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Agenda Packet City Council - 12/03/2024
Cityof Corpus Christi 1201 Leopard Street Corpus Christi,TX 78401 cctexas.com Meeting Agenda Final-revised City Council Tuesday, December 3,2024 11:30 AM Council Chambers Addendums may be added on Friday. Public Notice: Persons with disabilities who plan to attend this meeting and who may need auxiliary aids or services are requested to contact the City Secretary's office (at 361-826-3105) at least 48 hours in advance so that appropriate arrangements can be made. Si Usted desea dirigirse al Concilio y cree que su ingles es limitado, habra un interprete ingles-espanol en todas las juntas del Concilio para ayudarle. This meeting may be held via videoconference call pursuant to Texas Government Code § 551.127. If this meeting is held via videoconference call or other remote method of meeting, then a member of this governmental body presiding over this meeting will be physically present at the location of this meeting unless this meeting is held pursuant to Texas Government Code § 551.125 due to an emergency or other public necessity pursuant to Texas Government Code § 551.045. A. Mayor Paulette Guajardo to call the meeting to order. B. Invocation to be given by Pastor Don Leavell with Corpus Christi Christian Fellowship. C. Pledge of Allegiance to the Flag of the United States and to the Texas Flag to be led by Mariah Grimaldo, 12th grader from Premier High. D. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. E. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: (ITEM 1) 1. 24-1994 Recognition of Corpus Christi Fire Marshall Randy Paige City of Corpus Christi Page 1 Printed on 121412024 City Council Meeting Agenda-Final-revised December 3,2024 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: (NONE) 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. 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 2 - 31) NOTICE TO THE PUBLIC: The following items are consent motions, resolutions, and ordinances of a routine or administrative nature. The Council has been furnished with background and support material on each item, and/or it has been discussed at a previous meeting. All items will be acted upon by one vote without being discussed separately unless requested by a Council Member or a citizen, in which event the item or items will immediately be withdrawn for individual consideration in its normal sequence after the items not requiring separate discussion have been acted upon. The remaining items will be adopted by one vote. 2. 24-1954 Approval of the November 19, 2024 Regular Meeting Minutes Sponsors: City Secretary's Office Consent- Second Reading Ordinances 3. 24-1803 Ordinance amending the FY2024 - 2025 Capital Budget to include Bond 2024 Propositions A, B, C and D; appropriating $140,411,197 to the City of Corpus Christi Page 2 Printed on 121412024 City Council Meeting Agenda-Final-revised December 3,2024 Capital Budget, and amending the Capital Improvement Program by adding 38 Bond 2024 Program projects. (6 votes required) sponsors: Office of Management and Budget 4. 24-1822 Ordinance authorizing execution of an assignment for the remaining year of the 5-year ground lease with Haas-Anderson Construction, Ltd. to Longyards Development LLC for 3.89-acres out of a 25.06-acre tract formerly known as the Hala Pit Landfill located next to the City of Corpus Christi Vehicle Impound Yard on Greenwood Drive in the amount of $9,600.00 per year from October 1, 2024, to September 30, 2025; and authorizing a new 5-year lease with Longyards Development LLC for a fee of$10,000.00 per year from October 1, 2025 to September 30, 2030. (6 votes required) sponsors: Engineering Services 5. 24-1794 Ordinance approving Addendum No. 1 to Lease Agreement with Corpus Christi Baseball Club, L.P., providing for Type A funding in an amount not to exceed $137,260.00 on a reimbursement basis to make certain capital improvements to the Whataburger Field property in accordance with Major League Baseball Requirements, as approved by the Type A Board on October 21, 2024. (6 votes required) sponsors: Economic Development Consent- Contracts and Procurement 6. 24-1679 Resolution authorizing the purchase of three replacement 2025 Ford F-450 regular cab ambulance chassis from Silsbee Ford, of Silsbee, Texas, through the TIPS Cooperative for the Corpus Christi Fire Department in the amount of$213,629.79 and one replacement 2024 Caterpillar AP1000 Paver from Holt Cat Company, of Corpus Christi, Texas, through the Sourcewell Cooperative for the Public Works Department in the amount of $619,778.96, for a total combined amount of$833,408.75, with FY 2025 funding in the amount of$619,778.96 from the Fleet Equipment Replacement Fund and $213,629.79 from the General Fund. (6 votes required) sponsors: Asset Management Department and Finance & Procurement 7. 24-1633 Motion authorizing execution of a 32-month cooperative service agreement with Frazer, LTD., of Alvin, Texas, through the BuyBoard Cooperative, in an amount not to exceed $865,652.00 for the upfitting and installation of parts and equipment on three replacement F-450 medic units for the Fire Department, with FY 2025 funding from the General Fund and the Vehicle Equipment Replacement Fund. (6 votes required) sponsors: Fire Department and Finance & Procurement 8. 24-1591 Motion authorizing execution of a one-year supply agreement, with two one-year options, with Quality Readymix, LTD. LLP, of Corpus Christi in an City of Corpus Christi Page 3 Printed on 121412024 City Council Meeting Agenda-Final-revised December 3,2024 amount up to $331,800.00, with a potential amount up to $995,400.00 if options are exercised, for the purchase of concrete ready mix utilized by the Public Works Department, with FY 2025 funding in the Storm Water Fund. (6 votes required) Sponsors: Public Works/Street Department and Finance &Procurement Consent- Capital Projects 9. 24-1779 Resolution authorizing the approval of Change Order No. 1 with GFL Environmental Services USA, Inc., of Raleigh, North Carolina, for the ONS WTP Pre-Sedimentation Basin Dredging Project, in the amount of $5,000,000.00, for a total amount not to exceed $13,757,565.00, with FY 2025 funding available from the Water Capital Fund. (6 votes required) Sponsors: Corpus Christi Water, Engineering Services and Contracts and Procurement 10. 24-1818 Motion authorizing a construction contract with Mor-Will, LLC, Mission, TX, for the State Highway 286 Water Line Replacement in an amount not to exceed $8,296,534.92, located in Council District 5, with FY 2025 funding available from the Water Capital Fund. (6 votes required) Sponsors: Corpus Christi Water, Engineering Services and Contracts and Procurement 11. 24-1911 Motion authorizing a construction contract with MAX Underground Construction, LLC from Corpus Christi, Texas, for the reconstruction of Timbergate Drive from Snowgoose Road to Staples Street with new asphalt pavement, sidewalks, curbs and gutters, ADA-compliant curb ramps, signage, pavement markings, upgraded street illumination, and utility improvements in an amount not to exceed $4,730,195.89, located in Council District 5 with FY 2025 funding available from the Street Bond 2022, Storm Water, Water, Wastewater, and Gas Funds. (6 votes required) Sponsors: Public Works/Street Department, Engineering Services and Contracts and Procurement 12. 24-1914 Motion to award a Master Services Agreement for professional engineering services to KSA Engineers Inc. for planning, architectural, and professional engineering services at the Corpus Christi International Airport, in an amount not to exceed $7,500,000.00 over a five-year term, with FY 2025 funding available from the Airport Fund 4610 and other grant-funded accounts based on specific project eligibility. (6 votes required) Sponsors: Aviation Department, Engineering Services and Contracts and Procurement General Consent Items 13. 24-1972 A resolution relating to establishing the city's intention to reimburse itself City of Corpus Christi Page 4 Printed on 121412024 City Council Meeting Agenda-Final-revised December 3,2024 for the prior lawful expenditure of funds relating to any capital expenditures from the proceeds of one or more series of tax-exempt or taxable obligations to be issued by the city in an aggregate amount not to exceed $693,000,000 for authorized purposes, consisting of an amount not to exceed $175,000,000 for expenses related to projects approved by the voters at the 2024 bond election, and an amount not to exceed $518,000,000 for expenses related to projects approved by the city council through the adoption of the fiscal year 2024-2025 operating and capital budget; authorizing other matters incident and related thereto; and providing an effective date. sponsors: Finance &Procurement 14. 24-1912 Resolution authorizing the submission of a grant application to the Texas Commission on Environmental Quality for the 2024 Local Emergency Planning Committee Grant Program in the amount of$44,965.02 for the purchase of marketing supplies, Hazmat equipment, and training for the City of Corpus Christi-Nueces County Local Emergency Planning Committee and the Corpus Christi Fire Department Hazardous Material Response Team. sponsors: Fire Department 15. 24-1931 Resolution authorizing the submission of a grant application in the amount of$10,351.65 to Flint Hills Resources for the 2024 Helping Heroes Grant Program for funding for the purchase of seven replacement hazardous gas detection sensors for the Corpus Christi Fire Department. sponsors: Fire Department 16. 24-1589 Resolution authorizing the submission of a grant application to the Gulf of Mexico Alliance for the 2024 Gulf Star Program Grant in the amount of $29,804.00 for 13 new L3Harris inter-operational radios and related accessories for the Corpus Christi Fire Department's Office of Emergency Management. sponsors: Fire Department 17. 24-1922 Resolution adopting the City of Corpus Christi's Legislative Agenda for Federal Legislative Priorities for the 119th U.S. Congress. sponsors: Intergovernmental Relations 18. 24-1970 Resolution Adopting the City of Corpus Christi's State Legislative Agenda for the 89th Texas Legislature sponsors: Intergovernmental Relations 19. 24-1776 Resolution authorizing a third amendment to the Interlocal Cooperation Agreement with Texas A&M University-Corpus Christi (TAMUCC) for air quality monitoring service to add $42,402.63 with funding available from the Health Grants Fund. (6 votes required) sponsors: Health Department City of Corpus Christi Page 5 Printed on 121412024 City Council Meeting Agenda-Final-revised December 3,2024 20. 24-1953 Resolution approving an interlocal agreement with the Port of Corpus Christi Authority relating to Port of Corpus Christi Authority land in industrial districts. (6 votes required) sponsors: City Manager's Office and Legal Department Consent-First Reading Ordinances 21. 24-1949 Ordinance annexing land located within Industrial District No. 1 into the territorial limits of the City of Corpus Christi; annexing land located within Industrial District No. 2 into the territorial limits of the City of Corpus Christi; adopting a service plan; establishing initial zoning of IH Heavy Industrial for newly annexed property; and providing City Secretary notification. sponsors: Planning and Community Development Department 22. 24-1948 Ordinance disannexing approximately 15.4 acres of land at or near Nueces Bay Boulevard and Broadway Street. sponsors: Planning and Community Development Department 23. 24-1974 One-reading Ordinance 1) Rejecting the requested assignment from Air Products to HEP Javelina SMR of the current Chapter 380 Incentive Agreement; 2) Declaring that the current Chapter 380 Incentive Agreement terminates on Dec. 31, 2024 pursuant to Article VI, Section 6.01 of the 380 Incentive Agreement; and 3) Authorizing the execution of a new Chapter 380 Incentive Agreement with the existing owner and/or new owner, HEP Javelina SMR LLC, to provide a rebate of 25.5 % of the ad valorem taxes payable to the City on the Hydrogen Steam Methane Reformer Facility to match the amount payable on improvements under the new Industrial District Agreement of the City. (6 votes required) sponsors: Economic Development 24. 24-1795 Ordinance authorizing the acceptance of two grants totaling $215,009.32 from the Texas Office of the Governor-Homeland Security Grant Division for the State Homeland Security Program for the purchase of one additional 2025 Ford F-450 Police response vehicle and one replacement Spartan Robot for the Corpus Christi Police Department's Bomb Squad; and appropriating $215,009.32 in the FY 2025 Fire Grants Fund. (6 votes required) sponsors: Fire Department 25. 24-1789 Ordinance appropriating $61,372 in the Health Grant Fund for an increase in the STD/HIV-DIS Prevention Services Program Grant from the Department of State Health Services (DSHS) to provide STD/HIV prevention and control services during Calendar Year 2025 for a grant period of January 1, 2025, through July 31, 2025, and authorizing one existing FTE funded by this grant. (6 votes required) sponsors: Health Department City of Corpus Christi Page 6 Printed on 121412024 City Council Meeting Agenda-Final-revised December 3,2024 26. 24-1206 Ordinance appropriating $1,322,471.00 in the Health Grant Fund for an increase in the Infectious Disease Prevention and Control Unit - Grant Program from the Texas Department of State Health Services (DSHS) to provide epidemiologic and surveillance response activities and laboratory response network activities by funding 3 existing full time employee Epidemiologist positions through July 31, 2026. (6 votes required) Sponsors: Health Department 27. 24-1608 Ordinance authorizing three Airline Use and Lease Agreements with (1) United Airlines, (2) Southwest Airlines, and (3) American Airlines, each of which has a three-year term with a mutual agreement option to renew for a period of two two-year options. (6 votes required) Sponsors: Aviation Department 28. 24-1618 Ordinance authorizing three concession and lease agreements with (1) EAN Holdings, LLC dba Alamo Rent a Car, Enterprise Rent-A-Car and National Car Rental; (2) AVIS Budget Car Rental, LLC dba Avis, Budget& Payless; and (3) The Hertz Corporation dba Hertz, Dollar Rent A Car and Thrifty Car Rental for on-airport rental car services, each of which has a five-year term and two one-year options, in consideration of 11% of annual gross revenues or a minimum annual guarantee, whichever is greater. (6 votes required) Sponsors: Aviation Department and Finance &Procurement 29. 24-1880 Ordinance approving amendment to the Tax Increment Reinvestment Zone No. 2 operating budget for the Briscoe King Pavilion Project; increasing funds in the amount of$1,911,385.00 for needed improvements and renovation to the existing Briscoe King Pavilion facility; appropriating $1,911,385.00 from the unreserved balance of the Tax Increment Reinvestment Zone No. 2 Fund; and amending the FY 2025 Operating Budget. (6 votes required) Sponsors: Office of Management and Budget 30. 24-1857 Ordinance amending Corpus Christi Code Section 14-552 to establish specific slope and retaining wall requirements for new construction on Padre Island and Mustang Island; and providing for a penalty not to exceed $500 and publication. Sponsors: Development Services 31. 24-1959 Ordinance authorizing a Coastal Erosion Planning and Response Act Project Cooperation Agreement with the Texas General Land Office and a matching grant allocation of$820,000.00 to mitigate shoreline erosion of public parks along the Corpus Christi Bay; appropriating $820,000.00 from the unreserved balance of the Type B Fund; and amending the FY 2025 Operating Budget. (6 votes required) Sponsors: Parks and Recreation Department, Economic Development and City of Corpus Christi Page 7 Printed on 121412024 City Council Meeting Agenda-Final-revised December 3,2024 Engineering Services K. RECESS FOR LUNCH The City Council will take a lunch break at approximately 1:30 p.m. L. PUBLIC HEARINGS: (ITEMS 32 - 33) The following items are public hearings and public hearings with first reading ordinances. Each item will be considered individually. 32. 24-1885 Public Hearing for the adoption of a new Bayside Area Development Plan, an element of the City's Comprehensive Plan, rescinding the former Southeast Area Development Plan; and amending conflicting plans. sponsors: Planning and Community Development Department 33. 24-1962 Public Hearing concerning the creation of the Mirabella Public Improvement District (PID), pursuant to the provisions of chapter 372 of the Texas local government code Consideration and approval of a resolution by the city council of the City of Corpus Christi, Texas authorizing the creation of the Mirabella Public Improvement District (PID); resolving other matters incident and related thereto; and providing an effective date. sponsors: Economic Development M. INDIVIDUAL CONSIDERATION ITEMS: (ITEMS 34 - 37) The following items are motions, resolutions or ordinances that may be considered and voted on individually. 34. 24-1947 Motion authorizing a construction contract to KJM Commercial, Inc. dba Victory Building Team, Corpus Christi, Texas, for the City of Corpus Christi Northwest Police Substation in District 1, in an amount not to exceed $5,990,000.00, with FY 2025 funding available from the Bond 2024 Police Department Fund. (6 Votes Required) sponsors: Police Department, Engineering Services and Contracts and Procurement 35. 24-1924 Ordinance amending Ordinance No. 032481 to adjust and reallocate use of funding from the American Rescue Plan Act (ARPA) as follows: Citywide Waterline Replacement $30,000,000.00; Citywide Wastewater Lift Station Upgrades $18,400,000.00; Citywide Stormwater Improvements $10,000,000.00; North Beach Drainage Improvements $1,254,480.00; Construction of Fire Station #3 $4,050,000.00; Police and Fire Services $3,819,106.00; Downtown Outdoor Dining Development $26,414.00; and administrative grant support $3,894.00; appropriating $218,106.00 in estimated ARPA interest income; and amending the FY 2025 Operating and Capital Budgets to account for the necessary changes in ARPA funding and approved projects. sponsors: Finance &Procurement 36. 24-1913 Motion awarding a construction contract to Gourley Contractors, LLC for City of Corpus Christi Page 8 Printed on 121412024 City Council Meeting Agenda-Final-revised December 3,2024 the Cole Park Plaza Shade Structure project in an amount not to exceed $689,934.28 for the Cole Park improvements, located in Council District 1, with FY 2025 funding available from the Parks Capital Fund. (6 votes required) Sponsors: Parks and Recreation Department, Engineering Services and Contracts and Procurement 37. 24-1915 Motion awarding a construction contract to Marshall Company Ltd, Corpus Christi, TX, for the Sherrill Park Military Monument project in an amount not to exceed $715,100.00 for the transportation and installation of a U.S Army Bell Huey Helicopter, located in Council District 1 with FY 2025 funding available from the Bond 2024 Parks Fund. (6 votes required) Sponsors: Parks and Recreation Department, Engineering Services and Contracts and Procurement N. EXECUTIVE SESSION: (ITEMS 38 -39) 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. 38. 24-1955 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, authorizing preparation of service plans for areas to be considered for annexation, and authorizing professional services agreements and amendments thereto with attorneys, engineers, and other consultants involved in the aforementioned actions. 39. 24-1956 Executive Session pursuant to Texas Gov't Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to the cases of Graham City of Corpus Christi Page 9 Printed on 121412024 City Council Meeting Agenda-Final-revised December 3,2024 Construction Services, Inc. v. City of Corpus Christi, Xylem Water Solutions and Atlas Copco Compressors v. Carollo Engineers, PC, Travelers Casualty and Surety Company, Control Panels USA, Inc. and Fluid Components International LLC, and City of Corpus Christi v. Carollo Engineers, P.C., including potential consideration of settlement offers and/or fees for attorneys, engineers, other expert witnesses assisting in this case, deposition fees, and court costs, and updates on litigation in other cases. O. ADJOURNMENT City of Corpus Christi Page 10 Printed on 121412024 Cityof Corpus Christi 1201 Leopard Street F' Corpus Christi,TX 78401 rGr' cctexas.com Meeting Minutes City Council Tuesday, November 19,2024 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 11:31 a.m. B. Invocation to be given by Pastor Greg Hood with REACH Ministries. Pastor Greg Hood with REACH Ministries gave the invocation. C. Pledge of Allegiance to the Flag of the United States and to the Texas Flag to be led by Anthony Castaneda, 12th grader from St. John Paul II High School. Anthony Castaneda, 12th grader from St. John Paul II 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 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: (ITEM 1) 1. 24-1906 Overview of City's New Police Training Academy and Ribbon Cutting Ceremony on Thursday, November 21, 2024 City Manager Peter Zanoni presented information on the following topics: police training academy; a look inside the academy; and ribbon cutting ceremony. City Manager Zanoni introduced the cadets of the 84th Academy and recognized the President of Corpus Christi Police Officers Association Scott Leeton for his partnership. City of Corpus Christi Page 1 Printed on 1112112024 City Council Meeting Minutes November 19,2024 F. PUBLIC COMMENT Mayor Guajardo opened public comment. John Weber, Corpus Christi, TX, presented information about statement of facts and about a water conservation and drought contingency plan. Joan Carrillo, Corpus Christi, TX, spoke about the placement of books in public libraries. Susie Luna Saldana and Mark Muenster, Corpus Christi, TX, expressed concern about the stage 3 drought restrictions. Aislu Engelke, Corpus Christi, TX, presented information about an atmospheric water generator. Bob Catalano, Corpus Christi, TX, spoke in support of the new police cadets and concern about the high tides on North Beach. Adam Rios, Corpus Christi, TX, spoke about civil discourse. The following citizens spoke in support of Alice Upshaw-Hawkins maintaining her position on the Library Board: Nancy Vera, Corpus Christi, TX, Deanna King, Corpus Christi, TX, and Peggy Duran, Corpus Christi, TX. The following citizen submitted a written public comment which is attached to the minutes: John Weber, Corpus Christi, TX. G. SPECIAL CONSIDERATION ITEMS: (ITEMS 2 - 3) 2. 24-1761 One-reading Ordinance canvassing returns and declaring the results of the General Election held on November 5, 2024, in the City of Corpus Christi for the purpose of electing the Mayor and eight Council Members; and of the Special Elections on that same date for the adoption of six propositions. Mayor Guajardo referred to Item 2. Mayor Guajardo read the results of the General Election and of the Special Elections for the adoption of six propositions held on November 5, 2024. There were no comments from the Council. Council Member Barrera moved to approve the ordinance, seconded by Council Member Klein. This Ordinance was passed on emergency and approved with the following vote: City of Corpus Christi Page 2 Printed on 1112112024 City Council Meeting Minutes November 19,2024 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 Absent: 1 - Council Member Suckley Abstained: 0 Enactment No: 033512 3. 24-1762 One-reading Ordinance ordering a runoff election to be held on December 14, 2024, in the City of Corpus Christi for the election of Mayor and Council Member District One and Council Member District Four, designating polling place locations, enacting provisions incident and relating to the subject and purpose of this ordinance. Mayor Guajardo referred to Item 3. City Secretary Rebecca Huerta presented information on the following topics: positions; early voting; election day voting; and staffs recommendation. Mayor Guajardo opened public comment. There were no comments from the Council or the public. Mayor Guajardo closed public comment. Council Member Pusley moved to approve the ordinance, seconded by Council Member Barrera. This Ordinance was passed on emergency 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 Absent: 1 - Council Member Suckley Abstained: 0 Enactment No: 033513 H. BOARD &COMMITTEE APPOINTMENTS: (NONE) I. BRIEFINGS: (ITEM 4) 4. 24-1801 Corpus Christi Regional Economic Development Corporation (CCREDC) Quarterly Update Mayor Guajardo referred to Item 4. President and CEO of Corpus Christi Regional Economic Development Corporation (CCREDC) Mike Culbertson presented information on the following topics: mission City of Corpus Christi Page 3 Printed on 1112112024 City Council Meeting Minutes November 19,2024 statement; Corpus Christi MSA housing report; sales tax collections allocations; employment by sector for selected month/Corpus Christi; MSA unemployment rates; BRE report; Type A/B overview; 2024 business attraction trade shows; CCREDC project pipeline; and area projects net taxable value. Council Members and Mr. Culbertson discussed the following topics: approximately 12 to 15 industries are being recruited to Corpus Christi; and hydrogen is being explored as a clean energy source for powering vehicles and generating electricity through fuel cells. J. EXPLANATION OF COUNCIL ACTION: K. CONSENT AGENDA: (ITEMS 5 - 19) Approval of the Consent Agenda Mayor Guajardo referred to the Consent Agenda. Items 7 and 19 were pulled for individual consideration. Council Member Roy moved to approve the consent agenda with the exception of Items 7 and 19, seconded by Council Member Klein. The motion carried by 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 Absent: 1 - Council Member Suckley Abstained: 0 5. 24-1902 Approval of the November 12, 2024 Regular Meeting Minutes The Minutes were approved on the consent agenda. Consent-Second Reading Ordinances 6. 24-1768 Ordinance authorizing the acceptance of grant funds in an amount of $120,500.00 from the Office of the Governor Homeland Security Grants Division for the Corpus Christi Police Department to provide funding for overtime and retirement for four sworn officers eligible under the FY 2025 Local Border Security Grant Program; and appropriating $120,500.00 into the FY 2025 Police Grants Fund. (6 votes required) This Ordinance was passed on second reading on the consent agenda. Enactment No: 033514 7. 24-1800 Ordinance increasing the Corpus Christi B Corporation's Fiscal Year 2024-2025 (FY 2025) operating budget by $221,284.00 for economic City of Corpus Christi Page 4 Printed on 1112112024 City Council Meeting Minutes November 19,2024 development services to fund a portion of the annual services commitment to Corpus Christi Regional Economic Development Corporation; appropriating $221,284.00 from the unreserved balance of the Type B Fund; and amending the FY 2025 Operating Budget. (6 votes required) Mayor Guajardo referred to Item 7. A Council Member and Assistant City Manager Heather Hurlbert discussed the following topic: a request for a legal opinion whether a member of the Type B Board can apply as a representative to the Economic Development Corporation (EDC). 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: 6- Mayor Guajardo, Council Member Barrera, Council Member Hunter, Council Member Pusley, Council Member Suckley and Council Member Roy Nay: 3- Council Member Hernandez, Council Member Klein and Council Member Campos Abstained: 0 Enactment No: 033515 8. 24-1753 Zoning Case No. ZN8420, Trans National Business Development Corporation submitted by Karl Schlatter: (District 2) Ordinance rezoning property located at or near 314 Clifford Street from the "RS-6" Single Family 6 District to the "RS-6/H" Single Family 6 District with a Historic Overlay. (Landmark Commission and Staff Recommend)(6 votes required) This Ordinance was passed on second reading on the consent agenda. Enactment No: 033516 9. 24-1754 Zoning Case No. ZN8419, YC Texas Hotel LLC submitted by Baldev Johal: (District 1) Ordinance rezoning property located at or near 601 North Water Street from the "CBD" Commercial District to the "CBD/H" Commercial District with a Historic Overlay. (Landmark Commission and Staff recommend approval) (6 votes required) This Ordinance was passed on second reading on the consent agenda. Enactment No: 033517 Consent- Contracts and Procurement 10. 24-1722 Motion authorizing the execution of a one-year service agreement, with two one-year option periods, with Doggett Heavy Machinery Services, of Corpus Christi, Texas, for offsite repairs of John Deere construction equipment for the Asset Management Department for an amount up to $140,000.00, with a potential total amount up to $420,000.00 if both one-year option periods are exercised, with FY 2025 funding in the amount of$116,600.00 from the Fleet City of Corpus Christi Page 5 Printed on 1112112024 City Council Meeting Minutes November 19,2024 Maintenance Fund. (6 votes required) This Motion was passed on the consent agenda. Enactment No: M2024-166 11. 24-1558 Motion authorizing execution of a one-year service agreement, with two one-year options, with Advance Paving and Construction, LLC, of Corpus Christi in an amount not to exceed $186,225.00, with a potential amount up to $558,675.00 if options are exercised, to perform worksite restoration services for Corpus Christi Water, with FY 2025 funding of$186,225.00 from the Water Fund. (6 votes required) This Motion was passed on the consent agenda. Enactment No: M2024-167 12. 24-1586 Motion authorizing the execution of a one-year service agreement, with two one-year options, with Hilario O. Ortega Jr., dba A Plus Janitorial and Mowing Services, of Corpus Christi in an amount not to exceed $66,999.92, with a potential amount up to $200,999.76 if option years are exercised, for seawall clean-up services for Parks & Recreation, with FY 2025 funding of $61,416.59 from the General Fund. (6 votes required) This Motion was passed on the consent agenda. Enactment No: M2024-168 Consent- Capital Projects 13. 24-1694 Motion authorizing a professional services contract with CP&Y, Inc. dba STV Infrastructure, San Antonio, Texas, to provide design, bid, and construction phase services for the Calallen Elevated Storage Tank - Pressure Plane Project in an amount not to exceed $2,450,854.40, located in Council District 1, with FY 2025 funding available from the Water Capital Fund. (6 votes required) This Motion was passed on the consent agenda. Enactment No: M2024-169 14. 24-1785 Motion to award a construction contract to D&J Utility Services, LLC, Sinton, Texas, for the Greenwood Wastewater Treatment Plant Effluent Pumping Improvements project in an amount not to exceed $112,000.00, located in Council District 3, with FY 2025 funding available from the Golf Center Fund. (6 votes required) This Motion was passed on the consent agenda. Enactment No: M2024-170 15. 24-1817 Motion awarding a construction contract to Rockin'h Ranch Services, LLC of Alice, TX for the Dr. H.C. Dilworth Park Pavilion project in an amount not to City of Corpus Christi Page 6 Printed on 1112112024 City Council Meeting Minutes November 19,2024 exceed $202,754.50 for the installation of a new steel pavilion building structure with exterior light fixtures located in Council District 2 with funding available from FY 2024 Community Development Block Grant (CDBG) Program Funds. (6 votes required) This Motion was passed on the consent agenda. Enactment No: M2024-171 Consent-First Reading Ordinances 16. 24-1803 Ordinance amending the FY2024 - 2025 Capital Budget to include Bond 2024 Propositions A, B, C and D; appropriating $140,411,197 to the Capital Budget, and amending the Capital Improvement Program by adding 38 Bond 2024 Program projects. (6 votes required) This Ordinance was passed on first reading on the consent agenda. 17. 24-1197 Ordinance approving 10-year renewal of the existing lease agreement with Padre Island Yacht Club of a lease of 2.89 acres of City property located near Whitecap Wastewater Treatment Plant and amending the lease to provide a new 5-year option to renew, in consideration of quarterly lease payments the greater of$2,500 per quarter or 5% of gross income from slip rentals and membership fees; and providing for publication and an effective date. (28-day delay required between readings) (6 votes required) This Ordinance was passed on first reading on the consent agenda. 18. 24-1822 Ordinance authorizing execution of an assignment for the remaining year of the 5-year ground lease with Haas-Anderson Construction, Ltd. to Longyards Development LLC for 3.89-acres out of a 25.06-acre tract formerly known as the Hala Pit Landfill located next to the City of Corpus Christi Vehicle Impound Yard on Greenwood Drive in the amount of$9,600.00 per year from October 1, 2024, to September 30, 2025; and authorizing a new 5-year lease with Longyards Development LLC for a fee of$10,000.00 per year from October 1, 2025 to September 30, 2030. (6 votes required) This Ordinance was passed on first reading on the consent agenda. 19. 24-1794 Ordinance approving Addendum No. 1 to Lease Agreement with Corpus Christi Baseball Club, L.P., providing for Type A funding in an amount not to exceed $137,260.00 on a reimbursement basis to make certain capital improvements to the Whataburger Field property in accordance with Major League Baseball Requirements, as approved by the Type A Board on October 21, 2024. (6 votes required) Mayor Guajardo referred to Item 19. Council Members, Assistant City Manager Heather Hurlbert, and Director of Economic Development Arturo Marquez discussed the following topics: the City's total investment with the Corpus Christi Hooks since 2005; the Hooks have invested City of Corpus Christi Page 7 Printed on 1112112024 City Council Meeting Minutes November 19,2024 money into Whataburger Field for improvements; and the original funding for the Hooks came from the Type A sales tax. Council Member Suckley moved to approve the ordinance, seconded by Council Member Pusley. This Ordinance was passed on first reading and approved with the following vote: Aye: 8- Mayor Guajardo, Council Member Barrera, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Nay: 1 - Council Member Hernandez Abstained: 0 L. RECESS FOR LUNCH Mayor Guajardo recessed the Council meeting for lunch at 1:22 p.m. Executive Session Items 21 and 22 were held during the lunch recess. Mayor Guajardo reconvened the meeting at 2:43 p.m. M. PUBLIC HEARINGS: (NONE) N. INDIVIDUAL CONSIDERATION ITEMS: (NONE) RECESS TO STATE AND FEDERAL LEGISLATIVE AGENDA WORKSHOP: (ITEM 20) Mayor Guajardo recessed the City Council meeting to the State and Federal Legislative Agenda Workshop at 2:43 p.m. 20. 24-1836 State and Federal Legislative Agenda Development for the 89th Legislature and the 119th Congress Mayor Guajardo referred to Item 20. Director of Intergovernmental Relations Ryan Skrobarczyk, Partner with Hance Scarborough David Pore, and Partner and General Counsel with Focused Advocacy Snapper Carr presented information on the following topics: city legislative agenda process; purpose of agendas; city consultants in Washington D.C.; 2024 election results; impact of D.C. political shift; legislative outlook; federal and state policy consideration matrix: support; oppose; federal legislative agenda: support for military communities; environment and utilities; homelessness and affordable housing; education and economic development; disaster assistance and emergency management; city consultants in Austin, TX; state government outlook; 89th session Corpus Christi delegation; state legislative agenda: preserve local decision making; Port of Corpus Christi; public safety; support for military communities; Texas Windstorm Insurance Association; environment and utilities; and education and economic competitiveness. City of Corpus Christi Page 8 Printed on 1112112024 City Council Meeting Minutes November 19,2024 Council Members, Director of Intergovernmental Relations Skrobarczyk, Legislative Consultant with Hance Scarborough Larry Meyers, and Chief Operating Officer of Corpus Christi Water (CCW) Drew Molly discussed the following topics: no lead has been found in the water, however free lead testing kits are available to the community through CCW; whether there are any Texas representatives on the Armed Services Committee in the House or Senate; and if any federal grants are available for infrastructure. RETURN TO CITY COUNCIL MEETING Mayor Guajardo reconvened the City Council meeting at 3:48 p.m. O. EXECUTIVE SESSION: (ITEMS 21 -22) Mayor Guajardo referred to Executive Session Items 21 and 22. The Council went into Executive Session at 1:22 p.m. The Council returned from Executive Session at 2:43 p.m. 21. 24-1904 Executive session briefing 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 SOAH Docket No. 473-24-19854, PUC Docket No. 56427, Petition by Outside City Ratepayers Appealing the Water Rates of the City of Corpus Christi. This E-Session Item was discussed in executive session. 22. 24-1905 Executive session pursuant to Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to a requested assignment of a Chapter 380 Incentive Agreement with Air Products LLC, 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., 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. P. ADJOURNMENT There being no further business, Mayor Guajardo adjourned this meeting at 4:01 p.m. City of Corpus Christi Page 9 Printed on 1112112024 ' Tuesday, November 19, 2024 • Public Comment & Input Form For City Council Meetings, Board Meetings, & Commission Meetings To submit a service request, ask a question, report a violation, browse city-required permit forms or access services online, click here: Access Online Services To continue submitting a written public comment click Next below. Public Comment & Input Form For City Council Meetings, Board Meetings, & Commission Meetings Date of Meeting Tuesday, November 19, 2024 Name John Weber Address 609 Naples St Corpus Christi,Texas, 78404 Please select the Board, Committee, City Council or governing body that your comments are directed to: Are you a resident of Corpus Christi? Yes What district do you reside in? District 2 Topic Statement of fact Agenda Item Number Public comment Comment Please see attached. Thank you. Upload supporting images or documents. " 11.19.24 written.docx Provide an email to receive a copy of is_weber@hotmail.com your submission. Setting the record straight. Council member Pusley stated in the Council Meeting on November 12, 2024 at about 1:04:30 "every piece of property we own,the address of those properties, all of those kinds of things are public information" Yes,the City Council members must list the property they own on required paperwork. No,the home addresses of City Council members are not in fact public information. Please see below how the home addresses of every City Council member have been redacted from public information requests.The below came directly from the City and have not been altered since the City provided them to me. 4d y � - A # — , low— documents uh everything we own every Cl'piece of property we own the address of rn • i!1 i y I s it R i k r w those properties uh all those kind of Cl'things are public information .nJ LI a a t,'f. ti.ttva tiff ksl If�tJ I I �y. 10-1 41 1 04-45/2 2I.A0 INDIVIDUAL REQUIRED TO FILE: Last Name; Eifler Lk luaffie Pusley First Mamie: En;e.Frzi:+lame James Mldd[a In Mal. Enler Mddle INMI M Stet Addro . ` mUIv DUAL REQUIRED rU Hbe: k Nam - EmerLm Q_ Barrom First Name` r@rR*%rne mQg ■i m mW: E.UmkwW e Strtet Address=& ci:- State. � 2p- INUIv DUAL REQUIRED TO FILE' Last Names* hlef Lasto_ Cam par, n mtN■m r` I I e Am, Syv-d mi■d¥hi[a, l, D N2wEoI StireelAddrew Ci! :,b State � zi p;* � ]A! iVIDUAL REQUIRED TO FILE: PAULETTE GUAJARD0 (1~uII Naitle) RESIDENCE ADDRESS: KunabcnlSt'e,,[.+Unit} (City) (State) (zip) The mpoitsliall inclii&all Oftht follo%ing information fcr the reporting offic.inl and the vgwtIngoodal's spnmw,but information relating to ibe spouse need not be se{gmgaiO fronj U1aC relaI[rig to the mwrtlne Dfficial- INUIv DUAL REQUIREDTQ FILE. k N■mE* hy Limit&m Hemp doz First Name: Gmr4 _ G| mddla mm : b*MddieNQ r_lAcJdre =` City State. � Zip* � INUIVIDUAL REQUIRED FQ FILE: Last Name:* Enter Last Name hunter First Name:' MiGhdol M iddle,Init al- Elliwr M'"le trOwl t Str"t Address* Aden 4r r�� fu State; Zip:* INDIVIDUAL REQUIRED TO FILE; Last Name:* Emer Lest blame Klein First Name-. E nicr R-4A Norr c JaM&S, Middle Initial- E'ilef r.A lsr I Mt, city: State: Zip:* INUIVIDUAL REQUIRED fU FILE: Lae# Name:* Enter LLkst Mama Roy First Name:' : .•I :It Nnmr EvL�tL M iddIo Initial, Eniee mddlt!Irri5ol A Street Address:� City: State. Zip; INDIVIDUAL REQUIRED TO FILE: LakNam«- Em«Lm%m Suckby First Namr® E%«B#Nam Daniel mid»Initial: h*uddl.huI R Ste! Address-, City:* &kK M Zip.* � �Us cr w 0 U kCOBPOBASEO AGENDA MEMORANDUM 1852 First Reading Item for the City Council Meeting of November 19, 2024 Second Reading Item for the City Council Meeting of December 03, 2024 DATE: November 12, 2024 TO: Peter Zanoni, City Manager FROM: Eddie Houlihan, Director of Management and Budget eddieho(u-)cctexas.com (361) 826-3792 Ordinance Amending the FY2024— 2025 Capital Budget Bond 2024 Propositions A, B, C and D Projects CAPTION: Ordinance amending the FY2024 —2025 Capital Budget to include Bond 2024 Propositions A, B, C and D; appropriating $140,411,197 to the Capital Budget, and amending the Capital Improvement Program by adding 38 Bond 2024 Program projects. SUMMARY: This ordinance amends the FY2024 —2025 Capital Budget to appropriate $123,225,000 from General Obligation Bond 2024 and $17,186,197 from Utility Revenue Bonds for Street project support for a total of$140,411,197. Additionally, amending the Capital Improvement Program to include 18 Proposition A Street projects, 11 Proposition B Parks projects, 7 Proposition C Public Safety projects, and 2 Proposition D Cultural Facilities projects that were approved in Bond 2024 Program. BACKGROUND AND FINDINGS: On November 5, 2024, voters approved the Bond 2024 Program consisting of 38 projects. The City's FY2024— 2025 Capital Budget and Capital Improvement Program (CIP) were approved on September 17, 2024, prior to the Bond 2024 approval. Therefore, the City's Capital Budget does not include the Bond 2024 Program funds and projects. This Council action item will amend the Capital Budget to include the 38 Bond 2024 Program projects as well as appropriate $123,225,000 in General Obligation Bond 20024 and $17,186,197 in Utility Revenue Bonds to support the approved Bond 2024 projects in FY 2024-2025. The Capital Budget will be amended to include the following propositions, projects, and appropriate their respective budget in FY 2024-2025. Proposition A—Streets • 18 Projects —$91,986,197 - ($74,800,000 from GO Bond 2024 and $17,186,197 from Utility Revenue Bonds to support Street projects) 0 This proposition includes designing, demolishing, constructing, renovating, improving, extending, and making permanent streets, sidewalk, drainage, associated utilities and any related improvements. Proposition B — Parks • 11 Projects - $23,575,000 • This proposition includes designing, demolishing, constructing, renovating, improving, expanding and equipping park and recreational facilities. Proposition C— Public Safety • 7 Projects - $22,000,000 • This proposition includes designing, demolishing, constructing, renovating, improving and equipping public safety facilities. Proposition D— Cultural Facilities • 2 Projects - $2,850,000 • This proposition includes designing, constructing, renovating, improving and equipping community cultural facilities. ALTERNATIVES: The alternative is not to amend the Capital Budget and the CIP. This would delay the implementation of the Bond Projects. FISCAL IMPACT: The fiscal impact for FY2025 is appropriating $123,225,000 from General Obligation Bond 2024 and $17,186,197 from Utility Revenue Bonds for Street project support for a total of $140,411,197 and increasing revenues and expenditures by $140,411,197. FUNDING DETAIL: Refer to Exhibit A for specific funding information. RECOMMENDATION: Staff recommendation is to amend the FY 2024-2025 Capital Budget and add the projects to the Capital Improvement Plan. LIST OF SUPPORTING DOCUMENTS: Ordinance Exhibit A— List of Bond Projects Ordinance amending the FY2024 — 2025 Capital Budget to include Bond 2024 Propositions A, B, C, and D; appropriating $140,411,197 to the Capital Budget, and amending the Capital Improvement Program by adding 38 Bond 2024 Program projects. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The Corpus Christi FY2024-2025 Capital Budget adopted by Ordinance No. 032856 is amended to appropriate$140,411 ,197 and increase revenues and expenditures by $140,411,197 due to the addition of 38 Bond 2024 projects to the Capital Improvement Planning Guide, shown in Exhibit A. Introduced and voted on the day of , 2024. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary Exhibit A BOND 2024 Project Number Project Name Fund Proposition FY 2025 Budget Future Years Total 25040 Acushnet Dr-(Weber to Saratoga)(Design Only) 3564 Bond 2024-Prop A $2,500,000 $2,500,000 25041 Allencrest Dr-(Ayers to Dead End)(Design Only) 3564 Bond 2024-Prop A $2,000,000 $2,000,000 25042 Brooke Rd-(Rodd Field to Ametrine)(Design Only) 3564 Bond 2024-Prop A $2,500,000 $2,500,000 25043 Cimarron Blvd-(Bison/Granoble to Legacy Point)(Design Only) 3564 Bond 2024-Prop A $3,300,000 $3,300,000 25044 District 5 Trail Connectivity 3564 Bond 2024-Prop A $1,000,000 $500,000 $1,500,000 25045 Graham Rd-(Flour Bluff to Waldron)(Design Only) 3564 Bond 2024-Prop A $3,000,000 $3,000,000 25046 Grand Junction Dr-(Wapentate to Cedar Pass)(Design Only) 3564 Bond 2024-Prop A $2,500,000 $2,500,000 23162 Holly Rd-(Ennis Joslin to Paul Jones) 3564 Bond 2024-Prop A $5,500,000 $5,500,000 $11,000,000 18034 1FK Causeway 3564 Bond 2024-Prop A $1,000,000 $1,000,000 25047 Lipes Blvd-(Airline to Bronx)(Design Only) 3564 Bond 2024-Prop A $2,500,000 $2,500,000 25048 North Beach Road Improvements 3564 Bond 2024-Prop A $3,000,000 $3,000,000 25049 Rand Morgan Rd-(McNorton to IH-37)(Design Only) 3564 Bond 2024-Prop A $3,000,000 $3,000,000 25050 Residential Streets Bond 2024 3564 Bond 2024-Prop A $35,000,000 $35,000,000 25051 Rodd Field Rd-(Yorktown to Adler)(Design Only) 3564 Bond 2024-Prop A $2,500,000 $2,500,000 25052 S.Staples Access Rd-(Annapolis to Kostoryz) 3564 Bond 2024-Prop A $600,000 $5,400,000 $6,000,000 25053 Sam Rankin St-(Port to IH-37) 3564 Bond 2024-Prop A $2,500,000 $2,500,000 25054 ISchanen Blvd-(Weber to Everhart)(Design Only) 3564 Bond 2024-Prop A $2,000,000 $2,000,000 25055 Tara Subdivision-(Armitage,Audobon,Riata,Riata Cir, 3564 Bond 2024-Prop A $400,000 $3,300,000 $3,700,000 Ruchland,Rosedown) Utility Support for Street Projects Various Wastewater,Water& $17,186,197 $6,390,000 $23,576,197 Gas CIP Funds 25056 Bill Witt Park Imporvements 3301 Bond 2024-Prop B $275,000 $2,475,000 $2,750,000 25057 Cole Park Parking Lot Improvements 3301 Bond 2024-Prop B $400,000 $600,000 $1,000,000 23173 Commodore Park Imporvements 3301 Bond 2024-Prop B $2,000,000 $3,000,000 $5,000,000 25058 Dimmit Pier Boat Ramp(Design Only) 3301 Bond 2024-Prop B $1,000,000 $1,000,000 25059 Greenwood Baseball Complex Renovation 3301 Bond 2024-Prop B $2,750,000 $2,750,000 23166 Labonte Park Expansion 3301 Bond 2024-Prop B $3,150,000 $3,150,000 23165 Oso Golf Center-Club House 3301 Bond 2024-Prop B $5,000,000 $5,000,000 $10,000,000 25060 Peary Place Improvements 3301 Bond 2024-Prop B $1,000,000 $1,000,000 $2,000,000 23052 Sherrill Veteran's Memorial Park 3301 Bond 2024-Prop B $3,000,000 $3,000,000 25061 St.Andrews Park 3301 Bond 2024-Prop B $500,000 $2,000,000 $2,500,000 24416 TC Ayers Aquatic Center 3301 Bond 2024-Prop B $4,500,000 $4,500,000 25062 Central District Police Substation(Design Only) 3377 Bond 2024-Prop C $1,000,000 $1,000,000 23177 Far South Police Substation 3377 Bond 2024-Prop C $5,000,000 $5,000,000 23176 Northwest Police Substation 3377 Bond 2024-Prop C $4,000,000 $5,000,000 $9,000,000 23178 Fire Station#8 3377 Bond 2024-Prop C $6,000,000 $6,500,000 $12,500,000 23179 Fire Station#10 3377 Bond 2024-Prop C $6,000,000 $6,500,000 $12,500,000 25063 Fire Station#9(Design Only) 3377 Bond 2024-Prop C $2,500,000 $2,500,000 25064 Fire Station#11(Design Only) 3377 Bond 2024-Prop C $2,500,000 $2,500,000 25066 Heritage Park Houses 3229 Bond 2024-Prop D $850,0001 $850,000 25067 Library/Community/Senior Center Complex(Design Only) 3229 Bond 2024-Prop D $2,000,0001 $2,000,000 General Obligation Bond 2024111 111 $17Sp000,000 Utility Revenue Bonds for Street Projects $17p186p197 1 111 Grant Total 1 111 Pro os iti o n A - Streets p 18 Pro'ect 1 T/ Capital Improvement Plan 2025 thru 2027 City of Corpus Christi, Texas Project# 25040 t Project Name Acushnet Dr(Weber to Saratoga) (Design Only) ... Type Rehabilitation Department Public Works-Streets " Useful Life 25 years Contact Director of Public Works Category Street-Rehabilitation Priority Priority Level 1 Council District 5 Status Active Description Reconstruction of existing roadway with new pavement,curb and gutters,sidewalk with ADA-compliant curb ramps,signage,pavement markings,upgraded street illumination,utility improvements and drainage improvements as needed. Justification This project will replace aging utilities where applicable,improve the road to accommodate heavier traffic flows and provide a safer driving experience. Expenditures Prior Years 2025 2026 2027 Total Design 2,250,000 2,250,000 Wastewater-St 500,000 500,000 Water-St. 500,000 500,000 Gas-St. 125,000 125,000 Eng,Admin Reimbursements 250,000 250,000 Total 3,625,000 3,625,000 Funding Sources Prior Years 2025 2026 2027 Total G.O. Bond 2024 2,500,000 2,500,000 Revenue Bonds 1,125,000 1,125,000 Total 3,625,000 3,625,000 Budget Impact/Other 71 There is no projected operational impact with this project,at this time.Once the project is completed it will be added to the Street Preventative Maintenance Program. Capital Improvement Plan 2025 thru 2027 City of Corpus Christi, Texas Project 9 25041 Project Name Allencrest Dr(Ayers to Dead End) (Design Only) Type Rehabilitation Department Public Works-Streets Useful Life 25 years Contact Director of Public Works Category Street-Rehabilitation Priority Priority Level 1 Council District 3 Status Active Description Reconstruction of existing roadway with new pavement,curb and gutters,sidewalk with ADA-compliant curb ramps,signage,pavement markings,upgraded street illumination,utility improvements and drainage improvements as needed. Justification This project will replace aging utilities where applicable,improve the road to accommodate heavier traffic flows and provide a safer driving experience. Expenditures Prior Years 2025 2026 2027 Total Design 1,800,000 1,800,000 Wastewater-St 400,000 400,000 Water-St. 400,000 400,000 Gas-St. 100,000 100,000 Eng,Admin Reimbursements 200,000 200,000 Total 2,900,000 2,900,000 Funding Sources Prior Years 2025 2026 2027 Total G.O. Bond 2024 2,000,000 2,000,000 Revenue Bonds 900,000 900,000 Total 2,900,000 2,900,000 Budget Impact/Other 71 There is no projected operational impact with this project,at this time.Once the project is completed it will be added to the Street Preventative Maintenance Program. Capital Improvement Plan 2025 thru 2027 City of Corpus Christi, Texas Project# 25042 ;�, Project Name Brooke Rd(Rodd Field to Ametrine) (Design Only) Type Rehabilitation Department Public Works-Streets Useful Life 25 years Contact Director of Public Works r, Category Street-Rehabilitation Priority Priority Level 1 Council District 5 Status Active Description J Rehabilitation/reconstruction of existing roadway with new pavement,paved shoulder,multi-use shared path,lighting improvements,and drainage improvements as needed. Justification This project will replace aging utilities where applicable,improve the road to accommodate heavier traffic flows and provide a safer driving experience. Expenditures Prior Years 2025 2026 2027 Total Design 2,250,000 2,250,000 Wastewater-St 500,000 500,000 Water-St. 500,000 500,000 Gas-St. 125,000 125,000 Eng,Admin Reimbursements 250,000 250,000 Total 3,625,000 3,625,000 Funding Sources Prior Years 2025 2026 2027 Total G.O. Bond 2024 2,500,000 2,500,000 Revenue Bonds 1,125,000 1,125,000 Total 3,625,000 3,625,000 Budget Impact/Other 71 There is no projected operational impact with this project,at this time.Once the project is completed it will be added to the Street Preventative Maintenance Program. Capital Improvement Plan 2025 thru 2027 City of Corpus Christi, Texas Project# 25043 Project Name Cimarron Blvd(Bison to Legacy Point)(Design Only) Type Rehabilitation Department Public Works-Streets Useful Life 25 years Contact Director of Public Works r., f Category Street-Rehabilitation Priority Priority Level 1 Council District 5 Status Active r' Description .sr Reconstruction of existing roadway with new pavement,curb and gutters,sidewalk with ADA-compliant curb ramps,signage,pavement markings,upgraded street illumination,utility improvements and drainage improvements as needed. Justification This project will replace aging utilities where applicable,improve the road to accommodate heavier traffic flows and provide a safer driving experience. Expenditures Prior Years 2025 2026 2027 Total Design 3,000,000 3,000,000 Wastewater-St 660,000 660,000 Water-St. 660,000 660,000 Gas-St. 165,000 165,000 Eng,Admin Reimbursements 300,000 300,000 Total 4,785,000 4,785,000 Funding Sources Prior Years 2025 2026 2027 Total G.O. Bond 2024 3,300,000 3,300,000 Revenue Bonds 1,485,000 1,485,000 Total 4,785,000 4,785,000 Budget Impact/Other 71 There is no projected operational impact with this project,at this time.Once the project is completed it will be added to the Street Preventative Maintenance Program. Capital Improvement Plan 2025 thru 2027 City of Corpus Christi, Texas Project# 25044 Project Name District 5 Trail Connectivity Type Improvement/Additions Department Public Works-Streets Useful Life 25 years Contact Director of Public Works Category Paths&Trails Priority Priority Level 1 Council District 5 Status Active Description sa Connection of the missing portions of the trail to facilitate pedestrian-safe pathways in the district. Justification This project will provide pedestrian safety and connectivity. Expenditures Prior Years 2025 2026 2027 Total Construction/Rehab 750,000 450,000 1,200,000 Design 150,000 150,000 Eng,Admin Reimbursements 100,000 50,000 150,000 Total 1,000,000 500,000 1,500,000 Funding Sources Prior Years 2025 2026 2027 Total G.O. Bond 2024 1,000,000 500,000 1,500,000 Total 1,000,000 500,000 1,500,000 Budget Impact/Other 71 There is no projected operational impact with this project,at this time. Capital Improvement Plan 2025 thru 2027 City of Corpus Christi, Texas Project# 25045 Project Name � Graham Rd(Flour Bluff to Waldron) (Design Only) Type Rehabilitation Department Public Works-Streets Useful Life 25 years Contact Director of Public Works Ft .. Category Street-Rehabilitation Priority Priority Level 1 Council District 4 fi Status Active Description Reconstruction of existing roadway with new pavement,curb and gutters,sidewalk with ADA-compliant curb ramps,signage,pavement markings,upgraded street illumination,utility improvements and drainage improvements as needed. Justification This project will replace aging utilities where applicable,improve the road to accommodate heavier traffic flows and provide a safer driving experience. Expenditures Prior Years 2025 2026 2027 Total Design 2,700,000 2,700,000 Wastewater-St 600,000 600,000 Water-St. 600,000 600,000 Gas-St. 150,000 150,000 Eng,Admin Reimbursements 300,000 300,000 Total 4,350,000 4,350,000 Funding Sources Prior Years 2025 2026 2027 Total G.O. Bond 2024 3,000,000 3,000,000 Revenue Bonds 1,350,000 1,350,000 Total 4,350,000 4,350,000 Budget Impact/Other 71 There is no projected operational impact with this project,at this time.Once the project is completed it will be added to the Street Preventative Maintenance Program. Capital Improvement Plan 2025 thru 2027 City of Corpus Christi, Texas F Project# 25046 Project Name Grand Junction Dr(Wapentate to Cedar Pass)(Design Only) Type Rehabilitation Department Public Works-Streetsl Useful Life 25 years Contact Director of Public Works Category Street-Rehabilitation Priority Priority Level 1 a Council District 5 Status Active Description Rehabilitation/reconstruction of existing roadway with new pavement,curb and gutters,sidewalk with ADA-compliant curb ramps,signage, pavement markings,upgraded street illumination,utility improvements and drainage improvements as needed. Justification This project will replace aging utilities where applicable,improve the road to accommodate heavier traffic flows and provide a safer driving experience. Expenditures Prior Years 2025 2026 2027 Total Design 2,250,000 2,250,000 Wastewater-St 500,000 500,000 Water-St. 500,000 500,000 Gas-St. 125,000 125,000 Eng,Admin Reimbursements 250,000 250,000 Total 3,625,000 3,625,000 Funding Sources Prior Years 2025 2026 2027 Total G.O. Bond 2024 2,500,000 2,500,000 Revenue Bonds 1,125,000 1,125,000 Total 3,625,000 3,625,000 Budget Impact/Other 71 There is no projected operational impact with this project,at this time.Once the project is completed it will be added to the Street Preventative Maintenance Program. Capital Improvement Plan 2025 rhru 2027 City of Corpus Christi, Texas Project# 23162 ME Project Name Holly Rd(Paul Jones to Ennis Joslin) ' Type Rehabilitation Department Public Works-Streets ' Useful Life 25 years Contact Director of Public Works Category Street-Rehabilitation Priority Priority Level 1 Council District 4 ! Status Active Description Reconstruction of existing roadway with new pavement,curb and gutters,sidewalk with ADA-compliant curb ramps,signage,pavement markings,upgraded street illumination,utility improvements and drainage improvements as needed. Justification This project will replace aging utilities where applicable,improve the road to accommodate heavier traffic flows and provide a safer driving experience. Expenditures Prior Years 2025 2026 2027 Total Construction/Rehab 5,000,000 5,000,000 10,000,000 Design 1,080,000 1,080,000 Storm Water-St. 617,269 617,269 Wastewater-St 1,100,000 1,100,000 2,200,000 Water-St. 185,180 1,100,000 1,100,000 2,385,180 Gas-St. 61,726 275,000 275,000 611,726 Eng,Admin Reimbursements 216,020 500,000 500,000 1,216,020 Total 2,160,195 7,975,000 7,975,000 18,110,195 Funding Sources Prior Years 2025 2026 2027 Total G.O. Bond 2022 1,200,000 1,200,000 G.O. Bond 2024 5,500,000 5,500,000 11,000,000 Revenue Bonds 960,195 2,475,000 2,475,000 5,910,195 Total 2,160,195 7,975,000 7,975,000 18,110,195 Budget Impact/Other 71 There is no projected operational impact with this project,at this time.Once the project is completed it will be added to the Street Preventative Maintenance Program. Capital Improvement Plan 2025 rhru 2027 City of Corpus Christi, Texas Project# 18034 Project Name JFK Causeway Access Road Improvements Type Rehabilitation Department Public Works-Streets Useful Life 25 years Contact Director of Public Works Category Street-Rehabilitation Priority Priority Level 1 Council District 4 Status Activek Description This project consists of access road public safety enhancements and improvements at eastern approach of the JFK bridge including pavement rehab,widening,illumination/lighting,new markings and signage. This project includes funding to design,environmental permitting and construction of a parking lot under the TXDOT JFK Bridge. Justification This project will replace aging utilities where applicable,improve the road to accommodate heavier traffic flows and provide a safer driving experience. Expenditures Prior Years 2025 2026 2027 Total Construction/Rehab 1,938,942 1,938,942 Design 327,891 100,000 427,891 Eng,Admin Reimbursements 60,080 73,087 133,167 Total 387,971 2,112,029 2,500,000 Funding Sources Prior Years 2025 2026 2027 Total G.O. Bond 2018 387,970 1,112,030 1,500,000 G.O. Bond 2024 1,000,000 1,000,000 Total 387,970 2,112,030 2,500,000 Budget Impact/Other 71 There is no projected operational impact with this project,at this time.Once the project is completed it will be added to the Street Preventative Maintenance Program. Capital Improvement Plan 2025 thru 2027 City of Corpus Christi, Texas Project# 25047 Project Name Lipes Blvd (Airline to Bronx)(Design Only) 6 Type Rehabilitation Department Public Works-Streets Useful Life 25 years Contact Director of Public Works Category Street-Rehabilitation Priority Priority Level 1 Council District 5 1 `; Status Active Description ' Rehabilitation/reconstruction of existing roadway with new pavement,curb and gutters,sidewalk with ADA-compliant curb ramps,signage, pavement markings,upgraded street illumination,utility improvements and drainage improvements as needed. Justification This project will replace aging utilities where applicable,improve the road to accommodate heavier traffic flows and provide a safer driving experience. Expenditures Prior Years 2025 2026 2027 Total Design 2,250,000 2,250,000 Wastewater-St 500,000 500,000 Water-St. 500,000 500,000 Gas-St. 125,000 125,000 Eng,Admin Reimbursements 250,000 250,000 Total 3,625,000 3,625,000 Funding Sources Prior Years 2025 2026 2027 Total G.O. Bond 2024 2,500,000 2,500,000 Revenue Bonds 1,125,000 1,125,000 Total 3,625,000 3,625,000 Budget Impact/Other 71 There is no projected operational impact with this project,at this time.Once the project is completed it will be added to the Street Preventative Maintenance Program. Capital Improvement Plan 2025 thru 2027 City of Corpus Christi, Texas Project# 25048 Project Name North Beach Road Improvements r r Type Rehabilitation Department Public Works-Streets Useful Life 25 years Contact Director of Public Works Category Street-Rehabilitation Priority Priority Level 1 Council District 1 := -- Status Active Description ► ! Funding needed in addition to Bond 2018 funds to construct Beach Avenue and Gulfspray Avenue connecting to Causeway. Justification This project will replace aging utilities where applicable,improve the road to accommodate heavier traffic flows and provide a safer driving experience. Expenditures Prior Years 2025 2026 2027 Total Construction/Rehab 2,700,000 2,700,000 Wastewater-St 600,000 600,000 Water-St. 600,000 600,000 Gas-St. 150,000 150,000 Eng,Admin Reimbursements 300,000 300,000 Total 4,350,000 4,350,000 Funding Sources Prior Years 2025 2026 2027 Total G.O. Bond 2024 3,000,000 3,000,000 Revenue Bonds 1,350,000 1,350,000 Total 4,350,000 4,350,000 Budget Impact/Other 71 There is no projected operational impact with this project,at this time.Once the project is completed it will be added to the Street Preventative Maintenance Program. Capital Improvement Plan 2025 thru 2027 City of Corpus Christi, Texas Project# 25049 W� Project Name Rand Morgan Rd (McNorton to IH-37)(Design Only) Type Rehabilitation Department Public Works-Streets Useful Life 25 years Contact Director of Public Works Category Street-Rehabilitation Priority Priority Level 1 _ iurw Council District 1 t Status Active Description Reconstruction of TxDOT facility with new pavement,curb,and gutters, sidewalk with ADA-compliant curb ramps,signage,pavement markings, upgraded street illumination,utility improvements,and drainage improvements as needed. Justification This project will replace aging utilities where applicable,improve the road to accommodate heavier traffic flows and provide a safer driving experience. Expenditures Prior Years 2025 2026 2027 Total Design 2,700,000 2,700,000 Wastewater-St 600,000 600,000 Water-St. 600,000 600,000 Gas-St. 150,000 150,000 Eng,Admin Reimbursements 300,000 300,000 Total 4,350,000 4,350,000 Funding Sources Prior Years 2025 2026 2027 Total G.O. Bond 2024 3,000,000 3,000,000 Revenue Bonds 1,350,000 1,350,000 Total 4,350,000 4,350,000 Budget Impact/Other 71 There is no projected operational impact with this project,at this time.Once the project is completed it will be added to the Street Preventative Maintenance Program. Capital Improvement Plan 2025 thru 2027 City of Corpus Christi, Texas Project# 25050 Project Name Residential Streets Bond 2024 Type Rehabilitation Department Public Works-Streets Useful Life 25 years Contact Director of Public Works Category Street-Rehabilitation Priority Priority Level 1 Council District City-Wide Status Active Description Resurfacing to residential streets selected from the City's approved 5-year Infrastructure Management Program.For an individual residential streets projects listing please go to:https://www.cctexas.com/RPP Justification This project will improve the road and provide a safer driving experience. Expenditures Prior Years 2025 2026 2027 Total Construction/Rehab 34,000,000 34,000,000 Wastewater-St 707,906 707,906 Water-St. 384,291 384,291 Gas-St. 209,000 209,000 Eng,Admin Reimbursements 1,000,000 1,000,000 Total 36,301,197 36,301,197 Funding Sources Prior Years 2025 2026 2027 Total G.O. Bond 2024 35,000,000 35,000,000 Revenue Bonds 1,301,197 1,301,197 Total 36,301,197 36,301,197 Budget Impact/Other 771 An assessment is completed each year to determine the funding needed. Capital Improvement Plan 2025 rhru 2027 City of Corpus Christi, Texas ..�� Project# 25051 , Project Name Rodd Field Rd(Yorktown to Adler) (Design Only) Type Rehabilitation Department Public Works-Streets .1i Useful Life 25 years Contact Director of Public Works Category Street-Rehabilitation Priority Priority Level 1 Council District 5 Status Active Description Design of the remaining 2 lanes of Rodd Field extension. Justification This project will replace aging utilities where applicable,improve the road to accommodate heavier traffic flows and provide a safer driving experience. Expenditures Prior Years 2025 2026 2027 Total Design 2,250,000 2,250,000 Wastewater-St 500,000 500,000 Water-St. 500,000 500,000 Gas-St. 125,000 125,000 Eng,Admin Reimbursements 250,000 250,000 Total 3,625,000 3,625,000 Funding Sources Prior Years 2025 2026 2027 Total G.O. Bond 2024 2,500,000 2,500,000 Revenue Bonds 1,125,000 1,125,000 Tom 3,625,000 3,625,000 Budget Impact/Other 71 There is no projected operational impact with this project,at this time.Once the project is completed it will be added to the Street Preventative Maintenance Program. Capital Improvement Plan 2025 rhru 2027 City of Corpus Christi, Texas Project# 25052 Project Name '��� S. Staples Access Rd(Annapolis to Kostoryz) Type Rehabilitation Department Public Works-Streets Useful Life 25 years Contact Director of Public Works Category Street-Rehabilitation Priority Priority Level 1 Council District 2 Status Active Description Reconstruction of existing service road including sidewalks,installation of ADA-compliant curb ramps,and upgraded lighting as needed. Justification This project will replace aging utilities where applicable,improve the road to accommodate heavier traffic flows and provide a safer driving experience. Expenditures Prior Years 2025 2026 2027 Total Construction/Rehab 5,000,000 5,000,000 Design 550,000 550,000 Wastewater-St 120,000 1,080,000 1,200,000 Water-St. 120,000 1,080,000 1,200,000 Gas-St. 30,000 270,000 300,000 Eng,Admin Reimbursements 50,000 400,000 450,000 Total 870,000 7,830,000 8,700,000 Funding Sources Prior Years 2025 2026 2027 Total G.O. Bond 2024 600,000 5,400,000 6,000,000 Revenue Bonds 270,000 2,430,000 2,700,000 Total 870,000 7,830,000 8,700,000 Budget Impact/Other 71 There is no projected operational impact with this project,at this time. Once the project is completed it will be added to the Street Preventative Maintenance Program. Capital Improvement Plan 2025 rhru 2027 City of Corpus Christi, Texas Project# 25053 _ Project Name � Sam Rankin St(Port to IH-37) Type Rehabilitation Department Public Works-Streets Useful Life 25 years Contact Director of Public Works Category Street-Rehabilitation Priority Priority Level 1 Council District 1 � Status Active Description �p ��►s�F1� w d Match funds to cover the construction of storm drainage improvements.The project is being leveraged with$8.5 million grant secured by the Port of Corpus Christi. Justification This project will replace aging utilities where applicable,improve the road to accommodate heavier traffic flows and provide a safer driving experience. Expenditures Prior Years 2025 2026 2027 Total Participation Agreement 2,500,000 2,500,000 Total 2,500,000 2,500,000 Funding Sources Prior Years 2025 2026 2027 Total G.O. Bond 2024 2,500,000 2,500,000 Total 2,500,000 2,500,000 Budget Impact/Other 71 There is no projected operational impact with this project,at this time.Once the project is completed it will be added to the Street Preventative Maintenance Program. Capital Improvement Plan 2025 thru 2027 City of Corpus Christi, Texas Project# 25054 ! Project Name Schanen Blvd (Weber to Everhart)(Design Only) Type Rehabilitation Department Public Works-Streets Useful Life 25 years Contact Director of Public Works Category Street-Rehabilitation Priority Priority Level 1 n ka ¢ Y Council District 3 Status Active Description Reconstruction of existing roadway with new pavement,curb and gutters,sidewalk with ADA-compliant curb ramps,signage,pavement markings,upgraded street illumination,utility improvements and drainage improvements as needed. Justification This project will replace aging utilities where applicable,improve the road to accommodate heavier traffic flows and provide a safer driving experience. Expenditures Prior Years 2025 2026 2027 Total Design 1,800,000 1,800,000 Wastewater-St 400,000 400,000 Water-St. 400,000 400,000 Gas-St. 100,000 100,000 Eng,Admin Reimbursements 200,000 200,000 Total 2,900,000 2,900,000 Funding Sources Prior Years 2025 2026 2027 Total G.O. Bond 2024 2,000,000 2,000,000 Revenue Bonds 900,000 900,000 Total 2,900,000 2,900,000 Budget Impact/Other 71 There is no projected operational impact with this project,at this time.Once the project is completed it will be added to the Street Preventative Maintenance Program. Capital Improvement Plan 2025 rhru 2027 City of Corpus Christi, Texas Project# 25055 Project Name Tara Subdivision Streets ' ¢ ' Type Rehabilitation Department Public Works-Streets ` Useful Life 25 years Contact Director of Public Works a�` Category Street-Rehabilitation Priority Priority Level 1 Council District 4 �� �;/.,,-•. . Status Active Description Reconstruction of all existing streets in the tara subdivision with ditch section road. Justification This project will replace aging utilities where applicable,improve the road to accommodate heavier traffic flows and provide a safer driving experience. Expenditures Prior Years 2025 2026 2027 Total Construction/Rehab 3,000,000 3,000,000 Design 360,000 360,000 Wastewater-St 80,000 660,000 740,000 Water-St. 80,000 660,000 740,000 Gas-St. 20,000 165,000 185,000 Eng,Admin Reimbursements 40,000 300,000 340,000 Total 580,000 4,785,000 5,365,000 Funding Sources Prior Years 2025 2026 2027 Total G.O. Bond 2024 400,000 3,300,000 3,700,000 Revenue Bonds 180,000 1,485,000 1,665,000 Total 580,000 4,785,000 5,365,000 Budget Impact/Other 71 There is no projected operational impact with this project,at this time. Once the project is completed it will be added to the Street Preventative Maintenance Program. Pro osition B - Parks p 11 P ro 'a ct J T/ Capital Improvement Plan 2025 rhru 2027 City of Corpus Christi, Texas Project# 25056 Project Name Bill Witt Parr Imporvements Type Improvement/Additions Department Parks&Recreation Useful Life 25 years Contact Director of Parks&Recreation Category Park Improvements Priority Priority Level 1 Council District 5 Status Active — Description Phased design and construction of Bill Witt Park access roads,parking lots,repaving,and perimeter fencing. Justification To manage and maintain parks,beaches open spaces and recreational facilities for the community.To provide recreational,social and cultural programs and activities. Expenditures Prior Years 2025 2026 2027 Total Construction/Rehab 2,255,000 2,255,000 Design 250,000 250,000 Eng,Admin Reimbursements 25,000 220,000 245,000 Total 275,000 2,475,000 2,750,000 Funding Sources Prior Years 2025 2026 2027 Total G.O. Bond 2024 275,000 2,475,000 2,750,000 Total 275,000 2,475,000 2,750,000 Budget Impact/Other 71 An assessment will be done upon completion of project to determine maintenance costs. Capital Improvement Plan 2025 thru 2027 City of Corpus Christi, Texas Project# 25057 Project Name Cole Park Parking Lot Improvements Type Improvement/Additions Department Parks&Recreation t Useful Life 25 years Contact Director of Parks&Recreation Category Park improvements Priority Priority Level 1 Council District 2 Status Active Description Phased design and construction of Cole Park parking lot to accommodate increased traffic as a result of additional amenities added to the park. Justification To manage and maintain parks,beaches open spaces and recreational facilities for the community.To provide recreational,social and cultural programs and activities. Expenditures Prior Years 2025 2026 2027 Total Construction/Rehab 260,000 540,000 800,000 Design 100,000 100,000 Eng,Admin Reimbursements 40,000 60,000 100,000 Total 400,000 600,000 1,000,000 Funding Sources Prior Years 2025 2026 2027 Total G.O. Bond 2024 400,000 600,000 1,000,000 Total 400,000 600,000 1,000,000 Budget Impact/Other 71 An assessment will be done upon completion of project to determine maintenance costs. Capital Improvement Plan 2025 thru 2027 City of Corpus Christi, Texas Project# 23173 , f Project Name Commodore Park Improvements Type Improvement/Additions Department Parks&Recreation Useful Life 25 years Contact Director of Parks&Recreation Category Park Irnprovements Priority Priority Level 1 Council District 4 i 1< a " Status Active Description This project consists of phased design&construction of site-wide improvements:Phase IA Design:parking lot with lighting,concrete trail/sidewalk,workout stations,shallow bird pond,covered pavilion,birding pergola,playground,and pickleball courts with fencing and lighting;Phase 113 Design:swimming pool and water features,bath house,equipment house,fencing,and landscaping;Phase 2 Design: Gymnasium;Schematic design of Community Center;Conceptual design of skate park. Justification Provides plans for increased recreation opportunities as requested by citizens. Expenditures Prior Years 2025 2026 2027 Total Construction/Rehab 1,600,000 2,700,000 4,300,000 Design 39,250 1,430,750 1,470,000 Eng,Admin Reimbursements 3,388 326,612 300,000 630,000 Total 42,638 3,357,362 3,000,000 6,400,000 Funding Sources Prior Years 2025 2026 2027 Total G.O. Bond 2022 42,638 957,362 1,000,000 G.O. Bond 2024 2,000,000 3,000,000 5,000,000 Tax Increment Finance District 400,000 400,000 2(Prior) Total 42,638 3,357,362 3,000,000 6,400,000 Budget Impact/Other 771 An assessment will be conducted upon completion of design to determine maintenance costs. Capital Improvement Plan 2025 rhru 2027 City of Corpus Christi, Texas Project# 25058 Project Name Dimmit Pier Boat Ramp (Design Only) NOW, Type Improvement/Additions Department Parks&Recreation Useful Life 20 years Contact Director of Parks&Recreation Category Site Improvements Priority Priority Level I Council District 4 Status Active :_ u Description Design of public boat ramp near Dimmitt Pier on city-owned property. Justification To manage and maintain parks,beaches open spaces and recreational facilities for the community.To provide recreational,social and cultural programs and activities. Expenditures Prior Years 2025 2026 2027 Total Design 900,000 900,000 Eng,Admin Reimbursements 100,000 100,000 Total 1,000,000 1,000,000 Funding Sources Prior Years 2025 2026 2027 Total G.O. Bond 2024 1,000,000 1,000,000 Total 1,000,000 1,000,000 Budget Impact/Otheg 71 An assessment will be done upon completion of project to determine maintenance costs. Capital Improvement Plan 2025 rhru 2027 City of Corpus Christi, Texas Project# 25059 Project Nacre Greenwood Baseball Complex Renovation Type Improvement/Additions Department Parks&Recreation Useful Life 25 years Contact Director of Parks&Recreation Category Site Improvements Priority Priority Level 1 1 Council District 3 s '` - Status Active_ Description '« ^ Additional funding to complete the remaining improvements from Bond 2022 for project 23170,23171&23172. Justification This project will increase visitation and usage of our City parks,and provide recreational,social and cultural programs and activities. Expenditures Prior Years 2025 2026 2027 Total Construction/Rehab 2,480,000 2,480,000 Eng,Admin Reimbursements 270,000 270,000 Total 2,750,000 2,750,000 Funding Sources Prior Years 2025 2026 2027 Total G.O. Bond 2024 2,750,000 2,750,000 Total 2,750,000 2,750,000 Budget Impact/Other 71 An assessment will be done upon completion of project to determine maintenance costs. Capital Improvement Plan 2025 thru 2027 City of Corpus Christi, Texas Project# 23166 Project Name Labonte Park Expansion Type Improvement/Additions Department Parks&Recreation { , Useful Life 25 years Contact Director of Parks&Recreation Category Park improvements Priority Priority Level 1 Council District 1 Status Active Description This project will provide for general park rehabilitation by connecting the newly added park territory and improvements to include a baseball and softball fields,walking trail,parking lot,and open space amenities. Justification To increase visibility and visitation to both the park and the City;while highlighting the City gateway located in this area. Expenditures Prior Years 2025 2026 2027 Total Construction/Rehab 4,074,452 4,074,452 Design 150,548 150,548 Eng,Admin Reimbursements 10,023 439,977 450,000 Total 160,571 4,514,429 4,675,000 Funding Sources Prior Years 2025 2026 2027 Total G.O. Bond 2022 160,571 1,364,429 1,525,000 G.O. Bond 2024 3,150,000 3,150,000 Total 160,571 4,514,429 4,675,000 Budget Impact/Other 71 An assessment will be done upon completion of project to determine maintenance costs. Capital Improvement Plan 2025 thru 2027 City of Corpus Christi, Texas Project# 23165 Project Name Oso Golf Center- Club House (Design Only) Type Improvement/Additions Department Parks&Recreation i Useful Life 25 years Contact Director of Parks&Recreation Category Park Irnprovements Priority Priority Level 1 Council District 4 Status Active Description Renovations and improvements to an existing Oso Beach Municipal Golf Course.The preliminary scope,design and planning will include renovations and improvements to the locker rooms,pro shop,specialty rooms,patio,snack bar,kitchen and lounge.These enhancements will bring the Club House to approximately 10,000 sq feet within a 2 story building. Justification Necessary upgrades to improve the existing facility and increase profitability.Consistent with Parks and Recreation goals to manage and maintain parks,beaches open spaces and recreational facilities for the community;as well as to provide recreational,social and cultural programs and activities. Expenditures Prior Years 2025 2026 2027 Total Planning 170,000 170,000 Construction/Rehab 4,600,000 4,600,000 9,200,000 Design 530,000 530,000 Eng,Admin Reimbursements 50,000 400,000 4003000 850,000 Total 750,000 5,000,000 5,000,000 10,750,000 Funding Sources Prior Years 2025 2026 2027 Total G.O. Bond 2022 750,000 750,000 G.O. Bond 2024 5,000,000 5,000,000 10,000,000 Total 750,000 5,000,000 5,000,000 10,750,000 Budget Impact/Other 71 Golf facility managed by third party contractor.Additional maintenance costs to be absorbed by management company. Capital Improvement Plan 2025 thru 2027 City of Corpus Christi, Texas Project# 25060 Project Name Peary Place Improvements Type Improvement/Additions Department Parks&Recreation Useful Life 25 years Contact Director of Parks&Recreation Category Park improvements Priority Priority Level 1 Council District 4 Status Active Description The project consist of construction of two baseball and two softball fields with gravel parking lot. Justification To manage and maintain parks,beaches open spaces and recreational facilities for the community.To provide recreational,social and cultural programs and activities. Expenditures Prior Years 2025 2026 2027 Total Construction/Rehab 700,000 900,000 1,600,000 Design 200,000 200,000 Eng,Admin Reimbursements 100,000 100,000 200,000 Total 1,000,000 1,000,000 2,000,000 Funding Sources Prior Years 2025 2026 2027 Total G.O. Bond 2024 1,000,000 1,000,000 2,000,000 Total 1,000,000 1,000,000 2,000,000 Budget Impact/Other 71 Operational Impact for project will be minimal. Capital Improvement Plan 2025 rhru 2027 City of Corpus Christi, Texas Project# 23052 Q> Project Name Sherrill Veterans Memorial Parr Military Monument Type Improvement/Additions Department Parks&Recreation Useful Life 25 years Contact Director of Parks&Recreation Category Park Improvements Priority Priority Level 1 Council District 1 Status Active Description This project consists of construction of Sherrill Veteran's Memorial Park helicopter pad and the design of new memorials,event and reflection spaces,shading,pathways,seating,signage,landscaping,and lighting. Justification Meets the department's mission to manage and maintain parks,breaches,open spaces,and recreational facilities for the community. Expenditures Prior Years 2025 2026 2027 Total Construction/Rehab 2,400,000 2,400,000 Design 190,342 300,000 490,342 Eng,Admin Reimbursements 19,048 300,000 319,048 Total 209,390 3,000,000 3,209,390 Funding Sources Prior Years 2025 2026 2027 Total Certificates of Obligation(Prior) 100,000 100,000 G.O. Bond 2024 3,000,000 3,000,000 G.O. Bond Prior 41,285 41,285 General Fund(Prior) 68,105 68,105 Total 209,390 3,000,000 3,209,390 Budget Impact/Other 71 An assessment will be done upon completion of project to determine maintenance costs. Capital Improvement Plan 2025 rhru 2027 City of Corpus Christi, Texas Project# 25061 Project Name St.Andrews Park Type Improvement/Additions Department Parks&Recreation pt Useful Life 20 years Contact Director of Parks&Recreation Category Park Improvements Priority Priority Level 1 Council District 3 Status Active .... Description Design and construction of concrete trail all around the park with walking trail connecting to playground,workout stations along the trail,pour and play for the swing sets and ADA improvements as needed. Justification To manage and maintain parks,beaches open spaces and recreational facilities for the community.To provide recreational,social and cultural programs and activities. Expenditures Prior Years 2025 2026 2027 Total Construction/Rehab 200,000 1,800,000 2,000,000 Design 250,000 250,000 Eng,Admin Reimbursements 50,000 200,000 250,000 Total 500,000 2,000,000 2,500,000 Funding Sources Prior Years 2025 2026 2027 Total G.O. Bond 2024 500,000 2,000,000 2,500,000 Total 500,000 2,000,000 2,500,000 Budget Impact/Other 71 Operational Impact for project will be minimal. Capital Improvement Plan 2025 rhru 2027 City of Corpus Christi, Texas Project# 24416 Project Name Harbor Bridge Mitigation-T.C.Ayers Aquatic Center n�M1, Type Improvement/Additions Department Parks&Recreation Useful Life 25 years Contact Director of Parks&Recreation Category Park Improvements Priority Priority Level 1 e0o91 Council District 1 Status Active „a, Description T.C.Ayers Aquatic Center will be a part of the Harbor Bridge Mitigation park projects located off Lake and Winnebago streets.This project will focused on construction and development of a 13,500 sf pool that will have a pavilion with restrooms,bleachers,shade sails and parking lot to accommodate 60 cars. Justification To manage and maintain parks,beaches open spaces and recreational facilities for the community.To provide recreational,social and cultural programs and activities. Expenditures Prior Years 2025 2026 2027 Total Construction/Rehab 8,500,000 8,500,000 Design 600,000 600,000 Eng,Admin Reimbursements 900,000 900,000 Total 10,000,000 10,000,000 Funding Sources Prior Years 2025 2026 2027 Total G.O. Bond 2024 4,500,000 4,500,000 Metropolitan Planning 5,500,000 5,500,000 Organization Total 10,000,000 10,000,000 Budget Impact/Other 71 An assessment will be done upon completion of project to determine maintenance costs. Pro osition C - p Pu blic Safet v 7 P ro ' AM ct J $ 175 MILLION INVESTMENT Iti .r,efn7'r'J_s�� Capital Improvement Plan 2025 thru 2027 City of Corpus Christi, Texas Project# 25062 Project Name Central District Police Substation (Design Only) . Type Improvement/Additions Department Police Department Useful Life 40 years Contact Police Chief Category Buildings-New Priority Priority Level 1 Council District 2 Status Active Description Project will construct a new 7,300 SF Police Substation located in the Edward District,on the Southside area near the mall.City owned property at Price Field will be considered for the location of this substation.The facility will include a lobby,reception area,interview room,briefing room,armory storage,evidence storage,offices,work stations,conference room,break room,locker room,showers,restrooms,support spaces, and UTV/bicycle storage garage.The building will have access controlled doors and a surveillance system for security.The project will provide the fixtures,furnishings,and equipment necessary for a complete and usable facility.The building will have backup power supplied by a natural gas emergency generator with associated meter,panel,ATS,gas line,concrete pad,and enclosure.Site development includes construction of the parking lot areas,driveways,security fencing,access controlled vehicle gates,utility services,stormwater collection system,landscaping,and ,irrigation.The site will provide 26 parking spaces for public vehicles and 60 secured parking spaces for police vehicles and staff vehicles. Justification Currently,CCPD does not have a station in Central District area of the City.Police officers operate out of facilities that are outside of the geographic patrol area.This results in degraded mission readiness and ultimately reduces the ability of the police department to provide adequate public safety services to the community. Expenditures Prior Years 2025 2026 2027 Total Design 900,000 900,000 Eng,Admin Reimbursements 100,000 100,000 Total 1,000,000 1,000,000 Funding Sources Prior Years 2025 2026 2027 Total G.O. Bond 2024 1,000,000 1,000,000 Total 1,000,000 1,000,000 Budget Impact/Otheg 71 An assessment will be done upon completion of project to determine maintenance costs. Capital Improvement Plan 2025 thru 2027 City of Corpus Christi, Texas Project# 23177 �� F Project Name Far South Police Substation Type Improvement/Additions Department Police Department Useful Life 40 years Contact Police Chief Category Buildings-New Priority Priority Level 1 Council District 5 Status Active Description Project will construct a new 7,300 SF Police Substation on City owned property for the Far South area.The new substation will be located on approximately two acres on the Del Mar College Oso Creek Campus.The facility will include a lobby,reception area,interview room,briefing room,armory storage,evidence storage,offices,work stations,conference room,break room,locker room,showers,restrooms,support spaces, and UTV/bicycle storage garage.The building will have access controlled doors and a surveillance system for security.The project will provide the fixtures,furnishings,and equipment necessary for a complete and usable facility.The building will have backup power supplied by a natural gas emergency generator with associated meter,panel,ATS,gas line,concrete pad,and enclosure.Site development includes construction of the parking lot areas,driveways,security fencing,access controlled vehicle gates,utility services,stormwater collection system,landscaping,and irrigation.The site will provide 26 parking spaces for public vehicles and 60 secured parking spaces for police vehicles and staff vehicles.This ,project also includes the construction of a new entrance into the Del Mar College Oso Creek Campus to improve site accessibility. Justification Currently,CCPD does not have a station in the Far South area of the City.Police officers operate out of facilities that are outside of the geographic patrol area.This results in degraded mission readiness and ultimately reduces the ability of the police department to provide adequate public safety services to the community. The new facility will be constructed on City owned property,which will save in land acquisition cost,meet consolidation goals of City owned facilities,and improve CCPD response times in the assigned patrol area.With the rapid expansion of the City in the south area,it is imperative to provide a police station to ensure public safety requirements are met. This project will provide a police substation in an ideal location with sufficient space to support the most efficient operations and response times within the area of responsibility. Expenditures Prior Years 2025 2026 2027 Total Construction/Rehab 3,371,858 4,600,000 7,971,858 Design 254,142 254,142 Eng,Admin Reimbursements 34,000 340,000 400,000 774,000 Total 288,142 3,711,858 5,000,000 9,000,000 Funding Sources Prior Years 2025 2026 2027 Total G.O. Bond 2022 288,142 3,711,858 4,000,000 G.O. Bond 2024 5,000,000 5,000,000 Total 288,142 3,711,858 5,000,000 9,000,000 Budget Impact/Other 71 An assessment will be done upon completion of project to determine maintenance costs. Capital Improvement Plan 2025 thru 2027 City of Corpus Christi, Texas Project# 23176 Project Name Northwest Police Substation Type Improvement/Additions Department Police Department Useful Life 40 years Contact Police Chief Category Buildings-New Priority Priority Level 1 Council District 1 Status Active Description Project will construct a new 7,300 SF Police Substation on City owned property for the northwest area in the Adam District.The new substation will be located on approximately two acres at the entry of West Guth Park.The facility will include a lobby,reception area,interview room, briefing room,armory storage,evidence storage,offices,work stations,conference room,break room,locker room,showers,restrooms,support spaces,and UTV/bicycle storage garage.The building will have access controlled doors and a surveillance system for security.The project will provide the fixtures,furnishings,and equipment necessary for a complete and usable facility.The building will have backup power supplied by a natural gas emergency generator with associated meter,panel,ATS,gas line,concrete pad,and enclosure.Site development includes construction of the parking lot areas,driveways,security fencing,access controlled vehicle gates,utility services,stormwater collection system,landscaping, and irrigation.The site will provide 26 parking spaces for public vehicles and 60 secured parking spaces for police vehicles and staff vehicles. This project also includes the construction of a roundabout traffic circle at the entrance of West Guth Park to improve site accessibility. Justification Currently,the City is leasing a building from Flint Hills Resources at no rental rate.However,Flint Hills will start charging the City a monthly rental rate of$5,000 in the near future.The building is approximately 1,500 SF and there are 40 parking spaces available for use.There is no room for expansion and the public is not allowed inside the building,so the facility can only be used as a muster station for police officers working in the Calallen area. This project will provide a police substation in an ideal location with sufficient space to support the most efficient operations and response times within the area of responsibility. Expenditures Prior Years 2025 2026 2027 Total Construction/Rehab 3,600,000 4,500,000 8,100,000 Design 235,047 235,047 Contingency 730,953 730,953 Eng,Admin Reimbursements 34,000 400,000 5003000 934,000 Total 269,047 4,730,953 5,000,000 10,000,000 Funding Sources Prior Years 2025 2026 2027 Total G.O. Bond 2022 269,047 730,953 1,000,000 G.O. Bond 2024 4,000,000 5,000,000 9,000,000 Total 269,047 4,730,953 5,000,000 10,000,000 Budget Impact/Other 71 An assessment will be done upon completion of project to determine maintenance costs. Capital Improvement Plan 2025 thru 2027 City of Corpus Christi, Texas Project# 23178n Project Name Fire Station #8 Type hnprovement/Additions Department Fire Department CORPUS CHRISTI FIRS p6PgRTMpNT V.. Useful Life 40 years Contact Fire Chief Category Buildings-New Priority Priority Level 1 -- Council District 3 Status Active Description This project will replace Fire Station 8 with a new building to be constructed on purchased land located at the intersection of Kostoryz Road and McArdle Road.The new station will be approximately 11,000 SF to accommodate 10 firefighters,fire truck,ambulance,and fire/rescue equipment.The station layout includes 3 drive-through apparatus bays, 10 bedrooms,lockers,captain's office,gas operated kitchen,break room, exercise room,laundry room,showers,and restrooms.This project also includes the paving of an employee parking area,security fencing,and access gate.In addition,the new station will have a natural gas generator for backup power.The existing station located adjacent to the new site will be demolished after the new facility is built. The new facility will support fire fighting and emergency services standards with the capacity to house larger/heavier vehicles,provide hazmat decontamination area,improve vehicle egress and access,and provide vehicle exhausts stem. Justification The existing fire station was built in 1955 and is in need of replacement due to energy inefficiency,degraded foundation,and outdated infrastructure.Fire Station 8 has exceeded it's design life cycle and lacks sufficient structural capabilities to accommodate modem emergency response vehicles,which are larger and heavier.The mechanical,electrical,and plumbing systems fail frequently,and the facility is not ADA compliant.The building houses very expensive emergancy response and medical equipment that are required to be stored in a climate-controlled environment. Fire Station 8 is one of the busiest emergency response facilities in Corpus Christi.The new station will meet current firefighting operational standards that will allow for faster turnout times and cleaner work environments for the safety of firefighters and the public they serve.The new facility will improve the quality of life for firefighters and provide adequate space,egress/access,and parking for emergency response vehicles. Expenditures Prior Years 2025 2026 2027 Total Land Acquisition 750,000 750,000 Construction/Rehab 5,500,000 6,000,000 11,500,000 Design 480,960 480,960 Contingency 724,040 724,040 Eng,Admin Reimbursements 45,000 500,000 5003000 1,045,000 Total 1,275,960 6,724,040 6,500,000 14,500,000 Funding Sources Prior Years 2025 2026 2027 Total G.O. Bond 2022 1,275,960 724,040 2,000,000 G.O. Bond 2024 6,000,000 6,5003000 12,500,000 Total 1,275,960 6,724,040 6,500,000 14,500,000 Budget Impact/Other 71 o new personnel will be needed to staff the fire Station. The Fire Department will use current staffing and apparatus at the station limiting the costs of the project to demolition,design costs and construction.Anticipate significant efficiencies in utilities and repair/maintenance costs. An assessment will be done upon completion of project to determine ongoing or maintenance costs. Capital Improvement Plan 2025 thru 2027 City of Corpus Christi, Texas Project# 23179 Project Name Fire Station #10 Type hnprovement/Additions Department Fire Department Useful Life 40 years Contact Fire Chief Category Buildings-New Priority Priority Level 1 Council District 3 Status Active Description This project will replace Fire Station 10 with a new building to be constructed on purchased land located at the intersection of Horne Road and Greenwood Drive.The new station will be approximately 11,000 SF to accommodate 10 firefighters,fire truck,ambulance,and fire/rescue equipment.The station layout includes 3 drive-through apparatus bays, 10 bedrooms,lockers,captain's office,gas operated kitchen,break room, exercise room,laundry room,showers,and restrooms.This project also includes the paving of an employee parking area,security fencing,and access gate.In addition,the new station will have a natural gas generator for backup power.The existing station located adjacent to the new site will be demolished after the new facility is built. The new facility will support fire fighting and emergency services standards with the capacity to house larger/heavier vehicles,provide hazmat decontamination area,improve vehicle egress and access,and provide vehicle exhausts stem. Justification The existing fire station was built in 1965 and is in need of replacement due to energy inefficiency,degraded foundation,and outdated infrastructure.Fire Station 10 has exceeded it's design life cycle and lacks sufficient structural capabilities to accommodate modern emergency response vehicles,which are larger and heavier.The mechanical,electrical,and plumbing systems fail frequently,and the facility is not ADA compliant.The building houses very expensive emergency response and medical equipment that are required to be stored in a climate-controlled environment. Expenditures Prior Years 2025 2026 2027 Total Construction/Rehab 5,500,000 6,000,000 11,500,000 Design 593,800 593,800 Contingency 1,356,200 1,356,200 Eng,Admin Reimbursements 50,000 500,000 500,000 1,050,000 Total 643,800 7,356,200 6,500,000 14,500,000 Funding Sources Prior Years 2025 2026 2027 Total G.O. Bond 2022 643,800 1,356,200 2,000,000 G.O. Bond 2024 6,000,000 6,500,000 12,500,000 Tom 643,800 7,356,200 6,500,000 14,500,000 Budget Impact/Other 71 The completed project will use current staffing and apparatus at the station limiting the costs of the project to demolition,design costs and construction. Anticipate significant efficiencies in utilities and repair/maintenance costs. An assessment will be done upon completion of project to determine ongoing or maintenance costs. Capital Improvement Plan 2025 thru 2027 City of Corpus Christi, Texas Project# 25063 Project Name Fire Station #9(Design Only) --� Type hnprovement/Additions Department Fire Department 1 , Useful Life 40 years Contact Fire Chief Category Buildings-New Priority Priority Level 1 a'Msee MEMME Council District 1 ■®®®a Conn Status Active Description This project will replace Fire Station 9 with a new building to be constructed on purchased land located along Navigation Blvd.The new station will be approximately 11,000 SF to accommodate 10 firefighters,fire truck,ambulance,and fire/rescue equipment.The station layout includes 3 drive-through apparatus bays, 10 bedrooms,lockers,captain's office,gas operated kitchen,break room,exercise room,laundry room,showers, and restrooms.This project also includes the paving of an employee parking area, security fencing,and access gate.In addition,the new station will have a natural gas generator for backup power.The existing station located adjacent to the new site will be demolished after the new facility is built. The new facility will support fire fighting and emergency services standards with the capacity to house larger/heavier vehicles,provide hazmat decontamination area,improve vehicle egress and access,and provide vehicle exhaust mechanical ventilation extractions stem. Justification The existing fire station need of replacement due to energy inefficiency,degraded foundation,and outdated infrastructure.Fire Station 9 has exceeded it's design life cycle and lacks sufficient structural capabilities to accommodate modern emergency response vehicles,which are larger and heavier. Expenditures Prior Years 2025 2026 2027 Total Land Acquisition 750,000 750,000 Design 1,500,000 1,500,000 Eng,Admin Reimbursements 250,000 250,000 Total 2,500,000 2,500,000 Funding Sources Prior Years 2025 2026 2027 Total G.O. Bond 2024 2,500,000 2,500,000 Total 2,500,000 2,500,000 Budget Impact/Other 71 The completed project will use current staffing and apparatus at the station limiting the costs of the project to demolition,design costs and construction.Anticipate significant efficiencies in utilities and repair/maintenance costs.An assessment will be done upon completion of project to determine ongoing or maintenance costs. Capital Improvement Plan 2025 thru 2027 City of Corpus Christi, Texas Project# 25064 Project Name Fire Station #11 (Design Only) -- Type hnprovement/Additions Department Fire Department Useful Life 40 years Contact Fire Chief iF it+ Category Buildings-New Priority Priority Level 1 No ��s ■ rev Council District 4 Status Active Description This project will replace Fire Station 11 with a new building.The new station will be approximately 11,000 SF to accommodate 10 firefighters, fire truck,ambulance,and fire/rescue equipment.The station layout includes 3 drive-through apparatus bays, 10 bedrooms,lockers,captain's office,gas operated kitchen,break room,exercise room,laundry room,showers,and restrooms.This project also includes the paving of an employee parking area,security fencing,and access gate.In addition,the new station will have a natural gas generator for backup power.The existing station located adjacent to the new site will be demolished after the new facility is built. The new facility will support fire fighting and emergency services standards with the capacity to house larger/heavier vehicles,provide hazmat decontamination area,improve vehicle egress and access,and provide vehicle exhaust mechanical ventilation extractions stem. Justification The existing fire station need of replacement due to energy inefficiency,degraded foundation,and outdated infrastructure.Fire Station 11 has exceeded it's design life cycle and lacks sufficient structural capabilities to accommodate modern emergency response vehicles,which are larger and heavier. Expenditures Prior Years 2025 2026 2027 Total Land Acquisition 750,000 750,000 Design 1,500,000 1,500,000 Eng,Admin Reimbursements 250,000 250,000 Total 2,500,000 2,500,000 Funding Sources Prior Years 2025 2026 2027 Total G.O. Bond 2024 2,500,000 2,500,000 Total 2,500,000 2,500,000 Budget Impact/Othel 71 The completed project will use current staffing and apparatus at the station limiting the costs of the project to demolition,design costs and construction.Anticipate significant efficiencies in utilities and repair/maintenance costs.An assessment will be done upon completion of project to determine ongoing or maintenance costs. Pro osition - p Cultural Facilities 2 P ro ' AM ct J $ 175 MILLION INVESTMENT Iti -ernla'J.u� pr V Capital Improvement Plan 2025 rhru 2027 City of Corpus Christi, Texas #Project � 25066 Project Name Heritage Parr Houses Bond 2024 Type Reconditioning-Asset Department Parks&Recreation I— L r„ l� Useful Life 25 years Contact Director of Parks&Recreation F _ Category Building Rehabilitation Priority Priority Level 1 Council District 1 Y Status Active Description This projects consists of design and construction to restore and preserve this historic buildings at Heritage Park. Justification To maintain historical sites and property. Expenditures Prior Years 2025 2026 2027 Total Construction/Rehab 680,000 680,000 Design 85,000 85,000 Eng,Admin Reimbursements 85,000 85,000 Total 850,000 850,000 Funding Sources Prior Years 2025 2026 2027 Total G.O. Bond 2024 850,000 850,000 Total 850,000 850,000 Budget Impact/Other 71 An assessment will be done upon completion of project to determine maintenance costs. Capital Improvement Plan 2025 rhru 2027 City of Corpus Christi, Texas Project# 25067 Project Name Library/Community/Senior Complex(Design Only) Type Improvement/Additions Department Public Facilities Useful Life 40 years Contact Director of Asset Management �( 1 r Category Buildings-New Priority Priority Level 1 r - Council District 5 Status Active Description Design only for a new Dr. Clotilde P.Garcia Library and Senior and Community Center Complex. Justification The existing library facility does not meet City needs.Currently there are no City owned community or senior centers in District 5. Expenditures Prior Years 2025 2026 2027 Total Design 1,800,000 1,800,000 Eng,Admin Reimbursements 200,000 200,000 Total 2,000,000 2,000,000 Funding Sources Prior Years 2025 2026 2027 Total G.O. Bond 2024 2,000,000 2,000,000 Total 2,000,000 2,000,000 Budget Impact/Otheg 71 An assessment will be done upon completion of project to determine maintenance costs. Bond 2024 - SCapital Budget i 011 1 C � y dment � ►� ►� /►�►� 100 0 Corpus *00 �y852November Background • Ordinance amending the FY 2024 - 2025 Capital Budget to include Bond 2024 Propositions A, B, C and _�' ' D; appropriating$140,411,197 to the Capital Budget, and amending the Capital Improvement Program by adding 38 Bond 2024 Program projects. low • Proposition A- 18 Street Projects PROPOSEDTM • Additional Utility Support funding for Street Projects B N f • Proposition B — 11 Park & Recreation Projects 2024 $175 MILLION • Proposition C—7 Safety Projects INVESTMENT PARKS /CULTURAL FACILITIES • Proposition D— 2 Library Project • FY 2024-2025 Capital Budget amended by: $140,411,197 • General Obligation Bond 2024 proceeds: $123,225,000 • Utility Revenue Bonds for Street Project support: $17,186,197 PROPOSED • Capital Budget will be amended in Future Years by: $58,165,000 • General Obligation Bond 2024 proceeds: $51,775,000 AMENDED • Utility Revenue Bonds for Street Project support: $6,390,000 FY 2024-2025 • Total Cost of Projects By Propositions: BUDGETCIPObligationProposition Projects Bond Funds Bonds Proposition A-Streets 18 Projects $89,500,000 $23,576,197 Proposition B—Parks & Rec 11 Projects $37,650,000 Proposition C—Public Safety 7 Projects $45,000,000 Proposition D—Cultural Facilities 2 Project $2,850,000 Total 32 Projects $175,000,000 $23,576,197 3 Project 25 Budget Future Years 25040 Number t Acushnet Dr-(Weber to Saratoga)(Design Only) 3564 Bond 2024•Prop A $2,500,000 Total$2,500,000 25041 Allencrest Dr-(Ayers to Dead End)(Design Only) 3564 Bond 2024-Prop A $2,000,000 $2,000,000 25042 Brooke Rd-(Rodd Field to Ametrine)(Design Only) 3564 Bond 2024-Prop A $2,500,000 $2,500,000 25043 Cimarron Blvd-(Bison/Granobleto Legacy Point)(Design Only) 3564 Bond 2024-Prop A $3,300,000 $3,300,000 25044 District 5 Trail Connectivity 3564 Bond 2024-Prop A $1,000,000 $500,000 $1,500,000 25045 Graham Rd-(Flour Bluff to Waldron)(Design Only) 3564 Bond 2024-Prop A $3,000,000 $3,000,000 25046 Grand Junction Dr-(Wapentate to Cedar Pass)(Design Only) 3564 Bond 2024-Prop A $2,500,000 $2,500,000 23162 Holly Rd-(Ennis Joslin to Paul Jones) 3564 Bond 2024-Prop A $5,500,000 $5,500,000 $11,000,000 18034 IJFK Causeway 3564 jBond 2024-Prop A $1,000,000 $1,000,000 25047 Upes Blvd-(Airline to Bronx)(Design Only) 3564 Bond 2024-Prop A $2,500,000 $2,500,000 25048 North Beach Road Improvements 3564 Bond 2024-Prop A $3,000,000 $3,000,000 25049 Rand Morgan Rd-(McNorton to IH-37)(Design Only) 3564 Bond 2024-Prop A $3,000,000 $3,000,000 25050 Residential Streets Bond 2024 3564 Bond 2024-Prop A $35,000,000 $35,000,000 25051 Rodd Field Rd-(Yorktown to Adler)(Design Only) 3564 Bond 2024-Prop A $2,500,000 $2,500,000 25052 S.Staples Access Rd-(Annapolis to Kostoryz) 3564 Bond 2024-Prop A $600,000 $5,400,000 $6,000,000 25053 Sam Rankin St-(Port to IH-37) 3564 Bond 2024-Prop A $2,500,000 $2,500,000 25054 Schanen Blvd-(Weber to Everhart)(Design Only) 3564 Bond 2024-Prop A $2,000,000 $2,000,000 25055 Tara Subdivision-(Armitage,Audobon,Riata,Riata Cir,Ruchland,Rosedown) 3564 Bond 2024-Prop A $400,000 $3,300,000 $3,700,000 25056 Bill Witt Park Imporvements 3301 Bond 2024-Prop B $275,000 $2,475,000 $2,750,000 25057 Cole Park Parking Lot Improvements 3301 Bond 2024-Prop B $400,000 $600,000 $1,000,000 23173 Commodore Park Imporvements 3301 Bond 2024-Prop B $2,000,000 $3,000,000 $5,000,000 25058 Dimmit Pier Boat Ramp(Design Only) 3301 Bond 2024-Prop B $1,000,000 $1,000,000 25059 Greenwood Baseball Complex Renovation 3301 jBond 2024-Pro B $2,750,000 $2,750,000 23166 Labonte Park Expansion 3301 Bond 2024-Prop B $3,150,000 $3,150,000 23165 Oso Golf Center-Club House 3301 Bond 2024-Prop B $5,000,000 $5,000,000 $10,000,000 25060 Peary Place Improvements 3301 Bond 2024-Prop B $1,000,000 $1,000,000 $2,000,000 23052 Sherrill Veteran's Memorial Park 3301 Bond 2024-Prop B $3,000,000 $3,000,000 25061 St.Andrews Park 3301 Bond 2024-Prop B $500,000 $2,000,000 $2,500,000 24416 TC Ayers Aquatic Center 3301 Bond 2024-Prop B $4,500,000 $4,500,000 25062 Central District Police Substation(Design Only) 3377 Bond 2024-Prop C $1,000,000 $1,000,000 23177 Far South Police Substation 3377 Bond 2024-Prop C $5,000,000 $5,000,000 23176 Northwest Police Substation 3377 Bond 2024-Prop C $4,000,000 $5,000,000 $9,000,000 23178 Fire Station#8 3377 Bond 2024-Prop C $6,000,000 $6,500,000 $12,500,000 23179 Fire Station#10 3377 Bond 2024-Prop C $6,000,000 $6,500,000 $12,500,000 25063 Fire Station#9(Design Only) 3377 Bond 2024-Prop C $2,500,000 $2,500,000 25064 Fire Station#11(Design Only) 3377 Bond 2024-Prop C $2,500,000 $2,500,000 25066 Heritage Park Houses 3229 Bond 2024-Prop D $850,000 $850,000 25067 Library/Community/Senior Center Complex(Design Only) 3229 lBond 2024-Prop D $2,000,000 $2,000,000 General Obligation Bond 2024 $123,225,000 $51,775,000 $175,000,000 Utilit Revenue Bonds Su ort for Street Pro'ect $17,186,197 $6,390'000 $23,576,197 4 GRANTTOTAL t ttt �QuS cti Questions ? m THANK YOU ! �NCORpORA�� �852 �vs cr w 0 U NOFPOO ED 1852 AGENDA MEMORANDUM First Reading for the City Council Meeting of November 19, 2024 Second Reading for the City Council Meeting of December 3, 2024 DATE: October 31 , 2024 TO: Peter Zanoni, City Manager FROM: Jeffrey Edmonds, P. E., Director of Engineering Services jeffreye(a)cctexas.com (361) 826-3851 Transfer of Five-Year Ground Lease From Haas-Anderson Construction, Ltd. to Longyards Development Ltd. CAPTION: Ordinance authorizing execution of an assignment for the remaining year of the 5-year ground lease with Haas-Anderson Construction, Ltd. to Longyards Development LLC for 3.89-acres out of a 25.06-acre tract formerly known as the Hala Pit Landfill located next to the City of Corpus Christi Vehicle Impound Yard on Greenwood Drive in the amount of $9,600.00 per year from October 1, 2024, to September 30, 2025; and authorizing a new 5-year lease with Longyards Development LLC for a fee of $10,000.00 per year from October 1 , 2025 to September 30, 2030. SUMMARY: The City owns a 25.06-acre abandoned landfill known as the Hala Pit located off of Greenwood Drive, north of Holly Road. The Corpus Christi Police Department's (CCPD) Vehicle Impound Yard occupies 11 .2 acres of this landfill. The adjacent landowner, Haas Anderson, has leased 3.89 acres of this site since 2005 and is selling their property to Longyards Development Ltd. Longyards Development Ltd. is an industrial equipment storage company. Haas Anderson has requested a transfer of the remaining one year of their ground lease to Longyards Development Ltd. BACKGROUND AND FINDINGS: The subject tract of land, containing 25.06 acres, was acquired by the City on March 26, 1965 from V. Hala and wife, Marie Hala. This site is located west of Greenwood Drive and north of Holly Road as shown on the attached Location Map. The tract was acquired primarily for landfill operations as a disposal site. The landfill was operated for such purposes until 1971 . Since that time, the land has not been used for any City operations. An affidavit of Closed Municipal Solid Waste Landfill was recorded for public record in August 2001. This notice places restrictions on the development or lease of this land as required by the Texas Health and Safety Code, Chapter 361 and Title 30, Chapter 330, Subchapters R and T, Texas Administrative Code. Since it is zoned 1-3, Heavy Industrial, the land remains suitable for surface use as a storage area of vehicles or equipment. No construction is permitted on this lease area. The lease is not assignable and can be terminated by the City with a ninety (90) day notice. In 2005, Haas-Anderson contacted the City to lease the southern 3.89-acre portion of the 25.06- acre tract. This acreage encompasses an area approximately 300 feet by 565.7 feet. Mr. Anderson co-owns a tract of land directly south and abutting the City property. The City entered into a 5-year lease for $3,600 per year which began October 1, 2005, and expired on September 30, 2010. The lease was renewed for another 5-year term in October 2010 at $4,800 per year. The lease was renewed for another 5-year term in October 2015 at $9,600 per year. This lease was renewed for another 5-year term in October 2020. Haas-Anderson is selling their property to Longyards. The closing date is scheduled for the week of November 25, 2024. Haas-Anderson and Longyards have submitted requests for the transfer and Longyards also requested a renewal extension for five additional years. City of Corpus Christi Police Department (CCPD) has agreed to the transfer and renewal. The City and Longyards have negotiated the lease transfer rental fee of$9,600.00 for the transfer of the lease and renewal rental fee of$10,000.00 per year based on similar terms and conditions. The renewal lease fee is approximately a 5.00% increase from the current lease fee. As part of the original lease, Haas Anderson erected a chain link security fence between their property and the City's remaining property. In addition, they have placed a caliche base on the leased area for their parking use. Those improvements will remain. As part of the lease document, Longyards will abide by the restrictions imposed by the Texas Health and Safety Code and the Texas Administrative Code for use of this closed landfill. ALTERNATIVES: The alternative is not to execute the Ground Lease transfer and renewal and retain the 3.89- acres. FISCAL IMPACT: NA Funding Detail: NA RECOMMENDATION: City staff recommends passage of the Ordinance approving the transfer of the remaining year lease and lease renewal to Longyards. LIST OF SUPPORTING DOCUMENTS: Location Map Ordinance Ordinance authorizing assignment and renewal of a five year ground lease with Longyards Development, LLC for a 3.89-acre City-owned tract of land located on the former Hala Pit Landfill, next to the City's vehicle impound yard off of Greenwood Drive, and authorizing an annual rental fee of $10,000. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the City Manager or designee is hereby authorized to execute an assignment of the current ground lease with Longyards Development, LLC for the annual rental fee of $9600.00 for the remaining term of October 1, 2024 to September 30, 2025. SECTION 2. That the City Manager or designee is hereby authorized to execute a five-year ground lease with Longyards Development, LLC for 3.89-acres of land located next to the City's Vehicle Impound Yard off of Greenwood Drive, out of a 25.06-acre tract of city land formerly known as the Hala Pit Landfill, to be used for storage and approving the cash rental fee of $10,000.00 per year for the five-year term of October 1, 2025 to September 30, 2030. SECTION 3. This ordinance is effective upon 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 • , IMPOUNDPOLICE VEHICLE �r PHASE / �w w;. f•' 3.89 AC. OUT OF ,J ' r r0 LTA25.06 AC. HALAPIT a.. LEASE: '• r COUNCIL EXHIBITCITY OF CORPUS CHRISTI,TEXAS LEGAL:TENANT: HASS ANDERSON CONSTRUCTION. LTD. CITY 89 AC. OUT OF •T 2, SECTION 5, BOHEMIAN v y F ENGINEERING SERVICES • • LANDS, COUNTY, r • 7852 ASSIGNMENT AGREEMENT This Assignment Agreement ("Agreement") is made ,2024("Assignment Date"), between the City of Corpus Christi ("City"), Longyards Development, LLC, a Florida Limited Liability Company ("Assignee"), and Haas-Anderson Construction, Ltd., a Texas Corporation ("Assignor"). RECITALS: A. Assignor entered into that certain Lease attached as Exhibit A ("Lease") with City. B. The Lease is assignable upon the prior approval of City Council and written consent of City Manager or Designee. C. On October 14, 2024, Assignor requested the City consent to the assignment of the Lease to Assignee because Assignee is to purchase Assignor's adjacent property and wanted to continue to use the leased premises. In consideration of the mutual covenants herein, the parties agree as follows: 1. Assignor assigns its entire right, title interest in and duties under the Lease to Assignee subject to the covenants and conditions set forth herein. 2. Assignee assumes all obligations and duties of Assignor under the Lease. 3. With this signed Agreement, Assignee will provide City with a Certificate of Insurance that complies with the terms of the Lease. The signed Agreement and Insurance must be returned within 10 days of the Assignment Date. 4. Assignor represents, and Assignee accepts, that there are no claims or demands against the Assignor arising out of or related to the Lease and the performance under this Assignment prior to the effective date hereof. 5. Each provision, term, covenant, obligation, and condition required to be performed by Lessee is binding upon Assignee. 6. Assignee shall pay the annual rent of$9,600 with the signed Agreement. 7. Notices for Assignee will be sent to: Chris Long 941-278-1995 clong(u-)_lon. Vards.com Anthony Prezioso 203-427-5243 anthony(u-)_longyards.com 9 Edith Place Cheshire, CT 06410 1 IN WITNESS WHEREOF, the parties have executed this Agreement through their duly authorized officers the day and year first above written. Assignor: Haas-Anderson Construction, Ltd. By: Printed Name: Title: Assignee: Longyards Development, LLC By: Printed Name: Title: City of Corpus Christi, a party to the Lease, does hereby consent to the assignment set forth above. Jeff H. Edmonds, P.E. Director of Engineering Services Approved as to Form: Assistant City Attorney 2 EXHIBIT A LEASE BETWEEN THE CITY OF CORPUS CHRISTI AND r HAAS-ANDERSON CONSTRUCTION, LTD. STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS COUNTY OF NUECES § This agreement, made and entered into effective as of October 1 , 2020, by and between the City of Corpus Christi, a Texas home rule municipal corporation, acting through its duly authorized City Manager, or the City Manager's designee, hereinafter called "City" and Haas-Anderson Construction, Ltd. of Nueces County, Texas; hereinafter, called "Lessee" in consideration of the mutual covenants herein. Section 1. Definitions. For the purposes of this Lease: City means the City of Corpus Christi, Nueces County, Texas, a home rule municipal corporation. City Manager means the City's City Manager or the City Manager's designee. City Council means the City Council of the City of Corpus Christi. Department means the City's Engineering Department. Director means the City's Director of Engineering and designee. Lease means this document, including all attachments and exhibits that are incorporated by reference into this document. Leased Premises means that certain area of land shown on a map attached as Exhibit "A". Lessee means the Individual or company leasing the Leased Premises or assignee. Risk Manager means the City's Director of Risk Management or the Director of Risk Management's designee. Sign means any signs, advertisements, notices, or other lettering that are exhibited, inscribed, painted, erected, or affixed on or about the Leased Premises, or any part of the Leased Premises. Section 2. Purpose. The purpose of this Lease, between the City and Lessee, is to enable Lessee to park vehicles and use the Leased Premises as a permanent parking C2021-001 1/12/2021 032316 Haas Anderson Construction Ltd SCANNED area. Lessee may not operate the Leased Premises for any other purpose without the Director's prior written approval. Section 3. Leased Premises. The Leased Premises are certain real property, generally described as an area of land and shown on the attached and incorporated Exhibit "A". SPECIAL PROVISION: Lessee will be required to repair any soil erosion caused by usage of area for the protection of the final cap which covers waste in place. Section 4. Use of Leased Premises Subject to Lease. The Lessee's use of the Leased Premises is subject to the terms and conditions in this Lease. This Lease is made in consideration of the mutual promises and covenants contained in this Lease. SECTION 5. INDEMNITY. IN CONSIDERATION OF ALLOWING LESSEE TO USE THE LEASED PREMISES, LESSEE ("INDEMNITOR'') SHALL FULLY INDEMNIFY, SAVE AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, REPRESENTATIVES, AND EMPLOYEES (COLLECTIVELY, "INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, DAMAGES, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF ANY NATURE WHATSOEVER ASSERTE❑ AGAINST OR RECOVERED FROM CITY ON ACCOUNT OF INJURY OR DAMAGE TO PERSON INCLUDING, WITHOUT LIMITATION ON THE FOREGOING, PREMISES DEFECTS, WORKERS' COMPENSATION AND ❑EATH 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 CAUSE❑ BY, OR BE IN ANY WAY CONNECTED WITH, EITHER PROXIMATELY OR REMOTELY, WHOLLY OR IN PART: ('I) LESSEE'S PERFORMANCE UNDER THIS LEASE; (2) LESSEE'S USE OF THE LEASED PREMISES AND ANY AND ALL ACTIVITIES ASSOCIATED WITH THE LESSEE'S USE OF THE LEASED PREMISES UNDER THIS LEASE; (3) THE VIOLATION BY LESSEE, ITS OFFICERS, EMPLOYEES, AGENTS, OR REPRESENTATIVES OR BY INDEMNITEES, OR ANY OF THEM, OF ANY LAW, RULE, REGULATION, ORDINANCE, OR GOVERNMENT ORDER OF ANY KIND PERTAINING, DIRECTLY OR INDIRECTLY, TO THIS LEASE; (4) THE EXERCISE OF RIGHTS UNDER THIS LEASE; OR (5) AN ACT OR OMISSION ON THE PART OF LESSEE, ITS OFFICERS, EMPLOYEES, AGENTS, OR REPRESENTATIVES OR OF INDEMNITEES, OR ANY OF THEM, PERTAINING TO THIS LEASE, REGARDLESS OF WHETHER THE INJURY, DAMAGE, LOSS, VIOLATION, EXERCISE OF RIGHTS, ACT, OR OMISSION IS CAUSED OR IS CLAIMED TO BE CAUSED BY THE CONTRIBUTING OR CONCURRENT NEGLIGENCE ❑F 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. 2 IF CITY IS MADE A PARTY TO ANY LITIGATION AGAINST LESSEE OR IN ANY LITIGATION COMMENCE❑ BY ANY PARTY, OTHER THAN LESSEE RELATING TO THIS LEASE, LESSEE SHALL, UPON RECEIPT OF REASONABLE NOTICE REGARDING COMMENCEMENT OF LITIGATION, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER ❑ISPOSITION, DEFEND CITY IN ALL ACTIONS BASED THEREON WITH LEGAL COUNSEL SATISFACTORY TO THE CITY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND WHATSOEVER ARISING FROM ANY LIABILITY, INJURY, DAMAGE, LOSS, DEMAND, CLAIM, ❑R ACTION. Section 6 Insurance. A. Lessee shall secure and maintain at Lessee's expense, during the term of this Lease, insurance of the type and with the amount of coverage shown on the attached Exhibit "B", which is incorporated in this Lease by reference. Lessee shall use an insurance company or companies acceptable to the Risk Manager. Failure to maintain the insurance during the term of this Lease, at the limits and requirements shown on Exhibit "B", constitutes grounds for termination of this Lease. B. The Certificate of Insurance must be sent to the Risk Manager prior to occupancy of and operations at the Leased Premises. The Certificate of Insurance must provide that the City will have 30 days advance written notice of cancellation, intent to not renew, material change, or termination of any coverage required in this Lease. C. Lessee shall provide, during the term of this Lease, copies of all insurance policies to the Risk Manager upon written request by the City Manager- D. The Risk Manager retains the right to annually review the amount and types of insurance maintained by Lessee, to require increased coverage limits, if necessary in the interest of public health, safety, or welfare, and to decrease coverage, if so warranted. In the event of any necessary increase, Lessee must receive 30 days written notice prior to the effective date of the requirement to obtain increased coverage. E. In the event alcoholic beverages are to be served on or in any Leased Premises covered by this Lease, the Lessee shali additionally obtain or cause to be obtained alcoholic beverage liability insurance in the amount of 1,000,000,00 covering the event or time period when alcoholic beverages are to be served. F. Lessee shall, prior to any addition or alteration to. in, on, or about the Leased Premises, obtain prior clearance, in writing, from the Risk Manager that the proposed addition or alteration will not necessitate a change or modification in the existing insurance coverage maintained by Lessee. This clearance is in addition to the prior consent required by Section 14 of this Lease. 3 Section 7. Limitation of Leasehold. City does not warrant its title to the Leased Premises, This Lease and the rights and privileges granted Lessee in and to the Leased Premises are subject to all covenants, conditions, restrictions, and exceptions of record or apparent. Nothing contained in this Lease may be construed to imply the conveyance to Lessee of rights in the Leased Premises that exceed those owned by City. Section 8. Term. The City leases the Leased Premises, subject to all terms and conditions of this Lease, to the Lessee for a period of five years, unless sooner terminated under another section of this Lease. The Lease begins October 1, 2020 and ends September 30, 2025, subject to prior termination. October 1, 2020 is the effective date of the Lease. The City will provide the yearly rent calculation for any renewal term, 90 days prior to the expiration date of this lease term. Section 9. Option to Renew. The Lessee has the option to renew this Lease for five years, subject to approval by ordinance of the City Council. Lessee must exercise this option by giving the City Manager notice at least 60 days prior to the last day of the term of the Lease. Section 10. Abandonment of Leased Premises. If the Lessee abandons the Leased Premises this Lease shall terminate automatically and City may take immediate possession of the Leased Premises. "Abandoned" means that the Leased Premises become vacant or deserted for a continuous period of 30 days. Section 11. Termination of Lease. Lessor and Lessee shall each have the right to terminate this Lease upon giving the other party 90 days written notice. If either Lessor or Lessee terminates this Lease pursuant to this section, Lessor will refund to Lessee an amount equal to the prorated portion of any rent paid by Lessee for the remainder of the lease term from the effective date of the notice. Lessor shall pay such amount within 30 days of receiving proper written notice from Lessee. If Lessor terminates this Lease for failure of Lessee to comply with the terms of this Lease, Lessor's power to terminate this Lease can be exercised only by ordinance duly adopted after notice and hearing. Section 12. Surrender. Subject to the holdover ;provisions in this Lease, Lessee acknowledges and understands that the City's agreement to lease the Leased Premises to Lessee is expressly conditioned on the understanding that the Leased Premises must be surrendered, upon the expiration, termination, or cancellation of this Lease, in as good a condition as received, reasonable use and wear, acts of God, fire and flood damage or destruction where Lessee is without fault, excepted. Section 13. Consideration. For and in consideration of the rights and privileges granted in this Lease, Lessee agrees to pay the City an annual rent of$9,600.00 for the entire 3.90 acres payable annually on or before October 1, 2020 anti every October 1st thereafter for the duration of said Lease. 4 Section 14. Alterations. A. Lessee may not make any alterations, additions, or improvements to, in, on, or about the Leased Premises, without the prior consent of the City Manager. Lessee has been granted access to the property by relocating south end of the fence to the north by 300 feet in order to make the room needed to utilize land for said purposes. B. Prior to making any alterations, additions, or improvements to, in, on, or about the Leased Premises, Lessee must submit the plans and specifications for the alterations, additions, or improvements to the City Manager for review. C. If the City Manager consents to the alterations, additions, or improvements, the Lessee shall obtain all required permits for the construction and the construction is subject to inspection by the City's Building Official, Director of Engineering Services, and their designated representatives. Section 15. Assignment and Subleasing. A. Lessee may not assign, sublet or encumber this Lease, without the prior approval of the City Council expressed by ordinance, which approval shall not be unreasonably withheld. Notwithstanding the foregoing, the City Council may delegate to the City Manager by ordinance the authority to approve a routine transfer of this Lease. B. Upon approval of the assignment, Lessee may request the City to release Lessee from any further liability under the Lease. City will grant the release if the assignee covenants to assume all obligations and duties of Lessee of this Lease. C. Any attempted assignment or sublet without the prior approval of the City Council or, if applicable, the City Manager renders this Lease void. D. An assignment of this Lease under the same terms and conditions is not an amendment of this Lease. E. Each provision, term, covenant, obligation, and condition required to be performed by Lessee must be binding upon any assignee and is partial consideration for City's consent to the assignment. F. Any failure of assignee to strictly comply with each provision, term, covenant, obligation, and condition in this Lease may render this Lease null and void. Section 16. Signs. A. Lessee may not exhibit, inscribe, paint, erect,. or affix any Sign at, on, or about the Leased Premises, or any part of this Lease, without the City Manager's prior written approval. 5 B. The City may require Lessee to remove, repaint, or repair any Signs allowed. If Lessee does not remove, repaint, or repair the Signs within 10 days of City Manager's written demand, City may do or cause the work to be done, and Lessee shall pay the City's costs within 30 days of receipt of the invoice. If payment is not timely made, the City may terminate this Lease upon 10 days written notice to Lessee. Section 17. Laws Affecting Operation of Leased Premises and Performance. Lessee shall comply with all Federal, State, and local laws, ordinances, rules, and regulations applicable to Lessee's operation of the Leased Premises and Lessee's performance under this Lease. This Lease is also subject to applicable provisions of the City Charter. Section 18. Nondiscrimination. Lessee covenants and agrees that Lessee 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 the action as the United States may direct to enforce this covenant. Section 19. Drug Policy. Lessee must adopt a Drug Free Workplace and drug testing policy that substantially conforms to the City's policy. Section 20. Violence Policy. Lessee must adopt a Violence in the Workplace and related hiring policy that substantially conforms to the City's policy. Section 21. Maintenance. Lessee shall maintain the Leased Premises and all improvements in good and safe condition during the Lease term, including ground cover. Section 22. Furniture, Fixtures, and Equipment. All personal property and trade fixtures furnished by or on behalf of Lessee remain the property of the Lessee, unless the personal property and trade fixtures are specifically donated to the City during the term of this Lease or any Holdover Period. Section 23. Utilities. Lessee shall pay for all utilities related to usage of Leased Premises. Failure to pay any utility bill(s) prior to the due date constitutes grounds for termination of this Lease. Section 24. City Use. The City retains the right to use or cross the Leased Premises with utility lines and easements. City may exercise these rights without compensation to Lessee for damages to the Leased Premises from installing, maintaining, repairing, or removing the utility lines and easements. City must use reasonable judgment in locating the utility lines and easements to minimize damage to the Leased Premises. 