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Agenda Packet City Council - 10/15/2024
Cityof Corpus Christi 1201 Leopard Street Corpus Christi,TX 78401 cctexas.com Meeting Agenda Final-revised City Council Tuesday, October 15,2024 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 Father Raju Thottanaara with St. Peter Prince of the Apostle. C. Pledge of Allegiance to the Flag of the United States and to the Texas Flag to be led by Zak Hinojosa, 2nd grader Los Encinos Elementary 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: (ITEMS 1 -2) 1. 24-1702 63rd Annual Texas Jazz Festival, October 18 to October 20 2. 24-1712 Airport Outdoor Patio and Bar Grand Opening City of Corpus Christi Page 1 Printed on 1011412024 City Council Meeting Agenda-Final-revised October 15, 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. BRIEFINGS: (ITEMS 3 -4) 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. 3. 24-1708 Nueces County Appraisal District Appointment Process Briefing, presented by Ryan Skrobarczyk, Director of Intergovernmental Relations sponsors: Intergovernmental Relations and City Secretary's Office 4. 24-1178 Art Museum of South Texas Annual Briefing sponsors: Economic Development I. 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. J. CONSENT AGENDA: (ITEMS 5 - 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. 5. 24-1678 Approval of the August 22, 2024 and August 29, 2024 Budget Workshop City of Corpus Christi Page 2 Printed on 1011412024 City Council Meeting Agenda-Final-revised October 15, 2024 Minutes, and September 17, 2024 Regular Meeting Minutes Sponsors: City Secretary's Office Consent-Second Reading Ordinances 6. 24-1517 Ordinance authorizing acceptance of grant funds in an amount of $99,976.50 from the Texas Department of Transportation for the 2025 Comprehensive Selective Traffic Enforcement Project for overtime for sworn officers to increase traffic enforcement in Corpus Christi, with a City match of$30,234.37 in fringe benefits and fuel expenses, with funds available from the FY 2025 General Fund; and appropriating $99,976.50 in the Police Grants Fund. (6 votes required) Sponsors: Police Department 7. 24-1534 Ordinance authorizing a 40-year ground lease with one 10-year automatic renewal term with the Corpus Christi Independent School District (CCISD) for Malibu Heights Park (5.502-acre) and the adjacent Carroll Woods Park (1.232-acre) in an amount of$1.00 annually and other good and valuable consideration, located in Council District 3, near the intersection of Tripoli Drive and Fresno Drive for the proposed expansion of a new Yeager Elementary School. (28-day delay and publication) (6 votes required) Sponsors: Engineering Services and Parks and Recreation Department 8. 24-1438 Zoning Case No. ZN8268, JAR Development, LLC (District 5). Ordinance rezoning a property at or near 7868 Yorktown Boulevard from the "RS-4.5" Single-Family 4.5 District to the "CN-2" Neighborhood Commercial District" providing for a penalty not to exceed $2,000 and publication. (Planning Commission and staff recommend approval) (6 votes required) Sponsors: Development Services 9. 24-1439 Zoning Case No. ZN8336, Shafinury Morteza (District 4). Ordinance rezoning a property at or near 2201 Rodd Field Road from the "ON" Neighborhood Office District to the "CG-2" General Commercial; providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval) (6 votes required) Sponsors: Development Services 10. 24-1440 Zoning Case No. ZN8359, Horizon Land Properties, LLC, (District 4). Ordinance rezoning a property at or near 601 Graham Road from the "RM-1" Multi-Family District to the "RS-4.5" Single-Family and "CG-2" General Commercial District; providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval) (6 votes required) Sponsors: Development Services 11. 23-1961 Ordinance amending the lease with the Art Community Center of Corpus Christi, Inc. (Art Center) to expand the current premises from Cooper's City of Corpus Christi Page 3 Printed on 1011412024 City Council Meeting Agenda-Final-revised October 15, 2024 Alley to Lomax Street, for construction of new facilities and capital projects with costs of the project to be borne solely by the Art Center, including maintenance of the parking lots, landscaping, and new facilities to the Art Center, including maintenance of the parking lots, landscaping, and new facilities to the Art Center; and providing for severance, publication, and an effective date. (6 votes required) Sponsors: Economic Development Consent- Capital Projects 12. 24-1683 Motion awarding a construction contract to PM Construction & Rehab, LLC, Pasadena, Texas, for Citywide Wastewater Indefinite Delivery Indefinite Quantity (IDIQ) FY2024 project in an amount not to exceed $9,000,000.00 for a one-year term, with two one-year renewal options to be administratively authorized for a total amount not to exceed $27,000,000.00, located Citywide, with FY 2025 funding available from the Wastewater Capital Fund. (6 votes required) Sponsors: Corpus Christi Water, Engineering Services and Contracts and Procurement General Consent Items 13. 24-1580 Resolution authorizing the submission of a grant application for the FY 2024 Edward Byrne Memorial Justice Assistance Grant Program in the amount of $186,309.00 for the Corpus Christi Police Department; and authorizing an Interlocal Agreement with Nueces County for the distribution of Justice Assistance Grant Program funds in the amount of $93,154.00 to Nueces County and $93,155.00 to the City of Corpus Christi should the grant be awarded. (6 votes required) Sponsors: Police Department 14. 24-1592 Resolution authorizing the submission of a grant application to Flint Hills Resources for the 2024 Helping Heroes Grant Program in the amount of $4,000 to be used to support the Corpus Christi - Nueces County Local Emergency Planning Committee in purchasing 125 Shelter-in-Place kits. Sponsors: Fire Department 15. 24-1595 Resolution authorizing the submission of a grant application to The Coastal Bend Community Foundation for their 2024 Annual Grant in the amount of $7,500.00 for the purchase of approximately 840 smoke detectors and 120 carbon monoxide detectors for the Corpus Christi Fire Department's Fire Prevention Smoke and Carbon Monoxide Detector Program. Sponsors: Fire Department 16. 24-1711 Resolution authorizing the submission of an application to the American Society for the Prevention of Cruelty to Animals (ASPCA) for the FY 2024-2025 National Shelter Grants Initiative in the amount of$94,634.00 to City of Corpus Christi Page 4 Printed on 1011412024 City Council Meeting Agenda-Final-revised October 15, 2024 replace a split system air conditioning unit for the cattery building and to repair all damaged kennel partitions in two of the five kennel buildings. (6 votes required) sponsors: Animal Care Services 17. 24-1515 Motion authorizing eight Corpus Christi B Corporation Small Business Assistance Agreements with the following entities for one year: LiftFund, Inc., Service Corps of Retired Executives (SCORE), Texas A&M University - Corpus Christi, and five with Del Mar College for a total amount not to exceed $1,076,700.00 to assist small businesses within the City of Corpus Christi to create jobs and investment. (6 votes required) sponsors: Economic Development 18. 24-1699 Motion authorizing "Veterans Memorial Parkway" as the honorary street name for Cimarron Boulevard, from Yorktown Boulevard to Saratoga Boulevard, and the installation of signs that bear the honorary street name. sponsors: Public Works/Street Department Consent-First Reading Ordinances 19. 24-1619 Ordinance authorizing acceptance of a grant in an amount of$59,609.00 from the State of Texas, Criminal Justice Division for Violence Against Women Program with a cash match of$24,719.82 and in-kind match of $6,960.00; transferring $24,719.82 from the General Fund to the Police Grants Fund; appropriating $84,328.82 into the Police Grants Fund; and authorizing one full-time civilian employee as a Victim Case Manager. (6 votes required) sponsors: Police Department 20. 24-1579 Ordinance authorizing the acceptance of a grant in the amount of $318,816.56 from the State of Texas under the Victims of Crime Act for salaries and benefits for five civilian positions for the Corpus Christi Police Department's Victim Assistance Program, with a cash match of $61,624.14 and in-kind services of$18,080.00; and appropriating $318,816.56 in the Police Grants Fund; and authorizing five full-time employees. (6 votes required) sponsors: Police Department 21. 24-1516 Ordinance authorizing a three-year lease with Elizondo Tennis Foundation, a Texas non-profit corporation, to lease the AI Kruse Tennis Center and the HEB Tennis Center, with two one-year renewal options, in consideration for a monthly percentage of net revenue to the City of 15% in year one, 20% in year two, and 25% in year three, or minimum monthly rent payments of $2,500.00 in year one, $2,625.00 in year two, and $2,765.25 in year three, whichever is greater. (6 votes required) sponsors: Parks and Recreation Department and Finance &Procurement City of Corpus Christi Page 5 Printed on 1011412024 City Council Meeting Agenda-Final-revised October 15, 2024 K. RECESS FOR LUNCH The City Council will take a lunch break at approximately 1:30 p.m. L. 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. 24-0653 Ordinance annexing Clarkwood Estates subdivision, an 87.57-acre tract of land located at the northwest corner of Clarkwood Road (Farm to Market Highway (FM) 2292) and County Road (CR) 36 per owner petition; rezoning 84.71 acres from the "FR" Farm Rural District to the "RS-4.5" Single-Family 4.5 District; annexing an abutting 1.254-acre or 2,590-linear foot section of the CR 36 right-of-way per State law; providing for a penalty not to exceed $2,000 and publication, and approving the related service plan. (6 votes required) sponsors: Planning and Community Development Department 23. 24-1573 Zoning Case No. ZN8435, Mustang Island LLC (District 4). Ordinance rezoning a property at or near 7213 State Highway 361 (SH-361) from the "RM-AT" Multifamily Apartment Tourist 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) (6 votes required) sponsors: Development Services 24. 24-1575 Zoning Case No. ZN8441, MPM Development, LLC. (District 1). Ordinance rezoning a property at or near 11202 Haven Drive from the "RS-6" Single-Family 6 District to the "RS-4.5" Single-Family 4.5 District and the "CN-1" Neighborhood Commercial District; providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval) (6 votes required) sponsors: Development Services 25. 24-1688 One reading ordinance designating 127.72 acres within the jurisdiction of the City of Corpus Christi as a tax increment financing district to be known as "Tax Increment Reinvestment Zone No. 6, City of Corpus Christi, Texas," pursuant to petition by owners of Barisi Village properties; setting a maximum city financial participation and a maximum contribution; and establishing a board of directors for the reinvestment zone. (6 votes required) sponsors: Economic Development and City Manager's Office M. INDIVIDUAL CONSIDERATION ITEMS: (ITEMS 26 - 31) The following items are motions, resolutions or ordinances that may be considered and voted on individually. 26. 24-1689 Resolution authorizing an Interlocal Agreement with Nueces County City of Corpus Christi Page 6 Printed on 1011412024 City Council Meeting Agenda-Final-revised October 15, 2024 regarding contribution of increment to the Reinvestment Zone No. 6, City of Corpus Christi, Texas tax increment fund for the 20 year period ending December 31, 2044. (6 votes required) Sponsors: Economic Development and City Manager's Office 27. 24-1680 Resolution directing the City's Planning Department to prepare a service plan for the annexation of properties in Industrial Districts No. 1, 2, and 4 in Nueces County that have not executed a new 15-year Industrial District Agreement effective January 1, 2025; and authorizing an Agricultural Development Agreement with owners of ag-exempt property within Industrial Districts No. 1, 2, and 4. (6 votes required) Sponsors: Planning and Community Development Department 28. 24-1681 Resolution directing the City's Planning Department to prepare a service plan for the annexation of properties in Industrial Districts No. 5, 6, 7, and 8 in San Patricio County that have not executed a new 15-year Industrial District Agreement effective January 1, 2025; and authorizing an Agricultural Development Agreement with owners of ag-exempt property within Industrial Districts No. 5, 6, 7, and 8. (6 votes required) Sponsors: Planning and Community Development Department 29. 24-1514 Ordinance authorizing an agreement between the Corpus Christi B Corporation (Type B) and Del Mar College Foundation Inc., for the equipment needed for five different programs for enhanced skills training effective upon signature of the City Manager or designee: appropriating funds in the amount of$1,897,870.00 from the Type B Economic Development Fund. (6 votes required) Sponsors: Economic Development 30. 24-1337 One Reading Ordinance authorizing the issuance and sale of the City of Corpus Christi, Texas, Special Assessment Revenue Bonds, Series 2024 (Whitecap Public Improvement District No.1 Improvement Area #1 Project) in the amount of$20,700,000; approving the 2024 annual update to the service and assessment plan and assessment roll for Whitecap Public Improvement District No. 1; and approving and authorizing related agreements. (6 votes required) Sponsors: Economic Development 31. 24-1687 Motion authorizing a construction contract to Zachry Construction Corporation, San Antonio, Texas, for the Wesley Seale Dewatering System & Spillway Gates Rehabilitation project in an amount not to exceed $25,493,495.00, located outside the City limits, with FY 2025 funding available from the Water CIP Capital Funds. (6 votes required) Sponsors: Corpus Christi Water, Engineering Services and Contracts and Procurement N. EXECUTIVE SESSION: (ITEMS 32 -33) City of Corpus Christi Page 7 Printed on 1011412024 City Council Meeting Agenda-Final-revised October 15, 2024 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 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. 32. 24-1682 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 (IDA's), 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 § 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, and authorizing preparation of service plans for areas to be considered for annexation. 33. 24-1739 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 construction contracts, including, but not limited to, progressive design build procedures and the legal status of the City's discussions with entities proposing on the City's Inner Harbor Desalination Plant Project and the legal status of discharge, water rights, and Corps of Engineers permits for desalination activities on or near Corpus Christi Bay, and other potential water sources and regulatory and financing matters related to the aforementioned matters O. ADJOURNMENT City of Corpus Christi Page 8 Printed on 1011412024 s NOTIA(a NO KAN Elan 3 ILI TRAD POLICE MOT!F ej TL#"JAz FESTMAL PHESLTM TE FIS JFIZZ FESTIVFIL PRESENT Mimi NATALIE-GOWAL€7 7f0ZflF F9AM N, U)MM-a:Amvu a 3arnt•x xSrm lLLZ b I mfit Fs. arAu•-Ilm TEW STAIL UkuwMIfv CTQEI k 1 of ■ p Fd 1F4it a941k sly ` ,'• )D3=E1 W3rfC= .wWLII-LqI 3 3¢rlrta113l DOPM 'o r' ESTANI T LA AS GEh6l0IN .DI TOM Gft&X'FON 71 RJ1M•libu 1 LPTFf•i.tJ4frt �I ' 1 TEXAS JAZZ. bF D I S T R I B U T 0 R S EORBY GAILYAN * l4F Mil T�1 TALK 43PIVF-4P]19 VLTCRANS BAND '4:30FNl-5:30FIM ANTHONY G1CK1US *GPM-7PM `7:30PW1-8:30Pfd CLIFF COR N Tmo BULLY FlAY SEUMPARD "10.3opm-11:30pm I. KYLE Z"ll'RNM TEFIS JFIZ r FESTIFIL PRESENT i, fy t 4A141dd ISLd6KGIR,�ti2' e�.wu IJ}ti!•I� ruNym 5�'-5�L W14L7ar�ul ry,r 1161i?P L I I11'10 - FA CIALALA awhism r uuaaer WIN neyar OCTOBER 19 r- � i4 Cl41SS18IC ,� 5 C 5 lKKc grl7tArwpn r"Lcr MOP I 'e ; l ukLL I.h ll ,J FESTIVFIL PRESENT JHZZ CORNIER GREG ABATE QUART T,.. * * , 0 T TEXASIAZZPRESENTS EI 1�P�If y hd DIST P.IBCORS rF rF y y hn TA. I�1k4� 41ID I IVERVE #PM- r 215 s��e� se 0 0 U NCORPO0.1¢ AGENDA MEMORANDUM ss52 City Council Meeting of October 15,2024 DATE: October 11, 2024 TO: Peter Zanoni, City Manager FROM: Ryan Skrobarczyk, Director RyanS5@cctexas.com (361) 826-3622 Briefing on ueces County Appraisal District Appointment Process STAFF PRESENTER(S): Name Title/Position Department 1. Ryan Skrobarczyk Director Intergovernmental Relations BACKGROUND: In Senate Bill 2 (881" Legislature, Second Special Session), the Texas Legislature approved changes to appraisal districts impacting Nueces County. Among the statutory changes made by SB 2 for counties with populations of 75,000 or more, the new law modifies the appointment process for appraisal district board members. It creates county-wide publicly elected positions on the appraisal board. Additionally, it creates a process to set up a process by which all eligible taxing entities participate in a nomination and voting process to determine appointments. The City of Corpus Christi, along with the other eligible taxing entities in Nueces County, have completed the nomination process by submitting a nomination resolution to the NCAD. This briefing serves as an opportunity to remind council and the public of the next step in the process and discuss the candidates nominated for the NCAD board. LIST OF SUPPORTING DOCUMENTS: PowerPoint— Nueces County Appraisal District Appointment Process Briefing Briefing Changes to the Nueces County Appraisal District . Ryan Skrobarczyk Director, Intergovernmental Relations October 15, 2024 5 New Appointed Directors Ranked List of Eligible Entities Based on 2023 Tax Revenue 1. Corpus Christi ISD 14. Bishop CISD 2. City of Corpus Christi 15. City of Robstown 3. Nueces County 16. Agua Dulce ISD 4. Del Mar College 17. Driscoll ISD 5. Port A. ISD 18. City of Bishop 6. TM ISD 19. City of Aransas Pass 7. Flour Bluff ISD 20. Aransas Pass ISD 8. Calallen ISD 21. City of Agua Dulce 9. City of Port Aransas 22. City of Driscoll 10. London ISD 11. West Oso ISD Total of 5,005 votes available in 2024 12. Robstown ISD 13. Banquete ISD 5 New Appointed Directors Voting Entitlement NCAD's taxing entities eligible to appoint board members are listed below along with their voting entitlement(number of votes).The formula to determine each Entity's voting entitlement is:2023 in- county property tax levy/Total 2023 in-county levies for all eligible entities x 1,000. That result is rounded to nearest whole numberand multiplied by number of directorships to be filled,which is five (5). Vote Percent Vote Percent Taxing Unit Entitlement of Total Taxing Unit Entitlement of Total Agua Dulce ISD 10 0.2% City of Robstown 25 0.5% Aransas Pass ISD - 0.0% Corpus Christi ISD 1,305 26.1% ** Banquete ISD 60 1.2% Del Mar College 595 11.9% ** Bishop CISD 55 1.1% Driscoll ISD 5 0.1% Calallen ISD 145 2.9% Flour Bluff ISD 210 4.2% City of Agua Du Ice - 0.0% London ISD 65 1.3% City of Aransas Pass - 0.0% Nueces County 700 14.0% ** City of Bishop 5 0.1% Port Aransas ISD 280 5.6% ** City of Corpus Christi 1,100 22.0% ** Robstown ISD 65 1.3% City of Driscoll - 0.0% Tuloso Midway ISD 245 4.9% City of Port Aransas 70 1.4% West Oso ISD 65 1.3% Totals 5,005 100.0% 3 Current Appointed NCAD Board of Directors Prior to SB 2 Reforms Directors -.1 MIM Appointing Entity AM= Place 1 Caitlyn Chupe CCISD Place 2 Susie Sullivan CCISD Place 3 Deven Bhakta City of Corpus Christi Place 4 Jerry Garcia City of Corpus Christi Place 5 Gabriele Hilpold Nueces County Place 6 Leo Gonzalez Elected by Taxing Entities Place 7 Luis Elizondo Elected by Taxing Entities Place 8 DeeAnna Cates Heavilin Del Mar College Tax Assessor-Collector Kevin Kieschnick Elected Publicly Nominations for the NCAD Board of Directors Deven S. Bhakta City of Corpus Christi Caitlin Chupe CCISD Luis A. Elizondo BCISD Gerardo "Jerry" M. Garcia City of Corpus Christi Janie Gifford City of Corpus Christi Leo Gonzalez TMISD DeeAnna Heavilin Del Mar College District Gabriele Hilpold Nueces County Shirley Madej Nueces County City of Corpus Christi, CCISD, Nueces Susie Sullivan County, FBISD, City of Port Aransas • i� • it� �� � . .� . -� 6 . 1 0 Changes to the Nueces County Appraisal District under SB 2 L Directors Current Custom Agreement CY 2024 - CY 2025—Ongoing under 6.031 AL Transition Year Under 6.0301 Taxing Entity Appointed 8 Directors with 2-year 8 Directors' terms end Dec 5 appointed* with transition terms 31, 2024 methodology City and other eligible 2 seats dedicated to the City entities will participate in Working toward 4-year of Corpus Christi new appointments* process staggered terms Publicly Elected N/A 3 publicly elected in place- 3 publicly elected Directors specific seats for term expiring Dec 31, 2026 Working toward 4-year Majority Vote Required staggered terms Tax-Assessor Collector 1— non-voting 1—voting ex officio 1—voting ex officio Total Votes on Board 8 12 9 * Votes from all eligible NCAD taxing entities will elect the future "appointments" se GO � O� A H /NCOOPOR AGENDA MEMORANDUM 1852 City Council Meeting of October 15, 2024 DATE: July 15, 2024 TO: Peter Zanoni, City Manager FROM: Elsy Borgstedte, C.M. Assistant Director Office of Economic Development elsyb cr cctexas.com (361) 826-3682 Art Museum of South Texas Annual Briefing STAFF PRESENTER(S): Name Title/Position Department 1. Elsy Borgstedte Assistant Director Office of Economic Development OUTSIDE PRESENTEES): Name Title/Position Agency Name 1. Sara Morgan Director Art Museum of South Texas BACKGROUND: Annual briefing on Art Museum of South Texas LIST OF SUPPORTING DOCUMENTS: Presentation Art Museum of South Texas City Council Presentation, October 15, 2024 The Art Museum of South Texas advances awareness, appreciation, and knowledge of visual art by presenting exciting exhibitions, offering dynamic ARTMUSEUM education programs, and actively collecting and preserving a vital CIF SOUTH TEXAS permanent collection that educates all communities. AFFILIATED WITH TEXAS A&M UNIVERSITY-CORPUS CHRISTI 2024 Exhibition Schedule y,J KING RwcH: —7 - A Legacy in Art Paintings by Noe Perez �� k s King Ranch:A Legacy in Art Target Texas:Studio Practice Paintings by Noe Perez September 12, 2024- Through August 25, 2024 January 26, 2025 ART MUSEUM of sourry rExns 2025 Exhibition Schedule = The Wyeths:Three Generations Home,Love,&Loss May 23,20 - February 13,2025-April 27, 2025 The Chapman Collection �"& May 23,2025-July 5,2025 � ARTMUSEUM TAMU-CC Art+Design Faculty OF SOUTH TEXAS Biennial September 12,2025- January 4,2026 I ,j. WAR TOYS: WAR TOYS. a U KRAI N E was Y& UKNAINf_ ywp Ri itn' ••49roa' i � � I MW PORTCORPUSCHRISTI"`VISIONARIOS YOUTH ART CONTEST o _E' [ID0,1,5, AlMARTMUSEUM OF SOUTH TEXAS � ��" h i * — AFF A,Eow,�.E A:AaM Ea:..oaP: �a:, �I �i ,� • Family Day and Awards 7` Presentation - r.. L � k �� '• -i3 C H R ISTMAS4A, TREE FOREST Holiday Family Day H•E•BUDDY SUMMERCAMPkv - THE FINE maim THE ART OF SUMMER - � CAMP k VIK CAMP ML @ the Antonio E. k . Garcia Arts & Education Centerf ENRICHMENT AFTER SCHOOL '`=� �� : PROGRAM "p @ the Antonio E. Garcia Arts & r - Education Center - �" - Y HOLIDAY t CAMP SPRING - , " BREAK �- - CAMP IL_ r r BOB^R\LEY iT� W- elewe • Exhibition Von 1 l� •It • ti UNIVERSITY• co"us CHPdSTI at. 4 � � ,,' FRIDAYS Frosl ORSOUTH ERAS ���- - ---r S (S 1. .... H TFl/ ` J. r EI i s � r — € :t ARTMUSEUM fff OF SOUTH TEXAS - WIN I _ �r� _ l rd _ t THURSDAYS � P,e,e�,Edbr ffieber8 �i r s BanK � _ yn, s•� p� A L� 4 .r 1 E SUNDAYS v Presented by _ r r SENSORY MONDAY SENSORY MONDAY jr l � �I FIN NASi •.. � ! ,� �_ r ems- OA/19l202416:35:3 Barge Dock During Alberto and Beryl City of Corpus Christi 1201 Leopard Street r Corpus Christi,TX 78401 cctexas.com o Meeting Minutes City Council Workshop Thursday,August 22,2024 9:00 AM Council Chambers FY 2025 Budget Workshop: Police, Fire, Development Services A. Mayor Paulette Guajardo to call the meeting to order. Mayor Guajardo called the meeting to order at 9:14 a.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 Note: Council Member Campos arrived at 10:19 a.m. Present 9- Paulette Guajardo, Roland Barrera, Gil Hernandez, Michael Hunter, Sylvia Campos, Dan Suckley, Everett Roy, Mike Pusley, and Jim Klein C. BRIEFINGS: 1. 24-1394 FY 2025 Budget Workshop: Police Mayor Guajardo referred to Item 1. Police Chief Mike Markle presented information on the following topics: mission statement; about police department; community outreach; organization; Operations Bureau; Investigations Bureau; Administration Bureau; FY 2024 achievements; FY 2025 police department proposed budget: $110M; police department personnel overview; FY 2025 proposed budget general fund: $87.OM; FY 2025 proposed budget crime control fund: $11.9M; FY 2025 proposed budget Metrocom fund: $8.7M; and FY 2025 program changes. Council Members, Chief Markle, City Manager Peter Zanoni, Director of Management and Budget Eddie Houlihan, and Assistant Director of Management& Budget Amy Cowley discussed the following topics: the new training academy will be open in November; the importance of prioritizing public safety; the police officer grants have doubled due to positive outcomes; lunch and training opportunities are provided to MetroCom staff as retention incentives; a concern about the increase in youth crime and City of Corpus Christi Pagel Printed on 101212024 City Council Workshop Meeting Minutes August 22, 2024 a request to provide crime statistics to the community; and how to regulate speeding to reduce traffic accidents/fataltites. 2. 24-1396 FY 2025 Budget Workshop: Fire Mayor Guajardo referred to Item 2. Fire Chief Brandon Wade presented information on the following topics: mission statement; about the fire department; organization; FY 2024 achievements; FY 2025 fire department proposed budget $81.6M; fire department personnel overview; FY 2025 proposed budget general fund: $80.8M; FY 2025 proposed budget LEPC fund: $.21 M; FY 2025 new and adjusted fees; FY 2025 mandates; FY 2025 program changes 1; FY 2025 program changes 2; re-org of fire department-current; re-org of fire department-proposed; FY 2025 program changes 3; and FY 2025 program changes 4. Council Members and Fire Chief Wade discussed the following topics: the retention rate has improved from previous years; the non-emergency Lift Assist fee will only be changed to skilled nursing facilities; how the Fire Department notifies the community to avoid certain areas during an emergency; to implement education awareness through the communications department; old fire trucks are auctioned off; a concern about the increase in the overtime budget; the increase in professional services was for the EMS billing system; and to be proactive regarding emergency response for electric vehicle fires. 3. 24-1397 FY 2025 Budget Workshop: Development Services Mayor Guajardo referred to Item 3. Director of Development Service AI Raymond presented information on the following topics: mission statement; about development services; organization; FY 2024 achievements; FY 2025 development services department proposed budget: $13.9M; FY 2025 proposed budget development services fund: $10.5M; FY 2025 development services fee update; development services building remodel update; and original program changes proposed. Council Members, Director Raymond, and Assistant Director of Development Services Code Compliance Tracey Cantu discussed the following topics: the Unified Development Code update will be presented to Council in the summer of 2025; the importance of enhancing the 311 program; to encourage more tree planting throughout the City; a recommendation that staff explore installing solar panels to the remodel of the development services building; and the short-term rental permit compliance has improved. D. Adjournment There being no further business, Mayor Guajardo adjourned this meeting at 12:45 p.m. City of Corpus Christi Page 2 Printed on 101212024 City of Corpus Christi 1201 Leopard Street r Corpus Christi,TX 78401 cctexas.com o Meeting Minutes City Council Workshop Thursday,August 29,2024 9:00 AM Council Chambers FY 2025 Budget Workshop: Capital Improvement Program (CIP), HOT Projects, including Visit Corpus Christi Presentation, and Potential Adjustments A. Mayor Paulette Guajardo to call the meeting to order. Mayor Guajardo called the meeting to order at 9:09 a.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 Note: Council Member Klein arrived at 11:10 a.m. and Council Member Suckley attended by video conference. Present 9- Paulette Guajardo, Roland Barrera, Gil Hernandez, Michael Hunter, Sylvia Campos, Dan Suckley, Everett Roy, Mike Pusley, and Jim Klein C. BRIEFINGS (ITEMS 1 - 3) 1. 24-1452 FY 2025 Budget Workshop: Capital Improvements Plan Mayor Guajardo referred to Item 1. Director of Engineering Services Jeff Edmonds presented information on the following topics: Capital Improvement Plan (CIP) program; 10-year CIP; G.O. Bond status; FY24 CIP score card; FY25 CIP summary; FY24 airport CIP score card; FY25 airport CIP summary; FY24 economic development CIP score card; FY25 economic development CIP summary; FY24 parks and recreation CIP score card; FY25 parks and recreation CIP summary; FY24 public facilities CIP score card; FY25 public facilities CIP summary; FY24 public health and safety CIP score card; FY25 public health and safety CIP summary; FY24 streets CIP score card; FY25 streets CIP summary; FY24 gas CIP score card; FY25 gas CIP summary; FY24 storm water CIP score card; FY25 storm water CIP summary; FY24 wastewater CIP score card; FY25 wastewater CIP summary; FY24 water CIP score card; FY25 water CIP summary; and Bond 2024. City of Corpus Christi Page 1 Printed on 101712024 City Council Workshop Meeting Minutes August 29, 2024 Council Members, City Manager Peter Zanoni, Director Edmonds, and Chief Operating Officer of Corpus Christi Water Drew Molly discussed the following topics: the encumbered amount is for contracts that have been awarded and executed; 76 percent of projects are on schedule; the City's goal is to achieve a higher success rate among all departments; a request for staff to provide quarterly updates regarding the status of projects; and a concern about the amount of debt spending on capital projects, including the impact on rates. 2. 24-1454 FY 2025 Budget Workshop: Hotel Occupancy Tax (HOT) funded Projects, including Visit Corpus Christi Presentation Mayor Guajardo referred to Item 2. Assistant City Manager Heather Hurlbert presented information on the following topics: Hotel Occupancy Tax (HOT); FY 2025 proposed budget HOT fund: $24.5M; HOT revenue history; FY2025 HOT expenditures; FY2025 convention center capital maintenance; and FY2025 HOT CIP fund projects. President & CEO of Visit Corpus Christi Brett Oetting presented information on the following topics: power of travel; Corpus Christi leads the Texas coast; forecasts indicate slow beginning but strong end; convention sales; Skills USA Texas 2024 recap; sports sales; film and music update; group incentive program FY 23-24 recap; public relations notable publications to date; the golden age of travel; 2024-2025 strategies; and transparencc.com. Council Members, City Manager Peter Zanoni, Assistant City Manager Hurlbert, and President & CEO of Visit Corpus Christi Oetting discussed the following topics: the $175,000 budgeted for Whataburger Field is for maintenance allowance; the budget for beach and shoreline operations is for maintenance and staffing, including portions of Port Aransas and North Beach; and approximately 25 to 30 percent of hotel sales tax is generated by tourists. 3. 24-1455 FY 2025 Budget Workshop: Potential Budget Adjustments Mayor Guajardo referred to Item 3. Director of Management and Budget Eddie Houlihan presented information on the following topics: budget public input sessions; public input session summary; council workshops; budget amendments-general fund; and budget amendments-special revenue funds. Council Members and City Manager Peter Zanoni discussed the following topics: a Council Member spoke in support of adding an additional grant writer; the Greenwood Senior Center operations will remain the same; the City is working on implementing a citywide text messaging program to keep the community informed; the operating budget was reduced by $10 million, but $2 million was restored through the fund balance, by eliminating funding for vacant positions and a reduction in overtime; the Garcia Library City of Corpus Christi Page 2 Printed on 101712024 City Council Workshop Meeting Minutes August 29, 2024 hours will be reduced to 40 hours a week; and a recommendation to combine parking enforcement with code enforcement. D. Adjournment There being no further business, Mayor Guajardo adjourned this meeting at 12:00 p.m. City of Corpus Christi Page 3 Printed on 101712024 of Corpus Christi 1pu Leopard Street City p Corpus Christi,TX 78401 rGr' 1 I� cctexas.com Meeting Minutes City Council Tuesday, September 17, 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 11:37 a.m. B. Invocation to be given by Pastor Johnny Chae Heritage Baptist Church. Pastor Johnny Chae, Heritage Baptist Church, gave the invocation. C. Pledge of Allegiance to the Flag of the United States and to the Texas Flag to be led by Kegan Setliff, 12th grader Arlington Heights Christian School. Kegan Setliff, 12th grader at Arlington Heights Christian 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, City Attorney Miles Risley and City Secretary Rebecca Huerta 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. 24-1572 Mayor's Presentation of the Proclamation for National Hispanic Heritage Month from September 15 to October 15 Mayor Guajardo read the Proclamation. 2. 24-1503 Conquer the Coast, presented by AI Arreola Jr., President & CEO of United Chamber of Commerce Chair of Conquer the Coast Sam Longoria presented information on the following topics: event outlook; 2024 bike routes; a look at registrations; and registration and proceeds. City of Corpus Christi Page 1 Printed on 9/27/2024 City Council Meeting Minutes September 17,2024 Council Members, City Manager Peter Zanoni, and Mr. Longoria discussed the following topics: 800 individuals have registered for the 66 mile bike route; and the proceeds from this event go toward education, along with donating bicycles to children. 3. 24-1352 FY 2024 3rd Quarter Budget Report City Manager Peter Zanoni presented information on the following topics: presentation overview; general fund revenues; general fund expenses; FY 2024 budget initiative (all funds); HOT tax revenue; water fund revenues and expenses; wastewater fund revenues and expenses; Capital Improvement Program; 3rd quarter summary; and next steps. F. PUBLIC COMMENT Mayor Guajardo opened public comment. John Weber, 609 Naples St., presented information in opposition to desalination. Rachel Caballero, 522 Hancock Ave., expressed concern about budget related items and in opposition to desalination. Anthony Aquino, 3901 Castle Ridge and Bruce Switalla 2818 Hulbirt St., spoke in support of the COVID-19 consent form. Mirza Pearson, 922 Coral Place, spoke on behalf of Coastal Bend Restaurant Week and supporting local businesses. Jason Page, 3515 Floyd St. and William Johnson, 338 Rosebud Ave., spoke in opposition to Item 22. Daniel Resley, 2313 Louisville Dr., shared a handout of the Corpus Christi Public Library Collection Development Policy. Kresten Cook, 4718 Mars Hill Dr., spoke in support of the DEAAG projects at Corpus Christi Army Depot and Naval Air Station Corpus Christi. Mark Muenster and Emily Barrera, 1013 Barracuda Place, spoke in opposition to the Inner Harbor desalination plant. Susie Saldana, 4710 Hakel Dr., spoke in support of desalination and expressed concern about less brush pickup. Becky Moeller, 7217 Sparkle Sea, spoke about freedom of choice and in opposition to desalination. The following citizens spoke in opposition to censoring library books: Tom Tagliabue, City of Corpus Christi Page 2 Printed on 9/27/2024 City Council Meeting Minutes September 17,2024 6025 Ocean Dr., Julie Rogers, 710 Furman Ave., Autumn Hensiek, 322 Texas Ave., and Marilena Garza, 702 Furman Ave. Jason Hale, 4421 Hamlin Dr., presented information in opposition to desalination. Victoria Holland, 235 Ohio Ave., advocated on behalf of the Library Board to censor library books. The following individuals spoke in opposition to the COVID-19 consent form: Ernest Buck, 823 S. Water St., Scott Eliff, 929 Driftwood Place, Autumn Hensiek, 322 Texas Ave., Marilena Garza, 702 Furman Ave., Sylvia Witworth, 36 Lakeshore Dr., Mary Peterson, 210 Naples St., Allyson Larkin, 3261 Austin St., and Terri Burke, 500 Crawford, Houston, TX. Shirin Delsooz, 6030 Tapestry Dr., advocated for protected bike paths. Maggie Peacock, 4407 SE 28th Ave., spoke in opposition to desalination. The following citizen submitted a written public comment which is attached to the minutes: Margarita Thompson, 7314 Candy Ridge Rd. G. BOARD & COMMITTEE APPOINTMENTS: (ITEMS 4 - 5) 4. 24-1332 Board of Adjustment - 2 vacancies Corpus Christi Convention and Visitors Bureau (Visit CC) - 8 vacancies Planning Commission - 2 vacancies Airport Zoning Commission - 2 vacancies Mayor Guajardo referred to Item 4. Board of Adjustment: Appointed: Jo M. Rios (Regular Member), Amanda M. Lesinksi (Alternate Member), and Allan Potter (Alternate Member) Corpus Christi Convention and Visitors Bureau (Visit CC): Reappointed: Michelle Braselton (At-Large), Chris Hamilton (At-Large), Alex Harris (Short-Term Rental Industry), Richard Lomax (Restaurant Industry), LaToya D. Rodriguez (At-Large), Jennifer J. Vela (Attraction Industry), and Natalie C. Villarreal (At-Large) Appointed: William "Hank" H. Harrison (Restaurant Industry) Planning Commission: Appointed: Ed Cantu and Trey Teichelman Airport Zoning Commission: Appointed: Ed Cantu and Trey Teichelman 5. 24-1531 Resolution nominating candidate(s) for the Nueces County Appraisal District City of Corpus Christi Page 3 Printed on 9/27/2024 City Council Meeting Minutes September 17,2024 Board of Directors. Mayor Guajardo referred to Item 5. Director of Intergovernmental Relations Ryan Skrobarczyk presented information on the following topics: Texas Legislature requires changes; current appointed NCAD Board of Directors prior to SB 2 Reforms; current appointed NCAD Board of Directors after elections; 3 new publicly elected directors; 5 new appointed directors; tax assessor-collector to become voting member; alter the total number of directors; and changes to the Nueces County Appraisal District under SB2. Council Members and Director Skrobarczyk discussed the following topics: voting for five members could possibly weaken the Councils' voting interest; and the nominations made today does not affect the election process in November. The following individuals were nominated to the Nueces County Tax Appraisal District: Deven S. Bhakta Gerardo "Jerry" M. Garcia Janie Gifford Susie Sullivan Council Member Suckley moved to approve the resolution, seconded by Council Member Barrera. This Resolution was passed and approved with the following vote: Aye: 6- Mayor Guajardo, Council Member Barrera, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Nay: 3- Council Member Hernandez, Council Member Hunter and Council Member Pusley Abstained: 0 Enactment No: 033465 H. BUDGET RELATED ITEMS: (ITEMS 6 - 8) 6. 24-1576 Ordinance amending Corpus Christi Code Section 55-50 regarding water rates, effective January 1, 2025. Mayor Guajardo referred to Item 6. Mayor Guajardo opened public comment. There were no comments from the Council or the public. Mayor Guajardo closed public comment. Council Member Barrera moved to approve the ordinance, seconded by Council Member Suckley. This Ordinance was passed on second reading and approved with the following vote: City of Corpus Christi Page 4 Printed on 9/27/2024 City Council Meeting Minutes September 17,2024 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: 033465 7. 24-1563 One Reading Ordinance amending Corpus Christi Code Section 55-100 regarding wastewater rates effective January 1, 2025 and potential amendment to the wastewater appropriations and related provisions in the FY25 Operating Budget. Mayor Guajardo referred to Item 7. Council Members, City Manager Peter Zanoni, City Attorney Miles Risley, Chief Operating Officer of Corpus Christi Water Drew Molly, Principal Consultant of NewGen Strategies & Solutions Andy McCartney, Director of Management and Budget Eddie Houlihan, Assistant Director of Management & Budget Amy Cowley, Director of Water Systems and Support Services Nick Winkelmann, and Director of Water System Infrastructure Wesley Nebgen discussed the following topics: the consent decree is mandated by the Environmental Protection Agency (EPA) to meet certain requirements with an estimated cost of$750 million over 15 years; the reason for the increase in the wastewater system is related to the storm water legacy debt; 50 percent of the storm water debt payment is coming from the wastewater fund balance and 50 percent from the wastewater rate; the average homeowner will notice an increase of$2.91 on their utility bill; the amount spent on Indefinite Delivery, Indefinite Quantity (IDIQ) contracts; and these rate increases do not include storm water drainage. Mayor Guajardo opened public comment. There were no comments from the public. Mayor Guajardo closed public comment. Council Member Suckley moved to approve the ordinance, seconded by Council Member Barrera. This Ordinance was passed on emergency and approved with the following vote: Aye: 6- Council Member Barrera, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Nay: 3- Mayor Guajardo, Council Member Hernandez and Council Member Hunter Abstained: 0 Enactment No: 033467 8. 24-1424 Ordinance adopting the Corpus Christi Fiscal Year 2024 - 2025 Capital Budget, beginning October 1, 2024. City of Corpus Christi Page 5 Printed on 9/27/2024 City Council Meeting Minutes September 17,2024 Mayor Guajardo referred to Item 8. Director of Engineering Services Jeff Edmonds presented information on the following topics: FY25 proposed capital budget; money out the door annually-$350-400 million; FY25 CIP summary; FY25 CIP funding sources; FY25 CIP projects not under contract; and FY25 proposed capital budget. Council Members, City Manager Peter Zanoni, Director Edmonds, Chief Operating Officer of Corpus Christi Water Drew Molly, Assistant City Manager Heather Hurlbert, Water Resource Manager Esteban Ramos, Assistant City Manager Neiman Young, Director of Water System Infrastructure Wesley Nebgen, Fire Chief Brandon Wade, and Managing Director of Specialized Public Finance Inc. Victor Quiroga discussed the following topics: the City will spend between $350 to $400 million within the next fiscal year; whether the Certificates of Obligation that are unencumbered can be moved to the next Bond election; the worst time to cancel a project is while it is under construction contract; the City has invested $10 million in researching water sources; a concern with how projects are funded and why the projects cut were not funded by debt; the Wesley Seale Boat Ramp at Sunrise Beach enhances recreational activities, provides safety at Lake Corpus Christi, and allows monitoring at the dam; and the City's expected interest rate trend. Mayor Guajardo opened public comment. There were no comments from the public. Mayor Guajardo closed public comment. Council Member Klein moved to amend the capital budget to remove funding for desalination, seconded by Council Member Campos. The motion failed. Council Member Barrera moved to approve the ordinance, seconded by Council Member Suckley. This Ordinance was passed on second reading and approved with the following vote: Aye: 5- Mayor Guajardo, Council Member Barrera, Council Member Pusley, Council Member Suckley and Council Member Roy Nay: 4- Council Member Hernandez, Council Member Hunter, Council Member Klein and Council Member Campos Abstained: 0 Enactment No: 033468 I. THREE - SIGNATURE MEMO ITEM: (ITEM 9) 9. 24-1445 Motion directing the Corpus Christi - Nueces County Public Health District (CCNCPHD) be required to read and provide in writing to prospective COVID-19 mRNA gene therapy vaccine recipients the following information and sign a COVID-19 mRNA immunization consent form before administering City of Corpus Christi Page 6 Printed on 9/27/2024 City Council Meeting Minutes September 17,2024 the COVID-19 mRNA vaccine, as requested by Council Members Mike Pusley, Michael Hunter, and Gil Hernandez. Mayor Guajardo referred to Item 9. Director of Public Health Fauzia Khan stated the Health Department does not recommend the COVID-19 mRNA informed consent form requirement because it is incomplete, inaccurate, and unverified. Council Members, City Manager Peter Zanoni, Assistant City Manager Sony Peronel, Director Khan, and City Attorney Miles Risley discussed the following topics: concerns with legal consequences and the possible negative impact on health care; how to determine if the Centers for Disease Control and Prevention's list was examined in depth; and whether the COVID-19 vaccine could be eliminated completely from the health department. Mayor Guajardo opened public comment. The following citizens spoke in support of the COVID-19 mRNA immunization consent form: Shawn Flanagan, 4218 Herndon St., Patricia Anderson, 409 Grant Place, Melinda De Los Santos, 611 Gulf Shore Place, and Samuel Fryer, 2222 Cardinales Lane. Mayor Guajardo closed public comment. Council Member Hernandez moved to amend the motion as follows: Motion directing the Corpus Christi Nueces County Public Health District (CCNCPHD) be required to provide in writing to prospective COVID-19 mRNA gene therapy vaccine recipients the following information on the COVID-19 mRNA notification form before administering the COVID-19 mRNA vaccine, seconded by Council Member Hunter. The motion failed with the following vote: Aye: 4- Council Member Hernandez, Council Member Hunter, Council Member Pusley and Council Member Roy Nay: 5- Mayor Guajardo, Council Member Barrera, Council Member Suckley, Council Member Klein and Council Member Campos Abstained: 0 J. BRIEFINGS: (ITEMS 10 - 11) 10. 24-1552 Briefing on the Capital Improvement Advisory Committee Trust Fund analysis work plan and timeline. Mayor Guajardo referred to Item 10. Director of Development Services AI Raymond presented information on the following topic: schedule/deliverables/timeline. City of Corpus Christi Page 7 Printed on 9/27/2024 City Council Meeting Minutes September 17,2024 Council Members and Director Raymond discussed the following topics: who are the members of Capital Improvement Advisory Committee (CIAC) subcommittee; and in 2025, staff will provide to Council CIAC's analysis for trust fund versus impact fees. 11. 24-1147 Art Center of Corpus Christi Briefing, Presented by Dianna Bluntzer, Executive Director of Art Center of Corpus Christi Mayor Guajardo referred to Item 11. Executive Director of Art Center of Corpus Christi Dianna Bluntzer presented information on the following topics: Board of Governors; stewardship of city asset; serving Artists and the Art Curious; advancing a cultural economy; empowering our community; Clay Studio renovation; 2024 budget; looking ahead; and a casual and friendly place. Council Members and Executive Director Bluntzer discussed the following topics: the Art Center has extended their hours in addition to increasing the student population; there were a few issues at the Clay Studio that have been addressed; the Art Center makes a 30 percent profit from art sales; and the City is responsible for maintaining major projects at the Art Center. K. EXPLANATION OF COUNCIL ACTION: L. CONSENT AGENDA: (ITEMS 12 -30) Approval of the Consent Agenda Mayor Guajardo referred to the Consent Agenda. Items 21 and 22 were withdrawn by staff. Items 13 and 23 were pulled for individual consideration. Council Member Pusley moved to approve the consent agenda with the exception of Items 13, 21, 22 and 23, seconded by Council Member Barrera. The motion carried by 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 12. 24-1562 Approval of the September 10, 2024 Regular Meeting Minutes The Minutes were approved on the consent agenda. Consent-Second Reading Ordinances 13. 24-1460 Zoning Case No. ZN8340, Cypress Point Capital LLC (District 5). Ordinance rezoning a property at or near Farm-to-Market Road 2444 (FM-2444/Staples City of Corpus Christi Page 8 Printed on 9/27/2024 City Council Meeting Minutes September 17,2024 Street) and County Road 43 (CR-43) from the "FR" Farm Rural District to the "CN-1" Neighborhood Commercial District and the "RS-22" Single-Family District; providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval). Mayor Guajardo referred to Item 13. Council Member Klein asked to pull this item to vote no. Council Member Barrera moved to approve the ordinance, seconded by Council Member Pusley. This Ordinance was passed on second reading and approved with the following vote: Aye: 7- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley and Council Member Roy Nay: 2- Council Member Klein and Council Member Campos Abstained: 0 Enactment No: 033469 14. 24-1463 Zoning Case No. ZN8348, City of Corpus Christi (District 1). Ordinance rezoning a property at or near 508 South Nineteenth Street from the "CN-1" Neighborhood Commercial District to the "RS-6" Single-Family 6 District; providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend Approval). This Ordinance was passed on second reading on the consent agenda. Enactment No: 033470 Consent- Contracts and Procurement 15. 24-1420 Motion authorizing execution of a two-year service agreement, with a one-year option, with Dana Safety Supply, Inc. of Greensboro, North Carolina, with an office in Harlingen, through the BuyBoard Cooperative, in an amount not to exceed $654,845.77 for installation of parts and equipment to 30 additional Ford F-150 Responder Patrol Units and one additional Chevrolet Tahoe K9 Unit, with FY 2024 funding of$312,738.60 from the Fleet Equipment Replacement Fund, $196,162.49 from the Crime Control Fund, $104,246.20 from the General Fund and $41,698.48 from the Law Enforcement Trust Fund. This Motion was passed on the consent agenda. Enactment No: M2024-149 16. 24-1348 Motion authorizing execution of a one-year supply agreement, with two one-year options, with Polydyne Inc. of Riceboro, Georgia, in an amount not to exceed $1,007,845.00, with a potential amount up to $3,023,535.00 if the City of Corpus Christi Page 9 Printed on 9/27/2024 City Council Meeting Minutes September 17,2024 options are exercised, for purchase of sludge dewatering polymer, utilized by Corpus Christi Water (CCW), with FY2024 funding of$83,987.08 from the Wastewater Fund. This Motion was passed on the consent agenda. Enactment No: M2024-150 17. 24-1347 Resolution authorizing a one-year supply agreement, with two one-year options, with OMI Industries, Inc., of Palatine, Illinois, in an amount not to exceed $134,475.75, with a potential up to $403,427.25 if the options are exercised, for the purchase of the odor control agent, Ecosorb 505, utilized by the Greenwood Wastewater Treatment Plant, with FY 2024 funding of $11,206.31 from the Wastewater Fund. This Resolution was passed on the consent agenda. Enactment No: 033471 18. 24-1441 Resolution authorizing the purchase of one replacement Kut Kwick slope master mower from Kut Kwick Corporation, of Brunswick, Georgia, to mow grass and tall brush at the Wesley Seale Dam for the Corpus Christi Water Department, in the amount of$84,000.00, with FY 2024 funding from the Vehicle Equipment Replacement Fund. This Resolution was passed on the consent agenda. Enactment No: 033472 19. 24-1464 Resolution authorizing the purchase of computer servers, support, and extended warranty from DataOn, a division of Area Electronics Systems, Inc., of Anaheim, California, for the City-wide enterprise system comprised of 29 departments and to provide a backup for MetroCom, for$731,250, with FY2024 funding from the Information Technology and MetroCom Funds. This Resolution was passed on the consent agenda. Enactment No: 033473 20. 24-1467 Motion authorizing execution of Amendment No. 2 to the Cooperative Purchase Agreement with Samsara, Inc. extending the term three years and for additional fleet tracking hardware and software licenses for internal operational trucks for $202,383.96, and a total contract amount not to exceed $251,135.46, with FY2024 funding of$67,555.32 from the General Fund. This Motion was passed on the consent agenda. Enactment No: M2024-151 21. 24-1355 Motion authorizing execution of a one-month service agreement with Mega LED Technology, of Grand Prairie, for $182,517.00 to purchase, remove and install a digital sign board for Gas Operations, with FY 2024 funding from the Gas Operations and Corpus Christi Water Funds. City of Corpus Christi Page 10 Printed on 9/27/2024 City Council Meeting Minutes September 17,2024 This Item was withdrawn. 22. 24-1419 Motion authorizing the purchase of studio equipment from B&H Foto and Electronics, dba B&H, of New York City, for$300,561.88 through the OMNIA Partners, for studio room production equipment for Communications, with FY 2024 funding from the PEG Cable fund. This Item was withdrawn. Consent- Capital Projects 23. 24-1518 Motion awarding a construction contract to Jhabores Construction Company, Inc., Corpus Christi, Texas, for the Nueces Bay Boulevard & Poth Lane Waterline Replacement project in an amount of$11,219,911.80, located in Council District 1, with FY 2024 funding available from the American Rescue Plan Act and Water Capital Fund. Mayor Guajardo referred to Item 23. Council Member Suckley asked to pull this item to abstain. Council Member Barrera 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 Hunter, Council Member Pusley, Council Member Roy, Council Member Klein and Council Member Campos Abstained: 1 - Council Member Suckley Enactment No: M2024-152 24. 24-1519 Motion authorizing a professional services contract with Lockwood, Andrews & Newnam, Inc. (LAN), Corpus Christi, Texas, to provide design, bid, and construction phase services for E. Navigation Blvd Water Line Replacement in an amount not to exceed $1,068,425.00, located in Council District 1, with FY 2024 funding available from Water Capital Fund. This Motion was passed on the consent agenda. Enactment No: M2024-153 General Consent Items 25. 24-1493 Resolution authorizing the submission of a grant application of up to $330,000 to the Office of the Governor for funding from the Texas Military Preparedness Commission's Defense Economic Adjustment Assistance Grant Program for the replacement of 15 Condensate Return Stations with new and larger Condensate Return Stations for heating and humidity reduction at the Corpus Christi Army Depot Building 8; this grant application requires a match contribution of up to $39,600 from the City to fund project City of Corpus Christi Page 11 Printed on 9/27/2024 City Council Meeting Minutes September 17,2024 management and grant administration services. This Resolution was passed on the consent agenda. Enactment No: 033474 26. 24-1509 Resolution authorizing the submission of a grant application of up to $988,567.12 to the Office of the Governor for funding from the Texas Military Preparedness Commission's Defense Economic Adjustment Assistance Grant Program to remove and replace two aging and deteriorating pumps and motors at a wastewater lift station within the Naval Air Station Corpus Christi (NASCC) and to install two new diesel-powered emergency generators at the lift station; the grant will require a match contribution of up to $269,609.22 from the City to fund project management and grant administration services. This Resolution was passed on the consent agenda. Enactment No: 033475 27. 24-1528 Resolution authorizing a two-year professional services agreement, for state governmental relations services with Focused Advocacy, LLC for$129,000 per year with annual 3% increase plus $4200 per year for expenses, with option to extend by mutual agreement for up two additional two-year terms, beginning October 1, 2024. This Resolution was passed on the consent agenda. Enactment No: 033476 28. 24-1544 Resolution authorizing a two-year professional services agreement for federal governmental relations services with Hance Scarborough, LLP for$85,800 per year, beginning October 1, 2024. This Resolution was passed on the consent agenda. Enactment No: 033477 29. 24-1435 Motion authorizing execution of a one-year professional services agreement with Nueces County for Mental Health and Intellectual Disabilities, a unit of local government in the State of Texas, for comprehensive mental health screening and navigation support, for an amount not to exceed $64,000.00, with FY 2025 funding from the 1115 Waiver Fund. This Motion was passed on the consent agenda. Enactment No: M2024-154 Consent-First Reading Ordinances 30. 24-1517 Ordinance authorizing acceptance of grant funds in an amount of$99,976.50 from the Texas Department of Transportation for the 2025 Comprehensive Selective Traffic Enforcement Project for overtime for sworn officers to City of Corpus Christi Page 12 Printed on 9/27/2024 City Council Meeting Minutes September 17,2024 increase traffic enforcement in Corpus Christi, with a City match of $30,234.37 in fringe benefits and fuel expenses, with funds available from the FY 2025 General Fund; and appropriating $99,976.50 in the Police Grants Fund. (6 votes required) This Ordinance was passed on first reading on the consent agenda. M. RECESS FOR LUNCH Mayor Guajardo recessed the Council meeting for lunch at 1:46 p.m. Mayor Guajardo reconvened the meeting at 2:31 p.m. N. PUBLIC HEARINGS: (ITEMS 31 - 34) 31. 24-1534 Ordinance authorizing a 40-year ground lease with one 10-year automatic renewal term with the Corpus Christi Independent School District (CCISD) for Malibu Heights Park (5.502-acre) and the adjacent Carroll Woods Park (1.232-acre) in an amount of$1.00 annually and other good and valuable consideration, located in Council District 3, near the intersection of Tripoli Drive and Fresno Drive for the proposed expansion of a new Yeager Elementary School. (28-day delay and publication) (6 votes required) Mayor Guajardo referred to Item 31. Mayor Guajardo opened the public hearing. There were no comments from the Council or public. Mayor Guajardo closed the public hearing. Council Member Hunter moved to approve the ordinance, seconded by Council Member Barrera. 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 32. 24-1438 Zoning Case No. ZN8268, JAR Development, LLC (District 5). Ordinance rezoning a property at or near 7868 Yorktown Boulevard from the "RS-4.5" Single-Family 4.5 District to the "CN-2" Neighborhood Commercial District" providing for a penalty not to exceed $2,000 and publication. (Planning Commission and staff recommend approval) (6 votes required) Mayor Guajardo referred to Item 32. Mayor Guajardo opened the public hearing. There were no comments from the Council or public. City of Corpus Christi Page 13 Printed on 9/27/2024 City Council Meeting Minutes September 17,2024 Mayor Guajardo closed the public hearing. Council Member Pusley moved to approve Items 32-34, seconded by Council Member Klein. These Ordinances were 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 33. 24-1439 Zoning Case No. ZN8336, Shafinury Morteza (District 4). Ordinance rezoning a property at or near 2201 Rodd Field Road from the "ON" Neighborhood Office District to the "CG-2" General Commercial; providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval) (6 votes required) See Item 32. 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 34. 24-1440 Zoning Case No. ZN8359, Horizon Land Properties, LLC, (District 4). Ordinance rezoning a property at or near 601 Graham Road from the "RM-1" Multi-Family District to the "RS-4.5" Single-Family and "CG-2" General Commercial District; providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval) (6 votes required) See Item 32. 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 O. INDIVIDUAL CONSIDERATION ITEMS: (ITEMS 35 - 37) 35. 24-1392 Motion authorizing execution of a three-year Professional Service Agreement with Iteris, Inc. of Santa Ana, California with an office in Austin, Texas, through the BuyBoard Cooperative, in an amount not to exceed $1,156,743.60, for the purchase of ClearGuide Roadways Service and ClearGuide Signal Performance Measures software, a one-time expense for VantageRadius Plus advanced radar detection equipment, Video Wall, and Traffic Signal installation and Integration Assistance in support of the Public Works Department Traffic Management Center (TMC), with FY 2024 funding from the Street Fund. City of Corpus Christi Page 14 Printed on 9/27/2024 City Council Meeting Minutes September 17,2024 Mayor Guajardo referred to Item 35. Director of Public Works Ernest De La Garza presented information on the following topics: traffic management center; video wall upgrade; traffic analytic software; radar equipment; assistance; and staffs recommendation. Council Members, Assistant City Manager Neiman Young, Director De La Garza, Assistant Director of Finance Josh Chronley, and Assistant Director of Public Works Renee Couture discussed the following topics: this agreement will begin the process to coordinate signal lights; Iteris Inc. of Santa Ana, CA is the only company available to provide this type of software; these eight 55-inch monitors were priced as a panel and not individually; this new technology will not allow for surveillance, the purpose of it is to collect data; the current monitors are experiencing issues with outages and poor resolution as a result of age, so replacement is recommended; the intersections are chosen based on high traffic volume; and this software will regulate timing of the signal lights to improve traffic flow. Council Member Barrera moved to approve the motion, seconded by Council Member Suckley. 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: M2024-155 36. 24-1551 Motion authorizing the Fifth Amended and Restated Management Services Agreement between the Corpus Christi Area Convention and Visitors Bureau (VCC) and the City of Corpus Christi, for a five-year contract term. Mayor Guajardo referred to Item 36. Assistant City Manager Heather Hurlbert stated Exhibit B to the Bylaws was inadvertently left off the contract. Council Members and Assistant City Manager Hurlbert discussed the following topics: the amendment to the Bylaws aligns the fiscal year with the calendar year; and the recommendation is to renew the contract for five years and to increase the Group Incentive Program annual funding. Mayor Guajardo opened public comment. There were no comments from the public. Mayor Guajardo closed public comment. Council Member Barrera moved to approve the motion, seconded by Council Member Suckley. This Motion was passed and approved with the following vote: City of Corpus Christi Page 15 Printed on 9/27/2024 City Council Meeting Minutes September 17,2024 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: M2024-156 37. 23-1961 Ordinance authorizing Amendment No. 1 to the lease with the Art Community Center of Corpus Christi, Inc. (Art Center) to expand the current premises from Cooper's Alley to Lomax Street, for construction of new facilities and capital projects with costs of the project to be borne solely by the Art Center, including maintenance of the parking lots, landscaping, and new facilities to the Art Center; and providing for severance, publication, and an effective date. (6 votes required) Mayor Guajardo referred to Item 37. A Council Member and Executive Director of Art Center of Corpus Christi Dianna Bluntzer discussed the following topic: with regard to a Council Member's concern about the lack of parking spaces at the Art Center, parking is also available at Sherrill Park nearby. Council Member Hunter moved to approve the ordinance, seconded by Council Member Roy. 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 P. EXECUTIVE SESSION: (NONE) Q. ADJOURNMENT There being no further business, Mayor Guajardo adjourned this meeting at 7:17 p.m. City of Corpus Christi Page 16 Printed on 9/27/2024 Public Comment 9-17-2024 1 Date of Meeting 9/17/2024 Name Margarita Thompson Street Address:7314 Candy Ridge Rd Address City:Corpus Christi State/Province:Texas Postal/Zip Code:78413 Are you a resident of Corpus Christi? Yes What district do you reside in? District 5 Topic COVID VACCINE Agenda Item Number NOT KNOWN Why on earth would the council approved a motion to make it more difficult for the medical Describe Feedback: professionals to provide COVID 19 VACCINATIONS and put our public health at risk? Anyone with an ounce of sense know the vaccine is the best way to prevent another pandemic and save lives. Provide an email to receive a copy of ludale@gmail.com our submission. se 0 0 PH P AGENDA MEMORANDUM NCORPO0.1¢ First Reading for the City Council Meeting of September 17, 2024 ss52 Second Reading for the City Council Meeting of October 15, 2024 DATE: September 17, 2024 TO: Peter Zanoni, City Manager FROM: Mike Markle, Chief of Police mikema(u-)-cctexas.com (361) 886-2604 Accepting and appropriating funds from the 2025 Selective Traffic Enforcement Program Grant Funds from the Texas Department of Transportation for the Corpus Christi Police Department CAPTION: Ordinance authorizing acceptance of grant funds in an amount of $99,976.50 from the Texas Department of Transportation for the 2025 Comprehensive Selective Traffic Enforcement Project for overtime for sworn officers to increase traffic enforcement in Corpus Christi, with a City match of $30,234.37 in fringe benefits for sworn officers and fuel expenses, with funds available from the FY 2025 General Fund; and appropriating $99,976.50 in the Police Grants Fund. (6 votes required) SUMMARY: This ordinance authorizes acceptance of grant funds and the appropriation of the grant funds from the Texas Department of Transportation for overtime for Corpus Christi Police Department (CCPD) sworn officers to increase traffic enforcement in Corpus Christi. BACKGROUND AND FINDINGS: The Texas Department of Transportation (TxDOT) provides grant funding to cities in Texas for the Selective Traffic Enforcement Project (STEP). The STEP program reimburses cities for overtime activities carried out by local law enforcement organizations in an effort to reduce vehicle crashes. The STEP program helps to reduce vehicle crashes by having local law enforcement organizations focus on traffic enforcement efforts in high vehicle crash areas. CCPD will use the funds received from this grant to provide approximately 1,660 hours of overtime funding to sworn officers for additional enforcement for DWls, speed violations, and distracted driving across Corpus Christi. The efforts will take place on varying days of the week and hours of operation. The City match in the amount of$30,234.37 will be used for fringe benefits for sworn officers and fuel expenses for the enforcement of DWI's, speed violations, and distracted drivers across Corpus Christi. The STEP program reimburses Texas cities through this grant based off of the respective City's history of fatal accidents and speed related accidents. Each year, Texas cities provide the STEP program with performance reports based on the impact on DWIs, speed violations, and distracted driving from the previous year. The data submitted is reviewed by STEP for them to decide on the respective distribution award amounts to various Texas cities. This grant is for a one-year period beginning on October 1, 2024 through September 30, 2025. CCPD has received this grant for over 20 years. Last year, the City received $167,000.00 from this grant program. ALTERNATIVES: The alternative is not to accept the grant and, therefore, not provide additional enforcement for DWI, speed violations, and distracted driving across Corpus Christi. However, this will lead to more vehicle crashes and a less likelihood that the City will be awarded the grant in future years. FISCAL IMPACT: The fiscal impact in FY 2025 is the acceptance and appropriation of grant funds in an amount of $99,976.50 to the Police Grants Fund and a City match in an amount of $30,234.37 in fringe benefits for sworn officers and fuel expenses to be funded from the Police General Fund. Funding Detail: Fund: 1061 Police Grants Fund Activity: 820731 F Department: 29 Project # (CIP Only): N/A Account: 510200 Overtime Amount: $99,976.50 Fund: 1020 Police General Fund Activity: 11740 Uniform Department: 29 Project # (CIP Only): N/A Account: 511000 Retirement Amount: $23,934.37 Fund: 1020 Police General Fund Activity: 11740 Uniform Department: 29 Project # (CIP Only): N/A Account: 520050 Fuel and Lubricants Amount: $6,300.00 RECOMMENDATION: Staff recommends accepting the grant, funding the City match, and appropriating the funds, as presented. LIST OF SUPPORTING DOCUMENTS: Grant award contract Ordinance authorizing acceptance of grant funds in an amount of $99,976.50 from the Texas Department of Transportation for the 2025 Comprehensive Selective Traffic Enforcement Project for overtime for sworn officers to increase traffic enforcement in Corpus Christi, with a City match of $30,234.37 in fringe benefits and fuel expenses, with funds available from the FY 2025 General Fund; and appropriating $99,976.50 in the Police Grants Fund. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the Chief of Police is designated as the Authorized Official to execute all documents necessary to accept a grant from the Texas Department of Transportation (TXDOT) for the 2025 Comprehensive Selective Traffic Enforcement Project (STEP) to support overtime pay for traffic enforcement in high-crash areas of the City with a City match of $30,243.37 in fringe benefits and fuel expenses. SECTION 2. That $99,976.50 from this TXDPT grant is appropriated in the No. 1061 Police Grants Fund. SECTION 3. That in the event of loss or misuse of the grant funds, the City of Corpus Christi assures that the grant funds will be returned in full to the TXDOT. PASSED AND APPROVED on the day of , 2024: ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Paulette Guajardo City Secretary Mayor se 0 0 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting September 17, 2024 NoRPaP2 Second ReadingOrdinance for the City Council Meeting October 15, 2024 1s52 Y g DATE: September 17, 2024 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P.E., Director of Engineering Services 0effreye(u-)-cctexas.com (361) 826-3851 Robert Dodd, Director of Parks & Recreation robertd4(o-)-cctexas.com (361) 826-1853 Ground Lease of Malibu Heights Park and Carroll Woods Park to Corpus Christi Independent School District CAPTION: Ordinance authorizing a 40-year ground lease with one 10-year automatic renewal term with the Corpus Christi Independent School District (CCISD) for Malibu Heights Park (5.502-acre) and the adjacent Carroll Woods Park (1.232-acre) in an amount of $1.00 annually and other good and valuable consideration, located in Council District 3, near the intersection of Tripoli Drive and Fresno Drive for the proposed expansion of a new Yeager Elementary School. (28-day delay and publication) (6 votes required) SUMMARY: CCISD is proposing to build a new Yeager Elementary School at the Malibu Heights Park and Carroll Woods Park located at 5414 Tripoli Drive. The lease of the park will enable the CCISD to construct the new Yeager Elementary School adjacent to the existing building. BACKGROUND AND FINDINGS: Malibu Heights Park and Carroll Woods Park are located at 5414 Tripoli Drive. Both the parks are dedicated through plat to City in 1963. Malibu Heights Park is 5.502-acre and Carroll Woods Park is 1.232-acre. There is an existing 30-inch wastewater main passing through the middle of the park located within a utility easement. A detailed survey of the parks must be completed before the lease execution. The land lease will be for a term of forty-years with a ten-year automatic renewal for one time. A new lease term will be negotiated after the expiration of the fifty-year lease. CCISD Bond 2024 is proposing to build a new Yeager Elementary School at the Malibu Heights Park.The lease of the park will enable the CCISD to construct the new Yeager Elementary School adjacent to the existing building. If approved, the school will house students from Kostoryz, Sanders and Yeager elementary schools. City is currently working with CCISD to extend the lease of Fire Station 5 that is located at 3201 Leopard Street near the Buccaneer Stadium and land exchange of current Dr Clotilde P Garcia Library located at 5930 Brockhampton Street in return of the Sanders Elementary School located at 4102 Republic Drive at an equal value. These items will be scheduled for Council action in the next few weeks. ALTERNATIVES: The alternative is to not lease the park to CCISD for the expansion of Yeager Elementary School. FINANCIAL IMPACT: N/A Funding Detail N/A RECOMMENDATION: Staff recommends leasing the park to CCISD. LIST OF SUPPORTING DOCUMENTS: Location Map Lease Agreement Ordinance authorizing a 40-year ground lease with one 10-year automatic renewal term with the Corpus Christi Independent School District (CCISD) for Malibu Heights Park (5.502-acre) and the adjacent Carroll Woods Park (1.232-acre) in an amount of $1.00 annually and other good and valuable consideration, located in Council District 3, near the intersection of Tripoli Drive and Fresno Drive for the proposed expansion of a new Yeager Elementary School. Whereas, the City Charter requires a 40-year lease to be approved by a two-reading ordinance with 28 days between the first and second readings; Whereas, the City Charter requires the effective date of a 40-year lease to be 60 days after the second reading of the ordinance; Whereas, the City Charter requires notice to be published after each reading authorizing a 40-year lease. Whereas, CCISD has identified that the best location for the new Yeager Elementary School is within the boundaries of Malibu Heights Park and Carroll Woods Park, based on the service area; BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Council of the City of Corpus Christi, upon holding a public hearing after the statutory 30 day notice, finds that there is no feasible and prudent alternative to the use or taking of such land; and the CCISD project includes all reasonable planning to minimize harm to the land, as a park, recreation area, scientific area, wildlife refuge, or historic site, resulting from the use or taking. SECTION 2. Upon satisfaction of all legal requirements and notices, the City Manager or designee is hereby authorized to execute a ground lease with the Corpus Christi Independent School District for the 5.502-acre Malibu Heights Park and the 1 .232-acre Carroll Woods Park located near Tripoli Drive and Fresno Drive for a 40 year term with one 10 year renewal. SECTION 3. The proposed CCISD school is authorized to be located in Malibu Heights Park and Carroll Woods Park in Council District 3. SECTION 4. The City Manager or designee is delegated authority to amend the lease as needed to correct the acreage or other minor corrections. SECTION 5. This ordinance is effective 60 days after final approval by the City Council, in compliance with the City Charter of the City of Corpus Christi. Introduced and voted on the day of , 2024. PASSED and APPROVED on the day of , 2024. CITY OF CORPUS CHRISTI ATTEST: Paulette Guajardo Rebecca Huerta Mayor City Secretary 9AFffi 9,r f mFlb tlN60 DAY - Tn S f PROJECT LOCATION 910 aer BE OW JL 9111E L pq•JS�.+ _f' . �+� 3� +� +y �• r,CARROLL WOODS PARK k 1.232 ACRES '' �` "� r•. MALIBU PARK � • Fla .• k ! �°y ,�� e{�, - t • �' - � 5.502 ACRES l _ v 11 ��:-,ram. UTILITY EASEMENT �+;,r" '�,e0NNF' • is _ - .. - s 41, ° w • w. ,.Y Ro AERIAL MAP �� f h eVA� tlr. + ^ � NOT TO SCALE f:} •N i CITY COUNCIL EXHIBIT MALIBU PARK CITY OF CORPUS CHRISTI,TEXAS DEPARTMENT OF ENGINEERING SERVICES / .bus cx,� �o Nreoreroea 1852 AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of September 17, 2024 Second Reading for the City Council Meeting October 15, 2024 DATE: August 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 7868 Yorktown Boulevard. CAPTION: Zoning Case No. ZN8268, JAR Development, LLC (District 5). Ordinance rezoning a property at or near 7868 Yorktown Boulevard from the "RS-4.5 Single-Family 4.5 District to the "CN-2" Neighborhood Commercial District providing for a penalty not to exceed $2,000 and publication. (Planning Commission and staff recommend approval) (6 votes required) SUMMARY: This item is to rezone the property to allow for a retail center. BACKGROUND AND FINDINGS: The subject property is vacant and was part of a previous rezoning request for 24.49 acres from the "FR" Farm Rural District to the "RS-4.5" Single-Family 4.5 District. The rezoning was approved on October 13, 2020. To the north, the property use is agriculture zoned "RS-4.5" Single-Family 4.5 District. To the south, is the Riverbend Unit 1 Subdivision, which is medium-density residential, zoned "RS-4.5", to the east is also a medium-density subdivision, Azali Estates Unit 1, zoned "RS-4.5". To the east, properties are vacant along Yorktown Boulevard Zoned "CN-1", while the remaining property is medium-density residential, zoned "RS-4.5." The applicant is requesting the rezoning to create retail uses along Yorktown Boulevard. The requested "CN-2" Neighborhood Commercial District permits office uses, limited indoor recreation, retail sales and service, medical facilities, and overnight accommodations. Bars/Taverns are not a permitted use. The UDC has buffering requirements for commercial zones adjacent to residential zones and these are reviewed and determined during the building permit review process. This proposed project has a proposed street between the commercial and residential which exceeds the UDC requirements for buffering and screening. A Traffic Impact Analysis (TIA) is not required as the peak hour worksheet submitted with the application does not meet the UDC threshold requiring a TIA. The proposed rezoning is inconsistent with the Southside ADP and FLUM designation of medium-density residential Public Input Process: Number of Notices Mailed: 19 notices were mailed within the 200-foot notification area, and 1 outside the notification area. As of August 19, 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: Denial of the change of zoning from the "RS-4.5" Single-Family 4.5 District to the "CN-2" Neighborhood Commercial District. FISCAL IMPACT: There is no fiscal impact associated with this item. RECOMMENDATION (August 7, 2024): Planning Commission and Staff recommend approval of the change of zoning from the "RS-4.5" Single-Family 4.5 District to the "CN-2" Neighborhood Commercial District. Vote Results For: 6 Against: 0 Absent: 2 Abstained: 0 Vacant: 1 LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Zoning Case No. ZN8268, JAR Development (District 5). Ordinance rezoning property at or near 7868 Yorktown Boulevard from the "RS- 4.5" Single-Family 4.5 District to the "CN-2" Neighborhood Commercial District; providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval.) lick or tap here to enter text. 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 1 .61 acres out of Lots 7 and 10, Flour Bluff & Encincal Farm & Garden Tracts 2, as described/shown in Exhibit "A", from: the "RS-4.5" Single-Family 4.5 District to the "CN-2" Neighborhood Commercial District. The subject property is located at or near 7868 Yorktown Boulevard. Exhibit A, a metes and bounds description and 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 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 - Metes & Bounds with Map STATE OF TEXAS COUNTY OF NUECES EXHIBIT Field notes of a 0.816 acre tract being out of a 11.59 acre tract described in a deed recorded in Document No_2020023010,Deed Records Nueces County,Texas.Said 11.59 acre tract also being out of lots 7& 10,section 25,"Flour Bluff and Encinal Farm and Garden Tracts"as shown on the plat recorded in Volume A,Pages 41—43,Map Records Nueces County,Texas.Said 0.816 acre tract being more particularly described as follows: COMMENCING at a point in the center of Yorktown Boulevard,for the south corner of"Granger Park Unit 3"subdivision as shown on the plat recorded in Volume 69,Pages 770.771,and for the west corner of said 1 1.59 acre tract,THENCE with the common I ine of said"Granger Park Unit 3"and said 11.59 acre tract,North 28°4 P28"East,a distance of 215.00 feet to a point in the common line of said 11.59 acre tract and"Granger Park Unit 3",from WHENCE a point for a common corner of Lot 59,Block 5,of said"Granger Park Unit 3"and Lot 1,Block 3,of"Moorland View Unit I"as shown on the plat recorded in Volume 69,Pages 904—905,bears North 28°41'29-East,a distance of 680.67 feet,THENCE across said 11.59 acre tract,South 61118'45"East,a distance of 129.09 feet to a point for the north corner of this survey,and for the POINT OF BEGINNING. THENCE South 58'43'19"West,a distance cf 5 4.8 2 feet to a point of curvature of a curve to the left with a radius of 85.00 feet. THENCE with said curve to the left,a chord bearing of South 4314223"West,a chord distance of44.04 feet,and a total arch distance of 44.55 feet to a point for an outside corner of this survey, THENCE South 28°41'28"West,a distance of 85.00 feet to a point for an outside comer of this survey. THENCE South 1&19'40"East,a distance of 21.21 feet to a point for an outside comer of this survey. THENCE South 16'19'5 V East,a distance of 179.81 feet to a point for the south comer of this survey. THENCE North 28°40'34"East,a distance of 13994 feet to a point for the east earner of this survey. THENCE South 61*18'45"West,a distance of 155.91 feet to the POINT OF BEGINNING of this survey,and containing 0.816 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 518"re-bar=re-bar set with yellow plastic cap labeled Brister Surveying. 1,Ronald E.Brister do hereby certify that this survey of the electrical easement does not represent an on the ground survey and is correct to the best of my knowledge and belief. 'I G -F.TE Ronald E.Brister,R?LS No.5407 Date:June 3,2024 rtoNRLo E.SR157ER -0�,..540710 ate' C9��SU Ry�o Job No_240818-A Page 3 of 5 STATE OF TEXAS COUNTY OF NUECES EXHIBIT Field motes of a 0.795 acre tract being out of a 11.59 acre tract described in a deed recorded in Document No.2020023010,Deed Records Nueces County,Texas. Said 11.59 acre tract also being out of lots 7& 10,section 25,"Flour Bluff and Encinal Farm and Garden Tracts"as shown on the plat recorded in Volume A,Pages 41—43,Map Records Nueces County,Texas.Said 0.795 acre tract being more particularly described as follows: COMMENCING at a point in the center of Yorktown Boulevard,for the south comer of"Granger Park Unit 3"subdivision as shown on the plat recorded in Volume 69,Pages 770-771,and for the west corner of said 1 1.59 acre tract,THENCE with the common line of said"Granger Park Unit 3"and said 1 1.59 acre tract,North 28'41'28"East,a distance of 215.00 feet to a point in the common line of said 11.59 acre tract and"Granger Park Unit 3",from WHENCE a point for a common corner of Lot 59,Block 5,of said"Granger Park Unit 3"and Lot 1,Block 3,of"Moorland View Unit 1"as shown on the plat recorded in Volume 69,Pages 904--905,bears North 28'41'28"East,a distance of 680.67 feet,THENCE across said 1 1.59 acre tact, South 61'18'45"East,a distance of 285.00 feet to a point for the north corner of this survey,and for the POINT OF BEGINNING. THENCE South 281140'34" West,a distance of 189.94 feet to a point for the west corner of this survey. THENCE South 61'1 T37"East,a distance of 174.71 feet to a point for an outside comer of this survey. THENCE North 73941'21"East,a distance of 21.21 feet to a paint for an outside corner of this survey. THENCE North 28'41'25"East,a distance of 85.12 feet to a point for the point of curvature of a curve to the left with a radius of 81.51 feet. THENCE with said curve to the left a chord bearing of North 14128'22"East,a chord distance of 41.75 feet,and a total arch distance of 45.22 feet to a point for an outside corner of this survey. THENCE North 00'15'15"East,a distance of 56.19 feet to a point for the east corner of this survey. THENCE North 61'18'45"West,a distance of 152.75 feet to the POINT OF BEGINNING of this survey,and containing 0.795 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 518"re-bar=re-bar set with yellow plastic cap labeled Brister Surveying. I,Ronald E.Brister do hereby certify that this survey of the electrical easement does not represent an on the ground survey and is correct to the best of my knowledge and belief. RotiJ E.Brister, RPLS No.5407 %A: � �ti';t!► Date:June 3,2024 RONALD E.SR15TEFt f. ............... "9p 5407g s"u`RV - Job No.240818-B Page 4 of 5 EXHIBIT OF A 0.816 ACRE TRACT AND A 0.795 ACRE TRACT BEING OUIT OF A 11.59 ACRE TRACT DESCRIBED IN A DEED RECORDED IN DOCUMENT NO.2020023010,DEED RECORDS NUECES COUNTY, TEXAS.SAID 11.59 ACRE TRACT ALSO BEING OUT OF LOTS 7&10,SECTION 25,"FLOUR BLUFF AND ENCINCAL FARM AND GARDEN TRACTS"AS SHOWN ON THE PLAT RECORDED IN VOLUME A,PAGES 41-43,MAP RECORDS NUECES COUNTY,TEXAS. POINT IN THE CENTER OF YORKTOWN HL VD.AND FOR& CORNER OF"GRANGER PARK UNIT 3" VOL,59,PG9.770-771 M.R.N.C.T. BEARS S 6-41'28"W,215.09 REMAINDER OF POINT FOR COMMON CORNER.OF RE r ]RE ACRE TRACT U� I LOT 59,BLOCK5"GRANGER PARK SCALE I 60' N28'41I 28'E Lj UNIT VOL.69,PGD.770-771 M.N.C.T. 85,00' (MEAS) AND LOT 1,BLOCK 3"MOORLAI'M ) L 69 Cj VIEW UNIT 1"VO ,PGS.904-9W, Ln BEARS N28"41'28"E 6A0.6T �j L3=N16'18'40"W P.O.B. (MEAS) 21.21' (MEAS) rn (A) Cl=L=4455' a TAN=22.NY d=MIT 01'49" CH=N43'42'2YE,44.04' 0.916 ACRESni ' 35,541 S.F. is cn L1= N58'43'19"E 54.82' (MEAS) 9 w REMAINDER OF N28'40'34"E 189.94' (MEAS) REMAINDER OF 11.59 ACRE 11.59 ACRE TRACT S28'40'34"W 189.94' (MEAS) P.D.B. TRACT (B) z v � L2=N73'41'21"E 09 21.21° (MEAS) a 0.795 I i ACRES ti - (MEAS) - 34,633 S.F. R=81.51' R C2_L=42.22' wy TAN=21 W try 4=029°4(Y 4V CB—N14"28'22•E,41.75' N28'41'25"E. 85.12' (MEAS) REMAINDER OF 11.59 ACRE. EXHIBIT FAGS 2 OF 1 TRACT Q=TRACT CORNER Brister Surveying 55U5 CAirl Orirx: Cnr Fus CT.i.Ii.Tr+s 7&1l t D[f Sfi!-RS,Ftmui Fax M,45 4XU2 Br,•,,ry y Mgr..q s1-Ix.,., OF 7 Fiem Re iurall,+n Na lrrn+.uy Q.........' g 7 71i19E I%T DOES Nor IRCLU'DETHE RESFARCR �G•.� EASFM NTS,RCH a TOFWAY OR UTILMES ONTHISS N(]TES: '•••s"•••""'•""...... .•• PROPERTY. I.)TOTAL SURVEYED AREA IS I.FII ACRP_S, RONALD E.BRISTEFi [,RONALDE ER LSTER DO HEREBY CERTIFY THAT ,ME4SURED BEARINGSARE BASED ON GLOBAL •••ATUM. p ••+•••�•................. THIS ALDF BR REPREBYCERTIFY THE 1 SEPON TS&"RE.BAR=S1'FRE REBARSETDWI'TH 540T GROUND SURVEY AND ISCORREC770THE RPsT0F YELLOW PLASTIC CAR LABELED BRISTER SURVEYLNO. ��•'QF�gs10?0� MY KNOWf�DGE AND BELIEF 4.)A METES AND BOUNDS DESCRIPL'ION OF EQUAL ��' •8•v . DATE ACLAMPANLES THIS SURVEY. `� / SL+HVtYlTA1E JUNE I2,2024 JOB NO.240818 RONALD E.BNLt EEA RT-L S.NO.S407 Page 5 of 5 ZONING REPORT Case # ZN8268 Applicant & Subject Property District: 5 Owner/Applicant: JAR Development, LLC Address: 7868 Yorktown Boulevard, located along the north side of Yorktown Boulevard, north of Ranch View Drive, east of Pari Drive, and west of Azali Drive. Legal Description: 1.61 acres out of Lots 7 and 10, Flour Bluff & Encinal Farm & Garden Tracts 2 Acreage of Subject Property: 1 .61 Pre-Submission Meeting: 4/19/2024 Zoning Request From: "RS-4.5" Single-Family 4.5 District To: "CN-2" Neighborhood Commercial District Purpose of Request: To allow for a retail center. Land Development & Surrounding Land Uses Zoning District Existing Land Use Future Land Use Site "RS-4.5" Single-Family 4.5 Agriculture Medium Density Residential North "RS-4.5" Single-Family 4.5 Agriculture Medium Density Residential South "RS-4.5" Single-Family 4.5 Medium Density Medium Density Residential Residential East "RS-4.5" Single-Family 4.5 Medium Density Medium Density Residential Residential West "CN-1" Neighborhood Vacant Commercial Commercial Plat Status: The subject property is not platted. Note: However, a final plat was conditionally approved in February of 2024. 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 Yorktown "A3" 6 Lanes, 4 Lanes, Boulevard Primary Arterial Median, Median, Divided 130-Foot ROW 120 Foot ROW Transit: The Corpus Christi RTA provides service via a route 1 .5 miles west of the subject property. Bicycle Mobility Plan: The subject property abuts a 1-way Cycle Track, planned for the south side of Yorktown Boulevard. Utilities Gas: A 2-inch line exists along the eastern boundary of the subject property. Stormwater: A partially constructed 30-inch storm pipe exists along Yorktown Boulevard and in front of the properties to the east of the subject property. Wastewater: An 8-inch PV line traverses the property from the northern boundary, ending in the center of the subject property. Water: A 6-inch PVC line is currently under construction transversing the property from north to south. 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 Southside Area Development Plan (Adopted on March 17, 2020). Water Master Plan: Improvements have been proposed, a 36-inch line running along the front property line. Wastewater Master Plan: No improvements have been proposed. Stormwater Master Plan: No improvements have been proposed. Public Notification Number of Notices Mailed 19 within a 200-foot notification area 1 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 owners) Public Hearing Schedule Planning Commission Hearing Date: August 7, 2024 City Council 1st Reading/Public Hearing Date: September 17, 2024 City Council 2►,d Reading Date: October 15, 2024 Background: The subject property is vacant and was part of a previous rezoning request for 24.49 acres from the "FR" Farm Rural District to the "RS-4.5" Single-Family 4.5 District. The rezoning was approved on October 13, 2020. To the north, the property use is agriculture zoned "RS-4.5" Single-Family 4.5 District. To the south, is the Riverbend Unit 1 Subdivision, which is medium-density residential, zoned "RS- 4.5", to the east is also a medium-density subdivision, Azali Estates Unit 1, zoned "RS-4.5". To the east, properties are vacant along Yorktown Boulevard Zoned "CN-1", while the remaining property is medium-density residential, zoned "RS-4.5." The applicant is requesting the rezoning to create retail uses along Yorktown Boulevard. The requested "CN-2" Neighborhood Commercial District permits office uses, limited indoor recreation, retail sales and service, medical facilities, and overnight accommodations. Comprehensive Plan Consistency: • Plan CC: The proposed rezoning is consistent with the following Goals and Strategies for Decision Makers: o Future Land Use, Zoning, and Urban Design ■ 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 computability, locational needs, and characteristics of each. ■ Encourage the design of commercial centers in a manner that minimizes the impacts of automobile intrusion, noise, and visual blight on surrounding areas. ■ Promote interconnected neighborhoods with appropriate transitions between lower-intensity and higher-intensity land uses. ■ Screening fences, open space, or landscaping can provide an essential buffer between shopping and residential areas. • Southside ADP and FLUM (Future Land Use Map) Consistency: The proposed rezoning is inconsistent with the Southside ADP and FLUM designation of medium-density residential. 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 the many elements of the Comprehensive (Plan CC) and the Future Land Use Map, which designates the property as commercial. • The proposed rezoning is compatible with neighboring properties along Yorktown Boulevard and with the general character of the surrounding area. This rezoning will not have a negative impact on the surrounding neighborhood regarding noise. • The nature of the Yorktown corridor from South Staples Street to the east of Rodd Field Road, is developing with a pattern of commercial uses. • A Type B Buffer Yard will be required consisting of a minimum 10-foot-wide buffer yard plus at least 10 points as defined in Section 4.9.5. A. of the Unified Development Code. (UDC), minimally achieved by an 8-foot, solid wood screening fence. Alternatively, 10 points may be achieved by an 8-foot, concrete panel wall. Planning Commission and 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 approval of the change of zoning from the "RS-4.5" Single-Family 4.5 District to the "CN-2" Neighborhood Commercial District. Attachment(s): (A) Metes & Bounds Description and Exhibit. (B) Existing Zoning and Notice Area Map. (A) Metes & Bounds Description and Exhibit STATE OF TEXAS COUNTY OF NUECES EXHIBIT Field notes of a 0,816 acre tract being out of a 11.59 acre tract described in a deed recorded in Document No.2020023010,Deed Records Nueces County,Texas.Said 11-59 acre tract also being out of lots 7& 10,section 25,"Flour Bluff and Encinal Fann and Garden Tracts"as shown on the plat recorded in Volume A,Pages 41—43,Map Records Nueces County,Texas.Said 0,816 acre tract being more particularly described as follows: COMMENCING at a point in the center of Yorktown Boulevard,for the south corner of"Granger Park Unit 3"subdivision as shown on the plat recorded in Volume 69,Pages 770.771,and for the west corner of said 11.59 acre tract,THENCE with the common I ine of said"Granger Park Unit 3"and said 1 l.59 acre tract,North 28°41'28"East,a distance of 215.00 feet to a point in the common line of said 11.59 acre tract and"Granger Park Unit 3",from WHENCE a point for a common corner of Lot 59,Block 5,of said"Granger Park Unit 3"and Lot 1,Block 3,of"Moorland View Unit I"as shown on the plat recorded in Volume 69,Pages 904—905,bears North 2V41'28"East,a distance of 680.67 feet,THENCE across said 11.59 acre tract,South 61°18'45"East,a distance of 129.C9 feet to a point for the north corner of this survey,and for the POINT OF BEGINNING. THENCE South 58'43'19"West,a distance of54.82 Feet to a point of curvature of a curve to the left with a radius of 85,00 feet. THENCE with said curve to the left,a chord bearing of South 43°4223"West,a chord distance of44.04 feet,and a total arch distance of 44.55 feet to a point for an outside comer of this survey. THENCE South 28°4128"West,a distance of 85.00 feet to a point for an outside corner of this survey. THENCE South 16°18'40"East,a distance of 21.21 feet to a paint for an outside corner of this survey. THENCE South 16°19'5 V East,a distance of 179.91 feet to a point for the south corner of this survey. THENCE North 28140,34"East,a distance of 189.94 feet to a point for the east corner of this survey. THENCE South 61°18'45"West,a distance of 155.91 feet to the POINT OF BEGINNING of this survey,and containing 0,816 acres of land,more or less. Notes: 1.)Hearings are based on Global Positioning System NAD 83(93)4205 Dattrm. 2.)A Map of equal date accompanies this Metes and Bounds description. 3.)Set 518"re-bar=re-bar set with yellow plastic cap labeled Brister Surveying. 1,Ronald E.Brister do hereby certify that this survey of the electrical easement does not represent an on the ground survey and is correct to the best of my knowledge and belief. Ronald E.Brister,RPLS No.5407 �°,S„ Date:June 3,2024 1tONALD E.t3R15TER q 5407 ¢. 3U Job No_240818-A STATE OF TEXAS COUNTY OF NUECES EXHIBIT Field notes of a 0.795 acre tract being out of a 11.59 acre tract described in a deed recorded in Document No.2020023010,Deed Records Nueces County,Texas. Said 11.59 acre tract also being out of lots 7& 10,section 25,"Flour Bluff and Encinal Farm and Garden Tracts"as shown on the plat recorded in Volume A,Pages 41 —43,Map Records Nueces County,Texas,Said 0.795 acre tract being more particularly described as follows: COMMENCING at a point in the center of Yorktown Boulevard,for the south comer of"Granger Park Unit 3"subdivision as shown on the plat recorded in Volume 69,Pages 770-771,and for the west comer of said 11.59 acre tract,'THENCE with the common line of said"Granger Park Unit 3"and said 11.59 acre tract,North 28°41'29" East,a distance of 215.00 feet to a point in the common line of said 11.59 acre tract and"Granger Park:Unit 3",from WHENCE a point for a common corner of Lot 59,Block 5,of said"Granger Park Unit 3"and Lot 1,Block.3,of"Mcorland View Unit 1"as shown on the plat recorded in Volume 69,Pages 904--905,bears North 28'4 P28"East,a distance of 680.67 feet,THENCE across said 11.59 acre tract, 'South 61'18'45"East,a distance of 285,00 feet to a point for the north corner of this survey,and for the POINT OF BEGINNING. THENCE South 28140'34" West,a distance of 189.94 feet to a point for the west corner of this survey. THENCE South 61'17'37" East,a distance of 174.71 feet to a point for an outside corner of this survey. THENCE North 73141'21" East,a distance of 21.21 feet to a point for an outside corner of this survey. THENCE North 2814125"East,a distance of 85.12 feet to a point for the point of curvature of a curve to the left with a radius of 81.51 feet. THENCE with said curve to the left a chord bearing of North 14'28'22" East,a chord distance of 41.75 feet,and a total arch distance of45.22 feet to a point for an outside corner of this survey. THENCE North 00015'15"East,a distance of 56.19 feet to a point for the east corner of this survey. THENCE North 61'18'45"West,a distance of 152.75 feet to the POINT OF BEGINNING of this survey,and containing 0.795 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 518"re-bar=re-bar set with yellow plastic cap labeled Brister Surveying. I,Ronald E. Brister do hereby certify that this survey of the electrical easement does not represent an on the ground survey and is correct to the best of my knowledge and belief. Ronal E. Brister, RPLS No.5407 Date:June 3,2024 RONALD E.6RISTER f. ............... + 5407 g Job No.240818-B EXHIBIT OF A 0.816 ACRE TRACT AND A 0.795 ACRE TRACT BEING OUT OF A 11.59 ACRE TRACT DESCRIBED IN A DEED RECORDED IN DOCUMENT NO.2020023010,DEED RECORDS NUECES COUNTY, TEXAS.SAID 11.59 ACRE TRACT ALSO BEING OUT OF LOTS 7&10,SECTION 25,"FLOUR BLUFF AND ENCINCAL FARM AND GARDEN TRACTS"AS SHOWN ON THE PLAT RECORDED IN VOLUME A,PAGES 41-43,MAP RECORDS NUECES COUNTY,TEXAS. POINT IN THE CENCER OF YORKTOWN BLVD.AND FOR S. CORNER OF"GRANGER PARK UNIT 3" VOL.69,PG5,770-771 M.R.N.C.T. BEARS S2e 41'28"W,215.NY REMAINDER OF Z POINT FOR COMMON CORNER OF ° 1 L59 ACRE TRACT °; I LOT 59,BLOCKS"GRANGER PARK SCALE I11=60' N28'41'28°E .. Lj UNTF3"VOL.69,POD.770.7?3 MA.C.T. $5 00' (MEAS) AND LOT 1,BLOCK 3"MOORLAND Cj m VIEW[-TWIT 1"VOL.59,PGS.904-905, v� ry BEARS N28'41'28"E N90.67 Lj I L3=N1018'40"W P.O.B. (M-EAS) 21.2V (MEAS) rn (A) R=85 CO C1--L=4455' a TAN=22 ml o A=931l'01'49" CB=N43'42'23"E,44.04' 0.916 02 ACRES -' 35,541 S.F. W U a L1= N58'43'19"E 54.82' (MEAS) REMAINDER OF N28°40'34"E 189.94, (MEAS) REMAINDER OF 11.59 ACRE 11.59 ACRE TRACT S28'40'34"W 189.94' (MEAS) P.O.B. TRACT (B) s w L2-N73'41'21"H m 2I.21' (MEAS) -a 0.795 I i a ACRES (MEAS) 34,633 S-F. R=81.51' C2=L=42.22' hj TAN=21 fV ❑=029`4R 48" CB—N14.28'22'E,41.73' N28'41'25'E 85.12' (ME,4S) RE1uIAINI7ER OF 11.59 ACRE EXHIBIT PAGE 2 of 2 TRACT O=TRACT CORNER Brister Surveying C••rp,s Chr i,ii,Te.,.s 79411 Uci 36i-Ew-I,laui Fax_"Vi3-R[p-1nuY .r." W 4r„„P.,wta OF1T Firm Rcyiureiin"Na I012 w �p 4ri5i THIS E JMTDOES NOr INCLUDE THE RFSEARCK INVPS IGATION,(RLOCA1IUNSOFALLSERVIILDE5. EASEMFM7'S,RlnRTOFWAYS,ORUTI=rmSONTHIS ?vuTESc ,...L,..«...............:.... PROPERTY. I.]TpFAL SUR VEYF.D AREA IS I.611 ACRES. RO N ALD E.B RI STEF2 1,2ONAID E.BA LSTER DO S-IF7iEgy C'ER i"[YY THAT 2)MEASURFULIJEARINGSAREBASEDONGLOBAL y......•'•4•.".4•...• .• 1. LSE LDE. DOES NOT EPREBY4TANONTHE 3)PL�SET17N'RFBA TEM EEL RE{B)RS SET WITH •'0 5540g �'.' G ROUND SURVEY AND IS CORR ELT TO THE BESTOF 7.)LL W R&HAR=51EEL RE-BAR SU f••BOA atl�� My KNOWLPDGE AND BELIEF. Yfi11034 PI.A.51lC CAP LABELEDBR157T;R SURVEYING. 9' �$gl•,[�='I� 4.)A METES AND BOLNRS DESC R.[PI]ON OF EQUAL 4•S UFI�'+` ❑ATE ACU+MPANIES THIS SVRVPY. / F2 7 1 s'AvtyIM JUNE12,2024 JOB NO,240818 RONALDEBIUSrIER R.P.LS.NO.5407 (B) Existing Zoning and Notice Area Map R5-4. 5 CN- 1 RS-4.S R S- �� �r1 R �i r' + A SjE: ZN8268 SUB T PROPERTY WITH ZONING 6 P*avr+tY A 1� w'p�R,�rrA Mrils �d �yre,\frwi @Mle FM kr�w/rf..___..lsa4�1 A+S: Qrrff•Mr'lrrlw t�f Yi off,Y��rf,�.,If,41 Wt *mobma""m fr MraflM��O�e Rr. 4rfllu�'iM�i.� ►I ifra++ W Damon 6`4.f, O1wN R7" %mwrrr6rMt4rsw PR[ft�m r►• 64 /wf hf++r W Mob" w +ry Mw M pW.i&—_--Cun Oinie 1 M Tn Aflr ti Ywa +er+r D. afty Do "m 1Ww6WIP" r.a ff f Cmy of F,�i.iF i'� •. - Zoning Case ZN8268 JAR Development, LLC F District 5 Rezoning for a property at or near . � 7868 Yorktown Boulevard � 4 ` From the "RS-4.5" to the "CN-2" District SUBJECT PROPERTY SUBJECT N PROPERTY �, �-. _ • City Of Esn,HERE Cotpus LOCATION MAP \ Christi ,r\ t City Council September 17, 2024 Zoning and Land Use LDR VAC Proposed Use: VAC VAD To allow for a retail center ADP (Area Development Plan): VAC 10-13-2020 Southside (Updated March 17, 2020) A FLUM (Future Land Use Map): LOA Medium-Density Residential SUBJE LDR PROOPERW Existing Zoning District: LDR "RS-4.5" Single-Family 4.5 District DR LDR (October 2020: Rezoned from TR" to "RS-4.5") LOR Y LDR OR LDR LDR Adjacent Land Uses: LDR (IL LDR o� North: Agricultural; Zoned: RS-4.5 LDR Fit'+ LDR D South, Medium-Density Residential; Zoned: RS-4.5 LDR LDR LDR Oe LDR N East: LDR LDR LDR LDR n DR West: Vacant; Zoned: CN-1 LDR LDR LDR LDR LDR LDR LDR LDR Public Notification 19 Notices mailed inside the 200' buffer Rs-a.s 1 Notices mailed outside the 200' buffer 8 Notification Area c } 9 RS-4.S Opposed: 0 (0.00%) Separate Opposed Owners: (0) 6� PRG3OO OPE PC�G.245f 6 q 5 13 In Favor: 0 (0.00%) 12 11 1 YR�y 3 S. S 10 O� kltt 2 Q - FBR 16 RS-a�1' S S �P 0 19 *Notified property owner's land in SQF/Total SQF of all properties in the notification area=Percentage of public in opposition and/or favor. Staff Analysis and Recommendation • The proposed rezoning is consistent with many broader elements of the Comprehensive Plan. • The proposed rezoning is compatible with neighboring properties along Yorktown Boulevard, which is transitioning to commercial in nature. • A Type B Buffer will be required, minimally accomplished by a 10-foot-wide buffer and 10 points including a 6-foot, solid wood screening fence. The buffer yard is designed to screen or block vision, noise pollutants, and any other negative by-products between nonresidential districts and one-or two-family districts. PLANNING COMMISSION & STAFF RECOMMEND APPROVAL. I fir• i •�� q� Yx PROPERTY , R de! V p� CASE: ZN8268 N •'I "� WE Aerial View }°` ce S Subject Property s} x, u,n dh. SUBJECT PROPERTY Cityof Esri, HERE Corpus LOCATION MAP Christi Zoning Case No. ZN8336, Shafinury Morteza (District 4). Ordinance rezoning a property at or near 2201 Rodd Field Road from the "ON" Neighborhood Office District to the "CG-2" General Commercial; 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, 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 10.07 Acres out of Lots 7 & 8, Section 19, Flour Bluff& Encinal Farm Garden Tract, as described in Exhibit "A", from: the "ON" Neighborhood Commercial District to the "CG-2" General Commercial District: The subject property is located at or near 2201 Rodd Field Road. Exhibit A, a metes and bounds, and Exhibit B, a sketch, are 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 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 (A) Metes and Bounds MURRAY BASS,IR.,P.E.,R.P.LS. 3054 S.ALAMEDA.zip 78404 NixoN M.WELSH,P.E.,R.P.L.S. 361 882-5521—FAx 363 882-1265 www.bass-weish.com e-mail:murravirOaol.com e-mail:nixmwl(ftmail.com BASS &WELSH ENGINEERING TX Registration No.F-52 Survey Registration No. 100027-00 P.O. Box 6397 Corpus Christi,TX 78466-6397 June 5,2024 24015-M&B Zoning CG-2 Zoning Tract STATE OF TEXAS § COUNTY OF NUECES § Description of a 10.071 acre tract of land,more or less,a portion of Flour Bluff and Encinal Farm and Garden Tracts,Section 19,Lots 7 and 8,a map of which is recorded in Volume"A",Pages 41 thru 43,Map Records,Nueces County,Tx and also being a portion of a 19.316 acre tract described by deed,Document No.2021050080,official records of said county,said 10.071 acre tract of land as further described by metes and bounds as follows: BEGINNING at a point in the southwest boundary line of Christ Community Subdivision Lot 1 as shown by plat recorded in Volume 62, Page 89, said map records, said beginning point bears N61°20'33"W 401.68'from the southernmost corner of said Christ Community Subdivision Lot 1, said beginning point for the easternmost comer of the tract herein described; THENCE S27°49'35"W 660.30'along the northwest boundary line of an existing CG-2 zoning tract to a point in the common southwest boundary Iine of said Lot 8,Section 19,Flour Bluff and Encinal Farm and Garden Tracts and northeast boundary line of a 10 acre tract described by deed,Volume 1487, Page 242, deed records of said county, for the southernmost corner of the tract herein described; THENCE N61°20'00"W 669.00'along the common southwest boundary line of said Lots 8 and 7, Section 19,Flour Bluff and Encinal Farm and Garden Tracts and northeast boundary line of said 10 acre tract,to a point for the westernmost comer of the tract herein described; THENCE N28°36'27"E 660.13' along a line 210.00' southeast of and parallel to the southeast boundary line of Windsong Unit 2,Block 1,as shown by plat in Volume 51,Pages 138&139,said map records,to a point for the northernmost comer of the tract herein described in said southwest boundary line of Christ Community Subdivision Lot 1; EXHIBIT "A" Page 1 of 2 Page 3 of 5 Metes and Bounds Description,10,071 Ac.,June 5,2024,Continued: THENCE S61°20'33"E 660.00 along said southwest boundary fine of Christ Community Subdivision Lot 1 to the to the POINT OF BEGINNING, a sketch showing said 10.071 acre tract for CG-2 zoning being attached hereto as Exhibit`B". r on M.Welsh, T.L.S. NIXWI M•WELD 2213��c,;," EXHIBIT "A" Pagge 2 of 2 Page 4 of 5 WINDSONG UNIT 2, BLOCK i V, 51, P. 138 & 139, M, R, 33 34 1 35 1 36 37 313 39 40 41142 N26'36'27'E 66Q.09, C 3 ro r a EXISTING ON ZONING ro PROPERTYIZONING CORNER A o� TRACT TG REMAIN o o S26.36'27`W 1. I I'FROM zK no o COMMON SOUTH CORNER LOT 42 M n 'n ®� AND EAST CORNER LOT 41 m 66C. 13' o z VEN No ZONING TRACT N s TO BE REZONED TO Q �'op��f s CG-2, 10. 071 AC 'coo ti 2p�v� r; 0+01 a3 - N=9 fi O C7I m q o Oar Cp�yn� o n r z . m Q O Os p�1 Or O f to❑ a q e ❑ iu a ~_ O°'� v m j I 3 m r S27'49'35'W 6G0.30' z z z ry � 0 0 EXISTING CG-2 ZONING TRACT s � I m o w m � m I fCL RODD FIELD ROAD (SH 357) _ ^ - 0 100, 200' 400' mg bmmw SCALE: 1'= 200' EXHIBIT " B" SKETCH TO ACCOMPANY METES BASS AND WELSH ENGINEERING AND BOUNDS DESCRIPTION CORPUS CHRIST, TX I'=200, SURVEY REG. NO. 100027-00, TX ENGINEERING REG. NO. F-52, FILE: EXB-ZONING, SOB NO. 24015, SCALE: 9" = 200' PLOT SCALE: SAME, PLOT DATE: 6/5/24-, SHEET 1 OF 1 Page 5 of 5 ZONING REPORT CASE ZN8336 Applicant & Subject Property District: 5 Owner: Shafinury Morteza Applicant: Shafinury Morteza Address: 2201 Rodd Field Road, Describe the location of the Subject Parcel, as in the Notices to be Mailed. Legal Description: 10.07 acres out of the South Half of Lots 7 & 8, Section 19, Flour Bluff & Encinal Farm Garden Tract Acreage of Subject Property: 10.07 acre(s). Refer to Attachment (A) Metes and Bounds. Zoning Request From: "ON" Neighborhood Commercial District To: "CG-2" General Commercial District Purpose of Request: To allow commercial use (indoor and outdoor recreation, and general commercial uses). Land Development & Surrounding Land Uses Zoning District Existing Land Use Future Land Use Site "ON" Neighborhood Office Vacant Medium-Density Residential North "FR" Farm Rural Vacant Medium-Density Residential "CG-2" General Commercial, Commercial, Commercial, South "IL" Light Industrial Light Industrial Medium-Density Residential,Light Industrial East "CG-2" General Commercial, Vacant, Medium-Density Residential "FR" Farm Rural Public/Semi-Public Vacant, Medium-Density Residential, West "ON" Neighborhood Office Public/Semi-Public, Commercial Commercial Plat Status: The subject property is not platted. 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 Rodd Field "AY Primary Arterial 130-Foot ROW 115-Foot ROW Road Divided 6 Lanes, 4 Lanes, Median Center Turn Lane Transit: The Corpus Christi RTA provides service to the subject property via Bus Route (s) 8 S Flour Bluff Mall near Rodd Field Road and Williams Drive. Bicycle Mobility Plan: The subject property is approximately 3/4 of a mile from the nearest 1-way cycle track along both sides of Williams Drive, north of the subject property, and west of Rodd Field Road. Utilities Gas: An 8-inch WS (gas main) exists along the east side of Rodd Field Road. Stormwater: A 48-inch RCP (public) line exists along the east side of Rodd Field Road. Wastewater: A 16-inch PVC (public force main) exists along the west side of Rodd Field Road. Water: An 8-inch ACP (public distribution) exists along the west side of Rodd Field 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 Southside ADP (Adopted March 17, 2020). 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 5 within a 200-foot notification area 5 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 owners Public Hearing Schedule Planning Commission Hearing Date: August 7, 2024 City Council 1st Reading/Public Hearing Date: September 17, 2024 City Council 2►,d Reading Date: October 15, 2024 Background: The subject property is a 10.07-acre vacant and undeveloped parcel out of a parent lot in the Southside area. It is located along the west side of Rodd Field Road, abutting the 400-foot-deep parcel along Rodd Field Road, and the 210-foot-deep parcel to remain adjacent to the Windsong Unit 2 subdivision. Except for the portion along Rodd Field Road, the "buffer" and subject parcels are currently zoned "ON" Neighborhood Commercial District. Rodd Field Road is an A3 Arterial, with varying widths, that right-of-way dedication will bring into conformity. The properties to the north are zoned "FR" Farm Rural and are vacant. Those to the south are zoned "CG-2" General Commercial and "FR" Farm Rural, with vacant use and Public/Semi-Public use. The properties to the west include the "buffer" parcel zoned "ON" Neighborhood Office, and are vacant and with Public/Semi-Public Use, and commercial uses. The applicant is requesting a change in zoning to expand the development footprint for commercial use. The development will include indoor and outdoor recreation uses, and accompanying incidental uses, and a shell commercial development along Waldron Road. The "CG-2" General Commercial District allows 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. Plan CC (City of Corpus Christi Comprehensive Plan) Consistency: The proposed rezoning is consistent with Elements, Goals and Strategies for Decision Makers: o Housing and Neighborhoods: ■ 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. 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. o Corpus Christi has well-designed neighborhoods and built environments. ■ Screening fences, open spaces, or landscaping can provide an essential buffer between shopping and residential areas. Southside ADP (Area Development Plan) and FLUM (Future Land Use Map) Consistency: The proposed rezoning is consistent with the Southside ADP ; however is not consistent with the FLUM designation of Medium-Density Residential. • Promote land development that enhances the character and opportunities in the southside. o Attract diverse, new, commercial development to vacant, non-residential, infill parcels. ■ Work with neighborhoods and districts on targeted Future Land Use Map updates and possible rezoning if desired. 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 Plan CC; however is inconsistent with the future land use designation of medium-density residential. • The proposed rezoning is compatible with the present zoning and conforming uses of nearby property and to the character of the surrounding area and will have no adverse impact on the neighborhood. • The property to be rezoned is suitable for the uses to be permitted by the proposed amendment. Planning Commission and 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 approval of the change of zoning from the "ON" Neighborhood Office District to the "CG-2" General Commercial District. Attachment(s): (A) Metes & Bounds Description and Exhibit. (B) Existing Zoning and Notice Area Map. (A) Metes & Bounds Description and Exhibit MURRAY BASS,JR.,P.E..R.P.LS. 3054 S.ALAMEDA.ZIP 78404 NIXON M.WELsr-r.P.&R.P.LS. 361 882-5521—FAX 367 882-1265 www.bass-wets h.com e-mail:murra it aol.com e-mail:nixmwlC& mail.com BASS &WELSH ENGINEERING TX Registration No.F-52 Survey Registration No. 100027-00 P.O. Box 6397 Corpus Christi,TX 78466-6397 June 5,2024 24015-M&B Zoning CG-2 Zoning Tract STATE OF TEXAS § COUNTY OF NUECES § Description of a 10.071 acre tract of land,more or less,a portion of Flour Bluff and Encinal Farm and Garden Tracts,Section 19,Lots 7 and 8,a map of which is recorded in Volume"A",Pages 41 thru 43,Map Records,Nueces County,Tx and also being a portion of a 19.316 acre tract described by deed,Document No.2021050080,official records of said county,said 10.071 acre tract of land as further described by metes and bounds as follows: BEGINNING at a point in the southwest boundary line of Christ Community Subdivision Lot 1 as shown by plat recorded in Volume 62, Page 89, said map records, said beginning point bears N61°20'33"W 401.68'from the southernmost corner of said Christ Community Subdivision Lot 1, said beginning point for the easternmost corner of the tract herein described; THENCE S27049'35"W 660.30'along the northwest boundary line of an existing CG-2 zoning tract to a point in the common southwest boundary line of said Lot 8,Section 19,Flour Bluff and Encinal Farm and Garden Tracts and northeast boundary line of a 10 acre tract described by deed,Volume 1487, Page 242, deed records of said county, for the southernmost comer of the tract herein described; THENCE N61°20'00"W 669.00'along the common southwest boundary line of said Lots 8 and 7, Section 19,Flour Bluff and Encinal Farm and Garden Tracts and northeast boundary line of said 10 acre tract,to a point for the westernmost corner of the tract herein described; THENCE N28°36'27"E 660.13' along a line 210.00' southeast of and parallel to the southeast boundary line of Windsong Unit 2,Block 1,as shown by plat in Volume 51,Pages 138&139,said map records,to a point for the northernmost comer of the tract herein described in said southwest boundary line of Christ Community Subdivision Lot 1; EXHIBIT "A" Page 1 of 2 Metes and Bounds Description,10.071 Ac.,June 5,2024,Continued: THENCE S61°20'33"E 660.00 along said southwest boundary line of Christ Community Subdivision Lot 1 to the to the POINT OF BEGINNING,a sketch showing said 10.071 acre tract for CG-2 zoning being attached hereto as Exhibit`B". on M.Welsh,R.P.L.S. NIxOi1 M.WEL51i 2211 9�JFIy�+ EXHIBIT "A" Page 2 of WINDSUNG UNIT 2, BLOCK 1 V. 51, P. 138 & 139, M. R, �333435 36 37 38 39 40 41I4236'27'E 660.09' rn G 3 Nru a EXISTING ON ZONING ro PROPERTY/ZONING CORNER a u �� TRACT TO REMAIN o No S28'36'27"w 1. 11'FROM zi ao COMMON SOUTH CORNER LOT 42 G1 a 'm AND EAST CORNER LOT 41 n b&C. 13' �J En a r m o ON 2C7NING TRACT N o s TO BE REZONED TO `? o d4����'f CG-2, 10, 071 AC w Z�2y s rn ol q T� ro n o Z r o o Os��--�2o v rlcEu r C a A � r 0%z_ �r - m ru '6 9D i a m m -0 0 r< S27'49'35'k 660.3C' �H z z � I a re EXISTING CG-2 ZONING TRACT ci I w o w m 0% � m I JCL R❑DD FIELD ROAD CSH 357) 3 100, 200' 400, SCALE: 1'= 200' EXHIBIT " B" SKETCH TO ACCOMPANY METES BASS AND WELSH ENGINEERING AND BOUNDS DESCRIPTION CORPUS CHRISTI, TX 1'=200' SURVEY REG. NO. 100027-00, TX ENGINEERING REG. NO. F-52, FILE: EXB-ZONING. JOB N0. 24015, SCALE: 1" = 200' PLOT SCALE: SAME, PLOT DATE: 6/5/24, SHEET 1 OF 1 (B) Existing Zoning and Notice Area Map f CG-2 ffd ;v6 ao RS-6 FR 1 r SUBJE,, ,N PROPERTY 1L z CG-2 0 a° O 3 CG-2 CG-2 b` 4 RS16 a<N . CG- CASE: ZN8336 N 6 Zoning and notice Area 5 RM-1 MunOamilyl IL Light Industrial RM-2 N.iifamlly2 IH Heavy Industrial RM-3 Multifamily 3 PUD Planned Unit D.,Oyarlay DN Professional Ofca RS-10 Single-Fam ily 10 MAT Multifamily AT RSS Single-Family8 CNA Neighborhood Commercial RS4.5 5ingi.-F—ily 4.5 CN-2 Neighborhood Commerclal R5-TF T-Family CR-1 R.aod Commercial RS-15 Sing le-Fam ily 15 CR-2 Resod Commercial RE Residential Estate CG-1 General Commerclal RS-TH Townhouse CG-2 General Commercial SIR SPecial Permit CI Irdensive Commercial RV Recreational Vehicle Perk CBD Downtown Commercial RV Manufactured Ham. CR 3 Resort Commercial /-- FR Farm Rural I H Hiatnh�ovadar Tsua"CT 8P business Park ■ ,1■ PROPERTY Subgrn'PmPertY �owi�rs wRh�A6'6�r rn is var 4 ov.rers wnnurswxsr.nar ov„�a,� City Of Esri,HERE _ atlade�ow�rsb�,ab� Xlne Cotpu, LocarloN n�aa Zoning Case ZN8336 Shafinury Morten y District 5 ` « " Rezoning for a property at or near � r 2201 Rodd Field Road From the "ON" Neighborhood Office District � n To the "CG-2" General Commercial District 't-�' SUBJECT j/, wF SUBJECT PROPERTY City of Esri,HERE ye Corpus LOCATION MAP do Christi City Council September 17, 2024 Zoning and Land Use Proposed Use: To allow commercial development; particularly indoor recreation and retail sales and services CG-z uses. 05-18-2015 S-6 FR ADP (Area Development Plan): Southside ADP, Adopted on March 17, 2020 FLUM (Future Land Use Map): ue�e�r Medium-DensityResidential �y PROPERTY Existing Zoning District: "ON" Neighborhood Office !L CG-2 Adjacent Land Uses: 12-29-1981 Qo North: Vacant; Zoned: FIR CG-2 -2 N South: Commercial, Light Industrial; Zoned: CG-2, IL a'4 / CG t East: Vacant, Public/Semi-Public; Zoned: CG-2, FIRRS 6 W CG-z West: Vacant, Public/Semi-Public, Commercial; Zoned: ON Public Notification 5 Notices mailed inside the 200' buffer 5 Notices mailed outside the 200' buffer f �f'f CG-z t 8-g FR 1 Notification Area ri r Opposed: 0 (0.00%) sue�ec� Separate Opposed Owners: (0) ��ROPERrr In Favor: 0 (0.00%) !L CG-2 oa i>e Z 0-2 *Notified property owner's land in SQF/Total SQF of all properties in j!R s the notification area=Percentage of public in opposition and/or favor. t Staff Analysis and Recommendation • The proposed rezoning is inconsistent with the Future Land Use Map designation of medium- density residential, however, is consistent with broader elements and goals of the comprehensive plan including: o Encouraging appropriate transitions between commercial and residential developments o Encourage orderly growth of new residential, commercial, and industrial areas • The request is compatible with adjacent zoning and conforming uses of the nearby property. o The abutting "ON" Neighborhood Office District will provide a 210-foot buffer to the existing residential subdivision. PLANNING COMMISSION & STAFF RECOMMENDS APPROVAL. TO THE "CG-2" GENERAL COMMERCIAL DISTRICT - SUBJECT PROPERTY - .� A 4 4 QQ - 4 7 , CASE: ZN8336 N WE Aerial View � a ® Subject Property a� f.}dry{ I�., SUBJECT �►1 a PROPERTY Citvof Esri, HERE Corpus LOCATION MAP Christi .bus cx,� �o Nreoreroea 1852 AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of September 17, 2024 Second Reading for the City Council Meeting of October 15, 2024 DATE: August 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 601 Graham Road CAPTION: Zoning Case No. ZN8359, Horizon Land Properties, LLC, (District 5). Ordinance rezoning a property at or near 601 Graham Road from the "RM-1" Multifamily District to the "RS-4.5" Single-Family and "CG-2" General Commercial District; providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval) (6 votes required) SUMMARY: This item is to rezone the property to allow for a residential subdivision and commercial uses. BACKGROUND AND FINDINGS: The subject property is a 17.28-acre tract out of the Flour Bluff area, located at the southwest quadrant of Graham Road, a C1 class collector road, and Waldron Road, an A2 class arterial road. The area is characterized primarily by single-family uses with Flour Bluff having most commercial uses along South Padre Island Drive, and sparingly between Yorktown Boulevard and Graham Road, the Oso, and the Laguna Madre., The properties to the north are zoned "RS-6" Single-Family and "RE" Residential Estate and have low-density residential and public/semi-public land uses. Those to the south are zoned "RM-1" Multifamily District and "RV" Recreation Vehicle Park District. Some lots are vacant, and another property hosts a recreational vehicle park. The properties to the east are zoned "RE" Residential Estate and "CG-2" General Commercial, with a current land use of commercial. The properties to the west are zoned "RS-6" Single- Family 6 and "RM-1" Multifamily District, with low-density residential, and vacant land uses. The "RS-4.5" Single-Family District allows single-family detached houses and group homes. 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. 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 UDC has buffering requirements for commercial zones adjacent to residential zones and these are reviewed and determined during the building permit review process. This proposed project has a proposed street between the commercial and residential which exceeds the UDC requirements for buffering and screening. A Traffic Impact Analysis (TIA) is not required as the peak hour worksheet submitted with the application does not meet the UDC threshold requiring a TIA. The proposed rezoning is consistent with the Flour Bluff ADP; however is not consistent with the FLUM designation of Medium-Density Residential along Waldron Road, where a commercial use is being proposed. Public Input Process: Number of Notices Mailed: 48 notices were mailed within the 200-foot notification area, and 4 outside the notification area. As of August 19, 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: Denial of the change of zoning from the "RM-1" Multifamily District to the "RS-4.5" Single-Family and "CG-2" General Commercial District. FISCAL IMPACT: There is no fiscal impact associated with this item. RECOMMENDATION (August 7, 2024): Planning Commission and Staff recommend approval of the change of zoning from the "RM-1" Multifamily District to the "RS-4.5" Single-Family and "CG-2" General Commercial District. Vote Results For: 6 Against: 0 Absent: 2 Abstained: 0 Vacant: 1 LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Zoning Case No. ZN8359, Horizon Land Properties, LLC (District 4). Ordinance rezoning property at or near 601 Graham Road from the "RM-1" Multi- Family District to the "RS-4.5" Single-Family 4.5 and "CG-2" General Commercial District; providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff Recommendation). 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 11 .76 acres out of Lot 24, Section 48, Flour Bluff & Encinal Farm Garden Tracts, as described in Exhibit "A" Tract 1 and Exhibit B-1, from: the "RM-1" Multifamily District to the "RS-4.5" Single-Family 4.5 District. The subject property is located at or near 601 Graham Road. Exhibit A, a Metes and Bounds Description and Exhibit B-1 , is attached to and incorporated in this ordinance. SECTION 2. 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 5.51 acres out of Lot 24, Section 48, Flour Bluff & Encinal Farm Garden Tracts, as described in Exhibit "A" Tract 2 and Exhibit B-2, from: the "RM-1" Multifamily District to the "CG-2" General Commercial District. The subject property is located at or near 601 Graham Road. Exhibit A, a Metes and Bounds Description and Exhibit B-2, is attached to and incorporated in this ordinance. SECTION 3. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011 and as amended from time to time, except as changed by this ordinance, both remain in full force and effect including the penalties for violations as made and provided for in Article 10 of the UDC. SECTION 4. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 5. All ordinances or parts of ordinances specifically pertaining to the zoning of the 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 6. 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 7. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter. SECTION 8. 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 8 EXHIBIT"A",TRACT I OF 2 STATE OF TEXAS COUNTY OF NUECES Field notes of an 11.775 acre tract of land being out of a 17.285 acre tract of land,said 17.285 acre tract also being out of Lot 24,Section 48,Flour Bluff and Encinal Farm and Garden Tracts as recorded in Volume A,pages 41-43 of the Map Records of Nueces County,Texas,and as described in a general warranty deed from Morteza Shafinury to Horizon Land Properties,LLC recorded under Document No.2024018722 of the Official Public Records of Nueces County,Texas(the parent 17.285 acre tract). Said 11.775 acre tract of land being more particularly described by metes and bounds as follows: COMMENCING at a 5/8 inch iron rod found in the southerly right of way line of Graham Road,said point also being the point of curvature in the northerly boundary line of Lot 1,Block 1,Diamond Subdivision,as recorded in Volume 56,Page l l t of the Map Records of Nueces County,Texas,and being the POINT OF COMMENCEMENT; THENCE,North 611 33' 22"West,along the southerly right of way line of Graham Road and northerly boundary of Lot 1,Block 1,Diamond Subdivision as recorded in Volume 56,Page I I I of the Map Records of Nueces County,Texas, a distance of 165.00 feet,to a 518"iron rod found in said right of way line and the northerly boundary of Lot 1,Block 1,Diamond Subdivision,said point also being the northwest corner of Lot 1,Block 1,Diamond Subdivision and the POINT OF BEGINNING; THENCE,South 28°44'41"West,along the common westerly boundary line of Lot 1,Block 1,Diamond Subdivision and easterly boundary of this tract,a distance of 185.30 feet to a 5/8 inch iron rod set in the common southerly boundary line of Lot 1, Block 1, Diamond Subdivision and easterly boundary of this tract,said point also being southwest corner of Lot 1,Block 1 Diamond Subdivision,and an exterior corner of this tract; THENCE,North 61° 14'35"West,a distance of 46.00 feet to a 5/8 inch iron rod set for an interior corner of this tract; THENCE,South 28'33'27"West,along the easterly boundary of this tract,a distance of 987.11 feet to a 5/8 inch iron rod set for an interior corner of this tract; THENCE,South 61,32'04"East,along the easterly boundary of this tract,a distance of 25.00 feet to a 5/8 inch iron rod set for an exterior corner of this tract; THENCE,South 28'33'27"West,along the easterly boundary of this tract a distance of 110.00 feet to a 518 inch iron rod set in the common southerly boundary of this tract and the northerly boundary of a 5.88 acre tract of land belonging to Exxon Pipeline Company out of Lot 25 Section 48 of the Flour Bluff and Encinal Farm and Garden Tracts as recorded in Volume A, Pages 41-43 of the Map Records of Nueces County,Texas,said point also being the southeast corner of this tract; THENCE,North 61'32' 04"West,along the common southerly boundary of this tract and the northerly boundary of a 5.88 acre tract of land belonging to Exxon Pipeline Company out of Lot 25 Section 48 of the Flour Bluff and Encinal Faun and Garden Tracts as recorded in Volume A,Pages 41-43 of the Map Records of Nueces County,Texas,a distance of 412.24 feet to a 5/8 inch iron rod found in said common boundary line,said point also being the common northwest corner of the Exxon Pipeline property,southwest corner of the parent 17.285 acre tract,and southwest corner of this tract; Page 1 of 2 Page 3 of 8 THENCE, North 28' 37' 18" East, along the common easterly boundary line of the Perry's Estate Subdivision and the westerly boundary of the parent 17.285 acre tract and westerly boundary of this tract, a distance of 1295.15 feet to a 518 inch iron rod found in the southerly right of way line of Graham Road, said point also being the northwest corner of the parent 17.285 acre tract and the northwest corner of this tract; THENCE, South 61'46' 56" East,along the southerly right of way line of Graham Road and northerly boundary of the parent 17.285 acre tract and northerly boundary of this tract,a distance of 432.45 feet to a 5/8 inch iron rod found in the southerly right of way line of Graham Road,said point being the northeast corner of the parent 17.285 acre tract and the northeast corner of this tract; THENCE, South 28'44' 41" West, along the easterly boundary of the parent 17.285 acre tract and the easterly boundary of this tract,a distance of 14.84 feet to the POINT OF BEGINNING,and containing 11.775 acres of land,more or less. Notes: 1.) Bearings are based on Global Positioning System NAD 83 Zone 4205 Datum 2.) A map of equal date accompanies this Metes and Bounds description. I,Fred C.Hayden,Jr.,do hereby certify that this survey of the property legally described herein was made on the ground this 251h day of 2024, and is correct to the best of my knowledge and belief. t�OF rp�. o,.a •:z . Fred C.Hayden,Jr., RPLS No.4486 Page 2 of 2 Page 4 of 8 9-yd,- DAM 06/24/24 veying,Inc. 9N DELTA ER r�`cLpl5T&/j�d�cP UPeSN[i NISTI.TEXAS 78Il2 rZ : S•y •# I.lmE xX X ermaxsica r FAFl34dIL-M—1—ES -''•-'•• TIAT nnz slsrvEv PLAr xaaw Iz lwc Arm mes.ET Al0 XAS �v'C(iCG C,�NAYDCASL IR: AS,—nmI IN—1 Sa n 4486 ALLM SE W 1. V AS 1- 1KXVRKrR0.9[IXFTIIz Ala HSLImVfr[asLxcn Ek1P1 fQFf6S10\ /dp SlIA� S61 45"56"E 432.45' 528'44'�1'W wo pia.a 14.84 .O.C. m nc snrmxoXs sNXr a nus mIA'na uc FOR TIE u� Rrarsxrarsrcnsx�ullm g slu�w rw Ixr D_ IF1315i1vns slox AIS I101.1H RUPlkIT L[IE m nE � °"mom'® PrumTm+:�PnaX rr�m cPmm��wrml T0.0MTxdl A. SEN0.XS AI DISTm-SMM a TIDES 91Pri.Y IYITW llc Rcmlm rur. SETaLk'LOCS NE AS aLffATEO W IfYL!®FLAT. nxwW ICim FR0Twsm0 IF my.eAnE SIdN mmEm TIE P10.PFRR gE11TS A PNLI[0.0.X. •^• n mpan�,n, .a m PFARL�CInTY CR14E Ei VI 5 e. � .wa � w 40. �• 0 ....0 n n m.mm mR. S 112'WE T s,,s• 25A, T s/e':? '" �° N91.32'04"W 41224' sF's�H�1° 5.133 ACRES MON PMINE CO. EXHIBIT B- 1 SURVEY OF WALDRON ESTATES TRACT 1 BEING 11.775 ACRES OUT OF A TOTAL OF 17.285 ACRES OUT OF LOT 24, SECTION 48, FLOUR BLUFF AND ENCINAL FARM AND GARDEN TRACTS V. A, PG. 41-43 MAP RECORDS OF NUECES COUNTY, TEXAS DATE: as/z4/zoz4 scALE: i'=zoo' Page 5 of 8 EXHIBIT"A",TRACT 2 OF 2 STATE OF TEXAS COUNTY OF NUECES Field notes of an 5.510 acre tract of land being out of a 17.285 acre tract of land,said 17.285 acre tract also being out of Lot 24,Section 48,Flour Bluff and F,neinal Farm and Garden Tracts as recorded in Volume A,pages 41-43 of the Map Records of Nueces County,Texas,and as described in a general warranty deed from Morteza Shaftnury to Horizon Land Properties,LLC recorded under Document No.2024018722 of the Official Public Records of Nueces County,Texas(the parent 17.285 acre tract). Said 5.510 acre tract of land being more particularly described by metes and bounds as follows: COMMENCING at a 5/8 inch iron rod found in the southerly right of way line of Graham Road,said point also being the point of curvature in the northerly boundary line of Lot 1,Block 1,Diamond Subdivision,as recorded in Volume 56,Page I I I of the Map Records of Nueces County,Texas,and being the POINT OF COMMENCEMENT; THENCE,North 61°33'22"West,along the southerly right of way line of Graham Road and northerly boundary line of Lot 1,Block 1, Diamond Subdivision as recorded in Volume 56,Page 1 11 of the Map Records of Nueces County,Texas,a distance of 165.00 feet,to a 5/8"iron rod found in said right of way line and the northerly boundary of Lot 1,Block 1,Diamond Subdivision,said point also being the northwest corner of Lot 1,Block 1,Diamond Subdivision; THENCE, South 281 44' 41" West, along the westerly boundary line of Lot 1, Block 1, Diamond Subdivision,a distance of 185.30 feet,to a 5/8 inch iron rod set in the common southerly boundary line of Lot 1,Block 1,Diamond Subdivision and northerly boundary of this tract,said point also being southwest corner of Lot 1,Block 1 Diamond Subdivision and the POINT OF BEGINNING; THENCE,SOUTH 61° 14' 35"East,along the common southerly boundary of Lot 1,Black 1,Diamond Subdivision and northerly boundary of this tract,a distance of 175.00 feet to a 5/8 inch iron rod found in the westerly right of way line of Waldron Road,said point also being the common southeast corner of Lot 1,Block I,Diamond Subdivision and northeast corner of this tract; THENCE,South 28'33' 27" West, along the westerly right-of-way line of Waldron Road and easterly boundary of this tract,a distance of 1095.99 feet to a 5/8 inch iron rod found in the westerly right of way line of Waldron Road,said point being the common northeast corner of a 5.88 acre tract of land belonging to Exxon Pipeline Company out of Lot 25, Section 48 of the Flour Bluff and Encinal Farm and Garden Tracts as recorded in Volume A, Pages 41-43 of the Map Records of Nueces County, Texas,and southeast corner the parent 17.285 acre tract and the southeast corner of this tract; THENCE,North 611 32' 04"West,along the common southerly boundary line of the parent 17.285 acre tract and southerly boundary of this tract and northerly boundary of a 5.88 acre tract of land belonging to Exxon Pipeline Company out of Lot 25 Section 48 of the Flour Bluff and Encinal Farm and Garden Tracts as recorded in Volume A,Pages 41-43 of the Map Records of Nueces County,Texas,a distance of 196.00 feet to a 5/8 inch iron rod set in said boundary line,said point also being the southwest corner of this tract; THENCE, North 28'33'27"East,along the westerly boundary of this tract,a distance of 110.00 feet to a 5/8 inch iron rod set for an interior corner of this tract; Page 1 of 2 Page 6 of 8 THENCE,North 6P 32' 04"West,along the westerly boundary of this tract,a distance of 25.00 feet to a 5/8 inch iron rod set for an exterior corner of this tract; THENCE,North 28'33'27"East,along the westerly boundary of this tract,a distance of 987.11 feet to a 5/8 inch iron rod set for the northwest corner of this tract; THENCE,South 61° 14'35"East,along the northerly boundary of this tract,a distance of 46.00 feet to the POINT OF BEGINNING,and containing 5.510 acres of land,more or less. Notes: 1.) Bearings are based on Global Positioning System NAD 83 Zone 4205 Datum 2.) A map of equal date accompanies this Metes and Bounds description. 1,Fred C.Hayden,Jr.,do hereby certify that this survey of the property legally described herein was made on the ground this 151h day of —7%, e- , 2024, and is correct to the best of my knowledge and belief. e OF rk- -FRED.0 14AYDEN A 4486 Fred C.Hayden,Jr., RPLS No.4486 Page 2 of 2 Page 7 of 8 ayden DATE, W,/24/24 urveyinq,Inc. 90 IELTA OI. rZ 5FL'CURWCHRISTI.TEXAS 79412 PH 361 72E-7tBw ( FRFU C.HAYUN+7 .IR.x.nE IwvT3axxwm xx m FR�xxtwoi vraxar.xmcer sTxTEs .. IIwT ixxs suxYCT PwT IkRmll xs mcc ado cmRcsi nrm wxs >R................... .... iY>w° s AE"l Fou°Lio°1m gr N°EFLsmm wvTMe14H TET TZ xRcxNl U CR :.N AImx9 Nx l WRiLATS Larrr T� f 9�FE88S0HL'C4 As sxvw w TIE suRaev RUT. ij��O.gOR'S.aa xAlsraw 1d5.W .O.C..— '� W T-A—AR E 9�I W wR 9 q� r mx W W OIIEA giFu[ mMIOEs IN WVNECIIUJ MITH xEAS1RAY[IUS—A E FIAT TIE A—LIIE iE M 4'J$ » ®T. FDIIEATIM MO iiGM tOlFlt TO[O4FA K i1E .00 XE�n IO EAR]OR IdgNill lMS 9EW 19S4f�RT IMTR31 w ,,,,,, 561Y43AT T W _ 's e �i sti�gli ILL SMUG 11w 9RxAA]S 9GYl 011xIS 9Al£Y A4TU1 uxau. m 11E PFITYE PLOT. '�^ - 0 HIIWIIG>FfRV]'.L[NES 9E AS INAIEAIED UY w1TAR FLAT. .o ® d TIE SIIMEY 90N HUEUN IME 1115 UPUI TIE wmNU lI1wER '� xr wlPmxaxrw,v3sxnc dEwnduExls T.YmEwls, vxsr3eEPAxn¢,wamalvxs,.TE AxT,wE slow uElEw. x,�.eme._. TIE PRRPERTY A[Y11S A wELSL R,U LL w. im .I N 732.04�W N G 2 n� ' srt 111 is retaww Im.W' 5.85 ACRES E%XON PIPEIINE CO. EXHIBIT B-2 SURVEY OF WALDRON ESTATES TRACT 2 BEING 5.510 ACRES OUT OF A TOTAL OF 17.285 ACRES OUT OF LOT 24, SECTION 48, FLOUR BLUFF AND ENCINAL FARM AND GARDEN TRACTS V. A, PG. 41-43 MAP RECORDS OF NUECES COUNTY, TEXAS DATE: scaTx 0:0,24�2024 i•=zoo' Page 8 of 8 ZONING REPORT CASE ZN8359 Applicant & Subject Property District: 4 Owner: Horizon Land Properties LLC Applicant: MVR Construction Company Inc Address: 601 Graham Road, located along the west side of Waldron Road, north of Don Patricio Road, south of Graham Road, and west of Flour Bluff Drive. Legal Description: 17.28 acres out of Lot 24, Section 48, Flour Bluff & Encinal Farm Garden Tracts Acreage of Subject Property: 17.28 acres (see Attachment A — Metes and Bounds) Zoning Request From: "RM-1" Multifamily District To: "RS-4.5" Single-Family District and "CG-2" General Commercial District Purpose of Request: To allow the development of the property into a residential subdivision and commercial uses. Land Development & Surrounding Land Uses Zoning District Existing Land Use Future Land Use Site "RM-1" Multifamily Vacant Medium-Density Residential Low-Density Residential, Low- Density Residential, North "RS-6" Single-Family, ROW (Graham Rd), Medium-Density Residential, "RE" Residential Estate Vacant, Transportation (Graham Rd), Public/Semi-Public Government "RM-1" Multifamily, Vacant, Medium-Density Residential, South "RV" Recreational Vehicle ROW (Waldron Road), Transportation (Waldron Rd), Manufactured Home, Park Public/Semi-Public High-Density Residential Public/Semi-Public, Government, "RE" Residential Estate, ROW (Waldron & GrahamTransportation (Waldron & East ,CG-2" General Commercial Road), Graham Road), Commercial, High-Density Residential Vacant West "RS-6" Single-Family, Low-Density Residential, Low-Density Residential, "RM-1" Multifamily Vacant Medium-Density Residential Plat Status: The subject property is not platted. 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 60-Foot ROW 60-Foot ROW Graham Road "C1" Minor Residential 2 Lanes, Collector No Median/Center 2 Lanes, Turn Lane No Median/Center Turn Lane Designation Section Proposed Section Existing Waldron Road "A2" Secondary Arterial 100-Foot ROW 80-Foot ROW Divided 4 Lanes, 4 Lanes, Center Turn Lane Center Turn Lane Transit: The Corpus Christi RTA provides service to the subject property via Bus Route 8 S Flour Bluff Mall and 4 Flour Bluff near Waldron Road and Graham Road. Bicycle Mobility Plan: The subject property is approximately 700 feet from the nearest off-road multi-use trail along the O'Neil Ditch north of Waldron Road, and a 1-way Cycle Track along both sides of Waldron Road. Utilities Gas: 3-inch WS (gas main) exists along the south side of Graham Road, and a 4- and 8-inch WS along the west side of Waldron Road. Stormwater: 33-, 16-, and 30-inch RCP exist along the east side of Waldron Road. Wastewater: 18-inch DIP (Public Force Main) exists along the west side of Waldron Road. Water: 8-inch RCP (Public Distribution) line exists along the west side of Waldron Road, and a 6- inch ACP along the south side of Graham 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 Flour Bluff ADP (Adopted on June 22, 2021). Water Master Plan: Improvements have been proposed; an 18-inch water line extension. Wastewater Master Plan: Improvements have been proposed; which, includes a future force main. Stormwater Master Plan: No improvements have been proposed. Roadway Master Plan: Improvements have been proposed; which, includes the widening of Waldron Road. Public Notification Number of Notices Mailed 48 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 owners) Public Hearing Schedule Planning Commission Hearing Date: August 7, 2024 City Council 1st Reading/Public Hearing Date: September 17, 2024 City Council 2►,d Reading Date: October 15, 2024 Background: The subject property is a 17.28-acre tract out of the Flour Bluff area, located at the southwest quadrant of Graham Road, a C1 class collector road, and Waldron Road, an A2 class arterial road. The area is characterized primarily by single-family uses with Flour Bluff having most commercial uses along South Padre Island Drive, and sparingly between Yorktown Boulevard and Graham Road, the Oso, and the Laguna Madre. The properties to the north are zoned "RS-6" Single-Family and "RE" Residential Estate and have low-density residential and public/semi-public land uses. Those to the south are zoned "RM-1" Multifamily District and "RV" Recreation Vehicle Park District. Some lots are vacant, and another property hosts a recreational vehicle park. The properties to the east are zoned "RE" Residential Estate and "CG-2" General Commercial, with a current land use of commercial. The properties to the west are zoned "RS-6" Single-Family 6 and "RM-1" Multifamily District, with low-density residential, and vacant land uses. The applicant is requesting to amend the current zoning district to tentative development the property with a medium-density residential subdivision of 78 lots and a commercial development separated to the Waldron Road frontage by a right-of-way. Per the preliminary layout, the development will consist of 11.77 acres of residential use out of the 17.285 acres, with the remaining for retail sales and services. The "RS-4.5" Single-Family District allows single-family detached houses and group homes. 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. 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. Plan CC (City of Corpus Christi Comprehensive Plan) Consistency: The proposed rezoning is consistent with Elements, Goals and Strategies for Decision Makers: • Housing and Neighborhoods: o New and redeveloped housing is resource-efficient. ■ Support resource efficiency in City-assisted housing, whether new or rehabilitated. o New cost-effective residential subdivisions are established in high-growth corridors to support the demand for new housing. 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. ■ 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. • Corpus Christi has well-designed neighborhoods and built environments. ■ Encourage residential infill development on vacant lots within or adjacent to existing neighborhoods. ■ Support the separation of high-volume traffic from residential areas or other noise-sensitive land uses. ■ Encourage convenient access from medium-density residential development to arterial roads. ■ Screening fences, open spaces, or landscaping can provide an essential buffer between shopping and residential areas. Flour Bluff ADP (Area Development Plan) and FLUM (Future Land Use Map) Consistency: The proposed rezoning is consistent with the Flour Bluff ADP; however is not consistent with the FLUM designation of Medium-Density Residential along Waldron Road, where a commercial use is being proposed. 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 several elements and goals of the comprehensive plan; however, is inconsistent with the future land use designation of Medium-Density Residential along Waldon Road. • The request to amend the subject property to accommodate residential subdivision and commercial developments is compatible with the present zoning and conforming uses of the nearby property. The commercial area will be separated by a right-of-way from the residential subdivision. • The subject property is suitable for uses permitted by the zoning district that would be applied by the proposed amendment. Planning Commission & 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, Planning Commission and Staff Recommend approval of the change of zoning from the "RM-1" Multifamily District to the "RS-4.5" Single-Family and "CG-2" General Commercial District. Attachment(s): (A) Metes & Bounds Description and Exhibit. (B) Existing Zoning and Notice Area Map. (A) Metes & Bounds Description and Exhibit EXHIBIT"A",TRACT 1 OF 2 STATE OF TEXAS COUNTY OF NUECES Field notes of an 11.775 acre tract of land being out of a 17.285 acre tract of land,said 17.285 acre tract also being out of Lot 24,Section 48,Flour Bluff and Encinal Farm and Garden Tracts as recorded in Volume A,pages 41-43 of the Map Records of Nueces County,Texas,and as described in a general warranty deed from Morteza Shafinury to Horizon Land Properties,LLC recorded under Document No.2024018722 of the Official Public Records of Nueces County,Texas(the parent 17.285 acre tract). Said 11.775 acre tract of land being more particularly described by metes and bounds as follows: COMMENCING at a 5/8 inch iron rod found in the southerly right of way line of Graham Road,said point also being the point of curvature in the northerly boundary line of Lot 1,Block 1,Diamond Subdivision,as recorded in Volume 56,Page I I I of the Map Records of Nueces County,Texas,and being the POINT OF COMMENCEMENT; THENCE,North 61'33' 22"West,along the southerly right of way line of Graham Road and northerly boundary of Lot 1,Block 1,Diamond Subdivision as recorded in Volume 56,Page 111 of the Map Records of Nueces County,Texas, a distance of 165.00 feet,to a 5/8"iron rod found in said right of way line and the northerly boundary of Lot 1,Block 1,Diamond Subdivision,said point also being the northwest corner of Lot 1,Block 1,Diamond Subdivision and the POINT OF BEGINNING; THENCE,South 28°44'41"West,along the common westerly boundary line of Lot 1,Block 1,Diamond Subdivision and easterly boundary of this tract,a distance of 185.30 feet to a 5/8 inch iron rod set in the common southerly boundary line of Lot 1, Block I, Diamond Subdivision and easterly boundary of this tract,said point also being southwest corner of Lot 1,Block 1 Diamond Subdivision,and an exterior corner of this tract; THENCE,North 61- 14'35"West,a distance of 46.00 feet to a 5/8 inch iron rod set for an interior corner of this tract; THENCE,South 28133'27"West,along the easterly boundary of this tract,a distance of 487.11 feet to a 5/8 inch iron rod set for an interior corner of this tract; THENCE,South 610 32'04"East,along the easterly boundary of this tract,a distance of 25.00 feet to a 5/8 inch iron rod set for an exterior corner of this tract; THENCE,South 28'33'27"West,along the easterly boundary of this tract a distance of 110.00 feet to a 5/8 inch iron rod set in the common southerly boundary of this tract and the northerly boundary of a 5.88 acre tract of land belonging to Exxon Pipeline Company out of Lot 25 Section 48 of the Flour Bluff and Encinal Farm and Garden Tracts as recorded in Volume A, Pages 41-43 of the Map Records of Nueces County,Texas,said point also being the southeast corner of this tract; THENCE,North 61'32' 04"West,along the common southerly boundary of this tract and the northerly boundary of a 5.88 acre tract of land belonging to Exxon Pipeline Company out of Lot 25 Section 48 of the Flour Bluff and Encinal Farm and Garden Tracts as recorded in Volume A,Pages 41-43 of the Map Records of Nueces County,Texas,a distance of 412.24 feet to a 5/8 inch iron rod found in said common boundary line,said point also being the common northwest corner of the Exxon Pipeline property,southwest corner of the parent 17.285 acre tract,and southwest corner of this tract; Page 1 of 2 THENCE, North 28' 37' 18" East, along the common easterly boundary line of the Perry's Estate Subdivision and the westerly boundary of the parent 17.285 acre tract and westerly boundary of this tract, a distance of 1295.15 feet to a 5/8 inch iron rod found in the southerly right of way line of Graham Road, said point also being the northwest corner of the parent 17.285 acre tract and the northwest corner of this tract; THENCE, South 611 46' 56" East,along the southerly right of way line of Graham Road and northerly boundary of the parent 17.285 acre tract and northerly boundary of this tract,a distance of 432.45 feet to a 5/8 inch iron rod found in the southerly right of way line of Graham Road,said point being the northeast corner of the parent 17.285 acre tract and the northeast corner of this tract; THENCE, South 281 44' 41" West, along the easterly boundary of the parent 17.285 acre tract and the easterly boundary of this tract,a distance of 14.84 feet to the POINT OF BEGINNING,and containing 11.775 acres of land,more or less. Notes: 1.) Bearings are based on Global Positioning System NAD 83 Zone 4205 Datum 2.) A map of equal date accompanies this Metes and Bounds description. 1,Fred C.Hayden,Jr.,do hereby certify that this survey of the property legally described herein was made on the ground this 25ih day of 2024, and is correct to the best of my knowledge and belief. OFT � 1 RFQ C IiAY�EN: Fred C.Hayden,Jr., RPLS No.4486 Page 2 of 2 oyden DAM 06/24/24 W'Veying,Inc. kk %C OF TC� 9{<5�LTa Oft rp IIGj�CC'.VIS���FpYl Ugslll H SNNr"SSy �FNS 6RISTI.TF]fAS T8412 •� AX at.-ne-nee . I.1HE uA®dxs1EII xX MY P16£ffi0IfL CP—RE IEP®Y S1R1ES '��•CI3C�C,�.HAYpGI�1...1k. TIAi TXA SWVEY PLAT .T xz 1WlE aAE mPP¢r RXo XM tl PPE RIEE FPIR aN RENK a THE m SET Pl UH 6R SIXNEY THE XT DIREETIAI HE. ILL IUXUE111z HE.Nllm FEftEilE4 EE F AIRVEY PLM1T i V �aslnlu oNAi�X�aN�ErraoREwlz aXo zoulEvn misLlnz Exmm f���FE681�t'�'� ✓p 5118�'� S61'46'S6"E 43Z45• 528'44'11"W I O.C.. � -� xeI.ss^n•n THE naoexwa SIEIN Lx n¢s mwna we roR THE<E rc rxrLE wm XwrrxE mww1srs xX roXEcrm XxrX m R rNx�s r�mX Rw sxuL xar a xx>_xm IPDX roI wrr d a XVXasaeorrs� RRL m mEn o--rll'0Ec ro r� T rxroP rnNORrm E - �,, Ia rsxrnrt nrsEmal uaz�Pxrxnarn Xr wrod survETur.vc '!' M r/P•.a � ���r oxsralas swm a rws sw+L•r IarcX � u�y' amnrrr n�encX L.rs RPE Rs unsnrm a IRmPo Pur. ..•. ,. rIE swvEr SIlo1)1�EIEON Xas IwcE uPON TIE WJIMR ulRw .:�© ... Mi SIIPEPV1S1Ai Y[SIELE AIGN11lMFNTX Ea5F1FIF5. RISQVERNLIES PPIERISIDNS FF WY.OAE SI�RI HEREd, ' TIE PiGPFATY AARS R PmLi[ W Q PEARVITY CRIW Z [n " 5 on m m U C F UX cw n K 1 0 n o SO ao :m m�mmn a 1'32'04"E Er sN'�a 5.00 T sle°n N51'32'04"W 412.24' srr s/e a 5.89 ACRES E XXON 71PELINE CO. EXHIBIT B-1 SURVEY OF WALDRON ESTATES TRACT 1 BEING 11.775 ACRES OUT OF A TOTAL OF 17.285 ACRES OUT OF LOT 24, SECTION 48, FLOUR BLUFF AND ENCINAL FARM AND GARDEN TRACTS V. A, PG. 41-43 MAP RECORDS OF NUECES COUNTY, TEXAS LATE: 0B/26/202200'4 SCALB: 1"= EXHIBIT"A",TRACT 2 OF 2 STATE OF TEXAS COUNTY OF NUECES Field notes of an 5.510 acre tract of land being out of a 17.285 acre tract of land,said 17.285 acre tract also being out of Lot 24,Section 48,Flour Bluff and Encinal Farm and Garden Tracts as recorded in Volume A,pages 41-43 of the Map Records of Nueces County,Texas,and as described in a general warranty deed from Morteza Shafinury to Horizon Land Properties,LLC recorded under Document No.2024018722 of the Official Public Records of Nueces County,Texas(the parent 17.285 acre tract). Said 5.510 acre tract of land being more particularly described by metes and bounds as follows: COMMENCING at a 5/8 inch iron rod found in the southerly right of way line of Graham Road,said point also being the point of curvature in the northerly boundary line of Lot 1,Block 1,Diamond Subdivision,as recorded in Volume 56,Page I I I of the Map Records of Nueces County,Texas,and being the POINT OF COMMENCEMENT; THENCE,North 61'33' 22"West,along the southerly right of way line of Graham Road and northerly boundary line of Lot 1,Block 1, Diamond Subdivision as recorded in Volume 56, Page I I I of the Map Records of Nueces County,Texas,a distance of 165.00 feet,to a 5/8"iron rod found in said right of way line and the northerly boundary of Lot 1,Block 1,Diamond Subdivision,said point also being the northwest corner of Lot 1,Block 1,Diamond Subdivision; THENCE, South 280 44' 41" West, along the westerly boundary line of Lot 1, Block 1, Diamond Subdivision,a distance of 18530 feet,to a 5/8 inch iron rod set in the common southerly boundary line of Lot 1,Block 1,Diamond Subdivision and northerly boundary of this tract,said point also being southwest corner of Lot 1,Block 1 Diamond Subdivision and the POINT OF BEGINNING; THENCE,SOUTH 61° 14' 35"East,along the common southerly boundary of Lot 1,Block 1,Diamond Subdivision and northerly boundary of this tract,a distance of 175.00 feet to a 5/8 inch iron rod found in the westerly right of way line of Waldron Road,said point also being the common southeast corner of Lot 1,Block 1,Diamond Subdivision and northeast corner of this tract; THENCE,South 28'33' 27" West,along the westerly right-of-way line of Waldron Road and easterly boundary of this tract,a distance of 1095.99 feet to a 5/8 inch iron rod found in the westerly right of way line of Waldron Road,said point being the common northeast corner of a 5.88 acre tract of land belonging to Exxon Pipeline Company out of Lot 25, Section 48 of the Flour Bluff and Encinal Farm and Garden Tracts as recorded in Volume A, Pages 41-43 of the Map Records of Nueces County, Texas,and southeast corner the parent 17.285 acre tract and the southeast corner of this tract; THENCE,North 610 32' 04"West,along the common southerly boundary line of the parent 17.285 acre tract and southerly boundary of this tract and northerly boundary of a 5.88 acre tract of land belonging to Exxon Pipeline Company out of Lot 25 Section 48 of the Flour Bluff and Encinal Farm and Garden Tracts as recorded in Volume A,Pages 41-43 of the Map Records of Nueces County,Texas,a distance of 196.00 feet to a 5/8 inch iron rod set in said boundary line,said point also being the southwest corner of this tract; THENCE, North 28'33'27"East,along the westerly boundary of this tract,a distance of 110.00 feet to a 5/8 inch iron rod set for an interior corner of this tract; Page 1 of 2 THENCE,North 61,32'04"West,along the westerly boundary of this tract,a distance of 25.00 feet to a 5/8 inch iron rod set for an exterior corner of this tract; THENCE,North 280 33'27"East,along the westerly boundary of this tract,a distance of 987.11 feet to a 5/8 inch iron rod set for the northwest corner of this tract; THENCE,South 61°14'35"East,along the northerly boundary of this tract,a distance of 46.00 feet to the POINT OF BEGINNING,and containing 5.510 acres of land,more or less. Notes: 1.) Bearings are based on Global Positioning System NAD 83 Zone 4205 Datum 2.) A map of equal date accompanies this Metes and Bounds description. 1,Fred C.Hayden,Jr.,do hereby certify that this survey of the property legally described herein was made on the ground this day of -T -t 2024, and is correct to the best of my knowledge and belief. 5� s?Err�,y Ff2Ef?C_HAYDEN.�k• A 4486 C c9nr-ess�o??�iJQ Fred C.Hayden,Jr., RPLS No.4486 Page 2 of 2 avden DATE: 06/24/24 urveying,Inc. go WLTA IN. 4i1-6l5TGgF0 CORPoAS CHRISTI.TEXAS 7S412 , P14 361-728-71M rZ x.TIc umu�dea.Ix m mffes:xwNl aPIwI1N,smear sTw]es 1a.FRC'D C.HAYflEP1_A,� IINT Tens sumaY PUT mRurl xs Iwue Awo clxnecr Pim INIs . rrrrNsn fINP AP PLfUIL d M amwa Sumer ulom Pr ml¢Txnw: - n 4486 . �vu'�i wPTiemsuP:•�v PUT:�am wuNwrrc mnPcsrs ear fr�`0 SfJAv=��0 9 94 I 7 ixlc iRVP'fL•FIOS Nm a4uL�µlswr a ralm IPa i�wn IPIm APPt¢ • _ M..IES m NSSN ANE R611 M PACPEA'fY LM]a M sosawaT. iais Tlm um�Nul mxn m mefn 6 roc 4'5"E p m FAsflelT C65EARtl1 NNS RCd PENGBEO aY IwTWI Wes. e i sir�a'F ILL NB CdSFMRS SIGN W TIOS SIIiVCI IMId .....a. m M RECOm RRT. ci [U[LOINa 1TY11(LINES IPE AS IwaIGTm W RCCW RAT. .emu© a "�' M SIImEY SHOIM HOSOI M1S.M1�wd M 941Na WSIEP "` m SIIPFPVEIOI YISSfiE demAdlwt9NNn FXSfltMS - ®ISmEPANEIES,PMR6IL%.IF Am,Ali SNON NFIEd, �,®r�ia aun. TK PROPERTY ABIPR A Plm]C R.d r 0 C9 REAR�,;ITY DRIVE S4 S e. la. In �, n JS:S 1a4i a W ry 3 WBm.Nwn wx. N 1nR2'35Nra'�'e7.� 0l,•B0a0•4'aa4 4wY mm „ N � OEXXON PIPEUNE C. to ES EXHIBIT B-2 SURVEY OF WALDRON ESTATES TRACT 2 BEING 5.510 ACRES OUT OF A TOTAL OF 17,285 ACRES OUT OF LOT 24, SECTION 48, FLOUR BLUFF AND ENCINAL FARM AND GARDEN TRACTS V. A, PG. 41-43 MAP RECORDS OF NUECES COUNTY, TEXAS DATE: 00/24/2024 1 SCALE: 1 =200' (B) Existing Zoning and Notice Area Map R E2 3 R S-4.5 45 40 �Rg7yQM 14 44° 39 Rp C G-2 38 37 % 1 <` 36 W 43 4 42 6 R S-g zz 33 PROPERTY C G-2 -,v 3 5 �p�'r 41 r 31 47 �` 1718 6 R.M, 1 1 1f 27 CG-2 $ 9 48 1 1f, li 4 % 13 A, r F IH 12 Rv w RMH CASE: ZN8359 Zoning and notice Areal' s RM-1 Multi€amilyI IL Light Industrial RM-2 Multi€amity 2 IH Heavy Industrial RM-3 Muhifamily 3 PUO Planned Unit D.,Oaerlay ON Professional Office RS-10 Single-Femiy 10 RM-AT Muhifamily AT R" Single-Family 6 CNA Neighborhood Commercial R54.5 Single-Fa-y 4.5 CN-2 Neighharhnod C—naereiel R5-TF Two-Family CR-1 Resort Commercial RS-15 Single-Femiy 15 CR-2 R._"Commercial RE Residential Estate CG-1 General Commercial RS-TH Townhouse CG-2 General Commercial SP Special Permit Cl Intensive Commercial RV Reerealinnal Whiele Park CBO Downtown Commercial RMH Manufactured Home CR-3 R...N Commercial /--- FR Ferm Rural / H Historic Overlay $(/$fE(�`r BP Business Park ISIIIW PROPERTY S111_h 20 1 0 PmpedY -117 r!r1bufrer O in awr wo•eafa y 0�nners City of Esri,HERE a LOCATION MAP ttached.—hyi ble Xin op. fbi L_olpuH Ch I-ISLI Zoning Case ZN8359 Horizon Land Properties, LLC District 4 g Rezonin for a property at or near •�- �..• 601 Graham Road �tignRo "` From the "RM-1" Multifamily District To the "RS-4.5"Single-Family District and the "CG-2" General Commercial District 3UBJEC F UPI r � �.t SUBJECT f PROPERTY � c e Corpus LOCATION MAP hrist eCSSMs, .. • z� City Council August 7, 2024 Zoning and Land Use Proposed Use: To allow a residential subdivision and a commercial development. i f/ E ADP (Area Development Plan): RS-4.5 03-01-1983 Flour Bluff, Adopted on June 22, 2021 05-18-2015 G-z J03-01-1983 FLUM (Future Land Use Map): f CH- Medium-Density Residential 8 f/ 09-19-1994 f" RYS-5 suspFc; Existing Zoning District: r r PROPER.TV C G-z �i "RM-1" Multifamily 10-25-2004 j� Adjacent Land Uses: -z North: Low-Density Residential, Vacant, Public/Semi-Public; .G 09-07-2015 Zoned: RS-6, RE 10-25-2004 South: Vacant, Manufactured Home, Public/Semi-Public; f,l Zoned: RM-1, RV IH RV 03-01-1983 East: Public/Semi-Public, Transportation, Commercial, Vacant; t RMH Zoned: RE, CG-2 03-24-1986 05-16-1972 West: Low-Density Residential; Zoned: RS-6, RM-1 Public Notification 48 Notices mailed inside the 200' buffer 4 Notices mailed outside the 200' buffer 2 3 RS-4.5 40 14 39 CG-2 38 Notification Area 37 36 1 8 43 Opposed: 0 (0.00%) 342 suegecr Separate Opposed Owners: (0) S_6 2. 3 4 PROPERTY c _2 3 8 x 41 28 1 4 28 In Favor: 1 (1.69%) f 27 R,M , b CG-2 z 9 48 0 4 13 ,H N 12 *Notified property owner's land in SQF/Total SQF of all properties in the notification area=Percentage of public in opposition and/or favor. HR""' Staff Analysis and Recommendation • The proposed rezoning is consistent with broader elements and goals of the comprehensive plan; however, is inconsistent with the future land use designation of Medium-Density Residential along Waldon Road. • The request to amend the subject property to accommodate residential subdivision and commercial developments is compatible with the present zoning and conforming uses of the nearby property. The commercial area will be separated by a right-of-way from the residential subdivision. • The subject property is suitable for uses permitted by the zoning district that would be applied by the proposed amendment. PLANNING COMMISSION & STAFF RECOMMEND APPROVAL. y . R9y4 r , . t ; SUBJECT a. q r SI f f oSSoM , CASE: ZN8359 N WE Aerial View s ® Subject Property 6W +. SUBJECT PROPERTY City of Esri, HERE Corpos LOCATION MAP Christi se 0 0 PH P AGENDA MEMORANDUM NCORPO0.1¢ First Reading Ordinance for the City Council Meeting September 17, 2024 ss52 Second Reading Ordinance for the City Council Meeting October 15, 2024 DATE: May 30, 2024 TO: Peter Zanoni, City Manager FROM: Elsy Borgstedte, Assistant Director, Office of Economic Development Elsyb@cctexas.com 361.826.3682 Art Community Center of Corpus Christi, Inc. Lease Agreement No. 1 CAPTION: Ordinance amending the lease with the Art Community Center of Corpus Christi, Inc. (Art Center) to expand the current premises from Cooper's Alley to Lomax Street, for construction of new facilities and capital projects with costs of the project to be borne solely by the Art Center, including maintenance of the parking lots, landscaping, and new facilities to the Art Center, including maintenance of the parking lots, landscaping, and new facilities to the Art Center; and providing for severance, publication, and an effective date. (6 votes required) SUMMARY: The purpose of this item is to extend the leased premises for use and operation of the Art Center, within the existing 20-year lease term. The current tenant is requesting the additional land to do a capital campaign to construct additional facilities. The capital project is estimated at$12 million in private investment to construct additional facilities approximately 17,000 square feet to the north of the existing building for Creative Labs to provide youth and adult art studios and new clay studios. BACKGROUND AND FINDINGS: In 1941, the U.S. government built a facility to be used as a recreation center for service men and women and turned over to the USO in 1947 for the American Legion to provide services to veterans. In 1958, the property was sold to the county to be used as the Tax Office. The city purchased the property in 1977 and used it as the City Hall Annex. On August 23, 1988, City Council approved a 20-year lease agreement with Art Community Center of Corpus Christi, Inc., a non-profit corporation to pay for the renovations and update the building with private funds. In 1991, the renovated building was opened to the public. On August 24, 1999, City Council approved Amendment No. 1 to the Lease. The original lease included a program of restoration and renovation for the rehabilitative use of the facility as an art center for use by local and visiting artists. Amendment No. 1 authorized renovation of the existing building, construction of an additional building, expanded the premises, and extended the term to October 24, 2019. On December 10, 2019, the City Council approved a new 20-year lease agreement for the premises to continue to be used for the Art Center's administrative headquarters and offices, information center and workrooms for local and visiting artists, meeting rooms for non-profit organizations, gift shop, lunchroom, fund raising events, special events, art fairs, fair markets, auctions, workshops, lectures, and art classes. The proposed Lease Agreement Amendment No. 1 is to extend the current leased premises from Cooper's Alley to Lomax Street within the existing 20-year lease term to construct additional facilities that will provide art and clay studios for youth and adult educational classes, with the costs of the project to be borne solely by the Art Center. The amendment also includes capital improvements timeline, and turning over the maintenance of the parking lots, landscaping, and new facilities to the Art Center at the start of the new facilities construction. ALTERNATIVES: City Council may opt to make changes or not authorize the lease amendment. FISCAL IMPACT: The Art Center does not pay rent for use of the leased premises. They are, however, responsible for maintenance and repair of the leased premises. The City is currently responsible for providing the following utilities services: water, wastewater, and gas, regular garbage collection and disposal, grounds maintenance, and property insurance. The current lease agreement provides that the City is also responsible for anything beyond repair and maintenance to the extent of property insurance provided and including maintaining in good order the exterior painting of the current building and the parking lots. The proposed amendment provides for the Art Center to take over the exterior maintenance for the parking lots, grounds and landscaping maintenance, and the maintenance of the facilities to include potential new improvements at the start of the construction and through the remainder of the lease term. Funding Detail: Garbage Collection Landscaping Property Insurance & Disposal Premium Fund: 1020 1020 5611 Organization/Activity: 12910 12915 40520 Mission Element: 141 141 141 Project # CIP Only): Account: 530090 530225 537420 RECOMMENDATION: Staff recommends approval of Lease Agreement Amendment No. 1 with the Art Community Center of Corpus Christi, Inc. LIST OF SUPPORTING DOCUMENTS: Ordinance Lease Agreement Presentation Ordinance amending the lease with the Art Community Center of Corpus Christi, Inc. (Art Center) to expand the current premises from Cooper's Alley to Lomax Street, for construction of new facilities and capital projects with costs of the project to be borne solely by the Art Center, including maintenance of the parking lots,landscaping, and new facilities to the Art Center, including maintenance of the parking lots, landscaping, and new facilities to the Art Center; and providing for severance, publication, and an effective date. BE IT ORDAINED BY THE CITY COUNCIL FOR THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to execute Amendment No. 1 to the Lease with the Art Community Center of Corpus Christi, Inc. (Art Center), which expands the current premises from Cooper's Alley to Lomax Street(formerly William Street), for construction of new facilities and capital projects with costs of the project to be borne solely by the Art Center, and turns over maintenance of the parking lots, landscaping, and new facilities to the Art Center once construction begins on the capital projects. An executed copy of Amendment No. 1 will be placed on file with the City Secretary's office. SECTION 2. If for any reason, any section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance is held invalid or unconstitutional by final judgment of a court, it may not affect any other section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance be given full force and effect for its purpose. SECTION 3. Publication of this ordinance must be made in the official publication for the City of Corpus Christi as required by the City Charter. SECTION 4. This ordinance is effective on and after the 61st day passage. Introduced and voted on the day of , 2024. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary AMENDMENT NO. 1 TO LEASE AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI AND THE ART COMMUNITY CENTER OF CORPUS CHRISTI, INC. WHEREAS, the City of Corpus Christi ("City"), a Texas home-rule municipal corporation, and the Art Community Center of Corpus Christi, Inc. ("Art Center"), a Texas non-profit organization, entered into a 20-year lease, adopted by Ordinance Number 031941 on December 10, 2019; WHEREAS, the Art Center has approached the City about expanding its current lease and presenting a capital improvement and expansion of the Art Center; and WHEREAS, the expansions, improvements, capital improvements, and maintenance will add to the attractions available for citizens and tourists and add to the beauty of the Bayfront. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1) This Amendment No. 1 amends the Lease Agreement between the City and the Art Center regarding the lease generally described in the recitals above. 2) It is the intent of the parties to expand the current footprint of the property leased to the Art Center to include the area from the parking lot to Lomax Street. The Leased Premises are amended to read as follows: "An area bounded on the south side by the North curb line of Cooper's Alley, the west side by the east curb line of Shoreline Drive, the north side by south curb line of Lomax Street (formerly William Street), and the west curb line of the old northbound Shoreline Drive right-of-way." 3) Lease is amended to add the following section: "2.1 Construction. (a) City grants the Art Center during the term of this Lease the use of the Leased Premises for construction and expansion of the current facilities on the Leased Premises. (b) Construction under this section means relocating parking lot(s), renovations to current buildings, and any and all new construction projects under Phase 1 of a long-range plan. (c) Prior to commencing any construction, the supervising architect shall submit the construction plans to the City Manager or designee for approval and such approval shall be required for the issuance of any and all building permits required by the City. Those plans shall be submitted for final City approval to the City Manager or designee 1 within 24 months of the date the Capital Improvement Plan is approved by Council, under the Section 2 of the Lease Agreement. (d) Construction must begin within 9 months of final approval by City Manager or designee. (e) Construction must be completed within 18 months of commencement of construction, unless an extension is granted prior to the expiration of 18 months. Any request for an extension under this paragraph must be made in writing and approved by signature of the City Manager or designee. (f) The Art Center may not close off any part of the Leased Premises by fencing or any other materials, limiting public access to any part of the Leased Premises, until such time as construction begins. The Art Center will make all effort to keep as much of the Leased Premises open and accessible to the public at all times. (g) The Art Center shall require any and all contractors who are awarded contracts for construction to further all payment bonds and/or performance bonds as required by law and provide proof of such compliance before any construction commences. (h) The Art Center shall include in all Art Center construction agreements the following provision: Contractor does hereby agree to waive all claims, release, indemnify, defend, and hold harmless CITY and all of its officials, officers, agents, and employees, in both their public and private capacities, from and against any and all liability, claims, losses, damages, suits, demands, or causes of action including all expenses of litigation and/or settlement, court costs, and attorney fees which may arise by reason of injury to or death of any person or for loss of, damage to, or loss of use of any property occasioned by error, omission, or negligent act of Contractor, its officers, agents, employees, subcontractors, invitees, or any other person, arising out of or in connection with the performance of this agreement, and Contractor shall at his or her own cost and expense defend and protect the City of Corpus Christi from any and all such claims and demands. (i) The Art Center shall also require the contractors in all Art Center construction agreements to furnish insurance in such amounts as specified by the City's Risk Manager and Certificate of Insurance shall be provided to the City before any construction commences. 2 U) The Art Center agrees that all work to be performed by it or its contractors, including all workmanship and materials, shall be of first-class quality and shall be performed in full compliance and in accordance with all federal, state, and local laws, ordinances, codes, and regulations and such work shall be subject to City inspection during the performance thereof and after it is completed. (k) The Art Center shall discharge all obligations to contractors, subcontractors, materialmen, workmen, and/or other persons for all work performed and for materials furnished for or on account of the Art Center as such obligations mature. The Art Center expressly agrees that it will neither give nor grant, nor purport to give or grant any mechanic's or materialmen's lien upon the City's property or upon any Art Center construction and improvements thereupon in the process of construction or repair, nor allow any condition to exist or situation to develop whereby any party should be entitled, as a matter of law, to a mechanic's or materialmen's lien against the City's property or construction and improvements thereon, and the Art Center will discharge any such lien within 30 days after notice of filing thereof. (1) Before any work on City property begins, the Art Center shall present the City Manager or designee with evidence of contractors' insurance coverages and City building and construction permits." 4) Lease is amended to add the following section: "2.2. Default under 2.1. (a) In the event that the Art Center fails to meet the construction requirements under Amendment No. 1, 2(A), the Leased Premises will revert to the original lease provisions, and the area bounded from 15 feet north of what was formerly the north curb line of John Sartain Street (formerly known as Laguna Street) to the north side by south curb line of Lomax Street (formerly William Street) will revert back to the City without any further amendment. 5) Lease is amended to add the following section: "2.3 Costs of Construction. Unless otherwise agreed in writing by the City Manager, the complete cost of developing all necessary plans and specifications, as provided in this Amendment (Lease), and the cost of construction of the construction and improvements at the Art Center shall be borne solely by the Art Center and be at no expense to City. The Art Center shall pay all taxes, special assessments, or levies, if any, assessed during the term against or relating to the Art Center construction and/or improvements City's property, including ad valorem taxes pursuant to the 3 Texas Property Tax Code, until such time as ownership of such is transferred to the City." 6) Lease is amended to add the following section: "2.4 Ownership of Art Center Improvements. All alterations and Art Center improvements on or in City's property at the commencement of the term, or those that may be installed or erected during the term, shall revert to the City and shall become part of City's property upon completion and acceptance by the City Manager, no later than the end of the lease agreement and any amendments thereto. Any warranties given to the Art Center regarding construction and/or improvements, or any part thereof, shall be transferred and assigned to City at the same time as the Art Center Improvements are accepted by the City." 7) Lease is amended to add the following section: "2.5 Maintenance of Art Center Improvements. Upon completion of construction and/or improvements, the Art Center, at its sole expense, shall perform maintenance and repair to the Leased Premises, including landscaping, and repairs and maintenance of the HVAC system(s), and roof(s), buildings, parking, and grounds, and they shall be kept in good condition and attractive appearance. The City shall be responsible for utilities such as water, wastewater, gas, and garbage collection and disposal." 8) Lease is amended to add Paragraph 3(b) to read as follows: "(b) The Art Center shall be responsible for all maintenance and repairs on any and all new facilities and/or buildings once construction begins on the Leased Premises and through the term of this Lease. The Art Center shall take over maintenance and repair of all parking lots and shall take over all landscaping duties once construction begins on the Leased Premises and through the term of this Lease. The City will continue maintenance and repair on the exterior paint of the existing building." 9) Lease is amended to add the following section: "20. The City shall have the right to use the premises or any part thereof rent- free for meetings, seminars, training classes, or other non-commercial uses, provided that City shall promptly reimburse the Art Center, for any 4 out-of-pocket expenses incurred by Art Center (such as the cost of set-up and take-down personnel and other expenses) in connection with such use. Such non-commercial use of the premises by City shall not compete with or conflict with the dates previously booked by the Art Center for paying events booked in advance upon reasonable notice to Art Center. Upon request of City, the Art Center shall provide a list of available dates for the City's use of the Art Center. 10) All other terms and conditions of the previously executed Lease between the parties which are not inconsistent herewith shall continue in full force and effect. Signatures on next page. 5 EXECUTED this day of 12024 , by the authorized representative of the parties. City of Corpus Christi By: Name- Title- Date- Art Community Center of Corpus Christi, Inc. By: Name- Title- Date- Approved as to Legal Form on _ of Adelita Cavada, Assistant City Attorney Attorney for the City Attorney City of Corpus Christi 6 Lease Agreement Amendment No. 1 with Art Community Center of Corpus Christi, Inc. (Art Center) City Council Meeting September 17, 2024 I Background • 1941 U.S. built facility used for service men and women recreation center • 1947 Facility turned over to the USO • 1958 Facility sold to county and used as tax office • 1977 Facility sold to city and used as City Hall Annex • 1988 City Council approved 20 year lease agreement for Art Community Center with private investment to pay for renovation and improvements • 1999 City Council approved amendment to extend the term for 20 years and non-exclusive use of the land to Lomax St. • 2001 the Art Center underwent renovations • 2019 City Council approved new 20 year lease agreement with a requirement to develop a Capital Improvement Program within 5 years O&3 _ Proposed Amendment • The Art Community Center of Corpus Christi (Art Center) has requested to use additional land to start capital fundraising campaign for Capital Improvement Program. • The amendment will add 42,619 square feet of land to the existing 81 ,731 square feet of leased land for a total of approximately 124,350 square feet of land, that will extend the leased premises from Cooper Alley to Lomax St. within the existing 20-year lease term. • The additional land will allow for potential construction of new facility, with the cost of construction borne solely by the Art Center, to create new studios for youth and adult classes. The private investment is estimated at approximately $12 million. O&3 _ Proposed Amendment • Adding milestones for capital projects. - Must submit Capital Improvement Plan in 2025 for City Council approval. - Must submit construction plans to City for review and approval within 24 months of Capital Improvement Plan approval. - Start construction within 9 months after plans are approved. - Completion of construction within 18 months. • Failure to meet milestones will revert the agreement to the original lease provisions. • Adding for the City to have the right to use the premises rent free for meetings, seminars, training classes, or other non-commercial uses. I Maintenance City's responsibility • Maintains utility services for water, wastewater, gas, trash services. • Maintains the exterior painting for the existing building. • Maintains property insurance on the buildings and improvements. Art Center's responsibility • Turning over maintenance and repairs of the premises, to include all parking lots and landscaping, at start of construction • HVAC maintenance and repairs • Building maintenance • Exterior and interior must be kept in good condition and appearance Location r Current • • Leased Premises , - 1.88 acres/81,731 sqft r' L' T • "� ,. 6 CHALLENGES WITH CURRENT SPACE : KUCERA CLAY GALLERY STUDIO MCDOW ELL STUDIO EXHIBITS MEADOWS LOCKET GALLERY - - GALLERY MEMBERS EDUCATION GALLERY PRIVATE EVENTS - COMMUNITY EVENTS C O URT°AYR D COMMUNITY GALLERY Preliminary Capital Improvement Plan • Construction of a new 17,000 square feet facility • Investment of approximately $12 million from private funding and additional funding through state and federal grants opportunities. • Costs of project to be borne solely by the Art Center. aows ors+ r l/ � l /�� a sort'\a �� _• ___ 1 8 SAFE SPACE DEDICATED EQUIPMENT r e lie CREATIVE MAKERSPACE INNOVATION 1 T' - 14 AP 'P!k . Extending Art Center Activities DEPARTMENT CURRENT EXPANSION NEW CAPACITY CAPACITY ART STUDENTS 913 NURTURED ARTISTS 0'. 981 COMMUNITY �, . . ORGANIZATION'S ATTENDEES IOP3 - Recommendation Staff recommends approval of Lease Agreement Amendment No. 1 with the Art Community Center of Corpus Christi, Inc., for additional land to expand the leased premises from Cooper's Alley to Lomax Street. SC 0 U NOflPOflAT E� xss AGENDA MEMORANDUM Action Item for the City Council Meeting of October 15, 2024 DATE: October 15, 2024 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P.E., Director of Engineering Services a effreye(a-)cctexas.com (361) 826-3851 Nicholas Winkelmann, P.E., Director of Water Systems and Support Services nickw(a)cctexas.com (361) 826-1796 Josh Chronley, CTCD, Assistant Director of Finance & Procurement 0oshc2(u-)-cctexas.com (361) 826-3169 Construction Contract Award Citywide Wastewater Indefinite Delivery Indefinite Quantity (IDIQ) FY2024 Project No. 24082 CAPTION: Motion awarding a construction contract to PM Construction & Rehab, LLC, Pasadena, Texas, for Citywide Wastewater Indefinite Delivery Indefinite Quantity (IDIQ) FY2024 project in an amount up to $9,000,000.00 for a one-year term, with two one-year renewal options to be administratively authorized for a total amount not to exceed $27,000,000.00, located Citywide, with FY 2025 funding available from the Wastewater Capital Fund. SUMMARY: This motion awards a construction contract for the Citywide Wastewater IDIQ FY2024 project. The project is an IDIQ construction contract to complete wastewater collection system infrastructure construction at various locations throughout the City. This contract is one mechanism utilized to meet the City's Consent Decree Obligations. BACKGROUND AND FINDINGS: The project is an IDIQ construction contract to complete wastewater infrastructure construction throughout the city. The work will be issued by the City in multiple indefinite quantity individual work orders called "Delivery Orders" (DO) that provide specific scope and requirements in accordance with the plans, specifications, and contract documents. The delivery orders are planned, designed, and prepared by the Corpus Christi Water (CCW) Engineering team using established line items for pricing. Only relevant line items will be utilized for each delivery order. The final quantities for each of the line items will differ due to the various projects. The contract and construction are managed and inspected by the Engineering Services Department. This is a "not to exceed" contract and may only issue Delivery Orders up to the contract ceiling. The scope of work includes rehabilitation, replacement, and point repairs of gravity wastewater collection system lines, manholes/structures, service laterals, and force mains using open-cut trenching and pipe bursting. The Work involves dewatering through well pointing, control of wastewater flow through bypass pumping, cleaning, and televised inspections, and site restoration to pre-existing or better conditions. Work also includes emergency response Delivery Orders that require Contractor to always have management personnel and crews available and on-call during the Contract to provide emergency response services. The contract requires personnel to be at the project site within three (3) hours of notification of an emergency. The contract will have an initial one-year term, with the option to renew for two additional one- year periods administratively, in an amount up to $9,000,000.00, for a total amount not to exceed $27,000,000.00. The determination to exercise renewal options will be based on the Contractor's successful performance for the work on the DO's. Each Delivery Order shall be treated as an individual contract and be completed within the stipulated substantial completion days in each DO document. PROJECT TIMELINE: July - October November - November Bid/ Construction Award Project schedule reflects City Council award in October 2024 with anticipated completion in September 2025. COMPETITIVE SOLICITATION PROCESS On June 29, 2024, the Contracts and Procurement Department issued a Request for Bids with the RFB number 6004 for the Citywide Wastewater Indefinite Delivery Indefinite Quantity (IDIQ) FY2024. On August 28, 2024, The City of Corpus Christi received bids from two bidders. The city analyzed the bids in accordance with the contract documents and determined PM Construction & Rehab, 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: A summary of the bids is provided below: BID SUMMARY CONTRACTOR BASE BID PM Construction & Rehab, LLC $17,226,440.00 National Power Rodding Corp. $18,248,328.25 Engineer's Opinion of Probable Construction Cost* $18,000,000.00 *OPCC based on quantities for two years. PM Construction & Rehab, LLC has successfully completed numerous projects with the City, including Navy Base 12" Diameter Pipe Bursting, Strasbourg Drive Wastewater Repairs, and Wildcat Drive Wastewater Repairs. PM Construction & Rehab, LLC has also completed twelve (12) wastewater IDIQ projects since 2017. ALTERNATIVES: City Council could choose not to award the construction contract to PM Construction & Rehab, LLC. This would delay repairs to the wastewater infrastructure system, causing more costly repairs to the infrastructure and property and increasing the risk of wastewater system overflows. FISCAL IMPACT: The fiscal impact for FY 2025 is an amount of $9,000,000.00 with funding available from the Wastewater Capital Fund. FUNDING DETAIL: Fund: WWWCP RR 032950 2023 (Fund 4260) Mission Elem: Wastewater Collection System (46) Project: Citywide Wastewater IDIQ FY2023 (Project No. 24082) Account: Construction Contract (550910) Activity: 24082-4260-EXP Amount: $9,000,000.00 RECOMMENDATION: Staff recommends awarding the construction contract for the Citywide Wastewater IDIQ FY2024 project to PM Construction & Rehab, LLC, in the amount of $9,000,000.00. The construction duration is planned for 12 months from the issuance of the Notice to Proceed to begin construction in November 2024 with completion in November 2025. LIST OF SUPPORTING DOCUMENTS: Agenda Memo Bid Tabs CIP Page Location and Vicinity Maps PowerPoint Presentation COF TABLUATION OF BIDS ENGINEERING SERVICES-CITY OF CORPUS CHRISTI,TEXAS TABULATED BY:CORPUS CHRISTI WATER RFB 6004 ENGINEER'S ESTIMATE:$18,000,000.00 BID DATE:August 28,2024 COMPLETION:730 Cal Days PM Construction 8 Rehab,LLC National Power Rodding Corp RFB 6004 Citywide Wastewater]DID FY2024,Project No.24082 131 N.Richey St. 9810 FM 969 RFB 6004 Pasadena,TX 77506 Austin,TX 78724 P'.(281)292-6758 P:(512)928-1420 ITEM DESCRIPTION UNIT ESTIMATED UNIT PRICE EXTENDED AMOUNT UNIT PRICE I EXTENDED-CUNT QUANTITY PART A-GENERAL At MOBILIZATION(MAX.5%) LS 2 $ 370,000.00 $ 740,000.00 $ 458,500.00 $ 917,000.00 A2 BONDS AND INSURANCE(2%MAX.ALLOWANCE) AL 2 $ 167,000.00 $ 334,000.00 $ 46,000.00 S 92,000.00 A3 STORMWATER POLLUTION PREVENTION PLAN LS 2 $ 3,350.00 $ 6,700.00 $ 5,000.00 S 10,000.00 SUBTOTAL PART A-GENERAL$ 1,080,700.00 $ 1,019,000.00 PART WW-WASTEWATER IMPROVEMENTS WW001 UTILITY LOCATION BY HYDROEXCAVATING(0'-17DEPTH) EA 5 $ 4,165.00 $ 20,825.00 $ 5,000.00 $ 25,000.00 WW002 UTILITY LOCATION BY HYDROEXCAVATING(>12'DEPTH) EA 5 $ 4,165.00 $ 20,825.00 $ 6,500.00 $ 32,500.00 WWO03 POINT REPAIR<8"PVC DR 18 WW GRAVITY LINE(0'-12'DEPTH) EA 5 $ 21,930.00 $ 109,650.00 $ 13,462.27 $ 67,311.35 WW004 POINT REPAIR<8"PVC DR 18 WW GRAVITY LINE(>12'DEPTH) EA 5 $ 27,675.00 $ 138,375.00 $ 28,489.23 $ 142,446.15 WWO05 POINT REPAIR I0"PVC DR 18 WW GRAVITY LINE(0'-12'DEPTH) EA 3 $ 21,925.00 $ 65,775.00 $ 13,924.09 $ 41,772.27 WWO06 POINT REPAIR 10"PVC DR 18 WW GRAVITY LINE(>12'DEPTH) EA 3 $ 27,675.00 $ 83,025.00 $ 29,030.05 $ 87,090A5 WW007 POINTREPAIR 2"PVC DR 18WW GRAVITY LINE Dr-12'DEPTH) EA 3 $ 21,925.00 $ 65,775.00 $ 14,399.48 $ 43,198.44 WWOOB POINT REPAIR I2"PVC DR 18 WW GRAVITY LINE(>12'DEPTH) EA 3 $ 27,675.00 $ 83,025.00 $ 29,884.93 $ 89,654.79 WW009 POINT REPAIR IS'PVC DR 18 WW GRAVITY LINE(0'-12'DEPTH) EA 1 $ 21,925.00 $ 21,925.00 $ 19,933.51 $ 19,933.51 WW010 POINT REPAIR 15'PVC DR 18WW GRAVITY LINE(>12'DEPTH) EA 3 $ 27,675.00 $ 83,025.00 $ 35,054.71 $ 105,164.13 WW011 POINT REPAIR 18"PVC DR 18 WW GRAVITY LINE(0'-12'DEPTH) EA 1 $ 21,925.00 $ 21,925.00 $ 23,135.33 $ 23,135.33 WW012 POINT REPAIR 18"PVC DR 18 WW GRAVITY LINE(>12'DEPTH) EA 3 $ 27,675.00 $ 83,025.00 $ 39,336.11 $ 118,008.33 WW013 POINT REPAIR 24"PVC DR 18 WW GRAVITY LINE(0'-12T DEPTH) EA 1 $ 21,925.00 $ 21,925.00 $ 26,346S7 $ 26,346.97 WW014 POINT REPAIR 24"PVC DR 18 WW GRAVITY LINE(>12'DEPTH) EA 3 $ 27,675.00 $ 83,025.00 $ 43,260.53 $ 129,781.59 WW015 POINT REPAIR 30"PVC DR 18 WW GRAVITY LINE(O'-17 DEPTH) EA 1 $ 22,585.00 $ 22,585.00 $ 36,318.58 $ 36,318.58 WW016 POINT REPAIR 30"PVC DR 18 WW GRAVITY LINE(>12'DEPTH) EA 1 $ 28,805.00 $ 28,805.00 $ 65,444.70 $ 65,444.70 WW017 POINT REPAIR 36"PVC DR 21 WW GRAVITY LINE(U'-12'DEPTH) EA 1 $ 22,585.00 $ 22,585.00 $ 38,532.30 $ 38,532.30 WW018 POINT REPAIR 36"PVC DR 21 WW GRAVITY LINE(>12'DEPTH) EA 1 $ 28,805.00 $ 28,805.00 $ 67,888.22 $ 67,888.22 WWO19 EXTRA LENGTH POINT REPAIR<8"PVC DR 18 WW GRAVITY LINE('-12'DEPTH)(OVER 15'LENGTH) LF 20 $ 1,565.00 $ 31,300.00 $ 367.35 $ 7,347.00 WWO20 EXTRA LENGTH POINT REPAIR<8"PVC DR 18 WW GRAVITY LINE(>12'DEPTH)(OVER 16 LENGTH) LF 20 $ 1,960.00 $ 39,200.00 $ 473.56 $ 9,471.20 W W021 EXTRA LENGTH POINT REPAIR 10"PVC DR 18 WW GRAVITY LINE(O'-12'DEPTH)(OVER 16 LENGTH) LF 15 $ 1,565.00 $ 23,475.00 $ 383.70 $ 5,755.50 W WO22 EXTRA LENGTH POINT REPAIR 10"PVC DR 18 WW GRAVITY LINE(>12'DEPTH)(OVER 15'LENGTH) LF 10 $ 1,975.00 $ 19,750.00 $ 493.87 $ 4,938.70 W W023 EXTRA LENGTH POINT REPAIR 12"PVC DR 18 WW GRAVITY LINE('-12'DEPTH)(OVER 15'LENGTH) LF 5 $ 1,565.00 $ 7,825.00 $ 405.25 $ 2,026.25 W W024 EXTRA LENGTH POINT REPAIR 12"PVC DR 18 WW GRAVITY LINE(>12'DEPTH)(OVER 15'LENGTH) LF 5 $ 1,975.00 $ 9,875.00 $ 535.45 $ 2,677.25 Page 1 of 6 PM Construction&Rehab,LLC National Power Rodding Corp. RFB 6004 Citywide Wastewater ICIQ FY2024,Project No.24082 131 N.Richey St. 9810 FM 969 RFB 6004 Pasadena,TX 77506 Austin,TX 78724 P:(281)292-6758 P:(512)928-1420 ITEM DESCRIPTION UNIT ESUANTITyTIMATED UNIT PRICE EXTENDED AMOUNT UNIT PRICE EXTENDED AMOUNT W W025 EXTRA LENGTH POINT REPAIR 15"PVC DR 18 W W GRAVITY LINE(0'-12'DEPTH)(OVER 16 LENGTH) LF 5 $ 1,565.00 $ 7,825.00 $ 435.90 $ 2,179.50 W W026 EXTRA LENGTH POINT REPAIR 15"PVC DR 18 WW GRAVITY LINE(>12'DEPTH)(OVER 15'LENGTH) LF 5 $ 1,975.00 $ 9,875.00 $ 547.92 $ 2,739.60 W W027 EXTRA LENGTH POINT REPAIR 18"PVC DR 18 WW GRAVITY LIN(0'-12'DEPTH)(OVER 15'LENGTH) LF 3 $ 1,565.00 $ 4,695.00 $ 471.78 $ 1,415.34 W W028 EXTRA LENGTH POINT REPAIR 18"PVC DR 18 WW GRAVITY LINE(>12'DEPTH)(OVER 16 LENGTH) LF 3 $ 1,975.00 $ 5,925.00 $ 600.59 $ 1,801.77 WW029 EXTRA LENGTH POINT REPAIR 24"PVC DR 18 WW GRAVITY LINE(O'-12'DEPTH)(OVER 16 LENGTH) LF 3 $ 1,920.00 $ 5,760.00 $ 570.05 $ 1,710.15 WW030 EXTRA LENGTH POINT REPAIR 24"PVC DR 18 WW GRAVITY LINE(>12'DEPTH)(OVER 16 LENGTH) LF 1 $ 2,480.00 $ 2,480.00 $ 730.87 $ 730.87 WW031 EXTRA LENGTH POINT REPAIR 311"PVC DR 18 WW GRAVITY LINE(0'-12'DEPTH)(OVER 15'LENGTH) LF 1 $ 1,755.00 $ 1,755.00 $ 726.65 $ 726.65 W W032 EXTRA LENGTH POINT REPAIR 30"PVC DR 18 W W GRAVITY LINE(>12'DEPTH)(OVER 16 LENGTH) LF 1 $ 2,480.00 $ 2,480.00 $ 875.02 $ 875.02 WW033 EXTRA LENGTH POINT REPAIR 36"PVC DR 21 WW GRAVITY LINE(Y-12'DEPTH)(OVER IS LENGTH) LF 1 $ 1,755.00 $ 1,755.00 $ 891.86 $ 891.86 WW034 EXTRA LENGTH POINT REPAIR 36"PVC DR 21 WW GRAVITY LINE(>12'DEPTH)(OVER 16 LENGTH) LF 1 $ 2,485.00 $ 2,485.00 $ 1,044.11 $ 1,044.11 WW035 POINT REPAIR<12"DR 18 WW FORCE MAIN(0'-12'DEPTH) EA 5 $ 20,530.00 $ 102,650.00 $ 17,754.44 $ 88,772.20 WW036 POINT REPAIR<12"DR 18 WW FORCE MAIN(>12'DEPTH) EA 5 $ 38,330.00 $ 191,650.00 $ 25,758.39 $ 128,791.95 W W037 POINT REPAIR 14"-20"DR 18 WW FORCE MAIN(0'-12'DEPTH) EA 3 $ 25,980.00 $ 77,940.00 $ 23,459.74 $ 70,379.22 WW038 POINTREPAIR 14"-20"DR18 WW FORCE MAIN(>12'DEPTH) EA 3 $ 43,585.00 $ 130,755.01) $ 30,568.02 $ 91JI14.06 WW039 POINT REPAIR>20"DR 18 WW FORCE MAIN(0'-12'DEPTH) EA 3 $ 62,075.00 $ 186,225.00 $ 28,044.82 $ 84,134.46 WW040 POINT REPAIR>20"DR 18 WW FORCE MAIN(>12'DEPTH) EA 3 $ 72,215.00 $ 216,645.00 $ 32,729.41 $ 98,188.23 WW041 EXTRA LENGTH POINT REPAIR<12"DR 18 WW FORCE MAIN(O'-12'DEPTH)(OVER 19 LENGTH) LF 10 $ 1,400.00 $ 14,000.01) $ 408.02 $ 4,080.20 W W042 EXTRA LENGTH POINT REPAIR<12"DR 18 WW FORCE MAIN(>12'DEPTH)(OVER 15 LENGTH) LF 10 $ 1,725.00 $ 17,250.00 $ 479.69 $ 4,796.90 WW043 EXTRA LENGTH POINT REPAIR 14"-20"DR 18 WW FORCE MAIN(0'-12'DEPTH)(OVER 15'LENGTH) LF 5 $ 2,750.00 $ 13,750.00 $ 468.04 $ 2,340.20 W W044 EXTRA LENGTH POINT REPAIR 14"-20"DR 18 W W FORCE MAIN(>12'DEPTH)(OVER 16 LENGTH) LF 5 $ 3,405.00 $ 17,025.00 $ 522.29 $ 2,611.45 W W045 EXTRA LENGTH POINT REPAIR>20"DR 18 W W FORCE MAIN(0'-12'DEPTH)(OVER 15'LENGTH) LF 3 $ 4,735.00 $ 14,205.00 $ 757.59 $ 2,272.77 W W046 EXTRA LENGTH POINT REPAIR>20"DR 18 WW FORCE MAIN(>12'DEPTH)(OVER 15'LENGTH) LF 3 $ 5,895.00 $ 17,685.00 $ 822.01 $ 2,466.03 WW047 TRENCH SAFETY FOR WW POINT REPAIR(GRAVITY AND FORCE MAIN)(0'-12'DEPTH) LF 475 $ 45.00 $ 21,375.00 $ 122.80 $ 58,330.00 WW048 TRENCH SAFETY FOR WW POINT REPAIR(GRAVITY AND FORCE MAIN(>12'DEPTH) LF 560 $ 85.00 $ 47,600.00 $ 176.30 $ 98,72800 WW049 REMOVE&REPLACE AIR RELEASE VALVE EA 2 $ 3,040.00 $ 6,080.00 $ 13,070.87 $ 26,141.74 W W050 REMOVE AND REPLACE<_8"SDR 26 PVC W W LINE(0'-12'DEPTH) LF 500 $ 350.00 $ 175,000.00 $ 270.58 $ 135,290.00 WW051 REMOVE AND REPLACE<8"SDR26 PVC WW LINE(>12'DEPTH) LF 500 $ 350.00 $ 175,000.00 $ 436.96 $ 218,480.00 WW052 REMOVE AND REPLACE I O"-12"SDR 26 PVC WW LINE(0'-12'DEPTH) LF 400 $ 435.00 $ 174,000.00 $ 311.94 $ 124,776.00 WW053 REMOVE AND REPLACE I0"-12"SDR 26 PVCWW LINE(>12'DEPTH) LF 300 $ 450.00 $ 135,000.00 $ 483.15 $ 144,945.00 WW054 REMOVE AND REPLACE I4"-24"SDR 26 PVC WW LINE(0'-12'DEPTH) LF 200 $ 550.00 $ 110,000.01) $ 409.71 $ 81,942.00 WW055 REMOVE AND REPLACE I4"-24"SDR 26 PVC WW LI NE(>12'DEPTH) LF 100 $ 650.00 $ 65,000.00 $ 595.46 $ 59,546.00 WW056 REMOVE AND REPLACE>24"SDR 26 PVC WW LI NE(0'-12'DEPTH) LF 50 $ 685.00 $ 34,250.00 $ 530.53 $ 26,526.50 WW057 REMOVE AND REPLACE>24"SDR 26 PVC WW LI NE(>12'DEPTH) LF 50 $ 825.00 $ 41,250.00 $ 752.32 $ 37,616.00 WW058 TRENCH SAFETY FOR REMOVING&REPLACING WW LINE(0'-12'DEPTH) LF 1,150 $ 40.00 $ 46,000.00 $ 15.74 $ 18,101.00 Page 2 of 6 PM Construction&Rehab,LLC National Power Rodding Corp. RFB 6004 Citywide Wastewater ICIQ FY2024,Project No.24082 131 N.Richey St. 9810 FM 969 RFB 6004 Pasadena,TX 77506 Austin,TX 78724 P:(281)292-6758 P:(512)928-1420 ITEM DESCRIPTION UNIT ESuANnrvTIMATED UNIT PRICE EXTENDED AMOUNT UNIT PRICE EXTENDED AMOUNT WW059 TRENCH SAFETY FOR REMOVING&REPLACING WW LINE(>12'DEPTH) LF 950 $ 80.00 $ 76,000.00 $ 20.15 $ 19,142.50 W WO60 STANDARD SERVICE RE-CONNECTION FOR<8"REMOVAL&REPLACEMENT EA 10 $ 3,255.00 $ 32,550.00 $ 1,773.94 $ 17,739.40 W WO61 STANDARD SERVICE RE-CONNECTION FOR 10"-12"REMOVAL&REPLACEMENT EA 5 $ 3,470.00 $ 17,350.00 $ 1,835.61 $ 9,178.05 W WO62 STANDARD SERVICE RE-CONNECTION FOR 14"-24"REMOVAL&REPLACEMENT EA 3 $ 3,690.00 $ 11,070.00 $ 1,854.93 $ 5,564.79 WW063 DEEP SERVICE RE-CONNECTION FOR<8"REMOVAL&REPLACEMENT(>12'DEPTH) EA 10 $ 3,525.00 $ 35,250.00 $ 1,914.07 $ 19,140.70 W W064 DEEP SERVICE RE-CONNECTION FOR 10"-12"REMOVAL&REPLACEMENT(>12'DEPTH) EA 5 $ 3,760.00 $ 18,800.00 $ 1,954.26 $ 9,771.30 W WO65 DEEP SERVICE RE-CONNECTION FOR 14"-24"REMOVAL&REPLACEMENT(>12'DEPTH) EA 3 $ 3,975.00 $ 11,925.00 $ 1,980.59 $ 5,941.77 W W066 REHAB 58"W W LINE(PNEUMATIC PIPE BURSTING W/HDPE DIPS DR 13.5)(0'-12'DEPTH) LF 12,000 $ 98.00 $ 1,176,000.00 $ 106.60 $ 1,279,200A0 W W067 REHAB<8"W W LINE(PNEUMATIC PIPE BURSTING W/HDPE DIPS DR 13.5)(>12'DEPTH) LF 10,000 $ 127.00 $ 1,270,000.00 $ 127.40 $ 1,274,000.00 W WO68 REHAB 10"-12"W W LINE(PNEUMATIC PIPE BURSTING W/HDPE DIPS DR 13.5)(0'-12,DEPTH) LF 7,250 $ 115.00 $ 833,750.00 $ 166.80 $ 1,209,300.00 W W069 REHAB 10"-12"W W LINE(PNEUMATIC PIPE BURSTING W/HDPE DIPS DR 13.5)(>12'DEPTH) LF 6,000 $ 160.00 $ 960,000.00 $ 166.80 $ 1,000,800.00 W WO70 REHAB 14%24"W W LINE(PNEUMATIC PIPE BURSTING W/HDPE DIPS DR 13.5)(0-12'DEPTH) LF 500 $ 350.00 $ 175,000.00 $ 701.50 $ 350,750.00 W W071 REHAB 14%24"W W LINE(PNEUMATIC PIPE BURSTING W/HDPE DIPS DR 13.5)(>12'DEPTH) LF 500 $ 475.00 $ 237,500.00 $ 736.00 $ 368,000.00 W WO72 REHAB>24"W W LINE(PNEUMATIC PIPE BURSTING W/HDPE DIPS DR 13.5)(9-12'DEPTH) LF 20O $ 740.00 $ 148,000.00 $ 770.50 $ 154,100.00 WW073 REHAB>24"WW LINE(PNEUMATIC PIPE BURSTING W/HDPE DIPS DR 13.5)(>12'DEPTH) LF 200 $ 925.00 $ 185,000.00 $ 802.70 $ 160,540.00 WW074 STANDARD SERVICE RE-CONNECTION FOR<8"PIPE BURSTING EA 600 $ 1,775.00 $ 1,065,000.00 $ 2,360.00 $ 1,416,000.00 W WO75 STANDARD SERVICE RE-CONNECTION FOR 10"-12"PIPE BURSTING EA 50 $ 2,010.00 $ 100,500.00 $ 2,400.00 $ 120,000.00 W W076 STANDARD SERVICE RE-CONNECTION FOR 14"-24"PIPE BURSTING EA 10 $ 3,190.00 $ 31,900.00 $ 6,080.00 $ 60,800.00 WW077 DEEP SERVICE RE-CONNECTION FOR<8"PIPE BURSTING(>12'DEPTH) EA 200 $ 2,750.00 $ 550,000.00 $ 3,360.00 $ 672,000.00 WW078 DEEP SERVICE RE-CONNECTION FOR I0"-12"PIPE BURSTING(>12'DEPTH) EA 50 $ 3,750.00 $ 187,500.00 $ 4,160.00 $ 208,000.00 W W079 DEEP SERVICE RE-CONNECTION FOR 14"-24"PIPE BURSTING(>12'DEPTH) EA 5 $ 6,135.00 $ 30,675.00 $ 15,200.00 $ 76,000.00 WWO80 GROUTING LATERAL CONNECTIONS(ALL SIZES,ALL DEPTHS) EA 20 $ 4,165.00 $ 83,300.00 $ 750.00 $ 15,000.00 W WO81 CHEMICAL GROUT,COMPLETE IN PLACE PER GALLON GA 50 $ 640.00 $ 32,000.00 $ 175.00 $ 8,750.00 WW082 OBSTRUCTION REMOVAL BY REMOTE DEVICE(ALL DEPTHS) EA 1 $ 700.00 $ 700.00 $ 750.00 $ 750.00 WW083 OBSTRUCTION REMOVAL BY EXCAVATION(0'-12'DEPTH) EA 5 $ 3,065.00 $ 15,325.00 $ 9,840.00 $ 49,200.00 WW084 OBSTRUCTION REMOVAL BY EXCAVATION(>12'DEPTH) EA 5 $ 3,285.00 $ 16,425.00 $ 11,400.00 $ 57,000.00 W W085 SERVICE LATERAL REPLACEMENT(0'-12'DEPTH MAIN,INCLUDES CLEAN OUT,BOOT,COUPLING)(<10 LF) LF 50 $ 325.00 $ 16,250.00 $ 432.89 $ 21,644.50 W W086 SERVICE LATERAL REPLACEMENT(>12'DEPTH MAIN,INCLUDES CLEAN OUT,BOOT,COUPLING)(<10 LF) LF 50 $ 345.00 $ 17,250.00 $ 493.41 $ 24,670.50 WWO87 WELL POINTING FOR LINE WORK,MH,OR POINT REPAIR(PER LF OF TRENCH)(0'-12'DEPTH) LF 1,000 $ 650.00 $ 650,000.00 $ 321.64 $ 321,640.00 WW088 WELL POINTING FOR LINE WORK,MH,OR POINT REPAIR(PER LF OF TRENCH)(>12'DEPTH) LF 1,000 $ 1,050.00 $ 1,050,000.00 $ 388.44 $ 388,440.00 WWO89 BVPASSPUMPING SET-UP-BYPASSING LINE<8"DIA.LINES EA 15 $ 6,940.00 $ 104,100.00 $ 3,500.00 $ 52,500.130 WW090 BYPASS PUMPING SET-UP-BYPASSING LINE 1W-12"DIA.LINES EA 10 $ 8,000.00 $ 80,000.00 $ 5,000.00 $ 50,000.00 WW091 BYPASS PUMPING SET-UP-BYPASSING LINE I4"-24"DIA.LINES EA 5 $ 10,410.00 $ 52,050.00 $ 8,500.00 $ 42,500.00 WW092 BYPASS PUMPING SET-UP-BYPASSING LINE>24"DIA.LINES EA 3 $ 17,350.00 $ 52,050.00 $ 25,000.00 $ 75,000.00 Page 3 of 6 PM Construction&Rehab,LLC National Power Rodding Corp. RFB 6004 Citywide Wastewater ICIQ FY2024,Project No.24082 131 N.Richey St. 9810 FM 969 RFB 6004 Pasadena,TX 77506 Austin,TX 78724 P:(281)292-6758 P:(512)928-1420 ITEM DESCRIPTION UNIT ESuANnrvTIMATED UNIT PRICE EXTENDED AMOUNT UNIT PRICE EXTENDED AMOUNT WW093 CONTROL OF WASTEWATER FLOWS WITH BYPASS PUMPING<8"DIA.LINES CD 30 $ 2,570.00 $ 77,100.00 $ 3,500.00 $ 105,000.00 WW094 CONTROL OF WASTEWATER FLOWS WITH BYPASS PUMPING 10"-12"DIA.LINES CD 10 $ 3,265.00 $ 32,650.00 $ 3,500.00 $ 35,000.00 WW095 CONTROLOF WASTEWATER FLOWS WITH BYPASS PUMPING 14"-24"DIA.LINES CD 10 $ 5,325.00 $ 53,250.00 $ 5,500.00 $ 55,000.00 WWO96 CONTROL OF WASTEWATER FLOWS WITH BYPASS PUMPING>24"DIA.LINES CD 10 $ 7,195.00 $ 71,950.00 $ 6,500.00 $ 65,000.00 WW097 BYPASS DISCHARGING PIPE FOR CONTROL OF<8"WASTEWATER FLOWS LF 2,000 $ 25.00 $ 50,000.00 $ 100.00 $ 200,000.00 WW098 BYPASS DISCHARING PIPE FOR CONTROL OF 10"-12"DIA.WASTEWATER FLOWS LF 1,000 $ 30.00 $ 30,000.00 $ 150.00 $ 150,000.00 WWO99 BYPASS DISCHARING PIPE FOR CONTROL OF I4"-24"DIA.WASTEWATER FLOWS LF 500 $ 55.00 $ 27,500.00 $ 300.00 $ 150,000.00 WW100 BYPASS DISCHARING PIPE FOR CONTROL OF>24"DIA.WASTEWATER FLOWS LF 500 $ 75.00 $ 37,500.00 $ 450.00 $ 225,000.00 W W 101 FURNISH VACUUM TRUCK(TANDEM)FOR CONTROL OF WW FLOW(2 HOUR MINIMUM) HR 100 $ 465.00 $ 46,500.00 $ 450.00 $ 45,000.00 WW102 PRE CCTV-CLEAN&TELEVISE WW LINES(LINES 8"-12") LF 2,000 $ 5.00 $ 10,000.00 $ 4.00 $ 8,000.00 WW103 PRE CCTV-CLEAN&TELEVISE WW LINES(LINES>12"-24") LF 1,000 $ 6.00 $ 6,000.00 $ 15.02 $ 15,020.00 WW104 PRE CCTV-CLEAN&TELEVISE WW LINES(LINES>24") LF 500 $ 9.00 $ 4,500.00 $ 38.fi4 $ 19,320.00 WW105 POST CCTV-TELEVISE WW LINES(LINES 8--12") LF 35,250 $ 6.00 $ 211,500.00 $ 5.00 $ 176,250.00 WW106 POST CCTV-TELEVISE WW LINES(LINES>12"-24") LF 1,000 $ 5.00 $ 5,000.00 $ 5.00 $ 5,000.00 WW107 POST CCTV-TELEVISE WW LINES(LINES>24") LF 400 $ 6.00 $ 2,400.00 $ 5.00 $ 2,000.00 WW108 CCTV REVERSE SET-UP(UNABLE TO TRAVERSE LINE ON INITIAL SET-UP) EA 5 $ 695.00 $ 3,475.00 $ 450.00 $ 2,250.00 WW109 CCTV SET-UPS EA 10 $ 1,390.00 $ 13,900.00 $ 550.00 $ 5,500.00 WW110 WW LINE HEAVY CLEANING(LINES<8"-12") LF 500 $ 15.00 $ 7,500.00 $ 20.00 $ 10,000.00 WW111 WW LINE HEAVY CLEANING(LINES>12"-24") LF 500 $ 25.00 $ 12,500.00 $ 35.00 $ 17,500.00 WW112 WW LINE HEAVY CLEANING(LINES>24") LF 250 $ 12.00 $ 3,000.00 $ 50.00 $ 12,500.00 W W 113 CLEAN&CCTV MH/MH INSPECTION EA 3 $ 830.00 $ 2,490.00 $ 1,000.00 $ 3,000.00 WW114 REMOVE EXISTING WW MH(ALL SIZES) EA 5 $ 4,870.00 $ 24,350.00 $ 3,839.91 $ 19,199.55 WW115 FURNISH&INSTALL 4 FT DIA.FIBERGLASS WW MH(0'-6'DEPTH) EA 5 $ 12,500.00 $ 62,500.00 $ 18,883.25 $ 94,41615 WW116 FURNISH&INSTALL FT DIA.FIBERGLASS WW MH(0'-6'DEPTH) EA 3 $ 15,000.00 $ 45,000.00 $ 24,166.68 $ 72,500.04 WW117 EXTRA DEPTH FOR FT DIA.FIBERGLASS WW MH(OVER6 DEPTH) VF 25 $ 1,540.00 $ 38,500.00 $ 1,338.26 $ 33,456.50 WW118 EXTRA DEPTH FOR FT DIA.FIBERGLASS WW MH(OVER6 DEPTH) VF 10 $ 2,310.00 $ 23,100.00 $ 1,938.63 $ 19,386.30 W W 119 FURNISH&INSTALL 4 FT DIA.POLYMER CONCRETE WW MH(0'-6'DEPTH) EA 5 $ 13,500.00 $ 67,500.00 $ 17,497.25 $ 87,48615 W W 120 FURNISH&INSTALL 6 FT DIA.POLYMER CONCRETE WW MH(0'-6 DEPTH) EA 3 $ 16,500.00 $ 49,500.00 $ 23,473.fi8 $ 70,421.04 WW121 EXTRA DEPTH FOR 4 FT DIA.POLYMER CONCRETE WW MH(OVER 6'DEPTH) VF 25 $ 1,540.00 $ 38,500.00 $ 1,199.66 $ 29,991.50 WW122 EXTRA DEPTH FOR 6 FT DIA.POLYMER CONCRETE WW MH(OVER 6'DEPTH) VF 10 $ 2,310.00 $ 23,100.00 $ 1,869.33 $ 18,693.30 W W 123 4 FT DIA WW MH POLYMER COATING REHAB(0-6 DEPTH) EA 10 $ 6,675.00 $ 66,750.00 $ 8,484.90 $ 84,849.00 W W 124 6 FT DIA WW MH POLYMER COATING REHAB(0'-6'DEPTH) EA 5 $ 7,715.00 $ 38,575.00 $ 9,384.90 $ 46,924.50 W W 125 EXTRA DEPTH FOR 4 FT DIA.WW MH POLYMER COATING REHAB(OVER 6'DEPTH) VF 50 $ 450.00 $ 22,500.01) $ 325.00 $ 16,250.00 W W 12fi EXTRA DEPTH FOR 6 FT DIA.WW MH POLYMER COATING REHAB(OVER 6 DEPTH) VF 20 $ 520.00 $ 10,400.00 $ 450.00 $ 9,000.00 Page 4 of 6 PM Construction&Rehab,LLC National Power Rodding Corp. RFB 6004 Citywide Wastewater ICIQ FY2024,Project No.24082 131 N.Richey St. 9810 FM 969 RFB 6004 Pasadena,TX 77506 Austin,TX 78724 P:(281)292-6758 P:(512)928-1420 ITEM DESCRIPTION UNIT ESuANnnTIMATED UNIT PRICE EXTENDED AMOUNT UNIT PRICE EXTENDED AMOUNT W W 127 4 FT CIA WW MH FRP REHAB W/INSERT(0'46'DEPTH) EA 5 $ 3,075.00 $ 15,375.00 $ 17,834.96 $ 89,174.80 WW128 6 FT CIA WW MH FRP REHAB W/INSERT(0'-6'DEPTH) EA 5 $ 3,335.00 $ 16,675.00 $ 19,630.27 $ 98,151.35 WW129 EXTRADEPTH FOR4 FTDIA.WW MH FRP REHAB W/INSERT(OVER6 DEPTH) VF 25 $ 1,025.00 $ 25,625.00 $ 1,219A4 $ 30,478.50 WW130 EXTRA DEPTH FOR6 FTDIA.WW MH FRP REHAB W/INSERT(OVER GDEPTH) VF 10 $ 1,155.00 $ 11,550.00 $ 1,556.76 $ 15,567.60 W W 131 4 FTDIA WW MH CEMENTITIOUS COATING REHAB(0'-6'DEPTH) EA 10 $ 4,925.00 $ 49,250.00 $ 8,383,06 $ 83,830.60 W W 132 6 FT DIA W W MH CEMENTITIOUS COATING REHAB(0'-6'DEPTH) EA 5 $ 6,870.00 $ 34,350.00 $ 9,283.06 $ 46,415.30 W W 133 EXTRA DEPTH FOR 4 FTDIA.WW MH CEMENTITIOUS COATING REHAB(OVER 6 DEPTH) VF 100 $ 555.00 $ 55,500.00 $ 325.00 $ 32,500.00 WW134 EXTRA DEPTH FORE FTDIA.WW MH CEMENTITIOUS COATING REHAB(OVERfi DEPTH) VF 10 $ 835.00 $ 8,350.00 $ 450.00 $ 4,500.0U WW135 TRENCH SAFETY FORWW MHS(0'-6 DEPTH) EA 8 $ 250.00 $ 2,000.00 $ 415.80 $ 3,326.40 W W 136 EXTRA DEPTH FOR TRENCH SAFETY FOR WW MHS(OVER 6'DEPTH) VF 35 $ 250.00 $ 8,750.00 $ 92.59 $ 3,240.65 W W 137 EXTERNAL DROP CONNECTION(ALL DEPTHS) EA 5 $ 3,075.00 $ 15,375.00 $ 2,757.59 $ 13,787.95 W W 138 REMOVE&REPLACE 30"MH RING&COVER(INCLUDES S.S.INFLOW INHIBITOR&NEW HDPE ADJUSTMENT RINGS) EA 15 $ 3,000.00 $ 45,000.00 $ 4,651.80 $ 69,777.00 W W 139 REMOVE&REPLACE 36"MH RING&COVER(INCLUDES S.S.INFLOW INHIBITOR&NEW HDPE ADJUSTMENT RINGS) EA 10 $ 3,200.00 $ 32,000.00 $ 6,187.49 $ 61,874.90 WW140 MH PROTECTION IN UNPAVED AREAS(>5'ABOVE GROUND ELEVATION) VF 20 $ 105.00 $ 2,100.00 $ 1,031.50 $ 20,630.00 WW141 RECONSTRUCT MH TOP CORBEL(ANY SIZE) EA 5 $ 3,590.00 $ 17,950.00 $ 10,801.13 $ 54,005.65 WW142 RECONSTRUCT MH BENCH&INVERTS EA 15 $ 1,155.00 $ 17,325.00 $ 3,409.04 $ 51,135.60 WW143 UTILITY TRENCH HMAC REPAIR-PIPEBURST INSERTION PIT EA 150 $ 1,910.00 $ 286,500.00 $ 2,891.95 $ 433,792.50 WW144 CUT&RESTORE HMAC PAVEMENT-WW LINE TRENCH REPAIR LINES<15" LF 1,500 $ 110.00 $ 165,000.00 $ 190.74 $ 286,110.00 WW145 CUT&RESTORE HMAC PAVEMENT-WW LINE TRENCH REPAIR LINES>_15" LF 1,500 $ 175.00 $ 262,500.00 $ 203.77 $ 305,655.00 WW146 CUT&RESTORE HMAC PAVEMENT-MH INSTALLS&MISC IMPROVEMENTS SY 200 $ 40.00 $ 8,000.00 $ 310.84 $ 62,168.00 WW147 STREET HMAC RESTORATION-2"MILL&OVERLAY SY 400 $ 135.00 $ 54,000.00 $ 61.06 $ 24,424.00 WW148 STREET HMAC RESTORAT ION-3"MILL&OVERLAY SY 200 $ 155.00 $ 31,000.00 $ 75.62 $ 15,124.00 W W 149 CUT&RESTORE CONCRETE PAVEMENT QNCLUDES 12"PAVEMENT&BASE) SY 250 $ 175.00 $ 43,750.00 $ 628.91 $ 157,227.50 WW150 ADDITIONAL CONCRETE PAVEMENT THICKNESS(1"PER SY) SY 52 $ 20.00 $ 1,040.00 $ 74.56 $ 3,877.12 WW151 EROSION CONTROL-SODDING SY 100 $ 22.00 $ 2,200.00 $ 26.99 $ 2,699.00 WW152 EROSION CONTROL-SEEDING SY 100 $ 5.00 $ 500.00 $ 11.40 $ 1,140.00 W W 153 CEMENT STABILIZED SAND BACKFILL(1.5 SACKS OF CEMENT PER 1 CY OF SAND) TON 100 $ 70.00 $ 7,000.00 $ 138.91 $ 13,891.00 WW154 SELECT BACKFILL MATERIAL TON 100 $ 70.00 $ 7,000.00 $ 92.00 $ 9,200.00 WW155 FLOWABLE BACKFILL CY 50 $ 245.00 $ 12,250.00 $ 294.08 $ 14,704.00 WW156 PREPARATION AND IMPLEMENTATION OF A TRAFFIC CONTROL PLAN ALLOWANCE(NON-RESIDENTIAL WORK SITES) AL 2 $ 30,000.00 $ 60,000.00 $ 30,000.00 $ 60,000.00 WW157 TRAFFIC CONTROL PLAN(3RD PARTY ENGINEER CERTIFIED)-FOR ROW CONSTRUCTION PERMIT FOR RESIDENTIAL SITES EA j 20 $ 15,000.00 $ 300,000.00 $ 5,000.00 $ 100,000.00 W W 158 REMOVAL&REPLACEMENT OF CHAIN LINK FENCING LF 200 $ 12.00 $ 2,400.00 $ 47.28 $ 9,456.00 W W 159 REMOVAL&REPLACEMENT OF WOOD FENCING LF 1,000 $ 10.00 $ 10,000.0U $ 51.04 $ 51,040.00 WW160 TREE REMOVAL(>6"CIA.TRUNK) EA 5 $ 1,040.00 $ 5,200.00 $ 576.58 $ 2,882.90 Page 5 of 6 PM Construction&Rehab,LLC National Power Rodding Corp. RFB 6004 Citywide Wastewater IDIQ FY2024,Project No.24082 131 N.Richey St. 9810 FM 969 RFB 6004 Pasadena,TX 77506 Austin,TX 78724 P:(281)292-6758 P:(512)928-1420 ITEM DESCRIPTION UNIT ESUANTITYTIMATED UNIT PRICE EXTENDED AMOUNT UNIT PRICE EXTENDED AMOUNT WW161 REMOVE,RELOCATE,AND REINSTALL MAIL BOX EA 3 $ 310,00 $ 930.00 $ 520.88 $ 1,562.64 WW162 REMOVE AND REPLACE CONCRETE DRIVEWAY SF 150 $ 95.00 $ 14,250.00 $ 31.12 $ 4,668A0 WW163 REMOVEAND REPLACE CONCRETE SIDEWALK SF 250 $ 95.00 $ 23,750.00 $ 17.77 $ 4,442.50 W W 164 REMOVE AND REPLACE CURB AND GUTTER OR VALLEY GUTTER LF 50 $ 210.00 $ 10,500.00 $ 58.83 $ 2,941.50 WW165 REMOVE AND REPLACE CURB RAMP EA 5 $ 9,020.00 $ 45,100.00 $ 2,330.20 $ 11,651.00 WW166 INSTALL 8"CLEANOUT EA 5 $ 2,460.00 $ 12,300.00 $ 4,560.00 $ 22,800.00 WW167 GROUT FILL B ABANDON IN PLACE WW LINE CY 20 $ 180m $ 3,600.00 $ 1,808.35 $ 36,167.00 WW168 TEMPORARY CONSTRUCTION ENTRANCE/EXIT EA 1 $ 4,485.00 $ 4,485.00 $ 4,832.42 $ 4,832.42 WW169 POWER POLE SUPPORT EA 5 $ 10,410.00 $ 52,050.00 $ 5,100.48 $ 25,502.40 WW170 EROSION CONTROL-TEMPORARY SEDIMENT CONTROL FENCE(SILT FENCE AND/OR SILT BARRIER) LF 40 $ 5.00 $ 200.00 $ 4.65 $ 186.00 WW171 INLET PROTECTION EA 3 $ 60.00 $ 180m $ 44.08 1$ 132.24 WW172 SITE CLEARING AC 2 $ 4,485.00 $ 8,970.00 $ 6,930.00 1$ 13,860.00 WW173 ALLOWANCE FOR OTHER TRENCHLESS TECHNOLOGIES FOR REHABILITATION OF WASTEWATER LINES AL 2 $ 150,000.00 $ 300,000.00 $ 150,000.00 1$ 300,000.00 SUBTOTAL PART WW-WASTEWATER IMPROVEMENTS $ 15,845,740.00 $ 16,929,328.25 PART W-WATER IMPROVEMENTS W1 ALLOWANCE FOR UNANTICIPATED WATER IMPROVEMENTS AL 2 $ 150,000.00 $ 300,000.00 $ 150,000.00 $ 300,000.00 SUBTOTAL PART W-WATER$ 300,000.00 $ 300,000.00 SUBTOTAL PART A-GENERAL(ITEMS At TO A3) $ 1,080,700.00 $ 1,019,000.00 SUBTOTAL PART W W-WASTEWATER IMPROVEMENTS(ITEMS WW1 THRU W W173) $ 15,845,740.00 $ 16,929,328.25 SUBTOTAL PART W-WATER IMPROVEMENTS(ITEMS W1) $ 300,000.00 $ 300,000.00 TOTAL PROJECT BASE BID(PARTS A.WIN,W)` $ 17,226,440.00 $ 18,248,328.25 Emergency Coefficient-To be applied to an Emergency Delivery Order as defined in the Special Procedures(01 35 00)Section of the Contract. 1.50 Note':The Contractor selection will be based on the lowest responsive/responsible bid,but a total amount of$9,000,000 will be awarded as the Not to Exceed amount. There will not be a Quaranteed amount,and Delivery Orders will be based on the needs of Corpus Christi Water. Page 6 of 6 Capital Improvement Plan 2025 thru 2027 City of Corpus Christi, Texas Project# 23148/24082 CITYWIDE PROJECT Project Name City-Wide Wastewater ID/IQ Type Reconditioning-Asset Department Wastewater Useful Life 25 years Contact Director of Water Utilities Category Wastewater System Maint. Priority Priority Level 1 Council District City-Wide Status Active Description The City-Wide Indefinite Delivery/Indefinite Quantity program is a long-term initiative designed to reduce the number and volume of sanitary sewer overflows(SSO)as well as infiltration and inflow(I/I)within the city.It is a key component of the life cycle program component to address collection system conveyance and manhole infrastructure requirements within the city.The program will identify,prioritize,and implement specific capital improvement projects in a phased design and construction approach to extend the service life,improve flows,improve water quality,reduce overflows and cave-ins and reduce long-term maintenance costs.The scope of work includes,but is not limited to:rehabilitation and/or replacement of manholes,rehabilitation and/or replacement of gravity collection lines and/or force mains by pipe bursting,cured-in-place pipe,and/or open-cut method for lines up to 36-inches in diameter,gravity line point repairs,dewatering through well pointing,control of wastewater flows through bypass pumping,cleaning and televised inspection of conduits,etc.This project continues into the long-range plan. Justification This project will allow for the City to successfully meet the conditions outlined in the Consent Decree. Expenditures Prior Years 2025 2026 2027 Total Construction/Rehab 33,821,366 22,000,000 22,000,000 22,000,000 99,821,366 Design 511,256 200,000 200,000 200,000 1,111,256 Eng,Admin Reimbursements 3,435,950 350,000 350,000 350,000 4,485,950 Total 37,768,572 22,550,000 22,550,000 22,550,000 105,418,572 Funding Sources Prior Years 2025 2026 2027 Total PAYGO 2,392,247 8,000,000 8,000,000 8,000,000 26,392,247 Revenue Bonds 35,376,325 14,550,000 14,550,000 14,550,000 79,026,325 Total 37,768,572 22,550,000 22,550,000 22,550,000 105,418,572 Budget Impact/Other 71 The implementation of this program will reduce sanitary sewer overflows and decrease maintenance and response expenditures. 312 ag �x s o _ CITVVNDE LOCATION aI—R. 41 W E CORPUS CHRISTI BAY CITY LIMITS 0 n° N c4°p��° S• P9DR as �' 0 spa � a quo o� NOT TO SCALE .E�,oa -� CITYWIDE PROJECT Y i `!,.'r• . -" AERIAL MAP , � NOT TO SCALE Project Number: 24082 •"� CITYWIDE WASTEWATER CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI,TEXAS" DIQ FY 2024 DEPARTMENT OF ENGINEERING SERVICES Jtzr A Carpus Chr sti Engineering Citywide Wastewater Indefinite Delivery Indefinite Quantity (IDIQ) FY2024 Council Presentation October 15, 2024 Project Location Engineerioieg N i x V[ oTYM AP CITYWIDE PROJECT AERIAL MAP Proiect Number:24082 i Project Scope / Corpus ChrSO Engineering A brief summary of proposed improvements is as follows: • Project will include rehabilitation, replacement, and point repair gravity wastewater collection system lines, manholes/structures, service laterals, and force mains using open-cut trenching and pipe bursting for lines up to 42-inches in diameter. Work includes dewatering through well pointing, control of wastewater flow through bypass pumping, cleaning and televised of pipelines as needed, and site restoration to pre-existing or better conditions. Work also includes emergency response Delivery Orders that require Contractor to always have management personnel and crews available and on-call during the Contract to provide emergency response on-call services. Project Schedule *Ch,� Engineering July - October November - November Bid/ Construction Award Projected Schedule reflects City Council award in October 2024 with anticipated completion in November 2025. se 0 0 PH U AGENDA MEMORANDUM NCORPO0.1¢ Action item for the City Council meeting of October 15, 2024 1852 DATE: October 15, 2024 TO: Peter Zanoni, City Manager FROM: Mike Markle, Chief of Police mikema(u-)-cctexas.com (361) 886-2601 Approval to submit a grant application to the U. S. Department of Justice for the FY 2024 Edward Byrne Memorial Justice Assistance Grant (JAG) Program and enter into an Interlocal Agreement with Nueces County to share awarded grant funds CAPTION: Resolution authorizing the submission of a grant application for the FY 2024 Edward Byrne Memorial Justice Assistance Grant Program in the amount of$186,309.00 for the Corpus Christi Police Department; and authorizing an Interlocal Agreement with Nueces County for the distribution of Justice Assistance Grant Program funds in the amount of $93,154.00 to Nueces County and $93,155.00 to the City of Corpus Christi should the grant be awarded. SUMMARY: This is a resolution to authorize the submission of a grant application to the U.S. Department of Justice for the FY 2024 Edward Byrne Memorial Justice Assistance Grant Program and also to enter into an Interlocal Agreement with Nueces County to share the grant funds if they are awarded. BACKGROUND AND FINDINGS: The Justice Assistance Grant (JAG) funds are based on Part 1 violent crimes reported by the City and County. The City reports a greater amount of Part 1 crimes than the Nueces County, yet Nueces County is responsible for providing criminal justice services such as incarceration and prosecution for the City. Because of this, the City has agreed to split the funds with Nueces County. The agreement between the City and Nueces County to split the funds received by the City from the Edward Byrne Memorial Justice Assistance Grant Program has been in place since 2008. Under JAG, Corpus Christi was declared a disparate jurisdiction in 2008 by the Department of Justice. Jurisdictions certified as disparate must submit a joint application for the aggregate of funds allocated to them, specifying the amount of the funds that are to be distributed to each of the units of local government and the purposes for which the funds will be used. When beginning the JAG application process, a Memorandum of Understanding (MOU) must be completed, signed, and sent to the Office of Justice Programs, indicating who will serve as the applicant/fiscal agent for the joint funds. The City and County have agreed that the City will serve as the lead agency, as has been the case in the past. The City and Nueces County agree to enter into a new interlocal agreement each year when beginning the JAG application process. The interlocal agreements are specific to each JAG grant's particular requirements. The Nueces County Commissioners Court approved this year's interlocal agreement on October 2, 2024. If awarded, the City will use the grant funds to partially fund year three of the five-year lease agreement between the City and Axon Enterprise, Inc. for 445 tasers, supplies, software licenses, and training for the Corpus Christi Police Department. The five-year lease agreement between the City and Axon Enterprise, Inc. was approved by the City Council on September 13, 2022. The City used a combination of funds from the Crime Control and Prevention District and the FY 2022 Edward Byrne Memorial Justice Assistance Grant to fund the first year of the five-year lease agreement between the City and Axon Enterprise, Inc. With this award, the program has provided a total of$6,468,813.00 in grant funds to the City since the program began in 1996. In previous years, the funds have been used to purchase vehicles and other law enforcement equipment. Last year, the City and County were awarded a total of $227,389.00 from this grant. ALTERNATIVES: The alternative is not to apply for the grant and instead search for funding elsewhere. However, this funding is not budgeted as part of the FY 2025 General Fund Budget, so it will result in not being able to continue paying for the five-year lease agreement with Axon Enterprise, Inc. for 445 tasers, supplies, software licenses, and training. It will also result in the City not entering into the interlocal agreement with the County. FINANCIAL IMPACT: The application process has no fiscal impact. If awarded, the grant funds will be appropriated in the FY 2025 Police Grants Fund. No City cash match will be required if the grant funds are awarded. Funding Detail: Fund: N/A Activity: N/A Department: N/A Project # (CIP Only): N/A Account: N/A RECOMMENDATION: Staff recommends submitting the grant application and entering into the interlocal agreement with Nueces County, as presented. LIST OF SUPPORTING DOCUMENTS: Interlocal agreement with Nueces County Resolution authorizing the submission of a grant application for the FY 2024 Edward Byrne Memorial Justice Assistance Grant (JAG) Program in the amount of $186,309.00; and authorizing an Interlocal Agreement with Nueces County for the distribution of JAG Program funds in the amount of$93,154.00 to Nueces County and $93,155.00 to the City of Corpus Christi should the grant be awarded. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the City Manager or designee is authorized to submit a grant application in the amount of $186,309.00 to the US Department of Justice, Bureau of Justice Assistance for funding eligible under the Edward Byrne Memorial Justice Assistance Grant (JAG) Program FY 2024, with funds to be distributed to the City of Corpus Christi in the amount of $93,155.00 and Nueces County in the amount of $93,154.00 under the Interlocal Agreement. SECTION 2. The City Manager or his designee is authorized to execute an Interlocal Agreement between the City of Corpus Christi and Nueces County to establish terms to distribute $93,154.00 of the Edward Byrne Memorial Justice Grant (JAG) Program FY 2024 to Nueces County. PASSED AND APPROVED on the day of October, 2024: ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Paulette Guajardo City Secretary Mayor a . z GMS APPLICATION NUMBER THE STATE OF TEXAS KNOW ALL BY THESE PRESENT COUNTY OF NUECES INTERLOCAL AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI, TEXAS AND THE COUNTY OF NUECES, TEXAS EDWARD BYRNE MEMORIAL, JUSTICE ASSISTANCE GRANT (JAG) PROGRAM FISCAL YEAR 2024 LOCAL SOLICITATION AWARD This agreement is made and entered into this aMA day of ockoy pir 2024, by an between the City of Corpus Christi, acting through its governing body, the City Council ("CITY"), and the County of Nueces, acting by and through its governing body, the Commissioners Court ("COUNTY"), both of Nueces County, State of Texas, witness: WHEREAS, this Agreement is made under the authority of Section 791.011(a), Government Code; and WHEREAS, each governing body, in performing governmental functions or in paying for the performance of governmental functions hereunder, shall make that performance or those payments from current revenues legally available to that party; and WHEREAS, each governing body finds that the performance of this Agreement is in the best interests of both parties, that the undertaking will benefit the public, and that the division of costs fairly compensates the performing party for the services or functions under this agreement; and WHEREAS, the CITY and COUNTY have previously entered into an agreement for disbursement of Fiscal Year 2012, 2013, 2014, 2015, 2016, 2017, 2018, 2019, 2020, 2021,2022, and 2023 JAG funds which is separate from this agreement; and WHEREAS, the CITY agrees to provide the COUNTY fifty percent (50%), or a current estimate of $93,154.00, JAG funds received from Fiscal Year 2024 award; and WHEREAS, the CITY and COUNTY believe it to be in their best interests to reallocate the JAG funds. Pagel of 3 20240426 2.I 10/2 GMS APPLICATION NUMBER NOW THEREFORE, the COUNTY and CITY agree as follows: Section 1. CITY agrees to pay COUNTY a total of fifty percent (50%), or a current estimate of$93,154.00 of the JAG funds received from this award. Section 2. COUNTY agrees to use the fifty percent (50%), or current estimate of$93,154.00, of JAG funds received from CITY under this agreement for the enhancement of law enforcement until September 30, 2027. Section 3. Nothing in the performance of this Agreement shall impose any liability for claims against COUNTY other than claims for which liability may be imposed by the Texas Tort Claims Act. Section 4. Nothing in the performance of this Agreement shall impose any liability for claims against CITY other than claims for which liability may be imposed by the Texas Tort Claims Act. Section 5. Each party to this Agreement will be responsible for its own actions in providing services under this Agreement and shall not be liable for any civil liability that may arise from the furnishing of the services by the other party. Section 6. The parties to this Agreement do not intend for any third party to obtain a right by virtue of this Agreement. Section 7. By entering into this Agreement, the parties do not intend to create any obligations, express or implied, other than those set out herein. Further, this Agreement shall not create any rights in any party not a signatory hereto. Page 2 of 3 �. Z GMS APPLICATION NUMBER CITY OF CORPUS CHRISTI City Manager ATTEST Rebecca L. Huerta City Secretary APPROVED AS TO FORM: Jacqueline Bazan Assistant City Attorney COUNTY OF NUECES Connie Scott, County Judge �ONEq Oi i9 ATTEST 2li'T.. �. CpJ v-1 Kara Sands County Clerk APPROVED AS TO FORM: Jenny P. Dorsey Nueces County Attorney Page 3 of 3 20240426 2.I 10/2 se 0 0 U NCORPO0.1¢ AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting October 15, 2024 DATE: October 15, 2024 TO: Peter Zanoni, City Manager FROM: Brandon Wade, Fire Chief brandonw@cctexas.com (361) 826-3900 Resolution authorizing the submission of a grant application to Flint Hills Resources for the 2024 Helping Heroes Grant Program by the Corpus Christi-Nueces County Local Emergency Planning Committee CAPTION: Resolution authorizing the submission of a grant application to Flint Hills Resources for the 2024 Helping Heroes Grant Program in the amount of$4,000 to be used to support the Corpus Christi — Nueces County Local Emergency Planning Committee in purchasing 125 Shelter-in-Place kits. SUMMARY: This resolution authorizes the submission of a grant application for the 2024 Helping Heroes Grant Program in the amount of $4,000.00 from Flint Hills Resources. If awarded, the funding will be used by the Local Emergency Planning Committee to purchase materials 125 Shelter-in-Place kits. BACKGROUND AND FINDINGS: Flint Hills Resources began the Helping Heroes program in 2012. The Helping Heroes program provides grants for training, education, equipment, and emergency notification needs for Texas fire departments and emergency responders. Since the start of the program, Flint Hills Resources has awarded more than $1 million to various fire departments throughout Texas. If awarded, the funding will be used by the Local Emergency Planning Committee (LEPC) to purchase 125 Shelter-in-Place kits. The LEPC will distribute the 125 Shelter-in-Place kits to area school districts. The kits contain items such as water, duct tape, masking tape, a towel, a first aid kit, a multi-functional flashlight/radio, and other items to provide short-term protection from the effects of a hazardous material release emergency. The Community Right to Know Act of 1986 establishes the County LEPC as a forum at the local level for discussions and a focus for action in matters pertaining to hazardous material planning. The primary mission of the for the Local Emergency Planning Committee (LEPC) is to reduce the risk of and provide emergency planning for hazardous materials releases. The LEPC Program Manager is an employee of the Corpus Christi Fire Department (CCFD) and serves as the liaison between county, city, state, and federal governments, facilities with hazardous chemicals, and residents. The LEPC Program Manager assists with alerts for any potentially hazardous material incidents and oversees the manufacturing, transportation, and utilization of all hazardous chemicals within Nueces County. The LEPC works closely with the CCFD Hazmat team to coordinate facility visits and training opportunities and provide critical information to the public. Per the interlocal cooperation agreement between Nueces County, the City of Corpus Christi, and the Port of Corpus Christi, a position for the administration of the Local Emergency Planning Committee must be provided. The City's Fire Chief is the Community Emergency Coordinator and the Chairman of the LEPC. Therefore, the LEPC department is housed within the Corpus Christi Fire Department. Although the LEPC's primary mission is to reduce the risk of hazardous materials and provide emergency planning for hazardous materials releases, the LEPC recognizes vulnerable populations such as area school districts. As such, the LEPC provides Shelter-in-Place kits to area school districts. The received has received this grant since 2012. In FY 2023, the City received $3,500.00 from Helping Heroes grant program. The grant funds were used to purchase Shelter-in-Place kits. ALTERNATIVES: The alternative is not to submit the application and find other funding sources for the Shelter-In- Place kits for the LEPC to distribute to local schools. However, these funds were not budgeted as part of the FY 2024 General Fund Budget. FISCAL IMPACT: The application process has no fiscal impact. If awarded, the grant funds will be appropriated in the FY 2025 LEPC Grants Fund. No City cash match will be required if the grant funds are awarded. FUNDING DETAIL: Fund: N/A Organization/Activity: N/A Department: N/A Project # (CIP Only): N/A Account: N/A Amount: N/A RECOMMENDATION: Staff recommends authorizing the submission of an application for the 2024 Helping Heroes Grant Program in the amount of$4,000.00 from Flint Hills Resources, as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Resolution authorizing submission of a grant application to Flint Hills Resources for the 2024 Helping Heroes Grant Program of up to $4,000 to assist the Corpus Christi — Nueces County Local Emergency Planning Committee in purchasing 125 Shelter-in-Place kits. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: SECTION 1. The City Council authorizes the City Manager or designee to submit a grant application to Flint Hills Resources for the 2024 Helping Heroes Grant Program for a total of $4,000.00. SECTION 2. There is no City cash match or in-kind services for these grants. SECTION 3. The City Manager or designee may apply for, accept, reject, alter, or terminate the grant. SECTION 4. The City of Corpus Christi designates the Fire Chief as the City's authorized official. The authorized official is given the power to apply for, accept, reject, alter, or terminate the funding on behalf of the applicant agency. PASSED and APPROVED on the day of 12024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary se 0 0 U NCORPO0.1¢ AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting October 15, 2024 DATE: October 15, 2024 TO: Peter Zanoni, City Manager FROM: Brandon Wade, Fire Chief brandonw@cctexas.com (361) 826-3900 Resolution authorizing the submission of a grant application to 2024 Coast Bend Community Foundation's Annual Grant for the Corpus Christi Fire Department CAPTION: Resolution authorizing the submission of a grant application to The Coastal Bend Community Foundation for their 2024 Annual Grant in the amount of $7,500.00 for the purchase of approximately 840 smoke detectors and 120 carbon monoxide detectors for the Corpus Christi Fire Department's Fire Prevention Smoke and Carbon Monoxide Detector Program. SUMMARY: This resolution authorizes the submission of a grant application for The Coastal Bend Community Foundation's 2024 annual grant in the amount of $7,500.00. If awarded, the funding will help provide funding to purchase approximately 840 smoke detectors and 120 carbon monoxide detectors for the Corpus Christi Fire Department's Fire Prevention Smoke and Carbon Monoxide Detector Program. BACKGROUND AND FINDINGS: In the United States, over 2,700 people die in home fires each year. Most of these deaths occur in homes that do not have smoke alarms installed or properly working smoke alarms. Installing smoke detectors and ensure that they work correctly is a critical factor in protecting people from house fires. The Coastal Bend Community Foundation is located in Corpus Christi, Texas. It is a local non- profit organization that offers an annual grant opportunity by way of its 2024 Annual Grant. The Foundation's focus is on public goods, human services, health, families and children, environment, and education. If awarded, the funds from this grant will provide funding for the Corpus Christi Fire Department's (CCFD) Fire Prevention Smoke and Carbon Monoxide Detector Program. Funds from this grant will provide smoke detectors and carbon monoxide detectors for the Corpus Christi Fire Department's Fire Prevention Smoke and Carbon Monoxide Detector Program. This program provides smoke and carbon monoxide detectors to Corpus Christi residents who do not have them in their homes. To qualify for this program, Corpus Christi residents must own and live in the home that is being requested for the smoke/carbon monoxide detectors, and either be qualified as low income, a senior citizen or disabled. During FY 2024, CCFD's Fire Prevention division has installed over 500 smoke and carbon monoxide detectors. If awarded this grant funding, CCFD will be able to help over 900 families in the community during FY 2025 by providing them with smoke detectors and carbon monoxide detectors through its Fire Prevention Smoke and Carbon Monoxide Detector Program. This will be the second time that the City has applied for this grant. In FY 2023, the City applied for this grant but was not awarded any funding. ALTERNATIVES: The alternative is not to submit the application and find other funding sources from the General Fund, for the critically needed smoke and carbon monoxide detectors. FISCAL IMPACT: The application process has no fiscal impact. If awarded, the grant funds will be appropriated in the FY 2025 Fire Grants Fund. No City cash match will be required if the grant funds are awarded. FUNDING DETAIL: Fund: N/A Organization/Activity: N/A Department: N/A Project # (CIP Only): N/A Account: N/A Amount: N/A RECOMMENDATION: Staff recommends authorizing the submission of an application for The Coastal Bend Community Foundation (CBCF) 2024 annual grant in the amount of$7,500.00, as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Resolution authorizing the submission of a grant application to The Coastal Bend Community Foundation (CBCF) for their 2024 Annual Grant in the amount of$7,500.00 for smoke detectors and carbon monoxide detectors for the Corpus Christi Fire Department. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: SECTION 1. The City Council authorizes the City Manager or designee to submit a grant application to The Coastal Bend Community Foundation (CBCF) for their 2024 Annual Grant for a total of $7,500.00. SECTION 2. There is no City cash match or in-kind services for these grants. SECTION 3. The City Manager or designee may apply for, accept, reject, alter, or terminate the grant. SECTION 4. The City of Corpus Christi designates the Fire Chief as the City's authorized official. The authorized official is given the power to apply for, accept, reject, alter, or terminate the funding on behalf of the applicant agency. PASSED and APPROVED on the day of 12024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary so ova H aoAPaaa,a AGENDA MEMORANDUM xs52 Action Item for the City Council Meeting October 15, 2024 DATE: October 7, 2024 TO: Peter Zanoni, City Manager FROM: Kathleen Chapa, Director of Animal Care Services Kathleenb@cctexas.com 361-826-3064 Resolution authorizing the submission of an application to American Society for the Prevention of Cruelty to Animals (ASPCA) for the FY 2024-2025 National Shelter Grants Initiative for funding in the amount of$94,634. CAPTION: Resolution authorizing the submission of an application to the American Society for the Prevention of Cruelty to Animals (ASPCA) for the FY 2024-2025 National Shelter Grants Initiative in the amount of$94,634.00 to replace a split system air conditioning unit for the cattery building and to repair all damaged kennel partitions in two of the five kennel buildings. SUMMARY: This resolution authorizes the Animal Care Services Department to submit an application for funding from the ASPCA, for the replacement of a split system air conditioning unit in the cattery building and to repair all damaged kennel partitions in two of the five kennel buildings in the amount of $94,634.00. If the funding is approved, there will be a city cash match required of $14,192.00. BACKGROUND AND FINDINGS: The National Shelter Grant Initiative is a grant opportunity funded through the ASPCA. The National Shelter Grant Initiative was created in 2001. The ASPCA's mission is to provide effective means for the prevention of cruelty to animals throughout the United States.The grant is designed to support shelters in caring for cats, dogs, and equines during challenging times. The ASPCA is offering $3 million annually in grants to support US shelters by funding programs that support animal outcomes, animal physiological health, and access to veterinarian care. Individual grant awards will range from $20,000 to $95,000. The City has not previously applied for this grant. If awarded, the funding will provide financial assistance for the replacement of a split system air conditioning unit in the cattery building and to repair all damaged kennel partitions in two of the five kennel buildings. Animal Care Services will be notified by December 2, 2024, if they are chosen as a finalist. Grants will be finalized on or before December 31, 2024. ALTERNATIVES: The alternative is not to submit the application and attempt to find funding from the general fund for the critically needed facility improvements. FISCAL IMPACT: If awarded, a City cash match of$14,192.00 will be required. The funding will be appropriated in the grant activity 870114L. Funding Detail: Fund: 1072 Community Development Grant Fund Organization/Activity: 89 Grants & Capital Project Funds/ 870114L—ASPCA Animal Outcomes Department: 36 Planning Account: 530000 Professional Services/ 520130 Maintenance and Repairs RECOMMENDATION: Staff recommends authorizing the submission of an application to the ASPCA for funding in the amount of$94,634.00 as presented. LIST OF SUPPORTING DOCUMENTS: Agenda Memo Resolution RESOLUTION AUTHORIZING THE SUBMISSION OF AN APPLICATION TO THE AMERICAN SOCIETY FOR THE PREVENTION OF CRUELTY OT ANIMALS (ASPCA) FOR THE FY 2024-2025 NATIONAL SHELTER GRANTS INITIATIVE FOR FUNDING IN THE AMOUNT OF $94,634. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Council authorizes submission of an application to the American Society for the Prevention of Cruelty to Animals (ASPCA) for the FY 2024-2025 National Shelter Grants Initiative in the amount of $94,634.00 to replace a split system air conditioning unit and to repair damaged kennel partitions. SECTION 2. There is A City cash match OF $14,192.00 for this grant. SECTION 3. The City Manager or the City Manager's designee may apply for, accept, reject, alter, or terminate the grant. SECTION 4. The City of Corpus Christi designates the Animal Care Services Director as the City's authorized official. The authorized official is given the power to apply for, accept, reject, alter, or terminate the funding on behalf of the applicant agency. SECTION 5. In the event of the loss or misuse of these funds, the City of Corpus Christi assures that the funds will be returned to the American Society for the Prevention of Cruelty to Animals (ASPCA) in full. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary se 0 0 U NCORPO0.1¢ AGENDA MEMORANDUM ss52 Action Item for the City Council Meeting of October 15, 2024 DATE: August 22, 2024 TO: Peter Zanoni, City Manager FROM: Randy Almaguer, Compliance Officer, CCREDC ralmaguer(a)-ccredc.com (361) 882-7448 Type B Small Business Assistance Programs CAPTION: Motion authorizing eight Corpus Christi B Corporation Small Business Assistance Agreements with the following entities for one year: LiftFund, Inc., Service Corps of Retired Executives (SCORE), Texas A&M University — Corpus Christi, and five with Del Mar College for a total amount not to exceed $1,076,700.00 to assist small businesses within the City of Corpus Christi to create jobs and investment. (6 votes required) SUMMARY: This agenda item approves agreements for Liftfund, Inc., SCORE, Texas A&M University— Corpus Christi Internship program, Del Mar College Small Business Development Center (SBDC), Del Marl College Apex Accelerator (formerly PTAC), Del Mar College Contractor Resource Center (CRC), Del Mar College Cyber Center and Del Mar College Internship program. Funding for these agreements is included in the Corpus Christi B Corporation's Fiscal Year (FY) 2025 operating budget. BACKGROUND AND FINDINGS: On July 15, 2024, the Corpus Christi B Corporation approved the Fiscal Year 2024-2025 budget for eight small business projects and appropriating $1,076,700.00 for the eight Small Business Assistance Programs. On August 19, 2024, the Type B Board approved agreements for each of the eight Small Business Assistance programs. Small Business Projects Grant Amounts Liffund, Inc $ 150,000 SCORE 86,700 Texas A&M Internship 150,000 Del Mar College Internship 140,000 Del Mar College—APEXAccelerator 110,000 Del Mar College—CRC (Contract Resource Center) 150,000 Del Mar College—SBDC (Small Business Development Center) 150,000 P2_1 � llege—Cyber Center 140,000 Totals $ 1,076,700 LiftFund Interest Buy-Down Program The goal of this program is to level the financial "playing field" in entrepreneurship by ensuring every entrepreneur has access to the financial support needed to start or grow their business. They are requesting $150,000 for FY25. They plan to use 10% of the grant for advertising the program and will hire another position in Corpus Christi to handle more loans. This is also tied to the Dream Maker's fund balance that can only be used in the city limits. The Service Corps of Retired Executives (SCORE) SCORE is a nonprofit association dedicated to educating entrepreneurs and to helping small businesses start, grow, and succeed nationwide by providing mentoring and training for small business owners. They will use 10% to advertise the program. Both TAMUCC & Del Mar College Internship programs Benefits of the internship programs include increasing graduate retention rates by exposing students to local companies prior to graduation and increasing local companies' access to a high quality and educated workforce. They both have asked for more money next year. They have had a lot more interest especially since the pay went from $12.25 to $14.50. DMC - The APEX Accelerator (formerly PTAC) APEX is a federally sponsored program located at Del Mar College's Small Business Development Center that assists any business interested in pursuing federal, state, or local government contracts through a wide range of services. DMC - The Contract Resource Center(CRC) CRC offers one-on-one advising to better prepare and connect small businesses with large, multi- year projects. Several benefits of becoming a CRC client are the following: • Training and development in specific areas • Access to be listed on the Contractor Ready List shared with Corpus Christi Regional Economic Development Corporation (CCREDC) and large industry partners • Access to the Plan Room to print bids and specs for local commercial contracts DMC - Small Business Development Center(SBDC) The primary goal of the SBDC is to provide technical support that businesses need, when they need it, and for however long they need it. Some clients have been working with the Center for over 20 years. As businesses grow and move on to new levels, they have new issues, challenges, and opportunities that require expert guidance. DMC —Cyber Center The Cyber Center Program will provide educational seminars and one-on-one advising to small and mid-size businesses who need assistance with developing and implementing process and procedures to secure the safety of their business information. ALTERNATIVES: The council could choose to not fund these agreements or could choose to fund them at a lesser amount. FINANCIAL IMPACT: The financial impact is an amount not to exceed $1,076,700.00 to be funded with the Type B Economic Development Fund in FY 2025. Funding Detail: Fund: 1146 Economic Development Fund Organization/Activity: 15020 Small Business Projects Mission Element: Project # (CIP Only): Account: 530000 Professional Services Expense Amount: $1,076,700.00 RECOMMENDATION: Staff recommends approval of these eight agreements in an amount not to exceed $1,076,700.00 to be funded by the Corpus Christi B Corporation in FY 2025. LIST OF SUPPORTING DOCUMENTS: Agreement - LiftFund Agreement - SCORE Agreement - Texas A&M Internship Agreement - Del Mar College Internship Agreement - Del Mar College—Apex Accelerator Agreement - Del Mar College— CRC Agreement - Del Mar College—SBDC Agreement - Del Mar College— Cyber Center SMALL BUSINESS INCENTIVES AGREEMENT BETWEEN THE CORPUS CHRISTI B CORPORATION AND LIFTFUND INC. FOR AN INTEREST BUY DOWN PROGRAM FOR SMALL BUSINESSES This Small Businesses Incentives Agreement for an Interest Buy Down Program for Small Businesses ("Agreement") is entered into between the Corpus Christi B Corporation ("Corporation") and LiftFund Inc., a Texas nonprofit corporation (collectively, "the Parties"). WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vernon's Texas Revised Civil Statutes (Development Corporation Act of 1979), now Title 12, Subtitle C1 (Chapters 501 —507), Texas Local Government Code, empowered local communities with the ability to adopt an optional local sales and use tax as a means of improving the economic health and prosperity of their citizens; WHEREAS, on November 8, 2016, residents of the City of Corpus Christi, Texas ("City") passed Proposition 1, Adopt Type B Sales Tax to Replace Expiring Portion of Type A Sales Tax, which authorized the adoption of a sales and use tax to be administered by a Type B Corporation at the rate of one-eighth of one percent to be imposed for 20 years with use of the proceeds for (1) 50% to the promotion and development of new and expanded enterprises to the full extent allowed by Texas law, (2) $500,000 annually for affordable housing, and (3) the balance of the proceeds for the construction, maintenance and repair of arterial and collector streets and roads; WHEREAS, the 1/8th cent sales tax authorized by passage of Proposition 1 was subsequently enacted by the City Council and filed with the State Comptroller of Texas, effective April 1, 2018, to be administered by the Corpus Christi B Corporation Board; WHEREAS, the Corpus Christi B Corporation exists for the purposes of encouraging and assisting entities in the creation of jobs for the citizens of Corpus Christi, Texas; WHEREAS, the Board of Directors of the Corporation ("Board"), on August 16, 2021, amended the Corporation's Guidelines and Criteria for Granting Business Incentives ("Type B Guidelines"), which the City Council approved on August 31, 2021; WHEREAS, Section 501.073 of The Act requires the City Council to approve all programs and expenditures of the Corporation; WHEREAS, LiftFund is a Texas nonprofit corporation whose principal mission is to provide loans to small business owners lacking access to commercial credit; WHEREAS, LiftFund anticipates, over the next twelve months, providing interest buy down to 5.5%for approximately 60 loans with an average value of$25,000 to low- and moderate-income micro and small business owners irCJb1!#i 7(j hristi with the anticipation of generating approximately 20 new full-time jobs; anc)/12/2024 WHEREAS, the Board has determined that it is in the best interests of the citizens of Corpus Christi, Texas that business development RInIN&Provided to LiftFund, through this contract with LiftFund, to be used by LiftFund to buy down the interest on commercial loans to 5.5% interest for small businesses and establish a small business grant program, both of which are anticipated to result in creation of new full-time jobs in the City of Corpus Christi; Page 1 of 10 09.06.2024.REVISED 2025 Liffund Agreement Final Small Business 9.6.24(LF edits v.2)(002).docx In consideration of the covenants, promises, and conditions stated in this Agreement, Corporation and LiftFund agree as follows: 1. Effective Date. The effective date of this Agreement ("Effective Date") is the latest date that either party executes this Agreement. 2. Term. The term of this Agreement is for one year from October 1, 2024, through September 30, 2025. Per the guidelines, LiftFund must reapply every year for the grant. 3. Interest Buy Down Program. a. In consideration for creation and maintenance of new jobs as provided in this Agreement, the Corporation agrees to pay LiftFund up to $150,000 for the Interest Buy-Down Program as follows: i. LiftFund must first receive a request for a loan from a small business or start-up company that has the ability to produce jobs in the future and is located in Corpus Christi or will be locating in Corpus Christi ('Business"). ii. The request from the applicant must include an affidavit stating that they have applied for normal financing from a bank, or similar lending institution, and have been denied a loan. iii. LiftFund shall review the request for a loan from the Business. iv. Upon LiftFund approval of a loan, LiftFund shall submit documentation, in a for acceptable to the Corporation, requesting funds to buy down the interest rate from the interest rate allowable per the underwriting criteria to 5.5% or 0% interest for loans related to recovery from damage caused by a hurricane. The Corporation authorizes an interest buy down up to 7% of the interest rate to finance the loan. Payment by Corporation shall not exceed $17,500 per loan and shall be calculated using the following formula: (Loan amount x interest rate to buy down to 5.5%) / 12 = N N x number of payments=interest buy down reimbursement to LiftFund for business loan. (The number of monthly payments shall not exceed sixty (60).) Example: ($10,000 x 7%) / 12 = 58.33 58.33 x 36 = $2,100 = amount to be reimbursed to LiftFund for business loan. v. The Corporation shall reimburse funds within 30 days after evidence of closing the loan is submitted. vi. The total funds available on an annual basis under the Interest Buy Down Program under this agreement are $150,000. Of the $150,000, up to $10,000 may be used for marketing, overhead, and administrative expenses related to the program. Page 2 of 10 09.06.2024. REVISED 2025 Liffund Agreement Final Small Business 9.6.24(LF edits v.2)(002).docx b. The loans assisted with the program must be within the range of$5,000 to $75,000. c. This program's goal is to result in the creation of one full-time job per every loan of at least $50,000 assisted with the Interest Buy Down Program. LiftFund shall make all reasonable efforts to ensure that the loan will result in the creation of one new full-time permanent job in the city of Corpus Christi. d. Businesses assisted through this program must be: i. A start-up or existing small business that is unable to obtain a loan from a traditional financial institution or unable to qualify for the total needed for a business loan through a bank or credit union, in which case LiftFund can loan the remaining amount with the buy down interest rate program in conjunction with the bank\credit union. ii. An existing small business that needs assistance to expand. iii. Any business assisted under the provisions of paragraphs i or ii of this subsection, must be: A. Located in or locating in Corpus Christi city limits. B. Current on payment of all sales taxes. C. Current on payment of all ad valorem taxes in the City of Corpus Christi. e. The following projects are ineligible for this program: i. Refinancing of existing loans or debt ii. Businesses located outside the Corpus Christi city limits iii. Home-based businesses iv. Loans to existing businesses which are not planning on expanding v. Business retention. f. LiftFund may use up to $150,000 to assist start-up and existing small businesses that have little or no access to traditional credit. g. LiftFund shall provide the Corporation with quarterly reports, in a form acceptable to the Corporation, to identify the loans made, name and address of the business receiving the loan, jobs created under the Interest Buy Down Program, and other reports as requested by the Corporation. h. LiftFund shall provide funds for operations and loan capital to implement and sustain the program in an amount it determines in its sole discretion to be appropriate. i. LiftFund shall develop loan underwriting criteria and payment terms and conditions for its loan program and provide to the Corporation. Page 3 of 10 09.06.2024.REVISED 2025 Liffund Agreement Final Small Business 9.6.24(LF edits v.2)(002).docx 4. Job Creation Qualification. a. In order to count as a created job under this Agreement, the job must pay wages at least as high as the median wage of the occupation in the Corpus Christi MSA as determined by Texas Workforce Commission's Texas Industry Profiles report. b. A "job" is defined in the Type B Guidelines as a full-time employee, contractor, consultant, or leased employee who has a home address in the Corpus Christi MSA. c. LiftFund agrees to confirm and document to the Corporation that each job created as a result of funding provided by this Agreement is maintained throughout the term of the loan to the Business. d. LiftFund agrees to provide Corporation with a sworn certificate by authorized representative of each small business assisted under this Agreement certifying the number of full-time permanent employees employed by the small business. e. LiftFund shall ensure that the Corporation is allowed reasonable access to personnel records of the small businesses assisted under this Agreement. 5. Buy Local Provision. a. LiftFund agrees to use its best efforts to give preference and priority to local manufacturers, suppliers, contractors, and labor, except where not reasonably possible to do so without added expense, substantial inconvenience, or sacrifice in operating efficiency. b. For the purposes of this section, the term "local" as used to describe manufacturers, suppliers, contractors, and labor includes firms, businesses, and persons who reside in or maintain an office within a 50-mile radius of Nueces County. 6. Warranties. LiftFund warrants and represents to Corporation the following: a. LiftFund is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas, and further has all corporate power and authority to carry on its business as presently conducted in Corpus Christi, Texas. b. LiftFund has the authority to enter into and perform, and will perform, the terms of this Agreement. c. LiftFund has timely filed and will timely file all local, State, and Federal tax reports and returns required by laws to be filed and all Texas, assessments, fees, and other governmental charges, including applicable ad valorem taxes, have been timely paid, and will be timely paid, during the term of this Agreement. d. LiftFund has received a copy of the Act and acknowledges that the funds granted in this Agreement must be utilized solely for purposes authorized under State law and by the terms of this Agreement. Page 4 of 10 09.06.2024. REVISED 2025 LiftFund Agreement Final Small Business 9.6.24(LF edits v.2)(002).docx e. If an audit determines that the funds were not used for authorized purposes, LiftFund agrees to reimburse Corporation for the sums of money spent for purposes not authorized by law within 30 days written notice requesting reimbursement. f. The parties executing this Agreement on behalf of LiftFund are duly authorized to execute this Agreement on behalf of LiftFund. g. LiftFund does not and agrees that it will not knowingly employ an undocumented worker. If, after receiving payments under this Agreement, LiftFund is convicted of a violation under 8 U.S.C. Section 1324a(f , LiftFund shall repay the payments at the rate and according to the terms as specified by City Ordinance, as amended, not later than the 1201h day after the date LiftFund has been notified of the violation. 7. Compliance with Laws. LiftFund shall observe and obey all applicable laws, ordinances, regulations, and rules of the Federal, State, county, and city governments. 8. Non-Discrimination. LiftFund covenants and agrees that LiftFund will not discriminate nor permit discrimination against any person or group of persons, with regard to employment and the provision of services at, on, or in the Facility, on the grounds of race, religion, national origin, marital status, sex, age, disability, or in any manner prohibited by the laws of the United States or the State of Texas. 9. Force Majeure. If the Corporation or LiftFund is prevented, wholly or in part, from fulfilling its obligations under this Agreement by reason of any act of God, unavoidable accident, acts of enemies, fires, floods, governmental restraint or regulation, other causes of force majeure, or by reason of circumstances beyond its control, then the obligations of the Corporation or LiftFund are temporarily suspended during continuation of the force majeure. If either party's obligation is affected by any of the causes of force majeure, the party affected shall promptly notify the other party in writing, giving full particulars of the force majeure as soon as possible after the occurrence of the cause or causes relied upon. 10. Assignment. LiftFund may not assign all or any part of its rights, privileges, or duties under this Agreement without the prior written approval of the Corporation and City. Any attempted assignment without approval is void, and constitutes a breach of this Agreement. 11. Indemnity. LiftFund covenants to fully indemnify,save, and hold harmless the Corporation, the City, their respective officers, employees, and agents ("Indemnitees") against all liability, damage, loss, claims demands, and actions of any kind on account of personal injuries (including, without limiting the foregoing, workers' compensation and death claims), or property loss or damage of any kind, which arise out of solely from LiftFund's activities conducted under this Agreement. LiftFund must, at its own expense, investigate all of the foregoing claims and demands, attend to their settlement or other disposition, defend all actions based on those claims and demands with counsel satisfactory to Indemnitees, and pay all charges of attorneys and all other cost and expenses of any kind arising from the liability, damage, loss, claims, demands, or actions described in the foregoing. Indemnification is not applicable for any settlement, final judgment or award rendered in connection with a claim, suit, action or proceeding in which the final judgment or award, or for purposes of settlement the available evidence established by the preponderance of the evidence, that any Indemnitee is liable in whole or in part for the claims or causes of action asserted by a third party. Page 5 of 10 09.06.2024. REVISED 2025 LiftFund Agreement Final Small Business 9.6.24(LF edits v.2)(002).docx 12. Events of Default. The following events constitute a default of this Agreement: a. Failure of LiftFund to timely, fully, and completely comply with any one or more of the requirements, obligations, duties, terms, conditions, or warranties of this Agreement. b. The Corporation or City determines that any representation or warranty on behalf of LiftFund contained in this Agreement or in any financial statement, certificate, report, or opinion submitted to the Corporation in connection with this Agreement was incorrect or misleading in any material respect when made. c. Any judgment is assessed against LiftFund or any attachment or other levy against the property of Liffund with respect to a claim remains unpaid, undischarged, or not dismissed for a period of 30 days. d. LiftFund makes an assignment for the benefit of creditors. e. Liffund files a petition in bankruptcy, or is adjudicated insolvent or bankrupt. f. If taxes owed by Liffund become delinquent, and LiftFund fails to timely and properly follow the legal procedures for protest or contest. g. Liffund changes the general character of business as conducted of the date this Agreement is approved by the Corporation. 13. Notice of Default. Should the Corporation or City determine that LiftFund is in default according to the terms of this Agreement, the Corporation or City shall notify Liffund in writing of the event of default and provide 60 days from the date of the notice ("Cure Period") for Liffund to cure the event of default. 14. Results of Uncured Default. After exhausting good faith attempts to address any default during the cure Period, and taking into account any extenuating circumstances that might have occurred through no fault of LiftFund, as determined by the Board of Directors of the Corporation, the following actions must be taken for any default that remains uncured after the Cure Period. a. LiftFund shall immediately repay all funds paid by Corporation under this Agreement that have not been expended, allocated, or committed in connection with the Program. b. Liffund shall pay Corporation reasonable attorney fees and costs of court to collect amounts due to Corporation. c. The Corporation shall have no further obligations to Liffund under this Agreement. d. Neither the City nor the Corporation may be held liable for any consequential damages. e. The Corporation may pursue all remedies available under law. Page 6 of 10 09.06.2024. REVISED 2025 Liffund Agreement Final Small Business 9.6.24(LF edits v.2)(002).docx 15. No Waiver. a. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, constitutes a waiver of any subsequent breach of the covenant or condition of the Agreement. b. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, justifies or authorizes the nonobservance on any other occasion of the covenant or condition or any other covenant or condition of this Agreement. c. Any waiver or indulgence of LiftFund' default may not be considered an estoppel against the Corporation. d. It is expressly understood that if at any time LiftFund is in default in any of its conditions or covenants of this Agreement, the failure on the part of the Corporation to promptly avail itself of the rights and remedies that the Corporation may have, will not be considered a waiver on the part of the Corporation, but Corporation may at any time avail itself of the rights or remedies or elect to terminate this Agreement on account of the default. 16. LiftFund specifically agrees that Corporation shall only be liable to Liffund for the actual amount of the money grants to be conveyed to LiftFund, and shall not be liable to LiftFund for any actual or consequential damages, direct or indirect, interest, attorney fees, or cost of court for any act of default by Corporation under the terms of this agreement. Payment by Corporation is strictly limited to those funds so allocated, budgeted, and collected solely during the grant term of this agreement, being October 1, 2024, through September 30, 2025. Corporation shall use its best efforts to anticipate economic conditions and to budget accordingly. However, it is further understood and agreed that, should the actual total sales tax revenue collected for any one year be less than the total amount of grants to be paid to all contracting parties with Corporation for that year, then in that event, all contracting parties shall receive only their pro rata share of the available sales tax revenue for that year, less Corporation's customary and usual costs and expenses, as compared to each contracting parties' grant amount for that year, and Corporation shall not be liable to for any deficiency at that time or at any time in the future. In this event, Corporation will provide all supporting documentation, as requested. Payments to be made shall also require a written request from LiftFund to be accompanied by all necessary supporting documentation. THIS SECTION DOES NOT APPLY WHERE LOSSES RESULT FROM BREACH OF CONFIDENTIALITY, REFUSAL TO PERFORM, DEATH, BODILY INJURY, DAMAGE TO PERSONAL PROPERTY, VIOLATION OF APPLICABLE LAW, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 17. Notices. a. Any required written notices shall be sent mailed, certified mail, postage prepaid, addressed as follows: LiftFund: LiftFund Inc. Attn.: Amy Hereford, President & CEO 2014 S. Hackberry St. San Antonio, Texas 78210 Page 7 of 10 09.06.2024.REVISED 2025 LiftFund Agreement Final Small Business 9.6.24(LF edits v.2)(002).docx Corporation: Corpus Christi B Corporation Attn.: Executive Director 1201 Leopard Street Corpus Christi, Texas 78401 b. A copy of all notices and correspondence must be sent the City at the following address: City of Corpus Christi Attn.: City Manager P.O. Box 9277 Corpus Christi, Texas 78469-9277 c. Notice is effective upon deposit in the United States mail in the manner provided above. 18. Incorporation of other documents. The Corpus Christi B Corporation Guidelines and Criteria for Granting Business Incentives ("Corporation Guidelines"), as amended, are incorporated into this Agreement. 19. Amendments or Modifications. No amendments or modifications to this Agreement may be made, nor any provision waived, unless in writing signed by a person duly authorized to sign agreements on behalf of each party. 20. Relationship of Parties. In performing this Agreement, both the Corporation and LiftFund will act in an individual capacity, and not as agents, representatives, employees, employers, partners, joint-venturers, or associates of one another. The employees or agents of either party may not be, nor be construed to be, the employees or agents of the other party for any purpose. 21. Captions. The captions in this Agreement are for convenience only and are not a part of this Agreement. The captions do not in any way limit or amplify the terms and provisions of this Agreement. 22. Severability. a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Agreement or the application of this Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the definite intent of the parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word of this Agreement be given full force and effect for its purpose. b. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Agreement, then the remainder of this Agreement is not affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Agreement automatically. Page 8 of 10 09.06,2024.REVISED 2025 LiftFund Agreement Final Small Business 9.6.24(LF edits v.2)(002).docx 23. Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas. 24. Sole Agreement. This Agreement constitutes the sole agreement between Corporation and LiftFund. Any prior agreements, promises, negotiations, or representations, verbal or otherwise, not expressly stated in this Agreement, are of no force and effect. 25. Survival of terms of agreement and obligations of parties. The terms of this agreement and the obligation of the parties relating to the Interest Buy Down Program shall survive the termination of this agreement. Page 9 of 10 09.06.2024. REVISED 2025 LiftFund Agreement Final Small Business 9.6.24(LF edits v.2)(002).docx APPROVED AS TO FORM: 6th day of September, 2024. Jacqueline Salinas-Bazan Assistant City Attorney For City Attorney Corpus Christi B Corporation By. Lo' _ Leah Pagan varn President Date: Attest: By: 4 �— ecca Huerta Assistant Secretary LiftFund Inc. By: Adam Henson COO Date: THE STATE OF TEXAS § COUNTY OF BEXAR § This instrument was acknowledged before me on , 2024, by Adam Henson, COO un Inc., a Texas non-•profit corpo ation, on behalf of the corporation. s� Priscilla Ann Dupre My commission Expires 0 ubl' • + 114/2027 State of exas — Notary ID134126774 Page 10 of 10 09.06.2024.REVISED 2025 Liffund Agreement Final Small Business 9.6.24(LF edits v.2)(002).docx Docusign Envelope ID:F1AAAFAC-AB9C-446F-B870-EA4D41176113F SMALL BUSINESS INCENTIVES AGREEMENT BETWEEN THE CORPUS CHRISTI B CORPORATION AND SERVICE CORPS OF RETIRED EXECUTIVES CHAPTER 221 FOR JOB TRAINING This Small Businesses Incentives Agreement ("Agreement") is entered into between the Corpus Christi B Corporation ("Corporation") and Service Corps of Retired Executives Chapter 221, a Washington D.C. nonprofit corporation ("SCORE"). WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vernon's Texas Revised Civil Statutes (Development Corporation Act of 1979), now Title 12, Subtitle C1 (Chapters 501 —507), Texas Local Government Code, empowered local communities with the ability to adopt an optional local sales and use tax as a means of improving the economic health and prosperity of their citizens; WHEREAS, on November 8, 2016, residents of the City of Corpus Christi, Texas ("City") passed Proposition 1, Adopt Type B Sales Tax to Replace Expiring Portion of Type A Sales Tax, which authorized the adoption of a sales and use tax to be administered by a Type B Corporation at the rate of one-eighth of one percent to be imposed for 20 years with use of the proceeds for(1)50% to the promotion and development of new and expanded enterprises to the full extent allowed by Texas law, (2) $500,000 annually for affordable housing, and (3) the balance of the proceeds for the construction, maintenance and repair of arterial and collector streets and roads; WHEREAS, the 1/8th cent sales tax authorized by passage of Proposition 1 was subsequently enacted by the City Council and filed with the State Comptroller of Texas, effective April 1, 2018, to be administered by the Corpus Christi B Corporation Board; WHEREAS,the Corpus Christi B Corporation exists for the purposes of encouraging and assisting entities in the creation of jobs for the citizens of Corpus Christi, Texas. WHEREAS, the Board of Directors of the Corporation ("Board"), on August 16, 2021, amended the Corporation's Guidelines and Criteria for Granting Business Incentives ("Type B Guidelines"), which the City Council approved on August 31, 2021; WHEREAS, Section 501.073 of The Act requires the City Council to approve all programs and expenditures of the Corporation; WHEREAS, SCORE will provide assistance to small businesses, persons, and entities desiring to begin and operate a small business in Corpus Christi by mentoring clients; conducting workshops; and advising clients as to business plans, pro-forma statements, forms of business entity, financial implications of business decisions, and all other aspects of small business operations; WHEREAS, SCORE proposes to retain an executive assistant/coordinator to assist SCORE volunteers in administrating the assistance program; and WHEREAS, the Board has determined that it is in the best interests of the citizens of Corpus Christi, Texas that business development funds be provided to SCORE, through this Agreement with SCORE, to be used by SCORE to provide assistance to small businesses. Page 1 of 8 $d9ff7d59ba2b$CCD3F04DE87A449FB037F6DB30999F61.docx Donuoign Envelope ID:F1 117618F |n consideration of the covenants, promises, and conditions stated in this AmremrneOt �o,no�� and SCORE agree nofoUmwo: Agreement, Corporation 1. Effecbeffectiveve Date. The effective date of this Aoranrnmnt /^�fhautiwm Date") is the latest date that either pa[lyeXeoVteoth|mAnnmerneO1. - ` ' 2. Term. The tann of this Agreement is for one year from October 1 �U24 through September 30. 2025. ParthaQVideUDea, f�C(]F�EU1uatnyapp|yavaryyearforth` �' the grant. 3. Performance Requirements and Grants. The Performance RmqU/ronneDtoa�d (�r� �o listed below: D are below: w Corporation will reimburse SCORE by grant for all direct expenses related to the project. The total reimbursements may not exceed $8 8.7WO' SCORE may expend Up tomu'n5uoUt of the $80'700 for promotion of the project. p SCORE will provide 1'020 hours of general and technical services tosmall businessesthmough volunteer counselors. w SCORE agrees to the following reporting and monitoring provimiono and failure tofuUy and UVle|yconnp|yxvithany one raqujraMUaDtioaD act ofdefaub ' • G(�C�/�E shaUprovide qUartmdyropo�son its pe�onnancermqui-'"mnmnto The nepor�mnuat document: ' o Number of face to face consultations between SCORE volunteers and small business owners orprospective owners. o Number of workshops with description of workshop and number of attendees o Number of small business owners or promp���ive owmero »« o h ' noVnsdinQbyennaUor on-line oer�ceG. were provided � SCORE, during normal working hours, at its Corpus Christi, Texas, facility, shall allow and its dee|QDam. the Corpus Christi Regional Economic Development Corporation r'(���F�ED[|"\, naaaoDeb|a auoeea to S��(���E'aarDp|""opnlmDt records and books' to verify employment and all other relevant records related to each of the other economic development considerations and incentives, as stated in this agreement, but | the confidentiality of records and information shall be rD °x maintained Corporation and CCREDC. unless the records and information shall ba required issued subpoena, or at the direction of the [JfOoaofthe Texas 8�orDmyGeneral. 4. Utilization mf Local Contractors and Suppliers. SCORE agree to exercise reuaoD8�|a eMoin utilizing |OCo| contractors and suppliersn the construction of f �h�� � " Project, except vhan5 notFeasoO8bk/ possible to do so without added expoDae, oUbet@O1|a| inconvenience, or sacrifice iDoparaUngoff/o|aDcyin the normal course of business,with a goal of5O " °' the total doUaramount ofoU construction contracts and supply agreements being paid to local contractors and suppliers. For the purposes of this oa[dioD' the term ^|oca|` 8m used tmdeachbe manufacturers, suppliers, contractors, and labor includes firms, businesses, and persons who reside|Dor maintain an office within o5O mile radius ofNUeca~ ~"unb/' SCORE agrees, during the of the Project documenting the efforts of SCORE to comply with the Local RoqVioe/ u/ t' and toprovide an annual report to the City Manager or from which the City Manager o[ designee shall determine if SCORE |eincompliance with this requirement. FQi|U[8 to SUb8t8Ot/8UV 0Onlp|V with this [eqWiFeOOaMt in the Go|a determination of the City Manager or designee, shall be a default hereunder. ' Page 2 of $d9V7d59ba2b*CCD3Fo4DE87A449F8o37F6DB30999F61dvux Docusign Envelope ID:F1AAAFAC-AB9CA46F-BB70-EA4D411761BF 5. Utilization of Disadvantaged Business Enterprises (`DBE'). SCORE agrees to exercise reasonable efforts in utilizing contractors and suppliers that are determined to be disadvantaged business enterprises, including minority business enterprises women-owned business enterprises and historically-underutilized business enterprises. In order to qualify as a business enterprise under this provision, the firm must be certified by the City, the Regional Transportation Authority or another governmental entity in the jurisdiction of the home office of the business as complying with state or federal standards for qualification as such an enterprise. SCORE agrees to a goal of 30% of the total dollar amount of all construction contracts and supply agreements being paid to disadvantaged business enterprises, with a priority made for disadvantaged business enterprises which are local. SCORE agrees, during the construction of the Project and for four years after Completion, to maintain written records documenting the efforts of SCORE to comply with the DBE Requirement, and to provide an annual report to the City Manager or. designee, from which the City Manager or designee shall determine if SCORE is in compliance with this requirement. Failure to substantially comply with this requirement, in the sole determination of the City Manager' or designee, shall be a default hereunder. For the purposes of this section, the term "local" as used to describe contractors and suppliers that are determined to be disadvantaged business enterprises, including minority business enterprises women-owned business enterprises and historically-underutilized business enterprises includes firms, businesses, and persons who reside in or maintain an office within a 50 mile radius of Nueces County. 6. Living Wage Requirement. In order to count as a permanent full-time job under this agreement, the job should provide a "living wage" for the employee. The target living wage under this agreement is that annual amount equal or greater than poverty level for a family of three, established by the U.S. Depqrtment of Health and Human Services Poverty Guidelines, divided by 2,080 hours per year for that year. 7. Health Insurance. To qualify for this incentive, an employer shall certify that it has offered a health insurance program for its employees during the term of the Agreement. 8. Warranties. SCORE warrants and represents to Corporation the following: a. SCORE is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas, has all corporate power and authority to carry on its business as presently conducted in Corpus Christi, Texas. b. SCORE has the authority to enter into and perform, and will perform, the terms of this Agreement to the best of its ability. c. SCORE has timely filed and will timely file all local, State, and Federal tax reports and returns required by laws to be filed and all Texas, assessments, fees, and other governmental charges, including applicable ad valorem taxes, have been timely paid, and will be timely paid, during the term of this Agreement. d. SCORE has received a copy of the Act, and acknowledges that the funds granted in this Agreement must be utilized solely for purposes authorized under State law and by the terms of this Agreement. e.The person executing this Agreement on behalf of SCORE is duly authorized to execute this Agreement on behalf of SCORE. f. SCORE does not and agrees that it will not knowingly employ an undocumented worker. If, after receiving payments under this Agreement, SCORE is convicted of a violation under 8 U.S.C. Section 1324a(f), SCORE shall repay the payments received under this Agreement to the City,with interest at the Wall Street Journal Prime Rate, not later than the 120th day after the date SCORE has been notified of the violation. Page 3 of 8 $d9ff7d59ba2b$CCD3F04DE87A449FB037F6DB30999F61.docx Docusign Envelope ID:F1AAAFAC-AB9C-446F-B870-EA4D411761BF 9. Compliance with Laws. During the Term of this Agreement, SCORE shall observe and obey all applicable laws, ordinances, regulations, and rules of the Federal, State, county, and city governments. 10. Non-Discrimination. SCORE covenants and agrees that SCORE will not discriminate nor permit discrimination against any person or group of persons, with regard to employment and the provision of services at, on, or in the Facility, on the grounds of race, religion, national origin, marital status, sex, age, disability, or in any manner prohibited by the laws of the United States or the State of Texas. 11. Force Majeure. If the Corporation or SCORE is prevented, wholly or in part, from fulfilling its obligations under this Agreement by reason of any act of God, unavoidable accident, acts of enemies, fires, floods, governmental restraint or regulation, other causes of force majeure, or by reason of circumstances beyond its control, then the obligations of the Corporation or SCORE are temporarily suspended during continuation of the force majeure. If either party's obligation is affected by any of the causes of force majeure, the party affected shall promptly notify the other party in writing,giving full particulars of the force majeure as soon as possible after the occurrence of the cause or causes relied upon. 12. Assignment. SCORE may not assign all or any part of its rights, privileges, or duties under this Agreement without the prior written approval of the Corporation and City. Any attempted assignment without approval is void and constitutes a breach of this Agreement. 13. lndemnity. SCORE covenants to fully indemnify, save, and hold harmless the Corporation, the City, their respective officers, employees, and agents ("lndemnitees') against all liability, damage, loss, claims demands, and actions of any kind on account of personal injuries (including, without limiting the foregoing, workers' compensation and death claims), or property loss or damage of any kind, which arise out of or are in any manner connected with, or are claimed to arise out of or be in any manner connected with SCORE activities conducted under or incidental to this Agreement, including any injury, loss or damage caused by the sole or contributory negligence of any or all of the lndemnitees. SCORE must, at its own expense, investigate all those claims and demands, attend to their settlement or other disposition, defend all actions based on those claims and demands with counsel satisfactory to lndemnitees, and pay all charges of attorneys and all other cost and expenses of any kind arising from the liability, damage, loss, claims, demands, or actions. 14. Events of Default by SCORE. The following events constitute a default of this Agreement by SCORE: a.The Corporation or City determines that any representation or warranty on behalf of SCORE contained in this Agreement or in any financial statement, certificate, report, or opinion Page 4 of 8 $d9ff7d59ba2b$CCD3F04DE87A449FB037F6DB30999F61.docx Docusign Envelope ID:FIAAAFAC-AB9C-446F-B870-EA4D411761BF submitted to the Corporation in connection with this Agreement was incorrect or misleading in any material respect when made; b. Any judgment is assessed against SCORE or any attachment or other levy against the property of SCORE with respect to a claim remains unpaid, undischarged, or not dismissed for a period of 120 days. c. SCORE makes an assignment for the benefit of creditors. d. SCORE files a petition in bankruptcy, or is adjudicated insolvent or bankrupt. e. If taxes owed by SCORE become delinquent, and SCORE fails to timely and properly follow the legal procedures for protest or contest. f. SCORE changes the general character of business as conducted as of the date this Agreement is approved by the Corporation. g. SCORE fails to comply with one or more terms of this Agreement. 15. Notice of Default. Should the Corporation or City determine that SCORE is in default according to the terms of this Agreement, the Corporation or City shall notify SCORE in writing of the event of default and provide 60 days from the date of the notice ("Cure Period)))for SCORE to cure the event of default. 16. Results of Uncured Default by SCORE. After exhausting good faith attempts to address any default during the Cure Period, and taking into account any extenuating circumstances that might have occurred through no fault of SCORE, as determined by the Board of Directors of the Corporation, the following actions must be taken for any default that remains uncured after the Cure Period. a. SCORE shall immediately repay all funds paid by Corporation to them under this Agreement. b. SCORE shall pay Corporation reasonable attorney fees and costs of court to collect amounts due to Corporation if not immediately repaid upon demand from the Corporation. c. Upon payment by SCORE of all sums due, the Corporation and SCORE shall have no further obligations to one another under this Agreement. 17. No Waiver. a. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, constitutes a waiver of any subsequent breach of the covenant or condition of the Agreement. b. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, justifies or authorizes the nonobservance on any other occasion of the covenant or condition or any other covenant or condition of this Agreement. c. Any waiver or indulgence of SCORE's default may not be considered an estoppel against the Corporation. d. It is expressly understood that if at any time SCORE is in default in any of its conditions or covenants of this Agreement, the failure on the part of the Corporation to promptly avail itself of the rights and remedies that the Corporation may have, will not be considered a waiver on the part of the Corporation, but Corporation may at any time avail itself of the rights or remedies or elect to terminate this Agreement on account of the default. 18. SCORE specifically agrees that Corporation shall only be liable to SCORE for the actual amount of the money grants to be conveyed to SCORE, and shall not be liable to SCORE for any actual or consequential damages, direct or indirect, interest, attorney fees, or cost of court Page 5 of 8 $d9ff7d59ba2b$CCD3F04DE87A449F B037 F6DB30999F61.docx Docusign Envelope ID:FIAAAFAC-AB9C-446F-8870-EA4D411761BF for any act of default by Corporation under the terms of this Agreement. Payment by Corporation is strictly limited to those funds so allocated, budgeted, and collected solely during the grant term of this Agreement. Corporation shall use its best efforts to anticipate economic conditions and to budget accordingly. However, it is further understood and agreed that, should the actual total sales tax revenue collected for any one year be less than the total amount of grants to be paid to all contracting parties with Corporation for that year, then in that event, all contracting parties shall receive only their pro rata share of the available sales tax revenue for that year, less Corporation's customary and usual costs and expenses, as compared to each contracting parties' grant amount for that year, and Corporation shall not be liable to for any deficiency at that time or at any time in the future. In this event, Corporation will provide all supporting documentation, as requested. Payments to be made shall also require a written request from SCORE to be accompanied by all necessary supporting documentation. 19. The parties mutually agree and understand that funding under this Agreement is subject to annual appropriations by the City Council; that each fiscal year's funding must be included in the budget for that year; and the funding is not effective until approved by the City'Council. 20. Notices. a.Any required written notices shall be sent mailed, certified mail, postage prepaid, addressed as follows: SCORE Chapter 221: SCORE 221 Chapter Chair 5350 S. Staples St., Suite 333-E Corpus Christi, TX 78411 Corporation: Corpus Christi B Corporation Attn.: Executive Director 1201 Leopard Street Corpus Christi, Texas 78401 b. A copy of all notices and correspondence must be sent the City at the following address: City of Corpus Christi Attn.: City Manager P.O. Box 9277 Corpus Christi, Texas 78469-9277 c. Notice is effective upon deposit in the United States mail in the manner provided above. 21. Incorporation of other documents. The Type B Guidelines, as amended, are incorporated into this Agreement. 22. Amendments or Modifications. No amendments or modifications to this Agreement may be made, nor any provision waived, unless in writing signed by a person duly authorized to sign Agreements on behalf of each party. Page 6 of 8 $d9ff7d59ba2b$CCD3F04DE87A449FB037 F6 DB30999F61.docx Docusign Envelope ID:FIAAAFAGAB9C-446F-B870-EA4D411761BF 23. Relationship of Parties. In performing this Agreement, both the Corporation and SCORE will act in an individual capacity, and not as agents, representatives, employees, employers, partners, joint-venturers, or associates of one another. The employees or agents of either party may not be, nor be construed to be, the employees or agents of the other party for any purpose. 24. Captions. The captions in this Agreement are for convenience only and are not a part of this Agreement. The captions do not in any way limit or amplify the terms and provisions of this Agreement. 25. Severability. a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Agreement or the application of this Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the definite intent of the parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word of this Agreement be given full force and effect for its purpose. b. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Agreement, then the remainder of this Agreement is not affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Agreement automatically. 26. Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas. 27. Sole Agreement. This Agreement constitutes the sole Agreement between Corporation and SCORE. Any prior Agreements, promises, negotiations, or representations, verbal or otherwise, not expressly stated in this Agreement, are of no force and effect. 28. Survival of terms of Agreement and obligations of parties. The terms of this Agreement and the obligation of the parties relating to Section 14.a and b shall survive the termination of this Agreement. Page 7 of 8 $d9Ff7d59ba2b$CCD3F04DE87A449FB037F6DB30999F61.docx Docusign Envelope ID:F1AAAFAC-AB9C-446F-B870-EA4D411761BF APPROVED AS TO F RM: 15 day of August, 2024. a ueline Salinas-Bazan Assistant City Attorney For City Attorney Corpus Christi B Corporation By: l l� Leah Paganjblivarri President Date: 0't W !?z 02© Attest: B . av Y Rebecca Huerta Assistant Secretary Servic C,R&,QfyRetired Executives Chapter 221 By: /'Jxu� Fa�rtv�__ De ie :'rnaOquindez c Peluso SCORE Chapter Chairvp Finance Date: 8/20/2024 / e122�20.2, THE STATE OF TEXAS § COUNTY OF NUECES § / This instrument was acknowledged before me on �l �� 2024, by Debbie Fernandez, as Chair of Service Corps of Retired Executive Chapter 221, a Washington D.C. non- profit corporatio , on behalf of the corporation. MANUEL GARCIA ORTEGA Notary Public =• M Notary ID#6949252 State of Texas :�1 '� y Expires July 15,2025 Page 8 of 8 $d9ff7d59ba2b$CCD3F04DE87A449FB037F6DB30999F61.docx SMALL BUSINESS INCENTIVES AGREEMENT BETWEEN THE CORPUS CHRISTI B CORPORATION AND TEXAS A&M UNIVERSITY—CORPUS CHRISTI FOR AN INTERN PROGRAM TO SUPPORT SMALL BUSINESSES This Small Business Incentives Agreement for("Agreement") is entered into between the Corpus Christi B Corporation ("Corporation") and Texas A&M University — Corpus Christi, a member of The Texas A&M University System, an agency of the State of Texas, a Texas institution of higher education ("TAMU-CC"). WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vernon's Texas Revised Civil Statutes(Development Corporation Act of 1979), now Title 12, Subtitle C1 (Chapters 501 —507), Texas Local Government Code, empowered local communities with the ability to adopt an optional local sales and use tax as a means of improving the economic health and prosperity of their citizens; WHEREAS, on November 8, 2016, residents of the City of Corpus Christi, Texas ("City") passed Proposition 1, Adopt Type B Sales Tax to Replace Expiring Portion of Type A Sales Tax, which authorized the adoption of a sales and use tax to be administered by a Type B Corporation at the rate of one-eighth of one percent to be imposed for 20 years with use of the proceeds for(1) 50% to the promotion and development of new and expanded enterprises to the full extent allowed by Texas law, (2) $500,000 annually for affordable housing, and (3)the balance of the proceeds for the construction, maintenance and repair of arterial and collector streets and roads; WHEREAS, the 1/8th cent sales tax authorized by passage of Proposition 1 was subsequently enacted by the City Council and filed with the State Comptroller of Texas, effective April 1, 2018, to be administered by the Corpus Christi B Corporation Board; WHEREAS, the Corpus Christi B Corporation exists for the purposes of encouraging and assisting entities in the creation of jobs for the citizens of Corpus Christi, Texas; WHEREAS, the Board of Directors of the Corporation ("Board"), on August 16, 2021, amended the Corporation's Guidelines and Criteria for Granting Business Incentives("Type B Guidelines"), which the City Council approved on August 31, 2021; WHEREAS, Section 501.073 of The Act requires the City Council to approve all programs and expenditures of the Corporation; WHEREAS, TAMU-CC has requested business development funds from the Board to assist businesses by providing access to students, who will serve as interns in professional level positions; WHEREAS, the small businesses will pay student interns minimum wage (currently $7.25 per hour)and TAMU-CC will match the business contribution up to $7.25 per hour. WHEREAS, the interns will be selected based on the needs of the small businesses with the goal of providing the small businesses with resources that make the small businesses more effective and provide growth opportunities; WHEREAS, the primary goal of the program is to provide support to small businesses in Corpus Christi that will encourage growth, retention, economic development, and job creation; Page 1 of 10 WHEREAS, the goal of the project is the creation of 1 new full time job for every 10 internship positions funded (a 10% new job "return on investment"); WHEREAS, a secondary benefit of the small business intern program is providing students real- world experience, while they are making a living wage without working extended hours and developing potential full-time employment opportunities following graduation; In consideration of the covenants, promises, and conditions stated in this Agreement, Corporation and TAMU-CC agree as follows: 1. Effective Date. The effective date of this Agreement ("Effective Date") is the latest date that either party executes this Agreement. 2. Term. The term of this Agreement shall be for a period of January 1, 2025, through December 31, 2025. 3. Grant. a. The Corporation will grant TAMU-CC an incentive of up to$150,000.00,which must be used to fund up to$7.25 per hour the salary of up to a total of the interns during the Spring Semester of 2025, Summer Session in 2025, and the Fall Semester 2025, and the entire salary on two interns hired to help administer the program during the Fall and Spring Semesters and Summer Session. The interns will be paid at least$14.50 per hour, while participating in TAMU-CC's Small Business Employer Intern Program. b. The Corporation's grant is conditioned upon TAMU-CC's successful completion of the terms of this Agreement. c. The Corporation's grant shall be paid in monthly installments based upon evidence of the amount paid by TAMU-CC to the small business employers during the prior month. 4. TAMU-CC's Duties and Responsibilities. a. TAMU-CC shall provide administrative oversight and direct supervision for the placement of interns in the TAMU-CC's Business Employer Intern Program. b. TAMU-CC shall create and maintain not less than two part-time intern (2) employment positions to assist in the Business Employer Intern Program in Corpus Christi, Nueces County, Texas, during the term of this Agreement. The intern must be paid $12.25 per hour. c. TAMU-CC shall place part-time interns with businesses in Corpus Christi. (1) Since the primary goal of the TAMU-CC's Business Employer Intern Program is to provide support to small businesses in Corpus Christi that will encourage growth, retention, economic development, and job creation, placements must be based on the needs of the small business with the goal of providing the small business with resources that make the business more effective and provide growth opportunities for the businesses. Page 2 of 10 (2)Additionally, interns may be placed at companies that need work skills that have been supported by the Corporation such as Process and Instrumentation and Aviation skills. (3) For the purpose of this section a small business may include chambers of commerce, non-profit organizations, and other entities that will use the intern to assist existing, start-up, and home based small businesses in the City; recruit new small business to the City; assist the expansion of existing small businesses in the City; help entrepreneurs create start-up businesses; or help the owners and managers of small businesses develop their businesses. (4)TAMU-CC shall require that small businesses fill out a survey at the end of each internship as a condition of being allowed to participate in this program. d. TAMU-CC shall ensure that the business employer of each intern pays the student intern the minimum wage, and TAMU-CC shall match the small business employer's payments to the interns up to$7.25 per hour. e. TAMU-CC shall try to place the interns for 19 hours per week and 12 weeks per semester or summer session. f. TAMU-CC shall work with the businesses that receive interns under the program to encourage the creation of permanent full-time jobs for the interns or similarly qualified individuals. 5. Job Creation/Training Qualification. a. In order to count as a created job under this Agreement, the job must pay wages at least as high as the wages required by Section 501.162 of the Act, which is the median wage of the occupation in the Corpus Christi MSA as determined by Texas Workforce Commission's Texas Industry Profiles report. b. In order to qualify for funds to provide job training under this Agreement, TAMU-CC agrees to create new jobs that pay wages at least as high as the wages required by Section 501.162 of the Act, which is the median wage of the occupation in the Corpus Christi MSA as determined by Texas Workforce Commission's Texas Industry Profiles report. c. A "job" is defined in the Type B Guidelines as a full-time employee, contractor, consultant, or leased employee who has a home address in the Corpus Christi Metropolitan Statistical Area ("MSA"). d. TAMU-CC agrees to confirm and document to the Corporation that the minimum number of jobs created as a result of funding provided by this Agreement is maintained throughout the term by the Business. e. TAMU-CC agrees to provide Corporation with a sworn certificate by an authorized representative of each business assisted under this Agreement certifying the number of full-time permanent employees employed by the business. Page 3 of 10 f. TAMU-CC shall ensure that the Corporation is allowed reasonable access to personnel records of the businesses assisted under this Agreement. 6. Reports and Monitoring. a. TAMU-CC shall provide a report at the end of each semester or summer session certifying the status of compliance through the life of the Agreement. Documentation for jobs may be in the form of quarterly IRS 941 returns, TAMUCC employer Quarterly Reports, or employee rosters and other reports listed below: i. number of interns ii. name of companies using interns iii. intern duties iv. whether the intern received a job at that company v. whether the intern received a job in the area. b. TAMU-CC,during normal working hours and the term of this Agreement shall allow the Corporation and its designee, Corpus Christi Regional Economic Development Corporation, reasonable access to TAMU-CC's employment records and books, to verify employment and all other relevant records related to each of the other economic development considerations and incentives, as stated in this Agreement, but the confidentiality of the records and information must be maintained by Corporation and its designee, unless such records and information shall be required by a court order, a lawfully issued subpoena, or at the direction of the Office of the Texas Attorney General. 7. Warranties. TAMU-CC warrants and represents to Corporation the following: a.TAMU-CC is a Texas institution of higher education duly organized,validly existing, and in good standing under the laws of the State of Texas, and further has all institutional power and authority to carry on its business as presently conducted in Corpus Christi, Texas. b. TAMU-CC has the authority to enter into and perform, and will perform,the terms of this Agreement to the best of its ability. c. TAMU-CC has timely filed and will timely file all local, State, and Federal tax reports and returns required by laws to be filed and all Texas, assessments, fees, and other governmental charges, including applicable ad valorem taxes, have been timely paid, and will be timely paid , during the term of this Agreement. d. TAMU-CC has received a copy of the Texas Development Corporation Act, Section 501.101 of the Texas Local Government Code, and acknowledges that the funds granted in this Agreement must be utilized solely for purposes authorized under State law and by the terms of this Agreement. e. The parties executing this Agreement on behalf of TAMU-CC are duly authorized to execute this Agreement on behalf of TAMU-CC. f. TAMU-CC does not and agrees that it will not knowingly employ an undocumented worker. If, after receiving payments under this Agreement, TAMU-CC is convicted of a Page 4 of 10 violation under 8 U.S.C. Section 1324a(f),TAMU-CC shall repay the payments at the rate and according to the terms as specified by City Ordinance, as amended, not later than the 120'" day after the date TAMU-CC has been notified of the violation. 8. Compliance with Laws. TAMU-CC shall observe and obey all applicable laws, ordinances, regulations, and rules of the Federal, State, county, and city governments. 9. Non-Discrimination. TAMU-CC covenants and agrees that TAMU-CC will not discriminate nor permit discrimination against any person or group of persons, with regard to employment and the provision of services at, on, or in the Facility, on the grounds of race, religion, national origin, marital status, sex, age, disability, or in any manner prohibited by the laws of the United States or the State of Texas. 10. Force Majeure. If the Corporation or TAMU-CC are prevented,wholly or in part,from fulfilling its obligations under this Agreement by reason of any act of God, unavoidable accident, acts of enemies, fires, floods, governmental restraint or regulation, other causes of force majeure, or by reason of circumstances beyond its control, then the obligations of the Corporation or TAMU-CC are temporarily suspended during continuation of the force majeure. If either party's obligation is affected by any of the causes of force majeure, the party affected shall promptly notify the other party in writing,giving full particulars of the force majeure as soon as possible after the occurrence of the cause or causes relied upon. 11. Assignment. TAMU-CC may not assign all or any part of its rights, privileges, or duties under this Agreement without the prior written approval of the Corporation and City. Any attempted assignment without approval is void, and constitutes a breach of this Agreement. 12. Events of Default by TAMU-CC. The following events constitute a default of this Agreement by TAMU-CC: a. The Corporation or City determines that any representation or warranty on behalf of TAM U-CC contained in this Agreement or in any financial statement, certificate, report, or opinion submitted to the Corporation in connection with this Agreement was incorrect or misleading in any material respect when made. b. Any judgment is assessed against TAMU-CC or any attachment or other levy against the property of TAMU-CC with respect to a claim remains unpaid, undischarged, or not dismissed for a period of 120 days. c. TAMU-CC makes an assignment for the benefit of creditors. d. TAMU-CC files a petition in bankruptcy, or is adjudicated insolvent or bankrupt. e. If taxes owed by TAMU-CC become delinquent, and TAMU-CC fails to timely and properly follow the legal procedures for protest or contest. f. TAMU-CC changes the general character of business as conducted as of the date this Agreement is approved by the Corporation. 14. Notice of Default. Should the Corporation or City determine that TAMU-CC is in default according to the terms of this Agreement, the Corporation or City shall notify TAMU-CC in writing Page 5 of 10 i i I of the event of default and provide 60 days from the date of the notice("Cure Period")for TAMU- CC to cure the event of default. 15. Results of Uncured Default by TAMU-CC. After exhausting good faith attempts to address any default during the cure Period, and taking into account any extenuating circumstances that might have occurred through no fault of TAMU-CC, as determined by the Board of Directors of the Corporation, the following actions must be taken for any default that remains uncured after the Cure Period: a. TAMU-CC shall immediately repay all funds paid by Corporation to them under this Agreement. b. Corporation may seek reasonable attorney fees and costs of court to collect amounts due to Corporation if not immediately repaid upon demand from the Corporation. c. Upon payment by TAMU-CC of all sums due,the Corporation and TAMU-CC shall have no further obligations to one another under this Agreement. d. Neither the City, the Corporation, nor TAMU-CC may be held liable for any consequential damages permitted by law. 16. No Waiver. a. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, constitutes a waiver of any subsequent breach of the covenant or condition of the Agreement. b. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, justifies or authorizes the nonobservance on any other occasion of the covenant or condition or any other covenant or condition of this Agreement. c. Any waiver or indulgence of TAMU-CC's default may not be considered an estoppel against the Corporation. d. It is expressly understood that if at any time TAMU-CC is in default in any of its conditions or covenants of this Agreement, the failure on the part of the Corporation to promptly avail itself of the rights and remedies that the Corporation may have, will not be considered a waiver on the part of the Corporation, but Corporation may at any time avail itself of the rights or remedies or elect to terminate this Agreement on account of the default. 17. TAMU-CC acknowledges specifically agrees that Corporation shall only be liable to TAMU- CC for the actual amount of the money grants to be conveyed to TAMU-CC, and shall not be liable to TAMU-CC for any actual or consequential damages, direct or indirect, interest, attorney fees, or cost of court for any act of default by Corporation under the terms of this Agreement. This Section will not apply to damages that cannot be excluded by law(in which event the liability shall be limited to the fullest extent permitted). Payment by Corporation is strictly limited to those funds so allocated, budgeted,and collected solely during the grant term of this Agreement. Corporation shall use its best efforts to anticipate economic conditions and to budget accordingly. However, it is further understood and agreed that, should the actual total sales tax revenue collected for any one year be less than the total amount of grants to be paid to all contracting parties with Page 6 of 10 Corporation for that year,then in that event, all contracting parties shall receive only their pro rata share of the available sales tax revenue for that year, less Corporation's customary and usual costs and expenses, as compared to each contracting parties' grant amount for that year, and Corporation shall not be liable to for any deficiency at that time or at any time in the future. In this event, Corporation will provide all supporting documentation,as requested. Payments to be made shall also require a written request from TAMU-CC to be accompanied by all necessary supporting documentation. 18. The parties mutually agree and understand that funding under this Agreement is subject to annual appropriations by the City Council; that each fiscal year's funding must be included in the budget for that year; and the funding is not effective until approved by the City Council, 19. Notices. a. Any required written notices shall be sent mailed, certified mail, postage prepaid, addressed as follows: TAMU-CC: Texas A&M University—Corpus Christi Attn: Leslie Mills, Executive Director Career and Professional Development Center 6300 Ocean Drive, Unit 5795 Corpus Christi, Texas 78412 Email: leslie.millsO-tamucc.edu With an electronic copy to: Texas A&M University—Corpus Christi Attn: Contracts Administration Email: contracts@tamucc.edu Corporation: Corpus Christi B Corporation Attn.: Executive Director 1201 Leopard Street Corpus Christi, Texas 78401 b.A copy of all notices and correspondence must be sent the City at the following address: City of Corpus Christi Attn.: City Manager P.O. Box 9277 Corpus Christi, Texas 78469-9277 c. Notice is effective upon deposit in the United States mail in the manner provided above. Page 7 of 10 f I F E I 20. Incorporation of other documents. The Corpus Christi B Corporation Guidelines and Criteria for Granting Business Incentives ("Corporation Guidelines"), as amended, are incorporated into this Agreement. 21. Amendments or Modifications. No amendments or modifications to this Agreement may be made, nor any provision waived, unless in writing signed by a person duly authorized to sign Agreements on behalf of each party. 22. Relationship of Parties. In performing this Agreement, both the Corporation and TAMU-CC will act in an individual capacity, and not as agents, representatives, employees, employers, partners,joint-venturers, or associates of one another. The employees or agents of either party may not be, nor be construed to be, the employees or agents of the other party for any purpose. 23. Captions. The captions in this Agreement are for convenience only and are not a part of this Agreement. The captions do not in any way limit or amplify the terms and provisions of this Agreement. 24. Severability. a. If for any reason, any section, paragraph, subdivision,clause, provision, phrase or word of this Agreement or the application of this Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the definite intent of the parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word of this Agreement be given full force and effect for its purpose. b. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Agreement, then the remainder of this Agreement is not affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Agreement automatically. 25. Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas. 26. Sole Agreement. This Agreement constitutes the sole Agreement between Corporation and TAMU-CC. Any prior Agreements, promises, negotiations, or representations, verbal or otherwise, not expressly stated in this Agreement, are of no force and effect. 27. Survival of terms of Agreement and obligations of parties. The terms of this Agreement shall survive the termination of this Agreement. 28. Conflict of Interest By executing this Agreement, Corporation and each person signing on behalf of Corporation certifies, and in the case of a sole proprietorship, partnership or corporation, each party thereto certifies as to its own organization, that to the best of their knowledge and belief, no member of The Texas A&M University System or The Texas A&M University System Board of Regents, nor any employee, or person, whose salary is payable in whole or in part by The Texas A&M University System or its members, has direct or indirect financial interest in the Page 8 of 10 award of this Agreement,or in the services to which this Agreement relates,or in any of the profits, real or potential, thereof. [Signature Page Follows] Page 9 of 10 APPROVED AS TO FORM: 15 day of August, 2024. acqueline Salinas-Bazan Assistant City Attorney For City Attorney Corpus Christi B Corporation By: kua- Leah Pagan dlivarri President Date: 6WA�'t Zv� Attest: By: Rebecca Huerta Assistant Secretary Texas A&M University-Corpus Christi By: - fivt,tr/ /). J ime Nodarse Barrera Vice President for Institutional Advancement Date: August 20, 2024 THE STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on '4jL aIs-1 2024, by Jaime Nodarse Barrera for Texas A&M University-Corpus Ch isti, a political subdivision of the State of Texas, on behalf of the university. - - 11YPi JULIAN RYAN LOPEZ (Notary sig ature) ' Notary Public,State of Texss Notary Public State&fexas Comm.Expires 05-05-2027 My commission expires: S -S-ay6?7 Notary ID 129772174 nm Page 10 of 10 SMALL BUSINESS INCENTIVES AGREEMENT BETWEEN THE CORPUS CHRISTI B CORPORATION AND DEL MAR COLLEGE DISTRICT FOR AN INTERN PROGRAM TO SUPPORT SMALL BUSINESSES This Small Business Incentives Agreement for("Agreement") is entered into between the Corpus Christi B Corporation ("Corporation") and Del Mar College District, a Texas institution of higher education ("Del Mar"). WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vernon's Texas Revised Civil Statutes (Development Corporation Act of 1979), now Title 12, Subtitle C1 (Chapters 501 —507), Texas Local Government Code, empowered local communities with the ability to adopt an optional local sales and use tax as a means of improving the economic health and prosperity of their citizens; WHEREAS, on November 8, 2016, residents of the City of Corpus Christi, Texas ("City") passed Proposition 1, Adopt Type B Sales Tax to Replace Expiring Portion of Type A Sales Tax, which authorized the adoption of a sales and use tax to be administered by a Type B Corporation at the rate of one-eighth of one percent to be imposed for 20 years with use of the proceeds for(1) 50% to the promotion and development of new and expanded enterprises to the full extent allowed by Texas law, (2) $500,000 annually for affordable housing, and (3) the balance of the proceeds for the construction, maintenance and repair of arterial and collector streets and roads; WHEREAS, the 1/8th cent sales tax authorized by passage of Proposition 1 was subsequently enacted by the City Council and filed with the State Comptroller of Texas, effective April 1, 2018, to be administered by the Corpus Christi B Corporation Board; WHEREAS, the Corpus Christi B Corporation exists for the purposes of encouraging and assisting entities in the creation of jobs for the citizens of Corpus Christi, Texas; WHEREAS, the Board of Directors of the Corporation ("Board"), on August 16, 2021, amended the Corporation's Guidelines and Criteria for Granting Business Incentives ("Type B Guidelines"), which the City Council approved on August 31, 2021; WHEREAS, Section 501.073 of The Act requires the City Council to approve all programs and expenditures of the Corporation; WHEREAS, Del Mar has requested business development funds from the Board to assist businesses by providing access to students, who will serve as interns in professional level positions; WHEREAS, the small businesses will pay student interns minimum wage (currently $7.25 per hour) and Del Mar will match the business contribution up to $7.25 per hour. WHEREAS, the interns will be selected based on the needs of the small businesses with the goal of providing the small businesses with resources that make the small businesses more effective and provide growth opportunities; WHEREAS, the primary goal of the program is to provide support to small businesses in Corpus Christi that will encourage growth, retention, economic development, and job creation; Page 1 of 9 WHEREAS, the goal of the project is the creation of 1 new full time job for every 10 internship positions funded (a 10% new job"return on investment"); WHEREAS, a secondary benefit of the small business intern program is providing students real- world experience, while they are making a living wage without working extended hours and developing potential full-time employment opportunities following graduation; In consideration of the covenants, promises, and conditions stated in this Agreement, Corporation and Del Mar agree as follows: 1. Effective Date. The effective date of this Agreement ("Effective Date") is the latest date that either party executes this Agreement. 