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HomeMy WebLinkAboutAgenda Packet City Council - 05/21/2024 Cityof Corpus Christi 1201 Leopard Street Corpus Christi,TX 78401 cctexas.com Meeting Agenda Final-revised City Council Tuesday, May 21,2024 11:30 AM Council Chambers Addendums may be added on Friday. Public Notice: Persons with disabilities who plan to attend this meeting and who may need auxiliary aids or services are requested to contact the City Secretary's office (at 361-826-3105) at least 48 hours in advance so that appropriate arrangements can be made. Si Usted desea dirigirse al Concilio y cree que su ingles es limitado, habra un interprete ingles-espanol en todas las juntas del Concilio para ayudarle. This meeting may be held via videoconference call pursuant to Texas Government Code § 551.127. If this meeting is held via videoconference call or other remote method of meeting, then a member of this governmental body presiding over this meeting will be physically present at the location of this meeting unless this meeting is held pursuant to Texas Government Code § 551.125 due to an emergency or other public necessity pursuant to Texas Government Code § 551.045. A. Mayor Paulette Guajardo to call the meeting to order. B. Invocation to be given by Pastor Rick Barrera with Believe Church. C. Pledge of Allegiance to the Flag of the United States and to the Texas Flag to be led by Marley Byrant, Junior at Harold T. Branch High School. D. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. E. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: (ITEM 1) 1. 24-0725 2nd Annual Endurance Fest, Presented by Sergio Gonzalez, Assistant Director of Parks and Recreation City of Corpus Christi Page 1 Printed on 512012024 City Council Meeting Agenda-Final-revised May 21,2024 F. PUBLIC COMMENT-APPROXIMATELY 12:00 P.M. To speak during this public comment period on a city-related matter or agenda item, you must sign up before the meeting begins. Each speaker is limited to a total of no more than 3 minutes per speaker. You will not be allowed to speak again on an item when the Council is considering the item. Time limits may be restricted further by the Mayor at any meeting. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Written comments may be submitted at cctexas.com/departments/city-secretary. Electronic media that you would like to use may only be introduced into the City system IF approved by the City's Communications Department at least 24 hours prior to the Meeting. Please contact Communications at 826-3211 to coordinate. This is a public hearing for all items on this agenda. G. BOARD &COMMITTEE APPOINTMENTS: (NONE) H. EXPLANATION OF COUNCIL ACTION: For administrative convenience, certain of the agenda items are listed as motions, resolutions, or ordinances. If deemed appropriate, the City Council will use a different method of adoption from the one listed;may finally pass an ordinance by adopting it as an emergency measure rather than a two reading ordinance;or may modify the action specified. I. CONSENT AGENDA: (ITEMS 2 - 21) NOTICE TO THE PUBLIC: The following items are consent motions, resolutions, and ordinances of a routine or administrative nature. The Council has been furnished with background and support material on each item, and/or it has been discussed at a previous meeting. All items will be acted upon by one vote without being discussed separately unless requested by a Council Member or a citizen, in which event the item or items will immediately be withdrawn for individual consideration in its normal sequence after the items not requiring separate discussion have been acted upon. The remaining items will be adopted by one vote. 2. 24-0824 Approval of the May 8, 2024 Workshop Minutes and the May 14, 2024 Regular Meeting Minutes sponsors: City Secretary's Office Consent-Second Reading Ordinances 3. 24-0513 Ordinance appropriating $269,814.00 in the Health Grant Fund from an increase in the STI/HIV Prevention Services Program Grant from the Department of State Health Services (DSHS) to provide STI/HIV prevention and control services for the period of September 1, 2024, through August 31, 2025; and authorizing four grant positions. sponsors: Health Department 4. 24-0545 Ordinance authorizing acceptance and future amendments of the Center for Health Emergency Preparedness and Response Grant for$205,548.00 with a cash or in-kind match of$20,555.00 from the Department of State City of Corpus Christi Page 2 Printed on 512012024 City Council Meeting Agenda-Final-revised May 21,2024 Health Services (DSHS); and appropriating $205,548.00 in the Health Grant Fund to provide Laboratory Response Network (LRN) Level 3 chemical laboratory surge capacity activities from July 1, 2024, through June 30, 2025; and authorizing two grant positions. Sponsors: Health Department 5. 24-0305 Ordinance abandoning, vacating, and closing 0.574 acres of unimproved public right-of-way for the Fair Market Value of$380,000.00 identified as Sand Dollar Avenue, a portion of Block 27 Padre Island No.1, conditioned on petitioner, Donny Shellenbarger, meeting specified conditions. Sponsors: Public Works/Street Department 6. 24-0655 Zoning Case No. ZN8199, Barajas Family Corporation (District 2). Ordinance rezoning a property at or near 3345 Gollihar Road and 4500 Kirkwood Drive from the "ON" Neighborhood Office District and the "RS-6" Single-Family 6 District to the "CN-1" Neighborhood Commercial District; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval). Sponsors: Development Services 7. 24-0657 Zoning Case No. ZN8200, Barajas Family Corporation (District 2). Ordinance rezoning a property at or near 2823 South Port Avenue and 2511 San Jacinto Drive from the "CG-2" General Commercial District and the "RS-6" Single-Family 6 District to the "CG-2" General Commercial District; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval). Sponsors: Development Services 8. 24-0658 Zoning Case No. ZN7974, Leslie Lopez (District 1). Ordinance rezoning a property at or near 110 Rolling Acres Drive from the "RS-6" Single-Family 6 District to the "ON/SP" Neighborhood Office District with a Special Permit; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval to the "ON/SP" Neighborhood Office District with a Special Permit.) Sponsors: Development Services Consent- Contracts and Procurement 9. 24-0382 Motion authorizing execution of a three-year supply agreement with Mobotrex, Inc., of Davenport, Iowa, for$506,250.00, through the BuyBoard Cooperative, for the purchase of 45 replacement traffic signal control cabinets to be used by the Public Works Department, with FY 2024 funding of$84,375.00 from the Streets Fund. Sponsors: Public Works/Street Department and Finance &Procurement 10. 24-0487 Motion authorizing execution of a one-year service agreement, with two one-year options, with CSI Consolidated, LLC, dba AIMS Companies, of City of Corpus Christi Page 3 Printed on 512012024 City Council Meeting Agenda-Final-revised May 21,2024 Pearland, in an amount not to exceed $1,380,178.75 and a potential amount up to $4,140,536.25 if options are exercised, for closed circuit televised inspection and cleaning of storm water lines for the Public Works Department, with FY 2024 funding of$575,074.48 from the Storm Water Capital Fund. Sponsors: Public Works/Street Department and Finance &Procurement 11. 24-0482 Motion authorizing execution of a one-year supply agreement, with a one-year option, with Vulcan Construction Materials, LLC, of Birmingham, Alabama, with an office in San Antonio, in an amount not to exceed $488,160.00 and up to $976,320.00 if the option is exercised, for cold-mix, cold laid asphalt for the Public Works Department, with FY 2024 funding of $203,400.00 from the Street Fund. Sponsors: Public Works/Street Department and Finance &Procurement 12. 24-0791 Motion ratifying the repair of a 2017 Gradall XL3100 in the amount of $63,390.66 and authorizing payment thereof to Waukesha Pearce Industries, LLC of Houston, Texas, with FY 2024 funding from the Storm Water Fund. Sponsors: Fleet Maintenance Services, Public Works/Street Department and Finance &Procurement 13. 24-0213 Motion authorizing the purchase of a wastewater utility line inspection system with camera and accessories from Patterson Equipment Company, of Magnolia, Texas, through the TIPS Cooperative, for $73,635.50, to be utilized by Corpus Christi Water (CCW), with FY 2024 funding from the Wastewater Fund. Sponsors: Corpus Christi Water and Finance &Procurement 14. 24-0627 Motion authorizing execution of Amendment#2 to the agreement with Xylem Water Solutions U.S.A., Inc., to increase the quantities of labor, parts, and materials for necessary repairs to Flygt pumps and motors for Corpus Christi Water in the amount of$300,000.00, with funding from the Wastewater Fund. Sponsors: Corpus Christi Water and Finance &Procurement 15. 23-1371 Motion authorizing the execution of an eight-month service agreement with Williams Scotsman, Inc., of Baltimore, Maryland, with an office in Corpus Christi, for $317,817.14, for the purchase and installation of a modular building for office space for Solid Waste Services, with FY 2024 funding from the General Fund. Sponsors: Solid Waste Operations and Finance & Procurement 16. 24-0554 Motion authorizing execution of two one-year professional service agreements, each having two one-year options, for a combined amount not to exceed $250,000.00, with P.A.A.C. People Assisting Animal Control for $150,000.00 and The Cattery, Inc., for$100,000.00, with a potential total City of Corpus Christi Page 4 Printed on 512012024 City Council Meeting Agenda-Final-revised May 21,2024 amount up to $750,000.00 if options are exercised, to provide spay and neuter services, with FY 2024 funding of$125,000.00 from the General Fund. Sponsors: Animal Care Services and Finance & Procurement Consent- Capital Projects 17. 24-0751 Motion awarding a construction contract to Gourley Contracting, LLC., for the City Wide Park Upgrades - Salinas Park to install a new fall zone and make drainage improvements located in Council District 3, in the amount of$483,267.30 with FY 2024 funding available from the Park Capital Improvement Funds. Sponsors: Engineering Services, Parks and Recreation Department and Contracts and Procurement General Consent Items 18. 24-0509 Motion authorizing two Interlocal Cooperation Agreements (ILA) with Texas Water Development Board (TWDB) in the amount of$88,758.00 for the volumetric survey of Choke Canyon Reservoir and $77,606.00 for a volumetric survey of Lake Corpus Christi Reservoir for a total not to exceed amount of$166,364.00, both located outside the City limits with FY 2024 funding available from the Water Fund. Sponsors: Engineering Services and Water Utilities Department 19. 24-0786 Resolution authorizing execution of a Third Amendment to the Contract between the City of Corpus Christi and San Patricio Municipal Water District for the Supply of Treated Water to reduce the Take-or-Pay contracted amount of 15,000-acre feet per year to 12,760-acre feet per year, as requested by the designated customer, Gulf Coast Growth Ventures. Sponsors: Corpus Christi Water 20. 24-0727 Resolution setting a public hearing in City Hall Council Chambers on July 16, 2024, to consider the possible adoption of water, wastewater, storm water, and roadway impact fees for the City of Corpus Christi and its extraterritorial jurisdiction. Sponsors: Development Services 21. 24-0050 Motion authorizing a Development Participation Agreement with Ashlar Interests, LLC, located in the Tax Increment Reinvestment Zone No. 2 in an amount not to exceed $1,500,000 for public infrastructure improvements to the Effluent Waterline from the Whitecap Wastewater Treatment Plant. Sponsors: Economic Development Consent-First Reading Ordinances City of Corpus Christi Page 5 Printed on 512012024 City Council Meeting Agenda-Final-revised May 21,2024 J. RECESS FOR LUNCH The City Council will take a lunch break at approximately 1:30 p.m. K. PUBLIC HEARINGS: (ITEMS 22 - 25) The following items are public hearings and public hearings with first reading ordinances. Each item will be considered individually. 22. 24-0670 Ordinance authorizing the conveyance of 7 lots (0.55 acres total) of surplus land located at or near 526, 528, 530, 532, 536, and 538 19th Street to Thanksgiving Homes for$10 per lot and development of affordable housing; and authorizing an option to purchase contract and related sale and conveyance to Thanksgiving Homes for the purchase of 7 lots (0.65 acres-total) of surplus land located at or near 429 Marguerite Street, 503, 505, 507, 515, 517, and 519 18th Street for$10 per lot and development of affordable housing. (District 1) sponsors: Planning and Community Development Department 23. 24-0668 Ordinance authorizing the conveyance of 7 lots (0.46 acres total) of surplus land located at or near 2203 Morris Street and 715 19th Street to DSW Homes, LLC for$10 per lot and development of affordable housing; and authorizing an option to purchase contract and related sale and conveyance with DSW Homes, LLC for the purchase of 10 lots (0.66 acres-total) of surplus land located at or near 2211, 2217 2219, 2307, 2309, and 2311 Morris Street for$10 per lot and development of affordable housing. (District 1) sponsors: Planning and Community Development Department 24. 24-0669 Ordinance authorizing the conveyance of 6 lots (0.52 acres total) of surplus land located at or near 2304, 2312, and 2324 Mary Street to Habitat for Humanity Corpus Christi, Inc. for $10 per lot and development of affordable housing; and authorizing an option to purchase contract and related sale and conveyance with Habitat for Humanity Corpus Christi, Inc for the purchase of 6 lots (0.43 acres-total) of surplus land located at or near 504 and 623 20th Street, 2221 Marguerite Street, and 2614 Mary Street for $10 per lot and development of affordable housing. (District 1) sponsors: Planning and Community Development Department 25. 24-0641 Ordinance authorizing the conveyance of 9 lots (0.6 acres total) of surplus land located at or near 2022, 2028, and 2034 Mary Street and 502 and 508 18th Street to Community Development Corporation Of Brownsville, dba cdcb I come dream come build, for$10 per lot and development of affordable housing; and authorizing an option to purchase contract and related sale and conveyance with cdcb I come dream come build for the purchase of 8 lots (0.59 acres-total) of surplus land located at or near 508, 510, 512, 514, 516, 518, and 520 19th Street for $10 per lot and development of affordable housing. (District 1) sponsors: Planning and Community Development Department City of Corpus Christi Page 6 Printed on 512012024 City Council Meeting Agenda-Final-revised May 21,2024 L. INDIVIDUAL CONSIDERATION ITEMS: (ITEMS 26 - 27) The following items are motions, resolutions or ordinances that may be considered and voted on individually. 26. 24-0374 Resolution amending City Council Policy 28 which outlines the guidelines for awarding contracts when projects are bid with both concrete and asphalt pavement and approving pavement design recommendations for the Bond 2022 Street projects. Sponsors: Engineering Services and Public Works/Street Department 27. 24-0747 Resolution repurposing prior unused bond funds and authorizing a construction contract to Gerke Excavating, Inc. for the reconstruction of Brownlee Boulevard from Staples Street to Morgan Avenue, with new asphalt pavement, sidewalks, curbs and gutters, installation of ADA compliant curb ramps, signage, pavement markings, upgraded street illumination and traffic signals, and Utilities improvements in the amount of $7,725,813.45, located in Council District 2 with FY 2024 funding available from the Street Bond 2014 & 2020, Storm Water, Water, Wastewater and Gas Capital Funds. Sponsors: Engineering Services, Public Works/Street Department and Contracts and Procurement M. BRIEFINGS: (ITEMS 28 - 30) Briefing information will be provided to the City Council during the Council meeting. Briefings are for Council information only. No action will be taken and no public comment will be solicited. The City Manager or City Council Liaison for any city board, commission, committee or corporation(including Type A or B Corporation) may report on the action(s) or discussion(s) of any such body's public meeting that occurred within one month prior to this City Council meeting. 28. 24-0784 Mary Rhodes Pipeline Condition Assessment and Pipeline Improvement Plan Briefing Sponsors: Corpus Christi Water 29. 24-0726 Hillcrest Area Parks Improvements Briefing Sponsors: City Manager's Office 30. 24-0810 Continuation of FY 25 Budget Goal Setting Presentation Sponsors: City Manager's Office N. EXECUTIVE SESSION: (NONE) PUBLIC NOTICE is given that the City Council may elect to go into executive session at any time during the meeting in order to discuss any matters listed on the agenda, when authorized by the provisions of the Open Meeting Act, Chapter 551 of the Texas Government Code, and that the City Council specifically expects to go into executive session on the following matters. If the Council elects to go into executive session regarding an agenda item, the section or sections of the Open Meetings Act authorizing City of Corpus Christi Page 7 Printed on 512012024 City Council Meeting Agenda-Final-revised May 21,2024 the executive session will be publicly announced by the presiding officer. The City Council may deliberate and take action in open session on any issue that may be discussed in executive session. The description of an item in "Executive Sessions" constitutes the written interpretation by the City Attorney of Chapter 551 of the Texas Government Code and his determination that said item may be legally discussed in Closed Meeting in compliance with Chapter 551 the Texas Government Code. O. ADJOURNMENT City of Corpus Christi Page 8 Printed on 5/20/2024 d _ � y • 2 i00iie 4' _ k s Im xh � oI e, �- - a 000 5 ++ w IL. err. L1 —o F—o �@j a � ZW r �< pZ V W Z z a r i O i N 'H o 4-) o to L � U � c� [� O O �H U ro4-) 54 N N O �A N w �"� 54 N 0 aN •� co U) ro a � 01 a� (d A H a) ra PT4 �--� N p O •�"l 4-4 rd 54 � .. N a� 4-) U x F� U I rl � CO I >1 o p N CD I o U U) 4-) b) 54 4 ) 4-) N O •rl -rl - A r-I �--I 4-) w � > W a Z o a) � � � 4-� 3 F� bi w w O 0 IW ri r-i r-i x x � o r-I CD � co U) N W .. o ro 0 �-I (:� LO rn r-I cn p U W � r—I r—I O 6 ya 14 19 �wr 4-► N r r N 0 N 44 e 0 o 44 L5 o • � � b) rool 0g� a 44 >4 N O N a N f 4-) a-) cM (y) N s~ A A •r1 '� U U � w a� UU cn of Corpus Christi 1pu Leopard Street City p Corpus Christi,TX 78401 rGr' 1 I� cctexas.com Meeting Minutes City Council Workshop Wednesday, May 8,2024 2:00 PM Council Chambers Sales Tax Venue Renewal Workshop A. Mayor Paulette Guajardo to call the meeting to order. Mayor Guajardo called the meeting to order at 2:09 p.m. B. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers City Secretary Rebecca 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 Risley and City Secretary Rebecca Huerta Present 8- Paulette Guajardo, Roland Barrera, Gil Hernandez, Michael Hunter, Sylvia Campos, Dan Suckley, Mike Pusley, and Jim Klein Absent 1 - Everett Roy C. Overview of Type A/B Sales Tax Venues, to Include Review of Enabling Legislature, Guidelines, Uses, Requirements, and Governance Structure City Manager Peter Zanoni stated that the purpose of this workshop is to include review of enabling legislature, guidelines, uses, requirements and governance structure, as well as the baseline proposals and feedback from City Council. 1. 24-0707 Overview of Type A/B Sales Tax Venues Presentation Assistant City Manager Heather Hurlbert presented information on the following topics: workshop agenda; local sales tax; 2 cents local sales tax distribution; Type A/B sales tax authorization; Type A Corporation; Type B Corporation; Type A/B Board of Directors; allowable uses of Type A/B sales tax; current Type A authorizations; authorization options; term; city council proposed baseline uses for 1/8 cent (Arena); feedback on baseline for 1/8 cent (Arena); Project Finance Zone (PFZ); city council proposed baseline uses for 1/8 cent (Seawall); capital projects for consideration; possible capital projects; possible capital projects: FM 624; feedback on baseline for 1/8 cent (Seawall); general feedback on baseline; and calendar and next steps. Assistant Director of Public Works Gabriel Hinojosa presented information on the following topics: possible capital projects: Turkey Creek; Clarkwood Ditch/Oso Tributary; North Beach phase 2; Corpus Christi Bay; Williams Ditch; and Oso Creek. City of Corpus Christi Page 1 Printed on 511712024 City Council Workshop Meeting Minutes May 8, 2024 Council Members, City Manager Zanoni, Assistant City Manager Hurlbert, Assistant City Manager Neiman Young, Bond Counsel with Norton, Rose, Fulbright, Stephanie Liebe, and Assistant Director Hinojosa discussed the following topics: a concern about the business model with the Type A/B Board of Directors and the Economic Development Corporation; sports complexes are eligible under Type B funding; staff is exploring additional options to fund affordable housing; Type B sales tax can be used for arterial and collector streets in support of business development; the importance of repairing pavement at industrial parks; a desire to include the Corpus Christi Army Depot as an allowable use of this sales tax; different terms can be considered to reauthorize both 1/8 cents, rather than another 25-year term; the flood mitigation plan will focus on commercial corridors; Type A funds can be used for city owned facilities within the Sports, Entertainment, and Arts (SEA) District; funding from the PFZ is authorized only for a convention facility; a concern about not having a proposed flood mitigation project in Flour Bluff or Padre Island; if all projects are completed early, the sales tax can be terminated early and re-purposed for other projects; and a desire to implement a marketing plan for the Type A sales tax. D. Presentation of the Current City Council Baseline Proposal, Received Feedback, and Calendar of Next steps 2. 24-0702 Type A Sales Tax Reauthorization City Council Workshop This item was discussed during Item 1. E. Adjournment There being no further business, Mayor Guajardo adjourned this meeting at 4:30 p.m City of Corpus Christi Page 2 Printed on 511712024 City of Corpus Christi 1201 Leopard Street r Corpus Christi,TX 78401 + > cctexas.com yo Meeting Minutes City Council Tuesday, May 14,2024 11:30 AM Council Chambers Addendums may be added on Friday. A. Mayor Paulette Guajardo to call the meeting to order. Mayor Guajardo called the meeting to order at 11:33 a.m. B. Invocation to be given by Pastor Steve Lopez with Koinonia Church. Pastor Steve Lopez with Koinonia Church, gave the invocation. C. Pledge of Allegiance to the Flag of the United States and to the Texas Flag to be led by Magali Ramos, Senior at Mary Carroll High School. Magali Ramos, Senior at Mary Carroll High School, led the Pledge of Allegiance to the Flag of the United States of America and to the Texas Flag. D. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. City Secretary Rebecca 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, Deputy City Attorney Buck Brice and City Secretary Rebecca Huerta Note: Council Member Hunter arrived at 12:00 p.m. Present: 9- Mayor Paulette Guajardo,Council Member Roland Barrera,Council Member Gil Hernandez,Council Member Michael Hunter,Council Member Mike Pusley,Council Member Dan Suckley,Council Member Everett Roy,Council Member Jim Klein, and Council Member Sylvia Campos E. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: (ITEMS 1 -3) 1. 24-0715 MAX Underground Construction LLC Update City Manager Peter Zanoni provided an update about MAX Underground Construction as follows: Creekview Extension Project Bond 2014; Staples Street from Morgan to Alameda Bond 2014; and Slough Road project. 2. 24-0671 May 18 Beach to Bay Relay, Presented by Robert Dodd, Director of Parks and Recreation, and Doug McBee, Race Director City of Corpus Christi Page 1 Printed on 511712024 City Council Meeting Minutes May 14,2024 Director of Parks and Recreation Robert Dodd announced the Beach to Bay 47th Annual Relay Marathon on Saturday, May 18, 2024 at 7:00 a.m. Race Director Doug McBee has been with Beach to Bay for 34 years. Beach to Bay Race Director Doug McBee thanked Mayor, City Council, City Manager, and staff for their support, as well as Valero for sponsoring this event. Beach to Bay was created in 1976 to honor military personnel. The goal of this event is to raise money for scholarship funds at Texas A&M University for the track and field and cross country programs. 3. 24-0703 Staff Announcement: Odette Cruz, Assistant Director of Human Resources, and Sergio Gonzalez, Assistant Director of Parks and Recreation City Manager Peter Zanoni announced Assistant Director of Human Resources Marie Odette Cruz and Assistant Director of Parks and Recreation Sergio Gonzalez. Ms. Cruz has 20 years of experience with Human Resources. Mr. Gonzalez has over 15 years of programmatic operations experience. F. PUBLIC COMMENT Mayor Guajardo opened public comment. The following citizens spoke in opposition to the Inner Harbor desalination: Mark Muenster, 1015 Luxor Dr., Jason Hale, 4421 Hamlin Dr., and John Weber, 609 Naples St. John Boodee, 826 Saint Philip Court, expressed concern about excessive vehicles parked on lawns and unimproved surfaces on residential lots. Susie Luna Saldana, 4710 Hakel Dr., spoke about City Council not following rules of decorum. Jack Gordy, 5518 Lipes Blvd., spoke about removing illegal signage. Isabel Araiza, 326 Poenisch Dr., spoke about City Council not following rules of decorum, to use sales tax for sidewalks, drought exemption for large volume water users, and in opposition to desalination. The following individuals submitted a written public comment which is attached to the minutes: America Flores, Parker, CO and Dori W. Orem, UT. G. BOARD &COMMITTEE APPOINTMENTS: (ITEM 4) 4. 24-0713 Animal Care Advisory Committee (2 vacancies) Mayor Guajardo referred to Item 4. City of Corpus Christi Page 2 Printed on 511712024 City Council Meeting Minutes May 14,2024 Animal Care Advisory Committee: Reappointed: Roland Dominguez (At-Large) and Monica A. Montalvo (At-Large) H. EXPLANATION OF COUNCIL ACTION: I. CONSENT AGENDA: (ITEMS 5 - 19) Approval of the Consent Agenda Mayor Guajardo referred to the Consent Agenda. Items 7 and 8 were pulled for individual consideration. Council Member Barrera moved to approve the consent agenda with the exception of Items 7 and 8, seconded by Council Member Campos. The motion carried by the following vote: Aye: 9- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Abstained: 0 5. 24-0706 Approval of the April 23, 2024 Regular Meeting Minutes and April 30, 2024 Bond 2024 Council Workshop The Minutes were approved on the consent agenda. Consent-Second Reading Ordinances 6. 24-0620 Consistent with the FY 2024 approved Three-Year Capital Improvement Program approved by Corpus Christi City Council on September 5, 2023, consideration and approval of an ordinance authorizing the issuance of"City of Corpus Christi, Texas, General Improvement Bonds, Series 2024", for the first issuance of bonds from the Bond 2022 authorization, for improvements to streets and parks and recreation facilities in an amount not to exceed $50,000,000 and refinancings in an amount not to exceed $105,000,000 in a sale to be conducted in November 2024, for the refunding, within set parameters and according to the plan of finance set by the City's financial advisors; levying a continuing direct annual ad valorem tax for the payment of the bonds; delegating authority to the City Manager, Chief Financial Officer, Director of Finance and Procurement , and certain other authorized officials to approve and execute documents relating to the issuance, sale, and delivery of the bonds; enacting other provisions incident and related thereto; and providing for an effective date. This Ordinance was passed on second reading on the consent agenda. Enactment No: 033351 7. 24-0629 Consistent with the FY 2024 approved Three-Year Capital Improvement City of Corpus Christi Page 3 Printed on 511712024 City Council Meeting Minutes May 14,2024 Program approved by the Corpus Christi City Council on September 5, 2023, consideration and approval of an ordinance authorizing the issuance of"City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 202413" for solid waste improvements in an amount not to exceed $10,605,000, within set parameters and according to the plan of finance set by the City's financial advisors; providing for the payment of said certificates by the levy of an ad valorem tax upon all taxable property within the City and further securing said certificates by a lien on and pledge of the pledged revenues of the solid waste system; delegating authority to the City Manager, Chief Financial Officer, Director of Finance and Procurement and certain other authorized officials to approve and execute documents relating to the issuance, sale and delivery of the certificates; enacting other provisions incident and related thereto; and providing an effective date. Mayor Guajardo referred to Items 7 and 8. Council Member Hernandez asked to pull these Items to vote no. A Council Member and Financial Advisor of Specialized Public Finance Inc.Victor Quiroga discussed the following topic: the interest rates for these Certificates of Obligation are expected to be lower than the estimate brought to Council in September. Council Member Pusley moved to approve the ordinance, seconded by Council Member Barrera. This Ordinance was passed on second reading and approved with the following vote: Aye: 8- Mayor Guajardo, Council Member Barrera, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Nay: 1 - Council Member Hernandez Abstained: 0 Enactment No: 033352 8. 24-0621 Consistent with the FY 2024 approved Three-Year Capital Improvement Program approved by the Corpus Christi City Council on September 5, 2023, consideration and approval of ordinance authorizing the issuance of City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2024K for improvements to streets, city facilities, and public safety facilities in an amount not to exceed $39,400,000, within set parameters and according to the plan of finance set by the City's financial advisors; providing for the payment of said certificates by the levy of an ad valorem tax upon all taxable property within the City and further securing said certificates by a lien on and pledge of the pledged revenues of the solid waste system; delegating authority to the City Manager, Chief Financial Officer, Director of Finance and Procurement and certain other authorized officials to approve and execute documents relating to the issuance, sale, and delivery of City of Corpus Christi Page 4 Printed on 511712024 City Council Meeting Minutes May 14,2024 the certificates; enacting other provisions incident and related thereto; and providing an effective date. See Item 7. Aye: 8- Mayor Guajardo, Council Member Barrera, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Nay: 1 - Council Member Hernandez Abstained: 0 Enactment No: 033353 9. 24-0630 Consistent with the FY 2024 approved Three-Year Capital Improvement Program approved by the Corpus Christi City Council on September 5, 2023, consideration and approval of ordinance by the City Council of the City of Corpus Christi, Texas authorizing the issuance of its Utility System Senior Lien Revenue Improvement and/or Refunding Bonds in one or more series (as designated by purpose and series) for water, wastewater, and stormwater utility improvements in an amount not to exceed $186,090,000 and refinancings in an amount not to exceed $100,000,000 within set parameters and according to the plan of finance set by the City's financial advisors; making provisions for the payment and security thereof by a first and prior lien on and pledge of the net revenues of the City's utility system on a parity with certain currently outstanding utility system revenue obligations; delegating the authority to the City Manager, Chief Financial Officer, Director of Finance and Procurement and certain other authorized officials to approve and execute documents relating to the issuance; and providing an effective date. This Ordinance was passed on second reading on the consent agenda. Enactment No: 033354 Consent- Contracts and Procurement 10. 24-0501 Motion authorizing execution of a three-year service agreement, with two one-year options, with Faraday Electric Motors, LLC, of Corpus Christi, in an amount not to exceed $1,191,995.00 and a potential amount up to $1,986,658.33 if options are exercised, for pump motor and clutch repairs/replacement needed at various locations for Corpus Christi Water, with FY 2024 funding of$165,554.86 from the Water Fund. This Motion was passed on the consent agenda. Enactment No: M2024-063 11. 24-0456 Resolution authorizing a five-year service agreement with Environmental Improvement, Inc., of Houston, in an amount not to exceed $400,270.00 for preventative maintenance and the purchase of parts and materials needed by City of Corpus Christi Page 5 Printed on 511712024 City Council Meeting Minutes May 14,2024 Corpus Christi Water for the disinfection system at the O.N. Stevens Water Treatment Plant, with FY 2024 funding of$77,426.00 from the Water Fund. This Resolution was passed on the consent agenda. Enactment No: 033355 12. 23-1854 Resolution authorizing a one-year service agreement, with four one-year options, with BrightView Landscape Services, Inc., of Blue Bell, Pennsylvania, with an office in Corpus Christi, in an amount not to exceed $67,131.84 and a potential amount of$335,659.20 if options are exercised, for the mowing of Storm Water Group 13 (Stormwater Maintenance Area In and Around Padre Island), for the Public Works Department, with FY 2024 funding of$27,971.60 from the Storm Water Fund. This Resolution was passed on the consent agenda. Enactment No: 033356 13. 24-0298 Resolution authorizing a one-year service agreement, with a one-year option, with Maldonado Nursery & Landscaping, Inc., of San Antonio, with an office in Corpus Christi, in an amount not to exceed $87,803.76 and a potential amount of$175,607.12 if the option is exercised, for mowing and grounds maintenance of athletic fields for the Parks and Recreation Department, with FY 2024 funding of$43,901.88 from the General Fund. This Resolution was passed on the consent agenda. Enactment No: 033357 14. 24-0462 Motion authorizing execution of a five-year service agreement with Great South Texas Corp, dba Computer Solutions, to purchase Cisco wireless network hardware and five-year software licenses for$97,861.46 in support of the Corpus Christi Public Libraries' E-Rate Category 2 Program application, for which there is an eligible 85% E-Rate discounted purchase savings of $82,953.17, resulting in a final purchase amount of$14,908.29, with FY 2024 funding of$97,861.46 from the General Fund. This Motion was passed on the consent agenda. Enactment No: M2024-064 15. 24-0447 Motion authorizing execution of a co-operative agreement for a one-year software license renewal with Carahshoft Technology Inc., of Restin, Virginia, through the Texas Department of Information Resources, for Splunk security and data analysis software licenses for $69,039.41, with continuing one-year renewals subject to sufficient future appropriations, with FY 2024 funding from the Information Technology Fund. This Motion was passed on the consent agenda. City of Corpus Christi Page 6 Printed on 511712024 City Council Meeting Minutes May 14,2024 Enactment No: M2024-065 16. 24-0698 Motion authorizing execution of a co-operative agreement for a one-year software license renewal with immixTechnology, Inc., of McLean, Virginia, through the Texas Department of Information Resources, for Veeam backup and replication software to support disaster recovery and business continuity for $90,287.97, with continuing one-year renewals subject to sufficient future appropriations, with FY 2024 funding from the Information Technology Fund. This Motion was passed on the consent agenda. Enactment No: M2024-066 General Consent Items 17. 24-0581 Motion authorizing a Reimbursement Agreement with the Nueces Center for Mental Health and Intellectual Disabilities for services rendered to aid homeless persons and crime victims, support Community Health Workers, and provide skills training in an amount not to exceed $128,000.00, with a maximum amount payable by the City of up to $64,000.00 per FY2023 and FY2024. This Motion was passed on the consent agenda. Enactment No: M2024-067 Consent-First Reading Ordinances 18. 24-0513 Ordinance appropriating $269,814.00 in the Health Grant Fund from an increase in the STI/HIV Prevention Services Program Grant from the Department of State Health Services (DSHS) to provide STI/HIV prevention and control services for the period of September 1, 2024, through August 31, 2025; and authorizing four grant positions. This Ordinance was passed on first reading on the consent agenda. 19. 24-0545 Ordinance authorizing acceptance and future amendments of the Center for Health Emergency Preparedness and Response Grant for $205,548.00 with a cash or in-kind match of$20,555.00 from the Department of State Health Services (DSHS); and appropriating $205,548.00 in the Health Grant Fund to provide Laboratory Response Network (LRN) Level 3 chemical laboratory surge capacity activities from July 1, 2024, through June 30, 2025; and authorizing two grant positions. This Ordinance was passed on first reading on the consent agenda. J. RECESS FOR LUNCH Mayor Guajardo recessed the Council meeting for lunch at 1:01 p.m. Executive Session Items 29-31 were held during the lunch recess. Mayor Guajardo reconvened the meeting at 3:22 p.m. City of Corpus Christi Page 7 Printed on 511712024 City Council Meeting Minutes May 14,2024 K. PUBLIC HEARINGS: (ITEMS 20 -23) 20. 24-0305 Ordinance abandoning, vacating, and closing 0.574 acres of unimproved public right-of-way for the Fair Market Value of$380,000.00 identified as Sand Dollar Avenue, a portion of Block 27 Padre Island No.1, conditioned on petitioner, Donny Shellenbarger, meeting specified conditions. Mayor Guajardo referred to Item 20. Council Members and Director of Public Works Ernest De La Garza discussed the following topic: the original plan for this street was to be a connecting road to State Highway 361. Mayor Guajardo opened the public hearing. There were no comments from the public. Mayor Guajardo closed the public hearing. Council Member Hunter moved to approve the ordinance, seconded by Council Member Suckley. This Ordinance was passed on first reading and approved with the following vote: Aye: 9- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Abstained: 0 21. 24-0655 Zoning Case No. ZN8199, Barajas Family Corporation (District 2). Ordinance rezoning a property at or near 3345 Gollihar Road and 4500 Kirkwood Drive from the "ON" Neighborhood Office District and the "RS-6" Single-Family 6 District to the "CN-1" Neighborhood Commercial District; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval). Mayor Guajardo referred to Item 21. Council Members, City Manager Peter Zanoni, and Director of Development Services Al Raymond discussed the following topic: concerns that the Area Development Plan is not being followed and it needs to be updated. Mayor Guajardo opened the public hearing. There were no comments from the public. Mayor Guajardo closed the public hearing. City of Corpus Christi Page 8 Printed on 511712024 City Council Meeting Minutes May 14,2024 Council Member Campos moved to approve the ordinance, seconded by Council Member Hunter. This Ordinance was passed on first reading and approved with the following vote: Aye: 9- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Abstained: 0 22. 24-0657 Zoning Case No. ZN8200, Barajas Family Corporation (District 2). Ordinance rezoning a property at or near 2823 South Port Avenue and 2511 San Jacinto Drive from the "CG-2" General Commercial District and the "RS-6" Single-Family 6 District to the "CG-2" General Commercial District; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval). Mayor Guajardo referred to Item 22. Council Members and Director of Development Services AI Raymond discussed the following topic: a concern whether the owner can build a bar on this property without any sound barriers. Mayor Guajardo opened the public hearing. There were no comments from the public. Mayor Guajardo closed the public hearing. Council Member Campos moved to approve the ordinance, seconded by Council Member Hunter. This Ordinance was passed on first reading and approved with the following vote: Aye: 9- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Abstained: 0 23. 24-0658 Zoning Case No. ZN7974, Leslie Lopez (District 1). Ordinance rezoning a property at or near 110 Rolling Acres Drive from the "RS-6" Single-Family 6 District to the "ON/SP" Neighborhood Office District with a Special Permit; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval to the "ON/SP" Neighborhood Office District with a Special Permit.) Mayor Guajardo referred to Item 23. Council Member Pusley commended staff for this development. City of Corpus Christi Page 9 Printed on 511712024 City Council Meeting Minutes May 14,2024 Mayor Guajardo opened the public hearing. There were no comments from the public. Mayor Guajardo closed the public hearing. Council Member Roy moved to approve the ordinance, seconded by Council Member Pusley. This Ordinance was passed on first reading and approved with the following vote: Aye: 9- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Abstained: 0 L. RECESS TO CORPORATION MEETING: (ITEM 24) Mayor Guajardo recessed the Council meeting to the Corporation meeting at 3:22 p.m. 24. 24-0543 Annual Board Meeting of the Corpus Christi Housing Finance Corporation (CCHFC) to elect officers, consider a resolution amending and reaffirming the Corpus Christi Housing Finance Corporation's Investment Policy and Investment Strategy, and repeal the Inducement Resolutions for Multifamily Housing Revenue Bonds for the previously proposed 152-unit affordable housing multi-family development at Greenwood Drive and Gollihar Road. This Corporation Meeting was held. M. RECONVENE CITY COUNCIL MEETING Mayor Guajardo reconvened the Council meeting at 3:31 p.m. N. INDIVIDUAL CONSIDERATION ITEMS: (ITEMS 25 - 26) 25. 24-0435 Motion authorizing a cost-share agreement with the U.S. Army Corps of Engineers (USACE) for design and construction to address streambank erosion control related to the Mary Rhodes Pipeline Phase 2 System Improvements project, located in the vicinity of the Mary Rhodes Pump Station near Bay City, in an amount not to exceed $4,629,100, with FY 2024 funding available from the Water Capital Fund and funding in the amount of$8,596,900 available from the USACE. The total projected cost for the streambank erosion improvement is estimated to be approximately $13,676,000, including phase one feasibility study. Mayor Guajardo referred to Item 25. Mayor Guajardo opened public comment. City of Corpus Christi Page 10 Printed on 511712024 City Council Meeting Minutes May 14,2024 There were no comments from the Council or the public. Mayor Guajardo closed public comment. Council Member Barrera moved to approve the motion, seconded by Council Member Pusley. This Motion was passed and approved with the following vote: Aye: 9- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Abstained: 0 Enactment No: M2024-068 26. 24-0624 Motion executing professional two-year service agreements with the option to extend for up to two additional one-year periods, with InterVISTAS Consulting USA, Inc. of Washington D.C. and Crawford, Murphy & Tilly, Inc. of Springfield, Illinois, for a total combined amount of$400,000.00 with a potential amount of $800,000.00 if all options are exercised, for air service development consulting services, from the Operating Budget in Fund 4610. Mayor Guajardo referred to Item 26. Deputy Director of Aviation Tyler Miller presented information on the following topics: air service development consulting services; CMT; and InterVISTAS. Council Members and Deputy Director Miller discussed the following topics: the short-term contract results thus far; the purpose of this contract is to get more flight service to the airport by continuing to build relationships with consultants; this agreement will be paid for out of the operating budget; and the City's goal is to retain the current services. Mayor Guajardo opened public comment. There were no comments from the public. Mayor Guajardo closed public comment Council Member Pusley moved to approve the motion, seconded by Council Member Campos. This Motion was passed and approved with the following vote: Aye: 8- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Nay: 1 - Council Member Hunter Abstained: 0 Enactment No: M2024-069 City of Corpus Christi Page 11 Printed on 511712024 City Council Meeting Minutes May 14,2024 O. BRIEFINGS: (ITEMS 27-28) 27. 24-0801 Briefing on State Chapter 327, Municipal Sales and Use Tax for Residential Streets and Sidewalks Mayor Guajardo referred to Item 27. Assistant City Manager Heather Hurlbert presented information on the following topics: allowable uses of local sales tax by city; entities eligible to collect local sales tax; and Chapter 327. Council Members, City Manager Peter Zanoni, Assistant City Manager Hurlbert, and Director of Public Works Ernest De La Garza discussed the following topics: the Type A sales tax can be used only on commercial streets, not residential; how can the 1/8 cent sales tax be repurposed; this local sales tax can be used for the reconstruction of existing streets and sidewalks; whether the City has the capacity to construct residential streets; a desire to include some of this funding for military infrastructure; desires to keep this sales tax simple for voting purposes; the street user fee generated $12 million in revenue; and the importance of protecting the City's assets and to not focus primarily on residential streets. 28. 24-0782 Industrial Streets Briefing Mayor Guajardo referred to Item 28. Director of Public Works Ernest De La Garza presented information on the following topics: queried industrial streets by land use (inside city limits); next steps; industrial streets in defined industrial districts (outside city limits); and next steps. Council Members and Director De La Garza discussed the following topics: need to define residential streets versus commercial streets or industrial streets; and a request for staff to provide a list of industrial streets depicted on the map. P. EXECUTIVE SESSION: (ITEMS 29 -31) Mayor Guajardo referred to Executive Session Items 29-31. The Council went into Executive Session at 1:01 p.m. The Council returned from Executive Session at 3:22 p.m. 29. 24-0643 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 industries, infrastructure, utilities, and property in the City's extraterritorial jurisdiction, services thereto, annexation, Texas Local Gov't Code service plans, industrial district agreements, and Chapters 42, 43 and 212 of the Texas Local Government Code § 43.0116, et. seq., rates for utilities, actions for limitation of rates, Texas Water Code § City of Corpus Christi Page 12 Printed on 511712024 City Council Meeting Minutes May 14,2024 13.043 and associated statutes and regulations, and Texas Government Code § 551.087 to discuss and deliberate regarding potential financial or other incentive(s) to business prospects(s) that the governmental body seeks to have locate, stay, or expand in or near the territory of the City and with which the City will be conducting economic development negotiations, authorizing preparation of service plans for areas to be considered for annexation, and authorizing professional services agreements and amendments thereto with attorneys, engineers, and other consultants involved in the aforementioned actions This E-Session Item was discussed in executive session. 30. 24-0718 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 a potential trade and or cession of territory and/or extraterritorial jurisdiction with the City of Portland, services thereto, jurisdiction, annexation, Texas Local Gov't Code service plans, industrial district and economic development agreements, and Chapters 42, 43 and 212 of the Texas Local Government Code § 43.015, et. seq., and laws relating to piers, ports, and interlocal agreements This E-Session Item was discussed in executive session. 31. 24-0742 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 regulations, legal rights, and contracts related to surface water from the Nueces River and other sources, groundwater from the Evangeline Aquifer and other sources, desalination, legal restrictions on and permits required for the provision of water, regulations and contracts of water conservation and improvement districts and groundwater conservation districts (including, but not limited to Nueces County Water Conservation and Improvement District#3 and the San Patricio Groundwater Conservation District), TCEQ and EPA regulations related to water, state and federal regulations related to construction of water-related infrastructure, state restrictions on rates and charges for utilities, statutory restrictions on the issuance of debt and governmental contracting, and potential authorization of contracts for attorneys and consultants to assist in matters related to water This E-Session Item was discussed in executive session. Q. ADJOURNMENT There being no further business, Mayor Guajardo adjourned this meeting at 5:37 p.m City of Corpus Christi Page 13 Printed on 511712024 From: City Secretary To: Stephanie Box;Sarah Brunkenhoefer Subject: FW: Public Input: 05-13-2024-America Flores Date: Tuesday, May 14,2024 9:44:15 AM From:Jotform <noreply@jotform.com> Sent: Tuesday, May 14, 2024 9:39 AM To: City Secretary<CitySecretary@cctexas.com>; Norma Duran <NormaD2@cctexas.com> Subject: Public Input: 05-13-2024 -America Flores [ [WARNING: External a-mail. Avoid clicking on links or attachments. We will NEVER ask for a password, username, payment or to take action from an email. When in doubt, please forward to SecurityAlert@cctexas.com. ] ] u Public Comment & Input Form Date of Meeting 05-13-2024 Name America Flores Address Street Address: 9306Amison Cir. #202 City: Parker State/ Province: CO Postal/Zip Code: 80134 Are you a resident of No Corpus Christi? Topic Dog shelters Agenda Item Number - Describe Feedback: Please create more space for shelters. Stop euthanizing innocent animals! They deserve to live ! Mariah Resendez From: Jotform <noreply@jotform.com> Sent: Tuesday, May 14, 2024 10:56 AM To: City Secretary; Norma Duran Subject: [EXTERNAL]Public Input: 05-14-2024 - Dori W- [ [WARNING: External e-mail. Avoid clicking on links or attachments. We will NEVER ask for a password, username, payment or to take action from an email. When in doubt, please forward to SecurityAlert@cctexas.com. ] ] Public Comment& Input Form Date of Meeting 05-14-2024 Name Dori W- Address Street Address: 197 east 100 north City: Orem State/ Province: Utah Postal/Zip Code: 84057 Are you a resident of No Corpus Christi? Topic Animal shelter Agenda Item Number N/a Describe Feedback: I have worked animal rescue in my local city for 20+years, and the current system of having a time limit on animals lives is not only harmful for them, its harmful for local tax payers. The average euthanasia is more expensive per animal than spaying or neutering them and expanding facilities. This is due to the medications used, as well as the political backlash and eventual lawsuits your city will face due to someone's pet being euthanized by mistake. Euthanasia programs hurt everyone, please support education, spay neuter programs, and support instead. i se 0 0 PH o AGENDA MEMORANDUM NCORPO0.1¢ First Reading for the City Council Meeting of May 14, 2024 1852 Second Reading for the City Council Meeting of May 21,2024 DATE: May 14, 2024 TO: Peter Zanoni, City Manager FROM: Dr. Fauzia Khan, Director of Public Health FauziaK(o-)-cctexas.com 361-826-7202 Acceptance of the Sexually Transmitted Infections/Human Immunodeficiency Virus (STI/HIV) Prevention Services Contract for the Corpus Christi — Nueces County Public Health District in the amount of$269,814 and appropriation of the funds for the contract period of September 1, 2024, through August 31, 2025 CAPTION: Ordinance appropriating $269,814.00 in the Health Grant Fund from an increase in the STI/HIV Prevention Services Program Grant from the Department of State Health Services (DSHS) to provide STI/HIV prevention and control services for the period of September 1, 2024, through August 31, 2025; and authorizing four grant positions. SUMMARY: The Texas Department of State Health Services ("DSHS') has awarded a grant contract in the amount of$269,814 to control and prevent the spread of Sexually Transmitted Infections (STIs), including Human Immunodeficiency Virus/Acquired Immunodeficiency Syndrome (HIV/AIDS) and viral hepatitis within the jurisdiction of the Corpus Christi-Nueces County Public Health District (the "CCNCPHD"). BACKGROUND AND FINDINGS: The CCNCPHD has been awarded this grant for more than 20 years. The primary purpose of the grant is to report new cases of Syphilis and HIV to the Texas Department of State Health Services and conduct disease investigations. Staff intervene in the spread of new cases of syphilis, HIV, chlamydia, and gonorrhea through testing and treatment. Additionally, staff prevent cases of congenital syphilis through disease reporting, disease investigation, and disease intervention. This grant funds 3.3 Full Time Equivalents. The partial (.3) salary is supplemented by another grant, the HIV Surveillance grant, to fully pay for a full-time position that is responsible for both HIV and STD disease surveillance activities. ALTERNATIVES: Refuse the grant and discontinue offering services to report and investigate new cases of Syphilis and HIV, intervene in the spread of new cases of syphilis, HIV, chlamydia, and gonorrhea and prevent cases of congenital syphilis. FISCAL IMPACT: There is no fiscal impact. The grant requires no match. All positions are 100% grant-funded. FUNDING DETAIL: Fund: 1066 Health Grants paid by Department of State Health Services Organ ization/Activity: 831823F Department Number: 15 Project # (CIP Only): N/A Account: N/A RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance Contract No. HHS001315900002 Presentation Ordinance appropriating $269,814.00 in the Health Grant Fund from an increase in the STI/HIV Prevention Services Program Grant from the Department of State Health Services (DSHS) to provide STI/HIV prevention and control services for the period of September 1, 2024, through August 31, 2025. WHEREAS, the City Manager or designee (Director of the CCNCPHD) is authorized to execute amendments to the grant contract which extend the contract period or increase or decrease the grant amount; and WHEREAS, the Texas Department of State Health Services has awarded an additional $269,814.00 for Contract No. HHS001315900002 to provide STI/HIV prevention and control services for the period of September 1, 2024 through August 31, 2025. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. Funds in the amount of $269,814.00 is appropriated in the No. 1066 Health Grants Fund to provide STI/HIV prevention and control services for the period of September 1, 2024 through August 31, 2025. SECTION 2. A copy of the executed health grant contract and amendments shall be filed in the office of the City Secretary. Introduced and voted on the day of 12024. PASSED and APPROVED on the day of 12024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary DocuSign Envelope ID:5B7449B8-3228-4333-91 E7-459A5B922575 r'�� TE .�S Texas Department of State Health Services �b Health and Human Services Jennifer A.Shuford„M.C>.,M.P.H. Commissioner Dr. Fauzia Khan, Director of Public Health Corpus Christi-Nueces County Public Health District (City) 1702 Horne Road Corpus Christi, Texas 78416-1902 Subject: Sexually Transmitted Infections/Human Immunodeficiency Virus (STI/HIV) Prevention Services Contract Contract Number: HHS001315900002, Amendment No. 1 Contract Amount: $539,629.00 Contract Term: September 1, 2023 through August 31, 2025 Dear Dr. Khan: Enclosed is Amendment No. 1 to the STI/HIV Prevention Services contract between the Department of State Health Services and Corpus Christi-Nueces County Public Health District (City). The purpose of this contract is to control and prevent the spread of Sexually Transmitted Infections (STIs), including Human Immunodeficiency Virus/Acquired Immunodeficiency Syndrome (HIV/AIDS) and viral hepatitis. This amendment increases the contract by $269,814.00, revises certain attachments, and extends the contract term through August 31, 2025. Please let me know if you have any questions or need additional information. Sincerely, Martha Jasse, CTCD, CTCM Contract Manager martha.jasse(&dshs.texas.gov P.O. Box 149347 •Austin,Texas 78714-9347 • Phone: 888-963-7111 • TTY:800-735-2989 • dshs.texas.gov DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No.HHS001315900002 AMENDMENT NO. 1 The DEPARTMENT OF STATE HEALTH SERVICES ("DSHS" or "System Agency") and CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICt (CITY) ("Grantee"), who are collectively referred to herein as the "Parties" to that certain agreement for services to control and prevent the spread of Sexually Transmitted Infections (STIs), including Human Immunodeficiency Virus/Acquired Immunodeficiency Syndrome (HIV/AIDS) and viral hepatitis, denominated as DSHS Contract No. HHS001315900002 and effective September 1, 2023 (the "Contract"), now desire to amend the Contract. WHEREAS, DSHS desires to extend the Contract term, increase the Contract amount to pay for services delivered during fiscal year ("FY") 2025, and revise the Budget accordingly; WHEREAS,DSHS desires to revise the Statement of the Work; WHEREAS,DSHS desires to update its Reporting Requirements for FY 2025; WHEREAS, DSHS desires to update its Contract Affirmations and HHS Uniform Terms and Conditions; and WHEREAS, Grantee agrees to complete the annual Fiscal Federal Funding Accountability and Transparency Act(FFATA) Certification. Now,THEREFORE, the Parties hereby amend and modify the Contract as follows: 1. SECTION III of the Contract, DURATION, is hereby amended to reflect a revised termination date of August 31, 2025. 2. ARTICLE V of the Contract, BUDGET AND INDIRECT COST RATE, is amended to add $269,814.00 for authorized services to be provided from September 1, 2024, through August 31, 2025 and is revised to read as follows: The total anount of this Contract will not exceed $539,629.00. All expenditures under the Contract shall be in accordance with ATTACHMENT B-1,REVISED BUDGET. 3. ATTACHMENT A of the Contract, STATEMENT OF WORK, is deleted in its entirety and replaced with ATTACHMENT A-1,REVISED STATEMENT OF WORK. 4. ATTACHMENT B of the Contract, BUDGET, is deleted in its entirety and replaced with ATTACHMENT B-1,REVISED BUDGET. 5. ATTACHMENT C of the Contract, REPORTING REQUIREMENTS FY 2024, is deleted in its entirety. 6. SECTION VI of the Contract, REPORTING REQUIREMENTS,is revised to read as follows: DSHS Contract No.HHS001315900002 Page 2 of 20 Amendment No. 1 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 Grantee shall submit the reports as described in ATTACHMENT A-1, REVISED STATEMENT OF WORK. 7. ATTACHMENT D of the Contract, CONTRACT AFFIRMATIONS V.2.0, is deleted in its entirety and replaced with ATTACHMENT D-1,CONTRACT AFFIRMATIONS V.2.3. 8. ATTACHMENT E, HHS UNIFORM TERMS AND CONDITIONS — GRANT, VERSION 3.2, is deleted in its entirety and replaced with ATTACHMENT E-1, HHS UNIFORM TERMS AND CONDITIONS—GRANT,VERSION 3.3. 9. ATTACHMENT J-1, FFATA CERTIFICATION FORM, is added to and incorporated into the Contract. 10. This Amendment No. 1 shall be effective as of September 1, 2024. 11. Except as amended and modified by this Amendment No. 1, all terms and conditions of the Contract, as amended, shall remain in full force and effect. 12. Any further revisions to the Contract shall be by written agreement of the Parties. 13. Each Parry represents and warrants that the person executing this amendment on its behalf has full power and authority to enter into this amendment. SIGNATURE PAGE FOLLOWS DSHS Contract No.HHS001315900002 Page 3 of 20 Amendment No. 1 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 SIGNATURE PAGE FOR AMENDMENT NO. 1 DSHS CONTRACT No.HHS001315900002 DEPARTMENT OF STATE HEALTH SERVICES CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT(CITY) By: By: Name: Name: Title: Title: Date of Signature: Date of Signature: THE FOLLOWING ATTACHMENTS ARE ATTACHED AND INCORPORATED AS PART OF THE CONTRACT: ATTACHMENT A-1 REVISED STATEMENT OF WORK ATTACHMENT B-1 REVISED BUDGET ATTACHMENT D-1 CONTRACT AFFIRMATIONS V.2.3 ATTACHMENT E-1 HHS UNIFORM TERMS AND CONDITIONS—GRANT,VERSION 3.3 ATTACHMENT.I-1 FFATA CERTIFICATION FORM DSHS Contract No.HHS001315900002 Page 4 of 20 Amendment No. 1 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 ATTACHMENT A-I REVISED STATEMENT OF WORK L GRANTEE RESPONSIBILITIES A. Grantee shall conduct programs, as described herein, to control and prevent the spread of Sexually Transmitted Infections (STIs), including Human Immunodeficiency Virus/Acquired Immunodeficiency Syndrome (HIV/AIDS) and viral hepatitis, in accordance with the Centers for Disease Control and Prevention (CDC) STD Program Operations Guidelines, located at: hlt2://www.cdc.gov/std/program/gl-2001.htm. B. Grantee shall perform the following seven (7) core activities: 1. Community and Individual Behavior Change Interventions; 2. Medical and Laboratory Services; 3. Partner Services; 4. Leadership and Program Management; 5. Surveillance and Data Management; 6. Training and Professional Development; and 7. Program Evaluation. C. Grantee shall maintain written program procedures covering the seven (7) core activities. All procedures must be consistent with the requirements of this Contract. D. Grantee shall perform the activities required under this Contract in the service area designated in this Contract. Service area includes the following county(ies): City of Corpus Christi. E. Grantee shall designate one staff member to be a Local Responsible Party (LRP), who will be responsible overall for ensuring the security of the confidential HIV/STI information the Grantee maintains pursuant to this Contract. F. Grantee shall comply with all applicable federal and state policies, standards, and guidelines. The following documents are incorporated into this Contract by reference: 1. DSHS HIV and STD Program Operating Procedures and Standards (POPS),located at: http://www.dshs.texas.gov/hivstd/pops/default.shtm; 2. DSHS TB/HIV/STD and Viral Hepatitis Unit Security Policies and Procedures, located at: hlt2://www.dshs.texas.gov/hivstd/policy/securily.shtm, 3. CDC STD Program Operations Guidelines,located at: hlt2://www.cdc.gov/std/program/gl-2001.htin; 4. CDC STD Treatment Guidelines, located at: http://www.cdc.gov/std/treatment/; and 5. DSHS HIV and STD Program Policy Reporting Suspected Abuse and Neglect of Children, located at: hllps://www.dshs.texas.gov/childabusereporting/default.shtm. G. Grantee shall comply with all applicable federal and state regulations and statutes, as amended, which are incorporated by reference, including, but not limited to: DSHS Contract No.HHS001315900002 Page 5 of 20 Amendment No. 1 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 1. Chapters 81 and 85 of the Texas Health and Safety Code, especially Section 85.085 of the Texas Health and Safety Code (Physician Supervision of Medical Care), which requires that a licensed physician supervise any medical care or procedure provided under a testing program as required by law; 2. Chapter 94 of the Texas Health and Safety Code (relating to Education and Prevention Programs for Hepatitis C); 3. Chapter 98 of the Texas Health and Safety Code (relating to the reporting of Sexually Transmitted Diseases including Human Immunodeficiency Virus); 4. Title 25 Texas Administrative Code (TAC), Chapter 97; and 5. Section 531.02161 of the Texas Government Code, as an update to provision of services, where there is delivery of an in-person service, there must also be an option of that service by telecommunications or through the use of information technology. H. Grantee shall perform all activities in accordance with the terms of this Contract and any subsequent instructions from DSHS. Grantee shall request DSHS written approval before diverting from applicable policies, procedures, and protocols and must update its implementation documentation within forty-eight (48) hours of making approved change(s). Changes must not be implemented unless DSHS written approval is provided to Grantee. I. Performance measures will be used to assess, in part, Grantee's effectiveness in providing the services described in this Contract, without waiving the enforceability of any of the other terms of the Contract. J. Grantee shall provide clinical services in accordance with Chapter 12 of DSHS HIV/STD Program POPS for examining, testing, and treating individuals served in public STD clinics. If data indicates that less than 90% of individuals served were examined, tested and/or treated for STD(s) as medically appropriate, within twenty-four (24) hours of seeking services, DSHS may (at its sole discretion) require additional measures be taken by the Grantee to improve that percentage. In that scenario, Grantee must follow those additional measures, and do so according to the timetable mandated by DSHS. K. Grantee shall ensure that individuals seeking STD diagnostic and/or treatment services in public STD clinics are medically managed according to Grantee written protocols and in compliance with DSHS HIV/STD Program POPS, and with CDC STD Treatment Guidelines 2021, as revised. L. Grantee shall ensure that individuals seeking STD diagnostic and/or treatment services in public STD clinics will be referred for Pre-Exposure Prophylaxis/Non- Occupational Post-Exposure Prophylaxis (PrEP/nPEP) services if at increased risk for HIV but currently HIV negative. Individuals to be prioritized for PrEP referrals include: Men who have Sex with Men (MSM) with rectal GC and/or syphilis; individuals who have an HIV+ partner; individuals in the social-sexual network of an identified HIV genotype cluster; and others at increased risk for HIV who could benefit from PrEP. DSHS Contract No.HHS001315900002 Page 6 of 20 Amendment No. 1 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 M. Grantee shall ensure that individuals seeking STD diagnostic and/or treatment services in public STD clinics, who have been previously diagnosed with HIV and have no evidence of care for more than twelve (12) months, be referred to a disease intervention specialist(DIS) or other linkage worker to ensure they are re- engaged into HIV medical care. N. Grantee shall explore mechanisms to expand testing and awareness of STDs via home testing and home self-collection kits and self-collection. O. Grantee shall explore mechanisms to use telemedicine or telehealth for individuals seeking STD diagnostic and treatment services and/or PrEP/nPEP services. P. Grantee shall ensure that a complaint process is maintained and posted in the areas where services are provided, in accordance with Chapter 12 (STI Clinical Standards) of the DSHS HIV/STD Program POPS. Q. Grantee shall maintain a staff retention policy. R. Grantee shall provide routine staffing updates for vacant positions, in accordance with DSHS required format and schedule for reporting. S. Grantee shall participate in targeted evaluation activities and other projects as required by DSHS or CDC. T. Grantee shall ensure that the client survey is conducted a minimum of two (2) times per year for a total of thirty (30) days. The summary of the feedback must be available for review and identified concerns must be addressed within thirty (30) days of the feedback period. U. Grantee shall establish and maintain mutually agreed-upon written procedures with local providers to ensure the provision of partner services in accordance with DSHS HIV/STD Program POPS. The procedures must specify processes (e.g., communication) to facilitate timely partner elicitation by the local health department following the delivery of HIV-positive test results to clients by Grantee. V. Grantee shall establish and maintain mutually agreed-upon written procedures with local agencies who provide services frequently needed by clients seeking HIV/STD services from Grantee in accordance with DSHS HIV/STD Program POPS. The procedures must specify processes (e.g., communication) to facilitate timely partner elicitation by the local health department following the delivery of HIV-positive test results to clients by Grantee including, but not limited to, the following services: 1. HIV testing and counseling; 2. STD clinical services; 3. Partner services; 4. HIV medical and support services; 5. Substance use treatment services; 6. Harm reduction services; and 7. Mental health services. DSHS Contract No.HHS001315900002 Page 7 of 20 Amendment No. 1 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 At a minimum, such procedures must address conditions associated with making and accepting client referrals. If Grantee provides all of the services in Subsections I(V)(1-7) herein in a specific geographic area, no such agreement is necessary for that area. Grantee shall maintain complete records of all referrals made. These procedures must be finalized and in place within thirty (30) days from the effective date of this Contract. W. Grantee shall ensure that performance of activities under this Contract is of a high quality and consistent with all the requirements of this Contract. X. Grantee shall conduct regular assessments of Grantee's performance, including compliance with DSHS Program procedures, policies and guidance, contractual conditions, attainment of performance measures, maintenance of adequate staff, and submission of required data and narrative reports. Failure to comply with stated requirements and contractual conditions may result in the immediate loss of Contract funds at the discretion of DSHS. Y. Grantee shall ensure that all staff designated to provide HIV and/or syphilis screening(s) by collecting blood-based specimens, in both field and clinical settings, complete DSHS-approved training prior to providing such services. Supplemental testing must be collected by venipuncture immediately, on site, after a point-of-care preliminary positive test result. Grantee staff shall offer and perform these tests unless the client refuses. HIV and syphilis specimens may be submitted through the DSHS public health laboratory or another laboratory designated by the Grantee and approved in advance by DSHS. Z. Grantee shall ensure that all staff designated to deliver all HIV and/or STD results including positive results, in both field and clinical settings, complete DSHS- approved training prior to providing such services. AA. Grantee shall ensure that all staff conducting field work and designated to disclose the reason s/he is contacting persons (e.g., exposure to someone who tested positive for HIV and wanted to ensure s/he had the ability to be tested, positive test results were received from a provider, laboratory, life insurance company, etc.) complete DSHS-approved training prior to providing such services. BB. Grantee shall ensure that staff performing under this Contract deliver all reactive test results within the designated timeframes referenced in the DSHS HIV/STD Program POPS. Grantee staff shall ensure the client understands the infection(s) s/he has tested reactive for, is offered appropriate treatment for his/her infection(s) and is linked to other medical and social resources as appropriate (e.g., HIV testing and counseling; Pre-Exposure Prophylaxis (PrEP); Harm Reduction Services; STD clinical services; partner services; HIV medical and support services; substance use treatment services; and mental health services). CC. Grantee staff operating under this Contract may be reassigned by DSHS or Grantee to respond to Grantee's rapid response efforts or another PHFU program's response to address and intervene in the transmission of reportable STDs,HIV, and/or other infections. DSHS Contract No.HHS001315900002 Page 8 of 20 Amendment No. 1 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 DD. Grantee shall ensure that staff attend training identified by DSHS to respond to activities. The training will include planning, implementation, and evaluation of rapid response activities. EE. Grantee shall maintain training records and ensure that staff complete and continue training as required by DSHS. IL PERFORMANCE MEASURES A. Grantee shall follow the requirements for each of the STD Program Objectives in DSHS HIV/STD Program POPS, with special emphasis on outcomes excerpted below. If the data submitted by Grantee (or otherwise obtained by DSHS) indicates the Grantee's performance does not meet the standards stated in one (1) or more of the objectives, DSHS may (at its sole discretion) require additional measures be taken by the Grantee to improve performance and Grantee must implement these measures according to a timetable directed by DSHS. B. Public Health Follow-Up (PHFU) Program Objectives 1. For Syphilis Objectives: a. Grantee shall ensure that all individuals newly diagnosed with early syphilis are interviewed within three (3) days of assignment. If data indicates less than 85% of individuals newly diagnosed with early syphilis covered by the scope of this Contract are interviewed as described, DSHS may, at its sole discretion, require additional measures be taken by the Grantee to improve that percentage. In that scenario, Grantee must follow those additional measures, and do so according to the timetable mandated by DSHS. "Early syphilis" means all syphilis cases that are determined to be primary, secondary, or early non-primary/non-secondary syphilis. The CDC definition of syphilis is located at https://ndc.services.cdc.gov/conditions/syphilis/. b. Grantee shall achieve a partner index of at least 2.0 for all interviews conducted on individuals newly diagnosed with early syphilis. If data indicates less than a 2.0 partner index for all interviews conducted for early syphilis by DIS, DSHS may (at its sole discretion) require additional measures be taken by the Grantee to improve that percentage. In that scenario, Grantee must follow those additional measures, and do so according to the timetable mandated by DSHS. c. Grantee shall ensure that all partners initiated (partners obtained from the interview/case management process with locating information as outlined by Chapter 9 (Disease Intervention Specialist Performance Standards) of the DSHS HIV/STD Program POPS to attempt notification on early syphilis interviews) are notified of the disease exposure. If data indicates less than .75 partner notification index for all initiated partners, DSHS may, at its sole discretion, require additional measures be taken by the Grantee to improve that percentage. In that scenario, Grantee must follow those additional measures, and do so according to the timetable mandated by DSHS. DSHS Contract No.HHS001315900002 Page 9 of 20 Amendment No. 1 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 d. Grantee shall ensure that all partners notified of syphilis exposure are tested and treated for syphilis, including incubating syphilis (disease intervention index). If data indicates less than 60% of notified partners are tested and treated as described, DSHS may (at its sole discretion) require additional measures be taken by the Grantee to improve that percentage. In that scenario, Grantee must follow those additional measures, and do so according to the timetable mandated by DSHS. e. Grantee shall ensure that a treatment index of at least 0.75 is achieved for all interviews conducted on individuals newly diagnosed with early syphilis. If data indicates less than 0.75 treatment index, DSHS may (at its sole discretion) require additional measures be taken by the Grantee to improve that percentage. In that scenario, Grantee must follow those additional measures, and do so according to the timetable mandated by DSHS. f. Grantee shall ensure that 95% of pregnant women and 85% of women of childbearing capacity with a syphilis morbidity are identified, appropriately followed up with, and treated appropriately more than forty-five (45) days prior to delivery to prevent congenital syphilis as outlined by DSHS HIV/STD Program POPS, Chapters 23.1.2 and 23.1.3. g. Grantee shall ensure that all infants born to a woman with a history of syphilis in their jurisdiction are investigated and reported within thirty (30) days of receiving report of birth as outlined by DSHS HIV/STD Program POPS, Chapter 23. h. For people of childbearing capacity, Grantee shall maintain a procedure to provide technical assistance and guidance for providers and systems of care that ensures testing for syphilis is conducted, at a minimum, at the first prenatal visit, during third trimester, and at delivery as required by Chapter 81, Texas Health and Safety Code, Section 81.090. i. Grantee shall ensure that all people of childbearing capacity identified during public health follow-up activities have a documented pregnancy status. If data suggests that less than 90% of people of childbearing capacity with reactive syphilis labs and less than 80% of notified partners, suspects and contacts of childbearing capacity have a documented pregnancy status, as outlined by DSHS HIV/STD Program POPS Chapter 23.1.1.2, DSHS may (at its sole discretion) require additional measures be taken by the Grantee to improve that percentage. In that scenario, Grantee must follow those additional measures, and do so according to the timetable mandated by DSHS. 2. For HIV Objectives: a. Grantee shall ensure that all individuals newly diagnosed with HIV will be interviewed within seven (7) days in accordance with DSHS HIV/STD Program POPS. If data indicates less than 80% of individuals newly diagnosed with HIV are interviewed as described, DSHS may (at its sole discretion) require additional measures be taken DSHS Contract No.HHS001315900002 Page 10 of 20 Amendment No. 1 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 by the Grantee to improve that percentage. hi that scenario, Grantee must follow those additional measures, and do so according to the timetable mandated by DSHS. b. Grantee shall ensure that all individuals interviewed who have been newly diagnosed with HIV complete their first HIV medical appointment. If data indicates less than 85% of new HIV-positive clients interviewed complete their first HIV medical appointment, DSHS may (at its sole discretion) require additional measures be taken by the Grantee to improve that percentage. In that scenario, Grantee must follow those additional measures, and do so according to the timetable mandated by DSHS. c. Grantee shall achieve a partner index of at least 2.0 for interviews conducted on individuals newly diagnosed with HIV. If data indicates a partner index of less than 2.0 for individuals interviewed by DIS, DSHS may (at its sole discretion) require additional measures be taken by the Grantee to improve that percentage. In that scenario, Grantee must follow those additional measures, and do so according to the timetable mandated by DSHS. d. Grantee shall ensure that all partners initiated (partners obtained from the interview/case management process with enough locating information to attempt notification) on a new HIV interview are notified of the disease exposure. If data indicates less than 0.75 partner notification index,DSHS may (at its sole discretion) require additional measures be taken by the Grantee to improve that percentage. In that scenario, Grantee must follow those additional measures, and do so according to the timetable mandated by DSHS. e. Grantee shall ensure that all partners notified for HIV exposure are tested for HIV. If data indicates less than 70% of the notified partners are tested for HIV, DSHS may (at its sole discretion)require additional measures be taken by Grantee to improve that percentage. In that scenario, Grantee must follow those additional measures, and do so according to the timetable mandated by DSHS. f. Grantee shall ensure that all persons receiving PHFU (initiated partners, those co-infected with a bacterial STD such as syphilis, gonorrhea, and/or chlamydia, and/or individuals in the social-sexual network of an identified HIV cluster) who have been previously diagnosed with HIV and have no evidence of care for more than 12 months are re-engaged to establish HIV medical services. The activities taken to locate the person must be documented in the designated data system. This includes confirmation that the client attended his/her HIV medical care appointment. All the tasks described in this provision must be completed by a Disease Intervention Specialist(DIS). C. STD Surveillance Objectives DSHS Contract No.HHS001315900002 Page 11 of 20 Amendment No. 1 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 I. Grantee shall ensure 90% of the values for age, sex, county, facility type, and specimen collection date are documented for all syphilis reporting. 2. Grantee shall ensure 90% of the values are reported for: a. Race/ethnicity; b. Gender identity; c. Sexual orientation; d. Sex of sex partners; e. Pregnancy status; f. Clinical signs/symptoms; g. HIV status; h. Substance use; i. Treatment received; and j. Date of treatment documented for primary and secondary syphilis reporting. 3. Grantee shall ensure 80% of syphilis cases have a documented adverse outcome status (possible, likely, verified, no) for neurological, ocular, otic, and late clinical manifestations. 4. Grantee shall complete syphilis case reporting within sixty (60) days after the Morbidity and Mortality Weekly Report(MMWR) end date. IILTRAINING REQUIREMENTS A. Grantee shall ensure that staff comply with minimum training requirements of personnel operating under this Contract. Compliance will be monitored by DSHS. B. Grantee shall notify DSHS of completed trainings in the Semiannual Reports referenced in Section VII, Reporting Requirements, herein. C. Grantee shall require their staff to attend and ensure attendance of training, conferences, and meetings as directed by DSHS and described in this Section. D. Grantee shall require their staff identified to complete Congenital Syphilis investigations, reviews, and approvals, and their backups to complete DSHS approved Congenital Syphilis Basics Training within six (6) months of being identified to complete the investigations. E. DIS staff members must: I. Read and acknowledge Chapters 3 (HIV/STI Partner Services and Seropositive Notification), 8 (HIV/STI Surveillance), 9 (Disease Intervention Specialists Performance Standards) and 23 (Congenital Syphilis) of the DSHS HIV/STD Program POPS; 2. Complete DSHS-approved Fundamentals of STD Intervention (FSTDI), including all prerequisites, within six (6)months of employment; 3. Complete DSHS-approved Fundamentals of Counseling and Testing (FCT) or equivalent within six (6) months of employment; DSHS Contract No.HHS001315900002 Page 12 of 20 Amendment No. 1 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 4. Complete training in, and demonstrate knowledge of, the designated database management system; 5. Complete the data security and confidentiality course approved by DSHS within thirty (30) days of employment; 6. Complete the HIV Navigation in Texas (HNT) within one (1) year of employment; 7. Complete the Motivational Interviewing (MI) training within one (1) year of employment; 8. Complete Informede field specimen collection and phlebotomy training that has been approved by the local health authority or clinical designee within sixty (60) days of employment; 9. Demonstrate phlebotomy and specimen collection skills and competency before field specimen collection and annually thereafter. The Grantee shall maintain records of the completed training(s) and skills competency evaluations; 10. Complete training for all locally sanctioned testing technologies used for specimen collection and processing; and 11. If having more than one year of experience, complete additional courses as required by DSHS. F. First-Line Supervisors (FLS) staff must: 1. Read and acknowledge Chapters 8 (HIV/STI Surveillance), 9 (Disease Intervention Specialists Performance Standards) 10 (First-Line Supervisors Performance Standards), 11 (Regional and Local Health Department HIV/STD Program Manager Performance Standards), and 23 (Congenital Syphilis) of the DSHS HIV/STD Program POPS; 2. Complete all training activities which are required for DIS under this Contract, and FLS must also take the next available Texas First-Line Supervisor(TXFLS)training; 3. If new to the jurisdiction, participate in the HIV Navigation in Texas within one year of employment; 4. Attend the DSHS FLS Summit; 5. Attend quarterly DSHS FLS calls; and 6. Attend any other required DSHS trainings, as scheduled. G. Program Manager (PM) staff members must: 1. Read and demonstrate understanding of the following DSHS HIV/STD Program POPS chapters: Chapter 3 (HIV/STI Partner Services and Seropositive Notification), Chapter 8 (HIV/STI Surveillance), Chapter 9 (Disease Intervention Specialists Performance Standards), Chapter 10 (First- Line Supervisors Performance Standards), Chapter 11 (Regional and Local Health Department HIV/STD Program Manager Performance Standards), Chapter 12 (STD Clinical Standards), and Chapter 23 (Congenital Syphilis); 2. Complete all training requirements of DIS and FLS within twenty-four (24) months of hire date; a. If a program manager has not completed the required trainings, they must submit a plan of action to their assigned PHFU consultant to meet this requirement within sixty (60) days of Contract execution; DSHS Contract No.HHS001315900002 Page 13 of 20 Amendment No. 1 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 3. Attend DSHS Leadership Meeting; and 4. Attend monthly DSHS Leadership calls. H. STD Surveillance staff members must: 1. Read and acknowledge Chapter 8 (HIV/STI Surveillance) of DSHS HIV/STD Program POPS; 2. Complete training in, and demonstrate knowledge of, the designated database management system; 3. Complete the data security and confidentiality course approved by DSHS within thirty (30) days of employment; 4. Attend STD Surveillance training, as scheduled by DSHS; 5. Attend STD Surveillance monthly meetings, as scheduled by DSHS; and 6. Attend any other DSHS-required trainings. L Additional recommended trainings and topics for all program staff include: 1. Health Insurance Portability and Accountability Act(HIPAA); 2. Ethics; 3. Field Safety; 4. Health Disparities; 5. Cultural Humility; 6. CPR/First Aid; 7. Automated External Defibrillators (AED); 8. Defensive Driving; 9. Approaches in Harm Reduction; 10. Self-Defense; 11. Non-Violent Crisis Intervention; 12. Status Neutral Biomedical Approaches to HIV Prevention (Early Intervention, PrEP, nPEP); 13. Technical Writing; 14. Computer Skills; 15. Linkage to Care; 16. HIV Care and Treatment; 17. Human Trafficking; 18. Substance Use; 19. Mental Health; and 20. Case Notes Documentation. IV. CONFIDENTIALITY A. Grantee shall designate and identify a HIPAA Privacy Officer, who is authorized to act on behalf of Grantee and is responsible for the development and implementation of the privacy and security requirements of federal and state privacy laws. B. Grantee shall ensure that its security procedures require that all of its computers and networks meet DSHS security standards, as certified by DSHS IT staff. DSHS Contract No.HHS001315900002 Page 14 of 20 Amendment No. 1 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 C. Grantee shall provide a list to DSHS of personnel with access to secured areas and of all identified personnel who have received security training. D. Grantee shall provide a list to DSHS of personnel with access to all network drives where confidential information is stored and of all identified personnel who have received security training. E. Grantee shall ensure that requests for HIV/STD system user account terminations are sent to DSHS within one (1) business day of the identification of need for account termination. F. Grantee shall transfer secure data electronically using the Public Health Information Network. G. Grantee shall maintain a visitors' log for individuals entering the secured areas; this must be reviewed quarterly by the LRP. H. Grantee shall verify HIV/STD system user passwords are changed at least every ninety (90) days; this must be verified by the LRP. I. Grantee shall ensure that portable devices used to store confidential data are approved by the LRP and encrypted. J. Grantee shall ensure that confidential data and documents are: (1) maintained in a secured area; (2) locked when not in use; (3) not left in plain sight; and (4) shredded before disposal. V. HIV/STD RAPID RESPONSE PLAN A. DSHS will review the proposed Rapid Response Plan and provide guidance to the Grantee. B. Grantee shall develop, update, and submit a local HIV/STD Rapid Response Plan, and submit by February 1 of each year of the Contract to the designated DSHS staff. The plan must include how the Grantee will: 1. Identify responsible parties for planned activities including, but not limited to, response coordinator, activity team lead, collaborative lead, and medical lead; 2. Identify increases in disease or outbreaks; 3. Increase active surveillance; 4. Examine outbreak characteristics; 5. Educate health care providers and the community of disease outbreak (e.g., including signs/symptoms, available resources, disease trends, reporting requirements,testing algorithms, and testing/treatment options); 6. Inform media outlets, as appropriate; 7. Conduct case-related screening efforts including testing in correctional settings (as appropriate); 8. Enhance partner services; DSHS Contract No.HHS001315900002 Page 15 of 20 Amendment No. 1 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 9. Expand clinical access and services (e.g., increase clinical hours or days of services, employ rapid testing, enhance prophylactic treatment protocols); and 10. Adjust work hours for employees involved in the response to allow staff to work alternate hours or extended hours during response. C. Grantee shall inform DSHS Central Office Capacity Development Coordinator, STD Program Manager, and STD Surveillance Manager of rapid response or outbreak declarations prior to formal announcements. D. Surveillance shall establish and maintain collaborative relationships with local businesses, community clinics, and community-based organizations who serve populations most affected by HIV or other STDs, as well as with appropriate local and institutional individuals and groups (e.g., providers, hospitals, mental health and intellectually disabled facilities, infection control nurses), in order to implement the local Rapid Response Plan. E. Grantee shall continue to enhance their current HIV/STD surveillance system, including, but not limited to, improving reporting of providers and laboratories and increasing the number of sites that report electronically. F. Grantee shall make all DSHS-directed revisions to the Rapid Response Plan and submit a revised version to the DSHS designated program consultant by the directed deadline. G. Grantee shall notify local leadership and key stakeholders of the finalized plan and maintain a copy within the Program. H. Grantee shall comply with the final, DSHS-approved version of the Rapid Response Plan when an outbreak is identified. 1. Grantee shall designate program DIS persons to respond to local and statewide rapid response activities when necessary. The identified staff must complete DSHS identified trainings prior to assignment. The number of staff will be as directed by the DSHS Rapid Response Team leader, to conduct disease intervention activities as prescribed in the Grantee's final, approved STD Rapid Response Plan. J. Grantee shall participate in, follow guidelines for, and complete HIV cluster response activities for preventing and managing HIV outbreaks according to the Texas Cluster Detection and Response Plan. Grantee will designate staff members to respond to cluster assignments as directed by the Texas Cluster Detection Response Team. Grantee shall complete HIV cluster assignments, including but not limited to retesting and re-linkage to care during the designated cluster response period. VI. REPORTING REQUIREMENTS A. Grantee shall submit reports to DSHS in accordance with the schedule outlined in this section for the corresponding fiscal year. DSHS Contract No.HHS001315900002 Page 16 of 20 Amendment No. 1 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 B. FISCAL YEAR 2025 REPORTING: REPORT NAME FREQUENCY PERIOD PERIOD DUE DATE BEGIN END Semiannual Report First six (6) 09/01/2024 02/28/2025 03/31/2025 months Semiannual Report Remaining six 03/01/2025 08/31/2025 09/30/2025 (6)months Congenital Syphilis Monthly 09/01/2024 08/31/2025 Due thirty (30) calendar days Case Investigation after period being reported. and Infant Syphilis Control Records Note: This Report is submitted electronically and is subject to HIPAA and PHI data requirements. Local Responsible First six (6) 09/01/2024 02/28/2025 03/31/2025 Party Biannual months Security Assessment (LRP) Report Local Responsible Remaining six 03/01/2025 08/31/2025 09/30/2025 Party Biannual (6)months Security Assessment (LRP) Report Financial Status First six (6) 09/01/2024 02/28/2025 03/31/2025 Report(FSR) months Final FSR Remaining six 03/01/2025 08/31/2025 10/01/2025 (6)months VIL INVOICE AND BUDGET A. Grantee shall submit invoices monthly, on the 30th day of the following month (28th or 29th day if February), or next business day if the 30th day falls on a weekend or holiday, to prevent delays in processing a subsequent month's invoicing. System Agency requires Grantee to submit, on a timely basis, a "zero dollar" invoice for a month in which it did not incur expenses. Grantee shall email invoices and support documentation to invoices(2dshs.texas.gov and crosinvoices(2dshs.texas.gov simultaneously. Invoices received after the 30th of the month, or the next business day, are subject to denial of payment. DSHS Contract No.HHS001315900002 Page 17 of 20 Amendment No. 1 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 B. Unless otherwise directed by System Agency, Grantee shall submit a reimbursement or payment request as a final close-out invoice no later than thirty (30) calendar days following the end of the term of the Contract. Reimbursement or payment requests received after the deadline may not be paid. C. System Agency reserves the right, where allowed by legal authority, to redirect funds in the event of financial shortfalls. DSHS will monitor Grantee's expenditures on a biannual basis. If expenditures are below the Contract amount of the budget year, then, System Agency, in its sole discretion, may reduce the Grantee's budget for the remainder of the Contract term. System Agency also may reduce Grantee's budget if Grantee has vacant positions existing for more than ninety (90) consecutive calendar days. D. Grantee will be paid on a cost reimbursement basis and in accordance with the budget for the corresponding year under this Contract. E. Grantee shall maintain an inventory of equipment, supplies, and real property. Grantee shall submit an annual cumulative report on DSHS Grantee's Property Inventory Report to the DSHS Contract Representative and FSOequipgdshs.texas.gov by email not later than October 15 of each year. Controlled Assets include firearms, regardless of the acquisition cost, and the following assets with an acquisition cost of$500.00 or more, but less than $5,000.00: desktop and laptop computers (including notebooks, tablets and similar devices), non- portable printers and copiers, emergency management equipment, communication devices and systems, medical and laboratory equipment, and media equipment. Controlled Assets do not include a capitalized asset, real property, an improvement to real property, or infrastructure. F. DSHS-approved budget may be revised by Grantee in accordance with the following requirements: 1. For any transfer between budget categories, Grantee shall provide notification of transfer between budget categories by submission of a request for budget change in DSHS-directed format (hereafter the "Budget Change Form") to the DSHS Contract Representative, highlighting the areas affected by the budget transfer and written justification for the transfer request. After DSHS review, the designated DSHS Contract Representative will provide notification of acceptance or rejection to Grantee by email. 2. For transfer of funds between budget categories, other than the `Equipment' and `Indirect Cost' categories, for less than or equal to a cumulative twenty-five (25) percent of the total value of the respective Contract budget period, Grantee shall timely submit the Budget Change Form for DSHS approval. If the revision is approved, then the budget revision is not authorized and the funds cannot be utilized until an amendment incorporating the change(s)is executed by the Parties. 3. For transfer of funds between budget categories, other than the `Equipment' and `Indirect Cost' categories, that cumulatively exceeds twenty-five (25) percent of the total value of the respective Contract budget period, Grantee shall submit DSHS Contract No.HHS001315900002 Page 18 of 20 Amendment No. 1 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 timely written notification to DSHS Contract Representative using the Budget Change Form and request DSHS approval. If the revision is approved, then the budget revision is not authorized and the funds cannot be utilized until an amendment incorporating the change(s) is executed by the Parties. 4. Any transfer between budget categories that includes `Equipment' and/or `Indirect Cost' categories must be incorporated by amendment. Grantee shall submit timely written notification to DSHS Contract Representative using the Budget Change Form and request DSHS approval. If the revision is approved, then the budget revision is not authorized and the funds cannot be utilized until an amendment incorporating the change(s)is executed by the Parties. DSHS Contract No.HHS001315900002 Page 19 of 20 Amendment No. 1 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 ATTACHMENT B-1 REVISED BUDGET DSHS CONTRACT No. HHS001315900002 BUDGET CATEGORIES September 1, 2024—August 31, 2025 PERSONNEL $159,478.00 FRINGE BENEFITS $69,373.00 TRAVEL $3,460.00 EQUIPMENT $0.00 SUPPLIES $37,503.00 CONTRACTUAL $0.00 OTHER $0.00 TOTAL DIRECT CHARGES $269,814.00 INDIRECT CHARGES $0.00 TOTAL $269,814.00 DSHS Contract No.HHS001315900002 Page 20 of 20 Amendment No. 1 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 HEALTH AND HUMAN SERVICES Contract Number HHS001315900002 Attachment D1 CONTRACT AFFIRMATIONS For purposes of these Contract Affirmations, HHS includes both the Health and Human Services Commission (HHSC) and the Department of State Health Services (DSHS). System Agency refers to HHSC, DSHS, or both, that will be a party to this Contract. These Contract Affirmations apply to all Contractors and Grantees (referred to as "Contractor")regardless of their business form (e.g., individual,partnership, corporation). By entering into this Contract, Contractor affirms, without exception, understands, and agrees to comply with the following items through the life of the Contract: 1. Contractor represents and warrants that these Contract Affirmations apply to Contractor and all of Contractor's principals, officers, directors, shareholders, partners, owners, agents, employees, subcontractors, independent contractors, and any other representatives who may provide services under, who have a financial interest in, or otherwise are interested in this Contract and any related Solicitation. 2. Complete and Accurate Information Contractor represents and warrants that all statements and information provided to HHS are current, complete, and accurate. This includes all statements and information in this Contract and any related Solicitation Response. 3. Public Information Act Contractor understands that HHS will comply with the Texas Public Information Act (Chapter 552 of the Texas Government Code) as interpreted by judicial rulings and opinions of the Attorney General of the State of Texas. Information, documentation, and other material prepared and submitted in connection with this Contract or any related Solicitation may be subject to public disclosure pursuant to the Texas Public Information Act. In accordance with Section 2252.907 of the Texas Government Code, Contractor is required to make any information created or exchanged with the State pursuant to the Contract, and not otherwise excepted from disclosure under the Texas Public Information Act, available in a format that is accessible by the public at no additional charge to the State. 4. Contracting Information Requirements Contractor represents and warrants that it will comply with the requirements of Section 552.372(a) of the Texas Government Code. Except as provided by Section 552.374(c) of the Texas Government Code, the requirements of Subchapter J (Additional Provisions Related to Contracting Information), Chapter 552 of the Government Code, may apply to the Contract and the Contractor agrees that the Contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 1 of 14 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 5. Assignment A. Contractor shall not assign its rights under the Contract or delegate the performance of its duties under the Contract without prior written approval from System Agency. Any attempted assignment in violation of this provision is void and without effect. B. Contractor understands and agrees the System Agency may in one or more transactions assign, pledge, or transfer the Contract. Upon receipt of System Agency's notice of assignment, pledge, or transfer, Contractor shall cooperate with System Agency in giving effect to such assignment, pledge, or transfer, at no cost to System Agency or to the recipient entity. 6. Terms and Conditions Contractor accepts the Solicitation terms and conditions unless specifically noted by exceptions advanced in the form and manner directed in the Solicitation, if any, under which this Contract was awarded. Contractor agrees that all exceptions to the Solicitation, as well as terms and conditions advanced by Contractor that differ in any manner from HHS' terms and conditions,if any, are rejected unless expressly accepted by System Agency in writing. 7. HHS Right to Use Contractor agrees that HHS has the right to use,produce, and distribute copies of and to disclose to HHS employees, agents, and contractors and other governmental entities all or part of this Contract or any related Solicitation Response as HHS deems necessary to complete the procurement process or comply with state or federal laws. 8. Release from Liability Contractor generally releases from liability and waives all claims against any parry providing information about the Contractor at the request of System Agency. 9. Dealings with Public Servants Contractor has not given, has not offered to give, and does not intend to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with this Contract or any related Solicitation, or related Solicitation Response. 10. Financial Participation Prohibited Under Section 2155.004, Texas Government Code (relating to financial participation in preparing solicitations), Contractor certifies that the individual or business entity named in this Contract and any related Solicitation Response is not ineligible to receive this Contract and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate. 11. Prior Disaster Relief Contract Violation Under Sections 2155.006 and 2261.053 of the Texas Government Code (relating to convictions and penalties regarding Hurricane Rita, Hurricane Katrina, and other disasters), the Contractor certifies that the individual or business entity named in this Contract and any related Solicitation Response is not ineligible to receive this Contract Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 2 of 14 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate. 12. Child Support Obligation Under Section 231.006(d) of the Texas Family Code regarding child support, Contractor certifies that the individual or business entity named in this Contract and any related Solicitation Response is not ineligible to receive the specified payment and acknowledges that the Contract may be terminated and payment may be withheld if this certification is inaccurate. If the certification is shown to be false, Contractor may be liable for additional costs and damages set out in 231.006(f). 13. Suspension and Debarment Contractor certifies that it and its principals are not suspended or debarred from doing business with the state or federal government as listed on the State of Texas Debarred Vendor List maintained by the Texas Comptroller of Public Accounts and the System for Award Management(SAKI)maintained by the General Services Administration. This certification is made pursuant to the regulations implementing Executive Order 12549 and Executive Order 12689, Debarment and Suspension, 2 C.F.R. Part 376, and any relevant regulations promulgated by the Department or Agency funding this project. This provision shall be included in its entirety in Contractor's subcontracts, if any, if payment in whole or in part is from federal funds. 14. Excluded Parties Contractor certifies that it is not listed in the prohibited vendors list authorized by Executive Order 13224, "Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, "published by the United States Department of the Treasury, Office of Foreign Assets Control.' 15. Foreign Terrorist Organizations Contractor represents and warrants that it is not engaged in business with Iran, Sudan, or a foreign terrorist organization, as prohibited by Section 2252.152 of the Texas Government Code. 16. Executive Head of a State Agency In accordance with Section 669.003 of the Texas Government Code, relating to contracting with the executive head of a state agency, Contractor certifies that it is not(1) the executive head of an HHS agency, (2) a person who at any time during the four years before the date of this Contract was the executive head of an HHS agency, or(3) a person who employs a current or former executive head of an HHS agency. 17. Human Trafficking Prohibition Under Section 2155.0061 of the Texas Government Code, Contractor certifies that the individual or business entity named in this Contract is not ineligible to receive this Contract and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate. Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 3 of 14 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 18. Franchise Tax Status Contractor represents and warrants that it is not currently delinquent in the payment of any franchise taxes owed the State of Texas under Chapter 171 of the Texas Tax Code. 19. Debts and Delinquencies Contractor agrees that any payments due under this Contract shall be applied towards any debt or delinquency that is owed to the State of Texas. 20. Lobbying Prohibition Contractor represents and warrants that payments to Contractor and Contractor's receipt of appropriated or other funds under this Contract or any related Solicitation are not prohibited by Sections 556.005, 556.0055, or 556.008 of the Texas Government Code (relating to use of appropriated money or state funds to employ or pay lobbyists, lobbying expenses, or influence legislation). 21. Buy Texas Contractor agrees to comply with Section 2155.4441 of the Texas Government Code, requiring the purchase of products and materials produced in the State of Texas in performing service contracts. 22. Disaster Recovery Plan Contractor agrees that upon request of System Agency, Contractor shall provide copies of its most recent business continuity and disaster recovery plans. 23. Computer Equipment Recycling Program If this Contract is for the purchase or lease of computer equipment,then Contractor certifies that it is in compliance with Subchapter Y, Chapter 361 of the Texas Health and Safety Code related to the Computer Equipment Recycling Program and the Texas Commission on Environmental Quality rules in 30 TAC Chapter 328. 24. Television Equipment Recycling Program If this Contract is for the purchase or lease of covered television equipment, then Contractor certifies that it is compliance with Subchapter Z, Chapter 361 of the Texas Health and Safety Code related to the Television Equipment Recycling Program. 25. Cybersecurity Training A. Contractor represents and warrants that it will comply with the requirements of Section 2054.5192 of the Texas Government Code relating to cybersecurity training and required verification of completion of the training program. B. Contractor represents and warrants that if Contractor or Subcontractors, officers, or employees of Contractor have access to any state computer system or database,the Contractor, Subcontractors, officers, and employees of Contractor shall complete cybersecurity training pursuant to and in accordance with Government Code, Section 2054.5192. Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 4 of 14 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 26. Restricted Employment for Certain State Personnel Contractor acknowledges that, pursuant to Section 572.069 of the Texas Government Code, a former state officer or employee of a state agency who during the period of state service or employment participated on behalf of a state agency in a procurement or contract negotiation involving Contractor may not accept employment from Contractor before the second anniversary of the date the Contract is signed or the procurement is terminated or withdrawn. 27. No Conflicts of Interest A. Contractor represents and warrants that it has no actual or potential conflicts of interest in providing the requested goods or services to System Agency under this Contract or any related Solicitation and that Contractor's provision of the requested goods and/or services under this Contract and any related Solicitation will not constitute an actual or potential conflict of interest or reasonably create an appearance of impropriety. B. Contractor agrees that, if after execution of the Contract, Contractor discovers or is made aware of a Conflict of Interest, Contractor will immediately and fully disclose such interest in writing to System Agency. In addition, Contractor will promptly and fully disclose any relationship that might be perceived or represented as a conflict after its discovery by Contractor or by System Agency as a potential conflict. System Agency reserves the right to make a final determination regarding the existence of Conflicts of Interest, and Contractor agrees to abide by System Agency's decision. 28. Fraud,Waste, and Abuse Contractor understands that HHS does not tolerate any type of fraud,waste, or abuse. Violations of law, agency policies, or standards of ethical conduct will be investigated, and appropriate actions will be taken. Pursuant to Texas Government Code, Section 321.022, if the administrative head of a department or entity that is subject to audit by the state auditor has reasonable cause to believe that money received from the state by the department or entity or by a client or contractor of the department or entity may have been lost, misappropriated, or misused, or that other fraudulent or unlawful conduct has occurred in relation to the operation of the department or entity, the administrative head shall report the reason and basis for the belief to the Texas State Auditor's Office (SAO). All employees or contractors who have reasonable cause to believe that fraud, waste, or abuse has occurred (including misconduct by any HHS employee, Grantee officer, agent, employee, or subcontractor that would constitute fraud, waste, or abuse) are required to immediately report the questioned activity to the Health and Human Services Commission's Office of Inspector General. Contractor agrees to comply with all applicable laws, rules,regulations, and System Agency policies regarding fraud, waste, and abuse including, but not limited to, HHS Circular C-027. A report to the SAO must be made through one of the following avenues: • SAO Toll Free Hotline: 1-800-TX-AUDIT • SAO website: http://sao.fraud.state.tx.us/ Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 5 of 14 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 All reports made to the OIG must be made through one of the following avenues: • OIG Toll Free Hotline 1-800-436-6184 • OIG Website: ReportTexasFraud.com • Internal Affairs Email: InternalAffalrsReferral@hhsc.state.tx.us • OIG Hotline Email: OIGFraudHotline@hhsc.state.tx.us. • OIG Mailing Address: Office of Inspector General Attn: Fraud Hotline MC 1300 P.O. Box 85200 Austin, Texas 78708-5200 29. Antitrust The undersigned affirms under penalty of perjury of the laws of the State of Texas that: A. in connection with this Contract and any related Solicitation Response, neither I nor any representative of the Contractor has violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15; B. in connection with this Contract and any related Solicitation Response, neither I nor any representative of the Contractor has violated any federal antitrust law; and C. neither I nor any representative of the Contractor has directly or indirectly communicated any of the contents of this Contract and any related Solicitation Response to a competitor of the Contractor or any other company, corporation, firm, partnership or individual engaged in the same line of business as the Contractor. 30. Legal and Regulatory Actions Contractor represents and warrants that it is not aware of and has received no notice of any court or governmental agency proceeding, investigation, or other action pending or threatened against Contractor or any of the individuals or entities included in numbered paragraph 1 of these Contract Affirmations within the five (5) calendar years immediately preceding execution of this Contract or the submission of any related Solicitation Response that would or could impair Contractor's performance under this Contract, relate to the contracted or similar goods or services, or otherwise be relevant to System Agency's consideration of entering into this Contract. If Contractor is unable to make the preceding representation and warranty, then Contractor instead represents and warrants that it has provided to System Agency a complete, detailed disclosure of any such court or governmental agency proceeding, investigation, or other action that would or could impair Contractor's performance under this Contract, relate to the contracted or similar goods or services, or otherwise be relevant to System Agency's consideration of entering into this Contract. In addition, Contractor acknowledges this is a continuing disclosure requirement. Contractor represents and warrants that Contractor shall notify System Agency in writing within five (5)business days of any changes to the representations or warranties in this clause and understands that failure to so timely update System Agency shall constitute breach of contract and may result in immediate contract termination. Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 6 of 14 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 31. No Felony Criminal Convictions Contractor represents that neither Contractor nor any of its employees, agents, or representatives, including any subcontractors and employees, agents, or representative of such subcontractors, have been convicted of a felony criminal offense or that if such a conviction has occurred Contractor has fully advised System Agency in writing of the facts and circumstances surrounding the convictions. 32. Unfair Business Practices Contractor represents and warrants that it has not been the subject of allegations of Deceptive Trade Practices violations under Chapter 17 of the Texas Business and Commerce Code, or allegations of any unfair business practice in any administrative hearing or court suit and that Contractor has not been found to be liable for such practices in such proceedings. Contractor certifies that it has no officers who have served as officers of other entities who have been the subject of allegations of Deceptive Trade Practices violations or allegations of any unfair business practices in an administrative hearing or court suit and that such officers have not been found to be liable for such practices in such proceedings. 33. Entities that Boycott Israel Contractor represents and warrants that(1) it does not, and shall not for the duration of the Contract, boycott Israel or(2)the verification required by Section 2271.002 of the Texas Government Code does not apply to the Contract. If circumstances relevant to this provision change during the course of the Contract, Contractor shall promptly notify System Agency. 34. E-Verify Contractor certifies that for contracts for services, Contractor shall utilize the U.S. Department of Homeland Security's E-Verify system during the term of this Contract to determine the eligibility of: 1. all persons employed by Contractor to perform duties within Texas; and 2. all persons, including subcontractors, assigned by Contractor to perform work pursuant to this Contract within the United States of America. 35. Former Agency Employees—Certain Contracts If this Contract is an employment contract, a professional services contract under Chapter 2254 of the Texas Government Code, or a consulting services contract under Chapter 2254 of the Texas Government Code, in accordance with Section 2252.901 of the Texas Government Code, Contractor represents and warrants that neither Contractor nor any of Contractor's employees including, but not limited to, those authorized to provide services under the Contract, were former employees of an HHS Agency during the twelve (12) month period immediately prior to the date of the execution of the Contract. Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 7 of 14 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 36. Disclosure of Prior State Employment— Consulting Services If this Contract is for consulting services, A. In accordance with Section 2254.033 of the Texas Government Code, a Contractor providing consulting services who has been employed by, or employs an individual who has been employed by, System Agency or another State of Texas agency at any time during the two years preceding the submission of Contractor's offer to provide services must disclose the following information in its offer to provide services. Contractor hereby certifies that this information was provided and remains true, correct, and complete: 1. Name of individual(s) (Contractor or employee(s)); 2. Status; 3. The nature of the previous employment with HHSC or the other State of Texas agency; 4. The date the employment was terminated and the reason for the termination; and 5. The annual rate of compensation for the employment at the time of its termination. B. If no information was provided in response to Section A above, Contractor certifies that neither Contractor nor any individual employed by Contractor was employed by System Agency or any other State of Texas agency at any time during the two years preceding the submission of Contractor's offer to provide services. 37. Abortion Funding Limitation Contractor understands, acknowledges, and agrees that,pursuant to Article IX of the General Appropriations Act(the Act), to the extent allowed by federal and state law, money appropriated by the Texas Legislature may not be distributed to any individual or entity that, during the period for which funds are appropriated under the Act: 1. performs an abortion procedure that is not reimbursable under the state's Medicaid program; 2. is commonly owned,managed, or controlled by an entity that performs an abortion procedure that is not reimbursable under the state's Medicaid program; or 3. is a franchise or affiliate of an entity that performs an abortion procedure that is not reimbursable under the state's Medicaid program. The provision does not apply to a hospital licensed under Chapter 241, Health and Safety Code, or an office exempt under Section 245.004(2), Health and Safety Code. Contractor represents and warrants that it is not ineligible, nor will it be ineligible during the term of this Contract, to receive appropriated funding pursuant to Article IX. 38. Funding Eligibility Contractor understands, acknowledges, and agrees that,pursuant to Chapter 2272 (eff. Sept. 1, 2021, Ch. 2273) of the Texas Government Code, except as exempted under that Chapter, HHSC cannot contract with an abortion provider or an affiliate of an abortion provider. Contractor certifies that it is not ineligible to contract with HHSC under the terms of Chapter 2272 (eff. Sept. 1, 2021, Ch. 2273) of the Texas Government Code. Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 8 of 14 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 39. Gender Transitioning and Gender Reassignment Procedures and Treatments for Certain Children—Prohibited Use of Public Money; Prohibited State Health Plan Reimbursement. Contractor understands, acknowledges, and agrees that,pursuant to Section 161.704 of the Texas Health and Safety Code (eff. Sept. 1, 2023),public money may not directly or indirectly be used, granted,paid, or distributed to any health care provider, medical school, hospital, physician, or any other entity, organization, or individual that provides or facilitates the provision of a procedure or treatment to a child that is prohibited under Section 161.702 of the Texas Health and Safety Code. Contractor also understands, acknowledges, and agrees that,pursuant to Section 161.705 of the Texas Health and Safety Code (eff. Sept. 1, 2023), HHSC may not provide Medicaid reimbursement and the child health plan program established under Chapter 62 may not provide reimbursement to a physician or health care provider for provision of a procedure or treatment to a child that is prohibited under Section 161.702 of the Texas Health and Safety Code. Contractor certifies that it is not ineligible to contract with System Agency under the terms of Chapter 161, Subchapter X, of the Texas Health and Safety Code. 40. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment(2 CFR 200.216) Contractor certifies that the individual or business entity named in this Response or Contract is not ineligible to receive the specified Contract or funding pursuant to 2 CFR 200.216. 41. COVID-19 Vaccine Passports Pursuant to Texas Health and Safety Code, Section 161.0085(c), Contractor certifies that it does not require its customers to provide any documentation certifying the customer's COVID-19 vaccination or post-transmission recovery on entry to, to gain access to, or to receive service from the Contractor's business. Contractor acknowledges that such a vaccine or recovery requirement would make Contractor ineligible for a state-funded contract. 42. COVID-19 Vaccinations Contractor understands, acknowledges, and agrees that,pursuant to Article 11 of the General Appropriations Act, none of the General Revenue Funds appropriated to the Department of State Health Services (DSHS)may be used for the purpose of promoting or advertising COVID-19 vaccinations in the 2024-25 biennium. It is also the intent of the legislature that to the extent allowed by federal law, any federal funds allocated to DSHS shall be expended for activities other than promoting or advertising COVID-19 vaccinations. Contractor represents and warrants that it is not ineligible, nor will it be ineligible during the term of this Contract, to receive appropriated funding pursuant to Article II. Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 9 of 14 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 43. Entities that Boycott Energy Companies In accordance with Senate Bill 13, Acts 2021, 87th Leg., R.S.,pursuant to Section 2274.002 (eff. Sept. 1, 2023, Section 2276.002,pursuant to House Bill 4595, Acts 2023, 88th Leg., R.S.) of the Texas Government Code (relating to prohibition on contracts with companies boycotting certain energy companies), Contractor represents and warrants that: (1) it does not, and will not for the duration of the Contract, boycott energy companies or(2)the verification required by Section 2274.002 (eff. Sept. 1, 2023, Section 2276.002,pursuant to House Bill 4595, Acts 2023, 88th Leg., R.S.) of the Texas Government Code does not apply to the Contract. If circumstances relevant to this provision change during the course of the Contract, Contractor shall promptly notify System Agency. 44. Entities that Discriminate Against Firearm and Ammunition Industries In accordance with Senate Bill 19, Acts 2021, 87th Leg., R.S.,pursuant to Section 2274.002 of the Texas Government Code (relating to prohibition on contracts with companies that discriminate against firearm and ammunition industries), Contractor verifies that: (1)it does not, and will not for the duration of the Contract,have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association or(2)the verification required by Section 2274.002 of the Texas Government Code does not apply to the Contract. If circumstances relevant to this provision change during the course of the Contract, Contractor shall promptly notify System Agency. 45. Security Controls for State Agency Data In accordance with Senate Bill 475, Acts 2021, 87th Leg., R.S., pursuant to Texas Government Code, Section 2054.138, Contractor understands, acknowledges, and agrees that if,pursuant to this Contract, Contractor is or will be authorized to access,transmit, use, or store data for System Agency, Contractor is required to meet the security controls the System Agency determines are proportionate with System Agency's risk under the Contract based on the sensitivity of System Agency's data and that Contractor must periodically provide to System Agency evidence that Contractor meets the security controls required under the Contract. 46. Cloud Computing State Risk and Authorization Management Program (TX-RAMP) In accordance with Senate Bill 475, Acts 2021, 87th Leg., R.S., pursuant to Texas Government Code, Section 2054.0593, Contractor acknowledges and agrees that, if providing cloud computing services for System Agency, Contractor must comply with the requirements of the state risk and authorization management program and that System Agency may not enter or renew a contract with Contractor to purchase cloud computing services for the agency that are subject to the state risk and authorization management program unless Contractor demonstrates compliance with program requirements. If providing cloud computing services for System Agency that are subject to the state risk and authorization management program, Contractor certifies it will maintain program compliance and certification throughout the term of the Contract. Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 10 of 14 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 47. Office of Inspector General Investigative Findings Expert Review In accordance with Senate Bill 799,Acts 2021, 87th Leg., R.S., if Texas Government Code, Section 531.102(m-1)(2) (eff. Apr. 1, 2025, Section 544.0106, pursuant to House Bill 4611, Acts 2023, 88th Leg., R.S.) is applicable to this Contract, Contractor affirms that it possesses the necessary occupational licenses and experience. 48. Contract for Professional Services of Physicians, Optometrists, and Registered Nurses In accordance with Senate Bill 799, Acts 2021, 87th Leg., R.S., if Texas Government Code, Section 2254.008(a)(2)is applicable to this Contract, Contractor affirms that it possesses the necessary occupational licenses and experience. 49. Foreign-Owned Companies in Connection with Critical Infrastructure If Texas Government Code, Section 2274.0102(a)(1) (eff. Sept. 1, 2023, Section 2275.0102(a)(1), pursuant to House Bill 4595, Acts 2023, 88th Leg., R.S.) (relating to prohibition on contracts with certain foreign-owned companies in connection with critical infrastructure)is applicable to this Contract,pursuant to Government Code Section 2274.0102 (eff. Sept. 1, 2023, Section 2275.0102, pursuant to House Bill 4595,Acts 2023, 88th Leg., R.S.), Contractor certifies that neither it nor its parent company,nor any affiliate of Contractor or its parent company, is: (1) majority owned or controlled by citizens or governmental entities of China, Iran,North Korea, Russia, or any other country designated by the Governor under Government Code Section 2274.0103 (eff. Sept. 1, 2023, Section 2275.0103, pursuant to House Bill 4595, Acts 2023, 88th Leg., R.S.), or(2)headquartered in any of those countries. 50. Critical Infrastructure Subcontracts For purposes of this Paragraph, the designated countries are China, Iran,North Korea, Russia, and any countries lawfully designated by the Governor as a threat to critical infrastructure. Pursuant to Section 113.002 of the Business and Commerce Code, Contractor shall not enter into a subcontract that will provide direct or remote access to or control of critical infrastructure, as defined by Section 113.001 of the Texas Business and Commerce Code, in this state, other than access specifically allowed for product warranty and support purposes to any subcontractor unless (i)neither the subcontractor nor its parent company,nor any affiliate of the subcontractor or its parent company, is majority owned or controlled by citizens or governmental entities of a designated country; and(ii) neither the subcontractor nor its parent company, nor any affiliate of the subcontractor or its parent company, is headquartered in a designated country. Contractor will notify the System Agency before entering into any subcontract that will provide direct or remote access to or control of critical infrastructure, as defined by Section 113.001 of the Texas Business & Commerce Code, in this state. 51. Enforcement of Certain Federal Firearms Laws Prohibited In accordance with House Bill 957, Acts 2021, 87th Leg., R.S., if Texas Government Code, Section 2.101 is applicable to Contractor, Contractor certifies that it is not ineligible to receive state grant funds pursuant to Texas Government Code, Section 2.103. Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 11 of 14 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 52. Prohibition on Abortions Contractor understands, acknowledges, and agrees that, pursuant to Article II of the General Appropriations Act, (1)no funds shall be used to pay the direct or indirect costs (including marketing, overhead, rent,phones, and utilities) of abortion procedures provided by contractors of HHSC; and (2) no funds appropriated for Medicaid Family Planning, Healthy Texas Women Program, or the Family Planning Program shall be distributed to individuals or entities that perform elective abortion procedures or that contract with or provide funds to individuals or entities for the performance of elective abortion procedures. Contractor represents and warrants that it is not ineligible, nor will it be ineligible during the term of this Contract, to receive appropriated funding pursuant to Article II. 53. False Representation Contractor understands, acknowledges, and agrees that any false representation or any failure to comply with a representation, warranty, or certification made by Contractor is subject to all civil and criminal consequences provided at law or in equity including, but not limited to, immediate termination of this Contract. 54. False Statements Contractor represents and warrants that all statements and information prepared and submitted by Contractor in this Contract and any related Solicitation Response are current, complete, true, and accurate. Contractor acknowledges any false statement or material misrepresentation made by Contractor during the performance of this Contract or any related Solicitation is a material breach of contract and may void this Contract. Further, Contractor understands, acknowledges, and agrees that any false representation or any failure to comply with a representation, warranty, or certification made by Contractor is subject to all civil and criminal consequences provided at law or in equity including, but not limited to, immediate termination of this Contract. 55. Permits and License Contractor represents and warrants that it will comply with all applicable laws and maintain all permits and licenses required by applicable city, county, state, and federal rules, regulations, statutes, codes, and other laws that pertain to this Contract. 56. Equal Employment Opportunity Contractor represents and warrants its compliance with all applicable duly enacted state and federal laws governing equal employment opportunities. 57. Federal Occupational Safety and Health Law Contractor represents and warrants that all articles and services shall meet or exceed the safety standards established and promulgated under the Federal Occupational Safety and Health Act of 1970, as amended(29 U.S.C. Chapter 15). Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 12 of 14 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 58. Signature Authority Contractor represents and warrants that the individual signing this Contract Affirmations document is authorized to sign on behalf of Contractor and to bind the Contractor. Signature Page Follows Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 13 of 14 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 Authorized representative on behalf of Contractor must complete and sign the following: Legal Name of Contractor Assumed Business Name of Contractor, if applicable (d/b/a or `doing business as') Texas County(s) for Assumed Business Name (d/b/a or `doing business as') Attach Assumed Name Certificate(s) filed with the Texas Secretary of State and Assumed Name Certificate(s),if any, for each Texas County Where Assumed Name Certificate(s) has been filed. Signature of Authorized Representative Date Signed Printed Name of Authorized Representative Title of Authorized Representative First, Middle Name or Initial, and Last Name Physical Street Address City, State, Zip Code Mailing Address,if different City, State, Zip Code Phone Number Fax Number Email Address DUNS Number Federal Employer Identification Number Texas Identification Number (TIN) Texas Franchise Tax Number Texas Secretary of State Filing Number SAM.gov Unique Entity Identifier (UEI) Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 14 of 14 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 HHS001315900002 N TEXAS III T- &'dr, Health and Human Services Health and Human Services (HHS) Uniform Terms and Conditions - Grant Version 3.3 Published and Effective — November 2023 Responsible Office: Chief Counsel HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 1 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 ABOUT THIS DOCUMENT In this document, Grantees(also referred to in this document as subrecipients or contractors)will find requirements and conditions applicable to grant funds administered and passed through by both the Texas Health and Human Services Commission(HHSC) and the Department of State Health Services(DSHS). These requirements and conditions are incorporated into the Grant Agreement through acceptance by Grantee of any funding award by HHSC or DSHS. The terms and conditions in this document are in addition to all requirements listed in the RFA,if any,under which applications for this grant award are accepted, as well as all applicable federal and state laws and regulations.Applicable federal and state laws and regulations may include,but are not limited to: 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles,and Audit Requirements for Federal Awards; requirements of the entity that awarded the funds to HHS; Chapter 783 of the Texas Government Code; Texas Comptroller of Public Accounts' agency rules(including Uniform Grant and Contract Standards set forth in Title 34,Part 1, Chapter 20, Subchapter E,Division 4 of the Texas Administrative Code);the Texas Grant Management Standards(TxGMS)developed by the Texas Comptroller of Public Accounts; and the Funding Announcement, Solicitation,or other instrument/documentation under which HHS was awarded funds.HHS,in its sole discretion,reserves the right to add requirements,terms,or conditions. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 2 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 TABLE OF CONTENTS ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS............................................. 6 1.1 DEFINITIONS ......................................................................................................... 6 1.2 INTERPRETIVE PROVISIONS.................................................................................. 7 ARTICLE II. PAYMENT PROVISIONS.................................................................................. 8 2.1 PROMPT PAYMENT................................................................................................ 8 2.2 TAXES.................................................................................................................... 8 2.3 ANCILLARY AND TRAVEL EXPENSES ................................................................... 8 2.4 BILLING................................................................................................................. 9 2.5 USE OF FUNDS....................................................................................................... 9 2.6 USE FOR MATCH PROHIBITED.............................................................................. 9 2.7 PROGRAM INCOME ............................................................................................... 9 2.8 NONSUPPLANTING................................................................................................. 9 2.9 INDIRECT COST RATES......................................................................................... 9 ARTICLE III. STATE AND FEDERAL FUNDING................................................................ 10 3.1 EXCESS OBLIGATIONS PROHIBITED................................................................... 10 3.2 NO DEBT AGAINST THE STATE........................................................................... 10 3.3 DEBTS AND DELINQUENCIES .............................................................................. 10 3.4 REFUNDS AND OVERPAYMENTS ......................................................................... 10 ARTICLE IV.ALLOWABLE COSTS AND AUDIT REQUIREMENTS.................. 10 4.1 ALLOWABLE COSTS............................................................................................ 10 4.2 AUDITS AND FINANCIAL STATEMENTS............................................................... 11 4.3 SUBMISSION OF AUDITS AND FINANCIAL STATEMENTS .................................... 1 1 ARTICLE V.WARRANTY,AFFIRMATIONS,ASSURANCES AND CERTIFICATIONS.......... 12 5.1 WARRANTY......................................................................................................... 12 5.2 GENERAL AFFIRMATIONS................................................................................... 12 5.3 FEDERAL ASSURANCES....................................................................................... 12 5.4 FEDERAL CERTIFICATIONS ................................................................................ 12 5.5 STATE ASSURANCES............................................................................................ 12 ARTICLE VI. INTELLECTUAL PROPERTY........................................................................13 6.1 OWNERSHIP OF WORK PRODUCT....................................................................... 13 6.2 GRANTEE'S PRE-EXISTING WORKS................................................................... 13 6.3 THIRD PARTY IP................................................................................................. 14 HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 3 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 6.4 AGREEMENTS WITH EMPLOYEES AND SUBCONTRACTORS ............................... 14 6.5 DELIVERY UPON TERMINATION OR EXPIRATION.............................................. 14 6.6 SURVIVAL............................................................................................................ 14 6.7 SYSTEM AGENCY DATA...................................................................................... 14 ARTICLE VII. PROPERTY................................................................................................ 15 7.1 USE OF STATE PROPERTY................................................................................... 15 7.2 DAMAGE TO STATE PROPERTY.......................................................................... 15 7.3 PROPERTY RIGHTS UPON TERMINATION OR EXPIRATION OF CONTRACT....... 15 7.4 EQUIPMENT AND PROPERTY............................................................................... 16 ARTICLE VIII. RECORD RETENTION,AUDIT,AND CONFIDENTIALITY........................ 16 8.1 RECORD MAINTENANCE AND RETENTION......................................................... 16 8.2 AGENCY'S RIGHT TO AUDIT............................................................................... 17 8.3 RESPONSEXOMPLIANCE WITH AUDIT OR INSPECTION FINDINGS ................... 17 8.4 STATE AUDITOR'S RIGHT TO AUDIT.................................................................. 18 8.5 CONFIDENTIALITY.............................................................................................. 18 ARTICLE IX. GRANT REMEDIES,TERMINATION AND PROHIBITED ACTIVITIES.......... 18 9.1 REMEDIES............................................................................................................ 18 9.2 TERMINATION FOR CONVENIENCE .................................................................... 19 9.3 TERMINATION FOR CAUSE ................................................................................. 19 9.4 GRANTEE RESPONSIBILITY FOR SYSTEM AGENCY'S TERMINATION COSTS.... 19 9.5 INHERENTLY RELIGIOUS ACTIVITIES................................................................ 20 9.6 POLITICAL ACTIVITIES....................................................................................... 20 ARTICLEX. INDEMNITY..................................................................................................20 10.1 GENERAL INDEMNITY......................................................................................... 20 10.2 INTELLECTUAL PROPERTY................................................................................. 21 10.3 ADDITIONAL INDEMNITY PROVISIONS............................................................... 21 ARTICLE XI. GENERAL PROVISIONS...............................................................................21 11.1 AMENDMENTS..................................................................................................... 21 11.2 NO QUANTITY GUARANTEES.............................................................................. 21 11.3 CHILD ABUSE REPORTING REQUIREMENTS...................................................... 22 11.4 CERTIFICATION OF MEETING OR EXCEEDING TOBACCO-FREE WORKPLACE POLICY MINIMUM STANDARDS..........................................................................22 11.5 INSURANCE AND BONDS...................................................................................... 22 HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 4 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 11.6 LIMITATION ON AUTHORITY.............................................................................. 23 11.7 CHANGE IN LAWS AND COMPLIANCE WITH LAWS............................................ 23 11.8 SUBCONTRACTORS.............................................................................................. 23 11.9 PERMITTING AND LICENSURE ............................................................................ 23 11.10 INDEPENDENT CONTRACTOR ............................................................................. 24 11.11 GOVERNING LAW AND VENUE ........................................................................... 24 11.12 SEVERABILITY..................................................................................................... 24 11.13 SURVIVABILITY................................................................................................... 24 11.14 FORCE MAJEURE ................................................................................................ 24 11.15 NO IMPLIED WAIVER OF PROVISIONS ............................................................... 25 11.16 FUNDING DISCLAIMERS AND LABELING............................................................ 25 11.17 MEDIA RELEASES ............................................................................................... 25 11.18 PROHIBITION ON NON-COMPETE RESTRICTIONS ............................................. 25 11.19 SOVEREIGN IMMUNITY....................................................................................... 25 11.20 ENTIRE CONTRACT AND MODIFICATION........................................................... 26 11.21 COUNTERPARTS..................................................................................................26 11.22 PROPER AUTHORITY........................................................................................... 26 11.23 E-VERIFY PROGRAM .......................................................................................... 26 11.24 CIVIL RIGHTS......................................................................................................26 11.25 ENTERPRISE INFORMATION MANAGEMENT STANDARDS ................................. 27 11.26 DISCLOSURE OF LITIGATION.............................................................................. 27 11.27 NO THIRD PARTY BENEFICIARIES ..................................................................... 28 11.28 BINDING EFFECT................................................................................................. 28 HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 5 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 ARTICLE L DEFINITIONS AND INTERPRETIVE PROVISIONS 1.1 DEFINITIONS As used in this Grant Agreement, unless a different definition is specified, or the context clearly indicates otherwise, the following terms and conditions have the meanings assigned below: "Amendment" means a written agreement, signed by the Parties, which documents changes to the Grant Agreement. "Contract"or"Grant Agreement"means the agreement entered into by the Parties, including the Signature Document,these Uniform Terms and Conditions, along with any attachments and amendments that may be issued by the System Agency. "Deliverables"means the goods, services, and work product, including all reports and project documentation, required to be provided by Grantee to the System Agency. "DSHS" means the Department of State Health Services. "Effective Date"means the date on which the Grant Agreement takes effect. "Federal Fiscal Year"means the period beginning October 1 and ending September 30 each year, which is the annual accounting period for the United States government. "GAAP" means Generally Accepted Accounting Principles. "GASB" means the Governmental Accounting Standards Board. "Grantee"means the Party receiving funds under this Grant Agreement. May also be referred to as "subrecipient" or "contractor" in this document. "HHSC" means the Texas Health and Human Services Commission. "Health and Human Services" or"HHS"includes HHSC and DSHS. "Intellectual Prope . Rights"means the worldwide proprietary rights or interests, including patent, copyright, trade secret, and trademark rights, as such right may be evidenced by or embodied in: i. any idea, design, concept,personality right, method,process, technique, apparatus, invention, discovery, or improvement; ii. any work of authorship, including any compilation, computer code, website or web page design, literary work,pictorial work, or graphic work; iii. any trademark, service mark, trade dress, trade name, branding, or other indicia of source or origin; iv. domain name registrations; and v. any other proprietary or similar rights. The Intellectual Property Rights of a Party include all worldwide proprietary rights or interests that the Parry may have acquired by assignment, by exclusive license, or by license with the right to grant sublicenses. "Parties" means the System Agency and Grantee, collectively. "Pam"means either the System Agency or Grantee, individually. "Project"means specific activities of the Grantee that are supported by funds provided under this Grant Agreement. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 6 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 "Signature Document" means the document executed by all Parties for this Grant Agreement. "Solicitation,""Funding Announcement" or"Request for Applications (RFA)"means the document(including all exhibits, attachments, and published addenda), issued by the System Agency under which applications for grant funds were requested, which is incorporated by reference in the Grant Agreement for all purposes in its entirety. "Solicitation Response" or"Application"means Grantee's full and complete Solicitation response (including any attachments and addenda), which is incorporated by reference in the Grant Agreement for all purposes in its entirety. "State Fiscal Year" means the period beginning September 1 and ending August 31 each year, which is the annual accounting period for the State of Texas. "State of Texas Textravel"means the Texas Comptroller of Public Accounts' website relative to travel reimbursements under this Contract, if any. "Statement of Work"means the description of activities Grantee mustperform to complete the Project, as specified in the Grant Agreement, and as may be amended. "System Agency"means HHSC or DSHS,as applicable. "Work Product"means any and all works, including work papers, notes, materials, approaches, designs, specifications, systems, innovations, improvements, inventions, software, programs, source code, documentation, training materials, audio or audiovisual recordings, methodologies, concepts, studies, reports, whether finished or unfinished, and whether or not included in the deliverables, that are developed, produced, generated or provided by Grantee in connection with Grantee's performance of its duties under the Grant Agreement or through use of any funding provided under this Grant Agreement. "Texas Grant Management Standards" or"TxGMS"means uniform grant and contract administration procedures, developed under the authority of Chapter 783 of the Texas Government Code, to promote the efficient use of public funds in local government and in programs requiring cooperation among local, state, and federal agencies. Under this Grant Agreement, TxGMS applies to Grantee except as otherwise provided by applicable law or directed by System Agency. Additionally, except as otherwise provided by applicable law, in the event of a conflict between TxGMS and applicable federal or state law, federal law prevails over state law and state law prevails over TxGMS. 1.2 INTERPRETIVE PROVISIONS A. The meanings of defined terms include the singular and plural forms. B. The words "hereof,""herein," "hereunder," and similar words refer to this Grant Agreement as a whole and not to any particular provision, section, attachment, or schedule of this Grant Agreement unless otherwise specified. C. The term "including"is not limiting and means "including without limitation" and, unless otherwise expressly provided in this Grant Agreement, (i)references to contracts (including this Grant Agreement) and other contractual instruments shall be deemed to include all subsequent Amendments and other modifications, but only to the extent that such Amendments and other modifications are not prohibited by the terms of this Grant Agreement, and(ii)references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting the statute or regulation. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 7 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 D. Any references to agreements, contracts, statutes, or administrative rules or regulations in the Grant Agreement are references to these documents as amended, modified, or supplemented during the term of the Grant Agreement. E. The captions and headings of this Grant Agreement are for convenience of reference only and do not affect the interpretation of this Grant Agreement. F. All attachments, including those incorporated by reference, and any Amendments are considered part of the terms of this Grant Agreement. G. This Grant Agreement may use several different limitations, regulations, or policies to regulate the same or similar matters. All such limitations, regulations, and policies are cumulative. H. Unless otherwise expressly provided, reference to any action of the System Agency or by the System Agency by way of consent, approval, or waiver will be deemed modified by the phrase "in its sole discretion." L Time is of the essence in this Grant Agreement. J. Prior to execution of the Grant Agreement, Grantee must notify System Agency's designated contact in writing of any ambiguity, conflict, discrepancy, omission, or other error. If Grantee fails to notify the System Agency designated contact of any ambiguity, conflict, discrepancy, omission, or other error in the Grant Agreement prior to Grantee's execution of the Grant Agreement, Grantee: i. Shall have waived any claim of error or ambiguity in the Grant Agreement; and ii. Shall not contest the interpretation by the System Agency of such provision(s). No grantee will be entitled to additional reimbursement, relief, or time by reason of any ambiguity, conflict, discrepancy, exclusionary specification, omission, or other error or its later correction. ARTICLE II. PAYMENT PROVISIONS 2.1 PROMPT PAYMENT Payment shall be made in accordance with Chapter 2251 of the Texas Government Code, commonly known as the Texas Prompt Payment Act. Chapter 2251 of the Texas Government Code shall govern remittance of payment and remedies for late payment and non-payment. 2.2 TAXES Grantee represents and warrants that it shall pay all taxes or similar amounts resulting from the Grant Agreement, including, but not limited to, any federal, State, or local income, sales or excise taxes of Grantee or its employees. System Agency shall not be liable for any taxes resulting from the Grant Agreement. 2.3 ANCILLARY AND TRAVEL EXPENSES A. Except as otherwise provided in the Grant Agreement, no ancillary expenses incurred by the Grantee in connection with its provision of the services or deliverables will be reimbursed by the System Agency. Ancillary expenses include,but are not limited to, costs associated with transportation, delivery, and insurance for each deliverable. B. Except as otherwise provided in the Grant Agreement, when the reimbursement of travel expenses is authorized by the Grant Agreement, all such expenses will be reimbursed in accordance with the rates set by the Texas Comptroller's Textravel guidelines,which can currently be accessed at: htt2s://fmx.cl2a.texas.gov/fmx/travel/textravel/ HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 8 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 2.4 BILLING Unless otherwise provided in the Grant Agreement, Grantee shall bill the System Agency in accordance with the Grant Agreement. Unless otherwise specified in the Grant Agreement, Grantee shall submit requests for reimbursement or payment monthly by the last business day of the month following the month in which expenses were incurred or services provided. Grantee shall maintain all documentation that substantiates invoices and make the documentation available to the System Agency upon request. 2.5 USE OF FUNDS Grantee shall expend funds under this Grant Agreement only for approved services and for reasonable and allowable expenses directly related to those services. 2.6 USE FOR MATCH PROHIBITED Grantee shall not use funds provided under this Grant Agreement for matching purposes in securing other funding without the written approval of the System Agency. 2.7 PROGRAM INCOME Program income refers to gross income directly generated by a supporting activity during the period of performance. Unless otherwise required under the Grant Agreement, Grantee shall use Program Income, as provided in TxGMS, to further the Project, and Grantee shall spend the Program Income on the Project. Grantee shall identify and report Program Income in accordance with the Grant Agreement, applicable law, and any programmatic guidance. Grantee shall expend Program Income during the Grant Agreement term, when earned, and may not carry Program Income forward to any succeeding term. Grantee shall refund Program Income to the System Agency if the Program Income is not expended in the term in which it is earned. The System Agency may base future funding levels, in part, upon Grantee's proficiency in identifying,billing, collecting, and reporting Program Income, and in using Program Income for the purposes and under the conditions specified in this Grant Agreement. 2.8 NONSUPPLANTING Grant funds must be used to supplement existing, new or corresponding programming and related activities. Grant funds may not be used to supplant(replace) existing funds that have been appropriated, allocated, or disbursed for the same purpose. System Agency may conduct Grant monitoring or audits may be conducted to review, among other things, Grantee's compliance with this provision. 2.9 INDIRECT COST RATES The System Agency may acknowledge an indirect cost rate for Grantees that is utilized for all applicable Grant Agreements. For subrecipients receiving federal funds, indirect cost rates will be determined in accordance with applicable law including, but not limited to, 2 CFR 200.414(f). For recipients receiving state funds, indirect costs will be determined in accordance with applicable law including,but not limited to, TxGMS. Grantees funded with blended federal and state funding will be subject to both state and federal requirements when determining indirect costs. In the event of a conflict between TxGMS and applicable federal law or regulation, the provisions of federal law or regulation will apply.-Grantee will provide any necessary financial documents to determine the indirect cost rate in accordance with the Uniform Grant Guidance (UGG) and TxGMS. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 9 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 ARTICLE III. STATE AND FEDERAL FUNDING 3.1 EXCESS OBLIGATIONS PROHIBITED This Grant Agreement is subject to termination or cancellation, without penalty to System Agency, either in whole or in part, subject to the availability and actual receipt by System Agency of state or federal funds. System Agency is a state agency whose authority and appropriations are subject to actions of the Texas Legislature. If System Agency becomes subject to a legislative change,revocation of statutory authority, or lack of appropriated funds that would render either System Agency's or Grantee's delivery or performance under the Grant Agreement impossible or unnecessary, the Grant Agreement will be terminated or cancelled and be deemed null and void. In the event of a termination or cancellation under this Section, System Agency will not be liable to Grantee for any damages that are caused or associated with such termination or cancellation, and System Agency will not be required to give prior notice. Additionally, System Agency will not be liable to Grantee for any remaining unpaid funds under this Grant Agreement at time of termination. 3.2 NO DEBT AGAINST THE STATE This Grant Agreement will not be construed as creating any debt by or on behalf of the State of Texas. 3.3 DEBTS AND DELINQUENCIES Grantee agrees that any payments due under the Grant Agreement shall be directly applied towards eliminating any debt or delinquency it has to the State of Texas including,but not limited to, delinquent taxes, delinquent student loan payments, and delinquent child support during the entirety of the Grant Agreement term. 3.4 REFUNDS AND OVERPAYMENTS A. At its sole discretion, the System Agency may (i)withhold all or part of any payments to Grantee to offset overpayments, unallowable or ineligible costs made to the Grantee, or if any required financial status report(s)is not submitted by the due date(s); or(ii)require Grantee to promptly refund or credit-within thirty (30) calendar days of written notice— to System Agency any funds erroneously paid by System Agency which are not expressly authorized under the Grant Agreement. B. "Overpayments" as used in this Section include payments (i)made by the System Agency that exceed the maximum allowable rates;(ii)that are not allowed under applicable laws,rules, or regulations; or(iii)that are otherwise inconsistent with this Grant Agreement, including any unapproved expenditures. Grantee understands and agrees that it shall be liable to the System Agency for any costs disallowed pursuant to financial and compliance audit(s) of funds received under this Grant Agreement. Grantee further understands and agrees that reimbursement of such disallowed costs shall be paid by Grantee from funds which were not provided or otherwise made available to Grantee under this Grant Agreement. ARTICLE IV. ALLOWABLE COSTS AND AUDIT REQUIREMENTS 4.1 ALLOWABLE COSTS A. Allowable Costs are restricted to costs that are authorized under Texas Uniform Grant Management Standards (TxGMS) and applicable state and federal rules and laws. This Grant Agreement is subject to all applicable requirements of TxGMS, including the HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 10 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 criteria for Allowable Costs. Additional federal requirements apply if this Grant Agreement is funded, in whole or in part, with federal funds. B. System Agency will reimburse Grantee for actual,allowable, and allocable costs incurred by Grantee in performing the Project,provided the costs are sufficiently documented. Grantee must have incurred a cost prior to claiming reimbursement and within the applicable term to be eligible for reimbursement under this Grant Agreement. At its sole discretion, the System Agency will determine whether costs submitted by Grantee are allowable and eligible for reimbursement. The System Agency may take repayment (recoup) from remaining funds available under this Grant Agreement in amounts necessary to fulfill Grantee's repayment obligations. Grantee and all payments received by Grantee under this Grant Agreement are subject to applicable cost principles, audit requirements, and administrative requirements including applicable provisions under 2 CFR 200, 48 CFR Part 31, and TxGMS. C. OMB Circulars will be applied with the modifications prescribed by TxGMS with effect given to whichever provision imposes the more stringent requirement in the event of a conflict. 4.2 AUDITS AND FINANCIAL STATEMENTS A. Audits i. Grantee understands and agrees that Grantee is subject to any and all applicable audit requirements found in state or federal law or regulation or added by this Grant Agreement ii. HHS Single Audit Unit will notify Grantee to complete the Single Audit Determination Form. If Grantee fails to complete the form within thirty (30) calendar days after receipt of notice, Grantee maybe subject to sanctions and remedies for non-compliance. iii. If Grantee, within Grantee's fiscal year, expends at least SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000)in federal funds awarded, Grantee shall have a single audit or program-specific audit in accordance with 2 CFR 200. The federal threshold amount includes federal funds passed through by way of state agency awards. iv. If Grantee, within Grantee's fiscal year, expends at least SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000) in state funds awarded, Grantee shall have a single audit or program-specific audit in accordance with TxGMS. The audit must be conducted by an independent certified public accountant and in accordance with 2 CFR 200, Government Auditing Standards, and TxGMS. v. For-profit Grantees whose expenditures meet or exceed the federal or state expenditure thresholds stated above shall follow the guidelines in 2 CFR 200 or TxGMS, as applicable,for their program-specific audits. vi. Each Grantee required to obtain a single audit must competitively re-procure single audit services once every six years. Grantee shall procure audit services in compliance with this section, state procurement procedures, as well as with applicable provisions of 2 CFR 200 and TxGMS. B. Financial Statements. Each Grantee that does not meet the expenditure threshold for a single audit or program- specific audit, must provide financial statements for the audit period. 4.3 SUBMISSION OF AUDITS AND FINANCIAL STATEMENTS A. Audits. Due the earlier of 30 days after receipt of the independent certified public accountant's HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 11 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 report or nine months after the end of the fiscal year, Grantee shall submit one electronic copy of the single audit or program-specific audit to the System Agency via: i. HHS portal at https://hhsportal.hhs.state.tx.us/heartwebextr/hhscSau or, ii. Email to: single audit reportkhhsc.state.tx.us. B. Financial Statements. Due no later than nine months after the Grantee's fiscal year-end, Grantees not required to submit an audit, shall submit one electronic copy of their financial statements via: i. HHS portal at htt2s:Hhhsportal.hhs.state.tx.us/heartwebextr/hhscSau; or, ii. Email to: single audit reporte,hhsc.state.tx.us. ARTICLE V. WARRANTY,AFFIRMATIONS,ASSURANCES AND CERTIFICATIONS 5.1 WARRANTY Grantee warrants that all work under this Grant Agreement shall be completed in a manner consistent with standards under the terms of this Grant Agreement, in the applicable trade, profession, or industry; shall conform to or exceed the specifications set forth in the Grant Agreement; and all deliverables shall be fit for ordinary use,of good quality,and with no material defects. If System Agency, in its sole discretion, determines Grantee has failed to complete work timely or to perform satisfactorily under conditions required by this Grant Agreement,the System Agency may require Grantee, at its sole expense,to: i. Repair or replace all defective or damaged work; ii. Refund any payment Grantee received from System Agency for all defective or damaged work and, in conjunction therewith,require Grantee to accept the return of such work; and, iii. Take necessary action to ensure that Grantee's future performance and work conform to the Grant Agreement requirements. 5.2 GENERAL AFFIRMATIONS Grantee certifies that,to the extent affirmations are incorporated into the Grant Agreement, the Grantee has reviewed the affirmations and that Grantee is in compliance with all requirements. 5.3 FEDERAL ASSURANCES Grantee further certifies that, to the extent federal assurances are incorporated into the Grant Agreement, the Grantee has reviewed the federal assurances and that Grantee is in compliance with all requirements. 5.4 FEDERAL CERTIFICATIONS Grantee further certifies that, to the extent federal certifications are incorporated into the Grant Agreement, the Grantee has reviewed the federal certifications and that Grantee is in compliance with all requirements. In addition, Grantee certifies that it is in compliance with all applicable federal laws,rules, and regulations, as they may pertain to this Grant Agreement. 5.5 STATE ASSURANCES Except to the extent of any conflict under applicable law or requirements or guidelines of any federal awarding agency from which funding for this Grant Agreement originated, the Grantee must comply with the applicable state assurances included within the TxGMS which are incorporated here by reference. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 12 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 ARTICLE VI. INTELLECTUAL PROPERTY 6.1 OWNERSHIP OF WORK PRODUCT A. All right, title, and interest in the Work Product, including all Intellectual Property Rights therein,is exclusively owned by System Agency.Grantee and Grantee's employees will have no rights in or ownership of the Work Product or any other property of System Agency. B. Any and all Work Product that is copyrightable under United States copyright law is deemed to be "work made for hire" owned by System Agency, as provided by Title 17 of the United States Code. To the extent that Work Product does not qualify as a"work made for hire"under applicable federal law, Grantee hereby irrevocably assigns and transfers to System Agency, its successors and assigns,the entire right,title, and interest in and to the Work Product, including any and all Intellectual Property Rights embodied therein or associated therewith, and in and to all works based upon, derived from, or incorporating the Work Product, and in and to all income,royalties, damages, claims and payments now or hereafter due or payable with respect thereto, and in and to all causes of action, either in law or in equity for past,present or future infringement based on the copyrights, and in and to all rights corresponding to the foregoing. C. Grantee agrees to execute all papers and to perform such other acts as System Agency may deem necessary to secure for System Agency or its designee the rights herein assigned. D. In the event that Grantee has any rights in and to the Work Product that cannot be assigned to System Agency, Grantee hereby grants to System Agency an exclusive, worldwide, royalty-free, transferable, irrevocable, and perpetual license,with the right to sublicense,to reproduce, distribute, modify, create derivative works of,publicly perform and publicly display, make, have made, use, sell and offer for sale the Work Product and any products developed by practicing such rights. E. The foregoing does not apply to Incorporated Pre-existing Works or Third Party IP that are incorporated in the Work Product by Grantee. Grantee shall provide System Agency access during normal business hours to all Grantee materials,premises, and computer files containing the Work Product. 6.2 GRANTEE'S PRE-EXISTING WORKS A. To the extent that Grantee incorporates into the Work Product any works of Grantee that were created by Grantee or that Grantee acquired rights in prior to the Effective Date of this Grant Agreement("Incorporated Pre-existing Works"), Grantee retains ownership of such Incorporated Pre-existing Works. B. Grantee hereby grants to System Agency an irrevocable,perpetual,non-exclusive, royalty-free,transferable,worldwide right and license,with the right to sublicense,to use,reproduce, modify, copy, create derivative works of, publish, publicly perform and display, sell, offer to sell, make and have made, the Incorporated Pre-existing Works, in any medium, with or without the associated Work Product. C. Grantee represents, warrants, and covenants to System Agency that Grantee has all necessary right and authority to grant the foregoing license in the Incorporated Pre- existing Works to System Agency. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 13 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 6.3 THIRD PARTY IP A. To the extent that any Third Party IP is included or incorporated in the Work Product by Grantee, Grantee hereby grants to System Agency,or shall obtain from the applicable third party for System Agency's benefit, the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license, for System Agency's internal business or governmental purposes only, to use, reproduce, display, perform, distribute copies of, and prepare derivative works based upon such Third Party IP and any derivative works thereof embodied in or delivered to System Agency in conjunction with the Work Product, and to authorize others to do any or all of the foregoing. B. Grantee shall obtain System Agency's advance written approval prior to incorporating any Third Party IP into the Work Product, and Grantee shall notify System Agency on delivery of the Work Product if such materials include any Third Party IP. C. Grantee shall provide System Agency all supporting documentation demonstrating Grantee's compliance with this Section 6.3,including without limitation documentation indicating a third parry's written approval for Grantee to use any Third Party IP that may be incorporated in the Work Product. 6.4 AGREEMENTS WITH EMPLOYEES AND SUBCONTRACTORS Grantee shall have written, binding agreements with its employees and subcontractors that include provisions sufficient to give effect to and enable Grantee's compliance with Grantee's obligations under this Article VI, Intellectual Property. 6.5 DELIVERY UPON TERMINATION OR EXPIRATION No later than the first calendar day after the termination or expiration of the Grant Agreement or upon System Agency's request, Grantee shall deliver to System Agency all completed, or partially completed, Work Product, including any Incorporated Pre-existing Works, and any and all versions thereof. Grantee's failure to timely deliver such Work Product is a material breach of the Grant Agreement. Grantee will not retain any copies of the Work Product or any documentation or other products or results of Grantee's activities under the Grant Agreement without the prior written consent of System Agency. 6.6 SURVIVAL The provisions and obligations of this Article survive any termination or expiration of the Grant Agreement. 6.7 SYSTEM AGENCY DATA A. As between the Parties, all data and information acquired, accessed, or made available to Grantee by, through, or on behalf of System Agency or System Agency contractors, including all electronic data generated, processed, transmitted, or stored by Grantee in the course of providing data processing services in connection with Grantee's performance hereunder(the"System Agency Data"), is owned solely by System Agency. B. Grantee has no right or license to use, analyze, aggregate,transmit, create derivatives of, copy, disclose, or process the System Agency Data except as required for Grantee to fulfill its obligations under the Grant Agreement or as authorized in advance in writing by System Agency. C. For the avoidance of doubt, Grantee is expressly prohibited from using, and from permitting any third party to use, System Agency Data for marketing, research, or other non-governmental or commercial purposes,without the prior written consent of System Agency. D. Grantee shall make System Agency Data available to System Agency, including to HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 14 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 System Agency's designated vendors, as directed in writing by System Agency. The foregoing shall be at no cost to System Agency. E. Furthermore, the proprietary nature of Grantee's systems that process, store, collect, and/or transmit the System Agency Data shall not excuse Grantee's performance of its obligations hereunder. ARTICLE VII. PROPERTY 7.1 USE OF STATE PROPERTY A. Grantee is prohibited from using State Property for any purpose other than performing Services authorized under the Grant Agreement. B. State Property includes, but is not limited to, System Agency's office space, identification badges, System Agency information technology equipment and networks (e.g., laptops,portable printers, cell phones, iPads or tablets, external hard drives, data storage devices, any System Agency-issued software, and the System Agency Virtual Private Network(VPN client)), and any other resources of System Agency. C. Grantee shall not remove State Property from the continental United States. In addition, Grantee may not use any computing device to access System Agency's network or e- mail while outside of the continental United States. D. Grantee shall not perform any maintenance services on State Property unless the Grant Agreement expressly authorizes such Services. E. During the time that State Property is in the possession of Grantee, Grantee shall be responsible for: i. all repair and replacement charges incurred by State Agency that are associated with loss of State Property or damage beyond normal wear and tear, and ii. all charges attributable to Grantee's use of State Property that exceeds the Grant Agreement scope. Grantee shall fully reimburse such charges to System Agency within ten(10) calendar days of Grantee's receipt of System Agency's notice of amount due. Use of State Property for a purpose not authorized by the Grant Agreement shall constitute breach of contract and may result in termination of the Grant Agreement and the pursuit of other remedies available to System Agency under contract, at law, or in equity. 7.2 DAMAGE TO STATE PROPERTY A. In the event of loss,destruction, or damage to any System Agency or State of Texas owned, leased, or occupied property or equipment by Grantee or Grantee's employees, agents, Subcontractors, or suppliers, Grantee shall be liable to System Agency and the State of Texas for the full cost of repair, reconstruction, or replacement of the lost, destroyed, or damaged property. B. Grantee shall notify System Agency of the loss, destruction, or damage of equipment or property within one (1)business day. Grantee shall reimburse System Agency and the State of Texas for such property damage within ten(10) calendar days after Grantee's receipt of System Agency's notice of amount due. 7.3 PROPERTY RIGHTS UPON TERMINATION OR EXPIRATION OF CONTRACT In the event the Grant Agreement is terminated for any reason or expires, State Property remains the property of the System Agency and must be returned to the System Agency by the earlier of the end date of the Grant Agreement or upon System Agency's request. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 15 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 7.4 EQUIPMENT AND PROPERTY A The Grantee must ensure equipment with a per-unit cost of$5,000 or greater purchased with grant funds under this award is used solely for the purpose of this Grant or is properly pro-rated for use under this Grant. Grantee must have control systems to prevent loss, damage, or theft of property funded under this Grant. Grantee shall maintain equipment management and inventory procedures for equipment,whether acquired in part or whole with grant funds, until disposition occurs. B. When equipment acquired by Grantee under this Grant Agreement is no longer needed for the original project or for other activities currently supported by System Agency, the Grantee must properly dispose of the equipment pursuant to 2 CFR and/or TxGMS, as applicable. Upon termination of this Grant Agreement,use and disposal of equipment by the Grantee shall conform with TxGMS requirements. C. Grantee shall initiate the purchase of all equipment approved in writing by the System Agency in accordance with the schedule approved by System Agency, as applicable. Failure to timely initiate the purchase of equipment may result in the loss of availability of funds for the purchase of equipment. Requests to purchase previously approved equipment after the first quarter in the Grant Agreement must be submitted to the assigned System Agency contract manager. D. Controlled Assets include firearms, regardless of the acquisition cost, and the following assets with an acquisition cost of$500 or more, but less than $5,000: desktop and laptop computers (including notebooks, tablets and similar devices), non-portable printers and copiers, emergency management equipment, communication devices and systems, medical and laboratory equipment, and media equipment. Controlled Assets are considered supplies. E System Agency funds must not be used to purchase buildings or real property without prior written approval from System Agency. Any costs related to the initial acquisition of the buildings or real property are not allowable without written pre-approval. ARTICLE VIII. RECORD RETENTION,AUDIT,AND CONFIDENTIALITY 8.1 RECORD MAINTENANCE AND RETENTION A. Grantee shall keep and maintain under GAAP or GASB, as applicable, full,true, and complete records necessary to fully disclose to the System Agency, the Texas State Auditor's Office,the United States Government, and their authorized representatives all information required to determine compliance with the terms and conditions of this Grant Agreement and all state and federal rules, regulations, and statutes. Grantee shall ensure these same requirements are included in all subcontracts. B. Grantee shall maintain and retain legible copies of this Grant Agreement and all records relating to the performance of the Grant Agreement, including supporting fiscal documents adequate to ensure that claims for grant funds are in accordance with applicable State of Texas requirements. These records shall be maintained and retained by the Grantee for a minimum of seven (7)years after the Grant Agreement expiration date or seven (7)years after all audits, claims,litigation, or disputes involving the Grant Agreement are resolved, whichever is later. Grantee shall ensure these same requirements are included in all subcontracts. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 16 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 8.2 AGENCY'S RIGHT TO AUDIT A. Grantee shall make available at reasonable times and upon reasonable notice, and for reasonable periods, work papers, reports, books, records, supporting documents kept current by Grantee pertaining to the Grant Agreement for purposes of inspecting, monitoring, auditing, or evaluating by System Agency and the State of Texas. Grantee shall ensure these same requirements are included in all subcontracts. B. In addition to any right of access arising by operation of law, Grantee and any of Grantee's affiliate or subsidiary organizations, or Subcontractors shall permit the System Agency or any of its duly authorized representatives, as well as duly authorized federal, state or local authorities,unrestricted access to and the right to examine any site where business is conducted or services are performed, and all records,which includes but is not limited to financial, client and patient records, books,papers or documents related to this Grant Agreement. Grantee shall permit the System Agency or any of its duly authorized federal, state, or local authorities unrestricted access to and the right to examine all external contracts and or pricing models or methodologies related to the Grant Agreement. Grantee shall ensure these same requirements are included in all subcontracts. If the Grant Agreement includes federal funds, federal agencies that shall have a right of access to records as described in this section include: the federal agency providing the funds,the Comptroller General of the United States,the General Accounting Office, the Office of the Inspector General, and any of their authorized representatives. In addition, agencies of the State of Texas that shall have a right of access to records as described in this section include: the System Agency, HHS's contracted examiners, the State Auditor's Office, the Office of the Texas Attorney General, and any successor agencies. Each of these entities may be a duly authorized authority. C. If deemed necessary by the System Agency or any duly authorized authority, for the purpose of oversight, including, but not limited to, reviews, inspections, audits and investigations, Grantee shall produce original documents related to this Grant Agreement. D. The System Agency and any duly authorized authority shall have the right to audit billings both before and after payment, and all documentation that substantiates the billings and payments related to the Grant Agreement, including those related to a Subcontractor. E. Grantee shall include the System Agency's and any of its duly authorized representatives', as well as duly authorized federal, state, or local authorities, unrestricted right of access to, and examination of, sites and information related to this Grant Agreement in any Subcontract it awards. 8.3 RESPONSE/COMPLIANCE WITH AUDIT OR INSPECTION FINDINGS A. Grantee must act to ensure its and its Subcontractors' compliance with all corrections necessary to address any finding of noncompliance with any law, regulation, audit requirement, or generally accepted accounting principle, or any other deficiency identified in any audit, review, inspection or investigation of the Grant Agreement and the services and Deliverables provided. Any such correction will be at Grantee's or its Subcontractor's sole expense. Whether Grantee's action corrects the noncompliance shall be solely the decision of the System Agency. B. As part of the services, Grantee must provide to HHS upon request a copy of those portions of Grantee's and its Subcontractors'internal audit reports relating to the services and Deliverables provided to the State under the Grant Agreement. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 17 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 C. Grantee shall include the requirement to provide to System Agency (and any of its duly authorized federal, state, or local authorities)internal audit reports related to this Grant Agreement in any Subcontract it awards. Upon request by System Agency, Grantee shall enforce this requirement against its Subcontractor. Further, Grantee shall include in any Subcontract it awards a requirement that all Subcontractor Subcontracts must also include these provisions. 8.4 STATE AUDITOR'S RIGHT TO AUDIT The state auditor may conduct an audit or investigation of any entity receiving funds from the state directly under the Grant Agreement or indirectly through a subcontract under the Grant Agreement. The acceptance of funds directly under the Grant Agreement or indirectly through a subcontract under the Grant Agreement acts as acceptance of the authority of the state auditor,under the direction of the legislative audit committee,to conduct an audit or investigation in connection with those funds. Under the direction of the legislative audit committee,an entity that is the subject of an audit or investigation by the state auditor must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit. Grantee shall ensure the authority to audit funds received indirectly by subcontractors through the contract and the requirement to cooperate is included in any subcontract it awards. 8.5 CONFIDENTIALITY Grantee shall maintain as confidential and shall not disclose to third parties without System Agency's prior written consent, any System Agency information including but not limited to System Agency's business activities, practices, systems, conditions and services. This Article VIII will survive termination or expiration of this Grant Agreement. Further, the obligations of Grantee under this Article VIII will survive termination or expiration of this Grant Agreement. This requirement must be included in all subcontracts awarded by Grantee. ARTICLE IX. GRANT REMEDIES, TERMINATION AND PROHIBITED ACTIVITIES 9.1 REMEDIES A To ensure Grantee's full performance of the Grant Agreement and compliance with applicable law, System Agency reserves the right to hold Grantee accountable for breach of contract or substandard performance and may take remedial or corrective actions, including, but not limited to the following: i. temporarily withholding cash disbursements or reimbursements pending correction of the deficiency; ii. disallowing or denying use of funds for the activity or action deemed not to be in compliance; iii. disallowing claims for reimbursement that may require a partial or whole return of previous payments or reimbursements; iv. suspending all or part of the Grant Agreement; v. requiring the Grantee to take specific actions in order to remain in compliance with the Grant Agreement; vi. recouping payments made by the System Agency to the Grantee found to be in error; vii. suspending, limiting, or placing conditions on the Grantee's continued performance of the Project; viii. prohibiting the Grantee from receiving additional funds for other grant programs administered by the System Agency until satisfactory compliance resolution is HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 18 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 obtained; ix. withholding release of new grant agreements; and x. imposing any other remedies, sanctions or penalties authorized under this Grant Agreement or permitted by federal or state statute, law,regulation or rule. R Unless expressly authorized by System Agency, Grantee may not be entitled to reimbursement for expenses incurred while the Grant Agreement is suspended. C. No action taken by System Agency in exercising remedies or imposing sanctions will constitute or operate as a waiver of any other rights or remedies available to System Agency under the Grant Agreement or pursuant to law. Additionally, no action taken by System Agency in exercising remedies or imposing sanctions will constitute or operate as an acceptance, waiver, or cure of Grantee's breach. Unless expressly authorized by System Agency, Grantee may not be entitled to reimbursement for expenses incurred while the Grant Agreement is suspended or after termination. 9.2 TERMINATION FOR CONVENIENCE The System Agency may terminate the Grant Agreement, in whole or in part, at any time when,in its sole discretion,the System Agency determines that termination is in the best interests of the State of Texas. The termination will be effective on the date specified in the System Agency's notice of termination. 9.3 TERMINATION FOR CAUSE A. Except as otherwise provided by the U.S. Bankruptcy Code, or any successor law, the System Agency may terminate the Grant Agreement, in whole or in part,upon either of the following conditions: i. Material Breach The System Agency may terminate the Grant Agreement, in whole or in part, if the System Agency determines, in its sole discretion, that Grantee has materially breached the Grant Agreement or has failed to adhere to any laws, ordinances, rules,regulations or orders of any public authority having jurisdiction, whether or not such violation prevents or substantially impairs performance of Grantee's duties under the Grant Agreement. Grantee's misrepresentation in any aspect including, but not limited to, of Grantee's Solicitation Application, if any, or Grantee's addition to the SAM exclusion list(identification in SAM as an excluded entity) may also constitute a material breach of the Grant Agreement. ii. Failure to Maintain Financial Viability The System Agency may terminate the Grant Agreement if the System Agency, in its sole discretion, determines that Grantee no longer maintains the financial viability required to complete the services and deliverables, or otherwise fully perform its responsibilities under the Grant Agreement. B. System Agency will specify the effective date of such termination in the notice to Grantee. If no effective date is specified, the Grant Agreement will terminate on the date of the notification. 9.4 GRANTEE RESPONSIBILITY FOR SYSTEM AGENCY'S TERMINATION COSTS If the System Agency terminates the Grant Agreement for cause, the Grantee shall be responsibleto the System Agency for all costs incurred by the System Agency and the State of Texas to replace the Grantee. These costs include, but are not limited to, the costs of procuring a substitute grantee and the cost of any claim or litigation attributable to Grantee's failure to perform any work in accordance with the terms of the Grant Agreement. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 19 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 9.5 INHERENTLY RELIGIOUS ACTIVITIES Grantee may not use grant funding to engage in inherently religious activities, such as proselytizing, scripture study, or worship. Grantees may engage in inherently religious activities;however,these activities must be separate in time or location from the grant- funded program. Moreover, grantees must not compel program beneficiaries to participate in inherently religious activities. These requirements apply to all grantees, not just faith-based organizations. 9.6 POLITICAL ACTIVITIES Grant funds cannot be used for the following activities: A. Grantees and their relevant sub-grantees or subcontractors are prohibited from using grant funds directly or indirectly for political purposes, including lobbying, advocating for legislation, campaigning for, endorsing, contributing to, or otherwise supporting political candidates or parties, and voter registration campaigns. Grantees may use private, or non-System Agency money or contributions for political purposes but may not charge to, or be reimbursed from, System Agency contracts or grants for the costs of such activities. B. Grant-funded employees may not use official authority or influence to achieve any political purpose and grant funds cannot be used for the salary, benefits, or any other compensation of an elected official. C. Grant funds may not be used to employ, in any capacity, a person who is required by Chapter 305 of the Texas Government Code to register as a lobbyist. Additionally, grant funds cannot be used to pay membership dues to an organization that partially or wholly pays the salary of a person who is required by Chapter 305 of the Texas Government Code to register as a lobbyist. D. As applicable, Grantee will comply with 31 USC § 1352, relating to the limitation on use of appropriated funds to influence certain Federal contracting and financial transactions. ARTICLE X. INDEMNITY 10.1 GENERAL INDEMNITY A. GRANTEE SHALL DEFEND,INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND SYSTEM AGENCY,AND/OR THEIR OFFICERS, AGENTS,EMPLOYEES,REPRESENTATIVES, CONTRACTORS, ASSIGNEES,AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS,DEMANDS, OR SUITS,AND ALL RELATED COSTS, ATTORNEYS' FEES,AND EXPENSES ARISING OUT OF OR RESULTING FROM ANY ACTS OR OMISSIONS OF GRANTEE OR ITS AGENTS, EMPLOYEES, SUBCONTRACTORS, ORDER FULFILLERS,OR SUPPLIERS OF SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OF THE GRANT AGREEMENT AND ANY PURCHASE ORDERS ISSUED UNDER THE GRANT AGREEMENT. B. THIS PARAGRAPH IS NOT INTENDED TO AND WILL NOT BE CONSTRUED TO REQUIRE GRANTEE TO INDEMNIFY OR HOLD HARMLESS THE STATE OR THE SYSTEM AGENCY FOR ANY CLAIMS OR LIABILITIES RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE SYSTEM AGENCY OR ITS EMPLOYEES. C. FOR THE AVOIDANCE OF DOUBT, SYSTEM AGENCY SHALL NOT INDEMNIFY GRANTEE OR ANY OTHER ENTITY UNDER THE GRANT HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 20 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 AGREEMENT. 10.2 INTELLECTUAL PROPERTY GRANTEE SHALL DEFEND,INDEMNIFY,AND HOLD HARMLESS THE SYSTEM AGENCY AND THE STATE OF TEXAS FROM AND AGAINST ANY AND ALL CLAIMS,VIOLATIONS,MISAPPROPRIATIONS, OR INFRINGEMENT OF ANY PATENT,TRADEMARK, COPYRIGHT,TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHTS AND/OR OTHER INTANGIBLE PROPERTY,PUBLICITY OR PRIVACY RIGHTS,AND/OR IN CONNECTION WITH OR ARISING FROM: i THE PERFORMANCE OR ACTIONS OF GRANTEE PURSUANT TO THIS GRANT AGREEMENT; i ANY DELIVERABLE,WORK PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER;AND/OR R SYSTEM AGENCY'S AND/OR GRANTEE'S USE OF OR ACQUISITION OF ANY REQUESTED SERVICES OR OTHER ITEMS PROVIDED TO SYSTEM AGENCY BY GRANTEE OR OTHERWISE TO WHICH SYSTEM AGENCY HAS ACCESS AS A RESULT OF GRANTEE'S PERFORMANCE UNDER THE GRANT AGREEMENT. 10.3 ADDITIONAL INDEMNITY PROVISIONS A. GRANTEE AND SYSTEM AGENCY AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY INDEMNITY CLAIM. GRANTEE SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INCLUDING ATTORNEYS' FEES. B. THE DEFENSE SHALL BE COORDINATED BY THE GRANTEE WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND GRANTEE MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE TEXAS ATTORNEY GENERAL. C. GRANTEE SHALL REIMBURSE SYSTEM AGENCY AND THE STATE OF TEXAS FOR ANY CLAIMS,DAMAGES, COSTS,EXPENSES OR OTHER AMOUNTS,INCLUDING,BUT NOT LIMITED TO,ATTORNEYS' FEES AND COURT COSTS,ARISING FROM ANY SUCH CLAIM. IF THE SYSTEM AGENCY DETERMINES THAT A CONFLICT EXISTS BETWEEN ITS INTERESTS AND THOSE OF GRANTEE OR IF SYSTEM AGENCY IS REQUIRED BY APPLICABLE LAW TO SELECT SEPARATE COUNSEL, SYSTEM AGENCY WILL BE PERMITTED TO SELECT SEPARATE COUNSEL AND GRANTEE SHALL PAY ALL REASONABLE COSTS OF SYSTEM AGENCY'S COUNSEL. ARTICLE XI. GENERAL PROVISIONS 11.1 AMENDMENTS Except as otherwise expressly provided, the Grant Agreement may only be amended by a written Amendment executed by both Parties. 11.2 NO QUANTITY GUARANTEES The System Agency makes no guarantee of volume or usage of work under this Grant HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 21 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 Agreement. All work requested may be on an irregular and as needed basis throughout the Grant Agreement term. 11.3 CHILD ABUSE REPORTING REQUIREMENTS A. Grantees shall comply with child abuse and neglect reporting requirements in Texas Family Code Chapter 261. This section is in addition to and does not supersede any other legal obligation of the Grantee to report child abuse. B. Grantee shall use the Texas Abuse Hotline Website located at https://www.txabusehotline.org/Login/Default.aspx as required by the System Agency. Grantee shall retain reporting documentation on site and make it available for inspection by the System Agency. 11.4 CERTIFICATION OF MEETING OR EXCEEDING TOBACCO-FREE WORKPLACE POLICY MINIMUM STANDARDS A. Grantee certifies that it has adopted and enforces a Tobacco-Free Workplace Policy that meets or exceeds all of the following minimum standards of: i. Prohibiting the use of all forms of tobacco products, including but not limited to cigarettes, cigars, pipes, water pipes (hookah),bidis, kreteks, electronic cigarettes, smokeless tobacco, snuff and chewing tobacco; ii. Designating the property to which this Policy applies as a"designated area,"which must at least comprise all buildings and structures where activities funded under this Grant Agreement are taking place, as well as Grantee owned, leased, or controlled sidewalks,parking lots, walkways, and attached parking structures immediately adjacent to this designated area; iii. Applying to all employees and visitors in this designated area; and iv. Providing for or referring its employees to tobacco use cessation services. B. If Grantee cannot meet these minimum standards, it must obtain a waiver from the System Agency. 11.5 INSURANCE AND BONDS Unless otherwise specified in this Contract, Grantee shall acquire and maintain, for the duration of this Contract, insurance coverage necessary to ensure proper fulfillment of this Contract and potential liabilities thereunder with financially sound and reputable insurers licensed by the Texas Department of Insurance, in the type and amount customarily carried within the industry as determined by the System Agency. Grantee shall provide evidence of insurance as required under this Contract,including a schedule of coverage or underwriter's schedules establishing to the satisfaction of the System Agency the nature and extent of coverage granted by each such policy, upon request by the System Agency. In the event that any policy is determined by the System Agency to be deficient to comply with the terms of this Contract, Grantee shall secure such additional policies or coverage as the System Agency may reasonably request or that are required by law or regulation. If coverage expires during the term of this Contract, Grantee must produce renewal certificates for each type of coverage. In addition, if required by System Agency, Grantee must obtain and have on file a blanket fidelity bond that indemnifies System Agency against the loss or theft of any grant funds, including applicable matching funds. The fidelity bond must cover the entirety of the grant term and any subsequent renewals. The failure of Grantee to comply with these requirements may subject Grantee to remedial or corrective actions detailed in section 10.1, General Indemnity, above. These and all other insurance requirements under the Grant apply to both Grantee and its HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 22 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 Subcontractors, if any. Grantee is responsible for ensuring its Subcontractors' compliance with all requirements. 11.6 LIMITATION ON AUTHORITY A. Grantee shall not have any authority to act for or on behalf of the System Agency or the State of Texas except as expressly provided for in the Grant Agreement; no other authority,power, or use is granted or implied. Grantee may not incur any debt, obligation, expense, or liability of any kind on behalf of System Agency or the State of Texas. B. Grantee may not rely upon implied authority and is not granted authority under the Grant Agreement to: i. Make public policy on behalf of the System Agency; ii. Promulgate, amend, or disregard administrative regulations or program policy decisions made by State and federal agencies responsible for administration of a System Agency program; or iii. Unilaterally communicate or negotiate with any federal or state agency or the Texas Legislature on behalf of the System Agency regarding System Agency programs or the Grant Agreement. However,upon System Agency request and with reasonable notice from System Agency to the Grantee,the Grantee shall assist the System Agency in communications and negotiations regarding the Work under the Grant Agreement with state and federal governments. 11.7 CHANGE IN LAWS AND COMPLIANCE WITH LAWS Grantee shall comply with all laws, regulations, requirements, and guidelines applicable to a Grantee providing services and products required by the Grant Agreement to the State of Texas, as these laws,regulations,requirements,and guidelines currently exist and as amended throughout the term of the Grant Agreement.Notwithstanding Section 11.1,Amendments, above,System Agency reserves the right,in its sole discretion,to unilaterally amend the Grant Agreement to incorporate any modifications necessary for System Agency's compliance, as an agency of the State of Texas, with all applicable state and federal laws, regulations, requirements and guidelines. 11.8 SUBCONTRACTORS Grantee may not subcontract any or all of the Work and/or obligations under the Grant Agreement without prior written approval of the System Agency. Subcontracts, if any, entered into by the Grantee shall be in writing and be subject to the requirements of the Grant Agreement. Should Grantee subcontract any of the services required in the Grant Agreement, Grantee expressly understands and acknowledges System Agency is in no manner liable to any subcontractor(s) of Grantee. In no event shall this provision relieve Grantee of the responsibility for ensuring that the services performed under all subcontracts are rendered in compliance with the Grant Agreement. 11.9 PERMITTING AND LICENSURE At Grantee's sole expense, Grantee shall procure and maintain for the duration of this Grant Agreement any state, county, city, or federal license, authorization, insurance, waiver, permit, qualification or certification required by statute, ordinance, law, or regulation to be held by Grantee to provide the goods or services required by this Grant Agreement. Grantee shall be responsible for payment of all taxes, assessments, fees,premiums,permits, and licenses required by law. Grantee shall be responsible for payment of any such government obligations not paid by its Subcontractors during performance of this Grant Agreement. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 23 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 11.10 INDEPENDENT CONTRACTOR Grantee and Grantee's employees, representatives, agents, Subcontractors, suppliers, and third-parry service providers shall serve as independent contractors in providing the services under the Grant Agreement. Neither Grantee nor System Agency is an agent of the other and neither may make any commitments on the other party's behalf. The Grantee is not a "governmental body" solely by virtue of this Grant Agreement or receipt of grant funds under this Grant Agreement. Grantee shall have no claim against System Agency for vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or disability benefits,unemployment insurance benefits, or employee benefits of any kind. The Grant Agreement shall not create any joint venture, partnership, agency, or employment relationship between Grantee and System Agency. 11.11 GOVERNING LAW AND VENUE The Grant Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflicts of law provisions. The venue of any suit arising under the Grant Agreement is fixed in any court of competent jurisdiction of Travis County, Texas, unless the specific venue is otherwise identified in a statute which directly names or otherwise identifies its applicability to the System Agency. 