6 Section 25. Default. The following events constitute default under this Lease: (1) Failure to pay utilities before the due date. (2) Failure to perform scheduled maintenance. (3) Abandonment of the Leased Premises.. (4) Failure to maintain any insurance coverages required in this Lease. (5) Failure to timely pay City invoices for the removal, repainting, or repair of any Signs at the Leased Premises. (6) Failure to keep, perform, and observe any other promises, covenants and conditions contained in this Lease. Section 26. City's Remedies on Lessee's Default. Upon the occurrence of any event of default, the City may, at its option, in addition to any other remedy or right given under this Lease or by law: (1) Give notice to Lessee that this Lease terminates upon the date specified in the notice, which date will be no earlier than five days after the giving of the notice. (2) Immediately or at any time after the occurrence of the event of default and without notice or demand, or upon the date specified in a notice, if given, or in any notice issued under law, enter upon the Leased Premises or any part of the Leased Premises in the name of the whole and, upon the entry, this Lease terminates. In the event of default by Lessee under Section 25, the City has the option to pursue any one or more of the remedies provided in this Lease or afforded the City by law, without further notice or demand and without prejudice to any other remedy: (1) The City may enter into and upon the Leased Premises and retake possession, by legal proceedings or otherwise, expel Lessee and anyone claiming through or under Lessee, remove Lessee's or a claimant's goods and effects, forcibly, if necessary, and store the goods in the name and at the expense of Lessee. (2) After retaking possession as set out in the foregoing paragraph of this section, or upon abandonment of the Leased 'Premises by Lessee, the City may at the City's option relet the Leased Premises or any part of the Leased Premises, in the name of the City or otherwise, for a term or terms that may be less than or exceed the period that would otherwise constitute the balance of the term of this Lease. The term of such reletting by the City is evidence of the fair rental value of the Leased Premises for the balance of the term and the Lessee 7 shall be liable to the City for the amount by which the rent and other charges due under this Lease for the balance of its term exceeds the fair rental value of the Leased Premises for that period. Section 27. Modifications. No changes or modifications to this Lease may be made, nor any provisions waived, unless (i) the change or modification is approved by ordinance of the City Council after two readings and publication of notice, and (ii) the change or modification is made in writing and signed by persons authorized to sign agreements on behalf of each party. Section 28. Contact Person/Lease Administrator. For this Lease, the City's contact person and lease administrator is Bobby Harraid, Property & Land Acquisition Manager. Section 29. Notice. A. All notices, demands, requests, or replies provided for or permitted under this Lease by either party must be in writing and must be delivered by one of the following methods: (i) by personal delivery; (ii) by deposit with the United States Postal Service as certified or registered mail, return receipt requested, postage prepaid; (iii) by prepaid telegram; (iv) by deposit with an overnight express delivery service, for which service has been prepaid; or (v) by fax transmission. B. Notice deposited with the United States Postal Service in the manner described above will be deemed effective two business days after deposit with the United States Postal Service. Notice by telegram or overnight express delivery service will be deemed effective one business day after transmission to the telegraph company or overnight express carrier. Notice by fax transmission will be deemed effective upon transmission with proof of delivery. C. All the communications must only be made to the following: IF TO CITY: IF TO LESSEE: City of Corpus Christi Haas-Anderson Construction, Ltd Attn: Bobby Harraid, Property & Land c/o Randall Moore Acquisition Manager P. Q. Box 9277 P. 0. Box 7692 Corpus Christi, Texas 78469-9277 Corpus Christi, Texas 78467 Fax: (361) 826-3501 D. Either party may change the address to which notice is sent by using a method set out in this section. Lessee shall notify the City of an address change within 10 days after the address is changed. Section 30. Force Majeure. No party to this Lease shall be liable for delays or failures in performance due to any cause beyond their control including, without limitation, any delays or failures in performance caused by strikes, lock outs, fires, acts of God or the public enemy, common carrier, severe inclement weather, riots or interference by civil or 8 military authorities. The delays or failures to perform extend the period of performance until these exigencies have been removed. The Lessee shall inform the City in writing of proof of the force majeure within three business days or otherwise waive this right as a defense. Section 31. Relationship of Parties. This Lease establishes a landlord/tenant relationship, and no other relationship. This Lease must be construed conclusively in favor of that relationship. In performing this Lease, both the City and Lessee will act in an individual capacity and not as agents, representatives, employees, employers, partners, joint-venturers, or associates of one another. The employees or agents of either party may not be, nor be construed to be, the employees or agents of the other party for any purpose. Section 32. Not for Benefit of Third Parties. This Lease is only for the benefit of the City and Lessee, and no third party has any rights or claims under this Lease or against the City. Section 33. Publication Costs. Lessee shall pay for the cost of publishing the Lease description and related ordinance, as required by the City's Charter, in the legal section of the local newspaper. Section 34. Interpretation. This Lease will be interpreted according to the Texas laws which govern the interpretation of contracts. Section 35. Survival of Terms. Termination or expiration of this Lease for any reason does not release either party from any liabilities or obligations under this Lease that (a) the parties have expressly agreed survive any the termination or expiration; (b) remain to be performed; or (c) by their nature would be intended to be applicable following the termination or expiration of this Lease. Section 36. Captions. The captions utilized in this Lease are for convenience only and do not in any way limit or amplify the terms or provisions of this Lease. Section 37. Severability. A. If, for any reason, any section, paragraph, subdivision, clause, provision, phrase, or word of this Lease or the application of this Lease to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Lease, or the application of 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, for it is the definite intent of the parties to this Lease that every section, paragraph, subdivision, clause, provision, phrase, or word of this Lease be given full force and effect for its purpose. B. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Lease, then the remainder of this Lease is not affected, and in lieu of any illegal, invalid, 9 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 Lease automatically. Section 38. Venue. Venue lies in Nueces County, Texas, where this Lease was entered into and will be performed. Section 39. Entirety Clause. This Lease and the attachments and exhibits incorporated into this Lease constitute the entire agreement between the City and Lessee for the purpose granted. All other agreements, promises, representations, and understandings, oral or otherwise, with reference to the subject matter of this Lease, unless contained in this Lease are expressly revoked, as the parties intend to provide for a complete understanding within the provisions of this Lease and its exhibits of the terms, conditions, promises, and covenants relating to Lessee's operations and the Leased Premises to be used in the operations. Section 40. Binding Lease. It is further mutually understood and agreed that the covenants and agreements contained in the Lease, to be performed by the respective parties, are binding on the parties, and their respective successors and assigns. Section 41. Acknowledgment. Each party expressly agrees that it has independently read and understands this Lease. By Lessee's execution of this Lease, Lessee acknowledges and understands that this Lease is not binding on the City until properly authorized by the City Council and executed by the City Manager or by his designee. Section 42. Environmental Quality. A. Lessee acknowledges prior use of land which indicates that portions or all of Hala Pit Landfill is a closed municipal solid waste landfill. B. Lessee acknowledges receipt and acceptance of this notice required by the Texas Health and Safety Code and the Texas Commission on Environmental Quality ("TCEQ") rules of the Texas Administrative Code. C. Lessee acknowledges acceptance and has in its possession a spill prevention plan that abides by the Spill Prevention, Control and Countermeasure Regulation under the United States Environmental Protection Agency. Prior Use User acknowledges that all or portions of Hala Pit Landfill was a closed municipal solid waste landfill, and acknowledges receipt and acceptance of this notice required by Section 361.539 of the Texas Health and Safety Code and the Texas Commission on Environmental Quality's rules in Section 330.962 of Title 30, Texas Administrative Code. 10 User acknowledges that the City does not represent the land covered by this Lease is suitable for User' s intended use. User agrees to: (a) Comply with all applicable Federal and State of Texas laws and regulations applicable to construction and operation of the facilities contemplated by User on the easement granted herein, including those applicable to closed municipal solid waste landfills and the regulations relating to same including, but not limited to, Chapter 361 of the Texas Health & Safety Code and Title 30, Part 1, Chapter 330, Subchapter T, Rule § 330.963, Texas Administrative Code. (A copy of the current version of Rule § 330.963 is attached to and incorporated into this Lease.) (b) Not to disturb the integrity and function of the final cover, all components of the containment system, and any monitoring systems, without authorization of the TCEQ. (c) Take any action deemed necessary by the TCEQ to restore the final cover, any component of the containment system, or monitoring systems disturbed by the construction, maintenance or operation of any facilities proposed by User. (d) Conduct soil test as required by 30 TAC Rule § 330.953 before undertaking any development of the property, if applicable. (e) Obtain a development permit from the TCEQ before commencing any construction of an enclosed structure, as required by 30 TAC Rule § 330.954(a), if applicable. (f) Register any existing structures owned or being used by the User, if required by 30 TAC Rule § 330.954(c) or TCEQ. (The Director has a copy of the list of structures the City has registered with TCEQ.), if applicable. (g) Prepare any needed modifications to the Site Operating Plan, if required by 30 TAC Rules §§ 330.959(4) and 330.257(r) or TCEQ. (The Director has a copy of the current Site Operating Plan that was submitted to TCEQ.) 11 (h) Prepare a Structures Gas Monitoring Plan, if required by 30 TAC Rule § 330.959(5) or TCEQ. (The Director has a copy of the current Structures Gas Monitoring Plan that was submitted to TCEQ.) (i) Install landfill gas monitoring equipment in any enclosed structures owned or being used by the User, if required by 30 TAC Rule § 330.959 or TCEQ. (The City has installed and maintains gas monitoring equipment in some enclosed structures on the site, as part of the City"s Structures Gas Monitoring Plan approved by TCEQ. The City does not warrant that the enclosed structures are suitable, safe for use by adults or children, or do not pose a potential health threat to adults or children. The User may install additional landfill gas monitoring equipment in any enclosed structures used by the User, if the User or its officers, members, employees, agents, contractors, or invitees are concerned with the air quality within the enclosed structures.) (j) Operate any landfill gas monitoring equipment installed by the User and maintain all necessary records, as required by 30 TAC Rule § 330.960. Copies of all required records shall be submitted to the Director on a monthly basis. (k) Prevent the ponding of water on any property under the User's control. (1) Submit plans to control the drainage of storm waters from any structures used by the User to the Director for review and approval. (m) Hold the City harmless and indemnify City for any claims, penalties, or violations that result from User's, its assigns, or their agents disturbance of the said closed municipal solid waste landfill. TEXAS ADMINISTRATIVE CODE Title 30. ENVIRONMENTAL QUALITY Part 1. TEXAS COMMISSION ON ENVIRONMENTAL QUALITY Chapter 330. MUNICIPAL SOLID WASTE 12 Subchapter T. USE OF LAN❑ OVER CLOSED MUNICIPAL SOLID WASTE LANDFILLS Rule § 330.963 Notice to Buyers, Lessees, and Occupants (a) An owner of land that overlies a closed municipal solid waste (MSW) landfill shall prepare a written notice stating the former use of the facility, the legal description of property, notice of the restrictions on the development or lease of the land imposed by this subchapter and the Texas Health and Safety Code, Chapter 361, Subchapter R, and the name of the owner. The owner shall file for record the notice in the real property records of the county in which the properly is located. (b) An owner of land that overlies a closed MSW landfill shall notify each lessee and each occupant of a structure that overlies the unit of: (1) the land's former use as a landfill; and (2) the structural controls in place to minimize potential future danger posed by the MSW. 13 V.T.C.A., Health & Safety Code § 361.537 § 361.537. Lease Restriction; Notice to Lessee A person may not lease or offer for lease land that overlies a closed municipal solid waste landfill facility unless: (1) existing development on the land is in compliance with this subchapter; or (2) the person gives notice to the prospective lessee of what is required to bring the land and any development on the land into compliance with this subchapter and the prohibitions or requirements for future development imposed by this subchapter and by any permit issued for the land under this subchapter. EXECUTED IN TRIPLICATE, each of which shall be considered an original, on the , day of November 2020. LESSEE: Darryl Haas President of Haas-Anderson Management, L.C. General Partner STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on 0 V p Z 2020, by Darryl Haas as President of Haas-Anderson Management, L.C., General Partner on behalf of Haas-Anderson Construction, Ltd, a Texas limited liability company. LEE ANNSMITH � Notary ID 4:12NO08-7 My Commission Expires 1211IM021 Notary Public, State of Texas 14 LESSOR: ATTEST: CITY OF CORPUS RISTI ebecca Huerta eff H. Edmonds, P.E. City Secretary Director of Engineering Services GAJ6 23 , „AU11110KIw sr ( ItlliCll t ' _ T APPROVED AS TO LEGAL FORM: December 9 , 2020. �- SKIFTAR► W/__� 2020.12.09 11;63:21-06'00' Assistant City Attorney For City Attorney STATE OF TEXAS § COUNTY OF NUECES § qr This instrument was acknowledged before me on 12,- i 2020, by Jeff H. Edmonds, P.E., Director of Engineering Services of the City of Corpus Christi, a Texas home rule municipal corporation, on behalf of the corporation. ot!S`Y"�'mi Bobby C. Herraid.Jr. ota Pub SC, S ate o xas Notary Public,State of Texas Comm.Expires 1211t1122 Notary IQ 800075.3 15 File \Mproject\councilexhibits\ForkingLeoseexh2,dwq zc o CCIR BEAR POINT T'�s � M HNC �F LEASE LOCATION °s° creek Q� F.M. 43 LOCATION MAP NOT TO SCALE x°erti pqo RF N�s< POLICE VEHICLE IMPOUND YARD = PHASE I v� w � o� < oQ �o z �O R�qo O LEASE SITE 3.89 AC. OUT OF 2,E 06 AC. HALA PIT tio� R O LOCATION MAP NOT TO SCALE EXHIBIT "B" Lease: Ground Lease, Restricted CITY COUNCIL EXHIBIT Tenant: Hass Anderson Construction, Ltd. CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES Legal: 3.89 ac. out of Lot 2, Section 5, Bohemian PAGE: 1 of 1 — —_ Colony Lands, Nueces County, Texas MATE: 81712015 EXHIBIT B INSURANCE REQUIREMENTS I. LESSEE'S LIABILITY INSURANCE A. Lessee must not commence work under this agreement until all insurance required has been obtained and such insurance has been approved by the City. Lessee must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. B. Lessee must furnish to the City's Risk Manager and Contract Administer one (1) copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE Commercial General Liability Including: $1,000,000 Per Occurrence 1. Commercial Broad Form 2. Premises—Operations 3. Products/Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury-Advertising Injury C. In the event of accidents of any kind related to this agreement,Lessee must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. IL ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Lessee must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Lessee will be promptly met. B. Lessee shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Lessee's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A-VII. C. Lessee shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Lessee shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi, Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 A Lessee agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of,the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide 30 calendar days advance written notice directly to City of any, cancellation, non-renewal, material change or termination in coverage and not less than 10 calendar days advance written notice for nonpayment of premium. E. Within 5 calendar days of a cancellation,non-renewal,material change or termination of coverage,Lessee shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Lessee's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Lessee's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required,the City shall have the right to order Lessee to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Lessee hereunder until Lessee demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Lessee may be held responsible for payments of damages to persons or property resulting from Lessee's or its subcontractor's performance of the work covered under this agreement. H. It is agreed that Lessee's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. L It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. se GO � O� A v AGENDA MEMORANDUM First Reading for the City Council Meeting of November 19, 2024 'NOHPP PZ E 1852 Second Reading for the City Council Meeting of December 3, 2024 DATE: October 29, 2024 TO: Peter Zanoni, City Manager FROM: Arturo Marquez, CEcD, Ms. Econ, Director of Economic Development Arturom3@cctexas.com 361-826-3885 Whataburger Field Capital Improvement Project CAPTION: Ordinance approving Addendum No. 1 to Lease Agreement with Corpus Christi Baseball Club, L.P., providing for Type A funding in an amount not to exceed $137,260.00 on a reimbursement basis to make certain capital improvements to the Whataburger Field property in accordance with Major League Baseball Requirements, as approved by the Type A Board on October 21 , 2024. SUMMARY: The purpose of this item is to approve an addendum to the Lease Agreement for Whataburger Field which provides for $137,260 in Type A funding for improvements to the stadium property for netting extension for Player Development League (PDL) compliance, pedestrian concrete remediation, steel support remediation, concourse concrete remediation, and seat replacements. BACKGROUND AND FINDINGS: Since October 2020, the Corpus Christi Baseball Club, L.P. has invested more than $2.6 million in upgrades and improvements into the city owned Whataburger Field facility. Additionally, more investment is planned in 2025 including removing and replacing the 1,781 stadium bowl seats, replacing 3-5 HVAC units, flooring and pool projects, and replacing permanent asset concession equipment. Beginning in 2021 season, Major League Baseball (MLB) has assumed the role of governing body overseeing minor league baseball, also known as the Player Development League (PDL). Under the previous governance of the National Association of Baseball, there were no facility standards in place. With this shift, MLB has introduced new standards for minor league baseball facilities to improve operations and consistency across teams. All 120 license holders, including the Corpus Christi Hooks, are required to adhere to these enhanced standards to foster a more uniform workplace environment throughout the minor leagues. This standardization is expected to promote longer-term commitments from MLB teams, minimize the risk of team relocations, and secure the long-term presence of professional baseball in communities, generating lasting local impact. MLB has implemented a tiered grading system to assess facility compliance, requiring facilities to meet specific scoring thresholds over a three-year period: 2023: 30 points or fewer 2024: 20 points or fewer 2025 and beyond: 10 points or fewer Recent renovations, funded by Type A funding, have helped Whataburger Field meet some of the baseline requirements of this new grading system. To maintain compliance and uphold standards, several new projects have been identified for Whataburger Field. These projects include the extension of protective netting as required by the PDL amendment, which mandates netting beyond the current area down each of the foul lines. Additional work includes steel support remediation for the videoboard, replacing eroded steel supports for both the videoboard and signage cabinet. Pedestrian safety is also a focus, with planned concrete remediation in high-traffic areas to prevent tripping hazards. Furthermore, 11 locations within the seating bowl have been identified for concourse concrete remediation due to deterioration. Any remaining funds after these projects will be allocated toward a Hooks-funded project to replace 1 ,751 seats across seven sections of the stadium. These sections contain the last of the original seats, which are prone to breakage due to a flawed design. As the manufacturer is no longer in business, replacement stock is unavailable. The new seats will match the design and model of the other sections in the stadium, ensuring consistency in seat inventory and appearance across the ballpark. The Type A Board made a motion to approve the project in an amount not to exceed $137,260 for improvements to Whataburger Field on October 21, 2024. This item amends the lease between the City of Corpus Christi and the Corpus Christi Baseball Club to provide funding for certain capital improvements at Whataburger Field. ALTERNATIVES: City Council could choose not to approve these projects or to make recommendations. FISCAL IMPACT: Funding for this project will be from the Type A Fund - Fund 1140 Business and Job Development Fund. Funding Detail: Fund: 1140 Organization/Activity: 15010 Mission Element: 707 Project # (CIP Only): N/A Account: 530000 RECOMMENDATION: Staff recommends approving the ordinance to approve $137,260.00 for capital improvements to Whataburger Field. LIST OF SUPPORTING DOCUMENTS: Ordinance Addendum No. 1 to Lease Agreement PowerPoint — Scope of Work Ordinance approving Addendum No. 1 to Lease Agreement with Corpus Christi Baseball Club, L.P., providing for Type A funding in an amount not to exceed $137,260.00 on a reimbursement basis to make certain capital improvements to the Whataburger Field property in accordance with Major League Baseball Requirements. WHEREAS, on November 5, 2002, residents of the City of Corpus Christi ("City") passed Proposition 2, New and Expanded Business Enterprises, which authorized the adoption of a sales and use tax for the promotion and development of new and expanded businesses enterprises within the City at a rate of one-eighth of a percent for 15 years; WHEREAS, Proposition 2A on that same date, authorized "the use of a portion of the sales and use tax for the construction, operation and maintenance of a minor league baseball stadium;" WHEREAS, the 1/8th cent sales tax authorized by passage of Proposition 2 was subsequently enacted by the City Council and filed with the State Comptroller of Texas, effective April 1 , 2003, to be administered by the Corpus Christi Business and Job Development Corporation Board ("Type A Board") and used to build and maintain Whataburger Field in Corpus Christi; WHEREAS, on October 18, 2021 , the Type A Board determined that it is in the best interest of the citizens of the City that Type A sales tax funds be used to pay for a certain public improvement, namely capital improvements at Whataburger Field (the "Project") and voted to authorize the funds for this purpose, which Project was previously included in the budget approved by City Council on September 7, 2021 ; and WHEREAS, the Project is consistent with the purposes for which the Type A sales tax was created and approved by the voters of the City; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL FOR THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Council specifically finds that the foregoing statements included in the preamble of this ordinance are true and correct and adopts such findings for all intents and purposes related to the authorization of this project. SECTION 2. That the City Council approves an addendum to the Lease Agreement for Whataburger Field which provides for $137,260.00 in Type A funding for improvements to the stadium property for netting extension for Player Development League (PDL) compliance, pedestrian concrete remediation, steel support remediation, concourse concrete remediation, and seat replacements. SECTION 3. That the City Manager or designee is authorized to execute the Addendum No. 1 to Lease Agreement with Corpus Christi Baseball Club, L.P., which provides for Type A funding in an amount not to exceed $137,260.00 on a reimbursement basis, to make certain capital improvements to the Whataburger Field property in accordance with Major League Baseball Requirements. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2024. That the foregoing ordinance was read for the second time and passed finally on this the day of 2024. PASSED AND APPROVED on this the day of , 2024. ATTEST: Rebecca Huerta Paulette M. Guajardo City Secretary Mayor 1 ADDENDUM NO. 1 TO LEASE AGREEMENT WITH CORPUS CHRISTI BASEBALL CLUB,L.P. Whereas, on January 28, 2020, the City of Corpus Christi (herein referred to as "the City") and Corpus Christi Baseball Club, L.P., a Texas Limited Partnership (herein referred to as "Lessee") entered into the Second Amended and Restate Stadium Lease Agreement(herein referred to as the "Lease")regarding Whataburger Field; Whereas, the Lease authorized Lessee to make certain capital improvements to the Baseball Stadium; Whereas,the Lessee has proposed a capital improvement project to improve the stadium property The purpose of this item is to approve an addendum to the Lease Agreement for Whataburger Field which provides for $137,260 in Type A funding for improvements to the stadium property for netting extension for Player Development League (PDL) compliance, pedestrian concrete remediation, steel support remediation, concourse concrete remediation, and seat replacements. for netting extension for Player Development League (PDL) compliance, pedestrian concrete remediation, steel support remediation, concourse concrete remediation, and seat replacements. -(the "Project"); Whereas,the Corpus Christi Business and Job Development Corporation (the"Corporation")has approved funding in the amount of$137,260.00 for the completions of the Project, which funding will be transferred to the City for payment of the reimbursement under this Addendum; and Whereas, the intent of this addendum is to layout the responsibilities of each Parry specifically related to the Project. NOW,THEREFORE,THE PARTIES AGREE AS FOLLOWS: 1. The Parties enter into this addendum, effective on the date of last signature, to authorize the Project under the terms of the Lease. 2_City and Lessee agree that, in accordance with Sections 5.5 and 7.1 of the Lease and according to state law,the City authorizes the Lessee to proceed with the project to improve the stadium property 3. The purpose of this item is to approve an addendum to the Lease Agreement for Whataburger Field which provides for $137,260 in Type A funding for improvements to the stadium property for netting extension for Player Development League (PDL) compliance, pedestrian concrete remediation,steel support remediation,concourse concrete remediation,and seat replacements. -2-4.for netting extension for Player Development League (PDL) compliance, pedestrian concrete remediation, steel support remediation, concourse concrete remediation, and seat replacements, as described in Exhibit A and incorporated by reference. a. Project Completion.Lessee must cause the contractor to complete all work for the Project within one year following the Effective Date of this addendum.Lessee shall be responsible to provide oversight and contract management services including 1 2 inspection services to verify work is timely and properly completed. Lessee shall obtain all required City permits for the Project. b. Quarterly Updates. Lessee must provide quarterly updates on the Project to the City in October, January, April, and July until final completion of the Project. C. 2. City will provide funding for the Project, up to $137,260.00 on a reimbursement basis. a. City Maximum Funding Amount. The Parties agree that the funding from the City or Corporation required to complete the Project are not to exceed$137,260.00 which is defined herein as the "City Maximum Funding Amount." The City shall only be responsible for payments up to the City Maximum Funding Amount for completion of the Project. Lessee agrees to be responsible for payment of any costs which exceed the City Maximum Funding Amount. b. Reimbursement Payments. The City will pay the City Maximum Funding Amount to the Lessee in accordance with Section 7.4 of the Lease. 3. During the Project construction, City Director of Engineering Services and City Director of Parks and Recreation, or their designees,have the right but not the obligation to inspect the Project. Lessee agrees to timely resolve any issues identified by City staff that represent non-conformance with the Project design and construction plans. 4. Indemnification. The Parties agree that Lessee's indemnification obligations in the Lease apply to this project and that such obligations are incorporated here by reference as if fully set out here in their entirety. 5. This addendum is governed by the terms and conditions of the Lease, as amended, and is considered part of the Lease for all intents and purposes. Failure to comply with the terms of this addendum may be considered Lessee or City Default in accordance with Article XI of the Lease. 6. This addendum may be executed in multiple counterparts and all such counterparts will be deemed one and the same agreement among the parties whether or not the signatures of all parties appear on any given counterpart. AGREED TO BY: Corpus Christi Baseball Club,L.P., through its general partner, RSB Operations, LLC By: N. Reese Ryan, Member Date: 2 3 STATE OF TEXAS COUNTY OF This instrument was acknowledged before me on by N. Reese Ryan, Member of RSB Operations, LLC, as the general partner for Corpus Christi Baseball Club, L.P., on behalf of said partnership. Notary Public CITY OF CORPUS CHRISTI By: Title: Date: STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on by , on behalf of and for the City of Corpus Christi, Texas a Texas municipality on behalf of said municipality. Notary Public Approved as to form: a Q�ce�ine By: 11/8/2024 elln't City Attork< Date 3 ATTACHMENT A—PROJECT DESCRIPTION Lessee will provide construction improvements to the following items: • the stadium property The purpose of this item is to approve an addendum to the Lease Agreement for Whataburger Field which provides for $137,260 in Type A funding for improvements to the stadium property for netting extension for Player Development League (PDL) compliance, pedestrian concrete remediation,steel support remediation,concourse concrete remediation,and seat replacements. for netting extension for Player Development League (PDL) compliance. • pedestrian concrete remediation. • steel support remediation. • concourse concrete remediation. • seat replacements. 4 l - •'-� Ao 9STA00 � , it JL EWORK mm • e eo n 7 r • Extend foul line netting to end point of seating bowl at left and right field. • Using existing infrastructure,protective nettingwill be harnessed to on-field poleextending to end of seating bowl utilizing field railing along upward incline. • Same netting grade as existing netting will be installed for continuity and fan viewing. • Extension is facilitated by amended guidance from Major League Baseball regarding fan protection. CONCRETE REPAIRS • Repair cracked concrete located whereF° ' the concourse meets the top steps where f J aisles contain I-beam placement. 5,- • Total of eleven(11)locations • Area around all sides of I-beam will be replaced,refortified and new concrete installed '���" 1 � I _ _ S r _ C t , Miscellaneous concrete repairs throughout stadium to eliminate failures and trip hazards OARD STEEL REPAIRS ■ a� • Repair damaged and deteriorated purlins at the videoboard f i location. • Temporarily remove videoboard,scoreboard and rotating panels to allow for replacement and repair of four(4)purlins. • Assess all bolts and brackets as removal allows for full visibility. I iA k� SCOREBOARD STEEL REPAIRS 4. w '-+� �.. wit ��`.• 00"'y. ( •a1,y/�i�1. r.♦.. e a,..•.rryy } PN r 4 STADIUM SEAT REPLACEMENT AA r. Should the previously described projects be executed under budget,remaining funds could supplementally support the Hooks seating project. The Hooks will be removing and replacing 1,781 original seats,the last of which remain. The seat design is flawed with a short seat pivot arm supporting the seat bottom and is prone to breaking. The company is long out-of-business and no attic stock remain for ongoing replacements. New seat stanchions,backs and bottoms to be installed. Seat model will match those of existing seats for interchangeable compatibility. � S cl �o 0 � µCORPOOI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting December 3, 2024 DATE: December 3, 2024 TO: Peter Zanoni, City Manager FROM: Brett Van Hazel, Director of Asset Management Brettvh(a-)-cctexas.com (361) 826-3273 Josh Chronley, Assistant Director of Finance-Procurement JoshC2a-cctexas.com (361) 826-3169 Purchase of Vehicles and Equipment for the Corpus Christ Fire Department and the Public Works Department CAPTION: Resolution authorizing the purchase of three replacement 2025 Ford F-450 regular cab ambulance chassis from Silsbee Ford, of Silsbee, Texas, through the TIPS Cooperative for the Corpus Christi Fire Department in the amount of $213,629.79 and one replacement 2024 Caterpillar AP1000 Paver from Holt Cat Company, of Corpus Christi, Texas, through the Sourcewell Cooperative for the Public Works Department in the amount of $619,778.96, for a total combined amount of $833,408.75, with FY 2025 funding in the amount of$619,778.96 from the Fleet Equipment Replacement Fund and $213,629.79 from the General Fund. SUMMARY: This resolution authorizes the purchase of three replacement 2025 Ford F-450 regular cab ambulance chassis for the Corpus Christi Fire Department and one 2024 replacement Caterpillar AP1000 Paver for the Public Works Department. BACKGROUND AND FINDINGS: Fire Department: The Corpus Christi Fire Department will purchase three replacement 2025 Ford F-450 regular cab ambulance chassis in the amount of $213,629.79. Once the three replacement Ford F-450 regular cab ambulance chassis are received, they will be upfitted with the appropriate equipment and parts and then placed into service. This will allow for three current front-line medic units to be rotated to the reserve fleet. The three current medic units that will be rotated to the reserve fleet are each over nine years old and past their useful service lives. By moving the three current medics to the reserve fleet, it will help CCFD continue to provide a sufficient and reliable reserve fleet while adding replacement medic units to its frontline fleet. Maintaining dependable frontline and reserve fleet units helps CCFD to maintain its overall fleet capacity and response times. Currently, CCFD's fleet has 14 front line medic units. Below is a chart signifying the 14 CCFD fire stations with front line medic units. Station Address Medic Unit Council District 1 514 Belden 78401 Yes 1 2 13421 Leopard St 78410 Yes 1 3 1401 Morgan Ave 78404 Yes 1 4 2338 Rodd Field Rd 78414 No 4 5 3105 Leopard St 78408 No 1 6 6713 Weber Rd 78413 Yes 3 7 3722 S Staples St 78411 Yes 2 8 4645 Kostoryz Rd 78415 Yes 2 9 501 Navigation Blvd 78408 Yes 1 10 1550 Horne Rd 78416 Yes 3 11 910 Airline Rd 78412 Yes 4 12 2120 Rand Morgan Rd 78410 Yes 1 13 1802 Waldron Rd 78418 Yes 4 14 5901 S Staples St 78413 Yes 3 15 14202 Commodores Dr 78418 Yes 4 16 8185 State Hwy 361 78418 No 4 17 6869 Yorktown 78414 Yes 5 18 6226 Ayers St 78415 No 3 The purchase of the three replacement Ford F-450 regular cab ambulance chassis is part of an approved FY 2025 Budget Initiative. Public Works Department: The Public Works Department will purchase one replacement 2024 Caterpillar AP1000 Paver in the amount of $619,778.96. The replacement paver will replace Public Work's current 2010 Caterpillar AP- 1000D Paver, which is 14 years old and past its useful service life. The current 2010 Caterpillar AP-1000D Paver is experiencing frequent breakdowns (nine breakdowns during FY 2024) which are causing significant delays and increased maintenance costs. With the implementation of the City's Rapid Pavement Program and the recently approved Non-Structural Overlay program, it is crucial that Public Works has reliable and efficient equipment to meet its operational goals. The new Caterpillar AP1000 Paver offers several advanced features that will enhance productivity and efficiency. These features include: • Improved fuel efficiency with advanced Eco-mode and integrated generator design • Enhanced operational capabilities and superior turning capability • Advanced technology such as pave start assistant, thermal mapping, and hopper level sensors The funds for this replacement paver unit will come from the FY 2025 Vehicle Equipment Replacement Fund. This purchase will be for one of the two new pavers that will be acquired by Public Works during FY 2025. PROCUREMENT DETAIL: This procurement is through the Sourcewell Cooperative and the TIPS Cooperatives. Contracts awarded through the Sourcewell and TIPS Cooperatives have been competitively procured in compliance with local and state procurement requirements. For the three replacement Ford F-450 ambulance chassis, the City obtained a quote from Rockdale Country Ford through the BuyBoard Cooperative in the amount of $247,005.00 and another quote from Silsbee Ford through the TIPS Cooperative in the amount of$213,629.79. For the replacement Caterpillar AP1000 Paver, Holt Cat Company offers an 18% discount ($126,045.00) through the Sourcewell Cooperative versus an 8% discount ($56,020.08) through the BuyBoard Cooperative. Holt Cat Company is the exclusive Caterpillar vendor for South Texas. Below are two summary tables that provide respective cost comparisons for the purchase of the one replacement Caterpillar AP1000 Paver and the purchase of the three replacement Ford F-450 medic unit chassis. The first table shows the cost comparison between the Sourcewell Cooperative and the Buyboard Cooperative for the purchase of the replacement Caterpillar AP1000 Paver. The second table shows the cost comparison between the TIPS Cooperative and the BuyBoard Cooperative for the purchase of the three replacement Ford F-450 regular cab ambulance chassis. The costs provided in the table below are based on quotes provided in advance of the units being ordered through the approved vendor. The final price of the units is subject to change and will be realized upon finalization of the individual vendor contracts. To combat the potential price fluctuations, contingency funding of 10% has been included within the final costs to cover any price increases resulting from inflation, volatility of market conditions, and supply chain issues. Having a built-in contingency allows for greater flexibility in procuring vehicles and equipment in this fast-moving market. The contingency funds will only be accessed on an as-needed basis and any unused funds will remain available for future replacement purchases. F-450 Ambulance Chassis Dealer Contingen Coop Cost Less Charges Total Co- Final Cost ve Cooperati Base Cost Discoun Coop and op Cost cy Costs r for 3 F-450 t% Discount Discounts Per Unit 10Un Unit) Chassis N BuyBoard $55,995.00 22.94% $43,150.00 $31,700.00 $74,8850.0 $7,485.00 $247,005.00 TIPS $55,995.00 16.72% $46,631.00 $18,105.30 $64,7736.3 $6,473.63 $213,629.79 AP1000 Paver Dealer Final Cost Coop Cost Less Charges Total Co-op Contingency for 1 Cooperative Retail Cost Discount Coop and Cost Per Costs of AP1000 % Discount Discounts Unit 10% Paver H Sourcewell $700,251.00 18% $574,206.00 $10,770.58 $563,435.42 $56,343.54 $619,778.96 BuyBoard $700,251.00 8% $644,230.92 $10,643.84 $633,587.08 $63,358.71 $696,945.79 ALTERNATIVES: The alternative is not to approve these purchases and instead continue using current units that are beyond their expected service lives. This would increase the cost of repairs and result in a loss of productive man- hours due to more frequent maintenance issues. It would also affect employee safety since the current units are beyond their expected services lives and could suffer malfunctions and other issues. FISCAL IMPACT: The fiscal impact in FY 2025 is an amount of$833,408.75, with funding in the amount of$619,778.96 from the Fleet Equipment Replacement Fund and $213,629.79 from the General Fund. FUNDING DETAIL: Fund: 1020 General Organization/Activity: 35100 City Ambulance Operations Department: 10 Fire Project # (CIP Only): N/A Account: 550020 Vehicles & Machinery Amount: $213,629.79 Fund: 5111 Fleet Equipment Replacement Organization/Activity: 12431 Streets Fund Fleet Department: 13 Fleet Project # (CIP Only): N/A Account: 550020 Vehicles & Machinery Amount: $619,778.96 RECOMMENDATION: Staff recommends approval of this item authorizing the purchase of three replacement 2025 Ford F- 450 regular cab ambulance chassis and one replacement 2024 Caterpillar AP1000 Paver, as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Exhibit 1 Spreadsheet Exhibit 2 Spreadsheet Resolution authorizing the purchase of three replacement 2025 Ford F-450 regular cab ambulance chassis from Silsbee Ford, of Silsbee, Texas, through the TIPS Cooperative, for the Corpus Christi Fire Department in the amount of$213,629.79 and one replacement 2024 Caterpillar AP1000 Paver from Holt Cat Company, of Corpus Christi, through the Sourcewell Cooperative, for the Public Works Department in the amount of $619,778.96, for a total combined amount of $833,408.75, with FY 2025 funding in the amount of $619,778.96 from the Fleet Equipment Replacement Fund and $213,629.79 from the General Fund. WHEREAS, the Fire and Public Works Departments are in need of acquiring four new replacement fleet vehicles and equipment as a direct purchase; and WHEREAS, such acquisitions are to be sourced through the purchasing cooperatives in the manner, at the amounts stated, and from the funding accounts identified in this resolution. Be it resolved by the City Council of the City of Corpus Christi, Texas: Section 1. The Fire Department is authorized to purchase three 2025 Ford F450 regular cab ambulance chassis for $213,629.79 from Silsbee Ford, through the TIPS Cooperative, with funding from the FY 2025 General Fund. Section 2. The Public Works Department is authorized to purchase one 2024 Caterpillar AP1000 paver for$619,778.96 from Holt Cat Company, through the Sourcewell Cooperative, with funding from the FY 2025 Fleet Equipment Replacement Fund. Section 3. Contingent funding of 10% has been included within the amounts shown in Sections 1 and 2, above, and is authorized pursuant to this resolution due to the ongoing volatility of market conditions and current supply chain issues, with such contingent funding to be accessed only on an as-needed basis per individual item purchased. Section 4. The City Manager, or his designee, is authorized to execute all documents necessary to acquire the vehicles and equipment enumerated in this resolution for a total amount not to exceed $833,408.75 and in the manner, from the fund accounts, and through the purchasing cooperatives, as applicable, that are identified in the previous sections of this resolution. PASSED AND APPROVED on the day of , 2024 ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary Exhibit 1 Paver and Medic Chassis Units Type of Coop Description Dept Quantity Vendor Name Cost Funding Reason Procurement Purchase Sourcewell Caterpillar AP1000 Paver Public Works 1 Holt Cat 619,778.96 Fleet Equipment Replacement Fund 1 Replacement Purchase TIPS Medic Chassis Units Fire 3 Silsbee Ford 213,629.79 General Fund 3 Replacement Total 4 833,408.75 Exhibit 2 Paver and Medic Chassis Units Purchase ,DeptReplace- Total Financial Additions Total Impact 2025 Public Works Fleet Equipment Replacement Fund 5111-12431-13 550020 Caterpillar AP1000 Paver 0 1 1 EA 619,778.96 619,778.96 619,778.96 Fire General Fund 1020-35100-10 550020 Ford F450 Regular Cab Ambulance Chassis 0 3 3 EA 71,209.93 213,629.79 213,629.79 0. 0. i grw, low - .-, d F450 Regular Cab Ambulance Chassis Fire Department Qty: 3 a Caterpillar AP1000 Paver Public Works Streets Qty: 1 � S cl �o o� � µCORPOOI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting November 19, 2024 DATE: October 22, 2024 TO: Peter Zanoni, City Manager FROM: Brandon Wade, Fire Chief BrandonW(a)cctexas.com (361) 826-3935 Josh Chronley, Assistant Director of Finance & Procurement Josh C2(a-)cctexas.com (361) 826-3169 Upfitting of Three Medic Units for the Fire Department CAPTION: Motion authorizing execution of a 32-month cooperative service agreement with Frazer, LTD., of Alvin, Texas, through the BuyBoard Cooperative, in an amount not to exceed $865,652.00 for the upfitting and installation of parts and equipment on three replacement F- 450 medic units for the Fire Department, with FY 2025 funding from the General Fund and the Vehicle Equipment Replacement Fund. SUMMARY: Motion authorizing a 32-month cooperative service agreement for the upfitting and installation of parts and equipment on three replacement F-450 medic units for the Fire Department (CCFD). BACKGROUND AND FINDINGS: This agreement includes the purchase of upfitting kits for three replacement FY 2025 F-450 medic units. The upfitting kits will include equipment and accessories such as lights, sirens, cameras, bumpers, paint, radio equipment, power sources, and a New Stryker Power-LOAD System. This item is an FY 2025 Budget Initiative, with funds allocated for the purchase of upfitting three replacement medic units. Currently, CCFD"s fleet has 14 front line medic units. With the approval of this purchase, it will allow the rotation of three current front-line medic units to our reserve fleet. The three medic units that will be rotated out of the reserve fleet are each over 9 years old. This will help CCFD continue providing a sufficient and reliable reserve fleet. Maintaining a dependable fleet of reserve units helps to increase overall fleet capacity and to maintain response times. Below is a chart signifying the 14 CCFD fire stations with front line medic units. Station Address Council Medic Unit District 1 514 Belden 78401 Yes 1 2 13421 Leopard St 78410 Yes 1 3 1401 Morgan Ave 78404 Yes 1 4 2338 Rodd Field Rd 78414 No 4 5 3105 Leopard St 78408 No 1 6 6713 Weber Rd 78413 Yes 3 7 3722 S Staples St 78411 Yes 2 8 4645 Kostoryz Rd 78415 Yes 2 9 501 Navigation Blvd 78408 Yes 1 10 1550 Horne Rd 78416 Yes 3 11 910 Airline Rd 78412 Yes 4 12 2120 Rand Morgan Rd 78410 Yes 1 13 1802 Waldron Rd 78418 Yes 4 14 5901 S Staples St 78413 Yes 3 15 14202 Commodores Dr 78418 Yes 4 16 8185 State Hwy 361 78418 No 4 17 6869 Yorktown 78414 Yes 5 18 6226 Ayers St 78415 No 3 PROCUREMENT DETAIL: This procurement is through the BuyBoard Cooperative. Contracts awarded through the BuyBoard Cooperative have been competitively procured in compliance with local and state procurement requirements. The table below shows that Frazer, LTD., through the BuyBoard Cooperative, offers cost savings of just under 1% as compared to the HGAC Buy Cooperative for like base model and options. Additionally, the cooperative fee for the BuyBoard purchase orders is $200 less than HGAC. BuyBoard HGAC Base Rate per Base Rate per Variance Description Unit Unit % Variance $ Base Price - Type 1 F- $124,120.00 $125,104.00 0.79% $984.00 450 Added options $164,164.00 $165,527.00 0.83% $1 ,363.00 $800.00 $1 ,000.00 $200.00 Cooperative Fee ($266.67 per ($333.33 per 25.00% ($66.66 per unit) unit) unit) Total (Per unit) $288,550.67 $290,964.33 0.84% $2,413.66 ALTERNATIVES: The alternative is to not purchase the additional medic units and continue to utilize less reliable, reserve medic units. However, with the increase in emergency services calls over the past year, using the less reliable reserve medic unit is not recommended. FISCAL IMPACT: The fiscal impact in FY 2025 is an amount of $865,652.00 which will be paid through the General Fund and the Vehicle Equipment Replacement Fund. This item is an FY 2025 Budget Initiative, with funds allocated for the purchase of upfitting three replacement medic units. FUNDING DETAIL: Fund: 1020 General Fund Organization/Activity: 35100 City Ambulance Operations Department: 10 Fire Department Project # (CIP Only): N/A Account: 550020 Vehicles & Machinery Amount: $411,370.21 Fund: 5111 Vehicle Equipment Replacement Fund Organization/Activity: 11112 Short Term Debt Purchase Department: 13 Fleet Maintenance Project # (CIP Only): N/A Account: 550020 Vehicles & Machinery Amount: $454,281.79 RECOMMENDATION: Staff recommends approval of this motion authorizing execution of a 32-month service agreement for upfitting, manufacturing, installation of parts, and equipment on three medic units for CCFD, as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Price Sheet City Of Corpus Christi Service Agreement for 3 Medic Units Contracts and Procurement Upfitting on provided F-450 Chasis Sr.Buyer: Marco Lozano Services for CCFD BuyBoard Cooperative#650-21 "Chassis Type: Type 112'on Customer Provided Chassis $ 124,120.00 Published Options 1 Chassis//Heat Shielding//Heat Shielding $ 1,750.00 2 Chassis//Paint//Paint One Color $ 5,500.00 3 Chassis//Suspension//LiquidSpring on Rear Axle $ 12,000.00 4 Chassis//Paint//Repaint Wheel Set $ 2,000.00 5 Chassis//Camera//Dodge OEM Camera $ 750.00 6 Chassis//Grille Guard//Black Ranch Hand Grille Guard/Full $ 1,500.00 Replacement with Wr 7 Chassis//Air Horn System//Dual 10"&12"Air Horns $ 1,250.00 8 Module//PowerSource//MEPS $ 15,000.00 9 Module//Paint//Non White 12' $ 2,250.00 10 General//All products listed in the current Stryker/Physio- $ 38,750.00 Control List Price Boo 11 Module//Captain's Chair//Valor Captain's Chair with Child $ 2,000.00 Safety 12 Chassis//Air Horn System//Standard Compressor $ 750.00 13 General//All products listed in the current Whelen Automotive $ 7,300.00 Distributor Price 14 Module//Shorepower//Dual 20/30 Kussmaul $ 750.00 15 Module//Hold-Open//Gas Hold-Opens on Compartments $ 1,000.00 16 Chassis//Security//Anti-theft System $ 750.00 17 Module//Acrylic//22 Pocket Acrylic Holder $ 750.00 18 Module//Cabinets//Double Squad Bench Cabinet $ 750.00 19 Module//Restraint//6pt Harness(each)(includes structure) $ 500.00 20 Module//Restraint//6pt Harness(each)(includes structure) $ 500.00 21 Module//Restraint//6pt Harness(each)(includes structure) $ 500.00 22 Module//Glovebox/Handrail//Glove box/Handrail Combo at the $ 350.00 S uad Bench 23 Chassis//Tint//Chassis Window Tint $ 250.00 24 Chassis//Air Horn System//Operated with Momentary Switch $ 100.00 25 Module//Action Wall//(2)Dual USB $ 250.00 Total Published Options $ 97,250.00 Unpublished Options 1 Customer Provided Chassis&Items Fee(Including Replacement $ 5,451.00 of Rear 2 Luverne Running Boards $ 1,500.00 3 Blackout Cladding-Powdercoated treadbrite on diamond plating $ 2,100.00 and 4 Tier 2 Standard Graphics Package $ 6,200.00 5 Install Customer Provided Radio Equiment $ 1,200.00 6 Furnish&Install FireTech Mini Brow Light $ 2,250.00 7 Install Customer Provided CradlePoint Modem&Run Cat-5 cable $ 2,250.00 for Key 8 Furnish&Install Plastix Plus console in lieu of Frazer console $ 3,500.00 9 Furnish&Install Transafe Power-Load Floor Mount Kit $ 5,000.00 10 Chassis Exterior Upgrade-price variance to match Frazer Quote $ 9,000.00 11 Module Ext.Upgrade/price variance to match Frazer quote $ 7,250.00 12 Furnish&Install Large Map Holder w Ribbed Rubber interior and $ 750.00 Lind 13 Laydown 02 with Divider&Removable Shelf includes 2 high D $ 975.00 cylinder 14 Module Interior Upgrade-price variance to match Frazer Quote $ 3,800.00 15 Price Variance for 12'XT Module vs 12'Module as shown on line $ 14,938.00 12 16 Chassis Interior Upgrades-Price Variance to Match Frazer Quote $ 750.00 Total Unpublished Options $ 66,914.00 Base Price $ 124,120.00 Published Options $ 97,250.00 Unpublished Options $ 66,914.00 Subtotal(1) $ 288,284.00 Extended Total(3)units $ 864,852.00 Buyboard Fee $ 800.00 Grand total for three medic units 1 $ 865,652.00 �pV SC 0 > SERVICE AGREEMENT NO. 6154 U Upfitting of Three Medic Units NO RPON Af 1852 THIS Upfitting of Three Medic Units Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Frazer, LTD ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Upfitting of Three Medic Units in response to Request for Bid/Proposal No. Buyboard #650-21 ("RFB/RFP"), which RFB/RFP includes the required scope of work and all specifications and which RFB/RFP and the Contractor's bid or proposal response, as applicable, are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Upfitting of Three Medic Units ("Services") in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2. 2. Term. The term of this Agreement is 32 months beginning on the date provided in the Notice to Proceed from the Contract Administrator or the City's Procurement Division. The parties may mutually extend the term of this Agreement for up to zero additional zero-month periods ("Option Period(s)"), provided, the parties do so in writing prior to the expiration of the original term or the then-current Option Period. 3. Compensation and Payment. This Agreement is for an amount not to exceed $865,652.00, subject to approved extensions and changes. Payment will be made for Services performed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Any amount not expended during the initial term or any option period may, at the City's discretion, be allocated for use in the next Option Period. Invoices must be mailed to the following address with a copy provided to the Contract Administrator: City of Corpus Christi Attn: Accounts Payable Service Agreement- Frazer (Medic Units) Page 1 of 7 P.O. Box 9277 Corpus Christi, TX 78469-9277 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Tracey Escalante Fire Department Phone: 361-826-3994 Email: TraceyH@cctexas.com 5. Insurance. Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 6. Purchase Release Order. For multiple-release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. 7. Inspection and Acceptance. City may inspect all Services and products supplied before acceptance. Any Services or products that are provided but not accepted by the City must be corrected or re-worked immediately at no charge to the City. If immediate correction or re-working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item's bid/proposal price, must be paid by the Contractor within 30 days of receipt of City's invoice. 8. Warranty. (A) The Contractor warrants that all products supplied under this Agreement are new, quality items that are fit for their intended purpose and of good material and Service Agreement- Frazer (Medic Units) Page 2 of 7 workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B) In addition, the products purchased under this Agreement shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. (C) Contractor warrants that all Services will be performed in accordance with the standard of care used by similarly situated contractors performing similar services. 9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator. 10. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such Services in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 12. Subcontractors. In performing the Services, the Contractor will not enter into subcontracts or utilize the services of subcontractors. 13. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other applicable taxes. Upon request, the City Service Agreement- Frazer (Medic Units) Page 3 of 7 Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Tracey Escalante, Contracts/Funds Administrator 2406 Leopard St., Suite 300 Corpus Christi, TX 78408 Phone: 361-826-3994 Fax: 361-826-4339 IF TO CONTRACTOR: Frazer, LTD Attn: Kalyn Salsman, Regional Sales Manager Address: 7219 Rampart St. Houston, TX 77081 Phone: 281-817-6224 Fax: N/A 17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION Service Agreement- Frazer (Medic Units) Page 4 of 7 OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City may terminate this Agreement for Contractor's failure to comply with any of the terms of this Agreement. The City must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City may terminate this Agreement immediately thereafter. (B) Alternatively, the City may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City may also terminate this Agreement upon 24 hours written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Owner's Manual and Preventative Maintenance. Contractor agrees to provide a copy of the owner's manual and/or preventative maintenance guidelines or instructions if available for any equipment purchased by the City pursuant to this Agreement. Contractor must provide such documentation upon delivery of such equipment and prior to receipt of the final payment by the City. 20. Limitation of Liability. Each parties maximum liability under this Agreement is limited to the total amount of compensation listed in Section 3 of this Agreement. In no event shall either party be liable for incidental, consequential or special damages. 21. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 22. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 23. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding attachments and exhibits); Service Agreement- Frazer (Medic Units) Page 5 of 7 B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1 ); then, D. the Contractor's bid response (Exhibit 2). 24. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement if required by said statute. 25. Governing Law. Contractor agrees to comply with all federal, Texas, and City laws in the performance of this Agreement. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 26. Public Information Act Requirements. This paragraph applies only to agreements that have a stated expenditure of at least $1,000,000 or that result in the expenditure of at least $1,000,000 by the City. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Contractor agrees that the contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. 27. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. Service Agreement- Frazer (Medic Units) Page 6 of 7 CONTRACTOR Signature: Printed Name: Title: Date: CITY OF CORPUS CHRISTI Josh Chronley Assistant Director of Finance - Procurement Date: Approved as to form: Assistant City Attorney Date Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit 1 : RFB/RFP No. Buyboard #650-21 Exhibit 2: Contractor's Bid/Proposal Response Service Agreement- Frazer (Medic Units) Page 7 of 7 ATTACHMENT A: SCOPE OF WORK 1.1. General Requirements/Background Information The Contractor shall provide upfitting services for three Fire Department Medic Unit vehicles. Upfitting is the term used to describe the installation of accessories and equipment customized for Medical Emergency units. Three F-450 chassis will be provided by the City to the Contractor for upfitting with delivery of chassis expected between the months of March to May 2025. 1.2. Scope of Work A. The Contractor shall provide upfitting services to include, but is not limited to, such items as lights, full compartment partitions, sirens, push bumpers, and center console keyboard mounting plates. B. The Contractor shall supply and install upfitting kits for the use in: a. Three 2024 Ford F-450 Medic Units. C. Installation of the upfitting equipment will be performed offsite in accordance with applicable, current, and recognized standards. D. The Contractor shall not come onto City property to perform the installation. E. City staff will provide the delivery and return of the vehicles selected for upfitting. F. Work shall be scheduled to begin within one week after all equipment is received by the vendor and the City has been notified. G. The Contractor shall complete three vehicles within 18-24 months after chassis are delivered. Revised 1 1.30.20 Page 1 of 1 �ZkPs4 Frazer— ATTACHMENT B -PRICING Defining the Future of Mobile Healthcare- DATE 09/09/2024 CONTACT NAME Rick Trevino TITLE Assistant Fire Chief DEPARTMENT NAME Corpus Christi Fire Department EMAIL rtrevino@cctexas.com Buyboard Quote# 4189 Rick Trevino, rtrevino@cctexas.com Below is itemized pricing for contract Ambulance#650-21: Chassis Type: Type 112' on Customer Provided Chassis 124,120.00 � s Published Options 1 1066 Chassis// Heat Shielding// Heat Shielding $ 1,750.00 2 . 1075 Chassis// Paint// Paint One Color $ 5,500.00 3 1086 Chassis H Suspension//LiquidSpring on Rear Axle $ 12,000.00 4 1077 Chassis H Paint//Repaint Wheel Set $ 2,000.00 5 1037 Chassis H Camera H Dodge OEM Camera $ 750.00 6 1065 Chassis H Grille Guard H Black Ranch Hand Grille Guard/Full Replacement with Wrap1rou6X0.00 7 1031 Chassis H Air Horn System H Dual 10"& 12"Air Horns $ 1,250.00 8 1193 Module//PowerSource H MEPS $ 15,000.00 9 1183 Module//Paint//Non White 12' $ 2,250.00 10 1011 General H All products listed in the current Stryker/Physio-Control List Price Book $ 38,750.00 11 1116 Module//Captain's Chair H Valor Captain's Chair with Child Safety $ 2,000.00 12 1036 Chassis H Air Horn System H Standard Compressor $ 750.00 13 1013 General //All products listed in the current Whelen Automotive $ 7,300.00 14 . 1202 L01iGdibaWiSf drepbster// Dual 20/30 Kussmaul $ 750.00 15 1167 Module// Hold-Open // Gas Hold-Opens on Compartments $ 1,000.00 16 . 1082 Chassis//Security//Anti-theft System $ 750.00 17 1100 Module//Acrylic//22 Pocket Acrylic Holder $ 750.00 18 1109 Module// Cabinets// Double Squad Bench Cabinet $ 750.00 19 1196 Module// Restraint//6pt Harness (each) (includes structure) $ 500.00 20 . 1196 Module// Restraint//6pt Harness (each) (includes structure) $ 500.00 21 1196 Module// Restraint//6pt Harness (each) (includes structure) $ 500.00 22 . 1159 Module// Glovebox/Handrail // Glovebox/Handrail Combo at the Squad $ 350.00 23 1088 Bhaskiis//Tint// Chassis Window Tint $ 250.00 24 . 1034 Chassis//Air Horn System // Operated with Momentary Switch $ 100.00 25 . 1101 Module//Action Wall //(2) Dual USB $ 250.00 Total Published Options $ 97,250.00 Unpublished Options 1 Customer Provided Chassis& Items Fee (Including Replacement of Rear $ 5,451.00 2 . Window with Sliding Window, $ 1,500.00 3 . Blackout Cladding- Powdercoated treadbrite on diamond plating and $ 2,100.00 4 . Tier 2 Standard Graphics Package $ 6,200.00 5 . Install Customer Provided Radio Equiment $ 1,200.00 6 . Furnish & Install FireTech Mini Brow Light $ 2,250.00 7 . Install Customer Provided CradlePoint Modem & Run Cat-5 cable for Key $ 2,250.00 8 . Furnish & Install Plastix Plus console in lieu of Frazer console $ 3,500.00 9 . Furnish & Install Transafe Power-Load Floor Mount Kit $ 5,000.00 10 . Chassis Exterior Upgrade - price variance to match Frazer Quote $ 9,000.00 11 Module Exterior Upgrade - price variance to match Frazer Quote $ 7,250.00 12 . Furnish & Install Large Map Holder with Ribbed Rubber interior and Lind $ 750.00 13 . Laydown 02 with Divider& Removable Shelf includes 2 high D cylinder $ 975.00 14 . Module Interior Upgrade - price variance to match Frazer Quote $ 3,800.00 15 . Price Variance for 12'XT Module vs 12'Module as shown on line 12 $ 14,938.00 16 . Chassis Interior Upgrades - Price Variance to Match Frazer Quote $ 750.00 Total Unpublished Options $ 66,914.00 Base Price $ 124,120.00 Published Options $ 97,250.00 Unpublished Options $ 66,914.00 Subtotal (1) $ 288,284.00 Qty 3 Extended Total (3) $ 864,852.00 Buyboard Fee $ 800.00 Grand Total $ 865,652.00 Chassis Dealer: Frazer, Ltd. Terms and Conditions Please make your purchase order out to: Frazer, Ltd. 7219 Rampart Houston,TX 77081 Please email a copy of your purchase order and this quote to Kalyn Salsman at 1 ksalsman(@frazerbilt.com 2 * Chassis prices subject to change, Frazer does not determine chassis pricing or the frequency of pricing changes. Dealer sets prices and increases at their discretion. Changes in pricing are more frequent due to current supply chain issues. Frazer will notify you of anv changes, if they occur. Thank you for the opportunity to quote this job. If you have any questions please don't hesitate to contact me. Best Regards, 1tal� SaljlmalL Regional Sales Manager Frazer, Ltd. 0: (281) 817-6224 M: (281) 505-4142 ksalsman(@fra7erbilt.com ATTACHMENT C: INSURANCE REQUIREMENTS I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this agreement until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor Agency to commence work until all similar insurance required of any subcontractor Agency has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administer one (1) copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE Commercial General Liability Including: $1 ,000,000 Per Occurrence 1 . Commercial Broad Form 2. Premises - Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury GARAGE KEEPERS PHYSICAL DAMAGE $1 ,500,000 COVERAGE including: Actual Cash Value of Vehicles While in Physical Damage on a Direct Primary Care, Custody or Control Basis C. In the event of accidents of any kind related to this agreement, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Contractor will be promptly met. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Contractor shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Contractor shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Contractor agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide 30 calendar days advance written notice directly to City of any, cancellation, non-renewal, material change or termination in coverage and not less than 10 calendar days advance written notice for nonpayment of premium. E. Within 5 calendar days of a cancellation, non-renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this agreement. H. It is agreed that Contractor's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. Bond Requirements: No bonds required for this Agreement. 2023 Insurance Requirements Ins. Req. Exhibit 4-D Contracts for General Services -Services Performed Offsite O1/01 /2023 Risk Management - Legal Dept. ATTACHMENT D: WARRANTY REQUIREMENTS Warranty is lifetime and covers the workmanship (wiring on the aftermarket, and installation of the parts.) The manufacture warranty covers the items that are installed in the vehicle. Page 1 of 1 RFQ Revised 4.19.2019 bus c� 0 .o � AGENDA MEMORANDUM is52 Action Item for the City Council Meeting December 3, 2024 DATE: December 3, 2024 TO: Peter Zanoni, City Manager FROM: Ernesto De La Garza, Director of Public Works Ernesto D2(d)-cctexas.com (361) 826-1677 Josh Chronley, Assistant Director of Finance & Procurement Joshc2(a)cctexas.com (361) 826-3169 Concrete Ready Mix for Public Works CAPTION: Motion authorizing execution of a one-year supply agreement, with two one-year options, with Quality Readymix, LTD. LLP, of Corpus Christi in an amount up to $331,800.00, with a potential amount up to $995,400.00 if options are exercised, for the purchase of concrete ready mix utilized by the Public Works Department, with FY 2025 funding in the Storm Water Fund. SUMMARY: This motion authorizes a one-year service agreement, with two one-year options with Quality Readymix, Ltd. LLP, for the Public Works Department to purchase concrete ready mix. BACKGROUND AND FINDINGS: The Public Works department plays a crucial role in maintaining and repairing the city's concrete infrastructure. Concrete ready-mix is a fundamental material in these operations due to its durability, versatility, and essential role in construction projects. In addition to its own projects, the Public Works department frequently undertakes repair and maintenance tasks on behalf of other city departments. These tasks are managed through work orders, reflecting the collaborative efforts to maintain the city's infrastructure. Concrete, as a basic building material, is vital for construction. Its properties make it suitable for a wide range of applications, ensuring the longevity and structural integrity of various projects. Ensuring a reliable supply of high-quality concrete ready-mix is, therefore, imperative for the ongoing and future success of the city's infrastructure initiatives. PROCUREMENT DETAIL: Finance & Procurement conducted a competitive Request for Bid to obtain bids for a one-year supply agreement, with two one-year options, to provide concrete ready-mix for the Public Works Department. City staff contacted several vendors in the Corpus Christi area and even extended the solicitation period by one week to allow additional bidders to participate. However, the City only received one bid at the end of solicitation period. City staff analyzed the bid in accordance with the contract documents and recommends to award the contract to the responsive, responsible bidder, Quality Readymix, Ltd. LLP, of Corpus Christi. Quality Readymix, Ltd. LLP has provided the City this product for many years and is currently the incumbent. The table below demonstrates the proposed unit price of four distinct types of ready-mix concrete material required by the Public Works department to maintain city's infrastructure. The average costs per cubic yard have increased an average of $35.50 or 29.34% due to a combination of overall higher aggregate market cost and a lower volume discount from a reduction in quantities contracted. The contract volume decreased from 3,750 cubic yards in the prior agreement to 1,000 cubic yards in the proposed agreement. Class A 3000 PSI Concrete, 5/8 Pea Gravel concrete in the prior agreement cost $119 per cubic yard, but in the proposed agreement the cost increased to $158 per cubic yard with the reduced volume. Proposed Contract Description Unit Unit Price Class A 3000 PSI Concrete, 5/8 Pea Gravel Cubic Yards $158.00 Class A 3000 PSI Concrete, 5/8 PeaGravel, Straight Cement Cubic Yards $166.00 Class A 3000 PSI Concrete, 1" Gravel Cubic Yards $148.00 Class A 3000 PSI Concrete, 1" Gravel, Straight Cement Cubic Yards $156.00 ALTERNATIVES: An alternative is to not approve the supply agreement and risk the ability to conduct work due to the possible shortage of ready-mix concrete. FISCAL IMPACT: The fiscal impact for FY 2025 will be $331,800.00 with funding available in the Storm Water Fund. FUNDING DETAIL: Fund: 4300 Storm Water Organization/Activity: 32003 Concrete Maintenance Mission Element: Project # (CIP Only): Account: 530215 Maintenance and Repairs Contracted Amount: $331,800.00 RECOMMENDATION: Staff recommends approval of the motion authorizing this supply agreement with Quality Readymix, Ltd., LLP, of Corpus Christi, as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation Supply Agreement Presentation City of Corpus Christi Procurement Department Buyer: Erica A.Hernandez Bid Tabulation-RFB 5990 Concrete Ready Mix for Public Works Quality Readymix, LTD., L.L.P.of Corpus Christi ITEM Description UOM Qty Unit Price Total Price Class A 3000 PSI Concrete,5/8 Pea Cubic 1 Gravel,including transportation 1,000 $158.00 $ 158,000.00 Cubic Yards Class A 3000 PSI Concrete,5/8 Pea Cubic 2 Gravel,Straight Cement,including 250 $166.00 $ 41,500.00 transportation Yards 3 Class A 3000 PSI Concrete, 1" Cubic 700 $148.00 $ 103,600.00 Gravel,including transportation Yards Class A 3000 PSI Concrete, 1" Cubic 4 Gravel,Straight Cement,including 175 $156.00 $ 27,300.00 transportation Yards 5 Short Loads Charge Under 5-Yards Lod 7 $200.00 $ 1,400.00 TOTAL $331,800.00 ,bus c.� CO 0�' H SUPPLY AGREEMENT NO. 5990 v Concrete Ready Mix "oeroRae 1852 THIS Concrete Ready Mix Supply Agreement (''Agreement'') is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Quality Readymix, LTD., L.L.P. ("Contractor''), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Concrete Ready Mix in response to Request for Bid No. 5990 ("RFB"), which RFB includes the required scope of work and all specifications and which RFB and the Contractor's bid response are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Concrete Ready Mix in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. "Goods," "products", and "supplies", as used in this Agreement, refer to and have the same meaning. 2. Term. (A) The Term of this Agreement is one year beginning on the date provided in the Notice to Proceed from the Contract Administrator or the City's Procurement Division. The parties may mutually extend the term of this Agreement for up to two additional one-year periods ("Option Period(s)"), provided, the parties do so in writing prior to the expiration of the original term or the then-current Option Period. (B) At the end of the Term of this Agreement or the final Option Period, the Agreement may, at the request of the City prior to expiration of the Term or final Option Period, continue on a month-to-month basis for up to six months with compensation set based on the amount listed in Attachment B for the Term or the final Option Period. The Contractor may opt out of this continuing term by providing notice to the City at least 30 days prior to the expiration of the Term or final Option Period. During the month-to-month term, either Party may terminate the Agreement upon 30 days' written notice to the other Party. 3. Compensation and Payment. This Agreement is for an amount not to exceed $331 ,800.00, subject to approved extensions and changes. Payment will be made Supply Agreement Standard Form Page 1 of 7 Approved as to Legal Form October 29, 2021 for goods delivered and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Any amount not expended during the initial term or any option period may, at the City's discretion, be allocated for use in the next Option Period. Invoices must be mailed to the following address with a copy provided to the Contract Administrator: City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Name: Michael Nandin Department: Public Works Phone: 361-826-1671 Email: MichaelN2Ccctexas.com 5. Insurance. Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 6. Purchase Release Order. For multiple-release purchases of products to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of products to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and products will remain with the Contractor until such time as the products are delivered and accepted by the City. Supply Agreement Standard Form Page 2 of 7 Approved as to Legal Form October 29, 2021 7. Inspection and Acceptance. City may inspect all products supplied before acceptance. Any products that are delivered but not accepted by the City must be corrected or replaced immediately at no charge to the City. If immediate correction or replacement at no charge cannot be made by the Contractor, a replacement product may be bought by the City on the open market and any costs incurred, including additional costs over the item's bid price, must be paid by the Contractor within 30 days of receipt of City's invoice. 8. Warranty. (A) The Contractor warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B) In addition, the products purchased under this Agreement shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. 9. Quality/Quantity Adjustments. Any quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator 10. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such products in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 12. Subcontractors. In providing the Goods, Contractor will not enter into subcontracts or utilize the services of subcontractors. Supply Agreement Standard Form Page 3 of 7 Approved as to Legal Form October 29, 2021 13. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other applicable taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Michael Nandin Title: Contracts/Funds Administrator Address: 2525 Hygeia St. Corpus Christi, TX 78415 Phone: 361-826-1671 Fax: 361-826-1627 IF TO CONTRACTOR: Quality Readymix, LTD., L.L.P. Attn: Jerry Hernandez Title: Manager Address: 333 McBride. Corpus Christi, TX 78408 Phone: 361-289-2515 Ext. 1 Fax: N/A 17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEMNITEES') FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS Supply Agreement Standard Form Page 4 of 7 Approved as to Legal Form October 29, 2021 AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City may terminate this Agreement for Contractor's failure to comply with any of the terms of this Agreement. The City must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City may terminate this Agreement immediately thereafter. (B) Alternatively, the City may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City may also terminate this Agreement upon 24 hours written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Owner's Manual and Preventative Maintenance. Contractor agrees to provide a copy of the owner's manual and/or preventative maintenance guidelines or instructions if available for any equipment purchased by the City pursuant to this Agreement. Contractor must provide such documentation upon delivery of such equipment and prior to receipt of the final payment by the City. 20. Limitation of Liability. The City's maximum liability under this Agreement is limited to the total amount of compensation listed in Section 3 of this Agreement. In no event shall the City be liable for incidental, consequential or special damages. 21. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. Supply Agreement Standard Form Page 5 of 7 Approved as to Legal Form October 29, 2021 22. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 23. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1); then, D. the Contractor's bid response (Exhibit 2). 24. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement if required by said statute. 25. Governing Law. Contractor agrees to comply with all federal, Texas, and City laws in the performance of this Agreement. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 26. Public Information Act Requirements. This paragraph applies only to agreements that have a stated expenditure of at least $1 ,000,000 or that result in the expenditure of at least $1 ,000,000 by the City. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Contractor agrees that the contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. 27. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. Supply Agreement Standard Form Page 6 of 7 Approved as to Legal Form October 29, 2021 CONTRACTOR Signature: - �"�d Printed Name: Jerry Hernandez Title: Manager Date: 11 /25/2024 CITY OF CORPUS CHRISTI Josh Chronley Assistant Director of Finance - Procurement Date: Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit l : RFB No. 5990 Exhibit 2: Contractor's Bid Response Supply Agreement Standard Form Page 7 of 7 Approved as to Legal Form October 29, 2021 Docusign Envelope ID:9E2F3EE2-B6AF-43A7-9481-AO6D3CACC5D6 Attachment A - Scope of Work 1.1 General Requirements/Background Information The Contractor shall provide Class A 3,000 PSI ready-mix concrete, for the Public Works Department as outlined in this Scope of Work. 1.2 Scope of Work A. The Contractor will provide Class A 3,000 PSI ready-mix concrete from their local concrete batch plant; and delivered in a concrete mixer truck to various project sites where the Concrete Maintenance Division work crews are undertaking sidewalk/curb repair/construction of storm water work, to include delivery charges. B. The ready-mix concrete will be utilized in the City-owned curb machine to reconstruct concrete drainage infrastructure in support of the City's street maintenance and repairs. C. No additional fees or variances in pricing will be paid by the City. The materials and services provided must be invoiced based on a bid form. D. The ready-mix concrete shall not be delivered by volumetric concrete mixer trucks as this method produces inadequate cement mixture required for the proper operation of the City-owned curb machine. E. The Contractor will provide ready-mix concrete during hours of Monday- Friday from 6:30 AM to 5:00 PM excluding City holidays. F. Scheduling will be between the Contractor and Point of Contact listed below. G Scheduled Deliveries will be confirmed via email. H. Liquidated Damages will be assessed at $500 per day for previously confirmed deliveries cancelled or unfulfilled by the Contractor. Point of Contact Ron White (361) 826-3312 Office (361) 816-6097 Mobile RonWO-cctexas.com 1.3 Contractor Quality Control and Superintendence The Contractor shall establish and maintain a complete Quality Control Program that is acceptable to the Contract Administrator to assure that the requirements of the Contract are provided as specified. The Contractor will also provide supervision of the work to ensure it complies with the contract requirements. Page 1 of 1 Docusign Envelope ID:9E2F3EE2-B6AF-43A7-9481-AO6D3CACC5D6 _nt B: Bid Form ej, n �. CITY OF CORPUS CHRISTI o-4 " 0 CONTRACTS AND PROCUREMENT U BID FORM OflPOPaSE 1852 RFB No. 5990 Ready Mix Concrete PAGE 1 OF 1 Date: i Authorized Bidder: QuaI Signature: 1. Refer to "Instructions to Bidders" and Contract Terms a d o di ions before completing bid. 2. Quote your best price for each item. 3. In submitting this bid, Bidder certifies that: a. the prices in this bid have been arrived at independently, without consultation, communication, or agreement with any other Bidder or competitor, for the purpose i�f restricting CvrirpetiilGii 'vdit regard to filiCOS. b. Bidder is an Equal Opportunity Employer, and the Disclosure of Interest information on file with City's Contracts and Procurement office, pursuant to the Code of Ordinances, is current and true. c. Bidder is current with all taxes due and company is in good standing with all applicable governmental agencies. d. Bidder acknowledges receipt and review of all addenda for this RFB. Item Description UNIT 1'YR Unit Price Total Price QTY Class A 3000 PSI Concrete, Cubic [ 1 5/8 Pea Gravel, including Yards 1,000 $ $ J� K transportation Class A 3000 PSI Concrete, 2 518 Pea Gravel, Straight Cubic 250 $ $Cement, including Yards transportation Class A 3000 PSI Concrete, Cubic r 3 1" Gravel, including Yards 700 $ I $ transportation I lJ 1 Class A 3000 PSI Concrete, i- 4 1" Gravel, Straight Cement, Yards 175 $ `�i.5t<7 $ a ( D including transportation 5 Short Loads Charge Under 5- Per 7 $ zoo $ 1400 Yards Load l + TOTAL 1-Year Page 1 of 1 Docusign Envelope ID:9E2F3EE2-B6AF-43A7-9481-AO6D3CACC5D6 Attachment C: Insurance Requirements The City's Legal Department has recommended there be no insurance requirements for this particular scope of work, Purchase Contracts— Supply Agreements—Equipment Leases - Goods or Equipment Delivered to City Other Than Hazardous Chemicals. 2023 Insurance Requirements Ins. Req. Exhibit 1-A Purchase Contracts— Supply Agreements—Equipment Leases Goods or Equipment Delivered to City Other Than Hazardous Chemicals O1/01/2023 Risk Management—Legal Dept. Page 1 of 1 Docusign Envelope ID:9E2F3EE2-B6AF-43A7-9481-AO6D3CACC5D6 ATTACHMENT D: WARRANTY REQUIREMENTS No manufacturer's warranty required for this Agreement. Page 1 of 1 SC 0 U NOflPOflAT E� xss AGENDA MEMORANDUM Action Item for the City Council Meeting of December 3, 2024 DATE: December 03, 2024 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P.E., Director of Engineering Services a effreye(a-)cctexas.com (361) 826-3851 Nick 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 0oschc2(u-)-cctexas.com (361) 826-3169 Construction Change Orders ONS WTP Pre-Sedimentation Basin Dredging CAPTION: Resolution authorizing the approval of Change Order No. 1 with GFL Environmental Services USA, Inc., of Raleigh, North Carolina, for the ONS WTP Pre-Sedimentation Basin Dredging Project, in the amount up to$5,000,000.00, for a total amount not to exceed $13,757,565.00, with FY 2025 funding available from the Water Capital Fund. SUMMARY: This change order authorizes additional funding to dredge, dewater, haul and dispose of an amount between 11,000-18,000 BDT of accumulated solids within lagoon 5 and 6 at the O.N. Stevens Water Treatment Plant (ONSWTP). BACKGROUND AND FINDINGS: GFL Environmental Services USA, Inc., is currently completing the dredging project for the pre- sedimentation basin located at the O.N. Stevens Water Treatment Plant. The contractor is performing well and will be completing the planned quantities of work ahead of schedule. Lagoons 5 and 6 are decant lagoons that also require dredging. The accumulated material limits the storage capacity in the lagoons. The lagoons are intended to thicken sludge by providing detention time and sufficiently low velocity to allow solids to settle by gravity. Dredging lagoons five and six will maximize water storage capacity, provide optimal pretreatment solids settling, and allow for operational flexibility at ONSWTP. The solids within Lagoons 5 and 6 were not part of the original contract scope. Capital project 18130 for basin dredging for FY25 does include both lagoons. Due to the exceptional performance of the current contractor, CCW would like to add additional contract capacity via a change order. This would avoid the additional cost, time and effort to re-bid this scope of work. It would also avoid the risk of getting a low performing contractor since the current contractor has performed very well. This additional work consists of dredging, dewatering, hauling and disposing of an estimated 11,000-18,000 dry tons (DT) of settled sediments and water treatment plant residuals from lagoons 5 and 6. Removed material will be transported to the Cefe Valenzuela landfill. The Contractor will be responsible for conducting and providing documentation of trip tickets and paint filter tests (as applicable), moisture content test for daily composite samples, and all other required regulatory tests for each truckload sent to the landfill. Since the additional contract capacity exceeds the 25% statutory limit for change orders, a public necessity resolution is required. PROJECT TIMELINE: Change Order No. 1 doesn't add any additional calendar days to the construction contract. The anticipated substantial completion date of the project is September 2025. ALTERNATIVES: City Council could choose not to approve the Change Order No. 1 to GFL Environmental Services USA, Inc. Not approving the change order will require postponing and re-bidding that work at a future date. That could result in negative impacts to the water treatment process, additional time and expense to bid this work, additional cost for new contractor mobilization and an increased risk of receiving a higher bid or a lower-performing contractor. FISCAL IMPACT: The fiscal impact for Corpus Christi Water in FY 2025 is $5,000,000.00, with funding available from the Water Capital Fund. The FY25 capital budget includes $10,000,000.00 for the dredging of lagoons 5, 6, and 7. This change order will advance the project and utilize the allocated funding outlined in the CIP. FUNDING DETAIL: Fund: Water 2024 CIP (Fund 4491) Department: Water (45) Organization: Grants & Capital Projects Funds (89) Project: ONSWTP Pre-Sedimentation Basin Dredging (Project No. 18130A) Account: Demolition/Clean-up service (530220) Activity: 18130-A-4491-EXP Amount: $5,000,000.00 RECOMMENDATION: Staff recommend approval of this Change Order No. 1 in an amount up to $5,000,000.00 for the ONS WTP Pre-sedimentation Basin Dredging Project with GFL Environmental Services USA, Inc, to increase contract capacity to dredge, dewater, haul and dispose of an amount between 11,000- 18,000 DT of runoff-solids accumulated within lagoon 5 and 6 at the O.N. Stevens Water Treatment Plant (ONSWTP). LIST OF SUPPORTING DOCUMENTS: Resolution CIP Page Location and Vicinity Map Change Order No. 1 Resolution authorizing Change Order No. 1 with GFL Environmental Services USA, Inc., of Raleigh, North Carolina, for the ONS WTP Pre- Sedimentation Basin Dredging Project, in the amount of$5,000,000.00, for a total amount not to exceed $13,757,565.00, with FY 2025 funding available from the Water CIP Fund. WHEREAS, on March 19, 2024, City Council awarded a construction contract to GFL Environmental Services USA, Inc. in the amount of $8,757,565 for the O.N. Stevens Water Treatment Plant Pre-sedimentation Basin Dredging Project ("Project"); WHEREAS, the accumulation of material in lagoons 5 and 6 limits the City's ability to produce water and requires dredging; WHEREAS, State law provides that the contract price may not be increased by more than 25% unless an exception to competitive procurement applies; WHEREAS, there is a statutory exception for this procurement in Local Government Code, Section 252.022(a) (2), as this purchase is necessary to preserve or protect the public health or safety of the City's residents. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. The City Council specifically finds that the foregoing statements included in the preamble of this resolution are true and correct and adopts such findings for all intents and purposes related to the authorization of this procurement. SECTION 2. The City Manager or designee is authorized to execute Change Order No. 1 with GFL Environmental Services USA, Inc. in the amount of $5,000,000. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary Capital Improvement Plan 2025 thru 2027 City of Corpus Christi, Texas Project# 18130 ` k_� Project Name ONSWTP Sedimentation Basin Improvements s 'r"• Type Improvement/Additions Department Water Useful Life 40 years Contact Director of Water Utilities Category Water Treatment Priority Priority Level 1 Council District 1 Status Active Description O.N.Stevens Water Treatment Plant(ONSWTP)uses conventional water treatment processes for drinking water production.These processes generate residual treatment solids that accumulate in onsite storage lagoons.This project will dredge,dewater,haul,and dispose of water treatment residuals from the pre-sedimentation basin and lagoons 5,6,and 7 at ONSWTP. Project scope also includes removal of existing vegetation and cattails in the basin and lagoons.This project continues into the long-range plan. Justification The pre-sedimentation basin is greater than 40%full and must be dredged to increase storage capacity and assist in construction of E17047 ONSWTP Raw Water Influent and Chemical Feed Improvements project.Lagoons 5,6,and 7 must be dredged regularly to ensure sufficient solids storage capacity is available during water production at ONSWTP. Expenditures Prior Years 2025 2026 2027 Total Construction/Rehab 18,147,480 10,000,000 8,000,000 6,000,000 42,147,480 Design 1,148,962 1,148,962 Eng,Admin Reimbursements 1,733,488 500,000 400,000 300,000 2,933,488 Total 21,029,930 10,500,000 8,400,000 6,300,000 46,229,930 Funding Sources Prior Years 2025 2026 2027 Total Revenue Bonds 21,029,930 10,500,000 8,400,000 6,300,000 46,229,930 Total 21,029,930 10,500,000 8,400,000 6,300,000 46,229,930 Budget Impact/Other 71 This project will increase plant efficiency and allow for increased plant capacity reducing the cost to treat water in the long term. 356 jf.,. I M PROPOSAL DOCUMENT REV.04 City of Corpus Christi, TX Project: ONS WTP Dredging of Lagoons 5 & 6 Prepared by: GFIGREEN FOR LIFE Karl Bonneau environmental Project Manager Environmental Services Inc. Email: aonneauCa�flenv.com GFC Conte PROJECTOVERVIEW.............................................................................................................3 OBJECTIVE............................................................................................................................3 ESTIMATED TIMELINE...........................................................................................................4 SCOPE ...................................................................................................................................4 EQUIPMENTLIST....................................................................................................................5 PRICINGSCHEDULE ..............................................................................................................6 RESPONSIBILITIES.................................................................................................................6 ADDITIONAL INFORMATION..................................................................................................7 GFGREEN FOR LIFE environmental PROJECT OVERVIF`"s OBJECTIVE has been requested to provide a proposal to dredge, dewater and provide transport runoff-solids accumulated within lagoon 5 and 6. Based on data provided, the total volume to remove from these two lagoons is estimated at 11 ,000 to 18,000 DT. The intention is to nearly empty both Lagoons. The purpose of this document is to outline the equipment and process that will be used to safely and efficiently mobilize slurry from the lagoons to be serviced, chemically treat the slurry to propagate solid-water separation, and mechanically separate the solids from the liquid phase using multiple decanter centrifuges. Mobilization of the slurry from the lagoons to be serviced will be executed using the current manned dredge which will be placed into the appropriate lagoon by a crane. GFGREEN FOR LIFE environmental "TIMATED TIMELINE For lagoon 5 & 6, a timeline estimate has been provided in the table below based 24-hour operational days. will mobilize to the chosen lagoon right after finishing up the Pre- Sedimentation Lagoon. The timelines are based on the sludge analysis from samples taken by in August 2024. OPERATION DAY: 241-I rs LAGOON PROCESS TRANSFER (Day) 2 130 1 . will demobilize the current piping to re-mobilize to the chosen dredging Lagoon. The discharge piping will remain the same. The water line for polymer makeup will remain the same. 2. All existing equipment (dredge, centrifuges, etc.) will be utilized to dredge Lagoons 5 & 6. 3. The same process will be used (Please refer to the scope of work for the Pre- Sedimentation dredging project). a. Same Landfill b. Same hauling company c. Same laboratory d. Same process to establish the volume extracted GFGREEN FOR LIFE environmental EQUIPMENT LIST Quantity DescriptioP 1 Excavator 1 Set Flex Hose 1 Set Pipeline Floats 1 Rescue Boat with Life Jackets ALL Hose/HDPE Piping (8"/12") 1 Telescopic Forklift 3 Decanter Centrifuges 2 Polymer Trailers 1 Mix tank w/Screen 1 Office Trailer 3 Conveyors 1 Fuel tank 1 Set Berms & Liners 1 Set Concrete Blocks 1 Turbidity Curtain (One per lagoon) 1 Set Pumps 1 SP 2010 Mud Cat Dredge (Diesel), 30,0001b GGREEN FOR LIFE environmental PRICINGS HEDULE f 71 Lump Sum Bonds and Insurance to cover $25,300 $25,300 this extension 2 Lump Sum Lagoon Transfer & $59,500 $119,000 (Per providing/installing Turbidity Lagoon) Curtain ** 11,000 DT Dredging, Dewatering and $211 $2,321,000 Transportation of the sediments from Lagoons 5 & 6 *** 7,000 DT Additional Dredging, $211 $1,477,000 Dewatering and Transportation of the sediments from Lagoons 5 & 6 for quantities over 11,000 DT 2 Lump Sum Removal of Cattails $43,800 $87,600 (Per Lagoon) 1 Lump Sum Full demobilization See note below TOTAL 1 $4,029,900 Full demobilization Costs: Part of the existing contract - Item Al ** This item includes all costs for rerouting temporary piping and other appurtenances *** This item may or not be utilized and may be authorized by the City after 11,000 DT are reached RESPONSIBILITIES Operation and maintenance of the system with the highest X safety measures. Supply the required energy (Electric) X Disposal (Tipping Fees) to Cefe Valenzuela Landfill X Spill Mitigation & Turbidity Management X Manage/supply/maintain fittings/disconnects/piping X Loading Pad (Anchor blocks for solids) X Slurry transfer and management of feed stock X Access to landline phone X Access to WiFi X Supply equipment to unload and install equipment (crane, X loader, zoom-boom) Water for polymer (Surface Water Lagoon 7) X Stage area and unrestricted access to site X Fuel for onsite equipment delivered daily X Auxiliary supplies (lighting, bathrooms, lunchroom, lodging, X lunch meals etc) Essential Process Equipment Spare parts X Analysis and reporting X 1. In the event O.N. Stevens Water Treatment Plant requests a1 _ to cease operations or the process is stopped for a scope change, standby rates will apply. 2. All other contractual conditions (other than tipping fees) and requirements from the original contract package (18130A — ONSWTP Pre-sedimentation Basin Dredging) will remain unchanged unless otherwise stated. 3. The unit pricing for the dredging, dewatering and transportation of the sediments is different than the unit pricing for the dredging, dewatering and transportation of the sediments of the existing contract due to the nature of the two sludges. After performing our lab testing of the solids from lagoon 5 & 6, we have come to the conclusion that we cannot achieve as high dewatered solids in Lagoon 5 & 6 as we did in the pre-sedimentation basin. This lower final solid dryness will impact our capacity to achieve high DT daily production as we are seeing in the pre-sedimentation basin. 4. will maintain all necessary spare parts on site to ensure minimum down time. 5. O.N. Stevens Water Treatment Plant is not responsible for any delays caused by GFL, should they occur. G F C « oR 6. Any change to the scope or additional requirements that are not specifically mentioned in this proposal may result in additional charges and must be discussed and agreed upon in advance by both parties designated site representatives. 7. This quote expires 90 days from the date of issue. O.N. Stevens Water Treatment Plant Approval: Name: Signature: Date: IPO#: Reference Environmental Solutions (US) Ltd.: TP-TX-2019-08-77.2 R� nN11 1W PROTJECT LOCATION � y,,,. W E coaaus - o �� AIR oP- CORPUS CHRISTI BAY �FQ OfliK. - y r ROap � pAN�U Ca✓0 Of1490 NASFM I h ro�p 1% FM 2— /H 37 O LOCATION MAP ' P wHP«AP .. NOT TO SCALE . -. W '` LEOPARD s'T _ nlip, s LAGOON 5 t lb � PROJECT LOCATION PRE-SEDIMENTATION BASIN LAGOON 6 O.N. STEVENS WATER TREATMENT PLANT 1 .,� AERIAL MAP NOT TO SCALE PROJECT NUMBER: 18130A IF a O.N. STEVENS SEDIMENTATION CITY COUNCIL EXHIBIT eL6i%21\,� CITY OF CORPUS CHRISTI,TEXAS BASIN IMPROVEMENTS DEPARTMENT OF ENGINEERING SERVICES Construction Change Order: O.N. Stevens Water _ g Treatment Plant Pre-Sedimentation Basin Dredging Project Nicholas Wlnkelmann, P.E. Director of Water Systems and Support Services Corpus December 3ChhLWater„ f 2024 ccws"e, ingg t the Coastal Bend Current Project • GFL Environmental Services USA, Inc., is currently completing the dredging project for the pre- sedimentation basin located at O.N. Stevens Water Treatment Plant (ONSWTP) Notice to proceed issued May 672024 Contractor is performing well and will complete the project ,._ ahead of schedule CCW-2 � 1 1 1 Id Ll� 4�r)� �� _ Change Order Request • Authorizes additional funding to dredge, dewater, haul and dispose of 11,000-18,000 dry tons of accumulated solids within lagoons five and six at ONSWTP • Dredging lagoons five and six will maximize water storage capacity, provide optimal pretreatment solids settling, and allow for operational flexibility • This additional work is required until a solids handling facility is designed and constructed, which is the planned permanent solution for the removal of sludge ' and settled solids at ONSWTP • Change Order No. 1 doesn't add any additional calendar days to the construction contract • Anticipated substantial completion date of the project is September 2025 Staff Recommendation • Staff recommends approval of Change Order No. 1 in an amount of $5,000,000.00 for the ONSWTP Pre-sedimentation Basin Dredging Project with GFL Environmental Services USA, Inc. • Change Order No. 1 will increase contract capacity to dredge, dewater, haul and dispose of 11,000-18,000 dry tons of accumulated solids within lagoons five and six • Funding is budgeted in FY 2025 CIP: project 18130 .�, 5 Thank you ! Corpus Christi Water- Serving the Coastal Bend .bus cr 0 h U 'NCORPOPPE AGENDA MEMORANDUM Action Item for the City Council Meeting of December 3, 2024 DATE: December 3, 2024 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P. E., Director of Engineering Services 0effreye(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 0oschc2Ca)-cctexas.com (361) 826-3169 Professional Services Contract SH 286 Water Line Replacement CAPTION: Motion authorizing a construction contract with Mor-Will, LLC, Mission, TX, for the State Highway 286 Water Line Replacement in an amount not to exceed $8,296,534.92, located in Council District 5, with FY 2025 funding available from the Water Capital Fund. SUMMARY: This motion approves a construction contract for the SH 286 Water Line Replacement project. The project involves replacing 2.64 miles of small-diameter water line with a new 16-inch transmission main adjacent to the SH 286 right-of-way from FM 43 (Weber) to FM 2444 (S. Staples St.). It also includes installing 2.60 miles of new 16-inch water transmission main along FM 43, FM 2444, and SH 286 (North), with connections to the City's existing distribution system. BACKGROUND AND PURPOSE: The SH 286 Water Line Replacement involves relocating the existing water line between FM43 (Weber Rd) and FM2444 (Staples St.) to accommodate TxDOT's SH286 extension construction. The project includes abandoning and removing approximately 2.5 miles of existing 2.5-inch, 3- inch, and 4-inch water lines from FM43 (Weber Rd.) to FM2444 (Staples St.) within the SH286 right-of-way, replacing them with a new 16-inch transmission main. Additionally, it involves installing 2.38 miles of new 16-inch water transmission main along FM43, FM2444, and north SH286 to meet the area's growing demands. The new 16-inch water transmission main is being installed to increase pressure, flow, and reliability as the city extends its distribution system south to serve new residential areas south of Oso Creek. The segments on FM43, FM2444, and north on SH286 will complete a looped grid main system on the south side of Oso Creek. The proposed 16-inch transmission main on FM43 will connect to the existing 48-inch transmission main, while the proposed 16-inch transmission main on FM2444 will connect to the existing 42-inch transmission main. Additionally, several 12-inch laterals will extend across Sh286 to supply water to residents on the east side of the right-of-way. The transmission main construction will primarily use conventional trenching for most of the proposed alignment. Borings for roadways and Oso Creek crossing will be conducted using auger boring and horizontal directional drilling (HDD). PROJECT TIMELINE: 2022 - 2024 20241 1 • April - August S O N D January - January Design Bid/Award Construction The Project schedule reflects City Council award in December 2024 with anticipated construction completion in January 2026. COMPETITIVE SOLICITATION PROCESS: On September 2, 2024, the Contracts and Procurement Department issued a Request for Bids (RFB #6065) for SH 286 Water Line Replacement, City Project Number 20101. On October 23, 2024, the city received bids from nine bidders. The city analyzed the bids in accordance with the contract documents and determined that Mor-Will was the lowest responsive and responsible bidder. As the lowest bid received was within the acceptable range of the Engineer's Opinion of Probable Construction Cost, the city decided to proceed with the project. A summary of the bids is provided below: BID SUMMARY CONTRACTOR BASE BID Mor-Wil, LLC $8,296,534.92 Bridge Specialties Inc. $8,429,652.78 Gerke Excavating $8,458,098.01 M5 Utilities, LLC $8,523,456.92 Bay Ltd. $9,713,686.35 Guerra Underground, LLC $10,096,458.04 Max Underground Construction $10,372,457.28 Jhabores Construction Company, LLC $11,473,387.50 Timco Blasing & Coatings $13,987,192.00 Engineer's Opinion of Probable Construction Cost $10,744,553.70 Mor-Wil, LLC has been performing similar work for 15 years. Although Mor-Wil has not worked for the City of Corpus Christi, they have successfully completed various public infrastructure projects throughout the Rio Grande Valley area. Additionally, Mor-Wil's project manager has over 20 years of construction experience and, based on discussions, has a thorough understanding of the project's scope. ALTERNATIVES: The City Council could choose not to award the construction contract to the low bidder, Mor-Will LLC, which would delay necessary planned water infrastructure improvements and subsequently delay the TxDOT-planned SH286 widening project. FISCAL IMPACT: The fiscal impact to Corpus Christi Water in FY 2025 amounts to $8,296,534.92, with funding available through the Water Capital Fund. There are no prior construction expenditures for this project. The budgeted construction costs were estimated at $13,000,000.00, resulting in $4,703,465.08 in construction cost savings. Project savings will fall to Water CIP Fund Reserves and will be utilized for any future water project shortfalls for projects that are currently planned in the FY 25 CIP. FUNDING DETAIL: Fund: Water 2024 CIP (Fund 4491) Department: Water (45) Organization: Grants & Capital Projects Funds (89) Project: SH 286 Water Line Replacement (Project No. 20101) Account: Construction contract (550910) Activity: 20101-4491-EXP Amount: $8,296,534.92 RECOMMENDATION: Staff recommends awarding a construction contract to Mor-Wil, LLC for the SH 286 Water Line Replacement project in the amount of $8,296,534.92. Construction is expected to last 11.5 months, starting from the issuance of the Notice to Proceed in January 2025. LIST OF SUPPORTING DOCUMENTS: Bid Tabs Location and Vicinity Maps CIP Page PowerPoint Presentation Capital Improvement Plan 2025 thru 2027 City of Corpus Christi, Texas Project# 20101 Project Name SH286 Water Line Replacement and ExtensionER� Type Improvement/Additions Department Water Useful Life 40 years Contact Director of Water Utilities Category Water Distribution Priority Priority Level 1 Council District Outside City Limits Status Active Description This project is required to relocate the existing water line between FM43(Weber Rd)and FM2444(Staples St.)to meet the construction needs of TxDOT's SH286 extension.The new line will adhere to the adopted Master Plan for this area.Due to lack of spacing within TxDOT's right-of way this project will require land acquisition.Additional lines will be installed to serve the area in the future. Justification This project is required to relocate the existing water line between FM43(Weber Rd)and FM2444(Staples St.)to meet the construction needs of TxDOT's SH286 extension.If this project is not completed the TxDOTs SH286 extension project will be delayed. Expenditures Prior Years 2025 2026 2027 Total Construction/Rehab 5,000,000 8,000,000 13,000,000 Design 500,000 500,000 Eng,Admin Reimbursements 438,741 400,000 838,741 Total 5,938,741 8,400,000 14,338,741 Funding Sources Prior Years 2025 2026 2027 Total Revenue Bonds 5,938,741 8,400,000 14,338,741 Total 5,938,741 8,400,000 14,338,741 Budget Impact/Other 771 An assessment will be done upon completion of this project to determine maintenance costs. 371 r 1 Y�I �� ` -- \ r �� \ • �,tE► :�. ... _ tim %4 COUNCILCITY EXHIBIT apu5 Ch 0 $� SH 286 WATER LINE REPLACEMENT CITY OF CORPUS CHRISTI,TEXAS DEPARTMENT OF ENGINEERING SERVICES 4 1` Y �� h A Carpus Chr sti Engineering SH 286 Water Line Replacement Council Presentation December 3, 2024 Project Location Corpus Chr sti Engineering N SH 286 WL �`Sse c� FM 43 WEBER RD. 43 Os 22 ry 43 p 9 n �FY 20A Project Location FM 2944 S STAPLES ST. -R—MAP PROJECT NUMBER:20707 2 Project Scope Carpus Chr sti Engineering A summary of proposed improvements is as follows: • Installation of waterline by open trench method of 0 24,495 linear feet of 16-inch C900 DR18 PVC 0 1,573 linear feet of 12-inch C900 CR18 PVC 0 9,117 learn feet of 8-inch C900 DR18 PVC 0 30 linear feet of 6-inch C900 CR18 PVC • Installation of 340 linear feet of 12-inch C900 DR18 PVC waterline by bore method. • Installation of 633 linear feet of 16-inch C900 DR18 PVC waterline by bore method. • Installation of 2,054 linear feet of 16-inch C900 DR18 fusible PVC waterline by horizontal direction drilling. Project Schedule *Ch,� Engineering 2022-2024 2024 • • • April - August S O 1 N I D January - January Design Bid/Award Construction Projected Schedule reflects City Council award in December 2024 with anticipated construction completion in January 2026. SC G� O� F U -OOPORN EO zs5 AGENDA MEMORANDUM Action Item for the City Council Meeting of December 3, 2024 DATE: December 3, 2024 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P. E., Director of Engineering Services 0effreyea-cctexas.com (361) 826-3851 Ernesto De La Garza, P.E., Director of Public Works ernestod2a-cctexas.com (361) 826-1677 Josh Chronley, CTCD, Assistant Director of Finance & Procurement 0oshc2Cu)-cctexas.com (361) 826-3169 Construction Contract Award Timbergate Drive— Snowgoose Road to Staples Street (Bond 2022, Proposition A) CAPTION: Motion authorizing a construction contract with MAX Underground Construction, LLC from Corpus Christi, Texas,for the reconstruction of Timbergate Drive from Snowgoose Road to Staples Street with new asphalt pavement, sidewalks, 8ft-wide multi-use path, curbs and gutters, ADA-compliant curb ramps, signage, pavement markings, upgraded street illumination, and utility improvements in an amount not to exceed $4,730,195.89, located in Council District 5 with FY 2025 funding available from the Street Bond 2022, Storm Water, Water, Wastewater, and Gas Funds. SUMMARY: This motion awards a construction contract to MAX Underground Construction, LLC for the complete reconstruction of Timbergate Drive from Snowgoose Road to Staples Street. The existing roadway will be demolished and rebuilt with new asphalt pavement, curbs and gutters, sidewalks, 8ft-wide multi-use path, ADA-compliant curb ramps, signage, pavement markings, and streetlight improvements. In addition to surface improvements, the project includes stormwater, water, wastewater, and gas infrastructure enhancements. BACKGOUND AND FINDINGS: On November 8, 2022, voters approved the City of Corpus Christi's Bond 2022 Program for a total of $125 million with thirty-two projects. The propositions passed on election day included projects for streets, parks, public safety, and library improvements. One of the thirty-two projects is the $3.2 million reconstruction of Timbergate Drive between Snowgoose Road and Staples Street. The project limits are Timbergate Drive between Snowgoose Road and Staples Street, spanning approximately 2,300 linear feet (equals 0.4 miles). According to the City's Urban Transportation Plan, this section of Timbergate Drive is classified as a C-1 Residential Collector. Timbergate Drive is currently a two-lane, hot-mix asphalt concrete (HMAC) roadway with one travel lane in each direction, on-street parking on each side, a 6" standard curb and gutter, with an average width of 40' from back-of-curb to back-of-curb. Speed humps are present throughout the project limits. Timbergate Drive, from Snowgoose Road to Staples Street, was designed for asphalt pavement only, based on the pavement design recommendations approved by the City Council on May 21, 2024. The Project Scope of Improvements includes the complete reconstruction of the existing roadway with new asphalt pavement, curbs and gutters, and sidewalks. Additionally, the project includes the installation of ADA-compliant curb ramps, signage, pavement markings, upgraded and additional street illumination. Alongside the street enhancements, Storm Water, Water, and Wastewater, and Gas utilities will undergo improvements to align with current City standards. PROJECT TIMELINE: August - September October - December January - June Design t Bid/Award Construction Project schedule reflects City Council award in December 2024 with anticipated completion by June 2026. COMPETITIVE SOLICITATION PROCESS On September 30, 2024, the Contracts and Procurement Department issued a Request for Bids (RFB #6051) for Timbergate Drive from Snowgoose Road to Staples Street. The solicitation contained only an asphalt pavement base bid based on the pavement design recommendations for the Bond 2022 Streets projects authorized by City Council on May 21, 2024. On October 30, 2024, the city received bids from seven bidders. The city analyzed the bids in accordance with the contract documents and determined that MAX Underground Construction, LLC was the lowest responsive and responsible bidder. The Engineer's Opinion of Probable Construction Cost was estimated based on the historic data. The construction cost has been stabilized and the bids are coming in lower. A summary of the bids is provided below: Bidder Base Bid (Asphalt Pavement) 1 MAX Underground Construction $4,730,195.89 2 Gerke Excavating $5,544,646.98 3 Bay Ltd $5,981,864.45 4 Mako Contracting $6,123,292.39 5 A. Ortiz Construction & Paving, Inc. $6,624,149.46 6 JE Construction Services $6,699,996.00 7 Grace Paving and Construction, Inc. $7,425,332.73 Engineer's Opinion of Probable Construction Cost $7,900,000.00 MAX Underground Construction, LLC is the low bidder for the base bid. The company has successfully completed many construction projects with the City of Corpus Christi and neighboring cities such as Ingleside, Portland, and Aransas Pass. Some recently completed projects include Storm Sewer Infrastructure IDIQ, Citywide Storm Water Improvement IDIQ, Laguna Shores Road FM Replacement, and Hultgreen Avenue Improvements. Based on the review, city staff recommends that the City award the construction contract to the low bidder, MAX Underground Construction, LLC. ALTERNATIVES: The council could choose not to award the contract to MAX Underground Construction, LLC. This decision would delay the project and conflict with the City Council's goal of expediting street projects using bond funds. FISCAL IMPACT: The proposal is to award a construction contract to MAX Underground Construction, LLC, in an amount not to exceed $4,730,195.89, for the reconstruction of Timbergate Drive from Snowgoose Road to Staples Street. Project funds are available from the 2022 Street Bond and FY2025 Storm Water, Wastewater, Water, and Gas allocations. Savings available from this project will be re- allocated to provide funding for the City Hall Parking Lot Project. Funding Detail: The Capital Improvement Program (CIP) shows the project is currently scheduled to begin construction in FY 2025. The project is ready to be implemented. Fund: 2024 GO Bd22 Prop A - Streets (Fund 3561) Department: Streets (33) Organization: Grants & Capital Projects (89) Project: Timbergate Drive (Project No. 23163) Account: Construction (550910) Activity: 23163 Amount: $2,167,548.92 Fund: STWCP RR 032950 2023 (Fund 4536) Department: Storm Water (47) Organization: Grants & Capital Projects (89) Project: Timbergate Drive (Project No. 23163) Account: Construction (550910) Activity: 23163 Amount: $995,990.47 Fund: Water 2024 CIP (Rv Bds) (Fund 4491) Department: Water (45) Organization: Grants & Capital Projects (89) Project: Timbergate Drive (Project No. 23163) Account: Construction (550910) Activity: 23163 Amount: $510,739.57 Fund: WWWCP RR 032950 2023 (Fund 4260) Department: Wastewater (46) Organization: Grants & Capital Projects (89) Project: Timbergate Drive (Project No. 23163) Account: Construction (550910) Activity: 23163 Amount: $1,050,416.31 Fund: Gas 2023 CIP (Fund 4562) Department: Gas (11) Organization: Grants & Capital Projects (89) Project: Timbergate Drive (Project No. 23163) Account: Construction (550910) Activity: 23163 Amount: $5,500.62 TOTAL $4,730,195.89 RECOMMENDATION: Staff recommends awarding the construction contract to MAX Underground Construction for the reconstruction of Timbergate Drive from Snowgoose Road to Staples Street in the amount of $4,730,195.89 with construction duration planned for 17 months from issuance of the Notice to Proceed with construction starting in January 2025 and completed by June 2026. LIST OF SUPPORTING DOCUMENTS: Location Map Bid Tabs (Base Bid) CIP Page Power Point Presentation TABULATION OF BIDS I N� rcup,Inc. 00 G h:S7SH, 8 BIDDATE.We]nesUay,OcbRv a0,2o2C THE OF COMPLETION.40D Calendar Wye A.o G PAVING AND TIMBERGAT=DRIVE-(SNOWGOSEROAD TO STAPLESSTREET)BOND2d2NT NO ECONSTRUCTIONSERWCE D. ITEM I DESCRIPTIONDUN17PRICE ANDLIN UNIT UNIT RIE UNIT PRICE I ANIOLINT UNITPRICE I AMUNT UNITPRICE I ANIOUNT UNITPRICE I ANIOLINT BID PARTA-GENERAL(WSECTONOIn01MASUREWNTANDMSISFDRPAWENT) Al Iza on(5°k Max.Pan A) I LS $ 102w Do 1D.D. 8 . 05 $ 05 $ 1727500 $ 17275DD $ 12,0UR Do 8 12Ooo.Oo $ l7ow Do $ 17,ow DO $ 11,79DDD $ ll,7SD Do 8 18,5DI 19 $ AD s nsomnce(21 Max.) 1 AL $ CRDDCO 8 OU $ J.7D 5SJO878 $ oo $ 09.700m $ S99DDOO 8 00 s w.Doo $ CAOUCOO 8 ll,2.m $ 4124DOD$ 1 . 2 $ AS m,Water wh.tbn P-r.Plan 1 2,4 OD 18.590. 18.59000 wom 4 Oo OODOD $ oD s DROODO $ ao 1,43D. $ l,4SDOD 4 . oD $ n.P-tC. 1S6379 4 1 1.91 $ Do oD 2,SSDLD loo. S l.9DDUR 20000 s 3.80DOR W $ 5,130RDs w s n- 85 LF 5.9 E 05 5. E o s 70 8 0o s 5 $ 25 4 0o $ 12T5 ao 3. 8 25500 4.8 shBllaedc Slod-Emrance 2 EAs . 00$ 312000 3.66742 7,33l. s 3.7.ao 7.500a0 8 0o s 00 3530 DO s ao $ 322000 ERR.OR $ lO,DDoD S 200000 NC,(StAh,.,,hS 1520 SY 811 S t2SOB0O 1751 26S15 20 S 2100 31,SSOm 8 m $ 00 1500 s 22.80DDO S 1000 8 15200.00$ 80O$ '12520.00 AS 1-1, 1 EA $ 2.31D.$ 2310M 4 1.3114 S a $ ao s OR NORao 8 500ao S 5,5DD Do 8 5.50D00 $ 39500D 4 3.95000 8 5.00CGO S 500000 AD TC,roxron EAS 0o $ 864ao S M 16 1.752% 310M 1.860a0 E a0 1.50000 $ wD00 8 3oDoDO $ 83ha $ ROM00 $ 0O$ 450000 e o ro cesgn BY Prot Ona Englneer(ALL PHASES) 1 LS 8 m$ OU 21.000. 21.00000 s m 23.090. S 24000. 24.00R. S 00 8 00 2497SOO 24,976 Do 8 23,000OD 8 23,00000 All e ro P.. o,¢ ntAalusvn S18,W DO $ 00$ 18271. s 16275 OR lwowoo$ 10SODDOD$ 00 1860000 $ 1750DOO $ 17.500. 2059000 SRASU0O E 17.825. s 1782500Al2 BYProta O..IEnglne¢r 1 EA83S.00 $ SOODOO 8 m S 00 18.70DOU 8 18.70000 s 00 $ 6COURD E 0o s aD $ 1873DOU 18,730.4 OD 5 Ten Tragic Sg 1Im,R n Ea (ALL PHASES) 11.DOROO$ m 14.700. S 14,70DOO wic000 $ 33.10000 E200000D $ OO $ 5UDDU0 s a0 $ oU 8 35200.00 $ 0o S e CoM.1-(Banaada,Sgns,B True Handling) 16 NO E OJOS 11 5 3,1000,8 1.83,0O .."Go0O 3.40DaO $ 54,400m $ 2,5DD Do 4000000 8 2,53D DO $ m 8 2360 DO S7.7.00 2,012.8 32,20000 A15 1- r ncree n (20) 1. EA32.02DOO 2022DOU$ 0O S DO $ 12MDO 4 12GUD00 8 2RDO 00 2000300 S 2,25000 $ 22.500OU$ 2720.00 $ 272M OR S1120o S tune Message Board 4 EA8ST35DO 1494000 $ l..8O0OU$ e1200.OR $ 1,whao 8 OR $ UD $ 4DUOoUD $ 1 Doo,00 $ 72.00DGO$ 2OOD_OO 8 88,00h0O 28.85D05$ 11540824 ar RlghF EWay 32 AC S 5 8 2.22DOU E 00 8 8285.¢9 $ a0 8 m $ oD 32,000. S 13,.D DO $ 4320000$ 00 $ 15264.DO 7.KS0D S 2496300 .18 ne ron D, s 1 S 1.02DOU$ 00$ 1 1. s so S 10DGO owo0 8 1 OR s 00 $ 2. 811 Go, 8 OR s DO S D OR RA L IRNDS Al tnrU A1e1 $ 08 822ow s3788890O S 5 E 50 190. 5 PART B-STREET TS I—SECTON of 25 of AEASUREAENT AND BASIS FOR PAWENT) ol ¢anon(5o Max.Pan B) 1 LS $ 6T500 00 S S750000 4 84.781ae S 84.781ae $ OU 75.000. $ 00 S 00 $ 9500000 8 95,330 DO $ 7038000 4 7O.3hOOO S 54 S ove E.GISN sgns 8 0 8 m $ 2.8.31 8 2.8.31 $ ao 8 OR $ SOUROO $ SODOOO $ 250000 8 DD 8 41.00 $ 410M$ 2.V0OO$ 250000 US move.-c DmervaY Swo SO s 1. $ 1525257 s 1. S aO s S. $ 40 8 3. $ OO 8 2, s 5 4 3. 8 2DORT. $ 4. S OR move Exsting Wooden I.,.g 1. LF $ 3.4 a4$ 2107 s 73 $ 21.8 2VlDOU $ low $ 1.390. 4 D00 $ SwGO 4 DOOR 8 8,34.00 $ 2. $ 35 xcav ron(1 Bo Ec) 8 7. $ O $ 54 8 149.0,806 8 8. $ 40 8 14. $ OR, E 14. s so E m E . 0D$ 1.GO$ 211002001 e:DU.,n Sh��on .h ma nwatAath-em. Th.umnDt pnces 11 goldh..M.A-Alt. Page 1 ot8 TABULATION OF BIDS rcup,Inc. n:ST,9nn,n0n BID DATE.W NIONOJay,lOcbRv a,zeza N�c TIME OF COMPLETION.40D calendar Oays Go CEPAIONGAN.D TIMBERGATEORIVE-(SNowGoo9EROAo,o9TAPLE99TREEneoNG:gzz GERNEE$CAyATWG MY,LTD. MANooONTI9ACTING A. ° E CONSTRUCTION SERWCE PROO CORPUS CHRI-TX MRI 3 TOGAH,1Y CORPUS CHRI TX MIM CORPUS CHRI TX 7M I I CORPUS CHRI�,TX 7MD5 CORPUS CHRI-TX 7MM CORPUS CHRI-TX 7-3- GW. UNIT UNIT PRICE ANIOUNT UNITPRICE ANIOUNT UNITPRME ANIOUNT UNIT PRICE ANIOUNT UNITPRICE ANIOUNT UNITPRICE ANIOUNT UNITPRICE ANIOUNT compacwl Llmswb-sehgrade It Boc) 1457 171,372. $ 1911 S 2 2.0o S 0 8 0o $ 00 8 2070 S so OR00 $ 2M,243 OR $ 2700 $ ktnl(2 saws acemem pert cv or $ a S tz5T452 8 B s 8 S 0S S 00 $ w E oo $ OR E 2322B0o S ao 8 UP E t $ sam>roGsn«�,a� wmv - - - - - - - - - - 27685. - ms Imes me Base(Type A,Gr.t-2)Ll Bo c) 8 . S 8 E a S ae E GO S . 0o E 0o E a0 S 0o E OU E oo $ m E m S US eco M-GA-) L Oil $ 16503. S t 8 35 503 TLOMOD $ 97. 8 50 5. $ m 6. S 12210 OR 725 8 e omse n ersea $ 713 $ 05 4Me 8 3B 3m S a0 800 $ o0 8 5. S SOMOOO 8 4. 8 . 0o 800 8 s•Type'B HMAc 10,173 SY OR 4G MTSM,M 18a0 8 a0 15. 1..SMUU ORs0 S 0o S 25. $ OO$ 00 $ . 00 8 0o S s'Tp B'- LOI173 SY 2929 297W717 253B 8 8 19W 193MTTOR 8 5 $ 3331.75 2725 277,214.E 00 S 00 GO50 259.411 spvV Hump(Incl.strlpg) 3 EAS4,4W00$ 00 8 00 E 00 S 00 S 00 $ SUROUR $ LAWS. SO.. S 00$ 614OW 18.420 OD $ GD0000 S ncree nvexay TL135 SF 110o S lMW6.so 1216 S 135.40150 1300 8 50 E Ow $ LOSM,OR $ 1225 E 5$ 12M 8133SGOOR $ 1571 S , ai-W 1. LF8 t 1.1%. 8 55 S 7,5543) 41. 8 5.576. $ 450o $ 61.00 18. E 00 $ 0o S m 100o S LSWAD x elocatlm 4 EA 247. $ a 2.315M BIGOR 8 2,480001$ 2.ro $ LOOOUP S ao S ao $ OR S OR 1.00 8 Atllest ATST Mannoie W W.- 1 EAS m 8 ao E 1.681 1.681% S 00 8 3,10000 $ 350000 E 350000 $ SAW. 8 GOOD. 8 2,OWO0 S 00 SWOOO 8 stopsgn(Rt1)t street Nave Blaaspn.Metal Poleantl7 EA $ ]$ 59$ 5 E 75 $ LOOP. S oo $ OO S 0o S 00 8 0 8 00 $ 0) 8 5 S nangul S sfp Base) MG Bampng Allowed sgn M L-)pncl.Meta POle and Trwngmar1 EA 8 00 8 w $ 25 E 5 S AR OO $ OR $ 00 8 OR S 1250oo $ OR $ 0 S 5$ 9IOBase) _ _ _ _ _ _ _ _ _ _ _ _ _ WD spvV-S sgn(R2-1)(Ircl.Mew PoleaLd Ttlangelar slip Base) 8 EA S Mh 75$ 00 S IY6 25 S 525000 S MOm $ 5240.00 E ISO00 $ 60WOO $ L2WW S 1O.WOOO$ TICro b 0o $ 71875 S Ml oo1 sgn(G-P) I EA $ 78. 8 Woro$ 1775$ 75 S SOm $ m 8 OR $ MIRao 8 ADOR S 0 8 SO00 $ W00$ M25$ 00 one Imessgn(sa-t P) 5 EA 8 78M $ MODDI, 1771$ MI SO00 8 -.Is 00 SOOa0 $ ORm $ 403 00 8 640o $ MOW$ B325 S 31625 RM onday-W school zone sWI-P) 2 EA $ 8100 $ 00 S 5775$ 115. $ 1.GO $ OR 1.ao $ OROR $ 1.0o $ OR 1.CC$ 5$ 126. onesgn(-2) 2 EA $ 8100$ ao$ 5775 8 115. $ SOPC 8 1Wm $ 6S00 8 0o S So OR 8 1.PC 8 m $ 1.0R E 5 $ one(special lV'X2a••)(Intl.Mew P-antl Tnangul $ m$ z3t0.00 E 5 S T5 S o0 8 W E ao S z20o0 S OO E DO 3 EA S W 8 ao E 5 S z15325 sfp Base) my(T. Heatletl BblCO-S)SW(W-)(Intl.Maal P1 EA $ 0o E ao 8 00$ 00 8 0o S o0 8 ao $ DO $ 00 8 ao E ao E OR$ 00 SOR nangeNrsirp Base) Neghhomeod crime Watch sgn pncl.Mew POIe and T-Wh 2 EA $ 00$ L71000 $ 00 E 1,470. S SIR m $ 1.740. $ m E 1SOOOO $ o $ 2.800. $ ao 8 1,7.00 $ AW 0o E lro ease) Petlesiwncrossln95gn(si-i)pncl.Metal Pde and Tranguiar sfp4 EA $ 50 S oo$ MI.$ S15000 $ 940OR $ G7Wao 8 SAOao $ SWOOD $ 00 S 5.800ao 8 ao 8 3.720ao $ so 8 sp:etl Hump sgn MO-t)(lrci.Maas POIe and Tnangmar sfp $ 5 E 00 4 AS E oo $ 00 E PO S CU S 0o S oo $) 11200.00 E a0 $ m S AWoo S 6-00#Al-, S n25M PH.(Wt11) S o0 E m S 5$ 5 8 00 E m S GO 3 m 8 m 8 00 E o0 8 00$ 5$tFSP) S so 8 ro$ 5 8 00 S OR 8 m E �1312- S 0o S OR$ 0o S m$ 5 S(wi-L) 2 S o0 8 00$ 5 E 50 $ o0$ 0o$ $ ADOR $ 1.00 8 AD00 8 16Cm $ 7475 S 14950 eX ROM Sh.- on wfich d,d not aXxY the low thd. Th.whit price shall goW h..Meamnaum. Page 2ot8 TABULATION OF BIDS Grcup,Inc. TE:ST,999,009 BID DATE.weln N,,W,IOChI v 00,20.24 urta TIME OF COMPLETION.40D CalenD Day: Go CEPAlhNGAN.D TIMBERGATEDRIVE-(SNowGoo9EROADTOSTAPLES9TREEneoND:ozz GERNEE><CAYATwG MY,LTD. MAN000NTRAC„NG A. ° E CONSTRUCTION SERVICES PR_ CRY. UNIT UNIT PRICE ANIOUNT UNITPRICE ANCRINT UNITPRICE ANIOUNT UNIT PRICE ANIOUNT UNITPRICE ANIOUNT UNITPRICE ANIOUNT UNITPRICE ANIOUNT Con-Sgn(Inci.Meta Paena Tra .IAShp Base) 1 EA $ D S UP $ n5w $ w 870 DD $ w $ Ww $ D $ 1250CD $ S65W $ D $ w $ U. rve Pavement Mamn9s Tv.c(w)(2a••)(sLD)1t25 m11)-sbp g1989 S 26osw$ w S 22O0a0 S w S w 8 o S 25152O $ 23M 3.013w $ 10. 8 2,.0w 1C. $ va 0 Markln9s TY.c(w)(24^)ISLD)I—m11)- LF8 6 S . 8 16w S 0 22w S 1J.00 102. $ w E 23. 8 1242. S 20M $ OR 4o S OR v ,nt Malkin,,TYc(w)(ta•)(LLD)(125 m11)- 82 LFS 06 E -2 $ 12w$ 2') S w $ w $ 14. 1J.. $ 175 1.w $ 14. 1J.. 13.$ lJ31_ rve aveme alkln,TY.t(Y)(a•)(DBL)(SLD) S 1 6$ as$ 116 E w S 1w 8 5,117. S 2 $ 15.16 S 1 05 S 0 $ 1. 1.157. 121 8 B. rve aveme Cg TY1(Y)(4•)(SLD) 8 11DII 1 4.$ 1 im02 1w 1.3.40 S 168 S 1 os S . 20 2OR $ 1 to $ 161 S . rve aveme m.Nhg1r_1(Y)(Y)(BRIO $ 1ed S OR, -1 $ UP 190 8 w $ 1w $ UP 1ss 8 00 2OR OR 1-t $ K2-OR rve aveme amn,TY.t(w)(Y)(SLD) S 1 74 $ 46 11 S 53 $ 190 S 0 E 2. $ 52.00 8 105 S 55 $ 2w S 52.Co 161 S rve areme alkin9s 1 c(Y)(2,0(SLD)(125 m11)-core 10 LF 2174 8 06$ 16. S 0 S w 8 12.00 $ O $ 1.1.w $ w $ w 8 w $ 11.w 18. S rve aveme amn9,TY.1(w)B")(SLD)(9 mth 112$ w 116 170w 1w S 132 $ W 100 S w 8 2w $ 310 UP 127 S 19585 343 rearm Pavemet Malkl Tvc(w)(wom)^-1Y'I—mR 1 EAS w$ w $ 315w 315w 410w 410w $ w 8 00 50Dw $ 500w $ MOR D 8 00$ OR m1htaOrc arm Pavement Mark,91 Tv.c ryv)1-Turn A-)(1254 EA S w 8 w$ w 8 w S w 8 w 8 ao 8 a0 $ w S w 8 ao S D 8 w 8 4 00 Pavement Malkin,,TY.c Iw)(Ri,kt Tu In Arrav2 EA S w E aO E w S w S w 8 a0 S w S ao 8 w E w $ w 8 w S e4s Itzs mega -OR rve avemen arbn9,(TY1A-A)Ymav 1. EA 631 $ a $ 25 E 1.01850 6. 1.31920 8 6. hoo 8 15.OR h. 1J.. $ 575 E 1,115. rve avemen t kl(TYa )wnge h EA $ 7as $ 04 S 525 S 42. S 6w $ 40 $ 6. $ UP 8. S w 7. 8 D $ 5751S arve P.-t M.Ikl(TYI1—)Blue 1 EA S 6w S w 125 75 S 6w $ t7w 8 6. 8. $ w S OR S w S 5 825 WAY ttmtic Du ng Ptase2cor .naINANMT0RY)tot"' o 1 AL 8 w$ w 8 w S w 8 w 8 w 8 w $ oD $ w 8 w$ w $ w$ w S7500000 Bso IMAxonroar or l Dr h.E St. Street Im po lml $ w $ 00 $ w$ UP $ w $ w $ 00 $ w $ w $ 03$ w $ D$ w$ TS It-S et tnru BSDI S t E 3 S 30 $ 2000,009. $ 2, . 0 8 w 82,-,-23 - TS(W SECTION m 29 m MEASUREMENT AND BASIS FOR PAYNENT) Cl uabn(5%Max.Pan C) 1 US $ 14,4Mw $ 00 S . 05 S os $ 16.00000$ 16.00000 $ w $ 00 S 20,.361 S 1 $ 1310000 E 13.10000 E 2 S 220e8.72 ove Ex hg Cmcreb 16,088 SF $ 135 $ 21,718.$ 056 8 %PRO. $ 4w $ w 8 3. $ w 8 4W $ 00 8 2w S 4022000$ 125$ tree a $ 4a S 2a$ 11 52 8 02 $ 40 $ 40 S w S w S w $ 00 E 8w $ w $ 975$ ove rstin,CUN Ramp 61 SF $ 235 $ 95 S 121 $ 9 $ 8w $ 5.7.50 $ 3. $ w $ 5. $ 3.385w $ 13. $ 8,80100 $ 450$ 3-50 tree ur Ramp 3315 1455 8 5$ 162 8 25w$ w 8 25W $ S2a15OD $ 2675 8 88.676.$ w $ w$ w S ove atin,Bcaro 4 LF $ 43. 8 17400$ 1.47 S7414 w$ w$ w $ w 8 w S w$ w 8CRUolS w 8 UR ec OuaMlry.- on-,.h aka not-the low OkU. Th.T.un,t pnces 11 gown Dwr M.Ah.M. Pa,e 3 TABULATION OF BIDS rcup,Inc. TE:ST,9DEMID BIDDATE.wmne W,Iocmeeragz9zax�c TIME OF COMPLETION.40D calendar Day: —UNDERGROUND Go CEPA11,NGAN.D TIMBERGATEDRIVE-ISNONNG EROADTOSTAPLES9TREEneoxD:gzz GERxEE><CAyATWG MY,LTD. MAx000xT9ACTxG A. ° E CONSTRUCTION SERWCE CFT� PR_ GTr. -Sea S mS ms 0. S sDs -IS oDs oDFAMU'T 7UNITPRICED S oDS DS DS DF- -Cl,g-b(H�ht-CU S 29 S 8 a S a S oo S m 8 w S a08 0D 8 aDS 0Ddwance or nanuclpated ADA Improvements(VANDATDRYI 8 D S 00 8 m 8 00 8 oD 8 oD 8 00 8 D S m S o0 8 eo SUBMTALPARTC-AMIWRMEMENTS(it.Cttnru C9) 8 a5 s S ro S oD S as s oD S TS(per SECTION Cl 29IN MEASUREMENT AND BASIS FOR PAYNENT) iza bn(5°k Max.Pan D) 1 Ls $ m 8 00 S oo RkUP $ 70DW 8 UP 8 TRDW 700aD 50DOR S fOD00$ F17000 $ lJ7000 3 oD 8 BOD OR w ele Tape LF S 6M 8 m S 24 15 S 4,83000 S 25ao 5.000. $ 2D. S 00 15. S OR $ 18. 8 aD S OR S TV AItrx2axt 1'.)Ground Box I Apron S a0 $ oD$ m E a0 S 00 8 00 8 0D S 00 S 00 S 00 $ 0D 8 UP .S 0D S unanrnpted StreemgM I.W.-IS 1 ALS . m$ 00 S 00 $ 0D S m S aD $ 03 S 0D s 0o s aD $ 0D $ 00 S . m S Ixwxonroxrl r TS gt.n Di mru Dq $ m 12RO000 S 0D $ t0 s m 8 S PART E-DRAINAGE TS(per SECTION 91 2901 MEASUREMENT AND BASIS FOR PAYMENT) El ¢a m Ps max.Pan E) I FS 8 D 8 39150. 8 t 8 t S tp E 75,00000 8 0) 8 75000. 8 00 75,0RD OR 8 D 67.05D OF 8 45 8 9522645 move-n,Caro Inbt 7 EA S t 8 Z-97 $ W7 87 S . 09 S 00$ 4.620ao $ 5 $ 5 F75DW S 122500D $ 85000 5,%D0D 8 1.200aD S move E.EPS Sb-,Mannde 7 EAS e0 $ 02 8 2 3.555. S 1.70000 $ 11,90000 8 713. 8 4.1. $ 2000.00 S 14.00000 8 00 8 ao $ m 8 move xEh concraevalley Gager 341 S a7 8 4m 741. 51. S 8.517. 3. 8 5Clso 1000 8 1.670aD 8 50D S OR 8 14. S2,40480 move Exatiig is^Demeter RCP 1017 $ 09 S 5. 8 sa S 00 $ ao 23. 8 4.071 0D 24 DD $ 424eUP $ M0o 6.018aD 8 oD 8 move xCh -Diameter RCP 14 LF 1843 8 2.02 $ e M 72 S OR 8 UP 27. 8 4o S 0D 8 OR 8 0D $ 00 8 5 8339. move Ex6iM-Demeter RCP 1197 8 2T8901 $ 4a S 52 11 8 aD 8 0D S o S 0o $ a0 8 0D 8 ao S UP S8155.xatnM-Diameter RCP 8 .8 00 8 eo 8 00 8 PC 8 UP 8 5 S 50 33. 8 . 00 E 41. S 00 8 a5 8 23,615. move-M-Diameter RCP 1. LF S 1414 S 0D S 3174 S . 0D S 31. S ao $ 4325 $ 00 S m S ao $ 00 8 Co S OR S 7000. E10more Ex hl-Dlaneta LF 1455 S 0D$ e 8 02 S ao S m 8 85 $ 0 $ U) S 34.0%00 S 00 8 m 3 OR 8 Pleg ts'RCP.E-h,ear RCP 2 EA8 D 8 o0 4 55 E 0D S 00 E 00 S 00 S oo S 00 $ aD $ 0O 8 2,1000011 D S 300000 E12mare ntmg e'C--Getbr S 9 $ 9 S z2 8 2 S 5 $ 5 S o0 8 oD S so $ 0o $ oo S D 8 00 8 umeter RCPIC-11) S 2 8 as S 58 8 55 S U`8 00 8 aD 8 00 $ 00 8 . 00 8 aD S . 00 8 oD 8 uaneter RCP loans 111) S 9 8 09 S 08 S . 2s S 00 8 00 8 2D S o S a0 S 00 S 00 8 00 S 00 S mr e.. IOMlty on wTicn did not aXecttM1elow Did. TM1e uuntlf pnce-11 goW l..M.amn- Page4ote TABULATION OF BIDS rcup,Inc. TE:=T,ggg,00g BIDDATE.We]ne W,lOcbRv30,2a'24N�G THE OF COMPLETION.40D C-n-Wye Go CEPAlhNGAN.D TIMBERGATe DRIVE(SNOWGOOSE RonD To sTAPLEs sTREETI eorvD zgzz c1[RNE ExcAvnnxc MY,LTD. mnNocox3RAcnxc A. INU S E CONSTRUCTION SERVICE PROD CORPUS CHRI TX-3 1Y CORFUS CHRI TX 7MD9 CORPUS CHRI TX 7M I I CORFUS CHRI�,TX 7MD5 CORPUS CHRI-TX 7-9 CORFUS CHRI-TX 7-3- GW. UNIT UNIT PRICE ANDLINT UNITPRICE ANDLINT UNITPRICE ANDLINT UNIT PRICE ANIOLINT UNITPRICE ANIOLINT UNITPRICE AMUNT UNITPRICE ANIOLINT D.-RCP I-w) 3OD LF 72.$ 7 $ 1.DO S 55.417 11 MOD S D $ 17825 $ 71,12175 8 00 S t0$ 275ro b D $ DODDO $ 87780 DO ran-RGP loans in) 181 LF 117.8 21J.62 8 1.15 s 5 310M S JlOOO 8 28520 $ 51.62120 8 00 S 55205.00 8 ao 8 7PfOODO S 2.DO S -00 cB(H-) LF 26330$ 0D s ORO63 S . 9a 4DD0o S 234.7800o $ 386AD $ aD RODOD s 222,7EOm$ ROD0D $ 267. CO$ 0D S 40950000 RUB(H-) TOO LFS s a 297. 64 $ 456 39$ 3fOR335 32 610M 480,6OD0D $ Wao S ao S ao $ 429, OR a 6850o 5N.780 OD 825oo$ �100 DO c13(NS-2D) 61 LF S. S 02 8 n3$ 1 20W S , 00 8 2D S aD 471. S 31.825. S 0o s . 0D S DO 8 4020000 UOU Plge-hsarty 421 8 1 $ 5. S 12,3hO5O 360 E 60 $ 00 S OD 1OW $ 22.5100C 6OR 8 13.5DDOR 14OR S 31.51400 C.0 inlet 19 EA 8 3$ 6366007 4,81767 8 91.9. S oD 131.10000 8 621000 4 00 8 Oo 8 Oo 725000 8 137.75000 4 7.50000 8 1425000D 5 Type BJ-t-Boxrttanrole 1 E. S DO S 1.50000 ORO213 S DROY213 S DO 11.000DO S 00 S 1380000 S1450000 S 14.50000 8 1373000 8 13.730 OD $ 19.000OR S B T g 0 J-tbn B-Mannoie 1 EAS11.40000 8 00$ 0.92125 S . 25 1 1.80000 8 OR E 14.317. 14.31750 81485DOO $ 14.850 DO 8 138.00 8 00 S w S 2000000 -Type D den-13CO-noie 1 EA811,88000$ oD $ 1027946 S 102794o 8 OU 8 11.800OR $ 50 S 50 $ 1525000 S 15250DO 8 1448000 $ CO S21.000. S 21,00000 T Type c 1-t-B.-nnoie 4 EA $ 12.00000$ 4CUOUOO S 10,162 19 8 13.50DOO 8 UP S 00 8 00 S155DDRR $ 62DOO DO $ 1665DOD S66.60D OD 21,00300 8 EDO T Tyge D J-tbn OWNan- 1 EAS13D..8 OU E 11.336. 8 Oe 13,50000 8 13,50000 $ oD 8 oD S 00 8 OC 18720OR 18,720 OD 8 OO 82500000 s'Tyge'G J-Po.B«rMaM- 1 EA812,DDD DO $ t260000 8 OR S 11,09100 14JOOOO $ 14.10000 $ oD S 16675OD 8 1685000 8 16,853 00 19160. 8 19.160. 8 24.50)00 S2450000 s T g G' J-tbn 13CO-hole 1 EA 8 0 8 DO S a 8 4 $ 14200.00 8 14200.00 8 oD $ 174CDOO 8 m S 1825000 8 DO 8 . 00 $ OR E s'T p G J-tbn OWN-- 1 EA S 00 8 1761000 S 17.07829 S 17.07829 S 00 $ 19.30000 $ 00 $ 2702500 8 275OD DO S 27.500OR 8 2416000 8 24.160 OD $ 32,00000 S 32000000 EDD -a am erT g A'Mannoie 2 EA $ m 8 OU$ 5xi 81 8 2 S 8.400ao $ 16,800.8 OR 8 1932DOO S 1 DOOD 00 8 20,00000 $ 00 8 . 00 8 UU 8 WORD Do I n ar 6 D.-TA'Manhole 1 EA 8 7j.DO S m 8 7J.74 S 7.12D 74 $ 92.OD S 92.PC 8 oD $ m E 12ROD DO $ 12,0DO DO 8 1922DOR $ 19220DO$ UP S EK stommvater St-t-Trench-Cly EA $ 23. $ 7.12 S DO 8 18J.00 $ 2.o0 $ 7,920. $ ro $ 00 $ 00 $ 41250.00 $ a S D 8 1.50000 8 4950000 Atltest BW,.g stoimwater M-h--b R.- 1 EA $ 1.81500 8 m$ 127024 $ 1270. $ 2,60000 8 2.60000 8 00 8 Z-OO S 32COOO S 32.DO 8 437DOO $ 4.370. 8 . 00 $ 250Do0 ODD --Pt Fx hgBO•NGP 3 EA $ ao 8 OO$ 2.68D65 S 8.OD8. $ 1.70000 8 5.10000 8 50 $ 11.55750 8 500000 $ OO 8 440000 8 132WDO $ 2.50000 s 3,C4 LF S 17.$ 62,.150 $ 46 ED 8 6B 8 32DO 8 m 8 DOOR $ 101,192co $ 5 8 112.93750$ DO $ m$ 2750 8 Ty ABeatler taro 4 LF S so$ 27Dro $ 65657 S 2.622 28 S ADDOR S 1.840ro $ 25 OR $ 10000 $ 500ro S 2.00Dro $ 11 DO $ DO S 13 25 S 53 OR - (NDnroarl r unangclpatee Drvnage Im pro-NAS 1 AL $ 25,00000 S 2500000$ OR 8 m $ 21,00DOO $ m 8 2500000 8 00 $ 2500000 $ DO S 25DOO 00 $ 25.00UOR$ DO 8 TS I-Et tnrN E371 8 os 8 6s S ss S 00 1,-.272OD F , TS(per SECTION 010 01 NEASURENIENT AND BASIS FOR PAYMENT) Bmzation(5%Max.Pan F) I t 8 D $ 21RDOOO $ 3124091 8 33240.1 8 D $ DO 8 3100000 S 31DOD DO $ 30RDD DO 8 D $ D 31,320w S 42,370 11 1 8 4237111 P1QuahSye>sen�en h-4,tlnetattentth IeWNhtl. Tne uunDt pnce-11 goW n..M.amn- Page 5 of e TABULATION OF BIDS rcup,Inc. TE: 9H,IXID ST, BIDDATE.wmne W,locmuerag2024N�G TME OF COMPLETION.40D C-near IOays Go CEPA11,NGAN.D TIMBERGAT=DRIVE-(SNONNG EROAIOioSTAPLE99TREEneoNG2g22 GERNEE,tCAyATWG MY,LTD. MANooIONT9ACTNG A. ° E CONSTRUCTION SERVICES PR_ CRY. UNIT UNIT PRICE ANIOUNT UNITPRICE ANIOUNT UNITPRICE ANIOUNT UNIT PRICE ANIOUNT UNITPRICE ANIOUNT UNITPRICE ANIOUNT UNITPRICE ANIOUNT move alCg 8'ACP watenim 361 S 09 8 S 3 2700 S D $ 2415 S . $ 4h Do S Co $ oo $ o S m $ 51257 Do PC-a.,ng s•ACP watenire 2. LF 171 8 4 8 1097 S 322518 33. R.702aD 8 23. S 00 8 0o S . 00 8 51. 8 16,170UP S 0o $ moves sary Ex6ting-Nytlrant EA8 UP S 2,31000 8 1,07040 S 5,05245 Swm S 3,000ao 8 aD 8 00 1,00000 S 5,0w00 $ 1.10000 5,500aD 8 1,1500h S D.Cow PVC W.Pi e(DR 18) S 5o $ 00 S ill09 8 o hoo0 8 0) mo0 8 00 S 00 $ 197,Ew. 8 102OR S212J600D 8 00 8 D.D P WACS-(CL350) $ t S t 8 1w.8 ae S 1.0o S OR 8 111. 8 5 8 171. S D 8 1.00 $ o0 8 111.8 71.415. nc sareNr«watenlres 2,7P1 LF S 475$ '12a2s 75$ 5. S 14,855. $ 24o $ ao $ 575 S 1553075 S low $ 27.01000$ o0 8 16206.oD S 575 S LF $ 3 8 08 $ T 8 02 $ Yl00 8 12.740UP 8 25 4 11,81OW 8 575OR 8 14,O5D00 8 m $ m$ 50 8 e a 18 EA S w $ Uo 8 2.03784 S 2 S 2j.ao $ 37.80000 $ 5 S 50 $ 350000 S 5O.U00UP 8 2400.00 8 iaO)OD $ 6,o000D S F10 7 EA $ t 8 o4lo.