2. Term. The term of this Agreement is for twelve months from January 1, 2025, through December 31, 2025. 3. Grant. a. The Corporation will grant Del Mar an incentive of up to $140,000.00, which must be used to fund up to$7.25 per hour the salary of up to a total of the interns during the Spring Semester of 2025, Summer Session in 2025, and the Fall Semester 2025, and the entire salary on two interns hired to help administer the program during the Fall and Spring Semesters and Summer Session. The interns will be paid at least $14.50 per hour, while participating in Del Mar's Small Business Employer Intern Program. b. The Corporation's grant is conditioned upon Del Mar's successful completion of the terms of this Agreement. c. The Corporation's grant shall be paid in monthly installments based upon evidence of the amount paid by Del Mar to the small business employers during the prior month. 4. Del Mar's Duties and Responsibilities. a. Del Mar shall provide administrative oversight and direct supervision for the placement of interns in the Del Mar's Business Employer Intern Program. b. Del Mar shall create and maintain not less than two part-time intern (2) employment positions to assist in the Business Employer Intern Program in Corpus Christi, Nueces County, Texas, during the term of this Agreement. The interns must be paid $14.50 per hour. c. Del Mar shall place, with businesses in Corpus Christi, up to the total number of interns specified in Schedule A, during the academic year. (1) Since the primary goal of the Del Mar's Business Employer Intern Program is to provide support to small businesses in Corpus Christi that will encourage growth, retention, economic development, and job creation, placements must be based on the needs of the small business with the goal of providing the small business with resources that make the business more effective and provide growth opportunities for the businesses. Page 2 of 9 (2)Additionally, interns may be placed at companies that need work skills that have been supported by the Corporation such as Process and Instrumentation and Aviation skills. (3) For the purpose of this section a small business may include chambers of commerce, non-profit organizations, and other entities that will use the intern to assist existing, start-up, and home based small businesses in the City; recruit new small business to the City; assist the expansion of existing small businesses in the City; help entrepreneurs create start-up businesses; or help the owners and managers of small businesses develop their businesses. (4) Del Mar shall require that small businesses fill out a survey at the end of each internship as a condition of being allowed to participate in this program. d. Del Mar shall ensure that the business employer of each intern pays the student intern the minimum wage, and Del Mar shall match the small business employer's payments to the interns up to $7.25 per hour. e. Del Mar shall try to place the interns for 19 hours per week and 12 weeks per semester or summer session. f. Del Mar shall work with the businesses that receive interns under the program to encourage the creation of permanent full time jobs for the interns or similarly qualified individuals. 5. Job Creation/Training Qualification. a. In order to count as a created job under this Agreement, the job must pay wages at least as high as the wages required by Section 501.162 of the Act, which is the median wage of the occupation in the Corpus Christi MSA as determined by Texas Workforce Commission's Texas Industry Profiles report. b. In order to qualify for funds to provide job training under this Agreement, Del Mar agrees to create new jobs that pay wages at least as high as the wages required by Section 501.162 of the Act, which is the median wage of the occupation in the Corpus Christi MSA as determined by Texas Workforce Commission's Texas Industry Profiles report. c. A "job" is defined in the Type B Guidelines as a full-time employee, contractor, consultant, or leased employee who has a home address in the Corpus Christi MSA. d. Del Mar agrees to confirm and document to the Corporation that the minimum number of jobs created as a result of funding provided by this Agreement is maintained throughout the term by the Business. e. Del Mar agrees to provide Corporation with a sworn certificate by an authorized representative of each business assisted under this Agreement certifying the number of full-time permanent employees employed by the business. f. Del Mar shall ensure that the Corporation is allowed reasonable access to the businesses assisted under this Agreement. Page 3 of 9 6. Reports and Monitoring. a. Del Mar shall provide a report at the end of each semester or summer session certifying the status of compliance through the life of the Agreement. Documentation for jobs may be in the form of quarterly IRS 941 returns, Del Mar employer Quarterly Reports, or employee rosters and other reports listed below: i. number of interns ii. name of companies using interns iii. intern duties iv. whether the intern received a job at that company v. whether the intern received a job in the area. b. Del Mar, during normal working hours shall allow the Corporation and its designee, Corpus Christi Regional Economic Development Corporation, reasonable access to Del Mar's employment records and books, to verify employment and all other relevant records related to each of the other economic development considerations and incentives, as stated in this Agreement, but the confidentiality of the records and information must be maintained by Corporation and its designee, unless such records and information shall be required by a court order, a lawfully issued subpoena, or at the direction of the Office of the Texas Attorney General as allowed under applicable state laws and statutes. 7. Warranties. Del Mar warrants and represents to Corporation the following: a. Del Mar is a Texas institution of higher education duly organized, validly existing, and in good standing under the laws of the State of Texas, and further has all institutional power and authority to carry on its business as presently conducted in Corpus Christi, Texas. b. Del Mar has the authority to enter into and perform, and will perform, the terms of this Agreement to the best of its ability. c. Del Mar has timely filed and will timely file all local, State, and Federal tax reports and returns required by laws to be filed and all Texas, assessments, fees, and other governmental charges, including applicable ad valorem taxes, have been timely paid, and will be timely paid , during the term of this Agreement. d. Del Mar has received a copy of the Act, and acknowledges that the funds granted in this Agreement must be utilized solely for purposes authorized under State law and by the terms of this Agreement. e. The parties executing this Agreement on behalf of Del Mar are duly authorized to execute this Agreement on behalf of Del Mar. f. Del Mar does not and agrees that it will not knowingly employ an undocumented worker. If, after receiving payments under this Agreement, Del Mar is convicted of a violation under 8 U.S.C. Section 1324a(f), Del Mar shall repay the payments at the rate and according to the terms as specified by City Ordinance, as amended, not later than the 120'h day after the date Del Mar has been notified of the violation. Page 4 of 9 8. Compliance with Laws. Del Mar shall observe and obey all applicable laws, ordinances, regulations, and rules of the Federal, State, county, and city governments. 9. Non-Discrimination. Del Mar covenants and agrees that Del Mar will not discriminate nor permit discrimination against any person or group of persons, with regard to employment and the provision of services at, on, or in the Facility, on the grounds of race, religion, national origin, marital status, sex, age, disability, or in any manner prohibited by the laws of the United States or the State of Texas. 10. Force Majeure. If the Corporation or Del Mar are prevented, wholly or in part, from fulfilling its obligations under this Agreement by reason of any act of God, unavoidable accident, acts of enemies, fires, floods, governmental restraint or regulation, other causes of force majeure, or by reason of circumstances beyond its control, then the obligations of the Corporation or Del Mar are temporarily suspended during continuation of the force majeure. If either party's obligation is affected by any of the causes of force majeure, the party affected shall promptly notify the other party in writing, giving full particulars of the force majeure as soon as possible after the occurrence of the cause or causes relied upon. 11. Assignment. Del Mar may not assign all or any part of its rights, privileges, or duties under this Agreement without the prior written approval of the Corporation and City. Any attempted assignment without approval is void, and constitutes a breach of this Agreement. 12. Indemnity. To the extent authorized by law Del Mar covenants to fully indemnify, save, and hold harmless the Corporation, the City, their respective officers, employees, and agents ("Indemnitees') against all liability, damage, loss, claims demands, and actions of any kind on account of personal injuries (including, without limiting the foregoing, workers'compensation and death claims), or property loss or damage of any kind, which arise out of or are in any manner connected with, or are claimed to arise out of or be in any manner connected with Del Mar activities conducted under or incidental to this Agreement, including any injury, loss or damage caused by the sole or contributory negligence of any or all of the Indemnitees. Del Mar must, at its own expense, investigate all those claims and demands, attend to their settlement or other disposition, defend all actions based on those claims and demands with counsel satisfactory to Indemnitees, and pay all charges of attorneys and all other cost and expenses of any kind arising from the liability, damage, loss, claims, demands, or actions. 13. Events of Default by Del Mar. The following events constitute a default of this Agreement by Del Mar: a. The Corporation or City determines that any representation or warranty on behalf of Del Mar contained in this Agreement or in any financial statement, certificate, report, or opinion submitted to the Corporation in connection with this Agreement was incorrect or misleading in any material respect when made. b. Any judgment is assessed against Del Mar or any attachment or other levy against the property of Del Mar with respect to a claim remains unpaid, undischarged,or not dismissed for a period of 120 days. c. Del Mar makes an assignment for the benefit of creditors. d. Del Mar files a petition in bankruptcy, or is adjudicated insolvent or bankrupt. Page 5 of 9 e. If taxes owed by Del Mar become delinquent, and Del Mar fails to timely and properly follow the legal procedures for protest or contest. f. Del Mar changes the general character of business as conducted as of the date this Agreement is approved by the Corporation. 14. Notice of Default. Should the Corporation or City determine that Del Mar is in default according to the terms of this Agreement, the Corporation or City shall notify Del Mar in writing of the event of default and provide 60 days from the date of the notice ("Cure Period") for Del Mar to cure the event of default. 15. Results of Uncured Default by Del Mar. After exhausting good faith attempts to address any default during the cure Period, and taking into account any extenuating circumstances that might have occurred through no fault of Del Mar, as determined by the Board of Directors of the Corporation, the following actions must be taken for any default that remains uncured after the Cure Period: a. Del Mar shall immediately repay all funds paid by Corporation to them under this Agreement. b. Del Mar shall pay Corporation reasonable attorney fees and costs of court to collect amounts due to Corporation if not immediately repaid upon demand from the Corporation. c. Upon payment by Del Mar of all sums due, the Corporation and Del Mar shall have no further obligations to one another under this Agreement. d. Neither the City, the Corporation, nor Del Mar may be held liable for any consequential damages. 16. No Waiver. a. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, constitutes a waiver of any subsequent breach of the covenant or condition of the Agreement. b. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, justifies or authorizes the nonobservance on any other occasion of the covenant or condition or any other covenant or condition of this Agreement. c. Any waiver or indulgence of Del Mar's default may not be considered an estoppel against the Corporation. d. It is expressly understood that if at any time Del Mar is in default in any of its conditions or covenants of this Agreement, the failure on the part of the Corporation to promptly avail itself of the rights and remedies that the Corporation may have, will not be considered a waiver on the part of the Corporation, but Corporation may at any time avail itself of the rights or remedies or elect to terminate this Agreement on account of the default. 17. Del Mar specifically agrees that Corporation shall only be liable to Del Mar for the actual amount of the money grants to be conveyed to Del Mar, and shall not be liable to Del Mar for any actual or consequential damages, direct or indirect, interest, attorney fees, or cost of court for any Page 6 of 9 act of default by Corporation under the terms of this Agreement. Payment by Corporation is strictly limited to those funds so allocated, budgeted, and collected solely during the grant term of this Agreement. Corporation shall use its best efforts to anticipate economic conditions and to budget accordingly. However, it is further understood and agreed that, should the actual total sales tax revenue collected for any one year be less than the total amount of grants to be paid to all contracting parties with Corporation for that year, then in that event, all contracting parties shall receive only their pro rata share of the available sales tax revenue for that year, less Corporation's customary and usual costs and expenses, as compared to each contracting parties'grant amount for that year, and Corporation shall not be liable to for any deficiency at that time or at any time in the future. In this event, Corporation will provide all supporting documentation, as requested. Payments to be made shall also require a written request from Del Mar to be accompanied by all necessary supporting documentation. 18. The parties mutually agree and understand that funding under this Agreement is subject to annual appropriations by the City Council; that each fiscal year's funding must be included in the budget for that year; and the funding is not effective until approved by the City Council, 19. Notices. a. Any required written notices shall be sent mailed, certified mail, postage prepaid, addressed as follows: Del Mar: Del Mar College District Attn: Lenora Keas Executive Vice-President and Chief Operating Officer 101 Baldwin Corpus Christi, Texas 78404 Corporation: Corpus Christi B Corporation Attn.: Executive Director 1201 Leopard Street Corpus Christi, Texas 78401 b. A copy of all notices and correspondence must be sent the City at the following address: City of Corpus Christi Attn.: City Manager P.O. Box 9277 Corpus Christi, Texas 78469-9277 c. Notice is effective upon deposit in the United States mail in the manner provided above. 20. Incorporation of other documents. The Corpus Christi B Corporation Guidelines and Criteria for Granting Business Incentives ("Corporation Guidelines"), as amended, are incorporated into this Agreement. Page 7 of 9 29. Amendments or Modifications. No amendments or modifications to this Agreement may be made, nor any provision waived, unless in writing signed by a person duly authorized to sign Agreements on behalf of each party. 22. Relationship of Parties. In performing this Agreement, both the Corporation and Del Mar will act in an individual capacity, and not as agents, representatives, employees, employers, partners, joint-venturers, or associates of one another. The employees or agents of either party may not be, nor be construed to be, the employees or agents of the other party for any purpose. 23. Captions. The captions in this Agreement are for convenience only and are not a part of this Agreement. The captions do not in any way limit or amplify the terms and provisions of this Agreement. 24. Severability. a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Agreement or the application of this Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the definite intent of the parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word of this Agreement be given full force and effect for its purpose. b. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Agreement, then the remainder of this Agreement is not affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Agreement automatically. 25. Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas. 26. Sole Agreement. This Agreement constitutes the sole Agreement between Corporation and Del Mar. Any prior Agreements, promises, negotiations, or representations, verbal or otherwise, not expressly stated in this Agreement, are of no force and effect. 27. Survival of terms of Agreement and obligations of parties. The terms of this Agreement shall survive the termination of this Agreement. Page 8 of 9 APPROVED AS TO FORM: 15 day of August, 2024. acqueline Salinas-Bazars Assistant City Attorney For City Attorney Corpus Christi B Corporation By: L Leah Pagan Oli arri President Date: 01i_(4LI� Attest: By: Rebecca Huerta Assistant Secretary Del Mar College District By: 44�� Lenora Keas Executive Vice-President and Chief Operating Officer Date: 9- ')_rx - aLI THE STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on La U 2024, by Lenora Keas, Executive Vice-President and Chief Operating OWlicer, for Del Mar College District, a political subdivision of the State of Texas, on behalf of the college district. Carolyn Jeers Sorrels My Commission Expires Notary P blic ► - • 1/6/20,26 State of Texas Not to 1,Sai2,, Page 9 of 9 SMALL BUSINESS INCENTIVES AGREEMENT BETWEEN THE CORPUS CHRISTI B CORPORATION AND DEL MAR COLLEGE DISTRICT FOR DEL MAR COLLEGE'S APEX ACCELERATOR This Small Business Incentives Agreement ("Agreement") is entered into between the Corpus Christi B Corporation ("Corporation") and Del Mar College District, a Texas institution of higher learning ("Del Mar"). WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vernon's Texas Revised Civil Statutes (Development Corporation Act of 1979), now Title 12, Subtitle C1 (Chapters 501 — 507), Texas Local Government Code, empowered local communities with the ability to adopt an optional local sales and use tax as a means of improving the economic health and prosperity of their citizens; WHEREAS, on November 8, 2016, residents of the City of Corpus Christi, Texas ("City") passed Proposition 1, Adopt Type B Sales Tax to Replace Expiring Portion of Type A Sales Tax, which authorized the adoption of a sales and use tax to be administered by a Type B Corporation at the rate of one-eighth of one percent to be imposed for 20 years with use of the proceeds for(1) 50% to the promotion and development of new and expanded enterprises to the full extent allowed by Texas law, (2) $500,000 annually for affordable housing, and (3) the balance of the proceeds for the construction, maintenance and repair of arterial and collector streets and roads; WHEREAS, the 1/8th cent sales tax authorized by passage of Proposition 1 was subsequently enacted by the City Council and filed with the State Comptroller of Texas, effective April 1, 2018, to be administered by the Corpus Christi B Corporation Board; WHEREAS,the Corpus Christi B Corporation exists for the purposes of encouraging and assisting entities in the creation of jobs for the citizens of Corpus Christi, Texas; WHEREAS, the Board of Directors of the Corporation ("Board"), on August 16, 2021, amended the Corporation's Guidelines and Criteria for Granting Business Incentives ("Type B Guidelines"), which the City Council approved on August 31, 2021; WHEREAS, Section 501.073 of the Act requires the City Council to approve all programs and expenditures of the Corporation; WHEREAS, the Board has determined that it is in the best interests of the citizens of Corpus Christi, Texas that small business development funds be provided to Del Mar, through this Agreement with Del Mar, to be used by Del Mar, which seeks to create at least one new job for every$50,000 in contracts awarded to businesses within the City who are awarded contracts with Federal, State, or local agencies through Del Mar College's APEX Accelerator's activities; In consideration of the covenants, promises, and conditions stated in this Agreement, Corporation and Del Mar agree as follows: 1. Effective Date. The effective date of this Agreement ("Effective Date") is the latest date that either party executes this Agreement or the date on which this Agreement is approved by City Council, whichever is later. Page 1 of 7 2, Term. The term of this Agreement is for one year from January 1, 2025, through December 31, 2025. 3. Performance Requirements and Grants. Del Mar shall educate small businesses on the requirements of government procurement, help them get certified to qualify to bid on contracts, and give them access to a portal to find these contracts, Del Mar shall create or retain at least one full-time employee for the management of the APEX Accelerator and shall provide the office space and any other materials needed to operate the APEX Accelerator. Del Mar will provide an annual report detailing the contracts awarded, jobs created/retained through the contracts, and business expansions, The grant shall not to exceed $110,000.00. The Corporation will pay the grant to Del Mar as invoices are received. Del Mar will display signage that states that they are recipients of Type B funding. This signage will be provided to Del Mar by the Board and will be displayed in a location that is visible to a visitor to their facility. 4. Living Wage Requirement. In order to count as a permanent full-time job under this agreement, the job should provide a "living wage" for the employee. The target living wage under this agreement is that annual amount equal or greater than poverty level for a family of three, established by the U.S. Department of Health and Human Services Poverty Guidelines, divided by 2,080 hours per year for that year. 5. Health Insurance. To qualify for this incentive, an employer shall certify that it has offered a health insurance program for its full-time employees during the term of the Agreement. 6. Warranties. Del Mar warrants and represents to Corporation the following: a. Del Mar is a Texas institution of higher learning duly organized, validly existing, and in good standing under the laws of the State of Texas, has all corporate power and authority to carry on its business as presently conducted in Corpus Christi, Texas. b. Del Mar has the authority to enter into and perform, and will perform, the terms of this Agreement to the best of its ability. c. Del Mar has timely filed and will timely file all local, State, and Federal tax reports and returns required by laws to be filed and all taxes, assessments, fees, and other governmental charges, including applicable ad valorem taxes, have been timely paid, and will be timely paid, during the term of this Agreement. d. Del Mar has access to the Texas Development Corporation Act, Title 12, Subtitle C1 (Chapters 501 — 507), Texas Local Government Code, on the State's website, and acknowledges that the funds granted in this Agreement must be utilized solely for purposes authorized under State law and by the terms of this Agreement. e. The person executing this Agreement on behalf of Del Mar is duly authorized to execute this Agreement on behalf of Del Mar, Page 2 of 7 f. Del Mar does not and agrees that it will not knowingly employ an undocumented worker. If, after receiving payments under this Agreement, Del Mar is convicted of a violation under 8 U.S.C. Section 1324a(f), Del Mar shall repay the payments received under this Agreement to the City, with interest at the Wall Street Journal Prime Rate, not later than the 1201h day after the date Del Mar has been notified of the violation. 7. Compliance with Laws. During the Term of this Agreement, Del Mar shall observe and obey all applicable laws, ordinances, regulations, and rules of the Federal, State, county, and city governments. 8. Non-Discrimination, Del Mar covenants and agrees that Del Mar will not discriminate nor permit discrimination against any person or group of persons, with regard to employment and the provision of services at, on, or in the Facility, on the grounds of race, religion, national origin, marital status, sex, age, disability, or in any manner prohibited by the laws of the United States or the State of Texas. 9. Force Majeure. If the Corporation or Del Mar is prevented, wholly or in part, from fulfilling its obligations under this Agreement by reason of any act of God, unavoidable accident, acts of enemies, fires, floods, governmental restraint or regulation, other causes of force majeure, or by reason of circumstances beyond its control, then the obligations of the Corporation or Del Mar are temporarily suspended during continuation of the force majeure. If either party's obligation is affected by any of the causes of force majeure, the party affected shall promptly notify the other party in writing, giving full particulars of the force majeure as soon as possible after the occurrence of the cause or causes relied upon. 10. Assignment. Del Mar may not assign all or any part of its rights, privileges, or duties under this Agreement without the prior written approval of the Corporation and City. Any attempted assignment without approval is void, and constitutes a breach of this Agreement. 11. Events of Default by Del Mar. The following events constitute a default of this Agreement by Del Mar: a. The Corporation or City determines that any representation or warranty on behalf of Del Mar contained in this Agreement or in any financial statement, certificate, report, or opinion submitted to the Corporation in connection with this Agreement was incorrect or misleading in any material respect when made; b. Del Mar fails to comply with one or more terms of this Agreement. 12. Notice of Default. Should the Corporation or City determine that Del Mar is in default according to the terms of this Agreement, the Corporation or City shall notify Del Mar in writing of the event of default and provide 60 days from the date of the notice ("Cure Period") for Del Mar to cure the event of default. Page 3 of 7 I I I I 13. Results of Uncured Default by Del Mar. After exhausting good faith attempts to address any default during the Cure Period, and taking into account any extenuating circumstances that might have occurred through no fault of Del Mar, as determined by the Board of Directors of the Corporation, the following actions must be taken for any default that remains uncured after the Cure Period. a. Del Mar shall immediately repay all funds paid by Corporation to them under this Agreement. b. Del Mar shall pay Corporation reasonable attorney fees and costs of court to collect amounts due to Corporation if not immediately repaid upon demand from the Corporation. c. Upon payment by Del Mar of all sums due, the Corporation and Del Mar shall have no further obligations to one another under this Agreement. 14. No Waiver. a. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, constitutes a waiver of any subsequent breach of the covenant or condition of the Agreement. b. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, justifies or authorizes the nonobservance on any other occasion of the covenant or condition or any other covenant or condition of this Agreement. c. Any waiver or indulgence of Del Mar's default may not be considered an estoppel against the Corporation. d. It is expressly understood that if at any time Del Mar is in default in any of its conditions or covenants of this Agreement, the failure on the part of the Corporation to promptly avail itself of the rights and remedies that the Corporation may have, will not be considered a waiver on the part of the Corporation, but Corporation may at any time avail itself of the rights or remedies or elect to terminate this Agreement on account of the default. 15. Del Mar specifically agrees that Corporation shall only be liable to Del Mar for the actual amount of the money grants to be conveyed to Del Mar, and shall not be liable to Del Mar for any actual or consequential damages, direct or indirect, interest, attorney fees, or cost of court for any act of default by Corporation under the terms of this Agreement. Payment by Corporation is strictly limited to those funds so allocated, budgeted, and collected solely during the grant term of this Agreement. Corporation shall use its best efforts to anticipate economic conditions and to budget accordingly. However, it is further understood and agreed that, should the actual total sales tax revenue collected for any one year be less than the total amount of grants to be paid to all contracting parties with Corporation for that year,then in that event, all contracting parties shall receive only their pro rata share of the available sales tax revenue for that year, less Corporation's Page 4 of 7 customary and usual costs and expenses, as compared to each contracting parties'grant amount for that year, and Corporation shall not be liable to for any deficiency at that time or at any time in the future. In this event, Corporation will provide all supporting documentation, as requested. Payments to be made shall also require a written request from Del Mar to be accompanied by all necessary supporting documentation. 16. The parties mutually agree and understand that funding under this Agreement is subject to annual appropriations by the City Council; that each fiscal year's funding must be included in the budget for that year; and the funding is not effective until approved by the City Council. 17. Notices. a. Any required written notices shall be sent mailed, certified mail, postage prepaid, addressed as follows: Del Mar College: Del Mar College District Attn: Lenora Keas Executive Vice-President and Chief Operating Officer 101 Baldwin Blvd Corpus Christi, Texas 78404-3897 Corporation: Corpus Christi B Corporation Attn.: Executive Director 1201 Leopard Street Corpus Christi, Texas 78401 b. A copy of all notices and correspondence must be sent the City at the following address: City of Corpus Christi Attn.: City Manager P.O. Box 9277 Corpus Christi, Texas 78469-9277 c. Notice is effective upon deposit in the United States mail in the manner provided above. 18. Incorporation of other documents. The Type B Guidelines, as amended, are incorporated into this Agreement. 19. Amendments or Modifications. No amendments or modifications to this Agreement may be made, nor any provision waived, unless in writing signed by a person duly authorized to sign Agreements on behalf of each party. Page 5 of 7 20. Relationship of Parties. In performing this Agreement, both the Corporation and Del Mar will act in an individual capacity, and not as agents, representatives, employees, employers, partners, joint-venturers, or associates of one another. The employees or agents of either party may not be, nor be construed to be, the employees or agents of the other party for any purpose. 21. Captions. The captions in this Agreement are for convenience only and are not a part of this Agreement. The captions do not in any way limit or amplify the terms and provisions of this Agreement. 22. Severability. a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Agreement or the application of this Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the definite intent of the parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word of this Agreement be given full force and effect for its purpose. b. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Agreement, then the remainder of this Agreement is not affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Agreement automatically. 23. Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas. 24. Sole Agreement. This Agreement constitutes the sole Agreement between Corporation and Del Mar. Any prior Agreements, promises, negotiations, or representations, verbal or otherwise, not expressly stated in this Agreement, are of no force and effect. 25. Survival of terms of Agreement and obligations of parties. The terms of this Agreement and the obligation of the parties relating to Section 14.a and b shall survive the termination of this Agreement. Page 6 of 7 APPROVED AS TO FORM: 15 day of August, 2024. acqueline Salinas-Bazan Assistant City Attorney For City Attorney Corpus Christi B Corporation kl"( p Leah Pagan CWvarri President Date: >`c S Z� 2-o Attest: By: i' Rebecca Huerta Assistant Secretary Del Mar College District By: Lenora Keas Executive Vice-President and Chief Operating Officer Date: r THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on 2024, by Lenora Keas, Executive Vice-President and Chief Operating Offi er, Del Mar College District, a political subdivision of the State of Texas, on behalf of the college district. Carolyn Jaan Sorrels My Commission Expires Notary Public 11612026tID State of Texas 1056j288 Page 7 of 7 SMALL BUSINESS INCENTIVES AGREEMENT BETWEEN THE CORPUS CHRISTI B CORPORATION AND DEL MAR COLLEGE DISTRICT FOR DEL MAR COLLEGE'S CONTRACTOR RESOURCE CENTER This Small Business Incentives Agreement ("Agreement") is entered into between the Corpus Christi B Corporation ("Corporation") and Del Mar College District, a Texas institution of higher learning ("Del Mar"). WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vernon's Texas Revised Civil Statutes (Development Corporation Act of 1979), now Title 12, Subtitle C1 (Chapters 501 —507), Texas Local Government Code, empowered local communities with the ability to adopt an optional local sales and use tax as a means of improving the economic health and prosperity of their citizens; WHEREAS, on November 8, 2016, residents of the City of Corpus Christi, Texas ("City") passed Proposition 1, Adopt Type B Sales Tax to Replace Expiring Portion of Type A Sales Tax, which authorized the adoption of a sales and use tax to be administered by a Type B Corporation at the rate of one-eighth of one percent to be imposed for 20 years with use of the proceeds for(1) 50% to the promotion and development of new and expanded enterprises to the full extent allowed by Texas law, (2) $500,000 annually for affordable housing, and (3) the balance of the proceeds for the construction, maintenance and repair of arterial and collector streets and roads; WHEREAS, the 1/8th cent sales tax authorized by passage of Proposition 1 was subsequently enacted by the City Council and filed with the State Comptroller of Texas, effective April 1, 2018, to be administered by the Corpus Christi B Corporation Board; WHEREAS,the Corpus Christi B Corporation exists for the purposes of encouraging and assisting entities in the creation of jobs for the citizens of Corpus Christi, Texas; WHEREAS, the Board of Directors of the Corporation ("Board"), on August 16, 2021, amended the Corporation's Guidelines and Criteria for Granting Business Incentives ("Type B Guidelines"), which the City Council approved on August 31, 2021; WHEREAS, Section 501.073 of the Act requires the City Council to approve all programs and expenditures of the Corporation; WHEREAS, the Board has determined that it is in the best interests of the citizens of Corpus Christi, Texas that small business development funds be provided to Del Mar, through this Agreement with Del Mar, to be used by Del Mar, which seeks to create a Contractor Resource Center within the City to assist companies looking for contracts with existing and potential future large industrial companies in our area; In consideration of the covenants, promises, and conditions stated in this Agreement, Corporation and Del Mar agree as follows: 1. Effective Date. The effective date of this Agreement ("Effective Date") is the latest date that either party executes this Agreement or the date on which this Agreement is approved by City Council, whichever is later. Page 1 of 7 Del Mar CRC Contract 2025 2. Term. The term of this Agreement is for one year from January 1, 2025, through December 31, 2025. 3. Performance Requirements and Grants. Del Mar shall operate the Contractor Resource Center,which will provide job training by educating small businesses on the requirements of large company procurement, helping them get certified to qualify to bid on contracts, and providing them with information on where to find these contracts. Del Mar shall create or retain at least one full-time employee for the management of the Contractor Resource Center and shall provide the office space and any other materials needed to operate the Contractor Resource Center. Del Mar will provide an annual report detailing the contracts awarded, jobs created/retained through the contracts, and business expansions. The Corporation will pay to Del Mar, as a grant, an amount not to exceed $150,000 for the operation of the Contractor Resource Center. The Corporation will pay the grant to Del Mar as invoices are received. Del Mar will display signage that states that they are recipients of Type B funding. This signage will be provided to Del Mar by the Corporation and will be displayed in a location that is visible to a visitor to their Center for Economic Development on Staples Street. 4. Living Wage Requirement. In order to count as a permanent full-time job under this agreement, the job should provide a "living wage" for the employee. The target living wage under this agreement is that annual amount equal or greater than poverty level for a family of three, established by the U.S. Department of Health and Human Services Poverty Guidelines, divided by 2,080 hours per year for that year. 5. Health Insurance. To qualify for this incentive, an employer shall certify that it has offered a health insurance program for its full-time employees during the term of the Agreement. 6. Warranties. Del Mar warrants and represents to Corporation the following: a. Del Mar is a Texas institution of higher learning duly organized, validly existing, and in good standing under the laws of the State of Texas, has all corporate power and authority to carry on its business as presently conducted in Corpus Christi, Texas. b. Del Mar has the authority to enter into and perform, and will perform, the terms of this Agreement to the best of its ability. c. Del Mar has timely filed and will timely file all local, State, and Federal tax reports and returns required by laws to be filed and all taxes, assessments, fees, and other governmental charges, including applicable ad valorem taxes, have been timely paid, and will be timely paid, during the term of this Agreement. d. Del Mar has access to the Texas Development Corporation Act, Title 12, Subtitle C1 (Chapters 501 — 507), Texas Local Government Code, on the State's website, and acknowledges that the funds granted in this Agreement must be utilized solely for purposes authorized under State law and by the terms of this Agreement. Page 2 of 7 Del Mar CRC Contract 2025 e. The person executing this Agreement on behalf of Del Mar is duly authorized to execute this Agreement on behalf of Del Mar. f. Del Mar does not and agrees that it will not knowingly employ an undocumented worker. If, after receiving payments under this Agreement, Del Mar is convicted of a violation under 8 U.S.C. Section 1324a(f , Del Mar shall repay the payments received under this Agreement to the City, with interest at the Wall Street Journal Prime Rate, not later than the 120th day after the date Del Mar has been notified of the violation. 7. Compliance with Laws. During the Term of this Agreement, Del Mar shall observe and obey all applicable laws, ordinances, regulations, and rules of the Federal, State, county, and city governments. 8. Non-Discrimination. Del Mar covenants and agrees that Del Mar will not discriminate nor permit discrimination against any person or group of persons, with regard to employment and the provision of services at, on, or in the Facility, on the grounds of race, religion, national origin, marital status, sex, age, disability, or in any manner prohibited by the laws of the United States or the State of Texas. 9. Force Majeure. If the Corporation or Del Mar is prevented, wholly or in part, from fulfilling its obligations under this Agreement by reason of any act of God, unavoidable accident, acts of enemies, fires, floods, governmental restraint or regulation, other causes of force majeure, or by reason of circumstances beyond its control, then the obligations of the Corporation or Del Mar are temporarily suspended during continuation of the force majeure. If either party's obligation is affected by any of the causes of force majeure, the party affected shall promptly notify the other party in writing, giving full particulars of the force majeure as soon as possible after the occurrence of the cause or causes relied upon. 10. Assignment. Del Mar may not assign all or any part of its rights, privileges, or duties under this Agreement without the prior written approval of the Corporation and City. Any attempted assignment without approval is void, and constitutes a breach of this Agreement. 11. Events of Default by Del Mar. The following events constitute a default of this Agreement by Del Mar: a. The Corporation or City determines that any representation or warranty on behalf of Del Mar contained in this Agreement or in any financial statement, certificate, report, or opinion submitted to the Corporation in connection with this Agreement was incorrect or misleading in any material respect when made; b. Del Mar fails to comply with one or more terms of this Agreement. 12. Notice of Default. Should the Corporation or City determine that Del Mar is in default according to the terms of this Agreement, the Corporation or City shall notify Del Mar in writing of Page 3 of 7 Del Mar CRC Contract 2026 the event of default and provide 60 days from the date of the notice ("Cure Period") for Del Mar to cure the event of default. 13. Results of Uncured Default by Del Mar. After exhausting good faith attempts to address any default during the Cure Period, and taking into account any extenuating circumstances that might have occurred through no fault of Del Mar, as determined by the Board of Directors of the Corporation, the following actions must be taken for any default that remains uncured after the Cure Period. a. Del Mar shall immediately repay all funds paid by Corporation to them under this Agreement. b. Del Mar shall pay Corporation reasonable attorney fees and costs of court to collect amounts due to Corporation if not immediately repaid upon demand from the Corporation. c. Upon payment by Del Mar of all sums due, the Corporation and Del Mar shall have no further obligations to one another under this Agreement. 14. No Waiver. a. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, constitutes a waiver of any subsequent breach of the covenant or condition of the Agreement. b. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, justifies or authorizes the nonobservance on any other occasion of the covenant or condition or any other covenant or condition of this Agreement. c. Any waiver or indulgence of Del Mar's default may not be considered an estoppel against the Corporation. d. It is expressly understood that if at any time Del Mar is in default in any of its conditions or covenants of this Agreement, the failure on the part of the Corporation to promptly avail itself of the rights and remedies that the Corporation may have, will not be considered a waiver on the part of the Corporation, but Corporation may at any time avail itself of the rights or remedies or elect to terminate this Agreement on account of the default. 15. Del Mar specifically agrees that Corporation shall only be liable to Del Mar for the actual amount of the money grants to be conveyed to Del Mar, and shall not be liable to Del Mar for any actual or consequential damages, direct or indirect, interest, attorney fees, or cost of court for any act of default by Corporation under the terms of this Agreement. Payment by Corporation is strictly limited to those funds so allocated, budgeted, and collected solely during the grant term of this Agreement. Corporation shall use its best efforts to anticipate economic conditions and to budget accordingly. However, it is further understood and agreed that, should the actual total Page 4 of 7 Del Mar CRC Contract 2025 sales tax revenue collected for any one year be less than the total amount of grants to be paid to all contracting parties with Corporation for that year,then in that event, all contracting parties shall receive only their pro rata share of the available sales tax revenue for that year, less Corporation's customary and usual costs and expenses, as compared to each contracting parties' grant amount for that year, and Corporation shall not be liable to for any deficiency at that time or at any time in the future. In this event, Corporation will provide all supporting documentation, as requested. Payments to be made shall also require a written request from Del Mar to be accompanied by all necessary supporting documentation. 16. The parties mutually agree and understand that funding under this Agreement is subject to annual appropriations by the City Council; that each fiscal year's funding must be included in the budget for that year; and the funding is not effective until approved by the City Council. 17. Notices. a. Any required written notices shall be sent mailed, certified mail, postage prepaid, addressed as follows: Del Mar College District: Del Mar College District Attn: Lenora Keas Executive Vice-President and Chief Operating Officer 101 Baldwin Blvd Corpus Christi, Texas 78404-3897 Corporation: Corpus Christi B Corporation Attn.: Executive Director 1201 Leopard Street Corpus Christi, Texas 78401 b. A copy of all notices and correspondence must be sent the City at the following address: City of Corpus Christi Attn.: City Manager P.O. Box 9277 Corpus Christi, Texas 78469-9277 c. Notice is effective upon deposit in the United States mail in the manner provided above. 18. Incorporation of other documents. The Type B Guidelines, as amended, are incorporated into this Agreement. Page 5 of 7 Del Mar CRC Contract 2025 19. Amendments or Modifications. No amendments or modifications to this Agreement may be made, nor any provision waived, unless in writing signed by a person duly authorized to sign Agreements on behalf of each party. 20. Relationship of Parties. In performing this Agreement, both the Corporation and Del Mar will act in an individual capacity, and not as agents, representatives,employees, employers, partners, joint-venturers, or associates of one another. The employees or agents of either party may not be, nor be construed to be, the employees or agents of the other party for any purpose. 21. Captions. The captions in this Agreement are for convenience only and are not a part of this Agreement. The captions do not in any way limit or amplify the terms and provisions of this Agreement. 22. Severability. a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Agreement or the application of this Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable-under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the definite intent of the parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word of this Agreement be given full force and effect for its purpose. b. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Agreement, then the remainder of this Agreement is not affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Agreement automatically. 23. Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas. 24. Sole Agreement. This Agreement constitutes the sole Agreement between Corporation and Del Mar. Any prior Agreements, promises, negotiations, or representations, verbal or otherwise, not expressly stated in this Agreement, are of no force and effect. 25. Survival of terms of Agreement and obligations of parties. The terms of this Agreement and the obligation of the parties relating to Section 14.a and b shall survive the termination of this Agreement. Page 6 of 7 Del Mar CRC Contract 2025 APPROVED AS TO FORM: 15 day of August, 2024. acqueline Salinas-Bazan Assistant City Attorney For City Attorney Corpus Christi B Corporation By: Lt a4�� ada4 71/ Leah Pagan O' arri President Date: �C 2�I 2=02 Attest: By: '�L� Rebecca Huerta Assistant Secretary Del Mar College Distric Lenora Keas Executive Vice-President and Chief Operating Officer Date: -- ` . �. �Isi THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on 2024, by Lenora Keas, Executive Vice-President and Chief Operating Offrcer, Del Mar College District, a political subdivision of the State of Texas, on behalf of the college district. Carolyn Joan sorrels My Commission Expires 1/6120I2026 Notary Public ose ieD State of Texas Page 7 of 7 De' Mar CRC Contract 2025 SMALL BUSINESS INCENTIVES AGREEMENT BETWEEN THE CORPUS CHRISTI B CORPORATION AND DEL MAR COLLEGE DISTRICT FOR DEL MAR COLLEGE'S SMALL BUSINESS DEVELOPMENT CENTER This Small Business Incentives Agreement ("Agreement") is entered into between the Corpus Christi B Corporation ("Corporation") and Del Mar College District, a Texas institution of higher learning ("Del Mar"). WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vernon's Texas Revised Civil Statutes (Development Corporation Act of 1979), now Title 12, Subtitle C1 (Chapters 501 — 507), Texas Local Government Code, empowered local communities with the ability to adopt an optional local sales and use tax as a means of improving the economic health and prosperity of their citizens; WHEREAS, on November 8, 2016, residents of the City of Corpus Christi, Texas ("City") passed Proposition 1, Adopt Type B Sales Tax to Replace Expiring Portion of Type A Sales Tax, which authorized the adoption of a sales and use tax to be administered by a Type B Corporation at the rate of one-eighth of one percent to be imposed for 20 years with use of the proceeds for(1) 50% to the promotion and development of new and expanded enterprises to the full extent allowed by Texas law, (2) $500,000 annually for affordable housing, and (3) the balance of the proceeds for the construction, maintenance and repair of arterial and collector streets and roads; WHEREAS, the 1/8th cent sales tax authorized by passage of Proposition 1 was subsequently enacted by the City Council and filed with the State Comptroller of Texas, effective April 1, 2018, to be administered by the Corpus Christi B Corporation Board; WHEREAS, the Corpus Christi B Corporation exists for the purposes of encouraging and assisting entities in the creation of jobs for the citizens of Corpus Christi, Texas; WHEREAS, the Board of Directors of the Corporation ("Board"), on August 16, 2021, amended the Corporation's Guidelines and Criteria for Granting Business Incentives ("Type B Guidelines"), which the City Council approved on August 31, 2021; WHEREAS, Section 501.073 of the Act requires the City Council to approve all programs and expenditures of the Corporation; WHEREAS, the Board has determined that it is in the best interests of the citizens of Corpus Christi, Texas that small business development funds be provided to Del Mar, through this Agreement with Del Mar, to be used by Del Mar, which will help fund the Small Business Development Center(SBDC)within the City to continue to advise and help small businesses start, grow, and create jobs and investment within the City; In consideration of the covenants, promises, and conditions stated in this Agreement, Corporation and Del Mar agree as follows: 1. Effective Date. The effective date of this Agreement ("Effective Date") is the latest date that either party executes this Agreement or the date on which this Agreement is approved by City Council, whichever is later. Page 1 of 7 2025 Del Mar SBDC Contract 2. Term. The term of this Agreement is for one year from January 1, 2025, through December 31, 2025. 3. Performance Requirements and Grants. Del Mar shall operate, on a continuous basis, the SBDC to advise and help small businesses start, grow, and create jobs and investment within the City. The SBDC will operate with regular business hours, at least 40 hours per week, throughout the term of this Agreement. The grant shall be $150,000 for the one-year term. The Corporation will pay the $150,000 in January to Del Mar, Del Mar will maintain current staff levels to the best of its ability and contribute at least $150,000 to the SBDC for the term of this agreement. Del Mar will display signage that states that they are recipients of Type B funding. This signage will be provided to Del Mar by the Board and will be displayed in a location that is visible to a visitor to their Center for Economic Development on Staples Street. 4. Living Wage Requirement. In order to count as a permanent full-time job for purposes of annual reporting, the job should provide a "living wage" for the employee. The target living wage under this agreement is that annual amount equal or greater than poverty level for a family of three, established by the U.S. Department of Health and Human Services Poverty Guidelines, divided by 2,080 hours per year for that year. 5. Health Insurance. To qualify for this incentive, an employer shall certify that it has offered a health insurance program for its full-time employees during the term of the Agreement. 6. Warranties. Del Mar warrants and represents to Corporation the following: a. Del Mar is a Texas institute of higher learning duly organized, validly existing, and in good standing under the laws of the State of Texas, has all corporate power and authority to carry on its business as presently conducted in Corpus Christi, Texas. b. Del Mar has the authority to enter into and perform, and will perform, the terms of this Agreement to the best of its ability. c. Del Mar has timely tiled and will timely file all local, State, and Federal tax reports and returns required by laws to be filed and all taxes, assessments, fees, and other governmental charges, including applicable ad valorem taxes, have been timely paid, and will be timely paid, during the term of this Agreement. d. Del Mar has access to the Texas Development Corporation Act, Title 12, Subtitle C1 (Chapters 501 — 507), Texas Local Government Code, on the State's website, and acknowledges that the funds granted in this Agreement must be utilized solely for purposes authorized under State law and by the terms of this Agreement. e. The person executing this Agreement on behalf of Del Mar is duly authorized to execute this Agreement on behalf of Del Mar. Page 2 of 7 2025 Del Mar SBDC Contract i i f. Del Mar does not and agrees that it will not knowingly employ an undocumented worker. If, after receiving payments under this Agreement, Del Mar is convicted of a violation under 8 U.S.C. Section 1324a(f), Del Mar shall repay the payments received under this Agreement to the City, with interest at the Wall Street Journal Prime Rate, not later than the 120th day after the date Del Mar has been notified of the violation. 7. Compliance with Laws. During the Term of this Agreement, Del Mar shall observe and obey all applicable laws, ordinances, regulations, and rules of the Federal, State, county, and city governments. 8. Non-Discrimination. Del Mar covenants and agrees that Del Mar will not discriminate nor permit discrimination against any person or group of persons, with regard to employment and the provision of services at, on, or in the Facility, on the grounds of race, religion, national origin, marital status, sex, age, disability, or in any manner prohibited by the laws of the United States or the State of Texas. 9. Force Majeure. If the Corporation or Del Mar is prevented, wholly or in part, from fulfilling its obligations under this Agreement by reason of any act of God, unavoidable accident, acts of enemies, fires, floods, governmental restraint or regulation, other causes of force majeure, or by reason of circumstances beyond its control, then the obligations of the Corporation or Del Mar are temporarily suspended during continuation of the force majeure. If either party's obligation is affected by any of the causes of force majeure, the party affected shall promptly notify the other party in writing, giving full particulars of the force majeure as soon as possible after the occurrence of the cause or causes relied upon. 10. Assignment. Del Mar may not assign all or any part of its rights, privileges, or duties under this Agreement without the prior written approval of the Corporation and City. Any attempted assignment without approval is void, and constitutes a breach of this Agreement. 11. Events of Default by Del Mar. The following events constitute a default of this Agreement by Del Mar: a. The Corporation or City determines that any representation or warranty on behalf of Del Mar contained in this Agreement or in any financial statement, certificate, report, or opinion submitted to the Corporation in connection with this Agreement was incorrect or misleading in any material respect when made; b. Del Mar fails to comply with one or more terms of this Agreement. 12. Notice of Default. Should the Corporation or City determine that Del Mar is in default according to the terms of this Agreement, the Corporation or City shall notify Del Mar in writing of the event of default and provide 60 days from the date of the notice ("Cure Period") for Del Mar to cure the event of default. Page 3 of 7 2025 Del Mar SBDC Contract 13. Results of Uncured Default by Del Mar. After exhausting good faith attempts to address any default during the Cure Period, and taking into account any extenuating circumstances that might have occurred through no fault of Del Mar, as determined by the Board of Directors of the Corporation, the following actions must be taken for any default that remains uncured after the Cure Period. a. Del Mar shall immediately repay all funds paid by Corporation to them under this Agreement. b. Del Mar shall pay Corporation reasonable attorney fees and costs of court to collect amounts due to Corporation if not immediately repaid upon demand from the Corporation. c. Upon payment by Del Mar of all sums due, the Corporation and Del Mar shall have no further obligations to one another under this Agreement. 14. No Waiver. a. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, constitutes a waiver of any subsequent breach of the covenant or condition of the Agreement. b. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, justifies or authorizes the nonobservance on any other occasion of the covenant or condition or any other covenant or condition of this Agreement. c. Any waiver or indulgence of Del Mar's default may not be considered an estoppel against the Corporation. d. It is expressly understood that if at any time Del Mar is in default in any of its conditions or covenants of this Agreement, the failure on the part of the Corporation to promptly avail itself of the rights and remedies that the Corporation may have, will not be considered a waiver on the part of the Corporation, but Corporation may at any time avail itself of the rights or remedies or elect to terminate this Agreement on account of the default. 15. Del Mar specifically agrees that Corporation shall only be liable to Del Mar for the actual amount of the money grants to be conveyed to Del Mar, and shall not be liable to Del Mar for any actual or consequential damages, direct or indirect, interest, attorney fees, or cost of court for any act of default by Corporation under the terms of this Agreement. Payment by Corporation is strictly limited to those funds so allocated, budgeted, and collected solely during the grant term of this Agreement. Corporation shall use its best efforts to anticipate economic conditions and to budget accordingly. However, it is further understood and agreed that, should the actual total sales tax revenue collected for any one year be less than the total amount of grants to be paid to all contracting parties with Corporation for that year, then in that event, all contracting parties shall Page 4 of 7 2025 Del Mar SBDC Contract receive only their pro rats share of the available sales tax revenue for that year, less Corporation's customary and usual costs and expenses, as compared to each contracting parties'grant amount for that year, and Corporation shall not be liable to for any deficiency at that time or at any time in the future. In this event, Corporation will provide all supporting documentation, as requested. Payments to be made shall also require a written request from Del Mar to be accompanied by all necessary supporting documentation. 16. The parties mutually agree and understand that funding under this Agreement is subject to annual appropriations by the City Council; that each fiscal year's funding must be included in the budget for that year; and the funding is not effective until approved by the City Council, 17. Notices. a. Any required written notices shall be sent mailed, certified mail, postage prepaid, addressed as follows: Del Mar College District: Del Mar College District Attn: Lenora Keas Executive Vice-President and Chief Operating Officer 101 Baldwin Blvd Corpus Christi, Texas 78404-3897 Corporation: Corpus Christi B Corporation Attn.: Executive Director 1201 Leopard Street Corpus Christi, Texas 78401 b. A copy of all notices and correspondence must be sent the City at the following address: City of Corpus Christi Attn.: City Manager P.O. Box 9277 Corpus Christi, Texas 78469-9277 c. Notice is effective upon deposit in the United States mail in the manner provided above. 18. Incorporation of other documents. The Type B Guidelines, as amended, are incorporated into this Agreement. 19. Amendments or Modifications. No amendments or modifications to this Agreement may be made, nor any provision waived, unless in writing signed by a person duly authorized to sign Agreements on behalf of each party. Page 5 of 7 2025 Del Mar SBDC Contract 20. Relationship of Parties. In performing this Agreement, both the Corporation and Del Mar will act in an individual capacity, and not as agents, representatives, employees, employers, partners, joint-venturers, or associates of one another. The employees or agents of either party may not be, nor be construed to be, the employees or agents of the other party for any purpose. 21. Captions. The captions in this Agreement are for convenience only and are not a part of this Agreement. The captions do not in any way limit or amplify the terms and provisions of this Agreement. 22. Severability. a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Agreement or the application of this Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the definite intent of the parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word of this Agreement be given full force and effect for its purpose. b. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Agreement, then the remainder of this Agreement is not affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Agreement automatically. 23. Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas. 24, Sole Agreement. This Agreement constitutes the sole Agreement between Corporation and Del Mar. Any prior Agreements, promises, negotiations, or representations, verbal or otherwise, not expressly stated in this Agreement, are of no force and effect. 25. Survival of terms of Agreement and obligations of parties. The terms of this Agreement and the obligation of the parties relating to Section 14.a and b shall survive the termination of this Agreement. Page 6 of 7 2025 Del Mar SBDC Contract APPROVED AS TO FORM: 15 day of August, 2024. acqueline Salinas-Bazan Assistant City Attorney For City Attorney Corpus Christi B Corporation By: Lj'a�� l!�' Leah Pagan Olid rri President Date: f Z 7 Attest: , By. f�✓�c Rebecca Huerta Assistant Secretary Del Mar College District 44a,._ By: Lenora Keas Executive Vice-President and Chief Operating Officer Date: k r I'� _ Aq THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on U_A-m wl 2024, by Lenora Keas, Executive Vice-President and Chief Operating Officer, Del Mar College District, a political subdivision of the State of Texas, on behalf of the college district. Carolyn Jean Sorrels . My Commission n Expires 1 6/tar ID JUn l.� 26 Notary ID Notary Public 10561288 State of Texas Page 7 of 7 2025 De'Mar$BDC Contract SMALL BUSINESS INCENTIVES AGREEMENT BETWEEN THE CORPUS CHRISTI B CORPORATION AND DEL MAR COLLEGE DISTRICT FOR DEL MAR COLLEGE'S CYBER CENTER This Small Business Incentives Agreement ("Agreement") is entered into between the Corpus Christi B Corporation ("Corporation") and Del Mar College District, a Texas institution of higher learning ("Del Mar"). WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vernon's Texas Revised Civil Statutes (Development Corporation Act of 1979), now Title 12, Subtitle C1 (Chapters 501 —507), Texas Local Government Code, empowered local communities with the ability to adopt an optional local sales and use tax as a means of improving the economic health and prosperity of their citizens; WHEREAS, on November 8, 2016, residents of the City of Corpus Christi, Texas ("City") passed Proposition 1, Adopt Type B Sales Tax to Replace Expiring Portion of Type A Sales Tax, which authorized the adoption of a sales and use tax to be administered by a Type B Corporation at the rate of one-eighth of one percent to be imposed for 20 years with use of the proceeds for(1) 50% to the promotion and development of new and expanded enterprises to the full extent allowed by Texas law, (2) $500,000 annually for affordable housing, and (3) the balance of the proceeds for the construction, maintenance and repair of arterial and collector streets and roads; WHEREAS, the 118th cent sales tax authorized by passage of Proposition 1 was subsequently enacted by the City Council and filed with the State Comptroller of Texas, effective April 1, 2018, to be administered by the Corpus Christi B Corporation Board; WHEREAS, the Corpus Christi B Corporation exists for the purposes of encouraging and assisting entities in the creation of jobs for the citizens of Corpus Christi, Texas; WHEREAS, the Board of Directors of the Corporation ("Board"), on August 16, 2021, amended the Corporation's Guidelines and Criteria for Granting Business Incentives ("Type B Guidelines"), which the City Council approved on August 31, 2021; WHEREAS, Section 501.073 of the Act requires the City Council to approve all programs and expenditures of the Corporation; WHEREAS, the Board has determined that it is in the best interests of the citizens of Corpus Christi, Texas that small business development funds be provided to Del Mar, through this Agreement with Del Mar, to be used by Del Mar, which seeks to create a Cyber Center within the City to assist companies looking for contracts with existing and potential future large industrial companies in our area; In consideration of the covenants, promises, and conditions stated in this Agreement, Corporation and Del Mar agree as follows: 1. Effective Date. The effective date of this Agreement ("Effective Date") is the latest date that either party executes this Agreement or the date on which this Agreement is approved by City Council, whichever is later. Page 1 of 7 2025 Del Mar Cyber Center Contract 2. Term. The term of this Agreement is for one year from January 1, 2025, through December 31, 2025. 3. Performance Requirements and Grants Del Mar shall, no later than February 15, 2025, begin operation of the Cyber Center, which will provide educational seminars and one-on-one advising to small and mid-size businesses who need assistance with developing and implementing process and procedures to secure the safety of their business information. Del Mar shall create or retain at least one full-time employee for the management of the Cyber Center and shall provide the office space and any other materials needed to operate the Cyber Center and all other office costs, including IT services, maintenance, janitorial, and utilities. Del Mar will provide an annual report detailing the number of businesses participating in training and/or one-on-one advising,the number of Cyber Hygiene Protocols achieved by clients, the number of Cyber Assessments completed by clients, the number of contracts saved or obtained with Cyber Center assistance, and the number of jobs created or retained due to the Cyber Center assistance. The Corporation will pay Del Mar, as a grant, an amount not to exceed $140,000 for the operation of the Cyber Center. The Corporation will pay the grant to Del Mar as invoices are received. Del Mar will display signage and include reference on its Cyber Center website that states that they are recipients of Type B funding. This signage will be provided to Del Mar by the Corporation and will be displayed in a location that is visible to a visitor to their Center for Economic Development on Staples Street. 4. Living Wage Requirement. In order to count as a permanent full-time job under this agreement, the job should provide a "living wage" for the employee. The target living wage under this agreement is that annual amount equal or greater than poverty level for a family of three, established by the U.S. Department of Health and Human Services Poverty Guidelines, divided by 2,080 hours per year for that year. 5. Health Insurance. To qualify for this incentive, an employer shall certify that it has offered a health insurance program for its full-time employees during the term of the Agreement. 6. Warranties. Del Mar warrants and represents to Corporation the following: a. Del Mar is a Texas institution of higher learning duly organized, validly existing, and in good standing under the laws of the State of Texas, has all corporate power and authority to carry on its business as presently conducted in Corpus Christi, Texas. b. Del Mar has the authority to enter into and perform, and will perform, the terms of this Agreement to the best of its ability. c. Del Mar has timely filed and will timely file all local, State, and Federal tax reports and returns required by laws to be filed and all taxes, assessments, fees, and other governmental charges, including applicable ad valorem taxes, have been timely paid, and will be timely paid, during the term of this Agreement. d. Del Mar has access to the Texas Development Corporation Act, Title 12, Subtitle C1 (Chapters 501 — 507), Texas Local Government Code, on the State's website, and acknowledges that the funds granted in this Agreement must be utilized solely for purposes authorized under State law and by the terms of this Agreement. Page 2 of 7 2025 Del Mar Cyber Center Contract e. The person executing this Agreement on behalf of Del Mar is duly authorized to execute this Agreement on behalf of Del Mar. f. Del Mar does not and agrees that it will not knowingly employ an undocumented worker. If, after receiving payments under this Agreement, Del Mar is convicted of a violation under 8 U.S.C. Section 1324a(f), Del Mar shall repay the payments received under this Agreement to the City, with interest at the Wall Street Journal Prime Rate, not later than the 120'h day after the date Del Mar has been notified of the violation. 7. Compliance with Laws. During the Term of this Agreement, Del Mar shall observe and obey all applicable laws, ordinances, regulations, and rules of the Federal, State, county, and city governments. 8. Non-Discrimination. Del Mar covenants and agrees that Del Mar will not discriminate nor permit discrimination against any person or group of persons, with regard to employment and the provision of services at, on, or in the Facility, on the grounds of race, religion, national origin, marital status, sex, age, disability, or in any manner prohibited by the laws of the United States or the State of Texas. 9, Force Majeure. If the Corporation or Del Mar is prevented, wholly or in part, from fulfilling its obligations under this Agreement by reason of any act of God, unavoidable accident, acts of enemies, fires, floods, governmental restraint or regulation, other causes of force majeure, or by reason of circumstances beyond its control, then the obligations of the Corporation or Del Mar are temporarily suspended during continuation of the force majeure. If either party's obligation is affected by any of the causes of force majeure, the party affected shall promptly notify the other party in writing, giving full particulars of the force majeure as soon as possible after the occurrence of the cause or causes relied upon. 10. Assignment. Del Mar may not assign all or any part of its rights, privileges, or duties under this Agreement without the prior written approval of the Corporation and City. Any attempted assignment without approval is void, and constitutes a breach of this Agreement. 11. Events of Default by Del Mar. The following events constitute a default of this Agreement by Del Mar: a. The Corporation or City determines that any representation or warranty on behalf of Del Mar contained in this Agreement or in any financial statement, certificate, report,or opinion submitted to the Corporation in connection with this Agreement was incorrect or misleading in any material respect when made; b. Del Mar fails to comply with one or more terms of this Agreement. Page 3 of 7 2026 Del Mar Cyber Center Contract 12. Notice of Default. Should the Corporation or City determine that Del Mar is in default according to the terms of this Agreement, the Corporation or City shall notify Del Mar in writing of the event of default and provide 60 days from the date of the notice ("Cure Period") for Del Mar to cure the event of default. 13. Results of Uncured Default by Del Mar. After exhausting good faith attempts to address any default during the Cure Period, and taking into account any extenuating circumstances that might have occurred through no fault of Del Mar, as determined by the Board of Directors of the Corporation, the following actions must be taken for any default that remains uncured after the Cure Period. a. Del Mar shall immediately repay all funds paid by Corporation to them under this Agreement. b. Del Mar shall pay Corporation reasonable attorney fees and costs of court to collect amounts due to Corporation if not immediately repaid upon demand from the Corporation. c. Upon payment by Del Mar of all sums due, the Corporation and Del Mar shall have no further obligations to one another under this Agreement. 14. No Waiver. a. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, constitutes a waiver of any subsequent breach of the covenant or condition of the Agreement. b. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, justifies or authorizes the nonobservance on any other occasion of the covenant or condition or any other covenant or condition of this Agreement. c. Any waiver or indulgence of Del Mar's default may not be considered an estoppel against the Corporation. d. It is expressly understood that if at any time Del Mar is in default in any of its conditions or covenants of this Agreement, the failure on the part of the Corporation to promptly avail itself of the rights and remedies that the Corporation may have, will not be considered a waiver on the part of the Corporation, but Corporation may at any time avail itself of the rights or remedies or elect to terminate this Agreement on account of the default. 16. Del Mar specifically agrees that Corporation shall only be liable to Del Mar for the actual amount of the money grants to be conveyed to Del Mar, and shall not be liable to Del Mar for any actual or consequential damages, direct or indirect, interest, attorney fees, or cost of court for any act of default by Corporation under the terms of this Agreement. Payment by Corporation is strictly limited to those funds so allocated, budgeted, and collected solely during the grant term of Page 4 of 7 2025 Del Mar Cyber Center Contract this Agreement. Corporation shall use its best efforts to anticipate economic conditions and to budget accordingly. However, it is further understood and agreed that, should the actual total sales tax revenue collected for any one year be less than the total amount of grants to be paid to all contracting parties with Corporation for that year,then in that event, all contracting parties shall receive only their pro rata share of the available sales tax revenue for that year, less Corporation's customary and usual costs and expenses, as compared to each contracting parties'grant amount for that year, and Corporation shall not be liable to for any deficiency at that time or at any time in the future. In this event, Corporation will provide all supporting documentation, as requested. Payments to be made shall also require a written request from Del Mar to be accompanied by all necessary supporting documentation. 16. The parties mutually agree and understand that funding under this Agreement is subject to annual appropriations by the City Council; that each fiscal year's funding must be included in the budget for that year; and the funding is not effective until approved by the City Council 17. Notices. a. Any required written notices shall be sent mailed, certified mail, postage prepaid, addressed as follows: Del Mar College District: Del Mar College District Attn: Lenora Keas Executive Vice-President and Chief Operating Officer 101 Baldwin Blvd Corpus Christi, Texas 78404-3897 Corporation: Corpus Christi B Corporation Attn.: Executive Director 1201 Leopard Street Corpus Christi, Texas 78401 b. A copy of all notices and correspondence must be sent the City at the following address: City of Corpus Christi Attn.: City Manager P.O. Box 9277 Corpus Christi, Texas 78469-9277 c. Notice is effective upon deposit in the United States mail in the manner provided above. 18. Incorporation of other documents. The Type B Guidelines, as amended, are incorporated into this Agreement. Page 5 of 7 2025 Del Mar Cyber Center Contract 19. Amendments or Modifications. No amendments or modifications to this Agreement may be made, nor any provision waived, unless in writing signed by a person duly authorized to sign Agreements on behalf of each party. 20. Relationship of Parties. In performing this Agreement, both the Corporation and Del Mar will act in an individual capacity, and not as agents, representatives, employees, employers, partners, joint-venturers, or associates of one another. The employees or agents of either party may not be, nor be construed to be, the employees or agents of the other party for any purpose. 21. Captions. The captions in this Agreement are for convenience only and are not a part of this Agreement. The captions do not in any way limit or amplify the terms and provisions of this Agreement. 22. Severability. a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Agreement or the application of this Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the definite intent of the parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word of this Agreement be given full force and effect for its purpose. b. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Agreement, then the remainder of this Agreement is not affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Agreement automatically. 23. Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas, 24. Sole Agreement. This Agreement constitutes the sole Agreement between Corporation and Del Mar. Any prior Agreements, promises, negotiations, or representations, verbal or otherwise, not expressly stated in this Agreement, are of no force and effect. 25. Survival of terms of Agreement and obligations of parties. The terms of this Agreement and the obligation of the parties relating to Section 14.a and b shall survive the termination of this Agreement. Page 6 of 7 2025 Del Mar Cyber Center Contract APPROVED AS TO FORM: 15 day of August, 2024. - J, '�i?�C" Tacqueline Salinas-Bazan Assistant City Attorney For City Attorney Corpus Christi B Corporation Y Leah Pagan Ofivarri President Date: Attest: Y Rebecca Huerta Assistant Secretary Del Mar College District By: ialvvo� Lenora Keas Executive Vice-President and Chief Operating Officer Date: a- 22— a4 THE STATE OF TEXAS § § COUNTY OF NUECES § This instrument was acknowledged before me on ,.s1 2024, by Lenora Keas, Executive Vice-President and Chief Operating Off1her, Del Mar College District, a political subdivision of the State of Texas, on behalf of the college district. 10 Carolyn Jeen sorrals My Co 11612028Ion xplre• Notary Public I(e 1056 2666 State of Texas Page 7 of 7 2025 Del Mar Cyber Center Contract se GO H, U N�ORPOPPE AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting October 15, 2024 DATE: October 15, 2024 TO: Peter Zanoni, City Manager FROM: Ernesto De La Garza, Director of Public Works ErnestoD2@cctexas.com (361) 826-1677 Honorary Street Name Designation for Cimarron Boulevard (Yorktown Boulevard to Saratoga Boulevard) CAPTION: Motion authorizing "Veterans Memorial Parkway" as the honorary street name for Cimarron Boulevard, from Yorktown Boulevard to Saratoga Boulevard, and the installation of signs that bear the honorary street name. SUMMARY: The motion authorizes the Public Works Department to install signs bearing the honorary street name of"Veterans Memorial Parkway", between Yorktown Boulevard to Saratoga Boulevard, along Cimarron Boulevard. The designation is "honorary" so the street segment and signs will still bear the official name of Cimarron Boulevard and property addresses will not be impacted. BACKGROUND AND FINDINGS: This year marks the tenth (loth) anniversary of Veterans Memorial High School which fronts Cimarron Boulevard. In honor of this milestone, Roland Hernandez, Ph.D., Superintendent of the Corpus Christi Independent School District (CCISD) petitioned the City to request an "honorary" street name designation along Cimarron Boulevard between Yorktown Boulevard and Saratoga Boulevard. The honorary name requested is "Veterans Memorial Parkway". City Council Policy 7 provides direction for Council on the naming of streets. If approved, the cost for fabrication and field installation will be paid by the Public Works Department. A total of eight (8) signs will be installed on traffic signal poles along the corridor. ALTERNATIVES: Do not approve designating "Veterans Memorial Parkway" as the honorary street name along Cimarron Boulevard between Yorktown Boulevard to Saratoga Boulevard. FISCAL IMPACT: The fiscal impact for FY 2025 will be dependent on approval of the honorary street naming and will be funded through the FY 2025 Public Works Department budget should not exceed $800. RECOMMENDATION: City Staff recommends City Council to support and approve "Veterans Memorial Parkway" as the honorary street name designation along Cimarron Boulevard between Yorktown Boulevard and Saratoga Boulevard. LIST OF SUPPORTING DOCUMENTS: Corpus Christi Independent School District (CCISD) Letter of Support Presentation Office of the Superintendent R©land Hernandez,Ph.D. Superintendent of Schools P.O.Box 110.801 Leopard Street Corpus Christi,Texas 78403-0110 Office:361/695-7405.Fax:3611886-9109 (E) Website: www.ccisd.us October 11, 2024 Mayor Paulette Guajardo City Manager Peter Zanoni City Council Dear Mayor Guajardo: Please accept this letter of support for the honorary naming of the section of Cimarron from Yorktown to Saratoga. The honorary name being Veterans Memorial Parkway, to honor Veterans Memorial High School. This year marks the 10`h Anniversary of VMHS. The CCISD Board unanimously approved the request. Please let me know if there is any additional information needed by calling 361-695-7405 Sincerely, Roland Hernandez, Ph.D. Superintendent of Schools Corpus Christi Independent School District. Every student a learner—Every learner a graduate...Every graduate a success! .'SIGN ZERO - aA 0111�• 0 CORPUS CHRISTI _ o Honorary Street Name Designation for Cimarron Boulevard (Yorktown Boulevard to Saratoga Boulevard ) City Council Presentation October 15, 2024 Qus� o NR WORKS 0 5 _ nsl of G fW-'t SARATOGA ro — 5 Cg'J� �w �,�r g ft}\ ...� `l � _ ._." -11 L' �.su,•1r�f'I �, :T ~ w `> O I VHMS jr 7 7� yx _I YORKTOWN n Google V.EarthI _ r' r a �; Opp JS C/yR G 0 -�-a PUBLIC WOB KS � hr esz g Design ,fir Recommendation Oio o City Staff recommends support and approval of "Veterans Memorial Parkway" as the honorary street name designation along Cimarron Boulevard between Yorktown Boulevard and Saratoga Boulevard. se 0 0 PH o AGENDA MEMORANDUM NCORPO0.1¢ First Reading for the City Council Meeting of October 15, 2024 1852 DATE: October 15, 2024 TO: Peter Zanoni, City Manager FROM: Mike Markle, Chief of Police mikemaa-cctexas.com 361-886-2603 Acceptance and appropriation of the Violence Against Women Act Grant for the Corpus Christi Police Department CAPTION: Ordinance authorizing acceptance of a grant in an amount of$59,609.00 from the State of Texas, Criminal Justice Division for Violence Against Women Program with a cash match of$24,719.82 and in-kind match of $6,960.00; transferring $24,719.82 from the General Fund to the Police Grants Fund; appropriating $84,328.82 into the Police Grants Fund; and authorizing one full-time civilian employee as a Victim Case Manager. SUMMARY: Funding is available from the State of Texas, Criminal Justice Division, under the Violence Against Women Act. The grant provides funds to projects with the primary mission of reducing and preventing violence against women. BACKGROUND AND FINDINGS: The Violence Against Women Act (VAWA) grant continues to support the Family Violence Unit by utilizing civilians and volunteers to contact family violence victims when a written report is made by a sworn police officer. The grant provides funds for one civilian victim case manager to contact female victims who often fear retaliation and violence when the offender is released following arrest. The Case Manager provides information concerning alternatives, available services, and protective orders to avoid continued violence. The case manager also serves to establish a working relationship between social agencies and the Corpus Christi Police Department (CCPD) to provide educational opportunities to the community through speaking engagements and the distribution of literature. The long-term goal of the grant is to provide victims of domestic violence and other serious crimes with crisis intervention, follow up assistance, encourage cooperation with law enforcement, facilitate utilization of available resources, and assist with immediate and long-term safety needs of victims. The State of Texas provides $59,609.00 for the salary and benefits of one Victim Case Manager, equipment, supplies, training, and mileage. The Victim Case Manager also coordinates volunteer hours that contribute $6,960.00 in-kind contribution. The City contributes a cash match of $24,719.82 for training, travel, supplies and miscellaneous equipment. The grant period is October 1, 2024 through September 30, 2025.The City has received this grant for the past 25 years. Last year, the City received the same amount of$59,609.00 from this grant. ALTERNATIVES: The alternative is not to accept the grant; however, the funding for this grant allows case management for female victims of violent crimes. Without the grant funds, CCPD's activities to support violence against women would be limited. FISCAL IMPACT: The fiscal impact for FY 2025 is accepting and appropriating an amount of $59,609.00 to the Police Grants Fund. This item also will authorize a transfer and appropriation in an amount of $24,719.82 from the General Fund to the Police Grants Fund for the City cash match for a total appropriation in the Police Grants Fund of$$84,328.82. Funding Detail: Fund: 1020 & 1061 Organization/Activity: 1020-60035/1061-832024F Department: 29 Project # (CIP Only): N/A Account: 1020- 548590 Cash contribution - grant match 510100 Salaries and Wages 511000 Retirement 513000 Group insurance benefits 513001 Other employee benefits 548120 Self Insurance Allocation Amount: $84,328.82 RECOMMENDATION: Staff recommends accepting the grant and appropriating the funds, as presented. LIST OF SUPPORTING DOCUMENTS: Statement of Grant Award Ordinance authorizing the acceptance of $59,609.00 from the State of Texas, Criminal Justice Division Violence Against Women Program with a cash match of$24,719.82 from the General Fund and an in-kind match of $6,960.00; and appropriating funds in the amount of $84,328.82 in the Police Grants Fund; and authorizing one full-time civilian employee as a Victim Case Manager. BE IT RESOLVED 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 accept funding in the amount of $59,609.00 from the State of Texas, Criminal Justice Division Violence Against Women Program to support the Family Violence Unit. SECTION 2. The City Council commits to provide for the applicable contribution of $24,719.82 from the General Fund to the Police Grants Fund and $6,960.00 of in-kind services. SECTION 3. The City Council designates the Chief of Police as the grantee's authorized official. The authorized official may apply for, accept, reject, alter, or terminate the grant. SECTION 4. In the event of the loss or misuse of these State of Texas funds, the City of Corpus Christi assures that the funds will be returned to the State of Texas in full. Introduced and voted on the day of October, 2024. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary E I Statement of Grant Award(SOGA) I f The Statement of Grant Award is the official notice of award from the Office of the Governor(OOG). This Grant Agreement and all terms, conditions,provisions and obligations set forth herein shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns and all other State of Texas agencies and any other agencies, departments, divisions,governmental entities,public corporations,and other entities which shall be successors to each of the Parties or which shall succeed to or become obligated to perform or become bound by any of the covenants,agreements or obligations hereunder of each of the Parties hereto. The approved project narrative and budget for this award are reflected in eGrants on the `Narrative' and`Budget/Details'tabs. By accepting the Grant Award in eGrants, the Grantee agrees to strictly comply with the requirements and obligations of this Grant Agreement including any and all applicable federal and state statutes,regulations,policies, guidelines and requirements. In instances where conflicting requirements apply to a Grantee, the more restrictive requirement applies. The Grant Agreement includes the Statement of Grant Award; the OOG Grantee Conditions and Responsibilities;the Grant Application in eGrants;and the other identified documents in the Grant Application and Grant Award,including but not limited to: 2 CFR Part 200,Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards; Chapter 783 of the Texas Government Code,Title 34,Part 1, Chapter 20, Subchapter E,Division 4 of the Texas Administrative Code, and the Texas Grant Management Standards(TxGMS)developed by the Comptroller of Public Accounts;the state Funding Announcement or Solicitation under which the grant application was made,and for federal funding, the Funding Announcement or Solicitation under which the OOG was awarded fiends;and any applicable documents referenced in the documents listed above. For grants awarded from the U.S. Department of Justice, the current applicable version of the Department of Justice Grants Financial Guide and any applicable provisions in Title 28 of the CFR apply.For grants awarded from the Federal Emergency Management Agency(FEMA),all Information Bulletins and Policies published by the FEMA Grants Program Directorate apply. The OOG reserves the right to add additional responsibilities and requirements,with or without advance notice to the Grantee. By clicking on the'Accept'button within the'Accept Award'tab, the Grantee accepts the responsibility for the grant project, agrees and certifies compliance with the requirements outlined in the Grant Agreement,including all provisions incorporated herein, and agrees with the following conditions of grant funding. The grantee's funds will not be released until the grantee has satisfied the requirements of the following Condition(s) of Funding and Other Fund-Specific Requirement(s), if any, cited below: Grant Number: 1517126 Award Amount: $59,609.00 Date Awarded: 9/20/2024 Grantee Cash Match: $24,719.82 Grant Period: 10/01/2024-09/30/2025 Grantee In Kind Match: $6,960.00 Liquidation Date: 12/29/2025 Grantee GPI: $0.00 Program Fund: WF-Violence Against Women Formula Grants Total Project Cost: $91,288.82 Grantee Name: Corpus Christi, City of Project Title: Victim Assistance Program Grant Manager: Brandi Barba Unique Entity Identifier(UEI): XETBTPKCL895 CFDA: 16.588 -Violence Against Women Formula Grants Federal Awarding U.S. Department of Justice, Office on Violence Against Women Agency: Federal Award 9/13/2024 Date: Federal/State 15JOVW-24-GG-00542-MUMU Award ID Number: Total Federal Award/State Funds $13,935,716.00 Appropriated: Pass Thru Entity Texas Office of the Governor—Criminal Justice Division(CJD) Name: Is the Award R&D: No so o N AGENDA MEMORANDUM NCORPOa I Action Item for the City Council Meeting of October 15, 2024 1852 DATE: October 15, 2024 TO: Peter Zanoni, City Manager FROM: Mike Markle, Chief of Police Mikemaa-cctexas.com (361) 886-2603 Accepting and appropriating the Victims of Crime Act Grant within the Corpus Christi Police Department CAPTION: Ordinance authorizing the acceptance of a grant in the amount of$318,816.56 from the State of Texas under the Victims of Crime Act for salaries and benefits for five civilian positions for the Corpus Christi Police Department's Victim Assistance Program, with a cash match of$61,624.14 and in-kind services of$18,080.00; and appropriating $318,816.56 in the Police Grants Fund; and authorizing five full-time employees. SUMMARY: Funding is available from the State of Texas, Criminal Justice Division, to continue the Victims Assistance Program within the Corpus Christi Police Department. The Victim Assistance Program provides funds to projects with the primary mission of providing direct services to victims of crime. BACKGROUND AND FINDINGS: The Victims of Crime Act (VOCA) Grant provides support for the Corpus Christ Police Department's (CCPD) Victim Assistance Program. The Program provides assistance to victims and family members who have experienced direct victimization. The goal of the program is to lessen the short- and long-term trauma experienced as a direct result of victimization. Victims and their family members are provided with information, reassurance, and guidance for resolving problems and referrals to other social service agencies. The grant covers the salaries and benefits for four Victim Case Managers, one receptionist, equipment, supplies, and training travel. The four case managers provide services to victims including information and referral, criminal justice support and case information, and assistance with filing for benefits available through the Crime Victims' Compensation which is under the Texas Crime Victims Compensation Act. Overall, the work of the case manager work includes informing victims of their rights as victims, advocating on victims' behalf with other agencies and within the criminal justice system, and providing program participants transportation to shelter or to court. Primary and secondary victims of crime are assisted to stabilize their lives after victimization and to help victims understand and participate in the criminal justice system. The Program also works to provide victims of crime with a measure of safety and security. The case managers work closely through coalitions and with other agencies in an ongoing effort to identify needs and to improve the quality and continuity of services to victims in the community. The State of Texas provides $318,816.56 for the salaries and benefits of four Victim Case Managers and one receptionist, and $61,624.14 as the City cash match for office supplies, postage, cellular phones, and training travel. Volunteer hours contribute$18,080.00 as the in-kind contribution. The funding is not on a declining percentage or ending funding cycle. The grant period will be October 1, 2024, through September 30, 2025. The City has received the grant for 25 years. Last year, the City received $367,441.52 from this grant. ALTERNATIVES: The alternative is not to accept the grant and discontinue the Victim Assistance Program, which will result in less services being provided to persons who have experienced direct victimization. FINANCIAL IMPACT: The fiscal impact for FY2025 is accepting and appropriating an amount of $318,816.56 to the Police Grants Fund. Funding Detail Fund 1061 Organ ization/Activity: 842025F Mission Element: 29 Project # (CIP Only): N/A Account: 510100 Salaries and Wages 511000 Retirement 513000 Group insurance benefits 513001 Other employee benefits 520090 Minor Tools 547010 Travel 548120 Self Insurance Allocation Amount: $318,816.56 Fund 1020 Organization/Activity: 11720 Mission Element: 29 Project # (CIP Only): N/A Account: 510100 Salaries and Wages 511000 Retirement 520900 Minor Tools 520120 Office Supplies 530200Telephone 547010 Travel Amount: $61,624.14 RECOMMENDATION: Staff recommends accepting the award and appropriating the funds, as presented. LIST OF SUPPORTING DOCUMENTS: Statement of Grant Award Ordinance authorizing the acceptance of a grant in the amount of $318,816.56 from the State of Texas, Criminal Justice Division for the Victims of Crime Act with City cash match of$61,624.14 and an in-kind match of$18,080.00 for the Corpus Christi Police Department's Victim Assistance Program; and appropriating $318,816.56 in the Police Grants Fund; and authorizing five full-time employees. BE IT RESOLVED 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 accept funding in the amount of $318,816.56 from the State of Texas, Criminal Justice Division for the Victims of Crime Act, authorizing five full-time employees. SECTION 2. The City Council commits to provide for the applicable contribution of $61 ,624.14 from the General Fund to the Police Grants Fund and an in-kind match of $18,080.00 for the Corpus Christi Police Department's Victim Assistance Program. SECTION 3. The City Council designates the Chief of Police as the grantee's authorized official. The authorized official may apply for, accept, reject, alter, or terminate the grant. SECTION 4. In the event of the loss or misuse of these State of Texas funds, the City of Corpus Christi assures that the funds will be returned to the State of Texas in full. Introduced and voted on the day of October, 2024. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary Statement of Grant Award(SOGA) The Statement of Grant Award is the official notice of award from the Office of the Governor(OOG).This Grant Agreement and all terms,conditions,provisions and obligations set forth herein shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns and all other State of Texas agencies and any other agencies,departments, divisions,governmental entities,public corporations,and other entities which shall be successors to each of the Parties or which shall succeed to or become obligated to perform or become bound by any of the covenants,agreements or obligations hereunder of each of the Parties hereto. The approved project narrative and budget for this award are reflected in eGrants on the `Narrative'and`Budget/Details'tabs. By accepting the Grant Award in eGrants,the Grantee agrees to strictly comply with the requirements and obligations of this Grant Agreement including any and all applicable federal and state statutes,regulations,policies,guidelines and requirements. In instances where conflicting requirements apply to a Grantee,the more restrictive requirement applies. The Grant Agreement includes the Statement of Grant Award;the OOG Grantee Conditions and Responsibilities;the Grant Application in eGrants;and the other identified documents in the Grant Application and Grant Award,including but not limited to: 2 CFR Part 200,Uniform Administrative Requirements,Cost Principles,and Audit Requirements for Federal Awards; Chapter 783 of the Texas Government Code,Title 34,Part 1,Chapter 20, Subchapter E,Division 4 of the Texas Administrative Code,and the Texas Grant Management Standards(TxGMS)developed by the Comptroller of Public Accounts;the state Funding Announcement or Solicitation under which the grant application was made,and for federal funding,the Funding Announcement or Solicitation under which the OOG was awarded funds;and any applicable documents referenced in the documents listed above.For grants awarded from the U.S.Department of Justice,the current applicable version of the Department of Justice Grants Financial Guide and any applicable provisions in Title 28 of the CFR apply.For grants awarded from the Federal Emergency Management Agency(FEMA),all Information Bulletins and Policies published by the FEMA Grants Program Directorate apply.The OOG reserves the right to add additional responsibilities and requirements,with or without advance notice to the Grantee. By clicking on the'Accept'button within the'Accept Award'tab,the Grantee accepts the responsibility for the grant project, agrees and certifies compliance with the requirements outlined in the Grant Agreement,including all provisions incorporated herein,and agrees with the following conditions of grant funding. The grantee's funds will not be released until the grantee has satisfied the requirements of the following Condition(s)of Funding and Other Fund-Specific Requirement(s),if any,cited below: Grant Number: 1522322 Award Amount: $318,816.56 Date Awarded: 9/3/2024 Grantee Cash Match: $61,624.14 Grant Period: 10/01/2024-09/30/2025 Grantee In Kind $18,080.00 Match: Liquidation Date: 12/29/2025 Grantee GPI: $0.00 Program Fund: VA-Victims of Crime Act Formula Grant Total Project Cost: $398,520.70 Program Grantee Name: Corpus Christi,City of Project Title: Victims of Crime Act Grant Manager: Shannon Wilson Unique Entity Identifier XETBTPKCL895 (UEI): CFDA: 16.575-Victims of Crime Act Formula Grant Program Federal Awarding U.S. Department of Justice,Office of Justice Programs,Office for Victims of Crime Agency: Federal Award Date: 8/23/2023 Federal/State Award ID 15POVC-23-GG-00468-ASSI Number: Total Federal Award/State Funds $118,442,780.00 Appropriated: Pass Thru Entity Name: Texas Office of the Governor—Criminal Justice Division(CJD) Is the Award R&D: No Federal/State Award This grant award provides funds from the Crime Victims Fund to enhance crime victim services in Description: the State.Victims of Crime Act(VOCA)assistance funds are typically competitively awarded by the State to local community-based organizations that provide direct services to crime victims � S cl �o 0PH � AGENDA MEMORANDUM µCORPOO IY� First Reading Item for the City Council Meeting of October 15, 2024 1852 Second Reading Item for the City Council Meeting of October 22, 2024 DATE: October 15, 2024 TO: Peter Zanoni, City Manager FROM: Robert Dodd, Director of Parks & Recreation RobertD4(c-)cctexas.com (361) 826-3133 Josh Chronley, Assistant Director of Finance — Procurement Josh C2(a)cctexas.com (361) 826-3169 Al Kruse and HEB Tennis Centers Lease Agreement CAPTION: Ordinance authorizing a three-year lease with Elizondo Tennis Foundation, a Texas non-profit corporation, to lease the Al Kruse Tennis Center and the HEB Tennis Center, with two one-year renewal options, in consideration for a monthly percentage of net revenue to the City of 15% in year one, 20% in year two, and 25% in year three, or minimum monthly rent payments of $2,500.00 in year one, $2,625.00 in year two, and $2,765.25 in year three, whichever is greater. (6 votes required) SUMMARY: The Al Kruse Tennis/Pickle Ball Center located at 502 King Street is currently managed/operated by the Elizondo Tennis Foundation (Operator)with a five-year Management Agreement term from March 1 , 2019 - October 31 , 2024. The HEB Tennis Center at 1520 Shely Street is currently managed/operated by Sweet Spot Tennis, LLC. Sweet Spot Tennis has had various agreements since 2018, and their current agreement also expires on October 31 , 2024. Parks and Recreation propose that both tennis centers be operated under one lease with one operator. The lease agreement entails that a portion of net revenue be allocated for maintenance, repairs, and potential future capital improvements at both tennis centers. The execution of this type of lease agreement bears responsibility to the Operator and creates a more self-sustaining operation; provides an avenue to achieve more revenue. BACKGROUND AND FINDINGS: The lease agreement outlines responsibilities between the Parks & Recreation Department and Elizondo Tennis such as maintenance/repairs, operating expenses, landscaping and staffing. Elizondo Tennis is responsible for the day-to-day operations and maintenance of each facility. They shall provide adequate staffing to provide goods and services. They will also be responsible for all operating expenses such as salaries/wages, equipment/cleaning supplies and costs of inventory purchased for sale in the Pro Shops and snack bars. During the term, the Operator shall also provide tennis/pickleball equipment, rental of tennis balls/pickleballs, and racket stringing services. For each facility, Elizondo Tennis will be responsible for minor facility repairs up to $1,000 per Exhibit C of the lease agreement. The City will be responsible for major facility repairs that exceed $1,000 as outlined in Exhibit C such as structural repairs (e.g. roof&foundation), building systems (e.g. plumbing, electrical & HVAC); repairs to parking lots, sidewalks, gates and signage. The lease agreement also stipulates responsibilities for facility utilities. For Al Kruse, the City will pay for electricity, telephone service, and water to include City trash service. For HEB Tennis Center, Elizondo Tennis will be responsible for dumpster rental/alarm services, pest control, and internet. For landscaping responsibilities, the lease agreement has defined maintenance boundaries for each facility per Exhibit A of the lease agreement. Parks and Recreation will be responsible for landscaping beyond 25 feet from the perimeter of HEB Tennis Center. For Al Kruse, Elizondo Tennis will have landscaping responsibilities for areas within the specified, chain-link fence surrounding the facility. The lease agreement allows for alcoholic beverages to be served/sold at each facility, year-round. Operator shall ensure compliance with all permits issued under the Texas Alcoholic Beverage Code, and rules and regulations issued by the Texas Alcoholic Beverage Commission regarding alcohol services and sales at the leased premises. The effective date of the lease agreement is upon final City Council approval. The table below details how rental payments will be calculated. ITEM DESCRIPTION QTY UNIT PERCENTAGE OF RENT REVENUE (MONTHLY MINIMUM 1 Percentage of Net Revenue 1 Year 15% $2,500 Year 1 2 Percentage of Net Revenue 1 Year 20% $2,625 Year 2 3 Percentage of Net Revenue 1 Year 25% $2,756.25 Year 3 Net revenues shall not include Pro Shop revenues or revenues from snack bar food and beverages. Net revenues shall include revenues derived from the sale of alcohol. The lease agreement also includes a reference to the "Parks & Recreation Tennis Center Contractor Compliance Policy & Procedure" which specifies tennis center review practices for facilities/programming and financial reviews for HEB and Al Kruse Tennis Centers respectively. Amendments to the City Tennis Fee Schedule are proposed and are included in the lease agreement as Exhibit D. PROCUREMENT DETAIL: Finance & Procurement conducted a competitive Request for Qualifications (RFQ) process for Parks & Recreation for a combined lease agreement of the Al Kruse and HEB Tennis Centers. The RFQ process allows the City to ensure that firms interested in these services are qualified and have the work force to manage and conduct day-to-day operations for both facilities. The City received two statements of qualifications and is recommending award to Love Tennis & Education. The selection committee was comprised of representatives from Parks and Recreation and Executive Departments. Final evaluations ranked firms based on firm's experience, team experience and identification, and understanding of project scope. Ronald Elizondo of Love Tennis & Education currently maintains and manages the daily operations of the Al Kruse Tennis Center. Mr. Elizondo has proven his success at the Al Kruse Tennis Center through upgrades and maintenance to the grounds providing quality courts and establishing new programs for all age levels. During his evaluation process, Mr. Elizondo provided a detailed summary of programs he would implement and a management plan to successfully operate both the Al Kruse and HEB Tennis Centers. Parks & Recreation's management team and staff feel confident he would continue his success in managing both facilities and is recommending Love Tennis & Education for award. ALTERNATIVES: The Mayor and City Council may choose to disapprove the proposed lease agreement. Parks & Recreation would need to budget/recruit for additional staff to manage both facilities. FISCAL IMPACT: This is a revenue sharing lease agreement, therefore, there is no fiscal impact. RECOMMENDATION: Staff recommends approval of this ordinance authorizing the execution of a three-year lease agreement with two, one-year extension options as presented. LIST OF SUPPORTING DOCUMENTS: Lease Agreement Evaluation Matrix Presentation Ordinance authorizing a three-year lease with Elizondo Tennis Foundation, a Texas non-profit corporation, to lease the Al Kruse Tennis Center and the HEB Tennis Center, with two one-year renewal options, in consideration for a monthly percentage of net revenue to the City of 15% in year one, 20% in year two, and 25% in year three, or minimum monthly rent payments of$2,500.00 in year one, $2,625.00 in year two, and $2,765.25 in year three, whichever is greater. (6 votes required) BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Ordinance authorizing a three-year lease with Elizondo Tennis Foundation, a Texas non- profit corporation, to lease the Al Kruse Tennis Center and the HEB Tennis Center, with two one-year renewal options, in consideration for a monthly percentage of net revenue to the City of 15% in year one, 20% in year two, and 25% in year three, or minimum monthly rent payments of$2,500.00 in year one, $2,625.00 in year two, and $2,765.25 in year three, whichever is greater. Introduced and voted on the day of 2024. PASSED and APPROVED on the day of 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary RFQ NO. 6034 Al Kruse & HEB Tennis Centers Lease Agreement Senior Buyer: Tracy Garza Statement of Qualifications Due Date:August 20, 2024 Love Tennis& Proposal Evaluation Score Education Foundation Sweet Spot Tennis, LLC /Elizondo Tennis Foundation Corpus Christi,TX Corpus Christi,TX Minimum Qualifications Required five years in business/ i1 j No material lawsuits during last 5 yearsasjFif . No outstanding regulatory issues last 5 years Piss%Fil" References Provided for firm /1 '11 j j Minimum Qualifications Pass/Fail Pass Pass Local Preference(10 points) 10 10.0 10.0 Technical Proposal Firms' Experience (20 points) 20 16.0 13.7 Team Experience (20 points) 20 16.7 5.0 Understanding of Project Scope(20 points) 20 18.3 5.7 Subtotal Technical Proposal 60.0 51.0 24.3 Interview Firms' Experience (8 points) 8 7.7 5.0 Team's Identification (10 points) 10 9.3 0.7 Understanding of Project Scope(12 points) 12 10.3 3.3 Subtotal Interview 30.0 27.3 9.0 TotalScorej 1 88.3 43.3 LEASE AGREEMENT THE STATE OF TEXAS ' KNOW ALL MEN BY THESE PRESENTS: COUNTY OF NUECES ' This Lease Agreement(referred to as this"Agreement" or this"Lease")is made and entered into by and between The City of Corpus Christi, a Texas home rule municipality (referred to as the "City" or as "City") and Elizondo Tennis Foundation ("Operator"), a Texas nonprofit organization. Definitions. "Annual Review"means the process as described in Section 6.17 below. "City"means the City of Corpus Christi, Texas. "City Manager"means the City Manager of Corpus Christi or designee. "Contract Administrator" means the Director of Parks and Recreation. "City Council"means the City Council of the City of Corpus Christi, Texas. "Extended Term" means the either of the one-year extension terms authorized in accordance with Section 3.2. "Financial Reports" mean the following monthly reports prepared by Operator for Contract Administrator: (i) monthly Sales Reports; (ii) monthly Play Sheets with itemized play record; (iii) monthly Deposit Summary, Reconciliation and Cash Drawer Reports; (iv) monthly Concession Reports; (v) monthly calculations of the Operations Reserve Fund; (vi)annual audited Balance Sheet, Statement of Profit and Loss and Changes in Financial Condition for the operations of the Facility prepared in accordance with GAAP; (vii) all calculations of rent paid. Operator shall also provide to City such other financial reports as are reasonably available as requested by the Contract Administrator. "GAAP" means Generally Accepted Accounting Principles. "Facilities"means the H-E-B Tennis Center and Al Kruse Tennis Center. "Net Revenues" shall have the definition laid out in Section 4.1 below. "Leased Premises"means the Facility, and any real property improvements located at the Facility, and personal property equipment as identified in Exhibit A. "Operating Expenses of the Facility" shall have the definition laid out in Section 4.2 below. "Operator"means Elizondo Tennis Foundation. "Performance Standards" mean the maintenance and operating standards to be employed at the Facility, listed on Exhibit B to this Agreement. "Rent" shall be calculated as laid out in Section 4.1 below. "Risk Manager" means the City Risk Manager. "Term"means the Initial Term or any Extended Term. "Trade Fixture"means personal property equipment owned by Operator or purchased solely with Operator's funds installed on the Leased Premises for operation of the Facility during the Term. Section 1. Leased Premises: For and in consideration of the conditions, covenants and agreements to be kept and performed by Operator, City does hereby lease and let unto Operator, and Operator does hereby lease from City all of that real and personal property equipment described on Exhibit A attached hereto and incorporated herein by reference located in Corpus Christi,Nueces County, Texas, (the "Leased Premises") commonly known as the Tennis Centers (the "Facilities"). Section 2. Term of Lease, Termination: 3.1 Initial Term. This Lease shall have an initial term of three years, effective upon final City Council approval, unless sooner terminated as set out in this Lease. 3.2 Extension Term. This Lease may be extended upon written agreement of the Operator for two additional one-year terms(each extension referred to as an"Extended Term")upon written approval of City Manager. Operator shall notify the City Manager in writing at least 180 days before the end of the Initial Term or Extended Term if Operator elects not to renew this Lease for the next Extended Term. 3.3 Termination for Default. The City may terminate this Lease, in accordance with Section 14 below, following an event of default by Operator as described in Section 14 below, without any cost to City. 3.4 Termination Without Cause. The City may terminate this Agreement at any time without cause upon 90 days prior written notice to Operator. 3.5 Duties and Responsibilities Upon Termination. In addition to any other duties and obligations identified in this Agreement, Operator shall have the following duties and responsibilities at the termination of this Lease, whether occurring by normal expiration or as otherwise herein provided: 3.5.1 Operator shall yield up the Leased Premises including all equipment that constitute part of the Leased Premises to City in good and operable condition and repair, damage for ordinary wear and tear, fire or casualty excepted where Operator is not at fault. 3.5.2 Operator shall make available to City any Trade Fixtures upon payment of market value for such Trade Fixtures. If City elects not to purchase Trade Fixtures, Operator may remove such Trade Fixtures from the Leased Premises provided Operator repairs any damage caused by such removal. 3.5.3 All Trade Fixtures or any other Operator-owned property which remain at the Leased Premises after the termination or expiration of the Agreement automatically becomes City property without the necessity of any further notice or legal action. Section 3. Rental: 4.1 Calculation of Rent. Operator shall pay to City for the Lease of the Leased Premises rent equal to 15% of the Net Revenue earned on the operations of the Facilities with Operator responsible for funding any negative cash flow each year or an annual minimum of $30,000 ($2,500 a month) in year one; 20% of the Net Revenue earned on the operations of the Facilities with Operator responsible for funding any negative cash flow each year or an annual minimum of $31,500 ($2,625 a month) in year two; and 25% of the Net Revenue earned on the operations of the Facilities with Operator responsible for funding any negative cash flow each year or an annual minimum of$33,075 ($2,76525 a month) in years three, four, and five (see table below). ITEM DESCRIPTION QTY UNIT PERCENTAGE OF REVENUE 1 Percentage of the Net Revenue 1 Year 15% —Year 1 2 Percentage of the Net Revenue 1 Year 20% —Year 2 3 Percentage of the Net Revenue 3 Year 25% —Year 3,4,&5 The term Net Revenue will mean the dollar amount of net revenues received by Operator from operations of all the Facilities, less (i) amounts collected from retail sales tax, federal retailer's excise tax, state, county, or municipal tax on the sale of alcoholic beverages or future tax of like applications, (ii)the Operations Reserve Fund, and(iii)operating expenses of the Facilities. Net revenues shall not include Pro Shop revenues or revenues from snack bar food and beverages. Net revenues shall include revenues derived from sale of alcohol. 4.2 Operating Expenses. Operator is responsible for paying all Operating Expenses of the Facility. "Operating Expenses of the Facilities" shall mean (i) salaries, wages, overtime and benefits expenses and reimbursed reasonable costs of travel and continuing education for the employees employed at the Facilities; (ii) building and equipment maintenance, lease and replacement expenses incurred, including lease or finance payments for office equipment, tools and equipment purchases in the ordinary course of business; (iii)customary memberships and dues expenses; (iv) insurance premiums paid; (v) costs of tennis balls, employee uniforms, fuel, lubricants and other supplies purchased in the ordinary course of business; (vi) costs of inventory purchased for sale in the Pro Shops; (vii)utility charges incurred including electric and telephone services; (viii) accounting services for preparation of financial reports and financial statements; and (ix) such other operating expenses that may be incurred. 4.3 Schedule of Rent Payment. Starting on Effective Date and continuing on the 10th day of each month during the Term, Operator shall pay the Rent [the percentage of Net Revenue for the previous month or in the amount of 1/12 of the annual minimum in accordance with Section 4.1 above]. Operator will provide,along with the payment, a statement of monthly Gross Revenue and monthly Net Revenue at the Facilities for the previous month. Section 4. Use of Premises: Operator shall use the Leased Premises only for business purposes as a municipal tennis center and for no other purpose without the prior written consent of City. Operator shall comply with all rules, regulations, ordinances, the City Charter, and laws of public authorities applicable to its operations of the Facilities and its obligations in connection with the Leased Premises. Operator will not discriminate nor permit discrimination against any person or group of persons with regard to employment and the provision of services at, on, or in the Leased Premises, on the grounds of race, religion, national origin, marital status, sex, age disability, or in any manner prohibited by the laws of the United States or the State of Texas.The City hereby reserves the right to take action necessary to enforce this covenant. Section 5. Operation of Facilities: 6.1 Operating Hours. Operator shall operate the Facilities 363 days of the year, except Christmas Day and Thanksgiving Day, with the minimum hours of operation as provided in Exhibit B.If Operator wishes to close the Facilities for any holidays or for other reasons, Operator must provide written notice to the Contract Administrator at least six weeks prior to the date of closing. Operator shall maintain the tennis courts, regularly pick up tennis balls, and clean the Facilities daily. Operation of the Facilities and the tennis courts are subject to weather conditions, and as determined by Operator, the Facilities or tennis courts may be closed in response to certain weather conditions, but the Pro Shop shall remain open during such minimum hours. Operator shall provide its operations manual and any amendments, additions, or deletions to the operations manual to the City Manager immediately upon adoption or amendment. 6.2 Approval of Changes to Operating Days and Operating Hours.After the first 12 months of the Initial Term, City Manager or designee has the authority to approve any changes to the operating days and operating hours without Council approval. Approval of any changes under this Section shall be made in writing and filed with the City Secretary's office. 6.3 Operations Activities. Operations of the Facilities includes the day-to-day tennis court maintenance, equipment maintenance, landscaping maintenance, pro shop operations, tennis professional services, retail operations and operation of the food and beverage sales at the snack bar. Performance standards including operations mission statement, customer satisfaction, maintenance of facilities, and maintenance of the tennis court conditions are as defined in Exhibit B. 6.4 Fee Structure. Fees shall be charged in accordance with the fee schedule approved by City Council. The current fee schedule is included as Exhibit D. Operator may propose changes to the fee schedule for Contract Administrator's review. If the Contract Administrator wishes to accept the proposed fee changes,he or she may present those changes to City Council for approval. Operator shall record all fees collected in Operator's point of sale accounting system, and shall maintain at the Leased Premises books of account with respect to its management and operations of the Facilities in accordance with generally accepted accounting principles ("GAAP"). Operator shall collect applicable sales taxes on the fees as required by State law. 6.5 Maintenance of Books and Records. All books and records of Operator shall be subject to review by the City Manager for compliance with GAAP. Operator shall maintain such books and records for a period of five years following the expiration or sooner termination of this Lease. 6.6 Audit. At City's option, City may cause, at any reasonable time, upon five days prior written notice to Operator, a complete audit to be made of Operator's books of account with respect to its management and operation of the Facilities. Such audit may be made by a Certified Public Accountant or other qualified representative selected by City. If any Operator reports of Gross Revenue provided to City or any payments of rent are questioned and determined to be in error and the Gross Revenue reported and resulting rental paid are three percent or more below the actual rent due and owing based on actual Gross Revenue for the period reported by such report, then the reasonable expenses of such audit shall be paid by Operator in addition to the deficiency in rental payment, which sums shall be promptly paid to City. If Operator elects to dispute any such City audit, Operator may engage an independent Certified Public Accountant or other qualified representative selected by Operator to a complete a second audit of Operator's books of account with respect to its management and operations of the Facilities. If Operator's audit determines there is no error or that the error in calculation of the Gross Revenue reported and resulting rental paid is less than three percent below the actual rent due for the period reported by such report, then upon either parties' written request, City and Operator shall negotiate in good faith to resolve such discrepancy and the costs of the audits by mutual agreement. 6.7 Financial Reports and Budget. Operator shall collect appropriate data and prepare the following financial reports of operations of the Facilities to be submitted to City Contract Administrator (the "Financial Reports"): (i) monthly Sales Reports; (ii) monthly Court Fees with itemized play record; (iii)monthly Deposit Summary, Reconciliation and Cash Drawer Reports; (iv) monthly Concession Reports; (v) monthly Play Reports; (vi) monthly calculations of the Operations Reserve Fund; (vii) annual audited Balance Sheet, Statement of Profit and Loss and Changes in Financial Condition for the operations of the Facilities prepared in accordance with GAAP; (vii) all calculations of rent paid. Operator shall also provide to City such other financial reports as are reasonably available as requested by the Contract Administrator. 6.8 At the Facilities, Operator shall provide a minimum of the following personnel: (i) one Manager or Director of Tennis/Pickleball Operations, (ii) a Teaching Professional or an Assistant Tennis/Pickleball Professional to provide tennis lessons who may also serve as the Manager or Director of Tennis/Pickleball Operations, and (iii) a Tennis/Pickleball Court Maintenance Superintendent. 6.9 Manager or Director of Tennis Operations. The Manager or Director of Tennis Operations shall meet the following minimum qualifications (i) advanced knowledge of tennis court operations and management practices, with experience and knowledge of financial accounting of tennis court operations,tennis play management and marketing, tennis merchandise marketing, and tennis facilities operations; (ii) a professional understanding of the rules and strategies of tennis; (iii) a high degree of administrative and executive ability; (iv) excellent oral and written communication skills; and (v) knowledge of current federal, state and local laws and regulations affecting the management of tennis court operations. 6.10 Teaching Professional or Assistant Tennis/Pickleball Professional. The Teaching Professional or Assistant shall meet the following minimum qualifications (i) advanced professional knowledge of mechanics of tennis/pickleball teaching techniques, with an advanced knowledge of tennis swing methods and practices; (ii) a professional understanding of the rules and strategies of tennis; (iii) advanced knowledge of available tennis equipment and accessories; (iv)excellent oral and written communication skills; (v)participation in continuing education, and (vi)maintain US Profession Tennis Association certification or possess equivalent knowledge and experience to a US Professional Tennis Association certified pro. 6.11 Tennis Court Maintenance Superintendent. The Tennis Court Maintenance Superintendent shall meet the follow minimum qualifications: (i) advanced knowledge of tennis court maintenance practices; (ii) a high degree of administrative and executive ability; (iii) excellent oral and written communication skills; (iv)knowledge of current federal, state and local laws and regulations affecting the management of tennis court operations; and (v)participation in continuing education. 6.12 Staffing. Operator's staff operations and services shall include providing adequate staffing to provide goods and services as set forth in this Lease and promoting goodwill with the tennis playing public by treating the public in a courteous manner and providing information, directions and review of customers concerns and issues. Operator shall provide a defibrillation machine and trained certified staff to use it. 6.13 Defibrillation machine. City shall provide a defibrillation machine and City's Risk Management shall train staff to use it. 6.14 Rules and Regulations. Operator shall enforce all rules, regulations, and policies governing use of the facilities. Rules and regulations may be proposed by the Operator, but are subject to approval by the City Manager, prior to implementation. The Operator shall likewise comply with City policies concerning violence in the workplace and controlled substance abuse. 6.15 Food and Beverage. Operator shall provide the food and beverage service operations for the Facilities. Operator shall insure the snack bars are open daily with regular hours approved by the City Manager and posted on site at the Facilities. The snack bar minimum hours shall be as laid out in Exhibit B. Operator shall develop and establish a food and beverage theme and a menu of food items and beverages to be served in the snack bar facilities on the Leased Premises that are usual and customary for similar tennis center operations and appropriate for the Facilities' operating market. The snack bars shall be cleaned daily, with adequate trash and recycle receptacles available. Operator is responsible for compliance with applicable laws and regulations with respect to the food and beverage service on the Leased Premises. 6.16 TABC Compliance. Alcoholic beverages may be served or sold at the Facilities. Operator shall ensure compliance with all permits issued under the Texas Alcoholic Beverage Code, the Texas Alcoholic Beverage Code, and rules and regulations issued by the Texas Alcoholic Beverage Commission regarding alcohol services and sales at the Leased Premises. Operator shall employ, train, and supervise personnel with appropriate qualifications and experience appropriate for the duties to be performed with regard to alcohol services and sales. All such personnel shall be employees, agents or independent contractors of Operator, and not of City. Operator may subcontract with third parties for the actual management of alcohol sales, but Operator shall remain obligated to City for all subcontracted management services, and in the event this Agreement is terminated, such subcontracts are likewise terminated. Operator shall provide City with copy of all subcontracts for alcohol services and sales within thirty days of execution. Operator shall timely collect and pay all taxes imposed on alcohol sales. 6.17 Pro Shop Inventory and Operations. As of the Possession Date,Operator has assumed from City the existing inventory of tennis merchandise and tennis equipment located in the Pro Shop at the Facilities based on the inventory valuation provided by City. During the Term, in connection with Facilities operations, Operator shall purchase and stock tennis merchandise and tennis equipment in the Pro Shop for sale to the public as determined by Operator. Operator shall ensure the Pro Shop at the Facilities is open daily with regular hours posted conspicuously and adequately on site at each Facilities. Operator shall also provide tennis equipment repair, rental of tennis balls, and racket stringing services. 6.18 Annual Review. Annually,representatives of Operator and the City Manager or City Manager's designee shall meet at the offices of the City or such other mutually acceptable location, to review the operations and performance of the Operator under this lease for the prior year (the "Annual Review"). Each Annual Review shall include a review of(i) the financial performance of the Facilities for the prior year as evidenced by the Financial Reports and other financial information either parry may elect to submit for review; (ii) the operations of the Facilities including the Gross Revenue, fees, food and beverage operations, rules and regulations for the Facilities,and court conditions at the Facilities; (iii)Operator's performance under the Performance Standards and review of customer satisfaction surveys from patrons of the Facilities; (iv) any proposed capital improvement projects, and (v) any other information deemed material to operation of the Facilities. Section 6. Care of Lease Premises: 7.1 Maintenance and Repairs. Exhibit C outlines the responsibility of the Operator and City, attached hereto and incorporated herein by reference. Additionally, Operator shall maintain the Leased Premises in good clean condition. Operator shall be responsible for repairs and maintenance of the Leased Premises,with costs of such repairs and maintenance to be included as Operating Expenses of the Facilities. Operator shall maintain the Facilities area in a clean, well- kept and orderly manner, ordinary wear and tear excepted, and shall provide such personnel, cleaning supplies, equipment, and consumable supplies as are necessary for this purpose. Operator shall cause public spaces to be vacuumed and cleaned daily. Windows and glass surfaces and all entry doors to be cleaned monthly or sooner as needed. Restrooms to be cleaned prior to business each morning and during the day as needed. Carpet cleaning shall be completed a minimum of twice yearly. Operator shall be responsible for the repair and maintenance of light fixtures as needed. Operator shall be responsible for regular maintenance and cleaning, as well as repairs and replacement, of all equipment at Leased Premises. Operator shall be responsible for annual exterior cleaning of building walls, doors and windows, and light fixtures. 7.2 Advertising Signage on Leased Premises. Operator shall not install additional signs or other advertising devices on the Leased Premises without City's prior written approval. The expense of installation, operation or removal of all such signs shall be paid by Operator as an expense of operations of the Facilities. Operator shall comply with applicable City ordinances related to signage. 7.3 Maintenance Operations. Operator shall be responsible for the upkeep and maintenance of all playing areas of the Facilities in accordance with the standards set forth in the Performance Standards, except for capital projects and expenditures, that shall be performed on a regular basis to assure well maintained tennis courts that are available for play by the general public. Any changes to the maintenance provisions of the Performance Standards shall be subject to the approval of the Contract Administrator. 7.4 Naming of facilities on Leased Premises. Any naming of any Facilities on Leased Premises requires prior approval of the City Council. 7.5 Alterations or Improvements to Leased Premises. Operator shall not remove any improvements,nor make any alternations or additions to the building improvements located on the Leased Premises, nor perform any construction at the Leased Premises, without the prior written consent of the Director, and any such additions, changes and alterations made by Operator shall become and remain the property of City at the termination of this Lease. Any additions, changes and alterations made by improvements or any construction at Leased Premises by Operator must be agreed to by the City and approved in advance in writing executed by the Director and are subject to Operator's compliance with bonding requirements of Chapter 2253, Texas Government Code,as may be amended,and to compliance with all insurance requirements provide by the City's Risk Manager. 7.6 Surrender of Leased Premises. Operator acknowledges and understands that the City's agreement to lease the Leased Premises to Operator is expressly conditioned on the understanding that the Leased Premises must be surrendered, upon the expiration,termination, or cancellation of the Term of this Lease, in as good a condition as received, reasonable use and wear and tear, acts of God, fire and flood damage or destruction where such damage in not Operator's fault excepted. Section 7. Trade Fixtures: Operator shall be permitted to install Trade Fixtures on the Leased Premises, and all such Trade Fixtures owned by Operator and not permanently attached to the Leased Premises may be removed by Operator at the end of the Term, provided that any damage to the Leased Premises caused by such removal shall be repaired by and at the expense of Operator at or prior to the expiration of the Term. Section 8. Insurance: 9.1 Insurance Coverage. During the Term, Operator shall maintain a policy or policies of insurance providing for the following insurance coverage: (i) broad commercial general liability insurance providing personal injury and property damage liability coverage with respect to the Leased Premises and the business conducted thereon, (ii) physical damage coverage for tennis court maintenance equipment, (iii)business automobile liability—owned,non-owned and rented, (iv) alcoholic beverage liability in the amount of one million dollars ($1,000,000.00) covering the event or time period when alcoholic beverages are to be served, (v) crime and fidelity coverage, (vi) worker's compensation and (vii) employer's liability all in accordance with the provisions described on Exhibit E, attached hereto and incorporated by reference. Such insurance policy or policies shall name Operator as named insured and City as additional insured for auto and general liability coverage. For worker's compensation and employer's liability, Operator shall provide a waiver of subrogation in favor of the City. Prior to any addition or alteration to any building or real estate improvements located on the Leased Premises, Operator shall obtain prior clearance in writing, from the Risk Manager that the proposed addition or alteration will not necessitate a change or modification in the existing insurance coverage maintained by Operator or City. This clearance is in addition to the prior consent required by Section 7.5 of this Lease. 9.2 Form of Policies. The foregoing policies of insurance shall be in form and written by insurers be issued by insurance companies reasonably acceptable to the Risk Manager for the City (the "Risk Manager") which acceptance shall not be unreasonably withheld, and shall meet the requirements of Exhibit E. The Risk Manager shall be furnished two (2) copies of certificates of such insurance policies for the benefit of the City prior to the Possession Date. The certificate of insurance shall provide that the City shall have thirty (30) days advance written notice of cancellation, intent to not renew, material change, or termination of any coverage required in this Lease. Upon written request of the City Manager, Operator shall provide copies of all required insurance policies to the Risk Manager. City and Operator acknowledge that over the Term it is probable that there will be changes in the insurance industry or the commercial real estate industry. Accordingly, City and Operator agree that if, during the Term, if the amount of insurance customarily maintained for tennis center businesses similar to those then conducted from the Leased Premises increases,then the Risk Manager retains the right at the Annual Review to modify the amount and types of insurance maintained by Operator, and to require increased coverage limits, as commercially reasonable and as necessary in the interest of public health, safety, or welfare, and to decrease the required coverage, if so warranted. In the event of any necessary increase, City must provide Operator no less than sixty (60) days written notice to obtain the increased coverage prior to the effective date of the requirement. 9.3 City Insurance. During the Term, City shall secure and cause to be maintained in effect, as part of and included with the City's blanket coverage of City real property improvements, a policy or policies of property insurance covering the real property improvements and fixtures of the Leased Premises, subject to applicable deductibles. Section 10. Indemnification: In consideration of allowing Operator to occupy the Leased Premises, Operator("Indemnitor") shall fully indemnify, defend, save and hold harmless the City, its officers, agents, representatives, and employees (collectively, "Indemnitees") from and against any and all liability, loss, damages, claims, demands, suits, and causes of action of any nature whatsoever asserted against or recovered from City on account of injury or damage to person including, without limitation on the foregoing, premises defects, workers' compensation and death claims, or property loss or damage of any other kind whatsoever, to the extent any injury, damage, or loss may be incident to, arise out of, be caused by, or be in any way connected with, either proximately or remotely, wholly or in part: (i) Operator's performance under this Lease; (ii) Operator's occupancy of the Leased Premises and any and all activities associated with the Operator's use of the Leased Premises under this Lease; (iii) the violation by Operator, its officers, employees, agents, contractors, subcontractors or representatives of any law, rule, regulation, ordinance, or government order of any kind pertaining, directly or indirectly, to this Lease; (iv) the exercise of rights under this Lease; or(v) an act or omission on the part of Operator, its officers, employees, agents, contractors, subcontractors or representatives pertaining to this Lease, regardless of whether the injury, damage, loss, violation, exercise of rights, act, or omission is caused or is claimed to be caused by the contributing or concurrent negligence of Indemnitees, or any of them, but not if caused by the sole negligence of Indemnitees, or any of them, unmixed with the fault of any other person or entity, and including all expenses of litigation, court costs, and attorneys'fees, which arise, or are claimed to arise, out of or in connection with the asserted or recovered incident. Operator covenants and agrees that, if any of the Indemnitees is made a party to any litigation against Operator or in any litigation commenced by any party, other than Operator relating to this Lease, Operator shall, upon receipt of reasonable notice regarding commencement of litigation, at its own expense, investigate all claims and demands, attend to their settlement or other disposition, defend any of the Indemnitees in all actions based thereon with legal counsel satisfactory to the City Attorney, and pay all charges of attorneys and all other costs and expenses of any kind whatsoever arising from any the liability, injury, damage, loss, demand, claim, or action. Section 11. Assignment and Subleasing: 11.1 Assignment by Operator. Neither party may assign this Agreement without the prior written approval of the other party. City Council approval is required for the assignment of the Lease by Operator. Any such approved assignment shall not relieve Operator or Operator's authorized assignees from liability under this Lease. 11.2 Subleases. Operator shall not sublease all or any part of the Leased Premises without prior written approval of the City Manager. 11.3 Mortgages. Operator shall not mortgage, encumber or pledge the leasehold interest under this Lease. Operator may not incur debts or obligations on the credit of the City. 11.4 Approvals by City. The approval by City or the City Manager of any of the acts specified in this section shall not be unreasonably withheld and shall not relieve Operator or Operator's authorized assignee,transferee or sublessee from liability under this Lease. 11.5 Corpus Christi Tennis Association (CCTA). Operator shall allow CCTA to maintain an office on Leased Premises. Operator is allowed to negotiate a sublease with CCTA, subject to final approval by Director. Section 12. Repairs and Operator improvements: 12.1 Repairs in Ordinary Course.As mentioned in Section 7, Operator shall be responsible for repairs and maintenance of the Leased Premises, with costs of such repairs to be included as Operating Expenses of the Facilities. However, subject to appropriation of funds, in the case of ordinary wear and tear to improvements, City may choose to make general repairs and replacement, at its expense, any damage to the buildings and other real property improvements and fixtures (other than those caused by the Operator, agent or employee). 12.2 Operator Caused Repairs. All costs of repairs and replacements with respect to the buildings attributable to the negligence of Operator, his agents or employees shall be borne by Operator. 12.3 Operating Expenses. Operator agrees to pay any and all expenses of operation of the Leased Premises, it being the sense and intention of this Lease that the amounts payable to City hereunder as rent shall be absolutely net to the City,without diminution by reason of any expense of operation of the Leased Premises. HVAC. City shall be solely responsible for all HVAC operation,maintenance, repair, and replacement. Operator shall inform the City immediately in writing, but no more than 48 hours, of any repair or maintenance required for HVAC. JANITORIAL SERVICE. Operator shall be solely responsible for all janitorial services in the Leased Premises. ELEVATOR(if applicable). Operator shall be solely responsible for all elevator expense, including without limitation, State inspections, maintenance, repair and replacement of same, if any located within the Leased Premises. UTILITY EXPENSE. Operator shall have the entire responsibility to contract for and maintain trash services for the HEB Tennis Center, intereet services, and alarm and security services. Operator shall not in any event be relieved of any of Operator's obligations under this Lease by reason of Operator failure or inability to contract for or maintain any such service. City shall be responsible for trash services for Al Kruse Tennis Center, water, gas, heat, electricity, sewage, and stormwater for Leased Premises during the term of this Lease. LANDSCAPING. Operator shall be solely responsible for all landscaping up to 25 feet from the building. Operator shall not be responsible for landscaping beyond the 25 ft from the perimeter of the building. Park and Recreation will be responsible for those areas not assigned to the Operator. 12.4 CONDITION OF PREMISES. The Leased Premises shall be delivered to Operator in an "AS IS", "WHERE IS", and "WITH ALL FAULTS" condition and The City shall have no obligation whatsoever to alter,remodel, improve,repair, decorate, or paint the Leased Premises or any part thereof either prior to or during the Lease Term. THE CITY SHALL NOT BE LIABLE TO OPERATOR OR ANY OF ITS AGENTS, EMPLOYEES, LICENSEES, CONTRACTORS, SERVANTS, OR INVITEES FOR ANY INJURY OR DAMAGE TO PERSONS OR PROPERTY DUE TO THE CONDITION OR DESIGN OF, OR ANY DEFECT IN THE BUILDING OR ITS MECHANICAL SYSTEMS AND EQUIPMENT WHICH MAY EXIST OR OCCUR, AND OPERATOR FOR ITSELF AND ITS AGENTS, EMPLOYEES, LICENSEES, SERVANTS, AND INVITEES EXPRESSLY ASSUMES ALL RISKS OF INJURY OR DAMAGE TO PERSONS, EITHER PROXIMATE OR REMOTE, RESULTING FROM THE CONDITION OF THE LEASED PREMISES, THE BUILDING OR THE COMPLEX. 12.5 REPAIRS BY OPERATOR. Operator shall, at all times during the Lease Term and at Operator's sole cost and expense, keep the Leased Premises and every part thereof(including all landscaping that Operator is required to maintain)in good condition and repair. Operator shall be responsible for repairs up to $1,000 per repair or replacement of any damage or injury to the Leased Premises or the Complex or any part thereof, caused by Operator or Operators agents, contractors, employees, invitees, or visitors. City agrees to be responsible for any repair that exceeds $1,000. Notwithstanding the foregoing, Operator shall not be required to replace any Systems to the extent that the useful life of the replacement System would exceed the remaining term of this Lease, without regard to renewal options. Operator understands that any repairs or maintenance paid by City is subject to Section 19.10 below. 12.6 ALTERATIONS AND ADDITIONS. All alterations, improvements, additions or changes made by Operator to the Leased Premises shall be subject to the prior written approval of The City, which approval shall not be unreasonably withheld, and shall (i) be made at Operator's sole cost, expense and risk; (ii)be performed in a prompt, good, and workmanlike manner; (iii)be constructed in accordance with all applicable laws, rules, regulations, and other codes and governmental and insurance requirements; (iv)not alter the exterior appearance , the public areas, corridors, or common areas of the Building, except as expressly permitted hereunder; and (v) be performed by a contractor or contractors approved by The City. Any and all such alterations, physical additions, improvements and changes, when made to the Leased Premises as permitted hereunder by Operator, shall at once become the property of The City and shall be surrendered to The City upon termination of this Lease, subject, however, to the provisions of Section 4.2 below. Operator shall not make any structural alterations or any changes to the building systems, including electrical and plumbing systems (other than as necessary to provide such services to the Leased Premises and only after approval thereof by The City),without the prior written consent of The City, which consent shall not be unreasonably withheld. Operator shall deliver to The City prior to commencing any work copies of all plans and specifications for all alterations or improvements to be made to the Leased Premises. 12.7 LEASEHOLD IMPROVEMENTS AND TRADE FIXTURES. Subject to the other provisions of this Lease,The City and Operator agree that all Trade Fixtures installed in the Leased Premises shall be and remain the property of Operator and may be removed by Operator, and shall be so removed if required by The City,upon the expiration of the Lease Term;provided,however, (i) if such Trade Fixtures are not so removed they shall, at the option of The City, become the property of The City or shall be removed by The City at Operator's sole cost and expense; and (ii) that if any such Trade Fixture is affixed to the Leased Premises and therefore requires severance therefrom, such severance may be effected only if Operator repairs any damage to the Building, the Leased Premises, its demising walls, and other structural elements of the Building caused by such removal. Any such removal and restoration shall be accomplished within fifteen (15) days following the expiration or earlier termination of this Lease and in a good and workmanlike manner so as not to damage the Building or any improvements situated therein. The term "Trade Fixtures" as used herein shall mean any and all items of personal property used and installed by Operator in the Leased Premises, limited to telephone systems, furniture, equipment, and fixtures, and any and all signs placed by Operator pursuant to provisions hereof. The term "Trade Fixtures" shall not include any permanent leasehold improvements other than those described in the preceding sentence (all of which permanent leasehold improvements, as between The City and Operator, shall become the property of The City upon the incorporation in or affixation to the Leased Premises), including but not limited to any floor, wall, window, or ceiling coverings, any interior walls or partitions, any built-in bookcases or raised floors, any lighting fixtures, or any property a part of or associated with any electrical,plumbing or mechanical system,notwithstanding that the same may have been installed within the Leased Premises by Operator. All items which become incorporated in or permanently affixed to the Leased Premises shall become the property of The City upon their incorporation or affixation and, at the option of The City, may be removed by The City at Operator's sole cost and expense. All such other items shall be surrendered by Operator coincident with its surrender of the Leased Premises, and Operator shall have no (and hereby waives all) rights to any payment or compensation for such items. 12.8 Capital improvements or additions to buildings by Operator must be approved in advance by the City Manager, and subject to Operator's compliance with bonding requirements of Chapter 2253, Texas Government Code, as may be amended, and subject to compliance with insurance requirements of Risk Manager. Ownership thereof shall revert to the City upon termination of this Lease. Section 13. Destruction of Leased Premises: 13.1 Casualty Losses. If a building or other improvements of Leased Premises are damaged by fire,windstorm,flooding,hurricane, or other casualty during the Term,Operator shall give prompt notice thereof to City,and unless Operator elects to terminate this Lease in such notice as a result of such casualty loss, City may reconstruct and repair the Leased Premises to at least substantially the same condition as existed prior to such casualty with reasonable due diligence, subject to appropriation of funds for such purpose by the City Council or receipt of applicable insurance payments. City shall use, and Operator shall provide, consulting services to City in connection with any such reconstruction and repair to the Leased Premises. Operator shall be relieved of the obligation to pay rent during the period Leased Premises are not in use by Operator due to such destruction of Leased Premises. 13.2 No Repairs. In the event City elects not to complete such reconstruction and repair of such damage caused by casualty described in Section 13.1 or fails to complete the reconstruction and repair with reasonable due diligence, either parry shall have the right to terminate this lease pursuant to this section. If City has received insurance proceeds for the full and replacement value of the building or other improvement for reconstruction and repair of such damage caused by such a casualty and elects not to complete such reconstruction and repair, then a termination as a result of City's election or failure to reconstruct or repair shall be deemed a termination without cause by the City as described in Section 3.4. Also, any such termination shall be effective as of the date upon which such damage or destruction occurred if business has not been conducted in the damaged improvement on the Leased Premises after such date. Section 14. Operator or City Default: 14.1 Operator Default.Any of the following events shall be an event of default by Operator under this Lease: (i) if Operator shall fail to pay any installment of the Rent or other sum of money due under this Lease when due; (ii) if Operator shall abandon or vacate the Leased Premises; (iii)if Operator shall fail to comply with any term,provision, obligation or covenant of this Lease (and shall not cure or correct such failure within 14 days after written notice of such failure from City to Operator); or(iv)if any proceedings shall be commenced to declare Operator as bankrupt or insolvent,reduce or modify its debts or obligations or to delay the payment thereof, or if any assignment of its property be made for the benefit of creditors, or if a receiver or trustee be appointed for it or its property or business,then,to the extent permitted by applicable law, City may treat the occurrence of any one or more of the foregoing events as an event of default by Operator. 14.2 Termination Upon Default. If any event of default by Operator shall have occurred, City shall have the right, without further notice or demand of any kind to Operator or any other parry, to terminate this Lease and repossess the Leased Premises and shall be entitled to recover as damages a sum of money equal to the total of(i) the reasonable cost of recovering the Leased Premises, and (ii) the unpaid Rent and other sums due at the rate herein provided, and to pursue any other rights or remedies provided herein or at law or in equity. 14.3 City Default. In the event City defaults under any provision of this Lease, Operator agrees to give City written notice of such default and 30 days to cure such default prior to pursuing remedies against City. However,non-appropriation of funds for any purpose shall not be deemed to be an event of City default with respect to any payment or expenditure obligation of the City. If any event of default by City shall have occurred and not been cured in such time frame, Operator shall have the right, without further notice or demand of any kind to City or any other parry, to terminate this Lease. Upon such a termination due to City's default, Operator shall be entitled to pursue any other rights or remedies provided herein or at law or in equity. Section 15. Force Majeure: Neither City or Operator shall be liable for delays or failures in performance due to an event of force majeure that is beyond such parry's reasonable control including,without limitation, any delays or failures in performance caused by strikes, lock outs, fires, acts of God or the public enemy, common carrier, severe inclement weather, riots or interference by civil or military authorities. The delays or failures to perform extend the period of performance until these exigencies have been removed. The Operator shall inform the City in writing of an event of force majeure within five (5)business days or otherwise waive this right as a defense. Section 16. Relationship of Parties: This Lease establishes the City/Operator relationship, and no other relationship. This Lease must be construed conclusively in favor of that relationship. In performing this Lease,both the City and Operator shall act in an individual capacity as independent contractors, and not as agents, representatives, employees, employers, partners, or associates of one another. The employees or agents of either party may not be, nor be construed to be, the employees or agents of the other party for any purpose. Section 17. Mechanic's Lien: Operator shall not permit any mechanic's,materialman's or similar liens to remain upon the Leased Premises for labor or material furnished to Operator or claimed to have been furnished to Operator in connection with work of any character performed or claimed to have been performed on the Leased Premises or at the direction of or with the consent of Operator. Operator shall keep the Leased Premises free from any liens arising from any work performed, materials furnished, or obligations incurred by or at the request of the Operator. All persons either contracting with Operator or furnishing or rendering labor and material s to Operator shall be notified in writing by Operator that they must look only to Operator for payment for such labor and materials. Nothing contained in this Lease shall be construed as The City 's consent to any contractor, subcontractor, laborer, or materialman for the performance of any labor or the furnishing of any materials for any specific improvement, alteration, or repair of, or to,the Leased Premises, nor as giving Operator any right to contract for, or permit the performance of, any services or the furnishing of any materials that would result in any liens against the Leased Premises. If any lien is filed against the Leased Premises or Operator's leasehold interest therein, Operator shall discharge same within twenty(20)days after its filing. If Operator fails to discharge such lien within such period, then, in addition to any other right or remedy of The City, The City may, at its election, discharge the lien by either paying the amount claimed to be due or obtaining the discharge by deposit with a court or a title company or by bonding. Operator shall pay on demand any amount paid by The City for the discharge or satisfaction of any lien, and all reasonable attorney's fees and other legal expenses of The City together with all necessary disbursement s in connection therewith. Notwithstanding the foregoing, Operator may contest the amount or validity of any such lien,provided that Operator first posts with The City an indemnity bond issued by a corporate surety reasonably satisfactory to The City in an amount equal to the amount of the lien claim plus a sufficient amount to cover any penalties, interest, attorney 's fees, court costs and other legal expenses resulting from such contest. This bond shall name The City and such other parties as The City may direct as obligees thereunder. Section 18. City's Right of Access to and Use of the Leased Premises for Utility or Other Construction Work: Operator acknowledges that there are City utility lines located on or under the Leased Premises. City reserves the right to excavate at the Leased Premises as necessary to repair,replace or maintain such utility lines. Additionally, Operator acknowledges that City may occasionally undertake additional utility or other construction projects which may require City or its contractor to have access to, on, in, above, across, through or under the Leased Premises. City reserves the right to access and construct upon the Leased Premises for City utility or construction project when deemed necessary by the City Manager. In connection with any such access, excavation or construction, City and Operator will cooperate in good faith in planning the timing, location and extent of such activities so as to minimize, to the extent reasonably possible, the adverse effect of such activities on the operations of the Facilities. City is not responsible to Operator for any damages or loss of revenues which may occur during City construction or utility work on Leased Premises. Section 19. Miscellaneous: 19.1 Utility Charges. All utilities serving the Leased Premises shall be paid by Operator prior to delinquency. 19.2 Successors. All rights and liabilities herein given or imposed upon the respective parties shall extend to and bind the respective successors and assigns of such parties. 19.3 Right of Inspection by City. City, acting through any authorized employee of the City, shall have the right to enter upon the Leased Premises at all reasonable hours for the purpose of inspecting the Leased Premises. Such entrance by City shall never be deemed or held to be an ejection or disposition of Operator, and City shall incur no liability by reason thereof. Operator shall provide the Contract Administrator with keys to the Leased Premises, and a current list of names and phone numbers, for use by the Contract Administrator, in the event of an emergency at the Leased Premises. The Contract Administrator or his authorized designee has the right to enter the Leased Premises during the regular hours of normal operation or at any time in the event of an emergency. 19.4 Construction of Lease and Venue. In the event any provision of this Lease shall be held to be invalid or unenforceable, such holding shall not be deemed to affect the validity and enforceability of the remainder of this Lease, or of the same provision as applied to other persons or circumstances. This Lease shall be construed with the express intention of the parties to it that it shall be valid and enforceable in every respect to the extent permitted by law. By agreement of the parties, any ambiguities in the Lease shall not be construed against the drafter. This Lease is only for the benefit of the City, the Indemnitees and Operator, and no third party has any rights or claims under this Lease or against the City. This Lease shall be interpreted according to the Texas laws which govern the interpretation of contracts, and venue lies in Nueces County,Texas, where this Lease was entered into and shall be performed. 19.5 Notice and Contract Administrator. Any notice, request, demand, or other communication which, under the terms of this Lease or under any statute or other law, must or may be given or made by the parties to this Lease, shall be in writing, shall be directed to the contract administrator designated below on behalf of the City, and to Ronald Elizondo, on behalf of the Operator. Such notices shall be sent by hand delivery, established overnight courier service or United States mail, registered or certified mail, postage prepaid, return receipt requested, to the following address of the party to receive notice or such other addresses as may hereafter be designated in writing from time to time by the parties hereto in the manner provided in this paragraph. Any such notice shall be deemed received when actually received as evidenced by written receipt or three days after deposit with the United States mail in accordance with this paragraph. The contract administrator for the City shall be the City Director of Parks and Recreation. The contract administrator for the Operator shall be Ronald Elizondo. Notice to the City shall be sent to: City of Corpus Christi Attn: Director of Parks and Recreation 1201 Leopard Street Corpus Christi, Texas 78401 With copy to: City of Corpus Christi Attn: City Attorney 1201 Leopard Street Corpus Christi, Texas 78401 With copy to: City of Corpus Christi Attn: City Manager 1201 Leopard Street Corpus Christi, Texas 78401 Notice to the Operator shall be sent to: HEB Tennis Center Attn: Ronald Elizondo 152 Shely Street Corpus Christi, Texas 78404 19.6 Waiver. No provision of this Agreement may be waived orally. The waiver by either party to this Lease of any breach of or default under any provision of this Lease shall not be deemed to be a waiver of such provision or of any rights as to any subsequent breach or default thereof. The subsequent acceptance of any rental or sums hereunder by City from Operator shall not be deemed to be a waiver of any preceding breach by Operator of any provision of this Lease (other than the failure of Operator to pay the particular rental or sum so accepted). The partial performance of any of City's covenants shall not be deemed to be a waiver of any preceding breach or default by City of any provision of this Lease. No provision of this Lease shall be deemed to have been waived by any party hereto unless such waiver is in writing and signed by the party charged with such waiver. 19.7 Amendments. No subsequent alteration, amendment, change, deletion, or addition to this Lease shall be binding upon City or Operator unless in writing and signed by authorized representatives of both City and Operator. 19.8 Compliance with Laws. Operator must comply with all applicable laws,regulations, and ordinances of the City, State and Federal governments. 19.9 Contract Documents. The fully executed Lease Agreement and the Operator's proposal shall constitute the contract documents and are incorporated herein by reference. In case of a conflict in any of the terms of the contract documents, first precedence shall be given to the fully executed Lease Agreement and second precedence shall be given to the Operator's proposal. 19.10 Fiscal Funding and Non-Appropriation. City's payment obligations under this Lease are subject to City's annual budget process. Notwithstanding anything to the contrary herein,the City's obligation to make any payment or expenditure under this Agreement is expressly contingent upon the availability of City funding for each payment item and obligation of the City contained herein. Operator shall have no right of action against the City as regards this Agreement, in the event that the City is unable to fulfill its payment obligations under this Agreement as a result of the lack of sufficient funding. Section 20. Acknowledgement: The parties expressly agree that they have each independently read and understood this Lease. By Operator's execution of this Lease, Operator acknowledges and understands that this Lease is not binding on the City until properly authorized by the Council and executed by the City Manager or by his designee. Signatures on next page. EXECUTED by the authorized representative of the parties. OPERATOR: OPERATOR NAME By: , President THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on , 2024, by , as President of , on behalf of such company. Notary Public, State of Texas CITY OF CORPUS CHRISTI ATTEST: By: By: Rebecca Huerta Robert Dodd City Secretary Director of Parks and Recreation THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on the day of , 2024,by Robert Dodd, Director of Parks and Recreation, for the City Of Corpus Christi, a Texas home-rule municipality, on behalf of the municipality. Notary Public, State Of Texas APPROVED AS TO FORM: This day of , 2024 BY: Assistant City Attorney For Miles Risley, City Attorney EXHIBIT A DESCRIPTION OF PROPERTY HEB TENNIS CENTER SITE MAP The Contractor is responsible for all landscaping and trash pickup within the perimeter boundaries. Perimeter Boundaries are outlined in yellow. r l� M AL KRUSE TENNIS CENTER SITE MAP Contractor is responsible for all landscaping within the perimeter boundaries. Contractor will also be responsible for picking up all trash located in both designated parking lots. Perimeter Boundaries are out lined in red. n W. yy 5 EXHIBIT B PERFORMANCE STANDARDS Tennis Centers Facility Inspection Form Tennis Facility date Employee on Site City Staff's Name Yes No 1 Is the pro-shop clean and free of trash and debris? M 2 Are the days and hours of operation clearly visible on the door or window? M 3 Is information about programs/tournament/clinics offered clearly displayed? 4 Are the fire extinguishers and First Aid Kits current on inspections and read ilyaccessible? 5 Have the AC/Heating filters been cleaned a changed? 6 Is the staff's appearance clean/appropriate for a tennis center? 7 Are storage areas organized and maintained? 8 Are Restrooms clean and properly stocked'? 9 Are locker rooms clean and in sanitary condition? 10 Is there a fire evacuation plan posted in a conspicuous location? a 11 Are the courts free of debris? 12 Are the benches in good condition and available to every court? 13 Are the windscreens in good condition and secured to the fence? 14 Are the nets and center straps all in good playable condition? 15 Is a backboard available to the public and In good condition? 16 Is the grass mowed and properly edged? a 17 Are the trees trimmed in accordance to City Standards? Notes- Each question is worth 1 pt.Add up all boxes checked yes and divide by the total number of questions. SORE 17 GRADE Tennis Centers Programming Form Tennis Facility Date Employee on Site Oty Staffs Name 1 2 3 4 1 Does the tennis center offer tennis Open Play to the public? 2 Does the tennis center offer tennis lessons? 3 Does the tennis center offer tennis leagues? ❑ ❑ ❑ ❑ 4 Does the tennis center offer tennis tournaments? 1:1 E] 5 Annual revenue generated at the facility? ® E] Notes- SCORE I 20 GRADE Grading Scale Pts Does the tennis center offer tennis Open Play to the public? '1 Less than 500open court fees reported,(number of players not revenue generated) 2 500-999 open court fees reported,(number of players not revenue generated) 3 1.000-1,500 open court fees reported,(number of players not revenue generated) 4 More than 1,500 open court fees reported,(number of players not revenue generated) Pt5 Does the tennis center offer tennis lessons? 1 Generated less than $25,000.00 in revenue from lessons 2 Generated$25,000.00-549,999.99 in revenue from lessons 3 Generated$50,000-00-$99,939.99 in seven ue frorn lessons 4 Generated more than$100,000.00 in revenue from lessons Pts Does the tennis center offer tennis leagues? 1 Less than 5 leagues offered at the tennis center 2 5-9 leagues offered at the tennis center 3 10-14leagues offered at the tennis center 4 More than 15 leagues offered at the tennis center Pts Does the tenniseenter offer tennis tournaments? 1 Less than 5 tournaments a year 2 5.9 tournaments a year 3 5-9 tournaments a year including at least 1 national tournament 4 10+tournaments a year including at least 1 national tournament Pt5 Annual Revenue Targets 1 Less than$150,D00.00 revenue generated 2 5150,000.00-5199,999.99 revenue generated 3 5200,000.00-$24%999.99 revenue generated 4 More than$2 50,000.00 revenue generated Parks and Recreation `��S Tennis Center Contractor Compliance CORPUS Policy and Procedure CHRISTI PAR KS6 RE�AEA,o� Effective Date: April 10, 2023 Revised Date: I Approved by: �Wvi& Date: L /D Z Robert Dodd,Director 1. PURPOSE: 1.1. Establish a departmental policy and procedure for monitoring contractor compliance over tennis center activities, up to and including financial reporting, facility maintenance, programming services, and management. 2. SCOPE: 2.1.This policy applies to all tennis center activities at HEB Tennis Center and Al Kruse Tennis Center. 3. AUTHORITY: 3.1.The Director of the City of Corpus Christi Parks and Recreation Department is granted authority under Section 36-1 of the City Code of Ordinance to establish rules and procedures for the department. 4. POLICY: 4.1.The Contracts Funds Administrator ("CFA' will monitor and account for all tennis center activities and programs to ensure contract compliance. S. PROCEDURE: Financial Reviews— 5.1. Pursuant to the contract, (1)the contractor shall submit a statement of earned revenue on or before the 1011 day of each month,and (2)the contractor shall submit a monthly programming schedule of all programs and activities for the coming month before the 1"day of the month. Failure by the contractor to submit reports timely may result in termination of the contract. 5.1.1. To ensure that all revenue from programs and activities are recorded, the CFA will reconcile the contractor's monthly programming schedule to the revenue report. 5.1.2. The CFA will review each revenue line to ensure compliance with the City's approved fee schedule. If there are any discrepancies, the CFA will ensure that the contractor makes corrections to adhere to the city approved fee schedule. 112 5.1.3. For special situations, including all pilot program fees, any fees not outlined in the fee schedule shall be submitted to the Parks and Recreation Director,for review and approval,prior to use. Facility Reviews— 6.1. Pursuant to the contract, random facility inspections will be conducted by the City on a quarterly basis. 6.1.1 The CFA shall utilize the Tennis Centers Facility Inspection Form (Attachment A-2 of the contract)to conduct the facility inspections. Areas to be inspected are cleanliness of pro shop and restroom s/locker rooms,court maintenance,premises maintenance,fire safety compliance,and hours of operation. 6.1.2. The CFA will score the inspection and calculate a grade. The contractor shall maintain an 85%or above. If the contractor does not meet the score,the CFA will issue a"needs improvement"rating and will allow additional time to allow the contractor to meet the minimum score of 85%. If the contractor continues to fail to obtain the minimum score, the CFA will issue a cure notice,outlining the possibility of contract termination. 6.1.3. At each quarterly inspection, the CFA will monitor the facilities to ensure no banners/signs,except those that promote items sold in the pro shop,are displayed. The CFA will make a notation in Attachment A-2 in the"Notes"section that a banner/sign check was conducted,and what the result was. Programming Reviews- 7.1. The City will conduct quarterly programming reviews. 7.1.1. The CFA shall utilize the Tennis Centers Programming Form (Attachment A-3 of the contract) to conduct the programming reviews. Areas to be reviewed are number of participants, types of programs being offered, types of tournaments, lessons offered, and the court hours used for adults, junior, leagues, mixer/social groups, and tournaments. 7.1.2. The CFA will review the programming numbers to ensure that services are distributed equitably across all age groups and that various types of programming is being offered. 7.1.3. The CFA will score the inspection and calculate a grade. The contractor shall maintain an 80%or above. If the contractor does not meet the score,the CFA will issue a"needs improvement"rating and will allow additional time to allow the contractor to meet the minimum score of 80%. If the contractor continues to fail to obtain the minimum score, the CFA will issue a cure notice, outlining the possibility of contract termination. 1' r F1 2 1 2 EXHIBIT C FACILITY MAINTENANCE Item Responsible Part Structure: includes foundation, walls, roof, windows (regular& storm), storm City shutters, doors, flooring, ceilings, & fixtures Building Systems includes electrical (parts & labor), HVAC,Plumbing, Fire City Alarm arts &labor and Security Alarm arts &labor Building Fixtures: all quarterly and annual preventative maintenance on HVAC system, replacing interior and exterior light fixtures/ballasts, major toilet or City sink repair, gate system major repairs including electrical boxes, door repair, Fire Sprinkler System preventative maintenance and repairs Building Fixtures: air filters, light bulbs, simple toilet repair, simple sink repair, strip and wax floors, shampoo carpets, maintain wall dividers in restrooms, doorknobs, ceiling tiles, gate systems minor* repairs, monitor boiler for leaks, Operator minor* exhibit repair, exterior pressure washing of sidewalks and plaza, minor* interior paint touch up, annual fire extinguisher inspection and upkeep. Parking lots, Sidewalks, Gates, & Si na e City Utilities to include Electric, Water, and phone lines city Landscaping: includes flower beds, ground cover, shrubs &trees Operator Fence Repairs or Replacement to include wind screens, and nets Operator Fire Alarm System Service Operator Water Coolers and Benches Operator Security Alarm System Service Operator Janitorial: includes supplies and services for cleaning facility and exhibits Operator Pest Control Service Operator Dum ster Rental Operator Radios I Operator * Minor is defined as under $5,000 EXHIBIT D TENNIS CENTER'S FEE SCHEDULE The City reserves the right to make any changes to the fee schedule. A. IAnnual and Semi-Annual Fees Fee Unit Adult Annual $ 300.00 per/year Adult Semi-Annual $ 175.00 per/6months Youth Annual $ 95.00 per/year Youth Semi-Annual $ 75.00 per/6months Non-Resident(3 Month Pass) $ 75.00 per/3months B. ICourt Fees Outdoor Standard Court Play(per/player) $ 3.00 per/1.5hrs Open Play(per/player) $ 5.00 per/1.5hrs Private/Semi Private/Group Lesson(court fee) $ 1.50 per/hrs Covered Pavilians(HEB) Standard Court Play(per/player) $ 5.00 per/1.5hrs Adult Open Play(per/player) $ 7.00 per/1.5hrs Private Lesson $ 4.50 per/hrs Semi-Private/Group Lesson(court fee) $ 2.25 per/hrs C. ILesson Fees Director of Tennis PrivateTennis Lessons $ 75.00 (per/hr) PrivateTennis Lessons $ 60.00 (per/45min) PrivateTennis Lessons $ 40.00 (per/30min) Semi-Private Lesson(per/player)(2 player) $ 38.00 (per/hr) Group Lesson(per/player)(3 player) $ 25.00 (per/hr) Group Lesson(per/player)(4+player) $ 19.00 (per/hr) Head Pro PrivateTennis Lessons $ 60.00 (per/hr) PrivateTennis Lessons $ 30.00 (per/30min) Semi-Private Lesson(per/player)(2 player) $ 30.00 (per/hr) Group Lesson(per/player)(3 player) $ 20.00 (per/hr) Group Lesson(per/player)(4 player) $ 15.00 (per/hr) Assistant Pro PrivateTennis Lessons $ 50.00 (per/hr) PrivateTennis Lessons $ 25.00 (per/30min) Semi-Private Lesson(per/player)(2 player) $ 25.00 (per/hr) Group Lesson(per/player)(3 player) $ 18.00 (per/hr) Group Lesson(per/player)(4 player) $ 16.00 (per/hr) D. ILeague Fees USTA Sanctioned Leagues Adult 18&Over Leagues(2 singles&3 doubles $ 59.20 per/league match Adult 40&Over Leagues(2 singles&3 doubles $ 59.20 per/league match Adult 55&Over Leagues(3 doubles) $ 44.50 per/league match Mixed 18&Over Leagues(3 doubles) $ 43.00 per/league match Mixed 40&Over Leagues(3 doubles) $ 43.00 per/league match E. I Facility Rental Fees HEB Tennis Center 22max courts(Full day more than 6hrs) $ 800.00 per/rental 22max courts(Half day less than 6hrs) $ 500.00 per/rental 11max courts(Full day more than 6hrs) $ 400.00 per/rental 11max courts(Half day less than 6hrs) $ 300.00 per/rental Al Kruse Tennis Center 7tennis courts(Full day more than 6hrs) $ 400.00 per/rental 7tennis courts(Half day less than 6hrs) $ 250.00 per/rental 10 pickleball courts(Full day more than 6hrs) $ 500.00 per/rental EXHIBIT E INSURANCE REQUIREMENTS L OPERATOR'S LIABILITY INSURANCE A. Operator must not commence work under this contract until all insurance required has been obtained and such insurance has been approved by the City. Operator must not allow any subcontractor,to commence work until all similar insurance required of any subcontractor has been obtained. B. Operator must furnish to the City's Risk Manager and Contract Administrator one(1)copy of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City of Corpus Christi and American Bank, N.A. must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation endorsement is required on GL, AL and WC if applicable. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-day advance written notice of Bodily Injury and Property Damage cancellation, non-renewal, material change Per occurrence - aggregate or termination required on all certificates and policies. 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'S COMPENSATION Statutory and complies with Part 11 of this (All States Endorsement if Company is not Exhibit. domiciled in Texas) Employers Liability $500,000/$500,000/$500,000 CRIME/EMPLOYEE DISHONESTY $25,000 Per Occurrence Operator shall name the City of Corpus Christi, Texas as Loss Payee Insurance Limit Subject to Change Based on Risk Management Annual Review of Actual Receipts LIQUOR LIABILITY $1,000,000 Per Occurrence (Required When Selling Liquor/Alcohol) HOST LIQUOR LIABILITY $1,000,000 Per Occurrence Required When Alcohol is Served,Not Sold. (Liquor Sales Requires Liquor Liability) PERSONAL PROPERTY INSURANCE Operator and any subcontractors, at their own expense, shall be responsible for insuring all owned, leased or rented equipment or personal property. C. In the event of accidents of any kind related to this contract, Operator 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, Operator must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in statutory amounts according to the Texas Department of Insurance,Division of Workers' Compensation. An All States Endorsement shall be required if Operator is not domiciled in the State of Texas. B. Operator shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Operator'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. Operator shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. All notices under this Exhibit shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Operator agrees that, with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, and volunteers, as additional insureds by endorsement with regard to operations, completed operations, and activities of or on behalf of the named insured performed under contract with the City,with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any, cancellation,non-renewal,material change or termination in coverage and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a cancellation, non-renewal, material change or termination of coverage, Operator shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Operator'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 Operator'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 Operator to stop work hereunder, and/or withhold any payment(s) which become due to Operator hereunder until Operator demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Operator may be held responsible for payments of damages to persons or property resulting from Operator's or its subcontractor's performance of the work covered under this contract. H. It is agreed that Operator'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. L It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. 2024 Insurance Requirements Exhibit Parks & Recreation—Al Kruse & HEB Tennis Centers Lease Agreement—Facility Management 4/15/2024 Risk Management—Legal Dept. • CORPUS CHRISTI PARKS& RECREATION Three-Year Lease Agreement for the Management & Operation of the HEB & Al Kruse Tennis Centers City Council Meeting October 15, 2024 Background CORPUS CHRISTI PARKS& RECREATION • Al Kruse Tennis/Pickle Ball Center is currently managed & operated by the Elizondo Tennis Foundation (Operator) with a five-year lease agreement term from March 1 , 2019 - October 31 , 2024. • HEB Tennis Center is currently managed/operated by Sweet Spot Tennis, LLC. and have had various management agreements since 2018; their current agreement also expires on October 31, 2024. • Parks & Recreation propose that both tennis centers be operated under one lease with one operator. • The lease agreement entails that a portion of net revenue be allocated for maintenance/repairs & potential future capital improvements at both tennis centers. Background Continued CORPUS CHRISTI PARKSA RECREATION • Ronald Elizondo of the Elizondo Tennis Foundation currently operates the Al Kruse Tennis/Pickle Ball Center. • Mr. Elizondo has proven his success at Al Kruse through upgrades/maintenance, providing quality courts & establishing new programs for all age levels. • During his evaluation process, Mr. Elizondo provided a detailed summary of programs to implement & a management plan to successfully operate both facilities. • Parks & Recreation's Management Team feel confident he would continue his success in managing both facilities. Lease A reement 9 COR STI PA FIKSS. _ _ R.LCRQATION OPERATION & MAINTENANCE • Elizondo Tennis will be responsible for the day-to-day operations of each facility & shall provide adequate staffing to provide goods/services. • Operations includes the day-to-day tennis court, equipment & landscaping maintenance; pro shop operations, tennis professional services and food & beverage sales (snack bar). • Operator shall be responsible for regular maintenance & cleaning (janitorial), as well as repairs & replacement of all equipment. • Also responsible for all operating expenses such as salaries/wages, equipment/cleaning supplies and costs of inventory purchased for sale in the pro shops & snack bars. • For each facility, Elizondo Tennis will be responsible for minor facility repairs up to $1,000. • City will be responsible for major facility repairs exceeding $1,000 such as structural repairs (e.g. roof& foundation), building systems (e.g. plumbing, electrical & HVAC); repairs to parking lots, sidewalks, gates & signage. Lease Agreement CORPUS CH FI ISTI solo.F O<SS. R LCRQATION ➢ UTILITIES — Al Kruse: City to pay Electricity, Telephone & Water with Trash Service — HEB: Operator to pay for Dumpster Rental/Alarm Services, Pest Control & Internet ➢ LANDSCAPING: Defined Maintenance Boundaries — Al Kruse: Operator responsible for areas within the specified, chain- link fence surrounding the facility. — HEB: Parks & Recreation will be responsible for landscaping beyond 25 feet from the perimeter of the facility. ➢ FOOD & BEVERAGE — The lease agreement allows for alcoholic beverages to be served/sold at each facility, year-round. — Operator shall ensure compliance with all permits issued under the TX Alcoholic Beverage Code & rules/regulations issued by the Texas Alcoholic Beverage Commission. Schedule of Rental Payments �CC3HA ST PA FIK SS. _ _ R.LCRQATION The effective date of the lease agreement is upon final City Council approval. The table below details how rental payments will be calculated: ITEM DESCRIPTION QTY UNIT PERCENTAGE RENT OF (MONTHLY MINIMUM) REVENUE 1 Percentage of Net Revenue 1 Year 15% $2,500 Year 1 2 Percentage of Net Revenue 1 Year 20% $2,625 Year 2 3 Percentage of Net Revenue 1 Year 25% $2,756.25 Year 3 • Net revenues shall not include revenues from the Pro Shop or snack bar food & beverages. • Net revenues shall include revenues derived from the sale of alcohol. 4% Maj. CORPUS Recommendation CHRISTI PARKS6 RECR EATICN Staff recommend approval of the three-year lease agreement for the operation & management of the HEB & Al Kruse Tennis Centers. 0 I a v „aR,aa„Eo AGENDA MEMORANDUM zs52 Public Hearing/First Reading for the City Council Meeting of October 15, 2024 Second Reading for the City Council Meeting of October 22, 2024 DATE: September 23, 2024 TO: Peter Zanoni, City Manager FROM: Daniel McGinn, AICP, Director of Planning and Community Development Dan ielMc(a)cctexas.com (361) 826-7011 Clarkwood Estates Annexation & Rezoning and Annexation of a Portion of County Road 36 CAPTION: Ordinance annexing Clarkwood Estates subdivision, an 87.57-acre tract of land located at the northwest corner of Clarkwood Road (Farm to Market Highway (FM) 2292) and County Road (CR) 36 per owner petition; rezoning 84.71 acres from the "FR" Farm Rural District to the "RS-4.5" Single-Family 4.5 District; annexing an abutting 1 .254-acre or 2,590-linear foot section of the CR 36 right-of-way per State law; providing for a penalty not to exceed $2,000 and publication, and approving the related service plan. (6 votes required) SUMMARY: Upon petition by the landowner, Farahnakian Revocable Trust, this ordinance will annex the proposed Clarkwood Estates single-family subdivision and abutting paved portion of CR 36 and it will rezone the property to "RS-4.5" Single-Family 4.5 District. Staff recommends approval of the annexation and rezoning. BACKGROUND AND FINDINGS: Description of the Request The landowner, Farahnakian Revocable Trust (Nasser and Soroush Farahnakian Trustees), submitted plans for a new single-family development located at the northwest corner of Clarkwood Road (FM 2292) and CR 36. The new development, called Clarkwood Estates, is located outside city limits but is contiguous with the current city limit line. The landowners requested City annexation to secure City services for their development. Additionally, Texas Local Government Code 43.106 requires the City to annex the adjacent 1 .254-acre section of CR 36 for the length that it abuts the property (2,590 linear feet). Upon annexation, the default zoning district for the newly annexed lands "FR" Farm- Rural District, which requires a minimum lot size of five acres, however, Farahnahkian Revocable Trust requested the rezoning of their property to the "RS-4.5" Single-Family 4.5 District, which permits lots of 4,500 square feet in area. Description of the Proposed Developments Clarkwood Estates is a proposed 87.57-acre single-family development of 476 single- family lots at the northwest corner of Clarkwood Road and CR 36 with planned entrances on both roads. Each new house will be connected to existing City water and wastewater lines that currently serve the abutting San Juan-Clarkwood neighborhood to the south. The developer estimates the full build-out of the subdivision will occur within 10 years and each dwelling unit would have an average sales price of$250,000. City Services to Subject Property The City already provides services to the San Juan-Clarkwood neighborhood to the south of the proposed development, Clarkwood Estates. The petitioning landowner has agreed to a Municipal Service Plan for Clarkwood Estates. Clarkwood Estates is located within the City of Corpus Christi's Certificate of Convenience and Necessity (CCN) for water service, i.e. water jurisdiction, and will receive City water utility services from existing water lines in the area. The developer also intends for Clarkwood Estates to receive City wastewater utility service from existing lines in the area. The City will provide street maintenance services for the annexed section of CR 36, which is 2,590 linear feet from Clarkwood Road westward to the western limits of the subdivision. CR 36 is currently improved with asphalt paving in fair to poor condition. Clarkwood Road (FM 2292) is a TxDOT-owned and maintained road. San Juan Park is located to the south of the property across CR 36 and is owned and maintained by Nueces County. The proposed development does not reach a threshold at which additional City Police substations, Fire stations, City Library, Health, Animal Control, or Parks and Recreation services are needed. Compliance with City Annexation Guidelines The City will evaluate property owner-initiated requests for annexation based on criteria stated in the Annexation Guidelines. The proposed annexation meets the following criteria: Criteria 1 . To protect public health and safety by: c. Preventing unregulated development in areas that: (i.) will have an adverse impact on adjacent areas within the City. Criteria 2. To provide municipal services to: a. Residential, commercial, and industrial land uses that would benefit from a level of service calibrated for a city rather than an unincorporated area. Criteria 3. Where property location is in: b. Areas contiguous to the City limit for which dense urban or suburban development activity is anticipated. Criteria 5. Based on economic and fiscal impacts: c. Annexation of areas with proposed development that is fiscally feasible for both operating and capital improvements while maintaining current levels of service to existing residents. d. Annexation to ensure that areas benefiting from proximity to a large urban City are contributing revenue to offset the cost of providing services within an urban environment. e. (i.) An owner-initiated application for single-family residential development is unlikely to prove a positive fiscal impact and a fiscal impact analysis should not be used exclusively to evaluate an annexation. Therefore, other criteria should factor into the decision to annex. ALTERNATIVES: The land could remain outside city limits (OCL) and the City could offer the landowner an OCL water and wastewater contract for services, however, doing so would not be consistent with recent policy decisions and would not generate city tax revenue for an area that already benefits from existing City services. Therefore, this alternative is not a recommended course of action. FISCAL IMPACT: Departments indicated they could absorb the cost of providing services to the proposed development within current budgets. Funding Detail: No funds are being encumbered with this action. RECOMMENDATION: Staff recommend approval of the annexation. Staff and Planning Commission recommend approval of the requested rezoning. LIST OF SUPPORTING DOCUMENTS: Ordinance with Exhibits (Municipal Service Plan, Property Descriptions) Landowner's Petition for Annexation Zoning Report Presentation Ordinance annexing Clarkwood Estates subdivision, an 87.57-acre tract of land located at the northwest corner of Clarkwood Road (Farm to Market Highway (FM) 2292) and County Road (CR) 36 per owner petition; rezoning 84.71 acres from the "FR" Farm Rural District to the "RS-4.5" Single-Family 4.5 District; annexing an abutting 1.254-acre or 2,590-linear foot section of the CR 36 right- of-way per State law; providing for a penalty not to exceed $2,000 and publication, and approving the related service plan. WHEREAS, Texas Local Government Code §43.003 and City Charter of the City of Corpus Christi, Texas, Article 1 , Sec. 1 authorizes the annexation of territory, subject to the laws of this state; WHEREAS, offers of development agreements have been made pursuant to Texas Local Government Code §43.016-1 WHEREAS, September 7, 2023, the landowner, Farahnakian Revocable Trust (Nasser and Soroush Farahnakian Trustees), signed a petition requesting annexation of 87.57 acres out of the west 5/8 of the Thomas Gallagher Survey 402, Abstract 988 for the proposed Clarkwood Estates subdivision; WHEREAS, the City Council finds that Corpus Christi City Charter Article X, Section 2 authorizes the City Manager to execute a Municipal Service Plan Agreement with the owners of land in the area for the provision of services in the area to be annexed, and the City negotiated and entered into a Municipal Service Plan Agreement with the owner of land in the area for the provision of services in the area to be annexed; WHEREAS, Local Government Code 43.106 requires annexation of 1.254 acres of CR 36 right-of-way and paved roadway width for 2,590 linear feet from Clarkwood Road to the western boundary of the Clarkwood Estates subdivision; WHEREAS, a public hearing was held by the City Council, during City Council meetings held in the Council Chambers at City Hall in the City of Corpus Christi, Texas, following the publication of notice of the hearing in a newspaper of general circulation in Corpus Christi and on the City's website, for the consideration of annexation proceedings and the service plan for the defined land and territory, during which all persons interested in the annexations were allowed to appear and be heard; WHEREAS, the City Council finds that the territory now proposed to be annexed lies wholly within the extraterritorial jurisdiction of the City of Corpus Christi, and abuts and is contiguous and adjacent to the City of Corpus Christi; Page 1 of 4 WHEREAS, the City Council finds that the territory now proposed to be annexed constitutes lands and territories subject to annexation as provided by the City Charter of the City of Corpus Christi and the laws of the State of Texas; WHEREAS, the City Council finds that it would be advantageous to the City and to its citizens and in the public interest to annex the lands and territory hereinafter described. WHEREAS, the landowners have requested rezoning that is concurrent with the annexation process for the subject property, located at the northwest corner of Clarkwood Road (FM 2292) and CR 36; WHEREAS, with proper notice to the public, a public hearing was held regarding the rezoning 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 Unified Development Code ("UDC') and corresponding UDC Zoning Map; WHEREAS, the City Council finds that this zoning will promote the best and most orderly development of the property 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 foregoing recitals are hereby found to be true and correct and are hereby adopted by the City Council and made a part hereof for all purposes as findings of fact. SECTION 2. An 87.57-acre tract of land, more or less, described by metes and bounds in Exhibit A and illustrated in Exhibits B-1 and B-2, generally located near the northwest corner of Clarkwood Road (FM 2292) and CR 36, is annexed to, brought within the corporate limits, and made an integral part of the City of Corpus Christi. SECTION 3. The Municipal Service Plan attached to this ordinance as Exhibit C is approved. The service plan provides for the same number of services and levels of service for the annexed area and to the same extent that such services are in existence in the area annexed immediately preceding the date of annexation or that are otherwise available in other parts of the city with land uses and population densities similar to those contemplated or projected in the area annexed. SECTION 4. The Unified Development Code ("UDC") and corresponding UDC Zoning Map of the City of Corpus Christi, Texas, are amended by changing the zoning on 84.71 Page 2 of 4 acres out of the subject property, as described in Exhibit "D" and shown in Exhibits "E-1" and "E-2," from the "FR" Farm Rural District to the "RS-4.5" Single-Family 4.5 District. SECTION 5. 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 6. 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 7. 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 8. 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 9. A 1.254-acre tract of land, more or less, described by metes and bounds in Exhibit F and illustrated in Exhibit G, generally located west of Clarkwood Road (FM 2292) for a distance of 2,590 feet to the western edge of the Clarkwood Estates subdivision is annexed to, brought within the corporate limits, and made an integral part of the City of Corpus Christi. SECTION 10. The official map and boundaries of the City and its extraterritorial jurisdiction, previously added and amended are amended to include the territories described in this ordinance as part of the City of Corpus Christi, Texas. SECTION 11. The City Manager or his designee is directed and authorized to perform or cause to be performed all acts necessary to correct the official map of the City to add the territory annexed as required by law. SECTION 12. If for any reason any section, paragraph, subdivision, clause, phrase, word, or provision of the ordinance shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, word or provision of this ordinance for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, word or provision hereof be given full force and effect for its purpose. SECTION 13. The City Secretary is hereby directed to file with the County Clerk of Nueces County, Texas, a certified copy of this ordinance. Page 3 of 4 SECTION 14. 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 15. This ordinance is effective immediately upon passage. 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 4 of 4 EXHIBIT "A" STATE OF TEXAS COUNTY OF NUECES Field notes of an 87.57 acre tract of land being out of a 254.07 acre tract of land, said 254.07 acre tract comprising the west 5/8 of the Thomas Gallagher Survey 402, Abstract 988 in Nueces County, Texas, as described in a deed from Cliff Investments, Inc., to Nasser Farahnakian recorded under Document No. 2007036276 of the Official Public Records ofNueces County, Texas(the parent 254.07 acre tract). Said 87.57 acre tract of land being more particularly described by metes and bounds as follows: COMMENCING at a 5/8 inch iron rod found at the intersection of the northerly boundary of the parent 254.07 acre tract and the westerly right of way line of Farm to Market Highway 2292, said point bearing S 89" 15' 26" W a distance of 64.78 feet from the northeast corner of the parent 254.07 acre tract, and being the POINT OF COMMENCEMENT; THENCE, S 01" 00' 33" E, a distance of 190.32 feet to a 5/8" iron rod found in the westerly right-of-way line of Farm to Market Highway 2292 and northerly right-of-way line of State Highway 44; THENCE, N 500 10' 11" E, a distance of 19.16 feet, to a brass monument found in the westerly right-of- way line of Faun to Market Highway 2292 and northerly right-of-way line of State Highway 44; THENCE, S 01" 02' 01" E, crossing the State Highway 44 right-of-way, in all a distance of 2943.96 feet along the westerly right-of-way line of Farm to Market Highway 2292 to a 5/8" iron rod found in the westerly right-of-way line of Farm to Market Highway 2292, said point being the southeast corner of a 70.00 acre tract of land described in a special warranty deed from Nasser Farahnakian to Danny Lauer recorded under Document No. 2014012029 of the Deed Records of Nueces County, Texas, for the POINT OF BEGINNING, and the northeast corner of this tract; THENCE, S 0 1" 02' 0 1" E, along the westerly right-of-way line of Farm to Market Highway 2292, a distance of 291.53 feet, to a brass monument found in the westerly right-of-way line of Farm to Market Highway 2292, for an interior corner of this tract and the point of curvature of a circular curve to the left, THENCE,250.36 feet along the westerly right-of-way line of Farm to Market Highway 2292 and a circular curve to the left, said curve having a radius of 1005.00 feet and a chord with a bearing of S 08" 10' 18" E and length of 249.72 feet, to a brass monument found in the westerly right-of-way line of Farm to Market Highway 2292 for the point of tangency of said curve and an interior corner of this tract; THENCE, S 15" 09' 20" E, along the westerly right-of-way line of Farm to Market Highway 2292, a distance of 386.28 feet, to a brass monument found in the westerly right-of-way line of Farm to Market Highway 2292, for an interior corner of this tract and the point of curvature of a circular curve to the right; THENCE,225.41 feet along the westerly right-of-way line of Farm to Market Highway 2292 and a circular curve to the right, said curve having a radius of 905.00 feet, and a chord with a bearing of S 08" 17' 47" E and a length of 224.82 feet,to a brass monument found in the westerly right-of-way line of Farm to Market Highway 2292 for the point of tangency of said curve and an interior corner of this tract; Page 1 of 3 THENCE, S O1" 06' 47" E, along the westerly right-of-way line of Farm to Market Highway 2292, a distance of 291.53 feet, to a PK nail set in the centerline of Nueces County Road 36, said point bearing S 890 14' 47" W a distance of 50.37 feet from the southeast corner of the parent 254.07 acre tract, and also being the southeast corner of this tract; THENCE, S 890 14' 47" W along the centerline of Nueces County Road 36 and the southerly boundary of the parent 254.07 acre tract,a distance of 2641.32 feet,to a 5/8" iron rod found in the centerline of`Nueces County Road 36, said point being the southwest corner of the parent 254.07 acre tract, and also being the southwest corner of this tract; THENCE,N 00 50' 04"W a distance of 1462.62 feet along the westerly boundary line of the parent 254.07 acre tract to a 5/8 inch iron rod found in the westerly boundary line of the parent 254.07 acre tract, said point being the southwest corner of a 70.00 acre tract of land described in a special warranty deed from Nasser Farahnakian to Danny Jauer as recorded in Document No. 2014012029 of the Deed Records of Nueces County, Texas, and being the northwest corner of this tract; THENCE,N 88"58' 39" E,along the southerly boundary line of the 70.00 acre tract of land described in a special warranty deed from Nasser Farahnakian to Danny Jauer as recorded in Document No. 2014012029 of the Deed Records of Nueces County,Texas,a distance of 2431.34 feet to the POINT OF BEGINNING, and containing 87.57 acres of land,more or less. Page 2 of 3 Notes: 1.) Hearings are based on Global Positioning System NAD 83 Zone 4205 Datum 2.) A map of equal date accompanies this Metes and Bounds description. I, bred C. Hayden, Jr.,do hereby certify that this survey of the property Iegally described herein was made on the ground this day of Jr 4ePw b-c v 2023, and is correct to the best of my knowledge and belief. Q P T�• FR��C I�;AYDEN;3�• Fred C. Hayden, Jr., RPLS No. 4486 Page 3 of 3 lcrvden IIATE 06/22/23 _ urveying, Inc. / `�. °t cp ` 905 PEL-A ❑R� i '• l CORPUS CH vi RlSTI, TEXAS 7841F /3 Fau C, HAtiDC��JR PH, 361-72B-7188 �................. .. .. 1, THE ONDERS15NEll, IN MY PRDFE d486SSIONAL OPINION, HEREDY '• /} STATES THAT THIS AND WAS PREPARED SURVEY ACTUAL R DIN THE ET CT GROUND SURVEY CJ• Q�'C�" �V�•4• REDFLINLEC TEDR MYDONE THE S RLVEY DPLAT N THAT ET ER: ARE NO SET AS +elf •sun�:`C© ENCROACHMENTS AND BOUNDARY CONFLICTS EXCEPT AS SHDWN ON l7 THE SURVEY PLAT. FND FEM POST (MEAS)N89.15'26"E 2471.87' P.CI^G• THE DIMENSIONS SHOWN LIN THIS DRAWING ARE FOR THE W CONE(919NR6Eol (PLAT)N89.1�E+ • 24�1. nID 5 A'I USE Of TITLE AND HVRSCAGE COMPANIES IN C74NECTTVN 31'DC33"E WITH IHIS TRANSACTION AND SHALL NOT BE RELIED TRACTITR TRACT E 190.32' UPON FOR.ANY OTHER PURPESF.TRACT A ACT C TRACT 9 FRI 5/B-I 49.97 NcASVREMEN7S SHOWN ARE FROM THEPROPERTY LINE TO TND a DDI WHMT NSD'1G'11'E 11ic EOUNDATICN,AND FROM CORNER TO CORNER OF TIME FIN 19,18' FOUYDA710.N. NO EASEMENT RESEARCH HAS BEEN PERfORHED 8Y STATE 44 HIGHWAY MAYPEN SURVEYING.INC • R.O.W.1yDTH YAIFIE� I a a ALL BEARINGS AND I1Is TANLEs SHOWN IN TINH SURVEY d MATCH THE RECORD PLAT, FNa 3/e'IR >> BUILDING SETBACK LINE.",ARE AS INDIEAIE©ON RECORD PLAT. FIND 5/5'IFL 6'm ITT n THE SURVEY SHOWN HEREON WAS MADE UPON THE GROUND n UNDER NY SVPERVISIDN,VISIBLE ENCROACHMENTS, (() EASEMENls,D7sCREPANCIES,PRUTRU51ONs.IF ANY,ARF SHOWN HEREON.THE PRCPERI,Y..ABLIDwN R L�mTEo srArEs(J1 OF AMERCA n YYfa� p 29.75 ACRE TRACT CUT OF NO e�96 • A 254.07 ACRE TRACT DESCRIBED D (n OWNER: Al SISTER CREEK LTD IN DOC #2007036276 N & CEARA LLC O.P.R.NC.T LOT 1 BLOCK 1 DOC•N 201101 DEATON-BAKER SUB01V151CF7 • Y,I m DOCM 2021049842 u a in TRACT A OWNER: J,E. CONSTRUCTION g SERVICES t5so.1I'10 OF ROAD v o 5.04 ACRE TRACT OUT OF FIND 3 e'IR {PLAT)N875'51•E p P 6.54 ACRE TRACT ➢CIUNDRY ❑F PARENT ' (MEAC)N89'13'S1 E '/e.rn DOC #2015043748 254,07 ACRE TRACTS i 7 DCC#2019023660 Y + e TRACT B 04INFR: J.E. CONSTRUCTION SERVICES ❑.P.R,NC T, 11 91D 1T w x Q (PLAT)N89'16'3T"E • d d gr"Yi 1.50 ACRE TRACT OUT OF GI!mG TT IN ENJ 5/8"IN { I {MEns)Nea73'x4 a 6.54 ACRE TRACT y DCC #2015013742 OWNER: DANNY JAUER OWNER: COYOTE REAL 70,00 ACRE TRACT Cur Or m T P.AC i C • A 254.g7 ACRE TRACT DIcl ESTATE HOLDINGS, LLC IN DOC M2.00703627E LOT 1, BLOCK 1, COYOTE 0 P.R.N.C.T ACRES DOCM 2014012029 VOL. 68 PC, 159 8 DOC #201400518.5 o OWNER: COYOTE REAL TRACT ESTATE MOLDINGS, LLC (MFAS)N88'58'39"F 2431.34'(TO R.O,W.) P. . "("• LOT 2, BLOCK 1, COYOTE (PLAT N8B'58'41"E 2481.31'(TO OF ROAD) 365 49.75 ACRES 1 VOL. 68 PG. 158 ! i DOC #2014005135 a s x•1 4971 j d TRACT E OWNER: TEXAS CITY # VENTURE, LTZI o z• �$- a4 aR.�TK.mo' r �{ LOT 1, 44 CAMERON T Lri /5 ;�Ri ..' m SUBDIVISION l 1' VOL. 67 PG, 658 o Rlw m DOC k2014006441 BE (M{ASt N1ATro1u'.,'F SCALD 1' = 700' zYI StiTT � E— -- 60 - 87.87 ACFIE TRACT CUT OF see.T.a '� 1 > ssT•w A 2541 ACRE TRACT T£SOW:11 W • �'� +�iA'EA ad~ IN OW X2007036776 "+ory•pY� YhAr_ :.� O.PRN.C.T Rr ao' YONi"RH d (�cAT, +{, :'%� a �a rNaxy Tpyee Mi YD N� II i-A/' 'O TL,LIAIL•liT T U f�`: •J N m IRE 9 x l T E _.. �(PLATJSB®'14'4T•W _,-��_._�.._ _"K7,5'CPL�`EMFi T� � •_.�=-�. aaa�' FFb 3/e' • •IIE�� • wT� ` CR 36 SET•PK II (PUAT)S89.14'47"W 264.0,95' (MEAS)S89.14.47"W 2641.32' EXHIBIT B - 1 SKETCH TO ACCOMPANY METES AND BOUNDS DESCRIPTION SURVEY OF CLARKWOOD ESTATES A 87.57 ACRE TRACT OUT OF A 254.0'7 ACRE TRACT DESCRIBED IN )3C# 2O "Vb3 27B O.P.R.N.C.T. ayden DATE 08/22/23 1 urveying, Inc. RIS /� { �"['�(� ` 965 DELTA ➢R, CC1RPLhS . 361-I TEXAS 78412 4....... /I PH• 36f-729-7188 11�i ll\ 1. TViC 11NllER5lGNE➢, SN.NY PRgECSS1El AL LIPSNION,HEREBY N/Mnth NNNH 6/ +11511a1A Yh SLATES THAT TI{IS SURVEY PLAT HEREON [S TRUE AND CORRECT 448b AND WAS PREPARED FROM AN ACTUAL ON THE 5ROUND SURVEY CINDER MY DIRECTICN, ALL MONUMENT$ W€RE FOUND OR SET AS �f.arFSSI� n'� REFLECTED ON THE SURVCY PLATo THAT THERE ARE NO ENCROACHMENTS AND BOUNDARY CCTNFLICTS EXCEPT AS SHOWN ON fJvQ<.TGiIV'�` THE SURVEY PLAT. THE BIMENSIO.NS SHOWN UN THIS DRAWING ARE FOR THE 'Sr OF TITLE AND NORT61 COMPANIES IN f.ONNEGTItkI WITH THIS iRAN,$ACTION ANp SHALL Np7 IF.RCLIfD HPON FOR ANY OTHER PURPDSE, MEASUREMENTS SHOWN ARE FROM THE PROPEREY LINE 1G THE fOUNOATICN.AND FROM CORNER TC CORNER DE THE FOUNDATION. NO FAS£MENT RESEARCH HAS BEEN PERFORMEO RY }IA Y TEN SURVEYING,1N ALL REARINGS ANp DISTANCES SHOWN OR THIS SURVEY MATCH lHE RCCURp ALAI. DUILDINL SETDACK LINES ARE. AS INDICATED INV RECORD PLAT. THE SURVEY SHOWN HEREON WAS MADE IIPDN THE GMNVND 071BfR MV SURERVI$ION.VISIELE ENCROACHMENT$, EASE M[NTS,DISCSEpANCIC S,PROTRUSIONS.IF ANY,ARE SHOVN HEREON,THE PROPER'T/TY]TAB/TITS A PU y RECIPE D"P r.SS7D" £4 � H U.11Dfi (MEAS)N88-58'39"E 2431.34'(TO R.O.W.) AT) , ° o FND 5 8' IR (PLAT)N88-58'41'E 2481.31'(TO OF ROAD) 49,75 Fl , N soT'02 01 E n• - �>v 201,53' o p 4Fa.i3 0 0 FND BRASS Ch l 1 TX OOT N N el p C3 + .z-tea R-1005.00' MONUMENT •I (MEAS)L4250 36 r>a r'i p GI T (PLAT)L- Ln.7.51..SD -- rn :E CoC�pp',,•rr,.a CLA7.49.72 FND BRASS cn �+ • R'3 f TX 4QT N N MLx1uMEH: (P+Ar)srs _ � (MEAS) IIg_3g?'57 87.57 ACRE TRACT OUT OF s13592aryL- LPL7)N79,,'57•W ,jE yy A 254.07 ACRE TRACT DCSCR6ED abc9 FAQ IN DOC #2007036276 FTw BOAS s n rN� O.P.R.N.C.T Tx 007 R-�MEA.K0&0O' MONUVLN7 .225.41 CS PLAT)L-225,53 w N N CB� g6^17'47"€ �50.52 �= CL�224,82' FRIO sRkl rTI M iJ r N CO TX DOT MO9 DOI17 v (PLAT) o 501'0B'47"E �I --^'• �,'.�_._.,,.__ (PLAT)S89'14'47' • urn. • ra 1� . 5' CP�EASEMENT ._ _._ -�_. 50.37' FND 5f8' 1 7 . �. � �� ��� • �� ioi (PLAT)S89'14'47"W CR 36 2640.95' SET "PK NAIL" (MEAS)S8914'47"W 2641.32' EXHIBIT 13 — 2 SURVEY OF CLARRWOOD ESTATES A 87.57 ACRE TRACT OUT OF A 254.07 ACRE TRACT DESCRBED IN DQC# 2007036276 O.F.R.N.C.T. DATE: 08-22-83 SCALE: 1" = 500` EXHIBIT C MUNICIPAL SERVICE PLAN AGREEMENT FOR A 87.57 ACRE TRACT OF LAND, AND BEING OUT OF A 254.07 ACRE TRACT OF LAND COMPRISING THE WEST 5/8 OF THE THOMAS GALLAGHER SURVEY 402, ABSTRACT 988, AS DESCRIBED IN A DEED FROM CLIFF INVESTMENTS, INC TO NASSER FARAHNAKIAN RECORDED UNDER DOCUMENT NO, 2007036276 OF THE OFFICIAL PUBLIC RECORDS OF NUECES COUNTY, TEXAS This MUNICIPAL SERVICE PLAN AGREEMENT ("Agreement") is entered into by and between the City of Corpus Christi ("City"'), and Farahnakian Revocable Trust ("Landowner"), both of which may be referred to herein singularly as "Party"or collectively as the "Parties." WHEREAS, the Landowner has requested that the City consider annexation of a tract of land totaling approximately 87.57 acres of land situated in Nueces County, Texas, as specifically described and attached as Exhibit "A" and sketch in Exhibit "113-1" and survey in "Exhibit B-2" ("Subject Property'"'), which is attached hereto and incorporated herein for all purposes; WHEREAS, the City intends to institute annexation proceedings for the "Subject Property; WHEREAS, Texas Local Government Code §43.0672 requires a written agreement for the provision of services in the area first be entered into between the City and Landowner of the Subject Property prior to annexation; WHEREAS, the City and the Landowner agree each will benefit from the City's development restrictions and zoning requirements, as well as other municipal services provided by the City which are good and valuable considerations for the Landowner to request annexation and for the Parties to enter into this Agreement for the City to provide the listed services upon annexation and in accordance with this Agreement; WHEREAS, the City Council of the City of Corpus Christi, Texas, finds and determines that this Agreement will not provide any fewer services or a lower level of services in the annexation area than were in existence in the annexation area at the time immediately preceding the annexation process. The service agreement will provide the annexed area with a level of service, infrastructure, and infrastructure maintenance that is comparable to the level of service, infrastructure, and infrastructure maintenance available in other parts of the municipality with topography, land use, and population density similar to those reasonably contemplated or projected in the area. WHEREAS, it is found that all statutory requirements have been satisfied and the City is authorized by Texas Local Government Code Chapter 43, to annex the Subject Property into the City; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties hereto agree as follows; j Section 1. Recitals The Parties hereto acknowledge and agree that the foregoing recitals are hereby found to be true and correct and are hereby adopted by the Parties and made a part hereof for all purposes. Section 2. Services to be Provided The following service list represents the provision of services agreed to between the landowner of the Property and the City establishing a program under which the City will provide municipal services to the Subject Property as required by Texas Local Government Code §43.0672, which will be provided at a level consistent with services levels provided to other similarly situated areas within the City. a. General Municipal Services. The following services shall be provided immediately from the effective date of the annexation: (1) Police Protection: Services to be Provided: The Corpus Christi Police Department (CCPD) will provide police protection. (2) Fire Protection: Services to be Provided: The Corpus Christi Fire Department will provide fire protection and suppression through its existing fire stations. (3) Emergency Medical Service: Services to be Provided: The Corpus Christi Fire Department will provide emergency medical services. (4) Solid Waste Collection: Services to be Provided: After the effective date of annexation, the City of Corpus Christi will provide solid waste services to single-family residential customers directly or indirectly through a third-party contract. Commercial garbage collection service for businesses and multi-family residences is available on a subscription basis from private service providers. The City of Corpus Christi will allow commercial refuse collectors to continue providing this service to condominium complexes, multi-family apartments, and commercial and industrial establishments. (5) Water Service: Existing Services: Currently, the City of Corpus Christi holds a water certificate of convenience and necessity ("CCN") for the annexation area. Services to be Provided: The City of Corpus Christi will continue to provide water service to the annexed area. In accordance with the applicable rules and regulations for the provision of water service, water service will be provided to the 2 Subject Property, or applicable portions thereof, by the utility holding a water CCN for the subject property or portions thereof (the "CCN holder") and, as applicable, the utility providing wholesale or retail water service to said CCN holder. Absent a water CCN, by the utility in whose jurisdiction the Subject Property, or portions thereof as applicable, is located, the extension of water service will be provided in accordance with all the ordinances, regulations, and policies of the City. (6) Wastewater Service: Existing Services: Currently, the annexation area lies outside a wastewater certificate of convenience and necessity ("CCN"). Services to be Provided: Absent a wastewater CCN by the utility in whose jurisdiction the subject property, or portions thereof as applicable, is located, the extension of wastewater service will be provided in accordance with all the ordinances, regulations, and policies of the City. When areas are not reasonably accessible to a public wastewater facility of sufficient capacity as determined by adopted City wastewater standards, individual aerobic system or individual wastewater treatment plant will be utilized in accordance with all the ordinances, regulations, and policies of the City. (7) Operation and Maintenance of Water and Wastewater Facilities that are not Within the Service Area of Another Water or Wastewater Utility: Water and wastewater service will be provided in accordance with the Corpus Christi Unified Development Code, Utility Department Policies, and engineering standards and provided the service is not within the certificated service area of another utility through existing facilities located within or adjacent to the area. Any and all water or wastewater facilities owned or maintained by the City of Corpus Christi, Texas, at the time of the proposed annexation shall continue to be maintained by the City of Corpus Christi, Texas. Any and all water or wastewater facilities that may be the property of another municipality or other entity shall not be maintained by the City of Corpus Christi unless the facilities are dedicated to and accepted by the City of Corpus Christi. The current water line mains at their existing locations shall be available for point-of-use extension based upon the current City's standard water extension policies now existing or as may be amended. On-site sewage facilities may be allowed contingent upon the property owner meeting all city, county, state and federal requirements. (8) Operation and Maintenance of Roads and Streets, including Street Lighting: The City will maintain public streets over which the City has jurisdiction. Roads, streets or alleyways which are dedicated to and accepted by the City of Corpus Christi, Texas, or which are owned by the City of Corpus Christi, Texas, shall be maintained to the same degree and extent that other roads, streets and alleyways are maintained in the City. Lighting of public roads, streets and alleyways shall be 3 maintained by the applicable utility company servicing the City unless the lighting facility has been dedicated to the public, in which case the City will be the operator. (9) Operation and Maintenance of Parks, Playgrounds and Swimming Pools: Currently, there are no public recreational facilities in the annexation area including parks, playgrounds, or swimming pools. Any park that may be under the responsibility of the County will be maintained by the City only upon the dedication of the park by the County to the City and acceptance of the park by the City Council. If the City acquires any parks, playgrounds, or swimming pools within the annexation area, an appropriate City department will provide maintenance services. (10) Operation and Maintenance of any other Publicly-Owned Facility, Building, or Service: Currently, there are no such other publicly owned facilities, buildings, or services identified. If the City acquires any publicly owned facilities, buildings, or services within the annexation area, an appropriate City department will provide maintenance services. (11) Planning and Zoning Services: Existing Services: Subdivision planning services currently provided when plats are submitted for City review. Services to be Provided: The City will impose and enforce zoning, subdivision development, site development and building code regulations with the Annexed Area upon the effective date of the annexation. Enforcement will be in accordance with City ordinances. Development plans and plats for projects within the Annexed Area will be reviewed for compliance with City standards. The use of land in a legal manner may continue in accordance with Texas Local Government Code §43.002. (12) Other Municipal Services: City recreational facilities, including parks and library, will be available for use by landowners or residents of the Annexed Area on the same basis as those facilities are available to current City landowners and residents. City residents receive program preference for some City programs. Excluding gas and electric services, other City services including Animal Control, Code Enforcement, Municipal Court, and General Administration services will also be available to landowners and residents in the Annexed Area on the same basis those facilities are available to current City landowners and residents. All other services contemplated herein will be available upon the effective date of annexation. b. Capital Improvements. No additional capital improvements are necessary at this time to service the Subject Property in the same manner as similarly situated properties. Upon development of the Subject Property or redevelopment, the Landowner will be responsible for the development costs the same as a developer in a similarly situated area under the 4 ordinances in effect at the time of development or redevelopment. Capital improvement acquisition or construction will occur in accordance with applicable ordinances and regulations and the adopted capital improvement plans of the City, as may be amended. ('I) Water and Wastewater Facilities: Water and Wastewater infrastructure and improvements will be constructed by the Landowner or Landowner's developer according to the Corpus Christi Unified Development Code, City's Water and Wastewater standards, and City's master plans, as may be amended. (2) Roads and Streets: Road and street infrastructure and improvements will be constructed by the Landowner or Landowner's developer according to the Corpus Christi Unified Development Code, City's design standards, and City's master plans, as may be amended. In general, the City will acquire control of all public roads and public streets within the annexation area upon annexation. Future extensions of roads or streets and related facilities, such as traffic control devices, within the City limits will be governed by the City's standard policies and procedures. (3) Street Lighting: Street lighting in new and existing subdivisions will be installed and maintained in accordance with the applicable standard policies and procedures. Section 3. Schedule of Services In accordance with Texas Local Government Code § 43.0672(c), no other services are contemplated by this Agreement and a schedule for future services as contemplated by Texas Local Government Code § 43.0672(b) is not applicable as all services identified herein will be provided upon the effective date of annexation. Section 4. Level of Service Nothing in this Agreement shall require the City to provide a uniform level of full municipal services to each area of the City, including the annexed areas, if different characteristics of topography, land use, and population density are considered a sufficient basis for providing different levels of service. The City of Corpus Christi will provide services to the newly annexed area in a manner that is similar in type, kind, quantity, and quality of service presently enjoyed by the citizens of the City of Corpus Christi, Texas, who reside in areas of similar topography, land utilization and population density. Section 5. Vested Ri hts Claims. This Agreement is not a permit for the purposes of Texas Local Government Code Chapter 245. 5 Section 6. Effective Term The term of this Agreement (the "Term") is ten (10) years from the Effective Date. This agreement is effective upon execution by the City. Section 7. Force Majeure In case of an emergency, such as force majeure as that term is defined in this Agreement, in which the City is forced to temporarily divert its personnel and resources away from the annexation area for humanitarian purposes or protection of the general public, the City obligates itself to take all reasonable measures to restore services to the annexation area of the level described in this Agreement as soon as possible. Force Majeure shall include, but not be limited to, acts of God, acts of the public enemy, war, blockages, insurrection, riots, epidemics, landslides, lightning, earthquakes, fires, storms, floods, washouts, droughts, tornadoes, hurricanes, arrest and restraint of government, explosions, collisions and other inability of the City, whether similar to those enumerated or otherwise, which is not within the control of the City. Unavailability or shortage of funds shall not constitute Force Majeure for purposes of this Agreement. Section 8. Legal Construction. If any provision in this Agreement is for any reason found to be unenforceable, to the extent the unenforceability does not destroy the basis of the bargain among the parties, the unenforceable provision will not affect any other provision hereof, and this Agreement will be construed as if the unenforceable provision had never been a part of the Agreement. Whenever context requires, the singular will include the plural and neuter include the masculine or feminine gender, and vice versa. Headings on this Agreement are for reference only and are not intended to restrict or define the text of any section. This Agreement will not be construed more or less favorably between the Parties by reason of authorship or origin of language. Section 9. Amendment and Modifications. This Agreement may be amended or modified only in a written instrument that is executed by both the City and the landowner or landowners after it has been authorized by the City Council. Section 10. Effect of Future Laws. No subsequent change in the law regarding annexation shall affect the enforceability of this Agreement. Section 11. Venue and Applicable Law. Venue for this Agreement shall be in Nueces County, Texas. This Agreement shall be construed under and in accordance with the laws of the State of Texas. Section 12. Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signatory Parties had signed the same document. All counterparts will be construed together and will constitute one and the same instrument. 6 Section 13. Entire Agreement This Agreement contains the entire agreement between the Parties relating to the rights herein granted and the obligations herein assumed and cannot be varied except by written agreement of the Parties. Any oral representation or modification concerning this instrument shall be of no force and effect except for any subsequent modification in writing, signed by the Party to be charged. Section 14. Binding Effect/Authority This agreement binds and inures to the benefit of the Parties and their respective heirs, successors, and permitted assigns. Each party further warrants that each signatory to this agreement is legally authorized to bind the respective individual or entity for the purpose established herein. 7 CITY OF CORPUS CHRISTI LANDOWNER r By: By: P er Zanoni, Nasser Farahnakian, Trustee City Manager Farahnakian Revocable Trust Date: 1.2..,�k ZAl Date: !��� ?�L� 5d,reu S r�,kya,hnA. rL By: Soroush N. Farahnakian, Trustee Farahnakian Revocable Trust Date: Z 3 APPROVED AS TO FORM: 1`� By: — btv,�, Buck Brice Deputy City Attorney For the City Attorney 8 EXHIBIT"A" STATE OF TEXAS COUNTY OF NUECES Field notes of an 87.57 acre tract of[and being out of a 254.07 acre tract of land, said 254.07 acre tract comprising the west 5/8 of the Thomas Gallagher Survey 402, Abstract 988 in Nucces County, Texas, as described in a deed from Cliff investments, Inc., to Nasser Farahnakian recorded under Document No. 2007036276 of the Official Public Records of Nucces County,Texas(the parent 254.07 acre tract). Said 87.57 acre tract of land being more particularly described by metes and bounds as follows: COMMENCING at a 5/8 inch iron rod found at the intersection of the northerly boundary of the parent 254.07 acre tract and the westerly right of way line of Farm to Market Highway 2292,said point bearing S 89" 15' 26" W a distance of 64.78 feet from the northeast corner of the parent 254.07 acre tract, and being the POINT OF COMMENCEMENT; 'THENCE, S 01" 00' 33" E, a distance of 190.32 feet to a 5/8" iron rod found in the westerly right-of-way line of Farm to Market Highway 2292 and northerly right-of-way line of State Highway 44; THENCE, N 50" 10' 1 1" E, a distance of 19.16 feet, to a brass nionuinent found in the westerly right-of- way line of Farm to Market Highway 2292 and northerly right-of-way line of State Highway 44; THENCE, S 01" 02' 01" E, crossing the State Highway 44 right-of-way, in all a distance of 2943.96 feet along the westerly right-of-way line of Farnt to Market Highway 2292 to a 5/8" iron rod found in the westerly right-of-way line of Farm to Market Highway 2292, said point being the southeast corner of a 70.00 acre tract of land described in a special warranty deed from Nasser Farahnakian to Danny Jauer recorded under Document No. 2014012029 of the Deed Records of Nucces County, Texas, for the POINT OF BEGINNING, and the northeast corner of this tract; THENCE, S 01" 02' 01" E, along the westerly right-of-way line of Farm to Market Highway 2292, a distance of 291.53 feet, to a brass monument found in the westerly right-of-way line of Farm to Market Highway 2292, for an interior corner of this tract and the point of curvature of a circular curve to the Iefi; TI IENCE,250.36 feet along the westerly right-of-way line of Farm to Market Highway 2292 and a circular curve to the left, said curve having a radius of 1005.00 feet and a chord with a bearing of S 08" 10' 18" E and length of 249,72 feet,to a brass monument found in the westerly right-of-way line of Farm to Market Highway 2292 for the point of tangency of said curve and an interior corner of this tract; THENCE,, S 15" 09' 20" E, along the westerly right-of-way line of Farm to Market Highway 2292, a distance of 386.28 feet, to a brass monument found in the westerly right-of-way line of Farm to Market Highway 2292, for an interior corner of this tract and the point of curvature of a circular curve to the right; THENCE,225.41 feet along the westerly right-of-way line of Farm to Market Highway 2292 and a circular curve to the right,said curve having a radius of 905.00 feet, and a chord with a bearing of S 08" 1 T 47" E and a length of224.82 feet,to a brass monument found in the westerly right-of-way line of Farm to Market Highway 2292 for the point of tangency of said curve and an interior corner of this tract; Page I of 3 THENCE, S 01" 06' 47" E, along the westerly right-of-way line of farm to Market Highway 2292, a distance of 291.53 feet, to a PK nail set in the centerline of Nueces County Road 36, said point bearing S 890 14' 47" W a distance of 50.37 feet from the southeast corner of the parent 254.07 acre tract, and also being the southeast corner of this tract; THENCE, S 8911 14' 47" W along the centerline of Nueces County Road 36 and the southerly boundary of' the parent 254.07 acre tract,a distance of 2641.32 feet,to a 5/8"iron rod found in the centerline of Nueces County Road 36,said point being the southwest corner of the parent 254.07 acre tract,and also being the southwest corner of this tract; THENCE,N 0°50'04"W a distance of 1462.62 feet along the westerly boundary line of the parent 254.07 acre tract to a 5/8 inch iron rod found in the westerly boundary line of the parent 254.07 acre tract, said point being (lie southwest corner of a 70.00 acre tract of land described in a special warranty deed from Nasser Farahnakian to Danny Jauer as recorded in Document No. 2014012029 of the Deed Records of Nueces County,Texas, and being the northwest corner of this tract; THENCE,N 880 58' 39" E,along the southerly boundary line of the 70,00 acre tract of land described in a special warranty deed from Nasser f aralinakian to Danny Jauer as recorded in Document No.2014012029 of the Deed Records of Nueces County,Texas,a distance of2431.34 feet to the POINT OF BEGINNING, and containing 87.57 acres of land,more or less. Page 2 of 3 Notes: 1.) Bearings are based on Global Positioning System NAD 83 Zone 4205 Datum 2.) A map of equal date accompanies this Metes and Hounds description. I, Fred C. Hayden,Jr.,do hereby certify that this survey of the property legally described herein was made on the ground this f day of 5wn 4era Le v 2023, and is correct to the best of my knowledge and belief. AYpE1s,S. Fred C. Hayden,Jr., RPLS No. 4486 Page 3 of 3 DArL1 081PP123 vcvyc4,yoi)t1,g, Inc. gn DE r A DR. CORPUS CHRISTI. TEXAS 78412 pHr 361-720-7108 I' I 1IL LNULPSIE.NLIL, IN MY 11WIFESSIUNAL OPINIUN,HLIitHY 448U S rA I E S IIIAT *rIS SURVLY PLAI IlLkL[IN I� IkUL AND CORRECT 41, Alin 4� f1Rr ARFO rRnM AN ACT i JAL ON Thr. fiPrjLJNV VIRYI[Y Uum DIRMIL14- ALL 14OWL)KNIS WV�L I LIVID OR SL.1 AS eirErRCMYIf ON THE SIOWY PLAT THAI IALVL FYPL NET EPXk�A('jIj4ENlS AND DDLIAIJARY I:rJNILICrS EXCEPT AS SIIDWN M 11W supwry PLAI (MEAS)NE1915'26"IF 2471,87' P.0.C. WE IdICHMA MCWH Oil IHM 114AVIW.Nd FOR 1W AYD FENCE MI fl cmic(msupbco)f nAT)N89'I5'26"E IT; 2421. ' 'I'D I I co4p,mr S P`I En-NIC1104 S','00, f wl 1.,1 is TR 111 1 la4 A�D S�ALt P.91 BE R1�111) TRACT t 0 u iv,04 FOR wif ntitq Ppkpasr 9 9 TRACI A ACT C TRACI D -1 qASUOtIll 15 StqYVN ARE[Rrx4 THE rROPIATY L104 IU IND B/Ng-I F.D 001-4-1 1Y, gL r��Dhiiwo.AND OFLA EIMER JU LIPNTR IF 114 FLNEF"Im hf)FA$EkrtT RLSCA4LlI 11M BEEN ftRIERM D BY _v nroo ntayroar.,w. t sTATE FIEGAIWA --ru—N—wim,—vZ,7" ALI ;CMIN65 A-40 DISIAII17ES smovq cm nas mmvry mAr,A im mou n ht CIALLING SUVAC4 LIh,15 Aq[M INIII(AlED DrA RICIP111 FLAI AM 5/0'Ell AID 5/a.Rt m rn FIRE �mzvry a w"in-prom WM Mit 1IF414 Wr MIME > 'n > (n wrw.m Ity sunRIIISID1,MINE fI1IPVAC1WLNI%, LA PIS(TRJEPMEEIL��MOIRUSIMS IF ANY.AkL -0 %iinoi iQFrEFF f FREFFIrAly AMIts w OWNER: LUTED STATES 4.__ Ln OF AMERCA �no 29,75 ACRE IRACT OUT OF Fn 106 A 254.07 ACRE TRACT DESCREIED 0 DOC 0200703627f, 1-0 r.n OWWmL JU SISTER CREEK LTD IN _0 EDCEARA LLC OP.R.N.C.T T I 13LDCK I DOC# 2011039M DEATON-BWR SUDWSICIN DOC#202100842 Z; i P61-1 A OwNFR: J,E. c'0NSIR1JC1j()N V To�C SERVICES E quAD AM)&Ar IR FIFES lbol F .01 ACRE TRACT OUT (IF AiO 5/8'R 6.14 ACRE.[RAC T FR DOC #2015 13748 254.07 ACRE TRACT—, I I z To IRACI B OWNER: J.E. CONSTRU�;PUN BOUNDRY DF PARENT DUC#2019023660 r! SERVICES D.P�R.N.CJ. G.17 -4 (PLAT)1110915'�7'r 1.50 ACRE TRACT an Pr L .,AID 5107 IRP 6,54 AC141: TRACI 77�� DOC #20i5DJ3/48 OWNER;DANNY JALJER 70.00 ACRE TRACT (AJT OF ED OWNER: COYOTE MAL CF1 ESTATE HOWN60. LLC A 25,LO7 ACRE TRACT DESCRIBED L01 1, DLOCK 1, COYOTE IN DOC #2.007036270 O.PJI,N.C,T ACRES DCC#2014012029 va. 6,4 ru. i,.YH DOC #20111005185 9. IRACT N OWWR: COYOTE RIFAI ESTATL HMINGS. LLC ()AEAS)N88'58'39'E 2431.34'(TO R.O,w.) P, Lfj 1 2. BLOCK;1, COYO I I, 2481.31'(TO or RoAD) 365 49 ACRE (PLAT�N88-58-WE — VUL, G8 1`101, 158 DOC #2014005185 III Fly m > 4)Y:J. 1RACT F OWNER: TEXAS CITY VENFUllit. LID LOT 1, 44 CANFUICIN 0 SLODIVrIUN VoL. 61 r1o. 658 t DOC #20JA006111 41 700' ,,1,6.ot57 ACRE TRXI OUT OF A M07 ACRE TRACT OFGQR" IN DEC GpitheJ 9 4 .41 d INCI 5/0.1 rL CR 36 2111.11- -A (MEAS)SWWWW 2641.32' JT'X fj I B I T E3 I I I I 'I[I,w(:� ,-SKETCH To ACCOMPANY ME L-JKJ AND HOUN.1")S Dl__�,SCRIPTION SURVEY OF CLARKWOOD ESTATES A 87.57 ACRE TRACT OUT OF A 254.07 ACRE TRACT DESCRIBED IN DOC# 2007036276 o.P.R,.N-.c.q,. uvden DATE. 081221P3 r 0 r T oMTV�F•��l�s+ -_ urveving, Inc. 90:J STI, Ink. C[7RF'115 CtiS;1STI. Exas 79412 �1 C�GU CI�IRI'��.il,lilt, Ptl 'sGt-JAR-71RR 1, llli' LXIDCPUCINLV, IN IY PNCIT C3';IIIDIM- TIFILRriH,YiF:RF.VY �U+111IHI+I u1H H •q N.,11 L4 THAT Airs SLJAVLY PLAI III.uLUN 15 1R111' aN0 C0RKI'l A 4488 AN ry UFR ANY F➢IREC IIDNE All MERJU ICNIIS LVCF.'LI f flub 1 N R SS CI AS , t '0�essib°1 F'CLFLCCTEV DN NIE SURVEY f•L.AL ❑MI HIM'K M:E N(I I'NP.NACI WEPIIs AND 9CIIlNVAMY CITPOLIM IMCEPT AS SHUVN UN TIIE SURVEY PLA1. l{IC RM[MSITI'IS%I<IWN n,Ills DRAWING Mt r1;R 1„F UST f4" 'I'll ANLI Ill ME DpNPA'11r5 IN rrpa?LII'__,n YIN{nnI IkIJISAL 11rRJ AIO Sl+N,L IAIT 9C RCI FCR i-NIvl IR Any prick MPUSC. PTA;I.Q174 MIS SIfJYIt Aq 1-RU4!'IC P10-101 11Ni. inIFL TpJlp Al llSf.NIP FRLW CM, in CIAGMLk Ill IIN rR1G,RA11CY1 Np IAS C PLMT FCSTAPVI PAS krEN PLRIIWKD MY PAYDLN LINVC ZING,IMG AAl DCA915 h5 Ai AJSINICCS%icuR rRl I,IIS SIlkYC'I. Al"1111 RL COD PLAT- AIALLIND SCIFACR,UK' AFL AS IIIDICA1Ep ITI RL.CMR3 PLA1,. W T"RV(Y•14WR IITFCIIf WAS XAMC III'pN IIIC rlMILNL INDEX XY SLA+CRYTSiral,YISIEIC rAYR",.rNIS. CASp.N{II1 S,RISERLPAMC II:S,1'F[11kVSIiP1T Ir All Y,Aki SMIINI WK. NI[F'RiM'CR,.I/.YA'unui\�/A W} CG 'fi SI. 7,1_f}p',Sjs3LfirikY--- /' JlN1ARG / I/' (MEAS)N88'58'39"E 2431.34'(T0 R.O.W,) � la,, o ND 5 R"IR (PLAT)N88'58'41"E 2481.31'(T0 OF ROAD) 3.65 _ -n9,75 _ I -•-} FLAT) p f11 r- 50'02'O1"E — fAv r 291.53' o -i ao�� IL� cl;� as a Ld q�+�' fNpl naI S I i IV pa9hi +0�� R-1005.90' Ya"VMENT 1 C?N� �hy ✓ $g (#�IEAS)L+•250�6 fh I+i t ti Y a.a.u.92 W w y fND DRAS9 CN LA r .39 ` NUN ull N-�PLh S (FLEAS)"C- f1D.3 b�57'E .-----. s7.�7 ACRE TRACT our of 515W'2 386.26 f°(A7jN>,75 1� 254.07 ACRE TRACT MSCRort) -a F?7.,m. 5J'w ,��� IN C10C 1�2fl07t�3627G TND AS9 � N' g D.P.R.N.C.T TMaT R~• 05.00' MONUMENT ", +' • (PIhT)I.>r225.53 10,6? N CL n224.82 fFNr BRA54 . m OJ '` 7M UOT dv Armuli1ENT 50 1 •.I (PI'D8'4NT) o 7"E-----•-r w w _ 29153' E(PLA7)58 T 9'14'� PND 5 8"11 57,'S' CPI CASk MENTm..._.. � rM�� - 50.3T dow (PLAT)589'14'47"W t. CR 36 2640,95' SET'PK NAIL' (MEAS)589'14'47"W 2641.32' f�X1-IIL ICI' F3 - ? SURVEY OF CLARKWOOD ESTATES A 87.57 ACRE TRACT OUT OF A 254.07 ACRE TRACT DESCRIBED - — IN DOC#-_200703627C O.-I'.R,N,C:T.__ 1)1+111'. OR 2 -P-3 SCALE.: V -- 500' EXHIBIT D EXHIBIT "A" STATE OF TEXAS COUNTY OF NUECES Field notes of an 84.710 acre tract of land being out of a 254.07 acre tract of land, said 254.07 acre tract comprising the west 5/8 of the Thomas Gallagher Survey 402,Abstract 988 in Nueces County, Texas, as described in a deed from Cliff Investments, Inc., to Nasser Farahnakian recorded under Document No. 2007036276 of the Official Public Records of Nueces County,Texas(the parent 254.07 acre tract). Said 84.710 acre tract of land being more particularly described by metes and bounds as follows: COMMENCING at a 5/8 inch iron rod found at the intersection of the northerly boundary of the parent 254.07 acre tract and the westerly right of way line of Farm to Market Highway 2292, said point bearing S 890 15' 26" W a distance of 64.78 feet from the northeast corner of the parent 254.07 acre tract, and being the POINT OF COMMENCEMENT; THENCE,S 010 00' 33"E,a distance of 190.32 feet along the westerly right-of-way line of Farm to Market 2292 to a 5/8" iron rod found in the westerly right-of-way line of Farm to Market Highway 2292 and northerly right-of-way line of State Highway 44; THENCE,N 500 10' 11" E, a distance of 19.07 feet,to a brass monument found in the westerly right-of- way line of Farm to Market Highway 2292 and northerly right-of-way line of State Highway 44; THENCE, S 010 01' 25" E, crossing the State Highway 44 right-of-way, in all a distance of 1404.79 feet along the westerly right-of-way line of Farm to Market Highway 2292 to a 5/8" iron rod found in the westerly right-of-way line of Farm to Market Highway 2292, said point being the northeast corner of a 70.00 acre tract of land described in a special warranty deed from Nasser Farahnakian to Danny Jauer recorded under Document No. 2014012029 of the Deed Records of Nueces County,Texas; THENCE, S 010 02' 39" E, a distance of 1360.85 feet along the westerly right-of-way line of Farm to Market Highway 2292, to a 5/8" iron rod found in the westerly right-of-way line of Farm to Market Highway 2292, said point being the southeast corner of a 70.00 acre tract of land described in a special warranty deed from Nasser Farahnakian to Danny Jauer recorded under Document No. 2014012029 of the Deed Records of Nueces County,Texas,for the POINT OF BEGINNING, and the northeast corner of this tract; THENCE, S 010 02' 01" E, along the westerly right-of-way line of Farm to Market Highway 2292, a distance of 291.45 feet, to a brass monument found in the westerly right-of-way line of Farm to Market Highway 2292,for an interior corner of this tract and the point of curvature of a circular curve to the left; THENCE,250.25 feet along the westerly right-of-way line of Farm to Market Highway 2292 and a circular curve to the left, said curve having a radius of 1005.00 feet and a chord with a bearing of S 080 10' 12"E and length of 249.61 feet,to a brass monument found in the westerly right-of-way line of Farm to Market Highway 2292 for the point of tangency of said curve and an interior corner of this tract; THENCE, S 150 09' 20" E, along the westerly right-of-way line of Farm to Market Highway 2292, a distance of 386.27 feet, to a brass monument found in the westerly right-of-way line of Farm to Market Highway 2292,for an interior corner of this tract and the point of curvature of a circular curve to the right; Page 1 of 3 THENCE,225.41 feet along the westerly right-of-way line of Farm to Market Highway 2292 and a circular curve to the right, said curve having a radius of 905.00 feet,and a chord with a bearing of S 080 17' 47"E and a length of 224.82 feet,to a brass monument found in the westerly right-of-way line of Farm to Market Highway 2292 for the point of tangency of said curve and an interior corner of this tract; THENCE, S O10 06' 47" E, along the westerly right-of-way line of Farm to Market Highway 2292, a distance of 337.76 feet, to a PK nail set in the centerline of Nueces County Road 36, said point bearing S 890 14' 32" W a distance of 50.37 feet from the southeast corner of the parent 254.07 acre tract, and also being the southeast corner of this tract; THENCE, S 890 14' 32"W along the centerline of Nueces County Road 36 and the southerly boundary of the parent 254.07 acre tract,a distance of 2590.95 feet,to a 5/8"iron rod found in the centerline of Nueces County Road 36,said point being the southwest corner of the parent 254.07 acre tract,and also being the southwest corner of this tract; THENCE,N 00 50' 04"W a distance of 1462.62 feet along the westerly boundary line of the parent 254.07 acre tract to a 5/8 inch iron rod found in the westerly boundary line of the parent 254.07 acre tract,said point being the southwest corner of a 70.00 acre tract of land described in a special warranty deed from Nasser Farahnakian to Danny Jauer as recorded in Document No. 2014012029 of the Deed Records of Nueces County,Texas, and being the northwest corner of this tract; THENCE,N 880 58' 39"E,along the southerly boundary line of the 70.00 acre tract of land described in a special warranty deed from Nasser Farahnakian to Danny Jauer as recorded in Document No.2014012029 of the Deed Records of Nueces County,Texas,a distance of 2431.67 feet to the POINT OF BEGINNING, and containing 84.710 acres of land,more or less. Page 2 of 3 Notes: 1.) Bearings are based on Global Positioning System NAD 83 Zone 4205 Datum 2.) A map of equal date accompanies this Metes and Bounds description. I, hied C. Hayden,Jr., do hereby certify that this survey of the property legally described herein was made on the ground this day of S,z f,-��,,,,�, r 2023, and is correct to the best of my knowledge and belief. ,tG OF r. I;RED C•.ttAYt7Ea�i,Sk• , 4485 y Fred C. Hayden, Jr., RPI S No. 4486 Page 3 of 3 EXHIBIT E-1 ayd,- DATEI 09/28/23 76. urVeytng,Inc. v�t,•�tsT�n '9 905 DELTA DR. CORPUS CHRISTI, TEXAS 78412 � p] __NI _ :•, PHI 361-728-7188 I,THE UNDERSIGNED,IN MY PROFESSIONAL OPINION,HEREBY STATES THAT THIS SURVEY PLAT HEREON IS TRUE AND CORRECT 4486 AND WAS PREPARED FROM AN ACTUAL ON THE GROUND SURVEY UNDER MY DIRECTION,ALL MONUMENTS WERE FOUND OR SET ASREFLECTED ON HE ENCROACHMENTSTANDSBOUN BOUNDARY VEYACONFLICTS,THATHERE EXCEPTEASOSHOWN ON THE SURVEY PLAT. V (MEAS)N89'15'26"E 2471.87 P.O.C. THE DIMENSIONS SHOWN ON THIS➢RAWING ARE FOR THE FND FENCE POSE PLAT N89'15'26"E 2471.83' USE OF TITLE AND MORTGAGE COMPANIES IN CONNECTION IN CONC(DISNRBm) ( ) • 51'00'33'E WITH THIS TRANSACTION AND SHALL NOT HE RELIED •� • • UPON FOR ANY OTHER PURPOSE. TRACT B TRACT E 1so.3z' TRACT A TRACT C TRACT D tN95 97MEASUREMENTS SHOWN ARE FROM THE PROPERTY LINE TO ND 5 H'IRFND T%DOT MNM FND 5 IR 090'7 THE FAUN➢ATION,AND FROM CORNER TO CORNER OF THE 19 07' FOUN➢ATION. 3 NO EASEMENT RESEARCH HAS BEEN PERFORMED BY STATE HIGHWAY 44 HAY➢EN SURVEYING,INC. D D• R.O.W.WIDTH VARIES v ALL HEARINGS AND➢ISTANCES SHOWN ON THIS SURVEY MD 5/8'IF MATCH THE RECORD PLAT. ND 5/8'IF FND 5 IR a HUIL➢ING SETBACK LINES ARE AS IN➢ICATE➢ON RECOR➢PLAT. m OJ •O II D Cn L O_ o� THE SURVEYER SHOWN HEREON WAS RACE UPON CHM THE TS GROUND I N az UN➢FR MY SUPERVISION,V15IBLE ENCROgCHMCNYS, OWNER JB SOO CREEK LTD OWNER UNITED STATES TRACT F m iK EASEMENTS,DISCREPANCIES,PROTRUSIONS.IF A4Y,ARE 8 CEARA LLC OF AMERICA 00 SHOWN HEREON,THE PROPERTY ABUTS A PUB w. LOT 1 BLOCK 1 29.75 ACRE TRACT OUT OF m • DEATON-BAKER SUBDIVISION A 25407 ACRE TRACT DESCRIBED ^' [• G{.•� N DOC9 2021049842 N DOC#2007036276 ,r (J1 I O.PRNC.T >0 N04466 DOC#2MI038666 `L a •; �� I I� 1560.11'TO ff OF ROAD N MD 5/8'IR (PLAT)NB455'51'E MD 5/E'IF 1509.69'TO R.O. N W I • u (MEAS)N 15'51'E 3 w m N uN 916.17' p • TRACT A OWNER: J.E. CONSTRUCTION rN0 5/8'IR (PLAT)N89'15 > '37"E E m SERVICES I 916.53 MD 5/8'IR O 5.04 ACRE TRACT OUT OF (MEAS)N89'15'24"E u I 6.54 ACRE TRACT L4 DOC #2015013748 OWNER DANlY JAUER m v• 70.00 ACRE TRACT OUT OF TRACT B OWNER: J.E. A 25407 ACRE TRACT DESCRIBED CONSTRUCTION SERVICES SDI N N DOC M2007036276 1.50 ACRE TRACT OUT OF oz oz O.P.R.NC.T w DOC#2014012029 6.54 ACRE TRACT n�o wo mo u,N O • DOC #2015013748 teOD n? o U I TRACT C OWNER: COYOTE REAL ESTATE HOLDINGS, LLC 2431.67'(TO R.O.W.) P•O LOT 1, BLOCK 1, COYOTE (MEAS)N88'58'39"E ACRES MD 5/8'IF (PLAT)N88'58'41"E 2481.31'(TO CL OF ROAD) 73.65 49.75 VOL. 68 PG. 158 MD 5/B'IF DOC #2014005185 (MEAS) 2 S01'02'01"E TRACT D OWNER: COYOTE REAL mD> 291.45 49.73 • ESTATE HOLDINGS, LLC z z• 9g R=1005.00' u ND uD)ir (71 LOT 2, BLOCK 1, COYOTE 00 9g• g'L (MEAS)L=250.25 J ACRES No No C 1g (PLAT)L=251.39 O VOL. 68 PG. 158 o CB=SOB'10'12"E J DOC #2014005185 w u CL=249.61 rND GRAM A " �'1"T (PLA1�5151951 TRACT E OWNER: TEXAS CITY (MEAS) 19.s6 VENTURE, LTD 84710 ACRE TRACT OUf OF Si5ro9'20"E (PL1 +>s7s'sr LOT 1, 44 CAMERON 90 d A 25407 ACRE TRACT DESCRIBED 386.27' 12�+e' W E Q` `8 N DOC#2007036276 SUBDIVISION N w �9 pp y M�K8pRpAiS9 VOL. 67 PG. 658 J • ,g4i 1 O.P.R.NC.T R=905.00 NO ERMT 9" AND DOCM 2019023660 DOC #2014006441 OP.R.NC.T (MEAS)L=225.41 (PLAT)L=225.53 b�" ml CB=S08'17'47"E rN�DK 8pRAS5 �"• TRACT F OWNER: AG REALTY CL=224.82' MALV.TT ••• ASSETS, LLC ry�' • LOT 1, BLOCK 1 (MEAS) SUNRISE BUSINESS PARK S01'O6'47"E 337.76' VOL. 66 PG. 184 67.5'LPL�MmoEASEMENT DOC #2007030848 • �„ • • • -'PK NAIL' 5891432"W MD 5/8'IR PLAT S89'1447 W Q CR 36 2640.95' (TO Z OF ROAD) 50.37' (MEAS)S89'14'32"W 2590.95' (TO R.O.W.) SCALE: 1"=700' EXHIBIT B - 1 SKETCH TO ACCOMPANY METES AND BOUNDS DESCRIPTION SURVEY OF CLARKWOOD ESTATES A 84.710 ACRE TRACT OUT OF A 254.07 ACRE TRACT DESCRIBED IN DOC # 2007036276 O.P.R.N.C.T. EXHIBIT E-2 ayden DATE1 09/28/23 urveying' �4`'''vISTEIp` S7 905 DELTA OR, Gj.-�•L A •Fy•: , CORPUS CHRISTI,TEXAS 78412 �fNYy PHA 361-761-728-7188 •'`' I,THE UNDERSIGNED,IN MY PROFESSIONAL OPINION,HEREBY ['„•HA1'f]Ei�4..ik, STATES THAT THIS SURVEY PLAT HEREON IS TRUE AND CORRECT ............ •- AND WAS PREPARED FROM AN ACTUAL ON THE GROUND SURVEY 4448b UNDER MY DIRECTION,ALL MONUMENTS WERE FOUND OR SET AS ••.F3_., ��qb,•� REFLECTED ON THE SURVEY PLAT THAT THERE ARE NO f=,•••+�B$51••.••.ti ENCROACHMENTS AN BOUNDARY CONFLICTS EXCEPT AS SHOWN ON THE SURVEY PLAT. f���: V�,�' THE DIMENSIONS SHOWN ON THIS BRAVING ARE FOR THE USE OF TITLE AND MORTGAGE COMPANIES IN CONNECTION WITH THIS TRANSACTION AND SHALL NOT BE RELIED UPON FOR ANY OTHER PURPOSE. MEASUREMENTS SHOWN ARE FROM THE PROPERTY LINE TO THE FOUNDATION,AND FROM CORNER TO CORNER OF THE FOUNDATION. NO EASEMENT RESEARCH HAS BEEN PERFORMED BY HAYDEN SURVEYING,INC. ALL BEARINGS AND DISTANCES SHOWN ON THIS SURVEY MATCH THE RECORD PLAT. BUILDING SETBACK LINES ARE AS INDICATED ON RECORD PLAT. TEE SLFVE".-.iEWN HEREON WA$MACE UPON THE GREUN➢ UNDER NY SUPERVISIN.VISIBLE ENCROACHMENTS, EASEMENTS,➢ISCREPANCIES,PRETRUSID4S IF ANY,ARE SHOVN HEREDN THE PRCPERTY gByTS q PUBLIC �PRUFESS11IN4L.' / N➢,44B6 �Y 2 9 (MEAS)N88-58'39"E 2431.67'(TO R.O.W.) P O FND 51W IR (PLAT)N88-58'41"E 2481.31'(TO OF ROAD) 73,65 49.75 FND 5/8•IR (MEAS) S01'02'01"E m r- 291.45' 49,73 In z• R=1005.00' MONNUMRE T 0 0l gg°' g1 (MEAS L=250.25 J LA o a z W `b$ L0�$ (PLAT)L=251.39 O Cyl o ro CB=SO8'1O'12"E J •P u! _¢ CL=249.61' FND BRASS x MOONUBAE T • 51579'57•E 0 3 (MEAS) �Pu19.36' 87.57 ACRE TRACT OUT OF S15'09'20"E (PLADN7925.57• 00 I W A 254.07 ACRE TRACT DESCRIBED 386.27 .0 727.4s' W '9 Z1 IN DOC #2007036276 FND BRASS 5 O.P.R.N.C.T R=905.00' M C DMTT AND DOC# 2019023660 AS)L=225.41 ti O.P.R.N.C.T Pp AT)L=225.53 �. CB=SO8'17'47"E FNRAss p N N CL=224.82' M Due T m N m (MEAS) S01'06'47"E o 337.76' o r 67,5' CPL EASEMENT (PLAT • • • T C� • • ;:T• NAIL S89'14'3 "W FND s/B•IR (PLAT)S89'14'47'W 2640.95' (TO OF ROAD) 50.33 (MEAS)S89'14'32"W 2590.95' (TO R.O.W.) EXHIBIT B - 2 SURVEY OF CLARKWOOD ESTATES A 84.710 ACRE TRACT OUT OF A 254.07 ACRE TRACT DESCRIBED IN DOC ## 2007036276 O.P.R.N.C.T. SCALE: 1"-500' EXHIBIT"F" STATE OF TEXAS COUNTY OF NUECES Field notes of a 1.254 acre tract of existing Nueces County Road 36 right-of-way and paved roadway width, said tract being more particularly described by metes and bounds as follows: COMMENCING at a brass monument found in the westerly right of way line of Farm to Market Highway 2292, said point being the point of tangency of a circular curve to the right, said curve having a radius of 905.00 feet and a chord with a bearing of S 08' 17' 47"E and a length of 224.82 feet, said point also being the POINT OF COMMENCEMENT for this survey; THENCE,S 010 06'47"E,a distance of 337.77 feet along the westerly right-of-way line of Farm to Market 2292 to a PK nail set at the intersection of the westerly right of way line of Farm to Market Highway 2292 and the centerline of Nueces County Road 36, said point also being the POINT OF BEGINNING of this survey and the northeast corner of this tract; THENCE, S 010 06' 47" E, a distance of 25.00 feet, to a point at the intersection of the westerly right of way line of Farm to Market Highway 2292 and the southerly right of way line of Nueces County Road 36, said point also being the northeast corner of a 9.23 acre tract described in a special warranty deed from Scott L. Anderson, Karan A. Martin, Craig F. Anderson, Neal B. Anderson, and Kevin W. Anderson to Anderson Land, Ltd., as recorded under Document No. 2013002088 of the Deed Records of Nueces County,Texas, and the southeast corner of this tract; THENCE, S 890 14' 32"W along the southerly right-of-way line of Nueces County Road 36 a distance of 1576.37 feet,to a corner in the southerly right-of-way line of Nueces County Road 36,for an interior corner of this tract; THENCE,N 000 45' 28"W along the southerly right-of-way line of Nueces County Road 36 a distance of 10.00 feet,to a corner in the southerly right-of-way line of Nueces County Road 36, for an interior corner of this tract; THENCE, S 890 14' 32"W along the southerly right-of-way line of Nueces County Road 36 a distance of 1014.71 feet, to a point in the southerly right-of-way line of Nueces County Road 36, for the southwest corner of this tract; THENCE,N 00 50' 04"W a distance of 15.00 feet to a 5/8 inch iron rod found in the centerline of Nueces County Road 36, said point being the southwest corner of a 87.57 acre tract of land being out of a 254.07 acre tract of land, said 254.07 acre tract comprising the west 5/8 of the Thomas Gallagher Survey 402, Abstract 988 in Nueces County, Texas, as described in a deed from Cliff Investments, Inc., to Nasser Farahnakian recorded under Document No.2007036276 of the Official Public Records of Nueces County, Texas,and being the northwest corner of this tract; THENCE,N 890 14' 32" E,along the southerly boundary line of the 87.57 acre tract of land being out of a 254.07 acre tract of land, said 254.07 acre tract comprising the west 5/8 of the Thomas Gallagher Survey 402,Abstract 988 in Nueces County,Texas, as described in a deed from Cliff Investments,Inc.,to Nasser Farahnakian recorded under Document No.2007036276 of the Official Public Records of Nueces County, Texas, a distance of 2590.95 feet to the POINT OF BEGINNING, and containing 1.254 acres of land, more or less. Page I of 2 Notes: 1.) Bearings are based on Global Positioning System NAD 83 Zone 4205 Datum 2.) A map of equal date accompanies this Metes and Bounds description. I, hied C. Hayden,Jr., do hereby certify that this survey of the property legally described herein was made on the ground this day of S,z f,-��,,,,�, r 2023, and is correct to the best of my knowledge and belief. ,tG OF r. I;RED C•.ttAYt7Ea�i,Sk• , 4485 y Fred C. Hayden, Jr., RPI S No. 4486 Page 2 of 2 EXHIBIT G ayden DATEt 03/19/24 urveying,Inc. - F T( � S "aft 905 DELTA DR, �,-fit A •FF CORPUS CHRISTI TEXAS 78412 fNty PH- 361-728-7188 I,THE UNDERSIGNED,IN MY PROFESSIONAL OPINION,HEREBY Via'FRCU C.�HAYTEM.._.$.- STATES THAT THIS SURVEY PLAT HEREON IS TRUE AND CORRECT ••• AND WAS PREPARED FROM AN ACTUAL ON THE GROUND SURVEY 4486 UNDER MY DIRECTION,ALL MONUMENTS WERE FOUND OR SET ASREFLECTED ENCROACHMENTSTANDON HESBOUN ARY URVEYACONFLICTS-THATHERE EXCEPTEASOSHOWN ON THE SURVEY PLAT. ��(] � VJ� THE DIMENSIONS SHOWN ON THIS DRAWING ARE FOR THE USE OF TITLE AND MORTGAGE COMPANIES IN CONNECTION WITH THIS TRANSACTION AND SHALL NOT BE RELIED UPON FOR ANY OTHER PURPOSE. MEASUREMENTS SHOWN ARE FROM THE PROPERTY LINE TO THE FOUNDATION,AND FROM CORNER TO CORNER OF THE FOUNDATION. NO EASEMENT RESEARCH HAS BEEN PERFORMED BY HAYDEN SURVEYING,INC. ALL BEARINGS AND DISTANCES SHOWN ON THIS SURVEY MATCH THE RECORD PLAT. BUILDING SETBACK LINES ARE AS INDICATED ON RECORD PLAT. TEE!SURVEY SHOWN HEREON WAS NACE IPaE THE GPTUNE UNDER NY SUPERVISION,VISIBLE ENCROACHMENTS, CASEMCNTS,DISCREPANCIES,PROTRUSIONS,IF ANY,ARE SHOWN HEREON.THE PROPERTY A3 TS A PUBLIC � IO `TiEGISY ROFESS`i01PAL LAND— N➢.448d FNTDX BRASS p.� OWNER:FARAHNAKIAN NASSER & R=905.00' MONUMENT O SOROUSH N, TRSTEES (MEAS)L=225.41 N mm 87.47 ACRE TRACT OUT OF (PLAT)L=225.53 p N A 254.07 ACRE TRACT DESCRIBED CB=SO8'17'47"E FND BRTLID z IN DOC #2O07036276 CL=224.82' TX VE zN o O.P.R.N.C.T MONu ENT Vi AND DOCB 2019023660 (MEAS) P.O.C. o O.P.R.N.C.T S01'O6'47"E 0 337.77' (MEAS) -P P.O.B. NJ' 50'04"W CR 36 2590.95' TO R.O.W. SET•PK NAIL• (MEAS) 15.00' FND s/8•IR (MEAS)N8914'32"E �� ( so1'06'47•E (MEAS)„ 25.00' S89'14'32 W (MEAS)•W(ME ACRES 1576.37' (TO R.O.W.) 1014.71' C1R R 36 R.O.W.RN0045'28 10.00' &PAVED ROADWAY Vil DT OWNER:DAVD HOLSCHUR OWNER:MUFF SAN JUAN OWNER:NUECES COUNTY OWNER:MAERSON LAND LTD 5498 ACRE TRACT OUT OF IRREVOCABLE AD ION NO.3 RUAO ACRE TRACT OUT OF 9.23 ACRE TRACT OUT OF SNARES 4&5 OF THE TRUST 55DO ACRE TRACT V.12.PG.34 TRACT 14 OF THE TRACT 14 OF THE KOCUEK ASSESSORS MAP DESCRIBED OUT OF SHARES 4&5 KOCURDC PARTITION PARTITION DESCRIBED N DOC N2003O11303 OF THE ASSESSORS IN DOC N2013002088 OP.RN.C.T MAP DESCRIBED OP.RN.C.T N DOC N2003011303 O.PBN.C.T EXHIBIT G 1.254 ACRES OF NUECES COUNTY ROAD 36 RIGHT OF WAY DATE: 03/19/2024 SCALE: 1"=500' -5 J. Perales &Associates, PLLC dba r' J. J. Perales Civil Engineering and Planning Services Ky T.B.P.E. Firm # F-14207 li 1) i August 28, 2023 City of Corpus Christi Planning Department ���� � I P. O. Box 9277 Corpus Christi, Texas 78469 � p ��. Attention: Mr. Daniel McGinn, Director Subject: Petition for Voluntary Annexation by the Farahnakian Revocable Trust �, ;►� For 87.57 acres out of the Thomas Gallagher Survey 402, Abstract 988 Dear Mr. McGinn: to, 1 1 The subject tract of land is generally located at the northwest corner of the intersection of F.M. Highway 2292 and Nueces County Road 36. It is currently outside of but immediately adjoining the existing City of Corpus Christi city limits along F.M. Highway 2292 and along County Road 36. The property falls within the boundaries of the J Port/Airport/Violet Area Development Plan. 'Al.fj� j This correspondence is intended to serve as a formal letter of petition for voluntary annexation of the subject property by the City of Corpus Christi, as provided for under � j ` Section 43.0671 of Subchapter C-3 of Chapter 43 of the Texas Local Government Code. 04'_` As stated above, the property is immediately adjacent to the existing city limits of the City of Corpus Christi and meets all other ptatutory requirements for annexation. ►,' "' Additional statements requested in Exhibit B of the City of Corpus Christi Annexation ;li' ►' Guidelines are included below. Reason for request: The reason for this request is to secure full City of Corpus Christi municipal services for �. , the proposed use of the property. ., Current property land use: k'� This tract of land is currently vacant and uped for agricultural purposes. r; i", Location of existing buildings and structures: The property is currently vacant of any habitable buildings or structures and is used for ►. agricultural purposes only. No one currently resides on:the property. I!.1 �: 5866 S.Staples St.,Ste. 315,Corpus Christi,Texas 78413 �``', Phone:(361)728-7188 Email:jperales@jperalesengineering.com Proximity to existinq public utilities and infrastructure: City of Corpus Christi municipal water service is available via existing water distribution system improvements along F.M. Highway 2292 and County Road 36 immediately adjacent to the property. City of Corpus Christi municipal wastewater service is available via existing wastewater collection system improvements along F.M. Highway 2292 immediately adjacent to the property. Access to master stormwater drainageways is available to the southeast of the property. External street connectivity is available to the proposed development via F.M. Highway 2292 to the east and County Road 36 to the south. Specific retail energy and telecom service providers for the proposed development have not been established. Services are available in the area. Solid waste services would be provided by the City of Corpus Christi upon annexation. Description of proposed development and anticipated completion schedule: The proposed use of the property is entirely detached single family residential. The phasing plan for the proposed development includes 5 phases as shown on the attached phasing plan. Estimated time of completion for each phase is 18 to 24 months, depending on housing market demand. Proposed zoning and development density: Requested zoning under the City of Corpus Christi Unified Development Code will be RS-4.5, Single Family Residential with minimum lot size of 4500 square feet. Based on preliminary plans, net yield unit density will be approximately 6 lots per acre. General arrangement of existinq and proposed land uses: A preliminary lot/street layout is attached to this letter. Preliminary drainage plan: A preliminary stormwater management/drainage plan is attached to this letter. Development phasing: A preliminary development phasing plan with proposed land use data is attached to this letter. Estimates of property values: Current estimates of developed lot property values, including improvements, is approximately $250,000 per lot. J. Perales Civil Engineering and Planning Services Page 2 of 4 Proposed street plan: A preliminary lot/street layout is attached to this letter. Current or proposed utility purveyors.- Water and wastewater utilities will be provided by the City of Corpus Christi. Solid waste services will be provided by the City of Corpus Christi. Specific retail energy and telecom service providers for the proposed development have not been established. Services are available in the area. Other attachments to this petition letter include a signed and sealed metes and bounds description of the property and corresponding exhibit maps, and current Nueces County Appraisal District information related to the property. By their signatures below, the authorized representatives of the Farahnakian Revocable Trust affirm the statements included and actions requested above. Please do not hesitate to contact me should you have any questions or require additional information. Sincerely, ,0: , Juan Perales, Jr., P.E. J. Perales and Associates, PLLC dba J. Perales Civil Engineering & Planning Services Attachments: Preliminary lot/street layout Preliminary development phasing plan Preliminary drainage plan Metes & bounds description Boundary maps Nueces County Appraisal District property summary J. Perales Civil Engineering and Planning Services Page 3 of 4 Farahnakian Revocable Trust 4 if By: Pau 201 lZ d 2 Nasse F rahna '6 r Da e STATE OF TEXAS COUNTY OF NUECES This document was acknowledged before me on 0 by Nasser Farahnakian, as Trustee of the Farahnakian kevoo6ble Trust. Malisca Lars x My Comml�elon Expires � 1/15/2027 �j Notary ID131864O43 IRV Notary Public, State of Texas By: �aA/ -k 2Q 2 oCL Soroush N. Farahnakian, Trustee ate STATE OF TEXAS COUNTY OF NUECES This document was acknowledged before me on A S�- 9, 020C9.3 by Soroush N. Farahnakian, as Trustee of the Farahnakian ocable Trus Commission Lara My Commladon Expires 1/1612027 Notary ID131854643 Q �� No ublic, State of Texas J.Perales Civil Engineering and Planning Services Page 4 of 4 ZONING REPORT Case # 0224-01 Applicant & Subject Property District: 3 (Upon Annexation) Owner: Nasser and Soroush Farahnakian Applicant: MVR Construction Company, Inc. Address: 801 South Clarkwood Road (Farm-to-Market 2292 Road), located along the north side of CR-36 (County Road 36), the west side of South Clarkwood Road (Farm to Market 2292 Road), south of SH-44 (State Highway 44), and approximately 2 miles west of Corpus Christi International Airport. Legal Description: 87.57 acres out of the west 5/8 of the Thomas Gallagher Survey 402, Abstract 988. Acreage of Subject Property: 84.7 acres. Refer to attachment (A) Metes & Bounds. Pre-Submission Meeting: August, 3 2023 Zoning Request From: "FR" Farm Rural District (To be established upon annexation) To: "RS-4.5" Single-Family 4.5 District Purpose of Request: To allow for a single-family residential subdivision. Land Development & Surrounding Land Uses Zoning District Existing Land Use Future Land Use Site "FR" Farm Rural District Agricultural None; (Upon Annexation) OCL (Outside City Limits) North None; Agricultural None; OCL (Outside City Limits) OCL (Outside City Limits) ROW( CR-36), Transportation (CR- 36), "RS-6" Single-Family 6, Agricultural, Agricultural/Rural South OCL (Outside City Limits) Park, Enterprise, Low-Density Residential Medium-Density Residential, OCL ROW Transportation "RV" Recreational Vehicle, (S. Clarkwood (FM-2292)), (S. Clarkwood (FM-2292)), East "R-MH" Manufactured Vacant, Flood Plain Conservation, Home, Manufactured Home, High-Density Residential, "RS-6" Single-Family 6 Agricultural, Drainage Corridor Drainage Corridor West None; Agricultural None; OCL (Outside City Limits) OCL (Outside City Limits) Plat Status: The subject property is not platted. The rezoning, to follow the annexation of subject parcel into the city's corporate limit, must precede its subdivision. Military Compatibility Area Overlay District (MCAOD, Effective August 22, 2022): The subject property is not within a MCAOD District. It is within two miles of CCIA (City of Corpus Christi International Airport); however, outside any AICUZ (Air Installations Compatible Use Zones). Code Violations: None. Transportation and Circulation South Designation Section Proposed Section Existing Clarkwood "AY, (FM (Farm-to- Primary Arterial, 6 Lanes, 2 Lanes, Market) 2292) Divided, Including Median, Divided, Road Scenic Corridor, 130 feet 85 feet (TX-DOT Owned) Designation Section Proposed Section Existing "A2„ CR-36 (County Secondary Arterial, 4 Lanes, Road 36) Divided, Including Median, 1 Lane, 30 Feet (Nueces County 100 Feet Owned) Transit: Corpus Christi Regional Transportation Authority (CCRTA) does not provide any service near the subject property. Per CCRTA's technical review of the attached subdivision request, the subject property is not located along any foreseeably planned service routes; however, the scale of the development may warrant future transit services and service connection opportunities. Utilities Gas: A (1) 4-inch WS line exists along the east side of South Clarkwood (Farm-to-Market 2292) Road, (2) HP 16-inchh WS line runs along the western boundary of the subject parcel, (3) 30-inch natural gas pipeline owned by Texas Eastern Transmission, LP, runs diagonally, in a lateral direction, and (4) 4.5-inch natural gas pipeline owned by Enerfin Field Services LLC parallel to the subject parcel's western boundary. Stormwater: Provision is required per the Technical Review Committee's review of the plat. Wastewater: Adequate provision is required per the Technical Review Committee's review of the plat. A 10-inch VCP line exists along the west side of South Clarkwood (Farm-to-Market 2292) Road. Water: Adequate provision is required per the Technical Review Committee's review of the plat. A (1) 12-inch ACP lines exists partially along the west side of South Clarkwood Road (Farm-to-Market 2292) Road to its east side, (2) 6-inch ACP line exists along the south side of CR-36 (County Road 36), and (3) 54-inch CSCP line exists runs parallel to the subject property's western boundary line. 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 outside any area-specific development plan. Water Master Plan: None has been proposed. Wastewater Master Plan: None has been proposed. Stormwater Master Plan: No improvement has been proposed. Public Notification Number of Notices Mailed 22 within a 200-foot notification area 1 outside 200-foot notification area In Opposition 2 inside the notification area 0 outside the notification area 1.35% in opposition within the 200-foot notification area (1 individual property owner) Public Hearing Schedule Planning Commission Hearing Date: March 20, 2024 City Council 1st Reading/Public Hearing Date: October 15, 2024 City Council 2►,d Reading Date: October 22, 2024 Background: The subject property is a parcel, vacant and undeveloped, immediately outside the corporate limits of the City and the established Northwest ADP along its eastern and southern boundaries, abutting the west side of South Clarkwood (Farm-to-Market 2292) Road, and bordering CR-36 (County Road 36) to the north. It is also located within two miles of Corpus Christi International Airport; however, remains outside any AICUZ (Air Installation Compatibility Use Zones). To the north and west of the subject property are OCL parcels with agricultural use. To the east, is South Clarkwood (Farm-to-Market 2292) Road, a TX-DOT owned and operated right- of-way within the corporate limits of the City, and further east are parcels zoned, north-to- south, "RV" Recreational Vehicle District that is vacant, "R-MH" Manufactured Home District with a manufactured home park, "RS-6" Single-Family 6 District that is vacant and with a drainage corridor use. To the south is the CR-36 (County Road 36) right-of-way, currently owned and operated by Nueces County, to undergo annexation, and further south, east-to- west, is a parcel zoned "RS-6" Single-Family 6 that is hosting the conforming 1950-single- family residential subdivision, San Jan 3, and parcels outside the corporate limit of the city with agricultural and park uses. The applicant is requesting an amendment from the "FR" Farm Rural District, to be established upon annexation, to the "RS-4.5" Single-Family 4.5 District to allow a single-family residential subdivision of approximately 477 lots. A petition for annexation is under filing, permitted to be conducted concurrently with a zoning amendment request, along with a subdivision application under review with the Technical Review Committee for infrastructure capacity assessment and recommendation to support the development. The "RS-4.5" Single-Family 4.5 Residential District allows for various uses including single- family detached houses and group homes. 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. 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 high quality of life. ■ Encourage orderly growth of new residential, commercial, and industrial areas. o Regulations to protect military and civilian airfield and airport use are in place. ■ Avoid development that is incompatible with the operation of military airfields and the airport. o Annexation plans provide for growth and industrial agreement in the ETJ (Extra- Territorial Jurisdiction). ■ Use annexation powers combined with minimum lot size in zoning and infrastructure policy and strategic city investments in infrastructure to promote orderly and efficient development in the ETJ. Area Development Plan (ADP) and Future Land Use Map (FLUM) Consistency: The FLUM, while an element of Plan CC, is established by the ADP, and supersedes the City's Comprehensive Plan's upon adoption. The subject property is outside of any area-specific plan; therefore, no future land use has been designated. 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 Plan CC; however, there is no future land use designation, as a parcel beyond the City's limits. • The subject parcel is part of an owner-initiated petition to incorporate the subject parcel into the city's limit, supported by the annexation framework established by the city, and that as situated can aid and facilitate orderly developments in a manner beneficial to governmental and non-governmental parties as the City continues to expand. • The subject property is part of an area proposed for annexation by the Port-Airport- Violet ADP in 1995; primarily to limit incompatible uses around the airport as operations may expand. It is, however, beyond the airport development concept recommendation. No major developments appear to have been made since the ADP's recommendation nearly 30 years ago. o The subject site meets the suggested clearance recommendations from CCIA's runways of limiting any new residential development, schools, hospitals, or churches within a mile away of the either side of any existing/proposed runways and one-and-half mile from the ends of any existing/proposed runways. • The applicant's proposal is an opportunity to augment the housing stock near the airport area. The Corpus Christi International Airport's AICUZ have limited residential developments, and have made the periphery of this section of the City the most viable parts for residential use. • Staff noted that many of the land uses decisions nearby amended single-family districts, and that several types of residential uses characterize the area; including manufactured home parks. Planning Commission and 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, the Planning Commission and staff recommend approval of the change of zoning from the "FR" Farm Rural District (to be established upon annexation) to the "RS-4.5" Single-Family 4.5 District. Attachment(s): (A) Metes & Bounds Description and Exhibit, (B) Existing Zoning and Notice Area Map, (C) Returned Notices. (A) Metes & Bounds EXHIBIT"A" STATE OF TEXAS COUNTY OF NUECES Field notes of an 84.710 acre tract of land being out of a 254.07 acre tract of land,said 254.07 acre tract comprising the west 5/8 of the Thomas Gallagher Survey 402,Abstract 999 in Nueces County,Texas,as described in a deed from Cliff Investments. Inc..to Nasser Farahnakian recorded under Document No. 2007036276 of the Official Public Records of Nueces County,Texas(the parent 254.07 acre tract). Said 84.710 acre tract of land being more particularly described by metes and bounds as follows: COMMENCING at a 5/8 inch iron rod found at the intersection of the northerly boundary of the parent 254.07 acre tract and the westerly right of way line of Farm to Market Highway 2292,said point bearing S 89' 15'26"W a distance of 64.79 feet from the northeast corner of the parent 254.07 acre tract,and being the POINT OF COMMENCEMENT: THENCE,S 01'00'33"E,a distance of 190.32 feet along the westerly right-of-way line of Farm to Market 2292 to a 5/8"iron rod found in the westerly right-of-way line of Farm to Market Highway 2292 and northerly right-of-way line of State Highway 44; THENCE,N 50' 10' 11"E,a distance of 19.07 feet,to a brass monument found in the westerly right-of- way line of Farm to Market Highway 2292 and northerly right-of-way line of State Highway 44, THENCE,S OF 01'25"E,crossing the State Highway 44 right-of-way,in all a distance of 1404.79 feet along the westerly- right-of-way line of Farm to Market Highway 2292 to a 5/8" iron rod found in the westerly right-of--,Nay line of Farm to Market Highway 2292, said point being the northeast comer of a 70.00 acre tract of land described in a special warranty deed from Nasser Farahnakian to Danny Jauer recorded under Document No.2014012029 of the Deed Records of Nueces County,Texas; THENCE, S 0V 02' 39" E, a distance of 1360,85 feet along the westerly right-of-way line of Farm to Market Highway 2292, to a 5/8" iron rod found in the westerly right-of-way line of Farm to Market Highway 2292,said point being the southeast corner of a 70.00 acre tract of land described in a special warranty deed from Nasser Farahnakian to Danny Janet recorded under Document No.2014012029 of the Deed Records of Nueces County,Texas,for the POINT OF BEGINNING,and the northeast comer of this tract; THENCE, S 01' 02' 01'° E, along the westerly right-of-way line of Faun to Market Highway 2292, a distance of 291.45 feet,to a brass monument found in the westerly right-of-way line of Farm to Market Highway 2292,for an interior corner of this tract and the point of curvature of a circular curve to the left; THENCE,250.25 feet along the westerly right-of-way line of Farm to Market Highway 2292 and a circular curve to the left;said curve having a radius of 1005.00 feet and a chord with a bearing of S 081 10' 12"E and length of 249.61 feet;to a brass monument found in the westerly right-of-way line of Farm to Market Highway 2292 for the point of tangency of said curve and an interior comer of this tract; THENCE, S 15' 09' 20"E. along the westerly right-of-way line of Farm to Market Highway 2292, a distance of 396.27 feet,to a brass monument found in the westerly right-of--way line of Farm to Market Highway 2292,for an interior comer of this tract and the point of curvature of a circular curve to the right; Page l of 3 THENCE,225.41 feet along the westerly right-of-way line of Farm to Market Highway 2292 and a circular curve to the right,said curve having a radius of 905.00 feet,and a chord with a bearing of S 08'17'47"E and a length of 224.82 feet,to a brass monument found in the westerly right-of-way line of Farm to Market Highway 2292 for the point of tangency of said curve and an interior comer of this tract; THENCE, S 01' 06' 47" E. along the westerly right-of-way line of Farm to Market Highway 2292, a distance of 337.76 feet,to a PK nail set in the ecntcrline of Nueces County Road 36, said point bearing S 89' 14' 32"W a distance of 50.37 feet from the southeast corner of the parent 254.07 acre tract,and also being the southeast corner of this tract; THENCE,S 89'14'32"W along the centerline of Nueces County Road 36 and the southerly boundary-of the parent 254.07 acre tract,adistance of 2590.95 feet,to a 5/8"iron rod found in the centerline ofNucces County Road 36,said point being the southwest corner of the parent 254.07 acre tract,and also being the southwest comer of this tract; THENCE,N 0°50'04"W a distance of 1462.62 feet along the westerly boundary line of the parent 254.07 acre tract to a 5/8 inch iron rod found in the westerly boundary line of the parent 254.07 acre tract,said point being the southwest corner of a 70.00 acre tract of land described in a special warranty deed from Nasser Farahnakian to Danny Jauer as recorded in Document No. 2014012029 of the Deed Records of Nueces County,Texas,and being the northwest corner of this tract; THENCE,N 88'587 39'E,along the southerly boundary line of the 70.00 acre tract of land described in a special warranty deed from Nasser Farahnakian to Danny Jauer as recorded in Document No.2014012029 of the Deed Records of Nueces County,Texas,a distance of 2431.67 feet to the POINT OF BEGINNING, and containing 84,710 acres of land,more or less. page 2 of 3 Notes: 1.) Bearings are based on Global Positioning System NAD 83 Zone 4205 Datum 2.) A map of equal date accompanies this Metes and Bounds description. 1,Fred C. Hayden,Jr.,do hereby certify that this survey of the property legally described herein was made on the ground this day of 2023, and is correct to the best of my knowledge and belief. C O F rC .. i of N'G�53'cn��9� I;REL?G_HAYDEN;�k�: A 4486 Fred C.Hayden,Jr., RPLS No.4486 Page 3 of 3 ayden DATEI 09/28/23 urveying,Inc. Ott' GtsTEp ¢9�, 905 DELTA➢R. a CCHRISTI,TE%AS 7641P ^. I PH-36L-]e6-]iB8 ' HIRED C.HA1'bCml;_.?,_ 1,THE UNDERSIGNED,OI MY PROFESSIONAL OPINION,HEREBY HIRED STATES THAT THIS SURVEY PLAT HEREON IS TRUE AND CORRECT A 4 B IE AND WAS PREPARED FROM AN ACTUAL ON T GROUND SURVEY REFLECTED DN THE SURVEYOPLAY THATNUMENTS TERERE VAREND pwSET AS rf9PpS3BEiV vQ'� OENOACXM ➢®NOA QJTS ANDRY CONFLICTS EXCEPT AS SHOWN ON THE SURVEY PLAT, (MEAS)N89'15'26'E 2471.87' P.C.C. THE DIMENSIONS SHOWN ON THIS DRAWING ARE FOR THE c� ANII (PLAT)W891 5'26"E 2471'83 9190'33"E 05f OF 717 AND MORTGAGE COMPANIES IN CON 711% IX CO IUSiCa®) • • UPON FOR ANT OTH RI0PURPDSE HALL NDT RE RELIED 9D32' TRACT A TRACT B TRACT C TRACT D TRACO E A9'97 THENCULMEATS SHOWN ARE FRDX THE PROPERTY LINE TO FAO 1N om N C 3>B'IN N50'10'1 E THE FOUNDATION,AND FROM CORNER TO CDRNR OF THE 19.U]} FO°NDAT"M ^; NO EASEMENT RESEANCH HAS BEEN PERFDPNED RY STATE HIGHWAY 44 HAYDEN SURVETIND,DICE • PW.MDiH vua A. ALL BEARINGS AMD 0LS" 11 SNOWN ON THLS SURVEY Mee I MATCH THE RECDRB PLAT. AN.3/d P N• ix A DUILDAHD SETUACK LINES ARE A5 INDICATED ON REWRB PLAT •� N O e� ONES My S SHOWN HEREON WAS E UPW THE GROINp Z TRACT F r Ij $ CASEHENTS,, Rs P1u�xlEs�srHITN IT RANT,,AaE © DWNERBJ3(M RER CREEK LTD 01✓rFOF A��A 00 y nERED 11 PNuPE,.1 Aauii A eua ER LOT 1 DLOCB 1 29.75 ACRE TRACT OUT OF PH O . DEATON ER sLmNaw A 2540 ACRE TRACT DESCRIED nj 0000 20210420Q N m #2@7plt n � R➢TVFRDFL537disC"CRiII3TAl�7pt— � U7 O.PILRC.T MXBA OOC/2WT�Dfitb ## Em O •� 59 A w NDL _ D/N'Ix ND I ~ ae 1t•ro xo 3�N no 1 �.r)Na�Xsslg°E� AC5.5# qW Si 1NW 351E M I m PF 918.17' W '�". [bl • TRACT A OWNER;J.E.ICECONSTRUCTION N.o SAr I (PLAT)NB9�5'37"E SERVICES I 916-53 d SO4 ACRE TRACT OUT OF (MEAS)N89-1 rxu o1.1R I 654 A 5'24"E CRE TRACT 00C#2015013748 OWNER 0A124Y,VIER to a• ➢ TDLU ACHE MART OUT I TRACT D OWNER:JJr A 2E407 MRE TRACT DESIOR CONSTRUCTION SERVICES IN DOC r"7035276 _ 1.50 ACRE TRACT OUT OF �clf�N oociARm vMV22XB rn DOC ACRE TRACT �o A rsAcr c OWNER:COYOTE RfAL f STATE OCK No LLC 2431.67'(T0 R.O.W.) LOT 1 BLOCK 1,COYOTE ACRES(PLAT)N88'56'41'E 2481.31'(T0(L OF ROAD) VOL.68 PG.156 DOC 11114005185 S0ro2'o1'E TRACT D OWNER:COYOTE REAL 291.45' •L,, ESTATE OCL0 J.C LLC �'�• € R-10D9.00' � V' LOT 2,BLOCK J.COYOTE d 4�' (AIRS}L=250.25 :O ACRES (PLAT)L-251.39 O VOL fib PO-1S$ CB=SDe'10'1�'E J OOC#2014005185 gi CL=249.61 777 I%A%Ny TRACT E OWNER;TEXAS CITY I e ; (TEAS) Mr R-905. VENTURE.LTD EG DA.710 ACRE TRACT OUT OF S15T:9'20'E (Pur1'H>R7aBT• LOT 1,44 CAMER0N m PS A 254D7 ACRE TRACT DESCRIED 3B6.27' f>.b' SlBIDPOSION N 5 A9�,�9NA N DOC 02007005275 VOL.67 P6.655 •� • .cTD "g1 OP.RNCT 00' AND ppCi 2°1gp2g6° 00C#2014006441 (PLAT}E=225 Ste' 0PJi11CT (MEA5)L=225.41 .53 CB=508'1Y47'E TRACT F GAINER AO REALTY v CL=224.62' , ASSETS,LLC LOT 1.BLOCK 1 sm'ps'4YF SUhhRSE BUSINESS PARK 337.76' VOL.66 PG.184 M � DOC#200703OB48 mo 3�la • PLA sa�J1313D1`'vi �Q¢iDS M 264�(T RDAO}- "mX se Ya'3z'W (MEAs)se974.32'W 259C.95 (TO—A., sD.3T SCALE: 1'=700' EXHIBIT 13- 1 SKETCH TO ACCOMPANY METES AND BOUNDS DESCRIPTION SURVEY OF CLARKWOOD ESTATES A 84,710 ACRE TRACT OUT OF A 254.07 ACRE TRACT DESCRIBED IN DOC # 2007036276 O.P.R.N.C.T. F--, yden DATE, 09/28/23 vevinglnc. %6.0F r(� QL °c� c.6%a E�dO Fyn EXAS 70412 7190 Y---AL OPINION,HEREBY Mt:D C•HAN'DDl: STATES THAT THIS SURVEY PLAT HEREDJ IS TRUE AND—RECT A WAS PREPARE➢FRO-AN AEIUR DN THE—RID 1—Y _ 4486 DNER MY DI-71-ALL MDNWENTS WERE FWND DR SET AS �+ AfSSY��`ti EnmNnSBRETHERE EXESDwR ESm -Y -T -TA —N DN �\THE SMVEY RaT 5'll4i� poITS T�R1x L ICf R BEL E IE. l FOR AHr price�vrei,... EASI.EICNTS I—ARE Tmx THE F—ERTY LIE TO TIE F9IN0ATIl.1,ANY FRoI C ERN EDIIER E THE FE. TION, IO EASE NT ESGRCX XAS EEN PERFWIE.RY .,DE.SURD—,ME, ALL.EARINR9 Alm REYTAM6 SXWN IN TMIY—1 HAT.THE R...RAT. ...1.SETMD.LIM..—A.I—TED DM R6DXD RAT. v_Y 51 -HEREON-1 HARE WW IK HxOWD WOE—SLKRVI—C M R IT ENEIIN&I ANY, EASEMEMS,RISDERANCIES,PRQTRHSI@dS IF ANY,ARE 99WN/HFAEW.TXE PRIPER'TYMJA/TS A PIIpJ\p�Rp�,W\.\ NfIN➢L ! i z • (MEAS)NBB'56'39"E 2431.67'(T0 R.O.W.) P•O ITID a/s'IR (PLAT)N88'56'41"E 2481.31'(T0 q OF ROAD) &65 49.75 FNDSe w (MEAS) S01'02'01"E m 291.45' 49,7 � z• g R=1005.00` Fll P M wu.EHI J o Q q5° 9� (MEAS)L=25025 No Nol Z$ 9 ygN6 (PLAT)L-251.39 I O o N CB=S08°1D'12"E $ J a ul ("jlp� CL-249.61' END BRASS MUNY➢K-NT AT�1519°S7E • �ge (MEAS) 84710 ACRE TRACT DDT OF S15'C9'20"E 0' �k'7pxy,a OJ $ A 25407 ACRE TRACT DE 386.27' T�748' 7�' IV a 9� yi N DOC d2007D36276 Enu WAss > J I hg� �9 O.PR.N.C.T R=905.00' TY M°�T 56 b� AND DOCN 2019023660 (MEAS)L-225.41.. T h <,5 O.PR.N.C.7 (PLAT)L=225.53 mm• CB=508'1 T47°E rNo exAsg N CL-224.82' DDVNUMEFT rn n (MEAS) N Do 501�O6'47"E 337.76' 673'CPL EASEHEHT _ • m� • RRRRR* m� . (PLAT) FHo s/R•lR (PLAT)589'1447"W • T ER 36 2640,95' (TO CL OF ROAD) SET'PN NN 58974'32"w (MEAS)S89'14'32"W 2590.95- (TO R.O.W.) 50,37' EXaH[IBIT B—2 SURVEY OF CLARKWOOD ESTATES A 84.710 ACRE TRACT OUT OF A 254.07 ACRE TRACT DESCRIBED IN DOC # 2007036276 O.P.R.N.C.T. DATE: 10/13/2023 SCALE: 1"=500' (B) Existing Zoning and Notice Area Map 0 is g RV 12 22 DONNA AVE jARBRA AVE MH SUCT NN DR BJE 3 20 ,PROPER-TY MEAN AVE 4 S_ 5RM 1 17 16 °C 8 11 18 �13 N4 1 15 19 2 O X RS- Q 6 �- CAP.ULAR. =NEW 0 (J/ CASE: 4- �tl�r. `yRa Zoning and notice Area 4 _ RM-1 Multifamilyi IL Light lnd ustrial RM-2 Multifamily 2 IN Heavy Indtiatriat - e RM3 Multifamily 3 PUD P n lan od Unit Do,Overlay 't ON Professional Office RS-15 Single-Famlly to RNAT MWtifamily AT R" Single-Family 6 CN-1 Nalghhorhood Commercial RS4.5 Single-Family 4.5 CN-2 Neighborhood Commercial R5-TF T-Famify CR-1 Resan Commercial RS-15 Singla-Family 15 CR-2 Res an Commercial RE Residential Eamm CG-1 Cenaral Commercial RS-TH Townhouse CG-2 General Commercial SP Special Permh - CI Intensive Commercial RV Recreational Vehicle Perk CBD Downtown merc Comial RMH Manufactured Home CR-3 Rasen Commercial FR Forma Rural H Historic Overlay $j-+$fE(,`T BP Business Pad PROPERTY SvSirRPmped' 0_N C wznzao'natr. �/ rsw. 4 ow e,a.,an oo•ya�o owners Citorpusy of CATI Esri,HERE C LQON MAP altaNt rayrrrarsM'alae� Xinog„rrvrran CNl1'1541 _- - (C)Returned Notices PUBLIC HEARING NOTICE- CITY PLANNING COMMISSION Rezoning Case No. 0224-01(ZN8176) �jasser&Sc.Cush Farahnakian have petitioned the City of Corpus Christi to consider a change of zoning from the"FR" Farm Rural District(upon annexation)to the"RS-4.5"Single-Family 4.5 District resulting in a change to the Future Land Use Map The property to be rezoned is described as: A property located at or near 801 South Clarkwood Road and described as 84.7 acres out of the west 5/8 of the Thomas Gallagher Survey 402,Abstract 988,located along the north side of Nueces County Road 36 and the west side of Farm to Market Road 2292(Clarkwood Road),south of Highway 44,and west of Corpus Christi International Airport. Please see the map on the reverse side. The Planning Commission will conduct a public hearing to discuss and formulate a recommendation to the City Council. The public hearing will be held on Wednesday, February 21, 2024, during one of the Planning Commission's regular meetings, which begins at 5:30 p.m., in the 6th Floor Conference Room at City Hall, 1201 Leopard Street.You are invited to attend this public hearing to express your views on this rezoning request. The Planning Commission may recommend to the City Council approval or r ti denial, or approval of an intermediate zoning classification and/or Special a Permit. Approval of a change of zoning, if inconsistent with the City's Comprehensive Plan, will also have the effect of amending the Comprehensive Plan to reflect the approved zoning. For more information, please call (361)826-3240. Persons with disabilities planning to attend this meeting, who may require special services, are requested to contact the City Secretary's Office at least 48 hours in advance at 361-826-3240. Si usted desea dirigirse al Consejo de Ajuste y su ingl6s es limitado, habra un interprete en la junta para ayudarle. Para mas informaci6n, favor de Ilamar al Departamento de Servicios de Desarrollo (361) 826- 3240. NOTE: In accordance with the Planning Commission By-Laws, no discussion shall be held by a member or members of this Commission with an applicant or appellant concerning an application or appeal,either at home or office,or in person,by telephone call or by letter. 7 Tex.Admin. Code§211.006(d), Corpus Christi Unified Dev.Code§3.3.4 To be on the record,this form must be filled out, signed by the current property owner(s), and returned in its entirety via mail to the return address on this notice or via email to zoning(a)cctexas.com. Property Owner(s)Name: f+ �y Address: Phone No: ( ) IN FAVOR] 1K)IN OPPOSITION REASON: l/��'�� ��.�1!✓� //`l �t� T"r-/'`r� Signature Planner Assigned:Saradja Registre Email:SaradlaRCcDcctexas com Phone:361-826-3574 INFOR Case No:ZN8176 Property Owner ID: 11 PUBLIC HEARING NOTICE CITY PLANNING COMMISSION Rezoning Case No. 0224-01(ZN8176) o E� Nasser& Soroush Farahnakian have petitioned the City of Corpus Christi to consider a change of zoning from the "FR" Farm Rural District(upon annexation)to the"RS-4.5" Single-Family 4.5 District, resulting in a change to the Future land Use Map.The property to be rezoned is described as: A property located at or near 801 South Clarkwood Road and described as 84.7 acres out of the west 618 of the Thomas Gallagher Survey 402,Abstract 988, located along the north side of Nueces County Road 36 and the west side of Farm to Market Road 2292(Clarkwood Road),south of Highway 44, and west of Corpus Christi International Airport. Please see the map on the reverse side. The Planning Commission will conduct a public hearing to discuss and formulate a recommendation to the City Council. The public hearing will be held on Wednesday, March 20, 2024, during one of the Planning ■� Commission's regular meetings, which begins at 5:30 p.m., in the 6th Floor Conference Room at City Hall, 1201 Leopard Street.You are invited to attend ■ this public hearing to express your views on this rezoning request. The Planning Commission may recommend to the City Council approval or denial, or approval of an intermediate zoning classification and/or Special ■ Permit. Approval of a change of zoning, if inconsistent with the City's Comprehensive Plan, will also have the effect of amending the Comprehensive Plan to reflect the approved zoning. For more information, please call (361)826-3240. Persons with disabilities planning to attend this meeting, who may require special services, are requested to contact the City Secretary's Office at least 48 hours in advance at 361-826-3240. Si usted desea dirigirse al Consejo de Ajuste y su ingles es limitado, habr6 un interprete en la junta para ayudarle. Para mas informacion, favor de Ilamar al Departamento de Servicios de aesarrollo (361) 826- 3240. NOTE: In accordance with the Planning Commission By-Laws, no discussion shall be held by a member or members of this Commission with an applicant or appicant conceming an application or appeal,either at home or office, or in person, by telephone calt or by letter. 7 Tex.Admin. Code§211.006(d), Corpus Christi Unified Oev. Code§3.3.4 To be on the record,this form must be filled out, signed by the current property owner(s), and returned in its entirety via mail to the return address on this notice or via email to zonniijngacclexas.com. Property Owner(s)Name: ,( I IGG( Address: 443 Phone No: I `77 z` ( ) IN FAVOR ( IN OPPOSITION —{� / 3 6/ _ !y) — REASON: %h�e l 4(areziSC. i tt ��r'� lu l�1�1 y.5 WUu rtc� a Signaturel Planner Assigned:Saradla Registre Email:SaraAaRpcclexas.com Phone: 361-826-3574 INFOR Case No:ZN8176 Property Owner ID: 4 Clarkwood Estates Annexation and Rezoning and County Road 36 Right-of-Way Annexation Public Hearing and First Reading Ordinance City Council Presentation \ October 15, 2024 Location _ n SITE`I' ,..g' Ap N ,�..,. Clarkwood Estates Master Plan f Nlj 1 ' Clarkwood Estates � Subdivision: ❖ 87.57 acres - ;�1 ❖ Rezone to RS-4.5 ,� , ,�� • � •'• 476 housing units • ,. ❖ One stormwater detention lot a o• Approximately roximatel 5-10 f _ �... years to buildout ❖ Average Unit Price _ $250k 3 Existing Utilities - _ Cyrote Aa t *_ „I 6Y1;w%Vo0a eksr AO"SR _ ; �ULl"'Li:ClS�II1LL4a SITE CZAR-OD NORM N r 4 Annexation of a 2,590 Linear Foot Portion of CR 36 ' � q i mom i 1�117 . aR" i�7 a. ry CR 36 Current Condition At the Clarkwood Road Intersection At San Juan Park .w. b , At San Juan Subdivision Entrance At West End of CR 36 Annexation Area low Md Staff Recommendation Approval of the annexation and rezoning as presented Questions? .bus cx,� �o Nreoreroea 1852 AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of October 15, 2024 Second Reading for the City Council Meeting of October 22, 2024 DATE: September 20, 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 7213 State Highway 361 CAPTION: Zoning Case No. ZN8435, Mustang Island LLC (District 4). Ordinance rezoning a property at or near 7213 State Highway 361 (SH-361) from the "RM-AT" Multifamily Apartment Tourist 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) (6 votes required) SUMMARY: This item is to rezone the property to allow for a planned development with a mix of uses such as a new gas station, a retail center, and apartments. BACKGROUND AND FINDINGS: The subject property is a vacant 1.49-acre tract out of a parent parcel for a master development to include retail sales and service, overnight accommodations, and multifamily uses and, located along the east side of State Highway 361, out of the Mustang Island area, and 2 miles north of the Mustang Island State Park. A master preliminary plat for the entire site was approved by the Planning Commission, and the necessary permits for barrier island developments were obtained. There are mitigation efforts attached to the overall site due to several violations, which include the filling and dredging of 1.2 acres of wetlands. The development will impact the entire 7.64 acres of wetland identified on-site by the Army Corps of Engineers. The subject property is zoned "RM-AT" Multifamily Apartment Tourist District, which is typical to the Padre/Mustang Island area with the greatest concentration to the Mustang Island area (measuring approximately 6 miles), north of the Mustang Island State Park's Fish Pass, south of the Port Aransas's city-limit line, and along the east side of State Highway 361. The typical zoning district along the west side of State Highway 361 is "FR" Farm Rural District, the zoning district, which is granted upon annexation, and where zoned otherwise were results of an amendment to the "FR" district of origin. The area east of State Highway 361, north of the Mustang Island State Park, and south of the Port Aransas city line was annexed in 2001 , while the area west of the highway was annexed 2-3 years prior. To the north of the subject property, the parcel was recently rezoned to the "RV" Recreational Vehicle District (7/29/2024, Ordinance No. 033420). To the east of the area of request is the remaining parent-parcel zoned "RM-AT" Multifamily Apartment Tourist District slated for single-family uses and a hotel development. To the west of the site and State Highway 361, properties are zoned "FR" Farm Rural and "RM-AT" Multifamily Apartment Tourist District and are vacant. To the south, is a townhome development zoned "RM-AT/PUD" Multifamily Apartment Tourist with a PUD overlay. The "CN-1" District allows 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. The proposed rezoning is consistent with Plan CC, the ADP and FLUM. The proposed amendment strongly ties into the Blended Residential Community and Destination Location vision theme of the ADP; furthering the development goals of the plan. During the permitting process, zoning reviews are conducted to ensure that development compatibility is achieved; through the prescription of Unified Development Code required buffer yard width and points (UDC §7.9.5, 7.9.6), increased setbacks due to height (UDC §4.2.8.D), limitations on hours of operations with certain site features (UDC §7.2.7.B.1 .a), and visual barriers such landscaping (UDC §7.3.10) and walls to buffer noise generators (UDC §7.9.8.B). Public Input Process: Number of Notices Mailed: 24 notices were mailed within the 200-foot notification area, and 2 outside the notification area. As of October 11 , 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: None. FISCAL IMPACT: There is no fiscal impact associated with this item. RECOMMENDATION (September 4, 2024) Planning Commission and Staff recommend approval of the change of zoning from the "RM-AT" Multifamily Apartment Tourist District to the "CN-1" Neighborhood Commercial District. Vote Results For: 6 Against: 0 Absent: 1 Abstained: 0 Vacant: 2 LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Zoning Case No. ZN8435, Mustang Island LLC (District 4). Ordinance rezoning a property at or near 7213 State Highway 361 (SH-361) from the "RM-AT" Multifamily Apartment Tourist 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, 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 1.49-acre tract of land situated in the Waterbury J.W. Survey 596, Abstract 408, Land Script 167, as shown in Exhibit "A"&"B", from: the "RM-AT" Multifamily Apartment Tourist District to the "CN-1" Neighborhood Commercial District. The subject property is located at or near 7213 State Highway 361 (SH-361). Exhibit A, a metes and bounds description, and Exhibit B, a map, are 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 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 A METES AND BOUNDS DESCRIPTION FOR A 1.499 ACRE REZONING Being a 1.499 acre tract of land situated in the J.W.Waterbury Survey No.596,Abstract No.408,Land Script 1G7,Nueces County, Texas and being a part of a called 29.999 acre tract described by deed to Mustang Island LLC and being more fully described as follows: Beginning at a 14-inch iron rod found for the southwest corner of said 29.999 acre tract of land,same being the northwest corner of Lot 2A,Block 1 of Sunrise Shores,according to the plat recorded in Volume 67 Page 464,Map Records,Nueces County,Texas, and being on the southeast line of State Highway 361(having a 120-foot right-of-way); THENCE North 30'17'20"East,with the southeast line of said State Highway 361,a distance of 309,44 feet to a point for corner; THENCE South 56"25'25"East,a distance of 211.16 feet to a paint for corner; THENCE South 30"19'10"West,a distance of 309.58 feet to a point for corner; THENCE North 58"23'01"West,a distance 211.00 feet,contalnfng 1,499 acres or 65,315 square feet of land. I CERTIFY THAT THIS SURVEY WAS CONDUCTLO UNDER MY DIRECTION AMC SUPERVISION. 3 441G55 r,p'ti'I AtLLEN W.KERLEY doe 4210 r o ' 0 fu B z 2 'z Regislared PraTessinnel Land Surveyor N Allen W.Kerley,R.P.L.S,Ne,5427 K DRAWN BY; Cow APPROVED BY'. AWK ZONING EXHIBIT a DATE: 70r190123 Jos NO: 2021.1026 o DRAWING NAME: WATERBURY ZONING 1.499 ACRES SHEETNO: OF 2 J.W.WATERBURY SURVEY NO.596 PROJECTION:TEXAS STATE PLANE SOUTH CENTRAL LAND SCRIPT 167 GEO.DATUM:NAD53 I VERT.DATUM:NAVD88 NUECES COUNTY,TEXAS _ GRID VNITS:US SURVEY FEET 0.0.��rr y.�yy,�YY a L.L+111—HLY� wY C1iG l�4i T ftEV.NO: ea REV.DATE: --1--l— e REVISION DESCRIPTION: S Page 3 of 5 CORPUS Mu ais Me Eumm BAYTI FDRTD�I DD... 49 � B£ACVt VIEW pR SLIEJELT O S U EM r / MUSTANG 9qQ ✓ ISLAND GULF OF �� sEawnvDR MEXICd A� 9� f FRONfSIOE HOR VICINITY~ ` 0 \ o N� �6. 60 �n30 EXISTING ZONING: RNl-AT so, PROPOSED ZONING: CN 65,315 SQ.FT, P.a.B. 1.499 ACRES PART OF CALLED 29.999 ACRES MUSTANG ISLAND LLC �,� DOC NO. 2014040031 �'�y Q`� O.P.R.N.C.T. I CERTIFY THAT THIS SURVEY WAS CONDUCTED UNDER MY DIRECTION AND SUPERVISION. ALLEN W. K€RLEY Fs�a54270�: LOT 2A,BLOCK 1 SUNRISE SHORESL ,SRN 3 VOL.67,P&464 Registered PrD{e 113nal Land Surveyor Z o M.R.N.C.T. Allen W.Kerley,R.P.L.S,No.5427 ZONING /' v7 DRAWN BY' COW APPROVEDBY: AVVK ZONING EXHIBIT DATE; 1 011 912 0 2 3 JOB NO', 2921.1026 © ORAWINGNAME: WATERBURY ZONING 1.$49 ACRES SHEET NO 2 of 2 J.W.WATERBURY SURVEY NO.596 7 PROJECTION:TEXAS STATE PLANE SOUTH CENTRAL LAND SCRIPT 167 GEO US SURVEY FEET DATUM::NADB3 I VERT.DATUM:NAVOBB GRID UNITS N[JE+[,•E+S COUNTY,TEXAS a i.w;A{ri A:." if'lli Y ey REV.NO: DD FREV,DATE: —f--I— REV.BY: — ry � REVISION DESCRIPTION: Page 4 of 5 Exhibit B FR SUBJEC/T �aPROPER.TY �6 S RM AT wag �M6 R•M-AT �9tiR0 SUBJECT PROPERTY W WITH ZONING p p' WE ® S Subject Property A�1 pa Artment Howie 17, : 41 L_n lM usvial Bi— A-IA Apardneltl Hare!Li..., F2 L94 lnduimal DRdim A-2 Apartmmt Hoax Dts>Lt W Heavy lndu l Diabicl AH Profnsionat Off D.strxl PUB Flannel Dnrt D.-"— AT A"ir l-Toatet Dlseia RAA 0-family 6re.g Dl 6-1 Nephbo_Bevness DlstrwV R-16 One family Drel"Oisbict B-IA Nepli c -d Business Dlsklet RAC One fan iy Dtp relk 00 1. B-2 6 yhom Bo s Di_ R-2 Mukpf Drell g Drs - B-2A B rtier Wand 18 w.rtess Df9SMY RA Ones milt'D ing Dion[: � 83 B su,eseD tact: RE R -dentialEst District SUBJECT R 6u Di— R-TH T house Dweltrp Bi— PROPERTY 6-5 Primary Business Dsm i Sp Si e 'Pmnd 3-0 P rm Bcskress Coin D'..i. T-IA Navel Trailer Palk Ci i. 1 B0 Ca Chrt B.eaeh Design D¢ T-1B ManNapured Hare Perk M.— Cit'Ol F-R F.—R� IDa �-iC kanuraaaldHanlstmmw:inn C���Dy Esri,HERELOCATIM MAP HC H�sprKal{yt(ural LdMmdAk Blsvict CNtT1SI1 PrlSlrva{pn Page 5 of 5 ZONING REPORT Case No. ZN8435 Applicant & Subject Property District: 4 Owner: Mustang Island LLC Applicant: Susana Rios Address: 7213 SH-361 (State Highway 361), located along the east side of State Highway 361, south of Beach View Drive, and north of La Concha Boulevard. Legal Description: 1 .49-acre tract of land situated in the Waterbury J.W. Survey 596, Abstract 408, Land Script 167. Refer to attachment (A) Metes & Bounds Acreage of Subject Property: 1 .49 acres Pre-Submission Meeting: July 2, 2024 Zoning Request From: "RM-AT" Multifamily Apartment Tourist District To: "CN-1" Neighborhood Commercial District Purpose of Request: To allow for a planned development with a mix of uses. Land Development & Surrounding Land Uses Zoning District Existing Land Use Future Land Use Site "RM-AT" Multifamily Vacant Planned Development Apartment Tourist "FR" Farm Rural, Vacant, Planned Development, North "RV" Recreational Vehicle Transportation (SH-361) Transportation (SH-361) "RM-AT/PUD" Multifamily Vacant South Apartment Tourist with a Low-Density Residential Planned Development PUD Overlay East "RM-AT" Multifamily Vacant Planned Development Apartment Tourist "RM-AT" Multifamily Transportation SH-361 , West Apartment Tourist, p ( ) Transportation (SH-361), Vacant Planned Development "FR" Farm Rural Plat Status: The subject property is not platted; however, a master preliminary plat was approved by the Planning Commission on July 26, 2023, for the development of the parent parcel. 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 State Highway "RA3", 4 Lanes, 2 Lanes, 361 (SH-361) Primary Rural Arterial Median V-Ditch, Drainage per Side, Drainage per Side, 120-Foot ROW 250-Foot ROW 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 Padre/Mustang Island (Adopted on June 29, 2021). Water Master Plan: Outside ADP/Master Plan Area (Nueces City Water District No.4) Wastewater Master Plan: Outside ADP/Master Plan Area. Stormwater Master Plan: Outside ADP/Master Plan Area (North Beach and the Island are tidally influenced). Roadway Master Plan: Outside ADP/Master Plan Area. Public Notification Number of Notices Mailed 24 within a 200-foot notification area 2 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 owners) Public Hearing Schedule Planning Commission Hearing Date: September 4, 2024 City Council 1st Reading/Public Hearing Date: October 15, 2024 City Council 2►,d Reading Date: October 22, 2024 Background: The subject property is a vacant 1.49-acre tract out of a parent parcel for a master development to include retail sales and service, overnight accommodations, and multifamily uses, and located along the east side of State Highway 361 , out of the Mustang Island area, and 2 miles north of the Mustang Island State Park. A master preliminary plat for the entire site was approved by the Planning Commission, and the necessary permits for barrier island developments were obtained. There are mitigation efforts attached to the overall site due to several violations, which include the filling and dredging of 1 .2 acres of wetlands. The development will impact the entire 7.64 acres of wetland identified on-site by the Army Corps of Engineers. The subject property is zoned "RM-AT" Apartment Tourist District, which, is typical to the Padre/Mustang Island area with the greatest concentration to the Mustang Island area (measuring approximately 6 miles), north of the Mustang Island State Park's Fish Pass, south of the Port Aransas's city-limit line, and along the east side of State Highway 361 . The typical zoning district along the west side of State Highway 361 is "FR" Farm Rural District, the zoning district, which is granted upon annexation, and where zoned otherwise were results of an amendment to the "FR" district of origin. The area east of State Highway 361 , north of the Mustang Island State Park, and south of the Port Aransas city line was annexed in 2001 , while the area west of the highway was annexed 2-3 years prior. To the north of the subject property, the parcel was recently rezoned to the "RV" Recreational Vehicle District (7/29/2024, Ordinance No. 033420). To the east of the area of request is the remaining parent-parcel zoned "RM-AT" Multifamily Apartment Tourist District slated for single- family uses and a hotel development. To the west of the site and State Highway 361 , properties are zoned "FR" Farm Rural and "RM-AT" Multifamily Apartment Tourist District and are vacant. To the south, is a townhome development zoned "RM-AT/PUD" Multifamily Apartment Tourist with a PUD Overlay. The "CN-1" District allows 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. Plan CC 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 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. 6. Promote the monitoring of current development to identify infrastructure capacity deficiencies in advance of future development. Padre/Mustang Island Area Development Plan (ADP) and Future Land Use Map (FLUM) Consistency: The proposed rezoning is consistent with the ADP. The rezoning is consistent with the future land use designation of Planned Development. The applicant's proposal is consistent particularly with the vision themes and policy statements and implementation below: • Blended residential community and destination location: o Promote tourist-oriented development. 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 both the ADP and FLUM. • The proposed development is part of a master plan that includes a mixture of land uses. The Comprehensive Plan describes planned developments as lands that are currently undeveloped or underutilized but may be suitable in the future for a variety of uses, taking into account environmental and other constraints. • The proposed amendment strongly ties into the Blended Residential Community and Destination Location vision theme of the ADP; furthering the development goals of the plan. Tourist-oriented developments are encouraged along the east side of State Highway 361. The master development is context-sensitive; respects its environment and supports tourism and nearby residents with the mixture of land uses to be provided. • The property to be rezoned is suitable for uses permitted by the zoning district that would be applied by the proposed amendment. Planning Commission and Staff Recommendation (September 4, 2024): • Staff finds the proposed use and site contextually fitting. o Located on a barrier island, access to the coastline along the Gulf of Mexico will allow for outdoor recreational activities such as exploration by foot afforded by the preservation of public access; and eco-tourism activities such as fishing, paddling the paddling trails of the Mustang Island State Park, birdwatching, and experiencing other wildlife habitats along the Corpus Christi Bay. o When in need of entertainment and dining, the site is located between the City of Corpus Christi and Port Aransas. 