11.12 SEVERABILITY If any provision contained in this Grant Agreement is held to be unenforceable by a court of law or equity, such construction will not affect the legality, validity, or enforceability of any other provision or provisions of this Grant Agreement. It is the intent and agreement of the Parties this Grant Agreement shall be deemed amended by modifying such provision to the extent necessary to render it valid, legal and enforceable while preserving its intent or, if such modification is not possible,by substituting another provision that is valid,legal and enforceable and that achieves the same objective. All other provisions of this Grant Agreement will continue in full force and effect. 11.13 SURVIVABILITY Expiration or termination of the Grant Agreement for any reason does not release Grantee from any liability or obligation set forth in the Grant Agreement that is expressly stated to survive any such expiration or termination,that by its nature would be intended to be applicable following any such expiration or termination, or that is necessary to fulfill the essential purpose of the Grant Agreement, including without limitation the provisions regarding return of grant funds, audit requirements, records retention, public information, warranty, indemnification, confidentiality, and rights and remedies upon termination. 11.14 FORCE MAJEURE Neither Grantee nor System Agency shall be liable to the other for any delay in, or failure of performance, of any requirement included in the Grant Agreement caused by force majeure. The existence of such causes of delay or failure shall extend the period of performance until after the causes of delay or failure have been removed provided the non-performing party exercises all reasonable due diligence to perform. Force majeure is defined as acts of God, war, fires, explosions, hurricanes, floods, failure of transportation, or other causes that are beyond the reasonable control of either party and that by exercise of due foresight such parry could not reasonably have been expected to avoid, and which, by the exercise of all reasonable due diligence, such parry is unable to overcome. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 24 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 11.15 NO IMPLIED WAIVER OF PROVISIONS The failure of the System Agency to object to or to take affirmative action with respect to any conduct of the Grantee which is in violation or breach of the terms of the Grant Agreement shall not be construed as a waiver of the violation or breach, or of any future violation or breach. 11.16 FUNDING DISCLAIMERS AND LABELING A. Grantee shall not use System Agency's name or refer to System Agency directly or indirectly in any media appearance,public service announcement, or disclosure relating to this Grant Agreement including any promotional material without first obtaining written consent from System Agency. The foregoing prohibition includes,without limitation,the placement of banners, pop-up ads, or other advertisements promoting Grantee's or a third party's products, services, workshops,trainings, or other commercial offerings on any website portal or internet-based service or software application hosted or managed by Grantee. This does not limit the Grantee's responsibility to comply with obligations related to the Texas Public Information Act or Texas Open Meetings Act. B. In general, no publication (including websites, reports,projects, etc.)may convey System Agency's recognition or endorsement of the Grantee's project without prior written approval from System Agency. Publications funded in part or wholly by HHS grant funding must include a statement that"HHS and neither any of its components operate, control, are responsible for, or necessarily endorse, this publication (including, without limitation,its content,technical infrastructure, and policies, and any services or tools provided)" at HHS's request. 11.17 MEDIA RELEASES A. Grantee shall not use System Agency's name, logo, or other likeness in any press release,marketing material or other announcement without System Agency's prior written approval. System Agency does not endorse any vendor, commodity,or service. Grantee is not authorized to make or participate in any media releases or public announcements pertaining to this Grant Agreement or the Services to which they relate without System Agency's prior written consent, and then only in accordance with explicit written instruction from System Agency. B. Grantee may publish, at its sole expense, results of Grantee performance under the Grant Agreement with the System Agency's prior review and approval, which the System Agency may exercise at its sole discretion. Any publication (written, visual, or sound) will acknowledge the support received from the System Agency and any Federal agency, as appropriate. 11.18 PROHIBITION ON NON-COMPETE RESTRICTIONS Grantee shall not require any employees or Subcontractors to agree to any conditions, such as non-compete clauses or other contractual arrangements,that would limit or restrict such persons or entities from employment or contracting with the State of Texas. 11.19 SOVEREIGN IMMUNITY Nothing in the Grant Agreement will be construed as a waiver of the System Agency's or the State's sovereign immunity. This Grant Agreement shall not constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to the System Agency or the State of Texas. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to the System Agency or the State of Texas under the Grant Agreement or under applicable law shall not constitute HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 25 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 a waiver of such privileges, rights, defenses,remedies, or immunities or be considered as a basis for estoppel. System Agency does not waive any privileges, rights, defenses, or immunities available to System Agency by entering into the Grant Agreement or by its conduct prior to or subsequent to entering into the Grant Agreement. 11.20 ENTIRE CONTRACT AND MODIFICATION The Grant Agreement constitutes the entire agreement of the Parties and is intended as a complete and exclusive statement of the promises,representations,negotiations,discussions, and other agreements that may have been made in connection with the subject matter hereof. Any additional or conflicting terms in any future document incorporated into the Grant Agreement will be harmonized with this Grant Agreement to the extentpossible. 11.21 COUNTERPARTS This Grant Agreement may be executed in any number of counterparts, each of which will be an original, and all such counterparts will together constitute but one and the same Grant Agreement. 11.22 PROPER AUTHORITY Each Party represents and warrants that the person executing this Grant Agreement on its behalf has full power and authority to enter into this Grant Agreement. 11.23 E-VERIFY PROGRAM Grantee certifies that it utilizes and will continue to utilize the U.S. Department of Homeland Security's E-Verify system to determine the eligibility of: A. all persons employed to perform duties within Texas during the term of the Grant Agreement; and B. all persons, (including subcontractors) assigned by the Grantee to perform work pursuant to the Grant Agreement within the United States of America. 11.24 CIVIL RIGHTS A. Grantee agrees to comply with state and federal anti-discrimination laws, including: i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq.); ii. Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. §794); iii. Americans with Disabilities Act of 1990 (42 U.S.C. §12101 et seq.); iv. Age Discrimination Act of 1975 (42 U.S.C. §§6101-6107); v. Title IX of the Education Amendments of 1972 (20 U.S.C. §§1681-1688); vi. Food and Nutrition Act of 2008 (7 U.S.C. §2011 et seq.); and vii. The System Agency's administrative rules, as set forth in the Texas Administrative Code, to the extent applicable to this Grant Agreement. B. Grantee agrees to comply with all amendments to the above-referenced laws, and all requirements imposed by the regulations issued pursuant to these laws. These laws provide in part that no persons in the United States may, on the grounds of race, color, national origin, sex, age, disability,political beliefs, or religion,be excluded from participation in or denied any aid, care, service or other benefits provided by Federal or State funding, or otherwise be subjected to discrimination. C. Grantee agrees to comply with Title VI of the Civil Rights Act of 1964, and its implementing regulations at 45 C.F.R. Part 80 or 7 C.F.R. Part 15,prohibiting a contractor from adopting and implementing policies and procedures that exclude or have the effect of excluding or limiting the participation of clients in its programs, benefits, or activities on the basis of national origin. State and federal civil rights laws require HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 26 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 contractors to provide alternative methods for ensuring access to services for applicants and recipients who cannot express themselves fluently in English. Grantee agrees to take reasonable steps to provide services and information, both orally and in writing,in appropriate languages other than English, in order to ensure that persons with limited English proficiency are effectively informed and can have meaningful access to programs, benefits, and activities. D. Grantee agrees to post applicable civil rights posters in areas open to the public informing clients of their civil rights and including contact information for the HHS Civil Rights Office. The posters are available on the HHS website at: https://hhs.texas.gov/about-hhs/vour-rights/civil-ri ghts-office/civil-ri ghts-posters E. Grantee agrees to comply with Executive Order 13279, and its implementing regulations at 45 C.F.R. Part 87 or 7 C.F.R. Part 16. These provide in part that any organization that participates in programs funded by direct financial assistance from the United States Department of Agriculture or the United States Department of Health and Human Services shall not discriminate against a program beneficiary or prospective program beneficiary on the basis of religion or religious belief. F. Upon request, Grantee shall provide HHSC's Civil Rights Office with copies of the Grantee's civil rights policies and procedures. G. Grantee must notify HHSC's Civil Rights Office of any complaints of discrimination received relating to its performance under this Grant Agreement. This notice must be delivered no more than ten (10) calendar days after receipt of a complaint. Notice provided pursuant to this section must be directed to: HHSC Civil Rights Office 701 W. 51st Street,Mail CodeW206 Austin, Texas 78751 Phone Toll Free: (888) 388-6332 Phone: (512) 438-4313 Fax: (512) 438-5885 Email: HHSCivilRightsOfficeghhsc.state.tx.us 11.25 ENTERPRISE INFORMATION MANAGEMENT STANDARDS Grantee shall conform to HHS standards for data management as described by the policies of the HHS Office of Data, Analytics, and Performance. These include, but are not limited to, standards for documentation and communication of data models, metadata, and other data definition methods that are required by HHS for ongoing data governance, strategic portfolio analysis, interoperability planning, and valuation of HHS System data assets. 11.26 DISCLOSURE OF LITIGATION A. The Grantee must disclose in writing to the contract manager assigned to this Grant Agreement any material civil or criminal litigation or indictment either threatened or pending involving the Grantee. "Threatened litigation" as used herein shall include governmental investigations and civil investigative demands. "Litigation" as used herein shall include administrative enforcement actions brought by governmental agencies. The Grantee must also disclose any material litigation threatened or pending involving Subcontractors, consultants, and/or lobbyists. For purposes of this section, "material" refers,but is not limited, to any action or pending action that a reasonable person knowledgeable in the applicable industry would consider relevant to the Work under the Grant Agreement or any development such a person would want to be aware of in order to stay fully apprised of the total mix of information relevant to the Work, together with any litigation threatened or pending that may result in a substantial change in the HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 27 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 Grantee's financial condition. B. This is a continuing disclosure requirement; any litigation commencing after Grant Agreement Award must be disclosed in a written statement to the assigned contract manager within seven calendar days of its occurrence. 11.27 NO THIRD PARTY BENEFICIARIES The Grant Agreement is made solely and specifically among and for the benefit of the Parties named herein and their respective successors and assigns, and no other person shall have any right, interest, or claims hereunder or be entitled to any benefits pursuant to or on account of the Grant Agreement as a third-parry beneficiary or otherwise. 11.28 BINDING EFFECT The Grant Agreement shall inure to the benefit of, be binding upon, and be enforceable against each Party and their respective permitted successors, assigns, transferees, and delegates. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 28 of 28 DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 9TEXAS Health and Human Texas Department of State Services I Health Services Attachment j-1 Fiscal Federal Funding Accountability and Transparency Act (FFATA) The certifications enumerated below represent material facts upon which DSHS relies when reporting information to the federal government required under federal law. If the Department later determines that the Contractor knowingly rendered an erroneous certification, DSHS may pursue all available remedies in accordance with Texas and U.S. law. Signor further agrees that it will provide immediate written notice to DSHS if at any time Signor learns that any of the certifications provided for below were erroneous when submitted or have since become erroneous by reason of changed circumstances. If the Signor cannot certify all of the statements contained in this section, Signor must provide written notice to DSHS detailing which of the below statements it cannot certify and why. Legal Name of Contractor: FFATA Contact: (Name, Email and Phone Number): Primary Address of Contractor: Zip Code: 9-digits required www.usos.com Unique Entity ID (UEI):This number replaces the DUNS State of Texas Comptroller Vendor Identification Number www.sam.gov (VIN) - 14 digits: Printed Name of Authorized Representative: Signature of Authorized Representative Title of Authorized Representative Date Signed 1 Department of State Health Services Form 4734—April 2022 Contract Management Section DocuSign Envelope ID:5137449138-3228-4333-91 E7-459A513922575 Fiscal Federal Funding Accountability and Transparency Act (FFATA) CERTIFICATION As the duly authorized representative (Signor) of the Contractor, I hereby certify that the statements made by me in this certification form are true, complete, and correct to the best of my knowledge. Did your organization have a gross income, from all sources, of less than $300,000 in your previous tax year? Yes No If your answer is "Yes", skip questions "A", "B", and "C" and finish the certification. If your answer is "No answer questions "A" and "B". A. Certification Regarding % of Annual Gross from Federal Awards. Did your organization receive 80% or more of its annual gross revenue from federal awards during the preceding fiscal year? Yes ❑ No ❑ B. Certification Regarding Amount of Annual Gross from Federal Awards. Did your organization receive $25 million or more in annual gross revenues from federal awards in the preceding fiscal year? Yes ❑ No ❑ If your answer is "Yes" to both question "A" and "B", you must answer question "C". If your answer is "No" to either question "A" or "B", skip question "C" and finish the certification. C. Certification Regarding Public Access to Compensation Information. Does the public have access to information about the compensation of the senior executives in your business or organization (including parent organization, all branches, and all affiliates worldwide) through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986? Yes ❑ No ❑ If your answer is "Yes" to this question, where can this information be accessed? If your answer is "No" to this question, you must provide the names and total compensation of the top five highly compensated officers below. Provide compensation information here: 2 Department of State Health Services Form 4734-April 2022 Contract Management Section DocuSign Certificate Of Completion Envelope Id: 5B7449B83228433391 E7459A513922575 Status: Sent Subject: Please DocuSign:Amending,$539,629.00, HHS001315900002, Corpus Christi-Nueces County,A-1, STD/HIV Source Envelope: Document Pages:64 Signatures: 0 Envelope Originator: Certificate Pages:2 Initials: 0 CMS Internal Routing Mailbox AutoNav: Enabled 11493 Sunset Hills Road Envelopeld Stamping: Enabled #100 Time Zone: (UTC-06:00)Central Time(US&Canada) Reston,VA 20190 CMS.InternalRouting@dshs.texas.gov IP Address: 167.137.1.9 Record Tracking Status: Original Holder: CMS Internal Routing Mailbox Location: DocuSign 3/25/2024 2:11:16 PM CMS.InternalRouting@dshs.texas.gov Signer Events Signature Timestamp Dr. Fauzia Khan Sent:3/25/2024 3:02:49 PM fauziak@cctexas.com CCNCPHD Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Helen Whittington helen.whittington@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Patty Melchior Patty.MeIchior@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Kirk Cole Kirk.Cole@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Carbon Copy Events Status Timestamp Vicky Glenn Sent:3/25/2024 3:02:48 PM VickyG@CCtexas.com ED Viewed: 3/25/2024 3:09:25 PM Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Kevin Hensley Sent:3/25/2024 3:02:48 PM kevinhe@cctexas.com ED Viewed: 3/25/2024 4:56:18 PM Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign CMS Internal Routing Mailbox CMS.InternalRouting@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Martha Jasse Martha.Jasse@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 3/25/2024 3:02:48 PM Payment Events Status Timestamps U _ 't CN U O U_ to � N co •— O '> cU U � � LO 0) _ O _ Q > (n U O .� (6 L- O � � O > +� � O p v O o Q 00 +� > N }' O � CU (.0 p Q oL i v9- 0 > p a' •� _ o U) CY) cu cu U) 0- C: .L- Q- U O � U 'N O � •— � O Q .— + > Q � m O - (6 (6 LZ 0- 0 (6 U a O Q C cu 4- cu CO O (6 LI = Ln O 0 � O 0LL � 2N 04 � o (n >. a) N 2 u O U � co (6 _0 Q tf Co M O U U N > > (6 (6 U) cu O Q � � E (6 O = > _ N N E � N � N LO {� CM �^ p C: = N N VJ O O U Q � co U 4-0 cu cu O C CY) -0 O CY) (6 Q Q N to (6 Q N N L L O •— O O c6 > O N � � N � +r U •� N U cu CO CY M� ° `� � a� -0 ( a W > > L t/) > � - 0 0 0 (1) U) C, CO N � 04 U O N O O O U � _ CU �--+ O U cu Q E E � N OE — O O N U L 07 cu n/ L N cu CY) L � U, ~ O 00 � � O 4-0E _ L cn vo Cu o Q Q � � 0 L� L� o CY cu 0 0 O c cu U) Cu �' o E U � � CD o � cn o ° •— o oLLI � CO se 0 0 PH o AGENDA MEMORANDUM NCORPO0.1¢ First Reading for the City Council Meeting of May 14, 2024 ss52 Second Reading for the City Council Meeting of May 21, 2024 DATE: May 14, 2024 TO: Peter Zanoni, City Manager FROM: Fauzia Khan, Director of Public Health fauziaka-cctexas.com 361-826-7202 Acceptance of the Laboratory Response Network (LRN)—Public Health Emergency Preparedness (PHEP) Grant Amendment in the amount of$205,548.00, and appropriation of the funds for the contract period July 1, 2024, through June 30, 2025 CAPTION: Ordinance authorizing acceptance and future amendments of the Center for Health Emergency Preparedness and Response Grant for $205,548.00 with a cash or in-kind match of$20,555.00 from the Department of State Health Services (DSHS); and appropriating $205,548.00 in the Health Grant Fund to provide Laboratory Response Network (LRN) Level 3 chemical laboratory surge capacity activities from July 1, 2024, through June 30, 2025; and authorizing two grant positions. SUMMARY: The purpose of this grant is to help perform activities in support of the Public Health Emergency Preparedness Cooperative Agreement and the Administration for Strategic Preparedness and Response activities including but not limited to: continuing Level 3 chemical laboratory surge capacity activities, complying with new LRN requirements for biological laboratories, coordinating with public health preparedness partners, and analyzing real-time clinical specimens. CDC's five- year PHEP — Hospital Preparedness Program ("HPP") Cooperative Agreement seeks to align PHEP and HPP programs, advance public health and healthcare preparedness, and ensure jurisdictions are capable of providing a standard battery of tests for high-priority biological threats and emerging infectious diseases. Funds in the amount of$205,548.00 are appropriated from the Contract to Health Grants Fund No. 1066 to pay for personnel costs, supplies, and other expenses; to provide a Public Health Emergency Preparedness Laboratory Response Program to maintain and support an action plan to respond to an act of bioterrorism and biological threats in the community. BACKGROUND AND FINDINGS: The Texas Department of State Health Services (DSHS) has awarded a grant contract amendment in the amount of $205,548.00 to maintain the LRN laboratory activities within the Corpus Christi-Nueces County Public Health District beginning July 1, 2024, through June 30, 2025, for the purchase of supplies, equipment, travel expenses, and personnel salary with fringe benefits to support the preparedness and response activities enabling expedient and appropriate response to events of public health consequences. Personnel to be funded: • Microbiologist II • Microbiologist I Grant history: • Grant has been recurring for 5+ years, provided by DSHS, pending approval of Council. Funding Source: • Texas Department of State Health Services Budget: $226,103.00 • $196,242.00 for Salary & Fringe • $7,412.00 for Travel • $1,341.00 for Supplies • $553.00 for Other • $20,555.00 for Match Funding ALTERNATIVES: Discontinue LRN laboratory response network activities and thereby cause a delay in or prevent expedient and appropriate response to public health threats. FISCAL IMPACT: This Ordinance, Amendment No. 8 increases the total contract value by $226,103.00 (reflecting $205,548.00 in federal funding and $20,555.00 in match funding) for FY2025. Extends the end of the contract term to June 30, 2025, and revises attachments to the contract. Comments: No fiscal impact to general fund. The grant award of$205,548.00 requires a 10% ($20,555) in- kind match. Funding Detail: Fund: 1066 Health Grants paid by the Department of State Health Services Organ ization/Activity: 831529F Dept: 115 Disease Prevention Project # (CIP Only): Account: RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance Contract No. HHS001439000008 Amendment No. 08 Presentation Ordinance authorizing acceptance and future amendments of the Center for Health Emergency Preparedness and Response Grant for $205,548.00 with a cash or in-kind match of $20,555.00 from the Department of State Health Services (DSHS); and appropriating $205,548.00 in the Health Grant Fund to provide Laboratory Response Network (LRN) Level 3 chemical laboratory surge capacity activities from July 1, 2024, through June 30, 2025. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to execute Contract No. HHS001439000008 (the "Contract") between the Department of State Health Services ("DSHS") and Corpus Christi-Nueces County Public Health District for a grant in the amount of $205,548.00, with a cash or in-kind match of $20,555.00 from July 1 , 2024, through June 30, 2025, to provide Laboratory Response Network (LRN) Level 3 chemical laboratory surge capacity activities. SECTION 2. Funds in the amount of $205,548.00 are appropriated in the Health Grants Fund No. 1066 to pay for personnel costs, supplies, and other expenses; to provide a Public Health Emergency Preparedness Laboratory Response Program to maintain and support an action plan to respond to an act of bioterrorism and biological threats in the community. SECTION 3. The City Manager or designee is authorized to execute any future amendments to the Contract that extend the contract period or increase or decrease the amount of the grant. SECTION 4. A copy of the executed health grant contract and amendments shall be filed in the office of the City Secretary. Introduced and voted on the day of , 2024. PASSED and APPROVED on the day of ' 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary 1 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 SIGNATURE DOCUMENT FOR DEPARTMENT OF STATE HEALTH SERVICES GRANT AGREEMENT, CONTRACT No.HHS001439000008 UNDER THE CENTER FOR HEALTH EMERGENCY PREPAREDNESS AND RESPONSE GRANT PROGRAM The parties to this agreement ("Grant Agreement" or "Contract") are the Department of State Health Services ("System Agency"), apass-through entity, and the Corpus Christi-Nueces County Public Health District(City) ("Grantee"), having its principal office at 1702 Horne Road, Corpus Christi, Texas 78416 (each a"Party" and collectively the "Parties"). I. PURPOSE Perform activities in support of the Public Health Emergency Preparedness Cooperative Agreement and the Administration for Strategic Preparedness and Response ("ASPR") Activities including but not limited to: continuing Level 3 chemical laboratory surge capacity activities, complying with new Laboratory Response Network ("LRN") requirements for biological laboratories, coordinating with public health preparedness partners, and analyzing real-time clinical specimens. CDC's five-year Public Health Emergency Preparedness ("PHEP")—Hospital Preparedness Program ("HPP") Cooperative Agreement seeks to align PHEP and HPP programs and advance public health and healthcare preparedness and ensure jurisdictions are capable of providing a standard battery of tests for high-priority biological threats and emerging infectious diseases. 11. LEGAL AUTHORITY This Grant Agreement is entered into pursuant to the authority granted by and in compliance with the Interlocal Cooperation Act,Texas Government Code Chapter 791 and Texas Health and Safety Code Title 12 Chapter 1001 and Title 2 Chapter 12. 111. DURATION This Grant Agreement is effective on July 1, 2024, and expires on June 30, 2025, unless sooner terminated or renewed or extended. System Agency, at its sole discretion, may extend this Grant Agreement for up to four (4)years for a maximum term of five (5) years. Notwithstanding the limitation in the preceding paragraph and with at least thirty (30) calendar days' advance written notice to Grantee, at the end of the initial term or any renewal period, System Agency, at its sole discretion, may extend this Grant Agreement as necessary to ensure continuity of service, for purposes of transition, or as otherwise determined by System Agency to serve the best interest of the State for up to three (3)months, in one-month (1-month)intervals, at the then- current contract rate or rates (if applicable) as modified during the term of the Grant Agreement. System Agency Grant Agreement,Contract#HHS001439000008 Page 1 of 6 I"*c Signature Document-Grantee v 3.1 Effective:August 2022 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 IV. STATEMENT OF WORK The Scope of Grant Project to which Grantee is bound is incorporated into and made a part of this Grant Agreement for all purposes and included as ATTACHMENT A - FY2025 STATEMENT OF WORK. V. BUDGET The total amount of this Grant Agreement will not exceed Two HUNDRED TWENTY-SLY THOUSAND ONE HUNDRED THREE DOLLARS ($226,103.00). This includes DSHS share of Two Hundred Five Thousand Five Hundred Forty-Eight Dollars ($205,548.00) and Grantee's required match amount of Twenty Thousand Five Hundred Fifty-Five ($20,555.00). The total not-to-exceed amount includes the following: Total Federal Funds: $205,548.00 Total State Funds: $0.00 Funds will be allocated for each Project Fiscal Year ("Project FY"), which means the period beginning July 1 and ending June 30 each year, under this Grant Agreement. All expenditures under the Grant Agreement must be within the identified Project FY, and in accordance with ATTACHMENT B,FY2025 BUDGET. VI. NOTICE TO PROCEED Funding for this Grant Agreement is available for FY2025, which is the period of July 1, 2024, through June 30, 2025, and is dependent on the award of the applicable federal grant. No work may begin,and no charges may be incurred until DSHS issues a written Notice to Proceed("NTP") to Grantee. The NTP may include an amended or ratified budget,which will be incorporated into this Grant Agreement by a subsequent amendment, as necessary. Notwithstanding the preceding, at DSHS's discretion, Grantee may be eligible to receive reimbursement for eligible expenses incurred during the period of performance as defined by 2 CFR § 200.309. VII. REPORTING REQUIREMENTS Grantee shall submit the reports outlined in ATTACHMENT A-FY2025 STATEMENT OF WORK by the due dates and submission methods specified therein. DSHS may add contractual requirements and revise reporting due dates throughout the term of this Grant Agreement to comply with modifications made to the grant award by the CDC. DSHS will notify Grantee of these modifications through a Technical Guidance Letter. A Technical Guidance Letter will become effective as of the date indicated in the Letter and will be attached to the Contract and incorporated as if fully set forth therein. VIII. CONTRACT REPRESENTATIVES The following will act as the representative authorized to administer activities under this Grant Agreement on behalf of their respective Party. System Agency Grant Agreement,Contract#HHS001439000008 Page 2 of 6 I"*c Signature Document-Grantee v 3.1 Effective:August 2022 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 System Amcy Grantee Fred Waterman Manuel Tamez, MT(ASCP) Department of State Health Services Corpus Christi-Nueces County Public 1100 West 49th Street,MC 1990 Health District(City) Austin, TX 78756 1702 Horne Road Fred.Watermankdshs.texas.gov Corpus Christi, Texas 78416 manuellgcctexas.com IX. NOTICE REQUIREMENTS A. All notices given by Grantee shall be in writing, include the Grant Agreement contract number, comply with all terms and conditions of the Grant Agreement, and be delivered to the System Agency's Contract Representative identified above. B. Grantee shall send legal notices to System Agency at the address below and provide a copy to the System Agency's Contract Representative: Department of State Health Services Attention: General Counsel 1100 W. 491h Street, Mail Code 1919 Austin, TX 78756 with a copy to: Health and Human Services Commission Attn: Office of Chief Counsel 4601 W. Guadalupe,Mail Code 1100 Austin, Texas 78751 C. Notices given by System Agency to Grantee may be emailed, mailed or sent by common carrier. Email notices shall be deemed delivered when sent by System Agency. Notices sent by mail shall be deemed delivered when deposited by the System Agency in the United States mail, postage paid, certified, return receipt requested. Notices sent by common carrier shall be deemed delivered when deposited by the System Agency with a common carrier, overnight, signature required. D. Notices given by Grantee to System Agency shall be deemed delivered when received by System Agency. E. Either Parry may change its Contract Representative or Legal Notice contact by providing written notice to the other Party. System Agency Grant Agreement,Contract#HHS001439000008 Page 3 of 6 I"*c Signature Document-Grantee v 3.1 Effective:August 2022 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 X. FEDERAL AWARD INFORMATION GRANTEE'S UNIQUE ENTITY IDENTIFIER IS:XETBTPKCL895 Federal funding under this Grant Agreement is a subaward under the following federal award. Federal Award Identification Number (FAIN): TBD A. Assistance Listings Title, Number, and Dollar Amount: Centers for Disease Control and Prevention, Public Health Emergency Preparedness (PHEP) Cooperative Agreement, 93.069 —TBD B. Federal Award Date: TBD C. Federal Award Period: 7/l/2024-6/30/2025 D. Name of Federal Awarding Agency: Centers for Disease Control and Prevention E. Federal Award Project Description: Public Health Emergency Preparedness (PHEP) Cooperative Agreement F. Awarding Official Contact Information: TBD G. Total Amount of Federal Funds Awarded to System Agency: TBD H. Amount of Funds Awarded to Grantee: $205,548.00 L Identification of Whether the Award is for Research and Development: No XI. CONTRACT DOCUMENTS The following documents are incorporated by reference and made a part of this Grant Agreement for all purposes. Unless expressly stated otherwise in this Grant Agreement, in the event of conflict, ambiguity or inconsistency between or among any documents, all System Agency documents take precedence over Grantee's documents and the Data Use Agreement takes precedence over all other contract documents. ATTACHMENT A-FY2025 STATEMENT OF WORK ATTACHMENT B-FY2025 BUDGET ATTACHMENT C-HHS CONTRACT AFFIRMATIONS-V.2.3 ATTACHMENT D-HHS UNIFORM TERMS AND CONDITIONS—GRANT V.3.3 ATTACHMENT E-HHS DATA USE AGREEMENT ATTACHMENT E-1-DATA USE AGREEMENT-SECURITY AND PRIVACY INQUIRY ATTACHMENT F-FEDERAL ASSURANCES—V. 1.1 ATTACHMENT G-CERTIFICATION REGARDING LOBBYING ATTACHMENT H-FFATA CERTIFICATION FORM XII. SIGNATURE AUTHORITY Each Party represents and warrants that the person executing this Grant Agreement on its behalf has full power and authority to enter into this Grant Agreement. Any services or work System Agency Grant Agreement,Contract#HHS001439000008 Page 4 of 6 MIS Signature Document-Grantee v 3.1 Effective:August 2022 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 performed by Grantee before this Grant Agreement is effective or after it ceases to be effective are performed at the sole risk of Grantee. SIGNATURE PAGE FOLLOWS System Agency Grant Agreement,Contract#HHS001439000008 Page 5 of 6 MIS Signature Document-Grantee v 3.1 Effective:August 2022 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 SIGNATURE PAGE FOR SYSTEM AGENCY GRANT AGREEMENT, CONTRACT No.HHS001439000008 DEPARTMENT OF STATE HEALTH SERVICES CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT(CITY) Signature Signature Printed Name: Printed Name: Title: Title: Date of Signature: Date of Signature: System Agency Grant Agreement,Contract#HHS001439000008 Page 6 of 6 MIS Signature Document-Grantee v 3.1 Effective:August 2022 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 ATTACHMENT A FY2025 STATEMENT OF WORK July 1,2024 through June 30,2025 I. GRANTEE RESPONSIBILITIES Grantee will: A. Perform activities in support of the Public Health Emergency Preparedness Cooperative Agreement and the Administration for Strategic Preparedness and Response ("ASPR") Activities including but not limited to: continuing Level 3 chemical laboratory surge capacity activities, complying with new Laboratory Response Network ("LRN") requirements for biological laboratories, coordinating with public health preparedness partners, and analyzing real-time clinical specimens. CDC's five-year Public Health Emergency Preparedness ("PHEP") - Hospital Preparedness Program ("HPP") Cooperative Agreement seeks to align PHEP and HPP programs and advance public health and healthcare preparedness and ensure jurisdictions are capable of providing a standard battery of tests for high-priority biological threats and emerging infectious diseases. B. Perform activities in the following county/ies(hereinafter referred to as the "service area"): San Patricio, Nueces, Aransas, Jim Wells, Kleberg, Victoria, Bee, Calhoun, Goliad, Jackson, Live Oak, and Refugio. C. Comply with new biological laboratory requirements in accordance with the revised CDC policy for LRN-B Reference Level Laboratories. Laboratories must attain and maintain LRN-B Member Standard Level as detailed in the LRN Checklist of Laboratory Requirements. Minimum standards are required for testing capabilities, administrative activities, emerging infectious disease preparedness, and instrumentation and equipment. D. Provide matching funds as stated under this Contract with funds, costs or third-party contributions that are not paid by other grants or the federal government under another award, except where authorized by federal statute to be used for cost-sharing or matching. The non-federal contributions (match)may be provided directly or through donations from public or private entities and may be in cash or in-kind donations, fairly evaluated, including plant, equipment, or services. The costs that the Grantee incurs in fulfilling the matching or cost-sharing requirement are subject to the same requirements, including the cost principles, that are applicable to the use of federal funds, including prior approval requirements and other rules for allowable costs as described in 45 CFR 74.23 and 45 CFR 92.24, as amended. E. Grantee will provide matching funds in the amount of ten percent (10%) of the Contract amount as set forth in Attachment B, FY2025 Budget. Cash match is defined as an expenditure of cash by the Grantee on allowable costs of this Contract that are borne by the Grantee. In-kind match is defined as the dollar value of non-cash contributions by a third party given in goods, commodities, or services that are used in activities that benefit this Contract's project and that are contributed by non-federal third parties without charge to the Grantee. The criteria for match must: 1. Be an allowable cost under the applicable federal cost principle; 2. Be necessary and reasonable for the efficient accomplishment of projector program System Agency Contract No.HHS001439000008 Page 1 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 ATTACHMENT A FY2025 STATEMENT OF WORK July 1,2024 through June 30,2025 obj ectives; 3. Be verifiable within the Grantee's (or subgrantee's)records; 4. Be documented, including methods and sources, in the approved budget (applies only to cost reimbursement contracts); 5. Not be included as contributions toward any other federally-assisted project or program (match can count only once); 6. Not be paid by the federal government under another award, except where authorized by federal statute to be used for cost-sharing or match; 7. Conform to other provisions of governing circulars/statutes/regulations as applicable for the Contract; 8. Be adequately documented; 9. Follow procedures for generally accepted accounting practices as well as meet audit requirements; and 10. Value the in-kind contributions reported and be supported by documentation reflecting the use of goods and/or services during the Contract term. F. Cooperate with System Agency to coordinate planning, training and exercises performed under this Contract with the Texas Department of Emergency Management of the State of Texas, or other points of contact at the discretion of the DSHS Division for Regional and Local Health Operations, to ensure consistency and coordination of requirements at the local level and eliminate duplication of effort between the various domestic preparedness funding sources in the state. G. In the event of a public health emergency in the state, mobilize and dispatch staff or equipment purchased with funds from previous PHEP cooperative agreements that are not performing critical duties in the jurisdiction served, to the affected area of the state upon receipt of a written request from System Agency. H. Develop, implement, and maintain a timekeeping system for accurately documenting staff time and salary expenditures for all staff funded through this Contract, including partial full-time employees and temporary staff. I. Maintain a confirmatory bioterrorism testing laboratory with a staff trained and proficient in CDC's LRN biothreat protocols. J. Train other Grantee laboratory staff in setting up and performing all diagnostic and reference testing for select biological agents. K. Provide test samples from identified service area for biothreat agents and toxins. Once any biological agent is identified, Grantee will be prepared to test for other infectious agents and for other public health threats and emergencies. L. Test food samples for select biological agents using conventional and advanced bacteriological techniques and CDC-LRN protocols. System Agency Contract No. HHS001439000008 Page 2 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 ATTACHMENT A FY2025 STATEMENT OF WORK July 1,2024 through June 30,2025 M. Monitor and evaluate biothreat incidents, outbreaks of infectious disease and other public health threats and emergencies. N. Communicate with all other laboratories within the designated service area. O. Collaborate with local law enforcement, hazardous material and other emergency responders. In addition, Grantee will prepare Standard Operating Procedures and Standard Operating Guidelines ("SOPs"/"SOGs") covering interaction with these agencies in the event of an emergency or incident. P. Review and approve all current preparedness SOPS/SOGs (copy of the titled, dated, and initialed/signed review sheet) for use by the respective laboratories with quarterly reports. Q. Collaborate with all hospitals located in the identified service area to plan for response activities for biological threats. LRN service regions can be found here: hlt2://www.dshs.texas.gov/lab/eprLRN.shtm. R. Utilize System Agency's provided Public Health Laboratory Information Management System("PHLIMS"), or a Laboratory Information Management System("LIMS")that has been configured to be compatible with the CDC Results Messenger ("RM") reporting system, or CDC RM for reporting biothreat testing and results. This reporting will include sample and laboratory data as well as the final report. S. Provide current information during an incident about status on individual samples, sample load/overload, personnel, reagent, equipment, and facilities. T. Provide to System Agency an LRN surge capability plan within a timeline designated by System Agency that details how the LRN laboratory will manage a surge in sample capacity. The plan should include work hours, instruments and equipment, personnel and staffing, and essential lab services that must be maintained during an outbreak or emergency event. U. Present laboratory-oriented training to hospitals and reference laboratories in the identified service area on the LRN sentinel protocols to include packaging and shipping of both biological and chemical samples according to published CDC protocols. V. Maintain a system for safe specimen transport from local laboratories. W. Explore the capabilities and needs of sentinel laboratories. LRN laboratory will actively engage their Sentinel Labs through surveys, site visits, and/or email and provide the training and resources that are needed in their jurisdiction. X. Inform System Agency of Grantee's plans, via email or telephone, to meet updated LRN- B program requirements for Standard Reference Level Laboratories as outlined in the Funding Opportunity Announcement("FOA"). System Agency Contract No. HHS001439000008 Page 3 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 ATTACHMENT A FY2025 STATEMENT OF WORK July 1,2024 through June 30,2025 Y. Submit Quarterly Programmatic Reports in a format specified by System Agency to MediaLab: hM2://www.medialabinc.net and your assigned contract manger, on the due dates listed in the table below. Quarterly Programmatic Reports Quarter Report Due Date Quarterly Progress Report 1 October 30, 2024 Quarterly Progress Report 2 January 30, 2025 Quarterly Progress Report 3 April 30, 2025 Quarterly Progress Report 4 July 30, 2025 Grantee will provide System Agency other reports, including financial reports, and any other reports that System Agency determines necessary to accomplish the objectives of this Contract and to monitor compliance. Z. Submit an End-of-Year Performance Report in a format specified by System Agency to MediaLab: http://www.medialabinc.net and your assigned contract manger, on the due dates listed in the table below. End-of-Year Performance Report Re ort Due Date End-of-Year Report I July 30, 2025 AA. Report as requested by System Agency to satisfy information-sharing requirements set forth in Texas Government Code, Sections 421.071 and 421.072 (b)and(c), as amended. Grantee shall immediately notify System Agency in writing if Grantee is legally prohibited from providing any reports required under this Contract. BB. Initiate the purchase of all equipment approved in writing by the System Agency in the first quarter of the FY2025 Contract term, as applicable. Failure to timely initiate the purchase of equipment may result in the loss of availability of funds for the purchase of equipment. Requests to purchase previously approved equipment after the first quarter in the Contract must be submitted to the assigned System Agency Contract Manager. CC. Maintain an inventory of equipment, supplies defined as Controlled Assets, and real property. Grantee shall submit an annual cumulative report of the equipment and other property on HHS System Agency Grantee's Property Inventory Report,which is due not later than October 15 of each year, to the assigned contract manager. Controlled Assets include firearms, regardless of the acquisition cost, and the following assets with an acquisition cost of $500 or more, but less than $5,000: desktop and laptop computers (including notebooks, tablets and similar devices), non-portable printers and copiers, emergency management equipment, communication devices and systems, medical and laboratory equipment, and media equipment. Controlled Assets are considered Supplies. DD. Provide notification of budget transfers by submission of a revised Categorical Budget Form to the System Agency Contract Manager, highlighting the areas affected by the System Agency Contract No.HHS001439000008 Page 4 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 ATTACHMENT A FY2025 STATEMENT OF WORK July 1,2024 through June 30,2025 budget transfer. Transferring funds between budget categories,other than the equipment and indirect cost categories, is allowable, but cannot exceed 25% of the total Contract value during a Contract budget period. If the budget transfer(s)exceeds 25%of the total Contract value, alone or cumulatively, a formal Contract amendment is required. After review, the System Agency Contract Manager shall provide notification of acceptance to Grantee via email, upon receipt of which, the revised budget shall be incorporated into the Contract. EE. Not use System Agency funds to purchase buildings or real property without prior written approval from the System Agency. Any costs related to the initial acquisition of the buildings or real property are not allowable without written pre-approval. FF. At the expiration or termination of this Contract for any reason, title to any remaining equipment and supplies purchased with funds under this Contract reverts to System Agency. Title may be transferred to any other party designated by System Agency. The System Agency may, at its option and to the extent allowed by law, transfer the reversionary interest to such property to Grantee. GG. In the event of a local, state,or federal emergency,the Grantee has the authority to utilize approximately five percent (5%) of the Grantee's staff s time supporting this Contract for response efforts. System Agency may reimburse Grantee up to five percent of this Contract funded by CDC for personnel costs responding to an emergency event. Grantee will maintain records to document the time spent on response efforts for auditing purposes.Allowable activities also include participation in drills and exercises in the pre- event time period. Grantee will notify the System Agency Contract Manager in writing when this provision is implemented. HH. Comply with all applicable federal and state laws, rules, and regulations, as amended, including, but not limited to, the following: 1. Public Law 107-188, Public Health Security and Bioterrorism Preparedness and Response Act of 2002; 2. Public Law 113-05, Pandemic and All-Hazards Preparedness Reauthorization Act; and 3. Texas Health and Safety Code Chapter 81. II. Comply with the following documents and resources, as amended and updated, which are incorporated by reference and made a part of this Contract: 1. System Agency and CDC Public Health Emergency Preparedness Cooperative Agreement; 2. Public Health Preparedness Capabilities: National Standards for State and Local System Agency Contract No.HHS001439000008 Page 5 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 ATTACHMENT A FY2025 STATEMENT OF WORK July 1,2024 through June 30,2025 Planning, March 2011: hllps://www.cdc.gov/orr/readiness/capabilities/index.htm; 3. Presidential Policy Directive 8/PPD-8, March 30, 2011: https://www.dhs.gov/presidential-policy-directive-8-national-preparedness; 4. Homeland Security Exercise and Evaluation Plan ("HSEEP") Documents: hLtps://preptoolkit.fema.gov/web/hseep-resources, 5. Texas Ready: Be Informed, Make a Plan, Build a Kit, Videos, Resources: https://texasready.gov; 6. Preparedness Program Guidance(s) as provided by System Agency and CDC; and 7. Office of the Assistant Secretary for Preparedness and Response (ASPR) Hospital Preparedness Program — CFDA Number 93.074: https://www.phe. og v/Preparedness/plannin_ pp/Pages/default.aspx. Grantee is responsible for maintaining contact with the foregoing documents and resources as they or their weblink may be changed and updated over time. II. PERFORMANCE MEASURES A. System Agency will monitor the Grantee's compliance with the requirements in this Contract and failure to meet these requirements may result in withholding a portion of the current LRN base awards. B. Grantee must demonstrate adherence to reporting deadlines and the capability to receive, stage, store, distribute and dispense materiel during a public health emergency. The initial reporting requirements and due dates are subject to change as System Agency and CDC may modify requirements and due dates. III. INVOICE AND PAYMENT A. Grantee shall request payments monthly using the State of Texas Purchase Voucher(Form B-13). Invoices and supporting documentation must be submitted monthly to prevent delays in subsequent months. Grantees that do not incur expenses within a month are required to submit a"zero dollar" invoice on a monthly basis. Grantee must submit a final close-out invoice. Invoices received more than thirty (30) days after each fiscal year are subject to denial of payment. B. Grantee shall submit a Financial Status Report(FSR)twice per fiscal year. The first FSR (for the period July 1, 2024 through December 31, 2024) is due by January 31, 2025. The second FSR(for the period January 1, 2025 through June 30,2025)is due by July 30,2025. C. All reporting documents must be submitted by e-mail, fax, or mail. E-mail is preferred,but fax or mail are acceptable. 1. For submission by mail, use address below: Department of State Health Services Claims Processing Unit System Agency Contract No. HHS001439000008 Page 6 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 ATTACHMENT A FY2025 STATEMENT OF WORK July 1,2024 through June 30,2025 P.O. Box 149347 Austin, TX 78714-9347 2. For submission by fax, use number below: (512)458-7442 3. For submission by e-mail, see requirements below: a. Form B-13 with supporting documentation and Form B-13A must be sent to invoices2dshs.texas.gov & CMSInvoices2dshs.texas.gov, with a copy to the System Agency contract manager. b. FSR must be sent to: invoices2dshs.texas.gov; FSRGrants2dshs.texas.gov, and with a copy to the System Agency contract manager. D. Grantee will be reimbursed on a monthly basis in accordance with the Budget in Attachment B of this Contract. E. System Agency reserves the right, where allowed by legal authority, to redirect funds in the event of financial shortfalls. System Agency will monitor Grantee's expenditures on a biannual basis. If expenditures are below that projected in Grantee's total Contract amount, Grantee's budget maybe subject to a decrease for the remainder of the term of the Contract. Vacant positions existing after ninety (90) days may result in a decrease in funds. Grantee must report position vacancies to their assigned Contract Manager each month until the position is filled. F. Grantee may request a one-time working capital advance not to exceed twelve percent (12%) of the total amount of the Contract funded by System Agency. All advances must be expended by the end of the Contract term. Advances not expended by the end of the Contract term must be refunded to System Agency. Grantee will repay all or part of advance funds at any time during the Contract's term. However, if the advance has not been repaid prior to the last three months of the Contract term, the Grantee must deduct at least one-third of the remaining advance from each of the last three months' reimbursement requests. If the advance is not repaid prior to the last three months of the Contract term, System Agency will reduce the reimbursement request by one-third of the remaining balance of the advance. G. For the purposes of this Contract,the Grantee may not use funds for fundraising activities, lobbying,research, construction,major renovations and reimbursement of pre-award costs, clinical care, purchase of vehicles of any kind, funding an award to another party or provider who is ineligible, backfilling costs for staff or the purchase of incentive items. System Agency Contract No. HHS001439000008 Page 7 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 ATTACHMENT B FY2025 BUDGET(July 1, 2024 through June 30, 2025) BUDGET CATEGORIES DSHS FUNDING Personnel $136,697.00 Fringe Benefits $59,545.00 Travel $7,612.00 Equipment $0.00 Supplies $1,441.00 Contractual $0.00 Other $553.00 Sum of DSHS Direct Costs $205,848.00 Indirect Costs $0.00 Sum of DSHS Direct Costs and Indirect Costs $205,848.00 Plus Required Match(Cash or In-Kind) $20,585.00 Total Contract Amount $226,433.00 DSHS Contract No. HHS001439000008 Page 1 of 1 DocuSign Envelope ID:290D79CB-2074-4B3D-B021-65C5CB280FD3 HEALTH AND HUMAN SERVICES Contract Number HHS001439000008 Attachment C CONTRACT AFFIRMATIONS For purposes of these Contract Affirmations, HHS includes both the Health and Human Services Commission (HHSC) and the Department of State Health Services (DSHS). System Agency refers to HHSC, DSHS, or both, that will be a party to this Contract. These Contract Affirmations apply to all Contractors and Grantees (referred to as "Contractor")regardless of their business form (e.g., individual,partnership, corporation). By entering into this Contract, Contractor affirms, without exception, understands, and agrees to comply with the following items through the life of the Contract: 1. Contractor represents and warrants that these Contract Affirmations apply to Contractor and all of Contractor's principals, officers, directors, shareholders, partners, owners, agents, employees, subcontractors, independent contractors, and any other representatives who may provide services under, who have a financial interest in, or otherwise are interested in this Contract and any related Solicitation. 2. Complete and Accurate Information Contractor represents and warrants that all statements and information provided to HHS are current, complete, and accurate. This includes all statements and information in this Contract and any related Solicitation Response. 3. Public Information Act Contractor understands that HHS will comply with the Texas Public Information Act (Chapter 552 of the Texas Government Code) as interpreted by judicial rulings and opinions of the Attorney General of the State of Texas. Information, documentation, and other material prepared and submitted in connection with this Contract or any related Solicitation may be subject to public disclosure pursuant to the Texas Public Information Act. In accordance with Section 2252.907 of the Texas Government Code, Contractor is required to make any information created or exchanged with the State pursuant to the Contract, and not otherwise excepted from disclosure under the Texas Public Information Act, available in a format that is accessible by the public at no additional charge to the State. 4. Contracting Information Requirements Contractor represents and warrants that it will comply with the requirements of Section 552.372(a) of the Texas Government Code. Except as provided by Section 552.374(c) of the Texas Government Code, the requirements of Subchapter J (Additional Provisions Related to Contracting Information), Chapter 552 of the Government Code, may apply to the Contract and the Contractor agrees that the Contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 1 of 14 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 5. Assignment A. Contractor shall not assign its rights under the Contract or delegate the performance of its duties under the Contract without prior written approval from System Agency. Any attempted assignment in violation of this provision is void and without effect. B. Contractor understands and agrees the System Agency may in one or more transactions assign, pledge, or transfer the Contract. Upon receipt of System Agency's notice of assignment, pledge, or transfer, Contractor shall cooperate with System Agency in giving effect to such assignment, pledge, or transfer, at no cost to System Agency or to the recipient entity. 6. Terms and Conditions Contractor accepts the Solicitation terms and conditions unless specifically noted by exceptions advanced in the form and manner directed in the Solicitation, if any, under which this Contract was awarded. Contractor agrees that all exceptions to the Solicitation, as well as terms and conditions advanced by Contractor that differ in any manner from HHS' terms and conditions,if any, are rejected unless expressly accepted by System Agency in writing. 7. HHS Right to Use Contractor agrees that HHS has the right to use,produce, and distribute copies of and to disclose to HHS employees, agents, and contractors and other governmental entities all or part of this Contract or any related Solicitation Response as HHS deems necessary to complete the procurement process or comply with state or federal laws. 8. Release from Liability Contractor generally releases from liability and waives all claims against any parry providing information about the Contractor at the request of System Agency. 9. Dealings with Public Servants Contractor has not given, has not offered to give, and does not intend to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with this Contract or any related Solicitation, or related Solicitation Response. 10. Financial Participation Prohibited Under Section 2155.004, Texas Government Code (relating to financial participation in preparing solicitations), Contractor certifies that the individual or business entity named in this Contract and any related Solicitation Response is not ineligible to receive this Contract and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate. 11. Prior Disaster Relief Contract Violation Under Sections 2155.006 and 2261.053 of the Texas Government Code (relating to convictions and penalties regarding Hurricane Rita, Hurricane Katrina, and other disasters), the Contractor certifies that the individual or business entity named in this Contract and any related Solicitation Response is not ineligible to receive this Contract Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 2 of 14 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate. 12. Child Support Obligation Under Section 231.006(d) of the Texas Family Code regarding child support, Contractor certifies that the individual or business entity named in this Contract and any related Solicitation Response is not ineligible to receive the specified payment and acknowledges that the Contract may be terminated and payment may be withheld if this certification is inaccurate. If the certification is shown to be false, Contractor may be liable for additional costs and damages set out in 231.006(f). 13. Suspension and Debarment Contractor certifies that it and its principals are not suspended or debarred from doing business with the state or federal government as listed on the State of Texas Debarred Vendor List maintained by the Texas Comptroller of Public Accounts and the System for Award Management(SAKI)maintained by the General Services Administration. This certification is made pursuant to the regulations implementing Executive Order 12549 and Executive Order 12689, Debarment and Suspension, 2 C.F.R. Part 376, and any relevant regulations promulgated by the Department or Agency funding this project. This provision shall be included in its entirety in Contractor's subcontracts, if any, if payment in whole or in part is from federal funds. 14. Excluded Parties Contractor certifies that it is not listed in the prohibited vendors list authorized by Executive Order 13224, "Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, "published by the United States Department of the Treasury, Office of Foreign Assets Control.' 15. Foreign Terrorist Organizations Contractor represents and warrants that it is not engaged in business with Iran, Sudan, or a foreign terrorist organization, as prohibited by Section 2252.152 of the Texas Government Code. 16. Executive Head of a State Agency In accordance with Section 669.003 of the Texas Government Code, relating to contracting with the executive head of a state agency, Contractor certifies that it is not(1) the executive head of an HHS agency, (2) a person who at any time during the four years before the date of this Contract was the executive head of an HHS agency, or(3) a person who employs a current or former executive head of an HHS agency. 17. Human Trafficking Prohibition Under Section 2155.0061 of the Texas Government Code, Contractor certifies that the individual or business entity named in this Contract is not ineligible to receive this Contract and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate. Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 3 of 14 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 18. Franchise Tax Status Contractor represents and warrants that it is not currently delinquent in the payment of any franchise taxes owed the State of Texas under Chapter 171 of the Texas Tax Code. 19. Debts and Delinquencies Contractor agrees that any payments due under this Contract shall be applied towards any debt or delinquency that is owed to the State of Texas. 20. Lobbying Prohibition Contractor represents and warrants that payments to Contractor and Contractor's receipt of appropriated or other funds under this Contract or any related Solicitation are not prohibited by Sections 556.005, 556.0055, or 556.008 of the Texas Government Code (relating to use of appropriated money or state funds to employ or pay lobbyists, lobbying expenses, or influence legislation). 21. Buy Texas Contractor agrees to comply with Section 2155.4441 of the Texas Government Code, requiring the purchase of products and materials produced in the State of Texas in performing service contracts. 22. Disaster Recovery Plan Contractor agrees that upon request of System Agency, Contractor shall provide copies of its most recent business continuity and disaster recovery plans. 23. Computer Equipment Recycling Program If this Contract is for the purchase or lease of computer equipment,then Contractor certifies that it is in compliance with Subchapter Y, Chapter 361 of the Texas Health and Safety Code related to the Computer Equipment Recycling Program and the Texas Commission on Environmental Quality rules in 30 TAC Chapter 328. 24. Television Equipment Recycling Program If this Contract is for the purchase or lease of covered television equipment, then Contractor certifies that it is compliance with Subchapter Z, Chapter 361 of the Texas Health and Safety Code related to the Television Equipment Recycling Program. 25. Cybersecurity Training A. Contractor represents and warrants that it will comply with the requirements of Section 2054.5192 of the Texas Government Code relating to cybersecurity training and required verification of completion of the training program. B. Contractor represents and warrants that if Contractor or Subcontractors, officers, or employees of Contractor have access to any state computer system or database,the Contractor, Subcontractors, officers, and employees of Contractor shall complete cybersecurity training pursuant to and in accordance with Government Code, Section 2054.5192. Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 4 of 14 DocuSign Envelope ID:290D79CB-2074-4B3D-B021-65C5CB280FD3 26. Restricted Employment for Certain State Personnel Contractor acknowledges that, pursuant to Section 572.069 of the Texas Government Code, a former state officer or employee of a state agency who during the period of state service or employment participated on behalf of a state agency in a procurement or contract negotiation involving Contractor may not accept employment from Contractor before the second anniversary of the date the Contract is signed or the procurement is terminated or withdrawn. 27. No Conflicts of Interest A. Contractor represents and warrants that it has no actual or potential conflicts of interest in providing the requested goods or services to System Agency under this Contract or any related Solicitation and that Contractor's provision of the requested goods and/or services under this Contract and any related Solicitation will not constitute an actual or potential conflict of interest or reasonably create an appearance of impropriety. B. Contractor agrees that, if after execution of the Contract, Contractor discovers or is made aware of a Conflict of Interest, Contractor will immediately and fully disclose such interest in writing to System Agency. In addition, Contractor will promptly and fully disclose any relationship that might be perceived or represented as a conflict after its discovery by Contractor or by System Agency as a potential conflict. System Agency reserves the right to make a final determination regarding the existence of Conflicts of Interest, and Contractor agrees to abide by System Agency's decision. 28. Fraud,Waste, and Abuse Contractor understands that HHS does not tolerate any type of fraud,waste, or abuse. Violations of law, agency policies, or standards of ethical conduct will be investigated, and appropriate actions will be taken. Pursuant to Texas Government Code, Section 321.022, if the administrative head of a department or entity that is subject to audit by the state auditor has reasonable cause to believe that money received from the state by the department or entity or by a client or contractor of the department or entity may have been lost, misappropriated, or misused, or that other fraudulent or unlawful conduct has occurred in relation to the operation of the department or entity, the administrative head shall report the reason and basis for the belief to the Texas State Auditor's Office (SAO). All employees or contractors who have reasonable cause to believe that fraud, waste, or abuse has occurred (including misconduct by any HHS employee, Grantee officer, agent, employee, or subcontractor that would constitute fraud, waste, or abuse) are required to immediately report the questioned activity to the Health and Human Services Commission's Office of Inspector General. Contractor agrees to comply with all applicable laws, rules,regulations, and System Agency policies regarding fraud, waste, and abuse including, but not limited to, HHS Circular C-027. A report to the SAO must be made through one of the following avenues: • SAO Toll Free Hotline: 1-800-TX-AUDIT • SAO website: http://sao.fraud.state.tx.us/ Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 5 of 14 DocuSign Envelope ID:290D79CB-2074-4B3D-B021-65C5CB280FD3 All reports made to the OIG must be made through one of the following avenues: • OIG Toll Free Hotline 1-800-436-6184 • OIG Website: ReportTexasFraud.com • Internal Affairs Email: InternalAffalrsReferral@hhsc.state.tx.us • OIG Hotline Email: OIGFraudHotline@hhsc.state.tx.us. • OIG Mailing Address: Office of Inspector General Attn: Fraud Hotline MC 1300 P.O. Box 85200 Austin, Texas 78708-5200 29. Antitrust The undersigned affirms under penalty of perjury of the laws of the State of Texas that: A. in connection with this Contract and any related Solicitation Response, neither I nor any representative of the Contractor has violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15; B. in connection with this Contract and any related Solicitation Response, neither I nor any representative of the Contractor has violated any federal antitrust law; and C. neither I nor any representative of the Contractor has directly or indirectly communicated any of the contents of this Contract and any related Solicitation Response to a competitor of the Contractor or any other company, corporation, firm, partnership or individual engaged in the same line of business as the Contractor. 30. Legal and Regulatory Actions Contractor represents and warrants that it is not aware of and has received no notice of any court or governmental agency proceeding, investigation, or other action pending or threatened against Contractor or any of the individuals or entities included in numbered paragraph 1 of these Contract Affirmations within the five (5) calendar years immediately preceding execution of this Contract or the submission of any related Solicitation Response that would or could impair Contractor's performance under this Contract, relate to the contracted or similar goods or services, or otherwise be relevant to System Agency's consideration of entering into this Contract. If Contractor is unable to make the preceding representation and warranty, then Contractor instead represents and warrants that it has provided to System Agency a complete, detailed disclosure of any such court or governmental agency proceeding, investigation, or other action that would or could impair Contractor's performance under this Contract, relate to the contracted or similar goods or services, or otherwise be relevant to System Agency's consideration of entering into this Contract. In addition, Contractor acknowledges this is a continuing disclosure requirement. Contractor represents and warrants that Contractor shall notify System Agency in writing within five (5)business days of any changes to the representations or warranties in this clause and understands that failure to so timely update System Agency shall constitute breach of contract and may result in immediate contract termination. Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 6 of 14 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 31. No Felony Criminal Convictions Contractor represents that neither Contractor nor any of its employees, agents, or representatives, including any subcontractors and employees, agents, or representative of such subcontractors, have been convicted of a felony criminal offense or that if such a conviction has occurred Contractor has fully advised System Agency in writing of the facts and circumstances surrounding the convictions. 32. Unfair Business Practices Contractor represents and warrants that it has not been the subject of allegations of Deceptive Trade Practices violations under Chapter 17 of the Texas Business and Commerce Code, or allegations of any unfair business practice in any administrative hearing or court suit and that Contractor has not been found to be liable for such practices in such proceedings. Contractor certifies that it has no officers who have served as officers of other entities who have been the subject of allegations of Deceptive Trade Practices violations or allegations of any unfair business practices in an administrative hearing or court suit and that such officers have not been found to be liable for such practices in such proceedings. 33. Entities that Boycott Israel Contractor represents and warrants that(1) it does not, and shall not for the duration of the Contract, boycott Israel or(2)the verification required by Section 2271.002 of the Texas Government Code does not apply to the Contract. If circumstances relevant to this provision change during the course of the Contract, Contractor shall promptly notify System Agency. 34. E-Verify Contractor certifies that for contracts for services, Contractor shall utilize the U.S. Department of Homeland Security's E-Verify system during the term of this Contract to determine the eligibility of: 1. all persons employed by Contractor to perform duties within Texas; and 2. all persons, including subcontractors, assigned by Contractor to perform work pursuant to this Contract within the United States of America. 35. Former Agency Employees—Certain Contracts If this Contract is an employment contract, a professional services contract under Chapter 2254 of the Texas Government Code, or a consulting services contract under Chapter 2254 of the Texas Government Code, in accordance with Section 2252.901 of the Texas Government Code, Contractor represents and warrants that neither Contractor nor any of Contractor's employees including, but not limited to, those authorized to provide services under the Contract, were former employees of an HHS Agency during the twelve (12) month period immediately prior to the date of the execution of the Contract. Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 7 of 14 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 36. Disclosure of Prior State Employment— Consulting Services If this Contract is for consulting services, A. In accordance with Section 2254.033 of the Texas Government Code, a Contractor providing consulting services who has been employed by, or employs an individual who has been employed by, System Agency or another State of Texas agency at any time during the two years preceding the submission of Contractor's offer to provide services must disclose the following information in its offer to provide services. Contractor hereby certifies that this information was provided and remains true, correct, and complete: 1. Name of individual(s) (Contractor or employee(s)); 2. Status; 3. The nature of the previous employment with HHSC or the other State of Texas agency; 4. The date the employment was terminated and the reason for the termination; and 5. The annual rate of compensation for the employment at the time of its termination. B. If no information was provided in response to Section A above, Contractor certifies that neither Contractor nor any individual employed by Contractor was employed by System Agency or any other State of Texas agency at any time during the two years preceding the submission of Contractor's offer to provide services. 37. Abortion Funding Limitation Contractor understands, acknowledges, and agrees that,pursuant to Article IX of the General Appropriations Act(the Act), to the extent allowed by federal and state law, money appropriated by the Texas Legislature may not be distributed to any individual or entity that, during the period for which funds are appropriated under the Act: 1. performs an abortion procedure that is not reimbursable under the state's Medicaid program; 2. is commonly owned,managed, or controlled by an entity that performs an abortion procedure that is not reimbursable under the state's Medicaid program; or 3. is a franchise or affiliate of an entity that performs an abortion procedure that is not reimbursable under the state's Medicaid program. The provision does not apply to a hospital licensed under Chapter 241, Health and Safety Code, or an office exempt under Section 245.004(2), Health and Safety Code. Contractor represents and warrants that it is not ineligible, nor will it be ineligible during the term of this Contract, to receive appropriated funding pursuant to Article IX. 38. Funding Eligibility Contractor understands, acknowledges, and agrees that,pursuant to Chapter 2272 (eff. Sept. 1, 2021, Ch. 2273) of the Texas Government Code, except as exempted under that Chapter, HHSC cannot contract with an abortion provider or an affiliate of an abortion provider. Contractor certifies that it is not ineligible to contract with HHSC under the terms of Chapter 2272 (eff. Sept. 1, 2021, Ch. 2273) of the Texas Government Code. Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 8 of 14 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 39. Gender Transitioning and Gender Reassignment Procedures and Treatments for Certain Children—Prohibited Use of Public Money; Prohibited State Health Plan Reimbursement. Contractor understands, acknowledges, and agrees that,pursuant to Section 161.704 of the Texas Health and Safety Code (eff. Sept. 1, 2023),public money may not directly or indirectly be used, granted,paid, or distributed to any health care provider, medical school, hospital, physician, or any other entity, organization, or individual that provides or facilitates the provision of a procedure or treatment to a child that is prohibited under Section 161.702 of the Texas Health and Safety Code. Contractor also understands, acknowledges, and agrees that,pursuant to Section 161.705 of the Texas Health and Safety Code (eff. Sept. 1, 2023), HHSC may not provide Medicaid reimbursement and the child health plan program established under Chapter 62 may not provide reimbursement to a physician or health care provider for provision of a procedure or treatment to a child that is prohibited under Section 161.702 of the Texas Health and Safety Code. Contractor certifies that it is not ineligible to contract with System Agency under the terms of Chapter 161, Subchapter X, of the Texas Health and Safety Code. 40. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment(2 CFR 200.216) Contractor certifies that the individual or business entity named in this Response or Contract is not ineligible to receive the specified Contract or funding pursuant to 2 CFR 200.216. 41. COVID-19 Vaccine Passports Pursuant to Texas Health and Safety Code, Section 161.0085(c), Contractor certifies that it does not require its customers to provide any documentation certifying the customer's COVID-19 vaccination or post-transmission recovery on entry to, to gain access to, or to receive service from the Contractor's business. Contractor acknowledges that such a vaccine or recovery requirement would make Contractor ineligible for a state-funded contract. 42. COVID-19 Vaccinations Contractor understands, acknowledges, and agrees that,pursuant to Article 11 of the General Appropriations Act, none of the General Revenue Funds appropriated to the Department of State Health Services (DSHS)may be used for the purpose of promoting or advertising COVID-19 vaccinations in the 2024-25 biennium. It is also the intent of the legislature that to the extent allowed by federal law, any federal funds allocated to DSHS shall be expended for activities other than promoting or advertising COVID-19 vaccinations. Contractor represents and warrants that it is not ineligible, nor will it be ineligible during the term of this Contract, to receive appropriated funding pursuant to Article II. Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 9 of 14 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 43. Entities that Boycott Energy Companies In accordance with Senate Bill 13, Acts 2021, 87th Leg., R.S.,pursuant to Section 2274.002 (eff. Sept. 1, 2023, Section 2276.002,pursuant to House Bill 4595, Acts 2023, 88th Leg., R.S.) of the Texas Government Code (relating to prohibition on contracts with companies boycotting certain energy companies), Contractor represents and warrants that: (1) it does not, and will not for the duration of the Contract, boycott energy companies or(2)the verification required by Section 2274.002 (eff. Sept. 1, 2023, Section 2276.002,pursuant to House Bill 4595, Acts 2023, 88th Leg., R.S.) of the Texas Government Code does not apply to the Contract. If circumstances relevant to this provision change during the course of the Contract, Contractor shall promptly notify System Agency. 44. Entities that Discriminate Against Firearm and Ammunition Industries In accordance with Senate Bill 19, Acts 2021, 87th Leg., R.S.,pursuant to Section 2274.002 of the Texas Government Code (relating to prohibition on contracts with companies that discriminate against firearm and ammunition industries), Contractor verifies that: (1)it does not, and will not for the duration of the Contract,have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association or(2)the verification required by Section 2274.002 of the Texas Government Code does not apply to the Contract. If circumstances relevant to this provision change during the course of the Contract, Contractor shall promptly notify System Agency. 45. Security Controls for State Agency Data In accordance with Senate Bill 475, Acts 2021, 87th Leg., R.S., pursuant to Texas Government Code, Section 2054.138, Contractor understands, acknowledges, and agrees that if,pursuant to this Contract, Contractor is or will be authorized to access,transmit, use, or store data for System Agency, Contractor is required to meet the security controls the System Agency determines are proportionate with System Agency's risk under the Contract based on the sensitivity of System Agency's data and that Contractor must periodically provide to System Agency evidence that Contractor meets the security controls required under the Contract. 46. Cloud Computing State Risk and Authorization Management Program (TX-RAMP) In accordance with Senate Bill 475, Acts 2021, 87th Leg., R.S., pursuant to Texas Government Code, Section 2054.0593, Contractor acknowledges and agrees that, if providing cloud computing services for System Agency, Contractor must comply with the requirements of the state risk and authorization management program and that System Agency may not enter or renew a contract with Contractor to purchase cloud computing services for the agency that are subject to the state risk and authorization management program unless Contractor demonstrates compliance with program requirements. If providing cloud computing services for System Agency that are subject to the state risk and authorization management program, Contractor certifies it will maintain program compliance and certification throughout the term of the Contract. Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 10 of 14 DocuSign Envelope ID:290D79CB-2074-4B3D-B021-65C5CB280FD3 47. Office of Inspector General Investigative Findings Expert Review In accordance with Senate Bill 799,Acts 2021, 87th Leg., R.S., if Texas Government Code, Section 531.102(m-1)(2) (eff. Apr. 1, 2025, Section 544.0106, pursuant to House Bill 4611, Acts 2023, 88th Leg., R.S.) is applicable to this Contract, Contractor affirms that it possesses the necessary occupational licenses and experience. 48. Contract for Professional Services of Physicians, Optometrists, and Registered Nurses In accordance with Senate Bill 799, Acts 2021, 87th Leg., R.S., if Texas Government Code, Section 2254.008(a)(2)is applicable to this Contract, Contractor affirms that it possesses the necessary occupational licenses and experience. 49. Foreign-Owned Companies in Connection with Critical Infrastructure If Texas Government Code, Section 2274.0102(a)(1) (eff. Sept. 1, 2023, Section 2275.0102(a)(1), pursuant to House Bill 4595, Acts 2023, 88th Leg., R.S.) (relating to prohibition on contracts with certain foreign-owned companies in connection with critical infrastructure)is applicable to this Contract,pursuant to Government Code Section 2274.0102 (eff. Sept. 1, 2023, Section 2275.0102, pursuant to House Bill 4595,Acts 2023, 88th Leg., R.S.), Contractor certifies that neither it nor its parent company,nor any affiliate of Contractor or its parent company, is: (1) majority owned or controlled by citizens or governmental entities of China, Iran,North Korea, Russia, or any other country designated by the Governor under Government Code Section 2274.0103 (eff. Sept. 1, 2023, Section 2275.0103, pursuant to House Bill 4595, Acts 2023, 88th Leg., R.S.), or(2)headquartered in any of those countries. 50. Critical Infrastructure Subcontracts For purposes of this Paragraph, the designated countries are China, Iran,North Korea, Russia, and any countries lawfully designated by the Governor as a threat to critical infrastructure. Pursuant to Section 113.002 of the Business and Commerce Code, Contractor shall not enter into a subcontract that will provide direct or remote access to or control of critical infrastructure, as defined by Section 113.001 of the Texas Business and Commerce Code, in this state, other than access specifically allowed for product warranty and support purposes to any subcontractor unless (i)neither the subcontractor nor its parent company,nor any affiliate of the subcontractor or its parent company, is majority owned or controlled by citizens or governmental entities of a designated country; and(ii) neither the subcontractor nor its parent company, nor any affiliate of the subcontractor or its parent company, is headquartered in a designated country. Contractor will notify the System Agency before entering into any subcontract that will provide direct or remote access to or control of critical infrastructure, as defined by Section 113.001 of the Texas Business & Commerce Code, in this state. 51. Enforcement of Certain Federal Firearms Laws Prohibited In accordance with House Bill 957, Acts 2021, 87th Leg., R.S., if Texas Government Code, Section 2.101 is applicable to Contractor, Contractor certifies that it is not ineligible to receive state grant funds pursuant to Texas Government Code, Section 2.103. Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 11 of 14 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 52. Prohibition on Abortions Contractor understands, acknowledges, and agrees that, pursuant to Article II of the General Appropriations Act, (1)no funds shall be used to pay the direct or indirect costs (including marketing, overhead, rent,phones, and utilities) of abortion procedures provided by contractors of HHSC; and (2) no funds appropriated for Medicaid Family Planning, Healthy Texas Women Program, or the Family Planning Program shall be distributed to individuals or entities that perform elective abortion procedures or that contract with or provide funds to individuals or entities for the performance of elective abortion procedures. Contractor represents and warrants that it is not ineligible, nor will it be ineligible during the term of this Contract, to receive appropriated funding pursuant to Article II. 53. False Representation Contractor understands, acknowledges, and agrees that any false representation or any failure to comply with a representation, warranty, or certification made by Contractor is subject to all civil and criminal consequences provided at law or in equity including, but not limited to, immediate termination of this Contract. 54. False Statements Contractor represents and warrants that all statements and information prepared and submitted by Contractor in this Contract and any related Solicitation Response are current, complete, true, and accurate. Contractor acknowledges any false statement or material misrepresentation made by Contractor during the performance of this Contract or any related Solicitation is a material breach of contract and may void this Contract. Further, Contractor understands, acknowledges, and agrees that any false representation or any failure to comply with a representation, warranty, or certification made by Contractor is subject to all civil and criminal consequences provided at law or in equity including, but not limited to, immediate termination of this Contract. 55. Permits and License Contractor represents and warrants that it will comply with all applicable laws and maintain all permits and licenses required by applicable city, county, state, and federal rules, regulations, statutes, codes, and other laws that pertain to this Contract. 56. Equal Employment Opportunity Contractor represents and warrants its compliance with all applicable duly enacted state and federal laws governing equal employment opportunities. 57. Federal Occupational Safety and Health Law Contractor represents and warrants that all articles and services shall meet or exceed the safety standards established and promulgated under the Federal Occupational Safety and Health Act of 1970, as amended(29 U.S.C. Chapter 15). Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 12 of 14 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 58. Signature Authority Contractor represents and warrants that the individual signing this Contract Affirmations document is authorized to sign on behalf of Contractor and to bind the Contractor. Signature Page Follows Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 13 of 14 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 Authorized representative on behalf of Contractor must complete and sign the following: Legal Name of Contractor Assumed Business Name of Contractor, if applicable (d/b/a or `doing business as') Texas County(s) for Assumed Business Name (d/b/a or `doing business as') Attach Assumed Name Certificate(s) filed with the Texas Secretary of State and Assumed Name Certificate(s),if any, for each Texas County Where Assumed Name Certificate(s) has been filed. Signature of Authorized Representative Date Signed Printed Name of Authorized Representative Title of Authorized Representative First, Middle Name or Initial, and Last Name Physical Street Address City, State, Zip Code Mailing Address,if different City, State, Zip Code Phone Number Fax Number Email Address DUNS Number Federal Employer Identification Number Texas Identification Number (TIN) Texas Franchise Tax Number Texas Secretary of State Filing Number SAM.gov Unique Entity Identifier (UEI) Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 14 of 14 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 TEXAS Health and Human Services Health and Human Services (HHS) Uniform Terms and Conditions - Grant Version 3.3 Published and Effective — November 2023 Responsible Office: Chief Counsel HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 1 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-B021-65C5CB280FD3 ABOUT THIS DOCUMENT In this document, Grantees(also referred to in this document as subrecipients or contractors)will find requirements and conditions applicable to grant funds administered and passed through by both the Texas Health and Human Services Commission(HHSC) and the Department of State Health Services(DSHS). These requirements and conditions are incorporated into the Grant Agreement through acceptance by Grantee of any funding award by HHSC or DSHS. The terms and conditions in this document are in addition to all requirements listed in the RFA,if any,under which applications for this grant award are accepted, as well as all applicable federal and state laws and regulations.Applicable federal and state laws and regulations may include,but are not limited to: 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles,and Audit Requirements for Federal Awards; requirements of the entity that awarded the funds to HHS; Chapter 783 of the Texas Government Code; Texas Comptroller of Public Accounts' agency rules(including Uniform Grant and Contract Standards set forth in Title 34,Part 1, Chapter 20, Subchapter E,Division 4 of the Texas Administrative Code);the Texas Grant Management Standards(TxGMS)developed by the Texas Comptroller of Public Accounts; and the Funding Announcement, Solicitation,or other instrument/documentation under which HHS was awarded funds.HHS,in its sole discretion,reserves the right to add requirements,terms,or conditions. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 2 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 TABLE OF CONTENTS ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS............................................. 6 1.1 DEFINITIONS ......................................................................................................... 6 1.2 INTERPRETIVE PROVISIONS.................................................................................. 7 ARTICLE II. PAYMENT PROVISIONS.................................................................................. 8 2.1 PROMPT PAYMENT................................................................................................ 8 2.2 TAXES.................................................................................................................... 8 2.3 ANCILLARY AND TRAVEL EXPENSES ................................................................... 8 2.4 BILLING................................................................................................................. 9 2.5 USE OF FUNDS....................................................................................................... 9 2.6 USE FOR MATCH PROHIBITED.............................................................................. 9 2.7 PROGRAM INCOME ............................................................................................... 9 2.8 NONSUPPLANTING................................................................................................. 9 2.9 INDIRECT COST RATES......................................................................................... 9 ARTICLE III. STATE AND FEDERAL FUNDING................................................................ 10 3.1 EXCESS OBLIGATIONS PROHIBITED................................................................... 10 3.2 NO DEBT AGAINST THE STATE........................................................................... 10 3.3 DEBTS AND DELINQUENCIES .............................................................................. 10 3.4 REFUNDS AND OVERPAYMENTS ......................................................................... 10 ARTICLE IV.ALLOWABLE COSTS AND AUDIT REQUIREMENTS.................. 10 4.1 ALLOWABLE COSTS............................................................................................ 10 4.2 AUDITS AND FINANCIAL STATEMENTS............................................................... 11 4.3 SUBMISSION OF AUDITS AND FINANCIAL STATEMENTS .................................... 1 1 ARTICLE V.WARRANTY,AFFIRMATIONS,ASSURANCES AND CERTIFICATIONS.......... 12 5.1 WARRANTY......................................................................................................... 12 5.2 GENERAL AFFIRMATIONS................................................................................... 12 5.3 FEDERAL ASSURANCES....................................................................................... 12 5.4 FEDERAL CERTIFICATIONS ................................................................................ 12 5.5 STATE ASSURANCES............................................................................................ 12 ARTICLE VI. INTELLECTUAL PROPERTY........................................................................13 6.1 OWNERSHIP OF WORK PRODUCT....................................................................... 13 6.2 GRANTEE'S PRE-EXISTING WORKS................................................................... 13 6.3 THIRD PARTY IP................................................................................................. 14 HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 3 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 6.4 AGREEMENTS WITH EMPLOYEES AND SUBCONTRACTORS ............................... 14 6.5 DELIVERY UPON TERMINATION OR EXPIRATION.............................................. 14 6.6 SURVIVAL............................................................................................................ 14 6.7 SYSTEM AGENCY DATA...................................................................................... 14 ARTICLE VII. PROPERTY................................................................................................ 15 7.1 USE OF STATE PROPERTY................................................................................... 15 7.2 DAMAGE TO STATE PROPERTY.......................................................................... 15 7.3 PROPERTY RIGHTS UPON TERMINATION OR EXPIRATION OF CONTRACT....... 15 7.4 EQUIPMENT AND PROPERTY............................................................................... 16 ARTICLE VIII. RECORD RETENTION,AUDIT,AND CONFIDENTIALITY........................ 16 8.1 RECORD MAINTENANCE AND RETENTION......................................................... 16 8.2 AGENCY'S RIGHT TO AUDIT............................................................................... 17 8.3 RESPONSEXOMPLIANCE WITH AUDIT OR INSPECTION FINDINGS ................... 17 8.4 STATE AUDITOR'S RIGHT TO AUDIT.................................................................. 18 8.5 CONFIDENTIALITY.............................................................................................. 18 ARTICLE IX. GRANT REMEDIES,TERMINATION AND PROHIBITED ACTIVITIES.......... 18 9.1 REMEDIES............................................................................................................ 18 9.2 TERMINATION FOR CONVENIENCE .................................................................... 19 9.3 TERMINATION FOR CAUSE ................................................................................. 19 9.4 GRANTEE RESPONSIBILITY FOR SYSTEM AGENCY'S TERMINATION COSTS.... 19 9.5 INHERENTLY RELIGIOUS ACTIVITIES................................................................ 20 9.6 POLITICAL ACTIVITIES....................................................................................... 20 ARTICLEX. INDEMNITY..................................................................................................20 10.1 GENERAL INDEMNITY......................................................................................... 20 10.2 INTELLECTUAL PROPERTY................................................................................. 21 10.3 ADDITIONAL INDEMNITY PROVISIONS............................................................... 21 ARTICLE XI. GENERAL PROVISIONS...............................................................................21 11.1 AMENDMENTS..................................................................................................... 21 11.2 NO QUANTITY GUARANTEES.............................................................................. 21 11.3 CHILD ABUSE REPORTING REQUIREMENTS...................................................... 22 11.4 CERTIFICATION OF MEETING OR EXCEEDING TOBACCO-FREE WORKPLACE POLICY MINIMUM STANDARDS..........................................................................22 11.5 INSURANCE AND BONDS...................................................................................... 22 HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 4 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-B021-65C5CB280FD3 11.6 LIMITATION ON AUTHORITY.............................................................................. 23 11.7 CHANGE IN LAWS AND COMPLIANCE WITH LAWS............................................ 23 11.8 SUBCONTRACTORS.............................................................................................. 23 11.9 PERMITTING AND LICENSURE ............................................................................ 23 11.10 INDEPENDENT CONTRACTOR ............................................................................. 24 11.11 GOVERNING LAW AND VENUE ........................................................................... 24 11.12 SEVERABILITY..................................................................................................... 24 11.13 SURVIVABILITY................................................................................................... 24 11.14 FORCE MAJEURE ................................................................................................ 24 11.15 NO IMPLIED WAIVER OF PROVISIONS ............................................................... 25 11.16 FUNDING DISCLAIMERS AND LABELING............................................................ 25 11.17 MEDIA RELEASES ............................................................................................... 25 11.18 PROHIBITION ON NON-COMPETE RESTRICTIONS ............................................. 25 11.19 SOVEREIGN IMMUNITY....................................................................................... 25 11.20 ENTIRE CONTRACT AND MODIFICATION........................................................... 26 11.21 COUNTERPARTS..................................................................................................26 11.22 PROPER AUTHORITY........................................................................................... 26 11.23 E-VERIFY PROGRAM .......................................................................................... 26 11.24 CIVIL RIGHTS......................................................................................................26 11.25 ENTERPRISE INFORMATION MANAGEMENT STANDARDS ................................. 27 11.26 DISCLOSURE OF LITIGATION.............................................................................. 27 11.27 NO THIRD PARTY BENEFICIARIES ..................................................................... 28 11.28 BINDING EFFECT................................................................................................. 28 HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 5 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 ARTICLE L DEFINITIONS AND INTERPRETIVE PROVISIONS 1.1 DEFINITIONS As used in this Grant Agreement, unless a different definition is specified, or the context clearly indicates otherwise, the following terms and conditions have the meanings assigned below: "Amendment" means a written agreement, signed by the Parties, which documents changes to the Grant Agreement. "Contract"or"Grant Agreement"means the agreement entered into by the Parties, including the Signature Document,these Uniform Terms and Conditions, along with any attachments and amendments that may be issued by the System Agency. "Deliverables"means the goods, services, and work product, including all reports and project documentation, required to be provided by Grantee to the System Agency. "DSHS" means the Department of State Health Services. "Effective Date"means the date on which the Grant Agreement takes effect. "Federal Fiscal Year"means the period beginning October 1 and ending September 30 each year, which is the annual accounting period for the United States government. "GAAP" means Generally Accepted Accounting Principles. "GASB" means the Governmental Accounting Standards Board. "Grantee"means the Party receiving funds under this Grant Agreement. May also be referred to as "subrecipient" or "contractor" in this document. "HHSC" means the Texas Health and Human Services Commission. "Health and Human Services" or"HHS"includes HHSC and DSHS. "Intellectual Prope . Rights"means the worldwide proprietary rights or interests, including patent, copyright, trade secret, and trademark rights, as such right may be evidenced by or embodied in: i. any idea, design, concept,personality right, method,process, technique, apparatus, invention, discovery, or improvement; ii. any work of authorship, including any compilation, computer code, website or web page design, literary work,pictorial work, or graphic work; iii. any trademark, service mark, trade dress, trade name, branding, or other indicia of source or origin; iv. domain name registrations; and v. any other proprietary or similar rights. The Intellectual Property Rights of a Party include all worldwide proprietary rights or interests that the Parry may have acquired by assignment, by exclusive license, or by license with the right to grant sublicenses. "Parties" means the System Agency and Grantee, collectively. "Pam"means either the System Agency or Grantee, individually. "Project"means specific activities of the Grantee that are supported by funds provided under this Grant Agreement. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 6 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-B021-65C5CB280FD3 "Signature Document" means the document executed by all Parties for this Grant Agreement. "Solicitation,""Funding Announcement" or"Request for Applications (RFA)"means the document(including all exhibits, attachments, and published addenda), issued by the System Agency under which applications for grant funds were requested, which is incorporated by reference in the Grant Agreement for all purposes in its entirety. "Solicitation Response" or"Application"means Grantee's full and complete Solicitation response (including any attachments and addenda), which is incorporated by reference in the Grant Agreement for all purposes in its entirety. "State Fiscal Year" means the period beginning September 1 and ending August 31 each year, which is the annual accounting period for the State of Texas. "State of Texas Textravel"means the Texas Comptroller of Public Accounts' website relative to travel reimbursements under this Contract, if any. "Statement of Work"means the description of activities Grantee mustperform to complete the Project, as specified in the Grant Agreement, and as may be amended. "System Agency"means HHSC or DSHS,as applicable. "Work Product"means any and all works, including work papers, notes, materials, approaches, designs, specifications, systems, innovations, improvements, inventions, software, programs, source code, documentation, training materials, audio or audiovisual recordings, methodologies, concepts, studies, reports, whether finished or unfinished, and whether or not included in the deliverables, that are developed, produced, generated or provided by Grantee in connection with Grantee's performance of its duties under the Grant Agreement or through use of any funding provided under this Grant Agreement. "Texas Grant Management Standards" or"TxGMS"means uniform grant and contract administration procedures, developed under the authority of Chapter 783 of the Texas Government Code, to promote the efficient use of public funds in local government and in programs requiring cooperation among local, state, and federal agencies. Under this Grant Agreement, TxGMS applies to Grantee except as otherwise provided by applicable law or directed by System Agency. Additionally, except as otherwise provided by applicable law, in the event of a conflict between TxGMS and applicable federal or state law, federal law prevails over state law and state law prevails over TxGMS. 1.2 INTERPRETIVE PROVISIONS A. The meanings of defined terms include the singular and plural forms. B. The words "hereof,""herein," "hereunder," and similar words refer to this Grant Agreement as a whole and not to any particular provision, section, attachment, or schedule of this Grant Agreement unless otherwise specified. C. The term "including"is not limiting and means "including without limitation" and, unless otherwise expressly provided in this Grant Agreement, (i)references to contracts (including this Grant Agreement) and other contractual instruments shall be deemed to include all subsequent Amendments and other modifications, but only to the extent that such Amendments and other modifications are not prohibited by the terms of this Grant Agreement, and(ii)references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting the statute or regulation. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 7 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 D. Any references to agreements, contracts, statutes, or administrative rules or regulations in the Grant Agreement are references to these documents as amended, modified, or supplemented during the term of the Grant Agreement. E. The captions and headings of this Grant Agreement are for convenience of reference only and do not affect the interpretation of this Grant Agreement. F. All attachments, including those incorporated by reference, and any Amendments are considered part of the terms of this Grant Agreement. G. This Grant Agreement may use several different limitations, regulations, or policies to regulate the same or similar matters. All such limitations, regulations, and policies are cumulative. H. Unless otherwise expressly provided, reference to any action of the System Agency or by the System Agency by way of consent, approval, or waiver will be deemed modified by the phrase "in its sole discretion." L Time is of the essence in this Grant Agreement. J. Prior to execution of the Grant Agreement, Grantee must notify System Agency's designated contact in writing of any ambiguity, conflict, discrepancy, omission, or other error. If Grantee fails to notify the System Agency designated contact of any ambiguity, conflict, discrepancy, omission, or other error in the Grant Agreement prior to Grantee's execution of the Grant Agreement, Grantee: i. Shall have waived any claim of error or ambiguity in the Grant Agreement; and ii. Shall not contest the interpretation by the System Agency of such provision(s). No grantee will be entitled to additional reimbursement, relief, or time by reason of any ambiguity, conflict, discrepancy, exclusionary specification, omission, or other error or its later correction. ARTICLE II. PAYMENT PROVISIONS 2.1 PROMPT PAYMENT Payment shall be made in accordance with Chapter 2251 of the Texas Government Code, commonly known as the Texas Prompt Payment Act. Chapter 2251 of the Texas Government Code shall govern remittance of payment and remedies for late payment and non-payment. 2.2 TAXES Grantee represents and warrants that it shall pay all taxes or similar amounts resulting from the Grant Agreement, including, but not limited to, any federal, State, or local income, sales or excise taxes of Grantee or its employees. System Agency shall not be liable for any taxes resulting from the Grant Agreement. 2.3 ANCILLARY AND TRAVEL EXPENSES A. Except as otherwise provided in the Grant Agreement, no ancillary expenses incurred by the Grantee in connection with its provision of the services or deliverables will be reimbursed by the System Agency. Ancillary expenses include,but are not limited to, costs associated with transportation, delivery, and insurance for each deliverable. B. Except as otherwise provided in the Grant Agreement, when the reimbursement of travel expenses is authorized by the Grant Agreement, all such expenses will be reimbursed in accordance with the rates set by the Texas Comptroller's Textravel guidelines,which can currently be accessed at: htt2s://fmx.cl2a.texas.gov/fmx/travel/textravel/ HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 8 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-B021-65C5CB280FD3 2.4 BILLING Unless otherwise provided in the Grant Agreement, Grantee shall bill the System Agency in accordance with the Grant Agreement. Unless otherwise specified in the Grant Agreement, Grantee shall submit requests for reimbursement or payment monthly by the last business day of the month following the month in which expenses were incurred or services provided. Grantee shall maintain all documentation that substantiates invoices and make the documentation available to the System Agency upon request. 2.5 USE OF FUNDS Grantee shall expend funds under this Grant Agreement only for approved services and for reasonable and allowable expenses directly related to those services. 2.6 USE FOR MATCH PROHIBITED Grantee shall not use funds provided under this Grant Agreement for matching purposes in securing other funding without the written approval of the System Agency. 2.7 PROGRAM INCOME Program income refers to gross income directly generated by a supporting activity during the period of performance. Unless otherwise required under the Grant Agreement, Grantee shall use Program Income, as provided in TxGMS, to further the Project, and Grantee shall spend the Program Income on the Project. Grantee shall identify and report Program Income in accordance with the Grant Agreement, applicable law, and any programmatic guidance. Grantee shall expend Program Income during the Grant Agreement term, when earned, and may not carry Program Income forward to any succeeding term. Grantee shall refund Program Income to the System Agency if the Program Income is not expended in the term in which it is earned. The System Agency may base future funding levels, in part, upon Grantee's proficiency in identifying,billing, collecting, and reporting Program Income, and in using Program Income for the purposes and under the conditions specified in this Grant Agreement. 2.8 NONSUPPLANTING Grant funds must be used to supplement existing, new or corresponding programming and related activities. Grant funds may not be used to supplant(replace) existing funds that have been appropriated, allocated, or disbursed for the same purpose. System Agency may conduct Grant monitoring or audits may be conducted to review, among other things, Grantee's compliance with this provision. 2.9 INDIRECT COST RATES The System Agency may acknowledge an indirect cost rate for Grantees that is utilized for all applicable Grant Agreements. For subrecipients receiving federal funds, indirect cost rates will be determined in accordance with applicable law including, but not limited to, 2 CFR 200.414(f). For recipients receiving state funds, indirect costs will be determined in accordance with applicable law including,but not limited to, TxGMS. Grantees funded with blended federal and state funding will be subject to both state and federal requirements when determining indirect costs. In the event of a conflict between TxGMS and applicable federal law or regulation, the provisions of federal law or regulation will apply.-Grantee will provide any necessary financial documents to determine the indirect cost rate in accordance with the Uniform Grant Guidance (UGG) and TxGMS. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 9 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 ARTICLE III. STATE AND FEDERAL FUNDING 3.1 EXCESS OBLIGATIONS PROHIBITED This Grant Agreement is subject to termination or cancellation, without penalty to System Agency, either in whole or in part, subject to the availability and actual receipt by System Agency of state or federal funds. System Agency is a state agency whose authority and appropriations are subject to actions of the Texas Legislature. If System Agency becomes subject to a legislative change,revocation of statutory authority, or lack of appropriated funds that would render either System Agency's or Grantee's delivery or performance under the Grant Agreement impossible or unnecessary, the Grant Agreement will be terminated or cancelled and be deemed null and void. In the event of a termination or cancellation under this Section, System Agency will not be liable to Grantee for any damages that are caused or associated with such termination or cancellation, and System Agency will not be required to give prior notice. Additionally, System Agency will not be liable to Grantee for any remaining unpaid funds under this Grant Agreement at time of termination. 3.2 NO DEBT AGAINST THE STATE This Grant Agreement will not be construed as creating any debt by or on behalf of the State of Texas. 3.3 DEBTS AND DELINQUENCIES Grantee agrees that any payments due under the Grant Agreement shall be directly applied towards eliminating any debt or delinquency it has to the State of Texas including,but not limited to, delinquent taxes, delinquent student loan payments, and delinquent child support during the entirety of the Grant Agreement term. 3.4 REFUNDS AND OVERPAYMENTS A. At its sole discretion, the System Agency may (i)withhold all or part of any payments to Grantee to offset overpayments, unallowable or ineligible costs made to the Grantee, or if any required financial status report(s)is not submitted by the due date(s); or(ii)require Grantee to promptly refund or credit-within thirty (30) calendar days of written notice— to System Agency any funds erroneously paid by System Agency which are not expressly authorized under the Grant Agreement. B. "Overpayments" as used in this Section include payments (i)made by the System Agency that exceed the maximum allowable rates;(ii)that are not allowed under applicable laws,rules, or regulations; or(iii)that are otherwise inconsistent with this Grant Agreement, including any unapproved expenditures. Grantee understands and agrees that it shall be liable to the System Agency for any costs disallowed pursuant to financial and compliance audit(s) of funds received under this Grant Agreement. Grantee further understands and agrees that reimbursement of such disallowed costs shall be paid by Grantee from funds which were not provided or otherwise made available to Grantee under this Grant Agreement. ARTICLE IV. ALLOWABLE COSTS AND AUDIT REQUIREMENTS 4.1 ALLOWABLE COSTS A. Allowable Costs are restricted to costs that are authorized under Texas Uniform Grant Management Standards (TxGMS) and applicable state and federal rules and laws. This Grant Agreement is subject to all applicable requirements of TxGMS, including the HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 10 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 criteria for Allowable Costs. Additional federal requirements apply if this Grant Agreement is funded, in whole or in part, with federal funds. B. System Agency will reimburse Grantee for actual,allowable, and allocable costs incurred by Grantee in performing the Project,provided the costs are sufficiently documented. Grantee must have incurred a cost prior to claiming reimbursement and within the applicable term to be eligible for reimbursement under this Grant Agreement. At its sole discretion, the System Agency will determine whether costs submitted by Grantee are allowable and eligible for reimbursement. The System Agency may take repayment (recoup) from remaining funds available under this Grant Agreement in amounts necessary to fulfill Grantee's repayment obligations. Grantee and all payments received by Grantee under this Grant Agreement are subject to applicable cost principles, audit requirements, and administrative requirements including applicable provisions under 2 CFR 200, 48 CFR Part 31, and TxGMS. C. OMB Circulars will be applied with the modifications prescribed by TxGMS with effect given to whichever provision imposes the more stringent requirement in the event of a conflict. 4.2 AUDITS AND FINANCIAL STATEMENTS A. Audits i. Grantee understands and agrees that Grantee is subject to any and all applicable audit requirements found in state or federal law or regulation or added by this Grant Agreement ii. HHS Single Audit Unit will notify Grantee to complete the Single Audit Determination Form. If Grantee fails to complete the form within thirty (30) calendar days after receipt of notice, Grantee maybe subject to sanctions and remedies for non-compliance. iii. If Grantee, within Grantee's fiscal year, expends at least SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000)in federal funds awarded, Grantee shall have a single audit or program-specific audit in accordance with 2 CFR 200. The federal threshold amount includes federal funds passed through by way of state agency awards. iv. If Grantee, within Grantee's fiscal year, expends at least SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000) in state funds awarded, Grantee shall have a single audit or program-specific audit in accordance with TxGMS. The audit must be conducted by an independent certified public accountant and in accordance with 2 CFR 200, Government Auditing Standards, and TxGMS. v. For-profit Grantees whose expenditures meet or exceed the federal or state expenditure thresholds stated above shall follow the guidelines in 2 CFR 200 or TxGMS, as applicable,for their program-specific audits. vi. Each Grantee required to obtain a single audit must competitively re-procure single audit services once every six years. Grantee shall procure audit services in compliance with this section, state procurement procedures, as well as with applicable provisions of 2 CFR 200 and TxGMS. B. Financial Statements. Each Grantee that does not meet the expenditure threshold for a single audit or program- specific audit, must provide financial statements for the audit period. 4.3 SUBMISSION OF AUDITS AND FINANCIAL STATEMENTS A. Audits. Due the earlier of 30 days after receipt of the independent certified public accountant's HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 11 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 report or nine months after the end of the fiscal year, Grantee shall submit one electronic copy of the single audit or program-specific audit to the System Agency via: i. HHS portal at https://hhsportal.hhs.state.tx.us/heartwebextr/hhscSau or, ii. Email to: single audit reportkhhsc.state.tx.us. B. Financial Statements. Due no later than nine months after the Grantee's fiscal year-end, Grantees not required to submit an audit, shall submit one electronic copy of their financial statements via: i. HHS portal at htt2s:Hhhsportal.hhs.state.tx.us/heartwebextr/hhscSau; or, ii. Email to: single audit reporte,hhsc.state.tx.us. ARTICLE V. WARRANTY,AFFIRMATIONS,ASSURANCES AND CERTIFICATIONS 5.1 WARRANTY Grantee warrants that all work under this Grant Agreement shall be completed in a manner consistent with standards under the terms of this Grant Agreement, in the applicable trade, profession, or industry; shall conform to or exceed the specifications set forth in the Grant Agreement; and all deliverables shall be fit for ordinary use,of good quality,and with no material defects. If System Agency, in its sole discretion, determines Grantee has failed to complete work timely or to perform satisfactorily under conditions required by this Grant Agreement,the System Agency may require Grantee, at its sole expense,to: i. Repair or replace all defective or damaged work; ii. Refund any payment Grantee received from System Agency for all defective or damaged work and, in conjunction therewith,require Grantee to accept the return of such work; and, iii. Take necessary action to ensure that Grantee's future performance and work conform to the Grant Agreement requirements. 5.2 GENERAL AFFIRMATIONS Grantee certifies that,to the extent affirmations are incorporated into the Grant Agreement, the Grantee has reviewed the affirmations and that Grantee is in compliance with all requirements. 5.3 FEDERAL ASSURANCES Grantee further certifies that, to the extent federal assurances are incorporated into the Grant Agreement, the Grantee has reviewed the federal assurances and that Grantee is in compliance with all requirements. 5.4 FEDERAL CERTIFICATIONS Grantee further certifies that, to the extent federal certifications are incorporated into the Grant Agreement, the Grantee has reviewed the federal certifications and that Grantee is in compliance with all requirements. In addition, Grantee certifies that it is in compliance with all applicable federal laws,rules, and regulations, as they may pertain to this Grant Agreement. 5.5 STATE ASSURANCES Except to the extent of any conflict under applicable law or requirements or guidelines of any federal awarding agency from which funding for this Grant Agreement originated, the Grantee must comply with the applicable state assurances included within the TxGMS which are incorporated here by reference. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 12 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 ARTICLE VI. INTELLECTUAL PROPERTY 6.1 OWNERSHIP OF WORK PRODUCT A. All right, title, and interest in the Work Product, including all Intellectual Property Rights therein,is exclusively owned by System Agency.Grantee and Grantee's employees will have no rights in or ownership of the Work Product or any other property of System Agency. B. Any and all Work Product that is copyrightable under United States copyright law is deemed to be "work made for hire" owned by System Agency, as provided by Title 17 of the United States Code. To the extent that Work Product does not qualify as a"work made for hire"under applicable federal law, Grantee hereby irrevocably assigns and transfers to System Agency, its successors and assigns,the entire right,title, and interest in and to the Work Product, including any and all Intellectual Property Rights embodied therein or associated therewith, and in and to all works based upon, derived from, or incorporating the Work Product, and in and to all income,royalties, damages, claims and payments now or hereafter due or payable with respect thereto, and in and to all causes of action, either in law or in equity for past,present or future infringement based on the copyrights, and in and to all rights corresponding to the foregoing. C. Grantee agrees to execute all papers and to perform such other acts as System Agency may deem necessary to secure for System Agency or its designee the rights herein assigned. D. In the event that Grantee has any rights in and to the Work Product that cannot be assigned to System Agency, Grantee hereby grants to System Agency an exclusive, worldwide, royalty-free, transferable, irrevocable, and perpetual license,with the right to sublicense,to reproduce, distribute, modify, create derivative works of,publicly perform and publicly display, make, have made, use, sell and offer for sale the Work Product and any products developed by practicing such rights. E. The foregoing does not apply to Incorporated Pre-existing Works or Third Party IP that are incorporated in the Work Product by Grantee. Grantee shall provide System Agency access during normal business hours to all Grantee materials,premises, and computer files containing the Work Product. 6.2 GRANTEE'S PRE-EXISTING WORKS A. To the extent that Grantee incorporates into the Work Product any works of Grantee that were created by Grantee or that Grantee acquired rights in prior to the Effective Date of this Grant Agreement("Incorporated Pre-existing Works"), Grantee retains ownership of such Incorporated Pre-existing Works. B. Grantee hereby grants to System Agency an irrevocable,perpetual,non-exclusive, royalty-free,transferable,worldwide right and license,with the right to sublicense,to use,reproduce, modify, copy, create derivative works of, publish, publicly perform and display, sell, offer to sell, make and have made, the Incorporated Pre-existing Works, in any medium, with or without the associated Work Product. C. Grantee represents, warrants, and covenants to System Agency that Grantee has all necessary right and authority to grant the foregoing license in the Incorporated Pre- existing Works to System Agency. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 13 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-B021-65C5CB280FD3 6.3 THIRD PARTY IP A. To the extent that any Third Party IP is included or incorporated in the Work Product by Grantee, Grantee hereby grants to System Agency,or shall obtain from the applicable third party for System Agency's benefit, the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license, for System Agency's internal business or governmental purposes only, to use, reproduce, display, perform, distribute copies of, and prepare derivative works based upon such Third Party IP and any derivative works thereof embodied in or delivered to System Agency in conjunction with the Work Product, and to authorize others to do any or all of the foregoing. B. Grantee shall obtain System Agency's advance written approval prior to incorporating any Third Party IP into the Work Product, and Grantee shall notify System Agency on delivery of the Work Product if such materials include any Third Party IP. C. Grantee shall provide System Agency all supporting documentation demonstrating Grantee's compliance with this Section 6.3,including without limitation documentation indicating a third parry's written approval for Grantee to use any Third Party IP that may be incorporated in the Work Product. 6.4 AGREEMENTS WITH EMPLOYEES AND SUBCONTRACTORS Grantee shall have written, binding agreements with its employees and subcontractors that include provisions sufficient to give effect to and enable Grantee's compliance with Grantee's obligations under this Article VI, Intellectual Property. 6.5 DELIVERY UPON TERMINATION OR EXPIRATION No later than the first calendar day after the termination or expiration of the Grant Agreement or upon System Agency's request, Grantee shall deliver to System Agency all completed, or partially completed, Work Product, including any Incorporated Pre-existing Works, and any and all versions thereof. Grantee's failure to timely deliver such Work Product is a material breach of the Grant Agreement. Grantee will not retain any copies of the Work Product or any documentation or other products or results of Grantee's activities under the Grant Agreement without the prior written consent of System Agency. 6.6 SURVIVAL The provisions and obligations of this Article survive any termination or expiration of the Grant Agreement. 6.7 SYSTEM AGENCY DATA A. As between the Parties, all data and information acquired, accessed, or made available to Grantee by, through, or on behalf of System Agency or System Agency contractors, including all electronic data generated, processed, transmitted, or stored by Grantee in the course of providing data processing services in connection with Grantee's performance hereunder(the"System Agency Data"), is owned solely by System Agency. B. Grantee has no right or license to use, analyze, aggregate,transmit, create derivatives of, copy, disclose, or process the System Agency Data except as required for Grantee to fulfill its obligations under the Grant Agreement or as authorized in advance in writing by System Agency. C. For the avoidance of doubt, Grantee is expressly prohibited from using, and from permitting any third party to use, System Agency Data for marketing, research, or other non-governmental or commercial purposes,without the prior written consent of System Agency. D. Grantee shall make System Agency Data available to System Agency, including to HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 14 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 System Agency's designated vendors, as directed in writing by System Agency. The foregoing shall be at no cost to System Agency. E. Furthermore, the proprietary nature of Grantee's systems that process, store, collect, and/or transmit the System Agency Data shall not excuse Grantee's performance of its obligations hereunder. ARTICLE VII. PROPERTY 7.1 USE OF STATE PROPERTY A. Grantee is prohibited from using State Property for any purpose other than performing Services authorized under the Grant Agreement. B. State Property includes, but is not limited to, System Agency's office space, identification badges, System Agency information technology equipment and networks (e.g., laptops,portable printers, cell phones, iPads or tablets, external hard drives, data storage devices, any System Agency-issued software, and the System Agency Virtual Private Network(VPN client)), and any other resources of System Agency. C. Grantee shall not remove State Property from the continental United States. In addition, Grantee may not use any computing device to access System Agency's network or e- mail while outside of the continental United States. D. Grantee shall not perform any maintenance services on State Property unless the Grant Agreement expressly authorizes such Services. E. During the time that State Property is in the possession of Grantee, Grantee shall be responsible for: i. all repair and replacement charges incurred by State Agency that are associated with loss of State Property or damage beyond normal wear and tear, and ii. all charges attributable to Grantee's use of State Property that exceeds the Grant Agreement scope. Grantee shall fully reimburse such charges to System Agency within ten(10) calendar days of Grantee's receipt of System Agency's notice of amount due. Use of State Property for a purpose not authorized by the Grant Agreement shall constitute breach of contract and may result in termination of the Grant Agreement and the pursuit of other remedies available to System Agency under contract, at law, or in equity. 7.2 DAMAGE TO STATE PROPERTY A. In the event of loss,destruction, or damage to any System Agency or State of Texas owned, leased, or occupied property or equipment by Grantee or Grantee's employees, agents, Subcontractors, or suppliers, Grantee shall be liable to System Agency and the State of Texas for the full cost of repair, reconstruction, or replacement of the lost, destroyed, or damaged property. B. Grantee shall notify System Agency of the loss, destruction, or damage of equipment or property within one (1)business day. Grantee shall reimburse System Agency and the State of Texas for such property damage within ten(10) calendar days after Grantee's receipt of System Agency's notice of amount due. 7.3 PROPERTY RIGHTS UPON TERMINATION OR EXPIRATION OF CONTRACT In the event the Grant Agreement is terminated for any reason or expires, State Property remains the property of the System Agency and must be returned to the System Agency by the earlier of the end date of the Grant Agreement or upon System Agency's request. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 15 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 7.4 EQUIPMENT AND PROPERTY A The Grantee must ensure equipment with a per-unit cost of$5,000 or greater purchased with grant funds under this award is used solely for the purpose of this Grant or is properly pro-rated for use under this Grant. Grantee must have control systems to prevent loss, damage, or theft of property funded under this Grant. Grantee shall maintain equipment management and inventory procedures for equipment,whether acquired in part or whole with grant funds, until disposition occurs. B. When equipment acquired by Grantee under this Grant Agreement is no longer needed for the original project or for other activities currently supported by System Agency, the Grantee must properly dispose of the equipment pursuant to 2 CFR and/or TxGMS, as applicable. Upon termination of this Grant Agreement,use and disposal of equipment by the Grantee shall conform with TxGMS requirements. C. Grantee shall initiate the purchase of all equipment approved in writing by the System Agency in accordance with the schedule approved by System Agency, as applicable. Failure to timely initiate the purchase of equipment may result in the loss of availability of funds for the purchase of equipment. Requests to purchase previously approved equipment after the first quarter in the Grant Agreement must be submitted to the assigned System Agency contract manager. D. Controlled Assets include firearms, regardless of the acquisition cost, and the following assets with an acquisition cost of$500 or more, but less than $5,000: desktop and laptop computers (including notebooks, tablets and similar devices), non-portable printers and copiers, emergency management equipment, communication devices and systems, medical and laboratory equipment, and media equipment. Controlled Assets are considered supplies. E System Agency funds must not be used to purchase buildings or real property without prior written approval from System Agency. Any costs related to the initial acquisition of the buildings or real property are not allowable without written pre-approval. ARTICLE VIII. RECORD RETENTION,AUDIT,AND CONFIDENTIALITY 8.1 RECORD MAINTENANCE AND RETENTION A. Grantee shall keep and maintain under GAAP or GASB, as applicable, full,true, and complete records necessary to fully disclose to the System Agency, the Texas State Auditor's Office,the United States Government, and their authorized representatives all information required to determine compliance with the terms and conditions of this Grant Agreement and all state and federal rules, regulations, and statutes. Grantee shall ensure these same requirements are included in all subcontracts. B. Grantee shall maintain and retain legible copies of this Grant Agreement and all records relating to the performance of the Grant Agreement, including supporting fiscal documents adequate to ensure that claims for grant funds are in accordance with applicable State of Texas requirements. These records shall be maintained and retained by the Grantee for a minimum of seven (7)years after the Grant Agreement expiration date or seven (7)years after all audits, claims,litigation, or disputes involving the Grant Agreement are resolved, whichever is later. Grantee shall ensure these same requirements are included in all subcontracts. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 16 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 8.2 AGENCY'S RIGHT TO AUDIT A. Grantee shall make available at reasonable times and upon reasonable notice, and for reasonable periods, work papers, reports, books, records, supporting documents kept current by Grantee pertaining to the Grant Agreement for purposes of inspecting, monitoring, auditing, or evaluating by System Agency and the State of Texas. Grantee shall ensure these same requirements are included in all subcontracts. B. In addition to any right of access arising by operation of law, Grantee and any of Grantee's affiliate or subsidiary organizations, or Subcontractors shall permit the System Agency or any of its duly authorized representatives, as well as duly authorized federal, state or local authorities,unrestricted access to and the right to examine any site where business is conducted or services are performed, and all records,which includes but is not limited to financial, client and patient records, books,papers or documents related to this Grant Agreement. Grantee shall permit the System Agency or any of its duly authorized federal, state, or local authorities unrestricted access to and the right to examine all external contracts and or pricing models or methodologies related to the Grant Agreement. Grantee shall ensure these same requirements are included in all subcontracts. If the Grant Agreement includes federal funds, federal agencies that shall have a right of access to records as described in this section include: the federal agency providing the funds,the Comptroller General of the United States,the General Accounting Office, the Office of the Inspector General, and any of their authorized representatives. In addition, agencies of the State of Texas that shall have a right of access to records as described in this section include: the System Agency, HHS's contracted examiners, the State Auditor's Office, the Office of the Texas Attorney General, and any successor agencies. Each of these entities may be a duly authorized authority. C. If deemed necessary by the System Agency or any duly authorized authority, for the purpose of oversight, including, but not limited to, reviews, inspections, audits and investigations, Grantee shall produce original documents related to this Grant Agreement. D. The System Agency and any duly authorized authority shall have the right to audit billings both before and after payment, and all documentation that substantiates the billings and payments related to the Grant Agreement, including those related to a Subcontractor. E. Grantee shall include the System Agency's and any of its duly authorized representatives', as well as duly authorized federal, state, or local authorities, unrestricted right of access to, and examination of, sites and information related to this Grant Agreement in any Subcontract it awards. 8.3 RESPONSE/COMPLIANCE WITH AUDIT OR INSPECTION FINDINGS A. Grantee must act to ensure its and its Subcontractors' compliance with all corrections necessary to address any finding of noncompliance with any law, regulation, audit requirement, or generally accepted accounting principle, or any other deficiency identified in any audit, review, inspection or investigation of the Grant Agreement and the services and Deliverables provided. Any such correction will be at Grantee's or its Subcontractor's sole expense. Whether Grantee's action corrects the noncompliance shall be solely the decision of the System Agency. B. As part of the services, Grantee must provide to HHS upon request a copy of those portions of Grantee's and its Subcontractors'internal audit reports relating to the services and Deliverables provided to the State under the Grant Agreement. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 17 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 C. Grantee shall include the requirement to provide to System Agency (and any of its duly authorized federal, state, or local authorities)internal audit reports related to this Grant Agreement in any Subcontract it awards. Upon request by System Agency, Grantee shall enforce this requirement against its Subcontractor. Further, Grantee shall include in any Subcontract it awards a requirement that all Subcontractor Subcontracts must also include these provisions. 8.4 STATE AUDITOR'S RIGHT TO AUDIT The state auditor may conduct an audit or investigation of any entity receiving funds from the state directly under the Grant Agreement or indirectly through a subcontract under the Grant Agreement. The acceptance of funds directly under the Grant Agreement or indirectly through a subcontract under the Grant Agreement acts as acceptance of the authority of the state auditor,under the direction of the legislative audit committee,to conduct an audit or investigation in connection with those funds. Under the direction of the legislative audit committee,an entity that is the subject of an audit or investigation by the state auditor must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit. Grantee shall ensure the authority to audit funds received indirectly by subcontractors through the contract and the requirement to cooperate is included in any subcontract it awards. 8.5 CONFIDENTIALITY Grantee shall maintain as confidential and shall not disclose to third parties without System Agency's prior written consent, any System Agency information including but not limited to System Agency's business activities, practices, systems, conditions and services. This Article VIII will survive termination or expiration of this Grant Agreement. Further, the obligations of Grantee under this Article VIII will survive termination or expiration of this Grant Agreement. This requirement must be included in all subcontracts awarded by Grantee. ARTICLE IX. GRANT REMEDIES, TERMINATION AND PROHIBITED ACTIVITIES 9.1 REMEDIES A To ensure Grantee's full performance of the Grant Agreement and compliance with applicable law, System Agency reserves the right to hold Grantee accountable for breach of contract or substandard performance and may take remedial or corrective actions, including, but not limited to the following: i. temporarily withholding cash disbursements or reimbursements pending correction of the deficiency; ii. disallowing or denying use of funds for the activity or action deemed not to be in compliance; iii. disallowing claims for reimbursement that may require a partial or whole return of previous payments or reimbursements; iv. suspending all or part of the Grant Agreement; v. requiring the Grantee to take specific actions in order to remain in compliance with the Grant Agreement; vi. recouping payments made by the System Agency to the Grantee found to be in error; vii. suspending, limiting, or placing conditions on the Grantee's continued performance of the Project; viii. prohibiting the Grantee from receiving additional funds for other grant programs administered by the System Agency until satisfactory compliance resolution is HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 18 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-B021-65C5CB280FD3 obtained; ix. withholding release of new grant agreements; and x. imposing any other remedies, sanctions or penalties authorized under this Grant Agreement or permitted by federal or state statute, law,regulation or rule. R Unless expressly authorized by System Agency, Grantee may not be entitled to reimbursement for expenses incurred while the Grant Agreement is suspended. C. No action taken by System Agency in exercising remedies or imposing sanctions will constitute or operate as a waiver of any other rights or remedies available to System Agency under the Grant Agreement or pursuant to law. Additionally, no action taken by System Agency in exercising remedies or imposing sanctions will constitute or operate as an acceptance, waiver, or cure of Grantee's breach. Unless expressly authorized by System Agency, Grantee may not be entitled to reimbursement for expenses incurred while the Grant Agreement is suspended or after termination. 9.2 TERMINATION FOR CONVENIENCE The System Agency may terminate the Grant Agreement, in whole or in part, at any time when,in its sole discretion,the System Agency determines that termination is in the best interests of the State of Texas. The termination will be effective on the date specified in the System Agency's notice of termination. 9.3 TERMINATION FOR CAUSE A. Except as otherwise provided by the U.S. Bankruptcy Code, or any successor law, the System Agency may terminate the Grant Agreement, in whole or in part,upon either of the following conditions: i. Material Breach The System Agency may terminate the Grant Agreement, in whole or in part, if the System Agency determines, in its sole discretion, that Grantee has materially breached the Grant Agreement or has failed to adhere to any laws, ordinances, rules,regulations or orders of any public authority having jurisdiction, whether or not such violation prevents or substantially impairs performance of Grantee's duties under the Grant Agreement. Grantee's misrepresentation in any aspect including, but not limited to, of Grantee's Solicitation Application, if any, or Grantee's addition to the SAM exclusion list(identification in SAM as an excluded entity) may also constitute a material breach of the Grant Agreement. ii. Failure to Maintain Financial Viability The System Agency may terminate the Grant Agreement if the System Agency, in its sole discretion, determines that Grantee no longer maintains the financial viability required to complete the services and deliverables, or otherwise fully perform its responsibilities under the Grant Agreement. B. System Agency will specify the effective date of such termination in the notice to Grantee. If no effective date is specified, the Grant Agreement will terminate on the date of the notification. 9.4 GRANTEE RESPONSIBILITY FOR SYSTEM AGENCY'S TERMINATION COSTS If the System Agency terminates the Grant Agreement for cause, the Grantee shall be responsibleto the System Agency for all costs incurred by the System Agency and the State of Texas to replace the Grantee. These costs include, but are not limited to, the costs of procuring a substitute grantee and the cost of any claim or litigation attributable to Grantee's failure to perform any work in accordance with the terms of the Grant Agreement. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 19 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 9.5 INHERENTLY RELIGIOUS ACTIVITIES Grantee may not use grant funding to engage in inherently religious activities, such as proselytizing, scripture study, or worship. Grantees may engage in inherently religious activities;however,these activities must be separate in time or location from the grant- funded program. Moreover, grantees must not compel program beneficiaries to participate in inherently religious activities. These requirements apply to all grantees, not just faith-based organizations. 9.6 POLITICAL ACTIVITIES Grant funds cannot be used for the following activities: A. Grantees and their relevant sub-grantees or subcontractors are prohibited from using grant funds directly or indirectly for political purposes, including lobbying, advocating for legislation, campaigning for, endorsing, contributing to, or otherwise supporting political candidates or parties, and voter registration campaigns. Grantees may use private, or non-System Agency money or contributions for political purposes but may not charge to, or be reimbursed from, System Agency contracts or grants for the costs of such activities. B. Grant-funded employees may not use official authority or influence to achieve any political purpose and grant funds cannot be used for the salary, benefits, or any other compensation of an elected official. C. Grant funds may not be used to employ, in any capacity, a person who is required by Chapter 305 of the Texas Government Code to register as a lobbyist. Additionally, grant funds cannot be used to pay membership dues to an organization that partially or wholly pays the salary of a person who is required by Chapter 305 of the Texas Government Code to register as a lobbyist. D. As applicable, Grantee will comply with 31 USC § 1352, relating to the limitation on use of appropriated funds to influence certain Federal contracting and financial transactions. ARTICLE X. INDEMNITY 10.1 GENERAL INDEMNITY A. GRANTEE SHALL DEFEND,INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND SYSTEM AGENCY,AND/OR THEIR OFFICERS, AGENTS,EMPLOYEES,REPRESENTATIVES, CONTRACTORS, ASSIGNEES,AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS,DEMANDS, OR SUITS,AND ALL RELATED COSTS, ATTORNEYS' FEES,AND EXPENSES ARISING OUT OF OR RESULTING FROM ANY ACTS OR OMISSIONS OF GRANTEE OR ITS AGENTS, EMPLOYEES, SUBCONTRACTORS, ORDER FULFILLERS,OR SUPPLIERS OF SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OF THE GRANT AGREEMENT AND ANY PURCHASE ORDERS ISSUED UNDER THE GRANT AGREEMENT. B. THIS PARAGRAPH IS NOT INTENDED TO AND WILL NOT BE CONSTRUED TO REQUIRE GRANTEE TO INDEMNIFY OR HOLD HARMLESS THE STATE OR THE SYSTEM AGENCY FOR ANY CLAIMS OR LIABILITIES RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE SYSTEM AGENCY OR ITS EMPLOYEES. C. FOR THE AVOIDANCE OF DOUBT, SYSTEM AGENCY SHALL NOT INDEMNIFY GRANTEE OR ANY OTHER ENTITY UNDER THE GRANT HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 20 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 AGREEMENT. 10.2 INTELLECTUAL PROPERTY GRANTEE SHALL DEFEND,INDEMNIFY,AND HOLD HARMLESS THE SYSTEM AGENCY AND THE STATE OF TEXAS FROM AND AGAINST ANY AND ALL CLAIMS,VIOLATIONS,MISAPPROPRIATIONS, OR INFRINGEMENT OF ANY PATENT,TRADEMARK, COPYRIGHT,TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHTS AND/OR OTHER INTANGIBLE PROPERTY,PUBLICITY OR PRIVACY RIGHTS,AND/OR IN CONNECTION WITH OR ARISING FROM: i THE PERFORMANCE OR ACTIONS OF GRANTEE PURSUANT TO THIS GRANT AGREEMENT; i ANY DELIVERABLE,WORK PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER;AND/OR R SYSTEM AGENCY'S AND/OR GRANTEE'S USE OF OR ACQUISITION OF ANY REQUESTED SERVICES OR OTHER ITEMS PROVIDED TO SYSTEM AGENCY BY GRANTEE OR OTHERWISE TO WHICH SYSTEM AGENCY HAS ACCESS AS A RESULT OF GRANTEE'S PERFORMANCE UNDER THE GRANT AGREEMENT. 10.3 ADDITIONAL INDEMNITY PROVISIONS A. GRANTEE AND SYSTEM AGENCY AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY INDEMNITY CLAIM. GRANTEE SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INCLUDING ATTORNEYS' FEES. B. THE DEFENSE SHALL BE COORDINATED BY THE GRANTEE WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND GRANTEE MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE TEXAS ATTORNEY GENERAL. C. GRANTEE SHALL REIMBURSE SYSTEM AGENCY AND THE STATE OF TEXAS FOR ANY CLAIMS,DAMAGES, COSTS,EXPENSES OR OTHER AMOUNTS,INCLUDING,BUT NOT LIMITED TO,ATTORNEYS' FEES AND COURT COSTS,ARISING FROM ANY SUCH CLAIM. IF THE SYSTEM AGENCY DETERMINES THAT A CONFLICT EXISTS BETWEEN ITS INTERESTS AND THOSE OF GRANTEE OR IF SYSTEM AGENCY IS REQUIRED BY APPLICABLE LAW TO SELECT SEPARATE COUNSEL, SYSTEM AGENCY WILL BE PERMITTED TO SELECT SEPARATE COUNSEL AND GRANTEE SHALL PAY ALL REASONABLE COSTS OF SYSTEM AGENCY'S COUNSEL. ARTICLE XI. GENERAL PROVISIONS 11.1 AMENDMENTS Except as otherwise expressly provided, the Grant Agreement may only be amended by a written Amendment executed by both Parties. 11.2 NO QUANTITY GUARANTEES The System Agency makes no guarantee of volume or usage of work under this Grant HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 21 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-B021-65C5CB280FD3 Agreement. All work requested may be on an irregular and as needed basis throughout the Grant Agreement term. 11.3 CHILD ABUSE REPORTING REQUIREMENTS A. Grantees shall comply with child abuse and neglect reporting requirements in Texas Family Code Chapter 261. This section is in addition to and does not supersede any other legal obligation of the Grantee to report child abuse. B. Grantee shall use the Texas Abuse Hotline Website located at https://www.txabusehotline.org/Login/Default.aspx as required by the System Agency. Grantee shall retain reporting documentation on site and make it available for inspection by the System Agency. 11.4 CERTIFICATION OF MEETING OR EXCEEDING TOBACCO-FREE WORKPLACE POLICY MINIMUM STANDARDS A. Grantee certifies that it has adopted and enforces a Tobacco-Free Workplace Policy that meets or exceeds all of the following minimum standards of: i. Prohibiting the use of all forms of tobacco products, including but not limited to cigarettes, cigars, pipes, water pipes (hookah),bidis, kreteks, electronic cigarettes, smokeless tobacco, snuff and chewing tobacco; ii. Designating the property to which this Policy applies as a"designated area,"which must at least comprise all buildings and structures where activities funded under this Grant Agreement are taking place, as well as Grantee owned, leased, or controlled sidewalks,parking lots, walkways, and attached parking structures immediately adjacent to this designated area; iii. Applying to all employees and visitors in this designated area; and iv. Providing for or referring its employees to tobacco use cessation services. B. If Grantee cannot meet these minimum standards, it must obtain a waiver from the System Agency. 11.5 INSURANCE AND BONDS Unless otherwise specified in this Contract, Grantee shall acquire and maintain, for the duration of this Contract, insurance coverage necessary to ensure proper fulfillment of this Contract and potential liabilities thereunder with financially sound and reputable insurers licensed by the Texas Department of Insurance, in the type and amount customarily carried within the industry as determined by the System Agency. Grantee shall provide evidence of insurance as required under this Contract,including a schedule of coverage or underwriter's schedules establishing to the satisfaction of the System Agency the nature and extent of coverage granted by each such policy, upon request by the System Agency. In the event that any policy is determined by the System Agency to be deficient to comply with the terms of this Contract, Grantee shall secure such additional policies or coverage as the System Agency may reasonably request or that are required by law or regulation. If coverage expires during the term of this Contract, Grantee must produce renewal certificates for each type of coverage. In addition, if required by System Agency, Grantee must obtain and have on file a blanket fidelity bond that indemnifies System Agency against the loss or theft of any grant funds, including applicable matching funds. The fidelity bond must cover the entirety of the grant term and any subsequent renewals. The failure of Grantee to comply with these requirements may subject Grantee to remedial or corrective actions detailed in section 10.1, General Indemnity, above. These and all other insurance requirements under the Grant apply to both Grantee and its HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 22 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-B021-65C5CB280FD3 Subcontractors, if any. Grantee is responsible for ensuring its Subcontractors' compliance with all requirements. 11.6 LIMITATION ON AUTHORITY A. Grantee shall not have any authority to act for or on behalf of the System Agency or the State of Texas except as expressly provided for in the Grant Agreement; no other authority,power, or use is granted or implied. Grantee may not incur any debt, obligation, expense, or liability of any kind on behalf of System Agency or the State of Texas. B. Grantee may not rely upon implied authority and is not granted authority under the Grant Agreement to: i. Make public policy on behalf of the System Agency; ii. Promulgate, amend, or disregard administrative regulations or program policy decisions made by State and federal agencies responsible for administration of a System Agency program; or iii. Unilaterally communicate or negotiate with any federal or state agency or the Texas Legislature on behalf of the System Agency regarding System Agency programs or the Grant Agreement. However,upon System Agency request and with reasonable notice from System Agency to the Grantee,the Grantee shall assist the System Agency in communications and negotiations regarding the Work under the Grant Agreement with state and federal governments. 11.7 CHANGE IN LAWS AND COMPLIANCE WITH LAWS Grantee shall comply with all laws, regulations, requirements, and guidelines applicable to a Grantee providing services and products required by the Grant Agreement to the State of Texas, as these laws,regulations,requirements,and guidelines currently exist and as amended throughout the term of the Grant Agreement.Notwithstanding Section 11.1,Amendments, above,System Agency reserves the right,in its sole discretion,to unilaterally amend the Grant Agreement to incorporate any modifications necessary for System Agency's compliance, as an agency of the State of Texas, with all applicable state and federal laws, regulations, requirements and guidelines. 11.8 SUBCONTRACTORS Grantee may not subcontract any or all of the Work and/or obligations under the Grant Agreement without prior written approval of the System Agency. Subcontracts, if any, entered into by the Grantee shall be in writing and be subject to the requirements of the Grant Agreement. Should Grantee subcontract any of the services required in the Grant Agreement, Grantee expressly understands and acknowledges System Agency is in no manner liable to any subcontractor(s) of Grantee. In no event shall this provision relieve Grantee of the responsibility for ensuring that the services performed under all subcontracts are rendered in compliance with the Grant Agreement. 11.9 PERMITTING AND LICENSURE At Grantee's sole expense, Grantee shall procure and maintain for the duration of this Grant Agreement any state, county, city, or federal license, authorization, insurance, waiver, permit, qualification or certification required by statute, ordinance, law, or regulation to be held by Grantee to provide the goods or services required by this Grant Agreement. Grantee shall be responsible for payment of all taxes, assessments, fees,premiums,permits, and licenses required by law. Grantee shall be responsible for payment of any such government obligations not paid by its Subcontractors during performance of this Grant Agreement. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 23 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-B021-65C5CB280FD3 11.10 INDEPENDENT CONTRACTOR Grantee and Grantee's employees, representatives, agents, Subcontractors, suppliers, and third-parry service providers shall serve as independent contractors in providing the services under the Grant Agreement. Neither Grantee nor System Agency is an agent of the other and neither may make any commitments on the other party's behalf. The Grantee is not a "governmental body" solely by virtue of this Grant Agreement or receipt of grant funds under this Grant Agreement. Grantee shall have no claim against System Agency for vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or disability benefits,unemployment insurance benefits, or employee benefits of any kind. The Grant Agreement shall not create any joint venture, partnership, agency, or employment relationship between Grantee and System Agency. 11.11 GOVERNING LAW AND VENUE The Grant Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflicts of law provisions. The venue of any suit arising under the Grant Agreement is fixed in any court of competent jurisdiction of Travis County, Texas, unless the specific venue is otherwise identified in a statute which directly names or otherwise identifies its applicability to the System Agency. 11.12 SEVERABILITY If any provision contained in this Grant Agreement is held to be unenforceable by a court of law or equity, such construction will not affect the legality, validity, or enforceability of any other provision or provisions of this Grant Agreement. It is the intent and agreement of the Parties this Grant Agreement shall be deemed amended by modifying such provision to the extent necessary to render it valid, legal and enforceable while preserving its intent or, if such modification is not possible,by substituting another provision that is valid,legal and enforceable and that achieves the same objective. All other provisions of this Grant Agreement will continue in full force and effect. 11.13 SURVIVABILITY Expiration or termination of the Grant Agreement for any reason does not release Grantee from any liability or obligation set forth in the Grant Agreement that is expressly stated to survive any such expiration or termination,that by its nature would be intended to be applicable following any such expiration or termination, or that is necessary to fulfill the essential purpose of the Grant Agreement, including without limitation the provisions regarding return of grant funds, audit requirements, records retention, public information, warranty, indemnification, confidentiality, and rights and remedies upon termination. 11.14 FORCE MAJEURE Neither Grantee nor System Agency shall be liable to the other for any delay in, or failure of performance, of any requirement included in the Grant Agreement caused by force majeure. The existence of such causes of delay or failure shall extend the period of performance until after the causes of delay or failure have been removed provided the non-performing party exercises all reasonable due diligence to perform. Force majeure is defined as acts of God, war, fires, explosions, hurricanes, floods, failure of transportation, or other causes that are beyond the reasonable control of either party and that by exercise of due foresight such parry could not reasonably have been expected to avoid, and which, by the exercise of all reasonable due diligence, such parry is unable to overcome. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 24 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 11.15 NO IMPLIED WAIVER OF PROVISIONS The failure of the System Agency to object to or to take affirmative action with respect to any conduct of the Grantee which is in violation or breach of the terms of the Grant Agreement shall not be construed as a waiver of the violation or breach, or of any future violation or breach. 11.16 FUNDING DISCLAIMERS AND LABELING A. Grantee shall not use System Agency's name or refer to System Agency directly or indirectly in any media appearance,public service announcement, or disclosure relating to this Grant Agreement including any promotional material without first obtaining written consent from System Agency. The foregoing prohibition includes,without limitation,the placement of banners, pop-up ads, or other advertisements promoting Grantee's or a third party's products, services, workshops,trainings, or other commercial offerings on any website portal or internet-based service or software application hosted or managed by Grantee. This does not limit the Grantee's responsibility to comply with obligations related to the Texas Public Information Act or Texas Open Meetings Act. B. In general, no publication (including websites, reports,projects, etc.)may convey System Agency's recognition or endorsement of the Grantee's project without prior written approval from System Agency. Publications funded in part or wholly by HHS grant funding must include a statement that"HHS and neither any of its components operate, control, are responsible for, or necessarily endorse, this publication (including, without limitation,its content,technical infrastructure, and policies, and any services or tools provided)" at HHS's request. 11.17 MEDIA RELEASES A. Grantee shall not use System Agency's name, logo, or other likeness in any press release,marketing material or other announcement without System Agency's prior written approval. System Agency does not endorse any vendor, commodity,or service. Grantee is not authorized to make or participate in any media releases or public announcements pertaining to this Grant Agreement or the Services to which they relate without System Agency's prior written consent, and then only in accordance with explicit written instruction from System Agency. B. Grantee may publish, at its sole expense, results of Grantee performance under the Grant Agreement with the System Agency's prior review and approval, which the System Agency may exercise at its sole discretion. Any publication (written, visual, or sound) will acknowledge the support received from the System Agency and any Federal agency, as appropriate. 11.18 PROHIBITION ON NON-COMPETE RESTRICTIONS Grantee shall not require any employees or Subcontractors to agree to any conditions, such as non-compete clauses or other contractual arrangements,that would limit or restrict such persons or entities from employment or contracting with the State of Texas. 11.19 SOVEREIGN IMMUNITY Nothing in the Grant Agreement will be construed as a waiver of the System Agency's or the State's sovereign immunity. This Grant Agreement shall not constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to the System Agency or the State of Texas. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to the System Agency or the State of Texas under the Grant Agreement or under applicable law shall not constitute HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 25 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-B021-65C5CB280FD3 a waiver of such privileges, rights, defenses,remedies, or immunities or be considered as a basis for estoppel. System Agency does not waive any privileges, rights, defenses, or immunities available to System Agency by entering into the Grant Agreement or by its conduct prior to or subsequent to entering into the Grant Agreement. 11.20 ENTIRE CONTRACT AND MODIFICATION The Grant Agreement constitutes the entire agreement of the Parties and is intended as a complete and exclusive statement of the promises,representations,negotiations,discussions, and other agreements that may have been made in connection with the subject matter hereof. Any additional or conflicting terms in any future document incorporated into the Grant Agreement will be harmonized with this Grant Agreement to the extentpossible. 11.21 COUNTERPARTS This Grant Agreement may be executed in any number of counterparts, each of which will be an original, and all such counterparts will together constitute but one and the same Grant Agreement. 11.22 PROPER AUTHORITY Each Party represents and warrants that the person executing this Grant Agreement on its behalf has full power and authority to enter into this Grant Agreement. 11.23 E-VERIFY PROGRAM Grantee certifies that it utilizes and will continue to utilize the U.S. Department of Homeland Security's E-Verify system to determine the eligibility of: A. all persons employed to perform duties within Texas during the term of the Grant Agreement; and B. all persons, (including subcontractors) assigned by the Grantee to perform work pursuant to the Grant Agreement within the United States of America. 11.24 CIVIL RIGHTS A. Grantee agrees to comply with state and federal anti-discrimination laws, including: i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq.); ii. Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. §794); iii. Americans with Disabilities Act of 1990 (42 U.S.C. §12101 et seq.); iv. Age Discrimination Act of 1975 (42 U.S.C. §§6101-6107); v. Title IX of the Education Amendments of 1972 (20 U.S.C. §§1681-1688); vi. Food and Nutrition Act of 2008 (7 U.S.C. §2011 et seq.); and vii. The System Agency's administrative rules, as set forth in the Texas Administrative Code, to the extent applicable to this Grant Agreement. B. Grantee agrees to comply with all amendments to the above-referenced laws, and all requirements imposed by the regulations issued pursuant to these laws. These laws provide in part that no persons in the United States may, on the grounds of race, color, national origin, sex, age, disability,political beliefs, or religion,be excluded from participation in or denied any aid, care, service or other benefits provided by Federal or State funding, or otherwise be subjected to discrimination. C. Grantee agrees to comply with Title VI of the Civil Rights Act of 1964, and its implementing regulations at 45 C.F.R. Part 80 or 7 C.F.R. Part 15,prohibiting a contractor from adopting and implementing policies and procedures that exclude or have the effect of excluding or limiting the participation of clients in its programs, benefits, or activities on the basis of national origin. State and federal civil rights laws require HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 26 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 contractors to provide alternative methods for ensuring access to services for applicants and recipients who cannot express themselves fluently in English. Grantee agrees to take reasonable steps to provide services and information, both orally and in writing,in appropriate languages other than English, in order to ensure that persons with limited English proficiency are effectively informed and can have meaningful access to programs, benefits, and activities. D. Grantee agrees to post applicable civil rights posters in areas open to the public informing clients of their civil rights and including contact information for the HHS Civil Rights Office. The posters are available on the HHS website at: https://hhs.texas.gov/about-hhs/vour-rights/civil-ri ghts-office/civil-ri ghts-posters E. Grantee agrees to comply with Executive Order 13279, and its implementing regulations at 45 C.F.R. Part 87 or 7 C.F.R. Part 16. These provide in part that any organization that participates in programs funded by direct financial assistance from the United States Department of Agriculture or the United States Department of Health and Human Services shall not discriminate against a program beneficiary or prospective program beneficiary on the basis of religion or religious belief. F. Upon request, Grantee shall provide HHSC's Civil Rights Office with copies of the Grantee's civil rights policies and procedures. G. Grantee must notify HHSC's Civil Rights Office of any complaints of discrimination received relating to its performance under this Grant Agreement. This notice must be delivered no more than ten (10) calendar days after receipt of a complaint. Notice provided pursuant to this section must be directed to: HHSC Civil Rights Office 701 W. 51st Street,Mail CodeW206 Austin, Texas 78751 Phone Toll Free: (888) 388-6332 Phone: (512) 438-4313 Fax: (512) 438-5885 Email: HHSCivilRightsOfficeghhsc.state.tx.us 11.25 ENTERPRISE INFORMATION MANAGEMENT STANDARDS Grantee shall conform to HHS standards for data management as described by the policies of the HHS Office of Data, Analytics, and Performance. These include, but are not limited to, standards for documentation and communication of data models, metadata, and other data definition methods that are required by HHS for ongoing data governance, strategic portfolio analysis, interoperability planning, and valuation of HHS System data assets. 11.26 DISCLOSURE OF LITIGATION A. The Grantee must disclose in writing to the contract manager assigned to this Grant Agreement any material civil or criminal litigation or indictment either threatened or pending involving the Grantee. "Threatened litigation" as used herein shall include governmental investigations and civil investigative demands. "Litigation" as used herein shall include administrative enforcement actions brought by governmental agencies. The Grantee must also disclose any material litigation threatened or pending involving Subcontractors, consultants, and/or lobbyists. For purposes of this section, "material" refers,but is not limited, to any action or pending action that a reasonable person knowledgeable in the applicable industry would consider relevant to the Work under the Grant Agreement or any development such a person would want to be aware of in order to stay fully apprised of the total mix of information relevant to the Work, together with any litigation threatened or pending that may result in a substantial change in the HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 27 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 Grantee's financial condition. B. This is a continuing disclosure requirement; any litigation commencing after Grant Agreement Award must be disclosed in a written statement to the assigned contract manager within seven calendar days of its occurrence. 11.27 NO THIRD PARTY BENEFICIARIES The Grant Agreement is made solely and specifically among and for the benefit of the Parties named herein and their respective successors and assigns, and no other person shall have any right, interest, or claims hereunder or be entitled to any benefits pursuant to or on account of the Grant Agreement as a third-parry beneficiary or otherwise. 11.28 BINDING EFFECT The Grant Agreement shall inure to the benefit of, be binding upon, and be enforceable against each Party and their respective permitted successors, assigns, transferees, and delegates. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 28 of 28 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 ATTACHMENT E HHS DATA USE AGREEMENT This Data Use Agreement("DUA"), effective as of the date the Base Contract into which it is incorporated is signed ("Effective Date"), is entered into by and between a Texas Health and Human Services Enterprise agency ("HHS"), and the Contractor identified in the Base Contract, a political subdivision of the State of Texas ("CONTRACTOR. ARTICLE 1. PURPOSE;APPLICABILITY;ORDER OF PRECEDENCE The purpose of this DUA is to facilitate creation, receipt, maintenance, use, disclosure or access to Confidential Information with CONTRACTOR, and describe CONTRACTOR's rights and obligations with respect to the Confidential Information.45 CFR 164.504(e)(1)-(3). This DUA also describes HHS's remedies in the event of CONTRACTOR's noncompliance with its obligations under this DUA. This DUA applies to both Business Associates and contractors who are not Business Associates who create, receive, maintain, use, disclose or have access to Confidential Information on behalf of HHS, its programs or clients as described in the Base Contract. As of the Effective Date of this DUA,if any provision of the Base Contract, including any General Provisions or Uniform Terms and Conditions,conflicts with this DUA,this DUA controls. ARTICLE 2. DEFINITIONS For the purposes of this DUA, capitalized, underlined terms have the meanings set forth in the following: Health Insurance Portability and Accountability Act of 1996,Public Law 104-191 (42 U.S.C. §1320d, et seq.) and regulations thereunder in 45 CFR Parts 160 and 164, including all amendments,regulations and guidance issued thereafter; The Social Security Act, including Section 1137 (42 U.S.C. §§ 1320b-7), Title XVI of the Act; The Privacy Act of 1974, as amended by the Computer Matching and Privacy Protection Act of 1988, 5 U.S.C. § 552a and regulations and guidance thereunder; Internal Revenue Code, Title 26 of the United States Code and regulations and publications adopted under that code, including IRS Publication 1075; OMB Memorandum 07-18; Texas Business and Commerce Code Ch. 521; Texas Government Code, Ch. 552, and Texas Government Code §2054.1125. In addition,the following terms in this DUA are defined as follows: "Authorized Purpose"means the specific purpose or purposes described in the Statement of Work of the Base Contract for CONTRACTOR to fulfill its obligations under the Base Contract, or any other purpose expressly authorized by HHS in writing in advance. "Authorized User"means a Person: (1) Who is authorized to create, receive, maintain, have access to, process, view, handle, examine, interpret, or analyze Confidential Information pursuant to this DUA; HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 1 of 15 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 (2) For whom CONTRACTOR warrants and represents has a demonstrable need to create, receive, maintain, use, disclose or have access to the Confidential Information; and (3) Who has agreed in writing to be bound by the disclosure and use limitations pertaining to the Confidential Information as required by this DUA. "Confidential Information" means any communication or record (whether oral, written, electronically stored or transmitted, or in any other form) provided to or made available to CONTRACTOR,or that CONTRACTOR may,for an Authorized Purpose,create,receive,maintain, use,disclose or have access to, that consists of or includes any or all of the following: (1) Client Information; (2) Protected Health Information in any form including without limitation, Electronic Protected Health Information or Unsecured Protected Health Information (herein "PHI"); (3) Sensitive Personal Information defined by Texas Business and Commerce Code Ch. 521; (4) Federal Tax Information; (5) Individually Identifiable Health Information as related to HIPAA, Texas HIPAA and Personal Identifying Information under the Texas Identity Theft Enforcement and Protection Act; (6) Social Security Administration Data, including, without limitation, Medicaid information; (7) All privileged work product; (8) All information designated as confidential under the constitution and laws of the State of Texas and of the United States, including the Texas Health & Safety Code and the Texas Public Information Act, Texas Government Code, Chapter 552. "Legally Authorized Representative"of the Individual, as defined by Texas law,including as provided in 45 CFR 435.923 (Medicaid); 45 CFR 164.502(g)(1) (HIPAA); Tex. Occ. Code § 151.002(6); Tex. H. & S. Code §166.164; and Estates Code Ch. 752. ARTICLE 3. CONTRACTOR'S DUTIES REGARDING CONFIDENTIAL INFORMATION 3.01 Obligations of CONTRACTOR CONTRACTOR agrees that: (A) CONTRACTOR will exercise reasonable care and no less than the same degree of care CONTRACTOR uses to protect its own confidential, proprietary and trade secret information to prevent any portion of the Confidential Information from being used in HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 2 of 15 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 a manner that is not expressly an Authorized Purpose under this DUA or as Required by Law. 45 CFR 164.502(b)(1);45 CFR 164.514(d) (B) Except as Required by L CONTRACTOR will not disclose or allow access to any portion of the Confidential Information to any Person or other entity, other than Authorized User's Workforce or Subcontractors (as defined in 45 C.F.R. 160.103) of CONTRACTOR who have completed training in confidentiality, privacy, security and the importance of promptly reporting any Event or Breach to CONTRACTOR's management,to carry out CONTRACTOR's obligations in connection with the Authorized Purpose. HHS, at its election, may assist CONTRACTOR in training and education on specific or unique HHS processes, systems and/or requirements. CONTRACTOR will produce evidence of completed training to HHS upon request. 45 C.F.R. 164.308(a)(5)(i); Texas Health & Safety Code§181.101 All of CONTRACTOR's Authorized Users, Workforce and Subcontractors with access to a state computer system or database will complete a cybersecurity training program certified under Texas Government Code Section 2054.519 by the Texas Department of Information Resources. (C) CONTRACTOR will establish, implement and maintain appropriate sanctions against any member of its Workforce or Subcontractor who fails to comply with this DUA, the Base Contract or applicable law. CONTRACTOR will maintain evidence of sanctions and produce it to HHS upon request.45 C.ER. 164.308(a)(1)(ii)(C); 164.530(e); 164.410(b);164.530(b)(1) (D) CONTRACTOR will not, except as otherwise permitted by this DUA, disclose or provide access to any Confidential Information on the basis that such act is Required by Law without notifying either HHS or CONTRACTOR's own legal counsel to determine whether CONTRACTOR should object to the disclosure or access and seek appropriate relief. CONTRACTOR will maintain an accounting of all such requests for disclosure and responses and provide such accounting to HHS within 48 hours of HHS' request. 45 CFR 164.504(e)(2)(ii)(A) (E) CONTRACTOR will not attempt to re-identify or further identify Confidential Information or De-identified Information,or attempt to contact any Individuals whose records are contained in the Confidential Information, except for an Authorized Purpose, without express written authorization from HHS or as expressly permitted by the Base Contract. 45 CFR 164.502(d)(2)(i) and (ii) CONTRACTOR will not engage in prohibited marketing or sale of Confidential Information. 45 CFR 164.501, 164.508(a)(3) and(4); Texas Health &Safety Code Ch. 181.002 (F) CONTRACTOR will not permit, or enter into any agreement with a Subcontractor to, create, receive, maintain, use, disclose, have access to or transmit Confidential Information to carry out CONTRACTOR's obligations in connection with the Authorized Purpose on behalf of CONTRACTOR, unless Subcontractor agrees to comply with all applicable laws, rules and regulations. 45 CFR 164.502(e)(1)(ii); 164.504(e)(1)(i) and(2). HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 3 of 15 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 (G) CONTRACTOR is directly responsible for compliance with,and enforcement of, all conditions for creation, maintenance, use, disclosure, transmission and Destruction of Confidential Information and the acts or omissions of Subcontractors as may be reasonably necessary to prevent unauthorized use. 45 CFR 164.504(e)(5);42 CFR 431.300, et seq. (H) If CONTRACTOR maintains PHI in a Designated Record Set which is Confidential Information and subject to this Agreement, CONTRACTOR will make PHI available to HHS in a Designated Record Set upon request.CONTRACTOR will provide PHI to an Individual, or Lally Authorized Representative of the Individual who is requesting PHI in compliance with the requirements of the HIPAA Privacy Regulations. CONTRACTOR will release PHI in accordance with the HIPAA Privacy Regulations upon receipt of a valid written authorization. CONTRACTOR will make other Confidential Information in CONTRACTOR's possession available pursuant to the requirements of HIPAA or other applicable law upon a determination of a Breach of Unsecured PHI as defined in HIPAA. CONTRACTOR will maintain an accounting of all such disclosures and provide it to HHS within 48 hours of HHS'request. 45 CFR 164.524and 164.504(e)(2)(ii)(E). (I) If PHI is subject to this Agreement, CONTRACTOR will make PHI as required by HIPAA available to HHS for review subsequent to CONTRACTOR's incorporation of any amendments requested pursuant to HIPAA. 45 CFR 164.504(e)(2)(ii)(E) and(F). Q) If PHI is subject to this Agreement,CONTRACTOR will document and make available to HHS the PHI required to provide access, an accounting of disclosures or amendment in compliance with the requirements of the HIPAA Privacy Regulations.45 CFR 164.504(e)(2)(ii)(G) and 164.528. (K) If CONTRACTOR receives a request for access, amendment or accounting of PHI from an individual with a right of access to information subject to this DUA,it will respond to such request in compliance with the HIPAA Privacy Regulations. CONTRACTOR will maintain an accounting of all responses to requests for access to or amendment of PHI and provide it to HHS within 48 hours of HHS' request. 45 CFR 164.504(e)(2). (L) CONTRACTOR will provide, and will cause its Subcontractors and agents to provide, to HHS periodic written certifications of compliance with controls and provisions relating to information privacy, security and breach notification, including without limitation information related to data transfers and the handling and disposal of Confidential Information. 45 CFR 164.308; 164.530(c); I TA 202. (M) Except as otherwise limited by this DUA, the Base Contract, or law applicable to the Confidential Information, CONTRACTOR may use PHI for the proper management and administration of CONTRACTOR or to carry out CONTRACTOR's legal responsibilities. Except as otherwise limited by this DUA, the Base Contract, or law applicable to the Confidential Information, CONTRACTOR may disclose PHI for the HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 4 of 15 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 proper management and administration of CONTRACTOR, or to carry out CONTRACTOR's legal responsibilities, if: 45 CFR 164.504(e)(4)(A). (1) Disclosure is Required by L provided that CONTRACTOR complies with Section 3.01(D); or (2) CONTRACTOR obtains reasonable assurances from the person or entity to which the information is disclosed that the person or entity will: (a)Maintain the confidentiality of the Confidential Information in accordance with this DUA; (b) Use or further disclose the information only as Required by Law or for the Authorized Purpose for which it was disclosed to the Person; and (c)Notify CONTRACTOR in accordance with Section 4.01 of any Event or Breach of Confidential Information of which the Person discovers or should have discovered with the exercise of reasonable diligence. 45 CFR I64.504(e)(4)(ii)(B). (N) Except as otherwise limited by this DUA, CONTRACTOR will, if required by law and requested by HHS,use commercially reasonable efforts to use PHI to provide data aggregation services to HHS, as that term is defined in the HIPAA, 45 C.F.R. §164.501 and permitted by HIPAA. 45 CFR 164.504(e)(2)(i)(B) (0) CONTRACTOR will, on the termination or expiration of this DUA or the Base Contract, at its expense, send to HHS or Destroy, at HHS's election and to the extent reasonably feasible and permissible by law, all Confidential Information received from HHS or created or maintained by CONTRACTOR or any of CONTRACTOR's agents or Subcontractors on HHS's behalf if that data contains Confidential Information. CONTRACTOR will certify in writing to HHS that all the Confidential Information that has been created, received, maintained, used by or disclosed to CONTRACTOR, has been Destro e or sent to HHS, and that CONTRACTOR and its agents and Subcontractors have retained no copies thereof. Notwithstanding the foregoing, HHS acknowledges and agrees that CONTRACTOR is not obligated to send to HHSC and/or Destroy any Confidential Information if federal law, state law, the Texas State Library and Archives Commission records retention schedule, and/or a litigation hold notice prohibit such delivery or Destruction. If such delivery or Destruction is not reasonably feasible,or is impermissible by law, CONTRACTOR will immediately notify HHS of the reasons such delivery or Destruction is not feasible, and agree to extend indefinitely the protections of this DUA to the Confidential Information and limit its further uses and disclosures to the purposes that make the return delivery or Destruction of the Confidential Information not feasible for as long as CONTRACTOR maintains such Confidential Information. 45 CFR 164.504(e)(2)(ii)(J) (P) CONTRACTOR will create, maintain, use, disclose, transmit or Destroy Confidential Information in a secure fashion that protects against any reasonably anticipated HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 5 of 15 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 threats or hazards to the security or integrity of such information or unauthorized uses. 45 CFR 164.306;164.530(c) (Q) If CONTRACTOR accesses,transmits, stores, and/or maintains Confidential Information, CONTRACTOR will complete and return to HHS at infosecurity@hhsc.state.tx.us the HHS information security and privacy initial inquiry (SPI) at Attachment 1 . The SPI identifies basic privacy and security controls with which CONTRACTOR must comply to protect HHS Confidential Information. CONTRACTOR will comply with periodic security controls compliance assessment and monitoring by HHS as required by state and federal law, based on the type of Confidential Information CONTRACTOR creates, receives, maintains, uses, discloses or has access to and the Authorized Purpose and level of risk. CONTRACTOR's security controls will be based on the National Institute of Standards and Technology (MIST) Special Publication 800-53. CONTRACTOR will update its security controls assessment whenever there are significant changes in security controls for HHS Confidential Information and will provide the updated document to HHS. HHS also reserves the right to request updates as needed to satisfy state and federal monitoring requirements. 45 CFR 164.306. (R) CONTRACTOR will establish, implement and maintain reasonable procedural, administrative, physical and technical safeguards to preserve and maintain the confidentiality,integrity, and availability of the Confidential Information, and with respect to PHI, as described in the HIPAA Privacy and Security Regulations, or other applicable laws or regulations relating to Confidential Information, to prevent any unauthorized use or disclosure of Confidential Information as long as CONTRACTOR has such Confidential Information in its actual or constructive possession. 45 CFR 164.308 (administrative safeguards); 164.310 (physical safeguards); 164.312 (technical safeguards); 164.530(c)(privacy safeguards). (S) CONTRACTOR will designate and identify, a Person or Persons, as Privacy Official 45 CFR 164.530(a)(1)and Information Security Official,each of whom is authorized to act on behalf of CONTRACTOR and is responsible for the development and implementation of the privacy and security requirements in this DUA. CONTRACTOR will provide name and current address, phone number and e-mail address for such designated officials to HHS upon execution of this DUA and prior to any change. If such persons fail to develop and implement the requirements of the DUA, CONTRACTOR will replace them upon HHS request. 45 CFR 164.308(a)(2). (T) CONTRACTOR represents and warrants that its Authorized Users each have a demonstrated need to know and have access to Confidential Information solely to the minimum extent necessary to accomplish the Authorized Purpose pursuant to this DUA and the Base Contract, and further,that each has agreed in writing to be bound by the disclosure and use limitations pertaining to the Confidential Information contained in this DUA. 45 CFR 164.502;164.514(d). (U) CONTRACTOR and its Subcontractors will maintain an updated, complete, accurate and numbered list of Authorized Users, their signatures, titles and the date they HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 6 of 15 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 agreed to be bound by the terms of this DUA, at all times and supply it to HHS, as directed, upon request. (V) CONTRACTOR will implement, update as necessary, and document reasonable and appropriate policies and procedures for privacy, security and Breach of Confidential Information and an incident response plan for an Event or Breach, to comply with the privacy, security and breach notice requirements of this DUA prior to conducting work under the Statement of Work. 45 CFR 164.308; 164.316;164.514(d);164.530(i)(1). (W) CONTRACTOR will produce copies of its information security and privacy policies and procedures and records relating to the use or disclosure of Confidential Information received from, created by, or received,used or disclosed by CONTRACTOR for an Authorized Purpose for HHS's review and approval within 30 days of execution of this DUA and upon request by HHS the following business day or other agreed upon time frame. 45 CFR 164.308;164.514(d). (X) CONTRACTOR will make available to HHS any information HHS requires to fulfill HHS's obligations to provide access to, or copies of,PHI in accordance with HIPAA and other applicable laws and regulations relating to Confidential Information. CONTRACTOR will provide such information in a time and manner reasonably agreed upon or as designated by the Secretary of the U.S. Department of Health and Human Services, or other federal or state law. 45 CFR 164.504(e)(2)(i)(I). (Y) CONTRACTOR will only conduct secure transmissions of Confidential Information whether in paper, oral or electronic form, in accordance with applicable rules, regulations and laws.A secure transmission of electronic Confidential Information in motion includes, but is not limited to, Secure File Transfer Protocol (SFTP) or Encryption at an appropriate level. If required by rule,regulation or law,HHS Confidential Information at rest requires Encryption unless there is other adequate administrative, technical, and physical security.All electronic data transfer and communications of Confidential Information will be through secure systems. Proof of system,media or device security and/or Encryption must be produced to HHS no later than 48 hours after HHS's written request in response to a compliance investigation,audit or the Discovery of an Event or Breach. Otherwise,requested production of such proof will be made as agreed upon by the parties.De-identification of HHS Confidential Information is a means of security. With respect to de-identification of PHI, "secure" means de-identified according to HIPAA Privacy standards and regulatory guidance. 45 CFR 164.312;164.530(d). (Z) For each type of Confidential Information CONTRACTOR creates,receives, maintains,uses, discloses,has access to or transmits in the performance of the Statement of Work, CONTRACTOR will comply with the following laws rules and regulations, only to the extent applicable and required by law: • Title 1, Part 10, Chapter 202, Subchapter B, Texas Administrative Code; • The Privacy Act of 1974; HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 7 of 15 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 • OMB Memorandum 07-16; • The Federal Information Security Management Act of 2002 (FISMA); • The Health Insurance Portability and Accountability Act of 1996 (HIPAA) as defined in the DUA; • Internal Revenue Publication 1075 — Tax Information Security Guidelines for Federal, State and Local Agencies; • National Institute of Standards and Technology (NIST) Special Publication 800-66 Revision 1 —An Introductory Resource Guide for Implementing the Health Insurance Portability and Accountability Act (HIPAA) Security Rule; • NIST Special Publications 800-53 and 800-53A —Recommended Security Controls for Federal Information Systems and Organizations, as currently revised; • NIST Special Publication 800-47 — Security Guide for Interconnecting Information Technology Systems; • NIST Special Publication 800-88, Guidelines for Media Sanitization; • NIST Special Publication 800-111, Guide to Storage of Encryption Technologies for End User Devices containing PHI; and Any other State or Federal law,regulation, or administrative rule relating to the specific HHS program area that CONTRACTOR supports on behalf of HHS. (AA) Notwithstanding anything to the contrary herein, CONTRACTOR will treat any Personal Identifying Information it creates,receives,maintains,uses,transmits,destroys and/or discloses in accordance with Texas Business and Commerce Code, Chapter 521 and other applicable regulatory standards identified in Section 3.01(Z), and Individually Identifiable Health Information CONTRACTOR creates, receives, maintains, uses, transmits, destroys and/or discloses in accordance with HIPAA and other applicable regulatory standards identified in Section 3.01(Z). ARTICLE 4. BREACH NOTICE,REPORTING AND CORRECTION REQUIREMENTS 4.01 Breach or Event Notification to HHS. 45 CFR 164.400-414. (A) CONTRACTOR will cooperate fully with HHS in investigating,mitigating to the extent practicable and issuing notifications directed by HHS, for any Event or Breach of Confidential Information to the extent and in the manner determined by HHS. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 8 of 15 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 (B) CONTRACTOR'S obligation begins at the Discovery of an Event or Breach and continues as long as related activity continues,until all effects of the Event are mitigated to HHS's reasonable satisfaction(the "incident response period"). 45 CFR 164.404. (C) Breach Notice: (1) Initial Notice. (a) For federal information, including without limitation, Federal Tax Information, Social Security Administration Data, and Medicaid Client Information, within the first, consecutive clock hour of Discovery, and for all other types of Confidential Information not more than 24 hours after Discovery,or in a timeframe otherwise approved by HHS in writing,initially report to HHS's Privacy and Security Officers via email at: privacy@HHSC.state.tx.us and to the HHS division responsible for this DUA; and IRS Publication 1075; Privacy Act of 1974, as amended by the Computer Matching and Privacy Protection Act of 1988, 5 U.S.C. § 552a; OMB Memorandum 07-16 as cited in HHSC-CMS Contracts for information exchange. (b) Report all information reasonably available to CONTRACTOR about the Event or Breach of the privacy or security of Confidential Information. 45 CFR 164.410. (c) Name, and provide contact information to HHS for, CONTRACTOR's single point of contact who will communicate with HHS both on and off business hours during the incident response period. (2) Formal Notice.No later than two business days after the Initial Notice above, provide formal notification to privacy@HHSC.state.tx.us and to the HHS division responsible for this DUA, including all reasonably available information about the Event or Breach, and CONTRACTOR's investigation, including without limitation and to the extent available:For(a) - (m)below:45 CFR 164.400-414. (a) The date the Event or Breach occurred; (b) The date of CONTRACTOR's and, if applicable, Subcontractor's Discovery; (c) A brief description of the Event or Breach; including how it occurred and who is responsible(or hypotheses,if not yet determined); (d) A brief description of CONTRACTOR's investigation and the status of the investigation; (e) A description of the types and amount of Confidential Information involved; HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 9 of 15 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 (f) Identification of and number of all Individuals reasonably believed to be affected,including first and last name of the Individual and if applicable the, Legally Authorized Representative, last known address, age,telephone number, and email address if it is a preferred contact method, to the extent known or can be reasonably determined by CONTRACTOR at that time; (g) CONTRACTOR's initial risk assessment of the Event or Breach demonstrating whether individual or other notices are required by applicable law or this DUA for HHS approval, including an analysis of whether there is a low probability of compromise of the Confidential Information or whether any legal exceptions to notification apply; (h) CONTRACTOR's recommendation for HHS's approval as to the steps Individuals and/or CONTRACTOR on behalf of Individuals, should take to protect the Individuals from potential harm,including without limitation CONTRACTOR's provision of notifications, credit protection, claims monitoring, and any specific protections for a Lally Authorized Representative to take on behalf of an Individual with special capacity or circumstances; (i) The steps CONTRACTOR has taken to mitigate the harm or potential harm caused (including without limitation the provision of sufficient resources to mitigate); 0) The steps CONTRACTOR has taken, or will take, to prevent or reduce the likelihood of recurrence of a similar Event or Breach; (k) Identify, describe or estimate the Persons, Workforce, Subcontractor, or Individuals and any law enforcement that may be involved in the Event or Breach; (1) A reasonable schedule for CONTRACTOR to provide regular updates during normal business hours to the foregoing in the future for response to the Event or Breach, but no less than every three (3) business days or as otherwise directed by HHS, including information about risk estimations,reporting,notification,if any,mitigation,corrective action,root cause analysis and when such activities are expected to be completed; and (m) Any reasonably available,pertinent information,documents or reports related to an Event or Breach that HHS requests following Discovery. 4.02 Investigation,Response and Mitigation.45 CFR 164.308,310 and 312; 164.530 (A) CONTRACTOR will immediately conduct a full and complete investigation, respond to the Event or Breach, commit necessary and appropriate staff and resources to HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 10 of 15 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 expeditiously respond, and report as required to and by HHS for incident response purposes and for purposes of HHS's compliance with report and notification requirements, to the reasonable satisfaction of HHS. (B) CONTRACTOR will complete or participate in a risk assessment as directed by HHS following an Event or Breach, and provide the final assessment, corrective actions and mitigations to HHS for review and approval. (C) CONTRACTOR will fully cooperate with HHS to respond to inquiries and/or proceedings by state and federal authorities, Persons and/or Individuals about the Event or Breach. (D) CONTRACTOR will fully cooperate with HHS's efforts to seek appropriate injunctive relief or otherwise prevent or curtail such Event or Breach, or to recover or protect any Confidential Information, including complying with reasonable corrective action or measures,as specified by HHS in a Corrective Action Plan if directed by HHS under the Base Contract. 4.03 Breach Notification to Individuals and Reporting to Authorities. Tex. Bus. & Comm. Code §521.053; 45 CFR 164.404 (Individuals), 164.406 (Media); 164.408 (Authorities) (A) HHS may direct CONTRACTOR to provide Breach notification to Individuals,regulators or third-parties, as specified by HHS following a Breach. (B) CONTRACTOR shall give HHS an opportunity to review and provide feedback to CONTRACTOR and to confirm that CONTRACTOR's notice meets all regulatory requirements regarding the time, manner and content of any notification to Individuals, regulators or third-parties, or any notice required by other state or federal authorities, including without limitation, notifications required by Texas Business and Commerce Code, Chapter 521.053(b) and HIPAA. HHS shall have ten (10)business days to provide said feedback to CONTRACTOR. Notice letters will be in CONTRACTOR's name and on CONTRACTOR's letterhead, unless otherwise directed by HHS, and will contain contact information, including the name and title of CONTRACTOR's representative, an email address and a toll-free telephone number, if required by applicable law, rule, or regulation, for the Individual to obtain additional information. (C) CONTRACTOR will provide HHS with copies of distributed and approved communications. (D) CONTRACTOR will have the burden of demonstrating to the reasonable satisfaction of HHS that any notification required by HHS was timely made.If there are delays outside of CONTRACTOR's control,CONTRACTOR will provide written documentation of the reasons for the delay. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 11 of 15 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 (E) If HHS delegates notice requirements to CONTRACTOR, HHS shall, in the time and manner reasonably requested by CONTRACTOR, cooperate and assist with CONTRACTOR's information requests in order to make such notifications and reports. ARTICLE 5. STATEMENT OF WORK "Statement of Work" means the services and deliverables to be performed or provided by CONTRACTOR, or on behalf of CONTRACTOR by its Subcontractors or agents for HHS that are described in detail in the Base Contract. The Statement of Work, including any future amendments thereto,is incorporated by reference in this DUA as if set out word-for-word herein. ARTICLE 6. GENERAL PROVISIONS 6.01 Oversight of Confidential Information CONTRACTOR acknowledges and agrees that HHS is entitled to oversee and monitor CONTRACTOR's access to and creation,receipt,maintenance,use, disclosure of the Confidential Information to confirm that CONTRACTOR is in compliance with this DUA. 6.02 HHS Commitment and Obligations HHS will not request CONTRACTOR to create, maintain,transmit,use or disclose PHI in any manner that would not be permissible under applicable law if done by HHS. 6.03 HHS Right to Inspection At any time upon reasonable notice to CONTRACTOR, or if HHS determines that CONTRACTOR has violated this DUA, HHS, directly or through its agent, will have the right to inspect the facilities, systems,books and records of CONTRACTOR to monitor compliance with this DUA.For purposes of this subsection,HHS's agent(s)include,without limitation,the HHS Office of the Inspector General or the Office of the Attorney General of Texas, outside consultants or legal counsel or other designee. 