$ 04 S 5.67448 $ oom 8 4.970aD E UP S 00 8 oo $ Do 8 00 8 10.36o. $ 2.07000 S 1449000 ross 1 EA 8 Co 8 00 $ 5$ 5 $ o0 8 OR $ 5 8 5 $ 1.2.00 $ 1250.00 8 1.86o. $ l,8waD 8 . 00 S 253o00 45 Deg 13- EA $ 48 8 2 1 S 45 8 05 S 47COR S UP 1 S 1.2wW 8 00 1$ m $ J.OR 1 8 ao 8 D 8 1.2w.8 8728500 ucer 5 EA $ ij..8 00$ 3 8 . 05 $ m 8 00 8 1,207. 8 B4O37so S lR5w. S 825o.CD 8 00 $ 3J.00 8 . 50 $ a•Cap 1 EA $ OU$ 00$ 7TO40 8 7E0 2BO00 $ o0 8 5o S 5o S 1,45D Do 8 1 Aw0o S 610M 8 COW 8 IRA00$ Ty.2-Nytlmnt AssemoN(Inciutles CIS'Tee) 7 EA $ 7,61571 $ 7$ 8.92912 8 62,50384 $ 00 8 51J.. $ m 8 52325Do 8 owow $ o $ m 8 74,1 M 00 $ 20JO500$ 1.875. n- o sting e•ACP waterline EA S 2,316UP S 00 S 1234.83 S 6,174 15 S 3.80000 $ 19.000. $ 00 $ 00 $ 00 S oo 8 423000 8 21,1wOD $ 5.17500 S 2587500 U.-t I Exrsting C'ACP waterline 3 EA S 2J100C S 813000 8 33 8 . $ 0o $ 11,70000 8 l.25500 8 12J6500 $ 00 S 12.7.0h S 00 8 o0 8 OR 8 17-00 -t To al,.g a^PAC wale 1- 2 EA 8 . 00 8 11.00 8 . S 2.8.74 8 aD S 7.60000 $ o0 8 00 S 00 S a0 8 461000 $ o22o CD 8 4R00UP S as rvice(snon) 20 EA $ 2,.800 8 oo S . 05 8 UP S ao 8 PC $ so 8 00 $ m $ 39,00000 8 m $ D 8 00 8 ax rvice(Lo ) 11 EA 8 2,47000 8 00 E 42 8 2 I S 22o0.0) 8 24200.- $ 00 8 00 S o0 8 00 8 00 S m 8 so $ e sting water 1-1 S 00 8 2'18000 S 78 S -8 S 00 8 00 E 00 S 00 8 00 S 1-00 8 m 8 03 S w S � (AwNOAroRY)or unamici AlEd water ImpovemeMs S 00 8 m 8 . 00 8 0D S . 00 8 m S 00 S oD 8 m 8 m 8 00 S m S UP 8 2100000 IMPROVEMENTS ptems Ft tnru F22) 8 53 S a S 40 S o S D E oU S TS(per SECTION DI 29 DI MEA SUREMEN T AND BASIS FOR PAYMENT) iiz ion l5°k max.Pan C) 1 0 8 41,40000 $ 55250.00 8 ss2Co.00 $ 00 8 51,00000 $ m 8 oD 8 o0 8 50,ow w 8 4320000 S 43200.00$ 7 8 51,3.17 moreP WWL(to-i2 pho S t 8 05 8 00 8 00 S m 8 5237 UP 8 oU 8 00 S ao S 0 8 ao S 00 8 a0 8 wL(1-1Deptn) 1.1S 5a S 5a S 5o S 532ir_so S oo S oD E a0 S 00 S ao S 0 S 00 8 oo S oo S ec ONamiry.- on wmcN ma not anect the low eie. T. mr Th.unit pnce-11 goW i..ileamn- Pageaote TABULATION OF BIDS rcup,Inc. n:ST,900,000 BIDDATE.WWnNASW,1OC g0,202AN�c THE OF COMPLETION.40D CalenOar Days Go CEPA11,NGAN.D TIMBERGAT=DRIVE-(SNowGOO&EROADioETAPLE99TREEneoND2022 GERNEE><CAVATING MY,LTD. MANooONT9ACTNG A. & E CONSTRUCTION SERVICES PROD GW. UNIT UNIT PRICE ANIOUNT UNITPRIGE ANCRINT UNITPRIGE ANIOUNT UNIT PRICE ANSOUNT UNITPRICE ANCHINT UNITPRICE AMUNT UNITPRIGE ANIOUNT umho 316 LF 16.$ DOE 180 C) 59,72400s OR o f 2D7OR o $ 21OW 03,360Dos 21OWE o $ Dos 65,412 wpehem&'VUPwlm&'NDPEDIPSDRtTIO-to Deph) 2. LF 51D.$ D0 E lGO 75 127,38000 ADDD0 122.830OR 8 04625 139.WD0 8 WD0 E1W.MOO 580Do 8 00 $ 5 139.W Pipehe¢ttO'VCR wdh 12'N DPE Di PS DRt 7(10-18Gepth) 8 OU E Do 51975 S 5 5DOOU 531.5ODOR 8 25 E 75 $ 555OR 8 DO wDD0 E CO E 560 25 S . PlpeirenchsareN(t9-t2 Depth) 101 LF 9. E 971. 12so DODo 8 . D0 E low 8 Do S DoOR S 5,85CDo DO OR E 6252 oo 8 so 8 Go more a 3P,kan Die(ts I-p) 1 EAE OR S OU 4..7NO 4.35750 Ill.. $ 11,100.8 00 8 Do $ 675000 E 6,7.m $ 517000 8 Do 8 so 8 , ia. Ihergh-Mann I-Oepth) 2 EAS Do E 00$ 3 a824 26 13JOODO S 25200.0R $ 12,213. E 00 S 22,DwOO $ Do 8 lO.KODo 8 2D.000OR S t.Depth f 4-Manhole(over s Geptlh 13 VF 8 3 E 13379. 8 4.420NO 8 . 50 S D0 E 24.70000 8 D0 $ 11,62200 8 495DOO 8 D4.350 OD 8 52ADOO E 68,120D0$ 50 8 62 Ow. Gll RIn9&Cover a anhole aCR.g M M (c o oep)and installNcw EA S 6R300 O0 E OO 8 11245 so.50 S S 18.70000 $ so OO E $ 50 $ oo S 35.850 DO S 1337000 $ 40,1100D $ so S t.DWth for FG U-M.-Remo I-Depth) 27 VFS & S DE E so 8 13.324. S 22.Oo $ OR S OU 8 Do E DO E 1D.06500 8 W 8 15,660D0 8 50 8 T-ci,safety forwastewater Manhole 5 EA 80400 S 402DOO 8 2278 so S 11,3Wso l.wDOR 8 9.500D0 $ 460Do E 2.30000 E 2T5000 E 13,75D DO 8 2.7w0D E13,525CO 2. OD S 1-50 ra Depin for Trench SareN for waste 1 Manhole(over S' S Do E DO E 50 8 Do S m 8 m E 5 8 00 S Go $ O 8 Do 8 0 8 so 89,36000 cevth) .15 e- 'Drop con-tlon 1 EAS OR 8 m E 0954D0 8 D0 4,40000 8 4.400DO 3.1.00 391000 E 1050000 8 oo 8 m S11,825.8 DO 8 COD A a Repute E.Ma...Ring&cover ana Aalest to2 EA E 00 552000 E 2.3.D0 4.7.00 3.10000 8 1 200.UP E 00 51.0o E Z-00 E Do S 2TSo.00 8 Do 8 OR 8 Aalusta Manhole Ring&c-W Fh-Grade 1 EA8 m 8 2RtwOo $ 2257W E 2257 NO 3.10000 3JOOOR 8 2,41. 3 50 8 2aso.00 8 2ltwD0 E Z-Oo E . $ 2.47250 E 2,472. o PVCcocghg 1 EA S RODOO $ DDODO S 225750 S 2257 so S 910OR WDo E DO 2,472w 8 2,65DOD S 2,650D0 8 2E&0DO 8 2.680OR $ DO S 24725o -t Repah(For Plp-Oh,g) 2 EA E 2.WOO S 583000,E 13400 E 44258.0o E l5wDDO S 312MDO 8 OR 8 Do E 260WOO E 52,003 Do $ 2.31000 S D0 8 24.2.Do 8 4848400 o (AEANM RY1 na 1 AL nEClpate0 wastewater"P'-" 8 OO E OO 8 m E 00 8 00$ Do $ m E DO E Do 8 o $ 00 E m E m S TSIlt-Gtth.G20) S 9 8 8lj7370DOO 8 5 81 TKOADDo E Do 8 TS(Per SECTION m 29 M MEASUREMENT AND BASIS FOR PAYNENT) ¢a ion l5°k Max.PORN) $ 21 D Do 1 8 Do S OR 1 E --IS m E Do 8 200D0 1$ --IS 250OR I S 0 I 8 190DO S o 1 S o S Owance or nanEClpateO Gas lm povements(MAN DATORY)1 1 1 E. 8 ORDO Do I S IDDD Do 1$ 5.00DOD 5,00000 1 S Do S 5DDCOR 1 E IDDD.1$ 00 S IOODDD I S 5.000Do 1$ 5000001 8 IODDOR 1$ 5. 00 S TS(it.s N t thn 121 $ 5,2 10 Do k 5,25000 E121DOR S 5,20000 S 5.25000 8 5,1ROOD E ec Ou,,oh--on-Poch dd not a�ectth.'-Ihd. T. Th.umnDt pnce shall gown owr the A-Ant. Page]of e TABULATION OF BIDS rcup,Inc. TE:S7SH,DDD BIDDATE.Wane W,lO—I—M,202Cu�G TIME OF COMPLETION.40D C-n—Day: 53I TIMBEBGATE DRIVE-(SNOWGOOSENOADTO STAPLES STREET)BOND 2— GENNE—VATING --,LTD, —CONTRACTING A.o ° ECONSTNgCTIONSENWCE AM TX G BID SUMNARY GENERAL(M.SAlM.A,e) $ ee s es s So s O 37757750 s oo s TS IImnS SO tVu BSDI a $ ass ao s s 2,06110 $ w s TS(1—Cl mrN CS) $ s $ =21036 s O s OO s Des 358769. $ TS(I—S Dl tVu M) $ 10.85ROO s OO 14.70000 $ OO s OO $ OR $ 14,63000 PART E-DRAINAGE IMPROVEMENTS(items E,tVu EST) $ OO s es s s I$ SL $ OO $ oo $ 2,211 'S(1—S F"NrN FM) s ss s e7Z-8 S ESI$ o s OR 1$ 88367AOD 1$ TS(gemS Gr mru G.) s s s s oO s 1,044,004 2s 1$ oO $ O 1$ EMENTS IImn S Ni mrN Nzl s m I "—.I s w s OO s m s 5.1.DD 1$ 5-500 I—L PROJECT BA SE BID IPABTS A th-NI = y= e IS u $ s f as f D f P1QuamSy ede�mn-,.h DAD nwaN�th—e�D. Tne umnrlf pnce-11 gDW h..M.Ah.M. Pag-8 Bond 2022 Project List Council Project Name Bid CLASSIFICATION District 1 Upper/Middle/Lower Broadway-Coopers Alley to Twigg-Design Only Concrete C-1 1 StarliteLane-ViolettoLeopard HMAC C-1 1 Surfside Blvd-Breakwater to Elm HMAC C-1 1 McCampbell-Agnes to Leopard Concrete LOCAL 2 Alameda Street(Texan to Doddridge)Design Only Concrete/HMAC A-2 2 Alameda Street-Airline to Everhart Concrete/HMAC A-2 3 Carroll Lane-SPID to Holly HMAC C-1 3 Bonner Drive-Everhartto Flvnn HMAC C-1 3 Martin Street-Hollyto Dorado HMAC C-1 4 Flour Bluff Drive-Yorktown to Don Patricio Concrete/HMAC A-1 4 Holly Road-Paul Jones to Ennis Joslin-Design Only Concrete/HMAC A-2 5 Timbergate Drive-Snowgoose to Staples HMAC C-1 5 Aaron Dr-Saratoga Blvd to Summer Winds HMAC C-1 19 Capital Improvement Flan 2025 rhru 2027 City of Corpus Christi, Texas Project# 23163 Project Name Timbergate Drive (Snowgoose to Staples) Type Rehabilitation Department Public Works-Streets ;r Useful Life 25 years Contact Director of Public Works Category Street-Rehabilitation Priority Priority Level 1 q Council District 5 Status Active Description This project consists of reconstruction of existing 2-lane roadway with new pavement,curb&gutter,sidewalk,ADA compliant curb ramps, signage,pavement markings,upgrade street illumination,utility improvements and drainage improvements as needed. This project is currently scheduled to begin FY 2025. Justification This project will replace aging utilities where applicable,improve the road to accommodate heavier traffic flows and provide a safer driving experience. Expenditures Prior Years 2025 2026 2027 Total Construction/Rehab 1,428,101 1,428,101 2,856,202 Design 353,393 353,393 Storm Water-St. 145,642 776,210 776,210 1,698,062 Wastewater-St 53,605 349,294 349,294 752,193 Water-St. 119,123 349,294 349,294 817,711 Eng,Admin Reimbursements 45,780 303,868 303,868 653,516 Total 717,543 3,206,767 3,206,767 7,131,077 Funding Sources Prior Years 2025 2026 2027 Total G.O. Bond 2022 363,798 1,568,101 1,568,101 3,500,000 Revenue Bonds 353,745 1,638,666 1,638,666 3,631,077 Total 717,543 3,206,767 3,206,767 7,131,077 Budget Impact/Other 71 There is no projected operational impact with this project,at this time.Once the project is completed it will be added to the Street Preventative Maintenance Program. 246 N i4 r w - } rr LJ 1 P Project Location 1 , ! WOOD DU_ CK4 Location Map 2 DEERWOOD -- ---� W LLI Z` tit. W T, ,.,_GOvlh HUNT H e1 ra 1, o r HEAVEN�SGATEAI IV Z OAKGATE =f LA '` s. OPENGATE -- A Z LLJ r 3 NLA ter STAPLES _ ''-`' r .: STAPLES h- _ PROJECT NO. 23163 .' TIMBERGATE DRIVE CITY COUNCIL EXHIBIT r. (SNOWGOOSE ROAD TO STAPLES STREET) CITY OF CORPUS CHRIST[,TEXAS DEPARTMENT OF ENGINEERING SERVICES �y Corpus Chr sti Engineering Timbergate Drive (Snow9oose Road to Staples Street) Council Presentation December 3, 2024 x Vicinity Map Corp*ChIst, Engineering H YIODIIDIH:N � 't' V y F R Location Map ' 4� DA%GATENEe � � � - � a°EaGeh C — iTAPLES PROJECT:NO.23163'. TlMBERGATE DRIVE CITY CQUNCIL EXHIBIT SNOWGOOSE ROAD TO STAPLES STREET! oEvun,�reroFEx�wEewx�sErrvrEs ;� 2 Construction Project A� Corpus Chr sti Engineering This motion awards a construction contract to MAX Underground Construction, LLC for the complete reconstruction of Timbergate Drive from Snowgoose Road to Staples Street. The existing roadway will be demolished and rebuilt with new asphalt pavement, curbs and gutters, sidewalks, ADA-compliant curb ramps, signage, pavement markings, streetlight improvements. In addition to surface improvements, the project includes stormwater, water, wastewater, and gas infrastructure improvements. Project Schedule Corp*ChIst, Engineering 2023 - 2024 20241 1 . August -September October - December January -June Design Bid/Award Construction Projected Schedule reflects City Council award in December 2024 with anticipated completion in June 2026. se 0 0 U NCORPO0.1¢ AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting December 3, 2024 DATE: December 3, 2024 TO: Peter Zanoni, City Manager FROM: Jeffrey Edmonds, Director of Engineering Services 0effreye(u-)-cctexas.com (361) 826-3851 Kevin Smith, Director of Aviation kevi ns4(u-)cctexas.com (361) 289-0171 ext. 1213 Neiman Young, Assistant City Manager Nei m any(a)cctexas.com (361) 826-3898 Master Services Agreement Professional Engineering Services for CCIA CAPTION: Motion to award a Master Services Agreement for professional engineering services to KSA Engineers Inc. located in Sugar Land, Texas for planning, architectural, and professional engineering services at the Corpus Christi International Airport, in an amount not to exceed $7,500,000.00 over a five-year term, with FY 2025 funding available from the Airport Fund and other grant-funded accounts based on specific project eligibility. SUMMARY: This motion awards a Master Services Agreement (MSA) to provide professional engineering services for the planning, design, and construction administration of CCIA projects. The MSA will allow CCIA to use KSA Engineers, Inc. for on-call design and/or construction management services for all CCIA projects including the 7 current CIP projects under the five-year life of the contract. BACKGROUND AND FINDINGS: The Corpus Christi International Airport (CCIA) is owned, operated, and maintained by the City of Corpus Christi. The airport is located within the city limits of Corpus Christi, Nueces County. CCIA has direct regional access from State Highway 44 and is five miles west of the Corpus Christi Central Business District. CCIA comprises over 2,400 acres, with 1,100 acres within the Airport Operations Area. It is classified as a non-hub commercial service airport in the National Plan of Integrated Airport Systems. Airside facilities generally include runways, taxiways, connecting taxiways, airfield lighting, and navigational aids. The existing runway configuration at CCIA includes two runways. Runway 13-31 is oriented northwest-southeast and serves as the primary runway. It is 7,510 feet long and 150 feet wide. Runway 18-36 serves as the crosswind runway and is 6,080 feet long and 150 feet wide. The airport handles more than 340,000 passengers and over 100,000 aircraft operations annually. Currently, Engineering Services has one active MSA for the airport with Garver. Aviation and Engineering are looking to establish two concurrent MSAs: one for design and one for construction administration, both being interchangeable. The new MSA is for a five-year term, not exceeding $7,500,000. This MSA will support the approved Capital Improvement Program and authorize City Staff to implement guidelines from the Federal Aviation Administration (FAA) for procuring planning, design, engineering, and construction administration phases for development projects at CCIA. The City of Corpus Christi will receive federal grant funds covering 90% of all eligible work associated with the design, development, and construction of the anticipated MSA projects. $30 million in FAA grants-in-aid under the Airport Improvements Program (AIP) is expected for construction for these projects. All planning, engineering, design, and construction administration shall be accomplished in accordance with applicable federal, state, and local requirements, including the 10% local match. CCIA has budgeted its matching funds in the existing CIP. These projects include Terminal Improvements, Runway/Taxiway Rehabilitation, Aircraft Rescue Fire Fighting Station Apron Improvements, Quick Turn-Around Facility Improvements, Public Cell Phone Lot, CCIA Airfield Pavement Assessment, and International Drive projects. Individual task orders will be negotiated and approved administratively to meet the project requirements. COMPETITIVE SOLICITATION PROCESS: KSA Engineers, Inc. was selected for Professional Engineering Services for Corpus Christi International Airport in October 2024 under RFQ 5888. Six firms submitted proposals, and four were shortlisted for interviews. KSA Engineers, Inc. was unanimously selected due to a combination of the firm's talented multi- disciplinary professional staff, aviation project history, and highly qualified professional sub- consultant partners. The city staff panel was comprised of representatives from the Aviation Department and Engineering Services. The final evaluation ranked KSA Engineers the highest and recommended the firm as most qualified based on three factors: 1) experience of the firm, 2) experience and qualifications of the team, and 3) understanding of the scope of services. KSA will provide services like construction management or design as needed by CCIA. KSA Engineers, Inc. has been performing similar work to other local municipal airports. • McAllen International Airport: Runway 14-32 & Taxiway A Safety Improvements, grant assistance, environmental determination, design, bidding, construction administration, grant closeout. Project value is $42.5 million. • Tyler Pounds Regional Airport: Design, bid, and construction phase services for demolition and reconstruction with PCC of 2,330 LF of Taxiway A. Included a new edge light system and selective panel replacement in adjacent concrete apron. Project value is$6.93 million. • Sugar Land Regional Airport: Parallel taxiway A relocation. Planning, engineering, bidding, construction administration and closeout. Project value is $38.75 million. • East Texas Regional Airport: Runway 13-31 Rehabilitation. Grant assistance, environmental determination, design, bidding, construction administration, grant closeout. Project value is $18.26 million. ALTERNATIVES: Not awarding this MSA would require Engineering Services to advertise, solicit, and award multiple smaller contracts, significantly impacting support for aviation FISCAL IMPACT: The fiscal impact for FY2025 will not exceed $7,500,000, with funding available from grant sources and the Aviation Capital Fund. Specific funding details will be determined when a task order is issued. Funding Detail: Not applicable. Funding details will be available once task orders are issued for the required work. RECOMMENDATION: Staff recommends approving this motion to award the MSA to KSA Engineers Inc. in an amount not to exceed $7,500,000.00. LIST OF SUPPORTING DOCUMENTS: MSA for Professional Services Location and Vicinity Map RFQ No. I- Professional- P-p..l E-I-i.. S... KSA E�gi--,Inc A,d.,,.G,..p,Inc. RS&H,Inc. L..h..,,Inc. H C..P..y 9 C.mp..y 10 City City City City City City City mmi...Qualifications Pass/Fall P- P- P.. P.. P- p... Pass Licensing/Certification N.Material L.-its P..5 Y.- N.Material Regulatory Ns-P..5 Y- Ne References Provided f.,Firm I/ Minimum Qualifications Pass/Fail P.- P.- P.- P.- p... P.. Pass Technical P,.i-I Np.,i.-on projects of similar-p.and complexity 7.0 6.7 7.0 6.3 7.0 5.6 0.0 0.0 D,,,,,t,t,d capability&capacity on comparable p,q- 7.0 7.0 7.0 6.7 6.0 5.3 0.0 0.0 Past P,,f,",,m 7.0 7.0 6.3 6.0 6.3 4.9 0.0 0.0 T.--b-with experience and q..Iiiitai- 7.0 6.7 6.3 6.0 6.7 4.9 0.0 0.0 T-members"p,,i,,,,with work of similarscope and complexity 7.0 7.0 7.0 6.7 6.3 5.3 0.0 0.0 Availability of resources t..-plkh the..,k 7.0 6.0 6.7 5.6 6.0 5.3 0.0 0.0 D---d-d.-Mmg of the..pe of services 14.0 13.3 14.0 13.3 13.3 11.9 0.0 0.0 Dm-st-d-de,-ding and experience with.public g-ty 14.0 14.0 12.6 13.3 13.3 11.2 0.0 0.0 Subtotal Technical P,,p,1 70.0 67.6 "S 63.7 64.8 54.3 ao 0.0 Interview E.p.,imt.on p,.j.as of similar scope and complexity 4.0 3.8 3.0 3.8 2.4 0.0 0.0 0.0 Dm-st-d t.p.bility&capacity on comparable p,.j.as 4.0 3.8 3.2 3.8 2.8 0.0 0.0 0.0 Past P"f,""" 2.0 1.9 1.6 1.9 1.5 0.0 0.0 0.0 T...-bm ith"p.m-and qualifications 4.0 4.0 3.8 3.8 3.0 0.0 0.0 0.0 T...members experience with..,k of siml-mpe and complexity 4.0 3.8 3.6 3.8 2.8 0.0 0.0 0.0 Availability of resources. m-pli sh the-k 2.0 2.0 1.7 1.7 1.4 0.0 0.0 0.0 D,,,,st,t,d underrtanding of the scope of s-i... 5.0 4.3 4.3 4.5 3.8 0.0 0.0 0.0 Dm-st-d-d-wdimg and experience with.public agency 5.0 5.0 4.3 4 1 3-1 10.0 0.0 0.0 Subtotal Interview30.0 28.6 25.4 7.11 .2 50 0.0 0.0 Tatel Score 100.0 96.1 92.3 91.5 85.9 54.3 0.0 0.0 .gyus c� w 0 H SERVICE AGREEMENT NO. MASTER SERVICE AGREEMENT FOR PROFESSIONAL SERVICES �^'�anvoRpSea I852 This Agreement is between the City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas 78469-9277 (City) acting through its duly authorized City Manager or designee and , an Corporation, Corpus Christi, Texas (Consultant). TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I — PROJECT TASK ORDER................................................................................................2 ARTICLE 11 — COMPENSATION...........................................................................................................3 ARTICLE III — QUALITY CONTROL PLAN...........................................................................................4 ARTICLE IV— OPINIONS OF COST....................................................................................................4 ARTICLE V— INSURANCE REQUIREMENTS.....................................................................................4 ARTICLE VI - INDEMNIFICATION .......................................................................................................4 ARTICLE VII — TERM; RENEWALS; TIMES FOR RENDERING SERVICE.........................................5 ARTICLE VIII - TERMINATION OF AGREEMENT...............................................................................5 ARTICLE IX — RIGHT OF REVIEW AND AUDIT..................................................................................6 ARTICLE X— OWNER REMEDIES ......................................................................................................7 ARTICLE XI — CONSULTANT REMEDIES...........................................................................................7 ARTICLE XII — CLAIMS AND DISPUTE RESOLUTION.......................................................................8 ARTICLE XIII — MISCELLANEOUS PROVISIONS...............................................................................9 EXHIBITS Page 1 Rev. 21-3 ARTICLE I — PROJECT TASK ORDER 1.1 This Agreement shall apply to as many tasks as City and Consultant agree will be performed under the terms and conditions of this Agreement. Each task Consultant performs for City hereunder shall be designated a Task Order. No Task Order shall be binding or enforceable unless and until it has been properly executed by both City and Consultant. The general scope for these Task Orders is outlined in Exhibit A. More specific scopes of work will be issued for pricing when a task order is needed. Task Orders shall become a supplemental agreement to this Agreement. 1.2 The Consultant shall provide its Scope of Services, to be included in each Task Order. The Scope of Services shall include all associated services required for Consultant to provide such Services, pursuant to this Agreement, and any and all Services which would normally be required by law or common due diligence in accordance with the standard of care defined in Article XII of this Agreement. Consultant will perform the Services in accordance with the approved Scope of Services and with Consultant's response to the Request for Qualifications related to this project, which response is incorporated by reference into this Agreement as if set out here in its entirety. 1.3 Under this Agreement, Consultant will provide services on a Task Order basis for a range of services related to assisting Engineering Services with professional engineering, architecture and construction services related to execution of Capital Improvements Programs. All work will be subject to authorization from City. A detailed Scope of Services and fee estimate will be developed for each task prior to execution of work. 1.4 Consultant shall follow City Codes and Standards effective at the time of the execution of individual Task Orders. At review milestones, the Consultant and City will review the progress of the plans to ensure that City Codes and Standards are followed unless specifically and explicitly excluded from doing so in the approved Task Order. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.5 Consultant must perform tasks and submit deliverables as detailed in each approved Task Order. 1.6 Consultant must provide all labor, equipment and transportation necessary to complete all services agreed to in a timely manner throughout the term of the Agreement. Persons retained by Consultant to perform work pursuant to this Agreement shall be employees or subconsultants of Consultant. Consultant must provide City with a list of all subconsultants that includes the services performed by the subconsultant and the percentage of work performed by the subconsultant. Changes in Consultant's team that provides services under this Agreement must be agreed to by the City in writing. 1.7 Consultant must not begin work on any Task Order authorized under this Agreement until they are briefed on the scope of the Project and are issued the fully executed Task Order to proceed. 1.8 For design services, Consultant agrees to render the professional services necessary for the advancement of the Project through Final Completion of the Construction Contract. Consultant acknowledges and accepts its responsibilities, as defined and described in the City's General Conditions for Construction Contracts, an excerpt of which is attached as Exhibit D to this Agreement. 1.9 For projects that require subsurface utility investigation: 1.9.1 The Consultant agrees to prepare and submit to the City a signed and sealed report identifying all utilities within the project area at the Quality Level specified in the Task Order. It is assumed that all utilities will be identified using Quality Level A exploratory excavation unless stated otherwise. Page 2 Rev. 21-3 1.9.2 Utilities that should be identified include, but are not limited to, City-owned utilities, local franchises, electric companies, communication companies, private pipeline companies and V party owners/operators. 1.10 For project with potential utility conflicts: 1.10.1 The Consultant agrees to coordinate the verification and resolution of all potential utility conflicts. 1.10.2 The Consultant agrees to prepare and submit a monthly Utility Coordination Matrix to the City. 1.11 The Consultant agrees to conduct all communication through and perform all project-related functions utilizing the City's project management system known as e-Builder. This includes all correspondence, submittals, payment requests and processing, contract amendments and construction phase activities. ARTICLE II — COMPENSATION 2.1 The Compensation for all services included in this Agreement by Task Orders shall not exceed 2.2 The Consultant's fee for each Task Order will be on a lump sum or time and materials (T&M) basis with a negotiated not-to-exceed amount. The fees will not exceed those identified and will be full and total compensation for all services outlined in each Task Order, and for all expenses incurred in performing these services. 2.3 Consultant shall price Task Orders in accordance with Exhibit B, Rate Schedule, subject to approval by the City. 2.4 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit C. Each invoice will include the Consultant's estimate of the proportion of the contracted services completed at the time of billing. For work performed on a T&M Basis, the invoice shall include documentation that shows who worked on the Project, the number of hours that each individual worked, the applicable rates from the Rate Schedule and any reimbursable expenses associated with the work. City will make prompt monthly payments in response to Consultant's monthly invoices in compliance with the Texas Prompt Payment Act. 2.4.1 Principals may only bill at the hourly rate of Principals when acting in that capacity. Principals acting in the capacity of staff must bill at staff rates. The Consultant shall provide documentation with each payment request that clearly indicates how that individual's time is allocated and the justification for that allocation. 2.5 In the event of any dispute(s) between the Parties regarding the amount properly compensable for any Task Order or as final compensation or regarding any amount that may be withheld by City, Consultant shall be required to make a claim pursuant to and in accordance with the terms of this Agreement and follow the procedures provided herein for the resolution of such dispute. In the event Consultant does not initiate and follow the claims procedures provided in this Agreement in a timely manner and as required by the terms thereof, any such claim shall be waived. 2.6 Request of final compensation by Consultant shall constitute a waiver of claims except those previously made in writing and identified by Consultant as unsettled at the time of final Payment Request. Page 3 Rev. 21-3 2.7 Any fee payable under this Agreement is subject to the availability of funds. The Consultant may be directed to suspend work pending receipt and appropriation of funds. The right to suspend work under this provision does not relieve the City of its obligation to make payments in accordance with section 2.5 above for services provided up to the date of suspension. ARTICLE III —QUALITY CONTROL PLAN 3.1 The Consultant agrees to perform quality assurance-quality control/constructability reviews (QCP Review). The City reserves the right to retain a separate consultant to perform additional QCP services for the City. 3.2 The Consultant will perform QCP Reviews at intervals during the project to ensure deliverables satisfy applicable industry quality standards and meet the requirements of the project scope. Based on the findings of the QCP Review, the Consultant must reconcile the project scope and Opinion of Probable Cost (OPC) as needed. 3.3 Documents that do not meet City standards in effect at the time of the execution of a related Task Order may be rejected. If documents are found not to be in compliance with this Agreement, Consultant will not be compensated for having to resubmit documents. ARTICLE IV—OPINIONS OF COST 4.1 The Opinion of Probable Cost (OPC) is computed by the Consultant and includes the total cost for construction of the Project. 4.2 The OPC does not include the cost of the land, rights-of-way or other costs which are the responsibility of the City. 4.3 Since Consultant has no control over a construction contractor's cost of labor, materials or equipment, or over the contractor's methods of determining prices, or over competitive bidding or market conditions, Consultant's opinions of probable Project Cost or Construction Cost provided herein are to be made on the basis of Consultant's experience and qualifications and represent Consultant's best judgment as a design professional familiar with the construction industry, but Consultant cannot and does not guarantee proposals, bids or the construction cost shall not vary from the OPC prepared by Consultant. ARTICLE V— INSURANCE REQUIREMENTS 5.1 Consultant must not commence work under this Agreement until all required insurance has been obtained, and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 5.2 Insurance Requirements are shown in EXHIBIT D. ARTICLE VI - INDEMNIFICATION Consultant shall fully indemnify and hold harmless the City of Corpus Christi and its officials, officers, agents, employees, excluding the engineer or architect or that person's agent, Page 4 Rev. 21-3 employee or subconsultant, over which the City exercises control ("Indemnitee") from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, to the extent that the damage is caused by or results from an act of negligence, intentional tort, intellectual property infringement or failure to pay a subcontractor or supplier committed by Consultant or its agent, Consultant under contract or another entity over which Consultant exercises control while in the exercise of rights or performance of the duties under this agreement. This indemnification does not apply to any liability resulting from the negligent acts or omissions of the City or its employees, to the extent of such negligence. Consultant shall defend Indemnitee, with counsel satisfactory to the City Attorney, from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, included in the indemnification above if the claim is not based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee. If a claim is based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee, the Consultant shall reimburse the City's reasonable attorney's fees in proportion to the Consultant's liability. Consultant must advise City in writing within 24 hours of any claim or demand against City or Consultant known to Consultant related to or arising out of Consultant's activities under this Agreement. ARTICLE VII —TERM; RENEWALS; TIMES FOR RENDERING SERVICE 7.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 7.2 This Agreement shall be applicable to Task Orders issued hereunder from the Effective Date of the Agreement until Task Orders are complete. 7.3 The term of this Agreement shall be for a period of_ years beginning on the Effective Date, unless extended by authority of the City Manager or designee. The Agreement may be renewed for up to renewal options upon mutual agreement of the parties to be evidenced in writing prior to the expiration of the prior term. Any renewals shall be at the same terms and conditions, plus any approved changes. 7.4 The times for performing services or providing deliverables will be stated in each Task Order. If no times are so stated, Consultant will perform services and provide deliverables within a reasonable time. ARTICLE VIII - TERMINATION OF AGREEMENT 8.1 By Consultant: 8.1.1 The City reserves the right to suspend this Agreement at the end of any phase for the convenience of the City by issuing a written and signed Notice of Suspension. The Consultant may terminate this Agreement for convenience in the event such suspension extends for a period beyond 120 calendar days by delivering a Notice of Termination to the City. 8.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement. 8.2 By City: Page 5 Rev. 21-3 8.2.1 The City may terminate this agreement for convenience upon seven days written notice to the Consultant at the address of record. 8.2.2 The City may terminate this agreement for cause upon ten days written notice to the Consultant. If Consultant begins, within three days of receipt of such notice, to correct its failure and proceeds to diligently cure such failure within the ten days, the agreement will not terminate. If the Consultant again fails to perform under this agreement, the City may terminate the agreement for cause upon seven days written notice to the Consultant with no additional cure period. If the City terminates for cause, the City may reject any and all proposals submitted by Consultant for up to two years. 8.3 Termination Procedure 8.3.1 Upon receipt of a Notice of Termination and prior to the effective date of termination, unless the notice otherwise directs or Consultant takes action to cure a failure to perform under the cure period, Consultant shall immediately begin the phase-out and discontinuance of all services in connection with the performance of this Agreement. Within 30 calendar days after receipt of the Notice of Termination, unless Consultant has successfully cured a failure to perform, Consultant shall submit a statement showing in detail the services performed under this Agreement prior to the effective date of termination. City retains the option to grant an extension to the time period for submittal of such statement. 8.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement, including but not limited to specifications, designs, plans and exhibits. Consultant shall mark partially completed work as "Draft" and does not guarantee the accuracy or reliability of partially completed work submitted in accordance with this Article. 8.3.3 Upon receipt of documents described in the Termination Procedure and absent any reason why City may be compelled to withhold fees, Consultant will be compensated for its services based upon a Time & Materials calculation or Consultant and City's estimate of the proportion of the total services actually completed at the time of termination. There will be no compensation for anticipated profits on services not completed. 8.3.4 Consultant acknowledges that City is a public entity and has a duty to document the expenditure of public funds. The failure of Consultant to comply with the submittal of the statement and documents, as required above, shall constitute a waiver by Consultant of any and all rights or claims to payment for services performed under this Agreement. ARTICLE IX— RIGHT OF REVIEW AND AUDIT 9.1 Consultant grants City, or its designees, the right to audit, examine or inspect, at City's election, all of Consultant's records relating to the performance of the Work under this Agreement, during the term of this Agreement and retention period herein. The audit, examination or inspection may be performed by a City designee, which may include its internal auditors or an outside representative engaged by City. Consultant agrees to retain its records for a minimum of four years following termination of the Agreement, unless there is an ongoing dispute under this Agreement, then such retention period shall extend until final resolution of the dispute. 9.2 "Consultant's records" include any and all information, materials and data of every kind and character generated as a result of the Work under this Agreement. Examples include billings, books, general ledger, cost ledgers, invoices, production sheets, documents, correspondence, meeting notes, subscriptions, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, reports, drawings, receipts, vouchers, memoranda, time sheets, payroll records, policies, procedures, federal and state tax filings for issue in questions and any and all other agreements, sources Page 6 Rev. 21-3 of information and matters that may, in City's judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 9.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's records only during City's regular business hours. Upon reasonable prior notice, Consultant agrees to allow City's designee access to all of Consultant's records, Consultant's facilities and Consultant's current or former employees, deemed necessary by City or its designee(s), to perform such audit, inspection or examination. Consultant also agrees to provide adequate and appropriate work space necessary to City or its designees to conduct such audits, inspections or examinations. 9.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract. ARTICLE X—OWNER REMEDIES 10.1 The City and Consultant agree that in the event the City suffers actual damages, the City may elect to pursue its actual damages and any other remedy allowed by law. This includes but is not limited to: 10.1.1 Failure of the Consultant to make adequate progress and endanger timely and successful completion of the Project, which includes failure of subconsultants to meet contractual obligations; 10.1.2 Failure of the Consultant to design in compliance with the laws of the City, State and/or federal governments, such that subsequent compliance costs exceed expenditures that would have been involved had services been properly executed by the Consultant. 10.1.3 Losses are incurred because of defects, errors and omissions in the design, working drawings, specifications or other documents prepared by the Consultant to the extent that the financial losses are greater than the City would have originally paid had there not been defects, errors and omissions in the documents. 10.2 When the City incurs non-value added work costs for change orders due to design errors or omissions, the City will send the Consultant a letter that includes: (1) Summary of facts with supporting documentation; (2) Instructions for Consultant to revise design documents, if appropriate, at Consultant's expense; (3) Calculation of non-value added work costs incurred by the City; and (4) Deadline for Consultant's response. 10.3 The Consultant may be required to revise bid documents and re-advertise the Project at the Consultant's sole cost if, in the City's judgment, the Consultant generates excessive addenda, either in terms of the nature of the revision or the actual number of changes due to the Consultant's errors or omissions. 10.4 The City may withhold or nullify the whole or part of any payment as detailed in Article II. ARTICLE XI — CONSULTANT REMEDIES 11.1 If Consultant is delayed due to uncontrollable circumstances, such as strikes, riots, acts of God, national emergency, epidemics, acts of the public enemy, governmental restrictions, laws or regulations or any other causes beyond Consultant's and City's reasonable control, an extension of the Project schedule in an amount equal to the time lost due to such delay shall be Consultant's sole and exclusive remedy. The revised schedule should be approved in writing with a documented reason for granting the extension. Page 7 Rev. 21-3 11.2 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim as provided in this Agreement. ARTICLE XII — CLAIMS AND DISPUTE RESOLUTION 12.1 Filing of Claims 12.1.1 Claims arising from the circumstances identified in this Agreement or other occurrences or events, shall be made by Written Notice delivered by the party making the Claim to the other party within 21 calendar days after the start of the occurrence or event giving rise to the Claim and stating the general nature of the Claim. 12.1.2 Every Claim of Consultant, whether for additional compensation, additional time or other relief, shall be signed and sworn to by a person authorized to bind the Consultant by his/her signature, verifying the truth and accuracy of the Claim. 12.1.3 The responsibility to substantiate a claim rests with the party making the Claim. 12.1.4 Within 30 calendar days of receipt of notice and supporting documentation, City will meet to discuss the request, after which an offer of settlement or a notification of no settlement offer will be sent to Consultant. If Consultant is not satisfied with the proposal presented, Consultant will have 30 calendar days in which to (i) submit additional supporting data requested by the City, (ii) modify the initial request for remedy or (iii) request Alternative Dispute Resolution. 12.1.5 Pending final resolution of a claim, except as otherwise agreed in writing, Consultant shall proceed diligently with performance of the Agreement and City shall continue to make payments in accordance with this Agreement. 12.2 Alternative Dispute Resolution 12.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 12.2.2 Before invoking mediation, the Parties agree that they shall first try to resolve any dispute arising out of or related to this Agreement through discussions directly between those senior management representatives within their respective organizations who have overall managerial responsibility for similar projects. This step shall be a condition precedent to the use of mediation. If the parties' senior management representatives cannot resolve the dispute within 30 calendar days after a Party delivers a written notice of such dispute,then the Parties shall proceed with the mediation process contained herein. 12.2.3 Mediation 12.2.3.1 In the event that City or Consultant shall contend that the other has committed a material breach of this Agreement, the Party alleging such breach shall, as a condition precedent to filing any lawsuit, request mediation of the dispute. 12.2.3.2 Request for mediation shall be in writing, and shall request that the mediation commence no less than 30 or more than 90 calendar days following the date of the request, except upon agreement of both parties. Page 8 Rev. 21-3 12.2.3.3 In the event City and Consultant are unable to agree to a date for the mediation or to the identity of the mediator or mediators within 30 calendar days of the request for mediation, all conditions precedent in this Article shall be deemed to have occurred. 12.2.3.4 The parties shall share the mediator's fee. Venue for any mediation or lawsuit arising under this Agreement shall be Nueces County, Texas. Any agreement reached in mediation shall be enforceable as a settlement agreement in any court having jurisdiction thereof. No provision of this Agreement shall waive any immunity or defense. No provision of this Agreement is a consent to suit. 12.3 In case of litigation between the parties, Consultant and City agree that neither party shall be responsible for payment of attorney's fees pursuant to any law or other provision for payment of attorneys' fees. Both Parties expressly waive any claim to attorney's fees should litigation result from any dispute in this Agreement. 12.4 In case of litigation between the parties, Consultant and City agree that they have knowingly waived and do hereby waive the right to trial by jury and have instead agreed, in the event of any litigation arising out of or connected to this Agreement, to proceed with a trial before the court, unless both parties subsequently agree otherwise in writing. 12.5 No Waiver of Governmental Immunity. This Agreement is to perform a governmental function solely for the public benefit. Nothing in this Agreement shall be construed to waive City's governmental immunity from lawsuit, which immunity is expressly retained to the extent it is not clearly and unambiguously waived by state law. ARTICLE XIII — MISCELLANEOUS PROVISIONS 13.1 Assignability. Neither party will assign, transfer or delegate any of its obligations or duties under this Agreement to any other person and/or party without the prior written consent of the other party, except for routine duties delegated to personnel of the Consultant staff. This includes subcontracts entered into for services under this Agreement. If the Consultant is a partnership or joint venture, then in the event of the termination of the partnership or joint venture, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the Consultant fee may be assigned in advance of receipt by the Consultant without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. 13.2 Ownership of Documents. Consultant agrees that upon payment, City shall exclusively own any and all information in whatsoever form and character produced and/or maintained in accordance with, pursuant to or as a result of this Agreement, including contract documents (plans and specifications), drawings and submittal data. Consultant may make a copy for its files. Any reuse, without specific written verification or adaptation by Consultant, shall be a City's sole risk and without liability or legal exposure to Consultant. The City agrees that any modification of the plans will be evidenced on the plans and be signed and sealed by a professional engineer prior to re-use of modified plans. 13.3 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the professional skill and care ordinarily provided by competent engineers or architects practicing under the same or similar circumstances and professional license; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer or architect. 13.4 Licensing. Consultant shall be represented by personnel with appropriate licensure, registration and/or Page 9 Rev. 21-3 certification(s) at meetings of any official nature concerning the Project, including scope meetings, review meetings, pre-bid meetings and preconstruction meetings. 13.5 Independent Contractor. The relationship between the City and Consultant under this Agreement shall be that of independent contractor. City may explain to Consultant the City's goals and objectives in regard to the services to be performed by Consultant, but the City shall not direct Consultant on how or in what manner these goals and objectives are to be met. 13.6 Entire Agreement. This Agreement, including Task Orders, represents the entire and integrated Agreement between City and Consultant and supersedes all prior negotiations, representations or agreements, either oral or written. This Agreement may be amended only by written instrument signed by both the City and Consultant. 13.7 No Third Party Beneficiaries. Nothing in this Agreement can be construed to create rights in any entity other than the City and Consultant. Neither the City nor Consultant intends to create third party beneficiaries by entering into this Agreement. 13.8 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form as part of this contract. 13.9 Certificate of Interested Parties. Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf_info_forml295.htm. The form must then be printed, signed and filed with the City. For more information, please review the Texas Ethics Commission Rules at https://www.ethics.state.tx.us/legal/ch46.html. 13.10 Conflict of Interest. Consultant agrees to comply with Chapter 176 of the Texas Local Government Code and file Form CIQ with the City Secretary's Office, if required. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/government/city-secretary/conflict-disclosure/index 13.11 Provisions Required by Law. Each applicable provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were physically included herein. 13.12 Public Information. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Consultant agrees that the contract can be terminated if the Consultant knowingly or intentionally fails to comply with a requirement of that subchapter. 13.13 Controlling Law. This Agreement is governed by the laws of the State of Texas without regard to its conflicts of laws. Venue for legal proceedings lies exclusively in Nueces County, Texas. 13.14 Severability. If, for any reason, any one or more Articles and/or paragraphs of this Agreement are held invalid or unenforceable, such invalidity or unenforceability shall not affect, impair or invalidate the remaining Articles and/or paragraphs of this Agreement but shall be confined in its effect to the specific Article, sentences, clauses or parts of this Agreement held invalid or unenforceable, and the invalidity or unenforceability of any Article, sentence, clause or parts of this Agreement, in any one or more instance, shall not affect or prejudice in any way the validity of this Agreement in any other instance. 13.15 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything contained in any documents prepared by Consultant and included herein is in conflict with Articles I - XII of this Agreement (Articles) and/or an approved Task Order, the Articles and/or the Task Order shall take Page 10 Rev. 21-3 precedence and control to resolve said conflict. 13.16 Title VI Assurance. The Consultant shall prohibit discrimination in employment based upon race, color, religion, national origin, gender, disability or age. Page 11 Rev. 21-3 CITY OF CORPUS CHRISTI ENGINEERING, INC. Michael Rodriguez (Date) Name (Date) Chief of Staff Title Address City, State, ZIP (361) xxx-xxxx Office email@company.com APPROVED AS TO LEGAL FORM Assistant City Attorney (Date) for City Attorney ATTEST Rebecca Huerta, City Secretary Page 12 Rev. 21-3 G� H EXHIBIT A v SCOPE OF SERVICES �N�OflPORP1E� 1852 Master Services Agreement Consultant Proposal / Rate Sheet Exhibit B Page 1 of 1 0 0 1.-0 1.-0 0 0 0 0 0 0 0 0 0 0 _ O O O O M O o 0 m m m Ln M Ln O a) Q 0 0 0 0 0 Ln 0 0 ~ ~ ~ O O O M E sco i O Ln co N CO N U N d O o U a� cw -0 �- Q a� Q a) 0 0 00 0 0 0 o p p p 0 00 0 J E E D CD O O O O O o 0 0 m m m o O O O a U) M a) c w 0 0 0 0 0 0 0 ti ti 0 I; I; g 0 OfC V ca O In O In O N N Ln �t 0) O _ Ln I-- Ln I-- Ln CO (N I- N O) lC Efl M Ln � � � Ln � O) V a) Ef} Ef? 0{} EA EA CA 0{} Efl 0{} Ef} O � m � W O O 00 O o 0 o p 00 0 00 O w 0 0 0 0 0 0 0 0 O 0 0 0 J 0 0 0 00 O o 0 o F- F- F- 0 00 O O •O 00 O 61? tq O O 6q 61} O O O 0LO LO LO LO 0 6q 09 09 6q Ld (14 6q O O 00 O o 0 o 0 00 0 00 O LV N O O 99 O O O O m m m 0 00 O 42) 0 0 0 0 0 0 0 0 ♦- ♦- ♦- 0 O O O Z p O Ln Ln Ln Ln > - 09 � �tq 09 tq 09 CO) LU O O 00 O o 0 o p 00 0 0 0 0 -� 0 o m m m o 0 0 o V 000000 000E— F— F— O 000 W i 5 (4 00 og 6q 00 0 09 6q 0 0 0 O W _ 6q O .Q) T- F- leN ? cm LU O O O O O o 0 o p p p 0 O O O E w � o 0 0 0 0 O O O O o0 00 ca o O O O 2 a o 0 0 0 0 0 (D ti F- F- F- ti 0 1,- ti Q 0 0 0 O L O O LO O U) O N N LO le O CO) p Z Z O = 0 0 I,- U) N O � W I,- a) W a) d �+ M F- M M 00 N � � 00 � N W aa) 2 p U �r 60- fs> c1> � � � Esr a� � U E F- o J O > V N O O 00 O o 0 o 0 0 0 0 O O O Z c a a — O > 0 0 0 0 0 0 0 0 ti F— F— F ti 0 c z 6q609 Ln O LO (a (a N N Ln N I- J N a 0 — N O N CO CO N CO 00 Q U � 0 0 0 0 0 0 0 o 0 0 0 0 O O O W y p O O O O O O O O m m m 0 O O O LU i 000000 OOOF— F— F— O 000 Z «? O 6q ca O ca N 09 N O N N p VOC, o E 09 09 6q 0909Or> 22Q' cz c�a O O O O O o 0 o p 00 0 O O O m 0 o f o 0 0 0 0 0 0 o m m m o 0 0 0 � 00000 OOOF— F— F— O 000 cn Zt 0 0 LO 0 0 O O O O O = Lu V 0}} to Qfl ka 6q 6q ca 6q tq O Q L �� m a O g N U U) L N CO to U- WO WQ p a) ch V (B to a) a) y N COi a) C d LL U ? ya) ,; d U) O U) Cl) > -Fu `~ ) N � J d O .� d Q = N m cLrs d w CO a c' 0 � Q c C: = Cl) a c�a fn crs O � c - 0 Q irs � C p V m N a) O = a) cn ca °� 0 � a m -0 O O a mm d 0 m 0 CO Q d d 0 co CO cn m Q Exhibit C Page 1 of 1 EXHIBIT D Insurance Requirements Pre-Design, Design and General Consulting Contracts 1.1 Consultant must not commence work under this agreement until all required insurance has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 1.2 Consultant must furnish to the Director of Engineering Services with the signed agreement a copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. A waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, Bodily Injury and Property Damage required on all certificates or by Per occurrence - aggregate applicable policy endorsements PROFESSIONAL LIABILITY $1,000,000 Per Claim (Errors and Omissions) If claims made policy, retro date must be prior to inception of agreement, have 3-year reporting period provisions or be maintained for 3 years after project completion. 1.3 In the event of accidents of any kind related to this agreement, Consultant must furnish the City with copies of all reports of any accidents within 10 days of the accident. 1.4 Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, with the exception of professional liability, which may be on a per claims made basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Consultant is required to provide City with renewal Certificates. 1 Rev 12/20 1 .5 Consultant is required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Consultant shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 1.6 Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1.6.1 Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation or non-renewal of coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. 1 .7 Within five (5) calendar days of a suspension, cancellation or non-renewal of coverage, Consultant shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1.8 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Consultant to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1 .9 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. 1 .10 It is agreed that Consultant's insurance shall be deemed primary and non- contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1.11 It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2 Rev 12/20 SUPPLIER NUMBER TO BE ASSIGNED BY CTTY— PURCHASING DIVISION rro,r� City of CITY OF CORPUS CHRISTI Corpus DISCLOSURE OF INTEREST Christi City of Corpus Christi Ordinance 17112, as amended,requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applica le, answer with "NA". See reverse side for Filing Requirements, Certifications and definitions. COMPANY NAME: P.O.BOX: STREET ADDRESS: CITY: ZIP: FIRM IS: 1. Corporation ❑ 2. Partnership ❑ 3. Sole Owner ❑ 4. Association 5. Other DISCLOSURE QUESTIONS If additional space is necessary,please use the reverse side of this page or attach separate sheet. 1. State the names of each `employee" of the City of Corpus Christi having an "ownership interest" constituting 3%or more of the ownership in the above named"firm." Name Job Title and City Department(if known) N/A 2. State the names of each "official' of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named"firm." Name Title N/A 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named"firm." Name Board,Commission or Committee N/A 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3%or more of the ownership in the above named"firm." Name Consultant N/A EXHIBIT "E" Page 1 of 2 FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof,you shall disclose that fact in a signed writing to the City official, employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349 (d)] CERTIFICATION I certify that all information provided is true and correct as of the date of this statement,that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi,Texas as changes occur. Certifying Person: Title: (Type or Print) Signature of Certifying Date: Person: DEFINITIONS a. `Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi,Texas. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part- time basis,but not as an independent contractor. d. "Firm." Any entity operated for economic gain,whether professional,industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation,joint stock company,joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers,Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi,Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements.,, g. "Consultant."Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. EXHIBIT "E" Page 2 of 2 Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services Table of Contents Page Article 1—Definitions and Terminology .......................................................................................................2 Article2—Preliminary Matters.....................................................................................................................8 Article 3—Contract Documents: Intent, Requirements, Reuse...................................................................8 Article 4—Commencement and Progress of the Work................................................................................9 Article 5—Availability of Lands; Subsurface, Physical and Hazardous Environmental Conditions ..............9 Article 6—Bonds and Insurance .................................................................................................................10 Article 7—Contractor's Responsibilities.....................................................................................................10 Article 8—Other Work at the Site...............................................................................................................10 Article 9—Owner's and OPT's Responsibilities...........................................................................................10 Article 10—OAR's and Designer's Status During Construction ..................................................................11 Article 11—Amending the Contract Documents; Changes in the Work ....................................................13 Article 12—Change Management ..............................................................................................................13 Article13—Claims.......................................................................................................................................14 Article 14—Prevailing Wage Rate Requirements.......................................................................................16 Article 15—Cost of the Work; Allowances; Unit Price Work......................................................................16 Article 16—Tests and Inspections; Correction, Removal, or Acceptance of Defective Work....................16 Article 17—Payments to Contractor; Set-Offs; Completion; Correction Period........................................16 Article 18—Suspension of Work and Termination.....................................................................................16 Article 19—Project Management...............................................................................................................16 Article 20—Project Coordination................................................................................................................16 Article 21—Quality Management...............................................................................................................17 Article 22— Final Resolution of Disputes....................................................................................................17 Article 23—Minority/MBE/DBE Participation Policy..................................................................................17 Article 24—Document Management..........................................................................................................17 Article25—Shop Drawings.........................................................................................................................17 Article26— Record Data .............................................................................................................................20 Article 27—Construction Progress Schedule..............................................................................................21 Article 28—Video and Photographic documentation ................................................................................21 Article 29— Execution and Closeout...........................................................................................................21 Article30—Miscellaneous..........................................................................................................................22 EXHIBIT F Page 1 of 22 ARTICLE 1—DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms A. Terms with initial capital letters, including the term's singular and plural forms, have the meanings indicated in this paragraph wherever used in the Bidding Requirements or Contract Documents. In addition to the terms specifically defined, terms with initial capital letters in the Contract Documents may include references to identified articles and paragraphs, and the titles of other documents or forms. 1. Addenda - Documents issued prior to the receipt of Bids which clarify or modify the Bidding Requirements or the proposed Contract Documents. 2. Agreement - The document executed between Owner and Contractor covering the Work. 3. Alternative Dispute Resolution -The process by which a disputed Claim may be settled as an alternative to litigation, if Owner and Contractor cannot reach an agreement between themselves. 4. Application for Payment - The forms used by Contractor to request payments from Owner and the supporting documentation required by the Contract Documents. 5. Award Date—The date the City Council of the City of Corpus Christi (City)authorizes the City Manager or designee to execute the Contract on behalf of the City. 6. Bid -The documents submitted by a Bidder to establish the proposed Contract Price and Contract Times and provide other information and certifications as required by the Bidding Requirements. 7. Bidding Documents - The Bidding Requirements, the proposed Contract Documents, and Addenda. 8. Bidder-An individual or entity that submits a Bid to Owner. 9. Bidding Requirements -The Invitation for Bids, Instructions to Bidders, Bid Security, Bid Form and attachments, and required certifications. 10. Bid Security-The financial security in the form of a bid bond provided by Bidder at the time the Bid is submitted and held by Owner until the Agreement is executed and the evidence of insurance and Bonds required by the Contract Documents are provided. A cashier's check, certified check, money order or bank draft from any State or National Bank will also be acceptable. 11. Bonds - Performance Bond, Payment Bond, Maintenance Bond, and other Surety instruments executed by Surety. When in singular form, refers to individual instrument. 12. Change Order - A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which modifies the Work, Contract Price, Contract Times, or terms and conditions of the Contract. 13. Change Proposal - A document submitted by Contractor in accordance with the requirements of the Contract Documents: a. Requesting an adjustment in Contract Price or Contract Times; EXHIBIT F Page 2 of 22 b. Contesting an initial decision concerning the requirements of the Contract Documents or the acceptability of Work under the Contract Documents; C. Challenging a set-off against payment due; or d. Seeking a Modification with respect to the terms of the Contract. 14. City Engineer-The Corpus Christi City Engineer and/or his designated representative as identified at the preconstruction conference or in the Notice to Proceed. 15. Claim - A demand or assertion by Owner or Contractor submitted in accordance with the requirements of the Contract Documents. A demand for money or services by an entity other than the Owner or Contractor is not a Claim. 16. Constituent of Concern - Asbestos, petroleum, radioactive materials, polychlorinated biphenyls (PCBs), hazardous wastes, and substances, products, wastes, or other materials that are or become listed, regulated, or addressed pursuant to: a. The Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq. ("CERCLA"); b. The Hazardous Materials Transportation Act, 49 U.S.C. §§5101 et seq.; C. The Resource Conservation and Recovery Act, 42 U.S.C. §§6901 et seq. ("RCRA"); d. The Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.; e. The Clean Water Act, 33 U.S.C. §§1251 et seq.; f. The Clean Air Act,42 U.S.C. §§7401 et seq.; or g. Any other Laws or Regulations regulating, relating to, or imposing liability or standards of conduct concerning hazardous,toxic, or dangerous waste, substance, or material. 17. Contract -The entire integrated set of documents concerning the Work and describing the relationship between the Owner and Contractor. 18. Contract Amendment-A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which: a. Authorizes new phases of the Work and establishes the Contract Price, Contract Times, or terms and conditions of the Contract for the new phase of Work; or b. Modifies the terms and conditions of the Contract, but does not make changes in the Work. 19. Contract Documents - Those items designated as Contract Documents in the Agreement. 20. Contract Price - The monetary amount stated in the Agreement and as adjusted by Modifications,and increases or decreases in unit price quantities, if any,that Owner has agreed to pay Contractor for completion of the Work in accordance with the Contract Documents. 21. Contract Times-The number of days or the dates by which Contractor must: a. Achieve specified Milestones; EXHIBIT F Page 3 of 22 b. Achieve Substantial Completion; and C. Complete the Work. 22. Contractor-The individual or entity with which Owner has contracted for performance of the Work. 23. Contractor's Team - Contractor and Subcontractors, Suppliers, individuals, or entities directly or indirectly employed or retained by them to perform part of the Work or anyone for whose acts they may be liable. 24. Cost of the Work -The sum of costs incurred for the proper performance of the Work as allowed by Article 15. 25. Defective - When applied to Work, refers to Work that is unsatisfactory, faulty, or deficient in that it: a. Does not conform to the Contract Documents; b. Does not meet the requirements of applicable inspections, reference standards, tests, or approvals referred to in the Contract Documents; or C. Has been damaged or stolen prior to OAR's recommendation of final payment unless responsibility for the protection of the Work has been assumed by Owner at Substantial Completion in accordance with Paragraphs 17.12 or 17.13. 26. Designer - The individuals or entity named as Designer in the Agreement and the subconsultants, individuals, or entities directly or indirectly employed or retained by Designer to provide design or other technical services to the Owner. Designer has responsibility for engineering or architectural design and technical issues related to the Contract Documents. Designers are Licensed Professional Engineers, Registered Architects or Registered Landscape Architects qualified to practice their profession in the State of Texas. 27. Drawings - The part of the Contract that graphically shows the scope, extent, and character of the Work. Shop Drawings and other Contractor documents are not Drawings. 28. Effective Date of the Contract -The date indicated in the Agreement on which the City Manager or designee has signed the Contract. 29. Field Order-A document issued by OAR or Designer requiring changes in the Work that do not change the Contract Price or the Contract Times. 30. Hazardous Environmental Condition -The presence of Constituents of Concern at the Site in quantities or circumstances that may present a danger to persons or property exposed to Constituents of Concern. The presence of Constituents of Concern at the Site necessary for the execution of the Work or to be incorporated in the Work is not a Hazardous Environmental Condition provided these Constituents of Concern are controlled and contained pursuant to industry practices, Laws and Regulations, and the requirements of the Contract. 31. Indemnified Costs-All costs, losses,damages,and legal or other dispute resolution costs resulting from claims or demands against Owner's Indemnitees. These costs include fees for engineers, architects, attorneys, and other professionals. EXHIBIT F Page 4 of 22 32. Laws and Regulations; Laws or Regulations-Applicable laws,statutes, rules, regulations, ordinances,codes,and orders of governmental bodies,agencies,authorities,and courts having jurisdiction over the Project. 33. Liens - Charges, security interests, or encumbrances upon Contract related funds, real property, or personal property. 34. Milestone-A principal event in the performance of the Work that Contractor is required by Contract to complete by a specified date or within a specified period of time. 35. Modification - Change made to the Contract Documents by one of the following methods: a. Contract Amendment; b. Change Order; C. Field Order; or d. Work Change Directive. 36. Notice of Award-The notice of Owner's intent to enter into a contract with the Selected Bidder. 37. Notice to Proceed -A notice to Contractor of the Contract Times and the date Work is to begin. 38. Owner-The City of Corpus Christi (City), a Texas home-rule municipal corporation and political subdivision organized under the laws of the State of Texas, acting by and through its duly authorized City Manager and his designee, the City Engineer (the Director of Engineering Services), and the City's officers, employees, agents, or representatives, authorized to administer design and construction of the Project. 39. Owner's Authorized Representative or OAR -The individual or entity named as OAR in the Agreement and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide construction management services to the Owner. The OAR may be an employee of the Owner. 40. Owner's Indemnitees - Each member of the OPT and their officers, directors, members, partners, employees, agents, consultants, and subcontractors. 41. Owner's Project Team or OPT - The Owner, Owner's Authorized Representative, Resident Project Representative, Designer, and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide services to the Owner. 42. Partial Occupancy or Use - Use by Owner of a substantially completed part of the Work for the purpose for which it is intended (or a related purpose) prior to Substantial Completion of all the Work. 43. Progress Schedule -A schedule prepared and maintained by Contractor, describing the sequence and duration of the activities comprising the Contractor's plan to accomplish the Work within the Contract Times. The Progress Schedule must be a Critical Path Method (CPM) Schedule. 44. Project - The total undertaking to be accomplished for Owner under the Contract Documents. EXHIBIT F Page 5 of 22 45. Resident Project Representative or RPR-The authorized representative of OPT assigned to assist OAR at the Site. As used herein, the term Resident Project Representative includes assistants and field staff of the OAR. 46. Samples - Physical examples of materials, equipment, or workmanship representing some portion of the Work that are used to establish the standards for that portion of the Work. 47. Schedule of Documents-A schedule of required documents, prepared, and maintained by Contractor. 48. Schedule of Values - A schedule, prepared and maintained by Contractor, allocating portions of the Contract Price to various portions of the Work and used as the basis for Contractor's Applications for Payment. 49. Selected Bidder-The Bidder to which Owner intends to award the Contract. 50. Shop Drawings - All drawings, diagrams, illustrations, schedules, and other data or information that are specifically prepared or assembled and submitted by Contractor to illustrate some portion of the Work. Shop Drawings, whether approved or not, are not Drawings and are not Contract Documents. 51. Site - Lands or areas indicated in the Contract Documents as being furnished by Owner upon which the Work is to be performed. The Site includes rights-of-way, easements, and other lands furnished by Owner which are designated for use by the Contractor. 52. Specifications -The part of the Contract that describes the requirements for materials, equipment, systems, standards, and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable to the Work. 53. Subcontractor -An individual or entity having a direct contract with Contractor or with other Subcontractors or Suppliers for the performance of a part of the Work. 54. Substantial Completion -The point where the Work or a specified part of the Work is sufficiently complete to be used for its intended purpose in accordance with the Contract Documents. 55. Supplementary Conditions -The part of the Contract that amends or supplements the General Conditions. 56. Supplier - A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with Subcontractors or other Suppliers to furnish materials or equipment to be incorporated in the Work. 57. Technical Data-Those items expressly identified as Technical Data in the Supplementary Conditions with respect to either: a. Subsurface conditions at the Site; b. Physical conditions relating to existing surface or subsurface structures at the Site, except Underground Facilities; or C. Hazardous Environmental Conditions at the Site. 58. Underground Facilities - All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, other similar facilities or appurtenances, and encasements containing these facilities which are used to convey electricity, gases, EXHIBIT F Page 6 of 22 steam, liquid petroleum products, telephone or other communications, fiber optic transmissions, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. 59. Unit Price Work-Work to be paid for on the basis of unit prices. 60. Work - The construction of the Project or its component parts as required by the Contract Documents. 61. Work Change Directive -A directive issued to Contractor on or after the Effective Date of the Contract ordering an addition, deletion, or revision in the Work. The Work Change Directive serves as a memorandum of understanding regarding the directive until a Change Order can be issued. 1.02 Terminology A. The words and terms discussed in this Paragraph 1.02 are not defined, but when used in the Bidding Requirements or Contract Documents, have the indicated meaning. B. It is understood that the cost for performing Work is included in the Contract Price and no additional compensation is to be paid by Owner unless specifically stated otherwise in the Contract Documents. Expressions including or similar to "at no additional cost to Owner," "at Contractor's expense,"or similar words mean that the Contractor is to perform or provide specified operation of Work without an increase in the Contract Price. C. The terms"day"or"calendar day" mean a calendar day of 24 hours measured from midnight to the next midnight. D. The meaning and intent of certain terms or adjectives are described as follows: 1. The terms "as allowed," "as approved," "as ordered," "as directed," or similar terms in the Contract Documents indicate an exercise of professional judgment by the OPT. 2. Adjectives including or similar to "reasonable," "suitable," "acceptable," "proper," "satisfactory," or similar adjectives are used to describe a determination of OPT regarding the Work. 3. Any exercise of professional judgment by the OPT will be made solely to evaluate the Work for general compliance with the Contract Documents unless there is a specific statement in the Contract Documents indicating otherwise. 4. The use of these or similar terms or adjectives does not assign a duty or give OPT authority to supervise or direct the performance of the Work, or assign a duty or give authority to the OPT to undertake responsibilities contrary to the provisions of Articles 9 or 10 or other provisions of the Contract Documents. E. The use of the words "furnish," "install," "perform," and "provide" have the following meanings when used in connection with services, materials, or equipment: 1. Furnish means to supply and deliver the specified services, materials, or equipment to the Site or other specified location ready for use or installation. 2. Install means to complete construction or assembly of the specified services, materials, or equipment so they are ready for their intended use. EXHIBIT F Page 7 of 22 3. Perform or provide means to furnish and install specified services, materials, or equipment, complete and ready for their intended use. 4. Perform or provide the specified services, materials, or equipment complete and ready for intended use if the Contract Documents require specific services, materials, or equipment, but do not expressly use the words "furnish," "install," "perform," or "provide." F. Contract Documents are written in modified brief style: 1. Requirements apply to all Work of the same kind, class, and type even though the word "all" is not stated. 2. Simple imperative sentence structure is used which places a verb as the first word in the sentence. It is understood that the words "furnish," "install," "perform," "provide," or similar words include the meaning of the phrase "The Contractor shall..." before these words. 3. Unless specifically stated that action is to be taken by the OPT or others, it is understood that the action described is a requirement of the Contractor. G. Words or phrases that have a well-known technical or construction industry or trade meaning are used in the Contract Documents in accordance with this recognized meaning unless stated otherwise in the Contract Documents. H. Written documents are required where reference is made to notices, reports, approvals, consents, documents, statements, instructions, opinions or other types of communications required by the Contract Documents. Approval and consent documents must be received by Contractor prior to the action or decision for which approval or consent is given. These may be made in printed or electronic format through the OPT's project management information system or other electronic media as required by the Contract Documents or approved by the OAR. I. Giving notice as required by the Contract Documents may be by printed or electronic media using a method that requires acknowledgment of the receipt of that notice. ARTICLE 2—PRELIMINARY MATTERS ARTICLE 3—CONTRACT DOCUMENTS: INTENT, REQUIREMENTS, REUSE 3.01 Intent B. Provide equipment that is functionally complete as described in the Contract Documents. The Drawings and Specifications do not indicate or describe all of the Work required to complete the installation of products purchased by the Owner or Contractor. Additional details required for the correct installation of selected products are to be provided by the Contractor and coordinated with the Designer through the OAR. 3.02 Reference Standards Comply with applicable construction industry standards, whether referenced or not. 1. Standards referenced in the Contract Documents govern over standards not referenced but recognized as applicable in the construction industry. EXHIBIT F Page 8 of 22 2. Comply with the requirements of the Contract Documents if they produce a higher quality of Work than the applicable construction industry standards. 3. Designer determines whether a code or standard is applicable, which of several are applicable, or if the Contract Documents produce a higher quality of Work. 3.03 Reporting and Resolving Discrepancies 3.04 Interpretation of the Contract Documents Submit questions regarding the design of the Project described in the Contract Documents to the OAR immediately after those questions arise. OAR is to request an interpretation of the Contract Documents from the Designer. Designer is to respond to these questions by providing an interpretation of the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OPT may initiate a Modification to the Contract Documents through the OAR if a response to the question indicates that a change in the Contract Documents is required. Contractor may appeal Designer's or OAR's interpretation by submitting a Change Proposal. ARTICLE 4—COMMENCEMENT AND PROGRESS OF THE WORK ARTICLE 5—AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS 5.01 Availability of Lands 5.02 Use of Site and Other Areas 5.03 Subsurface and Physical Conditions 5.04 Differing Subsurface or Physical Conditions OAR is to notify the OPT after receiving notice of a differing subsurface or physical condition from the Contractor. Designer is to: 1. Promptly review the subsurface or physical condition; 2. Determine the necessity of OPT's obtaining additional exploration or tests with respect the subsurface or physical condition; 3. Determine if the subsurface or physical condition falls within one or more of the differing Site condition categories in Paragraph 5.04.A; 4. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with the subsurface or physical condition in question; 5. Determine the need for changes in the Drawings or Specifications; and 6. Advise OPT of Designer's findings, conclusions, and recommendations. C. OAR is to issue a statement to Contractor regarding the subsurface or physical condition in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. EXHIBIT F Page 9 of 22 5.05 Underground Facilities The Designer is to take the following action after receiving notice from the OAR: 1. Promptly review the Underground Facility and conclude whether the Underground Facility was not shown or indicated in the Contract Documents, or was not shown or indicated with reasonable accuracy; 2. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with this Underground Facility; 3. Determine the extent to which a change is required in the Drawings or Specifications to document the consequences of the existence or location of the Underground Facility; and 4. Advise OAR of Designer's findings, conclusions, and recommendations and provide revised Drawings and Specifications if required. D. OAR is to issue a statement to Contractor regarding the Underground Facility in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. ARTICLE 6—BONDS AND INSURANCE ARTICLE 7—CONTRACTOR'S RESPONSIBILITIES ARTICLE 8—OTHER WORK AT THE SITE ARTICLE 9—OWNER'S AND OPT'S RESPONSIBILITIES 9.01 Communications to Contractor A. OPT issues communications to Contractor through OAR except as otherwise provided in the Contract Documents. 9.02 Replacement of Owner's Project Team Members A. Owner may replace members of the OPT at its discretion. 9.03 Furnish Data A. OPT is to furnish the data required of OPT under the Contract Documents. 9.04 Pay When Due 9.05 Lands and Easements; Reports and Tests A. Owner's duties with respect to providing lands and easements are described in Paragraph 5.01. OPT will make copies of reports of explorations and tests of subsurface conditions and drawings of physical conditions relating to existing surface or subsurface structures at the Site available to Contractor in accordance with Paragraph 5.03. EXHIBIT F Page 10 of 22 9.06 Insurance 9.07 Modifications 9.08 Inspections,Tests, and Approvals A. OPT's responsibility with respect to certain inspections,tests, and approvals are described in Paragraph 16.02. 9.09 Limitations on OPT's Responsibilities A. The OPT does not supervise, direct, or have control or authority over, and is not responsible for Contractor's means, methods, techniques, sequences, or procedures of construction, or related safety precautions and programs, or for failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. OPT is not responsible for Contractor's failure to perform the Work in accordance with the Contract Documents. 9.10 Undisclosed Hazardous Environmental Condition A. OPT's responsibility for undisclosed Hazardous Environmental Conditions is described in Paragraph 5.06. 9.11 Compliance with Safety Program A. Contractor is to inform the OPT of its safety programs and OPT is to comply with the specific applicable requirements of this program. ARTICLE 10—OAR'S AND DESIGNER'S STATUS DURING CONSTRUCTION 10.01 Owner's Representative A. OAR is Owner's representative. The duties and responsibilities and the limitations of authority of OAR as Owner's representative are described in the Contract Documents. 10.02 Visits to Site A. Designer is to make periodic visits to the Site to observe the progress and quality of the Work. Designer is to determine, in general, if the Work is proceeding in accordance with the Contract Documents based on observations made during these visits. Designer is not required to make exhaustive or continuous inspections to check the quality or quantity of the Work. Designer is to inform the OPT of issues or concerns and OAR is to work with Contractor to address these issues or concerns. Designer's visits and observations are subject to the limitations on Designer's authority and responsibility described in Paragraphs 9.09 and 10.07. B. OAR is to observe the Work to check the quality and quantity of Work, implement Owner's quality assurance program, and administer the Contract as Owner's representative as described in the Contract Documents. OAR's visits and observations are subject to the limitations on OAR's authority and responsibility described in Paragraphs 9.09 and 10.07. EXHIBIT F Page 11 of 22 10.03 Resident Project Representatives A. Resident Project Representatives assist OAR in observing the progress and quality of the Work at the Site. The limitations on Resident Project Representatives' authority and responsibility are described in Paragraphs 9.09 and 10.07. 10.04 Rejecting Defective Work A. OPT has the authority to reject Work in accordance with Article 16. OAR is to issue a Defective Work Notice to Contractor and document when Defective Work has been corrected or accepted in accordance with Article 16. 10.05 Shop Drawings, Modifications and Payments A. Designer's authority related to Shop Drawings and Samples are described in the Contract Documents. B. Designer's authority related to design calculations and design drawings submitted in response to a delegation of professional design services are described in Paragraph 7.15. C. OAR and Designer's authority related to Modifications is described in Article 11. D. OAR's authority related to Applications for Payment is described in Articles 15 and 17. 10.06 Decisions on Requirements of Contract Documents and Acceptability of Work A. OAR is to render decisions regarding non-technical or contractual / administrative requirements of the Contract Documents and will coordinate the response of the OPT to Contractor. B. Designer is to render decisions regarding the conformance of the Work to the requirements of the Contract Documents. Designer will render a decision to either correct the Defective Work,or accept the Work under the provisions of Paragraph 16.04, if Work does not conform to the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OAR will issue a Request for a Change Proposal if a Modification is required. OAR will provide documentation for changes related to the non-technical or contractual / administrative requirements of the Contract Documents. Designer will provide documentation if design related changes are required. D. Contractor may appeal Designer's decision by submitting a Change Proposal if Contractor does not agree with the Designer's decision. 10.07 Limitations on OAR's and Designer's Authority and Responsibilities A. OPT is not responsible for the acts or omissions of Contractor's Team. No actions or failure to act, or decisions made in good faith to exercise or not exercise the authority or responsibility available under the Contract Documents creates a duty in contract, tort, or otherwise of the OPT to the Contractor or members of the Contractor's Team. EXHIBIT F Page 12 of 22 ARTICLE 11—AMENDING THE CONTRACT DOCUMENTS; CHANGES IN THE WORK ARTICLE 12—CHANGE MANAGEMENT 12.01 Requests for Change Proposal A. Designer will initiate Modifications by issuing a Request for a Change Proposal (RCP). 1. Designer will prepare a description of proposed Modifications. 2. Designer will issue the Request for a Change Proposal form to Contractor. A number will be assigned to the Request for a Change Proposal when issued. 3. Return a Change Proposal in accordance with Paragraph 12.02 to the Designer for evaluation by the OPT. 12.02 Change Proposals A. Submit a Change Proposal (CP) to the Designer for Contractor initiated changes in the Contract Documents or in response to a Request for Change Proposal. 1. Use the Change Proposal form provided. 2. Assign a number to the Change Proposal when issued. 3. Include with the Change Proposal: a. A complete description of the proposed Modification if Contractor initiated or proposed changes to the OPT's description of the proposed Modification. b. The reason the Modification is requested, if not in response to a Request for a Change Proposal. C. A detailed breakdown of the cost of the change if the Modification requires a change in Contract Price. The itemized breakdown is to include: 1) List of materials and equipment to be installed; 2) Man hours for labor by classification; 3) Equipment used in construction; 4) Consumable supplies, fuels, and materials; 5) Royalties and patent fees; 6) Bonds and insurance; 7) Overhead and profit; 8) Field office costs; 9) Home office cost; and 10) Other items of cost. d. Provide the level of detail outlined in the paragraph above for each Subcontractor or Supplier actually performing the Work if Work is to be provided by a Subcontractor or Supplier. Indicate appropriate Contractor mark-ups for Work EXHIBIT F Page 13 of 22 provided through Subcontractors and Suppliers. Provide the level of detail outline in the paragraph above for self-performed Work. e. Submit Change Proposals that comply with Article 15 for Cost of Work. f. Provide a revised schedule. Show the effect of the change on the Project Schedule and the Contract Times. B. Submit a Change Proposal to the Designer to request a Field Order. C. A Change Proposal is required for all substitutions or deviations from the Contract Documents. D. Request changes to products in accordance with Article 25. 12.03 Designer Will Evaluate Request for Modification A. Designer will issue a Modification per Article 11 if the Change Proposal is acceptable to the Owner. Designer will issue a Change Order or Contract Amendment for any changes in Contract Price or Contract Times. 1. Change Orders and Contract Amendments will be sent to the Contractor for execution with a copy to the Owner recommending approval. A Work Change Directive may be issued if Work needs to progress before the Change Order or Contract Amendment can be authorized by the Owner. 2. Work Change Directives, Change Orders, and Contract Amendments can only be approved by the Owner. a. Work performed on the Change Proposal prior to receiving a Work Change Directive or approval of the Change Order or Contract Amendment is performed at the Contractor's risk. b. No payment will be made for Work on Change Orders or Contract Amendments until approved by the Owner. B. The Contractor may be informed that the Request for a Change Proposal is not approved and construction is to proceed in accordance with the Contract Documents. ARTICLE 13—CLAIMS 13.01 Claims 13.02 Claims Process A. Claims must be initiated by written notice. Notice must conspicuously state that it is a notice of a Claim in the subject line or first sentence. Notice must also list the date of first occurrence of the claimed event. B. Claims by Contractor must be in writing and delivered to the Owner, Designer and the OAR within 7 days: 1. After the start of the event giving rise to the Claim; or 2. After a final decision on a Change Proposal has been made. EXHIBIT F Page 14 of 22 C. Claims by Contractor that are not received within the time period provided by section 13.02(B) are waived. Owner may choose to deny such Claims without a formal review. Any Claims by Contractor that are not brought within 90 days following the termination of the Contract are waived and shall be automatically deemed denied. D. Claims by Owner must be submitted by written notice to Contractor. E. The responsibility to substantiate a Claim rests with the entity making the Claim. Claims must contain sufficient detail to allow the other party to fully review the Claim. 1. Claims seeking an adjustment of Contract Price must include the Contractor's job cost report. Provide additional documentation as requested by OAR. 2. Claims seeking an adjustment of Contract Time must include native schedule files in Primavera or MS Project digital format. Provide additional documentation as requested by OAR. F. Contractor must certify that the Claim is made in good faith, that the supporting data is accurate and complete, and that to the best of Contractor's knowledge and belief, the relief requested accurately reflects the full compensation to which Contractor is entitled. G. Claims by Contractor against Owner and Claims by Owner against Contractor, including those alleging an error or omission by Designer but excluding those arising under Section 7.12,shall be referred initially to Designer for consideration and recommendation to Owner. H. Designer may review a Claim by Contractor within 30 days of receipt of the Claim and take one or more of the following actions: 1. Request additional supporting data from the party who made the Claim; 2. Issue a recommendation; 3. Suggest a compromise; or 4. Advise the parties that Designer is not able to make a recommendation due to insufficient information or a conflict of interest. I. If the Designer does not take any action, the claim shall be deemed denied. J. The Contractor and the Owner shall seek to resolve the Claim through the exchange of information and direct negotiations. If no agreement is reached within 90 days, the Claim shall be deemed denied. The Owner and Contractor may extend the time for resolving the Claim by mutual agreement. Notify OAR of any actions taken on a Claim. K. Owner and Contractor may mutually agree to mediate the underlying dispute at any time after a recommendation is issued by the Designer. EXHIBIT F Page 15 of 22 ARTICLE 14—PREVAILING WAGE RATE REQUIREMENTS ARTICLE 15—COST OF THE WORK;ALLOWANCES; UNIT PRICE WORK ARTICLE 16—TESTS AND INSPECTIONS;CORRECTION, REMOVAL,OR ACCEPTANCE OF DEFECTIVE WORK ARTICLE 17—PAYMENTS TO CONTRACTOR; SET-OFFS; COMPLETION; CORRECTION PERIOD ARTICLE 18—SUSPENSION OF WORK AND TERMINATION ARTICLE 19— PROJECT MANAGEMENT ARTICLE 20—PROJECT COORDINATION 20.01 Work Included 20.02 Document Submittal 20.03 Communication During Project A. The OAR is to be the first point of contact for all parties on matters concerning this Project. B. The Designer will coordinate correspondence concerning: 1. Documents, including Applications for Payment. 2. Clarification and interpretation of the Contract Documents. 3. Contract Modifications. 4. Observation of Work and testing. 5. Claims. 20.04 Requests for Information A. Submit Request for Information (RFI) to the Designer to obtain additional information or clarification of the Contract Documents. 1. Submit a separate RFI for each item on the form provided. 2. Attach adequate information to permit a written response without further clarification. Designer will return requests that do not have adequate information to the Contractor for additional information. Contractor is responsible for all delays resulting from multiple document submittals due to inadequate information. 3. A response will be made when adequate information is provided. Response will be made on the RFI form or in attached information. B. Response to an RFI is given to provide additional information, interpretation, or clarification of the requirements of the Contract Documents, and does not modify the Contract Documents. C. Designer will initiate a Request for a Change Proposal (RCP) per Article 12 if the RFI indicates that a Contract Modification is required. EXHIBIT F Page 16 of 22 ARTICLE 21—QUALITY MANAGEMENT ARTICLE 22—FINAL RESOLUTION OF DISPUTES ARTICLE 23—MINORITY/MBE/DBE PARTICIPATION POLICY ARTICLE 24—DOCUMENT MANAGEMENT ARTICLE 25—SHOP DRAWINGS 25.01 Work Included A. Shop Drawings are required for those products that cannot adequately be described in the Contract Documents to allow fabrication, erection, or installation of the product without additional detailed information from the Supplier. B. Submit Shop Drawings as required by the Contract Documents and as reasonably requested by the OPT to: 1. Record the products incorporated into the Project for the Owner; 2. Provide detailed information for the products proposed for the Project regarding their fabrication, installation, commissioning, and testing; and 3. Allow the Designer to advise the Owner if products proposed for the Project by the Contractor conform, in general, to the design concepts of the Contract Documents. 25.02 Quality Assurance 25.03 Contractor's Responsibilities 25.04 Shop Drawing Requirements A. Provide adequate information in Shop Drawings and Samples so Designer can: 1. Assist the Owner in selecting colors, textures, or other aesthetic features. 2. Compare the proposed features of the product with the specified features and advise Owner that the product does, in general, conform to the Contract Documents. 3. Compare the performance features of the proposed product with those specified and advise the Owner that the product does, in general,conform to the performance criteria specified in the Contract Documents. 4. Review required certifications, guarantees, warranties, and service agreements for compliance with the Contract Documents. EXHIBIT F Page 17 of 22 25.05 Special Certifications and Reports 25.06 Warranties and Guarantees 25.07 Shop Drawing Submittal Procedures 25.08 Sample and Mockup Submittal Procedures 25.09 Requests for Deviation 25.10 Designer Responsibilities A. Shop Drawings will be received by the Designer. Designer will log the documents and review per this Article for general conformance with the Contract Documents. 1. Designer's review and approval will be only to determine if the products described in the Shop Drawing or Sample will, after installation or incorporation into the Work, conform to the information given in the Contract Documents and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. 2. Designer's review and approval will not extend to means, methods, techniques, sequences, or procedures of construction or to safety precautions or programs incident thereto. 3. Designer's review and approval of a separate item as such will not indicate approval of the assembly in which the item functions. B. Comments will be made on items called to the attention of the Designer for review and comment. Any marks made by the Designer do not constitute a blanket review of the document submittal or relieve the Contractor from responsibility for errors or deviations from the Contract requirements. 1. Designer will respond to Contractor's markups by either making markups directly in the Shop Drawings file using the color green or by attaching a Document Review Comments form with review comments. 2. Shop Drawings that are reviewed will be returned with one or more of the following status designations: a. Approved: Shop Drawing is found to be acceptable as submitted. b. Approved as Noted: Shop Drawing is Approved so long as corrections or notations made by Designer are incorporated into the Show Drawing. C. Not Approved: Shop Drawing or products described are not acceptable. 3. Shop Drawing will also be designated for one of the following actions: a. Final distribution: Shop Drawing is acceptable without further action and has been filed as a record document. b. Shop Drawing not required: A Shop Drawing was not required by the Contract Documents. Resubmit the document per Article 26. EXHIBIT F Page 18 of 22 C. Cancelled: This action indicates that for some reason, the Shop Drawing is to be removed from consideration and all efforts regarding the processing of that document are to cease. d. Revise and resubmit: Shop Drawing has deviations from the Contract Documents, significant errors, or is inadequate and must be revised and resubmitted for subsequent review. e. Resubmit with corrections made: Shop Drawing is "Approved as Noted," but has significant markups. Make correction and notations to provide a revised document with markup incorporated into the original document so that no markups are required. f. Returned without review due to excessive deficiencies: Document does not meet the requirement of the Specifications for presentation or content to the point where continuing to review the document would be counterproductive to the review process or clearly does not meet the requirements of the Contract Documents. Revise the Shop Drawing to comply with the requirements of this Section and resubmit. g. Actions a through c will close out the Shop Drawing review process and no further action is required as a Shop Drawing. Actions d through f require follow up action to close out the review process. 4. Drawings with a significant or substantial number of markings by the Contractor may be marked "Approved as Noted" and "Resubmit with corrections made." These drawings are to be revised to provide a clean record of the Shop Drawing. Proceed with ordering products as the documents are revised. 5. Dimensions or other data that does not appear to conform to the Contract Documents will be marked as "At Variance With" (AVW) the Contract Documents or other information provided. The Contractor is to make revisions as appropriate to comply with the Contract Documents. C. Bring deviations to the Shop Drawings to the attention of the Designer for approval by using the Shop Drawing Deviation Request form. Use a single line for each requested deviation so the Status and Action for each deviation can be determined for that requested deviation. If approval or rejection of a requested deviation will impact other requested deviations, then all related deviations should be included in that requested deviation line so the status and action can be determined on the requested deviation as a whole. D. Requested deviations will be reviewed as possible Modification to the Contract Documents. 1. A Requested deviation will be rejected as "Not Approved" if the requested deviation is unacceptable. Contractor is to revise and resubmit the Shop Drawing with corrections for approval. 2. A Field Order will be issued by the Designer for deviations approved by the Designer if the requested deviation is acceptable and if the requested deviation will not result in a change in Contract Price or Contract Times. Requested deviations from the Contract Documents may only be approved by Field Order. 3. A requested deviation will be rejected if the requested deviation is acceptable but the requested deviation will or should result in a change in Contract Price or Contract Times. EXHIBIT F Page 19 of 22 Submit any requested deviation that requires a change in Contract Price or Contract Times as a Change Proposal for approval prior to resubmitting the Shop Drawing. E. Contractor is to resubmit the Shop Drawing until it is acceptable and marked Approved or Approved as Noted and is assigned an action per Paragraph 25.10.B that indicates that the Shop Drawing process is closed. F. Information that is submitted as a Shop Drawings that should be submitted as Record Data or other type of document, or is not required may be returned without review, or may be deleted. No further action is required and the Shop Drawing process for this document will be closed. ARTICLE 26—RECORD DATA 26.01 Work Included 26.02 Quality Assurance 26.03 Contractor's Responsibilities 26.04 Record Data Requirements 26.05 Special Certifications and Reports 26.06 Warranties and Guarantees 26.07 Record Data Submittal Procedures 26.08 Designer's Responsibilities A. Record Data will be received by the Designer, logged, and provided to Owner as the Project record. 1. Record Data may be reviewed to see that the information provided is adequate for the purpose intended. Record Data not meeting the requirements of Paragraph 26.02 may be rejected as unacceptable. 2. Record Data is not reviewed for compliance with the Contract Documents. Comments may be returned if deviations from the Contract Documents are noted during the cursory review performed to see that the information is adequate. 3. Contractor's responsibility for full compliance with the Contract Documents is not relieved by the review of Record Data. Contract modifications can only be approved by a Modification. B. Designer may take the following action in processing Record Data: 1. File Record Data as received if the cursory review indicates that the document meets the requirements of Paragraph 26.02. Document will be given the status of "Filed as Received" and no further action is required on that Record Data. 2. Reject the Record Data for one of the following reasons: a. The document submittal requirements of the Contract Documents indicate that the document submitted as Record Data should have been submitted as a Shop EXHIBIT F Page 20 of 22 Drawing. The Record Data will be marked "Rejected" and "Submit Shop Drawing." No further action is required on this document as Record Data and the Record Data process will be closed. Resubmit the document as a Shop Drawing per Article 25. b. The cursory review indicates that the document does not meet the requirements of Paragraph 26.02. The Record Data will be marked "Rejected" and "Revise and Resubmit." Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." When Record Data is filed, no further action is required and the Record Data process will be closed. C. The Record Data is not required by the Contract Documents nor is the Record Data applicable to the Project. The Record Data will be marked "Rejected" and "Cancel - Not Required." No further action is required and the Record Data process will be closed. C. Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." ARTICLE 27—CONSTRUCTION PROGRESS SCHEDULE ARTICLE 28—VIDEO AND PHOTOGRAPHIC DOCUMENTATION ARTICLE 29—EXECUTION AND CLOSEOUT 29.01 Substantial Completion A. Notify the Designer that the Work or a designated portion of the Work is substantially complete per the General Conditions. Include a list of the items remaining to be completed or corrected before the Project will be considered to be complete. B. OPT will visit the Site to observe the Work within a reasonable time after notification is received to determine the status of the Project. C. Designer will notify the Contractor that the Work is either substantially complete or that additional Work must be performed before the Project will be considered substantially complete. 1. Designer will notify the Contractor of items that must be completed before the Project will be considered substantially complete. 2. Correct the noted deficiencies in the Work. 3. Notify the Designer when the items of Work in the Designer's notice have been completed. 4. OPT will revisit the Site and repeat the process. 5. Designer will issue a Certificate of Substantial Completion to the Contractor when the OPT considers the Project to be substantially complete. The Certificate will include a tentative list of items to be corrected before Final Payment will be recommended. 6. Review the list and notify the Designer of any objections to items on the list within 10 days after receiving the Certificate of Substantial Completion. EXHIBIT F Page 21 of 22 29.02 Final Inspections A. Notify the Designer when: 1. Work has been completed in compliance with the Contract Documents; 2. Equipment and systems have been tested per Contract Documents and are fully operational; 3. Final Operations and Maintenance Manuals have been provided to the Owner and all operator training has been completed; 4. Specified spare parts and special tools have been provided; and 5. Work is complete and ready for final inspection. B. OPT will visit the Site to determine if the Project is complete and ready for Final Payment within a reasonable time after the notice is received. C. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. D. Take immediate steps to correct Defective Work. Notify the Designer when Defective Work has corrected. OPT will visit the Site to determine if the Project is complete and the Work is acceptable. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. E. Submit the Request for Final Payment with the closeout documents described in Paragraph 29.06 if notified that the Project is complete and the Work is acceptable. ARTICLE 30—MISCELLANEOUS END OF SECTION EXHIBIT F Page 22 of 22 AIRPORT , PROGRAM • AL AL JL Funding ]JIFunding Funding Short-Range AIRPORT •- Project# Project Name Expenditures& y "ear 2 Le.r J3 TOTALS 26005 Airport Campus Project 460,000 5,040,000 5,500,000 26006 Airport Cargo and Business Park Facilities 4,000,000 4,000,000 25006 Airport Drainage Study 140,000 140,000 23121 Airport Master Plan 1,610,689 - 25003 International Drive Rehabilitation/Curbside Upgrades 750,000 6,250,000 7,000,000 22302 Terminal Bulding Rehabilitation(Phase 1&2) 18,991,901 - 23102 Terminal Bulding-TSA Equipment Relocation Phase 2 246,600 2,473,400 2,473,400 AIRPORT SHORT-RANGE CIP TOTAL: 20,849,190 3,363,400 10,710,000 5,040,000 19,113,400 EA[evenue Source AM Revenue J"Y.ar M"I TOTALS Airport Fund Reserves 3,157,620 89,000 1,085,000 1,174,000 Customer Facility Charge(CFC) - - - - Grant-Federal Aviation Administration(FAA) 17,691,570 3,274,400 5,625,000 5,040,000 13,939,400 Revenue Bonds - - 4,000,000 - 4,000,000 AIRPORT FUNDING TOTAL: 20,849,190 3,363,400 10,710,000 5,040,000 19,113,400 40 AIRPORT FISCAL YEAR 2025 CIP PROGRAM LONG-RANGE . . . . Funding . FundingFunding Funding Needed for AIRPORT LONG-RANGE CIP Ne -.-. . . d Needed for Needed for FY 2027-2033 SEQ Project Name Year 4 Year 5 Year 6 Year 7 Year 8 Year9 Year10 TOTALS LR 1 West General Aviation Apron Expansion 500,000 5,500,000 6,000,000 To extend the West GA Apron footprint to the North.Placement of reinforced concrete,aircraft tie-downs,striping,upgrade of apron lighting.The apron is essential for development&maintaining service to General Aviation.Construction will take place subject to Federal grant appropriation and funding.The project will be phased accordingly due to funding. LR 2 Aircraft Rescue Fire Fighting Building Improvements 300,000 2,500,000 2,800,000 The ARFF Building was constructed in 1995 and portions of its infracture are now nearing the end of their useful life and FAA regulations have changed. An Assessment of the facility will be performed to determine the level of refurbishment that must be done. LR 3 Runway 18-36 Rehabilitation(Mill and Overlay) 500,000 8,300,000 8,800,000 This project includes the design and pavement rehabilitation of secondary runway,includes blast pad at each end of the runway and install pavement markings. LR 4 Quick-Turn-Around(QTA)Improvements 500,000 500,000 Project will consist of replacing current car wash equipment for rental cars,which will reach useful life. The new car wash will be configured and will use different methods to be more effective,quicker,and cheaper. LR 5 Parking Lot Improvements 3,500,000 3,500,000 Project will include repair and repaving of paid parking lots,expansion of parking lot footprints and canopies,striping and landscaping,and replacement of signage,lighting and canopies. AIRPORT LONG-RANGE CIP TOTAL: 500,000 1 5,800,000 1 3,000,000 1 8,300,000 500,000 1 3,500,000 21,600,000 48 Capital Improvement Plan 2025 thnu 2027 City of Corpus Christi, Texas Project# 26005 Project Name Airport Campus Project _ Type Improvement/Additions Department Airport Useful Life 25 years Contact Director of Aviation Category Site Improvements Priority Priority Level 3 Council District 3 Status Active Description The project will consist of the construction of approximately 19,000 S.Y.using a rigid pavement section.The pavement will provide access to future hangar development and access to the airfield.The new hangar development will help generate additional revenue for the Airport and facilitate growth for Del Mar College and Texas A&M University-Corpus Christi Lone Star UAS Program. Justification The new hangar development will help generate additional revenue for the Airport.The Hangar Development Taxiway is a requirement prior to the construction of the new hangar development.Del Mar College and Texas A&M University Lone Star UAS Program both lease existing buildings at CCIA,but both expect to outgrow their facilities in the near future. Expenditures Prior Years 2025 2026 2027 Total Construction/Rehab 3,820,000 3,820,000 Testing 320,000 320,000 Design 420,000 420,000 Contingency 500,000 500,000 Eng,Admin Reimbursements 40,000 400,000 440,000 Tom 460,000 5,040,000 5,500,000 Funding Sources Prior Years 2025 2026 2027 Total Airport Fund Reserves 460,000 460,000 Grants-FAA 5,040,000 5,040,000 Total 460,000 5,040,000 5,500,000 Budget Impact/Other An assessment will be done upon completion of project to determine maintenance costs. 41 Capital Improvement Plan 2025 rhru 2027 City of Corpus Christi, Texas Project# 26006 Project Name Airport Cargo and Business Parr Facilities Type Improvement/Additions Department Airport Useful Life 35 years Contact Director of Aviation Category Building Addition Priority Priority Level 1 Council District 3 Status Active Description This project will consist of design and construction of a new Cargo Building in the Airports'Business Center. Building plans include a 20,000 SF Warehouse with 5,000 SF offices,and ground service equipment.Ancillary items include an access drive,fuel storage,vehicle access and employee parking,utilities,stormwater management,perimeter fencing,and site lighting.The design will become the Spec Model of future development. Justification The Airport is responsible for ensuring the highest and best usage of the property.The airport continues to get inquiries about aeronautical and non-aeronautical lease space availability.The FAA Grant Assurance obligations require that aeronautical facilities be used or available for use for aeronautical activities.The Airport plans to re-designate a building with direct airfield access to aeronautical use,and build additional nonaeronautical use facilities. Expenditures Prior Years 2025 2026 2027 Total Construction/Rehab 2,600,000 2,600,000 Testing 200,000 200,000 Design 400,000 400,000 Contingency 400,000 400,000 Eng,Admin Reimbursements 400,000 400,000 Total 4,000,000 4,000,000 Funding Sources Prior Years 2025 2026 2027 Total Revenue Bonds 4,000,000 4,000,000 Total 4,000,000 4,000,000 Budget Impact/Other 71 Revenue will be based on a new appraisal performed after construction. 42 Capital Improvement Plan 2025 thru 2027 City of Corpus Christi, Texas Project# 25006 Project Name Airport Drainage Study Type Planning Department Airport Useful Life 20 years Contact Director of Aviation Category Planning Studies Priority Priority Level 3 Council District 3 Status Active Description Scope of work for this task includes updating existing drainage study/plan to current conditions and creating the first two-dimensional hydraulic model for the airport property.Two-dimensional hydraulic model depicts flooding areas more accurately than traditional one-dimensional. Survey the location and dimensions of culverts,inlets,and other drainage utilities affecting the north development portion of the aiefield.This survey will rely on public LiDAR data or other surfaces of the site for drainage analysis. A two-dimensional hydraulic models can model surface water and storm sewer systems concurrently considering storage in pipes and backwater effects.In addition to creating an updated existing study/plan,the model will calibrate to match recent FEMA models/studies as part of their Flood Insurance Study completed October 13,2022. Once the existing model is calibrated to match FEMA models,a proposed two-dimensional hydraulic model will be created with proposed ,improvements and proposed land use to determine impacts to flood zones to determine mitigation,if needed. Justification The Corpus Christi International Airport property encompasses an approximate 2,696-acre(4.21-square mile)area.Original existing drainage study/plan dates to July 1996 with revisions incorporated in September 1999.The study will assist in identifying the issues and needs for the airport for the next 20 years.Formally documenting and evaluating these needs provides the airport with a roadmap for future operational and financial success. Expenditures Prior Years 2025 2026 2027 Total Professional Services 140,000 140,000 Total 140,000 140,000 Funding Sources Prior Years 2025 2026 2027 Total Airport Fund Reserves 14,000 14,000 Grants-FAA 126,000 126,000 Total 140,000 140,000 Budget Impact/Other 71 No operational impact is anticipated with this project. 43 Capital Improvement Plan 2025 rhru 2027 City of Corpus Christi, Texas e Project# 23121 Project Name Airport Master Plan Type Planning Department Airport Useful Life 5 years Contact Director of Aviation Category Planning Studies Priority Priority Level 1 `a Council District 3 Status Active Description Airport Master Plan is a comprehensive study of Corpus Christi International Airport(CCIA)and describes short-,medium-,and long-term development plans to meet future aviation demand. CCIA's Master Plan was last updated in 2007.Federal Aviation Administration encourages updating Master Plans approximately every 5 years to reflect changing conditions. Master Plan will include Airport Layout Plan(ALP)Update and Part 150 Noise Compatibility Study. Justification Master Plans are required to be eligible for federal funding from the FAA and should be updated every 20 years.The last full plan was completed in 2000 and updated in 2007. Expenditures Prior Years 2025 2026 2027 Total Professional Services 1,610,689 1,610,689 Total 1,610,689 1,610,689 Funding Sources Prior Years 2025 2026 2027 Total Airport Fund Reserves 161,069 161,069 Grants-FAA 1,449,620 1,449,620 Total 1,610,689 1,610,689 Budget Impact/Other 71 There is no projected operational impact with this project. 44 Capital Improvement Plan 2025 rhru 2027 City of Corpus Christi, Texas Project# 25003 Project Name International Dr. Rehabilitation/Curbside Upgrade Type Reconditioning-Asset Department Airport Useful Life 25 years Contact Director of Aviation Category Site Improvements Priority Priority Level 2 - Council District 3 Status Active Description _.. Project will consist of a full depth reconstruction of International Drive.Project is addressing sub-grade and base failures,resurface the existing roadway,installing curb and sidewalks and preparing utilities for future developments.The project is approximately 8,100 feet in length and will be constructed within the limits of the existing roadway.The improvements will allow for the traffic and passengers to have an easier entrance and exit from their travels. Justification The project provides asset management to landside facilities and improves infrastructure to extend useful life.Improvements can enhance customer experience with improved landscaping,sidewalks,LED lighting,and reconstructed roads. Expenditures Prior Years 2025 2026 2027 Total Construction/Rehab 6,000,000 6,000,000 Design 700,000 700,000 Eng,Admin Reimbursements 50,000 250,000 300,000 Total 750,000 6,250,000 7,000,000 Funding Sources Prior Years 2025 2026 2027 Total Airport Fund Reserves 75,000 625,000 700,000 Grants-FAA 675,000 5,625,000 6,300,000 Total 750,000 6,250,000 7,000,000 Budget Impact/Other 71 An assessment will be done upon completion of project to determine maintenance costs. 45 Capital Improvement Plan 2025 thru 2027 City of Corpus Christi, Texas Project# 22302 Project Name Terminal Building Rehabilitation (Phase 1&2) Type hnprovement/Additions Department Airport 4� Useful Life 25 years Contact Director of Aviation Category Building Rehabilitation Priority Priority Level 1 Council District 3 Status Active Description This project provides for various multi-floor terminal building improvements including:renovations to 1st and 2nd floor public restrooms in non- secured and secured areas of Terminal Building,renovations of spaces to create a Service Animal Relief Area and Nursing Room in the secured concourse area,re-covering of external roof sections,including comprehensive base flashing replacement,certification of lightning protection, added insulation and appurtenances,and clerestory stucco coating,replacement of existing exterior curtain wet glazing and window perimeter seals,replacement of building Energy Management System(EMS),replacement of existing HVAC cooling towers,replacement of fire alarm control panel that serves the entire Terminal Building,Improvement to electrical generator and switch gear that serves backup emergency power to west portion of Terminal Building,An outdoor patio area that is accessed from the terminal concourse area.In addition to multiple passenger seating options,the patio offers a pet relief area and complimentary wi-fi service is available throughout the terminal;recovering the Main Terminal PVC Roof,the white waves and half-dome to extend useful life of the decorative roofing and the Installation of five electric vehicle charging stations in each of the Covered and Short-Term parking lots. Justification Consistent with Terminal Assessment plan,SARA improvements are required in accordance with Federal Regulations 27.71,and ADA requirements.CCIA's terminal was built in the early 2000s and experiences some degree of accelerated depreciation due to the coastal environment.This critical rehabilitation project will replace aging infrastructure throughout the airport and modernize accommodations. Expenditures Prior Years 2025 2026 2027 Total Construction/Rehab 15,070,733 15,070,733 Inspection 897,067 897,067 Design 1,037,400 1,037,400 Eng,Admin Reimbursements 1,986,701 1,986,701 Total 18,991,901 18,991,901 Funding Sources Prior Years 2025 2026 2027 Total Airport Fund Reserves 2,749,951 2,749,951 Grants-FAA 16,241,950 16,241,950 Total 18,991,901 18,991,901 Budget Impact/Othea 71 An assessment will be done upon completion of project to determine maintenance costs. 46 Capital Improvement Plan 2025 thru 2027 City of Corpus Christi, Texas Project# 23102 Project name Terminal Bulding-TSA Equipment Relocation Phase 2 Type Improvement/Additions Department Airport Useful Life 25 years Contact Director of Aviation Category Site Improvements Priority Priority Level 2 Council District 3 Status Active Description Project includes removing portions of the baggage process out of the airport's passenger ticketing area and replacing the old baggage equipment to create a central baggage processing area to increase the energy efficiency of the airport.The project will modernize a pre-TSA constructed terminal space that will construct an in-line baggage system.This improvement will allow for additional space for passengers,baggage,employees and the safety and security of all at the airport.Additional funding will be secured for auxilliary projects to continue Phase 2 work,such as backup lemergency power. Justification Ultimately maximizing operational efficiencies by strategic direction toward modernizing,streamlining,and further securing the baggage ecosystem.This would allow airlines,TSA,and the airport to increase productivity of baggage handling and screening,thus reducing overall man- power and reducing cost. Expenditures Prior Years 2025 2026 2027 Total Construction/Rehab 1,929,200 1,929,200 Testing 250,000 250,000 Design 226,600 226,600 Contingency 100,000 100,000 Eng,Admin Reimbursements 20,000 194,200 214,200 Total 246,600 2,473,400 2,720,000 Funding Sources Prior Years 2025 2026 2027 Total Airport Fund Reserves 246,600 246,600 Grants-FAA 2,473,400 2,473,400 Total 246,600 2,473,400 2,720,000 Budget Impact/Other 71 An assessment will be done upon completion of project to determine maintenance costs. 47 PROJECT LOCATION V IT 1-4- CORPUS CHRISTI AIRPORTINTERNATIONAL - r. AERIAL . . NOT • SCALE Qus c EXHIBITRFQ 5888 ENGINEERING SERVICES FOR CITY COUNCIL VOA y�Pjs CORPUS INTERNATIONAL AIRPORT CITY OF CORPUS J h DEPARTMENT OF 7852 IN . 011 4d 3 . � lie ■ Alil I. n � h ` 4 - F r AL ' jil II NOT TO SCALE FFF } PROJECT CITY COUNCIL �Qus cH EXHIBIT R I ,R A R I A CITYOF CORPUSA =g rn DEPARTMENT OF ENGINEERING SERVICES * 7852 PROJECT L"DON iaas u CORPUS CHRISTI BAY 44 SCALE: N.T.S. R e 44 AGNES ST 8 abgt IY tua 1 �t AI LOCATION MAP s y NOT TO SCALE FQ— Z a W - M I� GLASSON OR r, u 1 p5 et 44 M"h. ..rs TERMINAL BUILDING AERIAL MAP p NOT TO SCALE PROJECT NO.: 25003 INTERNATIONAL DRIVE CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS REHABILI TA TION/CURBS/DE UPGRADE DEPARTMENT OF ENGINEERING SERVICES v MAP LA 4i FI f. + I�1 a w' r ;xp 4NOT i0f. i TO SCALECITY COUNCIL ••I I 1/. �Qus cH EXHIBIT DEPARTMENT OF ENGINEERING SERVICES * 7852 PROJECT L"'TION iaas u CORPUS CHRISTI BAY 44 SCALE: N.T.S. R e 44 AGNES ST g g, abgt LOCATION MAP s NOT TO SCALE 4p 0 _ l J m _ , w g' ✓fi.. I� GLASSON �R �4L m PROJECT LOCATION - TERMINAL BUILDING s " J AERIAL MAP p NOT TO SCALE PROJECT NO.: 22302 TERMINAL BUILDING REHAB/L I TA TION CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS (PHASE I & 2) DEPARTMENT OF ENGINEERING SERVICES v PROJECT L"'TION iaas u CORPUS CHRISTI BAY 44 SCALE: N.T.S. R e 44 AGNES ST g g, abgt LOCATION MAP s NOT TO SCALE 4p 0 _ l J m _ , w g' ✓fi.. I� GLASSON �R �4L 'r m PROJECT LOCATION TERMINAL BUILDING ; J AERIAL MAP p NOT TO SCALE PROJECT NO.: 23102 TERMINAL BUILDING - TSA EQUIPMENT CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS RELOCATION PHASE 2 DEPARTMENT OF ENGINEERING SERVICES v PROJECT LOCATION e xa nn q CORPUS CHRISTI BAY N SCALE: N.T.S. e q� W LOCATION MAP s NOT TO SCALE 4p 44 AGNES ST— —7- 44 F: r a j I 5. _ 4g w.L °I a,l 11 i i ;I r _ AERIAL MAP NOT TO SCALE - PROJECT NO.: 26006 AIRPORT CARGO AND CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT BUSINESS PARK FACILITIES OF ENGINEERING SERVICES �' v PROJECT L"DON r iaas . q u CORPUS CHRISTI BAY SCALE: N.T.S. e — 44 . R - �Mo LOCATION MAP s NOT TO SCALE 4 Z Z r G�ASSON DR PROJECT LOCATION t a��F s{f TERMINAL BUILDING r� III AERIAL MAP NOT TO SCALE PROJECT NO.: 26005 CITY COUNCIL EXHIBIT AIRPORT CAMPUS PROJECT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES se w O "CORPOF I AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting December 03, 2024 DATE: December 03, 2024 TO: Peter Zanoni, City Manager FROM: Sergio Villasana, Director of Finance Sergiov2@cctexas.com (361) 826-3227 Reimbursement Resolution for 2024 Bond Election Projects and for FY 2025 Capital and Operating Budget Projects. CAPTION: Consideration and approval of a resolution relating to establishing the City's intention to reimburse itself for the prior lawful expenditure of funds relating to any capital expenditures from the proceeds of one or more series of tax-exempt or taxable obligations to be issued by the city in an aggregate amount not to exceed $693,000,000 for authorized purposes, consisting of an amount not to exceed $175,000,000 for expenses related to projects approved by the voters at the 2024 bond election, and an amount not to exceed $518,000,000 for expenses related to projects approved by the city council through the adoption of the fiscal year 2024-2025 operating and capital budget; authorizing other matters incident and related thereto; and providing an effective date SUMMARY: The City of Corpus Christi is planning on awarding contracts for projects included in the voter approved 2024 Bond Election and the FY 2025 Operating and Capital Budgets prior to the issuance of general obligation bonds, revenue bonds, certificates of obligation and tax notes. This resolution is needed for the City to move forward with incurring capital costs and then reimburse itself for these costs with bond proceeds once issued. BACKGROUND AND FINDINGS: The City is planning on issuing debt to fund projects approved in the FY 2025 Capital and Operating Budget and the voter approved 2024 Bond election. The City is able to award contracts for these projects prior to the issuance of bonds in order to move forward with the projects early in the fiscal year. The City is approved to issue the following debt: General Obligation Bonds Proposition A Streets $ 89,500,000 Proposition B Parks 37,650,000 Proposition C Public Safety 45,000,000 Proposition D Cultural Facilities 2,850,000 Total General Obligations Bonds $ 175,000,000 Revenue Bonds Gas Revenue Bonds 26,933,144 Storm Water Revenue Bonds 37,874,357 Wastewater Revenue Bonds 162,203,701 Water Revenue Bonds 247,197,726 subtotal-C/P funds 474,208,928 FY 2025 utility support for street projects from GO 17,186,197 Bonds Total Utility Revenue $ Bonds 491,395,125 Certificates of Obligation Public Facilities $ 1,565,415 Public Health & Safety 2,215,000 Streets 11,500,000 Total Certificates of Obligation $ 15,280,415 Tax Notes Municipal Court-Cells/Build $ out 2,192,600 Police- 75 Marked Units 4,300,000 Fire - 3 Medic Units 685,100 Parks-Dump Truck 250,000 Steets-Developer Participation Projects 3,691,927 Total Tax Notes 11,119,627 Total Debt Issuance $ 692,795,167 For the City to be eligible for reimbursement of any expenditure incurred prior to the bond sale, the City must declare its intent to reimburse itself for payments made prior to the bonds being sold. This action must meet specific U.S. Treasury Regulations and requires approval by the City Council. ALTERNATIVES: The alternative would be to reject the reimbursement resolution, but this would prevent contracts from being awarded and delay the start of the projects until the bonds have been issued. FISCAL IMPACT: Approval of this item will allow City staff to use these funds, once appropriated, in support of the voter approved 2024 Bond election and projects included in the approved FY 2025 Capital and Operating budget prior to the bond issuance. Once the debt is issued, the cash funds will be replenished with bond proceeds. RECOMMENDATION: Staff recommends approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Resolution RESOLUTION NO. A RESOLUTION RELATING TO ESTABLISHING THE CITY'S INTENTION TO REIMBURSE ITSELF FOR THE PRIOR LAWFUL EXPENDITURE OF FUNDS RELATING TO ANY CAPITAL EXPENDITURES FROM THE PROCEEDS OF ONE OR MORE SERIES OF TAX-EXEMPT OR TAXABLE OBLIGATIONS TO BE ISSUED BY THE CITY IN AN AGGREGATE AMOUNT NOT TO EXCEED $693,000,000 FOR AUTHORIZED PURPOSES, CONSISTING OF AN AMOUNT NOT TO EXCEED $175,000,000 FOR EXPENSES RELATED TO PROJECTS APPROVED BY THE VOTERS AT THE 2024 BOND ELECTION, AND AN AMOUNT NOT TO EXCEED $518,000,000 FOR EXPENSES RELATED TO PROJECTS APPROVED BY THE CITY COUNCIL THROUGH THE ADOPTION OF THE FISCAL YEAR 2024- 2025 OPERATING AND CAPITAL BUDGET; AUTHORIZING OTHER MATTERS INCIDENT AND RELATED THERETO; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City Council (the Governing Body) of the City of Corpus Christi, Texas (the Issuer) has entered into or will enter into various contracts pertaining to the expenditure of lawfully available funds of the Issuer to finance costs associated with: (1) (a) designing, demolishing, constructing, renovating, improving, reconstructing, restructuring and extending streets, thoroughfares, and urban trails and related land and right-of-way sidewalks, streetscapes, collectors, drainage, landscape, signage, acquiring lands and rights-of-way necessary thereto or incidental therewith (but specifically excluding related City utility costs, which are the responsibility of the City's utility system), (b) designing, demolishing, constructing, renovating, improving, expanding, and equipping City parks and recreation facilities, and acquiring lands and rights-of-way necessary thereto or incidental therewith (but specifically excluding related City utility costs, which are the responsibility of the City's utility system), (c) designing, demolishing, constructing, renovating, improving, expanding, upgrading and equipping City public safety facilities, and acquiring lands and rights-of-way necessary thereto or incidental therewith (but specifically excluding related City utility costs, which are the responsibility of the City's utility system), (d) designing, demolishing, constructing, renovating, improving, expanding, upgrading and equipping City cultural facilities to benefit or promote cultural and social enrichment, and acquiring lands and rights-of-way necessary thereto or incidental therewith (but specifically excluding related City utility costs, which are the responsibility of the City's utility system), the projects enumerated in(a)through(d)being the projects approved at an election held on November 5, 2024 by the City, (e) constructing, improving, enlarging, repairing, and extending the City's combined utility system and the purchase of equipment, supplies, machinery, and other personal property relating to the System, (f) designing, demolishing, constructing, renovating, improving, reconstructing, restructuring and extending streets and thoroughfares and related land and right- of-way sidewalks, streetscapes, collectors, drainage, landscape, signage, acquiring lands and rights-of-way necessary thereto or incidental therewith, (g) constructing, acquiring, purchasing, renovating, enlarging, and improving City administrative facilities and signage, including renovations and improvements to City Hall, (h) constructing, acquiring, purchasing, renovating, enlarging, and improving City public health facilities and signage, (i) constructing, acquiring, purchasing, renovating, enlarging, and improving City public safety facilities and signage, 0) constructing, acquiring, purchasing, renovating, enlarging, and improving City solid waste 203634790.5 facilities, and (k) acquiring vehicles and equipment for authorized City purposes, including police vehicles, emergency vehicles, and a truck for the parks department (items (a) through (k), collectively, the Construction Costs); (2) the payment of various engineering costs, including design testing, design engineering, and construction inspection related to the Construction Costs (the Engineering Costs); (3) the payment of various architectural costs, including preparation of plans and specifications and various other plans and drawings related to the Construction Costs (the Architectural Costs); and (iv) the payment of various administrative costs, including the fees of bond counsel, financial advisor, project manager, project consultant, other professionals, and bond printer (the Administrative Costs) [the Construction Costs, the Engineering Costs, the Architectural Costs, and the Administrative Costs collectively constitute the costs of the projects that are the subject of this Resolution (the Project)]; and WHEREAS, the provisions of Section 1201.042, as amended, Texas Government Code (Section 1201.042) provide that the proceeds from the sale of obligations issued to finance the acquisition, construction, equipping, or furnishing of any project or facilities, such as the Project, may be used to reimburse the Issuer for costs attributable to such project or facilities paid or incurred before the date of issuance of such obligations; and WHEREAS, the United States Department of Treasury (the Department) released Regulation Section 1.150-2 (the Regulations) which establishes when the proceeds of obligations are spent and therefore are no longer subject to various federal income tax restrictions contained in the Internal Revenue Code of 1986, as amended (the Code); and WHEREAS, the Issuer intends to reimburse itself, within eighteen months from the later of the date of expenditure or the date the property financed is placed in service (but in no event more than three years after the original expenditures are paid), for the prior lawful capital expenditure of funds from the proceeds of one or more series of tax-exempt or taxable obligations (the Obligations)that the Issuer currently contemplates issuing obligations in the principal amount of not to exceed $693,000,000 to finance a portion of the costs of the Project; and WHEREAS, under the Regulations, to fund such reimbursement with proceeds of the Obligations, the Issuer must declare its expectation ultimately to make such reimbursement before making the expenditures; and WHEREAS, the Issuer hereby finds and determines that the reimbursement for the prior expenditure of funds of the Issuer is not inconsistent with the Issuer's budgetary and financial circumstances; and WHEREAS, the Governing Body hereby finds and determines that the adoption of this Resolution is in the best interests of the residents of the Issuer; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: SECTION 1. This Resolution is a declaration of intent to establish the Issuer's reasonable, official intent under section 1.150-2 of the Regulations and Section 1201.042 to reimburse itself from certain of the proceeds of the Obligations for any capital expenditures previously incurred (not more than 60 days prior to the date hereof) or to be incurred with respect to the Project from the Issuer's General Fund or other lawfully available funds of the Issuer. 