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 from the "RM-AT" Multifamily District to the "CN-1" Neighborhood Commercial District. Attachment: (A) Metes & Bounds Description and Exhibit. (B) Existing Zoning and Notice Area Map. (A) Metes & Bounds Description and Exhibit A METES AND BOUNDS DESCRIFRTION FCR A 1.499 ACRE REZONING Being a 1.499 acre tract of land situated in the J.W.WaterbuTYSurvey No.5136,Abstract No,408,Land Script 167,Nueces County, Texas and being a part of a called 29.999 acre tract described bV deed to Mustang Island LLC and being more fuIIVdescribed as follows: Beginning at a Y:-inch iron rod found for the southwest corner of said 29.999 acre tract of land,same being the northwest corner of Lot 2A,Block 1 of Sunrise Shores,accardingto the plat recorded in Volume 67 Page 464,Map Records,Nueces County,Texas. and being on the southeast Vine of State Highway 361(having a 120-foot right-of-way); THENCE North 3W17'20"East,with the southeast line of said State Highway 161,a distance of 309.44 feet to a point for corner, THENCE South 58°25`25"East,a distance of 211.19 feet to a point far corner; THENCE South W1910"West,a distance of 309.58 feet to a point for corner THENCE North 58°23'01"West,a distance 21100 feet,containing 1.499 acres or 65,315 square feet of land. 1 C[RTIF-Y THAT THS SURVEY WAS GONG..:'T'-Il UNDER MY DIREGTIQN AND WPFRVI�;10',. ALLEN W_ KERIEY r t rr 54T7� .t k1� 5 Regiseered l-mresskmi Lend Ts n pr Allen W.Kenny,R.P,L.S,Na.5427 DRAWN BY: CDW APPROVED BY. AWK ZOINING EXHIBIT J DATE: talillaD23 ME NO: 2421,100 3 DRAWING NAME: WATEReURYZDNING 1.499 ACRES SHEET NO: 1 OF 2 J.W.WATERBURY SURVEY NO.596 PROJECTION:TEYAS STATE PLANE SOUTH CENTRAL LAND SCRIfrT 167 GED,DATUM.NAD&3 I VERT.DATUM:NAVI)BB NUECES COUNTY TEXAS GRID UNITS:US SURVEY FEET } REV,ND: M REV.DATE: -1-,L- REV.BY: .- r r-. REVISiON DESCAiI'TION: 3 T CDRYUS 5k15. 0'5 k7NiD ESTATES " CRRISTI EOArry IAGCO Ok BAY y p(Ap+wlt'N 09 y sueXCT 1� PnooeATY MUSTANG 4 e,� 1' �'�D GULF OF 0A WAY 00. MF XICO �p'i TF R idUriF(,`f 4 LIe VICINITY MAP 4� 0"=I MILE] ti �N 'a 0 EXISTING ZONING: RM-AT 610, PROPOSED ZONING, CN 112•I.R.F. P.O.B. 65,315 SQ.FT. 1.499 ACRES PART OF CALLED 29.999 ACRES MUSTANG ISLAND LLC ❑OC NO. 2014040031 O.P.R.N.C.T. I CERTIFY THAT THIS SURVEY WAS CONEUCTEE) UNDER W DIRECTION AM SUPERVISION Q 4r ALIEN W. KERLEY f �Q 5427 LOT 2A,BLOCK 1 `' R•`' SUNRISE SHORES VOL.67,PG,464 Registered Professional Lmd Survrox M.R,N.C.T, Alen W,Orley,R.P.L.5.Na.5427 DRAVM BY: CDW APPROVED BY: AWE[ ZONING EXHIBIT DATE' IVIW2023 JOBNO: 21)21AU26 DRAWING NAME. YWATERBURY ZON ING 1.499 ALREiS SHEET NO: 2 OF 2 9.W.WATERBURY SURVEY NO. 596 PROJE MON-TEXAS STATE PLANE SOUTI I CENTRAL LAND SCRIPT 107 GF0-DATUM.NA063 I VERT.DATUM:NIAVDae NUECES COUNTY,TEXAS GRID UNiTS.US SIJRVEY FEET T.BAK ER REV_No: OD REV,DATE. 4-4- REV.BY: TB-- REVISION DFSCR1PTIOW (B) Existing Zoning and Notice Area Map 24 F R 25 S[JBJEC FR(3PBR.TY R,M AdT 4 2 5 16 6 7 RM-AST15, � 1!1 3 17 11112 18 M-A T 19 1 121 22 �! �L�� CASE. ZN8435 Zoning and notice,Area `=1r RN-1 1111WHfamlly 1 IL Llget IndBehlal :RM-2 Multlfam%2 IH Heavy lndrat[lal RM,1 Mu lHramlly 9 PUP Plannea Unit Pev.oven ay pry Pfofeesldn al Pmce RE-te SIng16-family19 R111 Muldramlly uT RS£ Single-Family 6 CN4 Neighborhood Commercial RS-4-S Singla-Family A.5 CN-2 Neighborhood Cam merolal RS 7F r--Fa:mlly CR-1 Resort Cc mmemial RS-15 Sm916-Faml ly 15 CR-2 Resort Commercial RE Residential Estate C.1 General Commercial RS-TH Tovmhouaa CG-2 General Commercial SP Speclal Parmlt CI Yshenerve Commercial RV Recreational Vehicle Parl; C66 ,..nlown Gomm arc lal RMH Manufactured Hama C:RS Ra9ert Commercial FR Farm Hlalorlc 1,11re H Pday BP ®ueYs�s Park PROPERTY -%L*a "�1. PMT2.� NTO'+2PP C?" �h Taro 4 c3m 1Aannx+n'.MOM 01M CM Ot L-:,HEHERE — acgcredowrs_�fPwv2 ,n t-aopasrrm t'cri}-ul• Z CATlolV NlAF {'III kti (C) Wetland Map, Classification, and Description SUBJECT PROPERTY CASE: ZN8435 v City Wetlands Wetland Type 0 Estuarine and Marine Deepwater 0 Estuarine and Marine Wetland 0 Freshwater Emergent Wetland 0 Freshwater ForestedlShrub Wetland 0 Freshwater Pond 1 sus fcr O Lake _ FROFfRTy 0 Other Cin aunt 0 Rmrm Cuipu. E-.n,HERE LOCAnOM MAP C hri.rl The Freshwater Emergent Wetland habitat is classified as a PEM1A. PEM1A includes: 1 . System Palustrine (P) : The Palustrine System includes all nontidal wetlands dominated by trees, shrubs, persistent emergent mosses or lichens, and all such wetlands that occur in tidal areas where salinity due to ocean-derived salts is below 0.5 ppt. It also includes wetlands lacking such vegetation, but with all of the following four characteristics: (1) area less than 8 ha (20 acres); (2) active wave-formed or bedrock shoreline features lacking; (3) water depth in the deepest part of basin less than 2.5 m (8.2 ft) at low water; and (4) salinity due to ocean-derived salts less than 0.5 ppt. 2. Class Emergent (EM): Characterized by erect, rooted, herbaceous hydrophytes, excluding mosses and lichens. This vegetation is present for most of the growing season in most years. These wetlands are usually dominated by perennial plants. 3. Subclass Persistent (1): Dominated by species that normally remain standing at least until the beginning of the next growing season. This subclass is found only in the Estuarine and Palustrine systems. 4. Water Regime Temporary Flooded (A): Surface water is present for brief periods (from a few days to a few weeks) during the growing season, but the water table usually lies well below the ground surface for most of the season. Zoning Case ZN8435 V Mustang Island LLC District 4 " .< Rezoning for a property at or near 7213 State Highway 361 (SH-361) From the "RM-AT" Multifamily AT District To the "CN-1" Neighborhood Commercial District UBJECT ROPERTY. I Z , ya, SUBJECT ,. PROPERTY ' s s N E,. HER Ch�u LOCATION MAP ■ City Council October 15, 2024 Zoning and Land Use Proposed Use: 11-22-2001 To allow for a planned development with a mix of 12-20-1999 uses. ADP (Area Development Plan): Rv Padre-Mustang Island, Adopted on June 29, 2021 07-29-2024 FR FLUM (Future Land Use Map): useE�, Planned Development l�ROPER Existing Zoning District: "RM-AT" Multifamily Apartment Tourist District Adjacent Land Uses: 11-22-2001 North: Vacant, Transportation; Zoned: FIR and RV South: Vacant, Low-Density Residential, Vacant.; Zoned: RM� r N RM-AT/PUD 03-01-2021 04-18-2013 t East: Vacant; Zoned: RM-AT West: Transportation (ROW), Vacant; Zoned: FIR, RM-AT Public Notification 24 Notices mailed inside the 200' buffer 2 Notices mailed outside the 200' buffer 24 Notification Area F R 25 Opposed: 0 (0.00%) 1 E- Separate Opposed Owners: (0) In Favor: 0 (0.00%) > 4 L 6 , NRM•AYis e 111 17 llY *Notified property owner's land in SQF/Total SQF of all properties in RM•A r 819 13 the notification area=Percentage of public in opposition and/or favor. 21 Staff Analysis & Recommendation • The proposed rezoning is consistent with both the ADP and FLUM. • The proposed development is part of a master plan that includes a mixture of land uses. The Comprehensive Plan describes planned developments as lands that are currently undeveloped or underutilized but may be suitable in the future for a variety of uses, considering environmental and other constraints. • The proposed amendment strongly ties into the Blended Residential Community and Destination Location vision theme of the ADP; furthering the development goals of the plan. Tourist-oriented developments are encouraged along the east side of State Highway 361. The master development is context-sensitive; respects its environment and supports tourism and nearby residents with the mixture of land uses to be provided. • The property to be rezoned is suitable for uses permitted by the zoning district that would be applied by the proposed amendment. PLANNING COMMISSION AND STAFF RECOMMEND APPROVAL TO THE "CN-1 " NEIGHBORHOOD COMMERCIAL DISTRICT f SUBJECT PROPERTY yYY -S . RO CASE: ZN8435 N WE Aerial View S Subject 12 Property SUBJECT PROPERTY City of Esri, HERE Corpus LOCATION MAP Christi ATE HWY 1 t •T , 704 AT•E HWY 301 PO A ,T 70373 7213 State Highway 361 ZN8120 Ord 033420,07-30-24 "RV"Recreational Vehicle Park 10.72 acres,Not Platted RM-AT STATE HWY 3 1 RT AR,4H ,Tx 7 37 ZN 8435 • "RM-AT"to"CN-1" Rv 1.49 acres,Not Platted ZNJ8'112 ZNJ8435 41 7t1 .STATE H 3 1 P RT AR�ANSAS,Tx 7 T,;r RM•AT SP?Y�1.01 .bus cx,� �o Nreoreroea 1852 AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of October 15, 2024 Second Reading for the City Council Meeting of October 22, 2024 DATE: September 10, 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 11202 Haven Drive CAPTION: Zoning Case No. ZN8441 , MPM Development LLC (District 1). Ordinance rezoning a property at or near 11202 Haven Drive from the "RS-6" Single-Family 6 District to the "RS-4.5" Single-Family 4.5 District and the "CN-1" Neighborhood Commercial District; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval) (6 votes required) SUMMARY: This item is to rezone the property to allow the development of a single-family residential subdivision (136.33 acres) and commercial use (21 .20 acres). BACKGROUND AND FINDINGS: The subject property is a 157.54-acre tract in total in the Annaville area, located at the northwest corner of Haven Drive and Warrior Road. The area is characterized primarily by single-family residences and the Tuloso-Midway High School and sports campus. The properties to the north and west are residences zoned "RS-6" Single-Family 6 District. The property to the east is zoned "RS-6" Single-Family 6 District and consists of the Tuloso-Midway High School and sports campus. The properties to the south are zoned "RS-6" Single-Family 6 District and are made up of agricultural lands with softball and baseball fields. The applicant is requesting to amend the current zoning district to develop the property with a medium-density residential subdivision and commercial development along Warrior Road. Per the metes and bounds description, the development will consist of 136.33 acres of single-family residences and 21.20 acres for retail sales and services. The "RS-4.5" Single-Family 4.5 District allows single-family detached houses and group homes. 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. The "CN-1" Neighborhood Commercial District permits restaurants, apartments, townhouses, overnight accommodation uses, educational facilities, medical facilities, commercial parking, offices, retail sales, personal services, vehicle sales and services, and water-oriented uses. The proposed rezoning is consistent with many elements and goals of Plan CC and Flour Bluff ADP; however, is not consistent with the FLUM designation of Medium- Density Residential for a small portion along Warrior Road, where commercial uses are being proposed. During the permitting process, zoning reviews are conducted to ensure that development compatibility is achieved; through the prescription of Unified Development Code required buffer yard width and points (UDC §7.9.5, 7.9.6), increased setbacks due to height (UDC §4.2.8.D), limitations on hours of operations with certain site features (UDC §7.2.7.B.1 .a), and visual barriers such as landscaping (UDC §7.3.10) and walls to buffer noise generators (UDC §7.9.8.B). Public Input Process: Number of Notices Mailed: 53 notices were mailed within the 200-foot notification area, and 8 outside the notification area. As of October 11 , 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: None. FISCAL IMPACT: There is no fiscal impact associated with this item. RECOMMENDATION (September 4, 2024): Planning Commission and Staff recommend approval of the change of zoning from the "RS-6" Single-Family 6 District to the "RS-4.5" Single-Family 4.5 and "CN-1" Neighborhood Commercial District. Vote Results For: 6 Against: 0 Absent: 1 Abstained: 0 Vacant: 2 LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Zoning Case No. ZN8441 MPM Development LLC, (District 1). Ordinance rezoning a property at or near 11202 Haven Drive from the "RS-6" Single-Family 6 District to the "RS-4.5" Single-Family 4.5 District and 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, 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 21.207 acres of Lots 85 and 86, Artemus Roberts Subdivision as shown in Exhibit "A", from: the "RS-6" Single-Family 6 District to the "CN-1" Neighborhood Commercial District. The subject property is located at or near 11202 Haven Drive. Exhibit A, a metes and bounds description, and Exhibit C, a sketch and map, are attached to and incorporated in this ordinance. SECTION 2. 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 136.332 acres of Lots 86 thru 92, Artemus Roberts Subdivision as shown in Exhibit "B", from: the "RS-6" Single-Family 6 District to the "RS-4.5" Single-Family 4.5 District. The subject property is located at or near 11202 Haven Drive. Exhibit B, a metes and bounds description, and Exhibit C, a sketch and map, are attached to and incorporated in this ordinance. SECTION 3. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011 and as amended from time to time, except as changed by this ordinance, both remain in full force and effect including the penalties for violations as made and provided for in Article 10 of the UDC. SECTION 4. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 5. All ordinances or parts of ordinances specifically pertaining to the zoning of the 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 6. 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 7. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter. SECTION 8. 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 8 Exhibit A MURRAY BASS,JR.,P.E.,R.P.L.S. 3054 S.AL.arvmnA,zip 78404 NIXONM.WELSH,P.E.,R.P.L.S. 361-882-5521-rnx 361-882-1265 www.bass-welsh.com e-mail:muuavir(@aol.com e-mail:nixmwl(agmail.com BASS&WELSH ENGINEERING TX Registration No.F-52 Survey Registration No.100027-00 P.O.Box 6397 Corpus Christi,TX 78466-6397 July 31,2024 CN-1 Zoning Tract STATE OF TEXAS § COUNTY OF NUECES § Description of a 21.207 acre tract of land,more or less,a portion of Lots 85 and 86,Artemus Roberts Subdivision,a map of which is recorded in Volume 3,Page 41,Map Records,Nueces County,Texas and being a portion of a 157.540 acre tract of land described by deed recorded at Document No.2022024084,Official Records of said County,said 21.207 acre tract of land for CN-1 Zoning as further described by metes and bounds as follows: BEGINNING at a point in the east boundary line of said Lot 85,Artemus Roberts Subdivision,for the northeast corner of the tract herein described and of said 157.540 tract; THENCE along said east boundary line of Lot 85 and east boundary line of said 157.540 acre tract, along a line 5.00'west of and parallel to the center line of Warrior Road,S00°43'51'T_1781.71'to a point in Haven Drive for the southeast corner of the tract herein described and of said Lot 85 and of said 157.540 acre tract; THENCE along the original center line of said Haven Drive,the south boundary line of said Lots 85 and 86,Artcmus Roberts Subdivision,along a line 5'north of and parallel to the center line of said Haven Drive and along the south boundary line of said 157.540 acre tract,S89°11'30"W 518.16' to a point for the southwest corner of the tract herein described; THENCE N00°45'29"W 1,613.62'thru said Lot 86 to the point of curvature of a circular curve to the left having a central angle of 100°41'18",a radius of 45.00'and a chord bearing NO2°54'46"W 69.29'; THENCE along the arc of said circular curve to the left 79.08'to a point for northwesterly corner of the tract herein described; THENCE N00°45'29"W 99.84'to a point for the northwest corner of the tract herein described in the north boundary line of said 157.540 acre tract; Metes and Bounds Description,21.207 Ac.,7/31/24: THENCE N89°18'05"E 521.62'along the north boundary line of said 157.540 acre tract to the POINT OF BEGINNING,a sketch showing said 21.207 acre tract for CN-1 zoning being attached hereto as Exhibit"C". ` OF NIXO11 iA�YYEISH � .... kon M.Welsh �osudyE Page 4 of 8 Exhibit B MURRAY BASS,.rR.,P.F,.,R.P.L.S. 3054 S.Al AMP.DA,zrr 78404 N[xoNM.WELSH,P.E.,RYL.S. 361-882-5521—rAx361-882-1265 www.bas-welsh.com a-mail:murravir(aDaotcom e-mail:nixmwl 7(Qwail.com BASS&WELSH ENGINEERING TX Registration No.F-52 Survey Registration No.100027-00 P.O.Box 6397 Corpus Christi,TX 78466-6397 July 31,2024 RS-4.5 Zoning Tract STATE OF TEXAS § COUNTY OF NUECES § Description of a 136.332 acre tract of land,more or less,a portion of Lots 86 thru 92,Artemus Roberts Subdivision,a map of which is recorded in Volume 3,Page 41,Map Records,Nueces County,Texas,and being a portion of a 157.540 Acre tract described by deed recorded at Document No.2022024084,Official Records of said County,said 136.332 acre tract of land for RS- 4.5 Zoning as further described by metes and bounds as follows: BEGINNING at a point in the north boundary line of said 157.540 acre tract which bears S89° 18'05"W 521.62'from the northeast corner of said 157.540 acre tract,a point in the east boundary line of Lot 85,said Artemus Roberts Subdivision,said beginning point for the northeast corner of the tract herein described; THENCE S00°45'29"E 99.84'to the point of curvature of a circular curve to the right having a central angle of 100'41'18",a radius of 15.00'and a chord bearing S02°54'46"E 69.29'; THENCE along the arc of said circular curve to the right a distance of 79.08'to a point for northeasterly corner of the tract herein described; THENCE S00'45'29"E 1,613.62'thru a portion of said Lot 86,Artemus Roberts Subdivision,to a point in south boundary line of said 157.540 acre tract in the original center line of Haven Drive, the south boundary line of said lot 86,Artemus Roberts Subdivision,for the southeast corner of the tract herein described; THENCE along said original center line of Haven Drive,the south boundary line of said Lots 86 thru 92,Artemus Roberts Subdivision,in part along a line S north of and parallel to the center line of said Haven Drive and along said south boundary line of said 157.540 acre tract,S89'11'30"W 3,185.00'to a point for the lower southwest corner of the tract herein described and of said Lot 92, Artemus Roberts Subdivision and of said 157.540 acre tract and being in the east boundary line of Lot 13,Nueces Acres,a map of which is recorded in Volume 11,Page 20,said map records; Metes and Bounds Description,136.332 Acre Tract,7/31/24 THENCE along the common lower west boundary line of said Lot 92,Artemus Roberts Subdivision and of said 157.540 acre tract and said east boundary line of Lot 13,Nueces Acres, N00°45'29"W 974.61'to a point for westerly central interior corner of the tract herein described and of said Lot 92,Artemus Roberts Subdivision and of said 157.540 acre tract and northeast corner of said Lot 13,Nueces Acres; THENCE along the common north boundary line of said Lot 13,Nueces Acres and west central boundary line of said Lot 92,Artemus Roberts Subdivision and of said 157.540 acre tract and common north boundary line of Coverdale Addition,Lot 11,a map of which is recorded in Volume 6,Page 84,said map records and west central boundary line of said Lot 92,Artemus Roberts Subdivision and of said 157.540 acre tract S89°15'57W 308.60'to a point for upper southwest corner of the tract herein described and of said Lot 92,Artemus Roberts Subdivision and of said 157.540 acre tract; THENCE along the upper west boundary line of said Lot 92,Artemus Roberts Subdivision and of said 157.540 acre tract N00°38'15"W 814.38'to a point for the northwest corner of the tract herein described and of said 157.540 acre tract; THENCE N89-18'05"E 3,489.28'along the north boundary line of said 157.540 acre tract to the POINT OF BEGINNING,a sketch showing said 136 2 acre tract for RS-4.5 Zoning being attached hereto as Exhibit C. t pF E f11Xi?k#1.MtELSH 2211 0 4�. '��8UI1� 44 ixon M.Welsh Page 6 of 8 EXHIBIT C TRIANGULAR TRACT, TMISII, Y. 1880, P. 930, D.R. z y V. ROW LINE w STREET ➢ED. FOR a = VARRIOR ROAD = CL WARRIOR ROAD ujwa �_� SOO.43'51'E L 78 L.71 Q ' 20' ROAD �o ami 207 AC.ci DEDICATION, V. q°m I TRACT, RE-ZONE in 3, P. 41, M.R. IS CC C3 , � RS-6 TO CN-1 od — — — — — — — RI CL HAVEN DRIVE (S. LINEE LOT LUTS BS - 92, ARTEMUS Urom ROBERTS SUBDIVISION, V. 3, P. N00`45'29'W 1613.62' 41, M.R.) ➢=100'41'I8' m co R=45.00' P T=54.29, Lj IfY o o C] ni a z rF=NII2.54r+G'Y )0 y W CH=G9.29' o vl v 0_ q I w U u]Vi� as I co r . F— W m cu 'P 0 UJ'-t � V-Pq U�0 OP z Z, fUOC3 U la,1m ,0a�D� mZ n n F-W ry�jC3 m 0 �o�fl � o, J.)Z 0_¢ m 0 T-0 - - - - - - - - - - _ 0 In m m EXHIBIT ' C" L - w SKETCH TO ACCOMPANY METES AND BOUNDS ED DESCRIPTI❑NS z m i 1' = 500' — — — — — — — — — — i; — c! 2 N � o 1 =P L6lQE Km III} 0 — w n a� �m a� u a W� x 1 as Dui xa a ad 0 789V51"1650EP5P W 74.61 I ECES ACRES, 20, M.R. ➢0'N., LOT . 64, N.R. 38'15'W 814.38' 7'W 308,60' —Pve M nor 33, BASS AND WELSH ENGINEERING N V,es,' 3 1a 3' CORPUS CHRIS!,TX r, F P.. 3,, e,R. SURVEY REG. NO. 100027-00, 0 250' 500' 1000' TX ENGINEERING REG. NO. F-52, FILE: EXB-ZONING, JOB NO. SCALE 1'= 500' 21040. SCALE: 1' = 500' PLOT SCALE: SAME, PLOT DATE: 07/31/24. SHEET 1 OF 1 a tigO� ul Lu 1SiylBJ,EC;T PROP,ER�TfY a � z � 0 H'AU,EN�.R a 0 Lu CASE: ZN8441 SUBJECT PROPERTY WITH ZONING W* 5 8e Subject � '�A�9 Property 11 Ape—House Dross I IanOetl H.—,.— A-'A A,.— Daest V-2 Lm N Mushy Dsmc1 A-2 ApsMrtm Mpss6 Dien 12 Neavy vpuspye piye.K.t AB Prdessmnal O1Foe paisn POD PlannN--bp,rKnl AT Apaurnem-roues Geese k-sA One 1-1,Da, N Damn &1 NegM1harlsooC Bussness Datrrsl RIBOne Famh psclNr,y pawn &SA NeyM1bornmd Business DsmR RAC One Fanly Dae dm�e &2 B.Yl 15— "o.DIwIVq Usb 1 s-2A eaeer iwne evsress D�mP kA one Fam+h D.esnp D�smu 8-3 Buunss Drsbrt RE keesitlemutl Ezuse Gsme SUBJECT' B Bu-0— k-Tti I---Ds 11DSe.`I pROPERTY i 8-5 Primary Bviaress D— 5F 5pecsal P.— 8a Prmary BuseressC Daeict T-1A T,,MT,J P,A Dspn BD Darp,,.cnna�ee,en DH:gn DKe r.1e u.n�sama.e Nperr PrY Dwsa Clt}'tlf ' x...�J Esri,HERE - ' F. Farm kural Dame T-1C N�i/amueJ Messe SuAs'Iels"vr He Hsv.u.a.cwmasiar,amen CtlrpuS LOCATION MAP rTu , Christi ZONING REPORT CASE ZN8441 Applicant & Subject Property District: 1 Owner: MPM Development, LLC. Applicant: MPM Development, LLC. Address: 11202 Haven Drive, located along the west side of Waldron Road, north of Don Patricio Road, south of Graham Road, and west of Flour Bluff Drive. Legal Description: 136.33 acres and 21.20 acres of Lots 85 and 86 and Lots 86 thru 92, Artemus Roberts Subdivision Acreage of Subject Property: 157.54 acres. Refer to Attachment (A) Metes and Bounds. Zoning Request From: "RS-6" Single-Family 6 District To: "RS-4.5" Single-Family 4.5 District and "CN-1" Neighborhood Commercial District Purpose of Request: To allow the development of the property for a single-family residential subdivision and commercial uses. Land Development & Surrounding Land Uses Zoning District Existing Land Use Future Land Use Site "RS-6" Single-Family 6 Vacant/Agricultural Medium-Density Residential North "RS-6" Single-Family 6 Low-Density Residential and Low and Medium-Density Vacant Residential South "RS-6" Single-Family 6 Park and Vacant Light Industrial and Park Public/Semi-Public (School) Government and Medium- East "RS-6" Single-Family 6 and Density Residential Low-Density Residential West "RS-6" Single-Family 6 Low-Density Residential,Vacant Medium-Density Residential Plat Status: The subject property is not platted. 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 "Cl" Minor Residential 60-Foot ROW 50-Foot ROW Haven Drive Collector 2 Lanes, 2 Lanes, and "A2" Secondary No Median/Center No Median/Center Turn Lane Arterial Turn Lane Designation Section Proposed Section Existing 60-Foot ROW 50-Foot ROW Warrior Road "Cl" Minor Residential 2 Lanes, Collector No Median/Center 2 Lanes, Center Turn Lane Turn Lane Transit: The Corpus Christi RTA does not provide service to the subject property. Bicycle Mobility Plan: The subject property is adjacent to 4,000 feet of an off-road multi-use trail along the Kingwood Ditch. 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), which was adopted in 2016. ADP (Area Development Plan): According to Plan CC the subject property is located within the Northwest ADP (Adopted on January 9, 2001). Water Master Plan: No improvements have been proposed. The site is adjacent to existing infrastructure. Wastewater Master Plan: No improvements have been proposed. The site is adjacent to existing infrastructure. Stormwater Master Plan: The subject property is adjacent to the Kingwood Ditch. Roadway Master Plan: Improvements have been proposed, which includes the widening of Waldron Road. Public Notification Number of Notices Mailed 53 within a 200-foot notification area 8 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 owners) Public Hearing Schedule Planning Commission Hearing Date: September 4, 2024 City Council 1st Reading/Public Hearing Date: October 15, 2024 City Council 2►,d Reading Date: October 22, 2024 Background: In total, the subject property is a 157.54-acre tract, located in the Annaville area at the northwest corner of Haven Drive and Warrior Road. The area is characterized primarily by single-family residences and the Tuloso-Midway High School and sports campus. The properties to the north and west are residences zoned "RS-6" Single-Family 6 District. The property to the east is zoned "RS-6" Single-Family 6 District and consists of the Tuloso-Midway High School and sports campus. The properties to the south are zoned "RS-6" Single-Family 6 District and are made up of agricultural lands with softball and baseball fields. The applicant is requesting to amend the current zoning district to development the property with a medium-density residential subdivision and commercial development along Warrior Road. Per the metes and bounds description, the development will consist of 136.33 acres of single-family residences and 21.20 acres for retail sales and services. The "RS-4.5" Single-Family 4.5 District allows single-family detached houses and group homes. 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. The "CN-1" Neighborhood Commercial District permits restaurants, apartments, townhouses, overnight accommodation uses, educational facilities, medical facilities, commercial parking, offices, retail sales, personal services, vehicle sales and services, and water-oriented uses. Plan CC (City of Corpus Christi Comprehensive Plan) Consistency: The proposed rezoning is consistent with Elements, Goals and Strategies for Decision Makers: • Housing and Neighborhoods: o New and redeveloped housing is resource-efficient. ■ Support resource efficiency in City-assisted housing, whether new or rehabilitated. o New cost-effective residential subdivisions are established in high-growth corridors to support the demand for new housing. 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. ■ 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. • Corpus Christi has well-designed neighborhoods and built environments. ■ Encourage residential infill development on vacant lots within or adjacent to existing neighborhoods. ■ Support the separation of high-volume traffic from residential areas or other noise-sensitive land uses. ■ Encourage convenient access from medium-density residential development to arterial roads. ■ Screening fences, open spaces, or landscaping can provide an essential buffer between shopping and residential areas. Northwest ADP (Area Development Plan) and FLUM (Future Land Use Map) Consistency: The proposed rezoning is consistent with the Flour Bluff ADP; however is not consistent with the FLUM designation of Medium-Density Residential for a small portion along Warrior Road, where commercial uses are being proposed. 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 several elements and goals of the comprehensive plan; however, is inconsistent with the future land use designation of Medium-Density Residential for a small portion along Warrior Road. • The request to amend the subject property to accommodate residential subdivision and commercial developments is compatible with the present zoning and conforming uses of the nearby property. • The subject property is suitable for uses permitted by the zoning district that would be applied by the proposed amendment. Planning Commission and Staff Recommendation (September 4, 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 from the "RS-6" Single-Family 6 District to the "RS-4.5" Single- Family 4.5 and "CN-1" Neighborhood Commercial District. Attachments: (A) Metes & Bounds Description and Exhibit. (B) Existing Zoning and Notice Area Map. (A) Metes & Bounds Description and Exhibit MuRRAY B.ss,JR.,P.E..RP,L.S. 3054 S.ALAmE.na.zip 78404 NixbNM.Wexsx.P.E..R.P.L S. 361-M2-5521---F,ax361-M-1265 ams.bass-raelshcom e-mail:munwAr@aolwm e-mail:ni=W1[)Rmai1_com BASS&*%TLSH ENGINEERING TY Registration No.F-52 Survey Registration No.100027-00 P.O.Box 6397 Corpus Christi,TX 78*56-6397 July 31.2024 CN-1 Zoning Tract STATE OF TEXAS § COUNTY OF NUECES § Description of a 21.207 acre tract of land,more or less,a portion of Lots 85 and 86,Artemus Roberts Subdivision,a map of which is recorded in Volume 3.Page 41,Map Records,Nueces County,Texas andbeing a portion of a 157.540 acre tract of land describedby deed recorded at Document No.2022024084,Official Records of said County.said 21.207 acre tract of land for CN-1 Zoning as further described by metes andbounds as follows: BEGLNNLNG at a point in the east boundary-line of said Lot 85.Artemus Roberts Subdivision,for the northeast corner of the tract herein described and of said 157.540 tract; THENCE along said east boundary line of Lot 85 and east boundary line of said 15-.540 acre tract, along a line 5.00'west of and parallel to the center line of W-arrior Road,S00 43'51"E 1781.7l'to a point in Haven Drive for the southeast corner of the tract herein described and of said Lot 85 and of said 157.540 acre tract: THENCE along the original center line of said Hazen Drive.the south boundary-line of said Lots 85 and 86.Artemus Roberts Subdivision.along a line 5'north of and parallel to the center lisle of said Haven Drive and along the south bouu dary line of said 157.540 acre tract.S89°11'30"W 518.16' to a point for the southwest corner of the tract herein described: THENCE Lt 00'45'297V 1.613.62'thrn said Lot 86 to the point of curvature of a circular cun-e to the left having a central angle of 100°41'18",a radius of 45.00`and a chord bearing NO2°54'46"W 69.29'; THENCE along the are of said circular curve to the left 79.08'to a point for northwesterly comer of the tract herein described: THENCE NW 45'29"W 99.84"to a point for the north4vest comer of the tract herein described in the north boundary line of said 157.540 acre tract: Metes and Bounds Descrilxiou.21.207 Ac..7131 r4: THENCE ti59"18'45"E 521.62'alonp-the north bomdary line of said 157.540 acre tract to the POINT OF BEGLN- MN. G.a sketch showing said 21.207 acre tract for CNA zoning tieing attached hereto as Exhibit"C". i� f 1. . ...WELSH • 2211 .,' xon M_welsh MuRFAY BAss,JR.,P.E..R.P.L.S. 3054 S.ALAN=D zae 7M4 NLXd)NM.WsrSK P..E..R.P.L.S. 361 2-5521n-FAx36i1-882-1265 n,ww_bas&relshmm e-mail:murraNjr@aoLoom e-mail:nixmcclCigmail_r®m BASS&I-NTELSH ENGINEERING TY Registration No.F-52 Survey Registration No.00027-00 P.O.Sox 6397 Corpus Christi,TX 78466-6397 Jti1G 31.2024 RS-4.5 Zoning Tract STATE OF TEXAS § COUNTY OF NUECES § Description of a 136.332 acre tract of land-more or less.a portion of Lots 86 thrn 92.Artentus Roberts Subdivision, a reap of which is recorded in Volume 3.Page 41, Map Records,Nueces Cohan%Texas, and being a portion of a 157.5,0 Acre tract described by deed recorded at Doctauent No. 2022024084, Official Records of said Connn-. said 136.332 acre tract of land for RS- 4.5 Zoning as further described by metes and botmds as follo"vs: BEGLNNLNG at a point in the north boundan-line of said 15 7.540 acre tract which bears S89° 18'05" '521.62'front the northeast corner of said 157.540 acre tract. a point in the east boundary line of Lot 85.said Artemus Roberts Subdhision. said be ;in ing point for the northeast corner of the tract herein described-: THENCE S00°45'29"E 9 9.8 4'to the point of curvature of a circular curve to the right having a central angle of 10041"18", a radius of 45.00'and a chord bearing 502°5 4'46"E 69.29'. THENCE along the arc of said circuiar curve to the right a distance of 79.O8' to a point for northeasterly corner of the tract herein dle scribe dl: THENCE S0W 45`29"E 1,613.62' thni a portion of said Lot 86.Arteams Roberts Subdivision. to a point in south boundary line of said 15 7.540 acre tract i1r the original center line of Haver1 L7riz.e. the south boundary line of said Lot 86..Artemns Roberts Subdivision.for the southeast corner of the tract herein described: THENCE along said original center line of Haven Drive.the south bowidary line of said Lots 86 thni 92,Artentus Roberts SubdMsion.in part along a line 5'north of and parallel to the center line of said Haven Drive and a1d]ng said South boundary line of said 157.540 acre tract.S89`I i'30"W 3,185.00'to a point for the lover southwest corner of the tract herein described-and of said Lot 92, Artermts Roberts Subdivision and of said 157.540 acre tract and being in the east bcimdary line of Lot 13, Nueces Acres.a map of v,-hich is recorded in Volume 11, Page 20. said map records: Metes and Sounds Description. 136.332 Acre Tract.7r31'24 THENCE along the common lower west boundanr hue of said Lot 92.Artemus Roberts Subdivision and of said 15'7.540 acre tract and said east boundary line of Lot 13.Nueces Acres. NW 45'_'9"XV 974.61'to a point for westerly central interior corner of the tract herein described and of said Lot 92.Artenutts Roberts Subdivision and of said 15'.540 acre tract and northeast corner of said Lot 13,Nueces Acres: THENCE along the common north boundary line of said Lot 13.Nueces Acres and A,vest central boundary line of said Lot 92,Artemus Roberts Subdnision and of said 15'.540 acre tract and common north botuidan line of Coverdale Addition.Lot 11. a neap of which is recorded in Vohune 6.Page 84.said Wrap records and west central boundary line of said Lot 92.Artemus Roberts Subdi-6sion and of said 157.540 acre tract S89°15'57"W 308.60'to a point for upper southwest corner of the tract herein described and of said Lot 92.Artemus Roberts Sub&,ision and of said 15-,.i40 acre tract: THENCE along the tipper west boundary line of said Lot 92.Artemus Roberts Subdivision and of said 1577.540 acre tract N00'38157V 814.38'to a point for the northwest corner of the tract herein described and of said 157'.i 0 acre tract: THENCE N89018'05"E 3.439.28'along the north boundary line of said 157.540 acre tract to the POLYT OF BEGOiNING,a sketch shoeing said 136 If tract for RS-43 Zoning being attached hereto as Exhibit C. a !f 9•�# * a N XU;~4 M WELSH + 2211 f1'��Rettls0. a �0•SUR`�4•� ,�+lixon M. Welsh ISCO'z3'51'E IANGULAR TRACT, 1880, P. 930, R. a y W- ROW LIwC W STREET DFD. FOR WARRIOR RIAO C. 41ARRIF1R RFIAD Li — 1781. 71, u4:� a '"0 iu 21. LC7 A 2C]' lAl] a `D TRACT, RL-ZONE DLEI::AIll% V. A 1 3, P 4 l, M.R. ci OD n, RS- C �'N-1 ,n n — ORIGINAL CL H DRIVE I S. m LINE - 92 LOTS 85 92, ARTEMUS ROBE-RTS SUBDIVISIDN, V. 3, P. u`"'V 30' U 29'W 1613. 62' 41, M R. 3-1CO'41' 16'vL ) ors letT T=54. 29' L1 fa m L=75. 06' Cl cu MITTS°5T-46 Yi °� — w v CH=69- 29' 0 1 (4 ~ " cu v �� <E Qa- C tr) d C OD= F-O m d cr s w 'Y a cu r 0 -Cr Qo J v f 'D -I-- v m N Z A J�C In aC)n �ri �Wcn �cu In a rs v P fe W co C EXr]113 I T A' C" — — — W SKETCH TO ACCOMPANY cnm METES AND EJUNDS Z m q 17ESCf I pT I❑NS y 1' = 500' I � o m 0 4 - _3 v per C/m r `z� d� Zz eu of w cS bi o a El R - 4n U Q - n'n Nuj,45`29-4 974.61' c" LOT :3, VJECES ACRES, V. 1'�, F' 20, M. R. CIIVERDALE ADD'N. , LOT 11, V.61 P. 84, M-R. v0C'38' 15''w 814. 38' g$y'15'S7'W 3F]8, 60' rns- PORTION LOT 23, BhSS AND WELSH ENGINEERING wirers C.ARD'M1S Nf.. P, v. Zy. P.- 3, N.,. CORPUS CHRISTI. Tx Q � Cr ��r �aCpr SURVEY REG. NO. 100027-00, TX ENGINEERING REG, NO. F-52, FILE: EKB-ZONING, JOB NO. SCALE 1'= 5D0' 21048. SCALE: 1" = 500' PLOT SCALE: SAME, PLOT DATE: 07/'31/24. SHEET 1 OF 1 (B) Existing Zoning and Notice Area Map LJLJ - I I 2746}7 495(15251 45 jC; Lli :n rn ;,6242' 7 r 2 jr] xr l_ 1 � s s- a 4 j � 1[I a 15 t7 -- I1AVCfVEC7R _v 42 43 }# r w CASE: ZN844 1 Zoning and notice area ' RN-I Mu l[I'a§Illy' IL tin:u atnal RM Nul11f]mll12 IL 116':y In eua rl8l Rrl-3 Multlran111�9 PJ❑ Plannad LTI:oay.Cv may r, F'rol.asl an a l crncI Rg_Ig SInyIH-Fu rally``-.0 RV-a,MU IHra MI Iy�T R5+3 SlnyJe-F3mlly 6 C.fl-' 1131^ynborllao0::1',-=•�::'. 15.4.5 a1n^yla-Fdmlly-0.5 -11.2 P51(Jnb2rno.:';,'Hn=1:.1 RS-T-Twa-Fastlly C F.- ?=a:-r..-,,n ,�"i Rg-15 31nn16-Fe Tlly?5 r.. '-a' F= Realdan[Ial E.W. RS-T Tawnn3uuG SP tiPecla1 Fe rmll 3y RecrBallCnal'v3n Ic I%P3r8 =EC 1:;:.r=:,',-'c'dl RMH Ma nu'Gelu rye F on FF 1 r -ar s i SUBJECT _ PROPERTY Ka7"c'Uri'iti1TH' �i4"�Y:f i. urcr wtuun roc•tared er y cwrl < C" - H E -. . ' _ tanraoxRsao-�d lS,r cpo CUn (.r,i� .:• c Ti61_ d N)AP i h:'- Zoning Case ZN8441 �h2 MPM Development, LLC. 9 Fs District 1 Rezoning for a property at or near 11202 Haven Drive From the "RS-6" Single-Family 6 District J, To the "RS-4.5"Single-Family 4.5 District „ and the "CN-1" Neighborhood Commercial District SUBJECT PROPERTY l� 1 �F SUBJECT PROPERTY � 1,,V� - �E -LOCATION MAP ■ City Council - October 15, 2024 Zoning and Land Use Proposed Use: To allow a residential subdivision and a commercial y� " 09-18-1962 a development. a ADP (Area Development Plan): V Northwest, Adopted on January 9, 2001 FLUM (Future Land Use Map): uerear Medium-Density Residential PR:O -RTY Existing Zoning District: "RS-6" Single-Family 6 Adjacent Land Uses: North: Low-Density Residential and Vacant; Zoned: RS-6 South: Park and Vacant;Zoned: RS-6 N East: Public/Semi-Public and Low-Density Residential; 09-18-1962 Zoned: RS-6 1 West: Low-Density Residential and Vacant; Zoned: RS-6 Public Notification 53 Notices mailed inside the 200' buffer 8 Notices mailed outside the 200' buffer �y P Notification Area Opposed: 0 (0.00%) SUBJECT Separate Opposed Owners: (0) RS 6 PRO ERTY X os 1 In Favor: 0 (0.00%) aZ as 0 0 N *Notified property owner's land in SQF/Total SQF of all properties in the notification area=Percentage of public in opposition and/or favor. Staff Analysis and Recommendation • The proposed rezoning is consistent with several elements and goals of the comprehensive plan; however, is inconsistent with the future land use designation of Medium-Density Residential for a small portion along Warrior Road. • The request to amend the subject property to accommodate residential subdivisions and commercial developments is compatible with the present zoning and conforming uses of the nearby property. • The subject property is suitable for uses permitted by the zoning district that would be applied by the proposed amendment. PLANNING COMMISSION AND STAFF RECOMMEND APPROVAL TO THE "RS-4.5" SINGLE-FAMILY 4.5 AND "CN-1 " NEIGHBORHOOD COMMERCIAL DISTRICT ®�/�� ��®0�®� III ate, � ��®�► �� �� .�� `��® �� � 0 s m i i pcl- .. SUBJECT PROPERTY • se 0 0 PH NCORPO0.1¢ AGENDA MEMORANDUM ss52 Public Hearing & One Reading Ordinance City Council Meeting October 15, 2024 DATE: October 4, 2024 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, Assistant City Manager heatherh3(o-)-cctexas.com (361) 826-3206 One reading ordinance designating 127.72 acres within the jurisdiction of the City of Corpus Christi as a tax increment financing district to be known as "tax increment reinvestment zone no. 6, City of Corpus Christi, Texas," pursuant to petition by owners of Barisi Village properties; setting a maximum city financial participation and a maximum contribution; and establishing a board of directors for the reinvestment zone. CAPTION: One reading ordinance designating 127.72 acres within the jurisdiction of the City of Corpus Christi as a tax increment financing district to be known as "Tax Increment Reinvestment Zone No. 6, City of Corpus Christi, Texas," pursuant to petition by owners of Barisi Village properties; setting a maximum city financial participation and a maximum contribution; and establishing a board of directors for the reinvestment zone. (6 votes required) SUMMARY: Per Tax Code 311.011(e), this Ordinance and public hearing will designate the reinvestment zone for tax increment financing purposes and create the Board of Directors for the reinvestment zone. Staff has proposed a preliminary reinvestment zone project and financing plan, a copy of which is attached to and incorporated into this ordinance as Exhibit C. BACKGROUND: On October 31, 2023, a presentation was made to the City Council that provided an overview of the developer-petitioned Tax Increment Reinvestment Zone (TIRZ) (Ch 311 Tax Code)to provide incentives for the redevelopment of the former Pharaoh Valley County Club and Golf Club with a mixed-use village-type development. The developer has planned for a 10-12 year build out with an anticipated taxable value of $800 million to $1 billion at completion. The developer is requesting reimbursement for street, sewer, stormwater and water infrastructure; public amenities including structured parking, parks and fountains, public restrooms, village style public plaza and tower, and public wayfinding, signage, and enhanced safety lighting; costs associated with the projects including contingencies, professional fees, general conditions and soft costs; and costs related to the administration of the TIRZ. At completion the development is proposed as a mixed used development consisting of: Residential Multi-Family Units 1350 Townhomes 210 Age Restricted Units 350 Single Family Lots 57 Parking Structured Parking Garages 1,750 spaces Surface Lots 400 spaces Commercial Hotel 120 rooms Restaurant 6,000 Sq/ft Warehouse 20,000 Sq/ft Small Grocery 5,000 Sq/ft Offices 15,000 Sq/ft Retail 50,000 Sq/ft Cafe 1,000 Sq/ft Public Spaces Chapel 6,000 Sq/ft Plaza 10,000 Sq/ft Bell Tower 5,000 Sq/ft Club House 12,000 Sq/ft Banquet Space 5,000 Sq/ft Public, Community & Open Space Amenities Lakes 7 Sports Courts 12 Lazy River Pool Par 3 Golf Course Public Park Community Parks Public Walking Paths Community Room 800 Sq/ft Community Gardens Waterside Boardwalks 6 The reimbursement of the infrastructure and administrative costs will be from ad valorem taxes generated by the increment above the base year value as of January 1, 2024. The valuation for tax year 2023 was $1,265,610 for the 258.9 acres and this base year will be updated to reflect the final appraised value for tax year 2024. The TIRZ will exist until the infrastructure and administrative costs are reimbursed in an amount not to exceed $52,000,000 or a maximum of 20 years, whichever is less. The City's contribution will be capped at $32,000,000 over the 20 years period. The contribution schedule for the City is proposed as follows: Tax years 2025-2033 95% Tax year 2034 90% Tax year 2035 80% Tax year 2036 70% Tax year 2037 60% Tax year 2038 50% Tax year 2039 40% Tax year 2040 30% Tax year 2041 20% Tax year 2042 15% Tax year 2043 10% Tax year 2044 5% In addition to the City, Nueces County will contribute an amount not to exceed $13,000,000 over a 20-year period and the interlocal for this commitment will be considered at today's meeting. Del Mar College has also expressed a desire to participate with a contribution not to exceed $7,000,000 over a 10-year period through an interlocal agreement that will be brought to Council for consideration at a later date. ALTERNATIVES: City Council could choose to not approve the creation of the Zone or amend the zone as presented FISCAL IMPACT: The fiscal impact of developer requested TIRZ would be reimbursements to the developer for select infrastructure and in amount not to exceed $52,000,000 over a 20-year period from the tax amounts generated from the value above the base year. The City's contribution will be an amount not to exceed $32,000,000 or the amount contributed over 20 years, which ever is less. RECOMMENDATION: Recommend approval of the creation of the Reinvestment Zone Number Six. LIST OF SUPPORTING DOCUMENTS: Ordinance Exhibit A Exhibit B Presentation ONE READING ORDINANCE DESIGNATING 127.72 ACRES WITHIN THE JURISDICTION OF THE CITY OF CORPUS CHRISTI AS A TAX INCREMENT FINANCING DISTRICT TO BE KNOWN AS "TAX INCREMENT REINVESTMENT ZONE NUMBER SIX, CITY OF CORPUS CHRISTI, TEXAS," PURSUANT TO PETITION BY OWNERS OF BARISI VILLAGE PROPERTIES; SETTING A MAXIMUM CITY FINANCIAL PARTICIPATION AND A MAXIMUM CONTRIBUTION; AND ESTABLISHING A BOARD OF DIRECTORS FOR THE REINVESTMENT ZONE. WHEREAS, the Texas Legislature has authorized cities to establish reinvestment zones by its enactment of the Tax Increment Financing Act, Chapter 311, Texas Tax Code ("Act"); WHEREAS, Barisi Village LLC, the sole owner of the subject property with the exception of the right-of-way known as Nile, has petitioned the City of Corpus Christi ("City") to establish a reinvestment zone ("Zone"), as authorized by section 311.005(a)(4) of the Act, within the area of the City as described in Exhibit "A," and depicted by map in Exhibit "B," which exhibits are attached to and incorporated into this ordinance; and the City has determined that the petition complies with all requirements of the Act; WHEREAS, the City has prepared a preliminary reinvestment zone financing plan, a true and correct copy of which is attached to and incorporated into this ordinance as Exhibit "C," and has taken and shall take all other actions required under Section 311.003 of the Act; WHEREAS, the preliminary reinvestment zone financing plan provides that the ad valorem taxes of the City constituting its tax increment are to be deposited into the Tax Increment Fund created by this ordinance, and that ad valorem taxes of any other taxing units constituting their respective tax increments may also be utilized for the purposes described in the preliminary financing plan; WHEREAS, in compliance with the Act, the City called a public hearing to hear public comment on the creation of the proposed zone and its benefits to the City and the property in the proposed zone; WHEREAS, in compliance with the Act, notice of the public hearing was published in the Corpus Christi Caller-Times, a daily newspaper having general circulation in the City, the publication date being not later than seven days prior to the date of the public hearing; WHEREAS, the hearing was convened at the time and place mentioned in the published notice, to-wit, on October 15, 2024, at the Regular Meeting of the City Council commencing at 11.30 a.m., at the Corpus Christi City Hall, Council Chamber Room, which 1 hearing was conducted, in accordance with the Texas Open Meetings Act and then closed; WHEREAS, the City, at the hearing, invited and permitted any interested person to speak for or against the creation of the zone, its boundaries, and the concept of tax increment financing; WHEREAS, all owners of property located within the proposed zone were given a reasonable opportunity to protest the inclusion of the property in the proposed zone; WHEREAS, City Council considered all information provided to it relevant to the merits of creating the zone, consistent with the criteria in Chapter 311 ; and WHEREAS, all requirements of the Act have been met. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. FINDINGS. The City Council, after conducting the above-described public hearing and having heard all evidence and testimony, makes the following findings and determinations based on the evidence and testimony presented to it: (a) That the facts and recitations contained in the preamble of this Ordinance are hereby found and declared to be true and correct and are adopted as part of this Ordinance for all purposes. (b) That the Zone is a contiguous geographic area located wholly within the corporate limits of the City. (c) That the proposed zone meets the criteria and requirements of Texas Tax Code §311 .005 because the Zone is an area described in a petition requesting that the area be designated as a reinvestment zone by the owners of property constituting at least 50 percent of the appraised value of the property in the area according to the most recent certified appraisal roll for the county in which the area is located. (d) That the total appraised value of taxable real property in the proposed reinvestment zone and in existing reinvestment zones within the City according to the most recent appraisal rolls for the City, does not exceed 25 percent of the current total appraised value of taxable real property in the City and in the industrial districts created by the City. (e) That the improvements to be implemented in the proposed zone will significantly enhance the value of all taxable real property in the proposed zone and will be of general benefit to the City. 2 (f) That the development or redevelopment of the property in the proposed zone will not occur solely through private investment in the reasonably foreseeable future. SECTION 2. DESIGNATION AND NAME OF THE ZONE. The City Council designates as a reinvestment zone the area described by the metes and bounds in Exhibit "A" and depicted by map in Exhibit "B" to promote development and redevelopment of the area, which development or redevelopment the City Council determines will not occur solely through private investment in the reasonably foreseeable future. The reinvestment zone shall be identified as "Tax Increment Reinvestment Zone Number Six, City of Corpus Christi, Texas" ("Zone" or"Reinvestment Zone"). The Zone shall be informally referred to as "TIRZ #6 Barisi Village." SECTION 3. BOARD OF DIRECTORS. That a Board of Directors for the Zone (the "Board") is established, which consists of up to 9 members. The Board shall be appointed as follows: (a) Under Section 311.009(b), Tax Code, the respective governing bodies of each taxing unit other than the City each may appoint one member of the Board if the taxing unit has approved the payment of all or part of the tax increment produced by the unit into the tax increment fund for the zone. Each governing body may waive its right to appoint a director and is deemed to have waived the right if it has not made the appointment within thirty days of receiving written notice of its right to appoint. (b) The member of the state senate in whose district the zone is located is a member of the board, and the member of the state house of representatives in whose district the zone is located is a member of the board, except that either may designate another individual to serve in the member's place at the pleasure of the member. (c) The remaining members of the Board are appointed by the City Council of the City. All members appointed by the Board must meet eligibility requirements, as set forth in the Act. (d) Terms of Board members, except for the members of the state senate and state house of representatives, are two years. Officers must be appointed as provided in the Act. (e) The Board shall make recommendations to the City Council concerning the administration of the Zone. The Board shall prepare and adopt a project plan and reinvestment zone financing plan for the Zone and submit the plans to the City Council for its approval under Section 311.011 , Texas Tax Code. The Board shall exercise other powers and responsibilities with respect to the Zone only to the extent expressly granted by the City Council by ordinance or resolution. 3 SECTION 4. DURATION OF THE ZONE. The Zone shall take effect immediately upon the passage of this Ordinance. Termination of the Zone occurs on December 31, 2044, at an earlier or later time designated by subsequent ordinance of the City Council, at the time as all project costs, and all tax increment bonds and interest on any bonds, have been paid in full. SECTION 5. TAX INCREMENT BASE. That the Tax Increment Base of the City or any other taxing unit participating in the Zone is the total appraised value of all real property taxable by the City or other taxing unit participating in the Zone and located in the Zone, determined as of January 1 , 2024, the year in which the Zone is designated as a reinvestment zone (the "Tax Increment Base"), as shown in Exhibit "C", the Project and Financing Plan and incorporated in this ordinance. The valuations as of January 1 , 2023, are included in the Exhibit "C" at the time of designation, but must be replaced with the January 1, 2024, valuations once the certified roles are available to the City. SECTION 6. TAX INCREMENT FUND. There is created and established a Tax Increment Fund for the Zone, which may be divided into the accounts and subaccounts, as deemed necessary or convenient under generally accepted accounting principles for government, into which all tax increments, less any amounts not required to be paid into the Tax Increment Fund under the Act, are to be deposited. The Tax Increment Fund may be utilized only for purposes permitted by the Act and managed under the Act. SECTION 7. CITY'S PLEDGED INCREMENT. The amount of tax increment that the City contributes to the Tax Increment Fund for each year of the remaining term is as shown in the table below. The pledged increment does not include any tax collected in accordance with Article VIII, Section 1(c)of the City's City Charter (commonly referred to as the 2+2+2 residential street tax). The City's total contribution will not exceed $32,000,000. Increment Tax Year(s) Percentage 95% 2025 through 2033 90% 2034 80% 2035 70% 2036 60% 2037 50% 2038 40% 2039 30% 2040 20% 2041 4 15% 2042 10% 2043 5% 2044 SECTION 8. IMPLEMENT THE PROJECT PLAN. The City Council finds that the creation of the Zone and the expenditure of moneys on deposit in the Tax Increment Fund, which are necessary or convenient to the creation of the Zone or to the implementation of the project plan for the Zone, constitute a program to promote local economic development and to stimulate business and commercial activity in the City. SECTION 9. SEVERABILITY. If for any reason any section, paragraph, subdivision, clause, phrase, word or provision of this ordinance shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, word or provision of this ordinance be given full force and effect for its purpose. SECTION 10. PUBLICATION. 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 11. This section constitutes a written request by the mayor or majority of the members of the Council for this ordinance to be passed finally on the date of introduction due to emergency. The City Council finds and declares an emergency due to the need for immediate action necessary forthe efficient and effective administration of City affairs; and suspends the City Charter rule that requires consideration of and voting upon ordinances at two regular meetings so that this ordinance is passed and takes effect upon first reading as an emergency measure. PASSED and APPROVED on the day of October, 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary 5 EXHIBITA AREA OF TIRZ NO. 6 Tax Increment Reinvestment Zone #6 Criteria for Zone Creation The area within the zone qualifies for a TIRZ because it suffers from long-term economic stagnation and inadequate infrastructure sidewalks, and street layout. Without intervention by the public sector, private market forces will not be sufficient to generate significant development and redevelopment. Figure 3 Faclors Arresting and hnpainng Development in In addition,the landowner is requesting that the area be the zone designated as a reinvestment zone. Some of the most prominent conditions existing in the Zone that meet the criteria • Defective or unusual conditions of title set out in the Code (§311.005(a)(1))are set forth in Figure 4. (§311.005(a)(1)(G))—restrictive covenants and zoning entitlements 81.802 acres (+/-64%of total area and virtually ALL requiring highly burdensome and development)of the Zone (East of Nile Drive)is in the Qualified arresting public infrastructure Opportunity Zone (census tract 48355002704)and is New spending. Market Tax Credit(NMTC)Qualified. • Predominance of defective or According to the Code,the above-referenced conditions must Inadequate sidewalk and street layout; "substantially arrest or impair the sound growth of the • Sundry unsanitary or unsafe municipality or county creating the zone, retard the provision of conditions; housing accommodations,or constitute an economic or social • Unchecked deterioration of site or liability and be a menace to the public health,safety, morals, or other improvements;and welfare in its present condition and use." Given the existing • Conditions that endanger life or conditions in Corpus Christi,the feasibility for development in property by fire or other cause. the Zone is severely limited.The conditions outlined above will not be overcome or corrected without significant intervention and assistance from the public sector, therefore satisfying the general criteria for creation of the Zone. _ � I 4r- ✓t _ r,nucunauwgp+ Ob.. f I i Figure 4 opportunity Zone Mop Tax Increment Reinvestment Zone#6 EXHIBIT A: Legal Description Y RBAN ENGINEERING April 24,2014 Job No.2612.B4.01 127.72 Acres STATE OF TEXAS COUNTY OF Nl1ECF.S Fieldnotes for 127.72 Acres,more or less,comprised of All of'1'racts 1&2,"Tile Pharaohs Country Club,n map of which is recorded in Volume 33,Page 69,of the Map Records of Nucces County, Texas,together with that portion of Nile Drive,a public roadway,as dedicated in said Volume 33,Page 69 and All of Block 3,Pharaohs Valley Northeast,a nulp o1'which is recorded in Volume 26,pogo 11,of (he said Map Records,said 127.72 acre(tact being more filly described as follows: Beginning on the Southwest R-O-W line of Ennis Joslin Road,a public roadway,the East corner of Block A,Pharaohs Valley Norihcasf,a map of which is recorded in Volume 31,page 55 of the said Map Records,for the North comer of the snid'Fract I and this lracl; Thenco,South 33°46'30"East,with the common line of the said Southwest R-O-W and the Northeast line of the sail)Tract 1,508.39 feet,for n corner this tract and the point of curvature of n curve to(he right,having a Central angle of 25°1517",a radius of 1869.86 feel,an are length of 824.28 feet,a chord bearing of South 21°08'46"Fast and a chord length of 817.63; "Thence,with file said conunon line,with the arc of the said curve to the right,824.28 feel,to the North Corner of'l'rnct 6,Pharaoh Valley Northeast Unit I,a nap of which is recorded in Volume 45, Page 115 of the said Map Records,the Bast corner of file said'fract I,f'or a corner of this tract; 'thence,South 78°03'07"West,with the Northwest line of the said'Tract 6,Tract 5,I'hamoh Valley Southeast Unit I,it map of which is recorded in Volume 42,Page 141,of the said Map Records and Block 2,Pharaoh Valley Carriage Park East'Town-f louses,a mnp of which is recorded in Volume 38, Page 9,of the said Map Records,the South line of the sail)Tract 1,1035.74 feel,for a corner of(ills tract and the point of curvature of a curve to the right,having a Central angle of 40°59'33",a radius of 214.01 fact,an are length of 153.11 feet,a chord bearing of North 81°27'07"West,n chord length of 149.87 feet; Thence,with the North line of the said Block 2,the South line of the snid T'rac(1,with the mo of the said curve to the right,153.11 feet,for a corner of this brae(; Thence,North 60°57'20"West,with lire Northeast line of the said Block 2,Block 1,Phamoh Valley Carriage Park Town-Houses,a map of which is recorded in Volume 33,Page 8,of the said Map Records,the Southwest line of the said Tract 1,820.00 feet,for a corner of this tract and the point of curvature of a curve to the left,having a Central angle of 90100'00",a radius of 140.00 feel,au are length of 219.91 feet,a chord hearing of South 74°02'40"West,it chord length of 197.99 f'cc(; Thence,with the North line ofthc said Block I,the South line of the said Tract 1,with the arc of the said curve to(he loll,219.91 feel,for a comer ol'Ihis tract; xatiun•cyingt2G 12UIJ0110Pf ICI:\Mlil to AND BOUNDSWN 127.72Aacs_bmcdncs Pnge 1"I's (361)854-3301 2725 SWANTNER DR..CORPUS CHRISTI,TEXAS 78404 FAX(361)854.6001 www.urbanena,com TBPE Firm 11 145.TBPLS Firm N 10032400 I Tax Increment Reinvestment Zone#6 Thence,South 29°02'40"West,with the Northwest line of the said Block 1,the Southeast line of the said'1'racl 1,475.00 feel,to the North R-O-W line of McArdlu[toad,for it comer of this tract; Thence,North 60°57'20"West,with the Northeast line of tho said McArdlu Road R-O-W, the Southwest line of the said'I'ract I,360.00 foci,to Enst line of Block 10,Pharnoh Valley Southwest Unit 2,a map of which is recorded in Volume 29,Page 60,of the said Map Records,for a corner of(his tract and the point of eurvauuc of a curve to the left,having a Central angle of 20°38'00",a radius ol'439,48 feel,an are length of 158.27 feet,it chord hearing of North 18°43'40"East,a chord length of 157.41 feet; Thence,with the East line of Lots 15-16,of the said Block 10,the West lino of the said Tract I, with the are of fhe said curve to the left,158.27 feet,for it corner of this tract; Thence,North 08°24'40"East,with the East line of Lois 11-15,of the said Block 10,the West line of the said Tract I,448.44 feel for a corner of this tract and the point of curvature of n curve to the IoR,having a Central angle of 69°22'00",a radius of 32497 Icet,an are length of 393.43 feet,it chord hearing of North 2V 16'20"West,a chord length of 369.84 feet; 'I'Incnec,with the Northeast line of Lots 8-1 I,of the said Block 10,the Southwest line of the said '['met I,with the are of the said Curve to the left,393.43 feel,for a corner ol'this tract; Thence,North 60157'20"West,with the Northeast line of Lots 1.8,of the said Block 10,(Ire Southwest line of the said Tract I,810.00 feet,to the East R-O-W of Nile Drive,for(he West comer of the said Tract I and of this tract; Thence,North 60*58150"West,crossing the said Nile Drive,at 60 feet,pass the West R-O-W of the said Nile Drive,the Northeast corner of Block 19,Pharaoh Valley Southwest Unit I,a neap of which is recorded[n Volume 28,Page 94,of the said Map Records,a Southeast corner of the snid"Tract 2,in till 70.00 feel,for a corner of this tract and the point of curvature of a curve to the left,having it Central angle ol'90100'00",a radius of 585.50 feet,an are length of 919.70 feet,a chord hearing of South 74*01'l0" West,a chord length of 828.02 feet; Thence,with the Northwest line of Lots 3.12,oflhe said Block 19,the Southeast line of the said Tract 2, the arc of(he said curve to the left,919.70 feet,for a corner of this tract; 'I'hcnce,South 29°01'10"Wcst,wilh the Northwest line of Lots 1-3,of the said Block 19,the Southeast line of Tract 2, 199.74 feel,to the North R-O-W of McArdle Road,file Southwest corner of the said Block 19,for a corner of this tract; Thence,North 61°00'00"West,with the said North R-O-W,the Southwest lino of lire said Tract 2,472.30 feel,to the South corner of Black 18,Pharaoh Valley West,a map of which is recorded in Volume 29,Page 100,of the said Map Records,for the West curnur of(lie said Tract 2 and this tract; Thence,North 28°58'20"East,with Southeast lino ofLols 1-18,oftho said Block I8,the Northwest line or the said Tract 2, 1434.11 feel,for a corner ol'lhis tract; TIIclIcc,North 43°1 T48"West,with the Northcast Iinc of t.ols 18-25,said 13lock 18,the Soulhwcsl line of the said'Tract 2,615.54 feet,to a Southeast corner of Block 24,Pharnoh Valley North Unit 2,a map of which is recorded in Volume 32,Page 72,of the said Mnp Records,for a West corner of the said tract 2 and(his tract; 3aC"nvc)ingV6l211r4anOrfI(!I:NIl4lliSAN1)IIOUNI)S%I•N127.72Acres bna.docs Page 2ol'3 (361)854.3101 2725 SWANTNER DR.a CORPUS CHRISTI,TEXAS 78404 FAX(361)854.6001 www.urbameng.com TOPE Firm It 145.TBPLS Firm It 10032400 I Tax Increment Reinvestment Zone#6 Thence,North 29°02'40"East,with the Southeast line of Lots 19-22,of the said Block 24,the Northwest line of ilia soid'fract 2,315.00 feet,for a corner of this tract; 'thence,North 48°53'19"[fast,with Ilia Southeast line of Lot 18,of the said Block 24,ilia Northwest line ofthe said Tract 2,62.49 feel,ror the North corner or Ill is tract; Thence,South 80°47'59"rust,with ilia Southeast line of Lot 16,of the said Block 24,llte Northeast lino of(lie said Tract 2,62.49 feel for a corner of this Irnct; Thence,South 60157'20"East,with Ilia Southwast line of Lots 15-9,ofthe said 13 lock 24,Lots 2- 8,13locks 24,Pharaoh Valley North Unit I,a map of which is recorded in Volume 32,Page 30,of the said Map Records,the Northeast line of the said Tract 2, 1193.12 feel,to the West corner of Lot I A, Block 24,Pharaoh Valley North Unit I,a niap of which is recorded in Volume 53,Page 12,of tho said Map Records,for a corner of this tract; Thence,South 51*51'53"East,with the Southwest line ofthe said Lot IA,the Northeast line of Ilia said'Tract 2,71.95 feet,for a corner of this tract; Thence,North 73120'55"East,with the Southeast line ofthe said Lot IA,Ilia North line ofthe said'Tract 2,85.90 feet,to the Southwest R-O-W line of Pharaoh Drive,ilia East corner of the said Lot I A,for it corner of this tract and Ilia point of curvature of n curve to the loft,having a Central angle of 44°19'45",a radius of 345.00 feet,on are length of 266.92 feel,a chord hearing of South 38°48'57"Hast,a chord length of 260.32 feet; 'thence,with(lie Southwest line of ilia said Phnraoh Drive,the Northeast line of the said'I'ruel 2, with the arc ofthe said curve to the Zell,266.92 feel,for a corner of this tract and ilia point of eurvature of a reverse curve to the right,having a Central angle of 90°00'00",a radius of 10.00 feet,an arc length of 15.71 feet,a chord bearing of South I S°58'50"East,a chord length of 14.14 fear; Thence,with Ilia Wes(line of the said Pharaoh Drive,the East lino of Ilia said'Tract 2,with the arc of the said reverse curve to ilia right,15.71 feet,to the East R-O-W ofthe said Nile Drive,for a corner of this tract; Thence,South 29°01'10"West,with ilia Northwest line ofthe said Nile Drive,ilia Southeast line of the said'I'ract 2,77.00 feel,to the East corner of Block 13,Pharaoh Valley Southwest Unit I,it map of which is recorded in Volume 28,Page 94,of tlic said Map Records,for a corner of this tract; Thence,North 60°58'50"West,with the Northeast line of Lot I,ofthe said Block 13,the Southwest line ofthe said'Tract 2, 125,00 feet,to the North comer ofthe said Block 13,for a corner of this tract; Thence,South 29101'10"West,with the Northwest line of Lots,1-8,ofthe said Block 13,ilia Southeast line orlho said'I'racl 2,640.00 feet,to Ilia West corner of ilia said Block 13,for n comer of this tract; I'hcnce,South 60°58'58"East,wish(he Sa fliwosl line of the said Lot 8,the Northeast line of the said'fracl 2,at 125.00 feet,pass(he West R-O-W ofthe said Nile Drive,in all 185.00 leal,to Ilia Bast R- OW of the said Nile drive,the West line ofthe said'I'racl I,for a corner of this tract; SMuivclingt261211N0IVEWFICMEWS AND IIOl1NU`\FN127.72Acres U"ir.d"cc Page 3oft (361)854-3101 2725 SWANTNER DR.•CORPUS CHRISTI,TEXAS 78404 FAX(361)854.6001 www.urbaiieiix.com TBPE Firm fl 145•TBPLS Firm It 10032400 Tax Increment Reinvestment Zone#6 'Thence,North 29°01'10"lust,with the Southeast Iino of the said Nile Drive,the Northwest Iitic of the said'rrnct 1,5.03 feet,to the West corner of Block 2,Pharaoh Valley Norlhcnst,a map of which i9 recorded in Vohonc 26,Page 11,of the said Map Records,for a comer of this tract; 'I'hmnce with the conunon title of the said Block 2 and the said'I'mcl I,as follows: • South 60°57'20"Bast,125.00 feet,for a corner of(his tract; • North 29°02'40"East,290.00 feet,for a comer of this tract; • South 60°57'20"East, 145.00 foot,for n corner of this tract; • North 29°02'40"East,57.30 Not,to(Ito South R-O-W line of Cairo Drive,for a corner of this tract and the point of curvature of a curve to the Loll,having a Central angle of 34°54'54",a radius of 50.00 feet,as are length of 30.47 feet,a ehord bearing of South 60157'20"East,a chord length of 30.00 feel; • With(he are of the said Curve to the loft,30.47 feel,for it corner of this tract; • South 60°57'20"West,57.30 feel for it comer of this tract; • South 60057120"East,290.00 feel for a comet•of this tract; • North 29°02'40"East,57.30 feet,to the South R-O-W line of Sudan Drive,for it corner of this tract cold the point of curvature of a curve to the Left,having a Central angle of 34°54'54",a radius of 50.00 feet,an arc length of 30.47 feel,a chord bearing of South 60°57'20"Lust,a chord length of 30.00 feel; • Willi the are of the said Curve to the left,30.47 feet,for a corner of this tract; • South 29002'40"West,57.30 feet for a comer of this tract; • South 60157'20"East,290.00 feet for a corner of this tract; • North 29°02'40"East,72.30 feet,to the South R-O-W line of Kanlak Drive,for a comer of this tract and the point of curvature of a curve to the Left,having a Control angle of 34°54'54",a radius of 50.00 feet,on arc length of 30.47 feet,a chord bearing of South 60°57'20"East,a chord length of 30.00 feet; • With Iho are of(he said Curve to the left,30.47 foot,for a corner of this tract; • South 29°02'40"West,72.30 feel,for a corner of this tract; • South 60057'20"East,95.00 Ices,for a corner of this tract and the point of curvature of it curve to the Left,having a Central angle of 90°00'00",a radius of 50.00 foot,an are length of 78.54 feet,it chord bearing of North 74100'00"East,a chord length of 70.71 feel. • Willi the arc of the said Curve to(lie left,70.71 feel,to the West lino of Block 3,I'haraoh Valley Northeast,it mail of which is recorded in Volume 26,Page 11,of the said Mop Records,for a cornor of this tract; Thence,North 29002'40"East,with[lie Southeast line of Lots 34-37,of file said Block 2,the Northwest line of the said Block 3,375.00 feet,to the Southeast R-O-W line of the said Pharaoh Drive, the North cotter of the said Block 3,l'or a corner ol'this tract; Thence,south 60°57'20"Gas[,with the Southeast tine of llw said Pharaoh Drive,tine Nor(IICaS( line of the said Block 3,320.00 feet,to the North cornor of,Block 4,of the said Pharaoh Valley Northeast,the East comer of the said Block 3,flor it comer of this Intel; '\'hence,South 29°02'40"West,with the Northwest line of Lots 1-4,of the said Block 4,the Southeast line of the said Block 3,370.00 foul,to n corner of tho said Tract I,for a comer of this tract mid the point of curvature of a curve to the loll,having a Control angle of 90°00'00",a radius of 50.00 feet,an arc ie nglln of 78.54 feel,a chord bearing of South 15°57'20"East,a chord longth of 70.71 feet; ti:\1unctingVLl2\I11a110fPICIdV�lli'I'IiSAND nDUNDS\FN127.72Acro bmrArMx I1nge4Or$ (361)854-3101 2725 SWANTNER DR..CORPUS CHRISTI,TEXAS 78404 FAX(361)854-6001 www.urbaneng.com TBPE Firm N 145.TBPLS Firm H 10032400 Tax Increment Reinvestment Zone#6 'Thence,with the are of the said Curve to the loft,70.71 feel,for a corner of(his tract; Thence,with the common line of the sad Block 4 and the snid'fract I as follows; • South 60°57'20"East,95.00 feel,for a corner of this tract; • North 29102'40"East,72.30 feel,to the Scull,R-O-W line of Luxor Drive,for a corner of this tract and Ilia point of curvature of a curve to the Left,having a Central angle of 34°54'54",a radius of 50.00 feel,an me length of 30.47 feet,a chord bearing of South 60°57'20"East,a chord length of 30.00 feet; • Will)the arc of the said Curve to(lie left,30.47 feel,for a corner of this tract; • South 29°02'40"West,72.30 feel,for a corner of this tract; • South 74°04'20"East,297.76 feel,for a corner of this tract; • North 29°02'40"East,64.72 feel,to the South R-O-W line of Memphis Drive,for it corner of this tract and the point of curvature of a curve to the Letl,having a Central angle of 34°54'54",a radius of 50.00 feel,an are length of 30.47 feel,a chord bearing of South 60°58'31"Gast,a chord length of 30.00 fact; • With Ilia arc of the said Curvc to the left,30.47 feet,for a corner of this tract; • South 29°02'40"West,57.74 feel,for a corner of this tract; 'Thence,South 74°04'20"East,at 152.25 feet,pass the West corner of Block A,Irharaoh Valley Northeast,n nmp of which is recorded in Volume 31,Page 55,of the said Map Records,ilia Southeast corner of the said Block 4,in all 204.66 feel,for a corner of this tract and the point of curvature of a curve to the Left,having a Central angle of 53'1470",it radius of 387.10 feet,an arc Icngth of 359.69 feet,a chord bearing of North 79'1810"East,a chord length of 346.89 feet; Thence,with the common lino of tho said Block A and the snid'fract 1,the arc of Iho said Curve to the left,346.89 feel,for a corner of(his tract; 'thence,North 52*4170"East,with Ilia Southcast lino of the said Block A,the Northwest line of Ilia said Tract 1,239.89 feet,to the Point of Beginning,containing 127.72 acres(5,563,545 square fact)of land,more or less. Bearings based on the record plat of The Pharaohs Country Club,a map of which is recorded in Volume 33,Pago 69,of the said Map Records,(not based on an on-the-ground survey), Unless this Field Notes Description,including preamble,seal and signature,appears in its entirely,in its original form,surveyor assun)cs no responsibility or liability for its accuracy. Also reference accompanying sketch oflracl described herein. OF URBAN ENGINEERING P��o1's Y�••F. /A KEITF44 IW 1NOOLEY Keith W.Woolcy,R.P.L. S483 r 9A 9°Fess(o`:P: / License No.5463 � SaSurrcying@(1211!•IUI10199CIiNtIilla ANU❑nllNntill'N127.72Acrcs_bnv.duc� I'ngc 9 of 5 (361)854-3301 2725 SWANTNER DR..CORPUS CHRISTI,TEXAS 78404 FAX(361)854-6001 www.urbanene.con) TBPE Flrm 11 145.TBPLS Firm li 10032400 EXHIBIT B MAP OF TIRZ NO. 6 Tax increment Reinvestment Zone#6 tea.,rr.y,..n•.,v..,sfw.p ,�•Ka, ,1,r7 H r,•1 .y .. yr.r�w a—.�1•.M�`h r 4 ♦� �r r1v } 7 t Figure G Aproximato 17RZ Geographic Boundary 2ea5:e 2zee99 2444+2 21!0:0 0t1197 40G . 170918 ' 23•0 122e0D/ : :1419e'zw3/1 N4 ,I ! 2� t 223 eD7 254407 j65i97 71t424 234(02 2pt'?1 O rI Clccll It to-nol,iI1 28151701 °111PIA2 144L7 +441:2 27Gla 28425 1202144(0 214171 '201-0 20450P OJ.nC1 II3M*:('-r1';1 LL-GC UX DI1 2E0004 214200' `14411 ld9nlAlca1101U 2812E4.20424s 2a43E7 Midi)aufln°ss As"1111 7eeh17 0.4"1 I494 294356 Prr'Petry iumb2La12;01J a :04:a auti. NxIB 2t4214 r,e1'IArn,AllavrnRum0e1:AY,i 8;i1t4)lto zP,ePJ' •1a79 2e.)52 1n'2a1094cnpum;EH.I;=,�H •LLEIIIEPb za4n, a14n,7 280216 _ ...rl-.pr.,r1 i.0�!nTRr r.LU[LHiS FAR 4 :1{377 2W0039 7 214491 ata707 2847,, '!.441 1 'A" 2,4707 214727 S1A19 Co-I:F 1 14718 2f4419 aW2, A,Wfass�7111 PF,F.:.r•1Dra C',RP119 22.717 ' 77 2t477J :,4t.1 01417 r14.71'II(' :A47e: 744622 24404 2Y,441 IJ>111 Inni0t011ons"_,3 C 4,010 JR� 2t40i4 214773 2147r3 28.409 1144.0 Fr.I :P Wilt 2t45Yi 24471: 2944-4 29021 2.1015.M Y4471 •14449 ApGtale9A Vitus:tl- IM23D0) 2841.4 34f77 2844N 214•11 II9NIIbVlll0o-1 PH R=,•w•...l E'f llc,b`•,; =44t5 294402 314• >,1 2f4712 :•44s) 21.4ir AA91f.1[I L'oAA =., .+4-90 2144fa M-M. :,4 29171/ 214738 2:4503 .e<71) P46y°• 2P4E,1G 2149Ji •�.�s4 •Maa4. 214t10 A 4612 1 hAsko -2t452. -441506 214614 2140N 6472J1 21i531 2E457e244AA.%.2t4AN a1441! �a.. 4943{1 204070 294°2n 4, .NO2o 204071 214:1. 12t40t7 6o71eo 2.06824 24'"1 71N72 41-C 9 21Y.3. 284500 to a 2U9)1 M022 20.t 5tM 294181 0 2P•6t2 214057 OU 214470 214012 ,140.�] 4 :65031:a6P61 CJntT7.2tfEG 120400 2d!t70 205811 20!tal':05650 +t42E1 2t40,! t 2000QBt10 2t51/8 21!8i8 1 ;' 206810 20E841'206t01 211,40 224514 :JEDtO 200940 215110 '2et1W 22a019:µ516 :H24U 21!B40 .• 2t6tt1 �a5D12 242417 i,,}t4C G 11 7sa0Y. 2°!aN 226011 :W12 24:f4'P 200103710 2s0007 24990:`eE00j' M2421 :e!OCL p`20502g,MW,.' 47•7t50 2�42475 IY3GdDlD1f s. •'.7l61%3A $12424 N2 40 1124' OASA:T,; 2424)3 242487 24217( 0. i f: 28404 ` Figure 5 Nueces County Appraisal District Property In(onnetion EXHIBIT C TIRZ NO. 6 PRELIMINARY FINANCING PLAN Tax Increment Reinvestment Zone #6 Preliminary Project & Financing Plan Barisi Village, Corpus Christi, Texas F A Prepared for: The City of Corpus Christi PO Box 9277 Corpus Christi, Texas 78469-9277 24a-9 July 2024 Tax Increment Reinvestment Zone#6 Preliminary Project & Financing Plan Contents 1. Introduction 4 1.1. Purpose of a Tax Increment Reinvestment Zone 4 2. Project Plan 5 2.1. Criteria for Zone Creation 6 2.2. Existing Tax Increment Financing Districts in the City of Corpus Christi 7 2.3. Description of the Tax Increment Reinvestment Zone#6 7 2.4. Existing Zoning and Land Use Guidelines Applicable to TIRZ#6 9 2.5. Taxing Jurisdictions Applicable to TIRZ#6 9 2.6. Proposed Changes:Master Plans,Zoning Ordinances,& Building Codes 9 2.7. Relocation of Displaced Persons 9 2.8. TIRZ Phasing 9 3. Project Plan Improvements 11 3.1. Eligible Project Costs 11 3. Public Facility and Public Space Enhancements 11 4. Project Plan 14 4.1. Existing Uses and Conditions/Boundaries§311.011(b)(1) 14 4.2. Municipal Ordinances§311.011(b)(2) 16 4.3. City Planned Improvements(Non-Project Costs)§311.011(b)(3) 16 4.4. Relocation§311.011(b)(4) 16 5. Reinvestment Zone Financing Plan 17 5.1. Estimated Project Cost Description§311.011(c)(1)and Kind,Number,and Location of TIRZ Improvements§311.011(c)(2) 17 5.1.1. Public Improvements, Facilities,And Infrastructure 17 5.1.2. Administrative Costs 19 5.2. Economic Feasibility Study§311.011(c)(3) 19 5.3. Estimate of Bonded Indebtedness§311.011(c)(4) 19 5.4. Timing of Incurring Costs or Monetary Obligation§311.011(c)(5) 19 5.5. Method of Financing and Sources of Revenue§311.011(c)(6) 20 5.5.1. Sources of Funds 20 5.5.2. Sources of Revenue 21 5.5.3. Method of Financing 2224 Page 2 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan 5.6. Current Appraised Value§311.011(c)(7) 22 5.7. Estimated Captured Appraised Value§311.011(c)(8) 22 5.8. Duration of the Zone§311.011(c)(9) 2223 6. Appendices 2324 6.1. Appendix 2324 Market and Economic Feasibility Study 2324 6.2. Appendix B—Projection of New Development and Taxable Assessed Value 3334 6.3. Appendix C—Estimated Non-Financing Costs 3435 7. EXHIBIT A: Legal Description 5566 Page 3 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan 1 . Introduction This Project Plan for the creation of a Tax Increment Financing Zone #6 (the "Project Plan") contemplates a Tax Increment Financing Zone over a 127.72 acre portion (the "Site") of the city that includes the former Pharaoh Valley Country Club area along Ennis Joslin on its eastern edge, Pharaoh Drive to the north, Delta and Clarion Drives on its western border, and McArdle, Aswan, Hathor, and Rock Creek Drives along the southern area of the TIRZ (hereafter referred to as "TIRZ#6"). The landowner of the property is Barisi Village LLC. The landowner is requesting the City of Corpus Christi the "City"), Nueces Count the "County"), College District "Del Mar" ( y ), y ( y ), and the Del Mar Colle ( ) participate in the tax increment reinvestment zone to help fund sundry infrastructure improvements, as further defined herein, to be located within the development. The duration of the zone is projected to be 20 years, with the TIRZ in existence through 2044. 1 .1 . Purpose of a Tax Increment Reinvestment Zone A tax increment reinvestment zone (a "TIRZ") is a tool that local governments can use to incentivize needed improvements and infrastructure within a defined geographic area. These critical improvements are primarily undertaken to promote the viability of existing businesses and to attract new commercial enterprises. The cost of eligible improvements is repaid by the contribution of future tax revenues by each taxing entity that levies taxes against the property. The additional tax revenue that is received from the affected properties after the creation of the TIRZ is referred to as the tax increment. ar Each taxing entity can choose to /4tx dedicate all, a portion, or none of the a, togeneraun tax revenue that is attributable to the M Incremental increase in property values due to g Growth the improvements within the TIRZ to Tax Increment goes to TIRZ i this zone. Each taxing entity determines what percentage of its tax increment it will commit to repayment of the cost of financing the public improvements. Time Creation Termination This Project Plan and the feasibility of TIRZ of TIRZ analysis attached hereto as Exhibit A is Figure 1 How Tax Increment is Calculated required by state law. This Project Plan is designed to meet the legal requirements of designating a TIRZ.The statues governing tax increment financing are in State of Texas Tax Code (the "Code") Chapter 311. To assist the City and the other taxing entities in understanding the overall financing plan, we have included preliminary revenue projections which assume that other taxing entities participate in the TIRZ on an equal basis to the City. Page 4 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan 2. Project Plan The purpose of TIRZ #6 is to finance the construction of public facilities and infrastructure vital to catalyzing residential and commercial development within the boundaries of the zone. In addition to the public benefits that these investments are expected to yield, many are also required for any planned development to comply with detailed deed restrictions and zoning entitlements that restrict the uses of the Site. Expenditures associated with the design and construction of public infrastructure, as well as other specific project-related costs, will be funded by tax increment revenues derived from increases in property values following new residential and commercial development, which will result from the investment contemplated herein. Barisi Village is envisioned as a fully-featured, publicly accessible and beneficial European-style village. This design is in line with the Developer's vision, mandated zoning entitlements, and deed restrictions, as well as consistent with the Developer's track record of delivering similar, high-quality projects. This transformative development aims to create and enhance prominent public spaces, attracting a wide range of community members who are expected to gather and spend time in these revitalized areas. The infrastructure and capital costs associated with the development will be financed with private capital. It is the intent of the Developer to enter into an agreement with TIRZ #6 to receive reimbursement for investments made from revenues generated by TIRZ#6. Figure 2 Illustrative Barisi Village Project Phasing Plan Page 5 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan 2.1 . Criteria for Zone Creation The area within the zone qualifies for a TIRZ because it suffers from long-term economic stagnation and inadequate infrastructure sidewalks, and street layout. Without intervention by the public sector, private market forces will not be sufficient to generate significant development and redevelopment. Figure 3 Factors Arresting and Impairing Development in In addition, the landowner is requesting that the area be the Zone designated as a reinvestment zone. Some of the most prominent conditions existing in the Zone that meet the criteria • Defective or unusual conditions of title set out in the Code (§311.005(a)(1)) are set forth in Figure 4. (§311.005(a)(1)(G))—restrictive covenants and zoning entitlements 81.802 acres (+/- 64% of total area and virtually ALL requiring highly burdensome and development) of the Zone (East of Nile Drive) is in the Qualified arresting public infrastructure Opportunity Zone (census tract 48355002704) and is New spending. Market Tax Credit(NMTC) Qualified. • Predominance of defective or According to the Code, the above-referenced conditions must inadequate sidewalk and street layout; '.substantially arrest or impair the sound growth of the • Sundry unsanitary or unsafe municipality or county creating the zone, retard the provision of conditions; housing accommodations, or constitute an economic or social • Unchecked deterioration of site or liability and be a menace to the public health, safety, morals, or other improvements; and welfare in its present condition and use." Given the existing • Conditions that endanger life or conditions in Corpus Christi, the feasibility for development in property by fire or other cause. the Zone is severely limited. The conditions outlined above will not be overcome or corrected without significant intervention and assistance from the public sector, therefore satisfying the general criteria for creation of the Zone. lugnd Futuro Land UM Type xx / _6a4wrM / Mpun DMr N.bYr _rqn DM./r Ru.r.rr -TrrwMotrr[NN 1 Inr.pvWM Y�V ti„�n. r •„ •.• , CAI.OwwI Gn+wcdr ' ' cI!t.Wor.erimOcvmrrr 1 ON Oik. 't•O r• I M.1 rrll.f'4/b rM ' w RSObynfnr,e R61r rw/Mr Figure 4 Opportunity Zone Map Page 6 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan 2.2. Existing Tax Increment Financing Districts in the City of Corpus Christi There are existing TIRZs in Corpus Christi. According to state law, cities with more than 100,000 residents may not create a new TIRZ if the total appraised value of taxable real property in the new reinvestment zone and in the existing reinvestment zones would exceed 25.0 percent of the total appraised value of taxable real property within the city and its industrial districts. In addition, a TIRZ may not be created if more than 30.0 percent of the property in the new TIRZ (excluding publicly owned property) is used for residential purposes at the time of designation. The TIRZ#6 complies with these state rules. Table 1 Existing TIRZ Districts in Corpus Christi • - D. Source - 2023 Assessed Value, Certified City of Corpus Christi— Real Property $42,491,547,611 Totals-Report,-NCAD TIF#2— Padre Island $911,213,858 2023 Assessed Value, Certified Totals Report, NCAD •------------------------------------------------------- ------------------- ----- ------------------------- TIF#3- Downtown $1,054,192,568 2023 Assessed Value, Certified Totals Report, NCAD -------- ------ ------ --------- TIF #4—North Beach $300,407,411 2023 Assessed Value, Certified Totals Report, NCAD ----------------------------------------------------------------------------------------------- ------------------------- TIF#5 - BoCo $1,098,190 ; 2023 Assessed Value, Certified •-------------------------------------------------------------------------------- ---------------- Totals Report, NCAD Total TIRZ $2,266,912,027 - ------------------------------------------ ----------------------------------------------------------------- T/RZ as%of Corpus Christi Total 5.3 2.3. Description of the Tax Increment Reinvestment Zone #6 The TIRZ #6 will cover approximately 127.72 acres (including roads and right of way). The 2023 baseline assessed property value of the TIRZ is approximately$1,270,541. The base year of the TIRZ will be based on the value as of January 1, 2024. The documents will be amended to reflect this value once tax year 2024 appraisal values have been published. Table 2 Existing Land Use of TIRZ#6,NCAD(2023) City of • • AcreageLand Use Assessed Value Commercial Land 126.561 $1,270,541 Total 126.561 $1,270,541 I I City of Corpus Christi $7,620.38 Nueces County $3,016.41 Del Mar JR College $3,011.21 Page 7 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan ue van va,rT ax Dwa nwfAon' t c1/ ,MeavchhM:l.+�:and suafD Wdrga f� i'eissM: 16,91E.EE'.Feat .( h•. Mea; lib.lE',be ill •i� 5 Figure 6 Aproximate TIRZ Geographic Boundary �30~ OD29 2 +•T 28a41 -2 1 28439 284409 _2a6p3p 228094 . 284398 2&i343 3 2�80p1 2H4 �z607 adz s4;0�84 4 / Property Information(284500) E— 1 C 65907 294424 44 2,IV` T j. 39 284387 84422 2844C0 284371- 278�� 2943ad ^81420 ;z 4 b 2B43e9. Owner Name:BARISI VILLAGE LLC Sty I___4 $y3ap si4te 28�" ,346 244387, Doing Business As:Null 84a�-a ?8a 84 n� 264385 „ Property IdentificationNumbec284500 . +7e' 44 8'4 /3 284384 F•4A Geo Identification Number.6637-0003-0010 4aeQ 2847 4 / ! 2843d23 38021e Legal Description:PHARAOH VALLEY N E BK 200093947 / 4377 284261 3 6 PHARAOH COUNTRY CLUB LESS POR 2 �/-- 4'107, TO ROW ,` 2s47 s4'do State Code:F1 aa93' 284716475 ��72j��— 28401) 3aoz1 Address:7111PHARAOHDRCORPUS _ rt47 1-.Z84 2'.45.1. 28444t. CHRISTI,TX 78412 2iv zt4 45zz 211447z 214"4 .- Taxing Jurisdictions:CO3.CAD.GNU.JRC. �d7 284739�8�7 •,rr 2eaa59 r RFI,I.SE,HOSP 2e46 a525 zA4a70 zBs ai44a Appraised Value:NIA z84721 84447a Neighborhood:PHARAOH VALLEY NE 8 SW MM93050 { 284477 264114 -284451 2847 4 2 ..528, ` 284492 28M A 7 244485 284ar7 Abstract Code:56637 --- _94488 284ard 4711(� 4! 4� 4443 + 11 Pioperty Detail Zoom In 4409 Y,u Z 4 4` L_ Q4 �� ... 4�5)45 U 284049 4612. \E 510 / 2ea06Q` �Ir�t -_ 4 1 _d R7si-2, � 4- 44506 '2 ��z84aEf. 4'4sa027 \ /I 2848:x 284D28 4 1 / 2 4a7? 284849.2H4d3.' 2 2i l'" 284LEE 284600 98910 28a031 full 284057 � 55$/6_6 a44va 244452 1 2aao3z 062a jsg� tla3�'/, 7p 2aadz7,.z 446 2 4 2 �p. ¢fi4' 6h64 1�.0 1, t 2 48 9 BOIB 5896 2 2668t 5843 1 .8�99 / �2141 9 46 4 248/�g ? Q 1.�2d59/3 2a241; .84815 :I284037 7- 2a5911 242419 / 2a2a1�1�. a {r �1•® 0010373 Q$SHOi 265885 2a5903 2,4,121 �'� L 242450 �? 266805 :'2�ZJp�/2d),'40 S4� 2i2424 242445 242475 �4 ®U �f 182• 'f,.TS .!42433 242<57 242479 p 2846a4 Figure 5 Nueces County Appraisal District Property Information Page 8 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan 2.4. Existing Zoning and Land Use Guidelines Applicable to TIRZ #6 Existing City of Corpus Christi land use, zoning guidelines, and policies would apply to all properties within city limits. Current zoning is a PUD overlay prescribing a"European village with buildings placed near the street right-of-way and mixed-use buildings resulting in a pedestrian-oriented development." This village is required to include a "Principal plaza," "Lakeside sidewalks with potential gathering spaces," "Pedestrian-oriented design," "Shared and off-site parking" including a requirement that not more than 50%of parking spaces provided on the Site be provided in well-landscaped surface parking lots, and strict "Architectural requirements." It is required by binding restrictive covenant and zoning ordinance to build high-intensity structured parking and premium quality and high- density developments on this site. The restriction can only be met by adopting a TIRZ ordinance, such as this. 2.5. Taxing Jurisdictions Applicable to TIRZ #6 The Barisi Village TIRZ#6 is located within the following taxing jurisdictions: • City of Corpus Christi • Nueces County • Del Mar College • Nueces County Hospital District • Corpus Christi Independent School District • Farm to Market Road District 2.6. Proposed Changes: Master Plans, Zoning Ordinances, & Building Codes There are no anticipated changes to the master development and zoning ordinances. 2.7. Relocation of Displaced Persons This plan does not call for nor anticipate the displacement or relocation of persons for the proposed projects. 2.8. TIRZ Phasing This multi-phase village-style project aims to revitalize the area as a community-driven village-style neighborhood with necessary and legislatively required infrastructure improvements, enhanced pedestrian environment, and market-leading visual quality. Starting with the first phase of the project, Barisi will enable critical infrastructure for housing development and community-focused commercial uses and encourage new development and investment in the zone and beyond into future phases and those areas outside of the immediate TIRZ area. The duration of this TIRZ Project Plan is 20 years from its effective date, unless terminated earlier by ordinance or order of the governing body. However, the developer may request an extension of the TIRZ Project Plan or initiate a subsequent TIRZ zone for subsequent phases of the project, subject Page 9 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project & Financing Plan to approval by the governing body and compliance with all applicable laws and regulations. The extension request or incremental TIRZ Project Plan must be submitted at least one year before the expiration date of this TIRZ Project Plan and must include a detailed description of the proposed scope, budget, timeline, and benefits of the additional phases, in compliance with the Code. Page 10 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan 3. Project Plan Improvements TIRZ#6 will provide support for catalytic infrastructure and economic development projects that will facilitate the development of properties within the Zone. The qualities on offer in the proposed Barisi Village will represent an unprecedented asset for members of the community and a long-term source of economic prosperity for both the community and the taxing entities that are being asked to participate in this TIRZ#6. In addition to these imperative public infrastructure improvements, the Developer is also seeking reimbursement for numerous improvements on the site to local drainage systems, retaining ponds, and other improvements which aid the environmental health of effluent water by filtering. Nearby properties have seen meaningful consequences of the neglect of this property—from safety issues relating to dumping, trespassing, and visual pollution to rapid declines in their property values. This Barisi Village project will provide lighted trail systems, additional eyes-on security, streetscape enhancements, village-style amenities for the enjoyment of nearby communities, and knock-on economic growth to surrounding businesses and residences. 3.1 . Eligible Project Costs 1. Infrastructure Improvements This category includes structured parking, water, sanitary sewer and stormwater improvements, roadway and street intersection enhancements, public transportation, relocation of aboveground utilities, public sidewalks, etc. 2. Parks & Streetscape Enhancements This category includes gateway features, linear parks, corridor landscaping, public plazas, etc. 3. Public Facility and Public Space Enhancements This category includes wayfinding, signage, lighting, public restrooms, and public safety amenities. 4. Non-Project Costs It is not possible to quantify other non-project costs at this time, other than to say that they are anticipated. However, these costs should not exceed TIRZ#6 revenue less other costs delineated in the project plan. Consultants, engineers, surveyors, and other costs incurred not related to the other categories and other unforeseen costs are included in this category. 5. Administration & Implementation Administration costs, including reasonable charges for time spent by City of Corpus Christi employees, will be eligible for reimbursement as project costs. In addition, this category includes City costs associated with creating the TIRZ. Total anticipated project costs of up to $52,000,000 will be eligible for reimbursement from all eligible project categories. Page 11 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan The Market and Economic Study indicated the nature of the intervention and assistance needed to spur economic growth in different areas of the Zone.The dilapidated golf course has become a burden to the Pharoah Valley neighborhood and the entire community. Overgrowth of the property led to litter, animals and even homeless camps, this has negatively impacted home values for the neighborhood. On top of the dangerous conditions of the property, the drainage way for Pharoah Valley is currently a creek that has become congested with debris and invasive vegetation. The developer has, in recent months, remedied portions of this issue, but additional resources are required to permanently + resolve this infrastructural failing.This project will improve city t drainage for the area as well as add retention ponds that will reduce the strain on the 3 drainage culverts under Ennis a Joslin Rd. d w ;' r dr TIRZ #6 represents a strategic response to the economic stagnation and subpar infrastructure currently afflicting the (Figure 7 One of numerous homeless encampments Pharaoh Valley neighborhood and its surroundings. This found after land acquisition innovative mechanism presents a much-needed solution, as these challenges would persist unaddressed by private market forces alone. This sort of public sector support is also required to comply with the current deed restrictions and PUD zoning ordinance,which requires significant investment in public infrastructure and market-leading finishes to buildings. The facilitation of infrastructure enhancements and the stimulation of economic development within the zone, enabled by TIRZ #6, will pave the way for the realization of Barisi Village. This landmark development signifies an unmatched community asset, delivering an unparalleled blend of amenities to residents, while fostering enduring economic prosperity for the participating taxing entities. The suite of projects driven by TIRZ#6 delivers an array of public benefits: • improved local drainage systems for efficient water management • filtration of effluent water for environmental health • safely illuminated trails,and aesthetic upgrades to the streetscape • support the establishment of village-style amenities benefitting the broader Coastal Bend community • Public plaza(required by zoning restrictions)and maintenance • robust multi-modal transportation network and structured parking required by the site's entitlements • Increased density from highest-and-best use of critical infill site for additional housing stock • a public nature preserve • a golf course • Landscape and park maintenance, public restroom improvements and maintenance, litter pickup and street sweeping • Wayfinding,signage,and lighting These initiatives will significantly enrich the local living experience. The zone is expected to be one of a variety of planned funding sources and programs that will be acting in concert to accomplish a changed public environment in the area. By improving and maintaining public spaces with a high level of service, plus increasing density through structured parking, the zone and the other programs will encourage the development of new land uses. The intended result is that Barisi Village will become a vibrant and economically vital urban waterfront district with a variety of tourist, entertainment, Page 12 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project & Financing Plan residential, retail, and lodging uses that serve the entirety of the Corpus Christi and Coastal Bend community. Page 13 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project & Financing Plan 4. Project Plan 4.1 . Existing Uses and Conditions / Boundaries §311.011(b)(1) The Zone includes approximately 127 acres wholly within the City of Corpus Christi. Its boundaries encompass all of the old Pharoah Valley Golf Course. The proposed boundaries and land uses within the Zone are shown in Figure 10.The existing conditions within the Zone are shown in the aerial photo in Figure 11 and described generally below. A legal description of the Zone with a specific accounting for the proposed boundaries is given in Exhibit A. The site is located approximately a mile and a half from Texas A&M University of Corpus Christi (TAMUCC) and approximately 7 miles from downtown Corpus Christi and 7 miles from Padre Island. Ennis Joslin is used by TAMUCC students and professors for their commute to campus as well as daily commute for downtown business and travel and recreation to Padre Island—this site is along the entry route that drove of TAMUCC current and prospective students and faculty travel down, making it one of the most viewed empty lots in town despite its significant economic headwinds. Figure 8 Illustrative Barisi Village Project Land Use Plan Page 14 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project & Financing Plan vetlr vaiwn Gh nwT nwlm v-oK wvne wn,m rw vrnea>vz 941nv..f .1 r. n. fun:.eoe,. � n + v v A i Figure 9 Existing Conditions Corpus Christi is in vital need of more housing options, especially with a centralized location. This development offers a wide variety of housing. A project like this will give more options for housing and a location that is more convenient and desirable for a larger market spread. Pharoah Valley Golf Course failed approximately 12 years ago after years of declining maintenance and use. This precipitated over a decade of overgrowth and disrepair on the site. Following the developer's acquisition of the site, the former club house has been demolished as well as several of the warehouses and restrooms on site. Nearby homeowners have been requesting help for years on the property and have in many cases needed to maintain areas like the old tennis courts themselves so that they can keep using them. The Developer has since cleaned the site and mowed the full 127 acres multiple times. The City of Corpus Christi shows on their Figure 10 Former tennis facility of Pharaoh Valley Golf Course GIS maps that the creeks that bisect the site are storm water drainage for the Pharoah Valley neighborhood. These creeks were, at one time, maintained by the City, but have recently lacked mowing or cleaning, leading to negative drainage conditions. This also causes congestion and trash build up in these drainage areas. This proposed project will add more retention Page 15 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan ponds and drainage solutions for the property and aid the storm water runoff situation from the Pharoah Valley Neighborhood. Existing ponds used to be filled by effluent from the nearby water treatment plant. The existing pipelines are still intact on site. Though currently outside the scope of this Plan, the Developer is also requesting effluent to keep water levels constant and will help with the water treatment plants need to offload effluent. The ponds will further increase water quality from the treatment plant and represent a clear improvement over the current effluent offload into Oso Bay. 4.2. Municipal Ordinances §311.011(b)(2) The City is not contemplating any specific changes to municipal ordinances as part of any projects to be undertaken by the Zone. 4.3. City Planned Improvements (Non-Project Costs) §311.011(b)(3) Other than those routine maintenance activities undertaken by the city to maintain drainage channels on the Site, no City planned improvements exist. 4.4. Relocation §311.011(b)(4) No relocation of existing residents is anticipated to be required as a result of the Zone's projects. Page 16 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project & Financing Plan 5. Reinvestment Zone Financing Plan 5.1 . Estimated Project Cost Description §311.o11(c)(1) and Kind, Number, and Location of TIRZ Improvements §311.011(c)(2) The Zone is anticipated to engage in projects that will support the types of development and economic activity projected in the Market and Economic Feasibility Study (Appendix A) as well as contribute to the image and attractiveness of Corpus Christi on a local, regional, and national level. In addition, the Zone will contribute funds to reimburse appropriate parties for the costs of Zone creation and ongoing administration. All amounts are shown reflecting the City's, Nueces County's, and Del Mar College's participation in the zone (which are set forth in Section 5.5.1 herein). Administrative costs shall be reimbursed to the City at a rate of$100,000.00 per year. Table 34 Total Anticipated Capital and Administrative Costs Amount Use Public improvements, facilities, and infrastructure ; $50,000,000 (Q1 2024 dollars) --- ---------------------------------------------------------------------------------------------- Administrative costs $2,000,000 Anticipated Capital and Administrative Costs $52,000,000 5.1.1.Public Improvements, Facilities, And Infrastructure The reimbursements of publicly beneficial development costs fronted by the Developer will be administered by the TIRZ board. Eligible costs include the below costs listed below up to the amount of $50,000,000 (for the sake of clarity, these costs are separate and apart from the $2,000,000.00 available to the City for administrative costs). Reimbursable publicly beneficial project costs will include but not be limited to the following capital costs and their associated fees, administrative costs, professional costs, overhead, general conditions and other soft costs': Public sewage, storm, and water Required Density Improvements/ $8,870,640 Structured Parking To bolster community resilience and public health, the $17,353,650 Zone invests in essential water management, storm To make better use of the site's limited space and encourage drainage, sanitary sewer, and water systems. These density that is critical for village-type developments, works are not only crucial for the well-being of the broader greenspace and walkability, the Zone supports building ' Soft costs excluded from the figures presented. Estimated approximately 7.5-8% or$4.5M Page 17 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project & Financing Plan community but also mandated by the site's PUD zoning parking structures instead of surface parking in areas where ordinance. parking is limited or poorly distributed. The construction of these structures is required by the site's PUD zoning ordinance. Landscaping Improvements Improved Wayfinding, Signage, Lighting $1,600,000 $225,000 To create a more attractive driving and walking experience The Zone will improve various aspects of the public on and around the village and encourage economic growth pedestrian realm in key locations. Potential projects and development, Zone funds may help with enhancing could include sidewalks,decorative paving,street landscaping and irrigation throughout the Zone, furniture,signs,enhanced crosswalks and pedestrian- friendly lighting. Traffic and Street Improvements Park and Fountain Improvements $15,886,145 $890,000 To improve public safety and accessibility, the Zone The Zone can help with creating and improving parks and prioritizes the development of streets, sidewalks, and public spaces to attract more activity, create a sense of traffic improvements. These are fundamental elements place and enhance the quality of life within the Zone for for enhancing quality of life across the community and economic growth. align with the site's PUD zoning requirements. Public Restroom Improvements Village-Style Public Plaza and Tower $125,000 $1,125,000 The Zone will ensure adequate public restrooms within The Zone will support the development of a village-style the Zone. public plaza with shops, restaurants and public event space as well as an iconic bell tower structure. This will create a vibrant and lively destination for social and cultural activities, as well as stimulate the local economy and tourism. Supplemental Public Safety Nature Preserve, Walking Trail area $675,000 grading and dirt work The Zone will help enhance the ambient lighting of the site $5,431,950 and may also seek to support technology upgrades. The Zone will support a portion of the costs associated with the creation of a nature preserve and walking trail. This will provide a unique recreational and educational opportunity for residents and visitors,as well as enhance the natural beauty and biodiversity of the site. Contingency, Professional Fees, General Conditions, and Soft Costs $6,627,212 Zone funds will compensate for professional service costs,organizational costs,and other allowable fees applicable to the improvements detailed herein. Capital costs are presented at their 2024 value. Other public infrastructure capital costs, professional service costs, imputed administrative costs, or other payments made at the discretion of the governing body of the municipality or the county that the Page 18 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan governing body finds necessary or convenient to the creation of the zone or to the implementation of the project plans of the zone may be reimbursed at the discretion of the Board of Directors. 5.1.2.Administrative Costs 1. Creation —The Zone will reimburse relevant parties for expenses related to the costs of creating the Zone. 2. Administration—Zone funds will compensate for the costs of ongoing administration of the Zone, including but not limited to accounting, legal services, document production and maintenance, and other administrative costs. These costs are estimated at$100,000 per year for the 20-year life of the Zone. 5.2. Economic Feasibility Study §311.011(c)(3) The Local Economic and Tax Impacts of Barisi study by Dr.Jim Lee, of Texas A&M University—Corpus Christi, is provided in the Appendix. 5.3. Estimate of Bonded Indebtedness §311.011(c)(4) It is anticipated that the Zone's projects will be funded on a cash-only pay-as-you-go basis. However, if the resources become available to issue debt, annual Zone revenue and available non-bonded debt financing are insufficient to address the needs of the Zone, or more preferential financing terms can be obtained through the issuance of debt, the TIRZ#6 Board may recommend to the Corpus Christi City Council that it is appropriate to issue TIRZ debt commensurate with the needs of the Zone and anticipated annual Zone revenues to support debt service payments. The TIRZ is under no obligation to issue any notes or debt. 5.4. Timing of Incurring Costs or Monetary Obligation §311.011(c)(5) The TIRZ will primarily be cash-funded, with reimbursements made to developers as funds become available. Costs will be incurred over the life of the Zone, guided by the Board's prioritization of activities and projects as well as revenue availability. While the primary approach is a pay-as-you-go expenditure model, the option to issue bonded debt remains open. Should circumstances necessitate or advantageous financing terms become available,the TIRZ#6 Board may recommend to the Corpus Christi City Council the issuance of TIRZ debt commensurate with Zone needs and anticipated annual revenues to support debt service payments. Page 19 of 60 Tax Increment Reinvestment Zone #6 Preliminary Project & Financing Plan 5.6. Method of Hmoin6ng and Sources of Revenue §311,011(c)(6) 5.5.1.S®urces of Fund The primary source of funds for the Zone is expected to be funds from the contributed property tax collections of the City, County, and Del Mar College. The participation from the City, County, and Del Mar College shall equal an amount not to exceed $52,000,000 is shown below: City, of Corpus Christi PartKipat✓an Nueces County Part►cipatoon lax Years 2025-2033 95N" IaxYears 2025-2033 95% Iax Year 2034 `X XI Iax Year 2034 90y. IaxYear 2035 WXI IaxYear 203S 8fyll, I ax Year 203b 1(7� I ax Year 203b I(7i, IaxYear2031 6WOX, IaxYear2031 balvu I ax Year 2038 5OX, 1 ax Year 2038 SOX I ax Year 2039 40'1v I ax Year 2039 40X I ax Year 2040 3OX, lax Year 2WO 3(YX 1 ax Year 20,11 2(yX I ax Year 2CL11 20;�, I ax Year 2CA2 151% l ax Year 2042 15% I ax Year 20-13 1( ", 1 ax Year 2043 1(YYU ax Year 20,14 5' , 1 ax Year 2CA4 S;XI De Mar College PartKipat►on lax Years 202S-2033 `Xyll� ax Year 2034 (XJ;V" 1 ax Year 2O35 011{ I ax Year 2036 U u I ax Year 2031 01K I ax Year 2038 (74. I ax Year 2039 C7}U Iax Year 2NO OX Iax Year 2Cu11 0% 1 ax Year 20-12 0% I ax Year 2043 OX, Tax Year 20L14 Page 20 of 60 Tax Increment Reinvestment Zone #6 Preliminary Project & Financing Plan The participation from each of the taxing entities shall not exceed the following amounts (which for the sake of clarity, shall be used for both capital and administrative costs as set forth in Table 4 above): • City of Corpus Christi: $32,000,000.00 • Nueces County: $13,000,000.00 • Del Mar College: $7 000,000.00 5.5.2.Soumes of Revenue The assessed value base year for the City of Corpus Christi, Nueces County, and Del Mar College will be tax year 2024. Based upon 2023 tax rates for each jurisdiction, the projection of incremental property tax revenue contributed to the Zone is as follows: TazYear FhcalYear Values 7CounCounty Del Mar City County Del Mar City County Del Mar 2025 2026 $11.164,376 $6 $25,975 $25,931 $62,341 $24,677 $23,39 $3,281 51O $2,593 .................................. ....................... .......... ...........................I....................... ..,...................................................................I.......... ,..........,....,.....,........................................................ 2026 2021 $89,649,939 35 $208.582 $2N,213 5500,596 $198,153 $187,400 $26,347 $10,429 $20,822 .................................. I...................... ........,. ..................................................., ..........,..................................... ........,..,..................., ............,........ .......................................................... 2027 2028 $150,190,289 $886,313 $350,833 $W,228 $80,997 $33301 $315,206 $44,316 $17,542 $9,023 .................................. ....................... ..................................................................................... .................................................................I............... ................................................................................ 2028 2029 $234,782,62 $1,380,002 $546,252 $545,311 $1,311,002 $518,939 $490,780 $69,000 $27,313 $R,531 ...................... ..................... ............................. ....,.............,.............................................................. .....,................,...........,............................................. 2029 2030 $292,71077 $1,720AU $681,037 $679,864 $1,634,486 $646.985 $611,878 $86,028 $34.052 $67.986 ..........................I....... ....................... ..................................................................................... ................................................................................. ..........................................................I..................... 2030 2031 $349,874,805 $2,056,489 $814,028 $812,626 $1,953.665 $773,327 $731,363 $102,824 S40,701 $81,263 ........... .....................1. .......................... .............................I............................ ...........,.................................... .........I...................... ..................... ........................,.....................I........... 2031........2032 $399,953,949 $2,350,843 $930,544 $928,941 $2233,301 $894,017 $0,047. $W,642 $46,527 $92,894 ....................................... ................................................ .................. ...........................,.................................................... 2032 2033 $460,331,668 $2,705,731 $1,071,020 $1,069,175 $2,570,444 $1,017,469 $962,258 $135,87 $53,551 $106,918 .................................. ....................... .......................... .........................................................I ................................................................................. .....................................................I"........................ 2033 2034 5513,724,518 $3,019A62 $1,195,246 $1,193,187 $2,968,584 $1,135A83 $1,073,868 $550,978 $59,762 $119,319 .......................I................ ..........................................................................I.......... ..........................,.....,............... ................................ ................................................................................ 2034 2035 $517,515,353 $3,394,511 $1�43,663 $1.341,348 $3,055,060 $1,Y09,97 $1,207,214 $339,451 $134,366 $134,135 .............................. ....................... ..................................................................I..............I... ................................................ ........I....................... ..................... .............................,.........I.......... ........ 2035 2036 $613,586,814 $3,606,531 $1,427,588 $1,425,129 $2,885,225 $1,142,071 $0 $721,306 $285,518 $1,425,129 ................................ ....................... ..................................................................................... ................................................ ................................ ................................................................................ 2036 2037 $631,994,418 $3.714,727 31,470,416 $1,467,03 $2,600,309 $1,029,91 $0 $1,114,418 $441,125 $1,467,03 ........... ....................... .......................... .......................................................... ................................................................................. ............................................................I................... 2037 2038 $657,051,851 $3A62,010 $1,528,115 $1,526,082 $2,31746 $91749 $0 51,544AO4 $611.41% $1,526,082 ................... .......................... .......................................................... ................................................ .................I.............. ........................................................I....................... 2038 2039 $676,763,406 $3,977,870 $1,574,571 $1,571,864 $1,988,935 $787,288 $0 $1.988.935 $781,488 $1,571,864 ................................ ........I.............. ......................,... ...,........................................,............. ..........,...................................................................... ...........................,.................................................... 2039 2040 $697,066$8 $4,097,206 $1,621,814 $1,619,020 $1,638,882 $640,726 $0 $2,458.324 $973,088 $1,619,020 ................. ........I.............. ..................................................................................... ................................................................................. ..........................................,..................................... 2040 2041 $717,978298 $440,122 $1,670.468 $1,667,590 $1,266,031 $501,140 $0 $2,954,086 $1,169,328 $1,667,590 ................................ ...I................... .......................,......,..................................................... .....................................,,.......................................... ................................................................................ 2041 2042 $739,617,647 54,346,726 $1,720,582 $1,717,618 $869,345 $344,116 $0 $3,477,381 $1,376,466 $1,717,618 ........................................ .......................... .......................................................... ................................................ ................................ ..................... ......................... ................................ 2042 2043 $761,703,176 $4A11,128 $1,772,200 $1,769,147 $671.669 $265,830 $0 $3,805.559 $1.506,370 $1,769,147 .............................. ......I................ ............................................................................I........ ......................,.......................................I.................. .......................................................I........................ 2043 2044 $784,554,71 $4,611,40 $1A26,366 $1,822,221 $461,144 $182A31 $0 $4,150Y97 $1,642,829 $1,822,221 ................. ....................... ............................... ... ................I........................... .............................................................I................... .......................,.....,...,.............................................. 2044 2045 $608A90,899 $4.749,785 $1^127 $1,876,888 $237,489 $94AO6 $0 $4,512295 $1,786,120 $1,876,888 $50,770,074 $23,150,033 $23,618,275 131,987,818 $12,653,873 0,439,350 $27,11111112,071 $11.005,160 $17,178,924 Page 21 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan These revenue projections assume a 98% tax collection rate. 5.5.3.Method of Financing All project costs will be paid using funds derived as herein described. While this is a developer- initiated TIRZ, one or more developer agreements may be entered into to accommodate the different phases or components of the Barisi Village development. Each of these agreements will define the projects eligible for TIRZ funding. Payments are anticipated to be made on an annual basis for each agreement but may occur more frequently as conditions warrant. The allocation of these payments will be at the developer's discretion, consistent with the priorities and obligations set forth in the respective developer agreements. These priorities will primarily focus on stimulating economic development within the Zone and enhancing essential public infrastructure. 5.6. Current Appraised Value §311.011(c)(7) According to the Nueces County Appraisal District, the 2023 certified taxable appraised value for the Zone is $1,270,541 for the City of Corpus Christi, $1,270,541 for Nueces County, and $1,270,541 for Del Mar College. This appraisal value yielded tax revenues of$7,620.38to the City of Corpus Christi, $3,016.41 to Nueces County, and $3,011.21 to Del Mar Jr College. Tax year 2024 values will be used as the base values. 5.7. Estimated Captured Appraised Value §311.011(c)(8) The Table provides the projected schedule of taxable value increment captured by the Zone over its proposed 20-year duration. Captured value projections assume a 3.0% annual value appreciation rate for existing development. Tax Year Fiscal Year Values City County Del Mar City County Del Mar City County Del Mar 2025 2026 $11,164,376 $65,622 $25,975 $25,931 562,341 $24,677 $23,338 $3,281 $1,299 $2,593 .................................. ....................... ......................... .......................................................... ..................... .................................I......................... .............................................................I................,. 2026 2027 $89,649,939 $526,943 $208,582 $208,223 $500,596 $198,153 $187,400 $26,347 $10,429 $20,822 ............... ......I................ ......................... .................................,........................ ................................................................................ ..................................................,............................. 2027 2028 $150,790489 $886,313 $350,833 $350,228 $841,997 $333,291 $315,206 $44,316 $17,542 $35,023 ................. ....................... .......................... ..................................I....................... ................................................................................. ............................---................ ...............I................ 2028 2029 $234,782,618 $1,380,002 $546,252 $545,311 $1,311,002 $518,939 $490,780 $69,000 $27,313 $54,531 .................................. ....................... .......................... ..............................................I.-...... ...................................................,................1............ ................................................................................ 2029 2030 $292,714277 $1,720,512 S681,037 $679,864 $1,634,486 $646,985 $611,878 $86,026 $34,052 $67,986 .................................. ....................... .........................................................I..-.........I............ ..................... ........................,............I..................... .....,.......................................................................... 2030 2031 $349,874,805 $2,056,489 $814,028 $812.626 $1,953,665 $773,327 $731,363 $102,824 540,701 $81,263 .................................. ....................... ..................................................................................... ................................................................I............... ..................... .......................................................... 2031 2032 $399,953,949 $2.350,843 $930,544 $928,941 $2,233,301 $884,017 $0,047 $117,542 $46,527 $92,894 .............................. ....................... .................................................................................... ................................................................................. ................................................................................ 2032 2033 $460,331,60 $2,705,731 $1,071.020 $1,069,175 $2,570,444 $1,017,469 $962.258 $135�87 $53,551 $106,918 ................ .......................... .......................................................... ............................................... ................................ ..................... .......................................I.................. 2033 2034 $513,724,518 $3,019,562 $1,195,46 $1,193,187 $2,868,584 $1,135,483 $1,073,868 $150,978 $59,762 $119,319 ........... ....................... .......................... .......................................................... ..................... ........................................................... .......................................................-...................... 2034 2035 $577,515,353 $3,394,511 $1,343,663 $1.341.348 $3,055,060 $1,209,297 $1,207,214 $339,451 $134,366 $134,135 .................................. ....................... .......................... .......................................................... ................................................................................. ............................................... ................................ 2035 2036 $613,586,814 $3,606,531 $1,427,588 $1,425,129 $2,885,225 $1,142,071 $0 $721,306 $285,518 $1,425,129 :................. ....................... .......................... .......................................................... ..................... .......................... ......................... 2036 2037 $631,M,418 $3,714,727 $1,470,416 $1,467,883 $2,600,309 $1,029,291 $0 $1,114,418 $441,125 $1,467,883 ..... ...........I........... ..................................................................................... ................................................................................. ................................................................................ 2037 2038 $657,051,851 $3,862,010 $1,528,715 $1,526,082 $2,317,206 $917,429 $0 $1,544.04 $611,486 $1,526,082 ................................. ....................... .......................... ......................................I................... ...................................... ..................... .......................................................... 2038 2039 $676,763,406 $3,977,870 $1.574,577 $1,571,864 $1,988,935 MUM $0 $1,988,935 $787,288 $1,571,864 .:................. ....................... .............................................................I...............I....... ................................................................................. ............................................................................... 2039 2040 $697,066,308 S4,097,406 $1,621,814 $1,619,020 $1,638,882 $648,726 $0 $2,458,324 $973,088 $1,619,020 .................................. ................I...... ................................................................................... ................................................................................. ............................................,................................... 2040 2041 $M,978,98 $4,220,122 $1,670,468 $1,667,590 $1,466,037 $501,140 $0 $2,954,086 $1,169,328 $1,667,590 ................................ ....................... .......................... ............................................I............. ..................... ....................,.................,...,,.......,....... ..........,.......... ..............,..................I................,....... 2041 2042 $739,517,647 $4,346,726 $1,720,582 $1,717,618 $869,345 $344,116 $0 $3,477,381 $1,376,466 $1,717,618 ................................................ ................................ .................... ........................................................... ....................................................I............I.............. 2042 2043 $761,703,176 $4,477,128 $1,772,200 $1,769,147 $671,569 $265,830 $0 $3,805,559 $1,506,370 $1,769,147 ............................... ................I...... ......................_.. .......................................................... .................... ........................................................... ..................... .......................................................... 2043 2044 $784,554271 $4,611,441 $1,825,366 $1,822.221 $461.144 $182,537 $0 V,150,297 51,642,829 $1,822,221 ............................................................................. ..................... ........................................................... ................................................................................ 204L 2045 $808,09Q899 $4,749,785 $1,880,127 $1,8761888 J LIE± $94,006 1 $0 S4,512,495 $1,786,120 $1,876,888 $59,770,074 $23,659,033 $23,618,275 1 1 $31,967,618 $12,653,873 1 $6,439,350 $27,802p$7 $11,005,160 $17,178,924 Tax Increment Reinvestment Zone#6 Preliminary Project : Financing Plan • Appendices 6.1 . Appendix <s Market and Economic Feasibility Study 44 0000000 � t o� ■ was - !I► It one too N � ago R-1 a � 11 Il Page 23 ti tit I�II Local Economic and Tax Impacts of Barisi Village Jim Lee, Ph.D. May 21 , 2023 . .0 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan Barisi Village local Economic Impacts Executive Summary Barisi Village is a mixed-use redevelopment project on the former Pharaoh Valley golf course property in Corpus Christi. The project site is expected to offer a diverse blend of high-end living options,along with a hotel and dining, recreational and shopping venues. This report summarizes the local economic impacts of developing Barisi Village in the City of Corpus Christi. Construction Including indirect impacts that capture increased activity in local supply chains, Barisi Village's entire construction project(phases 1 to 6)is expected to generate 2,597 jobs(direct and indirect employment)in the city of Corpus Christi. The following displays two alternative measures of the total economic impacts (direct,indirect,and induced impacts)on Corpus Christi during its construction phase: Total Impacts from Construction Employment(FTE job-years) 5,648 jobs Economic Impact(sales) $827.3 million Operations and Maintenance Including indirect impacts,the operations of all businesses and residential units in Barisi Village are expected to create 895 permanent jobs(direct and indirect employment)in the city of Corpus Christi. The following displays two alternative measures of total permanent(annual) economic impacts on Corpus Christi as a result of the operations and maintenance of all businesses and residential units in Barisi Village: Total Impacts from Operations and Maintenance Employment(FTE jobs) 1,111 jobs Economic Impact(sales) $127.9 million The businesses in Barisi Village,including its food and drinking places,retail shops and a hotel,are projected to collectively generate approximately$415,000 in sales and hotel occupancy tax revenues per year for local taxing entities in the city of Corpus Christi. Page 24 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan Barisi Village Local Economic Impacts Introduction Barisi Village is a mixed-use redevelopment project on the former Pharaoh Valley golf course property in Corpus Christi. The Barisi Village project consists of six phases to be developed on a land property of 126.561 acres(see map below). The project site is expected to offer a diverse blend of high-end living options, along with a hotel,dining,recreational and shopping venues. Map of Barisi Village,Phases 1 to 6 1 a / A f - 1 This report summarizes the projected local economic impacts of Barisi Village during its construction phase and its permanent operations. The study is commissioned by Blackard Companies,the developer of Barisi Village. Regional economic impacts are measured alternatively by the number of full- time-equivalent(FfE)jobs(employment impacts)and gross business sales or revenues(economic impacts)created in the city of Corpus Christi during the project's construction phase and the permanent operations of all businesses in Barisi Village. The less tangible benefits to Barisi Village's neighborhood and its broader community's quality of life are,however,beyond the scope of this report. Page 25 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan Barisi Village Local Economic Impacts Methodology ■ Total economic impact estimates for the construction of the proposed Barisi Village in the Pharaoh Valley district of Corpus Christi are computed using details in the site plan provided by the developer. The construction project consists of six phases. • The following diagram describes the flow of economic impacts associated with the Barisi Village project site: Schematic Diagram of Local Economic Impacts DirectBarisi Village Business Revenues 10 Induced Impacts 4 • The total economic impacts of the proposed Barisi Village mixed-use community and business developments include direct,indirect,and induced impacts. Quantitative measures of employment and total economic output/sales using the IMPLAN model customized for the city of Corpus Christi. • The direct impact is the first round of changes in the industries directly involved in the Barisi Village project. In addition to direct employment and business activity related to the construction and operation of the project Page 26 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan Barisi Village Local Economic Impacts site,direct effects in local industries result in ripple effects in those industries'supply chains. Indirect impacts occur when local business vendors benefit from the construction activities and operation of the project site,such as grocery and other supplies for restaurants and retail stores,and professional services for the onsite management staff. These impacts represent spinoff effects from multiple rounds of supply chains that are required to support Barisi Village's construction and operation. • Induced impacts are generated initially by the earnings and thus spending of the project site's direct and indirect employees on local goods and services. Following multiple rounds of spinoff effects,these impacts are spread across nearly all sectors of the regional economy. Estimates for the indirect and induced impacts are generated using IMPLAN's multiplier data for the city of Corpus Christi. • The table on the next page summarizes the planned property developments provided by the developer. Developments over the Barisi Village's six phases are broadly classified as residential,commercial,and other types of infrastructural improvements. The plan also includes the construction of a hotel and other business venues within Barisi Village by other developers. • Developments for residential units include the construction of single-family and multi-family units,townhomes,and senior housing for independent and assisted living. in addition to residential units,Barisi Village includes a variety of business venues,such as restaurants,retail shops,event space, and one hotel. • Other than the building structures,the construction plan includes one parking garage and other covered areas along with open parking spaces in each of the six construction phases. Also,the plan includes the construction of a wide variety of amenities for recreational activities,such as canal boardwalks and lazy rivers,two tennis courts,eight pickleball courts,a golf course and putting green,walking trails and public parks. • In total,the Barisi Village project consists of an estimated total of 5.5 million square feet of property improvements in buildings and infrastructure. Out of the entire 126.6-acre project site,an estimated total of 53.4 acres(2.3 million sq.ft.)are dedicated to recreational activities, such as a golf course,tennis and pickleball courts,and parks and trails. Page 27 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan Barisi Village local Economic Impacts Barisi Village(Phases 1 to 6)Site Plan Summary Units Total Area(sqft.) Residential Multifamily 1,263 1,576,130 Townhomes 175 283,103 Single Family 65 105,153 Independent Living 250 279,613 Assisted Living 200 223,690 Residential Total 1,953 2,467,689 Commercial Cafe 1 600 Restaurant 3 11,600 Event Space 1 4,000 Leasing Office 1 4,800 Retail 5 59,800 Boutique Shop 1 400 Commercial Total 12 81,200 Other Improvements Parking Garage 400 72,000 Covered Area 1,800 324,000 Surface Parking 1,255 225,900 Recreational Land 2,326,258 Other Total 3,455 2,948,158 Hotel Building 1 6,500 Parking 35 9,450 Hotel Total 15,950 Barisi Village Total 5,512,977 Page 28 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan Barisi Village Local Economic Impacts Economic Impacts of Construction ■ Based on the site plan for developing the six construction phases of Barisi Village outlined in the previous section,the following table displays estimates of the local economic impacts(direct,indirect,and induced impacts)during the construction phase: Construction Impacts Direct Indirect Direct& Induced Total Indirect Employment(job-years) 2,502 96 2,597 549 5,648 Output/Sales(mil) $374.1 $13.8 $387.9 $65.3 $827.3 ■ The Barisi Village project's six construction phases are expected to generate a direct local economic impact of$374.1 million and 2,502 local full-time-equivalent(FTE)job-years in the construction and engineering industries. As for most construction projects,the employment impacts are expressed in job-years in the sense that the numbers represent one year of employment rather than a permanent basis. • Including indirect impacts on local supply chains associated with the construction of the industrial site,the local economic impact is$387.9 million and 2,597 jobs. The total economic impacts that also include the induced effects on the rest of the regional economy are estimated to be $827.3 million and 5,648 jobs during the entire construction phase. Page 29 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan Barisi Village Local Economic Impacts Economic Impacts of Operations and Maintenance • The following table presents estimates for the direct,indirect,and induced impacts of the operations and maintenance of all businesses and residential units in Barisi Village: Permanent Employment Impacts of Barisl Village,FTE Jobs Residential Commercial Recreational Total Direct 482 323 15 819 Indirect 67 7 1 75 Direct/Indirect 549 330 16 895 Induced 173 40 3 217 Total 722 370 19 1,111 • The Barisi Village,including all its businesses,is expected to be operated with 819 full-time direct employees onsite. An estimated total of 482 FTE positions will serve the residents of the 1,953 residential units. Other businesses,such as restaurants and a hotel,will be operated with an estimated total of 323 employees. A staff of 15 FTEs(e.g.,groundcrews)is also expected to operate the recreational facilities onsite. • The operation of the businesses and residential units in Barisi Village is expected to generate an indirect employment impact of 75 jobs. Including those indirect jobs,Barisi Village is expected to create 895 FTE positions (direct and indirect)in Corpus Christi. • The induced impact,which represents the spinoff effects on the rest of the local economy,is projected to be equivalent to 217 jobs. Including the induced impact,Barisi Village's total employment impact equals 1,111 permanent jobs. Page 30 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project & Financing Plan Barisi Village Local Economic Impacts ■ The following table displays estimates for the permanent direct,indirect, and induced impacts of Barisi Village in current dollar terms: Annual Economic Impacts of Barisi Village,2023 Million Dollars Residential Commercial Recreational Total Direct $81.8 $18.5 $0.95 $101.3 Indirect $6.3 $0.9 $0.07 $7.3 Direct/Indirect $88.1 $19.4 $1.03 $108.5 Induced $14.4 $4.8 $0.17 $19.4 Total $102.5 $24.3 $1.19 $127.9 • The wide variety of business activities in Barisi Village,including the operation of residential units,is expected to generate a direct economic impact of$101.3 million annually(2023 dollars). The operation of those businesses is also expected to be supported by local businesses with$7.3 million in revenues(indirect impact). ■ The induced impact on the rest of Corpus Christi is an estimated$19.4 million annually. The permanent local economic impact of Barisi Village's business operations and maintenance,including indirect and induced effects,is an estimated$127.9 million each year. Page 31 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan Barisi Village Local Economic Impacts Local Taxes from Operations • Business development in Barisi Village will generate a variety of tax revenues,including sales,income(franchise tax),and property taxes. This section presents projections for the local tax impact of the businesses within Barisi Village. The cafe,restaurant and retail shops will generate sales taxes from their operations. Its hotel will generate local Hotel Occupancy Tax(HOT)revenues from its room sales in addition to sales taxes from other services,such as the supply of food and beverages to hotel guests. • The following table shows the local tax impacts of the caf6,restaurant,and retail shops: Annual Local Tax Impacts of Barisi Restaurants and Retail Shops,2023 Dollars Gross Sales City Tax Caf6&Restaurant $1,332,398 $26,648 Retail Shops $9,431,333 $188,627 Total $10,763,731 $215,275 ■ The following table shows the local tax impacts of the hotel: Revenues HOT Sales Tax Total Taxes Room Revenues $1,957,313 $176,158 $176,158 Other Revenues $1,165,429 $23,309 $23,309 Total $3,122,741 $199,467 ■ The annual room revenue of approximately$1.96 million is derived from applying the local average room occupancy rate of 65%at the current room rate of$125 per night for a mid-size hotel in Corpus Christi. The estimated room revenue is expected to generate more than$176,000 annually for the city's portion of Hotel Occupancy Tax(9%of the total 15%tax rate). Other than room revenues,the hotel will generate another$1.1 million annually in other revenues,such as the provision of food and beverages and catering services. The revenues subject to sales taxes are projected to generate more than$23,000 in local sales tax revenues. • In total,the operations of businesses in Barisi Village are projected to collectively generate$414,741 in local tax revenues annually. 10 Page 32 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan Cod„ AppcAndbi B V ro� (,,(Aion 01" Nenv C>>uvohplfIu 01(li l ,,,Ind Page 33 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan 6.3. Appendix C — (Estimated Non-Financing Costs The cost estimates, maps, renderings, and site plans contained in this appendix are for illustrative purposes only and are subject to change. Any reliance on these materials should acknowledge their preliminary nature and the possibility of adjustments in the future. OPINION OF PROBABLE CONSTRUCTION COST Prepared By. Date Prepared: 7112/23 • 111 E7- W E`_iT FA L I_ Project Number: 23010001 Contact:Michael Westfall,PE 214 846-9397 Client: BV Blackard Corpus Land LLC 8390 Lyndon B Johnson Freeway,Suite 665 Dallas,TX 75243 Project:Barisi Village Phase 1 GRADING Description Quantity Unit Cost/Unit Total Earthwork Cut/Fill 36,000 CY $ 15.00 $ 525,000.00 Import from Future Phase 7,000 CY $ 15.00 $ 105,000.00 Retaining Wall Around Pond - FF $ 50.00 $ - Lake Pump - LS $ 50,000.00 $ - $ 630,000.00 ONSITE PAVING AND WALLS Description Quantity Unit Cost/Unit Total Drainage Infrastructure 17,320 FF $ 50.00 $ 866,000.00 Fire Lane Pavement 8.288 SY $ 96.75 $ 801,864.00 Parking Lot Pavement 4,337 SY $ 85.00 $ 368,645.00 Concrete Sidewalk 14,700 SF $ 8.00 $ 117,600.00 Pedestrian Bridge 910 SF I$ 500.00 11 $ 455,000.00 Traffic Barrier at South Entrance 1 1,000 1 LF 1$ 75.00 $ 76,000.00 $ 2,684,109.00 OFFSITE WORK Description Quantit Unit Cost/Unit Total Offsite TurnLane 3 LS $ 100,000.00 $ 300.000.00 Traffic Signal 1 LS $ 500,000.00 $ 500,000.00 8'Wide Cart Path/Trail 100,496 SF $ 8.00 $ 803,968.00 $ 1,603,968.00 Page 34 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project & Financing Plan STORM DRAINAGE Description Quantity Unit Cost/Unit Total 18"RCP 1,400 LF $ 175.00 $ 245,000.00 24"RCP 400 LF $ 200.00 $ 80,000,00 30"RCP 400 LF $ 225.00 $ 90,000.00 36"RCP 100 LF $ 250.00 $ 25,000.00 48"RCP 500 LF $ 275.00 $ 137.500.00 Curb Inlet 19 EA $ 10,000.00 $ 190,000.00 Grate Inlet 2 EA $ 5,000.00 $ 10,000.00 Outfall Structure 1 EA $ 76,000.00 $ 75,000.00 Manhole 6 1 EA $ 10,000.00 $ 60,000.00 $ 912,500.00 SANITARY SEWER Description Quantity Unit Cost Unit Total 15"Sewer Line 2,200 LF $ 100.00 $ 220,000.00 12"Sewer Line 1,800 LF $ 90.00 $ 162,000.00 8"Sewer Line 400 LF $ 75.00 $ 30,000.00 6'Dia.MH 1 EA $ 20,000.00 $ 20,000.00 4'Dla.MH 20 EA $ 15,000.00 $ 300,000.00 $ 732,000.00 WATER Description Quantity JUnit Cost/Unit Total 12"Water Line 3,100 LF $ 100.00 $ 310.000.00 8"Water Line 300 LF $ 90.00 $ 27,000.00 Fire Hydants 11 EA $ 5,000.00 $ 55,000.00 $ 392,000.00 Phase 1 Page 2 of 4 Page 35 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan SUMMARY OF CAPITAL CIVIL COSTS Description Total GRADING $ 630,000.00 ON-SITE PAVING AND WALLS $ 2,684,109.00 OFF-SITE WORK $ 1,603,968.00 STORM DRAINAGE $ 912,600.00 SANITARY SEWER $ 732,000.00 WATER $ 392,000.00 SUBTOTAL $ 6,954,677.00 SOFTCOSTS(ENO.SURVEY.GEOTECN)7.5% $ 521,593.28 TOTAL $ 7,476,170.28 NOTES Since Westfall Engineering,PLLC has no control over the cost of labor,materials,equipment,or services furnished by others,or over methods of determining price,or over competitive bidding or market conditions,any and all opinions as to the cost herein,including but not limited to opinions as to the cost of construction materials,shall be made on the basis of experience and best available data.Westfall Engineering,PLLC cannot and does not guarantee that proposals,bids,or actual costs will not vary from the opinicns on costs shown herein.Review all notes and assumptions.Westfall Engineering,PLLC has not prepared fully engineered construction drawings for this site, therefore,the final quantities are subject to change.Additionally,the final construction plans could change significantly A CAPITAL COSTS-STRUCTURES Description Quantity Unit Cost/Unit Total Garage 160 SP $ 13 500.00 $ 4,160,000.00 Bell Tower 1 EA $ 760,000.00 $ 750,000.00 Plaza Area 1 EA $ 375,000.00 $ 375,000.00 Reslroom Facilities Public 1 EA $ 125,000.00 $ 126,000.00 Contractor Fee/OFVGen Cond. 14 % $ 5,410,000.00 $ 757,400.00 $ 6,1e7,400.00 A CAPITAL COSTS-SITE AMENITIES Description Quantity Unit Cost/Unit Total Site Lighting 1 EA $ 126,000.00 $ 125,000.00 Landscaping(Incl.Buffer Zones) 1 EA $ 500,000.00 $ 500.000.00 Site Fumishings(lrasch recep.,benches,etc.) 1 EA $ 40,000.00 $ 40,000.00 Si na e&Wayfinding 1 EA $ 45,000.00 $ 45,000.00 Contractor Fee/OWGen Cond. 14 % $ 710,000.00 $ 99,400.00 $ 809,400.00 B FINANCING COSTS Descrl tion Quantity Unit Cost/Unit Total D PROFESSIONAL SERVICES Description I Quantity Unit Cast/Unit Total Civil Captured In OPC EA $ $ Phase 1 Page 3 of 4 Page 36 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan tst hitectUral 1 EA $ 150,000.00 $ 150,000.00 cture) 1 EA $ 50,000.00 $ 50,000.00 MEP 1 I EA $ 80,000,00 $ 80,000.00 $ 280,000.00 F ORGANIZATIONAL COSTS Description Quantity Unit 1 Cost/Unit Total Environmental Studies-Wetlands 1 EA $ 10,000.00 $ 10,000.00 Environmental Studies-ESA 1 EA $ 10,000.00 $ 10,000.00 Traffic Impact Study 1 EA $ 16,000.00 $ 15,000.00 Geotachnical Study Captured In OPC EA $ - $ [Surveys(Captured in OPC EA 1$ $ $ 36,000.00 SUMMARY OF COSTS Description Total SUMMARY OF CAPITAL CIVIL COSTS $ 7,476,170.28 (A)CAPITAL COSTS-STRUCTURES $ 6,167,400.00 (A)CAPITAL COSTS-SITE AMENITIES $ 809,400.00 B)FINANCING COSTS $ - D PROFESSIONAL SERVICES $ 280,000.00 F ORGANIZATIONAL COSTS $ 36,000.00 SUBTOTAL $ 14,767,970.28 CONTINGENCY(5%) $ 738,398.51 TOTAL $16,506,368.79 Phase 1 Page 4 of 4 Page 37 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan OPINION OF PROBABLE CONSTRUCTION COST Prepared By: Date Prepared: 7112123 111 W E S T FA L L Project Number: 23010001 Contact:Michael Weslfall,PE 214 846-9397 Client: BV Blackard Corpus Land LLC 8390 Lyndon B Johnson Freeway,Suite 565 Dallas,TX 75243 Project:Barlsl Vlllage Phase 2 GRADING Description lQuantity Unit Cost/Unit Total Earthwork Cut/Fill 234,130 CY $ 15.00 $ 3,611,950.00 Export dirt to Phase 3,4,and 5 128,000 CY $ 16.00 $ 1,920,000.00 $ 6,431,950.00 ONSITE PAVING ANWALLS Description Quantity Unit Cost/Unit Total Drainage Infrastructure 22,360 FF $ 50.00 $ 1,118,000.00 Fire Lane Pavement 16,943 SY $ 96.76 $ 1,639,235.25 Parking Lot Pavement 3,437 SY $ 86.00 $ 292,146.00 Concrete Sidewalk 33,793 SF $ 8.00 $ 270,344.00 Pedestrian Bridge 1,200 SF $ 260.00 $ 300,000.00 $ 3,619,724.25 Pagel of 4 Page 38 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan STORM DRAINAGE Description Quantity Unit Cost/Unit Total 18"RCP 965 LF $ 175.00 $ 168,875,00 24"RCP 649 LF $ 200.00 $ 129,800.00 30"RCP 211 LF $ 226.00 $ 47,475.00 36"RCP 348 LF $ 250.00 $ 87,000.00 42"RCP 274 LF $ 275.00 $ 75,360.00 6'X 3'RCB 165 LF 1$ 600.00 $ 82,500.00 Curb Inlet 20 EA $ 10,000.00 $ 200.000.00 Grate Inlet 2 EA $ 5,000.00 $ 10,000.00 Oul(all Structure 1 EA $ 10,000.00 $ 10,000.00 TxDot PW Headwall 2 EA $ 50,000.00 $ 100,000.00 Manhole 3 EA $ 10,000.00 $ 30,000.00 $ 941,000.00 SANITARY SEWER Description Quantity Unit Cost/Unit Total 15"Sewer Llne 310 LF $ 100.00 $ 31,000.00 12"Sewer Line 664 LF $ 90.00 $ 69,760.00 8"Sewer Line 818 LF $ 75.00 $ 61,350.00 4'Dla.MH 19 EA $ 16,000.00 $ 285,000.00 $ 437,110.00 WATER Description Quantlty Unit Cost/Unit Total 12"Water Line 3.074 LF $ 100.00 $ 307,400.00 8"Water Line 932 LF $ 90,00 $ 83,880.00 Fire Hydants 11 EA $ 5,000.00 $ 55,000.00 $ 446,280.00 Page 2 of 4 Page 39 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan SUMMARY OF CAPITAL CIVIL COSTS Description Total POND WORK AND MASS GRADING $ 5,431,960.00 ON-SITE PAVING AND WALLS $ 3,619,724.25 OFF-SITE WORK STORM DRAINAGE $ 941.000.00 SANITARY SEWER $ 437,110.00 WATER $ 446,280.00 SUBTOTAL $ 10,876,064.25 SOFTCOSTS(ENG.SURVEY.GEOTECH)7.5% $ 815,704.82 TOTAL $ 11,691,769.07 NOTES Since Westfall Engineering,PLLC has no control over the cost of labor,materials,equipment,or services fumished by others,or over methods of determining price,or over competitive bidding or market conditions,any and all opinions as to the cost herein,Including but not limited to opinions as to the cool of construction materials,shall be made on the basis of experience and best available data,Westfall Engineering,PLLC cannot and does not guarantee that proposals,bids,or actual costs will not vary from the opinions on costs shown herein.Review all notes and assumptions.Westfall Engineering,PLLC has not propared fully engineered consimclion drawings for this site,therefore,the final quantities are subject to change.Additionally,the final construction plans could change significantly through the City review,and platting A CAPITAL COSTS-STRUCTURES Description Quantity JUnit lCost/Unit Total Garage 125 SP $ 13,500.00 $ 3,687,500.00 Contractor Fee/OH/Gen Cond. 14 % 1$ 3,667,500.00 $ 516,250.00 $ 4,203,750.00 A CAPITAL COSTS-SITE AMENITIES Description Quantity Unit Cost/Unit Total Site Lighting 1 EA $ 125,000.00 $ 125,000.00 Sport Courts 1 EA $ 690,000.00 $ 690,000.00 Landscaping(Incl.Buffer Zones) 1 EA $ 500,000.00 $ 500,000,00 Site Furnishings trasch rece .,benches,etc. 1 EA $ 40,000.00 $ 40,000.00 Signago&Wayflnding 1 EA $ 45,000.00 $ 46,000.00 Contractor Fee/OH/Gen Cond. 14 % $ 1,400,000.00 $ 196,000.00 $ 1,596,000.00 B FINANCING COSTS Description Quantity Unit Cost/Unit Total D PROFESSIONAL SERVICES Description Quantity Unit Cost/Unit Total Civil(Captured In OPC) - EA $ $ Architectural 1 EA $ 50,000.00 $ 50,000.00 Structural 1 EA $ 50,000.00 $ 50,000.00 MEP 1 EA $ 40,000.00 $ 40,000.00 $ 140,000.00 Page 3 of 4 Page 40 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan F ORGANIZATI NAL COSTS Description Quantity Unit cost/Unit Total Traffic Impact Study 1 EA $ 12,000.00 $ 12,000.00 Geotechnlcal Stud (Captured in OPC EA $ $ Surveys(Captured In OPC EA $ $ $ 12,000.00 SUMMARY OF COSTS Description Total SUMMARY OF CAPITAL CIVIL COSTS $ 11,691,769.07 (A)CAPITAL COSTS-STRUCTURES $ 4,203,760.00 (A)CAPITAL COSTS-SITE AMENITIES $ 1,696,000.00 (B)FINANCING COSTS $ - (D)PROFESSIONAL SERVICES $ 140,000.00 F ORGANIZATIONAL COSTS $ 12,000.00 SUBTOTAL $ 17,643,519.07 CONTINGENCY 6% $ 882,176.96 TOTAL $ 18,626,695.02 Page of i I I Page 41 of 60 I Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan OPINION OF PROBABLE CONSTRUCTION COST Prepared By: Dale Prepared: 7112123 W E ST FA L L Project Number: 23010001 Contact:Michael Wastfall,PE 214 846.9397 Client: BV Slackard Corpus Land LLC 8390 Lyndon B Johnson Freeway,Suite 565 Dallas,TX 75243 Project:Barisl Village Phase 3 GRADING Description lQuantity [Unit JCost/Unit Total Earthwork Cut/Fill 54,000 1 CY 1$ 15.00 Is 810,000.00 $ 810,000.00 ONSITE PAVING AND WALLS Description lQuantity lUnit Cost/Unit Total Drainage Infrastructure 32,879 FF $ 50.00 $ 1,643,950.00 Fire Lane Pavement 7,292 SY $ 96.00 $ 700,032.00 Concrete Sidewalk 34,762 SF 1$ 8.00 $ 278,096.00 $ 2,622,078.00 STORM DRAINAGE Description Quantity Unit Cost/Unit Total 18"RCP 327 LF $ 175.00 $ 57,225.00 24"RCP 273 LF $ 200.00 $ 54,600.00 30"RCP 114 LF $ 225.00 $ 26,650.00 6'X 3'RCB 129 LF $ 500.00 $ 64,500.00 Curb Inlet 12 1 EA 1$ 10,000.00 $ 120.000.00 Concrete Headwall 1 EA $ 7,500.00 $ 7,500.00 TxDol PW Headwall 2 EA 1$ 50.000.00 $ 100,000.00 Manhole 3 1 EA $ 10,000.00 $ 30,000,00 $ 459,475.00 Pagel of 3 Page 42 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan SANITARY SEWER Description Quantity Unit Cost/Unit ITotall 15"Sewer Line 1.276 LF $ 100.00 $ 127,600.00 8"Sewer Line 910 LF $ 76.00 $ 68.250.00 4'Dla.MH 14 EA $ 15,000.00 $ 210,000.00 $ 405,850.00 WATER Description Quantity Unit lCost/Unit Total 12"Water Line 1,370 LF $ 100.00 $ 137,000.00 8"Water Line 851 LF $ 90.00 $ 76,590.00 Fire Hydants 6 EA $ 5.000.00 $ 30,000.00 $ 243,590.00 SUMMARY OF CAPITAL CIVIL COSTS Description Total POND WORK AND MASS GRADING $ 810,000.00 ON-SITE PAVING AND WALLS $ 2,622,078.00 OFF-SITE WORK STORM DRAINAGE $ 469,475.00 SANITARY SEWER $ 405,850.00 WATER $ 243,590.00 SUBTOTAL $ 4,540,993.00 SOFTCOSTS(ENG.SURVEY.GEOTECH)7.5% $ 340,574.48 TOTAL $ 4,881,607.48 NOTES Since Weslfall Engineering,PLLC has no control over the cost of labor,materials,equipment,or services furnished by others,or over methods of determining price,or over competitive bidding or market conditions,any and all opinions as to the cost herein,including but not limited to opinions as to the cost of construction materials,shall be made on the basis of experience and best available data.Woslfall Engineering,PLLC cannot and does not guarantee that proposals,bids,or actual costs will not vary from the opinions on costs shown herein.Review all notes and assumptions.Westfall Engineering,PLLC has not prepared fully engineered construction drawings for this site, therefore,the final quantities are subject to change.Additionally,the final construction plans could change significantly A CAPITAL COSTS.STRUCTURES Description Quantity Unit Cost/Unit Total A CAPITAL COSTS-SITE AMENITIES Description Quantity Unit Cost Unit Total Site Lighting 1 EA $ 125,000.00 $ 125,000.00 Landscaping(Incl,Buffer Zones) 1 EA $ 100,000.00 $ 100,000.00 Site Furnishings(trasch rece .,benches,etc.) 1 EA $ 40,000.00 $ 40,000.00 Signage&Wayfinding 1 EA $ 45,000.00 $ 45,000.00 Contractor Fee/OWGen Cond. 14 % $ 310,000.00 $ 43,400.00 Page 2 of 3 Page 43 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan 363,400.00 B FINANCING COSTS Description Quantity Unit Cost/Unit Total s D PROFESSIONAL.SERVICES Description Quantity Unit Cost/Unit Total Civil(Captured in OPC - EA $ - $ Architectural 1 EA $ 36.000.00 $ 35,000.00 Structural 1 EA $ - $ - MEP 1 EA $ 10,000.00 $ 10,000.00 $ 46,000.00 F ORGANIZATIONAL COSTS Description Quantity JUnit Cost/Unit Total Traffic Impact Study 1 EA $ 12,000.00 $ 12,000.00 Geotechnlcai Study(Captured in OPC EA $ - $ Surveys(Captured in OPC EA $ $ 12,000.00 SUMMARY OF COSTS Description Total SUMMARY OF CAPITAL CIVIL COSTS $ 4,881,567.48 A CAPITAL COSTS-STRUCTURES $ A)CAPITAL COSTS-SITE AMENITIES $ 353,400.00 B FINANCING COSTS $ (D)PROFESSIONAL SERVICES $ 45,000.00 F ORGANIZATIONAL COSTS $ 12,000.00 SUBTOTAL $ 6,291,967.48 CONTINGENCY(6%) $ 264,698.37 TOTAL $ 6,556,665.85 Page 3 of 3 I Page 44 of 60 I Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan OPINION OF PROBABLE CONSTRUCTION COST Prepared By: Date Prepared: 7/12123 W F S ( FA I-.L Project Number 23010001 Contact:Michael Wostfall,PE (214)846-9397 Client: BV Blackard Corpus Land LLC 8390 Lyndon B Johnson Freeway,Suite 565 Dallas,TX 75243 Project:Barlsl Village Phase 4 GRADING Descrl tion lQuantlty JUnit lCost/Unit Total Earthwork CuUFlll 1 42,500 1 CY 1$ 15.00 $ 637,500.00 $ 637,500.00 ONSITE PAVING AND WALLS Description Quantity Unit Cost Unit Total Drainage Infrastructure 31,360 FF $ 50.00 $ 1,568,000.00 Fire Lane Pavement 7,380 SY $ 96.00 $ 708,480.00 Parking Lot Pavement 201 SY $ 85.00 $ 17,085.00 Concrete Sldewalk 30,060 SF $ 8.00 $ 240,480.00 $ 2,534,045.00 STORM DRAINAGE Description Quantity Unit Cost/Unit Total 18"RCP 940 LF $ 175.00 $ 164,500.00 24"RCP 103 LF $ 200.00 $ 20,600.00 30"RCP 45 LF $ 225.00 $ 10,125.00 36"RCP 143 LF $ 250.00 $ 35,750.00 Curb Inlet 7 EA $ 10.000.00 $ 70,000.00 Grate Inlet 4 EA $ 5,000,00 $ 20,000.00 Manhole I 1 EA $ 10.000.00 $ 10,000.00 $ 330,975.00 Pagel of 3 Page 45 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan SANITARY SEWER Description Quantity Unit Cost/Unit Total 15"Sewer Line 1,437 LF $ 100.00 $ 143,700.00 12"Sewer Line 759 LF $ 90.00 $ 68,310.00 8"Sewer Line 30 LF $ 75.00 $ 2,260.00 4'Dia.MH 22 EA $ 15,000.00 $ 330,000.00 $ 544,260.00 WATER Description Quantity JUnIt Cost/Unit Total 12"Water Line 1.340 LF $ 100.00 $ 134.000.00 8"Water Line 1,122 LF $ 90.00 $ 100,980.00 Fire H dank 6 EA $ 5,000.00 $ 30,000.00 $ 264,980.00 SUMMARY OF CAPITAL CIVIL COSTS Description Total POND WORK AND MASS GRADING $ 637,500.00 ON-SITE PAVING AND WALLS $ 2,534,046.00 OFF-SITE WORK STORM DRAINAGE $ 330,975.00 SANITARY SEWER $ 544,260.00 WATER $ 264,980.00 SUBTOTAL $ 4,311,760.00 SOFTCOSTS(ENG.SURVEY.GEOTECH)7.5% $ 323,382.00 TOTAL $ 4,635,142,00 NOTES Since Westfall Engineering,PLLC has no control over the cost of labor,materials,equipment,or services furnished by others,or over methods of determining price,or over competitive bidding or market conditions,any and all opinions as to the cost herein,including but not limited to opinions as to the cost of construction materials,shell be made on the basis of experience and best available data.Weslfall Engineering,PLLC cannot and does not guarantee that proposals,bids,or actual costs will not vary from the opinions on costs shown herein.Review all notes and assumptions.Weslfall Engineering,PLLC has not prepared fully engineered construction drawings for this site, therefore,the final quantities are subject to change.Additionally,the final construction plans could change significantly A CAPITAL COSTS-STRUCTURES Description lQuantity JUnit Cost/Unit Total Garage 125 SP $ 13,500.00 $ 3,687,500.00 Contractor Fee/OH/Gen Cond. 14 % 1$ 3,687,600.00 $ 516,250.00 $ 4,203,750.00 A CAPITAL COSTS-SITE AMENITIES Description Quantity Unit Cost/Unit Total Site Lighting 1 EA $ 150,000.00 $ 150,000.00 Landscaping(Incl.Buff or Zones) 1 EA $ 250,000.00 $ 250,000.00 Site Furnishings((rasch recap.,benches,etc.) 1 EA $ 40,000.00 $ 40.000.00 Signage&Wayfinding 1 EA $ 45,000.00 $ 45,000.00 Contractor Fee/OH/Gen Cond. 14 % $ 485,000.00 $ 67,900.00 Page 2 of 3 Page 46 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan 552,900.00 8 FINANCING COSTS Description Quantity Unit Cost/Unit Total $ fl PROFESSIONAL SERVICES Description Quantity Unit Cost/Unit Total Civil Captured in OPC EA $ $ Architectural 1 EA $ 50,000.00 $ 50,000.00 Structural 1 EA $ 65,0o0.00 $ 65,000.00 MEP 1 EA $ 40,000.00 $ 40,000.00 $ 165,000.00 F ORGANIZATIONAL COSTS Description lQuantity Junit Cost/Unit Total Traffic Impact Study 1 EA $ 12,000.00 $ 12,000.00 Geotechnical Stud (Captured in OPC EA $ - $ - Surveys(Captured In OPC EA $ $ $ 12,000.00 SUMMARY OF COSTS Description Total SUMMARY OF CAPITAL CIVIL COSTS $ 4,635,142.00 A CAPITAL COSTS-STRUCTURES $ 4,203,760.00 A CAPITAL COSTS.SITE AMENITIES $ 562,900.00 (B)FINANCING COSTS $ (0)PROFESSIONAL SERVICES $ 165,000.00 F ORGANIZATIONAL COSTS !$1�477,939.60 12,000.00 SUBTOTAL 58,792.00 CONTINGENCY(5%) TOTAL 36,731.60 Page 3 of 3 Page 47 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan OPINION OF PROBABLE CONSTRUCTION COST Prepared By: Date Prepared: 7/12123 W F S T FA L L Project Number: 23010001 Contact:Michael Woslfall,PE (214)846-9397 Client: BV Blackard Corpus Land LLC 8390 Lyndon B Johnson Freeway,Suite 666 Dallas,TX 75243 Project:Barisl Village Phase 5 GRADING Description lQuantIty JUnit Cost/Unit ITotall Earthwork Cut/Fill 20,500 1 CY 1$ 5.00 $ 102,500.00 $ 102,500.00 ONSITE PAVING AND WALLS Description Quantity Unit Cost/Unit Total Drainage Infrastructure 9,752 FF $ 50.00 $ 487.600.00 Fire Lane Pavement 4,136 SY $ 96.00 $ 397,056.00 Parking Lot Pavement 561 SY $ 85.00 $ 47,685.00 Concrete Sidewalk 6,860 SF $ 8.00 $ 46,880.00 Bridge 3,166 SF $ 500.00 $ 1,583,000.00 $ 2,562,221.00 OFFSITE WORK Description lQuantity Unit Cost/Unit Total Offslte Turn Lane 2 LS $ 100,000.00 $ 200,000.00 Median Openln 1 LS $ 60,000.00 $ 60,000.00 $ 260,000.00 Pagel of 3 Page 48 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan STORM DRAINAGE Description Quantity Unit Cost/Unit Total 18"RCP 706 LF $ 175.00 $ 123,550.00 24"RCP 275 LF $ 200.00 $ 55,000.00 Curb Inlet 5 EA $ 10.000.00 $ 50,000.00 Manhole 3 EA $ 10,000.00 $ 30,000.00 $ 258,550.00 SANITARY SEWER Description Quantity Unit Cost/Unit Total 15"Sewer Line 617 LF $ 100.00 $ 61,700.00 12"Sewer Line 362 LF $ 90.00 $ 31,680.00 8"Sewer Line 76 LF $ 75.00 $ 5,700.00 4'Dla.MH 6 EA $ 15,000.00 $ 90,000.00 $ 189,080.00 WATER Description Quantity JUnit Cost/Unit lTotal 12"Water Line 1,039 LF $ 100.00 $ 103,900.00 8"Water Line 101 LF $ 90.00 $ 9,090.00 Fire Hydants 4 EA $ 5,000.00 $ 20,000.00 $ 132,990.00 SUMMARY OF CAPITAL CIVIL COSTS Description Total POND WORK AND MASS GRADING $ 102,500.00 ON-SITE PAVING AND WALLS $ 2,562,221.00 OFFSITE WORK $ 260,000.00 STORM DRAINAGE $ 258,550.00 SANITARY SEWER $ 189,080.00 WATER $ 132,990.00 SUBTOTAL $ 3,505,341.00 SOFTCOSTS(ENG.SURVEY.GEOTECH)7.5% $ 262,900.58 TOTAL $ 3,768,241.58 NOTES Since Weslfall Engineering,PLLC has no control over the cost of labor,materials,equipment,or services furnished by others,or over methods of determining price,or over competitive bldding or market conditions,any and all opinions as to the cost herein,Including but not limited to opinions as to the cost of construction materials,shall be made on the basis of experience and best available data.Weslfall Engineering,PLLC cannot and does not guarantee that proposals,bids,or actual costs will not vary from the opinions on costs shown herein.Review all notes and assumptions.Weslfall Engineering,PLLC has not prepared fully engineered construction drawings for this site, therefore,the final quantities are subject to change.Additionally,the final construction plans could change significantly A CAPITAL CCSTS-STRUCTURES Description lQuantity JUnit Cost/Unit Total Garage 1 125 1 SP $ 13,500.00 $ 3,687,600.00 Contractor Fee/OH/Gan Cond. 14 1 % $ 3,687,500.00 $ 516,250.00 $ 4,203,750.00 Page 2 of 3 Page 49 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan A CAPITAL COSTS-SITE AMENITIES Description Quantity Unit Cost Unit Total Site Lighting 1 EA $ 150,000.00 $ 160,000.00 Landscaping(Ind Buffer Zones) 1 EA $ 250,000.00 $ 260,000.00 Site Furnishings(trasch recap.,benches,etc.) 1 EA $ 40.000.00 $ 40.000.00 SI nage&Wayfinding 1 EA $ 46.000.00 $ 45,000.00 Contractor FeeloWGen Cond. 1 14 1 % $ 486,000.00 $ 67,900.00 $ 552,900.00 S FINANCING COSTS Description lQuantity JUnIt Cost/Unit Total D PROFESSIONAL SERVICES Description Quantity Unit Cost/Unit Total Civil(Captured In OPC) EA $ $ - Architectural 1 EA $ 100,000.00 $ 100,000.00 Structural 1 EA $ 50,000.00 $ 60,000.00 MEP 1 EA $ 60,000.00 $ 60,000.00 $ 210,000.00 F ORGANIZATIONAL COSTS Description lQuantity lUnIt Cost/Unit Total Traffic Impact Study 1 EA $ 12,000.00 $ 12,000.00 Geotechnical Study Captured In OPC) EA $ $ Surveys Captured In OPC EA $ $ - $ 12,000.00 SUMMARY OF COSTS Description Total SUMMARY OF CAPITAL CIVIL COSTS $ 3,768,241.68 (A)CAPITAL COSTS-STRUCTURES $ 4,203,760.00 (A)CAPITAL COSTS.SITE AMENITIES $ 652,900.00 B FINANCING COSTS $ (D)PROFESSIONAL SERVICES $ 210,000.00 F ORGANIZATIONAL COSTS $ 12,000.00 SUBTOTAL $ 8,746,891.68 CONTINGENCY(5%) $ 437.344.58 TOTAL $ 9,184,238.16 Page 3 of 3 Page 50 of 60 I I I Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan OPINION OF PROBABLE CONSTRUCTION COST Project:Barlsl Village All Phases SUMMARY OF COSTS Description Total SUMMARY OF CAPITAL CIVIL COSTS $ 32,452,890.39 (A)CAPITAL COSTS-STRUCTURES $ 18,778,650.00 (A)CAPITAL COSTS-SITE AMENITIES $ 3,664,600.00 (B)FINANCING COSTS $ (D)PROFESSIONAL SERVICES $ 830,000.00 (F)ORGANIZATIONAL COSTS $ 83,000.00 SUBTOTAL $ 56,009,140.39 CONTINGENCY(5%) $ 2,800,457.02 TOTAL $58,809,597.41 Page 1 of 1 Page 51 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan r. fond and Gladln9•$610,000 I. frindpolfbta•$SIS,ODO 1 ,( 1 e. St-oh.Sldowolkl,Wdlb• 1.PuhNe K.Muamf-$125,000 K.Ophllnp•$126,000 1, S I e. 0udle TraNle Work•$1.603,968 1. londlcopinp•$500,000 ld D. Sloan Dnepe-$112.600 1 IurMINnO•$60AW 1 E. Sen my bower-$739.000 M.Sipnope•MOM 1 F. Wo111 UM".6•$397,000 O. feel,Oee'I"Od, 1 G.Porklnp ll—po-$4.160.009 G.nerul Cendlf4n6•$1.171,600 11. 8.4 Tower-$750.009 1 $OITCOSIS(ING.SURVEY.GSOIICN(7.5^.-103,760,78 r I C-llnpency•$767,137A9 1 Non-llnnnn[c"p lubk Coll• $I S I'll 8 79— 1 tD M � r I I Markaid cmipaniec :• ee' L.A. nrsll 1 INI.1 -tj•ti/�y—�.1 ' I.d - ., dl' L..1_ T ,,�� � �-tea I.f�_.`• 63 14 .,4-..,`IVY., ,S E,; "i 1 � i—•------------------t tI-A , . 11. Pond and GmMnq•$5,.1.I SISU G. S410 1 81 6. '10'M.sldow I;- Woal•S].659.7169S N. $pod>C-ud,•$500,000 - ♦"y .� .7i17-S_' 1 C. $loan Om In.po•437.11p0 L W.do".Oh apinp•$50O00p �D. $oNlary Soww•$6J7,110 J. fulnllhlnpb•$30,000 8: 1 L SYnlar UI0Ui.1•5666 780 K. SIO." •NS.000 t' � �,17 e�•�` ( S iF. Pwklnp Galnpe•$6.7W.760 1. Pon"I'd C-dill � 4 Oenolnl Condlllom•$J49.0J0� I SOfICOSIS(6NG.$uRVEy.GSOIECN(7.6!t- $016.70462 (, combp.ncr•s6e7.17s,95 I w 1 ---o—M1-on--- n=Pu-11=Co-1t 18.576-NJ-0--- e ,� t _ e •�- � IIIInck:nJ binnpenlrs e _ 1 ®NNIGEVI%I R111D tt111I Page 52 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan IL r-------------—� f, t,.fv«...... ' 9. I++J,pp+..Y+ns..nlpe,p G. C ^�n•avf+.4ll pr/ 11. I...•.p.Wtap I f011[OII111HG 1YIYII.Og11CM)II•.-111p f114 �-. � I f+nVy.nr'1111 f1111 I ' IatNxo+l.a.v,pIW4 CO,nSf 11111f p1 I t Rol! Ulackunl Cumpanicx :• ••V i���A"JJJI • 1 ®BRIDGEVIEW Y+anl xl+1 I n I A. Pondand GI.Wro $637,500 G. Silt IlohMo•$150.D00 , - a. S11-11.Sid—oWt.Wo41• U. Itm+dlc a)dno-$7S0000 y a �� 1•�)�''',��. $2.534.045 I. F—hh'Aq,•$40,000 4 �— ' I C. Slonn D¢dnog••$44,1 J. Slgnog••$45,000 I D. Sanllory Sewol•$SN,E60 K. fw,OYelhoad. 1 h- E. Wa1Y1 Uh11110,•$264.990 Go,'. CanOAlont•$234.900 4R I P.Wng Garage•$470S.750 SOfICO5i3 IEUO.SUIIVEV.OEOIICIQ 7.5%- $515.317.00 Congr g•ncy• $/77,959 . { ' IYlal Flan•fl U F.W.Coth•$t$100)6.771.60 I 4 )I or I +• I to, Barlsi Village ,,• 11hrkaldCumpankY Phase 4-Total +Public Coll'.$10,036,731.60 P ®RRIIN:EVIf.W M.11 1+11 I, Page 53 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan Ik. fundand Gmlks,WaI07,S00 11. tandich1410• 42SO.D0 v 1. Slruell.Sldew0lN/.WaNI 1. Iandlcopin0•S7S0.000 I •$7,SE9,971 1. fwldlhln0l•ND,000 1 .. C.Olhllc U.M.W.IA-$260.000 K, Slg..gc•NOD S,O ' G. Sloan OwlOuOu•$250.SSO L lau,O—hand, i 1 E. 5nMnry S.Wc1•$10.040 Geo-1 CunddonS•$70/,500� { { I. l4alnl UliGllal•S107.910 � G.M1lrkln0 G—ji..$4.200.750 SOFIC.OS151EHG,SURVEY.GEOEICH�7.d, •S7F1,100 SO - �r• f �. .+won-�In N• $7-7sU.6!—_ l— Hon•Ilno —YULUc —-59,18——5 _ 1 '�is_ _��O'P✓O /� !1 r ,AI 1 Fit.] 1114d d Compnnio :� •� ®pR111GCY1f.W -7 Y1.11 1 1111 Page 54 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan 7. EXHIBIT A: Legal Description URSAM ENGINEERING April 24,2014 .lob No.2612.114.01 127.72 Acres S'I'A'110F 11iXAS COUNTY 01.NLJGCGS Fieldnoles for 127.72 Acres,more or less,comprised of All of'Tracts I&2,"Tile Pharaohs Country Club,a map of which is recorded in Volume 33,Page 69,of the Map Records of Nucces County, 'remns,together with that portion of Nile Drive,It public roadway,as dedicated in said Volume 33,Page 69 and All of Block 3,Pharaohs Valley Northeast,a trial)of which is recorded in Volume 26,page 11,of the said Map Records,said 127.72 acre tract being more fully described as follows: Beginning on the Southwest R-O-W line of Gnnis Joslin Road,a public roadway,the Gast corner of Block A,Pharaohs Valley Northeast,a map of which is recorded in VOInnic 31,Page 55 of file said Map Records,for the North corner of the said'I'ract I and this track 'Thence,South 33°46'30"Gast,Willi the common line of the said Southwest R-O-W and the Northeast line of the said'I'racl I,508.39 feel,for it corner this tract and the point of curvature of a curve to the right,having a Central angle of 25'15'27",a radius of 1869.86 feel,an are length of 824.28 feet,a chord bearing of South 21°08'46"Gast and a chord length of 817.63; 'I'hcncc,with the said common line,Willi the are of the said curve to the right,824.28 feet,to the North Corner of"fract 6,Pllnraoh Valley Northeast Unit 1,a map of which is recorded in Volume 45, Page 115 of the said Map Records,the Gast corner of the said'rract I,for a corner of this tract; Thence,South 78°03'07"West,with the Northwest line of the said"rract 6,Tract 5,I'haraoh Valley Srnuhcast Unit I,it map of which is recorded in Volume 42,Page 141,of file said Map Records and Block 2,Pharaoh Valley Carriage Park GnsCrown-Houses,it amp of which is recorded in Volume 38, Page 9,of the said Map Records,the South line of the said'11-net I, 1035.74 feet,for a corner of this tract and the point of curvature of a curve to the right,having n Central angle of 40°59'33",it radius of 214.01 feet,an arc length of 153.11 feel,a chord bearing of North 81°27'07"West,it chord Icugth of 149.87 feel; Thence,Willi the North line o1'lhc said Block 2,the South line of the said'I'ract I,Willi the arc of the said curve to the right, 153.11 feet,for a corner of this tract; 'Thence,North 60°57'20"West,with the Northeast line of the said Block 2,Block I,Pharaoh Valley Carriage Park'rown-I louses,a map of which is recorded in Volumc 33,Page 8,of the said Map Records,the Southwest Zinc of the said'fract 1,820.00 foci,1'or it corner of this tract and the point of curvature of it curve to the left,having a Central angle of 90°00'00",it radius of 140.00 feet,all are length of 219.91 feet,a chord bearing of South 74°02'40"West,a chord length of 197.99 feet; "I'hcnco,Willi the North line of the said Block I,the South Zinc of the said'Tract I,With file are of fhc said curve to the lell,219.91 feel,for a earner of this Iraq; %NSun•cyingQ612W-I0Ik0ITIC AII;IFSAND1101INDSV-N127.72Auvs hnir.docx Togo I ors (361)854-3101 2725 SWANTNER DR..CORPUS CHRISTI,TEXAS 78404 FAX(361)854-6001 www.urbanenrt.com TBPE Firm H 145.TBPLS Firm H 10032400 Page 55 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan "Thence,South 29°02'40"Wes(,with the Northwest line of the said Block I,the Southeast line of the said'I'ract I,475.00 feet,to the North R-O-W line of McArdle Road,for a corner of this tract; "I'Ienec,North 60°57'20"West,with the Northeast line of the said McArdle Road R-O-W, the Southwest line of the snid'fract I,360.00 Icel,to Last line of Block 10,Pharaoh Valley Soulhwesl Unit 2,a map of which is recorded in Volume 29,Page 60,of the said Map Records,l'or a cornwr of this tract and the point of curvature of a calve to the left,having a Central angle of 20°38'00",a radius of 439.48 Iccl,an arc Icnglh or 158.27 feet,a chord hearing of North 18°43'40"frost,a chord length of 157.41 feet; Thence,with the East line of Lots 15.16,of the said Block 10,the West line of the said'Tract 1, with the arc of the said curve to the left,158.27 feel,for it corner of this tract; Thence,North 08°24'40"East,with the East line of Lots I I-15,of the said Block 10,the West line of the said'Tract 1,448.44 feet for a corner of(his tract and the point of curvature of a curve to the left,having a Cenral angle of 69°22'00",a radius of 324.97 feet,an arc length of 393.43 feel,a chord bearing or North 26°16'20"West,a chord length of 369.84 Not; Thence,with the Northeast line of Lots 8-1 I,of the said Block 10,the Southwest line of the said 'I'ract 1,with the arc of the said Curve to the Ion,393,43 feet,for a corner orthis tract; Thence,North 60°57'20"West,with the Northeast line of Lots 1-8,of the said Block 10,the Southwest line of(lie said*tract 1,810.00 feel,to the Last R-O-W of Nile Drive,for the West corner of the said'fract I and of this tract; Thence,North 60°58'50"West,crossing the said Nile Drive,at 60 feet,pass the West R-O-W of the said Nile Drive,the Northeast corner of Block 19,Pharaoh Valley Southwest Unit I,a 1118P ollvhich is recorded in Volatile 28,Page 94,of fhc said Map Records,a Southeast corner of the said'rract 2,in all 70.00 feel,f'or it corner of this tract and the point of curvature of a curve to the left,having a Central angle of 90100'00",a radius of 585.50 feet,an arc length of 919.70 feet,a chord hearing of South 74°01'l0" Wes[,a chord length of 828.02 feet; 'thence,with(Ile Northwest line of Lots 3-12,of the said Block 19,the Southeast line of the said 'I'ract 2, the arc of(hc said curve to the left,919.70 feel,for a corner of this tract; 'I'hcnce,South 29°01'I0"West,with the Northwest line of Lots 1-3,of(he said Block 19,the Southeast line of'fracl 2, 199.74 feet,to the North R-O-W of McArdle Road,the Southwest corner of the said Block 19,for a corner of this tract; 'Thence,North 61°00'00"West,with(he said North R-O-W,(he Southwest line of the said'rracl 2,472.30 feet,to the South corner of Block 18,Pharaoh Valley West,a map of which is recorded in Volume 29,Page 100,of the said Mal)Records,for the West corner of the said'frocl 2 and this tract; Thence,North 28°58'20"East,with Southeast line of Lots 1-18,of the said Block 18,the Northwest line of the said'fract 2, 1434.11 feet,for a corner of this tract; 'Thence,North 43*17'48"West,with the Northeast line of Lots 18-25,snid Block 18,the Southwest line of the said'I'ract 2,615.54 feet,to a Southeast corner of Block 24,Pharaoh Volley North Unit 2,it mail of which is recorded in Volume 32,Page 72,of the said Mal)Records,for a West cover of the said tract 2 and(his tract; 5:\tiurvcying126121n4allO1'I:ICI\P11SI[IS ANDIIOIINDS11N127.72Acres bmr.docx Pngc2"I'S (361)854-3101 2725 SWANTNER DR..CORPUS CHRISTI,TEXAS 78404 FAX(361)854.6001 www,urbaneng.com TBPE Firm#145.TBPLS Firm 1110032400 Page 56 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan 'I'hcnce,North 29°02'40"Enst,with Cite Southeast line of Lots 19.22,of the said Block 24,the Northwest line of the said'I'ract 2,315.00 feet,for a corner of this tract; Thence,North 48053119"East,with the Southeast line of Lot 18,of the said Block 24,the Northwest line of the said Tract 2,62.49 feel,for the North corner of this tract; Thence,South 80047'59"Bast,with the Soulhcast line of Lot 16,of lite said Block 24,the Northeast line of the said'1'racl 2,62.49 feet for a corner of this tract; 'Thence,South 6005720"East,with the Southwest line of Lots 15-9,of the said Block 24,Lots 2- 8,Blocks 24,I'harnolt Valley North(Jail I,a mail of which is recorded in Volume 32,Page 30,of the said Mal)Records,the Northeast line of the said'I'ract 2, 1193.12 feet,to the West corner of Lot I A, Block 24,Phm•noh Valley North Unit I,a n)ap orwhich is recorded in Volume 53,Page 12,of the said Mal)Records,for a corner of this tract; Thence,South 51*51'53"East,with the Southwest line of the said Lot IA,the Northeast line of the said'Tract 2,71.95 feet,for a corner of this Irael; 'I'hettce,North 73°20'55"East,with the Southeast line of the said Lot IA,the North line of the said'I'ract 2,85.90 feet,to the Southwest R-O-W line of Pharaoh Drive,the East corner of the said Lot I A,for a corner of this tract and file point of curvature of a curve to the left,having a Central angle of 44'1945",a radius of 345.00 feet,an are length of 266.92 feet,a chord hearing of South 38°48'57"East,a chord length of 260,32 feet; Thence,with the Southwest line of the said I'hamoh Drive,the Northeast line of the said Tract 2, with the arc of the said curve to the loll,266.92 feet,for it corner of this tract and lite point of curvature of it reverse curve to the right,having a Central angle of 90°00'00",a radius of 10,00 feet,an are length of 15.71 feel,it chord bcnring of South 15'58'50"Bast,a chord length of 14.14 feet; Thence,with the West line of the snid Pharaoh Drive,the East line of the said'1'ract 2,with the are of the said reverse curve to the right, 15.71 feet,to the East R-O-W of the said Nile Drive,for a corner of this tract; 'I'hencc,South 29001'l0"West,with lite Northwest line of the said Nile Drive,the Southeast lino of the said'I'ract 2,77.00 feet,to the East corner of Block 13,Pharaoh Valley Southwest Unit I,it map of which is recorded in Volume 28,Page 94,of the said Map Records,for a corner of this tract; 'I'Itence,North 60°58'50"West,with the Northeast line of Lot I,of the said Block 13,the Southwest line of the said'line(2, 125.00 feet,to the North corner of the said Block 13,for a corner of this tract, 'I'hcnce,South 29001'10"West,with the Northwest line of Lots 1.8,of the said Block 13,the Southeast line of the snid'Tract 2,640.00 feel,to the West corner of the said Block 13,for a corner of this tract; Thence,South 60058'58"East,with the Southwest line of the said Lot 8,the Northeast line of the said'Tract 2,at 125.00 feet,pass the West It-O-W of the said Nile Drive,in all 185.00 feet,to the East R- OW of lite said Nile drive,the West line of the snid'I'ract I,for it corner of this tract; S:\Survc)iugU612M-l0I UIPIYC IMIE WS AND IIOIINnti1f N 127.72Acrcs_buu.drxa I'age.3 of 5 (361)8S4-3101 2725 SWANTNER DR..CORPUS CHRISTI,TEXAS 78404 FAX(361)854-6001 www.urbanena.com TBPE Firm#145.TBPLS Firm ti 10032400 Page 57 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan "Thence,North 29°0I'I0"East,with the Southeast line of the said Nile Drive,the Northwest line of the said'Tract I,5.03 feet,to the West corner of Block 2,Pharaoh Valley Norlhcast,a ntap of which is recorded in Volume 26,Page 11,of the said Map Records,for a comer of this tract; Thence with the common line orthe said Block 2 and the said Tract I,as follows: • South 60°57'20"East, 125.00 reel,for it corner of this tract; • North 29°02'40"Bast,290.00 feet,for a corner of this tract; • South 60°57'20"East,145.00 feel,for a corner of this tract; • North 29°02'40"East,57.30 feet,to the South R-O-W line of Cairo Drive,for a corner of this tract and the point of curvature of a curve to the Leff,having a Central angle of 34°54'S4",a radius of 50.00 feet,an arc length of 30.47 feet,a chord bearing of South 60°57'20"East,a chord Icngth of 30.00 feet; • With the arc of the said Curve to the tell,30.47 feet,for a corner of this tract, • South 60057120"West,57,30 feet for a corner of this tract; • South 60°57'20"East,290.00 feet for a earner of this tract; • North 29002'40"East,57.30 reel,to the South R-O-W line of Sudan Drive,for a corner of this tract and the point of curvature of a curve to the Left,having a Central angle of 34°54'54",it radius of 50.00 feet,all are length of 30.47 feet,a chord hearing of South 60057'20"East,a chord Icngth of 30.00 feet; • With the arc of the said Curve to the left,30.47 feet,for a corner of this tract; • South 29°02'40"West,57.30 feet for it corner or this tract; • South 60°57'20"East,290.00 feet for a corner of this tract, • North 29°02'40"East,72.30 feet,to(he South R-O-W line of Karnak Drive,for a corner of this tract and the point of curvature of a curve to the Left,having a Central angle of 34°54'54",a radius or 50.00 Iccl,all arc length of 30.47 feet,a chord bearing of South 60°57'20"East,a chord Icngth of 30.00 feet; • With the arc orthe said Curve to the loft,30.47 feet,for a corner of this tract; • South 29°02'40"West,72.30 feet,for a corner of this tract; • South 60°57'20"East,95.00 feet,for a comer of this tract and the point of curvature of a curve to the Lefl,having a Central angle of 90°00'00",a radius of 50.00 feet,an are Icngth of 78.54 feet,a chord bearing of North 74'00'00"East,a chord length ot'70.71 Icc(; • With the arc of the said Curve to the left,70.71 feel,to the West line of Block 3,Pharaoh Valley Northeast,a map of which is recorded in Volume 26,Page 11,of the said Map Records,for a corner of this tract; Thence,North 29°02'40"Enst,with the Southeast line of Lots 34-37,of the said Block 2,the Northwest line of the said Block 3,375.00 feet,to the Southeast R-O-W line of the said Pharaoh Drive, the North corner of the said Block 3,for a corner of this tract; 'Thence,South 60°57'20"East,With the Southeast line of the said Pharaoh Drive,the Northeast line orthe said Block 3,320.00 feet,to the North comer of,Block 4,or the said Pharaoh Valley Northeast,the East corner of the said Block 3,f'or a corner of this tract; 'Thence,South 29102'40"West,With the Northwest line of Lots 1-4,of the said Block 4,the Southeast line of(he said Block 3,370.00 feel,to a comer of the said'rracl I,for a corner of(his tract and the point orcurvature of a curve to the Icl,having a Central angle of90°00'00",a radius of 50.00 feet,an arc length of'78.54 feel,a chord bearing of South 15°57'20"East,a chord length of 70.7]'feet, SaSuncyingt2L12\I1a01\OrPICIiV�11iTFS AND 110l1NI)S11•N127.72Acres_bmrcdocx 1'"gc.1 of S (361)854-3101 2725 SWANTNER DR.•CORPUS CHRISTI,TEXAS 78404 FAX(361)854-6001 www.urbaneniz.com TBPE Firm It 145.TBPLS Firm#10032400 Page 58 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan Thence,with the arc of the said Curve to the lell,70.71 feet,for a corner of(his tract; Thence,With the common line of the sad Block 4 and the said'fracl I as Collows: • South 60°57'20"Gast,95.00 feel,for a corner of this tract; • North 29e02'40"Ens(,72.30 feel,to ilia South R-O-W line of Luxor Drive,for a corner of this Iraq and(he point of curvature of a curve to the Lcfl,having a Central angle of 34°54'54",a radius of 50.00 feet,an arc length of30.47 feet,a chord hearing of south 60°57'20"Bast,a chord length of 30.00 feel; • With the arc of ilia said Curve to Ilia left,30.47 feat,for a corner of this tract; • South 29°02'40"West,72.30 feel,for a corner of this tract; • South 74°04'20"fast,297.76 feet,for a corner of this tract; • North 29°02'40"East,64.72 feet,to Ilia South R-O-W line of Memphis Drive,for a corner of this tract and(he point of curvature of a curve to the Lcfl,having a Central angle of 34°54'54",a radius of 50.00 feet,an arc length of 30.47 feet,a chord hearing of South 60e58'31"East,a chord Icnglh or30.00 fact; • Willi the arc of the said Curve to the left,30.47 feel,for a corner of this tract; • South 29e02'40"West,57.74 feel,for a corner of this tract; "Thence,South 74e04'20"East,at 152.25 feel,pass the West corner of Block A,Pharaoh Valley Norlheasl,a map of which is recorded in Volume 31,Page 55,of the said Map Records,the Southeast corner of the said Block 4,in all 204.66 feet,for a corner of this tract and the point of curvature of a curve to the Loll,having a Central angle ol'53114'20",a radius of 387.10 feet,all arc Icnglh of 359.69 feet,a chord hearing of North 79°18'30"Gast,a chord length of 346,89 feel; Thence,Willi the common line of the said Block A and(lie said'I'racl I,ilia arc of the said Curve to the left,346.89 feet,for a corner of this tract; Thence,North 52°41'20"Fas(,with Ilia Southeast line of the said Block A,ilia Northwest line of ilia said'fract I,239.89 fact,to ilia Point of Beginning,containing 127.72 acres(5,563,545 square feco of land,more or less. Bearings based on the record plat of'fhe Pharnohs Country Club,a map of which is recorded in Volumc 33,Page 69,of the said Map Rccords,(not based on an on-the-ground survey), Unless this I ield Notes Description,including preamble,seal and signature,appears in its entirely,in its original form,surveyor assumes no responsibility or liability for its accuracy. Also reference accompanying sketch of tract described herein. OF URBAN ENGINL'ERING I(E{�ITu..V1/pOLCY ' b'",•""„'"....•,•,�, Kcilh W.Wooley,R.P.L.S. License No.5463 (` F6s�oy i ti:\tiuncying126121n4011OI FICI1AflaES AND 1301)NI)SII;NI27.72Acres_6mcdoc.x 110ge t ors (361)854-3101 2725 SWANTNER DR..CORPUS CHRISTI,TEXAS 78404 FAX(361)854.6001 www.urbanenR con TBPE Firm It 145.TBPLS Firm If 10032400 Page 59 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan Page 60 of 60 7 I s._ sr46 ` I q\� Barisi Village / Tax Reinvestment Zone #6 ■ I � • 127 acres of the former Pharoah Valley Country Club Location - Developer is sole owner of the parcel Information ' The land has both a Planned Unit Development (PUD) and deed restrictions that require it be developed as a high-density village. (Requires public vote to change) Development Details • Village-type development • Includes: • 1,350 multifamily units • 210 Townhomes _ • 350 Age Restricted Units - f _I Polk • 57 Single Family Homes • 120 Key Hotel i ®® � ON Ji • 96,000 square feet of retail space kj • 1,750 spaces in structured parking garages , • Public Par 3 Golf Course, sport courts, and nature preserve • Village plazas, bell tower, wedding chapel, and event space ,- • Estimated timeline for buildout of 10-12 years • Anticipated taxable value of $800M-$1B at - completion J. Or hFUTURE dOL 0 IVA Ali zk Kelm on • ffi x . ;a i37x- Ri 1 6arisi Village �•� sne�ion R V . Requested Projects for Reimbursement •Project to comply with site's PUT)that •Project to help with enhancing landscaping •Project that will improve the public pedestrian requires limited surface parking. and irrigation through out the zone. reahn •Parking structures must be built to comply • Creates a more attractive driving and walking • Includes sidewalks,decorative paving,street with density requirements. experience. furniture,signs,enhanced crosswalks,and •First floors available for public parking pedestrian-friendly lighting. Traffici •Project to improve public safety and •Project to create and improve parks •Project to provide adequate public •Project to support the development accessibility. and public spaces restrooms within the zone. of a village-style public plaza with • Includes development of streets, • These improvements can attract more shops,restaurants,public event sidewalks,and traffic improvements activity,create a sense of place,and space,and an iconic bell tower enhance the quality of life within the structure. zone. • Creates a vibrant and lively destination for social and cultural activities Supplemental iStorm •Project to enhance the ambient lighting of the site. •Project to create a public nature preserve,par 3 golf •Project for essential stormwater drainage,sanitary course and walking trail. sewer and water systems. •Provides a unique recreational and educational •Mandated by the site's PUT) opportunity for residents and visitors as well as enhance the natural beauty and biodiversity of the site. Requested Eligible Public Improvements, Facilities, & Infrastructure Reimbursement Public Sewage,Storm,&Water $8,870,640 Public Restrooms $125,000 Structured Parking $17,353,650 Village-Style Public Plaza&Tower $1,125,000 Landscaping $1,600,000 Supplemental Public Safety $675,000 Wayfinding,Signage,&Lighting $225,000 Nature Preserve,Golf,&Walking Trail $5,431,950 Traffic&Street Improvements $15,886,145 Contingency,Professional $6,648,134 fees,General Conditions,&Soft Costs Park&Fountains $890,000 Administration $2,000,000 Total Eligible Public Improvements $60,830,519 City of Corpus Christi Contribution $32,000,000 Nueces County Contribution $13,000,000 Del Mar College* $7,000,000 Total to be Reimbursed by TIRZ#6 $52,000,000 *Del Mar College has expressed interest in participating in an amount not to exceed$7,000,000 but has not finalized an interlocal agreement with the city as of today. Captured Values & Revenue Chart City of Corpus Christi Nueces County Del Mar College Requested 100%Tax Contributed Non-Contributed 100%Tax Contributed Non-Contributed 100%Tax Contributed Non-Contributed Year Contribution Revenue Increment Increment Revenue Increment Increment Revenue Increment Increment 1 95% $164,055 $155,852 $8,203 $64,938 $61,691 $3,247 $64,826 $61,585 $3,241 2 95% $529,896 $503,401 $26,495 $209,751 $199,263 $10,488 $209,390 $198,920 $10,469 3 95% $889,355 $844,887 $44,468 $352,037 $334,435 $17,602 $351,430 $333,859 $17,572 4 95% $1,383,135 $1,313,978 $69,157 $547,492 $520,117 $27,375 $546,549 $519,221 $27,327 5 95% $1,723,738 $1,637,552 $86,187 $682,314 $648,199 $34,116 $681,139 $647,082 $34,057 6 95% $2,059,813 $1,956,822 $102,991 $815,344 $774,577 $40,767 $813,939 $773,242 $40,697 7 95% $2,354,267 $2,236,553 $117,713 $931,899 $885,304 $46,595 $930,294 $883,779 $46,515 8 95% $2,709,257 $2,573,794 $135,463 $1,072,416 $1,018,795 $53,621 $1,070,569 $1,017,040 $53,528 9 95% $3,023,194 $2,872,034 $151,160 $1,196,6831 $1,136,849 $59,834 $1,194,622 $1,134,891 $59,731 10 90% $3,398,252 $3,058,427 $339,825 $1,345,144 $1,210,630 $134,514 $1,342,827 $1,208,544 $134,283 11 80% $3,610,384 $2,888,308 $722,077 $1,429,113 $1,143,291 $285,823 $1,426,651 $1,426,651 12 70% $3,718,696 $2,603,087 $1,115,609 $1,471,987 $1,030,391 $441,596 $1,469,451 $1,469,451 13 60% $3,866,097 $2,319,658 $1,546,439 $1,530,333 $918,200 $612,133 $1,527,697 $1,527,697 14 50% $3,982,080 $1,991,040 $1,991,040 $1,576,243 $788,122 $788,122 $1,573,528 $1,573,528 15 40% $4,101,543 $1,640,617 $2,460,926 $1,623,530 $649,412 $974,118 $1,620,733 $1,620,733 16 30% $4,224,589 $1,267,377 $2,957,212 $1,672,236 $501,671 $1,170,565 $1,669,355 $1,669,355 17 20% $4,351,503 $870,301 $3,481,202 $1,722,473 $344,495 $1,377,979 $1,719,506 $1,719,506 18 15% $4,481,866 $672,280 $3,809,586 $1,774,076 $266,111 $1,507,964 $1,771,019 $1,771,019 19 10% $4,616,322 $461,6321 $4,154,690 $1,827,298 $182,730 $1,644,568 $1,824,150 $1,824,150 20 5% $4,754,812 $237,741 $4,517,0711 $1,882,1171 $94,106 $1,788,011 $1,878,874 $1,878,874 $59,942,853 $32,105,340 $27,837,513 $23,727,425 $12,708,388 $11,019,037 $23,686,549 $6,778,164 $16,908,385 (- �I Participation Breakdown Tax Increment Participation by the City of Corpus Christi & Nueces Count Tax Year Increment Tax years 2025 - 2033 95% Tax year 2034 90% Tax year 2035 80% Tax year 2036 70% Tax year 2037 60% Tax year 2038 50% Tax year 2039 40% Tax year 2040 30% Tax year 2041 20% Tax year 2042 15% Tax year 2043 10% Tax year 2044 5% Next Steps ➢ Interlocal agreements approved by participating taxing entities ➢ Nueces County (10/15/24) ➢ Del Mar College (negotiations underway) Approve Potential Interlocal Agreement with Del Mar College ➢ Receive application for TIRZ Board Members (2025) ➢Appoint TIRZ Board Members (2025) ➢ TIRZ Board approves Project and Financing Plan ➢ City Council approves Project and Financing Plan (Two Readings) ' ➢ TIRZ Board approves Developer Agreement ➢ City Council approves Developer Agreement i Recommendation ➢ Approve the one-reading ordinance creating Tax Increment Reinvestment Zone #6 - Barisi Village with a base year of tax year 2024, City Participation not to exceed $32,000,000, and Nueces County participation not to exceed $13,000,000. ➢ Participation of additional taxing entities will be brought to City Council at a later date. Questions? so o N U NC°RPO0 Igo AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting October 15, 2024 DATE: October 1 , 2024 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, Assistant City Manager heatherh3@cctexas.com 361-826-3506 Resolution authorizing an Interlocal Agreement with the Nueces County regarding contribution of increment to the Reinvestment Zone No. 6, City of Corpus Christi, Texas tax increment fund for the twenty-year period ending December 31 , 2044. CAPTION: Resolution authorizing an Interlocal Agreement with the Nueces County regarding contribution of increment to the Reinvestment Zone No. 6, City of Corpus Christi, Texas tax increment fund for the twenty-year period ending December 31, 2044. SUMMARY: Nueces County has chosen to participate in the Tax Increment Reinvestment Zone Number Six (TIRZ#6) for the purposes of development in the reinvestment zone area, Barisi Village, for their mutual benefit and the benefit of their citizens. BACKGROUND AND FINDINGS: On October 31, 2023, a presentation was made to the City Council that provided an overview of the developer-petitioned Tax Increment Reinvestment Zone (TIRZ) (Ch 311 Tax Code) to provide incentives for the redevelopment of the former Pharaoh Valley County Club and Golf Club with a mixed-use village-type development. The developer has planned for a 10-12 year build out with an anticipated taxable value of$800 million to $1 billion at completion. The developer is requesting reimbursement for street, sewer, stormwater and water infrastructure; public amenities including structured parking, parks and fountains, public restrooms, village style public plaza and tower, and public wayfinding, signage, and enhanced safety lighting; costs associated with the projects including contingencies, professional fees, general conditions and soft costs; and costs related to the administration of the TIRZ. The TIRZ will exist until the infrastructure costs are reimbursed in an amount not to exceed $32,000,000 to the developer or a maximum of 20 years, whichever is less. On February 7, 2024, Nueces County authorized a not-to-exceed contribution of$13,000,000 of the Tax Increment for a period of 20 years to the Tax Increment Fund for design, installation, and construction of infrastructure and other authorized projects for or within TIRZ #6 as defined in the preliminary Project and Finance Plan (see exhibit A). City of Corpus Christi $32,000,000 Nueces County $13,000,000 Del Mar College (in process) $7,000,000 Total Reimbursement to Developer $52,000,000 Tax Increment Participation by the City Tax Year Increment Tax years 2025 - 2033 95% Tax year 2034 90% Tax year 2035 80% Tax year 2036 70% Tax year 2037 60% Tax year 2038 50% Tax year 2039 40% Tax year 2040 30% Tax year 2041 20% Tax year 2042 15% Tax year 2043 10% Tax year 2044 5% Tax Increment Participation by Nueces County Tax Year Increment Tax years 2025 - 2033 95% Tax year 2034 90% Tax year 2035 80% Tax year 2036 70% Tax year 2037 60% Tax year 2038 50% Tax year 2039 40% Tax year 2040 30% Tax year 2041 20% Tax year 2042 15% Tax year 2043 10% Tax year 2044 5% Del Mar College has also expressed interest in participating in an amount not to exceed $7,000,000 but has not finalized an interlocal agreement with the developer as of today. ALTERNATIVES: City Council could choose not to approve the interlocal agreement between Nueces County and the developer. FISCAL IMPACT: There is no fiscal impact to the City. RECOMMENDATION: Staff recommends approval of the Interlocal Cooperation Agreement with Nueces County. The participation of the county in the Tax Increment Reinvestment Zone is crucial for the success and implementation of the TIRZ #6 Project and Financing Plan. LIST OF SUPPORTING DOCUMENTS: Resolution —TIRZ #6 Interlocal Agreement Exhibit A Exhibit B Resolution authorizing an Interlocal Agreement with the Nueces County regarding contribution of increment to the Reinvestment Zone No. 6, City of Corpus Christi, Texas tax increment fund for the twenty-year period ending December 31, 2044. Be it resolved by the City Council of the City of Corpus Christi, Texas: SECTION 1. That the City Manager or designee is authorized to execute an Interlocal Cooperation Agreement with Nueces County for contribution to the Reinvestment Zone No. 6, City of Corpus Christi, Texas tax increment fund. SECTION 2. This Resolution shall take effect and be in full force immediately after its adoption by the City Council. PASSED AND APPROVED on the day of October, 2024. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Paulette Guajardo City Secretary Mayor THE STATE OF TEXAS COUNTY OF NUECES INTERLOCAL AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI AND NUECES COUNTY TAX INCREMENT REINVESTMENT ZONE NUMBER SIX (TIRZ NO. 6) This Interlocal Agreement ("Agreement") is made by and between the City of Corpus Christi, Texas ("City"),a municipal corporation and home-rule city of the State of Texas,acting by and through its governing body, the City Council, and Nueces County, Texas ("County"), a political subdivision of the State of Texas,acting by and through its governing body,the Commissioners Court. This Agreement is made under Chapter 791, Texas Government Code, and Chapter 311, Texas Tax Code, for the participation of the City and County in Tax Increment Reinvestment Zone Number Six,City of Corpus Christi,Texas ("TIRZ No. 6"), a reinvestment zone created by the City under Chapter 311, Texas Tax Code (the "Act"). WITNESSETH: WHEREAS, Barisi Village L.L.C., the sole owner of the subject property, with the exception of the right-of-way known as Nile Drive,petitioned the City to establish TIRZ No. 6 as authorized by section 311.005 (a) (4) of the Act,within the area of the City described in Exhibit"A," and depicted by map in Exhibit`B,"which exhibits are attached to and incorporated into this Agreement; and City determined that the petition complies with all requirements of the Act; WHEREAS, City prepared a preliminary reinvestment zone financing plan, a true and correct copy of which is attached to and incorporated into this Agreement as Exhibit"C," and City asserts it has taken and shall take all other actions required under Section 311.003 of the Act; WHEREAS, City conducted a public hearing on January 9, 2024, in which the hearing was convened at the time and place mentioned in the published notice, at the Regular Meeting of the City Council commencing at 11:30 a.m., at the Corpus Christi Regional Transportation Authority 2°d Floor Board Room,and which hearing was conducted in accordance with the Texas Open Meetings Act,then closed, and City,at the hearing,invited and permitted any interested person to speak for or against the creation of TIRZ No. 6, its boundaries,and tax increment financing; WHEREAS,TIRZ No. 6 is a developer-initiated tax increment reinvestment zone, and City found on January 9, 2024, that the area described in the petition requesting that the area be designated as a reinvestment zone was submitted to City by the owners of property constituting at least 50 percent of the appraised value of the property in the area according to the most recent certified appraisal roll for Nueces County; WHEREAS, on January 9, 2024, the City Council unanimously passed the first reading of the City Ordinance, as amended, establishing TIRZ No. 6 in accordance with the Act to promote development and redevelopment through the use of tax increment financing, and designating TIRZ No. 6 pursuant to the Act, See Exhibit"D" (City Minutes,January 9,2024 Regular City Meeting); Page 1 of 11 20240382 3.A.4 9-11 WHEREAS,on that day,City discussed contributing$32,000,000.00 of the Tax Increment for a period of twenty(20)years to the Tax Increment Fund(hereinafter defined in Section 1) for design,installation, and construction of infrastructure and other authorized projects for or within TIRZ No. 6 as defined in the preliminary Project and Finance Plan, See Exhibit"C",and the final Project and Finance Plan; WHEREAS, County, on February 7, 2024, authorized a not-to-exceed contribution of$13,000,000 of the Tax Increment for a period of twenty (20)years to the Tax Increment Fund for design,installation, and construction of infrastructure and other authorized projects for or within TIRZ No. 6 as defined in the preliminary Project and Finance Plan, See Exhibit"C", and the final Project and Finance Plan; WHEREAS, the Nueces County Commissioners Court finds that, through the terms of the proposed participation as set forth in this Agreement,(i)there will be no substantial adverse effect on the provision of the jurisdiction's service or tax base; and (ii) participation will not substantially adversely affect the County's ability to carry out its long-range development plans;and WHEREAS, the Act authorizes the expenditure of funds derived within a tax increment financing reinvestment zone for the payment of expenditures made or estimated to be made and monetary obligations incurred or estimated to be incurred by the municipality establishing a reinvestment zone that are listed in the project plan of the reinvestment zone,which expenditures and monetary obligations constitute project costs as defined by the Texas Tax Code. NOW THEREFORE,in consideration of the foregoing,and on the terms and conditions hereinafter set forth,the City and County agree as follows: Section 1. DEFINITIONS &INCORPORATION OF RECITALS. (a) As used in this Agreement,the following terms have the meanings set out below: 1) "Agreement" means this agreement between City and County. 2) "Captured Appraised Value" has the meaning ascribed by Chapter 311,Texas Tax Code. 3) "City"is defined in the preamble of this Agreement. 4) "City's Tax Increment Participation"means an amount of City's ad valorem tax levy on the Captured Appraised Value,which City agrees to contribute to TIRZ No. 6 under Sections 3 and 4 of this Agreement. 5) "County"is defined in the preamble of this Agreement. 6) "County's Tax Increment Participation" means the amount of ad valorem taxes levied by County acting through its Commissioners Court on the Captured Appraised Value,which County agrees to contribute to TIRZ No. 6 under Sections 3 and 4 of this Agreement. 7) "Creation Ordinance" means City Ordinance adopted by the City Council on one reading at its October 15, 2024 meeting. Page 2 of 11 8) "Developer" means Barisi Village L.L.C., the sole owner of the subject property for the designated TIRZ No. 6. 9) "Project and Finance Plan" and"Plan"mean the project plan and reinvestment zone financing plan for TIRZ No. 6,which is adopted by the board of directors of TIRZ No. 6 and approved by the City Council of City,as consistent as possible with the preliminary Project and Finance Plan described in the preamble of this Agreement. 10) "Reinvestment Zone" and "Zone" mean Reinvestment Zone Number Six, City of Corpus Christi,Texas, ("TIRZ No. 6") created by the Creation Ordinance,incorporated by reference into this Agreement, as described in the preliminary Project and Finance Plan. See Exhibit"C." 11) "Reinvestment Zone Area"means the area of City included in TIRZ No. 6 as described in the preamble of this Agreement and in the preliminary Project and Finance Plan. See Exhibit"C." 12) "Tax Increment"has the meaning ascribed by Chapter 311,Texas Tax Code. 13) "Tax Increment Fund" means the tax increment fund created by the City in the City Treasury for the Reinvestment Zone Number Six. (b) Terms used in this Agreement and not otherwise defined have the meanings ascribed to them in Chapter 311,Texas Tax Code. (c) Recitals and Attachments are Incorporated. The facts and recitations contained in the preamble of this Agreement are declared to be true and correct and are adopted as part of this Agreement for all purposes. Section 2. PURPOSE OF PARTICIPATING IN THE ZONE & MAXIMUM CONTRIBUTIONS. City and County desire to participate in TIRZ No. 6 for the purposes of development in the Reinvestment Zone Area under the Plan, for their mutual benefit and the benefit of their citizens. City and County reimbursement related to the Plan shall not exceed the following during the term of TIRZ No. 6 until the Expiration Date,unless sooner terminated as provided herein.: Developer Requested Reimbursement $52,000,000.00 Including an Administration Fee to City $ 2,000,000.00 Total Reimbursement $52,000,000.00 The maximum participation from each of the taxing entities shall not exceed the following amounts and shall be used for capital. Administrative costs, as set forth above, shall be reimbursed from City's contribution. The maximum participation from each taxing entity is as follows: Page 3of11 • City of Corpus Christi: $32,000,000.00 • Nueces County: $13,000,000.00 • Del Mar College: $7,000,000.00 Section 3. OBLIGATIONS OF CITY& COUNTY. (a) Tax Increment Participation by City. For and in consideration of the agreements of City and County set forth in this Agreement, City agrees to participate in the Reinvestment Zone by contributing into the Tax Increment Fund the percentages described herein of its Tax Increment each year during the term of this Agreement on the Captured Appraised Value of real property within the Reinvestment Zone. The maximum City contribution to the Tax Increment Fund throughout the term of this Agreement is Thirty-Two Million Dollars ($32,000,000.00) over the Term of this Agreement(the"City Maximum Contribution").The portion of the Tax Increment that City shall contribute shall be the following until the earlier of a) the expiration of the Term or b) such time as City has contributed an amount equal to the City Maximum Contribution: Table A. City Tax Year Increment Tax years 2025 -2033 95% Tax year 2034 90% Tax year 2035 80% Tax year 2036 70% Tax year 2037 60% Tax year 2038 50% Tax year 2039 40%o Tax year 2040 30% Tax year 2041 20% Tax year 2042 15% Tax year 2043 10% Tax year 2044 5% (b) Tax Increment Participation by County. For and in consideration of the agreements of City and County set forth in this Agreement,County agrees to participate in the Reinvestment Zone by contributing into the Tax Increment Fund the percentages described in Table B below of its Tax Increment each year during the term of this Agreement on the Captured Appraised Value of real property within the Reinvestment Zone. The maximum County contribution to the Tax Increment Fund throughout the term of this Agreement is Thirteen Million Dollars ($13,000,000.00) over the Term of this Agreement(the"County Maximum Contribution"). The portion of the Tax Increment that County shall contribute shall be the following until the earlier of a) the expiration of the Term or b) such time as the County has contributed an amount equal to the County Maximum Contribution: Page 4 of 11 Table B. County Tax Year Increment Tax years 2025 -2033 95% Tax year 2034 90% Tax year 2035 80% Tax year 2036 70% Tax year 2037 60% Tax year 2038 50% Tax year 2039 40% Tax year 2040 30% Tax year 2041 20% Tax year 2042 15% Tax year 2043 10% Tax year 2044 5% The current tax rates of City and County are subject to change and the respective Tax Increment Participation in this Agreement pledged shall change to the extent of any change in their tax rates;however,in no instance, shall the City or County contribute more than City and County's Maximum Contribution. (c) Payment Dates. County is not obligated to pay the County Tax Increment from any source other than taxes collected on the Captured Appraised Value. Furthermore,the County has no duty or obligation to pay the County Tax Increment from any other County taxes or revenues or until the County Tax Increment in TIRZ No. 6 is actually collected. The obligation to pay the County Tax Increment accrues as taxes representing the County Tax Increment are collected by County, and payment shall be due on May 1 of each year County participates in TIRZ No. 6. No interest or penalty will be charged to County for any late payment received from County; provided, however, the penalty and interest received by County on any delinquent taxes from the County Tax Increment shall be paid to the Tax Increment Fund. Any portion of the taxes representing County Tax Increment that are paid to County and subsequently refunded pursuant to a provision of the Act,as amended, shall be offset against future payments to the Tax Increment Fund. (d) Four (4)years from the date the Zone is created Developer is required to have: i. construction of at least ten thousand (10,000.00) square feet of commercial structure with Certificate of Occupancy issued pursuant to the Project and Finance Plan. (e) The County's participation does not extend to the tax increment on any additional property added to the Zone unless the County specifically agrees to participate in the additional area. (f) City agrees to provide County with any proposed amendments to the Project and Finance Plan at least fourteen (14) days prior to their submission to the City Council for approval. (g) No portion of the Tax Increment contributed to TIRZ No. 6 by County may be paid to the City for administrative fees. Page 5of11 Section 4. TERM OF AGREEMENT. (a) This Agreement becomes effective as of the date of the final signature to this Agreement,and remains in effect through the earlier of (i) December 31, 2044, or (ii) the date on which the Plan has been fully implemented and all Project Costs (as defined in section 311.002, Texas Tax Code,and as may be further limited in the Plan),bonds,notes,or other obligations secured by or payable from, in whole or in part, Tax Increment (referred to in this Agreement as "obligations"), and interest on the obligations payable from Tax Increment collected on the Captured Appraised Value of the real property within TIRZ No. 6 have been paid in full. (b) The first payment of Tax Increment by City under this Agreement is based upon the tax increment base for die property within TIRZ No. 6 in accordance with the Project and Financing Plan, and the payment shall be based upon those property taxes levied. The first payment of Tax Increment by County under this Agreement is based upon the tax increment base for the Reinvestment Zone Area within TIRZ No. 6 being determined in accordance with the Project and Financing Plan, and the payment shall be based upon those property taxes levied. (c) If the project to be undertaken under the Plan is not undertaken, is discontinued, or is terminated,all monies remaining in the Tax Increment Fund,after satisfaction of lawful claims, must be paid attributable to each City and County's contribution paid by the respective parties. In no event shall the time required for payment of monies to the City and County exceed ninety (90) days following the termination of TIRZ No. 6. (d) The County's Tax Increment contributed to the Tax Increment Fund shall be used exclusively for infrastructure costs shown in the Project and Finance Plan as approved by the Board and the City Council for the City. The Tax Increment Fund may not be used for projects not included in the Project and Finance Plan. Section 5. BOARD REPRESENTATIVES AND AUTHORITY OF BOARD. (a) County has one (1) member as of right under Section 311.009 of the Texas Tax Code, and City assigns to County the exclusive appointment of one (1) additional member to the Reinvestment Zone Board of Directors, subject to the requirements under Section 311.009 that the member be an employee or agent of a person that owns real property in the zone. County will have two (2)board member representatives as described above. The appointment of the Board Members by the City and County shall then comply with section 311.009 of the Tax Code. Board Member 1 Member (or their designee) of the state senate in whose district the zone is located Board Member 2 Member (or their designee) of the state house of representatives in whose district the zone is located Board Member 3 County Board Member 4 County Page 6 of 11 Board Member 5 City Board Member 6 City Board Member 7 Del Mar College Board Member 8 Developer Board Member 9 Developer (b) The board of directors of TIRZ No. 6 shall make recommendations to City concerning the administration of this chapter in TIRZ No. 6. City by ordinance shall authorize the board to exercise any of the municipality's powers with respect to the administration,management, or operation of TIRZ No. 6 or the implementation of the project plan for TIRZ No. 6, except that City may not authorize the board to: (1)issue bonds; (2)impose taxes or fees; (3) exercise the power of eminent domain; or (4) give final approval to the project plan. (c) Subject to the approval of the City Council of the City, the board of TIRZ No. 6 designated by the City Council under Section 311.005 (a) (4) may exercise the power granted by Chapter 211, Local Government Code, to the City Council to restrict the use or uses of property in TIRZ No. 6. The TIRZ No. 6 board may provide that a restriction adopted by the board continues in effect after the termination of TIRZ No. 6. In that event, after termination of TIRZ No. 6, the restriction is treated as if it had been adopted by the City Council. Section 6. ANNUAL REPORT. On or before the 90th day following the end of the fiscal year of City, the City Council shall submit in writing to the Nueces County Judge a report on the status of TIRZ No. 6. The contents of the report must contain all information required under section 311.016 of the Texas Tax Code. Section 7. INCORPORATION OF THE FINANCING PLAN. Prior to the creation of TIRZ No. 6,the preliminary reinvestment zone financing plan,a true and correct copy of which is attached herein and incorporated into this Agreement as Exhibit"C," shall be used for purposes of City and County entering into this Agreement until the adoption of the final Project and Finance Plan at the City's second reading. At that time, the funds contributed by City and County herein to the tax increment fund for TIRZ No. 6 shall be used exclusively for the purposes outlined in the approved tax increment Project and Finance Plan of TIRZ No. 6,including,but not limited to,infrastructure improvements,economic development projects, and other activities also permissible under Chapter 311 of the Texas Tax Code. The final approved preliminary reinvestment zone Project and Finance Plan is attached herein as Exhibit"E." Section 8. TERMINATION. This Agreement shall terminate upon any one of the following: 1. by written agreement of the parties to this Agreement; 2. upon the Expiration Date; 3. by either party, if any subsequent Federal or State legislation or any decision of a court of competent jurisdiction declares or renders this Agreement invalid,illegal or unenforceable; Page 7of11 4. upon County contribution of the Maximum Contribution Amount to the Tax Increment Fund; or 5. upon written notice from County to City where none of the following has occurred within four (4) years from the date the Zone is created: i. construction of at least ten thousand (10,000.00) square feet of commercial structure with Certificate of Occupancy issued pursuant to the Project and Finance Plan. 6. Force Majeure. No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by and results from Force Majeure Events that affect the purpose of this Agreement, where Force Majeure Events are exclusively defined herein as: (a) flood, fire, earthquake or explosion; (b)war, terrorist threats or acts, riot or other officially declared civil unrest; (c) national or regionally declared emergency; and (d) epidemic, pandemic or similar emergency shut-down (which is defined by the United States Center for Disease Control as virulent human influenza or infection that may cause global outbreak, or pandemic, or serious illness). Section 9. CONDITIONS PRECEDENT. a nitz End ' M1n.wltiw .0 �o�»rta n '� �IO6fG�� t amma Time � oe.coe oI 11t7 (a)Adoption and Incorporation of City Ordinances and Instruments Related to TIRZ No. 6 as Condition Precedent to County's Participation in TIRZNo. 6 Notwithstanding any other section, clause, or obligation, the County shall not participate in TIRZ No. 6 until City has passed all ordinances and instruments related to the initial creation of TIRZ No. 6. County shall not participate in TIRZ No. 6 until it has reviewed, approved, and incorporated said initial documents into the Agreement. County reserves its right to refuse approving said initial documents. Should County,in County's sole discretion, refuse to approve these initial documents, then in that event, this Agreement shall be null and void and of no further continuing effect, and the County shall not participate in TIRZ No. 6. Section 10. MISCELLANEOUS. (a) Texas Government Code Chapter 791. Pursuant to Government Code section 791.011 (d) (3), each party paying for performance of governmental functions or services, if any, must make those payments from current revenues available to the paying party. Page 8 of 11 (b) Severability. In the event any term,covenant,or condition in this Agreement is held to be invalid by any court of competent jurisdiction, the invalidity does not affect any other term, covenant, or condition in this Agreement contained,provided that the invalidity does not materially prejudice either County or City in their respective rights and obligations contained in the valid terms, covenants, or conditions of this Agreement. (c) Entire Agreement. This Agreement merges the prior negotiations and understandings of City and County to this Agreement and embodies the entire agreement of City and County,and there are no other agreements, assurances, conditions, covenants (express or implied), or other terms with respect to the covenants, whether written or verbal, antecedent, or contemporaneous, with the execution of this Agreement. (d) Written Amendment. Unless otherwise provided in this Agreement, this Agreement may be amended only by written instrument duly executed on behalf of each party. (e) Notices. (1)All notices required or permitted under this Agreement must be in writing and must be deemed delivered when actually received or,if earlier, on the third (3) business day following deposit in a United States Postal Service post office or receptacle with proper postage affixed (certified mail, return receipt requested) addressed to the other respective party at the address prescribed as follows in subsection (2), or at such other address as the receiving party may have prescribed by notice to the sending party. (2)The initial addresses of the parties,which a party may change by giving written notice of its changed address to the other party, are as follows: City: County: Peter Zanoni Connie Scott City Manager Nueces County Judge City of Corpus Christi County of Nueces 1201 Leopard Nueces County Courthouse P.O. Box 9277 901 Leopard,Room 303 Corpus Christi,Texas 78469-9277 Corpus Christi,Texas 78401 (f) Non-Waiver. Failure of any party to this Agreement to insist on the strict performance of any of the agreements in this Agreement or to exercise any rights or remedies accruing under this Agreement upon default or failure of performance may not be considered a waiver of the right to insist on,and to enforce by any appropriate remedy,strict compliance with any other obligation under this Agreement,or to exercise any right or remedy occurring as a result of any future default or failure of performance. (g) Successors. This Agreement binds and benefits the parties and their legal successors. This Agreement does not create any personal liability on the part of any officer, employee,or agent of City, or any officer, employee,or agent of TIRZ No. 6,or any officer, employee, or agent of County. Page 9 of 11 (h) No Waiver oflmmunity. No party to this Agreement waives or relinquishes any immunity or defense on behalf of itself, its officers, employees, and agents as a result of its execution of this Agreement and performance of the covenants contained in this Agreement. (i) No Third-Party Beneficiaries.Nothing herein shall be construed to create or grant any rights, contractual or otherwise,in or to any third persons or entities. Neither party shall incur any debts or obligations on the credit of the other party. 0) Construction. Notwithstanding any rule of construction to the contrary, any ambiguity or uncertainty in this Agreement or an Addendum shall not be construed against any party based upon authorship of any of the provisions hereof. (k) Headings. The headings at the beginning of the various provisions of this Agreement have only been included to make it easier to locate the subject covered by each provision and are not to be controlling in construing this Agreement. (1) Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall constitute an original,but such counterparts shall constitute one and the same instrument. (m)Execution and Delivery. This Agreement may be executed and delivered electronically.Original signatures transmitted and received digitally or via facsimile or other electronic transmission of a scanned document(e.g.,pdf or similar format),are true and valid signatures for all purposes hereunder and shall bind the parties to the same extent as that of an original signature.Any such digital,facsimile, or electronic mail transmission shall constitute the final agreement of the parties and conclusive proof of such agreement. (n) Signatory Warranty. This Agreement has been officially authorized by each party hereto and each signatory to this Agreement guarantees and warrants that the signatory has full authority to execute this Agreement. IN WITNESS WHEREOF,City and County have made and executed this Agreement as evidenced by their signatures below. CITY OF CORPUS CHRISTI NUECES COUNTY c Mayor Paulette Guajardo Honorable Connie Scott City of Corpus Christi Nueces County Judge Date: Date: Attest: Page 10 of 11 3� p) N'.( KaOasadnds Nueces County Clerk ATTEST: ATTEST: Rebecca Huerta Kara Sands City Secretary County Clerk Date: Date: APPROVED AS TO FORM: APPROVED AS TO FORM: County \ ttorney Assistant City Attorney for City of Corpus Christi Page 11 of 11 20240382 3.A.4 9-11 EXHIBITA AREA OF TIRZ NO. 6 Tax Increment Reinvestment Zone #6 Criteria for Zone Creation The area within the zone qualifies for a TIRZ because it suffers from long-term economic stagnation and inadequate infrastructure sidewalks, and street layout. Without intervention by the public sector, private market forces will not be sufficient to generate significant development and redevelopment. Figure 3 Faclors Arresting and hnpainng Development in In addition,the landowner is requesting that the area be the zone designated as a reinvestment zone. Some of the most prominent conditions existing in the Zone that meet the criteria • Defective or unusual conditions of title set out in the Code (§311.005(a)(1))are set forth in Figure 4. (§311.005(a)(1)(G))—restrictive covenants and zoning entitlements 81.802 acres (+/-64%of total area and virtually ALL requiring highly burdensome and development)of the Zone (East of Nile Drive)is in the Qualified arresting public infrastructure Opportunity Zone (census tract 48355002704)and is New spending. Market Tax Credit(NMTC)Qualified. • Predominance of defective or According to the Code,the above-referenced conditions must Inadequate sidewalk and street layout; "substantially arrest or impair the sound growth of the • Sundry unsanitary or unsafe municipality or county creating the zone, retard the provision of conditions; housing accommodations,or constitute an economic or social • Unchecked deterioration of site or liability and be a menace to the public health,safety, morals, or other improvements;and welfare in its present condition and use." Given the existing • Conditions that endanger life or conditions in Corpus Christi,the feasibility for development in property by fire or other cause. the Zone is severely limited.The conditions outlined above will not be overcome or corrected without significant intervention and assistance from the public sector, therefore satisfying the general criteria for creation of the Zone. _ � I 4r- ✓t _ r,nucunauwgp+ Ob.. f I i Figure 4 opportunity Zone Mop Tax Increment Reinvestment Zone#6 EXHIBIT A: Legal Description Y RBAN ENGINEERING April 24,2014 Job No.2612.B4.01 127.72 Acres STATE OF TEXAS COUNTY OF Nl1ECF.S Fieldnotes for 127.72 Acres,more or less,comprised of All of'1'racts 1&2,"Tile Pharaohs Country Club,n map of which is recorded in Volume 33,Page 69,of the Map Records of Nucces County, Texas,together with that portion of Nile Drive,a public roadway,as dedicated in said Volume 33,Page 69 and All of Block 3,Pharaohs Valley Northeast,a nulp o1'which is recorded in Volume 26,pogo 11,of (he said Map Records,said 127.72 acre(tact being more filly described as follows: Beginning on the Southwest R-O-W line of Ennis Joslin Road,a public roadway,the East corner of Block A,Pharaohs Valley Norihcasf,a map of which is recorded in Volume 31,page 55 of the said Map Records,for the North comer of the snid'Fract I and this lracl; Thenco,South 33°46'30"East,with the common line of the said Southwest R-O-W and the Northeast line of the sail)Tract 1,508.39 feet,for n corner this tract and the point of curvature of n curve to(he right,having a Central angle of 25°1517",a radius of 1869.86 feel,an are length of 824.28 feet,a chord bearing of South 21°08'46"Fast and a chord length of 817.63; "Thence,with file said conunon line,with the arc of the said curve to the right,824.28 feel,to the North Corner of'l'rnct 6,Pharaoh Valley Northeast Unit I,a nap of which is recorded in Volume 45, Page 115 of the said Map Records,the Bast corner of file said'fract I,f'or a corner of this tract; 'thence,South 78°03'07"West,with the Northwest line of the said'Tract 6,Tract 5,I'hamoh Valley Southeast Unit I,it map of which is recorded in Volume 42,Page 141,of the said Map Records and Block 2,Pharaoh Valley Carriage Park East'Town-f louses,a mnp of which is recorded in Volume 38, Page 9,of the said Map Records,the South line of the sail)Tract 1,1035.74 feel,for a corner of(ills tract and the point of curvature of a curve to the right,having a Central angle of 40°59'33",a radius of 214.01 fact,an are length of 153.11 feet,a chord bearing of North 81°27'07"West,n chord length of 149.87 feet; Thence,with the North line of the said Block 2,the South line of the snid T'rac(1,with the mo of the said curve to the right,153.11 feet,for a corner of this brae(; Thence,North 60°57'20"West,with lire Northeast line of the said Block 2,Block 1,Phamoh Valley Carriage Park Town-Houses,a map of which is recorded in Volume 33,Page 8,of the said Map Records,the Southwest line of the said Tract 1,820.00 feet,for a corner of this tract and the point of curvature of a curve to the left,having a Central angle of 90100'00",a radius of 140.00 feel,au are length of 219.91 feet,a chord hearing of South 74°02'40"West,it chord length of 197.99 f'cc(; Thence,with the North line ofthc said Block I,the South line of the said Tract 1,with the arc of the said curve to(he loll,219.91 feel,for a comer ol'Ihis tract; xatiun•cyingt2G 12UIJ0110Pf ICI:\Mlil to AND BOUNDSWN 127.72Aacs_bmcdncs Pnge 1"I's (361)854-3301 2725 SWANTNER DR..CORPUS CHRISTI,TEXAS 78404 FAX(361)854.6001 www.urbanena,com TBPE Firm 11 145.TBPLS Firm N 10032400 I Tax Increment Reinvestment Zone#6 Thence,South 29°02'40"West,with the Northwest line of the said Block 1,the Southeast line of the said'1'racl 1,475.00 feel,to the North R-O-W line of McArdlu[toad,for it comer of this tract; Thence,North 60°57'20"West,with the Northeast line of tho said McArdlu Road R-O-W, the Southwest line of the said'I'ract I,360.00 foci,to Enst line of Block 10,Pharnoh Valley Southwest Unit 2,a map of which is recorded in Volume 29,Page 60,of the said Map Records,for a corner of(his tract and the point of eurvauuc of a curve to the left,having a Central angle of 20°38'00",a radius ol'439,48 feel,an are length of 158.27 feet,it chord hearing of North 18°43'40"East,a chord length of 157.41 feet; Thence,with the East line of Lots 15-16,of the said Block 10,the West lino of the said Tract I, with the are of fhe said curve to the left,158.27 feet,for it corner of this tract; Thence,North 08°24'40"East,with the East line of Lois 11-15,of the said Block 10,the West line of the said Tract I,448.44 feel for a corner of this tract and the point of curvature of n curve to the IoR,having a Central angle of 69°22'00",a radius of 32497 Icet,an are length of 393.43 feet,it chord hearing of North 2V 16'20"West,a chord length of 369.84 feet; 'I'Incnec,with the Northeast line of Lots 8-1 I,of the said Block 10,the Southwest line of the said '['met I,with the are of the said Curve to the left,393.43 feel,for a corner ol'this tract; Thence,North 60157'20"West,with the Northeast line of Lots 1.8,of the said Block 10,(Ire Southwest line of the said Tract I,810.00 feet,to the East R-O-W of Nile Drive,for(he West comer of the said Tract I and of this tract; Thence,North 60*58150"West,crossing the said Nile Drive,at 60 feet,pass the West R-O-W of the said Nile Drive,the Northeast corner of Block 19,Pharaoh Valley Southwest Unit I,a neap of which is recorded[n Volume 28,Page 94,of the said Map Records,a Southeast corner of the snid"Tract 2,in till 70.00 feel,for a corner of this tract and the point of curvature of a curve to the left,having it Central angle ol'90100'00",a radius of 585.50 feet,an are length of 919.70 feet,a chord hearing of South 74*01'l0" West,a chord length of 828.02 feet; Thence,with the Northwest line of Lots 3.12,oflhe said Block 19,the Southeast line of the said Tract 2, the arc of(he said curve to the left,919.70 feet,for a corner of this tract; 'I'hcnce,South 29°01'10"Wcst,wilh the Northwest line of Lots 1-3,of the said Block 19,the Southeast line of Tract 2, 199.74 feel,to the North R-O-W of McArdle Road,file Southwest corner of the said Block 19,for a corner of this tract; Thence,North 61°00'00"West,with the said North R-O-W,the Southwest lino of lire said Tract 2,472.30 feel,to the South corner of Black 18,Pharaoh Valley West,a map of which is recorded in Volume 29,Page 100,of the said Map Records,for the West curnur of(lie said Tract 2 and this tract; Thence,North 28°58'20"East,with Southeast lino ofLols 1-18,oftho said Block I8,the Northwest line or the said Tract 2, 1434.11 feel,for a corner ol'lhis tract; TIIclIcc,North 43°1 T48"West,with the Northcast Iinc of t.ols 18-25,said 13lock 18,the Soulhwcsl line of the said'Tract 2,615.54 feet,to a Southeast corner of Block 24,Pharnoh Valley North Unit 2,a map of which is recorded in Volume 32,Page 72,of the said Mnp Records,for a West corner of the said tract 2 and(his tract; 3aC"nvc)ingV6l211r4anOrfI(!I:NIl4lliSAN1)IIOUNI)S%I•N127.72Acres bna.docs Page 2ol'3 (361)854.3101 2725 SWANTNER DR.a CORPUS CHRISTI,TEXAS 78404 FAX(361)854.6001 www.urbameng.com TOPE Firm It 145.TBPLS Firm It 10032400 I Tax Increment Reinvestment Zone#6 Thence,North 29°02'40"East,with the Southeast line of Lots 19-22,of the said Block 24,the Northwest line of ilia soid'fract 2,315.00 feet,for a corner of this tract; 'thence,North 48°53'19"[fast,with Ilia Southeast line of Lot 18,of the said Block 24,ilia Northwest line ofthe said Tract 2,62.49 feel,ror the North corner or Ill is tract; Thence,South 80°47'59"rust,with ilia Southeast line of Lot 16,of the said Block 24,llte Northeast lino of(lie said Tract 2,62.49 feel for a corner of this Irnct; Thence,South 60157'20"East,with Ilia Southwast line of Lots 15-9,ofthe said 13 lock 24,Lots 2- 8,13locks 24,Pharaoh Valley North Unit I,a map of which is recorded in Volume 32,Page 30,of the said Map Records,the Northeast line of the said Tract 2, 1193.12 feel,to the West corner of Lot I A, Block 24,Pharaoh Valley North Unit I,a niap of which is recorded in Volume 53,Page 12,of tho said Map Records,for a corner of this tract; Thence,South 51*51'53"East,with the Southwest line ofthe said Lot IA,the Northeast line of Ilia said'Tract 2,71.95 feet,for a corner of this tract; Thence,North 73120'55"East,with the Southeast line ofthe said Lot IA,Ilia North line ofthe said'Tract 2,85.90 feet,to the Southwest R-O-W line of Pharaoh Drive,ilia East corner of the said Lot I A,for it corner of this tract and Ilia point of curvature of n curve to the loft,having a Central angle of 44°19'45",a radius of 345.00 feet,on are length of 266.92 feel,a chord hearing of South 38°48'57"Hast,a chord length of 260.32 feet; 'thence,with(lie Southwest line of ilia said Phnraoh Drive,the Northeast line of the said'I'ruel 2, with the arc ofthe said curve to the Zell,266.92 feel,for a corner of this tract and ilia point of eurvature of a reverse curve to the right,having a Central angle of 90°00'00",a radius of 10.00 feet,an arc length of 15.71 feet,a chord bearing of South I S°58'50"East,a chord length of 14.14 fear; Thence,with Ilia Wes(line of the said Pharaoh Drive,the East lino of Ilia said'Tract 2,with the arc of the said reverse curve to ilia right,15.71 feet,to the East R-O-W ofthe said Nile Drive,for a corner of this tract; Thence,South 29°01'10"West,with ilia Northwest line ofthe said Nile Drive,ilia Southeast line of the said'I'ract 2,77.00 feel,to the East corner of Block 13,Pharaoh Valley Southwest Unit I,it map of which is recorded in Volume 28,Page 94,of tlic said Map Records,for a corner of this tract; Thence,North 60°58'50"West,with the Northeast line of Lot I,ofthe said Block 13,the Southwest line ofthe said'Tract 2, 125,00 feet,to the North comer ofthe said Block 13,for a corner of this tract; Thence,South 29101'10"West,with the Northwest line of Lots,1-8,ofthe said Block 13,ilia Southeast line orlho said'I'racl 2,640.00 feet,to Ilia West corner of ilia said Block 13,for n comer of this tract; I'hcnce,South 60°58'58"East,wish(he Sa fliwosl line of the said Lot 8,the Northeast line of the said'fracl 2,at 125.00 feet,pass(he West R-O-W ofthe said Nile Drive,in all 185.00 leal,to Ilia Bast R- OW of the said Nile drive,the West line ofthe said'I'racl I,for a corner of this tract; SMuivclingt261211N0IVEWFICMEWS AND IIOl1NU`\FN127.72Acres U"ir.d"cc Page 3oft (361)854-3101 2725 SWANTNER DR.•CORPUS CHRISTI,TEXAS 78404 FAX(361)854.6001 www.urbaiieiix.com TBPE Firm fl 145•TBPLS Firm It 10032400 Tax Increment Reinvestment Zone#6 'Thence,North 29°01'10"lust,with the Southeast Iino of the said Nile Drive,the Northwest Iitic of the said'rrnct 1,5.03 feet,to the West corner of Block 2,Pharaoh Valley Norlhcnst,a map of which i9 recorded in Vohonc 26,Page 11,of the said Map Records,for a comer of this tract; 'I'hmnce with the conunon title of the said Block 2 and the said'I'mcl I,as follows: • South 60°57'20"Bast,125.00 feet,for a corner of(his tract; • North 29°02'40"East,290.00 feet,for a comer of this tract; • South 60°57'20"East, 145.00 foot,for n corner of this tract; • North 29°02'40"East,57.30 Not,to(Ito South R-O-W line of Cairo Drive,for a corner of this tract and the point of curvature of a curve to the Loll,having a Central angle of 34°54'54",a radius of 50.00 feet,as are length of 30.47 feet,a ehord bearing of South 60157'20"East,a chord length of 30.00 feel; • With(he are of the said Curve to the loft,30.47 feel,for it corner of this tract; • South 60°57'20"West,57.30 feel for it comer of this tract; • South 60057120"East,290.00 feel for a comet•of this tract; • North 29°02'40"East,57.30 feet,to the South R-O-W line of Sudan Drive,for it corner of this tract cold the point of curvature of a curve to the Left,having a Central angle of 34°54'54",a radius of 50.00 feet,an arc length of 30.47 feel,a chord bearing of South 60°57'20"Lust,a chord length of 30.00 feel; • Willi the are of the said Curve to the left,30.47 feet,for a corner of this tract; • South 29002'40"West,57.30 feet for a comer of this tract; • South 60157'20"East,290.00 feet for a corner of this tract; • North 29°02'40"East,72.30 feet,to the South R-O-W line of Kanlak Drive,for a comer of this tract and the point of curvature of a curve to the Left,having a Control angle of 34°54'54",a radius of 50.00 feet,on arc length of 30.47 feet,a chord bearing of South 60°57'20"East,a chord length of 30.00 feet; • With Iho are of(he said Curve to the left,30.47 foot,for a corner of this tract; • South 29°02'40"West,72.30 feel,for a corner of this tract; • South 60057'20"East,95.00 Ices,for a corner of this tract and the point of curvature of it curve to the Left,having a Central angle of 90°00'00",a radius of 50.00 foot,an are length of 78.54 feet,it chord bearing of North 74100'00"East,a chord length of 70.71 feel. • Willi the arc of the said Curve to(lie left,70.71 feel,to the West lino of Block 3,I'haraoh Valley Northeast,it mail of which is recorded in Volume 26,Page 11,of the said Mop Records,for a cornor of this tract; Thence,North 29002'40"East,with[lie Southeast line of Lots 34-37,of file said Block 2,the Northwest line of the said Block 3,375.00 feet,to the Southeast R-O-W line of the said Pharaoh Drive, the North cotter of the said Block 3,l'or a corner ol'this tract; Thence,south 60°57'20"Gas[,with the Southeast tine of llw said Pharaoh Drive,tine Nor(IICaS( line of the said Block 3,320.00 feet,to the North cornor of,Block 4,of the said Pharaoh Valley Northeast,the East comer of the said Block 3,flor it comer of this Intel; '\'hence,South 29°02'40"West,with the Northwest line of Lots 1-4,of the said Block 4,the Southeast line of the said Block 3,370.00 foul,to n corner of tho said Tract I,for a comer of this tract mid the point of curvature of a curve to the loll,having a Control angle of 90°00'00",a radius of 50.00 feet,an arc ie nglln of 78.54 feel,a chord bearing of South 15°57'20"East,a chord longth of 70.71 feet; ti:\1unctingVLl2\I11a110fPICIdV�lli'I'IiSAND nDUNDS\FN127.72Acro bmrArMx I1nge4Or$ (361)854-3101 2725 SWANTNER DR..CORPUS CHRISTI,TEXAS 78404 FAX(361)854-6001 www.urbaneng.com TBPE Firm N 145.TBPLS Firm H 10032400 Tax Increment Reinvestment Zone#6 'Thence,with the are of the said Curve to the loft,70.71 feel,for a corner of(his tract; Thence,with the common line of the sad Block 4 and the snid'fract I as follows; • South 60°57'20"East,95.00 feel,for a corner of this tract; • North 29102'40"East,72.30 feel,to the Scull,R-O-W line of Luxor Drive,for a corner of this tract and Ilia point of curvature of a curve to the Left,having a Central angle of 34°54'54",a radius of 50.00 feel,an me length of 30.47 feet,a chord bearing of South 60°57'20"East,a chord length of 30.00 feet; • Will)the arc of the said Curve to(lie left,30.47 feel,for a corner of this tract; • South 29°02'40"West,72.30 feel,for a corner of this tract; • South 74°04'20"East,297.76 feel,for a corner of this tract; • North 29°02'40"East,64.72 feel,to the South R-O-W line of Memphis Drive,for it corner of this tract and the point of curvature of a curve to the Letl,having a Central angle of 34°54'54",a radius of 50.00 feel,an are length of 30.47 feel,a chord bearing of South 60°58'31"Gast,a chord length of 30.00 fact; • With Ilia arc of the said Curvc to the left,30.47 feet,for a corner of this tract; • South 29°02'40"West,57.74 feel,for a corner of this tract; 'Thence,South 74°04'20"East,at 152.25 feet,pass the West corner of Block A,Irharaoh Valley Northeast,n nmp of which is recorded in Volume 31,Page 55,of the said Map Records,ilia Southeast corner of the said Block 4,in all 204.66 feel,for a corner of this tract and the point of curvature of a curve to the Left,having a Central angle of 53'1470",it radius of 387.10 feet,an arc Icngth of 359.69 feet,a chord bearing of North 79'1810"East,a chord length of 346.89 feet; Thence,with the common lino of tho said Block A and the snid'fract 1,the arc of Iho said Curve to the left,346.89 feel,for a corner of(his tract; 'thence,North 52*4170"East,with Ilia Southcast lino of the said Block A,the Northwest line of Ilia said Tract 1,239.89 feet,to the Point of Beginning,containing 127.72 acres(5,563,545 square fact)of land,more or less. Bearings based on the record plat of The Pharaohs Country Club,a map of which is recorded in Volume 33,Pago 69,of the said Map Records,(not based on an on-the-ground survey), Unless this Field Notes Description,including preamble,seal and signature,appears in its entirely,in its original form,surveyor assun)cs no responsibility or liability for its accuracy. Also reference accompanying sketch oflracl described herein. OF URBAN ENGINEERING P��o1's Y�••F. /A KEITF44 IW 1NOOLEY Keith W.Woolcy,R.P.L. S483 r 9A 9°Fess(o`:P: / License No.5463 � SaSurrcying@(1211!•IUI10199CIiNtIilla ANU❑nllNntill'N127.72Acrcs_bnv.duc� I'ngc 9 of 5 (361)854-3301 2725 SWANTNER DR..CORPUS CHRISTI,TEXAS 78404 FAX(361)854-6001 www.urbanene.con) TBPE Flrm 11 145.TBPLS Firm li 10032400 EXHIBIT B MAP OF TIRZ NO. 6 Tax increment Reinvestment Zone#6 tea.,rr.y,..n•.,v..,sfw.p ,�•Ka, ,1,r7 H r,•1 .y .. yr.r�w a—.�1•.M�`h r 4 ♦� �r r1v } 7 t Figure G Aproximato 17RZ Geographic Boundary 2ea5:e 2zee99 2444+2 21!0:0 0t1197 40G . 170918 ' 23•0 122e0D/ : :1419e'zw3/1 N4 ,I ! 2� t 223 eD7 254407 j65i97 71t424 234(02 2pt'?1 O rI Clccll It to-nol,iI1 28151701 °111PIA2 144L7 +441:2 27Gla 28425 1202144(0 214171 '201-0 20450P OJ.nC1 II3M*:('-r1';1 LL-GC UX DI1 2E0004 214200' `14411 ld9nlAlca1101U 2812E4.20424s 2a43E7 Midi)aufln°ss As"1111 7eeh17 0.4"1 I494 294356 Prr'Petry iumb2La12;01J a :04:a auti. NxIB 2t4214 r,e1'IArn,AllavrnRum0e1:AY,i 8;i1t4)lto zP,ePJ' •1a79 2e.)52 1n'2a1094cnpum;EH.I;=,�H •LLEIIIEPb za4n, a14n,7 280216 _ ...rl-.pr.,r1 i.0�!nTRr r.LU[LHiS FAR 4 :1{377 2W0039 7 214491 ata707 2847,, '!.441 1 'A" 2,4707 214727 S1A19 Co-I:F 1 14718 2f4419 aW2, A,Wfass�7111 PF,F.:.r•1Dra C',RP119 22.717 ' 77 2t477J :,4t.1 01417 r14.71'II(' :A47e: 744622 24404 2Y,441 IJ>111 Inni0t011ons"_,3 C 4,010 JR� 2t40i4 214773 2147r3 28.409 1144.0 Fr.I :P Wilt 2t45Yi 24471: 2944-4 29021 2.1015.M Y4471 •14449 ApGtale9A Vitus:tl- IM23D0) 2841.4 34f77 2844N 214•11 II9NIIbVlll0o-1 PH R=,•w•...l E'f llc,b`•,; =44t5 294402 314• >,1 2f4712 :•44s) 21.4ir AA91f.1[I L'oAA =., .+4-90 2144fa M-M. :,4 29171/ 214738 2:4503 .e<71) P46y°• 2P4E,1G 2149Ji •�.�s4 •Maa4. 214t10 A 4612 1 hAsko -2t452. -441506 214614 2140N 6472J1 21i531 2E457e244AA.%.2t4AN a1441! �a.. 4943{1 204070 294°2n 4, .NO2o 204071 214:1. 12t40t7 6o71eo 2.06824 24'"1 71N72 41-C 9 21Y.3. 284500 to a 2U9)1 M022 20.t 5tM 294181 0 2P•6t2 214057 OU 214470 214012 ,140.�] 4 :65031:a6P61 CJntT7.2tfEG 120400 2d!t70 205811 20!tal':05650 +t42E1 2t40,! t 2000QBt10 2t51/8 21!8i8 1 ;' 206810 20E841'206t01 211,40 224514 :JEDtO 200940 215110 '2et1W 22a019:µ516 :H24U 21!B40 .• 2t6tt1 �a5D12 242417 i,,}t4C G 11 7sa0Y. 2°!aN 226011 :W12 24:f4'P 200103710 2s0007 24990:`eE00j' M2421 :e!OCL p`20502g,MW,.' 47•7t50 2�42475 IY3GdDlD1f s. •'.7l61%3A $12424 N2 40 1124' OASA:T,; 2424)3 242487 24217( 0. i f: 28404 ` Figure 5 Nueces County Appraisal District Property In(onnetion EXHIBIT C TIRZ NO. 6 PRELIMINARY FINANCING PLAN Tax Increment Reinvestment Zone #6 Preliminary Project & Financing Plan Barisi Village, Corpus Christi, Texas F A Prepared for: The City of Corpus Christi PO Box 9277 Corpus Christi, Texas 78469-9277 24a-9 July 2024 Tax Increment Reinvestment Zone#6 Preliminary Project & Financing Plan Contents 1. Introduction 4 1.1. Purpose of a Tax Increment Reinvestment Zone 4 2. Project Plan 5 2.1. Criteria for Zone Creation 6 2.2. Existing Tax Increment Financing Districts in the City of Corpus Christi 7 2.3. Description of the Tax Increment Reinvestment Zone#6 7 2.4. Existing Zoning and Land Use Guidelines Applicable to TIRZ#6 9 2.5. Taxing Jurisdictions Applicable to TIRZ#6 9 2.6. Proposed Changes:Master Plans,Zoning Ordinances,& Building Codes 9 2.7. Relocation of Displaced Persons 9 2.8. TIRZ Phasing 9 3. Project Plan Improvements 11 3.1. Eligible Project Costs 11 3. Public Facility and Public Space Enhancements 11 4. Project Plan 14 4.1. Existing Uses and Conditions/Boundaries§311.011(b)(1) 14 4.2. Municipal Ordinances§311.011(b)(2) 16 4.3. City Planned Improvements(Non-Project Costs)§311.011(b)(3) 16 4.4. Relocation§311.011(b)(4) 16 5. Reinvestment Zone Financing Plan 17 5.1. Estimated Project Cost Description§311.011(c)(1)and Kind,Number,and Location of TIRZ Improvements§311.011(c)(2) 17 5.1.1. Public Improvements, Facilities,And Infrastructure 17 5.1.2. Administrative Costs 19 5.2. Economic Feasibility Study§311.011(c)(3) 19 5.3. Estimate of Bonded Indebtedness§311.011(c)(4) 19 5.4. Timing of Incurring Costs or Monetary Obligation§311.011(c)(5) 19 5.5. Method of Financing and Sources of Revenue§311.011(c)(6) 20 5.5.1. Sources of Funds 20 5.5.2. Sources of Revenue 21 5.5.3. Method of Financing 2224 Page 2 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan 5.6. Current Appraised Value§311.011(c)(7) 22 5.7. Estimated Captured Appraised Value§311.011(c)(8) 22 5.8. Duration of the Zone§311.011(c)(9) 2223 6. Appendices 2324 6.1. Appendix 2324 Market and Economic Feasibility Study 2324 6.2. Appendix B—Projection of New Development and Taxable Assessed Value 3334 6.3. Appendix C—Estimated Non-Financing Costs 3435 7. EXHIBIT A: Legal Description 5566 Page 3 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan 1 . Introduction This Project Plan for the creation of a Tax Increment Financing Zone #6 (the "Project Plan") contemplates a Tax Increment Financing Zone over a 127.72 acre portion (the "Site") of the city that includes the former Pharaoh Valley Country Club area along Ennis Joslin on its eastern edge, Pharaoh Drive to the north, Delta and Clarion Drives on its western border, and McArdle, Aswan, Hathor, and Rock Creek Drives along the southern area of the TIRZ (hereafter referred to as "TIRZ#6"). The landowner of the property is Barisi Village LLC. The landowner is requesting the City of Corpus Christi the "City"), Nueces Count the "County"), College District "Del Mar" ( y ), y ( y ), and the Del Mar Colle ( ) participate in the tax increment reinvestment zone to help fund sundry infrastructure improvements, as further defined herein, to be located within the development. The duration of the zone is projected to be 20 years, with the TIRZ in existence through 2044. 1 .1 . Purpose of a Tax Increment Reinvestment Zone A tax increment reinvestment zone (a "TIRZ") is a tool that local governments can use to incentivize needed improvements and infrastructure within a defined geographic area. These critical improvements are primarily undertaken to promote the viability of existing businesses and to attract new commercial enterprises. The cost of eligible improvements is repaid by the contribution of future tax revenues by each taxing entity that levies taxes against the property. The additional tax revenue that is received from the affected properties after the creation of the TIRZ is referred to as the tax increment. ar Each taxing entity can choose to /4tx dedicate all, a portion, or none of the a, togeneraun tax revenue that is attributable to the M Incremental increase in property values due to g Growth the improvements within the TIRZ to Tax Increment goes to TIRZ i this zone. Each taxing entity determines what percentage of its tax increment it will commit to repayment of the cost of financing the public improvements. Time Creation Termination This Project Plan and the feasibility of TIRZ of TIRZ analysis attached hereto as Exhibit A is Figure 1 How Tax Increment is Calculated required by state law. This Project Plan is designed to meet the legal requirements of designating a TIRZ.The statues governing tax increment financing are in State of Texas Tax Code (the "Code") Chapter 311. To assist the City and the other taxing entities in understanding the overall financing plan, we have included preliminary revenue projections which assume that other taxing entities participate in the TIRZ on an equal basis to the City. Page 4 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan 2. Project Plan The purpose of TIRZ #6 is to finance the construction of public facilities and infrastructure vital to catalyzing residential and commercial development within the boundaries of the zone. In addition to the public benefits that these investments are expected to yield, many are also required for any planned development to comply with detailed deed restrictions and zoning entitlements that restrict the uses of the Site. Expenditures associated with the design and construction of public infrastructure, as well as other specific project-related costs, will be funded by tax increment revenues derived from increases in property values following new residential and commercial development, which will result from the investment contemplated herein. Barisi Village is envisioned as a fully-featured, publicly accessible and beneficial European-style village. This design is in line with the Developer's vision, mandated zoning entitlements, and deed restrictions, as well as consistent with the Developer's track record of delivering similar, high-quality projects. This transformative development aims to create and enhance prominent public spaces, attracting a wide range of community members who are expected to gather and spend time in these revitalized areas. The infrastructure and capital costs associated with the development will be financed with private capital. It is the intent of the Developer to enter into an agreement with TIRZ #6 to receive reimbursement for investments made from revenues generated by TIRZ#6. Figure 2 Illustrative Barisi Village Project Phasing Plan Page 5 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan 2.1 . Criteria for Zone Creation The area within the zone qualifies for a TIRZ because it suffers from long-term economic stagnation and inadequate infrastructure sidewalks, and street layout. Without intervention by the public sector, private market forces will not be sufficient to generate significant development and redevelopment. Figure 3 Factors Arresting and Impairing Development in In addition, the landowner is requesting that the area be the Zone designated as a reinvestment zone. Some of the most prominent conditions existing in the Zone that meet the criteria • Defective or unusual conditions of title set out in the Code (§311.005(a)(1)) are set forth in Figure 4. (§311.005(a)(1)(G))—restrictive covenants and zoning entitlements 81.802 acres (+/- 64% of total area and virtually ALL requiring highly burdensome and development) of the Zone (East of Nile Drive) is in the Qualified arresting public infrastructure Opportunity Zone (census tract 48355002704) and is New spending. Market Tax Credit(NMTC) Qualified. • Predominance of defective or According to the Code, the above-referenced conditions must inadequate sidewalk and street layout; '.substantially arrest or impair the sound growth of the • Sundry unsanitary or unsafe municipality or county creating the zone, retard the provision of conditions; housing accommodations, or constitute an economic or social • Unchecked deterioration of site or liability and be a menace to the public health, safety, morals, or other improvements; and welfare in its present condition and use." Given the existing • Conditions that endanger life or conditions in Corpus Christi, the feasibility for development in property by fire or other cause. the Zone is severely limited. The conditions outlined above will not be overcome or corrected without significant intervention and assistance from the public sector, therefore satisfying the general criteria for creation of the Zone. lugnd Futuro Land UM Type xx / _6a4wrM / Mpun DMr N.bYr _rqn DM./r Ru.r.rr -TrrwMotrr[NN 1 Inr.pvWM Y�V ti„�n. r •„ •.• , CAI.OwwI Gn+wcdr ' ' cI!t.Wor.erimOcvmrrr 1 ON Oik. 't•O r• I M.1 rrll.f'4/b rM ' w RSObynfnr,e R61r rw/Mr Figure 4 Opportunity Zone Map Page 6 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan 2.2. Existing Tax Increment Financing Districts in the City of Corpus Christi There are existing TIRZs in Corpus Christi. According to state law, cities with more than 100,000 residents may not create a new TIRZ if the total appraised value of taxable real property in the new reinvestment zone and in the existing reinvestment zones would exceed 25.0 percent of the total appraised value of taxable real property within the city and its industrial districts. In addition, a TIRZ may not be created if more than 30.0 percent of the property in the new TIRZ (excluding publicly owned property) is used for residential purposes at the time of designation. The TIRZ#6 complies with these state rules. Table 1 Existing TIRZ Districts in Corpus Christi • - D. Source - 2023 Assessed Value, Certified City of Corpus Christi— Real Property $42,491,547,611 Totals-Report,-NCAD TIF#2— Padre Island $911,213,858 2023 Assessed Value, Certified Totals Report, NCAD •------------------------------------------------------- ------------------- ----- ------------------------- TIF#3- Downtown $1,054,192,568 2023 Assessed Value, Certified Totals Report, NCAD -------- ------ ------ --------- TIF #4—North Beach $300,407,411 2023 Assessed Value, Certified Totals Report, NCAD ----------------------------------------------------------------------------------------------- ------------------------- TIF#5 - BoCo $1,098,190 ; 2023 Assessed Value, Certified •-------------------------------------------------------------------------------- ---------------- Totals Report, NCAD Total TIRZ $2,266,912,027 - ------------------------------------------ ----------------------------------------------------------------- T/RZ as%of Corpus Christi Total 5.3 2.3. Description of the Tax Increment Reinvestment Zone #6 The TIRZ #6 will cover approximately 127.72 acres (including roads and right of way). The 2023 baseline assessed property value of the TIRZ is approximately$1,270,541. The base year of the TIRZ will be based on the value as of January 1, 2024. The documents will be amended to reflect this value once tax year 2024 appraisal values have been published. Table 2 Existing Land Use of TIRZ#6,NCAD(2023) City of • • AcreageLand Use Assessed Value Commercial Land 126.561 $1,270,541 Total 126.561 $1,270,541 I I City of Corpus Christi $7,620.38 Nueces County $3,016.41 Del Mar JR College $3,011.21 Page 7 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan ue van va,rT ax Dwa nwfAon' t c1/ ,MeavchhM:l.+�:and suafD Wdrga f� i'eissM: 16,91E.EE'.Feat .( h•. Mea; lib.lE',be ill •i� 5 Figure 6 Aproximate TIRZ Geographic Boundary �30~ OD29 2 +•T 28a41 -2 1 28439 284409 _2a6p3p 228094 . 284398 2&i343 3 2�80p1 2H4 �z607 adz s4;0�84 4 / Property Information(284500) E— 1 C 65907 294424 44 2,IV` T j. 39 284387 84422 2844C0 284371- 278�� 2943ad ^81420 ;z 4 b 2B43e9. Owner Name:BARISI VILLAGE LLC Sty I___4 $y3ap si4te 28�" ,346 244387, Doing Business As:Null 84a�-a ?8a 84 n� 264385 „ Property IdentificationNumbec284500 . +7e' 44 8'4 /3 284384 F•4A Geo Identification Number.6637-0003-0010 4aeQ 2847 4 / ! 2843d23 38021e Legal Description:PHARAOH VALLEY N E BK 200093947 / 4377 284261 3 6 PHARAOH COUNTRY CLUB LESS POR 2 �/-- 4'107, TO ROW ,` 2s47 s4'do State Code:F1 aa93' 284716475 ��72j��— 28401) 3aoz1 Address:7111PHARAOHDRCORPUS _ rt47 1-.Z84 2'.45.1. 28444t. CHRISTI,TX 78412 2iv zt4 45zz 211447z 214"4 .- Taxing Jurisdictions:CO3.CAD.GNU.JRC. �d7 284739�8�7 •,rr 2eaa59 r RFI,I.SE,HOSP 2e46 a525 zA4a70 zBs ai44a Appraised Value:NIA z84721 84447a Neighborhood:PHARAOH VALLEY NE 8 SW MM93050 { 284477 264114 -284451 2847 4 2 ..528, ` 284492 28M A 7 244485 284ar7 Abstract Code:56637 --- _94488 284ard 4711(� 4! 4� 4443 + 11 Pioperty Detail Zoom In 4409 Y,u Z 4 4` L_ Q4 �� ... 4�5)45 U 284049 4612. \E 510 / 2ea06Q` �Ir�t -_ 4 1 _d R7si-2, � 4- 44506 '2 ��z84aEf. 4'4sa027 \ /I 2848:x 284D28 4 1 / 2 4a7? 284849.2H4d3.' 2 2i l'" 284LEE 284600 98910 28a031 full 284057 � 55$/6_6 a44va 244452 1 2aao3z 062a jsg� tla3�'/, 7p 2aadz7,.z 446 2 4 2 �p. ¢fi4' 6h64 1�.0 1, t 2 48 9 BOIB 5896 2 2668t 5843 1 .8�99 / �2141 9 46 4 248/�g ? Q 1.�2d59/3 2a241; .84815 :I284037 7- 2a5911 242419 / 2a2a1�1�. a {r �1•® 0010373 Q$SHOi 265885 2a5903 2,4,121 �'� L 242450 �? 266805 :'2�ZJp�/2d),'40 S4� 2i2424 242445 242475 �4 ®U �f 182• 'f,.TS .!42433 242<57 242479 p 2846a4 Figure 5 Nueces County Appraisal District Property Information Page 8 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan 2.4. Existing Zoning and Land Use Guidelines Applicable to TIRZ #6 Existing City of Corpus Christi land use, zoning guidelines, and policies would apply to all properties within city limits. Current zoning is a PUD overlay prescribing a"European village with buildings placed near the street right-of-way and mixed-use buildings resulting in a pedestrian-oriented development." This village is required to include a "Principal plaza," "Lakeside sidewalks with potential gathering spaces," "Pedestrian-oriented design," "Shared and off-site parking" including a requirement that not more than 50%of parking spaces provided on the Site be provided in well-landscaped surface parking lots, and strict "Architectural requirements." It is required by binding restrictive covenant and zoning ordinance to build high-intensity structured parking and premium quality and high- density developments on this site. The restriction can only be met by adopting a TIRZ ordinance, such as this. 2.5. Taxing Jurisdictions Applicable to TIRZ #6 The Barisi Village TIRZ#6 is located within the following taxing jurisdictions: • City of Corpus Christi • Nueces County • Del Mar College • Nueces County Hospital District • Corpus Christi Independent School District • Farm to Market Road District 2.6. Proposed Changes: Master Plans, Zoning Ordinances, & Building Codes There are no anticipated changes to the master development and zoning ordinances. 2.7. Relocation of Displaced Persons This plan does not call for nor anticipate the displacement or relocation of persons for the proposed projects. 2.8. TIRZ Phasing This multi-phase village-style project aims to revitalize the area as a community-driven village-style neighborhood with necessary and legislatively required infrastructure improvements, enhanced pedestrian environment, and market-leading visual quality. Starting with the first phase of the project, Barisi will enable critical infrastructure for housing development and community-focused commercial uses and encourage new development and investment in the zone and beyond into future phases and those areas outside of the immediate TIRZ area. The duration of this TIRZ Project Plan is 20 years from its effective date, unless terminated earlier by ordinance or order of the governing body. However, the developer may request an extension of the TIRZ Project Plan or initiate a subsequent TIRZ zone for subsequent phases of the project, subject Page 9 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project & Financing Plan to approval by the governing body and compliance with all applicable laws and regulations. The extension request or incremental TIRZ Project Plan must be submitted at least one year before the expiration date of this TIRZ Project Plan and must include a detailed description of the proposed scope, budget, timeline, and benefits of the additional phases, in compliance with the Code. Page 10 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan 3. Project Plan Improvements TIRZ#6 will provide support for catalytic infrastructure and economic development projects that will facilitate the development of properties within the Zone. The qualities on offer in the proposed Barisi Village will represent an unprecedented asset for members of the community and a long-term source of economic prosperity for both the community and the taxing entities that are being asked to participate in this TIRZ#6. In addition to these imperative public infrastructure improvements, the Developer is also seeking reimbursement for numerous improvements on the site to local drainage systems, retaining ponds, and other improvements which aid the environmental health of effluent water by filtering. Nearby properties have seen meaningful consequences of the neglect of this property—from safety issues relating to dumping, trespassing, and visual pollution to rapid declines in their property values. This Barisi Village project will provide lighted trail systems, additional eyes-on security, streetscape enhancements, village-style amenities for the enjoyment of nearby communities, and knock-on economic growth to surrounding businesses and residences. 3.1 . Eligible Project Costs 1. Infrastructure Improvements This category includes structured parking, water, sanitary sewer and stormwater improvements, roadway and street intersection enhancements, public transportation, relocation of aboveground utilities, public sidewalks, etc. 2. Parks & Streetscape Enhancements This category includes gateway features, linear parks, corridor landscaping, public plazas, etc. 3. Public Facility and Public Space Enhancements This category includes wayfinding, signage, lighting, public restrooms, and public safety amenities. 4. Non-Project Costs It is not possible to quantify other non-project costs at this time, other than to say that they are anticipated. However, these costs should not exceed TIRZ#6 revenue less other costs delineated in the project plan. Consultants, engineers, surveyors, and other costs incurred not related to the other categories and other unforeseen costs are included in this category. 5. Administration & Implementation Administration costs, including reasonable charges for time spent by City of Corpus Christi employees, will be eligible for reimbursement as project costs. In addition, this category includes City costs associated with creating the TIRZ. Total anticipated project costs of up to $52,000,000 will be eligible for reimbursement from all eligible project categories. Page 11 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan The Market and Economic Study indicated the nature of the intervention and assistance needed to spur economic growth in different areas of the Zone.The dilapidated golf course has become a burden to the Pharoah Valley neighborhood and the entire community. Overgrowth of the property led to litter, animals and even homeless camps, this has negatively impacted home values for the neighborhood. On top of the dangerous conditions of the property, the drainage way for Pharoah Valley is currently a creek that has become congested with debris and invasive vegetation. The developer has, in recent months, remedied portions of this issue, but additional resources are required to permanently + resolve this infrastructural failing.This project will improve city t drainage for the area as well as add retention ponds that will reduce the strain on the 3 drainage culverts under Ennis a Joslin Rd. d w ;' r dr TIRZ #6 represents a strategic response to the economic stagnation and subpar infrastructure currently afflicting the (Figure 7 One of numerous homeless encampments Pharaoh Valley neighborhood and its surroundings. This found after land acquisition innovative mechanism presents a much-needed solution, as these challenges would persist unaddressed by private market forces alone. This sort of public sector support is also required to comply with the current deed restrictions and PUD zoning ordinance,which requires significant investment in public infrastructure and market-leading finishes to buildings. The facilitation of infrastructure enhancements and the stimulation of economic development within the zone, enabled by TIRZ #6, will pave the way for the realization of Barisi Village. This landmark development signifies an unmatched community asset, delivering an unparalleled blend of amenities to residents, while fostering enduring economic prosperity for the participating taxing entities. The suite of projects driven by TIRZ#6 delivers an array of public benefits: • improved local drainage systems for efficient water management • filtration of effluent water for environmental health • safely illuminated trails,and aesthetic upgrades to the streetscape • support the establishment of village-style amenities benefitting the broader Coastal Bend community • Public plaza(required by zoning restrictions)and maintenance • robust multi-modal transportation network and structured parking required by the site's entitlements • Increased density from highest-and-best use of critical infill site for additional housing stock • a public nature preserve • a golf course • Landscape and park maintenance, public restroom improvements and maintenance, litter pickup and street sweeping • Wayfinding,signage,and lighting These initiatives will significantly enrich the local living experience. The zone is expected to be one of a variety of planned funding sources and programs that will be acting in concert to accomplish a changed public environment in the area. By improving and maintaining public spaces with a high level of service, plus increasing density through structured parking, the zone and the other programs will encourage the development of new land uses. The intended result is that Barisi Village will become a vibrant and economically vital urban waterfront district with a variety of tourist, entertainment, Page 12 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project & Financing Plan residential, retail, and lodging uses that serve the entirety of the Corpus Christi and Coastal Bend community. Page 13 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project & Financing Plan 4. Project Plan 4.1 . Existing Uses and Conditions / Boundaries §311.011(b)(1) The Zone includes approximately 127 acres wholly within the City of Corpus Christi. Its boundaries encompass all of the old Pharoah Valley Golf Course. The proposed boundaries and land uses within the Zone are shown in Figure 10.The existing conditions within the Zone are shown in the aerial photo in Figure 11 and described generally below. A legal description of the Zone with a specific accounting for the proposed boundaries is given in Exhibit A. The site is located approximately a mile and a half from Texas A&M University of Corpus Christi (TAMUCC) and approximately 7 miles from downtown Corpus Christi and 7 miles from Padre Island. Ennis Joslin is used by TAMUCC students and professors for their commute to campus as well as daily commute for downtown business and travel and recreation to Padre Island—this site is along the entry route that drove of TAMUCC current and prospective students and faculty travel down, making it one of the most viewed empty lots in town despite its significant economic headwinds. Figure 8 Illustrative Barisi Village Project Land Use Plan Page 14 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project & Financing Plan vetlr vaiwn Gh nwT nwlm v-oK wvne wn,m rw vrnea>vz 941nv..f .1 r. n. fun:.eoe,. � n + v v A i Figure 9 Existing Conditions Corpus Christi is in vital need of more housing options, especially with a centralized location. This development offers a wide variety of housing. A project like this will give more options for housing and a location that is more convenient and desirable for a larger market spread. Pharoah Valley Golf Course failed approximately 12 years ago after years of declining maintenance and use. This precipitated over a decade of overgrowth and disrepair on the site. Following the developer's acquisition of the site, the former club house has been demolished as well as several of the warehouses and restrooms on site. Nearby homeowners have been requesting help for years on the property and have in many cases needed to maintain areas like the old tennis courts themselves so that they can keep using them. The Developer has since cleaned the site and mowed the full 127 acres multiple times. The City of Corpus Christi shows on their Figure 10 Former tennis facility of Pharaoh Valley Golf Course GIS maps that the creeks that bisect the site are storm water drainage for the Pharoah Valley neighborhood. These creeks were, at one time, maintained by the City, but have recently lacked mowing or cleaning, leading to negative drainage conditions. This also causes congestion and trash build up in these drainage areas. This proposed project will add more retention Page 15 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan ponds and drainage solutions for the property and aid the storm water runoff situation from the Pharoah Valley Neighborhood. Existing ponds used to be filled by effluent from the nearby water treatment plant. The existing pipelines are still intact on site. Though currently outside the scope of this Plan, the Developer is also requesting effluent to keep water levels constant and will help with the water treatment plants need to offload effluent. The ponds will further increase water quality from the treatment plant and represent a clear improvement over the current effluent offload into Oso Bay. 4.2. Municipal Ordinances §311.011(b)(2) The City is not contemplating any specific changes to municipal ordinances as part of any projects to be undertaken by the Zone. 4.3. City Planned Improvements (Non-Project Costs) §311.011(b)(3) Other than those routine maintenance activities undertaken by the city to maintain drainage channels on the Site, no City planned improvements exist. 4.4. Relocation §311.011(b)(4) No relocation of existing residents is anticipated to be required as a result of the Zone's projects. Page 16 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project & Financing Plan 5. Reinvestment Zone Financing Plan 5.1 . Estimated Project Cost Description §311.o11(c)(1) and Kind, Number, and Location of TIRZ Improvements §311.011(c)(2) The Zone is anticipated to engage in projects that will support the types of development and economic activity projected in the Market and Economic Feasibility Study (Appendix A) as well as contribute to the image and attractiveness of Corpus Christi on a local, regional, and national level. In addition, the Zone will contribute funds to reimburse appropriate parties for the costs of Zone creation and ongoing administration. All amounts are shown reflecting the City's, Nueces County's, and Del Mar College's participation in the zone (which are set forth in Section 5.5.1 herein). Administrative costs shall be reimbursed to the City at a rate of$100,000.00 per year. Table 34 Total Anticipated Capital and Administrative Costs Amount Use Public improvements, facilities, and infrastructure ; $50,000,000 (Q1 2024 dollars) --- ---------------------------------------------------------------------------------------------- Administrative costs $2,000,000 Anticipated Capital and Administrative Costs $52,000,000 5.1.1.Public Improvements, Facilities, And Infrastructure The reimbursements of publicly beneficial development costs fronted by the Developer will be administered by the TIRZ board. Eligible costs include the below costs listed below up to the amount of $50,000,000 (for the sake of clarity, these costs are separate and apart from the $2,000,000.00 available to the City for administrative costs). Reimbursable publicly beneficial project costs will include but not be limited to the following capital costs and their associated fees, administrative costs, professional costs, overhead, general conditions and other soft costs': Public sewage, storm, and water Required Density Improvements/ $8,870,640 Structured Parking To bolster community resilience and public health, the $17,353,650 Zone invests in essential water management, storm To make better use of the site's limited space and encourage drainage, sanitary sewer, and water systems. These density that is critical for village-type developments, works are not only crucial for the well-being of the broader greenspace and walkability, the Zone supports building ' Soft costs excluded from the figures presented. Estimated approximately 7.5-8% or$4.5M Page 17 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project & Financing Plan community but also mandated by the site's PUD zoning parking structures instead of surface parking in areas where ordinance. parking is limited or poorly distributed. The construction of these structures is required by the site's PUD zoning ordinance. Landscaping Improvements Improved Wayfinding, Signage, Lighting $1,600,000 $225,000 To create a more attractive driving and walking experience The Zone will improve various aspects of the public on and around the village and encourage economic growth pedestrian realm in key locations. Potential projects and development, Zone funds may help with enhancing could include sidewalks,decorative paving,street landscaping and irrigation throughout the Zone, furniture,signs,enhanced crosswalks and pedestrian- friendly lighting. Traffic and Street Improvements Park and Fountain Improvements $15,886,145 $890,000 To improve public safety and accessibility, the Zone The Zone can help with creating and improving parks and prioritizes the development of streets, sidewalks, and public spaces to attract more activity, create a sense of traffic improvements. These are fundamental elements place and enhance the quality of life within the Zone for for enhancing quality of life across the community and economic growth. align with the site's PUD zoning requirements. Public Restroom Improvements Village-Style Public Plaza and Tower $125,000 $1,125,000 The Zone will ensure adequate public restrooms within The Zone will support the development of a village-style the Zone. public plaza with shops, restaurants and public event space as well as an iconic bell tower structure. This will create a vibrant and lively destination for social and cultural activities, as well as stimulate the local economy and tourism. Supplemental Public Safety Nature Preserve, Walking Trail area $675,000 grading and dirt work The Zone will help enhance the ambient lighting of the site $5,431,950 and may also seek to support technology upgrades. The Zone will support a portion of the costs associated with the creation of a nature preserve and walking trail. This will provide a unique recreational and educational opportunity for residents and visitors,as well as enhance the natural beauty and biodiversity of the site. Contingency, Professional Fees, General Conditions, and Soft Costs $6,627,212 Zone funds will compensate for professional service costs,organizational costs,and other allowable fees applicable to the improvements detailed herein. Capital costs are presented at their 2024 value. Other public infrastructure capital costs, professional service costs, imputed administrative costs, or other payments made at the discretion of the governing body of the municipality or the county that the Page 18 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan governing body finds necessary or convenient to the creation of the zone or to the implementation of the project plans of the zone may be reimbursed at the discretion of the Board of Directors. 5.1.2.Administrative Costs 1. Creation —The Zone will reimburse relevant parties for expenses related to the costs of creating the Zone. 2. Administration—Zone funds will compensate for the costs of ongoing administration of the Zone, including but not limited to accounting, legal services, document production and maintenance, and other administrative costs. These costs are estimated at$100,000 per year for the 20-year life of the Zone. 5.2. Economic Feasibility Study §311.011(c)(3) The Local Economic and Tax Impacts of Barisi study by Dr.Jim Lee, of Texas A&M University—Corpus Christi, is provided in the Appendix. 5.3. Estimate of Bonded Indebtedness §311.011(c)(4) It is anticipated that the Zone's projects will be funded on a cash-only pay-as-you-go basis. However, if the resources become available to issue debt, annual Zone revenue and available non-bonded debt financing are insufficient to address the needs of the Zone, or more preferential financing terms can be obtained through the issuance of debt, the TIRZ#6 Board may recommend to the Corpus Christi City Council that it is appropriate to issue TIRZ debt commensurate with the needs of the Zone and anticipated annual Zone revenues to support debt service payments. The TIRZ is under no obligation to issue any notes or debt. 5.4. Timing of Incurring Costs or Monetary Obligation §311.011(c)(5) The TIRZ will primarily be cash-funded, with reimbursements made to developers as funds become available. Costs will be incurred over the life of the Zone, guided by the Board's prioritization of activities and projects as well as revenue availability. While the primary approach is a pay-as-you-go expenditure model, the option to issue bonded debt remains open. Should circumstances necessitate or advantageous financing terms become available,the TIRZ#6 Board may recommend to the Corpus Christi City Council the issuance of TIRZ debt commensurate with Zone needs and anticipated annual revenues to support debt service payments. Page 19 of 60 Tax Increment Reinvestment Zone #6 Preliminary Project & Financing Plan 5.6. Method of Hmoin6ng and Sources of Revenue §311,011(c)(6) 5.5.1.S®urces of Fund The primary source of funds for the Zone is expected to be funds from the contributed property tax collections of the City, County, and Del Mar College. The participation from the City, County, and Del Mar College shall equal an amount not to exceed $52,000,000 is shown below: City, of Corpus Christi PartKipat✓an Nueces County Part►cipatoon lax Years 2025-2033 95N" IaxYears 2025-2033 95% Iax Year 2034 `X XI Iax Year 2034 90y. IaxYear 2035 WXI IaxYear 203S 8fyll, I ax Year 203b 1(7� I ax Year 203b I(7i, IaxYear2031 6WOX, IaxYear2031 balvu I ax Year 2038 5OX, 1 ax Year 2038 SOX I ax Year 2039 40'1v I ax Year 2039 40X I ax Year 2040 3OX, lax Year 2WO 3(YX 1 ax Year 20,11 2(yX I ax Year 2CL11 20;�, I ax Year 2CA2 151% l ax Year 2042 15% I ax Year 20-13 1( ", 1 ax Year 2043 1(YYU ax Year 20,14 5' , 1 ax Year 2CA4 S;XI De Mar College PartKipat►on lax Years 202S-2033 `Xyll� ax Year 2034 (XJ;V" 1 ax Year 2O35 011{ I ax Year 2036 U u I ax Year 2031 01K I ax Year 2038 (74. I ax Year 2039 C7}U Iax Year 2NO OX Iax Year 2Cu11 0% 1 ax Year 20-12 0% I ax Year 2043 OX, Tax Year 20L14 Page 20 of 60 Tax Increment Reinvestment Zone #6 Preliminary Project & Financing Plan The participation from each of the taxing entities shall not exceed the following amounts (which for the sake of clarity, shall be used for both capital and administrative costs as set forth in Table 4 above): • City of Corpus Christi: $32,000,000.00 • Nueces County: $13,000,000.00 • Del Mar College: $7 000,000.00 5.5.2.Soumes of Revenue The assessed value base year for the City of Corpus Christi, Nueces County, and Del Mar College will be tax year 2024. Based upon 2023 tax rates for each jurisdiction, the projection of incremental property tax revenue contributed to the Zone is as follows: TazYear FhcalYear Values 7CounCounty Del Mar City County Del Mar City County Del Mar 2025 2026 $11.164,376 $6 $25,975 $25,931 $62,341 $24,677 $23,39 $3,281 51O $2,593 .................................. ....................... .......... ...........................I....................... ..,...................................................................I.......... ,..........,....,.....,........................................................ 2026 2021 $89,649,939 35 $208.582 $2N,213 5500,596 $198,153 $187,400 $26,347 $10,429 $20,822 .................................. I...................... ........,. ..................................................., ..........,..................................... ........,..,..................., ............,........ .......................................................... 2027 2028 $150,190,289 $886,313 $350,833 $W,228 $80,997 $33301 $315,206 $44,316 $17,542 $9,023 .................................. ....................... ..................................................................................... .................................................................I............... ................................................................................ 2028 2029 $234,782,62 $1,380,002 $546,252 $545,311 $1,311,002 $518,939 $490,780 $69,000 $27,313 $R,531 ...................... ..................... ............................. ....,.............,.............................................................. .....,................,...........,............................................. 2029 2030 $292,71077 $1,720AU $681,037 $679,864 $1,634,486 $646.985 $611,878 $86,028 $34.052 $67.986 ..........................I....... ....................... ..................................................................................... ................................................................................. ..........................................................I..................... 2030 2031 $349,874,805 $2,056,489 $814,028 $812,626 $1,953.665 $773,327 $731,363 $102,824 S40,701 $81,263 ........... .....................1. .......................... .............................I............................ ...........,.................................... .........I...................... ..................... ........................,.....................I........... 2031........2032 $399,953,949 $2,350,843 $930,544 $928,941 $2233,301 $894,017 $0,047. $W,642 $46,527 $92,894 ....................................... ................................................ .................. ...........................,.................................................... 2032 2033 $460,331,668 $2,705,731 $1,071,020 $1,069,175 $2,570,444 $1,017,469 $962,258 $135,87 $53,551 $106,918 .................................. ....................... .......................... .........................................................I ................................................................................. .....................................................I"........................ 2033 2034 5513,724,518 $3,019A62 $1,195,246 $1,193,187 $2,968,584 $1,135A83 $1,073,868 $550,978 $59,762 $119,319 .......................I................ ..........................................................................I.......... ..........................,.....,............... ................................ ................................................................................ 2034 2035 $517,515,353 $3,394,511 $1�43,663 $1.341,348 $3,055,060 $1,Y09,97 $1,207,214 $339,451 $134,366 $134,135 .............................. ....................... ..................................................................I..............I... ................................................ ........I....................... ..................... .............................,.........I.......... ........ 2035 2036 $613,586,814 $3,606,531 $1,427,588 $1,425,129 $2,885,225 $1,142,071 $0 $721,306 $285,518 $1,425,129 ................................ ....................... ..................................................................................... ................................................ ................................ ................................................................................ 2036 2037 $631,994,418 $3.714,727 31,470,416 $1,467,03 $2,600,309 $1,029,91 $0 $1,114,418 $441,125 $1,467,03 ........... ....................... .......................... .......................................................... ................................................................................. ............................................................I................... 2037 2038 $657,051,851 $3A62,010 $1,528,115 $1,526,082 $2,31746 $91749 $0 51,544AO4 $611.41% $1,526,082 ................... .......................... .......................................................... ................................................ .................I.............. ........................................................I....................... 2038 2039 $676,763,406 $3,977,870 $1,574,571 $1,571,864 $1,988,935 $787,288 $0 $1.988.935 $781,488 $1,571,864 ................................ ........I.............. ......................,... ...,........................................,............. ..........,...................................................................... ...........................,.................................................... 2039 2040 $697,066$8 $4,097,206 $1,621,814 $1,619,020 $1,638,882 $640,726 $0 $2,458.324 $973,088 $1,619,020 ................. ........I.............. ..................................................................................... ................................................................................. ..........................................,..................................... 2040 2041 $717,978298 $440,122 $1,670.468 $1,667,590 $1,266,031 $501,140 $0 $2,954,086 $1,169,328 $1,667,590 ................................ ...I................... .......................,......,..................................................... .....................................,,.......................................... ................................................................................ 2041 2042 $739,617,647 54,346,726 $1,720,582 $1,717,618 $869,345 $344,116 $0 $3,477,381 $1,376,466 $1,717,618 ........................................ .......................... .......................................................... ................................................ ................................ ..................... ......................... ................................ 2042 2043 $761,703,176 $4A11,128 $1,772,200 $1,769,147 $671.669 $265,830 $0 $3,805.559 $1.506,370 $1,769,147 .............................. ......I................ ............................................................................I........ ......................,.......................................I.................. .......................................................I........................ 2043 2044 $784,554,71 $4,611,40 $1A26,366 $1,822,221 $461,144 $182A31 $0 $4,150Y97 $1,642,829 $1,822,221 ................. ....................... ............................... ... ................I........................... .............................................................I................... .......................,.....,...,.............................................. 2044 2045 $608A90,899 $4.749,785 $1^127 $1,876,888 $237,489 $94AO6 $0 $4,512295 $1,786,120 $1,876,888 $50,770,074 $23,150,033 $23,618,275 131,987,818 $12,653,873 0,439,350 $27,11111112,071 $11.005,160 $17,178,924 Page 21 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan These revenue projections assume a 98% tax collection rate. 5.5.3.Method of Financing All project costs will be paid using funds derived as herein described. While this is a developer- initiated TIRZ, one or more developer agreements may be entered into to accommodate the different phases or components of the Barisi Village development. Each of these agreements will define the projects eligible for TIRZ funding. Payments are anticipated to be made on an annual basis for each agreement but may occur more frequently as conditions warrant. The allocation of these payments will be at the developer's discretion, consistent with the priorities and obligations set forth in the respective developer agreements. These priorities will primarily focus on stimulating economic development within the Zone and enhancing essential public infrastructure. 5.6. Current Appraised Value §311.011(c)(7) According to the Nueces County Appraisal District, the 2023 certified taxable appraised value for the Zone is $1,270,541 for the City of Corpus Christi, $1,270,541 for Nueces County, and $1,270,541 for Del Mar College. This appraisal value yielded tax revenues of$7,620.38to the City of Corpus Christi, $3,016.41 to Nueces County, and $3,011.21 to Del Mar Jr College. Tax year 2024 values will be used as the base values. 5.7. Estimated Captured Appraised Value §311.011(c)(8) The Table provides the projected schedule of taxable value increment captured by the Zone over its proposed 20-year duration. Captured value projections assume a 3.0% annual value appreciation rate for existing development. Tax Year Fiscal Year Values City County Del Mar City County Del Mar City County Del Mar 2025 2026 $11,164,376 $65,622 $25,975 $25,931 562,341 $24,677 $23,338 $3,281 $1,299 $2,593 .................................. ....................... ......................... .......................................................... ..................... .................................I......................... .............................................................I................,. 2026 2027 $89,649,939 $526,943 $208,582 $208,223 $500,596 $198,153 $187,400 $26,347 $10,429 $20,822 ............... ......I................ ......................... .................................,........................ ................................................................................ ..................................................,............................. 2027 2028 $150,790489 $886,313 $350,833 $350,228 $841,997 $333,291 $315,206 $44,316 $17,542 $35,023 ................. ....................... .......................... ..................................I....................... ................................................................................. ............................---................ ...............I................ 2028 2029 $234,782,618 $1,380,002 $546,252 $545,311 $1,311,002 $518,939 $490,780 $69,000 $27,313 $54,531 .................................. ....................... .......................... ..............................................I.-...... ...................................................,................1............ ................................................................................ 2029 2030 $292,714277 $1,720,512 S681,037 $679,864 $1,634,486 $646,985 $611,878 $86,026 $34,052 $67,986 .................................. ....................... .........................................................I..-.........I............ ..................... ........................,............I..................... .....,.......................................................................... 2030 2031 $349,874,805 $2,056,489 $814,028 $812.626 $1,953,665 $773,327 $731,363 $102,824 540,701 $81,263 .................................. ....................... ..................................................................................... ................................................................I............... ..................... .......................................................... 2031 2032 $399,953,949 $2.350,843 $930,544 $928,941 $2,233,301 $884,017 $0,047 $117,542 $46,527 $92,894 .............................. ....................... .................................................................................... ................................................................................. ................................................................................ 2032 2033 $460,331,60 $2,705,731 $1,071.020 $1,069,175 $2,570,444 $1,017,469 $962.258 $135�87 $53,551 $106,918 ................ .......................... .......................................................... ............................................... ................................ ..................... .......................................I.................. 2033 2034 $513,724,518 $3,019,562 $1,195,46 $1,193,187 $2,868,584 $1,135,483 $1,073,868 $150,978 $59,762 $119,319 ........... ....................... .......................... .......................................................... ..................... ........................................................... .......................................................-...................... 2034 2035 $577,515,353 $3,394,511 $1,343,663 $1.341.348 $3,055,060 $1,209,297 $1,207,214 $339,451 $134,366 $134,135 .................................. ....................... .......................... .......................................................... ................................................................................. ............................................... ................................ 2035 2036 $613,586,814 $3,606,531 $1,427,588 $1,425,129 $2,885,225 $1,142,071 $0 $721,306 $285,518 $1,425,129 :................. ....................... .......................... .......................................................... ..................... .......................... ......................... 2036 2037 $631,M,418 $3,714,727 $1,470,416 $1,467,883 $2,600,309 $1,029,291 $0 $1,114,418 $441,125 $1,467,883 ..... ...........I........... ..................................................................................... ................................................................................. ................................................................................ 2037 2038 $657,051,851 $3,862,010 $1,528,715 $1,526,082 $2,317,206 $917,429 $0 $1,544.04 $611,486 $1,526,082 ................................. ....................... .......................... ......................................I................... ...................................... ..................... .......................................................... 2038 2039 $676,763,406 $3,977,870 $1.574,577 $1,571,864 $1,988,935 MUM $0 $1,988,935 $787,288 $1,571,864 .:................. ....................... .............................................................I...............I....... ................................................................................. ............................................................................... 2039 2040 $697,066,308 S4,097,406 $1,621,814 $1,619,020 $1,638,882 $648,726 $0 $2,458,324 $973,088 $1,619,020 .................................. ................I...... ................................................................................... ................................................................................. ............................................,................................... 2040 2041 $M,978,98 $4,220,122 $1,670,468 $1,667,590 $1,466,037 $501,140 $0 $2,954,086 $1,169,328 $1,667,590 ................................ ....................... .......................... ............................................I............. ..................... ....................,.................,...,,.......,....... ..........,.......... ..............,..................I................,....... 2041 2042 $739,517,647 $4,346,726 $1,720,582 $1,717,618 $869,345 $344,116 $0 $3,477,381 $1,376,466 $1,717,618 ................................................ ................................ .................... ........................................................... ....................................................I............I.............. 2042 2043 $761,703,176 $4,477,128 $1,772,200 $1,769,147 $671,569 $265,830 $0 $3,805,559 $1,506,370 $1,769,147 ............................... ................I...... ......................_.. .......................................................... .................... ........................................................... ..................... .......................................................... 2043 2044 $784,554271 $4,611,441 $1,825,366 $1,822.221 $461.144 $182,537 $0 V,150,297 51,642,829 $1,822,221 ............................................................................. ..................... ........................................................... ................................................................................ 204L 2045 $808,09Q899 $4,749,785 $1,880,127 $1,8761888 J LIE± $94,006 1 $0 S4,512,495 $1,786,120 $1,876,888 $59,770,074 $23,659,033 $23,618,275 1 1 $31,967,618 $12,653,873 1 $6,439,350 $27,802p$7 $11,005,160 $17,178,924 Tax Increment Reinvestment Zone#6 Preliminary Project : Financing Plan • Appendices 6.1 . Appendix <s Market and Economic Feasibility Study 44 0000000 � t o� ■ was - !I► It one too N � ago R-1 a � 11 Il Page 23 ti tit I�II Local Economic and Tax Impacts of Barisi Village Jim Lee, Ph.D. May 21 , 2023 . .0 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan Barisi Village local Economic Impacts Executive Summary Barisi Village is a mixed-use redevelopment project on the former Pharaoh Valley golf course property in Corpus Christi. The project site is expected to offer a diverse blend of high-end living options,along with a hotel and dining, recreational and shopping venues. This report summarizes the local economic impacts of developing Barisi Village in the City of Corpus Christi. Construction Including indirect impacts that capture increased activity in local supply chains, Barisi Village's entire construction project(phases 1 to 6)is expected to generate 2,597 jobs(direct and indirect employment)in the city of Corpus Christi. The following displays two alternative measures of the total economic impacts (direct,indirect,and induced impacts)on Corpus Christi during its construction phase: Total Impacts from Construction Employment(FTE job-years) 5,648 jobs Economic Impact(sales) $827.3 million Operations and Maintenance Including indirect impacts,the operations of all businesses and residential units in Barisi Village are expected to create 895 permanent jobs(direct and indirect employment)in the city of Corpus Christi. The following displays two alternative measures of total permanent(annual) economic impacts on Corpus Christi as a result of the operations and maintenance of all businesses and residential units in Barisi Village: Total Impacts from Operations and Maintenance Employment(FTE jobs) 1,111 jobs Economic Impact(sales) $127.9 million The businesses in Barisi Village,including its food and drinking places,retail shops and a hotel,are projected to collectively generate approximately$415,000 in sales and hotel occupancy tax revenues per year for local taxing entities in the city of Corpus Christi. Page 24 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan Barisi Village Local Economic Impacts Introduction Barisi Village is a mixed-use redevelopment project on the former Pharaoh Valley golf course property in Corpus Christi. The Barisi Village project consists of six phases to be developed on a land property of 126.561 acres(see map below). The project site is expected to offer a diverse blend of high-end living options, along with a hotel,dining,recreational and shopping venues. Map of Barisi Village,Phases 1 to 6 1 a / A f - 1 This report summarizes the projected local economic impacts of Barisi Village during its construction phase and its permanent operations. The study is commissioned by Blackard Companies,the developer of Barisi Village. Regional economic impacts are measured alternatively by the number of full- time-equivalent(FfE)jobs(employment impacts)and gross business sales or revenues(economic impacts)created in the city of Corpus Christi during the project's construction phase and the permanent operations of all businesses in Barisi Village. The less tangible benefits to Barisi Village's neighborhood and its broader community's quality of life are,however,beyond the scope of this report. Page 25 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan Barisi Village Local Economic Impacts Methodology ■ Total economic impact estimates for the construction of the proposed Barisi Village in the Pharaoh Valley district of Corpus Christi are computed using details in the site plan provided by the developer. The construction project consists of six phases. • The following diagram describes the flow of economic impacts associated with the Barisi Village project site: Schematic Diagram of Local Economic Impacts DirectBarisi Village Business Revenues 10 Induced Impacts 4 • The total economic impacts of the proposed Barisi Village mixed-use community and business developments include direct,indirect,and induced impacts. Quantitative measures of employment and total economic output/sales using the IMPLAN model customized for the city of Corpus Christi. • The direct impact is the first round of changes in the industries directly involved in the Barisi Village project. In addition to direct employment and business activity related to the construction and operation of the project Page 26 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan Barisi Village Local Economic Impacts site,direct effects in local industries result in ripple effects in those industries'supply chains. Indirect impacts occur when local business vendors benefit from the construction activities and operation of the project site,such as grocery and other supplies for restaurants and retail stores,and professional services for the onsite management staff. These impacts represent spinoff effects from multiple rounds of supply chains that are required to support Barisi Village's construction and operation. • Induced impacts are generated initially by the earnings and thus spending of the project site's direct and indirect employees on local goods and services. Following multiple rounds of spinoff effects,these impacts are spread across nearly all sectors of the regional economy. Estimates for the indirect and induced impacts are generated using IMPLAN's multiplier data for the city of Corpus Christi. • The table on the next page summarizes the planned property developments provided by the developer. Developments over the Barisi Village's six phases are broadly classified as residential,commercial,and other types of infrastructural improvements. The plan also includes the construction of a hotel and other business venues within Barisi Village by other developers. • Developments for residential units include the construction of single-family and multi-family units,townhomes,and senior housing for independent and assisted living. in addition to residential units,Barisi Village includes a variety of business venues,such as restaurants,retail shops,event space, and one hotel. • Other than the building structures,the construction plan includes one parking garage and other covered areas along with open parking spaces in each of the six construction phases. Also,the plan includes the construction of a wide variety of amenities for recreational activities,such as canal boardwalks and lazy rivers,two tennis courts,eight pickleball courts,a golf course and putting green,walking trails and public parks. • In total,the Barisi Village project consists of an estimated total of 5.5 million square feet of property improvements in buildings and infrastructure. Out of the entire 126.6-acre project site,an estimated total of 53.4 acres(2.3 million sq.ft.)are dedicated to recreational activities, such as a golf course,tennis and pickleball courts,and parks and trails. Page 27 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan Barisi Village local Economic Impacts Barisi Village(Phases 1 to 6)Site Plan Summary Units Total Area(sqft.) Residential Multifamily 1,263 1,576,130 Townhomes 175 283,103 Single Family 65 105,153 Independent Living 250 279,613 Assisted Living 200 223,690 Residential Total 1,953 2,467,689 Commercial Cafe 1 600 Restaurant 3 11,600 Event Space 1 4,000 Leasing Office 1 4,800 Retail 5 59,800 Boutique Shop 1 400 Commercial Total 12 81,200 Other Improvements Parking Garage 400 72,000 Covered Area 1,800 324,000 Surface Parking 1,255 225,900 Recreational Land 2,326,258 Other Total 3,455 2,948,158 Hotel Building 1 6,500 Parking 35 9,450 Hotel Total 15,950 Barisi Village Total 5,512,977 Page 28 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan Barisi Village Local Economic Impacts Economic Impacts of Construction ■ Based on the site plan for developing the six construction phases of Barisi Village outlined in the previous section,the following table displays estimates of the local economic impacts(direct,indirect,and induced impacts)during the construction phase: Construction Impacts Direct Indirect Direct& Induced Total Indirect Employment(job-years) 2,502 96 2,597 549 5,648 Output/Sales(mil) $374.1 $13.8 $387.9 $65.3 $827.3 ■ The Barisi Village project's six construction phases are expected to generate a direct local economic impact of$374.1 million and 2,502 local full-time-equivalent(FTE)job-years in the construction and engineering industries. As for most construction projects,the employment impacts are expressed in job-years in the sense that the numbers represent one year of employment rather than a permanent basis. • Including indirect impacts on local supply chains associated with the construction of the industrial site,the local economic impact is$387.9 million and 2,597 jobs. The total economic impacts that also include the induced effects on the rest of the regional economy are estimated to be $827.3 million and 5,648 jobs during the entire construction phase. Page 29 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan Barisi Village Local Economic Impacts Economic Impacts of Operations and Maintenance • The following table presents estimates for the direct,indirect,and induced impacts of the operations and maintenance of all businesses and residential units in Barisi Village: Permanent Employment Impacts of Barisl Village,FTE Jobs Residential Commercial Recreational Total Direct 482 323 15 819 Indirect 67 7 1 75 Direct/Indirect 549 330 16 895 Induced 173 40 3 217 Total 722 370 19 1,111 • The Barisi Village,including all its businesses,is expected to be operated with 819 full-time direct employees onsite. An estimated total of 482 FTE positions will serve the residents of the 1,953 residential units. Other businesses,such as restaurants and a hotel,will be operated with an estimated total of 323 employees. A staff of 15 FTEs(e.g.,groundcrews)is also expected to operate the recreational facilities onsite. • The operation of the businesses and residential units in Barisi Village is expected to generate an indirect employment impact of 75 jobs. Including those indirect jobs,Barisi Village is expected to create 895 FTE positions (direct and indirect)in Corpus Christi. • The induced impact,which represents the spinoff effects on the rest of the local economy,is projected to be equivalent to 217 jobs. Including the induced impact,Barisi Village's total employment impact equals 1,111 permanent jobs. Page 30 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project & Financing Plan Barisi Village Local Economic Impacts ■ The following table displays estimates for the permanent direct,indirect, and induced impacts of Barisi Village in current dollar terms: Annual Economic Impacts of Barisi Village,2023 Million Dollars Residential Commercial Recreational Total Direct $81.8 $18.5 $0.95 $101.3 Indirect $6.3 $0.9 $0.07 $7.3 Direct/Indirect $88.1 $19.4 $1.03 $108.5 Induced $14.4 $4.8 $0.17 $19.4 Total $102.5 $24.3 $1.19 $127.9 • The wide variety of business activities in Barisi Village,including the operation of residential units,is expected to generate a direct economic impact of$101.3 million annually(2023 dollars). The operation of those businesses is also expected to be supported by local businesses with$7.3 million in revenues(indirect impact). ■ The induced impact on the rest of Corpus Christi is an estimated$19.4 million annually. The permanent local economic impact of Barisi Village's business operations and maintenance,including indirect and induced effects,is an estimated$127.9 million each year. Page 31 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan Barisi Village Local Economic Impacts Local Taxes from Operations • Business development in Barisi Village will generate a variety of tax revenues,including sales,income(franchise tax),and property taxes. This section presents projections for the local tax impact of the businesses within Barisi Village. The cafe,restaurant and retail shops will generate sales taxes from their operations. Its hotel will generate local Hotel Occupancy Tax(HOT)revenues from its room sales in addition to sales taxes from other services,such as the supply of food and beverages to hotel guests. • The following table shows the local tax impacts of the caf6,restaurant,and retail shops: Annual Local Tax Impacts of Barisi Restaurants and Retail Shops,2023 Dollars Gross Sales City Tax Caf6&Restaurant $1,332,398 $26,648 Retail Shops $9,431,333 $188,627 Total $10,763,731 $215,275 ■ The following table shows the local tax impacts of the hotel: Revenues HOT Sales Tax Total Taxes Room Revenues $1,957,313 $176,158 $176,158 Other Revenues $1,165,429 $23,309 $23,309 Total $3,122,741 $199,467 ■ The annual room revenue of approximately$1.96 million is derived from applying the local average room occupancy rate of 65%at the current room rate of$125 per night for a mid-size hotel in Corpus Christi. The estimated room revenue is expected to generate more than$176,000 annually for the city's portion of Hotel Occupancy Tax(9%of the total 15%tax rate). Other than room revenues,the hotel will generate another$1.1 million annually in other revenues,such as the provision of food and beverages and catering services. The revenues subject to sales taxes are projected to generate more than$23,000 in local sales tax revenues. • In total,the operations of businesses in Barisi Village are projected to collectively generate$414,741 in local tax revenues annually. 