6.04 Term; Termination of DUA; Survival This DUA will be effective on the date on which CONTRACTOR executes the DUA, and will terminate upon termination of the Base Contract and as set forth herein. If the Base Contract is extended or amended, this DUA shall be extended or amended concurrent with such extension or amendment. (A) HHS may immediately terminate this DUA and Base Contract upon a material violation of this DUA. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 12 of 15 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 (B) Termination or Expiration of this DUA will not relieve CONTRACTOR of its obligation to return or Destroy the Confidential Information as set forth in this DUA and to continue to safeguard the Confidential Information until such time as determined by HHS. (C) If HHS determines that CONTRACTOR has violated a material term of this DUA; HHS may in its sole discretion: (1) Exercise any of its rights including but not limited to reports, access and inspection under this DUA and/or the Base Contract; or (2) Require CONTRACTOR to submit to a Corrective Action Plan, including a plan for monitoring and plan for reporting, as HHS may determine necessary to maintain compliance with this DUA; or (3) Provide CONTRACTOR with a reasonable period to cure the violation as determined by HHS; or (4) Terminate the DUA and Base Contract immediately, and seek relief in a court of competent jurisdiction in Texas. Before exercising any of these options, HHS will provide written notice to CONTRACTOR describing the violation,the requested corrective action CONTRACTOR may take to cure the alleged violation, and the action HHS intends to take if the alleged violated is not timely cured by CONTRACTOR. (D) If neither termination nor cure is feasible,HHS shall report the violation to the Secretary of the U.S.Department of Health and Human Services. (E) The duties of CONTRACTOR or its Subcontractor under this DUA survive the expiration or termination of this DUA until all the Confidential Information is Destro e or returned to HHS,as required by this DUA. 6.05 Governing Law,Venue and Litigation (A) The validity,construction and performance of this DUA and the legal relations among the Parties to this DUA will be governed by and construed in accordance with the laws of the State of Texas. (B) The Parties agree that the courts of Texas,will be the exclusive venue for any litigation, special proceeding or other proceeding as between the parties that may be brought, or arise out of, or in connection with, or by reason of this DUA. 6.06 Injunctive Relief (A) CONTRACTOR acknowledges and agrees that HHS may suffer irreparable injury if CONTRACTOR or its Subcontractor fails to comply with any of the terms of this HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 13 of 15 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 DUA with respect to the Confidential Information or a provision of HIPAA or other laws or regulations applicable to Confidential Information. (B) CONTRACTOR further agrees that monetary damages may be inadequate to compensate HHS for CONTRACTOR's or its Subcontractor's failure to comply.Accordingly, CONTRACTOR agrees that HHS will,in addition to any other remedies available to it at law or in equity, be entitled to seek injunctive relief without posting a bond and without the necessity of demonstrating actual damages,to enforce the terms of this DUA. 6.07 Responsibility. To the extent permitted by the Texas Constitution, laws and rules, and without waiving any immunities or defenses available to CONTRACTOR as a governmental entity, CONTRACTOR shall be solely responsible for its own acts and omissions and the acts and omissions of its employees, directors, officers, Subcontractors and agents. HHS shall be solely responsible for its own acts and omissions. 6.08 Insurance (A) As a governmental entity, and in accordance with the limits of the Texas Tort Claims Act, Chapter 101 of the Texas Civil Practice and Remedies Code, CONTRACTOR either maintains commercial insurance or self-insures with policy limits in an amount sufficient to cover CONTRACTOR's liability arising under this DUA. CONTRACTOR will request that HHS be named as an additional insured. HHSC reserves the right to consider alternative means for CONTRACTOR to satisfy CONTRACTOR's financial responsibility under this DUA.Nothing herein shall relieve CONTRACTOR of its financial obligations set forth in this DUA if CONTRACTOR fails to maintain insurance. (B) CONTRACTOR will provide HHS with written proof that required insurance coverage is in effect, at the request of HHS. 6.08 Fees and Costs Except as otherwise specified in this DUA or the Base Contract, if any legal action or other proceeding is brought for the enforcement of this DUA, or because of an alleged dispute, contract violation, Event, Breach, default, misrepresentation, or injunctive action, in connection with any of the provisions of this DUA, each parry will bear their own legal expenses and the other cost incurred in that action or proceeding. 6.09 Entirety of the Contract This DUA is incorporated by reference into the Base Contract as an amendment thereto and, together with the Base Contract, constitutes the entire agreement between the parties. No change, waiver, or discharge of obligations arising under those documents will be valid unless in writing and executed by the parry against whom such change, waiver, or discharge is sought to be enforced. If any provision of the Base Contract, including any General Provisions or Uniform Terms and Conditions, conflicts with this DUA,this DUA controls. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 14 of 15 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 6.10 Automatic Amendment and Interpretation If there is (i) a change in any law, regulation or rule, state or federal, applicable to HIPPA and/or Confidential Information, or (ii) any change in the judicial or administrative interpretation of any such law,regulation or rule„ upon the effective date of such change,this DUA shall be deemed to have been automatically amended, interpreted and read so that the obligations imposed on HHS and/or CONTRACTOR remain in compliance with such changes.Any ambiguity in this DUA will be resolved in favor of a meaning that permits HHS and CONTRACTOR to comply with HIPAA or any other law applicable to Confidential Information. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 15 of 15 DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 TEXAS Texas HHS System - Data Use Agreement -Attachment 2 Health and Human SECURITY AND PRIVACY INQUIRY(SPI) Services If you are a bidder for a new procurement/contract, in order to participate in the bidding process,you must have corrected any"No" responses(except Aga)prior to the contract award date. If you are an applicant for an open enrollment,you must have corrected any"No"answers(except Aga and A11) prior to performing any work on behalf of any Texas HHS agency. For any questions answered "No" (except Aga and A11),an Action Plan for Compliance with a Timeline must be documented in the designated area below the question.The timeline for compliance with HIPAA-related requirements for safeguarding Protected Health Information is 30 calendar days from the date this form is signed. Compliance with requirements related to other types of Confidential Information must be confirmed within 90 calendar days from the date the form is signed. SECTION A: APPLICANT/BIDDER INFORMATION (To be completed by Applicant/Bidder) 1. Does the applicant/bidder access, create, disclose, receive, transmit, maintain, or store Texas Q Yes HHS Confidential Information in electronic systems (e.g., laptop, personal use computer, 0 No mobile device, database, server, etc.)? IF NO, STOP. THE SPI FORM IS NOT REQUIRED. 2. Entity or Applicant/Bidder Legal Name Legal Name: Corpus Christi-Nueces County Public Health Dd Legal Entity Tax Identification Number (TIN) (Last Four Numbers Only): 574 Procure ment/Contract#: Address: 1702 Horne Rd City: Corpus Christi State:Texas ZIp: 78414 Telephone #: (361)826-7200 Email Address: 3. Number of Employees, at all locations, in Total Employees: 70 Applicant/Bidder's Workforce "Workforce"means all employees,volunteers,trainees,and other Persons whose conduct is under the direct control of Applicant/Bidder,whether or not they are paid by Applicant/ Bidder. If Applicant/Bidder is a sole proprietor,the workforce may be only one employee. 4. Number of Subcontractors Total Subcontractors: 0 (if Applicant/Bidder will not use subcontractors,enter"0") S. Name of Information Technology Security Official A. Security Official: and Name of Privacy Official for Applicant/Bidder Legal Name: Jesus Hernandez (Privacy and Security Official may be the same person.) Address: 1201 Leopard St City: Corpus Christi State: TX ZIP: 78401 Telephone #: (361)826-3748 Email Address: jesush6@cctexas B. Privacy Official: Legal Name: Jesus Hernandez Address: 1201 Leopard St City: Corpus Christi State: TX ZIP: 78401 Telephone #: (361)826-3748 Email Address: jesush6@cctexas SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 1 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 6. Type(s)of Texas HHS Confidential Information the HIPAA CJIS IRS FTI CMS SSA PH Applicant/Bidder will create, receive, maintain, use, �✓ ❑ ❑ ❑ ❑ �✓ disclose or have access to: (Check all that apply) Other (Please List) •Health Insurance Portability and Accountability Act(HIPAA)data •Criminal Justice Information Services(CIIS)data •Internal Revenue Service Federal Tax Information(IRS FTI)data •Centers for Medicare&Medicaid Services(CMS) •Social Security Administration(SSA) •Personally Identifiable Information(PII) 7. Number of Storage Devices for Texas HHS Confidential Information (as defined in the Total # Texas HHS System Data Use Agreement (DUA)) (Sum a-d) Cloud Services involve using a network of remote servers hosted on the Internet to store, 2 manage, and process data, rather than a local server or a personal computer. A Data Center is a centralized repository, either physical or virtual,for the storage, management, and dissemination of data and information organized around a particular body of knowledge or pertaining to a particular business. a. Devices. Number of personal user computers, devices or drives, including mobile 0 devices and mobile drives. b. Servers. Number of Servers that are not in a data center or using Cloud Services. 0 c. Cloud Services. Number of Cloud Services in use. 0 d. Data Centers. Number of Data Centers in use. 2 8. Number of unduplicated individuals for whom Applicant/Bidder reasonably expects to Select Option handle Texas HHS Confidential Information during one year: (a-d) a. 499 individuals or less 0 a. b. 500 to 999 individuals 0 b. c. 1,000 to 99,999 individuals 0 C. d. 100,000 individuals or more 0 d. 9. HIPAA Business Associate Agreement a. Will Applicant/Bidder use, disclose, create, receive, transmit or maintain protected 0 Yes health information on behalf of a HIPAA-covered Texas HHS agency for a HIPAA- 0 No covered function? b. Does Applicant/Bidder have a Privacy Notice prominently displayed on a Webpage or a 0 Yes Public Office of Applicant/Bidder's business open to or that serves the public? (This is a 0 No HIPAA requirement. Answer "N/A" if not applicable, such as for agencies not covered 0 N/A by HIPAA.) Action Plan for Compliance with a Timeline: Compliance Date: 10. Subcontractors. If the Applicant/Bidder responded "0" to Question 4 (indicating no subcontractors), check"N/A" for both 'a.' and 'b.' a. Does Applicant/Bidder require subcontractors to execute the DUA Attachment 1 0 Yes Subcontractor Agreement Form? 0 No 0 N/A Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 2 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 b. Will Applicant/Bidder agree to require subcontractors who will access Confidential Q Yes Information to comply with the terms of the DUA, not disclose any Confidential 0 No Information to them until they have agreed in writing to the same safeguards and to Q N/A discontinue their access to the Confidential Information if they fail to comply? Action Plan for Compliance with a Timeline: Compliance Date: 11. Does Applicant/Bidder have any Optional Insurance currently in place? 0 Yes Optional Insurance provides coverage for: (1) Network Security and Privacy;(2)Data Breach;(3)Cyber Q No Liability(lost data,lost use or delay/suspension in business,denial of service with e-business,the Internet, networks and informational assets,such as privacy,intellectual property,virus transmission,extortion, Q N/A sabotage or web activities); (4) Electronic Media Liability; (5)Crime/Theft; (6)Advertising Injury and Personal Injury Liability;and(7)Crisis Management and Notification Expense Coverage. SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 3 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 SECTION B: PRIVACY RISK ANALYSIS AND ASSESSMENT(To be completed by Applicant/Bidder) For any questions answered "No," an Action Plan for Compliance with a Timeline must be documented in the designated area below the question. The timeline for compliance with HIPAA-related requirements for safeguarding Protected Health Information is 30 calendar days from the date this form is signed. Compliance with requirements related to other types of Confidential Information must be confirmed within 90 calendar days from the date the form is signed. 1. Written Policies & Procedures. Does Applicant/Bidder have current written privacy and Yes or No security policies and procedures that, at a minimum: a. Does Applicant/Bidder have current written privacy and security policies and 0 Yes procedures that identify Authorized Users and Authorized Purposes (as defined in the 0 No DUA) relating to creation, receipt, maintenance, use, disclosure, access or transmission of Texas HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: b. Does Applicant/Bidder have current written privacy and security policies and 0 Yes procedures that require Applicant/Bidder and its Workforce to comply with the applicable provisions of HIPAA and other laws referenced in the DUA, relating 0 No to creation, receipt, maintenance, use, disclosure, access or transmission of Texas HHS Confidential Information on behalf of a Texas HHS agency? Action Plan for Compliance with a Timeline: Compliance Date: c. Does Applicant/Bidder have current written privacy and security policies and procedures 0 Yes that limit use or disclosure of Texas HHS Confidential Information to the minimum that is 0 No necessary to fulfill the Authorized Purposes? Action Plan for Compliance with a Timeline: Compliance Date: d. Does Applicant/Bidder have current written privacy and security policies and procedures 0 Yes that respond to an actual or suspected breach of Texas HHS Confidential Information, to include at a minimum (if any responses are "No" check "No" for all three): 0 No i. Immediate breach notification to the Texas HHS agency, regulatory authorities, and other required Individuals or Authorities, in accordance with Article 4 of the DUA; ii. Following a documented breach response plan, in accordance with the DUA and applicable law; & iii. Notifying Individuals and Reporting Authorities whose Texas HHS Confidential Information has been breached, as directed by the Texas HHS agency? SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 4 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 Action Plan for Compliance with a Timeline: Compliance Date: e. Does Applicant/Bidder have current written privacy and security policies and procedures 0 Yes that conduct annual workforce training and monitoring for and correction of any training delinquencies? No Action Plan for Compliance with a Timeline: Compliance Date: f. Does Applicant/Bidder have current written privacy and security policies and 0 Yes procedures that permit or deny individual rights of access, and amendment or correction, when appropriate? Q No Action Plan for Compliance with a Timeline: Compliance Date: g. Does Applicant/Bidder have current written privacy and security policies and procedures Q Yes that permit only Authorized Users with up-to-date privacy and security training, and O No with a reasonable and demonstrable need to use, disclose, create, receive, maintain, access or transmit the Texas HHS Confidential Information, to carry out an obligation under the DUA for an Authorized Purpose, unless otherwise approved in writing by a Texas HHS agency? Action Plan for Compliance with a Timeline: Compliance Date: h. Does Applicant/Bidder have current written privacy and security policies and procedures 0 Yes that establish, implement and maintain proof of appropriate sanctions against any O No Workforce or Subcontractors who fail to comply with an Authorized Purpose or who is not an Authorized User, and used or disclosed Texas HHS Confidential Information in violation of the DUA, the Base Contract or applicable law? Action Plan for Compliance with a Timeline: Compliance Date: i. Does Applicant/Bidder have current written privacy and security policies and E) Yes procedures that require updates to policies, procedures and plans following major changes with use or disclosure of Texas HHS Confidential Information within 60 No days of identification of a need for update? Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page S of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 j. Does Applicant/Bidder have current written privacy and security policies and Yes procedures that restrict permissions or attempts to re-identify or further identify 0 No de-identified Texas HHS Confidential Information, or attempt to contact any Individuals whose records are contained in the Texas HHS Confidential Information, except for an Authorized Purpose, without express written authorization from a Texas HHS agency or as expressly permitted by the Base Contract? Action Plan for Compliance with a Timeline: Compliance Date: k. If Applicant/Bidder intends to use, disclose, create, maintain, store or transmit Texas HHS 0 Yes Confidential Information outside of the United States, will Applicant/Bidder obtain the 0 No express prior written permission from the Texas HHS agency and comply with the Texas HHS agency conditions for safeguarding offshore Texas HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: I. Does Applicant/Bidder have current written privacy and security policies and procedures 0 Yes that require cooperation with Texas HHS agencies' or federal regulatory inspections, 0 No audits or investigations related to compliance with the DUA or applicable law? Action Plan for Compliance with a Timeline: Compliance Date: m. Does Applicant/Bidder have current written privacy and security policies and 0 Yes procedures that require appropriate standards and methods to destroy or dispose of 0 No Texas HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: n. Does Applicant/Bidder have current written privacy and security policies and procedures 0 Yes that prohibit disclosure of Applicant/Bidder's work product done on behalf of Texas HHS 0 No pursuant to the DUA, or to publish Texas HHS Confidential Information without express prior approval of the Texas HHS agency? Action Plan for Compliance with a Timeline: Compliance Date: 2. Does Applicant/Bidder have a current Workforce training program? 0 Yes Training of Workforce must occur at least once every year,and within 30 days of date of hiring a new 0 No Workforce member who will handle Texas HHS Confidential Information.Training must include:(1)privacy and security policies,procedures,plans and applicable requirements for handling Texas HHS Confidential Information, (2)a requirement to complete training before access is given to Texas HHS Confidential Information,and(3)written proof of training and a procedure for monitoring timely completion of training. SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 6 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 Action Plan for Compliance with a Timeline: Compliance Date: 3. Does Applicant/Bidder have Privacy Safeguards to protect Texas HHS Confidential Q Yes Information in oral, paper and/or electronic form? 0 No "Privacy Safeguards" means protection of Texas HHS Confidential Information by establishing, implementing and maintaining required Administrative, Physical and Technical policies,procedures, processes and controls, required by the DUA, HIPAA(45 CFR 164.530),Social Security Administration, Medicaid and laws,rules or regulations, as applicable.Administrative safeguards include administrative protections, policies and procedures for matters such as training, provision of access,termination,and review of safeguards, incident management,disaster recovery plans,and contract provisions.Technical safeguards include technical protections,policies and procedures,such as passwords, logging,emergencies, how paper is faxed or mailed, and electronic protections such as encryption of data. Physical safeguards include physical protections, policies and procedures,such as locks,keys, physical access, physical storage and trash. Action Plan for Compliance with a Timeline: Compliance Date: 4. Does Applicant/Bidder and all subcontractors (if applicable) maintain a current list of Q Yes Authorized Users who have access to Texas HHS Confidential Information, whether oral, 0 No written or electronic? Action Plan for Compliance with a Timeline: Compliance Date: S. Does Applicant/Bidder and all subcontractors (if applicable) monitor for and remove 0 Yes terminated employees or those no longer authorized to handle Texas HHS 0 No Confidential Information from the list of Authorized Users? Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 7 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 r ARAUYSIS AnD1 • be completed by Applicant/Bidder) This section is about your electronic system. If your business DOES NOT store, access, or No Electronic transmit Texas HHS Confidential Information in electronic systems (e.g., laptop, personal Systems use computer, mobile device, database, server, etc.) select the box to the right, and ❑ "YES" will be entered for all questions in this section. For any questions answered "No," an Action Plan for Compliance with a Timeline must be documented in the designated area below the question. The timeline for compliance with HIPAA-related items is 30 calendar days, PII-related items is 90 calendar days. 1. Does the Applicant/Bidder ensure that services which access, create, disclose, receive, Yes transmit, maintain, or store Texas HHS Confidential Information are maintained IN the O No United States (no offshoring) unless ALL of the following requirements are met? a. The data is encrypted with FIPS 140-2 validated encryption b. The offshore provider does not have access to the encryption keys c. The Applicant/Bidder maintains the encryption key within the United States d. The Application/Bidder has obtained the express prior written permission of the Texas HHS agency For more information regarding FIPS 140-2 encryption products,please refer to: http://csrc.nist.gov/puhl ications/fips Action Plan for Compliance with a Timeline: Compliance Date: 2. Does Applicant/Bidder utilize an IT security-knowledgeable person or company to maintain 0 Yes or oversee the configurations of Applicant/Bidder's computing systems and devices? 0 No Action Plan for Compliance with a Timeline: Compliance Date: 3. Does Applicant/Bidder monitor and manage access to Texas HHS Confidential Information 0 Yes (e.g., a formal process exists for granting access and validating the need for users to access 0 No Texas HHS Confidential Information, and access is limited to Authorized Users)? Action Plan for Compliance with a Timeline: Compliance Date: 4. Does Applicant/Bidder a) have a system for changing default passwords, b) require user DYes password changes at least every 90 calendar days, and c) prohibit the creation of weak 0 No passwords (e.g., require a minimum of 8 characters with a combination of uppercase, lowercase, special characters, and numerals, where possible) for all computer systems that access or store Texas HHS Confidential Information. If yes, upon request must provide evidence such as a screen shot or a system report. Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 8 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 5. Does each member of Applicant/Bidder's Workforce who will use, disclose, create, receive, 0 Yes transmit or maintain Texas HHS Confidential Information have a unique user name 0 No (account) and private password? Action Plan for Compliance with a Timeline: Compliance Date: 6. Does Applicant/Bidder lock the password after a certain number of failed attempts and 0 Yes after 15 minutes of user inactivity in all computing devices that access or store Texas O No HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: 7. Does Applicant/Bidder secure, manage and encrypt remote access (including wireless 0 Yes access) to computer systems containing Texas HHS Confidential Information? (e.g., a formal 0 No process exists for granting access and validating the need for users to remotely access Texas HHS Confidential Information, and remote access is limited to Authorized Users). Encryption is required for all Texas HHS Confidential Information. Additionally,FIPS 140-2 validated encryption is required for Health Insurance Portability and Accountability Act(HIPAA)data, Criminal Justice Information Services(CJIS)data, Internal Revenue Service Federal Tax Information(IRS FTI)data,and Centers for Medicare&Medicaid Services(CMS)data. For more information regarding FIPS 140-2 encryption products,please refer to: htto:11csrc.nist.gov/publications/figs Action Plan for Compliance with a Timeline: Compliance Date: 8. Does Applicant/Bidder implement computer security configurations or settings for all 0 Yes computers and systems that access or store Texas HHS Confidential Information? 0 No (e.g., non-essential features or services have been removed or disabled to reduce the threat of breach and to limit exploitation opportunities for hackers or intruders, etc.) Action Plan for Compliance with a Timeline: Compliance Date: 9. Does Applicant/Bidder secure physical access to computer, paper, or other systems 0 Yes containing Texas HHS Confidential Information from unauthorized personnel and theft 0 No (e.g., door locks, cable locks, laptops are stored in the trunk of the car instead of the passenger area, etc.)? Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 9 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 10. Does Applicant/Bidder use encryption products to protect Texas HHS Confidential Yes Information that is transmitted over a public network(e.g., the Internet, WiFi, etc.)? 0 No If yes, upon request must provide evidence such as a screen shot or a system report. Encryption is required for all HHS Confidential Information. Additionally,FIPS 140-2 validated encryption is required for Health Insurance Portability and Accountability Act(HIPAA)data,Criminal Justice Information Services(CJIS)data, Internal Revenue Service Federal Tax Information(IRS FTI)data,and Centers for Medicare&Medicaid Services(CMS)data. For more information regarding FIPS 140-2 encryption products,please refer to: http://Csrc.nist.pov/publications/fips Action Plan for Compliance with a Timeline: Compliance Date: 11. Does Applicant/Bidder use encryption products to protect Texas HHS Confidential 0 Yes Information stored on end user devices (e.g., laptops, USBs, tablets, smartphones, external 0 No hard drives, desktops, etc.)? If yes, upon request must provide evidence such as a screen shot or a system report. Encryption is required for all Texas HHS Confidential Information. Additionally, FIPS 140-2 validated encryption is required for Health Insurance Portability and Accountability Act(HIPAA)data, Criminal Justice Information Services(CJIS)data, Internal Revenue Service Federal Tax Information(IRS FTI)data,and Centers for Medicare&Medicaid Services(CMS)data. For more information regarding FIPS 140-2 encryption products,please refer to: htto://csrc nist.pov/publications/fips Action Plan for Compliance with a Timeline: Compliance Date: 12. Does Applicant/Bidder require Workforce members to formally acknowledge rules outlining 0 Yes their responsibilities for protecting Texas HHS Confidential Information and associated 0 No systems containing HHS Confidential Information before their access is provided? Action Plan for Compliance with a Timeline: Compliance Date: 13. Is Applicant/Bidder willing to perform or submit to a criminal background check on Q Yes Authorized Users? 0 No Action Plan for Compliance with a Timeline: Compliance Date: 14. Does Applicant/Bidder prohibit the access, creation, disclosure, reception, transmission, Q Yes maintenance, and storage of Texas HHS Confidential Information with a subcontractor 0 No (e.g., cloud services, social media, etc.) unless Texas HHS has approved the subcontractor agreement which must include compliance and liability clauses with the same requirements as the Applicant/Bidder? Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/201 S) Texas HHS System-Data Use Agreement-Attachment 2: Page 10 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 15. Does Applicant/Bidder keep current on security updates/patches (including firmware, 0 Yes software and applications) for computing systems that use, disclose, access, create, 0 No transmit, maintain or store Texas HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: 16. Do Applicant/Bidder's computing systems that use, disclose, access, create, transmit, QYes maintain or store Texas HHS Confidential Information contain up-to-date anti- 0 No malware and antivirus protection? Action Plan for Compliance with a Timeline: Compliance Date: 17. Does the Applicant/Bidder review system security logs on computing systems that access 0 Yes or store Texas HHS Confidential Information for abnormal activity or security concerns on O No a regular basis? Action Plan for Compliance with a Timeline: Compliance Date: 18. Notwithstanding records retention requirements, does Applicant/Bidder's disposal 0 Yes processes for Texas HHS Confidential Information ensure that Texas HHS Confidential 0 No Information is destroyed so that it is unreadable or undecipherable? Action Plan for Compliance with a Timeline: Compliance Date: 19. Does the Applicant/Bidder ensure that all public facing websites and mobile (�)Yes applications containing Texas HHS Confidential Information meet security testing Q No standards set forth within the Texas Government Code (TGC), Section 2054.516; including requirements for implementing vulnerability and penetration testing and addressing identified vulnerabilities? For more information regarding TGC,Section 2054.516 DATA SECURITY PLAN FOR ONLINE AND MOBILE APPLICATIONS,please refer to: https://leaiscon.com/TX/textlHB8/2017 Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 11 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:290D79CB-2074-4B3D-B021-65C5CB280FD3 SECTION D: SIGNATURE AND SUBMISSION (to be completed by Applicant/Bidder) Please sign the form digitally, if possible. If you can't, provide a handwritten signature. 1. 1 certify that all of the information provided in this form is truthful and correct to the best of my knowledge. If I learn that any such information was not correct, I agree to notify Texas HHS of this immediately. 2. Signature 3. Title 4. Date: Manuel Tamez, Digitally signed by Manuel Tamez, MLS (ASCP)M MLS(ASCP)M Laboratory Program Manager 1/30/24 Date:2024.01.30 11:03:57-06'00' To submit the completed,signed form: • Email the form as an attachment to the appropriate Texas HHS Contract Manager(s). AgencySection E:To Be Completed by Texas HHS Agency(s): Requesting Department(s): HHSC: DFPS: DSHS:❑ Legal Entity Tax Identification Number (TIN) (Last four Only): PO/Contract(s)#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone #: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone #: Contract Manager: Contract Manager Email Address: Contract Manager Telephone #: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 12 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:29oDma i rcuL iiuma rurciCUIVIr�r i nmu THE SECURITY AND PRIVACY INQUIRY(SPI) Below are instructions for Applicants, Bidders and Contractors for Texas Health and Human Services requiring the Attachment 2, Security and Privacy Inquiry (SPI) to the Data Use Agreement (DUA). Instruction item numbers below correspond to sections on the SPI form. If you are a bidder for a new procurement/contract, in order to participate in the bidding process,you must have corrected any"No" responses(except Aga) prior to the contract award date. If you are an applicant for an open enrollment, you must have corrected any"No" answers(except Aga and A11) prior to performing any work on behalf of any Texas HHS agency. For any questions answered "No" (except Aga and A11),an Action Plan for Compliance with a Timeline must be documented in the designated area below the question.The timeline for compliance with HIPAA-related requirements for safeguarding Protected Health Information is 30 calendar days from the date this form is signed. Compliance with requirements related to other types of Confidential Information must be confirmed within 90 calendar days from the date the form is signed. SECTION A. APPLICANT/BIDDER INFORMATION Item#1. Only contractors that access, transmit,store, and/or maintain Texas HHS Confidential Information will complete and email this form as an attachment to the appropriate Texas HHS Contract Manager. Item#2.Entity or Applicant/Bidder Legal Name. Provide the legal name of the business(the name used for legal purposes, like filing a federal or state tax form on behalf of the business, and is not a trade or assumed named "dba"), the legal tax identification number(last four numbers only)of the entity or applicant/bidder, the address of the corporate or main branch of the business, the telephone number where the business can be contacted regarding questions related to the information on this form and the website of the business, if a website exists. Item#3.Number of Employees,at all locations,in Applicant/Bidder's workforce. Provide the total number of individuals,including volunteers,subcontractors, trainees, and other persons who work for the business. If you are the only employee,please answer"1." Item#4.Number of Subcontractors. Provide the total number of subcontractors working for the business. If you have none,please answer "0"zero. Item#5. Number of unduplicated individuals for whom Applicant/Bidder reasonably expects to handle HHS Confidential Information during one year. Select the radio button that corresponds with the number of clients/consumers for whom you expect to handle Texas HHS Confidential Information during a year. Only count clients/consumers once, no matter how many direct services the client receives during a year. Item#5.Name of Information Technology Security Official and Name of Privacy Official for Applicant/Bidder. As with all other fields on the SPI, this is a required field. This may be the same person and the owner of the business if such person has the security and privacy knowledge that is required to implement the requirements of the DUA and respond to questions related to the SPI. In 4.A. provide the name, address, telephone number, and email address of the person whom you have designated to answer any security questions found in Section C and in 4.B.provide this information for the person whom you have designated as the person to answer any privacy questions found in Section B. The business may contract out for this expertise;however, designated individual(s)must have knowledge of the business's devices,systems and methods for use, disclosure, creation, receipt, transmission and maintenance of Texas HHS Confidential Information and be willing to be the point of contact for privacy and security questions. Item#6. Type(s)of HHS Confidential Information the Entity or Applicant/Bidder Will Create, Receive,Maintain, Use, Disclose or Have Access to: Provide a complete listing of all Texas HHS Confidential Information that the Contractor will create, receive, maintain, use, disclose or have access to. The DUA section Article 2, Definitions, defines Texas HHS Confidential Information as: "Confidential Information"means any communication or record(whether oral, written, electronically stored or transmitted, or in any other form)provided to or made available to CONTRACTOR or that CONTRACTOR may create, receive, maintain, use, disclose or have access to on behalf of Texas HHS that consists of or includes any or all of the following: (1) Client Information; (2)Protected Health Information in any form including without limitation, Electronic Protected Health Information or Unsecured Protected Health Information; (3)Sensitive Personal Information defined by Texas Business and Commerce Code Ch. 521; SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 13 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 14]r-eaerai i ax mjormarion; (5)Personally Identifiable Information; (6)Social Security Administration Data, including, without limitation, Medicaid information; (7)All privileged work product, (8)All information designated as confidential under the constitution and laws of the State of Texas and of the United States, including the Texas Health &Safety Code and the Texas Public Information Act, Texas Government Code, Chapter 552. Definitions for the following types of confidential information can be found the following sites: • Health Insurance Portability and Accountability Act(HIPAA)-http://www.hhs.govlhipaa/index.html • Criminal Justice Information Services(CJIS)-https.11www.fbi.gov/services/ciis/ciis-security-policy-resource-center • Internal Revenue Service Federal Tax Information (IRS FTI)-https.11www.irs.gov/pub/irs-pdflp1075.pdf • Centers for Medicare& Medicaid Services(CMS)-https.11www.cros.gov/Regulations-and-Guidance/Regulations-and- Guidance.html •Social Security Administration (SSA)-https.11www.ssa.gov/regulations/ • Personally Identifiable Information (PII)-http://csrc.nist.govlpublicationslnistpubsl800-1221sp800-122.pdf Item#7. Number of Storage devices for Texas HHS Confidential Information. The total number of devices is automatically calculated by exiting the fields in lines a-d. Use the<Tab>key when exiting the field to prompt calculation, if it doesn't otherwise sum correctly. • Item 7a.Devices. Provide the number of personal user computers, devices, and drives(including mobile devices, laptops, USB drives, and external drives)on which your business stores or will store Texas HHS Confidential Information. • Item 7b.Servers. Provide the number of servers not housed in a data center or"in the cloud,"on which Texas HHS Confidential Information is stored or will be stored. A server is a dedicated computer that provides data or services to other computers. It may provide services or data to systems on a local area network(LAN)or a wide area network(WAN)over the Internet. If none, answer"0"(zero). • Item 7c. Cloud Services. Provide the number of cloud services to which Texas HHS Confidential Information is stored. Cloud Services involve using a network of remote servers hosted on the Internet to store, manage, and process data, rather than on a local server or a personal computer. If none, answer"0"(zero.) • Item 7d. Data Centers. Provide the number of data centers in which you store Texas HHS Confidential Information.A Data Center is a centralized repository, either physical or virtual,for the storage,management, and dissemination of data and information organized around a particular body of knowledge or pertaining to a particular business. If none, answer"0"(zero). Item #8. Number of unduplicated individuals for whom the Applicant/Bidder reasonably expects to handle Texas HHS Confidential Information during one year. Select the radio button that corresponds with the number of clients/consumers for whom you expect to handle Confidential Information during a year. Only count clients/consumers once, no matter how many direct services the client receives during a year. Item#9. HIPAA Business Associate Agreement. • Item#9a. Answer "Yes"if your business will use, disclose, create, receive, transmit, or store information relating to a client/consumer's healthcare on behalf of the Department of State Health Services, the Department of Disability and Aging Services, or the Health and Human Services Commission for treatment, payment, or operation of Medicaid or Medicaid clients. If your contract does not include HIPAA covered information, respond "no."If"no,"a compliance plan is not required. • Item#9b. Answer "Yes"if your business has a notice of privacy practices(a document that explains how you protect and use a client/consumer's healthcare information) displayed either on a website(if one exists for your business)or in your place of business (if that location is open to clients/consumers or the public). If your contract does not include HIPAA covered information, respond"N/A." Item#10.Subcontractors. If your business responded "0"to question 4 (number of subcontractors),Answer "N/A"to Items 10a and 10b to indicate not applicable. • Item#10a. Answer "Yes"if your business requires that all subcontractors sign Attachment 1 of the DUA. • Item#10b.Answer"Yes"if your business obtains Texas HHS approval before permitting subcontractors to handle Texas HHS Confidential Information on your business's behalf. Item#11. Optional Insurance.Answer "yes"if applicant has optional insurance in place to provide coverage for a Breach or any Texas HHS System-Data Use Agreement-Attachment 2: Page 14 of 18 SPI Version 2.1 (06/2018) SECURITY AND PRIVACY INQUIRY(SPI) g DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 other situations usted rn tnls question. IJ you are not required to have this optional coverage, answer NIA"A compliance plan is not required. SECTION B. PRIVACY RISK ANALYSIS AND ASSESSMENT Reasonable and appropriate written Privacy and Security policies and procedures are required, even for sole proprietors who are the only employee,to demonstrate how your business will safeguard Texas HHS Confidential Information and respond in the event of a Breach of Texas HHS Confidential Information.To ensure that your business is prepared, all of the items below must be addressed in your written Privacy and Security policies and procedures. Item#1. Answer "Yes" if you have written policies in place for each of the areas (a-o). • Item#1a.Answer "yes" if your business has written policies and procedures that identify everyone, including subcontractors, who are authorized to use Texas HHS Confidential Information.The policies and procedures should also identify the reason why these Authorized Users need to access the Texas HHS Confidential Information and this reason must align with the Authorized Purpose described in the Scope of Work or description of services in the Base Contract with the Texas HHS agency. • Item#1b. Answer"Yes" if your business has written policies and procedures that require your employees(including yourself),your volunteers, your trainees, and any other persons whose work you direct,to comply with the requirements of HIPAA, if applicable, and other confidentiality laws as they relate to your handling of Texas HHS Confidential Information. Refer to the laws and rules that apply, including those referenced in the DUA and Scope of Work or description of services in the Base Contract. • Item#1c. Answer "Yes" if your business has written policies and procedures that limit the Texas HHS Confidential Information you disclose to the minimum necessary for your workforce and subcontractors (if applicable)to perform the obligations described in the Scope of Work or service description in the Base Contract. (e.g., if a client/consumer's Social Security Number is not required for a workforce member to perform the obligations described in the Scope of Work or service description in the Base Contract,then the Social Security Number will not be given to them.) If you are the only employee for your business, policies and procedures must not include a request for, or use of, Texas HHS Confidential Information that is not required for performance of the services. • Item #id. Answer "Yes" if your business has written policies and procedures that explain how your business would respond to an actual or suspected breach of Texas HHS Confidential Information. The written policies and procedures, at a minimum, must include the three items below. If any response to the three items below are no, answer "no." O Item#1di. Answer"Yes" if your business has written policies and procedures that require your business to immediately notify Texas HHS,the Texas HHS Agency, regulatory authorities, or other required Individuals or Authorities of a Breach as described in Article 4, Section 4 of the DUA. Refer to Article 4, Section 4.01: Initial Notice of Breach must be provided in accordance with Texas HHS and DUA requirements with as much information as possible about the Event/Breach and a name and contact who will serve as the single point of contact with HHS both on and off business hours. Time frames related to Initial Notice include: • within one hour of Discovery of an Event or Breach of Federal Tax Information,Social Security Administration Data, or Medicaid Client Information • within 24 hours of all other types of Texas HHS Confidential Information 48-hour Formal Notice must be provided no later than 48 hours after Discovery for protected health information, sensitive personal information or other non-public information and must include applicable information as referenced in Section 4.01 (C)2. of the DUA. O Item#1dii. Answer "Yes" if your business has written policies and procedures require you to have and follow a written breach response plan as described in Article 4 Section 4.02 of the DUA. O Item#ldiii.Answer "Yes" if your business has written policies and procedures require you to notify Reporting Authorities and Individuals whose Texas HHS Confidential Information has been breached as described in Article 4 Section 4.03 of the DUA. • Item#1e. Answer "Yes" if your business has written policies and procedures requiring annual training of your entire workforce on matters related to confidentiality, privacy, and security, stressing the importance of promptly reporting any Event or Breach, outlines the process that you will use to require attendance and track completion for employees who failed to complete annual training. SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 1S of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 • Item#if. Answer "Yes" if your business has written policies and procedures requiring you to allow individuals (clients/consumers)to access their individual record of Texas HHS Confidential Information, and allow them to amend or correct that information, if applicable. • Item#1g. Answer "Yes" if your business has written policies and procedures restricting access to Texas HHS Confidential Information to only persons who have been authorized and trained on how to handle Texas HHS Confidential Information • Item#1h. Answer "Yes" if your business has written policies and procedures requiring sanctioning of any subcontractor, employee,trainee,volunteer, or anyone whose work you direct when they have accessed Texas HHS Confidential Information but are not authorized to do so, and that you have a method of proving that you have sanctioned such an individuals. If you are the only employee,you must demonstrate how you will document the noncompliance, update policies and procedures if needed, and seek additional training or education to prevent future occurrences. • Item#11. Answer "Yes" if your business has written policies and procedures requiring you to update your policies within 60 days after you have made changes to how you use or disclose Texas HHS Confidential Information. • Item#1j. Answer "Yes" if your business has written policies and procedures requiring you to restrict attempts to take de-identified data and re-identify it or restrict any subcontractor, employee,trainee,volunteer, or anyone whose work you direct,from contacting any individuals for whom you have Texas HHS Confidential Information except to perform obligations under the contract, or with written permission from Texas HHS. • Item#1k.Answer "Yes" if your business has written policies and procedures prohibiting you from using, disclosing, creating, maintaining, storing or transmitting Texas HHS Confidential Information outside of the United States. • Item#11. Answer "Yes" if your business has written policies and procedures requiring your business to cooperate with HHS agencies or federal regulatory entities for inspections, audits, or investigations related to compliance with the DUA or applicable law. • Item#1m. Answer"Yes" if your business has written policies and procedures requiring your business to use appropriate standards and methods to destroy or dispose of Texas HHS Confidential Information. Policies and procedures should comply with Texas HHS requirements for retention of records and methods of disposal. • Item#1n. Answer"Yes" if your business has written policies and procedures prohibiting the publication of the work you created or performed on behalf of Texas HHS pursuant to the DUA, or other Texas HHS Confidential Information,without express prior written approval of the HHS agency. Item#2. Answer"Yes" if your business has a current training program that meets the requirements specified in the SPI for you, your employees, your subcontractors,your volunteers, your trainees, and any other persons under you direct supervision. Item#3. Answer "Yes" if your business has privacy safeguards to protect Texas HHS Confidential Information as described in the SPI. Item#4. Answer"Yes" if your business maintains current lists of persons in your workforce, including subcontractors (if applicable),who are authorized to access Texas HHS Confidential Information. If you are the only person with access to Texas HHS Confidential Information, please answer "yes." Item#5. Answer "Yes" if your business and subcontractors (if applicable) monitor for and remove from the list of Authorized Users, members of the workforce who are terminated or are no longer authorized to handle Texas HHS Confidential Information. If you are the only one with access to Texas HHS Confidential Information, please answer"Yes." SECTION C. SECURITY RISK ANALYSIS AND ASSESSMEN`i This section is about your electronic systems. If you DO NOT store Texas HHS Confidential Information in electronic systems (e.g., laptop, personal computer, mobile device, database, server, etc.), select the "No Electronic Systems" box and respond "Yes"for all questions in this section. Item#1. Answer "Yes" if your business does not "offshore" or use, disclose, create, receive,transmit or maintain Texas HHS Confidential Information outside of the United States. If you are not certain, contact your provider of technology services (application, cloud, data center, network, etc.) and request confirmation that they do not off- shore their data. SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 16 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 Item RZ.Answer "Yes" it your business uses a person or company who is knowledgeable in IT security to maintain or oversee the configurations of your business's computing systems and devices. You may be that person, or you may hire someone who can provide that service for you. Item#3. Answer "Yes" if your business monitors and manages access to Texas HHS Confidential Information (i.e., reviews systems to ensure that access is limited to Authorized Users; has formal processes for granting,validating, and reviews the need for remote access to Authorized Users to Texas HHS Confidential Information, etc.). If you are the only employee, answer"Yes" if you have implemented a process to periodically evaluate the need for accessing Texas HHS Confidential Information to fulfill your Authorized Purposes. Item#4. Answer "Yes" if your business has implemented a system for changing the password a system initially assigns to the user (also known as the default password), and requires users to change their passwords at least every 90 days, and prohibits the creation of weak passwords for all computer systems that access or store Texas HHS Confidential Information (e.g., a strong password has a minimum of 8 characters with a combination of uppercase, lowercase, special characters, and numbers, where possible). If your business uses a Microsoft Windows system, refer to the Microsoft website on how to do this, see example: https://docs.microsoft.com/en-us/windows/security/threat-protection/security-policy-settings/password-policy Item#5. Answer"Yes" if your business assigns a unique user name and private password to each of your employees, your subcontractors,your volunteers,your trainees and any other persons under your direct control who will use, disclose, create, receive,transmit or maintain Texas HHS Confidential Information. Item #6. Answer "Yes" if your business locks the access after a certain number of failed attempts to login and after 15 minutes of user inactivity on all computing devices that access or store Texas H H S Confidential Information. If your business uses a Microsoft Windows system, refer to the Microsoft website on how to do this, see example: htt s: docs.microsoft.com/en-us/windows/security/threat-protection/security-policy-settings/account-lockout-policy Item#7. Answer "Yes" if your business secures, manages, and encrypts remote access, such as: using Virtual Private Network (VPN) software on your home computer to access Texas HHS Confidential Information that resides on a computer system at a business location or, if you use wireless, ensuring that the wireless is secured using a password code. If you do not access systems remotely or over wireless,answer "Yes." Item#8. Answer "Yes" if your business updates the computer security settings for all your computers and electronic systems that access or store Texas HHS Confidential Information to prevent hacking or breaches (e.g., non-essential features or services have been removed or disabled to reduce the threat of breach and to limit opportunities for hackers or intruders to access your system). For example, Microsoft's Windows security checklist: https.11docs.microsoft.com/en-us/windows/security/threat-protection/security-policy-settings/how-to-con figure-security-policy-settings Item#9. Answer "Yes" if your business secures physical access to computer, paper, or other systems containing Texas HHS Confidential Information from unauthorized personnel and theft (e.g., door locks, cable locks, laptops are stored in the trunk of the car instead of the passenger area,etc.). If you are the only employee and use these practices for your business, answer "Yes." Item#10. Answer "Yes" if your business uses encryption products to protect Texas HHS Confidential Information that is transmitted over a public network (e.g.,the Internet,WIFI, etc.)or that is stored on a computer system that is physically or electronically accessible to the public (FIPS 140-2 validated encryption is required for Health Insurance Portability and Accountability Act (HIPAA) data, Criminal Justice Information Services (CJIS) data, Internal Revenue Service Federal Tax Information (IRS FTI) data, and Centers for Medicare & Medicaid Services (CMS) data.) For more information regarding FIPS 140-2 encryption products, please refer to: http://csrc.nist.gov/publications/fips). Item#11.Answer "Yes" if your business stores Texas HHS Confidential Information on encrypted end-user electronic devices (e.g., laptops, USBs,tablets, smartphones, external hard drives,desktops, etc.)and can produce evidence of the encryption, such as, a screen shot or a system report (FIPS 140-2 encryption is required for Health Insurance Portability and Accountability Act (HIPAA) data, Criminal Justice Information Services (CJIS) data, Internal Revenue Service Federal Tax Information (IRS FTI) data, and Centers for Medicare & Medicaid Services (CMS) data). For more information regarding FIPS 140-2 validated encryption products, please refer to: http://Csrc.nist.gov/publicationslfips). If you do not utilize end-user electronic devices for storing Texas HHS Confidential Information, answer"Yes." SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 17 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 Item#12. Answer"Yes" if your business requires employees,volunteers,trainees and other workforce members to sign a document that clearly outlines their responsibilities for protecting Texas HHS Confidential Information and associated systems containing Texas HHS Confidential Information before they can obtain access. If you are the only employee answer "Yes" if you have signed or are willing to sign the DUA, acknowledging your adherence to requirements and responsibilities. Item#13. Answer "Yes" if your business is willing to perform a criminal background check on employees, subcontractors, volunteers, or trainees who access Texas HHS Confidential Information. If you are the only employee, answer "Yes" if you are willing to submit to a background check. Item#14. Answer"Yes" if your business prohibits the access, creation, disclosure, reception,transmission, maintenance, and storage of Texas HHS Confidential Information on Cloud Services or social media sites if you use such services or sites, and there is a Texas HHS approved subcontractor agreement that includes compliance and liability clauses with the same requirements as the Applicant/Bidder. If you do not utilize Cloud Services or media sites for storing Texas HHS Confidential Information, answer"Yes." Item#15.Answer "Yes" if your business keeps current on security updates/patches (including firmware, software and applications)for computing systems that use, disclose, access, create,transmit, maintain or store Texas HHS Confidential Information. If you use a Microsoft Windows system, refer to the Microsoft website on how to ensure your system is automatically updating, see example: h ttps://portal.msrc.microsoft.com/en-us/ Item#16. Answer "Yes" if your business's computing systems that use, disclose, access, create,transmit, maintain or store Texas HHS Confidential Information contain up-to-date anti-malware and antivirus protection. If you use a Microsoft Windows system, refer to the Microsoft website on how to ensure your system is automatically updating, see example: https://docs.microsoft.com/en-us/windows/security/threat-protection/ Item #17. Answer "Yes" if your business reviews system security logs on computing systems that access or store Texas HHS Confidential Information for abnormal activity or security concerns on a regular basis. If you use a Microsoft Windows system, refer to the Microsoft website for ensuring your system is logging security events, see example: https://docs.microsoft.com/en-us/windows/Security/threat-protection/auditing/basic-security-audit-policies Item#18. Answer"Yes" if your business disposal processes for Texas HHS Confidential Information ensures that Texas HHS Confidential Information is destroyed so that it is unreadable or undecipherable. Simply deleting data or formatting the hard drive is not enough; ensure you use products that perform a secure disk wipe. Please see NIST SP 800-88 R1, Guidelines for Media Sanitization and the applicable laws and regulations for the information type for further guidance. Item#19.Answer"Yes" if your business ensures that all public facing websites and mobile applications containing HHS Confidential Information meet security testing standards set forth within the Texas Government Code (TGC), Section 2054.516 SECTION D. SIGNATURE AND SUBMISSION Click on the signature area to digitally sign the document. Email the form as an attachment to the appropriate Texas HHS Contract Manager. SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 18 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 OMB Number:4040-0007 Expiration Date: 02/28/2025 ASSURANCES -NON-CONSTRUCTION PROGRAMS Public reporting burden for this collection of information is estimated to average 15 minutes per response, including time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden,to the Office of Management and Budget, Paperwork Reduction Project(0348-0040),Washington, DC 20503. PLEASE DO NOT RETURN YOUR COMPLETED FORM TO THE OFFICE OF MANAGEMENT AND BUDGET. SEND IT TO THE ADDRESS PROVIDED BY THE SPONSORING AGENCY. NOTE: Certain of these assurances may not be applicable to your project or program. If you have questions, please contact the awarding agency. Further, certain Federal awarding agencies may require applicants to certify to additional assurances. If such is the case, you will be notified. As the duly authorized representative of the applicant, I certify that the applicant: 1. Has the legal authority to apply for Federal assistance Act of 1973, as amended (29 U.S.C. §794), which and the institutional, managerial and financial capability prohibits discrimination on the basis of handicaps; (d) (including funds sufficient to pay the non-Federal share the Age Discrimination Act of 1975, as amended(42 U. of project cost)to ensure proper planning, management S.C. §§6101-6107), which prohibits discrimination on and completion of the project described in this the basis of age; (e)the Drug Abuse Office and application. Treatment Act of 1972(P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug 2. Will give the awarding agency, the Comptroller General abuse; (f)the Comprehensive Alcohol Abuse and of the United States and, if appropriate, the State, Alcoholism Prevention, Treatment and Rehabilitation through any authorized representative, access to and Act of 1970(P.L. 91-616), as amended, relating to the right to examine all records, books, papers, or nondiscrimination on the basis of alcohol abuse or documents related to the award; and will establish a alcoholism; (g)§§523 and 527 of the Public Health proper accounting system in accordance with generally Service Act of 1912(42 U.S.C. §§290 dd-3 and 290 accepted accounting standards or agency directives. ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; (h)Title VIII of the Civil 3. Will establish safeguards to prohibit employees from Rights Act of 1968 (42 U.S.C. §§3601 et seq.), as using their positions for a purpose that constitutes or amended, relating to nondiscrimination in the sale, presents the appearance of personal or organizational rental or financing of housing; (i) any other conflict of interest, or personal gain. nondiscrimination provisions in the specific statute(s) under which application for Federal assistance is being 4. Will initiate and complete the work within the applicable made; and, (j)the requirements of any other time frame after receipt of approval of the awarding nondiscrimination statute(s)which may apply to the agency. application. 5. Will comply with the Intergovernmental Personnel Act of 7. Will comply, or has already complied, with the 1970(42 U.S.C. §§4728-4763) relating to prescribed requirements of Titles II and III of the Uniform standards for merit systems for programs funded under Relocation Assistance and Real Property Acquisition Policies Act of 1970 (P.L. 91-646)which provide for one of the 19 statutes or regulations specified in fair and equitable treatment of persons displaced or Appendix A of OPM's Standards for a Merit System of whose property is acquired as a result of Federal or Personnel Administration (5 C.F.R. 900, Subpart F). federally-assisted programs. These requirements apply to all interests in real property acquired for 6. Will comply with all Federal statutes relating to project purposes regardless of Federal participation in nondiscrimination. These include but are not limited to: purchases. (a)Title VI of the Civil Rights Act of 1964(P.L. 88-352) which prohibits discrimination on the basis of race, color 8. Will comply, as applicable,with provisions of the or national origin; (b) Title IX of the Education Hatch Act(5 U.S.C. §§1501-1508 and 7324-7328) Amendments of 1972, as amended(20 U.S.C.§§1681- which limit the political activities of employees whose 1683, and 1685-1686),which prohibits discrimination on principal employment activities are funded in whole the basis of sex; (c) Section 504 of the Rehabilitation or in part with Federal funds. Previous Edition Usable Standard Form 424B(Rev.7-97) Authorized for Local Reproduction Prescribed by OMB Circular A-102 DocuSign Envelope ID:290D79CB-2074-4B3D-B021-65C5CB280FD3 9. Will comply, as applicable,with the provisions of the Davis- 13. Will assist the awarding agency in assuring compliance Bacon Act(40 U.S.C. §§276a to 276a-7),the Copeland Act with Section 106 of the National Historic Preservation (40 U.S.C. §276c and 18 U.S.C. §874), and the Contract Act of 1966, as amended (16 U.S.C. §470), EO 11593 Work Hours and Safety Standards Act(40 U.S.C. §§327- (identification and protection of historic properties), and 333), regarding labor standards for federally-assisted the Archaeological and Historic Preservation Act of construction subagreements. 1974 (16 U.S.C. §§469a-1 et seq.). 10. Will comply, if applicable, with flood insurance purchase 14. Will comply with P.L. 93-348 regarding the protection of requirements of Section 102(a) of the Flood Disaster human subjects involved in research, development, and Protection Act of 1973(P.L. 93-234)which requires related activities supported by this award of assistance. recipients in a special flood hazard area to participate in the program and to purchase flood insurance if the total cost of 15. Will comply with the Laboratory Animal Welfare Act of insurable construction and acquisition is$10,000 or more. 1966 (P.L. 89-544, as amended, 7 U.S.C. §§2131 et seq.) pertaining to the care, handling, and treatment of 11. Will comply with environmental standards which may be warm blooded animals held for research,teaching, or prescribed pursuant to the following: (a) institution of other activities supported by this award of assistance. environmental quality control measures under the National Environmental Policy Act of 1969(P.L. 91-190) and 16. Will comply with the Lead-Based Paint Poisoning Executive Order(EO) 11514; (b) notification of violating Prevention Act(42 U.S.C. §§4801 et seq.)which facilities pursuant to EO 11738; (c) protection of wetlands prohibits the use of lead-based paint in construction or pursuant to EO 11990; (d)evaluation of flood hazards in rehabilitation of residence structures. floodplains in accordance with EO 11988; (e) assurance of 17 Will cause to be performed the required financial and project consistency with the approved State management compliance audits in accordance with the Single Audit program developed under the Coastal Zone Management Act Amendments of 1996 and OMB Circular No. A-133, Act of 1972(16 U.S.C. §§1451 et seq.); (f) conformity of "Audits of States, Local Governments, and Non-Profit Federal actions to State (Clean Air) Implementation Plans Organizations." under Section 176(c) of the Clean Air Act of 1955, as amended (42 U.S.C. §§7401 et seq.); (g) protection of 18. Will comply with all applicable requirements of all other underground sources of drinking water under the Safe Federal laws, executive orders, regulations, and policies Drinking Water Act of 1974, as amended (P.L. 93-523); governing this program. and, (h) protection of endangered species under the Endangered Species Act of 1973, as amended(P.L. 93- 19. Will comply with the requirements of Section 106(g) of 205). the Trafficking Victims Protection Act(TVPA) of 2000, as amended (22 U.S.C. 7104)which prohibits grant award 12. Will comply with the Wild and Scenic Rivers Act of recipients or a sub-recipient from (1) Engaging in severe 1968 (16 U.S.C. §§1271 et seq.) related to protecting forms of trafficking in persons during the period of time components or potential components of the national that the award is in effect(2) Procuring a commercial wild and scenic rivers system. sex act during the period of time that the award is in effect or(3) Using forced labor in the performance of the award or subawards under the award. SIGNATURE OF AUTHORIZED CERTIFYING OFFICIAL TITLE APPLICANT ORGANIZATION DATE SUBMITTED Standard Form 424B(Rev.7-97)Back DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 CERTIFICATION REGARDING LOBBYING Certification for Contracts,Grants, Loans,and Cooperative Agreements The undersigned certifies,to the best of his or her knowledge and belief,that: (1)No Federal appropriated funds have been paid or will be paid,by or on behalf of the undersigned,to any person for influencing or attempting to influence an officer or employee of an agency,a Member of Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with the awarding of any Federal contract,the making of any Federal grant,the making of any Federal loan,the entering into of any cooperative agreement,and the extension,continuation, renewal,amendment,or modification of any Federal contract,grant, loan,or cooperative agreement. (2)If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency,a Member of Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with this Federal contract,grant,loan,or cooperative agreement,the undersigned shall complete and submit Standard Form-LLL,"Disclosure of Lobbying Activities,"in accordance with its instructions. (3)The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers(including subcontracts,subgrants,and contracts under grants,loans,and cooperative agreements)and that all subrecipients shall certify and disclose accordingly.This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352,title 31, U.S. Code.Any person who fails to file the required certification shall be subject to a civil penalty of not less than$10,000 and not more than$100,000 for each such failure. Statement for Loan Guarantees and Loan Insurance The undersigned states,to the best of his or her knowledge and belief,that: If any funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency,a Member of Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with this commitment providing for the United States to insure or guarantee a loan,the undersigned shall complete and submit Standard Form-LLL,"Disclosure of Lobbying Activities,"in accordance with its instructions.Submission of this statement is a prerequisite for making or entering into this transaction imposed by section 1352,title 31, U.S. Code.Any person who fails to file the required statement shall be subject to a civil penalty of not less than$10,000 and not more than$100,000 for each such failure. •APPLICANT'S ORGANIZATION •PRINTED NAME AND TITLE OF AUTHORIZED REPRESENTATIVE Prefix: ' First Name: Middle Name: •Last Name: Suffix: •Title: SIGNATURE: ' DATE: DocuSign Envelope ID:290D79CB-2074-4B3D-BO21-65C5CB280FD3 TEXAS Health and Human Texas Department of State Services I Health Services Fiscal Federal Funding Accountability and Transparency Act (FFATA) The certifications enumerated below represent material facts upon which DSHS relies when reporting information to the federal government required under federal law. If the Department later determines that the Contractor knowingly rendered an erroneous certification, DSHS may pursue all available remedies in accordance with Texas and U.S. law. Signor further agrees that it will provide immediate written notice to DSHS if at any time Signor learns that any of the certifications provided for below were erroneous when submitted or have since become erroneous by reason of changed circumstances. If the Signor cannot certify all of the statements contained in this section, Signor must provide written notice to DSHS detailing which of the below statements it cannot certify and why. Legal Name of Contractor: FFATA Contact: (Name, Email and Phone Number): Primary Address of Contractor: Zip Code: 9-digits required www.usos.com Unique Entity ID (UEI):This number replaces the DUNS State of Texas Comptroller Vendor Identification Number www.sam.gov (VIN) - 14 digits: Printed Name of Authorized Representative: Signature of Authorized Representative Title of Authorized Representative Date Signed 1 Department of State Health Services Form 4734—April 2022 Contract Management Section DocuSign Envelope ID:290D79CB-2074-4B3D-B021-65C5CB280FD3 Fiscal Federal Funding Accountability and Transparency Act (FFATA) CERTIFICATION As the duly authorized representative (Signor) of the Contractor, I hereby certify that the statements made by me in this certification form are true, complete, and correct to the best of my knowledge. Did your organization have a gross income, from all sources, of less than $300,000 in your previous tax year? Yes No If your answer is "Yes", skip questions "A", "B", and "C" and finish the certification. If your answer is "No answer questions "A" and "B". A. Certification Regarding % of Annual Gross from Federal Awards. Did your organization receive 80% or more of its annual gross revenue from federal awards during the preceding fiscal year? Yes ❑ No ❑ B. Certification Regarding Amount of Annual Gross from Federal Awards. Did your organization receive $25 million or more in annual gross revenues from federal awards in the preceding fiscal year? Yes ❑ No ❑ If your answer is "Yes" to both question "A" and "B", you must answer question "C". If your answer is "No" to either question "A" or "B", skip question "C" and finish the certification. C. Certification Regarding Public Access to Compensation Information. Does the public have access to information about the compensation of the senior executives in your business or organization (including parent organization, all branches, and all affiliates worldwide) through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986? Yes ❑ No ❑ If your answer is "Yes" to this question, where can this information be accessed? If your answer is "No" to this question, you must provide the names and total compensation of the top five highly compensated officers below. Provide compensation information here: 2 Department of State Health Services Form 4734-April 2022 Contract Management Section DocuSign Certificate Of Completion Envelope Id:290D79CB20744B3DBO2165C5CB280FD3 Status: Sent Subject: Please DocuSign: HHS001439000008 Corpus Christi Nueces County PHD Base Contract CPS-LRNPHEP Source Envelope: Document Pages:94 Signatures: 0 Envelope Originator: Certificate Pages:2 Initials: 0 CMS Internal Routing Mailbox AutoNav: Enabled 11493 Sunset Hills Road Envelopeld Stamping: Enabled #100 Time Zone: (UTC-06:00)Central Time(US&Canada) Reston,VA 20190 CMS.InternalRouting@dshs.texas.gov IP Address: 160.42.209.140 Record Tracking Status: Original Holder: CMS Internal Routing Mailbox Location: DocuSign 3/31/2024 10:17:26 PM CMS.InternalRouting@dshs.texas.gov Signer Events Signature Timestamp Dr. Fauzia Khan Sent:3/31/2024 10:31:29 PM fauziak@cctexas.com CCNCPHD Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Fred L.Waterman Fred.Waterman@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jonah Wilczynski jonah.wilczynski@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Patty Melchior Patty.MeIchior@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Dave Gruber Dave.Gruber@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Denzel Otokunrin � Sent:3/31/2024 10:31:29 PM denzel@cctexas.com COPED Viewed:4/1/2024 8:08:53 AM Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign CMS Internal Routing Mailbox CMS.InternalRouting@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 3/31/2024 10:31:29 PM Payment Events Status Timestamps = �t ` - (� c o O -' + o cq � O 4 O O •� O U U u 0 iO O O z (u O � 4-1 00 U � O cu MCU Ln Q Q O }, ( O U D O N O LO 0) N U � O Q L N cl, 0 0 O (u O i ., C� v � p0 .� � 00 O00 .- Lu L Q N LO (u > U N O O — Q c 4 Q U 'N = 4OO � LO O O � V N O cl) LL LL _M CD i N O V)- cu > 4-0 U) o U) J o � o MU o � �_ � .-. � o U) ca � E o a� o O O E � a--+ U o (6 N o c\j _ >1 a) � >� O ooa� z70 o Co 4-0 cu Lc� � po 0 O 'V -0 'U) ( � co O Co E O o � � M � E X � C � — o 0 E QLL 70 M V O O O a)U � +J O a) a)p +� O � m N L.L a) U � co OV CV > 4-0 Q a) E Co a) o) U U a) � •� U � '0- L '� V J cn UJ m N O a) u E O N N -0 •— O00 O O m Cu -- � 0E0 .� u - a) Co N U j N m -0 a) C p -0 O '> O N j, U •> a)> a) a) 0Co O O � Q C � j to a) L N ECo Co U L �4-0 � o o a) � a � O n � N Co a) " O -0 a) F-J W 70 =U Cq O (� N U O 0) t .� C: U �+ 7 W L 43 E E 0 O � 4) oo �ri O 0 � o � O � �p >- c M r 0 r}n� , -O � (D O L C;) O o sz p 4-- O N Q 'C;) Ca = O O > co CQ 7FD O }' Q3 E N E Ecu 7 O O L O L L ♦' _ aC:) — 0 0 p o V E E � Q C6 _0 U-) m �' o a i- Q N6cy cn se 0 0 PH P AGENDA MEMORANDUM NCORPO0.1¢ First Reading Ordinance for the City Council Meeting May 14, 2024 ss52 Second Reading Ordinance for the City Council Meeting May 21, 2024 DATE: May 14, 2024 TO: Peter Zanoni, City Manager FROM: Ernesto De La Garza, Director of Public Works ErnestoD2Cu)-cctexas.com (361) 826-1677 Ordinance abandoning, vacating, and closing 0.574-acres of unimproved right-of- way identified as Sand Dollar Avenue CAPTION: Ordinance abandoning, vacating, and closing 0.574 acres of unimproved public right-of-way for the Fair Market Value of $380,000.00 identified as Sand Dollar Avenue, a portion of Block 27, Padre Island No.1, conditioned on Petitioner, Donny Shellenbarger, meeting specified conditions. SUMMARY: The purpose of this ordinance is to abandon, vacate and close a 0.574 acres (25,004 square feet) tract of unimproved portion of public right-of-way identified as Sand Dollar Avenue, as shown on the metes and bounds, beginning at a point in the south right-of-way of State Highway 361, the northeast corner of Lot 12B, Block 27, Padre Island No.1 , a distance of 50.00 feet to a 5/8 inch iron rod set for the northeast corner of this tract, said point being in the south boundary of a 201.21 acres tract out of tract C and D, Padre Island No. 1 as illustrated in Official Public Records of Nueces County. Section 49-12 of the City Municipal Code provides a process for an applicant to request a closure for a public streets, alleys, or other public ways. The process consists of the following nine (9) steps illustrated below: 1. A pre-application meeting with the Public Works department and designated representatives to review the request and provide initial guidance. 2. The official application request shall be filed with the department of public works containing the required application, fees, and supporting documents. 3. An application fee in the amount of one thousand dollars ($1,000.00) shall be required for each application to close, abandon, vacate, regardless of final action on such application by City Council. 4. The applicant shall obtain an appraisal completed by a MAI certified appraiser who is pre- approved by the city. 5. Upon filing a complete application, the department of public works shall initiate a review process and prepare written recommendations regarding the current use and impacts caused by the closing, abandoning, vacating or altering of such public right-of-way. 6. When the above information has been reviewed by the city, the applicant shall be notified that the file is complete and informed of the date and time of council meeting. 7. The applicant shall be responsible for all mailing postage fees and costs to cover all notification and legal publications costs for requests that demonstrate adequate justification and that reach the public notification stage. 8. The city council may, at its sole right and option, elect to close, abandon, vacate, or alter right-of-way for a sum equal to the present market value. 9. Upon city council approval, the applicant shall be required to pay to the city the value of the right-of-way closed, abandoned, vacated or altered as determined by the appraisal. This request is not for the sale of city-owned property. Rather, this is a request for the City to abandon an easement. Per city ordinance, the applicant pays the City to abandon the right-of- way easement, thus not legally required for competitive bid. BACKGROUND AND FINDINGS: Donny Shellenbarger, owner of Speedy Stop Food Stores, LLC filed a request to abandon, vacate and close a 0.574 -acre portion of Sandy Dollar, beginning at the south right-of-way of State Highway 361 on January 23, 2023. These 25,004 feet segments of Sandy Dollar Avenue are unimproved and currently not utilized by the public. Prior to submission of the application, Mr. Shellenbarger coordinated with Development Services Department an early assistance meeting to discuss the development of a Speedy Stop that will contribute to the Lake Padre Development in District 4. The petitioner is interested in purchasing the land that includes the unimproved right- of-way to build a private street to facilitate his shipments to his business. A review of the street closure request was conducted by City Departments and external Public Utility Companies to determine public interest. The closing, abandonment and vacation of a section of the improved street will be conditioned upon the Owners' compliance with the following requirements: • Payment to the City of$380,000.00 for the Fair Market Value (FMV) of the improved and unimproved right-of-way pursuant to Corpus Christi Code 49-12. • A 50' Utility Easement is retained in favor of the City. • Upon approval by the City Council and issuance of the ordinance, all grants of the public street right-of-way closures will be recorded at the Owners' expense in the real property Official Deed and Map Records of Nueces County, Texas within 180 calendar days. ALTERNATIVES: The alternative is to deny the closure, abandonment, and vacation of request portion of Sand Dollar Avenue. FISCAL IMPACT: If the City agrees to release this portion of public right-of-way, Donny Shellenbarger, petitioner, is responsible for paying the City the Fair Market Value (FMV) of $380,000.00 for the acquired property. Funding Detail: Fund: N/A Organization/Activity: N/A Department: N/A Project # (CIP Only): N/A Account: N/A RECOMMENDATION: City staff recommend approval of the ordinance to abandon, vacate and close a 0.574 acres tract (25,004 square feet) of improved public right-of-way identified as Sand Dollar Avenue. LIST OF SUPPORTING DOCUMENTS: Ordinance Exhibit Appraisal PowerPoint Presentation Ordinance abandoning, vacating and closing 0.574 acres of unimproved public right-of-way for the Fair Market Value of $380,000.00 identified as Sand Dollar Avenue, a portion of Block 27 Padre Island No. 1, conditioned on petitioner, Donny Shellenbarger, meeting specified conditions. WHEREAS, Donny Shellenbarger, owner of Speedy Stop Food Stores, LLC (adjacent property), is requesting the closure, abandonment and vacation of a portion of Public Unimproved Right of Way known as Sand Dollar Avenue, being the northeast corner of Lot 12B, Block 27, Padre Island No. 1 ; WHEREAS, with proper notice to the public, a public hearing was held during a meeting of the City Council, during which all interested parties and citizens were allowed to appear and be heard; WHEREAS, it has been determined that it is feasible and advantageous to the City of Corpus Christi to close, abandon and vacate unimproved public right-of-way identified as Sand Dollar Avenue, as shown in Exhibit A, subject to compliance by the Owner with the conditions specified in this ordinance. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City hereby closes, abandons and vacates the 0.574 acres of unimproved public right-of-way identified as Sand Dollar Avenue, being the northeast corner of Lot 12B, Block 27, Padre Island No. 1, less a 50' utility easement, expressly conditioned on Owners' compliance with the conditions specified in Section 2 of this ordinance. SECTION 2. The closing, abandonment and vacation of a section of the improved street described in Section 1 of this ordinance is expressly conditioned upon the Owners' compliance with the following requirements: a. Payment to the City of$380,000.00 for the fair market value of the improved and unimproved right of way pursuant to Corpus Christi Code 49-12. b. A 50' Utility Easement is retained in favor of the City. c. Upon approval by the City Council and issuance of the ordinance, all grants of public street right-of-way closures must be recorded at the Owners' expense in the real property Official Deed and Map Records of Nueces County, Texas, in which the affected property is located, with a copy of the recording provided to the City. Failure to record as required by this Ordinance within 180 calendar days will hereby make this Ordinance null and void. d. Failure to comply with all the conditions outlined in this Ordinance will hereby make the Ordinance null and void. Introduced and voted on the day of , 2024. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary w V) o O _ 0 0 C14 «+ Do M)-.. -- ID �kll 2 s U,oTcc as •c T � � z © -� an T n .M�o > qtDIH a11)}S D I ON�Zo P3UDISr¢I II�III qOA Qco m � O4 oN ° � o � o av 4. V � � ° o cj � U 1 o, Ir- - - z t) O J � UO I I ' L U) ) J ¢ CS I^ O J fJcn N ,Q+ O U Q > Qo w L , 0 U � Iu� m SIN o � v r oo F- (I) 0 LZ _ N(0 N N N 0+1 � Np QU4- O NOS} J J D i Q O r r� SSDdWO'J v L r _O W J O F- O N E-- a-I v I 78.9Z IZ +' c� J 0 z 0OCV � Z Q _ o `Du� d N Z N n O a ® Q UpN � N O d 0 C (n00L a Q C J Np 4 Ems. Z O N a—,in I Q Ma wm rrry w' �' Q) O s N coF- ' 0 Um 05 U3 w N —W ° m � MURRAY BASS, IR.. V.E.,R.P.L.S, 3054 S. ALAWDA.. zits 78404 NIXON M. WELSH, P.E..R.P.L.S. 301 882-5521-- F:1X 361 882-1205 wutv.lrtss u'clsh.cont e-mail: murrav rf aolxont C-mail: nixnnvl P gmail.cunt BASS & WELSH ENGINEERING TX Registration No. F-52 Survey Registration No. 100027-00 P.O. Box 6397 Corpus Christi, TX 78466-6397 July 20, 2021 Field Note Description Street Closure Being a tract situated in Corpus Christi, Nueces County, Texas,over and across a portion of Block 27, Padre Island No. 1, as shown on the map thereof recorded in Volume 13 at Page 2 of the Map Records of Nueces County, Texas, said street formerly designated "Tortugas Avenue" now called "Sand Dollar Avenue", and being more particularly described by metes and bounds as follows: BEGINNING at a point in the south right-of-way line of State Highway 361,the northeast corner of Lot 12B, Block 27, Padre Island No. 1 as shown on the heretofore referenced map of Padre Island; THENCE S 89035'20"E along the south right-of-way line of State Highway 361, a distance of 50.00 feet to a 518 inch iron rod set for the northeast corner of this tract, said point being in the south boundary of a 201,21 acre tract out of Tract C and D, Padre Island No. 1,as described in the document recorded under Clerk's File No. 2014002762, Official Public Records of Nueces County, Texas; THENCE S 00028'12"W along the west boundary of said 201.21 acre tract a distance of 500.11 feet to a 518 inch iron rod set for the southeast corner of this tract, said point being an interior corner of the 201.21 acre tract; THENCE N 89030'32" W along the boundary of the 201.21 acre tract a distance of 50.00 feet to a 5/8 inch iron rod set for the southwest corner of this tract, said point being the most easterly southeast corner of Lot 21, Block 27, Padre Island No. 1, as shown on the map thereof recorded in Volume 60 at Page 143 of the Map Records of Nueces county Texas; THENCE N 00028'12" E along the east line of said Lot 21 at 350.04 feet pass the northeast corner of Lot 21 and the southeast corner of Lot 14B, Block 27, Padre Island No. 1 as shown on the map thereof recorded in Volume 13 at Page 2 of the Map Records of Nueces County,Texas,and in all a distance of 500.04 feet to the POINT OF BEGINNING forming a tract embracing 25,004 square feet(0.57 acres). OFCT y ; �j MURRAY BASS, JR. Mur ay Bass, Jr. ,P.L.S. r.................V... su �4te Note:Basis of Bearing is State of Texas Lambert Grid,South Zone, NAD 1983 MBJ:sab 18004-Field Note Desc.doc EXHIBIT "A" Page 1 of 1 W Q-' STATE HGHWQY 361 N U LiW S89'35'20"E Cif 8 N �� a- CN 50.00' w U m00 m ca \ O iD� ; N �- m o o sa' pow CIA z o ff, > � aL LO z OW II 41 M a wLLJ a 0 W Z N II 11 Ix L �~ Ld o MNo V f--� o z 4 v LO p luui pp ppp Z W CV z � w a W > Li F—� N w coo < � N Q �co � W CN Er- 0 M L r y W !�1 •- y CN OD Q II •--1 l(l(\J\I\I O �//♦\j O N lug !� O O Z o Z (n VV) ,2 04 o ¢Li (Y Q C XLi � NQ 0U E ms o r O coco Qd C]z It : �-0 vLoZ o p 4 • uj o NNp n ID zC30 U. w �t�, c� N N QN�iQ e00.0g WQ W } N 4.` � S (nU(o 00 Do� srZZ�OL CJ�IV c d O,• c�. .C7 �� `� ••V � LO Q acaloom �o - of m � w V) o O _ 0 0 C14 «+ Do M)-.. -- ID �kll 2 s U,oTcc as •c T � � z © -� an T n .M�o > qtDIH a11)}S D I ON�Zo P3UDISr¢I II�III qOA Qco m � O4 oN ° � o � o av 4. V � � ° o cj � U 1 o, Ir- - - z t) O J � UO I I ' L U) ) J ¢ CS I^ O J fJcn N ,Q+ O U Q > Qo w L , 0 U � Iu� m SIN o � v r oo F- (I) 0 LZ _ N(0 N N N 0+1 � Np QU4- O NOS} J J D i Q O r r� SSDdWO'J v L r _O W J O F- O N E-- a-I v I 78.9Z IZ +' c� J 0 z 0OCV � Z Q _ o `Du� d N Z N n O a ® Q UpN � N O d 0 C (n00L a Q C J Np 4 Ems. Z =ENO N a—,in I Q Ma wm rrry w' �' Q) O s N coF- ' 0 Um 05 U3 w N —W ° m � MURRAY BASS, IR.. V.E.,R.P.L.S, 3054 S. ALAWDA.. zits 78404 NIXON M. WELSH, P.E..R.P.L.S. 301 882-5521-- F:1X 361 882-1205 wutv.lrtss u'clsh.cont e-mail: murrav rf aolxont C-mail: nixnnvl P gmail.cunt BASS & WELSH ENGINEERING TX Registration No. F-52 Survey Registration No. 100027-00 P.O. Box 6397 Corpus Christi, TX 78466-6397 July 20, 2021 Field Note Description Street Closure Being a tract situated in Corpus Christi, Nueces County, Texas,over and across a portion of Block 27, Padre Island No. 1, as shown on the map thereof recorded in Volume 13 at Page 2 of the Map Records of Nueces County, Texas, said street formerly designated "Tortugas Avenue" now called "Sand Dollar Avenue", and being more particularly described by metes and bounds as follows: BEGINNING at a point in the south right-of-way line of State Highway 361,the northeast corner of Lot 12B, Block 27, Padre Island No. 1 as shown on the heretofore referenced map of Padre Island; THENCE S 89035'20"E along the south right-of-way line of State Highway 361, a distance of 50.00 feet to a 518 inch iron rod set for the northeast corner of this tract, said point being in the south boundary of a 201,21 acre tract out of Tract C and D, Padre Island No. 1,as described in the document recorded under Clerk's File No. 2014002762, Official Public Records of Nueces County, Texas; THENCE S 00028'12"W along the west boundary of said 201.21 acre tract a distance of 500.11 feet to a 518 inch iron rod set for the southeast corner of this tract, said point being an interior corner of the 201.21 acre tract; THENCE N 89030'32" W along the boundary of the 201.21 acre tract a distance of 50.00 feet to a 5/8 inch iron rod set for the southwest corner of this tract, said point being the most easterly southeast corner of Lot 21, Block 27, Padre Island No. 1, as shown on the map thereof recorded in Volume 60 at Page 143 of the Map Records of Nueces county Texas; THENCE N 00028'12" E along the east line of said Lot 21 at 350.04 feet pass the northeast corner of Lot 21 and the southeast corner of Lot 14B, Block 27, Padre Island No. 1 as shown on the map thereof recorded in Volume 13 at Page 2 of the Map Records of Nueces County,Texas,and in all a distance of 500.04 feet to the POINT OF BEGINNING forming a tract embracing 25,004 square feet(0.57 acres). OFCT y ; �j MURRAY BASS, JR. Mur ay Bass, Jr. ,P.L.S. r.................V... su �4te Note:Basis of Bearing is State of Texas Lambert Grid,South Zone, NAD 1983 MBJ:sab 18004-Field Note Desc.doc EXHIBIT "A" Page 1 of 1 W Q-' STATE HGHWQY 361 N U LiW S89'35'20"E Cif 8 N �� a- CN 50.00' w U m00 m ca \ O iD� ; N �- m o o sa' pow CIA z o ff, > � aL LO z OW II 41 M a wLLJ a 0 W Z N II 11 Ix L �~ Ld o MNo V f--� o z 4 v LO p luui pp ppp Z W CV z � w a W > Li F—� N w coo < � N Q �co � W CN Er- 0 M L r y W !�1 •- y CN OD Q II •--1 l(l(\J\I\I O �//♦\j O N lug !� O O Z o Z (n VV) ,2 04 o ¢Li (Y Q C XLi � NQ 0U E ms o r O coco Qd C]z It : �-0 vLoZ o p 4 • uj o NNp n ID zC30 U. w �t�, c� N N QN�iQ e00.0g WQ W } N 4.` � S (nU(o 00 Do� srZZ�OL CJ�IV c d O,• c�. .C7 �� `� ••V � LO Q acaloom �o - of m � e I e , � e - ' ' LPA pop APPRAISAL REPORT 0.57-ACRE RIGHT-OF-WAY ABANDONMENT 1461 Aa South Padre Island Drive, Corpus Christi, Nueces County, Texas 7VT11 8 4W Y �S 'rM 74�2L CLIENT CL THOMAS, INC/SPEEDY STOP AND CITY OF CORPUS CHRISTI December 12, 2023 Donny Shellenbarger CL THOMAS, INC/SPEEDY STOP - 361.571.3076 t rra2� ���rti-� DShellenbarger@CLThomas.com 0.57-ACRE RIGHT-OF-WAY ABANDONMENT4L 14614 South Padre Island Drive Corpus Christi, Nueces County,Texas 78418 In accordance with your request and authorization,we have completed an Appraisal Report of the captioned property for the purpose of developing an opinion of the market value of the subject property. It is our intent to comply with 12 CFR,Subpart C-Subsection 34.42(g), Department of the Treasury,Office of the Comptroller of the Currency, as well as the Uniform Standards of Professional Appraisal Practice (USPAP) and FIRREA. It should be noted that the undersigned have experience in appraising properties considered similar to the subject, in the subject market area, and therefore comply with the Competency Rule as outlined in USPAP. The following report, plus the Addenda, sets forth our findings and conclusions. Maps, plats and photographs that are considered essential to explain the reasoning followed in making the appraisal have been included and the conclusions are expressed therein.Also,no hazardous materials or waste were noted upon inspection of the subject property.Please refer to the Basic Assumptions and Limiting Conditions section of this report. USPAP Standards Rule 1-2(h) states that an appraiser must identify the scope of work necessary to complete an assignment.The scope of work is acceptable when it is consistent with: (1)the expectations of participants in the market for the same or similar appraisal services; and (2) what the appraiser's peers' actions would be in performing the same or similar assignment in compliance with USPAP. In the case of the subject property, both of these USPAP criteria have been met. NOTEWORTHY POINTS ■ The subject is an unimproved right-of-way currently owned by the city of Corpus Christi known as Sand Dollar Avenue that consists of 0.574-acre (25,004 SF). ■ Given the limited utility of the property as a standalone parcel, the "Across the Fence" valuation method is utilized whereby the subject is assembled with the adjacent 4.65-acre tract to form a more suitable 5.224-acre tract as described herein. ■ It is noted that the Sales Approach was utilized for this report. Given the limited utility of the property as a standalone parcel,the "Across the Fence"valuation method is utilized to develop an opinion of market value and has been utilized for this analysis. For purposes of this appraisal report, the subject property is assembled with the adjacent tract to form a more usable parcel being 5.224-acres (227,558 SF), referred herein as the "Whole Property".The omission of the Cost and Income Approaches to value is not considered to,in any way, reduce the reliability of the value conclusions herein. The Cost Approach was not considered applicable due to the lack of improvements located on the subject site. The Income Approach was not considered to be applicable given the subject is a non-income producing property. The appraisal, subject to the assumptions and limiting conditions as expressed herein and conducted according to the Uniform Standards of Professional Appraisal Practice, led us to develop the opinion of market value of: VALUE CONCLUSION Status Interest Date Value As Is Fee Simple December 11,2023 $380,000 Support and explanation for our value conclusion is explained in detail in the contents of the attached report.It has been a pleasure to assist you, and if we can be of service to you in the future, please let us know. Lowery Property Advisors, LLC /#- . G,t/Ut.4.4- MARIO CARO,MAI,AI-GRS,SR/WA JEFFREY K. WALTERS Texas State Certified General Real Estate Appraiser Texas State Certified General Real Estate Appraiser Certificate No.TX1334889-G Certificate No.TX1380924-G mario@lowerypa.com jeff@lowerypa.com BOBBIE J. GARZA JR Texas State Appraiser Trainee Certificate No.TX1343392 bgarza@lowerypa.com IA I CONTENTS SALIENTDATA................................................................................................................................................................... 1 SUBJECTPHOTOS ............................................................................................................................................................. 2 INTRODUCTION ................................................................................................................................................................ 4 SCOPEOF WORK............................................................................................................................................................. 5 REGIONAL......................................................................................................................................................................... 6 NEIGHBORHOOD........................................................................................................................................................... 11 DEMOGRAPHICS............................................................................................................................................................ 17 ECONOMICUPDATE...................................................................................................................................................... 20 SITEDESCRIPTION........................................................................................................................................................... 27 PROPERTYHISTORY ........................................................................................................................................................ 35 REALESTATE TAXES......................................................................................................................................................... 36 HIGHEST & BEST USE ....................................................................................................................................................... 37 LANDVALUATION .......................................................................................................................................................... 40 RECONCILIATION........................................................................................................................................................... 51 MARKETING / EXPOSURE TIME ...................................................................................................................................... 52 ASSUMPTIONS & LIMITING CONDITIONS...................................................................................................................... 53 CERTIFICATION ............................................................................................................................................................... 55 ADDENDUM.................................................................................................................................................................... 56 T SALIENT DATA CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT SALIENT DATA GENERAL Dates of Valuation December 11, 2023"As Is" Date of Inspection December 11, 2023 Property Rights Fee Simple SITE Location The subject property is located on the south line of State Highway 361, east of Park Road 22. The address associated with the subject is 14614 South Padre Island Drive, Corpus Christi, Nueces County,Texas 78418. Site Description According to the provided survey, the subject site is 0.574-acre (25,004 SF). Given the limited utility of the property as a standalone parcel of the subject property, the "Across the Fence" valuation method is utilized to develop an opinion of market value and has been utilized for this analysis. For the purposes of this appraisal report, the subject property is assembled with the contiguous tract adjacent to the subject containing 4.650-acres (202,554 SF) to form a more usable parcel of 5.224-acres (227,558 SF) referred herein as the "Whole Property"; the reader is referred to the highest and best use section for further explanation and analysis. The subject is long and narrow in shape with a generally level topography; however, the as assembled parcel is generally rectangular in shape. According to FEMA flood maps 100% of the subject property is Zone AE, an area within the 100-year flood plain. Reader is referred to the Site Description section for further details. Legal Description Being a 0.57-acre portion of Block 27, Sand Dollar Avenue Street Closure, in the city of Corpus Christi, Nueces County, Texas. Zoning "CR-2"-Commercial Resort District IMPROVEMENTS General Description None. HIGHEST & BEST USE As Vacant For use in conjunction with the adjacent 4.65 acres (202,554 SF) property to form an economic unit suitable for commercial or retail development. LPA 2023.12.78 PAGE 1 SALIENT DATA CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT SUBJECT PHOTOS .�aaC*�.7r us: +.�.3`W� \ tiF",,�\.•r y vdd�` r t '. +i: Y�4. u� 2 fS a y rLMt , t + ti< �nF, F t t tk �eSt •r r•� r � vy, v u.� t ,.n 5' v _r T10d:I �t °{fia X V •'.. l $$$... L16►.nt, i .�' L$ v`C�i'i�'�S xaa+y^�{t `}1 'th - sf � i� `��U� * v, r 477�f'e P � k R4 `F. 1 PCs 4� fy.5' r 7.' •� 1, �tir .��. x +�k y.�.•t.5'/ f.,r �i'� f� '� �r ` �_S. c F 4 F ��,y ,� ri ♦ . ii35wk'{�i�`��-''���' .s '�J^,!•�,w'ki:ii` .� _ t'�, t �i....��i#a�J.��'�kty4 l(�-..J,lk7�._�,c c• ��._.� �i'. •i_ �, - j tr .ti i 3 �' i Tf ) �• £J- y+ w4J - r, LPA 2023.12.78 PAGE 2 u� SALIENT DATA CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT +3 I r, "T'.---! __• ..ate ��,.. '''ray'"�j AERIAL L,, r - _ ,3• �... Iii ly i i i -f° '' i it1 ems.:• t'•n.l a id PROPOSED PARENT TRACT SUBJECT 1 ~ I rg • I 'I r. I! �..1 f,1 t rvI�w� S � ,r�'•1�l LPA 2023.12.78 PAGE 3 INTRODUCTION CORPUS CHRISTI•TEXAS cyy 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT INTRODUCTION This is an Appraisal Report, which is intended to comply with the reporting requirements set forth under Standards Rule 2-2(a) of the Uniform Standards of Professional Appraisal Practice for an Appraisal Report. Supporting documentation concerning the data, reasoning and analyses is retained in the appraiser's file. The depth of discussion contained in this report is specific to the needs of the client and for the intended use stated below. The appraiser is not responsible for unauthorized use of this report. Furthermore, as agreed upon with the client prior to the preparation of this appraisal, this is an appraisal as set forth by USPAP. j TYPE OF VALUE The value definition employed in this report is Market Value as defined in 12 CFR - Part 34.42 (FIRREA), Department of the Treasury, Office of the Comptroller of the Currency. Market value means the most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: • Buyer and seller are typically motivated; • Both parties are well informed or well advised, and acting in what they consider their own best interests; • A reasonable time is allowed for exposure in the open market; • Payment is made in terms of cash in US dollars or in terms of financial arrangements comparable thereto; and ■ The price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. Intended Use To determine Market Value for the right-of-way abandonment area Intended User CL Thomas, INC/Speedy Stop and The City of Corpus Christi Client CL Thomas, INC/Speedy Stop Interest Valued Fee Simple Date of Valuation December 11, 2023 "As Is" Date of Inspection December 11, 2023 Date of Report December 12, 2023 A� LPA 2023.12.78 PAGE 4 u t� SCOPE OF WORK CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT SCOPE OF WORK The scope of the assignment relates to the extent and manner in which research is conducted, data is gathered, and analysis is applied. In preparing this appraisal, the appraisers did the following: ■ Inspected the subject property. ■ Searched the applicable market area for comparable market data. We utilized multiple sources including but not limited to: Costar, LoopNet, area brokers, local MLS, as well as our proprietary database. ■ Interviewed landowners and local brokers familiar with the subject area and considered their insight of the current market and transactions; ■ Obtained information from surrounding counties and area jurisdictions regarding zoning, taxes, property history, flood plain, utilities, etc. ■ It is noted that the Sales Approach was utilized for this report. Given the limited utility of the property as a standalone parcel, the "Across the Fence" valuation method is utilized to develop an opinion of market value and has been utilized for this analysis. For purposes of this appraisal report, the subject property is combined with the contiguous tract adjacent to the subject to form a more usable assembled parcel being 5.224-acres (227,558 SF),referred herein as the "Whole Property".The omission of the Cost and Income Approaches to value is not considered to, in any way, reduce the reliability of the value conclusions herein. The Cost Approach was not considered applicable due to the lack of improvements located on the subject site.The Income Approach was not considered to be applicable given the subject is a non-income producing property. The inclusion or exclusion of approaches to value was determined by LPA and not our client. ■ To develop the opinion of value, the appraiser performed an appraisal process, as defined by the Uniform Standards of Professional Appraisal Practice. Extraordinary Assumptions & Hypothetical Conditions It is emphasized that per USPAP, "the use of extraordinary assumptions and or hypothetical conditions may have affected assignment results." These terms are defined as follows: Extraordinary Assumption, "an assignment-specific assumption as of the effective date regarding uncertain information used in an analysis which, if found to be false, could alter the appraiser's opinions or conclusions." This report is made with the following extraordinary assumption(s): ■ None. Hypothetical Condition, "a condition, directly related to a specific assignment, which is contrary to what is known by the appraiser to exist on the effective date of the assignment results, but is used for the purpose of analysis." This report is made with the following hypothetical condition(s): ■ None. LPA 2023.12.78 PAGE 5 REGIONAL CORPUS CHRISTI-TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT REGIONAL The subject is located in the Corpus Christi Metropolitan Statistical Area (MSA) which is located on the Texas Gulf Coast, approximately midway between Houston and the Mexican border. It is 200 miles southwest of Houston, 200 miles south of Austin, 130 miles southeast of San Antonio and 130 miles north of the Mexican border.The MSA covers three counties-Aransas, Nueces, and San Patricio.(13F r-} ulrrtur latl Ire'.• Ranch-:Ong r, Fdcraan Dcl sr:btc.nra Rc.4F.n f armalaa lvJ rat rJ/ nri-r. i•I �) I ni t: J� 6t�Cr Qton ay Psdln „ i I i (Wi; i —C41I)ll>CfIf15_11 Ru�sterry, l>=,s I G ^ L3 ValgTdila®' 1�! ' 1.u'l,1t,• Na \ (f_) island � I rrrn GUM, ' R'Is!17 Paborl'a Io Allu 1 ' /Llrll►a LLFf '♦ , f chop r II DEMOGRAPHICS According to Esri, the 2021 population estimate of the Corpus Christi Metropolitan Area is 442,600, making it the 7th largest metropolitan area in the Texas. Based on that estimate, the area gained approximately 5,300 new residents between 2020 and 2021,The main industries of the area include military, oil production,shipping, and construction. Leisure and hospitality industries are also important to the area, as the coast attracts many tourists. A� LPA 2023.12.78 PAGE 6 u t� REGIONAL CORPUS CHRISTI-TEXAS 4 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT ECONOMICS Corpus Christi MSA Corpus Christi's job growth has decelerated since last summer and the metro area is now advancing a bit more slowly than the U.S. Total employment returned to its pre-pandemic level in January, about a half year later than the nation. Manufacturing and financial services are leading the way, significantly outperforming their respective national totals. However, most other industries are underperforming. The unemployment rate has steadily trended down to 4.4%and is now approximately equal to the precrisis rate. However, part of the reason is that the labor force declined during the past year, compared with the gain nationally, and remains below where it was in early 2020.As elsewhere in the country,the housing market has weakened considerably. The energy industry will face headwinds this year, adding uncertainty to the near-term outlook for related manufacturing.The West Texas Intermediate oil price has dropped more than $15 per barrel over the past half year to the low$70 range. As a result, the number of active Texas drill rigs has leveled off, potentially reducing demand for locally produced equipment and supplies needed for exploration. According to the Dallas Fed Energy Survey, drilling activity was down significantly in the first quarter of 2023. However, the breakeven for new drilling is in the low $60 per barrel range, so the industry should avoid a collapse barring a recession that would substantially lower energy demand. Although employment in transportation and logistics trended down over the past year and could weaken further in the near term, longer term, there are upside prospects for the industry. For one thing, the Port of Corpus Christi handled record tonnage in the first quarter of 2023, led by shipments of crude oil, refined products, and liquefied natural gas. Moreover,the latter should grow in coming years, boosted by both supply and demand factors. On the supply side, Cheniere is building a 12 million ton per year expansion of its local liquefaction facility, expected to go online in 2025. On the demand side, in response to Russia's invasion of Ukraine, most recently the EU has stated that it will ban Russian gas imports on routes where Moscow has already cut supplies. Consequently, the need for alternative sources will grow. In 2022, the U.S. became the world's second-largest exporter after Qatar. Residential construction dropped substantially during 2022, and despite a modest rebound in early 2023, it will remain subdued for the rest of the year. New permits for single-family homes are down by 50%, compared with a national decline of about 33%. On the positive side, house prices have performed better than elsewhere, rising slightly since last fall in contrast with the national decline. However, the increase in mortgage rates caused affordability to fall as much as elsewhere. LPA 2023.12.78 PAGE 7 REGIONAL CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT Several factors will limit prospects in the long term. First, because the share of high-wage jobs is only half the national share, out-migration in search of betterjobs has resulted in population loss over the past several years. This limits the attractiveness of the metro area to prospective employers considering relocation. Strengths ■ Port's strategic gulf location is ideal for trade and exports. ■ Low cost of living and Gulf of Mexico location attract retirees and tourists. Weaknesses ■ Low educational attainment and relative geographical isolation reduce the attractiveness to prospective employers. ■ The heavy reliance on international trade adds cyclicality to the outlook. 2018 2019 2020 2021 2022 INDICATORS 2023 2024 2025 2026 2027 28.1 27.1 25.4 27.5 26.9 Gross metro product (C12$bil) 27.0 27.5 28.2 29.1 30.0 2.8 -3.4 -6.2 8.1 -2.1 %change 0.3 1.7 2.8 3.2 3.0 193,2 193.9 181.3 183.9 190.3 Total employment (ths) 193.9 195.6 197.5 198.9 200.3 0.3 0.3 -6.5 1.4 3.5 %change 1.9 0.9 1.0 0.7 0.7 5.0 4.3 9.1 7.1 4.9 Unemployment rate (%) 4.4 4,1 4.2 4.2 4.2 2.1 6.1 4.1 7.9 2.1 Personal income growth (%) 6.1 4.6 4.4 4.5 4.4 54.3 55.5 57.3 60.0 62.0 Median household income ($ths) 64.3 66.3 68.6 71.0 73.5 446.5 445.7 446.0 447.8 451.5 Population (ths) 454.7 457.4 459.9 462.5 465.0 -0.5 -0.2 0.1 0.4 0.8 %change 0.7 0.6 0.6 0.6 0.6 -3.9 -2.5 -0.6 1.7 3.3 Net migration (ths) 2.2 1.6 1.5 1.6 1.7 1711.0 1842.0 1819.0 2423.0 1912.6 Single-family permits (#) 1418.0 1441.8 1619.6 1717.4 1698.9 16.0 214.0 277.0 366.0 296.2 Multifamily permits (#) 474.4 510.8 502.7 501.9 484.4 213.1 219.7 229.8 257.3 294.5 FHFA house price (1995Q1=100) 298.4 286.1 279.2 281.5 287.1 �� LPA 2023.12.78 PAGE 8 u t� REGIONAL CORPUS CHRISTI•TEXAS ' 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT MAJOR ATTRACTIONS Corpus Christi is a popular tourist destination because of its mild climate and location. It is the most frequented vacation destination in Texas with 10.61 million annual visitors.Most visitors are the traditional summer beach visitors and "Winter Texans" which pump an estimated $1.35 billion annually into the local economy. Corpus Christi convention activity is focused in the area at the north end of Shoreline Boulevard near the Harbor Bridge. The American Bank Center Convention Center events support a number of hotels in the downtown Bay Front area.The center(located at 1901 N. Shoreline Boulevard-north of IH 37 and east of US 181) opened in late 2004 and features a 2,526-seat auditorium, a sports arena seating 10,500 and meeting and exhibition space.The sports arena is home to Corpus Christi's Ice-rays hockey team and the Texas A&M - Corpus Christi University basketball teams. Whataburger Field is home to the Corpus Christi Hooks, the Double-A affiliate of the Houston Astros. TRANSPORTATION Corpus Christi International Airport The Corpus Christi International airport serves the coastal bend of Texas. The four airlines that serve CCIA are American, Southwest, and United Airlines. These airlines provide direct flights to both airports in Houston as well as in Dallas. Port of Corpus Christi The Intracoastal Waterway and the Port of Corpus Christi make Corpus Christi a major qw_ I transportation and bulk cargo center.The port is the 8th largest in the nation in terms of annual votonnage and is located mid-way along the Texas coast on the Gulf of Mexico (approximately 150 miles north of the United States/Mexico border) just north of IH 37 and the Central Business District (CBD). Low-cost barge transportation is available on this 1,177-mile waterway that links Corpus Christi with 9,812 miles of commercially navigable waterways in the mid-continent regions of the Mississippi River and its tributary systems as well as 2,500 miles of waterway along the Gulf of Mexico. The Texas Department of Transportation The main thoroughfares that serve the area are 1-37, which provides easy access to San Antonio, State Highway 35, which connects the area to Houston, and US Highway 77, which ,apartmentconnects the area to the Rio Grande Valley. Other important roadways include State ansporlatlon Highways 358 and 361, which connect the city to Padre Island. LPA 2023.12.78 PAGE 9 REGIONAL CORPUS CHRISTI•TEXAS ._ 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT CONCLUSION Corpus Christi will grow slowly, as uncertainties in the energy industry limit manufacturing. The housing market will rernain subdued. Longer term, weak population growth and other structural factors will hold back the metro area. LPA 2023.12.78 PAGE 10 NEIGHBORHOOD CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT NEIGHBORHOOD A neighborhood is typically a segment of a community, city or town which is a homogeneous grouping of individuals, buildings or business enterprises within the larger community. A neighborhood has three stages of life and possibly a fourth. They are (1) integration (the development stage), (2) equilibrium (the static stage), (3) disintegration (the declining or decaying stage), and possibly (4) a redevelopment or rejuvenation state or period and continuance of the neighborhood life cycle. MUSTANG ISLAND co Afuslang Island Access Road 213-1,9 corn„s cnr-su Naval Air Army Depot Slot ion ® ONa.ylodgI new Corp sChNStr Curpas R-1. A(1/Sf.ir'fl Gs BV an sinter�- NIUS61 9 s'Innd \ Slale Park H E 8 Plus- O VADRE ISLAND' e - Red Dot Pier, d (, JFK,CuuSe.ray b FLOUR BLUFF `o i 6 + I Waldron rld NOLF Corpus© Christi KOA Journey s... \^Iacd tt{L�r P" Lr s9 � r^ SUBJECT Jpt"nyeeaen9 O :Ja-ina F.Ledge��-ii I VIM cape Beacn I The Rock Depot® Nrhe,Balli Pa10.Q Horses on the Beach I as a• aP f,• a¢ LPA 2023.12.78 PAGE 1 1 I NEIGHBORHOOD CORPUS CHRISTI•TEXAS . ' 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT LOCATION The subject property is located in the City of Corpus Christi, Nueces County, Texas. The subject neighborhood is best defined by use patterns, as well as the location of major thoroughfares and natural boundaries. Neighborhood boundaries are generally defined as the land area within North Beach and by the Corpus Christi Bay and Corpus Christi ship channel to the north, Corpus Christi Bay to the east, McGee Beach to the south, and State Highway 286 to the west. GENERAL INFO Corpus Christi is a coastal city in the South Texas region, which is 130 miles southeast of San Antonio. Corpus Christi has a population of 327,423 people with a rnedian age of 35.7 and a median household income of$57,387. Between 2016 and 2021 the population of Corpus Christi grew from 325,734 to 327,423, a 0.52% increase and its median household income grew from $54,344 to $57,387, a 5.60% increase. This city is home to a number of popular destinations for both tourist and residents. Most of the local economy is driven by tourism and the oil and petrochemicals industry.The city's location provides opportunities for water sports and nature tourism. Some of the most visited attractions are located on North Beach, where the Texas State Aquarium and the USS Lexington Museum on the Bay are located. The Port of Corpus Christi, which is the fifth largest U.S. Port and deepest inshore port on the Gulf of Mexico, handles mostly oil and agricultural products. Corpus Christi is home to several institutions of higher learning such as Texas A&M University-Corpus Christi, De Mar College, and nurnerous vocational schools. The city has six school districts which provide primary and secondary education for residents. The market area is a combination of vacant land, single-family residential, retail, multifamily, office and industrial uses. Retail/commercial development is primarily located along major thoroughfares such as SH 358 (South Padre Island Drive), Residential uses are located on secondary thoroughfares. LPA 2023.12.78 PAGE 12 r V_ NEIGHBORHOOD CORPUS CHRISTI•TEXAS +K ' 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT CORPUS CHRISTI DOWNTOWN Corpus Christi's Downtown/Bayfront area has great hotels, some of the city's finest dining options, a marina and museums. The Marina Arts District in downtown features excellent eateries, art, original music and festivals. The Sports, Entertainment and Arts District (SEA District) is located at the southern edge of the Corpus Christi Ship Channel.The SEA District includes the Museum of South Texas,the Corpus Christi Museum of Science and History, Concrete Street Amphitheater and Hurricane Alley Waterpark, Whataburger Field, home to the Corpus Christi Hooks (Double-A affiliate of the Houston Astros), is also located in the SEA District. McGee Beach is located on the downtown seawall and offers a beach that is perfect for children and fishing along the jetties. The Mirador de la Flor is located on the Corpus Christi Bayfront Seawall which is located at the Peoples Street T-Head and is popular among tourists. Selena Quintanilla Perez was an acclaimed Tejano singer born in Corpus Christi whose life and r music touched the community and many people around the world. The life size-bronze statue was sculpted by H.W. "Buddy"' + - Tatum, a well-known Corpus Christi artist. Established in 1923, the Corpus Christi Yacht Club is located in Downtown Corpus Christi along Coopers Alley.The two-story private club is equipped with a full-service restaurant/bar and outdoor pool which hosts various events such as weddings, luncheons, and social l ` gatherings. The Yacht Club regularly hosts regattas and offers a Sy I I ( learn-to-sail program to both members and non-members between ages 6-18. This allows students to learn about water safety, rigging techniques, sailing skills, knots, and weather before venturing outside of the club's marina by the end of season. LPA 2023.12.78 PAGE 13 NEIGHBORHOOD CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT NAVAL AIR STATION CORPUS CHISTI v NAS Corpus Christi was commissioned on March 12, 1941 after a board found that a lack of training facilities capable of meeting an emergency demand for pilots constituted a grave situation. NAS CC provided intermediate flight training in World War II, training naval pilots to fly SNJ, SNV, SNB, OS2U, PBY, and N3N airplanes. In 1944 it was the largest naval aviation training facility in the world. The facility covered 20,000 acres, had 997 hangars, shops, barracks, warehouse and accessory buildings. Today, Training Air Wing FOUR produces approximately 400 newly qualified aviators each year via the "Maritime Pipeline" for shore-based US Navy, US Marine Corps and US Coast Guard fixed—wing jet and turboprop aircraft. Training Air Wing FOUR consists of four squadrons which handle training in the T-6B Texan II, a single engine turboprop aircraft and advanced training in the twin engine T-44C Pegasus aircraft. NAS Corpus Christi is also home to the Corpus Christi Army Depot, the largest helicopter repair facility in the world. NORTH BEACH DEVELOPMENTS North Beach is the home of Corpus Christi's top tourist attractions - The USS Lexington Museum and the Texas State Aquarium,which both attract approximately 800,000 visitors annually.The USS Lexington Museum is a World War II vintage aircraft carrier that now services as a naval aviation museum and educational facility. Commissioned in 1943, the carrier served the United States longer and set more records than any other carrier in the history of naval aviation. The Texas State Aquarium mission is to engage people with animals, inspire appreciation for our seas and support wildlife conservation, North Beach offers a good variety of places to eat and drink and awesome bayfront views, a 1.5-mile-long sandy beach, and Concrete Beachwalk. Two fishing jetties are located on North Beach at the north and south ends. LPA 2023.12.78 PAGE 14 NEIGHBORHOOD CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENTa In 2017, Frazier started planning Lighthouse I Pointe, a $25 million project at the tip of North Beach on the west side of U.S. Highway 181, across from the subject property.The complex will feature 159 luxury one, two, and tree-bedroom apartment �y.,�.,�. ; l; I it nA5Juvi units, eight townhomes, a marina, spa, A I I ' restaurant, chapel and a 136-foot Texas lighthouse.As of June 2022,the construction is still on going and is expected to be complete before the end of 2022. ACCESS Access to the subject neighborhood is considered good due to its close proximity to U.S. Highway 181 to the west. U.S. Highway 181 originates in downtown Corpus Christi and connects Corpus Christi to Portland and extends far northwest to San Antonio. Interstate 37 is to the south of the subject which provides a direct link to both Interstate Highway 35 and Interstate Highway 10 in San Antonio. Interstate 69E/ US Highway 77 connects the city to Brownsville to the south and Victoria and Waco to the north. Texas State Highway 44 is a main thoroughfare that connects Corpus Christi to Laredo and the western part of South Texas by way of Interstate 69W / US Highway 59, Interstate 35, and US Highway 83. The inner-city public transportation is provided by Corpus Christi Regional Transportation Authority with its bus route. Other primary thoroughfares include Highway 286 (Crosstown Expressway) and Highway 358 (South Padre Island Drive). UTILITIES The majority of the city of Corpus Christi is adequately served by all the typical utilities, including water, sewer, electric service, natural gas, septic and public telephone. Major utility companies servicing the neighborhood include the City of Corpus Christi and TXU Electric Company. NUISANCES & HAZARDS Nuisances and hazards are limited in the subject neighborhood. Vibration, smoke, smog, odors and intense noise are basically related to vehicular traffic along the major thoroughfares. As in any area, traffic density poses problems ranging from congestion to noise. These problems are not severe and are a natural part of most communities. LPA 2023.12.78 PAGE 15 NEIGHBORHOOD CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT LIFE CYCLE Each neighborhood has a unique and dynamic quality all its own, given man's unique imagination, design and development of an area. This quality is described as a "life cycle," which is identified in The Appraisal of Real Estate as evolving through the following four stages. Growth Neighborhood gains public favor and acceptance Stability Equilibrium without marked gains or losses Decline Diminishing demand Revitalization Renewal, modernization and increasing demand Overall, the subject neighborhood appears to be in the stability period of its life cycle. Land prices have increased. The immediate area is a well-established area within the city of Corpus Christi and is considered to be approximately 70% developed. Properties appear to range in age from new to over 50 years. CONCLUSION The subject neighborhood is located in Corpus Christi, Nueces County,Texas. Demand for virtually all types of real estate in this area has been mostly stable in recent years. The future growth of the neighborhood relies heavily upon the strength of the economy and the overall strength of the real estate market within the entire Corpus Christi area.The subject property displays good locational attributes in the defined neighborhood and should benefit from any positive economic conditions experienced by the immediate area. rA, LPA 2023.12.78 PAGE 16 u t� SAW. DEMOGRAPHICS CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT DEMOGRAPHICS The following pages summarize data generated by the STDB. esn' site map 14467-14499 TX-361 Prepared by Esri 14467-14499 TX-361,Corpus Christi,Texas,78418 LAItUde: 27.617;4 Rings: 5 mile radii Longitude: Zoos VF Ak Ailh % L; • / �� r P22 1 i Zy It >r • tq bM i 0 0.8 1.6 • I lli 1 • 1� zi t •1 _ . • Ilk N 4i•�4.:r _ "__'f 1� 41, LPA 2023.12.78 PAGE 17 DEMOGRAPHICS CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT yt4` iih • (; esri- Demographic and Income Profile 14467-14499 TX-361 Prepared by Esri 14467-14499 TX-361, Corpus Christi,Texas, 78418 Lolilud,�: 21.617;,1 Ring: 5 mile radius Longitude; -97.22008 Summary Census 2010 Census 2020 2022 2027 Population 13,876 15,165 15,697 16,216 Households 5,843 6,257 6,395 6,589 Families 3,852 - 4,050 4,188 Average Household Size 2.37 2.42 2.45 2.46 Owner Occupied Housing Units 4,001 - 4,693 4,899 Renter Occupied Housing Units 1,842 1,701 1,690 Median Age 44.2 47.0 47.2 Trends:2022-2027 Annual Rate Area State National Population 0.65% 0.88% 0.25% Households 0.60% 0.92% 0.31% Families 0.67% 0 96% o 0.28/o Owner HHs 0.86% 1.19% 0.53% Median Household Income 1.77% 2.93% 3.12% 2022 2027 Households by Income Number Percent Number Percent <$15,000 308 4.8% 216 3.3% $15,000-$24,999 320 5.0% 221 3.4% $25,000-$34,999 293 4.6% 191 2.9% $35,000- $49,999 407 6.4% 332 5.0% $50,000-$74,999 1,110 17.4% 1,001 15.2% $75,000-$99,999 823 12.9% 844 12.8% $100,000-$149,999 1,877 29.4% 2,233 33.9% $150,000-$199,999 538 8.4% 716 10.9% $200,000+ 719 11.2% 835 12.7% Median Household Income $97,556 $106,500 Average Household Income $121,292 $138,515 Per Capita Income $49,866 $56,818 Census 2010 2022 2027 Population by Age Number Percent Number Percent Number Percent 0-4 593 4.3% 611 3.9% 641 4.0% 5-9 668 4.8% 671 4.3% 711 4.4% 10- 14 837 6.0% 761 4.8% 770 4.7% 15- 19 788 5.7% 738 4.7% 733 4.5% 20-24 928 6.7% 750 4.8% 645 4.0% 25-34 1,615 11.6% 1,982 12.6% 1,739 10.7% 35-44 1,659 12.0% 1,983 12.6% 2,411 14.9% 45-54 2,350 16.9% 1,891 12.0% 1,951 12.0% 55 -64 2,340 16.9% 2,521 16.1% 2,274 14.0% 65-74 1,378 9.9% 2,331 14.91/a 2,426 15.0% 75-84 588 4.2% 1,155 7.4% 1,514 9.3% 85+ 132 1.0% 302 1.9% 400 2.5% LPA 2023.12.78 PAGE 18 DEMOGRAPHICS CORPUS CHRISTI-TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT • wesn" Demographic . . Income Profile 14467-14499 TX-361 Prepared by Es; 14467-14499 TX-361,Corpus Christi,Texas,78418 Latitude: 27.61734 Ring: 5 mile radius Longitude: -97.22008 Trends 2022-2027 3- 2.5- u L Q 2- C a� 1.5- ro 1 Area c 0.5 State USA I I i 0 Population Households Families Owner HHs Median HH Income Population by Age 16 14 12 u 10 c 0) 8- 6- 4 L.I 2022 2 ■ 20z7 0 I i I 0-4 5-9 10-14 15-19 20-24 25-34 35-44 45-54 55-64 65-74 75-84 85+ 2022 Household Income $50K-$74K $35K-$49K 17.4% 6.4% $25K-$34K 4.6% $15K-$24K $75K-$99K 5.0% 12.9% c$15K 4.8% $200K+ 11.2% $100K-$149K $150K-$199K 29.4% 8.4% LPA 2023.12.78 PAGE 19 ECONOMIC UPDATE CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT ECONOMIC UPDATE LPA is committed to monitoring the current economic environment. The following section analyzes several current economic factors such as the lingering effects of COVID-19, inflation, gas prices, supply chain issues, unemployment, etc. and the effects on commercial real estate. COVID-19 As COVID-19 began in 2020, unemployment reached a high of 14.7%. GDP declined 34% in Q2 2020, The CARES Act, enacted shortly after the beginning of COVID, was a shot in the arm of the U.S. economy. Throughout 2020 and as we entered 2021, the economy began to ease slightly. In 2021 the U.S. began offering four vaccines: Johnson & Johnson, Pfizer, Moderna, and Novavax. Although riddled with supply chain problems and closing businesses, the unemployment rate continuously decreased to 3.5%where it stands as of August 2022. GDP has increased since Q2 2020. The U.S, government has enacted various monetary and fiscal policies to assist the economy, such as $377 billion in emergency grants and loans for small businesses and decreasing the federal fund rate. Although the economy is recovering from COVID-19, these are still unpredictable times. Outlined below is a timeline of important events in the history of the pandemic. Jan 2020 The first instance of the coronavirus is seen in the U.S. Mar 2020 The World Health Organization declares COVID-19 a worldwide pandemic. Mar 2020 President Trump signs a$2 Trillion economic stimulus bill. Feb 2021 Pfizer, Moderna, and Johnson &Johnson vaccine all approved for emergency use. Mar 2021 Congress passes the American Rescue Plan, the largest stimulus bill to date. Mar 2022 The Federal Reserve raised interest rates for the first time since 2018 in order to combat rapid inflation. Jun 2022 U.S removes Covid testing requirement for travel into the United States. Feb 2023 White House plans to end COVID public health emergency in May 2023. May 2023 COVID-19 Public Health Emergency officially ended May 11 th in the U.S. Nov 2023 The newest variant, HV.1, arrives in the U.S. as it's currently responsible for 25%of new cases. LPA 2023.12.78 PAGE 20 ECONOMIC UPDATE CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT UNEMPLOYMENT The COVID-19 pandemic accelerated already emerging trends in slow labor force growth and higher demand for skilled labor. The number of jobless claims skyrocketed in March 2020, when the pandemic officially began, with official unemployment numbers reaching 23.1 million or 14.7%. Unemployment has steadily declined over the following months, with the unemployment rate as of July 2023 recorded at 3.5%, which is back to pre-pandemic levels. In 2022, US employers added a total of 4.5 million new jobs,which is the second strongest year in the past 40 years after 2021 . The majority of the new jobs were led by the leisure and hospitality industry as well as professional and business services. Despite the low unemployment rate and job creations, industries are still having problems being understaffed as people used COVID-19 to change jobs and careers,leaving holes in the industries they've left behind.Career changes and the need to work remotely have led to a worker shortage, especially in the food service and hospitality industries.The chart below shows the monthly unemployment rate since November 2020. UNEMPLOYMENT RATE 16.00% 14.00% 12.00% 10.00% 8.00% 6.00% 4.00% 2.00% 0.00% �N 04 N N N N N M M M M M M N N N N N N N N N N N N N N N N N N i i > > Q > C > j Q > C > Q > z -' °„' Z -' v; Z vOi Z Federal Reserve Bank of St. Louis LPA 2023.12.78 PAGE 21 ECONOMIC UPDATE CORPUS CHRISTI•TEXAS '`- 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT INFLATION Inflation has hit the United States hard since the beginning of 2021. Inflation is the rate of increase in prices over a given period of time. The most common form of measurement is the Consumer Price Index (CPI). This measures the percentage change in price over a "basket" of goods and services in households. According to the U.S Bureau of Labor Statistics, the annual inflation rate in the U.S. has slowed more than expected to 3.2% in July 2023 from an over 40-year high of 9.1% in June 2022. The below chart using data from the U.S. Bureau of Statistics shows the inflation rate over the last 40 years and the increase of inflation in the U.S. since April 2020, and the start of the COVID-19 pandemic. INFLATION SINCE 1981 14.00% 12.00% 10.00% 8.00% 6.00% 4.00% 2.00% 0.00% -2.00% -4.00% r n rn M L o. u� ^ o 00 � CA 00 CO D` O` Oi O� P O O O O O � N N > > > > > > > > > > > > > > > > > > > > > > O 0 O O 0 0 0 0 0 0 O 0 0 0 0 0 0 0 O O 0 0 Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z U.S. �;ure_tu ref ;Yuhsh<�� A LPA 2023.12.78 PAGE 22 u� ECONOMIC UPDATE CORPUS CHRISTI•TEXAS x 4 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT GAS PRICES Since the beginning of 2022, the national average has remained above the 3 years prior and indicates a downward trend. Prices dropped 32 cents in July, and 79 cents in August. After a historic 98-day streak of falling gas prices, the average rose a penny near the end of September. The longest streak was 115 days in 2014-2015. There are several complicated, important factors involved in the increase and decrease in gas prices over the last several months.The following chart shows the national average gas price per gallon of the prior 3 years. GAS PRICES SINCE 2019 $6.00 $5.00 $3.36 $4.00 t� $3.00 $2.00 $1.00 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 2019 -2020 2021 2022 2023 U.S. Energy Information Adlydnistrotion The sharp increase can be contributed to the Russia/Ukraine war as Russia is the 2nd largest exporter of oil in the world. Since beginning in February 2022, the Russia/Ukraine conflict has caused Russia to become heavily sanctioned, playing an important factor in the increase of gas prices. Although the U.S. is the world's leading gasoline producer, production has decreased since late 2019. Additionally, refineries closing at the beginning of COVID-19 have led to a decrease in operating oil refineries leading to higher demand than supply. Refineries increase their rates when demand is higher than supply due to the need of the product and the increased willingness of people to pay for that product. Some reasons for the sharp decrease in gas prices involve panic over inflation driving down prices, people driving less due to the high gas prices, and the Biden administration's release of emergency oil from the national stockpile. LPA 2023.12.78 PAGE 23 ECONOMIC UPDATE CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT INTEREST RATES Priaie Rote is individually determined by banks and often used as a reference rate (also known as the base rate) for several types of loans. Examples of the types of loans using this rate include credit card loans and small business loans. The prime rate is used by banks to lend to consumers and are fixed and typically do not change over extended periods of time. Secured Overnight Financing Rate is a benchmark interest rate that institutions utilize for business and consumer loans. The Secured Overnight Financing Rate (SOFR) is the dominant benchmark rate after the US LIBOR panels ended on June 30, 2023. Unlike its predecessor, SOFR incorporates actual lending transaction data amongst institutions making it a more reliable source. Federal Funds Rate is set by the Federal Open Market Committee (FOMC), This rate is the target at which excess reserves are lent and borrowed amongst commercial banks overnight. This rate influences short-term rates on credit cards and consumer loans as well as piquing investors' interest by impacting the stock market. INTEREST RATES r 0.00% 8.00% 6.00% 4.00% 2.00% 0.00% CT O O O O N N N N N N N N CV N N N N N N N CCN > 4 6) > 4 p) > Q & > Q T 6 > Z Q Z LL � Q Z LL 0 Z La) 0L 2 7 Z _SOFR —Fed Fund ®PRIME To combat higher than average inflation, rates began increasing in early 2022. Interest rates and capitalization rates generally move in tandem, Increased cost of capital commonly results in upward pressure on capitalization rates which can, but does not always, cause softening in the market. LPA is committed to monitoring and analyzing the impact of increasing interest rates. A� LPA 2023.12.78 PAGE 24 u� ECONOMIC UPDATE CORPUS CHRISTI-TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT BANKING Silicon Valley Bank became the 2nd largest bank collapse in U.S. history at the time (until First Republic Bank's collapse a month later) on March 1 Oth, 2023. After the largest bank run in U.S. history, SVB was seized by the Federal Deposit Insurance Corporation (FDIC), and then sold to First Citizens Bancshares. Signature Bank became the 3rd largest bank collapse in U.S. history at the time, following SVB's collapse days prior. Unable to bounce back from the combination of the crypto exchange FTX's collapse and SVB's collapse, Signature experiences a bank run and ultimately collapses. First Republic Bank is currently the 2nd largest bank failure in U.S. history, despite the banking industry's best efforts to save it. The almost $100 Billion dollars pumped into First Republic wasn't enough to prevent them from selling assets, ultimately being seized and sold. Mar 8 Silicon Valley Bank creates panic after announcing it sold$21 billion in securities at a loss Mar 9 Silicon Valley Bank clients withdraw$42 billion, creating the largest bank run in U.S. history Mar 10 As Silicon Valley Bank officially collapses,Signature Bank experiences a multi-billion dollar bank run Mar 1 1 The 1 1 largest U.S. banks give First Republic Bank$30 billion while JPMorgan Chase gives$70 billion Mar 12 Signature Bank is seized by the FDIC and assets sent to Signature Bridge Bank during the bidding process Mar 19 Signature Bridge Bank is bought by New York Community Bank and put under the Flagstar Bank subsidiary Apr 28 FDIC seizes control of First Republic Bank after it begins selling assets at a loss,causing stock to drop May 1 First Republic bank is officially closed and sold to JPMorgan Chase May 4 PacWest and Western Alliance announce they are exploring their options, affecting First Horizon bank and Metropolitan bank Aug 2 Heartland Tri-State Bank officially becomes Dream State Bank after closing Friday,July 281h. Nov 5 Citizens Bank of Sac City, Iowa closes due to loan losses and re-opens under Iowa Trust &Savings Bank LPA 2023.12.78 PAGE 25 ECONOMIC UPDATE CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT SUPPLY CHAIN As businesses re-opened due to the slowing of COVID-19, e-commerce accelerated the demand for products, which quickly outpaced the capacity of manufacturing plants. Businesses have begun to focus on near-sourcing materials closer to their manufacturing plants and ultimately closer to the end users. The need to decrease the demand and delays at ports and other entry points was a major reason for companies to focus more on manufacturing from home and less on importing goods and materials. The supply chain issues began in 2020 after computer processor chip manufacturers began slowing and shutting down operations due to the COVID pandemic, resulting in manufacturers not being able to keep up with the increased demand of computer electronics due to a large number of companies moving towards work from home policies. CONCLUSION The current economic environment is ever changing. As mentioned previously, LPA is working diligently to capture and analyze current market data to reliably quantify impacts on real property values, national and regional. As the situation evolves, LPA is committed to monitoring current events and how they impact the commercial real estate market. A L LPA 2023.12.78 PAGE 26 u r� SITE DESCRIPTION CORPUS CHRISTI-TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT SITE DESCRIPTION PHYSICAL Location The subject property is located on the south line of State Highway 361, east of Park Road 22. The address associated with the subject is 14614 South Padre Island Drive, Corpus Christi, Nueces County, Texas 78418. Legal Description Being a 0.57-acre portion of Block 27, Sand Dollar Avenue Street Closure, in the City of Corpus Christi, Nueces County, Texas. Size / Configuration / Flood Zone According to the provided survey, the subject site is 0.574-acre (25,004 SF).The subject is an unimproved right- of-way known as Sand Dollar Avenue which is approximately 50' X 500' in size. Given the limited utility of the property as a standalone parcel, the "Across the Fence" valuation method is utilized to develop an opinion of market value and has been utilized for this analysis. For the purposes of this appraisal report, the subject property is assembled with the tract adjacent tract owned by Speedy Stop containing 4.650-acres (202,554 SF) to form a more usable assembled parcel of 5.224-acres (227,558 SF) referred herein as the "Whole Property"; the reader is referred to the highest and best use section for further explanation and analysis. The subject is rectangular in shape with a generally level topography. According to FEMA flood maps 100%of the subject property is Zone AE, an area within the 100-year flood plain. According to the City of Corpus Christi's flood plain requirements, development within the flood zone is permitted if the finished floor of the improvements is a minimum of 18 inches (1.5 feet) above the base flood elevation and a permit for development is granted by the city of Corpus Christi. Frontage / Accessibility The subject's site is considered to possess adequate access to the traffic carrier, which is a primary traffic carrier for the area and is in good overall condition. Utilities Public water services and sewer services are provided by the subject's municipality.According to city officials, these utilities are sufficient for the development in the area. In addition, the city provides fire and police protection along with garbage pick-up. Electrical and natural gas are provided by the region's typical providers. At the present time, all utilities appear to be sufficient for area development patterns. LPA 2023.12.78 PAGE 27 SITE DESCRIPTION CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT LEGAL Zoning / Restrictions As mentioned previously, the subject property is zoned "CR-2" - Commercial Resort District by the city of Corpus Christi. The subject's zoning provides sufficient space in appropriate locations for all types of commercial, retail, and resort activity.The following excerpt from the city's Unified Development Code displays the permitted uses within the subject's zoning: COMMERCIAL DISTRICTS P=Permitted Use;L=Subject to Limitations; CN- CN- CG- CG- SUE=Special Use Exception;SP=Special 1 2 ON CR-1 CR-2 CR-3 1 2 CI CBD BP Standards Permit;[blank cell]=Not Permitted Commercial Uses Commercial Parking Uses[5.1.4.A] P P P P P P P P P P P Indoor Recreation Uses[5.1.4.B]except: P P SP P P P P P P P P ---Bar,tavern or pub L L L L L L L L 5.2.7 ---Smoking Lounge P P P P P P P P ---Sexually oriented business Isee ction 4.6.2 Office Uses[5.1.4.C] P P P P P P P P P P P Outdoor Recreation Uses[5.1.4.1)]except: SP SP P P P P P P SP P Commercial amphitheater SP SP SP SP SP SP SP SP Overnight Accommodation Uses except: P P P P P P P P P P P ---Bed and breakfast home L L L L L L L L L 5.2.8 ---Recreational Vehicle Park L L L L L L L 6.1.2 ---Truck stop w/overnight accommodations L L L L L L L 4.6.2 Restaurant Uses[5.1.4.1`] L L L P P P P P P P P 5.2.11 Retail Sales and Service Uses,sales-and service-oriented[5.1.4.G]Includes personal P P L P P P P P P P P 5.2.12 service uses except: Game Processing L L L L L L L L L P 5.2.25 Retail Sales and Service Uses,repair- P P L P P P P P P P P 5.2.13 oriented[5.1.4.G] Farmers market SP SP L L L L L L L L 5.2.9 Self-Service Storage Uses[5.1.4.1]except: L L L L L P 5.2.14 ---Boat and RV storage L L L L P 5.2.14 Vehicle Sales and Service Uses except: P P P P P ---Auto rental P P P P P P P p ---Car wash,hand-operated L L L P P P L P 5.2.21 ---Car Wash,Automated L L L L L P P P L P 5.2.21 ---Bicycle or watercraft rental P P P P P P P P ---Fuel sales L L L L L L L L L L 5.2.10 ---Vehicle service,heavy ---Vehicle service,limited L L L L L P P P P P 5.2.15 Water-Oriented Uses[5.1.4.J] P P P P p I p I P p The subject is a legal, conforming use. A� LPA 2023.12.78 PAGE 28 u t� SITE DESCRIPTION CORPUS CHRISTI•TEXAS ' 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT Easements / Encroachments It is noted the subject is currently an unimproved right-of-way known as "Sand Dollar Avenue" per the Metes and Bounds description/survey that is inserted in the Addenda.The subject site is encumbered by typical utility easements. Due to the general location of these easements, they are not considered detrimental toward development and/or the site's overall marketability. No other detrimental easements and/or encroachments were noted upon physical inspection of the subject tract. It should be noted, however, that if a current survey map determines that adverse easement exist, these factors might impact the market value and/or the marketability of the subject property.Therefore, it is assumed that no easements and/or encroachments exist, which would adversely affect the marketability or desirability of the site. CONCLUSION Given the physical and legal characteristics, the subject site is capable of being developed with a variety of commercial and retail uses when used in conjunction with the adjacent 4.65 acres (202,554 SF) property to form an economic unit being 5.224-acres (227,558 SF). LPA 2023.12.78 PAGE 29 SITE DESCRIPTION CORPUS CHRISTI•TEXAS y 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT AERIAL 5 SUBJECT Lj n� LPA 2023.12.78 PAGE 30 u� SITE DESCRIPTION CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT SIf;6. .M5 PLAT MAP 2111i1 2777M 2ma2 I I —1 PARENT TRACT 247555 247me 2MI01448 241e57 241655 1 531 241858 1521 24MW a 53 24MI 247662 241M3 247&34 Note: The Nueces County Appraisal District does not currently depict the proposed acquisition of the R.O.W abandonment. LPA 2023.12.78 PAGE 31 SITE DESCRIPTION CORPUS CHRISTI-TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT ZONING MAP i 2 Vs— Z W r PARENT TRACT SUBJECT I 3 CF v. g a CR•2 ,;;r i z i g I A� LPA 2023.12.78 PAGE 32 u r� SITE DESCRIPTION CORPUS CHRISTI•TEXAS ,T 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT Lei i +�t5' 1 SURVEY SPEEDY STOP FOOD STORES, LLC—OWNER LOT I LOT I LOT 148 II 13D 12B �Vn1J LOT 21 BLOCK 27 PADRE ISLAND #1 PADRE ISLAND1, VOL. 1 PG. 1-8(2) VOL. 60, PG. 143, M.R.N.C.T. M.R.N.C.T. 20' Y.R. I 1 Polo o of I 8" I.R. 809bming m Set 5 / NO 2 4 sal 5/8••LR 00 IFORIu1ERLY VORTUGAS AVENIUI l o o N SQ*28'12"W 11' o �[ Z Set 5/8• I.R. Scl 5/8" I.R. ITT LAKE PADRE DEVELOPMENT COMPANY, LLC—OWNER vn PADRE ISLAND 201.21 ACS OUT OF Ir!_ti1 TRACTS C & D & PADRE ISLAND NO 1 ��✓ DOC# 2014002762 vp D.R.N.C.T. sa a GRAPHIC SCALE 60 120 z+o MENNEEMMMEW O y ( 1N FEET ) 1 inch = 60 ft. • •••tP AREA r.............. .MURRAY . . ... STREET CLOSURE 25,004 SQ. FT. < °oF2128 �� 0.57 ACRES SAND DOLLAR AVENUE Propared by: BLOCK 27, PADRE ISLAND Job No: 18004 Boss & Welsh Engineering 3054 So. Nonneda St. Scale: 1"-60' Corpus Christi, Tx. 78404 No. 1 Date:8/16/22 (361) 882-5521 (phone) Drawing No: STREET—CLOSURE (361) 88ATION (fox) EXHIBIT "B„ Piatsoaie: 1:1 FIRM REGISTRATION N0. F-52 Sheet 1 of 1 LPA 2023.12.78 PAGE 33 SITE DESCRIPTION CORPUS CHRISTI•TEXAS :v 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT FLOOD MAP ' ; r7wrInxEn x - . . Iwo t. wo �e r _ 1k yNargiza z- 0300yard ? ao•le e o MAP DATA MAP LEGEND Powero by GoreLogi;a FEMA Special Flood Hazard Area:Yes Areas inundated by 500-year flooding Protected Areas Map Number:48355CO755G Zone:AE Areas inundated by 100-year flooding ® Floodway Map Date:October 13,2022 ❑ Velocity Hazard 0 Subject Area FIPS:48355 A LPA 2023.12.78 PAGE 34 u� PROPERTY HISTORY CORPUS CHRISTI•TEXAS - 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT PROPERTY HISTORY Ownership of the subject property is currently vested in The City of Corpus Christi, as evidenced by the client and The City of Corpus Christi. The subject has been under the same ownership for the prior three years from the date of appraisal. No further history was noted. LPA 2023.12.78 PAGE 35 REAL ESTATE TAXES CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT REAL ESTATE TAXES The subject property is located in the city of Corpus Christi, Nueces County, Texas. Due to the nature of this appraisal the subject property is owned by The City of Corpus Christi and is currently designated as a paper street. Thus, the subject has no tax account assigned to it. A LPA 2023.12.78 PAGE 36 u� HIGHEST&BEST USE CORPUS CHRISTI•TEXAS yam* 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT HIGHEST & BEST USE The Appraisal Institute defines highest and best use as follows: "The reasonably probable and legal use of vacant land or an improved property, which is physically possible, appropriately supported, financially feasible, and that results in the highest value." The four criteria the highest and best use must meet are: PHYSICALLY POSSIBLE LEGALLY PERMISSIBLE What uses of the site in question are What uses are permitted by zoning and physically possible? deed restrictions? FINANCIALLY FEASIBLE MAXIMALLY PRODUCTIVE Among the financially feasible uses that Which possible and permissible uses will are physically possible and legally produce a net return to the owner of the permissible, which use will produce the site? highest net return or the highest present worth? There are two types of highest and best use studies. The first is the highest and best use of the land or site as though vacant.The second is the highest and best use of the property as improved. The highest and best use of land or a site as though vacant assumes that the parcel is vacant or can be made vacant by demolishing any improvements. The question to be answered in this analysis is: If the land is, or were vacant, what use should be made of it? The highest and best use of a property as improved pertains to the use that should be made of an improved property in light of its improvements. Should it be maintained as it is, or be renovated, expanded, demolished, or partly demolished? Should it be replaced with a different type or intensity of use, or should it be held as an interim use? The improvements should be retained as long as they have some value and the return from the property exceeds the return that would be realized by a new use, after deducting the costs of demolishing the old building and constructing a new one. LP 2023.12.78 PAGE 37 HIGHEST&BEST USE CORPUS CHRISTI-TEXAS F 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT HIGHEST & BEST USE — AS IF VACANT Physically Possible According to the provided survey, the subject site is 0.574-acre (25,004 SF). Given the limited utility of the property as a standalone parcel,the "Across the Fence" valuation method is utilized to develop an opinion of market value and has been utilized for this analysis. For the purposes of this appraisal report, the subject property is assembled with the adjacent tract containing 4.650-acres (202,554 SF) to form a more usable assembled parcel of 5.224-acres (227,558 SF) referred herein as the "Whole Property". The subject is rectangular in shape with a generally level topography. According to FEMA flood maps 100% of the subject property is Zone AE, an area within the 100-year flood plain. According to the city's flood plain requirements, development within the flood zone is permitted if the finished floor of the improvements is a minimum of 18 inches(1.5 feet)above the base flood elevation and a permit for development is granted by the city of Corpus Christi. The address associated with the subject is 14614 South Padre Island Drive, Corpus Christi, Nueces County,Texas 78418.Accessibility to the site is via curb cuts along the traffic carrier. Overall,access is considered average. The property has all necessary utilities in place with the exception of public sewer services. The site is primarily surrounded by commercial and retail uses. Access to the subject's neighborhood is considered good clue to its location on a primary traffic carrier. The principle of conformity is an important consideration in determining the physically possible uses of a site. Conformity is the appraisal principle that holds that real property value is created and sustained when the characteristics of a property conform to the demands of its market. The styles and uses of the properties in an area may conform for several reasons, including economic pressures; the shared preferences of owners for certain types of structures, amenities,services; and the enforcement of uniform standards by zoning ordinances. Based on the subject's physical characteristics and the principle of conformity, the subject property comprised of 0.57-acre (25,004 SF) would be utilized in conjunction with the adjacent 4.650-acres (202,554 SF) property to forrn a 5.224 acre (227,558 SF) economic unit suitable for commercial or retail development. Legally Permissible As mentioned previously, the subject property is zoned "CR-2" - Commercial Resort District by the city of Corpus Christi. The subject's zoning provides sufficient space in appropriate locations for all types of commercial, retail, and resort activity. Other than zoning, no private deed restrictions were uncovered during a normal investigation,which would further limit the potential uses of the subject site. Nonetheless, a title policy is strongly suggested in order to guarantee the absence of adverse restrictions. No other legal restrictions or covenants were found to be imposed on the subject property at the time of the appraisal,which would further restrict its development. The site's zoning requirements support the physical indication that the subject's most probable use, as if vacant, is to be utilized in conjunction with the adjacent property to form an economic unit suitable for cormercial or retail development. LPA 2023.12.78 PAGE 38 u� HIGHEST&BEST USE CORPUS CHRISTI•TEXAS 3 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT Financially Feasible & Maximally Productive The prior consideration of physically possible uses and legally permissible does not significantly narrow the use of the subject property. Based on market data presented in this report, it appears that development of a commercial or retail use is likely feasible. After considering legal, physical and financial alternatives, it is our opinion that the highest and best use of the site as if vacant is to be utilized in conjunction with the adjacent property to form an economic unit suitable for commercial or retail development. LPA 2023.12.78 PAGE 39 LAND VALUATION CORPUS CHRISTI•TEXAS s 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT LAND VALUATION The principles of real estate appraisal are basic to the sales comparison approach; however, one of the most important is the principle of substitution. "As applied to the sales comparison approach, the principle of substitution holds that the value of a property tends to be set by the price that would be paid to acquire a substitute property of similar utility and desirability." The sales comparison approach is a method of estimating market value whereby a subject property is compared with comparable properties that have sold recently. One premise of the sales comparison approach is that the market will determine a price for the property being appraised in the same manner that it determines the prices of comparable, competitive properties. Essentially, the sales comparison approach is a systematic procedure for carrying out comparative shopping. As applied to real estate, the comparison is applied to the unique characteristics of the economic good that cause real estate prices to vary. A� LPA 2023.12.78 PAGE 40 u� LAND VALUATION CORPUS CHRISTI•TEXAS ;k;<-::• 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT II COMP MAP NA ]� Driscoll Chlldrens r� QHosjatal 111— nc Is All. COMP 2 Texas A&M Umversay-Corpus CI]tis0 sat H•E•B ]SA Mustang BAY AREA J t5lalttl ]9 f�. COMP 1 - , Adustang d u A s Islam �] Six,Palk �sounl SIDE ssr ]s8 Mustang State South Texas 050 Bay. Island Park Botanical l9etlanAs Pa °i Gardens& Preserve Nature C �'��� Centel COMP 4 ® Red' Pier \ 1 J3 \ le COMP 5 T SUBJECT Whitecap 121 Deach Padre$alli Park© COMP3 liorses on the Beach Padre Island tdalional Seashore LPA 2023.12.78 PAGE 41 LAND VALUATION CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT COMPARABLE 1 f r,� LOCATION SALES \ I n n u " DATA Address/ 8402 South Padre Island Drive, Date of Sale Listing Location Corpus Christi,Texas Sale Price $3,358,478 Price Per Acre $653,400 PHYSICAL DATA Price Per SF $15.00 Size (acres) 5,140 Size (SF) 223,898 Grantor Listing Zoning CG-2 Grantee Listing Shape Generally Rectangular Recording Listing Topography Generally level Confirmation Broker Utilities Water Only COMMENTS The property is located on the north side of South Padre Island Drive,west of Southbay Drive.The property has water services available, no sewer, and is zoned CG-2 which allows for retail and commercial uses.Approximately ±15%of the subject is located in Zone AE, an area within the 100-year flood plain.The subject has been listed on the public market since August 15, 2023. Broker:Sara Mostaghasi 361.548.7844 fA l LPA 2023.12.78 PAGE 42 Uhl LAND VALUATION CORPUS CHRISTI•TEXAS Y 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT COMPARABLE 2 - >t T �e o y. �I _ 1`3 17� l � • Address/ Date of Sale March 30,2023 Location 4102 South Padre Island Drive, Corpus Christi,Texas Sale Price $1,750,000 Price Per Acre $1,174,504 PHYSICAL DATA Price Per SF $26.96 Size(acres) 1.49 Size(SF) 64,904 Grantor JB Sister Creek LTD Zoning IL-Light Industrial Grantee Purnama, LLC Shape Rectangular Recording 11070 Topography Generally Level Confirmation Broker Willies All available COMMENTS The subject is located on the north line of South Padre Island Drive,east of Jean Street.Water and Sewer services are available. No flood plain is noted, Broker:Jim Boller 361.884.0488 LPA 2023.12.78 PAGE 43 LAND VALUATION CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT COMPARABLE 3 ;y t n� _ _ P F' 6i Yv a ' iF LOCATION SALES DATA Address/ TBD Windward Drive, Date of Sale June 30, 2022 Location Corpus Christi,Texas Sale Price $7,000,000 Price Per Acre $751,880 PHYSICAL DATA Price Per SF $17.26 Size (acres) 9,31 Size (SF) 405,544 Grantor Padre Isalnd Gulf Front, LLC Zoning CR-1 - Resort Commercial Grantee Chhabila Property, LP Shape Irregular Recording 2022032047 Topography Generally level Confirmation Broker Utilities Water Only 'COMMENTS This property is located on the south line of Windward Drive at Leeward Drive.The site was purchase to be developed into a mixed use with retail and condo/multifamily residential uses.According to FEMA Flood Maps approximately±30% of the subject is located in Zone VE, an area inside the 100-year flood plain and storm surge risk area, and approximately±60% of the property is located in Shaded Zone X an area inside the 500-year flood plain (not limited from development). Broker:Stephaine Hastings 361.779.1690 A LPA 2023.12.78 PAGE 44 u� LAND VALUATION CORPUS CHRISTI-TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT COMPARABLE 4 F a-71 AC D _ _ t6 '• - •lay-11 I Eel 12 � A Address/ 6714&6718 South Staples Street Date of Sale April 1,2021 Location Corpus Christi,Texas Sale Price $1,065,000 Price Per Acre $664,376 PHYSICAL DATA Price Per SF $15,25 Size(acres) 1.60 Size(SF) 69,827 Grantor Staples Timbergate Highway Property,LLC Zoning CG-2 Grantee Corpus Christi Island Apartments Villas Management Group,LLC Shape Rectangular Recording 2021015714 Topography Generally level Confirmation Confidential Utilities All Available COMMENTS Located along the southeast side of South Staples Street, between Timbergate Drive and Corsica Road. Property was purchased to be developed with an apartment complex. LPA 2023.12.78 PAGE 45 LAND VALUATION CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT COMPARABLE 5 �•y, .7:2-i'rYl, ,'1, - it r+rt ° i•.�x_:: .,, �� � .: �. 'gin a LOCATION SALES DATA Address / 14318 South Padre Island Drive, Date of Sale December 11,2020 Location Corpus Christi,Texas Sale Price $600,000 Price Per Acre $871,207 PHYSICAL DATA Price Per SF $20.00 Size (acres) 0.69 Size (SF) 30,000 Grantor Henry D &Jacqueline Svoboda Zoning CR-2 Grantee Isla De Mario and COTIDAL, LLC Shape Rectangular Recording 2020056640 Topography Generally level Confirmation Broker Utilities Water only COMMENTS The subject property is located along the east line of South Padre Island Drive,south of Verdemar Drive. 100% of the property is located within the flood zone. Broker: Jacqueline Svoboda 361.215.1222 rA� LPA 2023.12.78 PAGE 46 u� LAND VALUATION CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT LAND SALES SUMMARY The market data utilized for the basis of this analysis is considered the best available and indicative of current market trends for undeveloped land in the subject market area. Components that affect the sale price of vacant land are numerous, but the most prominent are property rights conveyed, terms, conditions of sale, market conditions, size, location, physical features,zoning and public utility availability. Property Rights The adjustment for property rights conveyed recognizes that differences in legal interest or estate between the subject and the comparable properties may occur. In this analysis, all the sales occurred in fee simple title. With respect to this factor, no adjustments were warranted. Financing Terms The adjustment for cash equivalency takes into account the fact that the transaction price of the comparable property may not be equal to its cash equivalent price. All the sales utilized in this analysis were cash to seller transactions or transactions involving market financing, and no adjustment for cash equivalency was necessary. Conditions of Sale Adjustments for conditions of sale are intended to recognize motivations of the buyer and the seller that are unique to ordinary market conditions. All of the comparable market data utilized herein were arm's length transactions. With respect to this factor, Comparable 1 indicates a downward adjustment to account for negotiations in the asking price. Market Conditions Each of the previous sales have been given consideration for the lapse of time between the date of sale and the effective date of this appraisal (market condition).The available market data was analyzed in an attempt to extract an adjustment for this factor. With respect to this factor, Comparable 4 indicates a downward adjustment to account for lower interest rates during the period of time being favorable relative to current rates. Comparable 5 does not indicate an adjustment as the increasing interest rates and inflation are offset by the improving market conditions since their dates of sale. LPA 2023.12.78 PAGE 47 LAND VALUATION CORPUS CHRISTI-TEXAS ti 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT Location Differences in value occur due to varying degrees of accessibility, exposure, and surrounding development to a site.Access is often determined by corner locations, natural barriers, ease of entrance on and off of major thoroughfares, etc. Surrounding development also plays an important part in locational influences for a property. With respect to this factor, Comparable 2 indicates a downward adjustment to account for its location along a superior primary traffic carrier. Comparable 3 indicates a downward adjustment for its beach front location. Comparable 4 indicates an upward adjustment to account for its location along an inferior traffic carrier. Size Size is a factor that must be considered when comparing vacant land sales. Typically, but not always, larger tracts sell for a lower unit value. Therefore, when making comparisons on a per unit basis, such as price per unit, the larger tracts tend to be adjusted upward and the smaller tracts tend to be adjusted downward to accurately reflect the differences. With respect to this factor, materially larger tracts of land were adjusted upward accordingly, and materially smaller tracts of land were adjusted downward accordingly. It is noted that the total size being 227,558 SF of the "Whole Property", which consists of the subject and adjacent contiguous tract of land, is utilized herein. Physical Features The overall site characteristics of each sale have been compared to the subject site. These include traits such as drainage, site preparation expense, topography, and configuration. Configuration, if irregular, may limit development.The subject is rectangular, but long and narrow,which could limit its development. With respect to this factor, Cornparables 1 through 3 indicate downward adjustments to account for their lack of a flood plain. Utilities The availability of public utilities such as water, electric power and sanitary sewer service have an impact on property values since the non-availability of such utilities could restrict the overall development and/or potential use of an individual site. Therefore,when analyzing vacant land, it is important to determine whether or not public utilities are available. If they are not available, the appraiser must examine to what extreme a potential developer would have to go in gaining access to such services. With respect to this factor, no adjustments were indicated. hJ A� LPA 2023.12.78 PAGE 48 U LAND VALUATION CORPUS CHRISTI•TEXAS 4 '' 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT Zoning/Use Adjustments for zoning typically recognize the different densities and restrictions of different zoning classifications, as well as use potential, and directly relates these differences between the comparable sales and the subject property. The zoning classifications and/or use potential for the sales utilized are deemed similar to that of the subject. With respect to this factor, no adjustments were indicated. LPA 2023.12.78 PAGE 49 LAND VALUATION CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT CONCLUSION In the final analysis of the subject property, similar weight was given to all of the sales. The following is the adjustment table with the concluded opinion of value via the Sales Approach. SUBJECT 1 2 3 4 5 Date Current Listing Mar-23 Jun-22 Apr-21 Dec-20 Sale Price $3,358,478 $1,750,000 $7,000,000 $1,065,000 $600,000 SIZE-SF 227,558 223,898 64,904 405,544 69,827 30,000 Unit Price($/SF) $15.00 $26,96 $17.26 $15.25 $20.00 TRANSACTION ADJUSTMENTS Similar Similar Similar Similar Similar Property Rights Fee Simple 0% 0% 0% 0% 0% $15.00 $26.96 $17.26 $15.25 $20.00 Similar Similar Similar Similar Similar Financing Terms Cash 0% 0% 0% 0% 0% $15.00 $26.96 $17.26 $15.25 $20.00 Listing Similar Similar Similar Similar Conditions of Sale Arm's Lenglh -5% 0% 0% 0% 0% $14.25 $26.96 $17.26 $15.25 $20.00 Listing Mar-23 Jun-22 Apr-21 Dec-20 Market Conditions Current 0% 0% 0% -3% 0% $14.25 $26.96 $17.26 $14.79 $20.00 PROPERTY ADJUSTMENTS Location I Average I Similar Superior Superior Inferior Similar 0% -15% -10% 15% 0% Size-SF I 227,558 I 223,898 64,904 405,544 69,827 30,000 0% -15% 5% -15% -25% Physical Features I Average I Superior Superior Superior Similar Similar 5% -5% -57. 017. 0% Utilities I Available Similar Similar Similar Similar Similar 0% 0% 0% 0% 0% Zoning CR-2 I Similar Similar Similar Similar Similar 0% 0% 0% 0170 0% Tat al Adjustment -5% -35% -10% 0% -25% Adjusted$/SF $13.54 $17.53 $15.53 $14.79 $15.00 Adjusted Mean$/SP $15.28 $ A value generally in-line with the mean is well supported. value Concluded Unit 15.25 Whole Land Size(SF) 227,558 Subject Land Size(SF) 25,004 Value Indication $381,311 Concluded Value $380,000 A LPA 2023.12.78 PAGE 50 u� RECONCILIATION CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT RECONCILIATION In the preceding sections of this report, an indication of value based upon separate appraisal approaches or techniques has been developed by processing data considered applicable and significant to each approach with respect to the subject. As a result, the following opinions of value were developed: SALES APPROACH $ 380,000 The quality and quantity of market and cost data utilized was considered good and a credible opinion of value was indicated via the Sales Approach. Given that it was the only approach utilized herein, it is given full weight. This appraisal, subject to the assumptions and limiting conditions as expressed herein and conducted according to the Uniform Standards of Professional Appraisal Practice, led us to the opinion that the subject property has a market value of: VALUE CONCLUSION Status Interest Date Value As Is Fee Simple December 11,2023 $380,000 LPA 2023.12.78 PAGE 51 MARKETING/EXPOSURE TIME CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT MARKETING / EXPOSURE TIME Consideration has been given to a reasonable estimated exposure and marketing period estimate for the subject property. Exposure Time as it relates to the subject is utilized in establishing market value. The Comment to Standards Rule 1-2 (b) of USPAP states that when estimating market value, the appraiser should be specific as to the estimate of exposure time linked to the value estimate. Reasonable exposure time is one of a series of conditions in most market value definitions. Exposure time is always presurned to precede the effective date of the appraisal. Exposure time may be defined as follows: the estimated length of time the property interest being appraised would have been offered on the market prior to the hypothetical consummation of a sale at market value on the effective date of the appraisal. Marketing Time is a function of various factors including, prevailing market conditions, the price of the product being marketed, the competitive position of the property in the market, and the amount and quality of marketing effort allocated to the property. It is strongly emphasized that the appraisers have no control of the aforementioned factors, nor can the appraisers anticipate or predict any of them. Therefore, it assumed that the property will receive an adequate marketing effort. Therefore, an estimated marketing tirne of ± 12 months and the estimated exposure time of ± 12 months is considered reasonable. �� LPA 2023.12.78 PAGE 52 u� 4 ASSUMPTIONS&LIMITING CONDITIONS CORPUS CHRISTI TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT ASSUMPTIONS & LIMITING CONDITIONS "Report"signifies the appraisal or consulting report and its conclusions,to which these Assumptions and Limiting Conditions are annexed. "Property"signifies the subject of the Report. "LPA"means Lowery Property Advisors,LLC,or its subsidiary that issued the Report. "Appraiser(s)"means the employee(s)of LPA who prepared and signed the Report. The Report has been made subject to the following assumptions and limiting conditions: ■ Unless otherwise specifically noted in the body of the report,it is assumed that the title to the property or properties appraised is clear and marketable and that there are no recorded or unrecorded matters or exceptions to title that would adversely affect marketability or value.LPA is not aware of any title defects nor has it been advised of any representations relative to the condition of the title. LPA has not reviewed any documents dealing with liens, encumbrances, easements, deed restrictions, clouds and other conditions that may affect the quality of the title. Insurance against financial loss resulting in claims that may arise out of defects in the subject's title should be sought from a reputable title company which specializes in real property. ■ Unless otherwise stated in this report,the existence of hazardous material,which may or may not be present on the property was not observed by the appraisers. LPA has no knowledge of the existence of such materials on or in the property. LPA,however, is not qualified to detect such substances. The presence of substances such as asbestos, urea formaldehyde foam insulation, contaminated groundwater or other potentially hazardous materials may affect the value of the property.The value estimate is predicated on the assumption that there is no such material on or in the property that would constitute a loss in value. No responsibility is assumed for any such conditions, or for any expertise or engineering knowledge required to discover them.The client is urged to retain an expert in this field,if desired. LPA has inspected as thoroughly as possible by observation. However,it was impossible to personally inspect conditions beneath the soil.Therefore,no representation is made as to these matters unless specially considered in the appraisal. ■ The property is appraised free and clear of any or all liens or encumbrances unless otherwise stated. ■ Responsible ownership and competent property management are assumed. ■ The information furnished by others is believed to be reliable.However,LPA gives no warranty for its accuracy. ■ LPA assumes that all engineering is correct.The plot plans and illustrative material in this report are included only to assist the reader in visualizing the property. ■ If provided, the estimated insurable value is included at the request of the client and has not been performed by a qualified insurance agent or risk management underwriter.The cost estimate should not be solely relied upon for insurable value purposes. The appraisers are not familiar with the definition of insurable value from the actual insurance provider, the local government underwriting regulations,or the types of insurance coverage available.LPA has followed traditional appraisal standards to develop a reasonable calculation based upon industry practices and industry accepted publications such as the Marshall Valuation Service handbook.Actual construction costs can vary greatly from this estimate.These factors can impact cost estimates and are beyond the scope of the intended use of this appraisal. The appraisers are not cost experts in cost estimating for insurance purposes. ■ LPA assumes that there are no hidden or unapparent conditions of the property,subsoil, or structures that render it more or less valuable.No responsibility is assumed for such conditions or for arranging for engineering studies that may be required to discover them. ■ It is assumed that there is full compliance with all applicable federal, state and local environmental regulations and laws unless noncompliance is stated,defined,and considered in the Appraisal Report. ■ All applicable zoning and use regulations and restrictions are assumed to have been complied with,unless a nonconformity has been stated,defined,and considered in the Appraisal Report. ■ Required licenses, certificates of occupancy, consents, or other legislative or administrative authority from any local, state, or national government or private entity or organization are assumed to have been or can be obtained or renewed for any use on which the value estimate contained in this report is based. LPA 2023.12.78 PAGE 53 i ASSUMPTIONS&LIMITING CONDITIONS CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT ` ■ The utilization of the land and improvements is assumed to be within the boundaries or property lines of the property described and that there is no encroachment or trespass unless noted in the report. ■ All information, comments and conclusions pertaining to subject and other properties described represent the opinion of the appraiser formed after a personal examination of each. ■ The appraiser has no interest,present or prospective,in the subject property. ■ Sketches in this report are included to assist the reader in visualizing the property. • LPA assumes that there are no hidden or unapparent conditions of the appraised property,which would render it more or less valuable. Furthermore, the appraisers assume that there are no potentially harmful asbestos or other materials and/or site contaminants in, on, or near soil,subsoil,or structure of the appraised property and that there has been no disposal, discharge, leakage, or spillage of pollutants or contaminant which would render it more or less valuable,whether or not these materials or contaminants are apparent or hidden and unapparent. ■ No responsibility is assumed by the appraisers for these conditions. In addition,no responsibility is assumed by LPA for the cost of engineering and/or laboratory studies which might be required to discover such materials or contaminants. And no such engineering or laboratory studies have been ordered for the appraised property. ■ Disclosure by the appraiser of the contents of this Appraisal Report is subject to review in accordance with the by-laws and regulations of The Appraisal Institute. • The distribution,if any,of the total valuation in this report between land and improvements applies only under the stated program of utilization.The separate allocations for land and buildings must not be used in conjunction with any other appraisal and are invalid if so used. ■ Possession of this report, or a copy thereof, does not carry with it the right of publication, unless prior arrangements have been made. ■ The appraiser,by reason of this appraisal,is not required to give further consultation,testimony,or be in attendance in court with reference to the property in question unless arrangements have been previously made. ■ Neither all nor any part of the contents of this report (especially any conclusions as to value,the identity of the appraiser,or the firm with which the appraiser is connected) shall be disseminated to the public through advertising, public relations,news,sales, or other media without prior written consent and approval of the appraiser. ■ This appraisal was made in accordance with the Code of Professional Ethics and Uniform Standards of Professional Appraisal Practice as promulgated by the Appraisal Foundation and the Appraisal Institute. ■ Acceptance of and/or use of this report constitutes acceptance of all assumptions and limiting conditions stipulated. ■ The Americans with Disabilities Act ("ADA") became effective January 26, 1992.LPA has not made a specific compliance survey and analysis of this property to determine whether or not it is in conformity with the various detailed requirements of the ADA.It is possible that a compliance survey of the property,together with a detailed analysis of the requirements of the ADA,could reveal that the property is not in compliance with one or more of the requirements of the Act.If so,this fact could have a negative effect upon the value of the property. Since we have no direct evidence relating to this issue, we did not consider possible non-compliance with the requirements of ADA in estimating the value of the property. ■ Unless otherwise noted in the body of the report, it is assumed that there are no mineral deposits or subsurface rights of value involved in this appraisal,whether they are gas,liquid,or solid.Nor are the rights associated with extraction or exploration of such elements considered unless otherwise stated in this Appraisal Report.Unless otherwise stated,it is also assumed that there are no air or developments rights of value that may be transferred. ■ By use of this Appraisal Report,each party that uses this Appraisal Report agrees to be bound by all of the Assumptions and Limiting Conditions,Hypothetical Conditions and Extraordinary Assumptions stated herein. A� LPA 2023.12.78 PAGE 54 u r� CERTIFICATION CORPUS CHRISTI•TEXAS 0.57 ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT CERTIFICATION We certify to the best of our knowledge and belief: ■ The statements of fact contained in this report are true and correct. ■ The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions and is our personal,impartial and unbiased professional analyses,opinions,and conclusions. ■ We have no present or prospective interest in the property that is the subject of this report and have no personal interest in or bias with respect to the parties involved with this assignment. ■ Our engagement in this assignment was not contingent upon developing or reporting predetermined results. ■ We have no bias with respect to the property that is the subject of this report or to the parties involved with this assignment. ■ Our compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client,the amount of the value opinion,the attainment of a stipulated result or the occurrence of a subsequent event directly related to the intended use of this appraisal. ■ Our analyses, opinions, and conclusions were developed, and this report has been prepared in conformity with the Uniform Standards of Professional Appraisal Practice,as well as the State of Texas. ■ Jeffrey K.Walters made a personal inspection of the property that is the subject of this report;Mario Caro,MAI,AI-GRS,SR/WA,and Bobbie J.Garza Jr did not make a personal inspection of the subject property that is the subject of this report. ■ No one provided significant real property appraisal assistance to the person(s)signing this certification. ■ This appraisal assignment was not based upon a requested minimum valuation,a specific valuation,or the approval of a loan. ■ As of the date of this report, Mario Caro,MAI,AI-GRS,SR/WA, has completed the continuing education program for Designated Members of the Appraisal Institute. Moreover,the reported analyses,opinions, and conclusions were developed, and this report has been prepared,in conformity with the requirements of the Code of Professional Ethics&Standards of Professional Appraisal Practice of the Appraisal Institute,which include the Uniform Standards of Professional Appraisal Practice. ■ As of the date of this report,Jeffrey K.Walters has completed the Standards and Ethics Education Requirements for Candidates of the Appraisal Institute. ■ The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. ■ We have provided services as an appraiser or in any other capacity regarding the property that is the subject of this report within a three-year period immediately preceding acceptance of this assignment. MARIO CARO,MAI,AI-GRS,SR/WA JEFFREY K.WALTERS Certificate No.TX1334889-G Certificate No.TX1380924-G BOBBIE J. GARZA JR Certificate No. TX1343392 LPA 2023.12.78 PAGE 55 ADDENDUM CORPUS CHRISTI•TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT ADDENDUM LPA 2023.12.78 PAGE 56 ADDENDUM CORPUS CHRISTI-TEXAS 0.57-ACRE ROADWAY RIGHT-OF-WAY ABANDONMENT MURRAY BASS,JR., P.E.,R.P.L.S. 3054 S. ALAMEDA, ZIP 78404 NIXON M. WELSH, P.E.,R.P.L.S. 361 882.5521— FAX 361 882-1265 www.bass-welsh.com e-mail: murravirCmaol.com e-mail: nixmwl[n!email.com BASS & WELSH ENGINEERING TX Registration No. F-52 Survey Registration No. 100027-00 11.0. Box 6397 Corpus Christi, TX 78466-6397 July 20,2021 Field Note Description Street Closure Being a tract situated in Corpus Christi,Nueces County,Texas,over and across a portion of Block 27,Padre Island No.1,as shown on the map thereof recorded in Volume 13 at Page 2 of the Map Records of Nueces County,Texas,said street formerly designated"Tortugas Avenue"now called"Sand Dollar Avenue", and being more particularly described by metes and bounds as follows: BEGINNING at a point in the south right-of-way line of State Highway 361,the northeast corner of Lot 12B, Block 27, Padre Island No. 1 as shown on the heretofore referenced map of Padre Island; THENCE S 89°35'20"E along the south right-of-way line of State Highway 361,a distance of 50.00 feet to a 5/8 inch iron rod set for the northeast corner of this tract,said point being in the south boundary of a 201.21 acre tract out of Tract C and D,Padre Island No.1,as described in the document recorded under Clerk's File No.2014002762,Official Public Records of Nueces County,Texas; THENCE S 00*28'12"W along the west boundary of said 201.21 acre tract a distance of 500.11 feet to a 5/8 Inch iron rod set for the southeast corner of this tract,said point being an interior corner of the 201.21 acre tract; THENCE N 89030'32"W along the boundary of the 201.21 acre tract a distance of 50.00 feet to a 5/8 inch iron rod set for the southwest corner of this tract,said point being the most easterly southeast corner of Lot 21,Block 27,Padre Island No. 1,as shown on the map thereof recorded in Volume 60 at Page 143 of the Map Records of Nueces county Texas; THENCE N 00°28'12"E along the east line of said Lot 21 at 350.04 feet pass the northeast corner of Lot 21 and the southeast corner of Lot 14B,Block 27,Padre Island No.1 as shown on the map thereof recorded in Volume 13 at Page 2 of the Map Records of Nueces County,Texas,and in all a distance of 500.04 feet to the POINT OF BEGINNING forming a tract embracing 25,004 square feet(0.57 acres). IF QT MURRAY BASS,JR. M7i0fiy Bass,Jr. .P.L.S. ........2128.......... < •0�.2128.. �'�•°;ass!J�y� S tJ" Note:Basis of Bearing is State of Texas Lambert Grid,South Zone,NAD 1983 MBJ:sab 18004-Field Note Desc.doc EXHIBIT "A" Page 1 of 1 LPA 2023.12.78 PAGE 57 MARIO CARO, MAI, AI-GRS, SR/WA SAN ANTONIO OFFICE EXPERIENCE 100 NE Loop 410 #1350 Mario Caro has served as Managing Director of LPA San Antonio since 2016. LPA is a San Antonio,Texas 78216 commercial appraisal and consulting firm completing a wide range of projects throughout the southwest. Property types include, but are not limited to office, retail, industrial, multi-family, mixed-use, self-storage, hotel/motel, car washes, vacant land, direct 210.528.1491 daycare, subdivisions, and special use. mario@lowerypa.com Mario began his appraisal career in 2001 with a regional appraisal company in Houston and specialized in right-of-way and eminent domain appraisal on public and private projects nationwide. In 2005, he returned to his hometown in San Antonio and joined a boutique appraisal firm providing right-of-way and commercial valuation.After 10 years, he moved to the largest global real estate valuation firm and appraised high-profile commercial properties in addition to initializing their right-of-way practice. Mario has 20 years' experience appraising for litigation and legal support matters in both federal and state courts. Numerous clients, including public agencies, attorneys, title companies, and lenders nationwide have relied on his expertise in an appraiser and review appraiser capacity.Mario has provided expert witness testimony and support on a variety of property types for public transportation,utility and recreational corridors,and drainage facilities. PROFESSIONAL ASSOCIATIONS • Appraisal Institute • International Right-of-Way Association •Designated Member(MAI and AI-GRS) •Designated Member (SR/WA, R/W-AC) •President 2022,South Texas Chapter •President 2022-2023,South Texas •First and Second Vice President 2021 •Vice President 2021-2022,South Texas &2020,South Texas Chapter -Treasurer 2020-2021,South Texas -Treasurer 2019, South Texas -Secretary 2019-2020,South Texas -Secretary 2018,South Texas -Activities Chair 2012-2013,South Texas •Regional Rep 2020-2021,South Texas Education Chair 2020,South Texas •Board of Directors 2014-2017, South Texas Chapter -Alternate Regional Rep 2014-2019, South Texas Chapter -Candidate Guidance Chair 2014-Present,South Texas Chapter LICENSES EDUCATION Certified General TALCB Real Estate Appraiser Texas General Appraiser pp BS-Texas A&M University-Agribusiness 1334889-G Appraiser: MARIO ANTONIO CARO Coursework for MAI designation License It: TX 1334889 G License Expires:05/31/2025 Coursework for SR/WA designation Having provided satisfactory evidence of the qual,fications required by the Texas Appraiser Lkensing and Certifi cat len Act,occupat{ons Coursework for AI-GRS designation Code,Chapter 1103,authorizationis granted to use this dtle: Certified General Real Estate Appraiser l _ ift - Coursework for R/W-AC designation For additional information or to file a complaint please contact TAlCB ctom­nh on«tr at www.talcb texas gov. JEFFREY K. WALTERS CORPUS CHRISTI OFFICE EXPERIENCE 800 North Shoreline Boulevard, March 2020 to Present; Director at Lowery Property Advisors, LLC Corpus Christi,Texas 78401 August 2016 to February 2020; Certified Appraiser at Allen, Williford &Seale Inc. Types of properties appraised include: office, retail, industrial, agricultural, mixed-use direct 361.232.4700 developments, restaurants, hotels, marinas, day cares, subdivisions, apartments, car jeff@lowerypa.com washes, land, and other types of special use commercial properties, partial acquisitions and eminent domain/condemnation related appraisals. EDUCATION BBA-Finance, Economics Minor-Texas A&M University 2016 Successfully completed the following courses offered by The Appraisal Institute and McKissock: • Basic Appraisal Principles • Basic Appraisal Procedures • Uniform Standards of Professional Appraisal Practice • Real Estate Finance, Statistics, and Valuation Modeling • General Appraiser Income Capitalization Approach-I General Appraiser Income Capitalization Approach-II • General Appraiser Sales Comparison Approach • General Appraiser Site Valuation and Cost Approach • General Appraiser Report Writing and Case Studies • General Appraiser Market Analysis and Highest and Best Use • Expert Witness Testimony • Commercial Appraisal Review • Appraisal of Assisted Living Facilities • Appraisal of Industrial and Flex Buildings Other applicable courses: • Real Estate Decision Making-Texas A&M • Real Estate Finance-Texas A&M • Real Estate Investment Analysis-Texas A&M PROFESSIONAL ASSOCIATIONS •Appraisal Institute-South Texas Chapter •IRWA-San Antonio Chapter/Corpus Christi Founding Member .4 `T \\ Certified General TALCB Real Estate Appraiser LICENSES ...,.< rep:°a�.o°. Appraiser: Jeffrey Kyle Walters Texas General Appraiser License s: TX 1380924 G License Expires:09/30/2025 1380924-G Having provided satisfactory evidence of the qualifications required Oklahoma General Appraiser by the Teaas Appraiser Lcensing and Certification Act,Occupations 13497CGA Co de.Chapter1103,autj, ate n Is granted to use this title: Certified General Real Estate Appraiser ( - - -- chIkea IWrhh<Itr For add ltional Information or to file a complaint please contact TWO C•nunl..i•nn at vnvw.talcb.te><u.gov. n . a • • W BOBBIE J. GARZA JR. CORPUS CHRISTI OFFICE EXPERIENCE 800 N Shoreline Blvd #400, March 2022 to Present:Associate at Lowery Property Advisors Corpus Christi, Texas 78401 August 2021 to January 2022: Financial Advisor First Command Financial Services direct 361.288.8670 August 2012 to August 2016:Engineman (SW) Petty Officer Third Class United States Navy bgarza@lowerypa.com Property type experience includes office, retail, industrial, restaurants, land, subdivision, and other types of special use commercial properties. EDUCATION BBA Finance-Texas A&M University Corpus Christi, 2021 Successfully completed the following courses administered by McKissock Appraisal Education: ■ Basic Appraisal Principles ■ Basic Appraisal Procedures • Texas Supervisor-Trainee Course ■ 15-hour National USPAP Course ■ General Appraiser Report Writing and Case Studies LICENSES Appraiser Trainee TALCB Texas State Appraiser Trainee 1,..<.,„,.<... • TX 1343392 Trainee: Gobble loe Gar:a h Authorization C TX 1343392 Trainee Expires:06/30/2024 x..4w w 6t-1IM.M.hsY..i.t.,pr.iw.M tlr Lk—.M.Y.,4....h A t-y.w•!n]��SnV16Nr (h #K dlly1'CA no.ea..fww.,.n,ry..,.]LUn I In4 u.a+nn r.nlM.1—th.iAM.A ..rh.l.y., I.x.]tllld.lN�,Mlolur l..4..c+p1.M y....,aa�114t..1 dtl,..MM.h, Ww.IykO ta..law tw+nw. aALTA*I Vriiiirela� ooc p N +j N +j cn � u G� 4-A U a U O � � A O � U Ko 0 t_^ N ® o y t �N • ct � u j4-j 0 -9� O O y` c� u V .o r c ct u o 0 cy 4.4 4 u �' 0 •� O w O � to � to � V � cJ� � O � - > V to � U) N O V 75 •v N +J4-1 to O �„ O � � _O O O •V � 4-1 4-1 A V J 7575 o I a� rot a C17 �r 4 4 b � � •� •$� -N o • o c� ;J o o �■I o o �, o Q.., 4.j .� V •u ° :4-j 4-j � b-O o n a� Zj U o Q..{ U SC �o o� � AGENDA MEMORANDUM N-ORPOftAY E Public Hearing and First Reading for the City Council Meeting of May 14,2024 is 52 Second Reading for the City Council Meeting of May 21,2024 DATE: April 19, 2024 TO: Peter Zanoni, City Manager FROM: Al Raymond, Development Services Department Alraymond@cctexas.com (361) 826-3275 Rezoning for a property at or near 3345 Gollihar Road and 4500 Kirkwood Drive CAPTION: Zoning Case No. ZN8199, Barajas Family Corporation (District 2). Ordinance rezoning a property at or near 3345 Gollihar Road and 4500 Kirkwood Drive from the "ON" Neighborhood Office District and the "RS-6" Single-Family 6 District to the "CN-1" Neighborhood Commercial District; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval). SUMMARY: This item is to rezone the property to allow a commercial use; particularly, a retail plaza with a potential restaurant use. BACKGROUND AND FINDINGS: The subject property is a 1 .15-acre, vacant and undeveloped, parcel in the southeast area of the city, located along Gollihar Road, a 90-foot undivided minor arterial right-of- way, and two local residential roads along the eastern and southern boundaries of the site. Generally, the surrounding neighborhood consists mainly of low-density residential subdivisions, particularly along the north side of Gollihar Road, the east side of Kirkwood Drive, and the south side of Mahan Drive, that date to the early 1950s. The properties immediately to the north of the subject parcel and Gollihar Road are zoned "RS-6" Single-Family 6 and "ON" Neighborhood Office with the low-density residential subdivisions of Randall Place and Kirkwood, and a non-conforming retail sales and services commercial use permitted by the preceding zoning ordinance. The properties to the south and east are zoned "RS-6" Single-Family 6 District and are developed as the Mahan Acres and Central Park subdivisions south of Mahan Drive and east of Kirkwood Drive, and Kirkwood and a portion of Central Park, to the east. The properties to the west are zoned "RS-6" Single-Family 6 District and "ON" Neighborhood Office District with the low-density residential Coggin subdivision and the Gollihar Neighborhood Center that hosts a child daycare center. The applicant is requesting an amendment to the zoning map to allow a retail plaza with a potential restaurant use. The current zoning districts limits principal use of the subject parcel to office and single-family; and where a commercial use could occur, retail and sales services and restaurant uses must be subordinate to a principal use. The "CN-1" Neighborhood Commercial District permits office uses, multifamily dwellings, certain indoor recreation uses, retail sales, and service uses, medical facility uses, overnight accommodation uses, and restaurant uses less than 5,000 square feet in gross floor area, except for detention facilities, medical facilities, places of worship, and community services uses. The proposed rezoning is consistent with many goals of Plan CC; however, is partially inconsistent with the FLUM's designation of Medium-Density Residential for the three lots along Kirkwood Drive. The inner lot has a FLUM designation of commercial. Public Input Process Number of Notices Mailed: 30 notices were mailed within the 200-foot notification area, and 6 outside the notification area. As of May 10, 2024: In Favor In Opposition 0 inside notification area 0 inside notification area 0 outside notification area 0 outside notification area A total of 0.00% of the 200-foot notification area is in opposition. ALTERNATIVES: Approval of the change of zoning to the "ON/SP" Neighborhood Office District with a Special Permit. FISCAL IMPACT: There is no fiscal impact associated with this item. RECOMMENDATION: Planning Commission and Staff recommend approval of the change of zoning from the "RS-6" Single-Family 6 District and "ON" Neighborhood Office District to the "CN-1" Neighborhood Commercial District on April 3, 2024. Vote Results For: 7 Against: 0 Absent: 1 LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Zoning Case No. ZN8199, Barajas Family Corporation (District 2). Ordinance rezoning a property at or near 3345 Gollihar Road and 4500 Kirkwood Drive from the "ON" Neighborhood Office District and the "RS-6" Single-Family 6 District to the "CN-1" Neighborhood Commercial District; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval). WHEREAS, with proper notice to the public, a public hearing was held during a meeting of the Planning Commission during which all interested persons were allowed to appear and be heard; WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application 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 during a meeting of the City Council, during which all interested persons were allowed to appear and be heard; WHEREAS, the City Council has determined that this rezoning is not detrimental to the public health, safety, or general welfare of the City of Corpus Christi and its citizens; and WHEREAS, the City Council finds that this rezoning will promote the best and most orderly development of the properties affected thereby, and to be affected thereby, in the City of Corpus Christi. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The Unified Development Code ("UDC") and corresponding UDC Zoning Map of the City of Corpus Christi, Texas is amended by changing the zoning on the subject property being Lot 3R, Coggin and Lots 1-3, Block 7, Central Park, as shown in Exhibit A, from: the "RS-6" Single-Family 6 and "ON" Neighborhood Office District to the "CN-1" Neighborhood Commercial District. The subject property is located at or near 3345 Gollihar Road and 4500 Kirkwood Drive. Exhibit A, a map, is attached to and incorporated in this ordinance. SECTION 2. 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 including the penalties for violations as made and provided for in Article 10 of the UDC. SECTION 3. 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 4. All ordinances or parts of ordinances specifically pertaining to the zoning of the subject property that are in conflict with this ordinance are hereby expressly superseded. SECTION 5. A violation of this ordinance, or requirements implemented under this ordinance, constitutes an offense punishable by a fine not to exceed $2,000.00 for each offense; as provided in Article 1, Section 1.10.1 of the UDC, Article 10 of the UDC, and/or Section 1-6 of the Corpus Christi Code of Ordinances. SECTION 6. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. SECTION 7. This ordinance shall become effective upon publication. Introduced and voted on the day of 12024. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary Page 2 of 3 Exhibit A RS-6 O N Q c0/.l RRD RS-6 ON SUBJECT ?ROPE GHQ y�R a� �2 �o R -6 0� r" CASE: , ZN8199 SUBJECT PROPERTY WITH ZONING Subject Property A-$ APartm+d Horne Diztricr I-I Lmn4G IrMuSmal Drsmc! A-[A A_a Harsc 0— i-2 LyM1. ,Vi:D­ °4. - A-2 ApaHmere Reuse Distr+r:t 1-3 Reavy iMissmai Disnwt - - Ae PrWessmaV O DisPi t PUD PVarrne9 Unit D"'e Pm t AT Apxtmertt-T_w Dabrct R-TA ❑me Famiy DAthN Drstnd B-} Reg�4wfi Beztrxss Dsmn R-SR Drte Famiy Dr ,N Drstna D-tA Repnbo _FWsmess Dania R-1 C 0-Famry Dw I,N Drsmn R-2 H ytr ,R.—Di.— R-2 Mukq f U Ix M Di R-2A Ramer 1 W Rus'—Drstrxx RA o—Family Dr .N Dnmes aD RWs.r, Dsmci RE R--E, .Dreo-in SUBJECT - R-A G.—S. Disvrn R-TH r terse Da ,.g Damn PROPERTY _ D 5 Pnmary D.—D'smn SP Spe Perma " ZAm Rusm Core Dm— T-SA TI.-Teai Parl Dismn so Cn lCh—Hl. D—gl .L T-fR 4—Pan Cilyt)I" Fsri,HFRF Fae F—Ru..C.— T, Lwr,r,ram�reeH—s,nn.