203634790.5 SECTION 2. The Issuer intends to issue the Obligations and allocate within 30 days after the date of issuance of the Obligations the proceeds therefrom to reimburse the Issuer for prior lawful expenditures with respect to the Project in a manner to comply with the Regulations. SECTION 3. The reimbursed expenditure will be a type properly chargeable to a capital account (or would be so chargeable with a proper election) under general federal income tax principles. SECTION 4. The Issuer intends to otherwise comply, in addition to those matters addressed within this Resolution, with all the requirements contained in the Regulations. SECTION 5. This Resolution maybe relied upon by the appropriate officials at the Office of the Attorney General for the State of Texas and establishes compliance by the Issuer with the requirements of Texas law and the Regulations. SECTION 6. With respect to the proceeds of the Obligations allocated to reimburse the Issuer for prior expenditures, the Issuer shall not employ an abusive device under Treasury Regulation Section 1.148-10, including using within one year of the reimbursement allocation,the funds corresponding to the proceeds of the Obligations in a manner that results in the creation of replacement proceeds, as defined in Treasury Regulation Section 1.148-1, of the Obligations or another issue of tax-exempt obligations. SECTION 7. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the Governing Body. SECTION 8. All ordinances and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. SECTION 9. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 10. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the Governing Body hereby declares that this Resolution would have been enacted without such invalid provision. SECTION 11. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 12. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. 203634790.5 [The remainder of this page intentionally left blank] 203634790.5 PASSED,ADOPTED AND APPROVED on this the 3rd day of December,2024. CITY OF CORPUS CHRISTI,TEXAS Mayor ATTEST: City Secretary (CITY SEAL) APPROVED THIS 3rd day of December, 2024: Miles Risley, City Attorney Signature page to the Resolution S-1 Reimbursement Resolution City Council Meeting December 03, 2024 Reimbursement Resolution — The City has the ability to begin capital projects with available cash and then reimburse the cash when bonds are issued — The reimbursement resolution declares the City's intent to reimburse the expenses from bond funds and must be approved by the governing body prior to expenses being incurred — The reimbursement resolution does not commit the City to issuing the bonds and action will be brought forward for Council consideration at a future date to issue the bonds. lq�7 V-) Reimbursement Resolution Voter approved 2024 General Obligation Bonds include: General Obligation Bonds Proposition AStreets $ 89,500,000 Proposition B Parks 37,650,000 Proposition C Public Safety 45,000,000 Proposition DCultural Facilities 2,850,000 Total General Obligations Bonds $ 175,000,000 11�7 V-) Reimbursement Resolution FY 2025 Capital Budget Revenue Bonds include: Revenue Bonds Gas Revenue Bonds $ 26,933,144 Storm Water Revenue Bonds 37,874,357 Wastewater Fe\enue Bonds 162,203,701 Water Pevenue Bonds 247,197,726 subtotal-ClPfunds 474,208,928 FY2025 uti I ity support for street 17,186,197 projects from GO Bonds Total Utility Fbvenue Bonds $ 491,395,125 11�7 V-) Reimbursement Resolution FY 2025 Capital Budget Certificates of Obligation include: Certificates of Obligation Public Facilities-City Hall $ 1,565,415 Public Health &Safety-Landfill 2,215,000 Streets 11,500,000 Total Certificates of Obligation $ 15,280,415 11�7 V-) Reimbursement Resolution FY 2025 Operating Budget Tax Notes include: Tax Notes Municipal Court-Cells/Build out $ 2,192,600 Police-75 Marked Units 4,300,000 Fire-3 Medic Units 685,100 Parks-Dump Truck 250,000 Steets-Developer Participation 3,691,927 Projects Total Tax Notes $ 11,119,627 Recommendation Staff recommends approval of the reimbursement resolution Se 0 0'� U NCORPO0.1¢ AGENDA MEMORANDUM ss52 Action Item for the City Council Meeting December 3, 2024 DATE: December 3, 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 the Texas Commission on Environmental Quality for the 2024 Local Emergency Planning Committee Grant Program CAPTION: Resolution authorizing the submission of a grant application to the Texas Commission on Environmental Quality for the 2024 Local Emergency Planning Committee Grant Program in the amount of $44,965.02 for the purchase of marketing supplies, Hazmat equipment, and training for the City of Corpus Christi—Nueces County Local Emergency Planning Committee and the Corpus Christi Fire Department Hazardous Material Response Team. SUMMARY: This resolution authorizes the submission of a grant application to the Texas Commission on Environmental Quality for the 2024 Local Emergency Planning committee Grant Program in the amount of $44,965.02. If awarded, the funding will be used to purchase marketing supplies, Hazmat equipment, and training for the City of Corpus Christi—Nueces County Local Emergency Planning Committee and the Corpus Christi Fire Department Hazardous Material Response Team. BACKGROUND AND FINDINGS: The Texas Commission on Environmental Quality (TCEQ) awards funding to Local Emergency Planning Committees across the state of Texas. The funds awarded from this grant through are dependent upon the amount of fees collected by TCEQ from facilities with hazardous materials across the state. Once the fees are collected by TCEQ, they are then divided and distributed as grant funds to multiple LEPCs across the state. The Community Right to Know Act of 1986 establishes the County Local Emergency Planning Committee (LEPC) as a forum at the local level for discussions and a focus for action in matters pertaining to hazardous material planning. The Local Emergency Planning Committee (LEPC) is comprised of both the City and County governments, commercial and industrial facilities with hazardous chemicals, and residents of the City of Corpus Christi and Nueces County. 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 as well as facilities and citizenry. Additionally, 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 the county. The LEPC Program Manager also manages the repository for over 400 facilities' annual chemical inventories within the county. The LEPC works closely with the CCFD Hazmat team to coordinate facility visits, training opportunities, and provide critical information to the public. The primary mission of the LEPC is to reduce the risk of and provide emergency planning for hazardous materials releases. Per the interlocal cooperation agreement between Nueces County, 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 also the LEPC Chairman. Therefore, the LEPC department is housed within the Corpus Christi Fire Administration. The funding from this grant will purchase marketing material for the LEPC in the amount of $20,332.87. The marketing materials will the LEPC help inform residents of Nueces, Aransas, Refugio, and San Patricio counties about the Reverse Alert Notification System. Printed materials with information about the Reverse Alert Notification System will be distributed to residents in the four-county system. Additionally, local television spots will be purchased to raise awareness and prepare the community to respond to chemical emergencies. The local television spots will run for three months generating and expected to generate 1,050,000 impressions. The funding will also be used to purchase hazmat equipment and training in the amount of $24,632.15 for the Corpus Christi Fire Department's Hazmat Team. The hazmat equipment that will be purchased will be one new liquified petroleum gas (LPG)/propane response flaring kit and five replacement chlorine sensors. The LPG/propane response flaring kit allows for controlled combustion of excess propane vapor from a tank or container while effectively reducing pressure within the tank or container by burning off the gas through a specialized burner. The training that will be purchased will be for Advanced Propane Response Training for use of the new LPG/propane response flaring kit. The Advanced Propane Response Training will be given to all fire personnel located at CCFD's two hazmat response stations (Fire Station 1 and Fire Station 5). The hazmat equipment and training will allow CCFD to respond more effectively to hazmat events which will increase safety for firefighters and members of the public. The City has received funds from this grant in three previous years (2017, 2019, and 2023). Last year, the City received $8,843.58 from this grant. No City cash match will be required if the grant funds are awarded. ALTERNATIVES: The alternative is not to submit the application and find other funding sources for the purchase of marketing supplies, Hazmat equipment, and training. However, these funds were not budgeted as part of the FY 2025 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 Local Emergency Planning committee Grant Program in the amount of$44,965.02, as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Resolution authorizing the submission of a grant application to the Texas Commission on Environmental Quality for the 2024-2025 Local Emergency Planning Committee Grant Program in the amount of $44,965.02 to be used to support the City of Corpus Christi—Nueces County Local Emergency Planning Committee and the Corpus Christi Fire Department Hazardous Material Response Team in purchasing marketing supplies, Hazmat equipment, and training. 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 Texas Commission on Environmental Quality for the 2024-2025 Local Emergency Planning Committee Grant Program for a total of $44,965.02. 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 officials. The authorized officials are 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 , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary Chlorine Sensor AN JDRAE C12, 4R+ Sensm,, PIN:CO3-0978-000 Expired on: JUN 15.` .fir^ g�"�_ �.JY Y■Y■ ' ji , .t_ r �y ,rY J• y O� Vl"� � �• �� � �ld so ova H aoAPaaa,�a AGENDA MEMORANDUM xs52 Action Item for the City Council Meeting December 3, 2024 DATE: December 3, 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 CAPTION: Resolution authorizing the submission of a grant application in the amount of$10,351.65 to Flint Hills Resources for the 2024 Helping Heroes Grant Program for funding for the purchase of seven replacement hazardous gas detection sensors for the Corpus Christi Fire Department. SUMMARY: This resolution authorizes the submission of a grant application for the Flint Hills Resources 2024 Helping Heroes Grant Program in the amount of$10,351.65. If awarded, the funding will be used by the Corpus Christi Fire Department to purchase hazardous gas detection sensors. 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 starting the program in 2012, Flint Hills Resources has awarded more than $1 million to various fire departments throughout Texas. The grant will provide funding for seven replacement hazardous gas detection sensors that will enhance the Corpus Christi Fire Department's (CCFD) ability to respond to hazmat incidents. The hazardous gas sensors are replacement components for CCFD's multi-gas detection monitoring systems. The seven replacement monitors will provide additional gas detection capabilities than the current ones used by CCFD. Specifically, the seven replacement gas sensors will have the ability to detect Hydrogen Sulfide (H2S), Sulfur Dioxide (SO2), and Hydrogen Cyanide (HCN). CCFD's current hazardous gas sensors cannot detect these three gases. The hazardous gas detection devices are used primarily for industrial response incidents to detect the presence and concentration of specific hazardous gases. These devices are essential for incidents involving chemical spills, gas leaks, and industrial environments where dangerous gases may be released. Additionally, they can be used after structure fires to determine whether the atmosphere is safe for firefighters to work in, ensuring that toxic gases are not present. This capability is critical for increasing both firefighter safety and CCFD's ability to protect the public more effectively. The City has received this grant each year since 2012. Last year, the City received $10,000 for this grant. Last year, CCFD used the grants funds to send CCFD personnel to ropes and boats training courses. No City cash match will be required if the grant funds are awarded. ALTERNATIVES: The alternative is not to submit the application and find other funding sources for the equipment needed by the CCFD Hazmat Team. However, these funds were not budgeted as part of the FY 2025 General Fund Budget. 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 to Flint Hills Resources for the 2024 Helping Heroes Grant Program in the amount of$10,351.65, as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Resolution authorizing the submission of a grant application to Flint Hills Resources for the 2024 Helping Heroes Grant Program in the amount of $10,351.65 to be used to support the Corpus Christi Fire Department Hazardous Material Response Team in purchasing Hazmat equipment. 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 Hill Resources for the 2024 Helping Heroes Grant Program for a total of $10,351.65. 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 officials. The authorized officials are 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 Image of Gas Sensor i se 0 0 U NCORPO0.1¢ AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting December 3, 2024 DATE: December 3, 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 the Gulf of Mexico Alliance for the Gulf Star Grant by the Corpus Christi Fire Department's Office of Emergency Management CAPTION: Resolution authorizing the submission of a grant application to the Gulf of Mexico Alliance for the 2024 Gulf Star Program Grant in the amount of$29,804.00 for 13 new L3Harris inter-operational radios and related accessories for the Corpus Christi Fire Department's Office of Emergency Management. SUMMARY: This resolution authorizes the submission of a grant application for the Gulf Star Program Grant in the amount of $29,804.00 from the 2024 Gulf of Mexico Alliance. If awarded, the funding will allow for the purchase of the purchase of 13 new L3Harris inter-operational radios and related accessories for the Corpus Christi Fire Department's Office of Emergency Management. BACKGROUND AND FINDINGS: The Gulf Star Grant is a grant opportunity through the Gulf of Mexico Alliance. The Gulf of Mexico Alliance was created in 2004 and is an American partnership network that focuses on common issues in the Gulf of Mexico region. It includes state and federal agencies, tribal governments, communities, academic organizations, businesses, and non-governmental organizations. The Gulf of Mexico Alliance's goals include providing collaboration forums, developing tools to address regional issues, enabling strategic partnerships, and tracking restoration efforts. Its mission is to enhance the environmental and economic health of the Gulf of Mexico through increased regional collaboration. The Gulf of Mexico Alliance is the Regional Ocean Partnership for the Gulf of Mexico, designated by the governors of the five Gulf state (Alabama, Florida, Louisiana, Mississippi, and Texas). Each of the five Gulf states has committed time and resources to its management, including leadership of their Priority Issue Teams. The success of the Gulf of Mexico Alliance is based not only on the dedication of the five Gulf states, but also on commitment from federal partners. In particular, the Alliance relies heavily on participation from U.S. EPA, NOAA, U.S. Fish and Wildlife Service, Gulf Coast Ecosystem and Restoration Council, U.S. Department of Treasury, and U.S. Department of Defense. The organization of the Gulf of Mexico Alliance includes a small headquarters staff and several committees, working groups, and teams dedicated to addressing the priorities issues identified by the Gulf states as those that would benefit from a regional approach. The structure of how this organization functions is as follows: GULF STATE GOVERNORS Alabama I Florida I Louisiana I Mississippi Texas ALLIANCE MANAGEMENT TEAM FEDERAL WORKGROUP a . Federal 4gemyAdviws BUSINESS ADVISORY COUNCIL ALLIANCEALLIANCE STAFF •1 • • TEAM WATER RESOURCES — HABITAT RESOURCES COASTAL COMMUNITY EDUCATION & RESILIENCE ENGAGEMENT DATA & MONITORING WILDLIFE& FISHERIES HUMAN BENEFITS OF NATURE INTEGRATED PLANNING MARINE DEBRIS The Alliance Management Team is comprised of representatives of the five Gulf state governors with federal agencies and other organizations serving in advisory capacity. The Alliance Coordination Team is comprised of representatives from each of the Priority Issue Teams, including state chairs, coordinators, and federal liaisons. Priority Issue Teams and Cross-Team Initiatives are the hallmark of the Gulf of Mexico Alliance. These state-led teams focus on well-defined issues and are key to the success. Participation in the teams are open and voluntary. Specific actions are developed and implemented by the voluntary participants of the teams. In the Governors' Action Plan IV, the Alliance is addressing these priorities: Coastal Community Resilience, Data & Monitoring, Habitat Resources, Education & Engagement, Water Resources, Human Benefits of Nature, Integrated Planning, Marine Debris, and Wildlife & Fisheries. The Federal Working Group is comprised of federal agencies working in the Gulf region that bring diverse expertise and established experience to the Alliance. The Business Advisory Council provides advice and input to the Gulf of Mexico Alliance from industries operating in and around the Gulf of Mexico region.The council includes representatives from tourism, oil and gas, manufacturing, utilities/energy, transportation, commercial and recreational fishing, seafood processing, agriculture, environmental contractors, and consultants. The Gulf Star Program Grant aims to provide funding for projects supporting healthy beaches, clean water, productive ecosystems, and thriving coastal communities. The grant also provides financial assistance for critically needed communication equipment for public safety organizations such as the Corpus Christi Fire Department's (CCFD) Office of Emergency Management. The Gulf Star Program leverages contributions from agencies and businesses, such as NOAA, U.S. Fish & Wildlife Service, HESS, CITGO, OXY, SHELL, Valero to fund projects. Gulf Star partners are the supporting members of the Gulf of Mexico Alliance's network of partnerships in a coordinated effort to address the most important issues facing the Gulf region. Grant funding comes directly from the Gulf of Mexico Alliance and is awarded by a grant agreement between the City of Corpus Christi and the Gulf of Mexico Alliance. The City of Corpus Christi will work solely with Gulf of Mexico Alliance headquarters on the agreement and payment. State and federal agencies are partners of the Gulf of Mexico Alliance and serve in volunteer and advisory roles on teams and committees but are not involved in the execution of the projects. The grant funds will be used to purchase 13 new L3Harris inter-operational radios and related accessories Office of Emergency management evacuation team. The L3Harris inter-operational radios are similar to those currently utilized by the Corpus Christi Fire Department. However, the 13 new L3Harris inter-operational radios will be used only by the Office of Emergency Management personnel and any City employees/officials that are activated to report to the City's Emergency Operations Command during an emergency incident. By purchase the 13 new L3Harris inter-operational radios, it will add redundancy to the existing communications system. In the event that cell towers are disabled during any catastrophic event and evacuations, these radios will help maintain internal City communication between CCFD leadership, Office of Emergency Management personnel, City officials, and CCFD emergency personnel. The 13 new L3Harris inter-operational radios and related accessories will be housed at CCFD's Support Services Division which is located at CCFD's warehouse. The accessories that are included with this purchase are the antenna, the main radio battery, back up batteries, chargers, and belt clips. The City has not previously applied to this grant. CCFD discovered this grant while researching new grant funding opportunities over the past several months. ALTERNATIVES: The alternative is not to submit the grant application and find other funding sources from the General Fund for the critically needed equipment for the Office of Emergency Management Evacuation Team. 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 Gulf Star Program Grant in the amount of$29,804.00 from the Gulf of Mexico Alliance, as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Resolution authorizing the submission of a grant application to the Gulf of Mexico Alliance for the Gulf Star Program Grant in the amount of$29,804.00 for 13 inter-operational radios and accessories for the Corpus Christi Office of Emergency Management. 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 Gulf of Mexico Alliance for the Gulf Star Program Grant for a total of $29,804.00. 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 MARRIS FAST. FORWARD. '� + ,44k r - XL CONNECT 45P Affordable, Flexible, Unstoppable. bus G� 0 N'aRPOAp«" AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting of December 31d, 2024 DATE: November 21, 2024 TO: Peter Zanoni, City Manager FROM: Ryan Skrobarcyzk, Director of Intergovernmental Relations ryanS5@cctexas.com 361.826.3622 Resolution Adopting the City of Corpus Christi's Federal Legislative Agenda for Federal Legislative Priorities for the 119th Congress CAPTION: Resolution Adopting the City of Corpus Christi's Federal Legislative Agenda for Federal Legislative Priorities for the 119th Congress. SUMMARY: The City Council adopts a legislative agenda each biennium before a new Congress convenes. The resolution identifies the policy and appropriations priorities of the City Council for the 119th United States Congress, which convenes on January 3, 2025. BACKGROUND AND FINDINGS: The City's general legislative policy (below) in Sections 1 and 2 are used to guide the City's consultants and the Intergovernmental Relations Department in evaluating legislative proposals not covered by the City's specific legislative policy initiatives. The City SUPPORTS legislation The City OPPOSES legislation and/or and/or administrative actions that: administrative actions that: Protect and enhance City revenues. Undermine the principle of home rule and local control by the City. Provide revenue or eliminate mandates that Results in the loss of revenue or negatively impacts reduce or eliminate costs to the City. potential revenue growth to the City. Supports local control. Diminishes the authority of cities to regulate and manage their growth and development. Page 1 of 2 Protects policies previously Nullifies or undermines the City's policies established by City leadership through contained in existing provisions of the Charter, the Charter, ordinances, resolutions, ordinances, resolutions, and master plans, unless and master plans. such changes expand the City's ability to manage its own affairs. Provides increased educational Imposes unfunded mandates that requires any opportunities and job expenditures by the City unless all costs are fully creation/retention for the citizens of reimbursed by the mandating governmental Corpus Christi and the Coastal Bend entity. region through the Port of Corpus Christi authority, public schools, community colleges and universities Section 3 of the resolution states the specific priorities grouped by subject matter of the City of Corpus Christi with support or opposition statements. Section 4 of the resolution states endorsements where the City of Corpus Christi will coordinate with local stakeholders, municipal advocacy groups, or professional associations to endorse their legislative priorities "provided they do not conflict with the City's own legislative agenda". ALTERNATIVES: The City Council may choose to: 1. Adopt the Resolution 2. Not Adopt the Resolution 3. Make Revisions To the Resolution FISCAL IMPACT: There is no fiscal impact to the city. RECOMMENDATION: Staff recommends the adoption of this resolution, which will serve as a guide for the city council, staff, and consultants on the priorities of the City of Corpus Christi in the upcoming Congress. LIST OF SUPPORTING DOCUMENTS: Council Resolution Page 2 of 2 Resolution adopting the City of Corpus Christi's Legislative Agenda for Federal Legislative Priorities for the 119t" U.S. Congress WHEREAS, the 119th United States Congress will convene on January 3, 2025 for two annual sessions; and WHEREAS, the City of Corpus Christi, its residents, businesses, industry, governments, agencies and institutions benefit significantly from federal and state government agency programs and services provided in the community and are greatly impacted by legislative activities; and WHEREAS, during every congress, thousands of bills are filed and many have the potential to either directly or indirectly impact the City of Corpus Christi (City), its programs and services, its citizens, the tax base, and community needs; and WHEREAS, The City's Intergovernmental Relations (IGR) Department is responsible for monitoring state and federal governmental activities, developing legislative priorities approved by City Council, managing the City's legislative consultants at Hance Scarborough in Washington, D.C., and coordinating legislative activities with other public and private sector entities and municipal advocacy organizations; and WHEREAS, to be successful, this ever-evolving business environment requires close contact and constant communication with legislative leadership, external legislative consultants, national and statewide municipal advocacy organizations, national and statewide partners, community leadership, and community stakeholders. WHEREAS, it is necessary to provide guidance for the City's officers and representatives in conducting the City's federal legislative efforts and relations; Now, therefore, be it resolved by the City Council of the City of Corpus Christi, Texas: SECTION 1. The City Council generally SUPPORTS federal and state legislation and/or administrative actions that: • Protects policies previously established by City leadership through Charter, ordinances, resolutions and master plans • Furthers local control; • Protect and enhance City revenues; • Provide revenue or eliminate mandates that reduce or eliminates costs to the City; and • Provides increased educational opportunities and job creation/retention for the citizens of Corpus Christi and the Coastal Bend region through the military, the Port of Corpus Christi Authority, public schools, community colleges and universities. SECTION 2. The City Council generally OPPOSES federal and state legislation and/or administrative actions that: • Nullify or undermine the City's policies contained in existing provisions of the Charter, ordinances, resolutions, and master plans, unless such changes expand the City's ability to manage its own affairs. • Diminishes the authority of cities to regulate and manage their growth and development. • Imposes unfunded mandates that requires any expenditures by the City unless all costs are fully reimbursed by the mandating governmental entity. • Undermine the principle of home rule and local control by the City, • Results in the loss of revenue or negatively impacts potential revenue growth to the City. SECTION 3. The City Council adopts the following policy issues as its federal legislative agenda for the two annual sessions of the 1181" Congress: A. FEDERAL PRIORITIES Preserve Local Decision Making Oppose pre-emption by federal agencies that nullify or undermine the policies contained in existing provisions of the Charter, ordinances, resolutions, and master plans, specifically the Federal Communications Commission's (FCC) proposed regulatory overreach on small cell telecommunication deployment and FCC's rules that significantly reduce cable franchise fees and impact Public, Educational and Government (PEG) channels. Protect existing tax-exempt status of municipal bonds and support legislation that would restore advance refunding of tax-exempt bonds. Public Safety Support funding to increase existing grant programs to local law enforcement agencies and fire departments that provide for personnel, equipment, training, or operational expenses. Support for Military Communities and Installations Protect the investment made by taxpayers over the past 80 years, support adequate funding from the U.S. Department of Defense for the vital military missions and national security value of Naval Air Station Corpus Christi (NASCC), Naval Air Station Kingsville (NASK), the Corpus Christi Army Depot (CCAD), the United States Coast Guard and all tenant commands located at NASCC, including active duty and civilian personnel, training, equipment, maintenance of aging facilities and infrastructure and new construction of necessary facilities, including a new Child Development Center and unaccompanied enlisted housing, and infrastructure to ensure force readiness. Support the elimination of the Production Tax Credit for wind farm developments within close proximity of military installations and flight training routes. Support compliance with the 50/50 rule, to be reported by installation, and other federal policies that guarantee depots, like CCAD, with adequate workload. Support the elimination of the 180-day rule, which limits the ability of CCAD from immediately hiring retiring military members. Oppose definitions or procedural changes or practices at the Department of Defense that would result in reduced workload at military depots. Support increased funding of the Defense Community Infrastructure Program (DCIP) and include flexibility in the program standards which will allow for more complex projects to be submitted. Oppose the elimination of the Office of Local Defense Community Cooperation (OLDCC), which is the only means for the Department of Defense (DoD) to directly support civilian activities that, in turn, provide direct value and savings to the warfighter by allowing DoD, to engage a more resilient and responsive supply chain and competitive defense manufacturing sector, and enhancing the lethality of our assets through joint land use planning. Environment and Utilities Prohibit redefining "Waters of the United States". Prevent the Army Corps of Engineers and the Environmental Protection Agency from expanding the definition of surface waters and wetlands that are subject to the Clean Water Act's regulatory requirements and protection. Monitor the impact of EPA's new Lead and Copper rule and PFAS rule for water utilities. Support funding and legislation that enables the city to permit, develop, and fund drought-resistant water supply sources including low-interest loans, grants, or other financing tools. Homelessness and Affordable Housing Preserving the funding levels of congregate meals and home-delivered meals. Preserving funding levels for all other aging services programs, including Senior Companion Program and the Retired Senior Volunteer Program. Support level or increased funding for the U.S. Department of Housing and Urban Development (HUD) for Community Development Block Grant, HOME Investment Partnerships Program, and Homeless Assistance programs. Support legislation and funding available for the Internal Revenue Service (IRS) Section 42 Low-Income Housing Tax Credit program allowing Corpus Christi to increase the number of units created or rehabilitated and allow for deeper income targeting. Infrastructure and Transportation Support funding for Federal Aviation Administration (FAA) programs that support Corpus Christi International Airport Improvement projects. Support federal infrastructure programs, including full funding for the Highway Trust Fund, which promotes investment in highways, rail, waterways, utilities, and technology without requiring excessive local debt and additional unfunded mandates. Increase the rate of return for Texas from the Highway Trust fund to correct the imbalance of Texas' status as the only donor state to the trust fund. Support legislation that funds and enables broadband infrastructure and universal access across the city. Education and Economic Competitiveness Support expansion of federally designated opportunity zone program and allow for local governments in economically disadvantaged areas to advocate for and participate in opportunity zone designation and development. Create a pathway for residents living within opportunity zones to have access to participate in Qualified Opportunity Zone Funds. Support the preservation of and improvements to the Historic Tax Credit (HTC) as seen in the Historic Tax Credit Growth and Opportunity Act (HTC-GO). Oppose any actions that would increase barriers to trade, such as tariffs on intermediate goods. Oppose any barriers that would prevent Coastal Bend businesses and industries from staying competitive in a global economy and result in a net loss for the economic health of our regions, state, and country. Oppose legislation that would restrict public beach access on local, state, or federal property in a manner inconsistent with the provisions of our city charter and ordinances. Disaster Assistance & Emergency Management Reform Support funding to assist local governments with recovery, mitigation, and resiliency projects following natural disasters. Support the continuation of local government ability to pass ordinances and issue orders that address needs in an emergency or disaster. Support Stafford Act reforms that would streamline disaster response timelines and clarify the act with regard to funding of projects affected by duplication of authority and/or duplication of benefits. Support legislation and funding, including grants, to develop stormwater and flood control infrastructure. Support reform and funding of the federal flood insurance program to ensure sustainability of the program and affordability for residents and businesses. SECTION 4. ENDORSEMENTS. The City Council endorses the federal legislative priorities and recommendations of affiliate professional, trade, community and services organizations in which the City, its elected officials, and/or staff in their official capacity are members of or serve on the boards of directors, when those policy recommendations are aligned with the mission of the City and are not in conflict with a specific policy adopted by the City Council. Those entities may include, but are not limited to: National League of Cities National Community Development Association National Association of Nutrition and Aging Services Alliance for Interstate 69 Texas Association of Defense Communities Army Aviation Association of America Coalition for Sustainable Flood Insurance American Planning Association United Corpus Christi Chamber of Commerce South Texas Military Task Force Visit Corpus Christi Corpus Christi Economic Development Corporation National Association of Telecommunications Officers and Advisors (NATOA) American Public Works Association SECTION 5. The Legislative Priorities remain in effect until amended by the City Council. SECTION 6. Staff is directed to distribute these State Legislative Priorities to the local legislative delegation, legislative leadership, external legislative consultants, municipal advocacy organizations, federal and state municipal partners, community leadership, and community stakeholders to solicit their advice and support. This resolution takes effect upon City Council approval on this the day of , 2024. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta Paulette Guajardo City Secretary Mayor bus G� 0 N'aRPOAp«" AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting of December 31d, 2024 DATE: November 21, 2024 TO: Peter Zanoni, City Manager FROM: Ryan Skrobarcyzk, Director of Intergovernmental Relations ryanS5@cctexas.com 361.826.3622 Resolution Adopting the City of Corpus Christi's State Legislative Agenda for the 89th Texas Legislature CAPTION: Resolution Adopting the City of Corpus Christi's State Legislative Agenda for the 89th Texas Legislature SUMMARY: The City Council adopts a legislative agenda each biennium before a new state legislative session convenes. The resolution identifies the policy and appropriations priorities of the City Council for the 89th Regular Session of the Texas Legislature, which convenes on January 14, 2025. BACKGROUND AND FINDINGS: The City's general legislative policy (below) in Sections 1 and 2 are used to guide the City's consultants and the Intergovernmental Relations Department in evaluating legislative proposals not covered by the City's specific legislative policy initiatives. The City SUPPORTS legislation The City OPPOSES legislation and/or and/or administrative actions that: administrative actions that: Protect and enhance City revenues. Undermine the principle of home rule and local control by the City. Provide revenue or eliminate mandates that Results in the loss of revenue or negatively impacts reduce or eliminate costs to the City. potential revenue growth to the City. Supports local control. Diminishes the authority of cities to regulate and manage their growth and development. Page 1 of 2 Protects policies previously Nullifies or undermines the City's policies established by City leadership through contained in existing provisions of the Charter, the Charter, ordinances, resolutions, ordinances, resolutions, and master plans, unless and master plans. such changes expand the City's ability to manage its own affairs. Provides increased educational Imposes unfunded mandates that requires any opportunities and job expenditures by the City unless all costs are fully creation/retention for the citizens of reimbursed by the mandating governmental Corpus Christi and the Coastal Bend entity. region through the Port of Corpus Christi authority, public schools, community colleges and universities Section 3 of the resolution states the specific priorities grouped by subject matter of the City of Corpus Christi with support or opposition statements. Section 4 of the resolution states endorsements where the City of Corpus Christi will coordinate with local stakeholders, municipal advocacy groups, or professional associations to endorse their legislative priorities "provided they do not conflict with the City's own legislative agenda". ALTERNATIVES: The City Council may choose to: 1. Adopt the Resolution 2. Not Adopt the Resolution 3. Make Revisions To the Resolution FISCAL IMPACT: There is no fiscal impact to the city. RECOMMENDATION: Staff recommends the adoption of this resolution, which will serve as a guide for the city council, staff, and consultants on the priorities of the City of Corpus Christi in the upcoming legislative session. LIST OF SUPPORTING DOCUMENTS: Council Resolution Page 2 of 2 Resolution Adopting the City of Corpus Christi's State Legislative Agenda for the 89t" Texas Legislature WHEREAS, the 89t" Regular Session of the Texas Legislature will convene on January 14, 2025 for 140 days; and WHEREAS, the City of Corpus Christi, its residents, businesses, industry, governments, agencies, and institutions benefit significantly from state government agency programs and services provided in the community and are significantly impacted by legislative activities; and WHEREAS, during every state legislative session and congress, thousands of bills are filed and many have the potential to either directly or indirectly impact the City of Corpus Christi (City), its programs and services, its citizens, the tax base, and community needs; and WHEREAS, The City's Intergovernmental Relations (IGR) Department is responsible for monitoring state and federal governmental activities, developing legislative priorities approved by City Council, managing the City's legislative consultants at Focused Advocacy in Austin, TX, and coordinating legislative activities with other public and private sector entities and municipal advocacy organizations; and WHEREAS, to be successful, requires close contact and constant communication with legislative leadership, external legislative consultants, statewide municipal advocacy organizations, and statewide partners, community leadership, and community stakeholders. WHEREAS, it is necessary to provide guidance for the City's officers and representatives in conducting the City's state and federal legislative efforts and relations; Now, therefore, be it resolved by the City Council of the City of Corpus Christi, Texas: SECTION 1. The City Council generally SUPPORTS state legislation and/or administrative actions that: • Protects policies previously established by City leadership through Charter, ordinances, resolutions and master plans • Furthers local control; • Protect and enhance City revenues; • Provide revenue or eliminate mandates that reduce or eliminates costs to the City; and • Provides increased educational opportunities and job creation/retention for the citizens of Corpus Christi and the Coastal Bend region through the military, the Port of Corpus Christi authority, public schools, community colleges and universities. Page 1 of 8 SECTION 2. The City Council generally OPPOSES state legislation and/or administrative actions that: • Nullify or undermine the City's policies contained in existing provisions of the Charter, ordinances, resolutions, and master plans, unless such changes expand the City's ability to manage its own affairs; • Diminishes the authority of cities to regulate and manage their growth and development; • Imposes unfunded mandates that requires any expenditures by the City unless all costs are fully reimbursed by the mandating governmental entity • Undermine the principle of home rule and local control by the City; and • Results in the loss of revenue or negatively impacts potential revenue growth to the City; SECTION 3. The City Council adopts the following policy issues as its agenda for the 89tn Regular Session and any potential Special Called Sessions of the Texas Legislature. A. STATE PRIORITIES: Preserve Local Decision-Making Supports the principles of local decision-making from residents, stakeholders and local elected officials who are most directly responsive to their neighbors. Oppose undermining the principle of home rule and local control and oppose legislation that diminishes the authority of cities to regulate and manage their growth and development. Oppose state preemption of municipal authority to protect residential neighborhoods from activities that would degrade homeowner property values, and more specifically, oppose eroding municipal authority related to development matters, including annexation, eminent domain, land use planning and zoning, building codes and inspections, and tree preservation. Opposes legislation, especially revenue caps, that undermines the authority of local elected officials to establish budgets and generate revenues through various authorized taxes, and userfees, to improve quality of life and secure the essential municipal services, personnel, facilities, and initiatives prioritized by local taxpayers. Oppose legislation that would erode the ability of a city to issue debt. Oppose legislation taking away local authority to draft bond and referendum ballot language and interjecting the State of Texas, an agency or statewide elected official into a local election process. Support increased transparency for Municipalities in the sales tax audit process that results in any type of audit adjustment or refund. Support improvements to the appraisal and appraisal appeals process to align the refund interest charged with current municipal investment returns. Page 2 of 8 Oppose state legislation that would erode the authority of a city to be adequately compensated for the use of its rights-of-way and/or erode municipal authority over the management and control of rights-of-way. Oppose legislation that would prohibit the City from using public funds to communicate with legislators or state agencies and advocate on behalf of the community through: • Participation in grassroots advocacy efforts • Membership with municipal associations • Employment of in-house intergovernmental relations staff; and • Engagement of legislative consultants. Support legislation that would allow cities to remove themselves from an Emergency Service District when the city can provide service to the area. Port of Corpus Christi Supports legislation that preserves the power of the City of Corpus Christi in appointments to the governing board of the Port of Corpus Christi. Oppose Legislation that would expand the authority of the Port of Corpus Christi beyond their role and responsibility to maintain and promote navigable commerce. Oppose legislation that would expand the unilateral economic development and real estate development authority of the Port of Corpus Christi. Public Health Support simplified reporting system and increased investment in public health IT Infrastructure needs to allow for real-time communication and disease surveillance between local health departments, point-of-care clinics, medical institutions, Emergency Medical Service providers, first responder agencies, Texas Department of State Health Services, Health and Human Services, and the Center for Disease Control and Prevention Support legislation to increase funding for public health, health care coverage, and health services access for Texans, to address chronic illnesses impacting South Texas. Protect and strengthen access to behavioral health care (mental health and substance use disorder services) to create healthier communities as well as a healthier workforce. Public Safety Support funding to increase existing police grant programs, including the Justice Programs under the Governor's office, and create new grant programs that assist law enforcement agencies with technology costs, such as body camera-associated storage costs and personnel. Support legislation that requires local governments to coordinate in delivering consistent, high-quality emergency services, such as accreditation for all local law enforcement agencies, standardized training & protocol, and establishing incident command agreements. Support funding to increase existing fire grant programs, which provide for personnel, Page 3 of 8 training, and equipment. Support for Military Community and Installations Support legislation that protects the investments made by taxpayers in facilities, equipment, infrastructure, and training of active duty and civilian personnel to fulfill the critical national security missions performed at military installations throughout Texas. Support Legislative Appropriations of at least $75 million for the Defense Economic Adjustment Assistance Grant (DEAAG) Program. Oppose legislation to offer tax exemptions for wind energy developments in close proximity to military installations. Ensure provisions from Senate Bill 277 (85th Regular Session) are included in any future economic development tax credit programs. Disaster Assistance, Emergency Management Reform, and Texas Windstorm Insurance Association (TWIA) Support funding to assist local governments with recovery, mitigation, and resiliency projects following natural disasters. Support the continuation of local government ability to pass ordinances and issue orders that address needs in an emergency or disaster. Support windstorm insurance reform that will provide affordable, equitable rates for the Texas coast, such as developing a statewide disaster insurance policy. Oppose unnecessary rate hikes from TWIA. Support the relocation of TWIA agency headquarters to a Tier I Coastal community. Environment and Utilities Support continued funding for air quality monitoring and mitigation projects to enable Corpus Christi to remain in compliance with federal Clean Air Standards. Support improvements to Texas Water Development Board Regional Water Planning process, the unified cost model, and other plan requirements. Support legislation that enables the city to permit, develop, and fund drought-resistant water supply sources including low-interest loans, grants, or other financing tools. Support legislation that protects municipal utility investments made by ratepayers for treatment plants, convenance systems, and infrastructure. Support legislation and funding that provides for the development of resilient and sustainable utility infrastructure, such as flood mitigation, LED light conversion, and trash interceptors. Support legislation and funding, including grants, to develop stormwater and flood mitigation infrastructure. Page 4 of 8 Education and Economic Competitiveness Protect all economic development tools that attract new jobs and companies to Corpus Christi, including but not limited to the Skills Development Fund, Cancer Prevention and Research Institute of Texas (CPRIT), Sales and Use Tax Exemptions, Enterprise and Tax Increment Financing Districts, industrial district agreements, Public Improvement Districts, the film incentive fund, and other statutes related to economic development. Oppose legislation that would limit the authority of Type A or Type B economic development corporations statewide. Oppose legislation limiting or eliminating the current flexibility of the Major Events Reimbursement Program as a tool for cities to attract or host major events and conventions. Support increased educational opportunities and job creation/retention for the residents of Corpus Christi and the Coastal Bend region through the Corpus Christi Regional Economic Development Corporation, Port of Corpus Christi Authority, public schools, Del Mar College (DMC), and Texas A&M University-Corpus Christi (TAMU-CC). Support funding for Texas A&M University-Corpus Christi to construct a Multipurpose Community Center to host student convocations, graduations, UIL events, athletic events, and other programming. Support legislation and funding to construct a Corpus Christi Aviation Education Campus for higher education use at Corpus Christi International Airport. Support legislation to allow for competitive procurement of the professional services provided by professional engineers and architects by home-rule municipalities. Support increasing the state's share of public education funding that would reduce the property tax burden of local taxpayers. The City supports enhanced formula and non-formula funding for Del Mar College and TAMUCC and legislation authorizing requests for capital construction assistance program (CCAP) projects and increases in the Higher Education Funds (HEF). The city supports TAMUCC's request for funding to address nursing and mental health challenges by facilitating doctorate student entry into the workforce and for research and development related to the Texas Resilience and Innovation for Ports (TRIP) initiative. Meet industry workforce needs through alignment and expansion of trade and technical skills training, assistantships, apprenticeships, internships, and work-based learning opportunities, along with funding for workforce Dual Credit programs, and Career and Technical Education (CTE) and industry-specific certifications and degrees. Infrastructure & Transportation Support legislation and funding that provides for the development of resilient and Page 5 of 8 sustainable transportation infrastructure. Support funding necessary to complete the Regional Parkway — North Padre Island, including the second island causeway. Support legislation that would enhance community safety initiatives such as Vision Zero by allowing cities more flexibility to reduce speed limits on local streets for the overall safety of all road users. Protect the local prioritization of policies and funding for improved transportation and additional transit options. Support increased funding to complete the local multi-modal transportation plans, including the proposed North Padre Island Mobility Plan Utilize new project delivery tools to allow for innovative and smart infrastructure financing and the use of innovative technologies that would not further obligate state funds. Develop transportation systems as part of an integrated, multi-modal transportation network to maximize our state's capacity to move people, goods, and services throughout the state. Support legislation and funding that implements the recommendations of the TXDOT Urban Air Mobility Advisory Committee's recommendations included in their final report dated September 2022, including recommendations for technology, airspace and infrastructure, safety and security, and commerce and community integration. Support legislation that funds and enables broadband infrastructure and universal access across the city. Tourism Support retention of full State tourism funding. Protect existing statutory authority to use the state's Project Financing Zone (PFZ) and Qualified Hotel Project (QHP) revenues and oppose any restrictions, limitations or changes which would alter the existing authority. Support positive changes to local Hotel Occupancy Tax Laws to include expansion of sporting facilities category to include additional sports activities. Oppose proposals to use local Hotel Occupancy Taxes for non-tourism purposes. Oppose legislation that would restrict public beach access on local, state, or federal property in a manner inconsistent with the provisions of our city charter and ordinances. Homelessness and Affordable Housing The City supports legislation and funding that allows for flexible and innovative solutions to create local options to increase the supply of affordable housing for low to moderate income families. Support legislation that requires city consent for a housing finance corporation to operate Page 6 of 8 within the city and prohibits housing finance corporations from taking action that would remove property from the tax rolls without the approval of the governing body of the jurisdiction in which the property is located. Support funding to create and rehabilitate units in federal housing subsidy programs and create additional housing, shelter, and service options for low-income and homeless populations, including youth who are aging out of the foster care system. SECTION 4. ENDORSEMENTS. The City of Corpus Christi will coordinate with the following local stakeholders to endorse legislative priorities to promote the overall health and prosperity of the Coastal Bend region, provided they do not conflict with the City's own legislative agenda. These entities may include, but not be limited to: United Corpus Christi Chamber of Commerce South Texas Military Task Force Corpus Christi Convention and Visitors Bureau Del Mar College Texas A&M University-Corpus Christi Corpus Christi Regional Economic Development Corporation Workforce Solutions of the Coastal Bend Coastal Bend Council of Governments The following municipal advocacy or professional associations will adopt legislative priorities, which the City of Corpus Christi may endorse during the session, provided they do not conflict with the City's own legislative agenda. These entities may include, but not be limited to: Texas Municipal League (TML) Texas Municipal Retirement System (TMRS) Texas Mayors of Military Communities (TMMC) Texas Police Chiefs Association Texas Fire Chiefs Association Texas Court Clerks Association (TCCA) Texas Municipal Courts Association Texas Association of Municipal Information Officers (TAMIO) Texas Chapter American Planning Association Texas Coalition for Affordable Power (TCAP) Transportation Advocates of Texas (TAOT) Alliance for Interstate 69 Texas Lone Star Chapter of the Solid Waste Association of North America (TXSWANA) Texas Chapter of American Shore and Beach Preservation Association (TXASBPA) Texas Society of Certified Public Accountants Government Finance Officers Association of Texas (GFOAT) Texas Chapter of the American Public Works Association SECTION 5. The Legislative Priorities remain in effect until amended by the City Council. SECTION 6. Staff is directed to distribute these State Legislative Priorities to the local Page 7 of 8 legislative delegation, legislative leadership, external legislative consultants, municipal advocacy organizations, federal and state municipal partners, community leadership, and community stakeholders to solicit their advice and support. This resolution takes effect upon City Council approval on this the day of , 2024. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta Paulette Guajardo City Secretary Mayor Page 8 of 8 se 0 0 PH o AGENDA MEMORANDUM NCORPO0.1¢ First Reading for the City Council Meeting of December 3, 2024 ss52 Second Reading for the City Council Meeting of December 10, 2024 DATE: December 3, 2024 TO: Peter Zanoni, City Manager FROM: Dr. Fauzia Khan, Director of Public Health Fauziaka-cctexas.com 361-826-7202 Resolution authorizing third amendment to the Interlocal Cooperation Agreement with Texas A & M University-Corpus Christi (TAMUCC) for air quality monitoring service CAPTION: Resolution authorizing third amendment to the Interlocal Cooperation Agreement with Texas A & M University-Corpus Christi (TAMUCC) for air quality monitoring service to add $42,402.63. SUMMARY: The Texas Commission on Environmental Quality (TCEQ) provides annual funding to monitor air quality in Texas through the Rider 7 State and Local Air Quality Planning Program. Since September 29, 2020, the City of Corpus Christi has had an Interlocal Cooperation Agreement with Texas A&M University— Corpus Christi (TAMUCC) to perform air monitoring activities related to the Rider 7 grant under contract No. 582-20-11981.On July 12, 2024, TCEQ advised an update to the statement of work for the contract, resulting in an allocation of$42,402.63 to Task 3 for vehicle purchases. These funds are from the 2022/2023 contract year, which TCEQ approved to roll over to the current contract. The changes to the contract were conducted in cooperation with TCEQ who approved of the language. Consequently, an update to the interlocal agreement is required to reflect the new statement of work and financial allocations. BACKGROUND AND FINDINGS: The City of Corpus Christi established an interlocal agreement with the Department of Physical and Environmental Sciences at TAMUCC to handle air quality monitoring. According to Section 15(c) of the agreement, any amendments increasing or decreasing the City's payment to TAMUCC by more than $25,000 must receive City Council approval. The proposed amendment includes a reallocation of$42,402.63 from the prior contract year, which necessitates Council authorization. ALTERNATIVES: Although not recommended, Decline the amendment which would prevent TAMUCC from purchasing a vehicle to assist in the Air Quality monitoring. FISCAL IMPACT: No fiscal impact currently. Amendment is in line with the updated statement of work for TCEQ Contract No. 582-20-1198. The total amount to be added to existing contract is $42,402.63. FUNDING DETAIL: Fund: 1066 Health Grants Organization/Activity: 89 Grants & Capital Project Funds / 832001S Department#: 15 Project # (CIP Only): Account: RECOMMENDATION: Staff recommends approval of this ordinance authorizing an amendment to the interlocal cooperation agreement with Texas A & M University-Corpus Christi (TAMUCC). LIST OF SUPPORTING DOCUMENTS: Resolution Interlocal Cooperation Agreement Amendment No. 3 Resolution authorizing a third amendment to the Interlocal Cooperation Agreement with Texas A&M University-Corpus Christi (TAMUCC) for air quality monitoring service to add $42,402.63 with funding available from the Health Grants Fund. WHEREAS, the City entered into a State Funded Grant Agreement ("Grant"), Contract No. 582-20-11981 with the TCEQ for air quality planning activities in areas considered to be near non-attainment for the ozone standard under the Federal Clean Air Act Amendments of 1990; and WHEREAS, the City entered into an Interlocal Cooperation Agreement with Texas A&M University-Corpus Christi (Tamu-Cc), authorized by Resolution No.032230 on September 29, 2020, with subsequent amendments authorized by the Corpus Christi City Council by Resolution No.032672 and Ordinance No.033327. 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 amend an Interlocal Cooperation Agreement Texas A&M University-Corpus Christi to increase the reimbursement by $42,402.63 for air quality monitoring service, with funding available in the No.1066 Health Grant Fund. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary AMENDMENT NO. 3 TO THE TEXAS A & M UNIVERSITY - CORPUS CHRISTI AND THE CITY OF CORPUS CHRISTI This amends the lnterlocal Cooperation Agreement between the CITY OF CORPUS CHRISTI (City) and the TEXAS A&M UNIVERSITY - CORPUS CHRISTI (TAMU-CC) , authorized by the Corpus Christi City Council by Resolution No.032230 on September 29, 2020 ("the Agreement") , incorporated by reference and attached. WHEREAS the parties desire to amend the Agreement under authority of Section 15, which provides that the representatives who were authorized to sign this agreement are authorized to execute minor amendments to this agreement, such as changes in deadlines and minor changes in budget and scope of work; NOW, THEREFORE, the parties hereto agree to amend the Agreement as follows: 1 . AMENDMENT TO SECTION 2. Section 2 of the Agreement is amended as follows: 2.STATEMENT OF WORK. The Work Plan is amended to remove the additional Tasks to the Statement of Work from Amendment 2 and replace them with the additional Tasks to the Statement of Work as outlined in Exhibit A. 2 . AMENDMENT TO SECTION 5. Section 5 of the Agreement is amended as follows: 5.PRICE AND PAYMENT. As compensation for the performance of the agreement, the City agrees to reimburse TAMU-CC up to $995,420.93 for expenses authorized under the Grant. a. This agreement is funded exclusively from funds made available to the City by the Grant. The City's obligation is limited by the provisions of the Grant. The City is not liable to make payment to TAMU-CC, if funding is not available from TCEQ through the Grant. Payments may not exceed $995, 420. 93 for expenses authorized under the Grant. e. Invoices for compensation shall be submitted to the following: Page 1 of 12 City of Corpus Christi Attn: Joel Skidmore 1702 Horne Road Corpus Christi, TX 78416 361-826-1564 joels4@cctexas.com CC: RoseB2@cctexas.com 3 . MAXIMUM AUTHORIZED REIMBURSEMENT. The City agrees to increase the Maximum Authorized Reimbursement shown on the Contract Signature Page by an additional $42, 402. 63 The original Maximum Authorized Reimbursement, the amount of the increase, and the amended Maximum Authorized Reimbursement are as follows: Original Maximum Authorized Reimbursement $150, 499.58 Amendment #1 $420, 727.72 Amendment #2 $381,791.00 Amendment #3 ($42, 402. 63. Does not include $42, 402. 63 $11, 649.21 past due from Task 3 included in Amendment 1) Revised Maximum Authorized Reimbursement $995, 420. 93 All other terms and conditions of the Agreement remain unchanged. IN WITNESS WHEREOF, the parties have caused this agreement to be executed by their authorized representative. TEXAS A&M UNIVERSITY- CORPUS CHRISTI BY: Kimberly Hawkenson, CRA, Director Office of Sponsored Research Administration CITY OF CORPUS CHRISTI BY: Sony Peronel Assistant City Manager Page 2 of 12 ATTEST BY: Rebeccas Huerta City Secretary APPROVED AS TO LEGAL FORM: Buck Brice Deputy City Attorney Page 3 of 12 EXHIBIT A ADDITIONAL STATEMENT OF WORK GRANT ACTIVITIES The Performing Party will implement all grant activities in order to monitor ozone and inventorying emissions, as required in Rider 7, Texas Commission on Environmental Quality, Article VI of the General Appropriations Act of the 861h Legislature. Task 1 (Monitoring of Pollution Levels) 1.1: A Category III QAPP for the Ambient Air Quality Monitoring Activities Deliverable 1.1:A Category III QAPP for the Ambient Air Quality Monitoring Activities delivered to the TCEQ in Microsoft Office Word Deliverable Date 1.1: Draft QAPP within 30 calendar days after Task 1.2 is approved. The QAPP must be accepted by the TCEQ prior to the start of technical activities. Deliverable Cost 1.1: Included in personnel costs. Task 1.2: Ambient Air Monitoring Network Project Task 1.2 will be to continue to monitor ambient ozone concentrations at the five city air monitoring sites. Relative humidity, temperature, and wind speed/direction will also be measured at each site and NO. concentrations will be measured at all three current sites. This includes increasing the spatial resolution of NO. measurements with the purchase and deployment of (2) additional NO. analyzers. The monthly data will be available to the public by hosting summary data figures on the Coastal Bend Air Quality Partnership's website (cbairquality.org). This task will directly support air monitoring requirements outlined in the State Implementation Plan (SIP) and demonstrate NAAQS compliance. For instance, CAIR SIP consists of reducing NO.emissions and the reduction evaluation depends on NO,, monitoring. Up until our recent monitoring efforts, NO. monitors were not present in the region. NO.and VOCs are primary ozone precursors but the relationship between these precursors and ozone formation is not linear. Despite these direct impacts on ozone formation, the Corpus Christi airshed did not have a NOX monitoring station until we developed one this year. It does however have five centrally located VOC monitoring stations(1 AutoGC, 1 TNMOC,4 canister).Depending on atmospheric conditions,ozone formation can be almost exclusively controlled by NO.and mostly independent of VOCs. However,there are also conditions where ozone formation can increase with VOC concentrations while not increasing or even decreasing with increasing NO.. Due to this nonlinear chemistry between precursors and product, determining whether ozone formation in an air shed is "NOX or VOC limited" (i.e., sensitive to increases in NO. or VOC levels) has proven difficult. NO. data from this year's monitoring campaign, suggest the Corpus Christi airshed is NOX limited but continuous NO. monitoring is necessary to determine if the airshed is in a "NO. or VOC limited" regime. The NO.data provided by this task along with currently available VOC data will help determine if stakeholders should focus resources on future NO.or VOC controls to mitigate ozone increases. Deliverables and Dates 1.2 Deliverables 1.2 Date Ambient monitoring data collected at monitoring sites delivered to TCEQ's LEADS Continuous April 2024—Nov 2025 Re orts to the City and Data to TCEQ Monthly Apr 2024—Dec 2025 Page 4 of 12 EXHIBIT A ADDITIONAL STATEMENT OF WORK Salary and Fringe (Total $104,668, $55,750 year 1, 48,918 year 2): (PI 1 months year 1 and 1 months year 2, 1 PhD student 12 months year 1 and 9 months year 2, Undergraduate student 560 hours both years). Tuition (Total $18,190,$10,176 year 1, $8,014 year 2): Tuition for one graduate student over the 2-year period. Travel (Total $12,583): PI and student travel to sites for calibration, maintenance, data recover, passive sampler deployment and collection. Vehicle/truck rental for instrument maintenance and flux measurements. Travel to conference/meetings to disseminate Corpus air quality data/issues and be exposed to new air pollution technologies. Includes $1000 in conference fees. Maintenance Costs (Total$21,000): Replacement parts,wireless subscriptions, calibration gases, flow calibrator, shipping to manufacturer if needed. Laptop and rugged laptop ($5,500): Regular laptop for instrument calibration and reporting in lab. Rugged field laptop for field instrumentation maintenance, calibration and data collection. Outside Calibration and Audits (Total $25,000): An outside company (AECOM) will provide calibration and audit services as an additional quality control and assurance check of the monitoring equipment. This will occur quarterly. Total Direct Deliverable Costs for Task 1.2: $185,941 (Includes Salary, Fringe and Tuition Costs for personnel that also cover personnel for Tasks 1 through 4) Table l: Ambient Air Monitoring Sites to be Operated by the Performing Party Location Instrumentation Instrumentation status Holly Road site Teledyne API T400 ozone analyzer,Teledyne API N500 NOX analyzer, Working (CAMS 660) RX3004-00-01 RX3000 Cellular Data Logger with 10 Inputs,SOLAR-5W- 5W Solar Panel,S-THB-M002-Temperature/RH Smart Sensor, S-WSB-M003-Wind Speed Smart Sensor,S-WDA-M003-Wind Direction Smart Sensor Aransas Pass Teledyne API T400 ozone analyzer, Teledyne API N500 NOX analyzer, Working site RX3004-00-01 RX3000 Cellular Data Logger with 10 Inputs,SOLAR-5W- #Teledyne N500 (CAMS 659) 5W Solar Panel,S-THB-M002-Temperature/RH Smart Sensor, at company for fix S-WSB-M003-Wind Speed Smart Sensor,S-WDA-M003-Wind Direction under warranty Smart Sensor Odem site Teledyne API T400 ozone analyzer, Teledyne API N500 NOX analyzer, Working (CAMS 686) RX3004-00-01 RX3000 Cellular Data Logger with 10 Inputs,SOLAR-5W- #Teledyne N500 5W Solar Panel,S-THB-M002-Temperature/RH Smart Sensor, at company for fix S-WSB-M003-Wind Speed Smart Sensor,S-WDA-M003-Wind Direction under warranty Smart Sensor Page 5 of 12 EXHIBIT A ADDITIONAL STATEMENT OF WORK Annaville site Teledyne API T400 ozone analyzer,Ecotech NO,Sirinus analyzer,RX3004- Working 00-01 RX3000 Cellular Data Logger with 10 Inputs,SOLAR-5 W-5 W Solar Panel,S-THB-M002-Temperature/RH Smart Sensor,S-WSB-M003-Wind Speed Smart Sensor,S-WDA-M003 -Wind Direction Smart Sensor TAMUCC *Teledyne API T400 ozone analyzer,Ecotech NO,Sirinus analyzer, *Currently being campus site *RX3004-00-01 RX3000 Cellular Data Logger with 10 Inputs, *SOLAR-5W developed -5W Solar Panel, *S-THB-M002-Temperature/RH Smart Sensor,S-WSB- M003-Wind Speed Smart Sensor, *S-WDA-M003 -Wind Direction Smart Sensor Health Will be developed in task 1.3 Will be Department site developed in task 1.3 97040'0"W 97"30'0"W 97"20'0"W 970 10'a"W r CAMS 3 - CAMS i 27' 50'0"N nnaville Health TAMUCC 9w -p 2T40'0"N . . f 1 Kilometers 97"40'0"W 97°30'0"W 97°20'0"W 97-10'0"W Figure 1. Green circles are current sites and the green cirle with red dot is proposed Health Department site. For reference to other air quality sites, yellow crosses are TCEQ sites and blue triangles are low-cost citizen science sites operated by IOBCWA and CAPE. Page 6 of 12 EXHIBIT A ADDITIONAL STATEMENT OF WORK Task 1.3: Create New Air Monitoring Site at City Health Department The goal of task 1.3 will be to establish an air quality site on the grounds of the City of Corpus Christi Health Department. This will include the installation of an aluminum plate shelter and deployment of meteorological instrumentation, an ozone analyzer and a NOx analyzer. This additional monitoring site will directly support air monitoring requirements outlined in the State Implementation Plan (SIP) and demonstrate NAAQS compliance. Deliverables and Dates 1.3 Deliverables 1.3 Date Ordering of air monitoring site shelter and instrumentation March 2023 Lab quality check of instrumentation and field deployment June 2023 Aluminum plate shelter($19,900): The same Ambilab air conditioned aluminum plate enclosure installed at the other air monitoring sites. NOx analyzers (Total $20,000): Ecotech Sirinus NO,,analyzer to be deployed at new site Ozone analyzer($15,000): Teledyne API T400 Ozone analyzer to be deployed at new site. Meteorological Instrumentation ($2,500): RX3004-00-01 RX3000 Cellular Data Logger with 10 Inputs, SOLAR-5W- 5W Solar Panel, S-THB-M002-Temperature/RH Smart Sensor, S-WSB- M003 -Wind Speed Smart Sensor, S-WDA-M003 -Wind Direction Smart Sensor Total Direct Deliverable Costs for Task 1.3 ($57,400) Task 1.4. University of Houston Mobile Air Monitoring Campaign Corpus Christi Airshed A University of Houston team lead by Dr. Jimmy Flynn will perform mobile air monitoring in the Corpus Christi airshed over a four-day period in early November. The campaign will be focused on determining ozone and ozone precursor levels in areas of the airshed not currently covered by stationary monitoring with specific attention to the growing industrial footprint and shipping lanes. The mobile monitoring will tentatively cover urban areas along the full perimeter of Corpus Christi Bay (i.e. from Port Aransas moving south and looping around the bay to Aransas Pass). Specific measurements will include 03,NO,NOx,NOy, CO, S02,HCHO, CH4,unspeciated sum of reactive alkenes, bulk and specific VOCs via AROMA-VOC, 3-wavelength PM2.5 scattering and absorption, PM2.5 size distribution (0.13-2.5 µm), ceilometer,jNO2, T/P/RH/WS/WD, GPS, total sky camera. In addition, while not performing mobile measurements, stationary measurements directly adjacent to the Gulf of Mexico will allow characterization of the chemical composition of air being transported into Corpus Christi from the Gulf. The campaign will also allow for comparison to similar data provided by a previous similar air monitoring project, AQRP 20-003: Characterization of Corpus Christi and San Antonio Air Quality During the 2020 Ozone Season and the mobile monitoring done as part of 2022-2023 Rider 7 funding. The primary deliverable Page 7 of 12 EXHIBIT A ADDITIONAL STATEMENT OF WORK will be the data measured during the stationary and mobile campaigns. This additional monitoring will directly support air monitoring requirements outlined in the State Implementation Plan (SIP) and demonstrate NAAQS compliance. Deliverables and Dates 1.4 Deliverables 14 Date QAPP/Mobile campaign annin Summer 2025 Mobile/Stationary measurements Faff 2025 Data report November/December 2025 Direct Deliverable Cost 1.4 (This amended task cost will be encumbered by task 1.2 funds) The University of Houston provides mobile and stationary monitoring at —$9,000 per day or $36,000 for the full four-day campaign. Scheduled payment breakdown will be as follows: QAPP/Planning 60% Monitoring 20% Data 20% Total Direct Deliverable Costs for Task 1.4: $36,000 Deliverable Summary Task 1 Deliverables and Dates: • QAPP for Stationary Monitoring Network: April 2024 • Air Monitoring and data delivered to TCEQ: Continuous May 2024 to Nov 2025 • Develop Health Department Air Monitoring Site: June 2023 • Monthly/Final Report: First week of each month and December 2025 • QAPP for Mobile Air Monitoring Campaign: Summer 2025 • Mobile Air Monitoring Campaign: Fall 2025 • Mobile Air Monitoring Data Delivery: December 2025 Task 1 Total Direct Deliverable Cost $280,341.00 Task 2: Detailed Analysis of Ambient Monitoring Task 2 will report atmospheric conditions and chemical precursor concentrations associated with high or standard exceeding ozone measurements in the Corpus Christi airshed. Atmospheric conditions (i.e., wind direction,wind speed, relative humidity,temperature)will be obtained directly at each site while precursor data (i.e., NO. and VOC) will be obtained from the nearest monitoring site. The report will be developed through the below investigations and analyses:task will support the State Implementation Plan by demonstrating NAAQS compliance and reporting conditions that may lead to nonattainment. • Evaluate wind speeds, wind directions, relative humidity and temperature associated with background and high ozone events to determine the local conditions and sources associated with high/low ozone levels • Determine diurnal and seasonal trends associated with background and high ozone levels • Determine 24-hour air mass back trajectories using NOAA HYSPLIT software to determine source Page 8 of 12 EXHIBIT A ADDITIONAL STATEMENT OF WORK regions likely to affect local area ozone. • Perform weekday vs.weekend analysis to evaluate the potential effectiveness of reduced levels of local industrial and mobile source activity • Address additional relevant questions listed in Section 11.1.1 of EPA's ozone modeling guidance document, Guidance on the Use of Models and Other Analyses to Demonstrating Attainment ofAir Quality goals for Ozone, PM2.5, and Regional Haze. • Investigate ozone and precursor trends and determine the annual frequency of high ozone days • Create ozone isopleth (Figure 3) by plotting ozone concentrations vs. NO,,at all five sites and VOC (CAMS 1024) concentration data in order to determine NOX vs. VOC limited scenarios in the Corpus Christi airshed. 4.28 (),(ppm)=0.08 0.16 0.24 0.34 0.40 vac 8 0.24 NO ` 0.20 0.30 .1 0.20 0.28 0.32 0.36 a 0.16 Voc C- LIMITED 75 Oy 0.12 ' Z D.08 NOx 0.04 LIMITED- 0 0 0.2 0.4 0.6 0.8 1.0 1.2 1.4 1.6 1.8 2.0 VOC (pprnC) Figure 2. General isopleth depicting the relationship between ozone concentrations and its precursors, VOC, and NOX. Isopleths can be used to determine if an airshed is VOC or NOX limited in relation to potential for increased ozone levels (NRC 1991). Deliverables and Dates 2. Deliverables Task 2 Date Quarterly by the 30th of Preliminary analysis and updates with quarterly reports December, March, June, & September Final analysis report December 2025 Task 2 costs are included under Task 1. Page 9 of 12 EXHIBIT A ADDITIONAL STATEMENT OF WORK Task 3: Soil biogenic NOx flux characterization A primary purpose of Rider 7 funds is to enhance ozone precursor emission inventory accuracy. While stationary NOx sources and vehicle emissions are relatively straightforward to measure, complexity arises with sources such as biogenic emissions. SNOx, a byproduct of denitrification and nitrification in soils,is influenced by various factors such as soil moisture, soil/air temperature, soil type, and available nitrogen. This emission can spike significantly following fertilization and rain events,leading to ozone formation and exacerbating air quality challenges(Romer et al., 2018; Tong et al., 2021). Current numerical models, particularly the widely used Model of Emissions of Gases and Aerosols from Nature (MEGAN), tend to underestimate soil biogenic NOx (SNOX) emissions. For instance, Oikawa et al., 2015 found that the numerical models when compared to direct chamber flux studies can underestimate SNOX by a factor of ten. The limitations of these models underscore the need for direct flux measurements from diverse land types under varying soil temperature and moisture conditions. To address this gap in understanding, we propose a comprehensive approach in South Texas. Over the course of one year, we will conduct monthly SNO,, soil chamber flux measurements across different land use types, including crops, forested areas, flooded vegetation, urban grasses, and bare soil ground. These direct flux measurements will be accompanied by soil temperature, air temperature and soil moisture measurements to serve as valuable inputs to improve the accuracy of numerical models. Furthermore, we will leverage the National Land Cover Database to model SNOX emissions in Nueces and San Patricio Counties according to land cover type. This integrated approach aims to provide a more robust foundation for emission inventories and, consequently, enhance our ability to develop effective NOx mitigation strategies. The SIP requires areas of nonattainment to provide emission inventories, and while the region is currently in attainment,this task falls in line with these SIP requirements as a means of understanding where NOx emissions can be reduced to stay in attainment. Deliverables and Dates Task 3 Deliverables Task 3 Date Monthly.for duration Monthly soil NOx measurements one continuous year of the project Model NOx flux in airshed according to land use type In final report 12/2025 Soil moisture and temperature probes ($2000): Soil moisture and temperature are directly related to soil NOx production and must be monitored for future modeling. Chamber($10,000): Automated dynamic soil flux chamber is needed to mimic natural conditions in the field and measure soil NO,,flux Page 10 of 12 EXHIBIT A ADDITIONAL STATEMENT OF WORK Small trailer (Total $10,000): A small portable air-conditioned trailer is needed to run the real- time NOX analyzers in the field to make the flux measurements. Truck rental covered in Task 1 travel. Vehicle Purchase ($42,402.63): A vehicle dedicated to the soil biogenic field work, maintaining the stationary monitoring network and a tow vehicle for the trailer-based monitoring shelters is needed and planned. There was $58,763.84 of remaining 2022/2023 funds. An invoice for 2022/2023 grant activities was submitted by TAMUCC in January and in April 2025 totaling $11,649.21. After payment of these invoices, this leaves $47,115 remaining for the 2024/2025 grant period. The budget allocates 10% ($4,712)to the City of Corpus Christi and 90% ($42,403) to TAMUCC of the remaining for 2024/2025 funding. Several factors must be considered for the vehicle purchase under Texas Grant Management Standards (TxGMS). TAMU-CC must identify and document why this purchase is necessary, reasonable, and allocable. Specifically, it needs to be documented what work TAMU-CC is doing and how unique the vehicle is that makes it necessary.As to reasonableness,the question is whether it would be cheaper to rent the vehicle rather than purchasing through a cost analysis which shall be documented in project files.Finally, TAMUCC should be setting an estimated useful life(EUL) on the vehicle, which can be found on the Texas Comptroller's website as a resource. Once it reaches the EUL or if the vehicle is no longer needed for the grant, then T AMUCC must contact the funding source for disposition instructions. Task 3 Total Direct Deliverable Cost (including outstanding 22/23 invoices and vehicle): $76,051.84 ($22,000+$11,649.21 +$42,402.63) Task 4: Dissemination of air quality introduction material and status to city employees and community Dr. Felix and/or technicians will be available to disseminate air quality introduction material and city air quality status to city employees and community. Deliverables and Dates Task 4 Task 4 Deliverables Date Air quality presentations TBD Task 4 costs are included under personnel costs in task 1. Total Cost Breakdown TASK 1 to 4 Budget Breakdown Task 1 Budget 280,341 Task 2 Budget Included in Task 1 Task 3 Budget 76,051.84 includes past due amount of$11,649.21 Page 11 of 12 EXHIBIT A ADDITIONAL STATEMENT OF WORK included in Amendment 1 Task 4 Budget Included in Task 1 TAMUCC Indirect Cost 79,450 TAN UCC Total Budget 435,842.84 Page 12 of 12 DocuSign Envelope ID:CE30DBC3-0893-433F-A6F3-34C89C67BOE9 DocuSign Envelope ID:OB5939B9-BF6D-4C5D-9F40-4B2D5AE47E31 INTERLOCAL COOPERATION AGREEMENT BETWEEN TEXAS A & M UNIVERSITY -CORPUS CHRISTI AND THE CITY OF CORPUS CHRISTI WHEREAS, Texas A & M University - Corpus Christi ("TAMUCC") and the City of Corpus Christi ("City") are authorized by Chapter 791 of the Texas Government Code to enter into an interlocal cooperation contract (the "Agreement"); WHEREAS, TAMUCC has been a partner in the City's air quality planning activities for the Coastal Bend Region through the TAMUCC's Pollution Prevention Partnership program; WHEREAS, The City desires to continue its partnership with TAMUCC in this effort; WHEREAS, the Corpus Christi Ozone Near Nonattainment Area Research and Planning Activities includes identifying sources of emissions, the development of pollution prevention strategies for reducing emissions, other action plans for improving the Corpus Christi area air quality and maintain compliance with federal ozone standards; WHEREAS, the 86'h Texas legislature at Article VI of the General Appropriation Act ("Rider 7") made funds available to the Texas Commission on Environmental Quality ("TCEQ") to conduct air quality planning activities in areas considered to be near non-attainment; WHEREAS, The City entered into a State Funded Grant Agreement ("Grant"), Contract No. 582-20-1 1981 with the TCEQ for air quality planning activities in areas considered to be near non-attainment for the ozone standard under the Federal Clean Air Act Amendments of 1990, which activities may include without limitation identifying, inventorying, and monitoring of current pollution levels; modeling future pollution levels and the identification and quantification of potential pollution reduction through voluntary control, and which activities will be consistent with TCEQ monitoring, inventory and modeling approaches and infrastructure, and conduct air quality planning activities in the Coastal Bend Region; WHEREAS, an element of the City's proposal for the Grant was TAMUCC's proposed "Corpus Christi Ozone Near Nonattainment Area Research and Planning Activities" as a continuation of the City's Regional Air Quality Program; WHEREAS, the grant provides funding for Corpus Christi Ozone Near Nonattainment Area Research and Planning Activities and other types of air DocuSign Envelope ID:CE30DBC3-0893-433F-A6F3-34C89C67BOE9 DocuSign Envelope ID:OB5939B9-BF6D-4C5D-9F40-4B2D5AE47E31 quality planning activities and projects that the City, in cooperation with its partners, will complete by December 31, 2021 (and possibly later if the Grant is extended based on authority received from the Texas Legislature to carry forward near non-attainment contract related monies from the 2015-2016 biennium into the 2016-2017 biennium) detailed in a Work Plan approved by the TCEQ, which is attached hereto as Exhibit A and incorporated by reference as if laid out here in its entirety; WHEREAS, TAMUCC has received a copy of TCEQ Contract No. 582-20-11981, including the Work Plan, and agrees that it can perform the work in accordance with the Work Plan; and WHEREAS, the technical support contemplated by this Agreement is of mutual interests and benefit to TAMUCC and City; it will further the status the instructional and research objectives of TAMUCC, in a manner consistent with its status as an agency of the State of Texas; and it will help the City accomplish objectives of its "Ozone Advance Intergovernmental Agreement" with the United States Environmental Protection Agency ("EAP") and TCEQ; NOW, THEREFORE, the parties hereto agree as follows; 1. GRANT SUBCONTRACT. Both the City and TAMUCC acknowledge that this Agreement is a subcontract to the City's Grant from TCEQ (TCEQ Contract No. 582-20-1 1981) and that the terms and conditions of the Grant control the administration and execution of this contract. a. The TCEQ Grant No. 582-20-1 1981 is incorporated into this Agreement by reference and is available upon request. A copy of TCEQ Contract No. 582-20- 1 1981 has been provide to TAMUCC. b. In the event any provision of this Agreement conflicts with terms of the Grant, the terms of the Grant control the administration and execution of this Agreement. C. TAMUCC agrees to comply with all requirements imposed by TCEQ that are applicable to subcontractors. d. TAMUCC agrees to conduct all of its activities in compliance with the terms of the Grant, and not to take any action that would cause or contribute to the City defaulting upon the terms of the Grant. e. TAMUCC shall be responsible for the professional quality, technical accuracy, timely completion and the coordination of all services and other work furnished by TAMUCC under this Agreement. TAMUCC must perform the work in conformity with the standards and guidance documents provided by the TCEQ, the City and TCEQ may withhold reimbursement for costs of non-conforming work. DocuSign Envelope ID:CE30DBC3-0893-433F-A6F3-34C89C67BOE9 DocuSign Envelope ID:OB5939B9-BF6D-4C5D-9F40-4B2D5AE47E31 2. STATEMENT OF WORK. TAMUCC agrees to use its best efforts to execute the Work Plan document, as provided in Exhibit A, that describes down to the task level (Task 3) the projects in support of the State Implementation Plan (SIP) development process and other types of air quality planning activities and projects that the City, in cooperation with its partners, will complete by December 31, 2021 as described in the Rider 7 Funding Request work Plan for a Corpus Christi Pollution Prevention Partnership and Educational Outreach Program, Attachment B to TCEQ Contract No. 582-20-1 1981 . 3. PRINCIPAL INVESTIGATORS. The program will be supervised by Dr. J. David Felix, of the Department of University Outreach. If, for any reason, Dr. Felix is unable to continue to serve as Principal Investigator, and a successor acceptable to both TAMUCC and the City is not available, the Agreement shall be terminated as provided in paragraph 7. 4. PERIOD OF PERFORMANCE. The program shall be conducted from the execution date of the contract through December 31, 2021 . 5. PRICE AND PAYMENT. As compensation for the performance of the Agreement, the City agrees to reimburse TAMUCC up to $150,499,58 for expenses authorized under the Grant. a. This agreement is funded exclusively from funds made available to the City by the Grant. The City's obligation is limited by the provisions of the Grant. The City is not liable to make payment to TAMUCC, if funding is not available from TCEQ through the Grant. Payments may not exceed $150,499.58 from the execution of this Agreement to December 31 , 2021. b. All contractual expenditures reimbursed with funds provided under this Agreement shall meet all procurement laws and regulations applicable to TAMUCC and the Uniform Grant Management Administration and the Uniform Grants Management Standards. Note that competitive bidding will generally be required for contracts with entities other than local governments and state and federal agencies. Note also that the Common Rule of OMB Circular A-102, as adopted in the UGMS, precludes the use of the cost plus a percentage of cost of contracting. C. Any payment made by either the City or TAMUCC for any of the services provided pursuant to this Agreement shall be made out of current revenues available to such parties as required by the Interlocal Cooperation Act. All funding obligations of TAMUCC and the City under this Agreement are subject to the appropriation of funds by each entity in its annual budget. d. TAMUCC shall forward any proposed sub-agreement providing for the performance of services under this Agreement to the City prior to execution of the sub-agreement. Neither the City's nor TCEQ's failure to question a sub- DocuSign Envelope ID:CE30DBC3-0893-433F-A6F3-34C89C67BOE9 DocuSign Envelope ID:OB5939B9-BF6D-4C5D-9F40-4B2D5AE47E31 agreement nor its subsequent withdrawal of any questions raised regarding sub- agreement shall in any way imply the City's or TCEQ's approval of the sub- agreement's purpose or method of procurement of the sub-agreement. Further, the terms of this provision do not in any way restrict the City's and TCEQ's rights under this Agreement or the Grant to subsequently refuse reimbursement for expenses incurred pursuant of the sub-agreement. TAMUCC may require a bid bond to protect the local and state interests by assuring that the bidder will, upon acceptance, execute all required contractual documents within the time period specified. e. Invoices for compensation shall be submitted to the following address: City of Corpus Christi Attn: Sharon Bailey Lewis P.O. Box 9277 Corpus Christi, TX 78469-9277 6. DELIVERABLES. The deliverables required under this Agreement are specified in Exhibit A, the Work Plan. 7. TERMINATION. Performance under this Agreement may be terminated by the City upon sixty days' written notice. Performance may be terminated by TAMUCC, if circumstances beyond its control preclude continuation of the Program. Upon termination, TAMUCC will be reimbursed for costs and non- cancelable commitments incurred in the performance of the program, that are reimbursable under the Grant. However, reimbursement may not exceed the total estimated cost specified in paragraph 5. 8. INSURANCE. The City understands that TAMUCC is a Texas governmental entity subject to certain liability limitations under the law. Accordingly, the City will accept a self-insurance letter from TAMUCC for the insurance requirements under this Agreement. Before performance by any subcontractors can begin under this Agreement, TAMUCC must deliver a certificate of insurance ("COI") for the subcontractors, as proof of the required insurance coverages, to the City. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in the attached Exhibit B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 9. INTELLECTUAL PROPERTY. a. Royalties and patent fees. TAMUCC shall pay all license fees, royalties and assume all costs incident to the use or possession in performance of the Work or incorporation in Work of any Intellectual Property. DocuSign Envelope ID:CE30DBC3-0893-433F-A6F3-34C89C67BOE9 DocuSign Envelope ID. OB5939B9-BF6D-4C5D-9F40-4B2D5AE47E31 b. Disclosure of Intellectual Property Produced during the Work. TAMUCC shall promptly notify the City and TCEQ of all Intellectual Property that TAMUCC or TAMUCC's employees, subcontractors, or subcontractor's employees may produce, either solely or jointly with others during the course of Work. In addition, TAMUCC shall promptly notify the City and TCEQ of all intellectual property which TAMUCC may acquire in connection with the performance of the work. Any notification under this paragraph shall contain sufficient technical detail to convey a clear understanding of the intellectual property, and shall identify any publication, sale, public use, or impending publication. Promptly upon request TAMUCC shall supply additional information as the City and TCEQ may request. C. Failure to Protect Intellectual Property. If TAMUCC fails to protect any intellectual property produced in the course of performing the work, the City and TCEQ shall have full authority to protect, assume and retain all intellectual property rights in any and all intellectual property. d. Non-Interference with Intellectual Property Rights of City and TCEQ. TAMUCC agrees that its agents and its employees shall not in any manner use, sell, distribute, disclose or otherwise communicate any portion of intellectual property owned by or licensed to the City or TCEQ, except in the course of performing the work, unless TAMUCC has independent intellectual property rights to the intellectual property. e. Grant license. With respect to any intellectual property as is (i) incorporated in the work (other than intellectual property for which the City and TCEQ already possess equal or greater intellectual property right by virtue of this Agreement or otherwise) or (ii) produced by TAMUCC or TAMUCC's employees, subcontractors, or subcontractor's employees during the course of performing the work, TAMUCC hereby grants to the City and TCEQ (i) a nonexclusive, perpetual, irrevocable, enterprise-wide license to reproduce, publish, or otherwise use the intellectual property and associated use documentation, and (ii) a nonexclusive, perpetual irrevocable enterprise-wide license to authorize others to reproduce, publish, or otherwise use Intellectual property for the City's and TCEQ's purposes. f. Modification; Derivative Works. The City and TCEQ shall have the right at their own discretion, to independently modify any intellectual property to which license is granted for the City and TCEQ's own purposes and use, through the services of its own employees or independent contractors. The City and TCEQ shall own all intellectual property right to the modifications. TAMUCC shall not incorporate any modifications into its intellectual property for distribution to third parties unless it first obtains a license from the City or TCEQ. g. Compliance with Applicable Laws and Regulations, TAMUCC shall comply with all laws and regulations relating to intellectual property. h. Warranties relating to Intellectual Property Rights. TAMUCC represents and warrants to the City and TCEQ that TAMUCC will not infringe any intellectual DocuSign Envelope ID:CE30DBC3-0893-433F-A6F3-34C89C67BOE9 DocuSign Envelope ID:OB5939B9-BF6D-4C5D-9F40-4B2D5AE47E31 property right of any third party. TAMUCC further represents and warrants to the City and TCEQ that in the course of performing the work it will not use or possess any intellectual property owned by a third party without paying any required royalty or patent fees. TAMUCC warrants that it has full title in and ownership of intellectual property and any enhancements, updates or other modifications, or that it has full power and authority to grant all licenses granted in this Agreement, and that the licensed used by the City and TCEQ will in no way constitute an infringement or other violation of any intellectual property right of any third party. The TAMUCC warrants that it shall have, throughout any applicable license term under this Agreement, free and clear title to, or the right to possess, use, sell, transfer, assign, license, or sublicense products that are licensed or provided to the City and TCEQ by TAMUCC. Except as permitted in this Agreement and the Grant, TAMUCC shall not create or permit the creation of any lien, encumbrance, or security interest in the work or any part thereof, or any product licensed or provided to the City and TCEQ for which title has not yet passed to the City and TCEQ, without prior written consent of the City and TCEQ. TAMUCC represents and warrants to the City and TCEQ, that neither it nor any other company or individual performing work is under any obligation to assign or give to any third party any intellectual property rights granted or assigned to the City and TCEQ, or reserved by the City and TCEQ, under this Agreement and the Grant. 9. RELEASE OF INFORMATION. TAMUCC shall acknowledge the City and TCEQ, the TAMUCC investigator, the nature of the program, and the dollar value of the Agreement in TAMUCC records and reports. Any reports and other documents completed as part of this Agreement, other than documents prepared exclusively for internal organizational use by TAMUCC, shall carry the following notation on the front cover or title page. "PREPARED IN COOPERATION WITH TEXAS COMMISSION IN ENVIRONMENTAL QUALITY AND THE CITY OF CORPUS CHRISTI" 10. TITLE TO EQUIPMENT. Subject to the obligations and conditions set forth in this Agreement and the Grant, title to all equipment acquired under this Agreement shall vest, upon acquisition or construction, in TAMUCC. a. TAMUCC agrees to conduct physical property inventories, to maintain property records and necessary control procedures, and to provide adequate maintenance with respect to all equipment acquired under this Agreement. b. TAMUCC may develop and use its own property management system which must conform to all applicable State and Local laws, rules and regulations. If an adequate system for accounting for personal property owned by TAMUCC or its subcontractors is not in place or currently in use, TAMUCC shall contact the State of Texas Comptroller of Public Accounts and request the State Property Accounting User's Guide (#96-418) and the State Property Class Code List. DocuSign Envelope ID:CE30DBC3-0893-433F-A6F3-34C89C67BOE9 DocuSign Envelope ID:OB5939B9-BF6D-4C5D-9F40-4B2D5AE47E31 TAMUCC agrees to use these as guides for establishing a property management system. C. Property records must be maintained that include a description of the property, a serial number or other identification number, the source of property, who hold title, the acquisition date, and the cost of the property, percentage of federal participation in the cost of property, the location, use and condition of the property, and any ultimate disposition data including the date of disposal and sale price of the property. d. A physical inventory of all equipment acquired or replaced with funds provided under this Agreement having an initial purchase price of One Thousand Dollars ($1,000) or more, shall be conducted no less frequently than once every two years and the results of the inventories reconciles with the appropriate property records. Property control procedures utilized by TAMUCC shall include adequate safeguards to prevent loss, damage, or theft of acquired property. Any loss, damage or theft shall be investigated. TAMUCC agrees to develop and carry out a program of property maintenance as necessary to keep both originally acquired and any replaced property in good condition, and to utilize proper sales procedures to ensure the highest possible return, in the event the equipment is sold. e. Use of Equipment Acquired with Funds Provided Under this Agreement. 1) Equipment shall be used by TAMUCC or its subcontractors in the program or project for which it was acquired as long as needed, whether or not the project program continues to be supported by state funds. When no longer needed for the original program or project, the equipment may be used in other activities currently or previously supported by a federal or state agency. 2) TAMUCC or its subcontractors shall also make equipment available for use on other projects or programs currently or previously supported by the federal or state government, providing the use will not interfere with the work on the projects or program for which it was originally acquired. First preferences for other use shall be given to other programs or projects supported by the awarding agency. 3) When acquiring replacement equipment, TAMUCC or its subcontractors may use the equipment to be replaced as a trade-in or sell the property and use the proceeds to offset the cost of the replacement property, subject to the approval of the awarding agency. f. Disposition of Equipment Acquired with Funds Provided Under this Agreement. When the original or replacement equipment is no longer needed for the original project or program or for other activities currently or previously supported by a federal or state agency, disposition of the equipment may be made as follows: DocuSign Envelope ID:CE30DBC3-0893-433F-A6F3-34C89C67BOE9 DocuSign Envelope ID:OB5939B9-BF6D-4C5D-9F40-4B2D5AE47E31 1) Equipment with a current per-unit fair market value of less than $1000 may be retained, sold or otherwise disposed of with no further obligation to the TCEQ. Methods used to determine per-unit fair market value must be documented, kept on the file and made available to the TCEQ upon request. 2) Equipment with a current per-unit fair market value of $1,000 or more must be disposed of as follows: a) Prior to the termination date of this Agreement, TAMUCC and its subcontractors must notify the TCEQ. TCEQ may require TAMUCC or subcontractors to transfer title and possession to the equipment to the TCEQ or a third party named by the TCEQ or may alternatively authorize disposition by sale, transfer or in another manner. b) If, within six years of the initiation date of the Agreement, equipment is sold or transferred, TAMUCC must remit to TCEQ a share of the proceeds from the sale, provided the fair market, per-unit value of the property at the time of the sale is in excess of one thousand dollars ($1,000). The TCEQ's share of the sale proceeds shall be the same percentage as was the funding provided under this Agreement that enabled the original purchase in question. 11. NOTICES. All notices to the parties under this Agreement shall be in writing and sent to the names and address stated below. Either party to the Agreement may change the name and address by notice to the other in accordance herewith, and any change shall take effect immediately upon receipt of the notice. TAMUCC Texas A&M University - Corpus Christi 6300 Ocean Drive, NRC #2200 Corpus Christi, TX 78412 Attn: J. David Felix Ph.D. Telephone: (361) 825-4180 City of Corpus Christi City of Corpus Christi Attn: Sharon Bailey Lewis P.O. Box 9277 Corpus Christi, TX 78469 Telephone: (361) 826-4066 Fax: (361) 826-3200 DocuSign Envelope ID:CE30DBC3-0893-433F-A6F3-34C89C67BOE9 DocuSign Envelope ID:OB5939B9-BF6D-4C5D-9F40-4B2D5AE47E31 12. Export Administration. a. It is understood that TAMUCC is subject to United States laws and regulations controlling the export of technical data, computer software, laboratory prototypes and other commodities, and that its obligations under this Agreement are contingent upon compliance with applicable United States export laws and regulations. Furthermore, it is understood that the transfer of certain technical data and commodities may require a license from one or more agencies of the United States Government. b. Both TAMUCC and City hereby agree and warrant that the program and development contemplated under this Agreement, and any exchange of technical data, computer software or other commodities resulting from this Agreement, shall be conducted in full compliance with the export control laws of the United States. 13. LIABILITY. IT IS UNDERSTOOD THAT THE CITY SHALL NOT BE LIABLE FOR ANY CLAIMS AGAINST TAMUCC, ITS EMPLOYEES, OR THIRD PERSONS, OTHER THAN CITY'S EMPLOYEES, FOR DAMAGE RESULTING FROM OR ARISING OUT OF THE ACTIVITIES OF TAMUCC PERSONNEL UNDER THIS AGREEMENT, AND TAMUCC AGREES, TO THE EXTENT PERMITTED BY SECTION 49, ARTICLE III OF THE CONSTITUTION OF THE STATE OF TEXAS, TO HOLD CITY HARMLESS FROM ANY AND ALL CLAIMS. IT IS ALSO UNDERSTOOD THAT TAMUCC SHALL NOT BE HELD LIABLE FOR ANY CLAIMS AGAINST CITY'S EMPLOYEES, OF DAMAGE RESULTING FROM OR ARISING OUT OF ACTIVITIES OF THE CITY OR ITS EMPLOYEES, AND CITY AGREES, TO THE EXTENT PERMITTED BY SECTION 49, ARTICLE III OF THE CONSTITUTION OF THE STATE OF TEXAS, TO HOLD TAMUCC HARMLESS FROM ANY AND ALL CLAIMS. 14. INDEPENDENT CONTRACTOR. For the purpose of the Agreement and all services to be provided under this Agreement, the parties shall be, and shall be deemed to be, independent contractors and not agents or employees of the other party. Neither party shall have authority to make any statements, representations or commitments of my kind, or to take any action which shall be binding on the other party, except as may be explicitly provided for in this Agreement or authorized in writing. 15. AMENDMENTS AUTHORIZED. a. The representatives who were authorized to sign this Agreement are authorized to execute minor amendments to this Agreement, such as changes in deadlines and minor changes in the scope of work. b. Any amendments to this Agreement resulting from amendments to the Grant that increases the scope of work under this Agreement due to TCEQ's award of additional funding to the City as a result of the work plan prepared by TAMUCC under this Agreement must be authorized by the City Council and the funds appropriated before an amendment to this Agreement is executed. DocuSign Envelope ID:CE30DBC3-0893-433F-A6F3-34C89C67BOE9 DocuSign Envelope ID:OB5939B9-BF6D-4C5D-9F40-4B2D5AE47E31 C. Any amendments to this Agreement increasing or decreasing the amount the City is obligated to pay TAMUCC by more than $25,000 must be authorized by the City Council before an amendment to this Agreement is executed. 16. SEVERABILITY. If any of the provisions of the Agreement in the application thereof to any person or circumstance, is rendered or declared illegal for any reason, or shall be invalid or unenforceable, the remainder of the Agreement and the application of the provisions to other persons or circumstances shall not be affected thereby, but shall be enforced to the greatest extent allowed by applicable law. The City and TAMUCC agree that this Agreement shall be reformed to replace the stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. 17. DISPUTE RESOLUTION PROCESS. a. To the extent applicable, the dispute resolution procedures provided in Chapter 2260 of the Texas Government Code will be used to resolve contract claims under this contract. b. If the Chapter 2260 procedures are utilized both parties agree the TCEQ may intervene in the proceedings as an interested party. C. The Director of Procurement and Disbursements, TAMUCC, is designated as the officer designated under §2260.052, Texas Government Code, to examine claims and counterclaims, negotiate, and resolve any claims on behalf of TAMUCC. 18. VENUE. TAMUCC acknowledges and agrees that because this Agreement has been executed, and will be administered in Nueces County, Texas, the Agreement is to be performed in Nueces County. TAMUCC acknowledges an agrees that any permissible cause of action involving this Agreement will arise solely in Nueces County. If a legal action relating to this claim is permissible and there are two or more counties or proper venue under the rules of mandatory, general, or permissive venue and one of the counties is Nueces County, TAMUCC agrees to venue in Nueces County. This provision does not waive the City's sovereign immunity. 19. MISCELLANEOUS. This Agreement constitutes the entire agreement between the parties relative to the subject matter and may only be modified or amended by a written agreement signed by both parties. It shall be construed in accordance with the laws of the State of Texas. 20. AUTHORIZATION OF GOVERNING BODIES. The individuals executing this Agreement certify that this interlocal agreement has been authorized by the DocuSign Envelope ID:CE30DBC3-0893-433F-A6F3-34C89C67BOE9 DocuSign Envelope ID:OB5939B9-BF6D-4C5D-9F40-4B2D5AE47E31 Governing Body for their entity, as required by Section 791, Texas Government Code. 21. NO WAIVER OF IMMUNITY. No party hereto 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 herein. DocuSign Envelope ID:CE30DBC3-0893-433F-A6F3-34C89C67BOE9 IN WITNESS WHEREOF, the parties have caused this agreement to be executed by their authorized representative. Texas A&M University - Corpus Christi DocuSigned by: ra. R64 ra$dough May Director of Sponsored Research 9/8/2020 Date: Res.032230 Authorized By Council 09/29/2020 CITY OF CORPUS CHRISTI DocuSigned by: fZ� �DLS Kim Baker Director of Contracts and Procurement Date: 9/30/2020 ATTEST: rp DocuSigned by: H 9/30/2020 ... Rebecca Huerta Date City Secretary APPROVED AS TO LEGAL FORM: DocuSigned by: 9 wtt)- a[wV'—k4 9/8/2020 Assistant City Attorney Date DocuSign Envelope ID:CE30DBC3-0893-433F-A6F3-34C89C67BOE9 Alf TEXAS h&M UNIVERSITY cCORPUS CHRIS TI Corpus Christi Air Monitoring and Ozone Status (2020-2021) Project Coordinator J. David Felix Assistant Professor of Environmental Chemistry Center for Water Supply Studies Department of Physical and Environmental Sciences Texas A&M University—Corpus Christi 6300 Ocean Drive, Corpus Christi, TX 78412 Project Overview: The Texas Commission on Environmental Quality(TCEQ)is supporting air quality monitoring by the Performing Party,the City of Corpus Christi, as part of Rider 7 State and Local Air Quality Planning Program. The project tasks include assessing the current condition of instrumentation at four air quality monitoring sites,monitoring air quality components and generating a conceptual ozone model. Dr.J. David Felix(TAMU-CC)and his research group will be collaborating with the City of Corpus Christi to accomplish these tasks and submit air monitoring data to TCEQ.The work plan is presented below as three primary tasks: Title Start Finish Task 1 Assess current condition of air monitoring instrumentation Sept 2020 Oct 2020 Task 2 Monitor ambient air quality Sept 2020 Dec 2021 Task 3 1 Create conceptual ozone model Dec 2020 Dec 2021 Task 1: Assess condition of current air monitoring instrumentation The four proposed air monitoring sites (Figure 1) are not currently operating and the status of the instrumentation (Table 1)is unknown. Dr. Felix has been in communication with sales representatives and technicians at the associated instrument companies and has discussed troubleshooting and restart procedures for idle instrumentation. Depending on the condition of the instrumentation, replacement parts and/or new instrumentation will be ordered. Dr. Felix has received quotes from respective companies (Table 2). Total Cost for Task 1: $85,037.58 (*This cost is based on all instrumentation being replaced so this cost is extremely variable depending on instrumentation condition.) Task 1 Deliverables Date APP preparation and submission Aug/Sept 2020 Assessment of current condition of instrumentation sites Aug/Sept 2020 Order replacement parts and/or replacement instrumentation Aug/Sept 2020 Install new arts/instrumentation Sept/Oct 2020 1 August 2020 DocuSign Envelope ID:CE30DBC3-0893-433F-A6F3-34C89C67BOE9 97'30'0"W 97°20'0'°W 97°10'0"W 28°0'0"N 28°0'0"N 27°55'0"N 27'55'0"N CAMS0668 CAMS0659 + fl 27-509"N 27°50'0"N CAMS0098 27'45'0"N CAM 1 27°45'0'°N CAMS0664 CAMS0660 27'40'0"N 27'40'0"N 1 27°35'0'NJ r 27'35`0% 97'3{3'0'°W 9720'0"W 97°10'0"W Figure 1.Air monitoring sites to be maintained in the Corpus Christi urban airshed as part of this project(green circles), current operational ozone sites (yellow circles) and current operational VOC site (blue circle). Table 1.Air monitoring sites and equipment to be checked/operated. Location Instrumentation Instrumentation status Holly Road site Teledyne API 400E ozone analyzer,F460 wind sensors,Coastal Unknown (CAMS 660) environmental Atmospheric Temperature/Relative Humidity(AT/RH) sensor,Zeno 3200 datalogger,and Enfora wireless modem. Aransas Pass site Teledyne API 400E ozone analyzer,RM young wind sensors,Coastal Unknown (CAMS 659) environmental Atmospheric Temperature/Relative Humidity(AT/RH) sensor,Zeno 3200 datalogger,and Enfora wireless modem. Violet site Teledyne API 400E ozone analyzer,RM young wind sensors,Coastal Unknown (CAMS 664) environmental Atmospheric Temperature/Relative Humidity(AT/RH) sensor,Zeno 3200 datalogger,and Enfora wireless modem. Odem site Teledyne API 400E ozone analyzer,F460 wind sensors,Coastal Unknown (CAMS 686) environmental Atmospheric Temperature/Relative Humidity(AT/RH) sensor,Zeno 3200 datalogger,and Enfora wireless modem. Table 2. Costs for potential air monitoring instrumentation replacements. Quantity Company Instrument Measurement/Purpose Price 1 Teledyne Model N500 CAPS True NO,measurements $15,506.20 NO2/NOx/NO Analyzer 1 Teledyne Model T400 UV Absorption 03 Ozone measurements $9,206.20 Analyzer 1 Teledyne Model T701 Zero Air System Produces clean air for calibration $7,354.50 1 Teledyne Model T70OU Dynamic Dilution Calibrate all NO,and 03 $20,764.00 Calibrator monitors 1 Campbell Sci HygroVUE5-10-PT Relative Humidity and $315.44 Temperature measurement 1 Campbell Sci RAD06 Shield for hygrovue5 sensor $120.00 2 August 2020 DocuSign Envelope ID:CE30DBC3-0893-433F-A6F3-34C89C67BOE9 1 Campbell Sci HYGROVUEIO-10-PT Relative Humidity and $402.40 Temperature measurement 1 Campbell Sci RAD10E Shield for hygrovue10 sensor $172.80 1 Campbell Sci HMP155A-L10-PT Relative Humidity and $751.90 Temperature measurement 1 Campbell Sci RAD14 Shield for hm 155A sensor $206.40 1 Campbell Sci 03002-LIO-PT Wind Sentry Set Wind speed and direction $677.98 measurement 1 Cam bell Sci CM220 Mounting kit for 03002 or 05108 $33.60 1 Campbell Sci 05108-L 10-PT Wind Monitor- Relative Humidity and $1,347.10 HD Temperature measurement 1 Campbell Sci WINDSONIC I-L I O-PT 2-D Relative Humidity and $1,135.50 Sonic Wind Sensor Temperature measurement 1 Campbell Sci 34244 MetSENS-Series or Mounting kit for WINDSONICI- $64.32 Windsonic-Series Mountie L10-PT Task 2: Ambient Air Monitoring There are currently only two stations in the Corpus Christi airshed monitoring ozone levels (CAMS004, 0021). At these sites, recent daily data from June 2020 (Figure 2)indicates the airshed is in attainment according to the 8-hour ozone standard(70 ppb) set by the EPA but daily maximums did exceed this limit. While planned industrial and port growth in the region will be beneficial to the regional economy, it will inevitably increase ozone precursors. Therefore, it is vital to determine current ozone dynamics while Corpus Christi is within attainment to understand how increasing precursors may jeopardize this attainment status. This project will monitor ambient ozone concentrations at four additional air monitoring sites (CAMS659, 660, 664, 686). Relative humidity, temperature, and wind speed/direction will also be measured at each site and NOX concentrations will be measured at one site (CAMS660). NOX and VOCs are primary ozone precursors but the relationship between these precursors and ozone formation is not linear(Figure 3). Despite these direct impacts on ozone formation,the Corpus Christi airshed does not currently have a NOX monitoring station while it has five centrally located VOC monitoring stations (1 AutoGC, 1 TNMOC, 4 canister) (Figure 2). Depending on atmospheric conditions, ozone formation can be almost exclusively controlled by NOX and mostly independent of VOCs. However, there are also conditions where ozone formation can increase with VOC concentrations while not increasing or even decreasing with increasing NO, Due to this nonlinear chemistry between precursors and product, determining whether ozone formation in an air shed is "NOX or VOC sensitive"has proven difficult. Preliminary passive ambient NO2 measurements conducted by the Dr. Felix's group have suggested the Corpus Christi airshed is NOX sensitive but continuous NO, monitoring is necessary to determine if the airshed is in a"NOX or VOC sensitive"regime. The NOX data provided by this project along with currently available VOC data will help determine if stakeholders should focus resources on future NOX or VOC controls to mitigate ozone increases. Dr. Felix's group in collaboration with the City of Corpus Christi will maintain the monitoring sites and compile ozone, ozone precursor, and atmospheric condition data sets which will support the conceptual ozone model produced in Task 3. Total Cost for Task 2: $15,000 (gas calibrants, maintenance,parts) 3 August 2020 DocuSign Envelope ID:CE30DBC3-0893-433F-A6F3-34C89C67BOE9 90 CAM S0 D4 max 80 CAMS004 ave 70 EPA 8 hour ozone t CAMS0021 max standard - .-CAMS0021 ave 60 50 �. 40 $' 30 1r r 5 20 417 10 0 0 5 10 15 20 25 30 Day of Month June 2020 Figure 2. Current daily average and maximum ozone levels at operational Corpus Christi monitoring sites. Note daily maximums exceed the 8-hour EPA standard. Task 2 Deliverables Date Instrument maintenance and calibration Sept 2020 to Dec 2021 Quarterly data reports Quarterly by the 301n of Dec Mar June & Sept Final data report Dec 2021 Task 3: Create Conceptual Ozone Model Dr. Felix's research group will report atmospheric conditions and chemical precursor concentrations associated with high or standard exceeding ozone measurements in the Corpus Christi airshed. Atmospheric conditions (i.e. wind direction, wind speed, relative humidity, temperature)will be obtained directly at each site while precursor data (i.e. NOX and VOC)will be obtained from the nearest monitoring site. The conceptual ozone model will be developed through the following investigations and analyses: • Evaluate wind speeds, wind directions, relative humidity and temperature associated with background and high ozone events to determine the local conditions and sources associated with high/low ozone levels • Determine diurnal and seasonal trends associated with background and high ozone levels • Develop 24-hour air mass back trajectories using NOAA HYSPLTT software to 4 August 2020 DocuSign Envelope ID:CE30DBC3-0893-433F-A6F3-34C89C67BOE9 determine source regions likely to affect local area ozone. • Perform weekday vs. weekend analysis to evaluate the potential effectiveness of reduced levels of local industrial and mobile source activity • Address additional relevant questions listed in Section 11.1.1 of EPA's ozone modeling guidance document, Guidance on the Use of Models and Other Analyses to Demonstrating Attainment ofAir Quality goals for Ozone, PM2.5, and Regional Haze. • Investigate ozone and precursor trends and determine the annual frequency of high ozone days • Create ozone isopleth (Figure 3)by plotting ozone concentrations vs. available NO,, (CAMS0660) and VOC (CAMS1024) concentration data in order to determine NO,,vs. VOC limited scenarios in the Corpus Christi airshed Total Cost of Task 3: $50,462 (This is the Felix Group budget and is inherent in all tasks) Total Cost All Tasks: $150,499.58 i 01,(pprn)=Q.08 0.16 014 0.34 0.40 vac _ s O.24 NO 1 0.20 0.30 .1 0.20 0.28 0.32 0.36 a 0.10 Voc C- LIMITED 75 0' 0.12 ' Z 0,08 NQx 0.04 LIMITED- 0 0.2 0.4 M 0.8 1.0 1.2 1.4 1.6 1.8 2.0 VOC (PPMC) Figure 3. General isopleth depicting the relationship between ozone concentrations and its precursors, VOC and NO, Isopleths can be used to determine if an airshed is VOC or NO,,limited in relation to potential for increased ozone levels (NRC 1991). Task 3 Deliverables Date Quarterly by the 30th of Preliminary conceptual model updates with quarterly reports December,March,June, & September Final conceptual model with final report December 2021 5 August 2020 DocuSign Envelope ID:CE30DBC3-0893-433F-A6F3-34C89C67BOE9 Preliminary Felix Group Budget Budget Category Cost Sal /Wages $22,198 Principal Investigator 176 hours $44.31 and Graduate Assistant 1068 hours $13.26 Fringe Benefits $7,146 Travel $6,000 Supplies $2,000 Equipment Contractual Construction Other(Tuition) $9,384 Indirect Costs(10%) $3,734 Total $50,462 Budget Justification 1. Salaries,Wages and Fringe Benefits for Personnel One month of salary based on 8.33% annual effort for Dr. Felix is requested ($7,798).Dr. Felix will provide logistical support for all instrumentation assessment and air monitoring. He will also train and supervise graduate students and prepare quarterly and final reports. Graduate Research Assistant(GRA) ($14,400) support is required to cover salary for one MS student during 12 months of the project. The student will be involved in collecting,processing, and analyzing the data under the supervision of the Dr. Felix. Fringe benefits are calculated at the TAMU-CC rates of 18.2% for faculty (the PIs) and 10.7% for students (GRA and USR). Insurance benefits are calculated at the Texas A&M System rate of$746 per month for faculty (PI) and $412 per month for students (GRA). Total Salaries and Wages: $22,198 Total Fringe Benefits: $7,146 2. Domestic Travel Monitoring site and training travel ($6000): Travel funds are requested for Dr. Felix and the GRA to visit the monitoring sites for regular calibration and maintenance needs. The instrument company Teledyne offers training courses on their NOX and ozone analyzers. Travel funds are requested for the GRA to attend these training sessions to become an expert in instrumentation troubleshooting. This would ultimately save money on in-field tech support or instrument refurbishment and supply valuable training for a graduate student who will be seeking future employment in the air quality field. 3. Supplies ($2,000): Data backup and IT support. 4. Other: Graduate Student Tuition ($9,384): Funds are requested to cover tuition and fees for the GRA for two of the three semesters covering the duration of the project. 5. Indirect Costs (10%) ($3,734) Total: $50,462 6 August 2020 DocuSign Envelope ID:CE30DBC3-0893-433F-A6F3-34C89C67BOE9 Reference: National Research Council. Rethinking the Ozone Problem in Urban and Regional Air Pollution. National Academy Press, Washington, D.C., 1991. 7 August 2020 Resolution Resolution authorizing third amendment to the Interlocal Cooperation Agreement with Texas A & M University-Corpus Christi (TAMUCC) for air quality monitoring service to add $42,402.63. City Council December 3,2024 Background and Summary Nueces County Public Health District in partnership with TAMU-CC continued Air Quality Monitoring. • The Texas Commission on Environmental Quality (TCEQ) provides annual funding to monitor air quality in Texas through the Rider 7 State and Local Air Quality Planning Program • The Rider 7 program began in 1995 to support local efforts to improve air quality and attaining Federal Ozone National Ambient Air Quality Standards. • Since September 29, 2020, the City of Corpus Christi has had an Interlocal Cooperation Agreement with Texas A&M University— Corpus Christi (TAMUCC) to perform air monitoring activities related to the Rider 7 grant under contract No. 582-20-11981 City Council December 3,2024 Background and Summary • On July 12, 2024, TCEQ advised an update to the statement of work for the contract, resulting in an allocation of $42,402.63 to Task 3 to purchase a vehicle. • TAMUCC will be responsible for the procurement, maintenance and liability of the vehicle • The additional funding was allocated and approved by TCEQ from previous unspent funds to be rolled into the current contract. • According to Section 15(c) of the agreement, any amendments increasing or decreasing the City's payment to TAMUCC by more than $25,000 must receive City Council approval City Council December 3,2024 Fiscal Impact and Staff Recommendation Fiscal impact • There is no fiscal impact to general fund. The additional $42,402.63 is 100% funded by TCEQ through contract No 582-20-11981 Staff Recommends Approval City Council December 3,2024 so ova H aoAPaaa,a AGENDA MEMORANDUM xs52 Action Item for the City Council Meeting December 3, 2024 DATE: December 3, 2024 TO: Peter Zanoni, City Manager FROM: Arturo Marquez, CEcD Ms. Econ., Director of Economic Development Arturom3(ucctexas.com (361) 826-3885 Resolution approving an interlocal agreement with the Port of Corpus Christi Authority relating to Port Authority land in industrial districts CAPTION: Resolution approving an interlocal agreement with the Port of Corpus Christi Authority relating to Port of Corpus Christi Authority land in industrial districts. SUMMARY: The City is entering into new Industrial District Agreements with companies located within the City of Corpus Christi Industrial Districts for the 15-year period beginning January 1, 2025. The new Industrial District Agreement requires approval of the landowner. There are several entities with current Industrial District Agreements that are tenants of the Port of Corpus Christi Authority within Industrial District No. 1 which means that Port approval is required as the landowner. At its meeting of November 19, 2024, the Port Commission of the Port of Corpus Christi Authority reviewed and approved execution of the following documents: (1) Interlocal Agreement between Port of Corpus Christi and City of Corpus Christi relating to Land owned by Port in Industrial Districts, (2) Petition for Annexation, and (3) Agreement for Provision of Municipal Services for each Port of Corpus Christi Authority tenant who wishes to enter into an Industrial District Agreement with the City of Corpus Christi. The Interlocal Agreement provides that the Port Authority consents to inclusion of the leased land in an Industrial District Agreement when requested by its tenant and the Port agrees to execute the Petition for Annexation and Agreement for Provision of Municipal Services attached to the standard form Industrial District Agreement. The proposed Resolution authorizes the City Manager or Assistant City Manager to execute the Interlocal Agreement between Port of Corpus Christi and City of Corpus Christi relating to Land owned by Port in Industrial Districts, in substantially the form attached as Exhibit A to this Resolution, with such non-substantive changes therein as he shall approve. BACKGROUND AND FINDINGS: During the term of an Industrial District Agreement, the landowner and improvement owner make payment to the City in lieu of ad valorem taxes. Historically, the Port has given blanket consent to the inclusion of the Port's leased land in an Industrial District Agreement. The new Industrial District Agreement contains two new forms that require signature by the landowner: the Petition for Annexation and the Agreement for Municipal Services. The Port of Corpus Christi has approved a Resolution to approve the Interlocal Agreement regarding the new Industrial District Agreements when requested by Port tenants located in an Industrial District. ALTERNATIVES: To not approve the Resolution. FISCAL IMPACT: The City currently receives approximately $50,000 in annual Industrial District Agreement Payments in Lieu of Taxes from companies with improvements located on Port Authority land with the Industrial District. RECOMMENDATION: Staff recommends approval of the Resolution. LIST OF SUPPORTING DOCUMENTS: Resolution RESOLUTION APPROVING AN INTERLOCAL AGREEMENT WITH THE PORT OF CORPUS CHRISTI AUTHORITY RELATING TO PORT AUTHORITY LAND IN INDUSTRIAL DISTRICTS Whereas, the City of Corpus Christi is in the process of entering into new Industrial District Agreements with the companies located within the City of Corpus Christi Industrial Districts for the 15-year period beginning January 1, 2025; Whereas, there are several entities which are tenants of the Port of Corpus Christi Authority and are located on Port of Corpus Christi Authority land within Industrial District No. 1; Whereas, the new Industrial District Agreement requires approval of the landowner; Whereas, at its meeting of November 19, 2024, the Port Commission of the Port of Corpus Christi Authority reviewed and approved execution of the following documents: (1) Interlocal Agreement between Port of Corpus Christi and City of Corpus Christi relating to Land owned by Port in Industrial Districts, (2) Petition for Annexation, and (3) Agreement for Provision of Municipal Services for each Port of Corpus Christi Authority tenant who wishes to enter into an Industrial District Agreement with the City of Corpus Christi; Now, therefore, be it resolved by the City Council of the City of Corpus Christi, Texas that: Section 1. The City Manager or Assistant City Manager is authorized to execute the Interlocal Agreement with the Port of Corpus Christi Authority relating to Land owned by Port in Industrial Districts, in substantially the form attached as Exhibit A to this Resolution, with such non-substantive changes therein as approved by City Manager or Assistant City Manager. PASSED AND APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary EXHIBIT A Interlocal Agreement between Port of Corpus Christi and City of Corpus Christi relating to Land owned by Port in Industrial Districts THIS Interlocal Agreement("Agreement")is made effective as of November ,2024,by and between the City of Corpus Christi,Texas,a Texas home-rule municipal corporation of Nueces County, Texas, hereinafter called "City", and the Port of Corpus Christi Authority of Nueces County, Texas, a political subdivision of the State of Texas,whose boundaries are coextensive with those of Nueces and San Patricio Counties, Texas,hereinafter called"Port Authority". WHEREAS, the City has adopted reasonable measures to enhance the economic stability and growth of the City and its environs by attracting the location of new and the expansion of existing industries in the vicinity thereof, and WHEREAS,under said policy and the provisions of Texas Local Gov't Code § 42.044,the City has enacted ordinances indicating its willingness to enter into industrial district agreements with industries located within its extra territorial jurisdiction and designating the specified areas as Corpus Christi Industrial Development Areas (each such area being referred to herein as an "Industrial District" and collectively as the "Industrial Districts") in the following locations, as may be amended by ordinance: ade m ;,. 