10 Page 32 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan 6.2. Appendix B — Projection of New Development and Taxable Assessed Value Page 33 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan 6.3. Appendix C — Estimated Non-Financing Costs The cost estimates, maps, renderings, and site plans contained in this appendix are for illustrative purposes only and are subject to change. Any reliance on these materials should acknowledge their preliminary nature and the possibility of adjustments in the future. OPINION OF PROBABLE CONSTRUCTION COST Prepared By: Date Prepared: 7112123 W E W E ST FA L L Project Number: 23010001 . I , i Contact:Michael Westfall,PE (214)846-9397 Client: BV Blackard Corpus Land LLC 8390 Lyndon B Johnson Freeway,Suite 565 Dallas,TX 75243 Project:Barisi Village Phase 1. GRADING Description Quantity Unit Cost/Unit Total Earthwork Cut/Fill 35,000 CY $ 15.00 $ 525,000.00 Import from Future Phase 7,000 CY $ 15.00 $ 105,000.00 Retaining Wall Around Pond - FF $ 50.00 $ - Lake Pump LS $ 50.000.00 $ - $ 630,000.00 ONSITE PAVING AND WALLS Description Quantity Unit Cost/Unit Total Drainage Infrastructure 17,320 FF $ 50.00 $ 866,000.00 Fire Lane Pavement 8,288 SY $ 96.75 $ 801,864.00 Parking Lot Pavement 4,337 SY $ 85.00 $ 368,645.00 Concrete Sidewalk 14,700 SF $ 8.00 $ 117,600.00 Pedestrian Bridge 910 SF $ 500.00 $ 455,000.00 Traffic Barrier at South Entrance 1,000 LF 1 $ 75.00 $ 75,000.00 $ 2,684,109.00 OFFSITE WORK Description lQuantity lUnit Cost/Unit Total Offsite Turn Lane 1 3 LS $ 100,000.00 $ 300,000.00 Traffic Signal 1 1 LS $ 500,000.00 $ 500,000.00 8'Wide Cart Path/Trail 1 100,496 SF $ 8.00 $ 803,968.00 $ 1,603,968.00 Page 34 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project & Financing Plan STORM DRAINAGE Description Quantity Unit Cost/Unit Total 18"RCP 1,400 LF $ 175.00 $ 245,000.00 24"RCP 400 LF $ 200.00 $ 80,000.00 30"RCP 400 LF $ 225.00 $ 90,000.00 36"RCP 100 LF $ 250.00 $ 25,000.00 48"RCP 500 LF $ 275.00 $ 137,500.00 Curb Inlet 19 EA $ 10,000.00 $ 190,000.00 Grate Inlet 2 EA $ 5,000.00 $ 10,000.00 Outfall Structure 1 EA $ 75,000.00 $ 75,000.00 Manhole 6 EA $ 10,000.00 $ 60,000.00 $ 912,500.00 SANITARY SEWER Description Quantity Unit Cost Unit Total 15"Sewer Line 2,200 LF $ 100.00 $ 220,000.00 12"Sewer Line 1,800 LF $ 90.00 $ 162,000.00 8"Sewer Line 400 LF $ 75.00 $ 30,000.00 6'Dia.MH 1 EA $ 20,000.00 $ 20,000.00 4'Dia.MH 20 EA $ 15,000.00 $ 300,000.00 $ 732,000.00 WATER Description lQuantity JUnit Cost/Unit Total 12"Water Line 3,100 LF $ 100.00 $ 310,000.00 8"Water Line 300 LF $ 90.00 $ 27,000.00 Fire Hydants 11 EA $ 5,000.00 $ 55,000.00 $ 392,000.00 Phase 1 Page 2 of 4 Page 35 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project & Financing Plan SUMMARY OF CAPITAL CIVIL COSTS Description Total GRADING $ 630,000.00 ON-SITE PAVING AND WALLS $ 2,684,109.00 OFF-SITE WORK $ 1,603,968.00 STORM DRAINAGE $ 912,500.00 SANITARY SEWER $ 732,000.00 WATER $ 392,000.00 SUBTOTAL $ 6,954,577.00 SOFTCOSTS(ENG.SURVEY.GEOTECH)7.5% $ 521,593.28 TOTAL $ 7,476,170.28 NOTES Since Westfall Engineering,PLLC has no control over the cost of labor,materials,equipment,or services fumished by others,or over methods of determining price,or over competitive bidding or market conditions,any and all opinions as to the cost herein,including but not limited to opinions as to the cost of construction materials,shall be made on the basis of experience and best available data.Westfall Engineering,PLLC cannot and does not guarantee that proposals,bids,or actual costs will not vary from the opinions on costs shown herein.Review all notes and assumptions.Westfall Engineering,PLLC has not prepared fully engineered construction drawings for this site, therefore,the final quantities are subject to change.Additionally,the final construction plans could change significantly A CAPITAL COSTS-STRUCTURES Description Quantity Unit Cost/Unit Total Garage 160 SP $ 13,500.00 $ 4,160,000.00 Bell Tower 1 EA $ 750.000.00 $ 750,000.00 Plaza Area 1 EA $ 375,000.00 $ 375,000.00 Restroom Facilities(Public) 1 EA $ 125,000.00 $ 125,000.00 Contractor Fee/OH/Gen Cond. 14 % $ 5,410,000.00 $ 757,400.00 $ 6,167,400,00 (A)CAPITAL COSTS-SITE AMENITIES Description Quantity Unit Cost Unit Total Site Lighting 1 EA $ 125,000.00 $ 126,000.00 Landscaping(incl.Buffer Zones) 1 EA $ 500,000.00 $ 500,000.00 Site Furnishings(trasch recep.,benches,etc.) 1 EA $ 40,000.00 $ 40,000.00 Signage&Wayfinding 1 EA $ 45,000.00 $ 45,000.00 Contractor Fee/OH/Gen Cond. 14 % $ 710,000.00 $ 99,400.00 $ 809,400.00 B FINANCING COSTS Description Quantity JUnit I Cost/Unit Total D PROFESSIONAL SERVICES Description I Quantity JUnit Cost/Unit JTotal Civil(Captured in OPC) EA $ $ Phase 1 Page 3 of 4 Page 36 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project & Financing Plan Architectural 1 EA $ 150,000.00 $ 150,000.00 Structural 1 EA $ 50,000.00 $ 50,000.00 MEP 1 EA $ 80,000.00 $ 80,000.00 $ 280,000.00 F)ORGANIZATIONAL COSTS Description Quantity JUnit Cost Unit Total Environmental Studies-Wetlands 1 EA $ 10,000.00 $ 10,000.00 Environmental Studies-ESA 1 EA $ 10,000.00 $ 10,000.00 Traffic Impact Study 1 EA $ 15,000.00 $ 15,000.00 Geotechnical Study(Captured in OPC) EA $ - $ - Surveys(Captured in OPC) EA $ $ - $ 35,000.00 SUMMARY OF COSTS Description Total SUMMARY OF CAPITAL CIVIL COSTS $ 7,476,170.28 (A)CAPITAL COSTS-STRUCTURES $ 6,167,400.00 (A)CAPITAL COSTS-SITE AMENITIES $ 809,400.00 (B)FINANCING COSTS $ - (D)PROFESSIONAL SERVICES $ 280,000.00 (F)ORGANIZATIONAL COSTS $ 35,000.00 SUBTOTAL $ 14,767,970.28 CONTINGENCY(5%) $ 738,398.51 TOTAL $ 15,506,368.79 Phase 1 Page of Page 37 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project & Financing Plan OPINION OF PROBABLE CONSTRUCTION COST Prepared By: Date Prepared: 7/12123 W F` T FA I I Project Number: 23010001 Contact:Michael Westfall, PE (214)846-9397 Client: BV Blackard Corpus Land LLC 8390 Lyndon B Johnson Freeway,Suite 565 Dallas,TX 75243 Project:Barisi Village Phase 2 GRADING Description Quantity lUnit lCost/Unit Total Earthwork CuUFill 234,130 CY $ 15.00 $ 3,511,950.00 Export dirt to Phase 3,4,and 5 128,000 CY $ 15.00 $ 1,920,000.00 $ 5,431,950.00 ONSITE PAVING AND WALLS Description Quantity Unit Cost Unit Total Drainage Infrastructure 22,360 FF $ 50.00 $ 1,118,000.00 Fire Lane Pavement 16,943 SY $ 96.75 $ 1,639,235.25 Parking Lot Pavement 3,437 SY $ 85.00 $ 292,145.00 Concrete Sidewalk 33,793 SF $ 8,00 $ 270,344.00 Pedestrian Bridge 1,200 SF $ 250.00 $ 300,000.00 $ 3,619,724.25 Pagel of 4 Page 38 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan STORM DRAINAGE Description Quantity Unit Cost Unit Total 18"RCP 965 LF $ 175.00 $ 168,875.00 24"RCP 649 LF $ 200.00 $ 129,800.00 30"RCP 211 LF $ 225.00 $ 47,475.00 36"RCP 348 LF $ 250.00 $ 87,000.00 42"RCP 274 LF $ 275.00 $ 75,350.00 6'X 3'RCB 165 LF $ 500.00 $ 82,500.00 Curb Inlet 20 EA $ 10,000.00 $ 200,000.00 Grate Inlet 2 EA $ 5,000.00 $ 10,000.00 Outfall Structure 1 EA $ 10,000.00 $ 10,000.00 TxDot PW Headwall 2 EA $ 50,000.00 $ 100.000.00 Manhole 3 EA $ 10,000.00 $ 30,000.00 $ 941,000.00 SANITARY SEWER Description Quantity Unit Cost/Unit Total 15"Sewer Line 310 LF $ 100.00 $ 31,000.00 12"Sewer Line 664 LF $ 90.00 $ 59,760.00 8"Sewer Line 818 LF $ 75.00 $ 61,350.00 4'Dia.MH 19 EA $ 15,000.00 $ 285,000.00 $ 437,110.00 WATER Description Quantity JUnit Cost/Unit Total 12"Water Line 3,074 LF $ 100.00 $ 307,400.00 8"Water Line 932 LF $ 90.00 $ 83,880.00 Fire Hydants 11 EA $ 5,000.00 $ 55,000.00 $ 446,280.00 Page 2 of 4 Page 39 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project & Financing Plan SUMMARY OF CAPITAL CIVIL COSTS Description Total POND WORK AND MASS GRADING $ 5,431,950.00 ON-SITE PAVING AND WALLS $ 3,619,724.25 OFF-SITE WORK STORM DRAINAGE $ 941,000.00 SANITARY SEWER $ 437,110.00 WATER $ 446.280.00 SUBTOTAL $ 10,876,064.25 SOFTCOSTS(ENG.SURVEY.GEOTECH)7.5% $ 815,704.82 TOTAL $ 11,691,769.07 NOTES Since Westfall Engineering,PLLC has no control over the cost of labor,materials,equipment,or services furnished by others,or over methods of determining price,or over competitive bidding or market conditions,any and all opinions as to the cost herein,including but not limited to opinions as to the cost of construction materials,shall be made on the basis of experience and best available data.Westfall Engineering,PLLC cannot and does not guarantee that proposals,bids,or actual costs will not vary from the opinions on costs shown herein.Review all notes and assumptions.Westfall Engineering,PLLC has not prepared fully engineered construction drawings for this site,therefore,the final quantities are subject to change.Additionally,the final construction plans could change significantly through the City review,and platting A CAPITAL COSTS-STRUCTURES Description I Quantity JUnit Cost/Unit Total Garage 1 125 1 SP $ 13,500.00 $ 3,687,500.00 Contractor Fee/OH/Gen Cond. 1 14 1 % $ 3,687,500.00 $ 516,250.00 $ 4,203,750.00 A CAPITAL COSTS-SITE AMENITIES Description Quantity Unit Cost/Unit Total Site Lighting 1 EA $ 125,000.00 $ 125,000.00 Sport Courts 1 EA $ 690.000.00 $ 690,000.00 Landscaping(incl.Buffer Zones) 1 EA $ 500,000.00 $ 500.000.00 Site Fumishings(trasch recep.,benches,etc.) 1 EA $ 40,000.00 $ 40,000.00 Signage&Wayfinding 1 EA $ 45,000.00 $ 45,000.00 Contractor Fee/OH/Gen Cond. 14 % $ 1,400,000.00 $ 196,000.00 $ 1,596,000.00 B FINANCING COSTS Description Quantity Unit Cost/Unit Total D PROFESSIONAL SERVICES Description Quantity Unit Cost/Unit Total Civil(Captured in OPC) - EA $ - $ - Architectural 1 EA $ 50,000.00 $ 50,000.00 Structural 1 EA $ 50,000.00 $ 50,000.00 MEP 1 EA $ 40,000.00 $ 40,000.00 $ 140,000.00 Page 3 of 4 Page 40 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan F ORGANIZATIONAL COSTS Description Quantity JUnit Cost/Unit Total Traffic Impact Study 1 1 EA $ 12,000.00 $ 12,000.00 Geotechnical Stud (Captured in OPC) I EA $ - $ - Surveys(Captured in OPC) I EA $ $ - $ 12,000.00 SUMMARY OF COSTS Description Total SUMMARY OF CAPITAL CIVIL COSTS $ 11,691,769.07 (A)CAPITAL COSTS-STRUCTURES $ 4,203,750.00 (A)CAPITAL COSTS-SITE AMENITIES $ 1,696,000.00 (B)FINANCING COSTS $ - (D)PROFESSIONAL SERVICES $ 140,000.00 F)ORGANIZATIONAL COSTS $ 12,000.00 SUBTOTAL $ 17,643,519.07 CONTINGENCY(5%) $ 882,176.95 TOTAL $ 18,525,695.02 Page of Page 41 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project & Financing Plan OPINION OF PROBABLE CONSTRUCTION COST Prepared By: Date Prepared: 7112123 .W I E. W E ST FA L L Project Number: 23010001 Contact:Michael Westfall,PE (214)846-9397 Client: BV Blackard Corpus Land LLC 8390 Lyndon B Johnson Freeway,Suite 565 Dallas,TX 75243 Project:Barisi Village Phase 3 GRADING Description lQuantity JUnit JCost/Unit Total Earthwork CuUFill 54,000 1 CY 1 $ 15.00 $ 810,000.00 $ 810,000.00 ONSITE PAVING AND WALLS Description lQuantity JUnit Cost/Unit Total Drainage Infrastructure 32,879 FF $ 50.00 $ 1,643,950.00 Fire Lane Pavement 7,292 SY $ 96.00 $ 700,032.00 Concrete Sidewalk 34,762 SF $ 8.00 $ 278,096.00 $ 2,622,078.00 STORM DRAINAGE Description Quantity Unit Cost Unit Total 18"RCP 327 LF $ 175.00 $ 57,225.00 24"RCP 273 LF $ 200.00 $ 54,600.00 30"RCP 114 LF $ 225.00 $ 25,650.00 6'X 3'RCB 129 LF $ 500.00 $ 64,500.00 Curb Inlet 12 EA $ 10,000.00 $ 120,000.00 Concrete Headwall 1 EA $ 7,500.00 $ 7,500.00 TxDot PW Headwall 2 EA $ 50,000.00 $ 100,000.00 Manhole 3 L EA 1 $ 10,000.00 $ 30,000.00 $ 459,475.00 Pagel of 3 Page 42 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan SANITARY SEWER Description Quantity Unit Cost/Unit Total 15"Sewer Line 1,276 LF $ 100.00 $ 127,600.00 8"Sewer Line 910 LF $ 75.00 $ 68,250.00 4'Dla.MH 14 EA $ 15,000.00 $ 210,000.00 $ 405,850.00 WATER Description lQuantity JUnit Cost/Unit Total 12"Water Line 1,370 LF $ 100.00 $ 137,000.00 8"Water Line 851 LF $ 90.00 $ 76,690.00 Fire Hydants 6 EA $ 5,000.00 $ 30,000.00 $ 243,590.00 SUMMARY OF CAPITAL CIVIL COSTS Description Total POND WORK AND MASS GRADING $ 810,000.00 ON-SITE PAVING AND WALLS $ 2,622,078.00 OFF-SITE WORK STORM DRAINAGE $ 459,475.00 SANITARY SEWER $ 405,850.00 WATER $ 243,590.00 SUBTOTAL $ 4,540,993.00 SOFTCOSTS(ENG.SURVEY.GEOTECH)7.5% $ 340,574.48 TOTAL $ 4,881,567.48 NOTES Since Westfall Engineering,PLLC has no control over the cost of labor,materials,equipment,or services fumished by others,or over methods of determining price,or over competitive bidding or market conditions,any and all opinions as to the cost herein,including but not limited to opinions as to the cost of construction materials,shall be made on the basis of experience and best available data.Westfall Engineering,PLLC cannot and does not guarantee that proposals,bids,or actual costs will not vary from the opinions on casts shown herein.Review all notes and assumptions.Westfall Engineering,PLLC has not prepared fully engineered construction drawings for this site, therefore,the final quantities are subject to change.Additionally,the final construction plans could change significantly A CAPITAL COSTS-STRUCTURES Description Quantity Unit Cost/Unit Total A CAPITAL COSTS-SITE AMENITIES Description Quantity Unit Cost Unit Total Site Lighting 1 EA $ 125,000.00 $ 125,000.00 Landscaping(Incl.Buffer Zones) 1 EA $ 100,000.00 $ 100,000.00 Site Furnishings(trasch recep.,benches,etc.) 1 EA $ 40,000.00 $ 40,000.00 Signage&Wayfinding 1 EA $ 45,000.00 $ 45,000.00 Contractor Fee/OWGen Cond. 14 % $ 310,000.00 $ 43,400.00 Page 2 of 3 Page 43 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project & Financing Plan $ 353,400.00 B FINANCING COSTS Description Quantity Unit Cost/Unit Total D PROFESSIONAL SERVICES Description Quantity Unit Cost/Unit Total Civil(Captured in OPC) EA $ - $ - Architectural 1 EA $ 35,000.00 $ 35,000.00 Structural 1 EA $ - $ MEP 1 EA $ 10,000.00 $ 10,000.00 $ 45,000,00 F ORGANIZATIONAL COSTS Description Quantity Unit Cost/Unit Total Traffic Impact Study 1 EA $ 12,000.00 $ 12,000.00 Geotechnical Study(Captured in OPC) EA $ - $ - Surveys(Captured in OPC) EA $ $ - $ 12,000.00 SUMMARY OF COSTS Description Total SUMMARY OF CAPITAL CIVIL COSTS $ 4,881,567,48 (A)CAPITAL COSTS-STRUCTURES $ (A)CAPITAL COSTS-SITE AMENITIES $ 353,400.00 (B)FINANCING COSTS $ - (D)PROFESSIONAL SERVICES $ 45,000.00 (F)ORGANIZATIONAL COSTS $ 12,000.00 SUBTOTAL $ 5,291,967.48 CONTINGENCY(5%) $ 264,598.37 TOTAL $ 5,556,565.85 Page 3 of 3 Page 44 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan OPINION OF PROBABLE CONSTRUCTION COST Prepared By: Date Prepared: 7/12123 W E ST FA L L Project Number: 23010001 r r:, Contact:Michael Westfall,PE (214)846-9397 Client: BV Blackard Corpus Land LLC 8390 Lyndon B Johnson Freeway,Suite 565 Dallas,TX 75243 Project:Barisi Village Phase 4 GRADING Description JQuantlty Unit JCost/Unit Total Earthwork Cut/Fill 42,500 1 CY 1 $ 15.00 $ 637,500.00 $ 637,500.00 ONSITE PAVING AND WALLS Description Quantity Unit Cost/Unit Total Drainage Infrastructure 31,360 FF $ 50.00 $ 1,568,000.00 Fire Lane Pavement 7,380 SY $ 96.00 $ 708,480.00 Parking Lot Pavement 201 SY $ 85.00 $ 17,085.00 Concrete Sidewalk 30,060 SF $ 8.00 $ 240,480.00 $ 2,534,045.00 STORM DRAINAGE Description Quantity Unit Cost Unit Total 18"RCP 940 LF $ 175.00 $ 164,500.00 24"RCP 103 LF $ 200.00 $ 20,600.00 30"RCP 45 LF $ 225.00 $ 10,125.00 36"RCP 143 LF $ 250.00 $ 35,750.00 Curb Inlet 7 EA $ 10,000.00 $ 70,000.00 Grate Inlet 4 1 EA 1 $ 5,000.00 $ 20,000.00 Manhole 1 1 EA 1 $ 10,000.00 $ 10,000.00 $ 330,975.00 Pagel of 3 Page 45 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan SANITARY SEWER Description Quantity Unit Cost/Unit Total 15"Sewer Line 1,437 LF $ 100.00 $ 143,700.00 12"Sewer Line 759 LF $ 90.00 $ 68,310.00 8"Sewer Line 30 LF $ 75.00 $ 2,250.00 4'Dia.MH 22 EA $ 15,000,00 $ 330,000.00 $ 544,260.00 WATER Description Quantity JUnit Cost/Unit Total 12"Water Line 1,340 LF $ 100.00 $ 134,000.00 8"Water Line 1,122 LF $ 90,00 $ 100,980.00 Fire Hydants 6 EA $ 5,000.00 $ 30,000.00 $ 264,980.00 SUMMARY OF CAPITAL CIVIL COSTS Description Total POND WORK AND MASS GRADING $ 637,500.00 ON-SITE PAVING AND WALLS $ 2,534,045.00 OFF-SITE WORK STORM DRAINAGE $ 330,975.00 SANITARY SEWER $ 544,260.00 WATER $ 264,980.00 SUBTOTAL $ 4,311,760.00 SOFTCOSTS(ENG.SURVEY.GEOTECH)7.5% $ 323,382.00 TOTAL $ 4,635,142.00 NOTES Since Westfall Engineering,PLLC has no control over the cost of labor,materials,equipment,or services furnished by others,or over methods of determining price,or over competitive bidding or market conditions,any and all opinions as to the cost herein,including but not limited to opinions as to the cost of construction materials,shall be made on the basis of experience and best available data.Westfall Engineering,PLLC cannot and does not guarantee that proposals,bids,or actual costs will not vary from the opinions on costs shown herein.Review all notes and assumptions.Westfall Engineering,PLLC has not prepared fully engineered construction drawings for this site, therefore,the final quantities are subject to change.Additionally,the final construction plans could change significantly (A)CAPITAL COSTS-STRUCTURES Description lQuantity Unit Cost/Unit Total Garage 125 1 SP $ 13,500.00 $ 3,687,500.00 Contractor Fee/OH/Gen Cond. 14 1 % 1 $ 3,687,500.00 $ 516,250.00 $ 4,203,750.00 A CAPITAL COSTS-SITE AMENITIES Description Quantity Unit Cost/Unit Total Site Lighting 1 EA $ 150,000.00 $ 150,000.00 Landscaping(Incl.Buffer Zones) 1 EA $ 250,000.00 $ 250,000.00 Site Furnishings(trasch recep.,benches,etc.) 1 EA $ 40,000.00 $ 40,000.00 Signage&Wayfinding 1 EA $ 45,000.00 $ 45,000.00 Contractor Fee/OH/Gen Cond. 14 % $ 485,000.00 $ 67,900.00 Page 2 of 3 Page 46 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project & Financing Plan $ 552,900.00 B FINANCING COSTS Description Quantity Unit Cost/Unit Total D PROFESSIONAL SERVICES Description Quantity Unit Cost/Unit Total Civil(Captured in OPC) - EA $ - $ - Architectural 1 EA $ 50,000.00 $ 50,000.00 Structural 1 EA $ 65,000.00 $ 65,000.00 MEP 1 EA $ 40,000.00 $ 40,000.00 $ 155,000.00 F ORGANIZATIONAL COSTS Description Quantity Unit Cost/Unit Total Traffic Impact Study 1 EA $ 12.000.00 $ 12,000.00 Geotechnical Study(Captured in OPC) EA $ - $ - Surveys(Captured in OPC) EA $ $ - $ 12,000.00 SUMMARY OF COSTS Description Total SUMMARY OF CAPITAL CIVIL COSTS $ 4,635,142.00 (A)CAPITAL COSTS-STRUCTURES $ 4,203,750.00 (A)CAPITAL COSTS-SITE AMENITIES $ 552,900.00 (B)FINANCING COSTS $ - (D)PROFESSIONAL SERVICES $ 155,000.00 (F)ORGANIZATIONAL COSTS $ 12,000.00 SUBTOTAL $ 9,558,792.00 CONTINGENCY(5%) $ 477,939.60 TOTAL $ 10,036,731.60 Page 3 of 3 Page 47 of 60 Tax Increment Reinvestment Zone #6 Preliminary Project & Financing Plan OPINION OF PROBABLE CONSTRUCTION COST Prepared By: Date Prepared: 7/12/23 •WIE— WESTFALL Project Number: 23010001 Contact:Michael Westfall,PE (214)846-9397 Client: BV Blackard Corpus Land LLC 8390 Lyndon B Johnson Freeway,Suite 565 Dallas,TX 75243 Project:Barisi Village Phase 5 GRADING Description I Quantity lUnit I Cost Unit ITotaii Earthwork Cut/Fill 20,500 1 CY 1 $ 5.00 $ 102,500.00 $ 102,500.00 ONSITE PAVING AND WALLS Description Quantity Unit Cost/Unit Total Drainage Infrastructure 9,752 FF $ 50.00 $ 487,600.00 Fire Lane Pavement 4,136 SY $ 96.00 $ 397,056.00 Parking Lot Pavement 561 SY $ 85.00 $ 47,685.00 Concrete Sidewalk 5,860 SF $ 8.00 $ 46,880.00 Bridge 3,166 SF $ 500.00 $ 1,583,000.00 $ 2,562,221.00 OFFSITE WORK Description quantity Unit Cost/Unit Total Offsite Turn Lane 2 LS $ 100,000.00 $ 200,000.00 Median Opening 1 LS $ 60.000.00 $ 60,000.00 $ 260,000.00 Pagel of 3 Page 48 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project & Financing Plan STORM DRAINAGE Description Quantity Unit Cost/Unit Total 18"RCP 706 LF $ 175.00 $ 123,550.00 24"RCP 275 LF $ 200.00 $ 55,000.00 Curb Inlet 5 EA $ 10,000.00 $ 50,000.00 Manhole 3 EA $ 10,000.00 $ 30,000.00 $ 258,550.00 SANITARY SEWER Description Quantity Unit Cost Unit Total 15"Sewer Line 617 LF $ 100.00 $ 61,700.00 12"Sewer Line 352 LF $ 90.00 $ 31,680.00 8"Sewer Line 76 LF $ 75.00 $ 5,700.00 4'Dia.MH 6 EA $ 15,000.00 $ 90,000.00 $ 189,080.00 WATER Description Quantity JUnit JCost/Unit Total 12"Water Line 1,039 LF $ 100.00 $ 103,900.00 8"Water Line 101 LF $ 90.00 $ 9,090.00 Fire Hydanls 4 EA $ 5,000.00 $ 20,000.00 $ 132,990.00 SUMMARY OF CAPITAL CIVIL COSTS Description Total POND WORK AND MASS GRADING $ 102,500.00 ON-SITE PAVING AND WALLS $ 2,562,221.00 OFFSITE WORK $ 260,000.00 STORM DRAINAGE $ 258,550.00 SANITARY SEWER $ 189,080.00 WATER $ 132,990.00 SUBTOTAL $ 3,505,341.00 SOFTCOSTS(ENG.SURVEY.GEOTECH)7.5% $ 262,900.58 TOTAL $ 3,768,241.58 NOTES Since Westfall Engineering,PLLC has no control over the cost of labor,materials,equipment,or services furnished by others,or over methods of determining price,or over competitive bidding or market conditions,any and all opinions as to the cost herein,including but not limited to opinions as to the cost of construction materials,shall be made on the basis of experience and best available data.Westfall Engineering,PLLC cannot and does not guarantee that proposals,bids,or actual costs will not vary from the opinions on costs shown herein.Review all notes and assumptions.Westfall Engineering,PLLC has not prepared fully engineered construction drawings for this site, therefore,the final quantities are subject to change.Additionally,the final construction plans could change significantly A CAPITAL COSTS-STRUCTURES Description lQuantity JUnit cost/Unit Total Garage 125 SP $ 13,500.00 $ 3,687,500.00 Contractor Fee/OH/Gen Cond. 14 % $ 3,687,500.00 $ 516,250.00 $ 4,203,750.00 Page 2 of 3 Page 49 of 60 Tax Increment Reinvestment Zone #6 Preliminary Project & Financing Plan A CAPITAL COSTS-SITE AMENITIES Description Quantity Unit Cost Unit Total Site Lighting 1 EA $ 150,000.00 $ 150,000.00 Landscaping(incl.Buffer Zones) 1 EA $ 250,000.00 $ 250,000.00 Site Furnishings(trasch recep.,benches,etc.) 1 EA $ 40,000.00 $ 40,000.00 Signage&Wayfinding 1 EA $ 45.000.00 $ 45,000.00 Contractor Fee/OH/Gen Cond. 14 % $ 485,000.00 $ 67,900.00 $ 552,900.00 B FINANCING COSTS Description Quantity Unit Cost/Unit Total D PROFESSIONAL SERVICES Description Quantity Unit Cost/Unit Total Civil(Captured in OPC) EA $ - $ Architectural 1 EA $ 100,000.00 $ 100,000.00 Structural 1 EA $ 50,000.00 $ 50,000.00 MEP 1 EA $ 60,000.00 $ 60,000.00 $ 210,000.00 F ORGANIZATIONAL COSTS Description Quantity JUnit Cost/Unit Total Traffic Impact Study 1 EA 1 $ 12,000.00 $ 12,000.00 Geotechnical Study(Captured in OPC) EA $ - $ Surveys(Captured In OPC) EA $ $ $ 12,000.00 SUMMARY OF COSTS Description Total SUMMARY OF CAPITAL CIVIL COSTS $ 3,768,241.58 (A)CAPITAL COSTS-STRUCTURES $ 4,203,750.00 (A)CAPITAL COSTS-SITE AMENITIES $ 552,900.00 (B)FINANCING COSTS $ - (D)PROFESSIONAL SERVICES $ 210,000.00 F ORGANIZATIONAL COSTS $ 12,000.00 SUBTOTAL $ 8,746,891.58 CONTINGENCY(5%) $ 437,344.58 TOTAL $ 9,184,236.15 Page 3 of 3 Page 50 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan OPINION OF PROBABLE CONSTRUCTION COST Project:Barisi Village All Phases SUMMARY OF COSTS Description Total SUMMARY OF CAPITAL CIVIL COSTS $ 32,452,890.39 (A)CAPITAL COSTS-STRUCTURES $ 18,778,650.00 (A)CAPITAL COSTS-SITE AMENITIES $ 3,864,600.00 (B)FINANCING COSTS $ - (D)PROFESSIONAL SERVICES $ 830,000.00 (F)ORGANIZATIONAL COSTS $ 83,000.00 SUBTOTAL $ 56,009,140.39 CONTINGENCY(5%) $ 2,800,457.02 TOTAL $ 58,809,597.41 Page 1 of 1 Page 51 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project & Financing Plan 'A. Pand and Grading•$63D.000 I. P(inclpol Plaza-$375.000 I' e )�i 18. Sheets.Sidewalks.Walls• J. Publlc Reshoams-$12S,000 ^T +/a! $2,684,109 K.UgMing•$125.000 I, C. onsile Tragic Work•$1,603,968 L. Landscaping•,000,000 I, •yy R ��I D. Storm Drainage-$912,500 N.furnishing-$4000 Sanitary Sewer-$732,000 M.Signaga-$46,000 I,,I Water Utilities•$392,000 O. Fees,Overhead, G. Parking Gamge-$4.160.000 Cenral Conditions-$1,171AW Boll Tower-$750,000 SOFTCOSTS(ENG.SURVEY. 4 ) . -$533,780.78 Contingency-$747,13 2.89 I' I I— —Tolal Non•Flnanclnq�ubllc Cosls• 515.506�368.79 � r � r r r I � c I Dlackard Companies :e ee - IL`J�I • - L ®RRI)GEVIEW arsr r�rr�r r"'.err ,i j' __ _ - •-�_ � �'�_� 14. ei,e r �}'`, .`�►ti `fit`. uL, \ �\ "-� • r -- ,R� r `► ————————————————— r e „��? �- I A. Pond and Gradlnq_$6,431.950 G.Site Ughting•$125,000 p i y B. Sheep,Sidewalks.Wotis•$3.619,724.25 N. Sports Courts-$690,0Do C. Storm Dralnago•$941,DD0 1, landscaping-$500.000 �_ •!r- 1= D. Sanitary Sewer•$437.110 J. Wmishings•$40,0DD 1� E. Water Unli ias•W6.260 K. Signage•$4S,000 IF. Parking Gm9e•$4.203,750 L. Fees,Overhead, f Z r I General Conditions•$J48,000 I T l I SOFTCOSTS(ENG.SURVEY.GEOTECN)7.6%• $1115,704.82 ConOnganc9• 5882.175.95 tr L— oal-onN-k, r-ncots-$sas2s6- ----�--—— I —J e e•- EllackaidCompanies • - r ®eRR)OGEVIFW Page 52 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan WL r. 1 C r t � , O• ` �a• ��, � �,�� A. rew..,we.•e-uroaee F. -Do—sinaeovu I sws.�sa...-sle+sso J. r o. ms ! � I SOnCaid irNGr9IYr/.GlO1FCN)7-fR•SNC f"Y I GonrpeKl.$21<51A17 Ie{d Na,Hw<Ine/WBc cae.ss SSI.545*1 1 W' II�5 II I Blackanl Companies 1 :r r r r ®BRIDGLNIEW u c,,i,� nssr ur<rr A. Pond and Grading-$637.SOD G. Silo Lighting-$150,DW 9. Sheets.Sidewalks,Wolfs- H, landscaping-$250.Eft .j $2.S34,04$ 1. Furnishings-$40,000 C. Storm Drainage-$330.976 J. Signage-$45.000 0. Sanitary Sower- 64,180 K. fees.Overhead, k 1 E. Water Ulllllles-$264.960 General Conditions•$234,900 �r [I F, Parking Garage-$4.203,7SO 1 SOFICOSIS(ENG.SURVEY.GEOIECH)7.5%- $323,382.00 Contingency• $477.939.60 loins Non-finacing Public Costs-$10,036,731.60 i •I 'c r a ro___ �r it, :r rr Blackard Compwik, • • i r .1 �S ®RRIDfEVIf.W eN4m Page 53 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan r —, 1 A. Pond and Gfoding-$102.S00 H. Site Lighting•$150,000 B. Skeels.Sidewalks,Walls I. landscaping-4230.000 I •$2,562,221 S. Fornlshingf•$60,000 C.Odflte TraHl<Wwk-$260.000 R. Signage•345,000 I y s - - x•t�'" D. Sloan D oinoge-$2S8.550 L Fees,O—head, E. Sanitary Sewef-$189,080 Genewl Conditions-$289,900 F. Woler UNlitlea•5132,990 10 G. Parking Garage-S4,203.750 I i SOfiCOSIS(ENG.SURVEY.GEOTICN)7.57..5262.900.58 I Contingency• $437.344.65 + w ———T-1a1--FIn=cIn=P-bl1-Co=h-$9-18/=236.15 IF • e e - ® 11LfCkud companies • e _ ®DRIDGEVIEW RI nI III ITt Page 54 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan 7. EXHIBIT A: Legal Description URSAM ENGINEERING April 24,Zola .Job No.2612.134.01 127.72 Acres S'I'A'I'E OF'TEXAS COUNTY OF NUECES Fieldnotes for 127.72 Acres,more or less,comprised of All of Tracts I &2,The Pharaohs Country Club,a map of which is recorded in Volume 33,Page 69,of the Map Records of Nueces County, 'I'exas,together with that portion of Nile Drive,a public roadway,as dedicated in said Volume 33,Page 69 and All of Block 3,Pharaohs Valley Northeast,a map of which is recorded in Volume 26,page 11,of the said Map Records,said 127.72 acre tract being more fully described as follows: Beginning on the Southwest R-O-W line of Ennis Joslin Road,a public roadway,the East corner of Block A,Pharaohs Valley Northeast,a neap of which is recorded in Volume 31,Page 55 of the said Map Records,for the North corner of the said'rract I and this tract; Thence,South 33°46'30"East,with the common line of the said Southwest R-O-W and the Northeast line of the said'I•ract 1,508.39 feet,for a corner this tract and the point of curvature of a curve to the right,having a Central angle of 25°15'27",a radius of 1869.86 feet,an arc length of 824.28 feet,a chord bearing of South 21°08'46"East and a chord length of 817.63; Thence,with the said common line,with the arc of the said curve to the right,824.28 feet,to the North Corner of'Tract 6,Pharaoh Valley Northeast Unit 1,a map of which is recorded in Volume 45, Page 115 of the said Map Rccords,the East corner of the said'tract 1,for a corner of this tract; 'thence,South 78°03'07"West,with the Northwest line of the said'1'ract 6,Tract 5,Pharaoh Valley Southeast Unit 1,a map of which is recorded in Volume 42,Page 141,of the said Map Records and Block 2,Pharaoh Valley Carriage Park East'1'own-Houses,a map of which is recorded in Volume 38, Page 9,of the said Map Records,the South line of the said'I'ract 1, 1035,74 feet,for a corner of this tract and the point of curvature of a curve to the right,having a Central angle of 40°59'33",a radius of 214.01 feet,an arc length of 153.11 feet,a chord bearing of North 81°27'07"West,a chord length of 149.87 feel; Thence,with the North line of the said Block 2,the South line of the said'I'ract 1,with the arc of the said curve to the right, 153.11 feet,for a corner of this tract; Thencc,North 60°57'20"West,with the Northeast line of the said Block 2,Block 1,Pharaoh Valley Carriage Park'rows-I louses,a neap of which is recorded in Volume 33,Page 8,of the said Map Records,the Southwest line of the said'I'ract 1,820.00 feet,for a corner of this tract and the point of curvature of a curve to the left,having a Central angle of 90°00'00",a radius of 140.00 feet,an arc length of 219.91 feet,a chord bearing of South 74°02'40"West,a chord length of 197.99 feet; Thence,with the North line of the said Block 1,the South line of the said'I'ract 1,with the arc of the said curve to the left,219.91 feet,for a corner of this tract; S:VSun,cying\2612U1401\OFI71CIi\Mlill?S AND HOUNDS\FN127.72Acres_bmr.docx 1'agc I ors (361)854-3101 2725 SWANTNER DR..CORPUS CHRISTI,TEXAS 78404 FAX(361)854-6001 www.urbaneng.com TBPE Firm#145.TBPLS Firm#10032400 Page 55 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project & Financing Plan Thence,South 29°02'40"West,with the Northwest line of the said Block I,the Southeast line of the said Tract I,475.00 feet,to the North R-O-W line of McArdle Road,for a corner of this tract; Thence,North 60°57'20"West,with the Northeast line of the said McArdle Road R-O-W, the Southwest line of the said Tract 1,360.00 feet,to East line of Block 10,Pharaoh Valley Southwest Unit 2,a map of which is recorded in Volume 29,Page 60,of the said Map Records,for a corner of this tract and the point of curvature of a curve to the left,having a Central angle of 20138'00",a radius of 439.48 feet,an are length of 158.27 feet,a chord bearing of North 18°43'40"East,a chord length of 157.41 feet; Thence,with the East line of Lots 15-16,of the said Block 10,the West line of the said Tract I, with the are of the said curve to the left, 158.27 feet,for a corner of this tract; Thence,North 08°24'40"East,with the East line of Lots I I-15,of the said Block 10,the West line of the said Tract 1,448.44 feet for a corner of this tract and the point of curvature of a curve to the left,having a Central angle of 69°22'00",a radius of 324.97 feet,an arc length of 393.43 feet,a chord bearing of North 26'16'20"West,a chord length of 369.84 feet; Thence,with the Northeast line of Lots 8-1 I,of the said Block 10,the Southwest line of the said Tract 1,with the are of the said Curve to the left,393.43 feet,for a corner of this tract; Thence,North 60°57'20"West,with the Northeast line of Lots 1-8,of the said Block 10,the Southwest line of the said Tract 1,810.00 feet,to the East R-O-W of Nile Drive,for the West corner of the said Tract I and of this tract; Thence,North 60°58'50"West,crossing the said Nile Drive,at 60 feet,pass the West R-O-W of the said Nile Drive,the Northeast corner of Block 19,Pharaoh Valley Southwest Unit I,a map of which is recorded in Volume 28,Page 94,of the said Map Records,a Southeast corner of the said Tract 2,in all 70.00 feet,for a corner of this tract and the point of curvature of a curve to the left,having a Central angle of 90°00'00",a radius of 585.50 feet,an arc length of 919.70 feet,a chord bearing of South 74*01'10" West,a chord length of 828.02 feet; Thence,with the Northwest line of Lots 3-12,of the said Block 19,the Southeast line of the said Tract 2, the arc of the said curve to the left,919.70 feet,for a corner of this tract; Thence,South 29*01'l0"West,with the Northwest line of Lots 1-3,of the said Block 19,the Southeast line of Tract 2, 199.74 feet,to the North R-O-W of McArdle Road,the Southwest corner orthe said Block 19,for a corner of this tract; Thence,North 61°00'00"West,with the said North R-O-W,the Southwest line of the said Tract 2,472.30 feet,to the South corner of Block 18,Pharaoh Valley West,a map of which is recorded in Volume 29,Page 100,of the said Map Records,for the West corner of the said Tract 2 and this tract; Thence,North 28°58'20"East,with Southeast line of Lots 1-18,of the said Block 18,the Northwest line of the said Tract 2, 1434.11 feet,for a comer of this tract; Thence,North 43117'48"West,with the Northeast line of Lots 18-25,said Block 18,the Southwest line of the said Tract 2,615.54 feet,to a Southeast corner of Block 24,Pharaoh Valley North Unit 2,a map of which is recorded in Volume 32,Page 72,of the said Map Records,for a West corner of the said tract 2 and this tract; S:\Survcying\261211340110FfICIiVr11:TES AND BDUNDSk N127.72Acres bmr.docx 1'agc 2"f 5 (361)854-3101 2725 SWANTNER DR.•CORPUS CHRISTI,TEXAS 78404 FAX(361)854-6001 www.urbanena.com TBPE Firm#145.TBPLS Firm#10032400 Page 56 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan Thence,North 29°02'40"East,with the Southeast line of Lots 19-22,ofthe said Block 24,the Northwest line oft lie said Tract 2,315.00 feet,for a corner oft h is tract; Thence,North 48°53'19"East,with the Southeast line of Lot 18,of the said Block 24,the Northwest line of the said Tract 2,62.49 feel,for the North corner of this tract; Thence,South 80°47'59"East,with the Southeast line of Lot 16,of the said Block 24,the Northeast line of the said Tract 2,62.49 feet for a corner of this tract; Thence,South 60°57'20"East,with the Southwest line of Lots 15-9,of the said Block 24,Lots 2- 8,Blocks 24,Pharaoh Valley North Unit I,a map of which is recorded in Volume 32,Page 30,of the said Map Records,the Northeast line of the said Tract 2, 1193.12 feet,to the West corner of Lot l A, Block 24,Pharaoh Valley North Unit 1,a map or which is recorded in Volume 53,Page 12,of the said Map Records,for a corner of this tract; Thence,South 51*51'53"East,with the Southwest line of the said Lot IA,the Northeast line of the said Tract 2,71.95 feet,for a corner of this tract; Thence,North 73°20'55"East,with the Southeast line of the said Lot IA,the North line of the said Tract 2,85.90 feet,to the Southwest R-O-W line of Pharaoh Drive,the East corner of the said Lot 1 A,for a corner of this tract and the point of curvature of a curve to the left,having a Central angle of 44°19'45",a radius of 345.00 feet,an are length of 266.92 feet,a chord bearing of South 38°48'57"East,a chord length of 260.32 feet; Thence,with the Southwest line of the said Pharaoh Drive,the Northeast line of the said"tract 2, with the arc of the said curve to the left,266.92 feet,for a corner of this tract and the point of curvature of a reverse curve to the right,having a Central angle of 90°00'00",a radius of 10.00 feet,an arc length of 15.71 feet,a chord bearing of South 15°58'50"East,a chord length of 14.14 feet; Thence,with the West line of the said Pharaoh Drive,the East line of the said"Tract 2,with the are of the said reverse curve to the right, 15.71 feet,to the East R-O-W of the said Nile Drive,for a corner of this tract; Thence,South 29*01'l0"West,with the Northwest line of the said Nile Drive,the Southeast line of the said"tract 2,77.00 feet,to the East corner of Block 13,Pharaoh Valley Southwest Unit I,a map of which is recorded in Volume 28,Page 94,of the said Map Records,for a corner of this tract; Thence,North 60°58'50"West,with the Northeast line of Lot 1,of the said Block 13,the Southwest line of the said"Tract 2, 125.00 feet,to the North corner of the said Block 13,for a corner of this tract; Thence,South 29°01'10"West,with the Northwest line of Lots 1-8,of the said Block 13,the Southeast line of the said Tract 2,640.00 feet,to the West corner of the said Block 13,for a corner of this tract; 'Thence,South 60°58'58"East,with the Southwest line of the said Lot 8,the Northeast line of the said Tract 2,at 125.00 feet,pass the West R-O-W of the said Nile Drive,in all 185.00 feet,to the East R- OW of the said Nile drive,the West line of the said'Tract 1,for a corner of this tract; S:\Survc)ing\26I2\IWOI\01'I:ICLWEr S AND 1301JNDSN'N127.72Acres_bmr.d"cx Page 3 ors (361)854-3101 272S SWANTNER DR..CORPUS CHRISTI,TEXAS 78404 FAX(361)854-6001 www.urbanena.com TBPE Firm#145 a TBPLS Firm#10032400 Page 57 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project & Financing Plan Thence,North 29*0['10"East,with(lie Southeast line of the said Nile Drive,the Northwest line of(lie said Tract I,5.03 feet,to the West corner of Block 2,Pharaoh Valley Northeast,a map of which is recorded in Volume 26,Page 11,of the said Map Records,for a comer of this tract; Thence with the common line of the said Block 2 and the said Tract I,as follows: • South 60°57'20"East, 125.00 feet,for a corner of this tract; • North 29°02'40"East,290.00 feet,for a comer of this tract; • South 60°57'20"East, 145.00 feet,for a corner of this tract; • North 29°02'40"East,57.30 feet,to the South R-O-W line of Cairo Drive,for a corner of this tract and the point of curvature of a curve to the Left,having a Central angle of 34°S4'54",a radius of 50.00 feet,an arc length of 30.47 feet,a chord bearing of South 60°57'20"East,a chord length of 30.00 feet; • With the arc of the said Curve to the left,30.47 feet,for a corner of this tract; • South 60°57'20"West,57.30 feet for a comer of this tract; • South 60°57'20"East,290.00 feet for a corner of this tract; • North 29°02'40"East,57.30 feet,to the South R-O-W line of Sudan Drive,for a corner of this tract and the point of curvature of a curve to the Left,having a Central angle of 34054'54",a radius of 50.00 feet,an arc length of 30.47 feet,a chord bearing of South 60°57'20"East,a chord length of 30.00 feet; • With the are of the said Curve to the left,30.47 feet,for a corner of this tract; • South 29e02'40"West,57.30 feet for a comer of this tract; • South 60157'20"East,290.00 feet for a corner of this tract; • North 29°02'40"East,72.30 feet,to the South R-O-W line of Karnak Drive,for a corner of this tract and the point of curvature of a curve to the Left,having a Central angle of 34°54'54",a radius of 50.00 feet,an are length of 30.47 feet,a chord bearing of South 60°57'20"East,a chord length of 30.00 feet; • With the are of the said Curve to the left,30.47 feet,for a corner of this tract; • South 29°02'40"West,72.30 feet,for a corner of this tract; • South 60°57'20"East,95.00 feet,for a corner of this tract and the point of curvature of a curve to(lie Left,having a Central angle of 90°00'00",a radius of 50.00 feet,an arc length of 78.54 feet,a chord bearing of North 74°00'00"East,a chord length of 70.71 feet; • With the are of the said Curve to the left,70.71 feet,to the West line of Block 3,Pharaoh Valley Northeast,a map of which is recorded in Volume 26,Page 11,of the said Map Records,for a corner of this tract; Thence,North 29°02'40"East,with the Southeast line of Lots 34-37,of the said Block 2,the Northwest line of the said Block 3,375.00 feet,to the Southeast R-O-W line of the said Pharaoh Drive, the North corner of the said Block 3,for a corner of this tract; I Thence,South 60°57'20"East,with the Southeast line of the said Pharaoh Drive,the Northeast line of the said Block 3,320.00 feet,to the North corner of,Block 4,of the said Pharaoh Valley Northeast,the East corner of the said Block 3,for a corner of this tract; Thence,South 29°02'40"West,with the Northwest line of Lots 1-4,of the said Block 4,the Southeast line of the said Block 3,370.00 feet,to a corner of the said Tract I,for a corner of this tract and the point of curvature of a curve to the left,having a Central angle of 90100'00",a radius of 50.00 feet,an arc length of 78.54 feet,a chord bearing of South 15°57'20"East,a chord length of 70.71 feet; S:\Surveying\2612\B40110FFICEVNr:TGS AND B01JNDSkrN127.72Acres bn1Ldocx Pap 4 of S (361)854-3101 2725 SWANTNER DR..CORPUS CHRISTI,TEXAS 78404 FAX(361)854-6001 www.urbanenQ.com TBPE Firm#145.TBPLS Firm tt 10032400 Page 58 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project& Financing Plan Thence,with the arc of the said Curve to the left,70.71 feet,for a corner of this tract; Thence,with the common line of the sad Block 4 and the said Tract I as follows: • South 60°57'20"East,95.00 feet,for a corner of this tract; • North 29°02'40"East,72.30 feet,to the South R-O-W line of Luxor Drive,for a corner of this tract and the point of curvature of a curve to the Left,having a Central angle of 34°54'54",a radius of 50.00 feet,an are length of 30.47 feet,a chord bearing of South 60°57'20"Last,a chord length of 30.00 feet; • With the arc of the said Curve to the left,30.47 feet,for a corner of this tract; • South 29°02'40"West,72.30 feet,for a corner of this tract; • South 74°04'20"East,297.76 feet,for a corner of this tract; • North 29°02'40"East,64.72 feet,to the South R-O-W line of Memphis Drive,for a corner of this tract and the point of curvature of a curve to the Left,having a Central angle of 34°54'54",a radius of 50.00 feet,an arc length of 30.47 feet,a chord bearing of South 60°58'31"East,a chord length of 30.00 feet; • With the arc of the said Curve to the left,30.47 feet,for a corner of this tract; • South 29e02'40"West,57.74 feet,for a corner of this tract; Thence,South 74°04'20"East,at 152.25 feet,pass the West corner of Block A,Pharaoh Valley Northeast,a map of which is recorded in Volume 3 I,Page 55,of the said Map Records,the Southeast corner of the said Block 4,in all 204.66 feet,for a corner of this tract and the point of curvature of a curve to the Left,having a Central angle of 53'14'20",a radius of 387.10 feet,an arc length of 359.69 feet,a chord bearing of North 79'18'30"East,a chord length of 346.89 feet; Thence,with the common line of the said Block A and the said Tract I,the arc of the said Curve to the left,346.89 feet,for a corner of this tract; Thence,North 52*4 P20"East,with the Southeast line of the said Block A,the Northwest line of the said Tract 1,239.89 feet,to the Point of Beginning,containing 127.72 acres(5,563,545 square feet)of land,more or less. Bearings based on the record plat of The Pharaohs Country Club,a map of which is recorded in Volume 33,Page 69,of the said Map Records,(not based on an on-the-ground survey), Unless this Field Notes Description,including preamble,seal and signature,appears in its entirely,in its original form,surveyor assumes no responsibility or liability for its accuracy. Also reference accompanying sketch of tract described herein. OF URBAN ENGINEERING ,tf ..........q Q � �o•�N KEITH W.WOOLEY 44 p" `f p 15463 Pr Keith W.Woolay,R.P.L. / 9•oFess��`'' / License No.5463 _// SUF3 S:VSurvc),ing126121n40110FFICIlA1G'113S AND nO1JNDS11 N127.72Acres_bmr.docs Page 5 of 5 (361)854-3101 2725 SWANTNER DR..CORPUS CHRISTI,TEXAS 78404 FAX(361)854-6001 www.urbaneng.com TBPE Firm#145.TBPLS Firm#10032400 Page 59 of 60 Tax Increment Reinvestment Zone#6 Preliminary Project & Financing Plan Page 60 of 60 EXHIBIT D TIRZ NO. 6 CITY MEETING MINUTES �i JANo 99 2024 201 ard et Cityof Corpus Christi 1pusChrpti,TX 84 •;� lii�}r•., p Corpus Christi,TX 78401 cctexas.com 111 I Meeting Minutes City Council Tuesday,January 9,2024 11:30 A(%rpus Christi Regional Transportation Authority,602 N. Staples St.,2nd Floor Board Room(Rm.210) 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 Chip Blackshear, First Presbyterian Church of Corpus Christi. Pastor Chip Blackshear, First Presbyterian Church of Corpus Christi, gave the invocation. C. Pledge of Allegiance to the Flag of the United States and to the Texas Flag to be led by Tara Montelongo, Senior at Veterans Memorial High School. Tara Montelongo, Senior at Veterans Memorial 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, City Attorney Miles Risley and City Secretary Rebecca Huerta Note: Council Member Pusley arrived at 12:36 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. SECURITY BRIEFING City Secretary Rebecca Huerta provided a security briefing. F. CITY MANAGER'S COMMENTS/UPDATE ON CITY OPERATIONS: (ITEMS 1-2) 1. 23-2037 2023 United Way of the Coastal Bend Charitable Campaign Results and City of Corpus Christi Page 1 Printed on 111912024 I I City Council Meeting Minutes January 9,2024 Introduction of incoming CEO/President Stephanie Jordan City Manager Peter Zanoni provided an update on the 2023 United Way of the Coastal Bend Charitable Campaign Results as follows: United Way of the Coastal Bend; 2023 campaign impact; and five-year campaign impact. City Manager Zanoni introduced the incoming United Way CEO/President Stephanie Jordan. Stephanie has been with United Way for five years. 2. 24-0007 38th Annual MLK 2024 Events Calendar Overview, presented by Nikela Pradier, President of Delta Sigma Theta Sorority Corpus Christi Alumnae Chapter City Manager Peter Zanoni recognized the 38th Annual MLK Commemorative March on Monday, January 15 at 12:00 p.m. President of Delta Sigma Theta Sorority Corpus Christi Alumnae Chapter Nikela Pradier presented information on the 38th Annual 2024 MLK Day of Service Events. G. PUBLIC COMMENT Mayor Guajardo opened public comment. Shawn Flanagan,4218 Herndon St., spoke about inappropriate materials for children at public libraries, and Council to be commended for recent library board appointments. Carrie Meyer,4401 Gulfbreeze Blvd., spoke against the renovation at 4513 Gulfbreeze Blvd. Pat Craig, 5925 Tapestry Dr.,thanked Council for appointing her to the Library Board, and spoke about her vision for library use. John Weber, 609 Naples St., expressed concern about new carwashes being built during drought restrictions. Arturo Lima, 317 Peoples St.and Maggie Peacock, 1773 Ennis Joslin Rd., spoke in opposition to desalination. Adam Rios, 7301 Tangled Ridge Court, stated that clear and coherent thoughts will lead to clear and coherent solutions; and advocated for skate parks. Flo East, 1605 Yorktown Blvd., spoke about the 2024 Nueces County Livestock Show on January 20. Day Manley, 6705 Pharaoh Dr., spoke in support of Item 22,the creation of Tax Increment Financing District TIRZ for Barisi Village. Nick Colosi, 13561 Camino De Plata Court, spoke in support of Item 16, the Riley P. City of Corpus Christi Page 2 Printed on 111912024 City Council Meeting Minutes January 9,2024 Dog Park. Jonathan Martinez, 5745 Skylark, encourages banning smoking of all kinds in all City parks. Rachel Caballero, 522 Hancock Ave., expressed concern about the regional effects of the chemical spill in the Port of Victoria, and spoke in opposition to desalination. Shirin Delsooz, 6030 Tapestry St., spoke about implementing protected bike paths similar to Austin, Texas. Julie Rogers, 710 Furman Ave., expressed concern about shelter for unhoused neighbors in the community, and freedom of speech for library patrons. Lydia Ponce, 837 1-2 Milwood Ave., spoke in opposition to desalination. The following citizen submitted a written public comment which is attached to the minutes: Troy Owens, 543 South Bayberry Place. H. BOARD &COMMITTEE APPOINTMENTS: (NONE) I. EXPLANATION OF COUNCIL ACTION: J. CITY COUNCIL RETURN ITEMS: (ITEMS 3-4) 3. 23-1962 23-1962 Appeal of the Building Standards Board's order to demolish dilapidated/substandard structure located at 1214'/z-20 N. Staples Street owned by Priscilla Tryon Cambric(Appellant presentation limited to 3 minutes) Mayor Guajardo referred to Item 3. Assistant Director of Development Services and Code Enforcement Tracey Cantu presented information on the following topics: Building Standards Board's timeline for 1214 1/2- 1220 N. Staples St.; drone footage; 1214 1/2- 1220 N. Staples St. appeal; case history; and 1214 1/2 - 1220 N. Staples St. pictures. Assistant Director Cantu stated that this building is not secure and is a danger to the public. The Appellant has had sufficient time to repair the structure. Matt Manning, counsel for Priscilla Tryon Cambric, asked Council to provide Ms.Tryon Cambric additional time to restore and preserve this building as a historical landmark. Council Members,Assistant Director Cantu, and Mr. Manning discussed the following topics: an engineering report was provided in August 2023 and a partial fence was built; a concern about what is salvageable; the Council's goal is to encourage Code Enforcement to cleanup the City; and public safety issues need to be addressed. City of Corpus Christi Page 3 Printed on 111912024 City Council Meeting Minutes January 9,2024 Council Member Roy moved to direct the Appellant to secure the site within 14 days with a six-foot perimeter fence, secure the staircase, and secure all openings, as well as provide a structural engineering report within 60 days, seconded by Mayor Guajardo. The City Council's motion effectively amended the resolution for the BSB appeal.This Resolution was passed as amended 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:033252 4. 23-1919 Ordinance amending the Corpus Christi Code to amend Chapter 49 Streets and Sidewalks and Chapter 53 Traffic regarding requirements for performing work in the public right of way and placement of utilities; providing for properly restoring street surfaces that have been cut for utilities or other tie-ins and providing for penalty; providing for publication. Mayor Guajardo referred to Item 4. Assistant Director of Public Works Renee Couture presented information on the following topics: purpose; history;findings-cuts/patches on new streets; goals; recommendations; and staff recommends to approve ordinance amendments as presented. Council Members, City Manager Peter Zanoni, and Director of Public Works Ernest De La Garza discussed the following topics: a desire to allow appellants to appeal a decision to City Council; utility owners will be primarily impacted with these new regulations; Home Builders Association concerns with sidewalks and driveway permits; this ordinance pertains to existing established subdivisions only; and the purpose of this ordinance is to protect streets. Mayor Guajardo opened public comment. David Loeb,4771 Ocean Dr., offered context about the existing ordinance and expressed concern with the new ordinance. Alycia Kasperitis, 5325 Yorktown Blvd., expressed concern about out of cost expenses for developers and Home Builders Association. Mayor Guajardo closed public comment. Council Member Hernandez made a motion to amend the Ordinance to add a paragraph in Section 49-40-6 as follows: "if a further denial is given, the appellant may thereafter file a written notice of appeal with the City Council within 5 business days of receipt of the Assistant City Manager's written decision. The appeal will be held at the City Council meeting within 20 business days of receipt of the written appeal", seconded by Council City of Corpus Christi Page 4 Printed on 111912024 City Council Meeting Minutes January 9,2024 Member Suckley and passed with the following vote: Council Members Hernandez, Hunter, Klein, Pusley, Roy and Suckley voting "Yes", and Council Members Barrera, Campos, and Mayor Guajardo, voting "No." Council Member Hernandez moved to approve the ordinance as amended, seconded by Council Member Suckley.This Ordinance was passed on first reading as amended and approved with the following vote: Aye: 5- Council Member Hernandez,Council Member Pusley,Council Member Suckley,Council Member Roy and Council Member Klein Nay: 4- Mayor Guajardo,Council Member Barrera,Council Member Hunter and Council Member Campos Abstained: 0 K. CONSENT AGENDA: (ITEMS 5-171 Approval of the Consent Agenda Mayor Guajardo referred to the Consent Agenda. Items 5, 8 and 11 were pulled for individual consideration. Council Member Klein moved to approve the consent agenda with the exception of Items 5, 8 and 11, seconded by Council Member Suckley. The motion carried by 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 Absent: 1 - Council Member Hunter Abstained: 0 5. 23-2043 Approval of the December 12, 2023 Regular Meeting Minutes Mayor Guajardo referred to Item 5. A Council Member suggested that Council Members should limit debate on an action item from ten minutes to three minutes. Council Member Klein moved to approve the minutes, seconded by Council Member Hunter. The Minutes were 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 Consent-Second Reading Ordinances City of Corpus Christi Page 5 Printed on 1/19/2024 City Council Meeting Minutes January 9,2024 6. 23-1901 Zoning Case No. 1023-03, Steve and Lacey Avalos (District 1). Ordinance rezoning property at or near 10329 Kingsbury Drive from the"CN-1" Neighborhood Commercial District to the"RS-TF"Two-Family District; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval). This Ordinance was passed on second reading on the consent agenda. Enactment No:033249 7. 23-1695 Ordinance authorizing execution of Amendment#1 to the co-operative agreement with Vertosoft, LLC, for the renewal of OpenGov pavement management software and the purchase of OpenGov permitting and licensing management software for the Public Works Department through September 30, 2024,with three one-year options and a future auto-renewable term possible, in an amount not to exceed$204,579.60,with a potential amount up to $1,012,844.13 if options are exercised,with FY 2024 funding from the Streets Fund. This Ordinance was passed on second reading on the consent agenda. Enactment No:033250 B. 23-1898 Ordinance authorizing the creation of a Corpus Christi B Corporation project, which includes the expenditure up to $1,000,000.00 for an agreement with South Texas Military Housing, LP for the construction of a Chief of Naval Air Training Flag Officer quarters at Naval Air Station-Corpus Christi; appropriating $1,000,000 from the unreserved fund balance of the Corpus Christi B Corporation Economic Development fund; and amending the budget. Mayor Guajardo referred to Item 8. A Council Member and Assistant City Manager Heather Hurlbert discussed the following topics: a Council Member's concern that other entities should be utilized to financially support these type of projects; and the South Texas Military Task Force provided the initial work on this project. Council Member Pusley moved to approve the ordinance, seconded by Council Member Hernandez. This Ordinance was passed on second reading and approved with the following vote: Aye: 7- Mayor Guajardo,Council Member Barrera,Council Member Hernandez,Council Member Pusley,Council Member Suckley,Council Member Roy and Council Member Klein Nay: 1 - Council Member Campos Absent: 1 - Council Member Hunter Abstained: 0 Enactment No;033251 City of Corpus Christi Page 6 Printed on 111912024 City Council Meeting Minutes January 9,2024 Consent-Contracts and Procurement 9. 23-1769 Motion authorizing the execution of a five-year service agreement with Alliance Health Resources Mobile Division, of Corpus Christi,Texas,for drug and alcohol testing and occupational medical services for City of Corpus Christi Employees in an amount up to$2,064,816.50,with FY 2024 funding of$327,158.00 from the Other Employee Benefits Fund. This Motion was passed on the consent agenda. Enactment No:M2024-001 Consent-Capital Projects 10. 23-1857 Motion authorizing a construction services contract with Nueces Electric Cooperative(NEC),Texas, to extend and provide electric delivery infrastructure (pole and wires)to the Cefe Valenzuela Landfill Sector 2A Cell in an amount not to exceed $104,744.98, located outside city limits,with FY 2024 funding available from Solid Waste capital funds. This Motion was passed on the consent agenda. Enactment No:M2024-002 11. 23-2052 Motion awarding a facilities multiple award construction contract to Barcom Construction, LLC of Corpus Christi, Texas, in a not to exceed amount of $1,921,176.00 for the Gas Department Building Upgrades(Phase 2) project, located in Council District 1,with FY 2023 funding available from Gas Capital Fund. Mayor Guajardo referred to Item 11. Council Members, City Manager Peter Zanoni, and Director of Engineering Services Jeff Edmonds discussed the following topic: a request that staff provide procedures to Council for contracts that do not go through a procurement process for unforeseen circumstances. Council Member Pusley moved to approve the motion, seconded by Council Member Hernandez. 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 Absent: 1 - Council Member Hunter Abstained: 0 Enactment No:M2024-003 City of Corpus Christi Page 7 Printed on 111912024 City Council Meeting Minutes January 9,2024 General Consent Items Consent-First Reading Ordinances 12. 23-1927 Ordinance authorizing the purchase of one additional response boat in the amount of$81,228.78 from Boat Right Marine for the Corpus Christi Fire Department to be funded by the FY 2023 Texas Ambulance Supplemental Payment Program revenue; and appropriating $200,054.01 from the General Fund unreserved fund balance; and amending the FY 2024 Operating Budget by increasing expenditures in the Fire Department General Fund by$200,054.01. This Ordinance was passed on first reading on the consent agenda. Enactment No:033253 13. 23-2005 Ordinance appropriating $20,000.00 from the unreserved fund balance of the Municipal Court Security Fund for courtroom security upgrades; and amending the FY 2024 operating budget. This Ordinance was passed on first reading on the consent agenda. Enactment No:033254 14. 23-1904 Ordinance authorizing acceptance and future amendments of Medical Reserve Corps Grant for$47,242.00 from the Department of State Health Services (DSHS); and appropriating $47,242.00 in the Health Grant Fund to provide support to Medical Reserve Corps units until May 30, 2025. This Ordinance was passed on first reading on the consent agenda. Enactment No:033267 15. 23-1943 Ordinance approving the amended Tax Increment Reinvestment Zone#3 Project & Financing Plans as approved by the Board of Directors of Reinvestment Zone Number Three, City of Corpus Christi, Texas on November 28, 2023, which expands eligibility under the Commercial Finish-Out Program. This Ordinance was passed on first reading on the consent agenda. Enactment No:033262 16. 23-2022 Ordinance authorizing an amendment to the existing lease agreement with Riley P. Dog Park, Inc. for the use of the property located adjacent to the Whitecap Wastewater Treatment Plant for an additional three-year term with two additional one-year terms. This Ordinance was passed on first reading on the consent agenda. Enactment No:033255 17. 23-2030 Ordinance authorizing a 30-foot-wide revocable pipeline easement to Houston City of Corpus Christi Page 8 Printed on 111912024 City Council Meeting Minutes January 9,2024 Pipe Line Company, LP,to install a natural gas pipeline through the Cefe Valenzuela landfill in support of Solid Waste Department's new renewable energy program, located outside City limits. This Ordinance was passed on first reading on the consent agenda. Enactment No:033256 L. RECESS FOR LUNCH Mayor Guajardo recessed the Council meeting for lunch at 1:37 p.m. Executive Session Item 24 was held during the lunch recess. Mayor Guajardo reconvened the meeting at 2:29 p.m. M. PUBLIC HEARINGS: (ITEMS 18-19) 18. 23-2010 Zoning Case No. 1123-01, Birdie Waldron LLC (District 4). Ordinance rezoning a property at or near 3409 Waldron Road from the"RS-6"Single-Family District to the"RS-6/SP" Single-Family District with a Special Permit; providing for a penalty not to exceed$2,000 and publication. (Planning Commission and Staff recommend approval). Mayor Guajardo referred to Item 18. Mayor Guajardo opened the public hearing. There were no questions from the Council or the public. Mayor Guajardo closed the public hearing. Council Member Barrera 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 Enactment No:033258 19. 23-2011 Zoning Case No. 1123-02, Gulf-Hudson Holdings and Patsy A Brooks (District 1). Ordinance rezoning a property at or near 8159 Stillwell Lane from the"FR" Farm Rural District and the"IL" Light Industrial District to the"R-MH" Manufactured Home District; providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval). Mayor Guajardo referred to Item 19. Mayor Guajardo opened the public hearing. City of Corpus Christi Page 9 Printed on 111912024 City Council Meeting Minutes January 9,2024 Jorge Fernandez, 8233 Leopard St., spoke in support of this rezoning for affordable housing. Mayor Guajardo closed the public hearing. Council Members and Planning Manager of Development Services Andrew Dimas discussed the following topics: the protection boundaries for this subdivision include buffer yards and maximum densities; and a Council Member's concern about the location of this property being in close proximity to industry. Council Member Roy moved to approve the ordinance, seconded by Council Member Hunter. This Ordinance was passed on first reading and approved with the following vote: Aye: 7- Mayor Guajardo,Council Member Barrera,Council Member Hernandez,Council Member Hunter,Council Member Pusley,Council Member Suckley and Council Member Roy Nay: 2- Council Member Klein and Council Member Campos Abstained: 0 Enactment No:033259 N. INDIVIDUAL CONSIDERATION ITEMS: (ITEMS 20-22) 20. 23-1913 Ordinance authorizing a Developer Participation Agreement with MPM Development, L.P. to reimburse the developer an amount not to exceed $1,118,463.05 for the construction of a section of Oso Parkway related to the Oso Creek Corner subdivision located off Yorktown Boulevard and southeast of Starry Road; and amending the operating budget by transferring $896,527.00 from the Public Works-Streets Fund (No. 1041)and $221,936.05 from the Public Works-Storm Water Fund (No.4300)to the Development Services Fund (No. 4670). (District 5). Mayor Guajardo referred to Item 20. Mayor Guajardo opened public comment. There were no questions from the Council or the public. Mayor Guajardo closed public comment. Council Member Barrera 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 City of Corpus Christi Page 10 Printed on 111912024 City Council Meeting Minutes January 9,2024 Abstained: 0 Enactment No:033260 21. 23-2058 Ordinance authorizing a Developer Participation Agreement with Braselton Development Company, Ltd.to reimburse the developer an amount not to exceed $209,485.00 for the construction of stormwater infrastructure improvements related to the Saratoga Downs, Unit 413 subdivision located at the intersection of Lands Drive and Martin Street; and amending the operating budget by transferring and appropriating $209,485.00 from the Public Works- Storm Water Fund (No.4300)to the Development Services Fund (No.4670). (District 3). Mayor Guajardo referred to Item 21. Mayor Guajardo opened public comment. There were no questions from the Council or the public. Mayor Guajardo closed public comment. Council Member Barrera moved to approve the ordinance, seconded by Council Member Hernandez. This Ordinance was passed on first reading and approved with the following vote: Aye: 8- Mayor Guajardo,Council Member Barrera,Council Member Hernandez,Council Member Hunter,Council Member Pusley,Council Member Suckley,Council Member Roy and Council Member Campos Nay: 1 - Council Member Klein Abstained: 0 Enactment No:033261 22. 2 -2062 Ordinance designating 127.72 acres within the jurisdiction of the City of Corpus Christi as a Tax Increment Financing District to be known as"Reinvestment Zone Number Six, City of Corpus Christi, Texas" pursuant to petition by owners of Barisi Village properties; setting a maximum City financial participation of and a maximum City contribution of$32,000,000; and establishing a Board of Directors for the Reinvestment Zone. Mayor Guajardo referred to Item 22. Council Members and Assistant City Manager Heather Hurlbert discussed the following topics: the City is waiting on commitment from Del Mar College or Nueces County in order to move forward with the second reading of this Ordinance; and this first reading does not expire. Council Member Suckley moved to amend the ordinance to state that the first reading City of Corpus Christi Page 11 Printed on 111912024 City Council Meeting Minutes January 9,2024 ordinance will expire after 90 days if no action is taken by another taxing entity, seconded by Council Member Pusley and passed unanimously. Mayor Guajardo opened public comment. Steve Moody, 6717 Pharaoh Dr., stated that the developer ensured him that finances are not an issue. Jeff Rollins, McKinney,TX, asked for clarity about what is being voted on. Mayor Guajardo closed public comment. Council Member Suckley moved to approve the ordinance as amended, seconded by Council Member Pusley. This Ordinance was passed on first reading as amended 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 O. BRIEFINGS: (ITEM 23) 23. 24-0008 Briefing on Changes to the Nueces County Appraisal District Mayor Guajardo referred to Item 23. Director of Intergovernmental Relations Ryan Skrobarczyk presented information on the following topics: Texas Legislature requires changes; current appointed Nueces County Appraisal District(NCAD) board of directors; 3 new publicly elected directors; 5 new appointed directors; 2024 deadlines for process with new appointed directors; estimate 2024 City of Corpus Christi vote entitlement; ranked list of eligible entities; Tax Assessor-Collector to become voting member; alter the total number of directors; and changes to the Nueces County Appraisal District under SB 2. A Council Member and Director Skrobarczyk discussed the following topic: a Council Member agrees that adding three new publicly elected directors Is a good Idea. P. EXECUTIVE SESSION: (ITEM 24) Mayor Guajardo referred to Executive Session Item 24.The Council went into Executive Session at 1:37 p.m. The Council returned from Executive Session at 2:29 p.m. 24. 23-2019 Executive session pursuant to Texas Government Code§551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning industries, infrastructure, utilities, and property in the City's extraterritorial jurisdiction, services thereto, industrial district agreements, and City of Corpus Christi Page 12 Printed on 1/19/2024 City Council Meeting Minutes January 9,2024 Chapters 42,43 and 212 of the Texas Local Government Code 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 This E-Session Item was discussed in executive session. Q. ADJOURNMENT There being no further business, Mayor Guajardo adjourned this meeting at 4:15 p.m. l i City of Corpus Christi Page 13 Printed on 111912024 E f r' c From: Norma Duran To: Stephanie Box;Sarah Brunkenhoefer Subject: FW:Publlc Input:01-09-2024-Troy Owens Date: Tuesday,January 9,2024 7:59:15 AM Attached is the written public comment. From:Jotform<noreply@jotform.com> Sent: Monday,January 8, 2024 10:03 PM To:CitySecretary<CitySecretary@cctexas.com>; Norma Duran<NormaD2@cctexas.com> Subject: Public Input:01-09-2024-Troy Owens [ [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. ] ] U ublic Comment& Input Form Date of Meeting 01-09-2024 Name Troy Owens Address Street Address:543 South Bayberry Place City:Corpus Christi State/Province:TX Postal/Zip Code: 78418 Topic rezoning case 1123-01 INFOR case no.ZN8033 Agenda Item Number 1123-01 Describe Feedback: Our home,543 South Bayberry Place, backs up to the Property up for rezoning. We have been in our house for 18 years and loved our neighborhood because it is a quiet neighborhood. Our street is mainly traveled by our residents. Bringing in a business will mean several negative changes. As far as I can see,only one positive change. *The Positive-our community needs a local gym (Freedom Fitness going in) *Negative 1. No Privacy-There is no fence around the current property. We have a chain-link fence around our property and some or our neighbors also have chain-link.The increase in people in the area exposes our properties to stranger danger for our kids,Theft, peeping toms. 2. Safety-increase in crime due to exposure 24hours a day 3. Traffic-Waldron Rd is only 2 lanes. No shoulder. No turning lane.That will mean more traffic accidents. 4. Noise-increased traffic noise, music,and car doors slamming. Our bedrooms are close by. Provide an email to receive howens49.ho@gmail.com a copy of your submission. I Resolution suspending the Building Standards Board's orders to demolish the dilapidated/substandard structure located at 12141/2-20 N. Staples St, owned by Priscilla Tryon Cambric. Whereas, the Building Standards Board (the "Board") held a public hearing on September 28, 2023, at 1:30 pm regarding substandard structures located at 1214 '/z-20 N. Staples St and after making certain findings ordered the structure or premises be removed or demolished by the owner, lien holder or mortgagee,within thirty (30) days pursuant to the attached Final Order of the Building Standards Board Case No.V184239-071222; Whereas, Priscilla Tryon Cambric, the owner of the structure at 1214 '/2-20 N. Staples St, (the "Appellant"), filed a written notice of appeal of the Board's order with the City Secretary's Office on October 24, 2023, in accordance with Section 13-24 (a) City of Corpus Christi Code of Ordinances (the "Code") and Article Vl, Section 2 of the City Charter(the "Charter"); Whereas, the filing of the appeals stayed the Board's orders; Whereas, Section 13-24(a)of the Code and Article VI, Section 2 of the Charter authorize the City Council to hear Appeals of the Board's decision; therefore, this Council properly has jurisdiction over these appeals; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. The Council declares the recitals in the above paragraphs are true and correct. SECTION 2. The Final Order of the Building Standards Board of Appeals, Case No. No. V184239-071222, for 1214'/z-20 N. Staples St, is suspended conditioned on property owner compliance with the following conditions: (1)securing the building within 14 calendar days, starting January 10, 2024 and ending January 24, 2024. Securing the building includes erecting a 6-foot foot-high perimeter fence that completely encloses the building, with such an enclosed fenced area including the sidewalk directly adjacent to the building. Proper City permits must be obtained for a perimeter fence, including right-of-way permits. Securing the building includes boarding doors and windows on the first floor, including the stairwell to the second floor; and (2) provide the City with a structural engineering report within 60 calendar days, starting January 10, 2024, and ending March 10, 2024. The Final Order will become effective at such time as the Owner fails to comply with either of the aforementioned conditions. SECTION 3. This decision of the City may be personally delivered to the owner, mailed to the owner by first class mail with certified return receipt requested, or delivered to the owner by the United States Postal Service using signature confirmation service. SECTION 4. The City may vacate, secure, remove, or demolish the buildings and/or relocate the building occupants following 30 days after notifying the property owner of the failure to comply with the condition of the suspension in Section 2. P and APPRO D on the day of _�U. v� 2024. ATT T- VI Hueta, City SecretaryPa ette Guajardo, Mayor YRe 0-35252 0-4f Cityof Corpus Christi 1201LeopardStreet o — p Corpus Christi,TX 78401 cctexas.com ,1 Meeting Agenda - Final-revised City Council Tuesday,January 9,2024 11:30 AM Corpus Christi Regional Transportation Authority,602 N.Staples St.,2nd Floor Board Room(Rm.210) 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 tree que su ingles es limitado, habrd un interprete ingles-espanol en todas/as 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 Chip Blackshear, First Presbyterian Church of Corpus Christi. C. Pledge of Allegiance to the Flag of the United States and to the Texas Flag to be led by Tara Montelongo, Senior at Veterans Memorial High School. D. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. E. SECURITY BRIEFING F. CITY MANAGER'S COMMENTS I UPDATE ON CITY OPERATIONS: (ITEMS 1-2) 1. 23-2037 2023 United Way of the Coastal Bend Charitable Campaign Results and Introduction of incoming CEO/President Stephanie Jordan 2. 24-0007 38th Annual MLK 2024 Events Calendar Overview, presented by Nikela Pradier, President of Delta Sigma Theta Sorority Corpus Christi Alumnae Chapter City of Corpus Christi Page 1 Printed on 11512024 City Council Meeting Agenda-Final-revised January 9,2024 G. PUBLIC COMMENT-APPROXIMATELY 12:00 P.M.To speak during this public comment period,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 Information Technology(IT) Department at least 24 hours prior to the Meeting. Please contact IT at 826-3211 to coordinate.This is a public hearing for all items on this agenda. H. BOARD&COMMITTEE APPOINTMENTS: (NONE) I. 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. J. CITY COUNCIL RETURN ITEMS: (ITEMS 3-4) 3. 23-1962 23-1962 Appeal of the Building Standards Board's order to demolish dilapidated/substandard structure located at 1214'/z-20 N. Staples Street owned by Priscilla Tryon Cambric(Appellant presentation limited to 3 minutes) sponsors: Development Services 4. 23-1919 Ordinance amending the Corpus Christi Code to amend Chapter 49 Streets and Sidewalks and Chapter 53 Traffic regarding requirements for performing work in the public right of way and placement of utilities; providing for properly restoring street surfaces that have been cut for utilities or other tie-ins and providing for penalty; providing for publication. sponsors: Public Works/Street Department K. CONSENT AGENDA: (ITEMS 5-17) 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 City of Corpus Christi Page 2 Printed on 11512024 City Council Meeting Agenda-Final-revised January 9,2024 Items will be adopted by one vote. 6. 23-2043 Approval of the December 12, 2023 Regular Meeting Minutes Consent-Second Reading Ordinances 6. 23-1901 Zoning Case No. 1023-03, Steve and Lacey Avalos(District 1). Ordinance rezoning property at or near 10329 Kingsbury Drive from the"CN-1" Neighborhood Commercial District to the "RS-TF"Two-Family District; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval). sponsors: Development Services 7. 23-1695 Ordinance authorizing execution of Amendment#1 to the co-operative agreement with Vertosoft, LLC,for the renewal of OpenGov pavement management software and the purchase of OpenGov permitting and licensing management software for the Public Works Department through September 30, 2024,with three one-year options and a future auto-renewable term possible, in an amount not to exceed $204,579.60, with a potential amount up to$1,012,844.13 if options are exercised,with FY 2024 funding from the Streets Fund. Sponsors: Information Technology Services,Public Works/Street Department and Finance&Procurement 8. 23-1898 Ordinance authorizing the creation of a Corpus Christi B Corporation project,which includes the expenditure up to$1,000,000.00 for an agreement with South Texas Military Housing, LP for the construction of a Chief of Naval Air Training Flag Officer quarters at Naval Air Station - Corpus Christi; appropriating $1,000,000 from the unreserved fund balance of the Corpus Christi B Corporation Economic Development fund; and amending the budget. Sponsors: Economic Development Consent-Contracts and Procurement 9. 23-1769 Motion authorizing the execution of a five-year service agreement with Alliance Health Resources Mobile Division, of Corpus Christi, Texas,for drug and alcohol testing and occupational medical services for City of Corpus Christi Employees in an amount up to$2,064,816.50,with FY 2024 funding of$327,158.00 from the Other Employee Benefits Fund. sponsors: Human Resources and Finance&Procurement Consent-Capital Projects 10. 23-1857 Motion authorizing a construction services contract with Nueces Electric Cooperative (NEC), Texas, to extend and provide electric delivery infrastructure(pole and wires)to the Cefe Valenzuela Landfill Sector 2A Cell in an amount not to exceed $104,744.98, located outside city limits, City of Corpus Christi Page 3 Printed on 11612024 City Council Meeting Agenda-Final-revised January 9,2024 with FY 2024 funding available from Solid Waste capital funds. Sponsors: Engineering Services and Solid Waste Operations 11. 23-2052 Motion awarding a facilities multiple award construction contract to Barcom Construction, LLC of Corpus Christi, Texas, in a not to exceed amount of $1,921,176.00 for the Gas Department Building Upgrades (Phase 2) project, located in Council District 1,with FY 2023 funding available from Gas Capital Fund. Sponsors: Engineering Services and Gas Department General Consent Items Consent-First Reading Ordinances 12. 23-1927 Ordinance authorizing the purchase of one additional response boat in the amount of$81,228.78 from Boat Right Marine for the Corpus Christi Fire Department to be funded by the FY 2023 Texas Ambulance Supplemental Payment Program revenue; and appropriating $200,054.01 from the General Fund unreserved fund balance; and amending the FY 2024 Operating Budget by increasing expenditures in the Fire Department General Fund by$200,054.01. Sponsors: Fire Department 13. 23-2005 Ordinance appropriating $20,000.00 from the unreserved fund balance of the Municipal Court Security Fund for courtroom security upgrades; and amending the FY 2024 operating budget. Sponsors: Municipal Court Administration 14. 23-1904 Ordinance authorizing acceptance and future amendments of Medical Reserve Corps Grant for$47,242.00 from the Department of State Health Services(DSHS); and appropriating $47,242.00 in the Health Grant Fund to provide support to Medical Reserve Corps units until May 30, 2025. Sponsors: Health Department 15. 23-1943 Ordinance approving the amended Tax Increment Reinvestment Zone#3 Project& Financing Plans as approved by the Board of Directors of Reinvestment Zone Number Three, City of Corpus Christi, Texas on November 28, 2023, which expands eligibility under the Commercial Finish-Out Program. Sponsors., Economic Development 16. 23-2022 Ordinance authorizing an amendment to the existing lease agreement with Riley P. Dog Park, Inc.for the use of the property located adjacent to the Whitecap Wastewater Treatment Plant for an additional three-year term with two additional one-year terms. Sponsors., Corpus Christi Water 17. 23-2030 Ordinance authorizing a 30-foot-wide revocable pipeline easement to City of Corpus Christi Page 4 Printed on 11512024 City Council Meeting Agenda-Final-revised January 9,2024 Houston Pipe Line Company, LP, to install a natural gas pipeline through the Cefe Valenzuela landfill in support of Solid Waste Department's new renewable energy program, located outside City limits. sponsors: Engineering Services and Solid Waste Operations L. RECESS FOR LUNCH The City Council will take a lunch break at approximately 1:30 p.m. M. PUBLIC HEARINGS: (ITEMS 18-19) The following items are public hearings and public hearings with first reading ordinances. Each item will be considered individually. 18. 23-2010 Zoning Case No. 1123-01, Birdie Waldron LLC(District 4). Ordinance rezoning a property at or near 3409 Waldron Road from the"RS-6" Single-Family District to the"RS-6/SP" Single-Family District with a Special Permit; providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval). sponsors: Development Services 19. 23-2011 Zoning Case No. 1123-02, Gulf-Hudson Holdings and Patsy A Brooks (District 1). Ordinance rezoning a property at or near 8159 Stillwell Lane from the"FR" Farm Rural District and the"IL" Light Industrial District to the "R-MH" Manufactured Home District; providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval). sponsors: Development Services N. INDIVIDUAL CONSIDERATION ITEMS: (ITEMS 20-22) The following items are motions,resolutions and ordinances that will be considered and voted on individually. 20. 23-1913 Ordinance authorizing a Developer Participation Agreement with MPM Development, L.P. to reimburse the developer an amount not to exceed $1,118,463.05 for the construction of a section of Oso Parkway related to the Oso Creek Corner subdivision located off Yorktown Boulevard and southeast of Starry Road; and amending the operating budget by transferring $896,527.00 from the Public Works-Streets Fund (No. 1041) and$221,936.05 from the Public Works-Storm Water Fund (No.4300)to the Development Services Fund (No.4670). (District 5). Sponsors: Development Services 21. 23-2058 Ordinance authorizing a Developer Participation Agreement with Braselton Development Company, Ltd, to reimburse the developer an amount not to exceed $209,485.00 for the construction of stormwater infrastructure improvements related to the Saratoga Downs, Unit 4B subdivision located at the intersection of Lands Drive and Martin Street; and amending the operating budget by transferring and appropriating $209,485.00 from the City of Corpus Christi Page 5 Printed on 1/5/2024 City Council Meeting Agenda-Final-revised January 9,2024 Public Works-Storm Water Fund (No.4300)to the Development Services Fund (No. 4670). (District 3). sponsors: Development Services 22. 23-2062 Ordinance designating 127.72 acres within the jurisdiction of the City of Corpus Christi as a Tax Increment Financing District to be known as "Reinvestment Zone Number Six, City of Corpus Christi, Texas" pursuant to petition by owners of Barisi Village properties; setting a maximum City financial participation of and a maximum City contribution of$32,000,000; and establishing a Board of Directors for the Reinvestment Zone. sponsors: Economic Development O. BRIEFINGS: (ITEM 23) 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. 23. 24-0008 Briefing on Changes to the Nueces County Appraisal District Sponsors: Intergovernmental Relations P. EXECUTIVE SESSION: (ITEM 24) 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 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. 24. 23-2019 Executive session pursuant to Texas Government Code§ 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning industries, infrastructure, utilities, and property in the City's extraterritorial jurisdiction, services thereto, industrial district agreements, and Chapters 42,43 and 212 of the Texas Local Government Code 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 City o/Corpus Christi Page 6 Printed on 11512024 City Council Meeting Agenda-Final-revised January 9,2024 Q. ADJOURNMENT City of Corpus Christi Page 7 Printed on 11612024 EXHIBIT E TIRZ NO, 6 FINAL PROJECT AND FINANCING PLAN so �o o� yopPaap.a AGENDA MEMORANDUM xs52 Action Item for the City Council Meeting of October 15, 2024 DATE: September 27, 2024 TO: Peter Zanoni, City Manager FROM: Daniel McGinn, AICP, Director of Planning & Community Development DanielMc@cctexas.com (361) 826-7011 Initiating Annexation of Land Within the Industrial Districts CAPTION: Resolution directing the City's Planning Department to prepare a service plan for the annexation of properties in Industrial Districts No. 1, 2, and 4 in Nueces County that have not executed a new 15-year Industrial District Agreement effective January 1, 2025; and authorizing an Agricultural Development Agreement with owners of ag-exempt property within Industrial Districts No. 1, 2, and 4. SUMMARY: The purpose of this item is to begin the process of annexing certain properties within the City's Industrial Districts, which are authorized by Texas Local Government Code Section 42.044 for economic development. City staff proposes to annex only those properties for which landowners have not executed new Industrial District Agreements (IDAs). The proposed annexation will insure the payment of City taxes or fees for those properties without IDAs. BACKGROUND AND FINDINGS: Landowners of property within any of the Industrial Districts are protected from City annexation if they execute an Industrial District Agreement (IDA). The current IDAs expire on December 31, 2024. In advance of the current IDAs' expiration, the City Council authorized the terms of new IDAs on September 3, 2024. Many property owners have already responded that they intend to execute new IDAs. City staff proposes to annex only those properties whose owners choose not to execute new IDAs. The annexation process will span about two months, including two City Council public hearings. The effective date and time of annexation shall be no earlier than midnight of December 31, 2024. ALTERNATIVES: Council may direct staff not to pursue this annexation. FINANCIAL IMPACT: The proposed annexation will insure the payment of City taxes or fees for those properties without Industrial District Agreements. RECOMMENDATION: Staff recommends that City Council direct city staff to prepare a service plan for the extension of municipal services to the proposed annexation area. LIST OF SUPPORTING DOCUMENTS: Resolution with Exhibit A Sample Agricultural Agreement Resolution directing the City's Planning Department to prepare a service plan for the annexation of properties in Industrial Districts No. 1, 2, and 4 in Nueces County that have not executed a new 15-year Industrial District Agreement effective January 1, 2025; and authorizing an Agricultural Development Agreement with owners of ag-exempt property within Industrial Districts No. 1, 2, and 4. WHEREAS, on or about September 17, 2013, the City Council authorized the execution of 10-year Industrial District Agreements with property owners within Industrial Districts No. 1 and 2, with a term from January 1, 2015, to December 31, 2024; WHEREAS, on or about March 26, 2019, the City Council created Industrial District No. 4 and authorized the execution of 10-year Industrial District Agreements with property owners within Industrial District No. 4, with a term from January 1, 2015, to December 31, 2024; WHEREAS, WHEREAS, pursuant to the current Industrial District Agreements, if the Agreement is not extended or replaced with a similar agreement, on or before March 31, 2024, then the immunity from annexation terminates, and the effective date and time of annexation shall be no earlier than midnight of December 31, 2024; WHEREAS, on or about September 3, 2024, the City Council authorized the execution of new 15-year Industrial District Agreements with property owners within Industrial Districts No. 1,2, and 4 with a term from January 1, 2025, to December 31, 2039; WHEREAS, properties in Industrial Districts No. 1, 2, and 4 where the property owner has failed to execute the new industrial district agreement are subject to annexation per Texas Local Government Code §43.0116; WHEREAS, Texas Local Government Code §43.065 requires the City Council to direct its planning department to prepare a service plan that provides for the extension of full municipal services to the areas to be annexed; WHEREAS, Texas Local Government Code, Section 43.016 requires a municipality to offer each property owner in the annexation area with an agricultural or wildlife management or timber land exemption on their property a Development Agreement to be excluded from the municipal annexation; and WHEREAS, the agreement provides that the property will not be annexed by the City of Corpus Christi so long as 1) the property continues to receive an agricultural exemption and 2) no action is taken by the Owner or his assigns to file a subdivision plat or any related development document regarding the property. If one or more of the above circumstances occur, the City is authorized to commence proceedings to annex all or some of the property, NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. The City Council directs the City's Planning Department to prepare a service plan that provides for the extension of full municipal services to the properties in Industrial Districts No.1, 2, and 4, to be annexed where the property owner does not execute an Industrial District Agreement. Industrial District No. 1, 2, and 4 are as shown in Exhibit A, attached. 1 of 5 SECTION 2. The City Manager or designee is authorized to enter into a Development Agreement under Texas Local Government Codes §43.016 and §212.172 with the property owners within Industrial Districts No.1, 2, and 4. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary 2of5 ! a �- .. _ y � K �w �A h. 16 e Department of • Services a �_ F' !'rune■ -__ ea' a0■ �'P ..ra�l �� i ■ r sea � -' M • �3 �� is■su '�k e +r ieeiiine iinoa einY■ e r It 'M■.rire .Jeee.�e! onn �]eee■�a■!o +- J! ■e■fIWYG �.......e% .eeeee■L9 eaGei'.l�i r� r\ 4�j inel*IJ� iR11Y G w11 4r e9CR& T r Sl 1!'^4 M..� _ _ hilleYYY le aA/G L]IC !,•..# @ - y r 4e ? Jo , �CF3 FEFF a:GE . �! ..ApeJ 4CRe IY e■C .� r Frt� � k3 H�T•_'. '•�.(3Mr _�h 4 �P3 r- S _ - GAF; (A r ���."� � �'��.�4J� n� 4 1 �lif6•' r� • � of CORP US CHRISTI, TEXAS LINE BEARING DISTANCE L5 L1 N 0-30-56 W 8,785 1 Rand Morgan Road L2 N 89-24-30 E 5,144- L3 N 9-27-6 E 5,958- ;f L4 S 56-34-14 E 21,757- city Of r L5 S 1-16-47 E 645' Corpus Christi L6 S 88-28-39 W 18,100- Cr`y� 0 1,750 3,500 7,000 ; Feet 1 inch=2,500 feet % i" DATE:MAY 9,2019 DRAWN BY:A.OLT i L4 ! Mckinzie Rd i' i' i" n, City of v! z L6 Corpus Christi ,��% m f y i i• i� i i• i" i ,r •-'' L3 county Road 24- L2 POINT OF w BEGINNIN! City of C.C. o / � U IND#2 County Road 1694 L1 ! 4 of 5 .* r• �' s k y i i it r A DEVELOPMENT AGREEMENT UNDER SECTION 43.016, TEXAS LOCAL GOVERNMENT CODE This Development Agreement (the "Agreement") is entered into pursuant to Sections 43.016 and 212.172, Texas Local Government Code by and between the City of Corpus Christi, Texas (the "City") and (the "Owner"). The term Owner shall include all owners of the Property. The City and the Owner are collectively referred to as the Parties. WHEREAS, the Owner owns parcels of real property in Nueces County, Texas, which are identified by Nueces County Appraisal District as Geographic ID: ####- ####- #### and more particularly described in the attached Exhibit A (the "Property") that is appraised for ad valorem tax purposes as land for agricultural, wildlife management, or timber land under Chapter 23, Texas Tax Code; WHEREAS, that Real Property is located in the City of Corpus Christi Extraterritorial Jurisdiction and within Industrial District No . #; WHEREAS, Texas Local Government Code §43.016(b)(1) requires the City to offer to make a development agreement with the Owner that will provide for the continuation of the extraterritorial status of the area and authorize the enforcement of all regulations and planning authority of the municipality that do not interfere with the use of the area for agriculture, wildlife management, or timber; WHEREAS, Texas Local Government Code §43.016 provides that the restriction or limitation on the City's annexation of all or part of the Property under this Agreement is void if the Owner files any type of subdivision plat or related development document for the Property, regardless of how the area is appraised for ad valorem tax purposes; WHEREAS, the Owner desires to have the Property remain in the City's extraterritorial jurisdiction, in consideration for which the Owner agrees to enter into this Agreement; WHEREAS, Texas Local Government Code §43.016(c) provides an area adjacent or contiguous to an area that is the subject of a development agreement under Texas Local Government Code §43.016 is considered adjacent or contiguous to the municipality; WHEREAS, the Owner has been provided written disclosure attached to this agreement as Exhibit B as required by Texas Local Government Code §212.172 and WHEREAS, this Agreement is entered into pursuant to Sections 43.016 and 212.172, Texas Local Government Code. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties hereto agree as follows: Section 1. Term. The term of this Agreement (Term) shall be 15 years from January 1, 2025 to December 31, 2039, unless earlier terminated as herein provided. Page 1 of 8 Section 2. Extraterritorial Jurisdiction Status of Property. Pursuant to Texas Local Government Code §43.016(b)(1)(A), the City guarantees the continuation of the extraterritorial status of the Property identified by Nueces County Appraisal District as Geographic ID: ####-####-####and more particularly described in the attached Exhibit A (the "Property"), its immunity from annexation by the City, and its immunity from City property taxes, for the term of this Agreement, subject to the provisions of this Agreement. Except as provided in this Agreement, the City agrees not to annex the Property, agrees not to involuntarily institute proceedings to annex the Property, and further agrees not to include the Property in a statutory annexation plan for the Term of this Agreement. However, if the Property is annexed pursuant to the terms of this Agreement, then the City shall provide services to the Property pursuant to Chapter 43 of the Texas Local Government Code. Section 3. Authority of Municipality. Pursuant to Texas Local Government Code §43.016(b)(1)(B), the City is authorized to enforce all regulations and planning authority of the municipality that do not interfere with the use of the Property for agriculture, wildlife management, or timber. Section 4. Owner's Obligations. In consideration of the City's agreement not to annex the Property and as a condition of the Property remaining in the City's extraterritorial jurisdiction, the Owner covenants and agrees to the following: (a) The Owner shall not to use the Property for any use other than for agriculture, wildlife management, and/or timber land consistent with Chapter 23 of the Texas Tax Code without the prior written consent of the City. (b) The Owner shall not file any type of subdivision plat or related development document for the Property with a governmental entity that has jurisdiction over the Property, regardless of how the Property is appraised for ad valorem tax purposes. Section 5. Development and Annexation of Property. (a) Pursuant to Texas Local Government Code §212.172, the following occurrences shall be deemed the Owner's petition for voluntary annexation of the Property, and the Property may subsequently be annexed at the discretion of the City Council: (1) The filing of any type of subdivision plat or related development document for the Property with a governmental entity that has jurisdiction over the Property, regardless of how the Property is appraised for ad valorem tax purposes. (2) The Property no longer being appraised for ad valorem tax purposes as land for agricultural, wildlife management, or timber land under Chapter 23, Texas Tax Code, or successor statute, unless the Property is no longer appraised for such purposes because the Legislature has abolished agricultural, wildlife management, or timberland exemptions. Page 2 of 8 (3) The filing for voluntary annexation of the Property into the City by the Owner. (4) The expiration of this Agreement. (5) Upon termination of this Agreement. (b) The Owner agrees that annexation initiated due to an occurrence under Section 5(a) shall be voluntary and the Owner hereby consents to such annexation as though a petition for such annexation had been tendered by the Owner. Section 6. Vested Rights Claims. Pursuant to Texas Local Government Code §43.016(e), this Agreement is not a permit for the purposes of Chapter 245, Texas Local Government Code. The Owner hereby waives any and all vested rights and claims that the Owner may have under §43.002(a)(2) and Chapter 245 of the Texas Local Government Code that would otherwise exist by virtue of any actions Owner takes or has taken in violation of Section 5 herein. The Owner further waives any and all vested rights and claims that the Owner may have under §43.002(a)(2) and Chapter 245 of the Texas Local Government Code that would otherwise exist by virtue of any application, plan, plat or construction the Owner may file or initiate with respect to the Property following the expiration of this Agreement prior to annexation of the Property by the City, provided that the City initiates annexation proceedings within one year following the expiration of this Agreement. Section 7. Conveyance of the Property. Conveyance of the Property or portions thereof is allowed under this Agreement. This Agreement constitutes a covenant running with the land, and all successive future owners will be to the same extent bound by and will have the same right to invoke and enforce, its provisions as the original signers of this agreement. Conveyance of the Property or portions thereof to subsequent owners does not trigger a request for voluntary annexation. Section 8. Notice. Any person who sells or conveys any portion of the Property shall, prior to such sale or conveyance, give written notice of this Agreement to the prospective purchaser or grantee. Any person who sells or conveys any portion of the Property shall, give written notice of the sale or conveyance to the City within 30 days of such sale or conveyance. Furthermore, the Owner and the Owner's heirs, successor, and assigns shall give the City written notice within 14 days of any change in the agricultural exemption status of the Property. A copy of the notices required by this Section shall be sent by personal delivery or certified mail, return receipt requested, to the City at the following address: City of Corpus Christi Attn: City Manager PO Box 9277 Corpus Christi, Texas 78469-9277 Section 9. Covenant Running with the Land. This Agreement shall run with the Property and be recorded in the real property records of Nueces County, Texas. The Owner and the City acknowledge and agree that this Agreement is binding upon the City and the Owner and their respective successors, executors, heirs, and assigns, as Page 3 of 8 applicable, for the term of this Agreement and constitutes a covenant running with the land. Section 10. Severability. If any provision of this Agreement is held by a court of competent and final jurisdiction to be invalid or unenforceable for any reason, then the remainder of the Agreement shall be deemed to be valid and enforceable as if the invalid portion had not been included. Section 11. Amendment and Modifications. This Agreement may be amended or modified only in a written instrument that is executed by both the City and the Owner after it has been authorized by the City Council. Section 12. Gender, Number and Headings. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, unless the context otherwise requires. The headings and section numbers are for convenience only and shall not be considered in interpreting or construing this Agreement. Section 13. Governmental Immunity; Defenses. Nothing in this Agreement shall be deemed to waive, modify, or amend any legal defense available at law or in equity to either the City or Owner, including governmental immunity, nor to create any legal rights or claims on behalf of any third party. Section 14. Enforcement; Waiver. This Agreement may be enforced by any Owner or the City by any proceeding at law or in equity. Failure to do so shall not be deemed a waiver to enforce the provisions of this Agreement thereafter. Section 15. Effect of Future Laws. No subsequent change in the law regarding annexation shall affect the enforceability of this Agreement or the City's ability to annex the properties covered herein pursuant to the terms of this Agreement. Section 16. Venue and Applicable Law. Venue for this Agreement shall be in Nueces County, Texas. This Agreement shall be construed under and in accordance with the laws of the State of Texas. Section 17. Counterparts. This Agreement may be separately executed in individual counterparts and, upon execution, shall constitute one and same instrument. Section 18. Sections to Survive Termination. This Agreement shall survive its termination to the extent necessary for the implementation of the provisions related to annexation of the Property into the City. Section 19. Reservation of City Rights. The City states and specifically reserves its authority pursuant to Chapter 251 of the Texas Local Government Code to exercise eminent domain over property that is subject to a Chapter 43 and/or Chapter 212 development agreement. Section 20. Authorization. That all parties and officers signing this Agreement warrant to be duly authorized to execute this Agreement. Page 4 of 8 Entered into this day of , 2024. Owner: By THE STATE OF § COUNTY OF § This instrument was acknowledged before me on the day of , 2024, by, Notary Public, State of Page 5 of 8 City of Corpus Christi: ATTEST: By: By: Peter Zanoni Rebecca Huerta City Manager City Secretary STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on this day of 2024, by Rebecca Huerta, City Secretary, of the City of Corpus Christi, a Texas home-rule municipal corporation, on behalf of said corporation. Notary Public, State of Texas STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on this day of , 2024, by Peter Zanoni, City Manager, of the City of Corpus Christi, a Texas home-rule municipal corporation, on behalf of said corporation. Notary Public, State of Texas APPROVED AS TO FORM: Buck Brice date Deputy City Attorney for the City Attorney Page 6 of 8 Exhibit A NUECES COUNTY APPRAISAL DISTRICT GEOGRAPHIC ID: ####- ####- ####, including but not limited to the tract as described in a deed recorded in Document Number ##########, Deed Records of Nueces County, Texas, and the metes and bounds description herein LEGAL DESCRIPTION OF THE PROPERTY Page 7 of 8 Exhibit B DEVELOPMENT AGREEMENT DISCLOSURE (1) The landowner is not required to enter into the Development Agreement or any other development or annexation agreement. (2) The City of Corpus Christi is authorized to annex the Property pursuant to the Texas Constitution, Texas Local Government Code Chapter 43, and the Corpus Christi City Charter, including Texas Constitution Art. XI, § 5, Texas Local Government Code §43.0116 and Corpus Christi City Charter Art. 1 , §2. (3) The City Council can direct the City's Planning Department to create a service plan for the area to be annexed. Following two public hearings, the land may be annexed by adoption of an ordinance. (4) The annexation procedure does not require the landowner's consent. (5) Except to the extent required by State law, the City of Corpus Christi does not waive immunity to suit. Texas Local Government Code §212.172(i) provides "A municipality that enters into a contract waives immunity from suit for the purpose of adjudicating a claim for breach of the contract." Furthermore, Texas Local Government Code 43.908 provides "(a) This chapter may be enforced only through mandamus or declaratory or injunctive relief. (b) A political subdivision's immunity from suit is waived in regard to an action under this chapter. (c) A court may award court costs and reasonable and necessary attorney's fees to the prevailing party in an action under this chapter." Page 8 of 8 so �o o� yopPaap.a AGENDA MEMORANDUM xs52 Action Item for the City Council Meeting of October 15, 2024 DATE: September 27, 2024 TO: Peter Zanoni, City Manager FROM: Daniel McGinn, AICP, Director of Planning & Community Development DanielMc@cctexas.com (361) 826-7011 Initiating Annexation of Land Within the Industrial Districts CAPTION: Resolution directing the City's Planning Department to prepare a service plan for the annexation of properties in Industrial Districts No. 5, 6, 7, and 8 in San Patricio County that have not executed a new 15-year Industrial District Agreement effective January 1, 2025; and authorizing an Agricultural Development Agreement with owners of ag-exempt property within Industrial Districts No. 5, 6, 7, and 8. SUMMARY: The purpose of this item is to begin the process of annexing certain properties within the City's Industrial Districts, which are authorized by Texas Local Government Code Section 42.044 for economic development. City staff proposes to annex only those properties for which landowners have not executed new Industrial District Agreements (IDAs). The proposed annexation will insure the payment of City taxes or fees for those properties without IDAs. BACKGROUND AND FINDINGS: Landowners of property within any of the Industrial Districts are protected from City annexation if they execute an Industrial District Agreement (IDA). The current IDAs expire on December 31, 2024. In advance of the current IDAs' expiration, the City Council authorized the terms of new IDAs on September 3, 2024. Many property owners have already responded that they intend to execute new IDAs. City staff proposes to annex only those properties whose owners choose not to execute new IDAs. The annexation process will span about two months, including two City Council public hearings. The effective date and time of annexation shall be no earlier than midnight of December 31, 2024. ALTERNATIVES: Council may direct staff not to pursue this annexation. FINANCIAL IMPACT: The proposed annexation will insure the payment of City taxes or fees for those properties without Industrial District Agreements. RECOMMENDATION: Staff recommends that City Council direct city staff to prepare a service plan for the extension of municipal services to the proposed annexation area. LIST OF SUPPORTING DOCUMENTS: Resolution with Exhibit A Sample Agricultural Agreement Resolution directing the City's Planning Department to prepare a service plan for the annexation of properties in Industrial Districts No. 5, 6, 7, and 8 in San Patricio County that have not executed a new 15-year Industrial District Agreement effective January 1, 2025; and authorizing an Agricultural Development Agreement with owners of ag-exempt property within Industrial Districts No. 5, 6, 7, and 8. WHEREAS, on or about May 21, 2019, the City Council created Industrial Districts No. 5, 6, and 7 and authorized the execution of 5-year Industrial District Agreements with property owners within Industrial Districts No. 5, 6, and 7, with a term from January 1, 2019, to December 31, 2024; WHEREAS, on or about July 29, 2019, the City Council created Industrial District No. 8 and authorized the execution of 5-year Industrial District Agreements with property owners within Industrial District No. 8, with a term from January 1, 2019, to December 31, 2024; WHEREAS, on or about March 24, 2020, the City Council adjusted the boundary of Industrial District No. 8 and authorized the execution of 4-year Industrial District Agreements with property owners within Industrial District No. 8, with a term from January 1, 2020, to December 31, 2024; WHEREAS, on or about September 5, 2023 the City Council created Industrial Districts 9, 10, and 11; WHEREAS, the City entered into one-time economic development agreements in the areas designated as Industrial Districts No. 9, 10, and 11 under Chapter 212 and Chapter 380, including the following: 1. Chapter 380/212 Economic Development Agreement with voestalpine Texas LLC and the Port of Corpus Christi Authority dated April 25, 2013, as amended on February 3, 2020; 2. Chapter 380/212 Economic Development Agreement with Corpus Christi Liquefaction, LLC, dated March 25, 2015, as amended on June 20, 2019, including the area added by assignment of a separate agreement with Corpus Christi Alumina in July of 2021; and 3. Chapter 212 Economic Development Agreement with Gulf Coast Growth Ventures LLC dated April 3, 2019; WHEREAS, the economic development agreements with Gulf Coast Growth Ventures, Voestalpine, and Cheniere require them to enter into Industrial District Agreements in 2033; WHEREAS, pursuant to the current Industrial District Agreements, if the Agreement is not extended or replaced with a similar agreement, on or before March 31, 2024, then the immunity from annexation terminates, and the effective date and time of annexation shall be no earlier than midnight of December 31, 2024; WHEREAS, on or about September 3, 2024, the City Council authorized the execution of new 15-year Industrial District Agreements with property owners within Industrial Districts No. 5,6,7,8,9,10,and 11 with a term from January 1, 2025, to December 31, 2039; WHEREAS, properties in Industrial Districts No. 5, 6, 7, and 8 where the property owner has failed to execute the new industrial district agreement are subject to annexation per Texas Local Government Code §43.0116; 1 of 4 WHEREAS, Texas Local Government Code §43.065 requires the City Council to direct its planning department to prepare a service plan that provides for the extension of full municipal services to the areas to be annexed; WHEREAS, Texas Local Government Code, Section 43.016 requires a municipality to offer each property owner in the annexation area with an agricultural or wildlife management or timber land exemption on their property a Development Agreement to be excluded from the municipal annexation; and WHEREAS, the agreement provides that the property will not be annexed by the City of Corpus Christi so long as 1) the property continues to receive an agricultural exemption and 2) no action is taken by the Owner or his assigns to file a subdivision plat or any related development document regarding the property. If one or more of the above circumstances occur, the City is authorized to commence proceedings to annex all or some of the property, NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. The City Council directs the City's Planning Department to prepare a service plan that provides for the extension of full municipal services to the properties in Industrial Districts No.5, 6, 7, and 8, to be annexed where the property owner does not execute an Industrial District Agreement. Industrial Districts No. 5, 6, 7, and 8 are as shown in Exhibit A and Exhibit B, attached. SECTION 2. The City Manager or designee is authorized to enter into a Development Agreement under Texas Local Government Codes §43.016 and §212.172 with the property owners within Industrial Districts No.5, 6, 7, and 8. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary 2 of 4 EXHIBIT A - Industrial Districts No. 5, 6, and 7 Industrial District#6 TPCO America 1 � F�' Industrial District#T - Reynolds Metals In _fde a r r i � v -sv L Industrial District#5 ~ Nashtec Legend ReFenncQ hems -industrial❑istrpm Northside C.0 Bay Annex Area City Limits=ETJ Parcel Lines 3of4 EXHIBIT B - Industrial District No.8 -SW4W -T, 24.r �.tAj. j'"LAW k,z arxlw PA us. tivlo sw�714"w I I ILL.—.* POINT OF SEGNNING WW*l mw 12�&11 �W,0,40V �24 11hy MUM em, 5 SKIM A t In-JI Z'L -1AU mw*.1k, 1. I is-417 11.W VI AnZ4"W 11:wL t6 Id-,711 1� S,Ing, LIU N WW4:-,w LJA LM L14 K ArQW L k4ALLW T, t L2.p I L16 &MM LV MIX W r mom ul nwmww Rube. x v M, Ub q 921"t ftt&V 7- ;kr sl. 1Z-, I, I ACRES 1,7747 L L; LIP EXHIS�T'R"OFA1.(ICONCACR�E;,TRAC:TWIT.HIN THE CITY OF CORPUS CHRIST1-TEXAS CITY U?ArM EXTRATERRITORIAL JURISWCTION Ii pexa W-52M 4 of 4 DEVELOPMENT AGREEMENT UNDER SECTION 43.016, TEXAS LOCAL GOVERNMENT CODE This Development Agreement (the "Agreement") is entered into pursuant to Sections 43.016 and 212.172, Texas Local Government Code by and between the City of Corpus Christi, Texas (the "City") and (the "Owner"). The term Owner shall include all owners of the Property. The City and the Owner are collectively referred to as the Parties. WHEREAS, the Owner owns parcels of real property in San Patricio County, Texas, which are identified by San Patricio County Appraisal District as Geographic ID: ####- ####- #### and more particularly described in the attached Exhibit A (the "Property") that is appraised for ad valorem tax purposes as land for agricultural, wildlife management, or timber land under Chapter 23, Texas Tax Code; WHEREAS, that Real Property is located in the City of Corpus Christi Extraterritorial Jurisdiction and within Industrial District No . #; WHEREAS, Texas Local Government Code §43.016(b)(1) requires the City to offer to make a development agreement with the Owner that will provide for the continuation of the extraterritorial status of the area and authorize the enforcement of all regulations and planning authority of the municipality that do not interfere with the use of the area for agriculture, wildlife management, or timber; WHEREAS, Texas Local Government Code §43.016 provides that the restriction or limitation on the City's annexation of all or part of the Property under this Agreement is void if the Owner files any type of subdivision plat or related development document for the Property, regardless of how the area is appraised for ad valorem tax purposes; WHEREAS, the Owner desires to have the Property remain in the City's extraterritorial jurisdiction, in consideration for which the Owner agrees to enter into this Agreement; WHEREAS, Texas Local Government Code §43.016(c) provides an area adjacent or contiguous to an area that is the subject of a development agreement under Texas Local Government Code §43.016 is considered adjacent or contiguous to the municipality; WHEREAS, the Owner has been provided written disclosure attached to this agreement as Exhibit B as required by Texas Local Government Code §212.172 and WHEREAS, this Agreement is entered into pursuant to Sections 43.016 and 212.172, Texas Local Government Code. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties hereto agree as follows: Section 1. Term. The term of this Agreement (Term) shall be 15 years from January 1, 2025 to December 31, 2039, unless earlier terminated as herein provided. Page 1 of 8 Section 2. Extraterritorial Jurisdiction Status of Property. Pursuant to Texas Local Government Code §43.016(b)(1)(A), the City guarantees the continuation of the extraterritorial status of the Property identified by San Patricio County Appraisal District as Geographic ID: ####- ####- #### and more particularly described in the attached Exhibit A (the "Property"), its immunity from annexation by the City, and its immunity from City property taxes, for the term of this Agreement, subject to the provisions of this Agreement. Except as provided in this Agreement, the City agrees not to annex the Property, agrees not to involuntarily institute proceedings to annex the Property, and further agrees not to include the Property in a statutory annexation plan for the Term of this Agreement. However, if the Property is annexed pursuant to the terms of this Agreement, then the City shall provide services to the Property pursuant to Chapter 43 of the Texas Local Government Code. Section 3. Authority of Municipality. Pursuant to Texas Local Government Code §43.016(b)(1)(B), the City is authorized to enforce all regulations and planning authority of the municipality that do not interfere with the use of the Property for agriculture, wildlife management, or timber. Section 4. Owner's Obligations. In consideration of the City's agreement not to annex the Property and as a condition of the Property remaining in the City's extraterritorial jurisdiction, the Owner covenants and agrees to the following: (a) The Owner shall not to use the Property for any use other than for agriculture, wildlife management, and/or timber land consistent with Chapter 23 of the Texas Tax Code without the prior written consent of the City. (b) The Owner shall not file any type of subdivision plat or related development document for the Property with a governmental entity that has jurisdiction over the Property, regardless of how the Property is appraised for ad valorem tax purposes. Section 5. Development and Annexation of Property. (a) Pursuant to Texas Local Government Code §212.172, the following occurrences shall be deemed the Owner's petition for voluntary annexation of the Property, and the Property may subsequently be annexed at the discretion of the City Council: (1) The filing of any type of subdivision plat or related development document for the Property with a governmental entity that has jurisdiction over the Property, regardless of how the Property is appraised for ad valorem tax purposes. (2) The Property no longer being appraised for ad valorem tax purposes as land for agricultural, wildlife management, or timber land under Chapter 23, Texas Tax Code, or successor statute, unless the Property is no longer appraised for such purposes because the Legislature has abolished agricultural, wildlife management, or timberland exemptions. Page 2 of 8 (3) The filing for voluntary annexation of the Property into the City by the Owner. (4) The expiration of this Agreement. (5) Upon termination of this Agreement. (b) The Owner agrees that annexation initiated due to an occurrence under Section 5(a) shall be voluntary and the Owner hereby consents to such annexation as though a petition for such annexation had been tendered by the Owner. Section 6. Vested Rights Claims. Pursuant to Texas Local Government Code §43.016(e), this Agreement is not a permit for the purposes of Chapter 245, Texas Local Government Code. The Owner hereby waives any and all vested rights and claims that the Owner may have under §43.002(a)(2) and Chapter 245 of the Texas Local Government Code that would otherwise exist by virtue of any actions Owner takes or has taken in violation of Section 5 herein. The Owner further waives any and all vested rights and claims that the Owner may have under §43.002(a)(2) and Chapter 245 of the Texas Local Government Code that would otherwise exist by virtue of any application, plan, plat or construction the Owner may file or initiate with respect to the Property following the expiration of this Agreement prior to annexation of the Property by the City, provided that the City initiates annexation proceedings within one year following the expiration of this Agreement. Section 7. Conveyance of the Property. Conveyance of the Property or portions thereof is allowed under this Agreement. This Agreement constitutes a covenant running with the land, and all successive future owners will be to the same extent bound by and will have the same right to invoke and enforce, its provisions as the original signers of this agreement. Conveyance of the Property or portions thereof to subsequent owners does not trigger a request for voluntary annexation. Section 8. Notice. Any person who sells or conveys any portion of the Property shall, prior to such sale or conveyance, give written notice of this Agreement to the prospective purchaser or grantee. Any person who sells or conveys any portion of the Property shall, give written notice of the sale or conveyance to the City within 30 days of such sale or conveyance. Furthermore, the Owner and the Owner's heirs, successor, and assigns shall give the City written notice within 14 days of any change in the agricultural exemption status of the Property. A copy of the notices required by this Section shall be sent by personal delivery or certified mail, return receipt requested, to the City at the following address: City of Corpus Christi Attn: City Manager PO Box 9277 Corpus Christi, Texas 78469-9277 Section 9. Covenant Running with the Land. This Agreement shall run with the Property and be recorded in the real property records of San Patricio County, Texas. The Owner and the City acknowledge and agree that this Agreement is binding upon the City and the Owner and their respective successors, executors, heirs, and assigns, as Page 3 of 8 applicable, for the term of this Agreement and constitutes a covenant running with the land. Section 10. Severability. If any provision of this Agreement is held by a court of competent and final jurisdiction to be invalid or unenforceable for any reason, then the remainder of the Agreement shall be deemed to be valid and enforceable as if the invalid portion had not been included. Section 11. Amendment and Modifications. This Agreement may be amended or modified only in a written instrument that is executed by both the City and the Owner after it has been authorized by the City Council. Section 12. Gender, Number and Headings. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, unless the context otherwise requires. The headings and section numbers are for convenience only and shall not be considered in interpreting or construing this Agreement. Section 13. Governmental Immunity; Defenses. Nothing in this Agreement shall be deemed to waive, modify, or amend any legal defense available at law or in equity to either the City or Owner, including governmental immunity, nor to create any legal rights or claims on behalf of any third party. Section 14. Enforcement; Waiver. This Agreement may be enforced by any Owner or the City by any proceeding at law or in equity. Failure to do so shall not be deemed a waiver to enforce the provisions of this Agreement thereafter. Section 15. Effect of Future Laws. No subsequent change in the law regarding annexation shall affect the enforceability of this Agreement or the City's ability to annex the properties covered herein pursuant to the terms of this Agreement. Section 16. Venue and Applicable Law. Venue for this Agreement shall be in Nueces County, Texas. This Agreement shall be construed under and in accordance with the laws of the State of Texas. Section 17. Counterparts. This Agreement may be separately executed in individual counterparts and, upon execution, shall constitute one and same instrument. Section 18. Sections to Survive Termination. This Agreement shall survive its termination to the extent necessary for the implementation of the provisions related to annexation of the Property into the City. Section 19. Reservation of City Rights. The City states and specifically reserves its authority pursuant to Chapter 251 of the Texas Local Government Code to exercise eminent domain over property that is subject to a Chapter 43 and/or Chapter 212 development agreement. Section 20. Authorization. That all parties and officers signing this Agreement warrant to be duly authorized to execute this Agreement. Page 4 of 8 Entered into this day of , 2024. Owner: By THE STATE OF § COUNTY OF § This instrument was acknowledged before me on the day of , 2024, by, Notary Public, State of Page 5 of 8 City of Corpus Christi: ATTEST: By: By: Peter Zanoni Rebecca Huerta City Manager City Secretary STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on this day of 2024, by Rebecca Huerta, City Secretary, of the City of Corpus Christi, a Texas home-rule municipal corporation, on behalf of said corporation. Notary Public, State of Texas STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on this day of , 2024, by Peter Zanoni, City Manager, of the City of Corpus Christi, a Texas home-rule municipal corporation, on behalf of said corporation. Notary Public, State of Texas APPROVED AS TO FORM: Buck Brice date Deputy City Attorney for the City Attorney Page 6 of 8 Exhibit A SAN PATRICIO COUNTY APPRAISAL DISTRICT GEOGRAPHIC ID: ####- ####- ####, including but not limited to the tract as described in a deed recorded in Document Number ##########, Deed Records of San Patricio County, Texas, and the metes and bounds description herein LEGAL DESCRIPTION OF THE PROPERTY Page 7 of 8 Exhibit B DEVELOPMENT AGREEMENT DISCLOSURE (1) The landowner is not required to enter into the Development Agreement or any other development or annexation agreement. (2) The City of Corpus Christi is authorized to annex the Property pursuant to the Texas Constitution, Texas Local Government Code Chapter 43, and the Corpus Christi City Charter, including Texas Constitution Art. XI, § 5, Texas Local Government Code §43.0116 and Corpus Christi City Charter Art. 1 , §2. (3) The City Council can direct the City's Planning Department to create a service plan for the area to be annexed. Following two public hearings, the land may be annexed by adoption of an ordinance. (4) The annexation procedure does not require the landowner's consent. (5) Except to the extent required by State law, the City of Corpus Christi does not waive immunity to suit. Texas Local Government Code §212.172(i) provides "A municipality that enters into a contract waives immunity from suit for the purpose of adjudicating a claim for breach of the contract." Furthermore, Texas Local Government Code 43.908 provides "(a) This chapter may be enforced only through mandamus or declaratory or injunctive relief. (b) A political subdivision's immunity from suit is waived in regard to an action under this chapter. (c) A court may award court costs and reasonable and necessary attorney's fees to the prevailing party in an action under this chapter." Page 8 of 8 se 0 0 PH P AGENDA MEMORANDUM NCORPO0.1¢ First Reading Ordinance for the City Council Meeting of October 15, 2024 ss52 Second Reading Ordinance for the City Council Meeting of October 22, 2024 DATE: August 27, 2024 TO: Peter Zanoni, City Manager FROM: Randy Almaguer, Compliance Officer, CCREDC (361) 882-7448 ralmaguer@ccredc.com Type B Economic Development Grant for Del Mar College: Enhanced Skills Training for High Demand Careers CAPTION: Ordinance authorizing an agreement between the Corpus Christi B Corporation (Type B) and Del Mar College Foundation Inc., for the equipment needed for five different programs for enhanced skills training effective upon signature of the City Manager or designee: appropriating funds in the amount of$1,897,870.00 from the Type B Economic Development Fund. (6 votes required) SUMMARY: This ordinance authorizes an agreement with Del Mar College Foundation Inc. to enhance five existing programs with state-of-the-art tools and equipment. BACKGROUND AND FINDINGS: During the Corpus Christi B Corporation special meeting on August 19, 2024, meeting, the Type B Corporation unanimously approved the agreement between the Type B Corporation and the Del Mar College Foundation Inc. The Del Mar Enhanced Skills Program is part of a broader initiative to strengthen our workforce. This program is aligned with our strategic goals to support educational institutions in developing the skills required for the future job market. This program is anticipated to significantly contribute to local economic development by providing well-trained professionals to meet the demands of the region's key industries. Program Details: Industrial Instrumentation $728,000 Artificial Intelligence and Geospatial Visualization Laboratory $128,000 Engineering and Robotics $154,370 Chemistry Laboratory Technicians $532,500 Industrial Machining $355,000 Total $1,897,870 • Target Industries: Industrial Instrumentation, Artificial Intelligence and Geospatial Visualization, Engineering and Robotics, Chemistry Laboratory Technicians, and Industrial Machining and Welding. Objectives: • Enhance Workforce Skills: Equip students with advanced skills in high-demand areas. • Support Local Industries: Provide a skilled workforce to support the growth and competitiveness of local industries. • Promote Economic Development: Contribute to the region's economic development by reducing the skills gap and increasing employment opportunities. Benefits: • Job Creation: The program is expected to create job opportunities by equipping individuals with the necessary skills to enter high-demand fields. • Economic Growth: Enhanced skills and training will attract businesses and industries to the region, fostering economic growth. • Educational Advancement: The program supports Del Mar College's mission to provide high-quality education and training, enhancing the college's reputation and capability. Implementation Plan: • Phase 1: Curriculum development and acquisition of necessary equipment and resources. • Phase 2: Recruitment of qualified instructors and initial student enrollment. • Phase 3: Program launch and continuous monitoring and evaluation for quality assurance. During the CCREDC Board of Directors (BOD) meeting on August 8, 2024, The BOD made a motion to recommend this program to the Type B Corporation with their full support. ALTERNATIVES: The council could choose to not fund this agreement or could choose to fund at a lesser amount. FINANCIAL IMPACT: The financial impact is an amount not to exceed $1,897,870.00 to be funded with the Type B Economic Development Fund in FY 2025. Funding Detail: Fund: 1146 Economic Development Fund Organization/Activity: 15020 Small Business Projects Mission Element: Project # (CIP Only): Account: 530000 Professional Services Expense Amount: $1,897,870.00 RECOMMENDATION: Staff recommends approval of the Del Mar College Foundation Inc. agreement in an amount not to exceed $1,897,870.00 to be funded by the Corpus Christi B Corporation in FY 2025. LIST OF SUPPORTING DOCUMENTS: Agreement Ordinance PowerPoint Presentation BUSINESS INCENTIVE AGREEMENT BETWEEN THE CORPUS CHRISTI B CORPORATION AND DEL MAR COLLEGE FOUNDATION FOR EXPANSION OF ENHANCED SKILLS TRAINING FOR HIGH DEMAND CAREERS PROGRAM This Business Incentive Agreement for Capital Investments and Education/Job Training ("Agreement") is entered into between the Corpus Christi B Corporation ("Corporation") and Del Mar College Foundation, Inc. ("Del Mar Foundation"), a 501(c)(3) foundation supporting Del Mar College, a political subdivision of the State of Texas. WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vernon's Texas Revised Civil Statutes (Development Corporation Act of 1979), now codified as Subtitle C1, Title 12, Texas Local Government Code, Section 504.002 et seq, ("the Act"), empowered local communities with the ability to adopt an optional local sales and use tax as a means of improving the economic health and prosperity of their citizens; WHEREAS, on November 8, 2016, residents of the City of Corpus Christi, Texas ("City") passed Proposition 1, Adopted Type B Sales Tax to Replace Expiring Portion of Type A Sales Tax, which authorized the adoption of a sales and use tax to be administered by a Type B Corporation at the rate of one-eighth of one percent to be imposed for 20 years with use of the proceeds for (1) 50% to the promotion and development of new and expanded business enterprises to the full extent allowed by Texas law, (2) $500,000 annually for affordable housing, and (3) the balance of the proceeds for the construction, maintenance and repair of arterial and collector streets and roads; WHEREAS, the 1/8th cent sales tax authorized by passage of Proposition 1 was subsequently enacted by the City Council and filed with the State Comptroller of Texas, effective April 1, 2018, to be administered by the Corpus Christi B Corporation Board; WHEREAS, the Corpus Christi 8 Corporation exists for the purposes of encouraging and assisting entities in the creation of jobs and job training for the citizens of Corpus Christi, Texas; WHEREAS, the Board of Directors of the Corporation ("Board"), on August 16, 2021, amended the Corporation's Guidelines and Criteria for Granting Business Incentives ("Type B Guidelines"), which the City Council approved on August 31, 2021; WHEREAS, Section 501,073 of the Act requires the City Council to approve all programs and expenditures of the Corporation; WHEREAS, Del Mar Foundation intends to help Del Mar College's ENHANCED SKILLS TRAINING FOR HIGH DEMAND CAREERS PROGRAM address the region's growing Page 1 of 13 Del Mar Foundation Agreement need for skilled technicians in industrial instrumentation, artificial intelligence, geospatial visualization, robotics, engineering, chemistry technicians, and related fields; WHEREAS, Del Mar College proposes to expand its abilities to deliver training in these areas by adding training in industrial instrumentation, artificial intelligence, geospatial visualization, robotics, engineering, chemistry technicians to further support our area's workforce needs; WHEREAS, local industries produce meaningful, wealth producing jobs which bring in dollars from outside Corpus Christi into the City; WHEREAS, the industrial instrumentation, artificial intelligence, geospatial visualization, robotics, engineering, chemistry technicians and related training expansion will further Del Mar College's mission of education and economic development; and In consideration of the covenants, promises, and conditions stated in this Agreement, the Corpus Christi B Corporation and Del Mar Foundation agree as follows: 1. Effective Date. The effective date of this Agreement ("Effective Date") is the latest date that either party executes this Agreement or the date that it is approved by City Council, whichever is later. 2. Term. The term of this Agreement is for two years beginning on the Effective Date. 3, Performance Requirements and Grants. a. Del Mar Foundation shall purchase state-of-the-art equipment essential for improving the educational experience and meeting workforce demands. The following are the essential equipment Del Mar Foundation will purchase: Industrial Instrumentation $728,000 Artificial Intelligence and Geospatial Visualization $128,000 Laboratory -Engineering and Robotics $154,370 -Chemistry Laboratory $532,500 Industrial Machining $355,000 Totallj 1,8971870 Page 2 of 13 Del Mar FoundadonAgreemenl b. The Corporation will reimburse Del Mar Foundation for the costs incurred by Del Mar Foundation to acquire the equipment to expand the Del Mar College Enhanced Skills Training for High-Demand Careers Program. The amount reimbursed by the Corporation may not exceed $1,897,870.00, Section 501.101 of the Texas Development Corporation Act specifically allows funding for equipment that is for the creation or retention of primary jobs that are found by the board of directors to be required or suitable for the development, retention, or expansion of primary job training facilities for use by institutions of higher education such as Del Mar College. c. On the annual anniversary of the effective date of this agreement, Del Mar Foundation shall report to the Corporation the number of professors,educators on staff and students completing the Enhanced Skills Training for High-Demand Careers Program at Del Mar College during the previous year. The report will include the number of professors, educators on staff and the number of students enrolled in and completing the industrial instrumentation, artificial intelligence and geospatial visualization, engineering and robotics, chemistry laboratory technicians and industrial machining and welding programs. d. The Del Mar College Foundation will include appropriate naming recognition. The Foundation will recognize the Corpus Christi Type B Corporation as the benefactor on and/or near the equipment provided via this grant and in a location visible to facility visitors. e. Utilization of Local Contractors and Suppliers. Del Mar Foundation agrees to exercise reasonable efforts in utilizing local contractors and suppliers in the construction of the Project, except where not reasonably possible to do so without added expense, substantial inconvenience, or sacrifice in operating efficiency in the normal course of business, with a goal of 50% of the total dollar amount of all construction contracts and supply agreements being paid to local contractors and suppliers. For the purposes of this section, the term "local' as used to describe manufacturers, suppliers, contractors, and labor includes firms, businesses, and persons who reside in or maintain an office within a 50-mile radius of Nueces County. Del Mar Foundation agrees, during the construction of the Project and for four years after Completion, to maintain written records documenting the efforts of Del Mar Foundation to comply with the Local Requirement, and to provide an annual report to the City Manager of the City, or designee, from which the City Manager or designee shall determine if Del Mar Foundation is in compliance with this requirement. Failure to substantially comply with this requirement, in the sole determination of the City Manager or designee, shall be a default hereunder Page 3 of 13 Del Mar Foundation Agreement f. Utilization of Disadvantaged Business Enterprises Del Mar Foundation agrees to exercise reasonable efforts in utilizing contractors and suppliers that are determined to be disadvantaged business enterprises, including minority business enterprises women- owned business enterprises and historically-underutilized business enterprises. In order to qualify as a business enterprise under this provision, the firm must be certified by the City, the Regional Transportation Authority or another governmental entity in the jurisdiction of the home office of the business as complying with state or federal standards for qualification as such an enterprise. Del Mar Foundation agrees to a goal of 30% of the total dollar amount of all construction contracts and supply agreements being paid to disadvantaged business enterprises, with a priority made for disadvantaged business enterprises which are local. Del Mar Foundation agrees, during the construction of the Project and for four years after Completion, to maintain written records documenting the efforts of Del Mar Foundation to comply with the DBE Requirement, and to provide an annual report to the City Manager or designee, from which the City Manager or designee shall determine if Del Mar Foundation is in compliance with this requirement. Failure to substantially comply with this requirement, in the sole determination of the City Manager or designee, shall be a default hereunder. For the purposes of this section, the term "local" as used to describe contractors and suppliers that are determined to be disadvantaged business enterprises, including minority business enterprises, women-owned business enterprises and historically-underutilized business enterprises includes firms, businesses, and persons who reside in or maintain an office within a 50-mile radius of Nueces County. g. Warranties. Del Mar Foundation warrants and represents to Corporation the following: a. Del Mar Foundation is a 501(c)(3) organization and 509(a)(1) public charity under the Internal Revenue Code, duly organized, validly existing, and in good standing under the laws of the State of Texas, has all corporate power and authority to carry on its business as presently conducted in Corpus Christi, Texas. b. Del Mar Foundation has the authority to enter into and perform, and will perform, the terms of this Agreement to the best of its ability. Page 4 of 13 Del Mar FoundaUon Agreement c. Del Mar Foundation has timely filed and will timely file all local, State, and Federal tax reports and returns required by Taws to be filed and all taxes, assessments, fees, and other governmental charges, including applicable ad valorem taxes, have been timely paid, and will be timely paid, during the term of this Agreement. d. Del Mar Foundation has access to the Texas Development Corporation Act, Subtitle C1, Title 12, Texas Local Government Code, on the State of Texas' website, and acknowledges that the funds granted in this Agreement must be utilized solely for purposes authorized under State law and by the terms of this Agreement. e. The parties executing this Agreement on behalf of Del Mar Foundation are duly authorized to execute this Agreement on behalf of Del Mar Foundation. f. Del Mar Foundation does not and agrees that it will not knowingly employ an undocumented worker. If, after receiving payments under this Agreement, Del Mar Foundation is convicted of a violation under §U.S.C. Section 1324a(f), Del Mar Foundation shall repay the payments received under this Agreement to the City, with interest at the Wall Street Journal Prime Rate, not later than the 1201h day after the date Del Mar Foundation has been notified of the violation. h. Compliance with Laws. During the Term of this Agreement, Del Mar Foundation shall observe and obey all applicable laws, ordinances, regulations, and rules of the Federal, State, county, and city governments. i. Non-Discrimination. Del Mar Foundation covenants and agrees that Del Mar Foundation will not discriminate nor permit discrimination against any person or group of persons, with regard to employment and the provision of services at, on, or in the Facility, on the grounds of race, religion, national origin, marital status, sex, age, disability, or in any manner prohibited by the laws of the United States or the State of Texas, Page 5 of 13 Del Mar Foundation Agreement j. Force Majeure. If the Corporation or Del Mar Foundation are prevented, wholly or in part, from fulfilling its obligations under this Agreement by reason of any act of God, unavoidable accident, acts of enemies, fires, floods, governmental restraint or regulation, other causes of force majeure, or by reason of circumstances beyond its control, then the obligations of the Corporation or Del Mar Foundation are temporarily suspended during continuation of the force majeure. If either party's obligation is affected by any of the causes of force majeure, the party affected shall promptly notify the other party in writing, giving full particulars of the force majeure as soon as possible after the occurrence of the cause or causes relied upon. k. Assignment. Del Mar Foundation may not assign all or any part of its rights, privileges, or duties under this Agreement without the prior written approval of the Corporation and City. Any attempted assignment without approval is void and constitutes a breach of this Agreement. I. Indemnity. To the extent authorized by law, Del Mar Foundation covenants to fully indemnify, save, and hold harmless the Corporation, the City, and their respective officers, employees, and agents ("Indemnitees'?against all liability, damage, loss, claims demands, and actions of any kind on account of personal injuries (including, without limiting the foregoing, workers' compensation and death claims), or property loss or damage of any kind, which arise out of or are in any manner connected with, or are claimed to arise out of or be in any manner connected with Del Mar Foundation activities conducted under or incidental to this Agreement, including any injury, loss or damage caused by the sole or contributory negligence of any or all of the Indemnitees. Del Mar Foundation must, at its own expense, investigate all those claims and demands, attend to their settlement or other disposition, defend all actions based on those claims and demands with counsel satisfactory to Indemnitees, and pay all charges of attorneys and all other cost and expenses of any kind arising from the liability, damage, loss, claims, demands, or actions. Page 6 of 13 Del Mar Agreement 2024 m. Events of Default by Del Mar fl-`oundation The following events constitute a default of this Agreement by Del Mar Foundation: a. The Corporation or City determines that any representation or warranty on behalf of ;gel Mar Foundation contained in this Agreement or in any f nancial statement, certificate, report, or opinion submitted to the Corporation in connection with this Agreement was incorrect or misleading in any material respect when made; b. Any judgment is assessed against Del Mar Foundation or any attachment or other levy against the property of Del Mar Foundation with respect to a claim remains unpaid, undischarged, or not dismissed for a period of 120 days. c. Del Mar Foundation makes an assignment for the benefit of creditors. d. Del Mar Foundation files a petition in bankruptcy or is adjudicated insolvent or bankrupt. e. If taxes owed by Del Mar Foundation become delinquent, and Del Mar Foundation fails to timely and properly follow the legal procedures for protest or contest. f. Del Mar Foundation changes the general character of business as conducted as of the date this Agreement is approved by the Corporation. g. Del Mar Foundation fails to comply with one or more terms of this Agreement. n. Notice of Default. Should the Corporation or City determine that Del Mar Foundation is in default according to the terms of this Agreement, the Corporation or City shall notify Del Mar Foundation in writing of the event of default and provide 60 days from the date of the notice ("Cure Period") for Del Mar Foundation to cure the event of default. o. Results of Uncured Default by Del Mar Foundation. After exhausting good faith attempts to address any default during the Cure Period and taking into account any extenuating circumstances that might have occurred through no fault of Del Mar Foundation, as determined by the Board of Directors of the Corporation, the following actions must be taken for any default that remains uncured after the Cure Period. Page 7 of 13 Del Mar Agreement 2024 a. Del Mar Foundation shall immediately repay all funds paid by Corporation to them under this Agreement. b. Del Mar Foundation shall pay Corporation reasonable attorney fees and costs Of court to collect amounts due to Corporation if not immediately repaid upon demand from the Corporation. c. Upon payment by Del Mar Foundation of all sums due, the Corporation and Del Mar Foundation shall have no further obligations to one another under this Agreement. p. No Waiver. a. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, constitutes a waiver of any subsequent breach of the covenant or condition of the Agreement. b. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, justifies or authorizes the nonobservance on any other occasion of the covenant or condition or any other covenant or condition of this Agreement. c. Any waiver or indulgence of Del Mar Foundation's default may not be considered an estoppel against the Corporation. d. It is expressly understood that if at any time Del Mar Foundation is in default in any of its conditions or covenants of this Agreement, the failure on the part of the Corporation to promptly avail itself of the rights and remedies that the Corporation may have, will not be considered a waiver on the part of the Corporation, but Corporation may at any time avail itself of the rights or remedies or elect to terminate this Agreement on account of the default. q. Del Mar Foundation specifically agrees that Corporation shall only be liable to Del Mar Foundation for the actual amount of the money grants to be conveyed to Del Mar Foundation and shall not be liable to Del Mar Foundation for any actual or consequential damages, direct or indirect, interest, attorney fees, or cost of court for any act of default by Corporation under the terms of this Agreement Payment by Corporation is strictly limited to those funds so allocated, budgeted, and collected solely during the grant term of this Agreement. Corporation shall use its best efforts to anticipate economic conditions and to budget accordingly. However, it is further understood and agreed Page 8 of 13 Del Mar Agreement 2024 that, should the actual total sales tax revenue collected for any one year be less than the total amount of grants to be paid to all contracting parties with Corporation for that year, then in that event, a`I contracting parties shall receive only their pro rats share of the available sales tax revenue for that year, less Corporation's customary and usual costs and expenses, as compared to each contracting parties' grant amount for that year, and Corporation shall not be liable for any deficiency at that time or at any time in the future. In this event, Corporation will provide all supporting documentation, as requested. Payments to be made shall also require a written request from Del Mar Foundation to be accompanied by all necessary supporting documentation. r. The parties mutually agree and understand that funding under this Agreement is subject to annual appropriations by the City Council; that each fiscal year's funding must be included in the budget for that year; and the funding is not effective until approved by the City Council. s. Notices. a. Any required written notices shall be sent mailed, certified mail, postage prepaid, addressed as follows: Del Mar Foundation: Del Mar College Foundation Attn: Executive Director of Development 101 Baldwin Blvd. Corpus Christi, Texas 78404 Corporation: City of Corpus Christi Business and Job Development Corporation Attn.: Executive Director 1201 Leopard Street Corpus Christi, Texas 78401 b. A copy of all notices and correspondence must be sent the City at the following address: City of Corpus Christi Attn.: City Manager P.O. Box 9277 Corpus Christi, Texas 78469-9277 Page 9 of 13 Del Mar Agreement 2024 c. Notice is effective upon deposit in the United States mail in the manner provided above. t. Incorporation of other documents. The Type A Guidelines, as amended, are incorporated into this Agreement by reference as if fully set out here in their entirety. u. Amendments or Modifications. No amendments or modifications to this Agreement may be made, nor any provision waived, unless in writing signed by a person duly authorized to sign Agreements on behalf of each party v. Relationship of Parties. In performing this Agreement, both the Corporation and Del Mar Foundation will act in an individual capacity, and not as agents, representatives, employees, employers, partners, joint-venturers, or associates of one another. The employees or agents of either party may not be, nor be construed to be, the employees or agents of the other party for any purpose. w. Captions. The captions in this Agreement are for convenience only and are not a part of this Agreement. The captions do not in any way limit or amplify the terms and provisions of this Agreement. x. Severability. a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Agreement or the application of this Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the definite intent of the parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word of this Agreement be given full force and effect for its purpose. b. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Agreement, then the remainder of this Agreement is not affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Agreement automatically. Page 10 of 13 Del Mar Agreement 2024 y. Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas. z. Sole Agreement and Survival. This Agreement constitutes the sole Agreement between Corporation and Del Mar Foundation. Any prior Agreements, promises, negotiations, or representations, verbal or otherwise, not expressly stated in this Agreement, are of no force and effect. Survival of terms of Agreement and obligations of parties - the terms of this Agreement and the obligation of the parties shall survive the termination of this Agreement. APPROVED AS TO FORM: 161h day of August, 2024 4'��— r,-—,&5��� Jacqueline Salinas-Bazan Assistant City Attorney For City Attorney Corpus Christi B Corporation AGREED BY PARTIES: l By: tL �x L- o i� Leah Pagan6blivarri President, Corpus Christi B Corporation Date: aca/�4t Attest: Rebecca Huerta Assistant Secretary Page 11 of 13 Del Mar Agreement 2024 Del Mar College Foundation, Inc. By: -fy� A��o Executive Director of Develop Date: THE STATE OF TEXAS § § COUNTY OF NUECES § This instrument was acknowledged before me on &6uS4 a3 , 2024, by ka+t hew b y Executive Director of Development, Del Mar College Foundation, Inc. ....P"di LAURA LEAL ESTRADA :Notary Public,State of Texas r tu�i- 0�-+� ►�� a� =N. 'f Comm.Expires 02-05-2025 Notary Public Notary ID 18A 1485 State of Texas Page 12 of 13 Del Mar Agreement 2024 Page 13 of 13 Del Mar Agreement 2024 Ordinance authorizing an agreement between the Corpus Christi B Corporation (Type B) and Del Mar College Foundation Inc., for the equipment needed for five different programs for enhanced skills training effective upon signature of the City Manager or designee: appropriating funds in the amount of $1,897,870.00 from the Type B Economic Development Fund. WHEREAS, the Corpus Christi B Corporation and the Del Mar College Foundation, I nc., entered into an agreement for equipment needed for five different programs for enhanced skills training;and WHEREAS, Del Mar will purchase equipment needed to promote and develop jobs for critical workforce needs in the South Texas Coastal Bend region. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the City Manager or designee is allowed to execute this Agreement to appropriate funds in the amount of $1,897,870.00 to Del Mar for the purchase of equipment needed to promote and develop jobs for critical workforce needs in the South Texas Coastal Bend region. Del Mar will upgrade and expand its education equipment for training programs in Industrial Instrumentation, Artificial Intelligence, Geospatial Visualization, Engineering and Robotics, Chemistry Lab Technicians, and Industrial Machining. This specialized training for primary jobs will be done through Del Mar College's Enhanced Skills Training for High Demand Careers Program. SECTION 2. That $1 ,897,870.00 from the Type B Corporation is appropriated to fund this Agreement with Del Mar College foundation, Inc. for the equipment needed for five different programs for enhanced skills training. That the foregoing ordinance was read for the first time and passed to its first reading on this the day of , 2024. That the foregoing ordinance was read for the second time and passed finally on this the of , 2024. 1 PASSED AND APPROVED on the day of , 2024: ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Paulette Guajardo City Secretary Mayor 2 Enhanced, Skills Training for High -Demand Careers Innovative Workforce Development for Corpus Christi September 2024 DEL MAR COLLEGE i, v.. s•i'�► ; . `jai■ \��►��.� ,, - � �, r/ ���. _ . �.; ; . CCREDC Mission Alignment Aligning Our Efforts to Drive Economic Growth Mission Statement Promoting economic growth through education and skilled workforce development. Purpose Funding the Enhanced Skills Training for High-Demand Careers pathway with Del Mar College (DMC). Goal Address critical workforce needs and shortages in Corpus Christi. Executive Summa RDel Mar Enhanced Skills for Hi mand Careers Challenge Corpus Christi and the region faces a shortage of skilled workers for local job opportunities. Proactive Programs r' Five existing Del Mar College programs are working to address this issue by sustaining and expanding the workforce. w a� Enhanced Training This funding aims to equip these programs with cutting-edge tools, facilitating hands-on learning, increasing skill workers, and accelerating on-boarding processes. COLLEGEIrl-KNAKC DEL MAR Funding Request Overview SKILL Amount L. Industrial Instrumentation $728,000 1Artificial Intelligence111 VP �k Engineering and Robotics $154,370 g� g r0'• Chemistry Laboratory11 I�♦ Industrial Machining and Welding $355,500 Total - • 1 DEL MAR COLLEGE Program Funding Impact and Benefits Industrial Instrumentation Chemistry Lab Technicians • Elevated training for technicians • Essential skills for chemical testing • Local job growth potential = 14% • Local job growth potential = 12% • Average salary = $83,200 • Average salary = $58,240 Al and Geospacial Visualization Industrial Machining and Welding • Advanced computer workstations • Hands-on training with CNC and plasma cutting • Local job growth potential = 10 - 24% tools • Average salary = $58,936 - $124,800 • Local job growth potential = 15% • Average salary = $53,768 - $92,993 Engineering and Robotics • Cutting-edge equipment for multiple disciplines • Local job growth potential = 10 - 15% • Average salary = $65,000 - $90,000 —1 � o �n bb Program Funding and Employers Impacted Industrial Instrumentation Cheniere Energy, Inc. Chemistry Lab Technicians Enbridge Valero Tesla Flint Hills Resources Al and Geospacial Visualization Department of State Health Services Port of Corpus Christi Industrial Machining and Welding City of Corpus Christi Chemours Percheron Operating, LLC CCAD Engineering and Robotics Gulf Coast Growth Ventures (ExxonMobil, SABIC) Schneider Electric Steel Dynamics Del Mar College partners with local employers to match programs Dixie Iron Works, Ltd. with regional job needs. CHENIERE ENswvw T= 5 L n 1 Schneider- Sow>SreetUynaM1CS,tne: PERCHERON �Elec cric FLINT HILLS •cUEFC0UT F e r o e s TES C Chemours GROWTH VENTURES Valero x..n,ax m.=erv„e, VENTURES Competing Texas Metropolitan Programs Austin San Antonio Austin Community College Bond Programs Alamo Academies Dollars raised through local bond measures to Utilization of local sales tax incentives to Alamo enhance workforce training programs in: Colleges District in support of specialized training: •Health Sciences °Aerospace •Information Technology °Manufacturing oAdvanced Manufacturing oInformation Technology oAdvanced Manufacturing `Dallas 3Houston High Demand Job Training Program Houston Community College Workforce Program Partnership with local workforce boards and the Funded via local property tax revenues; specialty EDC to provide funding for: workforce training centers providing training in: oAdvanced Manufacturing oHealthcare •Information Technology o Energy •Energy o Logistics nP DEL MAR AC COLLEGE Strategic Importance 1. Attraction and Retention via Innovation: • Aligns with Del Mar College's mission to provide quality education and workforce preparation for Corpus Christi. 2. Workforce Development: • Develop a pipeline and steady supply of skilled K workers for high-demand careers. ' • Positions and solidifies Corpus Christi as a technical education and workforce hub. 3. Competition: • Competition from San Antonio, Houston, Austin and Dallas: risk of losing our local talent and youth to competitive workforce programs, markets, and cities. COLLEGEDEL MAR DEL MAR COLLEGE se 0 0 U NCORPO0.1¢ AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting October 15, 2024 DATE: October 2, 2024 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, CPA CGFO Assistant City Manager Heatherh3@cctexas.com (361) 826 -3506 A one reading ordinance approving and authorizing the issuance and sale of the City of Corpus Christi, Texas, special assessment revenue bonds, series 2024 (Whitecap Public Improvement District No. 1 Improvement Area #1 project); approving the 2024 annual update to the service and assessment plan and assessment roll for Whitecap Public Improvement District No. 1; and approving and authorizing related agreements. CAPTION: A one reading ordinance approving and authorizing the issuance and sale of the City of Corpus Christi, Texas, special assessment revenue bonds, series 2024 (Whitecap Public Improvement District No. 1 Improvement Area #1 project) in the amount of$20,700,000; approving the 2024 annual update to the service and assessment plan and assessment roll for Whitecap Public Improvement District No. 1; and approving and authorizing related agreements. SUMMARY: This one reading ordinance will approve the issuance of Public Improvement District (PID) bonds for the Whitecap Public Improvement District No. 1 for reimbursement for the costs per the Service and Assessment Plan (SAP) for Improvement Area #1. BACKGROUND AND FINDINGS: In September 2021 Diamond Beach Holdings applied for a Public Improvement District (PID) on North Padre Island for a master planned community that would come to be known as Whitecap. In February 2022 the City received a PID petition from Diamond Beach for the proposed PID that was followed by a revised petition received on April 8, 2022. A PID allows for an additional amount to be assessed on properties within the district which can be used to pay for the cost of public infrastructure or amenities that benefit the properties within the district. These costs can be reimbursed on a pay-as-you-go basis, or the City can issue bonds secured by the revenues generated by the assessments. On May 17, 2022, City Council held a public hearing and then approved a resolution authorizing the creation of Whitecap Public Improvement District No. 1. Improvement Area #1 includes approximately 55.9 acres out of the total 242.0 acres development area and will have 199 lots developed with single-family houses. The authorized improvements include improvements to the Preserve park area, streets, drainage, water, wastewater, soft costs related to design, construction and installing these projects, bond issuance costs, and other costs including administrative costs. Total costs estimated to be incurred for the allowed infrastructure in Improvement Area #1 is $45.1 million. Of that $20.7 million will be reimbursed through the issuance of PID bonds, $2.4 million will be reimbursed in a future improvement area, and the remainder of$22.0 million will be funded by the developer. PID debt is non-recourse to the City. The bonds are backed by the assessments on the property only within the PID and not by the City's ad valorem taxes. The issuance of PID debt by the City does not affect the City's bonding capacity. Authorized Improvements for Improvement Area #1 Cost Preserve $3.2M Streets $17.1 M Drainage $1.6M Water $1.7M Wastewater $3.2M Soft Costs $3.4M Community Amenities, Parks, & Landscaping $10.7M Debt Service Reserve $1.8M Cost of Issuance, Underwriter's Discount, Admin Fund $2.4M Total $45.1 M Funding for Improvements in Improvement Area #1 PID Bonds-Improvement Area #1 $20.7M Future Improvement Area $2.4M Developer Contribution $22.OM Total $45.1 M ALTERNATIVES: City Council could choose to approve the issuance of the PID bonds. FISCAL IMPACT: The fiscal impact is the issuance of$20.7M in PID bonds which will be paid through assessments levied on properties withing the District. RECOMMENDATION: Staff recommends that City Council approves the issuance of the PID bonds. LIST OF SUPPORTING DOCUMENTS: Ordinance Updated Service & Assessment Plan Presentation ORDINANCE NO. ONE READING ORDINANCE APPROVING AND AUTHORIZING THE ISSUANCE AND SALE OF THE CITY OF CORPUS CHRISTI, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 (WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 IMPROVEMENT AREA #1 PROJECT); APPROVING THE 2024 ANNUAL UPDATE TO THE SERVICE AND ASSESSMENT PLAN AND ASSESSMENT ROLL FOR WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1; AND APPROVING AND AUTHORIZING RELATED AGREEMENTS. WHEREAS, the City of Corpus Christi, Texas (the "City"), pursuant to and in accordance with the terms, provisions and requirements of the Public Improvement District Assessment Act, Chapter 372, Texas Local Government Code (the "PID Act"), has previously established the "Whitecap Public Improvement District No. 1" (the "District"), pursuant to Resolution No. 032761 adopted by the City Council of the City (the "City Council") on May 17, 2022; and WHEREAS, pursuant to the PID Act, the City Council published notice of and convened a public hearing on February 13, 2024, regarding the levy of special assessments against benefitted property located within the first construction phase of the District ("Improvement Area #1"), and, after hearing testimony at such public hearing, the City Council closed the public hearing and adopted an ordinance levying assessments against the benefitting property within Improvement Area #1 (the "Assessment Ordinance") on February 20, 2024; and WHEREAS, in the Assessment Ordinance, the City Council approved and accepted the Whitecap Public Improvement District Improvement Area#1 Service and Assessment Plan, dated February 20, 2024 (as updated, amended, and/or restated, the "Service and Assessment Plan") relating to the District and levied special assessments (the"Improvement Area #1 Assessments") against the Improvement Area #1 Assessed Property as shown on the Improvement Area #1 Assessment Roll that is attached to the Service and Assessment Plan as Exhibit F-1; and WHEREAS, capitalized terms used in this Ordinance and not otherwise defined herein shall have the meanings assigned to them in the Service and Assessment Plan; and WHEREAS, the City is authorized by the PID Act to issue its revenue bonds payable from the Improvement Area#1 Assessments and other revenues received for the purpose of(i) paying a portion of the Actual Costs of the Improvement Area #1 Improvements, (ii) funding a reserve fund for payment of principal and interest on the Bonds Similarly Secured (as defined in the Indenture (defined below)), (iii) paying a portion of the costs incidental to the organization and administration of the District, and (iv) paying costs of issuance of the Bonds; and WHEREAS, the City Council hereby finds and determines that it is in the best interests of the City to issue its bonds to be designated "City of Corpus Christi, Texas, Special Assessment Revenue Bonds, Series 2024 (Whitecap Public Improvement District No. 1 Improvement Area#1 Project)" (the "Bonds"), such series to be payable from and secured by the Trust Estate (as defined in the Indenture); and WHEREAS, the City Council hereby finds and determines to (i) approve the issuance of the Bonds to finance a portion of the Actual Costs of the Improvement Area #1 Improvements, as identified in the Service and Assessment Plan, (ii) approve the form, terms, and provisions of an Indenture securing the Bonds authorized hereby, (iii) approve the form, terms and provisions of a Bond Purchase Agreement (defined below) between the City and the purchaser of the Bonds, (iv) approve a Preliminary Limited Offering Memorandum (defined below) and a Limited Offering 139198996.6/10 01186793 Memorandum (defined below), and (vi)approve the 2024 Annual Service Plan Update (as defined below); and WHEREAS, the meeting at which this Ordinance is considered is open to the public as required by law, and the public notice of the time, place and purpose of said meeting was given as required by Chapter 551, Texas Government Code; now, therefore BE IT ORDAINED BY THE CITY COUNCII,OF THE CITY OF CORPUS CHRISTI,TEXAS: SECTION 1. Approval of Issuance of Bonds and Indenture of Trust. (a) The issuance of the Bonds in the principal amount of$ for the purpose of (i) paying a portion of the Actual Costs of the Improvement Area #1 Improvements, (ii) funding a reserve fund for payment of principal and interest on the Bonds Similarly Secured, (iii) paying a portion of the costs incidental to the organization and administration of the District, and (iv) paying costs of issuance of the Bonds. (b) The Bonds shall be issued and secured under that certain Indenture of Trust (the "Indenture") dated as of October 1, 2024, between the City and BOKF, NA, as trustee (the "Trustee"), which Indenture is hereby approved in substantially the form attached hereto as Exhibit A, which is incorporated herein as a part hereof for all purposes, with such changes or additions thereto as may be approved by the Mayor or Mayor Pro-Tem of the City(upon the advice of the City Manager) as evidenced by the execution and delivery thereof. The Mayor or Mayor Pro-Tem of the City is hereby authorized and directed to execute the Indenture and the City Secretary or the Assistant City Secretary is hereby authorized and directed to attest such signature of the Mayor or Mayor Pro-Tem and such officials are hereby authorized to deliver the Indenture. (c) The Bonds shall be dated, shall mature on the date or dates and in the principal amounts, shall bear interest, shall be subject to redemption and shall have such other terms and provisions as set forth in the Indenture. The Bonds shall be in substantially the form set forth in the Indenture with such insertions, omissions and modifications as may be required to conform the form of bond to the actual terms of the Bonds. The Bonds shall be payable from and secured by the Pledged Revenues (as defined in the Indenture) and other assets of the Trust Estate pledged to such series, and shall never be payable from ad valorem taxes. SECTION 2. Sale of Bonds; Approval of Bond Purchase Agreement. The Bonds shall be sold to FMSbonds, Inc. (the "Underwriter") under that certain Bond Purchase Agreement (the "Bond Purchase Agreement"), dated the date hereof, between the City and the Underwriter, substantially in the form attached hereto as Exhibit B which is incorporated herein as a part hereof for all purposes, which terms of sale are declared to be in the best interests of the City at the price and on the terms and provisions set forth in the Bond Purchase Agreement. The form, terms and provisions of the Bond Purchase Agreement are hereby authorized and approved with such changes as may be necessary or desirable to carry out the intent of this Ordinance and as approved by the City Manager, such approval to be evidenced by the execution and delivery of the Bond Purchase Agreement by the Mayor or Mayor Pro-Tem of the City. The Mayor or Mayor Pro-Tem of the City is hereby authorized and directed to execute and deliver the Bond Purchase Agreement. SECTION 3. Limited Offering Memorandum. The form and substance of the Preliminary Limited Offering Memorandum for the Bonds and any addenda, supplement or amendment thereto (the "Preliminary Limited Offering Memorandum") and the final Limited 139198996.6/1001186793 2 Offering Memorandum (the "Limited Offering Memorandum") are hereby in all respects approved and adopted. The Preliminary Limited Offering Memorandum and the Limited Offering Memorandum, as thus approved and delivered, with such appropriate variations as shall be approved by the Mayor or Mayor Pro-Tem of the City and the Underwriter, may be used by the Underwriter in the offering and sale of the Bonds. The City Secretary or the Assistant City Secretary is hereby authorized and directed to include and maintain a copy of the Preliminary Limited Offering Memorandum and Limited Offering Memorandum and any addenda, supplement or amendment thereto thus approved among the permanent records of this meeting. The use and distribution of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum in the offering of the Bonds is hereby ratified, approved and confirmed and the Preliminary Limited Offering Memorandum is hereby deemed "final" as of its date, within the meaning of Rule 15c2-12 of the Securities and Exchange Commission. Notwithstanding the approval and delivery of such Preliminary Limited Offering Memorandum and Limited Offering Memorandum by the Mayor or Mayor Pro-Tem, this City Council, including the Mayor and Mayor Pro-Tem, is not responsible for and proclaims no specific knowledge of the information contained in the Preliminary Limited Offering Memorandum and Limited Offering Memorandum pertaining to the Development (as defined in the Limited Offering Memorandum), the Developer, or the Owner or their financial ability, or of any builders, any other landowners, or the appraisal of the property in the District. SECTION 4. Continuing Disclosure Agreement. That certain "City of Corpus Christi, Texas, Special Assessment Revenue Bonds, Series 2024 (Whitecap Public Improvement District No. 1 Improvement Area#1 Project) Continuing Disclosure Agreement of Issuer" (the"Continuing Disclosure Agreement") among the City, P3Works, LLC and BOKF, NA, is hereby authorized and approved in substantially the form attached hereto as Exhibit C which is incorporated herein as a part hereof for all purposes and the City Manager, Assistant City Manager, Mayor, and Mayor Pro-Tern of the City are authorized and directed to execute and deliver such Continuing Disclosure Agreement with such changes as may be required to carry out the purpose of this Ordinance and as approved by the City Manager, Assistant City Manager, Mayor or Mayor Pro-Tem, such approval to be evidenced by the execution thereof. SECTION 5. 2024 Annual Update. Pursuant to Sections 372.013 and 372.014 of the PID Act, the Service and Assessment Plan and Improvement Area #1 Assessment Roll are required to be reviewed and updated annually. The City Council now desires to proceed with the adoption of that certain Whitecap Public Improvement District No. 1 2024 Annual Service Plan Update and updated assessment roll attached thereto as Exhibit D hereto (the "2024 Annual Service Plan Update"), which 2024 Annual Service Plan Update is hereby accepted as provided. SECTION 6. Additional Actions. The Mayor, the Mayor Pro-Tem, the City Manager, the Assistant City Manager, the Director of Finance and Procurement, and the City Secretary or the Assistant City Secretary are each hereby authorized and directed to take any and all actions on behalf of the City necessary or desirable to carry out the intent and purposes of this Ordinance and to issue the Bonds in accordance with the terms of this Ordinance. The Mayor, the Mayor Pro- Tem,the City Manager,the Assistant City Manager,the Director of Finance and Procurement, and the City Secretary or the Assistant City Secretary are each hereby authorized and directed to execute and deliver any and all certificates, agreements, notices, instruction letters, requisitions, and other documents which may be necessary or advisable in connection with the sale, issuance and delivery of the Bonds and the carrying out of the purposes and intent of this Ordinance or any other certificates, agreements, or other documents subsequent to the delivery of the Bonds which may be necessary or appropriate to carry out or fulfill the purpose and intent 139198996.6/1001186793 3 of the Service and Assessment Plan and the acquisition and construction of the Improvement Area #1 Improvements. SECTION 7. Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 8. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 9. Severability. If any provision of this Ordinance or the application thereof to any circumstance shall be held to be invalid, the remainder of this Ordinance or the application thereof to other circumstances shall nevertheless be valid, and this governing body hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 10.Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine, feminine or neuter gender shall be considered to include the other genders. SECTION 11. Incorporation of Findings and Determinations. The findings and determinations of the City Council contained in the preamble of this Ordinance are hereby incorporated by reference and made a part of this Ordinance for all purposes as if the same were restated in full in this Section. Furthermore, to the extent any findings and determination of City Council contained within this Ordinance conflict with the City's PID Policy, as adopted by Resolution No. 032077, such policy provisions are expressly waived by City Council. SECTION 12.Effective Date. This Ordinance shall take effect and be in force immediately from and after its adoption on the date shown below in accordance with Texas Government Code, Section 1201.028, as amended. SECTION 13. One Reading. This section constitutes a written request by the mayor or majority of the members of the Council for this ordinance to be passed finally on the date of introduction due to emergency. The City Council finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs; and suspends the City Charter rule that requires consideration of and voting upon ordinances at two regular meetings so that this ordinance is passed and takes effect upon first reading as an emergency measure. 139198996.6/1001186793 4 PASSED, APPROVED AND ADOPTED on the 151h day of October, 2024. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (SEAL) APPROVED THIS 15th DAY OF OCTOBER, 2024: Miles Risley, City Attorney [The remainder of this page intentionally left blank.] [Signature page to Bond Ordinance] EXHIBIT A INDENTURE OF TRUST 139198996.6/1001186793 A-1 INDENTURE OF TRUST By and Between CITY OF CORPUS CHRISTI, TEXAS and BOKF, NA, as Trustee DATED AS OF OCTOBER 1 , 2024 SECURING CITY OF CORPUS CHRISTI, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 (WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 IMPROVEMENT AREA #1 PROJECT) 139199012.11 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS, FINDINGS AND INTERPRETATION ......................................................3 Section1.1. Definitions............................................................................................................3 Section1.2. Findings............................................................................................................. 11 Section 1.3. Table of Contents, Titles and Headings. ...................................................... 11 Section 1.4. Interpretation. ................................................................................................... 11 ARTICLE II THE BONDS SIMILARLY SECURED............................................................................ 12 Section 2.1. Granting Clauses............................................................................................. 12 Section 2.2. Security for the Bonds Similarly Secured..................................................... 13 Section 2.3. Limited Obligations.......................................................................................... 13 Section 2.4. Authorization for Indenture............................................................................. 13 Section 2.5. Contract with Owners and Trustee. .............................................................. 13 ARTICLE III AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE BONDS SIMILARLY SECURED.................................................................................... 14 Section 3.1. Authorization of the Bonds Similarly Secured............................................. 14 Section 3.2. Date, Denomination, Maturities, Numbers and Interest............................. 14 Section 3.3. Conditions Precedent to Delivery of Bonds................................................. 15 Section 3.4. Medium, Method and Place of Payment...................................................... 16 Section 3.5. Execution and Registration of Bonds Similarly Secured. .......................... 17 Section 3.6. Refunding Bonds............................................................................................. 18 Section3.7. Ownership......................................................................................................... 18 Section 3.8. Registration, Transfer and Exchange........................................................... 18 Section3.9. Cancellation...................................................................................................... 20 Section 3.10. Temporary Bonds Similarly Secured...............................................20 Section 3.11. Replacement Bonds Similarly Secured........................................... 20 Section 3.12. Book-Entry Only System................................................................... 21 Section 3.13. Successor Securities Depository: Transfer Outside Book- Entry-Only System ....................................................................................................... 22 Section 3.14. Payments to Cede & Co.................................................................... 22 ARTICLE IV REDEMPTION OF BONDS SIMILARLY SECURED BEFORE MATURITY...........23 Section 4.1. Limitation on Redemption...............................................................................23 Section 4.2. Mandatory Sinking Fund Redemption. ......................................................... 23 Section 4.3. Optional Redemption. ..................................................................................... 24 139199012.11 - i - TABLE OF CONTENTS Page Section 4.4. Extraordinary Optional Redemption..............................................................24 Section 4.5. Partial Redemption..........................................................................................25 Section 4.6. Notice of Redemption to Owners..................................................................25 Section 4.7. Payment Upon Redemption...........................................................................26 Section 4.8. Effect of Redemption.......................................................................................26 ARTICLE V FORM OF THE BONDS SIMILARLY SECURED ........................................................26 Section 5.1. Form Generally. ...............................................................................................26 Section 5.2. CUSIP Registration. ........................................................................................27 Section5.3. Legal Opinion...................................................................................................27 ARTICLE VI FUNDS AND ACCOUNTS .............................................................................................27 Section 6.1. Establishment of Funds and Accounts.........................................................27 Section 6.2. Initial Deposits to Funds and Accounts........................................................28 Section 6.3. Pledged Revenue Fund..................................................................................29 Section6.4. Bond Fund........................................................................................................30 Section6.5. Project Fund.....................................................................................................30 Section 6.6. Redemption Fund............................................................................................31 Section 6.7. Reserve Fund...................................................................................................31 Section 6.8. Rebate Fund: Rebate Amount.......................................................................33 Section 6.9. Administrative Fund.........................................................................................34 Section 6.10. Project Collection Fund......................................................................34 Section 6.11. Investment of Funds...........................................................................34 Section 6.12. Security of Funds. ..............................................................................36 ARTICLE VII COVENANTS ..................................................................................................................36 Section 7.1. Confirmation of Improvement Area#1 Assessments.................................36 Section 7.2. Collection and Enforcement of Improvement Area#1 Assessments.................................................................................................................36 Section 7.3. Against Encumbrances...................................................................................36 Section 7.4. Records, Accounts, Accounting Reports......................................................37 Section 7.5. Covenants to Maintain Tax-Exempt Status. ................................................37 ARTICLE VIII LIABILITY OF CITY.......................................................................................................41 ARTICLE IX THE TRUSTEE ................................................................................................................42 Section 9.1. Trustee as Paying Agent/Registrar. ..............................................................42 Section 9.2. Trustee Entitled to Indemnity.........................................................................42 139199012.11 - i i - TABLE OF CONTENTS Page Section 9.3. Responsibilities of the Trustee. .....................................................................42 Section 9.4. Trustee Joining in Supplemental Indentures; Supplemental Indentures Part of Indenture.......................................................................................44 Section 9.5. Property Held in Trust.....................................................................................45 Section 9.6. Trustee Protected in Relying on Certain Documents.................................45 Section 9.7. Compensation..................................................................................................45 Section 9.8. Permitted Acts..................................................................................................46 Section 9.9. Resignation of Trustee....................................................................................46 Section 9.10. Removal of Trustee............................................................................46 Section 9.11. Successor Trustee. ............................................................................47 Section 9.12. Transfer of Rights and Property to Successor Trustee.................47 Section 9.13. Merger, Conversion or Consolidation of Trustee...........................48 Section 9.14. Security Interest in the Trust Estate.................................................48 Section 9.15. Offering Documentation.....................................................................48 Section 9.16. Expenditure of Funds and Risk. .......................................................49 Section 9.17. Environmental Hazards.....................................................................49 Section 9.18. Accounts, Periodic Reports and Certificates. .................................49 Section 9.19. Construction of Indenture..................................................................49 ARTICLE X MODIFICATION OR AMENDMENT OF THIS INDENTURE......................................49 Section 10.1. Amendments Permitted.....................................................................49 Section 10.2. Owners' Meetings...............................................................................50 Section 10.3. Procedure for Amendment with Written Consent of Owners. 51 Section 10.4. Effect of Supplemental Indenture.....................................................51 Section 10.5. Endorsement or Replacement of Bonds Similarly Secured Issued After Amendments...........................................................................................52 Section 10.6. Amendatory Endorsement of Bonds Similarly Secured................52 Section 10.7. Waiver of Default................................................................................52 Section 10.8. Execution of Supplemental Indenture.............................................. 52 ARTICLE XI DEFAULT AND REMEDIES...........................................................................................53 Section 11.1. Events of Default................................................................................53 Section 11.2. Immediate Remedies for Default......................................................53 Section 11.3. Restriction on Owner's Action. .........................................................54 Section 11.4. Application of Revenues and Other Moneys After Default...........55 139199012.11 - III - TABLE OF CONTENTS Page Section 11.5. Effect of Waiver. .................................................................................55 Section 11.6. Evidence of Ownership of Bonds Similarly Secured.....................56 Section 11.7. No Acceleration...................................................................................56 Section 11.8. Mailing of Notice.................................................................................56 Section 11.9. Exclusion of Bonds Similarly Secured.............................................56 Section 11.10. Remedies Not Exclusive....................................................................57 Section 11.11. Direction by Owners...........................................................................57 ARTICLE XII GENERAL COVENANTS AND REPRESENTATIONS.............................................57 Section 12.1. Representations as to Trust Estate .................................................57 Section 12.2. Accounts, Periodic Reports and Certificates. .................................58 Section12.3. General. ...............................................................................................58 ARTICLE XIII SPECIAL COVENANTS ...............................................................................................58 Section 13.1. Further Assurances; Due Performance...........................................58 Section 13.2. Additional Obligations or Other Liens; Refunding Bonds..............58 Section 13.3. Books of Record.................................................................................59 ARTICLE XIV PAYMENT AND CANCELLATION OF THE BONDS SIMILARLY SECURED AND SATISFACTION OF THE INDENTURE...................................................59 Section 14.1. Trust Irrevocable.................................................................................59 Section 14.2. Satisfaction of Indenture....................................................................60 Section 14.3. Bonds Similarly Secured Deemed Paid ..........................................60 ARTICLE XV MISCELLANEOUS.........................................................................................................60 Section 15.1. Benefits of Indenture Limited to Parties. .........................................60 Section 15.2. Successor is Deemed Included in All References to Predecessor. 61 Section 15.3. Execution of Documents and Proof of Ownership by Owners. 61 Section 15.4. Waiver of Personal Liability...............................................................61 Section 15.5. Notices to and Demands on City and Trustee. ..............................61 Section 15.6. Partial Invalidity...................................................................................63 Section 15.7. Applicable Laws..................................................................................63 Section 15.8. Payment on Business Day................................................................63 Section 15.9. Counterparts........................................................................................ 63 Section 15.10. Verifications of Statutory Representations and Covenants..........63 EXHIBIT A Form of Bond ........................................................................................1 139199012.11 - iv- INDENTURE OF TRUST THIS INDENTURE, dated as of October 1, 2024 is by and between the CITY OF CORPUS CHRISTI, TEXAS (the "City"), and BOKF, NA, as trustee (together with its successors, the "Trustee"). Capitalized terms used in the preambles, recitals and granting clauses and not otherwise defined shall have the meanings assigned thereto in Article I. WHEREAS, a petition was submitted and filed with the City Secretary of the City (the"City Secretary") pursuant to the Public Improvement District Assessment Act, Texas Local Government Code, Chapter 372, as amended (the "PID Act"), requesting the creation of a public improvement district located in the corporate limits of the City to be known as Whitecap Public Improvement District No. 1 (the "District"); and WHEREAS, the petition contained the signatures of the owners of taxable property representing more than fifty percent of the appraised value of taxable real property liable for assessment within the District, as determined by the then current ad valorem tax rolls of the Nueces County Appraisal District, and the signatures of the property owners who own taxable real property that constitutes more than fifty percent of the area of all taxable property that is liable for assessment by the District; and WHEREAS, on May 17, 2022, after due notice, the City Council of the City (the "City Council") held a public hearing in the manner required by law on the advisability of the improvement projects and services described in the petition as required by Section 372.009 of the PID Act and on May 17, 2022, the City Council made the findings required by Section 372.009(b) of the PID Act and, by Resolution No. 032761, adopted by a majority of the members of the City Council, authorized the District in accordance with its finding as to the advisability of the improvement projects and services and also made findings and determinations relating to the estimated total costs of certain Authorized Improvements; and WHEREAS, on May 20, 2022, the City filed and recorded Resolution No. 032761 with the County Clerk of Nueces County, Texas, the county in which the District is located (the "County"); and WHEREAS, no written protests of the District from any owners of record of property within the District were filed with the City Secretary within 20 days after May 17, 2022; and WHEREAS, on January 23, 2024, the City Council by Resolution No. 033268 made findings and determinations relating to the Actual Costs of the Authorized Improvements benefiting Improvement Area #1, received and accepted a preliminary service and assessment plan and a proposed assessment roll, called a public hearing for February 13, 2024 and directed City staff to (i) file said proposed assessment roll with the City Secretary and to make it available for public inspection as required by Section 372.016(b) of the PID Act, and (ii) publish such notice relating to the February 13, 2024 hearing as required by Section 372.016(b) of the PID Act; and WHEREAS, on January 28, 2024, the City Council, pursuant to Section 372.016(b) of the PID Act, published notice of the public hearing in the Corpus Christi Caller-Times, a newspaper of general circulation in the City, to consider the proposed Service and Assessment Plan and the Improvement Area #1 Assessment Roll and the levy of the Improvement Area #1 Assessments on property within Improvement Area #1 of the District; and WHEREAS, the City Council, pursuant to Section 372.016(c) of the PID Act, mailed notice of the public hearing to consider the proposed Improvement Area #1 Assessment Roll and the Service and Assessment Plan and the levy of Improvement Area#1 Assessments on property in 139199012.11 Improvement Area#1 of the District to the last known address of the owners of the property liable for the Improvement Area #1 Assessments; and WHEREAS, the City Council opened and convened the hearing on February 13, 2024 and at such public hearing all persons who appeared, or requested to appear, in person or by their attorney, were given the opportunity to contend for or contest the proposed Service and Assessment Plan, the proposed Improvement Area #1 Assessment Roll and the Improvement Area #1 Assessments, and to offer testimony pertinent to any issue presented on the amount of the Improvement Area #1 Assessments, the allocation of estimated costs of the Authorized Improvements benefiting Improvement Area #1, the purposes of the Improvement Area #1 Assessments, the special benefits of the Authorized Improvements benefiting Improvement Area #1, and the penalties and interest on Improvement Area#1 Annual Installments and on delinquent Improvement Area #1 Annual Installments of the Improvement Area #1 Assessments, and there were no written objections or evidence submitted to the City Secretary in opposition to the Service and Assessment Plan, the allocation of estimated costs of the Authorized Improvements benefiting Improvement Area #1, the Improvement Area #1 Assessment Roll, and the levy of the Improvement Area #1 Assessments; and WHEREAS, the City Council closed the hearing, and, after considering all written and documentary evidence presented at the hearing, including all written comments and statements filed with the City, the City introduced and voted on Ordinance No. 033302, then on February 20, 2024, the City passed and adopted Ordinance No. 033302 (the "Assessment Ordinance") which levied the Improvement Area #1 Assessments and approved the Service and Assessment Plan, in conformity with the requirements of the PID Act; and WHEREAS, the City Council found and determined that the Improvement Area #1 Assessments should be levied as provided in the Service and Assessment Plan; and WHEREAS, the City Secretary or Assistant City Secretary of the City filed a copy of the Assessment Ordinance in the official records of Nueces County, Texas, on February 23, 2024 as Document No. 2024005581, which date was not later than the seventh day after the date the City Council approved the Assessment Ordinance and the Service and Assessment Plan as required by the PID Act; and WHEREAS, the City Council is authorized by the PID Act to issue its revenue bonds payable from the Improvement Area#1 Assessments for the purpose of(i) paying a portion of the Actual Costs of the Improvement Area #1 Improvements, (ii) funding a reserve fund for payment of principal and interest on the Bonds Similarly Secured, (iii) paying a portion of the costs incidental to the organization and administration of the District, and (iv) paying costs of issuance of the Bonds; and WHEREAS, the City Council now desires to issue revenue bonds, in accordance with the PID Act, such bonds to be entitled "City of Corpus Christi, Texas, Special Assessment Revenue Bonds, Series 2024 (Whitecap Public Improvement District No. 1 Improvement Area#1 Project)", such Bonds being payable solely from the Trust Estate and for the purposes set forth in the preamble of this Indenture; and WHEREAS, the Trustee has agreed to accept the trusts herein created upon the terms set forth in this Indenture; THIS INDENTURE FURTHER WITNESSETH, and it is expressly declared, that all Bonds Similarly Secured issued and secured hereunder are to be issued, authenticated, and delivered and the Trust Estate hereby created, assigned, and pledged is to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, 139199012.11 - 2 - uses, and purposes as hereinafter expressed, and the City has agreed and covenanted, and does hereby agree and covenant, with the Trustee and with the respective Owners from time to time of the Bonds Similarly Secured as follows: ARTICLE I DEFINITIONS, FINDINGS AND INTERPRETATION Section 1.1. Definitions. Unless otherwise expressly provided or unless the context clearly requires otherwise in this Indenture, the following terms shall have the meanings specified below: "Account" means any of the accounts established pursuant to Section 6.1 of this Indenture. "Actual Costs" mean, with respect to Authorized Improvements, the actual costs paid or incurred by or on behalf of the Developer, (either directly or through affiliates), including: (1) the costs for the design, planning, financing, administration/management, acquisition, installation, construction and/or implementation of such Authorized Improvements; (2) the fees paid for obtaining permits, licenses, or other governmental approvals for such Authorized Improvements; (3) the costs for external professional services, such as engineering, geotechnical, surveying, land planning, architectural landscapers, appraisals, legal, accounting, and similar professional services; (4) the costs for all labor, bonds, and materials, including equipment and fixtures, owing to contractors, builders, and materialmen engaged in connection with the acquisition, construction, or implementation of the Authorized Improvements; (5) all related permitting and public approval expenses, and architectural, engineering, consulting, and other governmental fees and charges; and (6) costs to implement, administer, and manage the above-described activities including, but not limited to, a construction management fee equal to four percent (4%) of construction costs if managed by or on behalf of the Developer. "Additional Interest" means the amount collected by application of the Additional Interest Rate. "Additional Interest Rate" means the 0.50% additional interest rate charged on the Improvement Area #1 Assessments securing the Bonds Similarly Secured pursuant to Section 372.018 of the PI D Act. "Additional Interest Reserve Account" means the reserve account established by Section 6.1(b), administered by the City and segregated from other funds of the City in accordance with the provisions of Section 6.7 of this Indenture. "Additional Interest Reserve Requirement" means an amount equal to 5.5% of the principal amount of the Bonds to be funded from Improvement Area#1 Assessment Revenues to be deposited to the Pledged Revenue Fund and transferred to the Additional Interest Reserve Account. "Additional Obligations" mean any bonds or obligations, including specifically, any installment contracts, reimbursement agreements, temporary notes or time warrants secured in whole or in part by an assessment, other than the Improvement Area #1 Assessments securing the Bonds, levied against property within Improvement Area#1 of the District, in accordance with the PID Act. "Administrative Fund" means that Fund established by Section 6.1(a) and administered pursuant to Section 6.9 hereof. 139199012.11 - 3 - "Administrator" means an employee of the City or third-party designee of the City who shall have the responsibilities provided in the Service and Assessment Plan, this Indenture, or any other agreement or document approved by the City related to the duties and responsibilities of the administration of the District. The initial Administrator is P3Works, LLC. "Annual Collection Costs" mean the actual or budgeted costs and expenses related to the operation of the District, including, but not limited to, costs and expenses for: (1)the Administrator; (2) City staff; (3) legal counsel, engineers, accountants, financial advisors, and other consultants engaged by the City; (4) calculating, collecting, and maintaining records with respect to Improvement Area #1 Assessments and Improvement Area#1 Annual Installments, including the costs of foreclosure; (5) preparing and maintaining records with respect to Assessment Rolls and Annual Service Plan Updates; (6) paying and redeeming Bonds; (7) investing or depositing Improvement Area#1 Assessments and Improvement Area#1 Annual Installments; (8)complying with this Service and Assessment Plan, the PID Act, and this Indenture, with respect to the Bonds, including the City's continuing disclosure requirements; and (9) the paying agent/registrar and Trustee in connection with Bonds, including their respective legal counsel. Annual Collection Costs collected but not expended in any year shall be carried forward and applied to reduce Annual Collection Costs for subsequent years. "Annual Debt Service" means, for each Bond Year, the sum of (i) the interest due on the Outstanding Bonds Similarly Secured in such Bond Year, assuming that the Outstanding Bonds Similarly Secured are retired as scheduled (including by reason of Sinking Fund Installments), and (ii) the principal amount of the Outstanding Bonds Similarly Secured due in such Bond Year (including any Sinking Fund Installments due in such Bond Year). "Annual Installment" shall have the same meaning assigned to such term in the Service and Assessment Plan. "Annual Service Plan Update" means the annual review and update of the Service and Assessment Plan required by the PID Act and the Service and Assessment Plan. "Applicable Laws" mean the PID Act, and all other laws or statutes, rules, or regulations, and any amendments thereto, of the State of Texas or of the United States, by which the City and its powers, securities, operations, and procedures are, or may be, governed or from which its powers may be derived. "Assessment Ordinance" means Ordinance No. 033302 adopted by the City Council on February 20, 2024, which levied the Improvement Area #1 Assessments on the Improvement Area #1 Assessed Property located within Improvement Area #1 of the District. "Assessments" shall have the same meaning assigned to such term in the Service and Assessment Plan. "Authorized Denomination" means $100,000 and any integral multiple of$1,000 in excess thereof; provided, however, that if the total principal amount of any Outstanding Bond Similarly Secured is less than $100,000, then the Authorized Denomination of such Outstanding Bond Similarly Secured shall be the amount of such Outstanding Bond Similarly Secured. "Authorized Improvements" mean improvements authorized by Section 372.003 of the PID Act, including the Common to All Improvements, the Improvement Area#1 Improvements, district formation expenses, first year annual collection costs, and bond issuance costs, as more specifically listed in Section III of the Service and Assessment Plan. 139199012.11 - 4 - "Bond" or"Bonds" mean the City's bonds authorized to be issued by Section 3.1(a) of this Indenture entitled "City of Corpus Christi, Texas, Special Assessment Revenue Bonds, Series 2024 (Whitecap Public Improvement District No. 1 Improvement Area #1 Project)". "Bond Counsel" means Norton Rose Fulbright US LLP or any other attorney or firm of attorneys designated by the City that is nationally recognized for expertise in rendering opinions as to the legality and tax-exempt status of securities issued by public entities. "Bond Date" means the date designated as the initial date of the respective series of the Bonds Similarly Secured by Section 3.2 of this Indenture. "Bond Fund" means the Fund of such name established pursuant to Section 6.1(a) and administered as provided in Section 6.4. "Bond Ordinance" means Ordinance No. 0 adopted by the City Council on October 15, 2024, authorizing the issuance of the Bonds pursuant to this Indenture. "Bond Pledged Revenue Account" means the Account of such name established pursuant to Section 6.1(b). "Bond Similarly Secured" or "Bonds Similarly Secured" means all bonds or any bond authorized by a bond ordinance and issued in accordance with this Indenture, including the Bonds, Refunding Bonds and any bonds issued in exchange or replacement thereof as permitted by this Indenture. For the avoidance of doubt, such term does not include the future improvement area bonds. "Bond Year" means the one-year period beginning on September 1 in each year and ending on August 31 in the following year. "Business Day" means any day other than a Saturday, Sunday or legal holiday in the State of Texas observed as such by the City or the Trustee. "Certificate for Payment" means a certificate substantially in the form of Exhibit A to the Reimbursement Agreement or otherwise approved by the Developer and a City Representative executed by a Person approved by a City Representative, delivered to a City Representative and the Trustee specifying the amount of work performed related to the Improvement Area #1 Improvements and the Actual Costs thereof, and requesting payment for such Actual Costs from money on deposit in an account of the Project Fund, all as further described in the Reimbursement Agreement and Section 6.5 herein. "City Certificate" means a certificate signed by a City Representative and delivered to the Trustee. "City Representative" means any official or agent of the City authorized by the City Council to undertake the action referenced herein, including the City Manager, any Assistant City Manager, the City Attorney,the Chief Financial Officer, City Secretary, and the Director of Finance and Procurement. "Closing Date" means the date of the initial delivery of and payment for each series of Bonds Similarly Secured. With respect to the Bonds, the Closing Date is October 31, 2024. 139199012.11 - 5 - "Code" means the Internal Revenue Code of 1986, as amended, including applicable regulations, published rulings and court decisions. "Common to All Improvements" mean those certain Authorized Improvements that confer a special benefit to all of the property within the District, excluding Non-Benefited Property. The Common to All Improvements includes the Initial Common to All Improvements (as defined in the Service and Assessment Plan) as well as future improvements that are to be determined and identified in future updates to the Service and Assessment Plan. "Costs of Issuance Account" means the Account of such name established pursuant to Section 6.1(b). "Defeasance Securities" mean Investment Securities then authorized by applicable law for the investment of funds to defease public securities. "Delinquent Collection Costs" mean, for a Parcel, interest, penalties, and other costs and expenses authorized by the PID Act that directly or indirectly relate to the collection of delinquent Improvement Area #1 Assessments, delinquent Improvement Area #1 Annual Installments, or any other delinquent amounts due under the Service and Assessment Plan, including costs and expenses to foreclose liens. "Designated Payment/Transfer Office" means (i) with respect to the initial Paying Agent/Registrar named in this Indenture, the transfer/payment office located in Houston, Texas, or such other location designated by the Paying Agent/Registrar and (ii) with respect to any successor Paying Agent/Registrar, the office of such successor designated and located as may be agreed upon by the City and such successor. "Developer" means Ashlar Interests, LLC and any successors or assigns thereof. "Development Agreement" means the Development Agreement— Whitecap North Padre Island by and between the Developer and the City related to the development of property within the District, as the same may be amended from time to time. "District" means the Whitecap Public Improvement District No. 1. "DTC" shall mean The Depository Trust Company of New York, New York, or any successor securities depository. "DTC Participant" shall mean brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of securities transactions among DTC Participants. "Foreclosure Proceeds" mean the proceeds, including interest and penalty interest, received by the City from the enforcement of the Improvement Area#1 Assessments against any Improvement Area #1 Assessed Property(ies), whether by foreclosure of lien or otherwise, but excluding and net of all Delinquent Collection Costs. "Fund" means any of the funds established pursuant to Section 6.1 of this Indenture. 139199012.11 - 6 - "Improvement Area #1" means the initial phase to be developed in the District consisting of approximately 55.9022 acres located within the District, more specifically described in Exhibit J-2 and depicted on Exhibit A-2 of the Service and Assessment Plan. "Improvement Area #1 Annual Installment" means, with respect to each Improvement Area #1 Assessed Property, each annual payment of the Improvement Area#1 Assessments (including both principal of and interest on the Improvement Area #1 Assessments) as shown on the Improvement Area #1 Assessment Roll attached to the Service and Assessment Plan as Exhibit F-1 and related to the Improvement Area #1 Improvements; which annual payment includes Annual Collection Costs and the Additional Interest collected on each annual payment of the Improvement Area #1 Assessments as described in Section 6.7 herein and as defined and calculated in the Service and Assessment Plan or in any Annual Service Plan Update. "Improvement Area #1 Assessed Property" means any Parcel within Improvement Area #1 of the District that benefits from the Authorized Improvements and on which an Improvement Area #1 Assessment is levied as shown on the Improvement Area#1 Assessment Roll and which includes any and all Parcels within Improvement Area #1 of the District other than Non-Benefited Property. "Improvement Area #1 Assessment Revenue" means monies collected by or on behalf of the City from any one or more of the following: (i) an Improvement Area #1 Assessment levied against an Improvement Area#1 Assessed Property, or Improvement Area#1 Annual Installment payment thereof, including any interest on such Improvement Area #1 Assessment or Improvement Area #1 Annual Installment thereof during any period of delinquency, (ii) a Prepayment, and (iii) Foreclosure Proceeds. "Improvement Area#1 Assessment Roll" means the assessment roll for the Improvement Area #1 Assessed Property within Improvement Area#1 of the District and included in the Service and Assessment Plan as Exhibit F-1, as updated, modified, or amended from time to time in accordance with the procedures set forth in the Service and Assessment Plan and in the PID Act. "Improvement Area #1 Assessments" mean the aggregate assessments, shown on the Improvement Area #1 Assessment Roll. The singular of such term means the Improvement Area #1 Assessment levied against an Improvement Area #1 Assessed Property, as shown on the Improvement Area #1 Assessment Roll, subject to reallocation upon the subdivision of an Improvement Area #1 Assessed Property, or consolidation of multiple Improvement Area #1 Assessed Properties, or reduction according to the provisions of the Service and Assessment Plan and the PID Act. "Improvement Area #1 Improvements" mean the Authorized Improvements which only benefit property within Improvement Area #1 of the District, as described in Section III.A and depicted on Exhibit G-2 of the Service and Assessment Plan. "Improvement Area #1 Improvements Account" means the Account of such name established pursuant to Section 6.1(b). "Indenture" means this Indenture of Trust as originally executed, or as it may be from time to time supplemented or amended by one or more indentures supplemental hereto and entered into pursuant to the applicable provisions hereof. "Independent Financial Consultant" means any consultant or firm of such consultants appointed by the City who, or each of whom: (i) is judged by the City, as the case may be, to have 139199012.11 - 7 - experience in matters relating to the issuance and/or administration of the Bonds Similarly Secured; (ii) is in fact independent and not under the domination of the City; (iii) does not have any substantial interest, direct or indirect, with or in the City, or any owner of real property in the District, or any real property in the District; and (iv) is not connected with the City as an officer or employee of the City, but who may be regularly retained to make reports to the City. "Initial Bond" means, with respect to the Bonds, the initial bond set forth in Exhibit A to this Indenture, and with respect to any Refunding Bonds, the initial bond set forth in the applicable Supplemental Indenture. "Interest Payment Date" means the date or dates upon which interest on any series of Bonds Similarly Secured is scheduled to be paid until their respective dates of maturity or prior redemption, such dates being on March 15 and September 15 of each year and commencing, with respect to the Bonds, on March 15, 2025. "Investment Securities" mean those authorized investments described in the Public Funds Investment Act, Texas Government Code, Chapter 2256, as amended; and provided further investments are, at the time made, included in and authorized by the City's official investment policy as approved by the City Council from time to time. "Maximum Annual Debt Service" means the largest Annual Debt Service for any Bond Year after the calculation is made through the final maturity date of any Outstanding Bonds similarly Secured. "Non-Benefited Property" means Parcels within the boundaries of the District that accrue no special benefit from the Authorized Improvements as determined by the City Council, and are not assessed. "Outstanding" means, as of any particular date when used with reference to Bonds Similarly Secured, all Bonds Similarly Secured authenticated and delivered under this Indenture except (i) any Bond Similarly Secured that has been canceled by the Trustee (or has been delivered to the Trustee for cancellation) at or before such date, (ii) any Bond Similarly Secured for which the payment of the principal or Redemption Price of and interest on such Bond Similarly Secured shall have been made as provided in Article IV, and (iii) any Bond Similarly Secured in lieu of or in substitution for which a new Bond Similarly Secured shall have been authenticated and delivered pursuant to Section 3.10 herein. "Owner" means the Person who is the registered owner of a Bond Similarly Secured or Bonds Similarly Secured, as shown in the Register, which shall be Cede & Co., as nominee for DTC, so long as the Bonds Similarly Secured are in book-entry only form and held by DTC as securities depository in accordance with Section 3.11 herein. "Parcel" means a property, within the boundaries of the District, identified by either a tax map identification number assigned by the Nueces County Appraisal District for real property tax purposes, by metes and bounds description, by lot and block number in a final subdivision plat recorded in the official public records of the County, or by any other means as determined by the City. "Paying Agent/Registrar" means initially the Trustee, or any successor thereto as provided in this Indenture. 139199012.11 - $ - "Person" or "Persons" means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. "PID Act" means Texas Local Government Code, Chapter 372, as amended. "Pledged Funds" mean the Pledged Revenue Fund, the Bond Fund, the Project Fund, the Reserve Fund, and the Redemption Fund. "Pledged Revenue Fund" means that fund of such name established pursuant to Section 6.1(a) and administered pursuant to Section 6.3 herein. "Pledged Revenues" mean the sum of(i) Improvement Area#1 Assessment Revenue less the Annual Collection Costs and Delinquent Collection Costs, (ii) the moneys held in any of the Pledged Funds, and (iii) any additional revenues that the City may pledge to the payment of Bonds Similarly Secured. "Prepayment" means the payment of all or a portion of an Improvement Area #1 Assessment before the due date of the final Improvement Area #1 Annual Installment thereof. Amounts received at the time of a Prepayment which represent a payment of principal, interest, or penalties on a delinquent installment of an Improvement Area #1 Assessment are not to be considered a Prepayment, but rather are to be treated as the payment of the regularly scheduled Improvement Area #1 Annual Installment. "Preserve" means approximately 4.64 acres located within the District more specifically described in Exhibit J-3 and depicted on Exhibit A-3 of the Service and Assessment Plan. The Preserve is the location of all Common to All Improvements, and is considered Non-Benefited Property. "Principal and Interest Account" means the Account of such name established pursuant to Section 6.1(b). "Private Improvements" mean improvements required to be constructed by the Developer that are not Authorized Improvements but are required to reach final lot completion. "Project Collection Fund" means that Fund established by Section 6.1(a) and administered pursuant to Section 6.10 herein. "Project Fund" means that fund of such name established pursuant to Section 6.1(a) and administered pursuant to Section 6.5 herein. "Purchaser" means, with respect to a Series of Bonds Similarly Secured, the initial underwriter of such Bonds Similarly Secured. "Rebate Amount" has the meaning set forth in Section 1.148-1(b) of the Regulations. "Rebate Fund" means that fund of such name established pursuant to Section 6.1(a) and administered pursuant to Section 6.8 herein. "Record Date" means the close of business on the last calendar day (whether or not a Business Day) of the month next preceding an Interest Payment Date. 139199012.11 - 9 - "Redemption Fund" means that fund of such name established pursuant to Section 6.1(a) and administered pursuant to Section 6.6 herein. "Redemption Price" means, when used with respect to any Bond Similarly Secured or portion thereof, the amount of par plus accrued and unpaid interest to the date of redemption, unless otherwise provided in a Supplemental Indenture. "Refunding Bonds" mean Bonds Similarly Secured which are secured by a parity lien, with the Outstanding Bonds Similarly Secured, on the Trust Estate issued pursuant to Section 3.6 hereof, as more specifically described in a Supplemental Indenture, authorizing the refunding of all or any portion of the Outstanding Bonds Similarly Secured. "Register" means the register specified in Article III of this Indenture. "Reimbursement Agreement" means that certain "PID Reimbursement Agreement Whitecap Public Improvement District No. 1," effective February 20, 2024 entered into by and between the City and Developer in which: (1) the Developer on behalf of the Owner agrees to construct the Authorized Improvements, including the Common to All Improvements and Improvement Area #1 Improvements, and to fund certain Actual Costs of Authorized Improvements; (2) the City agrees to reimburse the Developer for Actual Costs of the Authorized Improvements solely from the revenue collected by the City from Assessments, including Annual Installments thereof, and/or from the net proceeds of PID Bonds, if issued; and (3) provides for the terms of payment of principal plus interest on each Reimbursement Obligation shown on Schedule I of the Service and Assessment Plan. "Reimbursement Obligation" means a reimbursement obligation, including but not limited to the Reimbursement Obligation allocable to Improvement Area #1, as provided in the Reimbursement Agreement, related to Actual Costs of Authorized Improvements to be paid to the Developer under the terms of the Reimbursement Agreement. Each Reimbursement Obligation shall be set forth on Schedule I attached to the Service and Assessment Plan, and will be updated at the adoption of each Assessment Ordinance (as defined in the Service and Assessment Plan). Schedule I will be updated as part of the update to the Service and Assessment Plan (1) each time the City levies an Assessment, (2) when PID Bonds are issued, or (3) with each Annual Service Plan Update to reflect annual principal paid with Annual Installments collected. "Reserve Account" means the Account of such name established pursuant to Section 6.1(b). "Reserve Account Requirement" means the least of: (i) Maximum Annual Debt Service on the Bonds as of the Closing Date of the Bonds, (ii) 125% of average Annual Debt Service on the Bonds as of the Closing Date of the Bonds, or(iii) 10% of the lesser of the principal amount of the Outstanding Bonds or the original issue price of the Bonds. As of the Closing Date for the Bonds, the Reserve Account Requirement is $ , which is [125% of average Annual Debt Service on the Bonds] as of the Closing Date of the Bonds. The Reserve Account Requirement shall be adjusted in accordance with Section 13.2, in the event an additional series of Bonds Similarly Secured is hereafter issued. "Reserve Fund" means that fund of such name established pursuant to Section 6.1(a) and administered in Section 6.7 herein. "Series" means any designated series of Bonds issued under this Indenture. 139199012.11 - 10 - "Service and Assessment Plan" means the "Whitecap Public Improvement District No. 1 Service and Assessment Plan" dated February 20, 2024, including the Improvement Area #1 Assessment Roll, as hereinafter amended, updated, and/or restated by an Annual Service Plan Update or otherwise, a version of which is attached as Exhibit A to the Assessment Ordinance. "Sinking Fund Installment" means the amount of money to redeem or pay at maturity the principal of Bonds Similarly Secured payable from such installments at the times and in the amounts provided in Section 4.2 herein. "Stated Maturity" means the date the Bonds Similarly Secured, or any portion of the Bonds Similarly Secured, as applicable, are scheduled to mature without regard to any redemption or prepayment. "Supplemental Indenture" means an indenture which has been duly executed by the Trustee and the City Representative pursuant to an ordinance adopted by the City Council and which indenture amends or supplements this Indenture, but only if and to the extent that such indenture is specifically authorized hereunder. "Tax Certificate" means the Certificate as to Tax Exemption delivered by the City on the Closing Date for each series of the Bonds Similarly Secured setting forth the facts, estimates and circumstances in existence on such Closing Date which establish that it is not expected that the proceeds of such series of Bonds Similarly Secured will be used in a manner that would cause the interest on such Bonds Similarly Secured to be included in the gross income of the Owners thereof for Federal income tax purposes. "Trust Estate" means the Trust Estate described in Section 2 of this Indenture. "Trustee" means BOKF, NA, Houston, Texas, a national banking association duly organized and validly existing under the laws of the United States of America, with a corporate trust office in Houston, Texas, serving in its capacity as trustee, and its successors, and any other corporation or association that may at any time be substituted in its place, as provided in Article IX, such entity to serve as Trustee and Paying Agent/Registrar for the Bonds Similarly Secured. Section 1.2. Findings. The declarations, determinations, and findings declared, made and found in the preamble to this Indenture are hereby adopted, restated, and made a part of the operative provisions hereof. Section 1.3. Table of Contents, Titles and Headings. The table of contents, titles, and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof and shall never be considered or given any effect in construing this Indenture or any provision hereof or in ascertaining intent, if any question of intent should arise. Section 1.4. Interpretation. (a) Unless the context requires otherwise, words of the masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. 139199012.11 (b) Words importing persons include any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or agency or political subdivision thereof. (c) Any reference to a particular Article or Section shall be to such Article or Section of this Indenture unless the context shall require otherwise. (d) This Indenture and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein to sustain the validity of this Indenture. ARTICLE II THE BONDS SIMILARLY SECURED Section 2.1. Granting Clauses. (a) In order to secure the payment of debt service on all Bonds Similarly Secured, and the performance and observance by the City of all the covenants expressed or implied herein, the City does hereby grant to the Trustee a security interest in, mortgage, create a first lien on, and pledge to the Trustee, all of its right, title, and interest, whether now owned or hereafter acquired, in, to, and under the following (the "Trust Estate"): (i) All Pledged Revenues, as herein defined, and all moneys and investments held in the Pledged Funds, including any and all proceeds thereof and any contract or any evidence of indebtedness relating thereto or other rights of the City to receive any such moneys or investments, whether now or existing or hereafter coming into existence, and whether now or hereafter acquired; and (ii) Any and all other property or money of every name and nature which is, from time to time hereafter by delivery or by writing of any kind, conveyed, pledged, assigned or transferred, to the Trustee as additional security hereunder by the City or by anyone on its behalf or with its written consent, and the Trustee is hereby authorized to receive any and all such property or money at any and all times and to hold and apply the same subject to the terms thereof. (b) The Trustee shall have and hold the Trust Estate, whether now owned or hereafter acquired or received, in trust upon the terms and trusts herein set forth for the benefit of all present and future Owners of the Bonds Similarly Secured from time to time issued under and secured by this Indenture, and for enforcement of payment of the Bonds Similarly Secured in accordance with their terms, and for the performance and compliance with the obligations, covenants, and conditions of this Indenture. Provided, however, if the City or its assigns shall well and truly pay, or cause to be paid, the principal or redemption price of and the interest on all the Bonds Similarly Secured at the times and in the manner stated in the Bonds Similarly Secured, according to the true intent and meaning thereof, then this Indenture and the rights hereby granted shall cease, terminate and be void; otherwise this Indenture is to be and shall remain in full force and effect. Except as otherwise provided in the remaining provisions of this Indenture, nothing in this section of this Indenture shall prohibit the Trustee from bringing any actions or proceedings for the enforcement of the obligation of the City hereunder except that nothing in this provision shall prejudice the rights of the Trustee under Articles IX and XI hereof; provided further that the priority 139199012.11 - 12 - of payment and the source for the repayment of the debt service on the Bonds Similarly Secured shall be subject to the terms as set forth herein, including without limitation Article VI herein; provided further that the right to direct remedies following an Event of Default shall be limited to the Owners of the Bonds Similarly Secured to the extent provided as set forth in Articles XI and XV herein. (c) The Bonds Similarly Secured are to be issued, registered, authenticated, and delivered, and that the Trust Estate is to be held, dealt with and disposed of by the Trustee, upon and subject to the terms, covenants, conditions, uses, agreements and trusts set forth in this Indenture. Section 2.2. Security for the Bonds Similarly Secured. The Bonds Similarly Secured, as to both principal and interest, are and shall be equally and ratably secured by and payable from a first lien on and pledge of the Trust Estate. The lien on and pledge of the Trust Estate shall be valid and binding and fully perfected from and after the Closing Date, without physical delivery or transfer of control of the Trust Estate, the filing of this Indenture or any other act; all as provided in Texas Government Code, Chapter 1208, as amended, which applies to the issuance of the Bonds Similarly Secured and the pledge of the Trust Estate granted by the City under this Indenture, and such pledge is therefore valid, effective and perfected. If Texas law is amended at any time while the Bonds Similarly Secured are Outstanding such that the pledge of the Trust Estate granted by the City under this Indenture is to be subject to the filing requirements of Texas Business and Commerce Code, Chapter 9, as amended, then in order to preserve to the registered owners of the Bonds Similarly Secured the perfection of the security interest in said pledge, the City agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Texas Business and Commerce Code, Chapter 9, as amended, and enable a filing to perfect the security interest in said pledge to occur. Section 2.3. Limited Obligations. The Bonds Similarly Secured are special and limited obligations of the City, payable solely from and secured solely by the Trust Estate, including the Pledged Revenues and the Pledged Funds; and the Bonds Similarly Secured shall never be payable out of funds raised or to be raised by taxation or from any other revenues, properties or income of the City. Section 2.4. Authorization for Indenture. The terms and provisions of this Indenture and the execution and delivery hereof by the City to the Trustee have been duly authorized by official action of the City Council of the City. The City has ascertained and it is hereby determined and declared that the execution and delivery of this Indenture is necessary to carry out and effectuate the purposes set forth in the preambles of this Indenture and that each and every covenant or agreement herein contained and made is necessary, useful or convenient in order to better secure the Bonds Similarly Secured and is a contract or agreement necessary, useful and convenient to carry out and effectuate the purposes herein described. Section 2.5. Contract with Owners and Trustee. (a) The purposes of this Indenture are to establish a lien and the security for, and to prescribe the minimum standards for the authorization, issuance, execution and delivery of, the 139199012.11 - 13 - Bonds Similarly Secured and to prescribe the rights of the Owners, and the rights and duties of the City and the Trustee. (b) In consideration of the purchase and acceptance of any or all of the Bonds Similarly Secured by those who shall purchase and hold the same from time to time, the provisions of this Indenture shall be a part of the contract of the City with the Owners, and shall be deemed to be and shall constitute a contract among the City, the Owners, and the Trustee. ARTICLE III AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE BONDS SIMILARLY SECURED Section 3.1. Authorization of the Bonds Similarly Secured. (a) The Bonds. The Bonds are hereby authorized to be issued and delivered in accordance with the Constitution and laws of the State of Texas, including particularly the PID Act, as amended. The Bonds shall be issued in the aggregate principal amount of$ for the purpose of(i) paying a portion of the Actual Costs of the Improvement Area#1 Improvements, (ii) funding a reserve fund for payment of principal and interest on the Bonds Similarly Secured, (iii) paying a portion of the costs incidental to the organization and administration of the District, and (iv) paying costs of issuance of the Bonds. Section 3.2. Date, Denomination, Maturities, Numbers and Interest. (a) The Bonds shall be dated October 31, 2024 and shall be issued in Authorized Denominations. The Bonds shall be in fully registered form, without coupons, and shall be numbered separately from R-1 upward, except the Initial Bond for the Bonds, which shall be numbered T-1. (b) Interest shall accrue and be paid on each Bond from the later of the Closing Date of the Bonds or the most recent Interest Payment Date to which interest has been paid or provided for, at the rate per annum set forth below until the principal thereof has been paid on the maturity date specified below or otherwise provided for. Such interest shall be payable semiannually on March 15 and September 15 of each year, commencing March 15, 2025 computed on the basis of a 360-day year of twelve 30-day months. (c) The Bonds shall mature on September 15 in the years and in the principal amounts and shall bear interest as set forth below: Principal Interest Years Amount($) Rate °2° (d) The Bonds shall be subject to mandatory sinking fund redemption, optional redemption, and extraordinary optional redemption prior to maturity as provided in Article IV herein, and shall otherwise have the terms, tenor, denominations, details, and specifications as set forth in the form of Bond set forth in Exhibit A to this Indenture. 139199012.11 - 14 - Section 3.3. Conditions Precedent to Delivery of Bonds. (a) The Bonds shall be executed by the City and delivered to the Trustee, whereupon the Trustee shall authenticate the Bonds and, upon payment of the purchase price of the Bonds, shall deliver the Bonds upon the order of the City, but only upon delivery to the Trustee of: (i) a certified copy of the Assessment Ordinance; (ii) a certified copy of the Bond Ordinance; (iii) a copy of the executed Reimbursement Agreement; (iv) a copy of this Indenture executed by the Trustee and the City; (v) a copy of the executed Continuing Disclosure Agreement of Issuer; (vi) a copy of the executed Continuing Disclosure Agreement of Developer; (vii) a copy of the executed opinion of Bond Counsel; (viii) the approving opinion of the Attorney General of the State and the State Comptroller's registration certificate; and (ix) a City Certificate directing the authentication and delivery of the Bonds, describing the Bonds to be authenticated and delivered, designating the purchasers to whom the Bonds are to be delivered, stating the purchase price of the Bonds and stating that all items required by this Section are therewith delivered to the Trustee in form and substance satisfactory to the City. (b) Each Series of Refunding Bonds shall be executed by the City and delivered to the Trustee, whereupon the Trustee shall authenticate such Refunding Bonds and, upon payment of the purchase price of such Series of Refunding Bonds, shall deliver such series of Refunding Bonds upon the order of the City, but only upon delivery to the Trustee of: (i) the items described in Section 3.3(a)(v) and (vii), if any, above; (ii) a certified copy of the ordinance of the City Council authorizing the issuance of such Series of Refunding Bonds and all actions necessary therefor; (iii) an original executed counterpart of the Supplemental Indenture for such Series of Refunding Bonds that establishes, among other things, the date, rate or rates of interest on, interest payment dates, maturity dates, redemption and all other terms and provisions of such Series of Refunding Bonds, which such terms shall include a deposit into the Reserve Account of the Reserve Fund of an amount equal to the Reserve Account Requirement taking into account the then Outstanding Bonds Similarly Secured and the Refunding Bonds then proposed to be issued; (iv) a City Certificate, including the requisite information as set forth in Section 3.3(a)(5) above, to the effect that the issuance of such Series of Refunding Bonds complies with the requirements contained herein and in each Supplemental Indenture, including the requirements contained in Section 13.2(c) below; and 139199012.11 - 15 - (v) the City Representative shall certify to the Trustee in writing that the City is not in default in the performance and observance of any of the terms, provisions and conditions applicable to the City contained herein or in any Supplemental Indenture. Section 3.4. Medium, Method and Place of Payment. (a) Principal of and interest on the Bonds Similarly Secured shall be paid in lawful money of the United States of America, as provided in this Section. (b) Interest on the Bonds Similarly Secured shall be payable to the Owners thereof as shown in the Register at the close of business on the relevant Record Date; provided, however, that in the event of nonpayment of interest on a scheduled Interest Payment Date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date")will be established by the Trustee, if and when funds for the payment of such interest have been received from or on behalf of the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the "Special Payment Date," which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) Business Days prior to the Special Record Date by United States mail, first-class, postage prepaid, to the address of each Owner of a Bonds Similarly Secured appearing on the books of the Trustee at the close of business on the last Business Day preceding the date of mailing such notice. (c) Interest on the Bonds Similarly Secured shall be paid by check, dated as of the Interest Payment Date, and sent, United States mail, first-class, postage prepaid, by the Paying Agent/Registrar to each Owner at the address of each Owner as such appears in the Register or by such other customary banking arrangement acceptable to the Paying Agent/Registrar and the Owner; provided, however, the Owner shall bear all risk and expense of such other banking arrangement. (d) The principal of each Bond Similarly Secured shall be paid to the Owner of such Bond Similarly Secured on the due date thereof, whether at the maturity date or the date of prior redemption thereof, upon presentation and surrender of such Bond Similarly Secured at the Designated Payment/Transfer Office of the Paying Agent/Registrar. (e) If the date for the payment of the principal of or interest on the Bonds Similarly Secured shall be a Saturday, Sunday, legal holiday, or day on which banking institutions in the city where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are required or authorized by law or executive order to close, the date for such payment shall be the next succeeding day that is not a Saturday, Sunday, legal holiday, or day on which such banking institutions are required or authorized to close, and payment on such date shall for all purposes be deemed to have been made on the due date thereof as specified in Section 3.2 of this Indenture. (f) Unclaimed payments of amounts due hereunder shall be segregated in a special account and held in trust, uninvested by the Paying Agent/Registrar, for the account of the Owner of the Bonds Similarly Secured to which such unclaimed payments pertain. Subject to any escheat, abandoned property, or similar law of the State of Texas, any such payments remaining unclaimed by the Owners entitled thereto for two (2) years after the applicable payment or redemption date shall be applied to the next payment or payments on such Bonds Similarly Secured thereafter coming due and, to the extent any such money remains after the retirement of all Outstanding Bonds Similarly Secured, shall be paid to the City to be used for any lawful purpose. Thereafter, none of the City, the Paying Agent/Registrar, or any other Person shall be 139199012.11 - 16 - liable or responsible to any Owners of such Bonds Similarly Secured for any further payment of such unclaimed moneys or on account of any such Bonds Similarly Secured, subject to any applicable escheat law or similar law of the State of Texas. Section 3.5. Execution and Registration of Bonds Similarly Secured. (a) The Bonds Similarly Secured shall be executed on behalf of the City by the Mayor or Mayor Pro Tern of the City and the City Secretary or Assistant City Secretary, by their manual or facsimile signatures, and the official seal of the City shall be impressed or placed in facsimile thereon. Such facsimile signatures on the Bonds Similarly Secured shall have the same effect as if each of the Bonds Similarly Secured had been signed manually and in person by each of said officers, and such facsimile seal on the Bonds Similarly Secured shall have the same effect as if the official seal of the City had been manually impressed upon each of the Bonds Similarly Secured. (b) In the event that any officer of the City whose manual or facsimile signature appears on the Bonds Similarly Secured ceases to hold such office before the authentication of such Bonds Similarly Secured or before the delivery thereof, such manual or facsimile signature nevertheless shall be valid and sufficient for all purposes as if such officer had remained in such office. (c) Except as provided below, no Bond Similarly Secured shall be valid or obligatory for any purpose or be entitled to any security or benefit of this Indenture unless and until there appears thereon the Certificate of Trustee substantially in the form provided herein or in a Supplemental Indenture, duly authenticated by manual execution by an officer or duly authorized signatory of the Trustee. It shall not be required that the same officer or authorized signatory of the Trustee sign the Certificate of Trustee on all of the Bonds Similarly Secured. In lieu of the executed Certificate of Trustee described above, the Initial Bond delivered at the Closing Date for such series of Bonds Similarly Secured shall have attached thereto the Comptroller's Registration Certificate substantially in the form provided herein or in a Supplemental Indenture, manually executed by the State Comptroller, or by his or her duly authorized agent, which certificate shall be evidence that such Initial Bond has been duly approved by the Attorney General of the State, is a valid and binding obligation of the City, and has been registered by the State Comptroller, including the provisions of Title 6 of the Texas Property Code, as amended. (d) On each Closing Date for each Series of the Bonds Similarly Secured, one Initial Bond representing the entire principal amount of such Series of Bonds Similarly Secured, payable in stated installments to the Purchaser of such series of Bonds Similarly Secured, or its designee, executed with the manual or facsimile signatures of the Mayor or Mayor Pro Tern and the City Secretary or Assistant City Secretary, approved by the Attorney General of the State, and registered and manually signed by the State Comptroller, will be delivered to the Purchaser of such series of Bonds Similarly Secured or its designee. Upon payment for such Initial Bond, the Trustee shall cancel the Initial Bond and upon City Certificate deliver to DTC on behalf of the Purchaser of such Bonds Similarly Secured one registered definitive bond for each year of maturity of such series of the Bonds Similarly Secured, in the aggregate principal amount of all bonds for such maturity of such series of the Bonds Similarly Secured, registered in the name of Cede & Co., as nominee of DTC. 139199012.11 - 17 - Section 3.6. Refunding Bonds. (a) Except in accordance with the provisions of this Indenture, including Section 13.2, the City shall not issue additional bonds, notes or other obligations payable from any portion of the Trust Estate, other than Refunding Bonds. The City reserves the right to issue Refunding Bonds, the proceeds of which would be utilized to refund all or any portion of the Outstanding Bonds or Outstanding Refunding Bonds and to pay all costs incident to the Refunding Bonds, as authorized by the laws of the State of Texas. Except as limited by the terms of this Indenture, including Section 13.2, the City reserves the right to incur debt payable from sources other than the Trust Estate, including revenue derived from contracts with other entities, including private corporations, municipalities and political subdivisions issued particularly for the purchase, construction, improvement, extension, replacement, enlargement or repair of the facilities needed in performing any such contract. (b) The principal of all Refunding Bonds must be scheduled to be paid, be subject to mandatory sinking fund redemption or mature on September 15 of the years in which such principal is scheduled to be paid. All Refunding Bonds must bear interest at a fixed rate and any interest payment dates for Refunding Bonds must be March 15 and September 15. The date, rate or rates of interest on, interest payment dates, maturity dates, redemption and all other terms and provisions of Refunding Bonds shall be set forth in a Supplemental Indenture. (c) Upon their authorization by the City, the Refunding Bonds of a Series issued under this Section 3.6 shall be issued and shall be delivered to the purchasers or owners thereof, but before, or concurrently with, the delivery of said Refunding Bonds to such purchasers or owners there shall have been filed with the Trustee the items required by Section 3.3(b) above. Section 3.7. Ownership. (a) The City,the Trustee, the Paying Agent/Registrar and any other Person may treat the Person in whose name any Bond Similarly Secured is registered as the absolute owner of such Bond Similarly Secured for the purpose of making and receiving payment as provided herein (except interest shall be paid to the Person in whose name such Bond Similarly Secured is registered on the relevant Record Date) and for all other purposes, whether or not such Bond Similarly Secured is overdue, and neither the City nor the Trustee, nor the Paying Agent/Registrar, shall be bound by any notice or knowledge to the contrary. (b) All payments made to the Owner of any Bond Similarly Secured shall be valid and effectual and shall discharge the liability of the City, the Trustee and the Paying Agent/Registrar upon such Bond Similarly Secured to the extent of the sums paid. Section 3.8. Registration, Transfer and Exchange. (a) So long as any Bond Similarly Secured remains Outstanding, the City shall cause the Paying Agent/Registrar to keep at the Designated Payment/Transfer Office a Register in which, subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar shall provide for the registration and transfer of Bonds Similarly Secured in accordance with this Indenture. The Paying Agent/Registrar represents and warrants that it will maintain a copy of the Register, with a copy thereof filed with the City, and shall cause the Register to be current with all registration and transfer information as from time to time may be applicable. 139199012.11 - 18 - (b) A Bond Similarly Secured shall be transferable only upon the presentation and surrender thereof at the Designated Payment/Transfer Office of the Paying Agent/Registrar with such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar. No transfer of any Bond Similarly Secured shall be effective until entered in the Register. If any Bond Similarly Secured is not presented for payment when the principal thereof becomes due, either at maturity or otherwise, or at the date fixed for redemption thereof, if funds sufficient to pay such Bond Similarly Secured shall have been made available to the Trustee, all liability of the City to the Owner thereof for the payment of such Bond Similarly Secured shall forthwith cease and be completely discharged, and thereupon it shall be the duty of the Trustee to hold such fund or funds, without liability for interest thereon, for the benefit of the Owner of such Bond Similarly Secured who shall thereafter be restricted exclusively to such fund or funds for any claim of whatever nature on his part under this Indenture, or with respect to, said Bond Similarly Secured. (c) The Bonds Similarly Secured shall be exchangeable upon the presentation and surrender thereof at the Designated Payment/Transfer Office of the Paying Agent/Registrar for a Bond Similarly Secured or Bonds Similarly Secured of the same maturity and interest rate and in any Authorized Denomination and in an aggregate principal amount equal to the unpaid principal amount of the Bond presented for exchange. The Trustee is hereby authorized to authenticate and deliver Bonds Similarly Secured exchanged for other Bonds Similarly Secured in accordance with this Section. (d) The Trustee is hereby authorized to authenticate and deliver Bonds Similarly Secured transferred or exchanged in accordance with this Section. A new Bond Similarly Secured or Bonds will be delivered by the Paying Agent/Registrar, in lieu of the Bond Similarly Secured being transferred or exchanged, at the Designated Payment/Transfer Office, or sent by United States mail, first class, postage prepaid, to the Owner or his designee. Each transferred Bond Similarly Secured delivered by the Paying Agent/Registrar in accordance with this Section shall constitute an original contractual obligation of the City and shall be entitled to the benefits and security of this Indenture to the same extent as the Bond Similarly Secured or Bonds Similarly Secured in lieu of which such transferred Bond Similarly Secured is delivered. (e) Each exchange Bond Similarly Secured delivered in accordance with this Section shall constitute an original contractual obligation of the City and shall be entitled to the benefits and security of this Indenture to the same extent as the Bond Similarly Secured or Bonds Similarly Secured in lieu of which such exchange Bond Similarly Secured is delivered. (f) No service charge shall be made to the Owner for the initial registration, subsequent transfer, or exchange for a different Authorized Denomination of any of the Bonds Similarly Secured. The Paying Agent/Registrar, however, may require the Owner to pay a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed in connection with the registration, transfer, or exchange of a Bond Similarly Secured. (g) Neither the City nor the Paying Agent/Registrar shall be required to issue, transfer, or exchange any Bond Similarly Secured or portion thereof called for redemption prior to maturity within 45 days prior to the date fixed for redemption; provided, however, such limitation shall not be applicable to an exchange by the Owner of the uncalled principal balance of a Bond Similarly Secured. 139199012.11 - 19 - Section 3.9. Cancellation. All Bonds Similarly Secured paid or redeemed before scheduled maturity in accordance with this Indenture, and all Bonds Similarly Secured in lieu of which exchange Bonds Similarly Secured or replacement Bonds Similarly Secured are authenticated and delivered in accordance with this Indenture, shall be cancelled, and proper records shall be made regarding such payment, redemption, exchange, or replacement. The Paying Agent/Registrar shall dispose of cancelled Bonds Similarly Secured in accordance with the records retention requirements of the Trustee. Section 3.10. Temporary Bonds Similarly Secured. (a) Following the delivery and registration of the Initial Bond of a given Series of Bonds Similarly Secured and pending the preparation of definitive Bonds Similarly Secured for such Series of Bonds Similarly Secured, the proper officers of the City may execute and, upon the City's request, the Trustee shall authenticate and deliver, one or more temporary Bonds Similarly Secured that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any Authorized Denomination, substantially of the tenor of the definitive Bonds Similarly Secured in lieu of which they are delivered, without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers of the City executing such temporary Bonds Similarly Secured may determine, as evidenced by their signing of such temporary Bonds Similarly Secured. (b) Until exchanged for Bonds Similarly Secured in definitive form, such Bonds Similarly Secured in temporary form shall be entitled to the benefit and security of this Indenture. (c) The City, without unreasonable delay, shall prepare, execute and deliver to the Trustee the Bonds Similarly Secured in definitive form; thereupon, upon the presentation and surrender of the Bond Similarly Secured or Bonds Similarly Secured in temporary form to the Paying Agent/Registrar, the Paying Agent/Registrar shall cancel the Bonds Similarly Secured in temporary form and the Trustee shall authenticate and deliver in exchange therefor a Bond Similarly Secured or Bonds Similarly Secured of the same maturity and series, in definitive form, in the Authorized Denomination, and in the same aggregate principal amount, as the Bond Similarly Secured or Bonds Similarly Secured in temporary form surrendered. Such exchange shall be made without the making of any charge therefor to any Owner. Section 3.11. Replacement Bonds Similarly Secured. (a) Upon the presentation and surrender to the Paying Agent/Registrar of a mutilated Bond Similarly Secured, the Trustee shall authenticate and deliver in exchange therefor a replacement Bond Similarly Secured of like tenor and principal amount, bearing a number not contemporaneously outstanding. The City or the Paying Agent/Registrar may require the Owner of such Bond Similarly Secured to pay a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed in connection therewith and any other expenses connected therewith. (b) In the event that any Bond Similarly Secured is lost, apparently destroyed or wrongfully taken, the Trustee, pursuant to the applicable laws of the State of Texas and in the absence of notice or knowledge that such Bond Similarly Secured has been acquired by a bona fide purchaser, shall authenticate and deliver a replacement Bond Similarly Secured of like tenor and principal amount bearing a number not contemporaneously outstanding, provided that the Owner first complies with the following requirements: 139199012.11 - 20 - (i) furnishes to the Paying Agent/Registrar satisfactory evidence of his or her ownership of and the circumstances of the loss, destruction or theft of such Bond Similarly Secured; (ii) furnishes such security or indemnity as may be required by the Paying Agent/Registrar and the Trustee to save them and the City harmless; (iii) pays all expenses and charges in connection therewith, including, but not limited to, printing costs, legal fees, fees of the Trustee and the Paying Agent/Registrar and any tax or other governmental charge that is authorized to be imposed; and (iv) satisfies any other reasonable requirements imposed by the City and the Trustee. (c) After the delivery of such replacement Bond Similarly Secured, if a bona fide purchaser of the original Bond Similarly Secured in lieu of which such replacement Bond Similarly Secured was issued presents for payment such original Bond Similarly Secured, the City and the Paying Agent/Registrar shall be entitled to recover such replacement Bond Similarly Secured from the Person to whom it was delivered or any Person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost, or expense incurred by the City, the Paying Agent/Registrar or the Trustee in connection therewith. (d) In the event that any such mutilated, lost, apparently destroyed or wrongfully taken Bond Similarly Secured has become or is about to become due and payable, the Paying Agent/Registrar, in its discretion, instead of issuing a replacement Bond Similarly Secured, may pay such Bond Similarly Secured if it has become due and payable or may pay such Bond Similarly Secured when it becomes due and payable. (e) Each replacement Bond Similarly Secured delivered in accordance with this Section shall constitute an original additional contractual obligation of the City and shall be entitled to the benefits and security of this Indenture to the same extent as the Bond Similarly Secured or Bonds Similarly Secured in lieu of which such replacement Bond Similarly Secured is delivered. Section 3.12. Book-Entry Only System. The Bonds Similarly Secured shall initially be issued in book-entry-only form and shall be deposited with DTC, which is hereby appointed to act as the securities depository therefor, in accordance with the letter of representations from the City to DTC. On the Closing Date of each series of Bonds Similarly Secured, the definitive Bonds Similarly Secured shall be issued in the form of a single typewritten certificate for each maturity thereof registered in the name of Cede & Co., as nominee for DTC. With respect to Bonds Similarly Secured registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC Participant or to any Person on behalf of whom such a DTC Participant holds an interest in the Bonds Similarly Secured. Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds Similarly Secured, (ii) the delivery to any DTC Participant or any 139199012.11 - 21 - other Person, other than an Owner, as shown on the Register, of any notice with respect to the Bonds Similarly Secured, including any notice of redemption, or (iii) the payment to any DTC Participant or any other Person, other than an Owner, as shown in the Register of any amount with respect to principal of, premium, if any, or interest on the Bonds Similarly Secured. Notwithstanding any other provision of this Indenture to the contrary, the City and the Paying Agent/Registrar shall be entitled to treat and consider the Person in whose name each Bond Similarly Secured is registered in the Register as the absolute owner of such Bond for the purpose of payment of principal of, premium, if any, and interest on such Bond Similarly Secured, for the purpose of giving notices of redemption and other matters with respect to such Bond Similarly Secured, for the purpose of registering transfer with respect to such Bond Similarly Secured, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of, premium, if any, and interest on the Bonds Similarly Secured only to or upon the order of the respective Owners as shown in the Register, as provided in this Indenture, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to payment of principal of, premium, if any, and interest on the Bonds Similarly Secured to the extent of the sum or sums so paid. No Person other than an Owner, as shown in the Register, shall receive a certificate evidencing the obligation of the City to make payments of amounts due pursuant to this Indenture. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Indenture with respect to interest checks or drafts being mailed to the registered owner at the close of business on the relevant Record Date, the word "Cede & Co." in this Indenture shall refer to such new nominee of DTC. Section 3.13. Successor Securities Depository: Transfer Outside Book-Entry-Only System. In the event that the City determines that DTC is incapable of discharging its responsibilities described herein and in the letter of representations from the City to DTC, the City shall (i) appoint a successor securities depository, qualified to act as such under Section 17A of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Bonds Similarly Secured to such successor securities depository; or(ii) notify DTC and DTC Participants of the availability through DTC of certificated Bonds Similarly Secured and cause the Paying Agent/Registrar to transfer one or more separate registered Bonds Similarly Secured to DTC Participants having Bonds Similarly Secured credited to their DTC accounts. In such event, the Bonds Similarly Secured shall no longer be restricted to being registered in the Register in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names Owners transferring or exchanging Bonds Similarly Secured shall designate, in accordance with the provisions of this Indenture. Section 3.14. Payments to Cede & Co. Notwithstanding any other provision of this Indenture to the contrary, so long as any Bonds Similarly Secured are registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bonds Similarly Secured, and all notices with respect to such Bonds Similarly Secured shall be made and given, respectively, in the manner provided in the blanket letter of representations from the City to DTC. 139199012.11 - 22 - ARTICLE IV REDEMPTION OF BONDS SIMILARLY SECURED BEFORE MATURITY Section 4.1. Limitation on Redemption. The Bonds Similarly Secured shall be subject to redemption before their scheduled maturity only as provided in this Article IV. Each Series of Bonds Similarly Secured, other than the Bonds, shall be subject to redemption as provided in the Supplemental Indenture authorizing the issuance of such Series of Bonds Similarly Secured. Section 4.2. Mandatory Sinking Fund Redemption. (a) The Bonds are subject to mandatory sinking fund redemption prior to their Stated Maturity and will be redeemed by the City in part at the Redemption Price from moneys available for such purpose in the Principal and Interest Account of the Bond Fund pursuant to Article VI, on the dates and in the respective Sinking Fund Installments as set forth in the following schedule: Term Bonds Maturing September 15, 20 Sinking Fund Redemption Date Installment($) September 15, 20_ September 15, 20_ September 15, 20_ September 15, 20_ September 15, 20_ September 15, 20_ September 15, 20_* * maturity Term Bonds Maturing September 15, 20 Sinking Fund Redemption Date Installment($) September 15, 20_ September 15, 20_ September 15, 20_ September 15, 20_ September 15, 20_ September 15, 20_* * maturity Term Bonds Maturing September 15,20 139199012.11 - 23 - Sinking Fund Redemption Date Installment($) September 15, 20_ September 15, 20_ September 15, 20_ September 15, 20_ September 15, 20_ September 15, 20_* * maturity (b) At least forty-five(45) days prior to each mandatory sinking fund redemption date, and subject to any prior reduction authorized by subparagraphs (iii) and (iv) of this Section 4.2(a), the Trustee shall select a principal amount of Bonds (in accordance with Section 4.5) of such maturity equal to the Sinking Fund Installment amount of such Bonds to be redeemed, shall call such Bonds for redemption on such scheduled mandatory sinking fund redemption date, and shall give notice of such redemption, as provided in Section 4.6. (c) The principal amount of Bonds of a Stated Maturity required to be redeemed on any mandatory sinking fund redemption date pursuant to subparagraph (i) of this Section 4.2(a) shall be reduced, at the option of the City, by the principal amount of any Bonds of such maturity which, at least forty-five(45) days prior to the mandatory sinking fund redemption date shall have been acquired by the City at a price not exceeding the principal amount of such Bonds plus accrued and unpaid interest to the date of purchase thereof, and delivered to the Trustee for cancellation. (d) The principal amount of Bonds required to be redeemed on any mandatory sinking fund redemption date pursuant to subparagraph (i) of this Section 4.2(a) shall be reduced on a pro rata basis among Sinking Fund Installments by the principal amount of any Bonds which, at least forty-five (45) days prior to the mandatory sinking fund redemption date, shall have been redeemed pursuant to the optional redemption or extraordinary optional redemption provisions hereof and not previously credited to a mandatory sinking fund redemption. Section 4.3. Optional Redemption. The City reserves the right and option to redeem Bonds maturing on or after September 15, 20_, before their respective scheduled maturity dates, in whole or in part, on any date on or after September 15, 20_, such redemption date or dates to be fixed by the City, at the Redemption Price. Section 4.4. Extraordinary Optional Redemption. Notwithstanding any provision in this Indenture to the contrary, the City reserves the right and option to redeem Bonds Similarly Secured before their respective scheduled maturity dates, in whole or in part and in an amount and on a date specified in a City Certificate, at the Redemption Price of such Bonds Similarly Secured, or portions thereof, to be redeemed plus accrued interest to the date of redemption from amounts on deposit in the Redemption Fund as a result of Prepayments (including related transfers to the Redemption Fund made pursuant to the terms of 139199012.11 - 24 - this Indenture, any other transfers to the Redemption Fund under the terms of this Indenture, or as a result of unexpended amounts transferred from the Project Fund pursuant to the terms of this Indenture). The City will provide the Trustee a City Certificate directing the Bonds to be redeemed pursuant to this Section 4.4 in accordance with the provisions of Section 4.5 hereof. Section 4.5. Partial Redemption. (a) If less than all of a series of Bonds Similarly Secured are to be redeemed pursuant to Sections 4.2, 4.3, or 4.4, Bonds Similarly Secured shall be redeemed in minimum principal amounts of$1,000 or any integral multiple thereof. Each Bond Similarly Secured shall be treated as representing the number of bonds that is obtained by dividing the principal amount of such series of Bonds Similarly Secured by $1,000. No redemption shall result in a Bond Similarly Secured in a denomination of less than the Authorized Denomination in effect at that time; provided, however, if the amount of the Outstanding Bond Similarly Secured is less than an Authorized Denomination after giving effect to such partial redemption, a Bond Similarly Secured in the principal amount equal to the unredeemed portion, but not less than $1,000, may be issued. (b) In selecting the Bonds Similarly Secured to be redeemed pursuant to Section 4.2, the Trustee may select Bonds Similarly Secured in any method that results in a random selection. (c) In selecting the Bonds Similarly Secured to be redeemed pursuant to Section 4.3, the Trustee may rely on the directions provided in a City Certificate. (d) If less than all of the Bonds Similarly Secured are called for extraordinary optional redemption pursuant to Section 4.4 hereof, the Bonds Similarly Secured or portion of a Bond Similarly Secured, as applicable, to be redeemed shall be allocated on a pro rata basis (as nearly as practicable) among all Outstanding Bonds Similarly Secured. (e) Upon surrender of any Bond Similarly Secured for redemption in part, the Trustee, in accordance with Section 3.7 of this Indenture, shall authenticate and deliver an exchange Bond Similarly Secured or Bonds Similarly Secured of the same series and in an aggregate principal amount equal to the unredeemed portion of the Bond Similarly Secured so surrendered, such exchange being without charge. Section 4.6. Notice of Redemption to Owners. (a) The Trustee shall give notice of any redemption of Bonds Similarly Secured by sending notice by United States mail, first-class, postage prepaid, not less than 30 days before the date fixed for redemption, to the Owner of each Bond Similarly Secured or portion thereof to be redeemed, at the address shown in the Register. So long as the Bonds Similarly Secured are in book-entry-only form and held by DTC as security depository, references to Owner in this Indenture means Cede & Co., as nominee for DTC. (b) The notice shall state the redemption date, the Redemption Price, the place at which the Bonds Similarly Secured are to be surrendered for payment, and, if less than all the Outstanding Bonds Similarly Secured are to be redeemed, and subject to Section 4.5 hereof, an identification of the Bonds Similarly Secured or portions thereof to be redeemed, any conditions to such redemption and that on the redemption date, if all conditions, if any, to such redemption have been satisfied, such Bond Similarly Secured shall become due and payable. (c) Any notice given as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Owner receives such notice. 139199012.11 - 25 - (d) The City has the right to rescind any optional redemption or extraordinary optional redemption described in Section 4.3 or 4.4 by written notice to the Trustee on or prior to the date fixed for redemption. Any notice of redemption shall be cancelled and annulled if for any reason funds are not available on the date fixed for redemption for the payment in full of the Bonds Similarly Secured then called for redemption, and such cancellation shall not constitute an Event of Default under the Indenture. The Trustee shall mail notice of rescission of redemption in the same manner notice of redemption was originally provided. (e) With respect to any optional redemption of the Bonds Similarly Secured, unless the Trustee has received funds sufficient to pay the Redemption Price of the Bonds Similarly Secured to be redeemed before giving of a notice of redemption, the notice may state the City may condition redemption on the receipt of such funds by the Trustee on or before the date fixed for the redemption, or on the satisfaction of any other prerequisites set forth in the notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption are not satisfied and sufficient funds are not received, the notice shall be of no force and effect, the City shall not redeem the Bonds Similarly Secured and the Trustee shall give notice, in the manner in which the notice of redemption was given, that the Bonds Similarly Secured have not been redeemed. Section 4.7. Payment Upon Redemption. (a) The Trustee shall make provision for the payment of the Bonds Similarly Secured to be redeemed on such date by setting aside and holding in trust an amount from the Redemption Fund or otherwise received by the Trustee from the City and shall use such funds solely for the purpose of paying the Redemption Price on the Bonds Similarly Secured being redeemed. (b) Upon presentation and surrender of any Bond Similarly Secured called for redemption at the Designated Payment/Transfer Office of the Trustee (acting as Paying Agent/Registrar) on or after the date fixed for redemption, the Trustee shall pay the Redemption Price on such Bond Similarly Secured to the date of redemption from the moneys set aside for such purpose. Section 4.8. Effect of Redemption. Notice of redemption having been given as provided in Section 4.6 of this Indenture, the Bonds Similarly Secured or portions thereof called for redemption shall become due and payable on the date fixed for redemption provided that funds for the payment of the Redemption Price of such Bonds Similarly Secured to the date fixed for redemption are on deposit with the Trustee; thereafter, such Bonds Similarly Secured or portions thereof shall cease to bear interest from and after the date fixed for redemption, whether or not such Bonds Similarly Secured are presented and surrendered for payment on such date. ARTICLE V FORM OF THE BONDS SIMILARLY SECURED Section 5.1. Form Generally. (a) The Bonds Similarly Secured, including the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Certificate of the Trustee, and the Assignment to appear on each of the Bonds Similarly Secured, (i) shall be, with respect to the Bonds, substantially in the form set forth in Exhibit A to this Indenture with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this 139199012.11 - 26 - Indenture, and, with respect to any other Bonds Similarly Secured, substantially in the form set forth in an exhibit to a Supplemental Indenture with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Indenture and (ii) may have such letters, numbers, or other marks of identification (including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including any reproduction of an opinion of counsel) thereon as, consistently herewith, may be determined by the City or by the officers executing such Bonds Similarly Secured, as evidenced by their execution thereof. (b) Any portion of the text of any Bonds Similarly Secured may be set forth on the reverse side thereof, with an appropriate reference thereto on the face of the Bonds Similarly Secured. (c) The definitive Bonds Similarly Secured shall be typewritten, printed, lithographed, or engraved, and may be produced by any combination of these methods or produced in any other similar manner, all as determined by the officers executing such Bonds Similarly Secured, as evidenced by their execution thereof. (d) Each respective Initial Bond submitted to the Attorney General of the State of Texas may be typewritten and photocopied or otherwise reproduced. (e) The form of each Series of Refunding Bonds shall be set forth in the applicable Supplemental Indenture authorizing the issuance of such Refunding Bonds. Section 5.2. CUSIP Registration. The City may secure identification numbers through the CUSIP Services, managed by FactSet Research Systems Inc. on behalf of The American Bankers Association, New York, New York, and may authorize the printing of such numbers on the face of the Bonds Similarly Secured. It is expressly provided, however, that the presence or absence of CUSIP numbers on the Bonds Similarly Secured shall be of no significance or effect as regards the legality thereof; and none of the City, the Trustee, nor the attorneys approving said Bonds Similarly Secured as to legality are to be held responsible for CUSIP numbers incorrectly printed on the Bonds Similarly Secured. Section 5.3. Legal Opinion. The approving legal opinion of Bond Counsel may be printed on or attached to each Bond Similarly Secured over the certification of the City Secretary or Assistant City Secretary of the City, which may be executed in facsimile. ARTICLE VI FUNDS AND ACCOUNTS Section 6.1. Establishment of Funds and Accounts. (a) Creation of Funds. The following Funds are hereby created and established under this Indenture: (i) Pledged Revenue Fund; (ii) Bond Fund; 139199012.11 - 27 - (iii) Project Fund; (iv) Reserve Fund; (v) Redemption Fund; (vi) Rebate Fund; (vii) Administrative Fund; and (viii) Project Collection Fund. (b) Creation of Accounts. (i) The following Accounts are hereby created and established under the Pledged Revenue Fund: (A) Bond Pledged Revenue Account. (ii) The following Account is hereby created and established under the Bond Fund: (A) Principal and Interest Account. (iii) The following Accounts are hereby created and established under the Project Fund: (A) Improvement Area #1 Improvements Account; and (B) Costs of Issuance Account. (iv) The following Accounts are hereby created and established under the Reserve Fund: (A) Reserve Account; and (B) Additional Interest Reserve Account. (c) Each Fund and each Account created within such Fund shall be maintained by the Trustee separate and apart from all other funds and accounts of the City. The Pledged Funds shall constitute trust funds which shall be held in trust by the Trustee as part of the Trust Estate solely for the benefit of the Owners of the Bonds Similarly Secured. (d) Interest earnings and profit on each respective Fund and Account established by this Indenture, including the Project Collection Fund, shall be applied or withdrawn for the purposes of such Fund or Account as specified below. (e) The Trustee may, from time to time, upon written direction from the City pursuant to a City Certificate, create additional Funds or Accounts hereunder as may be necessary for the receipt and application of the Improvement Area #1 Assessment Revenues to account properly for the payment of the Actual Costs of the Authorized Improvements benefiting Improvement Area #1 or to facilitate the payment or redemption for the Bonds Similarly Secured. Section 6.2. Initial Deposits to Funds and Accounts. (a) The proceeds from the sale of the Bonds shall be paid to the Trustee and deposited or transferred by the Trustee as follows: 139199012.11 - 28 - (i) to the Improvement Area #1 Improvements Account of the Project Fund: (ii) to the Costs of Issuance Account of the Project Fund: $ ; (iii) to the Reserve Account of the Reserve Fund: $ ; and (iv) to the Administrative Fund: $ Section 6.3. Pledged Revenue Fund. (a) On or before March 1 of each year while the Bonds Similarly Secured are Outstanding and beginning March 1, 2025, the City shall deposit or cause to be deposited the Pledged Revenues, other than the Pledged Revenues on deposit in the Project Collection Fund which revenues shall be transferred in accordance with Section 6.10 hereof, into the Pledged Revenue Fund. As soon as practicable following deposit into the Pledged Revenue Fund pursuant to this Section 6.3(a) or Section 6.10, the Trustee shall apply the Pledged Revenues in the following order of priority: (i) first, to the Bond Pledged Revenue Account of the Pledged Revenue Fund in an amount sufficient to pay debt service on the Bonds Similarly Secured next coming due in such calendar year, (ii) second, to the Reserve Account of the Reserve Fund in an amount to cause the amount in the Reserve Account to equal the Reserve Account Requirement, in accordance with Section 6.7(a) hereof, (iii) third, to the Additional Interest Reserve Account of the Reserve Fund in an amount equal to the Additional Interest collected, if any, in accordance with Section 6.7(b) hereof, (iv) fourth, to pay Actual Costs of the Improvement Area #1 Improvements, and (v) fifth, to pay other costs permitted by the PID Act. Along with each deposit of Pledged Revenues from the Project Collection Fund to the Pledged Revenue Fund, the City shall provide a City Certificate to the Trustee as to (i) the Funds and Accounts into which the amounts are to be deposited or retained, as applicable, and (ii) the amounts of any payments to be made from such Funds and Accounts. (b) From time to time as needed to pay the obligations relating to the Bonds Similarly Secured, but no later than five (5) Business Days before each Interest Payment Date, the Trustee shall withdraw from the Bond Pledged Revenue Account and transfer to the Principal and Interest Account of the Bond Fund, an amount, taking into account any amounts then on deposit in such Principal and Interest Account, such that the amount on deposit in the Principal and Interest Account equals the principal (including any Sinking Fund Installments) and interest due on the Bonds Similarly Secured on the next Interest Payment Date. (c) If, after the foregoing transfers and any transfer from the Reserve Fund as provided in Section 6.7 herein, there are insufficient funds to make the payments provided in paragraph (b) above, the Trustee shall apply the available funds in the Principal and Interest Account first, to the payment of interest and, second, to the payment of principal (including any Sinking Fund Installments) on the Bonds Similarly Secured, as described in Section 11.4(a) hereof. (d) Notwithstanding Section 6.3(a) hereof, the Trustee shall deposit Prepayments to the Pledged Revenue Fund and as soon as practicable after such deposit shall transfer such Prepayments to the Redemption Fund. (e) Notwithstanding Section 6.3(a) hereof, the Trustee shall deposit Foreclosure Proceeds to the Pledged Revenue Fund and as soon as practicable after such deposit shall transfer Foreclosure Proceeds first, to the Reserve Account to restore any transfers from the 139199012.11 - 29 - Reserve Account made with respect to the Improvement Area #1 Assessed Property(s) to which the Foreclosure Proceeds relate, second, to the Additional Interest Reserve Account to restore any transfers from the Additional Interest Reserve Account made with respect to the Improvement Area#1 Assessed Property(s)to which the Foreclosure Proceeds relate, and third, to the Redemption Fund. (f) After satisfaction of the requirement to provide for the payment of the principal and interest on the Bonds Similarly Secured and to fund any deficiency that may exist in an account of the Reserve Fund, the City may direct the Trustee by City Certificate to apply Improvement Area #1 Assessments for any lawful purposes permitted by the PID Act for which Assessments may be paid. (g) Any additional Pledged Revenues remaining after the satisfaction of the foregoing shall be applied by the Trustee, as instructed by the City pursuant to a City Certificate, for any lawful purpose permitted by the PID Act for which such additional Pledged Revenues may be used, including transfers to other Funds and Accounts created pursuant to this Indenture. Section 6.4. Bond Fund. (a) On each Interest Payment Date, the Trustee shall withdraw from the Principal and Interest Account and transfer to the Paying Agent/Registrar the principal (including any Sinking Fund Installments) and/or interest then due and payable on the Bonds Similarly Secured. (b) If amounts in the Principal and Interest Account are insufficient for the purposes set forth in paragraph (a) above, the Trustee shall withdraw from the Reserve Fund amounts to cover the amount of such insufficiency in the order described in Section 6.7(f) hereof. Amounts so withdrawn from the Reserve Fund shall be deposited in the Principal and Interest Account and transferred to the Paying Agent/Registrar. Section 6.5. Proiect Fund. (a) Money on deposit in the Project Fund shall be used for the purposes specified in Section 3.1 hereof. Money on deposit in the Improvement Area#1 Improvements Account of the Project Fund shall only be used to pay Actual Costs of Improvement Area#1 Improvements. (b) Disbursements from the Costs of Issuance Account of the Project Fund shall be made by the Trustee to pay the costs of issuance of the Bonds Similarly Secured pursuant to one or more City Certificates. Disbursements from the Improvement Area #1 Improvements Account of the Project Fund to pay Actual Costs of the Improvement Area#1 Improvements shall be made by the Trustee upon receipt by the Trustee of either properly executed and completed Certificate for Payment or written direction from the City or its designee approving the disbursement to the Developer or the Developer's designee. The disbursement of funds from the Improvement Area #1 Improvements Account pursuant to a Certificate for Payment shall be pursuant to and in accordance with the disbursement procedures described in the Reimbursement Agreement. Such provisions and procedures related to such disbursements contained in the Reimbursement Agreement, are herein incorporated by reference and deemed set forth herein in full. (c) If the City Representative determines in his or her sole discretion that amounts then on deposit in the Improvement Area #1 Improvements Account of the Project Fund are not expected to be expended for purposes of such Account due to the abandonment, or constructive abandonment of the Improvement Area #1 Improvements, such that, in the opinion of the City Representative, it is unlikely that the amounts in the Improvement Area #1 Improvements Account of the Project Fund will ever be expended for the purposes of such Account, the City 139199012.11 - 30 - Representative shall file a City Certificate with the Trustee and shall provide evidence to the Trustee that a copy of such City Certificate was provided to the Developer prior to filing such City Certificate with the Trustee. Such City Certificate shall identify the amounts then on deposit in the Improvement Area #1 Improvements Account of the Project Fund that are not expected to be used for purposes of such Account. If such City Certificate is so filed, the amounts on deposit in the Improvement Area #1 Improvements Account of the Project Fund shall be transferred to the Redemption Fund to redeem Bonds Similarly Secured on the earliest practicable date after notice of redemption has been provided in accordance with the Indenture. (d) In making any determination pursuant to this Section, the City Representative may conclusively rely upon a certificate of an Independent Financial Consultant. (e) Upon the filing of a City Certificate stating that all Improvement Area #1 Improvements have been completed and that all Actual Costs of the Improvement Area #1 Improvements have been paid, or that any such Actual Costs of the Improvement Area #1 Improvements are not required to be paid from the Improvement Area#1 Improvements Account of the Project Fund pursuant to a Certificate for Payment, the Trustee (i) shall transfer the amount, if any, remaining within the Improvement Area #1 Improvements Account of the Project Fund to the Bond Fund and (ii) shall close the Improvement Area #1 Improvements Account. If the Improvement Area #1 Improvements Account has been closed as provided above and the Costs of Issuance Account of the Project Fund has been closed pursuant to the provisions of Section 6.5(f), the Project Fund shall be closed. (f) Not later than six months following each respective Closing Date, or upon a determination by the City Representative that all costs of issuance of such series of Bonds Similarly Secured have been paid, any amounts remaining in the Costs of Issuance Account shall be transferred, first, to Improvement Area #1 Improvements Account of the Project Fund and used to pay Actual Costs of Improvement Area #1 Improvements, and second, to the Principal and Interest Account of the Bond Fund if no Actual Costs of Improvement Area #1 Improvements remain unpaid and shall be used to pay interest on the Bonds Similarly Secured, as directed by the City in a City Certificate filed with the Trustee and the Costs of Issuance Account shall be closed. Section 6.6. Redemption Fund. (a) The Trustee shall cause to be deposited to the Redemption Fund from the Bond Pledged Revenue Account of the Pledged Revenue Fund an amount sufficient to redeem Bonds Similarly Secured as provided in Sections 4.3 and 4.4 on the dates specified for redemption as provided in Sections 4.3 and 4.4. Amounts on deposit in the Redemption Fund shall be used and withdrawn by the Trustee to redeem Bonds Similarly Secured as provided in Article IV. Section 6.7. Reserve Fund. (a) The City agrees with the Owners of the Bonds Similarly Secured to accumulate from the deposits described in Section 6.3(a) hereof, and when accumulated, maintain in the Reserve Account of the Reserve Fund, an amount equal to not less than the Reserve Account Requirement except to the extent such deficiency is due to the application of Section 6.7(d) hereof. All amounts deposited in the Reserve Account of the Reserve Fund shall be used and withdrawn by the Trustee for the purpose of making transfers to the Principal and Interest Account of the Bond Fund as provided in this Indenture. 139199012.11 - 31 - (b) The Trustee, if needed, will transfer from the Bond Pledged Revenue Account of the Pledged Revenue Fund to the Additional Interest Reserve Account on March 1 and September 1 of each year, commencing March 1, 2026, an amount equal to the Additional Interest collected, if any, until the Additional Interest Reserve Requirement has been has accumulated in the Additional Interest Reserve Account. If the amount on deposit in the Additional Interest Reserve Account shall at anytime be less than the Additional Interest Reserve Requirement, the Trustee shall notify the City, in writing, of the amount of such shortfall, and the City shall resume collecting the Additional Interest and shall file a City Certificate with the Trustee instructing the Trustee to resume depositing the Additional Interest from the Bond Pledged Revenue Account of the Pledged Revenue Fund into the Additional Interest Reserve Account until the Additional Interest Reserve Requirement has been accumulated in the Additional Interest Reserve Account; provided, however, that the City shall not be required to replenish the Additional Interest Reserve Account in the event funds are transferred from the Additional Interest Reserve Account to the Redemption Fund as a result of an extraordinary optional redemption of Bonds Similarly Secured from the proceeds of a Prepayment pursuant to Section 4.4 of this Indenture. In the event the amount on deposit in the Additional Interest Reserve Account is less than the Additional Interest Reserve Requirement then the deposits described in the immediately preceding sentence shall continue until the Additional Interest Reserve Account has been fully replenished. If, after such deposits, there is surplus Additional Interest remaining, the Trustee shall transfer such surplus Additional Interest to the Redemption Fund, and shall notify the City of such transfer in writing. In calculating the amounts to be transferred pursuant to this Section, the Trustee may conclusively rely on the Improvement Area#1 Annual Installments as shown on the Improvement Area #1 Assessment Roll in the Service and Assessment Plan or an Annual Service Plan Update, unless and until it receives a City Certificate directing that a different amount be used. (c) Whenever a transfer is made from an Account of the Reserve Fund to the Bond Fund due to a deficiency in the Bond Fund, the Trustee shall provide written notice thereof to the City, specifying the amount withdrawn and the source of said funds. (d) Whenever Bonds Similarly Secured are to be redeemed with the proceeds of Prepayments pursuant to Section 4.4, the Trustee shall transfer, on the Business Day prior to the redemption date (or on such other date as agreed to by the City and the Trustee), from the Reserve Account of the Reserve Fund to the Redemption Fund, an amount specified in a City Certificate to be applied to the redemption of the Bonds Similarly Secured. The amount so transferred from the Reserve Account of the Reserve Fund shall be equal to the principal amount of Bonds Similarly Secured to be redeemed with Prepayments multiplied by the lesser of: (i) the amount required to be in the Reserve Account of the Reserve Fund divided by the principal amount of Outstanding Bonds Similarly Secured prior to the redemption, and (ii) the amount actually in the Reserve Account of the Reserve Fund divided by the principal amount of Outstanding Bonds Similarly Secured prior to the redemption. If after such transfer, and after applying investment earnings on the Prepayments toward payment of accrued interest, there are insufficient funds in the Redemption Fund to pay the principal amount plus accrued and unpaid interest to the date fixed for redemption of the Bonds Similarly Secured to be redeemed, as identified in a City Certificate, as a result of such Prepayments and as a result of the transfer from the Reserve Account under this Section 6.7(d), the Trustee shall transfer an amount equal to the shortfall, and/or any additional amounts necessary to permit the Bonds Similarly Secured to be redeemed in minimum principal amounts of $1,000, from the Additional Interest Reserve Account to the Redemption Fund to be applied to the redemption of the Bonds Similarly Secured. 139199012.11 - 32 - (e) Whenever, on any Interest Payment Date, or on any other date at the written request of a City Representative, the amount in the Reserve Account exceeds the Reserve Account Requirement, the Trustee shall provide written notice to the City Representative of the amount of the excess. Such excess shall be transferred to the Principal and Interest Account to be used for the payment of debt service on the Bonds Similarly Secured on the next Interest Payment Date in accordance with Section 6.4 hereof, unless within thirty days of such notice to the City Representative, the Trustee receives a City Certificate instructing the Trustee to apply such excess: (i) to pay amounts due under Section 6.8 hereof, (ii) to a specified Account of the Project Fund if such application and the expenditure of funds is expected to occur within three years of the date hereof, or (iii) for such other use specified in such City Certificate if the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that such alternate use will not adversely affect the exemption from federal income tax of the interest on any Bond Similarly Secured. (f) Whenever, on any Interest Payment Date, the amount on deposit in the Bond Fund is insufficient to pay the debt service on the Bonds Similarly Secured due on such date, the Trustee shall transfer first, from the Additional Interest Reserve Account of the Reserve Fund to the Bond Fund and, second, from the Reserve Account of the Reserve Fund to the Bond Fund the amounts necessary to cure such deficiency. (g) At the final maturity of the Bonds Similarly Secured, the amount on deposit in the Reserve Account and the Additional Interest Reserve Account shall be transferred to the Principal and Interest Account of the Bond Fund and applied to the payment of the principal of the Bonds Similarly Secured. (h) If, after a Reserve Account withdrawal pursuant to Section 6.7(f), the amount on deposit in the Reserve Account of the Reserve Fund is less than the Reserve Account Requirement, the Trustee shall transfer from the Pledged Revenue Fund to the Reserve Account of the Reserve Fund the amount of such deficiency, in accordance with Section 6.3. (i) If the amount held in the Reserve Fund together with the amount held in the Bond Fund and Redemption Fund is sufficient to pay the principal amount of all Outstanding Bonds Similarly Secured on the next Interest Payment Date, together with the unpaid interest accrued on such Outstanding Bonds Similarly Secured as of such Interest Payment Date, the moneys shall be transferred to the Redemption Fund and thereafter used to redeem all Outstanding Bonds Similarly Secured as of such Interest Payment Date. Section 6.8. Rebate Fund: Rebate Amount. (a) There is hereby established a special fund of the City to be designated "City of Corpus Christi, Texas, Rebate Fund" (the "Rebate Fund") to be held by the Trustee in accordance with the terms and provisions of this Indenture. Amounts on deposit in the Rebate Fund shall be used solely for the purpose of paying amounts relating to the Bonds Similarly Secured due the United States Government in accordance with the Code. (b) In order to assure that Rebate Amount is paid to the United States rather than to a third party, investments of funds on deposit in the Rebate Fund shall be made in accordance with the Code and each respective Tax Certificate. (c) The Trustee conclusively shall be deemed to have complied with the provisions of this Section and Section 7.5(h)and shall not be liable or responsible if it follows the instructions 139199012.11 - 33 - of the City and shall not be required to take any action under this Section and Section 7.5(h) in the absence of written instructions from the City. (d) If, on the date of each annual calculation, the amount on deposit in the Rebate Fund exceeds the Rebate Amount, the City may direct the Trustee, pursuant to a City Certificate, to transfer the amount in excess of the Rebate Amount to the Bond Fund. Section 6.9. Administrative Fund. (a) On or before March 1, 2025, and on or before each March 1 and September 1 of each year thereafter while the Bonds Similarly Secured are Outstanding, the City shall deposit or cause to be deposited to the Administrative Fund the amounts collected each year to pay the Annual Collection Costs and Delinquent Collection Costs, other than the Annual Collection Costs and Delinquent Collection Costs deposited into the Project Collection Fund, which amounts shall be deposited in accordance with Section 6.10 hereof. (b) Moneys in the Administrative Fund shall be held by the Trustee separate and apart from the other Funds and Accounts created and administered hereunder and used as directed by a City Certificate solely for the purposes set forth in the Service and Assessment Plan. (c) The Administrative Fund shall not be part of the Trust Estate and shall not be security for the Bonds Similarly Secured. Section 6.10. Project Collection Fund. While any Bonds Similarly Secured are Outstanding, another taxing unit or an appraisal district, by agreement with the City, may collect Improvement Area #1 Assessment Revenue on the City's behalf. If such taxing unit or appraisal district presents or otherwise tenders to the Trustee such collected Improvement Area #1 Assessment Revenue for deposit on the City's behalf, the Trustee shall accept such Improvement Area #1 Assessment Revenue and deposit the same into the Project Collection Fund. The Trustee shall, as directed by the City pursuant to a City Certificate, deposit or cause to be deposited (i) all of that portion of the Improvement Area #1 Assessment Revenue deposited into the Project Collection Fund that consists of the Annual Collection Costs and Delinquent Collection Costs to the Administrative Fund and (ii) all of that portion of the Improvement Area #1 Assessment Revenue deposited into the Project Collection Fund that consists of Pledged Revenues into the Pledged Revenue Fund for future allocations as set forth in Section 6.3(a) hereof. The City shall provide such City Certificate on or before March 1, 2025 and every September 1 and March 1 thereafter while the Bonds Similarly Secured are Outstanding. The Project Collection Fund is not a Pledged Fund. Section 6.11. Investment of Funds. (a) Money in any Fund or Account established pursuant to this Indenture shall be invested by the Trustee as directed by the City pursuant to a City Certificate filed with the Trustee at least two (2) days in advance of the making of such investment. The money in any Fund or Account shall be invested in time deposits or certificates of deposit secured in the manner required by law for public funds, or be invested in direct obligations of, including obligations the principal and interest on which are unconditionally guaranteed by, the United States of America, in obligations of any agencies or instrumentalities thereof, or in such other investments as are permitted under the Public Funds Investment Act, Texas Government Code, Chapter 2256, as 139199012.11 - 34 - amended, or any successor law, as in effect from time to time; provided that all such deposits and investments shall be made in such manner (which may include repurchase agreements for such investment with any primary dealer of such agreements) that the money required to be expended from any Fund will be available at the proper time or times. Notwithstanding the preceding sentence, amounts in the Additional Interest Reserve Account may not be invested above the Yield (as defined in Section 7.5(a) hereof) on the Bonds Similarly Secured, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that such investment and/or the failure to comply with such yield restriction will not adversely affect the exemption from federal income tax of the interest on any Bond Similarly Secured. Investments shall be valued each year in terms of current market value as of September 30. For purposes of maximizing investment returns, to the extent permitted by law, money in such Funds or Accounts may be invested in common investments of the kind described above, or in a common pool of such investment which shall be kept and held at an official depository bank, which shall not be deemed to be or constitute a commingling of such money or funds provided that safekeeping receipts or certificates of participation clearly evidencing the investment or investment pool in which such money is invested and the share thereof purchased with such money or owned by such Fund or Account are held by or on behalf of each such Fund or Account. If necessary, such investments shall be promptly sold to prevent any default. To ensure that cash on hand is invested, in the absence of direction pursuant to a City Certificate, money in any Fund or Account established pursuant to this Indenture shall be invested in the Invesco Short-Term Investments Trust Treasury, CUSIP No. 825252786 until directed otherwise by the City Certificate. (b) Obligations purchased as an investment of moneys in any Fund or Account shall be deemed to be part of such Fund or Account, subject, however, to the requirements of this Indenture for transfer of interest earnings and profits resulting from investment of amounts in Funds and Accounts. Whenever in this Indenture any moneys are required to be transferred by the City to the Trustee, such transfer may be accomplished by transferring a like amount of Investment Securities. (c) The Trustee and its affiliates may act as sponsor, advisor, depository, principal or agent in the acquisition or disposition of any investment. The Trustee shall have no investment discretion and the Trustee's only responsibility for investments shall be to follow the written instructions contained in any City Certificate and to insure that an investment it is directed to purchase is a permitted investment pursuant to the terms of this Indenture. The Trustee shall not incur any liability for losses arising from any investments made pursuant to this Section. The Trustee shall not be required to determine the suitability or legality of any investments. (d) Investments in any and all Funds and Accounts may be commingled in a separate fund or funds for purposes of making, holding and disposing of investments, notwithstanding provisions herein for transfer to or holding in or to the credit of particular Funds or Accounts of amounts received or held by the Trustee hereunder, provided that the Trustee shall at all times account for such investments strictly in accordance with the Funds and Accounts to which they are credited and otherwise as provided in this Indenture. (e) The Trustee will furnish the City and the Administrator monthly cash transaction statements which include detail for all investment transactions made by the Trustee hereunder; and, unless the Trustee receives a written request, the Trustee is not required to provide brokerage confirmations so long as the Trustee is providing such monthly cash transaction statements. 139199012.11 - 35 - Section 6.12. Security of Funds. All Funds or Accounts heretofore created, to the extent not invested as herein permitted, shall be secured in the manner and to the fullest extent required by law for the security of public funds, and such Funds or Accounts shall be used only for the purposes and in the manner permitted or required by this Indenture. ARTICLE VII COVENANTS Section 7.1. Confirmation of Improvement Area#1 Assessments. The City hereby confirms, covenants, and agrees that the Improvement Area #1 Assessments to be collected from the Improvement Area #1 Assessed Property are as so reflected in the Service and Assessment Plan (as it may be updated from time to time) and, in accordance with the Assessment Ordinance, it has levied the Improvement Area#1 Assessments against the respective Improvement Area #1 Assessed Property from which the Pledged Revenues will be collected and received. Section 7.2. Collection and Enforcement of Improvement Area#1 Assessments. (a) For so long as any Bonds Similarly Secured are Outstanding and/or amounts are due to the Developer to pay it for funds it has contributed to pay Actual Costs of the Improvement Area #1 Improvements in accordance with the Reimbursement Agreement, the City covenants, agrees and warrants that it will take and pursue all actions permissible under Applicable Laws to cause the Improvement Area #1 Assessments to be collected and the liens thereof enforced continuously, in the manner and to the maximum extent permitted by Applicable Laws, and, to the extent permitted by Applicable Laws, to cause no reduction, abatement or exemption in the Improvement Area #1 Assessments. (b) The City will determine or cause to be determined, no later than February 15 of each year, whether or not any Improvement Area#1 Annual Installment is delinquent and, if such delinquencies exist, the City will order and cause to be commenced as soon as practicable any and all appropriate and legally permissible actions to obtain such Improvement Area #1 Annual Installment, and any delinquent charges and interest thereon, including diligently prosecuting an action in district court to foreclose the currently delinquent Improvement Area #1 Annual Installment. Notwithstanding the foregoing, the City shall not be required under any circumstances to purchase or make payment for the purchase of the delinquent Improvement Area #1 Assessment or the corresponding Improvement Area #1 Assessed Property. Furthermore, nothing shall obligate the City, the City Attorney, or any appropriate designee to undertake collection or foreclosure actions against delinquent accounts in violation of applicable state law, court order, or existing contractual provisions between the City and its appropriate collections enforcement designees. Section 7.3. Against Encumbrances. (a) Other than Refunding Bonds, the City shall not create and, to the extent Pledged Revenues are received, shall not suffer to remain, any lien, encumbrance or charge upon the 139199012.11 - 36 - Trust Estate, other than that specified in Section 9.7 of this Indenture, or upon any other property pledged under this Indenture, except the pledge created for the security of the Bonds Similarly Secured, and other than a lien or pledge subordinate to the lien and pledge of such property related to the Bonds Similarly Secured. (b) So long as Bonds Similarly Secured are Outstanding hereunder, and except as set forth in Section 13.2 hereof, the City shall not issue any bonds, notes or other evidences of indebtedness other than the Bonds Similarly Secured and Refunding Bonds, if any, secured by any pledge of or other lien or charge on the Pledged Revenues or other property pledged under this Indenture, except for other indebtedness incurred in compliance with Section 13.2 hereof. Section 7.4. Records, Accounts, Accounting Reports. The City hereby covenants and agrees that so long as any of the Bonds Similarly Secured or any interest thereon remain Outstanding and unpaid, and/or the obligation to the Developer to pay it for funds it has contributed to pay Actual Costs of the Improvement Area #1 Improvements in accordance with the Reimbursement Agreement remain outstanding and unpaid, it will keep and maintain a proper and complete system of records and accounts pertaining to the Improvement Area #1 Assessments. The Trustee and Owners of any Bonds Similarly Secured or any duly authorized agent or agents of such holders shall have the right at all reasonable times to inspect all such records, accounts, and data relating thereto, upon written request to the City by the Trustee or duly authorized representative, as applicable. The City shall provide the Trustee or duly authorized representative, as applicable, an opportunity to inspect such books and records relating to the Bonds Similarly Secured during the City's regular business hours and on a mutually agreeable date not later than thirty days after the City receives such request. Section 7.5. Covenants to Maintain Tax-Exempt Status. (a) Definitions. When used in this Section, the following terms shall have the following meanings: "Closing Date" means the date on which each series of Bonds Similarly Secured are first authenticated and delivered to the respective initial purchasers against payment therefor. "Code"means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. "Computation Date"has the meaning set forth in Section 1.148-1(b) of the Regulations. "Gross Proceeds"means any proceeds as defined in Section 1.148- 1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the Regulations, of the Bonds. "Investment" has the meaning set forth in Section 1.148-1(b) of the Regulations. "Nonpurpose Investment" means any investment property, as defined in Section 148(b) of the Code, in which Gross Proceeds of 139199012.11 - 37 - the Bonds are invested and which is not acquired to carry out the governmental purposes of the Bonds. "Regulations"means any proposed, temporary or final Income Tax Regulations issued pursuant to Sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Bonds. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. "Yield"of (1) any Investment has the meaning set forth in Section 1.148-5 of the Regulations; and (2)the Bonds Similarly Secured, as it pertains to a particular series of Bonds Similarly Secured, has the meaning set forth in Section 1.148-4 of the Regulations. (b) Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Bond to become includable in the gross income, as defined in Section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Bond, the City shall comply with each of the specific covenants in this Section. (c) No Private Use or Private Payments. Except as permitted by Section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of each series of Bonds Similarly Secured: (i) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Bonds Similarly Secured of such series, and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, unless such use is solely as a member of the general public; and (ii) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Bonds Similarly Secured of such series or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. (d) No Private Loan. 139199012.11 - 38 - (i) Except to the extent permitted by Section 141 of the Code and the Regulations and rulings thereunder, the City shall not use Gross Proceeds of any Bonds Similarly Secured to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take-or-pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. (ii) The City covenants and agrees that the levied Improvement Area #1 Assessments will meet the requirements of the"tax assessment loan exception" within the meaning of Section 1.141-5(d) of the Regulations on the date that each series of the Bonds Similarly Secured are delivered and will ensure that the Improvement Area #1 Assessments continue to meet such requirements for so long as Bonds Similarly Secured are outstanding. (e) Not to Invest at Higher Yield. Except to the extent permitted by Section 148 of the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final Stated Maturity of any series of Bonds Similarly Secured directly or indirectly invest Gross Proceeds in any Investment (or use Gross Proceeds to replace money so invested) if, as a result of such investment, the Yield from the Closing Date of all Investments acquired with Gross Proceeds (or with money replaced thereby), whether then held or previously disposed of, exceeds the Yield of such series of Bonds Similarly Secured. (f) Not Federally Guaranteed. Except to the extent permitted by Section 149(b) of the Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action which would cause the Bonds Similarly Secured to be federally guaranteed within the meaning of Section 149(b) of the Code and the Regulations and rulings thereunder. (g) Information Report. The City shall timely file the information required by Section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary may prescribe with respect to each series of Bonds Similarly Secured. (h) Rebate of Arbitrage Profits. Except to the extent otherwise provided in Section 148(f) of the Code and the Regulations and rulings thereunder: (i) The City shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last outstanding Bond Similarly Secured is discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds of the Bonds Similarly Secured with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. 