+spa CrnpLrti L©CArI'O1V MA HC R gel ewa la b it Dsb Chri ti Preservation Page 3 of 3 ZONING REPORT Case # ZN8199 Applicant & Subject Property District: 2 Owner: Barajas Family Corporation Applicant: Norma Barajas Address: 3345 Gollihar Road and 4500 Kirkwood Drive, located along the south side of Gollihar Road, at the southwest intersection with Kirkwood Drive. Legal Description: Lot 3R, Coggin and Lots 1-3, Block 7, Central Park Acreage of Subject Property: 1 .15 acre(s) Pre-Submission Meeting: January 24, 2024 Zoning Request From: "RS-6" Single-Family 6 and "ON" Neighborhood Office District To: "CN-1" Neighborhood Commercial District Purpose of Request: The purpose of the request is to allow a commercial use; specifically, a retail plaza with a potential restaurant use. Land Development & Surrounding Land Uses Zoning District Existing Land Use Future Land Use "RS-6" Single-Family 6, Vacant Commercial, Site "ON" Neighborhood Office Medium-Density Residential "RS-6" Single-Family 6, Transportation (Gollihar), Transportation (Gollihar), North "ON" Neighborhood Office Commercial, Medium-Density Residential Low-Density Residential South "RS-6" Single-Family 6 Transportation (Mahan), Transportation (Mahan), Low-Density Residential Medium-Density Residential East "RS-6" Single-Family 6 Transportation (Kirkwood), Transportation (Kirkwood), Low-Density Residential Medium-Density Residential "RS-6" Single-Family 6, Professional Office, Commercial, West "ON" Neighborhood Office Low-Density Residential Medium-Density Residential Plat Status: The subject property is comprised of 4 platted lots per MRNCT (Map Records of Nueces County, Texas) Volume 14, Page 44 and Volume 69, Page 94. A rezoning must precede platting of the property to accommodate a commercial structure. Military Compatibility Area Overlay District (MCAOD, Effective August 22, 2022): The subject property is not within a MCAOD District. Code Violations: None. Transportation and Circulation Designation Section Proposed Section Existing "Al" Minor 4 Lanes, 4 Lanes, Gollihar Road Center Turn Lane, Center Turn Lane, Arterial Undivided 95 Feet 90 Feet "Local" 1 Lane & On-Street 1 Lane & On-Street Kirkwood Drive Residential Parking, Parking, 50 Feet 50 Feet "Local" 1 Lane & On-Street 1 Lane & On-Street Mahan Drive Residential Parking, Parking, 50 Feet 50 Feet Transit: The Corpus Christi RTA (Regional Transportation Authority) provides service to the subject property via routes 32 Southside and 37 Crosstown, along Gollihar Road, a block north of Kirkwood Drive. Bicycle Mobility Plan: The subject property is near two one-way cycle tracks along Gollihar Road; connecting to one-way cycle tracks along Carroll Lane and a bike boulevard along Christie Street. Utilities Gas: A 2-inch line exists along the south side of Gollihar Road, a portion of the Gollihar Road frontage, and also traverses mid-parcel between Mahan Drive and Gollihar Road. Stormwater: A 24-inch RCP line runs, mid-frontage, along Mahan Drive, similarly, along Kirkwood Drive. A 30-inch line traverses the subject property mid-parcel north-to-south. Wastewater: An 8-inch VCP line runs through the subject property mid-parcel. Water: A 6-inch ACP line runs along Mahan Drive, partially, and traverses the subject property mid-parcel between Mahan Drive and Gollihar Road. Corpus Christi Comprehensive Plan (Plan CC) Plan CC: Provides a vision, goals, and strategies, to guide, regulate, and manage future development and redevelopment within the corporate limits and extraterritorial jurisdiction (ETJ) was adopted in 2016. ADP (Area Development Plan): According to Plan CC the subject property is located within the Midtown Area. The Southeast ADP was adopted on July 11, 1995. Water Master Plan: No improvements have been proposed. Wastewater Master Plan: No improvements have been proposed. Stormwater Master Plan: No improvements have been proposed. Roadway Master Plan: No improvements have been proposed. Public Notification Number of Notices Mailed 30 within a 200-foot notification area 6 outside 200-foot notification area In Opposition 0 inside the notification area 0 outside the notification area 0% in opposition within the 200-foot notification area (0 individual property owner) Public Hearing Schedule Planning Commission Hearing Date: April 3, 2024 City Council 1st Reading/Public Hearing Date: May 14, 2024 City Council 2►,d Reading Date: May 21 , 2024 Background: The subject property is a 1 .15-acre, vacant and undeveloped, parcel in the southeast area of the city, located along Gollihar Road, a 90-foot undivided minor arterial right-of-way, and two local residential roads along the eastern and southern boundaries of the site. Generally, the surrounding neighborhood consists mainly of low-density residential subdivisions, particularly along the north side of Gollihar Road, the east side of Kirkwood Drive, and the south side of Mahan Drive, that date to the early 1950s. The properties immediately to the north of the subject parcel and Gollihar Road are zoned "RS-6" Single-Family 6 and "ON" Neighborhood Office with the low-density residential subdivisions of Randall Place and Kirkwood, and a non-conforming retail sales and services commercial use permitted by the preceding zoning ordinance. The properties to the south and east are zoned "RS-6" Single-Family 6 District and are developed as the Mahan Acres and Central Park subdivisions south of Mahan Drive and east of Kirkwood Drive, and Kirkwood and a portion of Central Park, to the east. The properties to the west are zoned "RS-6" Single- Family 6 District and "ON" Neighborhood Office District with the low-density residential Coggin subdivision and the Gollihar Neighborhood Center that hosts a child daycare center. The applicant is requesting an amendment to the zoning map to allow a retail plaza with a potential restaurant use. The current zoning districts limits principal use of the subject parcel to office and single-family; and where a commercial use could occur, retail and sales services and restaurant uses must be subordinate to a principal use. The "CN-1" Neighborhood Commercial District permits office uses, multifamily dwellings, certain indoor recreation uses, retail sales, and service uses, medical facility uses, overnight accommodation uses, and restaurant uses less than 5,000 square feet in gross floor area, except for detention facilities, medical facilities, places of worship, and community services uses. Plan CC (City of Corpus Christi Comprehensive Plan) Consistency: The proposed rezoning is/is not consistent with the following Elements, Goals and Strategies for Decision Makers: • Future Land Use, Zoning, and Urban Design o Corpus Christi development patterns support efficient and cost-effective use of resources and a high quality of life. ■ Encourage the protection and enhancement (neighborhood commercial support) of residential neighborhoods. ■ Promote the stabilization, revitalization, and redevelopment of older neighborhoods. ■ Encourage orderly growth of new residential, commercial, and industrial areas. ■ 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. Southeast ADP (Area Development Plan) and FLUM (Future Land Use Map) Consistency: The proposed rezoning is consistent with many broader elements of the ADP; however, is inconsistent with the FLUM designation of Medium-Density Residential for the lots along Kirkwood Drive. • The specific goal of the Southeast Area Development Plan is to protect the predominantly stable residential neighborhoods and to promote the efficient development of underutilized and remaining vacant land in the area. o Stabilize and conserve residential neighborhoods; o Designate appropriate land uses and a transportation network to adequately serve existing and future land uses; Staff Analysis: Staff reviewed the subject property's background information and the applicant's purpose for the rezoning request and conducted research into the property's land development history to include platting, zoning, existing surrounding land uses, and potential code violations. Staff compared the proposed zoning's consistency with the applicable elements of the comprehensive plan. As a result of the above analysis, staff notes the following: • The proposed rezoning is consistent with many goals of Plan CC; however, is partially inconsistent with the FLUM's designation of Medium-Density Residential for the three lots along Kirkwood Drive. The inner lot has a FLUM designation of commercial. • Staff observed that the Southeast ADP was adopted on July 11 , 1995, over 29 years ago. • The request generally agrees with Plan CC's recommendation for efficient in-fill development, the provision of commercial uses to serve neighborhood needs, and locating commercial uses on arterial roadways. • The subject parcel consists of 4 platted lots, with an inner through-lot, and three lots oriented to Kirkwood Drive. While the through-lot has a commercial future land use designation, those along Kirkwood Drive have a future land use designation of Medium- Density Residential. The Central Park subdivision of 1952 includes the three lots oriented to Kirkwood Drive, for residential use; which explains their FLUM designation. These particular parcels have not been developed since they were created. • The most appropriate commercial district, with single-family district adjacency, is the "ON" Neighborhood Office District; however, the applicant's proposed use can only exist as an accessory to a principal use. The neighborhood office district creates fewer hazards, noise, odors, or other objectionable influences, and has a low trip generation. The protection of the nearby sensitive land uses is essential. • While a broader commercial district may be expected to impact surrounding properties, staff finds the recommendation to a "CN-1" Neighborhood Commercial District, which would widen the intensity of commercial uses, acceptable; as the UDC (Unified Development Code) will ensure compatibility through the restriction of driveway approach to Gollihar Road, setbacks, screening of vehicular and refuse areas, and fencing. While typically, buffer yards would be enforced, Kirkwood Drive and Mahan Drive, both 50-foot rights-of-way, serve as generous buffers. Screening and fencing will serve as visual barriers to the nearby residential properties. Planning Commission and Staff Recommendation (April 3, 2024): After evaluation of case materials provided and subsequent staff analysis including land development, surrounding uses and zoning, transportation and circulation, utilities, Comprehensive Plan consistency, and considering public input, Planning Commission and staff recommend approval of the change of zoning. • The Zoning Map amendment will not have a negative impact on the surrounding neighborhood. • The amendment is compatible with the present zoning and conforming uses of nearby property and to the character of the surrounding area. Attachment(s): (A) Existing Zoning and Notice Area Map. (A) Existing Zoning and Notice Area Map t` RS-6 e" N 28 30 a� 29 25 COC`fy'4R 24 Rp f R - 6 27 O N 18 26 1 -SQ E,CT PROPERTY 23 / Mqh� 14 2 a�f 13 20 12 f 21 4 d 15 11 f 16 10 f 6 a` 17 9 7 g 8 6 CASE. ZN8199 N' p Zoning and notice Area - 3 RM-1 MVItNamily 1 IL Light Indust-1 RM 2 MultRamily 2 IH Heavy Industrial RM-3 Multifamily 3 PU❑ Planned Unit Da,Overlay ON Professional office RS-10 Single-Family 10 RMAT MUNIfam l ly AT IRS 6 Single-Family 6 CN-1 Neighborhood Commercial RSd.5 Single-Family 4.5 n 1s CN-2 Neghhorhood Commercial RS-TF Two-Family ^ CRA Resort Cammercial RS-15 Single-Family 15 - CR-2 Reaon Commercial RE Residential Estate CG-1 Ge nerei Commercial R5-TH Townhouse CG-2 General Commercial Sp Special PermN Cl Intensive Commercial RV Recreatwnal vehicle Park CBD Downtown Commercial RMH Manufactured Home CR-3 Resort Commercial FR Farm Rural H Hislaric overlay SUBI,ECT Bp Business Park Yw PROPERTY Sub 2=ff., with 200'bu(fer fed! 1 0wnarswAh.200'ffst Owners CL[y of, FSrl,HER[ ;ana�a�nw� ,a X an Corpus LOCAT16N MAP Christi J 011 AT ' �' SUBJECT_ w �• PROPERTY i A � "l f a� CASE: ZN8199 ={� W N .E y# F Aerial View ;, ® Subject 'g Property 4 s SUBJECT itr PROPERTY " ay v Cityof i Esri, HERE Corpus °hU LOCATION MAP Christi CU N c O N v O 'Zi m '� U > >, L V +� (B A� o O AZ U 'a a U g o to i a 16,2 i � 3cop a� o O Q Q c}aY 'E o _r o O � CD oLLOV >.V O 01 00 w •� y O Oc E ZZ Oco _ � z � >a s Z m o otS ,a N M " O V 1 n l> a 44 U (o _ L Ico cn (� N °6 O C co a) a) Q a) cu c 0 U i - C: a) O EO 0 J L _0 E ' °6 cu (Q O O O �� >' U C J > N cu O O 00 L �� 0 r- =5 to - O co Y a) C/) d C � � 0 � .� � � Y � � cv � r_ � � � 0 ON oN pars (� O 'aN >1 N L � L y--i L y--i O O E a2i Q m � � E � �� �� �� O L > J a Ui � O O '� O '� O U th Cod a d O � N cu O cu a) cu a) O O OQ N J HJ Ham' H � aN 0 .3 co v �. J o 0 � 'ao c0 X0 0 o a co Q co U- U Lu Q z cn w b'p ppp �p6y O N jd UO M R b O uJ o a a z N L a O N O � O O O LO O i a d' bT v � e N N G? � m N QO � a � o ^ O � o l SOJ ■ O Z � O N v� i O O O O (,4 N o O 70 O O - O V Q O N _0 := N 0- > N .- O Q -O U N U cn E Z O T = a a U N O p co O Z o M co � U O O O z � > J U) U O cc O N U) (� i \ N � O N \ a cu U) 70 - E 0 L) ° ° O A/ E 0- •V _ ~ U) U) ♦^ }+ O N i Qj U U O N U) _ N N N 0 U) N H E z 76 4 0 i O - Q � � S z .� U) Z J cu ° _ W U >, > L � � � ° o � NQ � � °' Q - Q O W L ° � - � � ♦ ♦ 0 >.. cu (.5 (D (L) C: 0 U) D (L) LU O ~ .° ( O U (u O 4— P cu 0 � E ca O .0 D � A/ U � U) (a N U .U = O .0 O O O ° N L 4 _ > Q 0O J ( N +— N O) L OQ .0 � U - Q E Q ( (U j .0 U) N U) 4) U O U) i i N � (u O N i O Z 4- }, N U) _U Q (U N O U) N _E '°� U(U Q U)(U T U �^ W U F- te `-- -- NZc ( N cu O U) zO } (U� U ., a � _ � U � � o Ez: N U) N ❑ L� �W W L -0 CU (U N .O ZQ W L O Z> O 0 (B > -0� QO � V V Q � � N E CY) -C CM N E ' O _ +J O Q N � c� O c� a� a� � � ° Q � U � J SC �o o� � AGENDA MEMORANDUM N-ORPOftAY E Public Hearing and First Reading for the City Council Meeting of May 14,2024 is 52 Second Reading for the City Council Meeting of May 21,2024 DATE: April 19, 2024 TO: Peter Zanoni, City Manager FROM: Al Raymond, Development Services Department Alraymond@cctexas.com (361) 826-3275 Rezoning for a property at or near 2823 South Port Avenue and 2511 San Jacinto Drive CAPTION: Zoning Case No. ZN8200, Barajas Family Corporation (District 2). Ordinance rezoning a property at or near 2823 South Port Avenue and 2511 San Jacinto Drive from the "CG- 2" General Commercial District and the "RS-6" Single-Family 6 District to the "CG-2" General Commercial District; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval). SUMMARY: This item is to rezone the property to allow a commercial use; specifically, a retail plaza with a potential restaurant use. BACKGROUND AND FINDINGS: The subject property is an approximate half-acre, vacant and undeveloped, parcel in the westside area of the city, along the east side of South Port Avenue, an "A1" class arterial, and the south side of San Jacinto Drive, a local residential road, and abuts a large residential district. The subject property is within the High Terrace Subdivision of 1940. The properties to the north are zoned "CG-2" General Commercial with Medium-Density Residential use. To the east of the subject property, and further South Port Avenue, are properties zoned "CG-2" General Commercial District with commercial uses; as well as to the south of the site. The west of the subject parcel is the low-density "RS-6" Single- Family 6, High Terrace subdivision, with Medium-Density Residential uses. The "CG-2" General Commercial District permits restaurants, apartments, townhouses, overnight accommodation uses, educational facilities, medical facilities, commercial parking, offices, retail sales, and services, vehicle sales and services, and water- oriented uses. The applicant is requesting an amendment to the current zoning district to allow for commercial use that may include retail sales and services and restaurant uses. The proposed rezoning is consistent with many goals of Plan CC and the FLUM's designation of commercial. Public Input Process Number of Notices Mailed: 40 notices were mailed within the 200-foot notification area, and 6 outside the notification area. As of May 10, 2024: In Favor In Opposition 3 inside notification area 0 inside notification area 0 outside notification area 0 outside notification area A total of 0.00% of the 200-foot notification area is in opposition. ALTERNATIVES: None. FISCAL IMPACT: There is no fiscal impact associated with this item. RECOMMENDATION: Planning Commission and Staff recommended approval of the change of zoning from the "RS-6" Single-Family 6 District and "CG-2" General Commercial District on April 3, 2024. Vote Results For: 7 Against: 0 Absent: 1 LIST OF SUPPORTING DOCUMENTS: Ordinance Planning Commission Final Report Aerial Map Presentation - Aerial Map Zoning Case No. ZN8200, Barajas Family Corporation (District 2). Ordinance rezoning a property at or near 2823 South Port Avenue and 2511 San Jacinto Drive from the "CG-2" General Commercial District and the "RS-6" Single- Family 6 District to the "CG-2" General Commercial District; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval). WHEREAS, with proper notice to the public, a public hearing was held during a meeting of the Planning Commission during which all interested persons were allowed to appear and be heard; WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application 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 during a meeting of the City Council, during which all interested persons were allowed to appear and be heard; WHEREAS, the City Council has determined that this rezoning is not detrimental to the public health, safety, or general welfare of the City of Corpus Christi and its citizens; and WHEREAS, the City Council finds that this rezoning will promote the best and most orderly development of the properties affected thereby, and to be affected thereby, in the City of Corpus Christi. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The Unified Development Code ("UDC") and corresponding UDC Zoning Map of the City of Corpus Christi, Texas is amended by changing the zoning on the subject property being Lot 3A & 4, Block 6, High Terrace, as shown in Exhibit A, from: the "RS-6" Single-Family 6 District and "CG-2" General Commercial District to the "CG-2" General Commercial District. The subject property is located at or near 2823 South Port Avenue and 2511 San Jacinto Drive. Exhibit A, a map, is attached to and incorporated in this ordinance. SECTION 2. 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 including the penalties for violations as made and provided for in Article 10 of the UDC. SECTION 3. 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 4. All ordinances or parts of ordinances specifically pertaining to the zoning of the subject property that are in conflict with this ordinance are hereby expressly superseded. SECTION 5. A violation of this ordinance, or requirements implemented under this ordinance, constitutes an offense punishable by a fine not to exceed $2,000.00 for each offense; as provided in Article 1, Section 1.10.1 of the UDC, Article 10 of the UDC, and/or Section 1-6 of the Corpus Christi Code of Ordinances. SECTION 6. 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 7. This ordinance shall become effective upon publication. Introduced and voted on the day of , 2024. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary Page 2 of 3 Exhibit A 1,. SpN� N- 2 21 22 23 24 w S 25 29 06 to 6R 28 7 27 30 26 S 31 S'UB.IE - 32 s`,i -B PR:OPER.TY c c-2 33 34 1 35 4 36 1 �.. 37 a. O 15 14 A�aR 38 13 39 12 40 11 10 9 3 8 Nl�y� ST CASE: 0424-02 f Zoning and notice Area rhr:v L 5 RM-1 M.10—ily 1 IL Light Industrial RM3 Multifamily 2 IH Heavy Industrial .1 Multlta. 3 PUO Planned Hnit 10—Overlay ON Professional Office RS-10 Single-Family lG _ RMRT Muki(emily AT R" 5ingle-Fam!ly 6 - ON-1 Neighborhood Commercial RS,5 Single�Family 4.5 _ cm-2 N e ighborhootl Commercial RS-TF Tyro-Family CR-1 Resort Commercial RS-15 Single-Family 15 CR-2 Resort Commercia! RE Rasideatial Estala CG-1 General Commercial RS-TH Townhouse CG-2 General Commercial SP Special Permit CI "'naive Commercial RV Recreational Vehicle Park CEO Gauvntawn Cammerc'ml RMH Manufactured Ffome CR3 Resort Commercial ///-\ V FR Farm Rural w R;emrk oyaday �u�!'7�1■y] - -SUBJECT eP ensinesa Parh PROPERTY - Subject PmpeRy O Owners tv1d 200'GnRer In hwt oaaeag,l�a, o,.�>s Ctty Of Esn,HERE - - alra a �,ab Xircwwa rro Corpus LOCATION MAP Christi Page 3 of 3 ZONING REPORT Case # ZN8200 Applicant & Subject Property District: 2 Owner: Barajas Family Corporation Applicant: Norma Barajas Address: 2823 South Port Avenue and 2511 San Jacinto Drive, located at the southwest intersection of South Port Avenue and San Jacinto Drive, south of Baldwin Boulevard. Legal Description: Lot 3A & 4, Block 6, High Terrace Acreage of Subject Property: 0.44 acre(s) Pre-Submission Meeting: January 24, 2024 Zoning Request From: "RS-6" Single-Family 6 District and "CG-2" General Commercial District To: "CG-2" General Commercial District Purpose of Request: To allow for commercial use (specifically a retail plaza with a potential restaurant use). Land Development & Surrounding Land Uses Zoning District Existing Land Use Future Land Use Site "RS-6" Single-Family 6, Vacant, Commercial "CG-2" General Commercial Commercial North "CG-2" General Commercial Transportation (San Jacinto Dr), Transportation, Medium-Density Residential Commercial "RS-6" Single-Family 6, Commercial Commercial South ,CG-2" General Commercial Transportation (S. Port Ave), Transportation, East "CG-2" General Commercial Commercial Commercial West "RS-6" Single-Family 6 Low-Density Residential Medium-Density Residential Plat Status: The subject property consists of two platted lots per MRNCT (Map Records of Nueces County Texas); Lot 3A, Block 6, High Terrace per Volume 44 Page 113; Lot 4, Block 6, High Terrace per Volume 8, Page 14. Military Compatibility Area Overlay District (MCAOD, Effective August 22, 2022): The subject property is not within a MCAOD District. Code Violations: None. Transportation and Circulation Designation Section Proposed Section Existing South Port 4 Lanes, 4 Lanes, Avenue "Al" Minor Center Turn Lane, Center Turn Lane, Arterial Undivided 95 Feet 100 Feet San Jacinto "Local" 1 Lane & On-Street 1 Lane, Drive Residential Parking, & Parking 50 Feet 50 Feet t Transit: The Corpus Christi RTA (Regional Transportation Authority) provides service to the subject property via bus routes 12 Hillcrest/Baldwin, 21 Arboleda, and 23 Molina, along South Port Avenue, near Jacinto Drive. Bicycle Mobility Plan: The subject property is approximately 315 feet north of a proposed Bike Boulevard, along McArthur Street/Cleo Street, which connects to planned one-way cycle tracks along Tarlton Street, and a planned buffered bike lane, along South 19th Street. Utilities Gas: A 2-inch gas line exists along the southern boundary of the subject property and along South Port Avenue. Stormwater: An 18-inch RCP line exists along the north side of San Jacinto Drive, and a 24- inch RCP line along the east side of South Port Avenue. Wastewater: An 8-inch VCP line exists along the north side of San Jacinto Drive, and a 15- inch VCP exists along the east side of South Port Avenue. Water: A 6-inch ACP line exists along the south side of San Jacinto Drive, and a 16-inch CIP line exists along the west side of South Port Avenue. Corpus Christi Comprehensive Plan (Plan CC) Plan CC: Provides a vision, goals, and strategies, to guide, regulate, and manage future development and redevelopment within the corporate limits and extraterritorial jurisdiction (ETJ) was adopted in 2016. ADP (Area Development Plan): According to Plan CC the subject property is located within the Westside Area. The Westside ADP was updated on January 10, 2023. Water Master Plan: No improvements have been proposed. Wastewater Master Plan: No improvements have been proposed. Stormwater Master Plan: No improvements have been proposed. Public Notification Number of Notices Mailed 40 within a 200-foot notification area 6 outside 200-foot notification area In Opposition 0 inside the notification area 0 outside the notification area 0% in opposition within the 200-foot notification area (0 individual property owner) Public Hearing Schedule Planning Commission Hearing Date: April 3, 2024 City Council 1st Reading/Public Hearing Date: May 14, 2024 City Council 2►,d Reading Date: May 21 , 2024 Background: The subject property is an approximate half-acre, vacant and undeveloped, parcel in the westside area of the city, along the east side of South Port Avenue, an "Al" class arterial, and the south side of San Jacinto Drive, a local residential road, and abuts a large residential district. The subject property is within the High Terrace Subdivision of 1940. The properties to the north are zoned "CG-2" General Commercial with Medium-Density Residential use. To the east of the subject property, and further South Port Avenue, are properties zoned "CG-2" General Commercial District with commercial uses; as well as to the south of the site. The west of the subject parcel is the low-density "RS-6" Single-Family 6, High Terrace subdivision, with Medium-Density Residential uses. The "CG-2" General Commercial District permits restaurants, apartments, townhouses, overnight accommodation uses, educational facilities, medical facilities, commercial parking, offices, retail sales, and services, vehicle sales and services, and water-oriented uses. The applicant is requesting an amendment to the current zoning district to allow for commercial use that may include retail sales and services and restaurant uses. Plan CC (City of Corpus Christi Comprehensive Plan) Consistency: The proposed rezoning is consistent with the following Elements, Goals and Strategies for Decision Makers: • Future Land Use, Zoning, and Urban Design. o Corpus Christi development patterns support efficient and cost-effective use of resources and a high quality of life. ■ Encourage the protection and enhancement (neighborhood commercial support) of residential neighborhoods. ■ Promote the stabilization, revitalization, and redevelopment of older neighborhoods. ■ Encourage orderly growth of new residential, commercial, and industrial areas. ■ 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. ■ Support the separation of high-volume traffic from residential areas or other noise-sensitive land uses. Westside ADP (Area Development Plan) and FLUM (Future Land Use Map) Consistency: The proposed rezoning is consistent with the Westside ADP and FLUM designation of Commercial. Staff Analysis: Staff reviewed the subject property's background information and the applicant's purpose for the rezoning request and conducted research into the property's land development history to include platting, zoning, existing surrounding land uses, and potential code violations. Staff compared the proposed zoning's consistency with the applicable elements of the comprehensive plan. As a result of the above analysis, staff notes the following: • The proposed rezoning is consistent with many goals of Plan CC and the FLUM's designation of commercial. • Plan CC recommends development patterns that support a high quality of life. While the plan supports less intense commercial uses in adjacency to residential use; the development pattern along South Port Avenue reveals otherwise and appears to be the norm. With the pattern not reflecting the most appropriate transition, the UDC will ensure that development compatibility is achieved; through the prescription of buffers, increased setbacks, limitation on hours of operation with certain site features, and visual barriers such as fencing and screening. • Sited within a large general commercial district along South Port Avenue, and the residential-zoned lot with a FLUM designation of commercial, and the staggering arrangement pattern of the commercial district, the amendment will not impact the surrounding properties. Planning Commission and Staff Recommendation (April 3, 2024): After evaluation of case materials provided and subsequent staff analysis including land development, surrounding uses and zoning, transportation and circulation, utilities, Comprehensive Plan consistency, and considering public input, Planning Commission and staff recommend approval of the change of zoning. • The Zoning Map amendment will not have a negative impact on the surrounding neighborhood. • The amendment is compatible with the present zoning and conforming uses of nearby property and to the character of the surrounding area. Attachment(s): (A) Existing Zoning and Notice Area Map. (A) Existing Zoning and Notice Area Map 1 Sa No , N- 18 17 2 Z1 22 23 24 7 a S 25 0 29 NT0OR In 6 28 7 27 30 26 5 31 suB,Ec�r R .6 33 32 PRQPV, C G-2 34 1 '.` 35 4 36 1 37 0 �w0 14 �`epR 38 0 13 39 12 O 40 11 10 9 3 8 Al CASE. ZN8200 Curpu'; Zoning and notice Area Chrl^.I. ';x' RM-1 Multifamily 1 IL Light Indust-I h RM 2 MultRamily 2 IH Heavy Industrial RM-3 Multifamily 3 PU❑ Planned Unit Da,Overlay ON Professional ice RS-10 Single-Family 10 RMAT MUNlfaml ly AT RS$ Single-Family fi CN-1 Neighborhood Commercial RSd.5 Single-Family 4.5 ' CN-2 Neghhorhood Commercial RS-TF Two-Family _ CRA Resort Cammercial RS-15 Single-Family 15 CR-2 Reaon Commercial RE Residential Estate CG-1 Ge nerei Commercial R5-TH Townhouse ' CG-2 General Commercial SP Special Pail Cl Intensive Commercial RV Recreatwnal vehicle Park CBD Downtown Commercial RMH Manufactured Home CR-3 Resort Commercial i FR Farm Rural r H Hislaric Malloy � ;Su,,,lECT Bp Business Park Yw PROPERTY Su,,J f Pmperty 0.— .02W n�rtrar O fawn r+r 4 6 aacnaehw 00-f f e owners City of `b� if Fsrl,IAERI.- - — a ,- Corpus �e LOCATialV MAP Christi . ��= �•;��:=.. SON; 0 r' " r ., f. SUBJECT PROPERTY �. 1 1 I� .j: .. 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Ordinance rezoning a property at or near 110 Rolling Acres Drive from the "RS-6" Single-Family 6 District to the "ON/SP" Neighborhood Office District with a Special Permit; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval to the "ON/SP" Neighborhood Office District with a Special Permit.) SUMMARY: The purpose of the request is to allow for retail sales and service (service-oriented); specifically, a beauty shop and retail boutique. BACKGROUND AND FINDINGS: The subject 0.38-acre parcel, in the northwest area of the city, is developed with a single-family home. Although the lot is oriented onto Leopard Street, the existing single- family structure is sited at the rear of the property, 135 feet away from Leopard Street, with frontage onto a local residential road, Rolling Acres Drive. The parcel abuts Leopard Street, an "A2" class arterial road, mid-way from McKinzie Road to the west, an existing "A2" class arterial road, and Rand Morgan Road, to the east, a proposed "A2" class arterial road, and is within a modest "ON" Neighborhood Office District with patches of "RS-6" Single-Family 6 Districts, and large "CG-2" General Commercial districts to its east and west. The properties to the north, east, and west, of the subject property of the Rolling Acres Unit 2 Subdivision of 1948, are zoned "RS-6" Single-Family 6 District with low-density residential uses. The properties to the south of the subject parcel and Leopard Street, of the Rolling Acres Subdivision of 1946, are zoned "RS-6" Single-Family 6 District, with low-density residential use and a few vacant parcels. The "ON" Neighborhood Office District permits office uses, apartments, commercial parking, overnight accommodation uses except for a bed and breakfast home, educational facilities, government facilities except for detention facilities, medical facilities, places of worship, and community services uses. The applicant is requesting an amendment to the zoning map allow for retail sales and service (service-oriented); specifically, a beauty shop and retail boutique. Retail sales and services use is permitted as an accessory to a principal use in the "ON" Neighborhood Office District. The proposed rezoning is consistent with many goals of Plan CC; however, it is inconsistent with the FLUM's designation of Low-Density Residential. The request to amend the current zoning districts will warrant an amendment to the FLUM. Public Input Process Number of Notices Mailed: 13 notices were mailed within the 200-foot notification area, and 4 outside the notification area. As of May 10 2024: In Favor In Opposition 1 inside notification area 0 inside notification area 0 outside notification area 0 outside notification area A total of 0.00% of the 200-foot notification area is in opposition. ALTERNATIVES: Approval of the change of zoning from the "RS-6" Single-Family District to the "RS- 6/SP" Single-Family 6 District with a Special Permit. FISCAL IMPACT: There is no fiscal impact associated with this item. RECOMMENDATION: Planning Commission and Staff recommend approval of the change of zoning from the "RS-6" Single-Family 6 District to the "ON/SP" Neighborhood Office District on April 3, 2024. The Special Permit will be subject to the following conditions: 1 . Use: The only use allowed on the subject property other than uses permitted in the base zoning districts is retail sales and service (service-oriented), specifically a salon and retail boutique. 2. Buffer Yard: A 10-foot-wide buffer yard and 10-buffer yard points shall be required along the property boundaries adjacent to residential zoning districts. 3. Lighting: All lighting shall be shielded, and pole lights shall be of the full cut-off type. All light fixtures within 50 feet of the property boundaries adjacent to residential zoning districts shall be no greater than 15 feet in height. 4. Building Height: The building height requirement shall adhere to UDC Section 4.2.8.0 Modification of Heigh Regulations. 5. Hours of Operation: The hours of operation shall be limited from 7:00 AM to 10:00 PM. Customer access after 10:00 PM shall be prohibited. 6. Signage: Freestanding signage along Rolling Acres Drive is prohibited. 7. Noise: Noise regulations shall be subject to Section 31-3 of the Municipal Code. 8. Other Requirements: The conditions listed herein do not preclude compliance with other applicable UDC and Building and Fire Code Requirements. 9. Time Limit: In accordance with the UDC, this Special Permit shall be deemed to have expired within 12 months of this ordinance unless a complete building permit application has been submitted, and the Special Permit shall expire if the allowed use is discontinued for more than six consecutive months. Vote Results For: 7 Against: 0 Absent: 1 LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Zoning Case No. ZN7974, Leslie Lopez (District 1). Ordinance rezoning a property at or near 110 Rolling Acres Drive from the "RS-6" Single-Family 6 District to the "ON/SP" Neighborhood Office District; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend denial in lieu thereof approval to the "ON/SP" Neighborhood Office District with a Special Permit.) WHEREAS, with proper notice to the public, a public hearing was held during a meeting of the Planning Commission, during which all interested persons were allowed to appear and be heard; WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application 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 during a meeting of the City Council, during which all interested persons were allowed to appear and be heard; WHEREAS, the City Council has determined that this rezoning is not detrimental to the public health, safety, or general welfare of the City of Corpus Christi and its citizens; and WHEREAS, the City Council finds that this rezoning will promote the best and most orderly development of the properties affected thereby, and to be affected thereby, in the City of Corpus Christi. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. The Unified Development Code ("UDC") and corresponding UDC Zoning Map of the City of Corpus Christi, Texas are amended by changing the zoning on the subject property being Lot 5, Less 13 feet by 110 feet, Block 1, Rolling Acres, as described in Exhibit "A", from: the "RS-6" Single-Family 6 District to the "ON/SP" Neighborhood Office District with a Special Permit. The subject property is located at or near 110 Rolling Acres Drive. Exhibit A, a map , is attached to and incorporated in this ordinance. The Special Permit granted in this Section of this ordinance is subject to the following conditions: 1. Use: The only use allowed on the subject property other than uses permitted in the base zoning districts is retail sales and service (service-oriented), specifically a salon and retail boutique. 2. Buffer Yard: A 10-foot-wide buffer yard and 10-buffer yard points shall be required along the property boundaries adjacent to residential zoning districts. 3. Lighting: All lighting shall be shielded, and pole lights shall be of the full cut-off type. All light fixtures within 50 feet of the property boundaries adjacent to residential zoning districts shall be no greater than 15 feet in height. 4. Building Height: The building height requirement shall adhere to UDC Section 4.2.8.0 Modification of Heigh Regulations. 5. Hours of Operation: The hours of operation shall be limited from 7:00 AM to 10:00 PM. Customer access after 10:00 PM shall be prohibited. 6. Signage: Freestanding signage along Rolling Acres Drive is prohibited. 7. Noise: Noise regulations shall be subject to Section 31-3 of the Municipal Code. 8. Other Requirements: The conditions listed herein do not preclude compliance with other applicable UDC and Building and Fire Code Requirements. 9. Time Limit: In accordance with the UDC, this Special Permit shall be deemed to have expired within 12 months of this ordinance unless a complete building permit application has been submitted, and the Special Permit shall expire if the allowed use is discontinued for more than six consecutive months. SECTION 2. 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 including the penalties for violations as made and provided for in Article 10 of the UDC. SECTION 3. 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 4. All ordinances or parts of ordinances specifically pertaining to the zoning of the subject property that conflict with this ordinance are hereby expressly superseded except for the Military Compatibility Area Overlay Districts. This ordinance does not amend or supersede any Military Compatibility Area Overlay Districts, which, as adopted by Ordinance#032829, remain in full force and effect. SECTION 5. A violation of this ordinance, or requirements implemented under this ordinance, constitutes an offense punishable by a fine not to exceed $2,000.00 for each offense; as provided in Article 1, Section 1.10.1 of the UDC, Article 10 of the UDC, and/or Section 1-6 of the Corpus Christi Code of Ordinances. SECTION 6. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter. SECTION 7. This ordinance shall become effective upon publication. Introduced and voted on the day of , 2024. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary Page 2 of 5 Exhibit A STATE OF TEXAS I COUNTY OF NUECES Field notes of a 0.382 acre tract out of Lot 5,Block 1,"Rolling Acres Subdivision No.2"as shown on the plat recorded in Volume 11,Page 47,Map Records Nueces County,Texas.Said 0.382 acre tract being more particularly described as follows: BEGINNING at a 5/8"re-bar found at the intersection of the northeast right of way of Leopard Street and the northwest right of way of Rolling Acres Drive,in the southeast line of said Lot 5,and for the south corner of this survey. i THENCE with the common line of the northeast right of way of Leopard Street and this survey,North 58°43'l3"West,a distance of 124.34 feet to a 518"re-bar found in the northeast right of way of Leopard Street,in the common line of Lots 4 and 5,of said Block 1,and for the west comer of this survey. THENCE with the common line of said Lots 4 and 5,and this survey,North 31°l8720"Fast,a distance of 133.19 feet to a 5/8"re-bar set in the common line of said Lots 4 and 5,and for the north comer of this survey. THENCE across said Lot 5 with the northeast line of this survey,South 58°43'13"East,a distance of 124.84 feet to a 5/8"re-bar set in the northwest right of way of Rolling Acres Drive,in the southeast line of said Lot 5,and for the east comer of this survey,from WHENCE a 518"re-bar found for the east corner of said Lot 5,bears North 31°l8'20"East,a distance of 76.74 feet. THENCE with the common line of the northwest right of way of Rolling Acres Drive,said Lot 5,and this survey,South 31°18'20"West,a distance of 133.19 feet to the POINT of BEGINNING and containing 0.382 acres of land,more or less. Notes: 1.)Bearings are based on Global Positioning System NAD 83(93)4205 Datum. 2.)A Map of equal date accompanies this Metes and Bounds description. 3.)Set 5/8"re-bar=re-bar set with yellow plastic cap labeled Brister Surveying, I,Ronald E.Brister do hereby certify that this survey of the property legally described herein was made on the ground this day August 12,2023 and is correct to the best of my knowledge and belief r ona E.Brister, P S e.540 4 .OF T Date:August 14,2023. �4�°NS eq..J+ RONALD E.BRISTER 5407 tf Job No.231565 �a�9liiRV Page 3 of 5 pl- =ACREBD URVEY OF RACT OUT OF LOT 5,BLOCK 1 =["ROING NO.2'AS SHOWN ON THE PLAT RECORDED AP RECORDS NUECES COUNTY,TEXAS. f 'I I LO"f 7 LOT G SCALD 1"=40' o 4 REMAINDER OFLOT5 2b Z S58°43'13"E 124.84.(MEAS) I.Q PENCE 0.2'ourSME PROPER'T`LI PE I N Q 5 r LOT 4 yp� ¢ w w 3 r�ry yf c�4 a,p r_ rr1 0382ACRES1.I r�^.1 E. _ W 16,6217 S.F. f 3 3 Z F5 R I o g a o Do N� o O FENCE 0,Y INSIDE PROPERTY LINE N58e 43'13"W 124.84 (M AS) op_O,B, N57°4T 00 V 125.00' (DEED) LEOPARD STREET 150'RIGHT OF WAY X=WIRE FENCE O=SET 518"RE-BAR THISSURVEY HAS!SEEN P[RFORMED WITHOUT Q=FOUND 5/8"RE-BAR 'rH E BENEFIT OF A 111 LE COM M I L MLNT. Brister Surveying 1)TOTALSIEDEY INOEAEBA!ACRES .ISS Sau,B Padre Iola 1B DHre Sui,e S l '-.)BIEASUREp BEARINGS.4RH BASED W-OLD,It. Cerp�a Cnriui,'Ceyaa)ealY POBII'IOHING SYSI'1',N NAD D(4313N5 SAt- ' Of(151-MlIW 1)SF.TSR'RE.I IC AP LASCIEBARSE R.SU h 3618W-IBV2 YCLLON PLAS11C CAP lAtlCLfp BR15'RRSIiRIEYI�u. H hng"I: puuxcM wm OF 1•R 1)AMFTFS D OO\OS DLSCRIPDO\U F04AL F Rg li-N.IWTJBW �,;;STE :� DAiE 1CCONP111-S T1I155LRVLY hP'OG �OOY� \" CUEll BY GRAPHIC PLOTTING OM1LY.tHIt PpOPERTV L'J.G• � 1,.. III s SLR pY DOLS 0T1LVUE THE R ARC \Y'LSTOAIiQ�.OR LUCnI Orv505 ALL 5E%v 3UDk.2. 15 LOCATED WITHIN ZONE X ASDEFIUEO FABENF.YFS,AIGHT OE WAYS.OR UilL1IIES O,NTI{IS .... BY 1'HE EEOERAL EMERGENCY MAHnGGfi:Kl' RONALD E.BR . PROPERTY. Y" MAMEOAI\IUNITYPANEL 48355CUMG "14 S$0i A~1 LRONAW E.BRISTERD01[EREBYCERIII Y THAI' THIS SURVEY OFTHE PROPERI Y LE-V DATED. OCTOBER 13,2022 4H PF�S,1� DESCRIBE.HER L'IN IVAS MADEOYTHEGROU\'D IRIS DAY AUGUST ILI-0D AN'DISCORRECTTOTHE AND MIS®ISHOTLOCATEDINADESIGNATED OSURV -0T�OFAIYK.\OWL1DGE0.v UETIJF.F _ IW YEAR FLOOD LONE .% /J i sonvcY_PEAUGUST 14,2023 _ 30.140 2i156i RO ALDE.ORISTER R.P.L.S.NO.S+In Page 4 of 5 Exhibit B O N 10 9 5 8 6 SIZE JECT O N PROPERTY 7 QQ- �,� 13 Z� ov RS-& 4' CF QjD4p� 12 11 . 1 4 3 CASE: ZN7974 Zoning and notice Area 1, W � < t S RM-1 Multifamily 1 IL Light Industrial ' e6nyp RM-2 MuHNamlly 2 IH Heavy Industrial ?' RM-3 Muldtamlly 3 PUD Planned Unit Dev.Overlay ON Prafessianal Ofrice RS-10 Single-Fam ily 10 MAT Multifamily AT RS$ Single-Family6 CN-1 Neighborhood Commercial R",5 Single-Fatuity 4,5 CN-2 Nalghhorhood Commercial IRS-TF Two#am ily CR-1 Resort Commercial R8 -15 Single-Family 15 CR-2 Resort Commercial RE Residential Estate CG-1 Ge nere l Commerc lal RS-TH Townhouse CG-2 General Commercial Sp Special Permit Cl Intensive Commercial RV Recreational Vehicle Park CBD Downtown Commercial RMH Manufact urad Home 6 CR-3 Resort Commercial c » FR Farm Rural H Historic Overlay _ $U$1ECT S Lip Business Park _ PROPERTY flee w _ r Subpcf ProPecy OWrbts - w1h2W'baHer fdWr a' 4 owear Ah.200 Wed m yia0-- CiLV of Bri,HERE _ afrachedo hp�tabC /r o m COTUS LOCATION MAP Christi Page 5 of 5 ZONING REPORT Case # ZN7974 Applicant & Subject Property District: 1 Owner: Leslie Lopez Applicant: Leslie Lopez Address: 110 Rolling Acres Drive, located along the west side of Rolling Acres Drive, at the northwest intersection with Leopard Street, and east of McKinzie Road. Legal Description: Lot 5, Less 13 feet by 110 feet, Block 1, Rolling Acres. See Metes & Bounds. Acreage of Subject Property: 0.38 acre(s) Pre-Submission Meeting: June 8, 2024 Zoning Request From: "RS-6" Single-Family 6 District To: "ON" Neighborhood Office District Purpose of Request: The purpose of the request is to allow for retail sales and service (service-oriented); specifically, a beauty shop and retail boutique. Land Development & Surrounding Land Uses Zoning District Existing Land Use Future Land Use Site "RS-6" Single-Family 6 Low-Density Residential Low-Density Residential North "RS-6" Single-Family 6 Low-Density Residential Low-Density Residential Transportation (Leopard), Transportation (Leopard), South "RS-6" Single-Family 6 Low-Density Residential, Medium-Density Residential Vacant East "ON" Neighborhood Transportation (Rolling Ac), Transportation (Rolling Ac), Office Commercial Commercial West "RS-6" Single-Family 6 Low-Density Residential Low-Density Residential Plat Status: The subject property is platted per MRNCT (Map Records of Nueces County Texas) Volume 11 Page 47. A rezoning must precede the re-plat. Military Compatibility Area Overlay District (MCAOD, Effective August 22, 2022): The subject property is not within a MCAOD District. Code Violations: None Transportation and Circulation Designation Section Proposed Section Existing Leopard Street "A2" Secondary 4 Lanes, 4 Lanes, Arterial Divided Median, Median, 100 Feet 160 Feet Rolling Acres 1 Lane, 1 Lane, Drive "Local" Residential & On-Street Parking, & On-Street Parking, 50 Feet 60 Feet Zoning Report Page 2 Transit: The Corpus Christi RTA (Regional Transportation Authority) provides service to the subject property via bus route 27 Leopard, with stops at Leopard Street and Rolling Acres Drive, and Leopard Street and Round Tree Circle. Bicycle Mobility Plan: The subject property is approximately 800 feet north of a planned off- road multi-use trail, along the Turkey Creek/Kingwood ditch. Utilities Gas: A 4-inch WS line exists along the north side of Leopard Street, and a 2-inch WS line along the east side of Rolling Acres Drive. Stormwater: None. There are storm ditches along Rolling Acres Drive and Leopard Street. Wastewater: A 10-inch VCP exists along the north side of Leopard Street. Water: A 30-inch CIP line exists along the north side of Leopard Street, and an 8-inch PVC line also exists along the west side of Rolling Acres Drive. Corpus Christi Comprehensive Plan (Plan CC) Plan CC: Provides a vision, goals, and strategies, to guide, regulate, and manage future development and redevelopment within the corporate limits and extraterritorial jurisdiction (ETJ) was adopted in 2016. ADP (Area Development Plan): According to Plan CC the subject property is located within the Northwest Area. The Northwest ADP was adopted on July 9, 2001 . Water Master Plan: No improvements have been proposed. Wastewater Master Plan: No improvements have been proposed. Stormwater Master Plan: No improvements have been proposed. Roadway Master Plan: No improvements have been proposed. Public Notification Number of Notices Mailed 13 within a 200-foot notification area 4 outside 200-foot notification area In Opposition 0 inside the notification area 0 outside the notification area 0% in opposition within the 200-foot notification area (0 individual property owner) Public Hearing Schedule Planning Commission Hearing Date: April 3, 2024 City Council 1st Reading/Public Hearing Date: May 14, 2024 City Council 2►,d Reading Date: May 21, 2024 Background: The subject 0.38-acre parcel, in the northwest area of the city, is developed with a single- family home. Although the lot is oriented onto Leopard Street, the existing single-family structure is sited at the rear of the property, 135 feet away from Leopard Street, with frontage onto a local residential road, Rolling Acres Drive. The parcel abuts Leopard Street, an "A2" class arterial road, mid-way from McKinzie Road to the west, an existing "A2" class arterial road, and Rand Morgan Road, to the east, a proposed "A2" class arterial road, and is within a Zoning Report Page 3 modest "ON" Neighborhood Office District with patches of "RS-6" Single-Family 6 Districts, and large "CG-2" General Commercial districts to its east and west. The properties to the north, east, and west, of the subject property of the Rolling Acres Unit 2 Subdivision of 1948, are zoned "RS-6" Single-Family 6 District with low-density residential uses. The properties to the south of the subject parcel and Leopard Street, of the Rolling Acres Subdivision of 1946, are zoned "RS-6" Single-Family 6 District, with low-density residential use and a few vacant parcels. The "ON" Neighborhood Office District permits office uses, apartments, commercial parking, overnight accommodation uses except for a bed and breakfast home, educational facilities, government facilities except for detention facilities, medical facilities, places of worship, and community services uses. The applicant is requesting an amendment to the zoning map allow for retail sales and service (service-oriented); specifically, a beauty shop and retail boutique. Retail sales and services use is permitted as an accessory to a principal use in the "ON" Neighborhood Office District. Plan CC (City of Corpus Christi Comprehensive Plan) Consistency: The proposed rezoning is consistent with the following goals and strategies for Decision Makers: • Housing and Neighborhoods: o The design of new developments promotes a broader sense of neighborhood and community rather than creating isolated subdivisions or apartment complex developments with a lack of interconnection. ■ Encourage appropriate transitions between commercial and residential developments and between high and low-density residential developments. • Future Land Use, Zoning, and Urban Design o Corpus Christi development patterns support efficient and cost-effective use of resources and a high quality of life. ■ Encourage the protection and enhancement of residential neighborhoods. ■ Encourage orderly growth of new residential, commercial, and industrial areas. ■ 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. ■ Promote the monitoring of current development to identify infrastructure capacity deficiencies in advance of future development. o Corpus Christi has well-designed neighborhoods and built environments. ■ Encourage residential infill development on vacant lots within or adjacent to existing neighborhoods. ■ Promote interconnected neighborhoods with appropriate transitions between lower-intensity and higher-intensity land uses. ■ Support the separation of high-volume traffic from residential areas or other noise-sensitive land uses. ■ Screening fences, open spaces, or landscaping can provide an essential buffer between shopping and residential areas. Zoning Report Page 4 Northwest ADP (Area Development Plan) and FLUM (Future Land Use Map) Consistency: The proposed rezoning is inconsistent with the FLUM designation of Low-Density Residential; however, it is consistent with the following policies/statements of the ADP: • The expansion of business uses along Northwest Boulevard (F.M. 624) or any other arterial street should be planned and zoned so that the traffic carrying capacity of the street is protected. The plan recognizes the many existing commercial uses located along Northwest Boulevard, Leopard Street, and other arterial streets and calls for their continuance. Surrounding low-density residential activities should be buffered from higher-density commercial uses at the intersections with medium-density residential, office or light commercial uses. Staff Analysis: Staff reviewed the subject property's background information and the applicant's purpose for the rezoning request and conducted research into the property's land development history to include platting, zoning, existing surrounding land uses, and potential code violations. Staff compared the proposed zoning's consistency with the applicable elements of the comprehensive plan. As a result of the above analysis, staff notes the following: • The proposed rezoning is consistent with many goals of Plan CC; however, it is inconsistent with the FLUM's designation of Low-Density Residential. The request to amend the current zoning districts will warrant an amendment to the FLUM. • Staff observed that the property is part of the Northwest Area Development Plan, adopted on January 9, 2001 , which called for maintaining the Leopard Street commercial corridor character that persisted long before its adoption. • Plan CC calls for well-designed neighborhoods, well-built environments, and development patterns that support a high quality of life. o The Rolling Acres Unit 2 subdivision along the north side of Leopard Street, with 1,150 feet of frontage, was arranged with lots that also face Leopard Street, a commercial corridor that the nearly 24-year-old ADP acknowledged. Most of these lots, back-to-back with developed residential lots, over the years have been rezoned to "ON" Neighborhood Office District. The applicant's proposal indicates the subdivision of the original 0.5-acre parcel, to maintain the single- family use at the rear of the property with access on Rolling Acres Drive and develop the remaining parcel with retail sales and services use. o The "ON" Neighborhood Office District differs from its broader commercial district counterparts in the provision for office development mostly, by mainly limiting retail sales and services and restaurant uses. The "ON" District is most appropriate adjacent to most residential uses due to its very limited hazards and nuisances such as lower traffic generation; however, it only permits the applicant's proposed uses as an accessory use to a principal use. o Leopard Street is a commercial corridor with general commercial districts that are lined with residential subdivisions beyond. While staff finds it appropriate to maintain the existing pattern; granting a broader zoning district will allow uses able to impact neighboring properties, therefore, preservation and protection of the residential uses beyond is essential. Zoning Report Page 5 o Preservation and protection of the nearby uses will include restrictions on lighting, building height, signage, vehicular screening, and limits on the type of retail use. Staff Recommendation: After evaluation of case materials provided and subsequent staff analysis including land development, surrounding uses and zoning, transportation and circulation, utilities, Comprehensive Plan consistency, and considering public input, staff recommends denial of the "ON" Neighborhood Office District in lieu thereof the "ON/SP" Neighborhood Office District with Special Permit. The recommendation ensures compatibility with surrounding properties and character. The special permit is subject to the following conditions: 1. Use: The only use allowed on the subject property other than uses permitted in the base zoning districts is retail sales and service (service-oriented), specifically a salon and retail boutique. 2. Buffer Yard: A 10-foot-wide buffer yard and 10-buffer yard points shall be required along the property boundaries adjacent to residential zoning districts. 3. Lighting: All lighting shall be shielded, and pole lights shall be of the full cut-off type. All light fixtures within 50 feet of the property boundaries adjacent to residential zoning districts shall be no greater than 15 feet in height. 4. Building Height: The building height requirement shall adhere to UDC Section 4.2.8.0 Modification of Heigh Regulations. 5. Hours of Operation: The hours of operation shall be limited from 7:00 AM to 10:00 PM. Customer access after 10:00 PM shall be prohibited. 6. Signage: Freestanding signage along Rolling Acres Drive is prohibited. 7. Noise: Noise regulations shall be subject to Section 31-3 of the Municipal Code. 8. Other Requirements: The conditions listed herein do not preclude compliance with other applicable UDC and Building and Fire Code Requirements. 9. Time Limit: In accordance with the UDC, this Special Permit shall be deemed to have expired within 12 months of this ordinance unless a complete building permit application has been submitted, and the Special Permit shall expire if the allowed use is discontinued for more than six consecutive months. Attachment(s): (A) Metes & Bounds Description and Exhibit. (B) Existing Zoning and Notice Area Map. Zoning Report Page 6 (A) Metes & Bounds Description and Exhibit STATE OF TEXAS COUNTY OF NUECES Field notes of a 0.382 acre tract out of Lot 5.Block 1,"Rolling Acres Subdivision No.2"as shown on the plat recorded in Volume 11,Page 47,Map Records Nueces County,Texas.Said 0.382 acre tract being more particularly described as follows: BEGINNING at a 5/8"re-bar found at the intersection of the northeast right of way of Leopard Street and the northwest right of way of Rolling Acres Drive,in the southeast line of said Lot 5,and for the south corner of this survey. THENCE with the common line of the northeast right of way of Leopard Street and this survey,North 58'43'13"West,a distance of 124.84 feet to a 5/8"re-bar found in the northeast right of way of Leopard Street,in the common line of Lots 4 and 5,of said Block 1,and for the west comer of this survey. THENCE with the common line of said Lots 4 and 5,and this survey,North 31°l8720"East,a distance of 133.19 feet to a 5/8"re-bar set in the common line of said Lots 4 and 5,and for the north comer of this survey. THENCE across said Lot 5 with the northeast line of this survey,South 58°43'13"East,a distance of 124.84 feet to a 5/8"re-bar set in the northwest right of way of Rolling Acres Drive,in the southeast line of said Lot 5,and for the east corner of this survey,from WHENCE a 518"re-bar found for the east comer of said Lot 5,bears North 31°l8'20"East,a distance of 76.74 feet. THENCE with the common line of the northwest right of way of Rolling Acres Drive,said Lot 5,and this survey,South 31°18'20"West,a distance of 133.19 feet to the POINT of BEGINNING and containing 0.382 acres of land,more or less. Notes: 1.)Bearings are based on Global Positioning System NAD 83(93)4205 Datum. 2.)A Map of equal date accompanies this Metes and Bounds description. 3.)Set 5/8"re-bar=re-bar set with yellow plastic cap labeled Brister Surveying, I,Ronald E.Brister do hereby certify that this survey of the property legally described herein was made on the ground this day August 12,2023 and is correct to the best of my knowledge and belief. ` r ona E.Brister, P o a.540 r �(..••^(=•.••� Date:August 14,2023. RONALD E.SRISTER ......................... ...........• ......•v Y.. 5407 ;% <Ao rss8 Qtr Job No.231565 No sus+ Zoning Report Page 7 SURVEY OF A 0.382 ACRE TRACT OUT OF LOT 5,BLOCK 1 [[:"ROLLING:AC7RES SUBDIVISION NO.2"AS SHOWN ON THE PLAT RECORDED N VE 11,PAGE 47,MAP RECORDS NUECES COUNTY,TEXAS. 1 LO"f'7 LOT 6 SCALE 1"=40' 0 5 REMAINDER OFLOT5 a z S58°43'13"E 124.84'(MEAS) FENCE0.2.OUTSIDE .� PROPERTY LINE. l a LOT 4 ti0AI� Q< � � L a n 0.382 ACRES w w 16,627 S.F. z - o CD 3 C 25� I og �o O ZZ I yy -i PENCE 0.3'INSIDE PROPERTY LINE N58°43'13"W 124.84'(M AS) P.O.B. N57°47'00"W 125.00' (DEED) LEOPARD STREET 150'RIGHT OF WAY X=WIRE FENCr Q=SET 518"RE-BAR THIS SURVEY HAS BEEN PERFORMED WITT IO4'T ©=FOUND 5/8"RE-BAR THE 0EN'EFIT OVA III LE COM MITMLNT. Brister Surveying 10MM I?TOTALSURVEYEDARtLSD33DAL'HF.S. I155 5°°rh Padrr 10,.d D,w,S°iIl53 3.)NIEASURED BEARINGS.AAE BASCD UN GLDUAI. Co P.a CnrWi.Y° 1.11I POST]IONING SYSTEM NAD U(93)420 DAIL'NI. 'lil Off]d-8550-[890 IlSF.Tart'ftE A �SHIELREBARSETNtfll F'a 36 A8 ,8U2 YELLOW PLASTICCAPLABCLCDBRISTLR5URVEYING. flrisT°rsurv'etinggavrp"slxcEl'.mm S QF 7'F AAA METES AND BODNDS Df5C0.1VfT0\'DI'IVIhL FTm Rrgisvatien N°.IW]1g00 D TEACCOMPANHSTHISSURVEY. - Q,.GYsre.q s. �f� 1°OO-•41 THIS SL Rv?Y DOES NOT I.NCLVOE THE RESE{NRC'11, BY GRAPHIC PLOTTING ONLY,THIS PROPERTY y(Q" +.... N''ESTIGATION.ORLOCATIONSOFALLSERVITUOFS. IS I.UCAI'F.D+S'ITMlN ZONE X AS DEFINEDZER EASEMEN 15.RIGHTOF WAYS.OR UTITT11E50NT115 BY THE ff.DERAL EMERGENCY MANAGEMENT RONALD E.BR18 N. PROPERTY. -'!"" A ERIR'Y THAT MAPS CONYh1UM1'ITY PM'EL 483SSC D280G 4� 07 I.RONALDEBRISTE DO HERESY C ar THISSURVEVOFTHP.PROPERTYIEGALLY DATED OCTOBER 13,2022 GPFl SAC.• DESCRIBED HEIE11 IVASMADEON'THEGROUND �'"-"' THIS DAY AUGUST I12023 A,NDISCORRLCTTOTHE AND L315 015 NOT LOCATED IN A DESIGNAT ED kQ SURv� BfST�OFSIY KN'OWL FOGE VD BFIJEF, _ lW YEAR FWOUZONE suxvLY owls AUG UST Id,2023 C/yf" •1{/W�JIII JOB NO.231565 RO ALDEARISIER R.P.L.S.N0.5407 Zoning Report Page 8 (B) Existing Zoning and Notice Area Map ON 10 ` 9 f r 5 8 SUBJECT < ON PROPERTY 13 v� Q- �`% RS-6 C�oDRR� 12 11 ON 1 2 4 3 CASE: ZN7974 Zoning and notice Area - ( S RM-1 Multifamily 1 IL Light Industrial �Hy RM-2 MuNitamily 2 IH Heavy Industrial 1M.3 Multifemi4 3 PUD Planned Unit Dev.Overlay ON Professional Ica RS-10 Single-Family 10 MAT Multifamily AT R58 Single-Family 6 k°a, CN-1 Neighborhood Commercial RS4.5 Single-Family 4.5 CN-2 N.ghhorhood Commercial RS-TF Two-Family CRA Resort Commercial 15 Singla-Family lS CR-2 Reacrt Commercial RE Resid.mial Estate CC -1 Genera l Commercial RS-TH Townhouse CS-2 General Commercial SP Special Perm if CI Intensive Commercial RV ftecreat'mnal Vehkcle Park CBD Downtown Commercial RMH Manufactured Home "--_ CR-3 Resort Commercial r� FIR Farrn Rural J H Hiafodc overlay SUBJECT BP Business Park PROPERTY iM°ar 0 Svbjacf P,ry O Owr»rs _ wRh 2W b f- favor 5 4 ow aAl.200,ksledo owners Cityol' Esri,HERE' _ aitachedc—hprahla mn COI LOCATION MAP Christi 0 � r P �.. 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W L n cu cu O N Q N 2 cu W C U Q) E U U Ur W N N N cu p L � — � W Q— c Q _ � p cn cy Q c� .L � } — � Q w J o W Za p w z (n � Z ' cu _ N cr LL N � O W W W LL � Z fA = N W O fA Q H O p Q) CL -0 c m 2 � fA Z O U H -0 � S cl �o o� � µCORPOOI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting May 21 , 2024 DATE: May 14, 2024 TO: Peter Zanoni, City Manager FROM: Ernesto De La Garza, Director of Public Works ErnestoD2(a)cctexas.com (361) 826-1677 Josh Chronley, Assistant Director of Finance & Procurement Josh C2(a-)cctexas.com (361) 826-3169 Purchase of Traffic Signal Control Cabinets for Public Works CAPTION: Motion authorizing execution of a three-year supply agreement with Mobotrex, Inc., of Davenport, Iowa, for $506,250.00, through the BuyBoard Cooperative, for the purchase of 45 replacement traffic signal control cabinets to be used by the Public Works Department, with FY24 funding of $84,375.00 from the Streets Fund. SUMMARY: Motion authorizing a supply agreement with Mobotrex, Inc., of Davenport, Iowa, to replace 45 traffic control signal cabinets due to age or damage City-wide. BACKGROUND AND FINDINGS: The Traffic Signals Division, under the Public Works Department, is responsible for maintaining and operating the City's 255 traffic and pedestrian signals. Adjacent to every signal is a traffic signal control cabinet. These cabinets are vital to the operation of traffic and pedestrian signals. They house all the electrical hardware that is for the operation and control of traffic movements, coordination of signal timing, traffic detection, and reducing failure in the event of power loss. The new cabinets will serve as an upgrade to obsolete cabinets that do not adhere to the National Electrical Manufacturers Association (NEMA) TS2 standard which sets minimum requirements to ensure high network reliability in Intelligent Transportation Systems (ITS). These new cabinets will improve traffic management operations between traffic signals and the City's Traffic Management Center (TMC), be equipped with Malfunction Management Units (MMU-2) which automatically notify the TMC of signal malfunctions and includes the equipment to allow upgrades to "Flashing Yellow Arrow" signals. In addition to upgrading obsolete cabinets, the purchase will provide for emergency replacement at locations where the cabinet was damaged due to a vehicular accident or natural event (e.g. lighting strike, hurricane). Over the last 3 years, the Department has replaced at least 13 cabinets as a result of emergency events. PROCUREMENT DETAIL: This procurement is through the BuyBoard Cooperative. Contracts awarded through the BuyBoard Cooperative have been competitively procured in compliance with Texas, local and state requirements. Procurement staff found Mobotrex to have the greatest discount pricing compared to other suppliers offering the same or equivalent products and services. In 2022, the City purchased a collective total of 60 traffic cabinets from Mobotrex at a price per cabinet of $9,680.00. However, the price per traffic cabinet has inflated to $11 ,250.00 in 2024. This current bid amounts to a sixteen (16%) increase from the bid obtained from Mobotrex in 2022. ALTERNATIVES: An alternative to accepting the lowest, responsive, responsible bidder, Mobotrex, Traffic would be forced to reject all bids. The inability to replace obsolete and damaged cabinets will result in limited or complete loss of operations for a traffic and pedestrian signal. FISCAL IMPACT: The fiscal impact for FY 24 will be $84,375 with funding available in the Street Fund. FUNDING DETAIL: Fund: 1041 Streets Organization/Activity: 12310 Traffic Signals Department: 33 Streets Project # (CIP Only): N/A Account: 520130 Maintenance and Repairs RECOMMENDATION: Staff recommends approval of the motion authorizing this supply agreement with Mobotrex for the purchase of 45 replacement traffic control signal cabinets as presented. LIST OF SUPPORTING DOCUMENTS: Suply Agreement Price Sheet Presentation 0 0 6 0 LO Lf) N N E 1 30 LF) O i H O O U b4 U > D O o O LO x N � Y 0 �4 O O U O h U LO O U C E q U E O O x J W 0- O U a- O UZ � Z � Z in ti O OooM CL C N O U ti W :F- O X U U o c� J U D O N r— U n UO U (Q D u Q N o cz ~ U U >. O D W > m ~ U ii ci> DocuSign Envelope ID:069A7BC3-BE93-4CE7-AC55-F3E25A025067 bus G� CO-OPERATIVE PURCHASE AGREEMENT NO. 5690 U Traffic Signal Cabinets for Public Works yCaeaoRp 1852 THIS Traffic Signal Cabinets for Public Works Co-operative Purchase Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home- rule municipal corporation ("City") and Mobo Trex, Inc ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). 1. Co-operative Agreement. Contractor has agreed to provide Traffic Signal Cabinets for Public Works in accordance with its agreement with Buyboard Cooperative #703-23 (the "Co-operative Agreement"), which is incorporated by reference herein as if set out here in its entirety. In the event of a conflict between this Agreement and the Co-operative Agreement, this Agreement shall govern to the extent allowed by the Co-operative Agreement. 2. Scope. Contractor will provide Traffic Signal Cabinets for Public Works in accordance with the attached Statement of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 3. Term. The Term of this Agreement is three years beginning on the date provided in the Notice to Proceed from the City's Procurement Division. The parties may mutually extend the term of this Agreement for up to zero additional zero-year periods ("Option Period(s)"), provided, the parties do so in writing prior to the expiration of the original term or the then-current Option Period. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 4. Compensation and Payment. This Agreement is for an amount not to exceed $506,250.00, subject to approved amendments and changes. All pricing must be in accordance with the attached Quote, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Invoices must be mailed to the following address: Co-operative Purchase Agreement Standard Form Page 1 of 3 DocuSign Envelope ID:069A7BC3-BE93-4CE7-AC55-F3E25A025067 City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 5. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Velma Pena Title: Contracts/Funds Administrator Address: 2525 Hygeia Street, Corpus Christi, Texas 78415 Phone: 361-826-1933 Fax: N/A IF TO CONTRACTOR: Mobo Trex, Inc Attn: Vincent Holdridge Title: Inside Sales Address: 301 W Howard Lane, Austin, Texas 78753 Phone: 512-521-3337 Fax: 563-323-8256 6. Entire Agreement. This Agreement, along with the Co-operative Agreement, constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. [Signature Page Follows] Co-operative Purchase Agreement Standard Form Page 2 of 3 DocuSign Envelope ID:069A7BC3-BE93-4CE7-AC55-F3E25A025067 CONTRACT -&Signed by: Signature: ,V., Printed Name: Vincent Holdridge Title: inside sales Rep Date: 3/22/2024 CITY OF CORPUS CHRISTI Josh Chronley Assistant Director of Finance — Procurement Date: APPROVED AS TO LEGAL FORM: Assistant City Attorney Date Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Incorporated by Reference Only: Co-operative Agreement: Buyboard Cooperative #703-23 Co-operative Purchase Agreement Standard Form Page 3 of 3 DocuSign Envelope ID:069A7BC3-BE93-4CE7-AC55-F3E25A025067 Attachment A - Scope of Work 1.1 General Requirements A. The Contractor shall provide traffic signal cabinets as per specification outlined in this Scope of work. B. The intent of this specification is to describe the minimum acceptable design and operational requirements for a TS-2 Type 1 Cabinet assembly and shall conform to NEMA Traffic Controller Assemblies Standards Publication TS-2-2003v 02.06 or latest edition. A copy of sample drawing is attached in this Scope of work (Exhibits 1-A). C. The Cabinet shall include the components listed below to form a completely functional 8 phase traffic control cabinet (see specifications for individual components requirements 1 . One Typel6LEip Smart- Monitor Malfunction Management Unit (MMU-2) with Ethernet port, Make: EDI or equivalent 2. One Power supply, Make: EDI or equivalent 3. Four Bus Interface Units (BTUs), Make: EDI or equivalent 4. Sixteen Load Switches, Make: EDI or equivalent 5. Eight Flash Transfer Relays, Make: EDI or equivalent 6. One Solid State Flasher, Make: EDI or equivalent D. There shall be no changes accepted in the materials/parts after the contract is awarded. E. The Contractor shall follow the latest editions of National Electrical Manufacturers Association (NEMA) Traffic Control Systems Standards Publications, Texas Manual on Uniform Traffic Control Devices (TMUTCD, Manual on Uniform Traffic Control Devices (TMUTCD), American Association of State and Highway Transportation Officials (AASHTO} Standard specifications for Structural Support for Highway Signs, Luminaries and Traffic Signals. 1.2 Cabinet Standards A. Exterior 16 load bay cabinets NEMA Size 6 shall be supplied, and cabinets shall meet the following criteria: 1 . Materials shall be 5052-H32 0.125-inch thick aluminum. 2. The aluminum shall have mill finish per NEMA TS-2-2003v02.06 7.7.3 or latest edition. 3. Door hinge shall be of the continuous type with a stainless-steel hinge pin. Rivets shall not be used to attach the hinge. DocuSign Envelope ID:069A7BC3-BE93-4CE7-AC55-F3E25A025067 4. All external fasteners shall be stainless steel. 5. The door handle shall be stainless steel. 6. Seams around fan or fan mounting plate shall be sealed with clear RTV silicone. 7. There shall be no holes in the top of cabinet. 8. The doorstop rod shall be steel rod. The brackets attaching the stop rod to the door and cabinet shall be aluminum and welded in place. 9. This door switch shall be wired to place an input to Alarm 1 (BIU # 2 Pin 23b) when the cabinet door is opened. B. Shelf Height 1 . The cabinet shall have two shelves installed. 2. The backboard shall be mounted under the bottom shelf, NOT BEHIND IT. C. Ventilating Fan Assembly 1 . Two ventilating fans shall be provided and controlled by one thermostat. 2. Each fan motor shall be equipped with sealed ball bearings. 3. Fans shall be mounted inside the cabinet on the left and right above the door opening behind the front end of the cabinet. 4. Fan must have fan guard. D. Air Filter Assembly 1 . Air filter shall be one-piece re-useable aluminum filter and shall be held in place by metal thumbscrews at each corner. 2. Air filter shall be 16" x 12" x 1 ". E. Cabinet Light Assembly 1 . An 18" to 24" cool white LED light strip with protective lens. 2. The fixture shall be factory made and all components shall be housed in a factory-made strip fixture enclosure. 3. An on/off switch that is turned on when the cabinet door is opened and off when it is closed shall activate the cabinet light. F. Pull out Drawer Assembly 1 . A pull-out drawer shall be installed, centered on the bottom shelf. 2. The drawer shall be made of aluminum and come out on full extension drawer slides. 3. There shall be a compartment for documentation storage. 4. The lid shall be hinged at the rear, to gain access to the storage area. DocuSign Envelope ID:069A7BC3-BE93-4CE7-AC55-F3E25A025067 5. The drawer will be used to store documents as well as support a notebook computer. 6. The drawer slides shall be of the ball bearing type. 7. Dimensions of the drawer shall be 24" wide x 13" deep x 2" tall. G. Power Distribution Panel Design and Construction 1 . The power panel shall consist of a separate module, securely fastened to the right-side wall of the cabinet. 2. The power panel shall be wired to provide the necessary filtered power to the load switches, flashers and power bus assembly. 3. It shall be manufactured from 0.090 inch, 5052-H32 aluminum with a removable plastic front cover. 4. The panel shall be of such design to allow a technician to access the main and auxiliary breakers without removing the front cover. 5. The power panel shall house the following components. a. A minimum of one 20-amp main breaker I. The breaker shall supply power to the controller, MMU, signals, cabinet power supply and auxiliary panels. II. Breakers shall be at minimum a thermal magnetic type, U.L listed for HACR service, with a minimum of 10,000 amp interrupting capacity. b. Two 15-amp, auxiliary breakers 1 . The first breaker shall supply power to the fan, light, utility receptacle, flash circuit and two auxiliary standard receptacles (one on each side of the cabinet) just above the top shelf. 2. The second breaker shall be installed as a spare breaker. 3. Both circuit breakers line side shall have a jumper between each other and will be fed from an external main circuit breaker. c. An EDCO SHA-1250 (or exact approved equal) surge suppressor shall be installed on the 120V AC incoming line. The alarm output from the suppressor shall be connected so that it places an input to Alarm 4 (BIU # 2 Pin 20a) when the unit fails. d. A normally open seventy-five (75) amp solid state replay. e. A minimum of an eight-position neutral bus bar capable of connecting three # 12 AWG wires per position shall be provided. f. A minimum of six position ground bus bar capable of connecting three #12 awg wires per position shall be provided. g. Outlet DocuSign Envelope ID:069A7BC3-BE93-4CE7-AC55-F3E25A025067 I. One outlet shall be installed in the cabinet for maintenance use to be mounted and easily available. II. Two convenience outlets shall be installed, one on each side of the cabinet just above the top shelf to be used for communication equipment. H. Inside Control Panel Switches 1 . The inside door panel shall contain three switches. a. Auto/Flash b. Stop Time On/Off c. Test/Normal 2. Door panel switches shall be hard wired. 3. The AUTO/FLASH switch shall have two positions: a. AUTO b. Flash c. This switch shall permit the intersection to flash and allow the CU to cycle. d. When in the FLASH position, this switch shall provide an input to Alarm 3(BIU # 2, Pin 19b) and shall not remove power from the CU, MMU, or BIU's e. When this switch is placed in the AUTO position, it shall NOT initiate the CU start up sequence. 4. The STOP TIME switch shall have two positions. a. ON b. OFF c. This switch shall stop time the CU when in the "ON" position. 5. The TEST/NORMAL switch shall have two positions -TEST and Normal I. Police Panel Switches 1 . A locking auxiliary Police door shall be provided within the main door that will allow access to a panel of switches for Police manual control. 2. Police panel shall contain two switches. a. AUTO/FLASH switch shall have i. Two positions -AUTO and FLASH ii. The switch shall operate according to (TS-2-2003 v02.06 section 5.5.3.10 or latest edition). iii. When in the flash position, this switch shall provide an input to BIU # 2 Pin 22b. DocuSign Envelope ID:069A7BC3-BE93-4CE7-AC55-F3E25A025067 iv. When the switch is placed in the AUTO position the CU shall enter the Start-Up Flash see (TS2-2003 v02.06 3.9.1 .1 or latest edition) b. Manual/Automatic Switch shall have: i. Two positions- Manual and Automatic ii. Applies a Manual Control Enable input to the controller and will allow the Manual Advance Push Button to be active. iii. Switch shall override any external controls in effect. c. Signal Manual Advance Push Button shall have: i. Shall be on a six-foot cord. ii. The switch shall have a Manual Advance push button switch as specified in (TS-2-2003 v02.06 section 3.5.5.5 item 6 & 7 or latest edition). J. Cables 1 . All cables shall be of sufficient length to access any shelf position. 2. All cables shall be encased in a protective sleeve along their entire length. 3. The cabinet shall be equipped with two extra Port 1 (SDLC) cables, properly terminated for use. 4. Shall provide power adapters for TS-2 Type 1 and TS-2 Type 2 Controller Unit. K. Flash Operation When the cabinet is in MMU Flash, BIU # 2 Pin 23a shall also be asserted. L. Wire Termination 1 . All connector-wiring harnesses shall terminate all wires on the terminal blocks, whether the wires are utilized or not. 2. This shall pertain to all devices being installed at the factory or in the field. M. Backboards 1 . The terminal and facilities (TF) shall be a sixteen position, NEMA Type 1 configuration four as shown in TS-2-2003v02.06 5.3.1 .1 Table 5.2 or latest edition. 2. Load switches shall be arranged as follows: a. LS1-LS8 shall be wired and labeled as Vehicle Channels. b. LS9-LS12 shall be wired and labeled as Pedestrian Channels. c. LS13-LS16 shall be wired and labeled as Overlap Channels. 3. All wires terminated behind the backboards as well as any additional panels shall be soldered. No pressure or solderless connectors shall be used. DocuSign Envelope ID:069A7BC3-BE93-4CE7-AC55-F3E25A025067 4. The backboard shall be hinged at the bottom and be secured at the top with thumbscrews or wing nuts. a. The thumbscrews or wing nut shall be retained such that when loosened to access the background they will not become separated and fall. b. The background shall pivot a minimum of 90 degrees from the vertical position to the horizontal position, with no interference, to facilitate access to wiring and components on the back of the panel. c. The backboard shall be centered on the back panel of the cabinet. N. Section 5.3.5 Power Supply: NEMA Traffic Control Systems Standard Publication TS 2- 2003v03.06 shall be amended to provide a power connection adapter for TS2 Type 1 Controller Units. O. Input/output Terminals As a minimum the terminal shall be provided for the input/output signals listed in NEMA TS-2-2003 v02.06 5.3.1 .2 Table 5-3 or latest edition for configuration 1 and the following: Function Purpose Alarm 1 Cabinet Door Open Alarm 2 Lightning Suppression Fail Alarm 3 Technician Flash Alarm 4 UPS Status P. Controller Unit Power Up The CU shall be powered through the "Start- Delay Relay" circuit of the MMU. Q. Flashing Operation All cabinets shall be wired to flash RED for all phases. Flashing display shall alternate between phases 1-4 and phases 5-8. R. Detector Rack 1 . Two detector racks shall be installed in the cabinet. 2. The detector rack shall conform to NEMA configuration 2(NEMA TS-2-2003 v02.06 5.3.4 or latest edition). 3. Each rack shall be addressable for BIU8-BIU 11 . 4. An address configuration label shall be easily viewable per detector rack. S. Field Terminal Locations 1 . Field terminals shall be located at the bottom of the backboard. DocuSign Envelope ID:069A7BC3-BE93-4CE7-AC55-F3E25A025067 2. Their order shall be left to right beginning with Phase one and following the order of the load switches. 3. Screw type terminal shall be used. T. Bus Interface Unit 1 . Bus interface units (BTUs) shall as a minimum meet all NEMA Traffic Control Systems Standard Publication TS-2-2003 v02.06 Section 8 or latest edition requirements. 2. All BTUs shall provide three separate front panel indicator light emitting diode (LED) for: Power, Transmit, Valid Data. 3. Cabinets shall be provided with four BIUs. a.Two for Terminals and Facilities (TF). b.Two for detector rack. U. Cabinet Power Supply 1 . The Cabinet power supply shall meet minimum all NEMA Traffic Control Systems Standard Publication TS-2-2003 v02.06 Section 5.3.5 or latest edition requirements. 2. All power supplies shall also provide a separate front panel indicator LED for each of the four outputs. 3. Front panel banana jack test points for 24VDC and logic ground shall be provided. 4. The Cabinet power supply shall be shelf mounted and shall not be attached to the back panel or shelf. V. Flash Transfer Relays All eight flash transfer relays shall as a minimum meet NEMA Traffic Controls Systems Standard Publication TS-2-2003v02.06 Section 6 or latest edition requirements W. Load Switches All load switches shall as a minimum meet NEMA TS-2-2003 v02.06 Section 6 or latest edition requirements X. Inductive Loop Detector Section 6 of NEMA Traffic Control Systems Standard TS-2- 2003 v02-06 shall be amended to delete section 6.5 "Inductive Loop Detectors." DocuSign Envelope ID:069A7BC3-BE93-4CE7-AC55-F3E25A025067 Y. Power Connector Adapter Section 5.3.5 of NEMA TS-2 2003 v02.06 shall be amended to provide a power connector adapter for TS2 Type 2 as well as a connector for TS2 Type 1 Controller Units. 1.3 Order Placement and Delivery A. The Contractor shall deliver traffic cabinets as per specification outlined in this Scope of Work. B. Once order is placed, the acceptable lead time for delivery is within 4 to 6 weeks. C. During first delivery, the Contractor shall provide 2 copies of the programming and operations manuals and two copies of the repair documentation for the equipment. D. A permanent label/bar code with the serial number and date of manufacturer shall be attached to Bus Interface Unit and Cabinet Shell (on the inside of cabinet door) E. A list of serial number and manufacturing dates shall be provided with each equipment. F. Deliveries will be accepted Monday to Friday (excluding City Holidays) between the hours of 8:00 AM to 4:00 PM, Central Standard Time. G. Delivery FOB: 2525 Hygeia Street, Corpus Christi, TX 78415 1.4 Contract Pricing A. The quantity mentioned in the bid/pricing form is an estimated quantity for 3 years. The City will place an order for approximately 15 traffic cabinets every year for 3 years. From current and future requirements, we have estimated that the City will order a minimum of 15 traffic cabinets over three years. B. The Unit price is inclusive of labor, materials, equipment, transportation and all other expenses which are required to complete the work in accordance with the drawings and specifications. C. The Unit Price offered for FOB destination, Freight included. D. The Unit price will remain fixed during the term of the contract. 1.5 Invoicing The Contractor shall invoice after each delivery. The Contractor's invoice shall contain Supply Agreement No, Delivery Address, Product Type and Quantity. DocuSign Envelope ID:069A7BC3-BE93-4CE7-AC55-F3E25A025067 1.6 Contractor Quality Control and Superintendence The Contractor shall establish and maintain a complete Quality Control Program that is acceptable to the Contract Administrator to assure that the requirements of the Contract are provided as specified. The Contractor will also provide supervision of the work to insure it complies with the contract requirements. 1.7 Drawings See approved cabinet schematic diagrams Exhibits 1-A DocuSign Envelope ID:069A7BC3-BE93-4CE7-AC55-F3E25A025067 Aobotre` F ATTACHMENT B - PRICING Moe��iry Quote Number: 1931044 109 West 55th Street I Davenport, IA 52806 1 (563)323-0009 Date: 02/16/2024 Customer: Corp001 Expire Date: 2/28/2025 TONY SALINAS Prepared By: Holdridge, Vincent V. STREET DEPARTMENT Needs Liftgate Tony Salinas (361) 826-1610 2525 Hygeia Corpus Christi TX 7841 5-41 1 7 United States Contact: TONY SALINAS Description: CITY OF CORPUS CHRISTI Part# Description Quantity Price Extended CAB469-2101-451 CABINET:TS2,5116,CCTX01,712-017,NO PT,PL 45 $11,250.00 $506,250.00 Sale Amount: $506,250.00 Sales Tax: 0.00 Misc Charges: 0.00 Total Amount: $506,250.00 Notes: SHIPPING INCLUDED ALL ITEMS LISTED ON OUR BUYBOARD CONTRACT#703-23. 3-YEAR AGREEMENT 15 PER YEAR Terms: THIS QUOTE IS BASED ON THE ENTIRE VALUE AND VOLUME OF ALL LINE ITEMS- Prices listed on this quote are valid only in the event of purchase of all line items in the quantities listed, in their entirety. Purchases of individual line items will require a new quote prior to acceptance of any purchase orders. Shipment of the material will be approximately 90 days after receipt of both an acceptable purchase order and approved submittal data if required. PAYMENT TERMS ARE NET 30 DAYS with prior approved credit. MoboTrex, Inc. retains title to material until paid in full. A service charge of 1.5% per month (18%annual rate)will be assessed against all past due accounts. Prices and delivery quoted are firm for 30 days from the data of bid. The above quote does not include installation of the products quoted. On-Site technical assistance is available and will be quoted upon request. Quotation does not include sales tax. Sales tax will be added at time of invoice unless a valid Sales Tax Exempt certificate has been provided. Sales tax exempt certificate should accompany customer Purchase Order. Limited Warranty: MoboTrex, Inc. only obligations shall be to replace such quantity of the product proven to be defective. Warranty Period: The length of warranty manufacturers have conveyed to the seller and which can be passed on to the buyer. Thank you for the opportunity to provide this quote. Mobotrex, Inc Monday, February 19,2024 07:52 AM Page 1 of 1 OOG �� � O � N 16.4 16.4 V � � o O � � O � � � o � o Ov •� o c� ZO Q� ro= �W•11 >N N 0 �: U .• •N 0 'N � � •� ,� �•1 (U (j) ut 72 U O •� N � O o Q • � � U cn� °blo 3 � 1 U +� o-2m 11 V j - - e ooc O ^, W W W a� O o C� o � 0 U Lb -� 0 U rn N ti bA �, o o `" 0) N -61 c 0 LO a� H � � ooe rblo LO O O ^^ll bO Qn O � � O � O V � � O � � V O � V - , � S cl �o o� � µCORPOOI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting May 14, 2024 DATE: May 14, 2024 TO: Peter Zanoni, City Manager FROM: Ernesto De La Garza, Director of Public Works ErnestoD2@cctexas.com (361) 826-1677 Josh Chronley, Assistant Director of Finance & Procurement Josh C2(a-)cctexas.com (361) 826-3169 1 F_Closed Circuit Televised (CCTV) Inspection, Cleaning of Stormwater Lines CAPTION: Motion authorizing execution of a one-year service agreement, with two one-year options, with CSI Consolidated, LLC, dba AIMS Companies, of Pearland, in an amount not to exceed $1,380,178.75 and a potential amount up to $4,140,536.25 if options are exercised, for closed circuit televised inspection and cleaning of storm water lines for the Public Works Department, with FY 2024 funding of $575,074.48 from the Storm Water Capital Fund. SUMMARY: This motion authorizes a one-year service agreement, with two one-year options, with CSI Consolidated, LLC, dba AIMS Companies, for closed circuit televised (CCTV) of storm water underground lines for the purpose of inventory and assessment. This is a budget enhancement approved by Council in the FY24 budget. The approval of this item will allow for 10% of the City's 350-mile storm system to be assessed and inventoried. This is a new servicing contract being pursued by Storm Water department. 360 solicitations were sent out and only received one bidder which was CSI. CSI currently has multi-year agreements with CCW to perform the same activities. BACKGROUND AND FINDINGS: In March of 2020, the City of Corpus Christi formed the Public Works Department that would eventually incorporate Streets, Traffic and Storm Water. One of the activities of Storm Water is the maintenance and operation of underground storm water pipes. Before the creation of Public Works, these activities resided as the responsibility of CCW. Public Works currently maintains 680 miles of storm water pipes and boxes. The system has never been inventoried or assessed on a pro-active basis. Currently Storm Water reacts to system failures rather than having a plan for replacement. In the next two years, Storm Water will be adding a dedicated Maintenance of Lines construction crew that will not only react to emergencies but will use this CCTV data to plan replacements of the system. PROCUREMENT DETAIL: Finance & Procurement conducted a competitive Request for Bid (RFB) process to obtain bids for a new contract for closed circuit televised inspection and cleaning of storm water lines for Public Works. The City received a responsive, responsible bid, and is recommending the award to CSI Consolidated LLC, dba Aims Companies, of Pearland. CSI Consolidated LLC, dba Aims Companies has fulfilled contracts with the City since 2017 and recently was awarded a contract for similar services with another City department. Although they were the sole bidder for this procurement, CSI Consolidated LLC, dba Aims Companies' prices have remained constant with market costs, enabling them to secure City contracts. ALTERNATIVES: An alternative would be not to approve this agreement and the department would continue to be reactive in maintaining our system. FISCAL IMPACT: The fiscal impact to FY 2024 is $575,074.48 with funding available in the Storm Water Capital fund. FUNDING DETAIL: Fund: 4533 Storm Water 2022 Capital Improvements Fund Organization:89 Department: 47 Project # (CIP Only): 21031 Storm Water Pipe Inspection Activity: 210314533EXP Account: 530000 Professional Services RECOMMENDATION: Staff recommends approval to execute this motion authorizing a one-year service agreement, with two one-year options, with CSI Consolidated, LLC, dba AIMS Companies, of Pearland, for CCTV inspection, cleaning of stormwater lines for Public Works as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Bid Tab City of Corpus Christi Bid Tab Finance - Procurement CCTV Inspection for Public Works Sr. Buyer: Marco Lozano RFB NO. 5528 Bid Open :January 10,2024 CSI Consolidated LLC dba Aims Companies Pearland,Texas Item DESCRIPTION QTY UNIT UNIT PRICE PRICE TOTAL No. 1 MOBILIZATION (MAX.5%) LS 1 $ 1,700.00 $ 1,700.00 TEMPORARY TRAFFIC CONTROL DEVICES (ARTERIAL DAY 15 $ 1,200.00 $ 18,000.00 2 STREET TEMPORARY TRAFFIC CONTROL DEVICES DAY 15 $ 1,500.00 $ 22,500.00 3 COLLECTOR STREET TEMPORARY TRAFFIC CONTROL DEVICES (LOCAL DAY 90 $ 1,000.00 $ 90,000.00 4 STREEr 5 TRAFFIC CONTROL PLAN EA 120 $ 75.00 $ 9,000.00 6 PORTABLE CHANGEABLE MESSAGE SIGNS (PCMS) EA 120 $ 75.00 $ 9,000.00 7 PIPE CLEANING 8"PIPE SIZE LF 1700 $ 4.65 $ 7,905.00 8 PIPE CLEANING 10"PIPE SIZE LF 850 $ 4.65 $ 3,952.50 9 PIPE CLEANING 12"PIPE SIZE LF 17500 $ 4.65 $ 81,375.00 10 PIPE CLEANING 15"PIPE SIZE LF 16000 $ 8.00 $ 128,000.00 11 PIPE CLEANING 18"PIPE SIZE LF 8500 $ 8.00 $ 68,000.00 12 PIPE CLEANING 20"PIPE SIZE LF 450 $ 8.00 $ 3,600.00 13 PIPE CLEANING 21"PIPE SIZE LF 1100 $ 8.00 $ 8,800.00 14 PIPE CLEANING 22"PIPE SIZE LF 350 $ 8.00 $ 2,800.00 15 PIPE CLEANING 24"PIPE SIZE LF 3200 $ 8.00 $ 25,600.00 16 PIPE CLEANING 27"PIPE SIZE LF 850 $ 15.00 $ 12,750.00 17 PIPE CLEANING 30"PIPE SIZE LF 850 $ 15.00 $ 12,750.00 18 PIPE CLEANING 48"PIPE SIZE LF 375 $ 25.00 $ 9,375.00 19 PIPE CLEANING 60"PIPE SIZE LF 750 $ 25.00 $ 18,750.00 20 PIPE CLEANING 78"PIPE SIZE LF 350 $ 35.70 $ 12,495.00 21 PIPE CLEANING 84"PIPE SIZE LF 350 $ 35.70 $ 12,495.00 22 PIPE CLEANING 96"PIPE SIZE LF 700 $ 55.50 $ 38,850.00 23 PIPE CLEANING 108"PIPE SIZE LF 1200 $ 55.50 $ 66,600.00 24 RC BOX CLEANING 4-25 SF AREA SF 5800 $ 7.00 $ 40,600.00 25 RC BOX CLEANING 26-50 SF AREA SF 11750 $ 9.00 $ 105,750.00 26 RC BOX CLEANING 51-150 SF AREA SF 12250 $ 20.00 $ 245,000.00 27 RC BOX CLEANING 151-800 SF AREA SF 6400 $ 40.00 $ 256,000.00 28 CCTV 8"PIPE SIZE LF 1700 $ 0.75 $ 1,275.00 29 CCTV 10"PIPE SIZE LF 850 $ 0.75 $ 637.50 30 CCTV 12"PIPE SIZE LF 17500 $ 0.75 $ 13,125.00 31 CCTV 15"PIPE SIZE LF 16000 $ 0.75 $ 12,000.00 32 CCTV 18"PIPE SIZE LF 8500 $ 0.75 $ 6,375.00 33 CCTV 20"PIPE SIZE LF 450 $ 0.75 $ 337.50 34 CCTV 21"PIPE SIZE LF 1100 $ 0.75 $ 825.00 35 CCTV 22"PIPE SIZE LF 350 $ 0.75 $ 262.50 36 CCTV 24"PIPE SIZE LF 3200 $ 0.75 $ 2,400.00 37 CCTV 27"PIPE SIZE LF 850 $ 0.75 $ 637.50 38 CCTV 30"PIPE SIZE LF 850 $ 0.75 $ 637.50 39 CCTV 48"PIPE SIZE LF 375 $ 0.75 $ 281.25 40 CCTV 60"PIPE SIZE LF 750 $ 0.75 $ 562.50 41 CCTV 78"PIPE SIZE LF 350 $ 0.75 $ 262.50 42 CCTV 84"PIPE SIZE LF 350 $ 0.75 $ 262.50 43 CCTV 96"PIPE SIZE LF 700 $ 0.75 $ 525.00 44 CCTV 108"PIPE SIZE LF 1200 $ 0.75 $ 900.00 45 CCTV 4-20 SF AREA RC BOX SF 5800 $ 0.75 $ 4,350.00 46 CCTV 24-36 SF AREA RC BOX SF 11750 $ 0.75 $ 8,812.50 47 CCTV 40-1 10 SF AREA RC BOX SF 12250 $ 0.75 $ 9,187.50 48 CCTV 140-800 SF AREA RC BOX SF 6400 $ 0.75 $ 4,800.00 49 REVERSE SETUP (ALL PIPE SIZES) EA 100 $ 0.75 $ 75.00 TOTAL $ 1,380,178.75 DocuSign Envelope ID: 13F03D88-C4CB-4C13-84A4-6DFA68D9FCD5 US 00 � 0 > SERVICE AGREEMENT NO. 5528 U Closed Circuit Televised (CCTV) Inspection, Cleaning of NO RPON Af� 1852 Stormwater Line THIS Closed Circuit Televised (CCTV) Inspection, Cleaning of Stormwater Line Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and CSI Consolidated LLC, dba AIMS Companies ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Closed Circuit Televised (CCTV) Inspection, Cleaning of Stormwater Line in response to Request for Bid/Proposal No. 5528 ("RFB/RFP"), which RFB/RFP includes the required scope of work and all specifications and which RFB/RFP and the Contractor's bid or proposal response, as applicable, are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Closed Circuit Televised (CCTV) Inspection, Cleaning of Stormwater Line ("Services") in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2. 2. Term. (A) The Term of this Agreement is one year beginning on the date provided in the Notice to Proceed from the Contract Administrator or the City's Procurement Division. The parties may mutually extend the term of this Agreement for up to two additional one-year periods ("Option Periods)"), provided, the parties do so in writing prior to the expiration of the original term or the then-current Option Period. (B) At the end of the Term of this Agreement or the final Option Period, the Agreement may, at the request of the City prior to expiration of the Term or final Option Period, continue on a month-to-month basis for up to six months with compensation set based on the amount listed in Attachment B for the Term or the final Option Period. The Contractor may opt out of this continuing term by providing notice to the City at least 30 days prior to the expiration of the Term or final Option Period. During the month-to-month term, either Party may terminate the Agreement upon 30 days' written notice to the other Party. Service Agreement Standard Form Page 1 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID: 13F03D88-C4CB-4C13-84A4-6DFA68D9FCD5 3. Compensation and Payment. This Agreement is for an amount not to exceed $1 ,380,178.75, subject to approved extensions and changes. Payment will be made for Services performed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Any amount not expended during the initial term or any option period may, at the City's discretion, be allocated for use in the next Option Period. Invoices must be mailed to the following address with a copy provided to the Contract Administrator: City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 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. The City's Contract Administrator for this Agreement is as follows: Name: Velma Pena Department: Public Works Phone: 361-826-1933 Email: VelmaP@cctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, 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 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event that a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the Service Agreement Standard Form Page 2 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID: 13F03D88-C4CB-4C13-84A4-6DFA68D9FCD5 bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Agreement by reference as if each bond's terms, conditions, and amounts were fully set out here in its entirety. 6. Purchase Release Order. For multiple-release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. 7. Inspection and Acceptance. City may inspect all Services and products supplied before acceptance. Any Services or products that are provided but not accepted by the City must be corrected or re-worked immediately at no charge to the City. If immediate correction or re-working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item's bid/proposal price, must be paid by the Contractor within 30 days of receipt of City's invoice. 8. Warranty. (A) The Contractor warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B) In addition, the products purchased under this Agreement shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. (C) Contractor warrants that all Services will be performed in accordance with the standard of care used by similarly situated contractors performing similar services. 9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator. Service Agreement Standard Form Page 3 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID: 13F03D88-C4CB-4C13-84A4-6DFA68D9FCD5 10. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such Services in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 12. Subcontractors. In performing the Services, the Contractor will not enter into subcontracts or utilize the services of subcontractors. 13. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other applicable taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Velma Pena Title: Contracts/Funds Administrator Address: 2525 Hygeia St., Corpus Christi, Texas 78415 Phone: 361-826-1933 Fax: 361-826-1627 IF TO CONTRACTOR: CSI Consolidated, LLC, dba AIMS Companies Attn: David Groce Title: Manager Address: 3405 Almeda Genoa Rd., Houston, Texas 77047 Service Agreement Standard Form Page 4 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID: 13F03D88-C4CB-4C13-84A4-6DFA68D9FCD5 Phone: 281-485-8816 Fax: 281-485-8820 17. CONTRACTOR SHALL FULLY 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 WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, 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 A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS EMPLOYEES OR AGENTS. 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 SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City may terminate this Agreement for Contractor's failure to comply with any of the terms of this Agreement. The City must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City may terminate this Agreement immediately thereafter. (B) Alternatively, the City may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City may also terminate this Agreement upon 24 hours written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Owner's Manual and Preventative Maintenance. Contractor agrees to provide a copy of the owner's manual and/or preventative maintenance guidelines or instructions if available for any equipment purchased by the City pursuant to this Service Agreement Standard Form Page 5 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID: 13F03D88-C4CB-4C13-84A4-6DFA68D9FCD5 Agreement. Contractor must provide such documentation upon delivery of such equipment and prior to receipt of the final payment by the City. 20. Limitation of Liability. The City's maximum liability under this Agreement is limited to the total amount of compensation listed in Section 3 of this Agreement. In no event shall the City be liable for incidental, consequential or special damages. 21. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 22. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor 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 had been omitted. 23. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1 ); then, D. the Contractor's bid response (Exhibit 2). 24. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement if required by said statute. 25. Governing Law. Contractor agrees to comply with all federal, Texas, and City laws in the performance of this Agreement. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 26. Public Information Act Requirements. This paragraph applies only to agreements that have a stated expenditure of at least $1,000,000 or that result in the expenditure of at least $1,000,000 by the City. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Contractor Service Agreement Standard Form Page 6 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID: 13F03D88-C4CB-4C13-84A4-6DFA68D9FCD5 agrees that the contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. 27. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. Service Agreement Standard Form Page 7 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID: 13F03D88-C4CB-4C13-84A4-6DFA68D9FCD5 CONTRACTOR Ls usigned by: Signature: "��` �l"'�,s", , S Printed Name: Steven Hudson Title: c00 Date: 4/16/2024 CITY OF CORPUS CHRISTI Josh Chronley Assistant Director of Finance - Procurement Date: Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance and Bond Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit l : RFB/RFP No. 5528 Exhibit 2: Contractor's Bid/Proposal Response Service Agreement Standard Form Page 8 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID: 13F03D88-C4CB-4C13-84A4-6DFA68D9FCD5 ATTACHMENT A: Scope of Work 1.1 General Reg uirements/Background Information The Contractor shall provide Closed Circuit Televised (CCTV) Inspection and cleaning of stormwater line within the City's right-of-way and on public property as outlined in this Scope of Work. 1.2 Scope of Work A. General a. The scope of work consists of furnishing all labor, materials, equipment, supervision and performing all work necessary to internally inspect, clean and record the condition of designated stormwater inventory as shown on the bid form. Work includes cleaning of the pipeline (from the most upstream reaches of the study area downstream toward the outfall or lift station) using high pressure water jets, use of mechanical cleaning equipment or other means as may be required, removal of remote obstructions, and the legal transport and disposal of materials generated by the cleaning process. b. The Public Works Department will provide reference maps highlighting the stormwater line segments to be cleaned and inspected during this project. c. The Public Works Department will provide reference ID asset numbers for all manholes and pipelines on the maps. These reference numbers shall be utilized by the Contractor(s) on the video inspection reports. An Excel spreadsheet will be provided to the Contractor that will list upstream and downstream manhole locations, location descriptions, access location (i.e. street/easement), and GIS footage. Additional columns will allow the Contractor to record linear footage cleaned, segment CCTV footage, reversal linear footage, direction of camera travel, comments, and section complete status. d. It shall be the responsibility of the Contractor(s) to adhere to all applicable OSHA rules and regulations while performing work on any and all City- related projects or jobs (to include, but not necessarily limited to "Confined Space Entry"). DocuSign Envelope ID: 13F03D88-C4CB-4C13-84A4-6DFA68D9FCD5 e. The Contractor shall obtain all required municipal and other governmental license and permits. The Contractor shall obtain approval or consent from utilities or carriers, such as a telephone companies or other persons or organizations or authorities upon whose proper performance of work under the contract might affect. The contractor shall request written release from responsibility for the performance of work under the contract if and to the extent such work is preclude by the inability to obtain such approval or consent. For the duration of the contract, the Contractor shall abide by all federal, state, and local laws and regulations. f. The Contractor shall notify third parties (such as public and private utilities) of their intent to perform work in an area where such parties may have rights to underground property or facilities and request maps or other descriptive information as to the nature and location of such underground facilities or property and assurance of the Contractor's ability to enter upon any public private lands to which assess is required for performance of the work under contract. The Contractor shall obtain written permission for access to private property where easement is inadequate. g. The Contractor shall review all available information pertinent to the project site, including reports prepared under previously accomplished studies or surveys and any other data relating to the design of the project, including maps, drawings, construction specifics, stormwater system records etc., as provided by the City. The Contractor shall request these documents as least five days in advance. h. The Contractor shall obtain a secure storage area of a size that can adequately accommodate the required equipment, vehicles, and materials for the period of performance of the agreement at the Contractor's expense. i. The Contractor shall have the ability to communicate with the City at all times. j. The Contractor shall have a cellular telephone at which the Contractor's superintendent can be reached at any time. The Contractor shall provide daily notification of work locations to the City's designated Project Representative. The Contractor shall also immediately notify the City in the DocuSign Envelope ID: 13F03D88-C4CB-4C13-84A4-6DFA68D9FCD5 event that a point repair is required or if lodged equipment causes a blockage, spill or an overflow. k. If, during the Contractor's operation in the collection system, evidence of an imminent or potential pipe collapse (such as pieces of pipe, fresh soil, or backfill are noted in the debris removed from the system) or other situations that would result in a public hazard, the Contractor shall immediately halt work on that line segment and contact the City Administrator. I. In the area where brush and other vegetation make access to the stormwater mains designated for cleaning and inspecting less than desirable and/or the route to the access point(s) is not via a recorded easement, the Contractor shall provide its own access for the purpose of cleaning and inspection. Contractor will coordinate with property owner/resident to unlock gates or secure livestock and/or pets during field activities. The Contractor shall respect all private and public property owner's rights. Any fence removal and replacement, clearing, mowing, and/or trimming of trees, bushes, grass, plants, etc. for the ingress and regress by the Contractor to a designated project site will be the Contractor's responsibility. m. All customers that refuse to allow access, vegetation clearing, or any other work required by the Contractor shall be referred to the City Administrator as soon as practicable and documented in writing within 48 hours for City action and follow up. n. The Contractor is responsible for disposing of all materials removed from the stormwater pipes during cleaning. B. Work and Materials Provided by the City The Public Works Department will provide the following at no cost to the Contractor: a. Community awareness measures and project signage informing that stormwater maintenance is scheduled with the Contractor. b. Instructions on how to respond to residents that approach the Contractor during the stormwater cleaning and inspection process. DocuSign Envelope ID: 13F03D88-C4CB-4C13-84A4-6DFA68D9FCD5 c. Legal and physical access to collection system manholes on the portions within the project limits. d. Exposure of buried manholes and assistance in opening seized manhole lids that could not be accessed or opened by the Contractor using normal industry standard procedures. e. Any excavation, opening, backfilling, and/or repair of stormwater lines, and/or streets, required to remove the Contractor's equipment caught in the stormwater pipe due to defects and not caused by the Contractor's negligence. See Section on "Emergency Pipeline Blockage Plan". f. The Contract Administrator will act as liaison between the Public Works Department and the Contractor for the duration of the project. C. Existing Utilities a. The Contractor shall be held responsible for the protection of existing utilities, as well as all damage that may occur as a result of the operations. The Contractor shall be responsible for temporarily relocating utilities for the convenience of the Contractor. In areas where existing utilities are within and adjacent to the established limits of work and could be damaged as a result of the Contractor's operations, the Contractor shall take all necessary precautions to protect such utilities from damage. Furthermore, in the event that damage to other utilities occur, the Contractor shall be fully responsible for the repair of any such damage without additional cost to City or the affected utility owner. b. It shall be the Contractor's responsibility to determine the exact location of existing utilities that may impact their work. c. Where overhead power lines are in close proximity to the work, the Contractor shall comply with all state and local regulations and laws and contact, if necessary, the appropriate owner, generally AEP or Nueces Electric Cooperative. 1.3 Traffic Control A. The Contractor shall be responsible for providing sufficient traffic control measures to ensure safe conditions and to minimize inconveniences to motorists. Temporary traffic control devices shall conform to the latest edition of the Texas Manual on Uniform Traffic Control Devices, which provides a DocuSign Envelope ID: 13F03D88-C4CB-4C13-84A4-6DFA68D9FCD5 number of typical temporary traffic control plans that may be implemented into the project. The Contractor shall determine if revisions or modifications to these typical plans are required for any specific site and, when required by City staff, shall submit the plans to the Traffic Department for approval. The Contractor is responsible for determining whether the traffic control is sufficient for road/traffic conditions and for acquiring any necessary permits from the City. B. For work adjacent to, in, or under TxDOT ROW, the Contractor shall obtain all necessary TxDOT permits and strictly adhere to all provisions contained therein. C. The Contractor shall furnish, install, move, replace, and maintain all necessary temporary traffic controls, including, but not limited to, barricades, signs, barriers, cones, lights, signals, temporary detours, temporary striping and markers, flag-men and such temporary devices, and the relocation of existing signs and devices as necessary to safely complete the project. D. Temporary traffic controls shall be measured and paid on a per day basis. Payment for traffic control will be based on the roadway classification where traffic control measures are required. 1.4 Safety A. The work identified for this project involves activities in and around confined spaces. The Contractor and/or a Contractor-independently-retained employee or safety consultant shall implement a confined space entry program in accordance with OSHA standards to govern the presence and activities associated with working in and around confined spaces. The Contractor shall, as a function of the Health and Safety Plan, implement a confined space entry program. B. The Contractor shall maintain a copy of the Confined Space Entry Program on- site at all times. The Contractor shall take all necessary actions to ensure that the Contractor's employees and the employees of other contractors have read, understand and follow the plan. All employees to be utilized in confined space entry work must present certificates indicating confined space entry training by an entity certified to teach such training as defined by OSHA. C. The Contractor shall submit a copy of the Confined Space Entry Program to the Contract Administrator after the Notice to Proceed of the Contract but before commencing with the work. The City assumes no liability for the effectiveness of the plans and/or procedures and in no way does this submittal relieve the Contractor of any liability under the contract. D. Prior to beginning work, Contractor shall submit the following for approval: a. Resident Notification Letter (Sample Letter Included) DocuSign Envelope ID: 13F03D88-C4CB-4C13-84A4-6DFA68D9FCD5 b. Vehicular and Pedestrian Traffic Control Plan and Procedures i. The Contractor shall prepare and submit a generic traffic control plan that describes the measures that will be taken to control vehicular and pedestrian traffic during the course of the project in areas where normal traffic flow will be disrupted by the Contractor's operations. ii. During the course of the cleaning and inspection of the stormwater system, it may become necessary or desirable to disrupt the normal flow of vehicular or pedestrian traffic in work area. These disruptions should be minimized and carried out in compliance with the City of Corpus Christi rules and regulations regarding temporary traffic control and/or in compliance with other local entities having jurisdiction over the control and disruption of normal traffic flow. iii. The Contractor shall also comply with the Texas Department of Transportation Manual on Uniform Traffic Control Devices and standards for traffic control in work areas. In the case of a conflict between standards, the local codes will govern. iv.Any traffic control effort on major streets, arterials, or divided roads shall be submitted to the City Traffic Engineering Department for approval prior to implementing the traffic control plan. The Contractor is responsible for coordination of traffic control measures between local entities including, but not limited to, the City of Corpus Christi. The Contractor shall identify the locations of area where permits are required for work in right-of-ways in this plan. The City Administrator shall provide the right-of way permits, if necessary, identified by the Contractor upon ten (10) days advance notice by the Contractor of the requirement of the permits. The plan should cover all project areas and should have facilities and contingencies to cover all potential traffic related situations. C. Emergency Pipeline Blockage Plan i. The Contractor shall prepare and submit a detailed Emergency Pipeline Blockage Plan that describes, in detail, the measures that the Contractor will implement in the event that the equipment that is being utilized by the Contractor or his agents becomes lodged in the pipeline and is not retrieved by non-intrusive methods. ii. The Contractor shall be responsible for the removal of equipment using non-intrusive methods. The Contractor will not utilize any intrusive methods other than via existing manholes or structures. In situations where it will be required to open the pipe for intrusive removal of equipment, the Contractor shall contract the City immediately so that the City can coordinate the removal of equipment for the Contractor. DocuSign Envelope ID: 13F03D88-C4CB-4C13-84A4-6DFA68D9FCD5 iii. If the cause of equipment removal is due to Contractor negligence, the City will perform the operation and will in turn charge the Contractor for such work, including material, equipment, labor and overhead for repairs to pipelines, manholes, appurtenances, and surface restoration. iv.The plan should cover all project areas and should have facilities and contingencies to cover all potential pipe blockage situations. d. Health and Safety Plan (Including a Confined Space Entry Plan) i. The Contractor shall submit a Health and Safety Plan in accordance with Occupational Safety and Health Administration (OSHA) Standards 29 CFR 1910 and 1926 to the City Administrator at or prior to the project kickoff meeting. The Health and Safety Plan will be submitted and reviewed prior to the start of work. ii. The Health and Safety Plan shall clearly state the hazardous substances that may be encountered during the course of the Project and the protective safety procedures and equipment requirements for all tasks to be performed. Additional health and safety documents required are: • A written Hazard Communication and written Confined Space Entry Program in accordance with City and OSHA standards. • Safety Data Sheet File • Operation guides and manuals for all equipment to be utilized on the project • OSHA forms 200 and 101 iii. The Contractor shall post all documentation as required by OSHA and the City and the Contractor shall require all on-site employees and subcontractors to read, sign and follow the Health and Safety Plan. A signed copy of the Health and Safety Plan shall be kept at the work site at all times. All Contractor employees and subcontractors shall be properly trained in accordance with applicable standards and regulations. The City shall not be responsible for any hazardous materials uncovered or revealed at any site where work is being performed during this project. iv.The Contractor shall immediately notify the City Administrator of any suspected hazardous materials before or during the performance of work and shall take all necessary precautions to avoid the further spread or contamination of the environment by the materials. e. Quality Control and Assurance Plan. DocuSign Envelope ID: 13F03D88-C4CB-4C13-84A4-6DFA68D9FCD5 1.5 Pipe Cleaning Technical Provisions A. General a. The work covered by these specifications consists of furnishing all equipment, materials, labor, supervision, and incidental items necessary to perform the cleaning of the stormwater system. Equipment shall be capable of cleaning and inspecting spans of stormwater lines up to 1 ,500 linear feet or greater. B. Cleaning Requirements a. The City of Corpus Christi Public Works Department Pre-Treatment Division must inspect all equipment used by the Contractor to clean stormwater lines or capture and transport debris and material removed from the stormwater collection system. Contact Contract Administrator to schedule the inspection. All cleaning equipment and hauling vehicles used on this project must also be registered with the TCEQ, and proof of this registration must be provided to the City prior to any work being performed under the contract. C. Equipment Requirements a. High-Velocity Jet (Hydro-Cleaning) Equipment i. All high-velocity stormwater cleaning equipment shall be constructed for ease and safety of operation. The Contractor shall have a selection of two or more high-velocity nozzle. ii. The nozzles shall be capable of producing a scouring action from 10 to 60 degree in all size lines designed to be cleaned. The equipment shall carry its own water tank, auxiliary engines, pumps, and hydraulically driven hose reel. b. Hydraulically Propelled Equipment i. The equipment used shall be of a movable dam type and be constructed in such a way that a portion of the dam may be collapsed at any time during the cleaning operation to protect against the flooding of the stormwater system. The movable dam shall be equal in diameter to the pipe being cleaned and shall provide a flexible scraper around the outer periphery to ensure grease removal. c. Mechanically Powered Equipment i. Bucket and/or winch machines shall be in pairs with sufficient power to perform the work in an efficient manner. Machines will be belt-operated or have an overload device. Machines with a direct drive that could cause damage to the pipe will not be allowed. A power rodding machine shall be DocuSign Envelope ID: 13F03D88-C4CB-4C13-84A4-6DFA68D9FCD5 either a sectional or a continuous rod type capable of holding a minimum of 750 feet of rod. The rod shall be specially heat-treated steel. d. Jet Vac (Vactor) Cleaning Equipment i. Vactor cleaning equipment as necessary to remove debris during cleaning Operation. D. Execution a. General Stormwater Line Cleaning i. Stormwater line cleaning shall be performed with hydraulically propelled high velocity jets, and/or mechanical power equipment. Equipment shall be based on field conditions, such as access to manhole, type and quantity of debris to be removed, size of stormwater line, and depth of flow. Selected equipment shall be capable of cleaning spans of stormwater main at a minimum of up to 1 ,500 linear feet without the need for a reverse set-up unless authorized by the City Administrator. ii. Hydraulic or mechanical means shall be used to remove all dirt, grease, rocks, sand and other materials and obstructions from the stormwater lines. The Contractor shall provide a mechanism to prevent debris from moving downstream from the line segment being cleaned. The method of cleaning for each segment shall be based on site conditions and shall be approved by the Engineer. iii. Cleaning shall start from the upstream reaches of the study area or neighborhood and progress downstream. b. Root Removal i. Roots shall be removed within the cleaning limits and shall be considered part of stormwater cleaning procedures. Special attention should be given during the cleaning operations to ensure complete removal of roots from the joints. Chemical means of root control or removal SHALL NOT be used on this project. c. Manhole Cleaning i. Walls shall be washed using high pressure jet capable of 1 ,500 psi. Debris from the vault or manhole shall be vacuumed and disposed of in same manner as debris removed from the stormwater main cleaning. d. Debris Disposal i. The Contractor shall dispose of debris removed from cleaning operations on this project at the Greenwood WWTP, location at 1541 Saratoga Boulevard, Corpus Christi, Texas 78415, unless otherwise directed by the City Administrator. The Contractor shall coordinate DocuSign Envelope ID: 13F03D88-C4CB-4C13-84A4-6DFA68D9FCD5 dumping with the City Public Works Department at all times. The Contractor shall not be charged for disposal at the designated location for debris removed only from the City of Corpus Christi's stormwater lines under this contract. The City will be responsible for the removal, cost, and disposal of dried solids. The Contractor will record debris volumes on the City of Corpus Christi Cleaning Logs. The Contractor shall not dispose of any debris from any other source(s) other than the City of Corpus Christi's stormwater collection system at the Greenwood WWTP. Debris removal shall be included in the bid price for the various pipe line cleaning items in an appropriate fashion and in accordance with all state as well as local regulations regarding waste disposal. ii. The Contractor has the option of using the City's de-watering facilities. The City has six drying beds, each with a 1-foot high containment wall each with an area of about 2,300 square feet. These drying beds are at the Greenwood WWTP. The Contractor would be required to haul and handle material to, at, and from the facility. All work required within the treatment plant shall be in accordance with the requirements set forth by the Plant Supervisor. The use of drying beds would be subject to prior approval of the facility e. Cleaning and Inspection Notification i. The success of the Corpus Christi Public Works Department Stormwater Cleaning and Inspection Program is dependent upon close coordination of the City and Contractor activities affecting the City of Corpus Christi Public Works Department customers in an effort to maintain customer cooperation. The following are the requirements for notifying affected customers of cleaning and television inspection activities. All procedures must be followed: ii. A notice ("flyer") shall be provided to each residence and business a minimum of two (2) full working days prior to working in the area. The Notification flyer will inform the occupants of the purpose of the work, the possible events that may occur, and the telephone numbers to call if questions or problems arise. The master flyer for Notification will be provided to the Contractor for use in making all necessary copies of the flyer on white paper for distribution to residences and businesses. iii. The Contractor shall, on a daily basis, document all distribution of flyers. Documentation at a minimum shall include maps that show the areas that were notified, as well as the date and name of the person completing the DocuSign Envelope ID: 13F03D88-C4CB-4C13-84A4-6DFA68D9FCD5 notification. The Contractor shall provide this information to the Engineer and the City on a daily basis. The Contractor shall schedule work to be completed within five (5) working days from the day that the notices are distributed. If the work is unable to be completed in the notified area before the end of five working days, the area will be re-notified f. Cleaning Precautions i. During stormwater cleaning operations, satisfactory precautions shall be taken in the use of cleaning equipment. When hydraulically propelled cleaning tools (that depend upon water pressure to provide their cleaning force) or tools that retard the flow in the stormwater line are used, precaution shall be taken by the Contractor to ensure that the water pressure created does not damage or cause flooding of public or private property being served by the stormwater line. ii. When additional water from fire hydrants is necessary to avoid delays in normal work procedures, the water shall be conserved and not used unnecessarily. No fire hydrants shall be obstructed in case of a fire in the area served by the hydrant or as restricted by the City. The Contractor shall use a double backflow prevention device mounted on the fire hydrant in cases where the fire hose connected to the cleaning equipment is considered susceptible to contamination, regardless of the backflow configuration on the cleaning equipment. iii. The Contractor shall be responsible for any damages caused by its actions during this project. The Contractor will comply with all City of Corpus Christi Public Works Department requirements. 1.6 CCTV Requirements A. General a. Closed circuit television inspection will typically be done under one or more of the methods listed below. Requirements for on-screen labeling during each line segment set up televising, video file labeling and hard copy inspection reports will be specifically addressed. The Contractor shall neither request nor receive assistance from the City in the performance of work described in this specification. B. Inspection Equipment and Methods a. Electronic inspections software that is NASSCO PACP (latest edition) compliant shall be used to record the condition of each pipe segment DocuSign Envelope ID: 13F03D88-C4CB-4C13-84A4-6DFA68D9FCD5 inspected. The minimum header information required for each inspection is presented in Header Field Checklist herein. b. Video inspection is to be performed in the field by a NASSCO Pipeline Assessment and Certification Program (PACP) certified operator. The operator name and NASSCO certification number is required on each inspection. c. The Contractor will perform closed circuit video inspections of the sewers using current state-of-the-art technology and trained employees. CCTV camera will use high-resolution color with an adjustable iris focus. d. The CCTV camera will have pan-and-tilt capabilities that allow up close and right-angled inspections of defected and other significant observations. The video camera will be equipped with a minimum of 1000 feet of video cable. Lighting on video camera will be suitable to allow proper illumination and clear video image of the entire periphery of the pipe. The camera will be operative in 100% humidity conditions. The camera, television monitor, and other components of the video system will produce a high-quality video image. e. The capture system shall have the capability of recording, digitizing, and storing single frames of video images and "real time" live video, as well as collecting, storing, and printing pipeline inspection data for graphic display and report generation. The imaging capture system shall store digitized picture images, have the ability to export picture files to industry standard formats (jpg or format acceptable to City Administrator), be transferable to flash drives, DVDs or hard drives, and have the ability to be printed. In every case, all observations will be recorded in the field by currently certified PACP operators using PACP codes and protocols. Post inspection coding in an office will not be accepted. f. Footage distance measured by the video system will be accurate within 1% and will be used to determine footage for reporting and payment. The PACP distance between manholes (from exit wall to entrance wall) will be the reference point used to determine footage measurements. Video inspection will not exceed a traverse rate of 30 feet per minute to ensure that the stormwater line can be thoroughly examined by the City while reviewing video. g. During the transit, the display must show the continued distance from the insertion manhole with an accuracy of +/- 1% of the actual length to help mark observations on the report form. The video must display all notable PACP observations/codes. DocuSign Envelope ID: 13F03D88-C4CB-4C13-84A4-6DFA68D9FCD5 h. The Inspection Report shall consist of conditions observations recorded using computer software generated formats conforming to NASSCO PACP version 6.0 or greater. Items considered notable include: deviations in alignment and grade; abnormal conditions of the pipe barrel and joints; locations and quantities of any sources of infiltration or inflow; dropped, broken, properly/improperly installed service taps; debris, roots or other impediments to flow; and any other conditions that may either prevent the proper completion of the inspection or affect any proposed rehabilitation process. The camera should be panned and tilted at each (if any) observed service connection. i. Each pipe segment (manhole to manhole) shall be identified with an initial text screen and completed in accordance with Pipeline Assessment and Certification Program (PACP) 's CCTV inspection form header instructions and shall be as follows: Header Field Checklist Field Header Field Mandatory Required for this # Project 1 Surveyed By X la Certificate No. X 2 Owner X 3 Customer X 4 Drainage Area 5 Sheet Number X 6 P/O Number 7 Pipe Segment Ref. X (PSR) 8 Date X 9 Time 10 Street X 10a City X 11 Location Details 12 Upstream MH. No. X 13 Upstream MH Rim to Invert 14 Upstream MH Grade to Invert 15 Upstream MH Rim to Grade 16 1 Downstream MH No. X DocuSign Envelope ID: 13F03D88-C4CB-4C13-84A4-6DFA68D9FCD5 17 Downstream MH Rim to Invert 18 Downstream MH Grade to Invert 19 Downstream MG Rim to Grade 20 Sewer Use X 21 Direction X 22 Flow Control X 23 Height X 24 Width X 25 Shape X 26 Material X 27 Lining Method 28 Pipe Joint Length X 29 Total Length X 30 Length Surveyed X 31 Year Laid 32 Year Renewed 33 Media Label 34 Purpose 35 Sewer Category 36 Pre-Cleaning X 36a Date Cleaned X 37 Weather X 38 Location X 39 Additional Info. (Street X or Easement) 40 W/O # X 41 Project X 42 Pressure Value C. CCTV Reverse Set-Up a. A CCTV reserve set-up is an attempt to view the line segment from the opposite direction due to an obstruction encountered during the initial set- up or a line segment that exceeds the 1000 feet CCTV cable length. D. Easement Access a. The Contractor will be responsible for providing equipment, including, but not limited to portable CCTV equipment, vehicles capable of transporting TV equipment and accessing remote easements, and adequate cleaning equipment to perform the cleaning and inspection of lines located within Revised 1 1 .30.20 Page 32 of 39 DocuSign Envelope ID: 13F03D88-C4CB-4C13-84A4-6DFA68D9FCD5 easement areas. Easement areas are defined as those areas not accessible to normal vehicular traffic. E. Work Hours a. Normal working hours shall be considered 8 AM to 5 PM, Monday- Friday for the duration of the project. When authorized/required by the City Administrator, the Contractor may perform inspection to be done during low flow periods, to minimize impacts on traffic safety, or for other reasons determined by the City. F. Confined Space Entry a. When necessary to complete cleaning and inspection activates (including, but not limited to plugging, flow control, etc.), the Contractor may enter manholes. All pertinent OSHA regulations will be followed, and the Contractor will provide copies of confined spaces entry permits, if requested. G. Deliverable a. Television Inspection Logs Electronic media inspection logs/record shall be kept by the Contractor and will clearly show the location, by distance in 1/10 of a foot, from the manhole wall, in relation to an adjacent manhole of each observation during inspection. In addition, other points of significance, such as locations of service connections, unusual conditions, roots, stormwater connections, unusual conditions, roots, stormwater connections, cracks, fractures, broken pipe, presence of scale and corrosion, and other discernible features, as defined in the PACP defect codes, will be recorded on electronic media, and a copy of such records will be taken by the Contractor. Photographs shall be located by distance in 1 /10 of a foot, from the manhole wall, in relation to an adjacent manhole. b. Electronic Media Recordings i. The purpose of electronic media recording shall be to supply a visual record of the entire line segment that may be viewed by the City. Each original electronic media recording of conditions and defeats will be delivered to the City at least monthly, which summarizes the lines completed during the period. The submittal must agree with the monthly billing request in terms of unit quantities and electronic deliverables. ii. The Contractor is required to provide NASSCO PACP compliant computer software-generated Inspection Report products to the City, as a result of each work order issued. Acceptable submission become the property of the City. The electronic recordings will have DocuSign Envelope ID: 13F03D88-C4CB-4C13-84A4-6DFA68D9FCD5 ready-only software that will facilitate the viewing and printing of additional copies of the inspection report and the digital photographs. The CD or hard drive will also include video that can be viewed. The electronic recordings will be compatible with Microsoft Windows latest version and will be delivered to the Public Works Department within ten (10) calendar days of the last day of the performance period. H. Quality Control a. Inadequate main stormwater preparatory cleaning, camera distortion, inadequate lighting, dirty or submerged lens, and blurry or hazy pictures that are determined to be the fault of the Contractor will be cause for rejection of the inspection effort. If the City does not approve of the quality of the deliverables, the Contractor shall repeat the documenting process at no cost to the City. I. Upon Completion of the Project a. Submission of one properly labeled flash drive or hard drive (as appropriate for the size of the project) will be required, along with one hard copy report. The media will be properly labeled to identify the contents. The media will be labeled, either typed or neatly printed, with the following information on the cover/container with electronic text included on the root drive of the media: i. Project Name ii. Work Order iii. Contractor Name, Address, Contact Number iv. Date b. All required reports, databases, photographs, and video are to be from City approved, software-generated formats. Hard copy reports will be printed single-side on 8 '/2 " x 11 " paper, in color, to improve the definition of problem areas, and delivered with the media. c. The final project submittal must be reconciled with the monthly billing with regards to quantities of work completed or any exceptions noted. Hard Copy On Media 1 . Project Summary Report (PDF or Approved Equal) 2. CCTV Defect Listing Log (PDF or Approved Equal) 3. Conditions Code Summary (PDF or Approved Equal) DocuSign Envelope ID: 13F03D88-C4CB-4C13-84A4-6DFA68D9FCD5 4. Cleaning Log (PDF or Approved Equal) 5. NASSCO PACP Complaint Access Database 6. Video Files (MPEG, WMV, or Approved Equal) 7. Defect Photographs (JPEG or Approved Equal) 8. Cleaning Log Summary (XLS or Approved Equal) d. One report is required for each project (which may consist of an entire main line) The Contractor's supposed software must be approved before the first Work Order is initiated. The final submittal must include a table of contents that summarizes all line segments that were cleaned, televised, and inspected with CCTV logs arranged in order by the PACP PSR identification number, beginning with the lowest number up to the highest number. The Contractor shall submit a sample of the proposed report to the City for review and approval. 1.7 MEASURMENT AND PAYMENT A. General a. Measurement i. The qualities for payment under each work order shall be determined by field measurement prior to the approval of the work order being issued. ii. The City does not expressly or implicitly agree that the actual amount of the work to be done in the performance of the contract will correspond with the quantities in the Bid Proposal Sheet. The amount of work to be done may be more or less that said quantities and may be increased or decreased by the City as circumstances may require. The increase or decrease of any quantity shall not be regarded as grounds for an increase in the unit price or in the time allowed for the competition of the work, except as provided in the contract documents. b. Payments i. Payments to the Contractor shall be made on the basis of the prices in the contract and shall constitute full and complete payment for furnishing all materials, labor, tools and equipment, for providing all reports and data deliverables and for performing all operations necessary to complete the work included in the work orders. Such compensation shall also include payments for any loss or damages DocuSign Envelope ID: 13F03D88-C4CB-4C13-84A4-6DFA68D9FCD5 arising, directly or indirectly, from the work or from any discrepancies between the actual quantities of work and those shown in the work orders. Unless otherwise noted in contract, the prices include all costs and expenses for mobilization, including, but not limited to: taxes, labor, licenses, equipment, materials, commissions, transportation charges and expenses, patent fees and royalties, labor for handling materials during inspection, and the maintenance of traffic, along with any and all other costs and expenses for performing and completing the work, as described in the delivery order and specified herein. ii. The basis of payment for an item at the price shown in the contract shall be in accordance with its description of the item in this Section and as related to the work specified. Unit prices will be applied to the actual quantities furnished and installed in conformance with the work orders. iii. The Contractor's attention is called to the fact that the quotations for the various items of work are intended to establish a total price for completing the work in its entirety, including the necessary reporting and documentation. B. Payment Items a. Item No. 1 Mobilization i. Mobilization price shall be per each mobilization for each stormwater cleaning/inspection work order unless work crews are onsite and given continuous, consecutive work orders. Payment for job mobilization shall be for all items and shall be included in the lump sum price. This item will include all operations necessary for the preparatory work and operations in mobilizing to begin work on the project, including, but not limited to: multiple operations necessary for the movement of personnel equipment, supplies, and incidentals to the project site, sanitary and other facilities as required by these specifications and state and local laws and regulations, along with any other pre-construction expense necessary for the start of the work, the cost of bonds, permits and fees, construction schedules, shop drawings, temporary facilities, lay down storage area, construction aids, pre-construction documentation, traffic control devices, work associated with the Contractor support during reviews and inspection, re- inspection and storage, and final site clean-up. b. Item No. 2 Temporary Traffic Control Devices (Arterial Street) DocuSign Envelope ID: 13F03D88-C4CB-4C13-84A4-6DFA68D9FCD5 i. This item is measured and paid by the day for the traffic control devices required to complete work on each arterial street as listed on order. c. Item No. 3 Temporary Traffic Control Devices (Collector Street) i. This item is measured and paid by the day for the traffic control devices required to complete work on each collector street as listed in the order. d. Item No. 4 Temporary Traffic Control Devices (Local Street) i. This item is measured and paid by the day for the traffic control devices required to complete work on each local street as listed in the order. e. Item No. 5 Traffic Control Plan f. Item No. 6 Portable Changeable Message Signs (PCMS) i. This item is measured and paid by the each ii. This price is full compensation for furnishing, installing, operating, relocating, maintaining, and removing changeable message units. g. Item Nos. 7-27 Pipe and Box Cleaning, All Sizes i. Pipe size shall be the diameter of the pipe. Box size shall be the area in square feet of the box. ii. Measurement shall be made and based on the horizontal projection of the centerline of pipe in which cleaning was performed between manholes, measured to the nearest foot from inside wall of the manhole to the inside wall of the other manhole, and not including the manhole chamber. iii. This price is full compensation for cleaning, disposal of removed material, equipment, labor, tools, and incidentals. h. Item Nos. 28-48 CCTV, All Sizes i. Pipe size shall be the diameter of the pipe. Box size shall be the area in square feet of the box. ii. Measurement shall be made and based on the linear foot of stormwater lines televised. iii. This price is full compensation for CCTV of stormwater lines, materials, equipment, labor, tools, incidentals, and deliverables as defined in Section 4.6.G. CCTV Requirements, Deliverables. i. Item No. 49 Reverse Setup, All Sizes i. Reverse CCTV Set-Up shall only be measured and paid if an obstruction is encountered during the initial set-up that could not be removed, requiring the Contractor to relocate to another manhole, upstream or downstream of the original manhole, and/or if the segment length exceeds the cleaning hose (1500 feet) or CCTV cable (1000 feet) lengths. No reverse DocuSign Envelope ID: 13F03D88-C4CB-4C13-84A4-6DFA68D9FCD5 set-up fee will be authorized if the CCTV camera does not fit due to physical restrictions at the reverse location. DocuSign Envelope ID: 13F03D88-C4CB-4C13-84A4-6DFA68D9FCD5 ATTACHMENT S - PRICING Go�us a� o CITY OF CORPUS CHRISTI h CONTRACTS AND PROCUREMENT U BID FORM CORPORPZE 1852 RFB No. 5528 Closed Circuit Televised (CCTV) inspection, Cleaning of Stormwater Line Date: =Zo Authorized E Bidder: X.jAn 5 =t°!�.����: ���S Signature: 1. Refer to "Instructions to Bidders" and Contract Terms and Conditions before completing bid. 2. Quote your best price for each item. 3. In submitting this bid, Bidder certifies that: a. the prices in this bid have been arrived at independently, without consultation, communication, or agreement with any other Bidder or competitor, for the purpose of restricting competition with regard to prices. b. Bidder is an Equal Opportunity Employer, and the Disclosure of Interest information on file with City's Contracts and Procurement office, pursuant to the Code of Ordinances, is current and true. c. Bidder is current with all taxes due and company is in good standing with all applicable governmental agencies. d. Bidder acknowledges receipt and review of all addenda for this RFB. item UNIT PRICE DESCRIPTION UNIT QTY No. PRICE TOTAL li 1 MOBILIZATION (MAX. 5%) LS 1 $� , , .' $ TEMPORARY TRAFFIC CONTROL DEVICES 2 (ARTERIAL STREET) DAY 15 $� cc $ -�-�� -�R° $18,000 TEMPORARY TRAFFIC CONTROL DEVICES DAY 15 $/J' e."'" $-t 5 £ ==- $22,500 DS 3 (COLLECTOR STREET) TEMPORARY TRAFFIC CONTROL DEVICES ,s 7 =--_ 4 (LOCAL STREET) DAY 90 $lam"�", $�;��� $90,000 5 TRAFFIC CONTROL PLAN EA 120 $ $ acn , PORTABLE CHANGEABLE MESSAGE 6 SIGNS (PCMS) EA 120 $ fig;; 7 PIPE CLEANING 8" PIPE SIZE LF 1,700 $ 8 PIPE CLEANING 10" PIPE SIZE LF 850 $ 9 $ 9 1 PIPE CLEANING 12" PIPE SIZE LF 17,500 $4. Z,j- $. '-�' ' DocuSign Envelope ID: 13F03D88-C4CB-4C13-84A4-6DFA68D9FCD5 10 PIPE CLEANING 15" PIPE SIZE LF 16,000 $ a 11 PIPE CLEANING 18" PIPE SIZE LF 8,500 12 PIPE CLEANING 20" PIPE SIZE LF 450 $, 13 PIPE CLEANING 21" PIPE SIZE LF 1,100 $ 14 PIPE CLEANING 22" PIPE SIZE LF 350 $ 15 PIPE CLEANING 24" PIPE SIZE LF 3,200 $ , 16 PIPE CLEANING 27" PIPE SIZE LF 850 $ .750. 17 PIPE CLEANING 30" PIPE SIZE LF 850 $ <CIO $ 2,75 18 PIPE CLEANING 48" PIPE SIZE LF 375 $ g,d41 $ c�75;' ' 19 PIPE CLEANING 60" PIPE SIZE LF ' 750 20 PIPE CLEANING 78"PIPESIZE LF 350 $ <,e. 21 PIPE CLEANING 84" PIPE SIZE LF I 350 $ -7v $4 2q, 22 PIPE CLEANING 96" PIPE SIZE LF 700 *Vc c 23 PIPE CLEANING 108" PIPE SIZE LF 1,200 $ S 4 r 24 RC BOX CLEANING 4-25 SF AREA SF 5,800 $ v�cc, 25 RC BOX CLEANING 26-50 SF AREA SF 1 1,750 $ �j,L"�' $/c5;7si^ a 26 RC BOX CLEANING 51-150 SF AREA SF 12,250 $ja $ 27 RC BOX CLEANING 151-800 SF AREA SF 6,400 28 CCTV 8" PIPE SIZE LF 1,700 $ : 71- $1.2 Zj� 29 CCTV 10" PIPE SIZE LF 850 $ , $ ' 3 30 CCTV 12" PIPE SIZE LF 17,500 $ $j ? 31 CCTV 15" PIPE SIZE LF 16,000 $ 75-" $jj,�r�,x 32 CCTV 18" PIPE SIZE LF 8,500 $ , 7s- 33 CCTV 20" PIPES IZE LF 450 $, 75- $ :V 34 CCTV 21" PIPE SIZE LF T 1,100 $ 74-' $ 5., 35 CCTV 22" PIPE SIZE LF 350 $ , 71,S-'✓ $,,?C iZ. b 36 CCTV 24"PIPE SIZE LF 3,200 $ , 76 37 CCTV 27"PIPE SIZE LF 850 $ , 74" $ (3 7 S e3 38 CCTV 30" PIPE SIZE LF 850 $ , 7i- $6,'Z S 0 39 CCTV 48" PIPE SIZE LF 375 $ , 7j- 57 40 CCTV 60" PIPE SIZE LF 750 $ K $ S-C .;Z? 41 CCTV 78" PIPE SIZE LF 350 $ -7 - 42 CCTV 84"PIPE SIZE LF 350 $ t 7�- $ Sd 43 CCTV 96" PIPE SIZE LF 700 $ 44 CCTV 108" PIPE SIZE LF 1,200 $ 7 $ 100 45 CCTV 4-20 SF AREA RC BOX SF 5,800 $ ® 7$' $ j -s- 46 CCTV 24-36 SF AREA RC BOX SF 11,750 47 CCTV 40-110 SF AREA RC BOX SF 12,250 $ $ Y17 a 48 CCTV 140-800 SF AREA RC BOX SF 6,400 $ ,. �j ,tf��,•"� 49 REVERSE SETUP (ALL PIPE SIZES) EA 100 $ • TS $ DS TOTAL " - _-- R '$1,36,178.7S DocuSign Envelope ID: 13F03D88-C4CB-4C13-84A4-6DFA68D9FCD5 Attachment C: Insurance and Bond Requirements I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this agreement until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor Agency to commence work until all similar insurance required of any subcontractor Agency has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administer one (1) 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 by endorsement, 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, Bodily Injury and p roperty required on all certificates or by Damage Per occurrence - applicable policy endorsements aggregate Commercial General Liability $1,000,000 Per Occurrence Including: 1. Commercial Broad Form 2. Premises -Operations 3. Products/Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury-Advertising Injury AUTO LIABILITY(including) $500,000 Combined Single Limit 1. Owned 2. Hired and Non-Owned 3. Rented/Leased WORKERS' COMPENSATION Statutory EMPLOYER'S LIABILITY $500,000/$500,000/$500,000 C. In the event of accidents of any kind related to this agreement, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS Page 2 of 3 DocuSign Envelope ID: 13F03D88-C4CB-4C13-84A4-6DFA68D9FCD5 A. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Contractor will be promptly met. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Contractor shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Contractor shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi,TX 78469-9277 D. Contractor agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation policy, • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy, • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City, and • 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. Page 2 of 3 DocuSign Envelope ID: 13F03D88-C4CB-4C13-84A4-6DFA68D9FCD5 E. Within five (5) calendar days of a suspension, cancellation, or non-renewal of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this agreement. H. It is agreed that Contractor's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. Bond Requirements: No bonds are required. 2022 Insurance Requirements Ins. Req. Exhibit 4-13 Contracts for General Services -Services Performed Onsite 05/10/2021 Risk Management - Legal Dept. Page 3 of 3 DocuSign Envelope ID: 13F03D88-C4CB-4C13-84A4-6DFA68D9FCD5 ATTACHMENT D: WARRANTY REQUIREMENTS No Warranty Required. Page 1 of 1 O N •r+ O 4-j N cl� .- r—, O � � u U v O v V V 4� A t� J cN ate+ E O a-J J .bz • ate-+ N a--+ ca 4; N a) a--+ Q Q Q ca m E c m N 0 OC U 4O -a+-j O O N w z � � � � � OC � U Q > 4-, ca O N p >' �,00 O O +� O c6 U Z 0 D U U � O � V c� •rl Q � se 0 0 U NCORPO0.1¢ AGENDA MEMORANDUM ss52 Action Item for the City Council Meeting May 14, 2024 DATE: May 14, 2024 TO: Peter Zanoni, City Manager FROM: Ernesto De La Garza, Director of Public Works ErnestoD2(a)cctexas.com (361) 826-1677 Josh Chronley, Assistant Director of Finance & Procurement Josh C2(a-)cctexas.com (361) 826-3169 Cold-Mix, Cold Laid Asphalt for Public Works CAPTION: Motion authorizing execution of a one-year supply agreement, with a one-year option, with Vulcan Construction Materials, LLC, of Birmingham, Alabama, with an office in San Antonio, in an amount not to exceed $488,160.00 and up to $976,320.00 if the option is exercised, for cold-mix, cold laid asphalt for the Public Works Department, with FY 2024 funding of $203,400.00 from the Street Fund. SUMMARY: Motion authorizing a one-year supply agreement, with a one-year option with Vulcan Construction Materials, LLC of San Antonio for cold mix, cold laid asphalt for the Public Works Department. BACKGROUND AND FINDINGS: Cold mix asphalt is utilized in lieu of hot asphaltic mix in temporary emergency asphalt repairs during afterhours, weekends or holidays until a more permanent hot asphalt repair can be schedule during normal working hours. Examples of emergencies can include adverse weather events or production failures at the local asphalt plants. Typical repairs include potholes, utility cuts and base failures. Cold Mix is versatile and does not require special tools or equipment to install. The utilization of cold mix serves as an immediate solution to both utility repairs and/or roadway failures as it expands and contracts without cracking. The primary method, aside from hot mix, is to utilize cold mix for pavement repairs as it does not require special equipment to haul or lay the asphalt, it can be utilized and not limited to specific weather conditions, and it provides a drivable surface for traffic much quicker. As a best management practice, cold mix is utilized throughout various municipalities such as City of Uvalde, City of Laredo, City of Austin and the City of Sugarland, in addition to TXDOT maintenance operations. In summary, while Hot Mix Asphalt offers longevity and resilience for long-term infrastructure projects, cold mix provides ease of application and flexibility for immediate repairs. PROCUREMENT DETAIL: The Finance & Procurement conducted a competitive Request for Bid to obtain bids for a one-year supply agreement to provide cold-mix, cold laid asphalt for the Public Works Department. The City received one responsive, responsible bids, and is recommending the award to Vulcan Construction Materials, LLC of San Antonio. The City of Corpus Christi does not maintain local suppliers of cold mix. Vulcan Construction Materials, LLC has serviced the City with various materials and is the incumbent for cold-mix, cold laid asphalt. This contract is a reduction in total usage from the previous contract of 15,000 tons annually to the current contract amount of 4,000 tons. The department is reducing the overall tonnage based on the historical usage from previous years. The reduction in tons reflects an impact on the volatility and increased cost shown in table below from incumbent Contractor. Overall, the department is reducing its cold mix costs from $1 .34 million to $488,000. 2021 2024 Unit Unit Variance Variance Description Unit Qty Price Qty Price Tons Cost per Ton Reduced Cold Mix - Cold Laid Tons 15,000 $89.57 4,000 $122.04 73.3% 36.3% Asphalt ALTERNATIVES: An alternative to this motion is not to purchase this material. However, without the material the Public Works Department will not have the necessary material needed during extreme weather conditions. FISCAL IMPACT: The fiscal impact for FY 2024 is $203,400.00 with funding available in the Street fund. FUNDING DETAIL: Fund: Street Fund Organization/Activity: 12430 Surface Preservation Department: 33 Streets Project # (CIP Only): Account: 520130 Maintenance and Repairs RECOMMENDATION: Staff recommends approval to execute this motion authorizing a one-year supply agreement with Vulcan Construction Materials, LLC of San Antonio for cold-mix, cold laid asphalt for Public Works as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation Supply Agreement Presentation o 0 •� o 0 y U � 00 i J O V d' � � F m � N � F � O O � M � M 7 X N Y F 'O U U C R d C Q R Q Q U 7 M > CO J _T O o O o U X_ O U � � N O p to P LO m y LL CL C � O O M fG M 7 E Q N F y m O Q Q V1 U Q W -a � J 'O JQ O U � O � R i N N - (7 _ N O = U m N i N t Q M M 7 VI Q Q Q U lL O E W = F U W .. a - O3 � a0 o 3 v U a` m m DocuSign Envelope ID:7CE66D9F-2036-4D55-89E1-1 30D5D856856 SC G� SUPPLY AGREEMENT NO. 5612 U Cold Mix- Cold Laid Asphalt, Item 330, Type B, yCaeaoRp 1852 Grade 1 THIS Cold Mix- Cold Laid Asphalt, Item 330, Type B, Grade 1 Supply Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home- rule municipal corporation ("City") and Vulcan Construction Materials, LLC ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Cold Mix- Cold Laid Asphalt, Item 330, Type B, Grade 1 in response to Request for Bid No. 5612 ("RFB"), which RFB includes the required scope of work and all specifications and which RFB and the Contractor's bid response are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Cold Mix- Cold Laid Asphalt, Item 330, Type B, Grade 1 in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. "Goods," "products", and "supplies", as used in this Agreement, refer to and have the same meaning. 2. Term. (A) The Term of this Agreement is one year beginning on the date provided in the Notice to Proceed from the Contract Administrator or the City's Procurement Division. The parties may mutually extend the term of this Agreement for up to one additional one-year periods ("Option Period(s)"), provided, the parties do so in writing prior to the expiration of the original term or the then-current Option Period. (B) At the end of the Term of this Agreement or the final Option Period, the Agreement may, at the request of the City prior to expiration of the Term or final Option Period, continue on a month-to-month basis for up to six months with compensation set based on the amount listed in Attachment B for the Term or the final Option Period. The Contractor may opt out of this continuing term by providing notice to the City at least 30 days prior to the expiration of the Term or final Option Period. During the month-to-month term, either Party may terminate the Agreement upon 30 days' written notice to the other Party. Supply Agreement Standard Form Page 1 of 7 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:7CE66D9F-2036-4D55-89E1-1 30D5D856856 3. Compensation and Payment. This Agreement is for an amount not to exceed $488,160.00, subject to approved extensions and changes. Payment will be made for goods delivered and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Any amount not expended during the initial term or any option period may, at the City's discretion, be allocated for use in the next Option Period. Invoices must be mailed to the following address with a copy provided to the Contract Administrator: City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 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. The City's Contract Administrator for this Agreement is as follows: Name: Velma Pena Department: Public Works Phone: 361-826-1933 Email: VelmaP@cctexas.com 5. Insurance. Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, 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 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 6. Purchase Release Order. For multiple-release purchases of products to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of products to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The Supply Agreement Standard Form Page 2 of 7 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:7CE66D9F-2036-4D55-89E1-1 30D5D856856 purchase release order must refer to this Agreement, and products will remain with the Contractor until such time as the products are delivered and accepted by the City. 7. Inspection and Acceptance. City may inspect all products supplied before acceptance. Any products that are delivered but not accepted by the City must be corrected or replaced immediately at no charge to the City. If immediate correction or replacement at no charge cannot be made by the Contractor, a replacement product may be bought by the City on the open market and any costs incurred, including additional costs over the item's bid price, must be paid by the Contractor within 30 days of receipt of City's invoice. 8. Warranty. (A) The Contractor warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B) In addition, the products purchased under this Agreement shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. 9. Quality/Quantity Adjustments. Any quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator 10. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such products in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. Supply Agreement Standard Form Page 3 of 7 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:7CE66D9F-2036-4D55-89E1-1 30D5D856856 12. Subcontractors. In providing the Goods, Contractor will not enter into subcontracts or utilize the services of subcontractors. 13. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other applicable taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Velma Pena Title: Contract Funds Administrator Address: 2626 Holly Rd. Corpus Christi, TX 78415 Phone: 361-826-1933 Fax: 361-826-1627 IF TO CONTRACTOR: Vulcan Construction Materials, LLC Attn: Julia Farrar Title:Analyst Address: 10101 Reunion Place Ste. 500, San Antonio, TX 78216 Phone: 210-965-0419 Fax210-524-3555 17. CONTRACTOR SHALL FULLY 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 WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF Supply Agreement Standard Form Page 4 of 7 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:7CE66D9F-2036-4D55-89E1-1 30D5D856856 LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS EMPLOYEES OR AGENTS. 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 SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City may terminate this Agreement for Contractor's failure to comply with any of the terms of this Agreement. The City must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City may terminate this Agreement immediately thereafter. (B) Alternatively, the City may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City may also terminate this Agreement upon 24 hours written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Owner's Manual and Preventative Maintenance. Contractor agrees to provide a copy of the owner's manual and/or preventative maintenance guidelines or instructions if available for any equipment purchased by the City pursuant to this Agreement. Contractor must provide such documentation upon delivery of such equipment and prior to receipt of the final payment by the City. 20. Limitation of Liability. The City's maximum liability under this Agreement is limited to the total amount of compensation listed in Section 3 of this Agreement. In no event shall the City be liable for incidental, consequential or special damages. 21. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to Supply Agreement Standard Form Page 5 of 7 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:7CE66D9F-2036-4D55-89E1-1 30D5D856856 withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 22. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor 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 had been omitted. 23. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1 ); then, D. the Contractor's bid response (Exhibit 2). 24. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement if required by said statute. 25. Governing Law. Contractor agrees to comply with all federal, Texas, and City laws in the performance of this Agreement. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 26. Public Information Act Requirements. This paragraph applies only to agreements that have a stated expenditure of at least $1,000,000 or that result in the expenditure of at least $1,000,000 by the City. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Contractor agrees that the contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. 27. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. Supply Agreement Standard Form Page 6 of 7 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:7CE66D9F-2036-4D55-89E1-1 30D5D856856 CONTRACTOR OocuSigned by: ��.(,ia v':F"w Signature: F99A„FL,FRdan, Printed Name-. Julia Farrar Title: Sales Analyst Date: 3/28/2024 CITY OF CORPUS CHRISTI Josh Chronley Assistant Director of Finance — Procurement Date: Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit 1 : RFB No. 5612 Exhibit 2: Contractor's Bid Response Supply Agreement Standard Form Page 7 of 7 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:7CE66D9F-2036-4D55-89E1-1 30D5D856856 Attachment A: Scope of Work 1.1 General Requirements/Background Information The Contractor shall provide cold mix - cold laid asphalt to be used for repair and maintenance projects throughout the City as outlined in this Scope of Work. 1.2 Scope of Work The cold laid asphalt shall meet TXDOT Specification Item 330, Type B, Grade 1 of 2014 Standard Specifications for Construction of Highways, Streets and Bridges. 1.3 Delivery Instructions and Locations 1 . Staff will contact the Contractor to schedule delivery dates. 2. Cold Mix- cold laid asphalt will be delivered to the City Material Yard at 5352 Civitan, Corpus Christi, TX 78415. 3. The Contractor shall furnish a shipping/delivery ticket stating description and quantity delivered. 1.4 Contractor Quality Control and Superintendence The Contractor shall establish and maintain a complete Quality Control Program that is acceptable to the Contract Administrator to assure that the requirements of the Contract are provided as specified. The Contractor will also provide supervision of the work to insure it complies with the contract requirements. Page 1 of 1 I DocuSign Envelope ID:7CE66D9F-2036-4D55-89E1-130D5D8568 `-'lment B: Bid Form 56 S CITY OF CORPUS CHRISTI CONTRACTS AND PROCUREMENT U /�3 BID FORM RPOPAlkO RFB No. 5612 Cold Mix- Cold Laid Asphalt, Item 330, Type B, Grade 1 PAGE 1 OF 1 Date: ��Z�f Z`f Authorized Bidder: (0n*kj4,%(N\ Signature: 1. Refer to "Instructions to Bidders" and Contract Terms and Conditions before completing bid. 2. Quote your best price for each item. 3. In submitting this bid, Bidder certifies that: a. the prices in this bid have been arrived at independently, without consultation, communication, or agreement with any other Bidder or competitor, for the purpose of restricting competition with regard to prices. b. Bidder is an Equal Opportunity Employer, and the Disclosure of Interest information on file with City's Contracts and Procurement office, pursuant to the Code of Ordinances, is current and true. c. Bidder is current with all taxes due and company is in good standing with all applicable governmental agencies. d. Bidder acknowledges receipt and review of all addenda for this RFB. tern Descri ton UNIT QTY Unifi Price Total Price 1 Cold Mix- Cold Laid Asphalt, Item Tons 4,000 $ �ZZ au( $Lj � !I GU 330, Type B, Grade i Total $ lib DocuSign Envelope ID:7CE66D9F-2036-4D55-89E1-1 30D5D856856 Attachment C: Insurance Requirements I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this agreement until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor Agency to commence work until all similar insurance required of any subcontractor Agency has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administer one (1) 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 by endorsement, 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 Commercial General Liability Including: $1,000,000 Per Occurrence 1 . Commercial Broad Form 2. Premises -Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury-Advertising Injury AUTO LIABILITY (including) $500,000 Combined Single Limit 1 . Owned 2. Hired and Non-Owned 3. Rented/Leased WORKERS' COMPENSATION Statutory EMPLOYER'S LIABILITY $500,000 /$500,000 /$500,000 v Page 1 of 3 DocuSign Envelope ID:7CE66D9F-2036-4D55-89E1-1 30D5D856856 C. In the event of accidents of any kind related to this agreement, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Contractor will be promptly met. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Contractor shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Contractor shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Contractor agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and Page 2 of 3 DocuSign Envelope ID:7CE66D9F-2036-4D55-89E1-1 30D5D856856 + Provide 30 calendar days advance written notice directly to City of any, cancellation, non-renewal, material change or termination in coverage and not less than 10 calendar days advance written notice for nonpayment of premium. E. Within 5 calendar days of a cancellation, non-renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to remove the exhibit hereunder, and/or withhold any payment(s) if any, which 1 become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this agreement. H. It is agreed that Contractor's insurance shall be deemed primary and non- contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2023 Insurance Requirements Ins. Req. Exhibit 4-B Contracts for General Services- Services Performed Onsite 01/01/2023 Risk Management- Legal Dept. Page 3 of 3 DocuSign Envelope ID:7CE66D9F-2036-4D55-89E1-1 30D5D856856 ATTACHMENT D: WARRANTY REQUIREMENTS No manufacturer's warranty required for this Agreement. 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V �I ,1 � S cl �o o� � µCORPOOI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting May 21 , 2024 DATE: May 21, 2024 TO: Peter Zanoni, City Manager FROM: Brett Van Hazel, Director of Asset Management Brettvh(@cctexas.com (361) 826-3273 Josh Chronley, Assistant Director of Finance-Procurement Josh C2(a)cctexas.com (361) 826-3169 Repair of City Owned Equipment CAPTION: Motion ratifying the repair of a 2017 Gradall XL3100 in the amount of $63,390.66 and authorizing payment thereof to Waukesha Pearce Industries, LLC of Houston, Texas, with FY 2024 funding from the Storm Water Fund. SUMMARY: Motion authorizes the payment of $63,390.66 for parts and labor to Waukesha Perace Industries to repair and rebuild the engine for the City owned 2017 Gradall XL3100, unit number 4898. BACKGROUND AND FINDINGS: In July 2023 Public Works (PW) identified for repair, Unit 4898, a 2017 Gradall XL3100, and delivered the unit to Asset Management— Fleet (AM). After inspection of the vehicle, the heavy equipment foreman determined that the vehicle needed a new engine or a rebuild of the existing engine. The foreman received an initial quote for less than $50,000 for a new engine replacement. That vendor could not obtain a new engine, which they tried to acquire through the current vendor, Waukesha Pearce Industries (WPI), and they withdrew the quote. WPI is the only area-authorized dealer for Gradall equipment and parts. The foreman obtained a second quote, which was for an engine rebuild from WPI, and sent the second quote (for $64,000) to PW for review. In August 2023 PW approved the repair and quote and provided an accounting string to pay for the repairs. AM executed the agreement with WPI and the vendor proceeded with the repairs. In January 2024 WPI completed the repairs, and the cost of the repairs totaled $63,390.66. In February 2024 the vendor submitted a request for payment and at that time the AM operations team realized that the agreement was executed outside of City procurement policy procedures. PROCUREMENT DETAIL: This purchase is requested to be authorized under statutory exemption 252.022(a)(3) a procurement necessary because of unforeseen damage to public machinery, equipment, or other property. The vendor has completed repairs to the vehicle and delivered the vehicle to the City. Asset Management has received a payment request from the vendor and is currently withholding payment until authorized to release payment. Finance & Procurement and Asset Management leadership met and reviewed the procedures for emergency repairs and have put into place additional safeguards to ensure proper authorization is received before the notice to proceed with repairs is issued. ALTERNATIVES: The alternative would be to allow the invoice to go into default and collections which would open the City to legal liabilities. This could impact the City's ability to obtain services and parts directly from WPI and increase the cost of future repairs for City owned equipment. FISCAL IMPACT: The FY 2024 fiscal impact of this purchase totals $63,390.66 funded through Storm Water Fund. FUNDING DETAIL: Fund: 4300 Organization/Activity: 32003 Department: 47 Project# (CIP Only): N/A Account: 530100 RECOMMENDATION: Staff recommends approval of this item as presented. LIST OF SUPPORTING DOCUMENTS: Exhibit 1 Invoice WAUKESHA-PEARCE INDUSTRIES, LLC A PEARCE INDUSTRIES, INC.COMPANY AP P.O. BOX 35068, HOUSTON TEXAS 77235-5068 PHONE(713)723-1050 SERVICE INVOICE Sold To: 200239 503 Ship To: 317103 CITY OF CORPUS CHRISTI CITY OF CORPUS CHRISTI FLEET MAINTENANCE 5253 AYERS ST. BLDG. 3B P.O. BOX 9277 CORPUS CHRISTI TX 78415 CORPUS CHRISTI TX 78408 Ship Via: Invoice: 2221564 Contact Name: Inv Date: 1/10/2024 Contact Phone: Cust PO: 615544 Note 3: Branch: 503 Note 4: Entered: Allen, Brooke Note 5: SO Order: 251205 -CL SlsRep: Estrada Sr., Beto Job Desc: ENGINE Unit ID: 146168 Mfg: GRADALL IND., INC. Model: XL3100-V Serial No: 3120000406 Hours: WO#: 365712 SV ENGINE Comments: Complaint Egnine Cause Engine knocking Correction 10/19/23 Completed a JSA, put air in the tanks, started machine and brought in the shop. Moved the boom to the left, removed the air piping and removed the hood. Removed the after cooler piping, removed the 2 center covers, removed the exhaust piping. 10/20/23 Completed a JSA, found drain pans, drained the transmission oil, removed, and capped lines. Removed starter to disassemble engine, drained the coolant, removed the lines. Removed steering pump lines, pump was very low on oil, the reservoir was empty. Removed the fan assembly, transferred some parts to the new engine. 10/23/23 Completed a JSA, removed the electrical and coolant lines, under the engine. Removed the bolts from the transmission to the flywheel. Removed the bolts from engine to trans, connected crane, put trans jack under the trans, and removed left rear mount bolt. Removed the steering pump, lifted the engine out of the machine, set the engine on the deck and started to transfer over parts. 10/24/23 Completed s JSA, continue to transfer parts from old engine to the new engine, ordered parts as needed, for assembly. 10/30/23 Completed a JSA, installed the right side of the engine, installed belt, the flywheel, and new bolts. Torqued to 140 ft lbs. 11/3/23 Completed a JSA, removed the fuel lines and the common rail, to install the compressor hoses. Assembled the fuel system, moved lines and mounts to install the compressor. Installed the compressor and connected lines, assembled the rest of the engine. Assembled the old engine, prepped the new engine for installation. 11/6/23 Completed a JSA, finished assembling engine. Set the crane up and lift it into the machine. 11/7/23 Completed a JSA, installed all the coolant lines and the steering pump. Connected steering line, had the main steering supply line made. Connected hydraulic lines to pump, filled with steering fluid. Connected the trans cooler lines, filled with 1 WAUKESHA-PEARCE INDUSTRIES, LLC A PEARCE INDUSTRIES, INC.COMPANY AP P.O. BOX 35068, HOUSTON TEXAS 77235-5068 PHONE(713)723-1050 SERVICE INVOICE Sold To: 200239 503 Ship To: 317103 CITY OF CORPUS CHRISTI CITY OF CORPUS CHRISTI FLEET MAINTENANCE 5253 AYERS ST. BLDG. 3B P.O. BOX 9277 CORPUS CHRISTI TX 78415 CORPUS CHRISTI TX 78408 Ship Via: Invoice: 2221564 Contact Name: Inv Date: 1/10/2024 Contact Phone: Cust PO: 615544 Note 3: Branch: 503 Note 4: Entered: Allen, Brooke Note 5: SO Order: 251205 -CL SlsRep: Estrada Sr., Beto Job Desc: ENGINE Unit ID: 146168 Mfg: GRADALL IND., INC. Model: XL3100-V Serial No: 3120000406 Hours: synthetic atf. 11/9/23 Completed a JSA, cleaned and connected batteries, tried to start the machine, lights came on then a clang and all power went away. Traced wires, removed the front panel, and checked the fuses and relays. Removed the right cab panel and checked the key switch, checked the fuses box in the battery box, got the machine to run, but the other issue is it will not shut off. Had to manually shut down, possible software issue. Repaired the a/c. 11/28/23 Completed a JSA, connected and checked the software on the Volvo site. Called Gradall on the software for the machine, they said I need to contact Volvo for the info on what goes on it. Talked to Cullie and he said to do some more checking on the front panel, fuses and relays. Check the upper cab. 11/29/23 Completed a JSA, tried to download and install software, talked to Volvo and tried again, was not successful with software install. 11/30/23 Completed a JSA, tried to install software again and it failed. Contacted Curt at Volvo and we looked at it together and found the part numbers are different from the removed engine, there is no software package for it, it must be made. Curt is in the process of getting that done. 12/15/23 Completed a JSA, set up computer, put the battery charger on the machine. Connected computer, called Volvo and talked with Robert. Downloaded the engine info, could not installed, called back and talked to Corey. Went through the process and it was accepted. Started machine and it stopped, removed computer, replaced the water separator took an oil sample of the engine. installed the hood. Test engine ok note: hydraulic leaks on RR of machine and upper controls inop. Labor: Description Amount LABOR Total Labor $19,937.28 Parts: Qty Part Number Description Price Ext. Price 1.00 3801764 ENGINE, REMAN $34,790.70 $34,790.70 1.00 VFB INBOUND OVERSEAS FREIGHT FEE $5,391.00 $5,391.00 1.00 24079751 GASKET $59.00 $59.00 1.00 21532261 SEALING RING $11.50 $11.50 4.00 25375316 HOSE CLAMP $2.40 $9.60 1.00 21697308 WATER PIPE $77.10 $77.10 4.00 1677370 SEALING RING $6.50 $26.00 1.00 948888 ORING $10.40 $10.40 2 WAUKESHA-PEARCE INDUSTRIES, LLC A PEARCE INDUSTRIES, INC.COMPANY AP P.O. BOX 35068, HOUSTON TEXAS 77235-5068 PHONE(713)723-1050 SERVICE INVOICE Sold To: 200239 503 Ship To: 317103 CITY OF CORPUS CHRISTI CITY OF CORPUS CHRISTI FLEET MAINTENANCE 5253 AYERS ST. BLDG. 3B P.O. BOX 9277 CORPUS CHRISTI TX 78415 CORPUS CHRISTI TX 78408 Ship Via: Invoice: 2221564 Contact Name: Inv Date: 1/10/2024 Contact Phone: Cust PO: 615544 Note 3: Branch: 503 Note 4: Entered: Allen, Brooke Note 5: SO Order: 251205 -CL SlsRep: Estrada Sr., Beto Job Desc: ENGINE Unit ID: 146168 Mfg: GRADALL IND., INC. Model: XL3100-V Serial No: 3120000406 Hours: 1.00 1542780 SEALING RING $3.80 $3.80 1.00 1542781 SEALING RING $4.50 $4.50 10.00 465815 FLANGE SCREW $22.60 $226.00 1.00 VFB INBOUND FREIGHT FEE $200.05 $200.05 1.00 976932 GASKET $8.60 $8.60 2.00 11994 GASKET $1.20 $2.40 1.00 18677 GASKET $3.20 $3.20 11.00 BPC503 ZXELRU1 COOLANT(OAT) $12.99 $142.89 8.00 BPC503 122062 MOBIL DELVAC1 TF $45.44 $363.52 1.00 88591207 O-RING $1.51 $1.51 2.00 88591206 O RING $1.51 $3.02 2.00 88591209 O-RING $0.87 $1.74 1.00 425-03-51691 HOSE $39.89 $39.89 1.00 80773170 HOSE REDUCER 3.51N TO 31N $68.94 $68.94 2.00 16M2T-MTF 16M2T-MTF REEL $13.90 $27.80 2.00 16G-16FFORX 16G-16FFORX $55.17 $110.34 1.00 BPC503 QTY-8)75200 QTS $44.62 $44.62 1.00 80994192 SAFETY FILTER $187.19 $187.19 1.00 80994250 PRIMARY FILTER $394.97 $394.97 1.00 80774141 FUEL PRE-FILTER ELEMENT $136.60 $136.60 1.00 1677370 SEALING RING $6.50 $6.50 1.00 MSS MISCELLANEOUS SHOP $750.00 $750.00 1.00 ENV ENVIRONMENT FEE $350.00 $350.00 Total Parts $43,453.38 Tax Total WO $63,390.66 TOTAL INVOICE (USD) $63,390.66 ******REMIT TO ADDRESS****** WAUKESHA-PEARCE INDUSTRIES,LLC.EXCHANGE ACCOUNT P O BOX 204116 DALLAS,TX 75320-4116 ACH/WIRING: WELLS FARGO BANK,N.A. ABA#:121000248 ACCOUNT#: 4122374218 In accordance with acceptable state laws,we may impose a surcharge on credit cards that is not greater than our cost of acceptance. 001 Exhibit 1 WAUKESHA-PEARCE INDUSTRIES, LLC A PEARCE INDUSTRIES, INC.COMPANY P.O. BOX 35068, HOUSTON TEXAS 77235-5068 AW PHONE(713)723-1050 SERVICE INVOICE Sold To: 200239 503 Ship To: 317103 CITY OF CORPUS CHRISTI CITY OF CORPUS CHRISTI FLEET MAINTENANCE 5253 AYERS ST. BLDG. 3B P.O. BOX 9277 CORPUS CHRISTI TX 78415 CORPUS CHRISTI TX 78408 Ship Via: Invoice: 2221564 Contact Name: Inv Date: 1/10/2024 Contact Phone: Cust PO: 615544 Note 3: Branch: 503 Note 4: Entered: Allen, Brooke Note 5: SO Order: 251205 -CL SlsRep: Estrada Sr., Beto Job Desc: ENGINE Unit ID: 146168 Mfg: GRADALL IND., INC. Model: XL3100-V Serial No: 3120000406 Hours: WO#: 365712 SV ENGINE Comments: Complaint Egnine Cause Engine knocking Correction 10/19/23 Completed a JSA, put air in the tanks, started machine and brought in the shop. Moved the boom to the left, removed the air piping and removed the hood. Removed the after cooler piping, removed the 2 center covers, removed the exhaust piping. 10/20/23 Completed a JSA, found drain pans, drained the transmission oil, removed, and capped lines. Removed starter to disassemble engine, drained the coolant, removed the lines. Removed steering pump lines, pump was very low on oil, the reservoir was empty. Removed the fan assembly, transferred some parts to the new engine. 10/23/23 Completed a JSA, removed the electrical and coolant lines, under the engine. Removed the bolts from the transmission to the flywheel. Removed the bolts from engine to trans, connected crane, put trans jack under the trans, and removed left rear mount bolt. Removed the steering pump, lifted the engine out of the machine, set the engine on the deck and started to transfer over parts. 10/24/23 Completed s JSA, continue to transfer parts from old engine to the new engine, ordered parts as needed, for assembly. 10/30/23 Completed a JSA, installed the right side of the engine, installed belt, the flywheel, and new bolts. Torqued to 140 ft lbs. 11/3/23 Completed a JSA, removed the fuel lines and the common rail, to install the compressor hoses. Assembled the fuel system, moved lines and mounts to install the compressor. Installed the compressor and connected lines, assembled the rest of the engine. Assembled the old engine, prepped the new engine for installation. 11/6/23 Completed a JSA, finished assembling engine. Set the crane up and lift it into the machine. 11/7/23 Completed a JSA, installed all the coolant lines and the steering pump. Connected steering line, had the main steering supply line made. Connected hydraulic lines to pump, filled with steering fluid. Connected the trans cooler lines, filled with 1 WAUKESHA-PEARCE INDUSTRIES, LLC A PEARCE INDUSTRIES, INC.COMPANY AP P.O. BOX 35068, HOUSTON TEXAS 77235-5068 PHONE(713)723-1050 SERVICE INVOICE Sold To: 200239 503 Ship To: 317103 CITY OF CORPUS CHRISTI CITY OF CORPUS CHRISTI FLEET MAINTENANCE 5253 AYERS ST. BLDG. 3B P.O. BOX 9277 CORPUS CHRISTI TX 78415 CORPUS CHRISTI TX 78408 Ship Via: Invoice: 2221564 Contact Name: Inv Date: 1/10/2024 Contact Phone: Cust PO: 615544 Note 3: Branch: 503 Note 4: Entered: Allen, Brooke Note 5: SO Order: 251205 -CL SlsRep: Estrada Sr., Beto Job Desc: ENGINE Unit ID: 146168 Mfg: GRADALL IND., INC. Model: XL3100-V Serial No: 3120000406 Hours: synthetic atf. 11/9/23 Completed a JSA, cleaned and connected batteries, tried to start the machine, lights came on then a clang and all power went away. Traced wires, removed the front panel, and checked the fuses and relays. Removed the right cab panel and checked the key switch, checked the fuses box in the battery box, got the machine to run, but the other issue is it will not shut off. Had to manually shut down, possible software issue. Repaired the a/c. 11/28/23 Completed a JSA, connected and checked the software on the Volvo site. Called Gradall on the software for the machine, they said I need to contact Volvo for the info on what goes on it. Talked to Cullie and he said to do some more checking on the front panel, fuses and relays. Check the upper cab. 11/29/23 Completed a JSA, tried to download and install software, talked to Volvo and tried again, was not successful with software install. 11/30/23 Completed a JSA, tried to install software again and it failed. Contacted Curt at Volvo and we looked at it together and found the part numbers are different from the removed engine, there is no software package for it, it must be made. Curt is in the process of getting that done. 12/15/23 Completed a JSA, set up computer, put the battery charger on the machine. Connected computer, called Volvo and talked with Robert. Downloaded the engine info, could not installed, called back and talked to Corey. Went through the process and it was accepted. Started machine and it stopped, removed computer, replaced the water separator took an oil sample of the engine. installed the hood. Test engine ok note: hydraulic leaks on RR of machine and upper controls inop. Labor: Description Amount LABOR Total Labor $19,937.28 Parts: Qty Part Number Description Price Ext. Price 1.00 3801764 ENGINE, REMAN $34,790.70 $34,790.70 1.00 VFB INBOUND OVERSEAS FREIGHT FEE $5,391.00 $5,391.00 1.00 24079751 GASKET $59.00 $59.00 1.00 21532261 SEALING RING $11.50 $11.50 4.00 25375316 HOSE CLAMP $2.40 $9.60 1.00 21697308 WATER PIPE $77.10 $77.10 4.00 1677370 SEALING RING $6.50 $26.00 1.00 948888 ORING $10.40 $10.40 2 WAUKESHA-PEARCE INDUSTRIES, LLC A PEARCE INDUSTRIES, INC.COMPANY AP P.O. BOX 35068, HOUSTON TEXAS 77235-5068 PHONE(713)723-1050 SERVICE INVOICE Sold To: 200239 503 Ship To: 317103 CITY OF CORPUS CHRISTI CITY OF CORPUS CHRISTI FLEET MAINTENANCE 5253 AYERS ST. BLDG. 3B P.O. BOX 9277 CORPUS CHRISTI TX 78415 CORPUS CHRISTI TX 78408 Ship Via: Invoice: 2221564 Contact Name: Inv Date: 1/10/2024 Contact Phone: Cust PO: 615544 Note 3: Branch: 503 Note 4: Entered: Allen, Brooke Note 5: SO Order: 251205 -CL SlsRep: Estrada Sr., Beto Job Desc: ENGINE Unit ID: 146168 Mfg: GRADALL IND., INC. Model: XL3100-V Serial No: 3120000406 Hours: 1.00 1542780 SEALING RING $3.80 $3.80 1.00 1542781 SEALING RING $4.50 $4.50 10.00 465815 FLANGE SCREW $22.60 $226.00 1.00 VFB INBOUND FREIGHT FEE $200.05 $200.05 1.00 976932 GASKET $8.60 $8.60 2.00 11994 GASKET $1.20 $2.40 1.00 18677 GASKET $3.20 $3.20 11.00 BPC503 ZXELRU1 COOLANT(OAT) $12.99 $142.89 8.00 BPC503 122062 MOBIL DELVAC1 TF $45.44 $363.52 1.00 88591207 O-RING $1.51 $1.51 2.00 88591206 O RING $1.51 $3.02 2.00 88591209 O-RING $0.87 $1.74 1.00 425-03-51691 HOSE $39.89 $39.89 1.00 80773170 HOSE REDUCER 3.51N TO 31N $68.94 $68.94 2.00 16M2T-MTF 16M2T-MTF REEL $13.90 $27.80 2.00 16G-16FFORX 16G-16FFORX $55.17 $110.34 1.00 BPC503 QTY-8)75200 QTS $44.62 $44.62 1.00 80994192 SAFETY FILTER $187.19 $187.19 1.00 80994250 PRIMARY FILTER $394.97 $394.97 1.00 80774141 FUEL PRE-FILTER ELEMENT $136.60 $136.60 1.00 1677370 SEALING RING $6.50 $6.50 1.00 MSS MISCELLANEOUS SHOP $750.00 $750.00 1.00 ENV ENVIRONMENT FEE $350.00 $350.00 Total Parts $43,453.38 Tax Total WO $63,390.66 TOTAL INVOICE (USD) $63,390.66 ******REMIT TO ADDRESS****** WAUKESHA-PEARCE INDUSTRIES,LLC.EXCHANGE ACCOUNT P O BOX 204116 DALLAS,TX 75320-4116 ACH/WIRING: WELLS FARGO BANK,N.A. ABA#:121000248 ACCOUNT#: 4122374218 In accordance with acceptable state laws,we may impose a surcharge on credit cards that is not greater than our cost of acceptance. 001 C � 4:1- 0 N O O N o N > V Mimi � o � L C �C O LML U a� � � U C CN H U L C H Cu Ln 0 0 M fy N .-. W N N 00 O c! i cnCT) Ln c� 00 �O M � 00 Ln x N %-% O i M CA vi. O N � O > 01 I� V) n'1 a C v o D W +j ca aj O 4 N O O O cn � O s � Ln bA > O O W cB 00 cB N r6 M O cB O O 73 > ro >, O � rO I-- CT +� +-� (D N bA cB co ro i!} C: a) ro Q > -0 C) O O N a. O U co > Q v • Nv) C: N O O •� (3.) Q O oz - ro O +' O N i Ln (3.) O O cB cr6 >, E 4 0 r cB O c (AQ) Q) G O Q (% �O O r- LUO O m `� M ca Q _r_ > J rj 0 N N = ro ro N Q O � O +-� ) L aJ Q >j 00 73 i U a--� 0000 O O Lu o c� � .� QJ I � M cv m O N N O L N O E O a--+ Q a • SC 0 0 � U NCOBPOHP1 E0 AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting of May 21, 2024 DATE: May 14, 2024 TO: Peter Zanoni, City Manager FROM: Wesley Nebgen, Director of Water System Infrastructure We s l ey N(a-)cctexa s.co m (361) 826-3111 Josh Chronley, Assistant Director of Contracts & Procurement Josh C2(a)cctexas.com (361) 826-3169 Purchase of Subsite Wastewater Line Inspection System with Camera and Accessories CAPTION: Motion authorizing the purchase of a wastewater utility line inspection system with camera and accessories from Patterson Equipment Company, of Magnolia, Texas, through the TIPS Cooperative, for $73,635.50, to be utilized by Corpus Christi Water (CCW), with FY 2024 funding from the Wastewater Fund. SUMMARY: This is a supply agreement for Subsite Private Eye II Portable Mainline System and Patterson Equipment Company is the authorized dealer for the sales and service of this product. BACKGROUND AND FINDINGS: Corpus Christi Water is required to inspect and repair wastewater infrastructure as part of the mandated consent decree. Closed circuit televising (CCTV) pipe inspections are one aspect of this task. CCW staff reviewed and evaluated several televising platforms to determine which would be the most effective with the City's wastewater system. This equipment has proven effective and reliable for the City of Seguin, City of Beaumont, and local contractors. The Subsite Private Eye II Portable Mainline System (The Private Eye II) is portable and will assist in making it more efficient when working in rear easements behind homes. CCW currently has 5 CCTV vans and trailers which are staged in the street during inspections. The televising cables and wheeled camera must then be pulled to the worksite behind the home. This method of deployment can cause significant damage to the cable. In contrast, the Private Eye II can be rolled to the location decreasing wear and tear on the equipment. To this date, CCW has inspected 435 of the 996 miles required to be completed within the next six years. PROCUREMENT DETAIL: This procurement is through the TIPS Cooperative. Contracts awarded through the TIPS Cooperative have been competitively procured in compliance with local and state procurement requirements. Finance & Procurement researched other cooperative contracts and service offerings to find the most cost-effective option for the City. Patterson Equipment Company is the sole authorized dealer for the sales and service of subsite utility inspection equipment. ALTERNATIVES: There are other alternatives to the Private Eye II System, but when researching these types of systems, the Private Eye II system proved to be the best match for CCWs inspections of the wastewater infrastructure. FISCAL IMPACT: The fiscal impact for Corpus Christi Water in FY2024 is $73,635.50 coming from the Wastewater Fund FUNDING DETAIL: Fund: 4200 Wastewater Organization/Activity: 33400 Wastewater Collection System Department: 46 Project # (CIP Only): N/A Account: 520130 Maintenance & Repairs RECOMMENDATION: Staff recommend approval of this motion with Patterson Equipment Company as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet C co c w g c c c o d 9 w d 9 w 9 9 R x a G 2 c w c c p x a # c 2 G G G n ƒ C 0 w M G a C4 r, (D � � � � � � U E x \ g q � LO LO CD ? J x d G g a a c a U a # a # c 2 a g G LO a [" M C — CN D t2 q a_ �_ � G E � 0 5 o C*4 L 2 U 04 = o CL E m o - — — — — — a « � — o — O � U % 5 \ # I ¥ 9 3 ° � f m 3 § J w 2 / \ % 2 / / ƒ ) ƒ ) w U) V ® 9 e LU j _j ƒ m k < @ Q / E / 0 $ a k — / / ƒ % % .\ ■ T — x y C 7 q / / % q w O U Z) cd a) a) U) a) U E ? Q q M � » 'U) D 0 $ ¥ 2 < 2 m m .» ) o . 2 ƒ F- / ? ? $ w Q Q £ § J & a co 'IT C 2 w m � � � se 0 0 U NCORPO0.1¢ AGENDA MEMORANDUM ss52 Action Item for the City Council Meeting May 14, 2024 DATE: May 14, 2024 TO: Peter Zanoni, City Manager FROM: Wesley Nebgen, Director of Water System Infrastructure Wes leyN(a-)cctexas.com (361) 826-3111 Josh Chronley, Assistant Director of Finance & Procurement Josh C2(a)cctexas.com (361) 826-3169 Amendment #2 - Purchase of Pump, Motor and Repairs CCW CAPTION: Motion authorizing execution of Amendment #2 to the agreement with Xylem Water Solutions U.S.A., Inc., to increase the quantities of labor, parts, and materials for necessary repairs to Flygt pumps and motors for Corpus Christi Water in the amount of $300,000.00, with funding from the Wastewater Fund. SUMMARY: This motion authorizes an amendment to the Flygt Pump and Motor Repairs agreement to provide additional funding for the remainder of the current year's contract term. This contract is used for the repair or replacement of all Flygt pumps in the wastewater facilities and is critical to continued compliance with State and Federal regulatory requirements. The current contract funding is nearly exhausted and cannot be renewed until September. This amendment is necessary to continue normal operations and maintenance activities at CCW wastewater pumping facilities until the renewal date is reached. BACKGROUND AND FINDINGS: Flygt, a Xylem brand, comprises of approximately 90% of the pumps at the City lift stations and wastewater treatment plants, and has been the standard pumping equipment used throughout the City. The purchase of new equipment, spare parts, materials, and services are critical to ensure optimum operating requirements and compliance with TCEQ regulations. Flygt pump and motor units have unique design characteristics that require exact specifications for optimum use. Other pump manufacturers require a total piping redesign, which requires additional costs. Xylem Water Solutions USA Inc. is the sole distributor for Flygt submersible pumps, mixers, and spare parts used to interface with Flygt equipment. They are also the only Flygt authorized vendor providing warranty service in South Texas. Flygt pumps are warrantied and serviced at their shop in Corpus Christi. Corpus Christi Water (CCW) has been utilizing Maximo programming for asset management since 2019. CCW's six wastewater treatment plants (WWTPs) and 105 lift stations are one of the largest assets with electrical equipment and instrumentation. This amendment will provide CCW the additional funding to continue repair/preventative maintenance for approximately 40 pumps over 86 lift stations and WWTPs. PROCUREMENT DETAIL: The purchase is under chapter 252 exemptions, a procurement necessary to preserve or protect the public health or safety of the municipality's residents, and a procurement of items that are available from only one source, including captive replacement parts or components for equipment. Texas Local Government Code 252 regulates the purchasing and contracting authority of municipalities. Xylem Water Solutions USA, Inc., is the only factory trained and certified manufacturer authorized to distribute, repair and, replace Flygt brand products. The PM is for the pump and motors located at the City's Wastewater Lift Stations and Wastewater Treatment Plants. ALTERNATIVES: The alternative is to not amend the current agreement, requiring separate procurements on an as-needed basis. This would increase the time delay due to the procurement process. As a result, longer lead times for needed services could impact the performance levels required by TCEQ regulations. FISCAL IMPACT: The fiscal impact for FY 2024 for Corpus Christi Water is $300,000.00 from the Wastewater Fund. FUNDING DETAIL: Fund: 4200 Wastewater Organization/Activity: 33100 Broadway Wastewater Plant Department: 46 Wastewater Project # (CIP Only): N/A Account: 530215 Maintenance and Repairs — Contracted Amount: $25,000.00 Fund: 4200 Wastewater Organization/Activity: 33110 Oso Wastewater Plant Department: 46 Wastewater Project # (CIP Only): N/A Account: 530215 Maintenance and Repairs — Contracted Amount: $25,000.00 Fund: 4200 Wastewater Organization/Activity: 33120 Greenwood Wastewater Plant Department: 46 Wastewater Project # (CIP Only): N/A Account: 530215 Maintenance and Repairs — Contracted Amount: $25,000.00 Fund: 4200 Wastewater Organization/Activity: 33130 Allison Wastewater Plant Department: 46 Wastewater Project # (CIP Only): N/A Account: 530215 Maintenance and Repairs — Contracted Amount: $25,000.00 Fund: 4200 Wastewater Organization/Activity: 33140 Laguna Madre Wastewater Plant Department: 46 Wastewater Project # (CIP Only): N/A Account: 530215 Maintenance and Repairs — Contracted Amount: $25,000.00 Fund: 4200 Wastewater Organization/Activity: 33150 Whitecap Wastewater Plant Department: 46 Wastewater Project # (CIP Only): N/A Account: 530215 Maintenance and Repairs — Contracted Amount: $25,000.00 Fund: 4200 Wastewater Organization/Activity: 33210 Lift Station Operation & Maintenance Department: 46 Wastewater Project # (CIP Only): N/A Account: 530215 Maintenance and Repairs — Contracted Amount: $150,000.00 RECOMMENDATION: Staff recommends approval of this motion authorizing execution of Amendment #2 with Xylem Water Solutions USA, Inc., as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet Amendment #2 ATTACHMENT B-2 Item # Description Unit Quantity Unit Price Total Price 3/26/24 - 3/26/24 - 9/25/24 9/25/24 Parts / Materials Estimated Mark-up Estimated price + markup 1 Parts/Materials EA $175,000.00 0% $175,000.00 2 Shipping Allowance for EA $5,000.00 $5,000.00 Parts/Materials 3 Environmental Fee Allowance EA $1,000.00 $ 1,000.00 Labor 4 Shop Mechanic (ST) M-F 8:00 - 5:00 H R 850 $140.00 $119,000.00 TOTAL Not to exceed $300,000.00 DocuSign Envelope ID: F9A2E940-F7F1-4A7A-9C89-4CC356712399 � a ° Amendment #2 v Finance & Procurement 'NCORP9R PS ED I852 Date: April 9, 2024 Agreement #: 4280 — Flvgt Pump and Motor Repairs Contractor: Xylem Water Solutions U.S.A., Inc. Current Amount: $679,700.00 I. Section 3, Compensation and Payment, of the Agreement is amended by increasing the amount $300,000.00-1 therefore, the revised total amount of the Agreement through the current term ending date of September 25, 2024, is $979,700.00. II. Attachment B, Bid/Pricing Schedule, to the Agreement is superseded in part and supplemented in part by the addition of Attachment B-2, which is attached and incorporated by reference into the Agreement as if fully set out here in its entirety, in order to increase the quantities and dollar amounts allocated for labor, parts, and materials from March 26, 2024, through the remainder of the current term of the Agreement only. The increase necessitated by this Amendment #2 is warranted due to the unforeseen amount of maintenance, repairs, and replacement parts needed on Flygt brand pumps and motors located at the City's wastewater lift stations and wastewater treatment plants. For the avoidance of doubt, line items #1-3 of Attachment B-2 supplement the quantities and dollar amounts shown in the second table in Attachment B; line item #4 in Attachment B-2 both supplements the number of labor hours and supersedes the labor rate shown in the second table in Attachment B; and line items #5-7 of Attachment B have no effect. In the event the parties exercise the second one-year option of the Agreement, the third table shown in Attachment B (totaling $629,700.00) controls, at the dollar amounts and quantities stated as originally intended by the parties, unless further changed by written amendment on or after September 26, 2024. III. This Amendment #2 is effective March 26, 2024. To the extent that the provisions of this Amendment #2 conflict with any provisions of the Agreement and prior amendments, if any, the provisions of this Amendment #2 prevail and govern for all intents and purposes. LDocuSigned by: rAAAk r ffh 4/12/2024 Josh Chronley Date Contractor Date Assistant Director, Finance & Procurement Assistant City Attorney Date DocuSign Envelope ID: F9A2E940-F7F1-4A7A-9C89-4CC356712399 ATTACHMENT B-2 Item # Description Unit Quantity Unit Price Total Price 3/26/24 - 3/26/24 - 9/25/24 9/25/24 Parts / Materials Estimated Mark-up Estimated price + markup 1 Parts/Materials EA $175,000.00 0% $175,000.00 2 Shipping Allowance for EA $5,000.00 $5,000.00 Parts/Materials 3 Environmental Fee Allowance EA $1,000.00 $ 1,000.00 Labor 4 Shop Mechanic (ST) M-F 8:00 - 5:00 H R 850 $140.00 $119,000.00 TOTAL Not to exceed $300,000.00 � S cl �o o� � µCORPOOI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting May 21 , 2024 DATE: May 21, 2024 TO: Peter Zanoni, City Manager FROM: David S. Lehfeldt, Director of Solid Waste David L3(a)cctexas.com m (361) 826-1966 Josh Chronley, Assistant Director of Contracts & Procurement Josh C2Ca-)cctexas.com (361) 826-3169 Purchase and Installation of a Modular Building CAPTION: Motion authorizing the execution of an eight-month service agreement with Williams Scotsman, Inc., of Baltimore, Maryland, with an office in Corpus Christi, for $317,817.14, for the purchase and installation of a modular building for office space for Solid Waste Services, with FY 2024 funding from the General Fund. SUMMARY: This motion authorizes the purchase of a modular building for the Solid Waste Service's Administrative staff to meet short-term office space. A short-term solution is needed until the construction of a permanent administrative building is completed within the next 4 — 5 years. This requested facility is nearly identical to the modular building presented to the Council in February. BACKGROUND AND FINDINGS: On February 20, 2024, City Council tabled Agenda item #10 Legistar number (23-1371), due to questions and concerns about purchasing a modular building. Council requested staff to obtain bids from local vendors. On March 18, 2024, Contracts and Procurement requested bids from firms interested and qualified in the production and installation of Modular Builds. On April 9, 2024, the City received five (5) responses to the Request for Bids (RFB) 5755, the recommended vender for the purchase and installation of a modular building is Williams Scotsman, Inc., of Baltimore, Maryland, with an office in Corpus Christi, Texas. Solid Waste Services has the need for a new and larger office space to replace/combine inadequate office spaces located at 2525 Hygeia. Currently, the existing office floor is sinking and causing interior walls to separate from the main structure, the stairs have become a hazard and liability risk. Staff that will office in the new structure are currently located in three different areas, this new building will foster a better working environment for them. The requested building is not a common trailer or modular facility that is used for temporary purposes. Rather, the requested facility is more permanent in nature and includes a restroom, kitchenette, IT server closet, and other amenities commonly found in a fixed office structure. The new modular building is approximately 2,880 sq ft and will contain eight offices and up to six workstations with a common area large enough to accommodate up to 25 people for meetings. The existing utility infrastructure is available and the set-up cost for the purchased building will be minimal. The approved Capital Improvement Program includes the construction of a new Solid Waste Department Complex to house the entire Solid Waste Department. The purchase will cover the time required to construct the new Solid Waste administrative building. Once the new Solid Waste Complex is complete, this modular building will be available for use in other areas of the city. PROCUREMENT DETAIL: Finance & Procurement conducted a competitive Request for Bid for the purchase and installation of a modular building for additional office space for Solid Waste Services. The Procurement had reached out to 5 local vendors and none of them were responsive. Then, Procurement reached out to non-local vendors. The City received a total of 5 responses. Staff is recommending the award to the lowest responsive and responsible bidder, Williams Scotsman, Inc., of Baltimore, Maryland, who has a local office in Corpus Christi. Williams Scotsman's local office is located at 1000 Harrell Dr, Robstown. A cost comparison of cooperative pricing and lowest bid pricing can be found below: Description Cooperative Williams Scotsman, Inc. Variance Modular Building $330,063.05 $317,817.14 $12,245.91 The original quote from Mobile Modular is based on a purchase cooperative. The current price is from a competitive bid with 5 submittals. Out of the five bids, three were significantly higher than the original quote, one was slightly lower at $636, and the winning bid came in at a remarkable $12,246 lower, a difference of 3.7%. The low bidder was Willscot. Mobile Modular's bid submittal on the competitive RFP was $329,427.05, which was only $636 different from their cooperative price. ALTERNATIVES: Alternatives include maintaining the current crowded, deteriorated, and inefficient office configuration or building a permanent structure at the existing location for approximately $350/sq ft, (as compared to the $110/sq. ft. portable bldg. cost) that would not be ideally located for future development. FISCAL IMPACT: This fiscal impact for FY 2024 is a total amount of $317,817.14 in the General Fund. FUNDING DETAIL: Fund: 1020 General Fund Organization/Activity: 12510 Refuse Collection Department: 31 Solid Waste Services Project # (CIP Only): Account: 550010 Buildings RECOMMENDATION: Staff recommends approval of this motion for the execution of an eight-month service agreement for the purchase and installation of a modular building as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Price Sheet 2 \ \ \ \ f \ % \ / % % \ \ & 2g 0 co \ 5 ; § co 2 $ k e e e e �k \ 04 \ , o� / / z ] Cl 2 1 m m § < � 0 * > \ } 13 E � E m » ! e e e e ± \ \ \ \ 13 E / a _k 1 » k \ LO co ® \ \ u0 § k co k � e e e e \ G G \ U r \ / § \ kv = t ® / G 3 k © § CN co 5 © t 2 2 k [ L 1 d 8 8 £ w o o w ■ o -0 B 2 N [ R \ % � \ k ca § \ Lf § � a % co _ cn ui k � k% 2 > k j j j k k % B cn f / a § @ \ � d / § co / N � \ \ \ CL L: k 0 k 2 § \ -6 \ � y / > \ � ƒ x / / ad 2 2 @J / / DocuSign Envelope ID: FFFDC6C1-26213-461D-AE22-5FE6DA913A20 bUS C. 00 � 0 > SERVICE AGREEMENT NO. 5755 U Purchase and Installation of a Modular Building NO RPON Af 1852 THIS Purchase and Installation of a Modular Building Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Williams Scotsman, Inc. ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide the Purchase and Installation of a Modular Building in response to Request for Bid/Proposal No. 5755 ("RFB/RFP"), which RFB/RFP includes the required scope of work and all specifications and which RFB/RFP and the Contractor's bid or proposal response, as applicable, are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide the Purchase and Installation of a Modular Building ("Services") in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2. 2. Term. (A) The Term of this Agreement is eight months beginning on the date provided in the Notice to Proceed from the Contract Administrator or the City's Procurement Division. The parties may mutually extend the term of this Agreement for up to zero additional zero-month periods ("Option Period(s)"), provided, the parties do so in writing prior to the expiration of the original term or the then-current Option Period. (B) At the end of the Term of this Agreement or the final Option Period, the Agreement may, at the request of the City prior to expiration of the Term or final Option Period, continue on a month-to-month basis for up to six months with compensation set based on the amount listed in Attachment B for the Term or the final Option Period. The Contractor may opt out of this continuing term by providing notice to the City at least 30 days prior to the expiration of the Term or final Option Period. During the month-to-month term, either Party may terminate the Agreement upon 30 days' written notice to the other Party. 3. Compensation and Payment. This Agreement is for an amount not to exceed $317,817.14, subject to approved extensions and changes. Payment will be made Service Agreement Standard Form Page 1 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID: FFFDC6C1-26213-461D-AE22-5FE6DA913A20 for Services performed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Any amount not expended during the initial term or any option period may, at the City's discretion, be allocated for use in the next Option Period. Invoices must be mailed to the following address with a copy provided to the Contract Administrator: City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 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. The City's Contract Administrator for this Agreement is as follows: Name: Gabriel Maldonado Department: Solid Waste Services Phone: 361-826-1986 Email: GabrielM3@cctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, 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 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event that a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Service Agreement Standard Form Page 2 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID: FFFDC6C1-26213-461D-AE22-5FE6DA913A20 Agreement by reference as if each bond's terms, conditions, and amounts were fully set out here in its entirety. 6. Purchase Release Order. For multiple-release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. 7. Inspection and Acceptance. City may inspect all Services and products supplied before acceptance. Any Services or products that are provided but not accepted by the City must be corrected or re-worked immediately at no charge to the City. If immediate correction or re-working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item's bid/proposal price, must be paid by the Contractor within 30 days of receipt of City's invoice. 8. Warranty. (A) The Contractor warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B) In addition, the products purchased under this Agreement shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. (C) Contractor warrants that all Services will be performed in accordance with the standard of care used by similarly situated contractors performing similar services. 9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator. Service Agreement Standard Form Page 3 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID: FFFDC6C1-26213-461D-AE22-5FE6DA913A20 10. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such Services in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 12. Subcontractors. In performing the Services, the Contractor will not enter into subcontracts or utilize the services of subcontractors. 13. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other applicable taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Gabriel Maldonado Title: Contract/Funds Administrator Address: 2525 Hygeia St., Corpus Christi, Texas 78415 Phone: 361-826-1986 Fax: 361-826-1971 IF TO CONTRACTOR: Williams Scotsman, Inc. Attn: Sandy De La Garza Title: Product Sales Manager Address: 502 S. Clarkwood Rd., Corpus Christi, Texas 78406 Phone: 361-677-1883 Service Agreement Standard Form Page 4 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID: FFFDC6C1-26213-461D-AE22-5FE6DA913A20 Fax: N/A 17. CONTRACTOR SHALL FULLY 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 WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, 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 A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS EMPLOYEES OR AGENTS. 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 SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City may terminate this Agreement for Contractor's failure to comply with any of the terms of this Agreement. The City must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City may terminate this Agreement immediately thereafter. (B) Alternatively, the City may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City may also terminate this Agreement upon 24 hours written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Owner's Manual and Preventative Maintenance. Contractor agrees to provide a copy of the owner's manual and/or preventative maintenance guidelines or instructions if available for any equipment purchased by the City pursuant to this Agreement. Contractor must provide such documentation upon delivery of such equipment and prior to receipt of the final payment by the City. Service Agreement Standard Form Page 5 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID: FFFDC6C1-26213-461D-AE22-5FE6DA913A20 20. Limitation of Liability. The City's maximum liability under this Agreement is limited to the total amount of compensation listed in Section 3 of this Agreement. In no event shall the City be liable for incidental, consequential or special damages. 21. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 22. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor 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 had been omitted. 23. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding attachments and exhibits); B. its attachments, C. the bid solicitation document including any addenda (Exhibit 1 ); then, D. the Contractor's bid response (Exhibit 2). 24. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement if required by said statute. 25. Governing Law. Contractor agrees to comply with all federal, Texas, and City laws in the performance of this Agreement. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 26. Public Information Act Requirements. This paragraph applies only to agreements that have a stated expenditure of at least $1,000,000 or that result in the expenditure of at least $1,000,000 by the City. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Contractor agrees that the contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. Service Agreement Standard Form Page 6 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID: FFFDC6C1-26213-461D-AE22-5FE6DA913A20 27. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. Service Agreement Standard Form Page 7 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID: FFFDC6C1-26213-461D-AE22-5FE6DA913A20 CONTRACTOR DocuSigned by: Signature: �'� Printed Name: Sandy Delagarza Title: Product Sales Manager Date: 4/30/2024 CITY OF CORPUS CHRISTI Josh Chronley Assistant Director of Finance - Procurement Date: Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance and Bond Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit l : RFB/RFP No. 5755 Exhibit 2: Contractor's Bid/Proposal Response Service Agreement Standard Form Page 8 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID: FFFDC6C1-26213-461D-AE22-5FE6DA913A20 ATTACHMENT A: SCOPE OF WORK General Requirements The Contractor shall provide a 48 x 60 Section Modular Building. The City is seeking a provider that has the depth, breadth, and quality resources necessary to complete all phases of the purchase and installation process. Scope of Work Contractor shall construct the specified modular building as prescribed by the most recent edition of the International Building Code modified for regional design/load conditions, federal, state, and local requirements shall apply. As a minimum the design should include all specification information required by the City's Solid Waste Services Department to include but not limited to: A. Structural system type B. Multi-unit complex construction plan C. Joined units must maintain a positive alignment of floors, walls, roofs, and allow for Future relocation D. Manufactures specifications for frame E. Floor framing specifications F. Floor finish specifications G. Wall framing specifications H. Interior wall finish specifications I. Door's specifications and hardware J. Window specifications K. Electrical specifications L. Number of duplex receptacles per room M. Interior lighting specifications N. Emergency lighting and other safety specifications O. HVAC specifications P. Any additional design requirements as requested by the City Contractor shall provide performance specifications of the modular building unit as per attached Exhibit A, Specification Sheet and Exhibit B, Technical Clarifications. Contractor shall deliver and install modular building to following address: City of Corpus Christi, Solid Waste Services 2525 Hygeia Corpus Christi, Texas 78415 Page 1 of 9 DocuSign Envelope ID: FFFDC6C1-26213-461D-AE22-5FE6DA913A20 Warranty Contractor shall include manufacturer's standard warranty and one-year Labor Warranty. Contractor Quality Control and Superintendence The Contractor shall establish and maintain a complete Quality Control Program that is acceptable to the Contract Administrator to assure that the requirements of the Contract are provided as specified. The Contractor will also provide supervision of the work to insure it complies with the contract requirements. Page 2 of 9 DocuSign Envelope ID: FFFDC6C1-26213-461D-AE22-5FE6DA913A20 EXHIBIT A SPECIFICATION SHEET Size: 48 x 60 Description: Office, Dry, Corpus Christi, TX COMPONENT SUB- DESCRIPTION QUANTITY FRAME OUTRIGGER 12'X 60' - 12"X11.8# I-Beam-Outriggers/Crossmembers @ 4ft O.C. 4 AXLES (4)2-Brake&2-Idler New 4 MISC 8"Jr I-Beam Outrigger for Column Support—12ft Wide Module 8 FLOOR JOIST 2 X 8#2 SYP or Equal @ 16"O/C w/Dbl Perimeter 50#Floor Load DECKING 3/4"T&G Advantech INSULATION R-30C Unfaced Fiberglass Battens(Floors) COVERING Floor Tile VCT 1/8"X 12"X 12" MISC. Bottom Board Mobileflex EXTERIOR WALL STUDS 2 X 6#2 SYP or Equal @ 16"o.c.w/dbl top&sgl bottom plate-10'Tall SIDING Smart Panel 3/8"W/Housewrap COVERING 4' F R P Over 1/2" MR(VCG Above) ( Ext Wall) COVERING 1/2"Vinyl Covered Gyp w/wrapped battens-8' (Ext Wall) INSULATION R-21 Unfaced Fiberglass Batts INTERIOR WALL STUDS 2 X 4#2 SYP or Equal @ 16"o.c.w/dbl top&sgl bottom plate-08'Tall INSULATION R-11 Unfaced Int.Wall @ 8'Tall Restrooms walls only COVERING 4' FRP Over 1/2" MR(VCG Above) COVERING 1/2"Vinyl Covered Gyp w/wrapped battens-8' COLUMNS 2 X 6 X 8' Column -Concealed COLUMNS 2 X 4 X 8' Column -Concealed Page 3 of 9 DocuSign Envelope ID: FFFDC6C1-26213-461D-AE22-5FE6DA913A20 COMPONENT SUB- DESCRIPTION QUANTITY INTERIOR WALL MISC Wall Extended to Rafters—Approx 2ft Restrooms walls only INTERIOR TRIM COVE BASE Wall Base Vinyl 4" ROOF JOIST 2 X 8#2 SYP or Equal @ 24"O.C. 20#snow load.Transverse slope MATE BEAM 3-Layer Plywood Beam-32" INSULATION R-30C Unfaced (W/Support Netting) DECKING 7/16" Decking for Class C Roofing COVERING EPDM .045 White CEILING 2 X 4 T-Grid—Humiguard 41729 Ceiling Height @7'-10" WINDOW WINDOW 24 x 52 Vinyl VS- Low E (66) (ADA Sash) 10 BLINDS Mini-Blind—Metal—24 X 52 10 EXTERIOR DOOR DOOR 36X80—Telstar W/10X10 Window 2 LOCKSET Deadbolt—Grade 2—Single Cylinder 2 LOCKSET Passage Lever—Grade 2 2 HARDWARE Closer—Tell 600 Series 2 INTERIOR DOOR DOOR 36X80 Legacy Walnut—Hollow Core—W/Metal Jamb 10 LOCKSET Passage-Grade 3- Lever 8 LOCKSET Privacy—Grade 3- Lever 2 Restrooms HARDWARE Doorstop—Floor Mount(Int. Doors) 10 Page 4 of 9 DocuSign Envelope ID: FFFDC6C1-26213-461D-AE22-5FE6DA913A20 COMPONENT SUB- DESCRIPTION QUANTITY ELECTRICAL PANEL 1 Ph, Nema 3R, External, 125 Amp 4 RACEWAY EMT W/Green Ground LIGHT Flat Panel - LED-6200 Lumen 35 LIGHT Flat Panel—2X2- LED-3400 Lumen 2 Restrooms EXTERIOR LIGHTS Exterior 9w LED With Photo Control 2 EXIT/EMERGENCY LIGHTS Emergency Light- Remote Head- Exterior 2 EXIT/EMERGENCY LIGHTS Exit/Emergency Light Remote Capable-Red 2 SWITCH Occupancy Sensor Wall Mount(EMT) 10 SWITCH Occupancy Sensor Ceiling Mount(EMT) 3 Open area RECEPTACLE 20A- Duplex 43 RECEPTACLE 20A-WR For Heat Tape 1 RECEPTACLE 20A-WR GFCI Protected W/While In Use Cover 4 RECEPTACLE 20A-GFCI Protected Duplex 2 Restrooms RECEPTACLE 20A-GFCI Protected Duplex- Dedicated 3 (2) above countertop, (1)for future fridge on site by others RECEPTACLE 20A—Duplex—Floor Mount W/Plastic Cover 6 Open area, (1) per desk,see floor plan for locations. J-BOXES Powered J-Box Above Ceiling 2 Open area,center of units. PHONE/DATA 2 X 4 J-Box W/3/4"Conduit Stubbed Up 20 PLUMBING PIPE Pipe—PEX 3/4" WATER CLOSET Water Closet—Tank Type—Handicap—PEX 2 Page 5 of 9 DocuSign Envelope ID: FFFDC6C1-26213-461D-AE22-5FE6DA913A20 COMPONENT SUB- DESCRIPTION QUANTITY PLUMBING LAVATORIES Lavatory—Wall Hung- PEX 2 KITCHEN SINKS 15"x 15"S.S. Bar Sink—PEX 1 WATER HEATERS Insta—Hot 1 WATER HEATERS 2.5—Gallon—Electric Water Heater 1 ACCESSORIES Grap-Bars—Set 2 ACCESSORIES Toilet Paper Dispenser 2 ACCESSORIES Mirror—18"X 36"W/Clips 2 MISC Ice Marker Valve Box 1 HVAC A/C-WALL MOUNT 3-Ton- 10KW Heat Strip- 1P-W/PGM T-stat- Bard or Eubank or 4 Equal DUCT Fiberglass Ductboard -1-1/2"X 11"X 9" DUCT Fiberglass Ductboard -1-1/2"x 18"X 9" GRILLS Return Grille-24 X 24-Perforated Lay-In 24 GRILLS Supply Grille-24 X 24 Lay-In W/Damper 24 EXHAUST FANS 110 CFM—Ceiling Mount 2 MISC. Coated HVAC coils 4 MISC. Plenum Wall 48 FURNISHINGS CUBILCLE/WORKSTATIONS Furnishing required per workstation as follows: 7 Furniture measuring approx.2.5'X 5'with 1 desk, 1 standard office chair, 1 floor mat, 1 file cabinet,3 cubicle panels. 1 5ft open shelf. Quote to include pricing for the installation of cubicles. SKIRTING SKIRTING Vented vinyl skirting MISC. MISC. Close-Up STATES STATE APP TX State Approval 2015 IBC/160 mph wind rating Page 6 of 9 DocuSign Envelope ID: FFFDC6C1-26213-461D-AE22-5FE6DA913A20 EXHIBIT B TECHNICAL CLARIFICATIONS No. I Tasl<s DELINEATION OF RESPONSIBILITY GENERAL CONDITIONS City Contractor N/A Notes 1 Permits-State X 2 Permits-Building/Construction X 3 Permit-Plumbing X 4 Permit-Electrical X 5 Permits-Occupancy X 6 Permits-Transportation X 7 TAS Review/Inspection X 8 Permits/Applications-Offer X 9 Site Cleanup X 10 Final Cleaning X 11 Restrooms X 12 Project X Supervision/Management Design and Engineering City Contractor N/A Notes 1 Architect/Engineer of Record X 2 Building Engineering/Drawing X 3 Foundation Engineering X 4 Site Plan X 5 Civil&Site Utility Engineering X 6 Storm Water/Erosion Control X Plan 7 Surveying X 8 Locate Building Benchmarks X 9 j Soil Testing/Analysis X Building City Contractor N/A Notes 1 Building Manufacturing X 2 Gutters and Downspouts X 3 Furniture/Furnishing/ X As specified per Attachment 1 Equipment 4 Building Signage X 5 ADA Restroom Signage X 6 Final Building Keying/ Re- X Keying Building Installation City Contractor N/A Notes 2 Staging/Storage Location X 3 Module(s)Truck Spotting X Page 7 of 9 DocuSign Envelope ID: FFFDC6C1-26213-461D-AE22-5FE6DA913A20 No. Tasks DELINEATION OF RESPONSIBILITY 4 Block Modular Unit(s) X 5 Anchor Modular Unit(s) X 6 Level Modular Unit(s) X 7 Interior/Exterior Finish Work X 8 Remove Hitches X 9 Remove Axles/Tires X 10 Modular Building Skirting X Decks, Steps and Ramps City Contractor N/A Notes 1 Decks/Ramps/Steps/ Handrails X 2 Awning X 3 Footing/Foundations X Site Services City Contractor N/A Notes 1 Site-Selection, Preparation, X Cleaning, Demolition, Grading, Fill& Compact 2 Site-Pave, Curb, Stripe X 3 Site Condition Management X 4 Site-Landscaping and/or X Lighting 5 Detention/Drainage X 6 Building/Foundation Pad X 7 Fencing X 8 Concrete Side Walks X 9 Concrete Foundation X 10 Site Restoration X Electrical City Contractor N/A Notes 1 Building Electrical Equipment X 2 Electric Service &Connection X 3 Interconnections/Crossovers X 4 Fire Alarm System X 5 Voice/Data Cabling X 6 Security System X 7 Access Control X Plumbing City Contractor N/A Notes 1 Building Plumbing Equipment X 2 Interconnection/ Manifold X 3 Utility Service & Final X Connection Page 8 of 9 DocuSign Envelope ID: FFFDC6C1-26213-461D-AE22-5FE6DA913A20 No. I Tasl<s DELINEATION OF RESPONSIBILITY HVAC/ Mechanical City Contractor N/A Notes 1 HVA System X 2 Connect HVA Condensation X Lines to Waste Line 3 Functional Test X 4 Certified Test & Balance X Page 9 of 9 DocuSign Envelope ID: FFFDC6C1-26213-461D-AE22-5FE6DA913A20 ATTACHMENT B: BID/PRICING SCHEDULE IS CITY OF CORPUS CHRISTI ° CONTRACTS AND PROCUREMENT BID FORM flPGp t D asp RFE NO. 5755 PURCHASE AND INSTALLATION OF A MODULAR BUILDING PAGE 1 OF 1 Date: 9 e� Authorized Bidder: fnl-Atkm.!' e)-AlIvIn Signature: 1. Refer to "Instructions to Bidders" and Contract Terms and Conditions before completing bid. 2. Quote your best price for each item. 3. In submitting this bid, Bidder certifies that: a. the prices in this bid have been arrived at independently, without consultation, communication, or agreement with any other Bidder or competitor, for the purpose of restricting competition with regard to prices. b. Bidder is an Equal Opportunity Employer, and the Disclosure of Interest information on file with the City's Contracts and Procurement office, pursuant to the Code of Ordinances, is current and true. c. Bidder is current with all taxes due, and company is in good standing with all applicable governmental agencies. d. Bidder acknowledges receipt and review of all addenda for this RFB. ITEM DESCRIPTION TOTAL PRICE 1 48 X 60 Section Modular Building, Per Specification Sheet ao 0 v 1 -- ti 2 Delivery 3 3 Installation $ 9op GRAND TOTAL $ . Estimated Delivery Date: -�� a s r,�i ,�r C�c�s� 0(r1te-r receivills DocuSign Envelope ID: FFFDC6C1-26213-461D-AE22-5FE6DA913A20 ATTACHMENT C: INSURANCE AND BOND REQUIREMENTS I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this agreement until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor Agency to commence work until all similar insurance required of any subcontractor Agency has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administer one (1) 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 by endorsement, 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 Commercial General Liability Including: $1 ,000,000 Per Occurrence 1 . Commercial Broad Form 2. Premises - Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury AUTO LIABILITY (including) $500,000 Combined Single Limit 1 . Owned 2. Hired and Non-Owned 3. Rented/Leased WORKERS' COMPENSATION Statutory EMPLOYER'S LIABILITY $500,000 /$500,000 /$500,000 C. In the event of accidents of any kind related to this agreement, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a Page 1 of 3 DocuSign Envelope ID: FFFDC6C1-26213-461D-AE22-5FE6DA913A20 policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Contractor will be promptly met. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Contractor shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Contractor shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Contractor agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide 30 calendar days advance written notice directly to City of any, cancellation, non-renewal, material change or termination in coverage and not less than 10 calendar days advance written notice for nonpayment of premium. E. Within 5 calendar days of a cancellation, non-renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time Page 2 of 3 DocuSign Envelope ID: FFFDC6C1-26213-461D-AE22-5FE6DA913A20 herein required, the City shall have the right to order Contractor to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this agreement. H. It is agreed that Contractor's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. No Bonds are required for this Service Agreement. 2021 Insurance Requirements Ins. Req. Exhibit 4-113 Contracts for General Services - Services Performed Onsite 05/10/2021 Risk Management - Legal Dept. Page 3 of 3 DocuSign Envelope ID: FFFDC6C1-26213-461D-AE22-5FE6DA913A20 ATTACHMENT D: WARRANTY REQUIREMENTS Manufacturer's standard warranty and one-year Labor Warranty. W cD ' L.LI rr3 0 L O L 4--j aN QO a V 0 m 4) W W r,, C-D ; # L Ln (D N U �O > � Z ro O m N v N E ro V — _ c6 O '� o C p _ U 'E o U c :' s � � � _0 H o E o m a) : 'i O v N a--+ E E O cn cn 4— ca L C6 U O V O C6 O Q ate-+ N N Ln N � cn O U i ca ro p L N Q. ro ZZ a-J +1 .L U O M Ln '� • • • 0 • • m U U COD O bA L •- X � 4-j GOT W r 0 V LM E O = O T V I v.1 1 V r I I ■ s L7 �tJN 0 coon cn � ul �Q ca O •— N �'— ro •ul ro ._ m o m E OG) OLO L.L V c/� y— • i e q �yy F • U • coo i O GOT O (� n O by LM O . cn � �'O O i -0 M cn v O bn x W X , CAA W cn • I 5 L - I S G7 _ 1 OTC L.16 coo GOT T N IL N L� O }' � N N N N Ln v O r M }' oo O O 0O E a--+ N 0 N Q 00 E M ca O N 0 U }� •U O Cu +� O ul u � 4J O Ln 00 0 v E L aJ v v N ca N NO E O-0 j, v E _ N O O a--+ cn 4-j 4— a--+ }' > cn M !EO OU > i > Cu •N J > — O cn v 0- 0 N L U a--+ N O Q LL • • • 00 � S cl �o o� � µCORPOOI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting May 21 , 2024 DATE: May 21, 2024 TO: Peter Zanoni, City Manager FROM: Kathleen Chapa, Director of Animal Care Services Kathleen B@cctexas.com (361) 826-3064 Josh Chronley, Assistant Director of Finance & Procurement JoshC2(a)_cctexas.com (361) 826-3169 Spay and Neuter Services for Animal Care Services CAPTION: Motion authorizing execution of two one-year professional service agreements, each having two one-year options, for a combined amount not to exceed $250,000.00, with P.A.A.C. People Assisting Animal Control for$150,000.00 and The Cattery, Inc., for$100,000.00, with a potential total amount up to $750,000.00 if options are exercised, to provide spay and neuter services, with FY 2024 funding of $125,000.00 from the General Fund. SUMMARY: To improve access to low-cost, spay and neuter services, the City of Corpus Christi released a Request for Qualifications in January of 2024 to solicit parties interested in providing these services. The City Council awarded $250,000.00 in the FY23 budget for this purpose as a FY 2023 Budget Initiative. Two contracts were awarded, one to P.A.A.C. for $150,000.00 and The Cattery for $100,000.00. These contracts will expire in June 2024, and the department chose to resolicit for these services in efforts of securing additional potential firms instead of exercising the available option years. The City received two proposals, which were rated through a formal procurement process. BACKGROUND AND FINDINGS: Corpus Christi Animal Care Services is prohibited by the Texas Health and Safety Code (Title 10, Section 828.012) from providing spay and neuter and other medical services for animals not in the shelter's care. Therefore, identifying spay and neuter service partners and implementing means to increase access to spay and neuter services for pet owners will have a positive and direct impact on addressing the issue of overpopulation of pets. Contracted services in these agreements shall include veterinary spay-neuter services, evaluating animals to determine suitability for sterilization procedure, performance of the surgical procedures, and post-operative care including any necessary cones, medications, and antibiotics, as well as any additional follow-up care due to surgical complications. Surgeries are to be performed for pets owned by citizens who reside within the City limits. Surgeries must be performed in a manner consistent with or that exceeds the prevailing standard for veterinary care in the state of Texas. The spay and neuter program was initially budgeted in the FY 2023 budget. Two entities were awarded funding in FY 2023: P.A.A.C. and The Cattery, Inc. The results of those agreements are as follows: P.A.A.C. assisted in 628 canine neuters, 571 canine spays, 418 feline spays, 524 feline neuters, enhancing the quality of life of 210 animals in district 1 ; 370 in district 2; 757 in district 3, 347 in district 4, and 209 in district 5. The Cattery assisted in 247 male neuters, 280 female spays, 489 feline spays, 424 feline neuters, enhancing the quality of life of 231 animals in district 1 ; 223 in district 2; 244 in district 3, 293 in district 4, and 449 in district 5. PROCUREMENT DETAIL: Finance and Procurement conducted a first-time competitive Request for Qualifications (RFQ 4398) in 2023 for Animal Care Services. The existing awarded contracts will expire in June 2024, and the department chose to resolicit for these services in efforts of securing additional potential firms. RFQ 5553 was procured to obtain a pool of qualifying firms to provide spay and neuter services. The RFQ process allows the City to confirm that firms interested in providing these services are qualified and have the appropriate credentials and licenses to perform services. The City received two submissions and is recommending award to both firms. The selection committee was comprised of representatives from the Executive Leadership Team, Municipal Court, and Animal Care Services. Final evaluations ranked firms based on three factors: 1)firm's experience 2)team experience and identification, and 3) understanding of project scope. The City currently utilizes both firms, and the staff is confident they will continue to provide satisfactory services and is recommending P.A.A.C. People Assisting Animal Control and The Cattery, Inc. for award. ALTERNATIVES: If the City Council elects to not authorize these contracts, there will be no increased access to spay and neuter services available for pet owners without the necessary resources to secure these services. Since the purpose of the funding is to address the community issues of overpopulation of animals, without this increase in availability of services, the City will continue to struggle to address this issue. FISCAL IMPACT: The total fiscal impact will be $250,000.00 for the two contracts over the term of the original agreements with FY 2024 funding of $125,000.00 coming from the General Fund. FUNDING DETAIL: Fund: 1020 General Fund Organization/Activity: 12680 Animal Care Services Department: 52 Project # (CIP Only): Account: 530000 Professional Services RECOMMENDATION: Staff recommends approval of this motion authorizing the execution of two, one-year professional service agreements with the option to extend two additional one-year periods with P.A.A.C. People Assisting Animal Control and The Cattery Inc. as presented. LIST OF SUPPORTING DOCUMENTS: Evaluation Matrix Professional Service Agreements u v CDN N Ln N (N N N U a 0 II D 0 CD Lai LAi o .p �o ao — cN y G. 0- 0- IL IL - - - LO CV 1�- U Q- v o s U � � X = O ~ N � " •i H N N N N co CD 10 N N CD CV CR a N r (s Q � -0r M U a d 0- 0- 0-CL CL N N �O N Cr via Q O N = U � a a 0 N 3 O � C � N J i O O NO > LL ° 4) N LU H T ° O ° O _ � 0 i Q i O N 1 N N a a Z O H LO N i� Q Z N H N N � a > > O Q N ° N � CL O Z O s a CL N d Z � � N (D a v 4) a ::) - O - O p 'p U H p U I-- s _Q 0 U ° v a a ° + o ° + U N N LL - -0 7 -0 N " N N O N �% Q O N y a O) N V O - - U co .0 0- U N N CDS Lc) " c = U) � 4)0 CL v c U' O a .� ,N H N U 4)o (D v a a x � a U ii m W ° ° O ° O O 4) ° O C ° = O J Z Z J J I.L J j„L J DocuSign Envelope ID:7F4135C6-B7DD-4D78-BE00-7EC262EE9575 bUS C. 00 � 0 �A > PROFESSIONAL SERVICE AGREEMENT NO. 5553 U Spay and Neuter Services NO RPON Af 1852 THIS Spay and Neuter Service Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and The Cattery, Inc., ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has agreed to provide professional veterinary medicine services for the spaying and neutering of cats and dogs for the City of Corpus Christi. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide veterinary services to spay and neuter cats and dogs ("Services") in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 2. Term. This Agreement is for one year. The parties may mutually extend the term of this Agreement for up to two- additional one-year periods ["Option Period(s)"], provided, the parties do so in writing prior to the expiration of the original term or the then-current Option Period. 3. Compensation and Payment. This Agreement is for an amount not to exceed $100,000.00, with the total amount being subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Any amount not expended during the initial term or any option period may, at the City's discretion, be allocated for use in the next option period. Invoices must be mailed to the following address with a copy provided to the Contract Administrator: City of Corpus Christi Attn: Accounts Payable P. O. Box 9277 Corpus Christi, Texas 78469-9277 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Professional Service Agreement-Veterinary Services Page 1 of 7 DocuSign Envelope ID:7F4135C6-B7DD-4D78-BE00-7EC262EE9575 Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Name: Dave Parrot Department: Animal Care Services Division Phone: 361-826-4602 Email: davep@cctexas.com 5. Insurance; Bonds; License. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, 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 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event that a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Agreement by reference as if each bond's terms, conditions, and amounts were fully set out here in its entirety. (C) Prior to beginning work, Contractor must provide evidence of any valid professional license necessary for the performance of the work under this Agreement. 6. Standard of Care. Contractor warrants that all Services will be performed in accordance with the standard of care used by similarly situated professionals performing the same or similar Services under an identical professional license. 7. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. Professional Service Agreement-Veterinary Services Page 2 of 7 DocuSign Envelope ID:7F4135C6-B7DD-4D78-BE00-7EC262EE9575 8. Independent Contractor; Release. (A) In performing this Agreement, both the City and Contractor shall act in an individual capacity and not as agents, representatives, employees, employers, partners, joint venturers, or associates of one another. Contractor shall perform all professional services as an independent contractor and shall furnish such Services in his/her own manner and method, and under no circumstance or condition shall an employee, agent, or representative of either party be considered or construed to be an employee, agent, or representative of the other party. (B) As an independent contractor, no workers' compensation insurance shall be obtained by the City covering the Contractor and employees of the Contractor, if any. The Contractor shall comply with any and all workers' compensation laws pertaining to the Contractor and employees of the Contractor. 9. Subcontractors. 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 Contract Administrator unless the subcontractors were named in the bid or proposal or in an Attachment to this Agreement, as applicable. 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, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. The City may, at the City's sole discretion, choose not to accept Services performed by a subcontractor that was not approved in accordance with this paragraph. 10. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of each party. 11. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 12. Taxes. The Contractor covenants to pay all payroll, Medicare, FICA, unemployment and all other applicable taxes and to withhold any federal withholding required by law, all of the foregoing as may be related to the Services performed. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of a written request. 13. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: Professional Service Agreement-Veterinary Services Page 3 of 7 DocuSign Envelope ID:7F4135C6-B7DD-4D78-BE00-7EC262EE9575 IF TO CITY: City of Corpus Christi Attn: Dave Parrot 2626 Holly Road Corpus Christi, Texas 78415 IF TO CONTRACTOR: The Cattery, Inc. Attn: Samantha Person 1237 Saratoga Blvd. Corpus Christi, Texas 78417 14. CONTRACTOR SHALL FULLY 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 WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, 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 A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS EMPLOYEES OR AGENTS. 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 SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 15. Termination. (A) The City Manager may terminate this Agreement for Contractor's failure to perform the work specified in this Agreement or to keep any required insurance policies in force during any period of the term of this Agreement. The Contract Administrator must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure Professional Service Agreement-Veterinary Services Page 4 of 7 DocuSign Envelope ID:7F4135C6-B7DD-4D78-BE00-7EC262EE9575 period stated, the City Manager may immediately thereafter terminate this Agreement without the necessity of further notice. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City Manager may also terminate this Agreement upon 24 hours written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 16. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 17. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor 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 had been omitted. 18. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding all attachments and exhibits); B. its attachments, then, C. its exhibits, if any. 19. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement if required by State law. 20. Governing Law. This Agreement is subject to all federal, State, and local laws, rules, and regulations. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 21. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties Professional Service Agreement-Veterinary Services Page 5 of 7 DocuSign Envelope ID:7F4135C6-B7DD-4D78-BE00-7EC262EE9575 (SIGNATURE PAGE FOLLOWS) Professional Service Agreement-Veterinary Services Page 6 of 7 DocuSign Envelope ID:7F4135C6-B7DD-4D78-BE00-7EC262EE9575 CONTRAC cuSigned by: Sa.�a��.a �t,►rso�, Signature: Samantha Person Printed Name: Executive Director Title. Date: 4/6/2024 CITY OF CORPUS CHRISTI Josh Chronley Assistant Director, Finance - Procurement Date: APPROVED AS TO LEGAL FORM: Assistant City Attorney Date Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Insurance and Bond Requirements Professional Service Agreement-Veterinary Services Page 7 of 7 DocuSign Envelope ID:7F4135C6-B7DD-4D78-BE00-7EC262EE9575 ATTACHMENT A: SCOPE OF WORK I. .General Requirements Contractor shall be responsible for providing veterinary spay-neuter services for large and small size cats and dogs to include but not limited to: evaluating animals to determine suitability for sterilization procedure, performance of surgical procedure, and post- operative care including any necessary cones, medications, and antibiotics, as well as any additional follow-up care due to surgical complications. These services will all be included in the reimbursement cost per surgery. 2. Scoae of Work Contractor shall additionally assist Animal Care Services with the "General Requirements" under 4.1 upon request. Animal Care Services will provide transportation of animals to contractor's facility. Contractor shall provide the rabies vaccine, and DHPP/FVRCP vaccine to unvaccinated animals receiving a spay/neuter surgery. The City's Animal Care Services department will provide registered microchips to the Contractor for un-microchipped animals. Contractor shall be able to provide humane housing and proper care of all animals to include, but not limited to: food, water, shelter, and appropriate veterinary care for as long as such animals remain under Contractor care and control. Humane housing includes shelter from sun, wind, extreme temperatures, and rain. In addition, animals must not be commingled or overcrowded unless it is appropriate to do so. Contractor must maintain a 99% success rate with less than a 0.05% complication rate. Surgeries are to be performed for pets owned by citizens who reside within the City Limits. Contractor is responsible for verifying eligibility for surgery. Contractor will be allowed flexibility to schedule surgeries based on financial need. Surgeries must be performed in a manner consistent with or that exceeds the prevailing standard for veterinary care in the state of Texas. Contractor shall provide all trained staff, surgical facilities and related equipment, surgical packs, necessary consumable supplies, and maintain accurate medical records. In addition, Contractor shall provide supporting documentation on a monthly basis, verifying services/surgeries performed. The City shall provide payment for veterinary spay-neuter services upon completion. Contractor shall invoice monthly for the previous month's services. Page 1 of 2 DocuSign Envelope ID:7F4135C6-B7DD-4D78-BE00-7EC262EE9575 Contractor should allow up to thirty (30) days for payment from the date of invoice is received. All pre- and post-surgical supplies (such as cones and medications) should be included in the service and reimbursement costs. The Contractor will receive the following reimbursement and shall not exceed the rate amount per service below: SERVICE TYPE RATE Male Cat $35 per surgery Female Cat $50 per surgery Male Do <40 lbs. $65 per surgery Male Dog (>40 lbs.) $100 per surgery Female Do <40 lbs. $76 per surgery Female Dogs >40 lbs. $1 10 per surgery Vaccines (Rabies and DHPP/FVRCP) $8 per vaccine 3. Special Instructions Contractor must provide and maintain a current state of Texas licensed Veterinarian(s) available to perform the surgeries. Page 2 of 2 DocuSign Envelope ID:7F4135C6-B7DD-4D78-BE00-7EC262EE9575 ATTACHMENT B: INSURANCE AND BOND REQUIREMENTS I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this contract until all insurance required has been obtained-and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administer a 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. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE PROFESSIONAL LIABILITY $1,000,000 Per Claim (Errors and Omissions) $2,000,000 Aggregate (Defense costs not included in face value of the policy) If claims made policy, retro date must be at or prior to inception of agreement, have extended reporting period provisions and identify any limitations regarding who is insured. C. In the event of accidents of any kind related to this contract, Contractor shall furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. 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 at least A- with a Financial Size Category of Class VII or higher. B. Contractor 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 Page 1 of 2 DocuSign Envelope ID:7F4135C6-B7DD-4D78-BE00-7EC262EE9575 C. Certificate of insurance shall specify that at least 30 calendar days advance written notice will be provided to City of any, cancellation, non-renewal, material change or termination in coverage and not less than 10 calendar days advance written notice for nonpayment of premium. D. Within 5 calendar days of a cancellation, non-renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. E. 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. F. 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 contract. G. Contractor's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. H. The insurance required is in addition to and separate from any other obligation contained in this contract. BOND REQUIREMENTS: No bonds are required for this service. 2023 Insurance Requirements Ins. Req. Exhibit 3-H Professional Services - Other Professional Services O1/01 /2023 Risk Management - Legal Dept. Page 2 of 2 DocuSign Envelope ID:856468FA-664C-4726-8252-FBC7B5D6AB5A ,bus C. 00 � 0 > PROFESSIONAL SERVICE AGREEMENT NO. 5797 U Spay and Neuter Services NO RPON Af 1852 THIS Spay and Neuter Service Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and P.A.A.C. People Assisting Animal Control, ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has agreed to provide professional veterinary medicine services for the spaying and neutering of cats and dogs for the City of Corpus Christi. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide veterinary services to spay and neuter cats and dogs ("Services") in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 2. Term. This Agreement is for one year. The parties may mutually extend the term of this Agreement for up to two- additional one-year periods ["Option Period(s)"], provided, the parties do so in writing prior to the expiration of the original term or the then-current Option Period. 3. Compensation and Payment. This Agreement is for an amount not to exceed $150,00.00, with the total amount being subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Any amount not expended during the initial term or any option period may, at the City's discretion, be allocated for use in the next option period. Invoices must be mailed to the following address with a copy provided to the Contract Administrator: City of Corpus Christi Attn: Accounts Payable P. O. Box 9277 Corpus Christi, Texas 78469-9277 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Professional Service Agreement-Veterinary Services Page 1 of 7 DocuSign Envelope ID:856468FA-664C-4726-8252-FBC7B5D6AB5A Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Name: Dave Parrot Department: Animal Care Services Division Phone: 361-826-4602 Email: davep@cctexas.com 5. Insurance; Bonds; License. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, 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 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event that a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Agreement by reference as if each bond's terms, conditions, and amounts were fully set out here in its entirety. (C) Prior to beginning work, Contractor must provide evidence of any valid professional license necessary for the performance of the work under this Agreement. 6. Standard of Care. Contractor warrants that all Services will be performed in accordance with the standard of care used by similarly situated professionals performing the same or similar Services under an identical professional license. 7. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. Professional Service Agreement-Veterinary Services Page 2 of 7 DocuSign Envelope ID:856468FA-664C-4726-8252-FBC7B5D6AB5A 8. Independent Contractor; Release. (A) In performing this Agreement, both the City and Contractor shall act in an individual capacity and not as agents, representatives, employees, employers, partners, joint venturers, or associates of one another. Contractor shall perform all professional services as an independent contractor and shall furnish such Services in his/her own manner and method, and under no circumstance or condition shall an employee, agent, or representative of either party be considered or construed to be an employee, agent, or representative of the other party. (B) As an independent contractor, no workers' compensation insurance shall be obtained by the City covering the Contractor and employees of the Contractor, if any. The Contractor shall comply with any and all workers' compensation laws pertaining to the Contractor and employees of the Contractor. 9. Subcontractors. 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 Contract Administrator unless the subcontractors were named in the bid or proposal or in an Attachment to this Agreement, as applicable. 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, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. The City may, at the City's sole discretion, choose not to accept Services performed by a subcontractor that was not approved in accordance with this paragraph. 10. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of each party. 11. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 12. Taxes. The Contractor covenants to pay all payroll, Medicare, FICA, unemployment and all other applicable taxes and to withhold any federal withholding required by law, all of the foregoing as may be related to the Services performed. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of a written request. 13. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: Professional Service Agreement-Veterinary Services Page 3 of 7 DocuSign Envelope ID:856468FA-664C-4726-8252-FBC7B5D6AB5A IF TO CITY: City of Corpus Christi Attn: Dave Parrot 2626 Holly Road Corpus Christi, Texas 78415 IF TO CONTRACTOR: P.A.A.C. People Assisting Animal Control Attn: Cheryl Martinez 5804 Ayers Street Corpus Christi, Texas 78415 14. CONTRACTOR SHALL FULLY 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 WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, 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 A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS EMPLOYEES OR AGENTS. 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 SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 15. Termination. (A) The City Manager may terminate this Agreement for Contractor's failure to perform the work specified in this Agreement or to keep any required insurance policies in force during any period of the term of this Agreement. The Contract Administrator must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure Professional Service Agreement-Veterinary Services Page 4 of 7 DocuSign Envelope ID:856468FA-664C-4726-8252-FBC7B5D6AB5A period stated, the City Manager may immediately thereafter terminate this Agreement without the necessity of further notice. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City Manager may also terminate this Agreement upon 24 hours written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 16. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 17. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor 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 had been omitted. 18. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding all attachments and exhibits); B. its attachments, then, C. its exhibits, if any. 19. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement if required by State law. 20. Governing Law. This Agreement is subject to all federal, State, and local laws, rules, and regulations. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 21. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties Professional Service Agreement-Veterinary Services Page 5 of 7 DocuSign Envelope ID:856468FA-664C-4726-8252-FBC7B5D6AB5A (SIGNATURE PAGE FOLLOWS) Professional Service Agreement-Veterinary Services Page 6 of 7 DocuSign Envelope ID:856468FA-664C-4726-8252-FBC7B5D6AB5A CONTRACuSigned by: Signature: FRRR'17'�QQ7Fd7A Cheryl Martinez Printed Name: Title: President 4/6/2024 Date: CITY OF CORPUS CHRISTI Josh Chronley Assistant Director, Finance - Procurement Date: APPROVED AS TO LEGAL FORM: Assistant City Attorney Date Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Insurance and Bond Requirements Professional Service Agreement-Veterinary Services Page 7 of 7 DocuSign Envelope ID:856468FA-664C-4726-8252-FBC7B5D6AB5A ATTACHMENT A: SCOPE OF WORK I. .General Requirements Contractor shall be responsible for providing veterinary spay-neuter services for large and small size cats and dogs to include but not limited to: evaluating animals to determine suitability for sterilization procedure, performance of surgical procedure, and post- operative care including any necessary cones, medications, and antibiotics, as well as any additional follow-up care due to surgical complications. These services will all be included in the reimbursement cost per surgery. 2. Scoae of Work Contractor shall additionally assist Animal Care Services with the "General Requirements" under 4.1 upon request. Animal Care Services will provide transportation of animals to contractor's facility. Contractor shall provide the rabies vaccine, and DHPP/FVRCP vaccine to unvaccinated animals receiving a spay/neuter surgery. The City's Animal Care Services department will provide registered microchips to the Contractor for un-microchipped animals. Contractor shall be able to provide humane housing and proper care of all animals to include, but not limited to: food, water, shelter, and appropriate veterinary care for as long as such animals remain under Contractor care and control. Humane housing includes shelter from sun, wind, extreme temperatures, and rain. In addition, animals must not be commingled or overcrowded unless it is appropriate to do so. Contractor must maintain a 99% success rate with less than a 0.05% complication rate. Surgeries are to be performed for pets owned by citizens who reside within the City Limits. Contractor is responsible for verifying eligibility for surgery. Contractor will be allowed flexibility to schedule surgeries based on financial need. Surgeries must be performed in a manner consistent with or that exceeds the prevailing standard for veterinary care in the state of Texas. Contractor shall provide all trained staff, surgical facilities and related equipment, surgical packs, necessary consumable supplies, and maintain accurate medical records. In addition, Contractor shall provide supporting documentation on a monthly basis, verifying services/surgeries performed. The City shall provide payment for veterinary spay-neuter services upon completion. Contractor shall invoice monthly for the previous month's services. Page 1 of 2 DocuSign Envelope ID:856468FA-664C-4726-8252-FBC7B5D6AB5A Contractor should allow up to thirty (30) days for payment from the date of invoice is received. All pre- and post-surgical supplies (such as cones and medications) should be included in the service and reimbursement costs. The Contractor will receive the following reimbursement and shall not exceed the rate amount per service below: SERVICE TYPE RATE Male Cat $35 per surgery Female Cat $50 per surgery Male Do <40 lbs. $65 per surgery Male Dog (>40 lbs.) $100 per surgery Female Do <40 lbs. $76 per surgery Female Dogs >40 lbs. $1 10 per surgery Vaccines (Rabies and DHPP/FVRCP) $8 per vaccine 3. Special Instructions Contractor must provide and maintain a current state of Texas licensed Veterinarian(s) available to perform the surgeries. Page 2 of 2 DocuSign Envelope ID:856468FA-664C-4726-8252-FBC7B5D6AB5A ATTACHMENT B: INSURANCE AND BOND REQUIREMENTS I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this contract until all insurance required has been obtained-and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administer a 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. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE PROFESSIONAL LIABILITY $1,000,000 Per Claim (Errors and Omissions) $2,000,000 Aggregate (Defense costs not included in face value of the policy) If claims made policy, retro date must be at or prior to inception of agreement, have extended reporting period provisions and identify any limitations regarding who is insured. C. In the event of accidents of any kind related to this contract, Contractor shall furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. 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 at least A- with a Financial Size Category of Class VII or higher. B. Contractor 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 Page 1 of 2 DocuSign Envelope ID:856468FA-664C-4726-8252-FBC7B5D6AB5A C. Certificate of insurance shall specify that at least 30 calendar days advance written notice will be provided to City of any, cancellation, non-renewal, material change or termination in coverage and not less than 10 calendar days advance written notice for nonpayment of premium. D. Within 5 calendar days of a cancellation, non-renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. E. 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. F. 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 contract. G. Contractor's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. H. The insurance required is in addition to and separate from any other obligation contained in this contract. BOND REQUIREMENTS: No bonds are required for this service. 2023 Insurance Requirements Ins. Req. Exhibit 3-H Professional Services - Other Professional Services O1/01 /2023 Risk Management - Legal Dept. Page 2 of 2 se 0 0 U NCORPO0.1¢ AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting May 21, 2024 DATE: May 21, 2024 TO: Peter Zanoni, City Manager FROM: Jeffrey Edmonds, Director of Engineering Services 0effreye(u-)-cctexas.com (361) 826-3851 Robert Dodd, Director of Parks and Recreation robertd4(u-)cctexas.com (361) 826-3133 Heather Hurlbert, Assistant City Manager heatherh3(u-)cctexas.com (361) 826-3506 Construction Contract Award City Wide Park Upgrades FY 2023 — Salinas Park CAPTION: Motion awarding a construction contract to Gourley Contracting, LLC., for the City Wide Park Upgrades —Salinas Park to install a new fall zone and make drainage improvements located in Council District 3, in the amount of$483,267.30 with FY 2024 funding available from the Park Capital Improvement Funds. SUMMARY: This motion approves the restoration of the playground rubberized surface which includes partial pad improvements, partial foundation improvements, improved drainage, and new rubberized surface throughout playground. These enhancements aim to enhance the safety and usability of the playground. BACKGROUND AND FINDINGS: The Manuel Q. Salinas Park Play-For-All Accessible Playground project, completed in April 2019, received funding from the U.S. Department of Housing and Urban Development's (HUD) Community Development Block Grant (CDBG) in collaboration with the city's Housing and Community Development Department. The Salinas Park playground has significantly deteriorated and is now beyond its useful life. The existing rubber floor surfacing is completely dilapidated throughout the playground, posing risks to both users and the city. The deterioration is primarily due to the crushed grade beneath, which lacks proper drainage and leads to ponding during rain. While the southern part of the playground exhibits the most wear, the northern section is also significantly worn, with portions that are lifted off the ground, potentially creating tripping hazards for users. The project scope encompasses several critical actions including demolition of the entire rubber floor surface, deinstallation of existing playground equipment in the southern part, removal of the crushed grade beneath the rubber floor surface in the southern area, construction of a new concrete pad with drainage to an existing nearby pond, reinstallation of all playground equipment, installation of brand-new rubber floor surfacing across the entire concrete floor of the playground. PROJECT TIMELINE: 2023 - 2024 20241 January - January February - May June - September Design / Permit Bid / Award Construction Project schedule reflects award in May 2024 with anticipated completion by September 2024. COMPETITIVE SOLICITATION PROCESS: On March 20, 2024, the Contracts and Procurement Department issued a Request for Bids with the RFB number 5697 for the City Wide Park Upgrades - Salinas Park project. The City of Corpus Christi received bids from three bidders.The city analyzed the bids in accordance with the contract documents and determined Gourley Contracting, LLC is the lowest responsive, and responsible bidder. As the lowest bid received was within the acceptable range of Engineer's Opinion of Probable Construction Cost the City decided to proceed with the project. A summary of the bid is provided below: BID SUMMARY CONTRACTOR BASE BID TOTAL Gourley Contracting, LLC $483,267.30 $483,267.30 Barcom Construction $489,100.00 $489,100.00 The Playwell Group Inc. $615,000.00 $615,000.00 Engineer's Opinion of Probable Construction Cost $611,802.09 $611,802.09 Gourley Contracting, LLC has completed other city projects such as District 1, 2, 4 and 5 Park Projects. Gourley Contracting, LLC was also awarded the Council Chambers Modernization, Fire Department Warehouse-Holly, Sherwood Park Dog Park, and Flour Bluff Dog Park. ALTERNATIVES: The alternative is not to award the construction contract to the lowest responsive and responsible bidder, Gourley Contracting, LLC. This would delay the new improvements to Salinas Park and highlight the continuation of the playground's deterioration and potential risk of injury to users. FISCAL IMPACT: The fiscal impact in FY2023 is an amount of$483,267.30 with funds available from the General Fund. The approved CIP project page is included in the package and this project is drawing from funding in CIP project #: 23125. FUNDING DETAIL: Fund: Park CIP (Fund 3280) Department: Parks & Rec (27) Org: Grants and Capital Projects (89) Account: Construction Contract (550910) Activity: 23125-3280-EXP Amount $483,267.30 Total: $483,267.30 RECOMMENDATION: Staff recommend awarding a construction contract for City Wide Park Upgrades —Salinas Park to Gourley Contracting, LLC for the essential repairs to the playground. LIST OF SUPPORTING DOCUMENTS: Bid Tab Location & Vicinity Maps CIP Page PowerPoint d) O O O O M O ■ O N M M 00 r In In O M In O O M I- In 00 m r 6%N (\I O In W 0') I, 0) M N V (O W O ■ V �I� r V M V M M O V) M V V N I- M N r N N E f� EA EA EA EA V)V)N EA EA EA O 1 N U (O = O o v O O M OI (� y U O V d) In (I N N In O 00 M O — 0 3 Q; O N M to r M O O O to O _ 0) O M 6%M In N (A N N O In W EA M N (A EA W O 3. p) V V v) d) O l d O w � 'v N O O O O0 O O O O O O O I- O M N V O V O M V O O ■ 00 M r M 00 00 M M In 00 O In M 00 m 00 00 V m O I- O 0') m) In V 0) N I, 0) (O 0') W O ■ I� : V V ; O I� M N In In O 6% EA In OD N m EA N (A 6%6% EA EA EA N EA EA f6 E fO (» O w U G Y E0' 040r- M000 V V NOO N U O p I- O d) d) In O O d) (O O O U CO W M V 00 I, r M M 00 O _ O f6 f6 .M.. In (i)EA 00 � EA V EA I- O U d 0') d) (A N (O 00 O E O Y EA 6% 6% U U_ f6 m f6 Q OMOOOLOOOOOOO E O ■ O N In N d) 00 M In r O U "T 0 (00 r V r- 00 00 (N0 O ■ V V M O 1 Q 02 M r m V O N N EA V I- m m N ■ 613 63 63 613 613 63 69 63 63 63 J C Cl) .� O O — j COM Y x W O In N M O 0 V M N In O O (Q 3 CO O (\I V N N_ d) d) r d) O_ r O _ d C O M V (A v) d) (A to N O O OI M (A V (A " (A(O O U N cc ri co O N V EA N — f6 Q p N W m (n (n LL LL LL (n LL LL } LL J J LL ®J J 0 0 J J J (n („) (n Q Q O aI Z U) U O = W M d) M ((0 i U U) ` M r 0 M a ED Q m a Z Q w O O Lu U 0 L a N Z M O N U Z Q ■ 2 W O) z .16 O E N 2 v m N a o ■ m ~ ° C 0 a n cm m Cu 7 O U O x a U QU as rnrnm c°i N wQ am'N .Nd m T c O U N W W O J j C � J Cu m N= W Q U O)W O O .0 Q a p O 0 W U) 'N N O O O u U; 7 U Cu LLI _ OOO N d d U N W o s o E E E � a3~ d' OCO W O .J 0) 0) 0) 0) 0)In m _ O o — w � � in0000 x (ncmQ N M V In M r W N Q Q m m m m m m m m U U ao ta N PROJECT LOCATION f r 8 oxen --�L .. - AffPW CORPUS CHRISTI BAY 4 S G��49p 'R' xAs 4 4-kM LOCATION MAP s a NOT TO SCALE 4p awk =, It I SALINAS I PARK iQ PROJECT LOCATION i o 0 HORNE ROAD T S4. AERIAL MAP NOT TO SCALE PROJECT NUMBER: 23125 CITY WIDE PARK UPGRADES CITY COUNCIL EXHIBIT FISCAL YEAR - 2023 - CITY OF CORPUS CHRISTI, TEXAS (SAL INAS PARK) DEPARTMENT OF ENGINEERING SERVICES \ Capital Improvement Plan 2024 thru 2026 City of Corpus Christi, Texas �+ Project# 23122- 23129 Project Name City-Wide Park Upgrades FY 2023 Type Improvement/Additions Department Parks and Recreation Useful Life 25 years Contact Park Director Category Park Improvements Priority Important-Community Investment Council District City-Wide �. Status Active Description The scope of these projects will primarily focus on completion of necessary improvements to a group of specialty parks in all 5 Council Districts. Old City Hall Park(23122),and Oak Park(23123)in District 1 ,HEB Park(23124)in District 2,Salinas Park(23125)in District 3, South Sea Park(23127)in District 4,Stony Brook Park(23128)and Holly Park(23129)in District 5. Justification To manage and maintain parks,beaches,open spaces,and recreational facilities for the community. Expenditures Prior Years 2024 2025 2026 Total Construction/Rehab 1,607,836 1,607,836 Design 192,576 28,948 221,524 Eng,Admin Reimbursements 21,183 149,457 170,640 Total 213,759 1,786,241 2,000,000 Funding Sources Prior Years 2024 2025 2026 Total General Fund(Prior) 213,759 1,786,241 2,000,000 Total 213,759 1,786,241 2,000,000 Budget Impact/Other 71 Annual maintenance costs are budgeted in the Parks and Recreation operating budget to maintain improvements and amenities. 98 V) _ Uw NO � � N � N �o c� w � � � O bA a� _,t LA o • - LLJ - • ROAD Al i a r s4a�: 7 �a Q Jy0 h1�� _1 � � a� Il • � � � < � � • , .. \ \\ � . . . e ■ ����� � ��- � �. . 7C*! L� L l LA UW 7 .17-1 75 to o � 4 O a.0 4-1 75 • b-C O 75 un . H u H �,p1 O L• U� � a CM o LLI •r+ ��----++ z ?--I .yam. () bO cc Q� Q � a O u N O ❑ o 0 Cu z � u V a .^ U � w IL •r+ -�' z r--� - c! 4-5 w u •� O � N SC 0 U NOflPOflAT E� xss AGENDA MEMORANDUM Action Item for the City Council Meeting of May 14, 2024 DATE: May 14, 2024 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P.E., Director of Engineering Services a effreye(a-)cctexas.com (361) 826-3851 Drew Molly, Chief Operations Officer for CCW wesleyn(a)cctexas.com (361) 826-3111 Interlocal Agreements Texas Water Development Board Volumetric Survey - Choke Canyon and Lake Corpus Christi CAPTION: Motion authorizing two Interlocal Cooperation Agreements (ILA) with Texas Water Development Board (TWDB) in the amount of$88,758.00 for the volumetric survey of Choke Canyon Reservoir and $77,606.00 for a volumetric survey of Lake Corpus Christi Reservoir for a total not to exceed amount of$166,364.00, both located outside the City limits with FY 2024 funding available from the Water Capital Fund. SUMMARY: This item authorizes an ILA with City of Corpus Christi (City) and TWDB for a total not to exceed amount of $166,364.00 for a volumetric survey of Choke Canyon Reservoir and Lake Corpus Christi Reservoir. BACKGROUND AND FINDINGS: The Texas Water Development Board (TWDB) created the Hydrographic Survey Program which began in 1991 when the Texas Legislature authorized the TWDB to develop a non-profit, self- supporting, reservoir volumetric survey program. The Texas Water Code authorizes TWDB to perform surveys to determine reservoir storage capacity, sedimentation levels, rates of sedimentation, and projected water supply availability. Over time, reservoirs lose capacity due to sedimentation. With population and statewide water use increasing, current estimates of reservoir capacity for statewide water planning purposes are essential. Volumetric surveys are also necessary to ensure the quantity of water available for purposes such as long-term planning, drought management, and environmental flows operations. The TWDB recommends a volumetric and sedimentation survey within a 10-year timeframe or after a major flood event to assess changes in lake capacity and to further improve estimates of sediment accumulation rates. The City, in conjunction with the Bureau of Reclamation, own and operate the Choke Canyon Reservoir. Choke Canyon Reservoir was completed in 1982 and filled for the first time in 1987. Choke Canyon is the largest of the two city dams; when full, the lake level is at 220.5 feet above sea level and can hold up to 662,821 acre-ft based on the 2012 volumetric survey. Lake Corpus Christi was completed in 1958 with the construction of the Wesley Seale Dam. When full, Lake Corpus Cristi's water level is 94 feet above sea level and can hold up to 256,339 acre-feet of water. The last volumetric survey was conducted in 2016. The results of the surveys are expected to show a slight decrease in reservoir storage capacity due to sedimentation. The sedimentation occurs with natural water inflows, but can be accelerated during heavy storm events, such as hurricanes. The previous surveys showed a reduction of storage capacity as described below: 1) Lake Corpus Christi a) The last survey completed by TWDB was in 2015 i) TWDB 2002 survey re-calculated —262,564 acre-feet ii) TWDB 2016 volumetric survey — 256,339 acre-feet (or a 2.3% reduction of capacity due to sedimentation) 2) Choke Canyon Reservoir a) The last survey completed by TWDB was in 2012 i) TWDB pre-2012 estimate— 696,239 acre-feet ii) TWDB 2012 volumetric survey—662,821 acre-feet (or a 5% reduction of capacity due to sedimentation) The results of the new surveys will be compared to previous surveys. The project timeline is between four to seven months for the TWDB to complete the work and submit the report to the City. ALTERNATIVES: City Council could reject the ILA which would result in outdated public and regulatory information for planning. FISCAL IMPACT: If approved by Council, the fiscal impact in FY 2024 is an amount of $166,364.00 with funding available from the Water Capital Fund. FUNDING DETAIL: Choke Canyon Reservoir Fund: Water Fund 4010 (Fund 4010) Department: Water (45) Organization: Choke Canyon Dam (30210) Project: Interlocal Agreements —Texas Water Development Board (NCAP24003) Account: Professional Services (530000) Activity: n/a Amount: $88,758.00 Lake Corpus Christi Reservoir (Wesley Seale Dam) Fund: Water Fund 4010 (Fund 4010) Department: Water (45) Organization: Wesley Seale Dam (30200) Project: Interlocal Agreements —Texas Water Development Board (NCAP24004) Account: Professional Services (530000) Activity: n/a Amount: $77,606.00 Total $166,364.00 RECOMMENDATION: Staff recommends approval of ILA with Texas Water Development Board (TWDB) in the amount of $166,364.00 for a volumetric survey of Choke Canyon Reservoir and Lake Corpus Christi Reservoir. LIST OF SUPPORTING DOCUMENTS: Location and Vicinity Map Interlocal Cooperation Agreements TWDB Hydrographic Services Quote 7qL�%=%., TEXAS WATER DEVELOPMENT BOARD Reservoir Name: Choke Canyon CPE Elevation: 220.5 amsl Reservoir Surface Area (acres): 25,438 Source: TWDB Report (2013) Volumetric Survey Base rate $ 59,113 5% navigational hazards fee * $ 2,956 Intake/Structure scans: 0 $ - Total volumetric survey cost $ 62,069 Sedimentation Survey Sediment data collection and analysis (base X 35%) $ 20,690 Coring and analysis $ 6,000 Total survey cost Volumetric + Sedimentation** $ 88,758 * Navigational hazards fee of 5%of the base rate charged for navigational obstructions (such as submerged trees and vegetation, sand bars, marinas, boat docks and piers, etc.)that delay the data collection process. **Total Volumetric survey cost + Sediment data collection and analysis (base X 35%) + Coring and analysis Created by Mindy Conyers on 0312612024. Prepared for City of Corpus Christi(norbertog2@cctexas.com) TWDB Hydrographic Services Quote TEXAS WATER ` DEVELOPMENT BOARD Reservoir Name: Corpus Christi CPE Elevation: 94 feet amsl Reservoir Surface Area (acres): 19,748 Source: TWDB Report (2017) Volumetric Survey Base rate $ 51,147 S% navigational hazards fee * $ 2,SS7 Intake/Structure scans: 0 $ - Total volumetric survey cost $ 53,705 Sedimentation Survey Sediment data collection and analysis (base X 3S%) $ 17,902 Coring and analysis $ 6,000 Total survey cost Volumetric + Sedimentation** $ 77,606 * Navigational hazards fee of 5%of the base rate charged for navigational obstructions (such as submerged trees and vegetation, sand bars, marinas, boat docks and piers, etc.)that delay the data collection process. **Total survey cost = volumetric survey cost + sedimentation survey cost Created by Mindy Conyers on 0312612024. Prepared for City of Corpus Christi(norbertog2@cctexas.com) N LOCATION MAP 37 NOT TO SCALE LAKE CORPUS CHRISTI MATHIS C�� , :• ' S 37 1068 e 359 352 PROJECT LOCATION MATHIS LAKE CORPUS CHRISTI PROJECT LOCATION WESLEY E. SEALE DAM NUECES RIVER "i � •� ." ."'�' u ''.�- _� VICINITY MAP NOT TO SCALE PROJECT NUMBER: NCAP24004 LAKE CORPUS CHRISTI CITY COUNCIL EXHIBIT WESLEY E. SEALE DAM CITY OF CORPUS CHRISTI,TEXAS DE @zr PARTMENT OF ENGINEERING SERVICES - � 1 - 0 � � E W 1 1 1 r S am �OTHREE RIVERS RSA ` o � i PROJECT LOCATION �r CHOKE CANYON RESERVIOR CALLIHAM RECREATION RD 7 HWY 72 HWY 72 1042 301 AERIAL MAP NOT TO SCALE PROJECT NUMBER: NCAP 24003 CITY COUNCIL EXHIBIT CHOKE CANYON RESERVIOR _ CITY OF CORPUS CHRISTI,TEXAS } ,r DEPARTMENT OF ENGINEERING SERVICES se 0 0 PH AGENDA MEMORANDUM NCORPO0.1¢ ss52 Action Item for the City Council Meeting of May 21, 2024 DATE: May 10, 2024 TO: Peter Zanoni, City Manager FROM: Drew Molly, Interim Chief Operations Officer for Corpus Christi Water DrewM@cctexas.com (361) 826-3556 Resolution authorizing the City Manager to execute a "Third Amendment to the Contract between the City of Corpus Christi and San Patricio Municipal Water District for Supply of Treated Water" CAPTION: Resolution authorizing execution of a Third Amendment to the Contract between the City of Corpus Christi and San Patricio Municipal Water District for the Supply of Treated Water to reduce the Take-or-Pay contracted amount of 15,000-acre feet per year to 12,760-acre feet per year, as requested by the designated customer, Gulf Coast Growth Ventures. SUMMARY: The resolution authorizes the City Manager to execute the third amendment to the contract between the City and SPMWD for treated water with changes as approved by the City Attorney. On August 11, 2023, Gulf Coast Growth Ventures (GCGV) submitted a letter to SPMWD requesting to reduce the Take-or-Pay contracted amount of 15,000-acre feet per year (13.4 MGD) to 12,760-acre feet per year (11.4 MGD). The primary reason for the request in the reduction of the Take-or-Pay amount is due to GCGV water conservation efforts based in technology design enhancements observed in their cooling tower. BACKGROUND AND FINDINGS: On March 17, 1997, the City and SPMWD entered into a treated water supply contract. Then on September 5, 2018, the City and SPMWD agreed on a second amended to the water supply contract. The City agreed to allow SPMWD to divert and use 37,000-acre feet (33 MGD) (10,000- acre feet (8.92 MGD) of which shall be designated as "Reserve Capacity" in a calendar year) treated water for municipal and industrial purposes. The remaining 37,000-acre feet (33 MGD) of treated water being 27,000-acre feet (24 MGD) shall be made available to the SPMWD by the City only for the time during which the contract between SPMWD and GCGV is in effect. As described in the second amendment starting on January 1 , 2023, SPMWD is obligated to purchase a minimum of 15,000-acre feet (13.4 MGD) per calendar year (Take-or-Pay Amount) of the 27,000-acre feet. The second amendment it allows SPMWD to request a reduction in their Take-or-Pay amount, if GCGV makes technological or other improvements or changes to operations of its facility that results in a reduced anticipated water usage, and provided GCGV can document such a change. The City and SPMWD then agree to review and negotiate changes to the contract to reduce the 27,000-acre feet (24 MGD) commitment and the minimum take or pay purchase amount. In a letter from GCGV to SPMWD, GCGV states their request on August 11 , 2023, to reduce the Take-or-Pay contracted amount of 15,000-acre feet per year (13.4 MGD) to 12,760-acre feet per year (11.4 MGD). Based on this request SPMWD treated water amount for municipal and industrial purposes would be reduced. SPMWD total treated water capacity would be reduced from 37,000-acre feet (33 MGD) to 34,760-acre feet (31 MGD) with 10,000-acre feet designated as "Reserve Capacity", being 24,760-acre feet (22.08 MGD) can be made available to SPMWD by the City. In addition, starting on January 1, 2024, SPMWD is obligated to purchase a minimum of 12,760-acre feet (11 .4 MGD) Take-or-Pay Amount at the monthly pay rate for public agency for resale. The request for the reduction is being made due to water conservation technology design enhancements observed in GCGV cooling tower. ALTERNATIVES: The alternative would be to not allow SPMWD to reduce their treated water amount or their Take-or-Pay Amount. SPMWD would be obligated to purchase a minimum of 15,000-acre feet (13.4 MGD) of treated water per calendar year and SPMWD would not reduce their treated water capacity of 37,000-acre feet per year (33 MGD). FISCAL IMPACT: There is no fiscal impact for FY 2024 for Corpus Christi Water (CCW) associated with this item. Revenues projected for FY24 were based on actual usage that did not exceed 11 .51VIGD based on billing reports. RECOMMENDATION: Staff recommends approving the resolution authorizing the City Manager to execute a Third Amendment to the contract between the City and SPMWD for supply of treated water. LIST OF SUPPORTING DOCUMENTS: Resolution Redline City and SPMWD third amendment for supply of treated water 1 Resolution authorizing the City Manager to execute a Third Amendment to the Contract between the City of Corpus Christi and San Patricio Municipal Water District for Supply of Treated Water BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: The City Manager is authorized to execute a Third Amendment to the Contract between the City of Corpus Christi and San Patricio Municipal Water District for Supply of Treated Water as attached with such changes thereto as approved by the City Attorney. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary C:\Users\ufc-prod\AppData\Local\Temp\BCL Tech nologies\easyPDF 8\@BCL@BC17D6AF\@BCL@BC17D6AF.docx 2 THIRD AMENDMENT TO THE CONTRACT BETWEEN THE CITY OF CORPUS CHRISTI AND SAN PATRICIO MUNICIPAL WATER DISTRICT FOR SUPPLY OF TREATED WATER Whereas, on March 17, 1997,the City of Corpus Christi ("City") and San Patricio Municipal Water District ("District") entered into a Treated Water Supply Contract with a term of 30 years; and Whereas, effective August 13, 2013, the City and the District entered into a Settlement Agreement and Mutual Release which amended the foregoing Treated Water Supply Contract, and effective September 5, 2018, the City and the District entered into that certain Second Amendment to and Extension of the Contract Between the City of Corpus Christi and San Patricio Municipal Water District for Supply of Treated Water ("Second Amendment") and the Treated Water Supply Contract, as amended by the Settlement Agreement and Mutual Release, and as further amended by the Second Amendment is hereinafter referred to as the Contract; and Whereas, the District's Designated Customer has advised that after over 18 months of run time, it has seen that design enhancements have demonstrated improved water utilization so that it can save approximately 2 MGD and has requested a reduction in its Take-or-Pay obligations to the District; and Whereas, the parties desire to further amend the Contract regarding Quantity and Take-or Payment requirements in response to the District's Designated Customer's request and pursuant to Section 6 (c) of the Contract. In consideration of the above recitals and the mutual promises, covenants, and agreements, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree to amend the following sections of the Contract. This Third Amendment to the Contract between the City and the District for Supply of Treated Water (herein "Third Amendment") amends the Contract Section 2 (Use and Quantity of Treated Water) and Section 6 (Reserve Capacity, Capacity for Designated Customer and Fixed Minimum Obligation of Treated Water to Serve Designated Customer), to read as follows: 2. USE AND QUANTITY OF TREATED WATER. a. Subject to and as limited by the provisions of Section 6 below, the City agrees to allow the District to divert, and use consumptively, treated water for municipal and industrial purposes in such quantity as may be required by the District, but not exceeding a total of 34,760-acre feet (10,000 acre feet of which shall be designated as Reserve Capacity as set forth in Section 6(a) below) in a calendar year (January 1 to December 31). Treated water C:\Users\ufc-prod\AppData\Local\Temp\BCL Tech nologies\easyPDF 8\@BCL@BC17D6AF\@BCL@BC17D6AF.docx 3 includes water treated at the City's O.N. Stevens Water Treatment Plant. It may also include any other treated water available from any other City facility, so long as it potable quality. b. However, if an emergency situation arises, the City may deliver additional treated water. The City Manager or designee ("City Manager") will determine how long the extra deliveries will last, the rate at which deliveries will be increased, and whether the increased deliveries will exceed 34,760-acre feet during a calendar year. c. Except as provided in subparagraph 2.b., if the District's projected needs for treated water exceed 23,000 gallons per minute, the District will notify the City Manager of the District's needs at least 90 days prior to date on which the increased deliveries are needed. The District agrees to provide at least 2 years advance notice if requested increase exceeds 20% of amount stated in subparagraph 2.a. The City Manager will determine whether there is sufficient capacity within the system to allow an increased rate of delivery after considering the City's planned needs and the needs of its other water customers. The City Manager will determine whether water can be delivered at an increased rate and the rate to which deliveries will be increased, and notify the District's Representative of the decision. d. The District may request an increase in the amount of treated water delivered in a year based on the extent of then uncommitted available water. The City Manager will consider the City's planned needs, the needs of its other water customers, and the needs of other communities in the region before committing to any increase in the District's annual deliveries. However,the City is under no obligation to authorize an increase in the annual deliveries. In event an increase in the annual deliveries is authorized, this contract must be amended in writing to show the amount of increased deliveries. e. Title to and possession of the treated water passes to the District at the points of delivery. 6. RESERVE CAPACITY, CAPACITY FOR DESIGNATED CUSTOMER AND FIXED MINIMUM OBLIGATION OF TREATED WATER TO SERVE DESIGNATED CUSTOMER. a. Out of the total 34,760 acre feet of treated water capacity set forth in Section 2 above, 10,000 acre-feet of treated water capacity is hereby designated as "Reserve Capacity". Except for emergencies subject to Section 2(b) above,the District shall provide at least 2 years' advance written notice to the City of the District's intent to utilize the Reserve Capacity prior to use by the District. The District as of the Effective Date of this Third Amendment is utilizing the Reserve Capacity and provided the City with the notice required above. C:\Users\ufc-prod\AppData\Local\Temp\BCL Tech nologies\easyPDF 8\@BCL@BC17D6AF\@BCL@BC17D6AF.docx 4 b. The remainder of the 34,760 acre feet of treated water capacity set forth in Section 2 above, being 24,760 acre feet, shall be made available to the District by the City only for the period of time during which the contract between the District and Gulf Coast Growth Ventures LLC ("Designated Customer") is in effect. SPMWD must provide the City at least 90 days advance written notice prior to SPMWD actually taking any portion of the 24,760 acre feet. As of the Effective Date of this Third Amendment the District is taking a portion of the 24,760 acre feet and provided the City with the notice required above. c. Commencing on January 1, 2024, and continuing so long as the contract between the District and its Designated Customer is in effect, the District is obligated to purchase minimum of 12,760 acre-feet per calendar year ("Take-or-pay Amount") at the monthly take or pay rate for public agency for resale, as adopted by City ordinance and which is in effect at the time of delivery. Notwithstanding the foregoing sentence, if the Designated Customer makes technological or other improvements or changes to operations of its facility that will result in a reduced anticipated water usage, and provided the Designated Customer provides documentation of such a change, then the City and District agree to review such documentation and to negotiate changes to this Contract to reduce the 24,760 acre feet commitment in Section 6(b) above and the minimum take or pay purchase requirement in this Section 6(c). In addition, if the City is unable due to drought conditions to provide sufficient treated water to the District in an amount at least equal to the District's then-existing minimum purchase requirements, the District shall only be required to pay for the actual amount of treated water delivered by the City. Once the provisions of the preceding paragraph are in effect, for any calendar year in which District has purchased less than the take-or-pay amount, City shall invoice District for the difference between the actual amount of treated water purchased during that calendar year and the take-or-pay amount. Notwithstanding any provision in this Third Amendment to the contrary, any treated water purchased by the District from the Reserve Capacity shall not be counted toward the District's Take-or-Pay requirement in this Section 6(c). If Designated Customer's Facility(which is located in San Patricio County, bounded on the east by FM 2986, bounded on the north by US 181, bounded on the west by CR 3677 and bounded on the south by CR 1612) is prevented from operating fully due by reason of a force majeure event(s) described in Section 13 and during a calendar year in which the District has purchased less than the Take-or-pay Amount,then subject to City's receipt of required notice and City's concurrence of the existence of a qualifying force majeure event, which concurrence by the City shall not be unreasonably withheld, the calculation to determine the difference between the actual amount of treated water purchased during that calendar year and the Take-or-pay amount shall be adjusted to actual use and prorated to reflect the period of such down time; however any such adjustment(s) shall be for actual period of down time, not to exceed maximum of six months ("Period of Take-or-Pay Adjustment"). Subject to City's concurrence of a qualifying force majeure event, the Period of Take or Pay Adjustment initiates as of the C:\Users\ufc-prod\AppData\Local\Temp\BCL Tech nologies\easyPDF 8\@BCL@BC17D6AF\@BCL@BC17D6AF.docx 5 date of the qualifying force majeure event. Immediately upon the conclusion of the Period of Take-or-Pay Adjustment, the District must resume payment of the Take-or-Pay Amount even if the qualifying force majeure event continues beyond the maximum six month Period of Take-or-Pay Adjustment. d. If the payment due the City from the District for treated water withdrawn during the billing period under consideration exceeds the minimum, then payment must be made for the amount due. All other terms and conditions of the previously executed Contract between the parties which are not inconsistent herewith shall continue in full force and effect. By signatures below, the parties agree that the Contract as amended by this Third Amendment , constitutes the sole and only agreement of the parties and supersedes any prior understandings or written or oral agreements or settlement agreement between the parties respecting the within subject matters. The parties have executed this Third Amendment in multiple counterparts, and each executed copy shall be considered as an original, with all terms effective as of date of last signature ("Effective Date"). C:\Users\ufc-prod\AppData\Local\Temp\BCL Tech nologies\easyPDF 8\@BCL@BC17D6AF\@BCL@BC17D6AF.docx 6 SAN PATRICIO MUNICIPAL WATER DISTRICT By: Printed Name: President ATTEST: By: Secretary/Treasurer Printed Name: ACKNOWLEDGMENT STATE OF TEXAS COUNTY OF SAN PATRICIO This instrument was acknowledged before me on the day of , 2024 by , President of the San Patricio Municipal Water District, on behalf of said district, after approval of the Board of Directors on 12024. Notary Public C:\Users\ufc-prod\AppData\Local\Temp\BCL Tech nologies\easyPDF 8\@BCL@BC17D6AF\@BCL@BC17D6AF.docx 7 CITY OF CORPUS CHRISTI By: City Manager Printed Name: ATTEST: By: Secretary ACKNOWLEDGMENT STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on the day of 12024 by , City Manager of the City of Corpus Christi, Texas, on behalf of said city, after approval of the City Council on 12024. Notary Public C:\Users\ufc-prod\AppData\Local\Temp\BCL Tech nologies\easyPDF 8\@BCL@BC17D6AF\@BCL@BC17D6AF.docx 1 Resolution authorizing the City Manager to execute a Third Amendment to the Contract between the City of Corpus Christi and San Patricio Municipal Water District for Supply of Treated Water BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: The City Manager is authorized to execute a Third Amendment to the Contract between the City of Corpus Christi and San Patricio Municipal Water District for Supply of Treated Water as attached with such changes thereto as approved by the City Attorney. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary C:\Users\ufc-prod\AppData\Local\Temp\BCL Tech nologies\easyPDF 8\@BCL@C4176AC5\@BCL@C4176AC5.docx 2 THIRD AMENDMENT TO THE CONTRACT BETWEEN THE CITY OF CORPUS CHRISTI AND SAN PATRICIO MUNICIPAL WATER DISTRICT FOR SUPPLY OF TREATED WATER Whereas, on March 17, 1997,the City of Corpus Christi ("City") and San Patricio Municipal Water District ("District") entered into a Treated Water Supply Contract with a term of 30 years; and Whereas, effective August 13, 2013, the City and the District entered into a Settlement Agreement and Mutual Release which amended the foregoing Treated Water Supply Contract, and effective September 5, 2018, the City and the District entered into that certain Second Amendment to and Extension of the Contract Between the City of Corpus Christi and San Patricio Municipal Water District for Supply of Treated Water ("Second Amendment") and the Treated Water Supply Contract, as amended by the Settlement Agreement and Mutual Release, and as further amended by the Second Amendment is hereinafter referred to as the Contract; and Whereas, the District's Designated Customer has advised that after over 18 months of run time, it has seen that design enhancements have demonstrated improved water utilization so that it can save approximately 2 MGD and has requested a reduction in its Take-or-Pay obligations to the District; and Whereas, the parties desire to further amend the Contract regarding Quantity and Take-or Payment requirements in response to the District's Designated Customer's request and pursuant to Section 6 (c) of the Contract. In consideration of the above recitals and the mutual promises, covenants, and agreements, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree to amend the following sections of the Contract. This Third Amendment to the Contract between the City and the District for Supply of Treated Water (herein "Third Amendment") amends the Contract Section 2 (Use and Quantity of Treated Water) and Section 6 (Reserve Capacity, Capacity for Designated Customer and Fixed Minimum Obligation of Treated Water to Serve Designated Customer), to read as follows: 2. USE AND QUANTITY OF TREATED WATER. a. Subject to and as limited by the provisions of Section 6 below, the City agrees to allow the District to divert, and use consumptively, treated water for municipal and industrial purposes in such quantity as may be required by the District, but not exceeding a total of 34,760 9?999-acre feet (10,000 acre feet of which shall be designated as Reserve Capacity as set forth in Section 6(a) below) in a calendar year (January 1 to December 31). Treated water includes water treated at the City's O.N. Stevens Water Treatment Plant and may also include any other treated water available from any other City facility, so long as it is potable quality. b. However, if an emergency situation arises, the City may deliver additional treated water.The City Manager or designee ("City Manager") will determine how long the extra C:\Users\ufc-prod\AppData\Local\Temp\BCL Tech nologies\easyPDF 8\@BCL@C4176AC5\@BCL@C4176AC5.docx 3 deliveries will last, the rate at which deliveries will be increased, and whether the increased deliveries will exceed 34,760 37,999-acre feet during a calendar year. c. Except as provided in subparagraph 2.b., if the District's projected needs for treated water exceed 23,000 gallons per minute, the District will notify the City Manager of the District's needs at least 90 days prior to date on which the increased deliveries are needed. The District agrees to provide at least 2 years advance notice if requested increase exceeds 20% of amount stated in subparagraph 2.a. The City Manager will determine whether there is sufficient capacity within the system to allow an increased rate of delivery after considering the City's planned needs and the needs of its other water customers. The City Manager will determine whether water can be delivered at an increased rate and the rate to which deliveries will be increased, and notify the District's Representative of the decision. d. The District may request an increase in the amount of treated water delivered in a year based on the extent of then uncommitted available water.The City Manager will consider the City's planned needs, the needs of its other water customers, and the needs of other communities in the region before committing to any increase in the District's annual deliveries. However,the City is under no obligation to authorize an increase in the annual deliveries. In event an increase in the annual deliveries is authorized, this contract must be amended in writing to show the amount of increased deliveries. e. Title to and possession of the treated water passes to the District at the points of delivery. 6. RESERVE CAPACITY, CAPACITY FOR DESIGNATED CUSTOMER AND FIXED MINIMUM OBLIGATION OF TREATED WATER TO SERVE DESIGNATED CUSTOMER. a. Out of the total 34,760 37,999 acre feet of treated water capacity set forth in Section 2 above, 10,000 acre-feet of treated water capacity is hereby designated as "Reserve Capacity". Except for emergencies subject to Section 2(b) above,the District shall provide at least 2 years' advance written notice to the City of the District's intent to utilize the Reserve Capacity prior to use by the District. The District as of the Effective Date of this Third Amendment is utilizing the Reserve Capacity and provided the City with the notice required above. b. The remainder of the 34,760 97,009 acre feet of treated water capacity set forth in Section 2 above, being 24,760 27,999 acre feet, shall be made available to the District by the City only for the period of time during which the contract between the District and Gulf Coast Growth Ventures LLC ("Designated Customer") is in effect. SPMWD must provide the City at least 90 days advance written notice prior to SPMWD actually taking any portion of the 24,760 �7� acre feet. As of the Effective Date of this Third Amendment the District is taking a portion of the 24,760 acre feet and provided the City with the notice required above. C:\Users\ufc-prod\AppData\Local\Temp\BCL Tech nologies\easyPDF 8\@BCL@C4176AC5\@BCL@C4176AC5.docx 4 c. Commencing on January 1, 20244, and continuing so long as the contract between the District and its Designated Customer is in effect, the District is obligated to purchase minimum of 12,760 15,98O acre-feet per calendar year ("Take-or-pay Amount") at the monthly take or pay rate for public agency for resale, as adopted by City ordinance and which is in effect at the time of delivery. Notwithstanding the foregoing sentence, if the Designated Customer makes technological or other improvements or changes to operations of its facilitythat will result in a reduced anticipated water usage, and provided the Designated Customer provides documentation of such a change, then the City and District agree to review such documentation and to negotiate changes to this Contract to reduce the 24,760 2-A4P' acre feet commitment in Section 6(b) above and the minimum take or pay purchase requirement in this Section 6(c). In addition, if the City is unable due to drought conditions to provide sufficient treated water to the District in an amount at least equal to the District's then-existing minimum purchase requirements, the District shall only be required to pay for the actual amount of treated water delivered by the City. Once the provisions of the preceding paragraph are in effect, for any calendar year in which District has purchased less than the take-or-pay amount, City shall invoice District for the difference between the actual amount of treated water purchased during that calendar year and the take-or-pay amount. Notwithstanding any provision in this Third Amendment to the contrary, any treated water purchased bV the District from the Reserve Capacity shall not be counted toward the District's Take-or-Pay requirement in this Section 6(c). If Designated Customer's Facility (which is located in San Patricio County, bounded on the east by FM 2986, bounded on the north by US 181, bounded on the west by CR 3677 and bounded on the south by CR 1612) is prevented from operating fully due by reason of a force majeure event(s) described in Section 13 and during a calendar year in which the District has purchased less than the Take-or-pay Amount,then subject to City's receipt of required notice and City's concurrence of the existence of a qualifying force majeure event, which concurrence by the City shall not be unreasonably withheld, the calculation to determine the difference between the actual amount of treated water purchased during that calendar year and the Take-or-pay amount shall be adjusted to actual use and prorated to reflect the period of such down time; however any such adjustment(s) shall be for actual period of down time, not to exceed maximum of six months("Period of Take- or-Pay Adjustment"). Subject to City's concurrence of a qualifying force majeure event, the Period of Take or Pay Adjustment initiates as of the date of the qualifying force majeure event. Immediately upon the conclusion of the Period of Tax-or-Pay Adjustment, the District must resume payment of the Take-or-Pay Amount even if the qualifying force majeure event continues beyond the maximum six month Period of Take-or-Pay Adjustment. d. If the payment due the City from the District for treated water withdrawn during the billing period under consideration exceeds the minimum, then payment must be made for the amount due. All other terms and conditions of the previously executed Contract between the parties which are not inconsistent herewith shall continue in full force and effect. C:\Users\ufc-prod\AppData\Local\Temp\BCL Tech nologies\easyPDF 8\@BCL@C4176AC5\@BCL@C4176AC5.docx 5 By signatures below, the parties agree that the Contract as amended by this Third Amendment ^^^' rX+^^609^ ^^r^^^^^^+ constitutes the sole and only agreement of the parties and supersedes any prior understandings or written or oral agreements or settlement agreement between the parties respecting the within subject matters. The parties have executed this Third Amendment ^d- Ex+^^ci^^ "RF^^m^^+ in multiple counterparts, and each executed copy shall be considered as an original, with all terms effective as of date of last signature ("Effective Date"). C:\Users\ufc-prod\AppData\Local\Temp\BCL Tech nologies\easyPDF 8\@BCL@C4176AC5\@BCL@C4176AC5.docx 6 SAN PATRICIO MUNICIPAL WATER DISTRICT By: Printed Name: President ATTEST: By: Secretary/Treasurer Printed Name: ACKNOWLEDGMENT STATE OF TEXAS COUNTY OF SAN PATRICIO This instrument was acknowledged before me on the day of , 2024 by , President of the San Patricio Municipal Water District, on behalf of said district, after approval of the Board of Directors on 12024. Notary Public C:\Users\ufc-prod\AppData\Local\Temp\BCL Tech nologies\easyPDF 8\@BCL@C4176AC5\@BCL@C4176AC5.docx 7 CITY OF CORPUS CHRISTI By: City Manager Printed Name: ATTEST: By: Secretary ACKNOWLEDGMENT STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on the day of 12024 by , City Manager of the City of Corpus Christi, Texas, on behalf of said city, after approval of the City Council on 12024. Notary Public C:\Users\ufc-prod\AppData\Local\Temp\BCL Tech nologies\easyPDF 8\@BCL@C4176AC5\@BCL@C4176AC5.docx se O� F v HogPoppEo AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting of May 21, 2024 DATE: May 21, 2024 TO: Peter Zanoni, City Manager FROM: Al Raymond, III, AIA, CBO, Director of Development Services alraymond�cctexas.com (361) 826-3575 Setting of Public Hearing Water, Wastewater, Stormwater, And Roadway Impact Fees CAPTION: Resolution setting a public hearing in City Hall Council Chambers on July 16, 2024, to consider the possible adoption of water, wastewater, stormwater, and roadway impact fees for the City of Corpus Christi and its extraterritorial jurisdiction. SUMMARY: The purpose of this item is to set a public hearing, as required by TLC, Chapter 395, to consider possible adoption of water, wastewater, stormwater, and roadway impact fees. BACKGROUND AND FINDINGS: In March 2021, the City of Corpus Christi executed an agreement with Pape-Dawson Engineers, Inc. to conduct an impact fee study for the respective infrastructure. Water, Wastewater, Stormwater, and Roadway Land Use Assumptions, and Capital Improvements Plans were adopted on January 30, 2024, in accordance with Chapter 395 of the Texas Local Government Code. On April 28, 2024, the Capital Improvement Advisory Committee recommend adoption of Water, Wastewater, and Stormwater impact fees. Chapter 395 of the Texas Local Government Code requires the setting of a Public Hearing by the City Council.A public hearing on July 16, 2024, allows enough time for notice to the public and community outreach. ALTERNATIVES: The City could choose not to have the public hearing, which would halt the overall consideration of the adoption of water, wastewater, stormwater, and roadway impact fees. FISCAL IMPACT: There is no fiscal impact associated with this item. RECOMMENDATION: Staff recommends approval of this item. Resolution setting a public hearing on July 16, 2024, to consider the possible adoption of water, wastewater, stormwater, and roadway impact fees for the City of Corpus Christi and its extraterritorial jurisdiction. WHEREAS, on January 30, 2024, the City Council adopted water, wastewater, stormwater, and roadway Land Use Assumptions and Capital Improvements Plans; WHEREAS, Texas Local Government Code §395.047 requires a municipality to adopt a resolution establishing a public hearing date to discuss the imposition of impact fees; and WHEREAS, notice of the public hearing will be provided according to Texas Local Government Code §395.049. THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The facts and matters outlined in the preamble of this Resolution are hereby found to be true and correct. SECTION 2.A public hearing to consider the possible adoption of water, wastewater, stormwater, and roadway impact fees for the City of Corpus Christi and its extraterritorial jurisdiction shall be held on July 16, 2024, during the City Council meeting, which meeting begins at 11:30 a.m. PASSED and APPROVED on the day of 12024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary NOTICE OF PUBLIC HEARING ON ADOPTION OF IMPACT FEES Notice is hereby given that the Corpus Christi City Council will conduct a public hearing at their regularly scheduled meeting held in the Council Chambers, City Hall, 1201 Leopard Street, Corpus Christi, Texas 78401 , on Tuesday, July 16, 2024, during a regular Council meeting which commences at 11.30 a.m. The purpose of the hearing is to consider the adoption of impact fees for water, wastewater, stormwater, and roadways for the City of Corpus Christi and its extraterritorial jurisdiction. The maximum amount of the proposed impact fee per service unit for water impact fees is $1 ,866. The maximum amount of the proposed impact fee per service unit for wastewater impact fees is $1 ,268. The maximum amount of the proposed impact fee per service unit for stormwater impact fees is $100. The maximum amount of the proposed impact fee per service unit for roadway impact fees is $3,960. The exact amount of the impact fees to be levied, at or below the maximum, will be determined by the Corpus Christi City Council subsequent to the Public Hearing. Any member of the public has the right to appear at the hearing and present evidence for or against the plan and proposed fee. se 0 0 U NCORPO0.1¢ AGENDA MEMORANDUM 1852 Motion for the City Council Meeting of May 21, 2024 DATE: April 12, 2024 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, CPA, CGFO Assistant City Manager Heatherh3@cctexas.com 361-826-3506 Elsy Borgstedte, CM, Assistant Director Office of Economic Development elsyb@cctexas.com 361-826-3682 Motion authorizing a Developer Participation Agreement with Ashlar Interests, LLC to reimburse and compensate developer up to $1,500,000 for the construction of Effluent Waterline Improvements and capacity as part of the Whitecap Public Improvement District development. CAPTION: Motion authorizing a Development Participation Agreement with Ashlar Interests, LLC, located in the Tax Increment Reinvestment Zone No. 2 in an amount not to exceed $1,500,000 for public infrastructure improvements to the Effluent Waterline from the Whitecap Wastewater Treatment Plant. SUMMARY: This motion will authorize a reimbursement agreement with the Whitecap Preserve developer in the amount up to$1,500,000 for public improvements. The City has requested that the Developer construct improvements to the existing Effluent Waterline from the Whitecap Wastewater Treatment Plant and will enter into a participation agreement for the requested public improvements with the Developer. The term of this agreement is to terminate upon the earlier of either the completion and reimbursement of the eligible projects to the developer or twenty-four- months. BACKGROUND AND FINDINGS: In the Fiscal Year 2024 TIRZ#2 Capital Budget includes a project for the repair and expansion of the effluent waterline rehabilitation and extension. The existing effluent waterline supplied the old golf course at North Padre Island and the line has been inoperable. The effluent waterline must be rehabilitated and extended to provide water to the Whitecap NPI development for the ponds in the nature preserve areas and extended to provide effluent water to the future development of Commodores Park. This project is deemed a priority by ISAC and the use of the water at the nature preserve ponds and the future development of Commodores Park is environmentally friendly. Corpus Christi Water (CCW) determined the project cost for the effluent water line based on the following milestones: 1) Condition assessment testing of the existing line from the treatment plant to Whitecap development, making any required point repairs, assessment of the effluent lift station at Whitecap WWTP. 2) Connection of the new effluent waterline inside Whitecap Development nature preserve. 3) Connection of the line at Whitecap WWTP, design of new pipeline and pumps, refurbishment of the pumping station, and installation of new pumps and piping at Whitecap WWTP. On January 23, 2024, the TIRZ board approved an amendment to the TIRZ#2 Development Reimbursement Agreement with Ashlar Development to add additional public improvement projects, that included construction of a new effluent waterline inside the Whitecap development to provide water for the ponds within the natural area. At that time the TIRZ #2 Board made a recommendation to enter into a participation agreement with the Whitecap developer to perform the existing effluent waterline rehabilitation and extension improvement and capacity project had been approved in the FY24 CIP and that would otherwise have been completed by the city. The City and Developer have agreed to enter into a Development Participation Agreement to fund the public improvements to the existing effluent line and capacity in an amount up to $1,500,000. The Developer, Ashlar Interests, LLC., will be reimbursed through the developer participation agreement for the work on the existing effluent waterline. ALTERNATIVES: The City Council can choose not to approve the Motion or to make revisions. FISCAL IMPACT: The Developer Participation Agreement is a maximum amount, not to exceed $1,500,000 from funding available in the FY2024 Capital Budget TIRZ #2 CIP. Funding Detail: Fund: 3278 — TIF2 Capital Fund Organization: 89 Department: 17 - Infrastructure Project # (CIP Only): 24132 - Whitecap Effluent Waterline Rehab & Extension Activity: 24132 Account: 550910 — Construction contracted RECOMMENDATION: Staff recommends approval of the Developer Participation Agreement. The redevelopment of the Whitecap areas will enhance economic development, stimulate business and commercial activity, and add public infrastructure that will benefit the surrounding community. LIST OF SUPPORTING DOCUMENTS: Participation Agreement Exhibit with Location Map Presentation PARTICIPATION AGREEMENT For Effluent Waterline Improvements Per Texas Local Government Code 212.071 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 designee, and Ashlar Interests, LLC, ("Developer"), a Texas limited liability company, to be effective as of April 23, 2024 (the "Effective Date"). The City and the Developer are individually referred to as a "Party" and collectively as the "Parties." WHEREAS the Developer, acting solely on behalf of Diamond Beach Holdings, LLC (the "Owner"), desires to develop and plat the property designated on Exhibit 1 of this Agreement (the "Property"), which exhibit is attached to and incorporated in this Agreement by reference; WHEREAS, the Property lies within Reinvestment Zone Number Two, City of Corpus Christi, Texas (the "Zone") established by Ordinance No. 024270 adopted by the City Council on November 14, 2000 in accordance with the Tax Increment Financing Act, Texas Tax Code Chapter 311, as amended; and. the Property also lies within the Whitecap Public Improvement District No 1 (the "PID") created by Resolution No. 032761 approved by the City Council on May 17, 2022, and recorded in the real property records of Nueces County as Instrument No. 2022024701 on May 20, 2022; WHEREAS, in connection with the development of the Property for the master-planned project to be known as "Whitecap" (the "Project"), the Developer and the City have entered into: (1) that certain "1st Amended and Restated TIRZ #2 Development Reimbursement Agreement — Whitecap," effective as of April 28, 2023 as amended on January 23, 2024 (the "TIRZ Reimbursement Agreement"), (2) that certain "Development Agreement Whitecap North Padre Island," effective December 12, 2023 (the "Development Agreement"), and (3) that certain "PID Reimbursement Agreement — Whitecap Public Improvement District No. 1," effective [February 20, 2024] (the"PID Reimbursement Agreement" and together with the TIRZ Reimbursement Agreement and Development Agreement collectively referred to as the "Whitecap Agreements"); WHEREAS, as part of the development of the Project in accordance with the Whitecap Agreements, the Developer is required to complete certain improvements necessary for access to recycled water (the "Effluent Improvements") set forth in Exhibit 2, which exhibit is attached to and incorporated in this Agreement by reference; WHEREAS, the construction of the Effluent Improvements will provide additional effluent capacity for neighboring properties adjacent to the Project, including City property; WHEREAS, the Effluent Improvements implement City initiatives including, but not limited to, water conservation and encouraging further development in the area; Ashlar/Whitecap Effluent Participation Agreement Page 1 of 15 1156.011\937401.16 WHEREAS, it is in the best interests of the City to have the Effluent Improvements installed by the Developer in conjunction with the Project; WHEREAS, Section 212.071 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; and WHEREAS, this Agreement is made pursuant to Section 212.071 & 212.072 of the Texas Local Government Code; NOW, THEREFORE, in order to provide a coordinated Effluent Improvement project, the City and the Developer agree as follows: Section 1. RECITALS. 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. Section 2. DEVELOPER PARTICIPATION. a. The Developer shall construct the Effluent Improvements set forth in Exhibit 2 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, provided, however, the Parties agree that repair and/or rehabilitation of the existing effluent line may be required instead of or in addition to the improvements detailed on Exhibit 2, and in that case, such repair and/or rehabilitation shall be considered a part of the "Effluent Improvements" for purposes of this Agreement. Upon inspection, approval and/or acceptance of the Effluent Improvements, or each segment thereof, and subject to the terms of this Agreement, the Developer will be reimbursed for the cost of such Effluent Improvements. If any portion of the Effluent Improvements set forth in Exhibit 2 are not constructed, then the Developer will submit an addendum to the plans and specifications for work that has not been performed for approval by the City Engineer. b. Based on the Plans and Specifications, which are based on preliminary engineering and are subject to change, the Parties acknowledge and confirm the total cost estimate for construction of the Effluent Improvements is $1 ,500,000.00, which represents 100% of the cost of the oversizing of the effluent line. Subject to the limitations set forth below, the Developer shall pay the costs of construction of the Effluent Improvements, up to $1 ,500,000.00. Further, subject to the limitations set forth below, the City shall reimburse the costs of construction of the Effluent Improvements, up to $1,500,000.00. c. The City hereby grants to Developer and Owner, and their respective contractors, agents and employees, a non-exclusive temporary license to enter upon any portion of City-owned property reasonably required to complete construction of the Effluent Improvements in accordance with the terms, provisions, and conditions of this Agreement. Additionally, the Parties shall make commercially reasonable efforts to execute and deliver (or cause to be executed and delivered) utility easements and any Ashlar/Whitecap Effluent Participation Agreement Page 2 of 15 1156.011\937401.16 other necessary easements, in a form reasonably acceptable to the City Attorney and at no additional cost to the City, sufficient to allow the City access to the Property for purposes of construction, maintenance and repair of the Effluent Improvements as may be applicable. Section 3. REIMBURSEMENT. a. The City shall reimburse the Developer the City's agreed cost of the Effluent Improvements after the Improvements have been completed and are inspected and approved or accepted. However, if such acceptance has not occurred, then, in lieu thereof, Developer shall provide reasonable written evidence to the City that all matters necessary to have been undertaken in order to obtain such acceptance, except for the passage of time for any required maintenance period, have occurred, and this reasonable written evidence provided by Developer for reimbursement is approved by the City. Prior to reimbursement, Developer must submit to the City a final invoice for the work performed with cost-supporting documentation. The invoice must be paid by the City no later than thirty (30) days following receipt of the invoice. Such reimbursement will be made payable to the Developer at the address shown in Section 12 of this Agreement. b. Cost-supporting documentation to be submitted shall include: 1. Summary of Costs and Work Performed Form provided by the Development Services Department; and 2. Contractor and professional services invoices detailing work performed. All disbursements shall provide evidence of payment by the Developer or Owner, as applicable, through a cancelled check or bank ACH. Section 4. PERFORMANCE BOND. Developer's contractor shall, before beginning the work that is the subject of this Agreement, furnish a performance bond payable to the City of Corpus Christi 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. If the Owner is not an obligor, then Owner shall be named as a joint 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. Ashlar/Whitecap Effluent Participation Agreement Page 3 of 15 1156.011\937401.16 Section 5. CONSTRUCTION CONTRACT DOCUMENTS. Developer shall submit standard construction contract documents to the City's Director of Engineering Services for review and approval in advance of beginning any construction of the Effluent Improvements, including addendums. Section 6. INSPECTIONS. Throughout construction, the City shall conduct periodic inspections and either approve the progress of the Effluent Improvements or promptly notify the Developer in writing of any defect, deficiency, or other non-approved condition in the progress of the Effluent Improvements. Section 7. WARRANTY. The Developer shall fully warranty the workmanship and construction of the Effluent Improvements for a period of one year from and after the date of approval/acceptance of the improvements by the City. Section 8. INDEMNIFICATION. Developer covenants to fully indemnify, save, and hold harmless the City of Corpus Christi, its officers, employees, and agents (the "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 the person including, without limitation of the foregoing, workers' compensation, personal injury, and death claims, or property loss or damage of any other kind whatsoever, to the extent that 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 construction, installation, existence, operation, use, maintenance, repair, restoration, or removal of the public improvements associated with the platting and construction of the Effluent Improvements during the period of construction, excluding any errors, omissions, or willful misconduct, or negligent act or omission of the Indemnitees, and including all expenses of litigation, court costs, and reasonable 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. Section 9. DEFAULT. The following events shall constitute default: 1 . Developer fails to submit plans and specifications for the Effluent Improvements to the Director of Engineering Services in advance of construction. 2. Developer does not reasonably pursue construction of the Effluent Improvements under the approved plans and specifications. Ashlar/Whitecap Effluent Participation Agreement Page 4 of 15 1156.011\937401.16 3. Developer fails to complete construction of the Effluent Improvements, 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, except that the time for completion may be extended upon written approval of the City Manager, or designee. 4. Either the City or the Developer otherwise fails to comply with its duties or obligations under this Agreement. Section 10. 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 sixty (60) days from the delivery of the default notice ("Cure Period") to cure the default, or if such default cannot be cured by reasonably diligent efforts within sixty (60) days, both Parties may agree to extend the Cure Period in writing.. Notwithstanding the foregoing, the Cure Period for a monetary default (i.e., non-payment) shall not exceed thirty (30) days. 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. 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: 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 Developer under this Agreement and charge the cost of such performance to the Developer. The Developer shall pay to the City the reasonable and necessary cost of the performance within thirty (30) days from the date the Developer receives notice of the cost of performance. In the event the 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. 5.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 in equity for such default. Section 11. FORCE MAJEURE. Each Party shall use good faith, due diligence, and reasonable care in the performance of its respective obligations under this Agreement, and time shall be of the essence in such performance; however, in the event a Party is unable, due to a Force Majeure Event (defined below), to perform its obligations under this Agreement, then the obligations of such Party (the "Impacted Party") affected by the Force Majeure Event shall be temporarily suspended. Within ten (10) business days after the occurrence of a Force Majeure Event, Ashlar/Whitecap Effluent Participation Agreement Page 5 of 15 1156.011\937401.16 the Party claiming the right to temporarily suspend its performance, shall give Notice to all the Parties, including a detailed explanation of the Force Majeure Event and a description of the action that will be taken to remedy the Force Majeure Event and resume full performance at the earliest possible time. The term "Force Majeure Event" shall include events or circumstances that are not within the reasonable control of the Party whose performance is suspended and that could not have been avoided by such Party with the exercise of good faith, due diligence, and reasonable care, including specifically: (a) acts of God; (b) natural disasters, such as flood, fire, hurricane, earthquake, severe weather events, epidemics, pandemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order, law, or actions; (e) embargoes, or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, organized labor activities, including but not limited to labor stoppages or slowdowns; (h) restraints or delays impacting power, storage, transportation or supplies, including, but not limited to, telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; (i) any other similar events or circumstances beyond the reasonable control of the Impacted Party or 0) any unreasonable delays of the City, either in its capacity as a governmental entity with respect to actions related to the development and construction of the Project Improvements, such as the granting of permits or conducting inspections, or in its capacity as a Party to this Agreement with respect to its obligations under this Agreement (which unreasonable delays are not due to a Force Majeure Event as described in clauses (a)-(i) above; provided, that in no event shall the obligation to make a payment be considered a Force Majeure Event. Section 12. NOTICES. 1. All notices required or contemplated by this Agreement (or otherwise given in connection with this Agreement) (a "Notice") must be in writing, shall be signed by or on behalf of the Party giving the Notice, and shall be effective as follows: (a) on or after the 3rd business day after being deposited with the United States mail service, Certified Mail, Return Receipt Requested with a confirming copy sent by E-mail; (b) on the day delivered by a private delivery or private messenger service (such as FedEx or UPS) as evidenced by a receipt signed by any person at the delivery address (whether or not such person is the person to whom the Notice is addressed); or (c) otherwise on the day actually received by the person to whom the Notice is addressed, including, but not limited to, delivery in person and delivery by regular mail (with a confirming copy sent by E-mail). Notices given pursuant to this section shall be addressed as follows: If to the City: If to the Developer: City of Corpus Christi Ashlar Interests, LLC Attn: Asst. City Manager, Attn: Steve Yetts Economic Development 400 Las Colinas Blvd E, Ste. 1075 1201 Leopard Street / 78401 Irving, Texas 75039 P. O. Box 9277 / 78469-9277 Corpus Christi, Texas Ashlar/Whitecap Effluent Participation Agreement Page 6 of 15 1156.011\937401.16 2. Either Party may change the address for notices by giving notice of the change, in accordance with the provisions of this Section, within five (5) business days of the change. Section 13. PROJECT CONTRACTS. Developer's contracts with the professional engineer for the preparation of the plans and specifications for the construction of the Effluent Improvements, contracts for testing services, and contracts with the contractor for the construction of the Effluent Improvements must provide that the City is a third party beneficiary of each contract. Section 14. DISCLOSURE OF INTEREST. In compliance with City of Corpus Christi Ordinance No. 17112, the Developer agrees to complete the Disclosure of Interests form. Section 15. CERTIFICATE OF INTERESTED PARTIES. Submitted herewith a completed Form 1295 Certificate of Interested Parties generated by the Texas Ethics Commission's (the "TEC') electronic filing application in accordance with the provisions of Section 2252.908 of the Texas Government Code and the rules promulgated by the TEC (the "Form 1295"). The City hereby confirms receipt of the Form 1295 from the Developer, and the City agrees to acknowledge such form with the TEC through its electronic filing application not later than the 30th day after the receipt of such form. The Parties understand and agree that, with the exception of information identifying the City and the contract identification number, neither the City nor its consultants are responsible for the information contained in the Form 1295; that the information contained in the Form 1295 has been provided solely by the Developer; and, neither the City nor its consultants have verified such information. Section 16. INTERPRETATION. The Parties acknowledge that each of them has been actively involved in negotiating this Agreement. Accordingly, the rule of construction that any ambiguities are to be resolved against the drafting Party will not apply to interpreting this Agreement. In the event of any dispute over the meaning or application of any provision of this Agreement, the provision will be interpreted fairly and reasonably and neither more strongly for nor against any Party, regardless of which Party originally drafted the provision. Section 17. ENTIRE AGREEMENT; SEVERABILITY. The Whitecap Agreements constitute the entire agreement between the Parties and supersede all prior agreements, whether oral or written, covering the subject matter of this Agreement. This Agreement shall not be modified or amended except in writing signed by the Parties. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable for any reason, such unenforceable provision shall be deleted from this Agreement, and the remainder of this Agreement shall remain in full force and effect and shall be interpreted to give effect to the intent of the Parties. In the event there is a conflict between the terms and provisions of this Agreement and any of the Whitecap Agreements, the applicable terms and provisions of the applicable Whitecap Agreements shall apply. Section 18. NON-WAIVER. Any failure by a Party to insist upon strict performance by another Party of any material provision of this Agreement shall not be deemed a waiver thereof, and the Party shall have the right at any time thereafter to insist upon strict performance of any and all provisions of this Agreement. No provision of this Agreement may be waived except by writing signed by the Party waiving such provision. Any waiver shall be limited to the specific Ashlar/Whitecap Effluent Participation Agreement Page 7 of 15 1156.011\937401.16 purposes for which it is given. No waiver by any Party of any term or condition of this Agreement shall be deemed or construed to be a waiver of any other term or condition or subsequent waiver of the same term or condition. Section 19. NO THIRD-PARTY BENEFICIARIES. This Agreement only inures to the benefit of, and may only be enforced by, the Parties. No other person or entity shall have any right, title, or interest under this Agreement or otherwise be deemed to be a third-party beneficiary of this Agreement. Section 20. STATUTORY VERIFICATIONS. The Developer makes the following representations and covenants pursuant to Chapters 2252, 2271, 2274, and 2276, Texas Government Code, as amended, in entering into this Agreement (the "Verifications"). As used in such Verifications, the Developer understands 'affiliate' to mean an entity that controls, is controlled by, or is under common control with the Developer within the meaning of SEC Rule 405, 17 C.F.R. § 230.405, and exists to make a profit. Liability for breach of any such Verifications during the term of this Agreement shall survive until barred by the applicable statute of limitations, notwithstanding anything contained in this Agreement to the contrary. a. No Boycott of Israel. The Developer hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not boycott Israel and will not boycott Israel during the term of this Agreement. As used in the foregoing verification, 'boycott Israel,' has the meaning in Section 2271.001 , Texas Government Code, by reference to Section 808.001(1), Texas Government Code, and means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes. b. Iran, Sudan and Foreign Terrorist Organizations. The Developer represents that neither it nor any of its parent company, wholly- or majority-owned subsidiaries, and other affiliates is a company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, as amended. The foregoing representation excludes the Developer and each of its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, that the United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. c. No Discrimination Against Fossil Fuel Companies. The Developer hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not boycott energy companies and will not boycott energy companies during the term of this Agreement. As used in the foregoing verification, "boycott energy companies" has the meaning in Section 2276.001(1), Texas Government Code, by reference to Section 809.001 , Texas Government Code, and means, without an ordinary business purpose, refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with a company because the company (A) engages in the exploration, production, utilization, transportation, sale, or manufacturing of fossil fuel-based energy and does not commit or Ashlar/Whitecap Effluent Participation Agreement Page 8 of 15 1156.011\937401.16 pledge to meet environmental standards beyond applicable federal and state law; or (B) does business with a company described by (A) above. d. No Discrimination Against Firearm Entities and Firearm Trade Associations. The Developer hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. As used in the foregoing verification and the following definitions: i. 'discriminate against a firearm entity or firearm trade association,' has the meaning in Section 2274.001(3), Texas Government Code, and means: (A) with respect to the firearm entity or firearm trade association, to (i) refuse to engage in the trade of any goods or services with the firearm entity or firearm trade association based solely on its status as a firearm entity or firearm trade association, (ii) refrain from continuing an existing business relationship with the firearm entity or firearm trade association based solely on its status as a firearm entity or firearm trade association, or (iii) terminate an existing business relationship with the firearm entity or firearm trade association based solely on its status as a firearm entity or firearm trade association, and (B) does not include: (i) the established policies of a merchant, retail seller, or platform that restrict or prohibit the listing or selling of ammunition, firearms, or firearm accessories and (ii) a company's refusal to engage in the trade of any goods or services, decision to refrain from continuing an existing business relationship, or decision to terminate an existing business relationship (aa) to comply with federal, state, or local law, policy, or regulations or a directive by a regulatory agency or (bb) for any traditional business reason that is specific to the customer or potential customer and not based solely on an entity's or association's status as a firearm entity or firearm trade association; ii. 'firearm entity,' has the meaning in Section 2274.001(6), Texas Government Code, and means a manufacturer, distributor, wholesaler, supplier, or retailer of firearms (defined in Section 2274.001(4), Texas Government Code, as weapons that expel projectiles by the action of explosive or expanding gases), firearm accessories (defined in Section 2274.001(5), Texas Government Code, as devices specifically designed or adapted to enable an individual to wear, carry, store, or mount a firearm on the individual or on a conveyance and items used in conjunction with or mounted on a firearm that are not essential to the basic function of the firearm, including detachable firearm magazines), or ammunition (defined in Section 2274.001(1), Texas Government Code, as a loaded cartridge case, primer, bullet, or propellant powder with or without a projectile) or a sport shooting range (defined in Section 250.001 , Texas Local Government Code, as a business establishment, private club, or association that operates an area for the discharge or other use of firearms for silhouette, skeet, trap, black powder, target, self-defense, or similar recreational shooting); and Ashlar/Whitecap Effluent Participation Agreement Page 9 of 15 1156.011\937401.16 iii. 'firearm trade association,' has the meaning in Section 2274.001(7), Texas Government Code, and means any person, corporation, unincorporated association, federation, business league, or business organization that (i) is not organized or operated for profit (and none of the net earnings of which inures to the benefit of any private shareholder or individual), (ii) has two or more firearm entities as members, and (iii) is exempt from federal income taxation under Section 501(a), Internal Revenue Code of 1986, as an organization described by Section 501(c) of that code." Section 21. PUBLIC INFORMATION. Notwithstanding any other provision to the contrary in this Agreement, all information, documents, and communications relating to this Agreement may be subject to the Texas Public Information Act and any opinion of the Texas Attorney General or a court of competent jurisdiction relating to the Texas Public Information Act. The requirements of Subchapter J, Chapter 552, Texas Government Code, may apply to this Agreement and the Developer agrees that this Agreement may be terminated if the Developer knowingly or intentionally fails to comply with a requirement of that subchapter, if applicable, and the Developer fails to cure the violation on or before the 10th business day after the date the City provides notice to Developer of noncompliance with Subchapter J, Chapter 552. Pursuant to Section 552.372, Texas Government Code, Developer is required to preserve all contracting information related to this Agreement as provided by the records retention requirements applicable to the City for the duration of this Agreement; promptly provide to the City any contracting information related to this Agreement that is in the custody or possession of the Developer on request of the City; and on completion of the Agreement, either provide at no cost to the City all contracting information related to the contract that is in the custody or possession of the entity or preserve the contracting information related to the contract as provided by the records retention requirements applicable to the City. Section 22. AMENDMENTS. Any amendment of this Agreement must be in writing and shall be effective if signed by the authorized representatives of both Parties. Section 23. APPLICABLE LAW; VENUE. This Agreement shall be construed in accordance with Texas law. Venue for any action arising hereunder shall be in Nueces County, Texas. Section 24. AUTHORITY. Each Party represents and warrants that it has the full right, power and authority to execute this Agreement. Section 25. INDEPENDENT CONTRACTOR. Developer covenants and agrees that it is an independent contractor, and not an officer, agent, servant or employee of City; that Developer shall have exclusive control of and exclusive right to control the details of the work performed hereunder and all persons performing same, and shall be liable for the acts and omissions of its officers, agents, employees, contractors, subcontractors and consultants; that the doctrine of respondent superior shall not apply as between City and Developer, its officers, agents, employees, contractors, subcontractors and consultants, and nothing herein shall be construed as creating a partnership or joint enterprise between City and Developer. Ashlar/Whitecap Effluent Participation Agreement Page 10 of 15 1156.011\937401.16 Section 26. NON-APPROPRIATION. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement for a given fiscal year. The City does not represent that this budget item will be adopted for a given fiscal year, as said determination is within the City Council's sole discretion when adopting each budget. Notwithstanding the foregoing, so long as funds are earmarked for the Effluent Improvements under the TIRZ Reimbursement Agreement, then this Agreement, and the City's obligation to fund this Agreement, shall continue until Developer has been reimbursed for the Effluent Improvements. Section 27. TERM. This Agreement becomes effective, is binding upon, and inures to the benefit of the City and the Developer from and after the Effective Date. This Agreement expires (a) 24 calendar months from the date this document is executed by the City, and (b) the date on which Developer has been reimbursed for the Effluent Improvements, unless terminated earlier in accordance with the provisions of this Agreement, or extended upon written approval of the City Manager, or designee. Section 28. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. Section 29. FURTHER DOCUMENTS. Each Party shall, upon request of the other Party, execute and deliver such further documents and perform such further acts as may reasonably be requested to effectuate the terms of this Agreement and achieve the intent of the Parties. Section 30. EXHIBITS. The following Exhibits are attached to this Agreement and are incorporated herein for all purposes: Exhibit 1 Metes and Bounds Description of the Property Exhibit 2 Effluent Improvements Exhibit Remainder of page intentionally left blank; signature page to follow. Ashlar/Whitecap Effluent Participation Agreement Page 11 of 15 1156.011\937401.16 EXECUTED in one original this day of , 20_ ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Paulette Guajardo City Secretary Mayor THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was signed by Rebecca Huerta, City Secretary, for the City of Corpus Christi, Texas, and acknowledged before me on the day of , 20_ Notary Public, State of Texas THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was signed by Paulette Guajardo, Mayor, for the City of Corpus Christi, Texas, and acknowledged before me on the day of 20_ Notary Public, State of Texas APPROVED AS TO FORM: Assistant City Attorney (date) Ashlar/Whitecap Effluent Participation Agreement Page 12 of 15 1156.011\937401.16 DEVELOPER: Ashlar Interests, LLC, a Texas limited liability company Steve Yetts, President STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me on the of 20_, by Steve Yetts, President, Ashlar Interests, LLC, on behalf of said company. Notary Public's Signature Ashlar/Whitecap Effluent Participation Agreement Page 13 of 15 1156.011\937401.16 EXHIBIT 1 METES AND BOUNDS DESCRIPTION OF THE PROPERTY Metes and Bounds Description of the Propert% (approximately 242.011 acres) 242 011 acres being all of a 39.692 acre tract referenced and described by metes & bounds in Substitute Trustee's Deed, Doc. No. 2017050832, Official Records, Nueces County, Texas, said 39.692 acre tract being out of Tract 27C and 27D of the Padre Island - Corpus Christi Island Fairway Estates, hereafter referred to as P.I.C.C.I.F.E., Lots 27C and 27D, a map of which is recorded in Vol. 67, Pg. 779,Map Records, Nueces County, Texas;and 202.319 acres referenced in Correction Warranty Deed, Doc. No. 2018045542, Official Records, Nueces County, Texas, and described by metes & bounds of a 28.629 acre tract (Tract 1), a 72.316 acre tract (Tract 2), a 74.440 acre tract (Tract 3), and a 30.684 acre tract (Tract 4), save & except 3.749 acres, said 3.749 acres being a portion of a 60-foot wide street tract, also known as `Aquarius Street Re- Alignment', recorded in Doc. No. 2011039226, Official Records, Nueces County, Texas; said 202 319 acres including portions of Tract 27C and 27D of P.I.C.C.I.F.E., Lots 27C and 27D, a map of which is recorded in Vol. 67, Pg. 779, Map Records, Nueces County, Texas; a portion of P.I.C.C.I.F.E., Blocks 45&46,a map of which is recorded in Vol. 42, Pg. 153-154, Map Records, Nueces County, Texas; a portion of P.I.C.C.I.F.E., Block 3, a map of which is recorded in Vol. 40, Pg. 145-146, Map Records, Nueces County, Texas; all of P.I.C.C.I.F.E., Blocks 37, 38, 39, and 40,a map of which is recorded in Vol 41, Pg. 128,Map Records, Nueces County,Texas; a portion of P.I.0 C.1,F.E., Blocks 24-33,a map of which is recorded in Vol. 40, Pg. 154-159, Map Records, Nueces County, Texas; a portion of P.I.C.C.I F.E., Blocks 43& 44, a map of which is reccrded in Vol. 42, Pg. 10-11, Map Records, Nueces County, Texas; and portions of P.I.C.C.I.F.E., Blocks 34, 35,and 36,a map of which is recorded in Vol. 40, Pg. 183-184,Map Records, Nueces County, Texas, said Blocks 26, 35, 36, 43, 44, and a portion of Block 34 now vacated as per plat recorded in Vol. 67, Pg. 688, Map Records, Nueces County, Texas. Ashlar/Whitecap Effluent Participation Agreement EXHIBIT 1 1156.011\937401.16 EXHIBIT 2 EFFLUENT IMPROVEMENTS EXHIBIT PROSPECTIVE I-4HITECAP'""'TF T.I.R.Z. No. 2 _ESTONE 3: PROJECTS CONNECTION AT WHITECAP WWTP DESIGN OF NEW PIPES PUMPS EFFLUENT FROM W.W. INSTALL NEW PUMPS FOR ' EFFLUENT FORCEMAIN INSTALL FORCEMAIN PIPING IN WWTP SITE R \ { 1dILESTONE 1: ' CONDITION ASSESSMENT OF EXISTING - _FFLUENT INFRASTRUCTURE PRESSURE TESTING OF EXISTING 10"EFFLUENT FORCEMAIN POINT REPAIRS OF EXISTING 10" EFFLUENT FORCEMAIN ASSESSMENT OF EFFLUENT LIFT I • STATION AT WHITECAP WWTP I �r I.,< AGUARIUSS M — qo� aq Vgs WHITECAP EFFLUENT LINE - IMILESTONE 2: (SEPARATE T I R Z NO.2 CONNECTION TO PROPOSED A,,^I I sF1M1T PG, ONSITE EFFLUENT LINE DA5MnIINAS oR �I f � x .1I � 1AIA2 I T WA ENGINEERING cwrNlc scue TEXAS ENGINEERING FIRM F-1388 k-1 L--- a LJA ENGINEERING.Inc. 5350 S.Staples Street. Suite 425,Corpus Christi.Texas 78411 phone: 361.1391.8550 tax: 361.867.BB55 .—JA.— Ashlar/Whitecap Effluent Participation Agreement EXHIBIT 2 1156.011\937401.16 PROSPECTIVE ( WHITECAPW.W.T.P. T■I■R■Z. No. 2 �, MILESTONE3: PROJECTS CONNECTION AT WHITECAP WW" . DESIGN OF NEW PIPES& PUMPS EFFLUENT FROM W.W.T.P.,, . INSTALL NEW PUMPS FOR EFFLUENT FORCEMAIN . INSTALL FORCEMAIN PIPING IN WWTP SITE T OR \Y LESTONE 1: >NDITION ASSESSMENT OF EXISTING FLUENT INFRASTRUCTURE PRESSURE TESTING OF EXISTING 10"EFFLUENT FORCEMAIN POINT REPAIRS OF EXISTING 10" EFFLUENT FORCEMAIN 3' ASSESSMENT OF EFFLUENT LIFT a STATION AT WHITECAP WWTP AQUARIUS S f 3 \L %N11LES ONE 2: (I CONNECTION TO PROPOSED JN� ONSITE EFFLUENT LINE _DASMARINAS DR L M-N A S p R GYPSY ST o LJA ENGINEERING GRAPHIC scnLE TEXAS ENGINEERING FIRM F-1386 0 400' 800' 1200'-L--�-L 1600' 1113 LJA ENGINEERING, Inc. 5350 S. Staples Street, Suite 425, Corpus Christi, Texas 78411 phone: 361.991.8550 fax: 361.887.8855 —.LJA.com Capital Improvement Plan 2024 thru 2026 City of Corpus Christi, Texas Project# 24132uu Project Name Effluent Waterline Rehabilitation and Extension Type Improvement/Additions Department TIRZ#2 Useful Life 25 years Contact Economic Development Director Category Site Improvements Priority Community Investment " J Council District 4 Status Active ', 4 Description This project will be the design and construction of the effluent waterline that supplied the golf course on North Padre Island. Due to the construction of the Whitecap Development there is a need to reactivate this line and extend it to provide water to the ponds in the nature preserve area. Justification The previous aged and retired waterline must be rehabilitated and extended to feed water to the ponds at the nature preserve area. This project is deemed a priority by ISAC and the use of this water at the nature preserves ponds is environmentally positive. Expenditures Prior Years 2024 2025 2026 Total Construction/Rehab 600,676 600,676 1,201,352 Design 150,000 150,000 Eng,Admin Reimbursements 16,500 66,074 66,074 148,648 Total 166,500 666,750 666,750 1,500,000 Funding Sources Prior Years 2024 2025 2026 Total Tax Increment Finance District 166,500 666,750 666,750 1,500,000 Total 166,500 666,750 666,750 1,500,000 Budget Impact/Other An assessment will be done upon completion of project to determine maintenance costs. 73 c a� E dU iJ � J a � 0Lm C4 o N CL C N LM O T U R i Q U i� 1 0 • • • �Eiip'8'ri.illk+ly �` ' r`q � rr f �` 't�/ii .�tr♦ � ,- fip " Q y 4 ravows u r'. ":�c �S_�� wig .■ `: �v _. w z'• +`w �w �� � — t��'�r�.ill ! r.' it 10 Y.s JiEllfr i11U ,.R,,�67 !r r 104 /11lii 111r s o }, o QL o 4-0E QL o o CU (U QL o � ° = o � p � o -0 � .0 � � Q E U �■■r — cn '� O > •— cu cu ._ .o 5 o Q ° 0) (1) "F cn O a� ° '� •� cu 08 .X a) (u C: O � � .� .� C c 4-0 .� U i p p 0 O •� � U L � � to O O }, o � .� L Q p � U U � .0 cuQ Q p O to O m O Y O U c6 U U a- c6 �• U a N M i O Q- •(� O 0 Q CU > N (U (U IZZ C: O O w (� E Q c� N O •� O N C t+- J N O 1 (� ) O > � }' cn pa) •X O N (� O LO ♦--+ N U) Vy E Q O E -r— O }' U � � N }' � O 0 se 0 0 PH o AGENDA MEMORANDUM NCORPO0.1¢ First Reading for the City Council Meeting of May 21, 2024 ss52 Second Reading for the City Council Meeting of June 11, 2024 DATE: April 30, 2024 TO: Peter Zanoni, City Manager FROM: Dan McGinn, Director of Planning and Community Development danielmcCa)-cctexas.com (361) 826-7011 Sale and Conveyance of Surplus Land in the Amount of 1 .1951 acres To Thanksgiving Homes CAPTION: Ordinance authorizing the conveyance of 7 lots (0.55 acres total) of surplus land located at or near 526, 528, 530, 532, 536, and 538 19th Street to Thanksgiving Homes for $10 per lot and development of affordable housing; and authorizing an option to purchase contract and related sale and conveyance to Thanksgiving Homes for the purchase of 7 lots (0.65 acres-total) of surplus land located at or near 429 Marguerite Street, 503, 505, 507, 515, 517, and 519 18th Street for $10 per lot and development of affordable housing. SUMMARY: This ordinance sells and conveys approximately 1.1951 acres of City-owned land to Thanksgiving Homes in two tranches for $10 per developable lot and for their use in the future development of single-family housing; consisting of: Tranche 1 • JASMIN Lots 1-7 (7 lots, approximately 0.5494 acres). Tranche 2 • JASMIN Lots 27A, 29, 30, lot 31 AND N 12.50 OF LT 32, 35, 36, 37 and portion of lot 38, (7 lots, approximately 0.6457 acres). Thanksgiving Homes will assume property maintenance responsibilities for their assigned Tranches 1 and 2, including mowing and litter abatement upon execution of the agreement. Proiect Parameters • Undeveloped lots are not transferrable. • From sale/release of each tranche all certificates of occupancy for units in tranche must be issued within 24 months. • Affordability Period of 10 years o Max sales price and value limited to "Home and Housing Trust Fund Homeownership Sales Price Limits" for newly constructed units, established and published by HUD annually under Part 92.254(a)(2)(iii), Title 24 CFR (currently $253,000), or similar HUD program should HOME/HTF Purchase Price Limits cease to be published in the future; o Or max Fair Market Rent established and published by HUD annually in Part 888, Title 25 CFR (currently $1,763 for a 3-bedroom, and $2,066 for a 4-bedroom unit). • If property is sold or rented above affordability restrictions within the 10-year period, a cost recapture must be paid to the City in the amount of$5.15 per square foot of land within 90 days of the sale or rental. o If cost recapture not paid, the property reverts to the City. BACKGROUND AND FINDINGS: Project History • May 2023: The Ed Rachal Foundation gifted the former Lamar Elementary School site to the City along with 55 smaller parcels in the vicinity of the larger site. • Recognizing the unique opportunity to implement the recently adopted Westside Area Development Plan by attracting new development investments, addressing residents' request for a variety of housing options, stabilizing this established neighborhood, and delivering public safety improvements for area residents, City staff issued a request for letters of interest (RFI) to work with one or more experienced housing developers. • August 2023: RFI Outreach and Marketing o RFI published on City Website in early August 2023 o City News Release and Council Memo issued August 4, 2023 o Email notification sent to over 50 housing development contacts. o Staff presentation at the Development Services Task Force meeting on August 18, 2023 • The RFI period closed on September 11, 2023. Five proposals were submitted. • December 2023: City Council approved the sale and conveyance of a 3.47-acre parcel of City-owned land, including the former Lamar Elementary School Site to TG 110 Inc. for the development of affordable housing. • Winter 2023 through Spring 2024: Engagement with single-family housing developers that responded to the RFI. Next Steps • Planning Division and Development Services to present rezoning cases in support of infill housing development of lots included in the RFI. • Planning Division staff will provide technical assistance to developers as needed to facilitate the Development Services permitting process. ALTERNATIVES: Awarding purchase contracts to all single-family developers that submitted letters of interest in response to the Lamar Elementary RFI presents a strategic approach to expedite infill housing construction support synergistic investments benefiting all parties, including current neighborhood residents. The City can choose to allocate the property to RFI respondents in an alternate configuration and/or distribution. The City can choose to not sell the property, but it will remain vacant and will require ongoing city-funded site maintenance. FISCAL IMPACT: Though the vacant land was gifted to the City, there are ongoing maintenance costs such as mowing and litter abatement as well as more difficult to quantify service cost impacts on the surrounding neighborhood caused by the preponderance of vacant lots. The City ordered an appraisal of property. An appraisal of the 0.0733-acre lot at 536 191h street was conducted by Lowery Property Advisors, LLC on April 26, 2024, and the property has an appraised value of$5.15 per square foot. For comparison, the Nueces County Appraisal District 2023 land valuation of all the surplus land included in the RFI averages $4.45 per square foot. The fiscal impact is revenue payment to the City in an amount of$10.00 per developable lot, amounting to $140.00 in total, to be deposited into the General Fund as well as the assumption of property maintenance by Thanksgiving Homes of their assigned Tranche 1 and 2 lots. The developed property will be placed back on the property tax rolls. Funding Detail: Fund: 1020 General Fund Organization/Activity: 11020 General Governmental Revenue Department: 888 Revenue Project # (CIP Only): Account: 343590 Sale of Scrap/City Property RECOMMENDATION: City staff recommends approval of the Ordinance for the sale and conveyance of City surplus property at or near 526, 528, 530, 532, 536, and 538 191h Street; 503, 505, 507, 515, 517, and 519 18th Street; and 429 Marguerite Street; to Thanksgiving Homes for the purpose of site redevelopment into single-family housing. LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance Exhibit A - Request for Interest Real Estate Contract Option Agreement Appraisal Letter of Support Presentation Ordinance authorizing the conveyance of 7 lots (0.55 acres total) of surplus land located at or near 526, 528, 530, 532, 536, and 538 19th Street to Thanksgiving Homes for $10 per lot and development of affordable housing; and authorizing an option to purchase contract and related sale and conveyance to Thanksgiving Homes for the purchase of 7 lots (0.65 acres-total)of surplus land located at or near 429 Marguerite Street, 503, 505, 507, 515, 517, and 519 18th Street for$10 per lot and development of affordable housing. WHEREAS, in accordance with Texas Local Government Code§272.001(g), the City may convey land to an entity for the development of low-income or moderate-income housing for less than fair market value to use the property in a manner that primarily promotes the municipality's public purpose without complying with the notice and bidding requirements of Texas Local Government Code § 272.001(a) or other law; WHEREAS, the City owns vacant Lots 1-7 Jasmine Addition, which combined is 0.55- acres of surplus land located at or near 500 block of 19th Street, as shown in (Exhibit A) attached hereto and incorporated by reference; WHEREAS, the City owns vacant Lots 27A, 29, 30, 31 with North 12.5 feet of lot 32, 35, 36, 37, and portion of 38 Jasmin Addition, which combined is 0.65-acres of surplus land located at or near 429 Marguerite Street, 503, 505, 507, 515, 517, and 519 18th Street, as shown in (Exhibit A) attached hereto and incorporated by reference; WHEREAS, the conveyances are conditioned so that title in any lot described herein will revert to City if the grantee fails to construct a single-family dwelling on such lot for low-income or moderate-income housing and obtain a certificate of occupancy for such dwelling within two years from the date of the conveyance, unless construction of a single-family dwelling has started and a one-year extension is granted to obtain a certificate of occupancy; WHEREAS, the conveyances include Cost Recapture, Reverter, and Covenant Running with the Land where a full lot reverts to the City of Corpus Christi if within 10 years (1) a dwelling and lot are sold for a price that exceeds the most recently issued New Homes HOME/HTF Purchase Price Limit for 1-Unit for the Corpus Christi, TX MSA as established and published by the U.S. Department of Housing and Urban Development per 24 C.F.R. § 92.254; or(2) a dwelling and lot are rented for an amount that exceeds the most recently issued Fair Market Rent as established and published by the U.S. Department of Housing and Urban Development per 24 C.F.R. § 888.115; and (3) the City of Corpus Christi is not paid a cost recapture for the land value of the lot at $5.15 per square foot within 90 days of the sale or rental; WHEREAS, the fair market value of each lot is $5.15 per square foot; WHEREAS, the construction of low and moderate-income housing will revitalize the neighborhood surrounding the former Lamar Elementary School; and WHEREAS, where the terms and conditions of the transactions effectuate and maintain the public purpose of providing low-income or moderate-income housing per Texas Local Government Code §272.001(g) and/or §253.011. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI,TEXAS, THAT: 1 Section 1. The City Council specifically finds that the foregoing statements included in the preamble of this ordinance are true and correct and adopts such findings for all intents and purposes related to the authorization of this project. Section 2. The City Manager or designee is authorized to execute all documents necessary to sell and convey approximately 0.55 acres of surplus land, Lots 1, 2, 3, 4, 5, 6, and 7 of Jasmin Addition, City of Corpus Christi, Nueces County, Texas, located at or near 526, 528, 530, 532, 536, and 538 19th Street to Thanksgiving Homes in exchange for $10 per lot and the development of the property for low-income or moderate-income housing. Section 3. The City Manager or designee is authorized to execute an options contract with Thanksgiving Homes for the option to purchase approximately 0.65 acres of surplus land being Lots 27A, 29, 30, 31 with North 12.5 feet of lot 32, 35, 36, 37 with a portion of 38 Jasmin Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 429 Marguerite Street, 503, 505, 507, 515, 517, and 519 18th Street, in exchange for$10 per lot and maintenance of the property, for a period of 24 months, with such option exercisable upon the construction of low- income or moderate-income housing on Lots 1-7 Jasmin Addition, City of Corpus Christi, Nueces County, Texas. Only a portion of Lot 32, Jasmin Addition, is being conveyed and is included with Lot 31. Only a portion of Lot 38, Jasmin Addition, is being conveyed and is included with Lot 37, Jasmin Addition. Section 4. The City Manager or designee is authorized to execute all documents necessary to sell and convey approximately 0.65 acres of surplus land being Lots 27A, 29, 30, 31 with North 12.5 feet of lot 32, 35, 36, and 37 with portion of 38 Jasmin Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 429 Marguerite Street, 503, 505, 507, 515, 517, and 519 18th Street, in exchange for $10 per lot and the development of the property for low-income or moderate-income housing. Only a portion of Lot 32, Jasmin Addition, is being conveyed and is included with Lot 31. Only a portion of Lot 38, Jasmin Addition, is being conveyed and is included with Lot 37, Jasmin Addition. Introduced and voted on the day of , 2024. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary 2 EXHIBIT A /. Property Development: Former Lamar Elementary Site J & Nearby Neighborhood Parcels 2023 Request for Interest SECTION I. OVERVIEW The City of Corpus Christi (City) is issuing this Request for Interest (RFI) for the former Mirabeau B. Lamar Elementary School site and additional city-owned parcels in the surrounding neighborhood. ■ The city is seeking one or more experienced real estate development teams to develop housing on the former Lamar school site and additional neighborhood lots. ■ The city envisions infill housing development and is open to innovative concepts that aid the city with meeting local housing affordability needs while stabilizing an established neighborhood. Property Description Currently vacant, the site that was once home to Lamar Elementary School which was originally part of the 1908 Eckerd Subdivision while parcels to the east of 19t" Street are part of the 1929 Jasmin Subdivision. Narrow and deep single-family lots, typical of this time, are common throughout the neighborhood, though many lots have been combined over the decades to form larger parcels. Other neighborhood institutions include St. Joseph's Catholic Church, the Garcia Arts Center and Park, and educational facilities like the Marguerite Child Development Center and a charter high school. Lamar Elementary served many generations, starting in 1941. The school was closed in 2010 and later demolished in 2021 to make way for new development and neighborhood investment. Though no longer standing, the site still holds historical significance as the 1948 location of the meeting that formed the American GI Forum, the civil rights group founded by Dr. Hector P. Garcia. (Katheryn Cargo for the Caller Times, November 20, 2021) The city-owned parcels that are included in the RFI are detailed in Map 1 and Table 1 on the following pages. City of Corpus Christi 1 of 8 EXHIBIT A T1 Map 1: Lamar RFI Parcels' - - I City of Corpus Christi, TX � m w Mar9u erP[e St —• A7ff++ 11 �43. YrY =42A ` +■ =38MM ' 1�8� 534M4` 14 13 12 U9 O7 06 OS 04 63 02 47 0 * A �53 52 51 48� r1321 A9so 50 3 541 Mary St _ f �} of - r 'fir Imo., __ rfis st ' z as s 6 z7 e t Lk s Table 1: Lamar RFI Parcel Detail RFI Nueces County Legal Description Address Lot Zoning Parcel ID Tax ID � Acres District 1 224500010010 ECKERD BLK 1 LOT 1 2212 MORRIS ST 2.07 CI 2 224500020010 ECKERD LTS 1 AND 2 BK 2 521 19th ST 0.17 RS-6 3 224500020030 ECKERD LTS 3&4 BLK 2 2206 MARY 0.17 RS-6 4 224500020050 ECKERD LT 5 BK 2 2208 MARY 0.08 RS-6 5 224500020060 ECKERD LTS 6&7 BK 2 2210 MARY 0.17 RS-6 6 224500020080 ECKERD LT 8A BLK 2 2212 MARY 0.16 RS-6 7 224500020100 ECKERD LT 10 BLK 2 2214 MARY 0.08 RS-6 8 224500020110 ECKERD LT 11 BLK 2 2218 MARY 0.08 RS-6 9 224500020120 ECKERD LT 12 BK 2 2222 MARY 0.08 RS-6 10 224500020235 ECKERD LT 24A BLK 2 504 20th ST 0.08 RS-6 11 224500020230 ECKERD LT 23A BLK 2 2221 MARGUERITE ST 0.08 RS-6 12 930700090020 PATRICK WEBB LT 2 BLK 9 2304 MARY 0.09 RS-6 13 930700090060 WEBB PATRICK BLK 9 LOT 2312 MARY 0.26 RS-6 _ 6, 7&8 _ 14 930700090110 PATRICK WEBB LTS 11 & 12 2324 MARY ST @ 21ST 0.17 RM-3 BLK 9 City of Corpus Christi 2 of 8 EXHIBIT A 15 840900070390 STEELE LTS 39&40 BLK 7 2614 MARY 0.16 RS-6 16 930700100210 POATRICK WEBB LT 21 BLK 2320 MORRIS 0.06 RS-6 17 930700100250 WEBB PATRICK BLK 10 LOT 2312 MORRIS 0.06 RS-6 25 18 930700100260 26 BB PATRICK BLK 10 LOT 2310 MORRIS 0.06 RS-6 19 930700100270 WEBB PATRICK BLK 10 LOT 2308 MORRIS 0.06 RS-6 20 I 930700100280 I PAT WEBB LT 28 BK 10 2306 MORRIS ST 0.06 RS-6 21 930700100290 POAT WEBB LTS 29&30 BK 623 TWENTIETH ST 0.11 RS-6 22 852900060200 SUMMIT ADDN LTS 20&21 2311 MORRIS 0.14 RS-6 BLK 6 23 852900060190 SUMMIT ADDN LT 19 BLK 6 2309 MORRIS 0.07 RS-6 24 852900060180 SUMMIT ADDN LT 18 BLK 6 2307 MORRIS 0.07 RS-6 25 852900060120 SUMMIT ADDN LTS 12& 13 2219 MORRIS 0.13 RS-6 BLK 6 26 852900060100 SUMMIT ADDN LTS 10& 11 2217 MORRIS 0.13 RS-6 BLK 6 27 852900060080 SUMMIT ADDN LTS 8&9 2211 MORRIS AVE 0.13 RM-3 _ BLK 6 28 852900060010 SUMMIT ADDN POR OF LT 1, 2203 MORRIS AVE 0.15 RS-6 ALL LTS 2&3 BLK 6 29 852900060380 SUMMIT ADDN LTS 38 THRU 715 19th ST 0.31 RS-6 41 &FCL LT 42 BLK 6 30 377500000010 JASMIN LT 1 538 19th ST 0.11 RS-6 31 377500000020 JASMIN LT 2 536 19th ST 0.07 RS-6 32 377500000030 JASMIN LT 3 532 19th ST 0.07 RS-6 33 377500000040 JASMIN LTS 4 AND 5 530 19th ST 0.15 RS-6 34 377500000060 JASMIN LT 6 528 19th ST 0.07 RS-6 35 377500000070 JASMIN LT 7 526 19th ST 0.07 RS-6 36&37 377500000090 JASMIN LTS 9 AND 10 520 19th ST 0.15 RS-6 38 377500000110 JASMIN LT 11 518 19th ST 0.07 RS-6 39 377500000120 JASMIN LT 12 516 19th ST 0.07 RS-6 40 377500000130 JASMIN LT 13 514 19th ST 0.07 RS-6 41 377500000140 JASMIN LT 14 512 19th ST 0.07 RS-6 42 377500000150 JASMIN LT 15 510 19th ST 0.07 RS-6 43 377500000160 JASMIN LT 16 508 19th ST 0.07 CN-1 44 377500000270 JASMIN LT 27A 429 MARGUERITE ST 0.14 RM-3 45 377500000290 JASMIN LT 29 503 18th ST 0.07 RM-3 46 377500000300 JASMIN LT 30 505 18th ST 0.07 RM-3 47 377500000310 JASMIN LT 31 AND N 12.50 507 18th ST 0.10 RM-3 OF LT 32 48 377500000350 JASMIN LT 35 515 18th ST 0.07 RM-3 49 377500000360 JASMIN LT 36 517 18th ST 0.07 RM-3 50 377500000370 JASMIN LT 37& PT LT 38 519 18th ST 0.13 RS-6 51 462500070060 LUTER PART LT 6 BK 7 2022 MARY 0.05 RM-3 52&53 462500070100 LUTER PARTITION BLK 7 2028 MARY 0.16 RM-3 LOTS 8 THRU 10 City of Corpus Christi 3 of 8 EXHIBIT A 54 462500070110 BK TER PART LTS 11 AND 12 2034 MARY 0.11 RM-3 55 573600050010 NEYLAND COL MEX LTS 1 & 508 18th ST 0.12 RM-3 2BK5 56 462500050020 1 H E LUTER PART LT 2 BK 5 1 502 18th ST 0.16 RM-3 W Map 2: Neighborhood Zoning IL -04 City of Corpus Christi,TX 1-13 IL 42 ON e,lte sr 141 SD 40b� 6 Y17 08 �f:45� SE 296 36 946� 19 1 S > 09 D]D6 OS Dd 03 0] 35 04 INS . 33 �tqq� 53 5] SI 3132 49ANNE, S4r 1 50 Mary [ 30 1] 19 I1 16 IB 20 21 I ` L RMe 3 23 ]9 CI CI r . RM3 " CN-1 o zso so�6p- RM-3 Ps Cc Kr z T—,P k 'aV Idl-e 1i nClm= F Ic_Soft CONANP'z,�,' t c T -lDi, i,rn ET]Nn � >n nlPs.uSc�isu City of Corpus Christi 4 of 8 EXHIBIT A ME NMI Map 3: Neighborhood Amenities City of Corpus Christi, TX ille Mr .I Wilm Coun, si ••u ou:, ° Park �-or•e E a s �r. o £ Ge• 9- Ben �a Elements Gy o mo Mar�g•u�erite Child ;� �?Garcia Par Development Center Garcia A • &E•ucati© Qgnw, al 0 orpus • ri i oli•e letic Elementary Z 1iu H_a• 't•ark � J•e Garza Pa moRGAN Za .-la -ni r -r �arci Family Health C-rater 0 0.5 1Miles Nearby Neighborhood Assets ✓ Adjacent CCRTA Bus Stops on 19t" St. (Route 21 —Arboleda) ✓ Adjacent Premier High School (Charter School) ✓ Adjacent St. Joseph's Catholic Church ✓ Antonio E. Garcia Arts & Education Center (5-minute walk) ✓ Antonio E. Garcia Park (5-minute walk) ✓ Marguerite Child Development Center (5-minute walk) ✓ Dr. Hector P. Garcia Memorial Family Health Center (10-minute walk) ✓ Neighborhood-serving commercial establishments along Agnes Street, S. Port Avenue, and Morgan Avenue (5 to 10-minute walk) Within a 20-minute walk: ✓ Ben Garza Park and Gymnasium: 15-minute walk, 5-minute bicycle ride ✓ Zavala Head Start: 15-minute walk, 5-minute bicycle ride ✓ Zavala Elementary School: 20-minute walk, 5-minute bicycle ride ✓ Zavala Senior Center: 20-minute walk, 5-minute bicycle ride City of Corpus Christi 5 of 8 EXHIBIT A ✓ Joe Garza Community Park and Recreation Center: 20-minute walk, 5-minute bicycle ride Within a 30-minute walk: ✓ George Evans Elementary School: 25-minute walk, 10-minute bicycle ride ✓ Driscoll Middle School: 35-minute walk, 10-minute bicycle ride ✓ Roy Miller High School: 25-minute walk, 10-minute bicycle ride ✓ City Hall: 25-minute walk, 10-minute bicycle ride Utilities All utilities are available within the area, the Corpus Christi Water (CCW) department is currently evaluating the existing system to identify any needed upgrades. Land Use/Right-of-Way/Public Utility Improvements The city will work with selected project sponsor/s on needed rezoning and zoning regulation adjustments, right-of-way closures, public utility improvements, and/or land costs to accommodate proposed project/s that meet the city's housing affordability and infill needs. Any city accommodations must align with commensurate public benefits, focused primarily on meeting local housing affordability and neighborhood stabilization needs. Area Demographics The Former Lamar Elementary School site and neighborhood lots are located within Nueces County's Census Tract 10. Below are select demographic and housing characteristics within this Census Tract. 2020 Decennial Census (Redistricting File) • Population: 2,751 • Hispanic or Latino: 2,391 • Households/Occupied Housing Units: 992 • Vacant Housing Units: 242 • Group Quarters Population: 85 (nursing/skilled nursing facility residents) 2021 American Community Survey (5-year Estimates) • Median Age: 34 years • Educational Attainment of Population age 25 and older: o Less than high school graduate: 42.5% o High school graduate (includes equivalency): 30.5% o Some college or associate's degree: 24.8% o Bachelor's degree: 1.6% o Graduate or professional degree: 0.6% • Average Household Size: 2.8 persons per household • Median Household Income: $22,220 • Household Tenure: 45% owner-occupied, 55% renter-occupied City of Corpus Christi 6 of 8 EXHIBIT A • Housing Characteristics: 78% 1-unit structures, 20% 2-or-more unit structures, 2% mobile homes and all other types of units. Affordable and Low-Income Housing Subsidies and incentives may be available for developments that include affordable and low- income housing. Subsidies and incentives are offered based on a variety of factors, including project scope, funding sources, and local, State, and Federal restrictions. SECTION II. LETTER OF INTEREST SUBMISSION Proposers must submit a Letter of Interest addressed to the Planning and Community Development Department located on the second floor of City Hall at 1201 Leopard Street Corpus Christi, Texas, 78401. Within the Letter of Interest, the proposer should provide the following information. Description of Entity and Experience — A description of the entity submitting the Letter of Interest must include, if not an individual, the name of all partners, corporate name(s), and dba(s) if applicable, and the pertinent address and telephone number, names and addresses of all investors, shareholders, and officers of the corporation. The description submitted by the purchaser/developer shall also provide the following information: ■ A clear statement of the purchaser/developer's interest in purchasing and redeveloping the space with potential ideas for its reuse —with specific lots identified. ■ A clear statement of the purchaser/developer's experience in purchasing and redeveloping space. ■ Experience (if any) working with the public sector. ■ Experience (if any) with delivering infill and or affordable housing products. ■ The estimated timeline for development from the date of acquisition. Submission of Letter of Interest Letters of Interest are due at the City of Corpus Christi Department of Planning and Community Development, City Hall, Corpus Christi, Texas 78401 no later than 5 pm on September 11, 2023. Inquiries Any inquiries related to this RFI must be submitted in writing, no later than five (5) days before the RFI deadline, to: Daniel McGinn Director of Planning and Community Development City of Corpus Christi 1201 Leopard Street Corpus Christi, Texas 78401 Email: Danielmc@cctexas.com Phone: (361) 826-1614 City of Corpus Christi 7 of 8 EXHIBIT A SECTION III. REVIEW OF LETTERS OF INTEREST Letters of Interest will be evaluated on a combination of the following: project or proposal ideas; experience, particularly regarding infill housing and affordable housing, supportive housing, and neighborhood investment projects; professional qualifications and expertise on similar housing and infill projects; approach to the planning/permitting process; and the ability to bring projects to a timely and successful conclusion. All Letters of Interest will be reviewed by representatives from the City Manager's Office. As this is a Request for Interest only, this Request may lead to one of the following outcomes: ■ A request for additional information from one or more respondents; ■ The issuance of a Request for Proposals (RFP) to one or more responders chosen as part of this Request; ■ The issuance of an RFP opened to all potential development teams; ■ Direct negotiations for sale/lease and redevelopment of the property with a development team selected as a result of this Request; ■ Termination of this process without selection of a development team or issuance of an RFP. Terms of this Request: this Request is not a request for competitive proposals and in no way obligates the City to enter into a relationship with any entity that responds, or limits or restricts the City's right to enter into a relationship with an entity that does not respond. In its sole discretion, the City may pursue discussion with one or more entities responding to this Request or none at all. City of Corpus Christi 8 of 8 Real Estate Sales Contract THE STATE OF TEXAS § KNOW ALL BY THESE PRESENTS COUNTY OF NUECES § This Contract is entered into by the City of Corpus Christi, a Texas home-rule municipality, with an address of 1201 Leopard Street, Corpus Christi, Nueces County, Texas 78401 ("Seller") and Thanksgiving Homes, a Texas Non-Profit Corporation with an address of 3701 Ayers St, Corpus Christi, TX 78415-4615 ("Buyer"). 1. Property. Seller, for the consideration and under the terms set out herein, agrees to convey to Buyer the following lots: 1) Lot 1 , Jasmin Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 538 19th Street, 2) Lot 2, Jasmin Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near at 536 19th Street, 3) Lot 3, Jasmin Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 532 19th Street, 4) Lot 4, Jasmin Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 530 19th Street, 5) Lot 5, Jasmin Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 530 19th Street, 6) Lot 6, Jasmin Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 528 19th Street, 7) Lot 7, Jasmin Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 526 19th Street. 2. Purchase Price. The purchase price is $10.00 per lot and the development of each lot for low-income or moderate-income housing. The Buyer will construct low- income or moderate-income housing on each lot conveyed. For this agreement, low and moderate-income housing is defined as properties that are sold for a price that does not exceed the New Homes HOME/Housing Trust Fund (HTF) Purchase Price Limit for 1-Unit for the Corpus Christi Metropolitan Statistical Area (MSA) established and published annually by U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 92.254 or rented for an amount that does not exceed the Fair Market Rent for the Corpus Christi MSA established and published annually by the U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 888.115. This condition is designed to maintain the integrity and purpose of the properties per Texas Local Government Code 272.001(g). 3. Title Insurance. The Buyer, at Buyer's expense, may acquire a title insurance policy that guarantees good and indefeasible title to the Property, without exceptions to title other than the standard printed exceptions and exceptions permitted under this Contract, and that wholly insures and indemnifies Buyer against any title defects or adverse claims. 4. Property Taxes. The City of Corpus Christi, as the owner of this property, is exempt from local property taxes. Any taxes due after conveyance are the responsibility of the Buyer. 5. Special Warranty Deed. Seller will execute a Special Warranty Deed, drafted in accordance with the provisions of this Contract, conveying the Property to Buyer. Buyer must make the cash payment. 6. Reverter Clause. The Special Warranty Deed for all lots sold shall include a reverter clause as follows: Reverter A lot reverts to the City of Corpus Christi if the grantee fails to construct a single-family dwelling for low-income or moderate-income housing on such lot and obtain a certificate of occupancy for such dwelling within two years from the date of conveyance. In this context, low and moderate-income housing is defined as properties that are sold for a price that does not exceed the New Homes HOME/Housing Trust Fund (HTF) Purchase Price Limit for 1-Unit for the Corpus Christi Metropolitan Statistical Area (MSA) established and published annually by U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 92.254 or rented for an amount that does not exceed the Fair Market Rent for the Corpus Christi MSA established and published annually by the U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 888.115. The grantee agrees to abide by these conditions, and failure to comply with any of these conditions shall result in the automatic reversion of the lot and dwelling to the City of Corpus Christi. This condition is designed to maintain the integrity and purpose of the property per Texas Local Government Code 272.001(g). 7. Cost Recapture, Reverter, and Covenant Running with the Land Clause. The Special Warranty Deed for all lots sold shall include Cost Recapture, Reverter, and Covenant Running with the Land clause as follows: Cost Recapture, Reverter, and Covenant Running with the Land The City of Corpus Christi has conveyed the lot for less than market value to be used for low-income and moderate-income housing. In this context, low-income and moderate-income housing is defined as a property that is sold for a price that does not exceed the New Homes HOME/Housing Trust Fund (HTF) Purchase Price Limit for 1-Unit for the Corpus Christi Metropolitan Statistical Area (MSA) established and published annually by U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 92.254 or rented for an amount that does not exceed the Fair Market Rent for the Corpus Christi MSA established and published annually by the U.S. Page 2 of 8 Department of Housing and Urban Development (HUD) per 24 C.F.R. § 888.115. Within the next ten years from the date of execution, if any of the lots described herein are sold for a price that exceeds the most recently issued New Homes HOME/HTF Purchase Price Limit established and published annually by HUD or rented for an amount that exceeds the most recently issued Fair Market Rent established and published annually by HUD, the City of Corpus Christi is entitled to recapture the costs of the land. The recaptured costs of the land shall be calculated at $5.15 per square foot, representing the land's fair market value. A lot reverts to the City of Corpus Christi if: (1) a dwelling and lot are sold for a price that exceeds the most recently issued New Homes HOME/HTF Purchase Price Limit for 1- Unit for the Corpus Christi, TX MSA as established and published by the U.S. Department of Housing and Urban Development per 24 C.F.R. § 92.254-1 or (2) a dwelling and lot are rented for an amount that exceeds the most recently issued Fair Market Rent as established and published by the U.S. Department of Housing and Urban Development per 24 C.F.R. § 888.115-1 and (3) the City of Corpus Christi is not paid a cost recapture for the land value of the lot at $5.15 per square foot within 90 days of the sale or rental. Payment can be made at 1201 Leopard St, Corpus Christ, TX 78401. The grantee agrees to abide by these conditions, and failure to comply with any of these conditions shall result in the automatic reversion of the lot and dwelling to the City of Corpus Christi. This restrictive covenant shall run with the land and bind all subsequent owners. These covenants shall run with the land for a period of 10 years from the date of this conveyance and shall automatically expire thereafter. This condition is designed to maintain the integrity and purpose of the property per Texas Local Government Code 272.001(g). 8. Non-Transferable. Prior to constructing a single-family dwelling for low-income or moderate-income housing outlined in this agreement, the Buyer shall not transfer the property described herein. Any attempt to do so shall be null and void, and the party responsible shall be liable for any resulting damages incurred by the other party. 9. Property Maintenance. Upon conveyance, Buyer shall maintain the described properties by mowing all grass and vegetation as often as necessary to maintain a height of less than 12 inches, effective upon execution of this Agreement. Buyer shall not allow weeds or brush twelve inches or higher to grow on the described property. Additionally, the Buyer will keep the described properties free of litter and solid waste. Page 3 of 8 10. Closing. There shall be no formal closing for this transaction. Within 30 days of this Agreement's execution, Buyer will provide cash payment. Within 30 days of receipt of cash payment, Seller shall execute a Special Warranty Deed, drafted in accordance with the provisions of this Contract, conveying the Property to Buyer. Buyer will be responsible for recording the Special Warranty deed in the Real Property records of Nueces County. 11. Survives Closing. This Contract survives the Conveyance of the Property and the delivery of the Special Warranty Deed and other necessary documents by Seller to Buyer, and all terms and conditions remain in effect between Seller and Buyer. 12. Property Condition. A. Buyer acknowledges and agrees that Buyer is purchasing the property "AS-IS" "WHERE-IS" and "WITH ALL FAULTS" without any warranties, representations or guarantees, either expressed or implied, of any kind, nature or type whatsoever from or on behalf of seller. Without limiting the generality of the foregoing, Buyer acknowledges and agrees that Seller hereby expressly disclaims any and all implied warranties concerning the condition of the property and any portions thereof, including but not limited to environmental conditions, presence or absence of hazardous materials and implied warranties of habitability, merchantability or fitness for a particular purpose. B. Buyer acknowledges and agrees that BUYER HAS NOT RELIED, AND WILL NOT RELY, upon any representations or warranties (oral or written) made by, or purportedly made on behalf of, Seller unless such representations and warranties are expressly set forth in this Contract. C. Except as otherwise specifically provided in this Contract, Buyer agrees that no representation by or on behalf of Seller have been made to Buyer as to the condition of the Property, any restrictions related to the condition of the Property, any restrictions related to the development of the Property, the applicability of or compliance with any governmental requirements, including but not limited to environmental laws or the suitability of the Property for any purpose whatsoever. D. Buyer releases Seller from any claims it may have against the Seller now or in the future under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.A §§ 9601 et seq. as amended; the Resource Page 4 of 8 Conservation and Recover Act, 42 U.S.C.A. §§ 6901 et seq. as amended; the Texas Solid Waste Disposal Act, Tex. Health & Safety Code §§ 361 .001 et seq. as amended; any other analogous state or federal statute; and common law arising from the environmental conditions of the Property or the presence of hazardous substances, solid wastes, or any other pollutants or contaminants on the Property. 13. Broker's Commission. Seller and Buyer have not commissioned a Broker to represent their interests, and neither are responsible for any brokerage or real estate commissions in connection with this Contract. Any costs associated with services to either party are the responsibility of the party that contracted the services. 14. Essential. Time is of the essence in closing this transaction. 15. Effective Date. The effective date of this Real Estate Sales Contract is the date on which the Contract is signed by the Seller. 16. Governing Law and Venue. This Agreement is subject to all federal, State, and local laws, rules, and regulations. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 17. Supersedes previous agreements. This Contract constitutes the only agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties respecting the subject matter of this Contract. 18. Counterparts: Multiple original copies of this contract may be executed, and the execution of this contract may be through the execution by the parties of separate counterparts. All of the original copies of this contract together shall constitute one agreement, binding on all of the parties hereto notwithstanding that the parties hereto may or may not be signatories to the same counterpart. Each of the undersigned parties authorizes the assembly of one or more original copies of this contract, such that each such original copy of this contract shall consist of (i) the body of this contract and (ii) counterpart signature pages and acknowledgment pages which collectively include all of the signatures and acknowledgments of the parties hereto. Each such contract shall constitute one original of this contract. 19. Assignment: Buyer shall not assign this Contract. Seller shall not assign this Contract. In the event an assignment is attempted, in violation of this Section, then Buyer's rights under this Contract shall automatically and immediately terminate without notice. 20. Breach of Contract. Buyer's failure to develop the conveyed parcels for low- income or moderate-income housing as defined herein constitutes a breach of Page 5 of 8 contract. Seller has all remedies in law for a breach of contract. 21 . Government Function. This Agreement is to perform a governmental function solely for the public benefit, and the City does not waive its immunity by entering into and performing its obligations under the Agreement. 22. Deed Amendment. Upon request from Buyer, Seller will file an amended Special Warranty Deed if Buyer has started construction of a single-family dwelling but will be unable to obtain a certificate of occupancy within 2 years of the conveyance. The amended Special Warranty Deed will provide an additional year to obtain a certificate of occupancy prior to reversion. Page 6 of 8 Seller City of Corpus Christi Jeff H. Edmonds, P.E., Director of Engineering Services THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on 202_, by Jeff H. Edmonds, P.E., Director of Engineering Services of the City of Corpus Christi, a Texas municipal corporation, on behalf of said corporation. Notary Public in and for the State of Texas APPROVED AS TO LEGAL FORM THIS DAY OF 202 Assistant City Attorney City Legal Department Page 7 of 8 Buyer Thanksgiving Homes. Gary Allsup, President and Chief Executive Officer THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on 202_, by Gary Allsup, President and Chief Executive Officer of Thanksgiving Homes. Notary Public in and for the State of Texas Page 8 of 8 OPTION FOR SALE OF REAL PROPERTY Whereas, Thanksgiving Homes. is a Texas Nonprofit Corporation exempt from federal taxation under Section 501(c)(3), Internal Revenue Code of 1986, as amended; Whereas, Thanksgiving Homes. has proposed property development of vacant lots near the Former Lamar Elementary School and; Whereas the City of Corpus Christi seeks to have property developed for low- and moderate-income households as a primary activity to promote the community-based revitalization of the City; Now, therefore, for and in consideration of $70 and property maintenance, the City of Corpus Christi, hereinafter referred to as "City," hereby grants to Thanksgiving Homes, hereinafter referred to as "Optionee," an exclusive right and option to purchase the following described properties: 1) Lot 27A, Jasmin Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 429 Marguerite Street; 2) Lot 29, Jasmin Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near at 503 18th Street; 3) Lot 30, Jasmin Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 505 18th Street; 4) Lot 31 and North 12.50 feet of Lot 32, Jasmin Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 507 18th Street; 5) Lot 35, Jasmin Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 515 18th Street; 6) Lot 36, Jasmin Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 517 18th Street; 7) Lots 37 and 38 Jasmin Addition Subdivision, Corpus Christi, Nueces County, Texas, less a triangular-shaped portion of Lot 38 conveyed to the City of Corpus Christi, TX by Warranty Deed dated March 4, 1986, from Robert R. Leon, Jr. and Cynthia M. Leon, recorded at File No. 481924, Volume 2005, Page 144, Deed Records of Nueces County, Texas, located at or near 519 18th Street. Section 1. Property Maintenance The Optionee shall maintain the described properties herein by mowing all grass and vegetation as often as necessary to maintain a height of less than 12 inches, effective upon execution of this Agreement. The Optionee shall not allow weeds or brush twelve 1 inches or higher to grow on the described properties. Additionally, the Optionee will keep the described properties free of litter and solid waste. If such property is not maintained, the City will send notice to the Optionee of this failure. The City may cancel this Option Contract if the Optionee does not cure the failure within 30 days of receiving the notice from the City. Section 2. Option Period The option to purchase the property, hereinafter referred to as the "Option," shall commence upon the final execution of this contract and will expire on June 30, 2026, without notice to the Optionee. This option may only be exercised by Optionee after the construction of single-family dwellings on Lots 1-7 Jasmin Addition Subdivision, located at or near 526 19th Street., 528 19th Street, 530 19th Street, 532 19th Street, 536 19th Street, and 538 19th Street. Upon request from the Optionee, the City may extend the option an additional year if the city has granted an extension to obtain a certificate of occupancy for a single-family dwelling. Section 3. Purchase Price The purchase price for the above-described properties is $10 per lot. The consideration paid herein shall be applied against the purchase price. Consideration also includes the use of the property for low-income and moderate-income housing, with low-income and moderate-income housing being defined as properties that are sold for a price that does not exceed the New Homes HOME/Housing Trust Fund (HTF) Purchase Price Limit for 1-Unit for the Corpus Christi Metropolitan Statistical Area (MSA) established and published annually by U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 92.254 or rented for an amount that does not exceed the Fair Market Rent for the Corpus Christi MSA established and published annually by the U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 888.115. This condition is designed to maintain the integrity and purpose of the property per Texas Local Government Code 272.001(g). Section 4. Forfeiture of Consideration If the Optionee fails to exercise this Option before its expiration or the City terminates for failure to maintain the property, the City will retain the consideration paid herein. Section 5. Reverter Clause The Special Warranty Deed of all lots to be sold shall include a reverter clause as follows: Reverter A lot reverts to the City of Corpus Christi if the grantee fails to construct a single-family dwelling for low-income or moderate-income housing on such lot and obtain a certificate of occupancy for such dwelling within two years from the date of conveyance. In this context, low and moderate-income housing is defined as properties that are sold for a price that does not exceed the New Homes HOME/Housing Trust Fund (HTF) Purchase Price 2 Limit for 1-Unit for the Corpus Christi Metropolitan Statistical Area (MSA) established and published annually by U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 92.254 or rented for an amount that does not exceed the Fair Market Rent for the Corpus Christi MSA established and published annually by the U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 888.115. The grantee agrees to abide by these conditions, and failure to comply with any of these conditions shall result in the automatic reversion of the lot and dwelling to the City of Corpus Christi. This condition is designed to maintain the integrity and purpose of the property per Texas Local Government Code 272.001(g). Section 6. Cost Recapture, Reverter Clause, and Covenant Running with the Land Except for Lots 32 and 38, Jasmin Addition, the Special Warranty Deed of all lots to be sold shall include Cost Recapture, Reverter Clause, and Covenant Running with the Land as follows: Cost Recapture, Reverter, and Covenant Running with the Land The City of Corpus Christi has conveyed the lot for less than market value to be used for low-income and moderate-income housing. In this context, low-income and moderate-income housing is defined as a property that is sold for a price that does not exceed the New Homes HOME/Housing Trust Fund (HTF) Purchase Price Limit for 1-Unit for the Corpus Christi Metropolitan Statistical Area (MSA) established and published annually by U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 92.254 or rented for an amount that does not exceed the Fair Market Rent for the Corpus Christi MSA established and published annually by the U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 888.115. Within the next ten years from the date of execution, if any of the lots described herein are sold for a price that exceeds the most recently issued New Homes HOME/HTF Purchase Price Limit established and published annually by HUD or rented for an amount that exceeds the most recently issued Fair Market Rent established and published annually by HUD, the City of Corpus Christi is entitled to recapture the costs of the land. The recaptured costs of the land shall be calculated at $5.15 per square foot, representing the land's fair market value. A lot reverts to the City of Corpus Christi if: (1) a dwelling and lot are sold for a price that exceeds the most recently issued New Homes HOME/HTF Purchase Price Limit for 1- Unit for the Corpus Christi, TX MSA as established and published by the U.S. Department of Housing and Urban Development per 24 C.F.R. § 92.254; or (2) a dwelling and lot are rented for an amount that exceeds the most recently issued Fair Market Rent as established and published by the 3 U.S. Department of Housing and Urban Development per 24 C.F.R. § 888.115; and (3) the City of Corpus Christi is not paid a cost recapture for the land value of the lot at $5.15 per square foot within 90 days of the sale or rental. Payment can be made at 1201 Leopard St, Corpus Christ, TX 78401. The grantee agrees to abide by these conditions, and failure to comply with any of these conditions shall result in the automatic reversion of the lot and dwelling to the City of Corpus Christi. This restrictive covenant shall run with the land and bind all subsequent owners. These covenants shall run with the land for a period of 10 years from the date of this conveyance and shall automatically expire thereafter. This condition is designed to maintain the integrity and purpose of the property per Texas Local Government Code 272.001(g). Section 7. Notice of Option's Exercise The Optionee's election to exercise this Option shall be by executing and delivering to the City the attached Real Estate Sales Contract on or before the expiration date hereof. Upon delivery of said executed sales contract, the City shall forthwith execute the same within thirty days. Section 8. Assignability of Option Optionee shall not assign the Option. In the event an assignment is attempted in violation of this Section, then Optionees' rights under this Option Contract shall automatically and immediately terminate without notice. Section 9. Notice Unless otherwise provided herein, any notice, tender, or delivery to be given hereunder by either party to the other may be effected by personal delivery in writing or by registered or certified mail, postage prepaid, return receipt requested, and shall be deemed received as of actual receipt or three business days from mailing, whichever is earlier. Mailed notices shall be addressed as set forth below, but each party may change his or her address by written notice in accordance with this Section. To the City: City of Corpus Christi Attn: Director of Planning and Community Development P.O. Box 9277 Corpus Christi, TX 78469-9277 To the Optionee: Thanksgiving Homes. Attn: 3701 Ayers St Corpus Christi, TX 78415-4615 4 Section 10. Binding Effect This Option shall be binding on the City and shall inure to the benefit of Optionee. Remainder of page intentionally left blank; signature page to follow. 5 Executed this day of at County, Texas. Optionee Gary Allsup, President and Chief Executive Officer Date Thanksgiving Homes 3701 Ayers St Corpus Christi, TX 78415-4615 City Peter Zanoni, City Manager Date City of Corpus Christi P.O. Box 9277 Corpus Christi, Texas 78469 APPROVED AS TO FORM: Deputy City Attorney Buck Brice 6 Real Estate Sales Contract THE STATE OF TEXAS § KNOW ALL BY THESE PRESENTS COUNTY OF NUECES § This Contract is entered into by the City of Corpus Christi, a Texas home-rule municipality, with an address of 1201 Leopard Street, Corpus Christi, Nueces County, Texas 78401 ("Seller"), and Thanksgiving Homes, a Texas Nonprofit Corporation with an address of 3701 Ayers St, Corpus Christi, TX 78415-4615 ("Buyer"). 1. Property. Seller, for the consideration and under the terms set out herein, agrees to convey to Buyer the following lots: 1) Lot 27A, Jasmin Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 429 Marguerite Street; 2) Lot 29, Jasmin Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near at 503 18th Street; 3) Lot 30, Jasmin Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 505 18th Street; 4) Lot 31 and North 12.50 feet of Lot 32, Jasmin Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 507 18th Street; 5) Lot 35, Jasmin Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 515 18th Street; 6) Lot 36, Jasmin Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 517 18th Street; 7) Lots 37 and 38 Jasmin Addition Subdivision, Corpus Christi, Nueces County, Texas, less a triangular-shaped portion of Lot 38 conveyed to the City of Corpus Christi, TX by Warranty Deed dated March 4, 1986, from Robert R. Leon, Jr. and Cynthia M. Leon, recorded at File No. 481924, Volume 2005, Page 144, Deed Records of Nueces County, Texas, located at or near 519 18th Street. 2. Purchase Price. The purchase price is $10.00 per lot and the development of each lot for low-income or moderate-income housing. The Buyer will construct low- income or moderate-income housing on each lot conveyed. For this agreement, low and moderate-income housing is defined as properties that are sold for a price that does not exceed the New Homes HOME/Housing Trust Fund (HTF) Purchase Price Limit for 1-Unit for the Corpus Christi Metropolitan Statistical Area (MSA) established and published annually by U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 92.254 or rented for an amount that does not exceed the Fair Market Rent forthe Corpus Christi MSA established and published Page 1 annually by the U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 888.115. This condition is designed to maintain the integrity and purpose of the properties per Texas Local Government Code 272.001(g). 3. Title Insurance. The Buyer, at Buyer's expense, may acquire a title insurance policy that guarantees good and indefeasible title to the Property, without exceptions to title other than the standard printed exceptions and exceptions permitted under this Contract, and that wholly insures and indemnifies Buyer against any title defects or adverse claims. 4. Property Taxes. The City of Corpus Christi, as the owner of this property, is exempt from local property taxes. Any taxes due after conveyance are the responsibility of the Buyer. 5. Special Warranty Deed. Seller will execute a Special Warranty Deed, drafted in accordance with the provisions of this Contract, conveying the Property to Buyer. Buyer must make the cash payment. 6. Reverter Clause. The Special Warranty Deed for all lots sold shall include a reverter clause as follows: Reverter A lot reverts to the City of Corpus Christi if the grantee fails to construct a single-family dwelling for low-income or moderate-income housing on such lot and obtain a certificate of occupancy for such dwelling within two years from the date of conveyance. In this context, low and moderate-income housing is defined as properties that are sold for a price that does not exceed the New Homes HOME/Housing Trust Fund (HTF) Purchase Price Limit for 1-Unit for the Corpus Christi Metropolitan Statistical Area (MSA) established and published annually by U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 92.254 or rented for an amount that does not exceed the Fair Market Rent for the Corpus Christi MSA established and published annually by the U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 888.115. The grantee agrees to abide by these conditions, and failure to comply with any of these conditions shall result in the automatic reversion of the lot and dwelling to the City of Corpus Christi. This condition is designed to maintain the integrity and purpose of the property per Texas Local Government Code 272.001(g). 7. Cost Recapture, Reverter, and Covenant Running with the Land Clause. Except for Lots 32 and 38, Jasmin Addition, the Special Warranty Deed for all lots sold shall include Cost Recapture, Reverter, and Covenant Running with the Land clause as follows: Cost Recapture, Reverter, and Covenant Running with the Land The City of Corpus Christi has conveyed the lot for less than market value to be used for low-income and moderate-income housing. In this context, low-income and moderate-income housing is defined as a property that is Page 2 sold for a price that does not exceed the New Homes HOME/Housing Trust Fund (HTF) Purchase Price Limit for 1-Unit for the Corpus Christi Metropolitan Statistical Area (MSA) established and published annually by U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 92.254 or rented for an amount that does not exceed the Fair Market Rent for the Corpus Christi MSA established and published annually by the U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 888.115. Within the next ten years from the date of execution, if any of the lots described herein are sold for a price that exceeds the most recently issued New Homes HOME/HTF Purchase Price Limit established and published annually by HUD or rented for an amount that exceeds the most recently issued Fair Market Rent established and published annually by HUD, the City of Corpus Christi is entitled to recapture the costs of the land. The recaptured costs of the land shall be calculated at $5.15 per square foot, representing the land's fair market value. A lot reverts to the City of Corpus Christi if: (1) a dwelling and lot are sold for a price that exceeds the most recently issued New Homes HOME/HTF Purchase Price Limit for 1- Unit for the Corpus Christi, TX MSA as established and published by the U.S. Department of Housing and Urban Development per 24 C.F.R. § 92.254-1 or (2) a dwelling and lot are rented for an amount that exceeds the most recently issued Fair Market Rent as established and published by the U.S. Department of Housing and Urban Development per 24 C.F.R. § 888.115-1 and (3) the City of Corpus Christi is not paid a cost recapture for the land value of the lot at $5.15 per square foot within 90 days of the sale or rental. Payment can be made at 1201 Leopard St, Corpus Christ, TX 78401 . The grantee agrees to abide by these conditions, and failure to comply with any of these conditions shall result in the automatic reversion of the lot and dwelling to the City of Corpus Christi. This restrictive covenant shall run with the land and bind all subsequent owners. These covenants shall run with the land for a period of 10 years from the date of this conveyance and shall automatically expire thereafter. This condition is designed to maintain the integrity and purpose of the property per Texas Local Government Code 272.001(g). 8. Non-Transferable. Prior to constructing a single-family dwelling for low-income or moderate-income housing outlined in this agreement, the Buyer shall not transfer the property described herein. Any attempt to do so shall be null and void, and the party responsible shall be liable for any resulting damages incurred by the other party. 9. Property Maintenance. Upon conveyance, Buyer shall maintain the described Page 3 properties by mowing all grass and vegetation as often as necessary to maintain a height of less than 12 inches, effective upon execution of this Agreement. Buyer shall not allow weeds or brush twelve inches or higher to grow on the described property. Additionally, the Buyer will keep the described properties free of litter and solid waste. 10. Closing. There shall be no formal closing for this transaction. Within 30 days of this Agreement's execution, Buyer will provide cash payment. Within 30 days of receipt of cash payment, Seller shall execute a Special Warranty Deed, drafted in accordance with the provisions of this Contract, conveying the Property to Buyer. Buyer will be responsible for recording the Special Warranty deed in the Real Property records of Nueces County. 11 . Survives Closing. This Contract survives the Conveyance of the Property and the delivery of the Special Warranty Deed and other necessary documents by Seller to Buyer, and all terms and conditions remain in effect between Seller and Buyer. 12. Property Condition. A. Buyer acknowledges and agrees that Buyer is purchasing the property "AS-IS" "WHERE-IS" and "WITH ALL FAULTS" without any warranties, representations or guarantees, either expressed or implied, of any kind, nature or type whatsoever from or on behalf of seller. Without limiting the generality of the foregoing, Buyer acknowledges and agrees that Seller hereby expressly disclaims any and all implied warranties concerning the condition of the property and any portions thereof, including but not limited to environmental conditions, presence or absence of hazardous materials and implied warranties of habitability, merchantability or fitness for a particular purpose. B. Buyer acknowledges and agrees that BUYER HAS NOT RELIED, AND WILL NOT RELY, upon any representations or warranties (oral or written) made by, or purportedly made on behalf of, Seller unless such representations and warranties are expressly set forth in this Contract. C. Except as otherwise specifically provided in this Contract, Buyer agrees that no representation by or on behalf of Seller have been made to Buyer as to the condition of the Property, any restrictions related to the condition of the Property, any restrictions related to the development of the Property, the applicability of or compliance with any governmental requirements, including but not limited to environmental laws or the suitability of the Property for any purpose whatsoever. Page 4 D. Buyer releases Seller from any claims it may have against the Seller now or in the future under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.A §§ 9601 et seq. as amended; the Resource Conservation and Recover Act, 42 U.S.C.A. §§ 6901 et seq. as amended; the Texas Solid Waste Disposal Act, Tex. Health & Safety Code §§ 361 .001 et seq. as amended; any other analogous state or federal statute; and common law arising from the environmental conditions of the Property or the presence of hazardous substances, solid wastes, or any other pollutants or contaminants on the Property. 13. Broker's Commission. Seller and Buyer have not commissioned a Broker to represent their interests, and neither are responsible for any brokerage or real estate commissions in connection with this Contract. Any costs associated with services to either party are the responsibility of the party that contracted the services. 14. Essential. Time is of the essence in closing this transaction. 15. Effective Date. The effective date of this Real Estate Sales Contract is the date on which the Contract is signed by the Seller. 16. Governing Law and Venue. This Agreement is subject to all federal, State, and local laws, rules, and regulations. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 17. Supersedes previous agreements. This Contract constitutes the only agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties respecting the subject matter of this Contract. 18. Counterparts: Multiple original copies of this contract may be executed, and the execution of this contract may be through the execution by the parties of separate counterparts. All of the original copies of this contract together shall constitute one agreement, binding on all of the parties hereto notwithstanding that the parties hereto may or may not be signatories to the same counterpart. Each of the undersigned parties authorizes the assembly of one or more original copies of this contract, such that each such original copy of this contract shall consist of (i) the body of this contract and (ii) counterpart signature pages and acknowledgment pages which collectively include all of the signatures and acknowledgments of the parties hereto. Each such contract shall constitute one original of this contract. 19. Assignment: Buyer shall not assign this Contract. Seller shall not assign this Contract. In the event an assignment is attempted, in violation of this Section, then Page 5 Buyer's rights under this Contract shall automatically and immediately terminate without notice. 20. Breach of Contract. Buyer's failure to develop the conveyed parcels for low- income or moderate-income housing as defined herein constitutes a breach of contract. Seller has all remedies in law for a breach of contract. 21 . Government Function. This Agreement is to perform a governmental function solely for the public benefit, and the City does not waive its immunity by entering into and performing its obligations under the Agreement. 22. Deed Amendment. Upon request from Buyer, Seller will file an amended Special Warranty Deed if Buyer has started construction of a single-family dwelling but will be unable to obtain a certificate of occupancy within 2 years of the conveyance. The amended Special Warranty Deed will provide an additional year to obtain a certificate of occupancy prior to reversion. Page 6 Seller City of Corpus Christi Jeff H. Edmonds, P.E., Director of Engineering Services THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on 202_, by Jeff H. Edmonds, P.E., Director of Engineering Services of the City of Corpus Christi, a Texas municipal corporation, on behalf of said corporation. Notary Public in and for the State of Texas APPROVED AS TO LEGAL FORM THIS DAY OF 202 Assistant City Attorney City Legal Department Page 7 Buyer Thanksgiving Homes. Gary Allsup, President and Chief Executive Officer THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on 202_, by Gary Allsup, President and Chief Executive Officer of Thanksgiving Homes. Notary Public in and for the State of Texas Page 8 �.Wi• it I � r�A r 406 1. ••. r•a��! • •off "•r1 a...►� - - - - i A„e. • ..�9 �14 APPRAISAL r- • s w . � 4.y�� • ..r Vie, Y �►J M ■ f � � I •... rr •'mow I 1 i a•� y N r f ' r REPORT 1 1 1 , • • th Street, Corpus NuecesCounty, Texas -.0. . . ............... CLIENT lowerypa.com April 26, 2024 Bobby Harraid, Jr. City of Corpus Christi Property& Land Acquisition Manager 1201 Leopard Street, Corpus Christi,Texas 78469-9277 VACANT LAND 536 19'"Street, Corpus Christi, Nueces County,Texas In accordance with your request and authorization,we have completed an Appraisal Report of the captioned property for the purpose of developing an opinion of the market value of the subject property. It is our intent to comply with 12 CFR, Subpart C -Subsection 34.42(g), Department of the Treasury, Office of the Comptroller of the Currency, as well as the Uniform Standards of Professional Appraisal Practice (USPAP) and FIRREA. It should be noted that the undersigned have experience in appraising properties considered similar to the subject, in the subject market area, and therefore comply with the Competency Rule as outlined in USPAP. The following report, plus the Addenda, sets forth our findings and conclusions. Maps, plats and photographs that are considered essential to explain the reasoning followed in making the appraisal have been included and the conclusions are expressed therein.Also, no hazardous materials orwaste were noted upon inspection of the subject property.Please refer to the Basic Assumptions and Limiting Conditions section of this report. USPAP Standards Rule 1-2(h) states that an appraiser must identify the scope of work necessary to complete an assignment.The scope of work is acceptable when it is consistent with: (1) the expectations of participants in the market for the same or similar appraisal services; and (2) what the appraiser's peers' actions would be in performing the same or similar assignment in compliance with USPAP. In the case of the subject property, both of these USPAP criteria have been met. NOTEWORTHY POINTS ■ The subject property is a 0.0733-acre (3,192 SF) vacant tract of land. ■ The subject is neither under contract of sale, nor is it listed for sale on the open market. ■ The Sales Approach was fully developed herein.The Income and Cost Approaches to value were omitted and not considered necessary for credible assignment results. The Cost Approach was not considered to be applicable due to the lack of improvements located on the subject site which contribute value. The Income Approach was not considered to be applicable due to the subject as a non-income producing piece of land. The omission of the Income and Cost Approaches to value are not considered to, in any way, reduce the reliability of the value conclusions herein. The appraisal, subject to the assumptions and limiting conditions as expressed herein and conducted according to the Uniform Standards of Professional Appraisal Practice, led us to develop an opinion of market value as follows: VALUE CONCLUSION Status Interest Date Value As Is Fee Simple April 16,2024 $16,000 Support and explanation for our value conclusion is explained in detail in the contents of the attached report. It has been a pleasure to assist you, and if we can be of service to you in the future, please let us know. Lowery Property Advisors, LLC MARIO CARO,MAI,AI-GRS,SR/WA BRIAN BORMANN Texas State Certified General Real Estate Appraiser Texas State Certified General Real Estate Appraiser Certificate No.TX1334889-G Certificate No.TX1381102-G mario@lowerypa.com brian@lowerypa.com BENJAMIN SAUNDERS JEFFREY K.WALTERS Texas State Certified General Real Estate Appraiser Texas State Certified General Real Estate Appraiser Certificate No.TX1381348-G Certificate No.TX1380924-G bsaunders@lowerypa.com jeff@lowerypa.com CONTENTS SALIENTDATA................................................................................................................................................................... 1 SUBJECTPHOTOS ............................................................................................................................................................. 2 INTRODUCTION ................................................................................................................................................................4 SCOPEOF WORK............................................................................................................................................................. 5 REGIONAL......................................................................................................................................................................... 6 NEIGHBORHOOD........................................................................................................................................................... 10 DEMOGRAPHICS............................................................................................................................................................ 16 ECONOMICUPDATE...................................................................................................................................................... 20 SITEDESCRIPTION........................................................................................................................................................... 27 PROPERTYHISTORY ........................................................................................................................................................33 REALESTATE TAXES.........................................................................................................................................................34 HIGHEST & BEST USE .......................................................................................................................................................35 LANDVALUATION..........................................................................................................................................................37 MARKETING / EXPOSURE TIME ...................................................................................................................................... 47 ASSUMPTIONS & LIMITING CONDITIONS......................................................................................................................48 CERTIFICATION............................................................................................................................................................... 50 ADDENDUM.................................................................................................................................................................... 51 SALIENT DATA CORPUS CHRISTI•TEXAS VACANT LAND SALIENT DATA GENERAL Date of Valuation April 16, 2024"As Is" Date of Inspection April 16, 2024 Property Rights Appraised Fee Simple SITE Location The subject property is located along the east side of 19th Street,just north of Mary Street. The address associated with the subject property is 536 19th Street, Corpus Christi, Nueces County, Texas. Site Description Per the Nueces County Appraisal District, the subject site is a 0.0733- acre (3,192 SF) tract of vacant land. The site is generally rectangular in shape with generally level topography.The property is not located in a designated flood plain. Reader is referred to the Site Description section for further details. Legal Description Lot 2, Jasmin Addition, City of Corpus Christi, Nueces County, Texas Zoning "RS-6" -Single-Family 6 District IMPROVEMENTS General Description The subject site is currently vacant land with no improvements. HIGHEST & BEST USE As Vacant Residential development PA 2024.04.139 PAGE 1 SUBJECT PHOTOS CORPUS CHRISTI•TEXAS VACANT LAND SUBJECT PHOTOS =d: AK I _ " 1, LPA 2024.04.139 PAGE 2 � 4g► N w;. 973 2 N Marguerite St 425 M' .• .