10 f, �rj � 1r�, Nll�rac��er I i r� 4 1 a tc+ --- 2 .orpus Go rpm hristi Christi ' ihr�sti Bay Vnt'V , - ,lerport 1 � WHEREAS, the City desires to encourage the updating, expansion, and growth of industries within the Industrial Districts; and WHEREAS,the Port Authority owns land within the Industrial Districts (the"Port Authority's Industrial District Land")that it leases to private companies to be used as an aid or facility incidental to or useful in the operation or development of a Port Authority port or waterway or in aid of navigation- related commerce; and C:\Users\mlerma\AppData\Local\Microsoft\Windows\INetCache\Content.Outlook\ECUOPBT9\CORPUS-#359834-vl-Interlocal_Agreement_w- Port relating to IDAs.DOCX I WHEREAS, when lessees of the Port Authority's Industrial District Land desire to participate in the City's industrial district program, which allows the property to remain within the Industrial Districts,the City and the Port Authority(collectively,the"parties")desire to facilitate the participation of such lessees in the City's industrial district program; NOW,THEREFORE,in consideration of the premises and the mutual agreements of the parties herein contained, and pursuant to Texas Local Gov't Code § 42.044 and the ordinances of the City, the City and Port Authority hereby agree as follows: 1. The term of this Agreement shall be from the execution of this Agreement until December 31, 2039, unless extended by mutual agreement of Port Authority and City. 2. If the Port Authority is leasing a portion of the Port Authority's Industrial District Land to a lessee who wishes to include the lessee's leased land (the "Lessee's Leased Land") in an industrial district agreement with the City,the Port Authority hereby agrees and consents to the inclusion of the Lessee's Leased Land in such industrial district agreement (each such agreement being hereinafter called a"Port Lessee IDA"). 3. The Port Authority acknowledges and understands that the Petition for Annexation and the Agreement for Provision of Municipal Services, in forms attached hereto (collectively, the "Annexation Agreements"), will be completed and attached to each Port Lessee IDA, and the Port Authority agrees that it will execute each of these Annexation Agreements as the owner of the Lessee's Leased Land. The Port Authority shall also provide the City with a copy of the legal description of the Lessee's Leased Land that is attached to the Port Authority's most current lease agreement for the Lessee's Leased Land. 4. The Port Authority agrees that the City may accept said Petition for Annexation and annex the Lessee's Leased Land if the Port Authority's lessee (1) fails to timely cure a default under the Port Lessee IDA, or(2) a bill is passed by the Texas Legislature (and not vetoed by the Governor)that will, in the sole but reasonable and continuing opinion of the City, result in a prohibition of annexation of all or part of the Lessee's Leased Land.If neither of the aforementioned events occur, then the City will not file the Annexation Agreements during the pendency of the Port Lessee IDA as long as it remains valid. 5. Prior to annexation due to a default resulting from a lessee's failure to make a Payment in Lieu of Taxes(hereinafter called a"PILOT")under the Port Lessee IDA,the City will notify the Port Authority and give the Port Authority the opportunity to remedy the default. Nonetheless, the Port Authority will not have any duty to make any payments to the City under any Port Lessee IDA. 6. To the extent permitted by law,if a lessee fails to make a payment to the City required under its Port Lessee IDA, the City shall be entitled to have a lien on the lessee's leasehold estate, but not on the Port Authority's Industrial District Land. 7. It is the intent of the industrial district program that properties that would be liable for City property taxes if located within the City limits are subject to the obligation to make PILOTs. Execution of a Port Lessee IDA shall not obligate a lessee of Port Authority's Industrial District Land to make a PILOT on real property that is exempt from ad valorem taxes. The C:\Users\mlerma\AppData\Local\Microsoft\Windows\INetCache\Content.Outlook\ECUOPBT9\CORPUS-#359834-vl-lnterlocal_Agreement_w- Port relating_to_IDAs.DOCX 2 Port Authority and the City will work together cooperatively to identify leases of Port Authority's Industrial District Land that are not subject to a Port Lessee IDA. 8. This interlocal agreement shall not be considered an industrial district agreement and is authorized pursuant to Texas Government Code 791 as an Interlocal Cooperation Act rather than Texas Local Gov't Code § 42.044. EXECUTED in duplicate originals effective as of ) 2024. Port of Corpus Christi Port Authority of Nueces County, Texas Kent A. Britton, Chief Executive Officer City of Corpus Christi Attest: Peter Zanoni, City Manager Rebecca Huerta, City Secretary C:\Users\mlerma\AppData\Local\Microsoft\Windows\fNetCache\COntent.OutlOOk\ECUOPBT9\CORPUS-#359834-v 1-Interlocal_Agreement_w- Port relating_to_IDAs.DOCX 3 Petition for Annexation To: The City Council of The City of Corpus Christi,Texas: The undersigned Landowner of the hereinafter described tract of land,which is without residents,requests the City Council of the City of Corpus Christi,Texas,to extend the present city limits of the City of Corpus Christi, Texas,to include as part of the City of Corpus Christi,Texas,the territory described in Exhibit A of the Industrial District Agreement to which this document is attached(this territory being referred to herein as the"Lance'),and this description of the Land is considered incorporated herein. The undersigned Landowner hereby certifies that to the best of its knowledge this Land is not appraised for ad valorem tax purposes as land for agricultural or wildlife management use under Texas Tax Code, Chapter 23, Subchapters C or D, as they may be amended or as timber land under Subchapter E of that chapter as it may be amended. Attached hereto is the Agreement for Provision of Municipal Services, fully executed by the undersigned Landowner. The undersigned Landowner hereby certifies that it is the sole owner of the surface estate of the Land. LANDOWNER Port of Corpus Christi Authority By: Name: Kent A.Britton Title: Chief Executive Officer Port of Corpus Christi Port Authority of Nueces County,Texas LANDOWNER ACKNOWLEDGMENT THE STATE OF TEXAS§ COUNTY OF NUECES§ This instrument was acknowledged before me on day of ,2024,by Kent A. Britton,as the Chief Executive Officer of Port of Corpus Christi Port Authority of Nueces County,Texas, a political subdivision of the State of Texas,on behalf of said entity. Given under my hand and seal of office this day of ,A.D.,2024 (seal) Notary Public C:\Users\mlerma\AppData\Local\Microsoft\Windows\1NetCache\COntent.OutlOOk\ECUOPBT9\CORPUS-#359834-v 1-Interlocal_Agreement_w- Port relating_to_IDAs.DOCX 4 Agreement for Provision of Municipal Services This Agreement for Provision of Municipal Services ("Service Agreement") pursuant to Texas Local Government Code §43.0672, as amended is entered into by and between the City of Corpus Christi("CITY" or "City"), and the Port of Corpus Christi Authority of Nueces County, Texas ("Landowner"). The CITY and Landowner are sometimes collectively referred to herein as the"Parties." WHEREAS, the Landowner has requested that the City consider annexation of the territory in County,Texas,that is described in Exhibit A of the Industrial District Agreement to which this Service Agreement is attached,which is hereinafter called the "Land"; and WHEREAS, the CITY intends to institute annexation proceedings for the Land, and 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 Land prior to annexation; 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, and • this Agreement for Provision of Municipal Services will provide the Land 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; and • all statutory requirements for annexation have been satisfied and the CITY is authorized by Texas Local Government Code Chapter 43 to annex the Land into the CITY. NOW,THEREFORE,in consideration of the mutual covenants contained herein,the CITY and the Landowner agree as follows: 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 and the City establishing a program under which the City will provide municipal services to the Land 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. • Police Protection: The Corpus Christi Police Department will provide police protection at the same level of service now being provided to other areas of the City of Corpus Christi, Texas,with similar topography,land use, and population density. • Fire Protection: Except as varied pursuant to the Standard Industrial District Annexation 380 Agreement (if applicable) attached to the Industrial District Agreement to which this document is attached,the Corpus Christi Fire Department will provide fire protection and suppression at the same level of service now being provided to other areas of the City of Corpus Christi, Texas, with similar topography,land use, and population density. • Emergency Medical Service: The Corpus Christi Fire Department will provide emergency medical services at the same level of service now being provided to other areas of the City of Corpus Christi, Texas,with similar topography,land use,and population density. C:\Users\mlerma\AppData\Local\Microsoft\Windows\fNetCache\COntent.OutlOOk\ECUOPBT9\CORPUS-#359834-v 1-Interlocal_Agreement_w- Port relating_to_IDAs.DOCX 5 • Solid Waste Collection: Solid waste collection and services will be provided at the same level of service now being provided to other areas of the City of Corpus Christi,Texas,with similar topography, land use, and population density. • 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 continue to be provided in accordance with the Corpus Christi Code of Ordinances, Corpus Christi Unified Development Code,Utility Department Policies,and engineering standards at the same level of service now being provided to other areas of the City of Corpus Christi, Texas,with similar topography,land use, and population density, provided the service is not currently served by another utility through existing facilities located within or adjacent to the area. Water or wastewater facilities owned or maintained by the CITY at the time of the proposed annexation shall continue to be maintained by the CITY. 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 will be allowed contingent upon the property owner or lessee of the Land meeting all city, county, state and federal requirements. • Operation and Maintenance of Roads and Streets, including Street Lighting: Except as varied pursuant to the Standard Industrial District Annexation 380 Agreement (if applicable) attached to the Industrial District Agreement to which this document is attached, the City will maintain public streets,including road and street lighting,within the annexed area at the same level of service now being provided to other areas of the City of Corpus Christi,Texas,with similar topography, land use, and population density. Any and all lighting of roads, streets, and alleyways that may be positioned in a right-of-way, roadway, or utility company easement shall be maintained by the applicable utility company servicing the City of Corpus Christi, Texas, pursuant to the rules, regulations,and fees of the utility. • 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. • Operation and Maintenance of any other Publicly-Owned Facility, Building, or Service: Currently,no other publicly owned facilities,buildings,or services are identified in the annexation area. If the City acquires any such facilities,buildings,or services within the annexation area,an appropriate City department will provide maintenance services. Section 3. Schedule of Services. In accordance with Texas Local Government Code § 43.O672(c), no other services are contemplated by this Service Agreement and a schedule for future services as contemplated by Texas Local Government Code §43.O672(b)is not applicable since all services identified herein will be provided upon the effective date of annexation. Section 4.Level of Service.Nothing in this Service 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. Section 5. Term.The term of this Service Agreement is 10 years from the date the annexation is effective. Section 6. Vested Rights Claims. This Service Agreement is not a permit for the purposes of Texas Local Government Code Chapter 245. C:\Users\mlerma\AppData\Local\Microsoft\Windows\fNetCache\COntent.OutlOOk\ECUOPBT9\CORPUS-#359834-v 1-Interlocal_Agreement_w- Port relating_to_IDAs.DOCX 6 Section 7. Legal Construction. No subsequent change in the law regarding annexation shall affect the enforceability of this Service Agreement. If any provision in this Service 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 Service Agreement will be construed as if the unenforceable provision had never been a part of the Agreement. Whenever the context requires,the singular will include the plural and neuter include the masculine or feminine gender,and vice versa. Section 8. Venue and Applicable Law. Sole venue for this Service Agreement shall be in Nueces County, Texas. This Service Agreement shall be construed under and in accordance with the laws of the State of Texas. Section 9.Authority.This Service Agreement binds and inures to the benefit of the CITY,the Landowner,and their successors and assigns.Each parry further warrants that each signatory to this Service Agreement is legally authorized to bind the respective individual or entity for the purpose established herein. EXECUTED,this the day of 2024. CITY OF CORPUS CHRISTI ATTEST: Assistant City Manager City Secretary LEGAL FORM APPROVED Assistant City Attorney for City Attorney CITY OF CORPUS CHRISTI ACKNOWLEDGMENT THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on 2024,by Assistant City Manager of the City of Corpus Christi, a Texas home-rule municipal corporation,on behalf of said corporation. (seal) Notary Public LANDOWNER Port of Corpus Christi Authority By: Name: Kent A.Britton Title: Chief Executive Officer Port of Corpus Christi Port Authority of Nueces County,Texas C:\Users\mlerma\AppData\Local\Microsoft\Windows\fNetCache\Content.Outlook\ECUOPBT9\CORPUS-#359834-v 1-Interlocal_Agreement_w- Port relating_to_IDAs.DOCX LANDOWNER ACKNOWLEDGMENT THE STATE OF TEXAS§ COUNTY OF NUECES§ This instrument was acknowledged before me on day of ,2024,by Kent A. Britton,as the Chief Executive Officer of Port of Corpus Christi Port Authority of Nueces County,Texas,a political subdivision of the State of Texas,on behalf of said entity. Given under my hand and seal of office this day of ,A.D.,2024 (seal) Notary Public C:\Users\mlerma\AppData\Local\Microsoft\Windows\fNetCache\COntent.OutlOOk\ECUOPBT9\CORPUS-#359834-v 1-Interlocal_Agreement_w- Port relating_to_IDAs.DOCX 8 so �o o� AGENDA MEMORANDUM yoAPaap, First Reading for the City Council Meeting of December 3, 2024 xs52 Second Reading for the City Council Meeting of December 10, 2024 DATE: November 25, 2024 TO: Peter Zanoni, City Manager FROM: Daniel McGinn, AICP, Director of Planning & Community Development DanielMc@cctexas.com (361) 826-7011 Annexation of Land Within Industrial Districts 1 & 2 (Nueces County) CAPTION: Ordinance annexing 17 tracts of land located within Industrial District No. 1 into the territorial limits of the City of Corpus Christi; annexing two tracts of land located within Industrial District No. 2 into the territorial limits of the City of Corpus Christi; adopting a service plan; establishing initial zoning of IH Heavy Industrial for newly annexed property; and providing City Secretary notification. SUMMARY: The purpose of this item is to annex certain properties within the City's Industrial Districts, which are districts 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. Most property owners responded to City notices and chose to execute a new IDA with the City. City staff proposes to annex only those properties whose owners chose not to execute new IDAs. The City is not annexing non-corporate landowners or those eligible for agricultural non-annexation agreements. The effective date and time of annexation shall be no earlier than midnight of December 31, 2024. ALTERNATIVES: N/A FINANCIAL IMPACT: The proposed annexation will insure the payment of City taxes or fees for those properties without Industrial District Agreements. RECOMMENDATION: Staff recommends approval of the proposed annexation. LIST OF SUPPORTING DOCUMENTS: Ordinance with Maps and Municipal Service Plan Presentation Ordinance annexing land located within Industrial District No. 1 into the territorial limits of the City of Corpus Christi; annexing land located within Industrial District No. 2 into the territorial limits of the City of Corpus Christi; adopting a service plan; establishing initial zoning of IH Heavy Industrial for newly annexed property; and providing City Secretary notification. WHEREAS, Texas Local Government Code §43.003 and City Charter of the City of Corpus Christi, Texas, Article 1, Sec. 2 authorizes the annexation of territory, subject to the laws of this state; WHEREAS, pursuant to Texas Local Government Code §43.0116 and Industrial District Agreement, Section 2.01 , the immunity from annexation terminated on March 31, 2024, and the effective date and time of annexation shall be no earlier than midnight of December 31 , 2024; WHEREAS, the owners of the tracts being annexed have not entered into an Industrial District Agreement to grant immunity from annexation after March 31, 2024; WHEREAS, the properties being annexed are not appraised for ad valorem tax purposes as land for agricultural or wildlife management use under Subchapter C or D, Chapter 23, Tax Code, or as timber land under Subchapter E of that chapter; WHEREAS, written notice of public hearings has been provided to property owners, railroads, service providers, and school districts in the area proposed for annexation; WHEREAS, two public hearings were held by the City Council, during City Council meetings held in the Council Chambers, at City Hall, in the City of Corpus Christi, following the publication of notice of the hearings in a newspaper of general circulation in the City of Corpus Christi and Nueces County, for the consideration of annexation proceedings and the service plan for the defined lands and territory, during which all persons interested in the annexations were allowed to appear and be heard; WHEREAS, a service plan for the area proposed to be annexed was made available for public inspection and explained to the inhabitants of the area at the public hearings; WHEREAS, a digital map that identifies the area proposed for annexation was made publicly available without charge and in a format widely used by common geographic information system software or in any other widely used electronic format; WHEREAS, it has been determined by the City Council that the territory now proposed to be annexed lies wholly within the extraterritorial jurisdiction of the City of Corpus Christi and wholly within Industrial Districts 1 and 2; 1 WHEREAS, it has been determined by the City Council that the territory now proposed to be annexed abuts and is contiguous and adjacent to the City of Corpus Christi; WHEREAS, it has been determined by the City Council 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, to the extent the annexation causes an area to be entirely surrounded by the City but would not include the area within the City, City Council finds, that surrounding the area is in the public interest; and WHEREAS, it has been determined that it would be advantageous to the City and its citizens and in the public interest to annex the lands and territory hereinafter described. NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. The findings and recitations set out in the preambles to this Ordinance are found to be true and correct, and they are hereby adopted by the City Council of the City of Corpus Christi and made a part of this Ordinance for all purposes. SECTION 2. The areas in Industrial District #1 , described in EXHIBIT A and depicted in Exhibit B, generally located between Interstate Highway 37 (1-37) and Nueces Bay, are annexed to, brought within the corporate limits, and made an integral part of the City of Corpus Christi. SECTION 3. The areas in Industrial District #2, described in EXHIBIT C and depicted in Exhibit D, generally located between McKensie Road and Rand Morgan Road, are annexed to, brought within the corporate limits, and made an integral part of the City of Corpus Christi. SECTION 4. The Service Plan attached as Exhibit E is approved, and municipal services shall be provided to the Annexed Areas herein in accordance therewith. The service plan provides for the same number of services and levels of service for the Annexed Areas 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 5. The owners and inhabitants of the tracts or parcels of land annexed by this ordinance are entitled to all the rights, privileges, and burdens of other citizens and property owners of the City of Corpus Christi, and are subject to and bound by the City Charter of the City of Corpus Christi, and the ordinances, resolutions, motions, laws, rules 2 and regulations of the City of Corpus Christi and to all intents and purposes as the present owners and inhabitants of the City of Corpus Christi are subject. SECTION 6. The official map and boundaries of the City, previously adopted and amended, are amended to include the territories described in this ordinance as part of the City of Corpus Christi, Texas. This annexation does not expand the City's extraterritorial jurisdiction consistent with Texas Local Government Code §42.021(e). SECTION 7. As shown in Exhibits A, B, C, and D, the annexed area shall be designated with an initial zoning district of "IH" Heavy Industrial District. The Unified Development Code ("UDC") and corresponding UDC Zoning Map of the City of Corpus Christi, Texas, are amended accordingly. SECTION 8. 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 9. 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 10 That 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 and its extraterritorial jurisdiction to add the territory annexed as required by law. SECTION 11. If for any reason, any section, paragraph, subdivision, clause, phrase, word, or provision of the ordinance shall be held invalid or unconstitutional by a 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 12. The City Secretary is hereby directed to file a certified copy of this ordinance with the County Clerk of Nueces County, Texas. SECTION 13. This ordinance becomes effective on January 1 , 2025. Introduced and voted on the day of , 2024. PASSED and APPROVED on the day of 12024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary 3 Exhibit A — Description of Annexed Property in Industrial District #1 Tract 1 Owner: Robert Sanchez dba Robert's Equipment Sales & Services NCAD Geographic ID: 2882-0001-0060 NCAD Legal Description: GOLDSTON ADD LT 6 BLK 1 Property as described in Deed recorded in Document Number 820001 , Deed Records of Nueces County, Texas, and the Subdivision description herein: Lot Six (6), Block One (1), GOLDSTON ADDITION, an Addition to the City of Corpus Christi, Nueces County, Texas, as shown by the map or plat thereof, recorded in Volume 54, Pages 183-184, Map Records, Nueces County, Texas Tract 2 Owner: Nueces Bay WLE LP NCAD Geographic ID: 5240-0000-0392 NCAD Legal Description: MISC ACS N OF CITY 63.601 ACS OUT OF TR 12 Property as described in Deed recorded in Document Number 2004032951, Deed Records of Nueces County, Texas, and the metes and bounds description herein: BEING a 63.710 acre tract of land lying in the Submerged Land Surveys No.708 and 708A, partly lying within Nueces Bay, also lying in the Nueces County Navigation District No. 1 Survey, abstract 2677, abstract 2682 and abstract 2689, Nueces County, Texas, same being a portion of Survey No. 3 of the Riparian Property Owners Map as recorded in volume 6, page 13, Map Records of Nueces County, Texas, also being a portion of a 55.1225 acre "Tract 1 11 and a 5.370 acre "Tract 2" , both as described in volume 250, page 390, Deed Records of Nueces County, Texas, and a portion of a 14.026 acre tract of land as described in volume 601, page 6, Deed Records of Nueces County, Texas, also being described by a drawing (101144_7-Nueces_Bay_BNDY1 .DWG, dated May 22, 2004) attached hereto as Exhibit-A-2 and-made part hereof and more particularly described as follows: BEGINNING at a 1/2" iron rod set with plastic cap stamped "CDS/MUERY S.A. TX." for the southeast corner of the aforementioned 14. 026 acre tract and the southwest corner of a 44.494 acre tract of land as described in volume 401 , page 177, Deed Records of Nueces County, Texas, same lying within the right-of-way of Navigation Boulevard (variable width right-of-way) and being the most southerly southeast corner of the herein described 63.710 acre tract; THENCE along the south line of the aforementioned 14.026 acre tract, N66"41'30"W a distance of 200.00 feet (Record - N66"20'W 200')to a 1/2" iron rod set with plastic cap stamped "CDS/MUERY s A. TX." for the southwest corner of the said 14.026 acre tract and the southeast corner of the aforementioned 55.1225 acre tract, same lying in the north right-of-way line of the aforementioned Navigation Boulevard; THENCE along the south line of the aforementioned 55.1225 acre tract and the said north right-of-way line of the aforementioned Navigation Boulevard, N66"41'30"W a distance of 587.00 feet to a 1/2" iron rod set with plastic cap stamped "CDS/MUERY S.A. TX." for the 4 Exhibit A — Description of Annexed Property in Industrial District #1 most southerly southwest corner of the herein described 63.710 acre tract, from which a 1/2" iron rod set with plastic cap stamped "CDS/MUERY S.A. TV' for the southwest corner of the said 55 .1225 acre tract bears N66"41' 30 "W a distance of 263.00 feet; THENCE leaving the said south line of the aforementioned 55.1225 acre tract and the said north right-of-way line of the aforementioned Navigation Boulevard, N23 010' 00"E a distance of 327. 20 feet to a 1/2" iron rod set with plastic cap stamped "CDS/MUERY S.A. TV' for an angle point of the herein described 63.710 acre tract; THENCE N13°38'24"E a distance of 128.09 feet to an 'Y' in concrete for an angle point of the herein described 63.710 acre tract; THENCE N06001'10"W a distance of 151.17 feet to a 1/2" iron rod set with plastic cap stamped "CDS/MUERY S A. TV' for an angle point of the herein described 63.710 acre _tract; THENCE N23012'51"E a distance of 461 .84 feet to a 1/2" iron rod set with plastic cap stamped "CDS/MUERY S.A. TV' for an interior corner of the herein described 63.710 acre tract; THENCE N66047'09"W a distance of 167.59 feet to a 1/2" iron rod set with plastic cap stamped "CDS/MUERY S.A. TV' in the west line of the aforementioned 55.1225 acre tract for a southwest corner of the herein described 63.710 acre tract; THENCE along the said west line of the aforementioned 55.1225 acre tract, N23 012' 51 "E, passing a 1/2" iron rod set with plastic cap stamped "CDS/MUERY S.A. TV' at a distance ,of 763 .88 feet, a total distance of 1578.06 feet to a point for the northwest corner of the said 55.1225 acre tract and the southwest corner of the aforementioned 5.370 acre tract, same lying in the common line of the aforementioned Submerged Lands Surveys No. 708 and 708A, for an angle corner of the herein described 63.710 acre tract; THENCE along the northwest line of the aforementioned 5.370 acre tract, N53006'58"E a distance of 1203.02 feet (Record - N53035'E 1203.03') to a point for the north corner of the said 5.370 acre tract and the most northerly corner of the herein described 63.710 acre tract; THENCE along the east line of the aforementioned 5.370 acre tract, S23011'58"W a distance of 779.76 feet (Record - S23040'W 779.26') to a point for the southeast corner of the said 5.370 acre tract and an interior corner of the herein described 63.710 acre tract, same lying in the north line of the aforementioned 55.1225 acre tract and the common line of the aforementioned Submerged Lands Surveys No. 708 and 708A; THENCE along the said north line of the aforementioned 55.1225 acre tract and the north line of the aforementioned 14.026 acre tract, N89031'58"E a distance of 491 .32 feet (Record - East) to a point for the northeast corner of the aforementioned 14.026 acre tract and the northwest corner of the aforementioned 44.494 acre tract, same being the most easterly northeast corner of the herein described 63.710 acre tract; 5 Exhibit A — Description of Annexed Property in Industrial District #1 THENCE along the east line of the aforementioned 14.026 acre tract and the west line of the aforementioned 44.494 acre tract, S23 '12 '43 "W a distance of 1595.46 feet (Record - S23040'W) to a point for a southeast corner of the herein described 63.710 acre tract; THENCE leaving the said east line of the aforementioned 14.026 acre tract and the said west line of the aforementioned 44.494 acre tract, N66 ° 50' oo "W, passing a 1/2" iron rod set with plastic cap stamped "CDS/MUERY s A. TV' at a distance of 60 .18 feet, a total distance of 455.84 feet to a 1/2" iron rod set with plastic cap stamped "CDS/MUERY s A. TV' for an interior corner of the herein described 63. 710 acre tract; THENCE S23010'00"W a distance of 545,.50 feet to. a 1/2" iron rod set with plastic cap stamped "CDS/MUERY S.A. TV' for an interior corner of the herein described 63.710 acre tract; THENCE S66050'00"E a distance of 140.00 feet to a 1/2" iron rod set with plastic cap stamped "CDS/MUERY S.A. TV' for an interior corner of the herein described 63.710 acre tract; THENCE N23010'00"E a distance of 42.50 feet to a 1/2" iron rod set with plastic cap stamped "CDS/MUERY S.A. TV' for a northwest corner of the herein described 63.710 acre tract; THENCE S66050'00"E a distance of 315.44 feet to a 1/2" iron rod set with plastic cap stamped "CDS/MUERY S.A. TV' in the said east line of the aforementioned 14.026 acre tract and the said west line of the aforementioned 44.494 acre tract for a northeast corner of the herein described 63.710 acre tract; THENCE along the said east line of the aforementioned 14.026 acre tract and the said west line of the aforementioned 44.494 acre tract, S23 ° 12 '43 "W (Record - S23 ° 40 'W), passing a 1/2" iron rod set with plastic cap stamped "CDS/MUERY S.A. TV' in the said north right-of-way line of the aforementioned Navigation Boulevard at a distance of 960.60 feet, a total distance of 988.60 feet to the PLACE OF BEGINNING and containing 63.710 acres of land, of which 0.129 of an acre lies within the limits of the aforementioned Navigation Boulevard. Tract 3 Owner: H&S Constructors Inc. NCAD Geographic ID: 0121-0000-0092 NCAD Legal Description: ALEXANDER P V 11 .791 ACS OUT LT 9 N OF IH 37 OCL NCAD Geographic ID: 0272-0091-0000 NCAD Legal Description: ASSESSORS MAP 141 5.209 ACS OUT TR 9-A Property as described in Deed recorded in Document Number 927207, Deed Records of Nueces County, Texas, and the metes and bounds description herein: 6 Exhibit A — Description of Annexed Property in Industrial District #1 FIELDNOTES for a 20.61 acre tract of land out of that portion of Lot 9. P. V. Alexander Subdivision lying north of Interstate Highway 37, a map of which is recorded in Volume 25, Page 45, Map Records of Nueces County, Texas and a 5.209 acre tract out of Section 9. Range V. H. L. Kinney Sectionized Lands as described in Volume 1566. Page 914. Deed Records of Nueces County, Texas; BEGINNING at a 1 inch iron pipe found on the south boundary line of Up River Road for the northeast corner of said Lot 9. P. V. Alexander Subdivision and for the northeast corner of this survey; THENCE South 01 deg. 00' 00" East, with the east boundary line of said Lot 9. a distance of 1033.29 feet to a 5/8 inch iron rod set for the northwest corner of said 5.209 acre tract and for an interior corner of this survey; THENCE North 89 deg. 00' 00" East, with the north boundary line of said 5.209 acre tract. 300.69 feet (deed=300.57 feet) to a 5/8 inch rod set for the northeast corner of said 5.209 acre tract and for a corner of this survey; THENCE South 01 deg. 00' 00" East, with the common boundary line of said 5.209 acre tract and a 37.82 acre tract described in Volume 564. Page 557. Deed Records of Nueces County, Texas, 869.32 feet to a concrete right-of-way marker found for the southeast corner of said 5.209 acre tract and for the southeast corner of this survey; THENCE North 53 deg. 40' 08" West, with the north boundary line of Interstate Highway 37, same being the south boundary line of said 5.209 acre tract, 378.16 feet to a concrete right-of-way marker found for the southwest corner of said 5.209 acre tract and for an angle point of this survey; THENCE North 53 deg. 32' 47"West, continuing with said north boundary line of Interstate Highway 37. a distance of 622.11 feet to a Texas Highway Department concrete monument with brass disc found for a corner of this survey; THENCE North 27 deg. 20' 4/" West, continuing with said north boundary line of Interstate Highway 37. a distance of 67.60 feet to a Texas Highway Department concrete monument with brass disc found for a corner of this survey; THENCE North 00 deg. 09' 23" West, continuing with the northeast flared boundary line of Interstate Highway 37, a distance of 128.60 feet to a Texas Highway Department concrete monument with brass disc found for a corner of this survey; THENCE North 20 deg. 34' 27" West continuing with said northeast flared boundary line of Interstate Highway 37, a distance of 35.22 feet to a 5/8 inch iron rod set for the west corner of survey, from with corner a Texas Highway Department concrete monument with brass disc found bears North 20 deg. 34' 27" West 7.55 feet; THENCE North 00 deg. 23' 58" West, with the southeast boundary line of Hunter Road as dedicated per recorded plat of said Lot 9. P.V. Alexander Subdivision. 823.21 feet to a 5/8 inch rod set for the northwest corner of this survey; 7 Exhibit A — Description of Annexed Property in Industrial District #1 THENCE, with the north boundary line of said Lot 9, as follows: North 89 deg. 39' 00" East 247.15 feet to a 1 inch rod found for an interior corner of said Lot 9 and of this survey; North 04 deg. 09' 30" West 131.40 feet to a 1 inch iron rod found for a corner of said Lot 9 and of this survey; South 65 deg. 35' 00" East 150.00 feet to a 1 inch iron rod found for a corner of said Lot 9 and of this survey; South / / deg. 43' 30" East 123.60 feet to a 1 inch iron rod found for an interior corner of said Lot 9 and of this survey; North 01 deg. 00' 00" West 227.62 feet (plat=228.00 feet) to a 1 inch iron rod found on the existing south boundary line of Up River Road for a corner of said Lot 9 and of this survey; THENCE South 65 deg. 35' 00" East, with the south boundary line of Up River Road. 32.70 feet to the POINT OF BEGINNING. Bearings based on the recorded plat of Lot 9. P.V. Alexander Subdivision, a map of which is recorded in Volume 25, Page 45, Map Records of Nueces County, Texas. SAVE AND EXCEPT 3.61 acre tract of land out of that portion of Lot 9 P V Alexander Subdivision lying north of interstate Highway 37 a map of which is recorded in Volume 25, Page 45 Map Records of Nueces County, Texas; BEGINNING at a 1 inch iron pipe found on the South boundary line of Up River Road for the Northeast corner of said Lot 9, P V Alexander Subdivision and for the Northeast corner of this survey; THENCE South 01 deg. 00' 00" East with the East boundary line of said Lot 9, a distance of 501 .66 feet to a 5/8 inch rod set for the Southeast corner of this survey; THENCE South 89 deg. 36' 02" West across said Lot 9. 527.83 feet to a 5/8 inch rod set in the East boundary line of Hunter Road for the Southeast corner of this survey; THENCE North 00 deg. 23' 58" West, with the East boundary line of Hunter Road as dedicated per recorded plat of said Lot 9, P. V. Alexander Subdivision. 246.92 feet to a 5/8 inch iron rod set at the lower Northwest corner of said Lot 9, for the lower Northwest corner of this survey: THENCE, with the north boundary line of said Lot 9, as follows: North 89 deg. 39' 00" East 247.15 feet to a 1 inch iron rod found for an interior corner of said Lot 9 and of this survey; North 04 deg. 09' 30" West 131.40 feet to a 1 inch iron rod found for the middle Northwest corner of said Lot 9 and of this survey; South 65 deg. 35' 00" East 150.00 feet to a 1 inch iron rod found for a corner of said Lot 9 and of this survey; South 77 deg. 43' 30" East 123.60 feet to a 1 inch iron rod found for an interior corner of said Lot 9 and of this survey; 8 Exhibit A — Description of Annexed Property in Industrial District #1 North 01 deg. 00' 00" West 227.62 feet (plat=228.00 feet) to a 1 inch iron rod found on the existing south boundary line of Up River Road for the upper Northwest corner of said Lot 9 and of this survey; THENCE South 65 deg. 35' 00" East, with the south boundary line of Up River Road. 32.70 feet to the POINT OF BEGINNING. Bearings based on the recorded plat of Lot 9, P. V. Alexander Subdivision, a map of which is recorded in Volume 25. Page 45. Map Records of Nueces County, T 9 Exhibit B — Map of Annexed Property in Industrial District#1 IjIt i ,, , � - tip •'i tij I ' Legend , r 6 yy SAI'K31Q�BHiT R TRkCT#1 �+�' z'gq. HUa env w1E Ln TNacr#z f H&S CONSTRUCTORS U4C TRACT A3 — 0 Ldubial D,.;W-t 1 - CW9uYN31m1'UCnPe QiR4dy1T GTS Tmn-INCYIS'fltL{L.PgTl{6�J�.L[CJ1�4Td'T�&dL5L4d�hh�2si.2i ` 10 Exhibit C — Description of Annexed Property in Industrial District #2 Tract 1 Owner: Enterprise Hydrocarbons, LP NCAD Geographic ID: 0276-0050-0100 Legal Description: ASSESSORS MAP 145 62.97 ACS OUT OF TR 5 SUR 409 AB&M ABST 555 & SUR 410 AB&M ABST 991 Metes and bounds description herein: Three tracts or parcels of land In Nueces County, Texas, more particularly described as follows: 30.41 Acre Tract 30.41 acre tract of land out of a 40.0 acre tract In Nueces County, Texas, out of A.B. & M. Survey 409, Abstract 555, said 40.0 acre tract being described In Volume 100, Page 406, Deed Records of Nueces County, Texas, and said 30.41 acre tract being described by metes and bounds as follows: BEGINNING at a nail In flasher found In centerline of McKinzie Road, at Northwest comer of said 40.0 acre tract, for Northwest corner of this survey; THENCE South 89' 58' 45" East with North boundary of said 40.0 acre tract, at 40.0 feet past 1-1-1/2 Inch iron pipe found on East right of way line of McKinzie Road, In all a distance of 2,649.71 feet to a 1-1/2 Inch Iron pipe found by a post on common survey line of B.S. & F. Survey 405, Abstract 567, and A.B. & M. Survey 409, Abstract 555, for Northeast corner of said 40.0 acre tract and Northeast comer of this survey; THENCE South with said common survey line of Surveys 405 and 409, 500.00 feet to a 5/8 Inch Iron rod set for Northeast corner of 29.33 acre survey and Southeast corner of this survey; THENCE North 89' 58' 45" West with North boundary of said 29.33 acre survey, at 2, 149.59 feet past 5/8 inch Iron rod set for Northwest comer of said 29.33 acre survey and Northeast comer of a 7.0 acre survey, and continuing North 890 58' 45" West with the North boundary of said 7.0 acre survey, at 2,609.59 feet past a 5/8 Inch Iron rod set on East right of way line of McKinzie Road, In all a distance of 2,649.59 feet to a point In centerline of McKinzie Road for Northwest comer of said 7.0 acre survey and Southwest corner of this survey; THENCE North 00' 00' 50" West with centerline of McKinzie Road and West boundary of said 40.0 acre tract, 500.0 feet to POINT OF BEGINNING, and containing 30.41 acres of land. 23.30 Acre Tract - A 23.30 acre tract of land out of Tract 7 and Tract 8, being out of a 40.00 acre tract out of the A.B. & M. Survey 409, Abstract 555 and out of a 79.10 acre tract out of the A.B. &M. Survey 410, Abstract 991; said 40 acre tract described In Volume 100, Page 47, and said 11 Exhibit C — Description of Annexed Property in Industrial District #2 79.10 acre tract described In Volume 255, Pages 140-141, Deed Records of Nueces County, Texas: BEGINNING at a point on the centerline of McKinzie Road and the West boundary line of said 40.00 acre tract for the Northwest comer of this survey from which comer a nail In flasher In said centerline of McKinzie Road found for the Northwest comer of said 40.00 acre tract bears North 000 00' 50" West, 549.97 feet; THENCE South 890 58' 45" East, leaving said centerline and parallel to the South boundary line of a 30.41 acre tract owned by Joe McManus thereof an 50.00 feet distant therefrom, measured at right angles thereto, 1,850.51 feet for the Northeast comer of this survey; THENCE South 00' 06' 00" West 544.11 feet to a 5/8 Inch Iron rod found In the centerline of a shell road for the Southeast comer of this survey; THENCE with the centerline of said shell road, same being the South boundary line of this survey, as follows: North 890 54' 00" West, at 213.03 feet pass a 5/8 Inch Iron rod found on line, at 653.89 feet past a 5/8 Inch Iron rod found on line, In all a distance of 1,031.53 feet to a 5/8 Inch Iron rod found for an angle point of this survey; South 590 20' 00" West 81.50 feet to a 5/8 Inch Iron rod found for an angle point of this survey; South aa0 15' 00" West at 236.80 feet pest a 5/8 Inch Iron rod found on line, In all a distance of 373.38 feet to a 5/8 Inch Iron rod found for an angle point of this survey; South at' 30' 00" West 363.83 feet to a point on said centerline of McKinzie Road for the Southwest comer of this survey; THENCE North 00' 00' 50" West, along said centerline of McKinzie Road, 571.20 feet to the POINT OF BEGINNING. 13.04 Acre Tract 13.04 acres of land out of a 40.0 acre tract out of the A.B. & M. Survey 409, Abstract 555 and out of a 79.1 acre tract out of the A.B. & M. Survey 410, Abstract 991 ; said 40.00 acre tract described In Volume 100, Page 406 and said 79.1 acre tract described In Volume 84, Page 242, deed records of Nueces County, Texas: BEGINNING at a point on the centerline of McKinzie Road and the West boundary line of said 40.00 acre tract for the Southwest comer of a 30.41 acre tract owned by Joe McManus and the Northwest comer of this survey from which comer a nail In flasher In said centerline of McKinzie Road at the Northwest comer of said 40.00 acre tract bears North 00' 00' SO" West 500.0 feet; THENCE South 89' 48' 45" East, with the South boundary line of said 30.41 acre tract, at 40.00 feet pest a 5/8 Inch Iron rod set on the East right of way line of McKinzie Road, In all a distance of 2,649.59 feet to a 5/8 Inch Iron rod set on the common survey line of B.S. 12 Exhibit C — Description of Annexed Property in Industrial District #2 & F. Survey 405, Abstract 567 and Survey 409, said point being on the East boundary line of said 40.0 acre tract for the Northeast corner of this survey; THENCE South, with said common survey line of Surveys 405 and 409, 156.94 feet to a 5/8 Inch Iron rod set at the common comer of B.S. & F. Surveys 403 and 405 and A.B. & M. Surveys 409 and 410, said comer being the Northeast comer of said 79.1 acre tract and the Southeast comer of said 40.0 acre tract for the Northwest corner of a 100.00 acre tract described In Volume 146, Page 518, deed records of Nueces County and a corner of this survey; THENCE South 00' 02' 00" East, with the common survey line of Surveys 403 and 41 O and the common boundary line of said 79.1 acre tract and said 100.00 acre tract 438.27 feet to a 5/8 Inch Iron rod set In the centerline of a shell road for the Northwest comer of a 20.00 acre survey and the Southeast corner of this survey; THENCE North 89' 54' 00" West, with the North Boundary of said 20.00 acre survey and the centerline of said shell road, 800.00 feet for a corner of this survey; THENCE North 00' 06' 00" East 544.11 feet for an Inside corner of this survey; THENCE North 89' 58' 45" West, at 1 ,810.78 feet pest said East right of way line of McKinzie Road, In all a distance of 1,850.78 feet to a point on the centerline of McKinzie Road and the West boundary line of said 40.00 acre tract for the Southwest corner of this survey; THENCE North 00' 00' 50" West, along said centerline, 50.0 feet to the Point of Beginning containing 13.04 acres of land of which 0.05 acres are contained In said right of way (40.00 feet wide) of McKinzie Road. 13 Exhibit D — Map of Annexed Property in Industrial District#2 wI �tri,ai Dis,rict Two-Properties To B-e Annexed a: I x' a T IY r Legend ENTERPMSE HVHRDCARRONS LP TRACT&1 0 Industrial Dlstrrdt 2 _ l i..:❑ty Limits .1 , ......11251xOx43:xi PM .'t n U2s U5 1 GH1tesN�.Mt31R1'��I^�alTT GS -mb IMlle 14 Exhibit E — Municipal Service Plan for Annexed Property in Industrial Districts #1 and 2 Introduction This Service Plan ("Plan") is made by the City of Corpus Christi, Texas ("City") pursuant to Texas Local Government Code §43.065 and §43.056. This Plan relates to the area annexed ("annexed area") described by metes and bounds and maps in Exhibits A, B, C, and D. In accordance with Tex. Local Gov't Code 43.056(b), this service plan provides for full municipal services in the annexed area no later than 2.5 years after the effective date of the annexation, unless certain services cannot reasonably be provided within that period and the City proposes a schedule for providing those services, and this plan includes a list of all services required by 43.056 to be provided under a service plan. This Plan shall be made available for public inspection and explained to the inhabitants of the area at the public hearings. This Plan shall be a contractual obligation to the owners and residents of land in the annexed area who have applied for benefits pursuant to this Plan and shall be enforceable exclusively via a writ of mandamus requested in accordance with Tex. Local Gov't Code 43.056(I). Section 1. General Municipal Services The following services shall be provided to the annexed area immediately from the effective date of annexation: (1) Police Protection: The Corpus Christi Police Department will provide police protection at the same level of service now being provided to other areas of the City of Corpus Christi, Texas, with similar topography, land use, and population density. (2) Fire Protection: The Corpus Christi Fire Department will provide fire protection and suppression at the same level of service now being provided to other areas of the City of Corpus Christi, Texas, with similar topography, land use, and population density. (3) Emergency Medical Service: The Corpus Christi Fire Department will provide emergency medical services at the same level of service now being provided to other areas of the City of Corpus Christi, Texas, with similar topography, land use, and population density. (4) Solid Waste Collection: Solid waste collection and services will be provided at the same level of service now being provided to other areas of the City of Corpus Christi, Texas, with similar topography, land use, and population density. Notwithstanding, the City will not prohibit the collection of solid waste in the annexed area by a privately-owned solid waste management service provider or offer solid waste management services in the annexed area unless a privately owned solid waste management service provider is unavailable within the first two years following the date of annexation in accordance with Texas Local Government Code §43.056(n). (5) Operation and Maintenance of Water and Wastewater Facilities that are not Within the Service Area of Another Water or Wastewater Utility: 15 Exhibit E — Municipal Service Plan for Annexed Property in Industrial Districts #1 and 2 Water and wastewater service will be provided in accordance with the Corpus Christi Code of Ordinances, Utility Department Policies, and engineering standards at the same level of service now being provided to other areas of the City of Corpus Christi, Texas, with similar topography, land use, and population density, provided that 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. On-site wastewater facilities may be allowed contingent upon the property owner meeting all city, county, state and federal requirements. (6) Operation and Maintenance of Roads and Streets, including Road and Street Lighting: The City will maintain public streets, including road and street lighting, within the annexed area at the same level of service now being provided to other areas of the City of Corpus Christi, Texas, with similar topography, land use, and population density. Any and all lighting of roads, streets, and alleyways that may be positioned in a right-of-way, roadway, or utility company easement shall be maintained by the applicable utility company servicing the City of Corpus Christi, Texas, pursuant to the rules, regulations, and fees of the utility. (7) 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. (8) 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 in the annexation area. If the City acquires any publicly-owned facilities, buildings, or services within the annexed area, an appropriate City department will provide operation and maintenance of such publicly-owned facilities. Section 2. Capital Improvement Program The City will initiate the acquisition or construction of capital improvements necessary for providing municipal services adequate to serve the area. The construction of the facilities shall be accomplished in a continuous process and shall be completed no later than 2.5 years after the effective date of the annexation, consistent with generally accepted local engineering and architectural standards and practices. Notwithstanding, the construction 16 Exhibit E — Municipal Service Plan for Annexed Property in Industrial Districts #1 and 2 of capital improvements may be interrupted for any reason by circumstances beyond the City's direct control. The Plan may be amended to extend the period for construction if the construction is proceeding with all deliberate speed. For services that cannot be reasonably provided within 2.5 years after the effective date of the annexation, the City will provide a schedule to provide such services within 4.5 years after the effective date of the annexation. Landowners in the area are not required to fund capital improvements necessary to provide municipal services in a manner inconsistent with Texas Local Government Code Chapter 395 unless otherwise agreed to by the landowner. (1) Police Protection: No capital improvements are necessary at this time to provide police services. (2) Fire Protection: No capital improvements are necessary at this time to provide fire services. (3) Emergency Medical Service: No capital improvements are necessary at this time to provide emergency medical services. (4) Solid Waste Collection: No capital improvements are necessary at this time to provide solid waste collection services. (5) Water and Wastewater Services: No capital improvements are necessary at this time to provide water and wastewater service. Water and wastewater services to new development and subdivisions will be provided according to the Corpus Christi Code of Ordinances, Corpus Christi Unified Development Code, and the Water and Wastewater Department standards, which may require the developer of a new subdivision or site plan to install water and wastewater lines. When areas are not reasonably accessible to a public wastewater facility of sufficient capacity as determined by adopted City wastewater standards, individual aerobic systems or individual wastewater treatment plants will be allowed in accordance with all the ordinances, regulations, and policies of the City. (7) Roads and Streets, including road and street lighting: No road or street-related capital improvements are necessary at this time. In general, the City will acquire control of all public roads and public streets within the annexed area upon annexation. Future extensions of roads or streets and future installation of related facilities, such as traffic control devices, will be governed by the City's standard policies and procedures. Lighting in new and existing subdivisions will be installed and maintained in accordance with the applicable standard policies and procedures. (9) Parks, Playgrounds, and Swimming Pools. No capital improvements are necessary at this time to provide services. (10) Other Services: In general, other City functions and services, and the additional services described above can be provided for the annexation area using 17 Exhibit E — Municipal Service Plan for Annexed Property in Industrial Districts #1 and 2 existing capital improvements. No additional capital improvements are necessary to provide City services. (11) Capital Improvements Planning: The annexation area will be included with other territory in connection with the planning for new or expanded facilities, functions, and services as part of the City's Capital Improvement Plan. Section 3. Term This Plan shall be in effect for a ten-year period commencing on the effective date of the annexation unless otherwise stated in this Plan. Renewal of the Plan shall be at the option of the City. A renewal of this Plan may be exercised by the City Council provided the renewal is adopted by ordinance and specifically renews this Plan for a stated period of time. Section 4. Special Findings The City Council of the City of Corpus Christi, Texas, finds and determines that this Plan 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 Plan 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 annexed area. The City reserves the right guaranteed to it by the Texas Local Government Code to amend this Plan if the City Council determines that changed conditions or subsequent occurrences or any other legally sufficient circumstances exist under the Local Government Code or other Texas laws to make this Plan unworkable or obsolete or unlawful. Section 5. Amendment: Governing Law This Plan may not be amended or repealed except as provided by the Texas Local Government Code or other controlling law. Neither changes in the methods or means of implementing any part of the service programs nor changes in the responsibilities of the various departments of the City shall constitute amendments to this Plan, and the City reserves the right to make such changes. This Plan is subject to and shall be interpreted in accordance with the Constitution and laws of the United States of America and the State of Texas, the Texas Local Government Code, and the orders, rules, and regulations of governmental bodies and officers having jurisdiction. Section 6. Force Maieure In case of an emergency, such as force majeure as that term is defined in this Plan, in which the City is forced to temporarily divert its personnel and resources away from the annexed area for humanitarian purposes or protection of the general public, the City obligates itself to take all reasonable measures to restore services to the annexed area 18 Exhibit E — Municipal Service Plan for Annexed Property in Industrial Districts #1 and 2 of the level described in this Plan as soon as reasonably 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 Plan. Section 7. Level of Service The City of Corpus Christi will provide services to the 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. Nothing in this plan shall require the City to provide a uniform level of full municipal services to each area of the City, including the annexed area, if different characteristics of topography, land use, and population density constitute a sufficient basis for providing different levels of service. Section 8. Remedy A person residing or owning land in an annexed area may enforce a service plan by applying for a writ of mandamus not later than the second anniversary of the date the person knew or should have known that the municipality was not complying with the service plan. It is presumed that a resident or landowner in the annexation area is provided full municipal service in the absence of a written request identifying the service not provided to the resident or landowner per the service plan. Written notice to be delivered or sent to the City Manager. 19 Annexations within Industrial Districts 1 and 2 Located in Nueces County City Council Presentation December 3, 2024 Purpose • The Texas Local Government Code, Section 43, Subchapter C-1 outlines procedures for annexing land within Industrial Districts whose owners have not executed agreements. • The City is only annexing properties whose owners have not signed an Industrial District Agreement. • The City is not annexing properties owned by non-corporate owners or agricultural properties eligible for Chapter 212 exemptions. • Staff drafted a Municipal Service Plan laying out terms for providing City services. Ala Industrial Districts 1, 2 & 4 In Nueces County b = 2 T' 1 o � CH3j c S a c � w 6 0 CFp UP R�, F � qR0 Z p O $T y X ES 5T � HWV 44 H Yy4 A O S,T � O GAN O Legend Industrial Districts City Limits ash c��aMaa�or,�'c�n+cma�sc n.n[wN�e:esc m y� = S . O � � kiti CSC 'Oq� -Major Sireels w p qN, R Industrial District Qne Properti#es o Be Anne-iced 24. -., �.�,,:;�•� ���=-_-`-_--� �,., -.; Nueces Bay - s 4s r 7 5.3 shp Ch n • 75 94 50 Legend <:- 4B ASSET MANAGEMENT LLC -BUCEY ROM K ID#24 EAGLE FORD PIPELINE LLC ID#49 ELLISON REAL ESTATE PARTNERSHIP LTD ID#50 H&S CONSTRUCTORS INC ID 675 -HORNE PATRICK J&ID#93 - _HORNE PATRICK I ET UX&SD#94 NUECES DAY WLE LP 110#129 SANCHEZ ROBE ID#151 4 ,f T ry [Rd al' (l TWm RmpwWW 7OO Ra °4ir t 3 9; • JL ' LIf b4 { { {OF f{ A. Legend ,y C r� +� m�wn•nrs� Annexation Schedule 10-15-2024 City Council Resolution Directing Staff to Create Service Plan 10-16-2024 Public Notice; Written Notices Mailed to Public & Private Service Providers 10-29-2024 1st Public Hearing before City Council 11-12-2024 2nd Public Hearing before City Council 12-3-2024 1st Reading of Ordinance annexing contiguous areas without new IDAs 12-10-2024 2na Reading of Ordinance annexing contiguous areas without new IDAs (Annexation Complete with effective date of Jan. 1, 2025) *The City will not annex properties owned by non-corporate owners or ag-exempt 212 areas. SC 1 4 v NogPofl„Eo AGENDA MEMORANDUM 1852 First Reading for the City Council Meeting of December 3, 2024 Second Reading for the City Council Meeting of December 10, 2024 DATE: November 13, 2024 TO: Peter Zanoni, City Manager FROM: Daniel McGinn, AICP, Director of Planning and Community Development DanielMc@cctexas.com (361) 826-7011 Disannexation of 15.4 acres near Nueces Bay Boulevard and Broadway Street CAPTION: Ordinance disannexing approximately 15.4 acres of land at or near Nueces Bay Boulevard and Broadway Street. SUMMARY: This ordinance disannexes approximately 15.4 acres of land at or near Nueces Bay Boulevard and Broadway Street in compliance with the City Council approved Purchase and Sales Agreement to enter into a Development Agreement prior to Closing on the City's purchase of the property. BACKGROUND AND FINDINGS: On December 20, 2022, City Council approved Ordinance 032954 for the purchase of approximately 12.4 acres of real property and 11.3 acres of easements from Flint Hills Resources at or near Nueces Bay Boulevard and Broadway Street for the Inner Harbor Seawater Desalination Treatment Plant Project. City Council authorized a Development Agreement in accordance with Texas Local Govt Code § 212.172 as part of the property purchase agreement. Section 212 of the Local Govt Code only applies to areas outside the City limits. Therefore, the property must be disannexed before the City is able to sign the Development Agreement. City is disannexing four City-owned tracts within the blocks being purchased for uniformity. The areas to be disannexed are depicted on the next page (outlined in red): Y M ff! W 7f+ r!Y 1 v fl! Y F .4 Y 0.1 ALTERNATIVES: No alternatives have been identified. FISCAL IMPACT: There is not a fiscal impact. FUNDING DETAIL: Funding is not required for this action. RECOMMENDATION: Staff recommends approval of the disannexation ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance disannexing approximately 15.4 acres of land at or near Nueces Bay Boulevard and Broadway Street. WHEREAS, Texas Local Government Code §43.142 provides: "A home-rule municipality may disannex an area in the municipality according to rules as may be provided by the charter of the municipality and not inconsistent with the procedural rules prescribed by this chapter"; WHEREAS, Corpus Christi City Charter Article 1, Section 1 provides: "The city shall have the power by ordinance to fix the boundary limits of the city and to provide for the alteration and extension of the boundary limits"; WHEREAS, City Council determines that said City Charter Section provides rules for disannexation pursuant to Texas Local Government Code §43.142; WHEREAS, on December 20, 2022, the City Council authorized a Purchase Agreement and Development Agreement with Flint Hills Resources Corpus Christi, LLC; WHEREAS, the City is required to disannex the 12.4 acres to be acquired prior to closing per the Purchase Agreement; WHEREAS, upon disannexation, the City will enter into a Development Agreement; WHEREAS, the City is disannexing adjacent City-owned tracts for uniformity; and WHEREAS, the areas to be disannexed are pursuant to Texas Local Government Code §43.142 and not for failure to provide services as the process is set forth in Texas Local Government Code §43.141. NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. The findings contained in the preamble of this Ordinance are determined to be true and correct and are hereby adopted as a part of this Ordinance. SECTION 2.Approximately 15.43 acres of land, as described in Exhibit A and depicted in Exhibit B attached hereto, is disannexed from the city limits of the City of Corpus Christi, Texas pursuant to and in accordance with provisions and procedures of Texas Local Government Code Chapter 43 and City Charter Article 1. Adjacent city streets and public rights-of-way are not subject to disannexation and remain in the city limits. Adjacent city streets and public rights-of-way include portions of Nueces Bay Blvd, Broadway St, Van Loan Ave, Summer St, Palm Dr, Dempsey St, Floral St, and John St. SECTION 3. The official map and boundaries of the City of Corpus Christi, Texas, are adjusted to exclude that property comprising the above-referenced tracts of land. SECTION 4. The City Secretary is hereby directed to file a certified copy of this ordinance with the County Clerk of Nueces County, Texas. SECTION 5. This ordinance is effective upon passage on the second reading. 1 Introduced and voted on the day of , 2024. PASSED and APPROVED on the day of 12024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary 2 Exhibit A LEGAL DESCRIPTIONS OF DISANNEXED LAND Lots 1A, 2, 3, 4, 5, 6, 7, 8, 8A, 9, and 10, Block 1, SUNSET PLACE, a subdivision of the City of Corpus Christi, Nueces County, Texas; Lots 3 through 20, Block 2, SUNSET PLACE, a subdivision of the City of Corpus Christi, Nueces County, Texas; Lots 1 through 26, 17a, and 18b, Block 10, NUECES BAY HEIGHTS ADDITION, a subdivision to the City of Corpus Christi, Texas; Lots 1 through 18, Block 10, HILLCREST ADDITION, a subdivision of the City of Corpus Christi, Nueces County, Texas; Lots 1 through 26 and A, Block 11 , NUECES BAY HEIGHTS ADDITION, a subdivision of the City of Corpus Christi, Texas; Lots 1 through 28, Block 12, NUECES BAY HEIGHTS ADDITION, a subdivision of the City of Corpus Christi, Texas; and Lots 1 through 28, Block 13, NUECES BAY HEIGHTS ADDITION, a subdivision of the City of Corpus Christi, Texas 3 Exhibit B we, a s, ` r f s a0 F '�, ❑ 75 15❑ 7❑❑ '� r-_ I i i i I�Vi UIUI Feet •g_ 4 se 0 0 PH o AGENDA MEMORANDUM NCORPO0.1¢ One -Reading Ordinance for the City Council Meeting of December 03, 2024 1852 DATE: November 25, 2025 TO: Peter Zanoni, City Manager FROM: Arturo Marquez, CEcD, Ms. Econ, Director of Economic Development Arturom3Cu)-cctexas.com (361) 826-3885 Air Products, LLC Chapter 380 Incentive Agreement request for assignment; City's rejection of request for assignment; declaring 380 Agreement terminates on Dec. 31, 2024; and authorizing a new 380 Agreement with HEP Javelina SMR. CAPTION: One-reading Ordinance 1) Rejecting the requested assignment from Air Products to HEP Javelina SMR of the current Chapter 380 Incentive Agreement; 2) Declaring that the current Chapter 380 Incentive Agreement terminates on Dec. 31, 2024 pursuant to Article VI, Section 6.01 of the 380 Incentive Agreement; and 3)Authorizing the execution of a new Chapter 380 Incentive Agreement with the existing owner and/or new owner, HEP Javelina SMR LLC, to provide a rebate of 25.5 % of the ad valorem taxes payable to the City on the Hydrogen Steam Methane Reformer Facility to match the amount payable on improvements under the new Industrial District Agreement of the City. SUMMARY: This ordinance rejects the requested assignment of the current Chapter 380 Incentive Agreement from Air Products to HEP Javelina SMR, declares that the existing agreement will terminate on December 31, 2024, pursuant to Article VI, Section 6.01, and authorizes the execution of a new Chapter 380 Incentive Agreement with HEP Javelina SMR LLC, the existing or new owner. The new agreement will provide a rebate of 25.5% of the ad valorem taxes payable to the City for the Hydrogen Steam Methane Reformer Facility, aligning the rebate amount with the terms of the new Industrial District Agreement for improvements. BACKGROUND AND FINDINGS: On December 15, 2009, the City Council authorized a Chapter 380 Agreement with Air Products LLC for the development and operation of a steam methane reformer that produces hydrogen ("Corpus Christi Hydrogen SMR Facility"), that offered benefits similar to those afforded to industries in the City's Industrial Districts. In 2009 Air Products LLC agreed to: • Complete construction of the Corpus Christi Hydrogen SMR Facility by Dec. 31, 2010 • Operate the CC HSMR Facility for its useful life of at least 15 years • Create at least 4 new full-time jobs at an average salary of$60,000 annually • Maintain the CC HSMR Facility for the entire period during which the City Commitment is paid out On November 5, 2024, Air Products LLC notified the City that effective September 25, 2024, Air Products LLC and HEP Javelina SMR, LLC entered into an Asset Purchase Agreement for the sale of the CC HSMR Facility. Air Products requested the City to consent to the reassignment of the Chapter 380 Agreement to Javelina SMR. The existing agreement reflects an ad valorem rebate amount that is based on a prior Industrial District Agreement. City staff recommends that the current agreement assignment be rejected and a new agreement be approved that reflects a rebate amount based on the Industrial District Agreements (IDA) effective January 1, 2025 with an expiration date that mirrors the new IDA's. ALTERNATIVES: City Council could choose to accept reassignment of this Chapter 380 Agreement. FISCAL IMPACT: N/A Funding Detail: N/A RECOMMENDATION: City staff recommends rejecting the requested reassignment, declare that the current Chapter 380 Agreement terminates on December 31, 2024, and authorize to execute a new Chapter 380 Agreement with Javelina SMR that reflects a rebate that mirrors the IDA's effective January 1, 2025.. LIST OF SUPPORTING DOCUMENTS: N/A One-reading Ordinance 1) Rejecting the requested assignment from Air Products to HEP Javelina SMR of the current Chapter 380 Incentive Agreement; 2) Declaring that the current Chapter 380 Incentive Agreement terminates on Dec. 31, 2024 pursuant to Article VI, Section 6.01 of the 380 Incentive Agreement; and 3) Authorizing the execution of a new Chapter 380 Incentive Agreement with the existing owner and/or new owner, HEP Javelina SMR LLC, to provide a rebate of 25.5 % of the ad valorem taxes payable to the City on the Hydrogen Steam Methane Reformer Facility to match the amount payable on improvements under the new Industrial District Agreement of the City. Whereas, on December 15, 2009, the City Council authorized Resolution No. 028452 which authorized the City Manager to execute a Chapter 380 Incentive Agreement with Air Products, LLC for the development and operation of a steam methane reformer that produces hydrogen, to be known as the "Corpus Christi Hydrogen SMR Facility", that offers benefits similar to those afforded to industries in the City's Industrial Districts; Whereas, on Dec. 15, 2009, the parties entered into the agreement titled "Chapter 380 Incentive Agreement by and between City of Corpus Christi, Texas and Air Products LLC", (the "380 Agreement), under which Air Products LLC agreed to: complete construction of the Corpus Christi Hydrogen SMR Facility (the "CC HSMR Facility") by Dec. 31, 2010; operate the CC HSMR Facility for its useful life of at least 15 years; create at least 4 new full-time jobs at average salary of $60,000 annually; and maintain the CC HSMR Facility for entire period during which the City Commitment is paid out; Whereas, the 380 Agreement currently provides for in lieu of tax payments of 60% of the amount of ad valorem taxes that would otherwise be payable to City by Air Products on the CC HSMR Facility; Whereas, Section 8.05 Assignment Clause of the 380 Agreement provides: "8.05 Successors and Assigns. A. Except as provided in Article IV, no Party has the right to assign its rights under this Agreement or any interest in this Agreement, without the prior written consent of the other Party, except Air Products may assign its rights and responsibilities under this Agreement to any related, affiliated, or subsidiary entity to which substantially all of its assets, liabilities, and its rights to proceed with development of the Project are transferred without the consent of the City. The written consent may not be unreasonably withheld. B. If Air Products is seeking City consent to assign, City Council shall consider the consent to assign within 30 days of the written notification. If the decision is not received by the Party seeking consent within 60 days of their request for consent, the assignment is deemed approved." Whereas, by notice dated November 5, 2024, Air Products LLC notified the City that effective September 25, 2024,Air Products LLC ("Air Products") and HEP Javelina SMR, LLC ("HEP") entered into an Asset Purchase Agreement for the sale of the CC HSMR Facility which is located at 5401 Up River Road, Corpus Christi, Texas and requested City consent to assignment of 380 Agreement to HEP; and Whereas, the City Council finds that any outstanding 380 agreements with a termination that is tied to the expiration of the industrial districts will terminate on December 31 , 2024; Now therefore, be it ordained by the City Council of the City of Corpus Christi, Texas that: Section 1. The requested assignment of the 380 Agreement from Air Products to HEP is hereby rejected. Section 2. The 380 Agreement terminates on December 31, 2024. Section 3. The City Manager or Assistant City Manager is authorized to execute a new Chapter 380 Incentive Agreement with the existing owner and/or new owner, HEP Javelina SMR LLC, of the CC HSMR Facility to provide a rebate of 25.5% of the ad valorem taxes payable to the City on the CC HSMR Facility improvements in order to match the amount payable to the City under the new Industrial District Agreement which was authorized by City Council on September 3, 2024, with an expiration date that mirrors the new IDAs. Section 4. If for any reason any section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, word or provision of this ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, word or provision hereof be given full force and effect for its purpose. Section 5. Upon written request of the Mayor or five City Council members, copy attached, the City Council: (1) finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City's affairs and (2) suspends the Charter rule that requires consideration of and voting upon ordinances at two regular meetings so that this ordinance is passed and takes effect upon first reading as an emergency measure on this 3rd day of December, 2024. Corpus Christi, Texas day of , 2024 TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance, an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings. I/we, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced or at the present meeting of the City Council. Respectfully, Respectfully, Paulette Guajardo Mayor Council Members The above ordinance was passed by the following vote: Paulette Guajardo Roland Barrera Sylvia Campos Gil Hernandez Michael Hunter Jim Klein Mike Pusley Everett Roy Dan Suckley 2 WOO Air Products, LLC Request for Reassignment Under Chapter 380 Agreement City Council Presentation December 03, 2024 Air Products, LLC Location Map Ii \' 111,Y j ^.<,;.. a RIP '� �n7eY IIIIIIIIII.IIi� - ipmi UI ��"-�� � - '�+1r I(�t�r ll�ii `11113R1113a;1 7i �� \ o " r �L� � n "��.�� ^ ,J a ri�a l►t;� C%�� ;I.\,� r=•. � �`�'- Via. � ...c - 1. Air Products, LLC Boundary Map 1 Legend �y� � WD qW Air Products, LLC On December 15,2009,City executed a Chapter 380 Agreement Air Products,LLC agreed to: • Complete construction of the CC Hydrogen Steam Methane Reformer (HSMR)by Dec.31,2010. • Operate the CC HSMR Facility for its useful life of at least 15 years • Create at least 4 new,full-time jobs at average salary of$60,000 annually • Maintain the CC Hydrogen Steam Methane Reformer Facility for entire period during which the City Commitment is paid out City of Corpus Christi agreed to: • Pay to Air Products an ad valorem tax assessment commitment in the form of annual cash payments within 90 days after Air Products notifies the City it has paid the ad valorem taxes • Currently,City is rebating 40% of Ad Valorem taxes paid on improvements 4 qWAssignment Assignment Clause-Section 8.05 Successors and Assigns. A. Except as provided in Article IV,no Party has the right to assign its rights under this Agreement or any interest in this Agreement,without the prior written consent of the other Party,except Air Products may assign its rights and responsibilities under this Agreement to any related,affiliated,or subsidiary entity to which substantially all of its assets,liabilities,and its rights to proceed with development of the Project are transferred without the consent of the City. The written consent may not be unreasonably withheld. B. If Air Products is seeking City consent to assign,City Council shall consider the consent to assign within 30 days of the written notification. If the decision is not received by the Party seeking consent within 60 days of their request for consent,the assignment is deemed approved. Request for Assignment sent to City on Nov.5,2024: Effective September 25,2024,Air Products LLC ("Air Products') and HEP Javelina SMR,LLC ("HEP")entered into an Asset Purchase Agreement for the sale of the Corpus Christi Hydrogen SMR Facility ("CC HSMR Facility")and requested assignment of 380 Agreement 5 qWStaff Recommendation Staff Recommendation: 1. Reject the requested assignment from Air Products to HEP Javelina SMR. 2. Declare that the current 380 Incentive Agreement for a 60% rebate of ad valorem taxes terminate on Dec. 31,2024,pursuant to Article VI,Section 6.01 of the 380 Incentive Agreement. 3. Authorize the execution of a new Chapter 380 Incentive Agreement with the existing owner and/or new owner,HEP Javelina SMR,providing a rebate of 25.5 % of the ad valorem taxes payable to the City to mirror the amount payable under the new Industrial District Agreement of the City,effective January 1st,2025. 6 Questions? se 0 0 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting December 3, 2024 NoRPaP2 Second ReadingOrdinance for the City Council Meeting December 10, 2024 1s52 Y g DATE: December 3, 2024 TO: Peter Zanoni, City Manager FROM: Brandon Wade, Fire Chief brandonw@cctexas.com (361) 826-3900 Acceptance of two grants totaling $215,009.32 from the Texas Office of the Governor- Homeland Security Grants Division for the Corpus Christi Police Department CAPTION: Ordinance authorizing the acceptance of two grants totaling $215,009.32 from the Texas Office of the Governor—Homeland Security Grant Division for the State Homeland Security Program for the purchase of one additional 2025 Ford F-450 Police response vehicle and one replacement Spartan Robot for the Corpus Christi Police Department's Bomb Squad; and appropriating $215,009.32 in the FY 2025 Fire Grants Fund. SUMMARY: This ordinance authorizes accepting and appropriation of two grants totaling $215,009.32 from the Homeland Security Grant Program's (HSGP) State Homeland Security Program (SHSP). SHSP is one of three grant programs that comprise the HSGP. BACKGROUND AND FINDINGS: The HSGP is a federal grant program that is managed by the State, through the office of the Governor, and is administered through the Coastal Bend Council of Governments (CBCOG). The equipment purchased using these grants funds will support local and state efforts to prevent terroristic and catastrophic events and to prepare for the threats and hazards that pose the greatest risk to the security of Texas citizens. Since 2002, the United States Department of Homeland Security has issued grants to the State of Texas, who in turn awards the grants to municipalities through its State Homeland Security Program. The grant funding will be used to purchase one additional response vehicle in the amount of $109,507.75 for the Corpus Christi Police Department's (CCPD) Bomb Squad. The additional response vehicle will be used to transport Bomb Squad personnel and equipment that is used for screening, detection and disposal of improvised explosive devices (IED). CCPD's Bomb Squad is comprised of five members. Currently, CCPD's Bomb Squad has two response vehicles. However, the two current Bomb Squad vehicles do not have the capacity to carry all the gear needed to screen, detect and dispose of IEDs. As a result, the Bomb Squad is forced to use reserve patrol vehicles to transport additional equipment and personnel to an incident. The additional Bomb Squad vehicle will allow CCPD's Bomb Squad to transport all five Bomb Squad personnel and all necessary equipment to an incident without having to use reserve patrol vehicles. This will greatly improve the efficiency and safety of CCPD's Bomb Squad operations. The remaining grant funding of $105,501.57 will be used to purchase one replacement Spartan Robot that will be used by CCPD's Bomb Squad. CCPD currently has three Spartan Robots. The Spartan Robot purchased with these grant funds will replace one of the current Spartan Robots that is 18 years old and non-operational. The Spartan Robots serve as an alternative to sending Bomb Squad personnel into scenes that contain an improvised explosive device (IED). The Spartan Robot is controlled remotely by a bomb squad member and is equipped with cameras and an arm that make it capable of dismantling IEDs. The Spartan Robot's capabilities limit exposure to bomb squad personnel in dangerous areas. Since 2002, the Corpus Christi Fire Department (CCFD) has submitted grant applications to the HSGP on behalf of the CCFD and other City departments. In FY 2024, the City received two grants from the HSGP totaling $181,346.31. The funds were used to purchase anti-terrorism and Special Weapons and Tactics (SWAT) equipment for the Corpus Christi Police Department. ALTERNATIVES: The alternative is to not accept the two grant awards and instead seek alternative funding. However, this funding was not included in the FY 2025 General Fund budget. If the funding is not awarded through this grant, the City will need to identify alternate funding in order to purchase the equipment. FISCAL IMPACT: The FY 2025 fiscal impact is the acceptance of funding in the amount of $215,009.32 and appropriating $215,009.32 into the FY 2025 Fire Grants fund. Funding Detail: Fund: 1062 Fire Grants Organization/Activity: 821275F, 821276F Department Number: 10 Fire Department Project # (CIP Only): N/A Account: 520090 Minor Tools & Equipment 550020 Vehicles & Machinery Amount: $215,009.32 RECOMMENDATION: Staff recommends approval of this ordinance to accept and appropriate two grants totaling $215,009.32 for the purchase of one additional response vehicle and one replacement Spartan Robot for the Corpus Christi Police Department's Bomb Squad, as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance authorizing the acceptance of two grants totaling $215,009.32 from the Texas Office of the Governor—Homeland Security Grant Division for the State Homeland Security Program for equipment to help prevent terrorism and other catastrophic events for public safety such as an additional response vehicle and detection equipment for the Corpus Christi Police Department's Bomb Squad for $215,009.32; and appropriating $215,009.32 in the FY 2025 Fire Grants Fund. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to accept two grants totaling of $215,009.32 from the Texas Office of the Governor Homeland Security Grant Division's Homeland Security Grant Program for $215,009.32 for the purchase of an additional response vehicle and detection equipment to support the Police Department's Bomb Squad to prepare for and to prevent terroristic and catastrophic events. SECTION 2. The City Council designates the Fire Chief as the authorized official. The authorized official may apply for, accept, reject, alter, or terminate the grant. SECTION 3. That $215,009.32 is appropriated in the No. 1062 Fire Grants Fund from the Texas Office of the Governor Homeland Security Grant Division's Homeland Security Grant Program described in Section 1 SECTION 4. In the event of the loss or misuse of these funds, the City of Corpus Christi assures that the funds will be returned to the Officer of the Governor Homeland Security Grants Division in full. SECTION 5. That the 2024-2025 operating budget approved by Ordinance No. 033451 is amended to increase revenues and expenditures. Introduced and voted on the day of , 2024. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary __ r - lip s d. h � � ��.� I' A• Yam• Ck,�pc 1 4u l .. 1 '« ��` � -- - � - - r �d i� a� �G� .f >; I f � 7Exp$ E�i570 �.E � r a se 0 0 PH o AGENDA MEMORANDUM NCORPO0.1¢ First Reading for the City Council Meeting December 3, 2024 ss52 Second Reading for the City Council Meeting December 10, 2024 DATE: December 3, 2024 TO: Peter Zanoni, City Manager FROM: Dr. Fauzia Khan, Director of Public Health FauziaK(o-)-cctexas.com 361-826-7202 STD/HIV-DIS Prevention Services Program Grant from the Department of State Health Services (DSHS) to provide STD/HIV prevention and control services for calendar year 2025 for a grant period of January 1, 2025, through July 31, 2025. CAPTION: Ordinance appropriating $61,372 in the Health Grant Fund for an increase in the STD/HIV-DIS Prevention Services Program Grant from the Department of State Health Services (DSHS) to provide STD/HIV prevention and control services during Calendar Year 2025 for a grant period of January 1, 2025, through July 31, 2025, and authorizing one existing FTE funded by this grant. SUMMARY: The grant award is to be used to provide for personnel costs, supplies, and other expenses to offer STD/HIV services and associated activities related to the STD/HIV-DIS Prevention program within the jurisdiction of the Corpus Christi-Nueces County Public Health District (CCNCPHD). The STD/HIV Prevention Services Grant began on March 1, 2022. This is the fifth amendment to the grant. This amendment extends the contract term for calendar year 2025 for a grant period of January 1, 2025, through July 31, 2025. BACKGROUND AND FINDINGS: The STD/HIV-DIS Prevention Services Program Grant started on March 1, 2022. Since its inception, the contract has undergone five amendments. These amendments have included increases in supplemental funding and the annual renewal of the contract. The total budget for the grant is $61,372. This budget breaks down as follows: $53,108 for personnel costs (including salaries and benefits), $1,066 for travel expenses (covering mileage for field visits to clients), and $7,198 for clinical supplies. The primary purpose of the STD/HIV Prevention Services Grant is to investigate and report new cases of syphilis and HIV to the Texas Department of State Health Services (DSHS). The grant aims to intervene in the spread of syphilis, HIV, chlamydia, and gonorrhea through testing, treatment, and disease investigation. Additionally, it focuses on preventing cases of congenital syphilis by conducting disease reporting, investigation, and intervention. The STD/HIV Prevention Services Grant funds one full-time equivalent employee and specifically serves Nueces, Kleberg, Aransas, Refugio, and San Patricio counties for communicable disease reporting and investigations. An overview of the grant is shown in the following table. Figure 1 STD/HIV-D/S Prevention Services Program Grant History. Time Period Allocated Funding/Budget Notes 3-1-2022 to 8-31-2022 52,604 Original Contract 9-1-2022 to 12-31-2022 52,604 Amendment 1 1-1-2022 to 12-31-2022 72,379 (Supplemental, Amendment 2 one time funding allocation for equipment) 1-1-2023 to 12-31-2023 105,208 Amendment 3 1-1-2024 to 12-31-2024 105,208 Amendment 4 1-1-2025 to 7-31-2025 61,372 Amendment 5 Revised Contract total not-to-exceed Contract amount of$449,375.00 ALTERNATIVES: Refuse the STD/HIV Prevention Services Grant and reduce the ability to investigate new cases of Syphilis and HIV, to intervene in the spread of new cases of syphilis, HIV, chlamydia, and gonorrhea to prevent congenital syphilis. FISCAL IMPACT: No fiscal impact. The grant requires no match. One FTE is 100% grant funded. Funding Detail: Fund: 1066 Health Grants Fund Organization/Activity: 89 Grants & Capital Project Funds/831804F STD/HIV-DIS Prevention Services Grant Department Number: 15 Health Project # (CIP Only): N/A Account: N/A RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Contract HHS001120300007, Amendment 5, STD/HIV-DIS Prevention Services Program Grant Ordinance Certification of Funds Ordinance appropriating $61,372.00 in the Health Grant Fund for an increase in the STD/HIV-DIS Prevention Services Program Grant from the Department of State Health Services (DSHS) to provide STD/HIV prevention and control services for calendar year 2025. WHEREAS, the City Manager or designee (Director of the CCNCPHD) is authorized to execute amendments to the grant contract which extend the contract period or increase or decrease the grant amount; and WHEREAS, the Texas Department of State Health Services has awarded an additional $61,372.00 for Contract No. HHS001120300007 to provide STD/HIV prevention and control services for calendar year 2025. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. Funds in the amount of $61,372.00 are appropriated in the No. 1066 Health Grants Fund to provide STD/HIV prevention and control services for calendar year 2025. SECTION 2. A copy of the executed health grant contract and amendments shall be filed in the office of the City Secretary. Introduced and voted on the day of , 2024. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary DEPARTMENT OF STATE HEALTH SERVICES CONTRACT NO. HHS001120300007 AMENDMENT NO. 5 The DEPARTMENT OF STATE HEALTH SERVICES ("System Agency" or"DSHS"), a pass-through entity, and CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT CITY ("Grantee"), each a "Party" and collectively the "Parties" to that certain grant contract to control and prevent the spread of Sexually Transmitted Diseases (STDs), including Human Immunodeficiency Virus/Acquired Immunodeficiency Syndrome (HIV/AIDS) and viral hepatitis under the STD/HIV-DIS Prevention Services Program, effective March 1, 2022, and denominated DSHS Contract No. HHS001120300007 ("Contract"), as amended, now desire to further amend the Contract. WHEREAS,the Parties desire to extend the Contract term; WHEREAS, DSHS desires to add funds to the Contract for services provided in Calendar Year 2025; and WHEREAS, DSHS desires to update the reporting requirements in the Statement of Work. Now,THEREFORE,the Parties hereby amend and modify the Contract as follows: 1. ARTICLE III,DURATION, of the Contract is amended to reflect a revised termination date of July 31,2025. 2. ARTICLE IV, BUDGET, of the Contract is revised to increase the Contract amount by $61,372.00 for the 2025 Calendar Year,resulting in a revised total not-to-exceed Contract amount of $449,375.00. All expenditures for the 2025 Calendar Year will be in accordance with ATTACHMENT B-5,BUDGET FOR 2025 CALENDAR YEAR. 3. ATTACHMENT A-2,REVISED STATEMENT OF WORK(SEPTEMBER 2023),is deleted in its entirety and replaced with ATTACHMENT A-3, REVISED STATEMENT OF WORK (JANUARY 2025),which is attached to this Amendment and incorporated into and made part of the Contract for all purposes. 4. ATTACHMENT B-5,BUDGET FOR 2025 CALENDAR YEAR, is attached to this Amendment and incorporated into and made part of the Contract for all purposes. 5. ATTACHMENT D-1, HHS CONTRACT AFFIRMATIONS VERSION 2.2, is hereby deleted in its entirety and replaced with ATTACHMENT D-2, HHS CONTRACT AFFIRMATIONS V. 2.3, which is attached to this Amendment and incorporated into and made part of the Contract for all purposes. 6. ATTACHMENT H-2, FFATA CERTIFICATION FORM,is attached to this Amendment and incorporated into and made part of the Contract for all purposes. Grantee is required to complete the certification to meet the federal requirement. 7. This Amendment No. 5 shall be effective on January 1, 2025. P.O. Box 149347 •Austin,Texas 78714-9347• Phone:888-963-7111 • TTY:800-735-2989 • dshs.texas.gov 8. Except as amended and modified by this Amendment No. 5 all terms and conditions of the Contract, as amended, shall remain in full force and effect. 9. Any further revisions to the Contract shall be by written agreement of the Parties. 10. Each Party represents and warrants that the person executing this Amendment No. 5 on its behalf has the full power and authority to enter into the Amendment. SIGNATURE PAGE FOLLOWS DSHS Contract No.HHS001120300007 Page 2 of 19 Amendment No. 5 SIGNATURE PAGE FOR AMENDMENT No. 5 DSHS CONTRACT No.HHS001120300007 DEPARTMENT OF STATE HEALTH SERVICES CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT(CITY) By: By: Printed Name: Printed Name: Title: Title: Date of Signature: Date of Signature: THE FOLLOWING ATTACHMENTS ARE ATTACHED AND INCORPORATED AS PART OF THE CONTRACT: ATTACHMENT A-3: REVISED STATEMENT OF WORK(JANUARY 2025) ATTACHMENT B-5: BUDGET FOR 2025 CALENDAR YEAR ATTACHMENT D-2: HHS CONTRACT AFFIRMATIONS V.2.3 ATTACHMENT H-2: FFATA CERTIFICATION FORM ATTACHMENTS FOLLOW DSHS Contract No.HHS001120300007 Page 3 of 19 Amendment No. 5 ATTACHMENT A-3 REVISED STATEMENT OF WORK(JANUARY 2025) L GRANTEE RESPONSIBILITIES A. Grantee shall conduct programs, as described herein, to control and prevent the spread of Sexually Transmitted Infections (STIs), including human immunodeficiency virus/acquired immunodeficiency syndrome (HIV/AIDS) and viral hepatitis, in accordance with the Centers for Disease Control and Prevention (CDC) STD Program Operations Guidelines, located at: hlt2://www.cdc.gov/std/program/gl-2001.htin. B. Grantee shall perform the following seven (7) core activities: 1. Community and Individual Behavior Change Interventions; 2. Medical and Laboratory Services; 3. Partner Services; 4. Leadership and Program Management; 5. Surveillance and Data Management; 6. Training and Professional Development; and 7. Program Evaluation. C. Grantee shall maintain written program procedures covering the seven (7) core activities. All procedures must be consistent with the requirements of this Contract. D. Grantee shall perform the activities required under this Contract in the service area designated in this Contract. Service area includes the following counties: Refugio, Aransas,Nueces, Kleberg, San Patricio. E. Grantee shall designate one staff member to be a Local Responsible Party (LRP), who will be responsible overall for ensuring the security of the confidential HIV/STI information the Grantee maintains pursuant to this Contract. F. Grantee shall comply with all applicable federal and state policies, standards, and guidelines. The following documents are incorporated into this Contract by reference: 1. DSHS HIV and STD Program Operating Procedures and Standards(POPS), located at: http://www.dshs.texas.gov/hivstd/pops/default.shtm; 2. DSHS TB/HIV/STD and Viral Hepatitis Unit Security Policies and Procedures, located at: hllp://www.dshs.texas.gov/hivstd/policy/securiiy.shtm, 3. CDC STD Program Operations Guidelines, located at: http://www.cdc. og v/std/pro rg am/gl-2001.htm; 4. CDC STD Treatment Guidelines, located at: http://www.cdc.gov/std/treatment/; and 5. DSHS HIV and STD Program Policy Reporting Suspected Abuse and Neglect of Children, located at: hqps://www.dshs.texas.gov/childabusereporting/default.shtm. G. Grantee shall comply with all applicable federal and state regulations and statutes, as amended, which are incorporated by reference, including, but not limited to: DSHS Contract No.HHS001120300007 Page 4 of 19 Amendment No. 5 1. Chapters 81 and 85 of the Texas Health and Safety Code,especially Section 85.085 of the Texas Health and Safety Code (Physician Supervision of Medical Care), which requires that a licensed physician supervise any medical care or procedure provided under a testing program as required by law; 2. Chapter 94 of the Texas Health and Safety Code (relating to Education and Prevention Programs for Hepatitis C); 3. Chapter 98 of the Texas Health and Safety Code (relating to the reporting of Sexually Transmitted Diseases including Human Immunodeficiency Virus); 4. Title 25 Texas Administrative Code (TAC) Chapter 97; and 5. Section 531.02161 of the Texas Government Code, as an update to provision of services, where there is delivery of an in-person service, there must also be an option of that service by telecommunications or through the use of information technology. H. Grantee shall perform all activities in accordance with the terms of this Contract and any subsequent instructions from DSHS. Grantee shall request DSHS written approval before diverting from applicable policies, procedures, and protocols and must update its implementation documentation within forty-eight (48) hours of making approved change(s). Changes must not be implemented unless DSHS written approval is provided to Grantee. L Performance measures will be used to assess, in part, Grantee's effectiveness in providing the services described in this Contract, without waiving the enforceability of any of the other terms of the Contract. J. Grantee shall provide clinical services in accordance with Chapter 12 of DSHS HIV/STD Program POPS for examining, testing, and treating individuals served in public STD clinics. If data indicates that less than 90% of individuals served were examined,tested and/or treated for STD(s)as medically appropriate,within twenty- four (24) hours of seeking services, DSHS may (at its sole discretion) require additional measures be taken by the Grantee to improve that percentage. In that scenario, Grantee must follow those additional measures, and do so according to the timetable mandated by DSHS. K. Grantee shall ensure that individuals seeking STD diagnostic and/or treatment services in public STD clinics are medically managed according to Grantee written protocols and in compliance with DSHS HIV/STD Program POPS, and with CDC STD Treatment Guidelines 2021, as revised. L. Grantee shall ensure that individuals seeking STD diagnostic and/or treatment services in public STD clinics will be referred for Pre-Exposure Prophylaxis/Non- Occupational Post-Exposure Prophylaxis (PrEP/nPEP) services if at increased risk for HIV but currently HIV negative. Individuals to be prioritized for PrEP referrals include: Men who have Sex with Men (MSM) with rectal GC and/or syphilis; individuals who have an HIV+partner; individuals in the social-sexual network of an identified HIV genotype cluster; and others at increased risk for HIV who could benefit from PrEP. M. Grantee shall ensure that individuals seeking STD diagnostic and/or treatment services in public STD clinics,who have been previously diagnosed with HIV and DSHS Contract No.HHS001120300007 Page 5 of 19 Amendment No. 5 have no evidence of care for more than 12 months, be referred to a DIS or other linkage worker to ensure they are re-engaged into HIV medical care. N. Grantee shall explore mechanisms to expand testing and awareness of STDs via home testing and home self-collection kits and self-collection. O. Grantee shall explore mechanisms to use telemedicine or telehealth for individuals seeking STD diagnostic and treatment services and/or PrEP/nPEP services. P. Grantee shall ensure that a complaint process is maintained and posted in the areas where services are provided, in accordance with Chapter 12 (STI Clinical Standards) of the DSHS HIV/STD Program POPS. Q. Grantee shall maintain a staff retention policy. R. Grantee shall provide routine staffing updates for vacant positions, in accordance with DSHS required format and schedule for reporting. S. Grantee shall participate in targeted evaluation activities and other projects as required by DSHS or CDC. T. Grantee shall ensure that the client survey is conducted at a minimum of two (2) times per year for a total of thirty (30) days. The summary of the feedback must be available for review and identified concerns must be addressed within thirty (30) days of the feedback period. U. Grantee shall establish and maintain mutually agreed-upon written procedures with local providers to ensure the provision of partner services in accordance with DSHS HIV/STD Program POPS. The procedures must specify processes (e.g., communication) to facilitate timely partner elicitation by the local health department following the delivery of HIV-positive test results to clients by Grantee. V. Grantee shall establish and maintain mutually agreed-upon written procedures with local agencies who provide services frequently needed by clients seeking HIV/STD services from Grantee in accordance with DSHS HIV/STD Program POPS. The procedures must specify processes(e.g.,communication)to facilitate timely partner elicitation by the local health department following the delivery of HIV-positive test results to clients by Grantee including, but not limited to, the following services: 1. HIV testing and counseling; 2. STD clinical services; 3. Partner services; 4. HIV medical and support services; 5. Substance use treatment services; 6. Harm reduction services; and 7. Mental health services. At a minimum, such procedures must address conditions associated with making and accepting client referrals. If Grantee provides all of the services in Subsections I V 1-7 herein in a specific geographic area, no such agreement is necessary for that area. Grantee shall maintain complete records of all referrals made. These procedures must be finalized and in place within thirty (30) days from the effective date of this Contract. DSHS Contract No.HHS001120300007 Page 6 of 19 Amendment No. 5 W. Grantee shall ensure that performance of activities under this Contract is of a high quality and consistent with all the requirements of this Contract. X. Grantee shall conduct regular assessments of Grantee's performance, including compliance with DSHS Program procedures, policies and guidance, contractual conditions, attainment of performance measures, maintenance of adequate staff, and submission of required data and narrative reports. Failure to comply with stated requirements and contractual conditions may result in the immediate loss of Contract funds at the discretion of DSHS. Y. Grantee shall ensure that all staff designated to provide HIV and/or syphilis screening(s) by collecting blood-based specimens, in both field and clinical settings, complete DSHS-approved training prior to providing such services. Supplemental testing must be collected by venipuncture immediately, on site, after a point-of-care preliminary positive test result. Grantee staff shall offer and perform these tests unless the client refuses. HIV and syphilis specimens may be submitted through the DSHS public health laboratory, or another laboratory designated by the Grantee and approved in advance by DSHS. Z. Grantee shall ensure that all staff designated to deliver all HIV and/or STD results including positive results, in both field and clinical settings, complete DSHS- approved training prior to providing such services. AA. Grantee shall ensure that all staff conducting field work and designated to disclose the reason s/he is contacting persons(e.g., exposure to someone who tested positive for HIV and wanted to ensure s/he had the ability to be tested, positive test results were received from a provider, laboratory, life insurance company, etc.) complete DSHS-approved training prior to providing such services. BB. Grantee shall ensure that staff performing under this Contract deliver all reactive test results within the designated timeframes referenced in the DSHS HIV/STD Program POPS. Grantee staff shall ensure the client understands the infection(s) s/he has tested reactive for, is offered appropriate treatment for his/her infection(s) and is linked to other medical and social resources as appropriate (e.g., HIV testing and counseling; Pre-Exposure Prophylaxis (PrEP); Harm Reduction Services; STD clinical services;partner services;HIV medical and support services; substance use treatment services; and mental health services). CC. Grantee staff operating under this Contract may be reassigned by DSHS or Grantee to respond to Grantee's rapid response efforts or another public health follow-up (PHFU) program's response to address and intervene in the transmission of reportable STDs, HIV and/or other infections. DD. Grantee shall ensure that staff attend training identified by DSHS to respond to activities. The training will include planning, implementation and evaluation of rapid response activities. EE.Grantee shall maintain training records and ensure that staff complete and continue training as required by DSHS. II. PERFORMANCE MEASURES A. Overview. Grantee shall follow the requirements for each of the STD Program Objectives in DSHS HIV and STD POPS, with special emphasis on outcomes DSHS Contract No.HHS001120300007 Page 7 of 19 Amendment No. 5 excerpted below.If the data submitted by Grantee(or otherwise obtained by DSHS) indicates the Grantee's performance does not meet the standards stated in one (1) or more of the objectives, DSHS may (at its sole discretion) require additional measures be taken by the Grantee to improve performance and Grantee must implement these measures according to a timetable directed by DSHS. B. Public Health Follow-Up (PHFU) Program Objectives 1. For Syphilis Objectives: a. Grantee shall ensure that all individuals newly diagnosed with early syphilis are interviewed within three (3) days of assignment. If data indicates less than 80% of individuals newly diagnosed with early syphilis covered by the scope of this Contract are interviewed as described,DSHS may,at its sole discretion,require additional measures be taken by the Grantee to improve that percentage. In that scenario, Grantee must follow those additional measures, and do so according to the timetable mandated by DSHS. "Early syphilis" means all syphilis cases that are determined to be primary, secondary, or early non- primary/non-secondary syphilis. The CDC definition of syphilis is located at: htt2s://ndc.services.cdc.gov/case-definitions/syphilis-2018/. b. Grantee shall achieve a partner index of at least 2.0 for all interviews conducted on individuals newly diagnosed with early syphilis. If data indicates less than a 2.0 partner index for all interviews conducted for early syphilis by Disease Intervention Specialists (DIS), DSHS may (at its sole discretion)require additional measures be taken by the Grantee to improve that percentage. In that scenario, Grantee must follow those additional measures, and do so according to the timetable mandated by DSHS. c. Grantee shall ensure that all partners initiated (partners obtained from the interview/case management process with locating information as outlined by Chapter 9 (Disease Intervention Specialist Performance Standards) of the DSHS HIV/STD Program POPS to attempt notification on early syphilis interviews) are notified of the disease exposure. If data indicates less than .75 partner notification index for all initiated partners,DSHS may,at its sole discretion,require additional measures be taken by the Grantee to improve that percentage. In that scenario, Grantee must follow those additional measures, and do so according to the timetable mandated by DSHS. d. Grantee shall ensure that all partners notified of syphilis exposure are tested and treated for syphilis, including incubating syphilis (disease intervention index). If data indicates less than 60% of notified partners are tested and treated as described, DSHS may (at its sole discretion) require additional measures be taken by the Grantee to improve that percentage. In that scenario, Grantee must follow those additional measures, and do so according to the timetable mandated by DSHS. e. Grantee shall ensure that a treatment index of at least 0.75 is achieved for all interviews conducted on individuals newly diagnosed with early syphilis. If data indicates less than 0.75 treatment index, DSHS may (at DSHS Contract No.HHS001120300007 Page 8 of 19 Amendment No. 5 its sole discretion)require additional measures be taken by the Grantee to improve that percentage. In that scenario, Grantee must follow those additional measures, and do so according to the timetable mandated by DSHS. f. Grantee shall ensure that 80% of pregnant women with syphilis are identified and treated appropriately and timely to prevent congenital syphilis. g. Grantee shall ensure that all infants born to a woman with a history of syphilis in their jurisdiction are investigated and reported within thirty (30) days of receiving report of birth as outlined by DSHS HIV/STI Program POPS, Chapter 23. h. For pregnant women, Grantee shall maintain a procedure to provide technical assistance and guidance for providers and systems of care that ensures testing for syphilis is conducted, at a minimum, at the first prenatal visit, during third trimester, and at delivery as required by Chapter 81, Texas Health and Safety Code, Section 81.090. i. Grantee shall ensure that all women of childbearing age with syphilis have a documented pregnancy status. Grantee shall also ensure that all notified partners who are women of childbearing age have a documented pregnancy status. DSHS may(at its sole discretion)require additional measures be taken by the Grantee to improve performance if data suggest that: 1) less than 90% of women of childbearing age with reactive syphilis labs have a documented pregnancy status; and 2) less than 80% of notified partners who are women of childbearing age have a documented pregnancy status. In this scenario, Grantee must follow those additional measures and do so according to the timetable mandated by DSHS. 2. For HIV Objectives: a. Grantee shall ensure that all individuals newly diagnosed with HIV will be interviewed within seven (7) days in accordance with DSHS HIV/STD Program POPS. If data indicates less than 80%of individuals newly diagnosed with HIV are interviewed as described, DSHS may (at its sole discretion)require additional measures be taken by the Grantee to improve that percentage. In that scenario, Grantee must follow those additional measures, and do so according to the timetable mandated by DSHS. b. Grantee shall ensure that all individuals interviewed who have been newly diagnosed with HIV complete their first HIV medical appointment. If data indicates less than 85% of new HIV-positive clients interviewed complete their first HIV medical appointment, DSHS may (at its sole discretion) require additional measures be taken by the Grantee to improve that percentage. In that scenario, Grantee DSHS Contract No.HHS001120300007 Page 9 of 19 Amendment No. 5 must follow those additional measures, and do so according to the timetable mandated by DSHS. c. Grantee shall achieve a partner index of at least 2.0 for interviews conducted on individuals newly diagnosed with HIV. If data indicates a partner index of less than 2.0 for individuals interviewed by DIS, DSHS may (at its sole discretion) require additional measures be taken by the Grantee to improve that percentage. In that scenario, Grantee must follow those additional measures, and do so according to the timetable mandated by DSHS. d. Grantee shall ensure that all partners initiated (partners obtained from the interview/case management process with enough locating information to attempt notification)on a new HIV interview are notified of the disease exposure. If data indicates less than 0.75 partner notification index, DSHS may (at its sole discretion) require additional measures be taken by the Grantee to improve that percentage. In that scenario, Grantee must follow those additional measures, and do so according to the timetable mandated by DSHS. e. Grantee shall ensure that all partners notified for HIV exposure are tested for HIV. If data indicates less than 60% of the notified partners are tested for HIV, DSHS may (at its sole discretion)require additional measures be taken by Grantee to improve that percentage. In that scenario, Grantee must follow those additional measures, and do so according to the timetable mandated by DSHS. f. Grantee shall ensure that all persons receiving PHFU(initiated partners, those co-infected with a bacterial STD such as syphilis, gonorrhea, and/or chlamydia, and/or individuals in the social-sexual network of an identified HIV genotype cluster) who have been previously diagnosed with HIV and have no evidence of care for more than 12 months are re- engaged to establish HIV medical services. The activities taken to locate the person must be documented in the designated data system. This includes confirmation that the client attended his/her HIV medical care appointment. All the tasks described in this provision must be completed by a Disease Intervention Specialist(DIS). C. STD Surveillance Objectives 1. Grantee shall ensure 95% of the values for age, sex, county, facility type, and specimen collection date are collected for syphilis reporting. 2. Grantee shall ensure 95% of the values for age, sex, county, facility type, specimen collection date, race/ethnicity, gender, sexual orientation, sex of sex partners, pregnancy status, clinical signs/symptoms, HIV status, substance use, treatment received, and date of treatment are collected for primary and secondary syphilis reporting. 3. Grantee shall ensure 75% of syphilis cases have a documented adverse outcome status (possible, likely, verified, no) for neurological, ocular and otic manifestations. DSHS Contract No.HHS001120300007 Page 10 of 19 Amendment No. 5 III. TRAINING REQUIREMENTS A. Grantee shall ensure that staff comply with minimum training requirements of personnel operating under this Contract. Compliance will be monitored by DSHS. B. Grantee shall notify DSHS of completed trainings in the Semiannual Reports referenced in Section VI, Reporting Requirements, herein. C. Grantee shall require their staff to attend and ensure attendance at training, conferences, and meetings as directed by DSHS and described in this Section. D. DIS staff members must: l. Read and acknowledge Chapters 3 (HIV/STI Partner Services and Seropositive Notification) and 9 (Disease Intervention Specialists Performance Standards) of the DSHS HIV/STD Program POPS; 2. Complete DSHS-approved Fundamentals of STD Intervention (FSTDI), including all prerequisites, within six (6)months of employment; 3. Complete DSHS-approved Fundamentals of Counseling and Testing (FCT) or equivalent within six (6) months of employment; 4. Complete training in, and demonstrate knowledge of, the designated database management system; 5. Participate in the HIV Navigation in Texas (HNT) within one (1) year of employment; 6. Complete field specimen collection and phlebotomy training that has been approved by the local health authority or clinical designee within sixty(60)days of employment; 7. Demonstrate phlebotomy and specimen collection skills and competency before field specimen collection and annually thereafter. The Grantee shall maintain records of the completed training(s) and skills competency evaluations; 8. Complete training for all locally sanctioned testing technologies used for specimen collection and processing; 9. If having more than one (1) year of experience, complete additional courses as required by DSHS; and 10. If assigned to complete Congenital Syphilis (CS) Investigations, complete CS trainings as directed by the CS Coordinator. E. First-Line Supervisors (FLS) staff must: 1. Read and acknowledge Chapters 10 (First-Line Supervisors Performance Standards) and 11 (Regional and Local Health Department HIV/STD Program Manager Performance Standards); 2. Complete all training activities which are required for DIS under this Contract, and FLS must also take the next available Texas First-Line Supervisor(TXFLS) training; 3. If new to the jurisdiction,participate in the HIV Navigation in Texas within one (1)year of employment; 4. Attend the DSHS FLS Summit; 5. Attend quarterly DSHS FLS calls; 6. Attend any other required DSHS trainings, as scheduled; and DSHS Contract No.HHS001120300007 Page 11 of 19 Amendment No. 5 7. If assigned to review and approve Congenital Syphilis (CS) Investigations, complete CS trainings as directed by the CS Coordinator. F. Program Manager (PM) staff members must: 1. Read and demonstrate understanding of the following DSHS HIV/STD Program POPS chapters: Chapter 3 (HIV/STI Partner Services and Seropositive Notification), Chapter 9 (Disease Intervention Specialists Performance Standards), Chapter 10 (First-Line Supervisors Performance Standards), and Chapter 11 (Regional and Local Health Department HIV/Program Manager Performance Standards); 2. Complete all training requirements of DIS and FLS; 3. Attend DSHS Leadership Meeting; and 4. Attend monthly DSHS Leadership calls. G. STD Surveillance staff members must: 1. Read and acknowledge Chapter 8 (HIV/STI Surveillance) of DSHS HIV/STD Program POPS; 2. Attend STD Surveillance training, as scheduled by DSHS; 3. Attend STD Surveillance monthly meetings, as scheduled by DSHS; and 4. Attend any other DSHS-required trainings. 5. Upon request DSHS will provide additional recommended trainings and topics for all program staff. IV. CONFIDENTIALITY A. Grantee shall designate and identify a HIPAA Privacy Officer,who is authorized to act on behalf of Grantee and is responsible for the development and implementation of the privacy and security requirements of federal and state privacy laws. B. Grantee shall ensure that its security procedures require that all of its computers and networks meet DSHS security standards, as certified by DSHS IT staff. C. Grantee shall provide a list to DSHS of personnel with access to secured areas and of all identified personnel who have received security training. D. Grantee shall provide a list to DSHS of personnel with access to all network drives where confidential information is stored and of all identified personnel who have received security training. E. Grantee shall ensure that requests for HIV/STD system user account terminations are sent to DSHS within one business day of the identification of need for account termination. F. Grantee shall transfer secure data electronically using the Public Health Information Network. G. Grantee shall maintain a visitors' log for individuals entering the secured areas; this must be reviewed quarterly by the LRP. DSHS Contract No.HHS001120300007 Page 12 of 19 Amendment No. 5 H. Grantee shall verify HIV/STD system user passwords are changed at least every ninety (90)days; this must be verified by the LRP. L Grantee shall ensure that portable devices used to store confidential data are approved by the LRP and encrypted. J. Grantee shall ensure that confidential data and documents are: (1) maintained in a secured area; (2) locked when not in use; (3) not left in plain sight; and (4) shredded before disposal. V. HIV/STD RAPID RESPONSE PLAN A. DSHS will review the proposed Rapid Response Plan and provide guidance to the Grantee. B. Grantee shall develop,update, and submit a local HIV/STD Rapid Response Plan, and submit by February 1 of each year of the Contract to the designated DSHS staff. The plan must include how the Grantee will: 1. Identify responsible parties for planned activities including, but not limited to, response coordinator, activity team lead, collaborative lead, and medical lead; 2. Identify increases in disease or outbreaks; 3. Increase active surveillance; 4. Examine outbreak characteristics; 5. Educate health care providers and the community of disease outbreak (e.g., including signs/symptoms, available resources, disease trends, reporting requirements, testing algorithms, and testing/treatment options); 6. Inform media outlets, as appropriate; 7. Conduct targeted screening efforts including testing in correctional settings (as appropriate); 8. Enhance partner services; 9. Expand clinical access and services(e.g.,increase clinical hours or days of services, employ rapid testing, enhance prophylactic treatment protocols); and 10. Adjust work hours for employees involved in the response to allow staff to work alternate hours or extended hours during response. C. Grantee shall establish and maintain collaborative relationships with local businesses, community clinics, and community-based organizations who serve populations most affected by HIV or other STDs, as well as with appropriate local and institutional individuals and groups (e.g., providers, hospitals, mental health and intellectually disabled facilities, infection control nurses), in order to implement the local Rapid Response Plan. D. Grantee shall continue to enhance their current HIV/STD surveillance system, including, but not limited to, improving reporting of providers and laboratories, and increasing the number of sites that report electronically. E. Grantee shall make all DSHS-directed revisions to the Rapid Response Plan and submit a revised version to the DSHS designated program consultant by the directed deadline. DSHS Contract No.HHS001120300007 Page 13 of 19 Amendment No. 5 F. Grantee shall notify local leadership and key stakeholders of the finalized plan and maintain a copy within the Program. G. Grantee shall comply with the final, DSHS-approved version of the Rapid Response Plan when an outbreak is identified. H. Grantee shall designate program DIS persons to respond to local and statewide rapid response activities when necessary.The identified staff must complete DSHS identified trainings prior to assignment. The number of staff will be as directed by the DSHS Rapid Response Team leader, to conduct disease intervention activities as prescribed in the Grantee's final, approved STD Rapid Response Plan. L Grantee shall participate in, follow guidelines for, and complete HIV cluster response activities for preventing and managing HIV outbreaks according to the Texas Cluster Detection and Response Plan. Grantee will designate staff members to respond to cluster assignments as directed by the Texas Cluster Detection Response Team. VI. REPORTING REQUIREMENTS A. Grantee shall submit reports to DSHS in accordance with the schedule outlined in this section for the corresponding calendar year. B. CALENDAR YEAR 2022 REPORTING: REPORT NAME FREQUENCY PERIOD PERIOD DUE DATE STARTS ENDS Semiannual Report First six (6) 03/01/2022 08/31/2022 09/30/2022 months Semiannual Report Remaining five 09/01/2022 01/31/2023 02/28/2023 (5)months Congenital Syphilis Monthly 03/01/2022 01/31/2023 Due thirty (30)calendar Case Investigation days after period being and Infant Syphilis reported. Control Records Note: This Report is submitted through THISIS and is subject to HIPAA and PHI data requirements. Local Responsible First six (6) 03/01/2022 08/31/2022 09/30/2022 Party (LRP) Report months DSHS Contract No.HHS001120300007 Page 14 of 19 Amendment No. 5 Final LRP Report Remaining five 09/01/2022 01/31/2023 02/28/2023 (5)months Financial Status Biannually 03/01/2022 08/31/2022 09/30/2022 Report(FSR) Final FSR Remaining five 09/01/2022 01/31/2023 03/15/2023 (5)months C. CALENDAR YEAR 2023 REPORTING: REPORT NAME FREQUENCY PERIOD PERIOD DUE DATE STARTS ENDS Semiannual Report First five (5) 02/01/2023 06/30/2023 07/31/2023 months Semiannual Report Remaining six 07/01/2023 12/31/2023 01/31/2024 (6)months Congenital Syphilis Monthly 02/01/2023 12/31/2023 Due thirty (30) Case Investigation calendar days after and Infant Syphilis period being reported. Control Records Note: This Report is submitted through THISIS and is subject to HIPAA and PHI data requirements. Local Responsible First five (5) 02/01/2023 06/30/2023 07/31/2023 Party (LRP) Report months Final LRP Report Remaining six 07/01/2023 12/31/2023 01/31/2024 (6)months Financial Status Biannually 02/01/2023 06/30/2023 07/31/2023 Report(FSR) Final FSR Remaining six 07/01/2023 12/31/2023 02/15/2024 (6)months D. CALENDAR YEAR 2024 REPORTING: REPORT NAME FREQUENCY PERIOD PERIOD DUE DATE BEGIN END Semiannual Report First six (6) 01/01/2024 06/30/2024 08/16/2024 months DSHS Contract No.HHS001120300007 Page 15 of 19 Amendment No. 5 Semiannual Report Remaining six 07/01/2024 12/31/2024 01/31/2025 (6)months Congenital Syphilis Monthly 01/01/2024 12/31/2024 Due thirty (30) calendar days Case Investigation after period being reported. and Infant Syphilis Control Records Note: This Report is submitted electronically and is subject to HIPAA and PHI data requirements. Local Responsible First six (6) 01/01/2024 06/30/2024 07/31/2024 Party Biannual months Security Assessment (LRP) Report Local Responsible Remaining six 07/01/2024 12/31/2024 01/31/2025 Parry Biannual (6)months Security Assessment (LRP) Report Financial Status First six (6) 01/01/2024 06/30/2024 07/31/2024 Report(FSR) months Final FSR Remaining six 07/01/2024 12/31/2024 1/31/2025 (6)months E. CALENDAR YEAR 2025 REPORTING: REPORT NAME FREQUENCY PERIOD PERIOD DUE DATE BEGIN END Closeout Report Once 01/01/2025 07/01/2025 07/31/2025 DSHS Contract No.HHS001120300007 Page 16 of 19 Amendment No. 5 Congenital Syphilis Monthly 01/01/2025 07/31/2025 Due thirty (30) calendar days Case Investigation after period being reported. and Infant Syphilis Control Records Note: This Report is Tracking Sheet submitted electronically and is subject to HIPAA and PHI data requirements. Local Responsible First six (6) 01/01/2025 06/30/2025 07/16/2025 Party Biannual months Security Assessment (LRP) Report Local Responsible Remaining two 07/01/2025 07/31/2025 08/31/2025 Parry Biannual (2)months Security Assessment (LRP) Report Financial Status First six (6) 01/01/2025 06/30/2025 07/31/2025 Report(FSR) months Final FSR Remaining two 07/01/2025 07/31/2025 08/31/2025 (2)months VIL INVOICE AND BUDGET A. Grantee shall submit invoices monthly, on the 30th day of the following month (28th or 29th day if February), or next business day if the 30th day falls on a weekend or holiday, to prevent delays in processing a subsequent month's invoicing. System Agency requires Grantee to submit, on a timely basis, a "zero dollar" invoice for a month in which it did not incur expenses. Grantee shall email invoices and support documentation to invoices2dshs.texas.gov and crosinvoices2dshs.texas.gov simultaneously. Invoices received after the 30th of the month, or the next business day, are subject to denial of payment. B. Unless otherwise directed by System Agency, Grantee shall submit a reimbursement or payment request as a final close-out invoice no later than thirty (30) calendar days following the end of the term of the Contract. Reimbursement or payment requests received after the deadline may not be paid. C. System Agency reserves the right, where allowed by legal authority, to redirect funds in the event of financial shortfalls. DSHS will monitor Grantee's expenditures on a biannual basis. If expenditures are below the Contract amount of the budget year,then, System Agency, in its sole discretion, may reduce the Grantee's budget for the remainder of the Contract term. System Agency may also reduce Grantee's budget if DSHS Contract No.HHS001120300007 Page 17 of 19 Amendment No. 5 Grantee has vacant positions existing for more than ninety (90) consecutive calendar days. D. Grantee will be paid on a cost reimbursement basis and in accordance with the budget for the corresponding year under this Contract. E. Grantee shall maintain an inventory of equipment, supplies,and real property.Grantee shall submit an annual cumulative report on DSHS Grantee's Property Inventory Report to the DSHS Contract Representative and FSOequi]22dshs.texas.gov by email not later than October 15 of each year. Controlled Assets include firearms, regardless of the acquisition cost, and the following assets with an acquisition cost of$500.00 or more, but less than $5,000.00: desktop and laptop computers (including notebooks, tablets and similar devices),non-portable printers and copiers, emergency management equipment, communication devices and systems, medical and laboratory equipment, and media equipment. Controlled Assets do not include a capitalized asset, real property, an improvement to real property, or infrastructure. F. DSHS-approved budget may be revised by Grantee in accordance with the following requirements: 1. For any transfer between budget categories, Grantee shall provide notification of transfer between budget categories by submission of a request for budget change in DSHS-directed format(hereafter the"Budget Change Form")to the DSHS Contract Representative, highlighting the areas affected by the budget transfer and written justification for the transfer request. After DSHS review, the designated DSHS Contract Representative will provide notification of acceptance or rejection to Grantee by email. 2. For transfer of funds between budget categories, other than the `Equipment' and `Indirect Cost' categories, for less than or equal to a cumulative twenty-five (25) percent of the total value of the respective Contract budget period, Grantee shall timely submit the Budget Change Form for DSHS approval. If the revision is approved,then the budget revision is not authorized,and the funds cannot be utilized until an amendment incorporating the change(s)is executed by the Parties. 3. For transfer of funds between budget categories, other than the `Equipment' and `Indirect Cost' categories, that cumulatively exceeds twenty-five(25)percent of the total value of the respective Contract budget period, Grantee shall submit timely written notification to DSHS Contract Representative using the Budget Change Form and request DSHS approval. If the revision is approved, then the budget revision is not authorized, and the funds cannot be utilized until an amendment incorporating the change(s)is executed by the Parties. 4. Any transfer between budget categories that includes `Equipment' and/or `Indirect Cost' categories must be incorporated by amendment. Grantee shall submit timely written notification to DSHS Contract Representative using the Budget Change Form and request DSHS approval. If the revision is approved, then the budget revision is not authorized, and the funds cannot be utilized until an amendment incorporating the change(s)is executed by the Parties. DSHS Contract No.HHS001120300007 Page 18 of 19 Amendment No. 5 ATTACHMENT B-5 BUDGET FOR 2025 CALENDAR YEAR 2025 Calendar Year Budget Category (January 1, 2025, through July 31, 2025) PERSONNEL $37,009.00 FRINGE BENEFITS $16,099.00 TRAVEL $1,066.00 EQUIPMENT $0.00 SUPPLIES $7,198.00 CONTRACTUAL $0.00 OTHER $0.00 TOTAL DIRECT CHARGES $61,372.00 INDIRECT CHARGES $0.00 TOTAL $61,732.00 DSHS Contract No.HHS001120300007 Page 19 of 19 Amendment No. 5 Two Reading Ordinance Ordinance appropriating $61 ,372.00 in the Health Grant Fund for an increase in the STD/HIV-DIS Prevention Services Program Grant from the Department of State Health Services (DSHS) to provide STD/HIV prevention and control services for calendar year 2025 for a grant period of January 1 , 2025, through July 31, 2025. City Council December 3,2024 Background and Summary STD/HIV Prevention Services • The primary purpose of the grant is to: o Investigate and report new cases of Syphilis and HIV to DSHS o Intervene in the spread of new cases of syphilis, HIV, chlamydia, and gonorrhea through testing, treatment, and disease investigation o Prevent cases of congenital syphilis through disease reporting, disease investigation, and disease intervention • Grant Period - January 1 , 2025, to July 31 , 2025 City Council December 3, 2024 Fiscal Impact and Staff Recommendation Fiscal Impact • Total Operating budget is $61 ,372 o There is no fiscal impact. The grant requires no match. o The Grant employes one full time employee, and the position is 100% grant funded. Staff Recommendation: Approval of the two-reading ordinance. City Council December 3,2024 se 0 0 PH o AGENDA MEMORANDUM NCORPO0.1¢ First Reading for the City Council Meeting of December 3, 2024 ss52 Second Reading for the City Council Meeting of December 10, 2024 DATE: December 3, 2024 TO: Peter Zanoni, City Manager FROM: Fauzia Khan, Director of Public Health fauziak@cctexas.com 361-826-7202 Amendment to Grant for the Corpus Christi — Nueces County Public Health District CAPTION: Ordinance appropriating $1,322,471.00 in the Health Grant Fund for an increase in the Infectious Disease Prevention and Control Unit- Grant Program from the Texas Department of State Health Services (DSHS) to provide epidemiologic and surveillance response activities and laboratory response network activities by funding 3 existing FTE Epidemiologist positions through July 31, 2026. SUMMARY: Amendment 5 of the grant has been awarded to the Corpus Christi-Nueces County Public Health District (CCNCPHD) since 2022. This amendment increases the contract by $1,322,471.00 for infectious disease outbreak response activities and revises the Statement of Work. This grant provides for 100% of personnel costs, epidemiological surveillance and response, laboratory costs, supplies, and other expenses for services and associated activities to assist communities impacted by emerging infections and conditions of public health significance within Nueces County. This grant currently funds three existing Epidemiologist positions. BACKGROUND AND FINDINGS: DSHS has awarded additional funding of$1,322,471.00 to provide epidemiologic and surveillance response activities, laboratory response network activities, and enhanced laboratory outbreak response. The amendment to this contract revises the previous statement of work to include that grant-funded laboratory, surveillance, epidemiology, and informatics personnel may work on other respiratory pathogens and syndromes more broadly. The revised Statement of Work will now include other emerging infections and conditions of public health significance. The grant will enable the CCNCPHD to enhance its laboratory, surveillance, informatics, and workforce capacity. Specifically, it will strengthen laboratory testing, advance electronic data exchange in public health laboratories, improve the surveillance and reporting of electronic health data, and utilize laboratory data to enhance investigation, response, and prevention efforts. The grant has provided critical upgrades to our Biological Safety Laboratory 3 In previous fiscal years by replacing an outdated HVAC system. The new HVAC system ensures proper temperature control and consistent negative pressure inside the laboratory — a requirement to maintain our federal clearance and biological laboratory level 3 assignment. The grant has also allowed the purchase of an automated sample testing machine to ensure efficient and expedited mass testing. The machine allows the processing of up to 600 samples a day compared to 40 samples a day that a laboratory technician would manually be limited to test. The laboratory machine will be utilized in accordance with the updated scope. CCNCPHD's actions will adhere to the federal and state guidelines, including following Rider 40 guidance. ALTERNATIVES: Rejection of the grant and discontinue offering services to assist communities disproportionately affected by respiratory pathogens and syndromes. FISCAL IMPACT: This item accepts an additional $1,322,471.00 into the Health Grant Fund. The grant requires no match. All positions are 100% grant-funded. FUNDING DETAIL: Fund: 1066 Health Grants Organization/Activity: 89 Grants & Capital Project Funds / 831861 F Department: 15 Health Project # (CIP Only): Account: RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance Contract No. HHS000812700042 Presentation Ordinance appropriating $1,322,471.00 in the Health Grant Fund for an increase in the Infectious Disease Prevention and Control Unit - COVID (IDCU-COVID) Grant Program from the Texas Department of State Health Services (DSHS) to provide COVID-19 epidemiologic and surveillance response activities and laboratory response network activities for the period September 1, 2022, through July 31, 2026. Whereas, the City Manager or designee (Director of the CCNCPHD) is authorized to execute amendments to the grant contract which extend the contract period or increase or decrease the grant amount; and Whereas, the Texas Department of State Health Services has awarded an additional $1 ,322,471.00 for Contract No. HHS000812700042 to provide funding in support of COVID-19 epidemiologic and surveillance response activities and COVID-19 laboratory response network activities. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. Funds in the amount of$1,322,471.00 are appropriated in Health Grants Fund 1066 for COVID-19 epidemiologic and surveillance response activities and COVID-19 laboratory response network activities for the period of September 1, 2022, through July 31 , 2026. SECTION 2. A copy of the executed health grant contract and amendments shall be filed in the office of the City Secretary. Introduced and voted on the day of , 2024. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary 1 Docusign Envelope ID: E7102F14-FEA6-4540-9A62-FD6FCOC69930 r'R� TEXAS v Texas Department of State Health Services �&. Health and Hurnan Services Jennifer A.Shuford,M.D.,M.P.H. Commissioner Dr. Fauzia Khan Director of Public Health Corpus Christi-Nueces County Public Health District (City) 1702 Horne Road Corpus Christi, Texas 78416 Subject: Contract Number: HHSOOO8127OOO42, Amendment No. 5 Contract Amount: $3,497,097.64 Contract Term: 9/01/2022 - 7/31/2026 Dear Dr. Khan: Enclosed is Amendment No. 5 to the outbreak response contract between the Department of State Health Services and Corpus Christi-Nueces County Public Health District (City). The purpose of this contract is to provide funding for epidemiology, surveillance, and enhanced laboratory outbreak response activities. This amendment increases the contract by $1,322,471.00 for outbreak response activities and revises the Statement of Work. Please let me know if you have any questions or need additional information. Sincerely, Caeli Paradise, CTCM Contract Manager Phone: 512-776-3767 Email: Caeli.Paradise@dshs.texas.aov P.O. Box 149347 •Austin,Texas 78714-9347 • Phone:888-963-7111 • TTY:800-735-2989 • dshs.texas.gov Docusign Envelope ID: E7102F14-FEA6-4540-9A62-FD6FCOC69930 DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No. HHS000812700042 AMENDMENT NO. 5 The DEPARTMENT OF STATE HEALTH SERVICES("SYSTEM AGENCY"or"DSHS") and CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT(CITY) ("GRANTEE"), each a"Party" and collectively referred to as the "Parties" to that certain grant contract for SARS-CoV-2 epidemiology, surveillance, and enhanced laboratory activities effective September 1, 2022, and denominated DSHS Contract No. HHS000812700042 ("Contract"), as amended, now desire to further amend the Contract. WHEREAS, the Parties desire to revise the Statement of Work; and WHEREAS, the Parties desire to revise the Budget to add additional funding for SARS-CoV-2 outbreak response activities. Now,THEREFORE,the Parties amend and modify the Contract as follows: 1. SECTION IV, BUDGET, of the Contract is hereby amended to add $1,322,471.00 to the Contract for the period beginning with the effective date of this Amendment No. 5 and ending July 31, 2026, for SARS-CoV-2 outbreak response activities. The total amount of this Contract will not exceed$3,497,097.64. 2. ATTACHMENT A-1,REVISED STATEMENT OF WORK, is deleted in its entirety and replaced with ATTACHMENT A-4, REVISED STATEMENT OF WORK, which is attached to this Amendment and incorporated as part of the Contract for all purposes. 3. ATTACHMENT B-4, REVISED BUDGET, is deleted in its entirety and replaced with ATTACHMENT B-5, REVISED BUDGET, which is attached to this Amendment and incorporated as part of the Contract for all purposes. All expenditures under the Contract will be in accordance with ATTACHMENT B-5,REVISED BUDGET. 4. ATTACHMENT A-4,REVISED STATEMENT OF WORK is attached to this Amendment No. 5 and incorporated as part of the Contract for all purposes. 5. ATTACHMENT B-5, REVISED BUDGET, is attached to this Amendment No. 5 and incorporated as part of the Contract for all purposes. 6. This Amendment No. 5 shall be effective as of the date last signed below. 7. Except as amended and modified by this Amendment No. 5, all terms and conditions of the Contract, as amended, shall remain in full force and effect. 8. Any further revisions to the Contract shall be by written agreement of the Parties. DSHS Contract No.HHS000812700042 Amendment No. 5 Page 1 of 3 Docusign Envelope ID: E7102F14-FEA6-4540-9A62-FD6FCOC69930 9. Each Party represents and warrants that the person executing this Amendment on its behalf has full power and authority to enter into this Amendment. SIGNATURE PAGE FOLLOWS DSHS Contract No.HHS000812700042 Amendment No. 5 Page 2 of 3 Docusign Envelope ID: E7102F14-FEA6-4540-9A62-FD6FCOC69930 SIGNATURE PAGE FOR AMENDMENT No.5 DSHS CONTRACT No.HHS000812700042 SYSTEM AGENCY GRANTEE By: By: Dr.Fauzia Khan Name: Name: Title: Title: Public Health Director Date of Signature: Date of Signature: DSHS Contract No.HHS000812700042 Amendment No. 5 Page 3 of 3 Docusign Envelope ID: E7102F14-FEA6-4540-9A62-FD6FCOC69930 ATTACHMENT A-4 REVISED STATEMENT OF WORK I. GRANTEE RESPONSIBILITIES Grantee will perform activities as submitted in their DSHS approved budgets for this specific funding Contract period. COVID-funded laboratory, surveillance, epidemiology, and informatics personnel may work on other respiratory pathogens and syndromes more broadly, in addition to SARS-CoV-2 and COVID-19, as long as COVID-19 testing or surveillance is included in the effort. In this Statement of Work where COVID-19 is referenced,it will now include other respiratory pathogens and syndromes. All activities must be listed below to be approved for this funding and any additional activities not listed in the approved budget must be submitted for DSHS consideration and approval. The activities for this Contract funding period are as follows: A. Enhance Laboratory, Surveillance,Informatics and other Workforce Capacity, including: I. Train and hire staff to improve laboratory workforce ability to address issues around laboratory safety, quality management, inventory management, specimen management, diagnostic and surveillance testing and reporting results. 2. Build expertise for healthcare and community outbreak response and infection prevention and control (IPC) among local health departments. 3. Train and hire staff to improve the capacities of the epidemiology and informatics workforce to effectively conduct surveillance and response of COVID-19 and other emerging infections and conditions of public health significance.This should include staff who can address unique cultural needs of those at higher risk for COVID-19. Grantee may not incur COVID-19 contact tracing or contact tracing call center expenditures after 8/31/2021. 4. Build expertise to support management of the COVID-19-related activities within the jurisdiction and integrate into the broader Epidemiology and Laboratory Capacity (ELC) portfolio of activities (e.g., additional leadership, program and project managers, budget staff, etc.). 5. Increase capacity for timely data management,analysis,and reporting for COVID- 19 and other emerging coronavirus and other infections and conditions of public health significance. B. Strengthen Laboratory Testing 1. Establish or expand capacity to test for SARS-CoV-2/COVID-19 quickly, accurately and safely and build infectious disease preparedness for future novel DSHS Contract No.HHS000812700042 Page 1 of 10 Attachment A-4 Docusign Envelope ID: E7102F14-FEA6-4540-9A62-FD6FCOC69930 coronavirus and other events involving other pathogens with potential for broad community spread. a. Develop systems to improve speed and efficiency of specimen submission to clinical and reference laboratories. b. Strengthen ability to rapidly respond to testing(e.g.,nucleic acid amplification test [NAAT], antigen, etc.) as necessary to ensure that optimal utilization of existing and new testing platforms can be supported to help meet increases in testing demand in a timely manner. Laboratory Response Networks (LRNs) and Local Health Departments (LHDs) with laboratories are strongly encouraged to diversify their testing platforms to enable them to pivot depending on reagent and supply availabilities. c. Perform serology testing with an FDA Emergency Use Authorization (EUA) authorized serological assay as appropriate to respond to emerging pandemics in order to conduct surveillance for past infection and monitor community exposure. d. Build local capacity for testing of SARS-CoV-2/COVID-19 including within high-risk settings or in vulnerable populations that reside in their communities. e. Apply laboratory safety methods to ensure worker safety when managing and testing samples that may contain SARS-CoV-2/COVID-19. f. Laboratories and LRNs are encouraged to implement new technologies to meet local needs. g. Augment or add specificity to existing laboratory response plans for future coronavirus and other outbreak responses caused by an infectious disease. Provider must be able to establish a plan to maintain the activity when the funds are no longer available. This is an optional activity. 2. Enhance laboratory testing capacity for SARS-CoV-2/COVID-19 by ensuring public/private laboratory testing providers have access to biosafety resources for SARS-CoV-2 specimen collection and/or testing. C. Advance Electronic Data Exchange at Public Health Labs 1. Enhance and expand laboratory information infrastructure, to improve jurisdictional visibility on laboratory data (tests performed) from all testing sites and enable faster and more complete data exchange and reporting with DSHS. a. Employ a well-functioning Laboratory Information Management System (LIMS) to support efficient data flows within the Public Health Laboratory (PHL) and its partners. This includes expanding existing capacity of the current LIMS to improve data exchange and increase data flows through LIMS maintenance, new configurations/modules, and enhancements. Implement new/replacement LIMS where needed. Note: If implementing new or replacement systems, develop an implementation plan, including appropriate milestones and timeline to completion. Implementation plans will be reviewed and approved for consistency with the activities set forth by DSHS prior to start of implementation. Completion of the implementation plan is DSHS verifying that the submitted electronic laboratory reporting(ELR)feeds DSHS Contract No.HHS000812700042 Page 2 of 10 Attachment A-4 Docusign Envelope ID: E7102F14-FEA6-4540-9A62-FD6FCOC69930 have been successfully processed in National Electronic Disease Surveillance System (NEDSS). b. Ensure ability to administer LIMS. Ensure the ability to configure all tests that are in LIMS, including new tests, EUAs, etc., in a timely manner. Ensure expanding needs for administration and management of LIMS are covered through dedicated staff. c. Interface diagnostic equipment to directly report laboratory results into LIMS. D. Improve Surveillance and Reporting of Electronic Health Data 1. Establish complete, up-to-date, timely reporting to DSHS of outbreaks and unusual expression of disease (e.g., multi-system inflammatory syndrome, acute flaccid myelitis, etc.) due to COVID-19 and other emerging infections which impact conditions of public health significance by: a. Establishing or enhancing community-based surveillance, including surveillance of vulnerable populations, individuals without severe illness, those with recent travel to high-risk locations, or who are contacts to known cases; and b. Monitoring changes to activity trends (weekly, possibly daily) of COVID-19 and other conditions of public health significance at the county or Zip code level to inform community mitigation strategies. 2. Establish additional and ongoing surveillance methods(e.g., sentinel surveillance) for COVID-19 and other conditions of public health significance. 3. At the health department, enhance capacity to work with testing facilities to onboard and improve ELR, including to receive data from new or non-traditional testing settings.Use alternative data flows(e.g.,reporting portals) and file formats (e.g., CSV or XLS)to help automate where appropriate. 4. Improve understanding of capacity, resources, and patient impact at healthcare facilities through electronic reporting. a. Expand reporting facility capacity, resources, and patient impact information, such as patients admitted and hospitalized,in an electronic, machine-readable, as well as human-readable, visual and tabular manner, to achieve 100% coverage in jurisdiction and include daily data from all acute care, long-term care, and ambulatory care settings. Use this data to monitor facilities with confirmed cases of SARS-CoV-2/COVID-19 infection or with COVID-like illness among staff or residents and facilities at high risk of acquiring SARS- CoV-2/COVID-19 cases and COVID-like illness among staff or residents. b. Increase Admit, Discharge, Transfer (ADT) messaging and use to achieve comprehensive surveillance of emergency room visits, hospital admissions, facility and department transfers, and discharges to provide an early warning signal, to monitor the impact on hospitals, and to understand the growth of serious cases requiring admission. DSHS Contract No.HHS000812700042 Page 3 of 10 Attachment A-4 Docusign Envelope ID: E7102F14-FEA6-4540-9A62-FD6FCOC69930 c. Track and send Emergency Department and outpatient visits for coronavirus (COVID)-like illness, as well as other illnesses, to Texas Syndromic Surveillance System (TxS2). 5. Establish or improve systems to ensure complete, accurate and timely data transmission that allows for automated transmission of data to DSHS in a machine- readable format. Note: Use of an existing DSHS system is preferred. If implementing new or replacement systems, develop an implementation plan, including the process for automatic transmission of data to DSHS in a machine-readable format, appropriate milestones and timeline to completion. Implementation plans will be reviewed and approved for consistency with the activities set forth by DSHS prior to start of implementation. a. In the event of a COVID-19-associated outbreak, a local health department should notify DSHS of the outbreak as soon as possible, by calling 512-776- 7676 or emailing EAIDU-Coronavirus&dshs.texas.gov. b. In the event of a COVID-19-associated outbreak, a DSHS Respiratory Outbreak Form along with a line listing of cases, if possible, should be completed and submitted to EAIDU within seven days of outbreak resolution via EAIDU-Coronavirus(a�,dshs.texas.gov or by fax at 512-776-7616. c. Establish these systems in such a manner that they may be used on an ongoing basis for surveillance of, and reporting on, routine and other threats to the public health and conditions of public health significance. E. Use Laboratory Data to Enhance Investigation, Response and Prevention 1. Use laboratory data to initiate and conduct outbreak and/or unusual expression of disease investigation and public health follow-up activities and implement containment measures. a. Conduct necessary outbreak investigation and public health follow-up activities. Activities may include traditional case investigation for cases associated with an outbreak and public health follow-up activities and/or proximity/location-based methods, as well as methods adapted for healthcare facilities, employers, elementary and secondary schools, childcare facilities, institutions of higher education or in other settings. Data must be entered into the DSHS data system in accordance with DSHS published guidance. Grantee may not incur COVID-19 contact tracing or contact tracing call center expenditures beyond 8/31/2021. b. Utilize tools (e.g., geographic information systems and methods)that assist in the rapid mapping and tracking of disease cases for timely and effective epidemic monitoring and response,incorporating laboratory testing results and other data sources. c. Assist in identifying facilities that are not submitting data through ELR. Provide these facilities with information on the ELR onboarding process and the appropriate contact information of DSHS team who can onboard the DSHS Contract No.HHS000812700042 Page 4 of 10 Attachment A-4 Docusign Envelope ID: E7102F14-FEA6-4540-9A62-FD6FCOC69930 facility to have their data be reported electronically and no longer sent by fax. Also provide the names of these facilities to the DSHS team. 2. Identify cases associated with an outbreak, and exposure to COVID-19 in high- risk settings or within populations at increased risk of severe illness or death to target mitigation strategies and referral for therapies (for example, monoclonal antibodies)to prevent hospitalization. a. Assess and monitor infections in healthcare workers across the healthcare spectrum. b. Monitor cases associated with an outbreak, and exposure to COVID-19 to identify need for targeted mitigation strategies to isolate and prevent further spread within high-risk healthcare facilities (e.g., hospitals, dialysis clinics, cancer clinics,nursing homes, other long-term care facilities, etc.). c. Monitor cases associated with an outbreak, and exposure to COVID-19 to identify need for targeted mitigation strategies to isolate and prevent further spread within high-risk occupational settings (e.g., meat processing facilities) and congregate living settings (e.g., correctional facilities, prisons, youth homes, shelters). d. Work with DSHS to build capacity for reporting, rapid containment and prevention of SARS-CoV-2/COVID-19 within high-risk settings or in vulnerable populations that reside in their communities. e. Jurisdictions should ensure systems are in place to link test results to relevant public health strategies, including prevention and treatment. Note: Utilization of an existing DSHS system is preferred. If implementing new or replacement systems, develop an implementation plan,including the process for automatic transmission of data to DSHS in a machine-readable format, appropriate milestones and timeline to completion. Implementation plans will be reviewed and approved for consistency with the activities set forth by DSHS prior to start of implementation. 3. Implement prevention strategies in high-risk settings or within vulnerable populations (including tribal nations as appropriate), Note: These additional resources are intended to be directed toward testing, outbreak investigation and public health follow-up activities, surveillance, containment, and mitigation, including support for workforce, epidemiology, use by employers, elementary and secondary schools, childcare facilities, institutions of higher education, long-term care facilities, or in other settings, scale-up of testing by public health, academic, commercial, and hospital laboratories, and community-based testing sites,mobile testing units,healthcare facilities, and other entities engaged in COVID-19 testing, and other related activities related to COVID-19 testing, case investigation and public health follow-up activities, surveillance, containment, and mitigation which may include interstate compacts or other mutual aid agreements for such purposes. DSHS Contract No.HHS000812700042 Page 5 of 10 Attachment A-4 Docusign Envelope ID: E7102F14-FEA6-4540-9A62-FD6FCOC69930 a. Build capacity for infection prevention and control in long-term care facilities (LTCFs) (e.g., at least one Infection Preventionist [IP] for every facility) and outpatient settings. i. Build capacity for LTCFs to safely care for infected and exposed residents of LTCFs and other congregate settings. ii. Assist with enrollment of all LTCFs into CDC's National Healthcare Safety Network(NHSN) at https://www.cdc.gov/nhsn/ltc/enroll.html. b. Build capacity for infection prevention and control in elementary and secondary schools, childcare facilities, and/or institutions of higher education. c. Increase Infection Prevention and Control (IPC) assessment capacity on site using tele-ICAR. d. Perform preparedness assessment to ensure interventions are in place to protect high-risk populations. e. Coordinate as appropriate with federally funded entities responsible for providing health services to higher-risk populations (e.g., tribal nations and federally qualified health centers). F. Work with healthcare system to manage and monitor system capacity. 1. Assess and monitor the number and availability of critical care staff, necessary personal protective equipment (PPE) and potentially life-saving medical equipment, as well as access to testing services. 2. Leverage NHSN data to monitor healthcare worker staffing, Patient Impact, Hospital Capacity, and healthcare supplies (PPE, PAPRs, ventilators, etc.). Grantee will request access to the NHSN database within thirty (30) days of the execution of this Contract or within thirty (30) days of hire for the position completing the data entry. Upon access approval, Grantee will review available NHSN data(at least monthly)to assess gaps in the healthcare system. G. Improve understanding of jurisdictional communities with respect to COVID-19 risk. Grantee must build an understanding of population density and high-risk population density (i.e., population of >65 yrs., proportion of population with underlying conditions, households with limited English fluency, healthcare-seeking behavior, populations without insurance and those below poverty level). H. Submit a quarterly report on the report template to be provided by DSHS. Quarterly reports are due on or before the 15t' of the month following the end of the quarter. Each report must contain a summary of activities that occurred during the preceding quarter for each activity listed above in Section I, Subsections A through G. Submit quarterly reports by electronic mail to COVID.Contracts(2dshs.texas.gov. The email "Subject Line" and the name of the attached file for all reports should be clearly identified with the Grantee's Name, Contract Number, IDCU/COVID and the quarter the report covers. I. May use funds to pay pre-award costs which date back to January 20, 2020, that are directly related to the COVID-19 outbreak response. All pre-award costs must be approved in writing by DSHS. DSHS Contract No.HHS000812700042 Page 6 of 10 Attachment A-4 Docusign Envelope ID: E7102F14-FEA6-4540-9A62-FD6FCOC69930 J. Not use funds for research, clinical care, fundraising activities, construction or major renovations, to supplant existing state or federal funds for activities, or funding an award to another party or provider who is ineligible. In addition, funds are not used to advertise or to promote COVID-19 vaccinations. Other than normal and recognized executive-legislative relationships, no funds may be used for: 1. Publicity or propaganda purposes, for the preparation, distribution, or use of any material designed to support or defeat the enactment of legislation before any legislative body; 2. The salary or expenses of any grant or contract recipient, or agent acting for such recipient,related to any activity designed to influence the enactment of legislation, appropriations, regulation, administrative act or Executive order proposed or pending before any legislative body; 3. New incentive requests, new requests to purchase vehicles, furniture, and new requests for construction will no longer be supported. The allowance of these purchases was uniquely given during the pandemic,but they are not allowed under routine operations; and 4. Grantee shall ensure funds are not used to advertise or to promote COVID-19 vaccinations. K. Controlled Assets include firearms, regardless of the acquisition cost, and the following assets with an acquisition cost of $500 or more, but less than $5,000: desktop and laptop computers (including notebooks,tablets and similar devices),non- portable printers and copiers, emergency management equipment, communication devices and systems, medical and laboratory equipment, and media equipment. Controlled Assets are considered Supplies. L. Grantee shall maintain an inventory of equipment, supplies defined as Controlled Assets, and real property. Grantee shall submit an annual cumulative report on DSHS Grantee's Property Inventory Report to the DSHS Contract Representative and FSOequipgdshs.texas.gov by email not later than October 15 of each year. M. DSHS funds must not be used to purchase buildings or real property without prior written approval from DSHS. Any costs related to the initial acquisition of the buildings or real property are not allowable without written pre-approval. N. At the expiration or termination of this Contact for any reason, title to any remaining equipment and supplies purchased with funds under this Contract reverts to DSHS. Title may be transferred to any other party designated by DSHS. DSHS may, at its option and to the extent allowed by law, transfer the reversionary interest to such property to Grantee. O. DSHS-approved budget may be revised by Grantee in accordance with the following requirements: DSHS Contract No.HHS000812700042 Page 7 of 10 Attachment A-4 Docusign Envelope ID: E7102F14-FEA6-4540-9A62-FD6FCOC69930 1. For any transfer between budget categories, Grantee shall provide notification of transfer between budget categories by submission of a revised Categorical Budget Form to the DSHS Contract Representative,highlighting the areas affected by the budget transfer and written justification for the transfer request. After DSHS review, the designated DSHS Contract Representative will provide notification of acceptance or rejection to Grantee by email. 2. For transfer of funds between direct budget categories, other than the `Equipment' and `Indirect Cost' categories, for less than or equal to a cumulative twenty-five (25) percent of the total value of the respective Contract budget period, Grantee shall submit timely written notification to DSHS Contract Representative using the Revised Budget Form and request DSHS approval. If approved, DSHS Contract Representative will provide notification of acceptance to Grantee by email, upon receipt of which, the revised budget will be incorporated into the Contract. 3. For transfer of funds between direct budget categories, other than the `Equipment' and `Indirect Cost' categories, that cumulatively exceeds twenty-five (25)percent of the total value of the respective Contract budget period, Grantee shall submit timely written notification to DSHS Contract Representative using the Revised Budget Form and request DSHS approval. If the revision is approved, the budget revision is not authorized, and the funds cannot be utilized, until an amendment is executed by the Parties. 4. Any transfer between budget categories that includes `Equipment' and/or` Indirect Cost' categories must be incorporated by amendment. Grantee shall submit timely written notification to DSHS Contract Representative using the Revised Budget Form and request DSHS approval. If the revision is approved,the budget revision is not authorized, and the funds cannot be utilized,until an amendment is executed by the Parties. IL PERFORMANCE MEASURES The System Agency will monitor the Grantee's performance of the requirements in Attachment A-4 and compliance with the Contract's terms and conditions. IILINVOICE AND PAYMENT A. Grantee shall submit to DSHS a monthly detailed and accurate invoice describing the services performed in completion of the responsibilities outlined in this Statement of Work. Invoices and supporting documentation must be submitted to DSHS in accordance with Table 1, Invoice Submission Schedule. B. Grantee shall request payments monthly using the State of Texas Purchase Voucher (Form B-13). Invoices and supporting documentation must be submitted monthly to prevent delays in subsequent months. Grantees that do not incur expenses within a month are required to submit a"zero dollar"invoice on a monthly basis. Grantee must DSHS Contract No.HHS000812700042 Page 8 of 10 Attachment A-4 Docusign Envelope ID: E7102F14-FEA6-4540-9A62-FD6FCOC69930 submit a final close-out invoice. Invoices received more than thirty (30) days after each fiscal year are subject to denial of payment. Invoices and all supporting documentation must be submitted by mail, fax, or email. 1. If by mail, Grantee shall submit to: Department of State Health Services Claims Processing Unit, MC 1940 P.O. Box 149347 Austin, TX 78714-9347 2. If by fax, Grantee shall submit to (512) 458-7442. 3. If by email, Grantee shall submit to invoices(? dshs.texas.gov and CMSInvoices@dshs.texas.gov. Failure to submit required information may result in delay of payment or return of invoice. Billing invoices must be legible. Illegible or incomplete invoices which cannot be verified will be disallowed for payment. Table 1: Invoice Submission Schedule Period Covered Due Date September Ist through September October 31st 30th October 1 st through October 31 st November 30th November 1st through November December 31st 30th December 1 st through December 31 st January 31 st January 1 st through January 31 st February 28th (or February 29th in leap year) February Istthrough February 28th March 31st or February 29th in leap year) March 1st through March 31st Aril 30th A riI 1st through April 30th May 31st May 1 st through May 31 st June 30th June 1 st through June 30th July 31 st July 1 st through July 31 st August 31 st August 1st through August 31st September 30th Final Close-out Invoice Due Date August 1st through August 31st September 30th C. Grantee shall submit the Financial Status Report(FSR-269A)twice per fiscal year as outlined in Table 2,FSR Submission Schedule. Grantee shall email the FSR-269A to the following email addresses: FSRgrants@dshs.texas.gov and CMSInvoices@dshs.texas.gov. Grantee shall submit the final financial status report no later than thirty (30) days following the end of the Contract term. DSHS Contract No.HHS000812700042 Page 9 of 10 Attachment A-4 Docusign Envelope ID: E7102F14-FEA6-4540-9A62-FD6FCOC69930 Table 2: FSR Submission Schedule Period Covered Due Date September 1st through February March 31st 28th or February 29th in leap year) Final Financial Status Report March lst through August 31st September 30th D. Grantee will be paid on a cost reimbursement basis and in accordance with the budget for the corresponding year under this Contract. DSHS Contract No.HHS000812700042 Page 10 of 10 Attachment A-4 Docusign Envelope ID: E7102F14-FEA6-4540-9A62-FD6FCOC69930 ATTACHMENT B-5 REVISED BUDGET Categorical Epi LRN PPP LRN LRN SPHL LRN CORE Budget Expansion Funding Expansion Funding A2 Funding Funding Funding Budget Expires Expires Expires Expires Expires Contract July 31, July 31, July 31, July 31, Period July 31,2026 Total 2026 2026 2026 2023 Personnel $1,188,000.00 $0.00 $0.00 $0.00 $0.00 $1,188,000.00 Fringe $536,461.00 $0.00 $0.00 $0.00 $0.00 $536,461.00 Benefits Travel $8,275.00 $0.00 $0.00 $0.00 $0.00 $8,275.00 Equipment $274,196.00 $1,741.68 $60,133.00 $115,000.00 $98,679.00 $549,749.68 Supplies $303,408.64 $0.00 $96,302.32 $0.00 $0.00 $399,710.96 Contractual $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Other $609,207.00 $0.00 $133,468.00 $10,000.00 $62,226.00 $814,901.00 Total Direct $2,919,547.64 $1,741.68 $289,903.32 $125,000.00 $160,905.00 $3,497,097.64 Indirect $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Charges Total $2,919,547.64 $1,741.68 $289,903.32 $125,000.00 $160,905.00 $3,497,097.64 DSHS Contract No.HHS000812700042 Page 1 of 1 Attachment B-5 DocuSign Certificate Of Completion Envelope Id: E7102Fl4FEA645409A62FD6FCOC69930 Status: Sent Subject: Please DocuSign: HHS000812700042 Corpus Christi IDCU A-5 Source Envelope: Document Pages: 15 Signatures: 0 Envelope Originator: Certificate Pages:2 Initials: 0 CMS Internal Routing Mailbox AutoNav: Enabled 11493 Sunset Hills Road Envelopeld Stamping: Enabled #100 Time Zone: (UTC-06:00)Central Time(US&Canada) Reston,VA 20190 CMS.InternalRouting@dshs.texas.gov IP Address: 167.137.1.16 Record Tracking Status: Original Holder: CMS Internal Routing Mailbox Location: DocuSign 7/17/2024 3:39:55 PM CMS.InternalRouting@dshs.texas.gov Signer Events Signature Timestamp Dr. Fauzia Khan Sent:7/17/2024 3:46:20 PM fauziak@cctexas.com Viewed: 7/17/2024 3:57:59 PM Public Health Director Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Susana Garcia Susana.Garcia@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Patty Melchior Patty.MeIchior@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Kirk Cole Kirk.Cole@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Carbon Copy Events Status Timestamp Leticia Varela � Sent:7/17/2024 3:46:19 PM leticiav@cctexas.com COPED Viewed: 7/17/2024 3:50:42 PM Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign CMS Internal Routing Mailbox CMS.InternalRouting@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Michelle Hilscher michelle.hilscher@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Caeli Paradise caeli.paradise@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 7/17/2024 3:46:20 PM Payment Events Status Timestamps Ordinance Ordinance appropriating $1 ,322,471 .00 in the Health Grant Fund for an increase in the Infectious Disease Prevention and Control Unit - COVID (IDCU-COVID) Grant Program from the Texas Department of State Health Services (DSHS) to provide COVID-19 epidemiologic and surveillance response activities and laboratory response network activities for the period September 1 , 2022, through July 31 , 2026. City Council December 3,2024 Background and Summary IDCU-COVID Amendement No. 5: • The Texas Department of State Health Services ("DSHS") has awarded additional funding in the amount of $1 ,322,471 .00 to provide epidemiologic and surveillance response activities, laboratory response network activities, and enhanced laboratory outbreak response activities in the IDCU-COVID grant. • Statement of Work has been revised where COVID-19 is referenced, to now include other respiratory pathogens and syndromes. • Any actions taken by the CCNCPHD will adhere to the most current federal and state guidelines, which include following Rider 40 guidance. • Contract period September 1 , 2022, through July 31 , 2026. City Council December 3,2024 Background and Summary IDCU-COVID Amendement No. 5 Continued: The grant will allow the CCNCPHD to: • Enhance Laboratory, Surveillance, Informatics and other Workforce Capacity • Strengthen Laboratory Testing • Advance Electronic Data Exchange at Public Health Labs • Improve Surveillance and Reporting of Electronic Health Data; and • Use Laboratory Data to Enhance Investigation, Response and Prevention The grant does not support: • Marketing funds for COVID-19 vaccines • Funding to purchase COVID-19 vaccines • Funding to purchase COVID-19 Vaccine supplies City Council December 3, 2024 Fiscal Impact and Staff Recommendation Fiscal impact Amendment No. 5 increases contract by $1 ,322,471 .00 for outbreak response activities. • This grant currently provides funding for 3 FTE positions. o Epidemiologists (3) Total Contract value is $3,497,097.64 Staff Recommendation: Approval of the two-reading ordinance. City Council December 3,2024 Q,yvs c.�r 4 v AGENDA MEMORANDUM NLogPgRp�o First Reading Ordinance for the City Council Meeting December 3, 2024 Ts52 Second Reading Ordinance for the City Council Meeting December 10, 2024 DATE: December 3, 2024 TO: Peter Zanoni, City Manager FROM: Kevin Smith, Director of Aviation Kevi n S4(a)cctexas.co m (361) 826-3232 Ordinance authorizing a three-year lease agreement with American Airlines, Southwest Airlines, and United Airlines CAPTION: Ordinance authorizing three Airline Use and Lease Agreements with (1) United Airlines, (2) Southwest Airlines, and (3) American Airlines, each of which has a three-year term with a mutual agreement option to renew for a period of two two-year options. (6 votes required) SUMMARY: American Airlines, Southwest Airlines, and United Airlines currently operate out of Corpus Christi International Airport (CCIA). A Signatory Airline Use and Lease agreement (AULA) is required to outline the terms and conditions as well as setting rates and charges for operating commercial air service at CCIA. In addition, the AULA also identifies the roles and responsibilities for both the airlines and the airport. BACKGROUND AND FINDINGS: The 2017 Airline Use and Lease Agreement between the City of Corpus Christi / Corpus Christi International Airport (CCIA) and American, Southwest and United Airlines expired on September 30, 2022. Negotiations began in September 2021 with the expressed intent to have a new agreement in place by October 1, 2022. As a result of changes within airline personnel, pandemic recovery efforts, internal review processes and new terms and conditions, the finalization of an agreement was significantly delayed until September 30, 2024. The current agreement includes a "hold-over" provision that ensure the continuation of operations until a new agreement is executed. Negotiation sessions included Airport Senior Staff, City Attorney Staff, and DKMG Consulting Services ("Airport Team") resulting in a successfully negotiated a new three- year agreement with the three airlines serving CCIA. The agreement includes revisions and exhibit modifications that will benefit the airlines and CCIA over the next few years. The following information is a brief recap of the major provisions/revisions within the agreement: 1 . Cost Recovery Financial Model Includes a new rates and charges model based on total operational costs and funding required from the airlines for the use of airport facilities. This model ensures proper allocation for each airline and sets controls for airport operational cost recovery. RATES&FEES CURRENT Ticket Counter, Queuing, Office, Gate Lounge, Storage $ 7.481 $ 7.861 $ 0.38 GSE-Ground Service Equipment $ 0.11 $ - $ (0.11) Apron at Gates $ 0.11 $ - $ (0.11) *Fixed rent based on square footage dlocation Baggage O ai m $ 7.48 $ 7.86 $ 0.38 Security Check Point $ 7.48 $ 7.86 $ 0.38 Landing Fee $ 2.87 $ 2.54 $ (0.33) Gate Use Fee $ 175.42 $ 152.06 $ (23.36) Remain Overnight Fee $ 175.42 $ 180.00 $ 4.58 *Fixed rates based on airline activity 2. Residual Terminal Cost Center The methodology for determining rental rates to ensure that common use space (baggage claim and security) costs to operate and maintain areas are recovered by market cost sharing paid for by the airlines. 3. Revenue Share Control At the discretion of the Airport Director, periodic reviews during each fiscal year to determine if the airport operating budget and revenues generated through non-airline activities allow for airline rate adjustments to reduce the Cost Per Enplanement (CPE). This effort and subsequent adjustments will contribute to on-going Air Service Development initiatives for CCIA. 4. Term Flexibility The airport identifies a (3) year initial term and (2) two-year option period structure that allows flexibility for the airport to modify or renegotiate the agreement if a new entrant's incentives expire and the need for a different methodology consideration. CCIA leadership continues to work on additional service level plans with current carriers and potential new airline entrants. As the airline environment continues to evolve, CCIA will continue to explore terms and conditions that will benefit our community, customers and business partners. ALTERNATIVES: There are currently no alternatives. FISCAL IMPACT: The airlines pay an estimated $3.2M annually, which equates to approximately 30% of the total revenue for the airport. FUNDING DETAIL: Fund: 4610 Organization/Activity: 35000 Department: 53 Project # (CIP Only): N/A Account: 320000, 320007, 320010, 320011, 320020 RECOMMENDATION: City staff recommends approval of this action item. LIST OF SUPPORTING DOCUMENTS: Ordinance Lease Agreement with Exhibits Ordinance authorizing three Airline Use and Lease Agreements with (1) United Airlines, (2) Southwest Airlines, and (3) American Airlines, each of which has a three-year term with a mutual agreement option to renew for a period of two (2) two-year options. (6 votes required) BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager is authorized to execute three Airline Use and Lease Agreements with (1) United Airlines, (2) Southwest Airlines, and (3) American Airlines, each of which has a three-year term and two two-year options, and the agreements are ratified to be effective for all intents and purposes as of November 1, 2024. SECTION 2. If for any reason any section, paragraph, subdivision, clause, phrase, or word of this ordinance is held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, or word of this ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, or word of this ordinance be given full force and effect for its purpose. Introduced and voted on the day of , 2024. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary Signatory Airline Use and Lease Agreement For Corpus Christi International Airport BY AND BETWEEN THE CITY OF CORPUS CHRISTI AND NOVEMBER 1, 2024 TABLE OF CONTENTS ARTICLE 1: DEFINITIONS........................................................................................... 2 ARTICLE 2: EFFECTIVE DATE ................................................................................... 9 ARTICLE3: TERM........................................................................................................ 9 ARTICLE 4: PREMISES ............................................................................................. 10 ARTICLE 5: USE, OPERATION AND MAINTENANCE OF THE AIRPORT AND RELATED FACILITIES .................................................................................................. 13 ARTICLE 6: CAPITAL IMPROVEMENTS................................................................... 23 ARTICLE 7: RENTALS, FEES, AND CHARGES ....................................................... 24 ARTICLE 8: CHANGES IN RATES FOR RENTALS, FEES, AND CHARGES .......... 34 ARTICLE 9: AIRLINE IMPROVEMENTS.................................................................... 37 ARTICLE 10: DAMAGE OR DESTRUCTION................................................................ 39 ARTICLE 11: INDEMNIFICATION AND INSURANCE.................................................. 42 ARTICLE 12: TERMINATION BY CITY......................................................................... 45 ARTICLE 13: TERMINATION BY AIRLINE ................................................................... 49 ARTICLE 14: SURRENDER OF AIRLINE PREMISES ................................................. 50 ARTICLE 15: ASSIGNMENT AND SUBLETTING AGREEMENTS............................... 51 ARTICLE 16: AVAILABILITY OF ADEQUATE FACILITIES .......................................... 53 ARTICLE 17: GOVERNMENT INCLUSION .................................................................. 55 ARTICLE 18: GENERAL PROVISIONS ........................................................................ 57 LIST OF EXHIBITS A Commercial Airline Lease B Leased Premises —ATO, Ticket Counter, Queuing and Operations C Terminal First & Second Floors D GSE Storage & Terminal Apron E Designation of Responsibilities O&M F Terminal Operations Manual G Rates & Fee Schedule H Airport Capital Improvement Plan J Federal Non-Discrimination Provisions K Master Bond Indenture L Monthly Activity Report THIS AGREEMENT is made and entered into by and between the City of Corpus Christi, a municipal corporation and political subdivision of the state of Texas, hereinafter referred to as "City," and , Inc, a corporation organized and existing under the laws of the state of Delaware and authorized to do business in the state of Texas, hereinafter referred to as "Airline." WHEREAS, City is the owner of the Corpus Christi International Airport, located in Corpus Christi, Texas, hereinafter referred to as the "Airport"; WHEREAS, City is responsible for the operation, maintenance and improvement of the Airport; WHEREAS, City has the right to lease and license the use of property and facilities on the Airport and has full power and authority to enter into this Signatory Airline Use and Lease Agreement, hereinafter referred to as "Agreement"; and WHEREAS, Airline is a corporation primarily engaged in the business of scheduled transportation by air of persons, property, mail and/or cargo; WHEREAS, Airline desires to obtain certain rights and privileges in connection with the use of the Airport and its facilities, and City is willing to grant and lease the same to Airline upon the terms and conditions hereinafter stated; and WHEREAS, the intent of the parties hereto is to enter into an agreement which will more definitively specify the rights and obligations of the parties with respect to the operation of the Airport by City and the use and occupancy of the Airport by Airline, and this Agreement is responsive to and in accordance with that intent; and WHEREAS, this Agreement is intended to be a multilateral agreement, to be signed in substantially similar form by other Signatory Airlines, as defined herein, and to provide non-discriminatory access to the Airport but is intended to differ in the premises to be leased and facilities to be used by each Signatory Airline; 1 NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, City and Airline do hereby mutually undertake, promise and agree, each for itself and its successors and assigns, as follows: ARTICLE 1: DEFINITIONS The following words, terms and phrases wherever used in this Agreement shall for the purposes of this Agreement have the following meanings: Affiliate Airline (or "Affiliate") means any Air Transportation Company that (i) operates flights under the designator code of an Airline, as designated in writing by Airline from time to time; (ii) operates under essentially the same trade name, or uses essentially the same livery, as Airline at the Airport; or (iii) is controlling, controlled by, or under common control with Airline. Agreement means this Signatory Airline Use and Lease Agreement between City and Airline, as the same may be amended or supplemented from time to time. Air Transportation Company means a company engaged in the business of scheduled or non-scheduled commercial transportation by air of persons, property, mail, and/or cargo. Airfield means the runways, taxiways, taxilanes, Apron Area, and all other pavement used for the servicing and parking of aircraft and equipment. Airline Airport Affairs Committee (or "AAAC") means the committee consisting of a representative of each Signatory Airline. Airport means the Corpus Christi International Airport, owned and operated by the City, , including all real property and easements, improvements and appurtenances thereto, structures, buildings, fixtures, machinery, equipment, vehicles, supplies and other tangible personal property, or interest in any of the foregoing, now or hereafter leased or acquired by City, less any thereof which may be consumed, sold or otherwise disposed of. 2 Airport Requirement means, for any Fiscal Year, the City's estimate of the following: (1) Operation and Maintenance Expenses; (2) Debt Service including coverage requirements but excluding Debt Service paid by passenger facility charges ("PFCs") and/or grants; (3) those amounts required to be deposited during the Fiscal Year to any fund created pursuant to the terms of the Master Bond Ordinance; (4) the amount of any judgment or settlement arising out of or as a result of the ownership, operation, or maintenance of the Airport or any City-owned or operated Airport-related facility payable by the City during said Fiscal Year, including, but not limited to, the amount of any such judgment or settlement arising out of or as a result of any claim, action, proceeding or suit alleging a taking of property or an interest in property without just or adequate compensation, trespass, nuisance, property damage, personal injury, or any other claim, action, proceeding, or suit based upon or relative to any environmental impact resulting from the use of the Airport for the landing and taking off of aircraft; (5) the amount less grants and applicable PFCs, if any, required to fund any eligible Capital Improvement on the Airport; and (6) any and all other sums, amounts, charges, or requirements of City related to the Airport to be recovered, charged, set aside, expensed, or accounted for during such Fiscal Year under City's accounting system or this Agreement; provided, however, that the Airport Requirement shall not include any amounts included in (1) through (6) that are (i) chargeable to a special facility, (ii) a direct charge to a specific Air Transportation Company as a result of the terms of this Agreement, or (iii) incurred in connection with a tenant improvement. APPS means airport passenger processing system(s), formerly known as common use systems. Apron Area means those parts of the aircraft parking area immediately adjacent to the Terminal, as designated by the City, that are used for the parking of aircraft and active ground service equipment, and the loading and unloading of aircraft as shown on Exhibit D. BIDS means the Baggage Information Display System. Bonds means any financing or debt instrument or obligation of the City issued for the 3 purposes of improving the Airport. Capital Improvement means the Net Capital Cost to acquire, purchase or construct capital item(s) or project(s)for the purpose(s) of improving, maintaining, or developing the Airport including expenses for development, design, permitting, construction management, analysis, review or planning efforts with a cost greater than one hundred thousand dollars ($100,000). A Capital Improvement shall be amortized over the useful life of the asset. Capital Improvement Plan means the capital projects on the near term project list submitted to the FAA and attached hereto as Exhibit H. Debt Service means that portion of the principal and interest due on debt obligations created by the Master Bond Ordinance and all other Airport debt obligations. Deplaned Passenger means any passenger disembarking from an Air Transportation Company aircraft at the Terminal. Director means the Director of the Department of Aviation and shall include such person or persons as may from time to time be authorized by City or by the Director or applicable law to act for the Director with respect to any or all matters pertaining to this Agreement. Enplaned Passenger means any passenger boarding an Air Transportation Company aircraft at the Terminal. Environment means any ambient air, surface water, groundwater or lands. Environmental Laws/Environmental Laws and Regulations means all applicable laws intended for the protection of the environment, or that govern, control, restrict, or regulate the use, handling, treatment, storage, discharge, disposal, or transportation of Hazardous Materials. Environmental Laws, specifically include but are not limited to, the National Environmental Policy Act, 42 U.S.C. § 4321, et seq.; the Comprehensive Environmental Response, Compensation and Liability Act; and as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. § 9601, et seq.; the Safe 4 Drinking Water Act, 42 U.S.C. § 300f, et seq.; the Oil Pollution Control Act of 1990, 33 U.S.C. § 2701, et. seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et seq; , the Hazardous Materials Transportation Act, 49 U.S.C. § 5101, et seq.; the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq.; the Clean Water Act, 33 U.S.C. § 1251 et seq.; the Clean Air Act, 42 U.S.C. § 7401 et seq.,, 29 C.F.R. 1910.1200, et seq.; Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136; the Endangered Species Act, 16 U.S.C. § 1531 et seq., and Emergency Planning & Community Right-to- Know Act, 42 U.S.C. § 1101, et seq.; and Texas equivalents. Exclusive Use Premises means those portions of the Terminal consisting of the airline ticket offices and operations space leased by Airline in the Terminal, as shown on Exhibit B, to which Airline shall have exclusive use. FAA means the Federal Aviation Administration, or its authorized successor(s). Fiscal Year means the annual accounting period of City for its general accounting purposes which, at the time of entering into this Agreement, is the period of twelve consecutive months, beginning with the first day of October of any year. Gate Use Fee means the per turn facility use charge assessed to an Air Transportation Company for the ad hoc use of a gate holdroom and associated Apron Area. Hazardous Materials means all substances whose use, handling, treatment, storage, disposal, discharge, or transportation is governed, controlled, restricted, or regulated by Environmental Laws, that have been defined, designated or listed by any responsible governmental authority with competent jurisdiction as being hazardous waste, hazardous substance, toxic, or radioactive. Hazardous Materials specifically include, without limitation, asbestos and asbestos-containing materials, petroleum products, solvents, and pesticides and other agricultural chemicals Joint Use Premises means the areas in the Terminal consisting of the baggage claim, tug drive, and security check point areas, as shown on Exhibit C, which all Airlines use and share in the cost per the Joint Use Charges Formula. 5 Joint Use Charges Formula means that formula which prorates the total cost of Joint Use Premises among all Airlines based upon each Airline's and its Affiliate Airlines' proportionate share of Enplaned Passengers. Leased Premises means Exclusive Use Premises and Preferential Use Premises, as shown on Exhibits B and C. Master Bond Ordinance means City's master bond ordinance number 024163 or any successor master bond ordinance that authorizes City to issue bonds or other debt instruments for the benefit of the Airport, attached hereto as Exhibit K. Maximum Gross Landed Weight means the maximum certificated gross landing weight, as stated in each Air Transportation Company's flight operations manual, at which each category of aircraft type operated at the Airport by each Air Transportation Company is certificated by the FAA. M I I means approval by one or more Signatory Airline representing fifty percent (50%) or more of the total Terminal Rents and Landing Fees paid by the Signatory Airlines. MUFIDS means Multi-User Flight Information Display System. Net Capital Cost means the aggregate cost of any Capital Improvement less amounts used from the proceeds of: (i) grants-in-aid; (ii) PFCs; (iii) Bonds for which the Debt Service will not be paid from Rentals, Fees, and Charges; (iv) Bonds for which the Debt Service is to be paid for by PFCs, or (v) other financing by City for which the Debt Service will not be paid from Rentals, Fees, and Charges. Non-Signatory Airline means any Air Transportation Company providing service at the Airport that has not signed this Agreement or a substantially similar agreement, and such Non-Signatory Airline shall pay one hundred twenty five percent (125%) of all applicable Rentals, Fees, and Charges. 6 Operating Agreement means an agreement entered into by and between the City and any designated Affiliate Airline, or any ground handling company acting on behalf of Airline, operating at the Airport that shall define the operational and liability requirements between the parties consistent with the terms and conditions of this Agreement. Operation and Maintenance Expenses (or"O&M Expenses") means, for any Fiscal Year, the costs incurred by the City in operating and maintaining the Airport during such Fiscal Year, either directly or indirectly, whether similar or dissimilar, which under generally accepted accounting principles, are properly chargeable as expenses to the Airport, excluding depreciation but including expenses allocated to the Airport by the City in accordance with practices and procedures of the City in accordance with the adopted budget, as may be revised by the City, and taxes payable by the City, if applicable, which may be lawfully imposed upon the Airport by entities other than the City. Passenger Facility Charge (or"PFC") means the passenger facility charge that the Airport is authorized to collect, impose and use pursuant to 49 U.S.C. §40117 and 14 C.F.R. Part 158, as the same may be amended from time to time. Preferential Use Premises means those portions of the Terminal leased by Airline in the Terminal, including ticket counters and allocated queue space, the baggage make-up belt and support space, and gate holdroom (including associated Apron Area, as shown on Exhibit D) to which Airline shall have priority over all other users including for remain overnight use and irregular operations. as provided in Section 16.02. Release means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing into the Environment and "threat of Release" shall mean a substantial likelihood of a Release that requires action to prevent or mitigate damage to the Environment that may result from such Release. Rentals, Fees, and Charges means the rentals, fees, and charges payable by Airline pursuant to Article 7. 7 Revenue Landing means any landing at the Airport of an aircraft except (i) an aircraft which (without being scheduled to do so) lands at the Airport because of mechanical or operating causes, or any emergency or precautionary reason; (ii) inspection flights; or (ii) an aircraft owned or operated by the United State government and its agencies, including, but not limited to, military operations. Revenue Sharing means the credit by the City to the Terminal and Landing Fee Net Requirements according to the revenue sharing calculation shown in Exhibit G - Table G-4. Revenues means income accrued by the City in accordance with generally accepted accounting practices, including investment earnings, from or in connection with the ownership or operation of the Airport or any part thereof, or the leasing or use thereof but specifically excluding: (i) non-operating income (and receipts) from the sale of assets or the amount from insurance claims, (ii) federal, state or local grants-in-aid or reimbursements, and (iii) PFC revenues. Remain Overnight (RON) means any aircraft parked on the terminal apron overnight. Signatory Airline means an Air Transportation Company that has executed this Agreement or a substantially similar agreement. Term means the period beginning on the Effective Date and, except as otherwise set forth herein, terminating on the date set forth in Article 3. Terminal means the airline passenger terminal building owned and operated by City at the Airport the boundaries of which are more particularly shown on Exhibit A. Terminal Equipment means all equipment provided and maintained by the City that is used by the Airline in the processing of Enplaned Passengers and Deplaned Passengers including, but not limited to, APPS, MUFIDS, BIDS, baggage claim system, podium back wall screens, passenger loading bridges (including wheelchair hoists) and gate baggage handling devices, supplemental power systems, and the public address system. Additional words and phrases used in this Agreement but not defined herein shall have their usual and customary meaning. Singular means plural and vice versa, in context. ARTICLE 2: EFFECTIVE DATE 2.01 Effective Date. The Effective Date of this Agreement is November 1, 2024 . 2.02 Termination of Prior Agreement. On the Effective Date, the Signatory Airline Use and Lease Agreement dated October 1, 2017, as amended, between Airline and City shall terminate. However, any terms, conditions or provisions specifically intended to survive the expiration or termination of that agreement, as set forth therein, shall continue in effect. ARTICLE 3: TERM 3.01. Term. The Term of this Agreement begins on the Effective Date set forth in Article 2 and shall remain in effect for a period of three (3) years, terminating at 11:59 pm on October 31, 2027, subject to earlier termination and extension as herein provided. 3.02. Holdover. Upon expiration of the Term or any Extension Period (as defined in Section 3.03), any occupancy of the Leased Premises by Airline will be considered a holdover and such occupancy will constitute and be construed as a tenancy from month-to-month. During such month-to-month tenancy, City and Airline will continue to be bound by all of the terms and conditions of this Agreement, except (i) Airline shall pay Rentals, Fees and Charges as a Non-Signatory thereafter unless Airline and City are engaged in good faith negotiations of a new agreement and (ii)Airline may give back a portion of its Leased Premises by providing the City thirty (30) day's written notice of Airline's intent to give back space. 3.03. Extension Period. So long as Airline is not in default of any terms of this Agreement beyond all applicable notice and cure periods, the Term of this Agreement may be 9 extended upon mutual agreement by City or Airline for two (2) two-year periods from November 1, 2027 through October 31, 2029 and November 1, 2029 through October 31, 2031 (each, an "Extension Period", and collectively, the "Extension Periods"). The City or Airline shall give written notice to the other party of its intent to extend the Term of this Agreement no less than six (6) months prior to the expiration of the then-current Term of this Agreement. If Airline or City is willing to extend, Airline or City will provide the other party written notice of its intent within sixty (60) calendar days from receipt of the notice of intent to extend. If Airline or City does not provide such written notice and Airline continues to occupy the Leased Premises, Airline will be considered to be in a holdover period pursuant to Section 3.02. ARTICLE 4: PREMISES 4.01 Airline's Leased Premises. A. City does hereby lease and demise to Airline, and Airline does hereby lease and accept from City, the Leased Premises as set forth in Exhibits B and C. B. Any relocation or square footage changes to Airline's Leased Premises to be made by Airline after commencement of this Agreement requires the prior written approval of the Director, which may be withheld in the Director's sole judgement. Upon acceptance by the Director, the changes shall be evidenced with revised exhibits. Such revised exhibits may be substituted herein without the necessity for a formal amendment of this Agreement. 4.02 Employee Parking. City will make available the designated employee parking area at the Airport, which may be adjusted from time to time at the sole discretion of the Director, for vehicular parking for Airline's employees based at the Terminal. The City may establish and charge Airline a reasonable parking fee for all employee parking. Employee parking permits are for Airline's employees use only and are not transferable. 10 11 4.03 International Arrivals Facility. The City has developed an international arrivals facility in the Terminal to be used by agencies of the United States Government, based upon demand, for the inspection of passengers and their baggage, and for the exercise of the responsibilities of said agencies with respect to the movement of persons and property to and from the United States. Airline shall provide advance notice to the Director of its need to use the international arrivals facility and all its employees operating in the international arrivals facility area of the Termina shall have the appropriate Customs and Border Patrol ("CBP") designation on their Airport access badge. Each airline must maintain a sufficient number of employees with such CBP access to accommodate any of its irregular operations or international diversions. 4.04 Terminal Equipment. The City has acquired Terminal Equipment for use by Airline. The Terminal Equipment shall be maintained by the City in good working order and remain the property and under the control of the City. The cost of providing and maintaining the Terminal Equipment shall be included in the O&M Expenses. Airline shall ensure that all personnel using the Terminal Equipment are properly trained in the use and operation of the Terminal Equipment. If the Terminal Equipment is damaged by Airline, the City will repair or replace the damaged Terminal Equipment and invoice Airline for all costs incurred by the City. Except to the extent prevented by Texas' Workers' Compensation law and except to the extent caused by the sole negligence or willful misconduct of City, Airline shall indemnify the City from any and all claims for damages made against the City due to injury, death, or damage to persons or property resulting from use of Terminal Equipment by Airline, its agents, employees, or officers. 4.05 Joint Use Premises. Airline shall have the right to use the Joint Use Premises as shown on Exhibit C, subject to compliance with the Terminal Operations Manual attached hereto as Exhibit F. 12 ARTICLE 5: USE, OPERATION AND MAINTENANCE OF THE AIRPORT AND RELATED FACILITIES 5.01 Airline Rights and Privileges. Subject to the terms of this Agreement, Airline shall have the right to conduct Airline's air transportation business at the Airport and to perform the following operations and functions as are reasonably necessary to or in support of the conduct of such business at the Airport: A. The landing, taking off, flying over, taxiing, towing, and conditioning of Airline's aircraft and, in areas designated by City, the extended parking, servicing, loading or unloading, storage or maintenance of Airline's aircraft and ground service equipment. Such ground service equipment, whether owned by Airline or its ground handler, must be in workable condition and used on a frequent basis in accordance with airport industry practices. City may, at Airline's cost and following written notice to Airline, remove any ground service equipment deemed by the Director to be abandoned. Airline shall not permit the use of the Airfield by any aircraft operated or controlled by Airline which exceeds the load bearing design strength or capability of the Airfield as described in the FAA-approved Airport Layout Plan ("ALP"), the Airport Certification Manual, latest FAA Form 5010, or other engineering evaluations made available to Airline. B. The sale of air transportation tickets and services, the processing of passengers and their baggage for air travel, and the sale, handling, and providing of mail, freight and express services. C. The training of personnel in the employ of or to be employed by Airline and the testing of aircraft and other equipment being utilized at the Airport in the operation of Airline's air transportation business; provided, however, said training and testing shall be incidental to the use of the Airport in the operation by Airline of its air transportation business and shall not unreasonably hamper or interfere with the use of the Airport and its facilities 13 by others. The City reserves the right to restrict or prohibit such training and testing operations as it deems interferes with the use of the Airport. D. The sale, disposition or exchange of Airline's aircraft, engines, accessories, gasoline, electricity, oil, grease, lubricants, fuel or other similar equipment or supplies; provided, however, Airline shall not sell aviation fuels or propellants except (i) to such Air Transportation Company which is a successor company to Airline, (ii) an Air Transportation Company which is a wholly owned subsidiary or Affiliate Airline of Airline or (iii) when a comparable grade and type of fuel desired by others is not available at the Airport except from Airline. Airline may not sell, dispose of or exchange new or used gasoline, oil, greases, lubricants, fuel, or other propellants unless disposed of in a manner meeting all local, state, and federal regulations for those products requiring disposal. E. The purchase at the Airport or elsewhere, of fuels, lubricants and any other supplies and services, from any person or company, shall be subject to subsection D above and to the City's right to require that each provider of services and/or supplies to Airline secures a permit from City to conduct such activity at the Airport, pays required fees, and abides by all reasonable rules and regulations established by City. No discriminatory limitations or restrictions shall be imposed by City that interfere with such purchases; provided, however, nothing herein shall be construed to permit Airline to store aviation fuels at the Airport. The granting of the right to store aviation fuels shall be subject to the execution of a separate agreement between Airline and City. F. The servicing by Airline or its suppliers of aircraft being utilized at the Airport by Airline at Airline's Preferential Use Premises or such other locations as may be designated by the Director. Servicing at the Preferential Use Premises shall be limited to light maintenance supporting active flights. Maintenance on aircraft for flights that have been cancelled due to mechanical reasons may, at the discretion of the Director, be required to be 14 towed away from the Terminal to a location designated by the Director. G. The loading and unloading of persons, property, cargo, and mail by motor vehicles or other means of conveyance approved by City on Airline's Preferential Use Premises or such other locations as may be designated by the Director. H. The installation and maintenance, at Airline's expense, of identifying signs in Airline's Preferential Use Premises or the public facing areas of Exclusive Use Premises shall be subject to the prior written approval of the Director. Nothing herein shall be deemed to prohibit Airline's installation on the walls behind ticket counters identification and company logo signs as are customarily installed by Airline in such areas at comparable airport facilities. Airline shall not install any promotional signage in the Preferential Use Premises or public facing areas of the Exclusive Use Premises without the prior written consent of the Director or Airport Marketing Manager. I. The installation, maintenance and operation, at no cost to City, of such radio communication, computer, meteorological and aerial navigation equipment and facilities in Airline's Leased Premises as may be necessary for the operation of its air transportation business; provided, however, that the location of such equipment and facilities, method of installation and type of equipment shall be subject to the prior written approval of the Director. City may disapprove or require modification, removal, or relocation of such equipment if it interferes with other communication, meteorological, or aerial navigation systems operated by City, other tenants, or governmental agencies. City shall have the right to charge a reasonable fee, surcharge, or rental charge for any location outside of Airline's Leased Premises and shall be entitled to any revenues generated directly from the operation of such equipment. Upon abandonment or removal of any such system, Airline shall restore the Leased Premises or any other premises where the equipment is installed to its original condition, normal wear and tear excepted. 15 J. Such rights of way as may reasonably be required by Airline for communications, computer equipment, telephone, interphone, conveyor systems and power and other transmission lines in areas not leased by Airline, subject to the availability of space and/or ground areas as determined by the Director. All communication cables are to be installed in cable trays (or otherwise properly supported) and shall be in compliance with all applicable building codes. Communication cable and internal electrical wires installed by Airline are the responsibility of Airline from the demarcation point and electrical wiring installed by Airline is the responsibility of Airline from the metered source. K. Airline shall provide real time electronic flight arrival and departure information through the City-installed MUFID and BID systems or by any other method to which Airline and the City agree. L. Airline shall have the right to use, in common with others so authorized, the public address system serving the Terminal. Airline shall not install, cause to be installed, or use any other public address system . The City reserves the right to establish a charge for the use of such system. M. The installation of personal property, including furniture, furnishings, supplies, machinery, equipment, and self-ticketing machines in Airline's Leased Premises as Airline may deem necessary or prudent for the operation of its air transportation business. Title to such personal property shall remain with Airline, subject to the provisions of this Agreement. Upon expiration or termination of this Agreement or the abandonment or removal of any such personal property, Airline shall restore the Leased Premises or any other premises where the personal property was installed to its original condition, normal wear and tear excepted. N. Airline shall have the right to ingress and egress to and from the Airport and Airline's Leased Premises for Airline's officers, employees, agents and 16 invitees, including passengers, suppliers of materials, furnishers of services, aircraft, equipment, vehicles, machinery and other property. Such right shall be subject to (1) 49 CFR Part 1542 Airport Security and all other applicable rules and regulations, including random or complete aviation worker screening programs, and (2) the City's right to establish Rules and Regulations governing (i)the general public, including Airline's passengers, and (ii) access to non-public areas at the Airport by Airline's employees, suppliers of materials and furnisher of services. O. The City reserves the right to, from time to time, temporarily or permanently restrict the use of any roadway or other area at the Airport. In the event of such restrictions, and as necessary, the City shall ensure the availability of a reasonably equivalent means of ingress and egress. The City will consult with the AAAC prior to any such closing which would adversely affect the Signatory Airlines' operations at the Airport unless such closing is necessitated by circumstances which, in the sole discretion of the Director, pose an immediate threat to the health or safety of persons using the Airport. Airline hereby releases and discharges the City, its successors and assigns, from any and all claims, demands or causes of action which Airline may have arising from the fact that such areas have been closed in accordance herewith. 5.02 Exclusions and Reservations. A. Nothing in this Article 5 shall be construed as authorizing Airline to conduct any business separate and apart from the conduct of its air transportation business at the Airport. B. Airline shall not use or permit the use of any portion of Airline's Leased Premises for the purpose of selling, offering for sale, dispensing or providing any merchandise, food and beverages, products, services, or advertising. Airline may install vending machines in the non-public facing areas of Airline's Exclusive Use Premises for its employees use only. Further, nothing 17 contained herein is intended to or shall be construed to authorize or permit the Airline to conduct any activity or to operate any direct or indirect business operation which in any manner competes with an Airport concession without the prior written of approval of the Director and, at the discretion of the Director, the payment to the City of concession fees. In the event of irregular operations, where Airline has a designated flight delay program, Airline shall have the right to provide complimentary light snacks and bottled water to its passengers within the Airline's Preferential Use Premises. Further, if during such irregular operations, the food and beverage concessionaire(s) operating in the Terminal are unable to provide food and beverage services, then Airline may, in accordance with its designated flight delay program, provide food and beverages to its passengers. C. Airline shall not knowingly interfere or permit interference with the use, operation or maintenance of the Airport, including but not limited to, the effectiveness or accessibility of the drainage and sewerage system, water system, communications systems, fire protection system, or other part of the utility, electrical, or other systems installed or located from time to time at the Airport; and Airline shall not engage in any activity prohibited by any future approved 14 CFR Part 150 program, or existing noise abatement procedures of FAA or as such may be amended from time to time, except in cases of emergencies or safety concerns. D. As soon as possible after release from proper authorities, Airline shall remove any of its disabled aircraft from the Airfield, shall place any such disabled aircraft only in such storage areas as may be designated by the Director (or at the discretion of Airline, in an off-Airport location), and shall store such disabled aircraft only upon such terms and conditions as may be established by the Director if stored upon the Airport. Overnight fees will apply for a disabled aircraft. In the event Airline shall fail to remove any of its disabled aircraft within forty-eight (48) hours after notice to remove, the Director may, but shall not be obligated to, cause the removal of such disabled aircraft; provided however, the Director shall give Airline prior written notice of its intent 18 to do so and Airline shall pay to City, upon receipt of invoice, the costs incurred for such removal. E. Airline shall not do or permit to be done anything, either by act or failure to act, that shall (1) cause the cancellation or violation of the provisions, or any part thereof, of any policy of insurance for the Airport or (2) cause a hazardous condition so as to increase the risks normally attendant upon operations permitted by this Agreement. If such Airline act, or failure to act, shall cause cancellation of any policy or an increase in the City's insurance premium for the Airport, then Airline shall immediately, upon written notification by City, do whatever shall be necessary to cause reinstatement of said insurance or shall pay the increase in the premium associated with such act. F. City may, at its sole option, install or cause to be installed advertising and revenue generating devices, including vending machines, in Airline's Preferential Use Premises or the Joint Use Premises; provided, however, that such installations shall not unreasonably interfere with Airline's operations authorized hereunder or substantially diminish the square footage contained in Airline's Preferential Use Premises. City may also, at its sole option, install traveler amenities in any part of the Terminal; provided, however, installation of such devices in Preferential Use Premises shall be with Airline's prior consent, which consent shall not unreasonably be withheld or delayed. City shall be entitled to all income generated by such advertising, revenue generating devices or amenities and to reasonable access upon Airline's Preferential Use Premises to install or service such advertising, amenities or devices. City will not install any advertising on Airline's ticket counter backwall or holdroom gate podium backwall or any advertisement of another airline. G. Airline must comply with, and require its officers and employees, contractors, and any other persons over whom it has control to comply with, such rules and regulations governing the use of Airport facilities pursuant to this Agreement as may from time to time be adopted and promulgated by City 19 including, but not limited to, health, safety, environmental concerns, sanitation, and good order, and with such amendments, revisions, or extensions thereof as may from time to time be adopted and promulgated by City provided that such rules and regulations do not contravene the terms of this Agreement. H. Airline must coordinate training flights and other nonscheduled flight activities into and out of Airport with the Director. If requested by City, Airline must restrict all such activities to certain hours established by the Director so as to not unreasonably interfere with scheduled flight activities of other Air Transportation Companies using the Airport. I. Airline must comply with all applicable requirements of the Americans with Disabilities Act ("ADA"), as it may be amended, including without limitation paying for the cost of removing all of Airline's tenant improvement barriers within Airline's Leased Premises, necessary to gain access to the Airline's Leased Premises. Further, Airline shall comply, at its own expense, with all applicable laws to airlines relating to the boarding or deplaning of passengers with disabilities, including, but not limited to, 49 U.S.C. Section 41704 and 14 C.F.R. Section 382. J. The rights and privileges granted Airline pursuant to this Article 5.01 and Article 5.02 shall be subject to any and all reasonable rules and regulations established by City and to the provisions of Article 7. In case of a conflict between provisions of this Agreement and the Airport rules and regulations, the provisions of this Agreement shall prevail and control. K. Any and all rights and privileges not specifically granted to Airline for its use of and operations at the Airport pursuant to this Agreement are hereby reserved for and to City. 20 5.03 City's Operation and Maintenance Obligations. A. City shall with reasonable diligence, prudently develop, improve, and at all times maintain and operate the Airport with adequate qualified personnel and keep the Airport in good repair, unless such maintenance, operation or repair shall be Airline's obligation pursuant to Exhibit E. B. City shall be responsible for those maintenance, operation and repair obligations that are designated as City's responsibility pursuant to Exhibit E. C. City shall not be liable to Airline for temporary failure to furnish all or any of such services to be provided by City in accordance with Exhibit E when due to mechanical breakdown or any other cause beyond the reasonable control of City. 5.04 Airline's Operation and Maintenance Obligations. A. Airline shall, at all times and at its own expense, preserve and keep Airline's Leased Premises in an orderly, clean, neat and sanitary condition in accordance with Airline's obligations pursuant to Exhibit E. This includes removal of any stanchions, sign holders, equipment, or property that is not in use or are broken. B. Airline shall maintain, at its own expense, its Leased Premises as free as reasonably possible of any Release of fuel, oil and debris. Airline agrees to comply with all applicable Environmental Laws to Airline's operations on or in the vicinity of the Airport. Airline must not knowingly use, store, generate, treat, or dispose of any Hazardous Material or regulated substances or waste on or near the Airport without first obtaining all required permits and approvals from all authorities having competent jurisdiction over Airline's 21 operations at the Airport. If Airline determines at any time through any means that any Release, discharge, spill, or deposit of any Hazardous Material substance, has occurred or is occurring as a result of Airline's operations, which in any way affects or threatens to affect the Airport, or the persons, structures, equipment, or other property thereon, Airline must notify as soon as reasonably possible by verbal report in person or by telephone, to be promptly confirmed in writing to, (1) the Director, (2) the Airport's Public Safety Office, and (3) Emergency response centers and environmental or regulatory agencies, to the extent required by law or regulation, and must follow such verbal report with written report to the extent required by law. Airline agrees to cooperate fully with the City in promptly responding to, reporting, and remedying any threat of potential harm to the Environment, resulting from any Release or threat of Release of Hazardous Materials or regulated substance from Airline's operations into the Environment, as required by applicable Environmental Laws. Airline will undertake all required remediation and all reasonable costs associated therewith, resulting from Airline's failure to materially conform to all applicable Environmental Laws, rules, regulations, orders and/or permits. The rights and obligations set forth in this section survive the termination of this Agreement. C. Airline must dispose of its trash, including without limitation, construction debris and other waste materials-including petroleum products, either directly or through an approved and permitted independent contractor. D. Airline will provide and maintain hand fire extinguishers for all Exclusive Use Premises in accordance with applicable safety codes. E. Airline will repair, at its cost, or at City's option reimburse City for the cost of repairing, replacing, or rebuilding any damages to Airline's Leased Premises caused by the acts or omissions of Airline, its sublessee, or its or their respective officers, employees, agents, contractors, or business invitees, including without limitation customers. Any repairs made by Airline 22 are subject to inspection and approval by City. F. Should Airline fail to perform its obligations hereunder, the City shall have the right to enter the Airline's Leased Premises and perform such activities; provided, however, other than in a case of emergency, the City shall give to Airline reasonable advance written notice of non-compliance, a minimum of ten (10) calendar days, prior to the exercise of this right. If such right is exercised, Airline shall pay to the City, upon receipt of invoice, the cost of such services plus a fifteen percent (15%) administrative fee. G. In addition to the obligations of Airline and City set forth in Sections 5.03 and 5.04, responsibilities for maintenance, cleaning and operation of the Airport shall be as set forth in Exhibit E attached hereto and made a part hereof. ARTICLE 6: CAPITAL IMPROVEMENTS 6.01 General. A. It is contemplated by the parties that from time to time during the Term of this Agreement, the City may undertake Capital Improvements at the Airport, subject to D below. B. In conjunction with submission of its annual budget, Director will notify Airline of its proposed Capital Improvements, including a sources and uses of funds plan, for the ensuing Fiscal Year, any anticipated impacts on Airline's Leased Premises or operations and City's estimates of the effect of such Capital Improvements, if any, on the Rentals, Fees, and Charges paid by Signatory Airlines. C. The City shall meet collectively or conduct a conference call with the Signatory Airlines within thirty (30) calendar days after notification to Airline of said annual budget to further discuss the Capital Improvements subject 23 to D below. D. Capital Improvements not identified on the Capital Improvement Plan attached hereto as Exhibit H with a Net Capital Cost of greater than $5,000,000 shall be subject to an MII. 6.02 Grants-In-Aid. City will use its best efforts to obtain the maximum available development grants- in-aid (federal, state or otherwise) in order to minimize the impact of Capital Improvements on Rentals, Fees, and Charges paid by Signatory Airlines. ARTICLE 7: RENTALS, FEES, AND CHARGES 7.01 General. Airline shall pay City rentals for use of Airline's Leased Premises, and fees and charges for the other rights, licenses, and privileges granted hereunder during the Term of this Agreement. For each Fiscal Year, such Rentals, Fees, and Charges payable by all Signatory Airlines and their designated Affiliate Airlines for the Airfield, Apron Area, and Terminal shall be calculated as set forth in Exhibit G. The City shall notify the Signatory Airlines for each Fiscal Year of the actual Rentals, Fees, and Charges pursuant to the provisions of Article 8. 7.02 Landing Fees. Airline shall pay to City fees for Revenue Landings at the Airport. Signatory Airlines' landing fees shall be calculated to include all allocated portions of the Airport Requirement associated with the Airfield as shown on Exhibit G - Table G1. The Airfield shall receive an allocation of the Revenue Sharing amount, if any, calculated as shown on Exhibit G - Table G4. These landing fees will be determined as the product of the associated landing fee rate and the Signatory Airlines' total landed weight. Signatory Airlines' landed weight shall be determined as the resulting product of the Maximum Gross Landed Weight of each Signatory Airline's landing aircraft times the number of Revenue Landings of each of Signatory Airline's aircraft. 24 7.03 Terminal Rentals. Airline shall pay to City rentals for use of its Leased Premises and Joint Use Premises at the Airport. Signatory Airlines' rentals shall be calculated to include all allocated portions of the Airport Requirement associated with the Terminal to arrive at a Terminal requirement as shown on Exhibit G - Table G2. The Terminal shall receive an allocation of the Revenue Sharing amount, if any, calculated as shown on Exhibit G - Table G4. The Terminal requirement will be divided by all Signatory Airlines' Leased Premises and Joint Use Premises to determine the Terminal rental rate. Each Signatory Airline's Terminal rentals are the result of its Exclusive Use Premises and Preferential Use Premises times the Terminal rental rate. Further, each Signatory Airline's Terminal rentals are the result of the total Terminal revenue due associated with the Joint Use Premises times its proportionate share per the Joint Use Charges Formula. 7.04 Gate Use Fees. Airline shall pay to City Gate Use Fees for each ad hoc use of a gate that is not preferentially leased by Airline. Such Gate Use Fee shall be calculated in accordance with Exhibit G -Table G3. Airline shall report to the City on a monthly basis all such gate uses for the previous month using the format in Exhibit L. 7.05 RON fees: Terminal remain overnight (RON) fees will be applicable to all aircraft parked on the terminal apron overnight. Airline shall report to the City on a monthly basis all such RON activities for the previous month using the format in EXHIBIT L. 7.06 Non-Signatory Fees. A Non-Signatory Airline shall pay 1.25 times the applicable rate paid by a Signatory Airline on the Landing Fee, Terminal Rentals, Joint Use Fees and Gate Use Fees. 7.07 Other Fees and Charges. A. City expressly reserves the right to assess and collect the following: (1) Airline must report to City all charter flights handled or operated by Airline 25 as follows: (i) if the charter flight is handled by Airline with its own aircraft or the aircraft of a designated Affiliate Airline in Airline's Leased Premises, Airline will pay the Signatory landing fees, Gate Use Fees, and Terminal rentals for Joint Use Premises; (ii) if the charter flight is an aircraft owned and operated by a Non-Signatory Airline and is handled in Airline's Exclusive Use Premises or Preferential Use Premises, Airline must report the charter activity and the Non-Signatory Airline must pay the Non- Signatory Airline Terminal rentals for the Joint Use Premises; or (iii) if the charter flight is an aircraft owned and operated by a Non-Signatory Airline and handled outside Airline's Exclusive Use Premises or Preferential Use Premises, Airline must report the activity to City and the Non-Signatory Airline must pay the Non-Signatory Airline Rentals, Fees, and Charges as established by the City, subject to adjustment from time to time. (2) Reasonable and non-discriminatory fees and charges for services or facilities not enumerated in this Agreement, but provided by City including, but not limited to, Federal Inspection Services ("FIS") fee, Airport based employee vehicle parking fees, non-airport based employee/contractor parking fees, remote aircraft parking fees, security badging fees, excess ground service equipment parking fees, security fees, and any other fee that may be adopted to recover costs as a result of the requirement to remain compliant with FAA, Department of Homeland Security, or any other governmental body that has jurisdiction over the Airport requirements. B. Airline shall pay charges for other services or facilities requested by Airline and provided by City to Airline. Such services or facilities may include, but are not limited to, special maintenance of Airline's Leased Premises including janitorial services or equipment/vehicle storage areas. The fees for these services shall be established by the Director. C. Airline shall pay the required fees for all permits and licenses necessary for the conduct of Airline's air transportation business at the Airport. Airline shall pay all electricity, gas, and water and sewerage fees and charges for its 26 Leased Premises. D. Airline shall also pay all taxes, assessments, and charges which, during the Term of this Agreement, may become a lien or which may be levied by the state, county, or any other tax levying body, upon any taxable interest by Airline acquired in this Agreement, or any taxable possessory right which Airline may have in or to the premises or facilities leased hereunder, or the improvements thereon, by reason of its occupancy thereof, or otherwise, as well as taxes, assessments, and/or charges on taxable property, real or personal, owned by Airline in or about said premises. Upon any termination of tenancy, all taxes then levied or a lien on any of said property, or taxable interest therein, shall be paid in full and without pro-ration by Airline forthwith, or as soon as a statement thereof has been issued by the tax collector, if termination occurs during the interval between attachment of the lien and issuance of statement. However, Airline shall not be deemed to be in default under this Agreement for failure to pay taxes pending the outcome of any proceedings instituted by Airline to contest the validity or the amount of such taxes, provided that such failure to pay does not result in any forfeiture. 7.08 Payments. A. Payments of one-twelfth (1/12) of the total annual rentals for Airline's Leased Premises, not including Joint Use Premises, shall be due in advance, without demand, on the first calendar day of each month. Said rentals and charges shall be deemed delinquent if payment is not received by the fifteenth (15th) calendar day of the month. B. Payment of fees for Landing Fees, RON fees, and Gate Use Fees are due, without demand, on the thirtieth (30th) calendar day of each month following the month in which such activity occurs based on the information provided in accordance with Section 7. Said fees shall be deemed delinquent if payment is not received on the date due. Should the parties agree to a 27 different method of calculating landing weights and billing, such as using technology (for example, Vector) to generate a report, this section and Section 7.08 will be updated by letter from the Director to Airline outlining the new procedures. C. Payment for all other fees and charges due hereunder that are subject to invoice shall be due to City within thirty (30) calendar days of the date of such invoice. D. City shall provide written notice of any and all payment delinquencies, including payments due to an audit performed pursuant to Section 7.08.D. A late fee of $200.00 per month shall accrue against any and all payment delinquencies from the date each payment is due until the date the payment is received by City. This provision shall not preclude City from exercising its rights pursuant to Article 12 or from exercising any other rights contained herein or provided by law. E. In the event Airline's obligations with respect to Airline's Leased Premises or rights, licenses, services or privileges granted hereunder shall commence or terminate on any date other than the first or last calendar day of the month, Airline's Rentals, Fees, and Charges shall be prorated on the basis of the number of calendar days such premises, facilities, rights, licenses, services, or privileges were enjoyed during that month. F. All payments due and payable hereunder shall be paid in lawful money of the United States of America, without set off, by electronic funds transfer or by check made payable to the City of Corpus Christi and delivered to: City of Corpus Christi P. O. Box 9257 Corpus Christi, TX 78469-9257 28 7.09 Information to be Supplied by Airline. A. Not later than ten (10) calendar days after the end of each month, Airline shall file with the City a written report in the format as set forth in Exhibit L for activity conducted by Airline and its designated Affiliate Airline(s) during said month and for activity handled by Airline for other Air Transportation Companies not having a signatory agreement with City providing for its own submission of activity data to City. The activity report shall include at a minimum the following information: (i) name of Airline; (ii) period of time covered; (iii) actual number of landings by aircraft type including diversions; (iv) number of times Airline used remain overnight parking positions; (v) number of times Airline used gate not leased to Airline pursuant to this Agreement; (vi) total seats available; (vii) total number of enplaned and deplaned passengers including revenue and non-revenue passengers; and (vii) total number of pounds of enplaned and deplaned cargo including mail and freight. The activity report must be signed by a representative of the Airline. A late fee of$25.00 per day shall accrue from the date the report is due until the date the report is accepted by City. B. City shall have the right to rely on said activity reports in determining Rentals, Fees, and Charges due hereunder; provided, however, Airline shall have full responsibility for the accuracy of said reports including the sum and product totals. Payment deficiencies due to incomplete or inaccurate activity reports shall be subject to late charges as set forth in Section 7.08.D. C. Airline shall at all times maintain and keep books, ledgers, accounts or other records, wherein are accurately kept all entries reflecting the activity statistics to be reported pursuant to Section 7.07. Such records shall be retained by Airline for a period of three (3)years subsequent to the activities reported therein, or such other retention period as set forth in 14 CFR Part 249, and made available at Corpus Christi, Texas, for audit and/or examination by City or its authorized representative during normal business hours. Airline shall produce such books and records at Corpus Christi, 29 Texas, within thirty (30) calendar days of written notice to do so or pay all reasonable travel-related expenses including, but not limited to, transportation, food and lodging necessary for an auditor selected by City to audit said books and records at a place selected by Airline. D. The cost of audit, with the exception of the aforementioned expenses, shall be borne by City as O&M Expenses; provided however, the total cost of said audit shall be borne by Airline if either of the following conditions exist: (1) The audit reveals an underpayment of more than ten percent (10%) of Rentals, Fees, and Charges due hereunder, as determined by said audit; or (2) Airline has failed to maintain true and complete books, records, accounts, and supportive source documents. 7.10 Security for Payment. A. Unless Airline has provided regularly scheduled flights to and from the Airport during the eighteen (18) months prior to the Effective Date of this Agreement without the occurrence of any act or omission that would have been an event enumerated in Section 12.01 of this Agreement, if this Agreement had been in effect during that period, Airline shall provide City on the Effective Date of this Agreement with a contract bond, irrevocable letter of credit or other similar security acceptable to City ("Contract Security") in an amount equal to the estimate of three (3) months' Rentals, Fees, and Charges payable by Airline pursuant to this Article 7, to guarantee the faithful performance by Airline of its obligations under this Agreement and the payment of all Rentals, Fees, and Charges due hereunder. Airline shall be obligated to maintain such Contract Security in effect until the expiration of eighteen (18) consecutive months during which period Airline commits no event enumerated in Section 12.01 of this Agreement. In the event the City draws from the Contract Security during the eighteen (18) month period due to past due payments due from Airline to the City, Airline 30 shall replenish such amount within five (5) business days upon written notice. Such Contract Security shall be in a form and with a company reasonably acceptable to City. In the event that any such Contract Security shall be for a period less than the full period required by this section or if Contract Security shall be canceled, Airline shall provide a renewal or replacement Contract Security for the remaining required period at least sixty (60) calendar days prior to the date of such expiration or cancellation. B. Notwithstanding subsection A above, City shall have the right to waive such Contract Security requirements for a Signatory Airline which has not provided regularly scheduled flights to and from the Airport during the eighteen (18) months prior to the Effective Date of its Signatory Airline agreement. Any such waiver by City shall be conditioned upon said Signatory Airline having provided regularly scheduled flights at three (3) other airports with activity levels and characteristics similar to Airport during the most recent eighteen (18) month period without committing any material default under the terms of the respective lease and use agreements at each of the three (3) facilities and without any history of untimely payments for rentals, fees and charges. The burden shall be on Airline to demonstrate to the City its compliance with these requirements by providing written documentation from three (3) other airports selected by City. C. If Airline is delinquent in any debt due to the City for a period greater than ninety (90) calendar days and/or repeatedly delinquent over a period of six (6) months, the City shall impose or re-impose the requirements of subsection A above on Airline. D. Upon the occurrence of any Airline act or omission that is an event enumerated in Section 12.01, or upon election to assume this Agreement under Federal Bankruptcy Rules and Regulations, as such may be amended, supplemented, or replaced, City, by written notice to Airline given at any time within ninety (90) calendar days of the date such event becomes known to City, may impose or reimpose the requirements of Section 7.09.A 31 on Airline. In such event, Airline shall provide City with the required Contract Security within ten (10) calendar days from its receipt of such written notice and shall thereafter maintain such Contract Security in effect until the expiration of a period of eighteen (18) consecutive months during which Airline commits no additional event enumerated in Section 12.01. E. If Airline fails to obtain and/or keep in force such Contract Security required hereunder, such failure is grounds for termination of this Agreement pursuant to Section 12.01. City's rights under this Section 7.09 shall be in addition to all other rights and remedies provided to City under this Agreement. 7.11 Passenger Facility Charge. A. The City reserves the right to assess and collect PFCs subject to the terms and conditions set forth in 49 U.S.C. §40117 and 14 C.F.R. Part 158 ("PFC Statute and Regulations"), as supplemented or amended from time to time. Airline will collect and timely remit to the City all PFCs for which Airline is responsible under the PFC Statute and Regulations. B. If Airline fails to remit PFC revenue to City within the time limits established by the PFC Statute and Regulations, Airline shall be deemed to be in default pursuant to Section 12.01. Any late payment of PFCs shall be subject to late fees in accordance with Section 7.08 D. C. All PFC payments due and payable hereunder shall be paid in lawful money of the United States of America, without set off, by electronic funds transfer or by check made payable to The City of Corpus Christi and delivered to: Corpus Christi International Airport Attn: Finance Department 1000 International Drive Corpus Christi, Texas 78406 32 7.12 Capitalized Interest on Bonds. Bonds issued by the City will provide for the capitalization of interest, by project, during the construction period for each respective project; and the City intends for Debt Service on Bonds to be capitalized until substantial completion of projects financed, in part, from the proceeds of Bonds; provided however, that in the event any Debt Service applicable for Bonds shall become payable from Revenues prior to substantial completion of projects, the Debt Service will be allocated to cost centers in the same manner as the related project costs (net of any PFC funding or grants-in-aid)are allocated to cost centers. 7.13 Continuation of Rentals. If Airline ceases service at the Airport prior to the end of the Term of the Agreement or any Extension Period agreed to by Airline in accordance with Section 3.03, Airline will continue to pay rentals on Exclusive Use Premises and Preferential Use Premises until the end of the Term of the Agreement or agreed upon extension thereof while vacant. However, in no event shall the annual amount due from Airline be less than the dollar equivalent of twenty percent (20%) of the total annual Joint Use Premises rentals divided by the total number of Signatory Airlines immediately prior to the time Airline ceases service at the Airport while the Exclusive Use Premises and Preferential Use are vacant. 7.14 Charges for Services. The provisions contained in this Article 7 shall not preclude the City from seeking reimbursement from Airline or any Air Transportation Company for the cost of services provided to Airline or any Air Transportation Company in compliance with any federal law, rule or regulation which is enacted or amended subsequent to the execution of this Agreement, or for any services or facilities provided subsequent to the execution date of this Agreement at the request of Airline, the cost of which is not currently included in the estimated requirement used to calculate Rentals, Fees, and Charges under this Agreement. Further, nothing shall preclude the City from imposing fees for additional uses, equipment, facilities and services, or from imposing fines, penalties, and assessments for the enforcement of City's rules and regulations. 33 7.15 Extraordinary Coverage. Airline shall pay extraordinary coverage protection payments in the rates for Rentals, Fees, and Charges at the Airport in any Fiscal Year in which the amount of Revenues less O&M Expenses is projected to be less than the minimum coverage required on Debt Service as may be required by the applicable debt covenants, including any Debt Service on Bonds held by the City on behalf of the Airport. Any amounts which must be collected for such extraordinary coverage protection payments will be allocated to the Airfield and Terminal on the basis of the Airport Requirement of such cost centers. 7.16 No Further Charges. Except as stated in this Article 7 or as detailed elsewhere in this Agreement, no further Rentals, Fees and Charges shall be charged by the City to Signatory Airline, for use of Signatory Airline's Leased Premises and the rights, licenses, and privileges granted to Signatory Airline. ARTICLE 8: CHANGES IN RATES FOR RENTALS, FEES, AND CHARGES 8.01 Annual Rate Changes. A. Except for the initial Fiscal Year of this Agreement, no later than sixty (60) calendar days prior to the end of each Fiscal Year, City shall notify Airline of the proposed schedule of rates for Rentals, Fees, and Charges for the ensuing Fiscal Year. Said rates shall be calculated in accordance with and pursuant to Article 7. For the initial Fiscal Year, the Rentals, Fees and Charges will be provided to Airline in writing within two weeks of City's execution of this Agreement. B. The Signatory Airlines, through the AAAC, shall have the right to review and comment upon the proposed operating budget and annual Capital Improvement projects. No later than thirty (30) calendar days after the forwarding of the proposed schedule of rates for Rentals, Fees, and Charges, the City agrees to meet or arrange a conference call with the AAAC at a mutually convenient time for the purpose of discussing such Rentals, Fees, and Charges, as well as any proposed Capital Improvement projects. In advance of that meeting/call, the City shall make available to the 34 AAAC any reasonably requested additional information relating to the determination of the proposed rates and Capital Improvement projects. The City agrees to fully consider the comments and recommendations of the Signatory Airlines prior to finalizing its plans for any Capital Improvements and the schedule of rates for Rentals, Fees, and Charges for the ensuing Fiscal Year. C. Following such meeting/call, the City shall notify Airline of the rates for Rentals, Fees and Charges to be established for the ensuing Fiscal Year. D. If calculation of the new rates for Rentals, Fees, and Charges is not completed by the City and the notice provided in subsection C above is not given prior to the end of the then current Fiscal Year, Airline will be provided written notice that rates for Rentals, Fees, and Charges then in effect shall continue to be paid by Airline until such calculations are concluded and such notice is given. Upon the conclusion of such calculations and the giving of such notice, City shall determine the differences, if any, between the actual Rentals, Fees, and Charges paid by Airline to date for the then current Fiscal Year and the rates for Rentals, Fees, and Charges that would have been paid by Airline if said rates had been in effect beginning on the first calendar day of the Fiscal Year. Those differences shall be applied to the particular Rentals, Fees, and Charges for which any differences in rates resulted in an overpayment or underpayment and shall be remitted by Airline or credited or refunded by the City in the month immediately following the calculation of the new Fiscal Year's rates for Rentals, Fees, and Charges. 8.02 Other Rate Changes. A. Rates for Rentals, Fees, and Charges may be changed up to once per Fiscal Year at any time that unaudited monthly Airport financial data indicates that total Rentals, Fees, and Charges payable pursuant to the then current rate schedules are estimated and anticipated by the City to vary by more than ten percent (10%) from the total Rentals, Fees, and Charges that would be 35 payable based upon the use of the projected monthly financial data then available for said Fiscal Year. B. Nothing herein will limit the ability of the City to adjust Rentals, Fees, and Charges from time to time in order meet the requirements of the Master Bond Ordinance, including, without limitation, reserve funds, the rate covenant, and flow of funds requirement. C. In the event of an emergency safety situation at the Airport, the Rentals, Fees, and Charges also may be changed within thirty (30) calendar days following consultation with the AAAC. D. In the event of any changes to the Rentals, Fees, and Charges as provided in this Section 8.02, the Signatory Airlines' total Rentals, Fees, and Charges payable to City shall be allocated to Airline in accordance with this Agreement. 8.03 Reconciliation. Within one hundred eighty (180) calendar days following the close of each Fiscal Year, or as soon as audited financial data for said Fiscal Year is available, Landing Fees and Terminal Rentals for the preceding Fiscal Year shall be recalculated using audited financial data in accordance with the example set forth in Exhibit G. The resulting amount due to the Air Transportation Companies or due from the Air Transportation Companies shall be applied through an adjustment to the Landing Fees and Terminal Rentals in the then-current Fiscal Year. The City shall notify each airline's AAAC representative of any such adjustment and shall make the adjustment no later than sixty (60) calendar days after completion of the audit. 8.04 City Covenants. The City shall operate the Airport in the same manner as a reasonably prudent airport operator of an airport of substantially similar size, use and activity as the Airport and in a manner so as to produce revenues from concessionaires, tenants and other users of the Airport of a nature and amount which would be produced by a reasonably prudent operator of an airport of substantially similar size, use and 36 activity, with due regard for the interests of the public. ARTICLE 9: AIRLINE IMPROVEMENTS 9.01 Airline Improvements. A. In accordance with Section 9.01.E below, Airline may construct and install, at Airline's sole expense, improvements in its Leased Premises as Airline deems to be necessary for its operations; provided, however, that the plans and specifications, location, and construction schedule for such improvements shall be subject to the advance written approval of the Director, through the tenant alteration form(s). B. Prior to the commencement of any improvements greater than one hundred thousand dollars ($100,000), the City shall have the right to require Airline to obtain, or cause to be obtained, a contract surety bond in a sum equal to the full amount of any construction contract awarded by Airline for the improvements. Said contract security bond shall name the City as an obligee thereunder and shall be drawn in a form and issued by such company reasonably acceptable to City; shall guarantee the faithful performance of necessary construction and completion of improvements in accordance with approved final plans and detailed specifications; and shall protect City against any losses and liability, damages, expenses, claims and judgments caused by or resulting from any failure to perform completely the work described. City reserves the right also to require that Airline acquires or causes to be acquired a payment bond with any contractors of Airline as principal, in a sum equal to the full amount of the construction contract awarded by Airline for the improvements. Said bond shall name the City as an obligee thereunder and shall guarantee payment of all wages for labor and services engaged and of all bills for materials, supplies and equipment used in the performance of said construction contract. Any work associated with such construction or installation shall not unreasonably interfere with the operation of the Airport or otherwise unreasonably interfere with the permitted activities of other Terminal tenants and users. Upon completion 37 of approved construction and within sixty (60) calendar days of Airline's receipt of a certificate of occupancy, a complete set of "as built" drawings shall be delivered to the Director for the permanent record of the City. C. Airline shall furnish or require contractors to furnish satisfactory evidence of statutory workers' compensation insurance, comprehensive general liability insurance, comprehensive automobile insurance and physical damage insurance on a builder's risk form with the interest of City endorsed thereon in such amounts and in such manner as City may reasonably require. City may require additional insurance for any alterations or improvements approved hereunder in such limits as City reasonably determines to be necessary. D. Any construction or installation by or on behalf of Airline shall be at the sole risk of Airline and shall be in accordance with all applicable state and local codes and laws and subject to inspection by the Director and all other applicable governmental agencies. E. All improvements made to Airline's Leased Premises and additions and alterations thereto made by Airline, except those financed by City, shall be and remain the property of Airline until the termination of this Agreement. Upon termination of this Agreement, said improvements, additions and alterations shall become the property of City; provided, however, that any trade fixtures, signs, equipment, and other moveable personal property of Airline not permanently affixed to Airline's Exclusive Use Premises and Preferential Use Premises shall remain the property of Airline, subject to the terms of Article 14. 9.02 Requirements for Alterations to Leased Premises When constructing, altering or repairing an improvement to Airline's Leased Premises, Airline shall execute or cause its contractor to execute (i) a payment bond that conforms to Subchapter I, Chapter 53, Property Code; and (ii) a performance bond in amount equal to the amount of the contract for the protection 38 of the governmental entity and conditioned on the faithful performance of the contractor's work in accordance with the plans, specifications, and contract documents. Further, Airline shall provide to the City Notice of Commencement consistent with Section 2252.909 of Subchapter Z, Chapter 2252, Government Code at least ninety (90) days before the date of such construction, alteration or repair. Such Notice of Commencement must: (1) identify the public property where the work will be performed; (2) describe the work to be performed; (3) state the total cost of work to be performed; (4) include copies of the performance and payment bonds required pursuant to this section of the Agreement; and include a written acknowledgement signed by the contractor stating that copies of the required performance and payment bonds will be provided to all subcontractors not later than the fifth (5th) day after the date a subcontract is executed. On or before the tenth (10th) day after the date the City received such Notice of Commencement, the City may notify the Airline that the construction, alteration or repair may not proceed. Airline understands that a person commits an offense if the person materially misrepresents information in the Notice of Commencement. Such offense is a Class A misdemeanor. ARTICLE 10: DAMAGE OR DESTRUCTION 10.01 Partial Damage. If any part of Airline's Leased Premises, or adjacent facilities directly and substantially affecting the use of Airline's Leased Premises, shall be partially damaged by fire or other casualty other than that caused by Airline, but said circumstances do not render Airline's Leased Premises untenantable as reasonably determined by the City, the same shall be repaired to usable condition with due diligence by the City, or by Airline if agreed to by both parties, as hereinafter provided and limited. No abatement of rentals shall accrue to Airline so long as Airline's Leased Premises remain tenantable. Any partial damage caused by Airline shall be repaired by the City to similar conditions existing prior to the partial damage, and the cost of such repair not otherwise covered by insurance proceeds received by City shall be invoiced directly to Airline and is due and payable within thirty (30) calendar days of Airline's receipt. 39 10.02 Substantial Damage. If any part of Airline's Leased Premises, or adjacent facilities directly and substantially affecting the use of Airline's Leased Premises, shall be so extensively damaged by fire or other casualty, other than that caused by Airline, as to render any portion of Airline's Leased Premises untenantable but capable of being repaired, as reasonably determined by City, the same shall be repaired within a reasonable period to usable condition with due diligence by City as hereinafter provided and limited. In such case, the rentals payable hereunder with respect to affected Airline Leased Premises shall be paid up to the time of such damage and shall thereafter be abated equitably in proportion as the part of the area rendered untenantable bears to the total Leased Premises until such time as such affected Airline's Leased Premises shall be restored adequately for use. City shall use "commercially reasonable" efforts to provide Airline with comparable alternate facilities to continue its operation while repairs are being completed at a rental rate not to exceed that provided for in this Agreement for the Airline's existing space. Any substantial damage caused by Airline shall be repaired by the City and the cost of such repair not otherwise covered by insurance proceeds received by City shall be invoiced directly to Airline, due and payable upon receipt. 10.03 Destruction. A. If any part of Airline's Leased Premises, or adjacent facilities directly and substantially affecting the use of Airline's Leased Premises, shall be damaged by fire or other casualty, and is so extensively damaged as to render any portion of Airline's Leased Premises incapable of being repaired within ninety (90) calendar days, as reasonably determined by the City, the City shall notify Airline of its decision whether to reconstruct or replace said space; provided, however, the City shall be under no obligation to replace or reconstruct such premises. The rentals payable hereunder with respect to the affected Airline's Leased Premises shall be paid up to the time of such damage and thereafter shall abate until such time as replacement or reconstructed space becomes available for use by Airline. If this occurs, Airline may terminate this Agreement, effective as of the date of written 40 notice to the City. Any destruction caused by Airline shall be repaired by the City and the cost of such repair not otherwise covered by insurance proceeds received by City shall be invoiced directly to Airline, due and payable upon receipt. B. In the event the City elects to reconstruct or replace the affected Airline's Leased Premises, the City shall provide Airline with comparable alternate facilities to continue its operation while reconstruction or replacement is being completed at a rental rate not to exceed that provided for in this Agreement for the Airline's existing space. C. In the event the City elects to not reconstruct or replace the affected Airline's Leased Premises, the City shall meet and consult with Airline on ways and means to permanently provide Airline with adequate replacement space for the affected Airline's Leased Premises. In such event, the City agrees to amend this Agreement to reflect related additions and deletions to Airline's Leased Premises. Airline is not bound to accept the replacement space and may terminate this Agreement, as described in Section 10.03.A, above. 10.04 Damage Caused By Airline. Notwithstanding the provisions of this Article 10, in the event that due to the acts or omissions of Airline, its employees, contractors, its agents, or licensees, Airline's Leased Premises shall be damaged or destroyed by fire, other casualty or otherwise, there shall be no abatement of rentals during the repair or replacement of the Airline's Leased Premises. To the extent that the costs of repairs exceed the amount of any insurance proceeds payable to City by reason of such damage or destruction, Airline shall pay the amount of such additional reasonable costs to City due and payable upon demand. 41 10.05 City's Responsibilities. City shall maintain adequate levels of insurance; provided however, that City's obligations to repair, reconstruct, or replace affected premises under the provisions of this Article 10 shall in any event be limited to restoring the affected Airline's Leased Premises to substantially the same condition that existed at the date of damage or destruction, including any subsequent improvements made by City, and shall further be limited to the extent of insurance proceeds and other funds available to City for such repair, reconstruction, or replacement; provided further, that City shall in no way be responsible for the restoration or replacement of any equipment, furnishings, personal property, real property improvements, signs, or other items installed and/or owned by Airline in accordance with this Agreement, unless Airline proves that the damage or destruction is caused by the negligence or willful act or omission of City, its officials, agents, or employees acting within the course or scope of their employment. ARTICLE 11: INDEMNIFICATION AND INSURANCE 11.01 Indemnification. A. Airline shall indemnify, save, hold harmless, and defend City, its officials, agents and employees, its successors and assigns, individually or collectively, from and against any claim, action, loss, damage, injury, liability, and the cost and expense of whatsoever kind or nature (including, but not limited to, reasonable attorney fees, disbursements, court costs, and expert fees) based upon injury to persons, including death, or damage to property to the extent arising out of, resulting from, or incident to Airline's performance of its obligations under this Agreement, or in conjunction with Airline's use and occupancy of Airline's Leased Premises or use of the Airport, except to the extent such injury or damage is occasioned by the sole negligence or willful 42 misconduct of City, its officers, employees, or agents. B. Airline shall indemnify, save, hold harmless, and defend City, its officials, agents and employees, its successors and assigns, individually or collectively, from and against any claim, action, loss, damage, injury, liability, and the cost and expense of whatsoever kind or nature (including, but not limited to, reasonable attorney fees, disbursements, court costs, and expert fees) and any fines in any way arising from or based upon the violation of any federal, state, or municipal laws, statutes, resolutions, or regulations, including rules or regulations of the City by Airline, its agents, employees, or successors and assigns in conjunction with Airline's use and/or occupancy of Airline's Leased Premises or the Airport except to the extent such injury or damage is occasioned by the negligence or willful misconduct of City, its officers, employees, or agents. C. The provisions of this Section 11.01 shall survive the expiration or termination of this Agreement. 11.02 Insurance. A. Without limiting or expanding Airline's obligation to indemnify City, as provided for in Section 11.01, Airline shall procure and maintain in force at all times during the Term of this Agreement comprehensive Airport premises liability and aviation insurance to protect against personal injury, bodily injury liability and property damage liability. The limits for Signatory Airlines shall be in an aggregate amount of not less than $250,000,000 per occurrence, combined single limit; provided, however, coverage for non- passengers shall be not less than an aggregate amount of$25,000,000 per occurrence. In addition, Airline shall procure and maintain in force during the Term of this Agreement liability insurance applicable to the ownership, 43 maintenance, use or operation of any automobile, mobile equipment or other ground vehicle at the Airport (including owned, non-owned, or hired) in an amount of not less than $5,000,000 per occurrence. B. The aforesaid amounts and types of insurance shall be reviewed from time to time by City and may be adjusted by City if City reasonably determines such adjustments are necessary to protect City's interests and agreed to by Airline. Airline shall furnish City prior to the Effective Date a certificate or certificates of insurance as evidence that such insurance is in force. City reserves the right to require a certified copy of each certificate upon request. Airline shall name City as an additional insured on such insurance policy or policies to the extent of the obligations assumed under Section 11.01. Said policies shall be issued by insurance companies of recognized financial responsibility and, in a form and content reasonably satisfactory to City, and shall provide for thirty (30) calendar days advance written notice to City prior to the cancellation of or any adverse material change in such policies and ten (10) calendar days' notice for non-payment of premium, except for cancellation or modification in the event of war and/or nuclear detonation. Failure to provide and/or maintain the required insurance coverage as set forth herein is grounds for immediate termination of this Agreement. C. Airline shall procure and maintain in force during the Term of this Agreement workers' compensation coverage in accordance with state law and employers' liability in an amount not less than $1,000,000 each accident and each disease through a licensed insurance company. The contract for coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to ensure that all workers' compensation obligations incurred by the Airline will be promptly met. 11.03 Waiver of Subrogation. City and Airline hereby mutually waive any and all rights of recovery against the other party arising out of damage or destruction of the buildings, Airline's Leased Premises, or any other 44 property from causes included under any property insurance policies to the extent such damage or destruction is covered by the proceeds of such policies and whether or not such damage or destruction shall have been caused by the parties, their officers, employees or agents, but only to the extent that the insurance policies then in force permit such waiver. All policies of insurance shall contain, to the extent available, this waiver of subrogation provision and the cost of such provision shall be borne by the primary insured. ARTICLE 12: TERMINATION BY CITY 12.01 Events of Default. The events described below shall be deemed events of default by Airline: A. Upon the occurrence of any one of the following events of default, City may give thirty (30) calendar days' written notice as provided in Section 12.03. (1) The appointment of a trustee, custodian, or receiver of all or a substantial portion of Airline's assets or the subletting of Airline's Leased Premises without City Council authorization except as permitted under Article 15. (2) The divestiture of Airline's estate herein by operation of law, by dissolution, or by liquidation. (3) The Airline shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or shall seek a reorganization or the readjustment of its indebtedness under any law or statute of the United States or of any state thereof. (4) The voluntary discontinuance for a period of at least sixty (60) consecutive days by Airline of its operations at the Airport unless otherwise approved by City in writing, except when discontinuance is due to fire, earthquake, strike, governmental action, default of the City, or other cause beyond Airline's 45 control, and except when discontinuance is due to a consented assignment or sublease pursuant to Article 15. (5) The failure to cure a default in the performance of any of the material terms, covenants and conditions required herein within thirty (30) calendar days of receipt of written notice by City to do so; or if by reason of the nature of such default, the same cannot be remedied within thirty (30) calendar days following receipt by Airline of written demand from City to do so, Airline fails to commence the remedying of such default within said thirty (30) calendar days following such written notice, or having so commenced, shall fail thereafter to continue as promptly as reasonably practical the curing thereof; provided however, Airline's performance under this Section 12.01 shall be subject to the provisions of Section 18.25 of this Agreement. Airline shall have the burden of proof to demonstrate to the City's satisfaction (i) that the default cannot be cured within thirty (30) calendar days, and (ii) that it is proceeding with diligence to cure said default, and that such default will be cured within a reasonable period of time. B. Upon the occurrence of any one of the following events of default, City may immediately issue written notice of default: (1) The failure by Airline to pay any part of the Rentals, Fees, and Charges, PFCs or any other sum due hereunder and the continued failure to pay said amounts in full within ten (10) calendar days of City's written notice of payments past due. Provided, however, if a dispute arises between City and Airline with respect to any obligation or alleged obligation of Airline to make payments to City, payments under protest by Airline of the amount due shall not waive any of Airline's rights to contest the validity or amount of such payment. (2) The failure by Airline to maintain the minimum required insurance coverage as required by Section 11.02; provided, the City shall have the right to immediately suspend Airline's right to operate at the Airport until Airline has 46 obtained the minimum required insurance coverage. (3) If any act occurs through the fault or neglect of Airline which by law operates to deprive Airline permanently of the rights, power and privileges necessary for the lawful conduct and operation of its business at the Airport. 12.02 Continuing Responsibilities of Airline. Notwithstanding the occurrence of any event of default, Airline shall remain liable to City for all Rentals, Fees, and Charges payable hereunder and for all preceding breaches by Airline of any covenant of this Agreement. Furthermore, unless City elects to terminate this Agreement, at its sole discretion, Airline shall remain liable for and promptly pay all Rentals, Fees, and Charges accruing hereunder until termination or expiration of this Agreement as set forth in Article 3 or until this Agreement is terminated by Airline pursuant to Article 13. 