139199012.11 - 39 - (ii) Not less frequently than each Computation Date for each series of Bonds Similarly Secured, the City shall calculate the Rebate Amount for the respective series of Bonds Similarly Secured in accordance with rules set forth in Section 148(f) of the Code and the Regulations and rulings thereunder. The City shall maintain such calculations with its official transcript of proceedings relating to the issuance of each series of the Bonds until six years after the final Computation Date. (iii) As additional consideration for the purchase of the Bonds Similarly Secured by the Purchasers and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the City shall, pursuant to a City Certificate, direct the Trustee to transfer to the Rebate Fund from the funds or subaccounts designated in such City Certificate and direct the Trustee to pay to the United States from the Rebate Fund the amount that when added to the future value of previous rebate payments made for any series of Bonds Similarly Secured equals (i) in the case of a Final Computation Date as defined in Section 1.148-3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate Amount on such date; and (ii) in the case of any other Computation Date, ninety percent (90%) of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by Section 148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or such other forms and information as is or may be required by Section 148(f) of the Code and the Regulations and rulings thereunder. (iv) The City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (ii) and (iii), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148-3(h) of the Regulations. (i) Not to Divert Arbitrage Profits. Except to the extent permitted by Section 148 of the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Bonds Similarly Secured, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection (h) of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Yield of the Bonds Similarly Secured not been relevant to either party. (j) Elections. The City hereby directs and authorizes the Mayor, Mayor Pro Tern, City Manager, Assistant City Manager, Chief Financial Officer, City Attorney, Director of Finance, City Secretary or Assistant City Secretary individually or jointly, to make elections permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Bonds, in the Tax Certificate or similar or other appropriate certificate, form or document. 139199012.11 - 40 - ARTICLE VIII LIABILITY OF CITY The City shall not incur any responsibility in respect of the Bonds Similarly Secured or this Indenture other than in connection with the duties or obligations explicitly herein or in the Bonds Similarly Secured assigned to or imposed upon it. The City shall not be liable in connection with the performance of its duties hereunder, except for its own willful default or act of bad faith. The City shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements of the Trustee herein or of any of the documents executed by the Trustee in connection with the Bonds Similarly Secured, or as to the existence of a default or event of default thereunder. In the absence of bad faith, the City may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the City and conforming to the requirements of this Indenture. The City shall not be liable for any error of judgment made in good faith unless it shall be proved that it was negligent in ascertaining the pertinent facts. No provision of this Indenture, the Bonds Similarly Secured, the Assessment Ordinance, or any agreement, document, instrument, or certificate executed, delivered or approved in connection with the issuance, sale, delivery, or administration of the Bonds Similarly Secured (the "Bond Documents"), shall require the City to expend or risk its own general funds or otherwise incur any financial liability (other than with respect to the Trust Estate and the Annual Collection Costs) in the performance of any of its obligations hereunder, or in the exercise of any of its rights or powers, if in the judgment of the City there are reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it. Neither the Owners nor any other Person shall have any claim against the City or any of its officers, officials, agents, or employees for damages suffered as a result of the City's failure to perform in any respect any covenant, undertaking, or obligation under any Bond Documents or as a result of the incorrectness of any representation in, or omission from, any of the Bond Documents, except to the extent that any such claim relates to an obligation, undertaking, representation, or covenant of the City, in accordance with the Bond Documents and the PI Act. Any such claim shall be payable only from Trust Estate, the funds available for such payment in any of the Pledged Funds, if any, or the amounts collected to pay Annual Collection Costs on deposit in the Administrative Fund. Nothing contained in any of the Bond Documents shall be construed to preclude any action or proceeding in any court or before any governmental body, agency, or instrumentality against the City or any of its officers, officials, agents, or employees to enforce the provisions of any of the Bond Documents or to enforce all rights of the Owners of the Bonds Similarly Secured by mandamus or other proceeding at law or in equity. The City may rely on and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, warrant, bond, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The City may consult with counsel with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. Whenever in the administration of its duties under this Indenture, the City shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any 139199012.11 - 41 - action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of willful misconduct on the part of the City, be deemed to be conclusively proved and established by a certificate of the Trustee, an Independent Financial Consultant, an independent inspector or City Manager or other person designated by the City Council to so act on behalf of the City, and such certificate shall be full warrant to the City for any action taken or suffered under the provisions of this Indenture upon the faith thereof, but in its discretion the City may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. In order to perform its duties and obligations hereunder, the City may employ such persons or entities as it deems necessary or advisable. The City shall not be liable for any of the acts or omissions of such persons or entities employed by it in good faith hereunder, and shall be entitled to rely, and shall be fully protected in doing so, upon the opinions, calculations, determinations, and directions of such persons or entities. ARTICLE IX THE TRUSTEE Section 9.1. Trustee as Paving Agent/Registrar. The Trustee is hereby designated and agrees to act as Paying Agent/Registrar for and in respect to the Bonds Similarly Secured. The Trustee hereby accepts and agrees to execute the respective trusts imposed upon it by this Indenture, but only upon the express terms and conditions, and subject to the provisions of this Indenture to all of which the parties hereto and the Owners of the Bonds Similarly Secured agree. No implied covenants or obligations shall be read into this Indenture against the Trustee. Section 9.2. Trustee Entitled to Indemnity. The Trustee shall be under no obligation to institute any suit, or to undertake any proceeding under this Indenture, or to enter any appearance or in any way defend in any suit in which it may be made defendant, or to take any steps in the execution of the trusts hereby created or in the enforcement of any rights and powers hereunder, until it shall be indemnified to its satisfaction against any and all costs and expenses, outlays, and counsel fees and other reasonable disbursements, and against all liability except as a consequence of its own negligence or willful misconduct; provided, however, that absent an Event of Default, the Trustee shall not request or require indemnification as a condition to making any deposits, payments or transfers when required hereunder, or to delivering any notice when required hereunder. Nevertheless, the Trustee may begin suit, or appear in and defend suit, or do anything else in its sole and exclusive judgment proper to be done by it as the Trustee, without indemnity, and in such case the Trustee may make transfers from the Pledged Revenue Fund or the Administrative Fund to pay all costs, fees, and expenses, outlays, and counsel fees and other reasonable disbursements properly incurred in connection therewith and shall be entitled to a preference therefor over any Bonds Similarly Secured Outstanding hereunder. Section 9.3. Responsibilities of the Trustee. The recitals contained in this Indenture and in the Bonds Similarly Secured shall be taken as the statements of the City and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or 139199012.11 - 42 - the Bonds Similarly Secured or with respect to the security afforded by this Indenture, and the Trustee shall incur no liability with respect thereto. Except as otherwise expressly provided in this Indenture, the Trustee shall have no responsibility or duty with respect to: (i) the issuance of Bonds Similarly Secured for value; (ii)the application of the proceeds thereof, except to the extent that such proceeds are received by it in its capacity as Trustee; (iii) the application of any moneys paid to the City or others in accordance with this Indenture, except as to the application of any moneys paid to it in its capacity as Trustee; (iv) any calculation of arbitrage or rebate under the Code; (v) any loss suffered in connection with any investment of funds in accordance with this Indenture; or(vi)to undertake any other action unless specifically authorized pursuant to a written direction by the City or pursuant to this Indenture. The duties and obligations of the Trustee shall be determined by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture. The Trustee will, prior to any Event of Default and after curing of any Event of Default, perform such duties and only such duties as are specifically set forth herein. The Trustee will, during the existence of an Event of Default, exercise such rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. The Trustee shall not be liable for any action taken or omitted by it in the performance of its duties under this Indenture, except for its own negligence or willful misconduct. In no event shall the Trustee be liable for incidental, indirect, special or consequential damages in connection with or arising from this Indenture for the existence, furnishing or use of the Improvement Area#1 Improvements. The Trustee, before the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. If any Event of Default occurred and continues, the Trustee shall exercise such rights and powers vested in it by this Indenture, and shall use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs in exercising any rights or remedies or performing any of its duties hereunder. The Trustee shall not be responsible for any recital herein (except with respect to the authentication certificate of the Trustee endorsed on the Bonds Similarly Secured) or for the recording, filing, or refiling of this Indenture in connection therewith, or for the validity of the execution by the City of this Indenture or of any Supplemental Indentures or instruments of further assurance, or for the sufficiency or security of the Bonds Similarly Secured. The Trustee makes no representations as to the value or condition of the Trust Estate or any part thereof, or as to the validity or sufficiency of this Indenture or of the Bonds Similarly Secured. The Trustee shall not be accountable for the use or application of any Bonds Similarly Secured or the proceeds thereof or of any money paid to or upon the order of the City under any provision of this Indenture. The Trustee shall not be liable for any error of judgment made in good faith by any one of its officers, unless it is established that the Trustee was negligent in ascertaining the pertinent facts. 139199012.11 - 43 - The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of at least 25% of the aggregate outstanding principal of the Bonds Similarly Secured relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. The Trustee shall not be required to take notice, and shall not be deemed to have notice, of any default or Event of Default unless the Trustee is notified specifically of the default or Event of Default in a written instrument or document delivered to it by the City or by an Owner of the Bonds Similarly Secured. In the absence of delivery of a notice satisfying those requirements, the Trustee may assume conclusively that there is no Event of Default, except as noted above, unless Trustee has actual knowledge of an Event of Default. Before taking any action under this Indenture (other than making any deposits, payments or transfers prior to an Event of Default when required hereunder), the Trustee may require that a satisfactory indemnity be furnished to it for the payment or reimbursement of all costs and expenses (including, without limitation, attorney's fees and expenses) to which it may be put and to protect it against all liability which it may incur in or by reason of such action, except liability which it adjudicated to have resulted from its negligence or willful misconduct. The Trustee's immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend to the Trustee's officers, directors, agents, attorneys and employees. Such immunities and protections and rights to indemnification, together with the Trustee's right to compensation, shall survive the Trustee's resignation or removal, the discharge of this Indenture, and final payment of the Bonds Similarly Secured. The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or through agents, attorneys, or receivers, and the Trustee shall be entitled to rely and act upon the opinion or advice of its own counsel, concerning all matters of trust hereof and the duties hereunder, and may in all cases pay such reasonable compensation to all such agents, attorneys, and receivers as may reasonably be employed in connection with the trusts hereof. The Trustee shall not be responsible for any loss or damage resulting from any action or nonaction by it taken or omitted to be taken in good faith in reliance upon such opinion or advice of its own counsel. Section 9.4. Trustee Joining in Supplemental Indentures; Supplemental Indentures Part of Indenture. The Trustee is authorized to join with the City in the execution of any such Supplemental Indentures and to make the further agreements and stipulations which may be contained therein. Any Supplemental Indenture executed accordance with the provisions of this Section shall thereafter form a part of this Indenture, and all the terms and conditions contained in any such Supplemental Indenture as to any provisions authorized to be contained therein shall be and shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes. In case of the execution and delivery of any Supplemental Indenture, express reference may be made thereto in the text of any Bonds Similarly Secured issued thereafter, if deemed necessary or desirable by the Trustee or the City. Upon execution of any Supplemental Indenture pursuant to the provisions of this Section, this Indenture shall be and be deemed to be modified and amended in accordance therewith, and 139199012.11 - 44 - the respective rights, duties, and obligations under this Indenture of the City and the Trustee and all Owners of Outstanding Bonds Similarly Secured shall thereafter be determined exercised and enforced hereunder, subject in all respects to such modifications and amendments. Section 9.5. Property Held in Trust. All moneys and securities held by the Trustee at any time pursuant to the terms of this Indenture shall be held by the Trustee in trust for the purposes and under the terms and conditions of this Indenture. Section 9.6. Trustee Protected in Relying on Certain Documents. The Trustee may conclusively rely upon any order, notice, request, consent, waiver, certificate, statement, affidavit, requisition, bond, or other document provided to the Trustee in accordance with the terms of this Indenture that it shall in good faith reasonably believe to be genuine and to have been adopted or signed by the proper board or Person or to have been prepared and furnished pursuant to any of the provisions of this Indenture, the Reimbursement Agreement and the Development Agreement, or upon the written opinion of any counsel, architect, engineer, insurance consultant, management consultant, or accountant believed by the Trustee to be qualified in relation to the subject matter, and the Trustee shall be under no duty to make any investigation or inquiry into and shall not be deemed to have knowledge of any statements contained or matters referred to in any such instrument. The Trustee may consult with counsel, who may or may not be Bond Counsel, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered, or omitted to be taken by it in good faith and in accordance therewith. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any person who, at the time of making such request, or giving such authority or consent to the Owner of any Bond Similarly Secured, shall be conclusive and binding upon all future owners of the same Bond Similarly Secured and upon Bonds Similarly Secured issued in exchange therefor and upon transfer or in place thereof. Whenever the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action under this Indenture, such matter may be deemed to be conclusively proved and established by a City Certificate, unless other evidence in respect thereof be hereby specifically prescribed. Such City Certificate shall be full warrant for any action taken or suffered in good faith under the provisions hereof, but the Trustee may in lieu thereof accept other evidence of such fact or matter or may require such further or additional evidence as it may deem reasonable. Except as otherwise expressly provided herein, any request, order, notice, or other direction required or permitted to be furnished pursuant to any provision hereof by the City to the Trustee shall be sufficiently executed if executed in the name of the City by the City Representative. The Trustee shall not be under any obligation to see to the recording or filing of this Indenture, or otherwise to the giving to any Person of notice of the provisions hereof except as expressly required in Sections 9.14 and 9.18 herein. Section 9.7. Compensation. Unless otherwise provided by contract with the Trustee, the Trustee shall transfer from the Administrative Fund, upon written direction of the City, compensation for all services rendered by it hereunder, including its services as Paying Agent/Registrar, together with all its reasonable expenses, charges, and other disbursements and those of its counsel, agents and employees, 139199012.11 - 45 - incurred in and about the administration and execution of the trusts hereby created and the exercise of its powers and the performance of its duties hereunder, upon delivery of an invoice therefor to the City, and the Trustee shall have a lien therefor on any and all funds at any time held by it hereunder (except the Rebate Fund) prior to any Bonds Similarly Secured Outstanding. None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if in the judgment of the Trustee there are reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it. If the City fails to make any payment required by this Section, the Trustee may make such payment from any moneys in the Administrative Fund and shall have a first lien with right of payment before payment on account of principal of or interest on any Bond Similarly Secured, upon all moneys in the Administrative Fund, and to the extent moneys in the Administrative Fund are insufficient, then from any moneys in its possession (except the Rebate Fund) under any provisions hereof for the foregoing reasonable advances, fees, costs, and expenses incurred. The right of the Trustee to fees, expenses, and indemnification shall survive the release, discharge, and satisfaction of this Indenture. Section 9.8. Permitted Acts. The Trustee and its directors, officers, employees, or agents may become the owner of or may in good faith buy, sell, own, hold and deal in Bonds Similarly Secured and may join in any action that any Owner of Bonds Similarly Secured may be entitled to take as fully and with the same rights as if it were not the Trustee. The Trustee may act as depository, and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, the City or any committee formed to protect the rights of holders of Bonds Similarly Secured or to effect or aid in any reorganization growing out of the enforcement of the Bonds Similarly Secured or this Indenture, whether or not such committee shall represent the holders of a majority in aggregate outstanding principal amount of the Bonds Similarly Secured. The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct. Section 9.9. Resignation of Trustee. The Trustee may at any time resign and be discharged of its duties and obligations hereunder by giving not fewer than 30 days' written notice, specifying the date when such resignation shall take effect, to the City and each Owner of any Outstanding Bond Similarly Secured. Such resignation shall take effect upon the appointment of a successor as provided in Section 9.11 and the acceptance of such appointment by such successor. Notwithstanding the foregoing, if, after sixty (60) days following receipt of the notice, the City has not appointed a successor Trustee, the Trustee may apply to a court of competent jurisdiction to appoint a successor Trustee, at no expense to the City, and such resignation shall take effect upon the court's appointment of a successor Trustee. Section 9.10. Removal of Trustee. The Trustee may be removed at any time by the Owners of 25% of the Bonds Similarly Secured by an instrument or concurrent instruments in writing signed and acknowledged by such Owners or by their attorneys-in-fact, duly authorized and delivered to the City. Copies of each such instrument shall be delivered by the City to the Trustee and any successor thereof. The Trustee may also be removed at any time for any breach of trust or for acting or proceeding in violation of, or for failing to act or proceed in accordance with, any provision of this Indenture with 139199012.11 - 46 - respect to the duties and obligations of the Trustee by any court of competent jurisdiction upon the application of the Owners of a 25% of the aggregate outstanding principal of the Bonds Similarly Secured. Section 9.11. Successor Trustee. If the Trustee resigns, is removed, is dissolved, or becomes incapable of acting, or is adjudged a bankrupt or insolvent, or if a receiver, liquidator, or conservator of the Trustee or of its property is appointed, or if any public officer takes charge or control of the Trustee or of its property or affairs, the position of the Trustee hereunder shall thereupon become vacant. If the position of Trustee becomes vacant for any of the foregoing reasons or for any other reason, a successor Trustee may be appointed after any such vacancy occurs by 25% of the Bonds Similarly Secured by an instrument or concurrent instruments in writing signed and acknowledged by such Owners or their attorneys-in-fact, duly authorized and delivered to such successor Trustee, with notification thereof being given to the predecessor Trustee and the City. Until such successor Trustee shall have been appointed by the Owners of 25% of the Bonds Similarly Secured, the City shall forthwith appoint a Trustee to act hereunder. Copies of any instrument of the City providing for any such appointment shall be delivered by the City to the Trustee so appointed. The City shall mail notice of any such appointment to each Owner of any Outstanding Bonds Similarly Secured within 30 days after such appointment. Any appointment of a successor Trustee made by the City immediately and without further act shall be superseded and revoked by an appointment subsequently made by the Owners of Bonds Similarly Secured. If in a proper case no appointment of a successor Trustee is made within 45 days after the giving by any Trustee of any notice of resignation in accordance with Section 9.9 herein or after the occurrence of any other event requiring or authorizing such appointment, the Trustee or any Owner of Bonds Similarly Secured may apply to any court of competent jurisdiction for the appointment of such a successor, and the court may thereupon, after such notice, if any, as the court may deem proper, appoint such successor and the City shall be responsible for the costs of such appointment process. Any duties and obligations of such predecessor Trustee shall thereafter cease and terminate, and the payment of the fees and expenses owed to the predecessor Trustee shall be paid in full. Any successor Trustee appointed under the provisions of this Section shall be a commercial bank or trust company or national banking association (i) having a capital and surplus and undivided profits aggregating at least $50,000,000, if there be such a commercial bank or trust company or national banking association willing and able to accept the appointment on reasonable and customary terms, and (ii) authorized by law to perform all the duties of the Trustee required by this Indenture. Each successor Trustee shall mail, in accordance with the provisions of the Bonds Similarly Secured, notice of its appointment to any Rating Agency which, at the time of such appointment, is providing a rating on the Bonds Similarly Secured and each of the Owners of the Bonds Similarly Secured. Section 9.12. Transfer of Rights and Property to Successor Trustee. Any successor Trustee appointed under the provisions of Section 9.11 shall execute, acknowledge, and deliver to its predecessor and the City an instrument in writing accepting such 139199012.11 - 47 - appointment, and thereupon such successor, without any further act, deed, or conveyance, shall become fully vested with all moneys, estates, properties, rights, immunities, powers, duties, obligations, and trusts of its predecessor hereunder, with like effect as if originally appointed as Trustee. However, the Trustee then ceasing to act shall nevertheless, on request of the City or of such successor, execute, acknowledge, and deliver such instruments of conveyance and further assurance and do such other things as may reasonably be required for more fully and certainly vesting and confirming in such successor all the rights, immunities, powers, and trusts of such Trustee and all the right, title, and interest of such Trustee in and to the Trust Estate, and shall pay over, assign, and deliver to such successor any moneys or other properties subject to the trusts and conditions herein set forth. Should any deed, conveyance, or instrument in writing from the City be required by such successor for more fully and certainly vesting in and confirming to it any such moneys, estates, properties, rights, powers, duties, or obligations, any and all such deeds, conveyances, and instruments in writing, on request and so far as may be authorized by law, shall be executed, acknowledged, and delivered by the City. Section 9.13. Merger, Conversion or Consolidation of Trustee. Any corporation or association into which the Trustee may be merged or with which it may be consolidated or any corporation or association resulting from any merger, conversion or consolidation to which it shall be a party or any corporation or association to which the Trustee may sell or transfer all or substantially all of its corporate trust business shall be the successor to such Trustee hereunder, without any further act, deed or conveyance, provided that such corporation or association shall be a commercial bank or trust company or national banking association qualified to be a successor to such Trustee under the provisions of Section 9.11, or a trust company that is a wholly-owned subsidiary of any of the foregoing. Section 9.14. Security Interest in the Trust Estate. Chapter 1208, Texas Government Code, applies to the issuance of the Bonds Similarly Secured and the pledge of the Trust Estate provided for herein, and such pledge is, under current law, valid, effective and perfected. The City shall cause to be filed all appropriate initial financing statements, if any, to ensure that the Trustee (for the benefit of the Owners of the Bonds Similarly Secured) is granted a valid and perfected first priority lien on the entire Trust Estate. Nothing herein shall obligate the Trustee to file any initial financing statements. Upon the City's timely delivery of a copy of such filed initial financing statement, if any, to the Trustee, the Trustee shall file continuation statements of such initial financing statement(s) in the same jurisdictions as the initial financing statement(s) previously provided to the Trustee. Unless the Trustee is otherwise notified in writing by the City, the Trustee may rely upon the initial financing statements in filing any continuation statements hereunder. Section 9.15. Offering Documentation. The Trustee shall have no responsibility with respect to any information, statement, or recital in any official statement, offering memorandum, or any other disclosure material prepared or distributed with respect to the Bonds Similarly Secured and shall have no responsibility for compliance with any State or federal securities laws in connection with the Bonds Similarly Secured. 139199012.11 - 48 - Section 9.16. Expenditure of Funds and Risk. None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of its rights or powers if the Trustee shall have reasonable grounds for believing that the repayment of such funds or indemnity against such risk or liability is not assured. Section 9.17. Environmental Hazards The Trustee may inform any Holder of environmental hazards that the Trustee has reason to believe exist, and the Trustee has the right to take no further action and in such event, no fiduciary duty exists which imposes any obligation for further action with respect to the Trust Estate or any portion thereof if the Trustee, in its individual capacity, determines that any such action would materially and adversely subject the Trustee to environmental or other liability for which the Trustee has not been adequately indemnified. The Trustee shall not be responsible or liable for the environmental condition related to the improvements to any real property or for diminution in value of the same, or for any claims by or on behalf of the owners thereof as the result of any contamination by a hazardous substance, hazardous material, pollutant, or contaminant. The Trustee assumes no duty or obligation to assess the environmental condition of any improvements or with respect to compliance thereof under State or federal laws pertaining to the transport, storage, treatment, or disposal of hazardous substances, hazardous materials, pollutants, or contaminants or regulations, permits, or licenses issued under such laws. Section 9.18. Accounts, Periodic Reports and Certificates. The Trustee shall keep or cause to be kept proper books of record and account (separate from all other records and accounts) in which complete and correct entries shall be made of its transactions relating to the Funds and Accounts established by this Indenture and which shall at all times be subject to inspection by the City, and the Owner or Owners of not less than 10% in principal amount of any Bonds Similarly Secured then Outstanding or their representatives duly authorized in writing. Section 9.19. Construction of Indenture. The Trustee may construe any of the provisions of this Indenture insofar as the same may appear to be ambiguous or inconsistent with any other provision hereof, and any construction of any such provisions hereof by the Trustee in good faith shall be binding upon the Owners of the Bonds Similarly Secured. ARTICLE X MODIFICATION OR AMENDMENT OF THIS INDENTURE Section 10.1. Amendments Permitted. (a) This Indenture and the rights and obligations of the City and of the Owners of the Bonds Similarly Secured may be modified or amended at anytime by a Supplemental Indenture, except as provided below, pursuant to the affirmative vote at a meeting of Owners of the Bonds 139199012.11 - 49 - Similarly Secured, or with the written consent without a meeting, of the Owners of at least a majority of the aggregate principal amount of the Bonds Similarly Secured then Outstanding. No such modification or amendment shall (i) extend the maturity of any Bond Similarly Secured or reduce the interest rate thereon, or otherwise alter or impair the obligation of the City to pay the principal of, and the interest and any premium on, any Bond Similarly Secured, without the express consent of the Owner of such Bond Similarly Secured, or (ii) permit the creation by the City of any pledge or lien upon the Trust Estate superior to or on a parity with the pledge and lien created for the benefit of the Bonds Similarly Secured (except as otherwise permitted by Applicable Laws and this Indenture), or reduce the percentage of Owners of Bonds Similarly Secured required for the amendment hereof. Any such amendment may not modify any of the rights or obligations of the Trustee without its written consent. (b) This Indenture and the rights and obligations of the City and of the Owners may also be modified or amended at any time by a Supplemental Indenture, without the consent of any Owners, only to the extent permitted by law and only for any one or more of the following purposes: (i) to add to the covenants and agreements of the City in this Indenture contained, other covenants and agreements thereafter to be observed, or to limit or surrender any right or power herein reserved to or conferred upon the City; (ii) to make modifications not adversely affecting any Outstanding Bonds Similarly Secured in any material respect; (iii) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Indenture, or in regard to questions arising under this Indenture, as the City and the Trustee may deem necessary or desirable and not inconsistent with this Indenture, and that shall not adversely affect the rights of the Owners of the Bonds Similarly Secured; (iv) to provide for the issuance of Refunding Bonds as set forth in Section 13.2 hereof; and (v) to make such additions, deletions or modifications as may be necessary or desirable to assure exemption from federal income taxation of interest on the Bonds Similarly Secured. (c) Any modification or amendment made pursuant to Section 10.1(b) shall not be subject to the notice procedures specified in Section 10.3 below. (d) Notwithstanding the above, no Supplemental Indenture under subsections (a) or (b)(i), (b)(ii), (b)(iii), (b)(v) of this Section shall be effective unless the City first delivers to the Trustee an opinion of Bond Counsel to the effect that such amendment is permitted and will not adversely affect the: (i) interest of the Owners in any material respect, or (ii) exclusion of interest on any Bond Similarly Secured from gross income for purposes of federal income taxation. Section 10.2. Owners' Meetings. The City may at any time call a meeting of the Owners of the Bonds Similarly Secured. In such event the City is authorized to fix the time and place of said meeting and to provide for the giving of notice thereof, and to fix and adopt rules and regulations for the conduct of said meeting. 139199012.11 - 50 - Section 10.3. Procedure for Amendment with Written Consent of Owners. The City and the Trustee may at any time adopt a Supplemental Indenture amending the provisions of the Bonds Similarly Secured or of this Indenture, to the extent that such amendment is permitted by Section 10.1 herein, to take effect when and as provided in this Section. A copy of such Supplemental Indenture, together with a request to Owners for their consent thereto, shall be mailed by first-class mail, by the Trustee to each Owner of Bonds Similarly Secured from whom consent is required under this Indenture, but failure to mail copies of such Supplemental Indenture and request shall not affect the validity of the Supplemental Indenture when assented to as in this Section provided. Such Supplemental Indenture shall not become effective unless there shall be filed with the Trustee the written consents of the Owners as required by this Indenture and a notice shall have been mailed as hereinafter in this Section provided and the City or Bond Counsel, acting on the City's behalf, has delivered to the Trustee an opinion of Bond Counsel to the effect that such amendment is permitted and will not adversely affect the exclusion of interest on any Bond from gross income for purposes of federal income taxation. Each such consent shall be effective only if accompanied by proof of ownership of the Bonds Similarly Secured for which such consent is given, which proof shall be such as is permitted by Section 11.6 herein. Any such consent shall be binding upon the Owner of the Bonds Similarly Secured giving such consent and on any subsequent Owner (whether or not such subsequent Owner has notice thereof), unless such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing such revocation with the Trustee prior to the date when the notice hereinafter in this Section provided for has been mailed. After the Owners of the required percentage of Bonds Similarly Secured shall have filed their consents to the Supplemental Indenture, the City shall mail a notice to the Owners in the manner hereinbefore provided in this Section for the mailing of the Supplemental Indenture, stating in substance that the Supplemental Indenture has been consented to by the Owners of the required percentage of Bonds Similarly Secured and will be effective as provided in this Section (but failure to mail copies of said notice shall not affect the validity of the Supplemental Indenture or consents thereto). Proof of the mailing of such notice shall be filed with the Trustee. A record, consisting of the papers required by this Section 10.3 to be filed with the Trustee, shall be proof of the matters therein stated until the contrary is proved. The Supplemental Indenture shall become effective upon the filing with the Trustee of the proof of mailing of such notice, and the Supplemental Indenture shall be deemed conclusively binding (except as otherwise hereinabove specifically provided in this Article) upon the City and the Owners of all Bonds Similarly Secured at the expiration of sixty (60) days after such filing, except in the event of a final decree of a court of competent jurisdiction setting aside such consent in a legal action or equitable proceeding for such purpose commenced within such sixty-day period; provided, however, that the Trustee during such sixty day period and any such further period during which any such action or proceeding may be pending shall be entitled in its sole discretion to take such action, or to refrain from taking such action, with respect to such Supplemental Indenture, as it may deem expedient; provided, further, that the Trustee shall have no obligation to take or refrain from taking any such action and the Trustee shall have no liability with respect to any action taken or any instance of inactions. Section 10.4. Effect of Supplemental Indenture. From and after the time any Supplemental Indenture becomes effective pursuant to this Article X, this Indenture shall be deemed to be modified and amended in accordance therewith, 139199012.11 - 51 - the respective rights, duties, and obligations under this Indenture of the City, the Trustee and all Owners of Outstanding Bonds Similarly Secured shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such Supplemental Indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes. Section 10.5. Endorsement or Replacement of Bonds Similarly Secured Issued After Amendments. The City may determine that Bonds Similarly Secured issued and delivered after the effective date of any action taken as provided in this Article X shall bear a notation, by endorsement or otherwise, in form approved by the City, as to such action. In that case, upon demand of the Owner of any Bond Similarly Secured Outstanding at such effective date and presentation of his Bond Similarly Secured for that purpose at the designated office of the Trustee or at such other office as the City may select and designate for that purpose, a suitable notation shall be made on such Bond Similarly Secured. The City may determine that new Bonds Similarly Secured, so modified as in the opinion of the City is necessary to conform to such Owners' action, shall be prepared, executed, and delivered. In that case, upon demand of the Owner of any Bonds Similarly Secured then Outstanding, such new Bonds Similarly Secured shall be exchanged at the designated office of the Trustee without cost to any Owner, for Bonds Similarly Secured then Outstanding, upon surrender of such Bonds Similarly Secured. Section 10.6. Amendatory Endorsement of Bonds Similarly Secured. The provisions of this Article X shall not prevent any Owner from accepting any amendment as to the particular Bonds Similarly Secured held by such Owner, provided that due notation thereof is made on such Bonds Similarly Secured. Section 10.7. Waiver of Default With the written consent of at least a majority in aggregate principal amount of the Bonds Similarly Secured then Outstanding, the Owners may waive non-compliance by the City with certain past defaults under the Indenture and their consequences. Any such consent shall be conclusive and binding upon the Owners and upon all future Owners. Section 10.8. Execution of Supplemental Indenture. In executing, or accepting the additional trusts created by, any Supplemental Indenture permitted by this Article or the modification thereby of the trusts created by this Indenture, the Trustee shall receive, and shall be fully protected in relying upon, an opinion of counsel addressed and delivered to the Trustee and the City stating that the execution of such Supplemental Indenture is permitted by and in compliance with this Indenture. The Trustee may, but shall not be obligated to, enter into any such Supplemental Indenture which affects the Trustee's own rights, duties and immunities under this Indenture. 139199012.11 - 52 - ARTICLE XI DEFAULT AND REMEDIES Section 11.1. Events of Default. (a) Each of the following occurrences or events shall be and is hereby declared to be an "Event of Default," to wit: (i) The failure of the City to deposit the Pledged Revenues to the Bond Pledged Revenue Account of the Pledged Revenue Fund; (ii) The failure of the City to enforce the collection of the Improvement Area #1 Assessments, including the prosecution of foreclosure proceedings; (iii) The failure to make payment of the principal of or interest on any of the Bonds Similarly Secured when the same becomes due and payable and such failure is not remedied within thirty(30) days; provided, however, that the payments are to be made only from Pledged Revenues or other funds currently available in the Pledged Funds and available to the City to make the payments; and (iv) Default in the performance or observance of any covenant, agreement or obligation of the City under this Indenture and the continuation thereof for a period of ninety (90) days after written notice to the City by the Trustee, or by the Owners of at least 25% of the aggregate Outstanding principal of the Bonds Similarly Secured with a copy to the Trustee, specifying such default and requesting that the failure be remedied. (b) Nothing in Section 11.1(a) will be an Event of Default if it is in violation of any applicable state law or court order. Section 11.2. Immediate Remedies for Default. (a) Subject to Article VIII, upon the happening and continuance of any of the Events of Default described in Section 11.1, the Trustee may, and at the written direction of the Owners of at least 25% of the Bonds Similarly Secured then Outstanding and its receipt of indemnity satisfactory to it, shall proceed against the City for the purpose of protecting and enforcing the rights of the Owners under this Indenture, by action seeking mandamus or by other suit, action, or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief to the extent permitted by Applicable Laws, including, but not limited to, the specific performance of any covenant or agreement contained herein, or injunction; provided, however, that no action for money damages against the City may be sought or shall be permitted. The Trustee retains the right to obtain the advice of counsel in its exercise of remedies of default. (b) THE PRINCIPAL OF THE BONDS SIMILARLY SECURED SHALL NOT BE SUBJECT TO ACCELERATION UNDER ANY CIRCUMSTANCES. (c) If the assets of the Trust Estate are sufficient to pay all amounts due with respect to all Outstanding Bonds Similarly Secured, in the selection of Trust Estate assets to be used in the payment of Bonds Similarly Secured due under this Article, the City shall determine, in its absolute discretion, and shall instruct the Trustee by City Certificate, which Trust Estate assets shall be applied to such payment and shall not be liable to any Owner or other Person by reason of such selection and application. In the event that the City shall fail to deliver to the Trustee such City Certificate,the Trustee shall select and liquidate or sell Trust Estate assets as provided 139199012.11 - 53 - in the following paragraph, and shall not be liable to any Owner, or other Person, or the City by reason of such selection, liquidation or sale. (d) Whenever moneys are to be applied pursuant to this Article XI, irrespective of and whether other remedies authorized under this Indenture shall have been pursued in whole or in part, the Trustee may cause any or all of the assets of the Trust Estate, including Investment Securities, to be sold. The Trustee may so sell the assets of the Trust Estate and all right, title, interest, claim and demand thereto and the right of redemption thereof, in one or more parts, at any such place or places, and at such time or times and upon such notice and terms as the Trustee may deem appropriate and as may be required by law and apply the proceeds thereof in accordance with the provisions of this Section. Upon such sale, the Trustee may make and deliver to the purchaser or purchasers a good and sufficient assignment or conveyance for the same, which sale shall be a perpetual bar both at law and in equity against the City, and all other Persons claiming such properties. No purchaser at any sale shall be bound to see to the application of the purchase money proceeds thereof or to inquire as to the authorization, necessity, expediency, or regularity of any such sale. Nevertheless, if so requested by the Trustee, the City shall ratify and confirm any sale or sales by executing and delivering to the Trustee or to such purchaser or purchasers all such instruments as may be necessary or, in the judgment of the Trustee, proper for the purpose which may be designated in such request. Section 11.3. Restriction on Owner's Action. (a) No Owner shall have any right to institute any action, suit or proceeding at law or in equity for the enforcement of this Indenture or for the execution of any trust thereof or any other remedy hereunder, unless (i) a default has occurred and is continuing of which the Trustee has been notified in writing, (ii) such default has become an Event of Default and the Owners of not less than 25% of the aggregate principal amount of the Bonds Similarly Secured then Outstanding have made written request to the Trustee and offered it reasonable opportunity either to proceed to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name, (iii) the Owners have furnished to the Trustee indemnity as provided in Section 9.2 herein, (iv) the Trustee has for ninety (90) days after such notice failed or refused to exercise the powers hereinbefore granted, or to institute such action, suit, or proceeding in its own name, (v) no direction inconsistent with such written request has been given to the Trustee during such 90-day period by the Owners of at least a majority of the aggregate principal amount of the Bonds Similarly Secured then Outstanding, and (vi) notice of such action, suit, or proceeding is given to the Trustee; however, no one or more Owners of the Bonds Similarly Secured shall have any right in any manner whatsoever to affect, disturb, or prejudice this Indenture by its, his or their action or to enforce any right hereunder except in the manner provided herein, and that all proceedings at law or in equity shall be instituted and maintained in the manner provided herein and for the equal benefit of the Owners of all Bonds Similarly Secured then Outstanding. The notification, request and furnishing of indemnity set forth above shall, at the option of the Trustee, be conditions precedent to the execution of the powers and trusts of this Indenture and to any action or cause of action for the enforcement of this Indenture or for any other remedy hereunder. (b) Subject to Article VIII, nothing in this Indenture shall affect or impair the right of any Owner to enforce, by action at law, payment of any Bond Similarly Secured at and after the maturity thereof, or on the date fixed for redemption or the obligation of the City to pay each Bond Similarly Secured issued hereunder to the respective Owners thereof at the time and place, from the source and in the manner expressed herein and in the Bonds Similarly Secured. 139199012.11 - 54 - (c) In case the Trustee or any Owners shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee or any Owners, then and in every such case the City, the Trustee and the Owners shall be restored to their former positions and rights hereunder, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken. Section 11.4. Application of Revenues and Other Moneys After Default. (a) All moneys, securities, funds and Pledged Revenues and other assets of the Trust Estate and the income therefrom received by the Trustee pursuant to any right given or action taken under the provisions of this Article shall, after payment of the cost and expenses of the proceedings resulting in the collection of such amounts, the expenses (including its counsel), liabilities, and advances incurred or made by the Trustee, and the fees of the Trustee in carrying out this Indenture, during the continuance of an Event of Default, notwithstanding Section 11.2 hereof, shall be applied by the Trustee, on behalf of the City, to the payment of interest and principal or Redemption Price then due on Bonds Similarly Secured, as follows: FIRST: To the payment to the Owners entitled thereto all installments of interest then due in the direct order of maturity of such installments, and, if the amount available shall not be sufficient to pay in full any installment, then to the payment thereof ratably, according to the amounts due on such installment, to the Owners entitled thereto, without any discrimination or preference; and SECOND: To the payment to the Owners entitled thereto of the unpaid principal of Outstanding Bonds Similarly Secured, or Redemption Price of any Bonds Similarly Secured which shall have become due, whether at maturity or by call for redemption, in the direct order of their due dates and, if the amounts available shall not be sufficient to pay in full all the Bonds Similarly Secured due on any date, then to the payment thereof ratably, according to the amounts of principal due and to the Owners entitled thereto, without any discrimination or preference. Within ten (10) days of receipt of such good and available funds, the Trustee may fix a record and payment date for any payment to be made to Owners pursuant to this Section 11.4. (b) In the event funds are not adequate to cure any of the Events of Default described in Section 11.1, the available funds shall be allocated to the Bonds Similarly Secured that are Outstanding in proportion to the quantity of Bonds Similarly Secured that are currently due and in default under the terms of this Indenture. (c) The restoration of the City to its prior position after any and all defaults have been cured, as provided in Section 11.3, shall not extend to or affect any subsequent default under this Indenture or impair any right consequent thereon. Section 11.5. Effect of Waiver. No delay or omission of the Trustee, or any Owner, to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy given by this Indenture to the Trustee or the Owners, respectively, may be exercised from time to time and as often as may be deemed expedient. 139199012.11 - 55 - Section 11.6. Evidence of Ownership of Bonds Similarly Secured. (a) Any request, consent, revocation of consent or other instrument which this Indenture may require or permit to be signed and executed by the Owners of Bonds Similarly Secured may be in one or more instruments of similar tenor, and shall be signed or executed by such Owners in person or by their attorneys duly appointed in writing. Proof of the execution of any such instrument, or of any instrument appointing any such attorney, or the holding by any Person of the Bonds Similarly Secured shall be sufficient for any purpose of this Indenture (except as otherwise herein expressly provided) if made in the following manner: (i) The fact and date of the execution of such instruments by any Owner of Bonds Similarly Secured or the duly appointed attorney authorized to act on behalf of such Owner may be provided by a guarantee of the signature thereon by a bank or trust company or by the certificate of any notary public or other officer authorized to take acknowledgments of deeds, that the Person signing such request or other instrument acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. Where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such signature guarantee, certificate, or affidavit shall also constitute sufficient proof of his authority. (ii) The ownership of Bonds Similarly Secured and the amount, numbers and other identification and date of holding the same shall be proved by the Register. (b) Except as otherwise provided in this Indenture with respect to revocation of a consent, any request or consent by an Owner of Bonds Similarly Secured shall bind all future Owners of the same Bonds Similarly Secured in respect of anything done or suffered to be done by the City or the Trustee in accordance therewith. Section 11.7. No Acceleration. In the event of the occurrence of an Event of Default under Section 11.1 hereof, the right of acceleration of any Stated Maturity is not granted as a remedy hereunder and the right of acceleration under this Indenture is expressly denied. Section 11.8. Mailing of Notice. Any provision in this Article for the mailing of a notice or other document to Owners shall be fully complied with if it is mailed,first-class, postage prepaid, only to each Owner at the address appearing upon the Register. Section 11.9. Exclusion of Bonds Similarly Secured. Bonds Similarly Secured owned or held by or for the account of the City will not be deemed Outstanding for the purpose of consent or other action or any calculation of Outstanding Bonds Similarly Secured provided for in this Indenture, and the City shall not be entitled with respect to such Bonds Similarly Secured to give any consent or take any other action provided for in this Indenture. 139199012.11 - 56 - Section 11.10. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Trustee or to the Owners is intended to be exclusive of any other remedy and each and every such remedy shall be cumulative and shall be in addition to any other remedy given hereunder or now or hereafter existing at law or in equity, by statute or by contract. Section 11.11. Direction by Owners. Anything herein to the contrary notwithstanding, the Owners of at least 25% of the aggregate outstanding principal of the Bonds shall have the right by an instrument in writing executed and delivered to the Trustee, to direct the choice of remedies and the time, method, and place of conducting a proceeding for any remedy available to the Trustee hereunder, under each Supplemental Indenture, or otherwise, or exercising any trust or power conferred upon the Trustee, including the power to direct or withhold directions with respect to any remedy available to the Trustee or the Owners, provided, (i) such direction shall not be otherwise than in accordance with Applicable Laws and the provisions hereof, (ii) that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and (iii) that the Trustee shall have the right to decline to follow any such direction which, in the opinion of the Trustee, would be unjustly prejudicial to Owners not parties to such direction. ARTICLE XII GENERAL COVENANTS AND REPRESENTATIONS Section 12.1. Representations as to Trust Estate. (a) The City represents and warrants that it is authorized by Applicable Laws to authorize and issue the Bonds Similarly Secured, to execute and deliver this Indenture and to pledge the Trust Estate in the manner and to the extent provided in this Indenture, and that the Pledged Revenues and the Trust Estate are and will be and remain free and clear of any pledge, lien, charge, or encumbrance thereon or with respect thereto prior to, or of equal rank with, the pledge and lien created in or authorized by this Indenture except as expressly provided herein. (b) The City shall at all times, to the extent permitted by Applicable Laws, defend, preserve and protect the pledge of the Trust Estate and all the rights of the Owners and the Trustee, under this Indenture against all claims and demands of all Persons whomsoever. (c) The City will take all steps reasonably necessary and appropriate, and will direct the Trustee to take all steps reasonably necessary and appropriate, to collect all delinquencies in the collection of the Improvement Area #1 Assessments and any other amounts pledged to the payment of the Bonds Similarly Secured to the fullest extent permitted by the PID Act and other Applicable Laws. (d) To the extent permitted by law, notice of the Improvement Area #1 Annual Installments shall be sent by, or on behalf of the City, to the affected property owners on the same statement or such other mechanism that is used by the City, so that such Improvement Area #1 Annual Installments are collected simultaneously with ad valorem taxes and shall be subject to the same penalties, procedures, and foreclosure sale in case of delinquencies as are provided for ad valorem taxes of the City. 139199012.11 - 57 - Section 12.2. Accounts, Periodic Reports and Certificates. The Trustee shall keep or cause to be kept proper books of record and account (separate from all other records and accounts) in which complete and correct entries shall be made of its transactions relating to the Funds and Accounts established by this Indenture and which shall at all times be subject to inspection by the City, and the Owner or Owners of not less than 10% in principal amount of any Bonds Similarly Secured then Outstanding or their representatives duly authorized in writing. Section 12.3. General. The City shall do and perform or cause to be done and performed all acts and things required to be done or performed by or on behalf of the City under the provisions of this Indenture. ARTICLE XIII SPECIAL COVENANTS Section 13.1. Further Assurances; Due Performance. (a) At any and all times the City will duly execute, acknowledge and deliver, or will cause to be done, executed and delivered, all and every such further acts, conveyances, transfers, and assurances in a manner as the Trustee shall reasonably require for better conveying, transferring, pledging, and confirming unto the Trustee, all and singular, the revenues, Funds, Accounts and properties constituting the Pledged Revenues, and the Trust Estate hereby transferred and pledged, or intended so to be transferred and pledged. (b) The City will duly and punctually keep, observe and perform each and every term, covenant and condition on its part to be kept, observed and performed, contained in this Indenture. Section 13.2. Additional Obligations or Other Liens; Refunding Bonds. (a) The City reserves the right to issue Additional Obligations under other indentures, assessment ordinances, or similar agreements or other obligations which do not constitute or create a lien on the Trust Estate and are not payable from Pledged Revenues or any portion of the Trust Estate. Additionally, the City has reserved the right to issue bonds or other obligations secured by and payable from Pledged Revenues so long as such pledge is subordinate to the pledge of Pledged Revenues securing payment of the Bonds Similarly Secured. (b) Other than Refunding Bonds issued to refund all or a portion of the Bonds, the City will not create or voluntarily permit to be created any debt, lien or charge on any portion of the Trust Estate, and will not cause or allow any matter or things whereby the lien of this Indenture or the priority hereof might or could be lost or impaired, and further covenants that it will pay or cause to be paid or will make adequate provisions for the satisfaction and discharge of all lawful claims and demands which if unpaid might by law be given precedence over or any equality with this Indenture as a lien or charge upon the Trust Estate; provided, however, that nothing in this Section shall require the City to apply, discharge, or make provision for any such lien, charge, claim, or demand so long as the validity thereof shall be contested by it in good faith, unless thereby, in the opinion of Bond Counsel or counsel to the Trustee, the same would endanger the security for the Bonds. 139199012.11 - 58 - (c) The City reserves the right to issue Refunding Bonds, the proceeds of which would be utilized to refund all or any portion of the Outstanding Bonds Similarly Secured or Outstanding Refunding Bonds and to pay all costs incident to the Refunding Bonds, as authorized by the laws of the State, and in accordance with the conditions set forth below: (i) The principal of all Refunding Bonds must (i) be scheduled to be paid, (ii) be subject to mandatory sinking fund redemption or (iii) mature, on September 15 of the years in which such principal (i) is scheduled to be paid, (ii) is subject to mandatory sinking fund redemption or (iii) matures. All Refunding Bonds must bear interest at a fixed rate and any interest payment dates for Refunding Bonds must be March 15 and September 15. The date, rate or rates of interest on, interest payment dates, maturity dates, redemption and all other terms and provisions of Refunding Bonds shall be set forth in a Supplemental Indenture; and (ii) Upon their authorization by the City, the Refunding Bonds of a Series issued under this Section 13.2 shall be issued and shall be delivered to the purchasers or owners thereof, but before, or concurrently with, the delivery of said Refunding Bonds to such purchasers or owners there shall have been filed with the Trustee (1)a copy, certified by the City Secretary of the City, of the ordinance or ordinances of the City authorizing the issuance, sale, execution and delivery of the Refunding Bonds and the execution and delivery of a Supplemental Indenture establishing, among other things, the date, rate or rates of interest on, interest payment dates, maturity dates, redemption and all other terms and provisions of such Refunding Bonds, and (2) an original executed counterpart of the Supplemental Indenture for such Refunding Bonds. Section 13.3. Books of Record. (a) The City shall cause to be kept full and proper books of record and accounts, in which full, true and proper entries will be made of all dealing, business and affairs of the City, which relate to the Pledged Revenues, the Pledged Funds, the Trust Estate, and the Bonds Similarly Secured. (b) The Trustee shall have no responsibility with respect to the financial and other information received by it pursuant to this Section 13.3 except to receive and retain same, subject to the Trustee's document retention policies, and to distribute the same in accordance with the provisions of this Indenture. Specifically, but without limitation, the Trustee shall have no duty to review such information, is not considered to have notice of the contents of such information or a default based on such contents, and has no duty to verify the accuracy of such information. ARTICLE XIV PAYMENT AND CANCELLATION OF THE BONDS SIMILARLY SECURED AND SATISFACTION OF THE INDENTURE Section 14.1. Trust Irrevocable. The trust created by the terms and provisions of this Indenture is irrevocable until the Bonds Similarly Secured secured hereby are fully paid or provision is made for their payment as provided in this Article. 139199012.11 - 59 - Section 14.2. Satisfaction of Indenture. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Owners, principal of and interest on all of the Bonds Similarly Secured, at the times and in the manner stipulated in this Indenture, and all amounts due and owing with respect to the Bonds Similarly Secured have been paid or provided for, then the pledge of the Trust Estate and all covenants, agreements, and other obligations of the City to the Owners of such Bonds Similarly Secured, shall thereupon cease, terminate, and become void and be discharged and satisfied. In such event, the Trustee shall execute and deliver to the City copies of all such documents as it may have evidencing that principal of and interest on all of the Bonds Similarly Secured has been paid so that the City may determine if the Indenture is satisfied; if so, the Trustee shall pay over or deliver all moneys held by it in the in Funds and Accounts held hereunder to the Person entitled to receive such amounts, or, if no Person is entitled to receive such amounts, then to the City. Section 14.3. Bonds Similarly Secured Deemed Paid. All Outstanding Bonds Similarly Secured shall, prior to the Stated Maturity or redemption date thereof be deemed to have been paid and to no longer be deemed Outstanding if(i) in case any such Bonds Similarly Secured are to be redeemed on any date prior to their Stated Maturity, the Trustee shall have given notice of redemption on said date as provided herein, (ii) there shall have been deposited with the Trustee either moneys in an amount which shall be sufficient, or Defeasance Securities the principal of and the interest on which when due will provide moneys which, together with any moneys deposited with the Trustee for such purpose, shall be sufficient to pay when due the principal of and interest on of the Bonds Similarly Secured to become due on such Bonds Similarly Secured on and prior to the redemption date or maturity date thereof, as the case may be, (iii) the Trustee shall have received a report by an independent certified public accountant or other third-party selected by the City verifying the sufficiency of the moneys and/or Defeasance Securities deposited with the Trustee to pay when due the principal of and interest on of the Bonds Similarly Secured to become due on such Bonds Similarly Secured on and prior to the redemption date or maturity date thereof, as the case may be, and (iv) if any Bonds Similarly Secured are then rated, the Trustee shall have received written confirmation from each rating agency then publishing a rating on such Bonds Similarly Secured that such deposit will not result in the reduction or withdrawal of the rating on such Bonds Similarly Secured. Neither Defeasance Securities nor moneys deposited with the Trustee pursuant to this Section nor principal or interest payments on any such Defeasance Securities shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal of and interest on the Bonds Similarly Secured. Any cash received from such principal of and interest on such Defeasance Securities deposited with the Trustee, if not then needed for such purpose, shall, be reinvested in Defeasance Securities as directed in writing by the City maturing at times and in amounts sufficient to pay when due the principal of and interest on the Bonds Similarly Secured on and prior to such redemption date or maturity date thereof, as the case may be. Any payment for Defeasance Securities purchased for the purpose of reinvesting cash as aforesaid shall be made only against delivery of such Defeasance Securities. ARTICLE XV MISCELLANEOUS Section 15.1. Benefits of Indenture Limited to Parties. Nothing in this Indenture, expressed or implied, is intended to give to any Person other than the City, the Trustee and the Owners, any right, remedy, or claim under or by reason of this 139199012.11 - 60 - Indenture. Any covenants, stipulations, promises or agreements in this Indenture by and on behalf of the City shall be for the sole and exclusive benefit of the Owners and the Trustee. Section 15.2. Successor is Deemed Included in All References to Predecessor. Whenever in this Indenture or any Supplemental Indenture either the City or the Trustee is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Indenture contained by or on behalf of the City or the Trustee shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. Section 15.3. Execution of Documents and Proof of Ownership by Owners. Any request, declaration, or other instrument which this Indenture may require or permit to be executed by Owners may be in one or more instruments of similar tenor, and shall be executed by Owners in person or by their attorneys duly appointed in writing. Except as otherwise herein expressly provided, the fact and date of the execution by any Owner or his attorney of such request, declaration, or other instrument, or of such writing appointing such attorney, may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the Person signing such request, declaration, or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. Except as otherwise herein expressly provided, the ownership of registered Bonds Similarly Secured and the amount, maturity, number, and date of holding the same shall be proved by the Register. Any request, declaration or other instrument or writing of the Owner of any Bond Similarly Secured shall bind all future Owners of such Bond Similarly Secured in respect of anything done or suffered to be done by the City or the Trustee in good faith and in accordance therewith. Section 15.4. Waiver of Personal Liability. No member, officer, agent, or employee of the City shall be individually or personally liable for the payment of the principal of, or interest or any premium on, the Bonds Similarly Secured; but nothing herein contained shall relieve any such member, officer, agent, or employee from the performance of any official duty provided by law. Section 15.5. Notices to and Demands on City and Trustee. (a) Except as otherwise expressly provided in this Indenture, all notices or other instruments required or permitted under this Indenture, including any City Certificate, shall be in writing and shall be telexed, cabled, delivered by hand, mailed by first-class mail, postage prepaid, or transmitted by facsimile or e-mail and addressed as follows: If to the City: City of Corpus Christi, Texas 1200 Leopard Street Corpus Christi, Texas 78401 139199012.11 - 61 - Attn: City Manager With a copy to: P3 Works, LLC Attn: Mary V. Petty, Managing Partner 9284 Huntington Square North Richland Hills, Texas 76182 Phone No.: 817.393.0353 Email: Admin@P3-Works.com If to the Trustee BOKF, NA or the Paying Agent/Registrar: Attn: Rachel Roy 1401 McKinney Street, Suite 1000 Houston, Texas 77010 Fax No.: 713-470-5467 Email: rachel.roy(a-)_bankoftexas.com Any such notice, demand, or request may also be transmitted to the appropriate party by telephone and shall be deemed to be properly given or made at the time of such transmission if, and only if, such transmission of notice shall be confirmed in writing and sent as specified above. Any of such addresses may be changed at any time upon written notice of such change given to the other party by the party effecting the change. Notices and consents given by mail in accordance with this Section shall be deemed to have been given five Business Days after the date of dispatch; notices and consents given by any other means shall be deemed to have been given when received. (b) The Trustee shall mail to each Owner of a Bond Similarly Secured notice of (i) any substitution of the Trustee; or (ii) the redemption or defeasance of all Bonds Similarly Secured Outstanding. (c) The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions ("Instructions") given pursuant to this Indenture and delivered using Electronic Means ("Electronic Means" means the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder); provided, however, that the City shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions ("Authorized Officers") and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the City whenever a person is to be added or deleted from the listing. If the City elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee's understanding of such Instructions shall be deemed controlling. The City understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The City shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and the City and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by 139199012.11 - 62 - the City. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee's reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The City agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the City; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures. Section 15.6. Partial Invalidity. If any Section, paragraph, sentence, clause, or phrase of this Indenture shall for any reason be held illegal or unenforceable, such holding shall not affect the validity of the remaining portions of this Indenture. The City hereby declares that it would have adopted this Indenture and each and every other Section, paragraph, sentence, clause, or phrase hereof and authorized the issue of the Bonds Similarly Secured pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Indenture may be held illegal, invalid, or unenforceable. Section 15.7. Applicable Laws. This Indenture shall be governed by and enforced in accordance with the laws of the State of Texas applicable to contracts made and performed in the State of Texas. Section 15.8. Payment on Business Day. In any case where the date of the maturity of interest or of principal (and premium, if any) of the Bonds Similarly Secured or the date fixed for redemption of any Bonds Similarly Secured or the date any action is to be taken pursuant to this Indenture is other than a Business Day, the payment of interest or principal (and premium, if any) or the action need not be made on such date but may be made on the next succeeding day that is a Business Day with the same force and effect as if made on the date required and no interest shall accrue for the period from and after such date. Section 15.9. Counterparts. This Indenture may be executed in counterparts, each of which shall be deemed an original. Section 15.10. Verifications of Statutory Representations and Covenants. The Trustee makes the following representations and covenants pursuant to Chapter 2252, 2271, 2274, and 2276, Texas Government Code, as heretofore amended (the"Government Code"), in entering into this Indenture. As used in such verifications, "affiliate" means an entity that controls, is controlled by, or is under the common control with the Trustee within the meaning of SEC Rule 405, 17 C.F.R. Section 230.405, and exists to make a profit. Liability for breach of 139199012.11 - 63 - any such verification during the term of this Indenture shall survive until barred by the applicable statute of limitations, and shall not be liquidated or otherwise limited by any provision of this Indenture, notwithstanding anything in this Indenture to the contrary. (a) Not a Sanctioned Company. The Trustee 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, Government Code. The foregoing representation excludes the Trustee 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. (b) No Boycott of Israel. The Trustee 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 Indenture. As used in the foregoing verification, "boycott Israel" has the meaning provided in Section 2271.001, Government Code. (c) No Discrimination Against Firearm Entities. The Trustee 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 Indenture. As used in the foregoing verification, "discriminate against a firearm entity or firearm trade association" has the meaning provided in Section 2274.001(3), Government Code. (d) No Boycott of Energy Companies. The Trustee 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 Indenture. As used in the foregoing verification, "boycott energy companies" has the meaning provided in Section 2276.001(1), Government Code. 139199012.11 - 64 - IN WITNESS WHEREOF, the City and the Trustee have caused this Indenture of Trust to be executed all as of the date hereof. CITY OF CORPUS CHRISTI, TEXAS By: Mayor Attest: City Secretary [CITY SEAL] BOKF, NA, as Trustee By: Authorized Officer Signature Page to Indenture of Trust relating to CITY OF CORPUS CHRISTI,TEXAS SPECIAL ASSESSMENT REVENUE BONDS,SERIES 2024 (WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 IMPROVEMENT AREA#1 PROJECT) EXHIBIT A Form of Bond (e) Form of Bond. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF TEXAS, THE CITY, OR ANY OTHER POLITICAL CORPORATION, SUBDIVISION OR AGENCY THEREOF, IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THIS BOND. REGISTERED REGISTERED No. $ United States of America State of Texas CITY OF CORPUS CHRISTI, TEXAS SPECIAL ASSESSMENT REVENUE BOND, SERIES 2024 (WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 IMPROVEMENT AREA#1 PROJECT) INTEREST RATE MATURITY DATE DATE OF DELIVERY CUSIP NUMBER % , 20 The City of Corpus Christi, Texas (the "City"), for value received, hereby promises to pay, solely from the Trust Estate, to or registered assigns, on the Maturity Date, as specified above, the sum of DOLLARS unless this Bond shall have been sooner called for redemption and the payment of the principal hereof shall have been paid or provision for such payment shall have been made, and to pay interest on the unpaid principal amount hereof from the later of the Date of Delivery, as specified above, or the most recent Interest Payment Date to which interest has been paid or provided for until such principal amount shall have been paid or provided for, at the per annum rate of interest specified above, computed on the basis of a 360-day year of twelve 30-day months, such interest to be paid semiannually on March 15 and September 15 of each year, commencing March 15, 2025, until maturity or prior redemption. Capitalized terms appearing herein that are defined terms in the Indenture defined below, have the meanings assigned to them in the Indenture. Reference is made to the Indenture for such definitions and for all other purposes. The principal of this Bond shall be payable without exchange or collection charges in lawful money of the United States of America upon presentation and surrender of this Bond at the corporate trust office in Houston, Texas (the "Designated Payment/Transfer Office"), of BOKF, NA, as trustee and paying agent/registrar (the "Trustee", which term includes any successor trustee under the Indenture), or, with respect to a successor trustee and paying agent/registrar, at the Designated Payment/Transfer Office of such successor. Interest on this Bond is payable by check dated as of the Interest Payment Date, mailed by the Trustee to the registered owner at 139199012.11 A-1 the address shown on the registration books kept by the Trustee or by such other customary banking arrangements acceptable to the Trustee, requested by, and at the risk and expense of, the Person to whom interest is to be paid. For the purpose of the payment of interest on this Bond, the registered owner shall be the Person in whose name this Bond is registered at the close of business on the "Record Date," which shall be the fifteenth calendar day of the month next preceding such Interest Payment Date; provided, however, that in the event of nonpayment of interest on a scheduled Interest Payment Date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Trustee, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the "Special Payment Date," which shall be 15 days after the Special Record Date) shall be sent at least five Business Days prior to the Special Record Date by United States mail, first-class, postage prepaid, to the address of each Owner of a Bond appearing on the books of the Trustee at the close of business on the last Business Day preceding the date of mailing such notice. If a date for the payment of the principal of or interest on the Bonds is a Saturday, Sunday, legal holiday, or a day on which banking institutions in the city in which the Designated Payment/Transfer Office is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding Business Day, and payment on such date shall have the same force and effect as if made on the original date payment was due. This Bond is one of a duly authorized issue of assessment revenue bonds of the City having the designation specified in its title (herein referred to as the "Bonds"), dated October 31, 2024 and issued in the aggregate principal amount of $_,_,_and issued, with the limitations described herein, pursuant to an Indenture of Trust, dated as of October 1, 2024 (the"Indenture"), by and between the City and the Trustee, to which Indenture reference is hereby made for a description of the amounts thereby pledged and assigned, the nature and extent of the lien and security, the respective rights thereunder to the holders of the Bonds, the Trustee, and the City, and the terms upon which the Bonds are, and are to be, authenticated and delivered and by this reference to the terms of which each holder of this Bond hereby consents. All Bonds issued under the Indenture are equally and ratably secured by the amounts thereby pledged and assigned. The Bonds are being issued for the purpose of (i) paying a portion of the Actual Costs of the Improvement Area #1 Improvements, (ii) funding a reserve fund for payment of principal and interest on the Bonds Similarly Secured, (iii) paying a portion of the costs incidental to the organization and administration of the District, and (iv) paying costs of issuance of the Bonds. The Bonds are limited obligations of the City payable solely from the Trust Estate as defined in the Indenture. Reference is hereby made to the Indenture, copies of which are on file with and available upon request from the Trustee, for the provisions, among others, with respect to the nature and extent of the duties and obligations of the City, the Trustee and the Owners. The Owner of this Bond, by the acceptance hereof, is deemed to have agreed and consented to the terms, conditions and provisions of the Indenture. Notwithstanding any provision hereof, the Indenture may be released and the obligation of the City to make money available to pay this Bond may be defeased by the deposit of money and/or certain direct or indirect Defeasance Securities sufficient for such purpose as described in the Indenture. The Bonds are issuable as fully registered bonds only in Authorized Denominations, subject to the provisions of the Indenture authorizing redemption in denominations of $100,000 and any multiple of$1,000 in excess thereof. Improvement Area#1 Indenture of Trust 139199012.11 A-2 The Bonds are subject to sinking fund redemption prior to their respective maturities and will be redeemed by the City in part at a price equal to the principal amount thereof plus accrued and unpaid interest thereon to the date set for redemption from moneys available for such purpose in the Redemption Fund pursuant to Article VI of the Indenture, on the dates and in the Sinking Fund Installment amounts as set forth in the following schedule: Term Bonds Maturing , 20 Sinking Fund Redemption Date Installment($) * maturity Term Bonds Maturing . 20 Sinking Fund Redemption Date Installment($) * maturity Term Bonds Maturing , 20 Sinking Fund Redemption Date Installment($) Improvement Area#1 Indenture of Trust 139199012.11 A-3 * maturity At least forty-five (45) days prior to each mandatory sinking fund redemption date, and subject to any prior reduction authorized by the Indenture, the Trustee shall select for redemption, pursuant to the provisions of the Indenture, a principal amount of Bonds of such maturity equal to the Sinking Fund Installments of such Bonds to be redeemed, shall call such Bonds for redemption on such scheduled mandatory sinking fund redemption date, and shall give notice of such redemption, as provided in the Indenture. The principal amount of Bonds required to be redeemed on any mandatory sinking fund redemption date shall be reduced, at the option of the City, by the principal amount of any Bonds of such maturity which, at least 45 days prior to the mandatory sinking fund redemption date (i) shall have been acquired by the City at a price not exceeding the principal amount of such Bonds plus accrued and unpaid interest to the date of purchase thereof, and delivered to the Trustee for cancellation, or (ii) shall have been redeemed pursuant to the optional redemption or extraordinary optional redemption and not previously credited to a sinking fund redemption. The City reserves the right and option to redeem Bonds maturing on or after September 15, 20_ before their scheduled maturity dates, in whole or in part, on any date on or after September 15, 20_, such redemption date or dates to be fixed by the City, at the redemption price of par plus accrued interest to the date of redemption. Bonds are subject to extraordinary optional redemption prior to maturity in whole or in part, and in an amount and on a date specified in a City Certificate, at a redemption price equal to the principal amount of the Bonds called for redemption, plus accrued and unpaid interest to the date fixed for redemption, pursuant to the provisions of the Indenture, from amounts on deposit in the Redemption Fund as a result of Prepayments, other transfers to the Redemption Fund pursuant to the Indenture, or as a result of unexpended amounts transferred from the Project Fund as provided in the Indenture. The Trustee shall give notice of any redemption of Bonds by sending notice by United States mail, first-class, postage prepaid, not less than 30 days before the date fixed for redemption, to the Owner of each Bond (or part thereof) to be redeemed, at the address shown on the Register. The notice shall state the redemption date, the Redemption Price, the place at which the Bonds are to be surrendered for payment, and, if less than all the Bonds Outstanding are to be redeemed, an identification of the Bonds or portions thereof to be redeemed. Any notice so given shall be conclusively presumed to have been duly given, whether or not the Owner receives such notice. With respect to any optional redemption of the Bonds, unless the Trustee has received funds sufficient to pay the redemption price of the Bonds to be redeemed before giving of a notice of redemption, the notice may state the City may condition redemption on the receipt of such funds by the Trustee on or before the date fixed for the redemption, or on the satisfaction of any other prerequisites set forth in the notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption are not satisfied and sufficient funds are not received, the notice shall be of no force and effect, the City shall not redeem the Bonds, and the Trustee shall give notice, in the manner in which the notice of redemption was given, that the Bonds have not been redeemed. Improvement Area#1 Indenture of Trust 139199012.11 A-4 The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the City and the rights of the holders of the Bonds under the Indenture at any time Outstanding affected by such modification. The Indenture also contains provisions permitting the holders of specified percentages in aggregate principal amount of the Bonds at the time Outstanding, on behalf of the holders of all the Bonds, to waive compliance by the City with certain past defaults under the Bond Ordinance or the Indenture and their consequences. Any such consent or waiver by the holder of this Bond or any predecessor Bond evidencing the same debt shall be conclusive and binding upon such holder and upon all future holders thereof and of any Bond issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such consent or waiver is made upon this Bond. As provided in the Indenture, this Bond is transferable upon surrender of this Bond for transfer at the Designated Payment/Transfer Office, with such endorsement or other evidence of transfer as is acceptable to the Trustee, and upon delivery to the Trustee of such certifications and/or opinion of counsel as may be required under the Indenture for the transfer of this Bond. Upon satisfaction of such requirements, one or more new fully registered Bonds of the same Stated Maturity, of Authorized Denominations, bearing the same rate of interest, and for the same aggregate principal amount will be issued to the designated transferee or transferees. Neither the City nor the Trustee shall be required to issue, transfer or exchange any Bond called for redemption where such redemption is scheduled to occur within 45 calendar days of the transfer or exchange date; provided, however, such limitation shall not be applicable to an exchange by the registered owner of the uncalled principal balance of a Bond redeemed in part. The City, the Trustee, and any other Person may treat the Person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided (except interest shall be paid to the Person in whose name this Bond is registered on the Record Date or Special Record Date, as applicable) and for all other purposes, whether or not this Bond be overdue, and neither the City nor the Trustee shall be affected by notice to the contrary. NEITHER THE FULL FAITH AND CREDIT NOR THE GENERAL TAXING POWER OF THE CITY OF CORPUS CHRISTI, TEXAS, THE STATE OF TEXAS, OR ANY POLITICAL SUBDIVISION THEREOF, IS PLEDGED TO THE PAYMENT OF THE BONDS. IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond and the series of which it is a part is duly authorized by law; that all acts, conditions and things required to be done precedent to and in the issuance of the Bonds have been properly done and performed and have happened in regular and due time, form and manner, as required by law; and that the total indebtedness of the City, including the Bonds, does not exceed any Constitutional or statutory limitation. IN WITNESS WHEREOF, the City Council of the City has caused this Bond to be executed under the official seal of the City. Mayor, City of Corpus Christi, Texas City Secretary, City of Corpus Christi, Texas Improvement Area#1 Indenture of Trust 139199012.11 A-5 [City Seal] (f) Form of Comptroller's Registration Certificate. The following Registration Certificate of Comptroller of Public Accounts shall appear on the Initial Bond: REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER § OF PUBLIC ACCOUNTS § REGISTER NO. THE STATE OF TEXAS § I HEREBY CERTIFY THAT there is on file and of record in my office a certificate to the effect that the Attorney General of the State of Texas has approved this Bond, and that this Bond has been registered this day by me. WITNESS MY SIGNATURE AND SEAL OF OFFICE this Comptroller of Public Accounts of the State of Texas [SEAL] (g) Form of Certificate of Trustee. CERTIFICATE OF TRUSTEE It is hereby certified that this is one of the Bonds of the series of Bonds referred to in the within mentioned Indenture. BOKF, NA Houston, Texas, as Trustee DATED: By: Authorized Signatory (h) Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto (print or typewrite name, address and zip code of transferee): Improvement Area#1 Indenture of Trust 139199012.11 A-6 (Social Security or other identifying number: ) the within Bond and all rights hereunder and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration hereof, with full power of substitution in the premises. Date: Signature Guaranteed By: NOTICE: The signature on this Assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular and must be guaranteed in a manner acceptable to the Authorized Signatory Trustee. (i) The Initial Bond shall be in the form set forth in paragraphs (a) through (d) of this Exhibit A, except for the following alterations: (i) immediately under the name of the Bond the heading "INTEREST RATE" and "MATURITY DATE" shall both be completed with the expression "As Shown Below," and the reference to the "CUSIP NUMBER" shall be deleted; (ii) in the first paragraph of the Bond, the words "on the Maturity Date as specified above, the sum of DOLLARS" shall be deleted and the following will be inserted: "on in each of the years, in the principal installments and bearing interest at the per annum rates set forth in the following schedule: Years Principal Amount ($) Interest Rate MY (Information to be inserted from Section 3.2(a)(iii) hereof); and (iii) the Initial Bond shall be numbered T-1. Improvement Area#1 Indenture of Trust 139199012.11 A-7 EXHIBIT B BOND PURCHASE AGREEMENT 139198996.6/1001186793 B-1 Draft 10.01.2024 CITY OF CORPUS CHRISTI, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 (WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 IMPROVEMENT AREA #1 PROJECT) BOND PURCHASE AGREEMENT October 15, 2024 City of Corpus Christi, Texas 1201 Leopard Street Corpus Christi,Texas 78401 Ladies and Gentlemen: The undersigned, FMSbonds, Inc. (the "Underwriter"), offers to enter into this Bond Purchase Agreement(this"Agreement")with the City of Corpus Christi,Texas(the"City"),which will be binding upon the City and the Underwriter upon the acceptance of this Agreement by the City. This offer is made subject to its acceptance by the City by execution of this Agreement and its delivery to the Underwriter on or before 10:00 p.m., Central Time, on the date hereof and, if not so accepted,will be subject to withdrawal by the Underwriter upon written notice delivered to the City at any time prior to the acceptance hereof by the City. All capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Indenture (defined herein), between the City and BOKF, NA, as trustee (the "Trustee"), authorizing the issuance of the Bonds (defined herein), and the Limited Offering Memorandum (defined herein). 1. Purchase and Sale of Bonds. Upon the terms and conditions and upon the basis of representations,warranties, and agreements hereinafter set forth,the Underwriter hereby agrees to purchase from the City, and the City hereby agrees to sell to the Underwriter, all (but not less than all) of the $_aggregate principal amount of the "City of Corpus Christi, Texas, Special Assessment Revenue Bonds, Series 2024 (Whitecap Public Improvement District No. 1 Improvement Area 91 Project)" (the "Bonds"), at a purchase price of$ (representing the aggregate principal amount of the Bonds, less an Underwriter's discount of$ ). Inasmuch as this purchase and sale represents a negotiated transaction, the City understands, and hereby confirms, that the Underwriter is not acting as a municipal advisor or fiduciary of the City (including,without limitation, a"municipal advisor" (as such term is defined in Section 975(e)of the Dodd Frank Wall Street Reform and Consumer Protection Act)),but rather is acting solely in its capacity as Underwriter for its own account. The City acknowledges and agrees that(i)the purchase and sale of the Bonds pursuant to this Agreement is an arm's length commercial transaction between the City and the Underwriter, (ii) in 1 4138-8404-1555.4 connection with the discussions,undertakings, and procedures leading up to the consummation of this transaction, the Underwriter is and has been acting solely as a principal and is not acting as the agent, municipal advisor, financial advisor, or fiduciary of the City, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the City with respect to the offering described herein or the discussions, undertakings, and procedures leading thereto (regardless of whether the Underwriter has provided other services or is currently providing other services to the City on other matters)and the Underwriter has no obligation to the City with respect to the offering described herein except the obligations expressly set forth in this Agreement, (iv) the City has consulted its own legal, financial and other advisors to the extent it has deemed appropriate, (v) the Underwriter has financial and other interests that differ from those of the City, and (vi) the Underwriter has provided to the City prior disclosures under Rule G-17 of the Municipal Securities Rulemaking Board ("MSRB"), which have been received by the City. The City further acknowledges and agrees that following the issuance and delivery of the Bonds, the Underwriter has indicated that it may have periodic discussions with the City regarding the expenditure of proceeds of the Bonds and the construction of the Improvement Area 91 Improvements financed with the Bonds and, in connection with such discussions,the Underwriter shall be acting solely as a principal and will not be acting as the agent or fiduciary, and will not be assuming an advisory or fiduciary responsibility in favor, of the City. The Bonds shall be dated October 1, 2024, but shall bear interest from the Closing Date, and shall have the maturities and redemption features, if any, and bear interest at the rates per annum shown on Schedule I hereto. Payment for and delivery of the Bonds, and the other actions described herein, shall take place on October 31, 2024 (or such other date as may be agreed to by the City and the Underwriter) (the"Closing Date"). 2. Authorization Instruments and Law. The Bonds were authorized by the Bond Ordinance enacted by the City Council of the City(the"City Council") on October 15, 2024, and shall be issued pursuant to the provisions of the PID Act and the Indenture of Trust, dated as of October 1, 2024, between the City and the Trustee, authorizing the issuance of the Bonds (the "Indenture"). The Bonds shall be substantially in the form described in, and shall be secured under the provisions of,the Indenture. The Bonds and interest thereon shall be secured by the Trust Estate consisting primarily of revenue from the Improvement Area 91 Assessments levied pursuant to the Assessment Ordinance, adopted by the City Council on February 20, 2024, against the Improvement Area#1 Assessed Property, all to the extent and subject to the conditions described in the Indenture. The District was established by a resolution (the "Creation Resolution"), enacted by the City Council on May 17, 2022, in accordance with the PID Act. The Service and Assessment Plan for the District was originally approved on February 20, 2024, and the Bond Ordinance approved an update to the Service and Assessment Plan in connection with the issuance of the Bonds. The Creation Resolution, the Assessment Ordinance, the Bond Ordinance, and the Indenture are collectively referred to herein as the "Authorizing Documents." The Bonds shall be as described in Schedule I attached hereto, the Indenture, and the Limited Offering Memorandum. The proceeds of the Bonds shall be used for the purposes described in the Limited Offering Memorandum under"PLAN OF FINANCE—The Bonds and 2 4138-8404-1555.4 the Reimbursement Agreement" and shall be generally applied as described in the Limited Offering Memorandum under"SOURCES AND USES OF FUNDS." 3. Initial Offering. The Underwriter agrees to make an initial offering of all of the Bonds in accordance with Section 4 hereof and to limit the initial offering of the Bonds to persons that qualify as"Accredited Investors"(as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended and as then in effect (the "Securities Act")) or "Qualified Institutional Buyers" (within the meaning of Rule 144A under the Securities Act). On or before the third (3ra) Business Day prior to the Closing Date,the Underwriter shall execute and deliver to Bond Counsel the Issue Price Certificate (as defined herein), in substantially the form attached hereto as Appendix B. 4. Establishment of Issue Price. a. The Underwriter agrees to assist the City in establishing the issue price of the Bonds and shall execute and deliver to the City on or before the third (3ra) Business Day prior to the Closing Date an"issue price"or similar certificate,together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Appendix B (the "Issue Price Certificate"), with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the City under this Section to establish the issue price of the Bonds may be taken on behalf of the City by the City's Financial Advisor(defined herein) and any notice or report to be provided to the City may be provided to the Financial Advisor or to Bond Counsel. b. The Underwriter confirms that it has offered all the Bonds of each maturity to the public on or before the date of this Agreement at the respective offering price (the "initial offering price"), or at the corresponding yield or yields, set forth in Schedule I attached hereto, except as otherwise set forth therein. At or promptly after the execution of this Agreement,the Underwriter shall report to the City on Schedule A to the Issue Price Certificate the first price at which the Underwriter has sold to the public each maturity of Bonds and shall identify to the City on Schedule A to the Issue Price Certificate those maturities of the Bonds for which the 10% test has not been satisfied. If different interest coupons apply within a maturity, each separate CUSIP number within that maturity will be treated as a separate maturity for this purpose. C. The City and the Underwriter agree that the restrictions set forth in the next sentence shall apply to those maturities of the Bonds for which the 10% test has not been met as of the date of this Agreement, which will allow the City to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the "hold-the-offering-price rule"). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following: 3 4138-8404-1555.4 (i) the close of the fifth (5th)Business Day after the sale date; or (ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter shall promptly advise the City when the Underwriter has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public, if such sale occurs prior to the close of the fifth (5th) Business Day after the sale date. d. The Underwriter confirms that any selling group agreement and any retail distribution agreement, if applicable, relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such retail distribution agreement, as applicable, to (i) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public as set forth in the related pricing wires, and (ii) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. The City acknowledges that, in making the representation set forth in this subsection,the Underwriter will rely on (i)in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the hold-the-offering- price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and(ii)in the event that a retail distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a parry to such agreement to comply with the hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The City further acknowledges that the Underwriter shall be solely liable for its failure to comply with its agreement regarding the hold-the-offering-price rule, if applicable to the Bonds, and that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a parry to a retail distribution agreement, to comply with its corresponding agreement regarding the hold-the-offering-price rule if applicable to the Bonds. e. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section. Further, for purposes of this Section: (i) "public" means any person other than an underwriter or a related party to an underwriter; (ii) "underwriter"means (A) any person that agrees pursuant to a written contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person 4 4138-8404-1555.4 described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the public); (iii) a purchaser of any of the Bonds is a"related party"to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) at least 50%common ownership of the voting power or the total value of their stock, if both entities are corporations(including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or(iii)more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and (iv) "sale date" means the date of execution of this Agreement by all parties. 5. Limited Offering Memorandum. a. Delivery of Limited Offering Memorandum. The City previously has delivered, or caused to be delivered, to the Underwriter the Preliminary Limited Offering Memorandum for the Bonds dated October 1, 2024 (the "Preliminary Limited Offering Memorandum"), in a "designated electronic format," as defined in the MSRB Rule G-32 ("Rule G-32"). The City will prepare, or cause to be prepared, a final Limited Offering Memorandum relating to the Bonds (as more particularly defined below, the "Limited Offering Memorandum") which will be (i) dated the date of this Agreement, (ii) complete within the meaning of the United States Securities and Exchange Commission's Rule 15c2- 12, as amended ("Rule 15c2-12"), (iii) in a "designated electronic format," and (iv)substantially in the form of the most recent version of the Preliminary Limited Offering Memorandum provided to the Underwriter before the execution hereof, except for the inclusion of the information permitted to be excluded from the Preliminary Limited Offering Memorandum by Section (b)(1) of Rule 15c2-12. The Limited Offering Memorandum, including the cover page thereto, all exhibits, schedules, appendices,maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds are collectively referred to herein as the "Limited Offering Memorandum." Until the Limited Offering Memorandum has been prepared and is available for distribution,the City shall provide to the Underwriter,upon request, sufficient quantities (which may be in electronic format) of the Preliminary Limited Offering Memorandum as the Underwriter reasonably deems necessary to satisfy the obligation of the Underwriter under Rule 15c2-12 with respect to distribution to each potential customer. b. Preliminary Limited Offering Memorandum Deemed Final. The Preliminary Limited Offering Memorandum has been prepared for use by the 5 4138-8404-1555.4 Underwriter in connection with the public offering, sale, and distribution of the Bonds. The City hereby represents and warrants that the Preliminary Limited Offering Memorandum has been deemed "final" by the City as of its date, except for the omission of such information which is dependent upon the final pricing of the Bonds for completion, all as permitted to be excluded by Section (b)(1) of Rule 15c2-12. C. Use of Limited Offering Memorandum in Offering and Sale. The City hereby authorizes the Limited Offering Memorandum and the information therein contained to be used by the Underwriter in connection with the public offering and the sale of the Bonds. The City consents to the use by the Underwriter prior to the date hereof of the Preliminary Limited Offering Memorandum in connection with the public offering of the Bonds. The City shall provide, or cause to be provided, to the Underwriter as soon as practicable after the date of the City's acceptance of this Agreement(but,in any event,not later than the earlier of the Closing Date or seven (7) Business Days after the City's acceptance of this Agreement) copies of the Limited Offering Memorandum which is complete as of the date of its delivery to the Underwriter. The City shall provide the Limited Offering Memorandum, or cause the Limited Offering Memorandum to be provided, (i) in a "designated electronic format" consistent with the requirements of Rule G-32 and (ii) in a printed format in such quantity as the Underwriter shall reasonably request in order for the Underwriter to comply with Section(b)(4)of Rule 15c2-12 and the rules of the MSRB. d. Updating of Limited Offering Memorandum. If, after the date of this Agreement, up to and including the date the Underwriter is no longer required to provide a Limited Offering Memorandum to potential customers who request the same pursuant to Rule 15c2-12 (the earlier of(i)ninety (90)days from the"end of the underwriting period" (as defined in Rule 15c2-12) and(ii)the time when the Limited Offering Memorandum is available to any person from the MSRB,but in no case less than the twenty-fifth(251h) day after the "end of the underwriting period" for the Bonds), the City becomes aware of any fact or event which might or would cause the Limited Offering Memorandum, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Limited Offering Memorandum to comply with law,the City will promptly notify the Underwriter(and for the purposes of this clause provide the Underwriter with such information as it may from time to time reasonably request), and if, in the reasonable judgment of the Underwriter, such fact or event requires preparation and publication of a supplement or amendment to the Limited Offering Memorandum,the City will forthwith prepare and furnish,at no expense to the Underwriter (in a form and manner approved by the Underwriter),either an amendment or a supplement to the Limited Offering Memorandum so that the statements therein as so amended and supplemented will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or so that the Limited Offering Memorandum will comply with law; provided, however, that for all purposes of this Agreement and any certificate delivered by the City in accordance herewith, the City makes no representations with 6 4138-8404-1555.4 respect to the following information (collectively, the "Non-City Disclosures") (i) the descriptions in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum of The Depository Trust Company, New York, New York ("DTC"), or its book-entry-only system, and (ii) the information in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum in any maps therein or under the captions and subcaptions "PLAN OF FINANCE" (except for the information under the subcaption "— The Bonds and the Reimbursement Agreement"), "LIMITATIONS APPLICABLE TO INITIAL PURCHASERS," "BOOK-ENTRY ONLY SYSTEM," "THE IMPROVEMENT AREA 91 IMPROVEMENTS," "THE DEVELOPMENT," "THE DEVELOPER AND THE LANDOWNER," "THE ADMINISTRATOR," "APPRAISAL," `BONDHOLDERS' RISKS" (only as it pertains to the Developer, the Landowner (defined herein), the Improvement Area #1 Improvements, and the Development (defined in the Limited Offering Memorandum)), "LEGAL MATTERS — Litigation —The Developer and the Landowner," "CONTINUING DISCLOSURE—The Developer" and "— The Developer's Compliance with Prior Undertakings," "INFORMATION RELATING TO THE TRUSTEE," "APPENDIX E-2," and "APPENDIX H — Design Guidelines." If such notification shall be subsequent to the Closing (defined herein), the City, at no expense to the Underwriter, shall furnish such legal opinions, certificates, instruments, and other documents as the Underwriter may reasonably deem necessary to evidence the truth and accuracy of such supplement or amendment to the Limited Offering Memorandum. The City shall provide any such amendment or supplement or cause any such amendment or supplement to be provided, (i)in a"designated electronic format" consistent with the requirements of Rule G-32 and (ii)in a printed format in such quantity as the Underwriter shall reasonably request in order for the Underwriter to comply with Section (b)(4) of Rule 15c2-12 and the rules of the MSRB. e. Filing with MSRB. The Underwriter hereby agrees to timely file the Limited Offering Memorandum with the MSRB through its Electronic Municipal Market Access ("EMMA") system within one (1) Business Day after receipt but no later than the Closing Date. Unless otherwise notified in writing by the Underwriter,the City can assume that the"end of the underwriting period"for purposes of Rule 15c2-12 is the Closing Date. f. Limited Offering. The Underwriter hereby represents, warrants, and covenants that the Bonds were initially sold pursuant to a limited offering. The Bonds were sold to not more than thirty-five (35) persons that qualify as "Accredited Investors" (as defined in Rule 501 of Regulation D under the Securities Act) or "Qualified Institutional Buyers" (within the meaning of Rule 144A under the Securities Act). 6. City Representations, Warranties and Covenants. The City represents, warrants, and covenants that: a. Due Organization, Existence and Authority_. The City is a political subdivision of the State of Texas (the"State"), and has, and at the Closing Date will have, full legal right,power, and authority: 7 4138-8404-1555.4 (i) to enter into and perform its duties and obligations under: (1) this Agreement; (2) the Indenture; (3) the Development Agreement Whitecap North Padre Island, between the City and the Developer, effective December 12, 2023 (the "Development Agreement"); (4) the PID Reimbursement Agreement Whitecap Public Improvement District No. 1, effective February 20, 2024,between the City and the Developer(the "PID Reimbursement Agreement"); and (5) the Continuing Disclosure Agreement of Issuer with respect to the Bonds, dated as of October 1, 2024 (the "Continuing Disclosure Agreement of Issuer"),executed and delivered by the City,P3Works,LLC, as Administrator, and BOKF, NA, as Dissemination Agent (the "Dissemination Agent"). (ii) to issue, sell, and deliver the Bonds to the Underwriter as provided herein; and (iii) to carry out and consummate the transactions on its part described in (1) the Authorizing Documents, (2) this Agreement, (3) the Development Agreement, (4) the PID Reimbursement Agreement, (5) the Continuing Disclosure Agreement of Issuer, (6) the Limited Offering Memorandum and (7) any other documents and certificates described in any of the foregoing (the documents described by subclauses (1) through (7) being referred to collectively herein as the "City Documents")- b. Due Authorization and Approval of City. By all necessary official action of the City, the City has duly authorized and approved the adoption or execution and delivery by the City of, and the performance by the City of the obligations on its part contained in, the City Documents and, as of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified, or rescinded, except as may have been approved by the Underwriter. When validly executed and delivered by the other parties thereto, the City Documents will constitute the legally valid and binding obligations of the City enforceable upon the City in accordance with their respective terms, except insofar as enforcement may be limited by principles of sovereign immunity, bankruptcy, insolvency, reorganization, moratorium, or similar laws or equitable principles relating to or affecting creditors' rights generally. The City has complied, and will at the Closing be in compliance, in all material respects, with the obligations on its part to be performed on or prior to the Closing Date under the City Documents. C. Due Authorization for Issuance of the Bonds. The City has duly authorized the issuance and sale of the Bonds pursuant to the Bond Ordinance, the 8 4138-8404-1555.4 Indenture, and the PID Act. The City has, and at the Closing will have, full legal right, power and authority (i) to enter into, execute, deliver, and perform its obligations under this Agreement and the other City Documents, (ii) to issue, sell and deliver the Bonds to the Underwriter pursuant to the Indenture, the Bond Ordinance, the PID Act, and as provided herein, and (iii) to carry out, give effect to and consummate the transactions on the part of the City described by the Bond Ordinance and the other City Documents. d. No Breach or Default. As of the time of acceptance hereof, and to the best of its knowledge,the City is not, and as of the Closing Date the City will not be,in breach of or default in any material respect under any applicable constitutional provision, law, or administrative rule or regulation of the State or the United States, or any applicable judgment or decree or any trust agreement, loan agreement, bond, note, resolution, ordinance, agreement, or other instrument related to the Bonds and to which the City is a parry or is otherwise subject, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument which breach, default, or event could have a material adverse effect on the City's ability to perform its obligations under the Bonds or the City Documents; and, as of such times, the authorization, execution, and delivery of the Bonds and the City Documents and compliance by the City with the obligations on its part to be performed in each of such agreements or instruments does not and will not conflict with or constitute a breach of or default under any applicable constitutional provision, law, or any administrative rule or regulation of the State or the United States, or any applicable judgment, decree, license, permit,trust agreement, loan agreement,bond, note,resolution, ordinance, agreement, or other instrument to which the City (or any of its officers in their respective capacities as such)is subject, or by which it or any of its properties are bound, nor will any such authorization, execution, delivery, or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of its assets or properties or under the terms of any such law, regulation or instrument, except as may be permitted by the City Documents. e. No Litigation. At the time of acceptance hereof there is no action, suit, proceeding,inquiry or investigation,at law or in equity,before or by any court,government agency, public board or body (collectively and individually, an "Action")pending against the City with respect to which the City has been served with process,nor to the knowledge of the City is any Action threatened against the City, in which any such Action (i) in any way questions the existence of the City or the rights of the members of the City Council to hold their respective positions, (ii) in any way questions the formation or existence of the District,(iii)affects,contests or seeks to prohibit,restrain or enjoin the issuance or delivery of any of the Bonds, or the payment or collection of any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way contests or affects the validity of the City Documents or the consummation of the transactions on the part of the City described therein, or contests the exclusion of the interest on the Bonds from federal income taxation, or (iv) which may result in any material adverse change in the financial condition of the City; and, as of the time of acceptance hereof, to the City's knowledge, there is no basis for any action, suit, 9 4138-8404-1555.4 proceeding, inquiry, or investigation of the nature described in clauses (i)through (iv) of this sentence. f. Bonds Issued Pursuant to Indenture. The City represents that the Bonds, when issued, executed, and delivered in accordance with the Indenture and sold to the Underwriter as provided herein, will be validly issued and outstanding obligations of the City subject to the terms of the Indenture, entitled to the benefits of the Indenture and the security of a first lien on and pledge of the Trust Estate, all to the extent provided for in the Indenture. The Indenture creates a valid first lien on and pledge of the Trust Estate, consisting of certain revenues and the monies in certain funds and accounts established pursuant to the Indenture to the extent provided for in the Indenture, including the investments thereof, subject in all cases to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein. g. Improvement Area #1 Assessments. The Improvement Area 91 Assessments constituting the security for the Bonds have been levied by the City in accordance with the PID Act on those parcels of land identified in the Improvement Area #1 Assessment Roll. According to the PID Act, such Improvement Area#1 Assessments constitute a valid and legally binding first and prior lien against the Improvement Area#1 Assessed Property, superior to all other liens and claims, except liens or claims for state, county, school district, or municipal ad valorem taxes. h. Consents and Approvals. All authorizations, approvals, licenses, permits, consents, elections, and orders of or filings with any governmental authority, legislative body, board, agency, or commission having jurisdiction in the matters which are required by the Closing Date for the due authorization of, which would constitute a condition precedent to or the absence of which would adversely affect the due performance by the City of, its obligations in connection with the City Documents have been duly obtained or made and are in full force and effect, except the approval of the Bonds by the Attorney General of the State, registration of the Bonds by the Comptroller of Public Accounts of the State, and the approvals, consents and orders as may be required under Blue Sky or securities laws of any jurisdiction. i. Public Debt. Prior to the Closing,the City will not offer or issue any bonds, notes or other obligations for borrowed money or incur any material liabilities, direct or contingent, payable from or secured by a lien on and pledge of the Trust Estate which secures the Bonds without the prior approval of the Underwriter. j. Preliminary Limited Offering Memorandum. The information contained in the Preliminary Limited Offering Memorandum is true and correct in all material respects, and such information does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the City makes no representations with respect to the Non-City Disclosures. 10 4138-8404-1555.4 k. Limited Offering Memorandum. At the time of the City's acceptance hereof and (unless the Limited Offering Memorandum is amended or supplemented pursuant to paragraph (d) of Section 5 of this Agreement) at all times subsequent thereto during the period up to and including the twenty-fifth (25th) day subsequent to the "end of the underwriting period,"the information contained in the Limited Offering Memorandum does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the City makes no representations with respect to the Non-City Disclosures; and further provided,however,that if the City notifies the Underwriter of any fact or event as required by Section 5(d)hereof, and the Underwriter determines that such fact or event does not require preparation and publication of a supplement or amendment to the Limited Offering Memorandum, then the Limited Offering Memorandum in its then-current form shall be conclusively deemed to be complete and correct in all material respects. 1. Supplements or Amendments to Limited Offering Memorandum. If the Limited Offering Memorandum is supplemented or amended pursuant to paragraph (d) of Section 5 of this Agreement, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto during the period up to and including the twenty-fifth (25th) day subsequent to the"end of the underwriting period,"the Limited Offering Memorandum as so supplemented or amended will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided,however,that if the City notifies the Underwriter of any fact or event as required by Section 5(d) hereof, and the Underwriter determines that such fact or event does not require preparation and publication of a supplement or amendment to the Limited Offering Memorandum, then the Limited Offering Memorandum in its then- current form shall be conclusively deemed to be complete and correct in all material respects. In. Compliance with Rule 15c2-12. During the past five (5)years,the City has complied in all material respects with its previous continuing disclosure undertakings made by it in accordance with Rule 15c2-12, except as described in the Limited Offering Memorandum. n. Use of Bond Proceeds. The City will apply, or cause to be applied, the proceeds from the sale of the Bonds as provided in and subject to all of the terms and provisions of the Indenture and will not take or omit to take any action which action or omission will adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds. o. Blue Sky and Securities Laws and Regulations. The City will furnish such information and execute such instruments and take such action in cooperation with the Underwriter as the Underwriter may reasonably request, at no expense to the City, (i)to (y) qualify the Bonds for offer and sale under the Blue Sky or other securities laws and 11 4138-8404-1555.4 regulations of such states and other jurisdictions in the United States as the Underwriter may designate and(z) determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions and (ii) to continue such qualifications in effect so long as required for the initial distribution of the Bonds by the Underwriter (provided, however,that the City will not be required to qualify as a foreign corporation or to file any general or special consents to service of process under the laws of any jurisdiction) and will advise the Underwriter immediately of receipt by the City of any notification with respect to the suspension of the qualification of the Bonds for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose. p. Certificates of the City. Any certificate signed by any official of the City authorized to do so in connection with the transactions described in this Agreement shall be deemed a representation and/or warranty, as applicable in the legal context,by the City to the Underwriter as to the statements made therein and can be relied upon by the Underwriter as to the statements made therein. q. Intentional Actions Regarding Representations and Warranties. The City covenants that between the date hereof and the Closing it will not intentionally take actions which will cause the representations and warranties made in this Section to be untrue as of the Closing. r. Financial Advisor. The City has engaged Specialized Public Finance Inc. as its financial advisor (the "Financial Advisor") in connection with its offering and issuance of the Bonds. By delivering the Limited Offering Memorandum to the Underwriter, the City shall be deemed to have reaffirmed, with respect to the Limited Offering Memorandum, the representations, warranties, and covenants set forth above. 7. Developer's Letter of Representations,Landowner's Letter of Representations,and Closing Certificates. At the signing of this Agreement, the City and Underwriter shall receive from the Developer an executed Developer's Letter of Representations (the "Developer's Letter of Representations")in the form of Appendix A-1 hereto, and from the Landowner a Landowner's Letter of Representations (the"Landowner's Letter of Representations") in the form of Appendix A-2 hereto, and at the Closing, a certificate signed by the Developer as described in Section 10(e) hereof and set forth in Appendix E-1 hereto(the"Developer Closing Certificate"), and a certificate signed by the Landowner described in Section 10(e) hereof and set forth in Appendix E-2 hereto (the "Landowner Closing Certificate"). 8. The Closing. At 10:00 a.m., Central time, on the Closing Date, or at such other time or on such earlier or later Business Day as shall have been mutually agreed upon by the City and the Underwriter, (i) the City will deliver or cause to be delivered to DTC through its "FAST" System, the Bonds in the form of one fully registered Bond for each maturity, registered in the name of Cede & Co., as nominee for DTC, duly executed by the City and authenticated by the Trustee as provided in the Indenture, and (ii) the City will deliver the closing documents hereinafter mentioned to Norton Rose Fulbright US LLP ("Bond Counsel"), or a place to be mutually agreed upon by the City and the Underwriter. Settlement will be through the facilities 12 4138-8404-1555.4 of DTC. The Underwriter will accept delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof by wire transfer in federal funds payable to the order of the City or its designee. These payments and deliveries, together with the delivery of the aforementioned documents, are herein called the"Closing." The Bonds will be made available to the Underwriter or Underwriter's Counsel(as defined herein)for inspection not less than twenty-four(24)hours prior to the Closing. 9. Underwriter's Closing Conditions. The Underwriter has entered into this Agreement in reliance upon the representations and covenants herein, in the Developer's Letter of Representations, and the Landowner's Letter of Representations, and the performance by the City of its obligations under this Agreement, both as of the date hereof and as of the Closing Date. Accordingly, the Underwriter's obligations under this Agreement to purchase, accept delivery of, and pay for the Bonds shall be conditioned upon the performance by the City of its obligations to be performed hereunder at or prior to Closing and shall also be subject to the following additional conditions: a. Bring-Down Representations of the City. The representations and covenants of the City contained in this Agreement shall be true and correct in all material respects as of the date hereof and at the time of the Closing, as if made on the Closing Date. b. Executed Agreements and Performance Thereunder. At the time of the Closing: (i) the City Documents shall be in full force and effect, and shall not have been amended, modified, or supplemented except with the written consent of the Underwriter; (ii) the Authorizing Documents shall be in full force and effect; (iii) there shall be in full force and effect such other ordinances, resolutions, or actions of the City as, in the opinion of Bond Counsel and Underwriter's Counsel, shall be necessary on or prior to the Closing Date in connection with the transactions on the part of the City described in this Agreement and the City Documents; (iv) there shall be in full force and effect such other resolutions or actions of the Developer as, in the opinion of The Watson Firm and Shupe Ventura, PLLC (together, "Developer's Counsel"), shall be necessary on or prior to the Closing Date in connection with the transactions on the part of the Developer described in the Developer's Letter of Representations, the Development Agreement, the PID Reimbursement Agreement, the Development and Management Agreement, dated December 6,2021, executed and delivered by the Developer and the Landowner(the "Development and Management Agreement"),the Flow of Funds Agreement, dated as of September 19, 2024, executed and delivered by the Developer and the Landowner (the "Flow of Funds Agreement"), and the Continuing Disclosure Agreement of Developer with respect 13 4138-8404-1555.4 to the Bonds, dated as of October 1, 2024, executed and delivered by the Developer, the Administrator, and the Dissemination Agent (the "Continuing Disclosure Agreement of Developer" and, together with the Developer's Letter of Representations,the Development Agreement,the PID Reimbursement Agreement, the Development and Management Agreement, and the Flow of Funds Agreement, the "Developer Documents"); and (v) there shall be in full force and effect such other resolutions or actions of the Landowner as, in the opinion of Dykema Gossett PLLC ("Landowner's Counsel"), shall be necessary on or prior to the Closing Date in connection with the transactions on the part of the Landowner described in the Landowner's Letter of Representations, the Development and Management Agreement,the Flow of Funds Agreement, and the Landowner Consent Certificate executed by the Landowner as of October 15, 2024 (the "Landowner Consent Certificate") and, together with the Landowner's Letter of Representations, the Development and Management Agreement, the Flow of Funds Agreement,the "Landowner Documents"); and (vi) the City shall perform or have performed its obligations required or specified in the City Documents to be performed at or prior to Closing. C. No Default. At the time of the Closing,no default shall have occurred or be existing and no circumstances or occurrences that, with the passage of time or giving of notice, shall constitute an event of default under this Agreement, the Indenture, the City Documents, the Developer Documents, or other documents relating to the financing and construction of the Improvement Area 41 Improvements and the Development(as defined in the Limited Offering Memorandum), and the Landowner shall not be in default in the payment of principal or interest on any of its indebtedness which default shall materially adversely impact the ability of the Landowner to pay the Improvement Area 91 Assessments when due or the Developer to complete the Improvement Area 41 Improvements. d. Closing Documents. At or prior to the Closing,the Underwriter shall have received each of the documents required under Section 10 below. e. Termination Events. The Underwriter shall have the right to cancel its obligation to purchase the Bonds and to terminate this Agreement without liability therefor by written notification to the City if, between the date of this Agreement and the Closing, in the Underwriter's sole and reasonable judgment, any of the following shall have occurred: (i) the market price or marketability of the Bonds, or the ability of the Underwriter to enforce contracts for the sale of the Bonds, shall be materially adversely affected by the occurrence of any of the following: (1) legislation shall have been introduced in or enacted by the Congress of the United States or adopted by either chamber thereof, or 14 4138-8404-1555.4 legislation pending in the Congress of the United States shall have been amended, or legislation shall have been recommended to the Congress of the United States or otherwise endorsed for passage(by press release,other form of notice, or otherwise) by the President of the United States, the Treasury Department of the United States, or the Internal Revenue Service or legislation shall have been proposed for consideration by either the U.S. Senate Committee on Finance or the U.S. House of Representatives Committee on Ways and Means or legislation shall have been favorably reported for passage to either chamber of the Congress of the United States by a Committee of such chamber to which such legislation has been referred for consideration, or a decision by a court of the United States or the Tax Court of the United States shall be rendered or a ruling,regulation, or official statement(Final, temporary, or proposed)by or on behalf of the Treasury Department of the United States, the Internal Revenue Service, or other federal agency shall be made, which would result in federal taxation of revenues or other income of the general character expected to be derived by the City or upon interest on securities of the general character of the Bonds or which would have the effect of changing, directly or indirectly, the federal income tax consequences of receipt of interest on securities of the general character of the Bonds in the hands of the holders thereof, and which in either case, makes it, in the reasonable judgment of the Underwriter, impracticable or inadvisable to proceed with the offer, sale, or delivery of the Bonds on the terms and in the manner described in the Limited Offering Memorandum; or (2) legislation shall be enacted by the Congress of the United States, or a decision by a court of the United States shall be rendered, or a stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, including all underlying obligations, as described herein or by the Limited Offering Memorandum, is in violation or would be in violation of, or that obligations of the general character of the Bonds, or the Bonds, are not exempt from registration under, any provision of the federal securities laws, including the Securities Act, or that the Indenture needs to be qualified under the Trust Indenture Act of 1939, as amended and as then in effect(the"Trust Indenture Act"); or (3) a general suspension of trading in securities on the New York Stock Exchange, the establishment of minimum prices on such exchange, the establishment of material restrictions (not in force as of the date hereof) upon trading securities generally by any governmental authority or any national securities exchange, a general banking moratorium declared by federal, State of New York, or State officials 15 4138-8404-1555.4 authorized to do so; provided, however that such suspension in trading or any disruption in securities settlement, payment, or clearance services is not in force on the date hereof, or (4) there shall have occurred (whether or not foreseeable) (i) any outbreak of hostilities (including, without limitation, an act of terrorism) including, but not limited to, an escalation of hostilities that existed prior to the date hereof, (ii) national or international calamity or crisis,including,but not limited to,an escalation in the scope or magnitude of any pandemic or natural disaster, or (iii) material financial crisis or adverse change in the financial or economic conditions affecting the United States government or the securities markets in the United States; or (5) there shall have occurred since the date of this Agreement any materially adverse change in the affairs or financial condition of the City, except as disclosed or described in the Limited Offering Memorandum; or (6) any state blue sky or securities commission or other governmental agency or body in any state in which more than ten percent (10%) of the Bonds have been offered and sold shall have withheld registration, exemption, or clearance of the offering of the Bonds as described herein, or issued a stop order or similar ruling relating thereto; or (7) any amendment to the federal or State Constitution or action by any federal or state court, legislative body, regulatory body, or other authority materially adversely affecting the tax status of the City, its property, income, securities (or interest thereon), or the validity or enforceability of the Improvement Area 41 Assessments and the liens created thereby, such Improvement Area 91 Assessments being the primary asset of the Trust Estate pledged to pay principal of and interest on the Bonds; or (ii) the New York Stock Exchange or other national securities exchange or any governmental authority shall impose, as to the Bonds or as to obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, the Underwriter; or (iii) any event occurring, or information becoming known which, in the reasonable judgment of the Underwriter, makes untrue in any material respect any statement or information contained in the Limited Offering Memorandum, or has the effect that the Limited Offering Memorandum contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under 16 4138-8404-1555.4 which they were made, not misleading, which change shall occur subsequent to the date of this Agreement and shall not be due to the malfeasance, misfeasance or nonfeasance of the Underwriter; or (iv) any fact or event shall exist or have existed that, in the Underwriter's reasonable judgment, requires or has required an amendment of or supplement to the Limited Offering Memorandum; or (v) a general banking moratorium shall have been declared by federal or State authorities having jurisdiction and shall be in force; or (vi) a material disruption in securities settlement, payment or clearance services shall have occurred; or (vii) a decision by a court of the United States shall be rendered, or a stop order, release, regulation or no-action letter by or on behalf of the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall have been issued or made,to the effect that the issuance, offering or sale of the Bonds, including the underlying obligations as described in this Agreement or in the Limited Offering Memorandum, or any document relating to the issuance, offering or sale of the Bonds, is or would be in violation of any provision of the federal securities laws on the Closing Date,including the Securities Act, the Securities Exchange Act of 1934 and the Trust Indenture Act; or (viii) the purchase of and payment for the Bonds by the Underwriter, or the resale of the Bonds by the Underwriter, on the terms and conditions herein provided shall be prohibited by any applicable law, governmental authority, board, agency, or commission,which prohibition shall occur subsequent to the date hereof and shall not be due to the malfeasance, misfeasance, or nonfeasance of the Underwriter. With respect to the conditions described in subparagraphs (ii), (vii) and (viii) above, the Underwriter is not aware of any current, pending, or proposed law or government inquiry or investigation as of the date of execution of this Agreement which would permit the Underwriter to invoke its termination rights hereunder. 10. Closing Documents. At or prior to the Closing,the Underwriter(or Underwriter's Counsel on behalf of the Underwriter) shall receive the following documents: a. Bond Opinion. The approving opinion of Bond Counsel, dated the Closing Date and substantially in the form included as Appendix D to the Limited Offering Memorandum, together with a reliance letter from Bond Counsel, dated the Closing Date and addressed to the Underwriter, which may be included in the supplemental opinion required by Section 10(b) hereof, to the effect that the foregoing opinion may be relied upon by the Underwriter to the same extent as if such opinion were addressed to it. 17 4138-8404-1555.4 b. Supplemental Opinion. A supplemental opinion of Bond Counsel dated the Closing Date and addressed to the City and the Underwriter, in form and substance acceptable to Underwriter's Counsel, to the following effect: (i) Except to the extent noted therein,Bond Counsel has not verified and is not passing upon, and does not assume any responsibility for, the accuracy, completeness, or fairness of the statements and information contained in the Preliminary Limited Offering Memorandum and in the Limited Offering Memorandum, but that such firm has reviewed the statements and information appearing in the Preliminary Limited Offering Memorandum and in the Limited Offering Memorandum under the captions and subcaptions "PLAN OF FINANCE — The Bonds and the Reimbursement Agreement," "DESCRIPTION OF THE BONDS," "SECURITY FOR THE BONDS SIMILARLY SECURED," "ASSESSMENT PROCEDURES" (except for the subcaptions "Assessment Methodology" and "Assessment Amounts"), "THE DISTRICT," "TAX MATTERS," "LEGAL MATTERS — Legal Proceedings" (first paragraph only), "LEGAL MATTERS — Legal Opinions" (except for the last paragraph thereof), "CONTINUING DISCLOSURE — The City," "REGISTRATION AND QUALIFICATION OF BONDS FOR SALE," "LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS,"and"APPENDIX B— Form of Indenture" and Bond Counsel is of the opinion that the information relating to the Bonds,the Bond Ordinance,the Assessment Ordinance, and the Indenture and legal issues contained under such captions and subcaptions and appendix is an accurate and fair description of the laws and legal issues addressed therein and,with respect to the Bonds, such information conforms to the Bond Ordinance, the Assessment Ordinance, and the Indenture; (ii) The Bonds are not subject to the registration requirements of the Securities Act, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act; (iii) The City has or at the time of the adoption thereof had full power and authority to adopt the Creation Resolution, the Assessment Ordinance (including approving the Service and Assessment Plan) and the Bond Ordinance (collectively, the foregoing documents are referred to herein as the "City Actions") and perform its obligations thereunder and the City Actions have been duly adopted, are in full force and effect, and have not been modified, amended, or rescinded; and (iv) The Indenture, the Development Agreement, the PID Reimbursement Agreement, the Continuing Disclosure Agreement of Issuer, and this Agreement have been duly authorized, executed and delivered by the City and, assuming the due authorization, execution and delivery of such instruments, documents, and agreements by the other parties thereto, constitute the legal, valid, and binding agreements of the City, enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, or other laws affecting enforcement of creditors' rights, or by the 18 4138-8404-1555.4 application of equitable principles if equitable remedies are sought, and to the application of State law relating to governmental immunity applicable to governmental entities. C. City Legal Opinion. An opinion of Miles Risley, City Attorney ("Attorney for the City"), dated the Closing Date and addressed to the Underwriter, the City, Bond Counsel, and the Trustee, with respect to matters relating to the City, substantially in the form of Appendix C hereto or in form otherwise agreed upon by the Underwriter. d. Opinions of Developer's Counsel and Landowner's Counsel. Opinions of Developer's Counsel and Landowner's Counsel, substantially in the forms of Appendix D- 1, Appendix D-2, and Appendix D-3 hereto, dated the Closing Date, addressed to the City, Bond Counsel, the Attorney for the City, the Underwriter, and the Trustee; or in form otherwise agreed upon by the City and the Underwriter. e. Developer Closing Certificate and Landowner Closing Certificate. The Developer Closing Certificate dated as of the Closing Date,signed by an authorized officer of the Developer in substantially the form of Appendix E-1 hereto, and the Landowner Closing Certificate dated as of the Closing Date, signed by an authorized officer of the Landowner in substantially the form of Appendix E-2 hereto. f. City Closing Certificate. A certificate of the City, dated the Closing Date, signed by an appropriate City Representative, to the effect that: (i) the representations and warranties of the City contained herein and in the City Documents are true and correct in all material respects on and as of the Closing Date as if made on the date thereof, (ii) the Authorizing Documents and all other City Documents are in full force and effect and have not been amended, modified, or supplemented; (iii) except as disclosed in the Limited Offering Memorandum, no litigation or proceeding against the City is pending or, to the best of the knowledge of such person, threatened in any court or administrative body nor is there a basis for litigation which would (a) contest the right of the members or officials of the City to hold and exercise their respective positions, (b) contest the due organization and valid existence of the City or the establishment of the District, (c) contest the validity, due authorization and execution of the Bonds or the City Documents, or(d) attempt to limit, enjoin or otherwise restrict or prevent the City from levying and collecting the Improvement Area #1 Assessments pledged to pay the principal of and interest on the Bonds, or the pledge thereof, and (iv) the City has, to the best of such person's knowledge, complied with all agreements and covenants and satisfied all conditions set forth in the City Documents, on its part to be complied with or satisfied hereunder at or prior to the Closing. 19 4138-8404-1555.4 g. Trustee's Counsel Opinion. An opinion of counsel to the Trustee, dated the Closing Date and addressed to the Underwriter, the City, and Bond Counsel, in form and substance acceptable to Underwriter's Counsel, the City, and Bond Counsel, to the following effect: (i) The Trustee is duly organized,validly existing, and in good standing as a national banking association organized under the laws of the United States of America, and is duly qualified to serve as Trustee in accordance with the qualifications set forth for the Trustee in the Indenture; (ii) The Trustee has full right, power, and authority to enter into the Indenture, to perform its obligations under, and to carry out and consummate all of the transactions involving the Trustee contemplated by, the Indenture; and (iii) The Indenture has been duly authorized, executed, and delivered by the Trustee and is valid and enforceable against the Trustee in accordance with its terms. h. Trustee's Certificate. A customary authorization and incumbency certificate dated prior to the Closing Date, signed by authorized officers of the Trustee in form and substance acceptable to the Underwriter, Underwriter's Counsel, and Bond Counsel. i. Underwriter Counsel's Opinion. An opinion, dated the Closing Date and addressed to the Underwriter, of Orrick, Herrington & Sutcliffe LLP ("Underwriter's Counsel"), to the effect that: (i) The Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended; (ii) The Continuing Disclosure Agreement of the Issuer, together with Section 10(o)hereof and Section 4 of the Bond Ordinance,satisfies the requirements contained in Rule 15c2-12(b)(5) of the United States Securities and Exchange Commission for an undertaking by the City for the benefit of the holders of the Bonds to provide the information at the times and in the manner required by said Rule;provided that, for purposes of this opinion, such counsel is not expressing any view regarding the content of the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum that is not expressly stated in numbered paragraph (iii), below; and (iii) Such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness, or fairness of any of the statements contained in the Preliminary Limited Offering Memorandum or in the Limited Offering Memorandum and make no representation that it has independently verified the accuracy, completeness, or fairness of any such statements. In its capacity as counsel to the Underwriter, to assist the Underwriter in part of its responsibility with respect to the Preliminary Limited Offering Memorandum and 20 4138-8404-1555.4 the Limited Offering Memorandum, such counsel has participated in conferences with representatives of the Underwriter,representatives of the City, and its counsel, Norton Rose Fulbright US LLP, as bond counsel, Specialized Public Finance Inc., as Financial Advisor, the Administrator, the Developer, Developer's Counsel, the Landowner, Landowner's Counsel, and the Developer's engineer and consultants, and others, during which the contents of the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum and related matters were discussed. Based on such counsel's participation in the above-mentioned conferences(which,with respect to the Preliminary Limited Offering Memorandum, did not extend beyond the date of this Agreement), and in reliance thereon, on oral and written statements and representations of the City, the Developer, the Landowner, and others, and on the records, documents, certificates, opinions, and matters herein mentioned, such counsel advises the Underwriter as a matter of fact and not opinion that, during the course of such counsel's representation of the Underwriter on this matter, (a)no facts had come to the attention of the attorneys in such counsel's firm rendering legal services to the Underwriter in connection with the Preliminary Limited Offering Memorandum which caused such counsel to believe, as of the date of the Preliminary Limited Offering Memorandum and as of the date of this Agreement, based on the documents, drafts, and facts in existence and reviewed as of those dates,that the Preliminary Limited Offering Memorandum contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except any information marked as preliminary or subject to change, any information permitted to be omitted by Securities and Exchange Commission("SEC")Rule 15c2-12 or otherwise left blank and any other differences with the information in the Limited Offering Memorandum), and (b) no facts had come to the attention of the attorneys in such counsel's firm rendering legal service to the Underwriter in connection with the Limited Offering Memorandum which caused such counsel to believe that the Limited Offering Memorandum contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;provided that such counsel expressly excludes from the scope of this paragraph and expresses no view or opinion with respect to both the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum about any CUSIP numbers, financial, accounting, statistical, economic, engineering or demographic data or forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions or expressions of opinion, any information about verification, feasibility, valuation, appraisals, absorption, real estate or environmental matters, relationship among the parties, Appendices, or any information about book-entry,DTC, Cede& Co.,tax matters included or referred to therein or omitted therefrom. No responsibility is undertaken or view expressed with respect to any other disclosure document, materials, or activity, or as to any information from another document or source referred to by or incorporated by reference in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum. 21 4138-8404-1555.4 j. Limited Offering Memorandum. The Limited Offering Memorandum and each supplement or amendment, if any, thereto. k. Delivery of City Documents, Developer Documents, and Landowner Documents. The City Documents, the Developer Documents, and the Landowner Documents shall have been executed and delivered in form and content satisfactory to the Underwriter. 1. Form 8038-G. Evidence that the federal tax information form 8038-G has been prepared by Bond Counsel for filing. In. Federal Tax Certificate. A certificate of the City in form and substance satisfactory to Bond Counsel and Underwriter's Counsel setting forth the facts, estimates, and circumstances in existence on the Closing Date,which establish that it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be "arbitrage bonds"within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"), and any applicable regulations (whether final, temporary or proposed), issued pursuant to the Code. n. Attorney General Opinion and Comptroller Registration. The approving opinion of the Attorney General of the State regarding the Bonds and the Comptroller of the State's Certificate of Registration for the Initial Bond. o. Continuing Disclosure Agreements. The Continuing Disclosure Agreement of Issuer and the Continuing Disclosure Agreement of Developer shall have been executed by the parties thereto in substantially the forms attached to the Limited Offering Memorandum as Appendix E-1 and Appendix E-2. p. Letter of Representation of the Appraiser. (i)Letter of Representation of the Appraiser, substantially in the form of Appendix F hereto, addressed to the City, Bond Counsel, the Underwriter, and the Trustee, or in form otherwise agreed upon by the Underwriter, and(ii)a copy of the real estate appraisal of the property within Improvement Area 41 of the District dated August 20, 2024. q. Letter of Representation of Administrator. Letter of Representation of Administrator, substantially in the form of Appendix G hereto, addressed to the City,Bond Counsel, the Underwriter, and the Trustee, or in form otherwise agreed upon by the Underwriter. r. Evidence of Filing of Creation Resolution,Assessment Ordinance,Updated Service and Assessment Plan, and Landowner Consent Certificate. Evidence that the Creation Resolution, including the legal description of the property within the District,the Assessment Ordinance (including the original Service and Assessment Plan with the original Improvement Area 41 Assessment Roll), the Service and Assessment Plan as updated in connection with the issuance of the Bonds (including the updated Improvement Area #1 Assessment Roll), and the Landowner Consent Certificate have been filed of record in the real property records of Nueces County, Texas. 22 4138-8404-1555.4 S. Reserved. t. Reserved. U. Rule 15c2-12 Certification. A resolution, an ordinance (including the Bond Ordinance), or a certificate of the City whereby the City has deemed the Preliminary Limited Offering Memorandum final as of its date, except for permitted omissions, as contemplated by Section (b)(1) of Rule 15c2-12 in connection with the offering of the Bonds,which action may be based on the approval of the release of the Preliminary Limited Offering Memorandum by an authorized City official (if such official has been duly authorized to take such action by the City Council), or certification, if made in the form of a certificate, may be included in the City Certificate required by Section 10(f) hereof. V. Dissemination Agent. Evidence acceptable to the Underwriter in its sole discretion that the City and the Developer have engaged a dissemination agent acceptable to the Underwriter for the Bonds, with the execution of the Continuing Disclosure Agreement of Issuer and the Continuing Disclosure Agreement of Developer by other parties thereto being conclusive evidence of such acceptance by the Underwriter. W. Reserved. X. Additional Documents. Such additional legal opinions, certificates, instruments, and other documents as the Underwriter or Underwriter's Counsel may reasonably deem necessary. 11. City's Closing Conditions. The obligation of the City hereunder to deliver the Bonds shall be subject to receipt on or before the Closing Date of the purchase price set forth in Section 1 hereof,the Attorney General Opinion,the opinion of Bond Counsel described in Section 10(a)hereof, and all documents required to be delivered by the Developer and the Landowner. 12. Consequences of Termination. If the City shall be unable to satisfy the conditions contained in this Agreement, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Agreement, this Agreement shall terminate and the Underwriter and the City shall have no further obligation hereunder, except as further set forth in Sections 13, 14, 16, and 22 hereof. 13. Term of Agreement. Except for surviving representations, warranties, and indemnities of the parties to this Agreement,the term of this Agreement terminates upon the "end of the underwriting period" (as defined in Rule 15c2-12) or, if earlier, exercise of a termination right(which may not be based on an existing or incipient breach of a verification). 14. Costs and Expenses. a. The Underwriter shall be under no obligation to pay, and the City shall cause to be paid from proceeds of the Bonds the following expenses incident to the issuance of the Bonds and performance of the City's obligations hereunder: (i)the costs 23 4138-8404-1555.4 of the preparation and printing of the Bonds; (ii) the cost of preparation, printing, and mailing of the Preliminary Limited Offering Memorandum, the final Limited Offering Memorandum and any supplements and amendments thereto; (iii) the fees and disbursements of the City's legal counsel and Financial Advisor, the Trustee's counsel, Bond Counsel,Developer's Counsel,Landowner's Counsel,and the Trustee relating to the issuance of the Bonds; (iv) the Attorney General's review fees; (v) the fees and disbursements of accountants, advisers, and any other experts or consultants retained by the City or for the benefit of the City,including but not limited to the fees and expenses of the Appraiser and the Administrator; and(vi)the expenses incurred by or on behalf of City employees and representatives that are incidental to the issuance of the Bonds and the performance by the City of its obligations under this Agreement. b. The Underwriter shall pay the following expenses: (i) all advertising expenses in connection with the limited offering of the Bonds; (ii) fees of Underwriter's Counsel; and (iii) all other expenses, including CUSIP fees (including out-of-pocket expenses and related regulatory expenses), incurred by it in connection with its public offering and distribution of the Bonds, except as noted in subsection 13(a) above. C. The City acknowledges that the Underwriter will pay from the Underwriter's expense allocation of the underwriting discount the applicable per bond assessment charged by the Municipal Advisory Council of Texas, a nonprofit corporation whose purpose is to collect,maintain, and distribute information relating to issuing entities of municipal securities. 15. Notice. Any notice or other communication to be given to the City under this Agreement may be given by delivering the same in writing to: City of Corpus Christi, Texas, 1201 Leopard Street, Corpus Christi, Texas 78401, Attention: City Manager. Any notice or other communication to be given to the Underwriter under this Agreement may be given by delivering the same in writing to: FMSbonds, Inc., 5 Cowboys Way, Suite 300-25, Frisco, Texas 75034, Attention: Tripp Davenport,Director. 16. Parties in Interest, Survival of City Representations. This Agreement is made solely for the benefit of the City and the Underwriter (including their respective successors and assigns), and no other person shall acquire or have any right hereunder or by virtue hereof. All of the City's representations, warranties, and covenants contained in this Agreement shall remain operative and in full force and effect and survive delivery of and payment for the Bonds and any termination, regardless of any investigations made by or on behalf of the Underwriter. 17. Survival of Representations and Warranties of Third Parties. All representations and warranties of the parties, other than the City and the Underwriter, made in, pursuant to, or in connection with this Agreement shall survive the execution and delivery of this Agreement, notwithstanding any investigation by the parties. All statements contained in any certificate, instrument, or other writing delivered by a party to this Agreement or in connection with the transactions described in or by this Agreement constitute representations and warranties by such party under this Agreement to the extent such statement is set forth as a representation and warranty in the instrument in question. 24 4138-8404-1555.4 18. Severability. In case any one or more of the provisions contained herein shall for any reason be held to be invalid,illegal, or unenforceable in any respect, such invalidity,illegality, or unenforceability shall not affect any other provision hereof. 19. State Law and Venue Governs. The validity, interpretation, and performance of this Agreement shall be governed by the laws of the State and venue shall lie in Nueces County, Texas. 20. No Assi ng ment. The rights and obligations created by this Agreement shall not be subject to assignment by the Underwriter or the City without the prior written consent of the other party hereto. 21. No Personal Liability. None of the members of the City Council, nor any officer, representative, agent, or employee of the City,shall be charged personally by the Underwriter with any liability, or be held liable to the Underwriter under any term or provision of this Agreement, or because of execution or attempted execution, or because of any breach or attempted or alleged breach of this Agreement. 22. Statutory Verifications. The Underwriter makes the following representation and covenants pursuant to Chapters 2252, 2271, 2274, and 2276, Texas Government Code, as heretofore amended (the "Government Code"), in entering into this Agreement. As used in such verifications,"affiliate"means an entity that controls,is controlled by,or is under common control with the Underwriter 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 verification during the term of this Agreement shall survive until barred by the applicable statute of limitations,and shall not be liquidated or otherwise limited by any provision of this Agreement, notwithstanding anything in this Agreement to the contrary. a. Not a Sanctioned Company. The Underwriter 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,Government Code. The foregoing representation excludes the Underwriter 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. b. No Boycott of Israel. The Underwriter 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 provided in Section 2271.001, Government Code. C. No Discrimination Against Firearm Entities. The Underwriter 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 25 4138-8404-1555.4 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, "discriminate against a firearm entity or firearm trade association"has the meaning provided in Section 2274.001(3), Government Code. d. No Boycott of Energy Companies. The Underwriter 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 provided in Section 2276.001(1), Government Code 23. Form 1295. Submitted herewith (or on a date prior hereto) is a completed Form 1295 in connection with the Underwriter's participation in the execution of this Agreement 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 Underwriter, and the City agrees to acknowledge such form with the TEC through its electronic filing application not later than the thirtieth(30th)day after the receipt of such form. The Underwriter and the City 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 Underwriter; and,neither the City nor its consultants have verified such information. 24. Attorney General Standing Letter. The Underwriter represents that it has, or will have prior to the date of Closing, on file with the Texas Attorney General a standing letter addressing the representation and verifications contained in Section 22 of this Agreement in a form accepted by the Texas Attorney General. In addition, if the Underwriter or the parent company, a wholly- or majority-owned subsidiary or another affiliate of the Underwriter receives or has received a letter from the Texas Comptroller of Public Accounts pursuant to Chapter 809, Texas Government Code seeking written verification that it does not boycott energy companies (a "Comptroller Request Letter"), such Underwriter shall promptly notify the City and Bond Counsel (if it has not already done so) and provide to the City or Bond Counsel, two Business Days prior to Closing and additionally upon request by the City or Bond Counsel, written verification to the effect that its standing letter described in the preceding sentence remains in effect and may be relied upon by the City and the Texas Attorney General (the "Bringdown Verification"). The Bringdown Verification shall also confirm that the Underwriter(or the parent company, a wholly- or majority-owned subsidiary or other affiliate of the Underwriter that received the Comptroller Request Letter) intends to timely respond or has timely responded to the Comptroller Request Letter. The Bringdown Verification may be in the form of an e-mail. 25. Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. The City and the Underwriter agree that electronic signatures to this Agreement may be regarded as original signatures. Signature pages follow. 26 4138-8404-1555.4 IN WITNESS WHEREOF,the parties have caused this Agreement to be executed as of the date first set forth above. FMSbonds, Inc., as Underwriter By: Name: Theodore A. Swinarski Title: Senior Vice President-Trading S-1 4138-8404-1555.4 Accepted at a.m./p.m. central time on the date first stated above. City of Corpus Christi, Texas By: City Manager S-2 4138-8404-1555.4 SCHEDULE I CITY OF CORPUS CHRISTI, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 (WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 IMPROVEMENT AREA#1 PROJECT) Interest Accrues From: Closing Date $ %Term Bonds,Due September 15,20_,Priced to Yield % (a)(b)(c)(d) $ %Term Bonds,Due September 15,20_,Priced to Yield % (a)(b)(c)(d) $ %Term Bonds,Due September 15,20_,Priced to Yield % (a)(b)(c)(d) (a) The initial reoffering prices or yields of the Bonds have been determined in accordance with the 10%test. ro> The Bonds maturing on and after September 15,20_,may be redeemed before their scheduled maturity date,in whole or in part, on any date on or after September 15, 20 , such redemption date or dates to be fixed by the City, at the redemption price equal to the principal amount of the Bonds to be redeemed,plus accrued and unpaid interest to the date fixed of redemption. °> The Bonds are also subject to extraordinary optional redemption as described in the Limited Offering Memorandum under"DESCRIPTION OF THE BONDS—Redemption Provisions." (d) The Bonds are also subject to mandatory sinking fund redemption on the dates and in the respective Sinking Fund Installments as set forth in the following schedules. Term Bonds maturing September 15, 20 Redemption Date Sinking Fund Installment Amount September 15,20_ September 15,20_ September 15,20_ September 15,20_ September 15,20_ September 15,20_ September 15,20_t Stated maturity. Schedule I-1 4138-8404-1555.4 APPENDIX A-1 FORM OF DEVELOPER'S LETTER OF REPRESENTATIONS CITY OF CORPUS CHRISTI, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 (WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 IMPROVEMENT AREA#1 PROJECT) DEVELOPER'S LETTER OF REPRESENTATIONS October 15, 2024 City of Corpus Christi,Texas 1201 Leopard Street Corpus Christi,Texas 78401 FMSbonds,Inc. 5 Cowboys Way, Suite 300-25 Frisco, Texas 75034 Ladies and Gentlemen: This letter is being delivered to the City of Corpus Christi, Texas (the "City") and FMSbonds, Inc. (the "Underwriter"), in consideration for your entering into the Bond Purchase Agreement dated the date hereof(the "Bond Purchase Agreement") for the sale and purchase of the $ City of Corpus Christi, Texas, Special Assessment Revenue Bonds, Series 2024 (Whitecap Public Improvement District No. 1 Improvement Area 91 Project)(the"Bonds"). Pursuant to the Bond Purchase Agreement,the Underwriter has agreed to purchase from the City, and the City has agreed to sell to the Underwriter, the Bonds. In order to induce the City to enter into the Bond Purchase Agreement and as consideration for the execution, delivery, and sale of the Bonds by the City and the purchase of them by the Underwriter, Ashlar Interests, LLC, a Texas limited liability company(the"Developer"),makes the representations,warranties, and covenants contained in this Developer's Letter of Representations. Unless the context clearly indicates otherwise, each capitalized term used and not otherwise defined in this Developer's Letter of Representations will have the meaning set forth in the Bond Purchase Agreement. 1. Purchase and Sale of Bonds. Inasmuch as the purchase and sale of the Bonds represents a negotiated transaction, the Developer understands, and hereby confirms, that the Underwriter is not acting as a fiduciary of the Developer,but rather is acting solely in its capacity as Underwriter of the Bonds for its own account. A-1-1 4138-8404-1555.4 2. Updating of the Limited Offering Memorandum. If, after the date of this Developer's Letter of Representations, up to and including the date the Underwriter is no longer required to provide a Limited Offering Memorandum to potential customers who request the same pursuant to Rule 15c2-12 (the earlier of (i) ninety (90) days from the "end of the underwriting period" (as defined in Rule 15c2-12) and(ii)the time when the Limited Offering Memorandum is available to any person from the MSRB, but in no case less than twenty-five (25) days after the"end of the underwriting period"for the Bonds),the Developer becomes aware of any fact or event which might or would cause the Limited Offering Memorandum, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Limited Offering Memorandum to comply with law, the Developer will notify the Underwriter(and for the purposes of this clause provide the Underwriter with such information as it may from time to time request); however, that for the purposes of this Developer's Letter of Representations and any certificate delivered by the Developer in accordance with the Bond Purchase Agreement, the Developer makes no representations with respect to the information appearing in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum except for the information set forth in the maps included therein and under the captions and subcaptions"PLAN OF FINANCE"(except for the information under the subcaption "— The Bonds and the Reimbursement Agreement"), "OVERLAPPING TAXES AND DEBT — Homeowners' Association Dues," "THE IMPROVEMENT AREA 41 IMPROVEMENTS," "THE DEVELOPMENT," and "THE DEVELOPER AND THE LANDOWNER" (only as it pertains to the Developer) and, to the Developer's knowledge after due inquiry,under the captions`BONDHOLDERS' RISKS" (only as it pertains to the Developer, the Improvement Area#1 Improvements,and the Development, as defined in the Limited Offering Memorandum), "LEGAL MATTERS—Litigation—The Developer and the Landowner" (only as it pertains to the Developer), "CONTINUING DISCLOSURE — The Developer" and "— The Developer's Compliance with Prior Undertakings," "SOURCES OF INFORMATION — Source of Certain Information," "APPENDIX E-2 — Form of Disclosure Agreement of Developer," "APPENDIX F—Development Agreement," "APPENDIX G—Reimbursement Agreement," and "APPENDIX H —Design Guidelines" (collectively, the "Developer Disclosures") in accordance with subsection 4(f)herein. 3. Developer Documents. The Developer has executed and delivered each of the below listed documents (individually, a "Developer Document" and collectively, the "Developer Documents") in the capacity provided for in each such Developer Document, and each such Developer Document constitutes a valid and binding obligation of the Developer, enforceable against the Developer in accordance with its terms: a. this Developer's Letter of Representations; and b. the Development Agreement Whitecap North Padre Island, effective as of December 12, 2023, executed and delivered by the City and the Developer; and C. the PID Reimbursement Agreement Whitecap Public Improvement District No. 1, effective February 20, 2024, executed and delivered by the City and the Developer; and A-1-2 4138-8404-1555.4 d. the Development and Management Agreement, effective as of December 6, 2021, executed and delivered by the Developer and Diamond Beach Holdings, LLC a Texas limited liability company (the "Landowner"); and e. the Flow of Funds Agreement, effective as of September 19, 2024, executed and delivered by the Developer and the Landowner; and f. the Continuing Disclosure Agreement of Developer with respect to the Bonds, dated as of October 1, 2024, executed and delivered by the Developer, P3Works, LLC, as Administrator, and BOKF,NA, as Dissemination Agent. The Developer has complied in all material respects with all of the Developer's agreements and covenants and satisfied all conditions required to be complied with or satisfied by the Developer under the Developer Documents on or prior to the date hereof. The representations and warranties of the Developer contained in the Developer Documents are true and correct in all material respects on and as of the date hereof. 4. Developer Representations,Warranties and Covenants. The Developer represents, warrants, and covenants to the City and the Underwriter that: a. Due Organization and Existence. The Developer is duly formed and validly existing as a limited liability company under the laws of the State of Texas. b. Organizational Documents. The copies of the organizational documents of the Developer provided by the Developer to the City and the Underwriter are fully executed, true, correct, and complete copies of such documents and such documents have not been amended or supplemented and are in full force and effect as of the date hereof. C. No Breach. The execution and delivery of the Developer Documents by the Developer does not violate any judgment, order, writ, injunction or decree binding on the Developer or any indenture, agreement, or other instrument to which the Developer is a parry. d. No Litigation. There are no proceedings pending or threatened in writing before any court or administrative agency against the Developer that are either not covered by insurance or which singularly or collectively would have a material, adverse effect on the ability of the Developer to perform its obligations under the Developer Documents in all material respects or that would reasonably be expected to prevent or prohibit the development of the District in accordance with the description thereof in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum. e. Information. The information prepared and submitted by the Developer to the City or the Underwriter in connection with the preparation of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum was, and is,as of this date, true and correct in all material respects. f. Preliminary Limited Offering Memorandum and Limited Offering Memorandum. The Developer represents and warrants that the information set forth in the Developer Disclosures in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum is true and correct and does not contain any untrue A-1-3 4138-8404-1555.4 statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made,not misleading. The Developer agrees to provide a certificate dated the Closing Date affirming, as of such date, the representations contained in this subsection (f)with respect to the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum. g. Events of Default. No "Event of Default" or "event of default" by the Developer under any of the Developer Documents, any documents to which the Developer is a party described in the Limited Offering Memorandum, or under any material documents relating to the financing and construction of the Improvement Area 41 Improvements to which the Developer is a parry, or event that, with the passage of time or the giving of notice or both,would constitute such"Event of Default"or"event of default" by the Developer has occurred and is continuing. 5. Indemnification. a. The Developer will indemnify and hold harmless the City and the Underwriter and each of their officers, directors, employees and agents against any losses, claims, damages or liabilities to which any of them may become subject, under the Securities Act of 1933 or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in the Developer Disclosures in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum, or any amendment or supplement to the Limited Offering Memorandum amending or supplementing the information contained under the aforementioned captions (as qualified above), or arise out of or are based upon the omission, untrue statement or alleged untrue statement or omission to state therein a material fact necessary to make the statements under the aforementioned captions (as qualified above) not misleading under the circumstances under which they were made and will reimburse any indemnified party for any reasonable legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred. b. Promptly after receipt by an indemnified party under subsection (a) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof, but the omission so to notify the indemnifying parry shall not relieve the indemnifying party from any liability which it may have to the indemnified parry otherwise than under such subsection, unless such indemnifying party was prejudiced by such delay or lack of notice. In case any such action shall be brought against an indemnified parry, it shall promptly notify the indemnifying party of the commencement thereof,the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified parry (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying parry shall not be liable to such A-1-4 4138-8404-1555.4 indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The indemnifying party shall not be liable for any settlement of any such action effected without its consent, but if settled with the consent of the indemnifying party or if there is a final judgment for the plaintiff in any such action, the indemnifying party will indemnify and hold harmless any indemnified parry from and against any loss or liability by reason of such settlement or judgment. The indemnity herein shall survive delivery of the Bonds and shall survive any investigation made by or on behalf of the City, the Developer, or the Underwriter. 6. Survival of Representations, Warranties and Covenants. All representations, warranties, and agreements in this Developer's Letter of Representations will survive regardless of (a) any investigation or any statement in respect thereof made by or on behalf of the Underwriter,(b) delivery of any payment by the Underwriter for the Bonds hereunder, and(c) any termination of the Bond Purchase Agreement. 7. Binding on Successors and Assigns. This Developer's Letter of Representations will be binding upon the Developer and its successors and assigns and inure solely to the benefit of the Underwriter and the City, and no other person or firm or entity will acquire or have any right under or by virtue of this Developer's Letter of Representations. Signature page follows. A-1-5 4138-8404-1555.4 Dated: October 15,2024 DEVELOPER: Ashlar Interests,LLC, a Texas limited liability company By: Name: Title: A-1-6 4138-8404-1555.4 APPENDIX A-2 FORM OF LANDOWNER'S LETTER OF REPRESENTATIONS CITY OF CORPUS CHRISTI, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 (WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 IMPROVEMENT AREA#1 PROJECT) LANDOWNER'S LETTER OF REPRESENTATIONS October 15, 2024 City of Corpus Christi,Texas 1201 Leopard Street Corpus Christi,Texas 78401 FMSbonds,Inc. 5 Cowboys Way, Suite 300-25 Frisco, Texas 75034 Ladies and Gentlemen: This letter is being delivered to the City of Corpus Christi, Texas (the "City") and FMSbonds, Inc. (the "Underwriter"), in consideration for your entering into the Bond Purchase Agreement dated the date hereof(the "Bond Purchase Agreement") for the sale and purchase of the $ City of Corpus Christi, Texas, Special Assessment Revenue Bonds, Series 2024 (Whitecap Public Improvement District No. 1 Improvement Area 41 Project)(the"Bonds"). Pursuant to the Bond Purchase Agreement,the Underwriter has agreed to purchase from the City, and the City has agreed to sell to the Underwriter, the Bonds. In order to induce the City to enter into the Bond Purchase Agreement and as consideration for the execution, delivery, and sale of the Bonds by the City and the purchase of them by the Underwriter, Diamond Beach Holdings, LLC,a Texas limited liability company(the"Landowner"),makes the representations,warranties, and covenants contained in this Landowner's Letter of Representations. Unless the context clearly indicates otherwise, each capitalized term used and not otherwise defined in this Landowner's Letter of Representations will have the meaning set forth in the Bond Purchase Agreement. 1. Purchase and Sale of Bonds. Inasmuch as the purchase and sale of the Bonds represents a negotiated transaction, the Landowner understands, and hereby confirms, that the Underwriter is not acting as a fiduciary of the Landowner,but rather is acting solely in its capacity as Underwriter of the Bonds for its own account. A-2-1 4138-8404-1555.4 2. Updating of the Limited Offering Memorandum. If, after the date of this Landowner's Letter of Representations, up to and including the date the Underwriter is no longer required to provide a Limited Offering Memorandum to potential customers who request the same pursuant to Rule 15c2-12 (the earlier of(i) 90 days from the "end of the underwriting period" (as defined in Rule 15c2-12) and (ii) the time when the Limited Offering Memorandum is available to any person from the MSRB, but in no case less than 25 days after the "end of the underwriting period" for the Bonds),the Landowner becomes aware of any fact or event which might or would cause the Limited Offering Memorandum,as then supplemented or amended,to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Limited Offering Memorandum to comply with law, the Landowner will notify the Underwriter (and for the purposes of this clause provide the Underwriter with such information as it may from time to time request); however, that for the purposes of this Landowner's Letter of Representations and any certificate delivered by the Landowner in accordance with the Bond Purchase Agreement, the Landowner makes no representations with respect to the information appearing in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum except for the information set forth in the maps included therein and under the captions and subcaptions "PLAN OF FINANCE" (except for the information under the subcaption "— The Bonds and the Reimbursement Agreement"), "OVERLAPPING TAXES AND DEBT — Homeowners' Association Dues," "THE IMPROVEMENT AREA 91 IMPROVEMENTS," "THE DEVELOPMENT," "THE DEVELOPER AND THE LANDOWNER" and, to the Landowner's knowledge after due inquiry, under the captions "BONDHOLDERS' RISKS" (only as it pertains to the Improvement Area 91 Improvements, and the Development, as defined in the Limited Offering Memorandum),"LEGAL MATTERS—Litigation—The Developer and the Landowner," "SOURCES OF INFORMATION—Source of Certain Information,"and"APPENDIX H—Design Guidelines," in each case, solely as such information pertains to the Landowner, and expressly excludes, without limitation, information to the extent such information pertains to the City, the Bonds, the Indenture, the Trustee and/or the Developer (collectively, the "Landowner Disclosures")in accordance with subsection 4(f)herein. 3. Landowner Documents. The Landowner has executed and delivered each of the below listed documents(individually,a"Landowner Document"and collectively,the"Landowner Documents") in the capacity provided for in each such Landowner Document, and each such Landowner Document constitutes a valid and binding obligation of the Landowner, enforceable against the Landowner in accordance with its respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or other similar laws relating to the enforcement of creditors' rights generally and by general equitable principles: a. this Landowner's Letter of Representations; and b. the Development and Management Agreement, effective as of December 6, 2021, by and between Ashlar Interests, LLC, a Texas limited liability company (the "Developer"), and the Landowner, as amended by that certain First Amendment to Development & Management Agreement, dated effective June 8, 2022, and as further amended by that certain Second Amendment to Development & Management Agreement, dated effective December 12, 2023; A-2-2 4138-8404-1555.4 c. the Flow of Funds Agreement, dated as of September 19,2024,by and between the Developer and the Landowner; and d. the Landowner Consent Certificate dated as of October 15,2024. The Landowner has complied in all material respects with all of the Landowner's agreements and covenants and satisfied all conditions required to be complied with or satisfied by the Landowner under the Landowner Documents on or prior to the date hereof. The representations and warranties of the Landowner contained in the Landowner Documents are true and correct in all material respects on and as of the date hereof. 4. Landowner Representations, Warranties and Covenants. The Landowner represents, warrants, and covenants to the City and the Underwriter that: a. Due Organization and Existence. The Landowner is duly organized and validly existing as a limited liability company under the laws of the State of Texas. b. Organizational Documents. The copies of the organizational documents of the Landowner provided by the Landowner to the City and the Underwriter are fully executed, true, correct, and complete copies of such documents and such documents have not been amended or supplemented and are in full force and effect as of the date hereof. C. No Breach. The execution and delivery of the Landowner Documents by the Landowner does not violate any judgment, order,writ, injunction or decree binding on the Landowner or any indenture, agreement, or other instrument to which the Landowner is a party. d. No Litigation. There are no proceedings pending or, to the Landowner's knowledge, threatened in writing before any court or administrative agency against the Landowner that are either not covered by insurance or which singularly or collectively would have a material, adverse effect on the ability of the Landowner to perform its obligations under the Landowner Documents in all material respects or that would reasonably be expected to prevent or prohibit the development of the District in accordance with the description thereof in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum. e. Information. The information prepared and submitted by the Landowner to the City or the Underwriter in connection with the preparation of the Landowner Disclosures in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum was, and is, as of this date, true and correct in all material respects. f. Preliminary Limited Offering Memorandum and Limited Offering Memorandum. The Landowner represents and warrants that the information set forth in the Landowner Disclosures in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum is true and correct and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made,not misleading. The Landowner agrees to provide a certificate dated the Closing Date affirming,as of such date, the representations contained in this subsection(f)with respect A-2-3 4138-8404-1555.4 to the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum. g. Events of Default. No "Event of Default" or "event of default" by the Landowner under any of the Landowner Documents, any documents to which the Landowner is a party described in the Limited Offering Memorandum, or under any material documents relating to the financing and construction of the Improvement Area 91 Improvements to which the Landowner is a party, or event that, with the passage of time or the giving of notice or both, would constitute such "Event of Default" or "event of default"by the Landowner has occurred and is continuing. 5. Indemnification. C. The Landowner will indemnify and hold harmless the City and the Underwriter and each of their officers, directors, employees and agents against any losses, claims, damages or liabilities to which any of them may become subject, under the Securities Act of 1933 or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in the Landowner Disclosures in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum, or the Landowner Disclosures in any amendment or supplement to the Limited Offering Memorandum amending or supplementing the information contained under the aforementioned captions (as qualified above), or arise out of or are based upon the omission, untrue statement or alleged untrue statement or omission to state therein a material fact necessary to make the statements under the aforementioned captions (as qualified above)not misleading under the circumstances under which they were made and will reimburse any indemnified party for any reasonable legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred. d. Promptly after receipt by an indemnified party under subsection (a) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying parry under such subsection, notify the indemnifying party in writing of the commencement thereof, but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under such subsection, unless such indemnifying parry was prejudiced by such delay or lack of notice. In case any such action shall be brought against an indemnified parry, it shall promptly notify the indemnifying party of the commencement thereof,the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified parry (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party,in connection with the defense thereof other than reasonable costs of investigation. The indemnifying party shall not be liable for any settlement of any such action effected A-2-4 4138-8404-1555.4 without its consent, but if settled with the consent of the indemnifying party or if there is a final judgment for the plaintiff in any such action, the indemnifying party will indemnify and hold harmless any indemnified parry from and against any loss or liability by reason of such settlement or judgment. The indemnity herein shall survive delivery of the Bonds and shall survive any investigation made by or on behalf of the City, the Landowner, or the Underwriter. 6. Survival of Representations, Warranties and Covenants. All representations, warranties, and agreements in this Landowner's Letter of Representations will survive regardless of (a) any investigation or any statement in respect thereof made by or on behalf of the Underwriter, (b) delivery of any payment by the Underwriter for the Bonds hereunder, and(c) any termination of the Bond Purchase Agreement. 7. Binding on Successors and Assigns. This Landowner's Letter of Representations will be binding upon the Landowner and its successors and assigns and inure solely to the benefit of the Underwriter and the City, and no other person or firm or entity will acquire or have any right under or by virtue of this Landowner's Letter of Representations. Signature page follows. A-2-5 4138-8404-1555.4 Dated: October 15,2024 LANDOWNER: Diamond Beach Holdings, LLC, a Texas limited liability company By: Name: Title: A-2-6 4138-8404-1555.4 APPENDIX B CITY OF CORPUS CHRISTI, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 (WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 IMPROVEMENT AREA#1 PROJECT) ISSUE PRICE CERTIFICATE The undersigned (the "Representative"), on behalf of FMSbonds, Inc. ("FMS"), hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the "Bonds"). 1. Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule Maturities,the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A. 2. Initial Offering Price of the Hold-the-Offering-Price Maturities. (a) The Representative offered the Hold-the-Offering-Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the"Initial Offering Prices") on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B. (b) As set forth in the Bond Purchase Agreement for the Bonds, the Representative hs agreed in writing that, (i) for each Maturity of the Hold-the-Offering-Price Maturities, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity(the"hold- the-offering-price rule"), and(ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail distribution agreement, to comply with the hold-the-offering-price rule. Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Hold-the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period. 3. Defined Terms. (a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the "General Rule Maturities." (b) Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in Schedule A hereto as the "Hold-the-Offering-Price Maturities." (c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of(i) the close of the fifth business day after the Sale Date, or(ii)the date on which the Underwriter sold at least 10% of such Hold-the- B-1 4138-8404-1555.4 Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity. (d) Issuermeans the City of Corpus Christi, Texas. (e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities. (0 Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term "related party"for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (g) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is October 15, 2024. (h) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and(ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a parry to a retail distribution agreement participating in the initial sale of the Bonds to the Public). The remainder of this page is left blank intentionally. B-2 4138-8404-1555.4 The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents the Representative's interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Norton Rose Fulbright US LLP, Bond Counsel, in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. EXECUTED AND DELIVERED as of this , 2024. FMSbonds,Inc., as Underwriter By: Name: Theodore A. Swinarski Title: Senior Vice President—Trading B-3 4138-8404-1555.4 SCHEDULE A SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL OFFERING PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES (Attached) B-4 4138-8404-1555.4 SCHEDULE B PRICING WIRE OR EQUIVALENT COMMUNICATION (Attached) B-5 4138-8404-1555.4 APPENDIX C [LETTERHEAD OF CITY ATTORNEY] October 31,2024 FMSbonds,Inc. BOKF,NA 5 Cowboys Way, Suite 300-25 1401 McKinney Street, Suite 1000 Frisco,Texas 75034 Houston,Texas 77010 Norton Rose Fulbright US LLP City of Corpus Christi 2200 Ross Avenue, Suite 3600 Attn: City Manager Dallas,Texas 75201 1201 Leopard Street Corpus Christi, Texas 78401 CITY OF CORPUS CHRISTI,TEXAS, SPECIAL ASSESSMENT REVENUE BONDS,SERIES 2024 (WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 IMPROVEMENT AREA#1 PROJECT) Ladies and Gentlemen: I am the City Attorney for the City of Corpus Christi,Texas (the"City") and am rendering this opinion in connection with the issuance and sale of$ "City of Corpus Christi, Texas, Special Assessment Revenue Bonds, Series 2024 (Whitecap Public Improvement District No. 1 Improvement Area 41 Project)" (the "Bonds"), by the City, a political subdivision of the State of Texas (the "State"). The Bonds are authorized pursuant to an ordinance enacted by the City Council of the City (the"City Council")on October 15, 2024 (the"Bond Ordinance"), and shall be issued pursuant to the provisions of Subchapter A of the Public Improvement District Assessment Act, Chapter 372, Texas Local Government Code, as amended (the "Act") and the Indenture of Trust dated as of October 1, 2024 (the "Indenture") by and between the City and BOKF, NA, as trustee (the "Trustee"). Capitalized terms not defined herein shall have the same meanings as in the Indenture, unless otherwise stated herein. In connection with rendering this opinion, I have reviewed the: (a) The Resolution No. 032761 (the "Creation Resolution") enacted by the City Council on May 17, 2022; (b) An ordinance accepted and approved by City Council on February 20, 2024, and the Service and Assessment Plan attached as an exhibit thereto (the "Assessment Ordinance"); C-1 4138-8404-1555.4 (c) The Bond Ordinance; (d) The Indenture; (e) the Development Agreement Whitecap North Padre Island, between the City and Ashlar Interests, LLC, a Texas limited liability company, effective December 12, 2023; (f) the PID Reimbursement Agreement Whitecap Public Improvement District No. 1, effective February 20, 2024,between the City and Ashlar Interests, LLC, a Texas limited liability company (the"Developer"); (g) That certain Continuing Disclosure Agreement of Issuer with respect to the Bonds, dated as of October 1,2024, executed and delivered by the City,P3Works,LLC, as Administrator, and BOKF,NA, as Dissemination Agent; and (h) Such other documents, records, agreements, or certificates as I have deemed necessary or appropriate to enable us to render the opinions expressed below. The Creation Resolution, the Assessment Ordinance, the Indenture, and the Bond Ordinance shall hereinafter be collectively referred to as the "Authorizing Documents" and the remaining documents shall hereinafter be collectively referred to as the "City Documents." In all such examinations, I have assumed that all signatures on documents and instruments executed by the City are genuine and that all documents submitted to us as copies conform to the originals. In addition, for purposes of this opinion, I have assumed the due authorization, execution, and delivery of the City Documents by all parties other than the City. Based upon and subject to the foregoing and the additional qualifications and assumptions set forth herein, I am of the opinion that: 1. The City is a Texas political subdivision and a home rule municipal governmental entity, and has all necessary power and authority to enter into and perform its obligations under the Authorizing Documents and the City Documents. The City has taken or obtained all actions, approvals, consents, and authorizations required of it by applicable laws in connection with the execution of the Authorizing Documents and the City Documents and the performance of its obligations thereunder. 2. To the best of our knowledge, there is no action, suit, proceeding, inquiry or investigation at law or in equity, before or by any court, public board or body, pending, or threatened against the City: (a)affecting the existence of the City or the titles of its officers to their respective offices, (b) in any way questioning the formation or existence of the District, (c) affecting, contesting or seeking to prohibit, restrain or enjoin the delivery of any of the Bonds, or the payment, collection or application of any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, including the Improvement Area 41 Assessments in Improvement Area 91 of the District pursuant to the provisions of the Assessment Ordinance and the Service and Assessment Plan referenced therein, (d) contesting or affecting the validity or enforceability or the City's performance of the City Documents, (e) contesting the exclusion of C-2 4138-8404-1555.4 the interest on the Bonds from federal income taxation, or(f)which may result in any material adverse change relating to the financial condition of the City. 3. The Authorizing Documents were duly enacted by the City and remain in full force and effect on the date hereof. 4. The City Documents have been duly authorized, executed and delivered by the City and remain legal, valid, and binding obligations of the City enforceable against the City in accordance with their respective terms. However, the enforceability of the obligations of the City under such City Documents may be limited or otherwise affected by (a) bankruptcy, insolvency, reorganization, moratorium, and other laws affecting the rights of creditors generally, (b)principles of equity, whether considered at law or in equity, and (c) the application of Texas law relating to action by future councils and relating to governmental immunity applicable to governmental entities. 5. The performance by the City of the obligations under the Authorizing Documents and the City Documents will not violate any provision of any federal or Texas constitutional or statutory provision. 6. No further consent, approval, authorization, or order of any court or governmental agency or body or official is required to be obtained by the City as a condition precedent to the performance by the City of its obligations under the Authorizing Documents and the City Documents (other than those that have been or will be obtained prior to the delivery of the Bonds, including the opinion of the Texas Attorney General). 7. The City has duly authorized and delivered the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum. 8. Based upon our limited participation in the preparation of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum, the statements and information contained in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum with respect to the City under the captions and subcaptions "ASSESSMENT PROCEDURES — Assessment Methodologies" and "— Assessment Amounts," "THE CITY," "THE DISTRICT," "LEGAL MATTERS — Litigation — The City," "CONTINUING DISCLOSURE—The City," and"APPENDIX A" are fair and accurate summaries of the laws and the documents and facts summarized therein. 9. The adoption of the Authorizing Documents,the execution and delivery of the City Documents, and the compliance with the provisions of the Authorizing Documents and the City Documents under the circumstances contemplated thereby, to the best of our knowledge: (a) do not and will not in any material respect conflict with or constitute on the part of the City a breach of or default under any agreement to which the City is a party or by which it is bound, and (b) do not and will not in any material respect conflict with or constitute on the part of the City a violation, breach of or default under any existing law, regulation, constitutional provision, court order or consent decree to which the City is subject. I express no opinion as to the laws of any jurisdiction other than the laws of Texas and the laws of the United States of America. The opinions expressed above concern only the effect C-3 4138-8404-1555.4 of the laws (excluding the principles of conflict of laws) of Texas and the United States of America as currently in effect. This opinion may not be relied upon by any other person except those specifically addressed in this letter. This opinion letter is as of the date hereof only, and I undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth herein. Very truly yours, CITY ATTORNEY C-4 4138-8404-1555.4 APPENDIX D-1 [LETTERHEAD OF THE WATSON FIRM] October 31, 2024 City of Corpus Christi FMSbonds,Inc. 1201 Leopard Street 5 Cowboys Way, Suite 300-25 Corpus Christi,Texas 78401 Frisco,Texas 75034 Norton Rose Fulbright US LLP BOKF,NA, as Trustee 98 San Jacinto Blvd., Suite 1100 1401 McKinney Street, Suite 1000 Austin,Texas 78701 Houston,Texas 77010 Shupe Ventura,PLLC 9406 Biscayne Blvd. Dallas,Texas 75218 CITY OF CORPUS CHRISTI, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 (WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 IMPROVEMENT AREA#1 PROJECT) Ladies and Gentlemen: We have served as Counsel for Ashlar Interests, LLC, a Texas limited liability company (the "Developer") in connection with the issuance and sale by the City of Corpus Christi, Texas (the "City"), of $ City of Corpus Christi, Texas, Special Assessment Revenue Bonds, Series 2024) (Whitecap Public Improvement District No. I Improvement Area#1 Project) (the "Bonds"), pursuant to that certain Indenture of Trust dated as of October 1, 2024 (the "Indenture"), by and between the City and BOKF,NA, as trustee (the "Trustee"). Proceeds from the sale of the Bonds will be used, in part, to fund certain public infrastructure improvements in the development known as "Whitecap" (the "Development") located in the City. The Bonds are being sold to FMSbonds, Inc. (the "Underwriter"), pursuant to that certain Bond Purchase Agreement, dated October 15, 2024 (the "Bond Purchase Agreement"), by and between the City and the Underwriter. This opinion is being delivered pursuant to Section 10(d) of the Bond Purchase Agreement. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Bond Purchase Agreement. 4138-8404-1555.4 D-1-1 4138-8404-1555.4 Assumptions and Bases for Opinions and Assurances In our capacity as Counsel for the Developer, and for purposes of rendering the opinions set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of: (a) The following documents being executed, entered into, reviewed, and/or issued, as the case may be, in connection with the issuance of the Bonds (collectively, the "Material Documents"): (1) the Development Agreement Whitecap North Padre Island between the City and the Developer, effective as of December 12, 2023; (2) the Developer's Letter of Representations executed by the Developer as of October 15, 2024; (3) the PID Reimbursement Agreement— Whitecap Public Improvement District No. 1, executed by the Developer and the City effective February 20, 2024; (4) the Development and Management Agreement, effective as of December 6, 2021, amended by a First Amendment to Development & Management Agreement effective as of June 8, 2022, and a Second amendment to Development & Management Agreement effective as of December 12, 2023, each executed and delivered by Diamond Beach Holdings,LLC a Texas limited liability company (the "Landowner") and the Developer (as amended to date the "DMA"); and (5) the Flow of Funds Agreement, effective as of September 19, 2024, executed and delivered by the Developer and the Landowner (the "Flow of Funds Agreement"); and (6) the Continuing Disclosure Agreement of Developer, dated as of October 1, 2024, executed and delivered by the Developer, P3Works, LLC, as Administrator, and BOKF, NA, as Dissemination Agent; and (7) the Closing Certificate of Developer executed by the Developer as of the date hereof. (b) Each of the documents and certificates described in Exhibit A attached hereto and made a part hereof(the "Developer Basic Documents"); (c) The Preliminary Limited Offering Memorandum, dated October 1, 2024, relating to the issuance of the Bonds (the "Preliminary Limited Offering Memorandum"); (d) The final Limited Offering Memorandum, dated October 15, 2024, relating to the issuance of the Bonds (collectively with the Preliminary Limited Offering Memorandum, the "Limited Offering Memorandum"); and (e) Such other documents, records, agreements, and certificates of the Developer, constituent parties and such other parties as we have deemed necessary or appropriate to enable us to render the opinions expressed below. D-1-2 4138-8404-1555.4 In rendering the opinions set forth herein, we have assumed: (i) the due authorization, execution, and delivery of each of the documents referred to in this opinion letter by all parties thereto(other than the authorization, execution, and delivery by the Developer) and that each such document constitutes a valid, binding, and enforceable obligation of each party (other than the Developer)thereto, (ii)all of the parties (other than the Developer)to the documents referred to in this opinion letter are duly organized, validly existing, in good standing and have the requisite power, authority (corporate, limited liability company, partnership or other) and legal right to execute, deliver, and perform its obligations under such documents (except to the extent set forth in our opinions set forth herein regarding valid existence and power and authority of the Developer to execute, deliver, and perform its obligations under the Material Documents), (iii) each certificate from governmental officials reviewed by us is accurate, complete, and authentic, and all official public records are accurate and complete, (iv) the legal capacity of all natural persons, (v)the genuineness of all signatures (other than those of the Developer in respect of the Material Documents), (vi)the authenticity and accuracy of all documents submitted to us as originals,(vii)the conformity to original documents of all documents submitted to us as photostatic or certified copies, (viii) that no laws or judicial, administrative, or other action of any Governmental Authority (as defined in Schedule I attached hereto) of any jurisdiction not expressly opined to herein would adversely affect the opinions set forth herein, and (ix) that the execution and delivery by each party (other than the Developer) of, and performance of its agreements in, the Material Documents do not breach or result in a default under any existing obligation of such parry under any agreements, contracts or instruments to which such party is a parry to or otherwise subject to or any order, writ, injunction or decree of any court applicable to such party. Opinions and Assurances Based solely upon the foregoing, and subject to the assumptions and limitations set forth herein,we are of the opinion that: 1. The Developer is (a) based solely upon the Texas Certificate of Fact, validly existing under the laws of the State of Texas and qualified to transact business in the State of Texas, and (b)based solely upon the relevant FTAS Page, in good standing under the laws of the State of Texas. 2. The Developer has the limited liability company power and authority under the Texas Business Organizations Code and the Developer Basic Documents to execute, deliver and perform its obligations under the Material Documents to which it is a parry. The execution and delivery by the Developer of each Material Document to which it is a party, and the performance by the Developer of its agreements set forth therein, have been duly authorized by all necessary limited liability company action under the laws of the State of Texas and the Developer Basic Documents. 3. The execution and delivery by the Developer of the Material Documents and the performance by the Developer of its obligations under the Material Documents will not (i)violate any Applicable Law(as defined in Schedule I attached hereto); (ii)conflict with or result in the breach of any court decree or order of any governmental body or otherwise actually known to the lawyers who have provided substantive attention to the representation reflected in this opinion binding upon or affecting the Developer, the conflict with which or breach of which D-1-3 4138-8404-1555.4 would have a material, adverse effect on the ability of the Developer to perform its obligations under the Material Documents to which it is a party; or (iii) constitute a violation of its limited liability company agreement or certificate of formation. 4. No Governmental Approval (as defined in Schedule I attached hereto) which has not been obtained or taken is required to be obtained or taken by the Developer on or before the date hereof as a condition to (a) the execution and delivery by the Developer of the Material Documents to which it is a party, or(b)the performance by the Developer of its obligations under the Material Documents to which it is a parry, except for Governmental Approvals that may be required to comply with certain covenants contained in the Material Documents (including, without limitation, covenants to comply with applicable laws). 5. The Material Documents to which the Developer is a party have been duly executed and delivered by the Developer and constitute the legal, valid, and binding obligation of the Developer, enforceable against the Developer in accordance with its terms,subject to the following qualifications: (i)the effect of applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally, and (ii)the effect of the exercise of judicial discretion in accordance with general principles of equity (whether applied by a court of law or of equity), and (iii)the effect that enforceability of the indemnification provisions therein may be limited,in whole or in part, and(iv)with respect to the DMA,this opinion shall only apply with respect to Articles 4, 5, and 7 thereof. 6. Other than as may be described in the Limited Offering Memorandum,there are no actions, suits or proceedings pending or threatened against the Developer actually known to the lawyers who have provided substantive attention to the representation reflected in this opinion in any court of law or equity, or before or by any governmental instrumentality with respect to (i)its organization or existence or qualification to do business in the State of Texas; (ii)its authority to execute or deliver the Material Documents to which it is a party; (iii)the validity or enforceability against it of such Material Documents or the transactions described therein; (iv) the titles of the parties executing the Material Documents; (v) the execution and delivery of the Material Documents on behalf of the Developer; (vi)the operations or financial condition of the Developer that would materially adversely affect those operations or the financial condition of the Developer; or (vii) the acquisition and construction of the property and improvements identified in the Limited Offering Memorandum the cost of which is to be funded or reimbursed, in whole or in part, by proceeds of the Bonds. 7. The execution and delivery of the Material Documents do not, and the transactions described therein may be consummated and the terms and conditions thereof may be observed and performed in a manner that does not, conflict with or constitute a breach of or default under any loan agreement, indenture, bond note, resolution, agreement or other instrument to which the Developer is a parry or is otherwise subject which violation, breach or default would materially adversely affect the Developer or its performance of its obligations under the transactions described in the Documents; nor will any such execution, delivery, adoption, fulfillment, or compliance result in the creation or imposition of any lien, charge, or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Developer, except as expressly described in the Material Documents (a)under Applicable Law or(b)under any such loan agreement, indenture, bond note,resolution, agreement, or other instrument. D-1-4 4138-8404-1555.4 8. The information set forth in the Limited Offering Memorandum under the captions "PLAN OF FINANCE (other than the subcaption "The Bonds and the Reimbursement Agreement"), "OVERLAPPING TAXES AND DEBT — Homeowners' Association Dues," "THE IMPROVEMENT AREA #1 IMPROVEMENTS," "THE DEVELOPMENT," "THE DEVELOPER AND THE LANDOWNER" (but only as it applies to the Developer), "BONDHOLDERS' RISKS" (but only as it pertains to the Developer, the Improvement Area#1 Improvements, and the Development), "LEGAL MATTERS —Litigation — The Developer and the Landowner" (only as it pertains to the Developer), "CONTINUING DISCLOSURE — The Developer,""CONTINUING DISCLOSURE — The Developer's Compliance with Prior Undertakings," and "SOURCES OF INFORMATION — Source of Certain Information," insofar as such information constitutes matters of law, summaries solely of legal matters,provisions of the Developer's certificate of formation or agreement of limited liability company or legal proceedings fairly summarize those matters of law, legal matters,provisions of the Developer's certificate of formation, agreement of limited liability company or legal proceedings in all material respects. In addition, based upon our participation in the preparation of the Limited Offering Memorandum, and although we have not independently verified the information in the Limited Offering Memorandum and are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Limited Offering Memorandum and any amendment or supplement thereto,no facts have come to our attention that lead us to believe that the information set forth under the captions referenced in the preceding paragraph as of the date of the Limited Offering Memorandum and the date hereof, contained or contains any untrue statement of a material fact, or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. We express no opinion as to the laws of any jurisdiction other than the laws of Texas and the laws of the United States of America. The opinions expressed above concern only the effect of the laws(excluding the principles of conflict of laws)of Texas and the United States of America as currently in effect. This opinion is rendered solely as the date hereof, and we assume no obligation to supplement this opinion if any applicable laws change after the date of this opinion, or if we become aware of any facts that might change the opinions expressed above after the date of this opinion. This opinion may not be relied upon by any other person except those specifically addressed in this letter. The opinions expressed herein are expressed as of the date hereof, and we expressly disclaim any responsibility to update or supplement any such opinion after the date hereof or to inform you or any other person or entity of any event or changes coming to our attention or occurring subsequent to the date hereof. [Signature page follows.] D-1-5 4138-8404-1555.4 Very truly yours, Watson Law Group,PLLC D-1-6 4138-8404-1555.4 Schedule I As used herein, "Applicable Lain'means the laws,rules and regulations of the State of Texas and the United States of America that,in our experience, are normally applicable to transactions of the type contemplated by the Material Documents and the rules and regulations adopted thereunder; provided that the terms "Applicable Law" does not include any a. local or municipal laws, b. environmental laws or regulations, c. development, zoning,utility, land use or building codes,laws or regulations, d. water management laws or regulations, e. labor, employee,occupational safety and health laws,or f. tax, antifraud or banking or securities laws,rules or regulations. As used herein, "Governmental Approval'means any consent, approval,license, authorization or validation of, or filing,recording or registration with, any Governmental Authority of the State of Texas or any governmental authority or instrumentality of the United States of America pursuant to any Applicable Law. As used herein, "Governmental Authority" means the government of the State of Texas and any agency, authority, statewide subdivision instrumentality, regulatory body, court or other entity exercising executive, legislative,judicial,taxing,regulatory or administrative powers or functions of or pertaining to such government. D-1-7 4138-8404-1555.4 EXHIBIT A Developer Basic Documents 1. Certificate of Formation of Ashlar Interests, LLC, filed by the Secretary of State of the State of Texas on August 19, 2021; 2. Certificate of Fact with respect to the existence of Ashlar Interests, LLC, dated , 2024,from the Secretary of State of the State of Texas; 3. Statement of Franchise Tax Account Status obtained through the website of the Texas Comptroller of Public Accounts, accessed , 2024, at p.m., which statement indicates that, as of the date and time thereof,the right of Ashlar Interests, LLC, to transact business in Texas is "active" (the"FTAS Page"); 4. Limited Liability Company Agreement of Ashlar Interests, LLC, dated August 19, 2021; and 5. Written Consent of the Members of Ashlar Interests, LLC, dated effective as of ) 2024. D-1-8 4138-8404-1555.4 APPENDIX D-2 [LETTERHEAD OF SHUPE VENTURA,PLLC] October 31, 2024 City of Corpus Christi FMSbonds,Inc. 1201 Leopard Street 5 Cowboys Way, Suite 300-25 Corpus Christi,Texas 78401 Frisco,Texas 75034 Norton Rose Fulbright US LLP BOKF,NA, as Trustee 98 San Jacinto Blvd., Suite 1100 1401 McKinney Street, Suite 1000 Austin,Texas 78701 Houston,Texas 77010 The Watson Group, PLLC 4925 Greenville Avenue, Suite 604 Dallas,Texas 75206 CITY OF CORPUS CHRISTI,TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 (WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 IMPROVEMENT AREA#1 PROJECT) Ladies and Gentlemen: We have acted as special counsel to Ashlar Interests, LLC, a Texas limited liability company(the"Developer',in connection with the issuance and sale by the City of Corpus Christi, Texas (the "City`% of$ City of Corpus Christi, Texas, Special Assessment Revenue Bonds, Series 2024(Whitecap Public Improvement District No. 1 Improvement Area 41 Project) (the"Bonds`%pursuant to that certain Indenture of Trust dated as of October 1, 2024 (the "Indenture's, by and between the City and BOKF, NA, as trustee (the "Trustee'. Proceeds from the sale of the Bonds will be used,in part,to fund certain public infrastructure improvements in the development known as "Whitecap Improvement Area#1" (the "Development's located in the City. The Bonds are being sold to FMSbonds, Inc. (the "Underwriter`% pursuant to that certain Bond Purchase Agreement dated October 15, 2024 (the "Bond Purchase Agreement`% between the City and the Underwriter. This opinion is being delivered pursuant to Section 10(d) of the Bond Purchase Agreement. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Bond Purchase Agreement. Appendix D-2-1 In our capacity as special counsel to the Developer, and for purposes of rendering the opinions set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of: (a) The following documents to which the Developer is a parry (collectively, the "Reviewed Documents': (1) the Development Agreement Whitecap North Padre Island, effective as of December 12, 2023, between the City and Ashlar Interests, LLC, a Texas limited liability company; and (2) the PID Reimbursement Agreement Whitecap Public Improvement District No. 1 effective February 20, 2024, executed and delivered by the City and the Developer; and (3) the Development and Management Agreement, effective as of December 6, 2021, amended by a First Amendment to Development & Management Agreement effective as of June 8, 2022, and a Second Amendment to Development & Management Agreement effective as of December 12, 2023, each executed and delivered by Diamond Beach Holdings,LLC a Texas limited liability company (the "Landowner") and the Developer; and (4) the Flow of Funds Agreement, effective as of September 19, 2024, executed and delivered by the Developer and the Landowner; and (5) the Developer's Letter of Representations executed by the Developer as of October 15, 2024; and (6) the Continuing Disclosure Agreement of Developer with respect to the Bonds, dated as of October 1, 2024, executed and delivered by the Developer, P3Works, LLC, as PID Administrator, and BOKF, NA, as Dissemination Agent. (b) The Preliminary Limited Offering Memorandum, dated October 1, 2024, relating to the issuance of the Bonds; and (c) The final Limited Offering Memorandum dated October 15, 2024, relating to the issuance of the Bonds; and (d) Such other documents, records, agreements, and certificates of the Developer as we have deemed necessary or appropriate to render the opinions expressed below. In rendering the opinions expressed below, we have, with your concurrence and without any inquiry or other investigation, made and relied upon the following assumptions: (a) the due authorization, execution and delivery of each of the Reviewed Documents by all parties thereto other than the Developer; (b) the genuineness of all signatures to the Reviewed Documents; (c) the correctness and truthfulness of all the statements of fact contained in the Reviewed Documents; (d) the authenticity of the Reviewed Documents; (e) the conformity to original documents of the Reviewed Documents submitted to us as copies; and (f)the additional assumptions set forth on Exhibit A attached to this letter and the exclusions set forth on Appendix D-2-2 Exhibit B attached to this letter. Our opinions are limited to matters expressly stated herein and no opinion is to be inferred or may be implied beyond the matters expressly stated. In rendering the opinions set forth below,we have also relied upon: (a)the representations and warranties contained in the Reviewed Documents; (b)the resolutions and other documents of the parties to the Reviewed Documents authorizing or approving the Reviewed Documents; (c) the Closing Certificate of the Developer delivered pursuant to the Bond Purchase Agreement; (d) the legal opinion delivered pursuant to the Bond Purchase Agreement by the Watson Law Group, PLLC, corporate counsel to the Developer; and (e) the legal opinion delivered pursuant to the Bond Purchase Agreement by [Miles Risley, City Attorney] (collectively, the "Reliance Materials"). We have not made any independent or other investigation,review,analysis,or inquiry as to any of the facts, matters, circumstances or legal opinions or conclusions contained in the Reviewed Documents or Reliance Materials or the accuracy or completeness thereof. Additionally, we have assumed that none of the Reviewed Documents or Reliance Materials contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements made, in light of the circumstances in which they are made, not misleading. We have not made any examination of any accounting or financial matters, and we express no opinion with respect thereto. The opinions expressed herein are subject to the correctness in understanding that no beneficiary to this opinion letter may rely on this opinion letter to the extent that such beneficiary or its counsel has actual knowledge of any applicable laws, facts, or circumstances which would make any opinion expressed herein incorrect, subject to question, or require further investigation of any laws, facts or circumstances. Whenever our opinion or advice with respect to the existence or absence of facts is indicated to be based on our knowledge, we are referring to the actual knowledge of the Shupe Ventura, PLLC attorneys who have given substantive attention to matters concerning the Developer during the course of our representation of the Developer in connection with the Reviewed Documents, which knowledge has been obtained by such attorneys in their capacity as such. In particular, our response does not include matters known to any attorney of our firm in a capacity other than as special counsel to the Developer. Further,the words "our knowledge,""our actual knowledge" and similar expressions used in this opinion letter are intended to be limited to the actual knowledge of Misty Ventura, Corey Admire, and Roxanne Sheehan of our firm who have been directly involved in representing the Developer. We have not undertaken any independent investigation to determine the existence or absence of such facts, and no inference as to our knowledge concerning such facts should be drawn from the fact that such limited representation has been undertaken by us. Based upon the foregoing, but subject to the assumptions, qualifications, and limitations set forth both above and below, and having due regard for such legal considerations as we deem relevant,we are of the opinion that: 1. The Reviewed Documents constitute legal, valid, and binding obligations of and are enforceable against the Developer in accordance with their respective terms. Appendix D-2-3 2. The execution, delivery, and performance by the Developer of its obligations under the Reviewed Documents do not violate any existing laws of the State of Texas applicable to the Developer or any ordinances of the City applicable to the Developer. 3. No consents or approvals are required from the City, the State of Texas, or any other political subdivision or agency of the State of Texas in connection with the execution, delivery, and performance by the Developer of its obligations under the Reviewed Documents except those consents and approvals: (i) already obtained; (ii)required or described in the express terms of the Reviewed Documents; and (iii) that are necessary for the Developer to perform its obligations under the Reviewed Documents and are ordinarily and customarily required to develop land within the City and to operate the businesses of the Developer that are described in the Reviewed Documents. The foregoing opinions are, with your concurrence, predicated on, limited by and qualified in their entirety by the following: (a) The foregoing opinions are based on and limited to the laws of the State of Texas, and we render no opinion with respect to the federal laws of the United States or to the laws of any other jurisdiction. (b) We express no opinion with respect to the enforceability of provisions of the Reviewed Documents that relate to (i) mediation or arbitration; (ii) limitations or restrictions on, or waiver of, legal or equitable remedies; (iii) indemnity or release; (iv)limitations or restrictions on assignment or transfer of rights, interests or property; (v)the rights or obligations of third parties; (vi)evidentiary standards; (vii)waiver of rights to notice or the obligations of good faith, fair, dealing, diligence or reasonableness; (viii) self-help, subrogation, delay or omission to enforce rights or remedies, contribution or severability; (ix) the availability of specific performance, injunctive relief or any other equitable remedy (regardless of whether such question is considered in a proceeding in equity or at law); (x) fixed, stipulated or liquidated damages; (xi) the making of determinations in the sole and absolute (or similarly described) discretion of a party to the Reviewed Documents; (xii) authorizing any party to exercise any rights other than in accordance with applicable law; (xiii) liability of any party for payment of any amount payable under the Reviewed Documents to the extent such amounts (A) accrue, or are attributable to any period of time,after the termination of any of the Reviewed Documents, (B)allow any other party to recover more than the"benefit of its bargain" or (C) exceed the amount of any parry's actual damages; (xiv) rendering inapplicable any otherwise applicable law (other than those laws which by their terms may be rendered inapplicable); (xv) requiring all amendments, waivers and terminations be in writing or requiring disregard of any course of dealing between the parties; (xvi) establishing any obligation of the parties as absolute or unconditional regardless of the occurrence or non- occurrence or existence or non-existence of any event or other state of facts; (xvii) obligations of the parties by reference to and/or incorporation of any provision of any agreement other than the Reviewed Documents,or that consist of or employ provisions (whether operative or definitional) contained in any such other agreement; (xviii) obligating any parry to take action it has no legal right to take, or to take or not take an action if taking or failing to take the same would constitute, or aid or abet, a Appendix D-2-4 violation of applicable law; (xix) certain agreements of non-signatories, or obligations of signatories with respect to non-signatories or other persons or entities, whether or not signatories, not under the control of such signatories; (xx) selection of venue; (xxi) modifying the time at which any applicable statute of limitation begins to run or at which any cause of action begins to accrue; (xxii) an exemption from any sales or other taxes; (xiii) disclaiming or limiting warranties implied by or required pursuant to law; (xxiv) waiving the defense that an adequate remedy at law exists; and (xxv) waiving any suretyship defenses. (c) The validity, binding effect, and enforceability of the Reviewed Documents may be limited by (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, liquidation, redemption, conservatorship, rearrangement, fraudulent conveyance, or other similar statutes, regulations or laws affecting creditor's rights and remedies generally; (ii) general principles of equity; (iii) judicial discretion; (iv) the exercise by political subdivisions or governmental authorities or corporations acting on their behalf of sovereign or governmental immunity, legislative or governmental powers, police powers,taxing powers, or rights of appropriation; and(v) applicable court decisions relating to a duty or obligation to mitigate damages. (d) We express no opinion regarding the effect of the laws of usury or similar laws regarding interest rate limitations on the provisions of the Reviewed Documents. (e) We express no opinion with respect to the matters described on Exhibit B attached to this letter. (f) The opinions set forth herein are also subject to the qualification that enforceability of the Reviewed Documents may be limited by (i)the provisions of Section 130.002 of the Texas Civil Practice and Remedies Code regarding limitations on indemnifications; (ii) Section 28 of the Texas Property Code regarding prompt payment to contractors and subcontractors; (iii) Section 16.071 of the Texas Civil Practice and Remedies Code regarding the time period for a claimant to give notice of a claim for damages as a condition precedent to the right to sue on a contract; (iv) Section 16.070 of the Texas Civil Practice and Remedies Code regarding permitted contractual limitations on when a claimant may bring suit on a contract; (v) Section 38.02 of the Texas Civil Practice and Remedies Code providing for the notice time period in order for a claimant to recover attorneys' fees; (vi) the"express negligence"and"clear and conspicuous" rules adopted by the Texas Supreme Court, as applied to any indemnity or release provisions in the Reviewed Documents; (vii) Section 35.52 of the Texas Business and Commerce Code; (viii) Section 162.001 et seq. of the Texas Property Code; (ix) Section 302.002 of the Texas Finance Code; (x) Section 28.009 of the Texas Property Code; and (xi) claims of sovereign or governmental immunity by political subdivisions or governmental authorities or corporations acting on their behalf. (g) The opinions expressed herein are based on our consideration of laws of the State of Texas which, in our experience, are normally applicable to transactions of the type described in the Reviewed Documents. Appendix D-2-5 This opinion letter has been rendered solely for the benefit of the addressees named above in connection with the Bond Purchase Agreement and the transactions described therein, and may not be used, circulated, quoted, relied upon or otherwise referred to for any other purpose or by any other person without our prior written consent. A copy of this opinion letter may be delivered by the Underwriter in connection with the issuance of the Bonds, and the Underwriter may rely on the opinions expressed above. This opinion letter does not constitute a warranty or guarantee or an opinion as to matters of fact and should not be construed or relied upon as such. This opinion letter is as of the date hereof only, and we undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth herein. Very truly yours, Appendix D-2-6 EXHIBIT A TO OPINION LETTER ADDITIONAL ASSUMPTIONS In addition to the assumptions contained in the letter to which this Exhibit A is attached, we have, with your concurrence and without any inquiry or other investigation, made and relied upon the following additional assumptions: 1. The legal capacity of all natural persons executing the Reviewed Documents; 2. No undue influence,duress,fraud,or deceit exists with respect to the transactions described in the Reviewed Documents, and there has not been any mutual mistake of fact or misunderstanding with respect to the same; 3. The conduct of the parties to the Reviewed Documents has complied, and will comply, with any requirement of good faith, fair dealing, and conscionability; 4. There are no agreements or understandings, written or oral, among the parties to the Reviewed Documents, and there is no usage or trade or course of prior dealing among the parties to the Reviewed Documents that would,in either case, define, supplement, or qualify the terms of the Reviewed Documents; 5. All statutes and ordinances enacted by an official legislative body were validly enacted and are constitutional, and all rules and regulations promulgated or issued by an official administrative body and not adjudicated invalid or unenforceable are valid and enforceable; 6. All parties to the Reviewed Documents have complied with all legal requirements that are applicable to them to the extent necessary to authorize such parties to enter into the Reviewed Documents and, except as to the Developer,the Reviewed Documents are enforceable against the other parties thereto; 7. There has been no modification of any provision of the Reviewed Documents, and no waiver or release of any right or remedy thereunder; 8. All parties to the Reviewed Documents will act in accordance with, and will refrain from taking any action that is forbidden by, the terms and conditions of the Reviewed Documents; 9. All parties to the Reviewed Documents will obtain all permits and governmental approvals required in the future, and take all actions similarly required,relevant to subsequent consummation of the transactions evidenced by the Reviewed Documents or performance of the Reviewed Documents; and 10. There are no material misstatements in the legal opinions delivered pursuant to the Bond Purchase Agreement by: (i)Norton Rose Fulbright US LLP, Bond Counsel to the City; (ii) [Miles Risley, City Attorney], counsel to the City; (iii) Orrick, Herrington & Sutcliffe, LLP, counsel to the Underwriter; or(iv) Watson Law Group, PLLC, corporate counsel to the Developer. Appendix D-2-7 EXHIBIT B TO OPINION LETTER ADDITIONAL EXCLUSIONS None of the opinions expressed in the letter to which this Exhibit B is attached include any implied opinion unless such implied opinion is both (a) essential to the legal conclusion reached by the express opinions set forth in this letter and (b) based upon prevailing norms and expectations among experienced lawyers in the State of Texas, reasonable in the circumstances. Moreover, unless explicitly addressed in the letter to which this Exhibit B is attached, our opinions do not address any of the following legal issues or the effects thereof on the transactions evidenced by the Bond Purchase Agreement or any other documents prepared, delivered, or executed in connection with the Bonds (the "Bond Documents', and we specifically express no opinion with respect to the Bond Documents related to: I. Federal and State securities laws and regulations administered by the Securities and Exchange Commission and state "Blue Sky"laws and regulations. 2. The compliance or noncompliance by the Underwriter, the Trustee, the City, any party to the Bond Documents, or the purchasers of the Bonds with any federal and state laws or regulations applicable to the transactions evidenced by the Bond Documents; 3. Compliance with fiduciary duty requirements; 4. Decisions, orders,rules,policies, and regulations of any political subdivision, department, agency, organization, or entity of any kind created under or pursuant to federal law and judicial decisions to the extent they deal with any of the foregoing. 5. Title to any asset or property described or referred to in the Bond Documents or the accuracy or sufficiency of its description; 6. The creation, attachment, perfection, priority or enforcement of any lien, security interest or right of offset purported to be granted under the Bond Documents or created by operation of law; 7. The recordation or filing of any Bond Documents or related documents; 8. Federal and state environmental laws and regulations; 9. Federal and state land use and subdivision laws and regulations; 10. Federal and state tax laws and regulations; 11. Federal patent, copyright and trademark, state trademark, and other federal and state intellectual property laws and regulations; 12. Federal and state racketeering laws and regulations(e.g., RICO); 13. Federal and state health and safety laws and regulations (e.g., OSHA); 14. Federal and state labor laws and regulations; Appendix D-2-8 15. Federal and state laws, regulations and policies concerning (i) national and local emergency, (ii)possible judicial deference to acts of sovereign states, and (iii) criminal and civil forfeiture laws; 16. Other federal and state statutes of general application to the extent they provide for criminal prosecution (e.g., mail fraud and wire fraud statutes); and 17. The Bond Purchase Agreement, Indenture, Preliminary Limited Offering Memorandum, final Limited Offering Memorandum, and any other Bond Documents. Appendix D-2-9 APPENDIX D-3 Dy Tema Dykema Gossett PLLC Weston Centre 112 E.Pecan Street,Suite 1800 San Antonio,Texas 78205 WWW.DYKEMA.COM Tel: 210.554.5500 Fax: 210.226.8395 October 31, 2024 City of Corpus Christi FMSbonds,Inc. Point 1201 Leopard Street 5 Cowboys Way, Suite 300-25 Corpus Christi, Texas 78401 Frisco,Texas 75034 Norton Rose Fulbright US LLP BOKF,NA, as Trustee 98 San Jacinto Blvd., Suite 1100 1401 McKinney Street, Suite 1000 Austin,Texas 78701 Houston,Texas 77010 To the Addressees Set Forth Above: We have acted as special counsel to Diamond Beach Holdings, a Texas limited liability company (the "Landowner"), in connection with the issuance and sale by the City of Corpus Christi, Texas (the"City"), of$ City of Corpus Christi, Texas, Special Assessment Revenue Bonds, Series 2024(Whitecap Public Improvement District No. 1 Improvement Area #1 Project) (the"Bonds")pursuant to that certain Indenture of Trust, dated as of October 1, 2024 (the "Indenture"), by and between the City and BOKF,NA, as trustee (the "Trustee"). Proceeds from the sale of the Bonds will be used, in part, to fund certain public infrastructure improvements in the development known as "Whitecap" (the "Development") located in the City. The Bonds are being sold to FMSbonds, Inc. (the "Underwriter"), pursuant to that certain Bond Purchase Agreement, dated as of October 15, 2024 (the "Bond Purchase Agreement"), by and between the City and the Underwriter. This opinion letter is given pursuant to Section 10(d) of the Bond Purchase Agreement. Capitalized terms used but not otherwise defined herein have the meanings given to such terms in the Bond Purchase Agreement. In rendering the opinions set forth below, we have reviewed originals or copies identified to our satisfaction of each of the following documents and instruments: (a) the Landowner Letter of Representations, executed by the Landowner as of October 15, 2024; (b) the Development and Management Agreement, dated as of December 6, 2021, by and between Ashlar Interests, LLC, a Texas limited liability company (the"Developer"), and the D-3-1 4138-8404-1555.4 Landowner, as amended by that certain First Amendment to Development & Management Agreement, dated effective June 8, 2022, and as further amended by that certain Second Amendment to Development& Management Agreement, dated effective December 12, 2023; (c) the Flow of Funds Agreement, dated as of September 19, 2024, by and between the Developer and the Landowner; (d) the Landowner Consent Certificate, dated as of October 15, 2024, issued by the Landowner; (e) the Closing Certificate of Landowner, executed and delivered by the Landowner as of the date hereof, (f) the Preliminary Limited Offering Memorandum, dated September 27, 2024 (the "Preliminary Limited Offering Memorandum"); (g) the Final Limited Offering Memorandum, dated October 15, 2024 (the "Limited Offering Memorandum"); (h) the Certificate of Formation and the Limited Liability Company Agreement of the Landowner, in each case as amended to date (the "Organizational Documents") (i) the records provided to us by the Landowner of actions by the member of the Landowner; 0) Certificate from the Secretary of State of Texas certifying as to the existence of the Landowner in the State of Texas; and (k) such other documents, instruments, and certificates of company and public officials as we have deemed necessary or appropriate for purposes of this opinion letter. The documents listed in clauses (a) through (e) above are referred to herein as the "Transaction Documents."The documents listed in clauses(b)and(c)above are referred to herein as the "Opinion Documents". We have made such investigations of fact and law, examined such documents, obtained such certificates from public officials and officers of the Landowner, and done such other things as we have determined necessary to render this opinion. We have relied on, as to factual matters, the representations of the Landowner and others, and on originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Landowner and such other instruments and other documents as we have deemed appropriate to render this opinion. We have assumed the genuineness of all signatures other than the signatures of officers of the Landowner, and the authenticity of all items submitted to us as originals and the conformity with the originals of all items submitted to us as copies. We have relied on, to the extent that we deem such reliance proper, certificates of public officials and of officials of the Landowner with respect to matters of fact that were not independently established. D-3-2 4138-8404-1555.4 Based upon the foregoing and subject to the limitations, assumptions, qualifications and exceptions set forth herein, we are of the opinion that: 1. The Landowner is a limited liability company,validly existing and in good standing under the laws of the State of Texas. 2. The Landowner has the requisite limited liability company power and authority to execute and deliver each of the Transaction Documents and to perform its obligations thereunder, and all limited liability company action required to be taken by the Landowner to authorize the execution and delivery of each of the Transaction Documents and the performance of its obligations thereunder has been duly and validly taken. 3. The Landowner has duly executed and delivered each of the Transaction Documents. 4. The execution and delivery by the Landowner of the Transaction Documents, and the performance by the Landowner of its obligations thereunder, (a) do not require any approval from or filing with any Governmental Authority (as defined below) other than (i) such as have been obtained or made and are in full force and effect, and(ii) such as are required in the ordinary course of business of the Landowner or the ownership or operation of its respective properties; (b) do not breach or result in a default under any of the existing terms, conditions or provisions of the Organizational Documents; and (c) do not violate any existing Texas or federal statute or regulation. 5. Each of the Opinion Documents constitutes the valid and binding obligation of the Landowner, enforceable against the Landowner in accordance with its terms. 6. To our knowledge, there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending, or threatened in writing, to which the Landowner is or may be a party, (a) that seek to enjoin or obtain damages by reason of the Landowner's execution or delivery of any of the Transaction Documents or the performance by the Landowner of its obligations thereunder; or (b) except as described in the Limited Offering Memorandum, as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to have a material adverse effect. 7. Without assuming any responsibility for the accuracy, completeness or fairness of the statements contained in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum, but on the basis of our assistance in the preparation of those portions of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum described below and our representation of the Landowner,nothing has come to our attention that would lead us to believe that (a) as of the date thereof, the Preliminary Limited Offering Memorandum contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than information permitted to be omitted from the Preliminary Limited Offering Memorandum pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934, as amended; or (b) on the date of the Limited Offering D-3-3 4138-8404-1555.4 Memorandum or the date hereof,the Limited Offering Memorandum contained or contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, the opinions set forth above are limited solely to the information set forth in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum under the captions "PLAN OF FINANCE"(other than the subcaption "The Bonds and the Reimbursement Agreement"), "OVERLAPPING TAXES AND DEBT—Homeowners'Association Dues,""THE IMPROVEMENTAREA#1 IMPROVEMENTS," "THE DEVELOPMENT," 'THE DEVELOPER AND THE LANDOWNER," "LEGAL MATTERS — Litigation — The Developer and the Landowner", and "SOURCES OF INFORMATION — Source of Certain Information", and, in each case, solely as such information pertains to the Landowner, and expressly excludes, without limitation, information to the extent such information pertains to the City, the Bonds, the Indenture, the Trustee and/or the Developer. The opinions expressed above are subject to the following qualifications and limitations: a. The Landowner's Organizational Documents and other constituent documents have been adopted in accordance with all applicable legal requirements. b. All information required to be disclosed in connection with any consent or approval by the members of the Landowner,and all information required to be disclosed in connection with any issue relevant to our opinions,has in fact been fully and fairly disclosed to all persons to whom it is required to be disclosed. C. We express no opinion as to whether any of the Transaction Documents or transactions contemplated therein are subject to the registration, qualification, or other requirements of the Securities Act of 1933, as amended, or the Trust Indenture Act of 1939, as amended, or any other federal or state securities or similar laws. d. Enforceability of the Transaction Documents may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, fraudulent conveyance, or other similar laws now or hereinafter in effect relating to or affecting the rights or remedies of creditors generally; (ii) general principles of equity including, without limitation, concepts of conscionability, materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance, injunctive relief or other equitable remedies, regardless of whether considered in a proceeding in equity or at law; and (iii) the applicability of other laws concerning the enforceability of certain of the remedial and waiver provisions of the Transaction Documents. e. For the purposes of the opinions set forth in Paragraph 1 hereof regarding the good standing of the Landowner in the State of Texas, we have relied exclusively on (i)the Certificates of Fact issued by the Secretary of State of the State of Texas and (ii)the information displayed as of October [e], 2024 with respect to the Landowner on the Franchise Tax Account Status Page of the website of the Office of the Texas Comptroller, including the indication thereon that the Landowner's right to transact business in Texas is "Active," and such opinions D-3-4 4138-8404-1555.4 are not intended to provide any conclusion or assurance beyond that conveyed by such certificates and information. f. We express no opinions herein as to the validity or enforceability of (i) any provisions of the Transaction Documents that purport to establish evidentiary standards; (ii) any provisions relating to choice of law, liquidated damages, waivers, surrenders, subrogation rights, delays or omissions of enforcement of rights or remedies, ratification of future acts, severability, consent judgments, summary proceedings; (iii) any provisions purporting to irrevocably appoint attorneys in fact or other agents; (iv) any provisions that purport to restrict access to, or assertion of, any legal or equitable defenses or remedies; or (v) any provisions purporting to entitle a party to indemnification in respect of any matters arising in whole or in part by reason of any illegal, wrongful, or negligent act or omission of such party. g. This opinion is limited to the laws of the State of Texas and the federal laws of the United States, and we express no opinion as to the laws of any other jurisdiction (including local units of government in Texas). Our opinions are expressed only with respect to laws and regulations (including laws and regulations requiring any consent, approval, waiver, license or authorization or other action by or filing with any governmental authority) known to us that, in our experience, are applicable both to transactions of the type contemplated by the Transaction Documents but without our having made any special investigation concerning any other laws or regulations, and we express no opinion as to the effect of any other laws or regulations.In addition, and without limiting the generality of the foregoing, we express no opinion as to any of the following laws,regulations or other governmental requirements or legal issues: (i)state and federal "blue sky" and securities laws and regulations, including, without limitation, laws and regulations relating to broker-dealer registration and laws and regulations relating to commodity (and other) futures and indices and other similar instruments; (ii) the rules and regulations of the Financial Industry Regulatory Authority,the New York Stock Exchange, or the Federal Reserve Board; (iii) fraudulent transfer and fraudulent conveyance laws and regulations; (iv)tax laws and regulations; (v) laws and regulations of general application to the extent they provide for criminal prosecution (e.g., mail fraud and wire fraud statutes); (vi) the statutes and ordinances, the administrative decisions, and the rules and regulations of counties, towns, municipalities, and special political subdivisions and other local or regional governmental authorities (whether created or enabled through legislative action at the federal, state, or regional level); (vii) environmental, zoning, land use, condominium, cooperative, subdivision, and other development laws and regulations, building codes and laws and regulations concerning access by persons with disabilities; (viii)laws and regulations to which the Landowner or the transactions contemplated by the Transaction Documents may be subject as a result of the Underwriter, the City or the Trustee's legal or regulatory status; (ix) compliance with fiduciary duty requirements; (x) usury laws and regulations; (xi)patent,copyright,trademark, and other intellectual property laws and regulations; (xii) antitrust and unfair competition laws and regulations; (xiii) pension and employee benefit laws and regulations; (xiv)labor laws and regulations; (xv)health and safety laws and regulations; (xvi) racketeering laws and regulations; (xvii) laws and regulations concerning filing and notice requirements (except to the extent expressly set forth in paragraph 4); (xviii)laws and regulations relating to money laundering or terrorism; (xix)laws,regulations and policies concerning national and local emergency; or (xx) any judicial or administrative decisions to the extent they deal with any of the foregoing. D-3-5 4138-8404-1555.4 h. We have assumed that all parties to Transaction Documents (i) are duly organized, validly existing, and in good standing under the laws of their respective jurisdictions of organization; (ii) are duly qualified to transact business, and are in good standing, as foreign entities in all other jurisdictions where they are conducting their businesses or are otherwise required to be so qualified or in good standing; (iii) have full power and authority to execute, deliver, and perform their obligations under such documents; and (iv) have duly authorized, executed, and delivered such documents;provided,however,that we have not relied on any of the assumptions stated in clauses (i), (ii), (iii) or(iv) of this paragraph with respect to the Landowner to the extent that we have expressly rendered an opinion herein as to the matters stated in such clauses. i. The execution, delivery and performance by all parties to the Transaction Documents do not(i)violate or contravene the certificate of incorporation or formation,bylaws or limited liability company agreement or other constituent documents of such parties; (ii) violate any laws applicable to such parties; (iii) conflict with or result in the breach of any document or instrument binding on such parties or any of their properties; or (iv) require any authorization, approval, consent or other action by,or notice to or filing with, any government,any state, or other political subdivision thereof, any agency, authority, court, or other entity exercising executive, legislative,judicial or administrative powers or functions of or pertaining to government(each of the foregoing being referred to herein as a "Governmental Authority"), or any other third party, or, if any such authorization, approval, consent, action,notice or filing is required, it has been duly obtained or made and is in full force and effect; provided, however, that we have not relied upon the assumptions stated in clauses (i), (ii), (iii) or (iv) of this paragraph with respect to the Landowner to the extent that we have expressly rendered an opinion herein as to the matters stated in such clauses. j. Where statements in this opinion are qualified by the term "material," or"material adverse effect," those statements involve judgments and opinions as to materiality or lack of materiality of any matter to the Landowner or its businesses, prospects, assets or financial condition that are entirely those of the Landowner, and its officers and trustees, after having been advised by us as to the legal effect and consequences of such matters. This opinion is limited to the matters stated herein as of the date hereof, and no opinion is to be inferred or may be implied beyond the matters expressly stated herein or as of any other date. References to "our knowledge" or "to the best of our knowledge" are limited to the actual knowledge of the attorneys of our firm who have participated in rendering legal services to the Landowner in connection with its entering into the Transaction Documents and the transactions contemplated thereby. This opinion is solely for the benefit of the parties to whom it is addressed in connection with the transactions contemplated in the Bond Purchase Agreement, and may not be used, relied upon or published by any other person or entity or for any other purpose whatsoever. This opinion is not to be furnished to, quoted by or referred to by any other person or entity without the prior written consent of our firm. Finally, we disclaim any independent undertaking to advise the addressees of any changes or additional information that may be brought to our attention after the date of this opinion that might in any manner affect the opinions stated herein. D-3-6 4138-8404-1555.4 Respectfully submitted, Dykema Gossett PLLC D-3-7 4138-8404-1555.4 APPENDIX E-1 DEVELOPER CLOSING CERTIFICATE Ashlar Interests, LLC, a Texas limited liability company (the "Developer'), DOES HEREBY CERTIFY the following as of the date hereof. All capitalized terms not otherwise defined herein shall have the meaning given to such term in the Limited Offering Memorandum. 1. The Developer is a limited liability company organized, validly existing, and in good standing under the laws of the State of Texas. 2. Representatives of the Developer have provided information to the City of Corpus Christi, Texas (the"City') and FMSbonds, Inc. (the"Underwriter')to be used in connection with the offering by the City of its $ aggregate principal amount of Special Assessment Revenue Bonds, Series 2024 (Whitecap Public Improvement District No. 1 Improvement Area #1 Project) (the "Bonds'), pursuant to the Preliminary Limited Offering Memorandum, dated October 1, 2024 (the "Preliminary Limited Offering Memorandum'), and Limited Offering Memorandum dated October 15,2024(the"Limited Offering Memorandum"). 3. Attached hereto are true, correct, and complete copies of (i) the fully executed copies of the Developer's organizational documents, (ii) a Certificate of Status from the Texas Secretary of State for the Developer, dated within 10 days of the Closing Date,and(iii)verification of franchise tax account status from the Texas Comptroller of Public Accounts for the Developer, dated within 10 days of the Closing Date, and such documents have not been amended or supplemented and are in full force and effect as of the date hereof. 4. The Developer has delivered to the Underwriter and the City a (i) Certificate of Status from the Texas Secretary of State, and(ii) verification of franchise tax account status from the Texas Comptroller of Public Accounts for the Developer. 5. The Developer has executed and delivered each of the below listed documents (individually, a "Developer Document" and collectively, the "Developer Documents') in the capacity provided for in each such Developer Document, and each such Developer Document constitutes a valid and binding obligation of the Developer, enforceable against the Developer in accordance with its terms: (a) the Developer's Letter of Representations dated October 15,2024; and (b) the Development Agreement Whitecap North Padre Island, effective as of December 12, 2023, executed and delivered by the City and the Developer; and (c) the PID Reimbursement Agreement Whitecap Public Improvement District No. 1, effective February 20, 2024, executed and delivered by the City and the Developer; and (d) the Development and Management Agreement, effective as of December 6, 2021, executed and delivered by the Developer and Diamond Beach Holdings, LLC a Appendix E-1-1 Texas limited liability company (the "Landowner"), as amended by that certain First Amendment to Development&Management Agreement,dated effective June 8,2022, and as further amended by that certain Second Amendment to Development & Management Agreement, dated effective December 12, 2023; and (e) the Flow of Funds Agreement, effective as of September 19, 2024, executed and delivered by the Developer and the Landowner; and (f) the Continuing Disclosure Agreement of Developer with respect to the Bonds, dated as of October 1, 2024, executed and delivered by the Developer, P3Works, LLC, as Administrator, and BOKF,NA, as Dissemination Agent. 6. The representations and warranties of the Developer contained in the Developer Documents are true and correct in all material respects on and as of the date hereof. 7. The Developer has complied in all material respects with all of the Developer's agreements and covenants and satisfied all conditions required to be complied with or satisfied by the Developer under the Developer Documents on or prior to the date hereof. 8. The execution and delivery of the Developer Documents by the Developer does not violate any judgment, order,writ,injunction or decree binding on the Developer or any indenture, agreement, or other instrument to which the Developer is a party. There are no proceedings pending or threatened in writing before any court or administrative agency against the Developer that is either not covered by insurance or which singularly or collectively would have a material, adverse effect on the ability of the Developer to perform its obligations under the Developer Documents in all material respects or that would reasonably be expected to prevent or prohibit the development of the District in accordance with the description thereof in the Limited Offering Memorandum. 9. The Developer has reviewed and approved the information contained in the Preliminary Limited Offering Memorandum in the maps included therein and under the captions and subcaptions "PLAN OF FINANCE" (except for the information under the subcaption"—The Bonds and the Reimbursement Agreement"), "OVERLAPPING TAXES AND DEBT — Homeowners' Association Dues," "THE IMPROVEMENT AREA 91 IMPROVEMENTS," "THE DEVELOPMENT," and "THE DEVELOPER AND THE LANDOWNER" (only as it pertains to the Developer)and,to the Developer's knowledge after due inquiry,under the captions "BONDHOLDERS' RISKS" (only as it pertains to the Developer, the Improvement Area #1 Improvements, and the Development,as defined in the Limited Offering Memorandum), "LEGAL MATTERS — Litigation — The Developer and the Landowner" (only as it pertains to the Developer), "CONTINUING DISCLOSURE — The Developer" and "— The Developer's Compliance with Prior Undertakings," "SOURCES OF INFORMATION — Source of Certain Information," and "APPENDIX E-2—Form of Continuing Disclosure Agreement of Developer," "APPENDIX F—Development Agreement," "APPENDIX G—Reimbursement Agreement," and "APPENDIX H — Design Guidelines" (collectively, the "Developer Disclosures") and certifies that the information contained in the Developer Disclosures does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading,as of the date of the Preliminary Limited Offering Memorandum and as of the date of Appendix E-1-2 the Limited Offering Memorandum; provided, however, that the foregoing certification is not a certification as to the accuracy, completeness or fairness of any of the other statements contained in the Preliminary Limited Offering Memorandum. 10. The Developer has reviewed and approved the information contained in the Developer Disclosures in the Limited Offering Memorandum and certifies that the same is true and correct and does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein,in the light of the circumstances under which they are made, not misleading, as of the date of the Limited Offering Memorandum and as of the date hereof, provided, however, that the foregoing certification is not a certification as to the accuracy, completeness or fairness of any of the other statements contained in the Limited Offering Memorandum. 11. To the Developer's knowledge, the Developer is in compliance in all material respects with all provisions of applicable law relating to the Developer in connection with the Development. Except as otherwise described in the Limited Offering Memorandum: (a) to the Developer's knowledge, there is no default of any zoning condition, land use permit or development agreement binding upon the Developer or any portion of the Development that would materially and adversely affect the Developer's ability to complete or cause to be completed the development of the property within Improvement Area 91 of the District as described in the Limited Offering Memorandum; and(b)the Developer has no reason to believe that any additional permits, consents, and licenses required to complete the development of the property within Improvement Area 91 of the District as and in the manner described in the Limited Offering Memorandum will not be reasonably obtainable in due course. 12. The Developer is not insolvent and has not made an assignment for the benefit of creditors, filed, or consented to a petition in bankruptcy,petitioned or applied(or consented to any third-parry petition or application) to any tribunal for the appointment of a custodian, receiver or any trustee or commenced any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction. 13. The Developer is not in default under any mortgage,trust indenture, lease, or other instrument to which it or any of its assets is subject, which default would have a material and adverse effect on the Bonds or the Developer's ability to perform its obligations under the Developer Documents. 14. The Developer has no knowledge of any physical condition of the Development owned or to be developed by the Developer that currently requires, or currently is reasonably expected to require in the process of development investigation or remediation under any applicable federal, state, or local governmental laws or regulations relating to the environment in any material and adverse respect. 15. The Developer hereby verifies that it does not to knowingly employ any undocumented workers and, if convicted of a violation under 8 U.S.C. Section 1324a(f), the Developer shall repay the incentives granted herein within 120 days after the date the Developer is notified by the City of such violation, plus interest at the rate of six percent(6%) compounded annually from the date of violation until paid. Pursuant to Section 2264.101(c), Texas Appendix E-1-3 Government Code, a business is not liable for a violation of Chapter 2264 by a subsidiary, affiliate, or franchisee of the business, or by a person with whom the business contracts. 16. The Developer makes the following representations and covenants pursuant to Chapters 2252, 2271, 2274, and 2276, Texas Government Code, as heretofore amended (the "Government Code"). As used in such verifications, "affiliate" means 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 verification during the term of the Bond Purchase Agreement shall survive until barred by the applicable statute of limitations and shall not be liquidated or otherwise limited by any provision of the Bond Purchase Agreement, notwithstanding anything in the Bond Purchase Agreement to the contrary. (i) Not a Sanctioned Company. 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, Government Code. 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. (ii) 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 the Bond Purchase Agreement. As used in the foregoing verification, "boycott Israel"has the meaning provided in Section 2271.001, Government Code. (iii) No Discrimination Against Firearm Entities. 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 the Bond Purchase Agreement. As used in the foregoing verification, "discriminate against a firearm entity or firearm trade association" has the meaning provided in Section 2274.001(3), Government Code. (iv) No Boycott of Energy 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 the Bond Purchase Agreement. As used in the foregoing verification, "boycott energy companies" has the meaning provided in Section 2276.001(1), Government Code. Appendix E-1-4 Dated: October 31,2024 DEVELOPER: Ashlar Interests,LLC, a Texas limited liability company By: Name: Title: Appendix E-1-5 4138-8404-1555.4 APPENDIX E-2 LANDOWNER CLOSING CERTIFICATE Diamond Beach Holdings, LLC, a Texas limited liability company (the "Landowner'), DOES HEREBY CERTIFY the following as of the date hereof. All capitalized terms not otherwise defined herein shall have the meaning given to such term in the Limited Offering Memorandum (defined below). 1. The Landowner is a limited liability company organized, validly existing and in good standing under the laws of the State of Texas. 2. Representatives of the Landowner have provided information to the City of Corpus Christi, Texas (the"City') and FMSbonds, Inc. (the"Underwriter)to be used in connection with the offering by the City of its $ aggregate principal amount of Special Assessment Revenue Bonds, Series 2024 (Whitecap Public Improvement District No. 1 Improvement Area 91 Project) (the "Bonds'), pursuant to the Preliminary Limited Offering Memorandum, dated October 1, 2024 (the "Preliminary Limited Offering Memorandum'), and Limited Offering Memorandum dated October 15,2024(the"Limited Offering Memorandum"). 3. Attached hereto are true, correct, and complete copies of (i) the fully executed copies of the Landowner's organizational documents, (ii) a Certificate of Status from the Texas Secretary of State for the Landowner, dated within 10 days of the Closing Date, and (iii) verification of franchise tax account status from the Texas Comptroller of Public Accounts for the Landowner, dated within 10 days of the Closing Date,and such documents have not been amended or supplemented and are in full force and effect as of the date hereof. 4. The Landowner has delivered to the Underwriter and the City a (i) Certificate of Status from the Texas Secretary of State, and(ii) verification of franchise tax account status from the Texas Comptroller of Public Accounts for the Landowner. 5. The Landowner has executed and delivered each of the below listed documents (individually, a"Landowner Document"and collectively,the"Landowner Documents')in the capacity provided for in each such Landowner Document, and each such Landowner Document constitutes a valid and binding obligation of the Landowner, enforceable against the Landowner in accordance with its respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or other similar laws relating to the enforcement of creditors' rights generally and by general equitable purposes: (a) the Landowner's Letter of Representations dated October 15, 2024; and (b) the Development and Management Agreement, dated as of December 6, 2021, by and between Ashlar Interests, LLC, a Texas limited liability company (the "Developer') and the Landowner, as amended by that certain First Amendment to Development & Management Agreement, dated effective June 8, 2022, and as further amended by that certain Second Amendment to Development&Management Agreement, dated effective December 12, 2023; Appendix E-2-6 (c) the Flow of Funds Agreement, dated as of September 19, 2024, by and between the Developer and the Landowner; and (d) the Landowner Consent Certificate dated as of October 15,2024. 6. The Landowner owned all of the Improvement Area #1 Assessed Property (as defined in the Service and Assessment Plan)located in the District on the date that the Assessment Ordinance was adopted and is not an entity that may claim a homestead right under Texas law. 7. The representations and warranties of the Landowner contained in the Landowner Documents are true and correct in all material respects on and as of the date hereof. 8. The Landowner complied in all material respects with all of the Landowner's agreements and covenants and satisfied all conditions required to be complied with or satisfied by the Landowner under the Landowner Documents on or prior to the date hereof. 9. The execution and delivery of the Landowner Documents by the Landowner does not violate any judgment, order, writ, injunction or decree binding on the Landowner or any indenture, agreement, or other instrument to which the Landowner is a party. There are no proceedings pending or threatened in writing before any court or administrative agency against the Landowner that are either not covered by insurance or which singularly or collectively would have a material, adverse effect on the ability of the Landowner to perform its obligations under the Landowner Documents in all material respects or that would reasonably be expected to prevent or prohibit the development of the District in accordance with the description thereof in the Limited Offering Memorandum. 10. The Landowner has reviewed and approved the information contained in the Preliminary Limited Offering Memorandum in the maps included therein and under the captions and subcaptions "PLAN OF FINANCE" (except for the information under the subcaption"—The Bonds and the Reimbursement Agreement"), "OVERLAPPING TAXES AND DEBT — Homeowners' Association Dues," "THE IMPROVEMENT AREA 91 IMPROVEMENTS," "THE DEVELOPMENT," and "THE DEVELOPER AND THE LANDOWNER," and, to the Landowner's knowledge after due inquiry,under the captions"BONDHOLDERS' RISKS" (only as it pertains to the the Improvement Area#1 Improvements, and the Development, as defined in the Limited Offering Memorandum), "LEGAL MATTERS —Litigation—The Developer and the Landowner," "SOURCES OF INFORMATION — Source of Certain Information," and "APPENDIX H—Design Guidelines," in each case solely to the extent such information pertains to the Landowner, and expressly excludes, without limitation, information to the extent such information pertains to the City, the Bonds, the Indenture, the Trustee, and/or the Developer (collectively, the "Landowner Disclosures") and certifies that the information contained in the Landowner Disclosures does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made,not misleading,as of the date of the Preliminary Limited Offering Memorandum and as of the date of the Limited Offering Memorandum; provided, however, that the foregoing certification is not a certification as to the Appendix E-2-7 accuracy, completeness or fairness of any of the other statements contained in the Preliminary Limited Offering Memorandum. 11. The Landowner has reviewed and approved the information contained in the Landowner Disclosures in the Limited Offering Memorandum and certifies that the same is true and correct and does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein,in the light of the circumstances under which they are made,not misleading, as of the date of the Limited Offering Memorandum and as of the date hereof, provided, however, that the foregoing certification is not a certification as to the accuracy, completeness or fairness of any of the other statements contained in the Limited Offering Memorandum. 12. To the Landowner's knowledge, the Landowner is in compliance in all material respects with all provisions of applicable law relating to the Landowner in connection with the Development. Except as otherwise described in the Limited Offering Memorandum: (a) to the Landowner's knowledge, there is no default of any zoning condition, land use permit or development agreement binding upon the Landowner or any portion of the Development that would materially and adversely affect the Landowner's ability to complete or cause to be completed the development of the property within the District as described in the Limited Offering Memorandum; and (b) the Landowner has no reason to believe that any additional permits, consents and licenses required to complete the development of the property within the District as and in the manner described in the Limited Offering Memorandum will not be reasonably obtainable in due course. 13. The Landowner is not insolvent and has not made an assignment for the benefit of creditors, filed, or consented to a petition in bankruptcy,petitioned or applied(or consented to any third-party petition or application) to any tribunal for the appointment of a custodian, receiver or any trustee or commenced any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction. 14. The levy of the Improvement Area 91 Assessments on property in Improvement Area 91 owned by the Landowner will not conflict with or constitute a breach of or default under any agreement, mortgage, deed of trust, indenture, or other instrument to which the Landowner is a party or to which the Landowner or any of its property or assets is subject. 15. The Landowner is not in default under any mortgage,trust indenture,lease, or other instrument to which it or any of its assets is subject, which default would have a material and adverse effect on the Bonds or the Landowner's ability to perform its obligations under the Landowner Documents. 16. The Landowner has no knowledge of any physical condition of the Development owned or to be developed by the Landowner that currently requires, or currently is reasonably expected to require in the process of development investigation or remediation under any applicable federal, state, or local governmental laws or regulations relating to the environment in any material and adverse respect. Appendix E-2-8 Dated: October 31,2024 LANDOWNER: Diamond Beach Holdings, LLC, a Texas limited liability company By: Name: Title: Appendix E-2-9 APPENDIX F LETTERHEAD OF INTEGRA REALTY RESOURCES—DALLAS 12024 City of Corpus Christi,Texas FMSbonds,Inc. 1201 Leopard Street 5 Cowboys Way, Suite 300-25 Corpus Christi,Texas 78401 Frisco,Texas 75034 Norton Rose Fulbright US LLP BOKF,NA, as Trustee 98 San Jacinto Blvd., Suite 1100 1401 McKinney Street, Suite 1000 Austin,Texas 78701 Houston,Texas 77010 Re: City of Corpus Christi, Texas, Special Assessment Revenue Bonds, Series 2024 (Whitecap Public Improvement District No. 1 Improvement Area 91 Project) (the "Bonds") Ladies and Gentlemen: The undersigned, an authorized representative of Integra Realty Resources — Dallas (the "Appraiser"), the appraiser of the undeveloped property contained in Whitecap Public Improvement District No. 1 (the "District"), does hereby represent the following: 1. The Appraiser has supplied certain information contained in the Preliminary Limited Offering Memorandum for the Bonds, dated October 1, 2024, and the Limited Offering Memorandum for the Bonds, dated October 15, 2024 (together, the "Limited Offering Memorandum"), relating to the issuance of the Bonds by the City of Corpus Christi, Texas, as described above. The information the Appraiser provided for the Limited Offering Memorandum is the real estate appraisal of the property in the District, located in APPENDIX I to the Limited Offering Memorandum, and the description thereof, set forth under the caption "APPRAISAL." 2. To the best of my professional knowledge and belief, as of the date of my appraisal report, the portion of the Limited Offering Memorandum described above does not contain an untrue statement of a material fact as to the information and data set forth therein and does not omit to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made,not misleading. 3. Appraiser agrees to the inclusion of the Appraisal in the Limited Offering Memorandum and the use of its name in the Limited Offering Memorandum for the Bonds. 4. Appraiser agrees that, to the best of its ability, it will inform you immediately should it learn of any event(s) or information of which you are not aware subsequent to the date of this letter and prior to the actual time of delivery of the Bonds (anticipated to occur on or about October 31, 2024) which would render any such information in the Limited Offering F-1 4138-8404-1555.4 Memorandum untrue,incomplete, or incorrect, in any material fact or render any statement in the Appraisal materially misleading. F-2 4138-8404-1555.4 5. The undersigned hereby represents that he or she has been duly authorized to execute this letter of representations. Sincerely yours, INTEGRA REALTY RESOURCES — DALLAS By: Its: F-3 4138-8404-1555.4 APPENDIX G LETTERHEAD OF P3WORKS,LLC 12024 City of Corpus Christi,Texas FMSbonds,Inc. 1201 Leopard Street 5 Cowboys Way, Suite 300-25 Corpus Christi,Texas 78401 Frisco, Texas 75034 Norton Rose Fulbright US LLP BOKF,NA, as Trustee 98 San Jacinto Blvd., Suite 1100 1401 McKinney Street, Suite 1000 Austin,Texas 78701 Houston,Texas 77010 Re: City of Corpus Christi, Texas, Special Assessment Revenue Bonds, Series 2024 (Whitecap Public Improvement District No. 1 Improvement Area 91 Project) (the "Bonds") Ladies and Gentlemen: The undersigned, an authorized representative of P3Works, LLC ("P3Works", "we" or "our"),consultant in connection with the creation by the City of Corpus Christi,Texas(the"City"), of Whitecap Public Improvement District No. 1 (the "District"), does hereby represent the following: 1. P3Works has supplied certain information contained in the Preliminary Limited Offering Memorandum for the Bonds, dated October 1, 2024, and the final Limited Offering Memorandum for the Bonds, dated October 15, 2024 (together, the "Limited Offering Memorandum"), relating to the issuance of the Bonds by the City, as described above. The information P3Works provided for the Limited Offering Memorandum is located (a) under the captions "ASSESSMENT PROCEDURES," and "THE ADMINISTRATOR" and (b) in the Service and Assessment Plan (the "SAP") for the City located in APPENDIX C to the Limited Offering Memorandum. 2. To our professional knowledge and belief, the portions of the Limited Offering Memorandum described above do not contain an untrue statement of a material fact as to the information and data set forth therein and does not omit to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. 3. We agree to the inclusion of the SAP in the Limited Offering Memorandum and to the use of our name in the Limited Offering Memorandum for the Bonds. 4. We agree that,to the best of our ability,we will inform you immediately should we learn of any event(s) or information of which you are not aware subsequent to the date of this letter and prior to the actual time of delivery of the Bonds (anticipated to occur on or about October 31, 2024) which would render any such information in the Limited Offering Memorandum untrue, incomplete,or incorrect,in any material fact or render any such information materially misleading. G-1 4138-8404-1555.4 5. The undersigned hereby represents that he or she has been duly authorized to execute this letter of representation. Sincerely yours, P3WORKS, LLC By: Its: G-2 4138-8404-1555.4 EXHIBIT C CONTINUING DISCLOSURE AGREEMENT 139198996.6/1001186793 C-1 CITY OF CORPUS CHRISTI,TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 (WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 IMPROVEMENT AREA #1 PROJECT) CONTINUING DISCLOSURE AGREEMENT OF ISSUER This Continuing Disclosure Agreement of Issuer, dated as of October 1, 2024 (this "Disclosure Agreement"), is executed and delivered by and among the City of Corpus Christi, Texas (the "Issuer"), P3Works, LLC (the "Administrator"), and BOKF, NA, acting solely in its capacity as dissemination agent (the "Dissemination Agent"), with respect to the Issuer's "Special Assessment Revenue Bonds, Series 2024 (Whitecap Public Improvement District No. 1 Improvement Area #1 Project)" (the "Bonds"). The Issuer, the Administrator, and the Dissemination Agent covenant and agree as follows: SECTION 1 . Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Issuer, the Administrator, and the Dissemination Agent for the benefit of the Owners (defined below)and beneficial owners of the Bonds. Unless and until a different filing location is designated by the MSRB (defined below) or the SEC (defined below), all filings made by the Dissemination Agent pursuant to this Disclosure Agreement shall be filed with the MSRB through EMMA (defined below). SECTION 2. Definitions. In addition to the definitions set forth above and in the Indenture of Trust dated as of October 1, 2024, relating to the Bonds (the "Indenture"), which apply to any capitalized term used in this Disclosure Agreement, including the Exhibits hereto, the following capitalized terms shall have the following meanings: "Additional Obligations" shall have the meaning assigned to such term in the Indenture. "Administrator" shall have the meaning assigned to such term in the Indenture. The initial Administrator is P3Works, LLC. "Annual Collection Costs"shall have the meaning assigned to such term in the Indenture. "Annual Collections Report" shall mean any Annual Collections Report provided by the Issuer pursuant to, and as described in, Section 5 of this Disclosure Agreement. "Annual Collections Report Filing Date"shall mean, for each Fiscal Year succeeding the reporting Fiscal Year, the date that is three (3) months after the Final Assessment Payment Date, which Annual Collections Report Filing Date is currently April 30. "Annual Financial Information" shall mean annual financial information as such term is used in paragraph (b)(5)(i) of the Rule and specified in subsection 4(a) of this Disclosure Agreement. "Annual Installment" shall have the meaning assigned to such term in the Indenture. "Annual Issuer Report" shall mean any Annual Issuer Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. 4130-9653-5375.4 "Annual Issuer Report Filing Date" shall mean, for each Fiscal Year, the date that is six (6) months after the end of the Issuer's Fiscal Year, which Annual Issuer Report Filing Date is currently March 31. "Annual Service Plan Update" shall have the meaning assigned to such term in the Indenture. "Assessments" shall have the meaning assigned to such term in the Indenture. "Business Day" shall have the meaning assigned to such term in the Indenture. "Collections Reporting Date" shall mean, for each Tax Year, the date that is one (1) month after the Delinquency Date, which Collections Reporting Date is currently March 1. "Delinquency Date" shall mean February 1 of the year following the year in which the Assessments were billed or as may be otherwise defined in Section 31.02 of the Texas Tax Code, as amended. "Developer" shall mean Ashlar Interests, LLC, a Texas limited liability company, and its designated successors and assigns. "Disclosure Agreement of Developer" shall mean the Continuing Disclosure Agreement of Developer relating to the Bonds, dated as of October 1, 2024, executed and delivered by the Developer, the Administrator, and the Dissemination Agent. "Disclosure Representative" shall mean the Finance Director or City Manager of the Issuer or his or her designee or such other officer or employee as the Issuer may designate in writing to the Dissemination Agent from time to time. "Dissemination Agent" shall mean BOKF, NA, acting solely in its capacity as dissemination agent, or any successor Dissemination Agent designated in writing by the Issuer and which has filed with the Trustee a written acceptance of such designation. "District" shall mean Whitecap Public Improvement District No. 1. "EMMA" shall mean the Electronic Municipal Market Access System currently available on the internet at http://emma.msrb.org. "Final Assessment Payment Date" shall mean the calendar day preceding the Delinquency Date. "Financial Obligation" shall mean a (a) debt obligation; (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or(c) guarantee of a debt obligation or any such derivative instrument; provided that "financial obligation" shall not include municipal securities (as defined in the Securities Exchange Act of 1934, as amended) as to which a final official statement(as defined in the Rule)has been provided to the MSRB consistent with the Rule. "Fiscal Year" shall mean the Issuer's fiscal year, currently the twelve-month period from October 1 through September 30. 2 4130-9653-5375.4 "Improvement Area #1" shall have the meaning assigned to such term in the Indenture. "Listed Events" shall mean any of the events listed in subsection 6(a) of this Disclosure Agreement. "MSRB" shall mean the Municipal Securities Rulemaking Board or any other entity designated or authorized by the SEC to receive continuing disclosure reports pursuant to the Rule. "Outstanding" shall have the meaning assigned to such term in the Indenture. "Owner" shall have the meaning assigned to such term in the Indenture. "Prepayment" shall have the meaning assigned to such term in the Indenture. "Rule"shall mean Rule 15c2-12 adopted by the SEC under the Securities Exchange Act of 1934, as the same may be amended from time to time. "SEC" shall mean the United States Securities and Exchange Commission. "Service and Assessment Plan" shall have the meaning assigned to such term in the Indenture. "Tax Year"means the calendar year, or as may be otherwise defined in Section 1.04 of the Texas Tax Code, as amended. "Trust Estate" shall have the meaning assigned to such term in the Indenture. "Trustee" shall have the meaning assigned to such term in the Indenture. SECTION 3. Provision of Annual Issuer Reports. (a) For each Fiscal Year, commencing with the Fiscal Year ending September 30, 2025, the Issuer shall cause, pursuant to written direction, and hereby directs the Dissemination Agent to provide or cause to be provided to the MSRB, in the electronic or other format required by the MSRB, not later than the Annual Issuer Report Filing Date, an Annual Issuer Report provided to the Dissemination Agent which is consistent with the requirements of and within the time periods specified in Section 4 of this Disclosure Agreement. The Annual Issuer Report may, but is not required to, include the Audited Financial Statements and the failure to include the audited financial statements as a part of the Annual Issuer Report shall not violate the Issuer's obligations under this Disclosure Agreement provided the Issuer provides its audited financial statements within twelve (12) months of the most recently ended Fiscal Year or, if the audited financial statements are not available within such twelve-month period, the Issuer provides unaudited financial statements within such twelve-month period, and provides audited financial statements when and if available. In each case, the Annual Issuer Report may be submitted as a single document or as separate documents comprising a package and may include by reference other information as provided in Section 4 of this Disclosure Agreement. If the Issuer's Fiscal Year changes, it shall file notice of such change (including the date of the new Fiscal Year)with the MSRB prior to the next Annual Issuer Report Filing Date. All documents provided to the MSRB shall be accompanied by identifying information as prescribed by the MSRB. 3 4130-9653-5375.4 Not later than ten (10) days prior to the Annual Issuer Report Filing Date, the Issuer shall provide the Annual Issuer Report to the Dissemination Agent together with written direction to file such Annual Issuer Report with the MSRB. The Dissemination Agent shall provide such Annual Issuer Report to the MSRB not later than ten (10) days from receipt of such Annual Issuer Report from the Issuer, but in no event later than the Annual Issuer Report Filing Date for such Fiscal Year. If by the fifth (5t") day before the Annual Issuer Report Filing Date the Dissemination Agent has not received a copy of the Annual Issuer Report, the Dissemination Agent shall contact the Disclosure Representative in writing (which may be by e-mail)to remind the Issuer of its undertaking to provide the applicable Annual Issuer Report pursuant to this subsection (a). Upon such reminder, the Disclosure Representative shall either (i) provide the Dissemination Agent with an electronic copy of the Annual Issuer Report no later than two (2) Business Days prior to the Annual Issuer Report Filing Date, or (ii) instruct the Dissemination Agent in writing that the Issuer will not be able to provide the Annual Issuer Report by the Annual Issuer Report Filing Date, state the date by which the Annual Issuer Report for such year will be provided, and instruct the Dissemination Agent to immediately send a notice to the MSRB in substantially the form attached as Exhibit A; provided, however, that in the event the Disclosure Representative is required to act under either (i) or (ii) described above, the Dissemination Agent still must file the Annual Issuer Report or the notice of failure to file, as applicable, to the MSRB no later than the Annual Issuer Report Filing Date; provided further, however, that in the event the Disclosure Representative fails to act under either (i) or (ii) described above, the Dissemination Agent shall file a notice of failure to file no later than the last Business Day prior to the Annual Issuer Report Filing Date; or the Issuer will notify the Dissemination Agent in writing that the Issuer will provide or cause to be provided the Annual Issuer Report to the MSRB through alternate means. If the Issuer so notifies the Dissemination Agent, the Issuer will provide the Dissemination Agent with a written report certifying that the Annual Issuer Report has been provided to the MSRB pursuant to this Disclosure Agreement, stating the date it was provided and that it was filed with the MSRB prior to the second (2nd) Business Day prior to the Annual Issuer Report Filing Date. In the vent the Issuer fails to provide the Dissemination Agent with such a report, the Dissemination Agent shall file a notice of failure to file no later than the last Business Day prior to the applicable Annual Issuer Report Filing Date. (b) The Issuer shall or shall cause the Dissemination Agent pursuant to written direction to: (i) determine the filing address or other filing location of the MSRB each year prior to filing the Annual Issuer Report; and (ii) file the Annual Issuer Report containing or incorporating by reference the information set forth in Section 4 hereof. (c) If the Issuer has provided the Dissemination Agent with the completed Annual Issuer Report and the Dissemination Agent has filed such Annual Issuer Report with the MSRB, then the Dissemination Agent shall provide written confirmation to the Issuer verifying that the Annual Issuer Report has been provided pursuant to this Disclosure Agreement, stating the date it was provided and that it was filed with the MSRB, which report shall include a filing receipt from the MSRB. SECTION 4. Content and Timing of Annual Issuer Reports. The Annual Issuer Report for the Bonds shall contain or incorporate by reference, and the Issuer agrees to provide or cause to be provided to the Dissemination Agent to file by the Annual Issuer Report Filing Date, the following: 4 4130-9653-5375.4 (a) Annual Financial Information. The following Annual Financial Information (any or all of which may be unaudited): (i) Tables setting forth the following information, as of the end of such Fiscal Year: (A) For the Bonds, the maturity date(s), the interest rate(s), the original aggregate principal amount(s), the principal amount(s) remaining Outstanding, and the total interest amount due on the aggregate principal amount Outstanding,- (B) The amounts in the funds and accounts securing the Bonds and a description of the related investments; (C) The assets and liabilities of the Trust Estate. (ii) Financial information and operating data with respect to the Issuer of the general type and in substantially similar form to that shown in the tables provided under Sections 4(a)(ii) of Exhibit B attached hereto. Such information shall be provided as of the end of the reporting Fiscal Year; (iii) Any updates to the Service and Assessment Plan, including the Annual Service Plan Update; (iv) A description of any amendment to this Disclosure Agreement and a copy of any restatements to the Issuer's audited financial statements during such Fiscal Year. (b) Audited Financial Statements. The audited financial statements of the Issuer for the most recently ended Fiscal Year, prepared in accordance with generally accepted accounting principles applicable from time to time to the Issuer and that have been audited by an independent certified public accountant, but only if available by the Annual Issuer Report Filing Date. If the audited financial statements of the Issuer are not available within twelve months after the end of the Fiscal Year, the Issuer shall provide notice that the audited financial statements are not available, file unaudited financial statements within such twelve-month period, and file audited financial statements when prepared and available. (c) A form for submitting the information described in subsection 4(a) above is attached as Exhibit B hereto. Any or all of the items listed above may be included by specific reference to other documents, including disclosure documents of debt issues of the Issuer, which have been submitted to and are publicly accessible from the MSRB. If the document included by reference is a final offering document, it must be available from the MSRB. The Issuer shall clearly identify each such other document so included by reference. The Administrator, and if no Administrator is designated, Issuer's staff, shall prepare the Annual Financial Information. In all cases, the Issuer shall have the sole responsibility for the content, design, and other elements comprising substantive contents of the Annual Issuer Reports under this Section 4. 5 4130-9653-5375.4 SECTION 5. Annual Collections Report. (a) For each Fiscal Year succeeding the reporting Fiscal Year, the Issuer shall cause, pursuant to written direction, and hereby directs the Dissemination Agent to provide or cause to be provided to the MSRB, in the electronic or other format required by the MSRB, not later than the Annual Collections Report Filing Date, an Annual Collections Report provided to the Dissemination Agent which complies with the requirements specified in this Section 5; provided that the Issuer may provide the Annual Collections Report as part of the Annual Issuer Report, if such Annual Collections Report is available when the Annual Issuer Report is provided to the MSRB. All documents provided to the MSRB shall be accompanied by identifying information as prescribed by the MSRB. Not later than ten (10) days prior to the Annual Collections Report Filing Date, the Issuer shall provide the Annual Collections Report to the Dissemination Agent together with written direction to file such Annual Collections Report with the MSRB. The Dissemination Agent shall provide such Annual Collections Report to the MSRB not later than ten (10) days from receipt of such Annual Collections Report from the Issuer, but in no event later than the Annual Collections Report Filing Date. If by the fifth (5t") day before the Annual Collections Report Filing Date the Dissemination Agent has not received a copy of the Annual Collections Report, the Dissemination Agent shall contact the Disclosure Representative in writing (which may be by e-mail)to remind the Issuer of its undertaking to provide the applicable Annual Collections Report pursuant to this subsection (a). Upon such reminder, the Disclosure Representative shall either (i) provide the Dissemination Agent with an electronic copy of the Annual Collections Report no later than two (2) Business Days prior to the Annual Collections Report Filing Date, or (ii) instruct the Dissemination Agent in writing that the Issuer will not be able to provide the Annual Collections Report by the Annual Collections Report Filing Date, state the date by which the Annual Collections Report for such year will be provided, and instruct the Dissemination Agent to immediately send a notice to the MSRB in substantially the form attached as Exhibit A hereto; provided, however, that in the event the Disclosure Representative is required to act under either (i) or (ii) described above, the Dissemination Agent still must file the Annual Collections Report or the notice of failure to file, as applicable, to the MSRB no later than the Annual Collections Report Filing Date; provided further, however, that in the event the Disclosure Representative fails to act under either (i) or (ii) described above, the Dissemination Agent shall file a notice of failure to file no later than the last Business Day prior to the Annual Collections Report Filing Date; or the Issuer will notify the Dissemination Agent in writing that the Issuer will provide or cause to be provided the Annual Collections Report to the MSRB through alternate means. If the Issuer so notifies the Dissemination Agent, the Issuer will provide the Dissemination Agent with a written report certifying that the Annual Collections Report has been provided to the MSRB pursuant to this Disclosure Agreement, stating the date it was provided and that it was filed with the MSRB prior to the second (2nd) Business Day prior to the Annual Collections Report Filing Date. In the event the Issuer fails to provide the Dissemination Agent with such a report, the Dissemination Agent shall file a notice of failure to file no later than the last Business Day prior to the applicable Annual Collections Report Filing Date. (b) The Annual Collections Report for the Bonds shall contain, and the Issuer agrees to provide or cause to be provided to the Dissemination Agent to file by the Annual Collections Report Filing Date, certain financial information and operating data with respect to collection of the Assessments of the general type and in substantially similar form to that shown in the tables provided in Exhibit C attached hereto. Such information shall cover the period beginning the first (1 st)day of the 6 4130-9653-5375.4 Fiscal Year succeeding the reporting Fiscal Year through the Collections Reporting Date. If the State Legislature amends the definition of Delinquency Date or Tax Year, the City shall file notice of such change or changes with the MSRB prior to the next Annual Collections Report Filing Date. The Administrator, and if no Administrator is designated, Issuer's staff, shall prepare the Annual Collections Report. In all cases, the Issuer shall have the sole responsibility for the content, design, and other elements comprising substantive contents of the Annual Collections Report under this Section 5. SECTION 6. Reporting of Significant Events. (a) Pursuant to the provisions of this Section 6, each of the following is a Listed Event with respect to the Bonds: 1. Principal and interest payment delinquencies. 2. Non-payment related defaults, if material. 3. Unscheduled draws on debt service reserves reflecting financial difficulties. 4. Unscheduled draws on credit enhancements reflecting financial difficulties. 5. Substitution of credit or liquidity providers, or their failure to perform. 6. Adverse tax opinions, the issuance by the IRS of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds. 7. Modifications to rights of Owners, if material. 8. Bond calls, if material, and tender offers. 9. Defeasances. 10. Release, substitution, or sale of property securing repayment of the Bonds, if material. 11. Rating changes. 12. Bankruptcy, insolvency, receivership or similar event of the Issuer. 13. The consummation of a merger, consolidation, or acquisition of the Issuer, or the sale of all or substantially all of the assets of the Issuer, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material. 14. Appointment of a successor or additional trustee under the Indenture or the change of name of a trustee, if material. 7 4130-9653-5375.4 15. Incurrence of a Financial Obligation of the Issuer, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Issuer, any of which affect security holders, if material. 16. Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the Issuer, any of which reflect financial difficulties. Any sale by the Developer of real property within Improvement Area#1 in the ordinary course of the Developer's business will not constitute a Listed Event for the purposes of paragraph (10) above. For these purposes, any event described in paragraph (12) above is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the Issuer in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Issuer, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Issuer. The Issuer intends the words used in paragraphs (15) and (16)above and the definition of Financial Obligation to have the same meanings as when they are used in the Rule, as evidenced by SEC Release No. 34-83885, dated August 20, 2018. For the avoidance of doubt, the incurrence of Additional Obligations without the filing of a corresponding official statement with the MSRB will constitute the incurrence of a material Financial Obligation for which a notice of a Listed Event in accordance with this Section 6 must be filed with the MSRB. Upon the occurrence of a Listed Event, the Issuer shall promptly notify the Dissemination Agent in writing and the Issuer shall direct the Dissemination Agent to file a notice of such occurrence with the MSRB. The Dissemination Agent shall file such notice no later than three (3) Business Days immediately following the day on which it receives written notice of such occurrence from the Issuer. Any such notice is required to be filed within ten (10) Business Days of the occurrence of such Listed Event; provided, however, the failure of the Issuer to provide timely written notice to the Dissemination Agent in accordance with this paragraph shall not constitute a failure of the Dissemination Agent to comply with the MSRB's ten (10) Business Day filing requirement. Any notice under the preceding paragraphs shall be accompanied with the text of the disclosure that the Issuer desires to make, the written authorization of the Issuer for the Dissemination Agent to disseminate such information as provided herein, and the date the Issuer desires for the Dissemination Agent to disseminate the information. In all cases, the Issuer shall have the sole responsibility for the content, design and other elements comprising substantive contents of all disclosures made under this Section 6. In addition, the Issuer shall have the sole responsibility to ensure that any notice required to be filed under this Section 6 is filed within ten (10) Business Days of the occurrence of the Listed Event. 