- k r M-y St F.t,rry St p _- rrAftn »: G ' � t 4 •- �' -a ■ ■ Morris M rr - ■ St Joseph School - ,,:,� re pa it rlo:e ` .ci3 St Juseph:s I Catholic Church r■a, pI �v+mommmmmwww+f ■ �, �I _ i a. pia i 6 ' INTRODUCTION CORPUS CHRISTI•TEXAS VACANT LAND INTRODUCTION This is an Appraisal Report, which is intended to comply with the reporting requirements set forth under Standards Rule 2-2(a) of the Uniform Standards of Professional Appraisal Practice for an Appraisal Report. Supporting documentation concerning the data, reasoning and analyses is retained in the appraiser's file. The depth of discussion contained in this report is specific to the needs of the client and for the intended use stated below. The appraiser is not responsible for unauthorized use of this report. Furthermore, as agreed upon with the client prior to the preparation of this appraisal, this is an appraisal as set forth by USPAP. TYPE OF VALUE The value definition employed in this report is Market Value as defined in 12 CFR - Part 34.44 (FIRREA), Department of the Treasury, Office of the Comptroller of the Currency. Market value means the most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: ■ Buyer and seller are typically motivated; ■ Both parties are well informed or well advised,and acting in what they consider their own best interests; ■ A reasonable time is allowed for exposure in the open market; ■ Payment is made in terms of cash in US dollars or in terms of financial arrangements comparable thereto; and ■ The price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. Intended Use Internal Management Decisions Intended Users City of Corpus Christi Client City of Corpus Christi Interest Valued Fee Simple Date of Valuation April 16, 2024 "As Is" Date of Inspection April 16, 2024 Date of Report April 26, 2024 PA 2024.04.139 PAGE 4 SCOPE OF WORK CORPUS CHRISTI•TEXAS VACANT LAND SCOPE OF WORK The scope of the assignment relates to the extent and manner in which research is conducted, data is gathered and analysis is applied. In preparing this appraisal, the appraisers did the following: ■ Inspected the subject property; ■ Search the applicable market area for comparable market data. We utilized multiple sources including but not limited to: Costar, Loopnet, area brokers, local MLS, as well as our proprietary database. ■ Interviewed landowners and local brokers familiar with the subject area and considered their insight of the current market and transactions; ■ Obtained information from surrounding counties and area jurisdictions regarding zoning, taxes, property history, flood plain, utilities, etc. ■ Developed an opinion of the market value via the Sales Approach. The inclusion or exclusion of approaches to value was determined by LPA and not our client. ■ The Sales Approach was fully developed herein. The Income and Cost Approaches to value were not considered necessary for credible assignment results. The omission of the Income and Cost Approaches to value are not considered to, in any way, reduce the reliability of the value conclusions herein. The Cost Approach was not considered to be applicable due to the lack of improvements located on the subject site. The Income Approach was not considered to be applicable due to the subject as a non-income producing piece of land. ■ To develop the opinion of value, the appraiser performed an appraisal process, as defined by the Uniform Standards of Professional Appraisal Practice. Extraordinary Assumptions & Hypothetical Conditions It is emphasized that per USPAP, "the use of extraordinary assumptions and or hypothetical conditions may have affected assignment results." These terms are defined as follows: Extraordinary Assumption, "an assignment-specific assumption as of the effective date regarding uncertain information used in an analysis which, if found to be false, could alter the appraiser's opinions or conclusions." This report is made with the following extraordinary assumption(s): ■ None Hypothetical Condition, "a condition, directly related to a specific assignment, which is contrary to what is known by the appraiser to exist on the effective date of the assignment results, but is used for the purpose of analysis." This report is made with the following hypothetical condition(s): ■ None LPA 2024.04.139 PAGE 5 REGIONAL CORPUS CHRISTI•TEXAS VACANT LAND REGIONAL The subject is located in the Corpus Christi Metropolitan Statistical Area (MSA) which is located on the Texas Gulf Coast, approximately midway between Houston and the Mexican border. It is 200 miles southwest of Houston, 200 miles south of Austin, 130 miles southeast of San Antonio and 130 miles north of the Mexican border.The MSA covers three counties-Aransas, Nueces, and San Patricio. I)ALI ti .il iD I"- 6} "a _.. rxKe eer ''"I" raemercsT caerwscrielsa 4��' Corpus ChrlSiltang y4 s 'g Roue Dun LPA 2024.04.139 PAGE 6 REGIONAL CORPUS CHRISTI•TEXAS VACANT LAND DEMOGRAPHICS According to Esri, the 2021 population estimate of the Corpus Christi Metropolitan Area is 442,600, making it the 7th largest metropolitan area in the Texas. Based on that estimate, the area gained approximately 5,300 new residents between 2020 and 2021.The main industries of the area include military, oil production, shipping, and construction. Leisure and hospitality industries are also important to the area, as the coast attracts many tourists. ECONOMICS Corpus Christi MSA Corpus Christi's economy has paused in recent months, with job growth slowing nearly to a halt. Professional services and government have been especially weak, declining since August. However, core manufacturing is advancing a bit faster than most other industries. The unemployment rate has been relatively steady in the range of 4.5%, more than 0.5 percentage point higher than the national rate. The labor force has stopped rising in recent months after gaining earlier in 2023, but it remains above where it was in early 2020. Housing market data have been mixed. Manufacturing was weak in 2023, but the chances of a rebound in 2024 are beginning to improve. Petrochemical refining as well as equipment and supplies related to drilling makes up the bulk of local production. From the peak in March 2022 through mid-2023, oil prices fell by approximately $50 per barrel, setting in motion a decline in Texas' active drill rigs throughout 2023. The subsequent price gyrations only added to uncertainty, further subduing exploration. On the positive side, exploration companies have been able to boost production of existing wells via improvements in productivity. The forecast is for West Texas Intermediate to rise back into the mid-$80 per barrel range this year, the expectation is that once companies are confident prices will remain elevated, the industry will revive. Separately, in early 2023, Tesla began constructing a lithium-refining facility near Corpus Christi that will support the production of batteries for electric vehicles. The company projects that the plant will be operational in 2024, initially resulting in a few hundred permanent jobs. In the meantime, the facility's construction is adding an additional 500 or more jobs. The logistics industry should continue the recovery that began toward the end of 2023 following a decline through most of the year. One factor behind the recovery is that the Port of Corpus Christi Ship Channel is working on an expansion after receiving federal funding at the end of 2022. Completion is expected this year, resulting in a wider and deeper port better able to accommodate rising export flows of energy and agricultural products. Further, Cheniere is planning a 12 million-ton per year expansion of its local natural gas liquefaction facility. A driver of this activity has been Russia's invasion of Ukraine, which led European and other natural gas importers to seek alternative sources of supply. As a result, in 2022, the U.S. became the world's second-largest exporter after Qatar. LPA 2024.04.139 PAGE 7 REGIONAL CORPUS CHRISTI•TEXAS VACANT LAND Residential construction rebounded modestly from its sharp contraction in 2022, but still-elevated mortgage rates will limit further gains in 2024. After house prices fell in the first half of 2023, prices have begun to rise moderately. But demographics will curb gains in housing in the longer term. In particular, there has been no population growth in recent years. One reason is that because the number of high-wage jobs is only half the national share, out-migration occurs as workers search for better jobs elsewhere.Another constraint is that the number of adults with a bachelor's degree is only two-thirds the national share, limiting the metro area's attractiveness for employers considering relocation. Strengths ■ Port of Corpus Christi expansions lead to growth in exports. ■ Rising demand for LNG boosts the distribution industry. Weaknesses ■ Lack of well-paying jobs accelerates outmigration as residents relocate to larger metro areas such as Dallas and Houston. ■ Uncertainty surrounding oil prices causes oil companies to hold back on investment. 2019 2020 2021 2022 2023 INDICATORS 2024 2025 2026 2027 2028 26.8 25.5 27.7 26.8 27.3 Gross metro product (C12$bil) 28.2 28.8 29.6 30.4 31.3 0.4 -5.1 8.5 -3.0 1.8 %change 3.2 2.2 2.6 2.9 3.0 193.9 181.3 183.9 190.3 194.8 Total employment (ths) 197.5 199.5 201.0 202.4 203.9 0.3 -6.5 1.4 3.5 2.4 %change 1.4 1.0 0.8 0.7 0.7 4.3 9.1 7.1 4.9 4.5 Unemployment rate (%) 4.2 4.2 4.2 4.1 4.1 6.0 4.7 10.5 2.2 6.7 Personal income growth (%) 4.4 4.4 4.4 4.5 4.5 55.5 57.3 58.9 61.4 64.0 Median household income ($ths) 66.1 68.3 70.7 73.3 75.9 445.7 446.0 447.8 451.4 455.1 Population (ths) 458.2 460.9 463.5 466.1 468.6 -0.2 0.1 0.4 0.8 0.8 %change 0.7 0.6 0.6 0.6 0.6 -2.5 -0.6 1.7 3.2 2.6 Net migration (ths) 1.9 1.7 1.6 1.7 1.8 1842.0 1819.0 2423.0 2092.0 1894.4 Single-family permits (#) 1377.1 1484.9 1600.5 1599.4 1571.2 214.0 277.0 366.0 5.0 67.8 Multifamily permits (#) 451.0 442.0 472.4 494.0 484.1 3.0 4.6 12.0 14.3 3.0 FHFA house price (1995Q1=100) 1.4 -0.9 -0.1 1.1 2.1 Moodys Analytics PA 2024.04.139 PAGE 8 REGIONAL CORPUS CHRISTI•TEXAS VACANT LAND MAJOR ATTRACTIONS Corpus Christi is a popular tourist destination because of its mild climate and location. It is the most frequented vacation destination in Texas with 10.61 million annual visitors.Most visitors are the traditional summer beach visitors and "Winter Texans" which pump an estimated$1.35 billion annually into the local economy. Corpus Christi convention activity is focused in the area at the north end of Shoreline Boulevard near the Harbor Bridge. The American Bank Center Convention Center events support a number of hotels in the downtown Bay Front area.The center(located at 1901 N.Shoreline Boulevard-north of IH 37 and east of US 181) opened in late 2004 and features a 2,526-seat auditorium, a sports arena seating 10,500 and meeting and exhibition space. The sports arena is home to Corpus Christi's Ice-rays hockey team and the Texas A&M - Corpus Christi University basketball teams. Whataburger Field is home to the Corpus Christi Hooks, the Double-A affiliate of the Houston Astros. TRANSPORTATION Corpus Christi International Airport The Corpus Christi International airport serves the coastal bend of Texas.The four airlines that serve CCIA are American, Southwest, and United Airlines. These airlines provide direct flights to both airports in Houston as well as in Dallas. Port of Corpus Christi The Intracoastal Waterway and the Port of Corpus Christi make Corpus Christi a major transportation and bulk cargo center. The port is the 8th largest in the nation in terms of annual tonnage and is located mid-way along the Texas coast on the Gulf of Mexico (approximately 150 miles north of the United States/Mexico border) just north of IH 37 and the Central Business District (CBD). Low-cost barge transportation is available on this 1,177-mile waterway that links Corpus Christi with 9,812 miles of commercially navigable waterways in the mid-continent regions of the Mississippi River and its tributary systems as well as 2,500 miles of waterway along the Gulf of Mexico. The Texas Department of Transportation The main thoroughfares that serve the area are I-37,which provides easy access to San Antonio, State Highway 35, which connects the area to Houston, and US Highway 77, which connects 7n� the area to the Rio Grande Valley. Other important roadways include State Highways 358 and 361, which connect the city to Padre Island. CONCLUSION Corpus Christi will improve slowly in 2024 as the energy and distribution industries recover. Longer term, weak population growth and other structural factors will constrain growth. PA 2024.04.139 PAGE 9 REGIONAL CORPUS CHRISTI•TEXAS VACANT LAND NEIGHBORHOOD A neighborhood is typically a segment of a community, city or town which is a homogeneous grouping of individuals, buildings or business enterprises within the larger community. A neighborhood has three stages of life and possibly a fourth. They are (1) integration (the development stage), (2) equilibrium (the static stage), (3) disintegration (the declining or decaying stage), and possibly (4) a redevelopment or rejuvenation state or period and continuance of the neighborhood life cycle. o 0 0 0 ©Mea nsville Cemetery 0 Doyle 11 UFO P Posit.Cemeteryq /fake Park H-E_B. Duth Park Asa ANNAVILLE (yw� 164I • `\\ 0 4 North Beacl/ Texas State Aquarium oJBorchard _ nal Fairgrounds .......n - � C,Or u iiChrl5tl f � SUBJECT i' CF=�- Violet O 'C © Cole Park CENTRAL tIiY A Corpus Christi r 0 International 0 O Airport he Home pot' 0 ® �.MOLINA 0 3a ®4 (�'�.Driscaf Chtldref Memory `�Hoepita'' Gardens Funeral Home &Cemetery P L5? yes 0 .:r Un Tet o I 0 Carpus Christi Gun Clubv H-E-B® � Sams Club BAY ARE v Tierra Grande L� F431 souTn AIDE Petronila Lam'= (J 0 (2_g South Texas 01 Botanical W Gardens& Pre Modern American Cheer Nature Center 777 O O C O n r LPA 2024.04.139 PAGE 10 REGIONAL CORPUS CHRISTI•TEXAS VACANT LAND • LOCATION The subject property is located in the City of Corpus Christi, Nueces County, Texas.The subject neighborhood is best defined by use patterns, as well as the location of major thoroughfares and natural boundaries. Neighborhood boundaries are generally defined as the city limits of Corpus Christi. GENERAL INFO Corpus Christi is a coastal city in the South Texas region, which is 130 miles southeast of San Antonio. Corpus Christi has a population of 327,423 people with a median age of 35.7 and a median household income of $57,387. Between 2016 and 2021 the population of Corpus Christi grew from 325,734 to 327,423, a 0.52% increase and its median household income grew from $54,344 to $57,387, a 5.60% increase. This city is home to a number of popular destinations for both tourist and residents. Most of the local economy is driven by tourism and the oil and petrochemicals industry.The city's location provides opportunities for water sports and nature tourism. Some of the most visited attractions are located on North Beach, where the Texas State Aquarium and the USS Lexington Museum on the Bay are located. The Port of Corpus Christi, which is the fifth largest U.S. Port and deepest inshore port on the Gulf of Mexico, handles mostly oil and agricultural products. Corpus Christi is home to several institutions of higher learning such as Texas A&M University-Corpus Christi, De Mar College, and numerous vocational schools. The city has six school districts which provide primary and secondary education for residents. The market area is a combination of vacant land, single-family residential, retail, multifamily, office and industrial uses. Retail/commercial development is primarily located along major thoroughfares such as SH 358(South Padre Island Drive). Residential uses are located on secondary thoroughfares. PA 2024.04.139 PAGE 1 1 REGIONAL CORPUS CHRISTI•TEXAS VACANT LAND CORPUS CHRISTI DOWNTOWN Corpus Christi's Downtown/Bayfront area has great hotels, some of the city's finest dining options, a marina and museums. The Marina Arts District in downtown features excellent eateries, art, original music and festivals. The Sports, Entertainment and Arts District (SEA District) is located at the southern edge of the Corpus Christi Ship Channel.The SEA District includes the Museum of South Texas, the Corpus Christi Museum of Science and History, Concrete Street Amphitheater and Hurricane Alley Waterpark. Whataburger Field, home to the Corpus Christi Hooks (Double-A affiliate of the Houston Astros), is also located in the SEA District. McGee Beach is located on the downtown seawall and offers a beach that is perfect for children and fishing along the jetties. The Mirador de la Flor is located on the Corpus Christi Bayfront Seawall which is located at the Peoples Street T-Head and is popular among tourists. Selena Quintanilla Perez was an 'r,l� acclaimed Tejano singer born in Corpus Christi whose life and music touched the community and many people around the :` w world. The life size-bronze statue was sculpted by H.W. "Buddy" _ Tatum, awell-known Corpus Christi artist. MM Established in 1923, the Corpus Christi Yacht Club is located in Downtown Corpus Christi along Coopers Alley.The two-story private club is equipped with a full-service restaurant/bar and outdoor pool which hosts various events such as weddings, luncheons, and social �- gatherings. The Yacht Club regularly hosts regattas and offers a learn-to-sail program to both members and non-members between ages 6-18. This allows students to learn about water safety, rigging techniques, sailing skills, knots, and weather before venturing outside of the club's marina by the end of season. LPA 2024.04.139 PAGE 12 REGIONAL CORPUS CHRISTI•TEXAS VACANT LAND NAVAL AIR STATION CORPUS CHISTI NAS Corpus Christi was commissioned on March 12, 1941 after a board found that a lack of training facilities capable of .- meeting an emergency demand for pilots constituted a grave situation. NAS CC provided intermediate flight training in World War II, training naval pilots to fly SNJ, SNV, SNB, OS2U, PBY, and N3N airplanes. In 1944 it was the largest naval aviation training facility in the world. The facility covered 20,000 acres, had 997 hangars, shops, barracks, warehouse and accessory buildings. Today, Training Air Wing FOUR produces approximately 400 newly qualified aviators each year via the "Maritime Pipeline" for shore-based US Navy, US Marine Corps and US Coast Guard fixed—wing jet and turboprop aircraft. Training Air Wing FOUR consists of four squadrons which handle training in the T-613 Texan II, a single engine turboprop aircraft and advanced training in the twin engine T-44C Pegasus aircraft. NAS Corpus Christi is also home to the Corpus Christi Army Depot, the largest helicopter repair facility in the world. NORTH BEACH DEVELOPMENTS North Beach is the home of Corpus Christi's top tourist attractions - The USS Lexington Museum and the Texas State Aquarium,which both attract approximately 800,000 visitors annually.The USS Lexington Museum is a World War II vintage aircraft carrier that now services as a naval aviation museum and educational facility. Commissioned in 1943, the carrier served the United States longer and set more records than any other carrier in the history of naval aviation. The Texas State Aquarium mission is to engage people with animals, inspire appreciation for our seas and support wildlife conservation. North Beach offers a good variety of places to eat and drink and awesome bayfront views, a 1.5-mile-long sandy beach, and Concrete Beachwalk. Two fishing jetties are located on North Beach at the north and south ends. In 2017, Frazier started planning Lighthouse Pointe, a $25 million project at the tip of North Beach on the west side of U.S. Highway 181, across from the subject property.The complex will feature 159 luxury + rs one, two, and tree-bedroom apartment _ units, eight townhomes, a marina, spa, restaurant, chapel and a 136-foot Texas lighthouse.As of June 2022,the construction is still on going and is expected to be complete before the end of 2022. PA 2024.04.139 PAGE 13 REGIONAL CORPUS CHRISTI•TEXAS VACANT LAND ACCESS Access to the subject neighborhood is considered good due to its close proximity to U.S. Highway 181 to the west. U.S. Highway 181 originates in downtown Corpus Christi and connects Corpus Christi to Portland and extends far northwest to San Antonio. Interstate 37 is to the south of the subject which provides a direct link to both Interstate Highway 35 and Interstate Highway 10 in San Antonio. Interstate 69E/ US Highway 77 connects the city to Brownsville to the south and Victoria and Waco to the north. Texas State Highway 44 is a main thoroughfare that connects Corpus Christi to Laredo and the western part of South Texas by way of Interstate 69W / US Highway 59, Interstate 35, and US Highway 83. The inner-city public transportation is provided by Corpus Christi Regional Transportation Authority with its bus route. Other primary thoroughfares include Highway 286 (Crosstown Expressway) and Highway 358 (South Padre Island Drive). UTILITIES The majority of the city of Corpus Christi is adequately served by all the typical utilities, including water, sewer, electric service, natural gas, septic and public telephone. Major utility companies servicing the neighborhood include the City of Corpus Christi and TXU Electric Company. NUISANCES & HAZARDS Nuisances and hazards are limited in the subject neighborhood. Vibration, smoke, smog, odors and intense noise are basically related to vehicular traffic along the major thoroughfares. As in any area, traffic density poses problems ranging from congestion to noise. These problems are not severe and are a natural part of most communities. PA 2024.04.139 PAGE 14 REGIONAL CORPUS CHRISTI•TEXAS VACANT LAND LIFE CYCLE Each neighborhood has a unique and dynamic quality all its own, given man's unique imagination, design and development of an area. This quality is described as a "life cycle,"which is identified in The Appraisal of Real Estate as evolving through the following four stages. Growth Neighborhood gains public favor and acceptance Stability Equilibrium without marked gains or losses Decline Diminishing demand Revitalization Renewal, modernization and increasing demand Overall, the subject neighborhood appears to be in the stability period of its life cycle. Land prices have increased. The immediate area is a well-established area within the city of Corpus Christi and is considered to be approximately 70%developed. Properties appear to range in age from new to over 50 years. CONCLUSION The subject neighborhood is located in Corpus Christi, Nueces County, Texas. Demand for virtually all types of real estate in this area has been mostly stable in recent years. The future growth of the neighborhood relies heavily upon the strength of the economy and the overall strength of the real estate market within the entire Corpus Christi area. The subject property displays good locational attributes in the defined neighborhood and should benefit from any positive economic conditions experienced by the immediate area. PA 2024.04.139 PAGE 15 DEMOGRAPHICS CORPUS VACANT I-AND DEMOGRAPHICS The following pages summarize data generated by the STDB. gpesa Slt- f'1- p 4 ' r DEMOGRAPHICS CORPUS CHRISTI•TEXAS VACANT LAND Gesri' Prepared by Esri Rings: 1,3, 5 mile radii _atitude. 21.i8513 Longitude: -97.41330 1 mile 3 miles 5 miles Mortgage Income 2023 Percent of Income for Mortgage 15.41/❑ 14.99'❑ 17.5% Median Household Income 2023 Median Household Income $29,337 $38,894 $44,917 2028 Median Household Income $31,857 $42,995 $50,795 2023-2028 Annual Rate 1.66% 2.03% 2.49% Average Household Income 2023 Average Household Income $46,562 $61,618 $66,667 2028 Average Household Income $52,576 $68,934 $74,688 2023-2028 Annual Rate 2.46% 2.27% 2.30% Per Capita Income 2023 Per Capita Income $17,402 $23,069 $24,901 2028 Per Capita Income $19,986 $26,211 $28,271 2023-2029 Annual Rate 2.81% 2.59% 2.57% GINI Index 2023 Gini Index 46.5 46.3 44.5 Households by Income Current median household income is$44,917 in the area,compared to$72,603 for all U.S.households.Median household income is projected to be$50,795 in five years,compared to$82,410 for all U.S.households Current average household income is$66,667 in this area,compared to$107,008 for all U.S.households. Average household income is projected to he$74,688 in five years,compared to$122,048 for all U.S.households Current per capita income is$24,901 in the area,compared to the U.S.per capita income of$41,310. The per capita income is projected to be$28,271 in five years,compared to$47,525 for all U.S.households Housing 2023 Housing Affordability Index 141 148 126 2010 Total Housing Units 6,163 31,472 53,604 2010 Owner Occupied Housing Units 2,218 14,574 27,494 2010 Renter Occupied Housing Units 3,001 13,103 20,352 2010 Vacant Housing Units 944 3,795 5,758 2020 Total Housing Units 5,695 28,942 51,426 2020 Owner Occupied Housing Units 1,859 12,778 25,067 2020 Reuter Occupied Housing Units 2,797 12,136 19,982 2020 Vacant Housing Units 1,D05 4,039 6,362 2023 Total Housing Units 5,740 29,074 52,077 2023 Owner Occupied Housing Units 2,009 13,289 26,415 2023 Renter Occupied Housing Units 2,626 11,509 18,746 2023 Vacant Housing Units 1,103 4,276 6,916 2028 Total Housing Units 5,766 29,270 52,525 2028 Owner Occupied Housing Units 2,046 13,423 26,713 2028 Renter Occupied Housing Units 2,603 11,405 18,656 2028 Vacant Housing Units 1,117 4,442 7,156 1 mile 3 miles 5 miles Population 2010 Population 15,913 78,073 134,958 2020 Population 13,782 68,641 123,036 2023 Population 13,573 67,628 122,310 2028 Population 13,486 66,949 121,485 2010-2020 Annual Rate -1.431/a -1.281/. -0.92% 2020-2023 Annual Rate -0.47% -0.46% -0.18% 2023-2028 Annual Rate -0.13% -0.20% -0.14% 2020 Male Population 51.9% 50.1T. 49.8% 2020 Female Population 48.1% 49.9% 50.2% 2020 Median Age 38.8 39.2 38.6 2023 Male Population 50.8% 49.7% 49.3% 2023 Female Population 49.211h 50.3% 5D.7% 2023 Median Age 37.3 37.9 37.6 In the identified area,the current year population is 122,310.In 2020,the Census count in the area was 123,036. The rate of change since 2020 was-0.18%annually.The five-year projection for the population in the area is 121,485 representing a change of-0.14%annually from 2023 to 2028.Currently,the population is 49.3%male and 50.7%female. Median Age The median age in this area is 37.6,compared to U.S.median age of 39.1. LPA 2024.04.139 PAGE 17 DEMOGRAPHICS CORPUS CHRISTI•TEXAS VACANT LAND i esn" Demographic and Inc. _ Profile Prepared by Esri Ring: 3 mile radius Latitude: 27.78513 Longitude: -97.41330 Summary Census 2010 Census 2020 2023 2028 Population 78,073 68,641 67,628 66,949 Households 27,677 24,914 24,798 24,828 Families 18,147 16,020 15,642 15,594 Average Household Size 2.72 2.65 2.62 2.59 Owner Occupied Housing Units 14,574 12,778 13,269 13,423 Renter Occupied Housing Units 13,103 12,136 11,509 11,405 Median Age 35.9 39.2 37.9 39.6 Trends: 2023-2028 Annual Rate Area State National Population -0.20% 0.970/. 0.300/. Households 0.02% 1.151% 0.499% Families -0.06% 1.161% 0.44% Owner HHs 0.20% 1.38% 0.66% Median Household Income 2.03% 2.56% 2.57% 2023 2028 Households by Income Number Percent Number Percent <$15,000 4,308 17.4% 4,068 16.40/. $15,000-$24,999 3,362 13.61/o 2,923 11.8%a $25,000 $34,999 3,549 14.31/. 3,295 13.3% $35,000 $49,999 3,592 14.51/. 3,487 14.0% $50,000 $74,999 3,865 15.6% 4,026 16.2% $75,000-$99,999 2,582 10.41/6 2,870 11.6% $100,000-$149,999 2,106 8.5% 2,450 9.9% $150,000-$199,999 647 2.61/. 827 3.3% $200,000+ 786 3.21/o 880 3.5% Median Household Income $38,894 $42,995 Average Household Income $61,618 $68,934 Per Capita Income $23,069 $26,211 Census 2010 Census 2020 2023 2028 Population by Age Number Percent Number Percent Number Percent Number Percent 0-4 5,866 7.5% 4,106 6.0% 4,507 6.7% 4,435 6.61f. 5-9 5,713 7.3% 4,318 6.3% 4,495 6.61/. 4,243 6.31/n 10- 14 5,500 7.0% 4,574 6.7% 4,419 6.5% 4,258 6.41/n 15- 19 5,627 7.2% 4,704 6.9% 4,326 6.4% 4,105 6.11/o 20-24 5,309 6.8% 4,279 6.20/a 4,317 6.40/. 4,160 6.2% 25-34 10,217 13.1% 8,815 12.8% 9,264 13.7% 8,356 12.5% 35-44 9,147 11.7% 8,404 12.20% 8,116 12.0% 8,390 12.5% 45-54 11,115 14.2% 8,058 11.7% 7,313 10.8%a 7,301 10.91% 55-64 8,857 11.3% 9,530 13.91/a 8,168 12.1% 7,525 11.21/o 65-74 5,245 6.7% 6,929 10.10% 6,890 10.2% 7,333 11.00/0 75-84 3,789 4.9% 3,351 4.9% 3,953 5.8% 4,738 7.1% 85+ 1,686 2.2% 1,574 2.3% 1,857 2.7% 2,105 3.11/n LPA 2024.04.139 PAGE 18 DEMOGRAPHICS CORPUS CHRISTI•TEXAS VACANT LAND esri- Demographic and Inc. _ Profile Prepared by Esri Ring: 3 mile radius Latitude: 27.78513 Longitude: -97.41330 Trends 2023-2028 2.s z 2 L W � 1.5 a-' 1 �° 0.5 Area State 0- f USA Population Households Families Owner HHs Median HH Income Population by Age 12 10 c 8 v L a 6 4 2023 2 2028 0 0-4 5-9 10-14 15-19 20-24 25-34 35-44 45-54 55-64 65-74 75-84 85+ 2023 Household Income $1SK-$24K 13.6% $25K-$34K 14.3% [$15K 17.4% $200K+ $35K-549K 3.2% 14.5% $150K-$199K 2.6% $100K-$149K 8.5% $50K-$74K $75K-$99K 15.61% 10.4% LPA 2024.04.139 PAGE 19 ECONOMIC UPDATE CORPUS CHRISTI•TEXAS VACANT LAND ECONOMIC UPDATE LPA is committed to monitoring the current economic environment. The following section analyzes several current economic factors such as the lingering effects of COVID-19, inflation, gas prices, supply chain issues, unemployment, etc. and the effects on commercial real estate. COVID-19 As COVID-19 began in 2020, unemployment reached a high of 14.7%. GDP declined 34% in Q2 2020, The CARES Act, enacted shortly after the beginning of COVID, was a shot in the arm of the U.S. economy. Throughout 2020 and as we entered 2021, the economy began to ease slightly. In 2021 the U.S. began offering four vaccines: Johnson & Johnson, Pfizer, Moderna, and Novavax. Although riddled with supply chain problems and closing businesses, the unemployment rate continuously decreased to 3.5%where it stands as of August 2022. GDP has increased since Q2 2020. The U.S. government has enacted various monetary and fiscal policies to assist the economy, such as $377 billion in emergency grants and loans for small businesses and decreasing the federal fund rate. Although the economy is recovering from COVID-19, these are still unpredictable times. Outlined below is a timeline of important events in the history of the pandemic. Jan 2020 The first instance of the coronavirus is seen in the U.S. Mar 2020 The World Health Organization declares COVID-19 a worldwide pandemic. Mar 2020 President Trump signs a $2 Trillion economic stimulus bill. Feb 2021 Pfizer, Moderna, and Johnson &Johnson vaccine all approved for emergency use. Mar 2021 Congress passes the American Rescue Plan, the largest stimulus bill to date. Mar 2022 The Federal Reserve raised interest rates for the first time since 2018 in order to combat rapid inflation. Jun 2022 U.S removes Covid testing requirement for travel into the United States. May 2023 COVID-19 Public Health Emergency officially ended May 1 1'" in the U.S. Nov 2023 The newest variant, HV.I, arrives in the U.S. as it's currently responsible for 25%of new cases. Apr 2024 FDA approves emergency use for CorDx's at home test that tells whether you have the flu or COVID-19 PA 2024.04.139 PAGE 20 ECONOMIC UPDATE CORPUS CHRISTI•TEXAS VACANT LAND UNEMPLOYMENT The COVID-19 pandemic accelerated already emerging trends in slow labor force growth and higher demand for skilled labor. The number of jobless claims skyrocketed in March 2020, when the pandemic officially began, with official unemployment numbers reaching 23.1 million or 14.7%. Unemployment has steadily declined over the following months, with the unemployment rate as of July 2023 recorded at 3.5%, which is back to pre-pandemic levels. In 2022, US employers added a total of 4.5 million new jobs,which is the second strongest year in the past 40 years after 2021. The majority of the new jobs were led by the leisure and hospitality industry as well as professional and business services. Despite the low unemployment rate and job creations, industries are still having problems being understaffed as people used COVID-19 to change jobs and careers, leaving holes in the industries they've left behind.Career changes and the need to work remotely have led to a worker shortage, especially in the food service and hospitality industries. The chart below shows the monthly unemployment rate since April 2021. UNEMPLOYMENT RATE 16.00% 14.00% 12.00% 10.00% 8.00% 6.00% 4.00% 2.00% 0.00% N N N N N N N N N N N N N N N N N N N c U � c 0) - U � c 0) - U LL - Q o m U- Q o m U- Q o m U- Q Q O o Q O o Q O o Federal Reserve Bank of St. Louis PA 2024.04.139 PAGE 21 ECONOMIC UPDATE CORPUS CHRISTI•TEXAS VACANT LAND INFLATION Inflation has hit the United States hard since the beginning of 2021. Inflation is the rate of increase in prices over a given period of time. The most common form of measurement is the Consumer Price Index (CPI). This measures the percentage change in price over a "basket" of goods and services in households. According to the U.S Bureau of Labor Statistics, the annual inflation rate in the U.S. has slowed more than expected to 3.2% in July 2023 from an over 40-year high of 9.1% in June 2022. The below chart using data from the U.S. Bureau of Statistics shows the inflation rate over the last 40 years and the increase of inflation in the U.S. since April 2020, and the start of the COVID-19 pandemic. INFLATION SINCE 1982 14.00% 12.00% 10.00% 8.00% 6.00% 4.00% 2.00% 0.00% -2.00% -4.00% N V 10 Co O N V 10 Co O N V 10 Co O N V O C0 O N V Co Co Co Co 01 01 C` O O O O O N N N Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q U.S. Bureau of Statis PA 2024.04.139 PAGE 22 ECONOMIC UPDATE CORPUS CHRISTI•TEXAS VACANT LAND GAS PRICES Since the beginning of 2022, the national average has remained above the 3 years prior and indicates a downward trend. Prices dropped 32 cents in July, and 79 cents in August. After a historic 98-day streak of falling gas prices, the average rose a penny near the end of September. The longest streak was 1 15 days in 2014-2015. There are several complicated, important factors involved in the increase and decrease in gas prices over the last several months.The following chart shows the national average gas price per gallon of the prior 4 years. GAS PRICES SINCE 2019 $6.00 $5.00 $3.60 $4.00 $3.00 $2.00 $1.00 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 2019 2020 2021 2022 }2023 2024 U.S. Energy Information Administration The sharp increase can be contributed to the Russia/Ukraine war as Russia is the 2nd largest exporter of oil in the world. Since beginning in February 2022, the Russia/Ukraine conflict has caused Russia to become heavily sanctioned, playing an important factor in the increase of gas prices. Although the U.S. is the world's leading gasoline producer, production has decreased since late 2019. Additionally, refineries closing at the beginning of COVID-19 have led to a decrease in operating oil refineries leading to higher demand than supply. Refineries increase their rates when demand is higher than supply due to the need of the product and the increased willingness of people to pay for that product. Some reasons for the sharp decrease in gas prices involve panic over inflation driving down prices, people driving less due to the high gas prices, and the Biden administration's release of emergency oil from the national stockpile. PA 2024.04.139 PAGE 23 ECONOMIC UPDATE CORPUS CHRISTI•TEXAS VACANT LAND INTEREST RATES Prime Rate is individually determined by banks and often used as a reference rate (also known as the base rate) for several types of loans. Examples of the types of loans using this rate include credit card loans and small business loans. The prime rate is used by banks to lend to consumers and are fixed and typically do not change over extended periods of time. Secured Overnight Financing Rate is a benchmark interest rate that institutions utilize for business and consumer loans. The Secured Overnight Financing Rate (SOFR) is the dominant benchmark rate after the US LIBOR panels ended on June 30, 2023. Unlike its predecessor, SOFR incorporates actual lending transaction data amongst institutions making it a more reliable source. Federal Funds Rate is set by the Federal Open Market Committee (FOMC). This rate is the target at which excess reserves are lent and borrowed amongst commercial banks overnight. This rate influences short-term rates on credit cards and consumer loans as well as piquing investors' interest by impacting the stock market. INTEREST RATES 10.00% 8.00% 6.00% 4.00% 2.00% 0.00% O O O N N N N N N N N N N N N N N N N N N N N N Q U Q U Q U Q U Q O O Q ° Q ° Q O ° Q O ° Q -SOFR -Fed Fund -PRIME FedPrimeRate To combat higher than average inflation, rates began increasing in early 2022. Interest rates and capitalization rates generally move in tandem. Increased cost of capital commonly results in upward pressure on capitalization rates which can, but does not always, cause softening in the market. LPA is committed to monitoring and analyzing the impact of increasing interest rates. PA 2024.04.139 PAGE 24 ECONOMIC UPDATE CORPUS CHRISTI•TEXAS VACANT LAND BANKING Silicon Valley Bank became the 2nd largest bank collapse in U.S. history at the time (until First Republic Bank's collapse a month later) on March 1 Ot", 2023. After the largest bank run in U.S. history, SVB was seized by the Federal Deposit Insurance Corporation (FDIC), and then sold to First Citizens Bancshares. Signature Bank became the 3rd largest bank collapse in U.S. history at the time, following SVB's collapse days prior. Unable to bounce back from the combination of the crypto exchange FTX's collapse and SVB's collapse, Signature experiences a bank run and ultimately collapses. First Republic Bank is currently the 2nd largest bank failure in U.S. history, despite the banking industry's best efforts to save it. The almost $100 Billion dollars pumped into First Republic wasn't enough to prevent them from selling assets, ultimately being seized and sold. Mar 8 2023 Silicon Valley Bank creates panic after announcing it sold$21 billion in securities at a loss Mar 9 2023 Silicon Valley Bank clients withdraw$42 billion, creating the largest bank run in U.S. history Mar 10 2023 As Silicon Valley Bank officially collapses, Signature Bank experiences a multi-billion dollar bank run Mar 11 2023 The 1 1 largest U.S. banks give First Republic Bank$30 billion while JPMorgan Chase gives$70 billion Mar 12 2023 Signature Bank is seized by the FDIC and assets sent to Signature Bridge Bank during the bidding process Mar 19 2023 Signature Bridge Bank is bought by New York Community Bank and put under the Flagstar Bank subsidiary Apr 28 2023 FDIC seizes control of First Republic Bank after it begins selling assets at a loss, causing stock to drop May 1 2023 First Republic bank is officially closed and sold to JPMorgan Chase Aug 2 2023 Heartland Tri-State Bank officially becomes Dream State Bank after closing Friday, July 28t" Jan 31 2024 New York Community Bancorp (NYCB) is now experiencing trouble as stocks fell 46%and lost$252 million Apr 12 2024 Less than half of U.S. banks have pledged collateral to the Federal Reserve's emergency lending facility. PA 2024.04.139 PAGE 25 ECONOMIC UPDATE CORPUS CHRISTI•TEXAS VACANT LAND SUPPLY CHAIN As businesses re-opened due to the slowing of COVID-19, e-commerce accelerated the demand for products, which quickly outpaced the capacity of manufacturing plants. Businesses have begun to focus on near-sourcing materials closer to their manufacturing plants and ultimately closer to the end users. The need to decrease the demand and delays at ports and other entry points was a major reason for companies to focus more on manufacturing from home and less on importing goods and materials. The supply chain issues began in 2020 after computer processor chip manufacturers began slowing and shutting down operations due to the COVID pandemic, resulting in manufacturers not being able to keep up with the increased demand of computer electronics due to a large number of companies moving towards work from home policies. CONCLUSION The current economic environment is ever changing. As mentioned previously, LPA is working diligently to capture and analyze current market data to reliably quantify impacts on real property values, national and regional. As the situation evolves, LPA is committed to monitoring current events and how they impact the commercial real estate market. PA 2024.04.139 PAGE 26 SITE DESCRIPTION CORPUS CHRISTI•TEXAS VACANT LAND SITE DESCRIPTION PHYSICAL Location The subject property is located along the east side of 19th Street, just north of Mary Street. The address associated with the subject property is 536 19th Street, Corpus Christi, Nueces County, Texas. Legal Description Lot 2, Jasmin Addition, City of Corpus Christi, Nueces County, Texas Size / Configuration / Flood Zone Per the Nueces County Appraisal District, the subject site is a 0.0733-acre (3,192 SF) tract of vacant land. The site is generally rectangular in shape with generally level topography. The property is not located in a designated flood plain. Frontage / Accessibility The subject's site displays adequate frontage to support improvements. The subject site is considered to possess ample access to the subject's traffic carrier which is a secondary traffic carrier for the area and is in average overall condition. Utilities Public water and sewer service are provided by the subject's municipality. According to city officials, these utilities are sufficient for the development in the area. In addition, the city provides fire and police protection along with garbage pick-up. Electrical and natural gas are provided by the region's typical providers. At the present time, all utilities appear to be sufficient for area development patterns. PA 2024.04.139 PAGE 27 SITE DESCRIPTION CORPUS CHRISTI•TEXAS VACANT LAND LEGAL Zoning / Restrictions The subject site is zoned as "RS-6" -Single-Family 6 District by the City of Corpus Christi. The Single-Family 15, 10 and 6 zoning districts provide for orderly suburban residential development and redevelopment. A limited number of public and civic uses are allowed, subject to the restrictions necessary to preserve and protect the single-family character of the neighborhood. It is noted that the subject does not meet the minimum lot area, minimum lot width, minimum yards, and street frontage required by the development standards; however, per conversation with Mark Orozzo with the Corpus Christi Planning and Zoning Department, the subiect lot is a non-conforming lot, but could be sold and developed as the lot was platted before the establishment of the current zoning standards. Table 4.3.3 Residential Development(single-family districts)DISTRICTS FR RE RS-22 R5-15 RS-10 RS-6 RS-4.5 Min Lot Area 5 ac. 1 ac. 22,000 15,000 10,000 6,000 4,500 ...................................... Min.Lot Width(Ft.) 150 100 75 50 50 50 45 Min.Yards(ft.) 25 25 20 Street 50 25 25 25 Street(corner) 25 25 See 4.2.10 Side(single) 25 15' 10 5 5 5 5 Side(total) 50 30, 20 10 10 10 10 Rear 25 15 10 5 5 5 5 Min.Open Space 30% 30% 30% 30% 30% Max.Height(ft.) 45 35 35 35 35 35 35 Easements / Encroachments The subject site is encumbered by typical utility easements. Due to the general location of these easements, they are not considered detrimental toward development and/or the site's overall marketability. No other detrimental easements and/or encroachments were noted upon physical inspection of the subject tract. It should be noted, however, that if a current survey map, or a registered surveyor determines that adverse easements exist, these factors might impact the market value and/or the marketability of the subject property. Therefore, it is assumed that no easements and/or encroachments exist, which would adversely affect the marketability or desirability of the site. CONCLUSION Given the physical characteristics, the subject site is capable of being developed with a residential use. PA 2024.04.139 PAGE 28 .�. . L _ - _- 1liole%ta Ctirwr •. Y ,y r I � _ Larrr�.c St a.. Hprn .. :,. , F A4nes SP' Agrics St kit Aqs ef.St II dd ] .. 1 relmY+Leiile';'.t II r A � M,rg,,ellte St - ,- i PA argue?it a Marguerrte.s't 71 MarySt d - Mrry Stoposq �. 17. R Pr- eIgh School ,Ir h omb St, . Moms St I Ivlaldonad'•o - Heatinq F Air Cc'cman Ave C Ieman --m Cs Inman Ave Coleman A'+e MIA& - N - + Ruth Si - _ W t •. l w # n 8 0 � k* r h . $ - SFO lid � ueces County �`" . f- mrnunity Action.. 4lakin w - Bj Idwin'Couris H Bald r�`iiir'TE0 r9s -A-L ` �'�� " The Sall Ian P.— Tne Salvation Arm ..._ P . pp u oty,�enfer _n w�ies� ftdl"" N.# . r *1 • ;n Wi gglnHomes- L ., • 248908 248927 1 228358 228354 248907 248928 248906 i 248929 248905 { 248930 A 248904 ' R 248931 248903 248932 i 248902 248933 �•' f' 248901 r` At pop i I SITE DESCRIPTION CORPUS CHRISTI•TEXAS VACANT LAND t�� I MARGUERITE ST -CN-1 ZONING I51a 2018 1_219 2215 2213 2209 2205 —2203 — ` - 512 — 514 rf� - � 51G — — — 429 rr 518 — 503. 52a 502 05 . .' 2025 20 14 2212 2210 2208L220'6521 522 S07 508 11 R � .526 l 511 H '528. 513 �— S BJECT -15� 2034 2a2s I �21 MARY ST � J 519 �} y 538 ! AAARY Z MARY 2031 —2029 2025 2 CI 2105 t 2032 202E I 2121 ST I 1 RM-3 CI Zoning:RS-6 2217 2211 _ ORDINANCE 032603 ORDINANCE1 11/15/2021 6:QD PM OVERLAY SPi21-07 `^ TAG RS-6 CASE—NUM 0921-02 LPA 2024.04.139 PAGE 31 n Howard 5tLJ s A?� y ■ Fit .. SA taiedo S, f7Te !a'a. :F CiJ ^ wrt r`: w,►Y A+�®r-s , ��% ak CC ' r "i, , ■ Mary .t st 'Y thaw`-t Mary .'2L tit-,�. (. f 1 orr i,, lf _ l.lf I r "•^-,_ l hM1cf '"54 v * :: rn:a j t,s' � Frr,,ir a•,N .. l+aril man`A+e !n 1 ' r J1h St' ;f KinsoMng Ct-�- 7�c° •_ �'°�v, �' a en _.•_ f Hanccrc4 Ave m A ,a. .' j ! Wiggins-Homes!O 4 r 43ufor`d!st � ter' ... - ,�,utsud tit a; ,R CHRISTi4S 5P-0 n ' ' ' ' • r Hpspital Corpus CFirisl sts... Hospital Slvd MwrganFAve- Morgan ✓�4 r�, s'i} '; 'J�' ! .-.'S 7sMW ! r r PROPERTY HISTORY CORPUS CHRISTI•TEXAS VACANT LAND PROPERTY HISTORY Ownership of the subject property is currently vested in the City of Corpus Christi, as evidenced by the county deed records.The subject was involved in a non-arm's length transaction on April 13,2023, in which the current owner was gifted the property from ERF Real Estate Inc. Given the non-arm's length nature of the transaction, the transaction is not analyzed herein. No other known real property transactions related to the subject property were reported in the three-year period prior to the date of this report. The subject is neither listed for sale, nor is it under contract of sale. The subject property is currently vacant land and is not leased. No other history was provided. The following is the county tax card for the subject: A Property Details A Property Values Property ID: 248902 Geographic ID:3775-0000-0020 Improvement Homesite Value: $0(+) Type: Real Zoning:IRS Improvement Non-Homesite Value: $0(+) Property Use: Land Homesite Value: $0(+) Land Non-Homesite Value: $15,960(+) Situs Address: 536 19th ST CORPUS CHRISTI,TX 78405 Agricultural Market Valuation: $0(+) Map ID: U-38 Mapsco: Legal Description: JASMIN LT 2 Value Method: C Abstract/Subdivision: S3775-JASMIN Market Value: $15,960(_) Neighborhood: EN251 Agricultural Value Los $0(-) Owner ID: 120357 Appraised Value: $15,960(=) Name: CITY OF CORPUS CHRISTI Homestead Cap Loss:O $0(-) Agent: Mailing Address: 1201 Leopard St Assessed Value: $15,960 Corpus Christi,TX 78401-2162 Ag Use Value: $0 %Ownership: 100.0% Exemptions: EX-XV-Other Exemptions(including public property,religious organizations,charitable organizations,and other property not reported elsewhere) For privacy reasons not all exemptions are shown online. PA 2024.04.139 PAGE 33 REAL ESTATE TAXES CORPUS CHRISTI•TEXAS VACANT LAND REAL ESTATE TAXES The subject property is located in Corpus Christi, Nueces County, Texas and is taxed based on values established by the county tax assessors.The tax rates are applied to the assessed value of the subject property, and the taxes for the subject property are then estimated.The taxes are estimated per$100 of assessed value. This property is subject to taxes for the City of Corpus Christi, Nueces County, and Corpus Christi Independent School District. The subject currently displays an assessment of $15,960 ($5.00/SF), which is considered reasonable for the property; however, the property displays an exemption of$10,101, resulting in a taxable value of$5,859,which is considered favorable for the subject given the following opinion of value, yet reasonable for use herein. Current taxes are calculated as follows: PROPERTY TAX CALCULATION Acct #:248902 Authority Assessed Value Rate /$100 Tax Liability City $5,859 $0.5997740 $35 County $5,859 $0.5624970 $33 School $5,859 $0.9690000 $57 $2.1312710 $125 LPA 2024.04.139 PAGE 34 HIGHEST&BEST USE CORPUS CHRISTI•TEXAS VACANT LAND HIGHEST & BEST USE The Appraisal Institute defines highest and best use as follows: "The reasonably probable and legal use of vacant land or an improved property, which is physically possible, appropriately supported, financially feasible, and that results in the highest value." The four criteria the highest and best use must meet are: PHYSICALLY POSSIBLE M LEGALLY PERMISSIBLE - What uses of the site in question are What uses are permitted by zoning and physically possible? deed restrictions? FINANCIALLY FEASIBLE'. MAXIMALLY PRODUCTIVE Among the financially feasible uses that Which possible and permissible uses will are physically possible and legally produce a net return to the owner of the permissible, which use will produce the site? highest net return or the highest present worth? There are two types of highest and best use studies. The first is the highest and best use of the land or site as though vacant. The second is the highest and best use of the property as improved. The highest and best use of land or a site as though vacant assumes that the parcel is vacant or can be made vacant by demolishing any improvements. The question to be answered in this analysis is: If the land is, or were vacant, what use should be made of it? The highest and best use of a property as improved pertains to the use that should be made of an improved property in light of its improvements. Should it be maintained as it is, or be renovated, expanded, demolished, or partly demolished? Should it be replaced with a different type or intensity of use, or should it be held as an interim use? The improvements should be retained as long as they have some value and the return from the property exceeds the return that would be realized by a new use, after deducting the costs of demolishing the old building and constructing a new one. PA 2024.04.139 PAGE 35 HIGHEST&BEST USE CORPUS CHRISTI•TEXAS VACANT LAND HIGHEST & BEST USE - AS VACANT Physically Possible The subject site is a 0.0733-acre (3,192 SF) tract of vacant land. The site is rectangular in shape. The address associated with the subject property is 536 19t" Street, Corpus Christi, Nueces County, Texas. Accessibility to the site is curb cuts along the traffic carrier. Overall,access is considered average.The property has all necessary utilities in place and is generally level in regards to topography. The site is primarily surrounded by residential uses and vacant land off of secondary streets and secondary commercial uses along primary thoroughfares.Access to the subject's neighborhood is considered good due to its location near area primary traffic carriers. The principle of conformity is an important consideration in determining the physically possible uses of a site. Conformity is the appraisal principle that holds that real property value is created and sustained when the characteristics of a property conform to the demands of its market. The styles and uses of the properties in an area may conform for several reasons, including economic pressures; the shared preferences of owners for certain types of structures, amenities, services; and the enforcement of uniform standards by zoning ordinances. Based on the subject's physical characteristics and the principle of conformity, the subject site would most likely be developed with a residential use. Legally Permissible The site is zoned "RS-6" - Single-Family 6 District by the City of Corpus Christi. According to city officials, this zoning has many residential or service uses.This zoning provides for a uniform set of standards for development, including parking and building setbacks. Other than zoning, no private deed restrictions were uncovered during a normal investigation, which would further limit the potential uses of the subject site. Nonetheless, a title policy is strongly suggested in order to guarantee the absence of adverse restrictions. No other legal restrictions or covenants were found to be imposed on the subject property at the time of the appraisal,which would further restrict its development. The research supports the physical indication that the site's most probable use, as if vacant, would be for some form of residential use. Financially Feasible & Maximally Productive The prior consideration of physically possible uses and legally permissible does not significantly narrow the use of the subject property. Based on market data presented in this report, it appears that residential development is likely feasible. After considering legal, physical and financial alternatives, it is our opinion that the highest and best use of the subject site, as if vacant, is for some sort of residential development. PA 2024.04.139 PAGE 36 LAND VALUATION CORPUS CHRISTI•TEXAS VACANT LAND LAND VALUATION The principles of real estate appraisal are basic to the sales comparison approach; however, one of the most important is the principle of substitution. "As applied to the sales comparison approach, the principle of substitution holds that the value of a property tends to be set by the price that would be paid to acquire a substitute property of similar utility and desirability." The sales comparison approach is a method of estimating market value whereby a subject property is compared with comparable properties that have sold recently. One premise of the sales comparison approach is that the market will determine a price for the property being appraised in the same manner that it determines the prices of comparable, competitive properties. Essentially, the sales comparison approach is a systematic procedure for carrying out comparative shopping. As applied to real estate, the comparison is applied to the unique characteristics of the economic good that cause real estate prices to vary. PA 2024.04.139 PAGE 37 LAND VALUATION CORPUS CHRISTI•TEXAS VACANT LAND III linwara 51 _l� .o K—Dd 6r xda 5t * Y Howard Sr ,..rAwelM1 51 COMP MAP k Mayhy Clr � .. Sou[hl ahtA br Eva. 'kem tn� A 5 wa.rem crr - 4ar St l.arr'i At, �Jry �"o _ yx<do SS tv A9de5 54 o Agues St �, �~ r tAar4uerhe 5 - m� SUBJECT NMarvse onarr5° a o" St Jos epn5 3 tau 5r H x Morns sr Catnnue Church 7 ~ a _ { z cale.aa++AwB a 7avala Flrnaentary COMP 7 _ _ ee` School Ar. 41 R T Q� 11 anc rxk A•r 'ap'e - 'S['datlo _6 a c nippy+a s+ 2 a mara s 4���ye auforr';+ a Navala 5+ - CW9 S+ 5-to El ens Sl m a Yn Fi spital'eled Th+ gam rr Elena Sl n ` N Calgn S+ � n Morgan Ave 5 Bif x " Segre e ayS y� t p10 ayt =COMP - wrsr pm C R HiFlo® v 2 4 BM er c; � 10 gp at9� ve J0 - o y D ' Qidaraw p`5 n 0 y a COMP 5 ss a Braniff sr A:+¢'e S[ �ry $ S+inaan St. y S � a �g'L wrlahrst a C urtl f c.St � t1F' a S ha Corpus Christ, cab rt State Li"in rj Deltt¢`r Falrchlld 5t HB sey3} Ci y y$dJF]$ ~hv 6r'sr l5 COMP S Rosa Sh a'N flememary a„ F: ,p 4ry sr � 4E, N Wr�e� ma.'Sr Hawk ear°,rp a ❑ bra Sr ��. � 5'0� 4�0 ,�� �. 4 J H E B park S.ali:nas.Park �syr� sego B�v'ars, uw r� Del filar College -r Heritage Campus 41 i?. Marlin Mi3dle Srhool .� rsr r fyy mcq Ile Y Flome Rd PafR partm Park RPartmenls ; m a°y Catholic the King � ¢= Calholir Church� s L.M.5t .J Belt F.McDonald Pubic Library 81 `•` m4'A-51 >° y�M Social Security eqo, y te,. Adi-nm 5;ration dart LadpofPilnr S q�r +rave hnr s, , pal colic Church �V tic s,':nrn sr N Sr PA 2024.04.139 PAGE 38 LAND VALUATION CORPUS CHRISTI•TEXAS VACANT LAND COMPARABLE 1 bq � 1�7.i - I M Address 2842 Morris Street, Date of Sale Listing Corpus Christi, Texas Sales Price $29,000 Price Per Acre $202,118 PHYSICALPrice Per SF $4.64 Size (acres) 0.143 Size (SF) 6,250 Grantor: Ismael Jr& Crystal Marie Davila Zoning RS-6 Grantee: Listing Shape Generally Rectangular Recording Listing Topography Generally Level Confirmation Broker Utilities AIIAvailable The property is located along the north side of Morris Street,just to the west of Harmon Street. The property is not located within a designated flood zone. Source: Cori Diaz (361) 765-3312 LPA 2024.04.139 PAGE 39 LAND VALUATION CORPUS CHRISTI•TEXAS VACANT LAND COMPARABLE 2 1 ti 4 - � k r�1i C OJT, Gn Address 715 18th Street, Date of Sale April 11, 2024 Corpus Christi, Texas Sales Price $30,000 Price Per Acre $209,088 PHYSICALPrice Per SF $4.80 Size(acres) 0.143 Most Reverend William Michael Size(SF) 6,250 Grantor: Mulvey, as Bishop of the Catholic Diocese of Corpus Christi Zoning RM-3 Grantee: Thanksgiving Homes Shape Generally Rectangular Recording 2024012440 Topography Generally Level Confirmation Broker Utilities AIIAvailable The property is located along the west side of 18th Street,lust north of Coleman Avenue.The property is not located in a designated flood plain. Source: Rhonda Dowell (361) 549-1 148 PA 2024.04.139 PAGE 40 LAND VALUATION CORPUS CHRISTI•TEXAS VACANT LAND COMPARABLE 3 MME r' f l Address 2925 Rogers Street, Date of Sale February 22, 2024 Corpus Christi,Texas Sales Price $26,000 Price Per Acre $234,657 PHYSICAL DATA Price Per SF $5.39 Size(acres) 0.1 1 1 Size(SF) 4,826 Grantor: Shopklava, LLC Zoning RS-6 Grantee: Rogelio Hernandez&Monica Hernandez Rubio Shape Generally Rectangular Recording 2023033815 Topography Generally Level Confirmation Broker Utilities All Available The property is located at the southeast corner of Washington Street and Rogers Street.The property is not located in a designated flood plain. Source: Victor Saldana (361) 442-3470 PA 2024.04.139 PAGE 41 LAND VALUATION CORPUS CHRISTI•TEXAS VACANT LAND COMPARABLE 4 r g Address 1204 Sabinas Street, Date of Sale September 6, 2023 Corpus Christi, Texas Sales Price $1 1,000 Price Per Acre $202,263 PHYSICAL DATA Price Per SF $4.64 Size (acres) 0.054 Size (SF) 2,369 Grantor: Sri Reddy Zoning RS-6 Grantee: Jennifer Trevino Shape Generally Rectangular Recording 2023033815 Topography Generally Level Confirmation Broker Utilities AIIAvailable • The property is located along the east side of Sabinas Street,just south of Buford Street.The property is not located in a designated flood plain. Source: Jeremy Spear (361) 563-7047 PA 2024.04.139 PAGE 42 LAND VALUATION CORPUS CHRISTI•TEXAS VACANT LAND COMPARABLE 5 I lee 1 '10 , lump Address/ 1321 V erbena Street, Date of Sale January 24, 2023 Location Corpus Christi,Texas Sales Price $25,000 Price Per Acre $231,801 PHYSICAL DATA Price Per SF $5.32 Size(acres) 0.11 Size(SF) 4,698 Grantor: Consuelo Rivera Zoning RS-6 Grantee: Mayra Montemayor Shape Generally Rectangular Recording 2023002733 Topography Generally Level Confirmation Broker Utilities All Available • The property is located along the west side of Verbena Street,just south of Morgan Avenue.The property is not located in a designated flood plain. Source: Nora Hinojosa (361)558-5916 PA 2024.04.139 PAGE 43 LAND VALUATION CORPUS CHRISTI•TEXAS VACANT LAND LAND SALES SUMMARY The market data utilized for the basis of this analysis is considered the best available and indicative of current market trends for undeveloped land in the subject market area. Components that affect the sale price of vacant land are numerous, but the most prominent are property rights conveyed, terms, conditions of sale, market conditions, size, location, physical features, zoning and public utility availability. The following criteria and subsequent adjustment grid have been implemented in order to reconcile the quality and quantity of the data available and analyzed within this approach to value. Property Rights The adjustment for property rights conveyed recognizes that differences in legal interest or estate between the subject and the comparable properties may occur. In this analysis, all the sales occurred in fee simple title and therefore, no adjustments were made. Financing Terms The adjustment for cash equivalency takes into account the fact that the transaction price of the comparable property may not be equal to its cash equivalent price. All the sales utilized in this analysis were cash to seller transactions or transactions involving market financing, and no adjustment for cash equivalency was necessary. Conditions of Sale Adjustments for conditions of sale are intended to recognize motivations of the buyer and the seller that are unique to ordinary market conditions. All of the comparable market data utilized herein were arm's length transactions. With respect to this factor, Comparable 1 is an active listing and warranted a downward adjustment to account for negotiations from the asking price. Market Conditions Each of the previous sales have been given consideration for the lapse of time between the date of sale and the effective date of this appraisal. Sales that occur at times with inferior market conditions warrant upward adjustments to account for value gains, while sales that occur at times of superior market conditions warrant downward adjustments to account for value losses; sales that that occur at times with relatively similar market conditions warrant no adjustment as overall values have remained relatively stable.With respect to this factor, no adjustments were warranted. Location Differences in value occur due to varying degrees of accessibility, exposure and surrounding development to a site. Access is often determined by corner locations, natural barriers, ease of entrance on and off of major thoroughfares, etc. Surrounding development also plays an important part of locational influences for a property. With respect to this factor, no adjustments were warranted. LPA 2024.04.139 PAGE 44 LAND VALUATION CORPUS CHRISTI•TEXAS VACANT LAND Size Size is a factor that must be considered when comparing vacant land sales. Typically, but not always, larger tracts sell for a lower unit value. Therefore, when making comparisons on a per unit basis, such as price per unit, the larger tracts tend to be adjusted upward and the smaller tracts tend to be adjusted downward to accurately reflect the differences. With respect to this factor, materially larger tracts of land were adjusted upward accordingly, and materially smaller tracts of land were adjusted downward accordingly. Physical Features The overall site characteristics of each sale have been compared to the subject site. These include traits such as drainage, site preparation expense, topography, and configuration. Configuration, if irregular, may limit development. With respect to this factor, no adjustments were warranted. Utilities The availability of public utilities such as water, electric power and sanitary sewer service have an impact on property values since the non-availability of such utilities could restrict the overall development and/or potential use of an individual site.Therefore,when analyzing vacant land, it is important to determine whether or not public utilities are available. If they are not available, the appraiser must examine to what extreme a potential developer would have to go in gaining access to such services. With respect to this factor, no adjustments were warranted. Zoning Adjustments for zoning typically recognize the different densities and restrictions of different zoning classifications, as well as use potential, and directly relates these differences between the comparable sales and the subject property. The zoning classifications and/or use potential for the sales utilized are deemed similar to that of the subject. It should be noted that the subject does not meet the minimum lot area, minimum lot width, minimum yards, and street frontage required by the development standards; however, per conversation with Mark Orozzo with the Corpus Christi Planning and Zoning Department, the subiect lot is a non-conforming lot, but could be sold and developed as the lot was platted before the establishment of the current zoning standards. Comparable 1 and 2 conform with the zoning standards; however, no premium is observed on the market. With respect to this factor, no adjustments were warranted. PA 2024.04.139 PAGE 45 LAND VALUATION CORPUS CHRISTI•TEXAS VACANT LAND CONCLUSION In the final analysis of the subject property, similar weight was given to all of the sales. The following is the adjustment table with the concluded opinion of value via the Sales Approach. L SUBJECT 1 2 3 4 5 Date Current Listing Apr-24 Feb-24 Sep-23 Jan-23 Sale Price $29,000 $30,000 $26,000 $11,000 $25,000 SIZE-SF 3,192 6,250 6,250 4,826 2,369 4,698 Unit Price($/SF) $4.64 $4.80 $5.39 $4.64 $5.32 TRANSACTION ADJUSTMENTS Similar Similar Similar Similar Similar Property Rights Fee Simple 0% 0% 0% 0% 0% $4.64 $4.80 $5.39 $4.64 $5.32 Cash Cash Cash Cash Cash Financing Terms Cash 0% 0% 0% 0% 0% $4.64 $4.80 $5.39 $4.64 $5.32 Listing Normal Normal Normal Normal Conditions of Sale Arm'sLength -5% 0% 0% 0% 0% $4.41 $4.80 $5.39 $4.64 $5.32 Listing Apr-24 Feb-24 Sep-23 Jan-23 Market Conditions Current 0% 0% 0% 0% 0% $4.41 $4.80 $5.39 $4.64 $5.32 PROPERTY ADJUSTMENTS Similar Similar Similar Similar Similar Location Average 0% 0% 0% 0% 0% 6,250 6,250 4,826 2,369 4,698 Size SF 3,192 10% 10% 5% -5% 5% Physical Features Average Similar Similar Similar Similar Similar 0% 0% 0% 0% 0% Utilities Available Similar Similar Similar Similar Similar 0% 0% 0% 0% 0% Zoning IRS-6 Similar Similar Similar Similar Similar 0% 0% 0% 0% 0% Total Adjustment 10% 10% 5% -5% 5% Adjusted$/SF $4.85 $5.28 $5.66 $4.41 $5.59 Adjusted Mean$/SF IL $5.16 A value generally in-line with the mean is considered well supported. Concluded $5.15 Unit Value Land Size(SF) 3,192 Value Indication $16,439 Concluded Value 06,000 LPA 2024.04.139 PAGE 46 MARKETING/EXPOSURE TIME CORPUS CHRISTI•TEXAS VACANT LAND MARKETING / EXPOSURE TIME Consideration has been given to a reasonable estimated exposure and marketing period estimate for the subject property. Exposure Time as it relates to the subject is utilized in establishing market value. The Comment to Standards Rule 1-2 (c) of USPAP states that when estimating market value, the appraiser should be specific as to the estimate of exposure time linked to the value estimate. Reasonable exposure time is one of a series of conditions in most market value definitions. Exposure time is always presumed to precede the effective date of the appraisal. Exposure time may be defined as follows: the estimated length of time the property interest being appraised would have been offered on the market prior to the hypothetical consummation of a sale at market value on the effective date of the appraisal. Marketing Time is a function of various factors including, prevailing market conditions, the price of the product being marketed, the competitive position of the property in the market, and the amount and quality of marketing effort allocated to the property. It is strongly emphasized that the appraisers have no control of the aforementioned factors, nor can the appraisers anticipate or predict any of them. Therefore, it assumed that the property will receive an adequate marketing effort. Therefore, an estimated marketing period of 12 months or less and an exposure time of 12 months or less is considered reasonable. PA 2024.04.139 PAGE 47 ASSUMPTIONS&LIMITING CONDITIONS CORPUS CHRISTI•TEXAS VACANT LAND ASSUMPTIONS & LIMITING CONDITIONS "Report"signifies the appraisal or consulting report and its conclusions,to which these Assumptions and Limiting Conditions are annexed. "Property"signifies the subject of the Report. "LPA"means Lowery Property Advisors, LLC,or its subsidiary that issued the Report. "Appraiser(s)"means the employee(s) of LPA who prepared and signed the Report. The Report has been made subject to the following assumptions and limiting conditions: • Unless otherwise specifically noted in the body of the report,it is assumed that the title to the property or properties appraised is clear and marketable and that there are no recorded or unrecorded matters or exceptions to title that would adversely affect marketability or value.LPA is not aware of any title defects nor has it been advised of any representations relative to the condition of the title. LPA has not reviewed any documents dealing with liens, encumbrances, easements, deed restrictions, clouds and other conditions that may affect the quality of the title. Insurance against financial loss resulting in claims that may arise out of defects in the subject's title should be sought from a reputable title company which specializes in real property. • Unless otherwise stated in this report,the existence of hazardous material,which may or may not be present on the property was not observed by the appraisers. LPA has no knowledge of the existence of such materials on or in the property. LPA, however,is not qualified to detect such substances. The presence of substances such as asbestos, urea formaldehyde foam insulation, contaminated groundwater or other potentially hazardous materials may affect the value of the property.The value estimate is predicated on the assumption that there is no such material on or in the property that would constitute a loss in value. No responsibility is assumed for any such conditions, or for any expertise or engineering knowledge required to discover them. The client is urged to retain an expert in this field,if desired. LPA has inspected as thoroughly as possible by observation. However,it was impossible to personally inspect conditions beneath the soil.Therefore,no representation is made as to these matters unless specially considered in the appraisal. • The property is appraised free and clear of any or all liens or encumbrances unless otherwise stated. • Responsible ownership and competent property management are assumed. • The information furnished by others is believed to be reliable. However,LPA gives no warranty for its accuracy. • LPA assumes that all engineering is correct.The plot plans and illustrative material in this report are included only to assist the reader in visualizing the property. • If provided, the estimated insurable value is included at the request of the client and has not been performed by a qualified insurance agent or risk management underwriter.The cost estimate should not be solely relied upon for insurable value purposes. The appraisers are not familiar with the definition of insurable value from the actual insurance provider, the local government underwriting regulations,or the types of insurance coverage available.LPA has followed traditional appraisal standards to develop a reasonable calculation based upon industry practices and industry accepted publications such as the Marshall Valuation Service handbook.Actual construction costs can vary greatly from this estimate.These factors can impact cost estimates and are beyond the scope of the intended use of this appraisal. The appraisers are not cost experts in cost estimating for insurance purposes. • LPA assumes that there are no hidden or unapparent conditions of the property, subsoil, or structures that render it more or less valuable.No responsibility is assumed for such conditions or for arranging for engineering studies that may be required to discover them. • It is assumed that there is full compliance with all applicable federal, state and local environmental regulations and laws unless noncompliance is stated,defined,and considered in the Appraisal Report. • All applicable zoning and use regulations and restrictions are assumed to have been complied with, unless a nonconformity has been stated,defined,and considered in the Appraisal Report. • Required licenses, certificates of occupancy, consents, or other legislative or administrative authority from any local, state, or national government or private entity or organization are assumed to have been or can be obtained or renewed for any use on which the value estimate contained in this report is based. LPA 2024.04.139 PAGE 48 ASSUMPTIONS&LIMITING CONDITIONS CORPUS CHRISTI•TEXAS VACANT LAND • The utilization of the land and improvements is assumed to be within the boundaries or property lines of the property described and that there is no encroachment or trespass unless noted in the report. • All information, comments and conclusions pertaining to subject and other properties described represent the opinion of the appraiser formed after a personal examination of each. • The appraiser has no interest,present or prospective,in the subject property. • Sketches in this report are included to assist the reader in visualizing the property. • LPA assumes that there are no hidden or unapparent conditions of the appraised property,which would render it more or less valuable. Furthermore, the appraisers assume that there are no potentially harmful asbestos or other materials and/or site contaminants in, on, or near soil,subsoil,or structure of the appraised property and that there has been no disposal, discharge, leakage, or spillage of pollutants or contaminant which would render it more or less valuable,whether or not these materials or contaminants are apparent or hidden and unapparent. • No responsibility is assumed by the appraisers for these conditions. In addition, no responsibility is assumed by LPA for the cost of engineering and/or laboratory studies which might be required to discover such materials or contaminants. And no such engineering or laboratory studies have been ordered for the appraised property. • Disclosure by the appraiser of the contents of this Appraisal Report is subject to review in accordance with the by-laws and regulations of The Appraisal Institute. • The distribution,if any,of the total valuation in this report between land and improvements applies only under the stated program of utilization.The separate allocations for land and buildings must not be used in conjunction with any other appraisal and are invalid if so used. • Possession of this report, or a copy thereof, does not carry with it the right of publication, unless prior arrangements have been made. • The appraiser,by reason of this appraisal,is not required to give further consultation,testimony,or be in attendance in court with reference to the property in question unless arrangements have been previously made. • Neither all nor any part of the contents of this report (especially any conclusions as to value,the identity of the appraiser,or the firm with which the appraiser is connected) shall be disseminated to the public through advertising,public relations, news,sales, or other media without prior written consent and approval of the appraiser. • This appraisal was made in accordance with the Code of Professional Ethics and Uniform Standards of Professional Appraisal Practice as promulgated by the Appraisal Foundation and the Appraisal Institute. • Acceptance of and/or use of this report constitutes acceptance of all assumptions and limiting conditions stipulated. • The Americans with Disabilities Act("ADA") became effective January 26, 1992. LPA has not made a specific compliance survey and analysis of this property to determine whether or not it is in conformity with the various detailed requirements of the ADA. It is possible that a compliance survey of the property,together with a detailed analysis of the requirements of the ADA,could reveal that the property is not in compliance with one or more of the requirements of the Act.If so,this fact could have a negative effect upon the value of the property. Since we have no direct evidence relating to this issue, we did not consider possible non-compliance with the requirements of ADA in estimating the value of the property. • Unless otherwise noted in the body of the report, it is assumed that there are no mineral deposits or subsurface rights of value involved in this appraisal,whether they are gas,liquid,or solid. Nor are the rights associated with extraction or exploration of such elements considered unless otherwise stated in this Appraisal Report. Unless otherwise stated,it is also assumed that there are no air or developments rights of value that may be transferred. • By use of this Appraisal Report,each party that uses this Appraisal Report agrees to be bound by all of the Assumptions and Limiting Conditions,Hypothetical Conditions and Extraordinary Assumptions stated herein. LPA 2024.04.139 PAGE 49 CERTIFICATION CORPUS CHRISTI•TEXAS VACANT LAND CERTIFICATION We certify to the best of our knowledge and belief: • The statements of fact contained in this report are true and correct. ■ The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions and is our personal,impartial and unbiased professional analyses,opinions,and conclusions. • We have no present or prospective interest in the property that is the subject of this report and have no personal interest in or bias with respect to the parties involved with this assignment. ■ Our engagement in this assignment was not contingent upon developing or reporting predetermined results. • We have no bias with respect to the property that is the subject of this report or to the parties involved with this assignment. • Our compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client,the amount of the value opinion,the attainment of a stipulated result or the occurrence of a subsequent event directly related to the intended use of this appraisal. ■ Our analyses,opinions,and conclusions were developed,and this report has been prepared in conformity with the Uniform Standards of Professional Appraisal practice, as well as the State of Texas. • Jeffrey K Walters made a personal inspection of the property that is the subject of this report. Mario Caro, MAI, AI-GRS, SR/WA, Brian Bormann,and Benjamin Saunders did not make a personal inspection of the property that is the subject of this report. ■ No one provided significant real property appraisal assistance to the person(s) signing this certification. ■ This appraisal assignment was not based upon a requested minimum valuation, a specific valuation, or the approval of a loan. • As of the date of this report, Mario Caro, MAI, AI-GRS, SR/WA, has completed the continuing education program for Designated Members of the Appraisal Institute. Moreover, the reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Code of Professional Ethics & Standards of Professional Appraisal Practice of the Appraisal Institute,which include the Uniform Standards of Professional Appraisal Practice. • As of the date of this report, Jeffrey K Walters has completed the Standards and Ethics Education Requirements for Candidates of the Appraisal Institute ■ The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. ■ We have not provided any services, as an appraiser, or in any other capacity, regarding the property that is the subject of this report within a three-year period immediately preceding acceptance of this assignment. MARIO CARO,MAI,AI-GRS, SR/WA BRIAN BORMANN Certificate No.TX1334889-G Certificate No.TX1381 102-G BENJAMIN SAUNDERS JEFFREY K. WALTERS Certificate No.TXI381348-G Certificate No.TX1380924-G LPA 2024.04.139 PAGE 50 ADDENDUM CORPUS CHRISTI•TEXAS VACANT LAND ADDENDUM LPA 2024.04.139 PAGE 51 MARIO CARO, MAI, AI-GRS, SR/WA SAN ANTONIO OFFICE EXPERIENCE Mario Caro has served as Senior Managing Director of LPA Son Antonio since 2016. LPA 100 NE Loop 410#1350 is a commercial appraisal and consulting firm completing a wide range of projects San Antonio,Texas 78216 throughout the southwest. Property types include, but are not limited to office, retail, industrial, multi-family, mixed-use, self-storage, hotel/motel, car washes, vacant land, daycare,subdivisions, and special use. direct 210.528.1491 mario@lowerypa.com Mario began his appraisal career in 2001 with a regional appraisal company in Houston and specialized in right-of-way and eminent domain appraisal on public and private projects nationwide. In 2005, he returned to his hometown in San Antonio and joined a boutique appraisal firm providing right-of-way and commercial valuation.After 10 years, he transitioned to a global real estate firm where he developed their Texas right-of-way /litigation support practice and appraised commercial properties for lending purposes. Mario has over 20 years of experience appraising for litigation and legal support matters in both federal and state courts.Numerous clients, including public agencies, attorneys, title companies,and lenders nationwide have relied on his expertise in an appraiser and review appraiser capacity. Maria has provided expert witness testimony and support on a variety of property types for public transportation,utility and recreational corridors,and drainage facilities. PROFESSIONAL ASSOCIATIONS • Appraisal Institute International Right-of-Way Association -Designated Member(MAI,AI-GRS) -Designated Member(SR/WA, R/W-AC) •3rd Director, Region VIII -President 2022-2023,South Texas President 2022,South Texas Chapter -Vice President 2021-2022,South Texas •First and Second Vice President 2021 -Treasurer 2020-2021,South Texas 8t 2020, South Texas Chapter -Secretary 2019-2020,South Texas -Treasurer 2019, South Texas -Activities Chair 2012-2013, South Texas -Secretary 2018,South Texas •National Nominating Committee Alternate 2023, Region Vill •Regional Rep 2020-2021,South Texas •Education Chair 2020,South Texas -Alternate Regional Rep 2014-2019, South Texas Chapter -Candidate Guidance Chair 2014-2019,South Texas Chapter '/ �Jv Certified General LICENSES EDUCATION TALCS Real Estate Appraiser Texas General Appraiser BS—Texas A&M University—Agribusiness 1334889-G Appraiser: MARIO ANTONIO CARP Coursework for MAI designation License a! Tx 1334989 G License Expires;OS/31/202S New Mexico General Appr. REA-2023-0077 Coursework for SR/WA designation Having provided satisfactory evidence W the pualifitations required by the Texas Appraiser Licensing and Certifitatian Act,Ocwpations Coursework for AI-GRS designation Code,Chapter11Q3,authorlaatlon isaranted to usethlstltk: Cerdfled General Real Estate Appralser =- Coursework for Rf W-AC designation For addition a l lrlorrnatlon or to file a complaint please contact TALCS at www.talcb.texas.gov, 5L • i lowerypaxom BRIAN BORMANN SAN ANTONIO APPRAISAL 1 DEAL ESTATE EXPERIENCE 100 NE Loop 410 February 2022 to Present; Director at,LPA-Son Antonio Suite 1350 San Antonia,Texas 78216 June 2021 to January 2022,Senior Associate at LPA-Son Antonio June 2019 to May 2021; Associate at LPA-Son Antonio cell 210.528.1555 ofc 210.390.0492 x 403 May 2018-May 2019:Summer Associate at LPA-San Antonio brian@lcwerypo.com Types of properties appraised include. office, retail, industrial, multi-family, mixed-use developments, self-storage, auto service, hotel, car wash, restaurants, vacant land, special use, and other types of commercial properties. EDUCATION BBA Finance-Texas A&M University MS Real Estate-Texas A&M University Successfully completed the following courses administered by McKissock Appraisal Education ■ Basic Appraisal Principles • Basic Appraisal Procedures ■ Texas Supervisor-Trainee Course • 15 hour National USPAP Course ■ General Report writing and Case Studies • General Sales Comparison Approach ■ General Appraiser Site Valuation and Cost Approach Successfully completed the following applicable courses at Texas A&M University: ■ Real Estate Decision Making • Real Estate Investment Analysis ■ Real Property Analysis • Real Property Valuation ■ Commercial Real Estate Law ■ Market Analysis for Real Estate Development ■ Real Estate Analytics ■ Land Economics • Land Development Practice ■ Design and Development Economy ■ Real Property Finance ■ Analysis of Real Estate Decisions ■ Real Estate Development Analysis LICENSE Certified General Texas General Appraiser T•ALCBh Real Estate Appraiser TX-1 381102-G ..�. Appraiser; Man Ray Bormann License g; TX L331102 G License Expires:06/30/2025 H..%pe wdsaPkfa[tory erwerste W Me qua dA v—regd d nT rM Tsai Appraripr Lte sa cMdw fim adr,ar pagn Loos,ehaprer 3463,ntAnruaero ngearHe4 muse anrs ntk. C'". rtrafR hkale Appraiu _ for add,tional,rit hnn wto file a eo"wt pkm ooataet Ta A—takb.We _R_ • A f BENJAMIN SAUNDERS SAN ANTONIO APPRAISAL 1 REAL ESTATE EXPERIENCE 100 NE Loop 410 August 2023 to Present;.Senior Associate at LPA-San Antonio Suite 1350 San Antonio,Texas 78216 July 2021 to July 2023;Associate at[PA-San Antonio Types of properties appraised include: office, retail, industrial, multi-family, mixed-use cell 210.293.7962 developments, self-storage, auto service, hotel, car wash, restaurants, vacant land, oft 210.390.0492 x 404 special use,and other types of commercial properties. bsaunders@lowerypcl.com EDUCATION BA-History-Texas Tech University Successfully completed the following courses administered by Champions Appraisal Education and McKissock Appraisal Education: • Basic Appraisal Principles ■ Basic Appraisal Procedures • 15-hour National USPAP Course ■ General Sales Comparison Approach ■ General Appraiser Site Valuation and Cost Approach ■ General Appraiser Income Approach ■ General Appraiser Market Analysis Highest and Best Use ■ General Report Writing and Case Studies ■ Statistics, Modeling, and Finance ■ Appraisal Subject Matter Electives • Texas Supervisor Trainee Course ■ Commercial Appraisal Review ■ Expert Witness for Commercial Appraisers Certified General TALCB Real Estate Appraiser LICENSE EKIb■Pp•AtiE4 tIGE 5i•G• Texas General Appraiser Appraiser: Benjamin Wade Saunders TX-1381348-G License#: T%1381348 G License Expires:08/31/2025 Having provided satisfactory evidence oft he qualifications required Ay th e Texas appraiser u tensing and Lertificatlo n nct,occupations code,chapter 1103,authorization Is granted to use this title: Certified General Real Estate Appraiser ch■Iru Buddrdtr For addn ion"I information or to file a complaint please contact mice tommisalaner at www.taicb,texas.gov. UQ L • . lowerypa.com JEFFREY K. WALTERS CORPUS CHRISTI OFFICE EXPERIENCE 800 North Shoreline Boulevard, March 2020 to Present; Director at Lowery Property Advisors, LLC Corpus Christi, Texas 78401 August 2016 to February 2020; Certified Appraiser at Allen, Williford&Seale Inc. direct 361.232.4700 Types of properties appraised include: office, retail.. industrial, agricultural, mixed-use developments, restaurants, hotels, marinas, day cares, subdivisions, apartments, car jeff@lowerypa.com washes, land, and other types of special use commercial properties, partial acquisitions and eminent domain/condemnation related appraisals. EDUCATION BBA-Finance. Economics Minor-Texas A&M University 2016 Successfully completed the following courses offered by The Appraisal Institute and McKissock: • Basic Appraisal Principles • Basic Appraisal Procedures Uniform.Standards of Professional Appraisal Practice • Real Estate Finance,Statistics, and Valuation Modeling • General Appraiser Income Capitalization Approach-I • General Appraiser Income Capitalization Approach-II • General Appraiser Sales Comparison Approach • General Appraiser Site Valuation and Cost Approach • General Appraiser Report Writing and Case Studies • General Appraiser Market Analysis and Highest and Best Use • Expert Witness Testimony • Commercial Appraisal Review • Appraisal of Assisted Living Facilities • Appraisal of Industrial and Flex Buildings Other applicable courses: • Real Estate Decision Making-Texas A&M • Real Estate Finance-Texas A&M • Real Estate Investment Analysis-Texas A&M PROFESSIONAL ASSOCIATIONS •Appraisal Institute-South Texas Chapter •IRWA-San Antonio Chapter/Corpus Christi Founding Member !/ * \\ Certified General T'ALCB Real Estate Appraiser LICENSES r.•�. •�-• Appraiser: Jefrrey Kyle Walters Texas General Appraiser License#: ne 13M24 G License Expires:09/30/2025 1380924-G Oklahoma General Appraiser by theeTero App'.rixteLle—ingwd of the Act,0-pats ed v PPraiser.Lleans:n and certircaliun Act,ouwP+tl— Code,Chapter 1103.authorization is granted to use this title: _ 13497CGA Certrthed General Real Estata Appraiser �....a•d hd. Fur addlorul inturnadun ur to nM a carnptarnt ptaasr canratl iAtCB raa..ea,va.. at www.talcb tcs as.gov. FP • a lowerypa.com Action Item No. 24-EO-19 Presented to the Board on April 24, 2024 A RESOLUTION OF THE BOARD OF COMMISSIONERS Of the Corpus Christi Housing Authority Letter of Support for City Housing Plan for Lamar School Site Property Whereas, the City has announced a housing plan for property in around the Lamar School Site; and, Whereas, the City's plan encourages affordable housing while maintaining opportunities for low and mixed income renters and home buyers; and, Whereas, the City's plan provides for affordability, tying home sales to HUD HOME price limits and rentals to HUD Fair Market Rents; and, Whereas, the City's plan encourages and provides developers / builders with the greatest flexibility in designing and developing homes that will provide options and opportunities to support a vibrant mixed income community. Therefore, be it resolved, that the Board of Commissioners of the Corpus Christi Housing Authority and Thanksgiving Homes hereby offers this Letter of Support. The Board further expresses it appreciation for the City's consideration and award of lots to Thanksgiving Homes as part of this plan. 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O • d a �T E �jw vr C OLL Olt rk E - c' alh to/� eF I Lf) NU U U U U U U U fII (II (B fB fB fD fB Lr) (14 0 LI) M Q) 0 Ln L11 It ' 0 � Lr) l.0 O O O O O O O O V J V U U U . U . COC � �. co ai Ln +, ai 4, ai E E E cm E 2 E U 2 E U do = E ui ao = E Ln O N > O a E > O w E Ln 2 Lnai � 2 E E H 2 U 2 U M so N N t � U U M L n ♦"� r-I i 0 .O • ) CL ( ' W N U C6 U 0 N M r-I 14 O .CL t J c; r O U J N Ll') L � 01 W ONO 0 U 06O _ 3 N r� co O U N N N M O O O •u G U x +� 000 (3) U O 0 0 0 .- �+ m m E C Vf O �L. -0 -0 p i U U U *c *c ,C buo � � � z 4- 0 N IA 4-j O CL (3) i v i c c bA 4� C a 0 4--J ° cV _0 (1) LL vi U (3) N j M a_' —O ON 4-J r� � -0 > U U i i M N c6 O Q - O N ^ —0M •O a--+ _ p0 U O ^ 0 ca t/)- -0 +� a--+ - _ a--+ o ° o o 14� a--+ U N 0 i �i Q L a--+ Q J ateo 11) -0 (1) O Vf •— L.L V) N >O Q) M a--+ � ) •� _0 U M CL i Q _� DC � v CL� a--+ O c6 •� � ~ i 000 O — . i •� Q (3) -0 N •�_ p O ca cn N ca •— - � L E N O chi) — X — O •— i Ln ca ca Q w O N x ca N = O cc� Q c�i� N i MU c 2 aJ 01 O ca O� T rams O =3 se 0 0 PH o AGENDA MEMORANDUM NCORPO0.1¢ First Reading for the City Council Meeting of May 21, 2024 ss52 Second Reading for the City Council Meeting of June 11, 2024 DATE: April 30, 2024 TO: Peter Zanoni, City Manager FROM: Dan McGinn, Director of Planning and Community Development danielmcCa)-cctexas.com (361) 826-7011 Sale and Conveyance of surplus land in the amount 1 .1175 acres to DSW Homes, LLC. CAPTION: Ordinance authorizing the conveyance of 7 lots (0.46 acres total) of surplus land located at or near 2203 Morris Street and 715 19th Street to DSW Homes, LLC for $10 per lot and development of affordable housing; and authorizing an option to purchase contract and related sale and conveyance with DSW Homes, LLC for the purchase of 10 lots (0.66 acres-total) of surplus land located at or near 2211, 2217 2219, 2307, 2309, and 2311 Morris Street for $10 per lot and development of affordable housing. SUMMARY: This ordinance sells and conveys approximately 1.1174 acres of City-owned land to DSW Homes, LLC in two tranches for $10 per developable lot and for their use in the future development of single-family housing; consisting of: Tranche 1 • Summit Addition Portion of Lot 1, all lots 2 & 3 of Block 6, and Summit Addition Lots 38 thru 42 of Block 6; (7 lots, approximately 0.4570 acres). Tranche 2 • Summit Addition Block 6 lots 8-13, 18-21; (10 lots, approximately 0.6605 acres) DSW Homes, LLC will assume property maintenance responsibilities for their assigned Tranches 1 and 2, including mowing and litter abatement upon execution of the agreement. Proiect Parameters • Undeveloped lots are not transferrable. • From sale/release of each tranche all certificates of occupancy for units in tranche must be issued within 24 months. • Affordability Period of 10 years o Max sales price and value limited to "Home and Housing Trust Fund Homeownership Sales Price Limits" for newly constructed units, established and published by HUD annually under Part 92.254(a)(2)(iii), Title 24 CFR (currently $253,000), or similar HUD program should HOME/HTF Purchase Price Limits cease to be published in the future; o Or max Fair Market Rent established and published by HUD annually in Part 888, Title 25 CFR (currently $1,763 for a 3-bedroom, and $2,066 for a 4-bedroom unit). • If property is sold or rented above affordability restrictions within the 10-year period, a cost recapture must be paid to the City in the amount of$5.15 per square foot of land within 90 days of the sale or rental. o If cost recapture not paid, the property reverts to the City. BACKGROUND AND FINDINGS: Project History • May 2023: The Ed Rachal Foundation gifted the former Lamar Elementary School site to the City along with 55 smaller parcels in the vicinity of the larger site. • Recognizing the unique opportunity to implement the recently adopted Westside Area Development Plan by attracting new development investments, addressing residents' request for a variety of housing options, stabilizing this established neighborhood, and delivering public safety improvements for area residents, City staff issued a request for letters of interest (RFI) to work with one or more experienced housing developers. • August 2023: RFI Outreach and Marketing o RFI published on City Website in early August 2023 o City News Release and Council Memo issued August 4, 2023 o Email notification sent to over 50 housing development contacts. o Staff presentation at the Development Services Task Force meeting on August 18, 2023 • The RFI period closed on September 11, 2023. Five proposals were submitted. • December 2023: City Council approved the sale and conveyance of a 3.47-acre parcel of City-owned land, including the former Lamar Elementary School Site to TG 110 Inc. for the development of affordable housing. • Winter 2023 through Spring 2024: Engagement with single-family housing developers that responded to the RFI. Next Steps • Planning Division and Development Services to present rezoning cases in support of infill housing development of lots included in the RFI. • Planning Division staff will provide technical assistance to developers as needed to facilitate the Development Services permitting process. ALTERNATIVES: Awarding purchase contracts to all single-family developers that submitted letters of interest in response to the Lamar Elementary RFI presents a strategic approach to expedite infill housing construction support synergistic investments benefiting all parties, including current neighborhood residents. The City can choose to allocate the property to RFI respondents in an alternate configuration and/or distribution. The City can choose to not sell the property, but it will remain vacant and will require ongoing city-funded site maintenance. FISCAL IMPACT: Though the vacant land was gifted to the City, there are ongoing maintenance costs such as mowing and litter abatement as well as more difficult to quantify service cost impacts on the surrounding neighborhood caused by the preponderance of vacant lots. The City ordered an appraisal of property. An appraisal of the 0.0733-acre lot at 536 191" street was conducted by Lowery Property Advisors, LLC on April 26, 2024, and the property has an appraised value of$5.15 per square foot. For comparison, the Nueces County Appraisal District 2023 land valuation of all the surplus land included in the RFI averages $4.45 per square foot. The fiscal impact is revenue payment to the City in an amount of$10.00 per developable lot, amounting to $170.00 in total, to be deposited into the General Fund as well as the assumption of property maintenance by DSW Homes, LLC of their assigned Tranche 1 and 2 lots. The developed property will be placed back on the property tax rolls. Funding Detail: Fund: 1020 General Fund Organization/Activity: 11020 General Governmental Revenue Department: 888 Revenue Project # (CIP Only): Account: 343590 Sale of Scrap/City Property RECOMMENDATION: City staff recommends approval of the Ordinance for the sale and conveyance of City surplus property at or near 2203 Morris Street; 715 191" Street; and 2211, 2217, 2219, 2307, 2309, and 2311 Morris Street; to DSW Homes, LLC for the purpose of site redevelopment into single- family housing. LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance Exhibit A - Request for Interest Real Estate Contract Option Agreement Appraisal Letter of Support Presentation Ordinance authorizing the conveyance of 7 lots (0.46 acres total) of surplus land located at or near 2203 Morris Street and 715 19th Street to DSW Homes, LLC for $10 per lot and development of affordable housing; and authorizing an option to purchase contract and related sale and conveyance with DSW Homes, LLC for the purchase of 10 lots (0.66 acres-total) of surplus land located at or near 2211, 2217 2219, 2307, 2309, and 2311 Morris Street for $10 per lot and development of affordable housing. WHEREAS, in accordance with Texas Local Government Code§272.001(g), the City may convey land to an entity for the development of low-income or moderate-income housing for less than fair market value to use the property in a manner that primarily promotes the municipality's public purpose without complying with the notice and bidding requirements of Texas Local Government Code § 272.001(a) or other law; WHEREAS, the City owns vacant Lots 1-3 and 38-42, Block 6 Summit Addition Subdivision, which combined is 0.46-acres, of surplus land located at or near 2203 Morris Street and 715 19th Street, as shown in (Exhibit A) attached hereto and incorporated by reference; WHEREAS, the City owns vacant Lots 8-13 and 18-21, Block 6 Summit Addition Subdivision, which combined is 0.66-acres, of surplus land located at or near at or near 2211, 2217 2219, 2307, 2309, and 2311 Morris Street, as shown in (Exhibit A) attached hereto and incorporated by reference; WHEREAS, the conveyances are conditioned so that title in any lot described herein will revert to City if the grantee fails to construct a single-family dwelling on such lot for low-income or moderate-income housing and obtain a certificate of occupancy for such dwelling within two years from the date of the conveyance, unless construction of a single-family dwelling has started and a one-year extension is granted to obtain a certificate of occupancy; WHEREAS, the conveyances include Cost Recapture, Reverter, and Covenant Running with the Land where a full lot reverts to the City of Corpus Christi if within 10 years (1) a dwelling and lot are sold for a price that exceeds the most recently issued New Homes HOME/HTF Purchase Price Limit for 1-Unit for the Corpus Christi, TX MSA as established and published by the U.S. Department of Housing and Urban Development per 24 C.F.R. § 92.254; or(2) a dwelling and lot are rented for an amount that exceeds the most recently issued Fair Market Rent as established and published by the U.S. Department of Housing and Urban Development per 24 C.F.R. § 888.115; and (3)the City of Corpus Christi is not paid a cost recapture for the land value of the lot at $5.15 per square foot within 90 days of the sale or rental; WHEREAS, the fair market value of each lot is $5.15 per square foot; WHEREAS, the construction of low and moderate-income housing will revitalize the neighborhood surrounding the former Lamar Elementary School; and WHEREAS, where the terms and conditions of the transactions effectuate and maintain the public purpose of providing low-income or moderate-income housing per Texas Local Government Code §272.001(g) and/or §253.011. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI,TEXAS, THAT: 1 Section 1. The City Council specifically finds that the foregoing statements included in the preamble of this ordinance are true and correct and adopts such findings for all intents and purposes related to the authorization of this project. Section 2. The City Manager or designee is authorized to execute all documents necessary to sell and convey approximately 0.46 acres of surplus land, being Lots 2 with a portion of Lot 1, 3, 38, 39, 40, 41, and 42, Block 6, Summit Addition Subdivision, City of Corpus Christi, Nueces County, Texas, located at or near 2203 Morris Street and 715 19th Street to DSW Homes, LLC in exchange for $10 per lot and the development of the property for low-income or moderate- income housing. Only a portion of Lot 1, Block 6, Summit Addition, is being conveyed and is included with Lot 2, Block 6, Summit Addition. Section 3. The City Manager or designee is authorized to execute an options contract with DSW Homes, LLC for the option to purchase approximately 0.66 acres of surplus land being Lots 8, 9, 10, 11, 12, 13, 18, 19, 20, and 21, Block 6, Summit Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 2211, 2217, 2219, 2307, 2309, and 2311 Morris Street, in exchange for $10 per lot and maintenance of the property, for a period of 24 months, with such option exercisable upon the construction of low-income or moderate-income housing on Lots 2-3 and 38-42, Block 6 Summit Addition Subdivision, City of Corpus Christi, Nueces County Texas. Section 4. The City Manager or designee is authorized to execute all documents necessary to sell and convey approximately 0.66 acres of surplus land, being Lots 8, 9, 10, 11, 12, 13, 18, 19, 20, and 21, Block 6, Summit Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 2211, 2217 2219, 2307, 2309, and 2311 Morris Street to DSW Homes, LLC in exchange for $10 per lot and the development of the property for low-income or moderate-income housing. Introduced and voted on the day of , 2024. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary 2 EXHIBIT A /. Property Development: Former Lamar Elementary Site J & Nearby Neighborhood Parcels 2023 Request for Interest SECTION I. OVERVIEW The City of Corpus Christi (City) is issuing this Request for Interest (RFI) for the former Mirabeau B. Lamar Elementary School site and additional city-owned parcels in the surrounding neighborhood. ■ The city is seeking one or more experienced real estate development teams to develop housing on the former Lamar school site and additional neighborhood lots. ■ The city envisions infill housing development and is open to innovative concepts that aid the city with meeting local housing affordability needs while stabilizing an established neighborhood. Property Description Currently vacant, the site that was once home to Lamar Elementary School which was originally part of the 1908 Eckerd Subdivision while parcels to the east of 19t" Street are part of the 1929 Jasmin Subdivision. Narrow and deep single-family lots, typical of this time, are common throughout the neighborhood, though many lots have been combined over the decades to form larger parcels. Other neighborhood institutions include St. Joseph's Catholic Church, the Garcia Arts Center and Park, and educational facilities like the Marguerite Child Development Center and a charter high school. Lamar Elementary served many generations, starting in 1941. The school was closed in 2010 and later demolished in 2021 to make way for new development and neighborhood investment. Though no longer standing, the site still holds historical significance as the 1948 location of the meeting that formed the American GI Forum, the civil rights group founded by Dr. Hector P. Garcia. (Katheryn Cargo for the Caller Times, November 20, 2021) The city-owned parcels that are included in the RFI are detailed in Map 1 and Table 1 on the following pages. City of Corpus Christi 1 of 8 EXHIBIT A T1 Map 1: Lamar RFI Parcels' - - I City of Corpus Christi, TX � m w Mar9u erP[e St —• A7ff++ 11 �43. YrY =42A ` +■ =38MM ' 1�8� 534M4` 14 13 12 U9 O7 06 OS 04 63 02 47 0 * A �53 52 51 48� r1321 A9so 50 3 541 Mary St _ f �} of - r 'fir Imo., __ rfis st ' z as s 6 z7 e t Lk s Table 1: Lamar RFI Parcel Detail RFI Nueces County Legal Description Address Lot Zoning Parcel ID Tax ID � Acres District 1 224500010010 ECKERD BLK 1 LOT 1 2212 MORRIS ST 2.07 CI 2 224500020010 ECKERD LTS 1 AND 2 BK 2 521 19th ST 0.17 RS-6 3 224500020030 ECKERD LTS 3&4 BLK 2 2206 MARY 0.17 RS-6 4 224500020050 ECKERD LT 5 BK 2 2208 MARY 0.08 RS-6 5 224500020060 ECKERD LTS 6&7 BK 2 2210 MARY 0.17 RS-6 6 224500020080 ECKERD LT 8A BLK 2 2212 MARY 0.16 RS-6 7 224500020100 ECKERD LT 10 BLK 2 2214 MARY 0.08 RS-6 8 224500020110 ECKERD LT 11 BLK 2 2218 MARY 0.08 RS-6 9 224500020120 ECKERD LT 12 BK 2 2222 MARY 0.08 RS-6 10 224500020235 ECKERD LT 24A BLK 2 504 20th ST 0.08 RS-6 11 224500020230 ECKERD LT 23A BLK 2 2221 MARGUERITE ST 0.08 RS-6 12 930700090020 PATRICK WEBB LT 2 BLK 9 2304 MARY 0.09 RS-6 13 930700090060 WEBB PATRICK BLK 9 LOT 2312 MARY 0.26 RS-6 _ 6, 7&8 _ 14 930700090110 PATRICK WEBB LTS 11 & 12 2324 MARY ST @ 21ST 0.17 RM-3 BLK 9 City of Corpus Christi 2 of 8 EXHIBIT A 15 840900070390 STEELE LTS 39&40 BLK 7 2614 MARY 0.16 RS-6 16 930700100210 POATRICK WEBB LT 21 BLK 2320 MORRIS 0.06 RS-6 17 930700100250 WEBB PATRICK BLK 10 LOT 2312 MORRIS 0.06 RS-6 25 18 930700100260 26 BB PATRICK BLK 10 LOT 2310 MORRIS 0.06 RS-6 19 930700100270 WEBB PATRICK BLK 10 LOT 2308 MORRIS 0.06 RS-6 20 I 930700100280 I PAT WEBB LT 28 BK 10 2306 MORRIS ST 0.06 RS-6 21 930700100290 POAT WEBB LTS 29&30 BK 623 TWENTIETH ST 0.11 RS-6 22 852900060200 SUMMIT ADDN LTS 20&21 2311 MORRIS 0.14 RS-6 BLK 6 23 852900060190 SUMMIT ADDN LT 19 BLK 6 2309 MORRIS 0.07 RS-6 24 852900060180 SUMMIT ADDN LT 18 BLK 6 2307 MORRIS 0.07 RS-6 25 852900060120 SUMMIT ADDN LTS 12& 13 2219 MORRIS 0.13 RS-6 BLK 6 26 852900060100 SUMMIT ADDN LTS 10& 11 2217 MORRIS 0.13 RS-6 BLK 6 27 852900060080 SUMMIT ADDN LTS 8&9 2211 MORRIS AVE 0.13 RM-3 _ BLK 6 28 852900060010 SUMMIT ADDN POR OF LT 1, 2203 MORRIS AVE 0.15 RS-6 ALL LTS 2&3 BLK 6 29 852900060380 SUMMIT ADDN LTS 38 THRU 715 19th ST 0.31 RS-6 41 &FCL LT 42 BLK 6 30 377500000010 JASMIN LT 1 538 19th ST 0.11 RS-6 31 377500000020 JASMIN LT 2 536 19th ST 0.07 RS-6 32 377500000030 JASMIN LT 3 532 19th ST 0.07 RS-6 33 377500000040 JASMIN LTS 4 AND 5 530 19th ST 0.15 RS-6 34 377500000060 JASMIN LT 6 528 19th ST 0.07 RS-6 35 377500000070 JASMIN LT 7 526 19th ST 0.07 RS-6 36&37 377500000090 JASMIN LTS 9 AND 10 520 19th ST 0.15 RS-6 38 377500000110 JASMIN LT 11 518 19th ST 0.07 RS-6 39 377500000120 JASMIN LT 12 516 19th ST 0.07 RS-6 40 377500000130 JASMIN LT 13 514 19th ST 0.07 RS-6 41 377500000140 JASMIN LT 14 512 19th ST 0.07 RS-6 42 377500000150 JASMIN LT 15 510 19th ST 0.07 RS-6 43 377500000160 JASMIN LT 16 508 19th ST 0.07 CN-1 44 377500000270 JASMIN LT 27A 429 MARGUERITE ST 0.14 RM-3 45 377500000290 JASMIN LT 29 503 18th ST 0.07 RM-3 46 377500000300 JASMIN LT 30 505 18th ST 0.07 RM-3 47 377500000310 JASMIN LT 31 AND N 12.50 507 18th ST 0.10 RM-3 OF LT 32 48 377500000350 JASMIN LT 35 515 18th ST 0.07 RM-3 49 377500000360 JASMIN LT 36 517 18th ST 0.07 RM-3 50 377500000370 JASMIN LT 37& PT LT 38 519 18th ST 0.13 RS-6 51 462500070060 LUTER PART LT 6 BK 7 2022 MARY 0.05 RM-3 52&53 462500070100 LUTER PARTITION BLK 7 2028 MARY 0.16 RM-3 LOTS 8 THRU 10 City of Corpus Christi 3 of 8 EXHIBIT A 54 462500070110 BK TER PART LTS 11 AND 12 2034 MARY 0.11 RM-3 55 573600050010 NEYLAND COL MEX LTS 1 & 508 18th ST 0.12 RM-3 2BK5 56 462500050020 1 H E LUTER PART LT 2 BK 5 1 502 18th ST 0.16 RM-3 W Map 2: Neighborhood Zoning IL -04 City of Corpus Christi,TX 1-13 IL 42 ON e,lte sr 141 SD 40b� 6 Y17 08 �f:45� SE 296 36 946� 19 1 S > 09 D]D6 OS Dd 03 0] 35 04 INS . 33 �tqq� 53 5] SI 3132 49ANNE, S4r 1 50 Mary [ 30 1] 19 I1 16 IB 20 21 I ` L RMe 3 23 ]9 CI CI r . RM3 " CN-1 o zso so�6p- RM-3 Ps Cc Kr z T—,P k 'aV Idl-e 1i nClm= F Ic_Soft CONANP'z,�,' t c T -lDi, i,rn ET]Nn � >n nlPs.uSc�isu City of Corpus Christi 4 of 8 EXHIBIT A ME NMI Map 3: Neighborhood Amenities City of Corpus Christi, TX ille Mr .I Wilm Coun, si ••u ou:, ° Park �-or•e E a s �r. o £ Ge• 9- Ben �a Elements Gy o mo Mar�g•u�erite Child ;� �?Garcia Par Development Center Garcia A • &E•ucati© Qgnw, al 0 orpus • ri i oli•e letic Elementary Z 1iu H_a• 't•ark � J•e Garza Pa moRGAN Za .-la -ni r -r �arci Family Health C-rater 0 0.5 1Miles Nearby Neighborhood Assets ✓ Adjacent CCRTA Bus Stops on 19t" St. (Route 21 —Arboleda) ✓ Adjacent Premier High School (Charter School) ✓ Adjacent St. Joseph's Catholic Church ✓ Antonio E. Garcia Arts & Education Center (5-minute walk) ✓ Antonio E. Garcia Park (5-minute walk) ✓ Marguerite Child Development Center (5-minute walk) ✓ Dr. Hector P. Garcia Memorial Family Health Center (10-minute walk) ✓ Neighborhood-serving commercial establishments along Agnes Street, S. Port Avenue, and Morgan Avenue (5 to 10-minute walk) Within a 20-minute walk: ✓ Ben Garza Park and Gymnasium: 15-minute walk, 5-minute bicycle ride ✓ Zavala Head Start: 15-minute walk, 5-minute bicycle ride ✓ Zavala Elementary School: 20-minute walk, 5-minute bicycle ride ✓ Zavala Senior Center: 20-minute walk, 5-minute bicycle ride City of Corpus Christi 5 of 8 EXHIBIT A ✓ Joe Garza Community Park and Recreation Center: 20-minute walk, 5-minute bicycle ride Within a 30-minute walk: ✓ George Evans Elementary School: 25-minute walk, 10-minute bicycle ride ✓ Driscoll Middle School: 35-minute walk, 10-minute bicycle ride ✓ Roy Miller High School: 25-minute walk, 10-minute bicycle ride ✓ City Hall: 25-minute walk, 10-minute bicycle ride Utilities All utilities are available within the area, the Corpus Christi Water (CCW) department is currently evaluating the existing system to identify any needed upgrades. Land Use/Right-of-Way/Public Utility Improvements The city will work with selected project sponsor/s on needed rezoning and zoning regulation adjustments, right-of-way closures, public utility improvements, and/or land costs to accommodate proposed project/s that meet the city's housing affordability and infill needs. Any city accommodations must align with commensurate public benefits, focused primarily on meeting local housing affordability and neighborhood stabilization needs. Area Demographics The Former Lamar Elementary School site and neighborhood lots are located within Nueces County's Census Tract 10. Below are select demographic and housing characteristics within this Census Tract. 2020 Decennial Census (Redistricting File) • Population: 2,751 • Hispanic or Latino: 2,391 • Households/Occupied Housing Units: 992 • Vacant Housing Units: 242 • Group Quarters Population: 85 (nursing/skilled nursing facility residents) 2021 American Community Survey (5-year Estimates) • Median Age: 34 years • Educational Attainment of Population age 25 and older: o Less than high school graduate: 42.5% o High school graduate (includes equivalency): 30.5% o Some college or associate's degree: 24.8% o Bachelor's degree: 1.6% o Graduate or professional degree: 0.6% • Average Household Size: 2.8 persons per household • Median Household Income: $22,220 • Household Tenure: 45% owner-occupied, 55% renter-occupied City of Corpus Christi 6 of 8 EXHIBIT A • Housing Characteristics: 78% 1-unit structures, 20% 2-or-more unit structures, 2% mobile homes and all other types of units. Affordable and Low-Income Housing Subsidies and incentives may be available for developments that include affordable and low- income housing. Subsidies and incentives are offered based on a variety of factors, including project scope, funding sources, and local, State, and Federal restrictions. SECTION II. LETTER OF INTEREST SUBMISSION Proposers must submit a Letter of Interest addressed to the Planning and Community Development Department located on the second floor of City Hall at 1201 Leopard Street Corpus Christi, Texas, 78401. Within the Letter of Interest, the proposer should provide the following information. Description of Entity and Experience — A description of the entity submitting the Letter of Interest must include, if not an individual, the name of all partners, corporate name(s), and dba(s) if applicable, and the pertinent address and telephone number, names and addresses of all investors, shareholders, and officers of the corporation. The description submitted by the purchaser/developer shall also provide the following information: ■ A clear statement of the purchaser/developer's interest in purchasing and redeveloping the space with potential ideas for its reuse —with specific lots identified. ■ A clear statement of the purchaser/developer's experience in purchasing and redeveloping space. ■ Experience (if any) working with the public sector. ■ Experience (if any) with delivering infill and or affordable housing products. ■ The estimated timeline for development from the date of acquisition. Submission of Letter of Interest Letters of Interest are due at the City of Corpus Christi Department of Planning and Community Development, City Hall, Corpus Christi, Texas 78401 no later than 5 pm on September 11, 2023. Inquiries Any inquiries related to this RFI must be submitted in writing, no later than five (5) days before the RFI deadline, to: Daniel McGinn Director of Planning and Community Development City of Corpus Christi 1201 Leopard Street Corpus Christi, Texas 78401 Email: Danielmc@cctexas.com Phone: (361) 826-1614 City of Corpus Christi 7 of 8 EXHIBIT A SECTION III. REVIEW OF LETTERS OF INTEREST Letters of Interest will be evaluated on a combination of the following: project or proposal ideas; experience, particularly regarding infill housing and affordable housing, supportive housing, and neighborhood investment projects; professional qualifications and expertise on similar housing and infill projects; approach to the planning/permitting process; and the ability to bring projects to a timely and successful conclusion. All Letters of Interest will be reviewed by representatives from the City Manager's Office. As this is a Request for Interest only, this Request may lead to one of the following outcomes: ■ A request for additional information from one or more respondents; ■ The issuance of a Request for Proposals (RFP) to one or more responders chosen as part of this Request; ■ The issuance of an RFP opened to all potential development teams; ■ Direct negotiations for sale/lease and redevelopment of the property with a development team selected as a result of this Request; ■ Termination of this process without selection of a development team or issuance of an RFP. Terms of this Request: this Request is not a request for competitive proposals and in no way obligates the City to enter into a relationship with any entity that responds, or limits or restricts the City's right to enter into a relationship with an entity that does not respond. In its sole discretion, the City may pursue discussion with one or more entities responding to this Request or none at all. City of Corpus Christi 8 of 8 Real Estate Sales Contract THE STATE OF TEXAS § KNOW ALL BY THESE PRESENTS COUNTY OF NUECES § This Contract is entered into by the City of Corpus Christi, a Texas home-rule municipality, with an address of 1201 Leopard Street, Corpus Christi, Nueces County, Texas 78401 ("Seller") and DSW Homes, LLC, a Texas Limited Liability Company with an address of 1650 E. Winding Way Dr Bldg B, Friendswood, Tx 77546-5128 ("Buyer"). 1. Property. Seller, for the consideration and under the terms set out herein, agrees to convey to Buyer the following lots: 1) Lots 1 and 2, Block 6, Summit Addition Subdivision, Corpus Christi, Nueces County, Texas, less portion of Lot 1 conveyed to the City of Corpus Christi, TX by Deed dated May 8, 1943, and recorded at File No. 196397, Volume 300, Page 56, Deed Record of Nueces County, located at or near 2203 Morris Street, 2) Lot 3, Block 6, Summit Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 2203 Morris Street, 3) Lot 38, Block 6, Summit Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 715 19th Street, 4) Lot 39, Block 6, Summit Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 715 19th Street, 5) Lot 40, Block 6, Summit Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 715 19th Street, 6) Lot 41 , Block 6, Summit Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 715 19th Street. 7) Lot 42, Block 6, Summit Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 715 19th Street. 2. Purchase Price. The purchase price is $10.00 per lot and the development of each lot for low-income or moderate-income housing. The Buyer will construct low- income or moderate-income housing on each lot conveyed. For this agreement, low and moderate-income housing is defined as properties that are sold for a price that does not exceed the New Homes HOME/Housing Trust Fund (HTF) Purchase Price Limit for 1-Unit for the Corpus Christi Metropolitan Statistical Area (MSA) established and published annually by U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 92.254 or rented for an amount that does not exceed the Fair Market Rent for the Corpus Christi MSA established and published annually by the U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 888.115. This condition is designed to maintain the integrity and purpose of the properties per Texas Local Government Code 272.001(g). 3. Title Insurance. The Buyer, at Buyer's expense, may acquire a title insurance policy that guarantees good and indefeasible title to the Property, without exceptions to title other than the standard printed exceptions and exceptions permitted under this Contract, and that wholly insures and indemnifies Buyer against any title defects or adverse claims. 4. Property Taxes. The City of Corpus Christi, as the owner of this property, is exempt from local property taxes. Any taxes due after conveyance are the responsibility of the Buyer. 5. Special Warranty Deed. Seller will execute a Special Warranty Deed, drafted in accordance with the provisions of this Contract, conveying the Property to Buyer. Buyer must make the cash payment. 6. Reverter Clause. The Special Warranty Deed for all lots sold shall include a reverter clause as follows: Reverter A lot reverts to the City of Corpus Christi if the grantee fails to construct a single-family dwelling for low-income or moderate-income housing on such lot and obtain a certificate of occupancy for such dwelling within two years from the date of conveyance. In this context, low and moderate-income housing is defined as properties that are sold for a price that does not exceed the New Homes HOME/Housing Trust Fund (HTF) Purchase Price Limit for 1-Unit for the Corpus Christi Metropolitan Statistical Area (MSA) established and published annually by U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 92.254 or rented for an amount that does not exceed the Fair Market Rent for the Corpus Christi MSA established and published annually by the U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 888.115. The grantee agrees to abide by these conditions, and failure to comply with any of these conditions shall result in the automatic reversion of the lot and dwelling to the City of Corpus Christi. This condition is designed to maintain the integrity and purpose of the property per Texas Local Government Code 272.001(g). 7. Cost Recapture, Reverter, and Covenant Running with the Land Clause. The Special Warranty Deed for all lots sold shall include Cost Recapture, Reverter, and Covenant Running with the Land clause as follows: Cost Recapture, Reverter, and Covenant Running with the Land The City of Corpus Christi has conveyed the lot for less than market value to be used for low-income and moderate-income housing. In this context, low-income and moderate-income housing is defined as a property that is sold for a price that does not exceed the New Homes HOME/Housing Trust Fund (HTF) Purchase Price Limit for 1-Unit for the Corpus Christi Page 2 of 8 Metropolitan Statistical Area (MSA) established and published annually by U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 92.254 or rented for an amount that does not exceed the Fair Market Rent for the Corpus Christi MSA established and published annually by the U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 888.115. Within the next ten years from the date of execution, if any of the lots described herein are sold for a price that exceeds the most recently issued New Homes HOME/HTF Purchase Price Limit established and published annually by HUD or rented for an amount that exceeds the most recently issued Fair Market Rent established and published annually by HUD, the City of Corpus Christi is entitled to recapture the costs of the land. The recaptured costs of the land shall be calculated at $5.15 per square foot, representing the land's fair market value. A lot reverts to the City of Corpus Christi if: (1) a dwelling and lot are sold for a price that exceeds the most recently issued New Homes HOME/HTF Purchase Price Limit for 1- Unit for the Corpus Christi, TX MSA as established and published by the U.S. Department of Housing and Urban Development per 24 C.F.R. § 92.254-1 or (2) a dwelling and lot are rented for an amount that exceeds the most recently issued Fair Market Rent as established and published by the U.S. Department of Housing and Urban Development per 24 C.F.R. § 888.115-1 and (3) the City of Corpus Christi is not paid a cost recapture for the land value of the lot at $5.15 per square foot within 90 days of the sale or rental. Payment can be made at 1201 Leopard St, Corpus Christ, TX 78401. The grantee agrees to abide by these conditions, and failure to comply with any of these conditions shall result in the automatic reversion of the lot and dwelling to the City of Corpus Christi. This restrictive covenant shall run with the land and bind all subsequent owners. These covenants shall run with the land for a period of 10 years from the date of this conveyance and shall automatically expire thereafter. This condition is designed to maintain the integrity and purpose of the property per Texas Local Government Code 272.001(g). 8. Non-Transferable. Prior to constructing a single-family dwelling for low-income or moderate-income housing outlined in this agreement, the Buyer shall not transfer the property described herein. Any attempt to do so shall be null and void, and the party responsible shall be liable for any resulting damages incurred by the other party. 9. Property Maintenance. Upon conveyance, Buyer shall maintain the described properties by mowing all grass and vegetation as often as necessary to maintain Page 3 of 8 a height of less than 12 inches, effective upon execution of this Agreement. Buyer shall not allow weeds or brush twelve inches or higher to grow on the described property. Additionally, the Buyer will keep the described properties free of litter and solid waste. 10. Closing. There shall be no formal closing for this transaction. Within 30 days of this Agreement's execution, Buyer will provide cash payment. Within 30 days of receipt of cash payment, Seller shall execute a Special Warranty Deed, drafted in accordance with the provisions of this Contract, conveying the Property to Buyer. Buyer will be responsible for recording the Special Warranty deed in the Real Property records of Nueces County. 11 . Survives Closing. This Contract survives the Conveyance of the Property and the delivery of the Special Warranty Deed and other necessary documents by Seller to Buyer, and all terms and conditions remain in effect between Seller and Buyer. 12. Property Condition. A. Buyer acknowledges and agrees that Buyer is purchasing the property "AS-IS" "WHERE-IS" and "WITH ALL FAULTS" without any warranties, representations or guarantees, either expressed or implied, of any kind, nature or type whatsoever from or on behalf of seller. Without limiting the generality of the foregoing, Buyer acknowledges and agrees that Seller hereby expressly disclaims any and all implied warranties concerning the condition of the property and any portions thereof, including but not limited to environmental conditions, presence or absence of hazardous materials and implied warranties of habitability, merchantability or fitness for a particular purpose. B. Buyer acknowledges and agrees that BUYER HAS NOT RELIED, AND WILL NOT RELY, upon any representations or warranties (oral or written) made by, or purportedly made on behalf of, Seller unless such representations and warranties are expressly set forth in this Contract. C. Except as otherwise specifically provided in this Contract, Buyer agrees that no representation by or on behalf of Seller have been made to Buyer as to the condition of the Property, any restrictions related to the condition of the Property, any restrictions related to the development of the Property, the applicability of or compliance with any governmental requirements, including but not limited to environmental laws or the suitability of the Property for any purpose whatsoever. D. Buyer releases Seller from any claims it may have against the Page 4 of 8 Seller now or in the future under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.A §§ 9601 et seq. as amended; the Resource Conservation and Recover Act, 42 U.S.C.A. §§ 6901 et seq. as amended; the Texas Solid Waste Disposal Act, Tex. Health & Safety Code §§ 361 .001 et seq. as amended; any other analogous state or federal statute; and common law arising from the environmental conditions of the Property or the presence of hazardous substances, solid wastes, or any other pollutants or contaminants on the Property. 13. Broker's Commission. Seller and Buyer have not commissioned a Broker to represent their interests, and neither are responsible for any brokerage or real estate commissions in connection with this Contract. Any costs associated with services to either party are the responsibility of the party that contracted the services. 14. Essential. Time is of the essence in closing this transaction. 15. Effective Date. The effective date of this Real Estate Sales Contract is the date on which the Contract is signed by the Seller. 16. Governing Law and Venue. This Agreement is subject to all federal, State, and local laws, rules, and regulations. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 17. Supersedes previous agreements. This Contract constitutes the only agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties respecting the subject matter of this Contract. 18. Counterparts: Multiple original copies of this contract may be executed, and the execution of this contract may be through the execution by the parties of separate counterparts. All of the original copies of this contract together shall constitute one agreement, binding on all of the parties hereto notwithstanding that the parties hereto may or may not be signatories to the same counterpart. Each of the undersigned parties authorizes the assembly of one or more original copies of this contract, such that each such original copy of this contract shall consist of (i) the body of this contract and (ii) counterpart signature pages and acknowledgment pages which collectively include all of the signatures and acknowledgments of the parties hereto. Each such contract shall constitute one original of this contract. 19. Assignment: Buyer shall not assign this Contract. Seller shall not assign this Contract. In the event an assignment is attempted, in violation of this Section, then Buyer's rights under this Contract shall automatically and immediately terminate Page 5 of 8 without notice. 20. Breach of Contract. Buyer's failure to develop the conveyed parcels for low- income or moderate-income housing as defined herein constitutes a breach of contract. Seller has all remedies in law for a breach of contract. 21 . Government Function. This Agreement is to perform a governmental function solely for the public benefit, and the City does not waive its immunity by entering into and performing its obligations under the Agreement. 22. Deed Amendment. Upon request from Buyer, Seller will file an amended Special Warranty Deed if Buyer has started construction of a single-family dwelling but will be unable to obtain a certificate of occupancy within 2 years of the conveyance. The amended Special Warranty Deed will provide an additional year to obtain a certificate of occupancy prior to reversion. Page 6 of 8 Seller City of Corpus Christi Jeff H. Edmonds, P.E., Director of Engineering Services THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on 202_, by Jeff H. Edmonds, P.E., Director of Engineering Services of the City of Corpus Christi, a Texas municipal corporation, on behalf of said corporation. Notary Public in and for the State of Texas APPROVED AS TO LEGAL FORM THIS DAY OF 202 Assistant City Attorney City Legal Department Page 7 of 8 Buyer DSW Homes, LLC. Donald Gerratt, Chief Executive Officer THE STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me on 202_, by Donald Gerratt, Chief Executive Officer of DSW Homes, LLC. Notary Public in and for the State of Texas Page 8 of 8 OPTION FOR SALE OF REAL PROPERTY Whereas, DSW Homes, LLC is a Texas Limited Liability Company; Whereas, DSW Homes, LLC has proposed property development of vacant lots near the Former Lamar Elementary School and; Whereas the City of Corpus Christi seeks to have property developed for low- and moderate-income households as a primary activity to promote the community-based revitalization of the City; Now, therefore, for and in consideration of $100 and property maintenance, the City of Corpus Christi, hereinafter referred to as "City," hereby grants to DSW Homes, LLC, hereinafter referred to as "Optionee," an exclusive right and option to purchase the following described properties: 1) Lot 8, Block 6, Summit Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 2211 Morris Street, 2) Lot 9, Block 6, Summit Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near at 2211 Morris Street, 3) Lot 10, Block 6, Summit Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 2217 Morris Street, 4) Lot 11 , Block 6, Summit Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 2217 Morris Street, 5) Lot 12, Block 6, Summit Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 2219 Morris Street, 6) Lot 13, Block 6, Summit Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 2219 Morris Street, 7) Lot 18, Block 6, Summit Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 2307 Morris Street. 8) Lot 19, Block 6, Summit Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 2309 Morris Street. 9) Lot 20, Block 6, Summit Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 2311 Morris Street. 10) Lot 21, Block 6, Summit Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 2311 Morris Street. 1 Section 1. Property Maintenance The Optionee shall maintain the described properties herein by mowing all grass and vegetation as often as necessary to maintain a height of less than 12 inches, effective upon execution of this Agreement. The Optionee shall not allow weeds or brush twelve inches or higher to grow on the described properties. Additionally, the Optionee will keep the described properties free of litter and solid waste. If such property is not maintained, the City will send notice to the Optionee of this failure. The City may cancel this Option Contract if the Optionee does not cure the failure within 30 days of receiving the notice from the City. Section 2. Option Period The option to purchase the property, hereinafter referred to as the "Option," shall commence upon the final execution of this contract and will expire on June 30, 2026, without notice to the Optionee. This option may only be exercised by Optionee after the construction of single-family dwellings on Lots 1, 2, 3, 38, 39, 40, 41, and 42, Block 6, Summit Addition Subdivision, City of Corpus Christi, Nueces County, Texas, located at or near 2203 Morris Street and 715 19th Street. Upon request from the Optionee, the City may extend the option an additional year if the city has granted an extension to obtain a certificate of occupancy for a single-family dwelling. Section 3. Purchase Price The purchase price for the above-described properties is $10 per lot. The consideration paid herein shall be applied against the purchase price. Consideration also includes the use of the property for low-income and moderate-income housing, with low-income and moderate-income housing being defined as properties that are sold for a price that does not exceed the New Homes HOME/Housing Trust Fund (HTF) Purchase Price Limit for 1-Unit for the Corpus Christi Metropolitan Statistical Area (MSA) established and published annually by U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 92.254 or rented for an amount that does not exceed the Fair Market Rent for the Corpus Christi MSA established and published annually by the U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 888.115. This condition is designed to maintain the integrity and purpose of the property per Texas Local Government Code 272.001(g). Section 4. Forfeiture of Consideration If the Optionee fails to exercise this Option before its expiration or the City terminates for failure to maintain the property, the City will retain the consideration paid herein. Section 5. Reverter Clause The Special Warranty Deed of all lots to be sold shall include a reverter clause as follows: Reverter 2 A lot reverts to the City of Corpus Christi if the grantee fails to construct a single-family dwelling for low-income or moderate-income housing on such lot and obtain a certificate of occupancy for such dwelling within two years from the date of conveyance. In this context, low and moderate-income housing is defined as properties that are sold for a price that does not exceed the New Homes HOME/Housing Trust Fund (HTF) Purchase Price Limit for 1-Unit for the Corpus Christi Metropolitan Statistical Area (MSA) established and published annually by U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 92.254 or rented for an amount that does not exceed the Fair Market Rent for the Corpus Christi MSA established and published annually by the U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 888.115. The grantee agrees to abide by these conditions, and failure to comply with any of these conditions shall result in the automatic reversion of the lot and dwelling to the City of Corpus Christi. This condition is designed to maintain the integrity and purpose of the property per Texas Local Government Code 272.001(g). Section 6. Cost Recapture, Reverter Clause, and Covenant Running with the Land The Special Warranty Deed for all lots of all lots to be sold shall include Cost Recapture, Reverter Clause, and Covenant Running with the Land as follows: Cost Recapture, Reverter, and Covenant Running with the Land The City of Corpus Christi has conveyed the lot for less than market value to be used for low-income and moderate-income housing. In this context, low-income and moderate-income housing is defined as a property that is sold for a price that does not exceed the New Homes HOME/Housing Trust Fund (HTF) Purchase Price Limit for 1-Unit for the Corpus Christi Metropolitan Statistical Area (MSA) established and published annually by U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 92.254 or rented for an amount that does not exceed the Fair Market Rent for the Corpus Christi MSA established and published annually by the U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 888.115. Within the next ten years from the date of execution, if any of the lots described herein are sold for a price that exceeds the most recently issued New Homes HOME/HTF Purchase Price Limit established and published annually by HUD or rented for an amount that exceeds the most recently issued Fair Market Rent established and published annually by HUD, the City of Corpus Christi is entitled to recapture the costs of the land. The recaptured costs of the land shall be calculated at $5.15 per square foot, representing the land's fair market value. A lot reverts to the City of Corpus Christi if: (1) a dwelling and lot are sold for a price that exceeds the most recently issued New Homes HOME/HTF Purchase Price Limit for 1- Unit for the Corpus Christi, TX MSA as established and published by 3 the U.S. Department of Housing and Urban Development per 24 C.F.R. § 92.254; or (2) a dwelling and lot are rented for an amount that exceeds the most recently issued Fair Market Rent as established and published by the U.S. Department of Housing and Urban Development per 24 C.F.R. § 888.115; and (3) the City of Corpus Christi is not paid a cost recapture for the land value of the lot at $5.15 per square foot within 90 days of the sale or rental. Payment can be made at 1201 Leopard St, Corpus Christ, TX 78401. The grantee agrees to abide by these conditions, and failure to comply with any of these conditions shall result in the automatic reversion of the lot and dwelling to the City of Corpus Christi. This restrictive covenant shall run with the land and bind all subsequent owners. These covenants shall run with the land for a period of 10 years from the date of this conveyance and shall automatically expire thereafter. This condition is designed to maintain the integrity and purpose of the property per Texas Local Government Code 272.001(g). Section 7. Notice of Option's Exercise The Optionee's election to exercise this Option shall be by executing and delivering to the City the attached Real Estate Sales Contract on or before the expiration date hereof. Upon delivery of said executed sales contract, the City shall forthwith execute the same within thirty days. Section 8. Assignability of Option Optionee shall not assign the Option. In the event an assignment is attempted in violation of this Section, then Optionees' rights under this Option Contract shall automatically and immediately terminate without notice. Section 9. Notice Unless otherwise provided herein, any notice, tender, or delivery to be given hereunder by either party to the other may be effected by personal delivery in writing or by registered or certified mail, postage prepaid, return receipt requested, and shall be deemed received as of actual receipt or three business days from mailing, whichever is earlier. Mailed notices shall be addressed as set forth below, but each party may change his or her address by written notice in accordance with this Section. To the City: City of Corpus Christi Attn: Director of Planning and Community Development P.O. Box 9277 Corpus Christi, TX 78469-9277 To the Optionee: 4 DSW Homes, LLC Attn: 1650 E. Winding Way Dr Bldg B Friendswood, TX 77546-5128 Section 10. Binding Effect This Option shall be binding on the City and shall inure to the benefit of Optionee. Remainder of page intentionally left blank; signature page to follow. 5 Executed this day of at County, Texas. Optionee Donald Gerratt, Chief Executive Officer Date DSW Homes, LLC 1650 E. Winding Way Dr Bldg B Friendswood, TX 77546-5128 City Peter Zanoni, City Manager Date City of Corpus Christi P.O. Box 9277 Corpus Christi, Texas 78469 APPROVED AS TO FORM: Deputy City Attorney Buck Brice 6 Real Estate Sales Contract THE STATE OF TEXAS § KNOW ALL BY THESE PRESENTS COUNTY OF NUECES § This Contract is entered into by the City of Corpus Christi, a Texas home-rule municipality, with an address of 1201 Leopard Street, Corpus Christi, Nueces County, Texas 78401 ("Seller") and DSW Homes, LLC, a Texas Limited Liability Company with an address of 1650 E. Winding Way Dr Bldg B, Friendswood, TX 77546-5128 ("Buyer"). 1. Property. Seller, for the consideration and under the terms set out herein, agrees to convey to Buyer the following lots: 1) Lot 8, Block 6, Summit Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 2211 Morris Street, 2) Lot 9, Block 6, Summit Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near at 2211 Morris Street, 3) Lot 10, Block 6, Summit Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 2217 Morris Street, 4) Lot 11, Block 6, Summit Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 2217 Morris Street, 5) Lot 12, Block 6, Summit Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 2219 Morris Street, 6) Lot 13, Block 6, Summit Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 2219 Morris Street, 7) Lot 18, Block 6, Summit Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 2307 Morris Street. 8) Lot 19, Block 6, Summit Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 2309 Morris Street. 9) Lot 20, Block 6, Summit Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 2311 Morris Street. 10)Lot 21 , Block 6, Summit Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 2311 Morris Street. 2. Purchase Price. The purchase price is $10.00 per lot and the development of each lot for low-income or moderate-income housing. The Buyer will construct low- income or moderate-income housing on each lot conveyed. For this agreement, Pagel low and moderate-income housing is defined as properties that are sold for a price that does not exceed the New Homes HOME/Housing Trust Fund (HTF) Purchase Price Limit for 1-Unit for the Corpus Christi Metropolitan Statistical Area (MSA) established and published annually by U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 92.254 or rented for an amount that does not exceed the Fair Market Rent for the Corpus Christi MSA established and published annually by the U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 888.115. This condition is designed to maintain the integrity and purpose of the properties per Texas Local Government Code 272.001(g). 3. Title Insurance. The Buyer, at Buyer's expense, may acquire a title insurance policy that guarantees good and indefeasible title to the Property, without exceptions to title other than the standard printed exceptions and exceptions permitted under this Contract, and that wholly insures and indemnifies Buyer against any title defects or adverse claims. 4. Property Taxes. The City of Corpus Christi, as the owner of this property, is exempt from local property taxes. Any taxes due after conveyance are the responsibility of the Buyer. 5. Special Warranty Deed. Seller will execute a Special Warranty Deed, drafted in accordance with the provisions of this Contract, conveying the Property to Buyer. Buyer must make the cash payment. 6. Reverter Clause. The Special Warranty Deed for all lots sold shall include a reverter clause as follows: Reverter A lot reverts to the City of Corpus Christi if the grantee fails to construct a single- family dwelling for low-income or moderate-income housing on such lot and obtain a certificate of occupancy for such dwelling within two years from the date of conveyance. In this context, low and moderate-income housing is defined as properties that are sold for a price that does not exceed the New Homes HOME/Housing Trust Fund (HTF) Purchase Price Limit for 1-Unit for the Corpus Christi Metropolitan Statistical Area (MSA) established and published annually by U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 92.254 or rented for an amount that does not exceed the Fair Market Rent for the Corpus Christi MSA established and published annually by the U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 888.115. The grantee agrees to abide by these conditions, and failure to comply with any of these conditions shall result in the automatic reversion of the lot and dwelling to the City of Corpus Christi. This condition is designed to maintain the integrity and purpose of the property per Texas Local Government Code 272.001(g). 7. Cost Recapture, Reverter, and Covenant Running with the Land Clause. The Special Warranty Deed for all lots sold shall include Cost Recapture, Reverter, and Covenant Running with the Land clause as follows: Page 2 Cost Recapture, Reverter, and Covenant Running with the Land The City of Corpus Christi has conveyed the lot for less than market value to be used for low-income and moderate-income housing. In this context, low-income and moderate-income housing is defined as a property that is sold for a price that does not exceed the New Homes HOME/Housing Trust Fund (HTF) Purchase Price Limit for 1-Unit for the Corpus Christi Metropolitan Statistical Area (MSA) established and published annually by U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 92.254 or rented for an amount that does not exceed the Fair Market Rent for the Corpus Christi MSA established and published annually by the U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 888.115. Within the next ten years from the date of execution, if any of the lots described herein are sold for a price that exceeds the most recently issued New Homes HOME/HTF Purchase Price Limit established and published annually by HUD or rented for an amount that exceeds the most recently issued Fair Market Rent established and published annually by HUD, the City of Corpus Christi is entitled to recapture the costs of the land. The recaptured costs of the land shall be calculated at $5.15 per square foot, representing the land's fair market value. A lot reverts to the City of Corpus Christi if: (1) a dwelling and lot are sold for a price that exceeds the most recently issued New Homes HOME/HTF Purchase Price Limit for 1- Unit for the Corpus Christi, TX MSA as established and published by the U.S. Department of Housing and Urban Development per 24 C.F.R. § 92.254-1 or (2) a dwelling and lot are rented for an amount that exceeds the most recently issued Fair Market Rent as established and published by the U.S. Department of Housing and Urban Development per 24 C.F.R. § 888.115-1 and (3) the City of Corpus Christi is not paid a cost recapture for the land value of the lot at $5.15 per square foot within 90 days of the sale or rental. Payment can be made at 1201 Leopard St, Corpus Christ, TX 78401 . The grantee agrees to abide by these conditions, and failure to comply with any of these conditions shall result in the automatic reversion of the lot and dwelling to the City of Corpus Christi. This restrictive covenant shall run with the land and bind all subsequent owners. These covenants shall run with the land for a period of 10 years from the date of this conveyance and shall automatically expire thereafter. This condition is designed to maintain the integrity and purpose of the property per Texas Local Government Code 272.001(g). 8. Non-Transferable. Prior to constructing a single-family dwelling for low-income or Page 3 moderate-income housing outlined in this agreement, the Buyer shall not transfer the property described herein. Any attempt to do so shall be null and void, and the party responsible shall be liable for any resulting damages incurred by the other party. 9. Property Maintenance. Upon conveyance, Buyer shall maintain the described properties by mowing all grass and vegetation as often as necessary to maintain a height of less than 12 inches, effective upon execution of this Agreement. Buyer shall not allow weeds or brush twelve inches or higher to grow on the described property. Additionally, the Buyer will keep the described properties free of litter and solid waste. 10. Closing. There shall be no formal closing for this transaction. Within 30 days of this Agreement's execution, Buyer will provide cash payment. Within 30 days of receipt of cash payment, Seller shall execute a Special Warranty Deed, drafted in accordance with the provisions of this Contract, conveying the Property to Buyer. Buyer will be responsible for recording the Special Warranty deed in the Real Property records of Nueces County. 11 . Survives Closing. This Contract survives the Conveyance of the Property and the delivery of the Special Warranty Deed and other necessary documents by Seller to Buyer, and all terms and conditions remain in effect between Seller and Buyer. 12. Property Condition. A. Buyer acknowledges and agrees that Buyer is purchasing the property "AS-IS" "WHERE-IS" and "WITH ALL FAULTS" without any warranties, representations or guarantees, either expressed or implied, of any kind, nature or type whatsoever from or on behalf of seller. Without limiting the generality of the foregoing, Buyer acknowledges and agrees that Seller hereby expressly disclaims any and all implied warranties concerning the condition of the property and any portions thereof, including but not limited to environmental conditions, presence or absence of hazardous materials and implied warranties of habitability, merchantability or fitness for a particular purpose. B. Buyer acknowledges and agrees that BUYER HAS NOT RELIED, AND WILL NOT RELY, upon any representations or warranties (oral or written) made by, or purportedly made on behalf of, Seller unless such representations and warranties are expressly set forth in this Contract. C. Except as otherwise specifically provided in this Contract, Buyer agrees that no representation by or on behalf of Seller have been made to Buyer as to the condition of the Property, any restrictions Page 4 related to the condition of the Property, any restrictions related to the development of the Property, the applicability of or compliance with any governmental requirements, including but not limited to environmental laws or the suitability of the Property for any purpose whatsoever. D. Buyer releases Seller from any claims it may have against the Seller now or in the future under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.A §§ 9601 et seq. as amended; the Resource Conservation and Recover Act, 42 U.S.C.A. §§ 6901 et seq. as amended; the Texas Solid Waste Disposal Act, Tex. Health & Safety Code §§ 361 .001 et seq. as amended; any other analogous state or federal statute; and common law arising from the environmental conditions of the Property or the presence of hazardous substances, solid wastes, or any other pollutants or contaminants on the Property. 13. Broker's Commission. Seller and Buyer have not commissioned a Broker to represent their interests, and neither are responsible for any brokerage or real estate commissions in connection with this Contract. Any costs associated with services to either party are the responsibility of the party that contracted the services. 14. Essential. Time is of the essence in closing this transaction. 15. Effective Date. The effective date of this Real Estate Sales Contract is the date on which the Contract is signed by the Seller. 16. Governing Law and Venue. This Agreement is subject to all federal, State, and local laws, rules, and regulations. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 17. Supersedes previous agreements. This Contract constitutes the only agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties respecting the subject matter of this Contract. 18. Counterparts: Multiple original copies of this contract may be executed, and the execution of this contract may be through the execution by the parties of separate counterparts. All of the original copies of this contract together shall constitute one agreement, binding on all of the parties hereto notwithstanding that the parties hereto may or may not be signatories to the same counterpart. Each of the undersigned parties authorizes the assembly of one or more original copies of this contract, such that each such original copy of this contract shall consist of (i) the Page 5 body of this contract and (ii) counterpart signature pages and acknowledgment pages which collectively include all of the signatures and acknowledgments of the parties hereto. Each such contract shall constitute one original of this contract. 19. Assignment: Buyer shall not assign this Contract. Seller shall not assign this Contract. In the event an assignment is attempted, in violation of this Section, then Buyer's rights under this Contract shall automatically and immediately terminate without notice. 20. Breach of Contract. Buyer's failure to develop the conveyed parcels for low- income or moderate-income housing as defined herein constitutes a breach of contract. Seller has all remedies in law for a breach of contract. 21 . Government Function. This Agreement is to perform a governmental function solely for the public benefit, and the City does not waive its immunity by entering into and performing its obligations under the Agreement. 22. Deed Amendment. Upon request from Buyer, Seller will file an amended Special Warranty Deed if Buyer has started construction of a single-family dwelling but will be unable to obtain a certificate of occupancy within 2 years of the conveyance. The amended Special Warranty Deed will provide an additional year to obtain a certificate of occupancy prior to reversion. Page 6 Seller City of Corpus Christi Jeff H. Edmonds, P.E., Director of Engineering Services THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on 202_, by Jeff H. Edmonds, P.E., Director of Engineering Services of the City of Corpus Christi, a Texas municipal corporation, on behalf of said corporation. Notary Public in and for the State of Texas APPROVED AS TO LEGAL FORM THIS DAY OF 202 Assistant City Attorney City Legal Department Page 7 Buyer DSW Homes, LLC. Donald Gerratt, Chief Executive Officer THE STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me on 202_, by Donald Gerratt, Chief Executive Officer of DSW Homes, LLC. Notary Public in and for the State of Texas Page 8 �.Wi• it I � r�A r 406 1. ••. r•a��! • •off "•r1 a...►� - - - - i A„e. • ..�9 �14 APPRAISAL r- • s w . � 4.y�� • ..r Vie, Y �►J M ■ f � � I •... rr •'mow I 1 i a•� y N r f ' r REPORT 1 1 1 , • • th Street, Corpus NuecesCounty, Texas -.0. . . ............... CLIENT lowerypa.com April 26, 2024 Bobby Harraid, Jr. City of Corpus Christi Property& Land Acquisition Manager 1201 Leopard Street, Corpus Christi,Texas 78469-9277 VACANT LAND 536 19'"Street, Corpus Christi, Nueces County,Texas In accordance with your request and authorization,we have completed an Appraisal Report of the captioned property for the purpose of developing an opinion of the market value of the subject property. It is our intent to comply with 12 CFR, Subpart C -Subsection 34.42(g), Department of the Treasury, Office of the Comptroller of the Currency, as well as the Uniform Standards of Professional Appraisal Practice (USPAP) and FIRREA. It should be noted that the undersigned have experience in appraising properties considered similar to the subject, in the subject market area, and therefore comply with the Competency Rule as outlined in USPAP. The following report, plus the Addenda, sets forth our findings and conclusions. Maps, plats and photographs that are considered essential to explain the reasoning followed in making the appraisal have been included and the conclusions are expressed therein.Also, no hazardous materials orwaste were noted upon inspection of the subject property.Please refer to the Basic Assumptions and Limiting Conditions section of this report. USPAP Standards Rule 1-2(h) states that an appraiser must identify the scope of work necessary to complete an assignment.The scope of work is acceptable when it is consistent with: (1) the expectations of participants in the market for the same or similar appraisal services; and (2) what the appraiser's peers' actions would be in performing the same or similar assignment in compliance with USPAP. In the case of the subject property, both of these USPAP criteria have been met. NOTEWORTHY POINTS ■ The subject property is a 0.0733-acre (3,192 SF) vacant tract of land. ■ The subject is neither under contract of sale, nor is it listed for sale on the open market. ■ The Sales Approach was fully developed herein.The Income and Cost Approaches to value were omitted and not considered necessary for credible assignment results. The Cost Approach was not considered to be applicable due to the lack of improvements located on the subject site which contribute value. The Income Approach was not considered to be applicable due to the subject as a non-income producing piece of land. The omission of the Income and Cost Approaches to value are not considered to, in any way, reduce the reliability of the value conclusions herein. The appraisal, subject to the assumptions and limiting conditions as expressed herein and conducted according to the Uniform Standards of Professional Appraisal Practice, led us to develop an opinion of market value as follows: VALUE CONCLUSION Status Interest Date Value As Is Fee Simple April 16,2024 $16,000 Support and explanation for our value conclusion is explained in detail in the contents of the attached report. It has been a pleasure to assist you, and if we can be of service to you in the future, please let us know. Lowery Property Advisors, LLC MARIO CARO,MAI,AI-GRS,SR/WA BRIAN BORMANN Texas State Certified General Real Estate Appraiser Texas State Certified General Real Estate Appraiser Certificate No.TX1334889-G Certificate No.TX1381102-G mario@lowerypa.com brian@lowerypa.com BENJAMIN SAUNDERS JEFFREY K.WALTERS Texas State Certified General Real Estate Appraiser Texas State Certified General Real Estate Appraiser Certificate No.TX1381348-G Certificate No.TX1380924-G bsaunders@lowerypa.com jeff@lowerypa.com CONTENTS SALIENTDATA................................................................................................................................................................... 1 SUBJECTPHOTOS ............................................................................................................................................................. 2 INTRODUCTION ................................................................................................................................................................4 SCOPEOF WORK............................................................................................................................................................. 5 REGIONAL......................................................................................................................................................................... 6 NEIGHBORHOOD........................................................................................................................................................... 10 DEMOGRAPHICS............................................................................................................................................................ 16 ECONOMICUPDATE...................................................................................................................................................... 20 SITEDESCRIPTION........................................................................................................................................................... 27 PROPERTYHISTORY ........................................................................................................................................................33 REALESTATE TAXES.........................................................................................................................................................34 HIGHEST & BEST USE .......................................................................................................................................................35 LANDVALUATION..........................................................................................................................................................37 MARKETING / EXPOSURE TIME ...................................................................................................................................... 47 ASSUMPTIONS & LIMITING CONDITIONS......................................................................................................................48 CERTIFICATION............................................................................................................................................................... 50 ADDENDUM.................................................................................................................................................................... 51 SALIENT DATA CORPUS CHRISTI•TEXAS VACANT LAND SALIENT DATA GENERAL Date of Valuation April 16, 2024"As Is" Date of Inspection April 16, 2024 Property Rights Appraised Fee Simple SITE Location The subject property is located along the east side of 19th Street,just north of Mary Street. The address associated with the subject property is 536 19th Street, Corpus Christi, Nueces County, Texas. Site Description Per the Nueces County Appraisal District, the subject site is a 0.0733- acre (3,192 SF) tract of vacant land. The site is generally rectangular in shape with generally level topography.The property is not located in a designated flood plain. Reader is referred to the Site Description section for further details. Legal Description Lot 2, Jasmin Addition, City of Corpus Christi, Nueces County, Texas Zoning "RS-6" -Single-Family 6 District IMPROVEMENTS General Description The subject site is currently vacant land with no improvements. HIGHEST & BEST USE As Vacant Residential development PA 2024.04.139 PAGE 1 SUBJECT PHOTOS CORPUS CHRISTI•TEXAS VACANT LAND SUBJECT PHOTOS =d: AK I _ " 1, LPA 2024.04.139 PAGE 2 � 4g► N w;. 973 2 N Marguerite St 425 M' .• .- k r M-y St F.t,rry St p _- rrAftn »: G ' � t 4 •- �' -a ■ ■ Morris M rr - ■ St Joseph School - ,,:,� re pa it rlo:e ` .ci3 St Juseph:s I Catholic Church r■a, pI �v+mommmmmwww+f ■ �, �I _ i a. pia i 6 ' INTRODUCTION CORPUS CHRISTI•TEXAS VACANT LAND INTRODUCTION This is an Appraisal Report, which is intended to comply with the reporting requirements set forth under Standards Rule 2-2(a) of the Uniform Standards of Professional Appraisal Practice for an Appraisal Report. Supporting documentation concerning the data, reasoning and analyses is retained in the appraiser's file. The depth of discussion contained in this report is specific to the needs of the client and for the intended use stated below. The appraiser is not responsible for unauthorized use of this report. Furthermore, as agreed upon with the client prior to the preparation of this appraisal, this is an appraisal as set forth by USPAP. TYPE OF VALUE The value definition employed in this report is Market Value as defined in 12 CFR - Part 34.44 (FIRREA), Department of the Treasury, Office of the Comptroller of the Currency. Market value means the most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: ■ Buyer and seller are typically motivated; ■ Both parties are well informed or well advised,and acting in what they consider their own best interests; ■ A reasonable time is allowed for exposure in the open market; ■ Payment is made in terms of cash in US dollars or in terms of financial arrangements comparable thereto; and ■ The price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. Intended Use Internal Management Decisions Intended Users City of Corpus Christi Client City of Corpus Christi Interest Valued Fee Simple Date of Valuation April 16, 2024 "As Is" Date of Inspection April 16, 2024 Date of Report April 26, 2024 PA 2024.04.139 PAGE 4 SCOPE OF WORK CORPUS CHRISTI•TEXAS VACANT LAND SCOPE OF WORK The scope of the assignment relates to the extent and manner in which research is conducted, data is gathered and analysis is applied. In preparing this appraisal, the appraisers did the following: ■ Inspected the subject property; ■ Search the applicable market area for comparable market data. We utilized multiple sources including but not limited to: Costar, Loopnet, area brokers, local MLS, as well as our proprietary database. ■ Interviewed landowners and local brokers familiar with the subject area and considered their insight of the current market and transactions; ■ Obtained information from surrounding counties and area jurisdictions regarding zoning, taxes, property history, flood plain, utilities, etc. ■ Developed an opinion of the market value via the Sales Approach. The inclusion or exclusion of approaches to value was determined by LPA and not our client. ■ The Sales Approach was fully developed herein. The Income and Cost Approaches to value were not considered necessary for credible assignment results. The omission of the Income and Cost Approaches to value are not considered to, in any way, reduce the reliability of the value conclusions herein. The Cost Approach was not considered to be applicable due to the lack of improvements located on the subject site. The Income Approach was not considered to be applicable due to the subject as a non-income producing piece of land. ■ To develop the opinion of value, the appraiser performed an appraisal process, as defined by the Uniform Standards of Professional Appraisal Practice. Extraordinary Assumptions & Hypothetical Conditions It is emphasized that per USPAP, "the use of extraordinary assumptions and or hypothetical conditions may have affected assignment results." These terms are defined as follows: Extraordinary Assumption, "an assignment-specific assumption as of the effective date regarding uncertain information used in an analysis which, if found to be false, could alter the appraiser's opinions or conclusions." This report is made with the following extraordinary assumption(s): ■ None Hypothetical Condition, "a condition, directly related to a specific assignment, which is contrary to what is known by the appraiser to exist on the effective date of the assignment results, but is used for the purpose of analysis." This report is made with the following hypothetical condition(s): ■ None LPA 2024.04.139 PAGE 5 REGIONAL CORPUS CHRISTI•TEXAS VACANT LAND REGIONAL The subject is located in the Corpus Christi Metropolitan Statistical Area (MSA) which is located on the Texas Gulf Coast, approximately midway between Houston and the Mexican border. It is 200 miles southwest of Houston, 200 miles south of Austin, 130 miles southeast of San Antonio and 130 miles north of the Mexican border.The MSA covers three counties-Aransas, Nueces, and San Patricio. I)ALI ti .il iD I"- 6} "a _.. rxKe eer ''"I" raemercsT caerwscrielsa 4��' Corpus ChrlSiltang y4 s 'g Roue Dun LPA 2024.04.139 PAGE 6 REGIONAL CORPUS CHRISTI•TEXAS VACANT LAND DEMOGRAPHICS According to Esri, the 2021 population estimate of the Corpus Christi Metropolitan Area is 442,600, making it the 7th largest metropolitan area in the Texas. Based on that estimate, the area gained approximately 5,300 new residents between 2020 and 2021.The main industries of the area include military, oil production, shipping, and construction. Leisure and hospitality industries are also important to the area, as the coast attracts many tourists. ECONOMICS Corpus Christi MSA Corpus Christi's economy has paused in recent months, with job growth slowing nearly to a halt. Professional services and government have been especially weak, declining since August. However, core manufacturing is advancing a bit faster than most other industries. The unemployment rate has been relatively steady in the range of 4.5%, more than 0.5 percentage point higher than the national rate. The labor force has stopped rising in recent months after gaining earlier in 2023, but it remains above where it was in early 2020. Housing market data have been mixed. Manufacturing was weak in 2023, but the chances of a rebound in 2024 are beginning to improve. Petrochemical refining as well as equipment and supplies related to drilling makes up the bulk of local production. From the peak in March 2022 through mid-2023, oil prices fell by approximately $50 per barrel, setting in motion a decline in Texas' active drill rigs throughout 2023. The subsequent price gyrations only added to uncertainty, further subduing exploration. On the positive side, exploration companies have been able to boost production of existing wells via improvements in productivity. The forecast is for West Texas Intermediate to rise back into the mid-$80 per barrel range this year, the expectation is that once companies are confident prices will remain elevated, the industry will revive. Separately, in early 2023, Tesla began constructing a lithium-refining facility near Corpus Christi that will support the production of batteries for electric vehicles. The company projects that the plant will be operational in 2024, initially resulting in a few hundred permanent jobs. In the meantime, the facility's construction is adding an additional 500 or more jobs. The logistics industry should continue the recovery that began toward the end of 2023 following a decline through most of the year. One factor behind the recovery is that the Port of Corpus Christi Ship Channel is working on an expansion after receiving federal funding at the end of 2022. Completion is expected this year, resulting in a wider and deeper port better able to accommodate rising export flows of energy and agricultural products. Further, Cheniere is planning a 12 million-ton per year expansion of its local natural gas liquefaction facility. A driver of this activity has been Russia's invasion of Ukraine, which led European and other natural gas importers to seek alternative sources of supply. As a result, in 2022, the U.S. became the world's second-largest exporter after Qatar. LPA 2024.04.139 PAGE 7 REGIONAL CORPUS CHRISTI•TEXAS VACANT LAND Residential construction rebounded modestly from its sharp contraction in 2022, but still-elevated mortgage rates will limit further gains in 2024. After house prices fell in the first half of 2023, prices have begun to rise moderately. But demographics will curb gains in housing in the longer term. In particular, there has been no population growth in recent years. One reason is that because the number of high-wage jobs is only half the national share, out-migration occurs as workers search for better jobs elsewhere.Another constraint is that the number of adults with a bachelor's degree is only two-thirds the national share, limiting the metro area's attractiveness for employers considering relocation. Strengths ■ Port of Corpus Christi expansions lead to growth in exports. ■ Rising demand for LNG boosts the distribution industry. Weaknesses ■ Lack of well-paying jobs accelerates outmigration as residents relocate to larger metro areas such as Dallas and Houston. ■ Uncertainty surrounding oil prices causes oil companies to hold back on investment. 2019 2020 2021 2022 2023 INDICATORS 2024 2025 2026 2027 2028 26.8 25.5 27.7 26.8 27.3 Gross metro product (C12$bil) 28.2 28.8 29.6 30.4 31.3 0.4 -5.1 8.5 -3.0 1.8 %change 3.2 2.2 2.6 2.9 3.0 193.9 181.3 183.9 190.3 194.8 Total employment (ths) 197.5 199.5 201.0 202.4 203.9 0.3 -6.5 1.4 3.5 2.4 %change 1.4 1.0 0.8 0.7 0.7 4.3 9.1 7.1 4.9 4.5 Unemployment rate (%) 4.2 4.2 4.2 4.1 4.1 6.0 4.7 10.5 2.2 6.7 Personal income growth (%) 4.4 4.4 4.4 4.5 4.5 55.5 57.3 58.9 61.4 64.0 Median household income ($ths) 66.1 68.3 70.7 73.3 75.9 445.7 446.0 447.8 451.4 455.1 Population (ths) 458.2 460.9 463.5 466.1 468.6 -0.2 0.1 0.4 0.8 0.8 %change 0.7 0.6 0.6 0.6 0.6 -2.5 -0.6 1.7 3.2 2.6 Net migration (ths) 1.9 1.7 1.6 1.7 1.8 1842.0 1819.0 2423.0 2092.0 1894.4 Single-family permits (#) 1377.1 1484.9 1600.5 1599.4 1571.2 214.0 277.0 366.0 5.0 67.8 Multifamily permits (#) 451.0 442.0 472.4 494.0 484.1 3.0 4.6 12.0 14.3 3.0 FHFA house price (1995Q1=100) 1.4 -0.9 -0.1 1.1 2.1 Moodys Analytics PA 2024.04.139 PAGE 8 REGIONAL CORPUS CHRISTI•TEXAS VACANT LAND MAJOR ATTRACTIONS Corpus Christi is a popular tourist destination because of its mild climate and location. It is the most frequented vacation destination in Texas with 10.61 million annual visitors.Most visitors are the traditional summer beach visitors and "Winter Texans" which pump an estimated$1.35 billion annually into the local economy. Corpus Christi convention activity is focused in the area at the north end of Shoreline Boulevard near the Harbor Bridge. The American Bank Center Convention Center events support a number of hotels in the downtown Bay Front area.The center(located at 1901 N.Shoreline Boulevard-north of IH 37 and east of US 181) opened in late 2004 and features a 2,526-seat auditorium, a sports arena seating 10,500 and meeting and exhibition space. The sports arena is home to Corpus Christi's Ice-rays hockey team and the Texas A&M - Corpus Christi University basketball teams. Whataburger Field is home to the Corpus Christi Hooks, the Double-A affiliate of the Houston Astros. TRANSPORTATION Corpus Christi International Airport The Corpus Christi International airport serves the coastal bend of Texas.The four airlines that serve CCIA are American, Southwest, and United Airlines. These airlines provide direct flights to both airports in Houston as well as in Dallas. Port of Corpus Christi The Intracoastal Waterway and the Port of Corpus Christi make Corpus Christi a major transportation and bulk cargo center. The port is the 8th largest in the nation in terms of annual tonnage and is located mid-way along the Texas coast on the Gulf of Mexico (approximately 150 miles north of the United States/Mexico border) just north of IH 37 and the Central Business District (CBD). Low-cost barge transportation is available on this 1,177-mile waterway that links Corpus Christi with 9,812 miles of commercially navigable waterways in the mid-continent regions of the Mississippi River and its tributary systems as well as 2,500 miles of waterway along the Gulf of Mexico. The Texas Department of Transportation The main thoroughfares that serve the area are I-37,which provides easy access to San Antonio, State Highway 35, which connects the area to Houston, and US Highway 77, which connects 7n� the area to the Rio Grande Valley. Other important roadways include State Highways 358 and 361, which connect the city to Padre Island. CONCLUSION Corpus Christi will improve slowly in 2024 as the energy and distribution industries recover. Longer term, weak population growth and other structural factors will constrain growth. PA 2024.04.139 PAGE 9 REGIONAL CORPUS CHRISTI•TEXAS VACANT LAND NEIGHBORHOOD A neighborhood is typically a segment of a community, city or town which is a homogeneous grouping of individuals, buildings or business enterprises within the larger community. A neighborhood has three stages of life and possibly a fourth. They are (1) integration (the development stage), (2) equilibrium (the static stage), (3) disintegration (the declining or decaying stage), and possibly (4) a redevelopment or rejuvenation state or period and continuance of the neighborhood life cycle. o 0 0 0 ©Mea nsville Cemetery 0 Doyle 11 UFO P Posit.Cemeteryq /fake Park H-E_B. Duth Park Asa ANNAVILLE (yw� 164I • `\\ 0 4 North Beacl/ Texas State Aquarium oJBorchard _ nal Fairgrounds .......n - � C,Or u iiChrl5tl f � SUBJECT i' CF=�- Violet O 'C © Cole Park CENTRAL tIiY A Corpus Christi r 0 International 0 O Airport he Home pot' 0 ® �.MOLINA 0 3a ®4 (�'�.Driscaf Chtldref Memory `�Hoepita'' Gardens Funeral Home &Cemetery P L5? yes 0 .:r Un Tet o I 0 Carpus Christi Gun Clubv H-E-B® � Sams Club BAY ARE v Tierra Grande L� F431 souTn AIDE Petronila Lam'= (J 0 (2_g South Texas 01 Botanical W Gardens& Pre Modern American Cheer Nature Center 777 O O C O n r LPA 2024.04.139 PAGE 10 REGIONAL CORPUS CHRISTI•TEXAS VACANT LAND • LOCATION The subject property is located in the City of Corpus Christi, Nueces County, Texas.The subject neighborhood is best defined by use patterns, as well as the location of major thoroughfares and natural boundaries. Neighborhood boundaries are generally defined as the city limits of Corpus Christi. GENERAL INFO Corpus Christi is a coastal city in the South Texas region, which is 130 miles southeast of San Antonio. Corpus Christi has a population of 327,423 people with a median age of 35.7 and a median household income of $57,387. Between 2016 and 2021 the population of Corpus Christi grew from 325,734 to 327,423, a 0.52% increase and its median household income grew from $54,344 to $57,387, a 5.60% increase. This city is home to a number of popular destinations for both tourist and residents. Most of the local economy is driven by tourism and the oil and petrochemicals industry.The city's location provides opportunities for water sports and nature tourism. Some of the most visited attractions are located on North Beach, where the Texas State Aquarium and the USS Lexington Museum on the Bay are located. The Port of Corpus Christi, which is the fifth largest U.S. Port and deepest inshore port on the Gulf of Mexico, handles mostly oil and agricultural products. Corpus Christi is home to several institutions of higher learning such as Texas A&M University-Corpus Christi, De Mar College, and numerous vocational schools. The city has six school districts which provide primary and secondary education for residents. The market area is a combination of vacant land, single-family residential, retail, multifamily, office and industrial uses. Retail/commercial development is primarily located along major thoroughfares such as SH 358(South Padre Island Drive). Residential uses are located on secondary thoroughfares. PA 2024.04.139 PAGE 1 1 REGIONAL CORPUS CHRISTI•TEXAS VACANT LAND CORPUS CHRISTI DOWNTOWN Corpus Christi's Downtown/Bayfront area has great hotels, some of the city's finest dining options, a marina and museums. The Marina Arts District in downtown features excellent eateries, art, original music and festivals. The Sports, Entertainment and Arts District (SEA District) is located at the southern edge of the Corpus Christi Ship Channel.The SEA District includes the Museum of South Texas, the Corpus Christi Museum of Science and History, Concrete Street Amphitheater and Hurricane Alley Waterpark. Whataburger Field, home to the Corpus Christi Hooks (Double-A affiliate of the Houston Astros), is also located in the SEA District. McGee Beach is located on the downtown seawall and offers a beach that is perfect for children and fishing along the jetties. The Mirador de la Flor is located on the Corpus Christi Bayfront Seawall which is located at the Peoples Street T-Head and is popular among tourists. Selena Quintanilla Perez was an 'r,l� acclaimed Tejano singer born in Corpus Christi whose life and music touched the community and many people around the :` w world. The life size-bronze statue was sculpted by H.W. "Buddy" _ Tatum, awell-known Corpus Christi artist. MM Established in 1923, the Corpus Christi Yacht Club is located in Downtown Corpus Christi along Coopers Alley.The two-story private club is equipped with a full-service restaurant/bar and outdoor pool which hosts various events such as weddings, luncheons, and social �- gatherings. The Yacht Club regularly hosts regattas and offers a learn-to-sail program to both members and non-members between ages 6-18. This allows students to learn about water safety, rigging techniques, sailing skills, knots, and weather before venturing outside of the club's marina by the end of season. LPA 2024.04.139 PAGE 12 REGIONAL CORPUS CHRISTI•TEXAS VACANT LAND NAVAL AIR STATION CORPUS CHISTI NAS Corpus Christi was commissioned on March 12, 1941 after a board found that a lack of training facilities capable of .- meeting an emergency demand for pilots constituted a grave situation. NAS CC provided intermediate flight training in World War II, training naval pilots to fly SNJ, SNV, SNB, OS2U, PBY, and N3N airplanes. In 1944 it was the largest naval aviation training facility in the world. The facility covered 20,000 acres, had 997 hangars, shops, barracks, warehouse and accessory buildings. Today, Training Air Wing FOUR produces approximately 400 newly qualified aviators each year via the "Maritime Pipeline" for shore-based US Navy, US Marine Corps and US Coast Guard fixed—wing jet and turboprop aircraft. Training Air Wing FOUR consists of four squadrons which handle training in the T-613 Texan II, a single engine turboprop aircraft and advanced training in the twin engine T-44C Pegasus aircraft. NAS Corpus Christi is also home to the Corpus Christi Army Depot, the largest helicopter repair facility in the world. NORTH BEACH DEVELOPMENTS North Beach is the home of Corpus Christi's top tourist attractions - The USS Lexington Museum and the Texas State Aquarium,which both attract approximately 800,000 visitors annually.The USS Lexington Museum is a World War II vintage aircraft carrier that now services as a naval aviation museum and educational facility. Commissioned in 1943, the carrier served the United States longer and set more records than any other carrier in the history of naval aviation. The Texas State Aquarium mission is to engage people with animals, inspire appreciation for our seas and support wildlife conservation. North Beach offers a good variety of places to eat and drink and awesome bayfront views, a 1.5-mile-long sandy beach, and Concrete Beachwalk. Two fishing jetties are located on North Beach at the north and south ends. In 2017, Frazier started planning Lighthouse Pointe, a $25 million project at the tip of North Beach on the west side of U.S. Highway 181, across from the subject property.The complex will feature 159 luxury + rs one, two, and tree-bedroom apartment _ units, eight townhomes, a marina, spa, restaurant, chapel and a 136-foot Texas lighthouse.As of June 2022,the construction is still on going and is expected to be complete before the end of 2022. PA 2024.04.139 PAGE 13 REGIONAL CORPUS CHRISTI•TEXAS VACANT LAND ACCESS Access to the subject neighborhood is considered good due to its close proximity to U.S. Highway 181 to the west. U.S. Highway 181 originates in downtown Corpus Christi and connects Corpus Christi to Portland and extends far northwest to San Antonio. Interstate 37 is to the south of the subject which provides a direct link to both Interstate Highway 35 and Interstate Highway 10 in San Antonio. Interstate 69E/ US Highway 77 connects the city to Brownsville to the south and Victoria and Waco to the north. Texas State Highway 44 is a main thoroughfare that connects Corpus Christi to Laredo and the western part of South Texas by way of Interstate 69W / US Highway 59, Interstate 35, and US Highway 83. The inner-city public transportation is provided by Corpus Christi Regional Transportation Authority with its bus route. Other primary thoroughfares include Highway 286 (Crosstown Expressway) and Highway 358 (South Padre Island Drive). UTILITIES The majority of the city of Corpus Christi is adequately served by all the typical utilities, including water, sewer, electric service, natural gas, septic and public telephone. Major utility companies servicing the neighborhood include the City of Corpus Christi and TXU Electric Company. NUISANCES & HAZARDS Nuisances and hazards are limited in the subject neighborhood. Vibration, smoke, smog, odors and intense noise are basically related to vehicular traffic along the major thoroughfares. As in any area, traffic density poses problems ranging from congestion to noise. These problems are not severe and are a natural part of most communities. PA 2024.04.139 PAGE 14 REGIONAL CORPUS CHRISTI•TEXAS VACANT LAND LIFE CYCLE Each neighborhood has a unique and dynamic quality all its own, given man's unique imagination, design and development of an area. This quality is described as a "life cycle,"which is identified in The Appraisal of Real Estate as evolving through the following four stages. Growth Neighborhood gains public favor and acceptance Stability Equilibrium without marked gains or losses Decline Diminishing demand Revitalization Renewal, modernization and increasing demand Overall, the subject neighborhood appears to be in the stability period of its life cycle. Land prices have increased. The immediate area is a well-established area within the city of Corpus Christi and is considered to be approximately 70%developed. Properties appear to range in age from new to over 50 years. CONCLUSION The subject neighborhood is located in Corpus Christi, Nueces County, Texas. Demand for virtually all types of real estate in this area has been mostly stable in recent years. The future growth of the neighborhood relies heavily upon the strength of the economy and the overall strength of the real estate market within the entire Corpus Christi area. The subject property displays good locational attributes in the defined neighborhood and should benefit from any positive economic conditions experienced by the immediate area. PA 2024.04.139 PAGE 15 DEMOGRAPHICS CORPUS VACANT I-AND DEMOGRAPHICS The following pages summarize data generated by the STDB. gpesa Slt- f'1- p 4 ' r DEMOGRAPHICS CORPUS CHRISTI•TEXAS VACANT LAND Gesri' Prepared by Esri Rings: 1,3, 5 mile radii _atitude. 21.i8513 Longitude: -97.41330 1 mile 3 miles 5 miles Mortgage Income 2023 Percent of Income for Mortgage 15.41/❑ 14.99'❑ 17.5% Median Household Income 2023 Median Household Income $29,337 $38,894 $44,917 2028 Median Household Income $31,857 $42,995 $50,795 2023-2028 Annual Rate 1.66% 2.03% 2.49% Average Household Income 2023 Average Household Income $46,562 $61,618 $66,667 2028 Average Household Income $52,576 $68,934 $74,688 2023-2028 Annual Rate 2.46% 2.27% 2.30% Per Capita Income 2023 Per Capita Income $17,402 $23,069 $24,901 2028 Per Capita Income $19,986 $26,211 $28,271 2023-2029 Annual Rate 2.81% 2.59% 2.57% GINI Index 2023 Gini Index 46.5 46.3 44.5 Households by Income Current median household income is$44,917 in the area,compared to$72,603 for all U.S.households.Median household income is projected to be$50,795 in five years,compared to$82,410 for all U.S.households Current average household income is$66,667 in this area,compared to$107,008 for all U.S.households. Average household income is projected to he$74,688 in five years,compared to$122,048 for all U.S.households Current per capita income is$24,901 in the area,compared to the U.S.per capita income of$41,310. The per capita income is projected to be$28,271 in five years,compared to$47,525 for all U.S.households Housing 2023 Housing Affordability Index 141 148 126 2010 Total Housing Units 6,163 31,472 53,604 2010 Owner Occupied Housing Units 2,218 14,574 27,494 2010 Renter Occupied Housing Units 3,001 13,103 20,352 2010 Vacant Housing Units 944 3,795 5,758 2020 Total Housing Units 5,695 28,942 51,426 2020 Owner Occupied Housing Units 1,859 12,778 25,067 2020 Reuter Occupied Housing Units 2,797 12,136 19,982 2020 Vacant Housing Units 1,D05 4,039 6,362 2023 Total Housing Units 5,740 29,074 52,077 2023 Owner Occupied Housing Units 2,009 13,289 26,415 2023 Renter Occupied Housing Units 2,626 11,509 18,746 2023 Vacant Housing Units 1,103 4,276 6,916 2028 Total Housing Units 5,766 29,270 52,525 2028 Owner Occupied Housing Units 2,046 13,423 26,713 2028 Renter Occupied Housing Units 2,603 11,405 18,656 2028 Vacant Housing Units 1,117 4,442 7,156 1 mile 3 miles 5 miles Population 2010 Population 15,913 78,073 134,958 2020 Population 13,782 68,641 123,036 2023 Population 13,573 67,628 122,310 2028 Population 13,486 66,949 121,485 2010-2020 Annual Rate -1.431/a -1.281/. -0.92% 2020-2023 Annual Rate -0.47% -0.46% -0.18% 2023-2028 Annual Rate -0.13% -0.20% -0.14% 2020 Male Population 51.9% 50.1T. 49.8% 2020 Female Population 48.1% 49.9% 50.2% 2020 Median Age 38.8 39.2 38.6 2023 Male Population 50.8% 49.7% 49.3% 2023 Female Population 49.211h 50.3% 5D.7% 2023 Median Age 37.3 37.9 37.6 In the identified area,the current year population is 122,310.In 2020,the Census count in the area was 123,036. The rate of change since 2020 was-0.18%annually.The five-year projection for the population in the area is 121,485 representing a change of-0.14%annually from 2023 to 2028.Currently,the population is 49.3%male and 50.7%female. Median Age The median age in this area is 37.6,compared to U.S.median age of 39.1. LPA 2024.04.139 PAGE 17 DEMOGRAPHICS CORPUS CHRISTI•TEXAS VACANT LAND i esn" Demographic and Inc. _ Profile Prepared by Esri Ring: 3 mile radius Latitude: 27.78513 Longitude: -97.41330 Summary Census 2010 Census 2020 2023 2028 Population 78,073 68,641 67,628 66,949 Households 27,677 24,914 24,798 24,828 Families 18,147 16,020 15,642 15,594 Average Household Size 2.72 2.65 2.62 2.59 Owner Occupied Housing Units 14,574 12,778 13,269 13,423 Renter Occupied Housing Units 13,103 12,136 11,509 11,405 Median Age 35.9 39.2 37.9 39.6 Trends: 2023-2028 Annual Rate Area State National Population -0.20% 0.970/. 0.300/. Households 0.02% 1.151% 0.499% Families -0.06% 1.161% 0.44% Owner HHs 0.20% 1.38% 0.66% Median Household Income 2.03% 2.56% 2.57% 2023 2028 Households by Income Number Percent Number Percent <$15,000 4,308 17.4% 4,068 16.40/. $15,000-$24,999 3,362 13.61/o 2,923 11.8%a $25,000 $34,999 3,549 14.31/. 3,295 13.3% $35,000 $49,999 3,592 14.51/. 3,487 14.0% $50,000 $74,999 3,865 15.6% 4,026 16.2% $75,000-$99,999 2,582 10.41/6 2,870 11.6% $100,000-$149,999 2,106 8.5% 2,450 9.9% $150,000-$199,999 647 2.61/. 827 3.3% $200,000+ 786 3.21/o 880 3.5% Median Household Income $38,894 $42,995 Average Household Income $61,618 $68,934 Per Capita Income $23,069 $26,211 Census 2010 Census 2020 2023 2028 Population by Age Number Percent Number Percent Number Percent Number Percent 0-4 5,866 7.5% 4,106 6.0% 4,507 6.7% 4,435 6.61f. 5-9 5,713 7.3% 4,318 6.3% 4,495 6.61/. 4,243 6.31/n 10- 14 5,500 7.0% 4,574 6.7% 4,419 6.5% 4,258 6.41/n 15- 19 5,627 7.2% 4,704 6.9% 4,326 6.4% 4,105 6.11/o 20-24 5,309 6.8% 4,279 6.20/a 4,317 6.40/. 4,160 6.2% 25-34 10,217 13.1% 8,815 12.8% 9,264 13.7% 8,356 12.5% 35-44 9,147 11.7% 8,404 12.20% 8,116 12.0% 8,390 12.5% 45-54 11,115 14.2% 8,058 11.7% 7,313 10.8%a 7,301 10.91% 55-64 8,857 11.3% 9,530 13.91/a 8,168 12.1% 7,525 11.21/o 65-74 5,245 6.7% 6,929 10.10% 6,890 10.2% 7,333 11.00/0 75-84 3,789 4.9% 3,351 4.9% 3,953 5.8% 4,738 7.1% 85+ 1,686 2.2% 1,574 2.3% 1,857 2.7% 2,105 3.11/n LPA 2024.04.139 PAGE 18 DEMOGRAPHICS CORPUS CHRISTI•TEXAS VACANT LAND esri- Demographic and Inc. _ Profile Prepared by Esri Ring: 3 mile radius Latitude: 27.78513 Longitude: -97.41330 Trends 2023-2028 2.s z 2 L W � 1.5 a-' 1 �° 0.5 Area State 0- f USA Population Households Families Owner HHs Median HH Income Population by Age 12 10 c 8 v L a 6 4 2023 2 2028 0 0-4 5-9 10-14 15-19 20-24 25-34 35-44 45-54 55-64 65-74 75-84 85+ 2023 Household Income $1SK-$24K 13.6% $25K-$34K 14.3% [$15K 17.4% $200K+ $35K-549K 3.2% 14.5% $150K-$199K 2.6% $100K-$149K 8.5% $50K-$74K $75K-$99K 15.61% 10.4% LPA 2024.04.139 PAGE 19 ECONOMIC UPDATE CORPUS CHRISTI•TEXAS VACANT LAND ECONOMIC UPDATE LPA is committed to monitoring the current economic environment. The following section analyzes several current economic factors such as the lingering effects of COVID-19, inflation, gas prices, supply chain issues, unemployment, etc. and the effects on commercial real estate. COVID-19 As COVID-19 began in 2020, unemployment reached a high of 14.7%. GDP declined 34% in Q2 2020, The CARES Act, enacted shortly after the beginning of COVID, was a shot in the arm of the U.S. economy. Throughout 2020 and as we entered 2021, the economy began to ease slightly. In 2021 the U.S. began offering four vaccines: Johnson & Johnson, Pfizer, Moderna, and Novavax. Although riddled with supply chain problems and closing businesses, the unemployment rate continuously decreased to 3.5%where it stands as of August 2022. GDP has increased since Q2 2020. The U.S. government has enacted various monetary and fiscal policies to assist the economy, such as $377 billion in emergency grants and loans for small businesses and decreasing the federal fund rate. Although the economy is recovering from COVID-19, these are still unpredictable times. Outlined below is a timeline of important events in the history of the pandemic. Jan 2020 The first instance of the coronavirus is seen in the U.S. Mar 2020 The World Health Organization declares COVID-19 a worldwide pandemic. Mar 2020 President Trump signs a $2 Trillion economic stimulus bill. Feb 2021 Pfizer, Moderna, and Johnson &Johnson vaccine all approved for emergency use. Mar 2021 Congress passes the American Rescue Plan, the largest stimulus bill to date. Mar 2022 The Federal Reserve raised interest rates for the first time since 2018 in order to combat rapid inflation. Jun 2022 U.S removes Covid testing requirement for travel into the United States. May 2023 COVID-19 Public Health Emergency officially ended May 1 1'" in the U.S. Nov 2023 The newest variant, HV.I, arrives in the U.S. as it's currently responsible for 25%of new cases. Apr 2024 FDA approves emergency use for CorDx's at home test that tells whether you have the flu or COVID-19 PA 2024.04.139 PAGE 20 ECONOMIC UPDATE CORPUS CHRISTI•TEXAS VACANT LAND UNEMPLOYMENT The COVID-19 pandemic accelerated already emerging trends in slow labor force growth and higher demand for skilled labor. The number of jobless claims skyrocketed in March 2020, when the pandemic officially began, with official unemployment numbers reaching 23.1 million or 14.7%. Unemployment has steadily declined over the following months, with the unemployment rate as of July 2023 recorded at 3.5%, which is back to pre-pandemic levels. In 2022, US employers added a total of 4.5 million new jobs,which is the second strongest year in the past 40 years after 2021. The majority of the new jobs were led by the leisure and hospitality industry as well as professional and business services. Despite the low unemployment rate and job creations, industries are still having problems being understaffed as people used COVID-19 to change jobs and careers, leaving holes in the industries they've left behind.Career changes and the need to work remotely have led to a worker shortage, especially in the food service and hospitality industries. The chart below shows the monthly unemployment rate since April 2021. UNEMPLOYMENT RATE 16.00% 14.00% 12.00% 10.00% 8.00% 6.00% 4.00% 2.00% 0.00% N N N N N N N N N N N N N N N N N N N c U � c 0) - U � c 0) - U LL - Q o m U- Q o m U- Q o m U- Q Q O o Q O o Q O o Federal Reserve Bank of St. Louis PA 2024.04.139 PAGE 21 ECONOMIC UPDATE CORPUS CHRISTI•TEXAS VACANT LAND INFLATION Inflation has hit the United States hard since the beginning of 2021. Inflation is the rate of increase in prices over a given period of time. The most common form of measurement is the Consumer Price Index (CPI). This measures the percentage change in price over a "basket" of goods and services in households. According to the U.S Bureau of Labor Statistics, the annual inflation rate in the U.S. has slowed more than expected to 3.2% in July 2023 from an over 40-year high of 9.1% in June 2022. The below chart using data from the U.S. Bureau of Statistics shows the inflation rate over the last 40 years and the increase of inflation in the U.S. since April 2020, and the start of the COVID-19 pandemic. INFLATION SINCE 1982 14.00% 12.00% 10.00% 8.00% 6.00% 4.00% 2.00% 0.00% -2.00% -4.00% N V 10 Co O N V 10 Co O N V 10 Co O N V O C0 O N V Co Co Co Co 01 01 C` O O O O O N N N Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q U.S. Bureau of Statis PA 2024.04.139 PAGE 22 ECONOMIC UPDATE CORPUS CHRISTI•TEXAS VACANT LAND GAS PRICES Since the beginning of 2022, the national average has remained above the 3 years prior and indicates a downward trend. Prices dropped 32 cents in July, and 79 cents in August. After a historic 98-day streak of falling gas prices, the average rose a penny near the end of September. The longest streak was 1 15 days in 2014-2015. There are several complicated, important factors involved in the increase and decrease in gas prices over the last several months.The following chart shows the national average gas price per gallon of the prior 4 years. GAS PRICES SINCE 2019 $6.00 $5.00 $3.60 $4.00 $3.00 $2.00 $1.00 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 2019 2020 2021 2022 }2023 2024 U.S. Energy Information Administration The sharp increase can be contributed to the Russia/Ukraine war as Russia is the 2nd largest exporter of oil in the world. Since beginning in February 2022, the Russia/Ukraine conflict has caused Russia to become heavily sanctioned, playing an important factor in the increase of gas prices. Although the U.S. is the world's leading gasoline producer, production has decreased since late 2019. Additionally, refineries closing at the beginning of COVID-19 have led to a decrease in operating oil refineries leading to higher demand than supply. Refineries increase their rates when demand is higher than supply due to the need of the product and the increased willingness of people to pay for that product. Some reasons for the sharp decrease in gas prices involve panic over inflation driving down prices, people driving less due to the high gas prices, and the Biden administration's release of emergency oil from the national stockpile. PA 2024.04.139 PAGE 23 ECONOMIC UPDATE CORPUS CHRISTI•TEXAS VACANT LAND INTEREST RATES Prime Rate is individually determined by banks and often used as a reference rate (also known as the base rate) for several types of loans. Examples of the types of loans using this rate include credit card loans and small business loans. The prime rate is used by banks to lend to consumers and are fixed and typically do not change over extended periods of time. Secured Overnight Financing Rate is a benchmark interest rate that institutions utilize for business and consumer loans. The Secured Overnight Financing Rate (SOFR) is the dominant benchmark rate after the US LIBOR panels ended on June 30, 2023. Unlike its predecessor, SOFR incorporates actual lending transaction data amongst institutions making it a more reliable source. Federal Funds Rate is set by the Federal Open Market Committee (FOMC). This rate is the target at which excess reserves are lent and borrowed amongst commercial banks overnight. This rate influences short-term rates on credit cards and consumer loans as well as piquing investors' interest by impacting the stock market. INTEREST RATES 10.00% 8.00% 6.00% 4.00% 2.00% 0.00% O O O N N N N N N N N N N N N N N N N N N N N N Q U Q U Q U Q U Q O O Q ° Q ° Q O ° Q O ° Q -SOFR -Fed Fund -PRIME FedPrimeRate To combat higher than average inflation, rates began increasing in early 2022. Interest rates and capitalization rates generally move in tandem. Increased cost of capital commonly results in upward pressure on capitalization rates which can, but does not always, cause softening in the market. LPA is committed to monitoring and analyzing the impact of increasing interest rates. PA 2024.04.139 PAGE 24 ECONOMIC UPDATE CORPUS CHRISTI•TEXAS VACANT LAND BANKING Silicon Valley Bank became the 2nd largest bank collapse in U.S. history at the time (until First Republic Bank's collapse a month later) on March 1 Ot", 2023. After the largest bank run in U.S. history, SVB was seized by the Federal Deposit Insurance Corporation (FDIC), and then sold to First Citizens Bancshares. Signature Bank became the 3rd largest bank collapse in U.S. history at the time, following SVB's collapse days prior. Unable to bounce back from the combination of the crypto exchange FTX's collapse and SVB's collapse, Signature experiences a bank run and ultimately collapses. First Republic Bank is currently the 2nd largest bank failure in U.S. history, despite the banking industry's best efforts to save it. The almost $100 Billion dollars pumped into First Republic wasn't enough to prevent them from selling assets, ultimately being seized and sold. Mar 8 2023 Silicon Valley Bank creates panic after announcing it sold$21 billion in securities at a loss Mar 9 2023 Silicon Valley Bank clients withdraw$42 billion, creating the largest bank run in U.S. history Mar 10 2023 As Silicon Valley Bank officially collapses, Signature Bank experiences a multi-billion dollar bank run Mar 11 2023 The 1 1 largest U.S. banks give First Republic Bank$30 billion while JPMorgan Chase gives$70 billion Mar 12 2023 Signature Bank is seized by the FDIC and assets sent to Signature Bridge Bank during the bidding process Mar 19 2023 Signature Bridge Bank is bought by New York Community Bank and put under the Flagstar Bank subsidiary Apr 28 2023 FDIC seizes control of First Republic Bank after it begins selling assets at a loss, causing stock to drop May 1 2023 First Republic bank is officially closed and sold to JPMorgan Chase Aug 2 2023 Heartland Tri-State Bank officially becomes Dream State Bank after closing Friday, July 28t" Jan 31 2024 New York Community Bancorp (NYCB) is now experiencing trouble as stocks fell 46%and lost$252 million Apr 12 2024 Less than half of U.S. banks have pledged collateral to the Federal Reserve's emergency lending facility. PA 2024.04.139 PAGE 25 ECONOMIC UPDATE CORPUS CHRISTI•TEXAS VACANT LAND SUPPLY CHAIN As businesses re-opened due to the slowing of COVID-19, e-commerce accelerated the demand for products, which quickly outpaced the capacity of manufacturing plants. Businesses have begun to focus on near-sourcing materials closer to their manufacturing plants and ultimately closer to the end users. The need to decrease the demand and delays at ports and other entry points was a major reason for companies to focus more on manufacturing from home and less on importing goods and materials. The supply chain issues began in 2020 after computer processor chip manufacturers began slowing and shutting down operations due to the COVID pandemic, resulting in manufacturers not being able to keep up with the increased demand of computer electronics due to a large number of companies moving towards work from home policies. CONCLUSION The current economic environment is ever changing. As mentioned previously, LPA is working diligently to capture and analyze current market data to reliably quantify impacts on real property values, national and regional. As the situation evolves, LPA is committed to monitoring current events and how they impact the commercial real estate market. PA 2024.04.139 PAGE 26 SITE DESCRIPTION CORPUS CHRISTI•TEXAS VACANT LAND SITE DESCRIPTION PHYSICAL Location The subject property is located along the east side of 19th Street, just north of Mary Street. The address associated with the subject property is 536 19th Street, Corpus Christi, Nueces County, Texas. Legal Description Lot 2, Jasmin Addition, City of Corpus Christi, Nueces County, Texas Size / Configuration / Flood Zone Per the Nueces County Appraisal District, the subject site is a 0.0733-acre (3,192 SF) tract of vacant land. The site is generally rectangular in shape with generally level topography. The property is not located in a designated flood plain. Frontage / Accessibility The subject's site displays adequate frontage to support improvements. The subject site is considered to possess ample access to the subject's traffic carrier which is a secondary traffic carrier for the area and is in average overall condition. Utilities Public water and sewer service are provided by the subject's municipality. According to city officials, these utilities are sufficient for the development in the area. In addition, the city provides fire and police protection along with garbage pick-up. Electrical and natural gas are provided by the region's typical providers. At the present time, all utilities appear to be sufficient for area development patterns. PA 2024.04.139 PAGE 27 SITE DESCRIPTION CORPUS CHRISTI•TEXAS VACANT LAND LEGAL Zoning / Restrictions The subject site is zoned as "RS-6" -Single-Family 6 District by the City of Corpus Christi. The Single-Family 15, 10 and 6 zoning districts provide for orderly suburban residential development and redevelopment. A limited number of public and civic uses are allowed, subject to the restrictions necessary to preserve and protect the single-family character of the neighborhood. It is noted that the subject does not meet the minimum lot area, minimum lot width, minimum yards, and street frontage required by the development standards; however, per conversation with Mark Orozzo with the Corpus Christi Planning and Zoning Department, the subiect lot is a non-conforming lot, but could be sold and developed as the lot was platted before the establishment of the current zoning standards. Table 4.3.3 Residential Development(single-family districts)DISTRICTS FR RE RS-22 R5-15 RS-10 RS-6 RS-4.5 Min Lot Area 5 ac. 1 ac. 22,000 15,000 10,000 6,000 4,500 ...................................... Min.Lot Width(Ft.) 150 100 75 50 50 50 45 Min.Yards(ft.) 25 25 20 Street 50 25 25 25 Street(corner) 25 25 See 4.2.10 Side(single) 25 15' 10 5 5 5 5 Side(total) 50 30, 20 10 10 10 10 Rear 25 15 10 5 5 5 5 Min.Open Space 30% 30% 30% 30% 30% Max.Height(ft.) 45 35 35 35 35 35 35 Easements / Encroachments The subject site is encumbered by typical utility easements. Due to the general location of these easements, they are not considered detrimental toward development and/or the site's overall marketability. No other detrimental easements and/or encroachments were noted upon physical inspection of the subject tract. It should be noted, however, that if a current survey map, or a registered surveyor determines that adverse easements exist, these factors might impact the market value and/or the marketability of the subject property. Therefore, it is assumed that no easements and/or encroachments exist, which would adversely affect the marketability or desirability of the site. CONCLUSION Given the physical characteristics, the subject site is capable of being developed with a residential use. PA 2024.04.139 PAGE 28 .�. . L _ - _- 1liole%ta Ctirwr •. Y ,y r I � _ Larrr�.c St a.. Hprn .. :,. , F A4nes SP' Agrics St kit Aqs ef.St II dd ] .. 1 relmY+Leiile';'.t II r A � M,rg,,ellte St - ,- i PA argue?it a Marguerrte.s't 71 MarySt d - Mrry Stoposq �. 17. R Pr- eIgh School ,Ir h omb St, . Moms St I Ivlaldonad'•o - Heatinq F Air Cc'cman Ave C Ieman --m Cs Inman Ave Coleman A'+e MIA& - N - + Ruth Si - _ W t •. l w # n 8 0 � k* r h . $ - SFO lid � ueces County �`" . f- mrnunity Action.. 4lakin w - Bj Idwin'Couris H Bald r�`iiir'TE0 r9s -A-L ` �'�� " The Sall Ian P.— Tne Salvation Arm ..._ P . pp u oty,�enfer _n w�ies� ftdl"" N.