12.03 City's Remedies. Upon the occurrence of any event enumerated in Section 12.01.A, the following remedies shall be available to City: A. City may exercise any remedy provided by law or in equity including, but not limited to, the remedies hereinafter specified. B. City may terminate this Agreement, effective upon the date specified in the notice of termination. For events enumerated in Section 12.01.A, such date shall be not less than thirty (30) calendar days from said date of receipt of notice. Upon such date, Airline shall be deemed to have no further rights hereunder and City shall have the right to take immediate possession of Airline's Leased Premises. C. City may reenter Airline's Leased Premises and may remove all of Airline's persons and property from same upon the date of reentry specified in City's written notice of reentry to Airline. For events enumerated in Section 12.01.A, reentry shall be not less than thirty (30) calendar days from the date of notice of reentry. Upon any removal of Airline property by City 47 hereunder, Airline's property may be stored at Airline's sole risk, cost and expense or if abandoned, sold and the proceeds applied to any damages incurred by the City. D. City may re-let Airline's Leased Premises and any improvements thereon, or any part thereof, at such lease rates and upon such other terms and conditions as City, in its sole discretion, may deem advisable, with the right to make alterations, repairs of improvements on Airline's Leased Premises. In re-letting Airline's Leased Premises, City shall be obligated to make a good faith effort to obtain terms no less favorable to City than those contained herein and otherwise seek to mitigate any damages it may suffer as a result of Airline's event of default. E. In the event that City relets Airline's Leased Premises, Rentals, Fees, and Charges received by City from such re-letting shall be applied in the following order of priority: (i) to the payment of any indebtedness other than Rentals, Fees, and Charges due hereunder from Airline to City; (ii) to the payment of any cost of such re-letting; and (iii) to the payment of Rentals, Fees, and Charges due and unpaid hereunder. The residue, if any, shall be held by City and applied in payment of future Rentals, Fees, and Charges as the same may become due and payable. If that portion of such Rentals, Fees, and Charges received from such re-letting and applied to the payment of Rentals, Fees, and Charges is less than the Rentals, Fees and Charges payable during applicable periods by Airline hereunder, then Airline shall pay such deficiency to City. Airline shall also pay to City, as soon as ascertained, any costs and expenses incurred by City in such re-letting not covered by the Rentals, Fees, and Charges received from such re-letting. F. Airline shall pay to City all other costs incurred by City in the exercise of any remedy in this Article 12 including, but not limited to, reasonable attorneys' fees, disbursements, court costs, and expert fees. 48 ARTICLE 13: TERMINATION BY AIRLINE 13.01 Events of Default. The events described below shall be deemed events of default by City: A. City fails to keep, perform or observe any term, covenant or condition herein contained to be kept, performed, or observed by City and such failure continues for thirty (30) calendar days after receipt of written notice from Airline; or, if by its nature such default cannot be cured within such thirty (30) calendar day period, City shall not commence to cure or remove such default within said thirty (30) calendar days and to cure or remove the same as promptly as reasonably practicable; provided, however, City's performance under this Section shall be subject to the provisions of Section 18.25 of this Agreement. B. Airport is closed to flights in general for reasons other than weather, acts of God, or other reasons beyond City's control, or to the flights of Airline for reasons other than those circumstances within Airline's control, and Airport fails to be reopened to such flights within sixty (60) consecutive days from such closure. C. The Airport is permanently closed as an air carrier airport by act of any federal, state, or local government agency having competent jurisdiction; or Airline is unable to use Airport for a period of at least ninety (90) consecutive days due to any law, order, rule or regulation of any governmental authority having jurisdiction over the operations of the Airport; or any court of competent jurisdiction issues an injunction preventing City or Airline from using Airport for airport purposes, for reasons other than those circumstances within Airline's control, and such injunction remains in force for a period of at least ninety (90) consecutive days. D. The United States Government or any authorized agency of the same (by executive order or otherwise) assumes the operation, control or use of the 49 Airport in such a manner as to substantially restrict Airline from conducting its operations, if such restriction remains in force for a period of sixty (60) consecutive days or more. 13.02 Airline's Remedy. Upon the occurrence of any events of default enumerated in Section 13.01, Airline shall be permitted to terminate this Agreement; provided, however, Airline termination, due to events of default under the provisions of Section 13.01, shall not be effective unless and until at least thirty (30) calendar days, or such longer period as provided in Section 13.01, have elapsed after written notice to the City specifying the date upon which such termination shall take effect and the reason for such termination. In the event of termination, Airline shall surrender the Airline's Leased Premises in accordance with Article 14 hereof. ARTICLE 14: SURRENDER OF AIRLINE PREMISES 14.01 Surrender and Delivery. Upon termination of this Agreement, Airline shall promptly and peaceably surrender to City Airline's Leased Premises and all improvements thereon to which City is entitled, without destruction or waste, and return the Leased Premises in a rentable condition; provided, however, nothing in this section shall be construed to modify the obligations of the parties set forth elsewhere in this Agreement, including but not limited to Exhibits B and C. 14.02 Removal of Property. Airline shall have the right at any time during the Term of this Agreement to remove from the Airport its aircraft, tools, equipment, trade fixtures, and other personal property, title to which shall remain in Airline unless otherwise set forth in this Agreement, and shall remove such aircraft, tools, equipment, trade fixtures, and other personal property within thirty (30) calendar days following termination of this Agreement, whether by expiration of time or otherwise, as provided herein, subject to any valid lien which City may have thereon for unpaid Rentals, Fees, and Charges. Notwithstanding anything to the contrary contained herein, City hereby waives any statutory or contractual lien it may now have or hereafter have with respect to Airline's aircraft. Airline shall not 50 abandon any portion of its property at the Airport without the written consent of City. Any and all property not removed by Airline within thirty (30) calendar days following the date of termination of this Agreement shall, at the option of the City, (i) become the property of the City at no cost to the City; (ii) be stored by the City, at no cost to the City; or (iii) be sold at public or private sale at no cost to the City. All of Airline's personal property located on Airline's Leased Premises is at the risk of Airline only, and the City is not liable for damage to said personal property in, at or on Airline's Leased Premises or to Airline. Except as may be agreed to otherwise by the City and Airline, all City property damaged by or as a result of the removal of Airline's property shall be restored by Airline to the condition existing before such damage, less reasonable wear and tear, at Airline's expense. ARTICLE 15: ASSIGNMENT AND SUBLETTING AGREEMENTS 15.01 Assignment and Subletting by Airline. A. Except for an assignment to a parent, corporate affiliate, or subsidiary, which is hereby authorized, Airline may not at any time assign, transfer, convey, sublet, mortgage, pledge, or encumber its interest under this Agreement or any part of Airline's Leased Premises without the prior written consent of the City, which consent will not be unreasonably withheld. The above prohibition does not apply with respect to any company with which Airline may merge or consolidate, or which may acquire substantially all of Airline's assets. In the event that Airline shall, directly or indirectly, assign, sell, hypothecate or otherwise transfer this Agreement, or any portion of Airline's Leased Premises, without the prior written consent of the City except as allowed above, the City, in its sole discretion may terminate this Agreement. B. Airline shall not sublease Airline's Leased Premises without the prior written consent of City, which consent may be withheld if City has substantially similar space available, but unleased, or if City can make such space available for lease within a reasonable time. Use of Airline's Exclusive Use 51 Premises or Preferential Use Premises or any part thereof, by anyone other than Airline or an Air Transportation Company being handled by Airline shall be deemed a sublease. C. Airline shall include with its request for consent to assign or sublease, a copy of the proposed assignment or sublease agreement, if prepared. In the event such proposed agreement has not been prepared, a written summary of the material terms and conditions to be contained in such agreement shall be included with Airline's request for consent by the City. The assignment or sublease agreement or written summary submitted with Airline's request shall include the following information: (i) the term; (ii) the area or space to be assigned or subleased; (iii) the sublease rentals to be charged; and (iv) the provision that assignee or sublessee must execute a separate Operating Agreement with City. Any other information reasonably requested by City pertaining to said sublease or assignment shall be promptly provided by Airline. A fully executed copy of such sublease or assignment shall be submitted to City for final consent before occupancy of Airline's Leased Premises, or any portion thereof, by the assignee or sublessee. D. In the event the Rentals, Fees, and Charges for subleased premises exceed the Rentals, Fees, and Charges payable by Airline for said premises pursuant to this Agreement, Airline shall pay to City the excess of the Rentals, Fees, and Charges received from the sublessee over that specified to be paid by Airline herein; provided however, Airline may charge a reasonable fee for administrative costs, not to exceed fifteen percent (15%) of the specified sublease rental, and such fee shall not be considered part of excess Rentals, Fees, and Charges. Airline may also charge a reasonable fee to others for the use of Airline's capital equipment and to charge for use of utilities and other services being paid for by Airline. E. Nothing in this Article 15 shall be construed to release Airline from its obligations under this Agreement including, but not limited to, the payment 52 of Rentals, Fees, and Charges provided herein. ARTICLE 16: AVAILABILITY OF ADEQUATE FACILITIES 16.01 Declaration of Intent. The parties acknowledge the objective of the City to offer to all Air Transportation Companies desiring to serve Airport access to the Airport and to provide adequate gate positions and space in the Terminal and Apron Area. Recognizing that physical and financial limitations may preclude timely expansion of the Terminal and Apron Area areas in order to meet the stated requests of Airline and/or such other Air Transportation Companies for additional facilities, the City hereby states its intent to pursue the objective of achieving an optimum balance in the overall utilization of gates. 16.02 Utilization Requirement. Preferential status of gate lounges and the associated Apron Area and passenger boarding bridges will require a minimum of four turns per day, at least four times a week. The City will periodically determine whether Airline is meeting the minimum utilization using Airline's published schedule available for sale during the upcoming ninety (90) day period. The City shall provide written notice ninety (90) days in advance of any revocation of such preferential status with respect to any of Airline's gate lounges, associated Apron Area and passenger boarding bridges, for failure to meet such minimum operational requirements provided another Air Transportation Company has requested a gate lounge and the City has determined it necessary to revoke Airline's preferential status with respect to such gate lounge, associated Apron Area and passenger boarding bridge to accommodate such other Air Transportation Company. Further, Airline shall be provided ninety (90) days to adjust its schedules in order to meet such minimum operational requirements. 16.03 Accommodation of Requesting Airline. City shall not require Airline to accommodate a requesting Air Transportation Company if City has unleased gates and facilities which can reasonably accommodate the needs of requesting Air Transportation Company ("Requesting Company"). Airline shall cooperate with City to accommodate the needs of the Requesting Company by permitting such 53 Requesting Company to utilize Airline's Preferential Use Premises for the time period necessary to permit passenger loading and unloading operations in conjunction with the scheduled operations of such Requesting Company at times when the use of such facilities shall not interfere with Airline's (or its Affiliate Airlines') planned operations, including irregular operations and remain overnight operations. In determining if Airline shall be required to accommodate a Requesting Company, the City shall consider Airline's capabilities, capacity, and facilities, after taking into account Airline's own requirements and contractual obligations, the compatibility of Requesting Company's proposed operations with those of Airline, and the need for labor harmony. During the period of and in connection with any such accommodation, the use by the Requesting Company shall be subject to the following: (i) Requesting Company shall pay the applicable Per Turn Fees charged by the City, and Airline shall be entitled to a credit from the City in the amount of such Per Turn Fees against the Airline's monthly Terminal Rentals; (ii) Indemnify the City and Airline in the manner and to the extent required of Airline pursuant to Section 11.01 herein; (iii) Carry the same types and amounts of insurance as required by Airline pursuant to Sections 11.02 and 11.03 herein; and (iv) Requesting Company shall acknowledge these obligations, and such other obligations as the City may reasonably require, in writing to the City in the form required by the City. Airline shall not be obligated to accommodate a Requesting Company until the City provides written notice that it has received the acknowledgement of the obligations in (i) through (iii) above from the Requesting Company. 16.04 Relocation of Airline. With regard to Airline's Leased Premises, the City reserves the right to relocate Airline in order to maintain the most efficient use of the Terminal as determined by the Director. The City shall consult with Airline and shall provide the Airline with ninety (90) days written notice prior to any such relocation. Upon any such relocation, the City will provide replacement space that is 54 comparable in size, finish and utility to that which is to be vacated and to coordinate any such relocation with Airline. In the event that such a request is made by City, the City will fund the reasonable improvement and relocation related costs for any relocation to match what was in existence and Airline shall not be required to pay a greater total rental amount for the relocated space; provided, however, Airline's total rental amount shall be reduced if the replacement space is smaller than the space so vacated. ARTICLE 17: GOVERNMENT INCLUSION 17.01 Government Agreements. This Agreement shall be subordinate to the provisions of any existing or future agreements between City and the United States Government or other governmental authority, relative to the operation or maintenance of the Airport, the execution of which has been or will be required as a condition precedent to the granting of federal or other governmental funds for the development of the Airport, to the extent that the provisions of any such existing or future agreements are generally required by the United States or other governmental authority of other airports receiving such funds. City agrees to provide Airline written advance notice of any provisions which would adversely modify the material terms of this Agreement. City covenants that, as of the Effective Date, it has no existing agreements with the United States Government or other governmental authority in conflict with the express provisions of this Agreement. 17.02 Federal Government's Emergency Clause. All provisions of this Agreement shall be subordinate to the rights of the United States of America to operate the Airport or any part thereof during time of war or national emergency. Such rights shall supersede any provisions of this Agreement inconsistent with the operations of the Airport by the United States of America. 17.03 Nondiscrimination A. During the performance of this Agreement, Airline, for itself, its assignees 55 and successors in interest agrees to comply with the non-discrimination statutes and authorities, including but not limited to those set forth in Exhibit J hereto. B. Airline acknowledges that the provisions of 49 CFR, Part 23, Disadvantaged Business Enterprises ("DBE"), as said regulations may be amended, and such other similar regulations as may be enacted, may be applicable to the activities of Airline under the terms of this Agreement, unless exempted by said regulations, and hereby agrees to comply with the FAA and the U.S. Department of Transportation in reference thereto. These regulations may include, but not be limited to, compliance with DBE participation goals, the keeping of certain records of good faith compliance efforts which would be subject to review by the various agencies, the submission of various reports and, if so directed, the contracting of specified percentages of goods and services contracts to Disadvantaged Business Enterprises. C. In the event of breach of any of the above nondiscrimination covenants, City shall have the right to terminate this Agreement after such action as the United States Government may direct to enforce this covenant has been followed and completed, including exercise or expiration of appeal rights. 17.04 Security Airline must comply with, and require compliance by its assignees and sublessees, if any, and both its and their respective contractors, suppliers of materials and furnishers of services, employees, agents, and business invitees (excluding passengers) with, all present, amended, and future laws, rules, regulations, and ordinances promulgated by the City, the Airport Security Plan ("ASP"), the FAA, Transportation Security Administration ("TSK) or other governmental agencies to protect the security and integrity of the Secured Area ("SA"), the Air Operations Area ("AOA"), and the Security Identification Display Area ("SIDA"), as defined by the City, the FAA, and TSA, and to protect against access to the SA, AOA, and SIDA by unauthorized persons. Subject to the approval of the Director, Airline must adopt procedures to control and limit access to the SA, AOA, and SIDA by Airline, its assignees and sublessees, and its and their respective agents, contractors, suppliers of materials and furnishers of 56 services, employees, and business invitees (excluding passengers) in accordance with all present and future ASP, FAA, and TSA laws, rules, regulations, and ordinances. Airline further agrees to indemnify, hold harmless, and defend the City, its officers, agents, and employees against the risk of legal liability for death, injury, or damage to persons or property, or fees and expenses, direct or consequential, arising from entry of the SA or SIDA permitted, allowed or otherwise made possible by Airline, its sublessees or its or their respective agents, contractors, suppliers of materials and furnishers of services, employees, business invitees (excluding passengers), agents, or any person under the direction of Airline, which entry violates the City, ASP, FAA, or TSA laws, rules, regulations, or ordinances or Airline's Director-approved procedures for controlling access to the SA or SIDA as provided hereinabove. Airline must obtain employee identification badges for all personnel authorized by Airline to have access to the SA, AOA, and SIDA in accordance with the provisions of Federal Aviation Regulations, 49 CFR Part 1542, and other applicable laws, rules, regulations and ordinances. Airline must pay all fines associated with security breaches/infractions by Airline and its sublessees and its and their respective agents, officers, business invitees (excluding passengers), and employees in the SA, AOA, and SIDA, regardless of whether the fine is assessed to the City, Airport or Airline and/or its sublessees, and it's or their respective agents, officers, business invitees (excluding passengers), or employees; however, Airline may contest such fine in accordance with administrative procedures of the agency issuing the fine. ARTICLE 18: GENERAL PROVISIONS 18.01 Subordination to Master Bond Ordinance A. This Agreement and all rights granted to Airline hereunder are expressly subordinated and subject to the lien and provisions of the pledges, transfer, hypothecation, and assignments made by City in the Master Bond 57 Ordinance. City expressly reserves the right to make such pledges and grant such liens and enter into covenants as it may deem necessary or desirable to secure and provide for the payment of any bonds issued pursuant to the Master Bond Ordinance, provided that City will not take any actions that would be inconsistent with the terms and conditions of this Agreement. B. With respect to any bonds issued pursuant to the Master Bond Ordinance, the interest on which is intended to be excludable from gross income for the holders of such bonds for federal income tax purposes under the Internal Revenue Code of 1986, Airline agrees that it will not act, or fail to act with respect to the use of the Airport and the Leased Premises, if the act or failure to act may cause the City to be in non-compliance with the provisions of the Internal Revenue Code of 1986 as they may be amended, supplemented, or replaced, or the regulations or ruling issued hereunder, nor will Airline take, or persist in, any action or omission which may cause the interest on the tax-exempt bonds either (i) not to be excludable from the gross income of the holders thereof for federal income tax purposes; or (ii) to become subject to the alternative minimum tax (AMT) for federal income tax purposes. 18.02 Non-waiver. No waiver of default by either party of any of the terms, covenants, or conditions of this Agreement to be performed, kept and observed by the other party shall be construed to be or act as a waiver of any subsequent default of any of the terms, covenants and conditions to be performed, kept and observed by the other party and shall not be deemed a waiver of any right on the part of the other party to terminate this Agreement as provided herein. 18.03 Rights Non-Exclusive. Notwithstanding anything herein contained that may be or appear to the contrary, the rights, privileges and licenses granted under this Agreement, except Exclusive Use Premises, are "non-exclusive" and the City reserves the right to grant similar privileges to others. 58 18.04 Quiet Enjoyment. A. City agrees that, so long as Airline's payment of Rentals, Fees, and Charges is timely and Airline keeps all covenants and agreements contained herein, Airline shall peaceably have and enjoy Airline's Leased Premises and all rights, privileges and licenses of the Airport, its appurtenances and facilities granted herein, subject to the terms and conditions herein contained. B. Consistent with the nature of Airline's business, Airline agrees that occupancy of Airline's Leased Premises will be lawful and quiet and that it will not knowingly use or permit the use of Airline's Leased Premises in any way that would violate the terms of this Agreement, create a nuisance, or disturb other tenants or the general public. Airline shall be responsible for the activity of its officers, employees, agents, and others under its control with respect to this provision. 18.05 Performance. The parties expressly agree that time is of the essence in this Agreement. Failure by a party to complete performance within the time specified, or within a reasonable time if no time is specified herein, shall relieve the other party, without liability, of any obligation to accept such performance. 18.06 Avigation Rights. The City reserves unto itself, its successors, and assigns for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the Airport, including Airline's Leased Premises, for navigation or flight in the said airspace for landing on, taking off from, or operating at the Airport. 18.07 Rules and Regulations. A. Airline, its officers, employees, agents and others under its control shall observe and obey all laws, rules, regulations, ordinances, and orders of the federal, state, county and municipal governments which may be applicable 59 to Airline's operations at the Airport. B. The City may from time to time adopt, amend or revise reasonable and non- discriminatory rules, regulations and minimum standards for the conduct of operations at the Airport for reasons of safety, health, preservation of the property or for the maintenance of the good and orderly appearance of the Airport. Airline, its officers, employees, agents, and others under its control shall faithfully comply with and observe such rules, regulations and minimum standards, except as they may conflict with the terms and provisions of this Agreement or the regulations of another governmental authority having appropriate jurisdiction. These rules and regulations can be found in the Terminal Operations Manual set forth in Exhibit F. C. Airline shall be strictly liable and responsible for obtaining, maintaining current, and fully complying with any and all permits, licenses, and other governmental authorizations, however designated, as may be required at any time throughout the entire Term of this Agreement by any federal, state, or local governmental entity or any court of law having jurisdiction over Airline or Airline's operations and activities at the Airport. 18.08 Inspection. Airline shall allow the City's authorized representatives access to Airline's Leased Premises for the purpose of examining and inspecting said premises; for purposes necessary, incidental to, or connected with the performance of its obligations under this Agreement, for operational need to coordinate with Airline agents, or, in the exercise of its governmental functions. Except in the case of an emergency, upon reasonable advance notice, the City shall conduct such inspections during reasonable business hours with reasonable notice and in the presence of Airline's representative. 18.09 No Individual Liability. No official, officer, agent, director, or employee of the City or Airline shall be charged personally or held contractually liable by or to the other party under the terms or provisions of this Agreement or because of any breach thereof or because of its or their execution or attempted execution. 60 18.10 Relationship of Parties. Nothing contained herein shall be deemed or construed by the parties hereto, or by any third party, as creating the relationship of principal and agent, partners, joint venturers, or any other similar such relationship between the parties hereto. It is understood and agreed that neither the method of computation of Rentals, Fees, and Charges, nor any other provisions contained herein, nor any acts of the parties hereto, creates a relationship other than the relationship of landlord and tenant. 18.11 Capacity to Execute. Each of the parties hereto warrants and represents that the execution and delivery of this Agreement by the undersigned representative(s) has been duly authorized by all necessary corporate or municipal action, as applicable. 18.12 Savings,. The parties hereto acknowledge that they have thoroughly read this Agreement, including any exhibits or attachments hereto and have sought and received whatever competent advice and counsel was necessary for them to form a full and complete understanding of all rights and obligations herein. The parties further acknowledge that this Agreement is the result of open negotiations between the parties and shall not be construed against the City by reason of the preparation of this Agreement by the City. 18.13 Successors and Assigns Bound. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. 18.14 Incorporation of Exhibits. All exhibits and attachments referred to in this Agreement are intended to be and are hereby specifically made a part of this Agreement. 18.15 Titles. Section titles are inserted only as a matter of convenience and for reference, and in no way define, limit or describe the scope or extent of any provision of this Agreement. 18.16 Severability. In the event that any covenant, condition or provision of this Agreement is held to be invalid by any court of competent jurisdiction, the invalidity 61 of such covenant, condition, or provision shall not materially prejudice either the City or Airline in their respective rights and obligations contained in the valid covenants, conditions or provisions of this Agreement. 18.17 Amendments. This Agreement constitutes the entire agreement between the parties. Except as provided herein, no amendment, modification or alteration of the terms of this Agreement shall be binding unless the same be in writing, dated subsequent to the date hereof, and executed by the parties. 18.18 Most Favored Nations. The City agrees not to enter into any Agreement with any other 14 CFR Part 121 Air Transportation Companies conducting similar operations at the Airport after the Effective Date of this Agreement that contains more favorable terms and conditions, landing fees, rentals or other charges than those provided in this Agreement. Such "similar operations at the Airport" means regularly scheduled commercial airline service that shall be conducted at the Terminal. Notwithstanding the foregoing, the City may offer incentives or discounts consistent with FAA guidelines and/or policies in setting Rentals, Fees, and Charges with any Air Transportation Company. 18.19 Other Agreements. Other than as set forth herein, nothing contained in this Agreement shall be deemed or construed to nullify, restrict or modify in any manner the provisions of any other agreement or contract between City and Airline authorizing the use of the Airport, its facilities and appurtenances. 18.20 Affiliate Airline. All Affiliates must execute an Operating Agreement with the City prior to the designation by Airline as an Affiliate. Airline shall be responsible for the actions and any and all charges of any such designated Affiliate Airline while such designated Affiliate Airline operates at the Airport on behalf of Airline. Airline must provide City with a listing in writing of all of Airline's designated Affiliate Airlines and the relationship each Affiliate Airline has with Airline which meets the definition of Affiliate. Airline shall give City thirty (30) calendar days' written notice of any change to the Affiliate designation and, if such notice request removes the "affiliate" designation from an Air Transportation Company, Airline will no longer 62 be a guarantor of that former Affiliate Airline. During the period of time that an airline is an Affiliate in accordance with the terms hereof, such Affiliate (i) will have the same rights to use Airline's Leased Premises and the Airport as Airline; and (ii) will be charged at the same rates as Airline without payment of any Non-Signatory Premiums. An Affiliate will not be entitled to an MII vote as a result of its Affiliate relationship with Airline; however Airline's landed weight with respect to flying by the Affiliate on behalf of Airline will be added to those of Airline for purposes of Airline's participation in an MII vote. 18.21 Approvals A. Whenever this Agreement calls for approval by the City, such approval shall be evidenced by the written approval of the Director. B. Any approval required by either party to this Agreement shall not be unreasonably withheld or delayed unless otherwise specified in the Agreement. 18.22 Notice. A. All notices, requests, consents and approvals served or given under this Agreement shall be served or given by the parties in writing by certified mail. If intended for the City, notices shall be delivered to: Director of Aviation City of Corpus Christi 1000 International Drive Corpus Christi TX 78406 or to such other address as may be designated by the City by written notice to Airline as stipulated above. 63 B. Notices to Airline shall be delivered in the manner set out above to: or to such other address as may be designated by Airline by written notice to the City as stipulated above. 18.23 Agent For Service. It is expressly understood and agreed that if Airline is not a resident of the state of Texas, is an association or partnership without a member or partner resident of said state, or is a foreign corporation not licensed to do business in Texas, then, in any such event, Airline shall appoint an agent for the purpose of service of process in any court action between it and the City arising out of or based upon this Agreement. Airline shall immediately notify the City, in writing, of the name and address of said agent. Such service shall be made as provided by the laws of the state of Texas for service upon a non-resident engaging in business in the state. It is further expressly agreed, covenanted and stipulated that, if for any reason, such service of process is not possible, as an alternative method of service of process, Airline may be personally served out of the state of Texas by the certified mailing of such service at the address set forth in Section 18.22. 18.24 Governing Law. This Agreement is to be read and construed in accordance with the laws of the state of Texas. The parties agree that any court of proper jurisdiction presiding in or over Nueces County, Texas (specifically including the United States District Court for the Southern District of Texas), shall be the forum for any actions brought hereunder. 18.25 Force Majeure. Except as herein provided, neither the City nor Airline shall be deemed to be in default hereunder if either party is prevented from performing any of the obligations, other than the payment of Rentals, Fees and Charges hereunder, by reason of strikes, boycotts, labor disputes, embargoes, shortages of energy or materials, acts of God, acts of the public enemy, weather conditions, government regulations or controls, riots, rebellion, war, acts of terrorism, or sabotage, or any other circumstances for which 64 it is not responsible or which are not within its control. 18.26 Entire Agreement. It is understood and agreed that this instrument contains the entire agreement between the parties. It is further understood and agreed by Airline and the City that the City, the City's agents, Airline and Airline's agents have made no representations or promises with respect to this Agreement or the making or entry into this Agreement except as expressly set forth and neither party shall be liable by reason of the breach of any representations or promises not expressly stated in this Agreement. Any other written or verbal agreement is expressly waived by Airline and the City. [Signature Page Follows] 65 ATTEST CITY OF CORPUS CHRISTI Rebecca Huerta, City Secretary Peter Zanoni, City Manager APPROVED AS TO LEGAL FORM THIS DAY OF 12024 Elizabeth Hundley, Assistant City Attorney For Miles Risley, City Attorney AIRLINE By: Name: Title: Date: 66 Exhibit A Commerical Airline Lease 67 qq — 44 qq a q� r 63 N Cel EXHIBIT A Prepared by: Randy Schumann COMMERCIAL AIRLINE LEASE w E �A 1000International Drive Approved by: Kevin Smith Corpus Christi s International Airport Not to Scale Sheet No.1 of 2 Date: 07ID912024 p� t Crr •!' F,•`'�� 7.�P e`awl�WV AV."\A ?%1� w.Q .�N' E T . 7 \ Lim e os o' iL 0 Ad L Im r'W� l A - a 00 oil n P E N C(Wj & EXHIBIT A Prepared by: Randy Schumann ��Aill A COMMERCIAL AIRLINE LEASE Approved 6y: Kevin Smith 1000 International Drive Corpus Christi s International Airport Not to Scale Sheet No.2of2 Date: 07ID912024 Exhibit B Leased Premises-ATO, Ticket Counter, Queuing and Operations Exhibit C Terminal First and Second Floor 68 First Floor Q 35' i ATO 1,848 Sq.Ft. Ticket Counter 435 Sq.Ft. 22' o ' r Queuing 770 Sq.Ft. Total Area= 3,053 Sq.Ft. 0 E 5' 12' 10' 5' n I 37'-4" a 49'-6" N & EXHIBIT B Prepared by: Randy Schumann Cel ' COMMERCIAL AIRLINE LEASE-SOUTHWEST AIRLINES w E �A 1000International Drive Approved by: Kevin Smith Corpus Christi s International Airport Not to Scale Sheet No.1 of 2 Date: 07ID912024 First Floor G' i. TOTAL AREA: v 419 Sq.Ft. t n • • I -§ KEY MAP SC%if}iMEST N � EXHIBIT B Prepared by: Randy Schumann SOUTHWEST AIRLINES STORAGE w- - E �,Cel �A 1000International Drive Approved by: Kevin Smith Corpus Christi Date: 07ID912024 s International Airport Not to Scale Sheet No.2of2 First Floor ATO 1,269 Sq.Ft. Ticket Counter 340 Sq.Ft. E Queuing 612 Sq.Ft. 18, Total Area= 2,221 Sq.Ft. 2 10, O O —z jell 37'-499 O 0 34' 0 N CC� EXHIBIT B Prepared by: Randy Schumann ��A�+ COMMERCIAL AIRLINE LEASE-AMERICAN AIRLINES Approved by: Kevin Smith w— e 1000 International Drive Corpus Christi g International Airport Not to Scale Sheet No.I oft Date: 07/09/2024 First Floor O 25' 18' TOTAL AREA: 450 Sq.Ft. w.E'r V A P 111E1SCN1 N EXHIBIT B Prepared by: Randy Schumann ' CeWl A AMERICAN AIRLINES OPERATIONS w E t,-�� 1000International Drive Approved by: Kevin Smith o Corpus Christi Date: 07/09/2024 S International Airport Not to Scale Sheet No.2 of 2 ATO 1,344 Sq.Ft. First Floor Ticket Counter 360 Sq.Ft. Queuing 648 Sq.Ft. 18' Total Area= 2,352 Sq.Ft. 10, a v 37'-4" MACH. JAN. o I __1 oc o 0 0 36' N ' & EXHIBIT B Prepared by: Randy Schumann CC A COMMERCIAL AIRLINE LEASE-UNITED AIRLINES w s ��A 10001nternational Drive Approved by: Kevin Smith Corpus Christi s y International Airport Not to Scale Sheet No.1 of 2 Date: 07/09/2024 First Floor -------���V-7 ------------------------------------� -- .li ll- A 2. If ? A N A i TOTAL AREA: }�\ o 601 Sq.Ft. \� a KEY MAP -T- EXHIBIT B Prepared by: Randy Schumann Cel UNITED AIRLINES OPERATIONS L ��A 1000International Drive Approved by: Kevin Smith Corpus Christi Date: 07/09/2024 M International Airport Not to Scale Sheet No.2 of 2 First Floor L1 , al w $ ` Location Sq Ft ABM Aviation 164 Airlines Common Use 5,938 ul 0 American Airline 2,671 CCIA 19,867 Concessions 742 - � _Emerald City 1,372 w FIS 15,263 Future Airline 5,750 - _Leasable Space 3,292 - Public Common Use 21,700 Rental Car Agencies 2,298 Southwest Airline 3,472 TSA 5,995 United Airline 2,953 Total Floor Area 91,477 N CeWj & EXHIBIT C Prepared by: Randy Schumann COMMERCIAL AIRLINE LEASE-TERMINAL FIRST FLOOR W o= E �,,�A 1000International Drive Approved by: Kevin Smith Corpus Christi g International Airport Not to Scale Sheet No.I of Date: 07ID912024 First Floor i i v, O O D O O O o O KEY MAP Total Square Feet: 5,938 L-7 BAGGhCE CWG N Cel & EXHIBIT C Prepared by: Randy Schumann COMMERCIAL AIRLINE LEASE-BAGGAGE CLAIM w E �A 1000International Drive Approved by: Kevin Smith Corpus Christi s International Airport Not to Scale Sheet No.2 of 5 Date: 07ID912024 �� Second Floor ❑ =--�ic a, EE _ OPEN FROM ABOVE OPEN FROM ABOVE I rZ rt i f 1 I t a o •� — o --- u Location Sg Ft _Airline Hold Rooms 6,529 a [ Airlines Common Use 5,281 & CCIA 15,477 Concessions 7,369 s Leasable Space 390 Public Common Use 16,263 TSA 2,969 L Total Floor Area 54,278 I N & EXHIBIT C Prepared by: Randy Schumann COMMERCIAL AIRLINE LEASE-TERMINAL SECOND FLOOR No= - E .Cel �AMIL Approved by: Kevin Smith Corpus Christi 10001nternationalDrive 5 International An port Not to Scale Sheet No.3of5 Date: 07/09/2024 Second Floor LT-4�1 O -.1 ......KEY MAP Total Square Feet: 3,214 N EXHIBIT C Prepared by: Randy Schumann �Cel A TSA SECURITY CHECKPOINT Approved by: Kevin Smith w_ E 1000 International Drive Corpus Christi 5 International Air port Not to Scale Sheet No.4of5 Date: 07ID912024 Second Floor 0 SOUTHWEST AIRLINE (Holdroom 4) (Holdroom 2) O (Holdroom 1) UNITED AMERICAN AIRLINE EAGLE AIRLINE _M Airline Holdrooms e ® (Holdroom 3) (Holdroom 5) Airline Common Use o CCIA Concessions TSA Holdroorn Square Footage 1) 1,250 2) 2,293 3) 1,555 4) 817 5) 2,681 " ' EXHIBIT C Prepared by: Randy Schumann CeW A COMMERCIAL AIRLINE LEASE-HOLDROOMS 1000International Drive Approved by: Kevin Smith ,o Corpus Christi 3 International Airport Not to Scale Sheet No.5of5 Date: 07/09/2024 Exhibit D GSE Storage and Terminal Apron 69 B 60 F ® I Crr a x T T \_ r F amp,- •..� ' `- t. z a f. - d.. American 2,427 Sq.Ft. Southwest 3,684 Sq.Ft. United 3,818 Sq.Ft. N Cel EXHIBIT D Prepared by: Randy Schumann GROUND SERVICE EQUIPMENT STORAGE W E ��A 1000International Drive Approved by: Kevin Smith Corpus Christi s International Airport Not to Scale Sheet No.I oft Date: 07/09/2024 ------ -----� ---- r i I ry Preferential Use of Apron Positions Gate k Airline Type of Craft 1 CCIA 737-300,500,700,800,900 A 319,320,321 _ CRJ 200,700,900 ERJ 135,145,170,175W,190,195 Lm- i 2 Southwest 737 ALL A 319,320,321 CRJ 200,7D0,900 �.� ERJ 135,145,170,175W,190 I r� 3 United 737-100,300,500,700,800,900 757-200,300 D ----------- -,! 767-300,400 h� �.-.-.-..�.-.-.-- .- MD88 3A United CRJ 200,7D0,900 ERJ 135,145,170,175W,190,195 3B United CRJ 200,7D0,900 ERJ 135,145,170,175W,190,195 SA American CR1 200,7D0,900 ERJ 13S,145,170,17SW,190,195 / i 6 58 American 737-300,500,700,800,900 A 320,321 CRJ 200,700 / \ ---------- ERJ 135,145,170,175W,190,19S 737-300,500,700,800,900 A 319,320,321 CRJ 200,700,900 i g ER1131,11,170,171W,110,111 N Cel EXHIBIT D Prepared by: Randy Schumann COMMERCIAL AIRLINE PREFERENTIAL USE OF APRON ti E �A 1000International Drive Approved by: Kevin Smith Corpus Christi s International Airport Not to Scale Sheet No.2 of 2 Date: 07ID912024 Exhibit E Designation of Responsibilities for Operation & Maintenance 70 EXHIBIT E DESIGNATION OF RESPONSIBILITIES FOR OPERATION AND MAINTENANCE AIRLINE PREFERENTIAL USE SPACE AIRLINE JOINT USE Ticket Offices& Airline Baggage Security Counters and Baggage Operations Claim& Baggage Loading Queue Area Makeup Area Conveyor Screening Gates Checkpoint Bridges Apron Area 1. Air Conditioning a. Maintenance C C C C C C C C N/A b. Operation C C C C C C C C N/A c. Distribution C C C C C C C N/A N/A 2. Heating a. Maintenance C C C C C C C C N/A b. Operation C C C C C C C C N/A c. Distribution C C C C C C C N/A N/A 3. Lighting a. Bulb&Tube Replacement C A A C C C C C C b. Maintenance C C C C C C C C C 4. Electrical Maintenance C C C C C C C C C 5. Water a. Distribution N/A C C C C N/A N/A C C b. Fixtures N/A A A C C N/A N/A C C 6. Sewage a. Distribution N/A C C C C C N/A N/A N/A b. Fixtures N/A A A C C C N/A N/A N/A 7. Maintenance a. Other than Structure A A A C C C C C N/A b. Structure C C C C C C C C C c. Exterior C C C C C C C C A 8. Custodial Service C A A C C C C C A 9. Window Cleaning a. Exterior N/A C C C C C N/A C N/A b. Interior N/A A A C C C N/A C N/A A=AIRLINE C-CITY OF CORPUS CHRISTI NEW CONSTRUCTION AND DAMAGE REPAIR ARE NOT SUBJECT TO THIS MATRIX AND SHALL BE GUIDED BY THE LEASE DOCUMENT. Exhibit F Terminal Operations Manual 76 Corpus Christi International, Terminal Operations Manual AAk Cor us Chr*ist*i International Airport TERMINAL OPERATIONS MANUAL Kevin Smith Director of Aviation Terminal Operations Manual Revision Log Change # Date of Change Change Entered By Change 1 December 2022 A. Bejarano Implementation 2 January 2023 A. Bejarano Taxi Original Date: Revision Date: Page 11 Terminal Operations Manual Table of Contents TABLE OF CONTENTS SECTION1: INTRODUCTION .................................................................................................... 4 PURPOSEOF MANUAL ......................................................................................................... 4 DEFINITIONS......................................................................................................................... 5 DESCRIPTION OF TERMINAL............................................................................................... 7 SECTION 2: RATES,FEES,& CHARGES.................................................................................... 7 LANDINGFEES ..................................................................................................................... 7 TERMINALRENTS ................................................................................................................ 7 COMMONUSE FEES.............................................................................................................. 7 FEDERAL INSPECTION SERVICES FEES............................................................................... 7 INTERNATIONAL WASTE DISPOSAL FEE............................................................................ 7 AIRCRAFT PARKING FEES ................................................................................................... 7 GROUND TRANSPORTATION FEES...................................................................................... 7 GROUND AND FACILITY RENTALS ..................................................................................... 8 CONFERENCE FACILITY RENTALS...................................................................................... 8 SECTION 3.MAIN TERMINAL USE........................................................................................... 8 CCIATERMINAL GATES....................................................................................................... 8 LEASED/PREFERENTIAL USE GATES................................................................................... 8 COMMONUSE GATES........................................................................................................... 8 HARDSTAND PARKING ....................................................................................................... 9 BAGBELTS ........................................................................................................................... 9 FLIGHT INFORMATION DISPLAY SYSTEM(FIDS)............................................................... 9 SECTION 4: MAIN TERMINAL PROCEDURES........................................................................... 9 LEASEDSPACES ................................................................................................................... 9 TENANT ALTERATIONS/IMPROVEMENTS........................................................................... 9 SIGNAGE............................................................................................................................... 9 EMPLOYEEPARKING..........................................................................................................10 DELIVERIES .........................................................................................................................10 GROUND TRANSPORTATIONS AND TNC............................................................................10 SECTION 5: PUBLIC SPACE AND PUBLIC PERCEPTION .........................................................11 STANCHIONS .......................................................................................................................11 LUGGAGECARTS ................................................................................................................11 DESIGNATED SMOKING/NO SMOKING AREAS..................................................................11 CODEOF CONDUCT.............................................................................................................12 STORAGE OF MATERIALS, SUPPLIES .................................................................................12 DISABLED EQUIPMENT AND/OR USUED EQUIPMENT.......................................................12 SECTION 6: TERMINAL OPERATIONS.....................................................................................13 PASSENGER BOARDING BRIDGES......................................................................................13 TRITURATER........................................................................................................................14 VEHICLES,MOTORIZED EQUIPMENT,AND GSE................................................................14 GROUND SUPPORT EQUIPMENT MAINTENANCE..............................................................14 AIRCRAFTMAINTENANCE .................................................................................................14 IROPS/DIVERSIONS..............................................................................................................14 DEPLANING ON THE RAMP.................................................................................................15 HOTFUELING ......................................................................................................................15 FIS/CBP OPERATIONS..........................................................................................................15 GATE 4 FEDERAL INSPECTION STATION(RAMP AREA)....................................................15 Original Date: Revision Date: Page 12 Terminal Operations Manual SECTION 7: SAFETY AND SECURITY......................................................................................15 EMERGENCYSERVICES......................................................................................................15 AIRPORT BADGING OFFICE ................................................................................................16 KEYCONTROL.....................................................................................................................16 TERMINAL AED AND BLEEDING CONTROL KITS..............................................................16 LOSTAND FOUND ...............................................................................................................16 SAFETY MANAGEMENT SYSTEM(SMS).............................................................................17 SECTION 8: TERMINAL MAINTENANCE.................................................................................17 CUSTODIALSERVICES........................................................................................................17 BUILDINGMAINTENANCE..................................................................................................17 WORK ORDERIMAINTENANCE REQUEST ..........................................................................17 SECTION 9: ENVIRONMENTAL RESPONSIBILITIES................................................................18 SPILLS ..................................................................................................................................18 SPILLREPORTING................................................................................................................18 STORAGE OF HAZARDOUS MATERIALS ............................................................................18 DE-ICING PROCEDURES......................................................................................................18 APpendixa.................................................................................................................................19 EMPLOYEE PARKING MAP..................................................................................................19 APPENDIXB.............................................................................................................................20 TNCPICK UP AREA MAP.....................................................................................................20 Original Date: Revision Date: Page 13 Terminal Operations Manual SECTION 1 : INTRODUCTION PURPOSE OF MANUAL The purpose of the Terminal Operations Manual is to provide a central reference resource for users and Tenants of the Terminal at Corpus Christi International Airport regarding the rules, regulations and procedures related to terminals operations. It is intended to provide a user-friendly guide to available resources and services and to provide a single source of information regarding operations at the Terminal. This Manual was designed to be consistent with the reasonable exercise by Tenants of rights or privileges expressly granted under an agreement with Corpus Christi International Airport. It is also intended to be consistent with the mandatory and valid rules and regulations of any state, local or federal agency having jurisdiction over the Tenant or its operations. As with any reference Manual, the rules, regulations, procedures and protocols included in the Manual are intended to represent the general operational guidelines for those areas and activities identified. If you have questions or need additional information regarding any defined terms or a specific area or activity which is not addressed in this Manual, please refer to your agreement with Corpus Christi International Airport or you may contact Airport Operations Manager for further assistance. The Manual is a compilation of many sources of information and, as such, is intended to be updated from time to time as needed to reflect current rules, regulations, procedures, and other pertinent information. Revisions to the Manual will be documented in a revision log and included in the updated Manual. Original Date: Revision Date: Page 14 Terminal Operations Manual DEFINITIONS Aircraft Operator—A person, organization, or enterprise engaged in, or offering to engage in, aircraft operations. Airline—An Aircraft Operator that engages in transportation by aircraft of persons or property and includes, but is not limited to, all persons and entities employed, hired, or contracted by said Aircraft Operator to perform services at the Airport on behalf of, or for the benefit of, the Aircraft Operator or its patrons or invitees and such persons or entities shall be considered agents of such Aircraft Operator. Airline Leased Space—These areas are locations within the Terminal which are leased or permitted for use by a specific Airline that has signed a lease agreement with CCIA. This space includes preferentially leased ticket counters, gates, and associated support facilities. Airport Operations Area (AOA) —The area of an airport, including adjacent terrain and facilities and their accesses, where movement takes place and access is controlled. Airside—The movement area of an airport, adjacent terrain, and buildings or portions thereof, access to which is controlled. Commercial — shall mean any vehicle operator including the public operator of a military, church, school bus and/or other vehicle (except those specifically addressed and defined elsewhere) who utilize the CCIA facilities by entering and exiting via the commercial lane, toll plazas and/or parking booth Common Use—The Common Use Premises are those areas within the Terminal that are not leased by an Airline but are used in common by multiple Airlines. These areas include common use ticket counters, gates, and associated support space not otherwise held under Lease or Permit. Community—A political entity which has the authority to adopt and enforce laws and ordinances for the area under its jurisdiction. In most cases, the community is an incorporated town, city, township, village, or unincorporated area of a county. However, each state defines its own political subdivisions and forms of government. Emergency—Any occasion or instance—such as a hurricane, tornado, storm, flood, tidal wave, tsunami, earthquake, volcanic eruption, landslide, mudslide, snowstorm, fire, nuclear accident, or any other natural or man-made catastrophe—that warrants action to save lives and to protect property, public health, and safety. Emergency Alert System (EAS) —A digital technology (voice/text) communications system consisting of broadcast stations and interconnecting facilities authorized by the Federal Communication Commission. The system provides the President and other national, state, and local officials the means to broadcast emergency information to the public before, during, and after disasters. F/S Facilities—The FIS Facilities include the international areas of the Terminal utilized for processing international passengers and their baggage for purposes of clearing U.S. Customs and Immigration. Original Date: Revision Date: Page 15 Terminal Operations Manual Ground Support Equipment (GSE) — Equipment used to service, maintain, and assist with aeronautical operations and related activities. Hazard—Something that is potentially dangerous or harmful, often the root cause of an unwanted outcome. Hazardous Material—Any substance or material that when involved in an accident and released in sufficient quantities, poses a risk to people's health, safety, and/or property. These substances and materials include explosives, radioactive materials, flammable liquids or solids, combustible liquids or solids, poisons, oxidizers, toxins, and corrosive materials. Hot Fueling—The act of refueling an aircraft while any of its main engines are running. Auxiliary Power Units (APU) are not considered main engines. Non-Airline Tenant Space—These areas are locations within the Terminal which are permitted for use by non-Airline/support Tenants that have signed a lease with CCIA. Non-Signatory Airline—shall mean a certificated air carrier which has not executed an agreement with the Board substantially similar to the Agreement. Memorandum of Agreement(MOA) —A written agreement between parties. Public Area—The Public Areas are those areas within the Terminal which are not included in any Airline Leased Premises, Non-Airline Tenant Premises, or Common Use Premises but are used for the operation, maintenance or security of the Terminals and are made available by CCIA from time to time for use by Passengers, Customers, Airline employees and other members of the public. Examples of Public Areas include sidewalks, concourse, corridors, lobbies, passageways, restrooms, elevator, escalators, and other similar spaces. Safety Management System (SMS) — Safety Management System is a formal, top down, organizational-wide approach to managing safety risk and assuring the effectiveness of a safety risk controls. Signatory Airline — shall mean a certificated air carrier that has entered and executed an Agreement with the City. Standard Operating Procedure (SOP) —A set of instructions constituting a directive, covering those features of operations which lend themselves to a definite, step-by-step process of accomplishment. Tenant—Tenant is a person or entity that has a lease or permit with CCIA to operate in the Terminal or is authorized by CCIA to use the Terminal. Terminal—Terminals include the passenger terminal buildings and related facilities at the Airport as they now exist and as they will, from time to time, be constructed, renovated, improved and enlarged. Terminal Aircraft Apron Area —The Terminal Aircraft Apron Area is the portion of the Terminals designated for the parking of passenger aircraft and support vehicles, and for the loading and unloading of passenger aircraft, among other things. Original Date: Revision Date: Page 16 Terminal Operations Manual Transportation Network Company(TNC) —A company which provide prearranged transportation services for compensation using an online-enabled application or platform to connect drivers, using their personal vehicles, with passengers. DESCRIPTION OF TERMINAL CCIA has one main terminal, approximately 95,000 SgFt, with 5 passenger boarding bridges, 5 ticket counters, car rental counters, Federal Inspection Station and a TSA check point. Currently CCIA is serviced by 3 major airlines, Southwest, American, and United. SECTION 2: RATES, FEES, & CHARGES All rates are set either by the City of Corpus Christi Ordinances or through leases. While not all- inclusive, a summary of the primary rates, fees and charges associated with Airlines and Tenants operating at the Terminal include: LANDING FEES Fee assessed to each Airline based on a Signatory, Permittee, and Non-Signatory, Non- Permittee rate which is applied per 1,000 pounds maximum approved gross landed weight. Landing fees are only for aircraft 6,000 pounds and up. TERMINAL RENTS Terminal rates are calculated on per square foot and include but are not limited to costs associated with operations and maintenance expense, allocable share of debt service, overhead, and DPS expenses, less any credits or transfers. COMMON USE FEES CCIA has common use space identified as Baggage Claim and common use space identified as security checkpoint. Rates shall be calculated based on enplaned passengers. Baggage Claim/Terminal and Terminal Security areas have their own separate fees. FEDERAL INSPECTION SERVICES FEES FIS Facility Fees are charged on a per passenger basis for each deplaning passenger using the FIS Facility. Fees are not based on signatory or non-signatory bases. INTERNATIONAL WASTE DISPOSAL FEE International Waste Disposal fees are charged on a per passenger basis. Fees are based on signatory or non-signatory bases. AIRCRAFT PARKING FEES Ramp and Remain Overnight (RON) fees apply to ramps owned by CCIA and managed by the Fixed Base Operators (FBOs) and/or Specialize Aviation Services Operators (SASOs). All fees and charges may be adjusted periodically by the Director of Aviation. GROUND TRANSPORTATION FEES Commercial vehicles are required to use the CCIA commercial lane and must have either a valid (prepaid) monthly AVI tag OR pay a per trip charge. Payment for a permit must be made in advance and are due on or before the 1 st of each month. Original Date: Revision Date: Page 17 Terminal Operations Manual Transportation Network Company (TNC) shall have a valid agreement with CCIA as per City Ordinance and pay an annual fee plus per pick up fee. GROUND AND FACILITY RENTALS Parcel rates vary based on location and proximity to access the airfield. Facility rates vary based on location, proximity to airfield, access conditions, and size. Facility rentals encompass both ground and facility rates. CCIA appraises land parcels every five years. The most recent land parcel appraisal was completed on January 26, 2018. CONFERENCE FACILITY RENTALS CCIA has several conference rooms and board room with varying size and equipment for rent to the general public or airport tenants. These rates vary from room to room and equipment needed. All fees, rates, and charges are located in the "Schedule of Fees and Charges" document located in the Airport Finance Department. The document is available to anyone who requests a copy. The fee schedule is updated annually by the airport Finance Department. SECTION 3. MAIN TERMINAL USE CCIA TERMINAL GATES CCIA has six gate areas with five direct access to the sterile area via passenger boarding bridges and one gate at ground access to the FIS area. • Gate 1: Common Use Gate • Gate 2: Leased to airline • Gate 3: Leased to airline • Gate 4: Ground gate to FIS • Gate 5: Leased to airline • Gate 6: Common use/FIS access LEASED/PREFERENTIAL USE GATES Due to the limited number of gates the airport, during an emergency or IROP, may utilize any leased gate. Airport will communicate to the lessee of the change of condition. The airport will make every effort to restore the lessee back to their gate as soon as practical. COMMON USE GATES Airlines may request any of the common use gates space at any time for any reason. Request must be to Airport Operations. Requests will be denied if airline does not have fully qualified personnel to tow aircraft when requested by Airport Operations. Common use priorities are as follows: Non IROPS: First come/first served IROPS: Timed priority for DOT regulations If approved, airline is responsible for all fees associated with a common use gate and airline must have qualified personnel to tow aircraft to hardstands when requested by Airport Operations. Original Date: Revision Date: Page 18 Terminal Operations Manual If Airport Operations instructs an airline to move/use a common use gate, due to maintenance or safety issues, then no fees will be associated with the gate usage. HARD STAND PARKING CCIA has several hard stand locations on the commercial and east general aviation ramp which can support large aircraft. Airlines requesting overnight hard stand parking locations must be made to Airport Operations. Requests are first come/first served basis. Airlines are responsible for all fees associated with hard stand parking. BAG BELTS CCIA has several bag belts throughout the main terminal building. Two located at baggage claim and are shared by all airlines. Three locate at the ticket counter. Bag belts have timers to ensure usage of aging equipment is kept to a minimum while allowing the airline to operate without disruptions. FLIGHT INFORMATION DISPLAY SYSTEM (FIDS) FIDS equipment and services are provided by CCIA. Any airline may, at their cost, request to modify/enhance any of the FIDS equipment within their leased areas. SECTION 4: MAIN TERMINAL PROCEDURES LEASED SPACES Tenants with current leases should refer to their signed lease for specific procedures or areas of operations if any disputes arise. Tenants must submit a tenant property alteration request form before any modification of leased areas. All modifications must be approved by CCIA. TENANT ALTERATIONS/IMPROVEMENTS Tenants shall not construct, install, cable, or make any structural or non-structural alterations, additions, or improvements to any portions of the Terminal, including, without limitation, the installation of trade fixtures without prior written consent of the Airport Management. Any work associated with construction and/or installation shall not unreasonably interfere with the operation of the Airport or unreasonably interfere with the permitted activities of other Tenants or users. Any such improvements shall comply with the Rules and Regulations of CCIA, TSA processes, building codes, applicable fees, and other requirements that be promulgated by the Airport or City of Corpus Christi from time to time. The Tenant property alteration process is the application, approval processes, and requirements established by CCIA, that Tenants shall be required to comply with before they are allowed to proceed with any installations, alterations, modifications, or improvements in, on, under, above, and or upon all or any portion of its leased premises, terminal areas, and/or other areas of the Airport. SIGNAGE All decor, design, and public signage at the Airport, including all public signage in any of the Leased or Permitted Premises, shall be determined by CCIA or, if installed by Tenant, shall be subject to the approval of CCIA in its sole discretion. Original Date: Revision Date: Page 19 Terminal Operations Manual Tenants shall not place within the Leased Premises (including both interior and exterior surfaces of windows and doors) any signs, symbols, advertisements or the like that are visible from any Public Area and shall not place any signs, symbols, advertisements, or the like on any part of Terminal outside of the Leased Premises without the prior written consent of CCIA, which consent may be withheld in the sole discretion of CCIA. Notwithstanding the foregoing, Tenant acknowledges and agrees that CCIA, at the sole expense of Tenant, will install signs to identify the name and terminal location of Tenant in CCIA standard graphics at locations throughout the Airport. CCIA will have the right to place advertisements, advertising devices, media displays, and flight information displays within the Leased Premises, provided it does not unreasonably interfere with Tenant's operations or advertise any product or service in competition with Tenant. CCIA will consult with Tenant as to the placement of any advertisements, advertising devices, media displays, concession kiosks and flight information displays within Tenant's Leased Premises and, in the Terminal, so not to interfere with Tenant's operation. All signage requests should be submitted to CCIA Administration for approval. If desired signage requests modification of leased area a Tenant property alteration request form must be submitted to CCIA Administration. EMPLOYEE PARKING Employee parking lot is located on the west side of the terminal building. Access to the parking lot is granted by CCIA Public Safety and the Badging Office. It is the responsibility of the terminal Tenant to request an employee have access to the parking lot. It is the individual's responsibility to report any issues or damage to the employee parking lot gates. It is also the individual's financial responsibility should they cause any negligent damage to the parking lot gates. The airport may, without notice, revoke employee parking lot privileges or access. See appendix A for map. DELIVERIES Deliveries of good vary by location public area, sterile area, and cargo area. All delivery vehicles requiring delivery at the terminal must park in the commercial lane or use the truck docks. Tenants receiving packages or goods in the public area must ensure proper contact information is provided to CCIA should packages be miss delivered. Any packages or good needing to be delivered to the sterile area must be inspected through the TSA checkpoint and escorted by the individual company receiving the package or goods. Truck docks are located on the west side of the airport in the cargo area. Deliveries needing a dock must contact Airport Operations for usage. GROUND TRANSPORTATIONS AND TNC All ground transportation, i.e. taxi's, limousines, charters buses, commercial transportation vehicles, must use the commercial lane and pay associated fees. Ground transportation vehicles must adhere to all signage and parking locations for each type of commercial activity. Ground transportation companies may apply for a ground transportation permit and AVI tag for a monthly fee. All commercial vehicles using the commercial lane must be properly marked with company logo. Any unmarked vehicle will be asked to move from the commercial lane. Original Date: Revision Date: Page 110 Terminal Operations Manual Taxicab drivers must stay in or within 10 feet of their vehicles while waiting for a fare. Drivers may, when needed, use the terminal facilities (i.e. bathrooms, water fountain...) but may not loiter within the terminal building for any extended period of time. Any Driver found to be loitering in the terminal will be asked to return to their vehicle. Ground transportation permit may revoked if loitering continues by any Driver and/or taxi company. Third Network Companies, i.e. Uber, Lift, etc., shall follow all City Ordinances. Stagging/waiting area is located in the short-term lot. TNC passenger pick up area is located eastern most portion of curbside, marked with a "RIDE SHARE" sign and green curb. It is the individual's responsibility to pay the parking lot fees if the vehicle is in the lot over the allowed free time. See appendix B for map. SECTION 5: PUBLIC SPACE AND PUBLIC PERCEPTION CCIA public space should always be kept clean, orderly, and presentable to the customers, passengers, and airport guests. Each tenant is responsible for trash clean up and overall appearance. Tenant employees should pick up stray trash when walking the terminal or notify the Airport for large trash/spills that require custodial attention. STANCHIONS Stanchions are very important in assisting the Airport, Rental Car Companies, and Airlines with crowd control and organization. Stanchions will be the responsibility of the Tenant. The Tenant should contact Airport Management for approval of proposed locations and to obtain a list of requirements and vendors for the procurement of the additional stanchions. Existing stanchions that are broken, in disrepair, non-uniformed or in need of replacement must be removed immediately from public view. LUGGAGE CARTS The Airport maintains a contract for the installation, maintenance, management, and operation of a luggage cart concession. This contract covers the entire terminal at the Airport and provides luggage carts that are branded with the CCIA Logo. The contracted vendor is responsible for providing, installing, operating and maintaining reliable service for all necessary equipment including luggage carts, credit card data lines and electrical connections. Please contact Airport Maintenance via email, CCIAservicerequest(a)-cctexas.com, to report any maintenance, collection, or other issues surrounding luggage carts. DESIGNATED SMOKING/NO SMOKING AREAS Smoking is only allowed in designated smoking areas outside the terminal. There are cigarette ash urns placed in these areas, and signage guiding smokers to these locations. It is strictly prohibited by the Fire Marshall to place cigarette butts anywhere other than ash urns (i.e. roadway, trash cans, and sidewalks). All areas not specifically designated as a Smoking Area is considered a No Smoking area. Employees smoking inside a security area, other than the designated Smoking Area, will result in confiscation of airport badge. Original Date: Revision Date: Page 111 Terminal Operations Manual CODE OF CONDUCT Tenants shall conduct their operations in an orderly and proper manner, so as not to unreasonable annoy, disturb or be offensive to others and the public. Tenants shall require all of its employees working in the public view and about the terminal area to wear clean and neat attire and to display appropriate identification. Tenants shall, in and about the Airport and its leased premises, exercise reasonable control over the conduct, demeanor and appearance of its employees, invitees and other representatives. To so conduct in an orderly and proper manner so as not to harass, irritate, disturb or be offensive to the public and at all times act in accordance with the Rules and Regulations of each employer and the Airport security program. Upon objection by the Airport to the Tenant concerning the conduct, demeanor or appearance of any such persons or entities, Tenant shall take immediate and appropriate action and diligently pursue such action to remedy the cause of the objection. Tenant shall use its best efforts to require observance and obedience of its passengers, invitees and business visitors to conduct themselves in an orderly and proper manner, so not to harass, irritate, disturb or be offensive to the public while persons are in the general terminal areas. Tenants and its employees, as well as all employees operating within the Terminal environment shall not loiter and/or utilize Terminal areas intended for use by passengers and the traveling public, such as but not limited to, passenger hold room areas, family bathrooms, and other areas, services, and amenities within the Terminal areas primarily intended for passenger use. Exceptions for tenant/airport employees to use terminal concessions/services: • Tenant and its employees carrying out their primary employment duties • Tenant and its employees purchasing goods and services from a concessionaire, • Tenant and its employees, as well as all employees operating within the Terminal environment traveling through the Terminal areas as a passenger • Unless utilization is for a specific business need and/or prior approval has been provided by the CCIA Airport Administrations or Airport Management. STORAGE OF MATERIALS, SUPPLIES Unless otherwise expressly authorized in writing by the CCIA, Tenants shall not store materials, supplies or equipment in areas exposed to the public. All materials, supplies or equipment stored, shall be stored and kept in a presentable, clean, safe, secure, sanitary, and orderly condition. DISABLED EQUIPMENT AND/OR USUED EQUIPMENT Tenants shall not store on their leased premises, ramp areas, or elsewhere at the Airport any equipment or property not being actively utilized in Tenants terminal operations or flight operations. At the CCIA's request, Tenant shall promptly and expeditiously remove all surplus or abandoned equipment or property, unused equipment, damaged equipment, disabled equipment, and/or mechanically non-operable motorized and/or non-motorized equipment from the leased premises and ramp areas. Failure to do so will result in the airport removing equipment at owners expense. Original Date: Revision Date: Page 112 Terminal Operations Manual SECTION 6: TERMINAL OPERATIONS PASSENGER BOARDING BRIDGES Passenger boarding bridges are comprised of mechanical and electrical components, hydraulics, fixed tunnels and other components including 400 Hertz ground power unit, preconditioned air, and potable water. It excludes the physical gatehouse structure and the electrical feed and power to the passenger boarding bridge equipment. Each bridge is capable of omni directional movement including vertical elevation, rotation in a horizontal plane in addition to extension and retraction capability. Operational Protocols Operation and access of PBB is only authorized to those individuals that have received and passed training from Airport Operations. Operation to/from aircraft is to be performed only by person(s) that have received proper training and certification from their respective Airline/Company. • Pre-Arrival Planning The operator must check the position of the passenger boarding bridge and ensure that it is in the correct pre-positioned spot and at the correct height for the arriving aircraft. Additionally, Operator must ensure the area around the PBB is clear for arriving aircraft. • Pushback While the initial phase of the push is straight, it is imperative the passenger boarding bridge be safely cleared before any turns are initiated. Pre-Conditioned Air (PCA) Each gate is equipped with either a single hose system designed to provide cooling, heating and ventilation for the aircraft cabin. All Airline ramp personnel and authorized ground handlers must be trained on the use of the pre-conditioned air systems before operation. For all repairs and maintenance concerning the pre-conditioned air system, please contact Airport Operations 361-533-5820. Ground Power Unit The ground power cable is to supply operational power to the aircraft when it is parked and no power is being generated by the aircraft. The normal operational objective of this system is to have ground power available for the aircraft parked at gates 24 hours a day. In the event of an electrical outage, the alternatives are the use of portable/mobile Ground Power Unit (GPU) or the aircraft's Auxiliary Power Unit (APU). For repairs and maintenance associated with the ground power, please contact Airport Operations 361-533-5820. Potable Water Cabinets Potable Water is supplied to the aircraft via single from the portable water cabinet located at the base of the PBB. Water is supplied through a backflow and filtration device to the reel mounted in the portable water cabinet. The supply of drinking water for the aircraft tanks is processed via a standard aircraft coupler. The backflow device prevents any water from backing up into the city's water supply that may be contaminated. Any back pressure from the hose at the aircraft that exceeds the supply pressure will dump onto the ground. A water filtration unit will further clean the water before entering the aircraft. The motorized unit will facilitate the operators in winding and unwinding the hose. Original Date: Revision Date: Page 113 Terminal Operations Manual All Airline ramp personnel and authorized ground handlers must be trained on the potable water system prior to operation. For repairs and maintenance associated with the potable water system, please contact Airport Operations 361-533-5820. TRITU RATE R CCIA has one triturater located on the east side general aviation ramp next to AOA access gate 14G. Instructions on operation are located at the triturater site. VEHICLES, MOTORIZED EQUIPMENT, AND GSE Tenants will not bring or operate any vehicle or motorized equipment into or within any air operations area of the Airport, unless first having complied with all insurance provisions and requirements specified in their lease agreement or permit, as well as any driver training and security program for the Airport. When operating within any air operations area all vehicles must be marked with company logo and have amber beacon/light bar. Tenant shall cause its vehicles and equipment to move directly to and from the leased premises area and the aircraft and shall not enter or move about any other non-movement area. Only properly trained and authorized personnel are allowed to drive vehicles or escort non-authorized vehicles and motorized equipment into the movement area. GSE actively supporting aeronautical operations shall be temporary parked at the terminal gates awaiting flights to arrive or departures. All other GSE shall be parked in their GSE parking areas outlined in each tenants specific lease with CCIA. GROUND SUPPORT EQUIPMENT MAINTENANCE Tenant shall not perform major GSE maintenance on terminal/gate area. All major maintenance shall be conducted in the tenants leased space. Minor and/or preventative maintenance may be performed at the terminal/gate area so long as it does not interfere with other tenants, the airport, or cause a loss of operational capacity. AIRCRAFT MAINTENANCE Airline may perform minor line maintenance, but shall not perform any heavy maintenance, at the terminal/gate area. Any maintenance activities at the Airport shall only be performed at CCIA designated locations. Designated locations are hardstands, east side general aviation ramp and west side general aviation ramp. Airline may perform emergency Airline maintenance and minor transit or turn around aircraft maintenance at the terminal/gate area with proper notification to Airport Operations. IROPS/DIVERSIONS Airlines must notify Airport Operations as soon as IROPS or diversions are expected. Airport Operations and the Airline will coordinate for parking locations and establish a plan to return to normal. Airlines requesting locations outside of leased areas or common use gates must have the ability to move/tow their aircraft at the request of Airport Operations. It is the responsibility of the Airline to ensure the tarmac delay plan is adhered to for Department of Transportation timelines. Original Date: Revision Date: Page 114 Terminal Operations Manual Due to the limited number of gates the airport, during an emergency or IROP, may utilize any leased gate. Airport will communicate to the lessee of the change of condition. The airport will make every effort to restore the lessee back to their gate as soon as practical. DEPLANING ON THE RAMP All operations involving the deplaning of passengers on the terminal ramp, for non- emergency reasons, must be coordinated and approved by Airport Management. HOT FUELING Hot fueling is strickling prohibited on airport AOA. FIS/CBP OPERATIONS US Customs and Border Patrol will notify CCIA 24 hours before any international flight is scheduled to be cleared through the FIS to ensure the ramp and all other Airport Tenants are aware. CBP will arrive before the aircraft to escort passengers from the ramp to the FIS area. Aircraft taxiing to the FIS shall park in the gate 6 envelope. If gate 6 is occupied by another aircraft CBP/PIC will coordinate with Airport Operations for new parking area. CBP will ensure passengers are escorted at all times when walking the terminal ramp area and/or in the AOA. GATE 4 FEDERAL INSPECTION STATION (RAMP AREA) No GSE or equipment shall be stored or left unattended at the gate 4 ground loading area/FIS entrance. SECTION 7: SAFETY AND SECURITY EMERGENCY SERVICES Call Airport Dispatch, 361-826-1785, in the event of an emergency that requires response by police, fire/rescue, emergency medical or security personnel. An emergency is defined as a serious situation or occurrence that happens unexpectedly and demands immediate action or a condition of urgent need for action or assistance from CCIA Public Safety, CCPD, CCFD. For immediate assistance dial 9-1-1 to report emergencies for Fire, Emergency Medical Services or Police. Contact Airport Dispatch immediately after contacting 911. In police matters, it is recommended that you not try to intervene, especially if a suspect is armed. The best option for your safety and those around you is to gather detailed information to pass on to the 911 operator and the first arriving officer. Passenger/Customer Accident Reporting In the event of an accident by a Passenger, Customers, Employees, and/or Guests CCIA Public Safety will be a first respondent. Courtesy telephones are available throughout the Terminal for passenger and Tenant use. CCIA Airport Operations will respond and complete an incident report. Any additional information that your organization may have may be requested at a later date. Original Date: Revision Date: Page 115 Terminal Operations Manual AIRPORT BADGING OFFICE CCIA Badging office provides its business partners and their employees with badging, fingerprinting and facility key issuance services that may be needed for the employees to work at the Airport. The process to request a new badge, delete a badge, and/or request an AOA vehicle movement/non-movement can be initiated calling the badging office at 361-826-1227 and booking an appointment. Some badges may require U.S. Customs Clearance based on the job responsibilities of the employee; this clearance may be added to the CCIA badge. KEY CONTROL Keys issued by the CCIA Badging Office shall remain the property of the Airport. Keys are non-transferable, and unauthorized reproduction is not permitted. Each key is coded with a unique serial number for tracking/accountability purposes. All key requests must come from employer signatory and must complete a key request form, Key request form must be completed with the employee signature, signatory signature, and CCIA Badging Office signature. Employers/Employees shall immediately notify the Badging Office of keys that are lost, stolen, or not returned when an employee terminates employment or transfers to a position that no longer requires the key. Keys must be immediately returned to the key issuer when access is no longer required. Keys are also nontransferable. AOA gate keys shall be returned to the CCIA Badging Office. TERMINAL AED AND BLEEDING CONTROL KITS CCIA Public Safety is responsible for maintenance, testing, and replacement of units. Semi- annual inspections of each unit are carried out by trained personnel. No other testing should occur. Procedures for the use of the units are clearly marked on the units and their cabinets. Removal of a unit from its cabinet will cause a local alarm to sound. Removal and use of a unit should be accompanied by a call to Airport Dispatch at 361-826-1785 for medical assistance. Use of a unit will require replacement of its battery and electrode pads. This will normally be accomplished by Public Safety personnel following patient stabilization and transport. Problems with a unit or cabinet may be reported to the duty PSO at 361-533-5729, or an email to CCIAservicerequest(ucctexas.com. LOST AND FOUND As a service for its passengers, the Airport maintains a Lost and Found list managed by Public Safety. The purpose of this procedure is to outline the steps to be followed with respect to dealing with lost and found articles. Lost and Found office Office is located in Public Safety Station #3 which is on the lower level in between baggage claim and the airline ticket counter. Office is staffed 24hrs a day 7 days a week. Found articles Original Date: Revision Date: Page 116 Terminal Operations Manual All articles that are found shall be brought to the Lost and Found office. Claim/Disposal A rightful owner must show proper photo identification and claim his/her property by attesting to the contents and description of the article. Found articles that are not claimed after 60 days will be disposed of. Lost Articles Anyone who has lost an article should either check directly with the Airline on which the person was traveling or go to the Lost and Found office to check if the article has been turned in. Missing Baggage If passengers have a complaint about missing baggage, they are directed to contact the Airline. Most Airlines recommend reporting missing bags at the airport within 24 hours and filling out an Air Carrier Claim Report within 30 to 45 days. SAFETY MANAGEMENT SYSTEM (SMS) CCIA has an active SMS program with includes systematic procedures, practices, and policies to manage risks in and around the airport. Safety is a core value at CCIA and will not be compromised in any way. All employees are encouraged to submit and safety concerns or issues to CCIAsafety(u-)-cctexas.com. Safety submissions will be reviewed by the Safety Committee and any outcomes from the safety review will be enforced by CCIA. All tenants are included and represented at the CCIA Safety Committee. SECTION 8: TERMINAL MAINTENANCE CUSTODIAL SERVICES Custodial services in terminal/customer areas are the responsibility of the Airport. Each tenant is responsible for custodial and cleanup in their respective leased areas or unless specified in lease agreement with CCIA. If you have an immediate need for custodial services in the terminal/customer area, please contact the Airport Dispatch through courtesy phone or at 361-826-1785. For all other inquiries, please contact Airport Management. BUILDING MAINTENANCE Building maintenance services in terminal/customer areas are the responsibility of the Airport. Each tenant is responsible for maintenance in their respective leased areas or unless specified in lease agreement with CCIA. CCIA may perform maintenance in a Tenants leasehold upon request but is subject to fees associated with such work. If you have a building maintenance issue in the terminal/customer area, please contact the Airport Dispatch through courtesy phone or at 361-826-1785. For all other inquiries, please contact Airport Management. WORK ORDER/MAINTENANCE REQUEST Any tenant or airport employee may request non-emergency maintenance to our building maintenance department by emailing CCIAservicerequesta-cctexas.com. Contact Airport Dispatch at 361-826-1785 or Airport Operations at 361-533-5820 for emergency maintenance that may impact operational capacity or a danger to any person. Original Date: Revision Date: Page 117 Terminal Operations Manual SECTION 9: ENVIRONMENTAL RESPONSIBILITIES The Airport is committed to protecting the environment in which it operates. Currently CCIA is under the City of Corpus Christi Master Storm Water Pollution Prevention Plan (SWPPP). Each Tenant at the Airport is under the master SWPPP shall be required to follow all rules and regulation under this permit. Each Tenant and operator is responsible for understanding the applicable regulations and managing their activities accordingly. This section is meant as guidance only and do not supersede any applicable regulations. SPILLS This section addresses spills of cleaning fluids, fuels, hydraulic fluids, blue water, glycol, battery charging stations, and other hazardous or controlled materials. The Tenant and operator must follow spill prevention procedures including the use of spill prevention and containment equipment. Spills of any kind shall not be washed into any sewer system or waterway, or on to any soils. Each Tenant must: • Train all Tenant operator personnel in appropriate spill prevention and response procedures. • Maintain adequate supplies of spill response equipment and materials in locations where spills are likely to occur. Lavatory (i.e., blue water) spills, drips paper, etc. must be cleaned up immediately after aircraft departure. To avoid breakage and spillage, no trash bags are to be dropped from the aircraft to the apron. Fueling and fuel spills are to be cleaned immediately using best practices and proper disposal methods. Contact Airport Operations at 361-533-5820 for questions regarding the Airport SWPPP or Spills. Airport Operations will make the final call whether the spill is fully cleaned or more cleaning is required. SPILL REPORTING For all spills, immediately report the situation by first calling Airport Operations at 361-533-5820. In addition, Airport Operations will conduct an investigation and complete an incident report. Airport Tenants are solely responsible for any cost associated with their spills. STORAGE OF HAZARDOUS MATERIALS Each Tenant must maintain legible labels and markings, including required signage on all containers, tanks, and dispensing systems. Tenants must also follow SWPPP best management practices when handling or storing hazardous materials. DE-ICING PROCEDURES De-icing of aircraft is only allowed in the designated areas within the terminal ramp. Designated area will be discussed in the Winter Operations Pre Season Meeting. No de- icing material will be allowed near the PBB's, stormwater inlets, and/or grassy areas. Every de-icing event must be documented and reported to Airport Operations. Original Date: Revision Date: Page 118 Terminal Operations Manual APPENDIX A EMPLOYEE PARKING MAP e . Employee Parking Area - Entrance and Exit is on Pinson Dr f - t "to OEM ter; Original Date: Revision Date: Page 19 Terminal Operations Manual APPENDIX B TNC PICK UP AREA MAP _h� 0 Y : fD E K7 I 2 -ji 1 I 2 m Eal I M pz I IL M kA I I n �o - - a z I r a� Al I _ . Original Date: Revision Date: Page 120 Exhibit G Rates and Fee Schedule 77 Table G-1 City of Corpus Christi,Texas Corpus Christi International Airport Airline Negotiations Landing Fee September 4,2024 Expenditures Operating expenses &capital A-5 $2,650 City administrative allocation A-6 116 Debt service A-7 332 Local share of CIP A-8 above Apron expense requirement 214 Total expenditures $3,311 Less: non-airline revenues Security Service A-9 0 Fuel Flowage Fees A-9 (188) RON fees (309) Total revenues ($497) Net requirement $2,814 Landed weight A-3 531 Landing fee rate $5.30 Less: revenue sharing G-4 (1,466) Adjusted net requirement $1,348 Adjusted landing fee rate $2.54 Landed weight A-3 531 Landing fee revenue $1,348 Landing fee revenue by airline American $492 Southwest 494 United 362 Charter&cargo 0 Landing fee revenue $1,348 Table G-2 City of Corpus Christi,Texas Corpus Christi International Airport Airline Negotiations Terminal Rental Rate (page 1 of 2) September 4,2024 Expenditures Operating expenses &capital A-5 $4,831 City administrative allocation A-6 188 Debt service A-7 119 Local share of CIP A-8 0 Total expenditures $5,137 Less: non-airline revenues Terminal Space Rental-other A-9 ($940) Restaurant&gift shop A-9 (544) TSA-Check Point Fees A-9 0 Advertising Space Concession A-9 (128) Resale- Electric Power-Term A-9 (54) Other A-9 (31) Total revenues ($1,696) Net requirement $3,441 Airline leased space A-1 24.8 Terminal rental rate $138.89 Airline leased space A-1 24.8 Terminal rental revenue $3,441 Less: revenue sharing G-4 (1,106) Adjusted net requirement $2,335 Adjusted terminal rental rate $94.26 Type of space Exclusive/preferential A-1 15.6 Joint use A-1 9.2 24.8 Terminal rental revenue Exclusive/preferential $1,473 Joint use 863 $2,335 Table G-2a City of Corpus Christi,Texas Corpus Christi International Airport Airline Negotiations Terminal Rental Rate - Exclusive/preferential Use September 4,2024 Exclusive/preferential Airline Office/Counter A-1 2,221 3,053 2,352 7,626 Operations A-1 450 419 601 1,470 BSO A-1 0 0 0 0 Holdroom A-1 2,681 2,293 1,555 6,529 Total Exclusive/preferential leased 5,352 5,765 4,508 15,625 Terminal rental rate G-2 $94.26 $94.26 $94.26 $94.26 Exclusive/preferential requirement Annual $504,455 $543,383 $424,904 $1,472,741 Monthly $42,038 $45,282 $35,409 $122,728 Table G-2b City of Corpus Christi,Texas Corpus Christi International Airport Airline Negotiations Terminal Rental Rate - Joint Use September 4,2024 Joint use Baggage Claim Public A-1 5,938 Security Checkpoint A-1 3,214 Total Joint use 9,152 Terminal rental rate G-2 $94.26 Joint use requirement $862,626 Enplanements American A-2 146,304 Southwest A-2 125,208 United A-2 89,645 Total Enplanements 361,157 Enplanement market share American 40.5% Southwest 34.7% United 24.8% Total 100.0% Joint use requirement American $349,447 $29,121 Southwest 299,061 24,922 United 214,118 17,843 Total Joint use requirement $862,626 $71,885 Table G-2 City of Corpus Christi,Texas Corpus Christi International Airport Airline Negotiations Terminal Rental Rate (page 2 of 2) September 4,2024 Exclusive/preferential by airline American $504 Southwest 543 United 425 Exclusive/preferential by airline $1,473 Enplanement market share American A-2 40.5% Southwest A-2 34.7% United A-2 24.8% Tota 1 100.0% Joint use by airline American $349 Southwest 299 United 214 Joint use by airline $863 Table G-3 City of Corpus Christi,Texas Corpus Christi International Airport Airline Negotiations Gate Use Fee September 4,2024 Adjusted terminal rental rate G-2 $94.26 Common use square feet Ticket counter A-1 2.1 Holdroom A-1 11.8 Total square feet 13.9 Per turn requirement Terminal requirement $1,311 Total gate use fee requirement $1,311 Commercial passenger operations A-3 8.6 Signatory gate use fee $152.05 Non-signatory gate use fee $190.06 Table G-4 City of Corpus Christi,Texas Corpus Christi International Airport Airline Negotiations Revenue Sharing Calculation September 4,2024 Operating revenues Landing fee revenue (before revenue share) G-1 $2,814 Terminal rental revenue (before revenue share) G-2 3,441 Non-airline revenues A-9 9,150 Revenues available for revenue sharing $15,406 Expenditures Operating expenses &capital A-4 $12,022 City administrative allocation A-6 $480 Net debt service $332 Local share of CIP A-8 in exp Total capital $0 Total expenditures $12,834 Amount available to share $2,572 Airfield $1,466 Terminal $1,106 Table G-5 City of Corpus Christi,Texas Corpus Christi International Airport Airline Negotiations Airline Cost per Enplanement September 4,2024 Landing fee revenue by airline American G-1 $492 Southwest G-1 494 United G-1 362 $1,348 Terminal rental revenue Exclusive/preferential by airline American G-2 $504 Southwest G-2 543 United G-2 425 $1,473 Joint use by airline American G-2 $349 Southwest G-2 299 United G-2 214 $863 Gate use fee revenue by airline American G-3 $0 Southwest G-3 0 United G-3 0 $0 Total airline revenue American $1,346 Southwest 1,337 United 1,001 $3,684 Enplanements by airline American A-2 146 Southwest A-2 125 United A-2 90 361 Airline cost per enplanement American $9.20 Southwest $10.67 United $11.17 Airline cost per enplanement $10.20 Exhibit H Capital Improvement Plan 78 Exhibit H CAPITAL IMPROVEMENT PLAN(CIP) $ - Prior Year(sl Carryover Balance 995 Edi—ted Passenger a d Cargo Entitlements FAA Pdn 00 Est Total P fSq'Sporsa M 1 BL MatcM1 EMitlemera Available OOq Pr0jM CMn p0rMM antlbr PM1ase FAA MatcM1 Y Y®r rioriry Prged Cos[ blatcM1 p� Ery$ q peodigation &L(AIG) &L(AIP) gtM1er sIX Local Rebablilale Terminal Bo ilding Ph—III(Baggage Sy—Besign/Conslrucfion 90% land Qerages) �$ 2,634,660I V�$ 239,5151 V IE 2,395,145 N 2,395,146 239,616 iA^P°tl Orainage5ludy IE 1266001 V 1$ 12,6501 V IE 113850: N 113850� 126501 T — — — — — —p— r— — —' — l Awilablefa F1'I IS 2,506,9951 jS 2,7192%iS OI i402SAmwlSubtalad: S 2,761,160 i5 252,165 1 15 2,506,995 Usetl in FYIS 01S 2,506,995 fS O S 0IS 01S 01 Zero i2 252,165 Available Afler F1'i S IS O S �S 2,719$2 6 iS 0 1 90°/ Ilnlemali°nal Bn�e(Besign and GonsW coon) 5,]516211 V 1$ 522,820E V I$ 2,508,995 N 2,506,995� I$ 2,]19,206 522,M 25 $ 2,508,995 Awilablefa F1'I ij 2,506,9951 �S 5p3""2i Zer0i 2025 A00w1 Sob K: $ 5,751,021 �S 522,620 i5 2,506,995! Usetl in FYS 0 S 2,506,995 S 0 4 0 S 2,]19$O61 0 Zero !S 522,620 Awilable AflerA S S S S 2,719206 $ 99°/ �Tavwayp Pyron(Besign and Construction)90°/ 562 2609_4..N..a 5 +1$ 2I2H 26 $ 2,5 ,95 5228201 - ' AwilablefaA S 2,506,995 1 i !$ 5,438,412 S 2026 A00w1 Sob K: $ 5,751,021 S 522AMt 1$ 2,508,995 LLsetl in FYIS 0IS 2,506,99515 0IS 0�2 2,]19,206• 01S 0iS 522p20 vailable I I A Afler F1' j j $ S 2,719206 2 I—Apmn Eion(Besign and Conslmc—) 5,------1 V I$ 522,8201 V �$ 2,508,995: N 2,SOB,H951$ OI �$ 2,]19,206 522,8201 IF 9lP/ Available fa Flj 1$ 2,506,9951 �$ 2,]19,20fi $ - I 2—A00w1 Sob K: $ 5,T51,021 S —AmIS 2,506,9951 —d in1$ 01$ 2,506,995 i5 0�$ 0$ 2,I19.ROfi IS 01$ 522A6 Awilable Afler Ai ZerOi iS $ 90% 'ARFF Building lmpro�emenls(Besign and Conslmction) $ 2]59895 V $ 2509001 V 0$ 2508995� N 2598995 250900 ...._.....+......_........_......_......_......_......_......_......_.....lnl-------------------_------_-E----22_......_.i2L,l..._......_..11lj....._...i-_........_..M _...i----------------------F_......_.....-a......_......_.......+......_......_......_.F-----------------+......_......_...._�......_........_..i..._......_......_ _......_.....y 28 $ 2,50fi,995 I I i Awilablefw A' �S 2,506,995 I IS 0 S i 2026 AnnwlSubtdats: 2 2,7N,895 S 250,9001 eS 2,508,995 Usetlin FYIS OIS 2,506,9955 OIS Oi5 OiS 250,9001 Awilable ARer A Z—j S 90% �Runwa 16/36 Mill and Orerla Besi 9001 9rei z9 s 2,50s,%5 j -------- -------- _I---1--- --E-----L ------ I-------- t_------ -------_i =-_t ------1-- -- -I------ -------- 90 Aw0able faA 2508995 2 02 9 A—1 Subtota ls: $ 2,T ,8951 IS 250,9001 1$ 2,506,995i LLsetl in 1, 0$ 2,506,9951$ OIS OAS Oi IS Oil 250,900 I I I I —H.—Aft., S o$ 0 5Year CIP Totals:$ 25,534,012 $ 2,J22p24 1 $ 0 is 15,053,9]0$ 0$ 0 Is 16,316,236$ is 0 E 2,322p24 Exhibit J Federal Requirements 70 Exhibit J Title VI Clauses for Compliance with Nondiscrimination Requirements During the performance of this Agreement, Airline, for itself, its assignees, and successors in interest agrees as follows: A. Compliance with Regulations Airline (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this Agreement. B. Nondiscrimination Airline, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability in the selection and retention of any subcontractors, including procurements of materials and leases of equipment. Airline will not participate directly or indirectly in the discrimination prohibited by the [Title VI] Nondiscrimination Acts and Authorities, including employment practices when the Agreement covers any activity, project, or program set forth in Appendix B of 49 CFR part 21. C. Solicitations for Subcontracts, including Procurements of Materials and Equipment In all solicitations either by competitive bidding or negotiation made by Airline for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by Airline of Airline's obligations under this Agreement and the [Title VI] Nondiscrimination Acts. D. Information and Reports Airline will provide all information and reports required by the Acts, the Regulations, and the directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by Trust or the Federal Aviation Administration to be pertinent to ascertain compliance with such [Title VI] Nondiscrimination Acts and Authorities and instructions. Where any information required of Airline is in the exclusive possession of another who fails or refuses to furnish the information, Airline will so certify to Trust or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance In the event of Airline's noncompliance with the nondiscrimination provisions of this Agreement, Trust will impose such contract sanction [in accordance with any applicable notice and cure provision provided for in this Agreement] as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to: 1. Withholding any payments to Airline under the Agreement until Airline complies; and/or 2. Cancelling, terminating, or suspending the Agreement, in whole or in part. F. Incorporation of Provisions Airline will include the provisions of [Paragraph 26.01, subparagraphs] A through F in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations, and directives issued pursuant thereto. Airline will take action with respect to any subcontract or procurement as Trust or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if Airline become involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, Airline may request Trust to enter into any litigation to protect the interests of Trust. In addition, Airline may request the United States to enter into the litigation to protect the interests of the United States. Title VI List of Pertinent Nondiscrimination Acts and Authorities During the performance of this Agreement, Airline, for itself, its assignees, and successors in interest agrees to comply with the following nondiscrimination statutes and authorities including but not limited to: • Title VI of the Civil Rights Act of 1964 (42 USC § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin). • 49 CFR part 21 (Non-discrimination in Federally-Assisted Programs of the Department of Transportation—Effectuation of Title VI of The Civil Rights Act of 1964); • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 USC § 4601) (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); • Section 504 of the Rehabilitation Act of 1973, (29 USC § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR part 27 (Nondiscrimination on the Basis of Disability in Programs or Activities Receiving Federal Financial Assistance); • The Age Discrimination Act of 1975, as amended, (42 USC § 6101 et seq.), (prohibits discrimination on the basis of age); • Airport and Airway Improvement Act of 1982, (49 USC § 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); • The Civil Rights Restoration Act of 1987, (PL 100-259) (broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal-aid recipients, sub- recipients and contractors, whether such programs or activities are Federally funded or not); • Titles II and III of the Americans with Disabilities Act of 1990 (42 USC § 12101, et seq) (prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities) as implemented by U.S. Department of Transportation regulations at 49 CFR parts 37 and 38; • The Federal Aviation Administration's Nondiscrimination statute (49 USC § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures non- discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs [(70 Fed. Reg. at 74087(2005)]; • Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 USC 1681 et seq.). Property Acquired or Improved Under Airport Improvement Program The following clause will be included in deeds, licenses, leases, permits, or similar instruments entered into by the Trust pursuant to the provisions of the Airport Improvement Program grant assurances. The Airline for itself, its heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that in the event facilities are constructed, maintained, or otherwise operated on the property described in this Agreement for a purpose for which a Federal Aviation Administration activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits, Airline will maintain and operate such facilities and services in compliance with all requirements imposed by the Nondiscrimination Acts and Regulations listed in the Title VI List of Pertinent Nondiscrimination Acts and Authorities (as may be amended) such that no person on the grounds of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities. Construction/Use/Access to Property Under Activity Facility or Program The following clause will be included in deeds, licenses, permits, or similar instruments entered into by the Trust pursuant to the provisions of the Airport Improvement Program grant assurances. Airline for itself, its heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that: (a) no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities; (b) that in the construction of any improvements on, over, or under such land, and the furnishing of services thereon, no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination; and (c) that the Airline will use the premises in compliance with all other requirements imposed by or pursuant to the Title VI List of Pertinent Nondiscrimination Acts and Authorities. Exhibit K Master Bond Ordinance 70 Exhibit K CERTIFICATE FOR ORDINANCE THE STATE OF TEXAS COUNTIES OF NUECES AND SAN PATRICIO CITY OF CORPUS CHRISTI On this the 22nd day of August,2000, the City Council of the City of Corpus Christi,Texas convened in Regular Meeting, with the following members of said Council present, to-wit: Samuel L. Neal,Jr. Mayor Betty Jean Longoria, Melody Cooper, Arnold Gonzales, Ph.D., Councilmembers Rex Kinnison, Henry Garrett, John Longoria, Javier D. Colmenero, Mark Scott David Garcia, City Manager, James Bray, City Attorney, Jorge Cruz-Aedo, Director of Finance, Armando Chapa, City Secretary with the following absent: ,0 V , constituting a quorum, at which time the following among other business was transac ed: City Manager David Garcia presented for the consideration of the Council an ordinance authorizing the establishment of the general airport revenue financing program. The ordinance was read by the City Secretary, The motion to pass the ordinance was carried by the following vote. AYES: All members of the City Council shown present above voted"Aye". NAYS: None. ABSENT WHEN VOTING: None. The Mayor announced that the ordinance had been passed. The ordinance is as follows: 0,241. 63 IDEXCI) Adopted 8/22/00 MASTER ORDINANCE ESTABLISHING THE GENERAL AIRPORT REVENUE BOND FINANCING PROGRAM WITH RESPECT TO THE ISSUANCE OF OBLIGATIONS BY THE CITY OF CORPUS CH MSTI, TEXAS PAYABLE FROM GENERAL AIRPORT REVENUES 0 # 4 1. 63 MASTER ORDINANCE ESTABLISHING THE GENERAL AIRPORT REVENUE BOND FINANCING PROGRAM WITH RESPECT TO THE ISSUANCE OF OBLIGATIONS BY THE CITY OF CORPUS CHRISTI, TEXAS PAYABLE FROM GENERAL AIRPORT REVENUES TABLE OF CONTENTS PREAMBLE 1 Section 1. ESTABLISHMENT OF REVENUE FINANCING PROGRAM AND ISSUANCE OF PARITY OBLIGATIONS ............................................................................................... 2 Section 2. SECURITY AND PLEDGE ........................................................................... 2 Section3. RATE COVENANT ...................................................................................... 2 Section 4. GENERAL COVENANTS ............................................................................ 3 Section5. AIRPORT FUND ........................................................................................... 8 Section 6. DEBT SERVICE FUND ................................................................................. 8 Section 7. DEBT SERVICE RESERVE FUND .............................................................. 8 Section 8. OPERATING RESERVE FUND; AVIATION CAPITAL RESERVEFUND ....................................................................................... 10 Section 9. SUBORDINATED DEBT FUND ............................................................... 11 Section 10. CONSTRUCTION FUND AND REBATE FUND .................................. 12 Section11, FLOW OF FUNDS ........................................................................................ 12 Section 12. ISSUANCE OF ADDITIONAL OBLIGATIONS .................................... 14 Section13. DEFEASANCE ............................................................................................. 17 Section 14. AMENDMENT OF ORDINANCE ............................................................ 17 Section 15. DEFICIENCIES; EXCESS NET REVENUES ............................................. 19 Section16. FUNDS SECURED ........................................................................................ 20 Section 17. INVESTMENTS ............................................................................................ 20 Section18. PREAMBLE ................................................................................................... 20 Section 19. RULES OF CONSTRUCTION ................................................................... 20 Section 20. INTERPRETATIONS .................................................................................. 21 Section 21. DELEGATION OF AUTHORITY .............................................................. 21 Section 22. IMMEDIATE EFFECT ................................................................................. 21 EXHIBITA DEFINITIONS ............................................................................................ A-1 ORDINANCE NO. MASTER ORDINANCE ESTABLISHING THE GENERAL AIRPORT REVENUE BOND FINANCING PROGRAM WITH RESPECT TO THE ISSUANCE OF OBLIGATIONS BY THE CITY OF CORPUS CHRISTI, TEXAS PAYABLE FROM GENERAL AIRPORT REVENUES THE STATE OF TEXAS COUNTY OF NUECES CITY OF CORPUS CHRISTI WHEREAS, the City of Corpus Christi, Texas (the "City" or the "Issuer"), is a "home-rule municipality"operating under a home-rule charter adoptedpursuant to Section 5 of Article XI of the Texas Constitution, with a population,according to the latest federal decennial census,in excess of 50,000; and WHEREAS, the City possesses the legal authority under Chapter 22,Texas Transportation Code, to plan, establish, construct, improve, equip, maintain, operate, regulate, protect and police an airport and air navigation facilities in or outside of the City; and WHEREAS,the City currently owns and operates the"Corpus Christi International Airport" (the "Airport"), which constitutes an "airport" as defined in Section 22.001, Texas Transportation Code; and WHEREAS, Subchapter C of Chapter 22, Texas Transportation Code, authorizes the City to issue bonds for the purpose of paying, in whole or in part, the cost of planning, acquiring, establishing,constructing,improving,or equipping an airport or air navigation facility or the site of an air navigation facility or acquiring or eliminating airport hazards; and WHEREAS,Chapter 1371,Texas Government Code,authorizes the City to issue obligations to pay the project costs associated with the acquisition or construction of or an improvement, addition, or extension to a public works, including a capital asset or facility incident and related to the operation, maintenance, or administration of the public works; and WHEREAS, "public works" is defined in Section 1371.001, Texas Government Code, to include an "airport" as defined in Section 22.001, Texas Transportation Code; and WHEREAS,in order to reduce costs,increase borrowing capacity,provide additional security to the credit markets, and provide the City with greater financial flexibility to meet the financing 1 needs of the Airport, the City deems it necessary and desirable to establish a financing structure for revenue supported indebtedness issued or incurred for the development of the Airport; and WHEREAS, the terms used in this Ordinance and not otherwise defined shall have the meaning given in Exhibit A to this Ordinance attached hereto and made a part hereof; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CE RISTI, TEXAS THAT: Section 1. ESTABLISHMENT OF REVENUE FINANCING PROGRAM AND ISSUANCE OF PARITY OBLIGATIONS. There is hereby established the City of Corpus Christi, Texas General Airport Revenue Bond Financing Program for the purpose of providing a financing structure for revenue supported indebtedness issued or incurred for the development of the Airport. This Ordinance is intended to establish a master program under which revenue supported indebtedness attributable to the Airport and payable from Net Revenues can be incurred. It is hereby authorized that revenue supported indebtedness may be issued,incurred or assumed pursuant to the terms of a Supplement. Each Supplement shall provide for the authorization,issuance,sale,delivery, form,characteristics,provisions of payment and redemption,security, and any other matters related to Parity Obligations not inconsistent with the Constitution and laws of the State of Texas or the provisions of this Ordinance. Section 2. SECURITY AND PLEDGE. The Parity Obligations are and shall be secured by and payable from a first lien on and pledge of the Net Revenues,in accordance with the terms of this Ordinance and any Supplement;and the Net Revenues are further pledged to the establishment and maintenance of the Debt Service Fund as provided in accordance with the terms of this Ordinance and the Funds and Accounts as provided in accordance with the terms of any Supplement. The Parity Obligations are and will be secured by and payable only from the Net Revenues, and are and will not be secured by or payable from a mortgage or deed of trust on any properties,whether real, personal,or mixed,constituting any portion of the Airport. The owners of the Parity Obligations shall never have the right to demand payment out of funds raised or to be raised by taxation, or from any source other than specified in this Ordinance or any Supplement. Section 3. RATE COVENANT. The City covenants that it will at all times fix, charge, impose and collect rentals, rates, fees and other charges for the use of the Airport and, to the extent it legally may do so, revise the same as may be necessary or appropriate,in order that in each Fiscal Year the Net Revenues will be at least sufficient to equal the greater of either: (i) all amounts required to be deposited in such Fiscal Year to the credit of(A) the Debt Service Fund, (B) the Debt Service Reserve Fund, (C) the Operating Reserve Fund and (D) the Subordinated Debt Fund, or (ii) an amount not less than 1.25 times the Annual Debt Service Requirements for the Parity Obligations for such Fiscal Year. 2 If the Net Revenues in any Fiscal Year are less than the amounts specified above, the City,promptly upon receipt of the annual audit for such Fiscal Year, shall request an Airport Consultant to make its recommendations, if any, as to a revision of the City's rentals, rates, fees and other charges, its Operating Expenses, or the method of operation of the Airport in order to satisfy as quickly as practicable the foregoing rate covenant. Copies of such request and the recommendation of the Airport Consultant, if any, shall be filed with the City Secretary. So long as the City substantially complies in a timely fashion with the recommendation of the Airport Consultant, the City will not be deemed to have defaulted in the performance of its duties under this Ordinance even if the resulting Net Revenues are not sufficient to be in compliance with the rate covenant set forth above, so long as the Annual Debt Service Requirements on the Parity Obligations are paid when due. Section 4. GENERAL COVENANTS. While any Parity Obligation is Outstanding, the City further covenants and agrees that in accordance with and to the extent required or permitted by law: (a) Performance. It will faithfully perform at all times any and all covenants, undertakings, stipulations, and provisions contained in this Ordinance and any Supplement; it will promptly pay or cause to be paid the principal amount of and interest on every Parity Obligation,on the dates and in the places and manner prescribed in a Supplement and such Parity Obligations; and it will,at the time and in the manner prescribed, deposit or cause to be deposited the amounts required to be deposited into the Funds and Accounts as provided in accordance with this Ordinance and any Supplement. (b) City's Legal Authority. It is a duly created and existing home rule municipality and is duly authorized under the laws of the State of Texas to issue and incur Parity Obligations; that all action on its part to issue or incur Parity Obligations shall have been duly and effectively taken, and that the Parity Obligations in the hands of the owners thereof are and will be valid and enforceable special obligations of the City in accordance with their terms. (c) Title. It has or will obtain lawful title,whether such title is in fee or lesser interest,to the lands,buildings,structures and facilities constituting the Airport, that it warrants that it will defend the title to all the aforesaid lands, buildings, structures and facilities, and every part thereof,for the benefit of the owners of the Parity Obligations, against the claims and demands of all Persons whomsoever, that it is lawfully qualified to pledge the Net Revenues to the payment of the Parity Obligations in the manner prescribed herein, and has lawfully exercised such rights. (d) Liens. It will from time to time and before the same become delinquent pay and discharge all taxes, assessments and governmental charges, if any, which shall be lawfully imposed upon it, or the Airport; it will pay all lawful claims for rents,royalties,labor, materials and supplies which if unpaid might by law become a lien or charge thereon, the lien of which would be prior to or interfere with the liens granted in accordance with the terms of this Ordinance,so that the priority of the liens granted in accordance with the terms of this Ordinance shall be fully preserved in the manner provided herein, and it will not create or suffer to be created any mechanic's, laborer's, 3 materialman's or other lien or charge which might or could be prior to the liens granted in accordance with the terms of this Ordinance, or do or suffer any matter or thing whereby the liens granted in accordance with the terms of this Ordinance might or could he impaired; provided however,that no such tax,assessment or charge,and that no such claims which might be used as the basis of a mechanic's,laborer's,materialman's or other lien or charge,shall be required to be paid so long as the validity of the same shall be contested in good faith by the City. (e) Further Encumbrance. It will not additionally encumber the Net Revenues in any manner, except as permitted in this Ordinance and any Supplement in connection with Parity Obligations,unless said encumbrance is made junior and subordinate in all respects to the liens,pled- ges, covenants and agreements of this Ordinance and any Supplement; but the right of the City to issue or incur Subordinated Debt payable in whole or in part from a subordinate lien on the Net Revenues is specifically recognized and retained. (f) Sale, Lease, or Encumbrance of Airport. Except for the use of the Airport or services pertaining thereto in the normal course of business,neither all nor a substantial part of the Airport shall be sold, leased, mortgaged, pledged, encumbered, alienated, or otherwise disposed of until all Parity Obligations have been paid in full, or unless provision has been made therefor, and the City shall not dispose of its title to the Airport or to any useful part thereof,including,without limitation, any property necessary to the operation and use of the Airport,other than (i) in connection with the execution of leases,licenses,easements,or other agreements in connection with the operation of the Airport by the City,or in connection with any Special Facilities thereat, (ii) in connection with any pledges of and liens on revenues derived from the operation and use of the Airport or any part thereof, or any Special Facilities pertaining thereto, for the payment of Parity Obligations, Subordinated Debt, Special Facilities Debt, and any other obligations pertaining to the Airport and (iii) except as otherwise provided in the next three paragraphs, The City may sell,exchange,lease,or otherwise dispose of,or exclude from the Airport any property constituting a part of the Airport which the Aviation Director certifies (i) to be no longer useful in the construction or operation of the Airport, or (ii) to be no longer necessary for the efficient operation of the Airport, or (iii) to have been replaced by other property of at least equal value. The net proceeds of the sale or disposition of any Airport property (or the fair market value of any property so excluded) pursuant to this paragraph shall be used for the purpose of replacing properties at the Airport, shall be paid into the Airport Fund, or shall be applied to retire or pay Annual Debt Service Requirements of Parity Obligations. The preceding provisions to the contrary notwithstanding, the City will not enter into any lease of,or sell or otherwise dispose of, any part of the Airport or enter into a management or other similar operating agreement for the operation of any part of the Airport if, as a result of such lease, sale or other disposition, the interest income on any of the Parity Obligations would become includable in gross income of the recipients thereof for federal income tax purposes. Without limiting the generality of the foregoing,the City(i) will not take any action that would cause any part of the Airport financed with the proceeds of Tax-Exempt Debt to cease to be 'owned by" the City 4 (as the term"owned by"is used in section 142(b)(1)(A) of the Code), (ii) will require,as a condition to the leasing of any part of the Airport, or the entering into of any management or other similar operating agreement for the operation of any part of the Airport, that the lessee or the other party to such management or other similar operating agreement,as the case may be, make an irrevocable election,in accordance with the provisions of section 142(b)(1)(B) of the Code and the regulations issued thereunder, not to claim depreciation or an investment credit with respect to the property leased to it by the City, or in the case of a management or other similar operating agreement, the property managed or operated by it, (iii) will not enter into any lease,management or other similar operating agreement with respect to any portion of the Airport if such lease, management or other operating agreement has a term of eighty percent (80%) or more of the reasonably expected economic life of the property subject to such lease,management or other similar operating agreement within the meaning of section 142(b)(1)(B)(ii) of the Code, and (iv) will not enter into any Iease, management or other similar operating agreement if the lessee or other party to a management or other similar operating agreement has an option to purchase any portion of the Airport for a price other than the fair market value of such property at the time such option is exercised. The foregoing notwithstanding,the City shall not be obliged to comply with the aforesaid requirements of the Code during the term of Tax-Exempt Debt if the failure to comply with such requirements would not adversely affect the tax-exempt status of such Debt. Nothing herein prevents any transfer of all or a substantial part of the Airport to another body corporate and politic (including, but not necessarily limited to, a joint action agency or an airport authority) which assumes the City's obligations under this Ordinance andin any Supplement, in whole or in part,if(i) in the written opinion of an Airport Consultant, the ability to meet the rate covenant under this Ordinance and in any Supplement are not materially and adversely affected and (ii) in the written opinion of Bond Counsel, such transfer and assumption will not cause the interest on any Outstanding Parity Obligations that are Tax-Exempt Debt to be includable in gross income of the owners thereof for federal income tax purposes. In such event, following such transfer and assumption, all references to the City, any City officials, City ordinances,City budgetary procedures and any other officials, actions, powers or characteristics of the City shall be deemed references to the transferee entity and comparable officials, actions, powers or characteristics of such entity. In the event of any such transfer and assumption, nothing therein shall prevent the retention by the City of any facility of the Airport if,in the written opinion of an Airport Consultant,such retention will not materially and adversely affect nor unreasonably restrict the transferee entity's ability to comply with the requirements of the rate covenant and the other covenants of this Ordinance and any Supplement. (g) Special Facilities. The City may finance Special Facilities from the proceeds of Special Facilities Debt issued by or on behalf of the City without regard to any requirements of this Ordinance with respect to the issuance of Parity Obligations, subject, however, to the following conditions- (i) Such Special Facilities Debt shall be payable solely from rentals derived by or on behalf of the City under a lease entered into between the City (or an entity acting on behalf 5 of the City) and the person,firm or corporation which will be utilizing the Special Facilities to be financed; and (ii) In addition to all rentals with respect to the Special Facilities to be financed,a fair and reasonable rental for the land upon which said Special Facilities are to be constructed shall be charged by the City, and said ground rent shall be deemed Gross Revenues not available for the payment of such Special Facilities Debt. (h) Books, Records and Accounts. It shall keep proper books,records and accounts relating to the Airport separate and apart from all other records and accounts of the City,in which complete and correct entries shall be made of all transactions relating to the Airport, and the City shall cause said books and accounts to be audited annually as of the close of each Fiscal Year by an Accountant (which may be part of the City's comprehensive annual financial report). (i) Audits. After the close of each Fiscal Year while any Parity Obligation is Outstanding, an audit will be made by an Accountant of the books and accounts relating to the Airport and the Net Revenues (which may be includedin the City's comprehensive annual financial report). As soon as practicable after the close of each such Fiscal Year, and when said audit has been completed and made available to the City, a copy of such audit for the preceding Fiscal Year shall be mailed to the Municipal Advisory Council of Texas,any Bond Insurer or Credit Provider,and to any owner of any then Outstanding Parity Obligations who shall so request in writing promptly after it is readily available to the general public. Such annual audit reports shall be open to the inspection of the owners of the Parity Obligations and their agents and representatives at all reasonable times during regular business hours of the City. (j) Annual Budget. Not less than five Business Days prior to the beginning of each Fiscal Year, the City will adopt an Annual Budget for the Airport (which may be included in the City's general annual budget) for the ensuing Fiscal Year. Such budget is required to contain,amongother items, the following: estimated Gross Revenues, Operating Expenses and Net Revenues for such Fiscal Year, the estimated amounts to be deposited during such Fiscal Year in each of the Funds and Accounts established in this Ordinance and any Supplement,and the estimated expenditures during such Fiscal Year for the replacement of Capital Improvements. A copy of the Annual Budget shall be filed with any Bond Insurer or Credit Provider promptly after it is readily available to the general public. (k) Insurance. (1) It shall cause to be insured such parts of the Airport as would usually be insured by corporations operating like properties, with a responsible insurance company or companies,against risks, accidents or casualties against which and to the extent insurance is usually carried by corporations operating like properties,including, to the extent reasonably obtainable,fire and extended coverage insurance, insurance against damage by hurricanes, floods, tornados and windstorms and use and occupancy insurance. Public liability and property damage insurance shall also be carried unless the City Attorney gives a written opinion to the effect that the Cityis not liable for claims which would be protected by such insurance. Notwithstanding the foregoing,in the event 6 the City determines that any policy of insurance required by this Ordinance is not reasonably available, the City may elect to be self-insured in whole or in part against the risk or loss that would otherwise be covered by such policy, in which case the City will establish a reserve for such risk or loss in such amount as the City deems appropriate. At any time while any contractor engaged in construction work shall be fully responsible therefor,the City shall not be required to carry insurance on the work being constructed if the contractor is required to carry appropriate insurance. All such policies shall be open to the inspection of the Holders and their representatives at all reasonable times during regular business hours of the City. Upon the happening of any loss or damage covered by insurance from one or more of said causes, the City shall make due proof of loss and shall do all things necessary or desirable to cause the insuring companies to make payment in full directly to the City. The proceeds of insurance covering such property,together with any other funds necessary and available for such purpose, shall be used forthwith by the City for repairing the property damaged or replacing the property destroyed. (2) The annual audit required by this Ordinance shall contain a section commenting on whether the City has complied with the requirements of this subsection (k) with respect to the maintenance of insurance, and listing the areas of insurance for which the City is self-insuring, all policies carried, and whether all insurance premiums upon the insurance policies to which reference is hereinbefore made have been paid. (3) For purposes of this subsection (k),a series of Parity Obligations shall include any Credit Agreement declared by the City to be a Parity Obligation. (1) Governmental Agencies. It will comply with all of the terms and conditions of any and all grants and assurances, franchises, permits and authorizations applicable to or necessary with respect to the Airport, and which have been obtained from any governmental agency; and the City has or will obtain and keep in full force and effect all franchises, permits, authorization and other requirements applicable to or necessary with respect to the acquisition, construction, equipment, operation and maintenance of the Airport. (m) Rights of Inspection. The owner of$100,000 in Outstanding Principal Amount of Parity Obligations shall have the right at all reasonable times during regular business hours of the City to inspect all records, accounts and data of the City relating to the Airport, and upon request the City shall furnish to such owner, at the cost of such owner, such financial statements,reports and other information relating to the City and the Airport as such owner may from time to time reasonably request. (n) Legal Holidays. In any case where the date of maturity of interest on or principal of the Parity Obligations or the date fixed for redemption of any Parity Obligations or any other payment obligation under a Parity Obligation not be a Business Day, then payment of interest or principal need not be made on such date but may be made on the next succeeding Business Day with the same force and effect as if made on the date of maturity or the date fixed for redemption and no interest shall accrue for the period from the date of maturity or redemption to the date of actual payment. 