8 4130-9653-5375.4 (b) The Dissemination Agent shall, promptly, and not more than five (5) Business Days after obtaining actual knowledge of the occurrence of any Listed Event with respect to the Bonds, notify the Disclosure Representative in writing of such Listed Event. The Dissemination Agent shall not be required to file a notice of the occurrence of such Listed Event with the MSRB unless and until it receives written instructions from the Disclosure Representative to do so. If the Dissemination Agent has been instructed in writing by the Disclosure Representative on behalf of the Issuer to report the occurrence of a Listed Event under this subsection (b), the Dissemination Agent shall file a notice of such occurrence with the MSRB no later than two (2) Business Days following the day on which it receives such written instructions. It is agreed and understood that the duty to make or cause to be made the disclosures herein is that of the Issuer and not that of the Dissemination Agent. It is agreed and understood that the Dissemination Agent has agreed to give the foregoing notice to the Issuer as an accommodation to assist it in monitoring the occurrence of such event, but is under no obligation to investigate whether any such event has occurred. As used above, "actual knowledge" means the actual fact or statement of knowing, without a duty to make any investigation with respect thereto. In no event shall the Dissemination Agent be liable in damages or in tort to the Issuer, the Trustee, any Owner or beneficial owner of any interests in the Bonds, or any other party as a result of its failure to give the foregoing notice or to give such notice in a timely fashion. (c) If in response to a notice from the Dissemination Agent under subsection (b), the Issuer determines that the Listed Event under number 2, 7, 8 (as to bond calls only), 10, 13, 14, or 15 of subparagraph (a) above is not material under applicable federal securities laws, the Issuer shall promptly, but in no case more than five (5) Business Days after the occurrence of the event, notify the Dissemination Agent and the Trustee (if the Dissemination Agent is not the Trustee) in writing and instruct the Dissemination Agent not to report the occurrence pursuant to subsection (b). SECTION 7. Termination of Reporting Obligations. The obligations of the Issuer, the Administrator, and the Dissemination Agent under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds, when the Issuer is no longer an obligated person with respect to the Bonds, or upon delivery by the Disclosure Representative to the Dissemination Agent and the Administrator of an opinion of nationally recognized bond counsel to the effect that continuing disclosure is no longer required. So long as any of the Bonds remain Outstanding, the Administrator and the Dissemination Agent may assume that the Issuer is an obligated person with respect to the Bonds until they receive written notice from the Disclosure Representative stating that the Issuer is no longer an obligated person with respect to the Bonds, and the Dissemination Agent and the Administrator may conclusively rely upon such written notice with no duty to make investigation or inquiry into any statements contained or matters referred to in such written notice. If such termination occurs prior to the final maturity of the Bonds, the Issuer shall give notice of such termination in the same manner as for a Listed Event with respect to the Bonds under Section 6(a). SECTION 8. Dissemination Agent. The Issuer may, from time to time, appoint or engage a Dissemination Agent or successor Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge such Dissemination Agent, with or without appointing a successor Dissemination Agent. If the Issuer discharges the Dissemination Agent without appointing a successor Dissemination Agent, the Issuer shall use best efforts to appoint a successor Dissemination Agent within 30 days of such discharge. The Dissemination Agent may resign at any time with 30 days' written notice to the Issuer. If at any time there is not any other designated Dissemination Agent, the Issuer shall be the Dissemination Agent. The initial Dissemination appointed hereunder shall be BOKF, 9 4130-9653-5375.4 NA, Houston, Texas. The Issuer will give prompt written notice to the Developer, or any other party responsible for providing quarterly information pursuant to the Disclosure Agreement of Developer, of any change in the identity of the Dissemination Agent under the Disclosure Agreement of Developer. The Dissemination Agent may resign at any time with thirty (30) days'written notice to the Issuer. SECTION 9. Amendment; Waiver. Notwithstanding any other provisions of this Disclosure Agreement, the Issuer, the Administrator, and the Dissemination Agent may amend this Disclosure Agreement (and the Dissemination Agent shall not unreasonably withhold its consent to any amendment so requested in writing by the Issuer or the Administrator), and any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, 5, or 6(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds, or the type of business conducted; (b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the delivery of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver either (i) is approved by the Owners of the Bonds in the same manner as provided in the Indenture for amendments to the Indenture with the consent of Owners, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Owners or beneficial owners of the Bonds. In the event of any amendment or waiver of a provision of this Disclosure Agreement, the Issuer shall describe such amendment in the next related Annual Financial Information, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 6(a), and (ii) the Annual Financial Information for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. No amendment which adversely affects the Dissemination Agent may be made without its prior written consent (which consent will not be unreasonably withheld or delayed). SECTION 10. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Issuer Report, Annual Collections Report, or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Issuer chooses to include any information in any Annual Issuer Report, Annual Collections Report, or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the Issuer shall have no obligation under this Disclosure Agreement to update such 10 4130-9653-5375.4 information or include it in any future Annual Issuer Report, Annual Collections Report, or notice of occurrence of a Listed Event. SECTION 11. Default. In the event of a failure of the Issuer to comply with any provision of this Disclosure Agreement, the Dissemination Agent or any Owner or beneficial owner of the Bonds may, and the Dissemination Agent (at the written request of the Owners of at least twenty-five percent (25%) aggregate principal amount of Outstanding Bonds and upon being indemnified to its satisfaction) shall, take such actions as may be necessary and appropriate to cause the Issuer to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Indenture with respect to the Bonds, and the sole remedy under this Disclosure Agreement in the event of any failure of the Issuer to comply with this Disclosure Agreement shall be an action for mandamus or specific performance. A default under this Disclosure Agreement shall not be deemed a default under the Disclosure Agreement of Developer and a default under the Disclosure Agreement of Developer shall not be deemed a default under this Disclosure Agreement. SECTION 12. Duties, Immunities and Liabilities of Dissemination Agent and Administrator. (a) The Dissemination Agent shall not have any duty with respect to the content of any disclosures made pursuant to the terms hereof. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement, and no implied covenants shall be read into this Disclosure Agreement with respect to the Dissemination Agent. To the extent permitted by law, the Issuer agrees to indemnify and hold harmless the Dissemination Agent, its officers, directors, employees and agents, but only from Annual Collection Costs collected from the property owners in Improvement Area #1, against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys' fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct; provided, however, that nothing herein shall be construed to require the Issuer to indemnify the Dissemination Agent for losses, expenses or liabilities arising from information provided to the Dissemination Agent by the Developer or the failure of the Developer to provide information to the Dissemination Agent as and when required under the Disclosure Agreement of Developer. The obligations of the Issuer under this Section shall survive termination of this Disclosure Agreement, resignation or removal of the Dissemination Agent, and payment in full of the Bonds. Nothing in this Disclosure Agreement shall be construed to mean or to imply that the Dissemination Agent is an "obligated person" under the Rule. If the Issuer does not provide the Dissemination Agent with the Annual Issuer Report in accordance with subsection 3(a) or the Annual Collections Report in accordance with subsection 5(a), the Dissemination Agent shall not be responsible for the failure to submit an Annual Issuer Report or an Annual Collections Report, as applicable, to the MSRB. The Dissemination Agent is not acting in a fiduciary capacity in connection with the performance of its respective obligations hereunder. The Dissemination Agent may, from time to time, consult with legal counsel of its own choosing in the event of any disagreement or controversy, or question or doubt as to the construction of any of the provisions hereof or its duties hereunder, and the Dissemination Agent shall not incur any liability and shall be fully protected in acting in good faith upon the advice of such legal counsel. 11 4130-9653-5375.4 (b) The Administrator shall not have any duty with respect to the content of any disclosures made pursuant to the terms hereof. The Administrator shall have only such duties as are specifically set forth in this Disclosure Agreement, and no implied covenants shall be read into this Disclosure Agreement with respect to the Administrator. To the extent permitted by law, the Issuer agrees to hold harmless the Administrator, its officers, directors, employees and agents, but only from Annual Collection Costs collected from the property owners in Improvement Area #1, against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including reasonable attorneys' fees) of defending against any claim of liability, but excluding liabilities due to the Administrator's negligence or willful misconduct; provided, however, that nothing herein shall be construed to require the Issuer to indemnify the Administrator for losses, expenses or liabilities arising from information provided to the Administrator by third parties, or the failure of any third party to provide information to the Administrator as and when required under this Disclosure Agreement, or the failure of the Developer to provide information to the Administrator as and when required under the Disclosure Agreement of Developer. The obligations of the Issuer under this Section shall survive resignation or removal of the Administrator and payment in full of the Bonds. Nothing in this Disclosure Agreement shall be construed to mean or to imply that the Administrator is an "obligated person" under the Rule. The Administrator is not acting in a fiduciary capacity in connection with the performance of its respective obligations hereunder. The Administrator shall not in any event incur any liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of legal counsel given with respect to any question relating to duties and responsibilities of the Administrator hereunder, or (ii)any action taken or omitted to be taken in reliance upon any document delivered to the Administrator and believed to be genuine and to have been signed or presented by the proper party or parties. The Administrator may, from time to time, consult with legal counsel of its own choosing in the event of any disagreement or controversy, or question or doubt as to the construction of any of the provisions hereof or its duties hereunder, and the Administrator shall not incur any liability and shall be fully protected in acting in good faith upon the advice of such legal counsel. (c) UNDER NO CIRCUMSTANCES SHALL THE DISSEMINATION AGENT, THE ADMINISTRATOR, OR THE ISSUER BE LIABLE TO THE OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY ANY PARTY TO THIS DISCLOSURE AGREEMENT, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS DISCLOSURE AGREEMENT, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. THE DISSEMINATION AGENT AND THE ADMINISTRATOR ARE UNDER NO OBLIGATION NOR ARE THEY REQUIRED TO BRING SUCH AN ACTION. SECTION 13. Assessment Timeline. The basic expected timeline for the collection of Assessments and the anticipated procedures for pursuing the collection of delinquent Assessments is set forth in Exhibit D which is intended to illustrate the general procedures expected to be followed in enforcing the payment of delinquent Assessments. Failure to adhere to such expected timeline shall not constitute a default by the Issuer under this Disclosure Agreement, the Indenture, the Bonds, or any other document related to the Bonds. 12 4130-9653-5375.4 SECTION 14. No Personal Liability. No covenant, stipulation, obligation or agreement of the Issuer, the Administrator, or the Dissemination Agent contained in this Disclosure Agreement shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future council members, officer, agent or employee of the Issuer, the Administrator, or the Dissemination Agent in other than that person's official capacity. SECTION 15. Severability. In case any section or provision of this Disclosure Agreement, or any covenant, stipulation, obligation, agreement, act or action, or part thereof made, assumed, entered into, or taken thereunder or any application thereof, is for any reasons held to be illegal or invalid, such illegality or invalidity shall not affect the remainder thereof or any other section or provision thereof or any other covenant, stipulation, obligation, agreement, act or action, or part thereof made, assumed, entered into, or taken thereunder (except to the extent that such remainder or section or provision or other covenant, stipulation, obligation, agreement, act or action, or part thereof is wholly dependent for its operation on the provision determined to be invalid), which shall be construed and enforced as if such illegal or invalid portion were not contained therein, nor shall such illegality or invalidity of any application thereof affect any legal and valid application thereof, and each such section, provision, covenant, stipulation, obligation, agreement, act or action, or part thereof shall be deemed to be effective, operative, made, entered into or taken in the manner and to the full extent permitted by law. SECTION 16. Sovereign Immunity. The Dissemination Agent and the Administrator agree that nothing in this Disclosure Agreement shall constitute or be construed as a waiver of the Issuer's sovereign or governmental immunities regarding liability or suit. SECTION 17. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Issuer, the Administrator, the Dissemination Agent, and the Owners and the beneficial owners from time to time of the Bonds, and shall create no rights in any other person or entity. Nothing in this Disclosure Agreement is intended or shall act to disclaim, waive or otherwise limit the duties of the Issuer under federal and state securities laws. SECTION 18. Dissemination Agent and Administrator Compensation. The fees and expenses incurred by the Dissemination Agent and the Administrator for their respective services rendered in accordance with this Disclosure Agreement constitute Annual Collection Costs and will be included in the Annual Installments as provided in the annual updates to the Service and Assessment Plan. The Issuer shall pay or reimburse the Dissemination Agent and the Administrator, but only with funds to be provided from the Annual Collection Costs component of the Annual Installments collected from the property owners in Improvement Area#1, for the fees and expenses for their respective services rendered in accordance with this Disclosure Agreement. SECTION 19. Statutory Verifications. The Dissemination Agent and the Administrator, each individually, make the following representation and verifications to enable the Issuer to comply with Chapters 2252, 2271, 2274, and 2276, Texas Government Code, as heretofore amended (the "Government Code"), in entering into this Disclosure Agreement. As used in such verifications, "affiliate" means an entity that controls, is controlled by, or is under common control with the Dissemination Agent or the Administrator, as the case may be, 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 verification prior to the expiration or earlier termination of this Disclosure Agreement shall survive until barred by the applicable 13 4130-9653-5375.4 statute of limitations, and shall not be liquidated or otherwise limited by any provision of this Disclosure Agreement, notwithstanding anything in this Disclosure Agreement to the contrary. (a) Not a Sanctioned Company. The Dissemination Agent and the Administrator, each individually, 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, Government Code. The foregoing representation excludes the Dissemination Agent and the Administrator 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. (b) No Boycott of Israel. The Dissemination Agent and the Administrator, each individually, 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 Disclosure Agreement. As used in the foregoing verification, "boycott Israel" has the meaning provided in Section 2271.001, Government Code. (c) No Discrimination Against Firearm Entities. The Dissemination Agent and the Administrator, each individually, 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 Disclosure Agreement. As used in the foregoing verification, "discriminate against a firearm entity or firearm trade association" has the meaning provided in Section 2274.001(3), Government Code. (d) No Boycott of Energy Companies. The Dissemination Agent and the Administrator, each individually, 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 Disclosure Agreement. As used in the foregoing verification, "boycott energy companies" has the meaning provided in Section 2276.001(1), Government Code. SECTION 20. Disclosure of Interested Parties. Pursuant to Section 2252.908(c)(4), Texas Government Code, as amended, the Dissemination Agent hereby certifies it is a publicly traded business entity and is not required to file a Certificate of Interested Parties Form 1295 related to this Disclosure Agreement. Submitted herewith is a completed Form 1295 in connection with the Administrator's participation in the execution of this Disclosure Agreement 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 Issuer hereby confirms receipt of the Form 1295 from the Administrator, and the Issuer agrees to acknowledge such form with the TEC through its electronic filing application not later than the thirtieth (30th) day after the receipt of such form. The Administrator and the Issuer understand and agree that, with the exception of information identifying the Issuer and the contract identification number, neither the Issuer 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 Administrator; and, neither the Issuer nor its consultants have verified such information. 14 4130-9653-5375.4 SECTION 21. Governing Law and Venue. This Disclosure Agreement shall be governed by the laws of the State of Texas. Venue of any action to enforce the rights and privileges existing under this Disclosure Agreement shall be brought in the state district court of Nueces County, Texas. SECTION 22. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. The Issuer, the Administrator, and the Dissemination Agent agree that electronic signatures to this Disclosure Agreement may be regarded as original signatures. Signature pages follow. 15 4130-9653-5375.4 CITY OF CORPUS CHRISTI, TEXAS By: City Manager SIGNATURE PAGE OF CONTINUING DISCLOSURE AGREEMENT OF ISSUER 4130-9653-5375.4 BOKF, NA (as Dissemination Agent) By: Authorized Officer SIGNATURE PAGE OF CONTINUING DISCLOSURE AGREEMENT OF ISSUER 4130-9653-5375.4 P3Works, LLC (as Administrator) By: Authorized Officer SIGNATURE PAGE OF CONTINUING DISCLOSURE AGREEMENT OF ISSUER 4130-9653-5375.4 EXHIBIT A NOTICE TO MSRB OF FAILURE TO FILE [ANNUAL ISSUER REPORT][ANNUAL COLLECTIONS REPORT] [AUDITED/UNAUDITED FINANCIAL STATEMENTS] Name of Issuer: City of Corpus Christi, Texas Name of Bond Issue: Special Assessment Revenue Bonds, Series 2024 (Whitecap Public Improvement District No. 1 Improvement Area #1 Project) (the "Bonds") CUSIP Nos. [insert CUSIP Nos.] Date of Delivery: 120 NOTICE IS HEREBY GIVEN that the City of Corpus Christi, Texas (the "Issuer"), has not provided [an Annual Issuer Report][an Annual Collections Report][audited/unaudited financial statements] with respect to the Bonds as required by the Continuing Disclosure Agreement of Issuer dated as of October 1, 2024, by and among the Issuer, P3Works, LLC., as "Administrator," and BOKF, NA, as "Dissemination Agent."The Issuer anticipates that [the Annual Issuer Report][the Annual Collections Report][a ud ited/u naud ited financial statements] will be filed by Dated: BOKF, NA, on behalf of the City of Corpus Christi, Texas (as Dissemination Agent) By: Title: cc: City of Corpus Christi, Texas A-1 4130-9653-5375.4 EXHIBIT B CITY OF CORPUS CHRISTI,TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 (WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 IMPROVEMENT AREA#1 PROJECT) ANNUAL FINANCIAL INFORMATION* Delivery Date: , 20_ CUSIP Nos: [insert CUSIP Nos.] DISSEMINATION AGENT Name: BOKF, NA Address: r ] City: [1 Telephone: (_) - Contact Person: Attn: Section 4(a)(i)(A) BONDS OUTSTANDING Original Outstanding Outstanding Maturity Interest Principal Principal Interest Date Rate Amount Amount Amount Total Section 4(a)(i)(B) INVESTMENTS Fund/ Investment Par Book Market Account Name Description Value(') Value(') Value(') According to account balance statement dated as of[insert date]as provided by the Trustee. *Excluding audited financial statements of the Issuer B-1 4130-9653-5375.4 Section 4(a)(i)(C) ASSETS AND LIABILITIES OF TRUST ESTATE Cash Position of Trust Estate for statements dated September 30,20[ ] [List of Funds/Accounts Held Under Indenture] Amount In the Fund Total A Bond Principal Amount Outstanding B Outstanding Assessment Amount to be collected C Net Position of Trust Estate and Outstanding Bonds and A-B+C Assessments September 30, 20L] Trust Statements: ❑ Audited a Unaudited Accounting Type: ❑ Cash L Accrual a Modified Accrual Section 4(a)(ii) FINANCIAL INFORMATION AND OPERATING DATA WITH RESPECT TO THE ISSUER OF THE GENERAL TYPE AND IN SUBSTANTIALLY SIMILAR FORM PROVIDED IN THE FOLLOWING TABLES AS OF THE END OF THE FISCAL YEAR Debt Service Requirements on the Bonds Year Ending (September 301 Principal Interest Total Tot) [Fivel Assessment Pavers in Improvement Area#1�l> Percentage of Outstanding Percentage of Total Property Owner No. of Parcels/Lots Parcels/Lots Assessments Assessments 0) Does not include those owing less than one percent(1%)of total Assessments;may be fewer than five. Assessed Value of Improvement Area#1 of the District The[YEAR]certified total assessed value for the Assessed Property in Improvement Area#1 of the District is approximately$[AMOUNT]according to the Nueces County Appraisal District. B-2 4130-9653-5375.4 Foreclosure History Related to the Assessments for the Past Five Fiscal Years Fiscal Delinquent Delinquent Year Assessment Amount Parcels in Assessment Amount Ended not in Foreclosure Foreclosure in Foreclosure Foreclosure Foreclosure Proceeds 2/30) Proceedings Proceedings Proceedings Sales Received 20_ $ $ $ 20 20 20 20 [insert any necessary footnotes] Collection and Delinquency History of Annual Installments for the Past Five Fiscal Years Fiscal Year Total Annual Delinquent Delinquent Total Ended Installment Parcels Amount as Delinquent Amount as of Delinquent % Assessments 9( /30) Billed Levied(') of 3/1 %as of 3/1 [9/11 as of[9/11 Collected(2) 20 $ $ % $ % $ 20 20 20 20 (1)Pursuant to Section 31.031,Texas Tax Code,certain veterans,persons aged 65 or older,and the disabled,who qualify for an exemption under either Section 11.13(c), 11.32,or 11.22,Texas Tax Code,are eligible to pay property taxes in four equal installments("Installment Payments'). Effective January 1,2018, pursuant to Section 31.031(a-1),Texas Tax Code,the Installment Payments are each due before February 1,April 1, June 1,and August 1.Each unpaid Installment Payment is delinquent and incurs penalties and interest if not paid by the applicable date. (2)[Does/does not]include interest and penalties. Parcel Numbers for Delinquencies Equaling or Exceeding 10%of Annual Installments Due For the past five Fiscal Years, if the total amount of delinquencies as of September 1 equals or exceeds ten percent (10%)of the amount of Annual Installments due, a list of parcel numbers for which the Annual Installments are delinquent. Fiscal Year Ended (9/30) Delinquent%as of 9/1 Parcel Numbers 20 % 20 20 20 20 History of Prepayment of Assessments for the Past Five Fiscal Years Amount of Numberof Amount of Bonds Fiscal Year Ended (9/30) Prepayments Prepayments Bond Call Date Redeemed 20 $ $ 20 20 20 20 [insert any necessary footnotes] ITEMS REQUIRED BY SECTION 4(a)(iii)-(iv) B-3 4130-9653-5375.4 [Insert a line item for each applicable listing] B-4 4130-9653-5375.4 EXHIBIT C CITY OF CORPUS CHRISTI,TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 (WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 IMPROVEMENT AREA#1 PROJECT) ANNUAL COLLECTIONS REPORT Delivery Date: , 20 CUSIP Nos: [insert CUSIP Nos.] DISSEMINATION AGENT Name: BOKF, NA Address: I ] City: I, Texas 1 Telephone: ( ) - Contact Person: Attn: SELECT FINANCIAL INFORMATION AND OPERATING DATA WITH RESPECT TO THE COLLECTION OF ASSESSMENTS COVERING THE PERIOD BEGINNING WITH THE FIRST DAY OF THE FISCAL YEAR SUCCEEDING THE REPORTING FISCAL YEAR THROUGH THE COLLECTIONS REPORTING DATE PROVIDED IN COMPLIANCE WITH SUBSECTION 5(A) OF THE ISSUER'S DISCLOSURE AGREEMENT Foreclosure History Related To The Annual Installments(l) Delinquent Annual Delinquent Annual Installment Amount Parcels in Installment Amount Succeeding not in Foreclosure Foreclosure in Foreclosure Foreclosure Foreclosure Proceeds Fiscal Year Proceedings Proceedings Proceedings Sales Received 20 $ $ $ (i) Period covered includes October 1,20_through March 1,20_. C-1 4130-9653-5375.4 Collection and Delinquency of Annual Installments(1) Total Annual Delinquent Total Annual Succeeding Installments Parcels Amount as Delinquent% Installments Fiscal Year Levied Levied(2) of 3/1 as of 3/1 Collected(3) 20— $ $ % $ Period covered includes October 1,20_through March 1,20_ (2)Pursuant to Section 31.031,Texas Tax Code,certain veterans,persons aged 65 or older,and the disabled,who qualify for an exemption under either Section 11.13(c), 11.32,or 11.22,Texas Tax Code,are eligible to pay property taxes in four equal installments("Installment Payments"). Effective January 1,2018, pursuant to Section 31.031(a-1),Texas Tax Code,the Installment Payments are each due before February 1,April 1, June 1,and August 1.Each unpaid Installment Payment is delinquent and incurs penalties and interest if not paid by the applicable date. (3)[Does/does not]include interest and penalties. Prepayment of Assessments(' Amount of Succeeding Numberof Amount of Bonds Fiscal Year Prepayments Prepayments Bond Call Date Redeemed Period covered includes October 1,20_through March 1,20. C-2 4130-9653-5375.4 EXHIBIT D BASIC EXPECTED TIMELINE FOR ASSESSMENT COLLECTIONS AND PURSUIT OF DELINQUENCIES' Delinquency Date Clock (Days) Activity January 31 Assessments are due. February 1 1 Assessments delinquent if not received. 15 Upon receipt, but no later than February 15, Issuer forwards payment to Trustee for all collections received, along with detailed breakdown. Subsequent payments and relevant details will follow monthly thereafter. Issuer and/or Administrator should be aware of actual and specific delinquencies. Administrator should be aware if Reserve Fund needs to be utilized for debt service payments during the corresponding Fiscal Year. Issuer and Administrator should determine if previously collected surplus funds, if any, plus actual Annual Installment collections will be fully adequate for debt service in the corresponding March and September. March 15 43/44 Trustee pays bond interest payments to Owners. April 1 59/60 At this point, if total delinquencies are under 5% and if there is adequate funding in the Pledged Revenue Fund for transfer to the Principal and Interest Account for full September payments, no further action is anticipated for collection of Assessments except that the Issuer or Administrator, working with the City Attorney or an appropriate designee, will begin process to cure deficiency. Issuer, or the Trustee on behalf of the Issuer, to notify Dissemination Agent in writing of the occurrence of draw on the Reserve Fund and, following receipt of such notice, Dissemination Agent to notify MSRB of such draw or the Reserve Fund. July 1 152/153 If there are over 5% delinquencies or if there is insufficient funding in the Pledged Revenue Fund for Illustrates anticipated dates and procedures for pursuing the collection of delinquent Annual Installments of Assessments,which dates and procedures shall be in accordance with Chapters 31,32,33,and 34,Texas Tax Code,as amended(the"Code'),and the Tax Asses sor/Co lie ctor's procedures, and are subject to adjustment by the Issuer. If the collection and delinquency procedures under the Code are subsequently modified,whether due to an executive order of the Governor of Texas,an amendment to the Code,or otherwise, such modifications shall control. 4130-9653-5375.4 D-1 4130-9653-5375.4 transfer to the Principal and Interest Account of such amounts as shall be required for the full September payment, Issuer and/or Administrator to notify Dissemination Agent in writing for inclusion in the next Annual Report. Preliminary Foreclosure activity commences in accordance with Tax Assessor/Collector's procedures. If Dissemination Agent has not received Foreclosure Schedule and Plan of Collections, Dissemination Agent to request same from the Issuer. If the Issuer has not provided the Dissemination Agent with Foreclosure Schedule and Plan of Collections, Dissemination Agent requests that the Issuer commence foreclosure or provide plan for collection. August 15 197/198 The designated lawyers or law firm will be preparing the formal foreclosure documents and will provide periodic updates to the Dissemination Agent and the Trustee. The goal for the foreclosure actions is a filing by no later than August 15(day 197/198). Foreclosure action to be filed with the court as soon as practicable, in accordance with the Tax Assessor/Collector's procedures. Issuer notifies Trustee and Dissemination Agent of Foreclosure filing status in writing for inclusion in next Annual Report. A committee of not less than twenty-five percent (25%) of the Owners may request a meeting with the Issuer to discuss the Issuer's actions in pursuing the repayment of any delinquencies. This would also occur after day thirty (30) if it is apparent that a Reserve Fund draw is required. Further, if delinquencies exceed five percent (5%), Owners may also request a meeting with the Issuer at any time to discuss the Issuer's plan and progress on collection and foreclosure activity. If the Issuer is not diligently proceeding with the foreclosure process, the Owners may seek an action for mandamus or specific performance to direct the Issuer to pursue the collections of delinquent Annual Installments of Assessments. D-2 4130-9653-5375.4 EXHIBIT D 2024 ANNUAL SERVICE PLAN UPDATE 139198996.6/1001186793 D-1 Whitecap Public Improvement District No . 1 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN OCTOBER 2, 2024 TABLE OF CONTENTS Tableof Contents ............................................................................................................................1 Introduction.....................................................................................................................................3 SectionI: Definitions........................................................................................................................5 SectionII: The District....................................................................................................................13 Section III: Authorized Improvements...........................................................................................13 SectionIV: Service Plan .................................................................................................................15 Section V: Assessment Plan...........................................................................................................16 Section VI: Terms of the Assessments...........................................................................................19 Section VII: Assessment Roll..........................................................................................................25 Section VIII: Additional Provisions.................................................................................................25 Scheduleand Exhibits....................................................................................................................28 ScheduleI ......................................................................................................................................29 Appendices....................................................................................................................................30 Exhibit A-1—Map of the District ...................................................................................................31 Exhibit A-2—Plats of Improvement Area #1..................................................................................32 Exhibit A-3—Map of the Preserve.................................................................................................41 Exhibit A-4—Map of Remainder Area ...........................................................................................42 Exhibit A-5—Lot Type Classification Map......................................................................................43 ExhibitB—Project Costs................................................................................................................44 ExhibitC—Service Plan..................................................................................................................45 Exhibit D—Sources and Uses of Funds..........................................................................................46 Exhibit E—Maximum Assessment and Tax Rate Equivalent..........................................................47 Exhibit F-1—Improvement Area#1 Assessment Roll ....................................................................48 Exhibit F-2—Improvement Area #1 Annual Installments..............................................................55 Exhibit G-1—Maps of Initial Common to All Improvements.........................................................56 Exhibit G-2—Maps of Improvement Area #1 Improvements........................................................57 Exhibit H— Form of Notice of Assessment Termination................................................................61 Exhibit I —Annual Installment Schedule for the Improvement Area #1 Reimbursement Obligation......................................................................................................................................64 Exhibit J-1— District Legal Description...........................................................................................65 WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN Exhibit J-2—Improvement Area #1 Legal Description....................................................................66 Exhibit J-3—The Preserve Legal Description .................................................................................69 Appendix A—Engineer's Report....................................................................................................71 Appendix B— Buyer Disclosures ....................................................................................................87 WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 2 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN INTRODUCTION Capitalized terms used in this Amended and Restated Service and Assessment Plan shall have the meanings given to them in Section I unless otherwise defined in this Amended and Restated Service and Assessment Plan or unless the context in which a term is used clearly requires a different meaning. Unless otherwise defined, a reference to a "Section," an "Exhibit," or an "Appendix" shall be a reference to a Section of this Amended and Restated Service and Assessment Plan or an Exhibit or Appendix attached to and made a part of this Amended and Restated Service and Assessment Plan for all purposes. The City Council passed and approved Resolution No. 032761 authorizing the establishment of the District on May 17, 2022, in accordance with the PID Act, and recorded such Resolution in the real property records of Nueces County, Texas, as Instrument No. 2022024701 on May 20 2022, and such authorization was effective upon approval of the Resolution in accordance with the PID Act. The purpose of the District is to finance the Actual Costs of Authorized Improvements that confer a special benefit on approximately 242.011 acres located within the corporate limits of the City, as described by the legal description on Exhibit J-1 and depicted on Exhibit A-1. On February 20, 2024, the City approved the Service and Assessment Plan for the District by adopting the 2024 Assessment Ordinance which approved the levy of Assessments against Assessed Property for Improvement Area #1 and approved the Assessment Roll. This 2024 Amended and Restated Service and Assessment Plan serves to amend and restate the Service and Assessment Plan in its entirety for the purposes of(1) issuing the Improvement Area #1 Bonds and (2) updating the Assessment Roll. The PID Act requires a service plan must (i) cover a period of at least five years; (ii) define the annual indebtedness and projected cost of the Authorized Improvements; and (iii) include a copy of the notice form required by Section 5.014 of the Texas Property Code, as amended. The Service Plan is contained in Section IV and the notice form is attached as Appendix B. The PID Act requires that the Service Plan include an Assessment Plan that assesses the Actual Costs of the Authorized Improvements against the Assessed Property within the District based on the special benefits conferred on such property by the Authorized Improvements. The Assessment Plan is contained in Section V. The PID Act requires an Assessment Roll that states the Assessment against each Parcel determined by the method chosen by the City Council. The Assessment against each Parcel of Assessed Property must be sufficient to pay the share of the Actual Costs of the Authorized WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN ' Improvements apportioned to such Parcel and cannot exceed the special benefit conferred on the Parcel by such Authorized Improvements. The Improvement Area #1 Assessment Roll is included as Exhibit F-1. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 4 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN SECTION I: DEFINITIONS "2024 Assessment Ordinance" means Ordinance No. 033302 which was passed and adopted by the City Council on February 20, 2024, and levied Assessments against Improvement Area #1 in the District. "Actual Costs" mean, with respect to Authorized Improvements,the actual costs paid or incurred by or on behalf of the Developer, (either directly or through affiliates), including: (1) the costs for the design, planning, financing, administration/management, acquisition, installation, construction and/or implementation of such Authorized Improvements; (2) the fees paid for obtaining permits, licenses, or other governmental approvals for such Authorized Improvements; (3) the costs for external professional services, such as engineering, geotechnical, surveying, land planning, architectural landscapers, appraisals, legal, accounting, and similar professional services; (4)the costs for all labor, bonds, and materials, including equipment and fixtures, owing to contractors, builders, and materialmen engaged in connection with the acquisition, construction, or implementation of the Authorized Improvements; (5) all related permitting and public approval expenses, and architectural, engineering, consulting, and other governmental fees and charges; and (6) costs to implement, administer, and manage the above-described activities including, but not limited to, a construction management fee equal to four percent (4%) of construction costs if managed by or on behalf of the Developer. "Additional Interest" means the amount collected by the application of the Additional Interest Rate. "Additional Interest Rate" means the 0.50% additional interest rate that may be charged on Assessments securing PID Bonds pursuant to Section 372.018 of the PID Act. "Administrator" means the City or independent firm designated by the City who shall have the responsibilities provided in this Amended and Restated Service and Assessment Plan, any Indenture, or any other agreement or document approved by the City related to the duties and responsibilities of the administration of the District. The initial Administrator is P3Works, LLC. "Annual Collection Costs" mean the actual or budgeted costs and expenses related to the operation of the District, including, but not limited to, costs and expenses for: (1) the Administrator; (2) City staff; (3) legal counsel, engineers, accountants, financial advisors, and other consultants engaged by the City; (4) calculating, collecting, and maintaining records with respect to Assessments and Annual Installments, including the costs of foreclosure; (5) preparing and maintaining records with respect to Assessment Rolls and Annual Service Plan Updates; (6) paying and redeeming PID Bonds; (7) investing or depositing Assessments and Annual WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN Installments; (8) complying with this Amended and Restated Service and Assessment Plan, the PID Act, and any Indenture, with respect to the PID Bonds, including the City's continuing disclosure requirements; and (9) the paying agent/registrar and Trustee in connection with PID Bonds, including their respective legal counsel. Annual Collection Costs collected but not expended in any year shall be carried forward and applied to reduce Annual Collection Costs for subsequent years. "Annual Installment" means the annual installment payment of an Assessment as calculated by the Administrator and approved by the City Council, that includes: (1) principal; (2) interest; (3) Annual Collection Costs; and (4) Additional Interest related to the PID Bonds. "Annual Service Plan Update" means an update to this Amended and Restated Service and Assessment Plan prepared no less frequently than annually by the Administrator and approved by the City Council. "Assessed Property" means any Parcel within the District against which an Assessment is levied. "Assessment" means an assessment levied against Assessed Property and imposed pursuant to an Assessment Ordinance and the provisions herein, as shown on an Assessment Roll, subject to reallocation upon the subdivision of such Assessed Property or reduction according to the provisions herein and in the PID Act. "Assessment Ordinance" means one or more ordinances adopted by the City Council in accordance with the PID Act that levies an Assessment on the Assessed Property, as shown on any Assessment Roll. "Assessment Plan" means the methodology employed to assess the Actual Costs of the Authorized Improvements against the Assessed Property based on the special benefits conferred on such property by the Authorized Improvements, more specifically set forth and described in Section V. "Assessment Roll" means any assessment roll for the Assessed Property, including the Improvement Area #1 Assessment Roll, as updated, modified or amended from time to time in accordance with the procedures set forth herein and in the PID Act, including updates prepared in connection with the issuance of PID Bonds or in any Annual Service Plan Updates. "Authorized Improvements" means the improvements authorized by Section 372.003 of the PID Act, including the Common to All Improvements,the Improvement Area #1 Improvements, Bond Issuance Costs, and deposit to administrative fund, and described in Sections III.A, Section III.B, Section III.C, and Section III.D as further depicted on Exhibits G-1 and G-2. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 6 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN "Bond Issuance Costs" means the costs associated with issuing PID Bonds, including, but not limited to, attorney fees, financial advisory fees, consultant fees, appraisal fees, printing costs, publication costs, capitalized interest, reserve fund requirements, underwriter's discount, fees charged by the Texas Attorney General, and any other cost or expense incurred by the City directly associated with the issuance of any series of PID Bonds. "City" means the City of Corpus Christi,Texas. "City Council" means the governing body of the City. "Common to All Improvements" means those certain Authorized Improvements that confer a special benefit to all of the property within the District, excluding Non-Benefited Property. The Common to All Improvements includes the Initial Common to All Improvements as well as future improvements that are to be determined and identified in future updates to this Amended and Restated Service and Assessment Plan. "County" means Nueces County,Texas. "Delinquent Collection Costs" mean costs directly or indirectly related to the foreclosure on Assessed Property and the costs of collection of delinquent Assessments, delinquent Annual Installments, or any other delinquent amounts due under this Amended and Restated Service and Assessment Plan, including penalties and reasonable attorney's fees actually paid, but excluding amounts representing interest and penalty interest. "Developer" means Ashlar Interests, LLC and any successors or assigns thereof, engaged by the Owner to develop the property in the District for the ultimate purpose of transferring title to end users. "Development Agreement" means the Development Agreement— Whitecap North Padre Island by and between the Developer and the City related to the development of property within the PID, as the same may be amended from time to time. "District" means the Whitecap Public Improvement District No. 1 containing approximately 242.011 acres located within the corporate limits of the City, and more specifically described in Exhibit J-1 and depicted on Exhibit A-1. "District Formation Costs" means the costs associated with forming the District, including, but not limited to, attorney fees, and any other cost or expense incurred by the Owner, Developer, or the City that are directly associated with the establishment of the District. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 7 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN "Engineer's Report" means the report provided by a licensed professional engineer that describes the Authorized Improvements, including their costs, location, and benefit, and is attached hereto as Appendix A. "Estimated Buildout Value" means the estimated value of an Assessed Property with fully constructed buildings, as provided by the Developer and confirmed by the City Council, by considering such factors as density, lot size, proximity to amenities, view premiums, location, market conditions, historical sales, builder contracts, discussions with homebuilders, reports from third party consultants, or any other factors that, in the judgment of the City, may impact value. The Estimated Buildout Value for each Lot Type is shown on Exhibit E. "Improvement Area #1" means approximately 55.9022 acres located within the District, more specifically described in Exhibit J-2 and depicted on Exhibit A-2. "Improvement Area#1 Annual Installment" means the Annual Installment of the Improvement Area #1 Assessment as calculated by the Administrator and approved by the City Council, that includes: (1) principal; (2) interest; (3) Annual Collection Costs related to Improvement Area #1; and (4) Additional Interest related to any series of PID Bonds secured by all or a portion of the Improvement Area #1 Assessment, if applicable. "Improvement Area #1 Assessed Property" means any Parcel within Improvement Area #1 against which an Improvement Area #1 Assessment is levied. "Improvement Area#1 Assessment" means an Assessment levied against Improvement Area #1 Assessed Property, related to the Improvement Area #1 Authorized Improvements, and imposed pursuant to an Assessment Ordinance and the provisions herein, as shown on the Improvement Area #1 Assessment Roll, subject to reallocation or reduction in accordance with the provisions set forth in Section VI herein and in the PID Act. "Improvement Area #1 Assessment Roll" means the Assessment Roll for the Improvement Area #1 Assessed Property, as updated, modified, or amended from time to time in accordance with the procedures set forth herein and in the PID Act, including any updates prepared in connection with the issuance of PID Bonds or any Annual Service Plan Updates. The Improvement Area #1 Assessment Roll is included in this Amended and Restated Service and Assessment Plan as Exhibit F-1. "Improvement Area #1 Authorized Improvements" means collectively, (1) the Improvement Area #1 Improvements; (2) Improvement Area #1's share of the Initial Common to All Improvements; (3) the first year's Annual Collection Costs related Improvement Area #1; and (4) Bond Issuance Costs incurred in connection with the issuance of any series of PID Bonds secured by all or a portion of the Improvement Area #1 Assessment, if applicable. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 8 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN "Improvement Area #1 Bonds" means those certain "City of Corpus Christi, Texas, Special Assessment Revenue Bonds, Series 2024 (Whitecap Public Improvement District No. 1 Improvement Area #1 Project)" that are secured by Improvement Area #1 Assessments. "Improvement Area#1 Improvements" means the Authorized Improvements which only benefit the Improvement Area #1 Assessed Property, as further described in Section III.A and depicted on Exhibit G-2. "Improvement Area #1 Initial Parcel" means all of the Improvement Area #1 Assessed Property against which the entire Improvement Area #1 Assessment is levied, as shown on the Improvement Area #1 Assessment Roll. "Improvement Area #1 Reimbursement Obligation" means the amount shown on Schedule I secured by Improvement Area #1 Assessments to be paid to the Developer under the Reimbursement Agreement. The Annual Installments for the Improvement Area #1 Reimbursement Obligation are shown on Exhibit I. If the City issues one or more series of PID Bonds secured by Improvement Area #1 Assessments, then the net proceeds of such PID Bonds shall be used to refinance all or a portion of the outstanding Improvement Area #1 Reimbursement Obligation. "Indenture" means an indenture of trust entered into between the City and the Trustee in connection with the issuance of each series of PID Bonds, as amended from time to time, setting forth the terms and conditions related to a series of PID Bonds. "Initial Common to All Improvements" means the Common to All Improvements installed with Improvement Area #1, as further described in Section III.B. and depicted on Exhibit G-1. "Lot" means (1)for any portion of the District for which a final subdivision plat has been recorded in the plat or official public records of the County, a tract of land described by "lot" in such subdivision plat; and (2) for any portion of the District for which a subdivision plat has not been recorded in the plat or official public records of the County, a tract of land anticipated to be described as a "lot" in a final recorded subdivision plat as shown on a concept plan or a preliminary plat. A "Lot" shall not include real property owned by a government entity, even if such property is designated as a separate described tract or lot on a recorded subdivision plat. "Lot Type" means a classification of final building Lots with similar characteristics (e.g. lot size, home product, Estimated Buildout Value, etc.), as determined by the Administrator and confirmed by the City Council. In the case of single-family residential Lots, the Lot Type shall be further defined by classifying the residential Lots by the Estimated Buildout Value of the Lot as provided by the Developer, and confirmed by the City Council, as shown on Exhibit H. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 9 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN "Lot Type 1" means a Lot within Improvement Area #1 marketed to homebuilders as a Villa Lot. The buyer disclosure for Lot Type 1 is attached as Appendix B-2. "Lot Type 2" means a Lot within Improvement Area #1 marketed to homebuilders as a Villa + Lot. The buyer disclosure for Lot Type 2 is attached as Appendix B-3. "Lot Type 3" means a Lot within Improvement Area #1 marketed to homebuilders as a Standard Lot. The buyer disclosure for Lot Type 3 is attached as Appendix B-4. "Lot Type 4" means a Lot within Improvement Area #1 marketed to homebuilders as a Standard + Lot. The buyer disclosure for Lot Type 4 is attached as Appendix B-5. "Lot Type 5" means a Lot within Improvement Area #1 marketed to homebuilders as a Medium Lot. The buyer disclosure for Lot Type 5 is attached as Appendix B-6. "Lot Type 6" means a Lot within Improvement Area #1 marketed to homebuilders as a Medium + Lot. The buyer disclosure for Lot Type 6 is attached as Appendix B-7. "Lot Type 7" means a Lot within Improvement Area #1 marketed to homebuilders as a Large + Lot. The buyer disclosure for Lot Type 7 is attached as Appendix B-8. "Maximum Assessment" means, for each Lot, an Assessment equal to the lesser of (1) the amount calculated pursuant to Section VI.A, or (2) for each Lot Type, the amount shown on Exhibit E. "Non-Benefited Property" means Parcels within the boundaries of the District that accrue no special benefit from the Authorized Improvements as determined by the City Council, and are not assessed. "Notice of Assessment Termination" means a document that shall be recorded in the official public records of the County evidencing the termination of an Assessment, a form of which is attached as Exhibit H. "Owner" or "Owners" means Diamond Beach Holdings, LLC and any successors or assigns thereof. "Parcel"or"Parcels" means a specific property within the District identified by either a tax parcel identification number assigned by the Nueces Central Appraisal District for real property tax purposes, by legal description, or by lot and block number in a final subdivision plat recorded in the official public records of the County, or by any other means determined by the City. "PID Act" means Chapter 372,Texas Local Government Code, as amended. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 10 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN "PID Bonds" means any bonds issued by the City in one or more series and secured in whole or in part by Assessments. "Prepayment" means the payment of all or a portion of an Assessment before the due date of the final Annual Installment thereof. Amounts received at the time of a Prepayment which represent a payment of principal, interest, or penalties on a delinquent installment of an Assessment are not to be considered a Prepayment, but rather are to be treated as the payment of the regularly scheduled Annual Installment. "Prepayment Costs" means interest, including Additional Interest and Annual Collection Costs, to the date of Prepayment. "Preserve" means approximately 4.64 acres located within the District more specifically described in Exhibit J-3 and depicted on Exhibit A-3. The Preserve is the location of all Common to All Improvements, and is considered Non-Benefited Property. "Private Improvements" means improvements required to be constructed by the Developer that are not Authorized Improvements but are required to reach final Lot completion. "Reimbursement Agreement" means that certain "PID Reimbursement Agreement Whitecap Public Improvement District," effective February 20, 2024, entered into by and between the City and Developer in which: (1) the Developer on behalf of the Owner agrees to construct the Authorized Improvements, including the Common to All Improvements and Improvement Area #1 Improvements, and to fund certain Actual Costs of Authorized Improvements; (2) the City agrees to reimburse the Developer for Actual Costs of the Authorized Improvements solely from the revenue collected by the City from Assessments, including Annual Installments thereof, and/or from the net proceeds of PID Bonds, if issued; and (3) provides for the terms of payment of principal plus interest on each Reimbursement Obligation shown on Schedule I. "Reimbursement Obligation" means a reimbursement obligation, including but not limited to the Improvement Area #1 Reimbursement Obligation, related to Actual Costs of Authorized Improvements to be paid to the Developer under the terms of the Reimbursement Agreement. Each Reimbursement Obligation shall be set forth on Schedule I attached to this Amended and Restated Service and Assessment Plan, and will be updated at the adoption of each Assessment Ordinance. Schedule I will be updated as part of the update to this Amended and Restated Service and Assessment Plan (1) each time the City levies an Assessment, (2) when PID Bonds are issued, or (3) with each Annual Service Plan Update to reflect annual principal paid with Annual Installments collected. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 11 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN "Remainder Area" means approximately 181.4688 acres located within the District and entirely outside of Improvement Area #1 and the Preserve, and depicted on Exhibit A-4,to be developed as one or more future improvement areas. "Service and Assessment Plan" means the Whitecap Public Improvement District No. 1 Service and Assessment Plan approved by City Council on February 20, 2024 by the 2024 Assessment Ordinance. "Service Plan" means the plan described in Section IV which covers a period of at least five years and defines the annual indebtedness and projected costs of the Authorized Improvements. "Trustee" means the trustee or successor trustee under an Indenture. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 12 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN SECTION II: THE DISTRICT The District includes approximately 242.011 contiguous acres located within the corporate limits of the City, the boundaries of which are more particularly described on Exhibit J-1 and depicted on Exhibit A-1. Development of the District is anticipated to include approximately 620 Lots developed with single-family homes, and 50.3 acres of commercial space. Improvement Area #1 includes approximately 55.9022 acres located within the corporate limits of the City, the boundaries of which are more particularly described on Exhibit J-2 and depicted on Exhibit A-2. Improvement Area #1 is preliminarily platted and includes 199 Lots developed with single-family homes (20 single-family homes that are on Lots classified as Lot Type 1, 46 single-family homes that are on Lots classified as Lot Type 2, 9 single-family homes that are on Lots classified as Lot Type 3, 93 single-family homes that are on Lots classified as Lot Type 4, 15 single-family homes that are on Lots classified as Lot Type 5, 9 single-family homes that are on Lots classified as Lot Type 6, and 7 single-family homes that are on Lots classified as Lot Type 7.) Final platting will be completed when infrastructure is dedicated to the City. The Remainder Area includes approximately 181.4688 contiguous acres located within the corporate limits of the City, the boundaries of which are depicted on Exhibit A-4. Development of the Remainder Area is anticipated to include approximately 421 Lots developed with single- family homes and 50.3 acres of commercial space. SECTION III: AUTHORIZED IMPROVEMENTS Based on information provided by the Developer and its engineer and reviewed by the City staff and by third-party consultants retained by the City, the City has determined that the Authorized Improvements confer a special benefit on the Assessed Property. Authorized Improvements will be designed and constructed in accordance with the City's standards and specifications and will be owned and operated by the City or maintained by the owner's association.The budget for the Authorized Improvements is shown on Exhibit B.As the Remainder Area is subdivided into future improvement areas, the costs of the Authorized Improvements, including additional Common to All Improvements that specially benefit such future improvement areas, will be determined and identified in updates to this Amended and Restated Service and Assessment Plan when Assessments relating to Authorized Improvements benefitting such future improvement areas are levied. A. Initial Common to All Improvements ■ Preserve WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 13 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN Preserve Improvements— Improvements within or relating to the approximate 4.64 acre public park and open space to be known as the "Preserve" including installation of entryway monuments, signage, lighting, hardscape, screening walls, trails, sidewalks, pathways, playgrounds, furnishings, and irrigation systems. The Preserve Improvements will benefit all property within the District and will be owned by the City and maintained by one or more owner's associations as set forth in the Development Agreement. ■ Soft Costs Costs related to designing, constructing, and installing the Initial Common to All Improvements including land planning and design, City fees, engineering, soil testing, survey, construction management, contingency, legal fees, and consultant fees. B. Improvement Area #1 Improvements ■ Streets Improvements including subgrade stabilization, concrete and reinforcing steel for roadways, testing, handicapped ramps, and streetlights. All related earthwork, excavation, erosion control, retaining walls, intersections, signage, lighting and re- vegetation of all disturbed areas within the right-of-way are included. The street improvements will provide benefit to each Lot within Improvement Area #1. ■ Drainage Improvements including earthen channels, swales, curb and drop inlets, RCP piping and boxes, headwalls, concrete flumes, rock rip rap, concrete outfalls, and testing as well as all related earthwork, excavation, erosion control and all necessary appurtenances required to provide storm drainage for all Lots within Improvement Area #1. ■ Water Improvements including trench excavation and embedment, trench safety, PVC piping, manholes, service connections, testing, related earthwork, excavation, erosion control and all necessary appurtenances required to provide water service to all Lots within Improvement Area #1. ■ Wastewater Improvements including trench excavation and embedment, trench safety, PVC piping, ductile iron encasement, boring, manholes, service connections, testing, related earthwork, excavation, erosion control and all necessary appurtenances required to provide wastewater service to all Lots within Improvement Area #1. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 14 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN ■ Soft Costs Costs related to designing, constructing, and installing the Improvement Area #1 Improvements including land planning and design, City fees, engineering, soil testing, survey, construction management, contingency, legal fees, District Formation Costs, and consultant fees. C. Bond Issuance Costs ■ Debt Service Reserve Fund Equals the amount to be deposited in a debt service reserve fund under an applicable Indenture in connection with the issuance of PID Bonds. ■ Capitalized Interest Equals the amount required to be deposited for the purpose of paying capitalized interest on a series of PID Bonds under an applicable Indenture in connection with the issuance of such PID Bonds. ■ Underwriter's Discount Equals a percentage of the par amount of a particular series of PID Bonds related to the costs of underwriting such PID Bonds. ■ Costs of Issuance Includes costs of issuing a particular series of PID Bonds, including but not limited to issuer fees, attorney's fees, financial advisory fees, consultant fees, appraisal fees, printing costs, publication costs, City's costs,fees charged by the Texas Attorney General, and any other cost or expense directly associated with the issuance of PID Bonds. D. Other Costs ■ Deposit to Administrative Fund Equals the amount necessary to fund the first year's Annual Collection Costs for a particular series of PID Bonds. SECTION IV: SERVICE PLAN The PID Act requires the Service Plan to cover a period of at least five years. The Service Plan is required to define the annual projected costs and indebtedness for the Authorized Improvements undertaken within the District during the five-year period. The Service Plan is also WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 15 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN required to include a copy of the buyer disclosure notice form required by Section 5.014 of the Texas Property Code, as amended. The Service Plan must be reviewed and updated in each Annual Service Plan Update. Exhibit C summarizes the initial Service Plan for Improvement Area #1. Per the PID Act and Section 5.014 of the Texas Property Code, as amended, this Amended and Restated Service and Assessment Plan, and any future Annual Service Plan Updates, shall include a form of the buyer disclosure for the District. The buyer disclosures are attached hereto as Appendix B. Exhibit D summarizes the sources and uses of funds required to construct the Authorized Improvements and Private Improvements. The sources and uses of funds shown on Exhibit D shall be updated in an Annual Service Plan Update to show the amount required to fund the required reserves and to reflect any budget revisions at the time the PID Bonds are issued. SECTION V: ASSESSMENT PLAN The PID Act allows the City Council to apportion the costs of the Authorized Improvements to the Assessed Property based on the special benefit received from the Authorized Improvements.The PID Act provides that such costs may be apportioned: (1) equally per front foot or square foot; (2) according to the value of property as determined by the City Council, with or without regard to improvements constructed on the property; or (3) in any other manner approved by the City Council that results in imposing equal shares of such costs on property similarly benefited. The PID Act further provides that the City Council may establish by ordinance or order reasonable classifications and formulas for the apportionment of the cost between the City and the area to be assessed and the methods of assessing the special benefits for various classes of improvements. This section of this Amended and Restated Service and Assessment Plan describes the special benefit received by each Parcel within the District as a result of the Authorized Improvements and provides the basis and justification for the determination that this special benefit equals or exceeds the amount of the Assessments to be levied on the Assessed Property for such Authorized Improvements. The determination by the City Council of the assessment methodologies set forth below is the result of the discretionary exercise by the City Council of its legislative authority and governmental powers and is conclusive and binding on the Owner, developers, and all future owners and developers of the Assessed Property. A. Assessment Methodology WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 16 Acting in its legislative capacity and based on information provided by the Developer and its engineer and reviewed by the City staff and by third-party consultants retained by the City, the City Council has determined that the costs related to the Authorized Improvements shall be allocated as follows: ■ The costs of the Improvement Area #1 Authorized Improvements were allocated to each Parcel within Improvement Area #1 based on the ratio of the Estimated Buildout Value of each Parcel designated as Improvement Area #1 Assessed Property to the Estimated Buildout Value of all Improvement Area #1 Assessed Property. Currently, the Improvement Area #1 Initial Parcel is the only Parcel within Improvement Area #1, and as such, the Improvement Area #1 Initial Parcel is allocated 100% of the Improvement Area #1 Authorized Improvements. ■ The costs of the Initial Common to All Improvements were allocated to Improvement Area #1 and the Remainder Area based upon the acreage of each Parcel or Assessed Property within Improvement Area #1 and the Remainder Area, as applicable, to the total acreage of Improvement Area #1 and the Remainder Area. The Remainder Area is allocated 76.45% of the Initial Common to All Improvements costs, and Improvement Area #1 is allocated 23.55% of the Initial Common to All Improvements costs. The Remainder Area and Improvement Area #1's shares of the Initial Common to All Improvement costs are illustrated in Exhibit B. B. Assessments The Improvement Area #1 Assessment has been levied on the Improvement Area #1 Initial Parcel in the amount shown on the Improvement Area #1 Assessment Roll, attached hereto as Exhibit F-1. The projected Improvement Area #1 Annual Installments are shown on Exhibit F-2. Upon division or subdivision of the Improvement Area #1 Initial Parcel, the Improvement Area #1 Assessment will be reallocated pursuant to Section VI. The Maximum Assessment for each Lot Type is shown on Exhibit E. In no case will the Assessment for Lots classified as Lot Type 1, Lot Type 2, Lot Type 3, Lot Type 4, Lot Type 5, Lot Type 6 or Lot Type 7, respectively, exceed the corresponding Maximum Assessment for each Lot classification. C. Findings of Special Benefit Acting in its legislative capacity and based on information provided by the Developer and its engineer and reviewed by the City staff and by third-party consultants retained by the City, the City Council has found and determined the following: ■ Improvement Area#1 WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 17 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN ■ The costs of the Improvement Area #1 Authorized Improvements at the time the Service and Assessment Plan was approved equaled $31,943,908; ■ The Improvement Area #1 Assessed Property receives special benefit from the Improvement Area #1 Authorized Improvements equal to or greater than the Actual Cost of the Improvement Area #1 Authorized Improvements; ■ The Improvement Area #1 Initial Parcel was allocated 100% of the Improvement Area #1 Assessment levied for the Improvement Area #1 Authorized Improvements, which equals $23,856,000; ■ The special benefit ($31,943,908) received by the Improvement Area #1 Initial Parcel from the Improvement Area #1 Authorized Improvements is equal to or greater than the amount of the Improvement Area #1 Assessment ($23,856,000) levied on the Improvement Area #1 Initial Parcel for the Improvement Area #1 Authorized Improvements; and ■ At the time the City Council approved the Service and Assessment Plan,the Owner owned 100% of the Improvement Area #1 Initial Parcel. In a landowner consent certificate executed by the Owner and filed with the County Clerk of the County, the Owner acknowledged that the Improvement Area #1 Authorized Improvements confer a special benefit on the Improvement Area #1 Initial Parcel and consented to the imposition of the Improvement Area #1 Assessment to pay for the Actual Costs associated therewith. The Owner ratified, confirmed, accepted, agreed to, and approved: (1)the determinations and findings by the City Council as to the special benefits described herein and the 2024 Assessment Ordinance; (2) the Service and Assessment Plan and the 2024 Assessment Ordinance; and (3) the levying of the Improvement Area #1 Assessment on the Improvement Area #1 Initial Parcel. D. Annual Collection Costs The Annual Collection Costs shall be paid for annually by the owner of each Assessed Property pro rata based on the ratio of the amount of outstanding Assessment remaining on the Assessed Property to the total outstanding Assessment. The Annual Collection Costs shall be collected as part of and in the same manner as Annual Installments in the amounts shown on the Assessment Roll, which may be revised based on Actual Costs incurred in Annual Service Plan Updates. E. Additional Interest WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 is PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN The interest rate on Assessments securing each respective series of PID Bonds may exceed the interest rate on each respective series of PID Bonds by the Additional Interest Rate.To the extent required by any Indenture, Additional Interest shall be collected as part of each Annual Installment and shall be deposited pursuant to the applicable Indenture. SECTION VI: TERMS OF THE ASSESSMENTS Any reallocation of Assessments as described in this Section VI shall be considered an administrative action of the City and will not be subject to the notice or public hearing requirements under the PID Act. A. Reallocation of Assessments 1. Upon Division Prior to Recording of Subdivision Plat Upon the division of any Assessed Property (without the recording of a subdivision plat), the Administrator shall reallocate the Assessment for the Assessed Property prior to the division amongthe newly divided Assessed Properties accordingtothe following formula: A = Bx (C= D) Where the terms have the following meanings: A=the Assessment for the newly divided Assessed Property B =the Assessment for the Assessed Property prior to division C=the Estimated Buildout Value of the newly divided Assessed Property D =the sum of the Estimated Buildout Value for all of the newly divided Assessed Properties The calculation of the Assessment of an Assessed Property shall be performed by the Administrator and shall be based on the Estimated Buildout Value of that Assessed Property, as provided by the Developer, relying on information from homebuilders, market studies, appraisals, official public records of the County, and any other relevant information regarding the Assessed Property. The Estimated Buildout Values for Lot Type 1, Lot Type 2, Lot Type 3, Lot Type 4, Lot Type 5, Lot Type 6, and Lot Type 7 are shown on Exhibit E and will not change in future Annual Service Plan Updates but Exhibit E may be updated in future Annual Service Plan Updates to account for additional Lot Types. The calculation as confirmed by the City Council shall be conclusive and binding. The sum of the Assessments for all newly divided Assessed Properties shall equal the Assessment for the Assessed Property prior to subdivision. The calculation shall be made WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 19 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN separately for each newly divided Assessed Property. The reallocation of an Assessment for an Assessed Property that is a homestead under Texas law may not exceed the Assessment prior to the reallocation. Any reallocation pursuant to this section shall be reflected in the Annual Service Plan Update immediately following such reallocation. 2. Upon Subdivision by a Recorded Subdivision Plat Upon the subdivision of any Assessed Property based on a recorded subdivision plat, the Administrator shall reallocate the Assessment for the Assessed Property prior to the subdivision among the new subdivided Lots based on Estimated Buildout Value according to the following formula: A = [B x (C- D)]/E Where the terms have the following meanings: A=the Assessment for the newly subdivided Lot B =the Assessment for the Parcel prior to subdivision C = the sum of the Estimated Buildout Value of all newly subdivided Lots with the same Lot Type D = the sum of the Estimated Buildout Value for all of the newly subdivided Lots excluding Non-Benefited Property E=the number of newly subdivided Lots with the same Lot Type Prior to the recording of a subdivision plat, the Developer shall provide the City an Estimated Buildout Value as of the date of the recorded subdivision plat for each Lot created by the recorded subdivision plat. The calculation of the Assessment for a Lot shall be performed by the Administrator and confirmed by the City Council based on Estimated Buildout Value information provided by the Developer, homebuilders, third party consultants, and/or the Official Public Records of the County regarding the Lot. The Estimated Buildout Values for Lot Type 1, Lot Type 2, Lot Type 3, Lot Type 4, Lot Type 5, Lot Type 6 and Lot Type 7 are shown on Exhibit E and will not change in future Annual Service Plan Updates. The calculation as confirmed by the City Council shall be conclusive and binding. The sum of the Assessments for all newly subdivided Lots shall not exceed the Assessment for the portion of the Assessed Property subdivided prior to subdivision. The calculation shall be made separately for each newly subdivided Assessed Property. The reallocation of an Assessment for an Assessed Property that is a homestead under Texas law may not exceed the Assessment prior to the reallocation.Any reallocation pursuant to this section WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 20 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN shall be reflected in the Annual Service Plan Update immediately following such reallocation. 3. Upon Consolidation If two or more Lots or Parcels are consolidated into a single Lot or Parcel, the Administrator shall allocate the Assessments against the Lots or Parcels before the consolidation to the consolidated Lot or Parcel, which allocation shall be approved by the City Council in the next Annual Service Plan Update immediately following such consolidation. The Assessment for any resulting Lot may not exceed the Maximum Assessment for the applicable Lot Type and compliance may require a mandatory Prepayment of Assessments pursuant to Section VI.C. B. Mandatory Prepayment of Assessments If an Assessed Property or a portion thereof is conveyed to a party that is exempt from payment of the Assessment under applicable law, or the owner causes a Lot, Parcel or portion thereof to become Non-Benefited Property, the owner of such Lot, Parcel or portion thereof shall pay to the City, or cause to be paid to the City, the full amount of the Assessment, plus all Prepayment Costs and Delinquent Collection Costs for such Assessed Property, prior to any such conveyance or act, and no such conveyance shall be effective until the City receives such payment. Following payment of the foregoing costs in full,the City shall provide the owner with a recordable "Notice of Assessment Termination," a form of which is attached hereto as Exhibit H. C. True-Up of Assessments if Maximum Assessment Exceeded at Plat Prior to the City approving a final subdivision plat, the Administrator will certify that such plat will not result in the Assessment per Lot for any Lot Type to exceed the Maximum Assessment. If the Administrator determines that the resulting Assessment per Lot for any Lot Type will exceed the Maximum Assessment for that Lot Type,then (1)the Assessment applicable to each Lot Type shall each be reduced to the Maximum Assessment, and (2) the person or entity filing the plat shall pay to the City, or cause to be paid to the City, the amount the Assessment was reduced, plus Prepayment Costs and Delinquent Collection Costs, if any, prior to the City approving the final plat. The City's approval of a plat without payment of such amounts does not eliminate the obligation of the person or entity filing the plat to pay such amounts. At no time shall the aggregate Assessments for any Lot exceed the Maximum Assessment. D. Reduction of Assessments If as a result of cost savings or the failure to construct all or a portion of an Authorized Improvement the Actual Costs of any Authorized Improvements are less than the Assessments, WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 71 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN then (i) in the event PID Bonds have not been issued for the purpose of financing Authorized Improvements affected by such reduction in Actual Costs, the City Council shall reduce each Assessment on a pro rata basis such that the sum of the resulting reduced Assessments for all Assessed Property equals the reduced Actual Costs that were expended, or (ii) in the event that PID Bonds have been issued for the purpose of financing Authorized Improvements affected by such reduction in Actual Costs, the Trustee shall apply amounts on deposit in the applicable account of the project fund created under the Indenture relating to such series of PID Bonds that are not expected to be used for the purposes of the project fund as directed by the City pursuant to the terms of such Indenture. Such excess PID Bond proceeds may be used for any purpose authorized by such Indenture. The Assessments shall never be reduced to an amount less than the amount required to pay all outstanding debt service requirements on all outstanding PID Bonds. The Administrator shall update (and submit to the City Council for review and approval as part of the next Annual Service Plan Update)the Assessment Roll and corresponding Annual Installments to reflect the reduced Assessments. E. Prepayment of Assessments The owner of any Assessed Property may, at any time, pay all or any part of an Assessment in accordance with the PID Act. Prepayment Costs, if any, may be paid from a reserve established under the applicable Indenture. If an Annual Installment has been billed, or the Annual Service Plan Update has been approved by the City Council prior to the Prepayment, the Annual Installment shall be due and payable and shall be credited against the Prepayment. If an Assessment on an Assessed Property is prepaid in full, with Prepayment Costs, (1) the Administrator shall cause the Assessment to be reduced to zero on said Assessed Property and the Assessment Roll to be revised accordingly; (2) the Administrator shall prepare the revised Assessment Roll and submit such revised Assessment Roll to the City Council for review and approval as part of the next Annual Service Plan Update; (3)the obligation to pay the Assessment and corresponding Annual Installments shall terminate with respect to said Assessed Property; and (4) the City shall provide the owner with a recordable "Notice of Assessment Termination." If an Assessment on an Assessed Property is prepaid in part with Prepayment Costs: (1) the Administrator shall cause the Assessment to be reduced on said Assessed Property and the Assessment Roll revised accordingly; (2) the Administrator shall prepare the revised Assessment Roll and submit such revised Assessment Roll to the City Council for review and approval as part of the next Annual Service Plan Update; and (3) the obligation to pay the Assessment will be reduced to the extent of the Prepayment made. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 22 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN F. Payment of Assessment in Annual Installments Assessments that are not paid in full shall be due and payable in Annual Installments. Exhibit F-2 shows the estimated Improvement Area #1 Annual Installments. Annual Installments are subject to adjustment in each Annual Service Plan Update. Prior to the recording of a final subdivision plat, if any Parcel shown on the Assessment Roll is assigned multiple tax parcel identification numbers for billing and collection purposes, the Annual Installment shall be allocated pro rata based on the acreage of the Parcel not including any Non- Benefited Property, as shown by the Nueces Central Appraisal District for each tax parcel identification number. The Administrator shall prepare and submit to the City Council for its review and approval an Annual Service Plan Update to allow for the billing and collection of Annual Installments. Each Annual Service Plan Update shall include updated Assessment Rolls and updated calculations of Annual Installments. The Annual Collection Costs for a given Assessment shall be paid by the owner of each Parcel pro rata based on the ratio of the amount of outstanding Assessment remaining on the Parcel to the total outstanding Assessment. Annual Installments shall be reduced by any credits applied under an applicable Indenture, such as capitalized interest, interest earnings on account balances, and any other funds available to the Trustee for such purposes. Annual Installments shall be collected by the City in the same manner and at the same time as ad valorem taxes. Annual Installments shall be subject to the penalties, procedures, and foreclosure sale in case of delinquencies as set forth in the PID Act and in the same manner as ad valorem taxes due and owing to the City. To the extent permitted by the PID Act or other applicable law, the City Council may provide for other means of collecting Annual Installments, but in no case shall the City take any action, or fail to take any action, that would cause it to be in default under any Indenture. Assessments shall have the lien priority specified in the PID Act. Sales of the Assessed Property for nonpayment of Annual Installments shall be subject to the lien for the remaining unpaid Annual Installments against the Assessed Property, and the Assessed Property may again be sold at a judicial foreclosure sale if the purchaser fails to timely pay any of the remaining unpaid Annual Installments as they become due and payable. The City reserves the right to refund PID Bonds in accordance with applicable law, including the PID Act. In the event of a refunding, the Administrator shall recalculate the Annual Installments so that total Annual Installments will be sufficient to pay the refunding bonds, and the refunding bonds shall constitute "PID Bonds." Each Annual Installment of an Assessment, including interest on the unpaid principal of the Assessment, shall be updated annually. Each Annual Installment shall be due when billed and WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 23 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN shall be delinquent if not paid prior to February 1 of the following year. The initial Annual Installments of the Improvement Area #1 Assessments shall be due when billed and shall be delinquent if not paid prior to February 1, 2025. Failure of an owner of an Assessed Property to receive an invoice for an Annual Installment shall not relieve said owner of the responsibility for payment of the Assessment. Assessments, or Annual Installments thereof, that are delinquent shall incur Delinquent Collection Costs. G. Prepayment as a Result of an Eminent Domain Proceeding or Taking Subject to applicable law, if any portion of any Parcel of Assessed Property is taken from an owner as a result of eminent domain proceedings or if a transfer of any portion of any Parcel of Assessed Property is made to an entity with the authority to condemn all or a portion of the Assessed Property in lieu of or as a part of an eminent domain proceeding (a "Taking"), the portion of the Assessed Property that was taken or transferred (the "Taken Property") shall be reclassified as Non-Benefited Property. For the Assessed Property that is subject to the Taking as described in the preceding paragraph, the Assessment that was levied against the Assessed Property(when it was included in the Taken Property) prior to the Taking shall remain in force against the remaining Assessed Property (the Assessed Property less the Taken Property) (the "Remaining Property"), following the reclassification of the Taken Property as Non-Benefited Property, subject to an adjustment of the Assessment applicable to the Remaining Property after any required Prepayment as set forth below. The owner of the Remaining Property will remain liable to pay, pursuant to the terms of this Amended and Restated Service and Assessment Plan, as updated, and the PID Act, the Assessment that remains due on the Remaining Property, subject to an adjustment in the Assessment applicable to the Remaining Property after any required Prepayment as set forth below. Notwithstanding the foregoing, if the Assessment that remains due on the Remaining Property exceeds the applicable Maximum Assessment, the owner of the Remaining Property will be required to make a Prepayment in an amount necessary to ensure that the Assessment against the Remaining Property does not exceed such Maximum Assessment, in which case the Assessment applicable to the Remaining Property will be reduced by the amount of the partial Prepayment. If the City receives all or a portion of the eminent domain proceeds (or payment made in an agreed sale in lieu of condemnation), such amount shall be credited against the amount of Prepayment, with any remainder credited against the Assessment on the Remaining Property. In all instances the Assessment remaining on the Remaining Property shall not exceed the applicable Maximum Assessment. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 24 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN By way of illustration, if an owner owns 100 acres of Assessed Property subject to a $100 Assessment and 10 acres is taken through a Taking, the 10 acres of Taken Property shall be reclassified as Non-Benefited Property and the remaining 90 acres constituting the Remaining Property shall be subject to the $100 Assessment (provided that this $100 Assessment does not exceed the Maximum Assessment on the Remaining Property). If the Administrator determines that the $100 Assessment reallocated to the Remaining Property would exceed the Maximum Assessment, as applicable, on the Remaining Property by $10, then the owner shall be required to pay $10 as a Prepayment of the Assessment against the Remaining Property and the Assessment on the Remaining Property shall be adjusted to $90. Notwithstanding the previous paragraphs in this subsection, if the owner of the Remaining Property notifies the City and the Administrator that the Taking prevents the Remaining Property from being developed for any use which could support the Estimated Buildout Value requirement, the owner shall, upon receipt of the compensation for the Taken Property, be required to prepay the amount of the Assessment required to buy down the outstanding Assessment to the applicable Maximum Assessment on the Remaining Property to support the Estimated Buildout Value requirement. The owner will remain liable to pay the Assessment on both the Taken Property and the Remaining Property until such time that such Assessment has been prepaid in full. Notwithstanding the previous paragraphs in this subsection, the Assessments shall never be reduced to an amount less than the amount required to pay all outstanding debt service requirements on all outstanding PID Bonds. SECTION VII: ASSESSMENT ROLL The Improvement Area #1 Assessment Roll is attached as Exhibit F-1. The Administrator shall prepare and submit to the City Council for review and approval proposed revisions to the Improvement Area #1 Assessment Roll and Improvement Area #1 Annual Installments for each Parcel as part of each Annual Service Plan Update. SECTION VIII: ADDITIONAL PROVISIONS A. Calculation Errors If the owner of a Parcel claims that an error has been made in any calculation required by this Amended and Restated Service and Assessment Plan, including, but not limited to, any calculation made as part of any Annual Service Plan Update, the owner's sole and exclusive remedy shall be to submit a written notice of error to the Administrator by December 15t of each WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 25 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN year following City Council's approval of the calculation. Otherwise, the owner shall be deemed to have unconditionally approved and accepted the calculation. The Administrator shall provide a written response to the City Council and the owner not later than 30 days after receipt of such written notice of error by the Administrator. The City Council shall consider the owner's notice of error and the Administrator's response at a public meeting, and, not later than 30 days after closing such meeting, the City Council shall make a final determination as to whether an error has been made. If the City Council determines that an error has been made, the City Council shall take such corrective action as is authorized by the PID Act, this Amended and Restated Service and Assessment Plan, the applicable Assessment Ordinance, the applicable Indenture, or as otherwise authorized by the discretionary power of the City Council. The determination by the City Council as to whether an error has been made, and any corrective action taken by the City Council, shall be final and binding on the owner and the Administrator. B. Amendments Amendments to this Amended and Restated Service and Assessment Plan must be made by the City Council in accordance with the PID Act.To the extent permitted by the PID Act,this Amended and Restated Service and Assessment Plan may be amended without notice to owners of the Assessed Property: (1)to correct mistakes and clerical errors; (2) to clarify ambiguities; and (3)to provide procedures to collect Assessments, Annual Installments, and other charges imposed by this Amended and Restated Service and Assessment Plan. C. Administration and Interpretation The Administrator shall: (1) perform the obligations of the Administrator as set forth in this Amended and Restated Service and Assessment Plan; (2) administer the District for and on behalf of and at the direction of the City Council; and (3) interpret the provisions of this Amended and Restated Service and Assessment Plan. Interpretations of this Amended and Restated Service and Assessment Plan by the Administrator shall be in writing and shall be appealable to the City Council by owners of Assessed Property adversely affected by the interpretation. Appeals shall be decided by the City Council after holding a public meeting at which all interested parties have an opportunity to be heard. Decisions by the City Council shall be final and binding on the owners of Assessed Property and developers and their successors and assigns. D. Form of Buyer Disclosure/Filing Requirements Per Section 5.014 of the Texas Property Code, as amended, this Amended and Restated Service and Assessment Plan, and any future Annual Service Plan Updates, shall include a form of the buyer disclosures for the District. The buyer disclosures are attached hereto as Appendix B. Within seven days of approval by the City Council,the City shall file and record in the real property WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 26 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN records of the County the executed ordinance of this Amended and Restated Service and Assessment Plan, or any future Annual Service Plan Updates. The executed ordinance, including any attachments, approving this Service an Assessment Plan or any future Annual Service Plan Updates shall be filed and recorded in their entirety. E. Severability If any provision of this Amended and Restated Service and Assessment Plan is determined by a governmental agency or court to be unenforceable, the unenforceable provision shall be deleted and, to the maximum extent possible, shall be rewritten to be enforceable. Every effort shall be made to enforce the remaining provisions. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 27 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN SCHEDULE AND EXHIBITS The following Schedule and Exhibits are attached to and made a part of this Amended and Restated Service and Assessment Plan for all purposes: Schedule I Reimbursement Obligations ExhibitA-1 Map of the District ExhibitA-2 Plats of Improvement Area #1 Exhibit A-3 Map of the Preserve Exhibit A-4 Map of Remainder Area Exhibit A-5 Lot Type Classification Map Exhibit B Project Costs Exhibit C Service Plan Exhibit D Sources and Uses of Funds Exhibit E Maximum Assessment and Tax Rate Equivalent Exhibit F-1 Improvement Area #1 Assessment Roll Exhibit F-2 Improvement Area #1 Annual Installments Exhibit G-1 Maps of Initial Common to All Improvements Exhibit G-2 Maps of Improvement Area#1 Improvements Exhibit H Form of Notice of Assessment Termination Exhibit I Debt Service Schedule for Improvement Area #1 Bonds Exhibit)-1 District Boundary Description Exhibit)-2 Improvement Area #1 Boundary Description Exhibit)-3 Remainder Area Boundary Description WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 28 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN SCHEDULE I The following Schedule is attached to and made a part of this Amended and Restated Service and Assessment Plan for all purposes: 1. Improvement Area#1 Reimbursement Obligation Outstanding Principal Amount: The amount available in the Improvement Area #1 Improvements Account of the Project Fund established pursuant to the terms of that certain Indenture of Trust by and between the City and BOKF, NA, as Trustee, dated as of October 1, 2024(the"Improvement Area #1 Indenture"),as available pursuant to the terms the Improvement Area#1 Indenture. • Interest Rate:The Improvement Area#1 Reimbursement Obligation shall bear no interest. • Date of Improvement Area #1 Assessment Ordinance Approval: Ordinance No. 033302 approved on February 20, 2024, and recorded in the real property records of Nueces County, Texas on February 23, 2024, as Document No. 2024005581. • Date of Improvement Area#1 Bond Ordinance Approval: Ordinance No. approved on October 15, 2024, and recorded in the real property records of Nueces County,Texas on , 2024 as Document No. • Payment Source: Solely from: Funds available in the Improvement Area#1 Improvements Account of the Project Fund established by Improvement Area#1 Indenture. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 29 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN APPENDICES The following Appendices are attached to and made apart of this Amended and Restated Service and Assessment Plan for all purposes: AppendixA Engineer's Report Appendix B Buyer Disclosures WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 30 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT A-1 - MAP OF THE DISTRICT Hl AfAl r I JA ENGINEERING- 'EXP.3 ENGI3kfERIPaGflRfd F133f i it �4�y`��`S � '� �wvscrwxrwr�76i+. I o . l to I h � `rti1 O.y ! 10, t I! I f } DIAMOND BEAC . 4 --- HOLDINGS w WHITECAP NORTH PADRE ISLAND _A f PA]DIRECT PUBLI" MPRDVEPAENTS PHJI':. EXHIBIT C WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 31 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT A-2—PLATS OF IMPROVEMENT AREA#1 Plat of W EI I T E C A P NORTH PADRE ISLANQ ,w... w�„ Umdt IA na In. rzx�� aE tin. ,anm+«na"`uk:rnna.n Page 1 af2 a °� °•TM Me •,,• ,T aF.w .,o PF TME Pew -max, m aerb .ma °& i a_ ECG v xK wxRwl,r:*n'rt+m.ar rt ww[wn at -Y, ✓W P En i Q&0 e ,.r,.a nk Mntl end>w ei°In. n m L' M4.�PtSa�nfFl W.M oR65 xw.a s e..ns �,+snow wnm nvwrc+ne.rwnar rz9_ ttACr(laCi ).A wn rw nm aEo.nF rzs�� ��Or�.-I 1 rd rwrl i�r*1, �-,.-u. ..o v nc e�c rie,.m a wglrt.xm ev rvc Hemw[n aEnc MEr �. r, 1� 11 .nfFl1w wewy weue ,� h � � ' ��... : s.•uwm .�m t w.r...x n mE nwmnrzn. - eq SMrr cr srrr.5 -. f3NaRr N be.teml b hr , _�c2J—.r e•wM Ne Po rsm Harr r _fn - Anl Ys tler it e� n nu �aMtl.'.S,Yelh.l,c.n.xuaNaµde mIF �e ali al�: mni arcpm- .vF�^°a b.�M a a and,eun eax s e,••mme,,..nn ser,�e s a wd m I c°rvur .ri.T � � na pum e i oc- 5 IJA ENGINEERING >•mr a rmrva a..w.e,�s,in.� �rvr' �MI WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 32 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN wAFao erns - .•� rvF,eulLoluc uNEs � r \\ y4 [f lI1F I 5YT�1 / t3i $ H`G I .., -- - - Plat of WHITECAP LJ� u z NORTH PADRE ISLAND LJA EFI G[NEERING Unit 1A WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 33 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN U:T "I'll,LIE,. Plat of WH I T E C A P NORTH PADRE ISLAND ullit 1 B 1t1 Pie V T' LJA ENGINEERi71l: n' �e} .. 1I.fC I L.��[. I G - � ., ��� 1 .. t[ys�°• j'e^ IIi UTR I �. r�r r-s-aa -r f SOUTH 52'c,5a .- IT WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 34 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN NQrES rF�F TewS LLYxIT LF rvuELEy rx aurrcr._.rs.ss,wew tuo.l s, ewueat. Plat of FR.P Prvh ed wlmECAR twx a IvxYo I.Ic. %w WHITECAP K I•o -mpR k� a unwa rmrnr®ar¢c6axt rnxm n nr Y•n l. epemr oe�o �k.mm�ae rvodope me plaak -r_ FlrlyH�aixw a�wn'n PJn, a <; p:o a tld��.v.r'Mla" NORTH PADRE ISLAND Unit Ic .�.rxr,tl xr£vu.°la.«nAm Pagel of? uvr,M��.°a"'r+r�Ix nE rw.eenm+�wr xxl n.0..+.it enn me our�mr'nF'M°4 #d''�P�nv:+°.n .n rrmi"rs"x�ni ne`ems o��°'�"'x""„"��°i••"`hEeFe e.re..n. rr r.E . ,���.,x,. ©.,r•. Jerq�ipr H1 Mp hr tFe P rF;nr signelume aHo Pmodr rwo rs or rvwa unv. P � m M r,atir,orh s wnenq. 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SWIQ l k It' 3ihd M d d RL kF 14 SCRTE#TEIW I E .L .— - - e e n•m n me N y A..e .eea x n�en pren q I o - :rimy v wenJeJY e, i�N hxee I...e� hr u - ❑�t'iT.Gmfc IJN6 iC o< �- ooummm xo - I r v ' VL #' n r sr �rEfs 1 .• .. .w3 !66'1 4Crtl I Eeeo 1 e FegRwed PrNenkne La tl survefrr lu.- rend Mr.anew ngr..n. r•m nradP.n m.nRn.Pa�raer 2 Ow pF hyi� a or4 wn to iFe bM N MnoNadya. my�pYa6 °rd ILeI'MrJel hore hoerrinpraed.roar oMra[im.rk all L, 5 Thle rTol pkn Y kn bnnlr Eancahak Praprvb ran ePPrevxd E9 ihn °'@I°"a r � (f.se^e.}rr seine®pr�we Clry d .pm n I.Teem, Jw anY e.ommpn 9 •.vn>tRmm,xdF aeon P vai ml Pr Ice. J(Afi T.M1a rAc tloY N � JC_ nnn;r ac,crv_,co_ LJ.A ENGINEERWG e .nl�µpmeraaiervpea Engmwr ry _ I.b<n R Fmrc=.le_zrJs.y.+rl WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 35 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN F I F ay -- 1 r Jxo I r�` qd 9N pq NO ♦�_ _ a e rT rF 4iiE t c. fr E HL:I L- I .rFf If ErT=FE qM1 / nr I. '° as It $$ LJA ENGNlMENING F LrrE `fin T ,E 43 A / F'ilz of II WHITECAP I Linr:�I— F L 4iI A NORTH PADRE ISLAND CIF r ZIIllt 1c I`,ULD LOTS TrP.puIL614G IJNES Fagc2 oP2 WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 36 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN �yl ha'rES d ae 4+llc,da Fe,eb,xra-H>n S at OfW H I T E C A P "Y� NORTH PADRE ISLAND Unit �r , n TT. ae�nn.r xo�EAti<.F.aede�M Page 1 Of p r�n..nr�'o..0 rmr r rF�ue rrwwrwr rc Iw is p,uf'�i ' TZI rwmrxw wE Lnm Hcn�a •.lar h arrx 19xM.eo-.aA r.Y ehc mod. cu a v,ne r,�eut me.r:I�nwena,me,nm, W s ptrW rrM b '�' 9EgG! @ 9CP6@FA rCillMti IRFtIS F r,iN�irU Or 1!E>wdrE SIPN�n WVYL a mw¢'m R98ak,wlwp@c xn¢».¢Yu mns Yrr@[wY is rr A pndrr m Fond nad w nr orlu_!M1e deY°m H H ly�» FA _�� wdP a SND 1�M urn r,aul wnm veu:.m.eccrrvr+ ]O ACRL llS:l BF�AF A^POMON OF rWMIS S/J10 w AF'FEF�FALHCED»Ih CCYA6;,r1 W�PFPNrtY OFEO.`M.C. v Nr Wa*2f rtW �,.va i'O 20 90 (P-wi F92 MI LES L Wi5 AIfO OFSCP e© tlF k ]O.FYBh rcF[mAcr(mlcr ilk A "e KRE rRKr(TWr:F n1 A lllilU A�mAcrs IrHe,: 5}§h�rC n uaw�r+n 3Y TMi xwoune weuusnr�a�"�n e ra w[rvxrni[v.»'s m a[ Mean WwIE a WE n„ xFw 001hT/OF N liom .. ,c k M rFe Cou rvq Grad n M rw rna CmnrY. gu o .Im°r�m�eo-�ma�m.ne mr°Y drY mlm m�Wnm� utm rsnl+E dw m y d�a o.`. o tv 11 uL Dwner<DC Wh��A w l«wr�.a.al w a sYr.ew.n i o eaa rou@' s n' w� .,@@' -0r<d rF.a mom-.on axna vFd ulMer m �' mle��mo Imp a Fvnln aeex1—p epvey m opprorsi by the �ma6un aN briar: hwa I awnwnlpdnaeJ unJar:oMron fa m ull Lat 9epe hmm. 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TEs0.5 Stlb BLrxk •'G 'F HL Sx 14 k f 1Ex as Ek UT aM m or Ae W:ppm evreNeraYrvq mesa AEF�N�Ix�L E-E� T TWS SM )-A- h:AE%.PLW 9EIN4 ° ^Rlht t5.lnw •Y+M <x ttnl[Flw[xw u vP nd G_n xrdrr mr'Wnd end exnl Ie!°mr,VM1k dm•df ugg')M1 x°°Al �'e� �- ! u rwr Crow drrd xtwrmm xc2wNw.agtaoa55d3.[OFF _ - 9P F1E5 R NPs PF P aronrmxr YS 815 AtRE rWxn - CF L— /.iH6 A °l3ura a.x wr,..,•rxur x.n,m uE x.wr.hm a.nIF KNdvF f9 • ,.— z -_F - sFl_i L yEEnHus. � :A ozsxlana, 4la€GFS CodNT�.iE-- Iv 4pby pehlle. . r - _ t II A1, ';x, I rGµ T�o I' II.. `i �Rwl droxrncc na,ew w...eianFa m en of�uc t a m<eparry. cw�m o°a� ra 1 M dY dial tlx lcreq¢y p N VlWicCix xwm'_ I'L Ertdmmi'h° .ilea hT d Y� 1 caOF u[Ca5 p Flce°bs do maecea ub nii Thr M bed M a•etl rn p.M1px d ! �' "m � /°°k eyrt°L wffA Acxryxe Croy Thwa., n ry M L pJ,cs ae h1'me Pe°s g c°me ursn m[ke—tp L � 7 I rc 'et` IIILLLI�i�" f[3jll{1 LNfT tE h4li�IL1,Ntt / ° o00 ®ool®® r J Z I - � n _a STdWIE of lE]MS of Nuam i tl[4 1+NX�' 111'+� ufW I Flmnee q bge:areJ ryoeeenunel fs �ro�°�bu N d nrrti�m on e°fg9rroN,tl�oMa99e Sri CF 1EY45 k S t4 mi, riul la Xa t..Mrelr ae,cnnre Brno I,mem bd"m,l 4ro.e hmr a^eaw�l xx Tdai,anryrmrme .9 Rn p prcpsro, uppro.W b:th. and ISwk mma oc atrvxn hxmex ed a kt, • m d Ilwdwr.,m ss°nres r rM1e Gltl at Caww 9YneP.TFwa. dw untl ra°mnnde tliAgentt wneiabm adM1 sw itl proreuie el prpetk� l NieeHastley M 2(J__ LJAENGINEERING snlapmept bw.p=e Eriotnr.r — Fm°m Jr_ih,n a a_P ems.Nor WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 39 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN Plat of WHITECAP NORTH PADRE ISLAND Tuit 1 - i 1 IE.F+[IT L.L IHL4YPi LOT6¢ :JLr,Lr,ES ttP.ouILJIM;ukES .4 �f Via?-w�� �irH . •. M, rm r E .i •-'../ink IF seaa r't aegis'' ALA r LJA EfFGINEEHING WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 40 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT A-3 - MAP OF THE PRESERVE _® / irI'll 41 14 I, 4 {Jl C I T I Ll l� l r - r i I -- ' HOL:. WHITECAP NORTH PADRE IStANT l9Nf IlAL IMPROVEMENTS -- COMMON TO ALL gsrr;a EXHIBIT 11 I ' w WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 41 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT A-4- MAP OF REMAINDER AREA MI -LE = LJA ENGINEERING- •I r f TEXAS ENGINEERING FIRM F-13SE Tnr:en- IS oe a: C i I x A j f � Y f1 �1r f{J L l I cl - �l T I , . - I� -- f T - �1 EI ' I L i.JI DIAMOND BEACH HOLDINGS �.., WHITECAP NORTH PADRE ISLAND REMAINING_ ` IMPROVEMENT AREA 6 EXHIDIT WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 42 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT A-5-LOT TYPE CLASSIFICATION MAP 1p Phase 9 Site Visualization WHITECAP REVISED 24-04-08 0 S `j rp rpe. su t r 'L s�4Sw.�xarrt�t nerve �i .s ,per df +.'a'a` y A�i M1 © �.. _ �. ward aat sm ter' SII �O8� Y y@`yA � t to adi - tlt ns �° IPSa �FTfIOweA![NO � .4� M r L9 J6 - t r a Future Development i A, �;j ",.,..3. ., ?.'!�, '��*'.=Its � _ FuturepevePopment_ F WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 43 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT B - PROJECT COSTS 1701�"',-"!-��117 Initial Common to All Improvements[<] Preserve $ 2,310,000 $ 23.55% $ 544,018 76.45% $ 1,765,982 Soft Costsldl 852,500 23.55% 200,769 76.45% 651,731 $ 3,162,500 $ $ 744,786 $ 2,417,714 ImprovementArea#1 Improvements Street $17,087,424 $ 100.00% $ 17,087,424 0.00% $ - Drainage 1,655,010 100.00% 1,655,010 0.00% Water 1,742,790 100.00% 1,742,790 0.00% Wastewater 3,196,725 100.00% 3,196,725 0.00% Soft Costs[,] 3,436,250 100.00% 3,436,250 0.00% $27,118,199 $ $ 27,118,199 $ ImprovementArea#1 Private Improvements Community Amenities and Parks $ 8,460,000 $ 8,460,000 0.00% $ - 0.00% $ Private Landscape Development Costs 2,291,000 2,291,000 0.00% 0.00% $ 10,751,000 $10,751,000 $ $ Bond Issuance Costs Debt Service Reserve $ 1,773,235 $ 1,773,235 $ Capitalized Interest - - Underwriter's Discount 621,510 621,510 Costs of Issuance 1,243,020 1,243,020 $ 3,637,765 $ 3,637,765 $ Other Costs Deposit to Administrative Fund $ 40,000 $ 40,000 $ $ 40,000 $ 40,000 $ - Total $44,709,464 $10,751,000 $ 31,540,750 $ 2,417,714 Footnotes: [a]Total Costs per Preliminary Opinion of Probable Construction Costs Whitecap-North Padre Island,PID Direct Public Improvements dated 11/17/2023. [b]Not reimbursable through Assessments. [c]Initial Common to All Improvements are allocated to Improvement Area#1 and the Remainder Area pro rata based on acreage.Improvement Area#1 is 55.9022 acres and the Remainder Area 181.4688 acres.Therefore,Improvement Area#1 is allocated 23.55%(=55.9022/(55.9022+ 181.4688))of the Initial Common to all Improvements,and the Remainder Area is allocated the remaining 76.45%(=181.4688/(55.9022+ 181.4688))of the Initial Common to All Improvements. [d]Initial Common to All Improvement Soft Costs include contingency,and consultant fees. [e]Improvement Area#1 Soft Costs includes$150,000 in District Formation Costs. WHITECAP PUBLIC IMPROVEMENT DISTRCT NO.1 44 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT C-SERVICE PLAN Improvement Area#1 Annual Installment Due ImprovementArea#1 Bonds Principal $ 459,000.00 $ 203,000.00 $ 219,000.00 $ 236,000.00 $ 254,000.00 Interest S 1,314,235.00 S 1,468,705.00 S 1,453,987.50 $ 1,438,110.00 S 1,421,000.00 (1) $ 1,773,235.00 $ 1,671,705.00 $ 1,672,987.50 $ 1,674,110.00 $ 1,675,000.00 Additional Interest (2) $ - $ 101,290.00 $ 100,275.00 $ 99,180.00 $ 98,000.00 Annual Collection Costs (3) $ 40,000.00 $ 40,800.00 $ 41,616.00 $ 42,448.32 $ 43,297.29 Total Annual Installment (4)_(1)+(2)+(3) $ 1,813,235.00 $ 1,813,795.00 $ 1,814,878.50 $ 1,815,738.32 $ 1,816,297.29 WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 45 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT D-SOURCES AND USES OF FUNDS Improvement Area 41 Remainder Area -,a Sources of Funds Improvement Area#1 Bonds $ - $ 20,717,000 $ - $ 20,717,000 Improvement Area#1 Reimbursement Obligationlal - 3,139,000 - 3,139,000 Developer Contribution[b] - 6,939,964 - 6,939,964 Developer Contribution-Initial Common to All Improvements-IA#1IcI - 744,786 - 744,786 Developer Contribution-Initial Com man to All lm provements-Remainder Arealdl - - 2,417,714 2,417,714 Developer Contribution-Private lmprovementslbl 10,751,000 - - 10,751.000 Total Sources $ 10,751,000 $ 31,540,750 $ 2,417,714 $ 44,709,464 Uses of Funds Initial Common to All Improvements $ - $ 744,786 $ 2,417,714 $ 3,162,500 Improvement Area#1 Improvements - 27,118,199 - 27,118,199 Private Improvements 10,751,000 - - 10,751,000 $ 10,751,000 $ 27,862,985 $ 2,417,714 $ 41,031,699 Bond Issuance Costs Debt Service Reserve $ - $ 1,773,235 $ - $ 1,773,235 Capitalized Interest - - - - Underwriter's Discount - 621,510 - 621,510 Costs of Issuance 1,243,020 1,243,020 $ - $ 3,637,765 $ - $ 3,637,765 Other Costs Deposit to Administrative Fund $ - $ 40,000 $ $ 40,000 $ - $ 40,000 $ - $ 40,000 Total Uses $ 10,751,000 $ 31,540,750 $ 2,417,714 $ 44,709,464 Footnotes: [a]Remaining balance of outstanding Improvement Area#1 Assessment not being refinanced by Improvement Area#1 Bonds,totalling$3,139,000,to be forgiven and released. [b]Not reimbursable through Assessments. [c]Initial Common to All Improvements allocable to Improvement Area#1 are financed by the Owner Contribution-Initial Common to All Improvements-IA#1,and are notto be reimbursed from Assessments. [d]Initial Common to All Improvements allocable to the Remainder Area are eligible to be reimbursed from future Assessments. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 46 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT E-MAXIMUM ASSESSMENT AND TAX RATE EQUIVALENT Estimated Assessment Average Annual Installment units[,] Buildout Value Buildout Value Total Per Unit Total Per Unit PID TRE Improvement Area#1 Lot Type 1 21 $ 850,000 $ 17,850,000 $ 1,433,661 $ 68,270 $ 126,438 $ 6,021 $ 0.7083 Lot Type 2 45 1,020,000 45,900,000 3,686,556 81,923 325,127 7,225 0.7083 Lot Type 3 9 1,150,000 10,350,000 831,282 92,365 73,313 8,146 0.7083 Lot Type 4 93 1,380,000 128,340,000 10,307,900 110,838 909,081 9,775 0.7083 Lot Type 5 15 1,500,000 22,500,000 1,807,135 120,476 159,376 10,625 0.7083 Lot Type 6 9 1,800,000 16,200,000 1,301,137 144,571 114,751 12,750 0.7083 Lot Type 7 7 2,400,000 16,800,000 1,349,328 192,761 119,001 17,000 0.7083 Subtotal 199 $ 257,940,000 $ 20,717,000 $ 1,827,087 Footnotes: [a]Per information provided by Developer on 9/23/2024. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 47 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT F-1- IMPROVEMENT AREA #1 ASSESSMENT ROLL Annual Installment due Property • Outstanding 571270 Improvement Area #1 Initial Parcel $ 6,313,028.07 $ 552,541.56 571269 Improvement Area #1 Initial Parcel $ 14,403,971.93 $ 1,260,693.44 Totalld $ 20,717,000.00 $ 1,813,235.00 Footnotes: [a]The Assessment and Annual Installment have initially been allocated between all Property IDs within the Improvement Area#1 Initial Parcel pro rata based on acreage as reported by Nueces Central Appraisal District.Future allocation of the Assessment will be done in accordance with Section VI of this Service and Assessment Plan. [b]Annual Installment covers the period September 15,2024 to September 14,2025,and is due January 31,2025. [c] For a version of the Improvement Area#1 Assessment Roll broken out on a per Lot basis by legal description per plats submitted by the Owner,see below.Note,Property ID numbers will be added when assigned by Nueces County. DescriptionLegal Property ID Unit Block Lot Lot Type Outstanding Total Annual Installment • - Assessment 1/31/2025 TBD 1A 1 2 Non-Benefitted $ $ TBD 1A 1 3 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1A 1 4 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1A 1 5 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1A 1 6 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1A 1 7 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1A 1 8 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1A 1 9 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1A 1 10 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1A 1 11 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1A 1 12 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1A 1 13 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1A 1 14 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1A 1 15 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1A 1 16 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1A 1 17 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1A 1 18 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1A 1 19 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1A 1 20 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1A 1 21 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1A 1 22 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1A 1 23 Lot Type 7 $ 192,761.11 $ 16,871.23 TBD 1A 1 24 Lot Type 7 $ 192,761.11 $ 16,871.23 TBD 1A 1 25 Lot Type 7 $ 192,761.11 $ 16,871.23 TBD 1A 1 26 Non-Benefitted $ - $ - TBD 1A 1 27 Non-Benefitted $ $ TBD 1B 45 1 Non-Benefitted $ $ TBD 1B 46 1 Non-Benefitted $ $ - TBD 1B 5 1 Non-Benefitted $ $ TBD 1B 5 2 Non-Benefitted $ $ WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 48 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN Legal Description Property ID Unit Block Lot Lot Type Outstanding Total Annual Installment Assessment 1/31/2025 TBD 1E 5 3 Non-Benefitted $ $ TBD 1B 6 1 Non-Benefitted $ $ TBD 1B 6 2 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 3 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 4 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 5 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 6 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 7 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 8 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 9 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 10 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 11 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 12 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 13 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 14 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 15 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 16 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 17 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 18 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 19 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD a, 1B 6 20 Non-Benefitted $ - $ - TBD�'l 1B 6 21 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 22 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 23 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 24 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 25 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 26 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 27 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 28 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 29 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 30 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 31 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 7 1 Non-Benefitted $ - $ - TBD 1B 7 2 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 7 3 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 7 4 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 7 5 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 7 6 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 7 7 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 7 8 Lot Type 2 $ 81,923.47 $ 7,170.27 WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 49 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN Legal Description Im Outstanding Total Annual Installment JD - PropertyTBD 1B7 9 Lot Type 2 $ 81,923.47 $ 7,17TBD 1B 7 10 Lot Type 2 $ 81,923.47 $ 7,17 TBD 113 7 11 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 7 12 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 113 7 13 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 7 14 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 113 7 15 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 113 8 1 Non-Benefitted $ - $ - TBD�cl 1B 8 2 Lot Type 1 $ 68,269.56 $ 5,975.23 TBD 113 8 3 Lot Type 1 $ 68,269.56 $ 5,975.23 TBD 1B 8 4 Lot Type 1 $ 68,269.56 $ 5,975.23 TBD 113 8 5 Lot Type 1 $ 68,269.56 $ 5,975.23 TBD�'l 1B 8 6 Lot Type 1 $ 68,269.56 $ 5,975.23 TBD 113 8 7 Lot Type 1 $ 68,269.56 $ 5,975.23 TBD 1B 8 8 Lot Type 1 $ 68,269.56 $ 5,975.23 TBD 113 8 9 Lot Type 1 $ 68,269.56 $ 5,975.23 TBD 1B 8 10 Lot Type 1 $ 68,269.56 $ 5,975.23 TBD 113 8 11 Non-Benefitted $ - $ - TBD 1B 8 12 Non-Benefitted $ - $ - TBD 113 8 13 Lot Type 1 $ 68,269.56 $ 5,975.23 TBD 1B 8 14 Lot Type 1 $ 68,269.56 $ 5,975.23 TBD 113 8 15 Lot Type 1 $ 68,269.56 $ 5,975.23 TBD 1B 8 16 Lot Type 1 $ 68,269.56 $ 5,975.23 TBD 113 8 17 Non-Benefitted $ - $ - TBD 1B 8 18 Lot Type 1 $ 68,269.56 $ 5,975.23 TBD 113 8 19 Lot Type 1 $ 68,269.56 $ 5,975.23 TBD 1B 8 20 Lot Type 1 $ 68,269.56 $ 5,975.23 TBD 1B 8 21 Lot Type 1 $ 68,269.56 $ 5,975.23 TBD 113 8 22 Non-Benefitted $ - $ - TBD 1B 9 1 Non-Benefitted $ $ TBD 1B 9 2 Non-Benefitted $ $ - TBD 1B 9 3 Lot Type 1 $ 68,269.56 $ 5,975.23 TBD 113 9 4 Lot Type 1 $ 68,269.56 $ 5,975.23 TBD 1B 9 5 Lot Type 1 $ 68,269.56 $ 5,975.23 TBD 1B 9 6 Lot Type 1 $ 68,269.56 $ 5,975.23 TBD 1B 9 7 Non-Benefitted $ - $ - TBD 1E 1 1 Non-Benefitted $ $ TBD 1E 2 1 Non-Benefitted $ $ - TBD 1E 2 2 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 2 3 Lot Type 4 $ 110,837.64 $ 9,700.95 WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 50 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN ,,.Legal Description Im Outstanding Total Annual Installment JD - PropertyTBD 1E 2 4 Lot Type 4 $ 110,837.64 $ 9,70TBD 1E 2 5 Lot Type 4 $ 110,837.64 $ 9,70 TBD 1E 2 6 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 2 7 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 2 8 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 2 9 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 2 10 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 2 11 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 2 12 Non-Benefitted $ - $ - TBD 1E 2 13 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 2 14 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 2 15 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 2 16 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 2 17 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 2 18 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 2 19 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 2 20 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 3 1 Non-Benefitted $ - $ - TBD 1E 3 2 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 3 3 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 3 4 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 3 5 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 3 6 Lot Type 6 $ 144,570.83 $ 12,653.42 TBD 1E 3 7 Lot Type 6 $ 144,570.83 $ 12,653.42 TBD 1E 3 8 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 3 9 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 3 10 Non-Benefitted $ - $ - TBD 1E 3 11 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 3 12 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 3 13 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 3 14 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 3 15 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 3 16 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 3 17 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 3 18 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 3 19 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 3 20 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 3 21 Non-Benefitted $ - $ - TBD 1E 4 1 Non-Benefitted $ $ TBD 1E 5 1 Non-Benefitted $ $ J WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 51 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN Legal Description Im Outstanding Total Annual Installment JD - PropertyTBD 1E 7 16 Lot Type 2 $ 81,923.47 $ 7,17TBD 1E 7 17 Lot Type 2 $ 81,923.47 $ 7,17 TBD 1E 7 18 Non-Benefitted $ - $ - TBD 1E 10 1 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 10 2 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 10 3 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 10 4 Non-Benefitted $ - $ - TBD 1E 11 1 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 11 2 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 11 3 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 11 4 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 11 5 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 11 6 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 11 7 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 11 8 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 11 9 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 11 10 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 11 11 Lot Type 6 $ 144,570.83 $ 12,653.42 TBD 1E 11 12 Lot Type 7 $ 192,761.11 $ 16,871.23 TBD 1E 11 13 Lot Type 7 $ 192,761.11 $ 16,871.23 TBD 1E 11 14 Lot Type 7 $ 192,761.11 $ 16,871.23 TBD 1E 11 15 Lot Type 6 $ 144,570.83 $ 12,653.42 TBD 1E 11 16 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 11 17 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 11 18 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 11 19 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 11 20 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 11 21 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 11 22 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 11 23 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 12 1 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 12 2 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 13 1 Non-Benefitted $ - $ - TBD 1E 14 1 Non-Benefitted $ - $ - TBD 1E 14 2 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 14 3 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 15 1 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 11) 14 4 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 11) 14 5 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 11) 14 6 Lot Type 4 $ 110,837.64 $ 9,700.95 WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 52 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN Legal Description Outstanding Total Annual Installment JD - PropertyTBD 1D 14 7 Lot Type 4 $ 110,837.64 $ 9,70TBD 1D 14 8 Non-Benefitted $ - $ TBD 1D 14 9 Non-Benefitted $ - $ - TBD 1D 15 2 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1D 15 3 Non-Benefitted $ - $ - TBD 1D 15 4 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1D 15 5 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1D 15 6 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1D 15 7 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1D 15 8 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1D 15 9 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1D 15 10 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1D 15 11 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1D 15 12 Lot Type 6 $ 144,570.83 $ 12,653.42 TBD 1D 15 13 Lot Type 6 $ 144,570.83 $ 12,653.42 TBD 1D 15 14 Lot Type 6 $ 144,570.83 $ 12,653.42 TBD 1D 15 15 Lot Type 6 $ 144,570.83 $ 12,653.42 TBD 1D 15 16 Lot Type 6 $ 144,570.83 $ 12,653.42 TBD 1D 15 17 Lot Type 7 $ 192,761.11 $ 16,871.23 TBD 1D 15 18 Lot Type 5 $ 120,475.69 $ 10,544.52 TBD 1D 15 19 Lot Type 5 $ 120,475.69 $ 10,544.52 TBD 1D 15 20 Lot Type 5 $ 120,475.69 $ 10,544.52 TBD 1D 15 21 Lot Type 5 $ 120,475.69 $ 10,544.52 TBD 1D 15 22 Lot Type 5 $ 120,475.69 $ 10,544.52 TBD 1D 15 23 Lot Type 5 $ 120,475.69 $ 10,544.52 TBD 1D 15 24 Lot Type 5 $ 120,475.69 $ 10,544.52 TBD 1D 15 25 Lot Type 5 $ 120,475.69 $ 10,544.52 TBD 1D 15 26 Non-Benefitted $ - $ - TBD 1C 16 1 Non-Benefitted $ - $ - TBD 1C 16 2 Lot Type 5 $ 120,475.69 $ 10,544.52 TBD 1C 16 3 Lot Type 5 $ 120,475.69 $ 10,544.52 TBD 1C 16 4 Lot Type 5 $ 120,475.69 $ 10,544.52 TBD 1C 16 5 Lot Type 5 $ 120,475.69 $ 10,544.52 TBD 1C 16 6 Lot Type 5 $ 120,475.69 $ 10,544.52 TBD 1C 16 7 Lot Type 3 $ 92,364.70 $ 8,084.13 TBD 1C 16 8 Lot Type 3 $ 92,364.70 $ 8,084.13 TBD 1C 16 9 Lot Type 3 $ 92,364.70 $ 8,084.13 TBD 1C 16 10 Lot Type 3 $ 92,364.70 $ 8,084.13 TBD 1C 16 11 Lot Type 5 $ 120,475.69 $ 10,544.52 TBD 1C 16 12 Lot Type 5 $ 120,475.69 $ 10,544.52 TBD 1C 16 13 Lot Type 3 $ 92,364.70 $ 8,084.13 TBD 1C 16 14 Lot Type 3 $ 92,364.70 $ 8,084.13 TBD 1C 16 15 Lot Type 3 $ 92,364.70 $ 8,084.13 TBD 1C 16 16 Lot Type 3 $ 92,364.70 $ 8,084.13 TBD 1C 16 17 Lot Type 3 $ 92,364.70 $ 8,084.13 TBD 1C 16 18 Non-Benefitted $ - $ Total $ 20,717,000.32 $ 1,813,234.69 WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 53 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN Footnotes: [a]Lot appears as Lot Type 2 in Service and Assessment Plan,but plat has since been revised,and Lot has changed to Non-Benefitted Property.Assessments and Annual Installments adjusted accordingly. [b] Lot appears as Non-Benefitted Property in Service and Assessment Plan,but plat has since been revised,and Lot has changed to Lot Type 2.Assessments and Annual Installments adjusted accordingly. [c] Lot appears as Lot Type 2 in Service and Assessment Plan,but plat has since been revised,and Lot has changed to Lot Type 1. Assessments and Annual Installments adjusted accordingly. [d] Lot appears as Non-Benefitted Property in Service and Assessment Plan,but plat has since been revised,and Lot has changed to Lot Type 1.Assessments and Annual Installments adjusted accordingly. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 54 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT F-2- IMPROVEMENT AREA #1 ANNUAL INSTALLMENTS Installment Principal Interest Ea3 Additional Annual Collection To;al Annual Due 1/31 Interest Costs 2025 $ 459,000 $ 1,314,235 $ - $ 40,000 $ 1,813,235 2026 $ 203,000 $ 1,468,705 $ 101,290 $ 40,800 $ 1,813,795 2027 $ 219,000 $ 1,453,988 $ 100,275 $ 41,616 $ 1,814,879 2028 $ 236,000 $ 1,438,110 $ 99,180 $ 42,448 $ 1,815,738 2029 $ 254,000 $ 1,421,000 $ 98,000 $ 43,297 $ 1,816,297 2030 $ 274,000 $ 1,402,585 $ 96,730 $ 44,163 $ 1,817,478 2031 $ 296,000 $ 1,382,720 $ 95,360 $ 45,046 $ 1,819,126 2032 $ 319,000 $ 1,361,260 $ 93,880 $ 45,947 $ 1,820,087 2033 $ 343,000 $ 1,338,133 $ 92,285 $ 46,866 $ 1,820,284 2034 $ 370,000 $ 1,313,265 $ 90,570 $ 47,804 $ 1,821,639 2035 $ 399,000 $ 1,286,440 $ 88,720 $ 48,760 $ 1,822,920 2036 $ 430,000 $ 1,257,513 $ 86,725 $ 49,735 $ 1,823,972 2037 $ 463,000 $ 1,226,338 $ 84,575 $ 50,730 $ 1,824,642 2038 $ 499,000 $ 1,192,770 $ 82,260 $ 51,744 $ 1,825,774 2039 $ 538,000 $ 1,156,593 $ 79,765 $ 52,779 $ 1,827,137 2040 $ 579,000 $ 1,117,588 $ 77,075 $ 53,835 $ 1,827,497 2041 $ 624,000 $ 1,075,610 $ 74,180 $ 54,911 $ 1,828,701 2042 $ 672,000 $ 1,030,370 $ 71,060 $ 56,010 $ 1,829,440 2043 $ 724,000 $ 981,650 $ 67,700 $ 57,130 $ 1,830,480 2044 $ 781,000 $ 929,160 $ 64,080 $ 58,272 $ 1,832,512 2045 $ 841,000 $ 872,538 $ 60,175 $ 59,438 $ 1,833,150 2046 $ 906,000 $ 811,565 $ 55,970 $ 60,627 $ 1,834,162 2047 $ 976,000 $ 745,880 $ 51,440 $ 61,839 $ 1,835,159 2048 $ 1,052,000 $ 675,120 $ 46,560 $ 63,076 $ 1,836,756 2049 $ 1,133,000 $ 598,850 $ 41,300 $ 64,337 $ 1,837,487 2050 $ 1,221,000 $ 516,708 $ 35,635 $ 65,624 $ 1,838,967 2051 $ 1,316,000 $ 428,185 $ 29,530 $ 66,937 $ 1,840,652 2052 $ 1,417,000 $ 332,775 $ 22,950 $ 68,275 $ 1,841,000 2053 $ 1,527,000 $ 230,043 $ 15,865 $ 69,641 $ 1,842,548 2054 $ 1,646,000 $ 119,335 $ 8,230 71,034 $ 1,844,599 Total $ 20,717,000 $ 30,479,028 $ 2,011,365 $ 1,$ 622,723 1 $ 54,830,116 Footnotes: [a] Interest is calculated at a 7.25%rate for illustrative purposes. [b] The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Annual Collection Costs, reserve fund requirements, interest earnings,or other available offsets could increase or decrease the amounts shown. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 55 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT G-1 - MAPS OF INITIAL COMMON TO ALL IMPROVEMENTS HI -LE LJAENGINEERING'- 1 r TEXAS QJGIG INGFJRMF1:dE f L F f° F ! . fY�I� } r /a � jtd I t t� t 1 f I ! = 3.. r I , EL I I I r J DIAMOND BEACh' HOLDINGS ,WHITECAP l — = NORTH PADRE ISLAN -.. w c I oI-i INffWIMPROVEMENTS COMMON TO ALL AREAS . EXHIBIT H WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 56 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT G-2- MAPS OF IMPROVEMENT AREA #1 IMPROVEMENTS HI. •LE I I 1IVYPR.0 ME`N-T A-R E-A�tt 2 1f � 1;\L yyy L ! 7 r - ���r iff• !F f '� AulDCADSKX7ex4ww I — J' 3E d f I �; _. DflAMOND REACH r kfClLi}INCiS � ' + r WHITECAP ASL'JA EG]ENc�INEERIN- TEXASNORTH PADRE ISLAND a NWEEI1Nv FIRM F-.3E6 MPROV€MENT AREA#1 SITS STREET A STORM P1S]DIRECT PUBLIC IMPROVEMENTS sx ual . EXHIBIT D WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 57 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN HI 1E p I`�I hm i w w I it II " MPRG VIE AAE`NT If r� i J,*> * '\ ,� � !fir-`'4 p �• r f s _ � I T % DIAMOND BEACH HOLDINGS LJA ENGINEERING f ' HNORTH MI D E C A Pf x i'7r CAS E4�NEERKG FIRM F-139U �� E ISLAND IMPROVEMENT AREA.#1 WATER PID DIRECT PUBLIC IIIYIPR{3YE14AENT4 r WW =krT, `;, EXHIBIT E WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 58 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN HI 1E IJ j � I - ! x{ ''• y. III _ c A--R E.A I% 'I .,-- I r DIAMOND BEACH 4 HOLDINGS a LJA ENGINEERING f W HIr NORTH TEXAS' aE A P B TEXA:'ENGINEERING FIRM F-136£ +'� � I tSLAND r3W s raw..S�3LO..2f NPROVEMENT AREA 41 WASTEWATER i =.rpr CY:IIN.,Tatrs.M, • PID DIRECT PUBLIC IMPROVEMENTS r I �~ • � EXHIBIT F WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 59 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN AE�j F0, a i:-L, �k�- E s.=.wb 5V L Ma a[v to F01 c4l5RwCfGx,NCaNG.Z- 0 m m Ne UIE l Rwr-1 F, L'. .1 TYPICAL RESIDENTIAL LOCAL STREET&UTILITIES EHifHil'JNS �7'—W TYPICAL CR-2 LOCAL STREET&UTILITIES omw fl^QKAUE —T— E TYPICAL BOULEVARD&UTILITIES �,E C— Fl T E 9 Vi TYPICAL ALLEYWAY WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 60 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT H — FORM OF NOTICE OF ASSESSMENT TERMINATION P3Works,LLC ??KS 9284 Huntington Square, Suite 100 North Richland Hills, TX 76182 [Date] Nueces County Clerk's Office Honorable [County Clerk] 901 Leopard St 4201 Corpus Christi,TX 78401 Re: City of Corpus Christi Lien Release documents for filing Dear Ms./Mr. [County Clerk] Enclosed is a lien release that the City of Corpus Christi is requesting to be filed in your office. Lien release for [insert legal description]. Recording Numbers: [Plat]. Please forward copies of the filed documents to my attention: City of Corpus Christi Attn: City Secretary 1201 Leopard St Corpus Christi,TX 78401 Please contact me if you have any questions or need additional information. Sincerely, [Signature] P3Works,LLC (817)393-0353 Admin@P3-Works.com www.P3-Works.com WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 61 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN AFTER RECORDING RETURN TO: [City Secretary Name] 1201 Leopard St Corpus Christi, TX 78401 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. FULL RELEASE OF PUBLIC IMPROVEMENT DISTRICT LIEN STATE OF TEXAS § § KNOWN ALL MEN BY THESE PRESENTS: COUNTY OF NUECES § THIS FULL RELEASE OF PUBLIC IMPROVEMENT DISTRICT LIEN (this "Full Release")is executed and delivered as of the Effective Date by the City of Corpus Christi, Texas, a Texas home rule municipality (the"City"). RECITALS WHEREAS,the governing body (hereinafter referred to as the "City Council") of the City is authorized by Chapter 372, Texas Local Government Code,as amended(hereinafter referred to as the "Act"), to create public improvement districts within the corporate limits of the City; and WHEREAS, on May 17, 2022,the City Council of the City approved Resolution No. 032761 creating the Whitecap Public Improvement District No. I (the "District"); and WHEREAS, the District consists of approximately 242.011 contiguous acres within the corporate limits of the City; and WHEREAS, on the City Council, approved Ordinance No. (hereinafter referred to as the "Assessment Ordinance") approving a service and assessment plan and assessment roll for the real property located with the District,the Assessment Ordinance being recorded on as Instrument No. in the official public records of Nueces County, Texas; and WHEREAS, the Assessment Ordinance imposed an assessment in the amount of [amount] (hereinafter referred to as the "Lien Amount") and further imposed a lien to secure the payment of the Lien Amount(the "Lien") against the following property located within the District,to wit: WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 62 PRELIMINARY AMENDED AND RESTATED SERVICE ANDASSESSMENT PLAN [legal description], an addition to the City of[City], [County],Texas, according to the map or plat thereof recorded as Instrument No. in the Map Records of Nueces County, Texas (the "Property"); and WHEREAS,the Lien Amount has been paid in full. RELEASE NOW THEREFORE,for and in consideration of the full payment of the Lien Amount,the City hereby releases and discharges,and by these presents does hereby release and discharge,the Lien to the extent that is affects and encumbers the Property. EXECUTED to be EFFECTIVE this the day of , 20_. CITY OF CORPUS CHRISTI, TEXAS, A Texas home rule municipality, By: [Manager Name], City Manager ATTEST: [Secretary Name], City Secretary STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on the day of , 20 by the City Manager for the City of Corpus Christi, Texas, a Texas home rule municipality, on behalf of said municipality. Notary Public, State of Texas WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 63 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT I — DEBT SERVICE SCHEDULE FOR IMPROVEMENT AREA #1 BONDS [to be inserted at pricing] WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 64 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT J-1 - DISTRICT LEGAL DESCRIPTION EM MIT"A" Property Boundaries and Map Metes and Bounds Description of the Progert_y T (approximately 242.011 acres) 242.011 acres being all of a 38.692 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.LF.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. 2018N5542, 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- AUgnment', 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.LF.E„ Lots 27C and 271), 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.C.C.I.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., Rocks 43&44,a map of which is recorded 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.133-184,Map Records, Nueces County, Texas,said Blacks 26,35,36,43,44,and a portion of Block 34 nowvacated as per plat recorded in Vol.67, Pg.688,Map Records, Nueces County,Texas. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 65 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT J-2-IMPROVEMENT AREA#1 LEGAL DESCRIPTION 1619111 d5su I*EIs r-19613 9MB 1i114438r vnuv t 9Asurt.rv.Lo u l ' ti`a�le.v StrFCI.Su.rr d�s,Cngstn 4 hrieTi Trx�;7tld f 1 November 21.2023 SOO I-C986r2 t 143.101 Field Notes Description for a 51.03-Acre Tract Improvement Area#1.Tract 1 STATE OF TEXAS § COUNTY OF fJUECES § Field notes,to descnibe a 51-03-acre tract Improvement Area being out a portion of Tracts 27C and 270 of the Padre Island—Corpus Christi island Fairway Estates,hereafter referred to as P.I.C_C.I.F.E.,Lots 27C and 27C.a slap recorded in Volume 67,Pages 779-785,Map Records. Nueces County,Texas,a portion of P-I-C-C-I.F-E-, Blocks 24-33, a snap recorded in Volume 40, pages 154-159, Map Records, Nueces County.Texas.a portion of out of P.I.C.G.I_F.E.,Blocks 43 &44: a snap recorded:in Volume 42. Pages 10-11, Map Records,Nueces County.Texas,and Portions of P.i.C.C.I.F.E..Blocks 34, 35, and 36, a map recorded in Volume 40, Pages 183-134. Map Records. Nueces County, Texas, said Blocks 26,35,3-5,43,44. and a portion of Block 34, now vacated as per plat recorded in Volume 67, Page 688.Map Records,Nueces County,Texas,said 51.03-acre tract being out of a portion of a 28.63- acre tract (Tract 1). a 72.31-acre tract (Tract 2). a 74.39-acre tract{Tract 3). and a 34-63-acre tract Tract. 4), as referenced in a correction warranty deed, Document Plumber 2018045642, Official Records,Nueces County,Texas,save and except 3-766 acres of a 80-font wide street,also known as Aquarius Street Re-Alignment', and recorded in Document Number 2011039226, Official Records. Nueces County, Texas, and said 51.03 acres more particularly described by metes and bounds as follows-, BEGINNING at a 518"iron rod found on said Lot 27C of the Padre Island-Corpus Christi Island Fairway Estates-and being on the south right of',way of said Aquarius Street.and said iron rod being on a carve to the right,having a radius of 330.00', a length of curve of 106.74', a delta angle of 18°31'58 and a chord bearing and distance of S 78`00'59-W 106.28'for a corner of said 30.68-acre tract(Tract 4) , for the POINT-OF-BEGINNING and northeast corner of this 51.03-acre tract; THENCE 5 02°16'21'E,a distance of 47.77'to a 518'iron rod found, for an angle comer of this 51-03- acre tract, THENCE S 44°49'36'E,a distance of 217.18'to a point,for an angle corner of this 51-03-acre tract-, THENCE S 45'10'24'W,a distance of 141.72'to a point,for an angle corner of this 51.03-acre tract; THENCE S 00`00'40y row!-a distance of 685.33'toa paint and a corner of this 51-03-.acre tract,and said paint being at the beginning of a curve to the left.having a radius of 393.00 a length of curve of 500.19'- a delta angle of 72`552Z.and a chord bearing and distance of S 57'10'11-E,467.10'. THENCE along said curve to the left,a curve length of 500.19'to a paint of tangency of said curve,for a comer of this 51.03-acre tract, THENCE 5 IM'53'05"E,a distance 809.16'to a point,for an angle comer of this 51-03-acre tract; WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 66 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 1.03acre Traci November 21,2023 page 2 of 3 THENCE S 89`06'59" W,a distance of 62.78' to a point, for an angle corner of this 51.03-acre tract,- THENCE N W07'55"Ka distance of 169.11'to a point,for an angle corner of this 51-03-acre tract. TH ENCE S 47034'11" VVV,a distance of 80.44'to a point.for an angle corner of this 51.03-acre tract: TH ENCE N 39"02'15"W, a distance of 180.41'try a point,for an angle comer of this 51_03-acre tract: THENCE N 87`29'42'W. a distance of 120.19'to a point, for an.angle comer of this 51_03-acre tract_ THENCE S 5.1027.5f}"VV, a distance of 135.1Y to a point.for an angle corner of this 51-03-acre tract_ THENCE S 30031'O4" W, a distance of 270.15' to a point for an angle corner of this 51_03-acre tract: THENCE S 24'0241" W, a distance of 249.57' to a point.for an angle corner of this 51.03-acre tract THENCE S 36357'46-W, a distance of 160.17' to a point on the north right of way of Crown Royal, for an angle corner of this 51.03-acre tract: THENCE N 52'53A 1" W, along the north right of way of Crown Royal, a distance of 229.48' to a point on the north right of v.,au of Crown Royal, for a Corner of this 51.0 -acre tract and said paint being at the beginning of a curve to the left_ hawing a radius of 1.718e 10', a length of curve of 301.27:, a delta angle of 10'02'4B',and a chord bearing and distance of N 30'32"33` E, 300-88: THENCE along said curve to the left, a cure length of 301.27'to a point of tangency of said curve, for a corner of this 51.O3�cre tract, and said point being at the beginning of a curve to the left, having a radius of 1.056.90', a length of curve of 387.52', a delta angle of 21'00_2B and a chord bearing and distance of N 14'46'46' E, 385-35'; THENCE along said curve to the left, a curve length of 387.52'to a pint of tangency of said curve, for a corner of this 51.03-acre tract; THENCE N 86'W41"W. a distance of 119.90' to a point at the east right of gray of Dasrnarinas Dnve, for acorner of this 51.03-acre tract, and said point being at the beginning of a curve to the left, hawing a radius of 940.79", a length of curve of 461.85', a delta angle of 28'07'49', and a chord bearing and distance of N 10'33'02' Val_457.23; THENCE along said curve to the left, a curve length of 461.85' to a point of tangency of said curve_ for a corner of this 51-03-acre tract and said point being at the beginning of a curve to the left, having a radius of 617.98'. a length of curve of 425.59', a delta angle of 39'27'31', and a chord bearing and distance of N 44'45'25' W.417.2K- THENCE along said curve to the left, a curve length of 425.59' to a .point of tangency of said curve. for a corner of this 51.03-acre tract, THENCE N 64129'W W. a distance of 515.37' to a point, for a comer of this 51.03-acre tract and said point being at the beginning of curve to the right_ having a radius of 15.00'_a length of curve of 23.55:_ a delta angle of 8 `57'S6-, and a chord Dearing and distance of N 19'.31'01" W, 21-21'; THENCE along said curve to the right, a carve length of 2155'to a point of Langency of said curve,for a corner of this 51.03-acre tract: WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 67 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 51.03-Acre Tract November 21,2f123 Page 3 013 THENCE N 25'27'b7"E. a distance d 288.75' to a point, for a earner of this 51.03-acre tract and said paint being at the beginning of curve to the right,having a radius of 330_00',a length of curve of 249.30', a delta angle of 43'17'02 and a chard bearing and distance of N 47°06'27"E,243.41'; THENCE along said curve to the right, a curve length of 249.30' to a point of tangency of said curve, for a corner of this 51.03-acre tract THENCE N 68044'59" E, a distance of 1,071.44' to a point,for a corner of this 51.43-acre tract, and said point being at the beginning of curare to the right, having a radius of 330_00', ay ''length of curve of 1 p6.74', a delta angle of 18031'53",and s chord bearing and distance of N 78'00'59"E, 106,29", THENCE along said curve to the right, a curve length of 106.74'to the paint Of tangency and the POINT-OF-BEGINNING,and containing 51,03 acres, more or less. The bearingsforthis field notes description are based on GPS, NAD83, State Plane COD rdinate System, Texas South Zone 4205. I, Albert E. Franca, Jr., Registered Professional Land Surveyor of Texas, do hereby certify that this description represents the actual perimeter of this 51,033-acre tract,this the 21}'day of November 2023. .rems- �13 Registered Professional L9d Surveyor Texas Registration No.4471 WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 68 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT J-3 -THE PRESERVE LEGAL DESCRIPTION rTQJI:!_5 r-1903 ZA/A SURVEYING as 7@ 1 November 2'1.2023 SOIJI-C986-21143.1101 Field Notes Description for a 4.64-Acre Tract Improvement Are a 4 1,Tract 2 STATE OF TEXAS § COUNTY OF NUECES § Field notes,to describe a 4-64-a-cre tract being out portion of Tracts 27D of the Padre Island—Corpus Christ Island Fairway Estates. hereafter referred to as P.I.C.C.I.F.E., Lots 27C and 27D, a map recorded in Volume 67, Pages T79-785, Map Records, Nueces County, Texas, said 4.64-acre tract being out of a portion of a 74-39-acre tract (Tract 3), as referenced in a correction warranty deed, Document Number 2018045542, Official Records, Nueces County, Texas, and said 4.64 acres more particularly described by metes and bounds as follows-, BEGINNING at a 5W 1 ron rod found at the southeast corner of Lot 24, Bock 30 of he Padre Island- Corpus Christi Island Fairway Estates, recorded in Volume 4C_Pages 181-182, Map Records,Nueces County, Texas,for the POINT-OF-BEGINNIING and interior corner of this 4.64-acre tract: THENCE N 30'EO'4 5"E. a distance of 23 5.05'to a point.for an angle corner of tfi is 4.64-a cre tract: THENCE N 23'4T26"W,a distance of 259.46'to a point-for an angle comer of this 4.64-acre tract, THENCE IN 39=34'3 0-E, a distance of 22 4.73'to a point,for an angle Corner of this 4.64-a cre tract THENCE S 57"43'56'E, a distance of 100.42'to a point and a comer of this 4-64-acre tract, and said point being at the beginning of a curvebD the right, having a radius of 17060', a length of curve of 157.54`,a delta angle of 53'05'43', and a chord bearing and distance of S 33'35'14"E, 15 1-96" THENCE along said curve to the right,a curve length of 157,54'to a point of tangency of said curve, for a corner of this 4.64-acre tract. THENCE S 07'02'23"E.a distance 182.93'to a point, for an angle corner of this 4-64-acre tract THENCE S I 1'4T41"W,a distance of 257.61'to a point,fodr a corner of this 4.64-acre tract and said point being at the beginning of a curve to the right, having a radius of 250.00-,a length of curve of 352.267.a delta angle of 77'37'36--,and a chord bearing and distance of S 50'36'29'W,325-93:-1 THENCE along said curve to the right, a curve length of 352.26'to a point of tangency of said curve, for a corner of thm4_64- -acre tract-, THENCE IN 00'34'4 3"VV, a distance of 105.00'to a point,for a comer of this 4.64-acre tract and said point Laing at the beginning of a curve to the right, having a radius of 155.0'. a length of curve of 84.98',a delta angle of 31'24'50'.and a chord bearing and distance of N 74`5218-W, 83.92" WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 69 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 4.64-Acrc Tract November 21,2023 Page 2 of 2 THENCE along said curve to the right, a curve length of 84.98' to a point❑f tangency of said curve,for a corner of this 4-64-acre tract; THENCE N 59'09'63"W, a distance of 112.06'to a point,for an exterior corner of this 4.64-acre rraet; THENCE S 83'07'14"1N,a distance of 9.19'to a point,for a corner of this 4.64-aore tract and said point Being at the beginning of a curve to the left, having a radius of 104.62', a length of curvy:of 62.28', a delta angle of 34'06'20",and a chord bearing and distance of N 31'34'06"E, 61.36'; THENCE along said curve to the left, a curve length of 62.28'to a point of tangency of said curve,for a corner of this 4.64-acre tract; THENCE 5 76'03'33'E,a distance of 112.87'to a paint,for an angle corner and the PO INT-0 F-B EGI N N1 NG,and containing 4,64 acres, more or less. The bearings for this field notes descri ption are based on GPS, NAD63,State Plane Coordinate System, Texas South Zone 4205. I, Albert E. Franco, Jr_, Registered Professional Land Surveyor of Taxae, do hereby certify that this description represents the actual perimeter of this 4.64-acre tract,this the 21s'day of Nouernber 2023. . A..s I'legistered Professional Lan rveyor Texas Registration No.4471 WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 70 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN APPENDIX A— ENGINEER'S REPORT [Remainder of page left intentionally blank.] WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 71 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN AAA. WHITECAP North Padre Island ENGINEERING REPORT FOR PID COST ANALYSIS LJA PROJECT NO. C986-21143 SUBMITTED TO: ASHLAR DEVELOPMENT CO. PREPARED BY: J Er C. OYMC 101983 AIAC� 4o .......... LJA ENGINEERING TSPE Fimi Reg. No, F-1386 5350 SOUTH STAPLES STREET.SUITE 425 CORPUS CHRISTI,TEXAS 78411 PHONE: 361.991.8550 www.LJA.com DECEMBER 2023 WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 72 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 114 5350 South Staples Street.Suite 425.Ca pus Christs.Texas 78411 LJA ENGINEERING a 361491.85$0 LJA-com TBPELS r-1386 1BKS 10110501 TABLE OF CONTENTS 1.0 Introduction and Development Description 2.0 Development Engineer's Opinion of Probable Casts 3.0 Development Schedule 4.0 Exhibits: Exhibit A: Vicinity Map Exhibit B: Engineer's Opinion of Probable Costs Exhibit C: Pin Direct Public Improvements Phasing Plan Exhibit D. improvement Area#I Site. Street,& Storm PID Direct Public Improvements Plan Exhibit E: Improvement Area#I Water PID Direct Public Improvements Plan Exhibit F: Improvement Area#I Wastewater PID Direct Public Improvements Plan Exhibit G: Typical Street and Utilities Sections Exhibit H: Initial Improvements Common to All Areas Exhibit I; Remaining Improvement Area 'r,'HITECAP PID ENGEERING REPORT Pa_e I of WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 73 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN Page 2of2 1.0 Introduction and Development Description: The Whitecap development is a four phase,242-acre Master Planned Development consisting of waterfront single-family residential, two-family residential, multifamily residential, retail and commercial development,including public parks,marina,and nature preserve,interspersed with navigable canals and ponds. The development is located in Corpus Christi,TX on North Padre Island in the vicinity of Commodores Drive and Compass Drive as depicted on Exhibit A. This Engineer's Report was prepared at the request of the developer,Ashlar Development Co., and the City of Corpus Christi for use in the development of the property within the Whitecap Public Improvement District(PID)for future issuance of bonds by the City. Bonds are anticipated to be used to finance public infrastructure projects essential to the Whitecap development within Elie PID. 2.0 Development Opinion of Probable Costs: A detailed Opinion of Probable Costs(OPC)has been prepared for each of the four Phasesas well as the Mixed-Use and Preserve areas of the development for all civil related on-site infrastructure and is included as Exhibit B to this report. The majority of the item quantities,where appropriate, have been increased by 10% as a contingency to the uncertainties inherent to the estimating process that may affect the total construction costs. The layouts,itemizations,and costs shown are preliminary and are to be used for planning purposes only, noting that the specific street, canal,land,and infrastructure features shown are subject to change throughout the design and review processes. 3.0 Development Schedule: A Planned Unit Development (PUD) zoning change has been approved by the City of Corpus Christi and the City has created the Whitecap Public Improvement District (PID). The City is currently reviewing the Preliminary Plat. Subsequent Final Plats will be submitted to the City for each Phase along with Public Improvement Construction Plans when cornpteted. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 74 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN ,.XI -LE 1 FE17 MI -!E 1. rLE •.,•• CORPVS C H R 1 5 r 1 lV BA y t DIAMOND BEAC�l HOLDINGS Ca RAP Us WHITECAP NORTH PADRE ISLANn VICINITY MAP EXHIBIT A. UPPER F L D`j t•. LACUNA M A D R E `ice''. /�'r � • L t MAL o IFom ' PROJECT F 7 6: r.. ...'Sr`. f m a : LOCATION Q. .ate, ti I4 Y 4 a Q y LJA ENGINEERING, y TEx,vENGlNeER_•.G FW.V F :r +. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 75 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN Preliminary Opinion of Probable Construction Casts IslandWHITECAP - North Padre PID DIRECT PUBLIC IMPROVEMENTS PRESERVE(OOMMON TO ALL) ITEM DESCRIPTION Im.prove meretAree 91 !r_ i PreesmNA I1wFd5cape,tru0s.furr,ishmgsi - -- --- -- SUB-TOTAL PART B-PMERYE $ 2,100,000 10%CONTR4ENCY $ 210,000 PUBLIC DEVELOPMENT COSTS Improverr*mArea 91 ?"1 DESIGN ENGINEER CONSULTANT FEES Tows S 150.000 Z-'-' PROJECT MANAGEMENT CONSULTANT FEES Totai S 175,000 X3 ECOLOGICAL RESTORATION 0ONSCA TANT FEES Tot., $ 125,000 0C'4 WATER MANAGEMENT AND III R)GATION CONSULTANT FEES Tcta S 150,000 TItiG CQNSULTh 'FEES Tna: S 100,tJ0[) ".MENTAL P,=r-:CSCCSSULTANTFEES S 75,OOD S 7T,500 WHITEW PID-PUBLIC DEVELOPMW COSTS f 86 SUMMARY Im weve awdAre*01 PRESERY'E(COMMON TO ALL) 2,100,001" 10%CONTINGENCY 210,000 PUBLIC DEVELOPMENT COSTS aF^5 WHITECAP PID-G'VIL❑M()PMENT SUMMARY S 3.162,500 IMPROVEMENTSCIVIL SITE PART A-GENERAL Improvement Aree 21 iTE}`f DESCRIPTION Al Storrn Writer POI!UbOtt Prssenuori F an - --- -- A2 Ozone Aeuan Do vs A3 ConsumcWn Envence A4 Sih Fence = 45 Inlet Protection - -- - StJB-TOTAL PART A-GENERAL S i 3 F•'_1 PART B-STREET MMOVEMMM I rrgwcvamwdAmu 21 ITEM DESCRIPTION AMOMT Bl General,Mobelcatron,S De-M otx taution(a:, of Totali 5 359,431.50 82 Pmtnent&Perfornurnce Bands 12...of Towl S 239 LOO 83 Street Excavrtron _ E 525,300,00 84 W Cement Stub6zed Su bgrvd@ 12'8-0-C-) S 529.250.00 85 6'Reinforced Concrete Paverrwd 4.400 psii S 2.240 000,00 86 Low Profile Curb&Gvmer $ 579.700.00 87 V Concrete Sidewalk Ind.5'x5'Tunwrounds S 379.050.00 eS Sidewalk Rain (60SF,EA) 19,000.00 89 CaTiu!/Street Crossing oCuIven) $ '800,000.00 B1O Cann/StrertCrossin and e S 3,800,000SI0 B1i Concrete Cap on EKMn#Bulkhead $ L642.r .00 612 Concrete Sidewalk 130pind Bulkhead 14-ftwrdel S 394,200.00 B13 Concrete Sid"mIk Behind Bulkhead I10ft wide) S 814 Pate Foundation.Meta°Pole,and StreetS%n 8-,ides S 37,500-00 615 Rimed Reflective Pavement ti':af} •eP Tt'°I•E-91 RN-- S 2,550.00 WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 76 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 616 Traffic Sigrwl Intersection Impmveineirts A B17 Ful h Parennent Repwr $ 32.000.00 B18 Clear and Grub $ 55,5W.D0 B19 %tiscegarwowrs Oemolitim(Street Ti*4nsl $ 90.000.00 820 Site FTmsli Grad-n A 555,ODO.00 921 Crdsswa k r On-street Park NO $ 9GL218.00 B22 Speaalty Sidewalk Paring $ 533,250.00 E23 Draarage $ 641515.00 B24 Rocksc.pe s 220.545.00 625 Pedestrian Lighting s 805;200.00 626 FuRll$lorgs s 161600-00 827 Si . e A 2L000.00 Ks Streetscape contingency 10'f s 334,392.80 SUB-TOTAL PART C-STREET IMPROVEMENTS A 19.958.923 PAW 0-DRAINAGE OAPROVEMENTS ffEM DESCREPnON IneMMMStArm St AMOUW CS General,Alobsdc Iron.&DeAlobrllzation+3�:of To?-0 E 47r86.00 C2 Payment a Performance Bonds(21 of Total) s 31,524.00 C3 18'Class N RCP s 20.000.00 C4 Pipe Trench Safety s 800-00 C5 Weil Pantie 3 2.400-00 CG Cnrb Inlet $ 6,000.00 C7 4'Diarneter T 'A'Mwnliole $ C8 Manl ode Trench Safety $ CS &os+wa3eG A 30000.00 CIA Rock Shoreline T A S 237,3DO.00 C11 Rock Shoreline T%pe B A 434.700.00 C12 Rock Shoreline Type C A 8F9.5DO.O0 C13 RoO..Shoreline Type 0 s C14 Weir Inlet s 5.500.00 C15 RCP OuffiaIp Tt,ru Bvlktawd $ 10,000.00 SRIB TC TAL PART D•OidHWE IMPROVEMENTS is 1,6555=0 PAW 0-WATER M99OY'EMENTS ITEM DE'SCRlPTION Irnp►vmnmrt Arm 91 AMOUNT Di General.hrobd at on.:0e A10 I lion!3': o(Total) S 49.794.00 D' Par+neat a Performance Bor ds 12 of Towi1 s 33,196,00 03 8'C900 PVC Weerlame s 390.0DO.00 D4 6`CS00 FVC Waterline s 462.000.00 D5 Pipe Trench Safety s 59.ODO.DO D6 Well Pointing $ 177,0D0.00 D7 8'x6'Gass A DS 8'x8'x8'Tee S 9,000.00 D9 8'x8'x6'Tee A 7.2W 00 010 6'x6'x6'Tee $ 4,000.DO 011 8'x6'Reducer A 3.400.00 012 8'Gate vaire&s(n $ 52,700.00 013 6'Gate Vave 6 9oa $ 47,500.00 014 8'9C•send A 1,700-00 015 6'90'Bend s 016 Fire Hydrant Assembly{Intl.Tee,GJGB 6 Lead} s 153,000,00 D17 Sin ie Water Service 11nol.Meter Box) A 25.200.00 018 Double Water Service�mci.Meter Box A 237,600.00 019 Connect to Evsvm 6'Waterline(Intl,Frttir ) 3 2,500.DO 020 Connect to Exmvif 8'Waterline i Incl.Frm rgs l $ 2,500.00 021 Connect to Existin 12'Wrtertrne(Incl.Frtb I A 8,500.00 022 Connem to E.risu?,g 16'Wooilme fkncl.Fitting" $ 17,000.00 Sl)&TOTAL PART E-WATER IMPROVEMENTS L,742,790 WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 77 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN PART E-WASTEWATER IMPROVEMENTS IrnprunwmdArve 21 ITEM DESCRIPTIONAMOUW ES General,Mobilamtmm,&De-Modli:ation fX-of Torn S 91,33500 E2 P neM,&Perforrrxmce Bonds 2/<of Total S 60AW-00 E3 8'SDR 26 PVC S 735,000.00 E4 4'C900 IOR-1.8!PVC Force Mai S 110,000.00 E5 G'C900 IDR-18)PVC Foroe Mai S E6 PipeTrer.Ni Safety a 60.000.00 E7 Wei Panting S 190,000.00 E8 DiF.Onleed 4'Fusible C900IOR•18I PVC Fwce Mai $ 1',000-00 E9 4'Diameter Manbof* S 513,000-00 E10 Manhole Extra Depth In 0) S 67.500-00 E11 Manhole Trend:Safety $ 81.000.00 E1` Wastewater Service Csnf*cDon S 454,000.00 E13 Connect to Evsveig Wastewater ASa.nhole S 7,000..QO E14 Local Area Lift Station S $35,OD0-OO SUBTOTAL PART F-WASTEWATER IMPROVEMENTS $ 196 72rS -— I IierM Si A GENERAL Total S 1281501 B STREET Irnprovernents Total S 16.958.923 C DRAINAGE h wo""ents Total J,655.010 D WATER onptovenvenuToud S 1742.790 E WASTEWATER S 3,i96-729 WHITECAP PID-TOTAL'CIVIL SITE 1MPROVEMEWS $ 23 TOTAL CIVIL DE4'ELOPMENT COSTS DC1 CML CONSTRUCTION BASE 8I1) Tot.! S 23,981,949 DC^ DRONE SURVEY&PLANNING Iota: S 20,000 DC3 PUBLIC IMPROVEMENTS CIVIL ENGINEERING&LSIG SERVICES Tot-! S 1,410.000 Ir,el,des.Pre#nn,nary,Design,Brddrng,5 won Pl+ate S?n,CBS Totals Shown are 7,of Pvbfrt Improvemenm Cony ct�cn Costs DC4 PUBLIC IMPROVEMENTS CIVIL ENGINEERING ADOMONAL SERVICES Tote; S 810,013D tnCiutfe5 Afaaier.Pro"'-narp,&Fnai Platting_SVnevi,Rg,Studies,and Reports TccaEs Shown are 4%of FvofiC fm cements CorV''ctbn Costs DC5 PRELIM NARY ENVIRONMENTAL EVALUATION WITH AGENCtfS Tata S 10,000 loir>i E�teluatoez kleetr, wrt1,Ir.SAC.E. DCG PUBLIC IMPROVEMENTS GEOTECH&MATERIALS TESTING Tool $ 50,000 Estimates Based on Hhtonbal Georechn a &Te5vr'A Ocsts DC7 DESM AND CONSULTING FEES $ 852.500 DC8 PUBLIC IMPROVEMENTS DEVELOPER CONSTRUCTION M PO4EMENT S 100.000 DC9 PUBLIC IMPROVEMENTS DEVELOPER LEGAL SERVICES ega:Sen•ioes 15.000.00 -Utal Sen-ioes S 13,'50-00 WHTIEW PID-TOTAL OW DBRIOPMEW CQMTS i 10: SUMMARY I niprovernAwrt Ana 21 CNILCONSTRUCTION&ENGNEERING 1heinsOCIthrouLMDC71 S 26.834.449 DEVELOPER CONSTRUCTION MANAGDAENT rftean DC8 S 100.ODO DEVELOPER LEGAL SERVICES f w.,DC9 a ?3'�c-, MW'MECAP PID-CIVIL DEVELOPMEW SUMMARY >j 26,968,199 TOTAL DEVELOPMENT COSTS is 3Q,I3O.639 PRIVATE IMPROVEMENTS PRIVATE COMMUNITY AMENITIES AND PARKS vreu necrraiornu Im errant Area z1 WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 7$ PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN rrr -n ranm A1wlD(WT Al Pocket Parks $ 410.000.00 A2 Ne.bPd cod Parks 3 1,100,000.00 A3 Canrnv",ty Parks S 6,050,000.50 A4 Preserve Landscaprig 900.000.00 SUB-TOTAL PARTA-COLOR INAAiEAMESANDPARKS s 4%A—w PRIVATE LANDSCAPE DEVELOPMENT COSTS — ITEM DESCRIPTION knprom"wgArsoft AMDLW Ell LANDSCAPE ARCH TECTSCHENWTIC DESIGN FEES Total $ 25,000.04 E2 LANDSCAPE ARCHITECT DESIGN DEVELOPMENT FEES Total E 40,000.00 83 LAN DSCAPE ARCH TECTCONSTRIICTION DOO I M ENTATION FEES Tatrl 3 250,000.00 64 LANDSCAPE ARCHITECT CONSTRI ICTION ADM INtSTRATION F€FS Totai $ 25.00o.00 85 ARCHITECT FEES Tow, S 300.000.00 86 DESIGN ENGINEER CONSULTANT FEES You, S 150.000,00 B7 A IIATIC ENGINEER CONSULTANT FEES Toter $ 80.000,00 B8 ECOLMCAL RESTORATION CONSULTANT FEES Total $ 75 000.00 B9 WATER MANAGEMENT AND IRRIGATION CONV ILTANT FEES Total S 75,000.00 810 LIGHTING CONSULTANT FEES Tout $ 80,0w.00 811 ENIVIRONM ENTAIL GRAPi-lCS CONS(ILTANT FEES Tow1 S 60.000.00 Bit LANDSCAPE ARCHiTECTSCHEMATIC DESEGN FEES Total 15,000.00 B13 LANDSCAPE ARCHITECT DESIGN DEVELOPMENT FEES Total 375,000.00 B14 LAN DSCAPE ARCH TECTCONSTRuCnON DOO I MENTATION FEES Tatal 5 375,000.00 615 LAN OSCAP ARCH TECT CONSTRI ICTI(N!AD hi IN[STRATION FEES Total E 100.000-010 816 ARCHITECT FEES Tots+ s 150.000.00 10'.'CONTINGENCY E 116,000.00 WNTIEW M-PRIVATE LANDSCAPE DEVELDPHENT COSTS S SUMVARY knpmmmwd Arm6 Si. COI4MAUNTTY AMENITIES S PARKS $ 8,460.000 PRIVATE LANDSCAPE DEVELOPMENT COSTS 3 2291.00C VI HMTAP PID-CML DEVELDPMENT SUWAAW WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 79 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN LJA ENGINEERING-L TEXAS 2W ANEERNG F"r-iris u L mm,sr*'" '`. � •y� ill'`, I ` �. CIO / �i C• ,3 ' _1 I �/ a s �_■ 9 DIAMOND REACH' --F _ HOLDINGS _ - 7' WHITECAP —_ NORTH PADRE ISLAND M �t PIID DIRECT PUBLIC — IMPROVEMENTS PHASING.. — 1 EXHIBIT C WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 $o PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN W :-LE tw _ - _ 'd fr / yA *�~ I.MI? R,0V,,EMENIT v _ % ka 5 r i t \` •"71 }I` V r I 4ry r j J /^r ' f ; DIAMOND BEACH . a 6 WHITDINGS ECAP $ WA ENGINEERINGfl TEXAS El+aG#&99MFeteSt13K NORTH PADRE ISLAND .. � ffl IMPROVEMENT AREA s3 S STREET.A STORM p�..�.x.s±e?v�o ., PIDDIRECfPUBLICIMPROVEMEWS EXHIBIT D WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 81 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN N 1MP-RQVAEMfE'NT A, R,E.A �_ w !� 1 a ` I?IAiIAONU BEACH f MOLDINGS � LJA ENGINEERING r_ ' I WHITECAP � TEXAS ENGINEERING FIRU F-lW6 N O R T 11 PADRE ISLAND e ,.o�Y r:,raa<•' IMPROW MI N) AREA 81 WATER PID DIRECT PUBLIC IMPROWMENYS EXHIBIT f. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 82 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN N s,r Ate. 46 Li }-M P-R O V E M E'M T ' ' oi>..y A-R-E•A +� �'� .. _ tsccun't c pv fr _ op i ` fff DIAMOND BEACH ) HOLDINGS � y r LJA ENGINEERING f f WHITECAP TEXA„ENGNEERING FIRM F-FIM f NORTH PADRE ISLAND — — , IMPROVEMENT AREA 81 WASTEWATER PID LXREtf PUBLIC IMPROVEMENTS . ._.,.,, EXHIBIT F WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 83 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN [- •[ ur r e•nnu u- recur �r- �' ei r i r-se.-+s.:^,(.,I c c—FE a,su.as is�•sas]...s�:wu w[r W u9D rc.[v ft kloaa 4W-c as 4—r,sw,,E- w� [..•�wcae rd au. rn�.c.r ^�Y 16°=nam s7 Isc ravr c; ;erc rui of i®�!�S m I�__ �•morr�ra� _�_ TYPICAL RESIOENTIAL LOCAL STREET&UTILITIES w,P.o... k slHaEr !� Cx Peer r as eR c� �w a,wr o -Y' TYPICAL CR-2 LOCAL STREET&UTILITIES 'a-t•der a'. I:rt wrrt[',. +F[[a CaErl M1@T II � -_�—.•��1C— � it fir-, TYPICAL BOULEVARD&UTILITIES 1rt p Q nsPs Prr r; �m-0 I AIKrFnI� •ma[+O[ mom ere � n _ eV z 1¢ TYPICAL ALLEYWAY a � WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 84 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN XI A�E T y ZA 4 LJA ENGINEERINGL / 1 C TEXAS ENGNEER9.NG FRM F-SM _ r coo s - 1 f Y � r � � l/ w DIAMOND BEACH` 14OLDINGS WHITECAP NORTH PADRE ISLAND; I } T IN11IAL IMPROVEMENTS' Y Y _ COMMON TO ALL AREAS .-- ;, EXHIBIT H WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 85 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 4: LJA ENGINEERINGL TEXAL ENGIEEW NG FAM F-1356 * --tip AZ 7441, vo LJ 1f=�_.1' � =1 1 I I ■ DIAM16ND BEALIC H 0 L D I N G S y - _ •--- 4_ _ =--I �_.�I , _ WHITECAP - ^Tf - NORTH PADRE ISL#. REMAINING IMPROVEMENT AREA I- EXHIBIT I F -9m, WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 86 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN APPENDIX B- BUYER DISCLOSURES Forms of the buyer disclosures for the following Lot Types are found in this appendix: Improvement Area #1 ■ Initial Parcel ■ Lot Type 1 ■ Lot Type 2 ■ Lot Type 3 ■ Lot Type 4 ■ Lot Type 5 ■ Lot Type 6 ■ Lot Type 7 [Remainder of page left intentionally blank.] WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 $7 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 - IMPROVEMENT AREA#1 INITIAL PARCEL BUYER DISCLOSURE NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT A person who proposes to sell or otherwise convey real property that is located in a public improvement district established under Subchapter A, Chapter 372, Local Government Code (except for public improvement districts described under Section 372.005), or Chapter 382, Local Government Code, shall first give to the purchaser of the property this written notice, signed by the seller. For the purposes of this notice, a contract for the purchase and sale of real property having a performance period of less than six months is considered a sale requiring the notice set forth below. This notice requirement does not apply to a transfer: 1) under a court order or foreclosure sale; 2) by a trustee in bankruptcy; 3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary of a deed of trust by a trustor or successor in interest; 4) by a mortgagee or a beneficiary under a deed of trust who has acquired the land at a sale conducted under a power of sale under a deed of trust or a sale under a court-ordered foreclosure or has acquired the land by a deed in lieu of foreclosure; 5) by a fiduciary in the course of the administration of a decedent's estate, guardianship, conservatorship, or trust; 6) from one co-owner to another co-owner of an undivided interest in the real property; 7) to a spouse or a person in the lineal line of consanguinity of the seller; 8) to or from a governmental entity; or 9) of only a mineral interest, leasehold interest, or security interest The following notice shall be given to a prospective purchaser before the execution of a binding contract of purchase and sale, either separately or as an addendum or paragraph of a purchase contract. In the event a contract of purchase and sale is entered into without the seller having provided the required notice,the purchaser,subject to certain exceptions,is entitled to terminate the contract. A separate copy of this notice shall be executed by the seller and the purchaser and must be filed in the real property records of the county in which the property is located at the closing of the purchase and sale of the property. AFTER RECORDING'RETURN TO: NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO CITY OF CORPUS CHRISTI, TEXAS CONCERNING THE FOLLOWING PROPERTY STREET ADDRESS IMPROVEMENT AREA #1 INITIAL PARCEL PRINCIPAL ASSESSMENT: $20,717,000 As the purchaser of the real property described above, you are obligated to pay assessments to City of Corpus Christi, Texas,for the costs of a portion of a public improvement or services project(the "Authorized Improvements")undertaken for the benefit of the property within Whitecap Public Improvement District No. 1 (the"District")created under Subchapter A, Chapter 372, Local Government Code. AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE COSTS, AND DELINQUENCY COSTS. The exact amount of the assessment may be obtained from the City of Corpus Christi. The exact amount of each annual installment will be approved each year by the Corpus Christi City Council in the annual service plan update for the District. More information about the assessments,including the amounts and due dates,may be obtained from City of Corpus Christi. Your failure to pay any assessment or any annual installment may result in penalties and interest being added to what you owe or in a lien on and the foreclosure of your property. To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County when updating for the Current Information of Obligation to Pay Improvement District Assessment. [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER The undersigned seller acknowledges providing this notice to the potential purchaser before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER]2 z To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance with Section 5.014(a-1),Tex. Prop. Code. Signature Page to Initial Notice of Obligation to Pay Improvement District Assessment [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. The undersigned purchaser acknowledged the receipt of this notice including the current information required by Section 5.0143, Texas Property Code, as amended. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER STATE OF TEXAS § COUNTY OF § The foregoing instrument was acknowledged before me by and ,known to me to be the person(s)whose name(s)is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this ,20_. Notary Public, State of Texas]3 s To be included in separate copy of the notice required by Section 5.0143,Tex. Prop. Code,to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Purchaser Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment [The undersigned seller acknowledges providing a separate copy of the notice required by Section 5.014 of the Texas Property Code including the current information required by Section 5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the address above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER STATE OF TEXAS § COUNTY OF § The foregoing instrument was acknowledged before me by and ,known to me to be the person(s)whose name(s)is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this , 20_. Notary Public, State of Texas]4 4 To be included in separate copy of the notice required by Section 5.0143,Tex.Prop.Code,to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Seller Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment ANNUAL INSTALLMENTS- IMPROVEMENT AREA#1 INITIAL PARCEL Installment Principal interestia3 Additional Annual Collection Tot;I Annual Due 1/31 Interest Costs 2025 $ 459,000 $ 1,314,235 $ - $ 40,000 $ 1,813,235 2026 $ 203,000 $ 1,468,705 $ 101,290 $ 40,800 $ 1,813,795 2027 $ 219,000 $ 1,453,988 $ 100,275 $ 41,616 $ 1,814,879 2028 $ 236,000 $ 1,438,110 $ 99,180 $ 42,448 $ 1,815,738 2029 $ 254,000 $ 1,421,000 $ 98,000 $ 43,297 $ 1,816,297 2030 $ 274,000 $ 1,402,585 $ 96,730 $ 44,163 $ 1,817,478 2031 $ 296,000 $ 1,382,720 $ 95,360 $ 45,046 $ 1,819,126 2032 $ 319,000 $ 1,361,260 $ 93,880 $ 45,947 $ 1,820,087 2033 $ 343,000 $ 1,338,133 $ 92,285 $ 46,866 $ 1,820,284 2034 $ 370,000 $ 1,313,265 $ 90,570 $ 47,804 $ 1,821,639 2035 $ 399,000 $ 1,286,440 $ 88,720 $ 48,760 $ 1,822,920 2036 $ 430,000 $ 1,257,513 $ 86,725 $ 49,735 $ 1,823,972 2037 $ 463,000 $ 1,226,338 $ 84,575 $ 50,730 $ 1,824,642 2038 $ 499,000 $ 1,192,770 $ 82,260 $ 51,744 $ 1,825,774 2039 $ 538,000 $ 1,156,593 $ 79,765 $ 52,779 $ 1,827,137 2040 $ 579,000 $ 1,117,588 $ 77,075 $ 53,835 $ 1,827,497 2041 $ 624,000 $ 1,075,610 $ 74,180 $ 54,911 $ 1,828,701 2042 $ 672,000 $ 1,030,370 $ 71,060 $ 56,010 $ 1,829,440 2043 $ 724,000 $ 981,650 $ 67,700 $ 57,130 $ 1,830,480 2044 $ 781,000 $ 929,160 $ 64,080 $ 58,272 $ 1,832,512 2045 $ 841,000 $ 872,538 $ 60,175 $ 59,438 $ 1,833,150 2046 $ 906,000 $ 811,565 $ 55,970 $ 60,627 $ 1,834,162 2047 $ 976,000 $ 745,880 $ 51,440 $ 61,839 $ 1,835,159 2048 $ 1,052,000 $ 675,120 $ 46,560 $ 63,076 $ 1,836,756 2049 $ 1,133,000 $ 598,850 $ 41,300 $ 64,337 $ 1,837,487 2050 $ 1,221,000 $ 516,708 $ 35,635 $ 65,624 $ 1,838,967 2051 $ 1,316,000 $ 428,185 $ 29,530 $ 66,937 $ 1,840,652 2052 $ 1,417,000 $ 332,775 $ 22,950 $ 68,275 $ 1,841,000 2053 $ 1,527,000 $ 230,043 $ 15,865 $ 69,641 $ 1,842,548 2054 $ 1,646,000 $ 119,335 $ 8,230 $ 71,034 $ 1,844,599 Total $ 20,717,000 $ 30,479,028 $ 2,011,365 $ 1,622,723 $ 54,830,116 Footnotes: [a] Interest is calculated at a 7.25%rate for illustrative purposes. [b] The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Annual Collection Costs, reserve fund requirements,interest earnings,or other available offsets could increase or decrease the amounts shown. Annual Installment Schedule to Notice of Obligation to Pay Improvement District Assessment WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 - IMPROVEMENT AREA#1 LOT TYPE 1 BUYER DISCLOSURE NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT A person who proposes to sell or otherwise convey real property that is located in a public improvement district established under Subchapter A, Chapter 372, Local Government Code (except for public improvement districts described under Section 372.005), or Chapter 382, Local Government Code, shall first give to the purchaser of the property this written notice, signed by the seller. For the purposes of this notice, a contract for the purchase and sale of real property having a performance period of less than six months is considered a sale requiring the notice set forth below. This notice requirement does not apply to a transfer: 1) under a court order or foreclosure sale; 2) by a trustee in bankruptcy; 3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary of a deed of trust by a trustor or successor in interest; 4) by a mortgagee or a beneficiary under a deed of trust who has acquired the land at a sale conducted under a power of sale under a deed of trust or a sale under a court-ordered foreclosure or has acquired the land by a deed in lieu of foreclosure; 5) by a fiduciary in the course of the administration of a decedent's estate, guardianship, conservatorship, or trust; 6) from one co-owner to another co-owner of an undivided interest in the real property; 7) to a spouse or a person in the lineal line of consanguinity of the seller; 8) to or from a governmental entity; or 9) of only a mineral interest, leasehold interest, or security interest The following notice shall be given to a prospective purchaser before the execution of a binding contract of purchase and sale, either separately or as an addendum or paragraph of a purchase contract. In the event a contract of purchase and sale is entered into without the seller having provided the required notice,the purchaser,subject to certain exceptions,is entitled to terminate the contract. A separate copy of this notice shall be executed by the seller and the purchaser and must be filed in the real property records of the county in which the property is located at the closing of the purchase and sale of the property. AFTER RECORDING'RETURN TO: NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO CITY OF CORPUS CHRISTI, TEXAS CONCERNING THE FOLLOWING PROPERTY STREET ADDRESS IMPROVEMENT AREA#1 LOT TYPE 1 PRINCIPAL ASSESSMENT: $68,269.56 As the purchaser of the real property described above, you are obligated to pay assessments to City of Corpus Christi,Texas,for the costs of a portion of a public improvement or services project(the "Authorized Improvements")undertaken for the benefit of the property within Whitecap Public Improvement District No. 1 (the"District")created under Subchapter A, Chapter 372, Local Government Code. AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE COSTS, AND DELINQUENCY COSTS. The exact amount of the assessment may be obtained from the City of Corpus Christi. The exact amount of each annual installment will be approved each year by the Corpus Christi City Council in the annual service plan update for the District. More information about the assessments,including the amounts and due dates,may be obtained from City of Corpus Christi. Your failure to pay any assessment or any annual installment may result in penalties and interest being added to what you owe or in a lien on and the foreclosure of your property. To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County when updating for the Current Information of Obligation to Pay Improvement District Assessment. [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER The undersigned seller acknowledges providing this notice to the potential purchaser before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER]2 z To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance with Section 5.014(a-1),Tex. Prop. Code. Signature Page to Initial Notice of Obligation to Pay Improvement District Assessment [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. The undersigned purchaser acknowledged the receipt of this notice including the current information required by Section 5.0143, Texas Property Code, as amended. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER STATE OF TEXAS § COUNTY OF § The foregoing instrument was acknowledged before me by and ,known to me to be the person(s)whose name(s)is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this ,20_. Notary Public, State of Texas]3 s To be included in separate copy of the notice required by Section 5.0143,Tex. Prop. Code,to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Purchaser Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment [The undersigned seller acknowledges providing a separate copy of the notice required by Section 5.014 of the Texas Property Code including the current information required by Section 5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the address above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER STATE OF TEXAS § COUNTY OF § The foregoing instrument was acknowledged before me by and ,known to me to be the person(s)whose name(s)is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this , 20_. Notary Public, State of Texas]4 4 To be included in separate copy of the notice required by Section 5.0143,Tex.Prop.Code,to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Seller Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment ANNUAL INSTALLMENTS- IMPROVEMENT AREA#1 LOT TYPE 1 Installment Principal Interest Ja3 Additional Annual Collection Total Annual Due 1/31 Interest Costs InstallmentS[b 2025 $ 1,512.56 $ 4,330.85 $ - $ 131.81 $ 5,975.23 2026 $ 668.95 $ 4,839.88 $ 333.78 $ 134.45 $ 5,977.07 2027 $ 721.68 $ 4,791.38 $ 330.44 $ 137.14 $ 5,980.64 2028 $ 777.70 $ 4,739.06 $ 326.83 $ 139.88 $ 5,983.48 2029 $ 837.02 $ 4,682.68 $ 322.94 $ 142.68 $ 5,985.32 2030 $ 902.92 $ 4,621.99 $ 318.76 $ 145.53 $ 5,989.21 2031 $ 975.42 $ 4,556.53 $ 314.24 $ 148.44 $ 5,994.64 2032 $ 1,051.21 $ 4,485.81 $ 309.37 $ 151.41 $ 5,997.81 2033 $ 1,130.30 $ 4,409.60 $ 304.11 $ 154.44 $ 5,998.45 2034 $ 1,219.28 $ 4,327.65 $ 298.46 $ 157.53 $ 6,002.92 2035 $ 1,314.84 $ 4,239.26 $ 292.36 $ 160.68 $ 6,007.14 2036 $ 1,417.00 $ 4,143.93 $ 285.79 $ 163.89 $ 6,010.61 2037 $ 1,525.74 $ 4,041.20 $ 278.70 $ 167.17 $ 6,012.82 2038 $ 1,644.37 $ 3,930.58 $ 271.07 $ 170.51 $ 6,016.55 2039 $ 1,772.89 $ 3,811.37 $ 262.85 $ 173.93 $ 6,021.04 2040 $ 1,908.00 $ 3,682.83 $ 253.99 $ 177.40 $ 6,022.22 2041 $ 2,056.29 $ 3,544.50 $ 244.45 $ 180.95 $ 6,026.19 2042 $ 2,214.47 $ 3,395.42 $ 234.17 $ 184.57 $ 6,028.63 2043 $ 2,385.83 $ 3,234.87 $ 223.09 $ 188.26 $ 6,032.05 2044 $ 2,573.66 $ 3,061.90 $ 211.17 $ 192.03 $ 6,038.75 2045 $ 2,771.38 $ 2,875.31 $ 198.30 $ 195.87 $ 6,040.85 2046 $ 2,985.58 $ 2,674.38 $ 184.44 $ 199.79 $ 6,044.19 2047 $ 3,216.25 $ 2,457.93 $ 169.51 $ 203.78 $ 6,047.47 2048 $ 3,466.70 $ 2,224.75 $ 153.43 $ 207.86 $ 6,052.74 2049 $ 3,733.62 $ 1,973.41 $ 136.10 $ 212.01 $ 6,055.15 2050 $ 4,023.61 $ 1,702.73 $ 117.43 $ 216.25 $ 6,060.02 2051 $ 4,336.67 $ 1,411.02 $ 97.31 $ 220.58 $ 6,065.57 2052 $ 4,669.50 $ 1,096.61 $ 75.63 $ 224.99 $ 6,066.72 2053 $ 5,031.98 $ 758.07 $ 52.28 $ 229.49 $ 6,071.82 2054 $ 5,424.13 $ 393.25 $ 27.12 $ 234.08 $ 6,078.58 Total $ 68,269.56 $ 100,438.76 $ 6,628.131 $ 5,347.42 $ 180,683.87 Footnotes: [a] Interest is calculated at a 7.25%rate for illustrative purposes. [b] The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Annual Collection Costs, reserve fund requirements,interest earnings,or other available offsets could increase or decrease the amounts shown. Annual Installment Schedule to Notice of Obligation to Pay Improvement District Assessment WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 - IMPROVEMENT AREA#1 LOT TYPE 2 BUYER DISCLOSURE NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT A person who proposes to sell or otherwise convey real property that is located in a public improvement district established under Subchapter A, Chapter 372, Local Government Code (except for public improvement districts described under Section 372.005), or Chapter 382, Local Government Code, shall first give to the purchaser of the property this written notice, signed by the seller. For the purposes of this notice, a contract for the purchase and sale of real property having a performance period of less than six months is considered a sale requiring the notice set forth below. This notice requirement does not apply to a transfer: 1) under a court order or foreclosure sale; 2) by a trustee in bankruptcy; 3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary of a deed of trust by a trustor or successor in interest; 4) by a mortgagee or a beneficiary under a deed of trust who has acquired the land at a sale conducted under a power of sale under a deed of trust or a sale under a court-ordered foreclosure or has acquired the land by a deed in lieu of foreclosure; 5) by a fiduciary in the course of the administration of a decedent's estate, guardianship, conservatorship, or trust; 6) from one co-owner to another co-owner of an undivided interest in the real property; 7) to a spouse or a person in the lineal line of consanguinity of the seller;.to or from a governmental entity; or 8) of only a mineral interest,leasehold interest, or security interest The following notice shall be given to a prospective purchaser before the execution of a binding contract of purchase and sale, either separately or as an addendum or paragraph of a purchase contract. In the event a contract of purchase and sale is entered into without the seller having provided the required notice,the purchaser, subject to certain exceptions,is entitled to terminate the contract. A separate copy of this notice shall be executed by the seller and the purchaser and must be filed in the real property records of the county in which the property is located at the closing of the purchase and sale of the property. AFTER RECORDING'RETURN TO: NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO CITY OF CORPUS CHRISTI, TEXAS CONCERNING THE FOLLOWING PROPERTY STREET ADDRESS IMPROVEMENT AREA#1 LOT TYPE 2 PRINCIPAL ASSESSMENT: $81,923.47 As the purchaser of the real property described above, you are obligated to pay assessments to City of Corpus Christi,Texas,for the costs of a portion of a public improvement or services project(the "Authorized Improvements")undertaken for the benefit of the property within Whitecap Public Improvement District No. 1 (the"District")created under Subchapter A, Chapter 372, Local Government Code. AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE COSTS, AND DELINQUENCY COSTS. The exact amount of the assessment may be obtained from the City of Corpus Christi. The exact amount of each annual installment will be approved each year by the Corpus Christi City Council in the annual service plan update for the District. More information about the assessments,including the amounts and due dates,may be obtained from City of Corpus Christi. Your failure to pay any assessment or any annual installment may result in penalties and interest being added to what you owe or in a lien on and the foreclosure of your property. To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County when updating for the Current Information of Obligation to Pay Improvement District Assessment. [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER The undersigned seller acknowledges providing this notice to the potential purchaser before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER]2 z To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance with Section 5.014(a-1),Tex. Prop. Code. Signature Page to Initial Notice of Obligation to Pay Improvement District Assessment [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. The undersigned purchaser acknowledged the receipt of this notice including the current information required by Section 5.0143, Texas Property Code, as amended. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER STATE OF TEXAS § COUNTY OF § The foregoing instrument was acknowledged before me by and ,known to me to be the person(s)whose name(s)is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this ,20_. Notary Public, State of Texas]3 s To be included in separate copy of the notice required by Section 5.0143,Tex. Prop. Code,to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Purchaser Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment [The undersigned seller acknowledges providing a separate copy of the notice required by Section 5.014 of the Texas Property Code including the current information required by Section 5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the address above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER STATE OF TEXAS § COUNTY OF § The foregoing instrument was acknowledged before me by and ,known to me to be the person(s)whose name(s)is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this , 20_. Notary Public, State of Texas]4 4 To be included in separate copy of the notice required by Section 5.0143,Tex.Prop.Code,to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Seller Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment ANNUAL INSTALLMENTS- IMPROVEMENT AREA#1 LOT TYPE 2 Installment Principal interest[al Additional Annual Collection Total Annual all ntsl' Due 1/31 Interest Costs Inst me 2025 $ 1,815.07 $ 5,197.02 $ - $ 158.18 $ 7,170.27 2026 $ 802.74 $ 5,807.86 $ 400.54 $ 161.34 $ 7,172.49 2027 $ 866.02 $ 5,749.66 $ 396.53 $ 164.57 $ 7,176.77 2028 $ 933.24 $ 5,686.87 $ 392.20 $ 167.86 $ 7,180.17 2029 $ 1,004.42 $ 5,619.21 $ 387.53 $ 171.22 $ 7,182.38 2030 $ 1,083.51 $ 5,546.39 $ 382.51 $ 174.64 $ 7,187.05 2031 $ 1,170.50 $ 5,467.84 $ 377.09 $ 178.13 $ 7,193.57 2032 $ 1,261.46 $ 5,382.98 $ 371.24 $ 181.69 $ 7,197.37 2033 $ 1,356.36 $ 5,291.52 $ 364.93 $ 185.33 $ 7,198.15 2034 $ 1,463.13 $ 5,193.19 $ 358.15 $ 189.04 $ 7,203.50 2035 $ 1,577.81 $ 5,087.11 $ 350.84 $ 192.82 $ 7,208.57 2036 $ 1,700.40 $ 4,972.72 $ 342.95 $ 196.67 $ 7,212.73 2037 $ 1,830.89 $ 4,849.44 $ 334.44 $ 200.61 $ 7,215.38 2038 $ 1,973.25 $ 4,716.70 $ 325.29 $ 204.62 $ 7,219.86 2039 $ 2,127.47 $ 4,573.64 $ 315.42 $ 208.71 $ 7,225.24 2040 $ 2,289.60 $ 4,419.40 $ 304.79 $ 212.88 $ 7,226.67 2041 $ 2,467.55 $ 4,253.40 $ 293.34 $ 217.14 $ 7,231.43 2042 $ 2,657.36 $ 4,074.50 $ 281.00 $ 221.49 $ 7,234.35 2043 $ 2,862.99 $ 3,881.84 $ 267.71 $ 225.91 $ 7,238.46 2044 $ 3,088.39 $ 3,674.28 $ 253.40 $ 230.43 $ 7,246.50 2045 $ 3,325.66 $ 3,450.37 $ 237.96 $ 235.04 $ 7,249.02 2046 $ 3,582.69 $ 3,209.26 $ 221.33 $ 239.74 $ 7,253.02 2047 $ 3,859.50 $ 2,949.51 $ 203.41 $ 244.54 $ 7,256.97 2048 $ 4,160.04 $ 2,669.70 $ 184.12 $ 249.43 $ 7,263.28 2049 $ 4,480.34 $ 2,368.10 $ 163.32 $ 254.42 $ 7,266.18 2050 $ 4,828.33 $ 2,043.27 $ 140.92 $ 259.51 $ 7,272.02 2051 $ 5,204.00 $ 1,693.22 $ 116.77 $ 264.70 $ 7,278.69 2052 $ 5,603.40 $ 1,315.93 $ 90.75 $ 269.99 $ 7,280.07 2053 $ 6,038.38 $ 909.68 $ 62.74 $ 275.39 $ 7,286.19 2054 $ 6,508.96 $ 471.90 $ 32.54 $ 280.90 $ 7,294.30 Total $ 81,923.47 $ 120,526.51 $ 7,953.761 $ 6,416.91 $ 216,820.65 Footnotes: [a] Interest is calculated at a 7.25%rate for illustrative purposes. [b] The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Annual Collection Costs, reserve fund requirements,interest earnings,or other available offsets could increase or decrease the amounts shown. Annual Installment Schedule to Notice of Obligation to Pay Improvement District Assessment WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 - IMPROVEMENT AREA #1 LOT TYPE 3 BUYER DISCLOSURE NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT A person who proposes to sell or otherwise convey real property that is located in a public improvement district established under Subchapter A, Chapter 372, Local Government Code (except for public improvement districts described under Section 372.005), or Chapter 382, Local Government Code, shall first give to the purchaser of the property this written notice, signed by the seller. For the purposes of this notice, a contract for the purchase and sale of real property having a performance period of less than six months is considered a sale requiring the notice set forth below. This notice requirement does not apply to a transfer: 1) under a court order or foreclosure sale; 2) by a trustee in bankruptcy; 3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary of a deed of trust by a trustor or successor in interest; 4) by a mortgagee or a beneficiary under a deed of trust who has acquired the land at a sale conducted under a power of sale under a deed of trust or a sale under a court- ordered foreclosure or has acquired the land by a deed in lieu of foreclosure; 5) by a fiduciary in the course of the administration of a decedent's estate, guardianship, conservatorship, or trust; 6) from one co-owner to another co-owner of an undivided interest in the real property; 7) to a spouse or a person in the lineal line of consanguinity of the seller; 8) to or from a governmental entity; or 9) of only a mineral interest, leasehold interest, or security interest The following notice shall be given to a prospective purchaser before the execution of a binding contract of purchase and sale, either separately or as an addendum or paragraph of a purchase contract. In the event a contract of purchase and sale is entered into without the seller having provided the required notice,the purchaser, subject to certain exceptions,is entitled to terminate the contract. A separate copy of this notice shall be executed by the seller and the purchaser and must be filed in the real property records of the county in which the property is located at the closing of the purchase and sale of the property. AFTER RECORDING'RETURN TO: NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO CITY OF CORPUS CHRISTI, TEXAS CONCERNING THE FOLLOWING PROPERTY STREET ADDRESS IMPROVEMENT AREA#1 LOT TYPE 3 PRINCIPAL ASSESSMENT: $92,364.70 As the purchaser of the real property described above, you are obligated to pay assessments to City of Corpus Christi,Texas,for the costs of a portion of a public improvement or services project(the "Authorized Improvements")undertaken for the benefit of the property within Whitecap Public Improvement District No. 1 (the"District")created under Subchapter A, Chapter 372, Local Government Code. AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE COSTS, AND DELINQUENCY COSTS. The exact amount of the assessment may be obtained from the City of Corpus Christi. The exact amount of each annual installment will be approved each year by the Corpus Christi City Council in the annual service plan update for the District. More information about the assessments,including the amounts and due dates,may be obtained from City of Corpus Christi. Your failure to pay any assessment or any annual installment may result in penalties and interest being added to what you owe or in a lien on and the foreclosure of your property. To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County when updating for the Current Information of Obligation to Pay Improvement District Assessment. [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER The undersigned seller acknowledges providing this notice to the potential purchaser before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER]2 z To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance with Section 5.014(a-1),Tex. Prop. Code. Signature Page to Initial Notice of Obligation to Pay Improvement District Assessment [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. The undersigned purchaser acknowledged the receipt of this notice including the current information required by Section 5.0143, Texas Property Code, as amended. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER STATE OF TEXAS § COUNTY OF § The foregoing instrument was acknowledged before me by and ,known to me to be the person(s)whose name(s)is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this , 20_. Notary Public, State of Texas]3 s To be included in separate copy of the notice required by Section 5.0143,Tex. Prop. Code,to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Purchaser Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment [The undersigned seller acknowledges providing a separate copy of the notice required by Section 5.014 of the Texas Property Code including the current information required by Section 5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the address above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER STATE OF TEXAS § COUNTY OF § The foregoing instrument was acknowledged before me by and ,known to me to be the person(s)whose name(s)is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this , 20_. Notary Public, State of Texas]4 4 To be included in separate copy of the notice required by Section 5.0143,Tex.Prop.Code,to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Seller Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment ANNUAL INSTALLMENTS- IMPROVEMENT AREA#1 LOT TYPE 3 Installment Principal Interest Ja3 Additional Annual Collection Total Annual Due 1/31 Interest Costs Installmentsil 2025 $ 2,046.41 $ 5,859.39 $ - $ 178.34 $ 8,084.13 2026 $ 905.06 $ 6,548.08 $ 451.59 $ 181.90 $ 8,086.63 2027 $ 976.39 $ 6,482.46 $ 447.07 $ 185.54 $ 8,091.46 2028 $ 1,052.18 $ 6,411.67 $ 442.18 $ 189.25 $ 8,095.29 2029 $ 1,132.43 $ 6,335.39 $ 436.92 $ 193.04 $ 8,097.78 2030 $ 1,221.60 $ 6,253.29 $ 431.26 $ 196.90 $ 8,103.05 2031 $ 1,319.69 $ 6,164.72 $ 425.15 $ 200.84 $ 8,110.40 2032 $ 1,422.23 $ 6,069.04 $ 418.55 $ 204.85 $ 8,114.68 2033 $ 1,529.23 $ 5,965.93 $ 411.44 $ 208.95 $ 8,115.56 2034 $ 1,649.61 $ 5,855.06 $ 403.80 $ 213.13 $ 8,121.60 2035 $ 1,778.90 $ 5,735.47 $ 395.55 $ 217.39 $ 8,127.31 2036 $ 1,917.11 $ 5,606.50 $ 386.65 $ 221.74 $ 8,132.00 2037 $ 2,064.24 $ 5,467.50 $ 377.07 $ 226.17 $ 8,134.99 2038 $ 2,224.74 $ 5,317.85 $ 366.75 $ 230.70 $ 8,140.03 2039 $ 2,398.62 $ 5,156.55 $ 355.62 $ 235.31 $ 8,146.11 2040 $ 2,581.41 $ 4,982.65 $ 343.63 $ 240.02 $ 8,147.72 2041 $ 2,782.04 $ 4,795.50 $ 330.72 $ 244.82 $ 8,153.08 2042 $ 2,996.05 $ 4,593.80 $ 316.81 $ 249.71 $ 8,156.38 2043 $ 3,227.88 $ 4,376.59 $ 301.83 $ 254.71 $ 8,161.01 2044 $ 3,482.01 $ 4,142.57 $ 285.69 $ 259.80 $ 8,170.08 2045 $ 3,749.52 $ 3,890.12 $ 268.28 $ 265.00 $ 8,172.92 2046 $ 4,039.31 $ 3,618.28 $ 249.54 $ 270.30 $ 8,177.43 2047 $ 4,351.40 $ 3,325.43 $ 229.34 $ 275.70 $ 8,181.88 2048 $ 4,690.24 $ 3,009.96 $ 207.58 $ 281.22 $ 8,188.99 2049 $ 5,051.37 $ 2,669.91 $ 184.13 $ 286.84 $ 8,192.26 2050 $ 5,443.71 $ 2,303.69 $ 158.88 $ 292.58 $ 8,198.85 2051 $ 5,867.26 $ 1,909.02 $ 131.66 $ 298.43 $ 8,206.36 2052 $ 6,317.55 $ 1,483.64 $ 102.32 $ 304.40 $ 8,207.92 2053 $ 6,807.98 $ 1,025.62 $ 70.73 $ 310.49 $ 8,214.82 2054 $ 7,338.53 $ 532.04 $ 36.69 $ 316.70 $ 8,223.96 Total $ 92,364.70 $ 135,887.73 $ 8,967.471 $ 7,234.75 $ 244,454.65 Footnotes: [a] Interest is calculated at a 7.25%rate for illustrative purposes. [b] The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Annual Collection Costs, reserve fund requirements,interest earnings,or other available offsets could increase or decrease the amounts shown. Annual Installment Schedule to Notice of Obligation to Pay Improvement District Assessment WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 - IMPROVEMENT AREA #1 LOT TYPE 4 BUYER DISCLOSURE NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT A person who proposes to sell or otherwise convey real property that is located in a public improvement district established under Subchapter A, Chapter 372, Local Government Code (except for public improvement districts described under Section 372.005), or Chapter 382, Local Government Code, shall first give to the purchaser of the property this written notice, signed by the seller. For the purposes of this notice, a contract for the purchase and sale of real property having a performance period of less than six months is considered a sale requiring the notice set forth below. This notice requirement does not apply to a transfer: 1) under a court order or foreclosure sale; 2) by a trustee in bankruptcy; 3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary of a deed of trust by a trustor or successor in interest; 4) by a mortgagee or a beneficiary under a deed of trust who has acquired the land at a sale conducted under a power of sale under a deed of trust or a sale under a court-ordered foreclosure or has acquired the land by a deed in lieu of foreclosure; 5) by a fiduciary in the course of the administration of a decedent's estate, guardianship, conservatorship, or trust; 6) from one co-owner to another co-owner of an undivided interest in the real property; 7) to a spouse or a person in the lineal line of consanguinity of the seller; 8) to or from a governmental entity; or 9) of only a mineral interest, leasehold interest, or security interest The following notice shall be given to a prospective purchaser before the execution of a binding contract of purchase and sale, either separately or as an addendum or paragraph of a purchase contract. In the event a contract of purchase and sale is entered into without the seller having provided the required notice,the purchaser,subject to certain exceptions,is entitled to terminate the contract. A separate copy of this notice shall be executed by the seller and the purchaser and must be filed in the real property records of the county in which the property is located at the closing of the purchase and sale of the property. AFTER RECORDING'RETURN TO: NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO CITY OF CORPUS CHRISTI, TEXAS CONCERNING THE FOLLOWING PROPERTY STREET ADDRESS IMPROVEMENT AREA#1 LOT TYPE 4 PRINCIPAL ASSESSMENT: $110,837.64 As the purchaser of the real property described above, you are obligated to pay assessments to City of Corpus Christi,Texas,for the costs of a portion of a public improvement or services project(the "Authorized Improvements")undertaken for the benefit of the property within Whitecap Public Improvement District No. 1 (the"District")created under Subchapter A, Chapter 372, Local Government Code. AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE COSTS, AND DELINQUENCY COSTS. The exact amount of the assessment may be obtained from the City of Corpus Christi. The exact amount of each annual installment will be approved each year by the Corpus Christi City Council in the annual service plan update for the District. More information about the assessments,including the amounts and due dates,may be obtained from City of Corpus Christi. Your failure to pay any assessment or any annual installment may result in penalties and interest being added to what you owe or in a lien on and the foreclosure of your property. To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County when updating for the Current Information of Obligation to Pay Improvement District Assessment. [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER The undersigned seller acknowledges providing this notice to the potential purchaser before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER]2 z To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance with Section 5.014(a-1),Tex. Prop. Code. Signature Page to Initial Notice of Obligation to Pay Improvement District Assessment [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. The undersigned purchaser acknowledged the receipt of this notice including the current information required by Section 5.0143, Texas Property Code, as amended. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER STATE OF TEXAS § COUNTY OF § The foregoing instrument was acknowledged before me by and ,known to me to be the person(s)whose name(s)is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this ,20_. Notary Public, State of Texas]3 s To be included in separate copy of the notice required by Section 5.0143,Tex. Prop. Code,to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Purchaser Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment [The undersigned seller acknowledges providing a separate copy of the notice required by Section 5.014 of the Texas Property Code including the current information required by Section 5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the address above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER STATE OF TEXAS § COUNTY OF § The foregoing instrument was acknowledged before me by and ,known to me to be the person(s)whose name(s)is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this , 20_. Notary Public, State of Texas]4 4 To be included in separate copy of the notice required by Section 5.0143,Tex.Prop.Code,to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Seller Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment ANNUAL INSTALLMENTS- IMPROVEMENT AREA#1 LOT TYPE 4 Installment Principal interest[al Additional Annual Collection Total Annual Due 1/31 Interest Costs Installments[' 2025 $ 2,455.69 $ 7,031.26 $ - $ 214.00 $ 9,700.95 2026 $ 1,086.07 $ 7,857.69 $ 541.91 $ 218.28 $ 9,703.95 2027 $ 1,171.67 $ 7,778.95 $ 536.48 $ 222.65 $ 9,709.75 2028 $ 1,262.62 $ 7,694.01 $ 530.62 $ 227.10 $ 9,714.35 2029 $ 1,358.92 $ 7,602.47 $ 524.31 $ 231.64 $ 9,717.34 2030 $ 1,465.92 $ 7,503.94 $ 517.51 $ 236.28 $ 9,723.66 2031 $ 1,583.62 $ 7,397.66 $ 510.18 $ 241.00 $ 9,732.47 2032 $ 1,706.68 $ 7,282.85 $ 502.27 $ 245.82 $ 9,737.62 2033 $ 1,835.08 $ 7,159.12 $ 493.73 $ 250.74 $ 9,738.67 2034 $ 1,979.53 $ 7,026.07 $ 484.56 $ 255.75 $ 9,745.92 2035 $ 2,134.68 $ 6,882.56 $ 474.66 $ 260.87 $ 9,752.77 2036 $ 2,300.54 $ 6,727.79 $ 463.99 $ 266.09 $ 9,758.40 2037 $ 2,477.09 $ 6,561.01 $ 452.48 $ 271.41 $ 9,761.98 2038 $ 2,669.69 $ 6,381.42 $ 440.10 $ 276.84 $ 9,768.04 2039 $ 2,878.34 $ 6,187.86 $ 426.75 $ 282.37 $ 9,775.33 2040 $ 3,097.70 $ 5,979.18 $ 412.36 $ 288.02 $ 9,777.26 2041 $ 3,338.45 $ 5,754.60 $ 396.87 $ 293.78 $ 9,783.70 2042 $ 3,595.25 $ 5,512.56 $ 380.18 $ 299.66 $ 9,787.65 2043 $ 3,873.46 $ 5,251.91 $ 362.20 $ 305.65 $ 9,793.22 2044 $ 4,178.41 $ 4,971.08 $ 342.83 $ 311.76 $ 9,804.09 2045 $ 4,499.42 $ 4,668.15 $ 321.94 $ 318.00 $ 9,807.50 2046 $ 4,847.17 $ 4,341.94 $ 299.44 $ 324.36 $ 9,812.91 2047 $ 5,221.68 $ 3,990.52 $ 275.21 $ 330.84 $ 9,818.25 2048 $ 5,628.29 $ 3,611.95 $ 249.10 $ 337.46 $ 9,826.79 2049 $ 6,061.64 $ 3,203.90 $ 220.96 $ 344.21 $ 9,830.71 2050 $ 6,532.45 $ 2,764.43 $ 190.65 $ 351.10 $ 9,838.62 2051 $ 7,040.71 $ 2,290.82 $ 157.99 $ 358.12 $ 9,847.64 2052 $ 7,581.07 $ 1,780.37 $ 122.78 $ 365.28 $ 9,849.50 2053 $ 8,169.57 $ 1,230.75 $ 84.88 $ 372.58 $ 9,857.78 2054 $ 8,806.23 $ 638.45 $ 44.03 $ 380.04 $ 9,868.75 Total $ 110,837.64 $ 163,065.28 $ 10,760.971 $ 8,681.70 $ 293,345.58 Footnotes: [a] Interest is calculated at a 7.25%rate for illustrative purposes. [b] The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Annual Collection Costs, reserve fund requirements,interest earnings,or other available offsets could increase or decrease the amounts shown. Annual Installment Schedule to Notice of Obligation to Pay Improvement District Assessment WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 - IMPROVEMENT AREA #1 LOT TYPE 5 BUYER DISCLOSURE NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT A person who proposes to sell or otherwise convey real property that is located in a public improvement district established under Subchapter A, Chapter 372, Local Government Code (except for public improvement districts described under Section 372.005), or Chapter 382, Local Government Code, shall first give to the purchaser of the property this written notice, signed by the seller. For the purposes of this notice, a contract for the purchase and sale of real property having a performance period of less than six months is considered a sale requiring the notice set forth below. This notice requirement does not apply to a transfer: 1) under a court order or foreclosure sale; 2) by a trustee in bankruptcy; 3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary of a deed of trust by a trustor or successor in interest; 4) by a mortgagee or a beneficiary under a deed of trust who has acquired the land at a sale conducted under a power of sale under a deed of trust or a sale under a court-ordered foreclosure or has acquired the land by a deed in lieu of foreclosure; 5) by a fiduciary in the course of the administration of a decedent's estate, guardianship, conservatorship, or trust; 6) from one co-owner to another co-owner of an undivided interest in the real property; 7) to a spouse or a person in the lineal line of consanguinity of the seller; 8) to or from a governmental entity; or 9) of only a mineral interest, leasehold interest, or security interest The following notice shall be given to a prospective purchaser before the execution of a binding contract of purchase and sale, either separately or as an addendum or paragraph of a purchase contract. In the event a contract of purchase and sale is entered into without the seller having provided the required notice,the purchaser, subject to certain exceptions,is entitled to terminate the contract. A separate copy of this notice shall be executed by the seller and the purchaser and must be filed in the real property records of the county in which the property is located at the closing of the purchase and sale of the property. AFTER RECORDING'RETURN TO: NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO CITY OF CORPUS CHRISTI, TEXAS CONCERNING THE FOLLOWING PROPERTY STREET ADDRESS IMPROVEMENT AREA#1 LOT TYPE 5 PRINCIPAL ASSESSMENT: $120,475.69 As the purchaser of the real property described above, you are obligated to pay assessments to City of Corpus Christi,Texas,for the costs of a portion of a public improvement or services project(the "Authorized Improvements")undertaken for the benefit of the property within Whitecap Public Improvement District No. 1 (the"District")created under Subchapter A, Chapter 372, Local Government Code. AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE COSTS, AND DELINQUENCY COSTS. The exact amount of the assessment may be obtained from the City of Corpus Christi. The exact amount of each annual installment will be approved each year by the Corpus Christi City Council in the annual service plan update for the District. More information about the assessments,including the amounts and due dates,may be obtained from City of Corpus Christi. Your failure to pay any assessment or any annual installment may result in penalties and interest being added to what you owe or in a lien on and the foreclosure of your property. To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County when updating for the Current Information of Obligation to Pay Improvement District Assessment. [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER The undersigned seller acknowledges providing this notice to the potential purchaser before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER]2 z To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance with Section 5.014(a-1),Tex. Prop. Code. Signature Page to Initial Notice of Obligation to Pay Improvement District Assessment [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. The undersigned purchaser acknowledged the receipt of this notice including the current information required by Section 5.0143, Texas Property Code, as amended. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER STATE OF TEXAS § COUNTY OF § The foregoing instrument was acknowledged before me by and ,known to me to be the person(s)whose name(s)is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this ,20_. Notary Public, State of Texas]3 s To be included in separate copy of the notice required by Section 5.0143,Tex. Prop. Code,to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Purchaser Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment [The undersigned seller acknowledges providing a separate copy of the notice required by Section 5.014 of the Texas Property Code including the current information required by Section 5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the address above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER STATE OF TEXAS § COUNTY OF § The foregoing instrument was acknowledged before me by and ,known to me to be the person(s)whose name(s)is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this , 20_. Notary Public, State of Texas]4 4 To be included in separate copy of the notice required by Section 5.0143,Tex.Prop.Code,to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Seller Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment ANNUAL INSTALLMENTS - IMPROVEMENT AREA#1 LOT TYPE 5 PrincipalInstallment Additional Annual Collection Tot;I Annual Due 1/31 Interest Costs Installmentsil 2025 $ 2,669.23 $ 7,642.68 $ - $ 232.61 $ 10,544.52 2026 $ 1,180.51 $ 8,540.97 $ 589.03 $ 237.26 $ 10,547.77 2027 $ 1,273.55 $ 8,455.38 $ 583.13 $ 242.01 $ 10,554.07 2028 $ 1,372.41 $ 8,363.05 $ 576.76 $ 246.85 $ 10,559.07 2029 $ 1,477.09 $ 8,263.55 $ 569.90 $ 251.79 $ 10,562.32 2030 $ 1,593.39 $ 8,156.46 $ 562.51 $ 256.82 $ 10,569.19 2031 $ 1,721.33 $ 8,040.94 $ 554.55 $ 261.96 $ 10,578.78 2032 $ 1,855.08 $ 7,916.14 $ 545.94 $ 267.20 $ 10,584.37 2033 $ 1,994.65 $ 7,781.65 $ 536.67 $ 272.54 $ 10,585.51 2034 $ 2,151.66 $ 7,637.04 $ 526.69 $ 277.99 $ 10,593.39 2035 $ 2,320.31 $ 7,481.04 $ 515.93 $ 283.55 $ 10,600.84 2036 $ 2,500.58 $ 7,312.82 $ 504.33 $ 289.22 $ 10,606.96 2037 $ 2,692.49 $ 7,131.53 $ 491.83 $ 295.01 $ 10,610.85 2038 $ 2,901.84 $ 6,936.32 $ 478.37 $ 300.91 $ 10,617.44 2039 $ 3,128.63 $ 6,725.94 $ 463.86 $ 306.93 $ 10,625.36 2040 $ 3,367.06 $ 6,499.11 $ 448.21 $ 313.07 $ 10,627.46 2041 $ 3,628.75 $ 6,255.00 $ 431.38 $ 319.33 $ 10,634.46 2042 $ 3,907.89 $ 5,991.92 $ 413.24 $ 325.71 $ 10,638.75 2043 $ 4,210.28 $ 5,708.60 $ 393.70 $ 332.23 $ 10,644.80 2044 $ 4,541.75 $ 5,403.35 $ 372.64 $ 338.87 $ 10,656.62 2045 $ 4,890.67 $ 5,074.07 $ 349.94 $ 345.65 $ 10,660.33 2046 $ 5,268.67 $ 4,719.50 $ 325.48 $ 352.56 $ 10,666.21 2047 $ 5,675.74 $ 4,337.52 $ 299.14 $ 359.61 $ 10,672.01 2048 $ 6,117.70 $ 3,926.03 $ 270.76 $ 366.81 $ 10,681.30 2049 $ 6,588.74 $ 3,482.50 $ 240.17 $ 374.14 $ 10,685.55 2050 $ 7,100.49 $ 3,004.81 $ 207.23 $ 381.63 $ 10,694.15 2051 $ 7,652.94 $ 2,490.03 $ 171.73 $ 389.26 $ 10,703.95 2052 $ 8,240.29 $ 1,935.19 $ 133.46 $ 397.04 $ 10,705.98 2053 $ 8,879.97 $ 1,337.77 $ 92.26 $ 404.98 $ 10,714.98 2054 $ 9,571.99 $ 693.97 $ 47.86 $ 413.08 $ 10,726.91 Total $ 120,475.69 $ 177,244.87 $ 11,696.701 $ 9,436.63 $ 318,853.89 Footnotes: [a] Interest is calculated at a 7.25%rate for illustrative purposes. [b] The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Annual Collection Costs, reserve fund requirements,interest earnings,or other available offsets could increase or decrease the amounts shown. Annual Installment Schedule to Notice of Obligation to Pay Improvement District Assessment WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 - IMPROVEMENT AREA #1 LOT TYPE 6 BUYER DISCLOSURE NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT A person who proposes to sell or otherwise convey real property that is located in a public improvement district established under Subchapter A, Chapter 372, Local Government Code (except for public improvement districts described under Section 372.005), or Chapter 382, Local Government Code, shall first give to the purchaser of the property this written notice, signed by the seller. For the purposes of this notice, a contract for the purchase and sale of real property having a performance period of less than six months is considered a sale requiring the notice set forth below. This notice requirement does not apply to a transfer: 1)under a court order or foreclosure sale; 2)by a trustee in bankruptcy; 3)to a mortgagee by a mortgagor or successor in interest or to a beneficiary of a deed of trust by a trustor or successor in interest; 4)by a mortgagee or a beneficiary under a deed of trust who has acquired the land at a sale conducted under a power of sale under a deed of trust or a sale under a court-ordered foreclosure or has acquired the land by a deed in lieu of foreclosure; 5)by a fiduciary in the course of the administration of a decedent's estate, guardianship, conservatorship, or trust; 6)from one co-owner to another co-owner of an undivided interest in the real property; 7)to a spouse or a person in the lineal line of consanguinity of the seller; 8)to or from a governmental entity; or 9)of only a mineral interest, leasehold interest, or security interest The following notice shall be given to a prospective purchaser before the execution of a binding contract of purchase and sale, either separately or as an addendum or paragraph of a purchase contract. In the event a contract of purchase and sale is entered into without the seller having provided the required notice,the purchaser,subject to certain exceptions,is entitled to terminate the contract. A separate copy of this notice shall be executed by the seller and the purchaser and must be filed in the real property records of the county in which the property is located at the closing of the purchase and sale of the property. AFTER RECORDING'RETURN TO: NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO CITY OF CORPUS CHRISTI, TEXAS CONCERNING THE FOLLOWING PROPERTY STREET ADDRESS IMPROVEMENT AREA#1 LOT TYPE 6 PRINCIPAL ASSESSMENT: $144,570.83 As the purchaser of the real property described above, you are obligated to pay assessments to City of Corpus Christi,Texas,for the costs of a portion of a public improvement or services project(the "Authorized Improvements")undertaken for the benefit of the property within Whitecap Public Improvement District No. 1 (the"District")created under Subchapter A, Chapter 372, Local Government Code. AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE COSTS, AND DELINQUENCY COSTS. The exact amount of the assessment may be obtained from the City of Corpus Christi. The exact amount of each annual installment will be approved each year by the Corpus Christi City Council in the annual service plan update for the District. More information about the assessments,including the amounts and due dates,may be obtained from City of Corpus Christi. Your failure to pay any assessment or any annual installment may result in penalties and interest being added to what you owe or in a lien on and the foreclosure of your property. To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County when updating for the Current Information of Obligation to Pay Improvement District Assessment. [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER The undersigned seller acknowledges providing this notice to the potential purchaser before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER]2 z To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance with Section 5.014(a-1),Tex. Prop. Code. Signature Page to Initial Notice of Obligation to Pay Improvement District Assessment [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. The undersigned purchaser acknowledged the receipt of this notice including the current information required by Section 5.0143, Texas Property Code, as amended. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER STATE OF TEXAS § COUNTY OF § The foregoing instrument was acknowledged before me by and ,known to me to be the person(s)whose name(s)is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this ,20_. Notary Public, State of Texas]3 s To be included in separate copy of the notice required by Section 5.0143,Tex. Prop. Code,to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Purchaser Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment [The undersigned seller acknowledges providing a separate copy of the notice required by Section 5.014 of the Texas Property Code including the current information required by Section 5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the address above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER STATE OF TEXAS § COUNTY OF § The foregoing instrument was acknowledged before me by and ,known to me to be the person(s)whose name(s)is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this , 20_. Notary Public, State of Texas]4 4 To be included in separate copy of the notice required by Section 5.0143,Tex.Prop.Code,to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Seller Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment ANNUAL INSTALLMENTS- IMPROVEMENT AREA#1 LOT TYPE 6 Installment Principal interestia3 Additional Annual Collection Total Annual Due 1/31 Interest Costs InstallmentsM 2025 $ 3,203.07 $ 9,171.21 $ - $ 279.13 $ 12,653.42 2026 $ 1,416.61 $ 10,249.16 $ 706.84 $ 284.72 $ 12,657.33 2027 $ 1,528.26 $ 10,146.46 $ 699.76 $ 290.41 $ 12,664.89 2028 $ 1,646.89 $ 10,035.66 $ 692.11 $ 296.22 $ 12,670.89 2029 $ 1,772.51 $ 9,916.26 $ 683.88 $ 302.14 $ 12,674.79 2030 $ 1,912.07 $ 9,787.75 $ 675.02 $ 308.19 $ 12,683.03 2031 $ 2,065.60 $ 9,649.13 $ 665.46 $ 314.35 $ 12,694.53 2032 $ 2,226.10 $ 9,499.37 $ 655.13 $ 320.64 $ 12,701.24 2033 $ 2,393.58 $ 9,337.98 $ 644.00 $ 327.05 $ 12,702.61 2034 $ 2,582.00 $ 9,164.45 $ 632.03 $ 333.59 $ 12,712.06 2035 $ 2,784.37 $ 8,977.25 $ 619.12 $ 340.26 $ 12,721.00 2036 $ 3,000.70 $ 8,775.38 $ 605.20 $ 347.07 $ 12,728.35 2037 $ 3,230.98 $ 8,557.83 $ 590.20 $ 354.01 $ 12,733.02 2038 $ 3,482.21 $ 8,323.59 $ 574.04 $ 361.09 $ 12,740.92 2039 $ 3,754.36 $ 8,071.13 $ 556.63 $ 368.31 $ 12,750.43 2040 $ 4,040.47 $ 7,798.94 $ 537.86 $ 375.68 $ 12,752.95 2041 $ 4,354.50 $ 7,506.00 $ 517.66 $ 383.19 $ 12,761.35 2042 $ 4,689.46 $ 7,190.30 $ 495.88 $ 390.86 $ 12,766.50 2043 $ 5,052.34 $ 6,850.31 $ 472.44 $ 398.67 $ 12,773.76 2044 $ 5,450.10 $ 6,484.02 $ 447.17 $ 406.65 $ 12,787.94 2045 $ 5,868.81 $ 6,088.89 $ 419.92 $ 414.78 $ 12,792.40 2046 $ 6,322.40 $ 5,663.40 $ 390.58 $ 423.08 $ 12,799.45 2047 $ 6,810.89 $ 5,205.02 $ 358.97 $ 431.54 $ 12,806.41 2048 $ 7,341.24 $ 4,711.24 $ 324.91 $ 440.17 $ 12,817.56 2049 $ 7,906.49 $ 4,179.00 $ 288.21 $ 448.97 $ 12,822.66 2050 $ 8,520.59 $ 3,605.77 $ 248.67 $ 457.95 $ 12,832.98 2051 $ 9,183.53 $ 2,988.03 $ 206.07 $ 467.11 $ 12,844.74 2052 $ 9,888.35 $ 2,322.23 $ 160.15 $ 476.45 $ 12,847.18 2053 $ 10,655.97 $ 1,605.32 $ 110.71 $ 485.98 $ 12,857.98 2054 $ 11,486.39 $ 832.76 $ 57.43 $ 495.70 $ 12,872.29 Total $ 144,570.83 $ 212,693.84 $ 14,036.041 $ 11,323.96 $ 382,624.67 Footnotes: [a] Interest is calculated at a 7.25%rate for illustrative purposes. [b] The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Annual Collection Costs, reserve fund requirements,interest earnings,or other available offsets could increase or decrease the amounts shown. Annual Installment Schedule to Notice of Obligation to Pay Improvement District Assessment WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 - IMPROVEMENT AREA #1 LOT TYPE 7 BUYER DISCLOSURE NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT A person who proposes to sell or otherwise convey real property that is located in a public improvement district established under Subchapter A, Chapter 372, Local Government Code (except for public improvement districts described under Section 372.005), or Chapter 382, Local Government Code, shall first give to the purchaser of the property this written notice, signed by the seller. For the purposes of this notice, a contract for the purchase and sale of real property having a performance period of less than six months is considered a sale requiring the notice set forth below. This notice requirement does not apply to a transfer: 1) under a court order or foreclosure sale; 2) by a trustee in bankruptcy; 3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary of a deed of trust by a trustor or successor in interest; 4) by a mortgagee or a beneficiary under a deed of trust who has acquired the land at a sale conducted under a power of sale under a deed of trust or a sale under a court-ordered foreclosure or has acquired the land by a deed in lieu of foreclosure; 5) by a fiduciary in the course of the administration of a decedent's estate, guardianship, conservatorship, or trust; 6) from one co-owner to another co-owner of an undivided interest in the real property; 7) to a spouse or a person in the lineal line of consanguinity of the seller; 8) to or from a governmental entity; or 9)of only a mineral interest, leasehold interest, or security interest The following notice shall be given to a prospective purchaser before the execution of a binding contract of purchase and sale, either separately or as an addendum or paragraph of a purchase contract. In the event a contract of purchase and sale is entered into without the seller having provided the required notice,the purchaser,subject to certain exceptions,is entitled to terminate the contract. A separate copy of this notice shall be executed by the seller and the purchaser and must be filed in the real property records of the county in which the property is located at the closing of the purchase and sale of the property. AFTER RECORDING'RETURN TO: NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO CITY OF CORPUS CHRISTI, TEXAS CONCERNING THE FOLLOWING PROPERTY STREET ADDRESS IMPROVEMENT AREA#1 LOT TYPE 7 PRINCIPAL ASSESSMENT: $192,761.11 As the purchaser of the real property described above, you are obligated to pay assessments to City of Corpus Christi,Texas,for the costs of a portion of a public improvement or services project(the "Authorized Improvements")undertaken for the benefit of the property within Whitecap Public Improvement District No. 1 (the"District")created under Subchapter A, Chapter 372, Local Government Code. AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE COSTS, AND DELINQUENCY COSTS. The exact amount of the assessment may be obtained from the City of Corpus Christi. The exact amount of each annual installment will be approved each year by the Corpus Christi City Council in the annual service plan update for the District. More information about the assessments,including the amounts and due dates,may be obtained from City of Corpus Christi. Your failure to pay any assessment or any annual installment may result in penalties and interest being added to what you owe or in a lien on and the foreclosure of your property. To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County when updating for the Current Information of Obligation to Pay Improvement District Assessment. [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER The undersigned seller acknowledges providing this notice to the potential purchaser before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER]2 z To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance with Section 5.014(a-1),Tex. Prop. Code. Signature Page to Initial Notice of Obligation to Pay Improvement District Assessment [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. The undersigned purchaser acknowledged the receipt of this notice including the current information required by Section 5.0143, Texas Property Code, as amended. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER STATE OF TEXAS § COUNTY OF § The foregoing instrument was acknowledged before me by and ,known to me to be the person(s)whose name(s)is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this ,20_. Notary Public, State of Texas]3 s To be included in separate copy of the notice required by Section 5.0143,Tex. Prop. Code,to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Purchaser Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment [The undersigned seller acknowledges providing a separate copy of the notice required by Section 5.014 of the Texas Property Code including the current information required by Section 5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the address above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER STATE OF TEXAS § COUNTY OF § The foregoing instrument was acknowledged before me by and ,known to me to be the person(s)whose name(s)is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this , 20_. Notary Public, State of Texas]4 4 To be included in separate copy of the notice required by Section 5.0143,Tex.Prop.Code,to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Seller Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment ANNUAL INSTALLMENTS- IMPROVEMENT AREA#1 LOT TYPE 7 Installment Principal Interest Ja3 Additional Annual Collection Total Annual Due 1/31 Interest Costs 2025 $ 4,270.76 $ 12,228.29 $ - $ 372.18 $ 16,871.23 2026 $ 1,888.81 $ 13,665.55 $ 942.45 $ 379.62 $ 16,876.44 2027 $ 2,037.68 $ 13,528.61 $ 933.01 $ 387.22 $ 16,886.52 2028 $ 2,195.86 $ 13,380.88 $ 922.82 $ 394.96 $ 16,894.52 2029 $ 2,363.34 $ 13,221.68 $ 911.84 $ 402.86 $ 16,899.72 2030 $ 2,549.43 $ 13,050.34 $ 900.02 $ 410.92 $ 16,910.71 2031 $ 2,754.13 $ 12,865.50 $ 887.28 $ 419.13 $ 16,926.04 2032 $ 2,968.13 $ 12,665.83 $ 873.51 $ 427.52 $ 16,934.98 2033 $ 3,191.44 $ 12,450.64 $ 858.66 $ 436.07 $ 16,936.81 2034 $ 3,442.66 $ 12,219.26 $ 842.71 $ 444.79 $ 16,949.42 2035 $ 3,712.49 $ 11,969.67 $ 825.49 $ 453.68 $ 16,961.34 2036 $ 4,000.93 $ 11,700.51 $ 806.93 $ 462.76 $ 16,971.13 2037 $ 4,307.98 $ 11,410.44 $ 786.93 $ 472.01 $ 16,977.36 2038 $ 4,642.94 $ 11,098.12 $ 765.39 $ 481.45 $ 16,987.90 2039 $ 5,005.82 $ 10,761.50 $ 742.17 $ 491.08 $ 17,000.57 2040 $ 5,387.30 $ 10,398.58 $ 717.14 $ 500.90 $ 17,003.93 2041 $ 5,806.00 $ 10,008.00 $ 690.21 $ 510.92 $ 17,015.13 2042 $ 6,252.62 $ 9,587.07 $ 661.18 $ 521.14 $ 17,022.00 2043 $ 6,736.45 $ 9,133.75 $ 629.91 $ 531.56 $ 17,031.68 2044 $ 7,266.81 $ 8,645.36 $ 596.23 $ 542.20 $ 17,050.59 2045 $ 7,825.08 $ 8,118.52 $ 559.90 $ 553.04 $ 17,056.53 2046 $ 8,429.87 $ 7,551.20 $ 520.77 $ 564.10 $ 17,065.94 2047 $ 9,081.18 $ 6,940.03 $ 478.62 $ 575.38 $ 17,075.22 2048 $ 9,788.32 $ 6,281.65 $ 433.22 $ 586.89 $ 17,090.08 2049 $ 10,541.99 $ 5,571.99 $ 384.28 $ 598.63 $ 17,096.88 2050 $ 11,360.78 $ 4,807.70 $ 331.57 $ 610.60 $ 17,110.65 2051 $ 12,244.71 $ 3,984.04 $ 274.76 $ 622.81 $ 17,126.32 2052 $ 13,184.46 $ 3,096.30 $ 213.54 $ 635.27 $ 17,129.57 2053 $ 14,207.96 $ 2,140.43 $ 147.62 $ 647.97 $ 17,143.97 2054 $ 15,315.19 $ 1,110.35 $ 76.58 $ 660.93 $ 17,163.05 Total $ 192,761.11 $ 283,591.79 $ 18,714.721 $ 15,098.61 $ 510,166.23 Footnotes: [a] Interest is calculated at a 7.25%rate for illustrative purposes. [b] The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Annual Collection Costs, reserve fund requirements,interest earnings,or other available offsets could increase or decrease the amounts shown. Annual Installment Schedule to Notice of Obligation to Pay Improvement District Assessment ORDINANCE NO. AN ORDINANCE APPROVING AND AUTHORIZING THE ISSUANCE AND SALE OF THE CITY OF CORPUS CHRISTI, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 (WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 IMPROVEMENTAREA#1 PROJECT);APPROVING THE 2024 ANNUAL UPDATE TO THE SERVICE AND ASSESSMENT PLAN AND ASSESSMENT ROLL FOR WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1; AND APPROVING AND AUTHORIZING RELATED AGREEMENTS. WHEREAS, the City of Corpus Christi, Texas (the "City"), pursuant to and in accordance with the terms, provisions and requirements of the Public Improvement District Assessment Act, Chapter 372, Texas Local Government Code (the "PID Act"), has previously established the "Whitecap Public Improvement District No. 1" (the "District"), pursuant to Resolution No. 032761 adopted by the City Council of the City (the "City Council") on May 17, 2022; and WHEREAS, pursuant to the PID Act, the City Council published notice of and convened a public hearing on February 13, 2024, regarding the levy of special assessments against benefitted property located within the first construction phase of the District ("Improvement Area #1"), and, after hearing testimony at such public hearing, the City Council closed the public hearing and adopted an ordinance levying assessments against the benefitting property within Improvement Area#1 (the "Assessment Ordinance") on February 20, 2024; and WHEREAS, in the Assessment Ordinance, the City Council approved and accepted the Whitecap Public Improvement District Improvement Area#1 Service and Assessment Plan, dated February 20, 2024 (as updated, amended, and/or restated, the "Service and Assessment Plan") relating to the District and levied special assessments (the "Improvement Area#1 Assessments") against the Improvement Area #1 Assessed Property as shown on the Improvement Area #1 Assessment Roll that is attached to the Service and Assessment Plan as Exhibit F-1; and WHEREAS, capitalized terms used in this Ordinance and not otherwise defined herein shall have the meanings assigned to them in the Service and Assessment Plan; and WHEREAS, the City is authorized by the PID Act to issue its revenue bonds payable from the Improvement Area#1 Assessments and other revenues received for the purpose of(i) paying a portion of the Actual Costs of the Improvement Area #1 Improvements, (ii) funding a reserve fund for payment of principal and interest on the Bonds Similarly Secured (as defined in the Indenture (defined below)), (iii) paying a portion of the costs incidental to the organization and administration of the District, and (iv) paying costs of issuance of the Bonds; and WHEREAS, the City Council hereby finds and determines that it is in the best interests of the City to issue its bonds to be designated "City of Corpus Christi, Texas, Special Assessment Revenue Bonds, Series 2024 (Whitecap Public Improvement District No. 1 Improvement Area#1 Project)" (the "Bonds"), such series to be payable from and secured by the Trust Estate (as defined in the Indenture); and WHEREAS, the City Council hereby finds and determines to (i) approve the issuance of the Bonds to finance a portion of the Actual Costs of the Improvement Area#1 Improvements, as identified in the Service and Assessment Plan, (ii) approve the form, terms, and provisions of an Indenture securing the Bonds authorized hereby, (iii) approve the form, terms and provisions of a Bond Purchase Agreement(defined below) between the City and the purchaser of the Bonds, (iv) approve a Preliminary Limited Offering Memorandum (defined below) and a Limited Offering 139198996.6/1 001 1 86793 Memorandum (defined below), and (vi) approve the 2024 Annual Service Plan Update(as defined below); and WHEREAS, the meeting at which this Ordinance is considered is open to the public as required by law, and the public notice of the time, place and purpose of said meeting was given as required by Chapter 551, Texas Government Code; now, therefore BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Approval of Issuance of Bonds and Indenture of Trust. (a) The issuance of the Bonds in the principal amount of$ for the purpose of (i) paying a portion of the Actual Costs of the Improvement Area#1 Improvements, (ii) funding a reserve fund for payment of principal and interest on the Bonds Similarly Secured, (iii) paying a portion of the costs incidental to the organization and administration of the District, and (iv) paying costs of issuance of the Bonds. (b) The Bonds shall be issued and secured under that certain Indenture of Trust (the "Indenture") dated as of October 1, 2024, between the City and BOKF, NA, as trustee (the "Trustee"), which Indenture is hereby approved in substantially the form attached hereto as Exhibit A, which is incorporated herein as a part hereof for all purposes, with such changes or additions thereto as may be approved by the Mayor or Mayor Pro Tern of the City(upon the advice of the City Manager) as evidenced by the execution and delivery thereof. The Mayor or Mayor Pro Tern of the City is hereby authorized and directed to execute the Indenture and the City Secretary or the Assistant City Secretary is hereby authorized and directed to attest such signature of the Mayor or Mayor Pro Tern and such officials are hereby authorized to deliver the Indenture. (c) The Bonds shall be dated, shall mature on the date or dates and in the principal amounts, shall bear interest, shall be subject to redemption and shall have such other terms and provisions as set forth in the Indenture. The Bonds shall be in substantially the form set forth in the Indenture with such insertions, omissions and modifications as may be required to conform the form of bond to the actual terms of the Bonds. The Bonds shall be payable from and secured by the Pledged Revenues (as defined in the Indenture) and other assets of the Trust Estate pledged to such series, and shall never be payable from ad valorem taxes. SECTION 2. Sale of Bonds; Approval of Bond Purchase Agreement. The Bonds shall be sold to FMSbonds, Inc. (the "Underwriter') under that certain Bond Purchase Agreement (the "Bond Purchase Agreement'), dated the date hereof, between the City and the Underwriter, substantially in the form attached hereto as Exhibit B which is incorporated herein as a part hereof for all purposes, which terms of sale are declared to be in the best interests of the City at the price and on the terms and provisions set forth in the Bond Purchase Agreement. The form, terms and provisions of the Bond Purchase Agreement are hereby authorized and approved with such changes as may be necessary or desirable to carry out the intent of this Ordinance and as approved by the City Manager, such approval to be evidenced by the execution and delivery of the Bond Purchase Agreement by the Mayor or Mayor Pro Tern of the City. The Mayor or Mayor Pro Tern of the City is hereby authorized and directed to execute and deliver the Bond Purchase Agreement. SECTION 3. Limited Offering Memorandum. The form and substance of the Preliminary Limited Offering Memorandum for the Bonds and any addenda, supplement or amendment thereto (the "Preliminary Limited Offering Memorandum") and the final Limited 139198996.6/1001186793 2 Offering Memorandum (the "Limited Offering Memorandum") are hereby in all respects approved and adopted. The Preliminary Limited Offering Memorandum and the Limited Offering Memorandum, as thus approved and delivered, with such appropriate variations as shall be approved by the Mayor or Mayor Pro Tem of the City and the Underwriter, may be used by the Underwriter in the offering and sale of the Bonds. The City Secretary or the Assistant City Secretary is hereby authorized and directed to include and maintain a copy of the Preliminary Limited Offering Memorandum and Limited Offering Memorandum and any addenda, supplement or amendment thereto thus approved among the permanent records of this meeting. The use and distribution of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum in the offering of the Bonds is hereby ratified, approved and confirmed and the Preliminary Limited Offering Memorandum is hereby deemed "final" as of its date, within the meaning of Rule 15c2-12 of the Securities and Exchange Commission. Notwithstanding the approval and delivery of such Preliminary Limited Offering Memorandum and Limited Offering Memorandum by the Mayor or Mayor Pro Tem, this City Council, including the Mayor and Mayor Pro Tem, is not responsible for and proclaims no specific knowledge of the information contained in the Preliminary Limited Offering Memorandum and Limited Offering Memorandum pertaining to the Development (as defined in the Limited Offering Memorandum), the Developer, or the Owner or their financial ability, or of any builders, any other landowners, or the appraisal of the property in the District. SECTION 4. Continuing Disclosure Agreement. That certain "City of Corpus Christi, Texas, Special Assessment Revenue Bonds, Series 2024 (Whitecap Public Improvement District No. 1 Improvement Area#1 Project) Continuing Disclosure Agreement of Issuer" (the"Continuing Disclosure Agreement') among the City, P3Works, LLC and BOKF, NA, is hereby authorized and approved in substantially the form attached hereto as Exhibit C which is incorporated herein as a part hereof for all purposes and the City Manager, Assistant City Manager, Mayor, and Mayor Pro Tem of the City are authorized and directed to execute and deliver such Continuing Disclosure Agreement with such changes as may be required to carry out the purpose of this Ordinance and as approved by the City Manager, Assistant City Manager, Mayor or Mayor Pro Tem, such approval to be evidenced by the execution thereof. SECTION 5. 2024 Annual Update. Pursuant to Sections 372.013 and 372.014 of the PID Act, the Service and Assessment Plan and Improvement Area #1 Assessment Roll are required to be reviewed and updated annually. The City Council now desires to proceed with the adoption of that certain Whitecap Public Improvement District No. 1 2024 Annual Service Plan Update and updated assessment roll attached thereto as Exhibit D hereto (the "2024 Annual Service Plan Update"), which 2024 Annual Service Plan Update is hereby accepted as provided. SECTION 6. Additional Actions. The Mayor, the Mayor Pro Tem, the City Manager, the Assistant City Manager, the Director of Finance and Procurement, and the City Secretary or the Assistant City Secretary are each hereby authorized and directed to take any and all actions on behalf of the City necessary or desirable to carry out the intent and purposes of this Ordinance and to issue the Bonds in accordance with the terms of this Ordinance. The Mayor, the Mayor Pro Tem, the City Manager, the Assistant City Manager, the Director of Finance and Procurement, and the City Secretary or the Assistant City Secretary are each hereby authorized and directed to execute and deliver any and all certificates, agreements, notices, instruction letters, requisitions, and other documents which may be necessary or advisable in connection with the sale, issuance and delivery of the Bonds and the carrying out of the purposes and intent of this Ordinance or any other certificates, agreements, or other documents subsequent to the delivery of the Bonds which may be necessary or appropriate to carry out or fulfill the purpose and intent 139198996.6/1001186793 3 of the Service and Assessment Plan and the acquisition and construction of the Improvement Area #1 Improvements. SECTION 7. Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 8. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 9. Severability. If any provision of this Ordinance or the application thereof to any circumstance shall be held to be invalid, the remainder of this Ordinance or the application thereof to other circumstances shall nevertheless be valid, and this governing body hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 10. Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine, feminine or neuter gender shall be considered to include the other genders. SECTION 11. Incorporation of Findings and Determinations. The findings and determinations of the City Council contained in the preamble of this Ordinance are hereby incorporated by reference and made a part of this Ordinance for all purposes as if the same were restated in full in this Section. Furthermore, to the extent any findings and determination of City Council contained within this Ordinance conflict with the City's PID Policy, as adopted by Resolution No. 032077, such policy provisions are expressly waived by City Council. SECTION 12. Effective Date. This Ordinance shall take effect and be in force immediately from and after its adoption on the date shown below in accordance with Texas Government Code, Section 1201.028, as amended. 139198996.6/1001186793 4 PASSED, APPROVED AND ADOPTED on the 15th day of October, 2024. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (SEAL) APPROVED THIS 15th DAY OF OCTOBER, 2024: Miles Risley, City Attorney [The remainder of this page intentionally left blank.] [Signature page to Bond Ordinance] EXHIBIT A INDENTURE OF TRUST 139198996.6/1 001 1 86793 A-1 INDENTURE OF TRUST By and Between CITY OF CORPUS CHRISTI, TEXAS and BOKF, NA, as Trustee DATED AS OF OCTOBER 1 , 2024 SECURING CITY OF CORPUS CHRISTI, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 (WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 IMPROVEMENT AREA #1 PROJECT) 139199012.11 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS, FINDINGS AND INTERPRETATION .............................................. 3 Section 1.1. Definitions. ............................................................................................. 3 Section1.2. Findings.................................................................................................11 Section 1.3. Table of Contents, Titles and Headings.................................................11 Section 1.4. Interpretation. ........................................................................................11 ARTICLE II THE BONDS SIMILARLY SECURED ...................................................................12 Section 2.1. Granting Clauses...................................................................................12 Section 2.2. Security for the Bonds Similarly Secured...............................................13 Section 2.3. Limited Obligations................................................................................13 Section 2.4. Authorization for Indenture. ...................................................................13 Section 2.5. Contract with Owners and Trustee. .......................................................13 ARTICLE III AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE BONDS SIMILARLY SECURED...........................................................................14 Section 3.1. Authorization of the Bonds Similarly Secured. .......................................14 Section 3.2. Date, Denomination, Maturities, Numbers and Interest..........................14 Section 3.3. Conditions Precedent to Delivery of Bonds............................................15 Section 3.4. Medium, Method and Place of Payment. ...............................................16 Section 3.5. Execution and Registration of Bonds Similarly Secured. .......................17 Section 3.6. Refunding Bonds...................................................................................18 Section3.7. Ownership. ............................................................................................18 Section 3.8. Registration, Transfer and Exchange. ...................................................18 Section 3.9. Cancellation. .........................................................................................20 Section 3.10. Temporary Bonds Similarly Secured..........................................20 Section 3.11. Replacement Bonds Similarly Secured. .....................................20 Section 3.12. Book-Entry Only System............................................................21 Section 3.13. Successor Securities Depository: Transfer Outside Book- Entry-Only System. ...........................................................................................22 Section 3.14. Payments to Cede & Co. ...........................................................22 ARTICLE IV REDEMPTION OF BONDS SIMILARLY SECURED BEFORE MATURITY.........23 Section 4.1. Limitation on Redemption......................................................................23 Section 4.2. Mandatory Sinking Fund Redemption....................................................23 Section 4.3. Optional Redemption.............................................................................24 139199012.11 - i - TABLE OF CONTENTS Page Section 4.4. Extraordinary Optional Redemption.......................................................24 Section 4.5. Partial Redemption................................................................................25 Section 4.6. Notice of Redemption to Owners...........................................................25 Section 4.7. Payment Upon Redemption...................................................................26 Section 4.8. Effect of Redemption.............................................................................26 ARTICLE V FORM OF THE BONDS SIMILARLY SECURED..................................................26 Section 5.1. Form Generally......................................................................................26 Section 5.2. CUSIP Registration. ..............................................................................27 Section5.3. Legal Opinion. .......................................................................................27 ARTICLE VI FUNDS AND ACCOUNTS...................................................................................27 Section 6.1. Establishment of Funds and Accounts...................................................27 Section 6.2. Initial Deposits to Funds and Accounts..................................................28 Section 6.3. Pledged Revenue Fund.........................................................................29 Section6.4. Bond Fund.............................................................................................30 Section 6.5. Project Fund..........................................................................................30 Section 6.6. Redemption Fund..................................................................................31 Section 6.7. Reserve Fund........................................................................................31 Section 6.8. Rebate Fund: Rebate Amount. ..............................................................33 Section 6.9. Administrative Fund...............................................................................34 Section 6.10. Project Collection Fund..............................................................34 Section 6.11. Investment of Funds. .................................................................34 Section 6.12. Security of Funds.......................................................................36 ARTICLE VII COVENANTS .....................................................................................................36 Section 7.1. Confirmation of Improvement Area#1 Assessments. ............................36 Section 7.2. Collection and Enforcement of Improvement Area#1 Assessments. ...................................................................................................36 Section 7.3. Against Encumbrances..........................................................................36 Section 7.4. Records, Accounts, Accounting Reports................................................37 Section 7.5. Covenants to Maintain Tax-Exempt Status............................................37 ARTICLE VIII LIABILITY OF CITY ...........................................................................................41 ARTICLE IX THE TRUSTEE....................................................................................................42 Section 9.1. Trustee as Paying Agent/Registrar........................................................42 Section 9.2. Trustee Entitled to Indemnity.................................................................42 139199012.11 - i i - TABLE OF CONTENTS Page Section 9.3. Responsibilities of the Trustee...............................................................42 Section 9.4. Trustee Joining in Supplemental Indentures; Supplemental Indentures Part of Indenture. ............................................................................44 Section 9.5. Property Held in Trust............................................................................45 Section 9.6. Trustee Protected in Relying on Certain Documents. ............................45 Section 9.7. Compensation. ......................................................................................45 Section 9.8. Permitted Acts.......................................................................................46 Section 9.9. Resignation of Trustee. .........................................................................46 Section 9.10. Removal of Trustee....................................................................46 Section 9.11. Successor Trustee.....................................................................47 Section 9.12. Transfer of Rights and Property to Successor Trustee...............47 Section 9.13. Merger, Conversion or Consolidation of Trustee. .......................48 Section 9.14. Security Interest in the Trust Estate. ..........................................48 Section 9.15. Offering Documentation. ............................................................48 Section 9.16. Expenditure of Funds and Risk. .................................................49 Section 9.17. Environmental Hazards..............................................................49 Section 9.18. Accounts, Periodic Reports and Certificates. .............................49 Section 9.19. Construction of Indenture...........................................................49 ARTICLE X MODIFICATION OR AMENDMENT OF THIS INDENTURE.................................49 Section 10.1. Amendments Permitted. ............................................................49 Section 10.2. Owners' Meetings. .....................................................................50 Section 10.3. Procedure for Amendment with Written Consent of Owners. 51 Section 10.4. Effect of Supplemental Indenture...............................................51 Section 10.5. Endorsement or Replacement of Bonds Similarly Secured Issued After Amendments.................................................................................52 Section 10.6. Amendatory Endorsement of Bonds Similarly Secured. .............52 Section 10.7. Waiver of Default.......................................................................52 Section 10.8. Execution of Supplemental Indenture. .......................................52 ARTICLE XI DEFAULT AND REMEDIES ................................................................................53 Section 11.1. Events of Default. ......................................................................53 Section 11.2. Immediate Remedies for Default................................................53 Section 11.3. Restriction on Owner's Action. ...................................................54 Section 11.4. Application of Revenues and Other Moneys After Default..........55 139199012.11 - III - TABLE OF CONTENTS Page Section 11.5. Effect of Waiver. ........................................................................55 Section 11.6. Evidence of Ownership of Bonds Similarly Secured...................56 Section 11.7. No Acceleration. ........................................................................56 Section 11.8. Mailing of Notice. .......................................................................56 Section 11.9. Exclusion of Bonds Similarly Secured........................................56 Section 11.10. Remedies Not Exclusive. ...........................................................57 Section 11.11. Direction by Owners...................................................................57 ARTICLE XII GENERAL COVENANTS AND REPRESENTATIONS .......................................57 Section 12.1. Representations as to Trust Estate. ...........................................57 Section 12.2. Accounts, Periodic Reports and Certificates. .............................58 Section12.3. General......................................................................................58 ARTICLE XIII SPECIAL COVENANTS.....................................................................................58 Section 13.1. Further Assurances; Due Performance......................................58 Section 13.2. Additional Obligations or Other Liens; Refunding Bonds............58 Section 13.3. Books of Record. .......................................................................59 ARTICLE XIV PAYMENT AND CANCELLATION OF THE BONDS SIMILARLY SECURED AND SATISFACTION OF THE INDENTURE.............................................59 Section 14.1. Trust Irrevocable........................................................................59 Section 14.2. Satisfaction of Indenture. ...........................................................60 Section 14.3. Bonds Similarly Secured Deemed Paid......................................60 ARTICLE XV MISCELLANEOUS.............................................................................................60 Section 15.1. Benefits of Indenture Limited to Parties......................................60 Section 15.2. Successor is Deemed Included in All References to Predecessor. 61 Section 15.3. Execution of Documents and Proof of Ownership by Owners. 61 Section 15.4. Waiver of Personal Liability........................................................61 Section 15.5. Notices to and Demands on City and Trustee............................61 Section 15.6. Partial Invalidity..........................................................................63 Section 15.7. Applicable Laws.........................................................................63 Section 15.8. Payment on Business Day.........................................................63 Section 15.9. Counterparts..............................................................................63 Section 15.10. Verifications of Statutory Representations and Covenants.........63 EXHIBIT A Form of Bond............................................................................. 1 139199012.11 - iv - INDENTURE OF TRUST THIS INDENTURE, dated as of October 1, 2024 is by and between the CITY OF CORPUS CHRISTI, TEXAS (the "City"), and BOKF, NA, as trustee (together with its successors, the "Trustee"). Capitalized terms used in the preambles, recitals and granting clauses and not otherwise defined shall have the meanings assigned thereto in Article I. WHEREAS, a petition was submitted and filed with the City Secretary of the City (the "City Secretary") pursuant to the Public Improvement District Assessment Act, Texas Local Government Code, Chapter 372, as amended (the "PID Act"), requesting the creation of a public improvement district located in the corporate limits of the City to be known as Whitecap Public Improvement District No. 1 (the "District"); and WHEREAS, the petition contained the signatures of the owners of taxable property representing more than fifty percent of the appraised value of taxable real property liable for assessment within the District, as determined by the then current ad valorem tax rolls of the Nueces County Appraisal District, and the signatures of the property owners who own taxable real property that constitutes more than fifty percent of the area of all taxable property that is liable for assessment by the District; and WHEREAS, on May 17, 2022, after due notice, the City Council of the City (the "City Council') held a public hearing in the manner required by law on the advisability of the improvement projects and services described in the petition as required by Section 372.009 of the PID Act and on May 17, 2022, the City Council made the findings required by Section 372.009(b) of the PID Act and, by Resolution No. 032761, adopted by a majority of the members of the City Council, authorized the District in accordance with its finding as to the advisability of the improvement projects and services and also made findings and determinations relating to the estimated total costs of certain Authorized Improvements; and WHEREAS, on May 20, 2022, the City filed and recorded Resolution No. 032761 with the County Clerk of Nueces County, Texas, the county in which the District is located (the "County"); and WHEREAS, no written protests of the District from any owners of record of property within the District were filed with the City Secretary within 20 days after May 17, 2022; and WHEREAS, on January 23, 2024, the City Council by Resolution No. 033268 made findings and determinations relating to the Actual Costs of the Authorized Improvements benefiting Improvement Area #1, received and accepted a preliminary service and assessment plan and a proposed assessment roll, called a public hearing for February 13, 2024 and directed City staff to (i) file said proposed assessment roll with the City Secretary and to make it available for public inspection as required by Section 372.016(b) of the PID Act, and (ii) publish such notice relating to the February 13, 2024 hearing as required by Section 372.016(b) of the PID Act; and WHEREAS, on January 28, 2024, the City Council, pursuant to Section 372.016(b) of the PID Act, published notice of the public hearing in the Corpus Christi Caller-Times, a newspaper of general circulation in the City, to consider the proposed Service and Assessment Plan and the Improvement Area #1 Assessment Roll and the levy of the Improvement Area #1 Assessments on property within Improvement Area#1 of the District; and WHEREAS, the City Council, pursuant to Section 372.016(c) of the PID Act, mailed notice of the public hearing to consider the proposed Improvement Area #1 Assessment Roll and the Service and Assessment Plan and the levy of Improvement Area#1 Assessments on property in 139199012.11 Improvement Area#1 of the District to the last known address of the owners of the property liable for the Improvement Area#1 Assessments; and WHEREAS, the City Council opened and convened the hearing on February 13, 2024 and at such public hearing all persons who appeared, or requested to appear, in person or by their attorney, were given the opportunity to contend for or contest the proposed Service and Assessment Plan, the proposed Improvement Area #1 Assessment Roll and the Improvement Area #1 Assessments, and to offer testimony pertinent to any issue presented on the amount of the Improvement Area #1 Assessments, the allocation of estimated costs of the Authorized Improvements benefiting Improvement Area #1, the purposes of the Improvement Area #1 Assessments, the special benefits of the Authorized Improvements benefiting Improvement Area #1, and the penalties and interest on Improvement Area#1 Annual Installments and on delinquent Improvement Area #1 Annual Installments of the Improvement Area #1 Assessments, and there were no written objections or evidence submitted to the City Secretary in opposition to the Service and Assessment Plan, the allocation of estimated costs of the Authorized Improvements benefiting Improvement Area #1, the Improvement Area#1 Assessment Roll, and the levy of the Improvement Area#1 Assessments; and WHEREAS, the City Council closed the hearing, and, after considering all written and documentary evidence presented at the hearing, including all written comments and statements filed with the City, the City introduced and voted on Ordinance No. 033302, then on February 20, 2024, the City passed and adopted Ordinance No. 033302 (the "Assessment Ordinance") which levied the Improvement Area #1 Assessments and approved the Service and Assessment Plan, in conformity with the requirements of the PID Act; and WHEREAS, the City Council found and determined that the Improvement Area #1 Assessments should be levied as provided in the Service and Assessment Plan; and WHEREAS, the City Secretary or Assistant City Secretary of the City filed a copy of the Assessment Ordinance in the official records of Nueces County, Texas, on February 23, 2024 as Document No. 2024005581, which date was not later than the seventh day after the date the City Council approved the Assessment Ordinance and the Service and Assessment Plan as required by the PI D Act; and WHEREAS, the City Council is authorized by the PID Act to issue its revenue bonds payable from the Improvement Area#1 Assessments for the purpose of(i) paying a portion of the Actual Costs of the Improvement Area #1 Improvements, (ii) funding a reserve fund for payment of principal and interest on the Bonds Similarly Secured, (iii) paying a portion of the costs incidental to the organization and administration of the District, and (iv) paying costs of issuance of the Bonds; and WHEREAS, the City Council now desires to issue revenue bonds, in accordance with the PID Act, such bonds to be entitled "City of Corpus Christi, Texas, Special Assessment Revenue Bonds, Series 2024 (Whitecap Public Improvement District No. 1 Improvement Area#1 Project)", such Bonds being payable solely from the Trust Estate and for the purposes set forth in the preamble of this Indenture; and WHEREAS, the Trustee has agreed to accept the trusts herein created upon the terms set forth in this Indenture; THIS INDENTURE FURTHER WITNESSETH, and it is expressly declared, that all Bonds Similarly Secured issued and secured hereunder are to be issued, authenticated, and delivered and the Trust Estate hereby created, assigned, and pledged is to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, 139199012.11 - 2 - uses, and purposes as hereinafter expressed, and the City has agreed and covenanted, and does hereby agree and covenant, with the Trustee and with the respective Owners from time to time of the Bonds Similarly Secured as follows: ARTICLE I DEFINITIONS, FINDINGS AND INTERPRETATION Section 1.1. Definitions. Unless otherwise expressly provided or unless the context clearly requires otherwise in this Indenture, the following terms shall have the meanings specified below: "Account" means any of the accounts established pursuant to Section 6.1 of this Indenture. "Actual Costs" mean, with respect to Authorized Improvements, the actual costs paid or incurred by or on behalf of the Developer, (either directly or through affiliates), including: (1) the costs for the design, planning, financing, administration/management, acquisition, installation, construction and/or implementation of such Authorized Improvements; (2) the fees paid for obtaining permits, licenses, or other governmental approvals for such Authorized Improvements; (3) the costs for external professional services, such as engineering, geotechnical, surveying, land planning, architectural landscapers, appraisals, legal, accounting, and similar professional services; (4) the costs for all labor, bonds, and materials, including equipment and fixtures, owing to contractors, builders, and materialmen engaged in connection with the acquisition, construction, or implementation of the Authorized Improvements; (5) all related permitting and public approval expenses, and architectural, engineering, consulting, and other governmental fees and charges; and (6) costs to implement, administer, and manage the above-described activities including, but not limited to, a construction management fee equal to four percent (4%) of construction costs if managed by or on behalf of the Developer. "Additional Interest" means the amount collected by application of the Additional Interest Rate. ,,Additional Interest Rate" means the 0.50% additional interest rate charged on the Improvement Area #1 Assessments securing the Bonds Similarly Secured pursuant to Section 372.018 of the PI D Act. "Additional Interest Reserve Account' means the reserve account established by Section 6.1(b), administered by the City and segregated from other funds of the City in accordance with the provisions of Section 6.7 of this Indenture. "Additional Interest Reserve Requirement' means an amount equal to 5.5% of the principal amount of the Bonds to be funded from Improvement Area#1 Assessment Revenues to be deposited to the Pledged Revenue Fund and transferred to the Additional Interest Reserve Account. "Additional Obligations" mean any bonds or obligations, including specifically, any installment contracts, reimbursement agreements, temporary notes or time warrants secured in whole or in part by an assessment, other than the Improvement Area #1 Assessments securing the Bonds, levied against property within Improvement Area#1 of the District, in accordance with the PI D Act. "Administrative Fund" means that Fund established by Section 6.1(a) and administered pursuant to Section 6.9 hereof. 139199012.11 - 3 - "Administrator' means an employee of the City or third-party designee of the City who shall have the responsibilities provided in the Service and Assessment Plan, this Indenture, or any other agreement or document approved by the City related to the duties and responsibilities of the administration of the District. The initial Administrator is P3Works, LLC. "Annual Collection Costs" mean the actual or budgeted costs and expenses related to the operation of the District, including, but not limited to, costs and expenses for: (1) the Administrator; (2) City staff; (3) legal counsel, engineers, accountants, financial advisors, and other consultants engaged by the City; (4) calculating, collecting, and maintaining records with respect to Improvement Area#1 Assessments and Improvement Area#1 Annual Installments, including the costs of foreclosure; (5) preparing and maintaining records with respect to Assessment Rolls and Annual Service Plan Updates; (6) paying and redeeming Bonds; (7) investing or depositing Improvement Area#1 Assessments and Improvement Area#1 Annual Installments; (8) complying with this Service and Assessment Plan, the PID Act, and this Indenture, with respect to the Bonds, including the City's continuing disclosure requirements; and (9) the paying agent/registrar and Trustee in connection with Bonds, including their respective legal counsel. Annual Collection Costs collected but not expended in any year shall be carried forward and applied to reduce Annual Collection Costs for subsequent years. "Annual Debt Service" means, for each Bond Year, the sum of (i) the interest due on the Outstanding Bonds Similarly Secured in such Bond Year, assuming that the Outstanding Bonds Similarly Secured are retired as scheduled (including by reason of Sinking Fund Installments), and (ii) the principal amount of the Outstanding Bonds Similarly Secured due in such Bond Year (including any Sinking Fund Installments due in such Bond Year). "Annual Installment" shall have the same meaning assigned to such term in the Service and Assessment Plan. "Annual Service Plan Update" means the annual review and update of the Service and Assessment Plan required by the PID Act and the Service and Assessment Plan. "Applicable Laws" mean the PID Act, and all other laws or statutes, rules, or regulations, and any amendments thereto, of the State of Texas or of the United States, by which the City and its powers, securities, operations, and procedures are, or may be, governed or from which its powers may be derived. "Assessment Ordinance" means Ordinance No. 033302 adopted by the City Council on February 20, 2024, which levied the Improvement Area #1 Assessments on the Improvement Area #1 Assessed Property located within Improvement Area#1 of the District. "Assessments" shall have the same meaning assigned to such term in the Service and Assessment Plan. "Authorized Denomination" means $100,000 and any integral multiple of$1,000 in excess thereof; provided, however, that if the total principal amount of any Outstanding Bond Similarly Secured is less than $100,000, then the Authorized Denomination of such Outstanding Bond Similarly Secured shall be the amount of such Outstanding Bond Similarly Secured. "Authorized Improvements" mean improvements authorized by Section 372.003 of the PID Act, including the Common to All Improvements, the Improvement Area#1 Improvements, district formation expenses, first year annual collection costs, and bond issuance costs, as more specifically listed in Section III of the Service and Assessment Plan. 139199012.11 - 4 - "Bond" or"Bonds" mean the City's bonds authorized to be issued by Section 3.1(a) of this Indenture entitled "City of Corpus Christi, Texas, Special Assessment Revenue Bonds, Series 2024 (Whitecap Public Improvement District No. 1 Improvement Area#1 Project)". "Bond Counsel" means Norton Rose Fulbright US LLP or any other attorney or firm of attorneys designated by the City that is nationally recognized for expertise in rendering opinions as to the legality and tax-exempt status of securities issued by public entities. "Bond Date" means the date designated as the initial date of the respective series of the Bonds Similarly Secured by Section 3.2 of this Indenture. "Bond Fund" means the Fund of such name established pursuant to Section 6.1(a) and administered as provided in Section 6.4. "Bond Ordinance" means Ordinance No. 0 adopted by the City Council on October 15, 2024, authorizing the issuance of the Bonds pursuant to this Indenture. "Bond Pledged Revenue Account" means the Account of such name established pursuant to Section 6.1(b). "Bond Similarly Secured" or "Bonds Similarly Secured" means all bonds or any bond authorized by a bond ordinance and issued in accordance with this Indenture, including the Bonds, Refunding Bonds and any bonds issued in exchange or replacement thereof as permitted by this Indenture. For the avoidance of doubt, such term does not include the future improvement area bonds. "Bond Year' means the one-year period beginning on September 1 in each year and ending on August 31 in the following year. "Business Day" means any day other than a Saturday, Sunday or legal holiday in the State of Texas observed as such by the City or the Trustee. "Certificate for Payment" means a certificate substantially in the form of Exhibit A to the Reimbursement Agreement or otherwise approved by the Developer and a City Representative executed by a Person approved by a City Representative, delivered to a City Representative and the Trustee specifying the amount of work performed related to the Improvement Area #1 Improvements and the Actual Costs thereof, and requesting payment for such Actual Costs from money on deposit in an account of the Project Fund, all as further described in the Reimbursement Agreement and Section 6.5 herein. "City Certificate" means a certificate signed by a City Representative and delivered to the Trustee. "City Representative" means any official or agent of the City authorized by the City Council to undertake the action referenced herein, including the City Manager, any Assistant City Manager, the City Attorney, the Chief Financial Officer, City Secretary, and the Director of Finance and Procurement. "Closing Date" means the date of the initial delivery of and payment for each series of Bonds Similarly Secured. With respect to the Bonds, the Closing Date is October 31, 2024. 139199012.11 - 5 - "Code" means the Internal Revenue Code of 1986, as amended, including applicable regulations, published rulings and court decisions. "Common to All Improvements" mean those certain Authorized Improvements that confer a special benefit to all of the property within the District, excluding Non-Benefited Property. The Common to All Improvements includes the Initial Common to All Improvements (as defined in the Service and Assessment Plan) as well as future improvements that are to be determined and identified in future updates to the Service and Assessment Plan. "Costs of Issuance Account" means the Account of such name established pursuant to Section 6.1(b). "Defeasance Securities" mean Investment Securities then authorized by applicable law for the investment of funds to defease public securities. "Delinquent Collection Costs" mean, for a Parcel, interest, penalties, and other costs and expenses authorized by the PID Act that directly or indirectly relate to the collection of delinquent Improvement Area #1 Assessments, delinquent Improvement Area #1 Annual Installments, or any other delinquent amounts due under the Service and Assessment Plan, including costs and expenses to foreclose liens. "Designated Payment/Transfer Office" means (i) with respect to the initial Paying Agent/Registrar named in this Indenture, the transfer/payment office located in Houston, Texas, or such other location designated by the Paying Agent/Registrar and (ii) with respect to any successor Paying Agent/Registrar, the office of such successor designated and located as may be agreed upon by the City and such successor. "Developer' means Ashlar Interests, LLC and any successors or assigns thereof. "Development Agreement" means the Development Agreement— Whitecap North Padre Island by and between the Developer and the City related to the development of property within the District, as the same may be amended from time to time. "District' means the Whitecap Public Improvement District No. 1. "DTC" shall mean The Depository Trust Company of New York, New York, or any successor securities depository. "DTC Participant" shall mean brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of securities transactions among DTC Participants. "Foreclosure Proceeds" mean the proceeds, including interest and penalty interest, received by the City from the enforcement of the Improvement Area#1 Assessments against any Improvement Area #1 Assessed Property(ies), whether by foreclosure of lien or otherwise, but excluding and net of all Delinquent Collection Costs. "Fund" means any of the funds established pursuant to Section 6.1 of this Indenture. 139199012.11 - 6 - "Improvement Area #1" means the initial phase to be developed in the District consisting of approximately 55.9022 acres located within the District, more specifically described in Exhibit J-2 and depicted on Exhibit A-2 of the Service and Assessment Plan. "Improvement Area#1 Annual Installment" means, with respectto each Improvement Area #1 Assessed Property, each annual payment of the Improvement Area#1 Assessments (including both principal of and interest on the Improvement Area #1 Assessments) as shown on the Improvement Area #1 Assessment Roll attached to the Service and Assessment Plan as Exhibit F-1 and related to the Improvement Area #1 Improvements; which annual payment includes Annual Collection Costs and the Additional Interest collected on each annual payment of the Improvement Area #1 Assessments as described in Section 6.7 herein and as defined and calculated in the Service and Assessment Plan or in any Annual Service Plan Update. "Improvement Area #1 Assessed Property" means any Parcel within Improvement Area #1 of the District that benefits from the Authorized Improvements and on which an Improvement Area#1 Assessment is levied as shown on the Improvement Area#1 Assessment Roll and which includes any and all Parcels within Improvement Area#1 of the District other than Non-Benefited Property. "Improvement Area#1 Assessment Revenue" means monies collected by or on behalf of the City from any one or more of the following: (i) an Improvement Area #1 Assessment levied against an Improvement Area#1 Assessed Property, or Improvement Area#1 Annual Installment payment thereof, including any interest on such Improvement Area #1 Assessment or Improvement Area #1 Annual Installment thereof during any period of delinquency, (ii) a Prepayment, and (iii) Foreclosure Proceeds. "Improvement Area#1 Assessment Roll" means the assessment roll for the Improvement Area#1 Assessed Property within Improvement Area#1 of the District and included in the Service and Assessment Plan as Exhibit F-1, as updated, modified, or amended from time to time in accordance with the procedures set forth in the Service and Assessment Plan and in the PI D Act. "Improvement Area #1 Assessments" mean the aggregate assessments, shown on the Improvement Area#1 Assessment Roll. The singular of such term means the Improvement Area #1 Assessment levied against an Improvement Area #1 Assessed Property, as shown on the Improvement Area #1 Assessment Roll, subject to reallocation upon the subdivision of an Improvement Area #1 Assessed Property, or consolidation of multiple Improvement Area #1 Assessed Properties, or reduction according to the provisions of the Service and Assessment Plan and the PID Act. "Improvement Area #1 Improvements" mean the Authorized Improvements which only benefit property within Improvement Area #1 of the District, as described in Section III.A and depicted on Exhibit G-2 of the Service and Assessment Plan. "Improvement Area #1 Improvements Account" means the Account of such name established pursuant to Section 6.1(b). "Indenture" means this Indenture of Trust as originally executed, or as it may be from time to time supplemented or amended by one or more indentures supplemental hereto and entered into pursuant to the applicable provisions hereof. "Independent Financial Consultant" means any consultant or firm of such consultants appointed by the City who, or each of whom: (i) is judged by the City, as the case may be, to have 139199012.11 - 7 - experience in matters relating to the issuance and/or administration of the Bonds Similarly Secured; (ii) is in fact independent and not under the domination of the City; (iii) does not have any substantial interest, direct or indirect, with or in the City, or any owner of real property in the District, or any real property in the District; and (iv) is not connected with the City as an officer or employee of the City, but who may be regularly retained to make reports to the City. "Initial Bond" means, with respect to the Bonds, the initial bond set forth in Exhibit A to this Indenture, and with respect to any Refunding Bonds, the initial bond set forth in the applicable Supplemental Indenture. "Interest Payment Date" means the date or dates upon which interest on any series of Bonds Similarly Secured is scheduled to be paid until their respective dates of maturity or prior redemption, such dates being on March 15 and September 15 of each year and commencing, with respect to the Bonds, on March 15, 2025. "Investment Securities" mean those authorized investments described in the Public Funds Investment Act, Texas Government Code, Chapter 2256, as amended; and provided further investments are, at the time made, included in and authorized by the City's official investment policy as approved by the City Council from time to time. "Maximum Annual Debt Service" means the largest Annual Debt Service for any Bond Year after the calculation is made through the final maturity date of any Outstanding Bonds similarly Secured. "Non-Benefited Property" means Parcels within the boundaries of the District that accrue no special benefit from the Authorized Improvements as determined by the City Council, and are not assessed. "Outstanding" means, as of any particular date when used with reference to Bonds Similarly Secured, all Bonds Similarly Secured authenticated and delivered under this Indenture except (i) any Bond Similarly Secured that has been canceled by the Trustee (or has been delivered to the Trustee for cancellation) at or before such date, (ii) any Bond Similarly Secured for which the payment of the principal or Redemption Price of and interest on such Bond Similarly Secured shall have been made as provided in Article IV, and (iii) any Bond Similarly Secured in lieu of or in substitution for which a new Bond Similarly Secured shall have been authenticated and delivered pursuant to Section 3.10 herein. "Owner" means the Person who is the registered owner of a Bond Similarly Secured or Bonds Similarly Secured, as shown in the Register, which shall be Cede & Co., as nominee for DTC, so long as the Bonds Similarly Secured are in book-entry only form and held by DTC as securities depository in accordance with Section 3.11 herein. "Parcel" means a property, within the boundaries of the District, identified by either a tax map identification number assigned by the Nueces County Appraisal District for real property tax purposes, by metes and bounds description, by lot and block number in a final subdivision plat recorded in the official public records of the County, or by any other means as determined by the City. "Paying Agent/Registrar' means initially the Trustee, or any successor thereto as provided in this Indenture. 139199012.11 - 8 - "Person" or "Persons" means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. "PID Act" means Texas Local Government Code, Chapter 372, as amended. "Pledged Funds" mean the Pledged Revenue Fund, the Bond Fund, the Project Fund, the Reserve Fund, and the Redemption Fund. "Pledged Revenue Fund" means that fund of such name established pursuant to Section 6.1(a) and administered pursuant to Section 6.3 herein. "Pledged Revenues" mean the sum of(i) Improvement Area#1 Assessment Revenue less the Annual Collection Costs and Delinquent Collection Costs, (ii) the moneys held in any of the Pledged Funds, and (iii) any additional revenues that the City may pledge to the payment of Bonds Similarly Secured. "Prepayment' means the payment of all or a portion of an Improvement Area #1 Assessment before the due date of the final Improvement Area #1 Annual Installment thereof. Amounts received at the time of a Prepayment which represent a payment of principal, interest, or penalties on a delinquent installment of an Improvement Area #1 Assessment are not to be considered a Prepayment, but rather are to be treated as the payment of the regularly scheduled Improvement Area#1 Annual Installment. "Preserve" means approximately 4.64 acres located within the District more specifically described in Exhibit J-3 and depicted on Exhibit A-3 of the Service and Assessment Plan. The Preserve is the location of all Common to All Improvements, and is considered Non-Benefited Property. "Principal and Interest Account" means the Account of such name established pursuant to Section 6.1(b). "Private Improvements" mean improvements required to be constructed by the Developer that are not Authorized Improvements but are required to reach final lot completion. "Project Collection Fund" means that Fund established by Section 6.1(a) and administered pursuant to Section 6.10 herein. "Project Fund" means that fund of such name established pursuant to Section 6.1(a) and administered pursuant to Section 6.5 herein. "Purchaser' means, with respect to a Series of Bonds Similarly Secured, the initial underwriter of such Bonds Similarly Secured. "Rebate Amount' has the meaning set forth in Section 1.148-1(b) of the Regulations. "Rebate Fund" means that fund of such name established pursuant to Section 6.1(a) and administered pursuant to Section 6.8 herein. "Record Date" means the close of business on the last calendar day (whether or not a Business Day) of the month next preceding an Interest Payment Date. 139199012.11 - 9 - "Redemption Fund" means that fund of such name established pursuant to Section 6.1(a) and administered pursuant to Section 6.6 herein. "Redemption Price" means, when used with respect to any Bond Similarly Secured or portion thereof, the amount of par plus accrued and unpaid interest to the date of redemption, unless otherwise provided in a Supplemental Indenture. "Refunding Bonds" mean Bonds Similarly Secured which are secured by a parity lien, with the Outstanding Bonds Similarly Secured, on the Trust Estate issued pursuant to Section 3.6 hereof, as more specifically described in a Supplemental Indenture, authorizing the refunding of all or any portion of the Outstanding Bonds Similarly Secured. "Register' means the register specified in Article III of this Indenture. "Reimbursement Agreement' means that certain "PID Reimbursement Agreement Whitecap Public Improvement District No. 1," effective February 20, 2024 entered into by and between the City and Developer in which: (1) the Developer on behalf of the Owner agrees to construct the Authorized Improvements, including the Common to All Improvements and Improvement Area #1 Improvements, and to fund certain Actual Costs of Authorized Improvements; (2) the City agrees to reimburse the Developer for Actual Costs of the Authorized Improvements solely from the revenue collected by the City from Assessments, including Annual Installments thereof, and/or from the net proceeds of PID Bonds, if issued; and (3) provides for the terms of payment of principal plus interest on each Reimbursement Obligation shown on Schedule I of the Service and Assessment Plan. "Reimbursement Obligation" means a reimbursement obligation, including but not limited to the Reimbursement Obligation allocable to Improvement Area #1, as provided in the Reimbursement Agreement, related to Actual Costs of Authorized Improvements to be paid to the Developer under the terms of the Reimbursement Agreement. Each Reimbursement Obligation shall be set forth on Schedule I attached to the Service and Assessment Plan, and will be updated at the adoption of each Assessment Ordinance (as defined in the Service and Assessment Plan). Schedule I will be updated as part of the update to the Service and Assessment Plan (1) each time the City levies an Assessment, (2) when PID Bonds are issued, or (3) with each Annual Service Plan Update to reflect annual principal paid with Annual Installments collected. "Reserve Account" means the Account of such name established pursuant to Section 6.1(b). "Reserve Account Requirement" means the least of: (i) Maximum Annual Debt Service on the Bonds as of the Closing Date of the Bonds, (ii) 125% of average Annual Debt Service on the Bonds as of the Closing Date of the Bonds, or(iii) 10% of the lesser of the principal amount of the Outstanding Bonds or the original issue price of the Bonds. As of the Closing Date for the Bonds, the Reserve Account Requirement is $ , which is [125% of average Annual Debt Service on the Bonds] as of the Closing Date of the Bonds. The Reserve Account Requirement shall be adjusted in accordance with Section 13.2, in the event an additional series of Bonds Similarly Secured is hereafter issued. "Reserve Fund" means that fund of such name established pursuant to Section 6.1(a) and administered in Section 6.7 herein. "Series" means any designated series of Bonds issued under this Indenture. 139199012.11 - 10 - "Service and Assessment Plan" means the "Whitecap Public Improvement District No. 1 Service and Assessment Plan" dated February 20, 2024, including the Improvement Area #1 Assessment Roll, as hereinafter amended, updated, and/or restated by an Annual Service Plan Update or otherwise, a version of which is attached as Exhibit A to the Assessment Ordinance. "Sinking Fund Installment" means the amount of money to redeem or pay at maturity the principal of Bonds Similarly Secured payable from such installments at the times and in the amounts provided in Section 4.2 herein. "Stated Maturity" means the date the Bonds Similarly Secured, or any portion of the Bonds Similarly Secured, as applicable, are scheduled to mature without regard to any redemption or prepayment. "Supplemental Indenture" means an indenture which has been duly executed by the Trustee and the City Representative pursuant to an ordinance adopted by the City Council and which indenture amends or supplements this Indenture, but only if and to the extent that such indenture is specifically authorized hereunder. "Tax Certificate" means the Certificate as to Tax Exemption delivered by the City on the Closing Date for each series of the Bonds Similarly Secured setting forth the facts, estimates and circumstances in existence on such Closing Date which establish that it is not expected that the proceeds of such series of Bonds Similarly Secured will be used in a manner that would cause the interest on such Bonds Similarly Secured to be included in the gross income of the Owners thereof for Federal income tax purposes. "Trust Estate" means the Trust Estate described in Section 2 of this Indenture. "Trustee" means BOKF, NA, Houston, Texas, a national banking association duly organized and validly existing under the laws of the United States of America, with a corporate trust office in Houston, Texas, serving in its capacity as trustee, and its successors, and any other corporation or association that may at any time be substituted in its place, as provided in Article IX, such entity to serve as Trustee and Paying Agent/Registrar for the Bonds Similarly Secured. Section 1.2. Findings. The declarations, determinations, and findings declared, made and found in the preamble to this Indenture are hereby adopted, restated, and made a part of the operative provisions hereof. Section 1.3. Table of Contents, Titles and Headings. The table of contents, titles, and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof and shall never be considered or given any effect in construing this Indenture or any provision hereof or in ascertaining intent, if any question of intent should arise. Section 1.4. Interpretation. (a) Unless the context requires otherwise, words of the masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. 139199012.11 (b) Words importing persons include any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or agency or political subdivision thereof. (c) Any reference to a particular Article or Section shall be to such Article or Section of this Indenture unless the context shall require otherwise. (d) This Indenture and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein to sustain the validity of this Indenture. ARTICLE II THE BONDS SIMILARLY SECURED Section 2.1. Granting Clauses. (a) In order to secure the payment of debt service on all Bonds Similarly Secured, and the performance and observance by the City of all the covenants expressed or implied herein, the City does hereby grant to the Trustee a security interest in, mortgage, create a first lien on, and pledge to the Trustee, all of its right, title, and interest, whether now owned or hereafter acquired, in, to, and under the following (the "Trust Estate"): (i) All Pledged Revenues, as herein defined, and all moneys and investments held in the Pledged Funds, including any and all proceeds thereof and any contract or any evidence of indebtedness relating thereto or other rights of the City to receive any such moneys or investments, whether now or existing or hereafter coming into existence, and whether now or hereafter acquired; and (ii) Any and all other property or money of every name and nature which is, from time to time hereafter by delivery or by writing of any kind, conveyed, pledged, assigned or transferred, to the Trustee as additional security hereunder by the City or by anyone on its behalf or with its written consent, and the Trustee is hereby authorized to receive any and all such property or money at any and all times and to hold and apply the same subject to the terms thereof. (b) The Trustee shall have and hold the Trust Estate, whether now owned or hereafter acquired or received, in trust upon the terms and trusts herein set forth for the benefit of all present and future Owners of the Bonds Similarly Secured from time to time issued under and secured by this Indenture, and for enforcement of payment of the Bonds Similarly Secured in accordance with their terms, and for the performance and compliance with the obligations, covenants, and conditions of this Indenture. Provided, however, if the City or its assigns shall well and truly pay, or cause to be paid, the principal or redemption price of and the interest on all the Bonds Similarly Secured at the times and in the manner stated in the Bonds Similarly Secured, according to the true intent and meaning thereof, then this Indenture and the rights hereby granted shall cease, terminate and be void; otherwise this Indenture is to be and shall remain in full force and effect. Except as otherwise provided in the remaining provisions of this Indenture, nothing in this section of this Indenture shall prohibit the Trustee from bringing any actions or proceedings for the enforcement of the obligation of the City hereunder except that nothing in this provision shall prejudice the rights of the Trustee under Articles IX and XI hereof; provided further that the priority 139199012.11 - 12 - of payment and the source for the repayment of the debt service on the Bonds Similarly Secured shall be subject to the terms as set forth herein, including without limitation Article VI herein; provided further that the right to direct remedies following an Event of Default shall be limited to the Owners of the Bonds Similarly Secured to the extent provided as set forth in Articles XI and XV herein. (c) The Bonds Similarly Secured are to be issued, registered, authenticated, and delivered, and that the Trust Estate is to be held, dealt with and disposed of by the Trustee, upon and subject to the terms, covenants, conditions, uses, agreements and trusts set forth in this Indenture. Section 2.2. Security for the Bonds Similarly Secured. The Bonds Similarly Secured, as to both principal and interest, are and shall be equally and ratably secured by and payable from a first lien on and pledge of the Trust Estate. The lien on and pledge of the Trust Estate shall be valid and binding and fully perfected from and after the Closing Date, without physical delivery or transfer of control of the Trust Estate, the filing of this Indenture or any other act; all as provided in Texas Government Code, Chapter 1208, as amended, which applies to the issuance of the Bonds Similarly Secured and the pledge of the Trust Estate granted by the City under this Indenture, and such pledge is therefore valid, effective and perfected. If Texas law is amended at any time while the Bonds Similarly Secured are Outstanding such that the pledge of the Trust Estate granted by the City under this Indenture is to be subject to the filing requirements of Texas Business and Commerce Code, Chapter 9, as amended, then in order to preserve to the registered owners of the Bonds Similarly Secured the perfection of the security interest in said pledge, the City agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Texas Business and Commerce Code, Chapter 9, as amended, and enable a filing to perfect the security interest in said pledge to occur. Section 2.3. Limited Obligations. The Bonds Similarly Secured are special and limited obligations of the City, payable solely from and secured solely by the Trust Estate, including the Pledged Revenues and the Pledged Funds; and the Bonds Similarly Secured shall never be payable out of funds raised or to be raised by taxation or from any other revenues, properties or income of the City. Section 2.4. Authorization for Indenture. The terms and provisions of this Indenture and the execution and delivery hereof by the City to the Trustee have been duly authorized by official action of the City Council of the City. The City has ascertained and it is hereby determined and declared that the execution and delivery of this Indenture is necessary to carry out and effectuate the purposes set forth in the preambles of this Indenture and that each and every covenant or agreement herein contained and made is necessary, useful or convenient in order to better secure the Bonds Similarly Secured and is a contract or agreement necessary, useful and convenient to carry out and effectuate the purposes herein described. Section 2.5. Contract with Owners and Trustee. (a) The purposes of this Indenture are to establish a lien and the security for, and to prescribe the minimum standards for the authorization, issuance, execution and delivery of, the 139199012.11 - 13 - Bonds Similarly Secured and to prescribe the rights of the Owners, and the rights and duties of the City and the Trustee. (b) In consideration of the purchase and acceptance of any or all of the Bonds Similarly Secured by those who shall purchase and hold the same from time to time, the provisions of this Indenture shall be a part of the contract of the City with the Owners, and shall be deemed to be and shall constitute a contract among the City, the Owners, and the Trustee. ARTICLE III AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE BONDS SIMILARLY SECURED Section 3.1. Authorization of the Bonds Similarly Secured. (a) The Bonds. The Bonds are hereby authorized to be issued and delivered in accordance with the Constitution and laws of the State of Texas, including particularly the PID Act, as amended. The Bonds shall be issued in the aggregate principal amount of $_,_,_ for the purpose of (i) paying a portion of the Actual Costs of the Improvement Area #1 Improvements, (ii) funding a reserve fund for payment of principal and interest on the Bonds Similarly Secured, (iii) paying a portion of the costs incidental to the organization and administration of the District, and (iv) paying costs of issuance of the Bonds. Section 3.2. Date, Denomination, Maturities, Numbers and Interest. (a) The Bonds shall be dated October 31, 2024 and shall be issued in Authorized Denominations. The Bonds shall be in fully registered form, without coupons, and shall be numbered separately from R-1 upward, except the Initial Bond for the Bonds, which shall be numbered T-1. (b) Interest shall accrue and be paid on each Bond from the later of the Closing Date of the Bonds or the most recent Interest Payment Date to which interest has been paid or provided for, at the rate per annum set forth below until the principal thereof has been paid on the maturity date specified below or otherwise provided for. Such interest shall be payable semiannually on March 15 and September 15 of each year, commencing March 15, 2025 computed on the basis of a 360-day year of twelve 30-day months. (c) The Bonds shall mature on September 15 in the years and in the principal amounts and shall bear interest as set forth below: Principal Interest Years Amount ($) Rate (d) The Bonds shall be subject to mandatory sinking fund redemption, optional redemption, and extraordinary optional redemption prior to maturity as provided in Article IV herein, and shall otherwise have the terms, tenor, denominations, details, and specifications as set forth in the form of Bond set forth in Exhibit A to this Indenture. 139199012.11 - 14 - Section 3.3. Conditions Precedent to Delivery of Bonds. (a) The Bonds shall be executed by the City and delivered to the Trustee, whereupon the Trustee shall authenticate the Bonds and, upon payment of the purchase price of the Bonds, shall deliver the Bonds upon the order of the City, but only upon delivery to the Trustee of: (i) a certified copy of the Assessment Ordinance; (ii) a certified copy of the Bond Ordinance; (iii) a copy of the executed Reimbursement Agreement; (iv) a copy of this Indenture executed by the Trustee and the City; (v) a copy of the executed Continuing Disclosure Agreement of Issuer; (vi) a copy of the executed Continuing Disclosure Agreement of Developer; (vii) a copy of the executed opinion of Bond Counsel; (viii) the approving opinion of the Attorney General of the State and the State Comptroller's registration certificate; and (ix) a City Certificate directing the authentication and delivery of the Bonds, describing the Bonds to be authenticated and delivered, designating the purchasers to whom the Bonds are to be delivered, stating the purchase price of the Bonds and stating that all items required by this Section are therewith delivered to the Trustee in form and substance satisfactory to the City. (b) Each Series of Refunding Bonds shall be executed by the City and delivered to the Trustee, whereupon the Trustee shall authenticate such Refunding Bonds and, upon payment of the purchase price of such Series of Refunding Bonds, shall deliver such series of Refunding Bonds upon the order of the City, but only upon delivery to the Trustee of: (i) the items described in Section 3.3(a)(v) and (vii), if any, above; (ii) a certified copy of the ordinance of the City Council authorizing the issuance of such Series of Refunding Bonds and all actions necessary therefor; (iii) an original executed counterpart of the Supplemental Indenture for such Series of Refunding Bonds that establishes, among other things, the date, rate or rates of interest on, interest payment dates, maturity dates, redemption and all other terms and provisions of such Series of Refunding Bonds, which such terms shall include a deposit into the Reserve Account of the Reserve Fund of an amount equal to the Reserve Account Requirement taking into account the then Outstanding Bonds Similarly Secured and the Refunding Bonds then proposed to be issued; (iv) a City Certificate, including the requisite information as set forth in Section 3.3(a)(5) above, to the effect that the issuance of such Series of Refunding Bonds complies with the requirements contained herein and in each Supplemental Indenture, including the requirements contained in Section 13.2(c) below; and 139199012.11 - 15 - (v) the City Representative shall certify to the Trustee in writing that the City is not in default in the performance and observance of any of the terms, provisions and conditions applicable to the City contained herein or in any Supplemental Indenture. Section 3.4. Medium, Method and Place of Payment. (a) Principal of and interest on the Bonds Similarly Secured shall be paid in lawful money of the United States of America, as provided in this Section. (b) Interest on the Bonds Similarly Secured shall be payable to the Owners thereof as shown in the Register at the close of business on the relevant Record Date; provided, however, that in the event of nonpayment of interest on a scheduled Interest Payment Date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date")will be established by the Trustee, if and when funds for the payment of such interest have been received from or on behalf of the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the "Special Payment Date," which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) Business Days prior to the Special Record Date by United States mail, first-class, postage prepaid, to the address of each Owner of a Bonds Similarly Secured appearing on the books of the Trustee at the close of business on the last Business Day preceding the date of mailing such notice. (c) Interest on the Bonds Similarly Secured shall be paid by check, dated as of the Interest Payment Date, and sent, United States mail, first-class, postage prepaid, by the Paying Agent/Registrar to each Owner at the address of each Owner as such appears in the Register or by such other customary banking arrangement acceptable to the Paying Agent/Registrar and the Owner; provided, however, the Owner shall bear all risk and expense of such other banking arrangement. (d) The principal of each Bond Similarly Secured shall be paid to the Owner of such Bond Similarly Secured on the due date thereof, whether at the maturity date or the date of prior redemption thereof, upon presentation and surrender of such Bond Similarly Secured at the Designated Payment/Transfer Office of the Paying Agent/Registrar. (e) If the date for the payment of the principal of or interest on the Bonds Similarly Secured shall be a Saturday, Sunday, legal holiday, or day on which banking institutions in the city where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are required or authorized by law or executive order to close, the date for such payment shall be the next succeeding day that is not a Saturday, Sunday, legal holiday, or day on which such banking institutions are required or authorized to close, and payment on such date shall for all purposes be deemed to have been made on the due date thereof as specified in Section 3.2 of this Indenture. (f) Unclaimed payments of amounts due hereunder shall be segregated in a special account and held in trust, uninvested by the Paying Agent/Registrar, for the account of the Owner of the Bonds Similarly Secured to which such unclaimed payments pertain. Subject to any escheat, abandoned property, or similar law of the State of Texas, any such payments remaining unclaimed by the Owners entitled thereto for two (2) years after the applicable payment or redemption date shall be applied to the next payment or payments on such Bonds Similarly Secured thereafter coming due and, to the extent any such money remains after the retirement of all Outstanding Bonds Similarly Secured, shall be paid to the City to be used for any lawful purpose. Thereafter, none of the City, the Paying Agent/Registrar, or any other Person shall be 139199012.11 - 16 - liable or responsible to any Owners of such Bonds Similarly Secured for any further payment of such unclaimed moneys or on account of any such Bonds Similarly Secured, subject to any applicable escheat law or similar law of the State of Texas. Section 3.5. Execution and Registration of Bonds Similarly Secured. (a) The Bonds Similarly Secured shall be executed on behalf of the City by the Mayor or Mayor Pro Tern of the City and the City Secretary or Assistant City Secretary, by their manual or facsimile signatures, and the official seal of the City shall be impressed or placed in facsimile thereon. Such facsimile signatures on the Bonds Similarly Secured shall have the same effect as if each of the Bonds Similarly Secured had been signed manually and in person by each of said officers, and such facsimile seal on the Bonds Similarly Secured shall have the same effect as if the official seal of the City had been manually impressed upon each of the Bonds Similarly Secured. (b) In the event that any officer of the City whose manual or facsimile signature appears on the Bonds Similarly Secured ceases to hold such office before the authentication of such Bonds Similarly Secured or before the delivery thereof, such manual or facsimile signature nevertheless shall be valid and sufficient for all purposes as if such officer had remained in such office. (c) Except as provided below, no Bond Similarly Secured shall be valid or obligatory for any purpose or be entitled to any security or benefit of this Indenture unless and until there appears thereon the Certificate of Trustee substantially in the form provided herein or in a Supplemental Indenture, duly authenticated by manual execution by an officer or duly authorized signatory of the Trustee. It shall not be required that the same officer or authorized signatory of the Trustee sign the Certificate of Trustee on all of the Bonds Similarly Secured. In lieu of the executed Certificate of Trustee described above, the Initial Bond delivered at the Closing Date for such series of Bonds Similarly Secured shall have attached thereto the Comptroller's Registration Certificate substantially in the form provided herein or in a Supplemental Indenture, manually executed by the State Comptroller, or by his or her duly authorized agent, which certificate shall be evidence that such Initial Bond has been duly approved by the Attorney General of the State, is a valid and binding obligation of the City, and has been registered by the State Comptroller, including the provisions of Title 6 of the Texas Property Code, as amended. (d) On each Closing Date for each Series of the Bonds Similarly Secured, one Initial Bond representing the entire principal amount of such Series of Bonds Similarly Secured, payable in stated installments to the Purchaser of such series of Bonds Similarly Secured, or its designee, executed with the manual or facsimile signatures of the Mayor or Mayor Pro Tern and the City Secretary or Assistant City Secretary, approved by the Attorney General of the State, and registered and manually signed by the State Comptroller, will be delivered to the Purchaser of such series of Bonds Similarly Secured or its designee. Upon payment for such Initial Bond, the Trustee shall cancel the Initial Bond and upon City Certificate deliver to DTC on behalf of the Purchaser of such Bonds Similarly Secured one registered definitive bond for each year of maturity of such series of the Bonds Similarly Secured, in the aggregate principal amount of all bonds for such maturity of such series of the Bonds Similarly Secured, registered in the name of Cede & Co., as nominee of DTC. 139199012.11 - 1 7 - Section 3.6. Refunding Bonds. (a) Except in accordance with the provisions of this Indenture, including Section 13.2, the City shall not issue additional bonds, notes or other obligations payable from any portion of the Trust Estate, other than Refunding Bonds. The City reserves the right to issue Refunding Bonds, the proceeds of which would be utilized to refund all or any portion of the Outstanding Bonds or Outstanding Refunding Bonds and to pay all costs incident to the Refunding Bonds, as authorized by the laws of the State of Texas. Except as limited by the terms of this Indenture, including Section 13.2, the City reserves the right to incur debt payable from sources other than the Trust Estate, including revenue derived from contracts with other entities, including private corporations, municipalities and political subdivisions issued particularly for the purchase, construction, improvement, extension, replacement, enlargement or repair of the facilities needed in performing any such contract. (b) The principal of all Refunding Bonds must be scheduled to be paid, be subject to mandatory sinking fund redemption or mature on September 15 of the years in which such principal is scheduled to be paid. All Refunding Bonds must bear interest at a fixed rate and any interest payment dates for Refunding Bonds must be March 15 and September 15. The date, rate or rates of interest on, interest payment dates, maturity dates, redemption and all other terms and provisions of Refunding Bonds shall be set forth in a Supplemental Indenture. (c) Upon their authorization by the City, the Refunding Bonds of a Series issued under this Section 3.6 shall be issued and shall be delivered to the purchasers or owners thereof, but before, or concurrently with, the delivery of said Refunding Bonds to such purchasers or owners there shall have been filed with the Trustee the items required by Section 3.3(b) above. Section 3.7. Ownership. (a) The City, the Trustee, the Paying Agent/Registrar and any other Person may treat the Person in whose name any Bond Similarly Secured is registered as the absolute owner of such Bond Similarly Secured for the purpose of making and receiving payment as provided herein (except interest shall be paid to the Person in whose name such Bond Similarly Secured is registered on the relevant Record Date) and for all other purposes, whether or not such Bond Similarly Secured is overdue, and neither the City nor the Trustee, nor the Paying Agent/Registrar, shall be bound by any notice or knowledge to the contrary. (b) All payments made to the Owner of any Bond Similarly Secured shall be valid and effectual and shall discharge the liability of the City, the Trustee and the Paying Agent/Registrar upon such Bond Similarly Secured to the extent of the sums paid. Section 3.8. Registration, Transfer and Exchange. (a) So long as any Bond Similarly Secured remains Outstanding, the City shall cause the Paying Agent/Registrar to keep at the Designated Payment/Transfer Office a Register in which, subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar shall provide for the registration and transfer of Bonds Similarly Secured in accordance with this Indenture. The Paying Agent/Registrar represents and warrants that it will maintain a copy of the Register, with a copy thereof filed with the City, and shall cause the Register to be current with all registration and transfer information as from time to time may be applicable. 