# . r *1 • ;n Wi gglnHomes- L ., • 248908 248927 1 228358 228354 248907 248928 248906 i 248929 248905 { 248930 A 248904 ' R 248931 248903 248932 i 248902 248933 �•' f' 248901 r` At pop i I SITE DESCRIPTION CORPUS CHRISTI•TEXAS VACANT LAND t�� I MARGUERITE ST -CN-1 ZONING I51a 2018 1_219 2215 2213 2209 2205 —2203 — ` - 512 — 514 rf� - � 51G — — — 429 rr 518 — 503. 52a 502 05 . .' 2025 20 14 2212 2210 2208L220'6521 522 S07 508 11 R � .526 l 511 H '528. 513 �— S BJECT -15� 2034 2a2s I �21 MARY ST � J 519 �} y 538 ! AAARY Z MARY 2031 —2029 2025 2 CI 2105 t 2032 202E I 2121 ST I 1 RM-3 CI Zoning:RS-6 2217 2211 _ ORDINANCE 032603 ORDINANCE1 11/15/2021 6:QD PM OVERLAY SPi21-07 `^ TAG RS-6 CASE—NUM 0921-02 LPA 2024.04.139 PAGE 31 n Howard 5tLJ s A?� y ■ Fit .. SA taiedo S, f7Te !a'a. :F CiJ ^ wrt r`: w,►Y A+�®r-s , ��% ak CC ' r "i, , ■ Mary .t st 'Y thaw`-t Mary .'2L tit-,�. (. f 1 orr i,, lf _ l.lf I r "•^-,_ l hM1cf '"54 v * :: rn:a j t,s' � Frr,,ir a•,N .. l+aril man`A+e !n 1 ' r J1h St' ;f KinsoMng Ct-�- 7�c° •_ �'°�v, �' a en _.•_ f Hanccrc4 Ave m A ,a. .' j ! Wiggins-Homes!O 4 r 43ufor`d!st � ter' ... - ,�,utsud tit a; ,R CHRISTi4S 5P-0 n ' ' ' ' • r Hpspital Corpus CFirisl sts... Hospital Slvd MwrganFAve- Morgan ✓�4 r�, s'i} '; 'J�' ! .-.'S 7sMW ! r r PROPERTY HISTORY CORPUS CHRISTI•TEXAS VACANT LAND PROPERTY HISTORY Ownership of the subject property is currently vested in the City of Corpus Christi, as evidenced by the county deed records.The subject was involved in a non-arm's length transaction on April 13,2023, in which the current owner was gifted the property from ERF Real Estate Inc. Given the non-arm's length nature of the transaction, the transaction is not analyzed herein. No other known real property transactions related to the subject property were reported in the three-year period prior to the date of this report. The subject is neither listed for sale, nor is it under contract of sale. The subject property is currently vacant land and is not leased. No other history was provided. The following is the county tax card for the subject: A Property Details A Property Values Property ID: 248902 Geographic ID:3775-0000-0020 Improvement Homesite Value: $0(+) Type: Real Zoning:IRS Improvement Non-Homesite Value: $0(+) Property Use: Land Homesite Value: $0(+) Land Non-Homesite Value: $15,960(+) Situs Address: 536 19th ST CORPUS CHRISTI,TX 78405 Agricultural Market Valuation: $0(+) Map ID: U-38 Mapsco: Legal Description: JASMIN LT 2 Value Method: C Abstract/Subdivision: S3775-JASMIN Market Value: $15,960(_) Neighborhood: EN251 Agricultural Value Los $0(-) Owner ID: 120357 Appraised Value: $15,960(=) Name: CITY OF CORPUS CHRISTI Homestead Cap Loss:O $0(-) Agent: Mailing Address: 1201 Leopard St Assessed Value: $15,960 Corpus Christi,TX 78401-2162 Ag Use Value: $0 %Ownership: 100.0% Exemptions: EX-XV-Other Exemptions(including public property,religious organizations,charitable organizations,and other property not reported elsewhere) For privacy reasons not all exemptions are shown online. PA 2024.04.139 PAGE 33 REAL ESTATE TAXES CORPUS CHRISTI•TEXAS VACANT LAND REAL ESTATE TAXES The subject property is located in Corpus Christi, Nueces County, Texas and is taxed based on values established by the county tax assessors.The tax rates are applied to the assessed value of the subject property, and the taxes for the subject property are then estimated.The taxes are estimated per$100 of assessed value. This property is subject to taxes for the City of Corpus Christi, Nueces County, and Corpus Christi Independent School District. The subject currently displays an assessment of $15,960 ($5.00/SF), which is considered reasonable for the property; however, the property displays an exemption of$10,101, resulting in a taxable value of$5,859,which is considered favorable for the subject given the following opinion of value, yet reasonable for use herein. Current taxes are calculated as follows: PROPERTY TAX CALCULATION Acct #:248902 Authority Assessed Value Rate /$100 Tax Liability City $5,859 $0.5997740 $35 County $5,859 $0.5624970 $33 School $5,859 $0.9690000 $57 $2.1312710 $125 LPA 2024.04.139 PAGE 34 HIGHEST&BEST USE CORPUS CHRISTI•TEXAS VACANT LAND HIGHEST & BEST USE The Appraisal Institute defines highest and best use as follows: "The reasonably probable and legal use of vacant land or an improved property, which is physically possible, appropriately supported, financially feasible, and that results in the highest value." The four criteria the highest and best use must meet are: PHYSICALLY POSSIBLE M LEGALLY PERMISSIBLE - What uses of the site in question are What uses are permitted by zoning and physically possible? deed restrictions? FINANCIALLY FEASIBLE'. MAXIMALLY PRODUCTIVE Among the financially feasible uses that Which possible and permissible uses will are physically possible and legally produce a net return to the owner of the permissible, which use will produce the site? highest net return or the highest present worth? There are two types of highest and best use studies. The first is the highest and best use of the land or site as though vacant. The second is the highest and best use of the property as improved. The highest and best use of land or a site as though vacant assumes that the parcel is vacant or can be made vacant by demolishing any improvements. The question to be answered in this analysis is: If the land is, or were vacant, what use should be made of it? The highest and best use of a property as improved pertains to the use that should be made of an improved property in light of its improvements. Should it be maintained as it is, or be renovated, expanded, demolished, or partly demolished? Should it be replaced with a different type or intensity of use, or should it be held as an interim use? The improvements should be retained as long as they have some value and the return from the property exceeds the return that would be realized by a new use, after deducting the costs of demolishing the old building and constructing a new one. PA 2024.04.139 PAGE 35 HIGHEST&BEST USE CORPUS CHRISTI•TEXAS VACANT LAND HIGHEST & BEST USE - AS VACANT Physically Possible The subject site is a 0.0733-acre (3,192 SF) tract of vacant land. The site is rectangular in shape. The address associated with the subject property is 536 19t" Street, Corpus Christi, Nueces County, Texas. Accessibility to the site is curb cuts along the traffic carrier. Overall,access is considered average.The property has all necessary utilities in place and is generally level in regards to topography. The site is primarily surrounded by residential uses and vacant land off of secondary streets and secondary commercial uses along primary thoroughfares.Access to the subject's neighborhood is considered good due to its location near area primary traffic carriers. The principle of conformity is an important consideration in determining the physically possible uses of a site. Conformity is the appraisal principle that holds that real property value is created and sustained when the characteristics of a property conform to the demands of its market. The styles and uses of the properties in an area may conform for several reasons, including economic pressures; the shared preferences of owners for certain types of structures, amenities, services; and the enforcement of uniform standards by zoning ordinances. Based on the subject's physical characteristics and the principle of conformity, the subject site would most likely be developed with a residential use. Legally Permissible The site is zoned "RS-6" - Single-Family 6 District by the City of Corpus Christi. According to city officials, this zoning has many residential or service uses.This zoning provides for a uniform set of standards for development, including parking and building setbacks. Other than zoning, no private deed restrictions were uncovered during a normal investigation, which would further limit the potential uses of the subject site. Nonetheless, a title policy is strongly suggested in order to guarantee the absence of adverse restrictions. No other legal restrictions or covenants were found to be imposed on the subject property at the time of the appraisal,which would further restrict its development. The research supports the physical indication that the site's most probable use, as if vacant, would be for some form of residential use. Financially Feasible & Maximally Productive The prior consideration of physically possible uses and legally permissible does not significantly narrow the use of the subject property. Based on market data presented in this report, it appears that residential development is likely feasible. After considering legal, physical and financial alternatives, it is our opinion that the highest and best use of the subject site, as if vacant, is for some sort of residential development. PA 2024.04.139 PAGE 36 LAND VALUATION CORPUS CHRISTI•TEXAS VACANT LAND LAND VALUATION The principles of real estate appraisal are basic to the sales comparison approach; however, one of the most important is the principle of substitution. "As applied to the sales comparison approach, the principle of substitution holds that the value of a property tends to be set by the price that would be paid to acquire a substitute property of similar utility and desirability." The sales comparison approach is a method of estimating market value whereby a subject property is compared with comparable properties that have sold recently. One premise of the sales comparison approach is that the market will determine a price for the property being appraised in the same manner that it determines the prices of comparable, competitive properties. Essentially, the sales comparison approach is a systematic procedure for carrying out comparative shopping. As applied to real estate, the comparison is applied to the unique characteristics of the economic good that cause real estate prices to vary. PA 2024.04.139 PAGE 37 LAND VALUATION CORPUS CHRISTI•TEXAS VACANT LAND III linwara 51 _l� .o K—Dd 6r xda 5t * Y Howard Sr ,..rAwelM1 51 COMP MAP k Mayhy Clr � .. Sou[hl ahtA br Eva. 'kem tn� A 5 wa.rem crr - 4ar St l.arr'i At, �Jry �"o _ yx<do SS tv A9de5 54 o Agues St �, �~ r tAar4uerhe 5 - m� SUBJECT NMarvse onarr5° a o" St Jos epn5 3 tau 5r H x Morns sr Catnnue Church 7 ~ a _ { z cale.aa++AwB a 7avala Flrnaentary COMP 7 _ _ ee` School Ar. 41 R T Q� 11 anc rxk A•r 'ap'e - 'S['datlo _6 a c nippy+a s+ 2 a mara s 4���ye auforr';+ a Navala 5+ - CW9 S+ 5-to El ens Sl m a Yn Fi spital'eled Th+ gam rr Elena Sl n ` N Calgn S+ � n Morgan Ave 5 Bif x " Segre e ayS y� t p10 ayt =COMP - wrsr pm C R HiFlo® v 2 4 BM er c; � 10 gp at9� ve J0 - o y D ' Qidaraw p`5 n 0 y a COMP 5 ss a Braniff sr A:+¢'e S[ �ry $ S+inaan St. y S � a �g'L wrlahrst a C urtl f c.St � t1F' a S ha Corpus Christ, cab rt State Li"in rj Deltt¢`r Falrchlld 5t HB sey3} Ci y y$dJF]$ ~hv 6r'sr l5 COMP S Rosa Sh a'N flememary a„ F: ,p 4ry sr � 4E, N Wr�e� ma.'Sr Hawk ear°,rp a ❑ bra Sr ��. � 5'0� 4�0 ,�� �. 4 J H E B park S.ali:nas.Park �syr� sego B�v'ars, uw r� Del filar College -r Heritage Campus 41 i?. Marlin Mi3dle Srhool .� rsr r fyy mcq Ile Y Flome Rd PafR partm Park RPartmenls ; m a°y Catholic the King � ¢= Calholir Church� s L.M.5t .J Belt F.McDonald Pubic Library 81 `•` m4'A-51 >° y�M Social Security eqo, y te,. Adi-nm 5;ration dart LadpofPilnr S q�r +rave hnr s, , pal colic Church �V tic s,':nrn sr N Sr PA 2024.04.139 PAGE 38 LAND VALUATION CORPUS CHRISTI•TEXAS VACANT LAND COMPARABLE 1 bq � 1�7.i - I M Address 2842 Morris Street, Date of Sale Listing Corpus Christi, Texas Sales Price $29,000 Price Per Acre $202,118 PHYSICALPrice Per SF $4.64 Size (acres) 0.143 Size (SF) 6,250 Grantor: Ismael Jr& Crystal Marie Davila Zoning RS-6 Grantee: Listing Shape Generally Rectangular Recording Listing Topography Generally Level Confirmation Broker Utilities AIIAvailable The property is located along the north side of Morris Street,just to the west of Harmon Street. The property is not located within a designated flood zone. Source: Cori Diaz (361) 765-3312 LPA 2024.04.139 PAGE 39 LAND VALUATION CORPUS CHRISTI•TEXAS VACANT LAND COMPARABLE 2 1 ti 4 - � k r�1i C OJT, Gn Address 715 18th Street, Date of Sale April 11, 2024 Corpus Christi, Texas Sales Price $30,000 Price Per Acre $209,088 PHYSICALPrice Per SF $4.80 Size(acres) 0.143 Most Reverend William Michael Size(SF) 6,250 Grantor: Mulvey, as Bishop of the Catholic Diocese of Corpus Christi Zoning RM-3 Grantee: Thanksgiving Homes Shape Generally Rectangular Recording 2024012440 Topography Generally Level Confirmation Broker Utilities AIIAvailable The property is located along the west side of 18th Street,lust north of Coleman Avenue.The property is not located in a designated flood plain. Source: Rhonda Dowell (361) 549-1 148 PA 2024.04.139 PAGE 40 LAND VALUATION CORPUS CHRISTI•TEXAS VACANT LAND COMPARABLE 3 MME r' f l Address 2925 Rogers Street, Date of Sale February 22, 2024 Corpus Christi,Texas Sales Price $26,000 Price Per Acre $234,657 PHYSICAL DATA Price Per SF $5.39 Size(acres) 0.1 1 1 Size(SF) 4,826 Grantor: Shopklava, LLC Zoning RS-6 Grantee: Rogelio Hernandez&Monica Hernandez Rubio Shape Generally Rectangular Recording 2023033815 Topography Generally Level Confirmation Broker Utilities All Available The property is located at the southeast corner of Washington Street and Rogers Street.The property is not located in a designated flood plain. Source: Victor Saldana (361) 442-3470 PA 2024.04.139 PAGE 41 LAND VALUATION CORPUS CHRISTI•TEXAS VACANT LAND COMPARABLE 4 r g Address 1204 Sabinas Street, Date of Sale September 6, 2023 Corpus Christi, Texas Sales Price $1 1,000 Price Per Acre $202,263 PHYSICAL DATA Price Per SF $4.64 Size (acres) 0.054 Size (SF) 2,369 Grantor: Sri Reddy Zoning RS-6 Grantee: Jennifer Trevino Shape Generally Rectangular Recording 2023033815 Topography Generally Level Confirmation Broker Utilities AIIAvailable • The property is located along the east side of Sabinas Street,just south of Buford Street.The property is not located in a designated flood plain. Source: Jeremy Spear (361) 563-7047 PA 2024.04.139 PAGE 42 LAND VALUATION CORPUS CHRISTI•TEXAS VACANT LAND COMPARABLE 5 I lee 1 '10 , lump Address/ 1321 V erbena Street, Date of Sale January 24, 2023 Location Corpus Christi,Texas Sales Price $25,000 Price Per Acre $231,801 PHYSICAL DATA Price Per SF $5.32 Size(acres) 0.11 Size(SF) 4,698 Grantor: Consuelo Rivera Zoning RS-6 Grantee: Mayra Montemayor Shape Generally Rectangular Recording 2023002733 Topography Generally Level Confirmation Broker Utilities All Available • The property is located along the west side of Verbena Street,just south of Morgan Avenue.The property is not located in a designated flood plain. Source: Nora Hinojosa (361)558-5916 PA 2024.04.139 PAGE 43 LAND VALUATION CORPUS CHRISTI•TEXAS VACANT LAND LAND SALES SUMMARY The market data utilized for the basis of this analysis is considered the best available and indicative of current market trends for undeveloped land in the subject market area. Components that affect the sale price of vacant land are numerous, but the most prominent are property rights conveyed, terms, conditions of sale, market conditions, size, location, physical features, zoning and public utility availability. The following criteria and subsequent adjustment grid have been implemented in order to reconcile the quality and quantity of the data available and analyzed within this approach to value. Property Rights The adjustment for property rights conveyed recognizes that differences in legal interest or estate between the subject and the comparable properties may occur. In this analysis, all the sales occurred in fee simple title and therefore, no adjustments were made. Financing Terms The adjustment for cash equivalency takes into account the fact that the transaction price of the comparable property may not be equal to its cash equivalent price. All the sales utilized in this analysis were cash to seller transactions or transactions involving market financing, and no adjustment for cash equivalency was necessary. Conditions of Sale Adjustments for conditions of sale are intended to recognize motivations of the buyer and the seller that are unique to ordinary market conditions. All of the comparable market data utilized herein were arm's length transactions. With respect to this factor, Comparable 1 is an active listing and warranted a downward adjustment to account for negotiations from the asking price. Market Conditions Each of the previous sales have been given consideration for the lapse of time between the date of sale and the effective date of this appraisal. Sales that occur at times with inferior market conditions warrant upward adjustments to account for value gains, while sales that occur at times of superior market conditions warrant downward adjustments to account for value losses; sales that that occur at times with relatively similar market conditions warrant no adjustment as overall values have remained relatively stable.With respect to this factor, no adjustments were warranted. Location Differences in value occur due to varying degrees of accessibility, exposure and surrounding development to a site. Access is often determined by corner locations, natural barriers, ease of entrance on and off of major thoroughfares, etc. Surrounding development also plays an important part of locational influences for a property. With respect to this factor, no adjustments were warranted. LPA 2024.04.139 PAGE 44 LAND VALUATION CORPUS CHRISTI•TEXAS VACANT LAND Size Size is a factor that must be considered when comparing vacant land sales. Typically, but not always, larger tracts sell for a lower unit value. Therefore, when making comparisons on a per unit basis, such as price per unit, the larger tracts tend to be adjusted upward and the smaller tracts tend to be adjusted downward to accurately reflect the differences. With respect to this factor, materially larger tracts of land were adjusted upward accordingly, and materially smaller tracts of land were adjusted downward accordingly. Physical Features The overall site characteristics of each sale have been compared to the subject site. These include traits such as drainage, site preparation expense, topography, and configuration. Configuration, if irregular, may limit development. With respect to this factor, no adjustments were warranted. Utilities The availability of public utilities such as water, electric power and sanitary sewer service have an impact on property values since the non-availability of such utilities could restrict the overall development and/or potential use of an individual site.Therefore,when analyzing vacant land, it is important to determine whether or not public utilities are available. If they are not available, the appraiser must examine to what extreme a potential developer would have to go in gaining access to such services. With respect to this factor, no adjustments were warranted. Zoning Adjustments for zoning typically recognize the different densities and restrictions of different zoning classifications, as well as use potential, and directly relates these differences between the comparable sales and the subject property. The zoning classifications and/or use potential for the sales utilized are deemed similar to that of the subject. It should be noted that the subject does not meet the minimum lot area, minimum lot width, minimum yards, and street frontage required by the development standards; however, per conversation with Mark Orozzo with the Corpus Christi Planning and Zoning Department, the subiect lot is a non-conforming lot, but could be sold and developed as the lot was platted before the establishment of the current zoning standards. Comparable 1 and 2 conform with the zoning standards; however, no premium is observed on the market. With respect to this factor, no adjustments were warranted. PA 2024.04.139 PAGE 45 LAND VALUATION CORPUS CHRISTI•TEXAS VACANT LAND CONCLUSION In the final analysis of the subject property, similar weight was given to all of the sales. The following is the adjustment table with the concluded opinion of value via the Sales Approach. L SUBJECT 1 2 3 4 5 Date Current Listing Apr-24 Feb-24 Sep-23 Jan-23 Sale Price $29,000 $30,000 $26,000 $11,000 $25,000 SIZE-SF 3,192 6,250 6,250 4,826 2,369 4,698 Unit Price($/SF) $4.64 $4.80 $5.39 $4.64 $5.32 TRANSACTION ADJUSTMENTS Similar Similar Similar Similar Similar Property Rights Fee Simple 0% 0% 0% 0% 0% $4.64 $4.80 $5.39 $4.64 $5.32 Cash Cash Cash Cash Cash Financing Terms Cash 0% 0% 0% 0% 0% $4.64 $4.80 $5.39 $4.64 $5.32 Listing Normal Normal Normal Normal Conditions of Sale Arm'sLength -5% 0% 0% 0% 0% $4.41 $4.80 $5.39 $4.64 $5.32 Listing Apr-24 Feb-24 Sep-23 Jan-23 Market Conditions Current 0% 0% 0% 0% 0% $4.41 $4.80 $5.39 $4.64 $5.32 PROPERTY ADJUSTMENTS Similar Similar Similar Similar Similar Location Average 0% 0% 0% 0% 0% 6,250 6,250 4,826 2,369 4,698 Size SF 3,192 10% 10% 5% -5% 5% Physical Features Average Similar Similar Similar Similar Similar 0% 0% 0% 0% 0% Utilities Available Similar Similar Similar Similar Similar 0% 0% 0% 0% 0% Zoning IRS-6 Similar Similar Similar Similar Similar 0% 0% 0% 0% 0% Total Adjustment 10% 10% 5% -5% 5% Adjusted$/SF $4.85 $5.28 $5.66 $4.41 $5.59 Adjusted Mean$/SF IL $5.16 A value generally in-line with the mean is considered well supported. Concluded $5.15 Unit Value Land Size(SF) 3,192 Value Indication $16,439 Concluded Value 06,000 LPA 2024.04.139 PAGE 46 MARKETING/EXPOSURE TIME CORPUS CHRISTI•TEXAS VACANT LAND MARKETING / EXPOSURE TIME Consideration has been given to a reasonable estimated exposure and marketing period estimate for the subject property. Exposure Time as it relates to the subject is utilized in establishing market value. The Comment to Standards Rule 1-2 (c) of USPAP states that when estimating market value, the appraiser should be specific as to the estimate of exposure time linked to the value estimate. Reasonable exposure time is one of a series of conditions in most market value definitions. Exposure time is always presumed to precede the effective date of the appraisal. Exposure time may be defined as follows: the estimated length of time the property interest being appraised would have been offered on the market prior to the hypothetical consummation of a sale at market value on the effective date of the appraisal. Marketing Time is a function of various factors including, prevailing market conditions, the price of the product being marketed, the competitive position of the property in the market, and the amount and quality of marketing effort allocated to the property. It is strongly emphasized that the appraisers have no control of the aforementioned factors, nor can the appraisers anticipate or predict any of them. Therefore, it assumed that the property will receive an adequate marketing effort. Therefore, an estimated marketing period of 12 months or less and an exposure time of 12 months or less is considered reasonable. PA 2024.04.139 PAGE 47 ASSUMPTIONS&LIMITING CONDITIONS CORPUS CHRISTI•TEXAS VACANT LAND ASSUMPTIONS & LIMITING CONDITIONS "Report"signifies the appraisal or consulting report and its conclusions,to which these Assumptions and Limiting Conditions are annexed. "Property"signifies the subject of the Report. "LPA"means Lowery Property Advisors, LLC,or its subsidiary that issued the Report. "Appraiser(s)"means the employee(s) of LPA who prepared and signed the Report. The Report has been made subject to the following assumptions and limiting conditions: • Unless otherwise specifically noted in the body of the report,it is assumed that the title to the property or properties appraised is clear and marketable and that there are no recorded or unrecorded matters or exceptions to title that would adversely affect marketability or value.LPA is not aware of any title defects nor has it been advised of any representations relative to the condition of the title. LPA has not reviewed any documents dealing with liens, encumbrances, easements, deed restrictions, clouds and other conditions that may affect the quality of the title. Insurance against financial loss resulting in claims that may arise out of defects in the subject's title should be sought from a reputable title company which specializes in real property. • Unless otherwise stated in this report,the existence of hazardous material,which may or may not be present on the property was not observed by the appraisers. LPA has no knowledge of the existence of such materials on or in the property. LPA, however,is not qualified to detect such substances. The presence of substances such as asbestos, urea formaldehyde foam insulation, contaminated groundwater or other potentially hazardous materials may affect the value of the property.The value estimate is predicated on the assumption that there is no such material on or in the property that would constitute a loss in value. No responsibility is assumed for any such conditions, or for any expertise or engineering knowledge required to discover them. The client is urged to retain an expert in this field,if desired. LPA has inspected as thoroughly as possible by observation. However,it was impossible to personally inspect conditions beneath the soil.Therefore,no representation is made as to these matters unless specially considered in the appraisal. • The property is appraised free and clear of any or all liens or encumbrances unless otherwise stated. • Responsible ownership and competent property management are assumed. • The information furnished by others is believed to be reliable. However,LPA gives no warranty for its accuracy. • LPA assumes that all engineering is correct.The plot plans and illustrative material in this report are included only to assist the reader in visualizing the property. • If provided, the estimated insurable value is included at the request of the client and has not been performed by a qualified insurance agent or risk management underwriter.The cost estimate should not be solely relied upon for insurable value purposes. The appraisers are not familiar with the definition of insurable value from the actual insurance provider, the local government underwriting regulations,or the types of insurance coverage available.LPA has followed traditional appraisal standards to develop a reasonable calculation based upon industry practices and industry accepted publications such as the Marshall Valuation Service handbook.Actual construction costs can vary greatly from this estimate.These factors can impact cost estimates and are beyond the scope of the intended use of this appraisal. The appraisers are not cost experts in cost estimating for insurance purposes. • LPA assumes that there are no hidden or unapparent conditions of the property, subsoil, or structures that render it more or less valuable.No responsibility is assumed for such conditions or for arranging for engineering studies that may be required to discover them. • It is assumed that there is full compliance with all applicable federal, state and local environmental regulations and laws unless noncompliance is stated,defined,and considered in the Appraisal Report. • All applicable zoning and use regulations and restrictions are assumed to have been complied with, unless a nonconformity has been stated,defined,and considered in the Appraisal Report. • Required licenses, certificates of occupancy, consents, or other legislative or administrative authority from any local, state, or national government or private entity or organization are assumed to have been or can be obtained or renewed for any use on which the value estimate contained in this report is based. LPA 2024.04.139 PAGE 48 ASSUMPTIONS&LIMITING CONDITIONS CORPUS CHRISTI•TEXAS VACANT LAND • The utilization of the land and improvements is assumed to be within the boundaries or property lines of the property described and that there is no encroachment or trespass unless noted in the report. • All information, comments and conclusions pertaining to subject and other properties described represent the opinion of the appraiser formed after a personal examination of each. • The appraiser has no interest,present or prospective,in the subject property. • Sketches in this report are included to assist the reader in visualizing the property. • LPA assumes that there are no hidden or unapparent conditions of the appraised property,which would render it more or less valuable. Furthermore, the appraisers assume that there are no potentially harmful asbestos or other materials and/or site contaminants in, on, or near soil,subsoil,or structure of the appraised property and that there has been no disposal, discharge, leakage, or spillage of pollutants or contaminant which would render it more or less valuable,whether or not these materials or contaminants are apparent or hidden and unapparent. • No responsibility is assumed by the appraisers for these conditions. In addition, no responsibility is assumed by LPA for the cost of engineering and/or laboratory studies which might be required to discover such materials or contaminants. And no such engineering or laboratory studies have been ordered for the appraised property. • Disclosure by the appraiser of the contents of this Appraisal Report is subject to review in accordance with the by-laws and regulations of The Appraisal Institute. • The distribution,if any,of the total valuation in this report between land and improvements applies only under the stated program of utilization.The separate allocations for land and buildings must not be used in conjunction with any other appraisal and are invalid if so used. • Possession of this report, or a copy thereof, does not carry with it the right of publication, unless prior arrangements have been made. • The appraiser,by reason of this appraisal,is not required to give further consultation,testimony,or be in attendance in court with reference to the property in question unless arrangements have been previously made. • Neither all nor any part of the contents of this report (especially any conclusions as to value,the identity of the appraiser,or the firm with which the appraiser is connected) shall be disseminated to the public through advertising,public relations, news,sales, or other media without prior written consent and approval of the appraiser. • This appraisal was made in accordance with the Code of Professional Ethics and Uniform Standards of Professional Appraisal Practice as promulgated by the Appraisal Foundation and the Appraisal Institute. • Acceptance of and/or use of this report constitutes acceptance of all assumptions and limiting conditions stipulated. • The Americans with Disabilities Act("ADA") became effective January 26, 1992. LPA has not made a specific compliance survey and analysis of this property to determine whether or not it is in conformity with the various detailed requirements of the ADA. It is possible that a compliance survey of the property,together with a detailed analysis of the requirements of the ADA,could reveal that the property is not in compliance with one or more of the requirements of the Act.If so,this fact could have a negative effect upon the value of the property. Since we have no direct evidence relating to this issue, we did not consider possible non-compliance with the requirements of ADA in estimating the value of the property. • Unless otherwise noted in the body of the report, it is assumed that there are no mineral deposits or subsurface rights of value involved in this appraisal,whether they are gas,liquid,or solid. Nor are the rights associated with extraction or exploration of such elements considered unless otherwise stated in this Appraisal Report. Unless otherwise stated,it is also assumed that there are no air or developments rights of value that may be transferred. • By use of this Appraisal Report,each party that uses this Appraisal Report agrees to be bound by all of the Assumptions and Limiting Conditions,Hypothetical Conditions and Extraordinary Assumptions stated herein. LPA 2024.04.139 PAGE 49 CERTIFICATION CORPUS CHRISTI•TEXAS VACANT LAND CERTIFICATION We certify to the best of our knowledge and belief: • The statements of fact contained in this report are true and correct. ■ The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions and is our personal,impartial and unbiased professional analyses,opinions,and conclusions. • We have no present or prospective interest in the property that is the subject of this report and have no personal interest in or bias with respect to the parties involved with this assignment. ■ Our engagement in this assignment was not contingent upon developing or reporting predetermined results. • We have no bias with respect to the property that is the subject of this report or to the parties involved with this assignment. • Our compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client,the amount of the value opinion,the attainment of a stipulated result or the occurrence of a subsequent event directly related to the intended use of this appraisal. ■ Our analyses,opinions,and conclusions were developed,and this report has been prepared in conformity with the Uniform Standards of Professional Appraisal practice, as well as the State of Texas. • Jeffrey K Walters made a personal inspection of the property that is the subject of this report. Mario Caro, MAI, AI-GRS, SR/WA, Brian Bormann,and Benjamin Saunders did not make a personal inspection of the property that is the subject of this report. ■ No one provided significant real property appraisal assistance to the person(s) signing this certification. ■ This appraisal assignment was not based upon a requested minimum valuation, a specific valuation, or the approval of a loan. • As of the date of this report, Mario Caro, MAI, AI-GRS, SR/WA, has completed the continuing education program for Designated Members of the Appraisal Institute. Moreover, the reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Code of Professional Ethics & Standards of Professional Appraisal Practice of the Appraisal Institute,which include the Uniform Standards of Professional Appraisal Practice. • As of the date of this report, Jeffrey K Walters has completed the Standards and Ethics Education Requirements for Candidates of the Appraisal Institute ■ The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. ■ We have not provided any services, as an appraiser, or in any other capacity, regarding the property that is the subject of this report within a three-year period immediately preceding acceptance of this assignment. MARIO CARO,MAI,AI-GRS, SR/WA BRIAN BORMANN Certificate No.TX1334889-G Certificate No.TX1381 102-G BENJAMIN SAUNDERS JEFFREY K. WALTERS Certificate No.TXI381348-G Certificate No.TX1380924-G LPA 2024.04.139 PAGE 50 ADDENDUM CORPUS CHRISTI•TEXAS VACANT LAND ADDENDUM LPA 2024.04.139 PAGE 51 MARIO CARO, MAI, AI-GRS, SR/WA SAN ANTONIO OFFICE EXPERIENCE Mario Caro has served as Senior Managing Director of LPA Son Antonio since 2016. LPA 100 NE Loop 410#1350 is a commercial appraisal and consulting firm completing a wide range of projects San Antonio,Texas 78216 throughout the southwest. Property types include, but are not limited to office, retail, industrial, multi-family, mixed-use, self-storage, hotel/motel, car washes, vacant land, daycare,subdivisions, and special use. direct 210.528.1491 mario@lowerypa.com Mario began his appraisal career in 2001 with a regional appraisal company in Houston and specialized in right-of-way and eminent domain appraisal on public and private projects nationwide. In 2005, he returned to his hometown in San Antonio and joined a boutique appraisal firm providing right-of-way and commercial valuation.After 10 years, he transitioned to a global real estate firm where he developed their Texas right-of-way /litigation support practice and appraised commercial properties for lending purposes. Mario has over 20 years of experience appraising for litigation and legal support matters in both federal and state courts.Numerous clients, including public agencies, attorneys, title companies,and lenders nationwide have relied on his expertise in an appraiser and review appraiser capacity. Maria has provided expert witness testimony and support on a variety of property types for public transportation,utility and recreational corridors,and drainage facilities. PROFESSIONAL ASSOCIATIONS • Appraisal Institute International Right-of-Way Association -Designated Member(MAI,AI-GRS) -Designated Member(SR/WA, R/W-AC) •3rd Director, Region VIII -President 2022-2023,South Texas President 2022,South Texas Chapter -Vice President 2021-2022,South Texas •First and Second Vice President 2021 -Treasurer 2020-2021,South Texas 8t 2020, South Texas Chapter -Secretary 2019-2020,South Texas -Treasurer 2019, South Texas -Activities Chair 2012-2013, South Texas -Secretary 2018,South Texas •National Nominating Committee Alternate 2023, Region Vill •Regional Rep 2020-2021,South Texas •Education Chair 2020,South Texas -Alternate Regional Rep 2014-2019, South Texas Chapter -Candidate Guidance Chair 2014-2019,South Texas Chapter '/ �Jv Certified General LICENSES EDUCATION TALCS Real Estate Appraiser Texas General Appraiser BS—Texas A&M University—Agribusiness 1334889-G Appraiser: MARIO ANTONIO CARP Coursework for MAI designation License a! Tx 1334989 G License Expires;OS/31/202S New Mexico General Appr. REA-2023-0077 Coursework for SR/WA designation Having provided satisfactory evidence W the pualifitations required by the Texas Appraiser Licensing and Certifitatian Act,Ocwpations Coursework for AI-GRS designation Code,Chapter11Q3,authorlaatlon isaranted to usethlstltk: Cerdfled General Real Estate Appralser =- Coursework for Rf W-AC designation For addition a l lrlorrnatlon or to file a complaint please contact TALCS at www.talcb.texas.gov, 5L • i lowerypaxom BRIAN BORMANN SAN ANTONIO APPRAISAL 1 DEAL ESTATE EXPERIENCE 100 NE Loop 410 February 2022 to Present; Director at,LPA-Son Antonio Suite 1350 San Antonia,Texas 78216 June 2021 to January 2022,Senior Associate at LPA-Son Antonio June 2019 to May 2021; Associate at LPA-Son Antonio cell 210.528.1555 ofc 210.390.0492 x 403 May 2018-May 2019:Summer Associate at LPA-San Antonio brian@lcwerypo.com Types of properties appraised include. office, retail, industrial, multi-family, mixed-use developments, self-storage, auto service, hotel, car wash, restaurants, vacant land, special use, and other types of commercial properties. EDUCATION BBA Finance-Texas A&M University MS Real Estate-Texas A&M University Successfully completed the following courses administered by McKissock Appraisal Education ■ Basic Appraisal Principles • Basic Appraisal Procedures ■ Texas Supervisor-Trainee Course • 15 hour National USPAP Course ■ General Report writing and Case Studies • General Sales Comparison Approach ■ General Appraiser Site Valuation and Cost Approach Successfully completed the following applicable courses at Texas A&M University: ■ Real Estate Decision Making • Real Estate Investment Analysis ■ Real Property Analysis • Real Property Valuation ■ Commercial Real Estate Law ■ Market Analysis for Real Estate Development ■ Real Estate Analytics ■ Land Economics • Land Development Practice ■ Design and Development Economy ■ Real Property Finance ■ Analysis of Real Estate Decisions ■ Real Estate Development Analysis LICENSE Certified General Texas General Appraiser T•ALCBh Real Estate Appraiser TX-1 381102-G ..�. Appraiser; Man Ray Bormann License g; TX L331102 G License Expires:06/30/2025 H..%pe wdsaPkfa[tory erwerste W Me qua dA v—regd d nT rM Tsai Appraripr Lte sa cMdw fim adr,ar pagn Loos,ehaprer 3463,ntAnruaero ngearHe4 muse anrs ntk. C'". rtrafR hkale Appraiu _ for add,tional,rit hnn wto file a eo"wt pkm ooataet Ta A—takb.We _R_ • A f BENJAMIN SAUNDERS SAN ANTONIO APPRAISAL 1 REAL ESTATE EXPERIENCE 100 NE Loop 410 August 2023 to Present;.Senior Associate at LPA-San Antonio Suite 1350 San Antonio,Texas 78216 July 2021 to July 2023;Associate at[PA-San Antonio Types of properties appraised include: office, retail, industrial, multi-family, mixed-use cell 210.293.7962 developments, self-storage, auto service, hotel, car wash, restaurants, vacant land, oft 210.390.0492 x 404 special use,and other types of commercial properties. bsaunders@lowerypcl.com EDUCATION BA-History-Texas Tech University Successfully completed the following courses administered by Champions Appraisal Education and McKissock Appraisal Education: • Basic Appraisal Principles ■ Basic Appraisal Procedures • 15-hour National USPAP Course ■ General Sales Comparison Approach ■ General Appraiser Site Valuation and Cost Approach ■ General Appraiser Income Approach ■ General Appraiser Market Analysis Highest and Best Use ■ General Report Writing and Case Studies ■ Statistics, Modeling, and Finance ■ Appraisal Subject Matter Electives • Texas Supervisor Trainee Course ■ Commercial Appraisal Review ■ Expert Witness for Commercial Appraisers Certified General TALCB Real Estate Appraiser LICENSE EKIb■Pp•AtiE4 tIGE 5i•G• Texas General Appraiser Appraiser: Benjamin Wade Saunders TX-1381348-G License#: T%1381348 G License Expires:08/31/2025 Having provided satisfactory evidence oft he qualifications required Ay th e Texas appraiser u tensing and Lertificatlo n nct,occupations code,chapter 1103,authorization Is granted to use this title: Certified General Real Estate Appraiser ch■Iru Buddrdtr For addn ion"I information or to file a complaint please contact mice tommisalaner at www.taicb,texas.gov. UQ L • . lowerypa.com JEFFREY K. WALTERS CORPUS CHRISTI OFFICE EXPERIENCE 800 North Shoreline Boulevard, March 2020 to Present; Director at Lowery Property Advisors, LLC Corpus Christi, Texas 78401 August 2016 to February 2020; Certified Appraiser at Allen, Williford&Seale Inc. direct 361.232.4700 Types of properties appraised include: office, retail.. industrial, agricultural, mixed-use developments, restaurants, hotels, marinas, day cares, subdivisions, apartments, car jeff@lowerypa.com washes, land, and other types of special use commercial properties, partial acquisitions and eminent domain/condemnation related appraisals. EDUCATION BBA-Finance. Economics Minor-Texas A&M University 2016 Successfully completed the following courses offered by The Appraisal Institute and McKissock: • Basic Appraisal Principles • Basic Appraisal Procedures Uniform.Standards of Professional Appraisal Practice • Real Estate Finance,Statistics, and Valuation Modeling • General Appraiser Income Capitalization Approach-I • General Appraiser Income Capitalization Approach-II • General Appraiser Sales Comparison Approach • General Appraiser Site Valuation and Cost Approach • General Appraiser Report Writing and Case Studies • General Appraiser Market Analysis and Highest and Best Use • Expert Witness Testimony • Commercial Appraisal Review • Appraisal of Assisted Living Facilities • Appraisal of Industrial and Flex Buildings Other applicable courses: • Real Estate Decision Making-Texas A&M • Real Estate Finance-Texas A&M • Real Estate Investment Analysis-Texas A&M PROFESSIONAL ASSOCIATIONS •Appraisal Institute-South Texas Chapter •IRWA-San Antonio Chapter/Corpus Christi Founding Member !/ * \\ Certified General T'ALCB Real Estate Appraiser LICENSES r.•�. •�-• Appraiser: Jefrrey Kyle Walters Texas General Appraiser License#: ne 13M24 G License Expires:09/30/2025 1380924-G Oklahoma General Appraiser by theeTero App'.rixteLle—ingwd of the Act,0-pats ed v PPraiser.Lleans:n and certircaliun Act,ouwP+tl— Code,Chapter 1103.authorization is granted to use this title: _ 13497CGA Certrthed General Real Estata Appraiser �....a•d hd. Fur addlorul inturnadun ur to nM a carnptarnt ptaasr canratl iAtCB raa..ea,va.. at www.talcb tcs as.gov. FP • a lowerypa.com 1650 E.Winding Way,Ste. 100 sw Friendswood,TX 77546 O: (409) 744-3400 F: (409) 744-3404 synergy.systems.solutions. May 151h, 2024 City of Corpus Christi 1201 Leopard St. Corpus Christi, TX 78401 To Whom It May Concern, We are writing to express our support for using the former Mirabeau B. Lamar Elementary Site and nearby neighborhood parcels for the purposes of infill housing development in an effort to meet local housing affordability needs and assist in stabilizing an established neighborhood. One of DSW's missions is to create "housing that's within reach, today and for future generations", and working in synergy with the City we believe that is a goal we can accomplish for the residents of Corpus Christi. We believe this opportunity can truly help change the community for the better and we look forward to the positive impact it will make on the City, and the surrounding area. Thank you for your time and consideration. Sincerely, Paul Judson VP of Purchasing & Estimating paul.judson@dswhomes.com www.dswhomes.com DSW Homes, LLC 1650 E. Winding Way Dr. Friendswood, TX 77546 O N •r+ O � N +, w � � U w w v h-� t� N U i O ca 4 J Q U Q dJ •� i O i C1A _0O �_ dJ Ca dJ M .N > J dJ -0 M O 0 -o `~ = w D M dJ O i C: m 0- -0 N O_ 'N dJ � • Z3 E O p 0 ca N p p U � � U _0s i > — � 2 i M •� M 1 — ei W O •ca Q u � Li 0 co Q — _O i ca — dJ ca ro dJ 0 _ dJ +� _0 '-'-' a) a E g o 0- = M N %4 v � +-+ — dJ N i — 0- OD L i }' dJ [a •NO ate1 [a M — O M L U • • dJ D � p LL }, L � O > OC M U `~ O = •> O cn 4-J •C�0 N M .L O > tj 0 U N i N N N O i > > O N N N ND O N 3 4-0 Q Q Q cn O ~ 2 A A A A A M 7 ®� tz l i r � 4-.j - FA I � - :.N== M .� fo _ d Y h• ro N jd epCL V N m m e m A L m Q ? m v N + t b = y V ? 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COC � �. co ai Ln +, ai 4, ai E E E cm E 2 E U 2 E U do = E ui ao = E Ln O N > O a E > O w E Ln 2 Lnai � 2 E E H 2 U 2 U M so N N t � U U M L n ♦"� r-I i 0 .O • ) CL ( ' W N U C6 U 0 N M r-I 14 O .CL t J c; r O U J N Ll') L � 01 W ONO 0 U 06O _ 3 N r� co O U N N N M O O O •u G U x +� 000 (3) U O 0 0 0 .- �+ m m E C Vf O �L. -0 -0 p i U U U *c *c ,C buo � � � z 4- 0 N IA 4-j O CL (3) i v i c c bA 4� C a 0 4--J ° cV _0 (1) LL vi U (3) N j M a_' —O ON 4-J r� � -0 > U U i i M N c6 O Q - O N ^ —0M •O a--+ _ p0 U O ^ 0 ca t/)- -0 +� a--+ - _ a--+ o ° o o 14� a--+ U N 0 i �i Q L a--+ Q J ateo 11) -0 (1) O Vf •— L.L V) N >O Q) M a--+ � ) •� _0 U M CL i Q _� DC � v CL� a--+ O c6 •� � ~ i 000 O — . i •� Q (3) -0 N •�_ p O ca cn N ca •— - � L E N O chi) — X — O •— i Ln ca ca Q w O N x ca N = O cc� Q c�i� N i MU c 2 aJ 01 O ca O� T rams O =3 se 0 0 PH o AGENDA MEMORANDUM NCORPO0.1¢ First Reading for the City Council Meeting of May 21, 2024 ss52 Second Reading for the City Council Meeting of June 11, 2024 DATE: April 30, 2024 TO: Peter Zanoni, City Manager FROM: Dan McGinn, Director of Planning and Community Development danielmcCa)-cctexas.com (361) 826-7011 Sale and Conveyance of Surplus Land in the Amount 0.947 acres to Habitat for Humanity Corpus Christi CAPTION: Ordinance authorizing the conveyance of 6 lots (0.52 acres total) of surplus land located at or near 2304, 2312, and 2324 Mary Street to Habitat for Humanity Corpus Christi, Inc. for $10 per lot and development of affordable housing; and authorizing an option to purchase contract and related sale and conveyance with Habitat for Humanity Corpus Christi, Inc for the purchase of 6 lots (0.43 acres-total) of surplus land located at or near 504 and 623 20th Street, 2221 Marguerite Street, and 2614 Mary Street for $10 per lot and development of affordable housing. SUMMARY: This ordinance sells and conveys approximately 0.947 acres of City-owned land to Habitat for Humanity Corpus Christi in two tranches for$10 per developable lot and for their use in the future development of single-family housing; consisting of: Tranche 1 • Patrick Webb block 9 lots 2, 6-8, 11, & 12; (6 lots, approximately 0.5166 acres). Tranche 2 • Eckerd Block 2 lots 23A and 24A, STEELE LTS 39 & 40 BLK 7, PAT WEBB LTS 29 & 30 BK 10; (6 lots, approximately 0.4304 acres) Habitat for Humanity Corpus Christi will assume property maintenance responsibilities for their assigned Tranches 1 and 2, including mowing and litter abatement upon execution of the agreement. Proiect Parameters • Undeveloped lots are not transferrable. • From sale/release of each tranche all certificates of occupancy for units in tranche must be issued within 24 months. • Affordability Period of 10 years o Max sales price and value limited to "Home and Housing Trust Fund Homeownership Sales Price Limits" for newly constructed units, established and published by HUD annually under Part 92.254(a)(2)(iii), Title 24 CFR (currently $253,000), or similar HUD program should HOME/HTF Purchase Price Limits cease to be published in the future; o Or max Fair Market Rent established and published by HUD annually in Part 888, Title 25 CFR (currently $1,763 for a 3-bedroom, and $2,066 for a 4-bedroom unit). • If property is sold or rented above affordability restrictions within the 10-year period, a cost recapture must be paid to the City in the amount of$5.15 per square foot of land within 90 days of the sale or rental. o If cost recapture not paid, the property reverts to the City. BACKGROUND AND FINDINGS: Project History • May 2023: The Ed Rachal Foundation gifted the former Lamar Elementary School site to the City along with 55 smaller parcels in the vicinity of the larger site. • Recognizing the unique opportunity to implement the recently adopted Westside Area Development Plan by attracting new development investments, addressing residents' request for a variety of housing options, stabilizing this established neighborhood, and delivering public safety improvements for area residents, City staff issued a request for letters of interest (RFI) to work with one or more experienced housing developers. • August 2023: RFI Outreach and Marketing o RFI published on City Website in early August 2023 o City News Release and Council Memo issued August 4, 2023 o Email notification sent to over 50 housing development contacts. o Staff presentation at the Development Services Task Force meeting on August 18, 2023 • The RFI period closed on September 11, 2023. Five proposals were submitted. • December 2023: City Council approved the sale and conveyance of a 3.47-acre parcel of City-owned land, including the former Lamar Elementary School Site to TG 110 Inc. for the development of affordable housing. • Winter 2023 through Spring 2024: Engagement with single-family housing developers that responded to the RFI. Next Steps • Planning Division and Development Services to present rezoning cases in support of infill housing development of lots included in the RFI. • Planning Division staff will provide technical assistance to developers as needed to facilitate the Development Services permitting process. ALTERNATIVES: Awarding purchase contracts to all single-family developers that submitted letters of interest in response to the Lamar Elementary RFI presents a strategic approach to expedite infill housing construction support synergistic investments benefiting all parties, including current neighborhood residents. The City can choose to allocate the property to RFI respondents in an alternate configuration and/or distribution. The City can choose to not sell the property, but it will remain vacant and will require ongoing city-funded site maintenance. FISCAL IMPACT: Though the vacant land was gifted to the City, there are ongoing maintenance costs such as mowing and litter abatement as well as more difficult to quantify service cost impacts on the surrounding neighborhood caused by the preponderance of vacant lots. The City ordered an appraisal of property. An appraisal of the 0.0733-acre lot at 536 191" street was conducted by Lowery Property Advisors, LLC on April 26, 2024, and the property has an appraised value of$5.15 per square foot. For comparison, the Nueces County Appraisal District 2023 land valuation of all the surplus land included in the RFI averages $4.45 per square foot. The fiscal impact is revenue payment to the City in an amount of$10.00 per developable lot, amounting to $120.00 in total, to be deposited into the General Fund as well as the assumption of property maintenance by Habitat for Humanity Corpus Christi of their assigned Tranche 1 and 2 lots. The developed property will be placed back on the property tax rolls. Funding Detail: Fund: 1020 General Fund Organization/Activity: 11020 General Governmental Revenue Department: 888 Revenue Project # (CIP Only): Account: 343590 Sale of Scrap/City Property RECOMMENDATION: City staff recommends approval of the Ordinance for the sale and conveyance of City surplus property at or near 2304, 2312, and 2324 Mary Street; 504 and 623 20th Street; 2221 Marguerite Street; and 2614 Mary Street to Habitat for Humanity Corpus Christi for the purpose of site redevelopment into single-family housing. LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance Exhibit A - Request for Interest Real Estate Contract Option Agreement Appraisal Letter of Support Presentation Ordinance authorizing the conveyance of 6 lots (0.52 acres total) of surplus land located at or near 2304, 2312, and 2324 Mary Street to Habitat for Humanity Corpus Christi, Inc. for $10 per lot and development of affordable housing; and authorizing an option to purchase contract and related sale and conveyance with Habitat for Humanity Corpus Christi, Inc for the purchase of 6 lots (0.43 acres-total) of surplus land located at or near 504 and 623 20th Street, 2221 Marguerite Street, and 2614 Mary Street for$10 per lot and development of affordable housing. WHEREAS, in accordance with Texas Local Government Code§272.001(g), the City may convey land to an entity for the development of low-income or moderate-income housing for less than fair market value to use the property in a manner that primarily promotes the municipality's public purpose without complying with the notice and bidding requirements of Texas Local Government Code § 272.001(a) or other law. WHEREAS, the City owns vacant Lots 2, 6-8, 11, and 12, Block 9 Patrick Webb Subdivision, which combined is 0.52-acres of surplus land located at or near 2304, 2312, and 2324 Mary Street, as shown in (Exhibit A) attached hereto and incorporated by reference; WHEREAS, the City owns vacant Lots 23A and 24A, Block 2 Eckerd Addition Subdivision, Lots 39 and 40, Block 7, Steele's Addition Subdivision, and Lots 29 and 30, Block 10, Patrick Webb Subdivision, which combined is 0.43-acres of surplus land located at or near 504 and 623 20th Street, 2221 Marguerite Street, 2614 Mary Street, as shown in (Exhibit A) attached hereto and incorporated by reference; WHEREAS, the conveyances are conditioned so that title in any lot described herein will revert to City if the grantee fails to construct a single-family dwelling on such lot for low-income or moderate-income housing and obtain a certificate of occupancy for such dwelling within two years from the date of the conveyance, unless construction of a single-family dwelling has started and a one-year extension is granted to obtain a certificate of occupancy; WHEREAS, the conveyances include Cost Recapture, Reverter, and Covenant Running with the Land where a lot reverts to the City of Corpus Christi if within 10 years (1) a dwelling and lot are sold for a price that exceeds the most recently issued New Homes HOME/HTF Purchase Price Limit for 1-Unit for the Corpus Christi, TX MSA as established and published by the U.S. Department of Housing and Urban Development per 24 C.F.R. § 92.254; or (2) a dwelling and lot are rented for an amount that exceeds the most recently issued Fair Market Rent as established and published by the U.S. Department of Housing and Urban Development per 24 C.F.R. § 888.115; and (3) the City of Corpus Christi is not paid a cost recapture for the land value of the lot at $5.15 per square foot within 90 days of the sale or rental; WHEREAS, the fair market value of each lot is $5.15 per square foot; WHEREAS, the construction of low and moderate-income housing will revitalize the neighborhood surrounding the former Lamar Elementary School; and WHEREAS, where the terms and conditions of the transactions effectuate and maintain the public purpose of providing low-income or moderate-income housing per Texas Local Government Code §272.001(g) and/or §253.011. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI,TEXAS, THAT: 1 Section 1. The City Council specifically finds that the foregoing statements included in the preamble of this ordinance are true and correct and adopts such findings for all intents and purposes related to the authorization of this project. Section 2. The City Manager or designee is authorized to execute all documents necessary to sell and convey approximately 0.52 acres of surplus land, being Lots 2, 6, 7, 8, 11 , and 12, Block 9, Patrick Webb Addition Subdivision, City of Corpus Christi, Nueces County, Texas, located at or near 2304, 2312, and 2324 Mary Street to Habitat for Humanity Corpus Christi, Inc in exchange for $10 per lot and the development of the property for low-income or moderate-income housing. Section 3.The City Manager or designee is authorized to execute an options contract with Habitat for Humanity Corpus Christi, Inc. for the option to purchase approximately 0.43 acres of surplus land being Lots 23A and 24A, Block 2 Eckerd Addition Subdivision, Lots 39 and 40, Block 7, Steele's Addition Subdivision, and Lots 29 and 30, Block 10, Patrick Webb Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 504 and 623 20th Street, 2221 Marguerite Street, and 2614 Mary Street, in exchange for $10 per lot and maintenance of the property, for a period of 24 months, with such option exercisable upon the construction of low- income or moderate-income housing on Lots 2, 6-8, 11, and 12, Block 9 Patrick Webb Addition Subdivision, City of Corpus Christi, Nueces County Texas. Section 4. The City Manager or designee is authorized to execute all documents necessary to sell and convey approximately 0.43 acres of surplus land, being Lots 23A and 24A, Block 2 Eckerd Addition Subdivision, Lots 39 and 40, Block 7, Steele's Addition Subdivision, and Lots 29 and 30, Block 10, Patrick Webb Subdivision, Corpus Christi, Nueces County, Texas, located at or near 504 and 623 20th Street, 2221 Marguerite Street, and 2614 Mary Street to Habitat for Humanity Corpus Christi, Inc. in exchange for $10 per lot and the development of the property for low-income or moderate-income housing. Introduced and voted on the day of , 2024. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary 2 EXHIBIT A /. Property Development: Former Lamar Elementary Site J & Nearby Neighborhood Parcels 2023 Request for Interest SECTION I. OVERVIEW The City of Corpus Christi (City) is issuing this Request for Interest (RFI) for the former Mirabeau B. Lamar Elementary School site and additional city-owned parcels in the surrounding neighborhood. ■ The city is seeking one or more experienced real estate development teams to develop housing on the former Lamar school site and additional neighborhood lots. ■ The city envisions infill housing development and is open to innovative concepts that aid the city with meeting local housing affordability needs while stabilizing an established neighborhood. Property Description Currently vacant, the site that was once home to Lamar Elementary School which was originally part of the 1908 Eckerd Subdivision while parcels to the east of 19t" Street are part of the 1929 Jasmin Subdivision. Narrow and deep single-family lots, typical of this time, are common throughout the neighborhood, though many lots have been combined over the decades to form larger parcels. Other neighborhood institutions include St. Joseph's Catholic Church, the Garcia Arts Center and Park, and educational facilities like the Marguerite Child Development Center and a charter high school. Lamar Elementary served many generations, starting in 1941. The school was closed in 2010 and later demolished in 2021 to make way for new development and neighborhood investment. Though no longer standing, the site still holds historical significance as the 1948 location of the meeting that formed the American GI Forum, the civil rights group founded by Dr. Hector P. Garcia. (Katheryn Cargo for the Caller Times, November 20, 2021) The city-owned parcels that are included in the RFI are detailed in Map 1 and Table 1 on the following pages. City of Corpus Christi 1 of 8 EXHIBIT A T1 Map 1: Lamar RFI Parcels' - - I City of Corpus Christi, TX � m w Mar9u erP[e St —• A7ff++ 11 �43. YrY =42A ` +■ =38MM ' 1�8� 534M4` 14 13 12 U9 O7 06 OS 04 63 02 47 0 * A �53 52 51 48� r1321 A9so 50 3 541 Mary St _ f �} of - r 'fir Imo., __ rfis st ' z as s 6 z7 e t Lk s Table 1: Lamar RFI Parcel Detail RFI Nueces County Legal Description Address Lot Zoning Parcel ID Tax ID � Acres District 1 224500010010 ECKERD BLK 1 LOT 1 2212 MORRIS ST 2.07 CI 2 224500020010 ECKERD LTS 1 AND 2 BK 2 521 19th ST 0.17 RS-6 3 224500020030 ECKERD LTS 3&4 BLK 2 2206 MARY 0.17 RS-6 4 224500020050 ECKERD LT 5 BK 2 2208 MARY 0.08 RS-6 5 224500020060 ECKERD LTS 6&7 BK 2 2210 MARY 0.17 RS-6 6 224500020080 ECKERD LT 8A BLK 2 2212 MARY 0.16 RS-6 7 224500020100 ECKERD LT 10 BLK 2 2214 MARY 0.08 RS-6 8 224500020110 ECKERD LT 11 BLK 2 2218 MARY 0.08 RS-6 9 224500020120 ECKERD LT 12 BK 2 2222 MARY 0.08 RS-6 10 224500020235 ECKERD LT 24A BLK 2 504 20th ST 0.08 RS-6 11 224500020230 ECKERD LT 23A BLK 2 2221 MARGUERITE ST 0.08 RS-6 12 930700090020 PATRICK WEBB LT 2 BLK 9 2304 MARY 0.09 RS-6 13 930700090060 WEBB PATRICK BLK 9 LOT 2312 MARY 0.26 RS-6 _ 6, 7&8 _ 14 930700090110 PATRICK WEBB LTS 11 & 12 2324 MARY ST @ 21ST 0.17 RM-3 BLK 9 City of Corpus Christi 2 of 8 EXHIBIT A 15 840900070390 STEELE LTS 39&40 BLK 7 2614 MARY 0.16 RS-6 16 930700100210 POATRICK WEBB LT 21 BLK 2320 MORRIS 0.06 RS-6 17 930700100250 WEBB PATRICK BLK 10 LOT 2312 MORRIS 0.06 RS-6 25 18 930700100260 26 BB PATRICK BLK 10 LOT 2310 MORRIS 0.06 RS-6 19 930700100270 WEBB PATRICK BLK 10 LOT 2308 MORRIS 0.06 RS-6 20 I 930700100280 I PAT WEBB LT 28 BK 10 2306 MORRIS ST 0.06 RS-6 21 930700100290 POAT WEBB LTS 29&30 BK 623 TWENTIETH ST 0.11 RS-6 22 852900060200 SUMMIT ADDN LTS 20&21 2311 MORRIS 0.14 RS-6 BLK 6 23 852900060190 SUMMIT ADDN LT 19 BLK 6 2309 MORRIS 0.07 RS-6 24 852900060180 SUMMIT ADDN LT 18 BLK 6 2307 MORRIS 0.07 RS-6 25 852900060120 SUMMIT ADDN LTS 12& 13 2219 MORRIS 0.13 RS-6 BLK 6 26 852900060100 SUMMIT ADDN LTS 10& 11 2217 MORRIS 0.13 RS-6 BLK 6 27 852900060080 SUMMIT ADDN LTS 8&9 2211 MORRIS AVE 0.13 RM-3 _ BLK 6 28 852900060010 SUMMIT ADDN POR OF LT 1, 2203 MORRIS AVE 0.15 RS-6 ALL LTS 2&3 BLK 6 29 852900060380 SUMMIT ADDN LTS 38 THRU 715 19th ST 0.31 RS-6 41 &FCL LT 42 BLK 6 30 377500000010 JASMIN LT 1 538 19th ST 0.11 RS-6 31 377500000020 JASMIN LT 2 536 19th ST 0.07 RS-6 32 377500000030 JASMIN LT 3 532 19th ST 0.07 RS-6 33 377500000040 JASMIN LTS 4 AND 5 530 19th ST 0.15 RS-6 34 377500000060 JASMIN LT 6 528 19th ST 0.07 RS-6 35 377500000070 JASMIN LT 7 526 19th ST 0.07 RS-6 36&37 377500000090 JASMIN LTS 9 AND 10 520 19th ST 0.15 RS-6 38 377500000110 JASMIN LT 11 518 19th ST 0.07 RS-6 39 377500000120 JASMIN LT 12 516 19th ST 0.07 RS-6 40 377500000130 JASMIN LT 13 514 19th ST 0.07 RS-6 41 377500000140 JASMIN LT 14 512 19th ST 0.07 RS-6 42 377500000150 JASMIN LT 15 510 19th ST 0.07 RS-6 43 377500000160 JASMIN LT 16 508 19th ST 0.07 CN-1 44 377500000270 JASMIN LT 27A 429 MARGUERITE ST 0.14 RM-3 45 377500000290 JASMIN LT 29 503 18th ST 0.07 RM-3 46 377500000300 JASMIN LT 30 505 18th ST 0.07 RM-3 47 377500000310 JASMIN LT 31 AND N 12.50 507 18th ST 0.10 RM-3 OF LT 32 48 377500000350 JASMIN LT 35 515 18th ST 0.07 RM-3 49 377500000360 JASMIN LT 36 517 18th ST 0.07 RM-3 50 377500000370 JASMIN LT 37& PT LT 38 519 18th ST 0.13 RS-6 51 462500070060 LUTER PART LT 6 BK 7 2022 MARY 0.05 RM-3 52&53 462500070100 LUTER PARTITION BLK 7 2028 MARY 0.16 RM-3 LOTS 8 THRU 10 City of Corpus Christi 3 of 8 EXHIBIT A 54 462500070110 BK TER PART LTS 11 AND 12 2034 MARY 0.11 RM-3 55 573600050010 NEYLAND COL MEX LTS 1 & 508 18th ST 0.12 RM-3 2BK5 56 462500050020 1 H E LUTER PART LT 2 BK 5 1 502 18th ST 0.16 RM-3 W Map 2: Neighborhood Zoning IL -04 City of Corpus Christi,TX 1-13 IL 42 ON e,lte sr 141 SD 40b� 6 Y17 08 �f:45� SE 296 36 946� 19 1 S > 09 D]D6 OS Dd 03 0] 35 04 INS . 33 �tqq� 53 5] SI 3132 49ANNE, S4r 1 50 Mary [ 30 1] 19 I1 16 IB 20 21 I ` L RMe 3 23 ]9 CI CI r . RM3 " CN-1 o zso so�6p- RM-3 Ps Cc Kr z T—,P k 'aV Idl-e 1i nClm= F Ic_Soft CONANP'z,�,' t c T -lDi, i,rn ET]Nn � >n nlPs.uSc�isu City of Corpus Christi 4 of 8 EXHIBIT A ME NMI Map 3: Neighborhood Amenities City of Corpus Christi, TX ille Mr .I Wilm Coun, si ••u ou:, ° Park �-or•e E a s �r. o £ Ge• 9- Ben �a Elements Gy o mo Mar�g•u�erite Child ;� �?Garcia Par Development Center Garcia A • &E•ucati© Qgnw, al 0 orpus • ri i oli•e letic Elementary Z 1iu H_a• 't•ark � J•e Garza Pa moRGAN Za .-la -ni r -r �arci Family Health C-rater 0 0.5 1Miles Nearby Neighborhood Assets ✓ Adjacent CCRTA Bus Stops on 19t" St. (Route 21 —Arboleda) ✓ Adjacent Premier High School (Charter School) ✓ Adjacent St. Joseph's Catholic Church ✓ Antonio E. Garcia Arts & Education Center (5-minute walk) ✓ Antonio E. Garcia Park (5-minute walk) ✓ Marguerite Child Development Center (5-minute walk) ✓ Dr. Hector P. Garcia Memorial Family Health Center (10-minute walk) ✓ Neighborhood-serving commercial establishments along Agnes Street, S. Port Avenue, and Morgan Avenue (5 to 10-minute walk) Within a 20-minute walk: ✓ Ben Garza Park and Gymnasium: 15-minute walk, 5-minute bicycle ride ✓ Zavala Head Start: 15-minute walk, 5-minute bicycle ride ✓ Zavala Elementary School: 20-minute walk, 5-minute bicycle ride ✓ Zavala Senior Center: 20-minute walk, 5-minute bicycle ride City of Corpus Christi 5 of 8 EXHIBIT A ✓ Joe Garza Community Park and Recreation Center: 20-minute walk, 5-minute bicycle ride Within a 30-minute walk: ✓ George Evans Elementary School: 25-minute walk, 10-minute bicycle ride ✓ Driscoll Middle School: 35-minute walk, 10-minute bicycle ride ✓ Roy Miller High School: 25-minute walk, 10-minute bicycle ride ✓ City Hall: 25-minute walk, 10-minute bicycle ride Utilities All utilities are available within the area, the Corpus Christi Water (CCW) department is currently evaluating the existing system to identify any needed upgrades. Land Use/Right-of-Way/Public Utility Improvements The city will work with selected project sponsor/s on needed rezoning and zoning regulation adjustments, right-of-way closures, public utility improvements, and/or land costs to accommodate proposed project/s that meet the city's housing affordability and infill needs. Any city accommodations must align with commensurate public benefits, focused primarily on meeting local housing affordability and neighborhood stabilization needs. Area Demographics The Former Lamar Elementary School site and neighborhood lots are located within Nueces County's Census Tract 10. Below are select demographic and housing characteristics within this Census Tract. 2020 Decennial Census (Redistricting File) • Population: 2,751 • Hispanic or Latino: 2,391 • Households/Occupied Housing Units: 992 • Vacant Housing Units: 242 • Group Quarters Population: 85 (nursing/skilled nursing facility residents) 2021 American Community Survey (5-year Estimates) • Median Age: 34 years • Educational Attainment of Population age 25 and older: o Less than high school graduate: 42.5% o High school graduate (includes equivalency): 30.5% o Some college or associate's degree: 24.8% o Bachelor's degree: 1.6% o Graduate or professional degree: 0.6% • Average Household Size: 2.8 persons per household • Median Household Income: $22,220 • Household Tenure: 45% owner-occupied, 55% renter-occupied City of Corpus Christi 6 of 8 EXHIBIT A • Housing Characteristics: 78% 1-unit structures, 20% 2-or-more unit structures, 2% mobile homes and all other types of units. Affordable and Low-Income Housing Subsidies and incentives may be available for developments that include affordable and low- income housing. Subsidies and incentives are offered based on a variety of factors, including project scope, funding sources, and local, State, and Federal restrictions. SECTION II. LETTER OF INTEREST SUBMISSION Proposers must submit a Letter of Interest addressed to the Planning and Community Development Department located on the second floor of City Hall at 1201 Leopard Street Corpus Christi, Texas, 78401. Within the Letter of Interest, the proposer should provide the following information. Description of Entity and Experience — A description of the entity submitting the Letter of Interest must include, if not an individual, the name of all partners, corporate name(s), and dba(s) if applicable, and the pertinent address and telephone number, names and addresses of all investors, shareholders, and officers of the corporation. The description submitted by the purchaser/developer shall also provide the following information: ■ A clear statement of the purchaser/developer's interest in purchasing and redeveloping the space with potential ideas for its reuse —with specific lots identified. ■ A clear statement of the purchaser/developer's experience in purchasing and redeveloping space. ■ Experience (if any) working with the public sector. ■ Experience (if any) with delivering infill and or affordable housing products. ■ The estimated timeline for development from the date of acquisition. Submission of Letter of Interest Letters of Interest are due at the City of Corpus Christi Department of Planning and Community Development, City Hall, Corpus Christi, Texas 78401 no later than 5 pm on September 11, 2023. Inquiries Any inquiries related to this RFI must be submitted in writing, no later than five (5) days before the RFI deadline, to: Daniel McGinn Director of Planning and Community Development City of Corpus Christi 1201 Leopard Street Corpus Christi, Texas 78401 Email: Danielmc@cctexas.com Phone: (361) 826-1614 City of Corpus Christi 7 of 8 EXHIBIT A SECTION III. REVIEW OF LETTERS OF INTEREST Letters of Interest will be evaluated on a combination of the following: project or proposal ideas; experience, particularly regarding infill housing and affordable housing, supportive housing, and neighborhood investment projects; professional qualifications and expertise on similar housing and infill projects; approach to the planning/permitting process; and the ability to bring projects to a timely and successful conclusion. All Letters of Interest will be reviewed by representatives from the City Manager's Office. As this is a Request for Interest only, this Request may lead to one of the following outcomes: ■ A request for additional information from one or more respondents; ■ The issuance of a Request for Proposals (RFP) to one or more responders chosen as part of this Request; ■ The issuance of an RFP opened to all potential development teams; ■ Direct negotiations for sale/lease and redevelopment of the property with a development team selected as a result of this Request; ■ Termination of this process without selection of a development team or issuance of an RFP. Terms of this Request: this Request is not a request for competitive proposals and in no way obligates the City to enter into a relationship with any entity that responds, or limits or restricts the City's right to enter into a relationship with an entity that does not respond. In its sole discretion, the City may pursue discussion with one or more entities responding to this Request or none at all. City of Corpus Christi 8 of 8 Real Estate Sales Contract THE STATE OF TEXAS § KNOW ALL BY THESE PRESENTS COUNTY OF NUECES § This Contract is entered into by the City of Corpus Christi, a Texas home-rule municipality, with an address of 1201 Leopard Street, Corpus Christi, Nueces County, Texas 78401 ("Seller") and Habitat for Humanity - Corpus Christi, Inc, a Texas Nonprofit Corporation with an address of 1901 Lipan St, Corpus Christi, TX 78408 ("Buyer"). 1. Property. Seller, for the consideration and under the terms set out herein, agrees to convey to Buyer the following lots: 1) Lot 2, Block 9, Patrick Webb Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 2304 Mary Street, 2) Lot 6, Block 9, Patrick Webb Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near at 2312 Mary Street, 3) Lot 7, Block 9, Patrick Webb Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 2312 Mary Street, 4) Lot 8, Block 9, Patrick Webb Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 2312 Mary Street, 5) Lot 11, Block 9, Patrick Webb Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 2324 Mary Street, 6) Lot 12, Block 9, Patrick Webb Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 2324 Mary Street, 2. Purchase Price. The purchase price is $10.00 per lot and the development of each lot for low-income or moderate-income housing. The Buyer will construct low- income or moderate-income housing on each lot conveyed. For this agreement, low and moderate-income housing is defined as properties that are sold for a price that does not exceed the New Homes HOME/Housing Trust Fund (HTF) Purchase Price Limit for 1-Unit for the Corpus Christi Metropolitan Statistical Area (MSA) established and published annually by U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 92.254 or rented for an amount that does not exceed the Fair Market Rent for the Corpus Christi MSA established and published annually by the U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 888.115. This condition is designed to maintain the integrity and purpose of the properties per Texas Local Government Code 272.001(g). 3. Title Insurance. The Buyer, at Buyer's expense, may acquire a title insurance policy that guarantees good and indefeasible title to the Property, without exceptions to title other than the standard printed exceptions and exceptions permitted under this Contract, and that wholly insures and indemnifies Buyer against any title defects or adverse claims. 4. Property Taxes. The City of Corpus Christi, as the owner of this property, is exempt from local property taxes. Any taxes due after conveyance are the responsibility of the Buyer. 5. Special Warranty Deed. Seller will execute a Special Warranty Deed, drafted in accordance with the provisions of this Contract, conveying the Property to Buyer. Buyer must make the cash payment. 6. Reverter Clause. The Special Warranty Deed for all lots sold shall include a reverter clause as follows: Reverter A lot reverts to the City of Corpus Christi if the grantee fails to construct a single-family dwelling for low-income or moderate-income housing on such lot and obtain a certificate of occupancy for such dwelling within two years from the date of conveyance. In this context, low and moderate-income housing is defined as properties that are sold for a price that does not exceed the New Homes HOME/Housing Trust Fund (HTF) Purchase Price Limit for 1-Unit for the Corpus Christi Metropolitan Statistical Area (MSA) established and published annually by U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 92.254 or rented for an amount that does not exceed the Fair Market Rent for the Corpus Christi MSA established and published annually by the U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 888.115. The grantee agrees to abide by these conditions, and failure to comply with any of these conditions shall result in the automatic reversion of the lot and dwelling to the City of Corpus Christi. This condition is designed to maintain the integrity and purpose of the property per Texas Local Government Code 272.001(g). 7. Cost Recapture, Reverter, and Covenant Running with the Land Clause. The Special Warranty Deed for all lots sold shall include Cost Recapture, Reverter, and Covenant Running with the Land clause as follows: Cost Recapture, Reverter, and Covenant Running with the Land The City of Corpus Christi has conveyed the lot for less than market value to be used for low-income and moderate-income housing. In this context, low-income and moderate-income housing is defined as a property that is sold for a price that does not exceed the New Homes HOME/Housing Trust Fund (HTF) Purchase Price Limit for 1-Unit for the Corpus Christi Metropolitan Statistical Area (MSA) established and published annually by U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 92.254 or rented for an amount that does not exceed the Fair Market Rent for the Corpus Christi MSA established and published annually by the U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 888.115. Page 2 of 8 Within the next ten years from the date of execution, if any of the lots described herein are sold for a price that exceeds the most recently issued New Homes HOME/HTF Purchase Price Limit established and published annually by HUD or rented for an amount that exceeds the most recently issued Fair Market Rent established and published annually by HUD, the City of Corpus Christi is entitled to recapture the costs of the land. The recaptured costs of the land shall be calculated at $5.15 per square foot, representing the land's fair market value. A lot reverts to the City of Corpus Christi if: (1) a dwelling and lot are sold for a price that exceeds the most recently issued New Homes HOME/HTF Purchase Price Limit for 1- Unit for the Corpus Christi, TX MSA as established and published by the U.S. Department of Housing and Urban Development per 24 C.F.R. § 92.254-1 or (2) a dwelling and lot are rented for an amount that exceeds the most recently issued Fair Market Rent as established and published by the U.S. Department of Housing and Urban Development per 24 C.F.R. § 888.115-1 and (3) the City of Corpus Christi is not paid a cost recapture for the land value of the lot at $5.15 per square foot within 90 days of the sale or rental. Payment can be made at 1201 Leopard St, Corpus Christ, TX 78401. The grantee agrees to abide by these conditions, and failure to comply with any of these conditions shall result in the automatic reversion of the lot and dwelling to the City of Corpus Christi. This restrictive covenant shall run with the land and bind all subsequent owners. These covenants shall run with the land for a period of 10 years from the date of this conveyance and shall automatically expire thereafter. This condition is designed to maintain the integrity and purpose of the property per Texas Local Government Code 272.001(g). 8. Non-Transferable. Prior to constructing a single-family dwelling for low-income or moderate-income housing outlined in this agreement, the Buyer shall not transfer the property described herein. Any attempt to do so shall be null and void, and the party responsible shall be liable for any resulting damages incurred by the other party. 9. Property Maintenance. Upon conveyance, Buyer shall maintain the described properties by mowing all grass and vegetation as often as necessary to maintain a height of less than 12 inches, effective upon execution of this Agreement. Buyer shall not allow weeds or brush twelve inches or higher to grow on the described property. Additionally, the Buyer will keep the described properties free of litter and solid waste. 10. Closing. There shall be no formal closing for this transaction. Within 30 days of Page 3 of 8 this Agreement's execution, Buyer will provide cash payment. Within 30 days of receipt of cash payment, Seller shall execute a Special Warranty Deed, drafted in accordance with the provisions of this Contract, conveying the Property to Buyer. Buyer will be responsible for recording the Special Warranty deed in the Real Property records of Nueces County. 11 . Survives Closing. This Contract survives the Conveyance of the Property and the delivery of the Special Warranty Deed and other necessary documents by Seller to Buyer, and all terms and conditions remain in effect between Seller and Buyer. 12. Property Condition. A. Buyer acknowledges and agrees that Buyer is purchasing the property "AS-IS" "WHERE-IS" and "WITH ALL FAULTS" without any warranties, representations or guarantees, either expressed or implied, of any kind, nature or type whatsoever from or on behalf of seller. Without limiting the generality of the foregoing, Buyer acknowledges and agrees that Seller hereby expressly disclaims any and all implied warranties concerning the condition of the property and any portions thereof, including but not limited to environmental conditions, presence or absence of hazardous materials and implied warranties of habitability, merchantability or fitness for a particular purpose. B. Buyer acknowledges and agrees that BUYER HAS NOT RELIED, AND WILL NOT RELY, upon any representations or warranties (oral or written) made by, or purportedly made on behalf of, Seller unless such representations and warranties are expressly set forth in this Contract. C. Except as otherwise specifically provided in this Contract, Buyer agrees that no representation by or on behalf of Seller have been made to Buyer as to the condition of the Property, any restrictions related to the condition of the Property, any restrictions related to the development of the Property, the applicability of or compliance with any governmental requirements, including but not limited to environmental laws or the suitability of the Property for any purpose whatsoever. D. Buyer releases Seller from any claims it may have against the Seller now or in the future under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.A §§ 9601 et seq. as amended; the Resource Conservation and Recover Act, 42 U.S.C.A. §§ 6901 et seq. as amended; the Texas Solid Waste Disposal Act, Tex. Health & Page 4 of 8 Safety Code §§ 361 .001 et seq. as amended; any other analogous state or federal statute; and common law arising from the environmental conditions of the Property or the presence of hazardous substances, solid wastes, or any other pollutants or contaminants on the Property. 13. Broker's Commission. Seller and Buyer have not commissioned a Broker to represent their interests, and neither are responsible for any brokerage or real estate commissions in connection with this Contract. Any costs associated with services to either party are the responsibility of the party that contracted the services. 14. Essential. Time is of the essence in closing this transaction. 15. Effective Date. The effective date of this Real Estate Sales Contract is the date on which the Contract is signed by the Seller. 16. Governing Law and Venue. This Agreement is subject to all federal, State, and local laws, rules, and regulations. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 17. Supersedes previous agreements. This Contract constitutes the only agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties respecting the subject matter of this Contract. 18. Counterparts: Multiple original copies of this contract may be executed, and the execution of this contract may be through the execution by the parties of separate counterparts. All of the original copies of this contract together shall constitute one agreement, binding on all of the parties hereto notwithstanding that the parties hereto may or may not be signatories to the same counterpart. Each of the undersigned parties authorizes the assembly of one or more original copies of this contract, such that each such original copy of this contract shall consist of (i) the body of this contract and (ii) counterpart signature pages and acknowledgment pages which collectively include all of the signatures and acknowledgments of the parties hereto. Each such contract shall constitute one original of this contract. 19. Assignment: Buyer shall not assign this Contract. Seller shall not assign this Contract. In the event an assignment is attempted, in violation of this Section, then Buyer's rights under this Contract shall automatically and immediately terminate without notice. 20. Breach of Contract. Buyer's failure to develop the conveyed parcels for low- income or moderate-income housing as defined herein constitutes a breach of contract. Seller has all remedies in law for a breach of contract. Page 5 of 8 21 . Government Function. This Agreement is to perform a governmental function solely for the public benefit, and the City does not waive its immunity by entering into and performing its obligations under the Agreement. 22. Deed Amendment. Upon request from Buyer, Seller will file an amended Special Warranty Deed if Buyer has started construction of a single-family dwelling but will be unable to obtain a certificate of occupancy within 2 years of the conveyance. The amended Special Warranty Deed will provide an additional year to obtain a certificate of occupancy prior to reversion. Page 6 of 8 Seller City of Corpus Christi Jeff H. Edmonds, P.E., Director of Engineering Services THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on 202_, by Jeff H. Edmonds, P.E., Director of Engineering Services of the City of Corpus Christi, a Texas municipal corporation, on behalf of said corporation. Notary Public in and for the State of Texas APPROVED AS TO LEGAL FORM THIS DAY OF 202 Assistant City Attorney City Legal Department Page 7 of 8 Buyer Habitat for Humanity - Corpus Christi, Inc. Sandra Gonzalez, Board President THE STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me on 202_, by Sandra Gonzalez, Board President of Habitat for Humanity - Corpus Christi, Inc. Notary Public in and for the State of Texas Page 8 of 8 OPTION FOR SALE OF REAL PROPERTY Whereas, Habitat for Humanity - Corpus Christi, Inc is a Texas Nonprofit Corporation exempt from federal taxation under Section 501(c)(3), Internal Revenue Code of 1986, as amended; Whereas, Habitat for Humanity - Corpus Christi, Inc has proposed property development of vacant lots near the Former Lamar Elementary School and; Whereas the City of Corpus Christi seeks to have property developed for low- and moderate-income households as a primary activity to promote the community-based revitalization of the City; Now, therefore, for and in consideration of $60 and property maintenance, the City of Corpus Christi, hereinafter referred to as "City," hereby grants to Habitat for Humanity - Corpus Christi, Inc, hereinafter referred to as "Optionee," an exclusive right and option to purchase the following described properties: 1) Lot 23A, Block 2, Eckerd Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 2221 Marguerite Street, 2) Lot 24A, Block 2, Eckerd Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 504 20th Street, 3) Lot 39, Block 7, Steele's Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 2614 Mary Street, 4) Lot 40, Block 7, Steele's Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 2614 Mary Street, 5) Lot 29, Block 10, Patrick Webb Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 623 20th Street, 6) Lot 30, Block 10, Patrick Webb Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 623 20th Street. Section 1. Property Maintenance The Optionee shall maintain the described properties herein by mowing all grass and vegetation as often as necessary to maintain a height of less than 12 inches, effective upon execution of this Agreement. The Optionee shall not allow weeds or brush twelve inches or higher to grow on the described properties. Additionally, the Optionee will keep the described properties free of litter and solid waste. If such property is not maintained, the City will send notice to the Optionee of this failure. The City may cancel this Option Contract if the Optionee does not cure the failure within 30 days of receiving the notice from the City. 1 Section 2. Option Period The option to purchase the property, hereinafter referred to as the "Option," shall commence upon the final execution of this contract and will expire on June 30, 2026, without notice to the Optionee. This option may only be exercised by Optionee after the construction of single-family dwellings on Lots 2, 6, 7, 8, 11, and 12, Block 9, Patrick Webb Addition Subdivision, City of Corpus Christi, Nueces County, Texas, located at or near 2304, 2312, and 2324 Mary Street. Upon request from the Optionee, the City may extend the option an additional year if the city has granted an extension to obtain a certificate of occupancy for a single-family dwelling. Section 3. Purchase Price The purchase price for the above-described properties is $10 per lot. The consideration paid herein shall be applied against the purchase price. Consideration also includes the use of the property for low-income and moderate-income housing, with low-income and moderate-income housing being defined as properties that are sold for a price that does not exceed the New Homes HOME/Housing Trust Fund (HTF) Purchase Price Limit for 1-Unit for the Corpus Christi Metropolitan Statistical Area (MSA) established and published annually by U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 92.254 or rented for an amount that does not exceed the Fair Market Rent for the Corpus Christi MSA established and published annually by the U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 888.115. This condition is designed to maintain the integrity and purpose of the property per Texas Local Government Code 272.001(g). Section 4. Forfeiture of Consideration If the Optionee fails to exercise this Option before its expiration or the City terminates for failure to maintain the property, the City will retain the consideration paid herein. Section 5. Reverter Clause The Special Warranty Deed of all lots to be sold shall include a reverter clause as follows: Reverter A lot reverts to the City of Corpus Christi if the grantee fails to construct a single-family dwelling for low-income or moderate-income housing on such lot and obtain a certificate of occupancy for such dwelling within two years from the date of conveyance. In this context, low and moderate-income housing is defined as properties that are sold for a price that does not exceed the New Homes HOME/Housing Trust Fund (HTF) Purchase Price Limit for 1-Unit for the Corpus Christi Metropolitan Statistical Area (MSA) established and published annually by U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 92.254 or rented for an amount that does not exceed the Fair Market Rent for the Corpus Christi MSA established and published annually by the U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 888.115. The grantee agrees to 2 abide by these conditions, and failure to comply with any of these conditions shall result in the automatic reversion of the lot and dwelling to the City of Corpus Christi. This condition is designed to maintain the integrity and purpose of the property per Texas Local Government Code 272.001(g). Section 6. Cost Recapture, Reverter Clause, and Covenant Running with the Land The Special Warranty Deed of all lots to be sold shall include Cost Recapture, Reverter Clause, and Covenant Running with the Land as follows: Cost Recapture, Reverter, and Covenant Running with the Land The City of Corpus Christi has conveyed the lot for less than market value to be used for low-income and moderate-income housing. In this context, low-income and moderate-income housing is defined as a property that is sold for a price that does not exceed the New Homes HOME/Housing Trust Fund (HTF) Purchase Price Limit for 1-Unit for the Corpus Christi Metropolitan Statistical Area (MSA) established and published annually by U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 92.254 or rented for an amount that does not exceed the Fair Market Rent for the Corpus Christi MSA established and published annually by the U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 888.115. Within the next ten years from the date of execution, if any of the lots described herein are sold for a price that exceeds the most recently issued New Homes HOME/HTF Purchase Price Limit established and published annually by HUD or rented for an amount that exceeds the most recently issued Fair Market Rent established and published annually by HUD, the City of Corpus Christi is entitled to recapture the costs of the land. The recaptured costs of the land shall be calculated at $5.15 per square foot, representing the land's fair market value. A lot reverts to the City of Corpus Christi if: (1) a dwelling and lot are sold for a price that exceeds the most recently issued New Homes HOME/HTF Purchase Price Limit for 1- Unit for the Corpus Christi, TX MSA as established and published by the U.S. Department of Housing and Urban Development per 24 C.F.R. § 92.254; or (2) a dwelling and lot are rented for an amount that exceeds the most recently issued Fair Market Rent as established and published by the U.S. Department of Housing and Urban Development per 24 C.F.R. § 888.115; and (3) the City of Corpus Christi is not paid a cost recapture for the land value of the lot at $5.15 per square foot within 90 days of the sale or rental. Payment can be made at 1201 Leopard St, Corpus Christ, TX 78401. 3 The grantee agrees to abide by these conditions, and failure to comply with any of these conditions shall result in the automatic reversion of the lot and dwelling to the City of Corpus Christi. This restrictive covenant shall run with the land and bind all subsequent owners. These covenants shall run with the land for a period of 10 years from the date of this conveyance and shall automatically expire thereafter. This condition is designed to maintain the integrity and purpose of the property per Texas Local Government Code 272.001(g). Section 7. Notice of Option's Exercise The Optionee's election to exercise this Option shall be by executing and delivering to the City the attached Real Estate Sales Contract on or before the expiration date hereof. Upon delivery of said executed sales contract, the City shall forthwith execute the same within thirty days. Section 8. Assignability of Option Optionee shall not assign the Option. In the event an assignment is attempted in violation of this Section, then Optionees' rights under this Option Contract shall automatically and immediately terminate without notice. Section 9. Notice Unless otherwise provided herein, any notice, tender, or delivery to be given hereunder by either party to the other may be effected by personal delivery in writing or by registered or certified mail, postage prepaid, return receipt requested, and shall be deemed received as of actual receipt or three business days from mailing, whichever is earlier. Mailed notices shall be addressed as set forth below, but each party may change his or her address by written notice in accordance with this Section. To the City: City of Corpus Christi Attn: Director of Planning and Community Development P.O. Box 9277 Corpus Christi, TX 78469-9277 To the Optionee: Habitat for Humanity - Corpus Christi, Inc Attn: 1901 Lipan St Corpus Christi, TX 78408 Section 10. Binding Effect This Option shall be binding on the City and shall inure to the benefit of Optionee. Remainder of page intentionally left blank; signature page to follow. 4 Executed this day of at County, Texas. Optionee Sandra Gonzalez, Board President Date Habitat for Humanity - Corpus Christi, Inc 1901 Lipan St Corpus Christi, TX 78408 City Peter Zanoni, City Manager Date City of Corpus Christi P.O. Box 9277 Corpus Christi, Texas 78469 APPROVED AS TO FORM: Deputy City Attorney Buck Brice 5 Real Estate Sales Contract THE STATE OF TEXAS § KNOW ALL BY THESE PRESENTS COUNTY OF NUECES § This Contract is entered into by the City of Corpus Christi, a Texas home-rule municipality, with an address of 1201 Leopard Street, Corpus Christi, Nueces County, Texas 78401 ("Seller") and Habitat for Humanity - Corpus Christi, Inc, a Texas Nonprofit Corporation with an address of 1901 Lipan St, Corpus Christi, TX 78408 ("Buyer"). 1. Property. Seller, for the consideration and under the terms set out herein, agrees to convey to Buyer the following lots: 1) Lot 23A, Block 2, Eckerd Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 2221 Marguerite Street, 2) Lot 24A, Block 2, Eckerd Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 504 20th Street, 3) Lot 39, Block 7, Steele's Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 2614 Mary Street, 4) Lot 40, Block 7, Steele's Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 2614 Mary Street, 5) Lot 29, Block 10, Patrick Webb Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 623 20th Street, 6) Lot 30, Block 10, Patrick Webb Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 623 20th Street. 2. Purchase Price. The purchase price is $10.00 per lot and the development of each lot for low-income or moderate-income housing. The Buyer will construct low- income or moderate-income housing on each lot conveyed. For this agreement, low and moderate-income housing is defined as properties that are sold for a price that does not exceed the New Homes HOME/Housing Trust Fund (HTF) Purchase Price Limit for 1-Unit for the Corpus Christi Metropolitan Statistical Area (MSA) established and published annually by U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 92.254 or rented for an amount that does not exceed the Fair Market Rent for the Corpus Christi MSA established and published annually by the U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 888.115. This condition is designed to maintain the integrity and purpose of the properties per Texas Local Government Code 272.001(g). 3. Title Insurance. The Buyer, at Buyer's expense, may acquire a title insurance policy that guarantees good and indefeasible title to the Property, without Page 1 exceptions to title other than the standard printed exceptions and exceptions permitted under this Contract, and that wholly insures and indemnifies Buyer against any title defects or adverse claims. 4. Property Taxes. The City of Corpus Christi, as the owner of this property, is exempt from local property taxes. Any taxes due after conveyance are the responsibility of the Buyer. 5. Special Warranty Deed. Seller will execute a Special Warranty Deed, drafted in accordance with the provisions of this Contract, conveying the Property to Buyer. Buyer must make the cash payment. 6. Reverter Clause. The Special Warranty Deed for all lots sold shall include a reverter clause as follows: Reverter A lot reverts to the City of Corpus Christi if the grantee fails to construct a single-family dwelling for low-income or moderate-income housing on such lot and obtain a certificate of occupancy for such dwelling within two years from the date of conveyance. In this context, low and moderate-income housing is defined as properties that are sold for a price that does not exceed the New Homes HOME/Housing Trust Fund (HTF) Purchase Price Limit for 1-Unit for the Corpus Christi Metropolitan Statistical Area (MSA) established and published annually by U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 92.254 or rented for an amount that does not exceed the Fair Market Rent for the Corpus Christi MSA established and published annually by the U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 888.115. The grantee agrees to abide by these conditions, and failure to comply with any of these conditions shall result in the automatic reversion of the lot and dwelling to the City of Corpus Christi. This condition is designed to maintain the integrity and purpose of the property per Texas Local Government Code 272.001(g). 7. Cost Recapture, Reverter, and Covenant Running with the Land Clause. The Special Warranty Deed for all lots sold shall include Cost Recapture, Reverter, and Covenant Running with the Land clause as follows: Cost Recapture, Reverter, and Covenant Running with the Land The City of Corpus Christi has conveyed the lot for less than market value to be used for low-income and moderate-income housing. In this context, low-income and moderate-income housing is defined as a property that is sold for a price that does not exceed the New Homes HOME/Housing Trust Fund (HTF) Purchase Price Limit for 1-Unit for the Corpus Christi Metropolitan Statistical Area (MSA) established and published annually by U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 92.254 or rented for an amount that does not exceed the Fair Market Rent for the Corpus Christi MSA established and published annually by the U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § Page 2 888.115. Within the next ten years from the date of execution, if any of the lots described herein are sold for a price that exceeds the most recently issued New Homes HOME/HTF Purchase Price Limit established and published annually by HUD or rented for an amount that exceeds the most recently issued Fair Market Rent established and published annually by HUD, the City of Corpus Christi is entitled to recapture the costs of the land. The recaptured costs of the land shall be calculated at $5.15 per square foot, representing the land's fair market value. A lot reverts to the City of Corpus Christi if: (1) a dwelling and lot are sold for a price that exceeds the most recently issued New Homes HOME/HTF Purchase Price Limit for 1- Unit for the Corpus Christi, TX MSA as established and published by the U.S. Department of Housing and Urban Development per 24 C.F.R. § 92.254-1 or (2) a dwelling and lot are rented for an amount that exceeds the most recently issued Fair Market Rent as established and published by the U.S. Department of Housing and Urban Development per 24 C.F.R. § 888.115-1 and (3) the City of Corpus Christi is not paid a cost recapture for the land value of the lot at $5.15 per square foot within 90 days of the sale or rental. Payment can be made at 1201 Leopard St, Corpus Christ, TX 78401 . The grantee agrees to abide by these conditions, and failure to comply with any of these conditions shall result in the automatic reversion of the lot and dwelling to the City of Corpus Christi. This restrictive covenant shall run with the land and bind all subsequent owners. These covenants shall run with the land for a period of 10 years from the date of this conveyance and shall automatically expire thereafter. This condition is designed to maintain the integrity and purpose of the property per Texas Local Government Code 272.001(g). 8. Non-Transferable. Prior to constructing a single-family dwelling for low-income or moderate-income housing outlined in this agreement, the Buyer shall not transfer the property described herein. Any attempt to do so shall be null and void, and the party responsible shall be liable for any resulting damages incurred by the other party. 9. Property Maintenance. Upon conveyance, Buyer shall maintain the described properties by mowing all grass and vegetation as often as necessary to maintain a height of less than 12 inches, effective upon execution of this Agreement. Buyer shall not allow weeds or brush twelve inches or higher to grow on the described property. Additionally, the Buyer will keep the described properties free of litter and solid waste. Page 3 10. Closing. There shall be no formal closing for this transaction. Within 30 days of this Agreement's execution, Buyer will provide cash payment. Within 30 days of receipt of cash payment, Seller shall execute a Special Warranty Deed, drafted in accordance with the provisions of this Contract, conveying the Property to Buyer. Buyer will be responsible for recording the Special Warranty deed in the Real Property records of Nueces County. 11 . Survives Closing. This Contract survives the Conveyance of the Property and the delivery of the Special Warranty Deed and other necessary documents by Seller to Buyer, and all terms and conditions remain in effect between Seller and Buyer. 12. Property Condition. A. Buyer acknowledges and agrees that Buyer is purchasing the property "AS-IS" "WHERE-IS" and "WITH ALL FAULTS" without any warranties, representations or guarantees, either expressed or implied, of any kind, nature or type whatsoever from or on behalf of seller. Without limiting the generality of the foregoing, Buyer acknowledges and agrees that Seller hereby expressly disclaims any and all implied warranties concerning the condition of the property and any portions thereof, including but not limited to environmental conditions, presence or absence of hazardous materials and implied warranties of habitability, merchantability or fitness for a particular purpose. B. Buyer acknowledges and agrees that BUYER HAS NOT RELIED, AND WILL NOT RELY, upon any representations or warranties (oral or written) made by, or purportedly made on behalf of, Seller unless such representations and warranties are expressly set forth in this Contract. C. Except as otherwise specifically provided in this Contract, Buyer agrees that no representation by or on behalf of Seller have been made to Buyer as to the condition of the Property, any restrictions related to the condition of the Property, any restrictions related to the development of the Property, the applicability of or compliance with any governmental requirements, including but not limited to environmental laws or the suitability of the Property for any purpose whatsoever. D. Buyer releases Seller from any claims it may have against the Seller now or in the future under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.A §§ 9601 et seq. as amended; the Resource Conservation and Recover Act, 42 U.S.C.A. §§ 6901 et seq. as Page 4 amended; the Texas Solid Waste Disposal Act, Tex. Health & Safety Code §§ 361 .001 et seq. as amended; any other analogous state or federal statute, and common law arising from the environmental conditions of the Property or the presence of hazardous substances, solid wastes, or any other pollutants or contaminants on the Property. 13. Broker's Commission. Seller and Buyer have not commissioned a Broker to represent their interests, and neither are responsible for any brokerage or real estate commissions in connection with this Contract. Any costs associated with services to either party are the responsibility of the party that contracted the services. 14. Essential. Time is of the essence in closing this transaction. 15. Effective Date. The effective date of this Real Estate Sales Contract is the date on which the Contract is signed by the Seller. 16. Governing Law and Venue. This Agreement is subject to all federal, State, and local laws, rules, and regulations. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 17. Supersedes previous agreements. This Contract constitutes the only agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties respecting the subject matter of this Contract. 18. Counterparts: Multiple original copies of this contract may be executed, and the execution of this contract may be through the execution by the parties of separate counterparts. All of the original copies of this contract together shall constitute one agreement, binding on all of the parties hereto notwithstanding that the parties hereto may or may not be signatories to the same counterpart. Each of the undersigned parties authorizes the assembly of one or more original copies of this contract, such that each such original copy of this contract shall consist of (i) the body of this contract and (ii) counterpart signature pages and acknowledgment pages which collectively include all of the signatures and acknowledgments of the parties hereto. Each such contract shall constitute one original of this contract. 19. Assignment: Buyer shall not assign this Contract. Seller shall not assign this Contract. In the event an assignment is attempted, in violation of this Section, then Buyer's rights under this Contract shall automatically and immediately terminate without notice. 20. Breach of Contract. Buyer's failure to develop the conveyed parcels for low- income or moderate-income housing as defined herein constitutes a breach of contract. Seller has all remedies in law for a breach of contract. Page 5 21 . Government Function. This Agreement is to perform a governmental function solely for the public benefit, and the City does not waive its immunity by entering into and performing its obligations under the Agreement. 22. Deed Amendment. Upon request from Buyer, Seller will file an amended Special Warranty Deed if Buyer has started construction of a single-family dwelling but will be unable to obtain a certificate of occupancy within 2 years of the conveyance. The amended Special Warranty Deed will provide an additional year to obtain a certificate of occupancy prior to reversion. Page 6 Seller City of Corpus Christi Jeff H. Edmonds, P.E., Director of Engineering Services THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on 202_, by Jeff H. Edmonds, P.E., Director of Engineering Services of the City of Corpus Christi, a Texas municipal corporation, on behalf of said corporation. Notary Public in and for the State of Texas APPROVED AS TO LEGAL FORM THIS DAY OF 202 Assistant City Attorney City Legal Department Page 7 Buyer Habitat for Humanity - Corpus Christi, Inc. Sandra Gonzalez, Board President THE STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me on 202_, by Sandra Gonzalez, Board President of Habitat for Humanity - Corpus Christi, Inc. Notary Public in and for the State of Texas Page 8 �.Wi• it I � r�A r 406 1. ••. r•a��! • •off "•r1 a...►� - - - - i A„e. • ..�9 �14 APPRAISAL r- • s w . � 4.y�� • ..r Vie, Y �►J M ■ f � � I •... rr •'mow I 1 i a•� y N r f ' r REPORT 1 1 1 , • • th Street, Corpus NuecesCounty, Texas -.0. . . ............... CLIENT lowerypa.com April 26, 2024 Bobby Harraid, Jr. City of Corpus Christi Property& Land Acquisition Manager 1201 Leopard Street, Corpus Christi,Texas 78469-9277 VACANT LAND 536 19'"Street, Corpus Christi, Nueces County,Texas In accordance with your request and authorization,we have completed an Appraisal Report of the captioned property for the purpose of developing an opinion of the market value of the subject property. It is our intent to comply with 12 CFR, Subpart C -Subsection 34.42(g), Department of the Treasury, Office of the Comptroller of the Currency, as well as the Uniform Standards of Professional Appraisal Practice (USPAP) and FIRREA. It should be noted that the undersigned have experience in appraising properties considered similar to the subject, in the subject market area, and therefore comply with the Competency Rule as outlined in USPAP. The following report, plus the Addenda, sets forth our findings and conclusions. Maps, plats and photographs that are considered essential to explain the reasoning followed in making the appraisal have been included and the conclusions are expressed therein.Also, no hazardous materials orwaste were noted upon inspection of the subject property.Please refer to the Basic Assumptions and Limiting Conditions section of this report. USPAP Standards Rule 1-2(h) states that an appraiser must identify the scope of work necessary to complete an assignment.The scope of work is acceptable when it is consistent with: (1) the expectations of participants in the market for the same or similar appraisal services; and (2) what the appraiser's peers' actions would be in performing the same or similar assignment in compliance with USPAP. In the case of the subject property, both of these USPAP criteria have been met. NOTEWORTHY POINTS ■ The subject property is a 0.0733-acre (3,192 SF) vacant tract of land. ■ The subject is neither under contract of sale, nor is it listed for sale on the open market. ■ The Sales Approach was fully developed herein.The Income and Cost Approaches to value were omitted and not considered necessary for credible assignment results. The Cost Approach was not considered to be applicable due to the lack of improvements located on the subject site which contribute value. The Income Approach was not considered to be applicable due to the subject as a non-income producing piece of land. The omission of the Income and Cost Approaches to value are not considered to, in any way, reduce the reliability of the value conclusions herein. The appraisal, subject to the assumptions and limiting conditions as expressed herein and conducted according to the Uniform Standards of Professional Appraisal Practice, led us to develop an opinion of market value as follows: VALUE CONCLUSION Status Interest Date Value As Is Fee Simple April 16,2024 $16,000 Support and explanation for our value conclusion is explained in detail in the contents of the attached report. It has been a pleasure to assist you, and if we can be of service to you in the future, please let us know. Lowery Property Advisors, LLC MARIO CARO,MAI,AI-GRS,SR/WA BRIAN BORMANN Texas State Certified General Real Estate Appraiser Texas State Certified General Real Estate Appraiser Certificate No.TX1334889-G Certificate No.TX1381102-G mario@lowerypa.com brian@lowerypa.com BENJAMIN SAUNDERS JEFFREY K.WALTERS Texas State Certified General Real Estate Appraiser Texas State Certified General Real Estate Appraiser Certificate No.TX1381348-G Certificate No.TX1380924-G bsaunders@lowerypa.com jeff@lowerypa.com CONTENTS SALIENTDATA................................................................................................................................................................... 1 SUBJECTPHOTOS ............................................................................................................................................................. 2 INTRODUCTION ................................................................................................................................................................4 SCOPEOF WORK............................................................................................................................................................. 5 REGIONAL......................................................................................................................................................................... 6 NEIGHBORHOOD........................................................................................................................................................... 10 DEMOGRAPHICS............................................................................................................................................................ 16 ECONOMICUPDATE...................................................................................................................................................... 20 SITEDESCRIPTION........................................................................................................................................................... 27 PROPERTYHISTORY ........................................................................................................................................................33 REALESTATE TAXES.........................................................................................................................................................34 HIGHEST & BEST USE .......................................................................................................................................................35 LANDVALUATION..........................................................................................................................................................37 MARKETING / EXPOSURE TIME ...................................................................................................................................... 47 ASSUMPTIONS & LIMITING CONDITIONS......................................................................................................................48 CERTIFICATION............................................................................................................................................................... 50 ADDENDUM.................................................................................................................................................................... 51 SALIENT DATA CORPUS CHRISTI•TEXAS VACANT LAND SALIENT DATA GENERAL Date of Valuation April 16, 2024"As Is" Date of Inspection April 16, 2024 Property Rights Appraised Fee Simple SITE Location The subject property is located along the east side of 19th Street,just north of Mary Street. The address associated with the subject property is 536 19th Street, Corpus Christi, Nueces County, Texas. Site Description Per the Nueces County Appraisal District, the subject site is a 0.0733- acre (3,192 SF) tract of vacant land. The site is generally rectangular in shape with generally level topography.The property is not located in a designated flood plain. Reader is referred to the Site Description section for further details. Legal Description Lot 2, Jasmin Addition, City of Corpus Christi, Nueces County, Texas Zoning "RS-6" -Single-Family 6 District IMPROVEMENTS General Description The subject site is currently vacant land with no improvements. HIGHEST & BEST USE As Vacant Residential development PA 2024.04.139 PAGE 1 SUBJECT PHOTOS CORPUS CHRISTI•TEXAS VACANT LAND SUBJECT PHOTOS =d: AK I _ " 1, LPA 2024.04.139 PAGE 2 � 4g► N w;. 973 2 N Marguerite St 425 M' .• .- k r M-y St F.t,rry St p _- rrAftn »: G ' � t 4 •- �' -a ■ ■ Morris M rr - ■ St Joseph School - ,,:,� re pa it rlo:e ` .ci3 St Juseph:s I Catholic Church r■a, pI �v+mommmmmwww+f ■ �, �I _ i a. pia i 6 ' INTRODUCTION CORPUS CHRISTI•TEXAS VACANT LAND INTRODUCTION This is an Appraisal Report, which is intended to comply with the reporting requirements set forth under Standards Rule 2-2(a) of the Uniform Standards of Professional Appraisal Practice for an Appraisal Report. Supporting documentation concerning the data, reasoning and analyses is retained in the appraiser's file. The depth of discussion contained in this report is specific to the needs of the client and for the intended use stated below. The appraiser is not responsible for unauthorized use of this report. Furthermore, as agreed upon with the client prior to the preparation of this appraisal, this is an appraisal as set forth by USPAP. TYPE OF VALUE The value definition employed in this report is Market Value as defined in 12 CFR - Part 34.44 (FIRREA), Department of the Treasury, Office of the Comptroller of the Currency. Market value means the most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: ■ Buyer and seller are typically motivated; ■ Both parties are well informed or well advised,and acting in what they consider their own best interests; ■ A reasonable time is allowed for exposure in the open market; ■ Payment is made in terms of cash in US dollars or in terms of financial arrangements comparable thereto; and ■ The price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. Intended Use Internal Management Decisions Intended Users City of Corpus Christi Client City of Corpus Christi Interest Valued Fee Simple Date of Valuation April 16, 2024 "As Is" Date of Inspection April 16, 2024 Date of Report April 26, 2024 PA 2024.04.139 PAGE 4 SCOPE OF WORK CORPUS CHRISTI•TEXAS VACANT LAND SCOPE OF WORK The scope of the assignment relates to the extent and manner in which research is conducted, data is gathered and analysis is applied. In preparing this appraisal, the appraisers did the following: ■ Inspected the subject property; ■ Search the applicable market area for comparable market data. We utilized multiple sources including but not limited to: Costar, Loopnet, area brokers, local MLS, as well as our proprietary database. ■ Interviewed landowners and local brokers familiar with the subject area and considered their insight of the current market and transactions; ■ Obtained information from surrounding counties and area jurisdictions regarding zoning, taxes, property history, flood plain, utilities, etc. ■ Developed an opinion of the market value via the Sales Approach. The inclusion or exclusion of approaches to value was determined by LPA and not our client. ■ The Sales Approach was fully developed herein. The Income and Cost Approaches to value were not considered necessary for credible assignment results. The omission of the Income and Cost Approaches to value are not considered to, in any way, reduce the reliability of the value conclusions herein. The Cost Approach was not considered to be applicable due to the lack of improvements located on the subject site. The Income Approach was not considered to be applicable due to the subject as a non-income producing piece of land. ■ To develop the opinion of value, the appraiser performed an appraisal process, as defined by the Uniform Standards of Professional Appraisal Practice. Extraordinary Assumptions & Hypothetical Conditions It is emphasized that per USPAP, "the use of extraordinary assumptions and or hypothetical conditions may have affected assignment results." These terms are defined as follows: Extraordinary Assumption, "an assignment-specific assumption as of the effective date regarding uncertain information used in an analysis which, if found to be false, could alter the appraiser's opinions or conclusions." This report is made with the following extraordinary assumption(s): ■ None Hypothetical Condition, "a condition, directly related to a specific assignment, which is contrary to what is known by the appraiser to exist on the effective date of the assignment results, but is used for the purpose of analysis." This report is made with the following hypothetical condition(s): ■ None LPA 2024.04.139 PAGE 5 REGIONAL CORPUS CHRISTI•TEXAS VACANT LAND REGIONAL The subject is located in the Corpus Christi Metropolitan Statistical Area (MSA) which is located on the Texas Gulf Coast, approximately midway between Houston and the Mexican border. It is 200 miles southwest of Houston, 200 miles south of Austin, 130 miles southeast of San Antonio and 130 miles north of the Mexican border.The MSA covers three counties-Aransas, Nueces, and San Patricio. I)ALI ti .il iD I"- 6} "a _.. rxKe eer ''"I" raemercsT caerwscrielsa 4��' Corpus ChrlSiltang y4 s 'g Roue Dun LPA 2024.04.139 PAGE 6 REGIONAL CORPUS CHRISTI•TEXAS VACANT LAND DEMOGRAPHICS According to Esri, the 2021 population estimate of the Corpus Christi Metropolitan Area is 442,600, making it the 7th largest metropolitan area in the Texas. Based on that estimate, the area gained approximately 5,300 new residents between 2020 and 2021.The main industries of the area include military, oil production, shipping, and construction. Leisure and hospitality industries are also important to the area, as the coast attracts many tourists. ECONOMICS Corpus Christi MSA Corpus Christi's economy has paused in recent months, with job growth slowing nearly to a halt. Professional services and government have been especially weak, declining since August. However, core manufacturing is advancing a bit faster than most other industries. The unemployment rate has been relatively steady in the range of 4.5%, more than 0.5 percentage point higher than the national rate. The labor force has stopped rising in recent months after gaining earlier in 2023, but it remains above where it was in early 2020. Housing market data have been mixed. Manufacturing was weak in 2023, but the chances of a rebound in 2024 are beginning to improve. Petrochemical refining as well as equipment and supplies related to drilling makes up the bulk of local production. From the peak in March 2022 through mid-2023, oil prices fell by approximately $50 per barrel, setting in motion a decline in Texas' active drill rigs throughout 2023. The subsequent price gyrations only added to uncertainty, further subduing exploration. On the positive side, exploration companies have been able to boost production of existing wells via improvements in productivity. The forecast is for West Texas Intermediate to rise back into the mid-$80 per barrel range this year, the expectation is that once companies are confident prices will remain elevated, the industry will revive. Separately, in early 2023, Tesla began constructing a lithium-refining facility near Corpus Christi that will support the production of batteries for electric vehicles. The company projects that the plant will be operational in 2024, initially resulting in a few hundred permanent jobs. In the meantime, the facility's construction is adding an additional 500 or more jobs. The logistics industry should continue the recovery that began toward the end of 2023 following a decline through most of the year. One factor behind the recovery is that the Port of Corpus Christi Ship Channel is working on an expansion after receiving federal funding at the end of 2022. Completion is expected this year, resulting in a wider and deeper port better able to accommodate rising export flows of energy and agricultural products. Further, Cheniere is planning a 12 million-ton per year expansion of its local natural gas liquefaction facility. A driver of this activity has been Russia's invasion of Ukraine, which led European and other natural gas importers to seek alternative sources of supply. As a result, in 2022, the U.S. became the world's second-largest exporter after Qatar. LPA 2024.04.139 PAGE 7 REGIONAL CORPUS CHRISTI•TEXAS VACANT LAND Residential construction rebounded modestly from its sharp contraction in 2022, but still-elevated mortgage rates will limit further gains in 2024. After house prices fell in the first half of 2023, prices have begun to rise moderately. But demographics will curb gains in housing in the longer term. In particular, there has been no population growth in recent years. One reason is that because the number of high-wage jobs is only half the national share, out-migration occurs as workers search for better jobs elsewhere.Another constraint is that the number of adults with a bachelor's degree is only two-thirds the national share, limiting the metro area's attractiveness for employers considering relocation. Strengths ■ Port of Corpus Christi expansions lead to growth in exports. ■ Rising demand for LNG boosts the distribution industry. Weaknesses ■ Lack of well-paying jobs accelerates outmigration as residents relocate to larger metro areas such as Dallas and Houston. ■ Uncertainty surrounding oil prices causes oil companies to hold back on investment. 2019 2020 2021 2022 2023 INDICATORS 2024 2025 2026 2027 2028 26.8 25.5 27.7 26.8 27.3 Gross metro product (C12$bil) 28.2 28.8 29.6 30.4 31.3 0.4 -5.1 8.5 -3.0 1.8 %change 3.2 2.2 2.6 2.9 3.0 193.9 181.3 183.9 190.3 194.8 Total employment (ths) 197.5 199.5 201.0 202.4 203.9 0.3 -6.5 1.4 3.5 2.4 %change 1.4 1.0 0.8 0.7 0.7 4.3 9.1 7.1 4.9 4.5 Unemployment rate (%) 4.2 4.2 4.2 4.1 4.1 6.0 4.7 10.5 2.2 6.7 Personal income growth (%) 4.4 4.4 4.4 4.5 4.5 55.5 57.3 58.9 61.4 64.0 Median household income ($ths) 66.1 68.3 70.7 73.3 75.9 445.7 446.0 447.8 451.4 455.1 Population (ths) 458.2 460.9 463.5 466.1 468.6 -0.2 0.1 0.4 0.8 0.8 %change 0.7 0.6 0.6 0.6 0.6 -2.5 -0.6 1.7 3.2 2.6 Net migration (ths) 1.9 1.7 1.6 1.7 1.8 1842.0 1819.0 2423.0 2092.0 1894.4 Single-family permits (#) 1377.1 1484.9 1600.5 1599.4 1571.2 214.0 277.0 366.0 5.0 67.8 Multifamily permits (#) 451.0 442.0 472.4 494.0 484.1 3.0 4.6 12.0 14.3 3.0 FHFA house price (1995Q1=100) 1.4 -0.9 -0.1 1.1 2.1 Moodys Analytics PA 2024.04.139 PAGE 8 REGIONAL CORPUS CHRISTI•TEXAS VACANT LAND MAJOR ATTRACTIONS Corpus Christi is a popular tourist destination because of its mild climate and location. It is the most frequented vacation destination in Texas with 10.61 million annual visitors.Most visitors are the traditional summer beach visitors and "Winter Texans" which pump an estimated$1.35 billion annually into the local economy. Corpus Christi convention activity is focused in the area at the north end of Shoreline Boulevard near the Harbor Bridge. The American Bank Center Convention Center events support a number of hotels in the downtown Bay Front area.The center(located at 1901 N.Shoreline Boulevard-north of IH 37 and east of US 181) opened in late 2004 and features a 2,526-seat auditorium, a sports arena seating 10,500 and meeting and exhibition space. The sports arena is home to Corpus Christi's Ice-rays hockey team and the Texas A&M - Corpus Christi University basketball teams. Whataburger Field is home to the Corpus Christi Hooks, the Double-A affiliate of the Houston Astros. TRANSPORTATION Corpus Christi International Airport The Corpus Christi International airport serves the coastal bend of Texas.The four airlines that serve CCIA are American, Southwest, and United Airlines. These airlines provide direct flights to both airports in Houston as well as in Dallas. Port of Corpus Christi The Intracoastal Waterway and the Port of Corpus Christi make Corpus Christi a major transportation and bulk cargo center. The port is the 8th largest in the nation in terms of annual tonnage and is located mid-way along the Texas coast on the Gulf of Mexico (approximately 150 miles north of the United States/Mexico border) just north of IH 37 and the Central Business District (CBD). Low-cost barge transportation is available on this 1,177-mile waterway that links Corpus Christi with 9,812 miles of commercially navigable waterways in the mid-continent regions of the Mississippi River and its tributary systems as well as 2,500 miles of waterway along the Gulf of Mexico. The Texas Department of Transportation The main thoroughfares that serve the area are I-37,which provides easy access to San Antonio, State Highway 35, which connects the area to Houston, and US Highway 77, which connects 7n� the area to the Rio Grande Valley. Other important roadways include State Highways 358 and 361, which connect the city to Padre Island. CONCLUSION Corpus Christi will improve slowly in 2024 as the energy and distribution industries recover. Longer term, weak population growth and other structural factors will constrain growth. PA 2024.04.139 PAGE 9 REGIONAL CORPUS CHRISTI•TEXAS VACANT LAND NEIGHBORHOOD A neighborhood is typically a segment of a community, city or town which is a homogeneous grouping of individuals, buildings or business enterprises within the larger community. A neighborhood has three stages of life and possibly a fourth. They are (1) integration (the development stage), (2) equilibrium (the static stage), (3) disintegration (the declining or decaying stage), and possibly (4) a redevelopment or rejuvenation state or period and continuance of the neighborhood life cycle. o 0 0 0 ©Mea nsville Cemetery 0 Doyle 11 UFO P Posit.Cemeteryq /fake Park H-E_B. Duth Park Asa ANNAVILLE (yw� 164I • `\\ 0 4 North Beacl/ Texas State Aquarium oJBorchard _ nal Fairgrounds .......n - � C,Or u iiChrl5tl f � SUBJECT i' CF=�- Violet O 'C © Cole Park CENTRAL tIiY A Corpus Christi r 0 International 0 O Airport he Home pot' 0 ® �.MOLINA 0 3a ®4 (�'�.Driscaf Chtldref Memory `�Hoepita'' Gardens Funeral Home &Cemetery P L5? yes 0 .:r Un Tet o I 0 Carpus Christi Gun Clubv H-E-B® � Sams Club BAY ARE v Tierra Grande L� F431 souTn AIDE Petronila Lam'= (J 0 (2_g South Texas 01 Botanical W Gardens& Pre Modern American Cheer Nature Center 777 O O C O n r LPA 2024.04.139 PAGE 10 REGIONAL CORPUS CHRISTI•TEXAS VACANT LAND • LOCATION The subject property is located in the City of Corpus Christi, Nueces County, Texas.The subject neighborhood is best defined by use patterns, as well as the location of major thoroughfares and natural boundaries. Neighborhood boundaries are generally defined as the city limits of Corpus Christi. GENERAL INFO Corpus Christi is a coastal city in the South Texas region, which is 130 miles southeast of San Antonio. Corpus Christi has a population of 327,423 people with a median age of 35.7 and a median household income of $57,387. Between 2016 and 2021 the population of Corpus Christi grew from 325,734 to 327,423, a 0.52% increase and its median household income grew from $54,344 to $57,387, a 5.60% increase. This city is home to a number of popular destinations for both tourist and residents. Most of the local economy is driven by tourism and the oil and petrochemicals industry.The city's location provides opportunities for water sports and nature tourism. Some of the most visited attractions are located on North Beach, where the Texas State Aquarium and the USS Lexington Museum on the Bay are located. The Port of Corpus Christi, which is the fifth largest U.S. Port and deepest inshore port on the Gulf of Mexico, handles mostly oil and agricultural products. Corpus Christi is home to several institutions of higher learning such as Texas A&M University-Corpus Christi, De Mar College, and numerous vocational schools. The city has six school districts which provide primary and secondary education for residents. The market area is a combination of vacant land, single-family residential, retail, multifamily, office and industrial uses. Retail/commercial development is primarily located along major thoroughfares such as SH 358(South Padre Island Drive). Residential uses are located on secondary thoroughfares. PA 2024.04.139 PAGE 1 1 REGIONAL CORPUS CHRISTI•TEXAS VACANT LAND CORPUS CHRISTI DOWNTOWN Corpus Christi's Downtown/Bayfront area has great hotels, some of the city's finest dining options, a marina and museums. The Marina Arts District in downtown features excellent eateries, art, original music and festivals. The Sports, Entertainment and Arts District (SEA District) is located at the southern edge of the Corpus Christi Ship Channel.The SEA District includes the Museum of South Texas, the Corpus Christi Museum of Science and History, Concrete Street Amphitheater and Hurricane Alley Waterpark. Whataburger Field, home to the Corpus Christi Hooks (Double-A affiliate of the Houston Astros), is also located in the SEA District. McGee Beach is located on the downtown seawall and offers a beach that is perfect for children and fishing along the jetties. The Mirador de la Flor is located on the Corpus Christi Bayfront Seawall which is located at the Peoples Street T-Head and is popular among tourists. Selena Quintanilla Perez was an 'r,l� acclaimed Tejano singer born in Corpus Christi whose life and music touched the community and many people around the :` w world. The life size-bronze statue was sculpted by H.W. "Buddy" _ Tatum, awell-known Corpus Christi artist. MM Established in 1923, the Corpus Christi Yacht Club is located in Downtown Corpus Christi along Coopers Alley.The two-story private club is equipped with a full-service restaurant/bar and outdoor pool which hosts various events such as weddings, luncheons, and social �- gatherings. The Yacht Club regularly hosts regattas and offers a learn-to-sail program to both members and non-members between ages 6-18. This allows students to learn about water safety, rigging techniques, sailing skills, knots, and weather before venturing outside of the club's marina by the end of season. LPA 2024.04.139 PAGE 12 REGIONAL CORPUS CHRISTI•TEXAS VACANT LAND NAVAL AIR STATION CORPUS CHISTI NAS Corpus Christi was commissioned on March 12, 1941 after a board found that a lack of training facilities capable of .- meeting an emergency demand for pilots constituted a grave situation. NAS CC provided intermediate flight training in World War II, training naval pilots to fly SNJ, SNV, SNB, OS2U, PBY, and N3N airplanes. In 1944 it was the largest naval aviation training facility in the world. The facility covered 20,000 acres, had 997 hangars, shops, barracks, warehouse and accessory buildings. Today, Training Air Wing FOUR produces approximately 400 newly qualified aviators each year via the "Maritime Pipeline" for shore-based US Navy, US Marine Corps and US Coast Guard fixed—wing jet and turboprop aircraft. Training Air Wing FOUR consists of four squadrons which handle training in the T-613 Texan II, a single engine turboprop aircraft and advanced training in the twin engine T-44C Pegasus aircraft. NAS Corpus Christi is also home to the Corpus Christi Army Depot, the largest helicopter repair facility in the world. NORTH BEACH DEVELOPMENTS North Beach is the home of Corpus Christi's top tourist attractions - The USS Lexington Museum and the Texas State Aquarium,which both attract approximately 800,000 visitors annually.The USS Lexington Museum is a World War II vintage aircraft carrier that now services as a naval aviation museum and educational facility. Commissioned in 1943, the carrier served the United States longer and set more records than any other carrier in the history of naval aviation. The Texas State Aquarium mission is to engage people with animals, inspire appreciation for our seas and support wildlife conservation. North Beach offers a good variety of places to eat and drink and awesome bayfront views, a 1.5-mile-long sandy beach, and Concrete Beachwalk. Two fishing jetties are located on North Beach at the north and south ends. In 2017, Frazier started planning Lighthouse Pointe, a $25 million project at the tip of North Beach on the west side of U.S. Highway 181, across from the subject property.The complex will feature 159 luxury + rs one, two, and tree-bedroom apartment _ units, eight townhomes, a marina, spa, restaurant, chapel and a 136-foot Texas lighthouse.As of June 2022,the construction is still on going and is expected to be complete before the end of 2022. PA 2024.04.139 PAGE 13 REGIONAL CORPUS CHRISTI•TEXAS VACANT LAND ACCESS Access to the subject neighborhood is considered good due to its close proximity to U.S. Highway 181 to the west. U.S. Highway 181 originates in downtown Corpus Christi and connects Corpus Christi to Portland and extends far northwest to San Antonio. Interstate 37 is to the south of the subject which provides a direct link to both Interstate Highway 35 and Interstate Highway 10 in San Antonio. Interstate 69E/ US Highway 77 connects the city to Brownsville to the south and Victoria and Waco to the north. Texas State Highway 44 is a main thoroughfare that connects Corpus Christi to Laredo and the western part of South Texas by way of Interstate 69W / US Highway 59, Interstate 35, and US Highway 83. The inner-city public transportation is provided by Corpus Christi Regional Transportation Authority with its bus route. Other primary thoroughfares include Highway 286 (Crosstown Expressway) and Highway 358 (South Padre Island Drive). UTILITIES The majority of the city of Corpus Christi is adequately served by all the typical utilities, including water, sewer, electric service, natural gas, septic and public telephone. Major utility companies servicing the neighborhood include the City of Corpus Christi and TXU Electric Company. NUISANCES & HAZARDS Nuisances and hazards are limited in the subject neighborhood. Vibration, smoke, smog, odors and intense noise are basically related to vehicular traffic along the major thoroughfares. As in any area, traffic density poses problems ranging from congestion to noise. These problems are not severe and are a natural part of most communities. PA 2024.04.139 PAGE 14 REGIONAL CORPUS CHRISTI•TEXAS VACANT LAND LIFE CYCLE Each neighborhood has a unique and dynamic quality all its own, given man's unique imagination, design and development of an area. This quality is described as a "life cycle,"which is identified in The Appraisal of Real Estate as evolving through the following four stages. Growth Neighborhood gains public favor and acceptance Stability Equilibrium without marked gains or losses Decline Diminishing demand Revitalization Renewal, modernization and increasing demand Overall, the subject neighborhood appears to be in the stability period of its life cycle. Land prices have increased. The immediate area is a well-established area within the city of Corpus Christi and is considered to be approximately 70%developed. Properties appear to range in age from new to over 50 years. CONCLUSION The subject neighborhood is located in Corpus Christi, Nueces County, Texas. Demand for virtually all types of real estate in this area has been mostly stable in recent years. The future growth of the neighborhood relies heavily upon the strength of the economy and the overall strength of the real estate market within the entire Corpus Christi area. The subject property displays good locational attributes in the defined neighborhood and should benefit from any positive economic conditions experienced by the immediate area. PA 2024.04.139 PAGE 15 DEMOGRAPHICS CORPUS VACANT I-AND DEMOGRAPHICS The following pages summarize data generated by the STDB. gpesa Slt- f'1- p 4 ' r DEMOGRAPHICS CORPUS CHRISTI•TEXAS VACANT LAND Gesri' Prepared by Esri Rings: 1,3, 5 mile radii _atitude. 21.i8513 Longitude: -97.41330 1 mile 3 miles 5 miles Mortgage Income 2023 Percent of Income for Mortgage 15.41/❑ 14.99'❑ 17.5% Median Household Income 2023 Median Household Income $29,337 $38,894 $44,917 2028 Median Household Income $31,857 $42,995 $50,795 2023-2028 Annual Rate 1.66% 2.03% 2.49% Average Household Income 2023 Average Household Income $46,562 $61,618 $66,667 2028 Average Household Income $52,576 $68,934 $74,688 2023-2028 Annual Rate 2.46% 2.27% 2.30% Per Capita Income 2023 Per Capita Income $17,402 $23,069 $24,901 2028 Per Capita Income $19,986 $26,211 $28,271 2023-2029 Annual Rate 2.81% 2.59% 2.57% GINI Index 2023 Gini Index 46.5 46.3 44.5 Households by Income Current median household income is$44,917 in the area,compared to$72,603 for all U.S.households.Median household income is projected to be$50,795 in five years,compared to$82,410 for all U.S.households Current average household income is$66,667 in this area,compared to$107,008 for all U.S.households. Average household income is projected to he$74,688 in five years,compared to$122,048 for all U.S.households Current per capita income is$24,901 in the area,compared to the U.S.per capita income of$41,310. The per capita income is projected to be$28,271 in five years,compared to$47,525 for all U.S.households Housing 2023 Housing Affordability Index 141 148 126 2010 Total Housing Units 6,163 31,472 53,604 2010 Owner Occupied Housing Units 2,218 14,574 27,494 2010 Renter Occupied Housing Units 3,001 13,103 20,352 2010 Vacant Housing Units 944 3,795 5,758 2020 Total Housing Units 5,695 28,942 51,426 2020 Owner Occupied Housing Units 1,859 12,778 25,067 2020 Reuter Occupied Housing Units 2,797 12,136 19,982 2020 Vacant Housing Units 1,D05 4,039 6,362 2023 Total Housing Units 5,740 29,074 52,077 2023 Owner Occupied Housing Units 2,009 13,289 26,415 2023 Renter Occupied Housing Units 2,626 11,509 18,746 2023 Vacant Housing Units 1,103 4,276 6,916 2028 Total Housing Units 5,766 29,270 52,525 2028 Owner Occupied Housing Units 2,046 13,423 26,713 2028 Renter Occupied Housing Units 2,603 11,405 18,656 2028 Vacant Housing Units 1,117 4,442 7,156 1 mile 3 miles 5 miles Population 2010 Population 15,913 78,073 134,958 2020 Population 13,782 68,641 123,036 2023 Population 13,573 67,628 122,310 2028 Population 13,486 66,949 121,485 2010-2020 Annual Rate -1.431/a -1.281/. -0.92% 2020-2023 Annual Rate -0.47% -0.46% -0.18% 2023-2028 Annual Rate -0.13% -0.20% -0.14% 2020 Male Population 51.9% 50.1T. 49.8% 2020 Female Population 48.1% 49.9% 50.2% 2020 Median Age 38.8 39.2 38.6 2023 Male Population 50.8% 49.7% 49.3% 2023 Female Population 49.211h 50.3% 5D.7% 2023 Median Age 37.3 37.9 37.6 In the identified area,the current year population is 122,310.In 2020,the Census count in the area was 123,036. The rate of change since 2020 was-0.18%annually.The five-year projection for the population in the area is 121,485 representing a change of-0.14%annually from 2023 to 2028.Currently,the population is 49.3%male and 50.7%female. Median Age The median age in this area is 37.6,compared to U.S.median age of 39.1. LPA 2024.04.139 PAGE 17 DEMOGRAPHICS CORPUS CHRISTI•TEXAS VACANT LAND i esn" Demographic and Inc. _ Profile Prepared by Esri Ring: 3 mile radius Latitude: 27.78513 Longitude: -97.41330 Summary Census 2010 Census 2020 2023 2028 Population 78,073 68,641 67,628 66,949 Households 27,677 24,914 24,798 24,828 Families 18,147 16,020 15,642 15,594 Average Household Size 2.72 2.65 2.62 2.59 Owner Occupied Housing Units 14,574 12,778 13,269 13,423 Renter Occupied Housing Units 13,103 12,136 11,509 11,405 Median Age 35.9 39.2 37.9 39.6 Trends: 2023-2028 Annual Rate Area State National Population -0.20% 0.970/. 0.300/. Households 0.02% 1.151% 0.499% Families -0.06% 1.161% 0.44% Owner HHs 0.20% 1.38% 0.66% Median Household Income 2.03% 2.56% 2.57% 2023 2028 Households by Income Number Percent Number Percent <$15,000 4,308 17.4% 4,068 16.40/. $15,000-$24,999 3,362 13.61/o 2,923 11.8%a $25,000 $34,999 3,549 14.31/. 3,295 13.3% $35,000 $49,999 3,592 14.51/. 3,487 14.0% $50,000 $74,999 3,865 15.6% 4,026 16.2% $75,000-$99,999 2,582 10.41/6 2,870 11.6% $100,000-$149,999 2,106 8.5% 2,450 9.9% $150,000-$199,999 647 2.61/. 827 3.3% $200,000+ 786 3.21/o 880 3.5% Median Household Income $38,894 $42,995 Average Household Income $61,618 $68,934 Per Capita Income $23,069 $26,211 Census 2010 Census 2020 2023 2028 Population by Age Number Percent Number Percent Number Percent Number Percent 0-4 5,866 7.5% 4,106 6.0% 4,507 6.7% 4,435 6.61f. 5-9 5,713 7.3% 4,318 6.3% 4,495 6.61/. 4,243 6.31/n 10- 14 5,500 7.0% 4,574 6.7% 4,419 6.5% 4,258 6.41/n 15- 19 5,627 7.2% 4,704 6.9% 4,326 6.4% 4,105 6.11/o 20-24 5,309 6.8% 4,279 6.20/a 4,317 6.40/. 4,160 6.2% 25-34 10,217 13.1% 8,815 12.8% 9,264 13.7% 8,356 12.5% 35-44 9,147 11.7% 8,404 12.20% 8,116 12.0% 8,390 12.5% 45-54 11,115 14.2% 8,058 11.7% 7,313 10.8%a 7,301 10.91% 55-64 8,857 11.3% 9,530 13.91/a 8,168 12.1% 7,525 11.21/o 65-74 5,245 6.7% 6,929 10.10% 6,890 10.2% 7,333 11.00/0 75-84 3,789 4.9% 3,351 4.9% 3,953 5.8% 4,738 7.1% 85+ 1,686 2.2% 1,574 2.3% 1,857 2.7% 2,105 3.11/n LPA 2024.04.139 PAGE 18 DEMOGRAPHICS CORPUS CHRISTI•TEXAS VACANT LAND esri- Demographic and Inc. _ Profile Prepared by Esri Ring: 3 mile radius Latitude: 27.78513 Longitude: -97.41330 Trends 2023-2028 2.s z 2 L W � 1.5 a-' 1 �° 0.5 Area State 0- f USA Population Households Families Owner HHs Median HH Income Population by Age 12 10 c 8 v L a 6 4 2023 2 2028 0 0-4 5-9 10-14 15-19 20-24 25-34 35-44 45-54 55-64 65-74 75-84 85+ 2023 Household Income $1SK-$24K 13.6% $25K-$34K 14.3% [$15K 17.4% $200K+ $35K-549K 3.2% 14.5% $150K-$199K 2.6% $100K-$149K 8.5% $50K-$74K $75K-$99K 15.61% 10.4% LPA 2024.04.139 PAGE 19 ECONOMIC UPDATE CORPUS CHRISTI•TEXAS VACANT LAND ECONOMIC UPDATE LPA is committed to monitoring the current economic environment. The following section analyzes several current economic factors such as the lingering effects of COVID-19, inflation, gas prices, supply chain issues, unemployment, etc. and the effects on commercial real estate. COVID-19 As COVID-19 began in 2020, unemployment reached a high of 14.7%. GDP declined 34% in Q2 2020, The CARES Act, enacted shortly after the beginning of COVID, was a shot in the arm of the U.S. economy. Throughout 2020 and as we entered 2021, the economy began to ease slightly. In 2021 the U.S. began offering four vaccines: Johnson & Johnson, Pfizer, Moderna, and Novavax. Although riddled with supply chain problems and closing businesses, the unemployment rate continuously decreased to 3.5%where it stands as of August 2022. GDP has increased since Q2 2020. The U.S. government has enacted various monetary and fiscal policies to assist the economy, such as $377 billion in emergency grants and loans for small businesses and decreasing the federal fund rate. Although the economy is recovering from COVID-19, these are still unpredictable times. Outlined below is a timeline of important events in the history of the pandemic. Jan 2020 The first instance of the coronavirus is seen in the U.S. Mar 2020 The World Health Organization declares COVID-19 a worldwide pandemic. Mar 2020 President Trump signs a $2 Trillion economic stimulus bill. Feb 2021 Pfizer, Moderna, and Johnson &Johnson vaccine all approved for emergency use. Mar 2021 Congress passes the American Rescue Plan, the largest stimulus bill to date. Mar 2022 The Federal Reserve raised interest rates for the first time since 2018 in order to combat rapid inflation. Jun 2022 U.S removes Covid testing requirement for travel into the United States. May 2023 COVID-19 Public Health Emergency officially ended May 1 1'" in the U.S. Nov 2023 The newest variant, HV.I, arrives in the U.S. as it's currently responsible for 25%of new cases. Apr 2024 FDA approves emergency use for CorDx's at home test that tells whether you have the flu or COVID-19 PA 2024.04.139 PAGE 20 ECONOMIC UPDATE CORPUS CHRISTI•TEXAS VACANT LAND UNEMPLOYMENT The COVID-19 pandemic accelerated already emerging trends in slow labor force growth and higher demand for skilled labor. The number of jobless claims skyrocketed in March 2020, when the pandemic officially began, with official unemployment numbers reaching 23.1 million or 14.7%. Unemployment has steadily declined over the following months, with the unemployment rate as of July 2023 recorded at 3.5%, which is back to pre-pandemic levels. In 2022, US employers added a total of 4.5 million new jobs,which is the second strongest year in the past 40 years after 2021. The majority of the new jobs were led by the leisure and hospitality industry as well as professional and business services. Despite the low unemployment rate and job creations, industries are still having problems being understaffed as people used COVID-19 to change jobs and careers, leaving holes in the industries they've left behind.Career changes and the need to work remotely have led to a worker shortage, especially in the food service and hospitality industries. The chart below shows the monthly unemployment rate since April 2021. UNEMPLOYMENT RATE 16.00% 14.00% 12.00% 10.00% 8.00% 6.00% 4.00% 2.00% 0.00% N N N N N N N N N N N N N N N N N N N c U � c 0) - U � c 0) - U LL - Q o m U- Q o m U- Q o m U- Q Q O o Q O o Q O o Federal Reserve Bank of St. Louis PA 2024.04.139 PAGE 21 ECONOMIC UPDATE CORPUS CHRISTI•TEXAS VACANT LAND INFLATION Inflation has hit the United States hard since the beginning of 2021. Inflation is the rate of increase in prices over a given period of time. The most common form of measurement is the Consumer Price Index (CPI). This measures the percentage change in price over a "basket" of goods and services in households. According to the U.S Bureau of Labor Statistics, the annual inflation rate in the U.S. has slowed more than expected to 3.2% in July 2023 from an over 40-year high of 9.1% in June 2022. The below chart using data from the U.S. Bureau of Statistics shows the inflation rate over the last 40 years and the increase of inflation in the U.S. since April 2020, and the start of the COVID-19 pandemic. INFLATION SINCE 1982 14.00% 12.00% 10.00% 8.00% 6.00% 4.00% 2.00% 0.00% -2.00% -4.00% N V 10 Co O N V 10 Co O N V 10 Co O N V O C0 O N V Co Co Co Co 01 01 C` O O O O O N N N Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q U.S. Bureau of Statis PA 2024.04.139 PAGE 22 ECONOMIC UPDATE CORPUS CHRISTI•TEXAS VACANT LAND GAS PRICES Since the beginning of 2022, the national average has remained above the 3 years prior and indicates a downward trend. Prices dropped 32 cents in July, and 79 cents in August. After a historic 98-day streak of falling gas prices, the average rose a penny near the end of September. The longest streak was 1 15 days in 2014-2015. There are several complicated, important factors involved in the increase and decrease in gas prices over the last several months.The following chart shows the national average gas price per gallon of the prior 4 years. GAS PRICES SINCE 2019 $6.00 $5.00 $3.60 $4.00 $3.00 $2.00 $1.00 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 2019 2020 2021 2022 }2023 2024 U.S. Energy Information Administration The sharp increase can be contributed to the Russia/Ukraine war as Russia is the 2nd largest exporter of oil in the world. Since beginning in February 2022, the Russia/Ukraine conflict has caused Russia to become heavily sanctioned, playing an important factor in the increase of gas prices. Although the U.S. is the world's leading gasoline producer, production has decreased since late 2019. Additionally, refineries closing at the beginning of COVID-19 have led to a decrease in operating oil refineries leading to higher demand than supply. Refineries increase their rates when demand is higher than supply due to the need of the product and the increased willingness of people to pay for that product. Some reasons for the sharp decrease in gas prices involve panic over inflation driving down prices, people driving less due to the high gas prices, and the Biden administration's release of emergency oil from the national stockpile. PA 2024.04.139 PAGE 23 ECONOMIC UPDATE CORPUS CHRISTI•TEXAS VACANT LAND INTEREST RATES Prime Rate is individually determined by banks and often used as a reference rate (also known as the base rate) for several types of loans. Examples of the types of loans using this rate include credit card loans and small business loans. The prime rate is used by banks to lend to consumers and are fixed and typically do not change over extended periods of time. Secured Overnight Financing Rate is a benchmark interest rate that institutions utilize for business and consumer loans. The Secured Overnight Financing Rate (SOFR) is the dominant benchmark rate after the US LIBOR panels ended on June 30, 2023. Unlike its predecessor, SOFR incorporates actual lending transaction data amongst institutions making it a more reliable source. Federal Funds Rate is set by the Federal Open Market Committee (FOMC). This rate is the target at which excess reserves are lent and borrowed amongst commercial banks overnight. This rate influences short-term rates on credit cards and consumer loans as well as piquing investors' interest by impacting the stock market. INTEREST RATES 10.00% 8.00% 6.00% 4.00% 2.00% 0.00% O O O N N N N N N N N N N N N N N N N N N N N N Q U Q U Q U Q U Q O O Q ° Q ° Q O ° Q O ° Q -SOFR -Fed Fund -PRIME FedPrimeRate To combat higher than average inflation, rates began increasing in early 2022. Interest rates and capitalization rates generally move in tandem. Increased cost of capital commonly results in upward pressure on capitalization rates which can, but does not always, cause softening in the market. LPA is committed to monitoring and analyzing the impact of increasing interest rates. PA 2024.04.139 PAGE 24 ECONOMIC UPDATE CORPUS CHRISTI•TEXAS VACANT LAND BANKING Silicon Valley Bank became the 2nd largest bank collapse in U.S. history at the time (until First Republic Bank's collapse a month later) on March 1 Ot", 2023. After the largest bank run in U.S. history, SVB was seized by the Federal Deposit Insurance Corporation (FDIC), and then sold to First Citizens Bancshares. Signature Bank became the 3rd largest bank collapse in U.S. history at the time, following SVB's collapse days prior. Unable to bounce back from the combination of the crypto exchange FTX's collapse and SVB's collapse, Signature experiences a bank run and ultimately collapses. First Republic Bank is currently the 2nd largest bank failure in U.S. history, despite the banking industry's best efforts to save it. The almost $100 Billion dollars pumped into First Republic wasn't enough to prevent them from selling assets, ultimately being seized and sold. Mar 8 2023 Silicon Valley Bank creates panic after announcing it sold$21 billion in securities at a loss Mar 9 2023 Silicon Valley Bank clients withdraw$42 billion, creating the largest bank run in U.S. history Mar 10 2023 As Silicon Valley Bank officially collapses, Signature Bank experiences a multi-billion dollar bank run Mar 11 2023 The 1 1 largest U.S. banks give First Republic Bank$30 billion while JPMorgan Chase gives$70 billion Mar 12 2023 Signature Bank is seized by the FDIC and assets sent to Signature Bridge Bank during the bidding process Mar 19 2023 Signature Bridge Bank is bought by New York Community Bank and put under the Flagstar Bank subsidiary Apr 28 2023 FDIC seizes control of First Republic Bank after it begins selling assets at a loss, causing stock to drop May 1 2023 First Republic bank is officially closed and sold to JPMorgan Chase Aug 2 2023 Heartland Tri-State Bank officially becomes Dream State Bank after closing Friday, July 28t" Jan 31 2024 New York Community Bancorp (NYCB) is now experiencing trouble as stocks fell 46%and lost$252 million Apr 12 2024 Less than half of U.S. banks have pledged collateral to the Federal Reserve's emergency lending facility. PA 2024.04.139 PAGE 25 ECONOMIC UPDATE CORPUS CHRISTI•TEXAS VACANT LAND SUPPLY CHAIN As businesses re-opened due to the slowing of COVID-19, e-commerce accelerated the demand for products, which quickly outpaced the capacity of manufacturing plants. Businesses have begun to focus on near-sourcing materials closer to their manufacturing plants and ultimately closer to the end users. The need to decrease the demand and delays at ports and other entry points was a major reason for companies to focus more on manufacturing from home and less on importing goods and materials. The supply chain issues began in 2020 after computer processor chip manufacturers began slowing and shutting down operations due to the COVID pandemic, resulting in manufacturers not being able to keep up with the increased demand of computer electronics due to a large number of companies moving towards work from home policies. CONCLUSION The current economic environment is ever changing. As mentioned previously, LPA is working diligently to capture and analyze current market data to reliably quantify impacts on real property values, national and regional. As the situation evolves, LPA is committed to monitoring current events and how they impact the commercial real estate market. PA 2024.04.139 PAGE 26 SITE DESCRIPTION CORPUS CHRISTI•TEXAS VACANT LAND SITE DESCRIPTION PHYSICAL Location The subject property is located along the east side of 19th Street, just north of Mary Street. The address associated with the subject property is 536 19th Street, Corpus Christi, Nueces County, Texas. Legal Description Lot 2, Jasmin Addition, City of Corpus Christi, Nueces County, Texas Size / Configuration / Flood Zone Per the Nueces County Appraisal District, the subject site is a 0.0733-acre (3,192 SF) tract of vacant land. The site is generally rectangular in shape with generally level topography. The property is not located in a designated flood plain. Frontage / Accessibility The subject's site displays adequate frontage to support improvements. The subject site is considered to possess ample access to the subject's traffic carrier which is a secondary traffic carrier for the area and is in average overall condition. Utilities Public water and sewer service are provided by the subject's municipality. According to city officials, these utilities are sufficient for the development in the area. In addition, the city provides fire and police protection along with garbage pick-up. Electrical and natural gas are provided by the region's typical providers. At the present time, all utilities appear to be sufficient for area development patterns. PA 2024.04.139 PAGE 27 SITE DESCRIPTION CORPUS CHRISTI•TEXAS VACANT LAND LEGAL Zoning / Restrictions The subject site is zoned as "RS-6" -Single-Family 6 District by the City of Corpus Christi. The Single-Family 15, 10 and 6 zoning districts provide for orderly suburban residential development and redevelopment. A limited number of public and civic uses are allowed, subject to the restrictions necessary to preserve and protect the single-family character of the neighborhood. It is noted that the subject does not meet the minimum lot area, minimum lot width, minimum yards, and street frontage required by the development standards; however, per conversation with Mark Orozzo with the Corpus Christi Planning and Zoning Department, the subiect lot is a non-conforming lot, but could be sold and developed as the lot was platted before the establishment of the current zoning standards. Table 4.3.3 Residential Development(single-family districts)DISTRICTS FR RE RS-22 R5-15 RS-10 RS-6 RS-4.5 Min Lot Area 5 ac. 1 ac. 22,000 15,000 10,000 6,000 4,500 ...................................... Min.Lot Width(Ft.) 150 100 75 50 50 50 45 Min.Yards(ft.) 25 25 20 Street 50 25 25 25 Street(corner) 25 25 See 4.2.10 Side(single) 25 15' 10 5 5 5 5 Side(total) 50 30, 20 10 10 10 10 Rear 25 15 10 5 5 5 5 Min.Open Space 30% 30% 30% 30% 30% Max.Height(ft.) 45 35 35 35 35 35 35 Easements / Encroachments The subject site is encumbered by typical utility easements. Due to the general location of these easements, they are not considered detrimental toward development and/or the site's overall marketability. No other detrimental easements and/or encroachments were noted upon physical inspection of the subject tract. It should be noted, however, that if a current survey map, or a registered surveyor determines that adverse easements exist, these factors might impact the market value and/or the marketability of the subject property. Therefore, it is assumed that no easements and/or encroachments exist, which would adversely affect the marketability or desirability of the site. CONCLUSION Given the physical characteristics, the subject site is capable of being developed with a residential use. PA 2024.04.139 PAGE 28 .�. . L _ - _- 1liole%ta Ctirwr •. Y ,y r I � _ Larrr�.c St a.. Hprn .. :,. , F A4nes SP' Agrics St kit Aqs ef.St II dd ] .. 1 relmY+Leiile';'.t II r A � M,rg,,ellte St - ,- i PA argue?it a Marguerrte.s't 71 MarySt d - Mrry Stoposq �. 17. R Pr- eIgh School ,Ir h omb St, . Moms St I Ivlaldonad'•o - Heatinq F Air Cc'cman Ave C Ieman --m Cs Inman Ave Coleman A'+e MIA& - N - + Ruth Si - _ W t •. l w # n 8 0 � k* r h . $ - SFO lid � ueces County �`" . f- mrnunity Action.. 4lakin w - Bj Idwin'Couris H Bald r�`iiir'TE0 r9s -A-L ` �'�� " The Sall Ian P.— Tne Salvation Arm ..._ P . pp u oty,�enfer _n w�ies� ftdl"" N.# . r *1 • ;n Wi gglnHomes- L ., • 248908 248927 1 228358 228354 248907 248928 248906 i 248929 248905 { 248930 A 248904 ' R 248931 248903 248932 i 248902 248933 �•' f' 248901 r` At pop i I SITE DESCRIPTION CORPUS CHRISTI•TEXAS VACANT LAND t�� I MARGUERITE ST -CN-1 ZONING I51a 2018 1_219 2215 2213 2209 2205 —2203 — ` - 512 — 514 rf� - � 51G — — — 429 rr 518 — 503. 52a 502 05 . .' 2025 20 14 2212 2210 2208L220'6521 522 S07 508 11 R � .526 l 511 H '528. 513 �— S BJECT -15� 2034 2a2s I �21 MARY ST � J 519 �} y 538 ! AAARY Z MARY 2031 —2029 2025 2 CI 2105 t 2032 202E I 2121 ST I 1 RM-3 CI Zoning:RS-6 2217 2211 _ ORDINANCE 032603 ORDINANCE1 11/15/2021 6:QD PM OVERLAY SPi21-07 `^ TAG RS-6 CASE—NUM 0921-02 LPA 2024.04.139 PAGE 31 n Howard 5tLJ s A?� y ■ Fit .. SA taiedo S, f7Te !a'a. :F CiJ ^ wrt r`: w,►Y A+�®r-s , ��% ak CC ' r "i, , ■ Mary .t st 'Y thaw`-t Mary .'2L tit-,�. (. f 1 orr i,, lf _ l.lf I r "•^-,_ l hM1cf '"54 v * :: rn:a j t,s' � Frr,,ir a•,N .. l+aril man`A+e !n 1 ' r J1h St' ;f KinsoMng Ct-�- 7�c° •_ �'°�v, �' a en _.•_ f Hanccrc4 Ave m A ,a. .' j ! Wiggins-Homes!O 4 r 43ufor`d!st � ter' ... - ,�,utsud tit a; ,R CHRISTi4S 5P-0 n ' ' ' ' • r Hpspital Corpus CFirisl sts... Hospital Slvd MwrganFAve- Morgan ✓�4 r�, s'i} '; 'J�' ! .-.'S 7sMW ! r r PROPERTY HISTORY CORPUS CHRISTI•TEXAS VACANT LAND PROPERTY HISTORY Ownership of the subject property is currently vested in the City of Corpus Christi, as evidenced by the county deed records.The subject was involved in a non-arm's length transaction on April 13,2023, in which the current owner was gifted the property from ERF Real Estate Inc. Given the non-arm's length nature of the transaction, the transaction is not analyzed herein. No other known real property transactions related to the subject property were reported in the three-year period prior to the date of this report. The subject is neither listed for sale, nor is it under contract of sale. The subject property is currently vacant land and is not leased. No other history was provided. The following is the county tax card for the subject: A Property Details A Property Values Property ID: 248902 Geographic ID:3775-0000-0020 Improvement Homesite Value: $0(+) Type: Real Zoning:IRS Improvement Non-Homesite Value: $0(+) Property Use: Land Homesite Value: $0(+) Land Non-Homesite Value: $15,960(+) Situs Address: 536 19th ST CORPUS CHRISTI,TX 78405 Agricultural Market Valuation: $0(+) Map ID: U-38 Mapsco: Legal Description: JASMIN LT 2 Value Method: C Abstract/Subdivision: S3775-JASMIN Market Value: $15,960(_) Neighborhood: EN251 Agricultural Value Los $0(-) Owner ID: 120357 Appraised Value: $15,960(=) Name: CITY OF CORPUS CHRISTI Homestead Cap Loss:O $0(-) Agent: Mailing Address: 1201 Leopard St Assessed Value: $15,960 Corpus Christi,TX 78401-2162 Ag Use Value: $0 %Ownership: 100.0% Exemptions: EX-XV-Other Exemptions(including public property,religious organizations,charitable organizations,and other property not reported elsewhere) For privacy reasons not all exemptions are shown online. PA 2024.04.139 PAGE 33 REAL ESTATE TAXES CORPUS CHRISTI•TEXAS VACANT LAND REAL ESTATE TAXES The subject property is located in Corpus Christi, Nueces County, Texas and is taxed based on values established by the county tax assessors.The tax rates are applied to the assessed value of the subject property, and the taxes for the subject property are then estimated.The taxes are estimated per$100 of assessed value. This property is subject to taxes for the City of Corpus Christi, Nueces County, and Corpus Christi Independent School District. The subject currently displays an assessment of $15,960 ($5.00/SF), which is considered reasonable for the property; however, the property displays an exemption of$10,101, resulting in a taxable value of$5,859,which is considered favorable for the subject given the following opinion of value, yet reasonable for use herein. Current taxes are calculated as follows: PROPERTY TAX CALCULATION Acct #:248902 Authority Assessed Value Rate /$100 Tax Liability City $5,859 $0.5997740 $35 County $5,859 $0.5624970 $33 School $5,859 $0.9690000 $57 $2.1312710 $125 LPA 2024.04.139 PAGE 34 HIGHEST&BEST USE CORPUS CHRISTI•TEXAS VACANT LAND HIGHEST & BEST USE The Appraisal Institute defines highest and best use as follows: "The reasonably probable and legal use of vacant land or an improved property, which is physically possible, appropriately supported, financially feasible, and that results in the highest value." The four criteria the highest and best use must meet are: PHYSICALLY POSSIBLE M LEGALLY PERMISSIBLE - What uses of the site in question are What uses are permitted by zoning and physically possible? deed restrictions? FINANCIALLY FEASIBLE'. MAXIMALLY PRODUCTIVE Among the financially feasible uses that Which possible and permissible uses will are physically possible and legally produce a net return to the owner of the permissible, which use will produce the site? highest net return or the highest present worth? There are two types of highest and best use studies. The first is the highest and best use of the land or site as though vacant. The second is the highest and best use of the property as improved. The highest and best use of land or a site as though vacant assumes that the parcel is vacant or can be made vacant by demolishing any improvements. The question to be answered in this analysis is: If the land is, or were vacant, what use should be made of it? The highest and best use of a property as improved pertains to the use that should be made of an improved property in light of its improvements. Should it be maintained as it is, or be renovated, expanded, demolished, or partly demolished? Should it be replaced with a different type or intensity of use, or should it be held as an interim use? The improvements should be retained as long as they have some value and the return from the property exceeds the return that would be realized by a new use, after deducting the costs of demolishing the old building and constructing a new one. PA 2024.04.139 PAGE 35 HIGHEST&BEST USE CORPUS CHRISTI•TEXAS VACANT LAND HIGHEST & BEST USE - AS VACANT Physically Possible The subject site is a 0.0733-acre (3,192 SF) tract of vacant land. The site is rectangular in shape. The address associated with the subject property is 536 19t" Street, Corpus Christi, Nueces County, Texas. Accessibility to the site is curb cuts along the traffic carrier. Overall,access is considered average.The property has all necessary utilities in place and is generally level in regards to topography. The site is primarily surrounded by residential uses and vacant land off of secondary streets and secondary commercial uses along primary thoroughfares.Access to the subject's neighborhood is considered good due to its location near area primary traffic carriers. The principle of conformity is an important consideration in determining the physically possible uses of a site. Conformity is the appraisal principle that holds that real property value is created and sustained when the characteristics of a property conform to the demands of its market. The styles and uses of the properties in an area may conform for several reasons, including economic pressures; the shared preferences of owners for certain types of structures, amenities, services; and the enforcement of uniform standards by zoning ordinances. Based on the subject's physical characteristics and the principle of conformity, the subject site would most likely be developed with a residential use. Legally Permissible The site is zoned "RS-6" - Single-Family 6 District by the City of Corpus Christi. According to city officials, this zoning has many residential or service uses.This zoning provides for a uniform set of standards for development, including parking and building setbacks. Other than zoning, no private deed restrictions were uncovered during a normal investigation, which would further limit the potential uses of the subject site. Nonetheless, a title policy is strongly suggested in order to guarantee the absence of adverse restrictions. No other legal restrictions or covenants were found to be imposed on the subject property at the time of the appraisal,which would further restrict its development. The research supports the physical indication that the site's most probable use, as if vacant, would be for some form of residential use. Financially Feasible & Maximally Productive The prior consideration of physically possible uses and legally permissible does not significantly narrow the use of the subject property. Based on market data presented in this report, it appears that residential development is likely feasible. After considering legal, physical and financial alternatives, it is our opinion that the highest and best use of the subject site, as if vacant, is for some sort of residential development. PA 2024.04.139 PAGE 36 LAND VALUATION CORPUS CHRISTI•TEXAS VACANT LAND LAND VALUATION The principles of real estate appraisal are basic to the sales comparison approach; however, one of the most important is the principle of substitution. "As applied to the sales comparison approach, the principle of substitution holds that the value of a property tends to be set by the price that would be paid to acquire a substitute property of similar utility and desirability." The sales comparison approach is a method of estimating market value whereby a subject property is compared with comparable properties that have sold recently. One premise of the sales comparison approach is that the market will determine a price for the property being appraised in the same manner that it determines the prices of comparable, competitive properties. Essentially, the sales comparison approach is a systematic procedure for carrying out comparative shopping. As applied to real estate, the comparison is applied to the unique characteristics of the economic good that cause real estate prices to vary. PA 2024.04.139 PAGE 37 LAND VALUATION CORPUS CHRISTI•TEXAS VACANT LAND III linwara 51 _l� .o K—Dd 6r xda 5t * Y Howard Sr ,..rAwelM1 51 COMP MAP k Mayhy Clr � .. Sou[hl ahtA br Eva. 'kem tn� A 5 wa.rem crr - 4ar St l.arr'i At, �Jry �"o _ yx<do SS tv A9de5 54 o Agues St �, �~ r tAar4uerhe 5 - m� SUBJECT NMarvse onarr5° a o" St Jos epn5 3 tau 5r H x Morns sr Catnnue Church 7 ~ a _ { z cale.aa++AwB a 7avala Flrnaentary COMP 7 _ _ ee` School Ar. 41 R T Q� 11 anc rxk A•r 'ap'e - 'S['datlo _6 a c nippy+a s+ 2 a mara s 4���ye auforr';+ a Navala 5+ - CW9 S+ 5-to El ens Sl m a Yn Fi spital'eled Th+ gam rr Elena Sl n ` N Calgn S+ � n Morgan Ave 5 Bif x " Segre e ayS y� t p10 ayt =COMP - wrsr pm C R HiFlo® v 2 4 BM er c; � 10 gp at9� ve J0 - o y D ' Qidaraw p`5 n 0 y a COMP 5 ss a Braniff sr A:+¢'e S[ �ry $ S+inaan St. y S � a �g'L wrlahrst a C urtl f c.St � t1F' a S ha Corpus Christ, cab rt State Li"in rj Deltt¢`r Falrchlld 5t HB sey3} Ci y y$dJF]$ ~hv 6r'sr l5 COMP S Rosa Sh a'N flememary a„ F: ,p 4ry sr � 4E, N Wr�e� ma.'Sr Hawk ear°,rp a ❑ bra Sr ��. � 5'0� 4�0 ,�� �. 4 J H E B park S.ali:nas.Park �syr� sego B�v'ars, uw r� Del filar College -r Heritage Campus 41 i?. Marlin Mi3dle Srhool .� rsr r fyy mcq Ile Y Flome Rd PafR partm Park RPartmenls ; m a°y Catholic the King � ¢= Calholir Church� s L.M.5t .J Belt F.McDonald Pubic Library 81 `•` m4'A-51 >° y�M Social Security eqo, y te,. Adi-nm 5;ration dart LadpofPilnr S q�r +rave hnr s, , pal colic Church �V tic s,':nrn sr N Sr PA 2024.04.139 PAGE 38 LAND VALUATION CORPUS CHRISTI•TEXAS VACANT LAND COMPARABLE 1 bq � 1�7.i - I M Address 2842 Morris Street, Date of Sale Listing Corpus Christi, Texas Sales Price $29,000 Price Per Acre $202,118 PHYSICALPrice Per SF $4.64 Size (acres) 0.143 Size (SF) 6,250 Grantor: Ismael Jr& Crystal Marie Davila Zoning RS-6 Grantee: Listing Shape Generally Rectangular Recording Listing Topography Generally Level Confirmation Broker Utilities AIIAvailable The property is located along the north side of Morris Street,just to the west of Harmon Street. The property is not located within a designated flood zone. Source: Cori Diaz (361) 765-3312 LPA 2024.04.139 PAGE 39 LAND VALUATION CORPUS CHRISTI•TEXAS VACANT LAND COMPARABLE 2 1 ti 4 - � k r�1i C OJT, Gn Address 715 18th Street, Date of Sale April 11, 2024 Corpus Christi, Texas Sales Price $30,000 Price Per Acre $209,088 PHYSICALPrice Per SF $4.80 Size(acres) 0.143 Most Reverend William Michael Size(SF) 6,250 Grantor: Mulvey, as Bishop of the Catholic Diocese of Corpus Christi Zoning RM-3 Grantee: Thanksgiving Homes Shape Generally Rectangular Recording 2024012440 Topography Generally Level Confirmation Broker Utilities AIIAvailable The property is located along the west side of 18th Street,lust north of Coleman Avenue.The property is not located in a designated flood plain. Source: Rhonda Dowell (361) 549-1 148 PA 2024.04.139 PAGE 40 LAND VALUATION CORPUS CHRISTI•TEXAS VACANT LAND COMPARABLE 3 MME r' f l Address 2925 Rogers Street, Date of Sale February 22, 2024 Corpus Christi,Texas Sales Price $26,000 Price Per Acre $234,657 PHYSICAL DATA Price Per SF $5.39 Size(acres) 0.1 1 1 Size(SF) 4,826 Grantor: Shopklava, LLC Zoning RS-6 Grantee: Rogelio Hernandez&Monica Hernandez Rubio Shape Generally Rectangular Recording 2023033815 Topography Generally Level Confirmation Broker Utilities All Available The property is located at the southeast corner of Washington Street and Rogers Street.The property is not located in a designated flood plain. Source: Victor Saldana (361) 442-3470 PA 2024.04.139 PAGE 41 LAND VALUATION CORPUS CHRISTI•TEXAS VACANT LAND COMPARABLE 4 r g Address 1204 Sabinas Street, Date of Sale September 6, 2023 Corpus Christi, Texas Sales Price $1 1,000 Price Per Acre $202,263 PHYSICAL DATA Price Per SF $4.64 Size (acres) 0.054 Size (SF) 2,369 Grantor: Sri Reddy Zoning RS-6 Grantee: Jennifer Trevino Shape Generally Rectangular Recording 2023033815 Topography Generally Level Confirmation Broker Utilities AIIAvailable • The property is located along the east side of Sabinas Street,just south of Buford Street.The property is not located in a designated flood plain. Source: Jeremy Spear (361) 563-7047 PA 2024.04.139 PAGE 42 LAND VALUATION CORPUS CHRISTI•TEXAS VACANT LAND COMPARABLE 5 I lee 1 '10 , lump Address/ 1321 V erbena Street, Date of Sale January 24, 2023 Location Corpus Christi,Texas Sales Price $25,000 Price Per Acre $231,801 PHYSICAL DATA Price Per SF $5.32 Size(acres) 0.11 Size(SF) 4,698 Grantor: Consuelo Rivera Zoning RS-6 Grantee: Mayra Montemayor Shape Generally Rectangular Recording 2023002733 Topography Generally Level Confirmation Broker Utilities All Available • The property is located along the west side of Verbena Street,just south of Morgan Avenue.The property is not located in a designated flood plain. Source: Nora Hinojosa (361)558-5916 PA 2024.04.139 PAGE 43 LAND VALUATION CORPUS CHRISTI•TEXAS VACANT LAND LAND SALES SUMMARY The market data utilized for the basis of this analysis is considered the best available and indicative of current market trends for undeveloped land in the subject market area. Components that affect the sale price of vacant land are numerous, but the most prominent are property rights conveyed, terms, conditions of sale, market conditions, size, location, physical features, zoning and public utility availability. The following criteria and subsequent adjustment grid have been implemented in order to reconcile the quality and quantity of the data available and analyzed within this approach to value. Property Rights The adjustment for property rights conveyed recognizes that differences in legal interest or estate between the subject and the comparable properties may occur. In this analysis, all the sales occurred in fee simple title and therefore, no adjustments were made. Financing Terms The adjustment for cash equivalency takes into account the fact that the transaction price of the comparable property may not be equal to its cash equivalent price. All the sales utilized in this analysis were cash to seller transactions or transactions involving market financing, and no adjustment for cash equivalency was necessary. Conditions of Sale Adjustments for conditions of sale are intended to recognize motivations of the buyer and the seller that are unique to ordinary market conditions. All of the comparable market data utilized herein were arm's length transactions. With respect to this factor, Comparable 1 is an active listing and warranted a downward adjustment to account for negotiations from the asking price. Market Conditions Each of the previous sales have been given consideration for the lapse of time between the date of sale and the effective date of this appraisal. Sales that occur at times with inferior market conditions warrant upward adjustments to account for value gains, while sales that occur at times of superior market conditions warrant downward adjustments to account for value losses; sales that that occur at times with relatively similar market conditions warrant no adjustment as overall values have remained relatively stable.With respect to this factor, no adjustments were warranted. Location Differences in value occur due to varying degrees of accessibility, exposure and surrounding development to a site. Access is often determined by corner locations, natural barriers, ease of entrance on and off of major thoroughfares, etc. Surrounding development also plays an important part of locational influences for a property. With respect to this factor, no adjustments were warranted. LPA 2024.04.139 PAGE 44 LAND VALUATION CORPUS CHRISTI•TEXAS VACANT LAND Size Size is a factor that must be considered when comparing vacant land sales. Typically, but not always, larger tracts sell for a lower unit value. Therefore, when making comparisons on a per unit basis, such as price per unit, the larger tracts tend to be adjusted upward and the smaller tracts tend to be adjusted downward to accurately reflect the differences. With respect to this factor, materially larger tracts of land were adjusted upward accordingly, and materially smaller tracts of land were adjusted downward accordingly. Physical Features The overall site characteristics of each sale have been compared to the subject site. These include traits such as drainage, site preparation expense, topography, and configuration. Configuration, if irregular, may limit development. With respect to this factor, no adjustments were warranted. Utilities The availability of public utilities such as water, electric power and sanitary sewer service have an impact on property values since the non-availability of such utilities could restrict the overall development and/or potential use of an individual site.Therefore,when analyzing vacant land, it is important to determine whether or not public utilities are available. If they are not available, the appraiser must examine to what extreme a potential developer would have to go in gaining access to such services. With respect to this factor, no adjustments were warranted. Zoning Adjustments for zoning typically recognize the different densities and restrictions of different zoning classifications, as well as use potential, and directly relates these differences between the comparable sales and the subject property. The zoning classifications and/or use potential for the sales utilized are deemed similar to that of the subject. It should be noted that the subject does not meet the minimum lot area, minimum lot width, minimum yards, and street frontage required by the development standards; however, per conversation with Mark Orozzo with the Corpus Christi Planning and Zoning Department, the subiect lot is a non-conforming lot, but could be sold and developed as the lot was platted before the establishment of the current zoning standards. Comparable 1 and 2 conform with the zoning standards; however, no premium is observed on the market. With respect to this factor, no adjustments were warranted. PA 2024.04.139 PAGE 45 LAND VALUATION CORPUS CHRISTI•TEXAS VACANT LAND CONCLUSION In the final analysis of the subject property, similar weight was given to all of the sales. The following is the adjustment table with the concluded opinion of value via the Sales Approach. L SUBJECT 1 2 3 4 5 Date Current Listing Apr-24 Feb-24 Sep-23 Jan-23 Sale Price $29,000 $30,000 $26,000 $11,000 $25,000 SIZE-SF 3,192 6,250 6,250 4,826 2,369 4,698 Unit Price($/SF) $4.64 $4.80 $5.39 $4.64 $5.32 TRANSACTION ADJUSTMENTS Similar Similar Similar Similar Similar Property Rights Fee Simple 0% 0% 0% 0% 0% $4.64 $4.80 $5.39 $4.64 $5.32 Cash Cash Cash Cash Cash Financing Terms Cash 0% 0% 0% 0% 0% $4.64 $4.80 $5.39 $4.64 $5.32 Listing Normal Normal Normal Normal Conditions of Sale Arm'sLength -5% 0% 0% 0% 0% $4.41 $4.80 $5.39 $4.64 $5.32 Listing Apr-24 Feb-24 Sep-23 Jan-23 Market Conditions Current 0% 0% 0% 0% 0% $4.41 $4.80 $5.39 $4.64 $5.32 PROPERTY ADJUSTMENTS Similar Similar Similar Similar Similar Location Average 0% 0% 0% 0% 0% 6,250 6,250 4,826 2,369 4,698 Size SF 3,192 10% 10% 5% -5% 5% Physical Features Average Similar Similar Similar Similar Similar 0% 0% 0% 0% 0% Utilities Available Similar Similar Similar Similar Similar 0% 0% 0% 0% 0% Zoning IRS-6 Similar Similar Similar Similar Similar 0% 0% 0% 0% 0% Total Adjustment 10% 10% 5% -5% 5% Adjusted$/SF $4.85 $5.28 $5.66 $4.41 $5.59 Adjusted Mean$/SF IL $5.16 A value generally in-line with the mean is considered well supported. Concluded $5.15 Unit Value Land Size(SF) 3,192 Value Indication $16,439 Concluded Value 06,000 LPA 2024.04.139 PAGE 46 MARKETING/EXPOSURE TIME CORPUS CHRISTI•TEXAS VACANT LAND MARKETING / EXPOSURE TIME Consideration has been given to a reasonable estimated exposure and marketing period estimate for the subject property. Exposure Time as it relates to the subject is utilized in establishing market value. The Comment to Standards Rule 1-2 (c) of USPAP states that when estimating market value, the appraiser should be specific as to the estimate of exposure time linked to the value estimate. Reasonable exposure time is one of a series of conditions in most market value definitions. Exposure time is always presumed to precede the effective date of the appraisal. Exposure time may be defined as follows: the estimated length of time the property interest being appraised would have been offered on the market prior to the hypothetical consummation of a sale at market value on the effective date of the appraisal. Marketing Time is a function of various factors including, prevailing market conditions, the price of the product being marketed, the competitive position of the property in the market, and the amount and quality of marketing effort allocated to the property. It is strongly emphasized that the appraisers have no control of the aforementioned factors, nor can the appraisers anticipate or predict any of them. Therefore, it assumed that the property will receive an adequate marketing effort. Therefore, an estimated marketing period of 12 months or less and an exposure time of 12 months or less is considered reasonable. PA 2024.04.139 PAGE 47 ASSUMPTIONS&LIMITING CONDITIONS CORPUS CHRISTI•TEXAS VACANT LAND ASSUMPTIONS & LIMITING CONDITIONS "Report"signifies the appraisal or consulting report and its conclusions,to which these Assumptions and Limiting Conditions are annexed. "Property"signifies the subject of the Report. "LPA"means Lowery Property Advisors, LLC,or its subsidiary that issued the Report. "Appraiser(s)"means the employee(s) of LPA who prepared and signed the Report. The Report has been made subject to the following assumptions and limiting conditions: • Unless otherwise specifically noted in the body of the report,it is assumed that the title to the property or properties appraised is clear and marketable and that there are no recorded or unrecorded matters or exceptions to title that would adversely affect marketability or value.LPA is not aware of any title defects nor has it been advised of any representations relative to the condition of the title. LPA has not reviewed any documents dealing with liens, encumbrances, easements, deed restrictions, clouds and other conditions that may affect the quality of the title. Insurance against financial loss resulting in claims that may arise out of defects in the subject's title should be sought from a reputable title company which specializes in real property. • Unless otherwise stated in this report,the existence of hazardous material,which may or may not be present on the property was not observed by the appraisers. LPA has no knowledge of the existence of such materials on or in the property. LPA, however,is not qualified to detect such substances. The presence of substances such as asbestos, urea formaldehyde foam insulation, contaminated groundwater or other potentially hazardous materials may affect the value of the property.The value estimate is predicated on the assumption that there is no such material on or in the property that would constitute a loss in value. No responsibility is assumed for any such conditions, or for any expertise or engineering knowledge required to discover them. The client is urged to retain an expert in this field,if desired. LPA has inspected as thoroughly as possible by observation. However,it was impossible to personally inspect conditions beneath the soil.Therefore,no representation is made as to these matters unless specially considered in the appraisal. • The property is appraised free and clear of any or all liens or encumbrances unless otherwise stated. • Responsible ownership and competent property management are assumed. • The information furnished by others is believed to be reliable. However,LPA gives no warranty for its accuracy. • LPA assumes that all engineering is correct.The plot plans and illustrative material in this report are included only to assist the reader in visualizing the property. • If provided, the estimated insurable value is included at the request of the client and has not been performed by a qualified insurance agent or risk management underwriter.The cost estimate should not be solely relied upon for insurable value purposes. The appraisers are not familiar with the definition of insurable value from the actual insurance provider, the local government underwriting regulations,or the types of insurance coverage available.LPA has followed traditional appraisal standards to develop a reasonable calculation based upon industry practices and industry accepted publications such as the Marshall Valuation Service handbook.Actual construction costs can vary greatly from this estimate.These factors can impact cost estimates and are beyond the scope of the intended use of this appraisal. The appraisers are not cost experts in cost estimating for insurance purposes. • LPA assumes that there are no hidden or unapparent conditions of the property, subsoil, or structures that render it more or less valuable.No responsibility is assumed for such conditions or for arranging for engineering studies that may be required to discover them. • It is assumed that there is full compliance with all applicable federal, state and local environmental regulations and laws unless noncompliance is stated,defined,and considered in the Appraisal Report. • All applicable zoning and use regulations and restrictions are assumed to have been complied with, unless a nonconformity has been stated,defined,and considered in the Appraisal Report. • Required licenses, certificates of occupancy, consents, or other legislative or administrative authority from any local, state, or national government or private entity or organization are assumed to have been or can be obtained or renewed for any use on which the value estimate contained in this report is based. LPA 2024.04.139 PAGE 48 ASSUMPTIONS&LIMITING CONDITIONS CORPUS CHRISTI•TEXAS VACANT LAND • The utilization of the land and improvements is assumed to be within the boundaries or property lines of the property described and that there is no encroachment or trespass unless noted in the report. • All information, comments and conclusions pertaining to subject and other properties described represent the opinion of the appraiser formed after a personal examination of each. • The appraiser has no interest,present or prospective,in the subject property. • Sketches in this report are included to assist the reader in visualizing the property. • LPA assumes that there are no hidden or unapparent conditions of the appraised property,which would render it more or less valuable. Furthermore, the appraisers assume that there are no potentially harmful asbestos or other materials and/or site contaminants in, on, or near soil,subsoil,or structure of the appraised property and that there has been no disposal, discharge, leakage, or spillage of pollutants or contaminant which would render it more or less valuable,whether or not these materials or contaminants are apparent or hidden and unapparent. • No responsibility is assumed by the appraisers for these conditions. In addition, no responsibility is assumed by LPA for the cost of engineering and/or laboratory studies which might be required to discover such materials or contaminants. And no such engineering or laboratory studies have been ordered for the appraised property. • Disclosure by the appraiser of the contents of this Appraisal Report is subject to review in accordance with the by-laws and regulations of The Appraisal Institute. • The distribution,if any,of the total valuation in this report between land and improvements applies only under the stated program of utilization.The separate allocations for land and buildings must not be used in conjunction with any other appraisal and are invalid if so used. • Possession of this report, or a copy thereof, does not carry with it the right of publication, unless prior arrangements have been made. • The appraiser,by reason of this appraisal,is not required to give further consultation,testimony,or be in attendance in court with reference to the property in question unless arrangements have been previously made. • Neither all nor any part of the contents of this report (especially any conclusions as to value,the identity of the appraiser,or the firm with which the appraiser is connected) shall be disseminated to the public through advertising,public relations, news,sales, or other media without prior written consent and approval of the appraiser. • This appraisal was made in accordance with the Code of Professional Ethics and Uniform Standards of Professional Appraisal Practice as promulgated by the Appraisal Foundation and the Appraisal Institute. • Acceptance of and/or use of this report constitutes acceptance of all assumptions and limiting conditions stipulated. • The Americans with Disabilities Act("ADA") became effective January 26, 1992. LPA has not made a specific compliance survey and analysis of this property to determine whether or not it is in conformity with the various detailed requirements of the ADA. It is possible that a compliance survey of the property,together with a detailed analysis of the requirements of the ADA,could reveal that the property is not in compliance with one or more of the requirements of the Act.If so,this fact could have a negative effect upon the value of the property. Since we have no direct evidence relating to this issue, we did not consider possible non-compliance with the requirements of ADA in estimating the value of the property. • Unless otherwise noted in the body of the report, it is assumed that there are no mineral deposits or subsurface rights of value involved in this appraisal,whether they are gas,liquid,or solid. Nor are the rights associated with extraction or exploration of such elements considered unless otherwise stated in this Appraisal Report. Unless otherwise stated,it is also assumed that there are no air or developments rights of value that may be transferred. • By use of this Appraisal Report,each party that uses this Appraisal Report agrees to be bound by all of the Assumptions and Limiting Conditions,Hypothetical Conditions and Extraordinary Assumptions stated herein. LPA 2024.04.139 PAGE 49 CERTIFICATION CORPUS CHRISTI•TEXAS VACANT LAND CERTIFICATION We certify to the best of our knowledge and belief: • The statements of fact contained in this report are true and correct. ■ The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions and is our personal,impartial and unbiased professional analyses,opinions,and conclusions. • We have no present or prospective interest in the property that is the subject of this report and have no personal interest in or bias with respect to the parties involved with this assignment. ■ Our engagement in this assignment was not contingent upon developing or reporting predetermined results. • We have no bias with respect to the property that is the subject of this report or to the parties involved with this assignment. • Our compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client,the amount of the value opinion,the attainment of a stipulated result or the occurrence of a subsequent event directly related to the intended use of this appraisal. ■ Our analyses,opinions,and conclusions were developed,and this report has been prepared in conformity with the Uniform Standards of Professional Appraisal practice, as well as the State of Texas. • Jeffrey K Walters made a personal inspection of the property that is the subject of this report. Mario Caro, MAI, AI-GRS, SR/WA, Brian Bormann,and Benjamin Saunders did not make a personal inspection of the property that is the subject of this report. ■ No one provided significant real property appraisal assistance to the person(s) signing this certification. ■ This appraisal assignment was not based upon a requested minimum valuation, a specific valuation, or the approval of a loan. • As of the date of this report, Mario Caro, MAI, AI-GRS, SR/WA, has completed the continuing education program for Designated Members of the Appraisal Institute. Moreover, the reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Code of Professional Ethics & Standards of Professional Appraisal Practice of the Appraisal Institute,which include the Uniform Standards of Professional Appraisal Practice. • As of the date of this report, Jeffrey K Walters has completed the Standards and Ethics Education Requirements for Candidates of the Appraisal Institute ■ The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. ■ We have not provided any services, as an appraiser, or in any other capacity, regarding the property that is the subject of this report within a three-year period immediately preceding acceptance of this assignment. MARIO CARO,MAI,AI-GRS, SR/WA BRIAN BORMANN Certificate No.TX1334889-G Certificate No.TX1381 102-G BENJAMIN SAUNDERS JEFFREY K. WALTERS Certificate No.TXI381348-G Certificate No.TX1380924-G LPA 2024.04.139 PAGE 50 ADDENDUM CORPUS CHRISTI•TEXAS VACANT LAND ADDENDUM LPA 2024.04.139 PAGE 51 MARIO CARO, MAI, AI-GRS, SR/WA SAN ANTONIO OFFICE EXPERIENCE Mario Caro has served as Senior Managing Director of LPA Son Antonio since 2016. LPA 100 NE Loop 410#1350 is a commercial appraisal and consulting firm completing a wide range of projects San Antonio,Texas 78216 throughout the southwest. Property types include, but are not limited to office, retail, industrial, multi-family, mixed-use, self-storage, hotel/motel, car washes, vacant land, daycare,subdivisions, and special use. direct 210.528.1491 mario@lowerypa.com Mario began his appraisal career in 2001 with a regional appraisal company in Houston and specialized in right-of-way and eminent domain appraisal on public and private projects nationwide. In 2005, he returned to his hometown in San Antonio and joined a boutique appraisal firm providing right-of-way and commercial valuation.After 10 years, he transitioned to a global real estate firm where he developed their Texas right-of-way /litigation support practice and appraised commercial properties for lending purposes. Mario has over 20 years of experience appraising for litigation and legal support matters in both federal and state courts.Numerous clients, including public agencies, attorneys, title companies,and lenders nationwide have relied on his expertise in an appraiser and review appraiser capacity. Maria has provided expert witness testimony and support on a variety of property types for public transportation,utility and recreational corridors,and drainage facilities. PROFESSIONAL ASSOCIATIONS • Appraisal Institute International Right-of-Way Association -Designated Member(MAI,AI-GRS) -Designated Member(SR/WA, R/W-AC) •3rd Director, Region VIII -President 2022-2023,South Texas President 2022,South Texas Chapter -Vice President 2021-2022,South Texas •First and Second Vice President 2021 -Treasurer 2020-2021,South Texas 8t 2020, South Texas Chapter -Secretary 2019-2020,South Texas -Treasurer 2019, South Texas -Activities Chair 2012-2013, South Texas -Secretary 2018,South Texas •National Nominating Committee Alternate 2023, Region Vill •Regional Rep 2020-2021,South Texas •Education Chair 2020,South Texas -Alternate Regional Rep 2014-2019, South Texas Chapter -Candidate Guidance Chair 2014-2019,South Texas Chapter '/ �Jv Certified General LICENSES EDUCATION TALCS Real Estate Appraiser Texas General Appraiser BS—Texas A&M University—Agribusiness 1334889-G Appraiser: MARIO ANTONIO CARP Coursework for MAI designation License a! Tx 1334989 G License Expires;OS/31/202S New Mexico General Appr. REA-2023-0077 Coursework for SR/WA designation Having provided satisfactory evidence W the pualifitations required by the Texas Appraiser Licensing and Certifitatian Act,Ocwpations Coursework for AI-GRS designation Code,Chapter11Q3,authorlaatlon isaranted to usethlstltk: Cerdfled General Real Estate Appralser =- Coursework for Rf W-AC designation For addition a l lrlorrnatlon or to file a complaint please contact TALCS at www.talcb.texas.gov, 5L • i lowerypaxom BRIAN BORMANN SAN ANTONIO APPRAISAL 1 DEAL ESTATE EXPERIENCE 100 NE Loop 410 February 2022 to Present; Director at,LPA-Son Antonio Suite 1350 San Antonia,Texas 78216 June 2021 to January 2022,Senior Associate at LPA-Son Antonio June 2019 to May 2021; Associate at LPA-Son Antonio cell 210.528.1555 ofc 210.390.0492 x 403 May 2018-May 2019:Summer Associate at LPA-San Antonio brian@lcwerypo.com Types of properties appraised include. office, retail, industrial, multi-family, mixed-use developments, self-storage, auto service, hotel, car wash, restaurants, vacant land, special use, and other types of commercial properties. EDUCATION BBA Finance-Texas A&M University MS Real Estate-Texas A&M University Successfully completed the following courses administered by McKissock Appraisal Education ■ Basic Appraisal Principles • Basic Appraisal Procedures ■ Texas Supervisor-Trainee Course • 15 hour National USPAP Course ■ General Report writing and Case Studies • General Sales Comparison Approach ■ General Appraiser Site Valuation and Cost Approach Successfully completed the following applicable courses at Texas A&M University: ■ Real Estate Decision Making • Real Estate Investment Analysis ■ Real Property Analysis • Real Property Valuation ■ Commercial Real Estate Law ■ Market Analysis for Real Estate Development ■ Real Estate Analytics ■ Land Economics • Land Development Practice ■ Design and Development Economy ■ Real Property Finance ■ Analysis of Real Estate Decisions ■ Real Estate Development Analysis LICENSE Certified General Texas General Appraiser T•ALCBh Real Estate Appraiser TX-1 381102-G ..�. Appraiser; Man Ray Bormann License g; TX L331102 G License Expires:06/30/2025 H..%pe wdsaPkfa[tory erwerste W Me qua dA v—regd d nT rM Tsai Appraripr Lte sa cMdw fim adr,ar pagn Loos,ehaprer 3463,ntAnruaero ngearHe4 muse anrs ntk. C'". rtrafR hkale Appraiu _ for add,tional,rit hnn wto file a eo"wt pkm ooataet Ta A—takb.We _R_ • A f BENJAMIN SAUNDERS SAN ANTONIO APPRAISAL 1 REAL ESTATE EXPERIENCE 100 NE Loop 410 August 2023 to Present;.Senior Associate at LPA-San Antonio Suite 1350 San Antonio,Texas 78216 July 2021 to July 2023;Associate at[PA-San Antonio Types of properties appraised include: office, retail, industrial, multi-family, mixed-use cell 210.293.7962 developments, self-storage, auto service, hotel, car wash, restaurants, vacant land, oft 210.390.0492 x 404 special use,and other types of commercial properties. bsaunders@lowerypcl.com EDUCATION BA-History-Texas Tech University Successfully completed the following courses administered by Champions Appraisal Education and McKissock Appraisal Education: • Basic Appraisal Principles ■ Basic Appraisal Procedures • 15-hour National USPAP Course ■ General Sales Comparison Approach ■ General Appraiser Site Valuation and Cost Approach ■ General Appraiser Income Approach ■ General Appraiser Market Analysis Highest and Best Use ■ General Report Writing and Case Studies ■ Statistics, Modeling, and Finance ■ Appraisal Subject Matter Electives • Texas Supervisor Trainee Course ■ Commercial Appraisal Review ■ Expert Witness for Commercial Appraisers Certified General TALCB Real Estate Appraiser LICENSE EKIb■Pp•AtiE4 tIGE 5i•G• Texas General Appraiser Appraiser: Benjamin Wade Saunders TX-1381348-G License#: T%1381348 G License Expires:08/31/2025 Having provided satisfactory evidence oft he qualifications required Ay th e Texas appraiser u tensing and Lertificatlo n nct,occupations code,chapter 1103,authorization Is granted to use this title: Certified General Real Estate Appraiser ch■Iru Buddrdtr For addn ion"I information or to file a complaint please contact mice tommisalaner at www.taicb,texas.gov. UQ L • . lowerypa.com JEFFREY K. WALTERS CORPUS CHRISTI OFFICE EXPERIENCE 800 North Shoreline Boulevard, March 2020 to Present; Director at Lowery Property Advisors, LLC Corpus Christi, Texas 78401 August 2016 to February 2020; Certified Appraiser at Allen, Williford&Seale Inc. direct 361.232.4700 Types of properties appraised include: office, retail.. industrial, agricultural, mixed-use developments, restaurants, hotels, marinas, day cares, subdivisions, apartments, car jeff@lowerypa.com washes, land, and other types of special use commercial properties, partial acquisitions and eminent domain/condemnation related appraisals. EDUCATION BBA-Finance. Economics Minor-Texas A&M University 2016 Successfully completed the following courses offered by The Appraisal Institute and McKissock: • Basic Appraisal Principles • Basic Appraisal Procedures Uniform.Standards of Professional Appraisal Practice • Real Estate Finance,Statistics, and Valuation Modeling • General Appraiser Income Capitalization Approach-I • General Appraiser Income Capitalization Approach-II • General Appraiser Sales Comparison Approach • General Appraiser Site Valuation and Cost Approach • General Appraiser Report Writing and Case Studies • General Appraiser Market Analysis and Highest and Best Use • Expert Witness Testimony • Commercial Appraisal Review • Appraisal of Assisted Living Facilities • Appraisal of Industrial and Flex Buildings Other applicable courses: • Real Estate Decision Making-Texas A&M • Real Estate Finance-Texas A&M • Real Estate Investment Analysis-Texas A&M PROFESSIONAL ASSOCIATIONS •Appraisal Institute-South Texas Chapter •IRWA-San Antonio Chapter/Corpus Christi Founding Member !/ * \\ Certified General T'ALCB Real Estate Appraiser LICENSES r.•�. •�-• Appraiser: Jefrrey Kyle Walters Texas General Appraiser License#: ne 13M24 G License Expires:09/30/2025 1380924-G Oklahoma General Appraiser by theeTero App'.rixteLle—ingwd of the Act,0-pats ed v PPraiser.Lleans:n and certircaliun Act,ouwP+tl— Code,Chapter 1103.authorization is granted to use this title: _ 13497CGA Certrthed General Real Estata Appraiser �....a•d hd. Fur addlorul inturnadun ur to nM a carnptarnt ptaasr canratl iAtCB raa..ea,va.. at www.talcb tcs as.gov. FP • a lowerypa.com 40 • ' • Habitat for Humanity' Corpus Christi Building houses in partnership with God's people in need. P.O.Box 3032,Corpus Christi,TX 78463-3032 361-289-1740 April 16, 2024 Dear Daniel McGinn and Keren Costanzo, Habitat for Humanity Corpus Christi, Inc. is excited to participate in the project known as the Lamar Site Property Development Plan. This proposed development fits the mission of Habitat for Humanity to provide affordable housing to those in need. HFHCC has built several homes in this area with HFHCC homeowners still residing in the homes. The planning of this development will create a community feel to the neighborhood with assets such as parks, a nearby bus stop, schools, health center, childcare, and other community amenities within walking distance. HFHCC looks forward to being a participant in this partnership. Respectfully, Cheryl Andrews Cheryl Andrews, Interim ED, and the BOD of HFHCC O N •r+ O � N +, w � � U w w v h-� t� N U i O ca 4 J Q U Q dJ •� i O i C1A _0O �_ dJ Ca dJ M .N > J dJ -0 M O 0 -o `~ = w D M dJ O i C: m 0- -0 N O_ 'N dJ � • Z3 E O p 0 ca N p p U � � U _0s i > — � 2 i M •� M 1 — ei W O •ca Q u � Li 0 co Q — _O i ca — dJ ca ro dJ 0 _ dJ +� _0 '-'-' a) a E g o 0- = M N %4 v � +-+ — dJ N i — 0- OD L i }' dJ [a •NO ate1 [a M — O M L U • • dJ D � p LL }, L � O > OC M U `~ O = •> O cn 4-J •C�0 N M .L O > tj 0 U N i N N N O i > > O N N N ND O N 3 4-0 Q Q Q cn O ~ 2 A A A A A M 7 ®� tz l i r � 4-.j - FA I � - :.N== M .