139199012.11 - 18 - (b) A Bond Similarly Secured shall be transferable only upon the presentation and surrender thereof at the Designated Payment/Transfer Office of the Paying Agent/Registrar with such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar. No transfer of any Bond Similarly Secured shall be effective until entered in the Register. If any Bond Similarly Secured is not presented for payment when the principal thereof becomes due, either at maturity or otherwise, or at the date fixed for redemption thereof, if funds sufficient to pay such Bond Similarly Secured shall have been made available to the Trustee, all liability of the City to the Owner thereof for the payment of such Bond Similarly Secured shall forthwith cease and be completely discharged, and thereupon it shall be the duty of the Trustee to hold such fund or funds, without liability for interest thereon, for the benefit of the Owner of such Bond Similarly Secured who shall thereafter be restricted exclusively to such fund or funds for any claim of whatever nature on his part under this Indenture, or with respect to, said Bond Similarly Secured. (c) The Bonds Similarly Secured shall be exchangeable upon the presentation and surrender thereof at the Designated Payment/Transfer Office of the Paying Agent/Registrar for a Bond Similarly Secured or Bonds Similarly Secured of the same maturity and interest rate and in any Authorized Denomination and in an aggregate principal amount equal to the unpaid principal amount of the Bond presented for exchange. The Trustee is hereby authorized to authenticate and deliver Bonds Similarly Secured exchanged for other Bonds Similarly Secured in accordance with this Section. (d) The Trustee is hereby authorized to authenticate and deliver Bonds Similarly Secured transferred or exchanged in accordance with this Section. A new Bond Similarly Secured or Bonds will be delivered by the Paying Agent/Registrar, in lieu of the Bond Similarly Secured being transferred or exchanged, at the Designated Payment/Transfer Office, or sent by United States mail, first class, postage prepaid, to the Owner or his designee. Each transferred Bond Similarly Secured delivered by the Paying Agent/Registrar in accordance with this Section shall constitute an original contractual obligation of the City and shall be entitled to the benefits and security of this Indenture to the same extent as the Bond Similarly Secured or Bonds Similarly Secured in lieu of which such transferred Bond Similarly Secured is delivered. (e) Each exchange Bond Similarly Secured delivered in accordance with this Section shall constitute an original contractual obligation of the City and shall be entitled to the benefits and security of this Indenture to the same extent as the Bond Similarly Secured or Bonds Similarly Secured in lieu of which such exchange Bond Similarly Secured is delivered. (f) No service charge shall be made to the Owner for the initial registration, subsequent transfer, or exchange for a different Authorized Denomination of any of the Bonds Similarly Secured. The Paying Agent/Registrar, however, may require the Owner to pay a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed in connection with the registration, transfer, or exchange of a Bond Similarly Secured. (g) Neither the City nor the Paying Agent/Registrar shall be required to issue, transfer, or exchange any Bond Similarly Secured or portion thereof called for redemption prior to maturity within 45 days prior to the date fixed for redemption; provided, however, such limitation shall not be applicable to an exchange by the Owner of the uncalled principal balance of a Bond Similarly Secured. 139199012.11 - 1 9 - Section 3.9. Cancellation. All Bonds Similarly Secured paid or redeemed before scheduled maturity in accordance with this Indenture, and all Bonds Similarly Secured in lieu of which exchange Bonds Similarly Secured or replacement Bonds Similarly Secured are authenticated and delivered in accordance with this Indenture, shall be cancelled, and proper records shall be made regarding such payment, redemption, exchange, or replacement. The Paying Agent/Registrar shall dispose of cancelled Bonds Similarly Secured in accordance with the records retention requirements of the Trustee. Section 3.10. Temporary Bonds Similarly Secured. (a) Following the delivery and registration of the Initial Bond of a given Series of Bonds Similarly Secured and pending the preparation of definitive Bonds Similarly Secured for such Series of Bonds Similarly Secured, the proper officers of the City may execute and, upon the City's request, the Trustee shall authenticate and deliver, one or more temporary Bonds Similarly Secured that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any Authorized Denomination, substantially of the tenor of the definitive Bonds Similarly Secured in lieu of which they are delivered, without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers of the City executing such temporary Bonds Similarly Secured may determine, as evidenced by their signing of such temporary Bonds Similarly Secured. (b) Until exchanged for Bonds Similarly Secured in definitive form, such Bonds Similarly Secured in temporary form shall be entitled to the benefit and security of this Indenture. (c) The City, without unreasonable delay, shall prepare, execute and deliver to the Trustee the Bonds Similarly Secured in definitive form; thereupon, upon the presentation and surrender of the Bond Similarly Secured or Bonds Similarly Secured in temporary form to the Paying Agent/Registrar, the Paying Agent/Registrar shall cancel the Bonds Similarly Secured in temporary form and the Trustee shall authenticate and deliver in exchange therefor a Bond Similarly Secured or Bonds Similarly Secured of the same maturity and series, in definitive form, in the Authorized Denomination, and in the same aggregate principal amount, as the Bond Similarly Secured or Bonds Similarly Secured in temporary form surrendered. Such exchange shall be made without the making of any charge therefor to any Owner. Section 3.11. Replacement Bonds Similarly Secured. (a) Upon the presentation and surrender to the Paying Agent/Registrar of a mutilated Bond Similarly Secured, the Trustee shall authenticate and deliver in exchange therefor a replacement Bond Similarly Secured of like tenor and principal amount, bearing a number not contemporaneously outstanding. The City or the Paying Agent/Registrar may require the Owner of such Bond Similarly Secured to pay a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed in connection therewith and any other expenses connected therewith. (b) In the event that any Bond Similarly Secured is lost, apparently destroyed or wrongfully taken, the Trustee, pursuant to the applicable laws of the State of Texas and in the absence of notice or knowledge that such Bond Similarly Secured has been acquired by a bona fide purchaser, shall authenticate and deliver a replacement Bond Similarly Secured of like tenor and principal amount bearing a number not contemporaneously outstanding, provided that the Owner first complies with the following requirements: 139199012.11 - 20 - (i) furnishes to the Paying Agent/Registrar satisfactory evidence of his or her ownership of and the circumstances of the loss, destruction or theft of such Bond Similarly Secured; (ii) furnishes such security or indemnity as may be required by the Paying Agent/Registrar and the Trustee to save them and the City harmless; (iii) pays all expenses and charges in connection therewith, including, but not limited to, printing costs, legal fees, fees of the Trustee and the Paying Agent/Registrar and any tax or other governmental charge that is authorized to be imposed; and (iv) satisfies any other reasonable requirements imposed by the City and the Trustee. (c) After the delivery of such replacement Bond Similarly Secured, if a bona fide purchaser of the original Bond Similarly Secured in lieu of which such replacement Bond Similarly Secured was issued presents for payment such original Bond Similarly Secured, the City and the Paying Agent/Registrar shall be entitled to recover such replacement Bond Similarly Secured from the Person to whom it was delivered or any Person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost, or expense incurred by the City, the Paying Agent/Registrar or the Trustee in connection therewith. (d) In the event that any such mutilated, lost, apparently destroyed or wrongfully taken Bond Similarly Secured has become or is about to become due and payable, the Paying Agent/Registrar, in its discretion, instead of issuing a replacement Bond Similarly Secured, may pay such Bond Similarly Secured if it has become due and payable or may pay such Bond Similarly Secured when it becomes due and payable. (e) Each replacement Bond Similarly Secured delivered in accordance with this Section shall constitute an original additional contractual obligation of the City and shall be entitled to the benefits and security of this Indenture to the same extent as the Bond Similarly Secured or Bonds Similarly Secured in lieu of which such replacement Bond Similarly Secured is delivered. Section 3.12. Book-Entry Only System. The Bonds Similarly Secured shall initially be issued in book-entry-only form and shall be deposited with DTC, which is hereby appointed to act as the securities depository therefor, in accordance with the letter of representations from the City to DTC. On the Closing Date of each series of Bonds Similarly Secured, the definitive Bonds Similarly Secured shall be issued in the form of a single typewritten certificate for each maturity thereof registered in the name of Cede & Co., as nominee for DTC. With respect to Bonds Similarly Secured registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC Participant or to any Person on behalf of whom such a DTC Participant holds an interest in the Bonds Similarly Secured. Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds Similarly Secured, (ii) the delivery to any DTC Participant or any 139199012.11 - 21 - other Person, other than an Owner, as shown on the Register, of any notice with respect to the Bonds Similarly Secured, including any notice of redemption, or (iii) the payment to any DTC Participant or any other Person, other than an Owner, as shown in the Register of any amount with respect to principal of, premium, if any, or interest on the Bonds Similarly Secured. Notwithstanding any other provision of this Indenture to the contrary, the City and the Paying Agent/Registrar shall be entitled to treat and consider the Person in whose name each Bond Similarly Secured is registered in the Register as the absolute owner of such Bond for the purpose of payment of principal of, premium, if any, and interest on such Bond Similarly Secured, for the purpose of giving notices of redemption and other matters with respect to such Bond Similarly Secured, for the purpose of registering transfer with respect to such Bond Similarly Secured, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of, premium, if any, and interest on the Bonds Similarly Secured only to or upon the order of the respective Owners as shown in the Register, as provided in this Indenture, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to payment of principal of, premium, if any, and interest on the Bonds Similarly Secured to the extent of the sum or sums so paid. No Person other than an Owner, as shown in the Register, shall receive a certificate evidencing the obligation of the City to make payments of amounts due pursuant to this Indenture. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Indenture with respect to interest checks or drafts being mailed to the registered owner at the close of business on the relevant Record Date, the word "Cede & Co." in this Indenture shall refer to such new nominee of DTC. Section 3.13. Successor Securities Depository: Transfer Outside Book-Entry-Only System. In the event that the City determines that DTC is incapable of discharging its responsibilities described herein and in the letter of representations from the City to DTC, the City shall (i) appoint a successor securities depository, qualified to act as such under Section 17A of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Bonds Similarly Secured to such successor securities depository; or(ii) notify DTC and DTC Participants of the availability through DTC of certificated Bonds Similarly Secured and cause the Paying Agent/Registrar to transfer one or more separate registered Bonds Similarly Secured to DTC Participants having Bonds Similarly Secured credited to their DTC accounts. In such event, the Bonds Similarly Secured shall no longer be restricted to being registered in the Register in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names Owners transferring or exchanging Bonds Similarly Secured shall designate, in accordance with the provisions of this Indenture. Section 3.14. Payments to Cede & Co. Notwithstanding any other provision of this Indenture to the contrary, so long as any Bonds Similarly Secured are registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bonds Similarly Secured, and all notices with respect to such Bonds Similarly Secured shall be made and given, respectively, in the manner provided in the blanket letter of representations from the City to DTC. 139199012.11 - 22 - ARTICLE IV REDEMPTION OF BONDS SIMILARLY SECURED BEFORE MATURITY Section 4.1. Limitation on Redemption. The Bonds Similarly Secured shall be subject to redemption before their scheduled maturity only as provided in this Article IV. Each Series of Bonds Similarly Secured, other than the Bonds, shall be subject to redemption as provided in the Supplemental Indenture authorizing the issuance of such Series of Bonds Similarly Secured. Section 4.2. Mandatory Sinking Fund Redemption. (a) The Bonds are subject to mandatory sinking fund redemption prior to their Stated Maturity and will be redeemed by the City in part at the Redemption Price from moneys available for such purpose in the Principal and Interest Account of the Bond Fund pursuant to Article VI, on the dates and in the respective Sinking Fund Installments as set forth in the following schedule: Term Bonds Maturing September 15, 20 Sinking Fund Redemption Date Installment ($) September 15, 20_ September 15, 20_ September 15, 20_ September 15, 20_ September 15, 20_ September 15, 20_ September 15, 20_* * maturity Term Bonds Maturing September 15, 20 Sinking Fund Redemption Date Installment ($) September 15, 20_ September 15, 20_ September 15, 20_ September 15, 20_ September 15, 20_ September 15, 20_* * maturity Term Bonds Maturing September 15, 20 139199012.11 - 23 - Sinking Fund Redemption Date Installment ($) September 15, 20_ September 15, 20_ September 15, 20_ September 15, 20_ September 15, 20_ September 15, 20_* * maturity (b) At least forty-five (45) days prior to each mandatory sinking fund redemption date, and subject to any prior reduction authorized by subparagraphs (iii) and (iv) of this Section 4.2(a), the Trustee shall select a principal amount of Bonds (in accordance with Section 4.5) of such maturity equal to the Sinking Fund Installment amount of such Bonds to be redeemed, shall call such Bonds for redemption on such scheduled mandatory sinking fund redemption date, and shall give notice of such redemption, as provided in Section 4.6. (c) The principal amount of Bonds of a Stated Maturity required to be redeemed on any mandatory sinking fund redemption date pursuant to subparagraph (i) of this Section 4.2(a) shall be reduced, at the option of the City, by the principal amount of any Bonds of such maturity which, at least forty-five (45) days prior to the mandatory sinking fund redemption date shall have been acquired by the City at a price not exceeding the principal amount of such Bonds plus accrued and unpaid interest to the date of purchase thereof, and delivered to the Trustee for cancellation. (d) The principal amount of Bonds required to be redeemed on any mandatory sinking fund redemption date pursuant to subparagraph (i) of this Section 4.2(a) shall be reduced on a pro rata basis among Sinking Fund Installments by the principal amount of any Bonds which, at least forty-five (45) days prior to the mandatory sinking fund redemption date, shall have been redeemed pursuant to the optional redemption or extraordinary optional redemption provisions hereof and not previously credited to a mandatory sinking fund redemption. Section 4.3. Optional Redemption. The City reserves the right and option to redeem Bonds maturing on or after September 15, 20_, before their respective scheduled maturity dates, in whole or in part, on any date on or after September 15, 20_, such redemption date or dates to be fixed by the City, at the Redemption Price. Section 4.4. Extraordinary Optional Redemption. Notwithstanding any provision in this Indenture to the contrary, the City reserves the right and option to redeem Bonds Similarly Secured before their respective scheduled maturity dates, in whole or in part and in an amount and on a date specified in a City Certificate, at the Redemption Price of such Bonds Similarly Secured, or portions thereof, to be redeemed plus accrued interest to the date of redemption from amounts on deposit in the Redemption Fund as a result of Prepayments (including related transfers to the Redemption Fund made pursuant to the terms of 139199012.11 - 24 - this Indenture, any other transfers to the Redemption Fund under the terms of this Indenture, or as a result of unexpended amounts transferred from the Project Fund pursuant to the terms of this Indenture). The City will provide the Trustee a City Certificate directing the Bonds to be redeemed pursuant to this Section 4.4 in accordance with the provisions of Section 4.5 hereof. Section 4.5. Partial Redemption. (a) If less than all of a series of Bonds Similarly Secured are to be redeemed pursuant to Sections 4.2, 4.3, or 4.4, Bonds Similarly Secured shall be redeemed in minimum principal amounts of$1,000 or any integral multiple thereof. Each Bond Similarly Secured shall be treated as representing the number of bonds that is obtained by dividing the principal amount of such series of Bonds Similarly Secured by $1,000. No redemption shall result in a Bond Similarly Secured in a denomination of less than the Authorized Denomination in effect at that time; provided, however, if the amount of the Outstanding Bond Similarly Secured is less than an Authorized Denomination after giving effect to such partial redemption, a Bond Similarly Secured in the principal amount equal to the unredeemed portion, but not less than $1,000, may be issued. (b) In selecting the Bonds Similarly Secured to be redeemed pursuant to Section 4.2, the Trustee may select Bonds Similarly Secured in any method that results in a random selection. (c) In selecting the Bonds Similarly Secured to be redeemed pursuant to Section 4.3, the Trustee may rely on the directions provided in a City Certificate. (d) If less than all of the Bonds Similarly Secured are called for extraordinary optional redemption pursuant to Section 4.4 hereof, the Bonds Similarly Secured or portion of a Bond Similarly Secured, as applicable, to be redeemed shall be allocated on a pro rata basis (as nearly as practicable) among all Outstanding Bonds Similarly Secured. (e) Upon surrender of any Bond Similarly Secured for redemption in part, the Trustee, in accordance with Section 3.7 of this Indenture, shall authenticate and deliver an exchange Bond Similarly Secured or Bonds Similarly Secured of the same series and in an aggregate principal amount equal to the unredeemed portion of the Bond Similarly Secured so surrendered, such exchange being without charge. Section 4.6. Notice of Redemption to Owners. (a) The Trustee shall give notice of any redemption of Bonds Similarly Secured by sending notice by United States mail, first-class, postage prepaid, not less than 30 days before the date fixed for redemption, to the Owner of each Bond Similarly Secured or portion thereof to be redeemed, at the address shown in the Register. So long as the Bonds Similarly Secured are in book-entry-only form and held by DTC as security depository, references to Owner in this Indenture means Cede & Co., as nominee for DTC. (b) The notice shall state the redemption date, the Redemption Price, the place at which the Bonds Similarly Secured are to be surrendered for payment, and, if less than all the Outstanding Bonds Similarly Secured are to be redeemed, and subject to Section 4.5 hereof, an identification of the Bonds Similarly Secured or portions thereof to be redeemed, any conditions to such redemption and that on the redemption date, if all conditions, if any, to such redemption have been satisfied, such Bond Similarly Secured shall become due and payable. (c) Any notice given as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Owner receives such notice. 139199012.11 - 25 - (d) The City has the right to rescind any optional redemption or extraordinary optional redemption described in Section 4.3 or 4.4 by written notice to the Trustee on or prior to the date fixed for redemption. Any notice of redemption shall be cancelled and annulled if for any reason funds are not available on the date fixed for redemption for the payment in full of the Bonds Similarly Secured then called for redemption, and such cancellation shall not constitute an Event of Default under the Indenture. The Trustee shall mail notice of rescission of redemption in the same manner notice of redemption was originally provided. (e) With respect to any optional redemption of the Bonds Similarly Secured, unless the Trustee has received funds sufficient to pay the Redemption Price of the Bonds Similarly Secured to be redeemed before giving of a notice of redemption, the notice may state the City may condition redemption on the receipt of such funds by the Trustee on or before the date fixed for the redemption, or on the satisfaction of any other prerequisites set forth in the notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption are not satisfied and sufficient funds are not received, the notice shall be of no force and effect, the City shall not redeem the Bonds Similarly Secured and the Trustee shall give notice, in the manner in which the notice of redemption was given, that the Bonds Similarly Secured have not been redeemed. Section 4.7. Payment Upon Redemption. (a) The Trustee shall make provision for the payment of the Bonds Similarly Secured to be redeemed on such date by setting aside and holding in trust an amount from the Redemption Fund or otherwise received by the Trustee from the City and shall use such funds solely for the purpose of paying the Redemption Price on the Bonds Similarly Secured being redeemed. (b) Upon presentation and surrender of any Bond Similarly Secured called for redemption at the Designated Payment/Transfer Office of the Trustee (acting as Paying Agent/Registrar) on or after the date fixed for redemption, the Trustee shall pay the Redemption Price on such Bond Similarly Secured to the date of redemption from the moneys set aside for such purpose. Section 4.8. Effect of Redemption. Notice of redemption having been given as provided in Section 4.6 of this Indenture, the Bonds Similarly Secured or portions thereof called for redemption shall become due and payable on the date fixed for redemption provided that funds for the payment of the Redemption Price of such Bonds Similarly Secured to the date fixed for redemption are on deposit with the Trustee; thereafter, such Bonds Similarly Secured or portions thereof shall cease to bear interest from and after the date fixed for redemption, whether or not such Bonds Similarly Secured are presented and surrendered for payment on such date. ARTICLE V FORM OF THE BONDS SIMILARLY SECURED Section 5.1. Form Generally. (a) The Bonds Similarly Secured, including the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Certificate of the Trustee, and the Assignment to appear on each of the Bonds Similarly Secured, (i) shall be, with respect to the Bonds, substantially in the form set forth in Exhibit A to this Indenture with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this 139199012.11 - 26 - Indenture, and, with respect to any other Bonds Similarly Secured, substantially in the form set forth in an exhibit to a Supplemental Indenture with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Indenture and (ii) may have such letters, numbers, or other marks of identification (including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including any reproduction of an opinion of counsel) thereon as, consistently herewith, may be determined by the City or by the officers executing such Bonds Similarly Secured, as evidenced by their execution thereof. (b) Any portion of the text of any Bonds Similarly Secured may be set forth on the reverse side thereof, with an appropriate reference thereto on the face of the Bonds Similarly Secured. (c) The definitive Bonds Similarly Secured shall be typewritten, printed, lithographed, or engraved, and may be produced by any combination of these methods or produced in any other similar manner, all as determined by the officers executing such Bonds Similarly Secured, as evidenced by their execution thereof. (d) Each respective Initial Bond submitted to the Attorney General of the State of Texas may be typewritten and photocopied or otherwise reproduced. (e) The form of each Series of Refunding Bonds shall be set forth in the applicable Supplemental Indenture authorizing the issuance of such Refunding Bonds. Section 5.2. CUSIP Registration. The City may secure identification numbers through the CUSIP Services, managed by FactSet Research Systems Inc. on behalf of The American Bankers Association, New York, New York, and may authorize the printing of such numbers on the face of the Bonds Similarly Secured. It is expressly provided, however, that the presence or absence of CUSIP numbers on the Bonds Similarly Secured shall be of no significance or effect as regards the legality thereof; and none of the City, the Trustee, nor the attorneys approving said Bonds Similarly Secured as to legality are to be held responsible for CUSIP numbers incorrectly printed on the Bonds Similarly Secured. Section 5.3. Legal Opinion. The approving legal opinion of Bond Counsel may be printed on or attached to each Bond Similarly Secured over the certification of the City Secretary or Assistant City Secretary of the City, which may be executed in facsimile. ARTICLE VI FUNDS AND ACCOUNTS Section 6.1. Establishment of Funds and Accounts. (a) Creation of Funds. The following Funds are hereby created and established under this Indenture: (i) Pledged Revenue Fund; (ii) Bond Fund; 139199012.11 - 27 - (iii) Project Fund; (iv) Reserve Fund; (v) Redemption Fund; (vi) Rebate Fund; (vii) Administrative Fund; and (viii) Project Collection Fund. (b) Creation of Accounts. (i) The following Accounts are hereby created and established under the Pledged Revenue Fund: (A) Bond Pledged Revenue Account. (ii) The following Account is hereby created and established under the Bond Fund: (A) Principal and Interest Account. (iii) The following Accounts are hereby created and established under the Project Fund: (A) Improvement Area#1 Improvements Account; and (B) Costs of Issuance Account. (iv) The following Accounts are hereby created and established under the Reserve Fund: (A) Reserve Account; and (B) Additional Interest Reserve Account. (c) Each Fund and each Account created within such Fund shall be maintained by the Trustee separate and apart from all other funds and accounts of the City. The Pledged Funds shall constitute trust funds which shall be held in trust by the Trustee as part of the Trust Estate solely for the benefit of the Owners of the Bonds Similarly Secured. (d) Interest earnings and profit on each respective Fund and Account established by this Indenture, including the Project Collection Fund, shall be applied or withdrawn for the purposes of such Fund or Account as specified below. (e) The Trustee may, from time to time, upon written direction from the City pursuant to a City Certificate, create additional Funds or Accounts hereunder as may be necessary for the receipt and application of the Improvement Area #1 Assessment Revenues to account properly for the payment of the Actual Costs of the Authorized Improvements benefiting Improvement Area #1 or to facilitate the payment or redemption for the Bonds Similarly Secured. Section 6.2. Initial Deposits to Funds and Accounts. (a) The proceeds from the sale of the Bonds shall be paid to the Trustee and deposited or transferred by the Trustee as follows: 139199012.11 - 28 - (i) to the Improvement Area #1 Improvements Account of the Project Fund: (ii) to the Costs of Issuance Account of the Project Fund: $ ; (iii) to the Reserve Account of the Reserve Fund: $ ; and (iv) to the Administrative Fund: $ Section 6.3. Pledged Revenue Fund. (a) On or before March 1 of each year while the Bonds Similarly Secured are Outstanding and beginning March 1, 2025, the City shall deposit or cause to be deposited the Pledged Revenues, other than the Pledged Revenues on deposit in the Project Collection Fund which revenues shall be transferred in accordance with Section 6.10 hereof, into the Pledged Revenue Fund. As soon as practicable following deposit into the Pledged Revenue Fund pursuant to this Section 6.3(a) or Section 6.10, the Trustee shall apply the Pledged Revenues in the following order of priority: (i) first, to the Bond Pledged Revenue Account of the Pledged Revenue Fund in an amount sufficient to pay debt service on the Bonds Similarly Secured next coming due in such calendar year, (ii) second, to the Reserve Account of the Reserve Fund in an amount to cause the amount in the Reserve Account to equal the Reserve Account Requirement, in accordance with Section 6.7(a) hereof, (iii) third, to the Additional Interest Reserve Account of the Reserve Fund in an amount equal to the Additional Interest collected, if any, in accordance with Section 6.7(b) hereof, (iv) fourth, to pay Actual Costs of the Improvement Area #1 Improvements, and (v) fifth, to pay other costs permitted by the PID Act. Along with each deposit of Pledged Revenues from the Project Collection Fund to the Pledged Revenue Fund, the City shall provide a City Certificate to the Trustee as to (i) the Funds and Accounts into which the amounts are to be deposited or retained, as applicable, and (ii) the amounts of any payments to be made from such Funds and Accounts. (b) From time to time as needed to pay the obligations relating to the Bonds Similarly Secured, but no later than five(5) Business Days before each Interest Payment Date, the Trustee shall withdraw from the Bond Pledged Revenue Account and transfer to the Principal and Interest Account of the Bond Fund, an amount, taking into account any amounts then on deposit in such Principal and Interest Account, such that the amount on deposit in the Principal and Interest Account equals the principal (including any Sinking Fund Installments) and interest due on the Bonds Similarly Secured on the next Interest Payment Date. (c) If, after the foregoing transfers and any transfer from the Reserve Fund as provided in Section 6.7 herein, there are insufficient funds to make the payments provided in paragraph (b) above, the Trustee shall apply the available funds in the Principal and Interest Account first, to the payment of interest and, second, to the payment of principal (including any Sinking Fund Installments) on the Bonds Similarly Secured, as described in Section 11.4(a) hereof. (d) Notwithstanding Section 6.3(a) hereof, the Trustee shall deposit Prepayments to the Pledged Revenue Fund and as soon as practicable after such deposit shall transfer such Prepayments to the Redemption Fund. (e) Notwithstanding Section 6.3(a) hereof, the Trustee shall deposit Foreclosure Proceeds to the Pledged Revenue Fund and as soon as practicable after such deposit shall transfer Foreclosure Proceeds first, to the Reserve Account to restore any transfers from the 139199012.11 - 29 - Reserve Account made with respect to the Improvement Area#1 Assessed Property(s) to which the Foreclosure Proceeds relate, second, to the Additional Interest Reserve Account to restore any transfers from the Additional Interest Reserve Account made with respect to the Improvement Area#1 Assessed Property(s) to which the Foreclosure Proceeds relate, and third, to the Redemption Fund. (f) After satisfaction of the requirement to provide for the payment of the principal and interest on the Bonds Similarly Secured and to fund any deficiency that may exist in an account of the Reserve Fund, the City may direct the Trustee by City Certificate to apply Improvement Area #1 Assessments for any lawful purposes permitted by the PID Act for which Assessments may be paid. (g) Any additional Pledged Revenues remaining after the satisfaction of the foregoing shall be applied by the Trustee, as instructed by the City pursuant to a City Certificate, for any lawful purpose permitted by the PID Act for which such additional Pledged Revenues may be used, including transfers to other Funds and Accounts created pursuant to this Indenture. Section 6.4. Bond Fund. (a) On each Interest Payment Date, the Trustee shall withdraw from the Principal and Interest Account and transfer to the Paying Agent/Registrar the principal (including any Sinking Fund Installments) and/or interest then due and payable on the Bonds Similarly Secured. (b) If amounts in the Principal and Interest Account are insufficient for the purposes set forth in paragraph (a) above, the Trustee shall withdraw from the Reserve Fund amounts to cover the amount of such insufficiency in the order described in Section 6.7(f) hereof. Amounts so withdrawn from the Reserve Fund shall be deposited in the Principal and Interest Account and transferred to the Paying Agent/Registrar. Section 6.5. Proiect Fund. (a) Money on deposit in the Project Fund shall be used for the purposes specified in Section 3.1 hereof. Money on deposit in the Improvement Area#1 Improvements Account of the Project Fund shall only be used to pay Actual Costs of Improvement Area#1 Improvements. (b) Disbursements from the Costs of Issuance Account of the Project Fund shall be made by the Trustee to pay the costs of issuance of the Bonds Similarly Secured pursuant to one or more City Certificates. Disbursements from the Improvement Area #1 Improvements Account of the Project Fund to pay Actual Costs of the Improvement Area#1 Improvements shall be made by the Trustee upon receipt by the Trustee of either properly executed and completed Certificate for Payment or written direction from the City or its designee approving the disbursement to the Developer or the Developer's designee. The disbursement of funds from the Improvement Area#1 Improvements Account pursuant to a Certificate for Payment shall be pursuant to and in accordance with the disbursement procedures described in the Reimbursement Agreement. Such provisions and procedures related to such disbursements contained in the Reimbursement Agreement, are herein incorporated by reference and deemed set forth herein in full. (c) If the City Representative determines in his or her sole discretion that amounts then on deposit in the Improvement Area#1 Improvements Account of the Project Fund are not expected to be expended for purposes of such Account due to the abandonment, or constructive abandonment of the Improvement Area #1 Improvements, such that, in the opinion of the City Representative, it is unlikely that the amounts in the Improvement Area #1 Improvements Account of the Project Fund will ever be expended for the purposes of such Account, the City 139199012.11 - 30 - Representative shall file a City Certificate with the Trustee and shall provide evidence to the Trustee that a copy of such City Certificate was provided to the Developer prior to filing such City Certificate with the Trustee. Such City Certificate shall identify the amounts then on deposit in the Improvement Area #1 Improvements Account of the Project Fund that are not expected to be used for purposes of such Account. If such City Certificate is so filed, the amounts on deposit in the Improvement Area #1 Improvements Account of the Project Fund shall be transferred to the Redemption Fund to redeem Bonds Similarly Secured on the earliest practicable date after notice of redemption has been provided in accordance with the Indenture. (d) In making any determination pursuant to this Section, the City Representative may conclusively rely upon a certificate of an Independent Financial Consultant. (e) Upon the filing of a City Certificate stating that all Improvement Area #1 Improvements have been completed and that all Actual Costs of the Improvement Area #1 Improvements have been paid, or that any such Actual Costs of the Improvement Area #1 Improvements are not required to be paid from the Improvement Area#1 Improvements Account of the Project Fund pursuant to a Certificate for Payment, the Trustee (i) shall transfer the amount, if any, remaining within the Improvement Area#1 Improvements Account of the Project Fund to the Bond Fund and (ii) shall close the Improvement Area #1 Improvements Account. If the Improvement Area #1 Improvements Account has been closed as provided above and the Costs of Issuance Account of the Project Fund has been closed pursuant to the provisions of Section 6.5(f), the Project Fund shall be closed. (f) Not later than six months following each respective Closing Date, or upon a determination by the City Representative that all costs of issuance of such series of Bonds Similarly Secured have been paid, any amounts remaining in the Costs of Issuance Account shall be transferred, first, to Improvement Area #1 Improvements Account of the Project Fund and used to pay Actual Costs of Improvement Area #1 Improvements, and second, to the Principal and Interest Account of the Bond Fund if no Actual Costs of Improvement Area #1 Improvements remain unpaid and shall be used to pay interest on the Bonds Similarly Secured, as directed by the City in a City Certificate filed with the Trustee and the Costs of Issuance Account shall be closed. Section 6.6. Redemption Fund. (a) The Trustee shall cause to be deposited to the Redemption Fund from the Bond Pledged Revenue Account of the Pledged Revenue Fund an amount sufficient to redeem Bonds Similarly Secured as provided in Sections 4.3 and 4.4 on the dates specified for redemption as provided in Sections 4.3 and 4.4. Amounts on deposit in the Redemption Fund shall be used and withdrawn by the Trustee to redeem Bonds Similarly Secured as provided in Article IV. Section 6.7. Reserve Fund. (a) The City agrees with the Owners of the Bonds Similarly Secured to accumulate from the deposits described in Section 6.3(a) hereof, and when accumulated, maintain in the Reserve Account of the Reserve Fund, an amount equal to not less than the Reserve Account Requirement except to the extent such deficiency is due to the application of Section 6.7(d) hereof. All amounts deposited in the Reserve Account of the Reserve Fund shall be used and withdrawn by the Trustee for the purpose of making transfers to the Principal and Interest Account of the Bond Fund as provided in this Indenture. 139199012.11 - 31 - (b) The Trustee, if needed, will transfer from the Bond Pledged Revenue Account of the Pledged Revenue Fund to the Additional Interest Reserve Account on March 1 and September 1 of each year, commencing March 1, 2026, an amount equal to the Additional Interest collected, if any, until the Additional Interest Reserve Requirement has been has accumulated in the Additional Interest Reserve Account. If the amount on deposit in the Additional Interest Reserve Account shall at any time be less than the Additional Interest Reserve Requirement, the Trustee shall notify the City, in writing, of the amount of such shortfall, and the City shall resume collecting the Additional Interest and shall file a City Certificate with the Trustee instructing the Trustee to resume depositing the Additional Interest from the Bond Pledged Revenue Account of the Pledged Revenue Fund into the Additional Interest Reserve Account until the Additional Interest Reserve Requirement has been accumulated in the Additional Interest Reserve Account; provided, however, that the City shall not be required to replenish the Additional Interest Reserve Account in the event funds are transferred from the Additional Interest Reserve Account to the Redemption Fund as a result of an extraordinary optional redemption of Bonds Similarly Secured from the proceeds of a Prepayment pursuant to Section 4.4 of this Indenture. In the event the amount on deposit in the Additional Interest Reserve Account is less than the Additional Interest Reserve Requirement then the deposits described in the immediately preceding sentence shall continue until the Additional Interest Reserve Account has been fully replenished. If, after such deposits, there is surplus Additional Interest remaining, the Trustee shall transfer such surplus Additional Interest to the Redemption Fund, and shall notify the City of such transfer in writing. In calculating the amounts to be transferred pursuant to this Section, the Trustee may conclusively rely on the Improvement Area#1 Annual Installments as shown on the Improvement Area#1 Assessment Roll in the Service and Assessment Plan or an Annual Service Plan Update, unless and until it receives a City Certificate directing that a different amount be used. (c) Whenever a transfer is made from an Account of the Reserve Fund to the Bond Fund due to a deficiency in the Bond Fund, the Trustee shall provide written notice thereof to the City, specifying the amount withdrawn and the source of said funds. (d) Whenever Bonds Similarly Secured are to be redeemed with the proceeds of Prepayments pursuant to Section 4.4, the Trustee shall transfer, on the Business Day prior to the redemption date (or on such other date as agreed to by the City and the Trustee), from the Reserve Account of the Reserve Fund to the Redemption Fund, an amount specified in a City Certificate to be applied to the redemption of the Bonds Similarly Secured. The amount so transferred from the Reserve Account of the Reserve Fund shall be equal to the principal amount of Bonds Similarly Secured to be redeemed with Prepayments multiplied by the lesser of: (i) the amount required to be in the Reserve Account of the Reserve Fund divided by the principal amount of Outstanding Bonds Similarly Secured prior to the redemption, and (ii) the amount actually in the Reserve Account of the Reserve Fund divided by the principal amount of Outstanding Bonds Similarly Secured prior to the redemption. If after such transfer, and after applying investment earnings on the Prepayments toward payment of accrued interest, there are insufficient funds in the Redemption Fund to pay the principal amount plus accrued and unpaid interest to the date fixed for redemption of the Bonds Similarly Secured to be redeemed, as identified in a City Certificate, as a result of such Prepayments and as a result of the transfer from the Reserve Account under this Section 6.7(d), the Trustee shall transfer an amount equal to the shortfall, and/or any additional amounts necessary to permit the Bonds Similarly Secured to be redeemed in minimum principal amounts of $1,000, from the Additional Interest Reserve Account to the Redemption Fund to be applied to the redemption of the Bonds Similarly Secured. 139199012.11 - 32 - (e) Whenever, on any Interest Payment Date, or on any other date at the written request of a City Representative, the amount in the Reserve Account exceeds the Reserve Account Requirement, the Trustee shall provide written notice to the City Representative of the amount of the excess. Such excess shall be transferred to the Principal and Interest Account to be used for the payment of debt service on the Bonds Similarly Secured on the next Interest Payment Date in accordance with Section 6.4 hereof, unless within thirty days of such notice to the City Representative, the Trustee receives a City Certificate instructing the Trustee to apply such excess: (i) to pay amounts due under Section 6.8 hereof, (ii) to a specified Account of the Project Fund if such application and the expenditure of funds is expected to occur within three years of the date hereof, or (iii) for such other use specified in such City Certificate if the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that such alternate use will not adversely affect the exemption from federal income tax of the interest on any Bond Similarly Secured. (f) Whenever, on any Interest Payment Date, the amount on deposit in the Bond Fund is insufficient to pay the debt service on the Bonds Similarly Secured due on such date, the Trustee shall transfer first, from the Additional Interest Reserve Account of the Reserve Fund to the Bond Fund and, second, from the Reserve Account of the Reserve Fund to the Bond Fund the amounts necessary to cure such deficiency. (g) At the final maturity of the Bonds Similarly Secured, the amount on deposit in the Reserve Account and the Additional Interest Reserve Account shall be transferred to the Principal and Interest Account of the Bond Fund and applied to the payment of the principal of the Bonds Similarly Secured. (h) If, after a Reserve Account withdrawal pursuant to Section 6.7(f), the amount on deposit in the Reserve Account of the Reserve Fund is less than the Reserve Account Requirement, the Trustee shall transfer from the Pledged Revenue Fund to the Reserve Account of the Reserve Fund the amount of such deficiency, in accordance with Section 6.3. (i) If the amount held in the Reserve Fund together with the amount held in the Bond Fund and Redemption Fund is sufficient to pay the principal amount of all Outstanding Bonds Similarly Secured on the next Interest Payment Date, together with the unpaid interest accrued on such Outstanding Bonds Similarly Secured as of such Interest Payment Date, the moneys shall be transferred to the Redemption Fund and thereafter used to redeem all Outstanding Bonds Similarly Secured as of such Interest Payment Date. Section 6.8. Rebate Fund: Rebate Amount. (a) There is hereby established a special fund of the City to be designated "City of Corpus Christi, Texas, Rebate Fund" (the "Rebate Fund") to be held by the Trustee in accordance with the terms and provisions of this Indenture. Amounts on deposit in the Rebate Fund shall be used solely for the purpose of paying amounts relating to the Bonds Similarly Secured due the United States Government in accordance with the Code. (b) In order to assure that Rebate Amount is paid to the United States rather than to a third party, investments of funds on deposit in the Rebate Fund shall be made in accordance with the Code and each respective Tax Certificate. (c) The Trustee conclusively shall be deemed to have complied with the provisions of this Section and Section 7.5(h) and shall not be liable or responsible if it follows the instructions 139199012.11 - 33 - of the City and shall not be required to take any action under this Section and Section 7.5(h) in the absence of written instructions from the City. (d) If, on the date of each annual calculation, the amount on deposit in the Rebate Fund exceeds the Rebate Amount, the City may direct the Trustee, pursuant to a City Certificate, to transfer the amount in excess of the Rebate Amount to the Bond Fund. Section 6.9. Administrative Fund. (a) On or before March 1, 2025, and on or before each March 1 and September 1 of each year thereafter while the Bonds Similarly Secured are Outstanding, the City shall deposit or cause to be deposited to the Administrative Fund the amounts collected each year to pay the Annual Collection Costs and Delinquent Collection Costs, other than the Annual Collection Costs and Delinquent Collection Costs deposited into the Project Collection Fund, which amounts shall be deposited in accordance with Section 6.10 hereof. (b) Moneys in the Administrative Fund shall be held by the Trustee separate and apart from the other Funds and Accounts created and administered hereunder and used as directed by a City Certificate solely for the purposes set forth in the Service and Assessment Plan. (c) The Administrative Fund shall not be part of the Trust Estate and shall not be security for the Bonds Similarly Secured. Section 6.10. Project Collection Fund. While any Bonds Similarly Secured are Outstanding, another taxing unit or an appraisal district, by agreement with the City, may collect Improvement Area #1 Assessment Revenue on the City's behalf. If such taxing unit or appraisal district presents or otherwise tenders to the Trustee such collected Improvement Area #1 Assessment Revenue for deposit on the City's behalf, the Trustee shall accept such Improvement Area #1 Assessment Revenue and deposit the same into the Project Collection Fund. The Trustee shall, as directed by the City pursuant to a City Certificate, deposit or cause to be deposited (i) all of that portion of the Improvement Area #1 Assessment Revenue deposited into the Project Collection Fund that consists of the Annual Collection Costs and Delinquent Collection Costs to the Administrative Fund and (ii) all of that portion of the Improvement Area #1 Assessment Revenue deposited into the Project Collection Fund that consists of Pledged Revenues into the Pledged Revenue Fund for future allocations as set forth in Section 6.3(a) hereof. The City shall provide such City Certificate on or before March 1, 2025 and every September 1 and March 1 thereafter while the Bonds Similarly Secured are Outstanding. The Project Collection Fund is not a Pledged Fund. Section 6.11. Investment of Funds. (a) Money in any Fund or Account established pursuant to this Indenture shall be invested by the Trustee as directed by the City pursuant to a City Certificate filed with the Trustee at least two (2) days in advance of the making of such investment. The money in any Fund or Account shall be invested in time deposits or certificates of deposit secured in the manner required by law for public funds, or be invested in direct obligations of, including obligations the principal and interest on which are unconditionally guaranteed by, the United States of America, in obligations of any agencies or instrumentalities thereof, or in such other investments as are permitted under the Public Funds Investment Act, Texas Government Code, Chapter 2256, as 139199012.11 - 34 - amended, or any successor law, as in effect from time to time; provided that all such deposits and investments shall be made in such manner (which may include repurchase agreements for such investment with any primary dealer of such agreements) that the money required to be expended from any Fund will be available at the proper time or times. Notwithstanding the preceding sentence, amounts in the Additional Interest Reserve Account may not be invested above the Yield (as defined in Section 7.5(a) hereof) on the Bonds Similarly Secured, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that such investment and/or the failure to comply with such yield restriction will not adversely affect the exemption from federal income tax of the interest on any Bond Similarly Secured. Investments shall be valued each year in terms of current market value as of September 30. For purposes of maximizing investment returns, to the extent permitted by law, money in such Funds or Accounts may be invested in common investments of the kind described above, or in a common pool of such investment which shall be kept and held at an official depository bank, which shall not be deemed to be or constitute a commingling of such money or funds provided that safekeeping receipts or certificates of participation clearly evidencing the investment or investment pool in which such money is invested and the share thereof purchased with such money or owned by such Fund or Account are held by or on behalf of each such Fund or Account. If necessary, such investments shall be promptly sold to prevent any default. To ensure that cash on hand is invested, in the absence of direction pursuant to a City Certificate, money in any Fund or Account established pursuant to this Indenture shall be invested in the Invesco Short-Term Investments Trust Treasury, CUSIP No. 825252786 until directed otherwise by the City Certificate. (b) Obligations purchased as an investment of moneys in any Fund or Account shall be deemed to be part of such Fund or Account, subject, however, to the requirements of this Indenture for transfer of interest earnings and profits resulting from investment of amounts in Funds and Accounts. Whenever in this Indenture any moneys are required to be transferred by the City to the Trustee, such transfer may be accomplished by transferring a like amount of Investment Securities. (c) The Trustee and its affiliates may act as sponsor, advisor, depository, principal or agent in the acquisition or disposition of any investment. The Trustee shall have no investment discretion and the Trustee's only responsibility for investments shall be to follow the written instructions contained in any City Certificate and to insure that an investment it is directed to purchase is a permitted investment pursuant to the terms of this Indenture. The Trustee shall not incur any liability for losses arising from any investments made pursuant to this Section. The Trustee shall not be required to determine the suitability or legality of any investments. (d) Investments in any and all Funds and Accounts may be commingled in a separate fund or funds for purposes of making, holding and disposing of investments, notwithstanding provisions herein for transfer to or holding in or to the credit of particular Funds or Accounts of amounts received or held by the Trustee hereunder, provided that the Trustee shall at all times account for such investments strictly in accordance with the Funds and Accounts to which they are credited and otherwise as provided in this Indenture. (e) The Trustee will furnish the City and the Administrator monthly cash transaction statements which include detail for all investment transactions made by the Trustee hereunder; and, unless the Trustee receives a written request, the Trustee is not required to provide brokerage confirmations so long as the Trustee is providing such monthly cash transaction statements. 139199012.11 - 35 - Section 6.12. Security of Funds. All Funds or Accounts heretofore created, to the extent not invested as herein permitted, shall be secured in the manner and to the fullest extent required by law for the security of public funds, and such Funds or Accounts shall be used only for the purposes and in the manner permitted or required by this Indenture. ARTICLE VII COVENANTS Section 7.1. Confirmation of Improvement Area#1 Assessments. The City hereby confirms, covenants, and agrees that the Improvement Area #1 Assessments to be collected from the Improvement Area #1 Assessed Property are as so reflected in the Service and Assessment Plan (as it may be updated from time to time) and, in accordance with the Assessment Ordinance, it has levied the Improvement Area#1 Assessments against the respective Improvement Area #1 Assessed Property from which the Pledged Revenues will be collected and received. Section 7.2. Collection and Enforcement of Improvement Area#1 Assessments. (a) For so long as any Bonds Similarly Secured are Outstanding and/or amounts are due to the Developer to pay it for funds it has contributed to pay Actual Costs of the Improvement Area #1 Improvements in accordance with the Reimbursement Agreement, the City covenants, agrees and warrants that it will take and pursue all actions permissible under Applicable Laws to cause the Improvement Area #1 Assessments to be collected and the liens thereof enforced continuously, in the manner and to the maximum extent permitted by Applicable Laws, and, to the extent permitted by Applicable Laws, to cause no reduction, abatement or exemption in the Improvement Area#1 Assessments. (b) The City will determine or cause to be determined, no later than February 15 of each year, whether or not any Improvement Area#1 Annual Installment is delinquent and, if such delinquencies exist, the City will order and cause to be commenced as soon as practicable any and all appropriate and legally permissible actions to obtain such Improvement Area #1 Annual Installment, and any delinquent charges and interest thereon, including diligently prosecuting an action in district court to foreclose the currently delinquent Improvement Area #1 Annual Installment. Notwithstanding the foregoing, the City shall not be required under any circumstances to purchase or make payment for the purchase of the delinquent Improvement Area #1 Assessment or the corresponding Improvement Area #1 Assessed Property. Furthermore, nothing shall obligate the City, the City Attorney, or any appropriate designee to undertake collection or foreclosure actions against delinquent accounts in violation of applicable state law, court order, or existing contractual provisions between the City and its appropriate collections enforcement designees. Section 7.3. Against Encumbrances. (a) Other than Refunding Bonds, the City shall not create and, to the extent Pledged Revenues are received, shall not suffer to remain, any lien, encumbrance or charge upon the 139199012.11 - 36 - Trust Estate, other than that specified in Section 9.7 of this Indenture, or upon any other property pledged under this Indenture, except the pledge created for the security of the Bonds Similarly Secured, and other than a lien or pledge subordinate to the lien and pledge of such property related to the Bonds Similarly Secured. (b) So long as Bonds Similarly Secured are Outstanding hereunder, and except as set forth in Section 13.2 hereof, the City shall not issue any bonds, notes or other evidences of indebtedness other than the Bonds Similarly Secured and Refunding Bonds, if any, secured by any pledge of or other lien or charge on the Pledged Revenues or other property pledged under this Indenture, except for other indebtedness incurred in compliance with Section 13.2 hereof. Section 7.4. Records, Accounts, Accounting Reports. The City hereby covenants and agrees that so long as any of the Bonds Similarly Secured or any interest thereon remain Outstanding and unpaid, and/or the obligation to the Developer to pay it for funds it has contributed to pay Actual Costs of the Improvement Area#1 Improvements in accordance with the Reimbursement Agreement remain outstanding and unpaid, it will keep and maintain a proper and complete system of records and accounts pertaining to the Improvement Area #1 Assessments. The Trustee and Owners of any Bonds Similarly Secured or any duly authorized agent or agents of such holders shall have the right at all reasonable times to inspect all such records, accounts, and data relating thereto, upon written request to the City by the Trustee or duly authorized representative, as applicable. The City shall provide the Trustee or duly authorized representative, as applicable, an opportunity to inspect such books and records relating to the Bonds Similarly Secured during the City's regular business hours and on a mutually agreeable date not later than thirty days after the City receives such request. Section 7.5. Covenants to Maintain Tax-Exempt Status. (a) Definitions. When used in this Section, the following terms shall have the following meanings: "Closing Date" means the date on which each series of Bonds Similarly Secured are first authenticated and delivered to the respective initial purchasers against payment therefor. 'Code"means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. "Computation Date"has the meaning set forth in Section 1.148-1(b) of the Regulations. "Gross Proceeds"means any proceeds as defined in Section 1.148- 1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the Regulations, of the Bonds. "Investment"has the meaning set forth in Section 1.148-1(b) of the Regulations. "Nonpurpose Investment" means any investment property, as defined in Section 148(b) of the Code, in which Gross Proceeds of 139199012.11 - 37 - the Bonds are invested and which is not acquired to carry out the governmental purposes of the Bonds. "Regulations"means any proposed, temporary or final Income Tax Regulations issued pursuant to Sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Bonds. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. "Yield" of (1) any Investment has the meaning set forth in Section 1.148-5 of the Regulations; and (2) the Bonds Similarly Secured, as it pertains to a particular series of Bonds Similarly Secured, has the meaning set forth in Section 1.148-4 of the Regulations. (b) Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Bond to become includable in the gross income, as defined in Section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Bond, the City shall comply with each of the specific covenants in this Section. (c) No Private Use or Private Payments. Except as permitted by Section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of each series of Bonds Similarly Secured: (i) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Bonds Similarly Secured of such series, and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, unless such use is solely as a member of the general public; and (ii) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Bonds Similarly Secured of such series or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. (d) No Private Loan. 139199012.11 - 38 - (i) Except to the extent permitted by Section 141 of the Code and the Regulations and rulings thereunder, the City shall not use Gross Proceeds of any Bonds Similarly Secured to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take-or-pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. (ii) The City covenants and agrees that the levied Improvement Area #1 Assessments will meet the requirements of the"tax assessment loan exception"within the meaning of Section 1.141-5(d) of the Regulations on the date that each series of the Bonds Similarly Secured are delivered and will ensure that the Improvement Area #1 Assessments continue to meet such requirements for so long as Bonds Similarly Secured are outstanding. (e) Not to Invest at Higher Yield. Except to the extent permitted by Section 148 of the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final Stated Maturity of any series of Bonds Similarly Secured directly or indirectly invest Gross Proceeds in any Investment(or use Gross Proceeds to replace money so invested) if, as a result of such investment, the Yield from the Closing Date of all Investments acquired with Gross Proceeds (or with money replaced thereby), whether then held or previously disposed of, exceeds the Yield of such series of Bonds Similarly Secured. (f) Not Federally Guaranteed. Except to the extent permitted by Section 149(b) of the Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action which would cause the Bonds Similarly Secured to be federally guaranteed within the meaning of Section 149(b) of the Code and the Regulations and rulings thereunder. (g) Information Report. The City shall timely file the information required by Section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary may prescribe with respect to each series of Bonds Similarly Secured. (h) Rebate of Arbitrage Profits. Except to the extent otherwise provided in Section 148(f) of the Code and the Regulations and rulings thereunder: (i) The City shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last outstanding Bond Similarly Secured is discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds of the Bonds Similarly Secured with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. 139199012.11 - 39 - (ii) Not less frequently than each Computation Date for each series of Bonds Similarly Secured, the City shall calculate the Rebate Amount for the respective series of Bonds Similarly Secured in accordance with rules set forth in Section 148(f) of the Code and the Regulations and rulings thereunder. The City shall maintain such calculations with its official transcript of proceedings relating to the issuance of each series of the Bonds until six years after the final Computation Date. (iii) As additional consideration for the purchase of the Bonds Similarly Secured by the Purchasers and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the City shall, pursuant to a City Certificate, direct the Trustee to transfer to the Rebate Fund from the funds or subaccounts designated in such City Certificate and direct the Trustee to pay to the United States from the Rebate Fund the amount that when added to the future value of previous rebate payments made for any series of Bonds Similarly Secured equals (i) in the case of a Final Computation Date as defined in Section 1.148-3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate Amount on such date; and (ii) in the case of any other Computation Date, ninety percent (90%) of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by Section 148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or such other forms and information as is or may be required by Section 148(f) of the Code and the Regulations and rulings thereunder. (iv) The City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (ii) and (iii), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148-3(h) of the Regulations. (i) Not to Divert Arbitrage Profits. Except to the extent permitted by Section 148 of the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Bonds Similarly Secured, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection (h) of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Yield of the Bonds Similarly Secured not been relevant to either party. 0) Elections. The City hereby directs and authorizes the Mayor, Mayor Pro Tem, City Manager, Assistant City Manager, Chief Financial Officer, City Attorney, Director of Finance, City Secretary or Assistant City Secretary individually or jointly, to make elections permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Bonds, in the Tax Certificate or similar or other appropriate certificate, form or document. 139199012.11 - 40 - ARTICLE VIII LIABILITY OF CITY The City shall not incur any responsibility in respect of the Bonds Similarly Secured or this Indenture other than in connection with the duties or obligations explicitly herein or in the Bonds Similarly Secured assigned to or imposed upon it. The City shall not be liable in connection with the performance of its duties hereunder, except for its own willful default or act of bad faith. The City shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements of the Trustee herein or of any of the documents executed by the Trustee in connection with the Bonds Similarly Secured, or as to the existence of a default or event of default thereunder. In the absence of bad faith, the City may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the City and conforming to the requirements of this Indenture. The City shall not be liable for any error of judgment made in good faith unless it shall be proved that it was negligent in ascertaining the pertinent facts. No provision of this Indenture, the Bonds Similarly Secured, the Assessment Ordinance, or any agreement, document, instrument, or certificate executed, delivered or approved in connection with the issuance, sale, delivery, or administration of the Bonds Similarly Secured (the "Bond Documents"), shall require the City to expend or risk its own general funds or otherwise incur any financial liability (other than with respect to the Trust Estate and the Annual Collection Costs) in the performance of any of its obligations hereunder, or in the exercise of any of its rights or powers, if in the judgment of the City there are reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it. Neither the Owners nor any other Person shall have any claim against the City or any of its officers, officials, agents, or employees for damages suffered as a result of the City's failure to perform in any respect any covenant, undertaking, or obligation under any Bond Documents or as a result of the incorrectness of any representation in, or omission from, any of the Bond Documents, except to the extent that any such claim relates to an obligation, undertaking, representation, or covenant of the City, in accordance with the Bond Documents and the PI D Act. Any such claim shall be payable only from Trust Estate, the funds available for such payment in any of the Pledged Funds, if any, or the amounts collected to pay Annual Collection Costs on deposit in the Administrative Fund. Nothing contained in any of the Bond Documents shall be construed to preclude any action or proceeding in any court or before any governmental body, agency, or instrumentality against the City or any of its officers, officials, agents, or employees to enforce the provisions of any of the Bond Documents or to enforce all rights of the Owners of the Bonds Similarly Secured by mandamus or other proceeding at law or in equity. The City may rely on and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, warrant, bond, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The City may consult with counsel with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. Whenever in the administration of its duties under this Indenture, the City shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any 139199012.11 - 4 1 - action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of willful misconduct on the part of the City, be deemed to be conclusively proved and established by a certificate of the Trustee, an Independent Financial Consultant, an independent inspector or City Manager or other person designated by the City Council to so act on behalf of the City, and such certificate shall be full warrant to the City for any action taken or suffered under the provisions of this Indenture upon the faith thereof, but in its discretion the City may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. In orderto perform its duties and obligations hereunder, the City may employ such persons or entities as it deems necessary or advisable. The City shall not be liable for any of the acts or omissions of such persons or entities employed by it in good faith hereunder, and shall be entitled to rely, and shall be fully protected in doing so, upon the opinions, calculations, determinations, and directions of such persons or entities. ARTICLE IX THE TRUSTEE Section 9.1. Trustee as Paying Agent/Registrar. The Trustee is hereby designated and agrees to act as Paying Agent/Registrar for and in respect to the Bonds Similarly Secured. The Trustee hereby accepts and agrees to execute the respective trusts imposed upon it by this Indenture, but only upon the express terms and conditions, and subject to the provisions of this Indenture to all of which the parties hereto and the Owners of the Bonds Similarly Secured agree. No implied covenants or obligations shall be read into this Indenture against the Trustee. Section 9.2. Trustee Entitled to Indemnity. The Trustee shall be under no obligation to institute any suit, or to undertake any proceeding under this Indenture, or to enter any appearance or in any way defend in any suit in which it may be made defendant, or to take any steps in the execution of the trusts hereby created or in the enforcement of any rights and powers hereunder, until it shall be indemnified to its satisfaction against any and all costs and expenses, outlays, and counsel fees and other reasonable disbursements, and against all liability except as a consequence of its own negligence or willful misconduct; provided, however, that absent an Event of Default, the Trustee shall not request or require indemnification as a condition to making any deposits, payments or transfers when required hereunder, or to delivering any notice when required hereunder. Nevertheless, the Trustee may begin suit, or appear in and defend suit, or do anything else in its sole and exclusive judgment proper to be done by it as the Trustee, without indemnity, and in such case the Trustee may make transfers from the Pledged Revenue Fund or the Administrative Fund to pay all costs, fees, and expenses, outlays, and counsel fees and other reasonable disbursements properly incurred in connection therewith and shall be entitled to a preference therefor over any Bonds Similarly Secured Outstanding hereunder. Section 9.3. Responsibilities of the Trustee. The recitals contained in this Indenture and in the Bonds Similarly Secured shall be taken as the statements of the City and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or 139199012.11 - 42 - the Bonds Similarly Secured or with respect to the security afforded by this Indenture, and the Trustee shall incur no liability with respect thereto. Except as otherwise expressly provided in this Indenture, the Trustee shall have no responsibility or duty with respect to: (i) the issuance of Bonds Similarly Secured for value; (ii)the application of the proceeds thereof, except to the extent that such proceeds are received by it in its capacity as Trustee; (iii) the application of any moneys paid to the City or others in accordance with this Indenture, except as to the application of any moneys paid to it in its capacity as Trustee; (iv) any calculation of arbitrage or rebate under the Code; (v) any loss suffered in connection with any investment of funds in accordance with this Indenture; or(vi) to undertake any other action unless specifically authorized pursuant to a written direction by the City or pursuant to this Indenture. The duties and obligations of the Trustee shall be determined by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture. The Trustee will, prior to any Event of Default and after curing of any Event of Default, perform such duties and only such duties as are specifically set forth herein. The Trustee will, during the existence of an Event of Default, exercise such rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. The Trustee shall not be liable for any action taken or omitted by it in the performance of its duties under this Indenture, except for its own negligence or willful misconduct. In no event shall the Trustee be liable for incidental, indirect, special or consequential damages in connection with or arising from this Indenture for the existence, furnishing or use of the Improvement Area#1 Improvements. The Trustee, before the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. If any Event of Default occurred and continues, the Trustee shall exercise such rights and powers vested in it by this Indenture, and shall use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs in exercising any rights or remedies or performing any of its duties hereunder. The Trustee shall not be responsible for any recital herein (except with respect to the authentication certificate of the Trustee endorsed on the Bonds Similarly Secured) or for the recording, filing, or refiling of this Indenture in connection therewith, or for the validity of the execution by the City of this Indenture or of any Supplemental Indentures or instruments of further assurance, or for the sufficiency or security of the Bonds Similarly Secured. The Trustee makes no representations as to the value or condition of the Trust Estate or any part thereof, or as to the validity or sufficiency of this Indenture or of the Bonds Similarly Secured. The Trustee shall not be accountable for the use or application of any Bonds Similarly Secured or the proceeds thereof or of any money paid to or upon the order of the City under any provision of this Indenture. The Trustee shall not be liable for any error of judgment made in good faith by any one of its officers, unless it is established that the Trustee was negligent in ascertaining the pertinent facts. 139199012.11 - 43 - The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of at least 25% of the aggregate outstanding principal of the Bonds Similarly Secured relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. The Trustee shall not be required to take notice, and shall not be deemed to have notice, of any default or Event of Default unless the Trustee is notified specifically of the default or Event of Default in a written instrument or document delivered to it by the City or by an Owner of the Bonds Similarly Secured. In the absence of delivery of a notice satisfying those requirements, the Trustee may assume conclusively that there is no Event of Default, except as noted above, unless Trustee has actual knowledge of an Event of Default. Before taking any action under this Indenture (other than making any deposits, payments or transfers prior to an Event of Default when required hereunder), the Trustee may require that a satisfactory indemnity be furnished to it for the payment or reimbursement of all costs and expenses (including, without limitation, attorney's fees and expenses) to which it may be put and to protect it against all liability which it may incur in or by reason of such action, except liability which it adjudicated to have resulted from its negligence or willful misconduct. The Trustee's immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend to the Trustee's officers, directors, agents, attorneys and employees. Such immunities and protections and rights to indemnification, together with the Trustee's right to compensation, shall survive the Trustee's resignation or removal, the discharge of this Indenture, and final payment of the Bonds Similarly Secured. The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or through agents, attorneys, or receivers, and the Trustee shall be entitled to rely and act upon the opinion or advice of its own counsel, concerning all matters of trust hereof and the duties hereunder, and may in all cases pay such reasonable compensation to all such agents, attorneys, and receivers as may reasonably be employed in connection with the trusts hereof. The Trustee shall not be responsible for any loss or damage resulting from any action or nonaction by it taken or omitted to be taken in good faith in reliance upon such opinion or advice of its own counsel. Section 9.4. Trustee Joining in Supplemental Indentures; Supplemental Indentures Part of Indenture. The Trustee is authorized to join with the City in the execution of any such Supplemental Indentures and to make the further agreements and stipulations which may be contained therein. Any Supplemental Indenture executed accordance with the provisions of this Section shall thereafter form a part of this Indenture, and all the terms and conditions contained in any such Supplemental Indenture as to any provisions authorized to be contained therein shall be and shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes. In case of the execution and delivery of any Supplemental Indenture, express reference may be made thereto in the text of any Bonds Similarly Secured issued thereafter, if deemed necessary or desirable by the Trustee or the City. Upon execution of any Supplemental Indenture pursuant to the provisions of this Section, this Indenture shall be and be deemed to be modified and amended in accordance therewith, and 139199012.11 - 44 - the respective rights, duties, and obligations under this Indenture of the City and the Trustee and all Owners of Outstanding Bonds Similarly Secured shall thereafter be determined exercised and enforced hereunder, subject in all respects to such modifications and amendments. Section 9.5. Property Held in Trust. All moneys and securities held by the Trustee at any time pursuant to the terms of this Indenture shall be held by the Trustee in trust for the purposes and under the terms and conditions of this Indenture. Section 9.6. Trustee Protected in Relying on Certain Documents. The Trustee may conclusively rely upon any order, notice, request, consent, waiver, certificate, statement, affidavit, requisition, bond, or other document provided to the Trustee in accordance with the terms of this Indenture that it shall in good faith reasonably believe to be genuine and to have been adopted or signed by the proper board or Person or to have been prepared and furnished pursuant to any of the provisions of this Indenture, the Reimbursement Agreement and the Development Agreement, or upon the written opinion of any counsel, architect, engineer, insurance consultant, management consultant, or accountant believed by the Trustee to be qualified in relation to the subject matter, and the Trustee shall be under no duty to make any investigation or inquiry into and shall not be deemed to have knowledge of any statements contained or matters referred to in any such instrument. The Trustee may consult with counsel, who may or may not be Bond Counsel, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered, or omitted to be taken by it in good faith and in accordance therewith. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any person who, at the time of making such request, or giving such authority or consent to the Owner of any Bond Similarly Secured, shall be conclusive and binding upon all future owners of the same Bond Similarly Secured and upon Bonds Similarly Secured issued in exchange therefor and upon transfer or in place thereof. Whenever the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action under this Indenture, such matter may be deemed to be conclusively proved and established by a City Certificate, unless other evidence in respect thereof be hereby specifically prescribed. Such City Certificate shall be full warrant for any action taken or suffered in good faith under the provisions hereof, but the Trustee may in lieu thereof accept other evidence of such fact or matter or may require such further or additional evidence as it may deem reasonable. Except as otherwise expressly provided herein, any request, order, notice, or other direction required or permitted to be furnished pursuant to any provision hereof by the City to the Trustee shall be sufficiently executed if executed in the name of the City by the City Representative. The Trustee shall not be under any obligation to see to the recording or filing of this Indenture, or otherwise to the giving to any Person of notice of the provisions hereof except as expressly required in Sections 9.14 and 9.18 herein. Section 9.7. Compensation. Unless otherwise provided by contract with the Trustee, the Trustee shall transfer from the Administrative Fund, upon written direction of the City, compensation for all services rendered by it hereunder, including its services as Paying Agent/Registrar, together with all its reasonable expenses, charges, and other disbursements and those of its counsel, agents and employees, 139199012.11 - 45 - incurred in and about the administration and execution of the trusts hereby created and the exercise of its powers and the performance of its duties hereunder, upon delivery of an invoice therefor to the City, and the Trustee shall have a lien therefor on any and all funds at any time held by it hereunder(except the Rebate Fund) prior to any Bonds Similarly Secured Outstanding. None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if in the judgment of the Trustee there are reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it. If the City fails to make any payment required by this Section, the Trustee may make such payment from any moneys in the Administrative Fund and shall have a first lien with right of payment before payment on account of principal of or interest on any Bond Similarly Secured, upon all moneys in the Administrative Fund, and to the extent moneys in the Administrative Fund are insufficient, then from any moneys in its possession (except the Rebate Fund) under any provisions hereof for the foregoing reasonable advances, fees, costs, and expenses incurred. The right of the Trustee to fees, expenses, and indemnification shall survive the release, discharge, and satisfaction of this Indenture. Section 9.8. Permitted Acts. The Trustee and its directors, officers, employees, or agents may become the owner of or may in good faith buy, sell, own, hold and deal in Bonds Similarly Secured and may join in any action that any Owner of Bonds Similarly Secured may be entitled to take as fully and with the same rights as if it were not the Trustee. The Trustee may act as depository, and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, the City or any committee formed to protect the rights of holders of Bonds Similarly Secured or to effect or aid in any reorganization growing out of the enforcement of the Bonds Similarly Secured or this Indenture, whether or not such committee shall represent the holders of a majority in aggregate outstanding principal amount of the Bonds Similarly Secured. The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct. Section 9.9. Resignation of Trustee. The Trustee may at any time resign and be discharged of its duties and obligations hereunder by giving not fewer than 30 days' written notice, specifying the date when such resignation shall take effect, to the City and each Owner of any Outstanding Bond Similarly Secured. Such resignation shall take effect upon the appointment of a successor as provided in Section 9.11 and the acceptance of such appointment by such successor. Notwithstanding the foregoing, if, after sixty (60) days following receipt of the notice, the City has not appointed a successor Trustee, the Trustee may apply to a court of competent jurisdiction to appoint a successor Trustee, at no expense to the City, and such resignation shall take effect upon the court's appointment of a successor Trustee. Section 9.10. Removal of Trustee. The Trustee may be removed at any time by the Owners of 25% of the Bonds Similarly Secured by an instrument or concurrent instruments in writing signed and acknowledged by such Owners or by their attorneys-in-fact, duly authorized and delivered to the City. Copies of each such instrument shall be delivered by the City to the Trustee and any successor thereof. The Trustee may also be removed at any time for any breach of trust or for acting or proceeding in violation of, or for failing to act or proceed in accordance with, any provision of this Indenture with 139199012.11 - 46 - respect to the duties and obligations of the Trustee by any court of competent jurisdiction upon the application of the Owners of a 25% of the aggregate outstanding principal of the Bonds Similarly Secured. Section 9.11. Successor Trustee. If the Trustee resigns, is removed, is dissolved, or becomes incapable of acting, or is adjudged a bankrupt or insolvent, or if a receiver, liquidator, or conservator of the Trustee or of its property is appointed, or if any public officer takes charge or control of the Trustee or of its property or affairs, the position of the Trustee hereunder shall thereupon become vacant. If the position of Trustee becomes vacant for any of the foregoing reasons or for any other reason, a successor Trustee may be appointed after any such vacancy occurs by 25% of the Bonds Similarly Secured by an instrument or concurrent instruments in writing signed and acknowledged by such Owners or their attorneys-in-fact, duly authorized and delivered to such successor Trustee, with notification thereof being given to the predecessor Trustee and the City. Until such successor Trustee shall have been appointed by the Owners of 25% of the Bonds Similarly Secured, the City shall forthwith appoint a Trustee to act hereunder. Copies of any instrument of the City providing for any such appointment shall be delivered by the City to the Trustee so appointed. The City shall mail notice of any such appointment to each Owner of any Outstanding Bonds Similarly Secured within 30 days after such appointment. Any appointment of a successor Trustee made by the City immediately and without further act shall be superseded and revoked by an appointment subsequently made by the Owners of Bonds Similarly Secured. If in a proper case no appointment of a successor Trustee is made within 45 days after the giving by any Trustee of any notice of resignation in accordance with Section 9.9 herein or after the occurrence of any other event requiring or authorizing such appointment, the Trustee or any Owner of Bonds Similarly Secured may apply to any court of competent jurisdiction for the appointment of such a successor, and the court may thereupon, after such notice, if any, as the court may deem proper, appoint such successor and the City shall be responsible for the costs of such appointment process. Any duties and obligations of such predecessor Trustee shall thereafter cease and terminate, and the payment of the fees and expenses owed to the predecessor Trustee shall be paid in full. Any successor Trustee appointed under the provisions of this Section shall be a commercial bank or trust company or national banking association (i) having a capital and surplus and undivided profits aggregating at least $50,000,000, if there be such a commercial bank or trust company or national banking association willing and able to accept the appointment on reasonable and customary terms, and (ii) authorized by law to perform all the duties of the Trustee required by this Indenture. Each successor Trustee shall mail, in accordance with the provisions of the Bonds Similarly Secured, notice of its appointment to any Rating Agency which, at the time of such appointment, is providing a rating on the Bonds Similarly Secured and each of the Owners of the Bonds Similarly Secured. Section 9.12. Transfer of Rights and Property to Successor Trustee. Any successor Trustee appointed under the provisions of Section 9.11 shall execute, acknowledge, and deliver to its predecessor and the City an instrument in writing accepting such 139199012.11 - 47 - appointment, and thereupon such successor, without any further act, deed, or conveyance, shall become fully vested with all moneys, estates, properties, rights, immunities, powers, duties, obligations, and trusts of its predecessor hereunder, with like effect as if originally appointed as Trustee. However, the Trustee then ceasing to act shall nevertheless, on request of the City or of such successor, execute, acknowledge, and deliver such instruments of conveyance and further assurance and do such other things as may reasonably be required for more fully and certainly vesting and confirming in such successor all the rights, immunities, powers, and trusts of such Trustee and all the right, title, and interest of such Trustee in and to the Trust Estate, and shall pay over, assign, and deliver to such successor any moneys or other properties subject to the trusts and conditions herein set forth. Should any deed, conveyance, or instrument in writing from the City be required by such successor for more fully and certainly vesting in and confirming to it any such moneys, estates, properties, rights, powers, duties, or obligations, any and all such deeds, conveyances, and instruments in writing, on request and so far as may be authorized by law, shall be executed, acknowledged, and delivered by the City. Section 9.13. Merger, Conversion or Consolidation of Trustee. Any corporation or association into which the Trustee may be merged or with which it may be consolidated or any corporation or association resulting from any merger, conversion or consolidation to which it shall be a party or any corporation or association to which the Trustee may sell or transfer all or substantially all of its corporate trust business shall be the successor to such Trustee hereunder, without any further act, deed or conveyance, provided that such corporation or association shall be a commercial bank or trust company or national banking association qualified to be a successor to such Trustee under the provisions of Section 9.11, or a trust company that is a wholly-owned subsidiary of any of the foregoing. Section 9.14. Security Interest in the Trust Estate. Chapter 1208, Texas Government Code, applies to the issuance of the Bonds Similarly Secured and the pledge of the Trust Estate provided for herein, and such pledge is, under current law, valid, effective and perfected. The City shall cause to be filed all appropriate initial financing statements, if any, to ensure that the Trustee (for the benefit of the Owners of the Bonds Similarly Secured) is granted a valid and perfected first priority lien on the entire Trust Estate. Nothing herein shall obligate the Trustee to file any initial financing statements. Upon the City's timely delivery of a copy of such filed initial financing statement, if any, to the Trustee, the Trustee shall file continuation statements of such initial financing statement(s) in the same jurisdictions as the initial financing statement(s) previously provided to the Trustee. Unless the Trustee is otherwise notified in writing by the City, the Trustee may rely upon the initial financing statements in filing any continuation statements hereunder. Section 9.15. Offering Documentation. The Trustee shall have no responsibility with respect to any information, statement, or recital in any official statement, offering memorandum, or any other disclosure material prepared or distributed with respect to the Bonds Similarly Secured and shall have no responsibility for compliance with any State or federal securities laws in connection with the Bonds Similarly Secured. 139199012.11 - 48 - Section 9.16. Expenditure of Funds and Risk. None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of its rights or powers if the Trustee shall have reasonable grounds for believing that the repayment of such funds or indemnity against such risk or liability is not assured. Section 9.17. Environmental Hazards The Trustee may inform any Holder of environmental hazards that the Trustee has reason to believe exist, and the Trustee has the right to take no further action and in such event, no fiduciary duty exists which imposes any obligation for further action with respect to the Trust Estate or any portion thereof if the Trustee, in its individual capacity, determines that any such action would materially and adversely subject the Trustee to environmental or other liability for which the Trustee has not been adequately indemnified. The Trustee shall not be responsible or liable for the environmental condition related to the improvements to any real property or for diminution in value of the same, or for any claims by or on behalf of the owners thereof as the result of any contamination by a hazardous substance, hazardous material, pollutant, or contaminant. The Trustee assumes no duty or obligation to assess the environmental condition of any improvements or with respect to compliance thereof under State or federal laws pertaining to the transport, storage, treatment, or disposal of hazardous substances, hazardous materials, pollutants, or contaminants or regulations, permits, or licenses issued under such laws. Section 9.18. Accounts, Periodic Reports and Certificates. The Trustee shall keep or cause to be kept proper books of record and account (separate from all other records and accounts) in which complete and correct entries shall be made of its transactions relating to the Funds and Accounts established by this Indenture and which shall at all times be subject to inspection by the City, and the Owner or Owners of not less than 10% in principal amount of any Bonds Similarly Secured then Outstanding or their representatives duly authorized in writing. Section 9.19. Construction of Indenture. The Trustee may construe any of the provisions of this Indenture insofar as the same may appear to be ambiguous or inconsistent with any other provision hereof, and any construction of any such provisions hereof by the Trustee in good faith shall be binding upon the Owners of the Bonds Similarly Secured. ARTICLE X MODIFICATION OR AMENDMENT OF THIS INDENTURE Section 10.1. Amendments Permitted. (a) This Indenture and the rights and obligations of the City and of the Owners of the Bonds Similarly Secured may be modified or amended at any time by a Supplemental Indenture, except as provided below, pursuant to the affirmative vote at a meeting of Owners of the Bonds 139199012.11 - 49 - Similarly Secured, or with the written consent without a meeting, of the Owners of at least a majority of the aggregate principal amount of the Bonds Similarly Secured then Outstanding. No such modification or amendment shall (i) extend the maturity of any Bond Similarly Secured or reduce the interest rate thereon, or otherwise alter or impair the obligation of the City to pay the principal of, and the interest and any premium on, any Bond Similarly Secured, without the express consent of the Owner of such Bond Similarly Secured, or (ii) permit the creation by the City of any pledge or lien upon the Trust Estate superior to or on a parity with the pledge and lien created for the benefit of the Bonds Similarly Secured (except as otherwise permitted by Applicable Laws and this Indenture), or reduce the percentage of Owners of Bonds Similarly Secured required for the amendment hereof. Any such amendment may not modify any of the rights or obligations of the Trustee without its written consent. (b) This Indenture and the rights and obligations of the City and of the Owners may also be modified or amended at any time by a Supplemental Indenture, without the consent of any Owners, only to the extent permitted by law and only for any one or more of the following purposes: (i) to add to the covenants and agreements of the City in this Indenture contained, other covenants and agreements thereafter to be observed, or to limit or surrender any right or power herein reserved to or conferred upon the City; (ii) to make modifications not adversely affecting any Outstanding Bonds Similarly Secured in any material respect; (iii) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Indenture, or in regard to questions arising under this Indenture, as the City and the Trustee may deem necessary or desirable and not inconsistent with this Indenture, and that shall not adversely affect the rights of the Owners of the Bonds Similarly Secured; (iv) to provide for the issuance of Refunding Bonds as set forth in Section 13.2 hereof; and (v) to make such additions, deletions or modifications as may be necessary or desirable to assure exemption from federal income taxation of interest on the Bonds Similarly Secured. (c) Any modification or amendment made pursuant to Section 10.1(b) shall not be subject to the notice procedures specified in Section 10.3 below. (d) Notwithstanding the above, no Supplemental Indenture under subsections (a) or (b)(i), (b)(ii), (b)(iii), (b)(v) of this Section shall be effective unless the City first delivers to the Trustee an opinion of Bond Counsel to the effect that such amendment is permitted and will not adversely affect the: (i) interest of the Owners in any material respect, or(ii) exclusion of interest on any Bond Similarly Secured from gross income for purposes of federal income taxation. Section 10.2. Owners' Meetings. The City may at any time call a meeting of the Owners of the Bonds Similarly Secured. In such event the City is authorized to fix the time and place of said meeting and to provide for the giving of notice thereof, and to fix and adopt rules and regulations for the conduct of said meeting. 139199012.11 - 50 - Section 10.3. Procedure for Amendment with Written Consent of Owners. The City and the Trustee may at any time adopt a Supplemental Indenture amending the provisions of the Bonds Similarly Secured or of this Indenture, to the extent that such amendment is permitted by Section 10.1 herein, to take effect when and as provided in this Section. A copy of such Supplemental Indenture, together with a request to Owners for their consent thereto, shall be mailed by first-class mail, by the Trustee to each Owner of Bonds Similarly Secured from whom consent is required under this Indenture, but failure to mail copies of such Supplemental Indenture and request shall not affect the validity of the Supplemental Indenture when assented to as in this Section provided. Such Supplemental Indenture shall not become effective unless there shall be filed with the Trustee the written consents of the Owners as required by this Indenture and a notice shall have been mailed as hereinafter in this Section provided and the City or Bond Counsel, acting on the City's behalf, has delivered to the Trustee an opinion of Bond Counsel to the effect that such amendment is permitted and will not adversely affect the exclusion of interest on any Bond from gross income for purposes of federal income taxation. Each such consent shall be effective only if accompanied by proof of ownership of the Bonds Similarly Secured for which such consent is given, which proof shall be such as is permitted by Section 11.6 herein. Any such consent shall be binding upon the Owner of the Bonds Similarly Secured giving such consent and on any subsequent Owner (whether or not such subsequent Owner has notice thereof), unless such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing such revocation with the Trustee prior to the date when the notice hereinafter in this Section provided for has been mailed. After the Owners of the required percentage of Bonds Similarly Secured shall have filed their consents to the Supplemental Indenture, the City shall mail a notice to the Owners in the manner hereinbefore provided in this Section for the mailing of the Supplemental Indenture, stating in substance that the Supplemental Indenture has been consented to by the Owners of the required percentage of Bonds Similarly Secured and will be effective as provided in this Section (but failure to mail copies of said notice shall not affect the validity of the Supplemental Indenture or consents thereto). Proof of the mailing of such notice shall be filed with the Trustee. A record, consisting of the papers required by this Section 10.3 to be filed with the Trustee, shall be proof of the matters therein stated until the contrary is proved. The Supplemental Indenture shall become effective upon the filing with the Trustee of the proof of mailing of such notice, and the Supplemental Indenture shall be deemed conclusively binding (except as otherwise hereinabove specifically provided in this Article) upon the City and the Owners of all Bonds Similarly Secured at the expiration of sixty (60) days after such filing, except in the event of a final decree of a court of competent jurisdiction setting aside such consent in a legal action or equitable proceeding for such purpose commenced within such sixty-day period; provided, however, that the Trustee during such sixty day period and any such further period during which any such action or proceeding may be pending shall be entitled in its sole discretion to take such action, or to refrain from taking such action, with respect to such Supplemental Indenture, as it may deem expedient; provided, further, that the Trustee shall have no obligation to take or refrain from taking any such action and the Trustee shall have no liability with respect to any action taken or any instance of inactions. Section 10.4. Effect of Supplemental Indenture. From and after the time any Supplemental Indenture becomes effective pursuant to this Article X, this Indenture shall be deemed to be modified and amended in accordance therewith, 139199012.11 - 51 - the respective rights, duties, and obligations under this Indenture of the City, the Trustee and all Owners of Outstanding Bonds Similarly Secured shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such Supplemental Indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes. Section 10.5. Endorsement or Replacement of Bonds Similarly Secured Issued After Amendments. The City may determine that Bonds Similarly Secured issued and delivered after the effective date of any action taken as provided in this Article X shall bear a notation, by endorsement or otherwise, in form approved by the City, as to such action. In that case, upon demand of the Owner of any Bond Similarly Secured Outstanding at such effective date and presentation of his Bond Similarly Secured for that purpose at the designated office of the Trustee or at such other office as the City may select and designate for that purpose, a suitable notation shall be made on such Bond Similarly Secured. The City may determine that new Bonds Similarly Secured, so modified as in the opinion of the City is necessary to conform to such Owners' action, shall be prepared, executed, and delivered. In that case, upon demand of the Owner of any Bonds Similarly Secured then Outstanding, such new Bonds Similarly Secured shall be exchanged at the designated office of the Trustee without cost to any Owner, for Bonds Similarly Secured then Outstanding, upon surrender of such Bonds Similarly Secured. Section 10.6. Amendatory Endorsement of Bonds Similarly Secured. The provisions of this Article X shall not prevent any Owner from accepting any amendment as to the particular Bonds Similarly Secured held by such Owner, provided that due notation thereof is made on such Bonds Similarly Secured. Section 10.7. Waiver of Default With the written consent of at least a majority in aggregate principal amount of the Bonds Similarly Secured then Outstanding, the Owners may waive non-compliance by the City with certain past defaults under the Indenture and their consequences. Any such consent shall be conclusive and binding upon the Owners and upon all future Owners. Section 10.8. Execution of Supplemental Indenture. In executing, or accepting the additional trusts created by, any Supplemental Indenture permitted by this Article or the modification thereby of the trusts created by this Indenture, the Trustee shall receive, and shall be fully protected in relying upon, an opinion of counsel addressed and delivered to the Trustee and the City stating that the execution of such Supplemental Indenture is permitted by and in compliance with this Indenture. The Trustee may, but shall not be obligated to, enter into any such Supplemental Indenture which affects the Trustee's own rights, duties and immunities under this Indenture. 139199012.11 - 52 - ARTICLE XI DEFAULT AND REMEDIES Section 11.1. Events of Default. (a) Each of the following occurrences or events shall be and is hereby declared to be an "Event of Default," to wit: (i) The failure of the City to deposit the Pledged Revenues to the Bond Pledged Revenue Account of the Pledged Revenue Fund; (ii) The failure of the City to enforce the collection of the Improvement Area#1 Assessments, including the prosecution of foreclosure proceedings; (iii) The failure to make payment of the principal of or interest on any of the Bonds Similarly Secured when the same becomes due and payable and such failure is not remedied within thirty (30) days; provided, however, that the payments are to be made only from Pledged Revenues or other funds currently available in the Pledged Funds and available to the City to make the payments; and (iv) Default in the performance or observance of any covenant, agreement or obligation of the City under this Indenture and the continuation thereof for a period of ninety (90) days after written notice to the City by the Trustee, or by the Owners of at least 25% of the aggregate Outstanding principal of the Bonds Similarly Secured with a copy to the Trustee, specifying such default and requesting that the failure be remedied. (b) Nothing in Section 11.1(a) will be an Event of Default if it is in violation of any applicable state law or court order. Section 11.2. Immediate Remedies for Default. (a) Subject to Article VIII, upon the happening and continuance of any of the Events of Default described in Section 11.1, the Trustee may, and at the written direction of the Owners of at least 25% of the Bonds Similarly Secured then Outstanding and its receipt of indemnity satisfactory to it, shall proceed against the City for the purpose of protecting and enforcing the rights of the Owners under this Indenture, by action seeking mandamus or by other suit, action, or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief to the extent permitted by Applicable Laws, including, but not limited to, the specific performance of any covenant or agreement contained herein, or injunction; provided, however, that no action for money damages against the City may be sought or shall be permitted. The Trustee retains the right to obtain the advice of counsel in its exercise of remedies of default. (b) THE PRINCIPAL OF THE BONDS SIMILARLY SECURED SHALL NOT BE SUBJECT TO ACCELERATION UNDER ANY CIRCUMSTANCES. (c) If the assets of the Trust Estate are sufficient to pay all amounts due with respect to all Outstanding Bonds Similarly Secured, in the selection of Trust Estate assets to be used in the payment of Bonds Similarly Secured due under this Article, the City shall determine, in its absolute discretion, and shall instruct the Trustee by City Certificate, which Trust Estate assets shall be applied to such payment and shall not be liable to any Owner or other Person by reason of such selection and application. In the event that the City shall fail to deliver to the Trustee such City Certificate, the Trustee shall select and liquidate or sell Trust Estate assets as provided 139199012.11 - 53 - in the following paragraph, and shall not be liable to any Owner, or other Person, or the City by reason of such selection, liquidation or sale. (d) Whenever moneys are to be applied pursuant to this Article XI, irrespective of and whether other remedies authorized under this Indenture shall have been pursued in whole or in part, the Trustee may cause any or all of the assets of the Trust Estate, including Investment Securities, to be sold. The Trustee may so sell the assets of the Trust Estate and all right, title, interest, claim and demand thereto and the right of redemption thereof, in one or more parts, at any such place or places, and at such time or times and upon such notice and terms as the Trustee may deem appropriate and as may be required by law and apply the proceeds thereof in accordance with the provisions of this Section. Upon such sale, the Trustee may make and deliver to the purchaser or purchasers a good and sufficient assignment or conveyance for the same, which sale shall be a perpetual bar both at law and in equity against the City, and all other Persons claiming such properties. No purchaser at any sale shall be bound to see to the application of the purchase money proceeds thereof or to inquire as to the authorization, necessity, expediency, or regularity of any such sale. Nevertheless, if so requested by the Trustee, the City shall ratify and confirm any sale or sales by executing and delivering to the Trustee or to such purchaser or purchasers all such instruments as may be necessary or, in the judgment of the Trustee, proper for the purpose which may be designated in such request. Section 11.3. Restriction on Owner's Action. (a) No Owner shall have any right to institute any action, suit or proceeding at law or in equity for the enforcement of this Indenture or for the execution of any trust thereof or any other remedy hereunder, unless (i) a default has occurred and is continuing of which the Trustee has been notified in writing, (ii) such default has become an Event of Default and the Owners of not less than 25% of the aggregate principal amount of the Bonds Similarly Secured then Outstanding have made written request to the Trustee and offered it reasonable opportunity either to proceed to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name, (iii) the Owners have furnished to the Trustee indemnity as provided in Section 9.2 herein, (iv) the Trustee has for ninety (90) days after such notice failed or refused to exercise the powers hereinbefore granted, or to institute such action, suit, or proceeding in its own name, (v) no direction inconsistent with such written request has been given to the Trustee during such 90-day period by the Owners of at least a majority of the aggregate principal amount of the Bonds Similarly Secured then Outstanding, and (vi) notice of such action, suit, or proceeding is given to the Trustee; however, no one or more Owners of the Bonds Similarly Secured shall have any right in any manner whatsoever to affect, disturb, or prejudice this Indenture by its, his or their action or to enforce any right hereunder except in the manner provided herein, and that all proceedings at law or in equity shall be instituted and maintained in the manner provided herein and for the equal benefit of the Owners of all Bonds Similarly Secured then Outstanding. The notification, request and furnishing of indemnity set forth above shall, at the option of the Trustee, be conditions precedent to the execution of the powers and trusts of this Indenture and to any action or cause of action for the enforcement of this Indenture or for any other remedy hereunder. (b) Subject to Article VIII, nothing in this Indenture shall affect or impair the right of any Owner to enforce, by action at law, payment of any Bond Similarly Secured at and after the maturity thereof, or on the date fixed for redemption or the obligation of the City to pay each Bond Similarly Secured issued hereunder to the respective Owners thereof at the time and place, from the source and in the manner expressed herein and in the Bonds Similarly Secured. 139199012.11 - 54 - (c) In case the Trustee or any Owners shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee or any Owners, then and in every such case the City, the Trustee and the Owners shall be restored to their former positions and rights hereunder, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken. Section 11.4. Application of Revenues and Other Moneys After Default. (a) All moneys, securities, funds and Pledged Revenues and other assets of the Trust Estate and the income therefrom received by the Trustee pursuant to any right given or action taken under the provisions of this Article shall, after payment of the cost and expenses of the proceedings resulting in the collection of such amounts, the expenses (including its counsel), liabilities, and advances incurred or made by the Trustee, and the fees of the Trustee in carrying out this Indenture, during the continuance of an Event of Default, notwithstanding Section 11.2 hereof, shall be applied by the Trustee, on behalf of the City, to the payment of interest and principal or Redemption Price then due on Bonds Similarly Secured, as follows: FIRST: To the payment to the Owners entitled thereto all installments of interest then due in the direct order of maturity of such installments, and, if the amount available shall not be sufficient to pay in full any installment, then to the payment thereof ratably, according to the amounts due on such installment, to the Owners entitled thereto, without any discrimination or preference; and SECOND: To the payment to the Owners entitled thereto of the unpaid principal of Outstanding Bonds Similarly Secured, or Redemption Price of any Bonds Similarly Secured which shall have become due, whether at maturity or by call for redemption, in the direct order of their due dates and, if the amounts available shall not be sufficient to pay in full all the Bonds Similarly Secured due on any date, then to the payment thereof ratably, according to the amounts of principal due and to the Owners entitled thereto, without any discrimination or preference. Within ten (10) days of receipt of such good and available funds, the Trustee may fix a record and payment date for any payment to be made to Owners pursuant to this Section 11.4. (b) In the event funds are not adequate to cure any of the Events of Default described in Section 11.1, the available funds shall be allocated to the Bonds Similarly Secured that are Outstanding in proportion to the quantity of Bonds Similarly Secured that are currently due and in default under the terms of this Indenture. (c) The restoration of the City to its prior position after any and all defaults have been cured, as provided in Section 11.3, shall not extend to or affect any subsequent default under this Indenture or impair any right consequent thereon. Section 11.5. Effect of Waiver. No delay or omission of the Trustee, or any Owner, to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy given by this Indenture to the Trustee or the Owners, respectively, may be exercised from time to time and as often as may be deemed expedient. 139199012.11 - 55 - Section 11.6. Evidence of Ownership of Bonds Similarly Secured. (a) Any request, consent, revocation of consent or other instrument which this Indenture may require or permit to be signed and executed by the Owners of Bonds Similarly Secured may be in one or more instruments of similar tenor, and shall be signed or executed by such Owners in person or by their attorneys duly appointed in writing. Proof of the execution of any such instrument, or of any instrument appointing any such attorney, or the holding by any Person of the Bonds Similarly Secured shall be sufficient for any purpose of this Indenture (except as otherwise herein expressly provided) if made in the following manner: (i) The fact and date of the execution of such instruments by any Owner of Bonds Similarly Secured or the duly appointed attorney authorized to act on behalf of such Owner may be provided by a guarantee of the signature thereon by a bank or trust company or by the certificate of any notary public or other officer authorized to take acknowledgments of deeds, that the Person signing such request or other instrument acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. Where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such signature guarantee, certificate, or affidavit shall also constitute sufficient proof of his authority. (ii) The ownership of Bonds Similarly Secured and the amount, numbers and other identification and date of holding the same shall be proved by the Register. (b) Except as otherwise provided in this Indenture with respect to revocation of a consent, any request or consent by an Owner of Bonds Similarly Secured shall bind all future Owners of the same Bonds Similarly Secured in respect of anything done or suffered to be done by the City or the Trustee in accordance therewith. Section 11.7. No Acceleration. In the event of the occurrence of an Event of Default under Section 11.1 hereof, the right of acceleration of any Stated Maturity is not granted as a remedy hereunder and the right of acceleration under this Indenture is expressly denied. Section 11.8. Mailing of Notice. Any provision in this Article for the mailing of a notice or other document to Owners shall be fully complied with if it is mailed, first-class, postage prepaid, only to each Owner at the address appearing upon the Register. Section 11.9. Exclusion of Bonds Similarly Secured. Bonds Similarly Secured owned or held by or for the account of the City will not be deemed Outstanding for the purpose of consent or other action or any calculation of Outstanding Bonds Similarly Secured provided for in this Indenture, and the City shall not be entitled with respect to such Bonds Similarly Secured to give any consent or take any other action provided for in this Indenture. 139199012.11 - 56 - Section 11.10. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Trustee or to the Owners is intended to be exclusive of any other remedy and each and every such remedy shall be cumulative and shall be in addition to any other remedy given hereunder or now or hereafter existing at law or in equity, by statute or by contract. Section 11.11. Direction by Owners. Anything herein to the contrary notwithstanding, the Owners of at least 25% of the aggregate outstanding principal of the Bonds shall have the right by an instrument in writing executed and delivered to the Trustee, to direct the choice of remedies and the time, method, and place of conducting a proceeding for any remedy available to the Trustee hereunder, under each Supplemental Indenture, or otherwise, or exercising any trust or power conferred upon the Trustee, including the power to direct or withhold directions with respect to any remedy available to the Trustee or the Owners, provided, (i) such direction shall not be otherwise than in accordance with Applicable Laws and the provisions hereof, (ii) that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and (iii) that the Trustee shall have the right to decline to follow any such direction which, in the opinion of the Trustee, would be unjustly prejudicial to Owners not parties to such direction. ARTICLE XI GENERAL COVENANTS AND REPRESENTATIONS Section 12.1. Representations as to Trust Estate. (a) The City represents and warrants that it is authorized by Applicable Laws to authorize and issue the Bonds Similarly Secured, to execute and deliver this Indenture and to pledge the Trust Estate in the manner and to the extent provided in this Indenture, and that the Pledged Revenues and the Trust Estate are and will be and remain free and clear of any pledge, lien, charge, or encumbrance thereon or with respect thereto prior to, or of equal rank with, the pledge and lien created in or authorized by this Indenture except as expressly provided herein. (b) The City shall at all times, to the extent permitted by Applicable Laws, defend, preserve and protect the pledge of the Trust Estate and all the rights of the Owners and the Trustee, under this Indenture against all claims and demands of all Persons whomsoever. (c) The City will take all steps reasonably necessary and appropriate, and will direct the Trustee to take all steps reasonably necessary and appropriate, to collect all delinquencies in the collection of the Improvement Area #1 Assessments and any other amounts pledged to the payment of the Bonds Similarly Secured to the fullest extent permitted by the PID Act and other Applicable Laws. (d) To the extent permitted by law, notice of the Improvement Area #1 Annual Installments shall be sent by, or on behalf of the City, to the affected property owners on the same statement or such other mechanism that is used by the City, so that such Improvement Area #1 Annual Installments are collected simultaneously with ad valorem taxes and shall be subject to the same penalties, procedures, and foreclosure sale in case of delinquencies as are provided for ad valorem taxes of the City. 139199012.11 - 57 - Section 12.2. Accounts, Periodic Reports and Certificates. The Trustee shall keep or cause to be kept proper books of record and account (separate from all other records and accounts) in which complete and correct entries shall be made of its transactions relating to the Funds and Accounts established by this Indenture and which shall at all times be subject to inspection by the City, and the Owner or Owners of not less than 10% in principal amount of any Bonds Similarly Secured then Outstanding or their representatives duly authorized in writing. Section 12.3. General. The City shall do and perform or cause to be done and performed all acts and things required to be done or performed by or on behalf of the City under the provisions of this Indenture. ARTICLE XIII SPECIAL COVENANTS Section 13.1. Further Assurances; Due Performance. (a) At any and all times the City will duly execute, acknowledge and deliver, or will cause to be done, executed and delivered, all and every such further acts, conveyances, transfers, and assurances in a manner as the Trustee shall reasonably require for better conveying, transferring, pledging, and confirming unto the Trustee, all and singular, the revenues, Funds, Accounts and properties constituting the Pledged Revenues, and the Trust Estate hereby transferred and pledged, or intended so to be transferred and pledged. (b) The City will duly and punctually keep, observe and perform each and every term, covenant and condition on its part to be kept, observed and performed, contained in this Indenture. Section 13.2. Additional Obligations or Other Liens; Refunding Bonds. (a) The City reserves the right to issue Additional Obligations under other indentures, assessment ordinances, or similar agreements or other obligations which do not constitute or create a lien on the Trust Estate and are not payable from Pledged Revenues or any portion of the Trust Estate. Additionally, the City has reserved the right to issue bonds or other obligations secured by and payable from Pledged Revenues so long as such pledge is subordinate to the pledge of Pledged Revenues securing payment of the Bonds Similarly Secured. (b) Other than Refunding Bonds issued to refund all or a portion of the Bonds, the City will not create or voluntarily permit to be created any debt, lien or charge on any portion of the Trust Estate, and will not cause or allow any matter or things whereby the lien of this Indenture or the priority hereof might or could be lost or impaired, and further covenants that it will pay or cause to be paid or will make adequate provisions for the satisfaction and discharge of all lawful claims and demands which if unpaid might by law be given precedence over or any equality with this Indenture as a lien or charge upon the Trust Estate; provided, however, that nothing in this Section shall require the City to apply, discharge, or make provision for any such lien, charge, claim, or demand so long as the validity thereof shall be contested by it in good faith, unless thereby, in the opinion of Bond Counsel or counsel to the Trustee, the same would endanger the security for the Bonds. 139199012.11 - 58 - (c) The City reserves the right to issue Refunding Bonds, the proceeds of which would be utilized to refund all or any portion of the Outstanding Bonds Similarly Secured or Outstanding Refunding Bonds and to pay all costs incident to the Refunding Bonds, as authorized by the laws of the State, and in accordance with the conditions set forth below: (i) The principal of all Refunding Bonds must (i) be scheduled to be paid, (ii) be subject to mandatory sinking fund redemption or (iii) mature, on September 15 of the years in which such principal (i) is scheduled to be paid, (ii) is subject to mandatory sinking fund redemption or (iii) matures. All Refunding Bonds must bear interest at a fixed rate and any interest payment dates for Refunding Bonds must be March 15 and September 15. The date, rate or rates of interest on, interest payment dates, maturity dates, redemption and all other terms and provisions of Refunding Bonds shall be set forth in a Supplemental Indenture; and (ii) Upon their authorization by the City, the Refunding Bonds of a Series issued under this Section 13.2 shall be issued and shall be delivered to the purchasers or owners thereof, but before, or concurrently with, the delivery of said Refunding Bonds to such purchasers or owners there shall have been filed with the Trustee(1) a copy, certified by the City Secretary of the City, of the ordinance or ordinances of the City authorizing the issuance, sale, execution and delivery of the Refunding Bonds and the execution and delivery of a Supplemental Indenture establishing, among other things, the date, rate or rates of interest on, interest payment dates, maturity dates, redemption and all other terms and provisions of such Refunding Bonds, and (2) an original executed counterpart of the Supplemental Indenture for such Refunding Bonds. Section 13.3. Books of Record. (a) The City shall cause to be kept full and proper books of record and accounts, in which full, true and proper entries will be made of all dealing, business and affairs of the City, which relate to the Pledged Revenues, the Pledged Funds, the Trust Estate, and the Bonds Similarly Secured. (b) The Trustee shall have no responsibility with respect to the financial and other information received by it pursuant to this Section 13.3 except to receive and retain same, subject to the Trustee's document retention policies, and to distribute the same in accordance with the provisions of this Indenture. Specifically, but without limitation, the Trustee shall have no duty to review such information, is not considered to have notice of the contents of such information or a default based on such contents, and has no duty to verify the accuracy of such information. ARTICLE XIV PAYMENT AND CANCELLATION OF THE BONDS SIMILARLY SECURED AND SATISFACTION OF THE INDENTURE Section 14.1. Trust Irrevocable. The trust created by the terms and provisions of this Indenture is irrevocable until the Bonds Similarly Secured secured hereby are fully paid or provision is made for their payment as provided in this Article. 139199012.11 - 59 - Section 14.2. Satisfaction of Indenture. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Owners, principal of and interest on all of the Bonds Similarly Secured, at the times and in the manner stipulated in this Indenture, and all amounts due and owing with respect to the Bonds Similarly Secured have been paid or provided for, then the pledge of the Trust Estate and all covenants, agreements, and other obligations of the City to the Owners of such Bonds Similarly Secured, shall thereupon cease, terminate, and become void and be discharged and satisfied. In such event, the Trustee shall execute and deliver to the City copies of all such documents as it may have evidencing that principal of and interest on all of the Bonds Similarly Secured has been paid so that the City may determine if the Indenture is satisfied; if so, the Trustee shall pay over or deliver all moneys held by it in the in Funds and Accounts held hereunder to the Person entitled to receive such amounts, or, if no Person is entitled to receive such amounts, then to the City. Section 14.3. Bonds Similarly Secured Deemed Paid. All Outstanding Bonds Similarly Secured shall, prior to the Stated Maturity or redemption date thereof be deemed to have been paid and to no longer be deemed Outstanding if(i) in case any such Bonds Similarly Secured are to be redeemed on any date prior to their Stated Maturity, the Trustee shall have given notice of redemption on said date as provided herein, (ii) there shall have been deposited with the Trustee either moneys in an amount which shall be sufficient, or Defeasance Securities the principal of and the interest on which when due will provide moneys which, together with any moneys deposited with the Trustee for such purpose, shall be sufficient to pay when due the principal of and interest on of the Bonds Similarly Secured to become due on such Bonds Similarly Secured on and prior to the redemption date or maturity date thereof, as the case may be, (iii) the Trustee shall have received a report by an independent certified public accountant or other third-party selected by the City verifying the sufficiency of the moneys and/or Defeasance Securities deposited with the Trustee to pay when due the principal of and interest on of the Bonds Similarly Secured to become due on such Bonds Similarly Secured on and prior to the redemption date or maturity date thereof, as the case may be, and (iv) if any Bonds Similarly Secured are then rated, the Trustee shall have received written confirmation from each rating agency then publishing a rating on such Bonds Similarly Secured that such deposit will not result in the reduction or withdrawal of the rating on such Bonds Similarly Secured. Neither Defeasance Securities nor moneys deposited with the Trustee pursuant to this Section nor principal or interest payments on any such Defeasance Securities shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal of and interest on the Bonds Similarly Secured. Any cash received from such principal of and interest on such Defeasance Securities deposited with the Trustee, if not then needed for such purpose, shall, be reinvested in Defeasance Securities as directed in writing by the City maturing at times and in amounts sufficient to pay when due the principal of and interest on the Bonds Similarly Secured on and prior to such redemption date or maturity date thereof, as the case may be. Any payment for Defeasance Securities purchased for the purpose of reinvesting cash as aforesaid shall be made only against delivery of such Defeasance Securities. ARTICLE XV MISCELLANEOUS Section 15.1. Benefits of Indenture Limited to Parties. Nothing in this Indenture, expressed or implied, is intended to give to any Person other than the City, the Trustee and the Owners, any right, remedy, or claim under or by reason of this 139199012.11 - 60 - Indenture. Any covenants, stipulations, promises or agreements in this Indenture by and on behalf of the City shall be for the sole and exclusive benefit of the Owners and the Trustee. Section 15.2. Successor is Deemed Included in All References to Predecessor. Whenever in this Indenture or any Supplemental Indenture either the City or the Trustee is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Indenture contained by or on behalf of the City or the Trustee shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. Section 15.3. Execution of Documents and Proof of Ownership by Owners. Any request, declaration, or other instrument which this Indenture may require or permit to be executed by Owners may be in one or more instruments of similar tenor, and shall be executed by Owners in person or by their attorneys duly appointed in writing. Except as otherwise herein expressly provided, the fact and date of the execution by any Owner or his attorney of such request, declaration, or other instrument, or of such writing appointing such attorney, may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the Person signing such request, declaration, or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. Except as otherwise herein expressly provided, the ownership of registered Bonds Similarly Secured and the amount, maturity, number, and date of holding the same shall be proved by the Register. Any request, declaration or other instrument or writing of the Owner of any Bond Similarly Secured shall bind all future Owners of such Bond Similarly Secured in respect of anything done or suffered to be done by the City or the Trustee in good faith and in accordance therewith. Section 15.4. Waiver of Personal Liability. No member, officer, agent, or employee of the City shall be individually or personally liable for the payment of the principal of, or interest or any premium on, the Bonds Similarly Secured; but nothing herein contained shall relieve any such member, officer, agent, or employee from the performance of any official duty provided by law. Section 15.5. Notices to and Demands on City and Trustee. (a) Except as otherwise expressly provided in this Indenture, all notices or other instruments required or permitted under this Indenture, including any City Certificate, shall be in writing and shall be telexed, cabled, delivered by hand, mailed by first-class mail, postage prepaid, or transmitted by facsimile or e-mail and addressed as follows: If to the City: City of Corpus Christi, Texas 1200 Leopard Street Corpus Christi, Texas 78401 139199012.11 - 61 - Attn: City Manager With a copy to: P3 Works, LLC Attn: Mary V. Petty, Managing Partner 9284 Huntington Square North Richland Hills, Texas 76182 Phone No.: 817.393.0353 Email: Admin@P3-Works.com If to the Trustee BOKF, NA or the Paying Agent/Registrar: Attn: Rachel Roy 1401 McKinney Street, Suite 1000 Houston, Texas 77010 Fax No.: 713-470-5467 Email: rachel.roy(a)bankoftexas.com Any such notice, demand, or request may also be transmitted to the appropriate party by telephone and shall be deemed to be properly given or made at the time of such transmission if, and only if, such transmission of notice shall be confirmed in writing and sent as specified above. Any of such addresses may be changed at any time upon written notice of such change given to the other party by the party effecting the change. Notices and consents given by mail in accordance with this Section shall be deemed to have been given five Business Days after the date of dispatch; notices and consents given by any other means shall be deemed to have been given when received. (b) The Trustee shall mail to each Owner of a Bond Similarly Secured notice of (i) any substitution of the Trustee; or (ii) the redemption or defeasance of all Bonds Similarly Secured Outstanding. (c) The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions ("Instructions") given pursuant to this Indenture and delivered using Electronic Means ("Electronic Means" means the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder); provided, however, that the City shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions ("Authorized Officers") and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the City whenever a person is to be added or deleted from the listing. If the City elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee's understanding of such Instructions shall be deemed controlling. The City understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The City shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and the City and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by 139199012.11 - 62 - the City. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee's reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The City agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the City; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures. Section 15.6. Partial Invalidity. If any Section, paragraph, sentence, clause, or phrase of this Indenture shall for any reason be held illegal or unenforceable, such holding shall not affect the validity of the remaining portions of this Indenture. The City hereby declares that it would have adopted this Indenture and each and every other Section, paragraph, sentence, clause, or phrase hereof and authorized the issue of the Bonds Similarly Secured pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Indenture may be held illegal, invalid, or unenforceable. Section 15.7. Applicable Laws. This Indenture shall be governed by and enforced in accordance with the laws of the State of Texas applicable to contracts made and performed in the State of Texas. Section 15.8. Payment on Business Day. In any case where the date of the maturity of interest or of principal (and premium, if any) of the Bonds Similarly Secured or the date fixed for redemption of any Bonds Similarly Secured or the date any action is to be taken pursuant to this Indenture is other than a Business Day, the payment of interest or principal (and premium, if any) or the action need not be made on such date but may be made on the next succeeding day that is a Business Day with the same force and effect as if made on the date required and no interest shall accrue for the period from and after such date. Section 15.9. Counterparts. This Indenture may be executed in counterparts, each of which shall be deemed an original. Section 15.10. Verifications of Statutory Representations and Covenants. The Trustee makes the following representations and covenants pursuant to Chapter 2252, 2271, 2274, and 2276, Texas Government Code, as heretofore amended (the"Government Code"), in entering into this Indenture. As used in such verifications, "affiliate" means an entity that controls, is controlled by, or is under the common control with the Trustee within the meaning of SEC Rule 405, 17 C.F.R. Section 230.405, and exists to make a profit. Liability for breach of 139199012.11 - 63 - any such verification during the term of this Indenture shall survive until barred by the applicable statute of limitations, and shall not be liquidated or otherwise limited by any provision of this Indenture, notwithstanding anything in this Indenture to the contrary. (a) Not a Sanctioned Company. The Trustee 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, Government Code. The foregoing representation excludes the Trustee 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. (b) No Boycott of Israel. The Trustee 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 Indenture. As used in the foregoing verification, "boycott Israel" has the meaning provided in Section 2271.001, Government Code. (c) No Discrimination Against Firearm Entities. The Trustee 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 Indenture. As used in the foregoing verification, "discriminate against a firearm entity or firearm trade association" has the meaning provided in Section 2274.001(3), Government Code. (d) No Boycott of Energy Companies. The Trustee 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 Indenture. As used in the foregoing verification, "boycott energy companies" has the meaning provided in Section 2276.001(1), Government Code. 139199012.11 - 64 - IN WITNESS WHEREOF, the City and the Trustee have caused this Indenture of Trust to be executed all as of the date hereof. CITY OF CORPUS CHRISTI, TEXAS By: Mayor Attest: City Secretary [CITY SEAL] BOKF, NA, as Trustee By: Authorized Officer Signature Page to Indenture of Trust relating to CITY OF CORPUS CHRISTI, TEXAS SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 (WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 IMPROVEMENT AREA#1 PROJECT) EXHIBIT A Form of Bond (e) Form of Bond. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF TEXAS, THE CITY, OR ANY OTHER POLITICAL CORPORATION, SUBDIVISION OR AGENCY THEREOF, IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THIS BOND. REGISTERED REGISTERED No. $ United States of America State of Texas CITY OF CORPUS CHRISTI, TEXAS SPECIAL ASSESSMENT REVENUE BOND, SERIES 2024 (WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 IMPROVEMENT AREA#1 PROJECT) INTEREST RATE MATURITY DATE DATE OF DELIVERY CUSIP NUMBER % , 20_ The City of Corpus Christi, Texas (the "City"), for value received, hereby promises to pay, solely from the Trust Estate, to or registered assigns, on the Maturity Date, as specified above, the sum of DOLLARS unless this Bond shall have been sooner called for redemption and the payment of the principal hereof shall have been paid or provision for such payment shall have been made, and to pay interest on the unpaid principal amount hereof from the later of the Date of Delivery, as specified above, or the most recent Interest Payment Date to which interest has been paid or provided for until such principal amount shall have been paid or provided for, at the per annum rate of interest specified above, computed on the basis of a 360-day year of twelve 30-day months, such interest to be paid semiannually on March 15 and September 15 of each year, commencing March 15, 2025, until maturity or prior redemption. Capitalized terms appearing herein that are defined terms in the Indenture defined below, have the meanings assigned to them in the Indenture. Reference is made to the Indenture for such definitions and for all other purposes. The principal of this Bond shall be payable without exchange or collection charges in lawful money of the United States of America upon presentation and surrender of this Bond at the corporate trust office in Houston, Texas (the "Designated Payment/Transfer Office"), of BOKF, NA, as trustee and paying agent/registrar (the "Trustee", which term includes any successor trustee under the Indenture), or, with respect to a successor trustee and paying agent/registrar, at the Designated Payment/Transfer Office of such successor. Interest on this Bond is payable by check dated as of the Interest Payment Date, mailed by the Trustee to the registered owner at 139199012.11 A-1 the address shown on the registration books kept by the Trustee or by such other customary banking arrangements acceptable to the Trustee, requested by, and at the risk and expense of, the Person to whom interest is to be paid. For the purpose of the payment of interest on this Bond, the registered owner shall be the Person in whose name this Bond is registered at the close of business on the "Record Date," which shall be the fifteenth calendar day of the month next preceding such Interest Payment Date; provided, however, that in the event of nonpayment of interest on a scheduled Interest Payment Date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Trustee, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the "Special Payment Date," which shall be 15 days after the Special Record Date) shall be sent at least five Business Days prior to the Special Record Date by United States mail, first-class, postage prepaid, to the address of each Owner of a Bond appearing on the books of the Trustee at the close of business on the last Business Day preceding the date of mailing such notice. If a date for the payment of the principal of or interest on the Bonds is a Saturday, Sunday, legal holiday, or a day on which banking institutions in the city in which the Designated Payment/Transfer Office is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding Business Day, and payment on such date shall have the same force and effect as if made on the original date payment was due. This Bond is one of a duly authorized issue of assessment revenue bonds of the City having the designation specified in its title (herein referred to as the "Bonds"), dated October 31, 2024 and issued in the aggregate principal amount of$_,_,_ and issued, with the limitations described herein, pursuant to an Indenture of Trust, dated as of October 1, 2024 (the"Indenture"), by and between the City and the Trustee, to which Indenture reference is hereby made for a description of the amounts thereby pledged and assigned, the nature and extent of the lien and security, the respective rights thereunder to the holders of the Bonds, the Trustee, and the City, and the terms upon which the Bonds are, and are to be, authenticated and delivered and by this reference to the terms of which each holder of this Bond hereby consents. All Bonds issued under the Indenture are equally and ratably secured by the amounts thereby pledged and assigned. The Bonds are being issued for the purpose of (i) paying a portion of the Actual Costs of the Improvement Area #1 Improvements, (ii) funding a reserve fund for payment of principal and interest on the Bonds Similarly Secured, (iii) paying a portion of the costs incidental to the organization and administration of the District, and (iv) paying costs of issuance of the Bonds. The Bonds are limited obligations of the City payable solely from the Trust Estate as defined in the Indenture. Reference is hereby made to the Indenture, copies of which are on file with and available upon request from the Trustee, for the provisions, among others, with respect to the nature and extent of the duties and obligations of the City, the Trustee and the Owners. The Owner of this Bond, by the acceptance hereof, is deemed to have agreed and consented to the terms, conditions and provisions of the Indenture. Notwithstanding any provision hereof, the Indenture may be released and the obligation of the City to make money available to pay this Bond may be defeased by the deposit of money and/or certain direct or indirect Defeasance Securities sufficient for such purpose as described in the Indenture. The Bonds are issuable as fully registered bonds only in Authorized Denominations, subject to the provisions of the Indenture authorizing redemption in denominations of $100,000 and any multiple of$1,000 in excess thereof. Improvement Area#1 Indenture of Trust 139199012.11 A-2 The Bonds are subject to sinking fund redemption prior to their respective maturities and will be redeemed by the City in part at a price equal to the principal amount thereof plus accrued and unpaid interest thereon to the date set for redemption from moneys available for such purpose in the Redemption Fund pursuant to Article VI of the Indenture, on the dates and in the Sinking Fund Installment amounts as set forth in the following schedule: Term Bonds Maturing , 20 Sinking Fund Redemption Date Installment ($) * maturity Term Bonds Maturing , 20 Sinking Fund Redemption Date Installment ($) * maturity Term Bonds Maturing , 20 Sinking Fund Redemption Date Installment ($) Improvement Area#1 Indenture of Trust 139199012.11 A-3 * maturity At least forty-five (45) days prior to each mandatory sinking fund redemption date, and subject to any prior reduction authorized by the Indenture, the Trustee shall select for redemption, pursuant to the provisions of the Indenture, a principal amount of Bonds of such maturity equal to the Sinking Fund Installments of such Bonds to be redeemed, shall call such Bonds for redemption on such scheduled mandatory sinking fund redemption date, and shall give notice of such redemption, as provided in the Indenture. The principal amount of Bonds required to be redeemed on any mandatory sinking fund redemption date shall be reduced, at the option of the City, by the principal amount of any Bonds of such maturity which, at least 45 days prior to the mandatory sinking fund redemption date (i) shall have been acquired by the City at a price not exceeding the principal amount of such Bonds plus accrued and unpaid interest to the date of purchase thereof, and delivered to the Trustee for cancellation, or (ii) shall have been redeemed pursuant to the optional redemption or extraordinary optional redemption and not previously credited to a sinking fund redemption. The City reserves the right and option to redeem Bonds maturing on or after September 15, 20 before their scheduled maturity dates, in whole or in part, on any date on or after September 15, 20_, such redemption date or dates to be fixed by the City, at the redemption price of par plus accrued interest to the date of redemption. Bonds are subject to extraordinary optional redemption prior to maturity in whole or in part, and in an amount and on a date specified in a City Certificate, at a redemption price equal to the principal amount of the Bonds called for redemption, plus accrued and unpaid interest to the date fixed for redemption, pursuant to the provisions of the Indenture, from amounts on deposit in the Redemption Fund as a result of Prepayments, other transfers to the Redemption Fund pursuant to the Indenture, or as a result of unexpended amounts transferred from the Project Fund as provided in the Indenture. The Trustee shall give notice of any redemption of Bonds by sending notice by United States mail, first-class, postage prepaid, not less than 30 days before the date fixed for redemption, to the Owner of each Bond (or part thereof) to be redeemed, at the address shown on the Register. The notice shall state the redemption date, the Redemption Price, the place at which the Bonds are to be surrendered for payment, and, if less than all the Bonds Outstanding are to be redeemed, an identification of the Bonds or portions thereof to be redeemed. Any notice so given shall be conclusively presumed to have been duly given, whether or not the Owner receives such notice. With respect to any optional redemption of the Bonds, unless the Trustee has received funds sufficient to pay the redemption price of the Bonds to be redeemed before giving of a notice of redemption, the notice may state the City may condition redemption on the receipt of such funds by the Trustee on or before the date fixed for the redemption, or on the satisfaction of any other prerequisites set forth in the notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption are not satisfied and sufficient funds are not received, the notice shall be of no force and effect, the City shall not redeem the Bonds, and the Trustee shall give notice, in the manner in which the notice of redemption was given, that the Bonds have not been redeemed. Improvement Area#1 Indenture of Trust 139199012.11 A-4 The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the City and the rights of the holders of the Bonds under the Indenture at any time Outstanding affected by such modification. The Indenture also contains provisions permitting the holders of specified percentages in aggregate principal amount of the Bonds at the time Outstanding, on behalf of the holders of all the Bonds, to waive compliance by the City with certain past defaults under the Bond Ordinance or the Indenture and their consequences. Any such consent or waiver by the holder of this Bond or any predecessor Bond evidencing the same debt shall be conclusive and binding upon such holder and upon all future holders thereof and of any Bond issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such consent or waiver is made upon this Bond. As provided in the Indenture, this Bond is transferable upon surrender of this Bond for transfer at the Designated Payment/Transfer Office, with such endorsement or other evidence of transfer as is acceptable to the Trustee, and upon delivery to the Trustee of such certifications and/or opinion of counsel as may be required under the Indenture for the transfer of this Bond. Upon satisfaction of such requirements, one or more new fully registered Bonds of the same Stated Maturity, of Authorized Denominations, bearing the same rate of interest, and for the same aggregate principal amount will be issued to the designated transferee or transferees. Neither the City nor the Trustee shall be required to issue, transfer or exchange any Bond called for redemption where such redemption is scheduled to occur within 45 calendar days of the transfer or exchange date; provided, however, such limitation shall not be applicable to an exchange by the registered owner of the uncalled principal balance of a Bond redeemed in part. The City, the Trustee, and any other Person may treat the Person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided (except interest shall be paid to the Person in whose name this Bond is registered on the Record Date or Special Record Date, as applicable) and for all other purposes, whether or not this Bond be overdue, and neither the City nor the Trustee shall be affected by notice to the contrary. NEITHER THE FULL FAITH AND CREDIT NOR THE GENERAL TAXING POWER OF THE CITY OF CORPUS CHRISTI, TEXAS, THE STATE OF TEXAS, OR ANY POLITICAL SUBDIVISION THEREOF, IS PLEDGED TO THE PAYMENT OF THE BONDS. IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond and the series of which it is a part is duly authorized by law; that all acts, conditions and things required to be done precedent to and in the issuance of the Bonds have been properly done and performed and have happened in regular and due time, form and manner, as required by law; and that the total indebtedness of the City, including the Bonds, does not exceed any Constitutional or statutory limitation. IN WITNESS WHEREOF, the City Council of the City has caused this Bond to be executed under the official seal of the City. Mayor, City of Corpus Christi, Texas City Secretary, City of Corpus Christi, Texas Improvement Area#1 Indenture of Trust 139199012.11 A-5 [City Seal] (f) Form of Comptroller's Registration Certificate. The following Registration Certificate of Comptroller of Public Accounts shall appear on the Initial Bond: REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER § OF PUBLIC ACCOUNTS § REGISTER NO. THE STATE OF TEXAS § I HEREBY CERTIFY THAT there is on file and of record in my office a certificate to the effect that the Attorney General of the State of Texas has approved this Bond, and that this Bond has been registered this day by me. WITNESS MY SIGNATURE AND SEAL OF OFFICE this Comptroller of Public Accounts of the State of Texas [SEAL] (g) Form of Certificate of Trustee. CERTIFICATE OF TRUSTEE It is hereby certified that this is one of the Bonds of the series of Bonds referred to in the within mentioned Indenture. BOKF, NA Houston, Texas, as Trustee DATED: By: Authorized Signatory (h) Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto (print or typewrite name, address and zip code of transferee): Improvement Area#1 Indenture of Trust 139199012.11 A-6 (Social Security or other identifying number: ) the within Bond and all rights hereunder and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration hereof, with full power of substitution in the premises. Date: Signature Guaranteed By: NOTICE: The signature on this Assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular and must be guaranteed in a manner acceptable to the Authorized Signatory Trustee. (i) The Initial Bond shall be in the form set forth in paragraphs (a) through (d) of this Exhibit A, except for the following alterations: (i) immediately under the name of the Bond the heading "INTEREST RATE" and "MATURITY DATE" shall both be completed with the expression "As Shown Below," and the reference to the "CUSIP NUMBER" shall be deleted; (ii) in the first paragraph of the Bond, the words "on the Maturity Date as specified above, the sum of DOLLARS' shall be deleted and the following will be inserted: "on in each of the years, in the principal installments and bearing interest at the per annum rates set forth in the following schedule: Years Principal Amount ($) Interest Rate MY (Information to be inserted from Section 3.2(a)(iii) hereof); and (iii) the Initial Bond shall be numbered T-1. Improvement Area#1 Indenture of Trust 139199012.11 A-7 EXHIBIT B BOND PURCHASE AGREEMENT 139198996.6/1 001 1 86793 B-1 Draft 10.01.2024 CITY OF CORPUS CHRISTI, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 (WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 IMPROVEMENT AREA#1 PROJECT) BOND PURCHASE AGREEMENT October 15, 2024 City of Corpus Christi, Texas 1201 Leopard Street Corpus Christi, Texas 78401 Ladies and Gentlemen: The undersigned, FMSbonds, Inc. (the "Underwriter"), offers to enter into this Bond Purchase Agreement (this "Agreement") with the City of Corpus Christi, Texas (the "City"), which will be binding upon the City and the Underwriter upon the acceptance of this Agreement by the City. This offer is made subject to its acceptance by the City by execution of this Agreement and its delivery to the Underwriter on or before 10:00 p.m., Central Time, on the date hereof and, if not so accepted, will be subject to withdrawal by the Underwriter upon written notice delivered to the City at any time prior to the acceptance hereof by the City. All capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Indenture (defined herein), between the City and BOKF, NA, as trustee (the "Trustee'), authorizing the issuance of*the Bonds (defined herein), and the Limited Offering Memorandum (defined herein). 1. Purchase and Sale of Bonds. Upon the terms and conditions and upon the basis of representations, warranties, and agreements hereinafter set forth, the Underwriter hereby agrees to purchase from the City, and the City hereby agrees to sell to the Underwriter, all (but not less than all) of the $ aggregate principal amount of the "City of Corpus Christi, Texas, Special Assessment Revenue Bonds, Series 2024 (Whitecap Public Improvement District No. 1 Improvement Area #1 Project)" (the "Bonds"), at a purchase price of $ (representing the aggregate principal amount of the Bonds, less an Underwriter's discount of$ ). Inasmuch as this purchase and sale represents a negotiated transaction, the City understands, and hereby confirms, that the Underwriter is not acting as a municipal advisor or fiduciary of the City (including, without limitation, a "municipal advisor" (as such term is defined in Section 975(e) of the Dodd Frank Wall Street Reform and Consumer Protection Act)), but rather is acting solely in its capacity as Underwriter for its own account. The City acknowledges and agrees that (i) the purchase and sale of the Bonds pursuant to this Agreement is an arm's length commercial transaction between the City and the Underwriter, (ii) in 1 4138-8404-1555.4 connection with the discussions, undertakings, and procedures leading up to the consummation of this transaction, the Underwriter is and has been acting solely as a principal and is not acting as the agent, municipal advisor, financial advisor, or fiduciary of the City, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the City with respect to the offering described herein or the discussions, undertakings, and procedures leading thereto (regardless of whether the Underwriter has provided other services or is currently providing other services to the City on other matters) and the Underwriter has no obligation to the City with respect to the offering described herein except the obligations expressly set forth in this Agreement, (iv) the City has consulted its own legal, financial and other advisors to the extent it has deemed appropriate, (v) the Underwriter has financial and other interests that differ from those of the City, and (vi) the Underwriter has provided to the City prior disclosures under Rule G-17 of the Municipal Securities Rulemaking Board ("MSRB"), which have been received by the City. The City further acknowledges and agrees that following the issuance and delivery of the Bonds, the Underwriter has indicated that it may have periodic discussions with the City regarding the expenditure of proceeds of the Bonds and the construction of the Improvement Area #1 Improvements financed with the Bonds and, in connection with such discussions, the Underwriter shall be acting solely as a principal and will not be acting as the agent or fiduciary, and will not be assuming an advisory or fiduciary responsibility in favor, of the City. The Bonds shall be dated October 1, 2024, but shall bear interest from the Closing Date, and shall have the maturities and redemption features, if any, and bear interest at the rates per annum shown on Schedule I hereto. Payment for and delivery of the Bonds, and the other actions described herein, shall take place on October 31, 2024 (or such other date as may be agreed to by the City and the Underwriter) (the"Closing Date"). 2. Authorization Instruments and Law. The Bonds were authorized by the Bond Ordinance enacted by the City Council of the City (the "City Council") on October 15, 2024, and shall be issued pursuant to the provisions of the PID Act and the Indenture of Trust, dated as of October 1, 2024, between the City and the Trustee, authorizing the issuance of the Bonds (the "Indenture"). The Bonds shall be substantially in the form described in, and shall be secured under the provisions of, the Indenture. The Bonds and interest thereon shall be secured by the Trust Estate consisting primarily of revenue from the Improvement Area #1 Assessments levied pursuant to the Assessment Ordinance, adopted by the City Council on February 20, 2024, against the Improvement Area#1 Assessed Property, all to the extent and subject to the conditions described in the Indenture. The District was established by a resolution (the "Creation Resolution"), enacted by the City Council on May 17, 2022, in accordance with the PID Act. The Service and Assessment Plan for the District was originally approved on February 20, 2024, and the Bond Ordinance approved an update to the Service and Assessment Plan in connection with the issuance of the Bonds. The Creation Resolution, the Assessment Ordinance, the Bond Ordinance, and the Indenture are collectively referred to herein as the "Authorizing Documents." The Bonds shall be as described in Schedule I attached hereto, the Indenture, and the Limited Offering Memorandum. The proceeds of the Bonds shall be used for the purposes described in the Limited Offering Memorandum under "PLAN OF FINANCE— The Bonds and 2 4138-8404-1555.4 the Reimbursement Agreement" and shall be generally applied as described in the Limited Offering Memorandum under"SOURCES AND USES OF FUNDS." 3. Initial Offering. The Underwriter agrees to make an initial offering of all of the Bonds in accordance with Section 4 hereof and to limit the initial offering of the Bonds to persons that qualify as "Accredited Investors" (as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended and as then in effect (the "Securities Act")) or "Qualified Institutional Buyers" (within the meaning of Rule 144A under the Securities Act). On or before the third (3rd) Business Day prior to the Closing Date, the Underwriter shall execute and deliver to Bond Counsel the Issue Price Certificate (as defined herein), in substantially the form attached hereto as Appendix B. 4. Establishment of Issue Price. a. The Underwriter agrees to assist the City in establishing the issue price of the Bonds and shall execute and deliver to the City on or before the third (3rd) Business Day prior to the Closing Date an "issue price" or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Appendix B (the "Issue Price Certificate"), with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the City under this Section to establish the issue price of the Bonds may be taken on behalf of the City by the City's Financial Advisor (defined herein) and any notice or report to be provided to the City may be provided to the Financial Advisor or to Bond Counsel. b. The Underwriter confirms that it has offered all the Bonds of each maturity to the public on or before the date of this Agreement at the respective offering price (the "initial offering price"), or at the corresponding yield or yields, set forth in Schedule I attached hereto, except as otherwise set forth therein. At or promptly after the execution of this Agreement, the Underwriter shall report to the City on Schedule A to the Issue Price Certificate the first price at which the Underwriter has sold to the public each maturity of Bonds and shall identify to the City on Schedule A to the Issue Price Certificate those maturities of the Bonds for which the 10% test has not been satisfied. If different interest coupons apply within a maturity, each separate CUSIP number within that maturity will be treated as a separate maturity for this purpose. C. The City and the Underwriter agree that the restrictions set forth in the next sentence shall apply to those maturities of the Bonds for which the 10% test has not been met as of the date of this Agreement, which will allow the City to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the "hold-the-offering-price rule"). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following: 3 4138-8404-1555.4 (i) the close of the fifth (5th)Business Day after the sale date; or (ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter shall promptly advise the City when the Underwriter has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public, if such sale occurs prior to the close of the fifth (5th) Business Day after the sale date. d. The Underwriter confirms that any selling group agreement and any retail distribution agreement, if applicable, relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such retail distribution agreement, as applicable, to (i) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public as set forth in the related pricing wires, and (ii) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. The City acknowledges that, in making the representation set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a retail distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold-the-offering- price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The City further acknowledges that the Underwriter shall be solely liable for its failure to comply with its agreement regarding the hold-the-offering-price rule, if applicable to the Bonds, and that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a retail distribution agreement, to comply with its corresponding agreement regarding the hold-the-offering-price rule if applicable to the Bonds. e. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section. Further, for purposes of this Section: (i) "public" means any person other than an underwriter or a related party to an underwriter; (ii) "underwriter" means (A) any person that agrees pursuant to a written contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person 4 4138-8404-1555.4 described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the public); (iii) a purchaser of any of the Bonds is a "related party" to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) at least 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and (iv) "sale date" means the date of execution of this Agreement by all parties. 5. Limited Offering Memorandum. a. Delivery of Limited Offering Memorandum. The City previously has delivered, or caused to be delivered, to the Underwriter the Preliminary Limited Offering Memorandum for the Bonds dated October 1, 2024 (the "Preliminary Limited Offering Memorandum"), in a "designated electronic format," as defined in the MSRB Rule G-32 ("Rule G-32"). The City will prepare, or cause to be prepared, a final Limited Offering Memorandum relating to the Bonds (as more particularly defined below, the "Limited Offering Memorandum") which will be (i) dated the date of this Agreement, (ii) complete within the meaning of the United States Securities and Exchange Commission's Rule 15c2-12, as amended ("Rule 15c2-12"), (iii) in a "designated electronic format," and (iv) substantially in the form of the most recent version of the Preliminary Limited Offering Memorandum provided to the Underwriter before the execution hereof, except for the inclusion of the information permitted to be excluded from the Preliminary Limited Offering Memorandum by Section (b)(1) of Rule 15c2-12. The Limited Offering Memorandum, including the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds are collectively referred to herein as the "Limited Offering Memorandum." Until the Limited Offering Memorandum has been prepared and is available for distribution, the City shall provide to the Underwriter, upon request, sufficient quantities (which may be in electronic format) of the Preliminary Limited Offering Memorandum as the Underwriter reasonably deems necessary to satisfy the obligation of the Underwriter under Rule 15c2-12 with respect to distribution to each potential customer. b. Preliminary Limited Offering Memorandum Deemed Final. The Preliminary Limited Offering Memorandum has been prepared for use by the 5 4138-8404-1555.4 Underwriter in connection with the public offering, sale, and distribution of the Bonds. The City hereby represents and warrants that the Preliminary Limited Offering Memorandum has been deemed "final" by the City as of its date, except for the omission of such information which is dependent upon the final pricing of the Bonds for completion, all as permitted to be excluded by Section (b)(1) of Rule 15c2-12. C. Use of Limited Offering Memorandum in Offering and Sale. The City hereby authorizes the Limited Offering Memorandum and the information therein contained to be used by the Underwriter in connection with the public offering and the sale of the Bonds. The City consents to the use by the Underwriter prior to the date hereof of the Preliminary Limited Offering Memorandum in connection with the public offering of the Bonds. The City shall provide, or cause to be provided, to the Underwriter as soon as practicable after the date of the City's acceptance of this Agreement (but, in any event, not later than the earlier of the Closing Date or seven (7) Business Days after the City's acceptance of this Agreement) copies of the Limited Offering Memorandum which is complete as of the date of its delivery to the Underwriter. The City shall provide the Limited Offering Memorandum, or cause the Limited Offering Memorandum to be provided, (i) in a "designated electronic format" consistent with the requirements of Rule G-32 and (ii) in a printed format in such quantity as the Underwriter shall reasonably request in order for the Underwriter to comply with Section (b)(4) of Rule 15c2-12 and the rules of the MSRB. d. Updating of Limited Offering Memorandum. If, after the date of this Agreement, up to and including the date the Underwriter is no longer required to provide a Limited Offering Memorandum to potential customers who request the same pursuant to Rule 15c2-12 (the earlier of (i) ninety (90) days from the "end of the underwriting period" (as defined in Rule 15c2-12) and (ii) the time when the Limited Offering Memorandum is available to any person from the MSRB, but in no case less than the twenty-fifth (25th) day after the "end of the underwriting period" for the Bonds), the City becomes aware of any fact or event which might or would cause the Limited Offering Memorandum, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Limited Offering Memorandum to comply with law, the City will promptly notify the Underwriter (and for the purposes of this clause provide the Underwriter with such information as it may from time to time reasonably request), and if, in the reasonable judgment of the Underwriter, such fact or event requires preparation and publication of a supplement or amendment to the Limited Offering Memorandum, the City will forthwith prepare and furnish, at no expense to the Underwriter (in a form and manner approved by the Underwriter), either an amendment or a supplement to the Limited Offering Memorandum so that the statements therein as so amended and supplemented will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or so that the Limited Offering Memorandum will comply with law; provided, however, that for all purposes of this Agreement and any certificate delivered by the City in accordance herewith, the City makes no representations with 6 4138-8404-1555.4 respect to the following information (collectively, the "Non-City Disclosures") (i) the descriptions in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum of The Depository Trust Company, New York, New York ("DTC"), or its book-entry-only system, and (ii) the information in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum in any maps therein or under the captions and subcaptions "PLAN OF FINANCE" (except for the information under the subcaption "— The Bonds and the Reimbursement Agreement"), "LIMITATIONS APPLICABLE TO INITIAL PURCHASERS," "BOOK-ENTRY ONLY SYSTEM," "THE IMPROVEMENT AREA 91 IMPROVEMENTS," "THE DEVELOPMENT," "THE DEVELOPER AND THE LANDOWNER," "THE ADMINISTRATOR," "APPRAISAL," `BONDHOLDERS' RISKS" (only as it pertains to the Developer, the Landowner (defined herein), the Improvement Area #1 Improvements, and the Development (defined in the Limited Offering Memorandum)), "LEGAL MATTERS — Litigation — The Developer and the Landowner," "CONTINUING DISCLOSURE — The Developer" and "— The Developer's Compliance with Prior Undertakings," "INFORMATION RELATING TO THE TRUSTEE," "APPENDIX E-2," and "APPENDIX H — Design Guidelines." If such notification shall be subsequent to the Closing (defined herein), the City, at no expense to the Underwriter, shall furnish such legal opinions, certificates, instruments, and other documents as the Underwriter may reasonably deem necessary to evidence the truth and accuracy of such supplement or amendment to the Limited Offering Memorandum. The City shall provide any such amendment or supplement or cause any such amendment or supplement to be provided, (i) in a "designated electronic format" consistent with the requirements of Rule G-32 and (ii) in a printed format in such quantity as the Underwriter shall reasonably request in order for the Underwriter to comply with Section (b)(4) of Rule 15c2-12 and the rules of the MSRB. e. Filing with MSRB. The Underwriter hereby agrees to timely file the Limited Offering Memorandum with the MSRB through its Electronic Municipal Market Access ("EMMA") system within one (1) Business Day after receipt but no later than the Closing Date. Unless otherwise notified in writing by the Underwriter, the City can assume that the "end of the underwriting period" for purposes of Rule 15c2-12 is the Closing Date. f. Limited Offering. The Underwriter hereby represents, warrants, and covenants that the Bonds were initially sold pursuant to a limited offering. The Bonds were sold to not more than thirty-five (35) persons that qualify as "Accredited Investors" (as defined in Rule 501 of Regulation D under the Securities Act) or "Qualified Institutional Buyers" (within the meaning of Rule 144A under the Securities Act). 6. City Representations, Warranties and Covenants. The City represents, warrants, and covenants that: a. Due Organization, Existence and Authority. The City is a political subdivision of the State of Texas (the "State"), and has, and at the Closing Date will have, full legal right, power, and authority: 7 4138-8404-1555.4 (i) to enter into and perform its duties and obligations under: (1) this Agreement; (2) the Indenture; (3) the Development Agreement Whitecap North Padre Island, between the City and the Developer, effective December 12, 2023 (the "Development Agreement"); (4) the PID Reimbursement Agreement Whitecap Public Improvement District No. 1, effective February 20, 2024, between the City and the Developer (the "PID Reimbursement Agreement"); and (5) the Continuing Disclosure Agreement of Issuer with respect to the Bonds, dated as of October 1, 2024 (the "Continuing Disclosure Agreement of Issuer"), executed and delivered by the City, P3Works, LLC, as Administrator, and BOKF, NA, as Dissemination Agent(the"Dissemination Agent"). (ii) to issue, sell, and deliver the Bonds to the Underwriter as provided herein; and (iii) to carry out and consummate the transactions on its part described in (1) the Authorizing Documents, (2) this Agreement, (3) the Development Agreement, (4) the PID Reimbursement Agreement, (5) the Continuing Disclosure Agreement of Issuer, (6) the Limited Offering Memorandum and (7) any other documents and certificates described in any of the foregoing (the documents described by subclauses (1) through (7) being referred to collectively herein as the "City Documents"). b. Due Authorization and Approval of City. By all necessary official action of the City, the City has duly authorized and approved the adoption or execution and delivery by the City of, and the performance by the City of the obligations on its part contained in, the City Documents and, as of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified, or rescinded, except as may have been approved by the Underwriter. When validly executed and delivered by the other parties thereto, the City Documents will constitute the legally valid and binding obligations of the City enforceable upon the City in accordance with their respective terms, except insofar as enforcement may be limited by principles of sovereign immunity, bankruptcy, insolvency, reorganization, moratorium, or similar laws or equitable principles relating to or affecting creditors' rights generally. The City has complied, and will at the Closing be in compliance, in all material respects, with the obligations on its part to be performed on or prior to the Closing Date under the City Documents. C. Due Authorization for Issuance of the Bonds. The City has duly authorized the issuance and sale of the Bonds pursuant to the Bond Ordinance, the 8 4138-8404-1555.4 Indenture, and the PID Act. The City has, and at the Closing will have, full legal right, power and authority (i) to enter into, execute, deliver, and perform its obligations under this Agreement and the other City Documents, (ii) to issue, sell and deliver the Bonds to the Underwriter pursuant to the Indenture, the Bond Ordinance, the PID Act, and as provided herein, and (iii) to carry out, give effect to and consummate the transactions on the part of the City described by the Bond Ordinance and the other City Documents. d. No Breach or Default. As of the time of acceptance hereof, and to the best of its knowledge, the City is not, and as of the Closing Date the City will not be, in breach of or default in any material respect under any applicable constitutional provision, law, or administrative rule or regulation of the State or the United States, or any applicable judgment or decree or any trust agreement, loan agreement, bond, note, resolution, ordinance, agreement, or other instrument related to the Bonds and to which the City is a party or is otherwise subject, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument which breach, default, or event could have a material adverse effect on the City's ability to perform its obligations under the Bonds or the City Documents; and, as of such times, the authorization, execution, and delivery of the Bonds and the City Documents and compliance by the City with the obligations on its part to be performed in each of such agreements or instruments does not and will not conflict with or constitute a breach of or default under any applicable constitutional provision, law, or any administrative rule or regulation of the State or the United States, or any applicable judgment, decree, license, permit, trust agreement, loan agreement, bond, note, resolution, ordinance, agreement, or other instrument to which the City (or any of its officers in their respective capacities as such) is subject, or by which it or any of its properties are bound, nor will any such authorization, execution, delivery, or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of its assets or properties or under the terms of any such law, regulation or instrument, except as may be permitted by the City Documents. e. No Litigation. At the time of acceptance hereof there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body (collectively and individually, an "Action") pending against the City with respect to which the City has been served with process, nor to the knowledge of the City is any Action threatened against the City, in which any such Action (i) in any way questions the existence of the City or the rights of the members of the City Council to hold their respective positions, (ii)in any way questions the formation or existence of the District, (iii) affects, contests or seeks to prohibit, restrain or enjoin the issuance or delivery of any of the Bonds, or the payment or collection of any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way contests or affects the validity of the City Documents or the consummation of the transactions on the part of the City described therein, or contests the exclusion of the interest on the Bonds from federal income taxation, or (iv) which may result in any material adverse change in the financial condition of the City; and, as of the time of acceptance hereof, to the City's knowledge, there is no basis for any action, suit, 9 4138-8404-1555.4 proceeding, inquiry, or investigation of the nature described in clauses (i) through (iv) of this sentence. f. Bonds Issued Pursuant to Indenture. The City represents that the Bonds, when issued, executed, and delivered in accordance with the Indenture and sold to the Underwriter as provided herein, will be validly issued and outstanding obligations of the City subject to the terms of the Indenture, entitled to the benefits of the Indenture and the security of a first lien on and pledge of the Trust Estate, all to the extent provided for in the Indenture. The Indenture creates a valid first lien on and pledge of the Trust Estate, consisting of certain revenues and the monies in certain funds and accounts established pursuant to the Indenture to the extent provided for in the Indenture, including the investments thereof, subject in all cases to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein. g. Improvement Area #1 Assessments. The Improvement Area #1 Assessments constituting the security for the Bonds have been levied by the City in accordance with the PID Act on those parcels of land identified in the Improvement Area #1 Assessment Roll. According to the PID Act, such Improvement Area#1 Assessments constitute a valid and legally binding first and prior lien against the Improvement Area#1 Assessed Property, superior to all other liens and claims, except liens or claims for state, county, school district, or municipal ad valorem taxes. h. Consents and Approvals. All authorizations, approvals, licenses, permits, consents, elections, and orders of or filings with any governmental authority, legislative body, board, agency, or commission having jurisdiction in the matters which are required by the Closing Date for the due authorization of, which would constitute a condition precedent to or the absence of which would adversely affect the due performance by the City of, its obligations in connection with the City Documents have been duly obtained or made and are in full force and effect, except the approval of the Bonds by the Attorney General of the State, registration of the Bonds by the Comptroller of Public Accounts of the State, and the approvals, consents and orders as may be required under Blue Sky or securities laws of any jurisdiction. i. Public Debt. Prior to the Closing, the City will not offer or issue any bonds, notes or other obligations for borrowed money or incur any material liabilities, direct or contingent, payable from or secured by a lien on and pledge of the Trust Estate which secures the Bonds without the prior approval of the Underwriter. j. Preliminary Limited Offering Memorandum. The information contained in the Preliminary Limited Offering Memorandum is true and correct in all material respects, and such information does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the City makes no representations with respect to the Non-City Disclosures. 10 4138-8404-1555.4 k. Limited Offerinz Memorandum. At the time of the City's acceptance hereof and (unless the Limited Offering Memorandum is amended or supplemented pursuant to paragraph (d) of Section 5 of this Agreement) at all times subsequent thereto during the period up to and including the twenty-fifth (25th) day subsequent to the "end of the underwriting period," the information contained in the Limited Offering Memorandum does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the City makes no representations with respect to the Non-City Disclosures; and further provided, however, that if the City notifies the Underwriter of any fact or event as required by Section 5(d) hereof, and the Underwriter determines that such fact or event does not require preparation and publication of a supplement or amendment to the Limited Offering Memorandum, then the Limited Offering Memorandum in its then-current form shall be conclusively deemed to be complete and correct in all material respects. 1. Supplements or Amendments to Limited Offering Memorandum. If the Limited Offering Memorandum is supplemented or amended pursuant to paragraph (d) of Section 5 of this Agreement, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto during the period up to and including the twenty-fifth (251h) day subsequent to the "end of the underwriting period," the Limited Offering Memorandum as so supplemented or amended will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that if the City notifies the Underwriter of any fact or event as required by Section 5(d) hereof, and the Underwriter determines that such fact or event does not require preparation and publication of a supplement or amendment to the Limited Offering Memorandum, then the Limited Offering Memorandum in its then- current form shall be conclusively deemed to be complete and correct in all material respects. M. Compliance with Rule 15c2-12. During the past five (5) years, the City has complied in all material respects with its previous continuing disclosure undertakings made by it in accordance with Rule 15c2-12, except as described in the Limited Offering Memorandum. n. Use of Bond Proceeds. The City will apply, or cause to be applied, the proceeds from the sale of the Bonds as provided in and subject to all of the terms and provisions of the Indenture and will not take or omit to take any action which action or omission will adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds. o. Blue Sky and Securities Laws and Regulations. The City will furnish such information and execute such instruments and take such action in cooperation with the Underwriter as the Underwriter may reasonably request, at no expense to the City, (i) to (y) qualify the Bonds for offer and sale under the Blue Sky or other securities laws and 11 4138-8404-1555.4 regulations of such states and other jurisdictions in the United States as the Underwriter may designate and (z) determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions and (ii) to continue such qualifications in effect so long as required for the initial distribution of the Bonds by the Underwriter (provided, however, that the City will not be required to qualify as a foreign corporation or to file any general or special consents to service of process under the laws of any jurisdiction) and will advise the Underwriter immediately of receipt by the City of any notification with respect to the suspension of the qualification of the Bonds for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose. P. Certificates of the City. Any certificate signed by any official of the City authorized to do so in connection with the transactions described in this Agreement shall be deemed a representation and/or warranty, as applicable in the legal context, by the City to the Underwriter as to the statements made therein and can be relied upon by the Underwriter as to the statements made therein. q. Intentional Actions Regarding Representations and Warranties. The City covenants that between the date hereof and the Closing it will not intentionally take actions which will cause the representations and warranties made in this Section to be untrue as of the Closing. r. Financial Advisor. The City has engaged Specialized Public Finance Inc. as its financial advisor (the "Financial Advisor") in connection with its offering and issuance of the Bonds. By delivering the Limited Offering Memorandum to the Underwriter, the City shall be deemed to have reaffirmed, with respect to the Limited Offering Memorandum, the representations, warranties, and covenants set forth above. 7. Developer's Letter of Representations, Landowner's Letter of Representations, and Closing Certificates. At the signing of this Agreement, the City and Underwriter shall receive from the Developer an executed Developer's Letter of Representations (the "Developer's Letter of Representations") in the form of Appendix A-1 hereto, and from the Landowner a Landowner's Letter of Representations (the "Landowner's Letter of Representations") in the form of Appendix A-2 hereto, and at the Closing, a certificate signed by the Developer as described in Section 10(e) hereof and set forth in Appendix E-1 hereto (the "Developer Closing Certificate"), and a certificate signed by the Landowner described in Section 10(e) hereof and set forth in Appendix E-2 hereto (the"Landowner Closing Certificate"). 8. The Closing. At 10:00 a.m., Central time, on the Closing Date, or at such other time or on such earlier or later Business Day as shall have been mutually agreed upon by the City and the Underwriter, (i)the City will deliver or cause to be delivered to DTC through its "FAST" System, the Bonds in the form of one fully registered Bond for each maturity, registered in the name of Cede & Co., as nominee for DTC, duly executed by the City and authenticated by the Trustee as provided in the Indenture, and (ii) the City will deliver the closing documents hereinafter mentioned to Norton Rose Fulbright US LLP ("Bond Counsel"), or a place to be mutually agreed upon by the City and the Underwriter. Settlement will be through the facilities 12 4138-8404-1555.4 of DTC. The Underwriter will accept delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof by wire transfer in federal funds payable to the order of the City or its designee. These payments and deliveries, together with the delivery of the aforementioned documents, are herein called the "Closing." The Bonds will be made available to the Underwriter or Underwriter's Counsel (as defined herein) for inspection not less than twenty- four(24) hours prior to the Closing. 9. Underwriter's Closing Conditions. The Underwriter has entered into this Agreement in reliance upon the representations and covenants herein, in the Developer's Letter of Representations, and the Landowner's Letter of Representations, and the performance by the City of its obligations under this Agreement, both as of the date hereof and as of the Closing Date. Accordingly, the Underwriter's obligations under this Agreement to purchase, accept delivery of, and pay for the Bonds shall be conditioned upon the performance by the City of its obligations to be performed hereunder at or prior to Closing and shall also be subject to the following additional conditions: a. Bring-Down Representations of the City. The representations and covenants of the City contained in this Agreement shall be true and correct in all material respects as of the date hereof and at the time of the Closing, as if made on the Closing Date. b. Executed Agreements and Performance Thereunder. At the time of the Closing: (i) the City Documents shall be in full force and effect, and shall not have been amended, modified, or supplemented except with the written consent of the Underwriter; (ii) the Authorizing Documents shall be in full force and effect; (iii) there shall be in full force and effect such other ordinances, resolutions, or actions of the City as, in the opinion of Bond Counsel and Underwriter's Counsel, shall be necessary on or prior to the Closing Date in connection with the transactions on the part of the City described in this Agreement and the City Documents; (iv) there shall be in full force and effect such other resolutions or actions of the Developer as, in the opinion of The Watson Firm and Shupe Ventura, PLLC (together, "Developer's Counsel"), shall be necessary on or prior to the Closing Date in connection with the transactions on the part of the Developer described in the Developer's Letter of Representations, the Development Agreement, the PID Reimbursement Agreement, the Development and Management Agreement, dated December 6, 2021, executed and delivered by the Developer and the Landowner (the "Development and Management Agreement"), the Flow of Funds Agreement, dated as of September 19, 2024, executed and delivered by the Developer and the Landowner (the "Flow of Funds Agreement"), and the Continuing Disclosure Agreement of Developer with respect 13 4138-8404-1555.4 to the Bonds, dated as of October 1, 2024, executed and delivered by the Developer, the Administrator, and the Dissemination Agent (the "Continuing Disclosure Agreement of Developer" and, together with the Developer's Letter of Representations, the Development Agreement, the PID Reimbursement Agreement, the Development and Management Agreement, and the Flow of Funds Agreement, the"Developer Documents"); and (v) there shall be in full force and effect such other resolutions or actions of the Landowner as, in the opinion of Dykema Gossett PLLC ("Landowner's Counsel"), shall be necessary on or prior to the Closing Date in connection with the transactions on the part of the Landowner described in the Landowner's Letter of Representations, the Development and Management Agreement, the Flow of Funds Agreement, and the Landowner Consent Certificate executed by the Landowner as of October 15, 2024 (the "Landowner Consent Certificate") and, together with the Landowner's Letter of Representations, the Development and Management Agreement, the Flow of Funds Agreement, the "Landowner Documents"); and (vi) the City shall perform or have performed its obligations required or specified in the City Documents to be performed at or prior to Closing. C. No Default. At the time of the Closing, no default shall have occurred or be existing and no circumstances or occurrences that, with the passage of time or giving of notice, shall constitute an event of default under this Agreement, the Indenture, the City Documents, the Developer Documents, or other documents relating to the financing and construction of the Improvement Area #1 Improvements and the Development (as defined in the Limited Offering Memorandum), and the Landowner shall not be in default in the payment of principal or interest on any of its indebtedness which default shall materially adversely impact the ability of the Landowner to pay the Improvement Area #1 Assessments when due or the Developer to complete the Improvement Area #1 Improvements. d. Closing Documents. At or prior to the Closing, the Underwriter shall have received each of the documents required under Section 10 below. e. Termination Events. The Underwriter shall have the right to cancel its obligation to purchase the Bonds and to terminate this Agreement without liability therefor by written notification to the City if, between the date of this Agreement and the Closing, in the Underwriter's sole and reasonable judgment, any of the following shall have occurred: (i) the market price or marketability of the Bonds, or the ability of the Underwriter to enforce contracts for the sale of the Bonds, shall be materially adversely affected by the occurrence of any of the following: (1) legislation shall have been introduced in or enacted by the Congress of the United States or adopted by either chamber thereof, or 14 4138-8404-1555.4 legislation pending in the Congress of the United States shall have been amended, or legislation shall have been recommended to the Congress of the United States or otherwise endorsed for passage (by press release, other form of notice, or otherwise) by the President of the United States, the Treasury Department of the United States, or the Internal Revenue Service or legislation shall have been proposed for consideration by either the U.S. Senate Committee on Finance or the U.S. House of Representatives Committee on Ways and Means or legislation shall have been favorably reported for passage to either chamber of the Congress of the United States by a Committee of such chamber to which such legislation has been referred for consideration, or a decision by a court of the United States or the Tax Court of the United States shall be rendered or a ruling, regulation, or official statement (final, temporary, or proposed) by or on behalf of the Treasury Department of the United States, the Internal Revenue Service, or other federal agency shall be made, which would result in federal taxation of revenues or other income of the general character expected to be derived by the City or upon interest on securities of the general character of the Bonds or which would have the effect of changing, directly or indirectly, the federal income tax consequences of receipt of interest on securities of the general character of the Bonds in the hands of the holders thereof, and which in either case, makes it, in the reasonable judgment of the Underwriter, impracticable or inadvisable to proceed with the offer, sale, or delivery of the Bonds on the terms and in the manner described in the Limited Offering Memorandum; or (2) legislation shall be enacted by the Congress of the United States, or a decision by a court of the United States shall be rendered, or a stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, including all underlying obligations, as described herein or by the Limited Offering Memorandum, is in violation or would be in violation of, or that obligations of the general character of the Bonds, or the Bonds, are not exempt from registration under, any provision of the federal securities laws, including the Securities Act, or that the Indenture needs to be qualified under the Trust Indenture Act of 1939, as amended and as then in effect(the "Trust Indenture Act"); or (3) a general suspension of trading in securities on the New York Stock Exchange, the establishment of minimum prices on such exchange, the establishment of material restrictions (not in force as of the date hereof) upon trading securities generally by any governmental authority or any national securities exchange, a general banking moratorium declared by federal, State of New York, or State officials 15 4138-8404-1555.4 authorized to do so; provided, however that such suspension in trading or any disruption in securities settlement, payment, or clearance services is not in force on the date hereof, or (4) there shall have occurred (whether or not foreseeable) (i) any outbreak of hostilities (including, without limitation, an act of terrorism) including, but not limited to, an escalation of hostilities that existed prior to the date hereof, (ii) national or international calamity or crisis, including, but not limited to, an escalation in the scope or magnitude of any pandemic or natural disaster, or (iii) material financial crisis or adverse change in the financial or economic conditions affecting the United States government or the securities markets in the United States; or (5) there shall have occurred since the date of this Agreement any materially adverse change in the affairs or financial condition of the City, except as disclosed or described in the Limited Offering Memorandum; or (6) any state blue sky or securities commission or other governmental agency or body in any state in which more than ten percent (10%) of the Bonds have been offered and sold shall have withheld registration, exemption, or clearance of the offering of the Bonds as described herein, or issued a stop order or similar ruling relating thereto; or (7) any amendment to the federal or State Constitution or action by any federal or state court, legislative body, regulatory body, or other authority materially adversely affecting the tax status of the City, its property, income, securities (or interest thereon), or the validity or enforceability of the Improvement Area #1 Assessments and the liens created thereby, such Improvement Area #1 Assessments being the primary asset of the Trust Estate pledged to pay principal of and interest on the Bonds; or (ii) the New York Stock Exchange or other national securities exchange or any governmental authority shall impose, as to the Bonds or as to obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, the Underwriter; or (iii) any event occurring, or information becoming known which, in the reasonable judgment of the Underwriter, makes untrue in any material respect any statement or information contained in the Limited Offering Memorandum, or has the effect that the Limited Offering Memorandum contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under 16 4138-8404-1555.4 which they were made, not misleading, which change shall occur subsequent to the date of this Agreement and shall not be due to the malfeasance, misfeasance or nonfeasance of the Underwriter; or (iv) any fact or event shall exist or have existed that, in the Underwriter's reasonable judgment, requires or has required an amendment of or supplement to the Limited Offering Memorandum; or (v) a general banking moratorium shall have been declared by federal or State authorities having jurisdiction and shall be in force; or (vi) a material disruption in securities settlement, payment or clearance services shall have occurred; or (vii) a decision by a court of the United States shall be rendered, or a stop order, release, regulation or no-action letter by or on behalf of the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall have been issued or made, to the effect that the issuance, offering or sale of the Bonds, including the underlying obligations as described in this Agreement or in the Limited Offering Memorandum, or any document relating to the issuance, offering or sale of the Bonds, is or would be in violation of any provision of the federal securities laws on the Closing Date, including the Securities Act, the Securities Exchange Act of 1934 and the Trust Indenture Act; or (viii) the purchase of and payment for the Bonds by the Underwriter, or the resale of the Bonds by the Underwriter, on the terms and conditions herein provided shall be prohibited by any applicable law, governmental authority, board, agency, or commission, which prohibition shall occur subsequent to the date hereof and shall not be due to the malfeasance, misfeasance, or nonfeasance of the Underwriter. With respect to the conditions described in subparagraphs (ii), (vii) and (viii) above, the Underwriter is not aware of any current, pending, or proposed law or government inquiry or investigation as of the date of execution of this Agreement which would permit the Underwriter to invoke its termination rights hereunder. 10. Closing Documents. At or prior to the Closing, the Underwriter (or Underwriter's Counsel on behalf of the Underwriter) shall receive the following documents: a. Bond Opinion. The approving opinion of Bond Counsel, dated the Closing Date and substantially in the form included as Appendix D to the Limited Offering Memorandum, together with a reliance letter from Bond Counsel, dated the Closing Date and addressed to the Underwriter, which may be included in the supplemental opinion required by Section 10(b) hereof, to the effect that the foregoing opinion may be relied upon by the Underwriter to the same extent as if such opinion were addressed to it. 17 4138-8404-1555.4 b. Supplemental Opinion. A supplemental opinion of Bond Counsel dated the Closing Date and addressed to the City and the Underwriter, in form and substance acceptable to Underwriter's Counsel, to the following effect: (i) Except to the extent noted therein, Bond Counsel has not verified and is not passing upon, and does not assume any responsibility for, the accuracy, completeness, or fairness of the statements and information contained in the Preliminary Limited Offering Memorandum and in the Limited Offering Memorandum, but that such firm has reviewed the statements and information appearing in the Preliminary Limited Offering Memorandum and in the Limited Offering Memorandum under the captions and subcaptions "PLAN OF FINANCE — The Bonds and the Reimbursement Agreement," "DESCRIPTION OF THE BONDS," "SECURITY FOR THE BONDS SIMILARLY SECURED," "ASSESSMENT PROCEDURES" (except for the subcaptions "Assessment Methodology" and "Assessment Amounts"), "THE DISTRICT," "TAX MATTERS," "LEGAL MATTERS — Legal Proceedings" (first paragraph only), "LEGAL MATTERS — Legal Opinions" (except for the last paragraph thereof), "CONTINUING DISCLOSURE — The City," "REGISTRATION AND QUALIFICATION OF BONDS FOR SALE," "LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS," and "APPENDIX B — Form of Indenture" and Bond Counsel is of the opinion that the information relating to the Bonds, the Bond Ordinance, the Assessment Ordinance, and the Indenture and legal issues contained under such captions and subcaptions and appendix is an accurate and fair description of the laws and legal issues addressed therein and, with respect to the Bonds, such information conforms to the Bond Ordinance, the Assessment Ordinance, and the Indenture; (ii) The Bonds are not subject to the registration requirements of the Securities Act, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act; (iii) The City has or at the time of the adoption thereof had full power and authority to adopt the Creation Resolution, the Assessment Ordinance (including approving the Service and Assessment Plan) and the Bond Ordinance (collectively, the foregoing documents are referred to herein as the "City Actions") and perform its obligations thereunder and the City Actions have been duly adopted, are in full force and effect, and have not been modified, amended, or rescinded; and (iv) The Indenture, the Development Agreement, the PID Reimbursement Agreement, the Continuing Disclosure Agreement of Issuer, and this Agreement have been duly authorized, executed and delivered by the City and, assuming the due authorization, execution and delivery of such instruments, documents, and agreements by the other parties thereto, constitute the legal, valid, and binding agreements of the City, enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, or other laws affecting enforcement of creditors' rights, or by the 18 4138-8404-1555.4 application of equitable principles if equitable remedies are sought, and to the application of State law relating to governmental immunity applicable to governmental entities. C. City Legal Opinion. An opinion of Miles Risley, City Attorney ("Attorney for the City"), dated the Closing Date and addressed to the Underwriter, the City, Bond Counsel, and the Trustee, with respect to matters relating to the City, substantially in the form of Appendix C hereto or in form otherwise agreed upon by the Underwriter. d. Opinions of Developer's Counsel and Landowner's Counsel. Opinions of Developer's Counsel and Landowner's Counsel, substantially in the forms of Appendix D-1, Appendix D-2, and Appendix D-3 hereto, dated the Closing Date, addressed to the City, Bond Counsel, the Attorney for the City, the Underwriter, and the Trustee; or in form otherwise agreed upon by the City and the Underwriter. e. Developer Closing Certificate and Landowner Closing Certificate. The Developer Closing Certificate dated as of the Closing Date, signed by an authorized officer of the Developer in substantially the form of Appendix E-1 hereto, and the Landowner Closing Certificate dated as of the Closing Date, signed by an authorized officer of the Landowner in substantially the form of Appendix E-2 hereto. f. City Closing Certificate. A certificate of the City, dated the Closing Date, signed by an appropriate City Representative, to the effect that: (i) the representations and warranties of the City contained herein and in the City Documents are true and correct in all material respects on and as of the Closing Date as if made on the date thereof, (ii) the Authorizing Documents and all other City Documents are in full force and effect and have not been amended, modified, or supplemented; (iii) except as disclosed in the Limited Offering Memorandum, no litigation or proceeding against the City is pending or, to the best of the knowledge of such person, threatened in any court or administrative body nor is there a basis for litigation which would (a) contest the right of the members or officials of the City to hold and exercise their respective positions, (b) contest the due organization and valid existence of the City or the establishment of the District, (c) contest the validity, due authorization and execution of the Bonds or the City Documents, or (d) attempt to limit, enjoin or otherwise restrict or prevent the City from levying and collecting the Improvement Area #1 Assessments pledged to pay the principal of and interest on the Bonds, or the pledge thereof, and (iv) the City has, to the best of such person's knowledge, complied with all agreements and covenants and satisfied all conditions set forth in the City Documents, on its part to be complied with or satisfied hereunder at or prior to the Closing. 19 4138-8404-1555.4 g. Trustee's Counsel Opinion. An opinion of counsel to the Trustee, dated the Closing Date and addressed to the Underwriter, the City, and Bond Counsel, in form and substance acceptable to Underwriter's Counsel, the City, and Bond Counsel, to the following effect: (i) The Trustee is duly organized, validly existing, and in good standing as a national banking association organized under the laws of the United States of America, and is duly qualified to serve as Trustee in accordance with the qualifications set forth for the Trustee in the Indenture; (ii) The Trustee has full right, power, and authority to enter into the Indenture, to perform its obligations under, and to carry out and consummate all of the transactions involving the Trustee contemplated by, the Indenture; and (iii) The Indenture has been duly authorized, executed, and delivered by the Trustee and is valid and enforceable against the Trustee in accordance with its terms. h. Trustee's Certificate. A customary authorization and incumbency certificate dated prior to the Closing Date, signed by authorized officers of the Trustee in form and substance acceptable to the Underwriter, Underwriter's Counsel, and Bond Counsel. i. Underwriter Counsel's Opinion. An opinion, dated the Closing Date and addressed to the Underwriter, of Orrick, Herrington & Sutcliffe LLP ("Underwriter's Counsel"), to the effect that: (i) The Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended; (ii) The Continuing Disclosure Agreement of the Issuer, together with Section 10(o) hereof and Section 4 of the Bond Ordinance, satisfies the requirements contained in Rule 15c2-12(b)(5) of the United States Securities and Exchange Commission for an undertaking by the City for the benefit of the holders of the Bonds to provide the information at the times and in the manner required by said Rule; provided that, for purposes of this opinion, such counsel is not expressing any view regarding the content of the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum that is not expressly stated in numbered paragraph (iii), below; and (iii) Such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness, or fairness of any of the statements contained in the Preliminary Limited Offering Memorandum or in the Limited Offering Memorandum and make no representation that it has independently verified the accuracy, completeness, or fairness of any such statements. In its capacity as counsel to the Underwriter, to assist the Underwriter in part of its responsibility with respect to the Preliminary Limited Offering Memorandum and 20 4138-8404-1555.4 the Limited Offering Memorandum, such counsel has participated in conferences with representatives of the Underwriter, representatives of the City, and its counsel, Norton Rose Fulbright US LLP, as bond counsel, Specialized Public Finance Inc., as Financial Advisor, the Administrator, the Developer, Developer's Counsel, the Landowner, Landowner's Counsel, and the Developer's engineer and consultants, and others, during which the contents of the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum and related matters were discussed. Based on such counsel's participation in the above-mentioned conferences (which, with respect to the Preliminary Limited Offering Memorandum, did not extend beyond the date of this Agreement), and in reliance thereon, on oral and written statements and representations of the City, the Developer, the Landowner, and others, and on the records, documents, certificates, opinions, and matters herein mentioned, such counsel advises the Underwriter as a matter of fact and not opinion that, during the course of such counsel's representation of the Underwriter on this matter, (a) no facts had come to the attention of the attorneys in such counsel's firm rendering legal services to the Underwriter in connection with the Preliminary Limited Offering Memorandum which caused such counsel to believe, as of the date of the Preliminary Limited Offering Memorandum and as of the date of this Agreement, based on the documents, drafts, and facts in existence and reviewed as of those dates, that the Preliminary Limited Offering Memorandum contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except any information marked as preliminary or subject to change, any information permitted to be omitted by Securities and Exchange Commission ("SEC") Rule 15c2-12 or otherwise left blank and any other differences with the information in the Limited Offering Memorandum), and (b) no facts had come to the attention of the attorneys in such counsel's firm rendering legal service to the Underwriter in connection with the Limited Offering Memorandum which caused such counsel to believe that the Limited Offering Memorandum contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that such counsel expressly excludes from the scope of this paragraph and expresses no view or opinion with respect to both the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum about any CUSIP numbers, financial, accounting, statistical, economic, engineering or demographic data or forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions or expressions of opinion, any information about verification, feasibility, valuation, appraisals, absorption, real estate or environmental matters, relationship among the parties, Appendices, or any information about book-entry, DTC, Cede & Co., tax matters included or referred to therein or omitted therefrom. No responsibility is undertaken or view expressed with respect to any other disclosure document, materials, or activity, or as to any information from another document or source referred to by or incorporated by reference in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum. 21 4138-8404-1555.4 j. Limited Offering Memorandum. The Limited Offering Memorandum and each supplement or amendment, if any, thereto. k. Delivery of City Documents, Developer Documents, and Landowner Documents. The City Documents, the Developer Documents, and the Landowner Documents shall have been executed and delivered in form and content satisfactory to the Underwriter. 1. Form 8038-G. Evidence that the federal tax information form 8038-G has been prepared by Bond Counsel for filing. M. Federal Tax Certificate. A certificate of the City in form and substance satisfactory to Bond Counsel and Underwriter's Counsel setting forth the facts, estimates, and circumstances in existence on the Closing Date, which establish that it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be"arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"), and any applicable regulations (whether final, temporary or proposed), issued pursuant to the Code. n. Attorney General Opinion and Comptroller Registration. The approving opinion of the Attorney General of the State regarding the Bonds and the Comptroller of the State's Certificate of Registration for the Initial Bond. o. Continuing Disclosure Agreements. The Continuing Disclosure Agreement of Issuer and the Continuing Disclosure Agreement of Developer shall have been executed by the parties thereto in substantially the forms attached to the Limited Offering Memorandum as Appendix E-1 and Appendix E-2. P. Letter of Representation of the Appraiser. (i) Letter of Representation of the Appraiser, substantially in the form of Appendix F hereto, addressed to the City, Bond Counsel, the Underwriter, and the Trustee, or in form otherwise agreed upon by the Underwriter, and (ii) a copy of the real estate appraisal of the property within Improvement Area#1 of the District dated August 20, 2024. q. Letter of Representation of Administrator. Letter of Representation of Administrator, substantially in the form of Appendix G hereto, addressed to the City, Bond Counsel, the Underwriter, and the Trustee, or in form otherwise agreed upon by the Underwriter. r. Evidence of Filing of Creation Resolution, Assessment Ordinance, Updated Service and Assessment Plan, and Landowner Consent Certificate. Evidence that the Creation Resolution, including the legal description of the property within the District, the Assessment Ordinance (including the original Service and Assessment Plan with the original Improvement Area #1 Assessment Roll), the Service and Assessment Plan as updated in connection with the issuance of the Bonds (including the updated Improvement Area #1 Assessment Roll), and the Landowner Consent Certificate have been filed of record in the real property records of Nueces County, Texas. 22 4138-8404-1555.4 S. Reserved. t. Reserved. U. Rule 15c2-12 Certification. A resolution, an ordinance (including the Bond Ordinance), or a certificate of the City whereby the City has deemed the Preliminary Limited Offering Memorandum final as of its date, except for permitted omissions, as contemplated by Section (b)(1) of Rule 15c2-12 in connection with the offering of the Bonds, which action may be based on the approval of the release of the Preliminary Limited Offering Memorandum by an authorized City official (if such official has been duly authorized to take such action by the City Council), or certification, if made in the form of a certificate, may be included in the City Certificate required by Section 10(f) hereof. V. Dissemination Agent. Evidence acceptable to the Underwriter in its sole discretion that the City and the Developer have engaged a dissemination agent acceptable to the Underwriter for the Bonds, with the execution of the Continuing Disclosure Agreement of Issuer and the Continuing Disclosure Agreement of Developer by other parties thereto being conclusive evidence of such acceptance by the Underwriter. W. Reserved. X. Additional Documents. Such additional legal opinions, certificates, instruments, and other documents as the Underwriter or Underwriter's Counsel may reasonably deem necessary. 11. City's Closing Conditions. The obligation of the City hereunder to deliver the Bonds shall be subject to receipt on or before the Closing Date of the purchase price set forth in Section 1 hereof, the Attorney General Opinion, the opinion of Bond Counsel described in Section 10(a) hereof, and all documents required to be delivered by the Developer and the Landowner. 12. Consequences of Termination. If the City shall be unable to satisfy the conditions contained in this Agreement, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Agreement, this Agreement shall terminate and the Underwriter and the City shall have no further obligation hereunder, except as further set forth in Sections 13, 14, 16, and 22 hereof. 13. Term of Agreement. Except for surviving representations, warranties, and indemnities of the parties to this Agreement, the term of this Agreement terminates upon the "end of the underwriting period" (as defined in Rule 15c2-12) or, if earlier, exercise of a termination right(which may not be based on an existing or incipient breach of a verification). 14. Costs and Expenses. a. The Underwriter shall be under no obligation to pay, and the City shall cause to be paid from proceeds of the Bonds the following expenses incident to the issuance of the Bonds and performance of the City's obligations hereunder: (i) the costs 23 4138-8404-1555.4 of the preparation and printing of the Bonds; (ii) the cost of preparation, printing, and mailing of the Preliminary Limited Offering Memorandum, the final Limited Offering Memorandum and any supplements and amendments thereto; (iii) the fees and disbursements of the City's legal counsel and Financial Advisor, the Trustee's counsel, Bond Counsel, Developer's Counsel, Landowner's Counsel, and the Trustee relating to the issuance of the Bonds; (iv) the Attorney General's review fees; (v) the fees and disbursements of accountants, advisers, and any other experts or consultants retained by the City or for the benefit of the City, including but not limited to the fees and expenses of the Appraiser and the Administrator; and (vi) the expenses incurred by or on behalf of City employees and representatives that are incidental to the issuance of the Bonds and the performance by the City of its obligations under this Agreement. b. The Underwriter shall pay the following expenses: (i) all advertising expenses in connection with the limited offering of the Bonds; (ii) fees of Underwriter's Counsel; and (iii) all other expenses, including CUSIP fees (including out-of-pocket expenses and related regulatory expenses), incurred by it in connection with its public offering and distribution of the Bonds, except as noted in subsection 13(a) above. C. The City acknowledges that the Underwriter will pay from the Underwriter's expense allocation of the underwriting discount the applicable per bond assessment charged by the Municipal Advisory Council of Texas, a nonprofit corporation whose purpose is to collect, maintain, and distribute information relating to issuing entities of municipal securities. 15. Notice. Any notice or other communication to be given to the City under this Agreement may be given by delivering the same in writing to: City of Corpus Christi, Texas, 1201 Leopard Street, Corpus Christi, Texas 78401, Attention: City Manager. Any notice or other communication to be given to the Underwriter under this Agreement may be given by delivering the same in writing to: FMSbonds, Inc., 5 Cowboys Way, Suite 300-25, Frisco, Texas 75034, Attention: Tripp Davenport, Director. 16. Parties in Interest, Survival of City Representations. This Agreement is made solely for the benefit of the City and the Underwriter (including their respective successors and assigns), and no other person shall acquire or have any right hereunder or by virtue hereof All of the City's representations, warranties, and covenants contained in this Agreement shall remain operative and in full force and effect and survive delivery of and payment for the Bonds and any termination, regardless of any investigations made by or on behalf of the Underwriter. 17. Survival of Representations and Warranties of Third Parties. All representations and warranties of the parties, other than the City and the Underwriter, made in, pursuant to, or in connection with this Agreement shall survive the execution and delivery of this Agreement, notwithstanding any investigation by the parties. All statements contained in any certificate, instrument, or other writing delivered by a party to this Agreement or in connection with the transactions described in or by this Agreement constitute representations and warranties by such party under this Agreement to the extent such statement is set forth as a representation and warranty in the instrument in question. 24 4138-8404-1555.4 18. Severability. In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof. 19. State Law and Venue Governs. The validity, interpretation, and performance of this Agreement shall be governed by the laws of the State and venue shall lie in Nueces County, Texas. 20. No Assignment. The rights and obligations created by this Agreement shall not be subject to assignment by the Underwriter or the City without the prior written consent of the other party hereto. 21. No Personal Liability. None of the members of the City Council, nor any officer, representative, agent, or employee of the City, shall be charged personally by the Underwriter with any liability, or be held liable to the Underwriter under any term or provision of this Agreement, or because of execution or attempted execution, or because of any breach or attempted or alleged breach of this Agreement. 22. Statutory Verifications. The Underwriter makes the following representation and covenants pursuant to Chapters 2252, 2271, 2274, and 2276, Texas Government Code, as heretofore amended (the "Government Code"), in entering into this Agreement. As used in such verifications, "affiliate" means an entity that controls, is controlled by, or is under common control with the Underwriter 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 verification during the term of this Agreement shall survive until barred by the applicable statute of limitations, and shall not be liquidated or otherwise limited by any provision of this Agreement, notwithstanding anything in this Agreement to the contrary. a. Not a Sanctioned Compaq. The Underwriter 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, Government Code. The foregoing representation excludes the Underwriter 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. b. No Boycott of Israel. The Underwriter 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 provided in Section 2271.001, Government Code. C. No Discrimination Against Firearm Entities. The Underwriter 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 25 4138-8404-1555.4 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, "discriminate against a firearm entity or firearm trade association" has the meaning provided in Section 2274.001(3), Government Code. d. No Boycott of Enemy Companies. The Underwriter 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 provided in Section 2276.001(1), Government Code 23. Form 1295. Submitted herewith (or on a date prior hereto) is a completed Form 1295 in connection with the Underwriter's participation in the execution of this Agreement 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 Underwriter, and the City agrees to acknowledge such form with the TEC through its electronic filing application not later than the thirtieth (30th) day after the receipt of such form. The Underwriter and the City 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 Underwriter; and, neither the City nor its consultants have verified such information. 24. Attorney General Standing Letter. The Underwriter represents that it has, or will have prior to the date of Closing, on file with the Texas Attorney General a standing letter addressing the representation and verifications contained in Section 22 of this Agreement in a form accepted by the Texas Attorney General. In addition, if the Underwriter or the parent company, a wholly- or majority-owned subsidiary or another affiliate of the Underwriter receives or has received a letter from the Texas Comptroller of Public Accounts pursuant to Chapter 809, Texas Government Code seeking written verification that it does not boycott energy companies (a "Comptroller Request Letter"), such Underwriter shall promptly notify the City and Bond Counsel (if it has not already done so) and provide to the City or Bond Counsel, two Business Days prior to Closing and additionally upon request by the City or Bond Counsel, written verification to the effect that its standing letter described in the preceding sentence remains in effect and may be relied upon by the City and the Texas Attorney General (the "Bringdown Verification"). The Bringdown Verification shall also confirm that the Underwriter (or the parent company, a wholly- or majority-owned subsidiary or other affiliate of the Underwriter that received the Comptroller Request Letter) intends to timely respond or has timely responded to the Comptroller Request Letter. The Bringdown Verification may be in the form of an e-mail. 25. Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. The City and the Underwriter agree that electronic signatures to this Agreement may be regarded as original signatures. Signature pages follow. 26 4138-8404-1555.4 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first set forth above. FMSbonds, Inc., as Underwriter By: Name: Theodore A. Swinarski Title: Senior Vice President- Trading S-1 4138-8404-1555.4 Accepted at a.m./p.m. central time on the date first stated above. City of Corpus Christi, Texas By: City Manager S-2 4138-8404-1555.4 SCHEDULE I CITY OF CORPUS CHRISTI,TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 (WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 IMPROVEMENT AREA 91 PROJECT) Interest Accrues From: Closing Date $ %Term Bonds, Due September 15,20 ,Priced to Yield % (a)(b)(c)(d) $ %Term Bonds, Due September 15,20 ,Priced to Yield % (a)ro>(°)(d) $ %Term Bonds, Due September 15,20 ,Priced to Yield %(a)ro>(°)(d) (a) The initial reoffering prices or yields of the Bonds have been determined in accordance with the 10%test. (b) The Bonds maturing on and after September 15,20 ,may be redeemed before their scheduled maturity date,in whole or in part, on any date on or after September 15,20 , such redemption date or dates to be fixed by the City, at the redemption price equal to the principal amount of the Bonds to be redeemed, plus accrued and unpaid interest to the date fixed of redemption. (°) The Bonds are also subject to extraordinary optional redemption as described in the Limited Offering Memorandum under"DESCRIPTION OF TttE BONDS—Redemption Provisions." (d) The Bonds are also subject to mandatory sinking fund redemption on the dates and in the respective Sinking Fund Installments as set forth in the following schedules. Term Bonds maturing September 15,20 Redemption Date Sinking Fund Installment Amount September 15,20_ September 15,20__ September 15,20_ September 15,20 _ September 15,20_ September 15,20 _ September 15,20_fi fi Stated maturity. Schedule I-1 4138-8404-1555.4 APPENDIX A-1 FORM OF DEVELOPER'S LETTER OF REPRESENTATIONS CITY OF CORPUS CHRISTI,TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 (WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 IMPROVEMENT AREA 91 PROJECT) DEVELOPER'S LETTER OF REPRESENTATIONS October 15, 2024 City of Corpus Christi, Texas 1201 Leopard Street Corpus Christi, Texas 78401 FMSbonds, Inc. 5 Cowboys Way, Suite 300-25 Frisco, Texas 75034 Ladies and Gentlemen: This letter is being delivered to the City of Corpus Christi, Texas (the "City") and FMSbonds, Inc. (the "Underwriter"), in consideration for your entering into the Bond Purchase Agreement dated the date hereof(the "Bond Purchase Agreement") for the sale and purchase of the $ City of Corpus Christi, Texas, Special Assessment Revenue Bonds, Series 2024 (Whitecap Public Improvement District No. 1 Improvement Area #1 Project) (the "Bonds"). Pursuant to the Bond Purchase Agreement, the Underwriter has agreed to purchase from the City, and the City has agreed to sell to the Underwriter, the Bonds. In order to induce the City to enter into the Bond Purchase Agreement and as consideration for the execution, delivery, and sale of the Bonds by the City and the purchase of them by the Underwriter, Ashlar Interests, LLC, a Texas limited liability company (the "Developer"), makes the representations, warranties, and covenants contained in this Developer's Letter of Representations. Unless the context clearly indicates otherwise, each capitalized term used and not otherwise defined in this Developer's Letter of Representations will have the meaning set forth in the Bond Purchase Agreement. 1. Purchase and Sale of Bonds. Inasmuch as the purchase and sale of the Bonds represents a negotiated transaction, the Developer understands, and hereby confirms, that the Underwriter is not acting as a fiduciary of the Developer, but rather is acting solely in its capacity as Underwriter of the Bonds for its own account. A-1-1 4138-8404-1555.4 2. Updating of the Limited Offering Memorandum. If, after the date of this Developer's Letter of Representations, up to and including the date the Underwriter is no longer required to provide a Limited Offering Memorandum to potential customers who request the same pursuant to Rule 15c2-12 (the earlier of (i) ninety (90) days from the "end of the underwriting period" (as defined in Rule 15c2-12) and (ii) the time when the Limited Offering Memorandum is available to any person from the MSRB, but in no case less than twenty-five (25) days after the "end of the underwriting period" for the Bonds), the Developer becomes aware of any fact or event which might or would cause the Limited Offering Memorandum, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Limited Offering Memorandum to comply with law, the Developer will notify the Underwriter (and for the purposes of this clause provide the Underwriter with such information as it may from time to time request); however, that for the purposes of this Developer's Letter of Representations and any certificate delivered by the Developer in accordance with the Bond Purchase Agreement, the Developer makes no representations with respect to the information appearing in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum except for the information set forth in the maps included therein and under the captions and subcaptions "PLAN OF FINANCE" (except for the information under the subcaption "— The Bonds and the Reimbursement Agreement"), "OVERLAPPING TAXES AND DEBT — Homeowners' Association Dues," "THE IMPROVEMENT AREA #1 IMPROVEMENTS," "THE DEVELOPMENT," and "THE DEVELOPER AND THE LANDOWNER" (only as it pertains to the Developer) and, to the Developer's knowledge after due inquiry, under the captions `BONDHOLDERS' RISKS" (only as it pertains to the Developer, the Improvement Area #1 Improvements, and the Development, as defined in the Limited Offering Memorandum), "LEGAL MATTERS — Litigation — The Developer and the Landowner" (only as it pertains to the Developer), "CONTINUING DISCLOSURE — The Developer" and "— The Developer's Compliance with Prior Undertakings," "SOURCES OF INFORMATION — Source of Certain Information," "APPENDIX E-2 — Form of Disclosure Agreement of Developer," "APPENDIX F — Development Agreement," "APPENDIX G — Reimbursement Agreement," and "APPENDIX H — Design Guidelines" (collectively, the "Developer Disclosures")in accordance with subsection 4(f)herein. 3. Developer Documents. The Developer has executed and delivered each of the below listed documents (individually, a "Developer Document" and collectively, the "Developer Documents") in the capacity provided for in each such Developer Document, and each such Developer Document constitutes a valid and binding obligation of the Developer, enforceable against the Developer in accordance with its terms: a. this Developer's Letter of Representations; and b. the Development Agreement Whitecap North Padre Island, effective as of December 12, 2023, executed and delivered by the City and the Developer; and C. the PID Reimbursement Agreement Whitecap Public Improvement District No. 1, effective February 20, 2024, executed and delivered by the City and the Developer; and A-1-2 4138-8404-1555.4 d. the Development and Management Agreement, effective as of December 6, 2021, executed and delivered by the Developer and Diamond Beach Holdings, LLC a Texas limited liability company (the "Landowner"); and e. the Flow of Funds Agreement, effective as of September 19, 2024, executed and delivered by the Developer and the Landowner; and f. the Continuing Disclosure Agreement of Developer with respect to the Bonds, dated as of October 1, 2024, executed and delivered by the Developer, P3Works, LLC, as Administrator, and BOKF, NA, as Dissemination Agent. The Developer has complied in all material respects with all of the Developer's agreements and covenants and satisfied all conditions required to be complied with or satisfied by the Developer under the Developer Documents on or prior to the date hereof. The representations and warranties of the Developer contained in the Developer Documents are true and correct in all material respects on and as of the date hereof. 4. Developer Representations, Warranties and Covenants. The Developer represents, warrants, and covenants to the City and the Underwriter that: a. Due Organization and Existence. The Developer is duly formed and validly existing as a limited liability company under the laws of the State of Texas. b. Organizational Documents. The copies of the organizational documents of the Developer provided by the Developer to the City and the Underwriter are fully executed, true, correct, and complete copies of such documents and such documents have not been amended or supplemented and are in full force and effect as of the date hereof. C. No Breach. The execution and delivery of the Developer Documents by the Developer does not violate any judgment, order, writ, injunction or decree binding on the Developer or any indenture, agreement, or other instrument to which the Developer is a party. d. No Litigation. There are no proceedings pending or threatened in writing before any court or administrative agency against the Developer that are either not covered by insurance or which singularly or collectively would have a material, adverse effect on the ability of the Developer to perform its obligations under the Developer Documents in all material respects or that would reasonably be expected to prevent or prohibit the development of the District in accordance with the description thereof in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum. e. Information. The information prepared and submitted by the Developer to the City or the Underwriter in connection with the preparation of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum was, and is, as of this date, true and correct in all material respects. f. Preliminary Limited Offering Memorandum and Limited Offering Memorandum. The Developer represents and warrants that the information set forth in the Developer Disclosures in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum is true and correct and does not contain any untrue A-1-3 4138-8404-1555.4 statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Developer agrees to provide a certificate dated the Closing Date affirming, as of such date, the representations contained in this subsection (f) with respect to the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum. g. Events of Default. No "Event of Default" or "event of default" by the Developer under any of the Developer Documents, any documents to which the Developer is a party described in the Limited Offering Memorandum, or under any material documents relating to the financing and construction of the Improvement Area #1 Improvements to which the Developer is a party, or event that, with the passage of time or the giving of notice or both, would constitute such "Event of Default" or "event of default" by the Developer has occurred and is continuing. 5. Indemnification. a. The Developer will indemnify and hold harmless the City and the Underwriter and each of their officers, directors, employees and agents against any losses, claims, damages or liabilities to which any of them may become subject, under the Securities Act of 1933 or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in the Developer Disclosures in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum, or any amendment or supplement to the Limited Offering Memorandum amending or supplementing the information contained under the aforementioned captions (as qualified above), or arise out of or are based upon the omission, untrue statement or alleged untrue statement or omission to state therein a material fact necessary to make the statements under the aforementioned captions (as qualified above) not misleading under the circumstances under which they were made and will reimburse any indemnified party for any reasonable legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred. b. Promptly after receipt by an indemnified party under subsection (a) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof, but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under such subsection, unless such indemnifying party was prejudiced by such delay or lack of notice. In case any such action shall be brought against an indemnified party, it shall promptly notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such A-1-4 4138-8404-1555.4 indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The indemnifying party shall not be liable for any settlement of any such action effected without its consent, but if settled with the consent of the indemnifying party or if there is a final judgment for the plaintiff in any such action, the indemnifying party will indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. The indemnity herein shall survive delivery of the Bonds and shall survive any investigation made by or on behalf of the City, the Developer, or the Underwriter. 6. Survival of Representations, Warranties and Covenants. All representations, warranties, and agreements in this Developer's Letter of Representations will survive regardless of (a) any investigation or any statement in respect thereof made by or on behalf of the Underwriter, (b) delivery of any payment by the Underwriter for the Bonds hereunder, and (c) any termination of the Bond Purchase Agreement. 7. Binding on Successors and Assigns. This Developer's Letter of Representations will be binding upon the Developer and its successors and assigns and inure solely to the benefit of the Underwriter and the City, and no other person or firm or entity will acquire or have any right under or by virtue of this Developer's Letter of Representations. Signature page follows. A-1-5 4138-8404-1555.4 Dated: October 15, 2024 DEVELOPER: Ashlar Interests, LLC, a Texas limited liability company By: Name: Title: A-1-6 4138-8404-1555.4 APPENDIX A-2 FORM OF LANDOWNER'S LETTER OF REPRESENTATIONS CITY OF CORPUS CHRISTI,TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 (WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 IMPROVEMENT AREA 91 PROJECT) LANDOWNER'S LETTER OF REPRESENTATIONS October 15, 2024 City of Corpus Christi, Texas 1201 Leopard Street Corpus Christi, Texas 78401 FMSbonds, Inc. 5 Cowboys Way, Suite 300-25 Frisco, Texas 75034 Ladies and Gentlemen: This letter is being delivered to the City of Corpus Christi, Texas (the "City") and FMSbonds, Inc. (the "Underwriter"), in consideration for your entering into the Bond Purchase Agreement dated the date hereof(the "Bond Purchase Agreement") for the sale and purchase of the $ City of Corpus Christi, Texas, Special Assessment Revenue Bonds, Series 2024 (Whitecap Public Improvement District No. 1 Improvement Area #1 Project) (the "Bonds"). Pursuant to the Bond Purchase Agreement, the Underwriter has agreed to purchase from the City, and the City has agreed to sell to the Underwriter, the Bonds. In order to induce the City to enter into the Bond Purchase Agreement and as consideration for the execution, delivery, and sale of the Bonds by the City and the purchase of them by the Underwriter, Diamond Beach Holdings, LLC, a Texas limited liability company (the "Landowner"), makes the representations, warranties, and covenants contained in this Landowner's Letter of Representations. Unless the context clearly indicates otherwise, each capitalized term used and not otherwise defined in this Landowner's Letter of Representations will have the meaning set forth in the Bond Purchase Agreement. 1. Purchase and Sale of Bonds. Inasmuch as the purchase and sale of the Bonds represents a negotiated transaction, the Landowner understands, and hereby confirms, that the Underwriter is not acting as a fiduciary of the Landowner, but rather is acting solely in its capacity as Underwriter of the Bonds for its own account. A-2-1 4138-8404-1555.4 2. Updating of the Limited Offering Memorandum. If, after the date of this Landowner's Letter of Representations, up to and including the date the Underwriter is no longer required to provide a Limited Offering Memorandum to potential customers who request the same pursuant to Rule 15c2-12 (the earlier of (i) 90 days from the "end of the underwriting period" (as defined in Rule 15c2-12) and (ii) the time when the Limited Offering Memorandum is available to any person from the MSRB, but in no case less than 25 days after the "end of the underwriting period" for the Bonds), the Landowner becomes aware of any fact or event which might or would cause the Limited Offering Memorandum, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Limited Offering Memorandum to comply with law, the Landowner will notify the Underwriter (and for the purposes of this clause provide the Underwriter with such information as it may from time to time request); however, that for the purposes of this Landowner's Letter of Representations and any certificate delivered by the Landowner in accordance with the Bond Purchase Agreement, the Landowner makes no representations with respect to the information appearing in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum except for the information set forth in the maps included therein and under the captions and subcaptions "PLAN OF FINANCE" (except for the information under the subcaption "— The Bonds and the Reimbursement Agreement"), "OVERLAPPING TAXES AND DEBT — Homeowners' Association Dues," "THE IMPROVEMENT AREA #1 IMPROVEMENTS," "THE DEVELOPMENT," "THE DEVELOPER AND THE LANDOWNER" and, to the Landowner's knowledge after due inquiry, under the captions `BONDHOLDERS' RISKS" (only as it pertains to the Improvement Area #1 Improvements, and the Development, as defined in the Limited Offering Memorandum), "LEGAL MATTERS — Litigation — The Developer and the Landowner," "SOURCES OF INFORMATION — Source of Certain Information," and "APPENDIX H — Design Guidelines," in each case, solely as such information pertains to the Landowner, and expressly excludes, without limitation, information to the extent such information pertains to the City, the Bonds, the Indenture, the Trustee and/or the Developer (collectively, the"Landowner Disclosures")in accordance with subsection 4(f)herein. 3. Landowner Documents. The Landowner has executed and delivered each of the below listed documents (individually, a "Landowner Document" and collectively, the "Landowner Documents") in the capacity provided for in each such Landowner Document, and each such Landowner Document constitutes a valid and binding obligation of the Landowner, enforceable against the Landowner in accordance with its respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or other similar laws relating to the enforcement of creditors' rights generally and by general equitable principles: a. this Landowner's Letter of Representations; and b. the Development and Management Agreement, effective as of December 6, 2021, by and between Ashlar Interests, LLC, a Texas limited liability company (the "Developer"), and the Landowner, as amended by that certain First Amendment to Development & Management Agreement, dated effective June 8, 2022, and as further amended by that certain Second Amendment to Development & Management Agreement, dated effective December 12, 2023; A-2-2 4138-8404-1555.4 c. the Flow of Funds Agreement, dated as of September 19, 2024, by and between the Developer and the Landowner; and d. the Landowner Consent Certificate dated as of October 15, 2024. The Landowner has complied in all material respects with all of the Landowner's agreements and covenants and satisfied all conditions required to be complied with or satisfied by the Landowner under the Landowner Documents on or prior to the date hereof. The representations and warranties of the Landowner contained in the Landowner Documents are true and correct in all material respects on and as of the date hereof. 4. Landowner Representations, Warranties and Covenants. The Landowner represents, warrants, and covenants to the City and the Underwriter that: a. Due Organization and Existence. The Landowner is duly organized and validly existing as a limited liability company under the laws of the State of Texas. b. Organizational Documents. The copies of the organizational documents of the Landowner provided by the Landowner to the City and the Underwriter are fully executed, true, correct, and complete copies of such documents and such documents have not been amended or supplemented and are in full force and effect as of the date hereof. C. No Breach. The execution and delivery of the Landowner Documents by the Landowner does not violate any judgment, order, writ, injunction or decree binding on the Landowner or any indenture, agreement, or other instrument to which the Landowner is a party. d. No Litigation. There are no proceedings pending or, to the Landowner's knowledge, threatened in writing before any court or administrative agency against the Landowner that are either not covered by insurance or which singularly or collectively would have a material, adverse effect on the ability of the Landowner to perform its obligations under the Landowner Documents in all material respects or that would reasonably be expected to prevent or prohibit the development of the District in accordance with the description thereof in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum. e. Information. The information prepared and submitted by the Landowner to the City or the Underwriter in connection with the preparation of the Landowner Disclosures in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum was, and is, as of this date, true and correct in all material respects. f. Preliminary Limited Offering Memorandum and Limited Offering Memorandum. The Landowner represents and warrants that the information set forth in the Landowner Disclosures in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum is true and correct and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Landowner agrees to provide a certificate dated the Closing Date affirming, as of such date, the representations contained in this subsection (f) with respect A-2-3 4138-8404-1555.4 to the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum. g. Events of Default. No "Event of Default" or "event of default" by the Landowner under any of the Landowner Documents, any documents to which the Landowner is a party described in the Limited Offering Memorandum, or under any material documents relating to the financing and construction of the Improvement Area #1 Improvements to which the Landowner is a party, or event that, with the passage of time or the giving of notice or both, would constitute such "Event of Default" or "event of default" by the Landowner has occurred and is continuing. 5. Indemnification. C. The Landowner will indemnify and hold harmless the City and the Underwriter and each of their officers, directors, employees and agents against any losses, claims, damages or liabilities to which any of them may become subject, under the Securities Act of 1933 or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in the Landowner Disclosures in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum, or the Landowner Disclosures in any amendment or supplement to the Limited Offering Memorandum amending or supplementing the information contained under the aforementioned captions (as qualified above), or arise out of or are based upon the omission, untrue statement or alleged untrue statement or omission to state therein a material fact necessary to make the statements under the aforementioned captions (as qualified above) not misleading under the circumstances under which they were made and will reimburse any indemnified party for any reasonable legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred. d. Promptly after receipt by an indemnified party under subsection (a) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof, but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under such subsection, unless such indemnifying party was prejudiced by such delay or lack of notice. In case any such action shall be brought against an indemnified party, it shall promptly notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The indemnifying party shall not be liable for any settlement of any such action effected A-2-4 4138-8404-1555.4 without its consent, but if settled with the consent of the indemnifying party or if there is a final judgment for the plaintiff in any such action, the indemnifying party will indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. The indemnity herein shall survive delivery of the Bonds and shall survive any investigation made by or on behalf of the City, the Landowner, or the Underwriter. 6. Survival of Representations, Warranties and Covenants. All representations, warranties, and agreements in this Landowner's Letter of Representations will survive regardless of (a) any investigation or any statement in respect thereof made by or on behalf of the Underwriter, (b) delivery of any payment by the Underwriter for the Bonds hereunder, and (c) any termination of the Bond Purchase Agreement. 7. Binding on Successors and Assigns. This Landowner's Letter of Representations will be binding upon the Landowner and its successors and assigns and inure solely to the benefit of the Underwriter and the City, and no other person or firm or entity will acquire or have any right under or by virtue of this Landowner's Letter of Representations. Signature page follows. A-2-5 4138-8404-1555.4 Dated: October 15, 2024 LANDOWNER: Diamond Beach Holdings, LLC, a Texas limited liability company By: Name: Title: A-2-6 4138-8404-1555.4 APPENDIX B CITY OF CORPUS CHRISTI,TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 (WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 IMPROVEMENT AREA 91 PROJECT) ISSUE PRICE CERTIFICATE The undersigned (the "Representative"), on behalf of FMSbonds, Inc. ("FMS"), hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the "Bonds"). 1. Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A. 2. Initial Offering Price of*the Hold-the-Offering-Price Maturities. (a) The Representative offered the Hold-the-Offering-Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the "Initial Offering Prices") on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B. (b) As set forth in the Bond Purchase Agreement for the Bonds, the Representative hs agreed in writing that, (i) for each Maturity of the Hold-the-Offering-Price Maturities, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the "hold-the-offering-price rule"), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail distribution agreement, to comply with the hold-the-offering-price rule. Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Hold-the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period. 3. Defined Terms. (a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the "General Rule Maturities." (b) Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in Schedule A hereto as the "Hold-the-Offering-Price Maturities." (c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of(i) the close of the fifth business day after the Sale Date, or (ii) the date on which the Underwriter sold at least 10% of such Hold-the- B-1 4138-8404-1555.4 Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity. (d) Issuer means the City of Corpus Christi, Texas. (e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities. (f) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term "related parry" for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (g) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is October 15, 2024. (h) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public). The remainder of this page is left blank intentionally. B-2 4138-8404-1555.4 The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents the Representative's interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Norton Rose Fulbright US LLP, Bond Counsel, in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. EXECUTED AND DELIVERED as of this , 2024. FMSbonds, Inc., as Underwriter By: Name: Theodore A. Swinarski Title: Senior Vice President—Trading B-3 4138-8404-1555.4 SCHEDULE A SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL OFFERING PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES (Attached) B-4 4138-8404-1555.4 SCHEDULE B PRICING WIRE OR EQUIVALENT COMMUNICATION (Attached) B-5 4138-8404-1555.4 APPENDIX C [LETTERHEAD OF CITY ATTORNEY] October 31, 2024 FMSbonds, Inc. BOKF, NA 5 Cowboys Way, Suite 300-25 1401 McKinney Street, Suite 1000 Frisco, Texas 75034 Houston, Texas 77010 Norton Rose Fulbright US LLP City of Corpus Christi 2200 Ross Avenue, Suite 3600 Attn: City Manager Dallas, Texas 75201 1201 Leopard Street Corpus Christi, Texas 78401 CITY OF CORPUS CHRISTI, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 (WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 IMPROVEMENT AREA#1 PROJECT) Ladies and Gentlemen: I am the City Attorney for the City of Corpus Christi, Texas (the "City") and am rendering this opinion in connection with the issuance and sale of$ "City of Corpus Christi, Texas, Special Assessment Revenue Bonds, Series 2024 (Whitecap Public Improvement District No. 1 Improvement Area #1 Project)" (the "Bonds"), by the City, a political subdivision of the State of Texas (the "State"). The Bonds are authorized pursuant to an ordinance enacted by the City Council of the City (the "City Council") on October 15, 2024 (the "Bond Ordinance"), and shall be issued pursuant to the provisions of Subchapter A of the Public Improvement District Assessment Act, Chapter 372, Texas Local Government Code, as amended (the "Act") and the Indenture of Trust dated as of October 1, 2024 (the"Indenture")by and between the City and BOKF, NA, as trustee (the "Trustee"). Capitalized terms not defined herein shall have the same meanings as in the Indenture, unless otherwise stated herein. In connection with rendering this opinion, I have reviewed the: (a) The Resolution No. 032761 (the "Creation Resolution") enacted by the City Council on May 17, 2022; (b) An ordinance accepted and approved by City Council on February 20, 2024, and the Service and Assessment Plan attached as an exhibit thereto (the "Assessment Ordinance"); C-1 4138-8404-1555.4 (c) The Bond Ordinance; (d) The Indenture; (e) the Development Agreement Whitecap North Padre Island, between the City and Ashlar Interests, LLC, a Texas limited liability company, effective December 12, 2023; (f) the PID Reimbursement Agreement Whitecap Public Improvement District No. 1, effective February 20, 2024, between the City and Ashlar Interests, LLC, a Texas limited liability company (the"Developer"); (g) That certain Continuing Disclosure Agreement of Issuer with respect to the Bonds, dated as of October 1, 2024, executed and delivered by the City, P3Works, LLC, as Administrator, and BOKF, NA, as Dissemination Agent; and (h) Such other documents, records, agreements, or certificates as I have deemed necessary or appropriate to enable us to render the opinions expressed below. The Creation Resolution, the Assessment Ordinance, the Indenture, and the Bond Ordinance shall hereinafter be collectively referred to as the "Authorizing Documents" and the remaining documents shall hereinafter be collectively referred to as the "City Documents." In all such examinations, I have assumed that all signatures on documents and instruments executed by the City are genuine and that all documents submitted to us as copies conform to the originals. In addition, for purposes of this opinion, I have assumed the due authorization, execution, and delivery of the City Documents by all parties other than the City. Based upon and subject to the foregoing and the additional qualifications and assumptions set forth herein, I am of the opinion that: 1. The City is a Texas political subdivision and a home rule municipal governmental entity, and has all necessary power and authority to enter into and perform its obligations under the Authorizing Documents and the City Documents. The City has taken or obtained all actions, approvals, consents, and authorizations required of it by applicable laws in connection with the execution of the Authorizing Documents and the City Documents and the performance of its obligations thereunder. 2. To the best of our knowledge, there is no action, suit, proceeding, inquiry or investigation at law or in equity, before or by any court, public board or body, pending, or threatened against the City: (a) affecting the existence of the City or the titles of its officers to their respective offices, (b) in any way questioning the formation or existence of the District, (c) affecting, contesting or seeking to prohibit, restrain or enjoin the delivery of any of the Bonds, or the payment, collection or application of any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, including the Improvement Area #1 Assessments in Improvement Area#1 of the District pursuant to the provisions of the Assessment Ordinance and the Service and Assessment Plan referenced therein, (d) contesting or affecting the validity or enforceability or the City's performance of the City Documents, (e) contesting the exclusion of C-2 4138-8404-1555.4 the interest on the Bonds from federal income taxation, or (f) which may result in any material adverse change relating to the financial condition of the City. 3. The Authorizing Documents were duly enacted by the City and remain in full force and effect on the date hereof. 4. The City Documents have been duly authorized, executed and delivered by the City and remain legal, valid, and binding obligations of the City enforceable against the City in accordance with their respective terms. However, the enforceability of the obligations of the City under such City Documents may be limited or otherwise affected by (a) bankruptcy, insolvency, reorganization, moratorium, and other laws affecting the rights of creditors generally, (b)principles of equity, whether considered at law or in equity, and (c) the application of Texas law relating to action by future councils and relating to governmental immunity applicable to governmental entities. 5. The performance by the City of the obligations under the Authorizing Documents and the City Documents will not violate any provision of any federal or Texas constitutional or statutory provision. 6. No further consent, approval, authorization, or order of any court or governmental agency or body or official is required to be obtained by the City as a condition precedent to the performance by the City of its obligations under the Authorizing Documents and the City Documents (other than those that have been or will be obtained prior to the delivery of the Bonds, including the opinion of the Texas Attorney General). 7. The City has duly authorized and delivered the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum. 8. Based upon our limited participation in the preparation of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum, the statements and information contained in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum with respect to the City under the captions and subcaptions "ASSESSMENT PROCEDURES — Assessment Methodologies" and "— Assessment Amounts," "THE CITY," "THE DISTRICT," "LEGAL MATTERS — Litigation — The City," "CONTINUING DISCLOSURE — The City," and "APPENDIX A" are fair and accurate summaries of the laws and the documents and facts summarized therein. 9. The adoption of the Authorizing Documents, the execution and delivery of the City Documents, and the compliance with the provisions of the Authorizing Documents and the City Documents under the circumstances contemplated thereby, to the best of our knowledge: (a) do not and will not in any material respect conflict with or constitute on the part of the City a breach of or default under any agreement to which the City is a party or by which it is bound, and (b) do not and will not in any material respect conflict with or constitute on the part of the City a violation, breach of or default under any existing law, regulation, constitutional provision, court order or consent decree to which the City is subject. I express no opinion as to the laws of any jurisdiction other than the laws of Texas and the laws of the United States of America. The opinions expressed above concern only the effect C-3 4138-8404-1555.4 of the laws (excluding the principles of conflict of laws) of Texas and the United States of America as currently in effect. This opinion may not be relied upon by any other person except those specifically addressed in this letter. This opinion letter is as of the date hereof only, and I undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth herein. Very truly yours, CITY ATTORNEY C-4 4138-8404-1555.4 APPENDIX D-1 [LETTERHEAD OF THE WATSON FIRM] October 31, 2024 City of Corpus Christi FMSbonds, Inc. 1201 Leopard Street 5 Cowboys Way, Suite 300-25 Corpus Christi, Texas 78401 Frisco, Texas 75034 Norton Rose Fulbright US LLP BOKF, NA, as Trustee 98 San Jacinto Blvd., Suite 1100 1401 McKinney Street, Suite 1000 Austin, Texas 78701 Houston, Texas 77010 Shupe Ventura, PLLC 9406 Biscayne Blvd. Dallas, Texas 75218 CITY OF CORPUS CHRISTI, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 (WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 IMPROVEMENT AREA#1 PROJECT) Ladies and Gentlemen: We have served as Counsel for Ashlar Interests, LLC, a Texas limited liability company (the "Developer") in connection with the issuance and sale by the City of Corpus Christi, Texas (the "City"), of $ City of Corpus Christi, Texas, Special Assessment Revenue Bonds, Series 2024) (Whitecap Public Improvement District No. 1 Improvement Area #1 Project) (the "Bonds"), pursuant to that certain Indenture of Trust dated as of October 1, 2024 (the "Indenture"), by and between the City and BOKF, NA, as trustee (the "Trustee"). Proceeds from the sale of the Bonds will be used, in part, to fund certain public infrastructure improvements in the development known as "Whitecap" (the "Development") located in the City. The Bonds are being sold to FMSbonds, Inc. (the "Underwriter"), pursuant to that certain Bond Purchase Agreement, dated October 15, 2024 (the "Bond Purchase Agreement"), by and between the City and the Underwriter. This opinion is being delivered pursuant to Section 10(d) of the Bond Purchase Agreement. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Bond Purchase Agreement. D-1-1 4138-8404-1555.4 Assumptions and Bases for Opinions and Assurances In our capacity as Counsel for the Developer, and for purposes of rendering the opinions set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of: (a) The following documents being executed, entered into, reviewed, and/or issued, as the case may be, in connection with the issuance of the Bonds (collectively, the"Material Documents"): (1) the Development Agreement Whitecap North Padre Island between the City and the Developer, effective as of December 12, 2023; (2) the Developer's Letter of Representations executed by the Developer as of October 15, 2024; (3) the PID Reimbursement Agreement Whitecap Public Improvement District No. 1, executed by the Developer and the City effective February 20, 2024; (4) the Development and Management Agreement, effective as of December 6, 2021, amended by a First Amendment to Development & Management Agreement effective as of June 8, 2022, and a Second amendment to Development & Management Agreement effective as of December 12, 2023, each executed and delivered by Diamond Beach Holdings, LLC a Texas limited liability company (the "Landowner") and the Developer (as amended to date the"DMA"); and (5) the Flow of Funds Agreement, effective as of September 19, 2024, executed and delivered by the Developer and the Landowner (the "Flow of*Funds Agreement'); and (6) the Continuing Disclosure Agreement of Developer, dated as of October 1, 2024, executed and delivered by the Developer, P3Works, LLC, as Administrator, and BOKF, NA, as Dissemination Agent; and (7) the Closing Certificate of Developer executed by the Developer as of the date hereof. (b) Each of the documents and certificates described in ExhibitA attached hereto and made a part hereof(the"Developer Basic Documents"); (c) The Preliminary Limited Offering Memorandum, dated October 1, 2024, relating to the issuance of the Bonds (the "Preliminary Limited Offering Memorandum"); (d) The final Limited Offering Memorandum, dated October 15, 2024, relating to the issuance of the Bonds (collectively with the Preliminary Limited Offering Memorandum, the"Limited Offering Memorandum"); and (e) Such other documents, records, agreements, and certificates of the Developer, constituent parties and such other parties as we have deemed necessary or appropriate to enable us to render the opinions expressed below. D-1-2 4138-8404-1555.4 In rendering the opinions set forth herein, we have assumed: (i) the due authorization, execution, and delivery of each of the documents referred to in this opinion letter by all parties thereto (other than the authorization, execution, and delivery by the Developer) and that each such document constitutes a valid, binding, and enforceable obligation of each party (other than the Developer) thereto, (ii) all of the parties (other than the Developer) to the documents referred to in this opinion letter are duly organized, validly existing, in good standing and have the requisite power, authority (corporate, limited liability company, partnership or other) and legal right to execute, deliver, and perform its obligations under such documents (except to the extent set forth in our opinions set forth herein regarding valid existence and power and authority of the Developer to execute, deliver, and perform its obligations under the Material Documents), (iii) each certificate from governmental officials reviewed by us is accurate, complete, and authentic, and all official public records are accurate and complete, (iv)the legal capacity of all natural persons, (v)the genuineness of all signatures (other than those of the Developer in respect of the Material Documents), (vi) the authenticity and accuracy of all documents submitted to us as originals, (vii)the conformity to original documents of all documents submitted to us as photostatic or certified copies, (viii)that no laws or judicial, administrative, or other action of any Governmental Authority (as defined in Schedule I attached hereto) of any jurisdiction not expressly opined to herein would adversely affect the opinions set forth herein, and (ix)that the execution and delivery by each party (other than the Developer) of, and performance of its agreements in, the Material Documents do not breach or result in a default under any existing obligation of such party under any agreements, contracts or instruments to which such party is a party to or otherwise subject to or any order, writ, injunction or decree of any court applicable to such party. Opinions and Assurances Based solely upon the foregoing, and subject to the assumptions and limitations set forth herein, we are of the opinion that: 1. The Developer is (a) based solely upon the Texas Certificate of Fact, validly existing under the laws of the State of Texas and qualified to transact business in the State of Texas, and (b)based solely upon the relevant FTAS Page, in good standing under the laws of the State of Texas. 2. The Developer has the limited liability company power and authority under the Texas Business Organizations Code and the Developer Basic Documents to execute, deliver and perform its obligations under the Material Documents to which it is a party. The execution and delivery by the Developer of each Material Document to which it is a party, and the performance by the Developer of its agreements set forth therein, have been duly authorized by all necessary limited liability company action under the laws of the State of Texas and the Developer Basic Documents. 3. The execution and delivery by the Developer of the Material Documents and the performance by the Developer of its obligations under the Material Documents will not (i) violate any Applicable Law (as defined in Schedule I attached hereto); (ii) conflict with or result in the breach of any court decree or order of any governmental body or otherwise actually known to the lawyers who have provided substantive attention to the representation reflected in this opinion binding upon or affecting the Developer, the conflict with which or breach of which D-1-3 4138-8404-1555.4 would have a material, adverse effect on the ability of the Developer to perform its obligations under the Material Documents to which it is a party; or (iii) constitute a violation of its limited liability company agreement or certificate of formation. 4. No Governmental Approval (as defined in Schedule I attached hereto) which has not been obtained or taken is required to be obtained or taken by the Developer on or before the date hereof as a condition to (a)the execution and delivery by the Developer of the Material Documents to which it is a party, or (b)the performance by the Developer of its obligations under the Material Documents to which it is a party, except for Governmental Approvals that may be required to comply with certain covenants contained in the Material Documents (including, without limitation, covenants to comply with applicable laws). 5. The Material Documents to which the Developer is a party have been duly executed and delivered by the Developer and constitute the legal, valid, and binding obligation of the Developer, enforceable against the Developer in accordance with its terms, subject to the following qualifications: (i)the effect of applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally, and (ii)the effect of the exercise of judicial discretion in accordance with general principles of equity (whether applied by a court of law or of equity), and (iii)the effect that enforceability of the indemnification provisions therein may be limited, in whole or in part, and (iv) with respect to the DMA, this opinion shall only apply with respect to Articles 4, 5, and 7 thereof. 6. Other than as may be described in the Limited Offering Memorandum, there are no actions, suits or proceedings pending or threatened against the Developer actually known to the lawyers who have provided substantive attention to the representation reflected in this opinion in any court of law or equity, or before or by any governmental instrumentality with respect to (i)its organization or existence or qualification to do business in the State of Texas; (ii)its authority to execute or deliver the Material Documents to which it is a party; (iii)the validity or enforceability against it of such Material Documents or the transactions described therein; (iv)the titles of the parties executing the Material Documents; (v)the execution and delivery of the Material Documents on behalf of the Developer; (vi)the operations or financial condition of the Developer that would materially adversely affect those operations or the financial condition of the Developer; or (vii)the acquisition and construction of the property and improvements identified in the Limited Offering Memorandum the cost of which is to be funded or reimbursed, in whole or in part, by proceeds of the Bonds. 7. The execution and delivery of the Material Documents do not, and the transactions described therein may be consummated and the terms and conditions thereof may be observed and performed in a manner that does not, conflict with or constitute a breach of or default under any loan agreement, indenture, bond note, resolution, agreement or other instrument to which the Developer is a party or is otherwise subject which violation, breach or default would materially adversely affect the Developer or its performance of its obligations under the transactions described in the Documents; nor will any such execution, delivery, adoption, fulfillment, or compliance result in the creation or imposition of any lien, charge, or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Developer, except as expressly described in the Material Documents (a)under Applicable Law or (b) under any such loan agreement, indenture, bond note, resolution, agreement, or other instrument. D-1-4 4138-8404-1555.4 8. The information set forth in the Limited Offering Memorandum under the captions "PLAN OF FINANCE (other than the subcaption "The Bonds and the Reimbursement Agreement'), "OVERLAPPING TAXES AND DEBT — Homeowners' Association Dues," "THE IMPROVEMENT AREA #1 IMPROVEMENTS," "THE DEVELOPMENT," "THE DEVELOPER AND THE LANDOWNER" (but only as it applies to the Developer), "BONDHOLDERS' RISKS" (but only as it pertains to the Developer, the Improvement Area #1 Improvements, and the Development), "LEGAL MATTERS—Litigation — The Developer and the Landowner" (only as it pertains to the Developer), "CONTINUING DISCLOSURE — The Developer," "CONTINUING DISCLOSURE — The Developer's Compliance with Prior Undertakings," and "SOURCES OF INFORMATION — Source of* Certain Information," insofar as such information constitutes matters of law, summaries solely of legal matters, provisions of the Developer's certificate of formation or agreement of limited liability company or legal proceedings fairly summarize those matters of law, legal matters, provisions of the Developer's certificate of formation, agreement of limited liability company or legal proceedings in all material respects. In addition, based upon our participation in the preparation of the Limited Offering Memorandum, and although we have not independently verified the information in the Limited Offering Memorandum and are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Limited Offering Memorandum and any amendment or supplement thereto, no facts have come to our attention that lead us to believe that the information set forth under the captions referenced in the preceding paragraph as of the date of the Limited Offering Memorandum and the date hereof, contained or contains any untrue statement of a material fact, or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. We express no opinion as to the laws of any jurisdiction other than the laws of Texas and the laws of the United States of America. The opinions expressed above concern only the effect of the laws (excluding the principles of conflict of laws) of Texas and the United States of America as currently in effect. This opinion is rendered solely as the date hereof, and we assume no obligation to supplement this opinion if any applicable laws change after the date of this opinion, or if we become aware of any facts that might change the opinions expressed above after the date of this opinion. This opinion may not be relied upon by any other person except those specifically addressed in this letter. The opinions expressed herein are expressed as of the date hereof, and we expressly disclaim any responsibility to update or supplement any such opinion after the date hereof or to inform you or any other person or entity of any event or changes coming to our attention or occurring subsequent to the date hereof. [Signature page follows.] D-1-5 4138-8404-1555.4 Very truly yours, Watson Law Group, PLLC D-1-6 4138-8404-1555.4 Schedule I As used herein, "Applicable Law" means the laws, rules and regulations of the State of Texas and the United States of America that, in our experience, are normally applicable to transactions of the type contemplated by the Material Documents and the rules and regulations adopted thereunder; provided that the terms "Applicable Law" does not include any a. local or municipal laws, b. environmental laws or regulations, c. development, zoning, utility, land use or building codes, laws or regulations, d. water management laws or regulations, e. labor, employee, occupational safety and health laws, or f. tax, antifraud or banking or securities laws, rules or regulations. As used herein, "Governmental Approval" means any consent, approval, license, authorization or validation of, or filing, recording or registration with, any Governmental Authority of the State of Texas or any governmental authority or instrumentality of the United States of America pursuant to any Applicable Law. As used herein, "Governmental Authority" means the government of the State of Texas and any agency, authority, statewide subdivision instrumentality, regulatory body, court or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to such government. D-1-7 4138-8404-1555.4 EXHIBIT A Developer Basic Documents 1. Certificate of Formation of Ashlar Interests, LLC, filed by the Secretary of State of the State of Texas on August 19, 2021; 2. Certificate of Fact with respect to the existence of Ashlar Interests, LLC, dated , 2024, from the Secretary of State of the State of Texas; 3. Statement of Franchise Tax Account Status obtained through the website of the Texas Comptroller of Public Accounts, accessed , 2024, at p.m., which statement indicates that, as of the date and time thereof, the right of Ashlar Interests, LLC, to transact business in Texas is "active" (the "FTAS Page"); 4. Limited Liability Company Agreement of Ashlar Interests, LLC, dated August 19, 2021; and 5. Written Consent of the Members of Ashlar Interests, LLC, dated effective as of , 2024. D-1-8 4138-8404-1555.4 APPENDIX D-2 [LETTERHEAD OF SHUPE VENTURA, PLLC] October 31, 2024 City of Corpus Christi FMSbonds, Inc. 1201 Leopard Street 5 Cowboys Way, Suite 300-25 Corpus Christi, Texas 78401 Frisco, Texas 75034 Norton Rose Fulbright US LLP BOKF, NA, as Trustee 98 San Jacinto Blvd., Suite 1100 1401 McKinney Street, Suite 1000 Austin, Texas 78701 Houston, Texas 77010 The Watson Group, PLLC 4925 Greenville Avenue, Suite 604 Dallas, Texas 75206 CITY OF CORPUS CHRISTI, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 (WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 IMPROVEMENT AREA#1 PROJECT) Ladies and Gentlemen: We have acted as special counsel to Ashlar Interests, LLC, a Texas limited liability company (the "Developer"), in connection with the issuance and sale by the City of Corpus Christi, Texas (the "City"), of$ City of Corpus Christi, Texas, Special Assessment Revenue Bonds, Series 2024 (Whitecap Public Improvement District No. 1 Improvement Area #1 Project) (the "Bonds"), pursuant to that certain Indenture of Trust dated as of October 1, 2024 (the "Indenture'), by and between the City and BOKF, NA, as trustee (the "Trustee"). Proceeds from the sale of the Bonds will be used, in part, to fund certain public infrastructure improvements in the development known as "Whitecap Improvement Area #1" (the "Development") located in the City. The Bonds are being sold to FMSbonds, Inc. (the "Underwriter"), pursuant to that certain Bond Purchase Agreement dated October 15, 2024 (the "Bond Purchase Agreement"), between the City and the Underwriter. This opinion is being delivered pursuant to Section 10(d) of the Bond Purchase Agreement. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Bond Purchase Agreement. Appendix D-2-1 In our capacity as special counsel to the Developer, and for purposes of rendering the opinions set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of: (a) The following documents to which the Developer is a party (collectively, the "Reviewed Documents"): (1) the Development Agreement Whitecap North Padre Island, effective as of December 12, 2023, between the City and Ashlar Interests, LLC, a Texas limited liability company; and (2) the PID Reimbursement Agreement Whitecap Public Improvement District No. 1 effective February 20, 2024, executed and delivered by the City and the Developer; and (3) the Development and Management Agreement, effective as of December 6, 2021, amended by a First Amendment to Development & Management Agreement effective as of June 8, 2022, and a Second Amendment to Development & Management Agreement effective as of December 12, 2023, each executed and delivered by Diamond Beach Holdings, LLC a Texas limited liability company (the"Landowner") and the Developer; and (4) the Flow of Funds Agreement, effective as of September 19, 2024, executed and delivered by the Developer and the Landowner; and (5) the Developer's Letter of Representations executed by the Developer as of October 15, 2024; and (6) the Continuing Disclosure Agreement of Developer with respect to the Bonds, dated as of October 1, 2024, executed and delivered by the Developer, MWorks, LLC, as PID Administrator, and BOKF, NA, as Dissemination Agent. (b) The Preliminary Limited Offering Memorandum, dated October 1, 2024, relating to the issuance of the Bonds; and (c) The final Limited Offering Memorandum dated October 15, 2024, relating to the issuance of the Bonds; and (d) Such other documents, records, agreements, and certificates of the Developer as we have deemed necessary or appropriate to render the opinions expressed below. In rendering the opinions expressed below, we have, with your concurrence and without any inquiry or other investigation, made and relied upon the following assumptions: (a)the due authorization, execution and delivery of each of the Reviewed Documents by all parties thereto other than the Developer; (b)the genuineness of all signatures to the Reviewed Documents; (c) the correctness and truthfulness of all the statements of fact contained in the Reviewed Documents; (d) the authenticity of the Reviewed Documents; (e) the conformity to original documents of the Reviewed Documents submitted to us as copies; and (f) the additional assumptions set forth on Exhibit A attached to this letter and the exclusions set forth on Appendix D-2-2 Exhibit B attached to this letter. Our opinions are limited to matters expressly stated herein and no opinion is to be inferred or may be implied beyond the matters expressly stated. In rendering the opinions set forth below, we have also relied upon: (a) the representations and warranties contained in the Reviewed Documents; (b) the resolutions and other documents of the parties to the Reviewed Documents authorizing or approving the Reviewed Documents; (c) the Closing Certificate of the Developer delivered pursuant to the Bond Purchase Agreement; (d) the legal opinion delivered pursuant to the Bond Purchase Agreement by the Watson Law Group, PLLC, corporate counsel to the Developer; and (e) the legal opinion delivered pursuant to the Bond Purchase Agreement by [Miles Risley, City Attorney] (collectively, the "Reliance Materials"). We have not made any independent or other investigation, review, analysis, or inquiry as to any of the facts, matters, circumstances or legal opinions or conclusions contained in the Reviewed Documents or Reliance Materials or the accuracy or completeness thereof. Additionally, we have assumed that none of the Reviewed Documents or Reliance Materials contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements made, in light of the circumstances in which they are made, not misleading. We have not made any examination of any accounting or financial matters, and we express no opinion with respect thereto. The opinions expressed herein are subject to the correctness in understanding that no beneficiary to this opinion letter may rely on this opinion letter to the extent that such beneficiary or its counsel has actual knowledge of any applicable laws, facts, or circumstances which would make any opinion expressed herein incorrect, subject to question, or require further investigation of any laws, facts or circumstances. Whenever our opinion or advice with respect to the existence or absence of facts is indicated to be based on our knowledge, we are referring to the actual knowledge of the Shupe Ventura, PLLC attorneys who have given substantive attention to matters concerning the Developer during the course of our representation of the Developer in connection with the Reviewed Documents, which knowledge has been obtained by such attorneys in their capacity as such. In particular, our response does not include matters known to any attorney of our firm in a capacity other than as special counsel to the Developer. Further, the words "our knowledge," "our actual knowledge" and similar expressions used in this opinion letter are intended to be limited to the actual knowledge of Misty Ventura, Corey Admire, and Roxanne Sheehan of our firm who have been directly involved in representing the Developer. We have not undertaken any independent investigation to determine the existence or absence of such facts, and no inference as to our knowledge concerning such facts should be drawn from the fact that such limited representation has been undertaken by us. Based upon the foregoing, but subject to the assumptions, qualifications, and limitations set forth both above and below, and having due regard for such legal considerations as we deem relevant, we are of the opinion that: 1. The Reviewed Documents constitute legal, valid, and binding obligations of and are enforceable against the Developer in accordance with their respective terms. Appendix D-2-3 2. The execution, delivery, and performance by the Developer of its obligations under the Reviewed Documents do not violate any existing laws of the State of Texas applicable to the Developer or any ordinances of the City applicable to the Developer. 3. No consents or approvals are required from the City, the State of Texas, or any other political subdivision or agency of the State of Texas in connection with the execution, delivery, and performance by the Developer of its obligations under the Reviewed Documents except those consents and approvals: (i) already obtained; (ii)required or described in the express terms of the Reviewed Documents; and (iii) that are necessary for the Developer to perform its obligations under the Reviewed Documents and are ordinarily and customarily required to develop land within the City and to operate the businesses of the Developer that are described in the Reviewed Documents. The foregoing opinions are, with your concurrence, predicated on, limited by and qualified in their entirety by the following: (a) The foregoing opinions are based on and limited to the laws of the State of Texas, and we render no opinion with respect to the federal laws of the United States or to the laws of any other jurisdiction. (b) We express no opinion with respect to the enforceability of provisions of the Reviewed Documents that relate to (i) mediation or arbitration; (ii)limitations or restrictions on, or waiver of, legal or equitable remedies; (iii)indemnity or release; (iv) limitations or restrictions on assignment or transfer of rights, interests or property; (v)the rights or obligations of third parties; (vi) evidentiary standards; (vii)waiver of rights to notice or the obligations of good faith, fair, dealing, diligence or reasonableness; (viii) self-help, subrogation, delay or omission to enforce rights or remedies, contribution or severability; (ix)the availability of specific performance, injunctive relief or any other equitable remedy (regardless of whether such question is considered in a proceeding in equity or at law); (x)fixed, stipulated or liquidated damages; (xi)the making of determinations in the sole and absolute (or similarly described) discretion of a party to the Reviewed Documents; (xii) authorizing any party to exercise any rights other than in accordance with applicable law; (xiii)liability of any party for payment of any amount payable under the Reviewed Documents to the extent such amounts (A) accrue, or are attributable to any period of time, after the termination of any of the Reviewed Documents, (B) allow any other party to recover more than the "benefit of its bargain" or (C) exceed the amount of any party's actual damages; (xiv)rendering inapplicable any otherwise applicable law (other than those laws which by their terms may be rendered inapplicable); (xv)requiring all amendments, waivers and terminations be in writing or requiring disregard of any course of dealing between the parties; (xvi) establishing any obligation of the parties as absolute or unconditional regardless of the occurrence or non- occurrence or existence or non-existence of any event or other state of facts; (xvii) obligations of the parties by reference to and/or incorporation of any provision of any agreement other than the Reviewed Documents, or that consist of or employ provisions (whether operative or definitional) contained in any such other agreement; (xviii) obligating any party to take action it has no legal right to take, or to take or not take an action if taking or failing to take the same would constitute, or aid or abet, a Appendix D-2-4 violation of applicable law; (xix) certain agreements of non-signatories, or obligations of signatories with respect to non-signatories or other persons or entities, whether or not signatories, not under the control of such signatories; (xx) selection of venue; (xxi) modifying the time at which any applicable statute of limitation begins to run or at which any cause of action begins to accrue; (xxii) an exemption from any sales or other taxes; (xiii) disclaiming or limiting warranties implied by or required pursuant to law; (xxiv)waiving the defense that an adequate remedy at law exists; and (xxv)waiving any suretyship defenses. (c) The validity, binding effect, and enforceability of the Reviewed Documents may be limited by (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, liquidation, redemption, conservatorship, rearrangement, fraudulent conveyance, or other similar statutes, regulations or laws affecting creditor's rights and remedies generally; (ii) general principles of equity; (iii)judicial discretion; (iv) the exercise by political subdivisions or governmental authorities or corporations acting on their behalf of sovereign or governmental immunity, legislative or governmental powers, police powers, taxing powers, or rights of appropriation; and (v) applicable court decisions relating to a duty or obligation to mitigate damages. (d) We express no opinion regarding the effect of the laws of usury or similar laws regarding interest rate limitations on the provisions of the Reviewed Documents. (e) We express no opinion with respect to the matters described on Exhibit B attached to this letter. (f) The opinions set forth herein are also subject to the qualification that enforceability of the Reviewed Documents may be limited by (i)the provisions of Section 130.002 of the Texas Civil Practice and Remedies Code regarding limitations on indemnifications; (ii) Section 28 of the Texas Property Code regarding prompt payment to contractors and subcontractors; (iii) Section 16.071 of the Texas Civil Practice and Remedies Code regarding the time period for a claimant to give notice of a claim for damages as a condition precedent to the right to sue on a contract; (iv) Section 16.070 of the Texas Civil Practice and Remedies Code regarding permitted contractual limitations on when a claimant may bring suit on a contract; (v) Section 38.02 of the Texas Civil Practice and Remedies Code providing for the notice time period in order for a claimant to recover attorneys' fees; (vi)the "express negligence" and "clear and conspicuous" rules adopted by the Texas Supreme Court, as applied to any indemnity or release provisions in the Reviewed Documents; (vii) Section 35.52 of the Texas Business and Commerce Code; (viii) Section 162.001 et seq. of the Texas Property Code; (ix) Section 302.002 of the Texas Finance Code; (x) Section 28.009 of the Texas Property Code; and (xi) claims of sovereign or governmental immunity by political subdivisions or governmental authorities or corporations acting on their behalf. (g) The opinions expressed herein are based on our consideration of laws of the State of Texas which, in our experience, are normally applicable to transactions of the type described in the Reviewed Documents. Appendix D-2-5 This opinion letter has been rendered solely for the benefit of the addressees named above in connection with the Bond Purchase Agreement and the transactions described therein, and may not be used, circulated, quoted, relied upon or otherwise referred to for any other purpose or by any other person without our prior written consent. A copy of this opinion letter may be delivered by the Underwriter in connection with the issuance of the Bonds, and the Underwriter may rely on the opinions expressed above. This opinion letter does not constitute a warranty or guarantee or an opinion as to matters of fact and should not be construed or relied upon as such. This opinion letter is as of the date hereof only, and we undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth herein. Very truly yours, Appendix D-2-6 EXHIBIT A TO OPINION LETTER ADDITIONAL ASSUMPTIONS In addition to the assumptions contained in the letter to which this Exhibit A is attached, we have, with your concurrence and without any inquiry or other investigation, made and relied upon the following additional assumptions: 1. The legal capacity of all natural persons executing the Reviewed Documents; 2. No undue influence, duress, fraud, or deceit exists with respect to the transactions described in the Reviewed Documents, and there has not been any mutual mistake of fact or misunderstanding with respect to the same; 3. The conduct of the parties to the Reviewed Documents has complied, and will comply, with any requirement of good faith, fair dealing, and conscionability; 4. There are no agreements or understandings, written or oral, among the parties to the Reviewed Documents, and there is no usage or trade or course of prior dealing among the parties to the Reviewed Documents that would, in either case, define, supplement, or qualify the terms of the Reviewed Documents; 5. All statutes and ordinances enacted by an official legislative body were validly enacted and are constitutional, and all rules and regulations promulgated or issued by an official administrative body and not adjudicated invalid or unenforceable are valid and enforceable; 6. All parties to the Reviewed Documents have complied with all legal requirements that are applicable to them to the extent necessary to authorize such parties to enter into the Reviewed Documents and, except as to the Developer, the Reviewed Documents are enforceable against the other parties thereto; 7. There has been no modification of any provision of the Reviewed Documents, and no waiver or release of any right or remedy thereunder; 8. All parties to the Reviewed Documents will act in accordance with, and will refrain from taking any action that is forbidden by, the terms and conditions of the Reviewed Documents; 9. All parties to the Reviewed Documents will obtain all permits and governmental approvals required in the future, and take all actions similarly required, relevant to subsequent consummation of the transactions evidenced by the Reviewed Documents or performance of the Reviewed Documents; and 10. There are no material misstatements in the legal opinions delivered pursuant to the Bond Purchase Agreement by: (i) Norton Rose Fulbright US LLP, Bond Counsel to the City; (ii) [Miles Risley, City Attorney], counsel to the City; (iii) Orrick, Herrington & Sutcliffe, LLP, counsel to the Underwriter; or (iv) Watson Law Group, PLLC, corporate counsel to the Developer. Appendix D-2-7 EXHIBIT B TO OPINION LETTER ADDITIONAL EXCLUSIONS None of the opinions expressed in the letter to which this Exhibit B is attached include any implied opinion unless such implied opinion is both (a) essential to the legal conclusion reached by the express opinions set forth in this letter and (b) based upon prevailing norms and expectations among experienced lawyers in the State of Texas, reasonable in the circumstances. Moreover, unless explicitly addressed in the letter to which this Exhibit B is attached, our opinions do not address any of the following legal issues or the effects thereof on the transactions evidenced by the Bond Purchase Agreement or any other documents prepared, delivered, or executed in connection with the Bonds (the "Bond Documents"), and we specifically express no opinion with respect to the Bond Documents related to: 1. Federal and State securities laws and regulations administered by the Securities and Exchange Commission and state "Blue Sky"laws and regulations. 2. The compliance or noncompliance by the Underwriter, the Trustee, the City, any party to the Bond Documents, or the purchasers of the Bonds with any federal and state laws or regulations applicable to the transactions evidenced by the Bond Documents; 3. Compliance with fiduciary duty requirements; 4. Decisions, orders, rules, policies, and regulations of any political subdivision, department, agency, organization, or entity of any kind created under or pursuant to federal law and judicial decisions to the extent they deal with any of the foregoing. 5. Title to any asset or property described or referred to in the Bond Documents or the accuracy or sufficiency of its description; 6. The creation, attachment, perfection, priority or enforcement of any lien, security interest or right of offset purported to be granted under the Bond Documents or created by operation of law; 7. The recordation or filing of any Bond Documents or related documents; 8. Federal and state environmental laws and regulations; 9. Federal and state land use and subdivision laws and regulations; 10. Federal and state tax laws and regulations; 11. Federal patent, copyright and trademark, state trademark, and other federal and state intellectual property laws and regulations; 12. Federal and state racketeering laws and regulations (e.g., RICO); 13. Federal and state health and safety laws and regulations (e.g., OSHA); 14. Federal and state labor laws and regulations; Appendix D-2-8 15. Federal and state laws, regulations and policies concerning (i) national and local emergency, (ii) possible judicial deference to acts of sovereign states, and (iii) criminal and civil forfeiture laws; 16. Other federal and state statutes of general application to the extent they provide for criminal prosecution (e.g., mail fraud and wire fraud statutes); and 17. The Bond Purchase Agreement, Indenture, Preliminary Limited Offering Memorandum, final Limited Offering Memorandum, and any other Bond Documents. Appendix D-2-9 APPENDIX D-3 Dykema Gossett PLLC Dy���� Weston Centre 112 E.Pecan Street, Suite 1800 San Antonio, Texas 78205 WWW.DYKEMA.COM Tel: 210.554.5500 Fax: 210.226.83 95 October 31, 2024 City of Corpus Christi FMSbonds, Inc. Point 1201 Leopard Street 5 Cowboys Way, Suite 300-25 Corpus Christi, Texas 78401 Frisco, Texas 75034 Norton Rose Fulbright US LLP BOKF, NA, as Trustee 98 San Jacinto Blvd., Suite 1100 1401 McKinney Street, Suite 1000 Austin, Texas 78701 Houston, Texas 77010 To the Addressees Set Forth Above: We have acted as special counsel to Diamond Beach Holdings, a Texas limited liability company (the "Landowner"), in connection with the issuance and sale by the City of Corpus Christi, Texas (the "City"), of$ City of Corpus Christi, Texas, Special Assessment Revenue Bonds, Series 2024 (Whitecap Public Improvement District No. 1 Improvement Area #1 Project) (the "Bonds")pursuant to that certain Indenture of Trust, dated as of October 1, 2024 (the "Indenture"), by and between the City and BOKF, NA, as trustee (the "Trustee"). Proceeds from the sale of the Bonds will be used, in part, to fund certain public infrastructure improvements in the development known as "Whitecap" (the "Development') located in the City. The Bonds are being sold to FMSbonds, Inc. (the "Underwriter"), pursuant to that certain Bond Purchase Agreement, dated as of October 15, 2024 (the "Bond Purchase Agreement'), by and between the City and the Underwriter. This opinion letter is given pursuant to Section 10(d) of the Bond Purchase Agreement. Capitalized terms used but not otherwise defined herein have the meanings given to such terms in the Bond Purchase Agreement. In rendering the opinions set forth below, we have reviewed originals or copies identified to our satisfaction of each of the following documents and instruments: (a) the Landowner Letter of Representations, executed by the Landowner as of October 15, 2024; (b) the Development and Management Agreement, dated as of December 6, 2021, by and between Ashlar Interests, LLC, a Texas limited liability company (the "Developer"), and the D-3-1 4138-8404-1555.4 Landowner, as amended by that certain First Amendment to Development & Management Agreement, dated effective June 8, 2022, and as further amended by that certain Second Amendment to Development& Management Agreement, dated effective December 12, 2023; (c) the Flow of Funds Agreement, dated as of September 19, 2024, by and between the Developer and the Landowner; (d) the Landowner Consent Certificate, dated as of October 15, 2024, issued by the Landowner; (e) the Closing Certificate of Landowner, executed and delivered by the Landowner as of the date hereof, (f) the Preliminary Limited Offering Memorandum, dated September 27, 2024 (the "Preliminary Limited Offering Memorandum"); (g) the Final Limited Offering Memorandum, dated October 15, 2024 (the "Limited Offering Memorandum"); (h) the Certificate of Formation and the Limited Liability Company Agreement of the Landowner, in each case as amended to date (the "Organizational Documents") (i) the records provided to us by the Landowner of actions by the member of the Landowner; 0) Certificate from the Secretary of State of Texas certifying as to the existence of the Landowner in the State of Texas; and (k) such other documents, instruments, and certificates of company and public officials as we have deemed necessary or appropriate for purposes of this opinion letter. The documents listed in clauses (a) through (e) above are referred to herein as the "Transaction Documents." The documents listed in clauses (b) and (c) above are referred to herein as the "Opinion Documents". We have made such investigations of fact and law, examined such documents, obtained such certificates from public officials and officers of the Landowner, and done such other things as we have determined necessary to render this opinion. We have relied on, as to factual matters, the representations of the Landowner and others, and on originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Landowner and such other instruments and other documents as we have deemed appropriate to render this opinion. We have assumed the genuineness of all signatures other than the signatures of officers of the Landowner, and the authenticity of all items submitted to us as originals and the conformity with the originals of all items submitted to us as copies. We have relied on, to the extent that we deem such reliance proper, certificates of public officials and of officials of the Landowner with respect to matters of fact that were not independently established. D-3-2 4138-8404-1555.4 Based upon the foregoing and subject to the limitations, assumptions, qualifications and exceptions set forth herein, we are of the opinion that: 1. The Landowner is a limited liability company, validly existing and in good standing under the laws of the State of Texas. 