� fo _ d Y h• ro N jd epCL V N m m e m A L m Q ? m v N + t b = y V ? G c E H 2 y N o � � m O ~ ~ 0 4t I • • .... z L = N o XY C N L `4 V a u ,,A i..7 'o c L Y uJ o ou d r o v n -� Am- OR L r. Q VS •L '�w • c. E �..,� O te. 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COC � �. co ai Ln +, ai 4, ai E E E cm E 2 E U 2 E U do = E ui ao = E Ln O N > O a E > O w E Ln 2 Lnai � 2 E E H 2 U 2 U M so N N t � U U M L n ♦"� r-I i 0 .O • ) CL ( ' W N U C6 U 0 N M r-I 14 O .CL t J c; r O U J N Ll') L � 01 W ONO 0 U 06O _ 3 N r� co O U N N N M O O O •u G U x +� 000 (3) U O 0 0 0 .- �+ m m E C Vf O �L. -0 -0 p i U U U *c *c ,C buo � � � z 4- 0 N IA 4-j O CL (3) i v i c c bA 4� C a 0 4--J ° cV _0 (1) LL vi U (3) N j M a_' —O ON 4-J r� � -0 > U U i i M N c6 O Q - O N ^ —0M •O a--+ _ p0 U O ^ 0 ca t/)- -0 +� a--+ - _ a--+ o ° o o 14� a--+ U N 0 i �i Q L a--+ Q J ateo 11) -0 (1) O Vf •— L.L V) N >O Q) M a--+ � ) •� _0 U M CL i Q _� DC � v CL� a--+ O c6 •� � ~ i 000 O — . i •� Q (3) -0 N •�_ p O ca cn N ca •— - � L E N O chi) — X — O •— i Ln ca ca Q w O N x ca N = O cc� Q c�i� N i MU c 2 aJ 01 O ca O� T rams O =3 se 0 0 PH o AGENDA MEMORANDUM NCORPO0.1¢ First Reading for the City Council Meeting of May 21, 2024 ss52 Second Reading for the City Council Meeting of June 11, 2024 DATE: April 30, 2024 TO: Peter Zanoni, City Manager FROM: Dan McGinn, Director of Planning and Community Development danielmcCa)-cctexas.com (361) 826-7011 Sale and Conveyance of Surplus Land in the Amount of 1 .1834 acres To Come Dream Come Build CAPTION: Ordinance authorizing the conveyance of 9 lots (0.6 acres total) of surplus land located at or near 2022, 2028, and 2034 Mary Street and 502 and 508 18th Street to Community Development Corporation Of Brownsville, dba cdcb I come dream come build, for $10 per lot and development of affordable housing; and authorizing an option to purchase contract and related sale and conveyance with cdcb I come dream come build for the purchase of 8 lots (0.59 acres-total) of surplus land located at or near 508, 510, 512, 514, 516, 518, and 520 19th Street for $10 per lot and development of affordable housing. SUMMARY: This ordinance sells and conveys approximately 1.1834 acres of City-owned land to Come Dream Come Build in two tranches for $10 per developable lot and for their use in the future development of single-family housing; consisting of: Tranche 1 • Luter Partition Block 7 lots 6, 8-12, NEYLAND COL MEX LTS 1 & 2 BK 5, and H E LUTER PART LT 2 BK 5; (9 lots, approximately 0.5981 acres). Tranche 2 • Jasmin Lots 9-16; (8 lots, approximately 0.5853 acres) Come Dream Come Build will assume property maintenance responsibilities for their assigned Tranches 1 and 2, including mowing and litter abatement upon execution of the agreement. Proiect Parameters • Undeveloped lots are not transferrable. • From sale/release of each tranche all certificates of occupancy for units in tranche must be issued within 24 months. • Affordability Period of 10 years o Max sales price and value limited to "Home and Housing Trust Fund Homeownership Sales Price Limits" for newly constructed units, established and published by HUD annually under Part 92.254(a)(2)(iii), Title 24 CFR (currently $253,000), or similar HUD program should HOME/HTF Purchase Price Limits cease to be published in the future; o Or max Fair Market Rent established and published by HUD annually in Part 888, Title 25 CFR (currently $1,763 for a 3-bedroom, and $2,066 for a 4-bedroom unit). • If property is sold or rented above affordability restrictions within the 10-year period, a cost recapture must be paid to the City in the amount of$5.15 per square foot of land within 90 days of the sale or rental. o If cost recapture not paid, the property reverts to the City. BACKGROUND AND FINDINGS: Project History • May 2023: The Ed Rachal Foundation gifted the former Lamar Elementary School site to the City along with 55 smaller parcels in the vicinity of the larger site. • Recognizing the unique opportunity to implement the recently adopted Westside Area Development Plan by attracting new development investments, addressing residents' request for a variety of housing options, stabilizing this established neighborhood, and delivering public safety improvements for area residents, City staff issued a request for letters of interest (RFI) to work with one or more experienced housing developers. • August 2023: RFI Outreach and Marketing o RFI published on City Website in early August 2023 o City News Release and Council Memo issued August 4, 2023 o Email notification sent to over 50 housing development contacts. o Staff presentation at the Development Services Task Force meeting on August 18, 2023 • The RFI period closed on September 11, 2023. Five proposals were submitted. • December 2023: City Council approved the sale and conveyance of a 3.47-acre parcel of City-owned land, including the former Lamar Elementary School Site to TG 110 Inc. for the development of affordable housing. • Winter 2023 through Spring 2024: Engagement with single-family housing developers that responded to the RFI. Next Steps • Planning Division and Development Services to present rezoning cases in support of infill housing development of lots included in the RFI. • Planning Division staff will provide technical assistance to developers as needed to facilitate the Development Services permitting process. ALTERNATIVES: Awarding purchase contracts to all single-family developers that submitted letters of interest in response to the Lamar Elementary RFI presents a strategic approach to expedite infill housing construction support synergistic investments benefiting all parties, including current neighborhood residents. The City can choose to allocate the property to RFI respondents in an alternate configuration and/or distribution. The City can choose to not sell the property, but it will remain vacant and will require ongoing city-funded site maintenance. FISCAL IMPACT: Though the vacant land was gifted to the City, there are ongoing maintenance costs such as mowing and litter abatement as well as more difficult to quantify service cost impacts on the surrounding neighborhood caused by the preponderance of vacant lots. The City ordered an appraisal of property. An appraisal of the 0.0733-acre lot at 536 191" street was conducted by Lowery Property Advisors, LLC on April 26, 2024, and the property has an appraised value of$5.15 per square foot. For comparison, the Nueces County Appraisal District 2023 land valuation of all the surplus land included in the RFI averages $4.45 per square foot. The fiscal impact is revenue payment to the City in an amount of$10.00 per developable lot, amounting to $170.00 in total, to be deposited into the General Fund as well as the assumption of property maintenance by Come Dream Come Build of their assigned Tranche 1 and 2 lots. The developed property will be placed back on the property tax rolls. Funding Detail: Fund: 1020 General Fund Organization/Activity: 11020 General Governmental Revenue Department: 888 Revenue Project # (CIP Only): Account: 343590 Sale of Scrap/City Property RECOMMENDATION: City staff recommends approval of the Ordinance for the sale and conveyance of City surplus property at or near 2022, 2028, and 2034 Mary Street; 502 and 508 18th Street; and 508, 510, 512, 514, 516, 518, and 520 19th Street; to Come Dream Come Build for the purpose of site redevelopment into single-family housing. LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance Exhibit A - Request for Interest Real Estate Contract Option Agreement Appraisal Letter of Support Presentation Ordinance authorizing the conveyance of 9 lots (0.6 acres total) of surplus land located at or near 2022, 2028, and 2034 Mary Street and 502 and 508 18th Street to Community Development Corporation Of Brownsville, dba cdcb I come dream come build, for $10 per lot and development of affordable housing; and authorizing an option to purchase contract and related sale and conveyance with cdcb I come dream come build for the purchase of 8 lots(0.59 acres-total) of surplus land located at or near 508, 510, 512, 514, 516, 518, and 520 19th Street for $10 per lot and development of affordable housing. WHEREAS, in accordance with Texas Local Government Code§272.001(g), the City may convey land to an entity for the development of low-income or moderate-income housing for less than fair market value to use the property in a manner that primarily promotes the municipality's public purpose without complying with the notice and bidding requirements of Texas Local Government Code § 272.001(a) or other law. WHEREAS, the City owns vacant lots 6, 8-12, Block 7 Luter Partition, Lots 1 & 2 Block 5, Neyland Col Mex, and Lot 2, Block 5, H E Luter Part, which combined is 0.6-acres, of surplus land located at or near 2022, 2028, and 2034 Mary Street and 502 and 508 18th Street, as shown in (Exhibit A) attached hereto and incorporated by reference; WHEREAS, the City owns vacant Lots 9-16 Jasmin Addition, which combined is 0.59- acres of surplus land located at or near at or near 508, 510, 512, 514, 516, 518, and 520 19th Street, as shown in (Exhibit A) attached hereto and incorporated by reference; WHEREAS, the conveyances are conditioned so that title in any lot described herein will revert to City if the grantee fails to construct a single-family dwelling on such lot for low-income or moderate-income housing and obtain a certificate of occupancy for such dwelling within two years from the date of the conveyance, unless construction of a single-family dwelling has started and a one-year extension is granted to obtain a certificate of occupancy; WHEREAS, the conveyances include Cost Recapture, Reverter, and Covenant Running with the Land where a lot reverts to the City of Corpus Christi if within 10 years (1) a dwelling and lot are sold for a price that exceeds the most recently issued New Homes HOME/HTF Purchase Price Limit for 1-Unit for the Corpus Christi, TX MSA as established and published by the U.S. Department of Housing and Urban Development per 24 C.F.R. § 92.254; or (2) a dwelling and lot are rented for an amount that exceeds the most recently issued Fair Market Rent as established and published by the U.S. Department of Housing and Urban Development per 24 C.F.R. § 888.115; and (3) the City of Corpus Christi is not paid a cost recapture for the land value of the lot at $5.15 per square foot within 90 days of the sale or rental; WHEREAS, the fair market value of each lot is $5.15 per square foot; WHEREAS, the construction of low and moderate-income housing will revitalize the neighborhood surrounding the former Lamar Elementary School; and WHEREAS, where the terms and conditions of the transactions effectuate and maintain the public purpose of providing low-income or moderate-income housing per Texas Local Government Code §272.001(g) and/or §253.011. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI,TEXAS, THAT: 1 Section 1. The City Council specifically finds that the foregoing statements included in the preamble of this ordinance are true and correct and adopts such findings for all intents and purposes related to the authorization of this project. Section 2. The City Manager or designee is authorized to execute all documents necessary to sell and convey approximately 0.6 acres of surplus land, being Lots 6, 8, 9, 10, 11, and 12, Block 7 Luter Partition Subdivision, Lots 1 and 2, Block 5, Neyland Colonia Mexicana Subdivision, and Lot 2, Block 5, H E Luter Partition Subdivision, City of Corpus Christi, Nueces County Texas, located at or near 2022, 2028, and 2034 Mary Street and 502 and 508 18th Street to Community Development Corporation Of Brownsville, dba cdcb I come dream come build in exchange for $10 per lot and the development of the property for low-income or moderate-income housing. Section 3. The City Manager or designee is authorized to execute an options contract with Corporation Of Brownsville, dba cdcb I come dream come build for the option to purchase approximately 0.59 acres of surplus land being Lots 9, 10, 11, 12, 13, 14, 15, and 16, Jasmin Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 508, 510, 512, 514, 516, 518, and 520 19th Street, in exchange for$10 per lot and maintenance of the property, for a period of 24 months, with such option exercisable upon the construction of low-income or moderate-income housing on Lots 6, 8-12, Block 7 Luter Partition Subdivision, Lots 1 and 2, Block 5, Neyland Colonia Mexicana Subdivision, and Lot 2, Block 5, H E Luter Partition Subdivision. Section 4. The City Manager or designee is authorized to execute all documents necessary to sell and convey approximately 0.59 acres of surplus land, being Lots 9, 10, 11 ,12, 13, 14, 15, and 16, Jasmin Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 508, 510, 512, 514, 516, 518, and 520 19th Street, to Corporation Of Brownsville, dba cdcb come dream come build in exchange for $10 per lot and the development of the property for low-income or moderate-income housing. Introduced and voted on the day of , 2024. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary 2 EXHIBIT A /. Property Development: Former Lamar Elementary Site J & Nearby Neighborhood Parcels 2023 Request for Interest SECTION I. OVERVIEW The City of Corpus Christi (City) is issuing this Request for Interest (RFI) for the former Mirabeau B. Lamar Elementary School site and additional city-owned parcels in the surrounding neighborhood. ■ The city is seeking one or more experienced real estate development teams to develop housing on the former Lamar school site and additional neighborhood lots. ■ The city envisions infill housing development and is open to innovative concepts that aid the city with meeting local housing affordability needs while stabilizing an established neighborhood. Property Description Currently vacant, the site that was once home to Lamar Elementary School which was originally part of the 1908 Eckerd Subdivision while parcels to the east of 19t" Street are part of the 1929 Jasmin Subdivision. Narrow and deep single-family lots, typical of this time, are common throughout the neighborhood, though many lots have been combined over the decades to form larger parcels. Other neighborhood institutions include St. Joseph's Catholic Church, the Garcia Arts Center and Park, and educational facilities like the Marguerite Child Development Center and a charter high school. Lamar Elementary served many generations, starting in 1941. The school was closed in 2010 and later demolished in 2021 to make way for new development and neighborhood investment. Though no longer standing, the site still holds historical significance as the 1948 location of the meeting that formed the American GI Forum, the civil rights group founded by Dr. Hector P. Garcia. (Katheryn Cargo for the Caller Times, November 20, 2021) The city-owned parcels that are included in the RFI are detailed in Map 1 and Table 1 on the following pages. City of Corpus Christi 1 of 8 EXHIBIT A T1 Map 1: Lamar RFI Parcels' - - I City of Corpus Christi, TX � m w Mar9u erP[e St —• A7ff++ 11 �43. YrY =42A ` +■ =38MM ' 1�8� 534M4` 14 13 12 U9 O7 06 OS 04 63 02 47 0 * A �53 52 51 48� r1321 A9so 50 3 541 Mary St _ f �} of - r 'fir Imo., __ rfis st ' z as s 6 z7 e t Lk s Table 1: Lamar RFI Parcel Detail RFI Nueces County Legal Description Address Lot Zoning Parcel ID Tax ID � Acres District 1 224500010010 ECKERD BLK 1 LOT 1 2212 MORRIS ST 2.07 CI 2 224500020010 ECKERD LTS 1 AND 2 BK 2 521 19th ST 0.17 RS-6 3 224500020030 ECKERD LTS 3&4 BLK 2 2206 MARY 0.17 RS-6 4 224500020050 ECKERD LT 5 BK 2 2208 MARY 0.08 RS-6 5 224500020060 ECKERD LTS 6&7 BK 2 2210 MARY 0.17 RS-6 6 224500020080 ECKERD LT 8A BLK 2 2212 MARY 0.16 RS-6 7 224500020100 ECKERD LT 10 BLK 2 2214 MARY 0.08 RS-6 8 224500020110 ECKERD LT 11 BLK 2 2218 MARY 0.08 RS-6 9 224500020120 ECKERD LT 12 BK 2 2222 MARY 0.08 RS-6 10 224500020235 ECKERD LT 24A BLK 2 504 20th ST 0.08 RS-6 11 224500020230 ECKERD LT 23A BLK 2 2221 MARGUERITE ST 0.08 RS-6 12 930700090020 PATRICK WEBB LT 2 BLK 9 2304 MARY 0.09 RS-6 13 930700090060 WEBB PATRICK BLK 9 LOT 2312 MARY 0.26 RS-6 _ 6, 7&8 _ 14 930700090110 PATRICK WEBB LTS 11 & 12 2324 MARY ST @ 21ST 0.17 RM-3 BLK 9 City of Corpus Christi 2 of 8 EXHIBIT A 15 840900070390 STEELE LTS 39&40 BLK 7 2614 MARY 0.16 RS-6 16 930700100210 POATRICK WEBB LT 21 BLK 2320 MORRIS 0.06 RS-6 17 930700100250 WEBB PATRICK BLK 10 LOT 2312 MORRIS 0.06 RS-6 25 18 930700100260 26 BB PATRICK BLK 10 LOT 2310 MORRIS 0.06 RS-6 19 930700100270 WEBB PATRICK BLK 10 LOT 2308 MORRIS 0.06 RS-6 20 I 930700100280 I PAT WEBB LT 28 BK 10 2306 MORRIS ST 0.06 RS-6 21 930700100290 POAT WEBB LTS 29&30 BK 623 TWENTIETH ST 0.11 RS-6 22 852900060200 SUMMIT ADDN LTS 20&21 2311 MORRIS 0.14 RS-6 BLK 6 23 852900060190 SUMMIT ADDN LT 19 BLK 6 2309 MORRIS 0.07 RS-6 24 852900060180 SUMMIT ADDN LT 18 BLK 6 2307 MORRIS 0.07 RS-6 25 852900060120 SUMMIT ADDN LTS 12& 13 2219 MORRIS 0.13 RS-6 BLK 6 26 852900060100 SUMMIT ADDN LTS 10& 11 2217 MORRIS 0.13 RS-6 BLK 6 27 852900060080 SUMMIT ADDN LTS 8&9 2211 MORRIS AVE 0.13 RM-3 _ BLK 6 28 852900060010 SUMMIT ADDN POR OF LT 1, 2203 MORRIS AVE 0.15 RS-6 ALL LTS 2&3 BLK 6 29 852900060380 SUMMIT ADDN LTS 38 THRU 715 19th ST 0.31 RS-6 41 &FCL LT 42 BLK 6 30 377500000010 JASMIN LT 1 538 19th ST 0.11 RS-6 31 377500000020 JASMIN LT 2 536 19th ST 0.07 RS-6 32 377500000030 JASMIN LT 3 532 19th ST 0.07 RS-6 33 377500000040 JASMIN LTS 4 AND 5 530 19th ST 0.15 RS-6 34 377500000060 JASMIN LT 6 528 19th ST 0.07 RS-6 35 377500000070 JASMIN LT 7 526 19th ST 0.07 RS-6 36&37 377500000090 JASMIN LTS 9 AND 10 520 19th ST 0.15 RS-6 38 377500000110 JASMIN LT 11 518 19th ST 0.07 RS-6 39 377500000120 JASMIN LT 12 516 19th ST 0.07 RS-6 40 377500000130 JASMIN LT 13 514 19th ST 0.07 RS-6 41 377500000140 JASMIN LT 14 512 19th ST 0.07 RS-6 42 377500000150 JASMIN LT 15 510 19th ST 0.07 RS-6 43 377500000160 JASMIN LT 16 508 19th ST 0.07 CN-1 44 377500000270 JASMIN LT 27A 429 MARGUERITE ST 0.14 RM-3 45 377500000290 JASMIN LT 29 503 18th ST 0.07 RM-3 46 377500000300 JASMIN LT 30 505 18th ST 0.07 RM-3 47 377500000310 JASMIN LT 31 AND N 12.50 507 18th ST 0.10 RM-3 OF LT 32 48 377500000350 JASMIN LT 35 515 18th ST 0.07 RM-3 49 377500000360 JASMIN LT 36 517 18th ST 0.07 RM-3 50 377500000370 JASMIN LT 37& PT LT 38 519 18th ST 0.13 RS-6 51 462500070060 LUTER PART LT 6 BK 7 2022 MARY 0.05 RM-3 52&53 462500070100 LUTER PARTITION BLK 7 2028 MARY 0.16 RM-3 LOTS 8 THRU 10 City of Corpus Christi 3 of 8 EXHIBIT A 54 462500070110 BK TER PART LTS 11 AND 12 2034 MARY 0.11 RM-3 55 573600050010 NEYLAND COL MEX LTS 1 & 508 18th ST 0.12 RM-3 2BK5 56 462500050020 1 H E LUTER PART LT 2 BK 5 1 502 18th ST 0.16 RM-3 W Map 2: Neighborhood Zoning IL -04 City of Corpus Christi,TX 1-13 IL 42 ON e,lte sr 141 SD 40b� 6 Y17 08 �f:45� SE 296 36 946� 19 1 S > 09 D]D6 OS Dd 03 0] 35 04 INS . 33 �tqq� 53 5] SI 3132 49ANNE, S4r 1 50 Mary [ 30 1] 19 I1 16 IB 20 21 I ` L RMe 3 23 ]9 CI CI r . RM3 " CN-1 o zso so�6p- RM-3 Ps Cc Kr z T—,P k 'aV Idl-e 1i nClm= F Ic_Soft CONANP'z,�,' t c T -lDi, i,rn ET]Nn � >n nlPs.uSc�isu City of Corpus Christi 4 of 8 EXHIBIT A ME NMI Map 3: Neighborhood Amenities City of Corpus Christi, TX ille Mr .I Wilm Coun, si ••u ou:, ° Park �-or•e E a s �r. o £ Ge• 9- Ben �a Elements Gy o mo Mar�g•u�erite Child ;� �?Garcia Par Development Center Garcia A • &E•ucati© Qgnw, al 0 orpus • ri i oli•e letic Elementary Z 1iu H_a• 't•ark � J•e Garza Pa moRGAN Za .-la -ni r -r �arci Family Health C-rater 0 0.5 1Miles Nearby Neighborhood Assets ✓ Adjacent CCRTA Bus Stops on 19t" St. (Route 21 —Arboleda) ✓ Adjacent Premier High School (Charter School) ✓ Adjacent St. Joseph's Catholic Church ✓ Antonio E. Garcia Arts & Education Center (5-minute walk) ✓ Antonio E. Garcia Park (5-minute walk) ✓ Marguerite Child Development Center (5-minute walk) ✓ Dr. Hector P. Garcia Memorial Family Health Center (10-minute walk) ✓ Neighborhood-serving commercial establishments along Agnes Street, S. Port Avenue, and Morgan Avenue (5 to 10-minute walk) Within a 20-minute walk: ✓ Ben Garza Park and Gymnasium: 15-minute walk, 5-minute bicycle ride ✓ Zavala Head Start: 15-minute walk, 5-minute bicycle ride ✓ Zavala Elementary School: 20-minute walk, 5-minute bicycle ride ✓ Zavala Senior Center: 20-minute walk, 5-minute bicycle ride City of Corpus Christi 5 of 8 EXHIBIT A ✓ Joe Garza Community Park and Recreation Center: 20-minute walk, 5-minute bicycle ride Within a 30-minute walk: ✓ George Evans Elementary School: 25-minute walk, 10-minute bicycle ride ✓ Driscoll Middle School: 35-minute walk, 10-minute bicycle ride ✓ Roy Miller High School: 25-minute walk, 10-minute bicycle ride ✓ City Hall: 25-minute walk, 10-minute bicycle ride Utilities All utilities are available within the area, the Corpus Christi Water (CCW) department is currently evaluating the existing system to identify any needed upgrades. Land Use/Right-of-Way/Public Utility Improvements The city will work with selected project sponsor/s on needed rezoning and zoning regulation adjustments, right-of-way closures, public utility improvements, and/or land costs to accommodate proposed project/s that meet the city's housing affordability and infill needs. Any city accommodations must align with commensurate public benefits, focused primarily on meeting local housing affordability and neighborhood stabilization needs. Area Demographics The Former Lamar Elementary School site and neighborhood lots are located within Nueces County's Census Tract 10. Below are select demographic and housing characteristics within this Census Tract. 2020 Decennial Census (Redistricting File) • Population: 2,751 • Hispanic or Latino: 2,391 • Households/Occupied Housing Units: 992 • Vacant Housing Units: 242 • Group Quarters Population: 85 (nursing/skilled nursing facility residents) 2021 American Community Survey (5-year Estimates) • Median Age: 34 years • Educational Attainment of Population age 25 and older: o Less than high school graduate: 42.5% o High school graduate (includes equivalency): 30.5% o Some college or associate's degree: 24.8% o Bachelor's degree: 1.6% o Graduate or professional degree: 0.6% • Average Household Size: 2.8 persons per household • Median Household Income: $22,220 • Household Tenure: 45% owner-occupied, 55% renter-occupied City of Corpus Christi 6 of 8 EXHIBIT A • Housing Characteristics: 78% 1-unit structures, 20% 2-or-more unit structures, 2% mobile homes and all other types of units. Affordable and Low-Income Housing Subsidies and incentives may be available for developments that include affordable and low- income housing. Subsidies and incentives are offered based on a variety of factors, including project scope, funding sources, and local, State, and Federal restrictions. SECTION II. LETTER OF INTEREST SUBMISSION Proposers must submit a Letter of Interest addressed to the Planning and Community Development Department located on the second floor of City Hall at 1201 Leopard Street Corpus Christi, Texas, 78401. Within the Letter of Interest, the proposer should provide the following information. Description of Entity and Experience — A description of the entity submitting the Letter of Interest must include, if not an individual, the name of all partners, corporate name(s), and dba(s) if applicable, and the pertinent address and telephone number, names and addresses of all investors, shareholders, and officers of the corporation. The description submitted by the purchaser/developer shall also provide the following information: ■ A clear statement of the purchaser/developer's interest in purchasing and redeveloping the space with potential ideas for its reuse —with specific lots identified. ■ A clear statement of the purchaser/developer's experience in purchasing and redeveloping space. ■ Experience (if any) working with the public sector. ■ Experience (if any) with delivering infill and or affordable housing products. ■ The estimated timeline for development from the date of acquisition. Submission of Letter of Interest Letters of Interest are due at the City of Corpus Christi Department of Planning and Community Development, City Hall, Corpus Christi, Texas 78401 no later than 5 pm on September 11, 2023. Inquiries Any inquiries related to this RFI must be submitted in writing, no later than five (5) days before the RFI deadline, to: Daniel McGinn Director of Planning and Community Development City of Corpus Christi 1201 Leopard Street Corpus Christi, Texas 78401 Email: Danielmc@cctexas.com Phone: (361) 826-1614 City of Corpus Christi 7 of 8 EXHIBIT A SECTION III. REVIEW OF LETTERS OF INTEREST Letters of Interest will be evaluated on a combination of the following: project or proposal ideas; experience, particularly regarding infill housing and affordable housing, supportive housing, and neighborhood investment projects; professional qualifications and expertise on similar housing and infill projects; approach to the planning/permitting process; and the ability to bring projects to a timely and successful conclusion. All Letters of Interest will be reviewed by representatives from the City Manager's Office. As this is a Request for Interest only, this Request may lead to one of the following outcomes: ■ A request for additional information from one or more respondents; ■ The issuance of a Request for Proposals (RFP) to one or more responders chosen as part of this Request; ■ The issuance of an RFP opened to all potential development teams; ■ Direct negotiations for sale/lease and redevelopment of the property with a development team selected as a result of this Request; ■ Termination of this process without selection of a development team or issuance of an RFP. Terms of this Request: this Request is not a request for competitive proposals and in no way obligates the City to enter into a relationship with any entity that responds, or limits or restricts the City's right to enter into a relationship with an entity that does not respond. In its sole discretion, the City may pursue discussion with one or more entities responding to this Request or none at all. City of Corpus Christi 8 of 8 Real Estate Sales Contract THE STATE OF TEXAS § KNOW ALL BY THESE PRESENTS COUNTY OF NUECES § This Contract is entered into by the City of Corpus Christi, a Texas home-rule municipality, with an address of 1201 Leopard Street, Corpus Christi, Nueces County, Texas 78401 ("Seller") and Community Development Corporation of Brownsville, dba CDCB I come dream, come build, a Texas Non-Profit Corporation with an address of 901 E Levee Street, Brownsville, TX 78520-5164 ("Buyer"). 1. Property. Seller, for the consideration and under the terms set out herein, agrees to convey to Buyer the following lots: 1) Lot 6, Block 7, Luter Partition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 2022 Mary Street, 2) Lot 8, Block 7, Luter Partition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 2028 Mary Street, 3) Lot 9, Block 7, Luter Partition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 2028 Mary Street, 4) Lot 10, Block 7, Luter Partition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 2028 Mary Street, 5) Lot 11, Block 7, Luter Partition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 2034 Mary Street, 6) Lot 12, Block 7, Luter Partition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 2034 Mary Street, 7) Lot 2, Block 5, H.E. Luter Partition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 502 18th Street, 8) Lot 1 , Block 5, Neylands Colonia Mexicana Addition, Corpus Christi, Nueces County, Texas, located at or near 508 18th Street. 9) Lot 2, Block 5, Neylands Colonia Mexicana Addition, Corpus Christi, Nueces County, Texas, located at or near 508 18th Street. 2. Purchase Price. The purchase price is $10.00 per lot and the development of each lot for low-income or moderate-income housing. The Buyer will construct low- income or moderate-income housing on each lot conveyed. For this agreement, low and moderate-income housing is defined as properties that are sold for a price that does not exceed the New Homes HOME/Housing Trust Fund (HTF) Purchase Price Limit for 1-Unit for the Corpus Christi Metropolitan Statistical Area (MSA) established and published annually by U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 92.254 or rented for an amount that does not exceed the Fair Market Rent forthe Corpus Christi MSA established and published annually by the U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 888.115. This condition is designed to maintain the integrity and purpose of the properties per Texas Local Government Code 272.001(g). 3. Title Insurance. The Buyer, at Buyer's expense, may acquire a title insurance policy that guarantees good and indefeasible title to the Property, without exceptions to title other than the standard printed exceptions and exceptions permitted under this Contract, and that wholly insures and indemnifies Buyer against any title defects or adverse claims. 4. Property Taxes. The City of Corpus Christi, as the owner of this property, is exempt from local property taxes. Any taxes due after conveyance are the responsibility of the Buyer. 5. Special Warranty Deed. Seller will execute a Special Warranty Deed, drafted in accordance with the provisions of this Contract, conveying the Property to Buyer. Buyer must make the cash payment. 6. Reverter Clause. The Special Warranty Deed for all lots sold shall include a reverter clause as follows: Reverter A lot reverts to the City of Corpus Christi if the grantee fails to construct a single- family dwelling for low-income or moderate-income housing on such lot and obtain a certificate of occupancy for such dwelling within two years from the date of conveyance. In this context, low and moderate-income housing is defined as properties that are sold for a price that does not exceed the New Homes HOME/Housing Trust Fund (HTF) Purchase Price Limit for 1-Unit for the Corpus Christi Metropolitan Statistical Area (MSA) established and published annually by U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 92.254 or rented for an amount that does not exceed the Fair Market Rent for the Corpus Christi MSA established and published annually by the U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 888.115. The grantee agrees to abide by these conditions, and failure to comply with any of these conditions shall result in the automatic reversion of the lot and dwelling to the City of Corpus Christi. This condition is designed to maintain the integrity and purpose of the property per Texas Local Government Code 272.001(g). 7. Cost Recapture, Reverter, and Covenant Running with the Land Clause. The Special Warranty Deed for all lots sold shall include Cost Recapture, Reverter, and Covenant Running with the Land clause as follows: Cost Recapture, Reverter, and Covenant Running with the Land Page 2 of 8 The City of Corpus Christi has conveyed the lot for less than market value to be used for low-income and moderate-income housing. In this context, low-income and moderate-income housing is defined as a property that is sold for a price that does not exceed the New Homes HOME/Housing Trust Fund (HTF) Purchase Price Limit for 1-Unit for the Corpus Christi Metropolitan Statistical Area (MSA) established and published annually by U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 92.254 or rented for an amount that does not exceed the Fair Market Rent for the Corpus Christi MSA established and published annually by the U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 888.115. Within the next ten years from the date of execution, if any of the lots described herein are sold for a price that exceeds the most recently issued New Homes HOME/HTF Purchase Price Limit established and published annually by HUD or rented for an amount that exceeds the most recently issued Fair Market Rent established and published annually by HUD, the City of Corpus Christi is entitled to recapture the costs of the land. The recaptured costs of the land shall be calculated at $5.15 per square foot, representing the land's fair market value. A lot reverts to the City of Corpus Christi if: (1) a dwelling and lot are sold for a price that exceeds the most recently issued New Homes HOME/HTF Purchase Price Limit for 1- Unit for the Corpus Christi, TX MSA as established and published by the U.S. Department of Housing and Urban Development per 24 C.F.R. § 92.254-1 or (2) a dwelling and lot are rented for an amount that exceeds the most recently issued Fair Market Rent as established and published by the U.S. Department of Housing and Urban Development per 24 C.F.R. § 888.115-1 and (3) the City of Corpus Christi is not paid a cost recapture for the land value of the lot at $5.15 per square foot within 90 days of the sale or rental. Payment can be made at 1201 Leopard St, Corpus Christ, TX 78401. The grantee agrees to abide by these conditions, and failure to comply with any of these conditions shall result in the automatic reversion of the lot and dwelling to the City of Corpus Christi. This restrictive covenant shall run with the land and bind all subsequent owners. These covenants shall run with the land for a period of 10 years from the date of this conveyance and shall automatically expire thereafter. This condition is designed to maintain the integrity and purpose of the property per Texas Local Government Code 272.001(g). 8. Non-Transferable. Prior to constructing a single-family dwelling for low-income or moderate-income housing outlined in this agreement, the Buyer shall not transfer the property described herein. Any attempt to do so shall be null and void, and the Page 3 of 8 party responsible shall be liable for any resulting damages incurred by the other party. 9. Property Maintenance. Upon conveyance, Buyer shall maintain the described properties by mowing all grass and vegetation as often as necessary to maintain a height of less than 12 inches, effective upon execution of this Agreement. Buyer shall not allow weeds or brush twelve inches or higher to grow on the described property. Additionally, the Buyer will keep the described properties free of litter and solid waste. 10. Closing. There shall be no formal closing for this transaction. Within 30 days of this Agreement's execution, Buyer will provide cash payment. Within 30 days of receipt of cash payment, Seller shall execute a Special Warranty Deed, drafted in accordance with the provisions of this Contract, conveying the Property to Buyer. Buyer will be responsible for recording the Special Warranty deed in the Real Property records of Nueces County. 11. Survives Closing. This Contract survives the Conveyance of the Property and the delivery of the Special Warranty Deed and other necessary documents by Seller to Buyer, and all terms and conditions remain in effect between Seller and Buyer. 12. Property Condition. A. Buyer acknowledges and agrees that Buyer is purchasing the property "AS-IS" "WHERE-IS" and "WITH ALL FAULTS" without any warranties, representations or guarantees, either expressed or implied, of any kind, nature or type whatsoever from or on behalf of seller. Without limiting the generality of the foregoing, Buyer acknowledges and agrees that Seller hereby expressly disclaims any and all implied warranties concerning the condition of the property and any portions thereof, including but not limited to environmental conditions, presence or absence of hazardous materials and implied warranties of habitability, merchantability or fitness for a particular purpose. B. Buyer acknowledges and agrees that BUYER HAS NOT RELIED, AND WILL NOT RELY, upon any representations or warranties (oral or written) made by, or purportedly made on behalf of, Seller unless such representations and warranties are expressly set forth in this Contract. C. Except as otherwise specifically provided in this Contract, Buyer agrees that no representation by or on behalf of Seller have been made to Buyer as to the condition of the Property, any restrictions related to the condition of the Property, any restrictions related to the development of the Property, the applicability of or Page 4 of 8 compliance with any governmental requirements, including but not limited to environmental laws or the suitability of the Property for any purpose whatsoever. D. Buyer releases Seller from any claims it may have against the Seller now or in the future under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.A §§ 9601 et seq. as amended; the Resource Conservation and Recover Act, 42 U.S.C.A. §§ 6901 et seq. as amended; the Texas Solid Waste Disposal Act, Tex. Health & Safety Code §§ 361 .001 et seq. as amended; any other analogous state or federal statute; and common law arising from the environmental conditions of the Property or the presence of hazardous substances, solid wastes, or any other pollutants or contaminants on the Property. 13. Broker's Commission. Seller and Buyer have not commissioned a Broker to represent their interests, and neither are responsible for any brokerage or real estate commissions in connection with this Contract. Any costs associated with services to either party are the responsibility of the party that contracted the services. 14. Essential. Time is of the essence in closing this transaction. 15. Effective Date. The effective date of this Real Estate Sales Contract is the date on which the Contract is signed by the Seller. 16. Governing Law and Venue. This Agreement is subject to all federal, State, and local laws, rules, and regulations. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 17. Supersedes previous agreements. This Contract constitutes the only agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties respecting the subject matter of this Contract. 18. Counterparts: Multiple original copies of this contract may be executed, and the execution of this contract may be through the execution by the parties of separate counterparts. All of the original copies of this contract together shall constitute one agreement, binding on all of the parties hereto notwithstanding that the parties hereto may or may not be signatories to the same counterpart. Each of the undersigned parties authorizes the assembly of one or more original copies of this contract, such that each such original copy of this contract shall consist of (i) the body of this contract and (ii) counterpart signature pages and acknowledgment pages which collectively include all of the signatures and acknowledgments of the parties hereto. Each such contract shall constitute one original of this contract. Page 5 of 8 19. Assignment: Buyer shall not assign this Contract. Seller shall not assign this Contract. In the event an assignment is attempted, in violation of this Section, then Buyer's rights under this Contract shall automatically and immediately terminate without notice. 20. Breach of Contract. Buyer's failure to develop the conveyed parcels for low- income or moderate-income housing as defined herein constitutes a breach of contract. Seller has all remedies in law for a breach of contract. 21 . Government Function. This Agreement is to perform a governmental function solely for the public benefit, and the City does not waive its immunity by entering into and performing its obligations under the Agreement. 22. Deed Amendment. Upon request from Buyer, Seller will file an amended Special Warranty Deed if Buyer has started construction of a single-family dwelling but will be unable to obtain a certificate of occupancy within 2 years of the conveyance. The amended Special Warranty Deed will provide an additional year to obtain a certificate of occupancy prior to reversion. Page 6 of 8 Seller City of Corpus Christi Jeff H. Edmonds, P.E., Director of Engineering Services THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on 202_, by Jeff H. Edmonds, P.E., Director of Engineering Services of the City of Corpus Christi, a Texas municipal corporation, on behalf of said corporation. Notary Public in and for the State of Texas APPROVED AS TO LEGAL FORM THIS DAY OF 202 Assistant City Attorney City Legal Department Page 7 of 8 Buyer Community Development Corporation of Brownsville, dba CDCB I come dream, come build. Lynette Benavidez, Board Chairperson THE STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me on 202_, by Lynette Benavides, Chair of the Community Development Corporation of Brownsville. Notary Public in and for the State of Texas Page 8 of 8 OPTION FOR SALE OF REAL PROPERTY Whereas, Community Development Corporation of Brownsville, dba CDCB come dream, come build is a Texas Nonprofit Corporation exempt from federal taxation under Section 501(c)(3), Internal Revenue Code of 1986, as amended; Whereas, Community Development Corporation of Brownsville, dba CDCB come dream, come build has proposed property development of vacant lots near the Former Lamar Elementary School and; Whereas the City of Corpus Christi seeks to have property developed for low- and moderate-income households as a primary activity to promote the community-based revitalization of the City; Now, therefore, for and in consideration of $80 and property maintenance, the City of Corpus Christi, hereinafter referred to as "City," hereby grants to Community Development Corporation of Brownsville, dba CDCB I come dream, come build, hereinafter referred to as "Optionee," an exclusive right and option to purchase the following described properties: 1) Lot 9, Jasmin Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 520 19th Street; 2) Lot 10, Jasmin Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near at 520 19th Street; 3) Lot 11, Jasmin Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 518 19th Street; 4) Lot 12, Jasmin Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 516 19th Street; 5) Lot 13, Jasmin Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 514 19th Street; 6) Lot 14, Jasmin Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 512 19th Street; 7) Lot 15, Jasmin Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 510 19th Street; 8) Lot 16, Jasmin Addition Subdivision, Corpus Christi, Nueces County, Texas, located at or near 508 19th Street. 1 Section 1. Property Maintenance The Optionee shall maintain the described properties herein by mowing all grass and vegetation as often as necessary to maintain a height of less than 12 inches, effective upon execution of this Agreement. The Optionee shall not allow weeds or brush twelve inches or higher to grow on the described properties. Additionally, the Optionee will keep the described properties free of litter and solid waste. If such property is not maintained, the City will send notice to the Optionee of this failure. The City may cancel this Option Contract if the Optionee does not cure the failure within 30 days of receiving the notice from the City. Section 2. Option Period The option to purchase the property, hereinafter referred to as the "Option," shall commence upon the final execution of this contract and will expire on June 30, 2026, without notice to the Optionee. This option may only be exercised by Optionee after the construction of single-family dwellings on Lots 6, 8, 9, 10, 11, and 12, Block 7 Luter Partition Subdivision, Lots 1 and 2, Block 5, Neyland Colonia Mexicana Subdivision, and Lot 2, Block 5, H E Luter Partition Subdivision, City of Corpus Christi, Nueces County Texas, located at or near 2022, 2028, and 2034 Mary Street and 502 and 508 18th Street. Upon request from the Optionee, the City may extend the option an additional year if the city has granted an extension to obtain a certificate of occupancy for a single-family dwelling. Section 3. Purchase Price The purchase price for the above-described properties is $10 per lot. The consideration paid herein shall be applied against the purchase price. Consideration also includes the use of the property for low-income and moderate-income housing, with low-income and moderate-income housing being defined as properties that are sold for a price that does not exceed the New Homes HOME/Housing Trust Fund (HTF) Purchase Price Limit for 1-Unit for the Corpus Christi Metropolitan Statistical Area (MSA) established and published annually by U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 92.254 or rented for an amount that does not exceed the Fair Market Rent for the Corpus Christi MSA established and published annually by the U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 888.115. This condition is designed to maintain the integrity and purpose of the property per Texas Local Government Code 272.001(g). Section 4. Forfeiture of Consideration If the Optionee fails to exercise this Option before its expiration or the City terminates for failure to maintain the property, the City will retain the consideration paid herein. Section 5. Reverter Clause The Special Warranty Deed of all lots to be sold shall include a reverter clause as follows: Reverter 2 A lot reverts to the City of Corpus Christi if the grantee fails to construct a single-family dwelling for low-income or moderate-income housing on such lot and obtain a certificate of occupancy for such dwelling within two years from the date of conveyance. In this context, low and moderate-income housing is defined as properties that are sold for a price that does not exceed the New Homes HOME/Housing Trust Fund (HTF) Purchase Price Limit for 1-Unit for the Corpus Christi Metropolitan Statistical Area (MSA) established and published annually by U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 92.254 or rented for an amount that does not exceed the Fair Market Rent for the Corpus Christi MSA established and published annually by the U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 888.115. The grantee agrees to abide by these conditions, and failure to comply with any of these conditions shall result in the automatic reversion of the lot and dwelling to the City of Corpus Christi. This condition is designed to maintain the integrity and purpose of the property per Texas Local Government Code 272.001(g). Section 6. Cost Recapture, Reverter Clause, and Covenant Running with the Land The Special Warranty Deed of all lots to be sold shall include Cost Recapture, Reverter Clause, and Covenant Running with the Land as follows: Cost Recapture, Reverter, and Covenant Running with the Land The City of Corpus Christi has conveyed the lot for less than market value to be used for low-income and moderate-income housing. In this context, low-income and moderate-income housing is defined as a property that is sold for a price that does not exceed the New Homes HOME/Housing Trust Fund (HTF) Purchase Price Limit for 1-Unit for the Corpus Christi Metropolitan Statistical Area (MSA) established and published annually by U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 92.254 or rented for an amount that does not exceed the Fair Market Rent for the Corpus Christi MSA established and published annually by the U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 888.115. Within the next ten years from the date of execution, if any of the lots described herein are sold for a price that exceeds the most recently issued New Homes HOME/HTF Purchase Price Limit established and published annually by HUD or rented for an amount that exceeds the most recently issued Fair Market Rent established and published annually by HUD, the City of Corpus Christi is entitled to recapture the costs of the land. The recaptured costs of the land shall be calculated at $5.15 per square foot, representing the land's fair market value. A lot reverts to the City of Corpus Christi if: (1) a dwelling and lot are sold for a price that exceeds the most recently issued New Homes HOME/HTF Purchase Price Limit for 1- Unit for the Corpus Christi, TX MSA as established and published by 3 the U.S. Department of Housing and Urban Development per 24 C.F.R. § 92.254; or (2) a dwelling and lot are rented for an amount that exceeds the most recently issued Fair Market Rent as established and published by the U.S. Department of Housing and Urban Development per 24 C.F.R. § 888.115; and (3) the City of Corpus Christi is not paid a cost recapture for the land value of the lot at $5.15 per square foot within 90 days of the sale or rental. Payment can be made at 1201 Leopard St, Corpus Christ, TX 78401. The grantee agrees to abide by these conditions, and failure to comply with any of these conditions shall result in the automatic reversion of the lot and dwelling to the City of Corpus Christi. This restrictive covenant shall run with the land and bind all subsequent owners. These covenants shall run with the land for a period of 10 years from the date of this conveyance and shall automatically expire thereafter. This condition is designed to maintain the integrity and purpose of the property per Texas Local Government Code 272.001(g). Section 7. Notice of Option's Exercise The Optionee's election to exercise this Option shall be by executing and delivering to the City the attached Real Estate Sales Contract on or before the expiration date hereof. Upon delivery of said executed sales contract, the City shall forthwith execute the same within thirty days. Section 8. Assignability of Option Optionee shall not assign the Option. In the event an assignment is attempted in violation of this Section, then Optionees' rights under this Option Contract shall automatically and immediately terminate without notice. Section 9. Notice Unless otherwise provided herein, any notice, tender, or delivery to be given hereunder by either party to the other may be effected by personal delivery in writing or by registered or certified mail, postage prepaid, return receipt requested, and shall be deemed received as of actual receipt or three business days from mailing, whichever is earlier. Mailed notices shall be addressed as set forth below, but each party may change his or her address by written notice in accordance with this Section. To the City: City of Corpus Christi Attn: Director of Planning and Community Development P.O. Box 9277 Corpus Christi, TX 78469-9277 To the Optionee: 4 Community Development Corporation of Brownsville, dba CDCB I come dream, come build Attn: 901 E Levee Street Brownsville, TX 78520-5164 Section 10. Binding Effect This Option shall be binding on the City and shall inure to the benefit of Optionee. Remainder of page intentionally left blank; signature page to follow. 5 Executed this day of at County, Texas. Optionee Lynette Benavidez, Board Chairperson Date Community Development Corporation of Brownsville, dba CDCB I come dream, come build 901 E Levee Street Brownsville, TX 78520-5164 City Peter Zanoni, City Manager Date City of Corpus Christi P.O. Box 9277 Corpus Christi, Texas 78469 APPROVED AS TO FORM: Deputy City Attorney Buck Brice 6 Real Estate Sales Contract THE STATE OF TEXAS § KNOW ALL BY THESE PRESENTS COUNTY OF NUECES § This Contract is entered into by the City of Corpus Christi, a Texas home-rule municipality, with an address of 1201 Leopard Street, Corpus Christi, Nueces County, Texas 78401 ("Seller") and Community Development Corporation of Brownsville, dba CDCB I come dream, come build, a Texas Non-Profit Corporation with an address of 901 E Levee Street, Brownsville, TX 78520-5164 ("Buyer"). 1. Property. Seller, for the consideration and under the terms set out herein, agrees to convey to Buyer the following lots: 1) Lot 9, Jasmin Addition Subdivision, Corpus Christi, Nueces County, Texas located at or near 520 19th Street; 2) Lot 10, Jasmin Addition Subdivision, Corpus Christi, Nueces County, Texas located at or near at 520 19th Street; 3) Lot 11, Jasmin Addition Subdivision, Corpus Christi, Nueces County, Texas located at or near 518 19th Street; 4) Lot 12, Jasmin Addition Subdivision, Corpus Christi, Nueces County, Texas located at or near 516 19th Street; 5) Lot 13, Jasmin Addition Subdivision, Corpus Christi, Nueces County, Texas located at or near 514 19th Street; 6) Lot 14, Jasmin Addition Subdivision, Corpus Christi, Nueces County, Texas located at or near 512 19th Street; 7) Lot 15, Jasmin Addition Subdivision, Corpus Christi, Nueces County, Texas located at or near 510 19th Street; 8) Lot 16, Jasmin Addition Subdivision, Corpus Christi, Nueces County, Texas located at or near 508 19th Street. 2. Purchase Price. The purchase price is $10.00 per lot and the development of each lot for low-income or moderate-income housing. The Buyer will construct low- income or moderate-income housing on each lot conveyed. For this agreement, low and moderate-income housing is defined as properties that are sold for a price that does not exceed the New Homes HOME/Housing Trust Fund (HTF) Purchase Price Limit for 1-Unit for the Corpus Christi Metropolitan Statistical Area (MSA) established and published annually by U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 92.254 or rented for an amount that does not Pagel exceed the Fair Market Rent for the Corpus Christi MSA established and published annually by the U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 888.115. This condition is designed to maintain the integrity and purpose of the properties per Texas Local Government Code 272.001(g). 3. Title Insurance. The Buyer, at Buyer's expense, may acquire a title insurance policy that guarantees good and indefeasible title to the Property, without exceptions to title other than the standard printed exceptions and exceptions permitted under this Contract, and that wholly insures and indemnifies Buyer against any title defects or adverse claims. 4. Property Taxes. The City of Corpus Christi, as the owner of this property, is exempt from local property taxes. Any taxes due after conveyance are the responsibility of the Buyer. 5. Special Warranty Deed. Seller will execute a Special Warranty Deed, drafted in accordance with the provisions of this Contract, conveying the Property to Buyer. Buyer must make the cash payment. 6. Reverter Clause. The Special Warranty Deed for all lots sold shall include a reverter clause as follows: Reverter A lot reverts to the City of Corpus Christi if the grantee fails to construct a single-family dwelling for low-income or moderate-income housing on such lot and obtain a certificate of occupancy for such dwelling within two years from the date of conveyance. In this context, low and moderate-income housing is defined as properties that are sold for a price that does not exceed the New Homes HOME/Housing Trust Fund (HTF) Purchase Price Limit for 1-Unit for the Corpus Christi Metropolitan Statistical Area (MSA) established and published annually by U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 92.254 or rented for an amount that does not exceed the Fair Market Rent for the Corpus Christi MSA established and published annually by the U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 888.115. The grantee agrees to abide by these conditions, and failure to comply with any of these conditions shall result in the automatic reversion of the lot and dwelling to the City of Corpus Christi. This condition is designed to maintain the integrity and purpose of the property per Texas Local Government Code 272.001(g). 7. Cost Recapture, Reverter, and Covenant Running with the Land Clause. The Special Warranty Deed for all lots sold shall include Cost Recapture, Reverter, and Covenant Running with the Land clause as follows: Cost Recapture, Reverter, and Covenant Running with the Land The City of Corpus Christi has conveyed the lot for less than market value to be used for low-income and moderate-income housing. In this context, low-income and moderate-income housing is defined as a property that is Page 2 sold for a price that does not exceed the New Homes HOME/Housing Trust Fund (HTF) Purchase Price Limit for 1-Unit for the Corpus Christi Metropolitan Statistical Area (MSA) established and published annually by U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 92.254 or rented for an amount that does not exceed the Fair Market Rent for the Corpus Christi MSA established and published annually by the U.S. Department of Housing and Urban Development (HUD) per 24 C.F.R. § 888.115. Within the next ten years from the date of execution, if any of the lots described herein are sold for a price that exceeds the most recently issued New Homes HOME/HTF Purchase Price Limit established and published annually by HUD or rented for an amount that exceeds the most recently issued Fair Market Rent established and published annually by HUD, the City of Corpus Christi is entitled to recapture the costs of the land. The recaptured costs of the land shall be calculated at $5.15 per square foot, representing the land's fair market value. A lot reverts to the City of Corpus Christi if: (1) a dwelling and lot are sold for a price that exceeds the most recently issued New Homes HOME/HTF Purchase Price Limit for 1- Unit for the Corpus Christi, TX MSA as established and published by the U.S. Department of Housing and Urban Development per 24 C.F.R. § 92.254-1 or (2) a dwelling and lot are rented for an amount that exceeds the most recently issued Fair Market Rent as established and published by the U.S. Department of Housing and Urban Development per 24 C.F.R. § 888.115-1 and (3) the City of Corpus Christi is not paid a cost recapture for the land value of the lot at $5.15 per square foot within 90 days of the sale or rental. Payment can be made at 1201 Leopard St, Corpus Christ, TX 78401 . The grantee agrees to abide by these conditions, and failure to comply with any of these conditions shall result in the automatic reversion of the lot and dwelling to the City of Corpus Christi. This restrictive covenant shall run with the land and bind all subsequent owners. These covenants shall run with the land for a period of 10 years from the date of this conveyance and shall automatically expire thereafter. This condition is designed to maintain the integrity and purpose of the property per Texas Local Government Code 272.001(g). 8. Non-Transferable. Prior to constructing a single-family dwelling for low-income or moderate-income housing outlined in this agreement, the Buyer shall not transfer the property described herein. Any attempt to do so shall be null and void, and the party responsible shall be liable for any resulting damages incurred by the other party. Page 3 9. Property Maintenance. Upon conveyance, Buyer shall maintain the described properties by mowing all grass and vegetation as often as necessary to maintain a height of less than 12 inches, effective upon execution of this Agreement. Buyer shall not allow weeds or brush twelve inches or higher to grow on the described property. Additionally, the Buyer will keep the described properties free of litter and solid waste. 10. Closing. There shall be no formal closing for this transaction. Within 30 days of this Agreement's execution, Buyer will provide cash payment. Within 30 days of receipt of cash payment, Seller shall execute a Special Warranty Deed, drafted in accordance with the provisions of this Contract, conveying the Property to Buyer. Buyer will be responsible for recording the Special Warranty deed in the Real Property records of Nueces County. 11 . Survives Closing. This Contract survives the Conveyance of the Property and the delivery of the Special Warranty Deed and other necessary documents by Seller to Buyer, and all terms and conditions remain in effect between Seller and Buyer. 12. Property Condition. A. Buyer acknowledges and agrees that Buyer is purchasing the property "AS-IS" "WHERE-IS" and "WITH ALL FAULTS" without any warranties, representations or guarantees, either expressed or implied, of any kind, nature or type whatsoever from or on behalf of seller. Without limiting the generality of the foregoing, Buyer acknowledges and agrees that Seller hereby expressly disclaims any and all implied warranties concerning the condition of the property and any portions thereof, including but not limited to environmental conditions, presence or absence of hazardous materials and implied warranties of habitability, merchantability or fitness for a particular purpose. B. Buyer acknowledges and agrees that BUYER HAS NOT RELIED, AND WILL NOT RELY, upon any representations or warranties (oral or written) made by, or purportedly made on behalf of, Seller unless such representations and warranties are expressly set forth in this Contract. C. Except as otherwise specifically provided in this Contract, Buyer agrees that no representation by or on behalf of Seller have been made to Buyer as to the condition of the Property, any restrictions related to the condition of the Property, any restrictions related to the development of the Property, the applicability of or compliance with any governmental requirements, including but not limited to environmental laws or the suitability of the Property Page 4 for any purpose whatsoever. D. Buyer releases Seller from any claims it may have against the Seller now or in the future under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.A §§ 9601 et seq. as amended; the Resource Conservation and Recover Act, 42 U.S.C.A. §§ 6901 et seq. as amended; the Texas Solid Waste Disposal Act, Tex. Health & Safety Code §§ 361 .001 et seq. as amended; any other analogous state or federal statute; and common law arising from the environmental conditions of the Property or the presence of hazardous substances, solid wastes, or any other pollutants or contaminants on the Property. 13. Broker's Commission. Seller and Buyer have not commissioned a Broker to represent their interests, and neither are responsible for any brokerage or real estate commissions in connection with this Contract. Any costs associated with services to either party are the responsibility of the party that contracted the services. 14. Essential. Time is of the essence in closing this transaction. 15. Effective Date. The effective date of this Real Estate Sales Contract is the date on which the Contract is signed by the Seller. 16. Governing Law and Venue. This Agreement is subject to all federal, State, and local laws, rules, and regulations. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 17. Supersedes previous agreements. This Contract constitutes the only agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties respecting the subject matter of this Contract. 18. Counterparts: Multiple original copies of this contract may be executed, and the execution of this contract may be through the execution by the parties of separate counterparts. All of the original copies of this contract together shall constitute one agreement, binding on all of the parties hereto notwithstanding that the parties hereto may or may not be signatories to the same counterpart. Each of the undersigned parties authorizes the assembly of one or more original copies of this contract, such that each such original copy of this contract shall consist of (i) the body of this contract and (ii) counterpart signature pages and acknowledgment pages which collectively include all of the signatures and acknowledgments of the parties hereto. Each such contract shall constitute one original of this contract. 19. Assignment: Buyer shall not assign this Contract. Seller shall not assign this Page 5 Contract. In the event an assignment is attempted, in violation of this Section, then Buyer's rights under this Contract shall automatically and immediately terminate without notice. 20. Breach of Contract. Buyer's failure to develop the conveyed parcels for low- income or moderate-income housing as defined herein constitutes a breach of contract. Seller has all remedies in law for a breach of contract. 21. Government Function. This Agreement is to perform a governmental function solely for the public benefit, and the City does not waive its immunity by entering into and performing its obligations under the Agreement. 22. Deed Amendment. Upon request from Buyer, Seller will file an amended Special Warranty Deed if Buyer has started construction of a single-family dwelling but will be unable to obtain a certificate of occupancy within 2 years of the conveyance. The amended Special Warranty Deed will provide an additional year to obtain a certificate of occupancy prior to reversion. Page 6 Seller City of Corpus Christi Jeff H. Edmonds, P.E., Director of Engineering Services THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on 202_, by Jeff H. Edmonds, P.E., Director of Engineering Services of the City of Corpus Christi, a Texas municipal corporation, on behalf of said corporation. Notary Public in and for the State of Texas APPROVED AS TO LEGAL FORM THIS DAY OF 202 Assistant City Attorney City Legal Department Page 7 Buyer Community Development Corporation of Brownsville, dba CDCB I come dream, come build. Lynette Benavidez, Board Chairperson THE STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me on 202_, by Lynette Benavidez, Chair of Community Development Corporation of Brownsville. Notary Public in and for the State of Texas Page 8 �.Wi• it I � r�A r 406 1. ••. r•a��! • •off "•r1 a...►� - - - - i A„e. • ..�9 �14 APPRAISAL r- • s w . � 4.y�� • ..r Vie, Y �►J M ■ f � � I •... rr •'mow I 1 i a•� y N r f ' r REPORT 1 1 1 , • • th Street, Corpus NuecesCounty, Texas -.0. . . ............... CLIENT lowerypa.com April 26, 2024 Bobby Harraid, Jr. City of Corpus Christi Property& Land Acquisition Manager 1201 Leopard Street, Corpus Christi,Texas 78469-9277 VACANT LAND 536 19'"Street, Corpus Christi, Nueces County,Texas In accordance with your request and authorization,we have completed an Appraisal Report of the captioned property for the purpose of developing an opinion of the market value of the subject property. It is our intent to comply with 12 CFR, Subpart C -Subsection 34.42(g), Department of the Treasury, Office of the Comptroller of the Currency, as well as the Uniform Standards of Professional Appraisal Practice (USPAP) and FIRREA. It should be noted that the undersigned have experience in appraising properties considered similar to the subject, in the subject market area, and therefore comply with the Competency Rule as outlined in USPAP. The following report, plus the Addenda, sets forth our findings and conclusions. Maps, plats and photographs that are considered essential to explain the reasoning followed in making the appraisal have been included and the conclusions are expressed therein.Also, no hazardous materials orwaste were noted upon inspection of the subject property.Please refer to the Basic Assumptions and Limiting Conditions section of this report. USPAP Standards Rule 1-2(h) states that an appraiser must identify the scope of work necessary to complete an assignment.The scope of work is acceptable when it is consistent with: (1) the expectations of participants in the market for the same or similar appraisal services; and (2) what the appraiser's peers' actions would be in performing the same or similar assignment in compliance with USPAP. In the case of the subject property, both of these USPAP criteria have been met. NOTEWORTHY POINTS ■ The subject property is a 0.0733-acre (3,192 SF) vacant tract of land. ■ The subject is neither under contract of sale, nor is it listed for sale on the open market. ■ The Sales Approach was fully developed herein.The Income and Cost Approaches to value were omitted and not considered necessary for credible assignment results. The Cost Approach was not considered to be applicable due to the lack of improvements located on the subject site which contribute value. The Income Approach was not considered to be applicable due to the subject as a non-income producing piece of land. The omission of the Income and Cost Approaches to value are not considered to, in any way, reduce the reliability of the value conclusions herein. The appraisal, subject to the assumptions and limiting conditions as expressed herein and conducted according to the Uniform Standards of Professional Appraisal Practice, led us to develop an opinion of market value as follows: VALUE CONCLUSION Status Interest Date Value As Is Fee Simple April 16,2024 $16,000 Support and explanation for our value conclusion is explained in detail in the contents of the attached report. It has been a pleasure to assist you, and if we can be of service to you in the future, please let us know. Lowery Property Advisors, LLC MARIO CARO,MAI,AI-GRS,SR/WA BRIAN BORMANN Texas State Certified General Real Estate Appraiser Texas State Certified General Real Estate Appraiser Certificate No.TX1334889-G Certificate No.TX1381102-G mario@lowerypa.com brian@lowerypa.com BENJAMIN SAUNDERS JEFFREY K.WALTERS Texas State Certified General Real Estate Appraiser Texas State Certified General Real Estate Appraiser Certificate No.TX1381348-G Certificate No.TX1380924-G bsaunders@lowerypa.com jeff@lowerypa.com CONTENTS SALIENTDATA................................................................................................................................................................... 1 SUBJECTPHOTOS ............................................................................................................................................................. 2 INTRODUCTION ................................................................................................................................................................4 SCOPEOF WORK............................................................................................................................................................. 5 REGIONAL......................................................................................................................................................................... 6 NEIGHBORHOOD........................................................................................................................................................... 10 DEMOGRAPHICS............................................................................................................................................................ 16 ECONOMICUPDATE...................................................................................................................................................... 20 SITEDESCRIPTION........................................................................................................................................................... 27 PROPERTYHISTORY ........................................................................................................................................................33 REALESTATE TAXES.........................................................................................................................................................34 HIGHEST & BEST USE .......................................................................................................................................................35 LANDVALUATION..........................................................................................................................................................37 MARKETING / EXPOSURE TIME ...................................................................................................................................... 47 ASSUMPTIONS & LIMITING CONDITIONS......................................................................................................................48 CERTIFICATION............................................................................................................................................................... 50 ADDENDUM.................................................................................................................................................................... 51 SALIENT DATA CORPUS CHRISTI•TEXAS VACANT LAND SALIENT DATA GENERAL Date of Valuation April 16, 2024"As Is" Date of Inspection April 16, 2024 Property Rights Appraised Fee Simple SITE Location The subject property is located along the east side of 19th Street,just north of Mary Street. The address associated with the subject property is 536 19th Street, Corpus Christi, Nueces County, Texas. Site Description Per the Nueces County Appraisal District, the subject site is a 0.0733- acre (3,192 SF) tract of vacant land. The site is generally rectangular in shape with generally level topography.The property is not located in a designated flood plain. Reader is referred to the Site Description section for further details. Legal Description Lot 2, Jasmin Addition, City of Corpus Christi, Nueces County, Texas Zoning "RS-6" -Single-Family 6 District IMPROVEMENTS General Description The subject site is currently vacant land with no improvements. HIGHEST & BEST USE As Vacant Residential development PA 2024.04.139 PAGE 1 SUBJECT PHOTOS CORPUS CHRISTI•TEXAS VACANT LAND SUBJECT PHOTOS =d: AK I _ " 1, LPA 2024.04.139 PAGE 2 � 4g► N w;. 973 2 N Marguerite St 425 M' .• .- k r M-y St F.t,rry St p _- rrAftn »: G ' � t 4 •- �' -a ■ ■ Morris M rr - ■ St Joseph School - ,,:,� re pa it rlo:e ` .ci3 St Juseph:s I Catholic Church r■a, pI �v+mommmmmwww+f ■ �, �I _ i a. pia i 6 ' INTRODUCTION CORPUS CHRISTI•TEXAS VACANT LAND INTRODUCTION This is an Appraisal Report, which is intended to comply with the reporting requirements set forth under Standards Rule 2-2(a) of the Uniform Standards of Professional Appraisal Practice for an Appraisal Report. Supporting documentation concerning the data, reasoning and analyses is retained in the appraiser's file. The depth of discussion contained in this report is specific to the needs of the client and for the intended use stated below. The appraiser is not responsible for unauthorized use of this report. Furthermore, as agreed upon with the client prior to the preparation of this appraisal, this is an appraisal as set forth by USPAP. TYPE OF VALUE The value definition employed in this report is Market Value as defined in 12 CFR - Part 34.44 (FIRREA), Department of the Treasury, Office of the Comptroller of the Currency. Market value means the most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: ■ Buyer and seller are typically motivated; ■ Both parties are well informed or well advised,and acting in what they consider their own best interests; ■ A reasonable time is allowed for exposure in the open market; ■ Payment is made in terms of cash in US dollars or in terms of financial arrangements comparable thereto; and ■ The price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. Intended Use Internal Management Decisions Intended Users City of Corpus Christi Client City of Corpus Christi Interest Valued Fee Simple Date of Valuation April 16, 2024 "As Is" Date of Inspection April 16, 2024 Date of Report April 26, 2024 PA 2024.04.139 PAGE 4 SCOPE OF WORK CORPUS CHRISTI•TEXAS VACANT LAND SCOPE OF WORK The scope of the assignment relates to the extent and manner in which research is conducted, data is gathered and analysis is applied. In preparing this appraisal, the appraisers did the following: ■ Inspected the subject property; ■ Search the applicable market area for comparable market data. We utilized multiple sources including but not limited to: Costar, Loopnet, area brokers, local MLS, as well as our proprietary database. ■ Interviewed landowners and local brokers familiar with the subject area and considered their insight of the current market and transactions; ■ Obtained information from surrounding counties and area jurisdictions regarding zoning, taxes, property history, flood plain, utilities, etc. ■ Developed an opinion of the market value via the Sales Approach. The inclusion or exclusion of approaches to value was determined by LPA and not our client. ■ The Sales Approach was fully developed herein. The Income and Cost Approaches to value were not considered necessary for credible assignment results. The omission of the Income and Cost Approaches to value are not considered to, in any way, reduce the reliability of the value conclusions herein. The Cost Approach was not considered to be applicable due to the lack of improvements located on the subject site. The Income Approach was not considered to be applicable due to the subject as a non-income producing piece of land. ■ To develop the opinion of value, the appraiser performed an appraisal process, as defined by the Uniform Standards of Professional Appraisal Practice. Extraordinary Assumptions & Hypothetical Conditions It is emphasized that per USPAP, "the use of extraordinary assumptions and or hypothetical conditions may have affected assignment results." These terms are defined as follows: Extraordinary Assumption, "an assignment-specific assumption as of the effective date regarding uncertain information used in an analysis which, if found to be false, could alter the appraiser's opinions or conclusions." This report is made with the following extraordinary assumption(s): ■ None Hypothetical Condition, "a condition, directly related to a specific assignment, which is contrary to what is known by the appraiser to exist on the effective date of the assignment results, but is used for the purpose of analysis." This report is made with the following hypothetical condition(s): ■ None LPA 2024.04.139 PAGE 5 REGIONAL CORPUS CHRISTI•TEXAS VACANT LAND REGIONAL The subject is located in the Corpus Christi Metropolitan Statistical Area (MSA) which is located on the Texas Gulf Coast, approximately midway between Houston and the Mexican border. It is 200 miles southwest of Houston, 200 miles south of Austin, 130 miles southeast of San Antonio and 130 miles north of the Mexican border.The MSA covers three counties-Aransas, Nueces, and San Patricio. I)ALI ti .il iD I"- 6} "a _.. rxKe eer ''"I" raemercsT caerwscrielsa 4��' Corpus ChrlSiltang y4 s 'g Roue Dun LPA 2024.04.139 PAGE 6 REGIONAL CORPUS CHRISTI•TEXAS VACANT LAND DEMOGRAPHICS According to Esri, the 2021 population estimate of the Corpus Christi Metropolitan Area is 442,600, making it the 7th largest metropolitan area in the Texas. Based on that estimate, the area gained approximately 5,300 new residents between 2020 and 2021.The main industries of the area include military, oil production, shipping, and construction. Leisure and hospitality industries are also important to the area, as the coast attracts many tourists. ECONOMICS Corpus Christi MSA Corpus Christi's economy has paused in recent months, with job growth slowing nearly to a halt. Professional services and government have been especially weak, declining since August. However, core manufacturing is advancing a bit faster than most other industries. The unemployment rate has been relatively steady in the range of 4.5%, more than 0.5 percentage point higher than the national rate. The labor force has stopped rising in recent months after gaining earlier in 2023, but it remains above where it was in early 2020. Housing market data have been mixed. Manufacturing was weak in 2023, but the chances of a rebound in 2024 are beginning to improve. Petrochemical refining as well as equipment and supplies related to drilling makes up the bulk of local production. From the peak in March 2022 through mid-2023, oil prices fell by approximately $50 per barrel, setting in motion a decline in Texas' active drill rigs throughout 2023. The subsequent price gyrations only added to uncertainty, further subduing exploration. On the positive side, exploration companies have been able to boost production of existing wells via improvements in productivity. The forecast is for West Texas Intermediate to rise back into the mid-$80 per barrel range this year, the expectation is that once companies are confident prices will remain elevated, the industry will revive. Separately, in early 2023, Tesla began constructing a lithium-refining facility near Corpus Christi that will support the production of batteries for electric vehicles. The company projects that the plant will be operational in 2024, initially resulting in a few hundred permanent jobs. In the meantime, the facility's construction is adding an additional 500 or more jobs. The logistics industry should continue the recovery that began toward the end of 2023 following a decline through most of the year. One factor behind the recovery is that the Port of Corpus Christi Ship Channel is working on an expansion after receiving federal funding at the end of 2022. Completion is expected this year, resulting in a wider and deeper port better able to accommodate rising export flows of energy and agricultural products. Further, Cheniere is planning a 12 million-ton per year expansion of its local natural gas liquefaction facility. A driver of this activity has been Russia's invasion of Ukraine, which led European and other natural gas importers to seek alternative sources of supply. As a result, in 2022, the U.S. became the world's second-largest exporter after Qatar. LPA 2024.04.139 PAGE 7 REGIONAL CORPUS CHRISTI•TEXAS VACANT LAND Residential construction rebounded modestly from its sharp contraction in 2022, but still-elevated mortgage rates will limit further gains in 2024. After house prices fell in the first half of 2023, prices have begun to rise moderately. But demographics will curb gains in housing in the longer term. In particular, there has been no population growth in recent years. One reason is that because the number of high-wage jobs is only half the national share, out-migration occurs as workers search for better jobs elsewhere.Another constraint is that the number of adults with a bachelor's degree is only two-thirds the national share, limiting the metro area's attractiveness for employers considering relocation. Strengths ■ Port of Corpus Christi expansions lead to growth in exports. ■ Rising demand for LNG boosts the distribution industry. Weaknesses ■ Lack of well-paying jobs accelerates outmigration as residents relocate to larger metro areas such as Dallas and Houston. ■ Uncertainty surrounding oil prices causes oil companies to hold back on investment. 2019 2020 2021 2022 2023 INDICATORS 2024 2025 2026 2027 2028 26.8 25.5 27.7 26.8 27.3 Gross metro product (C12$bil) 28.2 28.8 29.6 30.4 31.3 0.4 -5.1 8.5 -3.0 1.8 %change 3.2 2.2 2.6 2.9 3.0 193.9 181.3 183.9 190.3 194.8 Total employment (ths) 197.5 199.5 201.0 202.4 203.9 0.3 -6.5 1.4 3.5 2.4 %change 1.4 1.0 0.8 0.7 0.7 4.3 9.1 7.1 4.9 4.5 Unemployment rate (%) 4.2 4.2 4.2 4.1 4.1 6.0 4.7 10.5 2.2 6.7 Personal income growth (%) 4.4 4.4 4.4 4.5 4.5 55.5 57.3 58.9 61.4 64.0 Median household income ($ths) 66.1 68.3 70.7 73.3 75.9 445.7 446.0 447.8 451.4 455.1 Population (ths) 458.2 460.9 463.5 466.1 468.6 -0.2 0.1 0.4 0.8 0.8 %change 0.7 0.6 0.6 0.6 0.6 -2.5 -0.6 1.7 3.2 2.6 Net migration (ths) 1.9 1.7 1.6 1.7 1.8 1842.0 1819.0 2423.0 2092.0 1894.4 Single-family permits (#) 1377.1 1484.9 1600.5 1599.4 1571.2 214.0 277.0 366.0 5.0 67.8 Multifamily permits (#) 451.0 442.0 472.4 494.0 484.1 3.0 4.6 12.0 14.3 3.0 FHFA house price (1995Q1=100) 1.4 -0.9 -0.1 1.1 2.1 Moodys Analytics PA 2024.04.139 PAGE 8 REGIONAL CORPUS CHRISTI•TEXAS VACANT LAND MAJOR ATTRACTIONS Corpus Christi is a popular tourist destination because of its mild climate and location. It is the most frequented vacation destination in Texas with 10.61 million annual visitors.Most visitors are the traditional summer beach visitors and "Winter Texans" which pump an estimated$1.35 billion annually into the local economy. Corpus Christi convention activity is focused in the area at the north end of Shoreline Boulevard near the Harbor Bridge. The American Bank Center Convention Center events support a number of hotels in the downtown Bay Front area.The center(located at 1901 N.Shoreline Boulevard-north of IH 37 and east of US 181) opened in late 2004 and features a 2,526-seat auditorium, a sports arena seating 10,500 and meeting and exhibition space. The sports arena is home to Corpus Christi's Ice-rays hockey team and the Texas A&M - Corpus Christi University basketball teams. Whataburger Field is home to the Corpus Christi Hooks, the Double-A affiliate of the Houston Astros. TRANSPORTATION Corpus Christi International Airport The Corpus Christi International airport serves the coastal bend of Texas.The four airlines that serve CCIA are American, Southwest, and United Airlines. These airlines provide direct flights to both airports in Houston as well as in Dallas. Port of Corpus Christi The Intracoastal Waterway and the Port of Corpus Christi make Corpus Christi a major transportation and bulk cargo center. The port is the 8th largest in the nation in terms of annual tonnage and is located mid-way along the Texas coast on the Gulf of Mexico (approximately 150 miles north of the United States/Mexico border) just north of IH 37 and the Central Business District (CBD). Low-cost barge transportation is available on this 1,177-mile waterway that links Corpus Christi with 9,812 miles of commercially navigable waterways in the mid-continent regions of the Mississippi River and its tributary systems as well as 2,500 miles of waterway along the Gulf of Mexico. The Texas Department of Transportation The main thoroughfares that serve the area are I-37,which provides easy access to San Antonio, State Highway 35, which connects the area to Houston, and US Highway 77, which connects 7n� the area to the Rio Grande Valley. Other important roadways include State Highways 358 and 361, which connect the city to Padre Island. CONCLUSION Corpus Christi will improve slowly in 2024 as the energy and distribution industries recover. Longer term, weak population growth and other structural factors will constrain growth. PA 2024.04.139 PAGE 9 REGIONAL CORPUS CHRISTI•TEXAS VACANT LAND NEIGHBORHOOD A neighborhood is typically a segment of a community, city or town which is a homogeneous grouping of individuals, buildings or business enterprises within the larger community. A neighborhood has three stages of life and possibly a fourth. They are (1) integration (the development stage), (2) equilibrium (the static stage), (3) disintegration (the declining or decaying stage), and possibly (4) a redevelopment or rejuvenation state or period and continuance of the neighborhood life cycle. o 0 0 0 ©Mea nsville Cemetery 0 Doyle 11 UFO P Posit.Cemeteryq /fake Park H-E_B. Duth Park Asa ANNAVILLE (yw� 164I • `\\ 0 4 North Beacl/ Texas State Aquarium oJBorchard _ nal Fairgrounds .......n - � C,Or u iiChrl5tl f � SUBJECT i' CF=�- Violet O 'C © Cole Park CENTRAL tIiY A Corpus Christi r 0 International 0 O Airport he Home pot' 0 ® �.MOLINA 0 3a ®4 (�'�.Driscaf Chtldref Memory `�Hoepita'' Gardens Funeral Home &Cemetery P L5? yes 0 .:r Un Tet o I 0 Carpus Christi Gun Clubv H-E-B® � Sams Club BAY ARE v Tierra Grande L� F431 souTn AIDE Petronila Lam'= (J 0 (2_g South Texas 01 Botanical W Gardens& Pre Modern American Cheer Nature Center 777 O O C O n r LPA 2024.04.139 PAGE 10 REGIONAL CORPUS CHRISTI•TEXAS VACANT LAND • LOCATION The subject property is located in the City of Corpus Christi, Nueces County, Texas.The subject neighborhood is best defined by use patterns, as well as the location of major thoroughfares and natural boundaries. Neighborhood boundaries are generally defined as the city limits of Corpus Christi. GENERAL INFO Corpus Christi is a coastal city in the South Texas region, which is 130 miles southeast of San Antonio. Corpus Christi has a population of 327,423 people with a median age of 35.7 and a median household income of $57,387. Between 2016 and 2021 the population of Corpus Christi grew from 325,734 to 327,423, a 0.52% increase and its median household income grew from $54,344 to $57,387, a 5.60% increase. This city is home to a number of popular destinations for both tourist and residents. Most of the local economy is driven by tourism and the oil and petrochemicals industry.The city's location provides opportunities for water sports and nature tourism. Some of the most visited attractions are located on North Beach, where the Texas State Aquarium and the USS Lexington Museum on the Bay are located. The Port of Corpus Christi, which is the fifth largest U.S. Port and deepest inshore port on the Gulf of Mexico, handles mostly oil and agricultural products. Corpus Christi is home to several institutions of higher learning such as Texas A&M University-Corpus Christi, De Mar College, and numerous vocational schools. The city has six school districts which provide primary and secondary education for residents. The market area is a combination of vacant land, single-family residential, retail, multifamily, office and industrial uses. Retail/commercial development is primarily located along major thoroughfares such as SH 358(South Padre Island Drive). Residential uses are located on secondary thoroughfares. PA 2024.04.139 PAGE 1 1 REGIONAL CORPUS CHRISTI•TEXAS VACANT LAND CORPUS CHRISTI DOWNTOWN Corpus Christi's Downtown/Bayfront area has great hotels, some of the city's finest dining options, a marina and museums. The Marina Arts District in downtown features excellent eateries, art, original music and festivals. The Sports, Entertainment and Arts District (SEA District) is located at the southern edge of the Corpus Christi Ship Channel.The SEA District includes the Museum of South Texas, the Corpus Christi Museum of Science and History, Concrete Street Amphitheater and Hurricane Alley Waterpark. Whataburger Field, home to the Corpus Christi Hooks (Double-A affiliate of the Houston Astros), is also located in the SEA District. McGee Beach is located on the downtown seawall and offers a beach that is perfect for children and fishing along the jetties. The Mirador de la Flor is located on the Corpus Christi Bayfront Seawall which is located at the Peoples Street T-Head and is popular among tourists. Selena Quintanilla Perez was an 'r,l� acclaimed Tejano singer born in Corpus Christi whose life and music touched the community and many people around the :` w world. The life size-bronze statue was sculpted by H.W. "Buddy" _ Tatum, awell-known Corpus Christi artist. MM Established in 1923, the Corpus Christi Yacht Club is located in Downtown Corpus Christi along Coopers Alley.The two-story private club is equipped with a full-service restaurant/bar and outdoor pool which hosts various events such as weddings, luncheons, and social �- gatherings. The Yacht Club regularly hosts regattas and offers a learn-to-sail program to both members and non-members between ages 6-18. This allows students to learn about water safety, rigging techniques, sailing skills, knots, and weather before venturing outside of the club's marina by the end of season. LPA 2024.04.139 PAGE 12 REGIONAL CORPUS CHRISTI•TEXAS VACANT LAND NAVAL AIR STATION CORPUS CHISTI NAS Corpus Christi was commissioned on March 12, 1941 after a board found that a lack of training facilities capable of .- meeting an emergency demand for pilots constituted a grave situation. NAS CC provided intermediate flight training in World War II, training naval pilots to fly SNJ, SNV, SNB, OS2U, PBY, and N3N airplanes. In 1944 it was the largest naval aviation training facility in the world. The facility covered 20,000 acres, had 997 hangars, shops, barracks, warehouse and accessory buildings. Today, Training Air Wing FOUR produces approximately 400 newly qualified aviators each year via the "Maritime Pipeline" for shore-based US Navy, US Marine Corps and US Coast Guard fixed—wing jet and turboprop aircraft. Training Air Wing FOUR consists of four squadrons which handle training in the T-613 Texan II, a single engine turboprop aircraft and advanced training in the twin engine T-44C Pegasus aircraft. NAS Corpus Christi is also home to the Corpus Christi Army Depot, the largest helicopter repair facility in the world. NORTH BEACH DEVELOPMENTS North Beach is the home of Corpus Christi's top tourist attractions - The USS Lexington Museum and the Texas State Aquarium,which both attract approximately 800,000 visitors annually.The USS Lexington Museum is a World War II vintage aircraft carrier that now services as a naval aviation museum and educational facility. Commissioned in 1943, the carrier served the United States longer and set more records than any other carrier in the history of naval aviation. The Texas State Aquarium mission is to engage people with animals, inspire appreciation for our seas and support wildlife conservation. North Beach offers a good variety of places to eat and drink and awesome bayfront views, a 1.5-mile-long sandy beach, and Concrete Beachwalk. Two fishing jetties are located on North Beach at the north and south ends. In 2017, Frazier started planning Lighthouse Pointe, a $25 million project at the tip of North Beach on the west side of U.S. Highway 181, across from the subject property.The complex will feature 159 luxury + rs one, two, and tree-bedroom apartment _ units, eight townhomes, a marina, spa, restaurant, chapel and a 136-foot Texas lighthouse.As of June 2022,the construction is still on going and is expected to be complete before the end of 2022. PA 2024.04.139 PAGE 13 REGIONAL CORPUS CHRISTI•TEXAS VACANT LAND ACCESS Access to the subject neighborhood is considered good due to its close proximity to U.S. Highway 181 to the west. U.S. Highway 181 originates in downtown Corpus Christi and connects Corpus Christi to Portland and extends far northwest to San Antonio. Interstate 37 is to the south of the subject which provides a direct link to both Interstate Highway 35 and Interstate Highway 10 in San Antonio. Interstate 69E/ US Highway 77 connects the city to Brownsville to the south and Victoria and Waco to the north. Texas State Highway 44 is a main thoroughfare that connects Corpus Christi to Laredo and the western part of South Texas by way of Interstate 69W / US Highway 59, Interstate 35, and US Highway 83. The inner-city public transportation is provided by Corpus Christi Regional Transportation Authority with its bus route. Other primary thoroughfares include Highway 286 (Crosstown Expressway) and Highway 358 (South Padre Island Drive). UTILITIES The majority of the city of Corpus Christi is adequately served by all the typical utilities, including water, sewer, electric service, natural gas, septic and public telephone. Major utility companies servicing the neighborhood include the City of Corpus Christi and TXU Electric Company. NUISANCES & HAZARDS Nuisances and hazards are limited in the subject neighborhood. Vibration, smoke, smog, odors and intense noise are basically related to vehicular traffic along the major thoroughfares. As in any area, traffic density poses problems ranging from congestion to noise. These problems are not severe and are a natural part of most communities. PA 2024.04.139 PAGE 14 REGIONAL CORPUS CHRISTI•TEXAS VACANT LAND LIFE CYCLE Each neighborhood has a unique and dynamic quality all its own, given man's unique imagination, design and development of an area. This quality is described as a "life cycle,"which is identified in The Appraisal of Real Estate as evolving through the following four stages. Growth Neighborhood gains public favor and acceptance Stability Equilibrium without marked gains or losses Decline Diminishing demand Revitalization Renewal, modernization and increasing demand Overall, the subject neighborhood appears to be in the stability period of its life cycle. Land prices have increased. The immediate area is a well-established area within the city of Corpus Christi and is considered to be approximately 70%developed. Properties appear to range in age from new to over 50 years. CONCLUSION The subject neighborhood is located in Corpus Christi, Nueces County, Texas. Demand for virtually all types of real estate in this area has been mostly stable in recent years. The future growth of the neighborhood relies heavily upon the strength of the economy and the overall strength of the real estate market within the entire Corpus Christi area. The subject property displays good locational attributes in the defined neighborhood and should benefit from any positive economic conditions experienced by the immediate area. PA 2024.04.139 PAGE 15 DEMOGRAPHICS CORPUS VACANT I-AND DEMOGRAPHICS The following pages summarize data generated by the STDB. gpesa Slt- f'1- p 4 ' r DEMOGRAPHICS CORPUS CHRISTI•TEXAS VACANT LAND Gesri' Prepared by Esri Rings: 1,3, 5 mile radii _atitude. 21.i8513 Longitude: -97.41330 1 mile 3 miles 5 miles Mortgage Income 2023 Percent of Income for Mortgage 15.41/❑ 14.99'❑ 17.5% Median Household Income 2023 Median Household Income $29,337 $38,894 $44,917 2028 Median Household Income $31,857 $42,995 $50,795 2023-2028 Annual Rate 1.66% 2.03% 2.49% Average Household Income 2023 Average Household Income $46,562 $61,618 $66,667 2028 Average Household Income $52,576 $68,934 $74,688 2023-2028 Annual Rate 2.46% 2.27% 2.30% Per Capita Income 2023 Per Capita Income $17,402 $23,069 $24,901 2028 Per Capita Income $19,986 $26,211 $28,271 2023-2029 Annual Rate 2.81% 2.59% 2.57% GINI Index 2023 Gini Index 46.5 46.3 44.5 Households by Income Current median household income is$44,917 in the area,compared to$72,603 for all U.S.households.Median household income is projected to be$50,795 in five years,compared to$82,410 for all U.S.households Current average household income is$66,667 in this area,compared to$107,008 for all U.S.households. Average household income is projected to he$74,688 in five years,compared to$122,048 for all U.S.households Current per capita income is$24,901 in the area,compared to the U.S.per capita income of$41,310. The per capita income is projected to be$28,271 in five years,compared to$47,525 for all U.S.households Housing 2023 Housing Affordability Index 141 148 126 2010 Total Housing Units 6,163 31,472 53,604 2010 Owner Occupied Housing Units 2,218 14,574 27,494 2010 Renter Occupied Housing Units 3,001 13,103 20,352 2010 Vacant Housing Units 944 3,795 5,758 2020 Total Housing Units 5,695 28,942 51,426 2020 Owner Occupied Housing Units 1,859 12,778 25,067 2020 Reuter Occupied Housing Units 2,797 12,136 19,982 2020 Vacant Housing Units 1,D05 4,039 6,362 2023 Total Housing Units 5,740 29,074 52,077 2023 Owner Occupied Housing Units 2,009 13,289 26,415 2023 Renter Occupied Housing Units 2,626 11,509 18,746 2023 Vacant Housing Units 1,103 4,276 6,916 2028 Total Housing Units 5,766 29,270 52,525 2028 Owner Occupied Housing Units 2,046 13,423 26,713 2028 Renter Occupied Housing Units 2,603 11,405 18,656 2028 Vacant Housing Units 1,117 4,442 7,156 1 mile 3 miles 5 miles Population 2010 Population 15,913 78,073 134,958 2020 Population 13,782 68,641 123,036 2023 Population 13,573 67,628 122,310 2028 Population 13,486 66,949 121,485 2010-2020 Annual Rate -1.431/a -1.281/. -0.92% 2020-2023 Annual Rate -0.47% -0.46% -0.18% 2023-2028 Annual Rate -0.13% -0.20% -0.14% 2020 Male Population 51.9% 50.1T. 49.8% 2020 Female Population 48.1% 49.9% 50.2% 2020 Median Age 38.8 39.2 38.6 2023 Male Population 50.8% 49.7% 49.3% 2023 Female Population 49.211h 50.3% 5D.7% 2023 Median Age 37.3 37.9 37.6 In the identified area,the current year population is 122,310.In 2020,the Census count in the area was 123,036. The rate of change since 2020 was-0.18%annually.The five-year projection for the population in the area is 121,485 representing a change of-0.14%annually from 2023 to 2028.Currently,the population is 49.3%male and 50.7%female. Median Age The median age in this area is 37.6,compared to U.S.median age of 39.1. LPA 2024.04.139 PAGE 17 DEMOGRAPHICS CORPUS CHRISTI•TEXAS VACANT LAND i esn" Demographic and Inc. _ Profile Prepared by Esri Ring: 3 mile radius Latitude: 27.78513 Longitude: -97.41330 Summary Census 2010 Census 2020 2023 2028 Population 78,073 68,641 67,628 66,949 Households 27,677 24,914 24,798 24,828 Families 18,147 16,020 15,642 15,594 Average Household Size 2.72 2.65 2.62 2.59 Owner Occupied Housing Units 14,574 12,778 13,269 13,423 Renter Occupied Housing Units 13,103 12,136 11,509 11,405 Median Age 35.9 39.2 37.9 39.6 Trends: 2023-2028 Annual Rate Area State National Population -0.20% 0.970/. 0.300/. Households 0.02% 1.151% 0.499% Families -0.06% 1.161% 0.44% Owner HHs 0.20% 1.38% 0.66% Median Household Income 2.03% 2.56% 2.57% 2023 2028 Households by Income Number Percent Number Percent <$15,000 4,308 17.4% 4,068 16.40/. $15,000-$24,999 3,362 13.61/o 2,923 11.8%a $25,000 $34,999 3,549 14.31/. 3,295 13.3% $35,000 $49,999 3,592 14.51/. 3,487 14.0% $50,000 $74,999 3,865 15.6% 4,026 16.2% $75,000-$99,999 2,582 10.41/6 2,870 11.6% $100,000-$149,999 2,106 8.5% 2,450 9.9% $150,000-$199,999 647 2.61/. 827 3.3% $200,000+ 786 3.21/o 880 3.5% Median Household Income $38,894 $42,995 Average Household Income $61,618 $68,934 Per Capita Income $23,069 $26,211 Census 2010 Census 2020 2023 2028 Population by Age Number Percent Number Percent Number Percent Number Percent 0-4 5,866 7.5% 4,106 6.0% 4,507 6.7% 4,435 6.61f. 5-9 5,713 7.3% 4,318 6.3% 4,495 6.61/. 4,243 6.31/n 10- 14 5,500 7.0% 4,574 6.7% 4,419 6.5% 4,258 6.41/n 15- 19 5,627 7.2% 4,704 6.9% 4,326 6.4% 4,105 6.11/o 20-24 5,309 6.8% 4,279 6.20/a 4,317 6.40/. 4,160 6.2% 25-34 10,217 13.1% 8,815 12.8% 9,264 13.7% 8,356 12.5% 35-44 9,147 11.7% 8,404 12.20% 8,116 12.0% 8,390 12.5% 45-54 11,115 14.2% 8,058 11.7% 7,313 10.8%a 7,301 10.91% 55-64 8,857 11.3% 9,530 13.91/a 8,168 12.1% 7,525 11.21/o 65-74 5,245 6.7% 6,929 10.10% 6,890 10.2% 7,333 11.00/0 75-84 3,789 4.9% 3,351 4.9% 3,953 5.8% 4,738 7.1% 85+ 1,686 2.2% 1,574 2.3% 1,857 2.7% 2,105 3.11/n LPA 2024.04.139 PAGE 18 DEMOGRAPHICS CORPUS CHRISTI•TEXAS VACANT LAND esri- Demographic and Inc. _ Profile Prepared by Esri Ring: 3 mile radius Latitude: 27.78513 Longitude: -97.41330 Trends 2023-2028 2.s z 2 L W � 1.5 a-' 1 �° 0.5 Area State 0- f USA Population Households Families Owner HHs Median HH Income Population by Age 12 10 c 8 v L a 6 4 2023 2 2028 0 0-4 5-9 10-14 15-19 20-24 25-34 35-44 45-54 55-64 65-74 75-84 85+ 2023 Household Income $1SK-$24K 13.6% $25K-$34K 14.3% [$15K 17.4% $200K+ $35K-549K 3.2% 14.5% $150K-$199K 2.6% $100K-$149K 8.5% $50K-$74K $75K-$99K 15.61% 10.4% LPA 2024.04.139 PAGE 19 ECONOMIC UPDATE CORPUS CHRISTI•TEXAS VACANT LAND ECONOMIC UPDATE LPA is committed to monitoring the current economic environment. The following section analyzes several current economic factors such as the lingering effects of COVID-19, inflation, gas prices, supply chain issues, unemployment, etc. and the effects on commercial real estate. COVID-19 As COVID-19 began in 2020, unemployment reached a high of 14.7%. GDP declined 34% in Q2 2020, The CARES Act, enacted shortly after the beginning of COVID, was a shot in the arm of the U.S. economy. Throughout 2020 and as we entered 2021, the economy began to ease slightly. In 2021 the U.S. began offering four vaccines: Johnson & Johnson, Pfizer, Moderna, and Novavax. Although riddled with supply chain problems and closing businesses, the unemployment rate continuously decreased to 3.5%where it stands as of August 2022. GDP has increased since Q2 2020. The U.S. government has enacted various monetary and fiscal policies to assist the economy, such as $377 billion in emergency grants and loans for small businesses and decreasing the federal fund rate. Although the economy is recovering from COVID-19, these are still unpredictable times. Outlined below is a timeline of important events in the history of the pandemic. Jan 2020 The first instance of the coronavirus is seen in the U.S. Mar 2020 The World Health Organization declares COVID-19 a worldwide pandemic. Mar 2020 President Trump signs a $2 Trillion economic stimulus bill. Feb 2021 Pfizer, Moderna, and Johnson &Johnson vaccine all approved for emergency use. Mar 2021 Congress passes the American Rescue Plan, the largest stimulus bill to date. Mar 2022 The Federal Reserve raised interest rates for the first time since 2018 in order to combat rapid inflation. Jun 2022 U.S removes Covid testing requirement for travel into the United States. May 2023 COVID-19 Public Health Emergency officially ended May 1 1'" in the U.S. Nov 2023 The newest variant, HV.I, arrives in the U.S. as it's currently responsible for 25%of new cases. Apr 2024 FDA approves emergency use for CorDx's at home test that tells whether you have the flu or COVID-19 PA 2024.04.139 PAGE 20 ECONOMIC UPDATE CORPUS CHRISTI•TEXAS VACANT LAND UNEMPLOYMENT The COVID-19 pandemic accelerated already emerging trends in slow labor force growth and higher demand for skilled labor. The number of jobless claims skyrocketed in March 2020, when the pandemic officially began, with official unemployment numbers reaching 23.1 million or 14.7%. Unemployment has steadily declined over the following months, with the unemployment rate as of July 2023 recorded at 3.5%, which is back to pre-pandemic levels. In 2022, US employers added a total of 4.5 million new jobs,which is the second strongest year in the past 40 years after 2021. The majority of the new jobs were led by the leisure and hospitality industry as well as professional and business services. Despite the low unemployment rate and job creations, industries are still having problems being understaffed as people used COVID-19 to change jobs and careers, leaving holes in the industries they've left behind.Career changes and the need to work remotely have led to a worker shortage, especially in the food service and hospitality industries. The chart below shows the monthly unemployment rate since April 2021. UNEMPLOYMENT RATE 16.00% 14.00% 12.00% 10.00% 8.00% 6.00% 4.00% 2.00% 0.00% N N N N N N N N N N N N N N N N N N N c U � c 0) - U � c 0) - U LL - Q o m U- Q o m U- Q o m U- Q Q O o Q O o Q O o Federal Reserve Bank of St. Louis PA 2024.04.139 PAGE 21 ECONOMIC UPDATE CORPUS CHRISTI•TEXAS VACANT LAND INFLATION Inflation has hit the United States hard since the beginning of 2021. Inflation is the rate of increase in prices over a given period of time. The most common form of measurement is the Consumer Price Index (CPI). This measures the percentage change in price over a "basket" of goods and services in households. According to the U.S Bureau of Labor Statistics, the annual inflation rate in the U.S. has slowed more than expected to 3.2% in July 2023 from an over 40-year high of 9.1% in June 2022. The below chart using data from the U.S. Bureau of Statistics shows the inflation rate over the last 40 years and the increase of inflation in the U.S. since April 2020, and the start of the COVID-19 pandemic. INFLATION SINCE 1982 14.00% 12.00% 10.00% 8.00% 6.00% 4.00% 2.00% 0.00% -2.00% -4.00% N V 10 Co O N V 10 Co O N V 10 Co O N V O C0 O N V Co Co Co Co 01 01 C` O O O O O N N N Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q U.S. Bureau of Statis PA 2024.04.139 PAGE 22 ECONOMIC UPDATE CORPUS CHRISTI•TEXAS VACANT LAND GAS PRICES Since the beginning of 2022, the national average has remained above the 3 years prior and indicates a downward trend. Prices dropped 32 cents in July, and 79 cents in August. After a historic 98-day streak of falling gas prices, the average rose a penny near the end of September. The longest streak was 1 15 days in 2014-2015. There are several complicated, important factors involved in the increase and decrease in gas prices over the last several months.The following chart shows the national average gas price per gallon of the prior 4 years. GAS PRICES SINCE 2019 $6.00 $5.00 $3.60 $4.00 $3.00 $2.00 $1.00 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 2019 2020 2021 2022 }2023 2024 U.S. Energy Information Administration The sharp increase can be contributed to the Russia/Ukraine war as Russia is the 2nd largest exporter of oil in the world. Since beginning in February 2022, the Russia/Ukraine conflict has caused Russia to become heavily sanctioned, playing an important factor in the increase of gas prices. Although the U.S. is the world's leading gasoline producer, production has decreased since late 2019. Additionally, refineries closing at the beginning of COVID-19 have led to a decrease in operating oil refineries leading to higher demand than supply. Refineries increase their rates when demand is higher than supply due to the need of the product and the increased willingness of people to pay for that product. Some reasons for the sharp decrease in gas prices involve panic over inflation driving down prices, people driving less due to the high gas prices, and the Biden administration's release of emergency oil from the national stockpile. PA 2024.04.139 PAGE 23 ECONOMIC UPDATE CORPUS CHRISTI•TEXAS VACANT LAND INTEREST RATES Prime Rate is individually determined by banks and often used as a reference rate (also known as the base rate) for several types of loans. Examples of the types of loans using this rate include credit card loans and small business loans. The prime rate is used by banks to lend to consumers and are fixed and typically do not change over extended periods of time. Secured Overnight Financing Rate is a benchmark interest rate that institutions utilize for business and consumer loans. The Secured Overnight Financing Rate (SOFR) is the dominant benchmark rate after the US LIBOR panels ended on June 30, 2023. Unlike its predecessor, SOFR incorporates actual lending transaction data amongst institutions making it a more reliable source. Federal Funds Rate is set by the Federal Open Market Committee (FOMC). This rate is the target at which excess reserves are lent and borrowed amongst commercial banks overnight. This rate influences short-term rates on credit cards and consumer loans as well as piquing investors' interest by impacting the stock market. INTEREST RATES 10.00% 8.00% 6.00% 4.00% 2.00% 0.00% O O O N N N N N N N N N N N N N N N N N N N N N Q U Q U Q U Q U Q O O Q ° Q ° Q O ° Q O ° Q -SOFR -Fed Fund -PRIME FedPrimeRate To combat higher than average inflation, rates began increasing in early 2022. Interest rates and capitalization rates generally move in tandem. Increased cost of capital commonly results in upward pressure on capitalization rates which can, but does not always, cause softening in the market. LPA is committed to monitoring and analyzing the impact of increasing interest rates. PA 2024.04.139 PAGE 24 ECONOMIC UPDATE CORPUS CHRISTI•TEXAS VACANT LAND BANKING Silicon Valley Bank became the 2nd largest bank collapse in U.S. history at the time (until First Republic Bank's collapse a month later) on March 1 Ot", 2023. After the largest bank run in U.S. history, SVB was seized by the Federal Deposit Insurance Corporation (FDIC), and then sold to First Citizens Bancshares. Signature Bank became the 3rd largest bank collapse in U.S. history at the time, following SVB's collapse days prior. Unable to bounce back from the combination of the crypto exchange FTX's collapse and SVB's collapse, Signature experiences a bank run and ultimately collapses. First Republic Bank is currently the 2nd largest bank failure in U.S. history, despite the banking industry's best efforts to save it. The almost $100 Billion dollars pumped into First Republic wasn't enough to prevent them from selling assets, ultimately being seized and sold. Mar 8 2023 Silicon Valley Bank creates panic after announcing it sold$21 billion in securities at a loss Mar 9 2023 Silicon Valley Bank clients withdraw$42 billion, creating the largest bank run in U.S. history Mar 10 2023 As Silicon Valley Bank officially collapses, Signature Bank experiences a multi-billion dollar bank run Mar 11 2023 The 1 1 largest U.S. banks give First Republic Bank$30 billion while JPMorgan Chase gives$70 billion Mar 12 2023 Signature Bank is seized by the FDIC and assets sent to Signature Bridge Bank during the bidding process Mar 19 2023 Signature Bridge Bank is bought by New York Community Bank and put under the Flagstar Bank subsidiary Apr 28 2023 FDIC seizes control of First Republic Bank after it begins selling assets at a loss, causing stock to drop May 1 2023 First Republic bank is officially closed and sold to JPMorgan Chase Aug 2 2023 Heartland Tri-State Bank officially becomes Dream State Bank after closing Friday, July 28t" Jan 31 2024 New York Community Bancorp (NYCB) is now experiencing trouble as stocks fell 46%and lost$252 million Apr 12 2024 Less than half of U.S. banks have pledged collateral to the Federal Reserve's emergency lending facility. PA 2024.04.139 PAGE 25 ECONOMIC UPDATE CORPUS CHRISTI•TEXAS VACANT LAND SUPPLY CHAIN As businesses re-opened due to the slowing of COVID-19, e-commerce accelerated the demand for products, which quickly outpaced the capacity of manufacturing plants. Businesses have begun to focus on near-sourcing materials closer to their manufacturing plants and ultimately closer to the end users. The need to decrease the demand and delays at ports and other entry points was a major reason for companies to focus more on manufacturing from home and less on importing goods and materials. The supply chain issues began in 2020 after computer processor chip manufacturers began slowing and shutting down operations due to the COVID pandemic, resulting in manufacturers not being able to keep up with the increased demand of computer electronics due to a large number of companies moving towards work from home policies. CONCLUSION The current economic environment is ever changing. As mentioned previously, LPA is working diligently to capture and analyze current market data to reliably quantify impacts on real property values, national and regional. As the situation evolves, LPA is committed to monitoring current events and how they impact the commercial real estate market. PA 2024.04.139 PAGE 26 SITE DESCRIPTION CORPUS CHRISTI•TEXAS VACANT LAND SITE DESCRIPTION PHYSICAL Location The subject property is located along the east side of 19th Street, just north of Mary Street. The address associated with the subject property is 536 19th Street, Corpus Christi, Nueces County, Texas. Legal Description Lot 2, Jasmin Addition, City of Corpus Christi, Nueces County, Texas Size / Configuration / Flood Zone Per the Nueces County Appraisal District, the subject site is a 0.0733-acre (3,192 SF) tract of vacant land. The site is generally rectangular in shape with generally level topography. The property is not located in a designated flood plain. Frontage / Accessibility The subject's site displays adequate frontage to support improvements. The subject site is considered to possess ample access to the subject's traffic carrier which is a secondary traffic carrier for the area and is in average overall condition. Utilities Public water and sewer service are provided by the subject's municipality. According to city officials, these utilities are sufficient for the development in the area. In addition, the city provides fire and police protection along with garbage pick-up. Electrical and natural gas are provided by the region's typical providers. At the present time, all utilities appear to be sufficient for area development patterns. PA 2024.04.139 PAGE 27 SITE DESCRIPTION CORPUS CHRISTI•TEXAS VACANT LAND LEGAL Zoning / Restrictions The subject site is zoned as "RS-6" -Single-Family 6 District by the City of Corpus Christi. The Single-Family 15, 10 and 6 zoning districts provide for orderly suburban residential development and redevelopment. A limited number of public and civic uses are allowed, subject to the restrictions necessary to preserve and protect the single-family character of the neighborhood. It is noted that the subject does not meet the minimum lot area, minimum lot width, minimum yards, and street frontage required by the development standards; however, per conversation with Mark Orozzo with the Corpus Christi Planning and Zoning Department, the subiect lot is a non-conforming lot, but could be sold and developed as the lot was platted before the establishment of the current zoning standards. Table 4.3.3 Residential Development(single-family districts)DISTRICTS FR RE RS-22 R5-15 RS-10 RS-6 RS-4.5 Min Lot Area 5 ac. 1 ac. 22,000 15,000 10,000 6,000 4,500 ...................................... Min.Lot Width(Ft.) 150 100 75 50 50 50 45 Min.Yards(ft.) 25 25 20 Street 50 25 25 25 Street(corner) 25 25 See 4.2.10 Side(single) 25 15' 10 5 5 5 5 Side(total) 50 30, 20 10 10 10 10 Rear 25 15 10 5 5 5 5 Min.Open Space 30% 30% 30% 30% 30% Max.Height(ft.) 45 35 35 35 35 35 35 Easements / Encroachments The subject site is encumbered by typical utility easements. Due to the general location of these easements, they are not considered detrimental toward development and/or the site's overall marketability. No other detrimental easements and/or encroachments were noted upon physical inspection of the subject tract. It should be noted, however, that if a current survey map, or a registered surveyor determines that adverse easements exist, these factors might impact the market value and/or the marketability of the subject property. Therefore, it is assumed that no easements and/or encroachments exist, which would adversely affect the marketability or desirability of the site. CONCLUSION Given the physical characteristics, the subject site is capable of being developed with a residential use. PA 2024.04.139 PAGE 28 .�. . L _ - _- 1liole%ta Ctirwr •. Y ,y r I � _ Larrr�.c St a.. Hprn .. :,. , F A4nes SP' Agrics St kit Aqs ef.St II dd ] .. 1 relmY+Leiile';'.t II r A � M,rg,,ellte St - ,- i PA argue?it a Marguerrte.s't 71 MarySt d - Mrry Stoposq �. 17. R Pr- eIgh School ,Ir h omb St, . Moms St I Ivlaldonad'•o - Heatinq F Air Cc'cman Ave C Ieman --m Cs Inman Ave Coleman A'+e MIA& - N - + Ruth Si - _ W t •. l w # n 8 0 � k* r h . $ - SFO lid � ueces County �`" . f- mrnunity Action.. 4lakin w - Bj Idwin'Couris H Bald r�`iiir'TE0 r9s -A-L ` �'�� " The Sall Ian P.— Tne Salvation Arm ..._ P . pp u oty,�enfer _n w�ies� ftdl"" N.# . r *1 • ;n Wi gglnHomes- L ., • 248908 248927 1 228358 228354 248907 248928 248906 i 248929 248905 { 248930 A 248904 ' R 248931 248903 248932 i 248902 248933 �•' f' 248901 r` At pop i I SITE DESCRIPTION CORPUS CHRISTI•TEXAS VACANT LAND t�� I MARGUERITE ST -CN-1 ZONING I51a 2018 1_219 2215 2213 2209 2205 —2203 — ` - 512 — 514 rf� - � 51G — — — 429 rr 518 — 503. 52a 502 05 . .' 2025 20 14 2212 2210 2208L220'6521 522 S07 508 11 R � .526 l 511 H '528. 513 �— S BJECT -15� 2034 2a2s I �21 MARY ST � J 519 �} y 538 ! AAARY Z MARY 2031 —2029 2025 2 CI 2105 t 2032 202E I 2121 ST I 1 RM-3 CI Zoning:RS-6 2217 2211 _ ORDINANCE 032603 ORDINANCE1 11/15/2021 6:QD PM OVERLAY SPi21-07 `^ TAG RS-6 CASE—NUM 0921-02 LPA 2024.04.139 PAGE 31 n Howard 5tLJ s A?� y ■ Fit .. SA taiedo S, f7Te !a'a. :F CiJ ^ wrt r`: w,►Y A+�®r-s , ��% ak CC ' r "i, , ■ Mary .t st 'Y thaw`-t Mary .'2L tit-,�. (. f 1 orr i,, lf _ l.lf I r "•^-,_ l hM1cf '"54 v * :: rn:a j t,s' � Frr,,ir a•,N .. l+aril man`A+e !n 1 ' r J1h St' ;f KinsoMng Ct-�- 7�c° •_ �'°�v, �' a en _.•_ f Hanccrc4 Ave m A ,a. .' j ! Wiggins-Homes!O 4 r 43ufor`d!st � ter' ... - ,�,utsud tit a; ,R CHRISTi4S 5P-0 n ' ' ' ' • r Hpspital Corpus CFirisl sts... Hospital Slvd MwrganFAve- Morgan ✓�4 r�, s'i} '; 'J�' ! .-.'S 7sMW ! r r PROPERTY HISTORY CORPUS CHRISTI•TEXAS VACANT LAND PROPERTY HISTORY Ownership of the subject property is currently vested in the City of Corpus Christi, as evidenced by the county deed records.The subject was involved in a non-arm's length transaction on April 13,2023, in which the current owner was gifted the property from ERF Real Estate Inc. Given the non-arm's length nature of the transaction, the transaction is not analyzed herein. No other known real property transactions related to the subject property were reported in the three-year period prior to the date of this report. The subject is neither listed for sale, nor is it under contract of sale. The subject property is currently vacant land and is not leased. No other history was provided. The following is the county tax card for the subject: A Property Details A Property Values Property ID: 248902 Geographic ID:3775-0000-0020 Improvement Homesite Value: $0(+) Type: Real Zoning:IRS Improvement Non-Homesite Value: $0(+) Property Use: Land Homesite Value: $0(+) Land Non-Homesite Value: $15,960(+) Situs Address: 536 19th ST CORPUS CHRISTI,TX 78405 Agricultural Market Valuation: $0(+) Map ID: U-38 Mapsco: Legal Description: JASMIN LT 2 Value Method: C Abstract/Subdivision: S3775-JASMIN Market Value: $15,960(_) Neighborhood: EN251 Agricultural Value Los $0(-) Owner ID: 120357 Appraised Value: $15,960(=) Name: CITY OF CORPUS CHRISTI Homestead Cap Loss:O $0(-) Agent: Mailing Address: 1201 Leopard St Assessed Value: $15,960 Corpus Christi,TX 78401-2162 Ag Use Value: $0 %Ownership: 100.0% Exemptions: EX-XV-Other Exemptions(including public property,religious organizations,charitable organizations,and other property not reported elsewhere) For privacy reasons not all exemptions are shown online. PA 2024.04.139 PAGE 33 REAL ESTATE TAXES CORPUS CHRISTI•TEXAS VACANT LAND REAL ESTATE TAXES The subject property is located in Corpus Christi, Nueces County, Texas and is taxed based on values established by the county tax assessors.The tax rates are applied to the assessed value of the subject property, and the taxes for the subject property are then estimated.The taxes are estimated per$100 of assessed value. This property is subject to taxes for the City of Corpus Christi, Nueces County, and Corpus Christi Independent School District. The subject currently displays an assessment of $15,960 ($5.00/SF), which is considered reasonable for the property; however, the property displays an exemption of$10,101, resulting in a taxable value of$5,859,which is considered favorable for the subject given the following opinion of value, yet reasonable for use herein. Current taxes are calculated as follows: PROPERTY TAX CALCULATION Acct #:248902 Authority Assessed Value Rate /$100 Tax Liability City $5,859 $0.5997740 $35 County $5,859 $0.5624970 $33 School $5,859 $0.9690000 $57 $2.1312710 $125 LPA 2024.04.139 PAGE 34 HIGHEST&BEST USE CORPUS CHRISTI•TEXAS VACANT LAND HIGHEST & BEST USE The Appraisal Institute defines highest and best use as follows: "The reasonably probable and legal use of vacant land or an improved property, which is physically possible, appropriately supported, financially feasible, and that results in the highest value." The four criteria the highest and best use must meet are: PHYSICALLY POSSIBLE M LEGALLY PERMISSIBLE - What uses of the site in question are What uses are permitted by zoning and physically possible? deed restrictions? FINANCIALLY FEASIBLE'. MAXIMALLY PRODUCTIVE Among the financially feasible uses that Which possible and permissible uses will are physically possible and legally produce a net return to the owner of the permissible, which use will produce the site? highest net return or the highest present worth? There are two types of highest and best use studies. The first is the highest and best use of the land or site as though vacant. The second is the highest and best use of the property as improved. The highest and best use of land or a site as though vacant assumes that the parcel is vacant or can be made vacant by demolishing any improvements. The question to be answered in this analysis is: If the land is, or were vacant, what use should be made of it? The highest and best use of a property as improved pertains to the use that should be made of an improved property in light of its improvements. Should it be maintained as it is, or be renovated, expanded, demolished, or partly demolished? Should it be replaced with a different type or intensity of use, or should it be held as an interim use? The improvements should be retained as long as they have some value and the return from the property exceeds the return that would be realized by a new use, after deducting the costs of demolishing the old building and constructing a new one. PA 2024.04.139 PAGE 35 HIGHEST&BEST USE CORPUS CHRISTI•TEXAS VACANT LAND HIGHEST & BEST USE - AS VACANT Physically Possible The subject site is a 0.0733-acre (3,192 SF) tract of vacant land. The site is rectangular in shape. The address associated with the subject property is 536 19t" Street, Corpus Christi, Nueces County, Texas. Accessibility to the site is curb cuts along the traffic carrier. Overall,access is considered average.The property has all necessary utilities in place and is generally level in regards to topography. The site is primarily surrounded by residential uses and vacant land off of secondary streets and secondary commercial uses along primary thoroughfares.Access to the subject's neighborhood is considered good due to its location near area primary traffic carriers. The principle of conformity is an important consideration in determining the physically possible uses of a site. Conformity is the appraisal principle that holds that real property value is created and sustained when the characteristics of a property conform to the demands of its market. The styles and uses of the properties in an area may conform for several reasons, including economic pressures; the shared preferences of owners for certain types of structures, amenities, services; and the enforcement of uniform standards by zoning ordinances. Based on the subject's physical characteristics and the principle of conformity, the subject site would most likely be developed with a residential use. Legally Permissible The site is zoned "RS-6" - Single-Family 6 District by the City of Corpus Christi. According to city officials, this zoning has many residential or service uses.This zoning provides for a uniform set of standards for development, including parking and building setbacks. Other than zoning, no private deed restrictions were uncovered during a normal investigation, which would further limit the potential uses of the subject site. Nonetheless, a title policy is strongly suggested in order to guarantee the absence of adverse restrictions. No other legal restrictions or covenants were found to be imposed on the subject property at the time of the appraisal,which would further restrict its development. The research supports the physical indication that the site's most probable use, as if vacant, would be for some form of residential use. Financially Feasible & Maximally Productive The prior consideration of physically possible uses and legally permissible does not significantly narrow the use of the subject property. Based on market data presented in this report, it appears that residential development is likely feasible. After considering legal, physical and financial alternatives, it is our opinion that the highest and best use of the subject site, as if vacant, is for some sort of residential development. PA 2024.04.139 PAGE 36 LAND VALUATION CORPUS CHRISTI•TEXAS VACANT LAND LAND VALUATION The principles of real estate appraisal are basic to the sales comparison approach; however, one of the most important is the principle of substitution. "As applied to the sales comparison approach, the principle of substitution holds that the value of a property tends to be set by the price that would be paid to acquire a substitute property of similar utility and desirability." The sales comparison approach is a method of estimating market value whereby a subject property is compared with comparable properties that have sold recently. One premise of the sales comparison approach is that the market will determine a price for the property being appraised in the same manner that it determines the prices of comparable, competitive properties. Essentially, the sales comparison approach is a systematic procedure for carrying out comparative shopping. As applied to real estate, the comparison is applied to the unique characteristics of the economic good that cause real estate prices to vary. PA 2024.04.139 PAGE 37 LAND VALUATION CORPUS CHRISTI•TEXAS VACANT LAND III linwara 51 _l� .o K—Dd 6r xda 5t * Y Howard Sr ,..rAwelM1 51 COMP MAP k Mayhy Clr � .. Sou[hl ahtA br Eva. 'kem tn� A 5 wa.rem crr - 4ar St l.arr'i At, �Jry �"o _ yx<do SS tv A9de5 54 o Agues St �, �~ r tAar4uerhe 5 - m� SUBJECT NMarvse onarr5° a o" St Jos epn5 3 tau 5r H x Morns sr Catnnue Church 7 ~ a _ { z cale.aa++AwB a 7avala Flrnaentary COMP 7 _ _ ee` School Ar. 41 R T Q� 11 anc rxk A•r 'ap'e - 'S['datlo _6 a c nippy+a s+ 2 a mara s 4���ye auforr';+ a Navala 5+ - CW9 S+ 5-to El ens Sl m a Yn Fi spital'eled Th+ gam rr Elena Sl n ` N Calgn S+ � n Morgan Ave 5 Bif x " Segre e ayS y� t p10 ayt =COMP - wrsr pm C R HiFlo® v 2 4 BM er c; � 10 gp at9� ve J0 - o y D ' Qidaraw p`5 n 0 y a COMP 5 ss a Braniff sr A:+¢'e S[ �ry $ S+inaan St. y S � a �g'L wrlahrst a C urtl f c.St � t1F' a S ha Corpus Christ, cab rt State Li"in rj Deltt¢`r Falrchlld 5t HB sey3} Ci y y$dJF]$ ~hv 6r'sr l5 COMP S Rosa Sh a'N flememary a„ F: ,p 4ry sr � 4E, N Wr�e� ma.'Sr Hawk ear°,rp a ❑ bra Sr ��. � 5'0� 4�0 ,�� �. 4 J H E B park S.ali:nas.Park �syr� sego B�v'ars, uw r� Del filar College -r Heritage Campus 41 i?. Marlin Mi3dle Srhool .� rsr r fyy mcq Ile Y Flome Rd PafR partm Park RPartmenls ; m a°y Catholic the King � ¢= Calholir Church� s L.M.5t .J Belt F.McDonald Pubic Library 81 `•` m4'A-51 >° y�M Social Security eqo, y te,. Adi-nm 5;ration dart LadpofPilnr S q�r +rave hnr s, , pal colic Church �V tic s,':nrn sr N Sr PA 2024.04.139 PAGE 38 LAND VALUATION CORPUS CHRISTI•TEXAS VACANT LAND COMPARABLE 1 bq � 1�7.i - I M Address 2842 Morris Street, Date of Sale Listing Corpus Christi, Texas Sales Price $29,000 Price Per Acre $202,118 PHYSICALPrice Per SF $4.64 Size (acres) 0.143 Size (SF) 6,250 Grantor: Ismael Jr& Crystal Marie Davila Zoning RS-6 Grantee: Listing Shape Generally Rectangular Recording Listing Topography Generally Level Confirmation Broker Utilities AIIAvailable The property is located along the north side of Morris Street,just to the west of Harmon Street. The property is not located within a designated flood zone. Source: Cori Diaz (361) 765-3312 LPA 2024.04.139 PAGE 39 LAND VALUATION CORPUS CHRISTI•TEXAS VACANT LAND COMPARABLE 2 1 ti 4 - � k r�1i C OJT, Gn Address 715 18th Street, Date of Sale April 11, 2024 Corpus Christi, Texas Sales Price $30,000 Price Per Acre $209,088 PHYSICALPrice Per SF $4.80 Size(acres) 0.143 Most Reverend William Michael Size(SF) 6,250 Grantor: Mulvey, as Bishop of the Catholic Diocese of Corpus Christi Zoning RM-3 Grantee: Thanksgiving Homes Shape Generally Rectangular Recording 2024012440 Topography Generally Level Confirmation Broker Utilities AIIAvailable The property is located along the west side of 18th Street,lust north of Coleman Avenue.The property is not located in a designated flood plain. Source: Rhonda Dowell (361) 549-1 148 PA 2024.04.139 PAGE 40 LAND VALUATION CORPUS CHRISTI•TEXAS VACANT LAND COMPARABLE 3 MME r' f l Address 2925 Rogers Street, Date of Sale February 22, 2024 Corpus Christi,Texas Sales Price $26,000 Price Per Acre $234,657 PHYSICAL DATA Price Per SF $5.39 Size(acres) 0.1 1 1 Size(SF) 4,826 Grantor: Shopklava, LLC Zoning RS-6 Grantee: Rogelio Hernandez&Monica Hernandez Rubio Shape Generally Rectangular Recording 2023033815 Topography Generally Level Confirmation Broker Utilities All Available The property is located at the southeast corner of Washington Street and Rogers Street.The property is not located in a designated flood plain. Source: Victor Saldana (361) 442-3470 PA 2024.04.139 PAGE 41 LAND VALUATION CORPUS CHRISTI•TEXAS VACANT LAND COMPARABLE 4 r g Address 1204 Sabinas Street, Date of Sale September 6, 2023 Corpus Christi, Texas Sales Price $1 1,000 Price Per Acre $202,263 PHYSICAL DATA Price Per SF $4.64 Size (acres) 0.054 Size (SF) 2,369 Grantor: Sri Reddy Zoning RS-6 Grantee: Jennifer Trevino Shape Generally Rectangular Recording 2023033815 Topography Generally Level Confirmation Broker Utilities AIIAvailable • The property is located along the east side of Sabinas Street,just south of Buford Street.The property is not located in a designated flood plain. Source: Jeremy Spear (361) 563-7047 PA 2024.04.139 PAGE 42 LAND VALUATION CORPUS CHRISTI•TEXAS VACANT LAND COMPARABLE 5 I lee 1 '10 , lump Address/ 1321 V erbena Street, Date of Sale January 24, 2023 Location Corpus Christi,Texas Sales Price $25,000 Price Per Acre $231,801 PHYSICAL DATA Price Per SF $5.32 Size(acres) 0.11 Size(SF) 4,698 Grantor: Consuelo Rivera Zoning RS-6 Grantee: Mayra Montemayor Shape Generally Rectangular Recording 2023002733 Topography Generally Level Confirmation Broker Utilities All Available • The property is located along the west side of Verbena Street,just south of Morgan Avenue.The property is not located in a designated flood plain. Source: Nora Hinojosa (361)558-5916 PA 2024.04.139 PAGE 43 LAND VALUATION CORPUS CHRISTI•TEXAS VACANT LAND LAND SALES SUMMARY The market data utilized for the basis of this analysis is considered the best available and indicative of current market trends for undeveloped land in the subject market area. Components that affect the sale price of vacant land are numerous, but the most prominent are property rights conveyed, terms, conditions of sale, market conditions, size, location, physical features, zoning and public utility availability. The following criteria and subsequent adjustment grid have been implemented in order to reconcile the quality and quantity of the data available and analyzed within this approach to value. Property Rights The adjustment for property rights conveyed recognizes that differences in legal interest or estate between the subject and the comparable properties may occur. In this analysis, all the sales occurred in fee simple title and therefore, no adjustments were made. Financing Terms The adjustment for cash equivalency takes into account the fact that the transaction price of the comparable property may not be equal to its cash equivalent price. All the sales utilized in this analysis were cash to seller transactions or transactions involving market financing, and no adjustment for cash equivalency was necessary. Conditions of Sale Adjustments for conditions of sale are intended to recognize motivations of the buyer and the seller that are unique to ordinary market conditions. All of the comparable market data utilized herein were arm's length transactions. With respect to this factor, Comparable 1 is an active listing and warranted a downward adjustment to account for negotiations from the asking price. Market Conditions Each of the previous sales have been given consideration for the lapse of time between the date of sale and the effective date of this appraisal. Sales that occur at times with inferior market conditions warrant upward adjustments to account for value gains, while sales that occur at times of superior market conditions warrant downward adjustments to account for value losses; sales that that occur at times with relatively similar market conditions warrant no adjustment as overall values have remained relatively stable.With respect to this factor, no adjustments were warranted. Location Differences in value occur due to varying degrees of accessibility, exposure and surrounding development to a site. Access is often determined by corner locations, natural barriers, ease of entrance on and off of major thoroughfares, etc. Surrounding development also plays an important part of locational influences for a property. With respect to this factor, no adjustments were warranted. LPA 2024.04.139 PAGE 44 LAND VALUATION CORPUS CHRISTI•TEXAS VACANT LAND Size Size is a factor that must be considered when comparing vacant land sales. Typically, but not always, larger tracts sell for a lower unit value. Therefore, when making comparisons on a per unit basis, such as price per unit, the larger tracts tend to be adjusted upward and the smaller tracts tend to be adjusted downward to accurately reflect the differences. With respect to this factor, materially larger tracts of land were adjusted upward accordingly, and materially smaller tracts of land were adjusted downward accordingly. Physical Features The overall site characteristics of each sale have been compared to the subject site. These include traits such as drainage, site preparation expense, topography, and configuration. Configuration, if irregular, may limit development. With respect to this factor, no adjustments were warranted. Utilities The availability of public utilities such as water, electric power and sanitary sewer service have an impact on property values since the non-availability of such utilities could restrict the overall development and/or potential use of an individual site.Therefore,when analyzing vacant land, it is important to determine whether or not public utilities are available. If they are not available, the appraiser must examine to what extreme a potential developer would have to go in gaining access to such services. With respect to this factor, no adjustments were warranted. Zoning Adjustments for zoning typically recognize the different densities and restrictions of different zoning classifications, as well as use potential, and directly relates these differences between the comparable sales and the subject property. The zoning classifications and/or use potential for the sales utilized are deemed similar to that of the subject. It should be noted that the subject does not meet the minimum lot area, minimum lot width, minimum yards, and street frontage required by the development standards; however, per conversation with Mark Orozzo with the Corpus Christi Planning and Zoning Department, the subiect lot is a non-conforming lot, but could be sold and developed as the lot was platted before the establishment of the current zoning standards. Comparable 1 and 2 conform with the zoning standards; however, no premium is observed on the market. With respect to this factor, no adjustments were warranted. PA 2024.04.139 PAGE 45 LAND VALUATION CORPUS CHRISTI•TEXAS VACANT LAND CONCLUSION In the final analysis of the subject property, similar weight was given to all of the sales. The following is the adjustment table with the concluded opinion of value via the Sales Approach. L SUBJECT 1 2 3 4 5 Date Current Listing Apr-24 Feb-24 Sep-23 Jan-23 Sale Price $29,000 $30,000 $26,000 $11,000 $25,000 SIZE-SF 3,192 6,250 6,250 4,826 2,369 4,698 Unit Price($/SF) $4.64 $4.80 $5.39 $4.64 $5.32 TRANSACTION ADJUSTMENTS Similar Similar Similar Similar Similar Property Rights Fee Simple 0% 0% 0% 0% 0% $4.64 $4.80 $5.39 $4.64 $5.32 Cash Cash Cash Cash Cash Financing Terms Cash 0% 0% 0% 0% 0% $4.64 $4.80 $5.39 $4.64 $5.32 Listing Normal Normal Normal Normal Conditions of Sale Arm'sLength -5% 0% 0% 0% 0% $4.41 $4.80 $5.39 $4.64 $5.32 Listing Apr-24 Feb-24 Sep-23 Jan-23 Market Conditions Current 0% 0% 0% 0% 0% $4.41 $4.80 $5.39 $4.64 $5.32 PROPERTY ADJUSTMENTS Similar Similar Similar Similar Similar Location Average 0% 0% 0% 0% 0% 6,250 6,250 4,826 2,369 4,698 Size SF 3,192 10% 10% 5% -5% 5% Physical Features Average Similar Similar Similar Similar Similar 0% 0% 0% 0% 0% Utilities Available Similar Similar Similar Similar Similar 0% 0% 0% 0% 0% Zoning IRS-6 Similar Similar Similar Similar Similar 0% 0% 0% 0% 0% Total Adjustment 10% 10% 5% -5% 5% Adjusted$/SF $4.85 $5.28 $5.66 $4.41 $5.59 Adjusted Mean$/SF IL $5.16 A value generally in-line with the mean is considered well supported. Concluded $5.15 Unit Value Land Size(SF) 3,192 Value Indication $16,439 Concluded Value 06,000 LPA 2024.04.139 PAGE 46 MARKETING/EXPOSURE TIME CORPUS CHRISTI•TEXAS VACANT LAND MARKETING / EXPOSURE TIME Consideration has been given to a reasonable estimated exposure and marketing period estimate for the subject property. Exposure Time as it relates to the subject is utilized in establishing market value. The Comment to Standards Rule 1-2 (c) of USPAP states that when estimating market value, the appraiser should be specific as to the estimate of exposure time linked to the value estimate. Reasonable exposure time is one of a series of conditions in most market value definitions. Exposure time is always presumed to precede the effective date of the appraisal. Exposure time may be defined as follows: the estimated length of time the property interest being appraised would have been offered on the market prior to the hypothetical consummation of a sale at market value on the effective date of the appraisal. Marketing Time is a function of various factors including, prevailing market conditions, the price of the product being marketed, the competitive position of the property in the market, and the amount and quality of marketing effort allocated to the property. It is strongly emphasized that the appraisers have no control of the aforementioned factors, nor can the appraisers anticipate or predict any of them. Therefore, it assumed that the property will receive an adequate marketing effort. Therefore, an estimated marketing period of 12 months or less and an exposure time of 12 months or less is considered reasonable. PA 2024.04.139 PAGE 47 ASSUMPTIONS&LIMITING CONDITIONS CORPUS CHRISTI•TEXAS VACANT LAND ASSUMPTIONS & LIMITING CONDITIONS "Report"signifies the appraisal or consulting report and its conclusions,to which these Assumptions and Limiting Conditions are annexed. "Property"signifies the subject of the Report. "LPA"means Lowery Property Advisors, LLC,or its subsidiary that issued the Report. "Appraiser(s)"means the employee(s) of LPA who prepared and signed the Report. The Report has been made subject to the following assumptions and limiting conditions: • Unless otherwise specifically noted in the body of the report,it is assumed that the title to the property or properties appraised is clear and marketable and that there are no recorded or unrecorded matters or exceptions to title that would adversely affect marketability or value.LPA is not aware of any title defects nor has it been advised of any representations relative to the condition of the title. LPA has not reviewed any documents dealing with liens, encumbrances, easements, deed restrictions, clouds and other conditions that may affect the quality of the title. Insurance against financial loss resulting in claims that may arise out of defects in the subject's title should be sought from a reputable title company which specializes in real property. • Unless otherwise stated in this report,the existence of hazardous material,which may or may not be present on the property was not observed by the appraisers. LPA has no knowledge of the existence of such materials on or in the property. LPA, however,is not qualified to detect such substances. The presence of substances such as asbestos, urea formaldehyde foam insulation, contaminated groundwater or other potentially hazardous materials may affect the value of the property.The value estimate is predicated on the assumption that there is no such material on or in the property that would constitute a loss in value. No responsibility is assumed for any such conditions, or for any expertise or engineering knowledge required to discover them. The client is urged to retain an expert in this field,if desired. LPA has inspected as thoroughly as possible by observation. However,it was impossible to personally inspect conditions beneath the soil.Therefore,no representation is made as to these matters unless specially considered in the appraisal. • The property is appraised free and clear of any or all liens or encumbrances unless otherwise stated. • Responsible ownership and competent property management are assumed. • The information furnished by others is believed to be reliable. However,LPA gives no warranty for its accuracy. • LPA assumes that all engineering is correct.The plot plans and illustrative material in this report are included only to assist the reader in visualizing the property. • If provided, the estimated insurable value is included at the request of the client and has not been performed by a qualified insurance agent or risk management underwriter.The cost estimate should not be solely relied upon for insurable value purposes. The appraisers are not familiar with the definition of insurable value from the actual insurance provider, the local government underwriting regulations,or the types of insurance coverage available.LPA has followed traditional appraisal standards to develop a reasonable calculation based upon industry practices and industry accepted publications such as the Marshall Valuation Service handbook.Actual construction costs can vary greatly from this estimate.These factors can impact cost estimates and are beyond the scope of the intended use of this appraisal. The appraisers are not cost experts in cost estimating for insurance purposes. • LPA assumes that there are no hidden or unapparent conditions of the property, subsoil, or structures that render it more or less valuable.No responsibility is assumed for such conditions or for arranging for engineering studies that may be required to discover them. • It is assumed that there is full compliance with all applicable federal, state and local environmental regulations and laws unless noncompliance is stated,defined,and considered in the Appraisal Report. • All applicable zoning and use regulations and restrictions are assumed to have been complied with, unless a nonconformity has been stated,defined,and considered in the Appraisal Report. • Required licenses, certificates of occupancy, consents, or other legislative or administrative authority from any local, state, or national government or private entity or organization are assumed to have been or can be obtained or renewed for any use on which the value estimate contained in this report is based. LPA 2024.04.139 PAGE 48 ASSUMPTIONS&LIMITING CONDITIONS CORPUS CHRISTI•TEXAS VACANT LAND • The utilization of the land and improvements is assumed to be within the boundaries or property lines of the property described and that there is no encroachment or trespass unless noted in the report. • All information, comments and conclusions pertaining to subject and other properties described represent the opinion of the appraiser formed after a personal examination of each. • The appraiser has no interest,present or prospective,in the subject property. • Sketches in this report are included to assist the reader in visualizing the property. • LPA assumes that there are no hidden or unapparent conditions of the appraised property,which would render it more or less valuable. Furthermore, the appraisers assume that there are no potentially harmful asbestos or other materials and/or site contaminants in, on, or near soil,subsoil,or structure of the appraised property and that there has been no disposal, discharge, leakage, or spillage of pollutants or contaminant which would render it more or less valuable,whether or not these materials or contaminants are apparent or hidden and unapparent. • No responsibility is assumed by the appraisers for these conditions. In addition, no responsibility is assumed by LPA for the cost of engineering and/or laboratory studies which might be required to discover such materials or contaminants. And no such engineering or laboratory studies have been ordered for the appraised property. • Disclosure by the appraiser of the contents of this Appraisal Report is subject to review in accordance with the by-laws and regulations of The Appraisal Institute. • The distribution,if any,of the total valuation in this report between land and improvements applies only under the stated program of utilization.The separate allocations for land and buildings must not be used in conjunction with any other appraisal and are invalid if so used. • Possession of this report, or a copy thereof, does not carry with it the right of publication, unless prior arrangements have been made. • The appraiser,by reason of this appraisal,is not required to give further consultation,testimony,or be in attendance in court with reference to the property in question unless arrangements have been previously made. • Neither all nor any part of the contents of this report (especially any conclusions as to value,the identity of the appraiser,or the firm with which the appraiser is connected) shall be disseminated to the public through advertising,public relations, news,sales, or other media without prior written consent and approval of the appraiser. • This appraisal was made in accordance with the Code of Professional Ethics and Uniform Standards of Professional Appraisal Practice as promulgated by the Appraisal Foundation and the Appraisal Institute. • Acceptance of and/or use of this report constitutes acceptance of all assumptions and limiting conditions stipulated. • The Americans with Disabilities Act("ADA") became effective January 26, 1992. LPA has not made a specific compliance survey and analysis of this property to determine whether or not it is in conformity with the various detailed requirements of the ADA. It is possible that a compliance survey of the property,together with a detailed analysis of the requirements of the ADA,could reveal that the property is not in compliance with one or more of the requirements of the Act.If so,this fact could have a negative effect upon the value of the property. Since we have no direct evidence relating to this issue, we did not consider possible non-compliance with the requirements of ADA in estimating the value of the property. • Unless otherwise noted in the body of the report, it is assumed that there are no mineral deposits or subsurface rights of value involved in this appraisal,whether they are gas,liquid,or solid. Nor are the rights associated with extraction or exploration of such elements considered unless otherwise stated in this Appraisal Report. Unless otherwise stated,it is also assumed that there are no air or developments rights of value that may be transferred. • By use of this Appraisal Report,each party that uses this Appraisal Report agrees to be bound by all of the Assumptions and Limiting Conditions,Hypothetical Conditions and Extraordinary Assumptions stated herein. LPA 2024.04.139 PAGE 49 CERTIFICATION CORPUS CHRISTI•TEXAS VACANT LAND CERTIFICATION We certify to the best of our knowledge and belief: • The statements of fact contained in this report are true and correct. ■ The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions and is our personal,impartial and unbiased professional analyses,opinions,and conclusions. • We have no present or prospective interest in the property that is the subject of this report and have no personal interest in or bias with respect to the parties involved with this assignment. ■ Our engagement in this assignment was not contingent upon developing or reporting predetermined results. • We have no bias with respect to the property that is the subject of this report or to the parties involved with this assignment. • Our compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client,the amount of the value opinion,the attainment of a stipulated result or the occurrence of a subsequent event directly related to the intended use of this appraisal. ■ Our analyses,opinions,and conclusions were developed,and this report has been prepared in conformity with the Uniform Standards of Professional Appraisal practice, as well as the State of Texas. • Jeffrey K Walters made a personal inspection of the property that is the subject of this report. Mario Caro, MAI, AI-GRS, SR/WA, Brian Bormann,and Benjamin Saunders did not make a personal inspection of the property that is the subject of this report. ■ No one provided significant real property appraisal assistance to the person(s) signing this certification. ■ This appraisal assignment was not based upon a requested minimum valuation, a specific valuation, or the approval of a loan. • As of the date of this report, Mario Caro, MAI, AI-GRS, SR/WA, has completed the continuing education program for Designated Members of the Appraisal Institute. Moreover, the reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Code of Professional Ethics & Standards of Professional Appraisal Practice of the Appraisal Institute,which include the Uniform Standards of Professional Appraisal Practice. • As of the date of this report, Jeffrey K Walters has completed the Standards and Ethics Education Requirements for Candidates of the Appraisal Institute ■ The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. ■ We have not provided any services, as an appraiser, or in any other capacity, regarding the property that is the subject of this report within a three-year period immediately preceding acceptance of this assignment. MARIO CARO,MAI,AI-GRS, SR/WA BRIAN BORMANN Certificate No.TX1334889-G Certificate No.TX1381 102-G BENJAMIN SAUNDERS JEFFREY K. WALTERS Certificate No.TXI381348-G Certificate No.TX1380924-G LPA 2024.04.139 PAGE 50 ADDENDUM CORPUS CHRISTI•TEXAS VACANT LAND ADDENDUM LPA 2024.04.139 PAGE 51 MARIO CARO, MAI, AI-GRS, SR/WA SAN ANTONIO OFFICE EXPERIENCE Mario Caro has served as Senior Managing Director of LPA Son Antonio since 2016. LPA 100 NE Loop 410#1350 is a commercial appraisal and consulting firm completing a wide range of projects San Antonio,Texas 78216 throughout the southwest. Property types include, but are not limited to office, retail, industrial, multi-family, mixed-use, self-storage, hotel/motel, car washes, vacant land, daycare,subdivisions, and special use. direct 210.528.1491 mario@lowerypa.com Mario began his appraisal career in 2001 with a regional appraisal company in Houston and specialized in right-of-way and eminent domain appraisal on public and private projects nationwide. In 2005, he returned to his hometown in San Antonio and joined a boutique appraisal firm providing right-of-way and commercial valuation.After 10 years, he transitioned to a global real estate firm where he developed their Texas right-of-way /litigation support practice and appraised commercial properties for lending purposes. Mario has over 20 years of experience appraising for litigation and legal support matters in both federal and state courts.Numerous clients, including public agencies, attorneys, title companies,and lenders nationwide have relied on his expertise in an appraiser and review appraiser capacity. Maria has provided expert witness testimony and support on a variety of property types for public transportation,utility and recreational corridors,and drainage facilities. PROFESSIONAL ASSOCIATIONS • Appraisal Institute International Right-of-Way Association -Designated Member(MAI,AI-GRS) -Designated Member(SR/WA, R/W-AC) •3rd Director, Region VIII -President 2022-2023,South Texas President 2022,South Texas Chapter -Vice President 2021-2022,South Texas •First and Second Vice President 2021 -Treasurer 2020-2021,South Texas 8t 2020, South Texas Chapter -Secretary 2019-2020,South Texas -Treasurer 2019, South Texas -Activities Chair 2012-2013, South Texas -Secretary 2018,South Texas •National Nominating Committee Alternate 2023, Region Vill •Regional Rep 2020-2021,South Texas •Education Chair 2020,South Texas -Alternate Regional Rep 2014-2019, South Texas Chapter -Candidate Guidance Chair 2014-2019,South Texas Chapter '/ �Jv Certified General LICENSES EDUCATION TALCS Real Estate Appraiser Texas General Appraiser BS—Texas A&M University—Agribusiness 1334889-G Appraiser: MARIO ANTONIO CARP Coursework for MAI designation License a! Tx 1334989 G License Expires;OS/31/202S New Mexico General Appr. REA-2023-0077 Coursework for SR/WA designation Having provided satisfactory evidence W the pualifitations required by the Texas Appraiser Licensing and Certifitatian Act,Ocwpations Coursework for AI-GRS designation Code,Chapter11Q3,authorlaatlon isaranted to usethlstltk: Cerdfled General Real Estate Appralser =- Coursework for Rf W-AC designation For addition a l lrlorrnatlon or to file a complaint please contact TALCS at www.talcb.texas.gov, 5L • i lowerypaxom BRIAN BORMANN SAN ANTONIO APPRAISAL 1 DEAL ESTATE EXPERIENCE 100 NE Loop 410 February 2022 to Present; Director at,LPA-Son Antonio Suite 1350 San Antonia,Texas 78216 June 2021 to January 2022,Senior Associate at LPA-Son Antonio June 2019 to May 2021; Associate at LPA-Son Antonio cell 210.528.1555 ofc 210.390.0492 x 403 May 2018-May 2019:Summer Associate at LPA-San Antonio brian@lcwerypo.com Types of properties appraised include. office, retail, industrial, multi-family, mixed-use developments, self-storage, auto service, hotel, car wash, restaurants, vacant land, special use, and other types of commercial properties. EDUCATION BBA Finance-Texas A&M University MS Real Estate-Texas A&M University Successfully completed the following courses administered by McKissock Appraisal Education ■ Basic Appraisal Principles • Basic Appraisal Procedures ■ Texas Supervisor-Trainee Course • 15 hour National USPAP Course ■ General Report writing and Case Studies • General Sales Comparison Approach ■ General Appraiser Site Valuation and Cost Approach Successfully completed the following applicable courses at Texas A&M University: ■ Real Estate Decision Making • Real Estate Investment Analysis ■ Real Property Analysis • Real Property Valuation ■ Commercial Real Estate Law ■ Market Analysis for Real Estate Development ■ Real Estate Analytics ■ Land Economics • Land Development Practice ■ Design and Development Economy ■ Real Property Finance ■ Analysis of Real Estate Decisions ■ Real Estate Development Analysis LICENSE Certified General Texas General Appraiser T•ALCBh Real Estate Appraiser TX-1 381102-G ..�. Appraiser; Man Ray Bormann License g; TX L331102 G License Expires:06/30/2025 H..%pe wdsaPkfa[tory erwerste W Me qua dA v—regd d nT rM Tsai Appraripr Lte sa cMdw fim adr,ar pagn Loos,ehaprer 3463,ntAnruaero ngearHe4 muse anrs ntk. C'". rtrafR hkale Appraiu _ for add,tional,rit hnn wto file a eo"wt pkm ooataet Ta A—takb.We _R_ • A f BENJAMIN SAUNDERS SAN ANTONIO APPRAISAL 1 REAL ESTATE EXPERIENCE 100 NE Loop 410 August 2023 to Present;.Senior Associate at LPA-San Antonio Suite 1350 San Antonio,Texas 78216 July 2021 to July 2023;Associate at[PA-San Antonio Types of properties appraised include: office, retail, industrial, multi-family, mixed-use cell 210.293.7962 developments, self-storage, auto service, hotel, car wash, restaurants, vacant land, oft 210.390.0492 x 404 special use,and other types of commercial properties. bsaunders@lowerypcl.com EDUCATION BA-History-Texas Tech University Successfully completed the following courses administered by Champions Appraisal Education and McKissock Appraisal Education: • Basic Appraisal Principles ■ Basic Appraisal Procedures • 15-hour National USPAP Course ■ General Sales Comparison Approach ■ General Appraiser Site Valuation and Cost Approach ■ General Appraiser Income Approach ■ General Appraiser Market Analysis Highest and Best Use ■ General Report Writing and Case Studies ■ Statistics, Modeling, and Finance ■ Appraisal Subject Matter Electives • Texas Supervisor Trainee Course ■ Commercial Appraisal Review ■ Expert Witness for Commercial Appraisers Certified General TALCB Real Estate Appraiser LICENSE EKIb■Pp•AtiE4 tIGE 5i•G• Texas General Appraiser Appraiser: Benjamin Wade Saunders TX-1381348-G License#: T%1381348 G License Expires:08/31/2025 Having provided satisfactory evidence oft he qualifications required Ay th e Texas appraiser u tensing and Lertificatlo n nct,occupations code,chapter 1103,authorization Is granted to use this title: Certified General Real Estate Appraiser ch■Iru Buddrdtr For addn ion"I information or to file a complaint please contact mice tommisalaner at www.taicb,texas.gov. UQ L • . lowerypa.com JEFFREY K. WALTERS CORPUS CHRISTI OFFICE EXPERIENCE 800 North Shoreline Boulevard, March 2020 to Present; Director at Lowery Property Advisors, LLC Corpus Christi, Texas 78401 August 2016 to February 2020; Certified Appraiser at Allen, Williford&Seale Inc. direct 361.232.4700 Types of properties appraised include: office, retail.. industrial, agricultural, mixed-use developments, restaurants, hotels, marinas, day cares, subdivisions, apartments, car jeff@lowerypa.com washes, land, and other types of special use commercial properties, partial acquisitions and eminent domain/condemnation related appraisals. EDUCATION BBA-Finance. Economics Minor-Texas A&M University 2016 Successfully completed the following courses offered by The Appraisal Institute and McKissock: • Basic Appraisal Principles • Basic Appraisal Procedures Uniform.Standards of Professional Appraisal Practice • Real Estate Finance,Statistics, and Valuation Modeling • General Appraiser Income Capitalization Approach-I • General Appraiser Income Capitalization Approach-II • General Appraiser Sales Comparison Approach • General Appraiser Site Valuation and Cost Approach • General Appraiser Report Writing and Case Studies • General Appraiser Market Analysis and Highest and Best Use • Expert Witness Testimony • Commercial Appraisal Review • Appraisal of Assisted Living Facilities • Appraisal of Industrial and Flex Buildings Other applicable courses: • Real Estate Decision Making-Texas A&M • Real Estate Finance-Texas A&M • Real Estate Investment Analysis-Texas A&M PROFESSIONAL ASSOCIATIONS •Appraisal Institute-South Texas Chapter •IRWA-San Antonio Chapter/Corpus Christi Founding Member !/ * \\ Certified General T'ALCB Real Estate Appraiser LICENSES r.•�. •�-• Appraiser: Jefrrey Kyle Walters Texas General Appraiser License#: ne 13M24 G License Expires:09/30/2025 1380924-G Oklahoma General Appraiser by theeTero App'.rixteLle—ingwd of the Act,0-pats ed v PPraiser.Lleans:n and certircaliun Act,ouwP+tl— Code,Chapter 1103.authorization is granted to use this title: _ 13497CGA Certrthed General Real Estata Appraiser �....a•d hd. Fur addlorul inturnadun ur to nM a carnptarnt ptaasr canratl iAtCB raa..ea,va.. at www.talcb tcs as.gov. FP • a lowerypa.com cdcb 4/29/2024 Keren Costanzo Planning Manager Planning&Community Development 1201 Leopard St. Corpus Christi,TX 78401 RE: Letter of Board Support,cdcb I come dream.come build. Dear Ms.Costanzo, It is with pleasure that we submit this letter of support in the name of the Board of Directors for cdcb I come dream.come build.The board of directors is aware and in full support of the Former Lamar Elementary Site and the Nearby Neighborhood Parcels Project. Nick Mitchell-Bennett, CEO of cdcb has kept the board abreast of the process with monthly updates. As well,cdcb has created the Coastal Bend Community Advisory Board(CBCAB). This Advisory Board is chaired by cdcb Board Member,Judy Telge of Corpus Christi. The CBCAB meets monthly to review projects and to give local insight and direction. cdcb has had a highly successful 50-year history here in the Rio Grande Valley. cdcb develops and/or finances an average of 150 housing units each year and we are looking forward to bringing of success to Corpus Christi. cdcb has been trying for years to engage with the City of Corpus Christi and we are so excited to launch a successful project for the residents of Corpus Christi. If you have any questions, please feel free to reach out to me. I can be reached at lynette ben avidezayahoo_com. Sincerely, Lynette Benavidez, Cdcb Board Chairperson O N •r+ O ( N N N � � � V U w w a� � cn F� N U O Q U Q N O i O = bn f6 O i c m Q N O 'N N 0O0 0- C E O E W N O E N �..� 0 O m � � � N • � U > O o �� f6 m m (/) Ucu 0- i Lu N N N O • � O Q N N _ � N Q CaA O ca ate-+ cu N f6 `~ +•+ i N V W N 'n 0 . . >� >, O N t O cn eq E U N a E +•+ C2A N N • • E •L O > cc M Q m rq U cm i E 4 > N O cm G1 N O > O Q N N N bn O N O (D � QCL Q kn C — ~ 2 A A A A A M r. A' i O 4� 1 1 , 'ti'ti 11 S T -j 4 0 \\ M �- - ® [— : £ u \ ( \ § \ ! o � - » § � � �� � � � q ) e \ \ ) \ A LL, 4rL ■ - 0 CL \ � ■■_ �� o _ NU U L U U U U U (6 (6 (U6 (6 (6 (6 (6 (6 l.f) l.f) a l0 Lr) l0 O O O O O O O O V J V U U U D U r E cm E E cm E 2 D U = D U _ E L m L m > O a") E > O N E Q = 4 Q O Y O : E t O V) t O N i of GJ � S N U L � U � L L r) �+ � L O .O L Q N N Q� L �U co U . ^ � O rl rq O Q O O U J H C6 L!) L W N 0 � N O v a 06 oe$ O 3 U N � N m O N N M � O O O V .V O X 4-+ O O O O u H m m m O G! O i U U U M �+ N ,two � � � z m ri ry (Yi .4 06 O N H Q, O � � •cn c�i� C Q _0 N LL N � U N }' ' }' N J L p •— +-+ C�0 2 4O 4-J •N i >, L 0 U O N � � M O N E J = O v O (� +-+ OU O •N rj }, cn — N 0- -' •� > N Ln L N L� L a)w � c6 +� 2 v N O O � O � U 4— O (1 v N N O Co 4-J i •� _0 U : • PI1 N +-+ ca 0 N N N ~ O � •0- O N DC N U N +, CO +-+ +-+ l0 � N O (� a1 00 l0 N L Lf) C: ca i N L n- � Co Q t •� N •" co p . O ca }' in Lin o w o N x ca N E L = O ca O N N C N m ca u = a� rn O ca o � O L • • 6 4- • cti • O a1 se GO � O H U �CORPOF 1 AGENDA MEMORANDUM 1852 City Council Meeting of May 21, 2024 DATE: May 21, 2024 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P. E., Director of Engineering Services 0effreye(a)cctexas.com (361) 826-3851 Ernesto De La Garza, Director of Public Works Ernesto D2(o)cctexas.com (361) 826-1677 Resolution Approving Pavement Recommendations for Bond 2022 Streets and Amending City Council Policy 28 CAPTION: Resolution amending City Council Policy 28 which outlines the guidelines for awarding contracts when projects are bid with both concrete and asphalt pavement and approving pavement design recommendations for the Bond 2022 Street projects. PURPOSE: This resolution makes certain changes to Council Policy 28 — Award Guidelines for Arterial and Collector Streets with Concrete pavement (PCC) or Asphalt pavement (HMAC). In addition, City staff is making recommendations for the 13 Bond 22 street projects that were approved by voters on November 8, 2022. Excluded are two streets that were designed using Bond '20 funds and that were covered by prior resolution. BACKGROUND: On October 27, 2020, City Council approved a resolution amending City Council Policy 28 that was originally adopted on July 16, 2019. The policy outlines guidelines for awarding arterial and collector street construction contracts designed with concrete pavement and asphalt pavement and outlines criteria for selected one pavement type over another. Below is a summary of the proposed changes to City Council Policy 28: 1. Pavements will be designed for the in-situ soil conditions to provide the required 30-year design life as per the current version of the Infrastructure Design Manual. 2. When the cost difference between PCC and HMAC is below $125,000/lane mile, the City should award the PCC bid. 3. For residential projects and residential collector projects, the City should design using HMAC for constructability reasons to minimize disruption to driveway access. 4. Continuity is a reason for bidding some projects with one pavement type over another. Consideration should be given to providing a uniform surface type. 5. Truck volume is a reason for specifying PCC only. 6. City Staff will have pavement type recommendations for Bond project approved by council during design. Modifications to those recommendations will be brought back to council if they change during the design process. Applying the revised Policy 28 criteria, following are the pavement design recommendations for the Bond 2022 street projects: Project Name Pavement Design Upper/Middle/ Lower Broadway - Coopers Alley to Twigg - Concrete Desiqn Only Starlite Lane - Violet to Leopard HMAC Surfside Blvd - Breakwater to Elm HMAC McCampbell - Agnes to Leopard Concrete Alameda Street (Texan to Doddridge) Design Only Concrete/HMAC Alameda Street - Airline to Everhart Concrete/HMAC Carroll Lane - SPID to Holly HMAC Bonner Drive - Everhart to Flvnn HMAC Martin Street - Holly to Dorado HMAC Flour Bluff Drive - Yorktown to Don Patricio Concrete/HMAC Holly Road - Paul Jones to Ennis Joslin - Design Only Concrete/HMAC Timber ate Drive - Snow goose to Staples HMAC Aaron Dr - Saratoga Blvd to Summer Winds HMAC Below is a summary of the results: Proposed Pavement Design Number of Streets Recommendations Asphalt and Concrete 4 Asphalt Only 7 Concrete Only 2 Total 13 ALTERNATIVES: The alternative is to reject staff recommendations and evaluate pavement recommendations at the time of construction contract award. FISCAL IMPACT: There is no fiscal impact for this item. RECOMMENDATION: Staff recommends approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Resolution City Council Policy 28 original - July 16, 2019 City Council Policy 28 - October 27, 2020 revisions City Council Policy 28 proposed revisions Resolution amending City Council Policy 28 that provides guidelines on whether asphalt pavement (HMAC) or concrete pavement (PCC) should be selected for the construction of arterial and collector streets WHEREAS, the Corpus Christi City Council has requested the Public Works Department reconsider its evaluations for recommending when either asphalt or concrete pavement should be used for the design and construction of streets; WHEREAS, streets will continue to be designed and bid with both asphalt and concrete pavement unless preliminary research by Public Works supports either an asphalt or concrete surface design; WHEREAS, whether a road is classified as a Collector or an Arterial shall be a factor when considering whether a particular surface type is more suitable for the design of a particular street. WHEREAS, the City of Corpus Christi is currently expending funds for engineering design firms to design plans for the bid and construction of City Streets with both concrete and asphalt pavement designs when a street may be more suitable for a particular design; WHEREAS, the FY 2024 policy update includes an emphasis on heavy vehicle traffic (trucks, buses, etc.), constructability, continuity of existing pavement, and the presence of underground utilities for selection of concrete or asphalt pavement; WHEREAS, the Department of Public Works shall use the criteria listed below to determine whether the City Street shall be an asphalt or concrete street; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. City Council Policy 28 is amended as follows: 28. — Guidelines for the Selection of Asphalt or Concrete Pavement for Residential, Collector, and Arterial Streets Design and Construction If the street is classified as a Collector, then Asphalt Pavement will be utilized for the design and construction of the street unless the street has a high heavy vehicle volume (trucks, buses, etc.). In the event the street is located in an industrial area and/or an area with a high percentage of average daily heavy vehicle traffic then concrete pavement will be used for the design and construction of the street. If the street is classified as an Arterial then the underground utilities, constructability, continuity and amount of heavy vehicle traffic will be considered in deciding whether concrete or asphalt pavement should be utilized for the design and construction of the street. When large quantities of underground utilities are present under a street and/or a street is located in an area with a high percentage of average daily heavy vehicle traffic, then concrete pavement will be utilized for the design. 1 In the event a street is located in an area where the constructability of concrete pavement would not be feasible because of the requirement of continuous driveway access to facilities/residences then asphalt pavement will be utilized for the design of the street. Further the continuity of the existing pavement type shall be considered in the selection of asphalt or concrete pavement. In the event none of the above factors are determinative then street will be designed and bid with both asphalt and concrete pavement and if the construction cost for concrete pavement is within $125,000.00 per lane mile, which should represent the future anticipated maintenance cost of the asphalt pavement alternative, then the concrete pavement alternative will be used for the construction of the street. .PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary 2 Bond 2022 Streets Pavement Design Recommendations Proposed Pavement Project Name Design/Bid Engineers Notes Recommendation Upper/Middle/Lower Broadway-Coopers Alley to Varying plasticity index and sloped roadway.These Concrete conditions can lead to the potential compromise of asphalt Twigg-Desiqn Only roadways with water seepage. Varying plasticity index.Residential street.Concrete Starlite Lane-Violet to Leopard HMAC roadways can lead to constructability issues and traffic conflicts. McCampbell-Agnes to Leopard Concrete High plasticity index.Industrial traffic can lead to the expedited degradation of an asphalt roadway. Installed cub and gutter and sidewa lk wlth the Bond 2014 Surfside Blvd-Breakwaterto Elm HMAC pmje Co-ruction ofa concrete surface wou Id require the tear out of the recently built curb and gutter work. Varying plasticity index.Continuation of the previous Alameda Street(Texan to Doddridge)Design Only Concrete Bond projects that installed concrete surfaces in the corridor. Varying plasticity index.Continuation of the previous Alameda Street-Airline to Everhart Concrete Bond projects that installed concrete surfaces in the corridor. Varying plasticity index.Residential street.Concrete Carroll Lane-SPID to Holly HMAC roadways can lead to constructability issues and traffic conflicts. Varying plasticity index.Residential street.Concrete Bonner Drive-Everhart to Flvnn HMAC roadways can lead to constructability issues and traffic conflicts. Varying high plasticity index.Continuation of Martin Street-Holly to Dorado HMAC previous Bond project th at installed asphalt surfaces in the corridor. Flour Bluff Drive-Yorktown to Don Patricio HMAC Low plasticity index.Continuation of previous Bond project that installed asphalt surfaces in the corridor. Varying plasticity index.Continuation of previous Holly Road-Paul Jones to Ennis Joslin-Design Only HMAC Bo nd p roject that i nsta lled aspha It su rfaces in the corridor. Varying plasticity index.Residential street.Concrete Timbergate Drive-Snowgoose to Staples HMAC roadways can lead to constructability issues and traffic conflicts. High plasticity index.Residential street.Concrete Aaron Dr-Saratoga Blvd to Summer Winds HMAC roadways can lead to constructability issues and traffic conflicts. se 0 0 PH AGENDA MEMORANDUM NOORPOP 11 ;s52 Action Item for the City Council Meeting of October 27, 2020 DATE: September 30, 2020 TO: Peter Zanoni, City Manager FROM: Richard Martinez, Director of Public Works Richard M5(a)cctexas.com (361) 826-3419 Resolution Amending City Council Policy 28 —Award Guidelines for Arterial and Collector Streets with Concrete or Asphalt Pavement CAPTION: Resolution amending City Council Policy 28 that outlines the guidelines for awarding arterial and collector street construction contracts using concrete pavement or asphalt pavement. SUMMARY: This resolution amends City Council Policy 28 which outlines the guidelines for awarding arterial and collector street construction contracts using concrete pavement (PCC) or asphalt pavement (HMAC). This policy must be updated annually. The policy updates include an emphasis on including the evaluation of the geotechnical soil conditions and recommending the removal of the residential streets from this policy. BACKGROUND AND FINDINGS: Prior to Bond 2008 the City would typically design arterial road reconstruction projects with HMAC pavement. With Bond 2008, the City began to bid some of the arterial streets with both HMAC and PCC pavement designs, resulting in multiple bid awards for the PCC pavement alternative. In 2013, the City upgraded the pavement design standards to a 30-year design life using the Association of State Highway Transportation Officials Guide for Design of Pavement Structures. The change in design criteria, combined with market forces, created an environment where PCC became much more competitive with HMAC. In 2016, the City began designing and bidding all arterial Bond projects with both HMAC and PCC pavement alternatives. In 2016, the practice was to design both HMAC and PCC using a 30-year design life and award the bid to the lower cost pavement alternative. Bidding projects utilizing both PCC and HMAC designs enhanced competition among contractors and reduced costs. Several projects received lower bids for the PCC pavement alternative. In early 2017, at council request, Engineering Services staff performed a life cycle cost analysis comparing a proposed maintenance plan with the City's existing HMAC maintenance plan. The results of that cost analysis validated the belief that PCC offered reduced maintenance costs over HMAC. The analysis indicated that the City should be willing to pay an additional $100,000 per lane mile for PCC pavement based on maintenance savings. Staff adopted a policy recommending award of the PCC alternative if it was within $100,000 per lane mile of the HMAC alternative. That policy was communicated to City Council in a memo dated June 2, 2017 and was applied to all bids. In April 2019, an updated memo addressed a question raised at the September 18, 2018 City Council meeting during discussions about the Rodd Field Road Improvement Project award. That project was bid with both HMAC and PCC pavement alternatives. The HMAC alternative was awarded; however, council had a question as to whether the $100,000 per lane mile adequately reflected the value of maintenance savings from PCC pavement. This policy was last updated on July 16, 2019 as a result. Freese and Nichols, Inc. was tasked with re-evaluating the life cycle cost analysis between HMAC and PCC pavements and providing a letter report with recommendations resulting in three cost range options for bid award recommendations. Upon the review of the recommendations, Engineering Services concluded the analysis warranted increasing the previous cost per lane mile from $100,000 to $125,000 . For the FY 2021 policy update, Public Works contracted with Roadway Asset Services (RAS) to re-evaluate the life cycle cost analysis between HMAC and PCC pavements. RAS has the required experience for evaluating pavement networks and general performance. Scott Gordon, Principal Engineer and President, has over 30 years of experience in pavement evaluation, including providing similar services for 4 out of the 5 major cities in Texas. This policy update includes an emphasis on the evaluation of existing geotechnical soil conditions. Public Works proposes incorporating geotechnical testing in the design phase of the project to determine the plasticity index (PI) of the existing soil. The plasticity index is the size of the range of water contents where the soil exhibits plastic properties. As indicated in the recommendations from RAS, soils with a PI greater than 30 are characterized as an expansive soil. The expansiveness of clay soils will have a major impact on the performance of pavement structures. Pavements on clays soils must be designed with an additional stabilized layer, which should be accounted for in the initial design and capital expenses. Expansive soils will also require more frequent maintenance due to the higher percentage of cracking and differential movement anticipated and, in some cases, with different types of maintenance. HMAC pavements will likely require additional mill and overlay activities to correct differential movement and PCC pavements will likely require grinding and additional panel replacements due to the differential movements. To determine an updated life cycle cost analysis, RAS has used maintenance actives, assigned costs to the activities, applied discount and inflation rates using a 40- year analysis timeline. The details of this life cycle cost analysis can be found in Attachment A. The results from the RAS cost analysis indicated that the City should not use concrete pavement for arterial and collector streets on soils with a PI greater than 30. If the PI is less than 30 then this policy will be used to determine the selection of asphalt or concrete. Therefore, if the initial construction bid is within $128,000 per lane mile between HMAC and PCC, then PCC should be chosen. If the difference in initial construction bid is greater than $128,000, then HMAC should be chosen. With a minimal differential in price, Public Works recommends utilizing the existing $125,000 per lane mile for construction bids on arterial and collector roadway projects. An additional item for consideration in the selection of pavement surfaces should be the adjacent pavement types. In areas of PCC, prioritization should be given to PCC, similarly on areas with HMAC. For example, if a proposed project is adjacent to an existing PCC section, additional consideration will be given to PCC as the pavement selection for continuity. Additionally, this policy update reinforces previous recommendations of the elimination of residential streets from the evaluation of PCC. This is due to the general location of utilities in residential areas and lower traffic loads on residential streets. Typically, utilities are in the street. Street cuts needed to repair utility lines would result in costly repairs. At this time, it is not deemed financially advantageous to bid residential streets in PCC. Below is a summary of the recommendations from Public Works: 1 . When the project contains a majority subgrade with a PI greater than 30 or deemed as a moderate to highly expansive soil by the design Geotechnical Engineer, the City should recommend HMAC. 2. When the cost difference of PCC is below $125,000/lane mile, the City should recommend PCC. 3. For residential projects, the City should recommend HMAC. 4. Other criteria to consider is if the adjacent pavement section is PCC, consideration should be given to providing a uniform surface type, at the discretion of the City Public Works staff. ALTERNATIVES: Do not approve this policy update and defer to the existing policy. FISCAL IMPACT: N/A RECOMMENDATION: Staff recommends approval of this policy update. LIST OF SUPPORTING DOCUMENTS: Presentation Roadway Asset Services, LLC (RAS) Letter Report w � � N � o wQ Q O � u •1004 V ; L o � U N O U L cn _ ODC V 0 Q) E � � > p � V v > � JCL 4J M — N U i O Q 4-1 O (0 c p P v v !�7 Q) m V i �' }' � }' � o O M cOv0 O O � Q) 4cB U O cn Q) O •� � � U_ � cn � aJ � N ��' D O O O 4J O cn > 4-1 " cps 4-j O v -C a-1 P cl� 0 M V' U }, �E i O Lr) Cif N U +1 Z3 O � � t v cc +) }, _ " Q) o co M N � o o 0- � a S OU M �}' 0 Q of U }' v v v a-j O •cn U a--+ � r-I _ s N 4-)CL � ._ o v _ — E — — wonv LM Q >- - U O L, D M u c0 O ni v > vi O mu O +� � .P � CD o > -0 " 00 m O Q) co cv •FE v Q) U o r N oc Na � M " � E � ODL l^�1 ru^� L V +0 ft �I U � � }, V - '+- U C C G� --' ^ N ^ O C6 V =3 U U p v U p -0 Q � Q j Q j O j O j � c o • c� > O p 0 U p p p 'SOU > U U > U co Q r N M U r N M ODL W L O U N N r (n {f} � U O N � bt 4-1 � O 'L _ � 0 (n U U -0 4-0 O � C: N U o > E �> v a) a)N > 4-1 rl V ° o O +r r-I N r--I 5 N N U U V 16.4 O � u UO CID .� L � U ODL O L 0 O o 4� c� -j a� c c � o o J o .�.^.+ 0 " 0 L N O o >, o > >100 0 > > L 00 > 0 0 o o U o cn }' E J L M >, O O >, %f.— LO f .O O r _� O O r �c i 0 ODL �.M111l t1r4 ' ` yI.JJO L •'-{ III.+ � o 2 .F ....... lei O LO r7 T� T � O U � W �U � 4-j .r-I u4-j u o4.j u i f I VW ®R bF •-c s-_r w+ r Ma e lot t" .s •� ,II ( V J� T x r� V J � to o z U a) o . 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T MRIm a: _ Awmdt- L� 11 L +J r� T� 75 U o U � � I s 0 it U -" 75 o .- u U � O U � O Q J U Q N N N U U U 0 Q Q U U U Q Q U U Vf J N Q J U 4.4 Q Q Q Q •rl 41 U U 41 2 2 0 0 0 = = U U Q Q \ \ Q Q Q \ \ Q Q m c c °}' °' a� aB O = = O L L �' �' U U U U U U V c c c c ^ ' U U U U W 0 > O O I� 7 toLo a� N N O F , N > O o ao O a� L 0 c O z 41 U O > C N + -0a ° a 0 w m c p v� m p 0 0 0 o w 0 0 O J W J O +, _ �O 0 30 p hA +' O a N N x �O s O N CO a) O u a) C: ~ Q > p } a) mo O \ m Q w 2 a) p > + N � � � O N N � � > co •L � > p N N J m Q (0 (6 J 0 N u to to m O O co VR cn cn Q Q U c� C 2 F Q a+ U U N u0 o ODL rk- 0 O • Resolution amending the City Council Policies to add Policy 28-Award Guidelines for Arterial and Collector Streets with Concrete or Asphalt Pavement specifying concrete pavement will be recommended if construction cost is within $125,000 per lane mile of the asphalt pavement alternative WHEREAS, prior to November 2008, the City would typically design and construct arterial roadways with Hot Mix Asphalt Concrete (HMAC) as it was assumed to be the more affordable pavement alternative; WHEREAS, with the November 2008 Bond Election, the City began to bid certain arterial streets with both HMAC and Portland Cement Concrete (PCC) pavement designs resulting in mixed construction awards for either HMAC or PCC pavement; WHEREAS, in 2013, the City upgraded pavement design standards to a 30-year design life using the Association of State Highway Transportation Officials (AASHTO) Guide for Design of Pavement Structures. The change in design criteria, combined with market forces, created an environment where PCC became much more competitive with HMAC; WHEREAS, in early 2017, at council request, Engineering Services' staff performed life cycle cost analysis (LCCA) comparing a proposed PCC maintenance plan with the City's existing HMAC maintenance plan. The results of that LCCA validated the belief that PCC offered reduced maintenance costs over HMAC; WHEREAS, Freese and Nichols, Inc. (FNI) was tasked with re-evaluating the LCCA between HMAC and PCC pavements and providing a letter report with recommendations resulting in three cost range options for bid award recommendations. Engineering staff believes FNI's analysis warrants raising the $100,000 per lane mile used in the current staff bid award recommendation policy. WHEREAS, during the September 11, 2018 City Council meeting, Council requested a review of the policy regarding bidding street reconstruction projects in both Hot Mix Asphalt Concrete (HMAC) pavement and Portland Cement Concrete (PCC) pavement, staff is recommending the PCC alternate if the PCC bid is within $125,000 per lane mile of the HMAC alternative. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Council Policy is amended to add City Council Policy 28 to read as follows: 28.—Award Guidelines for Arterial and Collector Streets with Concrete Pavement or Asphalt Pavement If the construction cost for concrete pavement is within $125,000 per lane mile ($17.75/square yard), which should represent the future anticipated maintenance cost, of the asphalt pavement alternative, the concrete pavement alternative will be used by City Council when deciding to award a contract for arterial and collector roadways. This policy will be updated annually. 0318 V3 1 tqC;ANNPD AT ST: THE CITY OF CORPUS CHRISTI l Rebecca Huerta Jowmcpomb City Secretary M or Corpus Christi, Texas I/ of 2019 The above resolution was passed by the following vote: Joe McComb Roland Barrera Rudy Garza Jr. Paulette Guajardo Gil Hernandez Michael Hunter Ben Molina Everett Roy Greg Smith 031913 2 Resolution amending City Council Policy 28 that outlines the guidelines for awarding arterial and collector street construction contracts using concrete pavement or asphalt pavement WHEREAS, Council Policy 28 specifies that the policy will be updated annually; WHEREAS, for the FY 2021 policy update, Public Works contracted with Roadway Asset Services (RAS) to re-evaluate the life cycle cost analysis between Asphalt (HMAC) and Concrete (PCC) pavements; WHEREAS, the FY 2021 policy update includes an emphasis on the evaluation of existing geotechnical soil conditions, specifically the plasticity index (PI) of the existing soil; WHEREAS, soils with a PI greater than 30 are characterized as expansive soil that will have a major impact on the performance of pavement structures and require more frequent maintenance due to a higher percentage of cracking and differential movement; WHEREAS, HMAC pavements will require additional mill and overlay activities to correct differential movement and PCC pavements will require grinding and additional panel replacements due to differential movement WHEREAS, to determine an updated life cycle cost analysis, RAS used maintenance activities, assigned costs to the activities, applied discount and inflation rates using a 40-year analysis timeline. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. City Council Policy 28 is amended as follows: 28.—Award Guidelines for Arterial and Collector Streets with Concrete Pavement or Asphalt Pavement If the project contains a majority subgrade with a PI greater than 30 or deemed as moderate to highly expansive soil by the design Geotechnical Engineer, the asphalt pavement alternative will be used by City Council when deciding to award a contract for arterial and collector roadways. If the PI is less than 30 and If the construction cost for concrete pavement is within $125,000 per lane mile ($17.75/square yard), which should represent the future anticipated maintenance cost, of the asphalt pavement alternative, the concrete pavement alternative will be used by City Council when deciding to award a contract for arterial and collector roadways. This policy will be updated annually. 1 032255 SCANNED ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta Jo Comb City Secretary Ma or Corpus Christi, Texas �,`� " 3I� V of 0 r}'�� 2020 The above resolution was passed by the following vote: Joe McComb Roland Barrera Paulette Guajardo Gil Hernandez Michael Hunter A Ben Molina Everett Roy Greg Smith ly SC G� O� F U -OOPORN EO zs5 AGENDA MEMORANDUM Action Item for the City Council Meeting of May 21, 2024 DATE: May 21, 2024 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P. E., Director of Engineering Services 0effreye(a)cctexas.com (361) 826-3851 Ernesto De La Garza, P.E., Director of Public Works ernestod2(a)cctexas.com (361) 826-1677 Josh Chronley, CTCD, Assistant Director of Finance & Procurement ioshc2Ca)-cctexas.com (361) 826-3169 Construction Contract Award Brownlee Boulevard —Staples Street to Morgan Avenue (Bond 2020, Proposition A) CAPTION: Resolution repurposing prior unused bond funds and authorizing a construction contract to Gerke Excavating, Inc. for the reconstruction of Brownlee Boulevard from Staples Street to Morgan Avenue, with new asphalt pavement, sidewalks, curbs and gutters, installation of ADA compliant curb ramps, signage, pavement markings, upgraded street illumination and traffic signals, and Utilities improvements in the amount of$7,725,813.45, located in Council District 2 with FY 2024 funding available from the Street Bond 2014 & 2020, Storm Water, Water, Wastewater and Gas Capital Funds. SUMMARY: This motion awards a construction contract to Gerke Excavating, Inc. for the complete reconstruction of Brownlee Boulevard from Staples Street to Morgan Avenue. The existing roadway will be demolished and rebuilt with new asphalt pavement, curbs and gutters, sidewalks, ADA-compliant curb ramps, signage, pavement markings, traffic signals and streetlight improvements. In addition to surface improvements, the project includes stormwater, water, wastewater, and gas infrastructure improvements. BACKGOUND AND FINDINGS: Brownlee Boulevard from Staples Street to Morgan Avenue is classified as a Collector (C-1) on the Urban Transportation Plan (UTP) and is 0.63 miles in length. The existing asphalt pavement has significantly deteriorated. The existing roadway was originally reconstructed in 1941, overlayed in 1983, and seal-coated in 1997, the pavement has surpassed its useful life and requires complete reconstruction. Most of the existing utilities in this area have exceeded their design life (several were installed prior to 1910). Brownlee Boulevard from Staples Street to Morgan Avenue was designed for HMAC pavement only based on the resolution endorsing pavement design recommendations for the Bond 2020 Streets projects approved at the City Council Meeting of July 20, 2021 The project's scope includes reconstruction of the existing 4-lane roadway with new HMAC pavement, curbs and gutters, and sidewalk repairs. Additionally, the project includes the installation of ADA-compliant curb ramps, signage, pavement markings, upgraded and additional street illumination, bus stops, and traffic signal improvements. Alongside the street enhancements, Storm Water, Water, Wastewater, and Gas utilities will undergo improvements to align with current City standards. PROJECT TIMELINE: 1 1 1 12024 - 2025 August - July August - April June - November Design Bid/Award Construction Project schedule reflects City Council award in May 2024 with anticipated completion by November 2025. COMPETITIVE SOLICITATION PROCESS The Contracts and Procurement Department issued a Request for Bids in August 2023 for the proposed Brownlee construction project. The solicitation included one base bid (HMAC only based on the City Council Policy 28 for Bond 2020 projects) and two additive alternates for traffic signal improvements. This project was initially advertised for bids in August 2023. The bids were rejected due to the funding shortfall. The project was re-bided again in February 2024. On March 27, 2024, the City received eight bids for the project. A summary of the bids is provided below. Additive Additive Base Bid Alternate #1 Alternate #2 Bidder (HMAC (Traffic Signal (Traffic Total Pavement) on Ayers Signal on Street) Staples Street) 1 Gerke $7,419,077.30 $279,584.10 $27,152.05 $7,725,813.45 Excavating 2 Mako Contracting $7,815,428.70 $245,013.49 $29,012.48 $8,089,454.67 MAX 3 Underground $7,826,040.49 $253,322.35 $29,624.18 $8,108,987.02 Construction 4 Clark Pipeline $7,964,998.75 $276,266.76 $30,188.97 $8,271,454.48 Services, LLC Jhabores 5 Construction $8,171,260.45 $355,381.91 $30,973.64 $8,557,616.00 Company, INC 6 Reytec $8,595,864.75 $244,189.00 $27,442.70 $8,867,496.45 Construction 7 JE Construction $9,418,290.00 $265,607.00 $28,134.00 $9,712,031.00 Services, LLC 8 J Carroll Weaver $9,360,394.93 $505,507.74 $46,608.75 $9,912,511.42 Engineer's Opinion of Probable $7,741,490.67 $181,449.10 $20,536.52 $7,943,476.29 Construction Cost Gerke Excavating, Inc. is the apparent Low Bidder. Gerke Excavating, Inc. is from Tomah, Wisconsin. Gerke Excavating, Inc was previously deemed non-responsive in October 2022 for the Bond 2020 Frontier Drive project as the Statement of Experience submitted did not meet the minimum requirements outlined in the RFB. Since then, Gerke Excavating, Inc. has been working on several projects in the Coastal Bend area with the City of Ingleside, City of Aransas Pass and Aransas County. Given the little experience in major street reconstruction, City Staff conducted an administrative hearing with Gerke on October 11, 2023. During the meeting City staff explained the expectations for the project and followed up with a comprehensive review of the bid package and reference checks. Based on the review and administrative hearing, City staff recommends that the City award the construction contract to the Low Bidder— Gerke Excavating, Inc. ALTERNATIVES: Council could choose not to award the contract to Gerke Excavating. This would delay the project and conflict with City Council's goal to expedite street projects with Bond Funds. FISCAL IMPACT: The item proposes to award a construction contract to Gerke Excavating in the amount of $7,725,813.45 for the reconstruction of Brownlee Boulevard from Staples Street to Morgan Avenue. Project funds are available in Street Bond 2014 & 2020 and FY2024 Storm Water, Wastewater, Water and Gas Capital Funds. Funding Detail: The Capital Improvement Program (CIP) shows the project is currently scheduled to begin construction in FY 2024. The project is ready to be implemented. Fund: Street — ST 2021 Bd20 A (Fund 3558) Department: Street (Dept 33) Project No.: 21050 - Brownlee (Staples to Morgan) Account: Construction (550910) Activity: 21050-3558-EXP Amount: $1,981 ,803.68 Fund: Street — ST 2015 GO BD 14 (Fund 3551) Department: Street (Dept 33) Project No.: 21050 - Brownlee (Staples to Morgan) Account: Construction (550910) Activity: 21050-3551-EXP Amount: $1,372,128.99 Fund: Storm Water- StrmWtr 2023CIP (Fund 4534) Department: Storm Water (Dept 47) Project No.: 21050 - Brownlee (Staples to Morgan) Account: Construction (550910) Activity: 21050-4534-EXP Amount: $1 ,734,765.94 Fund: Water- WTCP RR 032950 2023 (Fund 4487) Department: Water (Dept 45) Project No.: 21050 - Brownlee (Staples to Morgan) Account: Construction (550910) Activity: 21050-4487-EXP Amount: $1 ,149,280.63 Fund: Wastewater- WWWCP RR 032950 2023 (Fund 4260) Department: Wastewater (Dept 46) Project No.: 21050 - Brownlee (Staples to Morgan) Account: Construction (550910) Activity: 21050-4260-EXP Amount: $1 ,363,113.58 Fund: Gas — Gas Cap Resv (Fund 4562) Department: Gas (Dept 11) Project No.: 21050 - Brownlee (Staples to Morgan) Account: Construction (550910) Activity: 21050-4562-EXP Amount: $169,720.63 Overall Total $7,725,813.45 RECOMMENDATION: Staff recommends awarding construction contract to Gerke Excavating for the reconstruction of Brownlee Boulevard from Staples Street to Morgan Avenue in the amount of$7,725,813.45 with construction duration planned for 17 months from issuance of the Notice to Proceed with construction starting in June 2024 and completed by November 2025. LIST OF SUPPORTING DOCUMENTS: Location Map Bid Tabs (Base Bid and Additive Alternates 1&2) CIP Page Power Point Presentation Resolution authorizing a construction contract with Gerke Excavating, Inc. for the reconstruction of Brownlee Boulevard from Staples Street to Morgan Avenue, with new asphalt pavement, sidewalks, curbs and gutters, installation of ADA compliant curb ramps, signage, pavement markings, upgraded street illumination and traffic signals, and Utilities improvements in the amount of $7,725,813.45, located in Council District 2, and repurposing the use of Bond funds with FY 2024 funding available from the Street Bond 2014 & 2020, Storm Water, Water, Wastewater and Gas Capital Funds WHEREAS, all Bond 2014, Proposition 1 projects have been completed and any remaining Bond 2014, Proposition 1 funds shall be used as directed by City Council; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 2. The City Council hereby directs and authorizes the repurposing of $1 ,372,128.99 in Bond 2014, Proposition 1 funds to fund the Bond 2020 Proposition A Brownlee Blvd, from Staples St to Morgan Avenue, project. SECTION 4. The City Manager or designee is authorized to execute a construction contract with Gerke Excavating for the reconstruction of Brownlee Boulevard, from Staples Street to Morgan Avenue, in the amount of $7,725,813.45. PASSED and APPROVED on the day of 12024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary 000�o�oo��000� ��oao���o o�oo�oo �o 0000m �000000� a000�ooa��oo�oo� 0 a X m 00000000000000 000000000 0000000 00 00000 00000000 0000000000000000 00000000000000 000000000 0000000 00 00000 00000000 0000000000000000 O 2 X a K 00000000000000 000000000 000000u� o0 0000 u� o0000000 0000000000000000 00000000000000 000000000 oomo�orvu� ma �0000i� o0000000 0000000000000000 O 2 a X w. 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'1.1...►ti� � - - - � -.� — .',� r .fir. �/ �• co �. j ' �' W - e , 4 ♦v �ice, .+. - ..: +�� ���' �. �.: _.~ - ,.._... `"1. ,` - •'�-� ,�' �� T. 00 `�G ,�F. � _... -. •mil �``- .... �'... '"' �y N _ -��-� d�.•f'L` t ISABEL :; .. ' AYERS~ w PALMERO 9• / y k O iL .. IL QQ _- Lu Y ` 1 ......... r COLS t ; r� PROJECiT NO. 21050 BROWNLEE BOULEVARD - CITY COUNCIL EXHIBIT STAPLES STREET CITY OF CORPUS CHRISTI,TEXAS TO MORGAN AVENUE DEPARTMENT OF ENGINEERING SERVICES c_,�• Capital Improvement Flan 2024 thru 2026 City of Corpus Christi, Texas Project# 21050WWI _ a� J' Project Name Brownlee (Staples to Morgan) Type Improvement/Additions Department Public Works R Useful Life 25 years Contact Director of Public Works ' Rk t J* Category Street-Rehabilitation Priority Critical-Condition\longevity c. Council District 1/2 y Status Active � Description This project consists of reconstruction of existing 5-lane roadway with new pavement,curb&gutter, sidewalk,ADA compliant curb ramps, signage,pavement markings,traffic signalization improvements,and concrete bus pads.This project is currently scheduled to begin construction in FY 2024. Justification This project will replace aging utilities where applicable,improve the road to accommodate heavier traffic flows and provide a safer driving experience. Expenditures Prior Years 2024 2025 2026 Total Construction/Rehab 1,880,000 350,000 2,230,000 Design 245,357 245,357 Storm Water-St. 291,338 800,662 1,092,000 Wastewater-St 371,744 400,256 772,000 Water-St. 135,570 400,943 536,513 Gas-St. 68,864 59,287 128,151 Eng,Admin Reimbursements 58,643 267,336 50,000 375,979 Total 1,171,516 3,808,484 400,000 5,380,000 Funding Sources Prior Years 2024 2025 2026 Total G.O. Bond 2020 300,000 2,000,000 400,000 2,700,000 Revenue Bonds 871,516 1,808,484 2,680,000 Total 1,171,516 3,808,484 400,000 5,380,000 Budget Impact/Other 71 There is no projected operational impact with this project,at this time.Once the project is completed it will be added to the Street Preventative Maintenance Program. 230 cn V) r L '� O s � �n 4-1 .- U uw p � � N > N � � O � o U o � a� o � a� `.., i Ak§■ c \� )£ E■ o� uQ � S / ca ` \� ■ -- !_ ~ R\ � � o e� k � z ° § k2 ®� - 0 z jL0 t B § U•G7 a= -i � C� u i On -�-+ O= a� 0 � � u `� a� a� O o0bO l-+ o u H bO c� la� UO bO -6-1 4 U 4 O r . o� w' o U W . �_ m (V uW O E c cN _ a) ._ U Z i N ro E Q V M — O O '- U O U m � U � Ln Ca U •� O aA N Q � se 0 0 U NCORPO0.1¢ AGENDA MEMORANDUM ss52 City Council Meeting of May 21, 2024 DATE: March 15, 2023 TO: Peter Zanoni, City Manager FROM: Drew Molly, Chief Operations Officer for CCW wesleyn(�kctexas.com (361) 826-3111 Nicholas Winkelmann, P.E., Interim Director of Water Systems and Support Services NickW(o-)cctexas.com (361) 826-1796 Mary Rhodes Condition Assessment — CIP Project 23027 STAFF PRESENTER(S): Name Title/Position Department 1. Drew Molly, P.E. Chief Operating Officer CCW 2. Nicholas Winkelmann, P.E. Interim Director of Water Systems CCW OUTSIDE PRESENTER(S): Name Title/Position Agency Name 1. Jerry Snead HDR BACKGROUND: CIP Project No. 23027 Mary Rhodes Condition Assessment has been completed. This briefing will review the findings and recommendations for continued maintenance, operations, and improvement of the pipeline. 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M E 0 0 1 ■ J L- a) > CL a J � _ 4 •° 0 L � z 00 N V 0 - i d F r CL o �m N � = 0 F L isw 0 . rn N V e U^)LO CL = a 0 0 m U CL E 4-A O � o ocn fu O L u +� O ♦, to to Q to 4 ♦, N O O O U c� L ( • (n • W W U Om r S • S Z. ME ■MMEME fu • • S S a-j a..� mmi • O O E E a 4, • M Z N O O O E E E cli� M M CL \ M aC MMMMMJ 0 i C� E L o 4-j Q a a � o I L � � m � U O � � UU �L 0 C� s se 0 0 U NCORPO0.1¢ AGENDA MEMORANDUM ss52 City Council Meeting of May 21, 2024 DATE: May 21, 2023 TO: Peter Zanoni, City Manager FROM: Jeff Edmonds, P.E., Director of Engineering Services jeffreye@cctexas.com 361-826-3851 Harbor Bridge Replacement Mitigation & Support Project STAFF PRESENTER(S): Name Title/Position Department 1. Neiman Young Assistant City Manager Executive 2. Jeff H. Edmonds, P. E. Director Engineering Services BACKGROUND: In December of 2015, the City entered into a four-party agreement with the Corpus Christi Housing Authority, TxDOT, and the Federal Highway Administration (FHWA). According to the agreement, TxDOT (via the City of Corpus Christi working as their agent), was required to develop and implement a plan to improve the City's recreational areas impacted by the Harbor Bridge Replacement Project. In addition, the plan was required to be endorsed by the Hilcrest Community Advisory Board (CAB). In September 2021, The City awarded a professional services agreement to Halff and Associates to design the plan and assist the City with engaging the CAB. In April 2024, the CAB endorsed the City's plan. The City's plan includes major renovations to HJ Williams, Ben Garza, Washington Coles, and TC Ayers parks as required by the FHWA. In addition, TxDOT has agreed to allocate $5.5 million to the City's plan for the development of a replacement swimming pool in the Hillcrest community. LIST OF SUPPORTING DOCUMENTS: PowerPoint— Harbor Bridge Replacement Mitigation & Support Project >1 cri (D 14M 0) M61 L m � L � Q d a) L •� O a) ♦--+ Oa) 0 E a) ca cm N 0 N E 0U) m X U U) Q 0= 0 m N 42 a) Q �a) U •� _ L O �_ L •L M LP-r: L O 0 0•� O LL W La) O.0) � � �4-0 a �0 cn C: U _0 a_ L +=+ � � 0 Op lou E cn E •— a) E cn 0 Na) � � •� CD N EOcx= M C;) N - 0 � C6 = L+�aU OU E0 � UQ � L L > EE � L x0- -f-a >-,(D U � NQ a) a) o 0 a) o M M M a9 � ° m L Waa- Mmm� ti o �- 4 l 41 O Lo N O � _ � O O cB p = O � ' Q Co , 00 OL EL cn cn O C: M Q + cn O Q N +� N (B � N N • • � �_ cn U O U O p p � �. 4-0 > U Q. 0 0 0 0 0 0 (\ U Rsa`•=.°P" s;,;�nct:�Ma•,a�da�l � a a�l�; TaKEAHUA U �S� k Q. �. OTtaM7 Y� �,' N7tS3JiMY � 7ti • w v ' b ? � 3jr S�I'd`v5 • ,�O • • `Q� t. a�A� pA ro °� �+ 2 � 6 NINNtla'Wy5 �i W 3viHaasor—� � a�scr—�U�� y C;.IX W r _ *tr • �� �31�4�1�� •cy � i 9JLkMH '4oi-�;ri. 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Yid V'01 F �i �4 �I to 4 � f r y �� � ti ,1w a rj i a •.c �Us cr w 0 U IkCOBPOO 11 AGENDA MEMORANDUM 1852 City Council Workshop of May 21, 2024 DATE: May 6, 2024 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, CPA CGFO, Assistant City Manager Heatherh3(a7cctexas.com (361) 826-3506 FY 2025 City Council Budget Goal Setting Workshop STAFF PRESENTER(S): Name Title/Position Department 2. Heather Hurlbert Assistant City Manager City Manager's Office 4. Neiman Young Assistant City Manager City Manager's Office 5. Andrew Molly Chief Operating Officer CCW 6. Eddie Houlihan Director Management and Budget 7. Al Raymond Director Development Services 8. Miles Risley City Attorney Legal Department 9. Fauzia Khan Director Public Health Department BACKGROUND: As part of the FY 2025 budget development process, this workshop will present the City Council with a financial overview of where we forecast FY 2024 will end and the projected resources available for the FY 2025 operating budget. 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