2. The Landowner has the requisite limited liability company power and authority to execute and deliver each of the Transaction Documents and to perform its obligations thereunder, and all limited liability company action required to be taken by the Landowner to authorize the execution and delivery of each of the Transaction Documents and the performance of its obligations thereunder has been duly and validly taken. 3. The Landowner has duly executed and delivered each of the Transaction Documents. 4. The execution and delivery by the Landowner of the Transaction Documents, and the performance by the Landowner of its obligations thereunder, (a) do not require any approval from or filing with any Governmental Authority (as defined below) other than (i) such as have been obtained or made and are in full force and effect, and (ii) such as are required in the ordinary course of business of the Landowner or the ownership or operation of its respective properties; (b) do not breach or result in a default under any of the existing terms, conditions or provisions of the Organizational Documents; and (c) do not violate any existing Texas or federal statute or regulation. 5. Each of the Opinion Documents constitutes the valid and binding obligation of the Landowner, enforceable against the Landowner in accordance with its terms. 6. To our knowledge, there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending, or threatened in writing, to which the Landowner is or may be a party, (a) that seek to enjoin or obtain damages by reason of the Landowner's execution or delivery of any of the Transaction Documents or the performance by the Landowner of its obligations thereunder; or (b) except as described in the Limited Offering Memorandum, as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to have a material adverse effect. 7. Without assuming any responsibility for the accuracy, completeness or fairness of the statements contained in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum, but on the basis of our assistance in the preparation of those portions of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum described below and our representation of the Landowner, nothing has come to our attention that would lead us to believe that (a) as of the date thereof, the Preliminary Limited Offering Memorandum contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than information permitted to be omitted from the Preliminary Limited Offering Memorandum pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934, as amended; or (b) on the date of the Limited Offering D-3-3 4138-8404-1555.4 Memorandum or the date hereof, the Limited Offering Memorandum contained or contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, the opinions set forth above are limited solely to the information set forth in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum under the captions "PLAN OF FINANCE" (other than the subcaption "The Bonds and the Reimbursement Agreement'), "OVERLAPPING TAXES AND DEBT — Homeowners' Association Dues," "THE IMPROVEMENT AREA #1 IMPROVEMENTS," "THE DEVELOPMENT" "THE DEVELOPER AND THE LANDOWNER," "LEGAL MATTERS—Litigation— The Developer and the Landowner", and "SOURCES OF INFORMATION—Source of*Certain Information", and, in each case, solely as such information pertains to the Landowner, and expressly excludes, without limitation, information to the extent such information pertains to the City, the Bonds, the Indenture, the Trustee and/or the Developer. The opinions expressed above are subject to the following qualifications and limitations: a. The Landowner's Organizational Documents and other constituent documents have been adopted in accordance with all applicable legal requirements. b. All information required to be disclosed in connection with any consent or approval by the members of the Landowner, and all information required to be disclosed in connection with any issue relevant to our opinions, has in fact been fully and fairly disclosed to all persons to whom it is required to be disclosed. C. We express no opinion as to whether any of the Transaction Documents or transactions contemplated therein are subject to the registration, qualification, or other requirements of the Securities Act of 1933, as amended, or the Trust Indenture Act of 1939, as amended, or any other federal or state securities or similar laws. d. Enforceability of the Transaction Documents may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, fraudulent conveyance, or other similar laws now or hereinafter in effect relating to or affecting the rights or remedies of creditors generally; (ii) general principles of equity including, without limitation, concepts of conscionability, materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance, injunctive relief or other equitable remedies, regardless of whether considered in a proceeding in equity or at law; and (iii) the applicability of other laws concerning the enforceability of certain of the remedial and waiver provisions of the Transaction Documents. e. For the purposes of the opinions set forth in Paragraph 1 hereof regarding the good standing of the Landowner in the State of Texas, we have relied exclusively on (i) the Certificates of Fact issued by the Secretary of State of the State of Texas and (ii) the information displayed as of October [e], 2024 with respect to the Landowner on the Franchise Tax Account Status Page of the website of the Office of the Texas Comptroller, including the indication thereon that the Landowner's right to transact business in Texas is "Active," and such opinions D-3-4 4138-8404-1555.4 are not intended to provide any conclusion or assurance beyond that conveyed by such certificates and information. f. We express no opinions herein as to the validity or enforceability of (i) any provisions of the Transaction Documents that purport to establish evidentiary standards; (ii) any provisions relating to choice of law, liquidated damages, waivers, surrenders, subrogation rights, delays or omissions of enforcement of rights or remedies, ratification of future acts, severability, consent judgments, summary proceedings; (iii) any provisions purporting to irrevocably appoint attorneys in fact or other agents; (iv) any provisions that purport to restrict access to, or assertion of, any legal or equitable defenses or remedies; or (v) any provisions purporting to entitle a party to indemnification in respect of any matters arising in whole or in part by reason of any illegal, wrongful, or negligent act or omission of such party. g. This opinion is limited to the laws of the State of Texas and the federal laws of the United States, and we express no opinion as to the laws of any other jurisdiction (including local units of government in Texas). Our opinions are expressed only with respect to laws and regulations (including laws and regulations requiring any consent, approval, waiver, license or authorization or other action by or filing with any governmental authority) known to us that, in our experience, are applicable both to transactions of the type contemplated by the Transaction Documents but without our having made any special investigation concerning any other laws or regulations, and we express no opinion as to the effect of any other laws or regulations. In addition, and without limiting the generality of the foregoing, we express no opinion as to any of the following laws, regulations or other governmental requirements or legal issues: (i) state and federal "blue sky" and securities laws and regulations, including, without limitation, laws and regulations relating to broker-dealer registration and laws and regulations relating to commodity (and other) futures and indices and other similar instruments; (ii) the rules and regulations of the Financial Industry Regulatory Authority, the New York Stock Exchange, or the Federal Reserve Board; (iii) fraudulent transfer and fraudulent conveyance laws and regulations; (iv)tax laws and regulations; (v) laws and regulations of general application to the extent they provide for criminal prosecution (e.g., mail fraud and wire fraud statutes); (vi) the statutes and ordinances, the administrative decisions, and the rules and regulations of counties, towns, municipalities, and special political subdivisions and other local or regional governmental authorities (whether created or enabled through legislative action at the federal, state, or regional level); (vii) environmental, zoning, land use, condominium, cooperative, subdivision, and other development laws and regulations, building codes and laws and regulations concerning access by persons with disabilities; (viii) laws and regulations to which the Landowner or the transactions contemplated by the Transaction Documents may be subject as a result of the Underwriter, the City or the Trustee's legal or regulatory status; (ix) compliance with fiduciary duty requirements; (x) usury laws and regulations; (xi) patent, copyright, trademark, and other intellectual property laws and regulations; (xii) antitrust and unfair competition laws and regulations; (xiii) pension and employee benefit laws and regulations; (xiv) labor laws and regulations; (xv) health and safety laws and regulations; (xvi) racketeering laws and regulations; (xvii) laws and regulations concerning filing and notice requirements (except to the extent expressly set forth in paragraph 4); (xviii) laws and regulations relating to money laundering or terrorism; (xix) laws, regulations and policies concerning national and local emergency; or (xx) any judicial or administrative decisions to the extent they deal with any of the foregoing. D-3-5 4138-8404-1555.4 h. We have assumed that all parties to Transaction Documents (i) are duly organized, validly existing, and in good standing under the laws of their respective jurisdictions of organization; (ii) are duly qualified to transact business, and are in good standing, as foreign entities in all other jurisdictions where they are conducting their businesses or are otherwise required to be so qualified or in good standing; (iii) have full power and authority to execute, deliver, and perform their obligations under such documents; and (iv) have duly authorized, executed, and delivered such documents; provided, however, that we have not relied on any of the assumptions stated in clauses (i), (ii), (iii) or (iv) of this paragraph with respect to the Landowner to the extent that we have expressly rendered an opinion herein as to the matters stated in such clauses. i. The execution, delivery and performance by all parties to the Transaction Documents do not (i) violate or contravene the certificate of incorporation or formation, bylaws or limited liability company agreement or other constituent documents of such parties; (ii) violate any laws applicable to such parties; (iii) conflict with or result in the breach of any document or instrument binding on such parties or any of their properties; or (iv) require any authorization, approval, consent or other action by, or notice to or filing with, any government, any state, or other political subdivision thereof, any agency, authority, court, or other entity exercising executive, legislative, judicial or administrative powers or functions of or pertaining to government (each of the foregoing being referred to herein as a "Governmental Authority"), or any other third party, or, if any such authorization, approval, consent, action, notice or filing is required, it has been duly obtained or made and is in full force and effect; provided, however, that we have not relied upon the assumptions stated in clauses (i), (ii), (iii) or (iv) of this paragraph with respect to the Landowner to the extent that we have expressly rendered an opinion herein as to the matters stated in such clauses. j. Where statements in this opinion are qualified by the term "material," or"material adverse effect," those statements involve judgments and opinions as to materiality or lack of materiality of any matter to the Landowner or its businesses, prospects, assets or financial condition that are entirely those of the Landowner, and its officers and trustees, after having been advised by us as to the legal effect and consequences of such matters. This opinion is limited to the matters stated herein as of the date hereof, and no opinion is to be inferred or may be implied beyond the matters expressly stated herein or as of any other date. References to "our knowledge" or "to the best of our knowledge" are limited to the actual knowledge of the attorneys of our firm who have participated in rendering legal services to the Landowner in connection with its entering into the Transaction Documents and the transactions contemplated thereby. This opinion is solely for the benefit of the parties to whom it is addressed in connection with the transactions contemplated in the Bond Purchase Agreement, and may not be used, relied upon or published by any other person or entity or for any other purpose whatsoever. This opinion is not to be furnished to, quoted by or referred to by any other person or entity without the prior written consent of our firm. Finally, we disclaim any independent undertaking to advise the addressees of any changes or additional information that may be brought to our attention after the date of this opinion that might in any manner affect the opinions stated herein. D-3-6 4138-8404-1555.4 Respectfully submitted, Dykema Gossett PLLC D-3-7 4138-8404-1555.4 APPENDIX E-1 DEVELOPER CLOSING CERTIFICATE Ashlar Interests, LLC, a Texas limited liability company (the "Developer"), DOES HEREBY CERTIFY the following as of the date hereof All capitalized terms not otherwise defined herein shall have the meaning given to such term in the Limited Offering Memorandum. 1. The Developer is a limited liability company organized, validly existing, and in good standing under the laws of the State of Texas. 2. Representatives of the Developer have provided information to the City of Corpus Christi, Texas (the "City") and FMSbonds, Inc. (the "Underwriter") to be used in connection with the offering by the City of its $ aggregate principal amount of Special Assessment Revenue Bonds, Series 2024 (Whitecap Public Improvement District No. 1 Improvement Area #1 Project) (the "Bonds"), pursuant to the Preliminary Limited Offering Memorandum, dated October 1, 2024 (the "Preliminary Limited Offering Memorandum"), and Limited Offering Memorandum dated October 15, 2024 (the "Limited Offering Memorandum"). 3. Attached hereto are true, correct, and complete copies of (i) the fully executed copies of the Developer's organizational documents, (ii) a Certificate of Status from the Texas Secretary of State for the Developer, dated within 10 days of the Closing Date, and (iii) verification of franchise tax account status from the Texas Comptroller of Public Accounts for the Developer, dated within 10 days of the Closing Date, and such documents have not been amended or supplemented and are in full force and effect as of the date hereof. 4. The Developer has delivered to the Underwriter and the City a (i) Certificate of Status from the Texas Secretary of State, and (ii) verification of franchise tax account status from the Texas Comptroller of Public Accounts for the Developer. 5. The Developer has executed and delivered each of the below listed documents (individually, a "Developer Document" and collectively, the "Developer Documents") in the capacity provided for in each such Developer Document, and each such Developer Document constitutes a valid and binding obligation of the Developer, enforceable against the Developer in accordance with its terms: (a) the Developer's Letter of Representations dated October 15, 2024; and (b) the Development Agreement Whitecap North Padre Island, effective as of December 12, 2023, executed and delivered by the City and the Developer; and (c) the PID Reimbursement Agreement Whitecap Public Improvement District No. 1, effective February 20, 2024, executed and delivered by the City and the Developer; and (d) the Development and Management Agreement, effective as of December 6, 2021, executed and delivered by the Developer and Diamond Beach Holdings, LLC a Appendix E-1-1 Texas limited liability company (the "Landowner"), as amended by that certain First Amendment to Development & Management Agreement, dated effective June 8, 2022, and as further amended by that certain Second Amendment to Development & Management Agreement, dated effective December 12, 2023; and (e) the Flow of Funds Agreement, effective as of September 19, 2024, executed and delivered by the Developer and the Landowner; and (f) the Continuing Disclosure Agreement of Developer with respect to the Bonds, dated as of October 1, 2024, executed and delivered by the Developer, P3Works, LLC, as Administrator, and BOKF, NA, as Dissemination Agent. 6. The representations and warranties of the Developer contained in the Developer Documents are true and correct in all material respects on and as of the date hereof. 7. The Developer has complied in all material respects with all of the Developer's agreements and covenants and satisfied all conditions required to be complied with or satisfied by the Developer under the Developer Documents on or prior to the date hereof. 8. The execution and delivery of the Developer Documents by the Developer does not violate any judgment, order, writ, injunction or decree binding on the Developer or any indenture, agreement, or other instrument to which the Developer is a party. There are no proceedings pending or threatened in writing before any court or administrative agency against the Developer that is either not covered by insurance or which singularly or collectively would have a material, adverse effect on the ability of the Developer to perform its obligations under the Developer Documents in all material respects or that would reasonably be expected to prevent or prohibit the development of the District in accordance with the description thereof in the Limited Offering Memorandum. 9. The Developer has reviewed and approved the information contained in the Preliminary Limited Offering Memorandum in the maps included therein and under the captions and subcaptions "PLAN OF FINANCE" (except for the information under the subcaption "— The Bonds and the Reimbursement Agreement"), "OVERLAPPING TAXES AND DEBT — Homeowners' Association Dues," "THE IMPROVEMENT AREA #1 IMPROVEMENTS," "THE DEVELOPMENT," and "THE DEVELOPER AND THE LANDOWNER" (only as it pertains to the Developer) and, to the Developer's knowledge after due inquiry, under the captions `BONDHOLDERS' RISKS" (only as it pertains to the Developer, the Improvement Area#1 Improvements, and the Development, as defined in the Limited Offering Memorandum), "LEGAL MATTERS — Litigation — The Developer and the Landowner" (only as it pertains to the Developer), "CONTINUING DISCLOSURE — The Developer" and "— The Developer's Compliance with Prior Undertakings," "SOURCES OF INFORMATION — Source of Certain Information," and "APPENDIX E-2 —Form of Continuing Disclosure Agreement of Developer," "APPENDIX F —Development Agreement," "APPENDIX G—Reimbursement Agreement," and "APPENDIX H — Design Guidelines" (collectively, the "Developer Disclosures") and certifies that the information contained in the Developer Disclosures does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading, as of the date of the Preliminary Limited Offering Memorandum and as of the date of Appendix E-1-2 the Limited Offering Memorandum; provided, however, that the foregoing certification is not a certification as to the accuracy, completeness or fairness of any of the other statements contained in the Preliminary Limited Offering Memorandum. 10. The Developer has reviewed and approved the information contained in the Developer Disclosures in the Limited Offering Memorandum and certifies that the same is true and correct and does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading, as of the date of the Limited Offering Memorandum and as of the date hereof, provided, however, that the foregoing certification is not a certification as to the accuracy, completeness or fairness of any of the other statements contained in the Limited Offering Memorandum. 11. To the Developer's knowledge, the Developer is in compliance in all material respects with all provisions of applicable law relating to the Developer in connection with the Development. Except as otherwise described in the Limited Offering Memorandum: (a) to the Developer's knowledge, there is no default of any zoning condition, land use permit or development agreement binding upon the Developer or any portion of the Development that would materially and adversely affect the Developer's ability to complete or cause to be completed the development of the property within Improvement Area #1 of the District as described in the Limited Offering Memorandum; and (b) the Developer has no reason to believe that any additional permits, consents, and licenses required to complete the development of the property within Improvement Area #1 of the District as and in the manner described in the Limited Offering Memorandum will not be reasonably obtainable in due course. 12. The Developer is not insolvent and has not made an assignment for the benefit of creditors, filed, or consented to a petition in bankruptcy, petitioned or applied (or consented to any third-party petition or application) to any tribunal for the appointment of a custodian, receiver or any trustee or commenced any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction. 13. The Developer is not in default under any mortgage, trust indenture, lease, or other instrument to which it or any of its assets is subject, which default would have a material and adverse effect on the Bonds or the Developer's ability to perform its obligations under the Developer Documents. 14. The Developer has no knowledge of any physical condition of the Development owned or to be developed by the Developer that currently requires, or currently is reasonably expected to require in the process of development investigation or remediation under any applicable federal, state, or local governmental laws or regulations relating to the environment in any material and adverse respect. 15. The Developer hereby verifies that it does not to knowingly employ any undocumented workers and, if convicted of a violation under 8 U.S.C. Section 1324a(f), the Developer shall repay the incentives granted herein within 120 days after the date the Developer is notified by the City of such violation, plus interest at the rate of six percent(6%) compounded annually from the date of violation until paid. Pursuant to Section 2264.101(c), Texas Appendix E-1-3 Government Code, a business is not liable for a violation of Chapter 2264 by a subsidiary, affiliate, or franchisee of the business, or by a person with whom the business contracts. 16. The Developer makes the following representations and covenants pursuant to Chapters 2252, 2271, 2274, and 2276, Texas Government Code, as heretofore amended (the "Government Code"). As used in such verifications, "affiliate" means 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 verification during the term of the Bond Purchase Agreement shall survive until barred by the applicable statute of limitations and shall not be liquidated or otherwise limited by any provision of the Bond Purchase Agreement, notwithstanding anything in the Bond Purchase Agreement to the contrary. (i) Not a Sanctioned Company. 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, Government Code. 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. (ii) 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 the Bond Purchase Agreement. As used in the foregoing verification, "boycott Israel" has the meaning provided in Section 2271.001, Government Code. (iii) No Discrimination Against Firearm Entities. 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 the Bond Purchase Agreement. As used in the foregoing verification, "discriminate against a firearm entity or firearm trade association" has the meaning provided in Section 2274.001(3), Government Code. (iv) No Boycott of Energy 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 the Bond Purchase Agreement. As used in the foregoing verification, "boycott energy companies" has the meaning provided in Section 2276.001(1), Government Code. Appendix E-1-4 Dated: October 31, 2024 DEVELOPER: Ashlar Interests, LLC, a Texas limited liability company By: Name: Title: Appendix E-1-5 4138-8404-1555.4 APPENDIX E-2 LANDOWNER CLOSING CERTIFICATE Diamond Beach Holdings, LLC, a Texas limited liability company (the "Landowner"), DOES HEREBY CERTIFY the following as of the date hereof All capitalized terms not otherwise defined herein shall have the meaning given to such term in the Limited Offering Memorandum (defined below). 1. The Landowner is a limited liability company organized, validly existing and in good standing under the laws of the State of Texas. 2. Representatives of the Landowner have provided information to the City of Corpus Christi, Texas (the "City") and FMSbonds, Inc. (the "Underwriter") to be used in connection with the offering by the City of its $ aggregate principal amount of Special Assessment Revenue Bonds, Series 2024 (Whitecap Public Improvement District No. 1 Improvement Area #1 Project) (the "Bonds"), pursuant to the Preliminary Limited Offering Memorandum, dated October 1, 2024 (the "Preliminary Limited Offering Memorandum"), and Limited Offering Memorandum dated October 15, 2024 (the "Limited Offering Memorandum"). 3. Attached hereto are true, correct, and complete copies of (i) the fully executed copies of the Landowner's organizational documents, (ii) a Certificate of Status from the Texas Secretary of State for the Landowner, dated within 10 days of the Closing Date, and (iii) verification of franchise tax account status from the Texas Comptroller of Public Accounts for the Landowner, dated within 10 days of the Closing Date, and such documents have not been amended or supplemented and are in full force and effect as of the date hereof. 4. The Landowner has delivered to the Underwriter and the City a (i) Certificate of Status from the Texas Secretary of State, and (ii) verification of franchise tax account status from the Texas Comptroller of Public Accounts for the Landowner. 5. The Landowner has executed and delivered each of the below listed documents (individually, a "Landowner Document" and collectively, the "Landowner Documents") in the capacity provided for in each such Landowner Document, and each such Landowner Document constitutes a valid and binding obligation of the Landowner, enforceable against the Landowner in accordance with its respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or other similar laws relating to the enforcement of creditors' rights generally and by general equitable purposes: (a) the Landowner's Letter of Representations dated October 15, 2024; and (b) the Development and Management Agreement, dated as of December 6, 2021, by and between Ashlar Interests, LLC, a Texas limited liability company (the "Developer") and the Landowner, as amended by that certain First Amendment to Development & Management Agreement, dated effective June 8, 2022, and as further amended by that certain Second Amendment to Development & Management Agreement, dated effective December 12, 2023; Appendix E-2-6 (c) the Flow of Funds Agreement, dated as of September 19, 2024, by and between the Developer and the Landowner; and (d) the Landowner Consent Certificate dated as of October 15, 2024. 6. The Landowner owned all of the Improvement Area #1 Assessed Property (as defined in the Service and Assessment Plan) located in the District on the date that the Assessment Ordinance was adopted and is not an entity that may claim a homestead right under Texas law. 7. The representations and warranties of the Landowner contained in the Landowner Documents are true and correct in all material respects on and as of the date hereof. 8. The Landowner complied in all material respects with all of the Landowner's agreements and covenants and satisfied all conditions required to be complied with or satisfied by the Landowner under the Landowner Documents on or prior to the date hereof. 9. The execution and delivery of the Landowner Documents by the Landowner does not violate any judgment, order, writ, injunction or decree binding on the Landowner or any indenture, agreement, or other instrument to which the Landowner is a party. There are no proceedings pending or threatened in writing before any court or administrative agency against the Landowner that are either not covered by insurance or which singularly or collectively would have a material, adverse effect on the ability of the Landowner to perform its obligations under the Landowner Documents in all material respects or that would reasonably be expected to prevent or prohibit the development of the District in accordance with the description thereof in the Limited Offering Memorandum. 10. The Landowner has reviewed and approved the information contained in the Preliminary Limited Offering Memorandum in the maps included therein and under the captions and subcaptions "PLAN OF FINANCE" (except for the information under the subcaption "— The Bonds and the Reimbursement Agreement"), "OVERLAPPING TAXES AND DEBT — Homeowners' Association Dues," "THE IMPROVEMENT AREA #1 IMPROVEMENTS," "THE DEVELOPMENT," and "THE DEVELOPER AND THE LANDOWNER," and, to the Landowner's knowledge after due inquiry, under the captions `BONDHOLDERS' RISKS" (only as it pertains to the the Improvement Area #1 Improvements, and the Development, as defined in the Limited Offering Memorandum), "LEGAL MATTERS — Litigation — The Developer and the Landowner," "SOURCES OF INFORMATION — Source of Certain Information," and "APPENDIX H — Design Guidelines," in each case solely to the extent such information pertains to the Landowner, and expressly excludes, without limitation, information to the extent such information pertains to the City, the Bonds, the Indenture, the Trustee, and/or the Developer (collectively, the "Landowner Disclosures") and certifies that the information contained in the Landowner Disclosures does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading, as of the date of the Preliminary Limited Offering Memorandum and as of the date of the Limited Offering Memorandum; provided, however, that the foregoing certification is not a certification as to the Appendix E-2-7 accuracy, completeness or fairness of any of the other statements contained in the Preliminary Limited Offering Memorandum. 11. The Landowner has reviewed and approved the information contained in the Landowner Disclosures in the Limited Offering Memorandum and certifies that the same is true and correct and does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading, as of the date of the Limited Offering Memorandum and as of the date hereof, provided, however, that the foregoing certification is not a certification as to the accuracy, completeness or fairness of any of the other statements contained in the Limited Offering Memorandum. 12. To the Landowner's knowledge, the Landowner is in compliance in all material respects with all provisions of applicable law relating to the Landowner in connection with the Development. Except as otherwise described in the Limited Offering Memorandum: (a) to the Landowner's knowledge, there is no default of any zoning condition, land use permit or development agreement binding upon the Landowner or any portion of the Development that would materially and adversely affect the Landowner's ability to complete or cause to be completed the development of the property within the District as described in the Limited Offering Memorandum; and (b) the Landowner has no reason to believe that any additional permits, consents and licenses required to complete the development of the property within the District as and in the manner described in the Limited Offering Memorandum will not be reasonably obtainable in due course. 13. The Landowner is not insolvent and has not made an assignment for the benefit of creditors, filed, or consented to a petition in bankruptcy, petitioned or applied (or consented to any third-party petition or application) to any tribunal for the appointment of a custodian, receiver or any trustee or commenced any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction. 14. The levy of the Improvement Area #1 Assessments on property in Improvement Area#1 owned by the Landowner will not conflict with or constitute a breach of or default under any agreement, mortgage, deed of trust, indenture, or other instrument to which the Landowner is a party or to which the Landowner or any of its property or assets is subject. 15. The Landowner is not in default under any mortgage, trust indenture, lease, or other instrument to which it or any of its assets is subject, which default would have a material and adverse effect on the Bonds or the Landowner's ability to perform its obligations under the Landowner Documents. 16. The Landowner has no knowledge of any physical condition of the Development owned or to be developed by the Landowner that currently requires, or currently is reasonably expected to require in the process of development investigation or remediation under any applicable federal, state, or local governmental laws or regulations relating to the environment in any material and adverse respect. Appendix E-2-8 Dated: October 31, 2024 LANDOWNER: Diamond Beach Holdings, LLC, a Texas limited liability company By: Name: Title: Appendix E-2-9 APPENDIX F LETTERHEAD OF INTEGRA REALTY RESOURCES —DALLAS 2024 City of Corpus Christi, Texas FMSbonds, Inc. 1201 Leopard Street 5 Cowboys Way, Suite 300-25 Corpus Christi, Texas 78401 Frisco, Texas 75034 Norton Rose Fulbright US LLP BOKF, NA, as Trustee 98 San Jacinto Blvd., Suite 1100 1401 McKinney Street, Suite 1000 Austin, Texas 78701 Houston, Texas 77010 Re: City of Corpus Christi, Texas, Special Assessment Revenue Bonds, Series 2024 (Whitecap Public Improvement District No. 1 Improvement Area #1 Project) (the "Bonds") Ladies and Gentlemen: The undersigned, an authorized representative of Integra Realty Resources — Dallas (the "Appraiser"), the appraiser of the undeveloped property contained in Whitecap Public Improvement District No. 1 (the"District"), does hereby represent the following: 1. The Appraiser has supplied certain information contained in the Preliminary Limited Offering Memorandum for the Bonds, dated October 1, 2024, and the Limited Offering Memorandum for the Bonds, dated October 15, 2024 (together, the "Limited Offering Memorandum"), relating to the issuance of the Bonds by the City of Corpus Christi, Texas, as described above. The information the Appraiser provided for the Limited Offering Memorandum is the real estate appraisal of the property in the District, located in APPENDIX I to the Limited Offering Memorandum, and the description thereof, set forth under the caption"APPRAISAL." 2. To the best of my professional knowledge and belief, as of the date of my appraisal report, the portion of the Limited Offering Memorandum described above does not contain an untrue statement of a material fact as to the information and data set forth therein and does not omit to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. 3. Appraiser agrees to the inclusion of the Appraisal in the Limited Offering Memorandum and the use of its name in the Limited Offering Memorandum for the Bonds. 4. Appraiser agrees that, to the best of its ability, it will inform you immediately should it learn of any event(s) or information of which you are not aware subsequent to the date of this letter and prior to the actual time of delivery of the Bonds (anticipated to occur on or about October 31, 2024) which would render any such information in the Limited Offering Memorandum untrue, incomplete, or incorrect, in any material fact or render any statement in the Appraisal materially misleading. F-I 4138-8404-1555.4 5. The undersigned hereby represents that he or she has been duly authorized to execute this letter of representations. Sincerely yours, INTEGRA REALTY RESOURCES—DALLAS By: Its: F-2 4138-8404-1555.4 APPENDIX G LETTERHEAD OF P3WORKS, LLC 12024 City of Corpus Christi, Texas FMSbonds,Inc. 1201 Leopard Street 5 Cowboys Way, Suite 300-25 Corpus Christi, Texas 78401 Frisco, Texas 75034 Norton Rose Fulbright US LLP BOKF, NA, as Trustee 98 San Jacinto Blvd., Suite 1100 1401 McKinney Street, Suite 1000 Austin, Texas 78701 Houston, Texas 77010 Re: City of Corpus Christi, Texas, Special Assessment Revenue Bonds, Series 2024 (Whitecap Public Improvement District No. 1 Improvement Area #1 Project) (the "Bonds") Ladies and Gentlemen: The undersigned, an authorized representative of P3Works, LLC ("P3Works", "we" or "our"), consultant in connection with the creation by the City of Corpus Christi, Texas (the "City"), of Whitecap Public Improvement District No. 1 (the "District"), does hereby represent the following: 1. P3Works has supplied certain information contained in the Preliminary Limited Offering Memorandum for the Bonds, dated October 1, 2024, and the final Limited Offering Memorandum for the Bonds, dated October 15, 2024 (together, the "Limited Offering Memorandum"), relating to the issuance of the Bonds by the City, as described above. The information P3Works provided for the Limited Offering Memorandum is located (a) under the captions "ASSESSMENT PROCEDURES," and "THE ADMINISTRATOR" and (b) in the Service and Assessment Plan (the "SAP") for the City located in APPENDIX C to the Limited Offering Memorandum. 2. To our professional knowledge and belief, the portions of the Limited Offering Memorandum described above do not contain an untrue statement of a material fact as to the information and data set forth therein and does not omit to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. 3. We agree to the inclusion of the SAP in the Limited Offering Memorandum and to the use of our name in the Limited Offering Memorandum for the Bonds. 4. We agree that, to the best of our ability, we will inform you immediately should we learn of any event(s) or information of which you are not aware subsequent to the date of this letter and prior to the actual time of delivery of the Bonds (anticipated to occur on or about October 31, 2024) which would render any such information in the Limited Offering Memorandum untrue, incomplete, or incorrect, in any material fact or render any such information materially misleading. G-1 4138-8404-1555.4 5. The undersigned hereby represents that he or she has been duly authorized to execute this letter of representation. Sincerely yours, P3WORKS, LLC By: Its: G-2 4138-8404-1555.4 EXHIBIT C CONTINUING DISCLOSURE AGREEMENT 139198996.6/1 001 1 86793 C-1 CITY OF CORPUS CHRISTI, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 (WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 IMPROVEMENT AREA#1 PROJECT) CONTINUING DISCLOSURE AGREEMENT OF ISSUER This Continuing Disclosure Agreement of Issuer, dated as of October 1, 2024 (this "Disclosure Agreement"), is executed and delivered by and among the City of Corpus Christi, Texas (the "Issuer"), P3Works, LLC (the "Administrator"), and BOKF, NA, acting solely in its capacity as dissemination agent (the "Dissemination Agent"), with respect to the Issuer's "Special Assessment Revenue Bonds, Series 2024 (Whitecap Public Improvement District No. 1 Improvement Area #1 Project)" (the "Bonds"). The Issuer, the Administrator, and the Dissemination Agent covenant and agree as follows: SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Issuer, the Administrator, and the Dissemination Agent for the benefit of the Owners (defined below) and beneficial owners of the Bonds. Unless and until a different filing location is designated by the MSRB (defined below)or the SEC(defined below), all filings made by the Dissemination Agent pursuant to this Disclosure Agreement shall be filed with the MSRB through EMMA (defined below). SECTION 2. Definitions. In addition to the definitions set forth above and in the Indenture of Trust dated as of October 1, 2024, relating to the Bonds (the "Indenture"), which apply to any capitalized term used in this Disclosure Agreement, including the Exhibits hereto, the following capitalized terms shall have the following meanings: "Additional Obligations" shall have the meaning assigned to such term in the Indenture. "Administrator" shall have the meaning assigned to such term in the Indenture. The initial Administrator is P3 Works, LLC. "Annual Collection Costs" shall have the meaning assigned to such term in the Indenture. "Annual Collections Report" shall mean any Annual Collections Report provided by the Issuer pursuant to, and as described in, Section 5 of this Disclosure Agreement. "Annual Collections Report Filing Date" shall mean, for each Fiscal Year succeeding the reporting Fiscal Year, the date that is three (3) months after the Final Assessment Payment Date, which Annual Collections Report Filing Date is currently April 30. "Annual Financial Information" shall mean annual financial information as such term is used in paragraph(b)(5)(i) of the Rule and specified in subsection 4(a) of this Disclosure Agreement. "Annual Installment" shall have the meaning assigned to such term in the Indenture. "Annual Issuer Report" shall mean any Annual Issuer Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. 4130-9653-5375.4 "Annual Issuer Report Filing Date" shall mean, for each Fiscal Year, the date that is six (6) months after the end of the Issuer's Fiscal Year, which Annual Issuer Report Filing Date is currently March 31. "Annual Service Plan Update" shall have the meaning assigned to such term in the Indenture. "Assessments" shall have the meaning assigned to such term in the Indenture. "Business Day" shall have the meaning assigned to such term in the Indenture. "Collections Reporting Date" shall mean, for each Tax Year, the date that is one (1)month after the Delinquency Date, which Collections Reporting Date is currently March 1. "Delinquency Date" shall mean February 1 of the year following the year in which the Assessments were billed or as may be otherwise defined in Section 31.02 of the Texas Tax Code, as amended. "Developer" shall mean Ashlar Interests, LLC, a Texas limited liability company, and its designated successors and assigns. "Disclosure Agreement of Developer" shall mean the Continuing Disclosure Agreement of Developer relating to the Bonds, dated as of October 1, 2024, executed and delivered by the Developer, the Administrator, and the Dissemination Agent. "Disclosure Representative" shall mean the Finance Director or City Manager of the Issuer or his or her designee or such other officer or employee as the Issuer may designate in writing to the Dissemination Agent from time to time. "Dissemination Agent" shall mean BOKF, NA, acting solely in its capacity as dissemination agent, or any successor Dissemination Agent designated in writing by the Issuer and which has filed with the Trustee a written acceptance of such designation. "District" shall mean Whitecap Public Improvement District No. 1. "EMMA" shall mean the Electronic Municipal Market Access System currently available on the internet at http://emma.msrb.org. "Final Assessment Payment Date" shall mean the calendar day preceding the Delinquency Date. "Financial Obligation" shall mean a(a)debt obligation; (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (c) guarantee of a debt obligation or any such derivative instrument; provided that "financial obligation" shall not include municipal securities (as defined in the Securities Exchange Act of 1934, as amended) as to which a final official statement(as defined in the Rule)has been provided to the MSRB consistent with the Rule. "Fiscal Year" shall mean the Issuer's fiscal year, currently the twelve-month period from October 1 through September 30. 2 4130-9653-5375.4 "Improvement Area#1" shall have the meaning assigned to such term in the Indenture. "Listed Events" shall mean any of the events listed in subsection 6(a) of this Disclosure Agreement. "MSRB" shall mean the Municipal Securities Rulemaking Board or any other entity designated or authorized by the SEC to receive continuing disclosure reports pursuant to the Rule. "Outstanding" shall have the meaning assigned to such term in the Indenture. "Owner" shall have the meaning assigned to such term in the Indenture. "Prepayment" shall have the meaning assigned to such term in the Indenture. "Rule" shall mean Rule 15c2-12 adopted by the SEC under the Securities Exchange Act of 1934, as the same may be amended from time to time. "SEC" shall mean the United States Securities and Exchange Commission. "Service and Assessment Plan" shall have the meaning assigned to such term in the Indenture. "Tax Year"means the calendar year, or as may be otherwise defined in Section 1.04 of the Texas Tax Code, as amended. "Trust Estate" shall have the meaning assigned to such term in the Indenture. "Trustee" shall have the meaning assigned to such term in the Indenture. SECTION 3. Provision of Annual Issuer Reports. (a) For each Fiscal Year, commencing with the Fiscal Year ending September 30, 2025, the Issuer shall cause, pursuant to written direction, and hereby directs the Dissemination Agent to provide or cause to be provided to the MSRB, in the electronic or other format required by the MSRB, not later than the Annual Issuer Report Filing Date, an Annual Issuer Report provided to the Dissemination Agent which is consistent with the requirements of and within the time periods specified in Section 4 of this Disclosure Agreement. The Annual Issuer Report may, but is not required to, include the Audited Financial Statements and the failure to include the audited financial statements as a part of the Annual Issuer Report shall not violate the Issuer's obligations under this Disclosure Agreement provided the Issuer provides its audited financial statements within twelve (12) months of the most recently ended Fiscal Year or,if the audited financial statements are not available within such twelve-month period, the Issuer provides unaudited financial statements within such twelve-month period, and provides audited financial statements when and if available. In each case, the Annual Issuer Report may be submitted as a single document or as separate documents comprising a package and may include by reference other information as provided in Section 4 of this Disclosure Agreement. If the Issuer's Fiscal Year changes, it shall file notice of such change (including the date of the new Fiscal Year)with the MSRB prior to the next Annual Issuer Report Filing Date. All documents provided to the MSRB shall be accompanied by identifying information as prescribed by the MSRB. 3 4130-9653-5375.4 Not later than ten(10)days prior to the Annual Issuer Report Filing Date,the Issuer shall provide the Annual Issuer Report to the Dissemination Agent together with written direction to file such Annual Issuer Report with the MSRB. The Dissemination Agent shall provide such Annual Issuer Report to the MSRB not later than ten (10) days from receipt of such Annual Issuer Report from the Issuer, but in no event later than the Annual Issuer Report Filing Date for such Fiscal Year. If by the fifth (5th) day before the Annual Issuer Report Filing Date the Dissemination Agent has not received a copy of the Annual Issuer Report, the Dissemination Agent shall contact the Disclosure Representative in writing (which may be by e-mail) to remind the Issuer of its undertaking to provide the applicable Annual Issuer Report pursuant to this subsection(a). Upon such reminder,the Disclosure Representative shall either (i) provide the Dissemination Agent with an electronic copy of the Annual Issuer Report no later than two (2) Business Days prior to the Annual Issuer Report Filing Date, or (ii) instruct the Dissemination Agent in writing that the Issuer will not be able to provide the Annual Issuer Report by the Annual Issuer Report Filing Date, state the date by which the Annual Issuer Report for such year will be provided, and instruct the Dissemination Agent to immediately send a notice to the MSRB in substantially the form attached as Exhibit A. provided, however, that in the event the Disclosure Representative is required to act under either (i) or (ii) described above, the Dissemination Agent still must file the Annual Issuer Report or the notice of failure to file, as applicable, to the MSRB no later than the Annual Issuer Report Filing Date; provided further, however, that in the event the Disclosure Representative fails to act under either (i) or (ii) described above, the Dissemination Agent shall file a notice of failure to file no later than the last Business Day prior to the Annual Issuer Report Filing Date; or the Issuer will notify the Dissemination Agent in writing that the Issuer will provide or cause to be provided the Annual Issuer Report to the MSRB through alternate means. If the Issuer so notifies the Dissemination Agent, the Issuer will provide the Dissemination Agent with a written report certifying that the Annual Issuer Report has been provided to the MSRB pursuant to this Disclosure Agreement, stating the date it was provided and that it was filed with the MSRB prior to the second (2"d) Business Day prior to the Annual Issuer Report Filing Date. In the vent the Issuer fails to provide the Dissemination Agent with such a report, the Dissemination Agent shall file a notice of failure to file no later than the last Business Day prior to the applicable Annual Issuer Report Filing Date. (b) The Issuer shall or shall cause the Dissemination Agent pursuant to written direction to: (i) determine the filing address or other filing location of the MSRB each year prior to filing the Annual Issuer Report; and (ii) file the Annual Issuer Report containing or incorporating by reference the information set forth in Section 4 hereof. (c) If the Issuer has provided the Dissemination Agent with the completed Annual Issuer Report and the Dissemination Agent has filed such Annual Issuer Report with the MSRB, then the Dissemination Agent shall provide written confirmation to the Issuer verifying that the Annual Issuer Report has been provided pursuant to this Disclosure Agreement, stating the date it was provided and that it was filed with the MSRB, which report shall include a filing receipt from the MSRB. SECTION 4. Content and Timing of Annual Issuer Reports. The Annual Issuer Report for the Bonds shall contain or incorporate by reference, and the Issuer agrees to provide or cause to be provided to the Dissemination Agent to file by the Annual Issuer Report Filing Date, the following: 4 4130-9653-5375.4 (a) Annual Financial Information. The following Annual Financial Information (any or all of which may be unaudited): (i) Tables setting forth the following information, as of the end of such Fiscal Year: (A) For the Bonds, the maturity date(s), the interest rate(s), the original aggregate principal amount(s), the principal amount(s) remaining Outstanding, and the total interest amount due on the aggregate principal amount Outstanding; (B) The amounts in the funds and accounts securing the Bonds and a description of the related investments; (C) The assets and liabilities of the Trust Estate. (ii) Financial information and operating data with respect to the Issuer of the general type and in substantially similar form to that shown in the tables provided under Sections 4(a)(ii) of Exhibit B attached hereto. Such information shall be provided as of the end of the reporting Fiscal Year; (iii) Any updates to the Service and Assessment Plan, including the Annual Service Plan Update; (iv) A description of any amendment to this Disclosure Agreement and a copy of any restatements to the Issuer's audited financial statements during such Fiscal Year. (b) Audited Financial Statements. The audited financial statements of the Issuer for the most recently ended Fiscal Year, prepared in accordance with generally accepted accounting principles applicable from time to time to the Issuer and that have been audited by an independent certified public accountant, but only if available by the Annual Issuer Report Filing Date. If the audited financial statements of the Issuer are not available within twelve months after the end of the Fiscal Year,the Issuer shall provide notice that the audited financial statements are not available, file unaudited financial statements within such twelve-month period, and file audited financial statements when prepared and available. (c) A form for submitting the information described in subsection 4(a) above is attached as Exhibit B hereto. Any or all of the items listed above may be included by specific reference to other documents, including disclosure documents of debt issues of the Issuer, which have been submitted to and are publicly accessible from the MSRB. If the document included by reference is a final offering document, it must be available from the MSRB. The Issuer shall clearly identify each such other document so included by reference. The Administrator, and if no Administrator is designated, Issuer's staff, shall prepare the Annual Financial Information. In all cases, the Issuer shall have the sole responsibility for the content, design, and other elements comprising substantive contents of the Annual Issuer Reports under this Section 4. 5 4130-9653-5375.4 SECTION 5. Annual Collections Report. (a) For each Fiscal Year succeeding the reporting Fiscal Year,the Issuer shall cause,pursuant to written direction, and hereby directs the Dissemination Agent to provide or cause to be provided to the MSRB,in the electronic or other format required by the MSRB, not later than the Annual Collections Report Filing Date, an Annual Collections Report provided to the Dissemination Agent which complies with the requirements specified in this Section 5; provided that the Issuer may provide the Annual Collections Report as part of the Annual Issuer Report, if such Annual Collections Report is available when the Annual Issuer Report is provided to the MSRB. All documents provided to the MSRB shall be accompanied by identifying information as prescribed by the MSRB. Not later than ten (10) days prior to the Annual Collections Report Filing Date, the Issuer shall provide the Annual Collections Report to the Dissemination Agent together with written direction to file such Annual Collections Report with the MSRB. The Dissemination Agent shall provide such Annual Collections Report to the MSRB not later than ten (10) days from receipt of such Annual Collections Report from the Issuer, but in no event later than the Annual Collections Report Filing Date. If by the fifth(5th)day before the Annual Collections Report Filing Date the Dissemination Agent has not received a copy of the Annual Collections Report, the Dissemination Agent shall contact the Disclosure Representative in writing (which may be by e-mail) to remind the Issuer of its undertaking to provide the applicable Annual Collections Report pursuant to this subsection(a). Upon such reminder, the Disclosure Representative shall either (i) provide the Dissemination Agent with an electronic copy of the Annual Collections Report no later than two (2) Business Days prior to the Annual Collections Report Filing Date, or (ii) instruct the Dissemination Agent in writing that the Issuer will not be able to provide the Annual Collections Report by the Annual Collections Report Filing Date, state the date by which the Annual Collections Report for such year will be provided, and instruct the Dissemination Agent to immediately send a notice to the MSRB in substantially the form attached as Exhibit A hereto; provided, however, that in the event the Disclosure Representative is required to act under either (i) or (ii) described above, the Dissemination Agent still must file the Annual Collections Report or the notice of failure to file, as applicable, to the MSRB no later than the Annual Collections Report Filing Date; provided further, however, that in the event the Disclosure Representative fails to act under either(i) or (ii) described above, the Dissemination Agent shall file a notice of failure to file no later than the last Business Day prior to the Annual Collections Report Filing Date; or the Issuer will notify the Dissemination Agent in writing that the Issuer will provide or cause to be provided the Annual Collections Report to the MSRB through alternate means. If the Issuer so notifies the Dissemination Agent, the Issuer will provide the Dissemination Agent with a written report certifying that the Annual Collections Report has been provided to the MSRB pursuant to this Disclosure Agreement, stating the date it was provided and that it was filed with the MSRB prior to the second (2nd) Business Day prior to the Annual Collections Report Filing Date. In the event the Issuer fails to provide the Dissemination Agent with such a report, the Dissemination Agent shall file a notice of failure to file no later than the last Business Day prior to the applicable Annual Collections Report Filing Date. (b) The Annual Collections Report for the Bonds shall contain, and the Issuer agrees to provide or cause to be provided to the Dissemination Agent to file by the Annual Collections Report Filing Date, certain financial information and operating data with respect to collection of the Assessments of the general type and in substantially similar form to that shown in the tables provided in Exhibit C attached hereto. Such information shall cover the period beginning the first (1st) day of the 6 4130-9653-5375.4 Fiscal Year succeeding the reporting Fiscal Year through the Collections Reporting Date. If the State Legislature amends the definition of Delinquency Date or Tax Year, the City shall file notice of such change or changes with the MSRB prior to the next Annual Collections Report Filing Date. The Administrator, and if no Administrator is designated,Issuer's staff, shall prepare the Annual Collections Report. In all cases, the Issuer shall have the sole responsibility for the content, design, and other elements comprising substantive contents of the Annual Collections Report under this Section 5. SECTION 6. Reporting of Significant Events. (a) Pursuant to the provisions of this Section 6, each of the following is a Listed Event with respect to the Bonds: 1. Principal and interest payment delinquencies. 2. Non-payment related defaults, if material. 3. Unscheduled draws on debt service reserves reflecting financial difficulties. 4. Unscheduled draws on credit enhancements reflecting financial difficulties. 5. Substitution of credit or liquidity providers, or their failure to perform. 6. Adverse tax opinions, the issuance by the IRS of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds. 7. Modifications to rights of Owners, if material. 8. Bond calls, if material, and tender offers. 9. Defeasances. 10. Release, substitution, or sale of property securing repayment of the Bonds,if material. 11. Rating changes. 12. Bankruptcy, insolvency, receivership or similar event of the Issuer. 13. The consummation of a merger, consolidation, or acquisition of the Issuer, or the sale of all or substantially all of the assets of the Issuer, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material. 14. Appointment of a successor or additional trustee under the Indenture or the change of name of a trustee, if material. 7 4130-9653-5375.4 15. Incurrence of a Financial Obligation of the Issuer, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Issuer, any of which affect security holders, if material. 16. Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the Issuer, any of which reflect financial difficulties. Any sale by the Developer of real property within Improvement Area #1 in the ordinary course of the Developer's business will not constitute a Listed Event for the purposes of paragraph (10) above. For these purposes, any event described in paragraph(12)above is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the Issuer in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Issuer, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Issuer. The Issuer intends the words used in paragraphs (15) and (16) above and the definition of Financial Obligation to have the same meanings as when they are used in the Rule, as evidenced by SEC Release No. 34-83885, dated August 20, 2018. For the avoidance of doubt, the incurrence of Additional Obligations without the filing of a corresponding official statement with the MSRB will constitute the incurrence of a material Financial Obligation for which a notice of a Listed Event in accordance with this Section 6 must be filed with the MSRB. Upon the occurrence of a Listed Event, the Issuer shall promptly notify the Dissemination Agent in writing and the Issuer shall direct the Dissemination Agent to file a notice of such occurrence with the MSRB. The Dissemination Agent shall file such notice no later than three (3) Business Days immediately following the day on which it receives written notice of such occurrence from the Issuer. Any such notice is required to be filed within ten (10) Business Days of the occurrence of such Listed Event; provided, however, the failure of the Issuer to provide timely written notice to the Dissemination Agent in accordance with this paragraph shall not constitute a failure of the Dissemination Agent to comply with the MSRB's ten (10)Business Day filing requirement. Any notice under the preceding paragraphs shall be accompanied with the text of the disclosure that the Issuer desires to make, the written authorization of the Issuer for the Dissemination Agent to disseminate such information as provided herein, and the date the Issuer desires for the Dissemination Agent to disseminate the information. In all cases,the Issuer shall have the sole responsibility for the content, design and other elements comprising substantive contents of all disclosures made under this Section 6. In addition,the Issuer shall have the sole responsibility to ensure that any notice required to be filed under this Section 6 is filed within ten (10)Business Days of the occurrence of the Listed Event. 8 4130-9653-5375.4 (b) The Dissemination Agent shall,promptly, and not more than five(5)Business Days after obtaining actual knowledge of the occurrence of any Listed Event with respect to the Bonds, notify the Disclosure Representative in writing of such Listed Event. The Dissemination Agent shall not be required to file a notice of the occurrence of such Listed Event with the MSRB unless and until it receives written instructions from the Disclosure Representative to do so. If the Dissemination Agent has been instructed in writing by the Disclosure Representative on behalf of the Issuer to report the occurrence of a Listed Event under this subsection (b), the Dissemination Agent shall file a notice of such occurrence with the MSRB no later than two (2) Business Days following the day on which it receives such written instructions. It is agreed and understood that the duty to make or cause to be made the disclosures herein is that of the Issuer and not that of the Dissemination Agent. It is agreed and understood that the Dissemination Agent has agreed to give the foregoing notice to the Issuer as an accommodation to assist it in monitoring the occurrence of such event, but is under no obligation to investigate whether any such event has occurred. As used above, "actual knowledge" means the actual fact or statement of knowing, without a duty to make any investigation with respect thereto. In no event shall the Dissemination Agent be liable in damages or in tort to the Issuer, the Trustee, any Owner or beneficial owner of any interests in the Bonds, or any other party as a result of its failure to give the foregoing notice or to give such notice in a timely fashion. (c) If in response to a notice from the Dissemination Agent under subsection (b), the Issuer determines that the Listed Event under number 2, 7, 8 (as to bond calls only), 10, 13, 14, or 15 of subparagraph(a)above is not material under applicable federal securities laws,the Issuer shall promptly, but in no case more than five (5) Business Days after the occurrence of the event, notify the Dissemination Agent and the Trustee (if the Dissemination Agent is not the Trustee) in writing and instruct the Dissemination Agent not to report the occurrence pursuant to subsection (b). SECTION 7. Termination of Reporting Obligations. The obligations of the Issuer, the Administrator, and the Dissemination Agent under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds, when the Issuer is no longer an obligated person with respect to the Bonds, or upon delivery by the Disclosure Representative to the Dissemination Agent and the Administrator of an opinion of nationally recognized bond counsel to the effect that continuing disclosure is no longer required. So long as any of the Bonds remain Outstanding, the Administrator and the Dissemination Agent may assume that the Issuer is an obligated person with respect to the Bonds until they receive written notice from the Disclosure Representative stating that the Issuer is no longer an obligated person with respect to the Bonds, and the Dissemination Agent and the Administrator may conclusively rely upon such written notice with no duty to make investigation or inquiry into any statements contained or matters referred to in such written notice. If such termination occurs prior to the final maturity of the Bonds, the Issuer shall give notice of such termination in the same manner as for a Listed Event with respect to the Bonds under Section 6(a). SECTION 8. Dissemination Agent. The Issuer may, from time to time, appoint or engage a Dissemination Agent or successor Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge such Dissemination Agent, with or without appointing a successor Dissemination Agent. If the Issuer discharges the Dissemination Agent without appointing a successor Dissemination Agent, the Issuer shall use best efforts to appoint a successor Dissemination Agent within 30 days of such discharge. The Dissemination Agent may resign at any time with 30 days' written notice to the Issuer. If at any time there is not any other designated Dissemination Agent, the Issuer shall be the Dissemination Agent. The initial Dissemination appointed hereunder shall be BOKF, 9 4130-9653-5375.4 NA, Houston, Texas. The Issuer will give prompt written notice to the Developer, or any other party responsible for providing quarterly information pursuant to the Disclosure Agreement of Developer, of any change in the identity of the Dissemination Agent under the Disclosure Agreement of Developer. The Dissemination Agent may resign at any time with thirty (30) days' written notice to the Issuer. SECTION 9. Amendment; Waiver. Notwithstanding any other provisions of this Disclosure Agreement, the Issuer, the Administrator, and the Dissemination Agent may amend this Disclosure Agreement(and the Dissemination Agent shall not unreasonably withhold its consent to any amendment so requested in writing by the Issuer or the Administrator), and any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, 5, or 6(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity,nature or status of an obligated person with respect to the Bonds, or the type of business conducted; (b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the delivery of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver either(i)is approved by the Owners of the Bonds in the same manner as provided in the Indenture for amendments to the Indenture with the consent of Owners, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Owners or beneficial owners of the Bonds. In the event of any amendment or waiver of a provision of this Disclosure Agreement, the Issuer shall describe such amendment in the next related Annual Financial Information, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 6(a), and (ii)the Annual Financial Information for the year in which the change is made should present a comparison(in narrative form and also,if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. No amendment which adversely affects the Dissemination Agent may be made without its prior written consent(which consent will not be unreasonably withheld or delayed). SECTION 10. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Issuer Report, Annual Collections Report, or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Issuer chooses to include any information in any Annual Issuer Report, Annual Collections Report, or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the Issuer shall have no obligation under this Disclosure Agreement to update such 10 4130-9653-5375.4 information or include it in any future Annual Issuer Report, Annual Collections Report, or notice of occurrence of a Listed Event. SECTION 11. Default. In the event of a failure of the Issuer to comply with any provision of this Disclosure Agreement, the Dissemination Agent or any Owner or beneficial owner of the Bonds may, and the Dissemination Agent(at the written request of the Owners of at least twenty-five percent (25%) aggregate principal amount of Outstanding Bonds and upon being indemnified to its satisfaction) shall, take such actions as may be necessary and appropriate to cause the Issuer to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Indenture with respect to the Bonds, and the sole remedy under this Disclosure Agreement in the event of any failure of the Issuer to comply with this Disclosure Agreement shall be an action for mandamus or specific performance. A default under this Disclosure Agreement shall not be deemed a default under the Disclosure Agreement of Developer and a default under the Disclosure Agreement of Developer shall not be deemed a default under this Disclosure Agreement. SECTION 12. Duties,Immunities and Liabilities of Dissemination Agent and Administrator. (a) The Dissemination Agent shall not have any duty with respect to the content of any disclosures made pursuant to the terms hereof. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement, and no implied covenants shall be read into this Disclosure Agreement with respect to the Dissemination Agent. To the extent permitted by law, the Issuer agrees to indemnify and hold harmless the Dissemination Agent,its officers, directors, employees and agents, but only from Annual Collection Costs collected from the property owners in Improvement Area#1, against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys' fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct; provided, however, that nothing herein shall be construed to require the Issuer to indemnify the Dissemination Agent for losses, expenses or liabilities arising from information provided to the Dissemination Agent by the Developer or the failure of the Developer to provide information to the Dissemination Agent as and when required under the Disclosure Agreement of Developer. The obligations of the Issuer under this Section shall survive termination of this Disclosure Agreement, resignation or removal of the Dissemination Agent, and payment in full of the Bonds. Nothing in this Disclosure Agreement shall be construed to mean or to imply that the Dissemination Agent is an "obligated person" under the Rule. If the Issuer does not provide the Dissemination Agent with the Annual Issuer Report in accordance with subsection 3(a) or the Annual Collections Report in accordance with subsection 5(a), the Dissemination Agent shall not be responsible for the failure to submit an Annual Issuer Report or an Annual Collections Report, as applicable, to the MSRB. The Dissemination Agent is not acting in a fiduciary capacity in connection with the performance of its respective obligations hereunder. The Dissemination Agent may, from time to time, consult with legal counsel of its own choosing in the event of any disagreement or controversy, or question or doubt as to the construction of any of the provisions hereof or its duties hereunder, and the Dissemination Agent shall not incur any liability and shall be fully protected in acting in good faith upon the advice of such legal counsel. 11 4130-9653-5375.4 (b) The Administrator shall not have any duty with respect to the content of any disclosures made pursuant to the terms hereof. The Administrator shall have only such duties as are specifically set forth in this Disclosure Agreement, and no implied covenants shall be read into this Disclosure Agreement with respect to the Administrator. To the extent permitted by law, the Issuer agrees to hold harmless the Administrator, its officers, directors, employees and agents, but only from Annual Collection Costs collected from the property owners in Improvement Area#1, against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including reasonable attorneys' fees) of defending against any claim of liability, but excluding liabilities due to the Administrator's negligence or willful misconduct; provided, however,that nothing herein shall be construed to require the Issuer to indemnify the Administrator for losses, expenses or liabilities arising from information provided to the Administrator by third parties, or the failure of any third party to provide information to the Administrator as and when required under this Disclosure Agreement, or the failure of the Developer to provide information to the Administrator as and when required under the Disclosure Agreement of Developer. The obligations of the Issuer under this Section shall survive resignation or removal of the Administrator and payment in full of the Bonds. Nothing in this Disclosure Agreement shall be construed to mean or to imply that the Administrator is an "obligated person" under the Rule. The Administrator is not acting in a fiduciary capacity in connection with the performance of its respective obligations hereunder. The Administrator shall not in any event incur any liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of legal counsel given with respect to any question relating to duties and responsibilities of the Administrator hereunder, or (ii) any action taken or omitted to be taken in reliance upon any document delivered to the Administrator and believed to be genuine and to have been signed or presented by the proper party or parties. The Administrator may, from time to time, consult with legal counsel of its own choosing in the event of any disagreement or controversy, or question or doubt as to the construction of any of the provisions hereof or its duties hereunder, and the Administrator shall not incur any liability and shall be fully protected in acting in good faith upon the advice of such legal counsel. (c) UNDER NO CIRCUMSTANCES SHALL THE DISSEMINATION AGENT, THE ADMINISTRATOR, OR THE ISSUER BE LIABLE TO THE OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY ANY PARTY TO THIS DISCLOSURE AGREEMENT,WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS DISCLOSURE AGREEMENT, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT,FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. THE DISSEMINATION AGENT AND THE ADMINISTRATOR ARE UNDER NO OBLIGATION NOR ARE THEY REQUIRED TO BRING SUCH AN ACTION. SECTION 13. Assessment Timeline. The basic expected timeline for the collection of Assessments and the anticipated procedures for pursuing the collection of delinquent Assessments is set forth in Exhibit D which is intended to illustrate the general procedures expected to be followed in enforcing the payment of delinquent Assessments. Failure to adhere to such expected timeline shall not constitute a default by the Issuer under this Disclosure Agreement,the Indenture,the Bonds, or any other document related to the Bonds. 12 4130-9653-5375.4 SECTION 14. No Personal Liability. No covenant, stipulation, obligation or agreement of the Issuer, the Administrator, or the Dissemination Agent contained in this Disclosure Agreement shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future council members, officer, agent or employee of the Issuer, the Administrator, or the Dissemination Agent in other than that person's official capacity. SECTION 15. Severability. In case any section or provision of this Disclosure Agreement, or any covenant, stipulation, obligation, agreement, act or action, or part thereof made, assumed, entered into, or taken thereunder or any application thereof, is for any reasons held to be illegal or invalid, such illegality or invalidity shall not affect the remainder thereof or any other section or provision thereof or any other covenant, stipulation, obligation, agreement, act or action, or part thereof made, assumed, entered into, or taken thereunder (except to the extent that such remainder or section or provision or other covenant, stipulation, obligation, agreement, act or action, or part thereof is wholly dependent for its operation on the provision determined to be invalid), which shall be construed and enforced as if such illegal or invalid portion were not contained therein, nor shall such illegality or invalidity of any application thereof affect any legal and valid application thereof, and each such section, provision, covenant, stipulation, obligation, agreement, act or action, or part thereof shall be deemed to be effective, operative, made, entered into or taken in the manner and to the full extent permitted by law. SECTION 16. Sovereign Immunity. The Dissemination Agent and the Administrator agree that nothing in this Disclosure Agreement shall constitute or be construed as a waiver of the Issuer's sovereign or governmental immunities regarding liability or suit. SECTION 17. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Issuer, the Administrator, the Dissemination Agent, and the Owners and the beneficial owners from time to time of the Bonds, and shall create no rights in any other person or entity. Nothing in this Disclosure Agreement is intended or shall act to disclaim, waive or otherwise limit the duties of the Issuer under federal and state securities laws. SECTION 18. Dissemination Agent and Administrator Compensation. The fees and expenses incurred by the Dissemination Agent and the Administrator for their respective services rendered in accordance with this Disclosure Agreement constitute Annual Collection Costs and will be included in the Annual Installments as provided in the annual updates to the Service and Assessment Plan. The Issuer shall pay or reimburse the Dissemination Agent and the Administrator, but only with funds to be provided from the Annual Collection Costs component of the Annual Installments collected from the property owners in Improvement Area#1,for the fees and expenses for their respective services rendered in accordance with this Disclosure Agreement. SECTION 19. Statutory Verifications. The Dissemination Agent and the Administrator, each individually, make the following representation and verifications to enable the Issuer to comply with Chapters 2252, 2271, 2274, and 2276, Texas Government Code, as heretofore amended (the "Government Code"), in entering into this Disclosure Agreement. As used in such verifications, ,,affiliate" means an entity that controls, is controlled by, or is under common control with the Dissemination Agent or the Administrator, as the case may be, 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 verification prior to the expiration or earlier termination of this Disclosure Agreement shall survive until barred by the applicable 13 4130-9653-5375.4 statute of limitations, and shall not be liquidated or otherwise limited by any provision of this Disclosure Agreement, notwithstanding anything in this Disclosure Agreement to the contrary. (a) Not a Sanctioned Company. The Dissemination Agent and the Administrator, each individually, 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, Government Code. The foregoing representation excludes the Dissemination Agent and the Administrator 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. (b) No Boycott oflsrael. The Dissemination Agent and the Administrator, each individually, 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 Disclosure Agreement. As used in the foregoing verification, "boycott Israel" has the meaning provided in Section 2271.001, Government Code. (c) No Discrimination Against Firearm Entities. The Dissemination Agent and the Administrator, each individually, 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 Disclosure Agreement. As used in the foregoing verification, "discriminate against a firearm entity or firearm trade association" has the meaning provided in Section 2274.001(3), Government Code. (d) No Boycott ofEneM Companies. The Dissemination Agent and the Administrator, each individually, 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 Disclosure Agreement. As used in the foregoing verification, "boycott energy companies" has the meaning provided in Section 2276.001(l), Government Code. SECTION 20. Disclosure of Interested Parties. Pursuant to Section 2252.908(c)(4), Texas Government Code, as amended,the Dissemination Agent hereby certifies it is a publicly traded business entity and is not required to file a Certificate of Interested Parties Form 1295 related to this Disclosure Agreement. Submitted herewith is a completed Form 1295 in connection with the Administrator's participation in the execution of this Disclosure Agreement 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 Issuer hereby confirms receipt of the Form 1295 from the Administrator, and the Issuer agrees to acknowledge such form with the TEC through its electronic filing application not later than the thirtieth(30th) day after the receipt of such form. The Administrator and the Issuer understand and agree that, with the exception of information identifying the Issuer and the contract identification number, neither the Issuer 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 Administrator; and, neither the Issuer nor its consultants have verified such information. 14 4130-9653-5375.4 SECTION 21. Governing Law and Venue. This Disclosure Agreement shall be governed by the laws of the State of Texas. Venue of any action to enforce the rights and privileges existing under this Disclosure Agreement shall be brought in the state district court of Nueces County, Texas. SECTION 22. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. The Issuer, the Administrator, and the Dissemination Agent agree that electronic signatures to this Disclosure Agreement may be regarded as original signatures. Signature pages follow. 15 4130-9653-5375.4 CITY OF CORPUS CHRISTI, TEXAS By: City Manager SIGNATURE PAGE OF CONTINUING DISCLOSURE AGREEMENT OF ISSUER 4130-9653-5375.4 BOKF, NA (as Dissemination Agent) By: Authorized Officer SIGNATURE PAGE OF CONTINUING DISCLOSURE AGREEMENT OF ISSUER 4130-9653-5375.4 P3Works, LLC (as Administrator) By: Authorized Officer SIGNATURE PAGE OF CONTINUING DISCLOSURE AGREEMENT OF ISSUER 4130-9653-5375.4 EXHIBIT A NOTICE TO MSRB OF FAILURE TO FILE [ANNUAL ISSUER REPORT][ANNUAL COLLECTIONS REPORT] [AUDITED/UNAUDITED FINANCIAL STATEMENTS] Name of Issuer: City of Corpus Christi, Texas Name of Bond Issue: Special Assessment Revenue Bonds, Series 2024 (Whitecap Public Improvement District No. 1 Improvement Area #1 Project) (the "Bonds") CUSIP Nos. [insert CUSIP Nos.] Date of Delivery: , 20 NOTICE IS HEREBY GIVEN that the City of Corpus Christi, Texas (the "Issuer"), has not provided [an Annual Issuer Report][an Annual Collections Report][audited/unaudited financial statements] with respect to the Bonds as required by the Continuing Disclosure Agreement of Issuer dated as of October 1, 2024, by and among the Issuer, P3Works, LLC., as "Administrator," and BOKF, NA, as "Dissemination Agent." The Issuer anticipates that [the Annual Issuer Report][the Annual Collections Report][audited/unaudited financial statements] will be filed by Dated: BOKF, NA, on behalf of the City of Corpus Christi, Texas (as Dissemination Agent) By: Title: cc: City of Corpus Christi, Texas A-I 4130-9653-5375.4 EXHIBIT B CITY OF CORPUS CHRISTI, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 (WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 IMPROVEMENT AREA#1 PROJECT) ANNUAL FINANCIAL INFORMATION* Delivery Date: , 20 CUSIP Nos: [insert CUSIP Nos.] DISSEMINATION AGENT Name: BOKF, NA Address: [ ] City: [� Telephone: O - Contact Person: Attn: Section 4(a)(i)(A) BONDS OUTSTANDING Original Outstanding Outstanding Maturity Interest Principal Principal Interest Date Rate Amount Amount Amount Total Section 4(a)(i)(B) INVESTMENTS Fund/ Investment Par Book Market Account Name Description Value(') Value(') Value(') According to account balance statement dated as of[insert date]as provided by the Trustee. *Excluding audited financial statements ofthe Issuer B-1 4130-9653-5375.4 Section 4(a)(i)(C) ASSETS AND LIABILITIES OF TRUST ESTATE Cash Position of Trust Estate for statements dated Se tember 30,20 [List of Funds/Accounts Held Under Indenture] Amount In the Fund Total A Bond Principal Amount Outstanding B Outstanding Assessment Amount to be collected C Net Position of Trust Estate and Outstanding Bonds and A-B+C Assessments September 30,20[_] Trust Statements: ❑ Audited ❑ Unaudited Accounting Type: ❑ Cash ❑ Accrual ❑ Modified Accrual Section 4(a)(ii) FINANCIAL INFORMATION AND OPERATING DATA WITH RESPECT TO THE ISSUER OF THE GENERAL TYPE AND IN SUBSTANTIALLY SIMILAR FORM PROVIDED IN THE FOLLOWING TABLES AS OF THE END OF THE FISCAL YEAR Debt Service Requirements on the Bonds Year Ending (September 30) Principal Interest Total Top [Five]Assessment Pavers in Improvement Area#1 lt> Percentage of Outstanding Percentage of Total Property Owner No. of Parcels/Lots Parcels/Lots Assessments Assessments Does not include those owing less than one percent(1%)of total Assessments;may be fewer than five. Assessed Value of Improvement Area#1 of the District The [YEAR] certified total assessed value for the Assessed Property in Improvement Area#1 of the District is approximately $[AMOUNT] according to the Nueces County Appraisal District. B-2 4130-9653-5375.4 Foreclosure History Related to the Assessments for the Past Five Fiscal Years Fiscal Delinquent Delinquent Year Assessment Amount Parcels in Assessment Amount Ended not in Foreclosure Foreclosure in Foreclosure Foreclosure Foreclosure Proceeds 9( /M Proceedings Proceedings Proceedings Sales Received 20 $ $ $ 20 20 20 20 [insert any necessary footnotes] Collection and Delinquency History of Annual Installments for the Past Five Fiscal Years Fiscal Year Total Annual Delinquent Delinquent Total Ended Installment Parcels Amount as Delinquent Amount as of Delinquent% Assessments 9( / Billed Levied(') of 3/1 % as of 3/1 99/11 as of[9/11 Collected(') 20 $ $ % $ % $ 20 20 20 20 (1)Pursuant to Section 31.031,Texas Tax Code,certain veterans,persons aged 65 or older,and the disabled,who qualify for an exemption under either Section 11.13(c), 11.32,or 11.22,Texas Tax Code,are eligible to pay property taxes in four equal installments("Installment Payments"). Effective January 1,2018,pursuant to Section 31.031(a-1),Texas Tax Code,the Installment Payments are each due before February 1,April 1, June 1,and August 1.Each unpaid Installment Payment is delinquent and incurs penalties and interest if not paid by the applicable date. (2)[Does/does not]include interest and penalties. Parcel Numbers for Delinquencies Equaling or Exceeding 10% of Annual Installments Due For the past five Fiscal Years,if the total amount of delinquencies as of September 1 equals or exceeds ten percent(10%)of the amount of Annual Installments due,a list of parcel numbers for which the Annual Installments are delinquent. Fiscal Year Ended(9/30) Delinquent% as of 9/1 Parcel Numbers 20 % 20 20 20 20 History of Prepayment of Assessments for the Past Five Fiscal Years Amount of Number of Amount of Bonds Fiscal Year Ended(9/30) Prepayments Prepayments Bond Call Date Redeemed 20 $ $ 20 20 20 20 [insert any necessary footnotes] ITEMS REQUIRED BY SECTION 4(a)(iii)-(iv) [Insert a line item for each applicable listing] B-3 4130-9653-5375.4 EXHIBIT C CITY OF CORPUS CHRISTI, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 (WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 IMPROVEMENT AREA#1 PROJECT) ANNUAL COLLECTIONS REPORT Delivery Date: , 20 CUSIP Nos: [insert CUSIP Nos.] DISSEMINATION AGENT Name: BOKF, NA Address: [ ] City: [ Texas ] Telephone: O - Contact Person: Attn: SELECT FINANCIAL INFORMATION AND OPERATING DATA WITH RESPECT TO THE COLLECTION OF ASSESSMENTS COVERING THE PERIOD BEGINNING WITH THE FIRST DAY OF THE FISCAL YEAR SUCCEEDING THE REPORTING FISCAL YEAR THROUGH THE COLLECTIONS REPORTING DATE PROVIDED IN COMPLIANCE WITH SUBSECTION 5(A) OF THE ISSUER'S DISCLOSURE AGREEMENT Foreclosure History Related To The Annual Installments(i) Delinquent Annual Delinquent Annual Installment Amount Parcels in Installment Amount Succeeding not in Foreclosure Foreclosure in Foreclosure Foreclosure Foreclosure Proceeds Fiscal Year Proceedings Proceedings Proceedings Sales Received 20 $ $ $ (i) Period covered includes October 1,20 through March 1,20 C-1 4130-9653-5375.4 Collection and Delinquency of Annual Installments(i) Total Annual Delinquent Total Annual Succeeding Installments Parcels Amount as Delinquent% Installments Fiscal Year Levied Levied(2) of 3/1 as of 3/1 Collected(') 20 $ $ % $ Period covered includes October 1,20 through March 1,20 «�Pursuant to Section 31.031,Texas Tax Code,certain veterans,persons aged 65 or older,and the disabled,who qualify for an exemption under either Section 11.13(c), 11.32,or 11.22,Texas Tax Code,are eligible to pay property taxes in four equal installments("Installment Payments"). Effective January 1,2018,pursuant to Section 31.031(a-1),Texas Tax Code,the Installment Payments are each due before February 1,April 1, June 1,and August 1.Each unpaid Installment Payment is delinquent and incurs penalties and interest if not paid by the applicable date. 3)[Does/does not]include interest and penalties. Prepayment of Assessments(') Amount of Succeeding Number of Amount of Bonds Fiscal Year Prepayments Prepayments Bond Call Date Redeemed 0)Period covered includes October 1,20 through March 1,20 C-2 4130-9653-5375.4 EXHIBIT D BASIC EXPECTED TIMELINE FOR ASSESSMENT COLLECTIONS AND PURSUIT OF DELINQUENCIES' Delinquency Date Clock(Days) Activity January 31 Assessments are due. February 1 1 Assessments delinquent if not received. 15 Upon receipt, but no later than February 15, Issuer forwards payment to Trustee for all collections received, along with detailed breakdown. Subsequent payments and relevant details will follow monthly thereafter. Issuer and/or Administrator should be aware of actual and specific delinquencies. Administrator should be aware if Reserve Fund needs to be utilized for debt service payments during the corresponding Fiscal Year. Issuer and Administrator should determine if previously collected surplus funds, if any, plus actual Annual Installment collections will be fully adequate for debt service in the corresponding March and September. March 15 43/44 Trustee pays bond interest payments to Owners. April 1 59/60 At this point,if total delinquencies are under 5%and if there is adequate funding in the Pledged Revenue Fund for transfer to the Principal and Interest Account for full September payments, no further action is anticipated for collection of Assessments except that the Issuer or Administrator, working with the City Attorney or an appropriate designee, will begin process to cure deficiency. Issuer, or the Trustee on behalf of the Issuer, to notify Dissemination Agent in writing of the occurrence of draw on the Reserve Fund and, following receipt of such notice, Dissemination Agent to notify MSRB of such draw or the Reserve Fund. July 1 152/153 If there are over 5% delinquencies or if there is insufficient funding in the Pledged Revenue Fund for Illustrates anticipated dates and procedures for pursuing the collection of delinquent Annual Installments of Assessments,which dates and procedures shall be in accordance with Chapters 31,32,33, and 34, Texas Tax Code, as amended(the "Code"), and the Tax Assessor/Collector's procedures,and are subject to adjustment by the Issuer. If the collection and delinquency procedures under the Code are subsequently modified,whether due to an executive order of the Governor of Texas,an amendment to the Code,or otherwise, such modifications shall control. D-I 4130-9653-5375.4 transfer to the Principal and Interest Account of such amounts as shall be required for the full September payment, Issuer and/or Administrator to notify Dissemination Agent in writing for inclusion in the next Annual Report. Preliminary Foreclosure activity commences in accordance with Tax Assessor/Collector's procedures. If Dissemination Agent has not received Foreclosure Schedule and Plan of Collections, Dissemination Agent to request same from the Issuer. If the Issuer has not provided the Dissemination Agent with Foreclosure Schedule and Plan of Collections, Dissemination Agent requests that the Issuer commence foreclosure or provide plan for collection. August 15 197/198 The designated lawyers or law firm will be preparing the formal foreclosure documents and will provide periodic updates to the Dissemination Agent and the Trustee. The goal for the foreclosure actions is a filing by no later than August 15 (day 197/198). Foreclosure action to be filed with the court as soon as practicable, in accordance with the Tax Assessor/Collector's procedures. Issuer notifies Trustee and Dissemination Agent of Foreclosure filing status in writing for inclusion in next Annual Report. A committee of not less than twenty-five percent (25%) of the Owners may request a meeting with the Issuer to discuss the Issuer's actions in pursuing the repayment of any delinquencies.This would also occur after day thirty (30) if it is apparent that a Reserve Fund draw is required. Further, if delinquencies exceed five percent (5%), Owners may also request a meeting with the Issuer at any time to discuss the Issuer's plan and progress on collection and foreclosure activity. If the Issuer is not diligently proceeding with the foreclosure process, the Owners may seek an action for mandamus or specific performance to direct the Issuer to pursue the collections of delinquent Annual Installments of Assessments. D-2 4130-9653-5375.4 EXHIBIT D 2024 ANNUAL SERVICE PLAN UPDATE 139198996.6/1 001 1 86793 D-1 WhitecapImprovementPublic District No . 1 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN OCTOBER 2, 2024 ORKS NORTH • • TABLE OF CONTENTS Tableof Contents............................................................................................................................ 1 Introduction .................................................................................................................................... 3 SectionI: Definitions....................................................................................................................... 5 SectionII: The District................................................................................................................... 13 Section III: Authorized Improvements.......................................................................................... 13 SectionIV: Service Plan................................................................................................................. 15 Section V: Assessment Plan .......................................................................................................... 16 Section VI: Terms of the Assessments.......................................................................................... 19 Section VII: Assessment Roll ......................................................................................................... 25 Section VIII: Additional Provisions................................................................................................ 25 Scheduleand Exhibits................................................................................................................... 28 ScheduleI...................................................................................................................................... 29 Appendices.................................................................................................................................... 30 Exhibit A-1— Map of the District................................................................................................... 31 Exhibit A-2— Plats of Improvement Area #1................................................................................. 32 Exhibit A-3— Map of the Preserve................................................................................................41 Exhibit A-4— Map of Remainder Area ..........................................................................................42 Exhibit A-5— Lot Type Classification Map.....................................................................................43 ExhibitB— Project Costs ...............................................................................................................44 ExhibitC—Service Plan.................................................................................................................45 Exhibit D—Sources and Uses of Funds.........................................................................................46 Exhibit E— Maximum Assessment and Tax Rate Equivalent ........................................................ 47 Exhibit F-1 — Improvement Area #1 Assessment Roll................................................................... 48 Exhibit F-2 — Improvement Area #1 Annual Installments............................................................. 55 Exhibit G-1— Maps of Initial Common to All Improvements........................................................ 56 Exhibit G-2— Maps of Improvement Area #1 Improvements ...................................................... 57 Exhibit H — Form of Notice of Assessment Termination............................................................... 61 Exhibit I —Annual Installment Schedule for the Improvement Area #1 Reimbursement Obligation...................................................................................................................................... 64 Exhibit J-1— District Legal Description.......................................................................................... 65 WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 1 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN Exhibit J-2—Improvement Area #1 Legal Description................................................................... 66 Exhibit J-3—The Preserve Legal Description ................................................................................ 69 Appendix A—Engineer's Report................................................................................................... 71 Appendix B— Buyer Disclosures.................................................................................................... 87 WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 2 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN INTRODUCTION Capitalized terms used in this Amended and Restated Service and Assessment Plan shall have the meanings given to them in Section I unless otherwise defined in this Amended and Restated Service and Assessment Plan or unless the context in which a term is used clearly requires a different meaning. Unless otherwise defined, a reference to a "Section," an "Exhibit," or an "Appendix" shall be a reference to a Section of this Amended and Restated Service and Assessment Plan or an Exhibit or Appendix attached to and made a part of this Amended and Restated Service and Assessment Plan for all purposes. The City Council passed and approved Resolution No. 032761 authorizing the establishment of the District on May 17, 2022, in accordance with the PID Act, and recorded such Resolution in the real property records of Nueces County, Texas, as Instrument No. 2022024701 on May 20 2022, and such authorization was effective upon approval of the Resolution in accordance with the PID Act. The purpose of the District is to finance the Actual Costs of Authorized Improvements that confer a special benefit on approximately 242.011 acres located within the corporate limits of the City, as described by the legal description on Exhibit J-1 and depicted on Exhibit A-1. On February 20, 2024, the City approved the Service and Assessment Plan for the District by adopting the 2024 Assessment Ordinance which approved the levy of Assessments against Assessed Property for Improvement Area #1 and approved the Assessment Roll. This 2024 Amended and Restated Service and Assessment Plan serves to amend and restate the Service and Assessment Plan in its entirety for the purposes of(1) issuing the Improvement Area #1 Bonds and (2) updating the Assessment Roll. The PID Act requires a service plan must (i) cover a period of at least five years; (ii) define the annual indebtedness and projected cost of the Authorized Improvements; and (iii) include a copy of the notice form required by Section 5.014 of the Texas Property Code, as amended. The Service Plan is contained in Section IV and the notice form is attached as Appendix B. The PID Act requires that the Service Plan include an Assessment Plan that assesses the Actual Costs of the Authorized Improvements against the Assessed Property within the District based on the special benefits conferred on such property by the Authorized Improvements. The Assessment Plan is contained in Section V. The PID Act requires an Assessment Roll that states the Assessment against each Parcel determined by the method chosen by the City Council. The Assessment against each Parcel of Assessed Property must be sufficient to pay the share of the Actual Costs of the Authorized WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN Improvements apportioned to such Parcel and cannot exceed the special benefit conferred on the Parcel by such Authorized Improvements. The Improvement Area #1 Assessment Roll is included as Exhibit F-1. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 4 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN SECTION I: DEFINITIONS "2024 Assessment Ordinance" means Ordinance No. 033302 which was passed and adopted by the City Council on February 20, 2024, and levied Assessments against Improvement Area #1 in the District. "Actual Costs" mean, with respect to Authorized Improvements,the actual costs paid or incurred by or on behalf of the Developer, (either directly or through affiliates), including: (1)the costs for the design, planning, financing, administration/management, acquisition, installation, construction and/or implementation of such Authorized Improvements; (2) the fees paid for obtaining permits, licenses, or other governmental approvals for such Authorized Improvements; (3) the costs for external professional services, such as engineering,geotechnical, surveying, land planning, architectural landscapers, appraisals, legal, accounting, and similar professional services; (4)the costs for all labor, bonds, and materials, including equipment and fixtures, owing to contractors, builders, and materialmen engaged in connection with the acquisition, construction, or implementation of the Authorized Improvements; (5) all related permitting and public approval expenses, and architectural, engineering, consulting, and other governmental fees and charges; and (6) costs to implement, administer, and manage the above-described activities including, but not limited to, a construction management fee equal to four percent(4%) of construction costs if managed by or on behalf of the Developer. "Additional Interest" means the amount collected by the application of the Additional Interest Rate. "Additional Interest Rate" means the 0.50% additional interest rate that may be charged on Assessments securing PID Bonds pursuant to Section 372.018 of the PID Act. "Administrator" means the City or independent firm designated by the City who shall have the responsibilities provided in this Amended and Restated Service and Assessment Plan, any Indenture, or any other agreement or document approved by the City related to the duties and responsibilities of the administration of the District. The initial Administrator is P3Works, LLC. "Annual Collection Costs" mean the actual or budgeted costs and expenses related to the operation of the District, including, but not limited to, costs and expenses for: (1) the Administrator; (2) City staff; (3) legal counsel, engineers, accountants, financial advisors, and other consultants engaged by the City; (4) calculating, collecting, and maintaining records with respect to Assessments and Annual Installments, including the costs of foreclosure; (5) preparing and maintaining records with respect to Assessment Rolls and Annual Service Plan Updates; (6) paying and redeeming PID Bonds; (7) investing or depositing Assessments and Annual WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN Installments; (8) complying with this Amended and Restated Service and Assessment Plan, the PID Act, and any Indenture, with respect to the PID Bonds, including the City's continuing disclosure requirements; and (9) the paying agent/registrar and Trustee in connection with PID Bonds, including their respective legal counsel. Annual Collection Costs collected but not expended in any year shall be carried forward and applied to reduce Annual Collection Costs for subsequent years. "Annual Installment" means the annual installment payment of an Assessment as calculated by the Administrator and approved by the City Council, that includes: (1) principal; (2) interest; (3) Annual Collection Costs; and (4) Additional Interest related to the PID Bonds. "Annual Service Plan Update" means an update to this Amended and Restated Service and Assessment Plan prepared no less frequently than annually by the Administrator and approved by the City Council. "Assessed Property" means any Parcel within the District against which an Assessment is levied. "Assessment" means an assessment levied against Assessed Property and imposed pursuant to an Assessment Ordinance and the provisions herein, as shown on an Assessment Roll, subject to reallocation upon the subdivision of such Assessed Property or reduction according to the provisions herein and in the PID Act. "Assessment Ordinance" means one or more ordinances adopted by the City Council in accordance with the PID Act that levies an Assessment on the Assessed Property, as shown on any Assessment Roll. "Assessment Plan" means the methodology employed to assess the Actual Costs of the Authorized Improvements against the Assessed Property based on the special benefits conferred on such property by the Authorized Improvements, more specifically set forth and described in Section V. "Assessment Roll" means any assessment roll for the Assessed Property, including the Improvement Area #1 Assessment Roll, as updated, modified or amended from time to time in accordance with the procedures set forth herein and in the PID Act, including updates prepared in connection with the issuance of PID Bonds or in any Annual Service Plan Updates. "Authorized Improvements" means the improvements authorized by Section 372.003 of the PID Act, including the Common to All Improvements,the Improvement Area #1 Improvements, Bond Issuance Costs, and deposit to administrative fund, and described in Sections III.A, Section 111.13, Section III.C, and Section III.D as further depicted on Exhibits G-1 and G-2. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 e� PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN "Bond Issuance Costs" means the costs associated with issuing PID Bonds, including, but not limited to, attorney fees, financial advisory fees, consultant fees, appraisal fees, printing costs, publication costs, capitalized interest, reserve fund requirements, underwriter's discount, fees charged by the Texas Attorney General, and any other cost or expense incurred by the City directly associated with the issuance of any series of PID Bonds. "City" means the City of Corpus Christi, Texas. "City Council" means the governing body of the City. "Common to All Improvements" means those certain Authorized Improvements that confer a special benefit to all of the property within the District, excluding Non-Benefited Property. The Common to All Improvements includes the Initial Common to All Improvements as well as future improvements that are to be determined and identified in future updates to this Amended and Restated Service and Assessment Plan. "County" means Nueces County,Texas. "Delinquent Collection Costs" mean costs directly or indirectly related to the foreclosure on Assessed Property and the costs of collection of delinquent Assessments, delinquent Annual Installments, or any other delinquent amounts due under this Amended and Restated Service and Assessment Plan, including penalties and reasonable attorney's fees actually paid, but excluding amounts representing interest and penalty interest. "Developer" means Ashlar Interests, LLC and any successors or assigns thereof, engaged by the Owner to develop the property in the District for the ultimate purpose of transferring title to end users. "Development Agreement" means the Development Agreement— Whitecap North Padre Island by and between the Developer and the City related to the development of property within the PID, as the same may be amended from time to time. "District" means the Whitecap Public Improvement District No. 1 containing approximately 242.011 acres located within the corporate limits of the City, and more specifically described in Exhibit J-1 and depicted on Exhibit A-1. "District Formation Costs" means the costs associated with forming the District, including, but not limited to, attorney fees, and any other cost or expense incurred by the Owner, Developer, or the City that are directly associated with the establishment of the District. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN "Engineer's Report" means the report provided by a licensed professional engineer that describes the Authorized Improvements, including their costs, location, and benefit, and is attached hereto as Appendix A. "Estimated Buildout Value" means the estimated value of an Assessed Property with fully constructed buildings, as provided by the Developer and confirmed by the City Council, by considering such factors as density, lot size, proximity to amenities, view premiums, location, market conditions, historical sales, builder contracts, discussions with homebuilders, reports from third party consultants, or any other factors that, in the judgment of the City, may impact value.The Estimated Buildout Value for each Lot Type is shown on Exhibit E. "Improvement Area #1" means approximately 55.9022 acres located within the District, more specifically described in Exhibit J-2 and depicted on Exhibit A-2. "Improvement Area#1 Annual Installment" means the Annual Installment of the Improvement Area #1 Assessment as calculated by the Administrator and approved by the City Council, that includes: (1) principal; (2) interest; (3) Annual Collection Costs related to Improvement Area #1; and (4) Additional Interest related to any series of PID Bonds secured by all or a portion of the Improvement Area #1 Assessment, if applicable. "Improvement Area #1 Assessed Property" means any Parcel within Improvement Area #1 against which an Improvement Area #1 Assessment is levied. "Improvement Area#1 Assessment" means an Assessment levied against Improvement Area #1 Assessed Property, related to the Improvement Area #1 Authorized Improvements, and imposed pursuant to an Assessment Ordinance and the provisions herein, as shown on the Improvement Area #1 Assessment Roll, subject to reallocation or reduction in accordance with the provisions set forth in Section VI herein and in the PID Act. "Improvement Area #1 Assessment Roll" means the Assessment Roll for the Improvement Area #1 Assessed Property, as updated, modified, or amended from time to time in accordance with the procedures set forth herein and in the PID Act, including any updates prepared in connection with the issuance of PID Bonds or any Annual Service Plan Updates. The Improvement Area #1 Assessment Roll is included in this Amended and Restated Service and Assessment Plan as Exhibit F-1. "Improvement Area #1 Authorized Improvements" means collectively, (1) the Improvement Area #1 Improvements; (2) Improvement Area #1's share of the Initial Common to All Improvements; (3) the first year's Annual Collection Costs related Improvement Area #1; and (4) Bond Issuance Costs incurred in connection with the issuance of any series of PID Bonds secured by all or a portion of the Improvement Area #1 Assessment, if applicable. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN "Improvement Area #1 Bonds" means those certain "City of Corpus Christi, Texas, Special Assessment Revenue Bonds, Series 2024 (Whitecap Public Improvement District No. 1 Improvement Area #1 Project)" that are secured by Improvement Area #1 Assessments. "Improvement Area#1 Improvements" means the Authorized Improvements which only benefit the Improvement Area #1 Assessed Property, as further described in Section III.A and depicted on Exhibit G-2. "Improvement Area #1 Initial Parcel" means all of the Improvement Area #1 Assessed Property against which the entire Improvement Area #1 Assessment is levied, as shown on the Improvement Area #1 Assessment Roll. "Improvement Area #1 Reimbursement Obligation" means the amount shown on Schedule secured by Improvement Area #1 Assessments to be paid to the Developer under the Reimbursement Agreement. The Annual Installments for the Improvement Area #1 Reimbursement Obligation are shown on Exhibit I. If the City issues one or more series of PID Bonds secured by Improvement Area #1 Assessments, then the net proceeds of such PID Bonds shall be used to refinance all or a portion of the outstanding Improvement Area #1 Reimbursement Obligation. "Indenture" means an indenture of trust entered into between the City and the Trustee in connection with the issuance of each series of PID Bonds, as amended from time to time, setting forth the terms and conditions related to a series of PID Bonds. "Initial Common to All Improvements" means the Common to All Improvements installed with Improvement Area #1, as further described in Section III.B. and depicted on Exhibit G-1. "Lot" means(1)for any portion of the District for which a final subdivision plat has been recorded in the plat or official public records of the County, a tract of land described by "lot" in such subdivision plat; and (2) for any portion of the District for which a subdivision plat has not been recorded in the plat or official public records of the County, a tract of land anticipated to be described as a "lot" in a final recorded subdivision plat as shown on a concept plan or a preliminary plat. A "Lot" shall not include real property owned by a government entity, even if such property is designated as a separate described tract or lot on a recorded subdivision plat. "Lot Type" means a classification of final building Lots with similar characteristics (e.g. lot size, home product, Estimated Buildout Value, etc.), as determined by the Administrator and confirmed by the City Council. In the case of single-family residential Lots, the Lot Type shall be further defined by classifying the residential Lots by the Estimated Buildout Value of the Lot as provided by the Developer, and confirmed by the City Council, as shown on Exhibit H. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN "Lot Type 1" means a Lot within Improvement Area #1 marketed to homebuilders as a Villa Lot. The buyer disclosure for Lot Type 1 is attached as Appendix B-2. "Lot Type 2" means a Lot within Improvement Area #1 marketed to homebuilders as a Villa + Lot. The buyer disclosure for Lot Type 2 is attached as Appendix B-3. "Lot Type 3" means a Lot within Improvement Area #1 marketed to homebuilders as a Standard Lot. The buyer disclosure for Lot Type 3 is attached as Appendix B-4. "Lot Type 4" means a Lot within Improvement Area #1 marketed to homebuilders as a Standard + Lot.The buyer disclosure for Lot Type 4 is attached as Appendix B-5. "Lot Type 5" means a Lot within Improvement Area #1 marketed to homebuilders as a Medium Lot. The buyer disclosure for Lot Type 5 is attached as Appendix B-6. "Lot Type 6" means a Lot within Improvement Area #1 marketed to homebuilders as a Medium + Lot.The buyer disclosure for Lot Type 6 is attached as Appendix B-7. "Lot Type 7" means a Lot within Improvement Area #1 marketed to homebuilders as a Large + Lot. The buyer disclosure for Lot Type 7 is attached as Appendix B-8. "Maximum Assessment" means, for each Lot, an Assessment equal to the lesser of (1) the amount calculated pursuant to Section VI.A, or (2) for each Lot Type, the amount shown on Exhibit E. "Non-Benefited Property" means Parcels within the boundaries of the District that accrue no special benefit from the Authorized Improvements as determined by the City Council, and are not assessed. "Notice of Assessment Termination" means a document that shall be recorded in the official public records of the County evidencing the termination of an Assessment, a form of which is attached as Exhibit H. "Owner" or "Owners" means Diamond Beach Holdings, LLC and any successors or assigns thereof. "Parcel" or"Parcels" means a specific property within the District identified by either a tax parcel identification number assigned by the Nueces Central Appraisal District for real property tax purposes, by legal description, or by lot and block number in a final subdivision plat recorded in the official public records of the County, or by any other means determined by the City. "PID Act" means Chapter 372,Texas Local Government Code, as amended. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 10 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN "PID Bonds" means any bonds issued by the City in one or more series and secured in whole or in part by Assessments. "Prepayment" means the payment of all or a portion of an Assessment before the due date of the final Annual Installment thereof. Amounts received at the time of a Prepayment which represent a payment of principal, interest, or penalties on a delinquent installment of an Assessment are not to be considered a Prepayment, but rather are to be treated as the payment of the regularly scheduled Annual Installment. "Prepayment Costs" means interest, including Additional Interest and Annual Collection Costs, to the date of Prepayment. "Preserve" means approximately 4.64 acres located within the District more specifically described in Exhibit J-3 and depicted on Exhibit A-3. The Preserve is the location of all Common to All Improvements, and is considered Non-Benefited Property. "Private Improvements" means improvements required to be constructed by the Developer that are not Authorized Improvements but are required to reach final Lot completion. "Reimbursement Agreement" means that certain "PID Reimbursement Agreement Whitecap Public Improvement District," effective February 20, 2024, entered into by and between the City and Developer in which: (1) the Developer on behalf of the Owner agrees to construct the Authorized Improvements, including the Common to All Improvements and Improvement Area #1 Improvements, and to fund certain Actual Costs of Authorized Improvements; (2) the City agrees to reimburse the Developer for Actual Costs of the Authorized Improvements solely from the revenue collected by the City from Assessments, including Annual Installments thereof, and/or from the net proceeds of PID Bonds, if issued; and (3) provides for the terms of payment of principal plus interest on each Reimbursement Obligation shown on Schedule I. "Reimbursement Obligation" means a reimbursement obligation, including but not limited to the Improvement Area #1 Reimbursement Obligation, related to Actual Costs of Authorized Improvements to be paid to the Developer under the terms of the Reimbursement Agreement. Each Reimbursement Obligation shall be set forth on Schedule I attached to this Amended and Restated Service and Assessment Plan, and will be updated at the adoption of each Assessment Ordinance. Schedule I will be updated as part of the update to this Amended and Restated Service and Assessment Plan (1) each time the City levies an Assessment, (2) when PID Bonds are issued, or (3) with each Annual Service Plan Update to reflect annual principal paid with Annual Installments collected. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN �.1 "Remainder Area" means approximately 181.4688 acres located within the District and entirely outside of Improvement Area #1 and the Preserve, and depicted on Exhibit A-4, to be developed as one or more future improvement areas. "Service and Assessment Plan" means the Whitecap Public Improvement District No. 1 Service and Assessment Plan approved by City Council on February 20, 2024 by the 2024 Assessment Ordinance. "Service Plan" means the plan described in Section IV which covers a period of at least five years and defines the annual indebtedness and projected costs of the Authorized Improvements. "Trustee" means the trustee or successor trustee under an Indenture. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 12 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN SECTION II: THE DISTRICT The District includes approximately 242.011 contiguous acres located within the corporate limits of the City, the boundaries of which are more particularly described on Exhibit J-1 and depicted on Exhibit A-1. Development of the District is anticipated to include approximately 620 Lots developed with single-family homes, and 50.3 acres of commercial space. Improvement Area #1 includes approximately 55.9022 acres located within the corporate limits of the City, the boundaries of which are more particularly described on Exhibit J-2 and depicted on Exhibit A-2. Improvement Area #1 is preliminarily platted and includes 199 Lots developed with single-family homes (20 single-family homes that are on Lots classified as Lot Type 1, 46 single-family homes that are on Lots classified as Lot Type 2, 9 single-family homes that are on Lots classified as Lot Type 3, 93 single-family homes that are on Lots classified as Lot Type 4, 15 single-family homes that are on Lots classified as Lot Type 5, 9 single-family homes that are on Lots classified as Lot Type 6, and 7 single-family homes that are on Lots classified as Lot Type 7.) Final platting will be completed when infrastructure is dedicated to the City. The Remainder Area includes approximately 181.4688 contiguous acres located within the corporate limits of the City, the boundaries of which are depicted on Exhibit A-4. Development of the Remainder Area is anticipated to include approximately 421 Lots developed with single- family homes and 50.3 acres of commercial space. SECTION III: AUTHORIZED IMPROVEMENTS Based on information provided by the Developer and its engineer and reviewed by the City staff and by third-party consultants retained by the City, the City has determined that the Authorized Improvements confer a special benefit on the Assessed Property. Authorized Improvements will be designed and constructed in accordance with the City's standards and specifications and will be owned and operated by the City or maintained by the owner's association.The budget for the Authorized Improvements is shown on Exhibit B.As the Remainder Area is subdivided into future improvement areas,the costs of the Authorized Improvements, including additional Common to All Improvements that specially benefit such future improvement areas, will be determined and identified in updates to this Amended and Restated Service and Assessment Plan when Assessments relating to Authorized Improvements benefitting such future improvement areas are levied. A. Initial Common to All Improvements ■ Preserve WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 13 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN Preserve Improvements— Improvements within or relating to the approximate 4.64 acre public park and open space to be known as the "Preserve" including installation of entryway monuments, signage, lighting, hardscape, screening walls, trails, sidewalks, pathways, playgrounds, furnishings, and irrigation systems. The Preserve Improvements will benefit all property within the District and will be owned by the City and maintained by one or more owner's associations as set forth in the Development Agreement. ■ Soft Costs Costs related to designing, constructing, and installing the Initial Common to All Improvements including land planning and design, City fees, engineering, soil testing, survey, construction management, contingency, legal fees, and consultant fees. B. Improvement Area #1 Improvements ■ Streets Improvements including subgrade stabilization, concrete and reinforcing steel for roadways, testing, handicapped ramps, and streetlights. All related earthwork, excavation, erosion control, retaining walls, intersections, signage, lighting and re- vegetation of all disturbed areas within the right-of-way are included. The street improvements will provide benefit to each Lot within Improvement Area #1. ■ Drainage Improvements including earthen channels, swales, curb and drop inlets, RCP piping and boxes, headwalls, concrete flumes, rock rip rap, concrete outfalls, and testing as well as all related earthwork, excavation, erosion control and all necessary appurtenances required to provide storm drainage for all Lots within Improvement Area #1. ■ Water Improvements including trench excavation and embedment, trench safety, PVC piping, manholes, service connections, testing, related earthwork, excavation, erosion control and all necessary appurtenances required to provide water service to all Lots within Improvement Area #1. ■ Wastewater Improvements including trench excavation and embedment, trench safety, PVC piping, ductile iron encasement, boring, manholes, service connections, testing, related earthwork, excavation, erosion control and all necessary appurtenances required to provide wastewater service to all Lots within Improvement Area #1. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 14 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN ■ Soft Costs Costs related to designing, constructing, and installing the Improvement Area #1 Improvements including land planning and design, City fees, engineering, soil testing, survey, construction management, contingency, legal fees, District Formation Costs, and consultant fees. C. Bond Issuance Costs ■ Debt Service Reserve Fund Equals the amount to be deposited in a debt service reserve fund under an applicable Indenture in connection with the issuance of PID Bonds. ■ Capitalized Interest Equals the amount required to be deposited for the purpose of paying capitalized interest on a series of PID Bonds under an applicable Indenture in connection with the issuance of such PID Bonds. ■ Underwriter's Discount Equals a percentage of the par amount of a particular series of PID Bonds related to the costs of underwriting such PID Bonds. ■ Costs of Issuance Includes costs of issuing a particular series of PID Bonds, including but not limited to issuer fees, attorney's fees, financial advisory fees, consultant fees, appraisal fees, printing costs, publication costs, City's costs,fees charged by the Texas Attorney General, and any other cost or expense directly associated with the issuance of PID Bonds. D. Other Costs ■ Deposit to Administrative Fund Equals the amount necessary to fund the first year's Annual Collection Costs for a particular series of PID Bonds. SECTION IV: SERVICE PLAN The PID Act requires the Service Plan to cover a period of at least five years. The Service Plan is required to define the annual projected costs and indebtedness for the Authorized Improvements undertaken within the District during the five-year period. The Service Plan is also WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 "PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN required to include a copy of the buyer disclosure notice form required by Section 5.014 of the Texas Property Code, as amended. The Service Plan must be reviewed and updated in each Annual Service Plan Update. Exhibit C summarizes the initial Service Plan for Improvement Area #1. Per the PID Act and Section 5.014 of the Texas Property Code, as amended, this Amended and Restated Service and Assessment Plan, and any future Annual Service Plan Updates, shall include a form of the buyer disclosure for the District. The buyer disclosures are attached hereto as Appendix B. Exhibit D summarizes the sources and uses of funds required to construct the Authorized Improvements and Private Improvements. The sources and uses of funds shown on Exhibit D shall be updated in an Annual Service Plan Update to show the amount required to fund the required reserves and to reflect any budget revisions at the time the PID Bonds are issued. SECTION V: ASSESSMENT PLAN The PID Act allows the City Council to apportion the costs of the Authorized Improvements to the Assessed Property based on the special benefit received from the Authorized Improvements.The PID Act provides that such costs may be apportioned: (1) equally per front foot or square foot; (2) according to the value of property as determined by the City Council, with or without regard to improvements constructed on the property; or (3) in any other manner approved by the City Council that results in imposing equal shares of such costs on property similarly benefited. The PID Act further provides that the City Council may establish by ordinance or order reasonable classifications and formulas for the apportionment of the cost between the City and the area to be assessed and the methods of assessing the special benefits for various classes of improvements. This section of this Amended and Restated Service and Assessment Plan describes the special benefit received by each Parcel within the District as a result of the Authorized Improvements and provides the basis and justification for the determination that this special benefit equals or exceeds the amount of the Assessments to be levied on the Assessed Property for such Authorized Improvements. The determination by the City Council of the assessment methodologies set forth below is the result of the discretionary exercise by the City Council of its legislative authority and governmental powers and is conclusive and binding on the Owner, developers, and all future owners and developers of the Assessed Property. A. Assessment Methodology WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 16 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN Acting in its legislative capacity and based on information provided by the Developer and its engineer and reviewed by the City staff and by third-party consultants retained by the City, the City Council has determined that the costs related to the Authorized Improvements shall be allocated as follows: ■ The costs of the Improvement Area #1 Authorized Improvements were allocated to each Parcel within Improvement Area #1 based on the ratio of the Estimated Buildout Value of each Parcel designated as Improvement Area #1 Assessed Property to the Estimated Buildout Value of all Improvement Area #1 Assessed Property. Currently, the Improvement Area#1 Initial Parcel is the only Parcel within Improvement Area #1, and as such, the Improvement Area #1 Initial Parcel is allocated 100% of the Improvement Area #1 Authorized Improvements. ■ The costs of the Initial Common to All Improvements were allocated to Improvement Area #1 and the Remainder Area based upon the acreage of each Parcel or Assessed Property within Improvement Area #1 and the Remainder Area, as applicable, to the total acreage of Improvement Area #1 and the Remainder Area. The Remainder Area is allocated 76.45% of the Initial Common to All Improvements costs, and Improvement Area #1 is allocated 23.55% of the Initial Common to All Improvements costs. The Remainder Area and Improvement Area #1's shares of the Initial Common to All Improvement costs are illustrated in Exhibit B. B. Assessments The Improvement Area#1 Assessment has been levied on the Improvement Area #1 Initial Parcel in the amount shown on the Improvement Area #1 Assessment Roll, attached hereto as Exhibit F-1. The projected Improvement Area #1 Annual Installments are shown on Exhibit F-2. Upon division or subdivision of the Improvement Area #1 Initial Parcel, the Improvement Area #1 Assessment will be reallocated pursuant to Section VI. The Maximum Assessment for each Lot Type is shown on Exhibit E. In no case will the Assessment for Lots classified as Lot Type 1, Lot Type 2, Lot Type 3, Lot Type 4, Lot Type 5, Lot Type 6 or Lot Type 7, respectively, exceed the corresponding Maximum Assessment for each Lot classification. C. Findings of Special Benefit Acting in its legislative capacity and based on information provided by the Developer and its engineer and reviewed by the City staff and by third-party consultants retained by the City, the City Council has found and determined the following: ■ Improvement Area#1 WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 17 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN ■ The costs of the Improvement Area #1 Authorized Improvements at the time the Service and Assessment Plan was approved equaled $31,943,908; ■ The Improvement Area #1 Assessed Property receives special benefit from the Improvement Area #1 Authorized Improvements equal to or greater than the Actual Cost of the Improvement Area #1 Authorized Improvements; ■ The Improvement Area #1 Initial Parcel was allocated 100% of the Improvement Area #1 Assessment levied for the Improvement Area #1 Authorized Improvements, which equals $23,856,000; ■ The special benefit ($31,943,908) received by the Improvement Area #1 Initial Parcel from the Improvement Area #1 Authorized Improvements is equal to or greater than the amount of the Improvement Area #1 Assessment ($23,856,000) levied on the Improvement Area #1 Initial Parcel for the Improvement Area #1 Authorized Improvements; and ■ At the time the City Council approved the Service and Assessment Plan,the Owner owned 100% of the Improvement Area #1 Initial Parcel. In a landowner consent certificate executed by the Owner and filed with the County Clerk of the County, the Owner acknowledged that the Improvement Area #1 Authorized Improvements confer a special benefit on the Improvement Area #1 Initial Parcel and consented to the imposition of the Improvement Area #1 Assessment to pay for the Actual Costs associated therewith. The Owner ratified, confirmed, accepted,agreed to,and approved: (1)the determinations and findings bythe City Council as to the special benefits described herein and the 2024 Assessment Ordinance; (2) the Service and Assessment Plan and the 2024 Assessment Ordinance; and (3) the levying of the Improvement Area #1 Assessment on the Improvement Area #1 Initial Parcel. D. Annual Collection Costs The Annual Collection Costs shall be paid for annually by the owner of each Assessed Property pro rata based on the ratio of the amount of outstanding Assessment remaining on the Assessed Property to the total outstanding Assessment. The Annual Collection Costs shall be collected as part of and in the same manner as Annual Installments in the amounts shown on the Assessment Roll, which may be revised based on Actual Costs incurred in Annual Service Plan Updates. E. Additional Interest WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 is PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN The interest rate on Assessments securing each respective series of PID Bonds may exceed the interest rate on each respective series of PID Bonds by the Additional Interest Rate.To the extent required by any Indenture, Additional Interest shall be collected as part of each Annual Installment and shall be deposited pursuant to the applicable Indenture. SECTION VI: TERMS OF THE ASSESSMENTS Any reallocation of Assessments as described in this Section VI shall be considered an administrative action of the City and will not be subject to the notice or public hearing requirements under the PID Act. A. Reallocation of Assessments 1. Upon Division Prior to Recording of Subdivision Plat Upon the division of any Assessed Property (without the recording of a subdivision plat), the Administrator shall reallocate the Assessment for the Assessed Property prior to the division among the newly divided Assessed Properties according to the following formula: A= Bx (C= D) Where the terms have the following meanings: A= the Assessment for the newly divided Assessed Property B = the Assessment for the Assessed Property prior to division C= the Estimated Buildout Value of the newly divided Assessed Property D = the sum of the Estimated Buildout Value for all of the newly divided Assessed Properties The calculation of the Assessment of an Assessed Property shall be performed by the Administrator and shall be based on the Estimated Buildout Value of that Assessed Property, as provided by the Developer, relying on information from homebuilders, market studies, appraisals, official public records of the County, and any other relevant information regarding the Assessed Property.The Estimated Buildout Values for Lot Type 1, Lot Type 2, Lot Type 3, Lot Type 4, Lot Type 5, Lot Type 6, and Lot Type 7 are shown on Exhibit E and will not change in future Annual Service Plan Updates but Exhibit E may be updated in future Annual Service Plan Updates to account for additional Lot Types. The calculation as confirmed by the City Council shall be conclusive and binding. The sum of the Assessments for all newly divided Assessed Properties shall equal the Assessment for the Assessed Property prior to subdivision.The calculation shall be made WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN separately for each newly divided Assessed Property. The reallocation of an Assessment for an Assessed Property that is a homestead under Texas law may not exceed the Assessment prior to the reallocation. Any reallocation pursuant to this section shall be reflected in the Annual Service Plan Update immediately following such reallocation. 2. Upon Subdivision by a Recorded Subdivision Plat Upon the subdivision of any Assessed Property based on a recorded subdivision plat, the Administrator shall reallocate the Assessment for the Assessed Property prior to the subdivision among the new subdivided Lots based on Estimated Buildout Value according to the following formula: A= [B x(C_ D)]/E Where the terms have the following meanings: A= the Assessment for the newly subdivided Lot B = the Assessment for the Parcel prior to subdivision C= the sum of the Estimated Buildout Value of all newly subdivided Lots with the same Lot Type D = the sum of the Estimated Buildout Value for all of the newly subdivided Lots excluding Non-Benefited Property E= the number of newly subdivided Lots with the same Lot Type Prior to the recording of a subdivision plat, the Developer shall provide the City an Estimated Buildout Value as of the date of the recorded subdivision plat for each Lot created by the recorded subdivision plat. The calculation of the Assessment for a Lot shall be performed by the Administrator and confirmed by the City Council based on Estimated Buildout Value information provided by the Developer, homebuilders, third party consultants, and/or the Official Public Records of the County regarding the Lot. The Estimated Buildout Values for Lot Type 1, Lot Type 2, Lot Type 3, Lot Type 4, Lot Type 5, Lot Type 6 and Lot Type 7 are shown on Exhibit E and will not change in future Annual Service Plan Updates.The calculation as confirmed by the City Council shall be conclusive and binding. The sum of the Assessments for all newly subdivided Lots shall not exceed the Assessment for the portion of the Assessed Property subdivided prior to subdivision. The calculation shall be made separately for each newly subdivided Assessed Property. The reallocation of an Assessment for an Assessed Property that is a homestead under Texas law may not exceed the Assessment prior to the reallocation.Any reallocation pursuant to this section WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 20 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN shall be reflected in the Annual Service Plan Update immediately following such reallocation. 3. Upon Consolidation If two or more Lots or Parcels are consolidated into a single Lot or Parcel, the Administrator shall allocate the Assessments against the Lots or Parcels before the consolidation to the consolidated Lot or Parcel, which allocation shall be approved by the City Council in the next Annual Service Plan Update immediately following such consolidation. The Assessment for any resulting Lot may not exceed the Maximum Assessment for the applicable Lot Type and compliance may require a mandatory Prepayment of Assessments pursuant to Section VI.C. B. Mandatory Prepayment of Assessments If an Assessed Property or a portion thereof is conveyed to a party that is exempt from payment of the Assessment under applicable law, or the owner causes a Lot, Parcel or portion thereof to become Non-Benefited Property, the owner of such Lot, Parcel or portion thereof shall pay to the City, or cause to be paid to the City, the full amount of the Assessment, plus all Prepayment Costs and Delinquent Collection Costs for such Assessed Property, prior to any such conveyance or act, and no such conveyance shall be effective until the City receives such payment. Following payment of the foregoing costs in full,the City shall provide the owner with a recordable "Notice of Assessment Termination," a form of which is attached hereto as Exhibit H. C. True-Up of Assessments if Maximum Assessment Exceeded at Plat Prior to the City approving a final subdivision plat, the Administrator will certify that such plat will not result in the Assessment per Lot for any Lot Type to exceed the Maximum Assessment. If the Administrator determines that the resulting Assessment per Lot for any Lot Type will exceed the Maximum Assessment for that Lot Type,then (1)the Assessment applicable to each Lot Type shall each be reduced to the Maximum Assessment, and (2) the person or entity filing the plat shall pay to the City, or cause to be paid to the City, the amount the Assessment was reduced, plus Prepayment Costs and Delinquent Collection Costs, if any, prior to the City approving the final plat.The City's approval of a plat without payment of such amounts does not eliminate the obligation of the person or entity filing the plat to pay such amounts. At no time shall the aggregate Assessments for any Lot exceed the Maximum Assessment. D. Reduction of Assessments If as a result of cost savings or the failure to construct all or a portion of an Authorized Improvement the Actual Costs of any Authorized Improvements are less than the Assessments, WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 21 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN then (i) in the event PID Bonds have not been issued for the purpose of financing Authorized Improvements affected by such reduction in Actual Costs, the City Council shall reduce each Assessment on a pro rata basis such that the sum of the resulting reduced Assessments for all Assessed Property equals the reduced Actual Costs that were expended, or (ii) in the event that PID Bonds have been issued for the purpose of financing Authorized Improvements affected by such reduction in Actual Costs, the Trustee shall apply amounts on deposit in the applicable account of the project fund created under the Indenture relating to such series of PID Bonds that are not expected to be used for the purposes of the project fund as directed by the City pursuant to the terms of such Indenture. Such excess PID Bond proceeds may be used for any purpose authorized by such Indenture. The Assessments shall never be reduced to an amount less than the amount required to pay all outstanding debt service requirements on all outstanding PID Bonds. The Administrator shall update (and submit to the City Council for review and approval as part of the next Annual Service Plan Update)the Assessment Roll and corresponding Annual Installments to reflect the reduced Assessments. E. Prepayment of Assessments The owner of any Assessed Property may, at any time, pay all or any part of an Assessment in accordance with the PID Act. Prepayment Costs, if any, may be paid from a reserve established under the applicable Indenture. If an Annual Installment has been billed, or the Annual Service Plan Update has been approved by the City Council prior to the Prepayment, the Annual Installment shall be due and payable and shall be credited against the Prepayment. If an Assessment on an Assessed Property is prepaid in full, with Prepayment Costs, (1) the Administrator shall cause the Assessment to be reduced to zero on said Assessed Property and the Assessment Roll to be revised accordingly; (2) the Administrator shall prepare the revised Assessment Roll and submit such revised Assessment Roll to the City Council for review and approval as part of the next Annual Service Plan Update; (3)the obligation to pay the Assessment and corresponding Annual Installments shall terminate with respect to said Assessed Property; and (4) the City shall provide the owner with a recordable "Notice of Assessment Termination." If an Assessment on an Assessed Property is prepaid in part with Prepayment Costs: (1) the Administrator shall cause the Assessment to be reduced on said Assessed Property and the Assessment Roll revised accordingly; (2) the Administrator shall prepare the revised Assessment Roll and submit such revised Assessment Roll to the City Council for review and approval as part of the next Annual Service Plan Update; and (3) the obligation to pay the Assessment will be reduced to the extent of the Prepayment made. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 22 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN F. Payment of Assessment in Annual Installments Assessments that are not paid in full shall be due and payable in Annual Installments. Exhibit F-2 shows the estimated Improvement Area #1 Annual Installments. Annual Installments are subject to adjustment in each Annual Service Plan Update. Prior to the recording of a final subdivision plat, if any Parcel shown on the Assessment Roll is assigned multiple tax parcel identification numbers for billing and collection purposes,the Annual Installment shall be allocated pro rata based on the acreage of the Parcel not including any Non- Benefited Property, as shown by the Nueces Central Appraisal District for each tax parcel identification number. The Administrator shall prepare and submit to the City Council for its review and approval an Annual Service Plan Update to allow for the billing and collection of Annual Installments. Each Annual Service Plan Update shall include updated Assessment Rolls and updated calculations of Annual Installments. The Annual Collection Costs for a given Assessment shall be paid by the owner of each Parcel pro rata based on the ratio of the amount of outstanding Assessment remaining on the Parcel to the total outstanding Assessment. Annual Installments shall be reduced by any credits applied under an applicable Indenture, such as capitalized interest, interest earnings on account balances, and any other funds available to the Trustee for such purposes. Annual Installments shall be collected by the City in the same manner and at the same time as ad valorem taxes. Annual Installments shall be subject to the penalties, procedures, and foreclosure sale in case of delinquencies as set forth in the PID Act and in the same manner as ad valorem taxes due and owing to the City. To the extent permitted by the PID Act or other applicable law, the City Council may provide for other means of collecting Annual Installments, but in no case shall the City take any action, or fail to take any action, that would cause it to be in default under any Indenture. Assessments shall have the lien priority specified in the PID Act. Sales of the Assessed Propertyfor nonpayment of Annual Installments shall be subject to the lien for the remaining unpaid Annual Installments against the Assessed Property, and the Assessed Property may again be sold at a judicial foreclosure sale if the purchaser fails to timely pay any of the remaining unpaid Annual Installments as they become due and payable. The City reserves the right to refund PID Bonds in accordance with applicable law, including the PID Act. In the event of a refunding, the Administrator shall recalculate the Annual Installments so that total Annual Installments will be sufficient to pay the refunding bonds, and the refunding bonds shall constitute "PID Bonds." Each Annual Installment of an Assessment, including interest on the unpaid principal of the Assessment, shall be updated annually. Each Annual Installment shall be due when billed and WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 23 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN shall be delinquent if not paid prior to February 1 of the following year. The initial Annual Installments of the Improvement Area #1 Assessments shall be due when billed and shall be delinquent if not paid prior to February 1, 2025. Failure of an owner of an Assessed Property to receive an invoice for an Annual Installment shall not relieve said owner of the responsibility for payment of the Assessment. Assessments, or Annual Installments thereof, that are delinquent shall incur Delinquent Collection Costs. G. Prepayment as a Result of an Eminent Domain Proceeding or Taking Subject to applicable law, if any portion of any Parcel of Assessed Property is taken from an owner as a result of eminent domain proceedings or if a transfer of any portion of any Parcel of Assessed Property is made to an entity with the authority to condemn all or a portion of the Assessed Property in lieu of or as a part of an eminent domain proceeding (a "Taking"), the portion of the Assessed Property that was taken or transferred (the "Taken Property") shall be reclassified as Non-Benefited Property. For the Assessed Property that is subject to the Taking as described in the preceding paragraph, the Assessment that was levied against the Assessed Property(when it was included in the Taken Property) prior to the Taking shall remain in force against the remaining Assessed Property (the Assessed Property less the Taken Property) (the "Remaining Property"), following the reclassification of the Taken Property as Non-Benefited Property, subject to an adjustment of the Assessment applicable to the Remaining Property after any required Prepayment as set forth below. The owner of the Remaining Property will remain liable to pay, pursuant to the terms of this Amended and Restated Service and Assessment Plan, as updated, and the PID Act, the Assessment that remains due on the Remaining Property, subject to an adjustment in the Assessment applicable to the Remaining Property after any required Prepayment as set forth below. Notwithstanding the foregoing, if the Assessment that remains due on the Remaining Property exceeds the applicable Maximum Assessment, the owner of the Remaining Property will be required to make a Prepayment in an amount necessary to ensure that the Assessment against the Remaining Property does not exceed such Maximum Assessment, in which case the Assessment applicable to the Remaining Property will be reduced by the amount of the partial Prepayment. If the City receives all or a portion of the eminent domain proceeds (or payment made in an agreed sale in lieu of condemnation), such amount shall be credited against the amount of Prepayment, with any remainder credited against the Assessment on the Remaining Property. In all instances the Assessment remaining on the Remaining Property shall not exceed the applicable Maximum Assessment. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN By way of illustration, if an owner owns 100 acres of Assessed Property subject to a $100 Assessment and 10 acres is taken through a Taking, the 10 acres of Taken Property shall be reclassified as Non-Benefited Property and the remaining 90 acres constituting the Remaining Property shall be subject to the $100 Assessment (provided that this$100 Assessment does not exceed the Maximum Assessment on the Remaining Property). If the Administrator determines that the $100 Assessment reallocated to the Remaining Property would exceed the Maximum Assessment, as applicable, on the Remaining Property by $10, then the owner shall be required to pay $10 as a Prepayment of the Assessment against the Remaining Property and the Assessment on the Remaining Property shall be adjusted to $90. Notwithstanding the previous paragraphs in this subsection, if the owner of the Remaining Property notifies the City and the Administrator that the Taking prevents the Remaining Property from being developed for any use which could support the Estimated Buildout Value requirement, the owner shall, upon receipt of the compensation for the Taken Property, be required to prepay the amount of the Assessment required to buy down the outstanding Assessment to the applicable Maximum Assessment on the Remaining Property to support the Estimated Buildout Value requirement. The owner will remain liable to pay the Assessment on both the Taken Property and the Remaining Property until such time that such Assessment has been prepaid in full. Notwithstanding the previous paragraphs in this subsection, the Assessments shall never be reduced to an amount less than the amount required to pay all outstanding debt service requirements on all outstanding PID Bonds. SECTION VII: ASSESSMENT ROLL The Improvement Area #1 Assessment Roll is attached as Exhibit F-1. The Administrator shall prepare and submit to the City Council for review and approval proposed revisions to the Improvement Area #1 Assessment Roll and Improvement Area #1 Annual Installments for each Parcel as part of each Annual Service Plan Update. SECTION VIII: ADDITIONAL PROVISIONS A. Calculation Errors If the owner of a Parcel claims that an error has been made in any calculation required by this Amended and Restated Service and Assessment Plan, including, but not limited to, any calculation made as part of any Annual Service Plan Update, the owner's sole and exclusive remedy shall be to submit a written notice of error to the Administrator by December 1st of each WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 "PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN year following City Council's approval of the calculation. Otherwise, the owner shall be deemed to have unconditionally approved and accepted the calculation. The Administrator shall provide a written response to the City Council and the owner not later than 30 days after receipt of such written notice of error by the Administrator. The City Council shall consider the owner's notice of error and the Administrator's response at a public meeting, and, not later than 30 days after closing such meeting, the City Council shall make a final determination as to whether an error has been made. If the City Council determines that an error has been made,the City Council shall take such corrective action as is authorized by the PID Act, this Amended and Restated Service and Assessment Plan, the applicable Assessment Ordinance, the applicable Indenture, or as otherwise authorized by the discretionary power of the City Council. The determination by the City Council as to whether an error has been made, and any corrective action taken by the City Council, shall be final and binding on the owner and the Administrator. B. Amendments Amendments to this Amended and Restated Service and Assessment Plan must be made by the City Council in accordance with the PID Act. To the extent permitted by the PID Act,this Amended and Restated Service and Assessment Plan may be amended without notice to owners of the Assessed Property: (1)to correct mistakes and clerical errors; (2)to clarify ambiguities; and (3)to provide procedures to collect Assessments, Annual Installments, and other charges imposed by this Amended and Restated Service and Assessment Plan. C. Administration and Interpretation The Administrator shall: (1) perform the obligations of the Administrator as set forth in this Amended and Restated Service and Assessment Plan; (2) administer the District for and on behalf of and at the direction of the City Council; and (3) interpret the provisions of this Amended and Restated Service and Assessment Plan. Interpretations of this Amended and Restated Service and Assessment Plan by the Administrator shall be in writing and shall be appealable to the City Council by owners of Assessed Property adversely affected by the interpretation. Appeals shall be decided by the City Council after holding a public meeting at which all interested parties have an opportunity to be heard. Decisions by the City Council shall be final and binding on the owners of Assessed Property and developers and their successors and assigns. D. Form of Buyer Disclosure/Filing Requirements Per Section 5.014 of the Texas Property Code, as amended, this Amended and Restated Service and Assessment Plan, and any future Annual Service Plan Updates, shall include a form of the buyer disclosures for the District. The buyer disclosures are attached hereto as Appendix B. Within seven days of approval by the City Council,the City shall file and record in the real property WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 26 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN records of the County the executed ordinance of this Amended and Restated Service and Assessment Plan, or any future Annual Service Plan Updates. The executed ordinance, including any attachments, approving this Service an Assessment Plan or any future Annual Service Plan Updates shall be filed and recorded in their entirety. E. Severability If any provision of this Amended and Restated Service and Assessment Plan is determined by a governmental agency or court to be unenforceable,the unenforceable provision shall be deleted and, to the maximum extent possible, shall be rewritten to be enforceable. Every effort shall be made to enforce the remaining provisions. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 27 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN SCHEDULE AND EXHIBITS The following Schedule and Exhibits are attached to and made a part of this Amended and Restated Service and Assessment Plan for all purposes: Schedule I Reimbursement Obligations Exhibit A-1 Map of the District Exhibit A-2 Plats of Improvement Area #1 Exhibit A-3 Map of the Preserve Exhibit A-4 Map of Remainder Area Exhibit A-5 Lot Type Classification Map Exhibit B Project Costs Exhibit C Service Plan Exhibit D Sources and Uses of Funds Exhibit E Maximum Assessment and Tax Rate Equivalent Exhibit F-1 Improvement Area #1 Assessment Roll Exhibit F-2 Improvement Area #1 Annual Installments Exhibit G-1 Maps of Initial Common to All Improvements Exhibit G-2 Maps of Improvement Area #1 Improvements Exhibit H Form of Notice of Assessment Termination Exhibit I Debt Service Schedule for Improvement Area #1 Bonds Exhibit J-1 District Boundary Description Exhibit J-2 Improvement Area #1 Boundary Description Exhibit J-3 Remainder Area Boundary Description WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 28 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN SCHEDULE I The following Schedule is attached to and made a part of this Amended and Restated Service and Assessment Plan for all purposes: 1. Improvement Area#1 Reimbursement Obligation Outstanding Principal Amount: The amount available in the Improvement Area #1 Improvements Account of the Project Fund established pursuant to the terms of that certain Indenture of Trust by and between the City and BOKF, NA, as Trustee, dated as of October 1, 2024 (the"Improvement Area#1 Indenture"), as available pursuant to the terms the Improvement Area#1 Indenture. • Interest Rate: The Improvement Area #1 Reimbursement Obligation shall bear no interest. • Date of Improvement Area#1 Assessment Ordinance Approval: Ordinance No. 033302 approved on February 20, 2024, and recorded in the real property records of Nueces County, Texas on February 23, 2024, as Document No. 2024005581. • Date of Improvement Area #1 Bond Ordinance Approval: Ordinance No. approved on October 15,2024,and recorded in the real property records of Nueces County,Texas on , 2024 as Document No. _ • Payment Source: Solely from: Funds available in the Improvement Area#1 Improvements Account of the Project Fund established by Improvement Area#1 Indenture. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 29 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN APPENDICES The following Appendices are attached to and made apart of this Amended and Restated Service and Assessment Plan for all purposes: Appendix A Engineer's Report Appendix B Buyer Disclosures WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 30 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT A-1 - MAP OF THE DISTRICT HI -LE L IA� ENGINEEPINI3-I�=I .AX TEYJS ENGIH t F�S.EERINGFIRl1E ,adr _uti.s acw!sJe� - IJ II �} '� vs c�• T f t 4 f LIL f b IL , #� iI IF C _ I iI :III i- - DIAAlM0ND BECK •' — + I HOLDINGS WHITECAP NORTH PADRE ISLAND .... "I_ a PID DIRECT PUBLIC _ I I it IMP ROVFMENTS PHASNG je -- EXHII3IT C WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 31 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT A-2-PLATS OF IMPROVEMENT AREA#1 x c .h w e ro Plat of u WHITECAP ahn a b Ih,p e Nsmlexen, o "w�c +Mc.�un,"e vrvr.wm n "w+w.n"m n�nra4° NORTH PADRE ISLAND Unit IA r— nE P oi x. Anna xerµre+xe�.e+ea.n gel l 9« oxr ur e.w ar rrocr rm or raE raaE iswa- �n xlxn rE .u,»,u w alx.w+u,mm me .. x ven a u+° ."d d. o", a.ti=exnnlxx arrrx.Ic..,r re urE x.e a, �.��� �'«ria = aaxaos nr n ze%av rwmpt�cr+j;ff ,�. •. mm�trwicic rt� rvc6 mmn a..w .».eat+rx un niirwn T+1. , .,,.�„ .b�I.xr e,a�c owa m er xxx>wxw ry rxs xosnwres .,-u,.�xExr, ucox°m ix mac. vvi�.,miiu xEo°axs``N . _: reap ,� Z- h7 s��lflT1�1 7� x q ]EE,W° tdp Xq.S �dxa �ihr le m M<no eeM�tx�xlh.l he.p�upootl+e nm`a .gym nbad PM1P«q �°PV�n ry hi'�M r '0L�°0 - Mm ce x Taw. aue a"d,edsenede q e umew�,e..n�, p m e p cd nnc 1xe krt�aq M x_. ��� rm.the wea w d�a—cn 5+ LJA ENGINEERING a r "r�ervr.,Emiro.r _ Ame_a rem✓r�e.rv�s.Nm WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 32 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN a' M BUIL014G LINENE LILFIiMnJSE.®F_-_ l q cj tirMq � / Cg S5l T.T Plat of WHITECAP NORTH PADRE ISLAND Wp Efl GI1NE€PING Unit 1A WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 33 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN - —resl Tom" h _ a 1 I ice'= L l e u Lm •'r Ora nuaw,ur} T Ieuavt,utc•. e .. `3 Pln2 Gf WHITECAP NORTH PADRE ISLAND .h Unit 1B LJA ENGIFIEEHQ[G ...11„ .-xla 11 'w I .o-•ro r•Ir a T re •/ Ih:tT • �.r SOUTk 1 153.b�'Gi]i rt u • r • _ / SOUTH 522.54' 14 �ULI -h}I 1`v'Ef i WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 34 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN LOYNry L(ar,A , ru auarzn•a.a m+pp iuu.i . uuwr,] Yh,ONma.a r,p..Iu. .M1.nh.-nh 4aar w Plat of M tl P P^h arrrd WHIIECAp yaaix HE V.hW ZiJ a WH I T E C A P y ee p k.+ae - c I¢4umaa M'rM®"nc WwIG tlRrn noo]nr! vF<vn ors JN aorJ to M1=punk aea W he nuvll.r.. ^ � ..... m �. y aapt4M1 pl-I NORTH PADRE ISLAND �enwapVan Rw aeararRar,�ara =aa,m x� yng� me wm pNmePv ors+miN nx arr wr.x me. m • re�wrx xwr�rm.prarx.rx Pagrl of W +Unit IC .r'nran+a `nxi °e.% 'Y m p�mu p..s wn r,Rr:aprnm°in Lirc°tla�an aeP"m`n"an°r`"rn."�.,'wui mot.enn me psur�uur.a pMa�_, r+ aml,a'ry, r.Al.a slgno,urar a rxo,s or rove�unrs tw ga ne e " h ='fig N —IEs HENEMEP a ALP£F Ma EF o.Vb pr.C4 Sr NE "'inn s wui E[U�W NA+Y Pa4111yIPC a r xEFE G lyp a rv,F L"a S r�+a xw WIE IEt.r+l.lE PUi[+i w raas+d pwn1 enNr rry Yantl ono, m tlm.eM1e tlny=o! ylm Ih Li.RP TN 1Kv Ec IftP YE('E CC4NIY.lEx S41P 4bc SFA L59 , xen r eEdc pamlod o s rc,:q r,�crnn W xaw.n occo r�aoa„s5z, mR.,R, .RR, '�m..>• =FFlclel cgtpS Mv[ Couam, sw+ A_5 4 3p,PCS n - fLR[ ,�,ry lmx RR T 17,A 7—li ae iW44T,—T 1}LP pe.+c a..aE RULI(IW,Cr 2}.n e Jo Aa —1 � +is er[auws Dues ro tE uarrryrc,sr me uw,m..c.. 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LJA ENGINEERING WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 40 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT A-3 - MAP OF THE PRESERVE HI -LE dEERIN. rF I I t lr I 1 j L _ + a r C+ Xj it I T t .Ifl I \! II t DIAMOND HEAr r r I HOLDINGS J WHITECAP NORTH PADRE 15LAN�J' -T INITIAL IMPROVEMENTS ' _ COMMON TO ALL AREA':. r _•jr I . � EXHIBIT F# J IF WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 41 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT A-4 - MAP OF REMAINDER AREA Hi -LE LJ4 ENGINEERING- I :Ek4 Eti iy=E *! FRVF-113, I r _ ram' I - r • t I Y - f I _� � rLf __ 1r+frrl I L�. �l4 - y LJ IT dj 1--u �II I I ff 1j C i�; DIAM0ND BE AC - I HOLDINGS WHITECAP r -_ ' q = -'I I• --NORTH PADRE ISLAND REMAINING, IMPROVEMENT AREA - - I EXHI@IT I I WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 42 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT A-5-LOT TYPE CLASSIFICATION MAP Phase t Site Visualization �+rRffsr WHITECAP REVISED 24-04-08 0 o s 4 '4 4 .Nye F bb 2 All .. - DASRAWk"DRIVE a •3i�� 3Rd ® �Myi RM1.} O �iN ;1 a 3 �m � r• o E�Ai. .,. + ps qR 41 &u� ffi�. � ��• � �T��y,�y 1�®� 1� +ray 'brig N,rr h,�4tiH �}XLTON[WRY 8 y �� y�X`3 i x 0 ��• � `,MF e¢�I.F nhs Y.a � �.T aG a.� .a•}6 'L�'0 'Y�� .. gryg § Og TER �Y sa wrr+ c� 7 S Wolllol RrT,nq 3zD 51n ,0 A' aIY.YYY��oY a MYLtly pJ 1 �T ihb `,r �• v�d ,�F f sq A. ip Q •BI' •rE _. �i�5 T� aM y4 i6} Qo + io8 :Future Development �.w, Future,G,eygloprrient� _�. 1 �4'� WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 43 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT B - PROJECT COSTS Initial Common to All Improvementsl`I Preserve $ 2,310,000 $ 23.55% $ 544,018 76.45% $ 1,765,982 Soft Costs[d] 852,500 23.55% 200,769 76.45% 651,731 $ 3,162,500 $ $ 744,786 $ 2,417,714 Improvement Area#1 Improvements Street $17,087,424 $ 100.00% $ 17,087,424 0.00% $ Drainage 1,655,010 100.00% 1,655,010 0.00% Water 1,742,790 100.00% 1,742,790 0.00% Wastewater 3,196,725 100.00% 3,196,725 0.00% Soft Costs lel 3,436,250 100.00% 3,436,250 0.00% $27,118,199 $ $ 27,118,199 $ Improvement Area#1 Private Improvements Community Amenities and Parks $ 8,460,000 $ 8,460,000 0.00% $ 0.00% $ Private Landscape Development Costs 2,291,000 2,291,000 0.00% 0.00% $ 10,751,000 $10,751,000 $ - $ Bond Issuance Costs Debt Service Reserve $ 1,773,235 $ 1,773,235 $ Capitalized Interest - - Underwriter's Discount 621,510 621,510 Costs of Issuance 1,243,020 1,243,020 $ 3,637,765 $ 3,637,765 $ Other Costs Deposit to Administrative Fund $ 40,000 $ 40,000 $ $ 40,000 $ 40,000 $ - Total $ 44,709,464 $10,751,000 $ 31,540,750 $ 2,417,714 Footnotes: [a]Total Costs per Preliminary Opinion of Probable Construction Costs Whitecap-North Padre Island,PID Direct Public Improvements dated 11/17/2023. [b]Not reimbursable through Assessments. [c]Initial Common to All Improvements are allocated to Improvement Area#1 and the Remainder Area pro rata based on acreage.Improvement Area#1 is 55.9022 acres and the Remainder Area 181.4688 acres.Therefore,Improvement Area#1 is allocated 23.55%(=55.9022/(55.9022+ 181.4688))of the Initial Common to all Improvements,and the Remainder Area is allocated the remaining 76.45%(=181.4688/(55.9022+ 181.4688))of the Initial Common to All Improvements. [d]Initial Common to All Improvement Soft Costs include contingency,and consultant fees. [e]Improvement Area#1 Soft Costs includes$150,000 in District Formation Costs. WHITECAP PUBLIC IMPROVEMENT DISTRCT NO.1 44 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT C-SERVICE PLAN Improvement Area#1 Improvement Area#1 Bonds Principal $ 459,000.00 $ 203,000.00 $ 219,000.00 $ 236,000.00 $ 254,000.00 Interest $ 1,314,235.00 $ 1,468,705.00 $ 1,453,987.50 $ 1,438,110.00 $ 1,421,000.00 (1) $ 1,773,235.00 $ 1,671,705.00 $ 1,672,987.50 $ 1,674,110.00 $ 1,675,000.00 Additional Interest (2) $ - $ 101,290.00 $ 100,275.00 $ 99,180.00 $ 98,000.00 Annual Collection Costs (3) $ 40,000.00 $ 40,800.00 $ 41,616.00 $ 42,448.32 $ 43,297.29 Total Annual Installment (4)=(1)+(2)+(3) $ 1,813,235.00 $ 1,813,795.00 $ 1,814,878.50 $ 1,815,738.32 $ 1,816,297.29 WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 A5 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT D-SOURCES AND USES OF FUNDS Improvement Area#1 Bonds $ - $ 20,717,000 $ - $ 20,717,000 Improve me nt Area#1 Reimburse men t Obligationlal - 3,139,000 - 3,139,000 Developer Contribution"' - 6,939,964 - 6,939,964 Developer Contribution-Initial Common to All Improvements-IA#11`I - 744,786 - 744,786 Developer Contribution-Initial Common to All Improvements-Remainder Areal', - - 2,417,714 2,417,714 Developer Contribution-Private Improvements[b1 10,751,000 - - 10,751,000 Total Sources $ 10,751,000 $ 31,540,750 $ 2,417,714 $ 44,709,464 Uses of Funds Initial Common to All Improvements $ - $ 744,786 $ 2,417,714 $ 3,162,500 Improvement Area#1 Improvements - 27,118,199 - 27,118,199 Private Improvements 10,751,000 - - 10,751,000 $ 10,751,000 $ 27,862,985 $ 2,417,714 $ 41,031,699 Bond Issuance Costs Debt Service Reserve $ - $ 1,773,235 $ - $ 1,773,235 Capitalized Interest - - - - Underwriter's Discount - 621,510 - 621,510 Costs of Issuance - 1,243,020 - 1,243,020 $ - $ 3,637,765 $ - $ 3,637,765 Other Costs Deposit to Administrative Fund $ - $ 40,000 $ - $ 40,000 $ - $ 40,000 $ - $ 40,000 Total Uses $ 10,751,000 $ 31,540,750 $ 2,417,714 $ 44,709,464 Footnotes: [a]Remaining balance of outstanding Improvement Area#1 Assessment not being refinanced by Improvement Area#1 Bonds,totalling$3,139,000,to beforgiven and released. [b]Not reimbursable through Assessments. [c]Initial Common to All Improvements allocable to Improvement Area#1 arefinanced bythe Owner Contribution-Initial Common to All Improvements-IA#1,and are notto be reimbursed from Assessments. [d]Initial Common to All Improvements allocable to the Remainder Area are eligible to be reimbursed from future Assessments. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 46 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT E-MAXIMUM ASSESSMENT AND TAX RATE EQUIVALENT Estimated Total Estimated Assessment Average Annual Installment Lot Type Units[a] BuildoutValue PID TRE per Unit[a] BuildoutValue Total Per Unit Total Per Unit Improvement Area#1 Lot Type 1 21 $ 850,000 $ 17,850,000 $ 1,433,661 $ 68,270 $ 126,438 $ 6,021 $ 0.7083 Lot Type 2 45 1,020,000 45,900,000 3,686,556 81,923 325,127 7,225 0.7083 Lot Type 3 9 1,150,000 10,350,000 831,282 92,365 73,313 8,146 0.7083 Lot Type 4 93 1,380,000 128,340,000 10,307,900 110,838 909,081 9,775 0.7083 Lot Type 5 15 1,500,000 22,500,000 1,807,135 120,476 159,376 10,625 0.7083 Lot Type 6 9 1,800,000 16,200,000 1,301,137 144,571 114,751 12,750 0.7083 Lot Type 7 7 2,400,000 16,800,000 1,349,328 192,761 119,001 17,000 0.7083 Subtotal 199 $ 257,940,000 $ 20,717,000 $ 1,827,087 Footnotes: [a]Per information provided by Developer on 9/23/2024. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 47 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN CEXHIBIT F-1 - IMPROVEMENT AREA#1 ASSESSMENT ROLL -7 Property •[a] Outstanding Assessment Annual Installment due 571270 Improvement Area#1 Initial Parcel $ 6,313,028.07 $ 552,541.56 571269 Improvement Area#1 Initial Parcel $ 14,403,971.93 $ 1,260,693.44 Total[`' $ 20,717,000.00 $ 1,813,235.00 Footnotes: [a]The Assessment and Annual Installment have initially been allocated between all Property IDs within the Improvement Area#1 Initial Parcel pro rata based on acreage as reported by Nueces Central Appraisal District.Future allocation of the Assessment will be done in accordance with Section VI of this Service and Assessment Plan. [b]Annual Installment covers the period September 15,2024 to September 14,2025,and is due January 31,2025. [c] For a version of the Improvement Area#1 Assessment Roll broken out on a per Lot basis by legal description per plats submitted by the Owner,see below.Note,Property ID numbers will be added when assigned by Nueces County. Outstanding Property ID Unit Block 0 r"LotType Assessment '. 25 TBD 1A 1 2 Non-Benefitted $ - $ - TBD 1A 1 3 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1A 1 4 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1A 1 5 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1A 1 6 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1A 1 7 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1A 1 8 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1A 1 9 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1A 1 10 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1A 1 11 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1A 1 12 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1A 1 13 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1A 1 14 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1A 1 15 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1A 1 16 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1A 1 17 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1A 1 18 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1A 1 19 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1A 1 20 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1A 1 21 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1A 1 22 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1A 1 23 Lot Type 7 $ 192,761.11 $ 16,871.23 TBD 1A 1 24 Lot Type 7 $ 192,761.11 $ 16,871.23 TBD 1A 1 25 Lot Type 7 $ 192,761.11 $ 16,871.23 TBD 1A 1 26 Non-Benefitted $ - $ - TBD 1A 1 27 Non-Benefitted $ $ TBD 113 45 1 Non-Benefitted $ $ TBD 113 46 1 Non-Benefitted $ $ TBD 113 5 1 Non-Benefitted $ $ TBD 113 5 2 Non-Benefitted $ $ WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 48 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN PropertyOutstanding Total Annual Installment Due TBD 1E 5 3 Non-Benefitted $ $ TBD 1B 6 1 Non-Benefitted $ $ - TBD 1B 6 2 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 3 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 4 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 5 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 6 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 7 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 8 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 9 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 10 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 11 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 12 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 13 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 14 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 15 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 16 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 17 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 18 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 19 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD[a] 1B 6 20 Non-Benefitted $ - $ - TBD[b] 1B 6 21 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 22 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 23 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 24 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 25 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 26 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 27 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 28 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 29 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 30 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 6 31 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 7 1 Non-Benefitted $ - $ - TBD 1B 7 2 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 7 3 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 7 4 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 7 5 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 7 6 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 7 7 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 7 8 Lot Type 2 $ 81,923.47 $ 7,170.27 WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 49 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN Outstanding Total Annual Installment Due Property ID A Unit Block Lot Lot Typ%L Assessment 1/31/2025 TBD 113 7 9 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 113 7 10 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 7 11 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 7 12 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 113 7 13 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 113 7 14 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 7 15 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1B 8 1 Non-Benefitted $ - $ - TBDI`I 1B 8 2 Lot Type 1 $ 68,269.56 $ 5,975.23 TBD 1B 8 3 Lot Type 1 $ 68,269.56 $ 5,975.23 TBD 113 8 4 Lot Type 1 $ 68,269.56 $ 5,975.23 TBD 113 8 5 Lot Type 1 $ 68,269.56 $ 5,975.23 TBD[d] 1B 8 6 Lot Type 1 $ 68,269.56 $ 5,975.23 TBD 1B 8 7 Lot Type 1 $ 68,269.56 $ 5,975.23 TBD 1B 8 8 Lot Type 1 $ 68,269.56 $ 5,975.23 TBD 113 8 9 Lot Type 1 $ 68,269.56 $ 5,975.23 TBD 113 8 10 Lot Type 1 $ 68,269.56 $ 5,975.23 TBD 1B 8 11 Non-Benefitted $ - $ - TBD 1B 8 12 Non-Benefitted $ - $ - TBD 113 8 13 Lot Type 1 $ 68,269.56 $ 5,975.23 TBD 113 8 14 Lot Type 1 $ 68,269.56 $ 5,975.23 TBD 1B 8 15 Lot Type 1 $ 68,269.56 $ 5,975.23 TBD 1B 8 16 Lot Type 1 $ 68,269.56 $ 5,975.23 TBD 113 8 17 Non-Benefitted $ - $ - TBD 113 8 18 Lot Type 1 $ 68,269.56 $ 5,975.23 TBD 1B 8 19 Lot Type 1 $ 68,269.56 $ 5,975.23 TBD 1B 8 20 Lot Type 1 $ 68,269.56 $ 5,975.23 TBD 113 8 21 Lot Type 1 $ 68,269.56 $ 5,975.23 TBD 113 8 22 Non-Benefitted $ - $ - TBD 1B 9 1 Non-Benefitted $ $ TBD 1B 9 2 Non-Benefitted $ $ - TBD 113 9 3 Lot Type 1 $ 68,269.56 $ 5,975.23 TBD 113 9 4 Lot Type 1 $ 68,269.56 $ 5,975.23 TBD 1B 9 5 Lot Type 1 $ 68,269.56 $ 5,975.23 TBD 1B 9 6 Lot Type 1 $ 68,269.56 $ 5,975.23 TBD 113 9 7 Non-Benefitted $ - $ - TBD 1E 1 1 Non-Benefitted $ $ TBD 1E 2 1 Non-Benefitted $ $ - TBD 1E 2 2 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 2 3 Lot Type 4 $ 110,837.64 $ 9,700.95 WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 50 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN PropertyA r"�Bio�cot K Lot Typ%L Assessment Ic 1/31/2025 TBD 1E 2 4 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 2 5 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 2 6 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 2 7 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 2 8 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 2 9 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 2 10 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 2 11 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 2 12 Non-Benefitted $ - $ - TBD 1E 2 13 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 2 14 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 2 15 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 2 16 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 2 17 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 2 18 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 2 19 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 2 20 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 3 1 Non-Benefitted $ - $ - TBD 1E 3 2 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 3 3 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 3 4 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 3 5 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 3 6 Lot Type 6 $ 144,570.83 $ 12,653.42 TBD 1E 3 7 Lot Type 6 $ 144,570.83 $ 12,653.42 TBD 1E 3 8 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 3 9 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 3 10 Non-Benefitted $ - $ - TBD 1E 3 11 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 3 12 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 3 13 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 3 14 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 3 15 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 3 16 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 3 17 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 3 18 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 3 19 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 3 20 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 3 21 Non-Benefitted $ - $ - TBD 1E 4 1 Non-Benefitted $ $ TBD 1E 5 1 Non-Benefitted $ $ WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 51 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN u Block Lot Typ Outstanding Total Annual Installment Due' Property ID nit I W70t M,,1% Ic A r TYP L Assessment 1/31/2025 TBD 1E 7 16 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1E 7 17 Lot Type 2 $ 81,923.47 $ 7,170.27 TBD 1E 7 18 Non-Benefitted $ - $ - TBD 1E 10 1 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 10 2 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 10 3 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 10 4 Non-Benefitted $ - $ - TBD 1E 11 1 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 11 2 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 11 3 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 11 4 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 11 5 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 11 6 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 11 7 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 11 8 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 11 9 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 11 10 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 11 11 Lot Type 6 $ 144,570.83 $ 12,653.42 TBD 1E 11 12 Lot Type 7 $ 192,761.11 $ 16,871.23 TBD 1E 11 13 Lot Type 7 $ 192,761.11 $ 16,871.23 TBD 1E 11 14 Lot Type 7 $ 192,761.11 $ 16,871.23 TBD 1E 11 15 Lot Type 6 $ 144,570.83 $ 12,653.42 TBD 1E 11 16 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 11 17 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 11 18 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 11 19 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 11 20 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 11 21 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 11 22 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 11 23 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 12 1 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 12 2 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 13 1 Non-Benefitted $ - $ - TBD 1E 14 1 Non-Benefitted $ - $ - TBD 1E 14 2 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 14 3 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1E 15 1 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1D 14 4 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1D 14 5 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1D 14 6 Lot Type 4 $ 110,837.64 $ 9,700.95 WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 52 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN Block Typ Outstanding Total Annual Installment Due' Property ID Unit ff 70t Im A C TBD 1D 14 7 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1D 14 8 Non-Benefitted $ - $ - TBD 1D 14 9 Non-Benefitted $ - $ - TBD 1D 15 2 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1D 15 3 Non-Benefitted $ - $ - TBD 1D 15 4 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1D 15 5 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1D 15 6 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1D 15 7 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1D 15 8 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1D 15 9 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1D 15 10 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1D 15 11 Lot Type 4 $ 110,837.64 $ 9,700.95 TBD 1D 15 12 Lot Type 6 $ 144,570.83 $ 12,653.42 TBD 1D 15 13 Lot Type 6 $ 144,570.83 $ 12,653.42 TBD 1D 15 14 Lot Type 6 $ 144,570.83 $ 12,653.42 TBD 1D 15 15 Lot Type 6 $ 144,570.83 $ 12,653.42 TBD 1D 15 16 Lot Type 6 $ 144,570.83 $ 12,653.42 TBD 1D 15 17 Lot Type 7 $ 192,761.11 $ 16,871.23 TBD 1D 15 18 Lot Type 5 $ 120,475.69 $ 10,544.52 TBD 1D 15 19 Lot Type 5 $ 120,475.69 $ 10,544.52 TBD 1D 15 20 Lot Type 5 $ 120,475.69 $ 10,544.52 TBD 1D 15 21 Lot Type 5 $ 120,475.69 $ 10,544.52 TBD 1D 15 22 Lot Type 5 $ 120,475.69 $ 10,544.52 TBD 1D 15 23 Lot Type 5 $ 120,475.69 $ 10,544.52 TBD 1D 15 24 Lot Type 5 $ 120,475.69 $ 10,544.52 TBD 1D 15 25 Lot Type 5 $ 120,475.69 $ 10,544.52 TBD 1D 15 26 Non-Benefitted $ - $ - TBD 1C 16 1 Non-Benefitted $ - $ - TBD 1C 16 2 Lot Type 5 $ 120,475.69 $ 10,544.52 TBD 1C 16 3 Lot Type 5 $ 120,475.69 $ 10,544.52 TBD 1C 16 4 Lot Type 5 $ 120,475.69 $ 10,544.52 TBD 1C 16 5 Lot Type 5 $ 120,475.69 $ 10,544.52 TBD 1C 16 6 Lot Type 5 $ 120,475.69 $ 10,544.52 TBD 1C 16 7 Lot Type 3 $ 92,364.70 $ 8,084.13 TBD 1C 16 8 Lot Type 3 $ 92,364.70 $ 8,084.13 TBD 1C 16 9 Lot Type 3 $ 92,364.70 $ 8,084.13 TBD 1C 16 10 Lot Type 3 $ 92,364.70 $ 8,084.13 TBD 1C 16 11 Lot Type 5 $ 120,475.69 $ 10,544.52 TBD 1C 16 12 Lot Type 5 $ 120,475.69 $ 10,544.52 TBD 1C 16 13 Lot Type 3 $ 92,364.70 $ 8,084.13 TBD 1C 16 14 Lot Type 3 $ 92,364.70 $ 8,084.13 TBD 1C 16 15 Lot Type 3 $ 92,364.70 $ 8,084.13 TBD 1C 16 16 Lot Type 3 $ 92,364.70 $ 8,084.13 TBD 1C 16 17 Lot Type 3 $ 92,364.70 $ 8,084.13 TBD 1C 16 18 Non-Benefitted $ - $ - Total $ 20,717,000.32 $ 1,813,234.69 WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 53 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN Footnotes: [a] Lot appears as Lot Type 2 in Service and Assessment Plan,but plat has since been revised,and Lot has changed to Non-Benefitted Property.Assessments and Annual Installments adjusted accordingly. [b] Lot appears as Non-Benefitted Property in Service and Assessment Plan,but plat has since been revised,and Lot has changed to Lot Type 2.Assessments and Annual Installments adjusted accordingly. [c] Lot appears as Lot Type 2 in Service and Assessment Plan,but plat has since been revised,and Lot has changed to Lot Type 1. Assessments and Annual Installments adjusted accordingly. [d] Lot appears as Non-Benefitted Property in Service and Assessment Plan,but plat has since been revised,and Lot has changed to Lot Type 1.Assessments and Annual Installments adjusted accordingly. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 54 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT F-2- IMPROVEMENT AREA #1 ANNUAL INSTALLMENTS AdditionalInstallment [a] Due 1/31 Principal Interest Interest Costs installments[b] 2025 $ 459,000 $ 1,314,235 $ - $ 40,000 $ 1,813,235 2026 $ 203,000 $ 1,468,705 $ 101,290 $ 40,800 $ 1,813,795 2027 $ 219,000 $ 1,453,988 $ 100,275 $ 41,616 $ 1,814,879 2028 $ 236,000 $ 1,438,110 $ 99,180 $ 42,448 $ 1,815,738 2029 $ 254,000 $ 1,421,000 $ 98,000 $ 43,297 $ 1,816,297 2030 $ 274,000 $ 1,402,585 $ 96,730 $ 44,163 $ 1,817,478 2031 $ 296,000 $ 1,382,720 $ 95,360 $ 45,046 $ 1,819,126 2032 $ 319,000 $ 1,361,260 $ 93,880 $ 45,947 $ 1,820,087 2033 $ 343,000 $ 1,338,133 $ 92,285 $ 46,866 $ 1,820,284 2034 $ 370,000 $ 1,313,265 $ 90,570 $ 47,804 $ 1,821,639 2035 $ 399,000 $ 1,286,440 $ 88,720 $ 48,760 $ 1,822,920 2036 $ 430,000 $ 1,257,513 $ 86,725 $ 49,735 $ 1,823,972 2037 $ 463,000 $ 1,226,338 $ 84,575 $ 50,730 $ 1,824,642 2038 $ 499,000 $ 1,192,770 $ 82,260 $ 51,744 $ 1,825,774 2039 $ 538,000 $ 1,156,593 $ 79,765 $ 52,779 $ 1,827,137 2040 $ 579,000 $ 1,117,588 $ 77,075 $ 53,835 $ 1,827,497 2041 $ 624,000 $ 1,075,610 $ 74,180 $ 54,911 $ 1,828,701 2042 $ 672,000 $ 1,030,370 $ 71,060 $ 56,010 $ 1,829,440 2043 $ 724,000 $ 981,650 $ 67,700 $ 57,130 $ 1,830,480 2044 $ 781,000 $ 929,160 $ 64,080 $ 58,272 $ 1,832,512 2045 $ 841,000 $ 872,538 $ 60,175 $ 59,438 $ 1,833,150 2046 $ 906,000 $ 811,565 $ 55,970 $ 60,627 $ 1,834,162 2047 $ 976,000 $ 745,880 $ 51,440 $ 61,839 $ 1,835,159 2048 $ 1,052,000 $ 675,120 $ 46,560 $ 63,076 $ 1,836,756 2049 $ 1,133,000 $ 598,850 $ 41,300 $ 64,337 $ 1,837,487 2050 $ 1,221,000 $ 516,708 $ 35,635 $ 65,624 $ 1,838,967 2051 $ 1,316,000 $ 428,185 $ 29,530 $ 66,937 $ 1,840,652 2052 $ 1,417,000 $ 332,775 $ 22,950 $ 68,275 $ 1,841,000 2053 $ 1,527,000 $ 230,043 $ 15,865 $ 69,641 $ 1,842,548 2054 $ 1,646,000 $ 119,335 $ 8,230 $ 71,034 $ 1,844,599 Total $ 20,717,000 $ 30,479,028 $ 2,011,365 $ 1,622,723 $ 54,830,116 Footnotes: [a] Interest is calculated at a 7.25%rate for illustrative purposes. [b]The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Annual Collection Costs, reserve fund requirements, interest earnings,or other available offsets could increase or decrease the amounts shown. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 55 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT G-1 - MAPS OF INITIAL COMMON TO ALL IMPROVEMENTS HI -LE I IA II r { r` _ LJA ENGINEERING- TExA;MGWZERR4G77RM F-1 Y I r I II I C q-C-T-70,-,- I ; �w�5 qurk 3E'.4I11 B55A t77 IL I fl. _ I h I / ff/ 514 3 a I r DIAMOND BEACH HOLDINGS p .' WHITECAP NORTH PADRE ISLAN' .. INITIAL IMPROVEMENT'_: COMMON TO ALL AREA' - EXHIBIT H WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 56 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT G-2- MAPS OF IMPROVEMENT AREA #1 IMPROVEMENTS HI 1E w F / 7 f ° f _ AuooCADSHX7ext ww f� I { DIAMOND REACH Q 1 11 HOLDINGSa L JA ENGINEERING f + H I T E C A P f 7EXAS ENGNEBUNGFIRM -3E6 F rNORTH PADRE ISLAND W 4 syaa Aw..au..ka,a.QS IMPROVEMENT AREA 11 SITE.STREET,A STORM ._�,°,.3s,�•xso PIE)DIRECT PUBLIC IFAPROVEMENTS —. . .. EXHIBIT D WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 57 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN HI 1E I IF M.PA 0 lf'E IM,I'I E`hl_T c x VREA # 1 -- I w Sim - 5 YY fi r ff f 1 t {3 r lk DIMS BEACH 4 HOLDINGSds LJA ENGINEERING NORTH WHPADRE C A P ISLAND x TEXAS ENS SNEER!"FIRM F-:356 �� I w JK��Suomi Hl-L t4TM J IMPROVEMENT AREA 41 WATER •.` ' °„ "" PID DIRECT FURUC IMPROVEMENTS ez Jrtarc% �'2�. EXHIBIT E WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 58 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN -HI®•LE . � y f S I•IJ . r - , 9 g• C. T Y FYI '411 e� I .SiIE t,7 1.� j -f- rt 9I DiAlAOND 9EACH Q HOLDINGS a LJA ENGINEERING NORTH W HPI T R C A F ISLAND s -ESP.S E INMING FFN F-1385 �� lye a 9"...s..K a&..x, J RAPROVEIMENT AREA-f1 WASTEWATER PIT]DIRECT PUBLIC IMPROVEMENT'S r -�� EXHIBIT F WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 59 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN L iH• ::L*c,v Is aF1F+Eu LLreL4ti4.wiklk WYFCti'E"'.-L,w-F IPf_cum.•.E'.u+RL....0 �3.2= +wL+5V L+oT DE Y5lj m8 w^!S'iWLTIUY Nwh,:.R VQM1 auuRtiSEG, EYeMM'S©IX 5� Rctw Er`IH 1 N Ts fit F,wr U1 i ' cl i:v::=+.T I I q, '2 u TYPICAL RESIDENTIAL LOCAL STREET&UTILITIES EMTHN]RIS GYIHM:C!N ItN'==ART 91 •'aS1E1131E1!TINE - 5F N 4iF}Il"E iEA•LIVE - k=p.-Rmxr F� ,s•[ S+r 1 aF[Waxr a "4 TYPICAL OR-2 LOCAL STREET&UTILITIES FXnHP4^uk ]:'R�^iw YSYN E P, T,.� -5'NhC.-EIE � l TYPICAL BOULEVARD&UTILITIES "" r rwtt FI E T'�T.� Ewam •iN � 22, t( i 0 a {Y[i4T1 F1 5 [. 19F5 orgE 31µ _ Z x'�e RF1Q ko,er m TYPICAL ALLEYWAY WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 60 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT H — FORM OF NOTICE OF ASSESSMENT TERMINATION P3 Works, LLFe 91K S C 9284 Huntington Square, Suite 100 North Richland Hills, TX 76182 [Date] Nueces County Clerk's Office Honorable [County Clerk] 901 Leopard St#201 Corpus Christi, TX 78401 Re: City of Corpus Christi Lien Release documents for filing Dear Ms./Mr. [County Clerk] Enclosed is a lien release that the City of Corpus Christi is requesting to be filed in your office. Lien release for [insert legal description]. Recording Numbers: [Plat]. Please forward copies of the filed documents to my attention: City of Corpus Christi Attn: City Secretary 1201 Leopard St Corpus Christi, TX 78401 Please contact me if you have any questions or need additional information. Sincerely, [Signature] P3Works, LLC (817) 393-0353 Admin@P3-Works.com www.P3-Works.com WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 61 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN AFTER RECORDING RETURN TO: [City Secretary Name] 1201 Leopard St Corpus Christi,TX 78401 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. FULL RELEASE OF PUBLIC IMPROVEMENT DISTRICT LIEN STATE OF TEXAS § § KNOWN ALL MEN BY THESE PRESENTS: COUNTY OF NUECES § THIS FULL RELEASE OF PUBLIC IMPROVEMENT DISTRICT LIEN (this "Full Release") is executed and delivered as of the Effective Date by the City of Corpus Christi, Texas, a Texas home rule municipality (the"City"). RECITALS WHEREAS, the governing body (hereinafter referred to as the "City Council") of the City is authorized by Chapter 372, Texas Local Government Code, as amended(hereinafter referred to as the "Act"), to create public improvement districts within the corporate limits of the City; and WHEREAS, on May 17, 2022, the City Council of the City approved Resolution No. 032761 creating the Whitecap Public Improvement District No. 1 (the"District"); and WHEREAS, the District consists of approximately 242.011 contiguous acres within the corporate limits of the City; and WHEREAS, on the City Council, approved Ordinance No. (hereinafter referred to as the "Assessment Ordinance") approving a service and assessment plan and assessment roll for the real property located with the District,the Assessment Ordinance being recorded on as Instrument No. in the official public records of Nueces County, Texas; and WHEREAS, the Assessment Ordinance imposed an assessment in the amount of [amount] (hereinafter referred to as the "Lien Amount") and further imposed a lien to secure the payment of the Lien Amount(the"Lien") against the following property located within the District, to wit: WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 62 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN [legal description], an addition to the City of[City], [County], Texas, according to the map or plat thereof recorded as Instrument No. in the Map Records of Nueces County, Texas (the "Property"); and WHEREAS, the Lien Amount has been paid in full. RELEASE NOW THEREFORE, for and in consideration of the full payment of the Lien Amount, the City hereby releases and discharges, and by these presents does hereby release and discharge, the Lien to the extent that is affects and encumbers the Property. EXECUTED to be EFFECTIVE this the day of , 20 . CITY OF CORPUS CHRISTI,TEXAS, A Texas home rule municipality, By: [Manager Name], City Manager ATTEST: [Secretary Name], City Secretary STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on the day of , 20 ,by the City Manager for the City of Corpus Christi, Texas, a Texas home rule municipality, on behalf of said municipality. Notary Public, State of Texas WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 63 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT I — DEBT SERVICE SCHEDULE FOR IMPROVEMENT AREA #1 BONDS [to be inserted at pricing] WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 64 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT J-1 - DISTRICT LEGAL DESCRIPTION EXHIBIT"A" Property Boundaries and Map Metes and Bounds Description of the Property (approximately 242.011 acres) 242.0111 acres being all of a 38.692 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 reap 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 Mich is recorded in Vol.41,Pg.128,Map Records,Nueces County,Texas;a portion of P.I.C.C.I.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 recorded 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 Blacks 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. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 65 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT J-2 -IMPROVEMENT AREA#1 LEGAL DESCRIPTION Ir,l Q91 asp WEBS r-19613 ZAA SURVEYING TBpKf�141191w v w,4 11ASurwey umi 12 7,Corpus 0-601 Texa,, iEA T 1 November 21,2023 SOO I-G966-21143.01 Field Notes Description for a 51.03-Acre Tract fmprovement Area#1,Tract 1 STATE OF TEXAS § COUNTY OF NUECES § Field notes-to describe a 51.03-acre tract Improvement Area being out a portion of Tracts 27C and 27D of the Padre Island—Corpus Christi island Fair&,ay Estates,hereafter referred to as P.I.C.C-I.F.E..Lots 27C and 27D,a rnap recorded in Volume 67, Pages 779-785,Map Records, Nueces County,Texas.a portion of P_1_C_C_I.F_E_, Blocks 24-33, a map recorded in Volume 40, pages 154-159, Map Records, Nueces County,Texas,a portion of out of P.I.C.C.1_F-E., Blocks 43 &44: a map recorded in Volume 42. Pages 10-11,Map Records.Nueces County.Texas.and Portions of P.!_C_C.I.F.E..Blocks 34,35. and 36, a map recorded in Volume 40. Pages 183-184. Map Records. Nueces County. Texas, said Blocks 26,35, 36.43.44, and a portion of Black 34. now vacated as per plat recorded in Volume 67, Page 688_Map Records,Nueces County,Texas,said 51.03-acre tract being out of a portion of a 28.63- acre tract (Tract 1). a 72.31-acre tract (Tract 2), a 74.39-acre tract(Tract 3). and a 34-68-acre tract (Tract 4), as referenced in a correction warranty deed. Document Number 2018045542, Official Records, Nueces County,Texas,save and except 3.766 acres of a 80-foot wide street,also known as Aquarius Street Re-Alignment', and recorded in Document plumber 20 1 1 03922E_ Official Records, Nueces County, Texas, and said 51.03 acres more particularly described by metes and bounds as follows-, BEGINNING at a 518'iron rod fOLInd on said Lot 27C of the Padre Island-Corpus Christi Island Fairlva-y Estates_and being on the south right of way of said Aquarius Street.and said iron rod being on a curve to the right,having a radius of 333.00', a length of curve of 106.74%a delta all of 18'31'58 and a chord bearing and distance of S 78`00'59'W, 106.28'for a corner of said 30.68-acre tract(Tract 4) for the POINT-OF-BEGINNING and northeast comer of this 51.03-acre tract, THENCE S 02°16'21"E_a distance of 47.77'to a 518'iron rod found, for an angle comer of this 51.03- acre tract: THENCE S 44°49'36'E,a distance of 217.18'to a point,for an angle corner of this 51.03-acre tract-, THENCE 5 45'10'24"W,a distance of 141.72'to a pointr for an angle corner of this 51-03-acre tract: THENCE S 00'00'f}a'W.a distance of 685.33'to a point and a corner of this 51.03-acre tract.and said point being at the beginning of a curve to the left,having a radius cif 393-00',a length of carve of 500.19'_ a delta angle of72'552Z,and a chard bearing and distance of 5 57'10'11-E.4.67-10" THENCE along said curve to the left,a curve length of 500.19'to a point of tangency,of said carve.for a corner of this 51.03-acre tract; THENCE S W53'05"E,a distance 809.16'to a paint,for an angle comer of this 51.63-acre tract, WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 66 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN ,1.03-Acre TracT November 21,2023 Page 2 of 3 THENCE S 89"06'59" W, -a distance of 62.78'to a point, for an angle corner at this 5 1-03-acre tract THENCE N 80'07'55'W, ;3 distance of 169.1 Yto a point,for an angle comer of this 51-03-acre tract, THENCE S 47034'11" W,a distance of 80.44'to a paint,for an angle corner of this 51-03-a cFe tract. T H E N C E N 39`02'1 5'W, a distance of 13 0.41'to a point,for an angle comer of this 51-0 3-a cre tract: THENCE N 87'29'42'W, a distance of 12 0.19 r to a point, for an angle corner of this 5 L 03-a cre tract.: THENCE S 51 02759"VV, a distance of 13 5.1Y to a point,for an angle corner of this 51-03-a cre tract: THENCE S 3003 1'04" W, a distance of 270.15' to a point_for an angle corner of this 51-03-3 cre tract: T Fi E N CE S 24'0 24 1" W, a distance of 249.57' to a point,for an angle corner of this 51.0 3-acre tract THENCE S 36'57'46_W, a distance of 160.17' to a point on the north right of way of Crown Royal, for an angle corner of this 5'1-03-acre tract: THENCE N 52"53"11" W. along the north right of way of Crown Royal, a distance of 229.48' to a point on the north right of v.,ay of Crown Royal, for a corner of this 51-0 3-acre tract and said paint being at the beginning of a curve to,the Left, having a radius of 1-718-10', a length of curve of 301.27:, a delta angle of 10'024 B', and a chord bearing and distance of N 30'3233" E.- 300-88 1-1 THENCE along said curve to the left, a curve length of 301.27'to a point of tangenc,-v of said curve, for a corner of this 51.03-acre tract, and said point being at the beginning of a curve to the left, haying a radius of 1-056-90', a length of curve of 387-52', a delta angle of 21'0029", and a chord bearing and distance of N 14'46'46' E. 385-35', THENCE along said curve to the left, a curve length of 3 87.52' to a point of tangency of said curve, for a corner of this 51-03-acre tract THENCE N 86'00-4 1"W. a distance of 119.90' to a point at the east right of way of Dasmarinas Dnve, for a corner of this 5 1.03-acre tract, and said point being at the beginning of a curve to the left, having a radius of 940.79", a length of curve of 46 1-85', a delta angle of 28'07'40', and a Chord bearing and distance of N 10'33'0 2' W.-4 57.2 31 THENCE along said curve to the left, a curve length of 461.8 5' to a point of tangency of said curve_ for a corner of this 5 1-03-acre tract and said point being at the beginning of a curve to the left, having a radius of 617-98', a length of curve of 425.59', a delta angle. of 39'27'31', and a chord bearing and distance of N 44'45'25' W,417.2K- THENCE along said curve to the left, a curve length of 425.59' to a point of tangency of said curve, for a corner of this 5 1-03-acre tract-, THENCE N 64 a29'W W, a distance of 515.37' to a point, for a corner of this 51_03-a cre tract and said point being at the beginning of curve to the right_ having a radius of 15.00'_ a length of curve of 23.55 a defta angle of 89'57'56-, and a chord bearing and distance of N 19'31'0 1" W, 2'1.21', THENCE along said curve to the right, a curve length of 23.55'to a point of Langen cy of said curve,for a corner of this s 5 1.0 3-acre tract: WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 67 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 51.03-Acre Tract Navemlber 21,2023 Page 3 of 3 THENCE N 25527 57"E. a distance of 2138.75' to a point, for a corner of this 51.03-acre tract and said paint being at the beginning of curve to the right,having a radius of 330.40',a length of curve of 249,34', a delta angle of 43°17'02", and a chard bearing and distance of N 47°06'27" E,243,41'; THENCE along said curve to the right, a curve length of 249.30' to a point of tangency of said curve, for a corner of this 51.03-acre tract; THENCE N 68044'50" E, a distance of 1,071.44' to a point„for a corner of this 51.03-acre tract and said point being at the beginning of curare to the right, having a radius of 330.00', a length of curve of 106.74'. .a delta angle of 10031'58",and a chord fearing and distance of N 78°00'59"E, 146.28'; THENCE along said curve to the right,a curve length of 106.74'to the point of tangency and the POINT-OF-BEGINNING,and containing 51,03 acres, more or less. The bearings for this field notes description are based on GPS, NAD83,State Plane Coordinate System, Texas South Zone 4205. I, Albert E. Franco, Jr., Registered Professional Land Surveyor of Texas, do hereby certify that this description represents the actual perimeter of this 51.03-acre tract,this the 2V1 day of November 2023. d;Cr , { jL Registered Professional L Surveyor Texas Registration No. 4471 WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 68 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT J-3 -THE PRESERVE LEGAL DESCRIPTION 3G1�r�,.�s5o [TIPH_4 F-19M3 TBPEIS 1019471K hY5Y4 LIp,SuIV@y.�uiii ;; ^I Su W 4.= 'f:rpuv CNrlstl.laas 70I'I Novmber 21.2023 SOO I-C985-21143.101 Field Notes Description for a 4.64-Acre Tract Improvement Area 41„Tract 2 STATE OF TEXAS § COUNTY OF NUECES § Field notes,to describe a 4_64-acre tract being out a portion of Tracts 27D of the Padre Island—Corpus Christi Island Fairway Estates, hereafter referred to as fa_I.C_C.I.F_E., Lots 27C and 27D, a map recorded in Volume 67, Pages 779-785, Map Records, Nueces County, Texas, said 4.M-acre tract being out of a portion of a 74.39-acre tract {Tract 3), as referenced in a correction warranty reed. Document Number 201a(145542, Official Records, Nuecas Countv,Texas. and sari 4.64 acres more particularly described by metes and bounds as follows: BEGINN114G at a Sfa"iron rod Found at the southeast corner of Lot 24, Block 30 of the P"adre Island- Corpus Christi Island Fairway Estates, recorded in Volume 40. Pages 181-182, Map Records,Nueces County,. Texas,for the POINT-OF-BEGINNING and interior corner of this 4.64-acre tract: THENCE N 30'EO'45'E. a distance of 235.05'to a point,for an angle corner of this 4,64-acre tract: THENCE N 23`4825'W,a distance of 259.46'to a point_for an angle corner of this 4.64-acre tract, THENCE N 39`34'30'E,a distance of 224.73'to a point,for an angle corner of this 4.64-acre tract; THENCE S 57"43'56'E,a distance of 190.42'to a point and a comer of this 4.64-acre tract, and said paint being at the beginning of a curve to the right, hawing a radius of 170 00', a length of curve of 157.54',a delta angle of 53'CEA3'. and a chord bearing and distance of S 33'35'14" E, 151.96'; THENCE along said curve to the right,a curve length of 157.54'to a point of tangency orf said curve, for a corner of this 4.64-acre tract, THENCE S 47'02'23"E,a distance'182.93'to a point, for an angle comer of this 4.64-acre tract: THENCE S 11'4 a'41"W,a distance of 257.61'to a point,for a darner of this 4.64-acre tract and said paint being at the beginning of a curve to the right. having a radius of 250.00',a length of curve of 352.25',a delta angle of 77'37'36 and a chord bearing and distance of S 50'36'29'W,325 93 THENCE along said curve to the right.a curve length of 352,26'to a paint of tangency of said curve, far a comer of this 4.64-acre tract; THENCE N 00`34'43"W, a distance of 105.00'to a point.for a comer of this 4.54-acre tract and said point being at the beginning of a curve to the right. having a radius of 155.00', a length of curve of 84.98',a delta angle of 31'24'50",and a chord bearing and distance of N 74`52'18-W. 83.92';. Mr 'w WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 69 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 4.64-Acrc`bract November 21, 2023 Page 2 of 2 THENCE along said curve to the right,a curve length of 84.98'to a point of tangency of Bald curva, for a carnar of this 4-64-acre tract; THENCE N 59"09'53"W,a distance of 112.06'to a point, for an exterior corner of this 4.64-acre tract: THENCE;. S 83D07'14"W,a distance of 9.19'to a point,for a corner of this 4.54-acre tract and said point being at the beginning of a curve to the left, having a radius of 104.62', a length of curve of 52.20',a defta angle of 34106'20",and a chord gearing and dimn" of N 31°30'06" E. 61,36'; THENCE along;said curve to the left, a curve length of 62.28'to a paint of tangency of said curve,for a corner of this 4.54-acre tract; THENCE 5 76'03'33"E, a dlstanc:o of 112.87'to a paint,fQr an angle corner and the POINT-OF-BEGINNING,and containing 4.64 acres, more or less. The bearings for this field notes description,are based on GPS,NAD63,State Plane Coordinate System, Texas South Zane 4205. I, Albert E. FranLW, Jr., Registered Professional Land Surveyor of Texas, do hereby certify that this description represents the actual perimeter of this 4.64-acre tract,this the 21*1 day of November 2023, . A Registered Professional Lanolt7urveyor Texas Registration No. 4471 WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 70 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN APPENDIX A— ENGINEER'S REPORT [Remainder of page left intentionally blank.] WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 71 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN *AA WHITECAP North Padre Island ENGINEERING REPORT FOR PID COST ANALYSIS LJA PROJECT NO. C986-21143 SUBMITTED TO: ASHLAR DEVELOPMENT CO. I: PREPARED BY: ,LAIAJ EY+C. ym 141983 C�C��a•' 1. LJA ENGINEERING T8PE Fimi Reg. No. F-1386 5350 SOUTH STAPLES STREET.SUITE 425 CORPUS CHRISTI,TEXAS 78411 PHONE: 361.991.8550 www.LJA.com DECEMBER 2023 WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 72 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 114 S350 South Staples Street.Suite 425,Corpus CJ,63t•.Texas 78411 LJA ENGINEERING Y 361-991.8550 LiArom TOPELS r-1386 TBPLS 10110501 TABLE OF CONTENTS 1.0 Introduction and Development Description 2.0 Development Engineer's ©pinion of Probable Costs 3.0 Development Schedule 4.0 'Exhibits: Exhibit A: Vicinity 11-Jap Exhibit B: Engineer's Opinion of Probable Costs Exhibit C: PID Direct Public Improvements Phasing Plan Exhibit D: Improvement Area#I Site, Street, & Storm PID Direct Public Improvements Plan Exhibit E: Improvement Area#I Water PID Direct Public Improvements Plan Exhibit F Improvement Area#1 Wastewater PID Direct Public Improvements Plan Exhibit G: Typical Street and Utilities Sections Exhibit H: Initial Improvements Common to All Areas Exhibit I: Remaining Improvement Area ;.HTECAP PI1D ENGEERING REPORT Page I of WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 73 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN page 2of2 1.0 Introduction and Development Description: The Whitecap development is a four phase,242-acre Master Planned Development consisting of waterfront single-family residential, two-family residential, multi-family residential, retail and commercial development,including public parks,marina,and nature preserve,interspersed with navigable canals and ponds. The development is located in Corpus Christi,TX on North Padre Island in the vicinity of Commodores Drive and Compass Drive as depicted on Exhibit A. This Engineer's Report was prepared at the request of the developer,Ashlar Development Co., and the City of Corpus Christi for use in the development of the property within the Whitecap Public Improvement District(PID)for future issuance of bonds by the City. Bonds are anticipated to be used to finance public infrastructure projects essential to the Whitecap development within the PI D. 2.0 Development Opinion of Probable Costs: A detailed Opinion of Probable Costs(OPC)has been prepared for each of the four Phases as well as the Mixed-Use and Preserve areas of the development for all civil related on-site infrastructure and is included as Exhibit B to this report. The majority of the item quantities,where appropriate, have been increased by 10%as a contingency to the uncertainties inherent to the estimating process that may affect the total construction costs. The layouts,itemizations,and costs shown are preliminary and are to be used for planning purposes only, noting that the specific street, canal,land,and infrastructure features shown are subject to change throughout the design and review processes. 3.0 Development Schedule: A Planned Unit Development (P'UD) zoning change has been approved by the City of Corpus Christi and the City has created the Whitecap Public Improvement District (PID). The City is currently reviewing the Preliminary Plat. Subsequent Final Plats will be submitted to the City for each Phase along with Public improvement Construction Plans when completed. r�itl� WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 74 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN ..Xl -LE 1 FEV w _LE 1 rLE CORPUS C H R I S T B A Y DIAMOND REACIi HOLDINGS c0RPU5 WHITECAP c+ ars *1 NORTH PADRE ISIANI• VICINITY MAP EXHIBIT A �Q U P P E R o f. AGflNA UADRE k F.I i A r W^L4RaN . PROJECT N 0=F LOCATION a� h . ., y f � C b kr N O - PA R r 5 7 k {) s � � G A14 ~ Di a c t } Y A R A. y LJA ENGINEERING 4 TEXAS ENGNEFFbW-FA F-13ft �r WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 75 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN Preliminary Opinion of Probable Construction Costs WHITECAP - North Padre Island PID DIRECT PUBLIC IMPROVEMENTS PRESERVE(COMMON TO ALL) Improve merit Area 71 ITEM DESCRIPTION at smve llwrds"pe.trr Pis,furnishings? SU&TOTAL PAILS B-PRESSWIE $ _ 2,100,000 107E CONnNGENCY $ 210.000 PUBLIC DEVEU)PMENT 00 TS Improvement Area$1 xl DESIGN ENGINEER CONSULTANT FEES Tour+ S 150.030 X2 PRCJECT MAN QEMENT CONSULTANT FEES Total $ 175,000 X3 ECOLOGICAL RESTORATION CONSULTANT FEES Tot.! S 125,000 :24 WATER MANAGEWNT AND tRRK3ATION CONSULTANT FEES Tot.. S 150,000 0ti 5 LPG KtING CONSULTANT FEES Tot, S 100.000 :b ENVIRONMENTAL GRAPH CS CONSUL' .T FEES S 75.000 107.CONTINGENCY $ 77,500 WHITECAP PID-PUBLIC DEVELOPMENT COSTS SUMMARY lmprwmmmr&Arm2i PRESERVE(COMAIOH TO ALL) 2,100,000 10%(DN7INGENCY 210,WD PUBLIC DEW LOPTMENT COSTS 952.9-/r, WHITECAP PID-CIVIL DEVEIAPMEW SUMMARY 3 Ammommmfosoo CIVIL SITE IMPROVEMENTS PART A.GENERAL ITEM DESCRIPTION I mpromrwd Arm i1 AM07NYT AL Storm Waster Pollution Prevenuon Ken S 40000,bw A2 O2oneACUoriDays S LOD A3 ConStruet v,-Envenoe S 12 000.00 A4 Silt Fence S 73500-00 A5 IWet Protemor 13,000.00 Sl I B-TOTAL PART A-GENERAL i 128501 PART B-STREET IMPRDMUNM ITEM OESCRFPTIONt ImprovememArea!1 AWOLINT 81 I]eneral,Mobilization 6 D"oblii�mbon 13rx of Tat.11 359.431.510 62 Pm nent t5 Rerforrnance Bands(2'1 of Total) 239 i62L00 83 Street Excavation S 525 300.00 84 8'Cement Stabi ized Su bgf.do 2'B.O.C- S WSk 50.00 85 G'Reinforced Concrete Paveinent 4.400 "I S 2.240 000,00 86 LOW Profi4 Curb&0uper $ 579 700.00 87 4'Concrete Sidewalk Inci.5k5'Turnarounds S 379,050.00 88 Sidewalk Ramp(60SFlEA) $ 19,000.00 B9 Canal;SueetCrossin lCuken) S _800,ODO.00 B1O Cmnuv'StreetCrossin 'Bede S 3.800.000.00 B11 Ccnuete Cap on Existing Buikliead S 1,642.500,00 B12 Concrete Sidewalk Behind BuIMead 14-ft'rrdY; $ 394.200.00 B13 Concrete Sidewalk Behind Bulkhead 1 i0ft w de, S - B14 Pole Foundmuon,Met.;Pole,and Streit Sign$.des I S 375W-00 815 Raised Re6edtwe Pmwine-t t M.Ourio(TYn-8-I1 RI:aA S 2,550,00 WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 76 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 816 Traffic Si 1lnterst-mon Im rnerRS $ 817 FwI ,Pavement Repair S 32 000.00 818 Ckwr and Grub $ 55 500.00 819 Nkci knolls Dernofivon IStreetTie-Ins S 9oODO.DD 820 Site FmWi Grading 555,000.OD 821 Crossvraik+On-sveet Parking Paving S 96L218.00 B22 Specialty Sidewalk Paving S 533,250DO B^3 Orainage $ 641,il5DO B24 Rockscape $ 220,545-00 625 Pedestrian uglrpng $ 805,200.00 826 Fumiswngs 5 16L6DO.O0 827 Si e s 21-000.00 8,18 Sireetseape Contingency lO $ 334,392.80 S1iB-TOTALPARTC-STREETIMPROVEMENTS $ 16.9W,923 PART C-DRAINAGE IMPROVEMENTS ITEM DESCRIPT10N IrnE2mmamkme91 W31 INT Cl Genera•,Mobihzation,e.^ve-Mobikv4on(3X of fatal) 5 47,186.GW C2 Payment d.Perfonnanoe Bonds 12%of Total] S 31524.00 C3 IT Gass III RCP $ C00 00 C4 Pipe TreWC Safety Z-']"00 C5 well Pointing $ - C6 Curb inlet C7 4'Diameter Type'A Manhole - C8 Manhole Trend,Safety t C9 &oswaie Grad, 30 .00 CIO Rock Sborelme Type A $ 237,300.O0 C11 Rock,Sliorelme 7ipe B S 434.700,00 C12 Roc+,Snorekne T C S 829.500.00 C13 Rock.Shoreline T D S C14 Weir Inlet s 5,500,00 C15 RCP Outfall Tl,ru 841khead $ 10,000.00 SI I&TOTAL PART D-DPAM04E IMPROVEMENTS S 16"S 5'A10 PART D-WATER rMM DE'SCRIPTIC N Any 51 AMOUNT 01 rsenerai.MpbdcaUon.7 De Mob l,r tion 13: of Totals s 49.79». D2 Pbkyvnent&Nrtmnvnce Bonds Q-;r.of Toter) s 33.196." D3 8'C900 PVC Waterline S 390ODO.00 D4 6'C900 PVC Waterline s 462,OOO,00 D5 Pipe Trtrvds Safety s 59000.DO D6 Weil Pointing s 177,ODO.00 D7 B'X6'Coss s D8 8'x8'x8`Tee s 9,00000 D9 8'x8''xS'Tee s 7.20000 D10 6'xG'k6'Tee s 4,000.D0 DSS 8'x6'Reducer s 3,400.00 012 8'Gate Vane&8aa s 52,7DO.00 013 6'Gate Vatire 3 BOA s 47„500.00 014 8'90`Bend 5 1,700"00 015 6'90'Send s 016 Fire Hydrant AsserrkbIy(Imi.Tee,GVd8 C.Lewd) s 153.000,00 D17 Sinee Water Semite Intl,Meter Boat s 25 00.00 Dig Double Water Service ilncl.Meter Boa I s Z37 600.00 D19 Connect to Evm 6'Waterline 1W.Fall noI s 2,500.00 D20 Corneam E22jnK WWaterline )W-Fmd 1 s 2,500.00 021 Connect to Ln'Waterline kwl-Fmi I s 8.50000 D22 Cmmect to E 16'Waterline(Intl.Fittings) s 17.000.00 SO&TOTAL PART E-WATER I MINNNEMENT5 Is L742,790 WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 77 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN PART E-WASTEWATER IMPROVEMENTS ImprwMnwKArea 81 ITEM9ESCRIPTIOM AAAOUNT El Genera;,klobllrzatren.S De-%Iolvii:ation L3, of-Town 5 91.335.00 E2 Pawrnent&Performance Bands I'i.of Total} E 60.890.00 E3 W SDR 26 PVC 735,000.00 E4 W C900IOR-18)PVC Force Main s 110.000.00 E5 6'C900IOR-18f PVC Force Mom $ E6 Pipe Treneh Safely $ 60.000.00 E7 We11 Pointing b 180,ODO.00 ES Dir.Onlled 4'Fusible C900 IDR-18O PVC Force Main E 12.000.00 E9 4'DLarmeter Manlrolc $ 513,000.00 E10 Manhole Extra DepV,I>G) s 67.500.00 Ell Manhole Trend,Safety s 81.000.00 E12 Wastewater Service C-ow*cvon > 454.000.00 Eli Cannecato Evstm Wsstewkr&r lvbnhole s 7,ODO.00 E14 Local Area Leh Station 825,000.00 SUB-TOTAL PART It-WASTEWATER IMPROVEMENTS S 319G 725 I ArrM f1 A GENERAL Total _ 128,501 8 STREET t-mvernents Toftl 16.958.923 C DRAINAGE Irn ov+nentS Total 1,655.010 D WATER inv overrnentsTotal 5 1,742.790 E WASTEWATER lkn OVe,.,e,*. .. 3 1S:"5 WHITECAP PID.TOTAL CIVIL SITE OMPROV'EMENTS $ 23,68 949 TOTAL CIVIL DEVELOPMENT COSTS DCS CIVIL CONSTRUCTION BASE BID To*-' $ 23.681,949 OC2 DRONE SURVEY&PLANNING Tot.. $ 20,000 OC3 PUBLIC IMPROVEMIENTSCIVIL ENGINEERING BASIC SEW CES To'nl $ 1,410.000 lndudeS Pre!iinuwry,Design,&dd,n&&C4nStrwM01,Pl,uSe&a-m,OeS Tccats Shvwn are i,of Pubic tmprovemencs Consznucvon Casts. DC4 PUBLIC IMPROVEMENTS CML ENGINEERING ADOMONAL SERVICES Tote 810,000 locludes h;aster,Preliminary,&Frn81 Platting Sl^—e%irkf,,Stud*s,and Reports ToWs S o n ere 4%of Pubrrc lrtiprps emenrs OonV: coon Cows DC5 PRELIM NARY eAlROM MENTAL EVALUATIOM WITH AGENCfES Toth' E 10.000 }Oir,t Evwhiator�I.'eetar•wiU,Ir.S YC.E DC6 PUBLIC IMPROVEMENTS GEOTECH 6 MATERIALS TESTING Tote c 50,000 rst,mates Base:on Hrstorica;Geotechmcai&Tesnn Costs DC7 DESIGN AND CONSULTING FEES 852.500 DC8 PUBLIC IMPROVEMENTS DEVELOPER CONSTRUCT*N MANAGEMENT s lOO.QOO DC9 PUBLIC IMPROVEMENTS DEVELOPER LEGAL SERVICES PID Creation Lela:Senioes 15,000.00 ?c•:.d Issuanc_L a1 Sen,ees 18,75000 WHITECAP PID-TOTAL CAVIL DEVELOPMENT COSTS 26 96$M SUMMARY I mpmvonwft Arm n CIVILCONSTRUCTION&ENGNEERNG IhemsXltimou aDC7' t _6,834,449 DEVELOPER CONSTRUCTION MANAGEMENT itteu,C'"8, 100,000 DEVELOPER LEGIT.SERVICES I!tern DC% 33.750 WNEn0PPIQ-CML0EVEL0PLl3ffSUMMARY 5 -6,96g.l TOTAL I]E11ElAI'I+r m oosT5 5 30,130.699 IMPROVEMENTSPRIVATE PRIVATE.COMMUNITY AMENITIES AND PARKS -:u nKcroror,nu Improvem tit Area ill WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 7$ PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN ttv r AMOUNT Al Pocket Parks S 410.000.00 A2 _ ibod tod Pants S 1,100,OD0.00 A3 Caentnuruty Parks S 6,050,00100 A4 Preserve LundsrapnS S 900,000.00 SJ&TOTALPARTA-COMMAKIYAII ENMESANDRAMS MATE LANDSOM DIE 110P'LIM COSTS RT_IN DESCRIPTION AN*ft AMOUNT 81 LANDSCAPE ARCHITECT SCHEMATIC DESIGN FEES Total S 25,000.00 K LANDSCAPE ARCHITECT DESIGN DEVELOPMENT FEES Total S 40 000.00 63 LANDSCAPE ARCHITECT CONST RI CTION DOCUMENTATION FEES Total 3 250,000.00 84 LANDSCAPE ARCHITECT CONSTRUCTION ADMINISTRATION FEES Totw S 25 000.00 85 ARCHITECT FEES Tots^ S 300,000-00 86 DESIGN ENGINEER CONSULTANT FEES Totai S 150 000,00 87 AQl IATIC ENGINEER CONSULTANT FEES Toted $ 80 000.00 BS ECOLOGICAL RESTORATION CONSULTANT FEES Total $ 75 000.00 89 WATER MANAGEMENT AND IRRISATTON CDNSULTANT FEES Toted S 75,000,00 B10 LIGHTING CONSULTANT FEES Total s 80.000.00 811 ENVIRONMENTAL GRARFICSCONS(ILTANT FEES Totnl S 60.000.00 812 LANDSCAPE ARCHITECT SCHEMATIC DESIGN FEES Total S 15,000.00 813 LANDSCAPE ARCHITECT DESIGN DEVELOPMENT FEES Total S 375,0W.00 B14 LANDSCAPE ARCHITECT CONSTRUCTION DOCUMENTATION FEES Tatnl S 375,000-00 615 LANDSCAPE ARCH TECTCONSTRUCTIONADhiINISTRATION FEES TOUI 5 100.000-00 816 ARCHITECT FEES Total S 150.000.00 10) CONTINGENCY $ 116,000.00 WHITECAP PID-PRIVATE LOPE DEVELOPMENT COSTS ODO SUMMARY kmPrwAffwKAm6 XI COMMUNITYAMENTiES a PARKS s 8,460.000 PRIVATELMDSCAPEDEVELOPMENTOOSIS S 2.29LDO 0 WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 79 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN rI a.e Tt, I• LJA ENGINEERINGL TEX :ENGl%E FtNG FIRM FA W6 T. . ■ I Gd f � C ws .e.* -ea i r / w w lip \C 00, Go yj w r 'r 1 t - - --`_y-- -----'`ILL, v ft40 �J ' i.i DIAMOND BEACH' " --- HOLDINGS " - — - - NORTH PADRE ISLAND - PID DIRECT PUBLIC IMPROVEMENTS PHASING.. v -� 7 EXHIBIT C i. T� WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 80 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 1 I r 0 - E T . I,M P R E M 'N II I dMk plli I -- i -A-WE-A, "� —— oxw�arskllLC I ta r _ l 1 / 1 r I f i " P DIAMOND REACH HOLDINGS A LJA ENGINEERING !^ WHITECAP f TEXAS ENGINEEFdNG FRY F-13K I NORTH PADRE ISLAND �* &A.AM IMPROVEMENT AREA 91 SITT,STREET,&STORM •_�„.x,ao,s ro PID DIRECT PUBLIC IMPROVEMENTS EXHIBIT D WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 81 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 1-M P-R_O VIE M E'N_T ' f 1 ti f I e [ F 1 R (r�ujL ✓ r /lI f I / DIAMOND BEACH HOLDINGS LJA ENGINEERING j WHITECAP k TEXAS ENGINEEMNG Frw F-13M NORTH PADRE ISLAND IMPROVEMENT AREA$1 WATER R eoaw ana.*..,.re�i• Pi{]DIRECT PUBLC IMPROVEMENTS �F- EXHIBIT E WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 82 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN _H 'y N �xx 14 pro / J Ya .0 I Tr f Ri �-...I-M P R 0 YE lYfE'N A-R.E.A # 1 i 41 i 4 Il 4 u ' r - �--� 4 r 't 1■w-� Ii DIAMOND BEACH ee� — �► HOLDINGS y r LJA ENGINEERING WHITECAP .rEwv ENGMEMNG FRU FI3a6 I !NORTH PADRE ISLAND IMPROVEMENT AREA 81 WASTEWATER PID DIRECT PUBLIC IMPROVEMENTS EXHIBI T I.. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 83 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN L- -•f R[ X C•XYLI LL- If�Er a i 19 Ir�� Fc+TUe�tY. iV.V• F Lgg w} i�,�[al lac war cF ;cXc o.yP a. - �L���� i e :s•a4er,a�c+cg r ig T lri •O�OT SSSIf ___-l L XVSE1l1[P LLV. S-.� Ri Ih[ RF IIK q. `� I TYPICAL RESIDENTIAL LOCAL STREET&UTILITIES 'fro, F• 5 f''8v[R[R 1 � reflr[EP STtRT � i TYPICAL CR-2 LOCAL STREET&UTILITIES P �" tcsc vXvr tl - ------------ :1.Y � Y ado c I I�, n i E TYPICAL BOULEVARD&UTILITIES a yy�N���Sv rn, Lfl `F v i z TYPICAL ALLEYWAY WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 84 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN LJA ENGINEERING I 11" T-_XAZ EMGNEEPoNG FRU F-I V. I I .•-.�Crrv.c / `• i+7 li} try J,� _� i ,��+, .� ti t / � I`` 1 4 . ,�t¢`AEI► O - ' _ - - Lu d I� !' 4 1 r rJ ° i..1 DIAMOND BEACH HOLDINGS WHITECAP -- �� NORTH PADRE ISLAND- 1 INITIAL IMPROVEMEN-M r I CflMMC7f+!TO All AREAS .-- r EXHIBIT H pr WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 85 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 1, 1 I L,IA ENGINEERINGL TEXAL ENGINEEPoNG FRM F-i 386 •✓ 1 I 'I Cyr•C"A Tr T"I I �' -s 1 I1 �• � r�' } rw.i�w oar" Vt DIAM16ND BEACH HOLDINGS _ WHITECAP -=�=- -� '-_-�=•- `---NORTH PADRE 1SL,dNI] - - KMAINING t- IMPROVEMENT AREA EXHIBIT WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 86 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN APPENDIX B - BUYER DISCLOSURES Forms of the buyer disclosures for the following Lot Types are found in this appendix: Improvement Area #1 ■ Initial Parcel ■ Lot Type 1 ■ Lot Type 2 ■ Lot Type 3 ■ Lot Type 4 ■ Lot Type 5 ■ Lot Type 6 ■ Lot Type 7 [Remainder of page left intentionally blank.] WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 $7 PRELIMINARY AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 - IMPROVEMENT AREA#1 INITIAL PARCEL BUYER DISCLOSURE NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT A person who proposes to sell or otherwise convey real property that is located in a public improvement district established under Subchapter A, Chapter 372, Local Government Code (except for public improvement districts described under Section 372.005), or Chapter 382, Local Government Code, shall first give to the purchaser of the property this written notice, signed by the seller. For the purposes of this notice, a contract for the purchase and sale of real property having a performance period of less than six months is considered a sale requiring the notice set forth below. This notice requirement does not apply to a transfer: 1) under a court order or foreclosure sale; 2) by a trustee in bankruptcy; 3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary of a deed of trust by a trustor or successor in interest; 4) by a mortgagee or a beneficiary under a deed of trust who has acquired the land at a sale conducted under a power of sale under a deed of trust or a sale under a court-ordered foreclosure or has acquired the land by a deed in lieu of foreclosure; 5) by a fiduciary in the course of the administration of a decedent's estate, guardianship, conservatorship, or trust; 6) from one co-owner to another co-owner of an undivided interest in the real property; 7) to a spouse or a person in the lineal line of consanguinity of the seller; 8) to or from a governmental entity; or 9) of only a mineral interest, leasehold interest, or security interest The following notice shall be given to a prospective purchaser before the execution of a binding contract of purchase and sale, either separately or as an addendum or paragraph of a purchase contract. In the event a contract of purchase and sale is entered into without the seller having provided the required notice,the purchaser, subj ect to certain exceptions,is entitled to terminate the contract. A separate copy of this notice shall be executed by the seller and the purchaser and must be filed in the real property records of the county in which the property is located at the closing of the purchase and sale of the property. AFTER RECORDING' RETURN TO: NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO CITY OF CORPUS CHRISTI, TEXAS CONCERNING THE FOLLOWING PROPERTY STREET ADDRESS IMPROVEMENT AREA#1 INITIAL PARCEL PRINCIPAL ASSESSMENT: $20,717,000 As the purchaser of the real property described above, you are obligated to pay assessments to City of Corpus Christi, Texas, for the costs of a portion of a public improvement or services project (the "Authorized Improvements") undertaken for the benefit of the property within Whitecap Public Improvement District No. I (the 'District")created under Subchapter A, Chapter 372, Local Government Code. AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE COSTS, AND DELINQUENCY COSTS. The exact amount of the assessment may be obtained from the City of Corpus Christi. The exact amount of each annual installment will be approved each year by the Corpus Christi City Council in the annual service plan update for the District. More information about the assessments,including the amounts and due dates,may be obtained from City of Corpus Christi. Your failure to pay any assessment or any annual installment may result in penalties and interest being added to what you owe or in a lien on and the foreclosure of your property. To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County when updating for the Current Information of Obligation to Pay Improvement District Assessment. [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER The undersigned seller acknowledges providing this notice to the potential purchaser before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER]2 2 To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance with Section 5.014(a-1),Tex. Prop. Code. Signature Page to Initial Notice of Obligation to Pay Improvement District Assessment [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. The undersigned purchaser acknowledged the receipt of this notice including the current information required by Section 5.0143, Texas Property Code, as amended. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER STATE OF TEXAS § COUNTY OF § The foregoing instrument was acknowledged before me by and , known to me to be the person(s)whose name(s)is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this 20 . Notary Public, State of Texas]3 3 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Purchaser Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment [The undersigned seller acknowledges providing a separate copy of the notice required by Section 5.014 of the Texas Property Code including the current information required by Section 5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the address above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER STATE OF TEXAS § COUNTY OF § The foregoing instrument was acknowledged before me by and , known to me to be the person(s)whose name(s)is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this 20 . Notary Public, State of Texas]4 4 To be included in separate copy of the notice required by Section 5.0143,Tex.Prop.Code,to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Seller Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment ANNUAL INSTALLMENTS- IMPROVEMENT AREA#1 INITIAL PARCEL AdditionalInstallment Due 1/31 Principal Interest Costs Installments[b] 2025 $ 459,000 $ 1,314,235 $ - $ 40,000 $ 1,813,235 2026 $ 203,000 $ 1,468,705 $ 101,290 $ 40,800 $ 1,813,795 2027 $ 219,000 $ 1,453,988 $ 100,275 $ 41,616 $ 1,814,879 2028 $ 236,000 $ 1,438,110 $ 99,180 $ 42,448 $ 1,815,738 2029 $ 254,000 $ 1,421,000 $ 98,000 $ 43,297 $ 1,816,297 2030 $ 274,000 $ 1,402,585 $ 96,730 $ 44,163 $ 1,817,478 2031 $ 296,000 $ 1,382,720 $ 95,360 $ 45,046 $ 1,819,126 2032 $ 319,000 $ 1,361,260 $ 93,880 $ 45,947 $ 1,820,087 2033 $ 343,000 $ 1,338,133 $ 92,285 $ 46,866 $ 1,820,284 2034 $ 370,000 $ 1,313,265 $ 90,570 $ 47,804 $ 1,821,639 2035 $ 399,000 $ 1,286,440 $ 88,720 $ 48,760 $ 1,822,920 2036 $ 430,000 $ 1,257,513 $ 86,725 $ 49,735 $ 1,823,972 2037 $ 463,000 $ 1,226,338 $ 84,575 $ 50,730 $ 1,824,642 2038 $ 499,000 $ 1,192,770 $ 82,260 $ 51,744 $ 1,825,774 2039 $ 538,000 $ 1,156,593 $ 79,765 $ 52,779 $ 1,827,137 2040 $ 579,000 $ 1,117,588 $ 77,075 $ 53,835 $ 1,827,497 2041 $ 624,000 $ 1,075,610 $ 74,180 $ 54,911 $ 1,828,701 2042 $ 672,000 $ 1,030,370 $ 71,060 $ 56,010 $ 1,829,440 2043 $ 724,000 $ 981,650 $ 67,700 $ 57,130 $ 1,830,480 2044 $ 781,000 $ 929,160 $ 64,080 $ 58,272 $ 1,832,512 2045 $ 841,000 $ 872,538 $ 60,175 $ 59,438 $ 1,833,150 2046 $ 906,000 $ 811,565 $ 55,970 $ 60,627 $ 1,834,162 2047 $ 976,000 $ 745,880 $ 51,440 $ 61,839 $ 1,835,159 2048 $ 1,052,000 $ 675,120 $ 46,560 $ 63,076 $ 1,836,756 2049 $ 1,133,000 $ 598,850 $ 41,300 $ 64,337 $ 1,837,487 2050 $ 1,221,000 $ 516,708 $ 35,635 $ 65,624 $ 1,838,967 2051 $ 1,316,000 $ 428,185 $ 29,530 $ 66,937 $ 1,840,652 2052 $ 1,417,000 $ 332,775 $ 22,950 $ 68,275 $ 1,841,000 2053 $ 1,527,000 $ 230,043 $ 15,865 $ 69,641 $ 1,842,548 2054 $ 1,646,000 $ 119,335 $ 8,230 $ 71,034 $ 1,844,599 Total $ 20,717,000 $ 30,479,028 $ 2,011,365 $ 1,622,723 $ 54,830,116 Footnotes: [a] Interest is calculated at a 7.25%rate for illustrative purposes. [b]The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Annual Collection Costs, reserve fund requirements, interest earnings,or other available offsets could increase or decrease the amounts shown. Annual Installment Schedule to Notice of Obligation to Pay Improvement District Assessment WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 - IMPROVEMENT AREA#1 LOT TYPE 1 BUYER DISCLOSURE NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT A person who proposes to sell or otherwise convey real property that is located in a public improvement district established under Subchapter A, Chapter 372, Local Government Code (except for public improvement districts described under Section 372.005), or Chapter 382, Local Government Code, shall first give to the purchaser of the property this written notice, signed by the seller. For the purposes of this notice, a contract for the purchase and sale of real property having a performance period of less than six months is considered a sale requiring the notice set forth below. This notice requirement does not apply to a transfer: 1) under a court order or foreclosure sale; 2) by a trustee in bankruptcy; 3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary of a deed of trust by a trustor or successor in interest; 4) by a mortgagee or a beneficiary under a deed of trust who has acquired the land at a sale conducted under a power of sale under a deed of trust or a sale under a court-ordered foreclosure or has acquired the land by a deed in lieu of foreclosure; 5) by a fiduciary in the course of the administration of a decedent's estate, guardianship, conservatorship, or trust; 6) from one co-owner to another co-owner of an undivided interest in the real property; 7) to a spouse or a person in the lineal line of consanguinity of the seller; 8) to or from a governmental entity; or 9) of only a mineral interest, leasehold interest, or security interest The following notice shall be given to a prospective purchaser before the execution of a binding contract of purchase and sale, either separately or as an addendum or paragraph of a purchase contract. In the event a contract of purchase and sale is entered into without the seller having provided the required notice,the purchaser, subj ect to certain exceptions,is entitled to terminate the contract. A separate copy of this notice shall be executed by the seller and the purchaser and must be filed in the real property records of the county in which the property is located at the closing of the purchase and sale of the property. AFTER RECORDING' RETURN TO: NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO CITY OF CORPUS CHRISTI, TEXAS CONCERNING THE FOLLOWING PROPERTY STREET ADDRESS IMPROVEMENT AREA#1 LOT TYPE 1 PRINCIPAL ASSESSMENT: $68,269.56 As the purchaser of the real property described above, you are obligated to pay assessments to City of Corpus Christi, Texas, for the costs of a portion of a public improvement or services project (the "Authorized Improvements") undertaken for the benefit of the property within Whitecap Public Improvement District No. I (the 'District")created under Subchapter A, Chapter 372, Local Government Code. AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE COSTS, AND DELINQUENCY COSTS. The exact amount of the assessment may be obtained from the City of Corpus Christi. The exact amount of each annual installment will be approved each year by the Corpus Christi City Council in the annual service plan update for the District. More information about the assessments,including the amounts and due dates,may be obtained from City of Corpus Christi. Your failure to pay any assessment or any annual installment may result in penalties and interest being added to what you owe or in a lien on and the foreclosure of your property. To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County when updating for the Current Information of Obligation to Pay Improvement District Assessment. [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER The undersigned seller acknowledges providing this notice to the potential purchaser before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER]2 2 To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance with Section 5.014(a-1),Tex. Prop. Code. Signature Page to Initial Notice of Obligation to Pay Improvement District Assessment [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. The undersigned purchaser acknowledged the receipt of this notice including the current information required by Section 5.0143, Texas Property Code, as amended. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER STATE OF TEXAS § COUNTY OF § The foregoing instrument was acknowledged before me by and , known to me to be the person(s)whose name(s)is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this 20 . Notary Public, State of Texas]3 3 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Purchaser Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment [The undersigned seller acknowledges providing a separate copy of the notice required by Section 5.014 of the Texas Property Code including the current information required by Section 5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the address above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER STATE OF TEXAS § COUNTY OF § The foregoing instrument was acknowledged before me by and , known to me to be the person(s)whose name(s)is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this 20 . Notary Public, State of Texas]4 4 To be included in separate copy of the notice required by Section 5.0143,Tex.Prop.Code,to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Seller Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment ANNUAL INSTALLMENTS- IMPROVEMENT AREA#1 LOT TYPE 1 2025 $ 1,512.56 $ 4,330.85 $ - $ 131.81 $ 5,975.23 2026 $ 668.95 $ 4,839.88 $ 333.78 $ 134.45 $ 5,977.07 2027 $ 721.68 $ 4,791.38 $ 330.44 $ 137.14 $ 5,980.64 2028 $ 777.70 $ 4,739.06 $ 326.83 $ 139.88 $ 5,983.48 2029 $ 837.02 $ 4,682.68 $ 322.94 $ 142.68 $ 5,985.32 2030 $ 902.92 $ 4,621.99 $ 318.76 $ 145.53 $ 5,989.21 2031 $ 975.42 $ 4,556.53 $ 314.24 $ 148.44 $ 5,994.64 2032 $ 1,051.21 $ 4,485.81 $ 309.37 $ 151.41 $ 5,997.81 2033 $ 1,130.30 $ 4,409.60 $ 304.11 $ 154.44 $ 5,998.45 2034 $ 1,219.28 $ 4,327.65 $ 298.46 $ 157.53 $ 6,002.92 2035 $ 1,314.84 $ 4,239.26 $ 292.36 $ 160.68 $ 6,007.14 2036 $ 1,417.00 $ 4,143.93 $ 285.79 $ 163.89 $ 6,010.61 2037 $ 1,525.74 $ 4,041.20 $ 278.70 $ 167.17 $ 6,012.82 2038 $ 1,644.37 $ 3,930.58 $ 271.07 $ 170.51 $ 6,016.55 2039 $ 1,772.89 $ 3,811.37 $ 262.85 $ 173.93 $ 6,021.04 2040 $ 1,908.00 $ 3,682.83 $ 253.99 $ 177.40 $ 6,022.22 2041 $ 2,056.29 $ 3,544.50 $ 244.45 $ 180.95 $ 6,026.19 2042 $ 2,214.47 $ 3,395.42 $ 234.17 $ 184.57 $ 6,028.63 2043 $ 2,385.83 $ 3,234.87 $ 223.09 $ 188.26 $ 6,032.05 2044 $ 2,573.66 $ 3,061.90 $ 211.17 $ 192.03 $ 6,038.75 2045 $ 2,771.38 $ 2,875.31 $ 198.30 $ 195.87 $ 6,040.85 2046 $ 2,985.58 $ 2,674.38 $ 184.44 $ 199.79 $ 6,044.19 2047 $ 3,216.25 $ 2,457.93 $ 169.51 $ 203.78 $ 6,047.47 2048 $ 3,466.70 $ 2,224.75 $ 153.43 $ 207.86 $ 6,052.74 2049 $ 3,733.62 $ 1,973.41 $ 136.10 $ 212.01 $ 6,055.15 2050 $ 4,023.61 $ 1,702.73 $ 117.43 $ 216.25 $ 6,060.02 2051 $ 4,336.67 $ 1,411.02 $ 97.31 $ 220.58 $ 6,065.57 2052 $ 4,669.50 $ 1,096.61 $ 75.63 $ 224.99 $ 6,066.72 2053 $ 5,031.98 $ 758.07 $ 52.28 $ 229.49 $ 6,071.82 2054 $ 5,424.13 $ 393.25 $ 27.12 $ 234.08 $ 6,078.58 Total $ 68,269.56 $ 100,438.76 $ 6,628.13 $ 5,347.42 $ 180,683.87 Footnotes: [a] Interest is calculated at a 7.25%rate for illustrative purposes. [b]The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Annual Collection Costs, reserve fund requirements, interest earnings,or other available offsets could increase or decrease the amounts shown. Annual Installment Schedule to Notice of Obligation to Pay Improvement District Assessment WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 - IMPROVEMENT AREA#1 LOT TYPE 2 BUYER DISCLOSURE NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT A person who proposes to sell or otherwise convey real property that is located in a public improvement district established under Subchapter A, Chapter 372, Local Government Code (except for public improvement districts described under Section 372.005), or Chapter 382, Local Government Code, shall first give to the purchaser of the property this written notice, signed by the seller. For the purposes of this notice, a contract for the purchase and sale of real property having a performance period of less than six months is considered a sale requiring the notice set forth below. This notice requirement does not apply to a transfer: 1) under a court order or foreclosure sale; 2) by a trustee in bankruptcy; 3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary of a deed of trust by a trustor or successor in interest; 4) by a mortgagee or a beneficiary under a deed of trust who has acquired the land at a sale conducted under a power of sale under a deed of trust or a sale under a court-ordered foreclosure or has acquired the land by a deed in lieu of foreclosure; 5) by a fiduciary in the course of the administration of a decedent's estate, guardianship, conservatorship, or trust; 6) from one co-owner to another co-owner of an undivided interest in the real property; 7) to a spouse or a person in the lineal line of consanguinity of the seller;.to or from a governmental entity; or 8) of only a mineral interest, leasehold interest, or security interest The following notice shall be given to a prospective purchaser before the execution of a binding contract of purchase and sale, either separately or as an addendum or paragraph of a purchase contract. In the event a contract of purchase and sale is entered into without the seller having provided the required notice,the purchaser, subj ect to certain exceptions,is entitled to terminate the contract. A separate copy of this notice shall be executed by the seller and the purchaser and must be filed in the real property records of the county in which the property is located at the closing of the purchase and sale of the property. AFTER RECORDING' RETURN TO: NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO CITY OF CORPUS CHRISTI, TEXAS CONCERNING THE FOLLOWING PROPERTY STREET ADDRESS IMPROVEMENT AREA#1 LOT TYPE 2 PRINCIPAL ASSESSMENT: $81,923.47 As the purchaser of the real property described above, you are obligated to pay assessments to City of Corpus Christi, Texas, for the costs of a portion of a public improvement or services project (the "Authorized Improvements") undertaken for the benefit of the property within Whitecap Public Improvement District No. I (the 'District")created under Subchapter A, Chapter 372, Local Government Code. AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE COSTS, AND DELINQUENCY COSTS. The exact amount of the assessment may be obtained from the City of Corpus Christi. The exact amount of each annual installment will be approved each year by the Corpus Christi City Council in the annual service plan update for the District. More information about the assessments,including the amounts and due dates,may be obtained from City of Corpus Christi. Your failure to pay any assessment or any annual installment may result in penalties and interest being added to what you owe or in a lien on and the foreclosure of your property. To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County when updating for the Current Information of Obligation to Pay Improvement District Assessment. [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER The undersigned seller acknowledges providing this notice to the potential purchaser before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER]2 2 To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance with Section 5.014(a-1),Tex. Prop. Code. Signature Page to Initial Notice of Obligation to Pay Improvement District Assessment [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. The undersigned purchaser acknowledged the receipt of this notice including the current information required by Section 5.0143, Texas Property Code, as amended. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER STATE OF TEXAS § COUNTY OF § The foregoing instrument was acknowledged before me by and , known to me to be the person(s)whose name(s)is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this 20 . Notary Public, State of Texas]3 3 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Purchaser Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment [The undersigned seller acknowledges providing a separate copy of the notice required by Section 5.014 of the Texas Property Code including the current information required by Section 5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the address above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER STATE OF TEXAS § COUNTY OF § The foregoing instrument was acknowledged before me by and , known to me to be the person(s)whose name(s)is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this 20 . Notary Public, State of Texas]4 4 To be included in separate copy of the notice required by Section 5.0143,Tex.Prop.Code,to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Seller Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment ANNUAL INSTALLMENTS- IMPROVEMENT AREA#1 LOT TYPE 2 AdditionalInstallment Due 1/31 Principa���� Interest Costs Installments[b] 2025 $ 1,815.07 $ 5,197.02 $ - $ 158.18 $ 7,170.27 2026 $ 802.74 $ 5,807.86 $ 400.54 $ 161.34 $ 7,172.49 2027 $ 866.02 $ 5,749.66 $ 396.53 $ 164.57 $ 7,176.77 2028 $ 933.24 $ 5,686.87 $ 392.20 $ 167.86 $ 7,180.17 2029 $ 1,004.42 $ 5,619.21 $ 387.53 $ 171.22 $ 7,182.38 2030 $ 1,083.51 $ 5,546.39 $ 382.51 $ 174.64 $ 7,187.05 2031 $ 1,170.50 $ 5,467.84 $ 377.09 $ 178.13 $ 7,193.57 2032 $ 1,261.46 $ 5,382.98 $ 371.24 $ 181.69 $ 7,197.37 2033 $ 1,356.36 $ 5,291.52 $ 364.93 $ 185.33 $ 7,198.15 2034 $ 1,463.13 $ 5,193.19 $ 358.15 $ 189.04 $ 7,203.50 2035 $ 1,577.81 $ 5,087.11 $ 350.84 $ 192.82 $ 7,208.57 2036 $ 1,700.40 $ 4,972.72 $ 342.95 $ 196.67 $ 7,212.73 2037 $ 1,830.89 $ 4,849.44 $ 334.44 $ 200.61 $ 7,215.38 2038 $ 1,973.25 $ 4,716.70 $ 325.29 $ 204.62 $ 7,219.86 2039 $ 2,127.47 $ 4,573.64 $ 315.42 $ 208.71 $ 7,225.24 2040 $ 2,289.60 $ 4,419.40 $ 304.79 $ 212.88 $ 7,226.67 2041 $ 2,467.55 $ 4,253.40 $ 293.34 $ 217.14 $ 7,231.43 2042 $ 2,657.36 $ 4,074.50 $ 281.00 $ 221.49 $ 7,234.35 2043 $ 2,862.99 $ 3,881.84 $ 267.71 $ 225.91 $ 7,238.46 2044 $ 3,088.39 $ 3,674.28 $ 253.40 $ 230.43 $ 7,246.50 2045 $ 3,325.66 $ 3,450.37 $ 237.96 $ 235.04 $ 7,249.02 2046 $ 3,582.69 $ 3,209.26 $ 221.33 $ 239.74 $ 7,253.02 2047 $ 3,859.50 $ 2,949.51 $ 203.41 $ 244.54 $ 7,256.97 2048 $ 4,160.04 $ 2,669.70 $ 184.12 $ 249.43 $ 7,263.28 2049 $ 4,480.34 $ 2,368.10 $ 163.32 $ 254.42 $ 7,266.18 2050 $ 4,828.33 $ 2,043.27 $ 140.92 $ 259.51 $ 7,272.02 2051 $ 5,204.00 $ 1,693.22 $ 116.77 $ 264.70 $ 7,278.69 2052 $ 5,603.40 $ 1,315.93 $ 90.75 $ 269.99 $ 7,280.07 2053 $ 6,038.38 $ 909.68 $ 62.74 $ 275.39 $ 7,286.19 2054 $ 6,508.96 $ 471.90 $ 32.54 $ 280.90 $ 7,294.30 Total $ 81,923.47 $ 120,526.51 $ 7,953.76 $ 6,416.91 $ 216,820.65 Footnotes: [a] Interest is calculated at a 7.25%rate for illustrative purposes. [b]The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Annual Collection Costs, reserve fund requirements, interest earnings,or other available offsets could increase or decrease the amounts shown. Annual Installment Schedule to Notice of Obligation to Pay Improvement District Assessment WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 - IMPROVEMENT AREA#1 LOT TYPE 3 BUYER DISCLOSURE NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT A person who proposes to sell or otherwise convey real property that is located in a public improvement district established under Subchapter A, Chapter 372, Local Government Code (except for public improvement districts described under Section 372.005), or Chapter 382, Local Government Code, shall first give to the purchaser of the property this written notice, signed by the seller. For the purposes of this notice, a contract for the purchase and sale of real property having a performance period of less than six months is considered a sale requiring the notice set forth below. This notice requirement does not apply to a transfer: 1) under a court order or foreclosure sale; 2) by a trustee in bankruptcy; 3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary of a deed of trust by a trustor or successor in interest; 4) by a mortgagee or a beneficiary under a deed of trust who has acquired the land at a sale conducted under a power of sale under a deed of trust or a sale under a court- ordered foreclosure or has acquired the land by a deed in lieu of foreclosure; 5) by a fiduciary in the course of the administration of a decedent's estate, guardianship, conservatorship, or trust; 6) from one co-owner to another co-owner of an undivided interest in the real property; 7) to a spouse or a person in the lineal line of consanguinity of the seller; 8) to or from a governmental entity; or 9) of only a mineral interest, leasehold interest, or security interest The following notice shall be given to a prospective purchaser before the execution of a binding contract of purchase and sale, either separately or as an addendum or paragraph of a purchase contract. In the event a contract of purchase and sale is entered into without the seller having provided the required notice,the purchaser, subj ect to certain exceptions,is entitled to terminate the contract. A separate copy of this notice shall be executed by the seller and the purchaser and must be filed in the real property records of the county in which the property is located at the closing of the purchase and sale of the property. AFTER RECORDING' RETURN TO: NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO CITY OF CORPUS CHRISTI, TEXAS CONCERNING THE FOLLOWING PROPERTY STREET ADDRESS IMPROVEMENT AREA#1 LOT TYPE 3 PRINCIPAL ASSESSMENT: $92,364.70 As the purchaser of the real property described above, you are obligated to pay assessments to City of Corpus Christi, Texas, for the costs of a portion of a public improvement or services project (the "Authorized Improvements") undertaken for the benefit of the property within Whitecap Public Improvement District No. I (the 'District")created under Subchapter A, Chapter 372, Local Government Code. AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE COSTS, AND DELINQUENCY COSTS. The exact amount of the assessment may be obtained from the City of Corpus Christi. The exact amount of each annual installment will be approved each year by the Corpus Christi City Council in the annual service plan update for the District. More information about the assessments,including the amounts and due dates,may be obtained from City of Corpus Christi. Your failure to pay any assessment or any annual installment may result in penalties and interest being added to what you owe or in a lien on and the foreclosure of your property. To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County when updating for the Current Information of Obligation to Pay Improvement District Assessment. [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER The undersigned seller acknowledges providing this notice to the potential purchaser before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER]2 2 To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance with Section 5.014(a-1),Tex. Prop. Code. Signature Page to Initial Notice of Obligation to Pay Improvement District Assessment [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. The undersigned purchaser acknowledged the receipt of this notice including the current information required by Section 5.0143, Texas Property Code, as amended. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER STATE OF TEXAS § COUNTY OF § The foregoing instrument was acknowledged before me by and , known to me to be the person(s)whose name(s)is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this 20 . Notary Public, State of Texas]3 3 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Purchaser Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment [The undersigned seller acknowledges providing a separate copy of the notice required by Section 5.014 of the Texas Property Code including the current information required by Section 5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the address above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER STATE OF TEXAS § COUNTY OF § The foregoing instrument was acknowledged before me by and , known to me to be the person(s)whose name(s)is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this 20 . Notary Public, State of Texas]4 4 To be included in separate copy of the notice required by Section 5.0143,Tex.Prop.Code,to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Seller Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment ANNUAL INSTALLMENTS- IMPROVEMENT AREA#1 LOT TYPE 3 AdditionalInstallment [a] Due 1/31 Principal Interest Interest Costs Installments[b] 2025 $ 2,046.41 $ 5,859.39 $ - $ 178.34 $ 8,084.13 2026 $ 905.06 $ 6,548.08 $ 451.59 $ 181.90 $ 8,086.63 2027 $ 976.39 $ 6,482.46 $ 447.07 $ 185.54 $ 8,091.46 2028 $ 1,052.18 $ 6,411.67 $ 442.18 $ 189.25 $ 8,095.29 2029 $ 1,132.43 $ 6,335.39 $ 436.92 $ 193.04 $ 8,097.78 2030 $ 1,221.60 $ 6,253.29 $ 431.26 $ 196.90 $ 8,103.05 2031 $ 1,319.69 $ 6,164.72 $ 425.15 $ 200.84 $ 8,110.40 2032 $ 1,422.23 $ 6,069.04 $ 418.55 $ 204.85 $ 8,114.68 2033 $ 1,529.23 $ 5,965.93 $ 411.44 $ 208.95 $ 8,115.56 2034 $ 1,649.61 $ 5,855.06 $ 403.80 $ 213.13 $ 8,121.60 2035 $ 1,778.90 $ 5,735.47 $ 395.55 $ 217.39 $ 8,127.31 2036 $ 1,917.11 $ 5,606.50 $ 386.65 $ 221.74 $ 8,132.00 2037 $ 2,064.24 $ 5,467.50 $ 377.07 $ 226.17 $ 8,134.99 2038 $ 2,224.74 $ 5,317.85 $ 366.75 $ 230.70 $ 8,140.03 2039 $ 2,398.62 $ 5,156.55 $ 355.62 $ 235.31 $ 8,146.11 2040 $ 2,581.41 $ 4,982.65 $ 343.63 $ 240.02 $ 8,147.72 2041 $ 2,782.04 $ 4,795.50 $ 330.72 $ 244.82 $ 8,153.08 2042 $ 2,996.05 $ 4,593.80 $ 316.81 $ 249.71 $ 8,156.38 2043 $ 3,227.88 $ 4,376.59 $ 301.83 $ 254.71 $ 8,161.01 2044 $ 3,482.01 $ 4,142.57 $ 285.69 $ 259.80 $ 8,170.08 2045 $ 3,749.52 $ 3,890.12 $ 268.28 $ 265.00 $ 8,172.92 2046 $ 4,039.31 $ 3,618.28 $ 249.54 $ 270.30 $ 8,177.43 2047 $ 4,351.40 $ 3,325.43 $ 229.34 $ 275.70 $ 8,181.88 2048 $ 4,690.24 $ 3,009.96 $ 207.58 $ 281.22 $ 8,188.99 2049 $ 5,051.37 $ 2,669.91 $ 184.13 $ 286.84 $ 8,192.26 2050 $ 5,443.71 $ 2,303.69 $ 158.88 $ 292.58 $ 8,198.85 2051 $ 5,867.26 $ 1,909.02 $ 131.66 $ 298.43 $ 8,206.36 2052 $ 6,317.55 $ 1,483.64 $ 102.32 $ 304.40 $ 8,207.92 2053 $ 6,807.98 $ 1,025.62 $ 70.73 $ 310.49 $ 8,214.82 2054 $ 7,338.53 $ 532.04 $ 36.69 $ 316.70 $ 8,223.96 Total $ 92,364.70 $ 135,887.73 $ 8,967.47 $ 7,234.75 $ 244,454.65 Footnotes: [a] Interest is calculated at a 7.25%rate for illustrative purposes. [b]The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Annual Collection Costs, reserve fund requirements, interest earnings,or other available offsets could increase or decrease the amounts shown. Annual Installment Schedule to Notice of Obligation to Pay Improvement District Assessment WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 - IMPROVEMENT AREA#1 LOT TYPE 4 BUYER DISCLOSURE NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT A person who proposes to sell or otherwise convey real property that is located in a public improvement district established under Subchapter A, Chapter 372, Local Government Code (except for public improvement districts described under Section 372.005), or Chapter 382, Local Government Code, shall first give to the purchaser of the property this written notice, signed by the seller. For the purposes of this notice, a contract for the purchase and sale of real property having a performance period of less than six months is considered a sale requiring the notice set forth below. This notice requirement does not apply to a transfer: 1) under a court order or foreclosure sale; 2) by a trustee in bankruptcy; 3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary of a deed of trust by a trustor or successor in interest; 4) by a mortgagee or a beneficiary under a deed of trust who has acquired the land at a sale conducted under a power of sale under a deed of trust or a sale under a court-ordered foreclosure or has acquired the land by a deed in lieu of foreclosure; 5) by a fiduciary in the course of the administration of a decedent's estate, guardianship, conservatorship, or trust; 6) from one co-owner to another co-owner of an undivided interest in the real property; 7) to a spouse or a person in the lineal line of consanguinity of the seller; 8) to or from a governmental entity; or 9) of only a mineral interest, leasehold interest, or security interest The following notice shall be given to a prospective purchaser before the execution of a binding contract of purchase and sale, either separately or as an addendum or paragraph of a purchase contract. In the event a contract of purchase and sale is entered into without the seller having provided the required notice,the purchaser, subj ect to certain exceptions,is entitled to terminate the contract. A separate copy of this notice shall be executed by the seller and the purchaser and must be filed in the real property records of the county in which the property is located at the closing of the purchase and sale of the property. AFTER RECORDING' RETURN TO: NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO CITY OF CORPUS CHRISTI, TEXAS CONCERNING THE FOLLOWING PROPERTY STREET ADDRESS IMPROVEMENT AREA#1 LOT TYPE 4 PRINCIPAL ASSESSMENT: $110,837.64 As the purchaser of the real property described above, you are obligated to pay assessments to City of Corpus Christi, Texas, for the costs of a portion of a public improvement or services project (the "Authorized Improvements") undertaken for the benefit of the property within Whitecap Public Improvement District No. I (the 'District")created under Subchapter A, Chapter 372, Local Government Code. AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE COSTS, AND DELINQUENCY COSTS. The exact amount of the assessment may be obtained from the City of Corpus Christi. The exact amount of each annual installment will be approved each year by the Corpus Christi City Council in the annual service plan update for the District. More information about the assessments,including the amounts and due dates,may be obtained from City of Corpus Christi. Your failure to pay any assessment or any annual installment may result in penalties and interest being added to what you owe or in a lien on and the foreclosure of your property. To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County when updating for the Current Information of Obligation to Pay Improvement District Assessment. [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER The undersigned seller acknowledges providing this notice to the potential purchaser before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER]2 2 To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance with Section 5.014(a-1),Tex. Prop. Code. Signature Page to Initial Notice of Obligation to Pay Improvement District Assessment [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. The undersigned purchaser acknowledged the receipt of this notice including the current information required by Section 5.0143, Texas Property Code, as amended. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER STATE OF TEXAS § COUNTY OF § The foregoing instrument was acknowledged before me by and , known to me to be the person(s)whose name(s)is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this 20 . Notary Public, State of Texas]3 3 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Purchaser Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment [The undersigned seller acknowledges providing a separate copy of the notice required by Section 5.014 of the Texas Property Code including the current information required by Section 5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the address above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER STATE OF TEXAS § COUNTY OF § The foregoing instrument was acknowledged before me by and , known to me to be the person(s)whose name(s)is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this 20 . Notary Public, State of Texas]4 4 To be included in separate copy of the notice required by Section 5.0143,Tex.Prop.Code,to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Seller Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment ANNUAL INSTALLMENTS- IMPROVEMENT AREA#1 LOT TYPE 4 AdditionalInstallment [a] Due 1/31 Principal Interest Interest Costs Installments[b] 2025 $ 2,455.69 $ 7,031.26 $ - $ 214.00 $ 9,700.95 2026 $ 1,086.07 $ 7,857.69 $ 541.91 $ 218.28 $ 9,703.95 2027 $ 1,171.67 $ 7,778.95 $ 536.48 $ 222.65 $ 9,709.75 2028 $ 1,262.62 $ 7,694.01 $ 530.62 $ 227.10 $ 9,714.35 2029 $ 1,358.92 $ 7,602.47 $ 524.31 $ 231.64 $ 9,717.34 2030 $ 1,465.92 $ 7,503.94 $ 517.51 $ 236.28 $ 9,723.66 2031 $ 1,583.62 $ 7,397.66 $ 510.18 $ 241.00 $ 9,732.47 2032 $ 1,706.68 $ 7,282.85 $ 502.27 $ 245.82 $ 9,737.62 2033 $ 1,835.08 $ 7,159.12 $ 493.73 $ 250.74 $ 9,738.67 2034 $ 1,979.53 $ 7,026.07 $ 484.56 $ 255.75 $ 9,745.92 2035 $ 2,134.68 $ 6,882.56 $ 474.66 $ 260.87 $ 9,752.77 2036 $ 2,300.54 $ 6,727.79 $ 463.99 $ 266.09 $ 9,758.40 2037 $ 2,477.09 $ 6,561.01 $ 452.48 $ 271.41 $ 9,761.98 2038 $ 2,669.69 $ 6,381.42 $ 440.10 $ 276.84 $ 9,768.04 2039 $ 2,878.34 $ 6,187.86 $ 426.75 $ 282.37 $ 9,775.33 2040 $ 3,097.70 $ 5,979.18 $ 412.36 $ 288.02 $ 9,777.26 2041 $ 3,338.45 $ 5,754.60 $ 396.87 $ 293.78 $ 9,783.70 2042 $ 3,595.25 $ 5,512.56 $ 380.18 $ 299.66 $ 9,787.65 2043 $ 3,873.46 $ 5,251.91 $ 362.20 $ 305.65 $ 9,793.22 2044 $ 4,178.41 $ 4,971.08 $ 342.83 $ 311.76 $ 9,804.09 2045 $ 4,499.42 $ 4,668.15 $ 321.94 $ 318.00 $ 9,807.50 2046 $ 4,847.17 $ 4,341.94 $ 299.44 $ 324.36 $ 9,812.91 2047 $ 5,221.68 $ 3,990.52 $ 275.21 $ 330.84 $ 9,818.25 2048 $ 5,628.29 $ 3,611.95 $ 249.10 $ 337.46 $ 9,826.79 2049 $ 6,061.64 $ 3,203.90 $ 220.96 $ 344.21 $ 9,830.71 2050 $ 6,532.45 $ 2,764.43 $ 190.65 $ 351.10 $ 9,838.62 2051 $ 7,040.71 $ 2,290.82 $ 157.99 $ 358.12 $ 9,847.64 2052 $ 7,581.07 $ 1,780.37 $ 122.78 $ 365.28 $ 9,849.50 2053 $ 8,169.57 $ 1,230.75 $ 84.88 $ 372.58 $ 9,857.78 2054 $ 8,806.23 $ 638.45 $ 44.03 $ 380.04 $ 9,868.75 Total $ 110,837.64 $ 163,065.28 $ 10,760.97 $ 8,681.70 $ 293,345.58 Footnotes: [a] Interest is calculated at a 7.25%rate for illustrative purposes. [b]The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Annual Collection Costs, reserve fund requirements, interest earnings,or other available offsets could increase or decrease the amounts shown. Annual Installment Schedule to Notice of Obligation to Pay Improvement District Assessment WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 - IMPROVEMENT AREA#1 LOT TYPE 5 BUYER DISCLOSURE NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT A person who proposes to sell or otherwise convey real property that is located in a public improvement district established under Subchapter A, Chapter 372, Local Government Code (except for public improvement districts described under Section 372.005), or Chapter 382, Local Government Code, shall first give to the purchaser of the property this written notice, signed by the seller. For the purposes of this notice, a contract for the purchase and sale of real property having a performance period of less than six months is considered a sale requiring the notice set forth below. This notice requirement does not apply to a transfer: 1) under a court order or foreclosure sale; 2) by a trustee in bankruptcy; 3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary of a deed of trust by a trustor or successor in interest; 4) by a mortgagee or a beneficiary under a deed of trust who has acquired the land at a sale conducted under a power of sale under a deed of trust or a sale under a court-ordered foreclosure or has acquired the land by a deed in lieu of foreclosure; 5) by a fiduciary in the course of the administration of a decedent's estate, guardianship, conservatorship, or trust; 6) from one co-owner to another co-owner of an undivided interest in the real property; 7) to a spouse or a person in the lineal line of consanguinity of the seller; 8) to or from a governmental entity; or 9) of only a mineral interest, leasehold interest, or security interest The following notice shall be given to a prospective purchaser before the execution of a binding contract of purchase and sale, either separately or as an addendum or paragraph of a purchase contract. In the event a contract of purchase and sale is entered into without the seller having provided the required notice,the purchaser, subj ect to certain exceptions,is entitled to terminate the contract. A separate copy of this notice shall be executed by the seller and the purchaser and must be filed in the real property records of the county in which the property is located at the closing of the purchase and sale of the property. AFTER RECORDING' RETURN TO: NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO CITY OF CORPUS CHRISTI, TEXAS CONCERNING THE FOLLOWING PROPERTY STREET ADDRESS IMPROVEMENT AREA#1 LOT TYPE 5 PRINCIPAL ASSESSMENT: $120,475.69 As the purchaser of the real property described above, you are obligated to pay assessments to City of Corpus Christi, Texas, for the costs of a portion of a public improvement or services project (the "Authorized Improvements") undertaken for the benefit of the property within Whitecap Public Improvement District No. I (the 'District")created under Subchapter A, Chapter 372, Local Government Code. AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE COSTS, AND DELINQUENCY COSTS. The exact amount of the assessment may be obtained from the City of Corpus Christi. The exact amount of each annual installment will be approved each year by the Corpus Christi City Council in the annual service plan update for the District. More information about the assessments,including the amounts and due dates,may be obtained from City of Corpus Christi. Your failure to pay any assessment or any annual installment may result in penalties and interest being added to what you owe or in a lien on and the foreclosure of your property. To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County when updating for the Current Information of Obligation to Pay Improvement District Assessment. [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER The undersigned seller acknowledges providing this notice to the potential purchaser before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER]2 2 To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance with Section 5.014(a-1),Tex. Prop. Code. Signature Page to Initial Notice of Obligation to Pay Improvement District Assessment [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. The undersigned purchaser acknowledged the receipt of this notice including the current information required by Section 5.0143, Texas Property Code, as amended. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER STATE OF TEXAS § COUNTY OF § The foregoing instrument was acknowledged before me by and , known to me to be the person(s)whose name(s)is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this 20 . Notary Public, State of Texas]3 3 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Purchaser Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment [The undersigned seller acknowledges providing a separate copy of the notice required by Section 5.014 of the Texas Property Code including the current information required by Section 5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the address above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER STATE OF TEXAS § COUNTY OF § The foregoing instrument was acknowledged before me by and , known to me to be the person(s)whose name(s)is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this 20 . Notary Public, State of Texas]4 4 To be included in separate copy of the notice required by Section 5.0143,Tex.Prop.Code,to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Seller Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment ANNUAL INSTALLMENTS- IMPROVEMENT AREA#1 LOT TYPE 5 AdditionalInstallment [a] Due 1/31 Principal Interest Interest Costs Installments[b] 2025 $ 2,669.23 $ 7,642.68 $ - $ 232.61 $ 10,544.52 2026 $ 1,180.51 $ 8,540.97 $ 589.03 $ 237.26 $ 10,547.77 2027 $ 1,273.55 $ 8,455.38 $ 583.13 $ 242.01 $ 10,554.07 2028 $ 1,372.41 $ 8,363.05 $ 576.76 $ 246.85 $ 10,559.07 2029 $ 1,477.09 $ 8,263.55 $ 569.90 $ 251.79 $ 10,562.32 2030 $ 1,593.39 $ 8,156.46 $ 562.51 $ 256.82 $ 10,569.19 2031 $ 1,721.33 $ 8,040.94 $ 554.55 $ 261.96 $ 10,578.78 2032 $ 1,855.08 $ 7,916.14 $ 545.94 $ 267.20 $ 10,584.37 2033 $ 1,994.65 $ 7,781.65 $ 536.67 $ 272.54 $ 10,585.51 2034 $ 2,151.66 $ 7,637.04 $ 526.69 $ 277.99 $ 10,593.39 2035 $ 2,320.31 $ 7,481.04 $ 515.93 $ 283.55 $ 10,600.84 2036 $ 2,500.58 $ 7,312.82 $ 504.33 $ 289.22 $ 10,606.96 2037 $ 2,692.49 $ 7,131.53 $ 491.83 $ 295.01 $ 10,610.85 2038 $ 2,901.84 $ 6,936.32 $ 478.37 $ 300.91 $ 10,617.44 2039 $ 3,128.63 $ 6,725.94 $ 463.86 $ 306.93 $ 10,625.36 2040 $ 3,367.06 $ 6,499.11 $ 448.21 $ 313.07 $ 10,627.46 2041 $ 3,628.75 $ 6,255.00 $ 431.38 $ 319.33 $ 10,634.46 2042 $ 3,907.89 $ 5,991.92 $ 413.24 $ 325.71 $ 10,638.75 2043 $ 4,210.28 $ 5,708.60 $ 393.70 $ 332.23 $ 10,644.80 2044 $ 4,541.75 $ 5,403.35 $ 372.64 $ 338.87 $ 10,656.62 2045 $ 4,890.67 $ 5,074.07 $ 349.94 $ 345.65 $ 10,660.33 2046 $ 5,268.67 $ 4,719.50 $ 325.48 $ 352.56 $ 10,666.21 2047 $ 5,675.74 $ 4,337.52 $ 299.14 $ 359.61 $ 10,672.01 2048 $ 6,117.70 $ 3,926.03 $ 270.76 $ 366.81 $ 10,681.30 2049 $ 6,588.74 $ 3,482.50 $ 240.17 $ 374.14 $ 10,685.55 2050 $ 7,100.49 $ 3,004.81 $ 207.23 $ 381.63 $ 10,694.15 2051 $ 7,652.94 $ 2,490.03 $ 171.73 $ 389.26 $ 10,703.95 2052 $ 8,240.29 $ 1,935.19 $ 133.46 $ 397.04 $ 10,705.98 2053 $ 8,879.97 $ 1,337.77 $ 92.26 $ 404.98 $ 10,714.98 2054 $ 9,571.99 $ 693.97 $ 47.86 $ 413.08 $ 10,726.91 Total $ 120,475.69 $ 177,244.87 $ 11,696.70 $ 9,436.63 $ 318,853.89 Footnotes: [a] Interest is calculated at a 7.25%rate for illustrative purposes. [b]The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Annual Collection Costs, reserve fund requirements, interest earnings,or other available offsets could increase or decrease the amounts shown. Annual Installment Schedule to Notice of Obligation to Pay Improvement District Assessment WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 - IMPROVEMENT AREA#1 LOT TYPE 6 BUYER DISCLOSURE NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT A person who proposes to sell or otherwise convey real property that is located in a public improvement district established under Subchapter A, Chapter 372, Local Government Code (except for public improvement districts described under Section 372.005), or Chapter 382, Local Government Code, shall first give to the purchaser of the property this written notice, signed by the seller. For the purposes of this notice, a contract for the purchase and sale of real property having a performance period of less than six months is considered a sale requiring the notice set forth below. This notice requirement does not apply to a transfer: 1)under a court order or foreclosure sale; 2)by a trustee in bankruptcy; 3)to a mortgagee by a mortgagor or successor in interest or to a beneficiary of a deed of trust by a trustor or successor in interest; 4)by a mortgagee or a beneficiary under a deed of trust who has acquired the land at a sale conducted under a power of sale under a deed of trust or a sale under a court-ordered foreclosure or has acquired the land by a deed in lieu of foreclosure; 5)by a fiduciary in the course of the administration of a decedent's estate, guardianship, conservatorship, or trust; 6)from one co-owner to another co-owner of an undivided interest in the real property; 7)to a spouse or a person in the lineal line of consanguinity of the seller; 8)to or from a governmental entity; or 9)of only a mineral interest, leasehold interest, or security interest The following notice shall be given to a prospective purchaser before the execution of a binding contract of purchase and sale, either separately or as an addendum or paragraph of a purchase contract. In the event a contract of purchase and sale is entered into without the seller having provided the required notice,the purchaser, subj ect to certain exceptions,is entitled to terminate the contract. A separate copy of this notice shall be executed by the seller and the purchaser and must be filed in the real property records of the county in which the property is located at the closing of the purchase and sale of the property. AFTER RECORDING' RETURN TO: NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO CITY OF CORPUS CHRISTI, TEXAS CONCERNING THE FOLLOWING PROPERTY STREET ADDRESS IMPROVEMENT AREA#1 LOT TYPE 6 PRINCIPAL ASSESSMENT: $144,570.83 As the purchaser of the real property described above, you are obligated to pay assessments to City of Corpus Christi, Texas, for the costs of a portion of a public improvement or services project (the "Authorized Improvements") undertaken for the benefit of the property within Whitecap Public Improvement District No. I (the 'District")created under Subchapter A, Chapter 372, Local Government Code. AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE COSTS, AND DELINQUENCY COSTS. The exact amount of the assessment may be obtained from the City of Corpus Christi. The exact amount of each annual installment will be approved each year by the Corpus Christi City Council in the annual service plan update for the District. More information about the assessments,including the amounts and due dates,may be obtained from City of Corpus Christi. Your failure to pay any assessment or any annual installment may result in penalties and interest being added to what you owe or in a lien on and the foreclosure of your property. To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County when updating for the Current Information of Obligation to Pay Improvement District Assessment. [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER The undersigned seller acknowledges providing this notice to the potential purchaser before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER]2 2 To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance with Section 5.014(a-1),Tex. Prop. Code. Signature Page to Initial Notice of Obligation to Pay Improvement District Assessment [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. The undersigned purchaser acknowledged the receipt of this notice including the current information required by Section 5.0143, Texas Property Code, as amended. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER STATE OF TEXAS § COUNTY OF § The foregoing instrument was acknowledged before me by and , known to me to be the person(s)whose name(s)is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this 20 . Notary Public, State of Texas]3 3 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Purchaser Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment [The undersigned seller acknowledges providing a separate copy of the notice required by Section 5.014 of the Texas Property Code including the current information required by Section 5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the address above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER STATE OF TEXAS § COUNTY OF § The foregoing instrument was acknowledged before me by and , known to me to be the person(s)whose name(s)is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this 20 . Notary Public, State of Texas]4 4 To be included in separate copy of the notice required by Section 5.0143,Tex.Prop.Code,to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Seller Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment ANNUAL INSTALLMENTS- IMPROVEMENT AREA#1 LOT TYPE 6 AdditionalInstallment Due 1/31 Principal now- Interest Costs Installments[b] 2025 $ 3,203.07 $ 9,171.21 $ - $ 279.13 $ 12,653.42 2026 $ 1,416.61 $ 10,249.16 $ 706.84 $ 284.72 $ 12,657.33 2027 $ 1,528.26 $ 10,146.46 $ 699.76 $ 290.41 $ 12,664.89 2028 $ 1,646.89 $ 10,035.66 $ 692.11 $ 296.22 $ 12,670.89 2029 $ 1,772.51 $ 9,916.26 $ 683.88 $ 302.14 $ 12,674.79 2030 $ 1,912.07 $ 9,787.75 $ 675.02 $ 308.19 $ 12,683.03 2031 $ 2,065.60 $ 9,649.13 $ 665.46 $ 314.35 $ 12,694.53 2032 $ 2,226.10 $ 9,499.37 $ 655.13 $ 320.64 $ 12,701.24 2033 $ 2,393.58 $ 9,337.98 $ 644.00 $ 327.05 $ 12,702.61 2034 $ 2,582.00 $ 9,164.45 $ 632.03 $ 333.59 $ 12,712.06 2035 $ 2,784.37 $ 8,977.25 $ 619.12 $ 340.26 $ 12,721.00 2036 $ 3,000.70 $ 8,775.38 $ 605.20 $ 347.07 $ 12,728.35 2037 $ 3,230.98 $ 8,557.83 $ 590.20 $ 354.01 $ 12,733.02 2038 $ 3,482.21 $ 8,323.59 $ 574.04 $ 361.09 $ 12,740.92 2039 $ 3,754.36 $ 8,071.13 $ 556.63 $ 368.31 $ 12,750.43 2040 $ 4,040.47 $ 7,798.94 $ 537.86 $ 375.68 $ 12,752.95 2041 $ 4,354.50 $ 7,506.00 $ 517.66 $ 383.19 $ 12,761.35 2042 $ 4,689.46 $ 7,190.30 $ 495.88 $ 390.86 $ 12,766.50 2043 $ 5,052.34 $ 6,850.31 $ 472.44 $ 398.67 $ 12,773.76 2044 $ 5,450.10 $ 6,484.02 $ 447.17 $ 406.65 $ 12,787.94 2045 $ 5,868.81 $ 6,088.89 $ 419.92 $ 414.78 $ 12,792.40 2046 $ 6,322.40 $ 5,663.40 $ 390.58 $ 423.08 $ 12,799.45 2047 $ 6,810.89 $ 5,205.02 $ 358.97 $ 431.54 $ 12,806.41 2048 $ 7,341.24 $ 4,711.24 $ 324.91 $ 440.17 $ 12,817.56 2049 $ 7,906.49 $ 4,179.00 $ 288.21 $ 448.97 $ 12,822.66 2050 $ 8,520.59 $ 3,605.77 $ 248.67 $ 457.95 $ 12,832.98 2051 $ 9,183.53 $ 2,988.03 $ 206.07 $ 467.11 $ 12,844.74 2052 $ 9,888.35 $ 2,322.23 $ 160.15 $ 476.45 $ 12,847.18 2053 $ 10,655.97 $ 1,605.32 $ 110.71 $ 485.98 $ 12,857.98 2054 $ 11,486.39 $ 832.76 $ 57.43 $ 495.70 $ 12,872.29 Total $ 144,570.83 $ 212,693.84 $ 14,036.04 $ 11,323.96 $ 382,624.67 Footnotes: [a] Interest is calculated at a 7.25%rate for illustrative purposes. [b]The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Annual Collection Costs, reserve fund requirements, interest earnings,or other available offsets could increase or decrease the amounts shown. Annual Installment Schedule to Notice of Obligation to Pay Improvement District Assessment WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 - IMPROVEMENT AREA#1 LOT TYPE 7 BUYER DISCLOSURE NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT A person who proposes to sell or otherwise convey real property that is located in a public improvement district established under Subchapter A, Chapter 372, Local Government Code (except for public improvement districts described under Section 372.005), or Chapter 382, Local Government Code, shall first give to the purchaser of the property this written notice, signed by the seller. For the purposes of this notice, a contract for the purchase and sale of real property having a performance period of less than six months is considered a sale requiring the notice set forth below. This notice requirement does not apply to a transfer: 1) under a court order or foreclosure sale; 2) by a trustee in bankruptcy; 3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary of a deed of trust by a trustor or successor in interest; 4) by a mortgagee or a beneficiary under a deed of trust who has acquired the land at a sale conducted under a power of sale under a deed of trust or a sale under a court-ordered foreclosure or has acquired the land by a deed in lieu of foreclosure; 5) by a fiduciary in the course of the administration of a decedent's estate, guardianship, conservatorship, or trust; 6) from one co-owner to another co-owner of an undivided interest in the real property; 7) to a spouse or a person in the lineal line of consanguinity of the seller; 8) to or from a governmental entity; or 9)of only a mineral interest, leasehold interest, or security interest The following notice shall be given to a prospective purchaser before the execution of a binding contract of purchase and sale, either separately or as an addendum or paragraph of a purchase contract. In the event a contract of purchase and sale is entered into without the seller having provided the required notice,the purchaser, subj ect to certain exceptions,is entitled to terminate the contract. A separate copy of this notice shall be executed by the seller and the purchaser and must be filed in the real property records of the county in which the property is located at the closing of the purchase and sale of the property. AFTER RECORDING' RETURN TO: NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO CITY OF CORPUS CHRISTI, TEXAS CONCERNING THE FOLLOWING PROPERTY STREET ADDRESS IMPROVEMENT AREA#1 LOT TYPE 7 PRINCIPAL ASSESSMENT: $192,761.11 As the purchaser of the real property described above, you are obligated to pay assessments to City of Corpus Christi, Texas, for the costs of a portion of a public improvement or services project (the "Authorized Improvements") undertaken for the benefit of the property within Whitecap Public Improvement District No. I (the 'District")created under Subchapter A, Chapter 372, Local Government Code. AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE COSTS, AND DELINQUENCY COSTS. The exact amount of the assessment may be obtained from the City of Corpus Christi. The exact amount of each annual installment will be approved each year by the Corpus Christi City Council in the annual service plan update for the District. More information about the assessments,including the amounts and due dates,may be obtained from City of Corpus Christi. Your failure to pay any assessment or any annual installment may result in penalties and interest being added to what you owe or in a lien on and the foreclosure of your property. To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County when updating for the Current Information of Obligation to Pay Improvement District Assessment. [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER The undersigned seller acknowledges providing this notice to the potential purchaser before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER]2 2 To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance with Section 5.014(a-1),Tex. Prop. Code. Signature Page to Initial Notice of Obligation to Pay Improvement District Assessment [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. The undersigned purchaser acknowledged the receipt of this notice including the current information required by Section 5.0143, Texas Property Code, as amended. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER STATE OF TEXAS § COUNTY OF § The foregoing instrument was acknowledged before me by and , known to me to be the person(s)whose name(s)is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this 20 . Notary Public, State of Texas]3 3 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Purchaser Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment [The undersigned seller acknowledges providing a separate copy of the notice required by Section 5.014 of the Texas Property Code including the current information required by Section 5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the address above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER STATE OF TEXAS § COUNTY OF § The foregoing instrument was acknowledged before me by and , known to me to be the person(s)whose name(s)is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this 20 . Notary Public, State of Texas]4 4 To be included in separate copy of the notice required by Section 5.0143,Tex.Prop.Code,to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Seller Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment ANNUAL INSTALLMENTS- IMPROVEMENT AREA#1 LOT TYPE 7 2025 $ 4,270.76 $ 12,228.29 $ - $ 372.18 $ 16,871.23 2026 $ 1,888.81 $ 13,665.55 $ 942.45 $ 379.62 $ 16,876.44 2027 $ 2,037.68 $ 13,528.61 $ 933.01 $ 387.22 $ 16,886.52 2028 $ 2,195.86 $ 13,380.88 $ 922.82 $ 394.96 $ 16,894.52 2029 $ 2,363.34 $ 13,221.68 $ 911.84 $ 402.86 $ 16,899.72 2030 $ 2,549.43 $ 13,050.34 $ 900.02 $ 410.92 $ 16,910.71 2031 $ 2,754.13 $ 12,865.50 $ 887.28 $ 419.13 $ 16,926.04 2032 $ 2,968.13 $ 12,665.83 $ 873.51 $ 427.52 $ 16,934.98 2033 $ 3,191.44 $ 12,450.64 $ 858.66 $ 436.07 $ 16,936.81 2034 $ 3,442.66 $ 12,219.26 $ 842.71 $ 444.79 $ 16,949.42 2035 $ 3,712.49 $ 11,969.67 $ 825.49 $ 453.68 $ 16,961.34 2036 $ 4,000.93 $ 11,700.51 $ 806.93 $ 462.76 $ 16,971.13 2037 $ 4,307.98 $ 11,410.44 $ 786.93 $ 472.01 $ 16,977.36 2038 $ 4,642.94 $ 11,098.12 $ 765.39 $ 481.45 $ 16,987.90 2039 $ 5,005.82 $ 10,761.50 $ 742.17 $ 491.08 $ 17,000.57 2040 $ 5,387.30 $ 10,398.58 $ 717.14 $ 500.90 $ 17,003.93 2041 $ 5,806.00 $ 10,008.00 $ 690.21 $ 510.92 $ 17,015.13 2042 $ 6,252.62 $ 9,587.07 $ 661.18 $ 521.14 $ 17,022.00 2043 $ 6,736.45 $ 9,133.75 $ 629.91 $ 531.56 $ 17,031.68 2044 $ 7,266.81 $ 8,645.36 $ 596.23 $ 542.20 $ 17,050.59 2045 $ 7,825.08 $ 8,118.52 $ 559.90 $ 553.04 $ 17,056.53 2046 $ 8,429.87 $ 7,551.20 $ 520.77 $ 564.10 $ 17,065.94 2047 $ 9,081.18 $ 6,940.03 $ 478.62 $ 575.38 $ 17,075.22 2048 $ 9,788.32 $ 6,281.65 $ 433.22 $ 586.89 $ 17,090.08 2049 $ 10,541.99 $ 5,571.99 $ 384.28 $ 598.63 $ 17,096.88 2050 $ 11,360.78 $ 4,807.70 $ 331.57 $ 610.60 $ 17,110.65 2051 $ 12,244.71 $ 3,984.04 $ 274.76 $ 622.81 $ 17,126.32 2052 $ 13,184.46 $ 3,096.30 $ 213.54 $ 635.27 $ 17,129.57 2053 $ 14,207.96 $ 2,140.43 $ 147.62 $ 647.97 $ 17,143.97 2054 $ 15,315.19 $ 1,110.35 $ 76.58 $ 660.93 $ 17,163.05 Total $ 192,761.11 $ 283,591.79 $ 18,714.72 $ 15,098.61 $ 510,166.23 Footnotes: [a] Interest is calculated at a 7.25%rate for illustrative purposes. [b]The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Annual Collection Costs, reserve fund requirements, interest earnings,or other available offsets could increase or decrease the amounts shown. Annual Installment Schedule to Notice of Obligation to Pay Improvement District Assessment * V nr� _ 4 WhitecaPublicp �,. ., � : _4 Improvement District #1 �V U S Cy • r� —►--' ` 7 7 Poo '785Z Development Master Plan UWTWE s, NV I\ s y • s a� a as�� � y�'� •!'� _ ° � .� i - ♦ •.� I°•tea 1 y .. \ ,r/�qq, KKa-o-•.y •••y. -r+ ,.1 ♦•. �• . ,f�'��.;, �_ a �`• • ]yam // �= ,5� J:i p e_ 1.I f_T^•���QQ�.111�•j' 4�SiEY� � a_o1w��s� 'O s • / 1 i L is \.. w \.\'• •.` > -• • 10� � 7s� �::7�•' .e:t A-T,r'�-+• S / � �,. ,�p/r„ �� '�1.�J ','�•1 �� �` �� FVr VRE DEVELOPMENT Owners of taxable real property within the proposed PID boundaries submit application for creation of PID to the City City Council adopts a resolution accepting the PID application and authorizes publication of notice of public hearing City publishes Notice of Public Hearing in newspaper Step 4 City Council conducts Public Hearing concerning creation of PID Step 5 City Council adopts a resolution creating the PID SteCity Council files a copy of the creation resolution with the County Clerk. Note that a ► ► PID is not a separate governmental entity;it is governed by the City Council SteCity Council adopts an ordinance approving the levy of assessments on the land within ► the PID Step : City Council adopts an ordinance approving a Service and Assessment Plan("SAP") SteApprove issuance of PID bonds for reimbursement of costs per the SAP for ► Improvement Area#1 3 Approve a resolution determining the costs of iJanua mprovements and approving a Preliminary 23 Service and Assessment Plan(PSAP)for Improvement Area#1 ActionsCompleted E-M Hold a public hearing, approve the Service and Febivaly Assessment plan (SAP),the developer ' reimbursement agreement, and levy an and assessment for Improvement Area#1 Next Steps M 11111116 Approve issuance of$20.7 million in PID bonds for reimbursement of costs per the SAP for Improvement Area#1 4 Common to All Improvements • Preserve - signage, lighting, hardscape, screening walls, trails, sidewalks, pathways, playgrounds, furnishings, irrigation systems and soft costs Improvement Area #1 Improvements Improvement _ • Streets- roadways, lighting, signage and soft costs Drainage - storm drainage improvements and soft costs Area #1 0 Water- improvements to provide water service to all lots in improvement Authorized area#1 including soft costs Improvements _ • Wastewater- improvements to provide wastewater service to all lots in improvement area#1 including soft costs • Bond Issuance Costs - debt service fund, capitalized interest, underwriters discount, and costs of issuance • Other Costs - deposit to the administrative fund amount necessary to fund the first year's annual collection costs PO Improvement Area #1 Win 6 Authorized Improvements Cost Preserve $3.2M Streets $17.1 M Drainage $1.6M Water $1.7M Wastewater $3.2M Soft Costs $3.4M Funding Community Amenities,Parks,&Landscaping $10.7M Information , / Debt Service Reserve $1.8M Cost of Issuance,Underwriter's Discount,Admin Fund $2.4M Total $45.IM Funding PID Bonds-Improvement Area#1 $20.7M Future Improvement Area $2.4M Developer Contribution $22.OM Total $45.1M • PID debt is non-recourse to the City. The bonds are backed only by the assessments on property within the PID. • All City costs incurred as a result of creating the PID (staff,legal, consultants, engineers, etc.) should be paid by the developer via a cash escrow deposit with the City and are ultimately reimbursable from bond proceeds when the bonds sell. Financial • The issuance of PID debt by the City does not reduce the City's bonding capacity. Implications • The City keeps all ad valorem and sales tax revenues. 'r the City • Ongoing administrative requirements are contracted to a third party, answering to the City,which is paid for by the PID assessments. • The City will employ the services of Bond Counsel,Financial Advisor, City Attorney, City PID Consultant, Professional Appraisal Firm and PID Administrator.All costs are reimbursed from PID bond proceeds or developer agreement. s Questions ? SC 0 U NOflPOflAT E� xss AGENDA MEMORANDUM Action Item for the City Council Meeting of October 15, 2024 DATE: October 15, 2024 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P.E., Director of Engineering Services 0effreye(u-)-cctexas.com (361) 826-3851 Nicholas Winkelmann, P.E., Director of Water Systems and Support Services nickwa-cctexas.com (361) 826-1796 Josh Chronley, CTCD, Assistant Director of Finance & Procurement 0oshc2Cu)-cctexas.com (361) 826-3169 Construction Contract Award Wesley Seale Dewatering System & Spillway Gates Rehabilitation CAPTION: Motion authorizing a construction contract to Zachry Construction Corporation, San Antonio, Texas, for the Wesley Seale Dewatering System & Spillway Gates Rehabilitation project in an amount not to exceed $25,493,495.00, located outside the City limits, with FY 2025 funding available from the Water CIP Capital Funds. SUMMARY: This motion approves a construction contract for the Wesley Seale Dewatering System &Spillway Gates Rehabilitation project. The project includes the replacement of equipment and infrastructure, and the installation of a new modern design of gates for the two spillways. Specifically, it provides for stoplogs and a deployment system for each gate to allow for dewatering and maintenance. BACKGROUND AND FINDINGS: Wesley E. Seale Dam located on the Nueces River in San Patricio and Jim Wells counties, approximately four miles southwest of Mathis, Texas, and 32 miles northwest of Corpus Christi, Texas. Lake Corpus Christi is a predominant water supply reservoir for the City of Corpus Christi. The original dam was designed by Ambursen Engineering Company and the construction was completed in 1958. Wesley E. Seale Dam is a 5,680-foot-long earth-fill dam with a structural height of 80 feet and a crest elevation of 106 feet, or 86 feet above the lowest foundation elevation. The dam consists of three earthen embankment sections, two 40-foot-high Ambursen flat-slab- and-buttress spillways that accommodate 60 crest gates, and an outlet works tower with seven sluice gates. The north (auxiliary) spillway is 1,320 feet long and 42 feet high, regulated by 33 crest gates with a crest elevation of 94.3 feet. The south (service) spillway is 1,120 feet long and 42 feet high, regulated by 27 crest gates The current infrastructure does not include a dewatering system, making it impossible to efficiently and effectively isolate each of the 60 gates for maintenance or evaluation. The proposed dewatering system includes two main features: a set of three individual stoplogs for isolating individual gates and a mobile gantry crane system used to deploy the logs. The new stoplogs will pin together and be lowered into place as a single unit by the traveling gantry crane. The gantry crane travels longitudinally across the length of the spillway to move, lift, and lower the stoplogs in front of any individual gate. The contract will also provide a stoplog deployment system at the 27 service spillway crest gates on the south spillway and the 33 auxiliary spillway crest gates on the north spillway. The proposed improvements will include two sets of stoplogs (six stoplogs total) for each spillway. This will allow the City to isolate two gates per spillway at any given time. The deployment system uses a gantry crane for each spillway to deploy the proposed stoplogs. The spillway bridge decks, gate piers, and concrete ogee crests will need to be modified to allow the deployment of stoplogs. The deck modifications will have two main components: the first being the installation of crane rails to enable the crane's travel along the length of the spillway. The crane rails will be bolted to the existing deck above the girders for the entire length of the spillways. The second component involves saw-cutting a portion of the center of the bridge deck to allow the stoplogs to be lowered into place in front of the gates. The open deck would be covered by aluminum grating during the dam's regular operation, which could be lifted out of the way for stoplog movement and deployment. The pier modifications will consist of a guide channel bolted along the pier faces to provide a slot for the stoplogs to be lowered into. A new stainless steel sealing plate will be installed along the ogee crest for the bottom stoplog to seal against. The contractor will procure two new crest gates and replace two existing gates in the south spillway. The design of the new gates maintains a configuration similar to the existing gates to retain the current weight distribution and ensure compatibility with the existing hoists. The new gates will be fabricated from Grade 50 structural steel and generally have the same sizes as the existing gates, with modern sections for each component. The new gates were designed per United States Army Corps of Engineers (USACE) guidelines. The existing two gates will be removed from the dam and abrasion blasted to near-white metal for closer inspection. The evaluation will include an assessment of the structural capacity of the existing gate components compared to current design standards and an OPCC for rehabilitation versus full replacement. The evaluation will provide information to allow the City to select its preferred strategies for replacing the remaining 58 gates. PROJECT TIMELINE: 2022 - 2024 20241 1 April - February A M J FJ A October - September Design Bid/Award Construction Project schedule reflects City Council award in October 2024 with anticipated completion by September 2027. COMPETITIVE SOLICITATION PROCESS On June 24, 2024, the Contracts and Procurement Department issued a Request for Bids with the RFB number 5920 for the Wesley Seale Dewatering System & Spillway Gates Rehabilitation project. On August 28, 2024 City received bids from two bidders. The city analyzed the bids in accordance with the contract documents and determined Zachry Construction Corporation 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 Zachry Construction Corporation $25,493,495.00 Orion Construction, LLC $30,254,800.00 Engineer's Opinion of Probable Construction Cost $22,938,699.00 Zachry Construction Corporation. is a privately owned construction company headquartered in San Antonio, Texas that started in 1924 and specializes in the construction of large, technically unique projects. Zachary Construction provided the appropriate bid bonds and supporting documentation which was reviewed to show that they are in sound standing. Zachry Construction Corporation., has not yet constructed any projects for the City of Corpus Christi. Zachry Construction Corporation has experience with similar job at Lake Dunlap in New Braunfels which is a reservoir for the Guadalupe River, completed several projects for Harris County (Houston), Nueces County (US 77) Driscoll —TXDOT project, Jim Wells County: Premont by-pass (US —281), and Colorado County (Colorado River) in Columbus which is located west of Houston. ALTERNATIVES: The alternative is not to award the construction contract to the low bidder, Zachry Construction Corporation. This will make the City non complaint with the TCEQ permit and will have to be addressed at the earliest. This would also delay the needed improvements and will result in more costly maintenance. FISCAL IMPACT: The total fiscal impact for this project is an amount of$25,493,495.00. The fiscal impact for the FY25 is an amount of $15,000,00.00 with funding available from the Water Capital Funds. The remaining amount of $10,493,495.00 is scheduled for FY26 per the Capital Improvement Plan. The additional $493,495.00 is coming from the savings seen as a result of the bids from Project 21039 Nueces Bay Blvd & Poth Lane. FUNDING DETAIL: Fund: Water 2024 CIP (Fund 4491) Department: Water (45) Organization: Grants & Capital Projects Funds (89) Project: Wesley Seale Dewatering System & Spillway Gates Rehabilitation (Project No. 22023) Account: Construction (550910) Activity: 22023-4491-EXP Amount: $15,000,000.00 Year 1 (FY25): $ 15,000,000.00 Year 2 (FY26): $ 10,493,495.00 Total: $ 25,493,495.00 RECOMMENDATION: Staff recommends awarding the construction contract for the Wesley Seale Dewatering System & Spillway Gates Rehabilitation project to Zachry Construction Corporation., in the amount of $25,493,495.00. The construction duration is planned for 35 months from issuance of the Notice to Proceed to begin construction in October 2024. LIST OF SUPPORTING DOCUMENTS: Agenda Memo Bid Tabs CIP Page Location & Vicinity Maps PowerPoint Presentation COF Bid Tab-RFB 5920 Wesley Seale Dam Dewatering Syrtem and Spillway Gates RE • • . Al Mobilization(5%Max) LS 1 $1,210,000.00 $1,210,000.00 $1,380,000.00 $1,390,000.00 A2 Bonds and Insurance(All—.—,2%Max) LS 1 $495,000.00 $485,000.00 $550,000.00 $550,000.00 A3 Temporary Construction Dewatering Syrtem LS 1 $3,086,000.00 $3,086,000.00 $4,280,000.00 $4,280,000.00 A4 Care of Water During Construction LS 1 $323,200.00 $323,200.00 $160,000.00 $160,000.00 AS Standby Time DAY 20 $17,000.00 $340,000.00 $4,000.00 $80,000.00 A6 Ferrous Debris Removal LS 1 $46,500.00 $46,500.00 $20,000.00 $20,000.00 sub Totals $5,490,700.Dq..— $6,470,000.00 B1 •Dewatering-Bridge Deck Removal EA 27 $8,857.00 $239,139.00 $23,500.00 $634,500.00 B2 Dewatering-Bndge Deck Aluminum Grating SF 3300 $466.00 $1,537,800.00 $350.00 $1,155,000.00 B3 Dewatering-Bndge Deck Gantry Crane Rail LF 1080 $937.00 $1,011,960.00 $790.00 $853,200.00 B4 Dewatering-Dewatering Crest Modifications EA 27 $47,837.00 $1,291,599.00 $116,000.00 $3,132,000.00 B5 Dewatering-GuideChannel Assemblyand Pier Modifications EA 27 $134,703.00 $3,636,981.00 $226,800.00 $6,123,600.00 B6 Dewa—mg-Outlet Tower Wall and Slab Demo LS 1 $42,500.00 $42,500.00 $10,500.00 $10,500.00 B7 Dewatering-New Outlet Tower Wall and Corbels LS 1 $46,700.00 $46,700.00 $38,000.00 $38,000.00 B8 Dewatering-Outlet Tower Personnel Platform LS 1 $88,800.00 $88,800.00 $67,000.00 $67,000.00 B9 Dewatering-Removable Stairs at Outlet Tower LS 1 $30,900.00 $30,900.00 $54,000.00 $54,000.00 Dewatering-Shop Drawings for Stoplogs and Deployment BSO Syrtem LS 1 $150,000.00 $150,000.00 $86,000.00 $86,000.00 BSl Dewatering-Fabricate New Stoplogs EA 6 $374,070.00 $2,244,420.00 $417,000.00 $2,502,000.00 B12 Dewatering-Gantry Crane Syrtem Fabncation LS 1 $3,174,000.00 $3,174,000.00 $1,619,000.00 $1,619,000.00 Dewatering-Gantry Crane Syrtem Installation and B13 Commissioning LS 1 $167,100.00 $167,100.00 $85,000.00 $85,000.00 B14 Dewatering-Electrical Modifications LS 1 $400,000.00 $400,000.00 $300,000.00 $300,000.00 B15 Gates-Removal and T—p—tion of Existing Crest Gates EA 2 $38,026.00 $76,052.00 $270,000.00 $540,000.00 Gates-Existing Gate Surface Preparation Abasive Blast 816 Condition EA 2 $26,976.00 $53,952.00 $10,600.00 $21,200.00 B17 Gates-Priming of Existing Gates EA 2 $133,007.00 $266,014.00 $16,600.00 $33,200.00 B18 Gates-Gate Crest Modifications EA 2 $87,247.00 $174,494.00 $37,800.00 $75,600.00 B19 Gates-Shop Drawings for New Crest Gates and Gate Arms LS 1 $150,000.00 $150,000.00 $100,000.00 $100,000.00 B20 Gates-Fabncation of New Crest Gates and Gate Arms EA 2 $815,038.00 $1,630,076.00 $715,000.00 $1,430,000.00 Gates-Installation and Testing of New Crest Gates and Gate B21 Arms EA 2 $89,582.00 $179,164.00 $410,000.00 $820,000.00 B22 Gates-Painting of New Crest Gates and Gate Arms EA 2 $9,310.00 $19,620.00 $30,000.00 $60,000.00 Gates-Erect and Remove Temporary Containment for Seal B23 Plate Coating EA 2 $65,875.00 $131,750.00 $45,000.00 $90,000.00 B24 Gates-Abmive Blast and Recoat Embedded Side Seal Plates EA 2 $49,302.00 $98,604.00 $26,000.00 $52,000.00 B25 Gates-Fabrication and Installation of New Gate Seal Blocks EA 4 $14,157.00 $56,629.00 $45,000.00 $180,000.00 B26 Gates-Refurbish Gate Hoists EA 2 $98,953.00 $197,906.00 $75,000.00 $150,000.00 B27 Gates-Abrasive Blast and Recoat Existing Gate Guards EA 4 $50,743.00 $202,972.00 $23,000.00 $92,000.00 B28 Gates-Verification Testing of Existing Hinge Anchorage EA 56 $8,119.00 $454,664.00 $22,000.00 $1,232,000.00 Sub Totals $17,752,795.00 $21,534,900.00 Cl Concrete Spall Repair LS 1 $250,000.00 $250,000.00 $250,000.00 $250,000.00 C2 Allowance for Unanticipated Work IS 1 $2,000,000.00 $2,000,000.00 $2,000,000.00 $2,000,000.00 Sub Totals $2,250,000.00 $2,250,000.00 Grand Total $25,493,495.00 $30,254,800.00 Capital Improvement Plan 2025 thru 2027 City of Corpus Christi, Texas Project# 22023 Project Name Wesley Seale Dam Dewatering/Spillway Gate Rehab -���- - `•'" '"' Type Reconditioning-Asset Department Water Useful Life 40 years Contact Director of Water Utilities 'i` i 1"H Category Water Sources Priority Priority Level 1 Council District Outside City Limits Status Active +r Description The Wesley Seale Dam was built in 1957.This project provides a new dewatering system at Wesley Seale Dam,it will protect the integrity of Wesley Seale Dam system,to provide for proper inspection and maintenance of crest gates and seals pursuant to TCEQ reporting requirements. This project will also provide for necessary improvements to the gates including seal replacement,miscellaneous structural repairs,full gate reconstruction and application of a protective coating system for new gates.The gate reconstruction will be completed in 6 phases.This project continues into the long-range plan. Justification Wesley Seale Dam has 60 crest gates located in two separate spillways:south spillway includes 27 gates and north spillway includes 33 gates. The crest gates are critical infrastructure holding the top 6 feet of water supply in Lake Corpus Christi.Over the years,leakage from side seals has increased and become significant at several gates.Water flow from excessive leakage damages concrete and encourages algae and other vegetative growth.This leads to corrosion issues on gates,metal appurtenances and reinforcing steel. Expenditures Prior Years 2025 2026 2027 Total Construction/Rehab 5,000,000 10,000,000 10,000,000 25,000,000 Design 2,049,034 2,049,034 Eng,Admin Reimbursements 709,900 300,000 300,000 1,309,900 Total 7,758,934 10,300,000 10,300,000 28,358,934 Funding Sources Prior Years 2025 2026 2027 Total Revenue Bonds 7,758,934 10,300,000 10,300,000 28,358,934 Total 7,758,934 10,300,000 10,300,000 28,358,934 Budget Impact/Other 71 This project will ensure functionality and extend the life span of the Dam system,improve efficiency of operation,maintain regulatory compliance,and lower overall operation and maintenance costs. 339 LOCATION NOT TO SCALE Ar r • • PROJECT LOCATIONkill]0]on 11L WESLEY E. SEALE DAM r� 40 4.4 �t�a - . � � '.'/ tit wrN. - • r . � ` _ � �� •� � ^,, •�,•p.�, "'✓ dip • • • -• 22023 WESLEY E. ALE CITY aP"S cy COUNCIL EXHIBIT 4' DEPARTMENTDEWATERING SYSTEM & CITY OF CORPUS CHRISTI,TEXAS SPILLWAY GATES REHABILITATION o y ��652 About Projects Commitment Doing Work With Zachry Careers PRESS RELEASE May 21, 2024 Press Release: Zachry Corporation Clarifies No Involvement in Recent Chapter 11 Filing Media Contacts: Zachry Holdings,Inc. mediagzachrygroup.com Zachry Corporation I publia.offairs zachrycorp.com Zachry Corporation Clarifies No Involvement in Recent Chapter 11 Filing SAN ANTONIO,TX(May 21,2024)-Zachry Corporation wishes to address and clarify recent reports regarding a Chapter 11 bankruptcy filing by a similarly named entity,Zachry Holdings,Inc.and certain of its subsidiaries. Starting In 2008,the Zachry organization was realigned into two separate and unaffiliated business entities,Zachry Corporation,led by David Zachry,and Zachry Holdings,Inc.,led by John Zachry. We arc;aware that Zachry Holdings,Inc.and cortoin of its subsidiaries havo initiatod a voluntary court-supervised Chapter 11 process. This process is entirely unrelated to operotions at Zochry Corporation and its family of companies including Zachry Construction Corporation,Zachry Undarground and Utility Services, Capitol Aggregates,Zachry Hospitality,Zachry Hotels,or any of Its other companies,and has no impact on our business. Vde understand the similarity in company names may cause confusion,but we want to make it clear that Zachry Corporation and its family of companies are not involved in any Chapter 11 bankruptcy proceedings,"said Tara Snowden,vice president of public and government affairs. Vde want to assure our stakeholders,Including team members,customers,and partners,that our companies are financially healthy,and our operations are stable.We appreciate the continued support and trust of our stakeholders." Whilu wo may be Icgolly scparata,thu people of Zachry Holdings rumor our family and friands. We share a history,a set of values,and are proud of their conduct and commitment to integrity" said David Zachry,president and CEO.`Vde send our kindest thoughts and best wishes to Zochry Holdings,its amployccs,retirees and stakeholders as thay novigata this challanging tima and prepare for a very bright future." Wesley Seale Dewatering Spillway Gates Rehabilitation �m M nil O's ME112 ,.�, Wesley Seale Dam • Located 32 miles northwest of Corpus Christi on the Nueces River, approximately four miles southwest of Mathis • Construction completed and began to impound water in 1958 • 5,680 feet long . .— • Structural height is 80 feet with dam crest elevation at 106 feet • The north spillway is regulated by 33 crest gates, and the south spillway is �: regulated by 27 crest gates CCwy2 Wesley Seale Dam • All gates and hinges are original • Current infrastructure does not include a dewatering system, making it impossible to efficiently and effectively isolate each of the 60 crest gates for maintenance or evaluation • The gates were last rehabilitated in 1999 • During the last rehabilitation, temporary steel bulkheads were utilized while each gate was removed • This process allowed for water to pass through as it was not fully controlled - • It is best practice to rehabilitate gates every 15 to 20 years r� Dewatering System Includes two main features: • A set of three individual stoplogs for isolating each individual gates • Mobile gantry crane system used to deploy the logs • The new stoplogs will pin together and be lowered into place as a single unit by the traveling gantry crane • The gantry crane travels longitudinally across the length of the spillway to move, lift, and lower the stoplogs in front of any individual gate - 1 CCw 4 Spillway Gates Replacement of two existing crest gates in the south spillway: • New crest gates will be fabricated and designed per United States Army Corps of Engineers (USACE) guidelines y • Existing two crest gates will be removed from the dam for inspection and evaluation • The evaluation includes an assessment of the structural capacity of the existing crest gate components compared to current design standards p" � 94 gOgg f , • The evaluation will provide information to allow the City to select its preferred strategies for rehabilitating/replacing the remaining crest gates CCw 5 Competitive Solicitation and Bid LJ BID SUMMARY CONTRACTORBASE BID Zachry Construction Corporation 2330 North 1604 Loop West 11 San Antonio, TX 78248 Orion Construction, LLC 4440 Hwy 225, Ste 180 $30,254,800.00 Dear Park, TX 77536 Engineer's Opinion of Probable ,, 8 ••• 11 Construction Cost Project cost $25,493,495.00 111 11 11 from the Water CapitalFunds o Additional $49 4• 11 from CIP project savin• CLW • Staff Recommendation • Staff recommends awarding the construction contract for the Wesley Seale Dewatering System and Spillway Gates Rehabilitation project to Zachry Construction Corporation in the amount of $25,493,495.00 • Construction duration is planned for 35 months from issuance of the Notice to Proceed to begin construction in October 2024 April - February A I M I J I J I A October - September Design Bid/Award Construction CCWW 7 Thank you ! Corpus risti Water- 'rVCh erving the Coastal Bend