7 (o)Bondholders'Remedies. This Ordinance and any Supplement shall constitute a contract between the City and the owners of the Parity Obligations from time to time outstanding and this Ordinance and the Supplement authorizing the issuance of Parity Obligations shall be and remain irrepealable until the Parity Obligations and any interest thereon shall be fully paid or discharged or provision therefor shall have been made as provided in a Supplement. In the event of a default in the payment of the principal of or interest on any Parity Obligation or a default in the performance of any duty or covenant provided by law or in this Ordinance, the owner or owners of any Parity Obligation may pursue all legal remedies afforded by the Constitution and laws of the State of Texas to compel the City to remedy such default and to prevent further default or defaults. Without in any way limiting the generality of the foregoing, it is expressly provided that any owner of any Parity Obligation may at law or in equity,by suit,action,mandamus,or other proceedings filedin any court of competent jurisdiction,enforce and compel performance of all duties required to be performed by the City under this Ordinance and any Supplement, including the making of reasonably required rates and charges for the use and services of the Airport, the deposit of the Gross Revenues into the Funds and Accounts provided in this Ordinance and any Supplement, and the application of such Gross Revenues in the manner required in this Ordinance and any Supplement. Section 5. AIRPORT FUND. There has been established and maintained on the books of the City, and accounted for separate and apart from all other funds of the City, a separate fund designated as the Airport Fund. All Gross Revenues shall be credited to the Airport Fund immediately upon receipt. All Operating Expenses shall be paid (to the extent permitted) from the Gross Revenues credited to the Airport Fund as a first charge against same. Section 6. DEBT SERVICE FUND. (a) Debt Service Fund Established. For the sole purpose of paying the principal amount of, premium, if any, and interest on, and other payments (other than Operating Expenses) incurred in connection with Parity Obligations, there is hereby created and there shall be established and maintained on the books of the City, and accounted for separate and apart from all other funds of the City, a separate fund designated as the Debt Service Fund. Moneys in the Debt Service Fund shall be deposited and maintained in an official depository bank of the City. (b) Supplement May Contain Additional Terms and Conditions. The City reserves the right in any Supplement to (i) establish within the Debt Service Fund various Accounts to facilitate the timely payment of Parity Obligations as the same become due and owing and (ii) provide other terms and conditions with respect to payment obligations with respect to a Parity Obligation not inconsistent with the provisions of Section 11 of this Ordinance. Section 7. DEBT SERVICE RESERVE FUND. (a) Debt Service Reserve Fund Established. There is hereby created and there shall be established and maintained on the books of the City, and accounted for separate and apart from all other funds of the City, a separate fund designated as the Debt Service Reserve Fund. Except as provided below, the Debt Service Reserve Fund shall be maintained for the benefit of the owners of Parity Obligations. There shall be deposited into the Debt Service Reserve Fund any Reserve Fund Obligations so designated by the 8 City. Reserve Fund Obligations in the Debt Service Reserve Fund shall be deposited and maintained in an official depository bank of the City. Reserve Fund Obligations in the Debt Service Reserve Fund shall be used for the purpose of retiring the last of the Parity Obligations to which the City designates Reserve Fund Obligations,in accordance with the terms of a Supplement,as they become due, or for paying principal of and interest on the Parity Obligations to which the City designates Reserve Fund Obligations, in accordance with the terms of a Supplement, when and to the extent the amounts in the Debt Service Fund are insufficient for such purpose. The Debt Service Reserve Fund shall be maintained in an amount equal to the Required Reserve Amount. The Designated Financial Officer, acting on behalf of the City may, at the option thereof, withdraw and transfer to the Airport Fund all surplus in the Debt Service Reserve Fund over the Required Reserve Amount, The City,in accordance with the terms of a Supplement,may establish that the Debt Service Reserve Fund shall not secure the Parity Obligations to be issued or incurred under such Supplement. (b) Use of Credit Facility. The City may satisfy its covenant to maintain the Debt Service Reserve Fund in an amount equal to the Required Reserve Amount with a Credit Facility that will provide funds, together with other Reserve Fund Obligations, if any, credited to the Debt Service Reserve Fund, at least equal to the Required Reserve Amount. The City may replace or substitute a Credit Facility for all or a portion of the cash or Eligible Investments on deposit in the Debt Service Reserve Fund or in substitution for or replacement of any existing Credit Facility. Upon such replacement or substitution, cash or Eligible Investments on deposit in the Debt Service Reserve Fund which, taken together with the face amount of any existing Credit Facilities, are in excess of the Required Reserve Amount may be withdrawn by the City, at the option of the Designated Financial Officer,and transferred to the Airport Fund;provided that at the option of the Designated Financial Officer,acting on behalf of the City,the face amount of any Credit Facility may be reduced in lieu of such transfer. (c) Withdrawals from Debt Service Reserve Fund. If the City is required to make a withdrawal from the Debt Service Reserve Fund for any of the purposes described in this Section,the Designated Financial Officer, acting on behalf of the City, shall promptly notify the issuer of such Credit Facility of the necessity for a withdrawal from the Debt Service Reserve Fund for any such purposes,and shall make such withdrawal FIRST from available moneys or Eligible Investments then on deposit in the Debt Service Reserve Fund, and NEXT from a drawing under any Credit Facility to the extent of such deficiency. Should there be more than one provider of Credit Facilities that are on deposit in the Debt Service Reserve Fund, the order of priority with respect to the drawings on such Credit Facilities shall be determined by the City and the providers of the Credit Facilities prior to any such drawings being made thereunder. 9 (d) Deficiencies. In the event of a deficiency in the Debt Service Reserve Fund, such that the Debt Service Reserve Fund contains less than the Required Reserve Amount,then the City shall, after making required deposits to the Debt Service Fund in accordance with the terms of this Ordinance and any Supplement, shall satisfy the Required Reserve Amount by depositing Reserve Fund Obligations into the Debt Service Reserve Fund in no more than twelve (12) monthly installments of not less than one-twelfth (1/12th) of the amount of such deficiency on or before the 15th day of each month following such deficiency to restore the Debt Service Reserve Fund to the Required Reserve Amount. In the event the Required Reserve Amount is funded through the use of a Credit Facility, and the Credit Facility specifies a termination or expiration date that is prior to the final maturity of the Parity Obligations so secured thereby,the City shall provide that such Credit Facility shall be renewed at least twelve (12) months prior to the specified termination or expiration date or in the alternative provide that any deficiency that will result upon the termination or expiration of such Credit Facility will be accounted for either by (i) obtaining a substitute Credit Facility no sooner than twenty-four (24) months or no later than twelve (12) months prior to the specified termination or expiration date of the then existing Credit Facility or (ii) by depositing cash into the Debt Service Reserve Fund in no more than twenty-four(24) monthly installments of not less than one-twenty fourth (1/24th) of the amount of such deficiency on or before the 15th day of each month, commencing on the 15th day of the month which is twelve (12) months prior to such termination or expiration date, to restore the Debt Service Reserve Fund to the Required Reserve Amount. (e) Redemption or Defeasance. In the event of the redemption or defeasance of any Parity Obligation, any Reserve Fund Obligations on deposit in the Debt Service Reserve Fund in excess of the Required Reserve Amount may be withdrawn and transferred, at the option of the City, to the Airport Fund,as a result of(i) the redemption of the Parity Obligations,or (ii) funds for the payment of the Parity Obligations having been deposited irrevocably with the paying agent or place of payment therefor in the manner described in a Supplement,the result of such deposit being that such Parity Obligations no longer are deemed to be Outstanding under the terms of this Ordinance and such Supplement. (f) Credit Facility Draws. In the event there is a draw upon the Credit Facility, the City shall reimburse the issuer of such Credit Facility for such draw,in accordance with the terms of any agreement pursuant to which the Credit Facility is issued, from Net Revenues, however, such reimbursement from Net Revenues shall be subject to the provisions of Section 7(d) hereof and shall be subordinate and junior in right of payment to the payment of principal of and premium,if any,and interest on Parity Obligations. Section 8. OPERATING RESERVE FUND;AVIATION CAPITAL RESERVE FUND. (a) Operating Reserve Fund. For the purposes hereinafter described, there is hereby created and there shall be established and maintained on the books of the City, and accounted for separate and apart from the other funds of the City, a separate fund designated as the Operating Reserve Fund. There shall be credited to the Operating Reserve Fund cash and Eligible Investments so designated by the Designated Financial Officer, acting on behalf of the City, and such cash and Eligible 10 Investments shall be deposited and maintained in an official depository bank of the City. Moneys credited to the Operating Reserve Fund shall be applied (i) to the payment of Operating Expenses to the extent that sufficient funds are not otherwise available in the Airport Fund to pay all Operating Expenses when due or (ii) to the payment of the principal of or the interest then due on Parity Obligations or the redemption price then due with respect to any Parity Obligations subject to a mandatory sinking fund redemption,as provided in any Supplement,but only to the extent that amounts credited to the Debt Service Fund and the Debt Service Reserve Fund,in the order named, shall not be sufficient to pay such principal, interest or redemption price. (b) Aviation Capital Reserve Fund. There has been established and maintained on the books of the City, and accounted for separate and apart from all other funds of the City, a separate fund designated as the Capital Reserve Fund. The Capital Reserve Fund shall be maintained in an amount at least equal to the Minimum Capital Reserve,andis available solely for major construction projects at the Airport or for the replacement of large equipment used at the Airport. The Capital Reserve Fund shall be funded as provided in Section 11(e) hereof, to the extent Net Revenues are available after making the transfers described in subsections (a), (b), (c) and(d) of Section 11 hereof. The City hereby represents that the Capital Reserve Fund is funded in an amount at least equal to the Minimum Capital Reserve, Section 9. SUBORDINATED DEBT FUND. (a) Subordinated Debt Fund Established. For the sole purpose of paying the principal amount of, premium, if any, and interest on, and other payments (other than Operating Expenses) incurred in connection with Subordinated Debt, there is hereby created and there shall be established and maintained on the books of the City, and accounted for separate and apart from all other funds of the City, a separate fund designated as the Subordinated Debt Fund. Moneys in the Subordinated Debt Fund shall be deposited and maintained in an official depository bank of the City. (b) Airport GO Debt Account Established. Within the Subordinated Debt Fund there is hereby created and there shall be established and maintained on the books of the City, and accounted for separate and apart from the other funds of the City, an account designated as the Airport GO Debt Account. On the first Business Day of each Fiscal Year, for so long as the Airport GO Debt is outstanding,the Designated Financial Officer shall certify in writing to the City Council the aggregate debt service on the Airport GO Debt payable in such Fiscal Year. Upon receipt of such certification, the City shall cause Net Revenues to be credited to the Airport GO Debt Account,on the dates and in the manner describedin Section 1 I hereof,to the extent Net Revenues are available after making the transfers described in subsections (a), (b) and (c) of Section 11 hereof. Moneys in the Airport GO Debt Account shall be used for the payment of scheduled debt service on the Airport GO Debt as the same shall come due. Once the Airport GO Debt is no longer outstanding in accordance with its terms, the Designated Financial Officer shall promptly deliver a written certificate to the City Council stating that transfers of Net Revenues to the credit of the Airport GO Debt Account are no longer required to contribute toward the payment of debt service on Airport GO Debt. If moneys are on deposit in the Airport GO Debt Account after such certificate is delivered, such moneys shall be transferred to the credit of the Airport Fund. The City hereby 11 declares that the transfer of Net Revenues in support of Airport GO Debt constitutes a Subordinated Debt for purposes of this Ordinance. (c) Additional Accounts. The City may create, establish and maintain on the books of the City additional Accounts within the Subordinated Debt Fund from which moneys can be withdrawn to pay the principal of andinterest on Subordinated Debt which hereafter may be issued or incurred. Section 10. CONSTRUCTION FUND AND REBATE FUND. The City, in a Supplement, hereafter may create,establish and maintain on the books of the City a separate Fund or Account for use by the City for payment of all lawful costs associated with the construction, improvement and equipping of the Airport, and for making payments to the United States of America pursuant to section 148 of the Code. Section 11. FLOW OF FUNDS. Moneys in the Airport Fund not required for paying Operating Expenses during each month shall be applied by the City in the order of priority with respect to the Funds and Accounts that such applications are hereinafter set forth in this Section. (a) Debt Service Fiend - To the credit of the Debt Service Fund,in the following order of priority, to-wit. (i) such amounts,as more fully described in the Supplement authorizing the issuance or incurrence of Parity Obligations,as will be sufficient, together with other amounts,if any, in the Debt Service Fund available for such purpose (including specifically moneys on deposit in an Account in which capitalized interest is deposited and dedicated thereto), to pay the interest scheduled to come due on Parity Obligations on the next succeeding interest payment date; (ii) such amounts,as more fully described in the Supplement authorizing the issuance or incurrence of Parity Obligations,as will be sufficient, together with other amounts,if any, in the Debt Service Fund available for such purpose,to pay the principal scheduled to mature on Parity Obligations on the next succeeding principal payment date; and (iii) such amounts, as more fully described in the Supplement authorizing the issuance or incurrence of Parity Obligations,to pay scheduled mandatory sinking redemption amounts of such Parity Obligations which constitute "Term Bonds" to be redeemed in accordance with the terms of such Supplement. (b) Debt Service Reserve Fund. To the credit of the Debt Service Reserve Fund, in the event the Debt Service Reserve Fund is not fully funded on the date of issuance or incurrence of Parity Obligations, as more fully described in the Supplement authorizing such Parity Obligations, such amounts, deposited in no more than sixty approximately equal monthly installments, commencing during the month in which the Parity Obligations are delivered or the month thereafter if delivery is made after the 15th day thereof, equal to not less than one-sixtieth (1/60th) of the 12 Required Reserve Amount, until such time as such amounts together with other amounts,if any,in the Debt Service Reserve Fund, equal the Required Reserve Amount. When and so long as the Reserve Fund Obligations in the Debt Service Reserve Fund are not less than the Required Reserve Amount,no deposits need be made to the credit of the Debt Service Reserve Fund. When and if the Debt Service Reserve Fund at any time contains less than the Required Reserve Amount due to any cause or condition other than the issuance of Parity Obligations then, subject and subordinate to making the required deposits to the credit of the Debt Service Fund, commencing with the month during which such deficiency occurs, such deficiency shall be made up from the next available Net Revenues or from any other sources available for such purpose, in the manner provided in Section 7(d) of this Ordinance. Reimbursements to a provider of a Credit Facility made in accordance with the terms of Section 7(f) of this Ordinance shall constitute the making up of a deficiency to the extent that such reimbursements result in the reinstatement,in whole or in part, as the case may be, of the amount of the Credit Facility. If the Debt Service Reserve Fund contains less than the Required Reserve Amount due to the issuance of Parity Obligations,monthly deposits shall be made to the Debt Service Reserve Fund in the manner described in the first sentence of this subsection, commencing during the month and in the amounts required by this Ordinance and the Supplement pursuant to which such Parity Obligations are to be issued or incurred, unless Reserve Fund Obligations are credited to the Debt Service Reserve Fund in an amount necessary to cause the sum of money and the Value of Investment Securities and any other Credit Facilities in the Debt Service Reserve Fund to equal the Required Reserve Amount. (c) Operating Reserve Fund. If on the 15th day of any month, there is on deposit in the Operating Reserve Fund an amount less than one-sixth (1/6th) of the estimated total Operating Expenses for the then current Fiscal Year as set forth in the then current Annual Budget, the City shall credit to the Operating Reserve Fund,out of moneys in the Airport Fund after paying Operating Expenses and making the required payments for such month into the Debt Service Fund and the Debt Service Reserve Fund as described above,there shall be deposited to the credit of the Operating Reserve Fund,in no more than twelve (12) monthly installments, an amount equal to not less than one-twelfth (1/12th) of the difference between one-sixth (1/6th) of the estimated total Operating Expenses for said Fiscal Year as set forth in the then current Annual Budget and the amount then on deposit in the Operating Reserve Fund. (d) Subordinated Debt Fund. To the credit of the Subordinated Debt Fund, for deposit in any Account established therein,including specifically the Airport GO Debt Account,such amounts, as more fully described in any ordinance hereafter adopted authorizing the issuance or incurrence of Subordinated Debt,as will be sufficient,together with other amounts,if any,in the Subordinated Debt Fund available for such purpose, to make scheduled payments with respect to Subordinated Debt on the next succeeding date payment is due. The foregoing notwithstanding, with respect to deposits to the credit of the Airport GO Debt Account, such deposits shall commence during the month in which the first issue of Parity Obligations issued under this Ordinance and the Supplement authorizing such Parity Obligations is delivered or the month thereafter if delivery of such Parity Obligations is made after the 15th day thereof. 13 (e) Surplus. Should there be any surplus moneys available in the Airport Fund from Gross Revenues deposited to the credit of the Airport Fund during the then current Fiscal Year,following the payment in such Fiscal Year of Operating Expenses and such payments and transfers to the Debt Service Fund, the Debt Service Reserve Fund, the Operating Reserve Fund and the Subordinated Debt Fund as described above,such surplus may be used by the City,at the discretion of the Aviation Director (consistent with the terms of the use agreements with the airlines operating at the Airport), for any lawful purpose relating to the ownership and operation of the Airport including, without limitation, funding any deficiencies in the Capital Reserve Fund and the payment of future debt service on Parity Obligations and Subordinated Debt. Section 12. ISSUANCE OF ADDITIONAL OBLIGATIONS. (a) Parity Obligations. The City reserves the right to issue or incur,for any lawful purpose, pursuant to this Ordinance and a Supplement (other than a Supplement adopted concurrently with this Ordinance), additional Parity Obligations; provided, however, that no such Parity Obligations shall be delivered unless: (i) No Default. The Designated Financial Officer and the Aviation Director certify that, upon incurring, issuing or otherwise becoming liable in respect to such Parity Obligations, the City will not be in default under any term or provision of this Ordinance, any Parity Obligations then Outstanding or any Supplement pursuant to which any of such Parity Obligations were issued or incurred. (ii) Prober Fund Balances. The Designated Financial Officer certifies that, upon the issuance of such Parity Obligations, the Debt Service Fund will have the required amounts on deposit therein and that the Debt Service Reserve Fund will contain the applicable Required Reserve Amount or so much thereof as is required to be funded at such time. Upon the issuance of such Parity Obligations, any additional amounts necessary to cause the Debt Service Reserve Fund to be funded in the Required Reserve Amount may be funded over a 60-month period in the manner provided for in Section 11(b) of this Ordinance. (iii) Projected Coverage. An Airport Consultant provides a written report setting forth projections which indicate that the estimated Net Revenues of the Airport for each of three consecutive Fiscal Years beginning in the earlier of (A) the first Fiscal Year following the estimated date of completion and initial use of all revenue producing facilities to be financed with Parity Obligations, based upon a certified written estimated completion date by the consulting engineer for such facility or facilities, or (B) the first Fiscal Year in which the City will have scheduled payments of interest on or principal of the Parity Obligations to be issued for the payment of which provision has not been made as indicated in the report of such Airport Consultant from proceeds of such Parity Obligations, investment 14 income thereon or from other appropriated sources (other than Net Revenues). are equal to at least 1.25 times of the Annual Debt Service Requirements on all Parity Obligations scheduled to occur during each such respective Fiscal Year after taking into consideration the additional Annual Debt Service Requirements for the Parity Obligations then being issued or incurred. (iv) Alternative Coverage for PariU Obligations. In lieu of the certification in clause (iii) above, the Designated Financial Officer may provide a certificate showing that, for either the City's most recent complete Fiscal Year or for any consecutive 12 out of the most recent 18 months, the Net Revenues of the Airport were equal to at least 1.25 times of the maximum Annual Debt Service Requirements on all Parity Obligations scheduled to occur in the then current or any future Fiscal Year after taking into consideration the Parity Obligations proposed to be issued or incurred. (b) Refunding Obligations. If Parity Obligations are being issued for the purpose of refunding less than all Outstanding Parity Obligations, neither of the certifications described in subsections (a)(iii) or (a)(iv) of this Section are required so long as the Designated Financial Officer provides a certificate showing that the aggregate debt service requirements of such refunding Parity Obligations will not exceed the aggregate debt service requirements of the Parity Obligations being refunded. (c) Completion Obligations. The City reserves the right to issue or incur Parity Obligations to pay the cost of completing any Capital Improvements for which Parity Obligations have previously been issued. Prior to the delivery of Completion Obligations, the City must provide,in addition to all of the applicable certificates required by subsection (a) of this Section (other than the certificates not required under the circumstances described below), the following documents: (i) a certificate of the consulting engineer engaged by the City to design the Capital Improvement for which the Completion Obligations are to be delivered stating that such Capital Improvement has not materially changed in scope since the most recent series of Parity Obligations was issued or incurred for such purpose (except as permittedin the Supplement authorizing such Parity Obligations) and setting forth the aggregate cost of the Capital Improvement which,in the opinion of such consulting engineer,has been or will be incurred; and (ii) a certificate of the Aviation Director (A) stating that all amounts allocated to pay costs of the Capital Improvement from the proceeds of the most recent series of Parity Obligations issued or incurred in connection with the Capital 15 Improvement for which the Completion Obligations are being issued or incurred were used or are still available to be used to.pay costs of such Capital Improvement; (B) containing a calculation of the amount by which the aggregate cost of that Capital Improvement (furnished in the consulting engineer's certificate described above) exceeds the sum of the costs of the Capital Improvement paid to such date plus the moneys available at such date within any construction fund or other like account applicable to the Capital Improvement plus any other moneys which the Aviation Director, in the discretion thereof,has determined are available to pay such costs in any other fund; and (C) certifying that, in the opinion of the Aviation Director, it is necessary to issue or incur the Completion Obligations to provide funds for the completion of the Capital Improvement. Completion Obligations may be issued or incurred for any Airport facility or project which shall be declared in the Supplement to be a Capital Improvement. Any such Supplement may contain such further provisions as the City shall deem appropriate with regard to the use,completion, modification or abandonment of such Capital Improvement. Anything herein to the contrary, the provisions of subsections (a)(iii) and (a)(iv) of this Section do not apply to Completion Obligations if the aggregate principal amount of the Completion Obligations then to be issued does not exceed 15% of the aggregate principal amount of the Parity Obligations initially issued to pay the cost of such Capital Improvement. (d) Subordinated Debt and Special Facilities Debt. Subordinated Debt and Special Facilities Debt may be issued or incurred by the City without limitation. Subordinated Debt shall be payable from moneys deposited to the credit of the Subordinated Debt Fund. Special Facilities Debt is permitted to be issued, as described in Section 4(g) hereof, and shall not be secured by a lien on and pledge of Net Revenues. (e) Credit Agreements. Payments to be made under a Credit Agreement may be treated as Parity Obligations if the governing body of the City makes a finding in the Supplement authorizing the treatment of the obligations of the City incurred under a Credit Agreement as a Parity Obligation that, based upon the findings contained in a certificate executed and delivered by a Designated Financial Officer,the City will have sufficient funds to meet the financial obligations of the Airport, including sufficient Net Revenues to satisfy the Annual Debt Service Requirements of the Airport and the financial obligations of the City relating to the Airport after giving effect to the treatment of the Credit Agreement as a Parity Obligation. (f) Determination of Net Revenues. In making a determination of Net Revenues for any of the purposes describedin this Section,the Airport Consultant or the Designated Financial Officer may take into consideration a change in the rates and charges for services and facilities afforded by the Airport that became effective at least 30 days prior to the last day of the period for which Net Revenues are determined and, for purposes of satisfying the Net Revenues tests described above, make a pro forma determination of the Net Revenues of the Airport for the period of time covered 16 by the certification or opinion based on such change in rates and charges being in effect for the entire period covered by the certificate or opinion. Section 13. DEFEASANCE. The provisions relating to the terms and conditions upon which a defeasance of Parity Obligations shall be effected shall be contained in the Supplement authorizing such Parity Obligations. Section 14. AMENDMENT OF ORDINANCE. (a) Approval of Amendments. The owners of a majority in Outstanding Principal Amount of the Parity Obligations shall have the right from time to time to approve any amendment to this Ordinance which may be deemed necessary or desirable by the City;provided,however,that nothing herein contained shall permit or be construed to permit the amendment of the terms and conditions in this Ordinance or in the Parity Obligations so as to: (i) Make any change in the maturity of any of the Outstanding Parity Obligations; (ii) Reduce the rate of interest borne by any of the Outstanding Parity Obligations; (iii) Reduce the amount of the principal payable on the Outstanding Parity Obligations; (iv) Modify the terms of payment of principal of, premium, if any, or interest on the Outstanding Parity Obligations or impose any conditions with respect to such payment; (v) Affect the rights of the owners of less than all of the Parity Obligations then Outstanding; (vi) Amend this subsection (a) of this Section; or (vii) Change the minimum percentage of the principal amount of Parity Obligations necessary for consent to any amendment; unless such amendment or amendments be approved by the owners of all of the Parity Obligations then Outstanding. (b) Notice. If at any time the City shall desire to amend this Ordinance under this Section, the City shall cause notice of the proposed amendment to be published in a financial newspaper or journal published in The City of New York, New York,and a newspaper of general circulation in the City, once during each calendar week for at least two successive calendar weeks. Such notice shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof is on file at the City and at the principal office of each Paying Agent or Registrar, as the case may be, for the Parity Obligations for inspection by all Holders of Parity Obligations. Such publication is not required, however, if notice in writing is given to each owner of Parity Obligations. (c) Adoption. Whenever at any time not less than 30 days, and within one year, from the date of the first publication of said notice or other service of written notice the City shall receive an instrument or instruments executed by the owners of at least a majority in Outstanding Principal Amount of the Parity Obligations then Outstanding,which instrument or instruments shall refer to the proposed amendment describedin said notice andwhich specifically consent to and approve such 17 amendment in substantially the form of the copy thereof on file with each Paying Agent or Registrar, as the case may be, for the Parity Obligations, the governing body of the City may pass the amendatory ordinance in substantially the same form. (d) Ordinance Deemed Amended. Upon the passage of any amendatory ordinance pursuant to the provisions of this Section, this Ordinance shall be deemed to be amended in accordance with such amendatory ordinance, and the respective rights, duties and obligations under this Ordinance of the City and all the owners of then Outstanding Parity Obligations and all future Parity Obligations shall thereafter be determined,exercised and enforced hereunder,subject in all respects to such amendments. (e) Consent Irrevocable. Any consent given by the owner of a Parity Obligation pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of the first publication of the notice provided for in this Section, and shall be conclusive and binding upon all future owners of the same Parity Obligation during such period. Such consent may be revoked at any time after six months from the date of the first publication of such notice by the owner who gave such -onsent,or by a successor in title,by filing written notice thereof with the Paying Agent or Registrar, as the case may be,for such Parity Obligation and the City,but such revocation shall not be effective if the owners of at least a majority in Outstanding Principal Amount of the then Outstanding Parity Obligations as determined in accordance with this Section have, prior to the attempted revocation, consented to and approved the amendment. (f)Amendments Without Consent.The foregoing provisions of this Section notwithstanding, the City by action of its governing body may amend this Ordinance without the consent of any owner of a Parity Obligation for any one or more of the following purposes: (i) To add to the covenants and agreements of the City in this Ordinance contained, other covenants and agreements thereafter to be observed,grant additional rights or remedies to the owners of the Parity Obligations or to surrender, restrict or limit any right or power herein reserved to or conferred upon the City; (ii) To make such provisions for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained in this Ordinance,or in regard to clarifying matters or questions arising under this Ordinance, as are necessary or desirable and not contrary to or inconsistent with this Ordinance and which shall not adversely affect the interests of the owners of the Parity Obligations then Outstanding; (iii) To modify any of the provisions of this Ordinance in any other respect whatsoever, provided that (A) such modification shall be, and be expressed to be, effective only after all Parity Obligations outstanding at the date of the adoption of such modification shall cease to be outstanding,and(B) such modification shall be specifically referred to in the text of all Parity Obligations issued after the date of the adoption of such modification; 18 (iv) To make such amendments to this Ordinance as may be required,in the opinion of Bond Counsel, to ensure compliance with sections 103 and 141 through 150 of the Code and the regulations promulgated thereunder and applicable thereto; (v) To make such changes, modifications or amendments as may be necessary or desirable in order to allow the owners of the Parity Obligations to thereafter avail themselves of a book-entry system for payments, transfers and other matters relating to the Parity Obligations,which changes,modifications or amendments are not contrary to or inconsistent with other provisions of this Ordinance and which shall not adversely affect the interests of the owners of the Parity Obligations; (vi) To make such changes, modifications or amendments as may be necessary or desirable in order to obtain the approval of the Parity Obligations by the Office of the Attorney General of the State of Texas, to the extent such approval is required bylaw,or to obtain or maintain the granting of a rating on the Parity Obligations by a Credit Rating Agency, or to obtain or maintain a Credit Agreement or a Credit Facility; and (vii) To make such changes, modifications or amendments as may be necessary or desirable, which shall not adversely affect the interests of the owners of the Parity Obligations,in order,to the extent permitted by law,to facilitate the economic and practical utilization of interest rate swap agreements,foreign currency exchange agreements,or similar types of agreements with respect to the Parity Obligations. Notice of any such amendment of the nature described in this subsection may be published by the City in the manner described in subsection (b) of this Section; provided, however, that the publication of such notice shall not constitute a condition precedent to the adoption of such amendatory ordinance and the failure to publish such notice shall not adversely affect the implementation of such amendment as adopted pursuant to such amendatory ordinance. (g) Oumership. For the purpose of this Section,the ownership and other matters relating to all Parity Obligations shall be determined as provided in each Supplement. (h) Amendments of Supplements. Each Supplement shall contain provisions governing the ability of the City to amend such Supplement; provided, however, that no amendment may be made to any Supplement for the purpose of granting to the owners of Outstanding Parity Obligations under such Supplement a priority over the owners of any other Outstanding Parity Obligations. Section 15. DEFICIENCIES; EXCESS NET REVENUES. (a) Deficiencies. If on any occasion there shall not be sufficient Net Revenues to make the required deposits into the Funds and Accounts establishedin accordance with this Ordinance and any Supplement, then such deficiency shall be made up as soon as possible from the next available Net Revenues,or from any other source available for such purpose. 19 (b) Surplus. Subject to making the required deposits to the credit of the Funds and Accounts established in accordance with this Ordinance and any Supplement,when and as required by this Ordinance and any Supplement, the excess Net Revenues may be used by the City for any lawful purpose, consistent with the provisions of Section It of this Ordinance and applicable provisions of federal law. Section 16. FUNDS SECURED. Moneys in all Funds and Accounts created in accordance with this Ordinance and any Supplement shall be secured in the manner prescribed by law for securing funds of the City. Section 17. INVESTMENTS. Moneys in any Fund or Account established pursuant to this Ordinance and any Supplement may, at the option of the City, be placed or invested in Eligible Investments. The value of any such Fund or Account shall be established by adding any money therein to the Value of Investment Securities. The value of each such Fund or Account shall be established no less frequently than annually during the last month of each Fiscal Year. Earnings derived from the investment of moneys on deposit in the various Funds and Accounts shall be credited to the Fund or Account from which moneys used to acquire such investment shall have come; provided,however, that transfers from the Debt Service Reserve Fund to the Airport Fund as describedin Section 7(b) shall be made at the discretion of the Designated Financial Officer. Eligible Investments credited to the Debt Service Reserve Fund shall have stated maturities,orbe redeemable at the option of the holder thereof at a statedprice and time,not later than seven years after the date of the investment therein or the date of last maturity of Parity Obligations,whichever date is earlier. Eligible Investments credited to the Debt Service Fund and the Operating Reserve Fund shall have stated maturities,or be redeemable at the option of the holder thereof at a stated price and time,not later than the date such moneys shall be needed to pay principal (including scheduled mandatory sinking fund redemption payments) and interest on Parity Obligations,or to pay Operating Expenses, as the case may be. Section 18. PREAMBLE. The preamble of this Ordinance is hereby incorporated by reference, and is to be considered a part of the operative text of this Ordinance. Section 19. RULES OF CONSTRUCTION. For all purposes of this Ordinance, unless the context requires otherwise,all references to designated Sections andother subdivisions are to the Sections and other subdivisions of this Ordinance. The words "herein", "hereof' and"hereunder" and other words of similar import refer to this Ordinance as a whole and not to any particular Section or other subdivision. Except where the context otherwise requires, terms defined in this Ordinance to impart the singular number shall be considered to include the plural number and vice versa. References to any named Person means that party and its successors and assigns. References to any constitutional, statutory or regulatory provision means such provision as it exists on the date this Ordinance is adopted by the City and any future amendments thereto or successor provisions thereof. Any reference to the payment of principal in this Ordinance shall be deemed to include the payment of mandatory sinking fund redemption payments as described in a Supplement. 20 Section 20. INTERPRETATIONS. The titles and headings of the Sections and subsections of this Ordinance 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. Section 21. DELEGATION OF AUTHORITY. In respect to the delegation by the City of any authority to an officer or employee of the City under Chapter 1371 to perform any duty or responsibility hereunder or in a Supplement, the City hereby finds that a finding or determination made by such officer or employee has the same force and effect as a finding or determination made by the governing body of the City. Section 22. IMMEDIATE EFFECT. On request of the Mayor to find and declare an emergency due to the immediate need for the efficient and effective administration of City affairs by establishing the airport revenue bond financing program in conjunction with authorizing the issuance of Parity Obligations, such finding of an emergency is hereby specifically made and declared, requiring suspension of the Charter rule as to consideration and voting upon ordinances or resolutions at two regular meetings so that this Ordinance be passed and take effect upon first reading. ADOPTED this 22nd day of August, 2000. Mayor ATTEST: SEAL City Secretary APPROVED AS TO FORM: City A, orney 21 EXHIBIT A DEFINITIONS As used in the Ordinance, the following terms and expressions shall have the meanings set forth below, unless the text hereof specifically indicates otherwise: "Account" means any account created, established and maintained under the terms of any Supplement. "Accountant"means a nationally recognized independent certified public accountant,or an independent firm of certified public accountants. "Airport" means the Corpus Christi International Airport, together with all properties, facilities and services thereof, all additions,extensions,replacements,and improvements thereto,as well as any other facility that qualifies as an airport or an air navigation facility under Chapter 22 that the City hereafter declares to the within the meaning of "Airport" under the Ordinance; provided, however, the term "Airport" shall not include (a) the Industrial Properties and (b) the Special Facilities Properties. "Airport Consultant"means an airport consultant or airport consultant firm or corporation having a wide and favorable reputation for skill and experience with respect to the operation and maintenance of airports, in recommending rental and other charges for use of airport facilities and in projecting revenues to be derived from the operation of airports, and not a full time employee of the City. "Airport Fund" means the "City of Corpus Christi, Texas Airport Fund", the existence of which is confirmed in Section 5 of this Ordinance. "Airport GO Debt"means the indebtedness of the City,supported by a pledge of ad valorem taxes of the City, for which the City transfers moneys from the Airport Fund in support of the payment thereof, including, but not limited to, certain of the debt service payments attributable to the City's General Improvement Bonds, Series 1986, Series 1987, Series 1990, Series 1992, Series 1993 and Series 1995. The transfers of Net Revenues in support of the Airport GO Debt constitutes Subordinated Debt under this Ordinance. "Airport GO Debt Account" means the "City of Corpus Christi, Texas Airport GO Debt Account"within the Subordinated Debt Fund established pursuant to Section 9 of this Ordinance. "Annual Budget" means the annual budget of the Airport (which may be included in the City's general annual budget), as amended and supplemented, adopted or in effect for a particular Fiscal Year. 1 "Annual Debt Service Requirements" means, for any Fiscal Year, the principal of and interest on all Parity Obligations coming due at Maturity or Stated Maturity(or that could come due on demand of the owner thereof other than by acceleration or other demand conditioned upon default by the City on such Debt,or be payable in respect of any required purchase of such Debt by the City) in such Fiscal Year,less and except any such principal or interest for the payment of which provision has been made by (i) appropriating for such purpose amounts sufficient to provide for the full and timely payment of such interest or principal either from proceeds of bonds, notes or other obligations, from interest earned or to be earned thereon, from Airport funds other than Net Revenues, or from any combination of such sources and (ii) depositing such amounts (except in the case of interest to be earned,which shall be deposited as received) into a dedicated FundorAccount, the proceeds of which are required to be transferred as neededinto the Debt Service Fund or directly to the Paying Agent for such Parity Obligations; and, for such purposes, any one or more of the following rules shall apply at the election of the City (1) Committed Take Out. If the City has entered into a Credit Agreement constituting a binding commitment within normal commercial practice, from any bank, savings and loan association, insurance company, or similar institution to discharge any of its Funded Debt at its Stated Maturity (or,if due on demand, at any date on which demand may be made) or to purchase any of its Funded Debt at any date on which such Debt is subject to required purchase, all under arrangements whereby the City's obligation to repay the amounts advanced for such discharge or purchase constitutes Funded Debt, then the portion of the Funded Debt committed to be discharged or purchased shall be excluded from such calculation and the principal of and interest on the Funded Debt incurred for such discharging or purchase that would be due in the Fiscal Year for which the calculation is being made, if incurred at the Stated Maturity or purchase date of the Funded Debt to be discharged or purchased, shall be added; (2) Balloon Debt. If the principal (including the accretion of interest resulting from original issue discount or compounding of interest) of any series or issue of Funded Debt due (or payable in respect of any required purchase of such Funded Debt by the City) in any Fiscal Year either is equal to at least 25%of the total principal (including the accretion of interest resulting from original issue discount or compounding of interest) of such Funded Debt or exceeds by more than SO% the greatest amount of principal of such series or issue of Funded Debt due in any preceding or succeeding Fiscal Year (such principal due in such Fiscal Year for such series or issue of Funded Debt being referred to herein and throughout this Exhibit A as "Balloon Debt"), the amount of principal of such Balloon Debt taken into account during any Fiscal Year shall be equal to the debt service calculated using the original principal amount of such Balloon Debt amortized over the Term of Issue on a level debt service basis at an assumed interest rate equal to the rate borne by such Balloon Debt on the date of calculation; 2 (3) Consent Sinking Fund. In the case of Balloon Debt, if a Designated Financial Officer shall deliver to the City a certificate providing for the retirement of (and the instrument creating such Balloon Debt shall permit the retirement of), or for the accumulation of a sinking fund for (and the instrument creating such Balloon Debt shall permit the accumulation of a sinking fund for),such Balloon Debt according to a fixed schedule stated in such certificate ending on or before the Fiscal Year in which such principal (and premium,if any) is due,then the principal of(and, in the case of retirement, or to the extent provided for by the sinking fund accumulation, the premium, if any, and interest and other debt service charges on) such Balloon Debt shall be computed as if the same were due in accordance with such schedule,provided that this clause (3) shall apply only to Balloon Debt for which the installments previously scheduled have been paid or deposited to the sinking fund established with respect to such Debt on or before the tithes required by such schedule;and provided further that this clause (3) shall not apply where the City has elected to apply the rule set forth in clause (2) above; (4) Prepaid Debt. Principal of and interest on Parity Obligations,or portions thereof, shall not be included in the computation of the Annual Debt Service Requirements for any Fiscal Year for which such principal or interest are payable from funds on deposit or set aside in trust for the payment thereof at the time of such calculations (including without limitation capitalized interest and accrued interest so deposited or set aside in trust) with a financial institution acting as fiduciary with respect to the payment of such Debt; (5) Variable Rate. (A) Except as hereinafter provided in this subparagraph, the rate of interest on Variable Rate Obligations then proposed to be issued shall be deemed to be the average for the then immediately preceding five years of the BMA Index, plus 20 basis points; provided, however, that (i) if, after the issuance of the Variable Rate obligations then proposed to be issued, more than 20% of the aggregate of the Parity Obligations Outstanding will bear interest at a variable rate and (ii) any Parity Obligation is then insured by a Bond Insurer,the rate of interest on Variable Rate Obligations then proposed to be issued shall be deemed to be the greater of (x) the most recently announced 30-year Revenue Bond Index published by The Bond Buyer, a financial journal published,as of the date the Ordinance was adopted,in The City of New York, New York, (y) the rate of interest then borne by any Variable Rate Obligations then Outstanding, and (z) 1.25 times the average variable rate borne by any Variable Rate Obligations then Outstanding during the then immediately preceding twelve-month period,or if no Variable Rate Obligations are then Outstanding, 1.25 times the average variable rate for similarly rated obligations with comparable maturities during the then 3 immediately preceding twelve-month period, and (B) Except as hereinafter provided in this subparagraph, the rate of interest on Variable Rate Obligations outstanding at the time of such calculation shall be deemed to be the lesser of(i) the then current per annum rate of interest borne by such Variable Rate Obligations or (ii) the average per annum rate of interest borne by such Variable Rate Obligations during the then immediately preceding twelve-month period; provided, however, that for any period during which (a) more then 20% of the aggregate of the Parity Obligations then Outstanding bear interest at a variable rate and (b) any Parity Obligation is then insured by a Bond Insurer, the rate of interest on such Variable Rate Obligations shall be the greater of (x) the most recently announced 30 year Revenue Bond Index published by The Bond Buyer, a financial journal published, as of the date the Ordinance was adopted,in The City of New York, New York, (y) the rate of interest then in effect with respect to such Variable Rate Obligations in accordance with their terms, and (z) 1.25 times the average variable rate borne by such Variable Rate Obligations during the then immediately preceding twelve-month period; (b) Credit Agreement Payments. If the City has entered into a Credit Agreement in connection with an issue of Debt, payments due under the Credit Agreement (other than payments made by the City in connection with the termination or unwinding of a Credit Agreement),from either the City or the Credit Provider,shall be included in such calculation except to the extent that the payments are already taken into account under (1) through (5) above and any payments otherwise included above under (1) through (5) which are to be replaced by payments under a Credit Agreement, from either the City or the Credit Provider, shall be excluded from such calculation. With respect to any calculation of historic data, only those payments actually made in the subject period shall be taken into account in making such calculation and, with respect to prospective calculations, only those payments reasonably expected to be made in the subject period shall be taken into account in making the calculation. "Aviation Director" means the director of the City's Department of Aviation, or the successor or person acting in such capacity. 'BMA Index"means the"high grade"seven-day index made available by The Bond Markets Association of New York, New York, or any successor thereto, based upon 30-day yield evaluation at par of bonds, the interest income on which is excludable from gross income of the recipients thereof for federal income tax purposes. In the event that neither The Bond Markets Association nor any successor thereto makes available an index conforming to the requirements of the preceding sentence, the term "BMA Index" shall mean an index determined by the City based upon the rate 4 for bonds rated in the highest short-term rating category by Moody's and Standard & Poor's, the interest income on which is excludable from gross income of the recipients thereof for federal income tax purposes,in respect of issuers most closely resembling the"high grade"component issuers selected by "BMA Index", "Bond Counsel"means McCall, Parkhurst &Horton L.L.P., or other independent counsel selected by the City whose opinions respecting the legality or validity of securities issued by or on behalf of states or political subdivisions thereof are nationally recognized. "Bond Insurer" means any insurance company insuring payment of municipal bonds and other similar obligations if such bond or obligations so insured by it are eligible for a rating by a Credit Rating Agency, at the time of the delivery of a Municipal Bond Insurance Policy, in one of its two highest rating categories. "Business Day"means any day other than a Saturday, a Sunday or a day on which the City or the city in which the payment office of the Paying Agent is located is authorized by law to remain closed and is closed, "Capital Improvements" means improvements, extensions and additions to the Airport (other than Special Facilities) that are properly chargeable to capital account by generally accepted accounting practice and includes,without limitations,equipment androlling stock so chargeable and real estate (and easements and other interests therein) on, under or over which any such improvements, extensions or additions are, or are proposed to be, located. "Capital Reserve Fund"means the"City of Corpus Christi,Texas Aviation Capital Reserve Fund", the existence of which is confirmed in Section 8(b) of this Ordinance. "Chapter 22"means Chapter 22, Texas Transportation Code. "Chapter 1371"means Chapter 1371, Texas Government Code. "Chapter 2256"means Chapter 2256, Texas Government Code. "City" and"Issuer" mean the City of Corpus Christi, Texas. "Code"means the Internal Revenue Code of 1986,as amended,any successor federal income tax taws or any regulations promulgated or rulings published pursuant thereto. "Completion Obligations"means any bonds, notes or other obligations issued or incurred by the City for the purpose of completing any Capital Improvement for which Parity Obligations have previously been issued or incurred by the City, as described in Section 12(c) of the Ordinance. "Credit Agreement" means, collectively, a loan agreement, revolving credit agreement, 5 agreement establishing aline of credit,letter of credit,reimbursement agreement,insurance contract, commitments to purchase Parity Obligations, purchase or sale agreements, interest rate swap agreements,or commitments or other contracts or agreements authorized,recognized and approved by the City as a Credit Agreement in connection with the authorization, issuance, security, or payment of Parity Obligations and on a parity therewith. "Credit Facility"means (i) a policy of insurance or a surety bond, issued by a Bond Insurer or an issuer of policies of insurance insuring the timely payment of debt service on governmental obligations,provided that a Credit Rating Agency having an outstanding rating on Parity Obligations would rate the Parity Obligations fully insured by a standard policy issued by the issuer in its highest generic rating category for such obligations; and (ii) a letter of credit or line of credit issued by any financial institution, provided that a Credit Rating Agency having an outstanding rating on the Parity Obligations would rate the Parity Obligations in its two highest generic rating categories for such obligations if the letter of credit or line of credit proposed to be issued by such financial institution secured the timely payment of the entire principal amount of the Parity Obligations and the interest thereon. "Credit Provider" means any bank, financial institution, insurance company, surety bond provider, or other institution which provides,executes,issues, or otherwise is a party to or provider of a Credit Agreement. "Credit Rating Agency" means (a) Moody's, (b) Standard &Poor's, (c) any successor to either of the foregoing by merger,consolidation or otherwise,and(d) any other nationally recognized municipal securities rating service from whom the City seeks and obtains a rating on any issue or series of Parity Obligations. "Debt" of the City payable from Net Revenues means all: (1) indebtedness incurred or assumed by the City for borrowed money (including indebtedness arising under Credit Agreements) and all other financing obligations of the City issuedor incurredfor the Airport (including,without limitation,Airport GO Debt,forwhich the Airport transfers funds to the City to make debt service payments thereon) that, in accordance with generally accepted accounting principles, are shown on the liability side of a balance sheet; and (2) all other indebtedness (other than indebtedness otherwise treated as Debt hereunder) for borrowed money or for the acquisition, construction, or improvement of property or capitalized lease obligations at the Airport that is guaranteed, directly or indirectly,in any manner by the City,or that is in effect guaranteed, directly or indirectly,by the City through an agreement, contingent or otherwise,to purchase any such indebtedness or to advance or supply funds for the payment or purchase of any such indebtedness or to purchase property or services primarily for the purpose of enabling the debtor or seller to make payment of such indebtedness,or to assure the owner of the indebtedness against loss, 6 or to supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of whether or not such property is delivered or such services are rendered), or otherwise. For the purpose of determining the "Debt"payable from the Net Revenues, there shall be excluded any particular Debt if, upon or prior to the Maturity thereof, there shall have been deposited with the proper depository (a) in trust the necessary funds (or investments that will provide sufficient funds,if permitted by the instrument creating such Debt) for the payment,redemption,or satisfaction of such Debt or (b) evidence of such Debt deposited for cancellation; and thereafter it shall not be considered Debt. Except as may be otherwise provided above, no item shall be considered Debt unless such item constitutes indebtedness under generally accepted accounting principles appliedon a basis consistent with the financial statements of the City in prior Fiscal Years. "Debt Service Fund" means the "City of Corpus Christi, Texas General Airport Revenue Parity Obligations Debt Service Fund" established pursuant to Section 6 of the Ordinance. "Debt Service Reserve Fund" means the "City of Corpus Christi, Texas General Airport Revenue Parity Obligations Debt Service Reserve Fund" established pursuant to Section 7 of the Ordinance. "Designated Financial Officer" means the City Manager, the Director of Finance, or such other financial or accounting official of the City so designated by the governing body of the City. "Eligible Investments" means (i) those investments in which the City is now or hereafter authorized by law,including,but not limited to, Chapter 2256, to purchase, sell and invest its funds and funds under its control and (ii) any other investments not specifically authorized by Chapter 2256 but which may be designated by the terms of a Supplement as Eligible Investments under authority granted by Chapter 1371. "Federal Payments"means those funds received by the Airport from the federal government or any agency thereof as payments for the use of any facilities or services of the Airport. "Fiscal Year"means the successive twelve-month period designated by the City as its fiscal year of the City, which currently ends on July 31 of each calendar year. "Fund" means any fund created, established and maintained under the terms of the Ordinance and any Supplement. "Funded Debt" of the Airport means all Parity Obligations (and, for purposes of Section 12(d) of the Ordinance,all Subordinated Debt) created or assumed by the City andpayable from Net Revenues that mature by their terms (in the absence of the exercise of any earlier right of demand), or that are renewable at the option of the City to a date, more than one year after the original creation or assumption of such Debt by the City. 7 "Gross Revenues" means the revenues, receipts and funds now or hereafter derived by the City from the operation, leasing or sale of the Airport, as determined in accordance with generally accepted accounting principles applicable to the City as in effect from time to time, including, without limitation, (a) all income, receipts and moneys derived from the rates, rentals, fees and charges fixed,imposed and collected by the City for the use and services of the Airport or otherwise derived from or arising through the ownership,use,operation and management of the Airport by the City or derived from the rental by the City of all or any part of the Airport, or derived by the City from the sale or rental by the City of any commodities or goods in connection with the Airport, including specifically, but not by way of limitation, ground rental or other payments related to the use of the Airport paid by the lessees of either Industrial Properties or Special Facilities Properties, (b) proceeds of insurance or condemnation awards with respect to the Airport, to the extent the same may be applied to the payment of Operating Expenses or to the payment of principal of, premium,if any, and interest on the Parity Obligations, (c) grants, gifts and subsidies, to the extent the same may be applied to the payment of Operating Expenses or to the payment of the principal of, premium, if any, and interest on the Parity Obligations, (d) passenger facility charges or other similar charges to the extent permitted by law, to the extent the same may be applied to the payment Of Operating Expenses or to the payment of principal of, premium,if any, and interest on the Parity Obligations or other payments related to the use of the Airport, (e) the interest earnings from the Airport Fund, the Debt Service Fund, the Debt Service Reserve Fund and the Operating Reserve Fund, and (f) transfers to the Airport Fund from the general fund of the City for Airport purposes; provided, however, that for the purpose of the definition of the term"Net Revenues", the term"Gross Revenues" shall not include (i) proceeds from the sale of the Airport or any part thereof, (ii) insurance or condemnation awards with respect to the Airport (except the proceeds of business interruption insurance), (iii) grants,gifts and subsidies (other than those described in (c) above),the use of which is limited by the grantor or donor to the construction or acquisition of Airport facilities, (iv) the interest earnings from any of the Debt Service Fund, the Debt Service Reserve Fund, the Operating Reserve Fund or the Subordinated Debt Fund(except to the extent that such earnings are deposited into the Airport Fund), (v) amounts credited to the Capital Reserve Fund or to a Rebate Fund, (vi) a termination payment paid in connection with the termination or unwinding of a Credit Agreement, (vii) sales and other taxes collected by the City on behalf of the State of Texas and any other taxing entities, or (viii) proceeds of any Parity Obligations or Subordinated Debt. "Holder"or "Bondholder"or "owner" means the registered owner of any Parity Obligation registered as to ownership and the holder of any Parity Obligation payable to bearer,or as otherwise provided for in a Supplement. "Industrial Properties"means (a) the real and personal properties situated at and around the Airport which are owned by the City and (i) leased to industrial or commercial tenants engaged in activities which are unrelated to the City's public airport operations,or (ii) held by the City for future industrial and commercial development and (b) any other real or personal property now owned or hereafter acquired by the City which is unrelated to the City's public airport operations. "Maturity"when usedwith respect to any Debt means the date on which the principal of such 8 Debt or any installment thereof becomes due and payable as therein provided,whether at the Stated Maturity thereof or by declaration of acceleration, call for redemption, or otherwise. "Minimum Capital Reserve"means$250,000. "Moody's"means Moody's Investors Service, Inc. "Net Revenues"means,for the period in question,Gross Revenues less Operating Expenses. "Operating and Maintenance Expenses"or"Operating Expenses"means all reasonable and necessary current expenses of the City, paid or accrued as determined in accordance with generally accepted accounting principles applicable to the City as in effect from time to time, of operating, maintaining andrepairing the Airport including,without limitation,those reasonably allocated City overhead expenses relating to the administration, operation and maintenance of the Airport; insurance and fidelity bond premiums;payments to pension and other funds and to any self-insurance fund; any general and excise taxes or other governmental charges imposed by entities other than the City; any required rebate of any portion of interest income to the federal government which is payable from Gross Revenues or the Airport Fund (other than any amounts deposited to a Rebate Fund or otherwise subject to payment to the United States of America as rebate pursuant to Section 148 of the Code); costs of contractual and professional services, labor, materials and supplies for current operations, including the costs of such direct City services rendered to the Airport as are requested from the City by the Airport and as are reasonably necessary for the operation of the Airport; costs of issuance of Debt for the airport (except to the extent paid from the proceeds thereof); fiduciary costs, costs of collecting and refunding Gross Revenues; utility costs; any lawful refunds of any Gross Revenues; and all other administrative, general and commercial expenses,but excluding: (1) any allowances for depreciation; (2) costs of capital improvements; (3) reserves for major capital improvements,Airport operations,maintenance or repair; (4) any allowances for redemption of, or payment of interest or premium on, Debt; (5) any liabilities incurred in acquiring or improving properties of the Airport; (6) expenses of lessees under Special Facilities Leases and operation and maintenance expenses pertaining to Special Facilities to the extent that they are required to be paid by such lessees pursuant to the terms of the Special Facilities Leases; (7) liabilities based upon the City's negligence or other ground not based on contract; and (8) to the extent Federal Payments may not be included as Gross Revenues, an amount of expenses that would otherwise constitute Operation and Maintenance Expenses for such period equal to the Federal Payments for such period. "Operating Reserve Fund' means the "City of Corpus Christi, Texas Airport Operating Reserve Fund" established pursuant to Section 8 of this Ordinance. 9 "Opinion of Counsel"means a written opinion of counsel which shall be acceptable to the City. "Ordinance"means this master ordinance establishing the General Airport Revenue Bond Financing Program. "Outstanding" when used with respect to Parity Obligations means, as of the date of determination, all Parity Obligations theretofore delivered under this Ordinance and any Supplement, except: (1) Parity Obligations theretofore cancelled and delivered to the City or delivered to the Paying Agent or the Registrar for cancellation; (2) Parity Obligations deemed paid pursuant to the defeasance provisions as set forth in any Supplement; (3) Parity Obligations upon transfer of or in exchange for and in lieu of which other Parity Obligations have been authenticated and delivered pursuant to the Ordinance and any Supplement; and (4) Parity Obligations under which the obligations of the City have been released, discharged, or extinguished in accordance with the terms thereof; provided, that, unless the same is acquired for purposes of cancellation,Parity Obligations owned by the City shall be deemed to be Outstanding as though it was owned by any other owner. "Outstanding Principal Amount"means,with respect to all Parity Obligations or to a series of Parity Obligations,the outstanding and unpaid principal amount of such Parity Obligations paying interest on a current basis and the outstanding and unpaid principal and compounded interest on such Parity Obligations paying accrued, accreted,or compounded interest only at maturity as of any "Record Date" established by a Registrar in a Supplement or in connection with a proposed amendment of the Ordinance. For purposes of this definition,payment obligations of the City under the terms of a Credit Agreement that is treated as a Parity Obligation shall be treated as outstanding and unpaid principal. "Parity Obligations" means all Debt of the City which may be issued, incurred or assumed in accordance with the terms of the Ordinance and a Supplement,and secured by a first lien on and pledge of the Net Revenues. "Paying Agent"means each entity designated in a Supplement as the place of payment of a series or issue of Parity Obligations. "Person" means any natural person, firm, partnership, association, corporation, or public 10 body. 'Rebate Fund" means a Fund created pursuant to a Supplemental Ordinance for purposes of making any payment to the United States in accordance with section 148 of the Code. "Registrar"means each entity designated in a Supplement as the registrar of a series or issue of Parity Obligations. "Required Reserve Amount" means an amount equal to the lesser of (a) 125% of the average Annual Debt Service Requirements of the Parity Obligations then Outstanding, (b) 100% of the Annual Debt Service Requirements of the Parity Obligations to be Outstanding in the Fiscal Year during which such Annual Debt Service Requirements are scheduled to be the greatest, or (c) 10% of the stated principal amount of the Parity Obligations, to the extent such Parity Obligations are to he secured by the Debt Service Reserve Fund in accordance with the terms and provisions of Section 7 of the Ordinance and any Supplement. "Reserve Fund Obligations" means cash, Eligible Investments, any Credit Facility, or any combination of the foregoing. "Special Facilities" and "Special Facilities Properties" mean structures, hangars, aircraft overhaul,maintenance or repair shops,heliports,hotels,storage facilities,garages,inflight kitchens, training facilities and any and all other facilities and appurtenances being a part of or related to the Airport the cost of the construction or other acquisitions of which is financed with the proceeds of Special Facilities Debt. Upon the retirement of Special Facilities Debt, the City may declare such facilities financed with such Special Facilities Debt to be within the meaning of "Airport," as hereinabove defined. "Special Facilities Debt" means those bonds, notes or other obligations from time to time hereafter issued or incurred by or on behalf of the City pursuant to Section 12(e) of this Ordinance. "Special Facilities Lease"means any lease or agreement,howsoever denominated,pursuant to which a Special Facility is leased by or on behalf of the City to the lessee in consideration for which the lessee agrees to pay (i) all debt service on the Special Facilities Debt issued to finance the Special Facility (which payments are pledged to secure the Special Facilities Debt) and (ii) the operation and maintenance expenses of the Special Facility. "Standard&Poor's means Standard &Poor's Rating Services, a division of The McGraw- Hill Companies. "Stated.Maturity"means, when used with respect to any Debt or any installment of interest thereon,any date specified in the instrument evidencing or authorizing such Debt or such installment of interest as a fixed date on which the principal of such Debt or any installment thereof or the fixed date on which such installment of interest is due and payable. 11 "Subordinated Debt" means any Debt which expressly provides that all payments thereon shall be subordinated to the timely payment of all Parity Obligations then Outstanding or subsequently issued. "Subordinated Debt Fund" means the "City of Corpus Christi, Texas General Airport Revenue Subordinated Debt Fund" established pursuant to Section 9 of this Ordinance. "Supplement" or "Supplemental Ordinance" mean an ordinance supplemental to, and authorized and executed pursuant to the terms of, the Ordinance. "Tax-Exempt Debt" means Debt interest on which is excludable from the gross income of the Holder for federal income tax purposes under section 103 of the Code. "Term of Issue"means with respect to any Balloon Debt,a period of time equal to the greater of (i) the period of time commencing on the date of issuance of such Balloon Debt and ending on the final maturity date of such Balloon Debt or (ii) twenty-five years. "Value of Investment Securities" and words of like import means the amortized value thereof;provided,however, that all United States of America,United States Treasury Obligations— State and Local Government Series shall be valued at par and those obligations which are redeemable at the option of the holder shall be valued at the price at which such obligations are then redeemable. The computations made under this paragraph shall include accrued interest on the investment securities paid as apart of the purchase price thereof and not collected. For the purposes of this definition"amortized value",when used with respect to a security purchased at par,means the purchase price of such security. "Variable Rate Obligations"means Parity Obligations that bear interest at a rate per annum which is subject to adjustment so that the actual rate of interest is not ascertainable at the time such Parity Obligations are issued;provided,however, that upon the conversion of the rate of interest on a Variable Rate Obligation to a fixed rate of interest (whether or not the interest rate thereon is subject to conversion back to a variable rate of interest),such Parity Obligation shall not be treated as a "Variable Rate Obligation" for so long as such Parity Obligation bears interest at a fixed rate. 12 THE STATE OF TEXAS COUNTIES OF NUECES AND SAN PATRICIO CITY OF CORPUS CHRISTI I, the undersigned, City Secretary of the City of Corpus Christi,Texas,do hereby certify that the above and foregoing is a true, full and correct copy of an Ordinance passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 22nd day of August,2000, authorizing the establishment of the general airport revenue financing system,which ordinance is duly of record in the minutes of said City Council, and said meeting was open to the public, and public notice of the time,place and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code. EXECUTED UNDER MY HAND AND SEAL of said City, this the 22nd day of August, 2000. City Secretary, City of Corpus Christi, Texas (SEAL) Corpus Chri,, ' i, Texas I P I Day of 4 , 2000 TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings: I/we, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, Respectfully, Samuel L. 146A, Jr., Mayor City of Corpus Christi Council Members The above ordinance was passed by the following vote: Samuel L. Neal, Jr. (6, Javier D. Colmenero L� Melody Cooper Henry Garrett Dr. Arnold Gonzales Rex A. Kinnison Betty Jean Longoria lk John Longoria Mark Scott flA 0211. 63 Exhibit L Form of Activity Report 70 Revised 0811212024 CCIA Exhibit L CORPUS CHRISTI INTERNATIONAL AIRPORT AIRLINE: ACTIVITY FOR: (Month/Year) AIRCRAFT TYPE AIRCRAFT WEIGHT ACTUAL NUMBER TOTAL LANDING FEE DIVERSIONS TOTAL LANDING WEIGHT SIGNATORY RATE OF LANDINGS DUE A-321 164,243 - $ X.XX $ X.XX 737-MAX-8 151,500 - $ X.XX $ X.XX 737-900 146,300 - $ X.XX $ X.XX 737-800 146,300 - $ X.XX $ X.XX A-320 134,482 - $ X.XX $ X.XX A-319 134,481 - $ X.XX $ X.XX 737-700 129,200 - $ X.XX $ X.XX 737-300 115,000 - $ X.XX $ X.XX CRJ-900 75,100 - $ X.XX $ X.XX EMB-175 74,957 - $ X.XX $ X.XX EMB-175 74,950 - $ X.XX $ X.XX CRJ-900 73,500 - $ X.XX $ X.XX EMB-170 72,311 - $ X.XX $ X.XX EMB-170 72,310 - $ X.XX $ X.XX CRJ-700 67,000 - $ X.XX $ X.XX CRJ-200 47,000 - $ X.XX $ X.XX EMB-145 43,650 - $ X.XX $ X.XX EMB-140 41,226 - $ X.XX $ X.XX EMB-135 40,786 - $ X.XX $ X.XX 1900-B 16,100 - $ X.XX $ X.XX 1900-C 16,100 - $ X.XX $ X.XX SA-227-AT 15,500 - $ X.XX $ X.XX SA-227-AC 14,000 - $ X.XX $ X.XX B-99-C 11,300 - $ X.XX $ X.XX CE-208-B 8,500 - $ X.XX $ X.XX $ X.XX $ X.XX $ X.XX $ X.XX - $ X.XX $ X.XX - $ X.XX $ X.XX TOTALS 0 0 - $ - LANDING FEE Total Landing Weight: - $ X.XX $ X.XX RON FEE Remain Overnight Parking: $ X.XX $ X.XX GATE USE FEE Gate Use: $ X.XX $ X.XX TOTAL SEATS AVAILABLE TOTAL DUE TO CRP $ X.X PASSENGERS ENPLANED DEPLANED Revenue For CCIA Office Use Only Non Revenue TOTAL PASSENGERS 0 0 CARGO ENPLANED DEPLANED Mail Freight TOTAL POUNDS 0 0 PREPARED BY: TITLE: DATE: (Due by the 10th) CCI A w Corpus Christi International Airport Signatory Airline Use and Lease Agreement Council Presentation December 3, 2024 Proposed Lease Agreement Cc!Corpus Christi International Airport • The term of this agreement is for a period of three (3) years with a mutual agreement option to renew for a period of two (2) two-year periods. l American ►Airlines • The leased premises include ticket counter and queuing, back-office operations, gate lounge area, storage room. Common area leased space include security area (TSA checkpoint) and baggage claim. • • The agreement includes a revised rate structure focused on lower operating costs to the airlines. • The Airport Board recommended approval of the lease UNITED agreements at their regular called meeting on October 30 2024. z First Floor 1 T Location Sq Ft ABM Aviation 164 , Airlines Common Use 5,938938 _American Airline 2,671 CCIA 19,867 _Concessions 742 _ Emerald City 1,372 FIS 15,263 Future Airline 5,750 —_ _Leasable Space 3,292 Public Common Use 21,700 Rental Car Agencies 2,298 _ u�Southwest Airline 3,472 _TSA 5,995 ` _United Airline 2,953 { ) Total Floor Area 91,477 {.' N EXHIBIT Prepared by: Randy Schumann ' ` COMMERCIAL AIRLINE LEASE-TERMINAL FIRST FLOOR w E �N� 1000 inlemationa)Drtve� Approved by: Kevin Smith Corpus Christi s Internotional Airport Not to Scale Sleet No.I of Date: 07109=24 3 First Floor t CP u, KEY MAP Total Square Feet: 5,938 ow N CCU EXHIBIT C Prepared by: Randy Schumann ` COMMERCIAL AIRLINE LEASE-BAGGAGE CLAIM w ` E � AL aA Approved by: Kevin Smith 1000lntemationa!Drive Corpus Christi g International Airport Not to Scale Sheet No.2 of Date: 07I09f2024 4 Second Floor - t�191YAlrE toqMMI. E i s 6r 7 - Location Scl Ft S _Airline Hold Rooms 6,529 Airlines Common Use 5,281 CCIA 15,477 _Concessions 7,369 3 _Leasable Space 390 _= Public Common Use 16,263 TSA 2,969 Total Floor Area 54,278 � fl EXHIBIT C Prepared by: Randy Schumann cCl A COMMERCIAL AIRLINE LEASE-TERMINAL SECOND FLOOR W e I�A Approved by: Kevin Smith 10001niemafional Ddve Corpus Christi S International Airport Not to Scale Sieet No.3ors Date: o�losno2a 5 Second Floor 0 01 0 ` � o r� Total Square Feet:3,214 tt ' k EXHIBIT Prepared by: Randy Schumann TSA SECURITY CHECKPOINT w E I%A iCd0lntemanbnaf Dave Approved by: Kevin Smith Corpus Christ s Intrrna[iona'.-'� Vat ro kale Sheet No.4 of 5 Date: 07109/2024 6 Second Floor i 0 0 SOUTHWEST AIRLINE F (Holdroom 4) (Holdroom2) ILI - o l� (Holdroom 1) UNITED AMERICAN AIRLINE EAGLE AIRLINE Airline Holdrooms 6 ® (Holdroom 3) (HoIdroom 5) Airline Common Use o CCIA Concessions TSA Holdroom Square Footage 1) 1,250 2) 2,293 3) 1,555 4) 817 5) 2,681 w ■ EXHIBITC Prepared by: Randy Schumann ' ■ COMMERCIAL AIRLINE LEASE-HOLDROOMS �� 10001nfemahonatDora Approved by: KevinSmilh Corpus Christi International Airport NottoSale Sheet No.5of5 Date: 07/09f2024 CrJ 117 br :'��'. •�; `� S°a!�!e`eQall:�.. eg a4 OA�.;�,ri E B !�t'. Nt 3Arm ,;,• r j Al American 2.427 Sq.Fl. Southwest 3.684 Sq_Ft. United 3.818 Sq.Ft. CC.� GROUND SERVICE D Prepared by: Randy Schumann ` VICE EQUIPMENT STORAGE w , t t.- 100 International Onve Approved by: Kevin Smith Corpus Christi s International Airport Not to Scale S,eet No.1of2 dace: o7tosr2o2a g � I I I _ I I I ry pr*Umftal Uw o7 Apron amMom I GMN Airline T 07CraR 1 CCIA 737-300,500.700,800,9DO I I A 319,320,321 CBI 200,700,900 ER)135,145,170,175W,19D,195 ! I cl. I 2 SoulawM 737 ALL I A 319.320.321 I I - CM 200,700,90D I I ER1115,I4S,170,175W,190 r.7 3 UNt4d 737-100,300,500,7O0,BB0,900 CJ /� I I 757.200,300 767-300,400 I 3A UNted CRI 200,700,900 I ER)135,145.170,175W.190,195 I 3B Linked CBI 200,700,900 ER1135,145,170,175W,190,195 SA American CRI 200,700,900 ERI 135,14S.170,175W,190,195 •.to 5B American 737-300,SOU 700.800,90D A320.321 - CR1200,700 •--•-•- ER1135.145.I7U 175W,19D,195 6 CCU �717*110,SOU 700,800,900 V� t A 319.320,321 CRI 200,700,900 EBI 135,145,170,175W,M.195 / t ls� ' EXHIBIT 0 Prepared by: Randy Schumann COMMERCIAL AIRLINE PREFERENTIAL USE OF APRON w � 1000lnfema6onalDrive Approved by; Kevin Smith Corpus Christi Date: 0710912024 5 IntcrnotionolAirport Not to Scale Sneel No.2of2 9 SC Gp � 0 AGENDA MEMORANDUM NoflPq„ptEo First Reading Ordinance for the City Council Meeting December 3, 2024 852 Second Reading Ordinance for the City Council Meeting December 10, 2024 DATE: December 3, 2024 TO: Peter Zanoni, City Manager FROM: Kevin Smith, Director of Aviation Ke v i n s4 Ca)cctexa s.co m (361) 826-1292 Josh Chronley, Assistant Director of Finance & Procurement Josh C2(a-)cctexas.com (361) 826-3169 Ordinance authorizing a five-year On-Airport Car Concession and Lease Agreement with EAN Holdings, LLC AVIS Budget Car Rental, LLC, and The Hertz Corporation CAPTION: Ordinance authorizing three concession and lease agreements with (1) EAN Holdings, LLC dba Alamo Rent a Car, Enterprise Rent-A-Car and National Car Rental; (2) AVIS Budget Car Rental, LLC dba Avis, Budget & Payless; and (3) The Hertz Corporation dba Hertz, Dollar Rent A Car and Thrifty Car Rental for on-airport rental car services, each of which has a five-year term and two one-year options, in consideration of 11% of annual gross revenues or a minimum annual guarantee, whichever is greater. SUMMARY: This item is to approve three concession and lease agreements for rental car concessions at the Corpus Christi International Airport (CCIA). The three family brands provide rental car services to the passengers and the public by providing a convenient option for travelers needing ground transportation. The public operations counters lease space is located inside the Airport Terminal near the baggage claim area. CCIA also provides lease space for parking ready/return vehicles, maintenance work bays, offices, fueling centers and wash bays located on airport property outside of the terminal. BACKGROUND AND FINDINGS: The current Rental Car Concession Agreements expired on September 30, 2024, and the parties have continued on a month-to-month basis until a new contract is signed. CCIA has worked with the Contracts and Procurement Department to issue a solicitation for new contracts. The Contracts and Procurement Department conducted a competitive Request for Proposal (RFP) process and received three proposals. All three proposals were screened for the minimum requirements on a pass/fail basis, and all firms passed. The technical proposals were scored based on the published evaluation criteria for a maximum of 20 points, and after review of the technical scores the pricing was evaluated. The proposer offering the highest Minimum Annual Guarantee (MAG) to CCIA received 80 points, the other responsible proposers received a proportional share of the points based on the proration of their price to the lowest price provided. Based on the outcome of the evaluation, all three proposers are being recommended for concession and lease agreements with the highest scoring proposer receiving their selection of all available lease space first, and then each subsequent firm selecting from the remaining space available in the order of their score. The total of the proposed Minimum Annual Guarantees (MAGs) increased overall from the current contracts. The newly proposed MAGs total $1,611 ,630 compared to the original MAGs in the prior agreement totaling $1,375,864, reflect an increase of $235,766 annually for CCIA. The Concession Fee will remain the same at 11%. The percentage concession fee or MAG (whichever is greater) paid by each concessionaire is based on gross revenues generated each month by their perspective operations. PROCUREMENT DETAIL: A Request for Proposal (RFP) was issued for on-airport car concession and lease agreements. The City received three proposals which were evaluated by the City's evaluation committee. The evaluation committee was comprised of three members from the Aviation Department. The RFP committee evaluated all aspects of the company's current capabilities, which accounted for 100 possible points, 20 for technical qualifications, and 80 for minimum annual guarantee. Final scores were tabulated for each firm to determine the highest-ranking firms. The City recommends award to the three firms, EAN Holdings, LLC dba Alamo Rent a Car, Enterprise Rent-A-Car and National Car Rental, AVIS Budget Car Rental, LLC dba Avis, Budget & Payless, and The Hertz Corporation dba Hertz, Dollar Rent A Car and Thrifty Car Rental. These same firms held the previous concession and lease agreements that expired in September 2024. There were no new entrants. ALTERNATIVES: An alternative would be to not enter into a defined period agreement for On-Airport Rental Car services with the car rental companies. However, this would mean a loss of service to airport customers. In addition, lost revenue generated through airport space rent, concession fees, fuel and oil sales and most critical, the collection of Customer Facility Charges (CFC) fees which support airport operational expenses and debt service obligations. FISCAL IMPACT: This is a concession agreement that will continue to provide revenue of approximately$1,611 ,630 annually for the Airport. FUNDING DETAIL: Fund: 4610 Organ ization/Activity: 35000 Department: 53 Project # (CIP Only): N/A Account: 320310 Fund: 4632 Organization/Activity: 35065 Department: 53 Project # (CIP Only): N/A Account: 342500 RECOMMENDATION: Staff recommends approval of this ordinance authorizing five-year concession and lease agreements with the car rental companies mentioned above for on airport car rental services as presented. LIST OF SUPPORTING DOCUMENTS: Evaluation Matrix Lease Agreements Ordinance Ordinance authorizing three concession and lease agreements with (1) EAN Holdings, LLC dba Alamo Rent a Car, Enterprise Rent-A-Car and National Car Rental; (2) AVIS Budget Car Rental, LLC dba Avis, Budget & Payless; and (3) The Hertz Corporation dba Hertz, Dollar Rent A Car and Thrifty Car Rental for on-airport rental car services, each of which has a five-year term and two one-year options, in consideration of 11% of annual gross revenues or a minimum annual guarantee, whichever is greater. (6 votes required) BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the City Manager or designee is authorized to execute three concession and lease agreements with (1) EAN Holdings, LLC dba Alamo Rent a Car, Enterprise Rent-A-Car and National Car Rental; (2) AVIS Budget Car Rental, LLC dba Avis, Budget & Payless; and (3) The Hertz Corporation dba Hertz, Dollar Rent A Car and Thrifty Car Rental for on-airport rental car services, each of which has a five-year term and two one-year options, in consideration of 11% of annual gross revenues or a minimum annual guarantee, whichever is greater. SECTION 2. If for any reason any section, paragraph, subdivision, clause, phrase, or word of this ordinance is held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, or word of this ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, or word of this ordinance be given full force and effect for its purpose. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary RFP 5896 On-Airport Car Concessions Agreements Sr.Buyer: Minerva Alvarado AVIS Budget Car EAN Holdings,LLC dba Enterprise Proposal Evaluation Score Rent-A-Car,Alamo Rent-A-Car The Hertz Rental,LLC Corporation and National Car Rental Parsippany,NJ San Antonio,TX Estero,FL Minimum Qualifications Required five years in business at Airports ,,( ,,,,,,; No material lavAuits during last five years `"`...... No material regulatory issues last five years I Pbs§/Faiil........ References provided for firm Minimum Qualification Pass/Fail Technical Proposal Experience in operating rental car concessions at airports 10.0 10.0 10.0 10.0 Past performance and reference checks 6.0 6.0 6.0 6.0 Financial condition 4.0 4.0 4.0 4.0 Subtotal Technical Proposal 20.0 20.0 20.0 20.0 Minimum Annual Guarantee Minimum Annual Guarantee 80.0 46.5 80.0 32.4 Subtotal Minimum Annual Guarantee 80.0 46.5 80.0 32.4 Total 66.5 100.0 52.4 ON-AIRPORT RENTAL CAR CONCESSION AND LEASE AGREEMENT STATE OF TEXAS COUNTY OF NUECES This ON-AIRPORT RENTAL CAR CONCESSION AND LEASE AGREEMENT ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipality ("CITY"), acting through its Director of Aviation ("Director"), and Avis Budget Car Rental, LLC, a limited liability corporation organized and existing underthe laws of the state of Delaware, (doing business as Avis, Budget and Payless) and authorized to do business in the state of Texas ("CONCESSIONAIRE"). WHEREAS, the CITY owns and operates the Corpus Christi International Airport located in Corpus Christi, Nueces County, Texas ("Airport"); WHEREAS, rental car services on and at the Airport are essential to the proper accommodation of passengers arriving at and departing from the Airport; and WHEREAS, the CITY desires to make the services available at the Airport and CONCESSIONAIRE is qualified to furnish and perform the necessary services pursuant to this Agreement. NOW, THEREFORE, in consideration of the foregoing and the terms, conditions, and covenants stated in this Agreement, the parties agree for themselves, their successors, and authorized assigns, as follows: Article I. TERM The term of this Agreement is five years, effective , ("Effective Date") and ending at midnight on September 30, 2029, unless sooner terminated as provided in this Agreement. Upon mutual agreement by CITY and CONCESSIONAIRE, this Agreement may be extended for two one-year option periods. Any holdover by CONCESSIONAIRE following the expiration of this Agreement may only occur if in accordance with the holdover provisions set out elsewhere in this Agreement. Article II. PRIVILEGE OF CONCESSION AND LEASE; NONEXCLUSIVE CITY hereby awards and grants to CONCESSIONAIRE, and CONCESSIONAIRE hereby accepts,the privilege, right and obligation to conduct and operate an on-Airport rental car service at the Airport ("Concession") and the lease of land and improvements located on Airport property for the sole purpose of operating the Concession ("Lease"), all during the term of this Agreement on a nonexclusive basis for the purpose of arranging rental car and related services for Airport customers where such services are furnished by CONCESSIONAIRE. For the purposes of this Agreement, "customer" means any person, including an entity, that rents a motor vehicle from a car rental company regardless of whether the person receives the vehicle on the Airport premises and includes any person receiving complimentary or discounted rentals. For purposes of this Agreement, "car" means any non-chauffeured, self-propelled motor vehicle on four wheels for passenger transportation with a maximum capacity of 15 passengers (including the driver). Self- haul (such as U-Haul'"), freight, and cargo trucks, delivery vans and trailers, and motor homes do not qualify as cars under this Agreement, and rentals of such motorvehicles are not permitted at the Airport. "Vehicle" may be used to denote "car" in the Agreement, but any interpretation of the meaning or context of use of the word "vehicle" is limited to the definition of "car" specifically provided herein. A. The concession rights and privileges granted and awarded to CONCESSIONAIRE are expressly made subject to all terms, conditions, and covenants of this Agreement. CONCESSIONAIRE specifically acknowledges and understands that City intends to grant rental car concessions to other persons.The award of concession rights and privileges to such other concessionaires shall not constitute a violation of this Agreement nor, in the event of the cessation or termination of such other rental car concessions during the Term hereof, shall the award of concession rights and privileges, and the lease of necessary land and improvements, to a substitute or successor concessionaire constitute a violation of this Agreement. B. As a nonexclusive Concession, CITY has the right to deal and perfect agreements or arrangements with any other person, firm, or company to engage in similar activities; provided, however, that no such other on-Airport rental car concession agreement or arrangement may contain terms, conditions, or covenants more favorable to any other rental car concessionaire than those granted to CONCESSIONAIRE in this Agreement (excluding differences related to the number of allocated Terminal counter/office space, Terminal parking spaces, the location of the concession area, and the location of service/maintenance facilities, all of which are determined bythe minimum annual guarantee provisions under this Agreement), including as to any rents, fees, or guarantees provided for in this Agreement. In the event that any agreement granted by the CITY to any other on-airport rental car concessionaire may be deemed to contain terms, conditions, or covenants more favorable to such other concessionaire than the terms, conditions, and covenants in this Agreement,then, the CITY may, at its sole discretion, amend this Agreement to include terms, conditions, and covenants that are comparable to that of the other on-airport rental car concessionaire. Article III. LEASED PREMISES A. In accordance with this Agreement, CITY leases to CONCESSIONAIRE sufficient space to conduct its Concession operations within the Airport terminal building located at 1000 International Drive in Corpus Christi and at a separate quick turnaround area ("QTA"), also on 2 Airport property and located at 474 Pinson Drive, in Corpus Christi, both locations as further described in this Agreement and depicted on Exhibit "A," and Exhibits "B" and "C" (which includes terminal counter, office, queuing, and hallway space as well as ready/return parking lot spaces) and Exhibits "D," "E," and "F" (QTA facility area; QTA office and maintenance location, fueling stations, car wash bays, and support/storage areas; and QTA queuing lanes, employee parking, and temporary storage vehicle parking), all exhibits being attached to this Agreement and the content of each exhibit being incorporated by reference into this Agreement as if set out fully here in its entirety. Collectively, the two separate locations (terminal and QTA), each of which contains common use areas and exclusive use areas for the operation of CONCESSIONAIRE'S Concession, may be referred to in this Agreement as the "Leased Premises". B. The Leased Premises, as noted, consists of both common use areas and exclusive use areas. Common use areas are defined to include all land, buildings, walkways, landscaping, and other improvements leased within as well as outside of the Airport terminal building and within the boundaries of the QTA, as applicable, that are not otherwise exclusively leased by CONCESSIONAIRE and are available for shared use by CONCESSIONAIRE as well as by any other rental car concession operator who has executed a similar concession and lease agreement with CITY, as such land and facilities are further delineated in this Agreement and Exhibits B, C, D, E and F and which areas are subject to modification or adjustment in size or availability for use from time to time by the Director as may be necessary for the efficient operation of the Airport terminal building and the QTA. Ready/return parking lot spaces, as further delineated in this Agreement and the exhibits, are deemed common use areas that are preferentially assigned bythe Director and subjectto reallocation and reassignment duringthe term of this Agreement, as such reallocation and reassignment are further described elsewhere in this Agreement. Exclusive use areas are defined to include all allocated counter, office, service/maintenance space, and queuing lane space designated and leased only to CONCESSIONAIRE, as further delineated in this Agreement and the exhibits, and which may be subject, under specified terms and conditions set out elsewhere in this Agreement, to removal from exclusive use and reallocation of the space at one or more times during the term of this Agreement. C. Terminal Space— Inside. Common use areas and exclusive use areas in the Airport terminal building and adjacent parking lot area leased to CONCESSIONAIRE as follows: 1. Allocation of Counter/Office Spaces; Location. Counter/office spaces will be allocated by the CITY on or about the Effective Date, based upon the initial minimum annual guarantee ("MAG") amount submitted by CONCESSIONAIRE, in response to the City's request for proposals for award of an on-Airport rental car concession ("RFP"), as measured against the MAG amounts submitted by all rental car concession operators. (A copy of the RFP and CONCESSIONAIRE'S submitted response to the RFP are both incorporated by reference into this Agreement as if set out here in their entireties.) The rental car concession operator who submitted the highest MAG will choose their preferred counter location first; the operator who submitted the second highest MAG will choose 3 their preferred counter location next from the remaining available locations; and selections of the remaining counter locations will continue in the same manner and descending MAG order until all rental car concession operators have selected a location. If CONCESSIONAIRE, immediately prior to the execution of this Agreement, was a current rental car concession operator at the Airport, CONCESSIONAIRE may elect to, upon its turn in order of MAG priority and subject to such space remaining available, retain its existing counter location. The foregoing notwithstanding, consideration may be given by the CITY, in its sole discretion, to determine the location of CONCESSIONAIRE'S counter space to minimize relocation costs and to balance the utilization of the counter spaces. The counter location selected by CONCESSIONAIRE includes the companion adjacent office and customer queuing area. CONCESSIONAIRE'S counter, office and queuing space are shown in Exhibit B. 2. Designation of Counter, Office, Queuing, and Hallway Spaces. CONCESSIONAIRE'S assigned terminal counter, office and queuing spaces are deemed exclusive use areas.The hallway space for ingress and egress adjoining CONCESSIONAIRE'S office space (as well as adjoining all other rental car concession operators' office spaces) is deemed a common use area. 3. Rent for Counter and Office Spaces. CONCESSIONAIRE shall pay to CITY,without notice or demand, for the right and privilege of doing business at the Airport via occupancy of counter and office spaces, use of the common hallway, and use of the assigned queuing space (collectively, the "Terminal Counter/Office Space") an annual terminal rental rate per square foot equalto 100%of the applicable annual signatory airline square footage rate multiplied bythe total squarefootage shown in Exhibit Bforterminalcounter/office space# occupied by CONCESSIONAIRE, such area totaling approximately 604.5 square feet,to be paid in equal monthly installments. The Terminal Counter/Office Space rent is due on or before the 1 st day of each month beginning on the Effective Date. The annual terminal rental rate per square foot is subject to adjustment during the term of this Agreement whenever the terminal rental rate charged to the signatory airlines is increased. Should the signatory airlines' terminal rental rate be increased, CITY shall provide CONCESSIONAIRE with at least 30 days advance written notice of any change in the Terminal Counter/Office Space rental rate; CONCESSIONAIRE shall be obligated to pay the new Terminal Counter/Office Space rental rate on and after the effective date of the change; and the annual amount due (and pro rata monthly amount due)will be modified accordingly. D. Terminal Space — Outside. Common use areas and exclusive use areas in the Airport terminal's adjacent ready/return parking lot area are leased to CONCESSIONAIRE as follows: 1. Allocation of Terminal Ready/Return Parking Spaces; Location. An initial allocation of terminal parking spaces in the adjacent ready/return parking lotwill be made bythe CITY on or about the Effective Date, based upon the initial MAG amount submitted by CONCESSIONAIRE, in response to the City's RFP, as a percentage of all MAGs and that percentage multiplied by the total available ready/return spaces. CONCESSIONAIRE will 4 be allocated not less than 10 ready/return spaces.The location of the Ready/Return spaces for each successful Bidder will be determined by the Airport Director or his designee, in the Director's sole discretion. The foregoing notwithstanding, consideration may be given by the Director, in his sole discretion, to determine the location of CONCESSIONAIRE'S parking spaces to minimize relocation costs for the Airport and to balance the utilization of all parking spaces. Collectively, all allocated terminal ready/return parking spaces of CONCESSIONAIRE (including front end spaces) may be referred to as the "Parking Spaces." The initial allocation of Parking Spaces is and will remain effective until the next allocation date or the end of the term of this Agreement if there is not a subsequent allocation date. Exhibit C depicts the terminal ready/return parking lot and its boundaries. Following the initial allocation process, CONCESSIONAIRE will be provided with a separate, supplementary assignment list depicting CONCESSIONAIRE'S initial allocation of Parking Spaces, such list then being incorporated by reference and forming part of Exhibit C as if such list were set out here in this Agreement. 2. Designation of Terminal Ready Return Parking Lot and Assigned Parking Spaces. The ingress and egress areas of the terminal parking lot are deemed common use spaces. The initial allocated, selected, and assigned Parking Spaces of CONCESSIONAIRE are deemed exclusive use areas while assigned to CONCESSIONAIRE. 3. Rental for Parking Spaces:Sales Tax. CONCESSIONAIRE shall pay to CITY,without notice or demand, for the right and privilege of doing business at the Airport via occupancy of the Parking Spaces a monthly rental rate of $30.00 per individual parking space multiplied by the total number of spaces occupied by CONCESSIONAIRE. The monthly rental rate is subject to change annually during the terms of the agreement up to $1.00 per individual parking space per year. The Parking Spaces rent is due on or before the 1 st day of each month beginning on the Effective Date. The Parking Spaces rental rate is based on the average cost of providing vehicular parking areas for tenants and passengers using the Airport, and such Parking Spaces rental rate is subject to change annually during the term of this Agreement, effective on and after the yearly anniversary date of this Agreement, upon advance written notice to CONCESSIONAIRE. CONCESSIONAIRE shall be obligated to pay the new Parking Spaces rental rate beginning on the date shown in the notice; and the subsequent monthly amount due from CONCESSIONAIRE will be modified accordingly. CONCESSIONAIRE shall, in addition to paying rent on the Parking Spaces, also pay any applicable sales tax due for the Parking Spaces allocated to CONCESSIONAIRE. 4. Reallocation of Parking Spaces. At the end of the second anniversary of the effective date of this Agreement, the Parking Spaces assigned by initial allocation to CONCESSIONAIRE may,in the sole discretion of the CITY, be reallocated in the event that at least one individual rental car concession operator has up to 10% variance in market share for the immediate previous 12-month measurement period of the Agreement. "Market share," for the purposes of this Agreement, means the amount, expressed as a percentage, equal to the quotient of (i) CONCESSIONAIRE'S Gross Revenues (as such term is defined in this Agreement)duringthe immediately preceding 12-month period divided by(ii)the sum of the 5 Gross Revenues of CONCESSIONAIRE and all other rental car concession operators during such 12-month period. The City shall endeavor to retain the reallocated parking spaces in the same general area as the previously allocated parking spaces, considering the requirement for all rental car concession operators to retain a certain number of front-end parking spaces. In the event of a reallocation of terminal ready/return parking spaces, CONCESSIONAIRE shall be provided with an updated list of Parking Spaces, such list then replacing the previous list, being incorporated by reference without need of a formal amendment to this Agreement and forming part of Exhibit C as if such list were originally set out here in this Agreement. 5. Ready/Return Parking Lot SiLsnage. In the event CONCESSIONAIRE desires to add a company logo or other identifier on the parking space identification signage for any of CONCESSIONAIRE'S Parking Spaces, CONCESSIONAIRE shall provide the CITY the finished signage faceplate complete with logo/identifier and space number (with the City providing the sign pole), such signage markings being subject to the final approval of the Director. The CITY shall be responsible for acquiring and installing all other signage in the terminal ready/return parking lot. The CONCESSIONAIRE shall be responsible for the cost of the branded sign logo/identifier to be installed on the City owned sign. E. Quick Turnaround Area Facility. Common use areas and exclusive use areas in the Airport QTA facility are leased to CONCESSIONAIRE as follows: 1. Allocation of QTA Facilities: Location. The allocation of QTA facility space to include office and service/maintenance space; queuing lanes; fuel positions; car wash bays; and support/storage areas(collectively, "QTASpace"),will be made by the CITY on or about the Effective Date, based upon the initial MAG amount submitted CONCESSIONAIRE, in response to the City's RFP, as measured against the MAG amounts submitted by all rental car concession operators. The rental car concession operator who submitted the highest MAG will choose their preferred QTA Space location first; the operator who submitted the second highest MAG will choose their preferred location next from the remaining available locations; and selections of the remaining locations will continue in the same manner and descending MAG order until all rental car concession operators have selected a location. If CONCESSIONAIRE, immediately prior to the execution of this Agreement,was a current rental car concession operator at the Airport, CONCESSIONAIRE may elect to, upon its turn in order of MAG priority and subject to such space remaining available, retain its existing QTA Space location. The foregoing notwithstanding, consideration may be given by the CITY, in its sole discretion, to determine the location of CONCESSIONAIRE'S QTA Space to minimize relocation costs and to balance the utilization of all QTA locations. Exhibit D depicts the entire QTA facility location and its boundaries. CONCESSIONAIRE'S specific allocated QTA Space at the facility is as shown in Exhibit D. 2. Designation of QTA Facility Space. CONCESSIONAIRE'S allocated QTA Space is deemed an exclusive use area. The walkways, sidewalks, fueling stations and lanes, the car wash bays, employee parking areas,vehicle loading lanes,temporary vehicle parking lanes, and 6 the ingress and egress to the QTA facility are deemed common use areas. The queuing lanes, as depicted in Exhibit D, are provided for daily use by CONCESSIONAIRE for parking its vehicles as rentals in the QTA. The parking lanes located on the northeast side of the QTA facility are provided for use by CONCESSIONAIRE solely for the temporary, short term storing of its vehicles for daily use at the QTA. 3. Rental for QTA Space a. CONCESSIONAIRE shall pay to CITY,without notice or demand, for the right and privilege of doing business at the Airport via occupancy of the QTA Space and use of the facilities an annual rental rate of$8.00 per square foot for the areas designated on Exhibit F as office/administration space, such area being 1,700 square feet, for a total annual amount of $13,600.00, paid in equal monthly installments of 1 133.33. b. CONCESSIONAIRE shall pay to CITY an annual rental rate of$6.30 per square foot for those areas designated on Exhibit F as shop/maintenance space, such area being 1,550 square feet, for a total annual amount of 9 765.00, paid in equal monthly installments of$813.75. c. CONCESSIONAIRE shall payto the CITY an annual rental rate of$0.50 per square foot for the CONCESSIONAIRE'S pro-rata share of the area designated on Exhibit D as the queuing lanes and parking lanes and on Exhibit E as fuel positions; car wash bays and support/storage. d. All QTA rent shall be paid by CONCESSIONAIRE on or before the 1st day of each month beginning October 1, 2024. e. The annual QTA rent is based on the amounts shown in the Airport's third-party appraisal report. Rental rates for all Airport real properties are adjusted on a five- year cycle and are based on a fair market appraisal conducted by the City. The most recent fair market appraisal was conducted in May 2023. For purposes of determining the fair market value by appraisal, the values determined by the appraiser are final. Should the QTA Space rental rate change, CITY shall provide not less than 60 days advance written notice of any change; CONCESSIONAIRE shall be obligated to pay the new annual QTA Space rental rate on and after the effective date of the change; and the annual amount due (and pro-rate monthly amount due)will be modified accordingly. Article IV. GUARANTEED CONCESSION REVENUES A. Concession Fee In exchange for the privilege of conducting and operating a Concession at the Airport, CONCESSIONAIRE shall pay to CITY, without notice or demand, an annual concession fee("Concession Fee"). The Concession Fee for the first year of the Agreement is defined to be (i) a percentage fee ("Percentage Fee") equal to 11% of CONCESSIONAIRE'S annual Gross Revenues ("Required Percentage") or (ii) the MAG amount proposed and promised by CONCESSIONAIRE pursuant to the City's RFP, whichever is greater. The first year's baseline MAG amount to be paid by CONCESSIONAIRE is 7 $471,501.00.Any concession recovery fee or recoup mentfee stated on a customer invoice and charged to the customer by CONCESSIONAIRE shall not exceed 12.36% of the total charge to the customer prior to the assessment of the concession recovery fee or recoupment fee. B. Monthly Gross Revenue Statement: Due Date. On or before the 15th day of each month, CONCESSIONAIRE shall provide CITY with its Gross Revenues Statement. A blank copy of the required form of the Gross Revenues Statement is attached to this Agreement as Exhibit G. C. Concession Fee: Remittance On or before the 25th day of each month, CONCESSIONAIRE shall remit 1/12th of the MAG or Required Percentage based on the Monthly Gross Revenue Statement. A Concession Fee payment shall be considered late if not received by the City by the 30th day of each month. D. Gross Revenues — Included. For the purposes of this Agreement, "Gross Revenues" means the total amount charged to customers by CONCESSIONAIRE whether by cash, credit or otherwise, including any separately stated fees and charges related to CONCESSIONAIRE'S rental car business as authorized by this Agreement, any activities related directly to that business, and any other business operations of CONCESSIONAIRE in the rental car areas or elsewhere attheAirport including, but not limited to,theAirport's terminal,fixed base operators' locations, the QTA, and other Airport property. Gross Revenues applies to all cars supplied by CONCESSIONAIRE to its customers at the Airport without regard to the manner in which or place at which a rental car agreement is entered into and without regard as to whether the car is owned, leased, rented or otherwise held by CONCESSIONAIRE. Revenues which may be derived from sources similar but not identical to those described in this Agreement are required to be included in Gross Revenues.All revenue is included in Gross Revenues unless specifically excluded bythis Agreement. For the avoidance of doubt, and not as a limitation on the general applicability of the foregoing definition of Gross Revenues, it is agreed and understood that Gross Revenues expressly includes, but is not limited to: 1. Time and MileaLse. Fees for the rental or leasing of vehicles pursuant to daily or time charges and/or mileage charges and fees; 2. Vehicle Registration Recovery/Recoupment Fees. Fees charged to customers for CONCESSIONAIRE'S recovery or recoupment of vehicle tax, title, and licensing or registration fees for its fleet vehicles; 3. Fuel. Fees for all fuel options collected from or charged to customers such as, but not limited to, prepayment of fuel, refueling (including charges for fuel and refueling services), and any other charges related to fuel, fuel replacement, and/or servicing and including all monies collected from and/or charged to customers in advance for fuel pursuant to a rental agreement; 8 4. Insurance. Premiums and any other fees and charges for acceptance of all types of insurance and/or insurance supplements including, but not limited to, personal accident insurance, personal effects insurance, baggage insurance, liability insurance, medical protections and coverage, and personal effects protection insurance; 5. Waivers. Fees and charges for all types of acceptance of insurance waivers or loss or damage waivers of all types such as, but not limited to, loss damage waiver, collision damage waiver, partial waivers, and windshield damage waivers; 6. Upgrades. Exchanges. and Special Fees. Fees and charges for all vehicle upgrades and exchanges and all one-way, inter-city, or special surcharges and similar fees; 7. Additional Equipment. Fees and charges for additional equipment, communications, and technology including, but not limited to, infant car seats, child restraint seats, car racks, radios, phones, navigation,Wi-Fi, satellite services, and sound systems; 8. Miscellaneous and Optional Fees/Charges. Fees and charges for all miscellaneous items and services including, but not limited to, additional drivers, drivers under a certain age, keys, cleaning of vehicles, roadside assistance, towing, and valet services; fees charged for charged for government rentals including any "Government Administrative Rate Supplement(GARS)" or similar fee; and fees charged to customers carbon offset or other environmental programs; 9. Contracted Services. Fees generated from contracted services with other Airport concessionaires, users, and tenants, and any other third parties; 10. Concession Recovery/Recoupment Fees. Fees charged to customers for CONCESSIONAIRE'S recovery or recoupment of the amount of the Concession Fee paid to the City (not to exceed the limitation amount stated elsewhere in this Agreement); 11. 0 ep rating Costs. Charges to recover any of CONCESSIONAIRE'S operating costs including, but not limited to, franchise fees and other taxes or surcharges levied on CONCESSIONAIRE'S activities, facilities, equipment, real or personal property, payroll taxes, income taxes, and taxes on frequent flyer miles paid directly to an airline; and 12. Other. Any and all other fees and charges charged to a customer and all receipts, compensation, revenue, or other consideration received or accrued to CONCESSIONAIRE, CONCESSIONAIRE'S franchisor or any other affiliated person or entity for or on account of the CONCESSIONAIRE'S rental car concession, its operations, or its fleet of vehicles, unless specifically excluded in this Agreement. C. Gross Revenues—Excluded. Unless revenues from CONCESSIONAIRE'S rental car business 9 are expressly and specifically excluded from Gross Revenues under this Agreement ("Allowable Exclusions"), such revenues must be included in Gross Revenues. CONCESSIONAIRE may expressly exclude from Gross Revenues the following Allowable Exclusions; such items being specifically excluded from Gross Revenues in this Agreement as follows: 1. Customer Facility Charge. Monies collected by CONCESSIONAIRE from CONCESSIOAIRE'S customers who rent or otherwise enter into a similar arrangement for the use of a car with CONCESSIONAIRE and who incur customer facility charges for each transaction day as mandated by and in accordance with City law("CFC") for the benefit of CITY and the Airport, as such CFC rate amount may be determined by CITY during the term of this Agreement. For the purposes of this Agreement, "transaction day" means that period a car is rented to a customer for twenty-five(25) or fewer hours for the initial or first transaction day and any portion of one or more additional twenty- four-hour period(s) for each transaction day thereafter. CFCs shall be identified on separate lines on the customer contract, before taxes, and shall be described as the "transaction fee"or"airport facility fee." While the monthly Gross Revenues statement includes a line for reporting of CFCs, such CFCs do not constitute a Gross Revenue of CONCESSIONAIRE. 2. Taxes. Monies collected from CONCESSIONAIRE'S customers for federal, State, City, or other local/municipal taxes levied on the rental transaction or the sale to the customer of ancillary products or services which are required by law to be charged to customers and remitted to a taxing authority. These taxes shall be separately stated (separate line item) and computed on the rental agreements and identified for the customer. It is agreed and understood that neither the CFC, nor the Concession Fee payable by CONCESSIONAIRE pursuant to this Agreement, nor the Airport Security Fee (below) constitute a tax. 3. Recovery of Actual Dama Lies/Loss/Co nversion. Monies received by CONCESSIONAIRE as reimbursement or compensation for actual damages to, or loss or conversion of,vehicles rented to customers at the Airport,whether paid by customer, an insurance company, or other third party. 4. Local or National Discounts. Any local or national discounts provided to customers at the time of rental, separately stated on the customer's rental agreement, and discount taken on customer's receipt upon vehicle return; provided, however,that any discount, dividend, rebate, or other reduction in charges applied retroactively (i.e., after completion of the rental transaction at the time of vehicle return), including volume discounts and other corporate business incentive programs of CONCESSIONAIRE(e.g., corporate/commercial discounts or dividends) are not an Allowable Exclusion from Gross Revenues. 5. Airport Security Fee. Monies collected from CONCESSIONAIRE'S customers for the 10 Airport Security Fee, as described previously in this Agreement. 6. Tickets/Fines/Tolls and Towing. Amounts received by CONCESSIONAIRE as payment from customers for red light tickets; parking tickets; other governmental fines and fees associated with such tickets; towing; and impounded vehicles. For clarity, any administrative fees that may be charged by CONCESSIONAIRE to its customers(related to this allowed exclusion from Gross Revenues) are expressly not permitted to be excluded. D. Gross Revenues — Prohibited Reductions.CONCESSIONAIRE is prohibited from reducing Gross Revenues by any of the following: 1. Volume Discounts and Rebates. Corporate or volume discounts or rebates, unless CONCESSIONAIRE can establish for each corporate or volume customer invoice: (a) the amount of the discount or rebate; (b) that the customer has a contractual right to the discount or rebate; and (c) that the amount CONCESSIONAIRE claims as an exclusion from Gross Revenues is attributable to rental car transactions at the Airport by that corporate or volume customer. Furthermore, even if the above criteria can be established for each corporate or volume customer invoice, Gross Revenues may not be reduced by corporate or volume discounts or rebates unless the discount or rebate: (i) is documented for each transaction day of a customer during a given month and (ii) the necessary transaction information and documentation is timely submitted with CONCESSIONAIRE'S monthly Gross Revenues report. 2. Credit for Out-of-Pocket Purchases. Credits or refunds given to CONCESSIONAIRE'S customers or deductions or credits made on rental car agreements or receipts for such things as out-of-pocket purchases of fuel, oil, or emergency services, without limitation, regardless of where such purchase is made or provided, may not be deducted from Gross Revenues. 3. Bad Debts. Any charge that CONCESSIONAIRE customarily incurs or makes for goods and services even though CONCESSIONAIRE fails, or failed, to collect such a charge may not be deducted from Gross Revenues (i.e., no chargebacks of bad debt permitted). E. Overpayment/Underpayment of Concession Fee and Other Amounts. If the aggregate Concession Fee due for anyyear of this Agreement exceeds the greater of(i)the MAG applicable to such year or(ii) a Percentage Fee equal to the Required Percentage of its Gross Revenues for such year, the overpayment shall be credited to CONCESSIONAIRE'S account as CITY may determine; provided, however, in no event shall CONCESSIONAIRE take a credit against any subsequent Concession Fee or other payment owed to CITY for any such overpayment without the prior approval of the CITY. CONCESSIONAIRE shall have no right to set off or off-set any Concession Fee or other payment owed to CITY under this Agreement against any amounts that may be payable by CITY to CONCESSIONAIRE unless such credit is issued by the CITY. If the 11 aggregate Concession Fee payments made for any year of the Agreement is less than the greater of either the (i) MAG, as may be applicable in this Agreement, or (ii) the Required Percentage of CONCESSIONAIRE'S Gross Revenues for such year, CONCESSIONAIRE shall pay the balance due to CITY within 30 days after receipt of an invoice. F. MAG Adjustment. In the event that the total number of scheduled deplaning passengers at the Airport for any month during the Term of this Agreement declines to a level lower than seventy- five percent (75%) of the number of deplaning passengers for the corresponding month of the prior Fiscal year, Airport Director may, in his sole and absolute discretion, adjust the MAG Amount until such time as scheduled deplaning airline passengers at the Airport recover to a level greater than seventy-five percent (75%) of the number of deplaning passengers for the month prior to the initial month of the adjustment. Article V. CUSTOMER FACILITY CHARGES A. Customer Facility Charge (CFC) Program. CITY instituted a CFC program in 2010 for the benefit of the Airport and City,such program being enacted pursuant to Ordinance No.028575, as it may be amended from time to time, which is codified in the Corpus Christi Code of Ordinances. CONCESSIONAIRE, upon execution of this Agreement, understands and agrees that its performance of the Concession granted pursuant to this Agreement is subject to all provisions of Ordinance No. 28575, as amended, and the failure of CONCESSIONAIRE to strictly comply with Ordinance No. 28575, as amended, shall constitute a material breach of CONCESSIONAIRE'S authorization to conduct its Concession and transact business at the Airport and shall also constitute a material breach of the Lease. B. CFC Payment Due. On or before the 20th day of each month, beginning the second month of this Agreement, CONCESSIONAIRE, without notice or demand, shall remit to CITY the total CFCs collected, or that should have been collected, on all rental cartransactions originating at the Airport duringthe preceding month.As of the effective date of this Agreement,the CFC rate amount is$5.50 per customer per transaction day. C. CFC Calculation. In accordance with Ordinance No. 28575, as amended, each April during the term of this Agreement, the Director shall recalculate the CFC to be effective October 1 st of the same year. The Director shall consider any written comments of the CONCESSIONAIRE regarding any necessary adjustment of the CFC rate amount, but the Director, with the concurrence of the City's Director of Financial Services, has the sole and final determination of the CFC rate amount. Should the CFC rate amount increase, the Director shall endeavor to provide CONCESSIONAIRE with not less than 60 days advance written notice of any change; CONCESSIONAIRE shall be obligated to charge the new CFC rate amount per customer per transaction day; and the new CFC rate amount will remain in force unless and until subsequently modified. D. CFC Fiduciary Relationship: Segregation. All CFCs collected by CONCESSIONAIRE are and 12 shall be funds held by CONCESSIONAIRE intrust for the CITY for the benefit of the Airport and recognizing the third- party beneficiary status of any holders of any debt obligations issued by the CITYforthe benefit of the Airport. CONCESSIONAIRE and its agents hold only a possessory interest in the CFCs and no equitable interest. CONCESSIONAIRE shall segregate, separately account for, and disclose all CFCs as trust funds in their financial statements and shall maintain adequate records that account for all CFCs charged (or that should have been charged) and collected (or that should have been collected). Failure by CONCESSIONAIRE to segregate the CFCs shall not alter nor eliminate their trust fund nature.The CITY shall have the right to audit the CFC records of CONCESSIONAIRE upon reasonable notice. E. CFC Annual Certified Report. CONCESSIONAIRE shall provide a detailed annual CFC report within 90 days after the close of the contract year of this Agreement-containing all information regarding CFC collections and remittances required in prior annual reports submitted to CITY, or as may be required by CITY. The CFC annual report must be in a form acceptable to the Director and CITY. Each annual report must be certified and signed by an officer of CONCESSIONAIRE attesting to the accuracy of the data and information presented in the report. If the annual CFC report reveals, after review and verification by the CITY, that the CONCESSIONAIRE has overpaid its CFCs, the amount shall be handled by issuance of a credit memo by CITY'S Department of Aviation against the next pro rata monthly CFC payment due from CONCESSIONAIRE following the statement. Failure on the part of CONCESSIONAIRE to submit this required certified annual statement by the close of business on the latest date due will result in the assessment of a late fee of$200.00 for anyfraction of a calendar month during which the statement is past due, with such late fee being cumulative in nature should such failure to submit continue beyond 30 days. F. Contingent Fee. If, in any Concession Agreement year, the projected amount collected through CFCs is expected to be insufficient to meet the applicable reserves for QTA debt and expense obligations of the City, CONCESSIONAIRE agrees to pay an additionalfee at the times and in the same manner as CFC fees are to be paid as required bythe terms of this Agreement, in an amount determined by the City in its sole discretion (after allocating the amount of the additionalfee among all concessionaires operating a rental car concession attheAirport based on their pro rata share)that shall be sufficientto provide funds in an amount at least equal to the difference between the projected CFC collections for such year and the amount necessary to meet the applicable debt and expense requirements, which additional fee shall be referred to in this Agreement as the "Contingent Fee." G. Authorized Uses of CFCs. Pursuant to ordinance adopted by the City (see Chapter 9 of the City Code), CFCs are only authorized to be used by the City for the following City-incurred expenditures: costs associated with the design, acquisition, planning, development, construction, operation, maintenance, repair, equipment, and replacement of facilities and related improvements made use of in or connected to the business of renting cars at the airport. Any or all of the CFCs collected may be pledged to the punctual payment of debt service on obligations(and any other pecuniary obligation)issued by or on behalf of the City for the benefit of the Airport for the cost of the car rental portion of facilities, parking lots, buildings, and other 13 improvements, and to create and maintain reasonable City operating and maintenance reserves as well as capital asset repair and replacement reserves. Eligible costs for the car rental facilities and related improvements include all costs,fees, and expenses associated with the City's design, acquisition, planning, development, construction, equipping, operation and maintenance, capital repair and replacement, and site improvement. Nothing herein shall be construed to make fees, costs, or expenses incurred in tenant improvements for space exclusively used by a car rental company ineligible. "Equipping," for the purposes of this section, is limited to providing necessary equipment within the common use areas and car maintenance bays of the car rental facilities. "Operation and maintenance," for the purposes of this section, does not include fees, costs, or expenses incurred for or associated with consumables, such as paper supplies, oils and lubricants, or other products used in the business of the car rental facilities. Pursuant to the Texas Constitution, CFCs, as revenue of the City, may not be expended for the benefit of any private person or entitywithout a municipal public purpose and benefit being provided for and accomplished. Article VI. OTHER CONCESSION — RELATED FEES AND CHARGES A. Airport Security Fee. As deemed necessary, the Director, in his/her sole discretion, shall hire security personnel and/or install security equipment as required by current and future FAA mandates for security of the rental car operation areas and related facilities, for which the CONCESSIONAIRE shall charge its customers $.50 per transaction day as an Airport Security Fee. This charge must be added to every car rental agreement. On or before the 20th day of each month of this Agreement, CONCESSIONAIRE, without demand or notice, shall remit the Airport Security Fees due to CITY. The Airport Security Fee rate amount is subject to change annually on October 1 st of eachyear during the term of this Agreement. B. QTA Fueling Facilities; Charges and Deposits. 1. City agrees to purchase and have delivered to the QTA regular grade unleaded fuel and standard grade vehicle oil to be utilized by CONCESSIONAIRE for use in conducting the required Concession operation. CONCESSIONAIRE agrees to purchase and use only the fuel from the fueling station at the QTAfor allvehicles used as rentalvehicles atthe Airport. Failure to purchase fuel solely from the QTA shall be considered a material default under the terms of this Agreement, unless such fuel in unavailable from CITY or CITY provides prior written consent. CITY shall make a good faith effort to obtain an acceptable grade and quality of fuel and oil at the lowest cost available and have an adequate fuel and oil supply available at all times unless the availability or supply of fuel and oil is disrupted due to reasons beyond the reasonable control of CITY. 2. CITY shall provide CONCESSIONAIRE fuel keys in a quantity sufficiently reasonable to allow CONCESSIONAIRE to fuel its vehicles without disruption, such quantity as may be determined by the Director in consultation with CONCESSIONAIRE. The fuel keys provided activate both the fuel pumps as well as the entrance and exit gates. CITY'S computerized 14 fuel management system will track fuel dispensed to CONCESSIONAIRE.Any shortages or variations of fuel and oil inventories not directly attributable to the actions of CITY will be charged to CONCESSIONAIRE based on Market Share if the variation or shortage cannot be reconciled. 3. The cost of oil and of fuel per U.S. gallon charged to CONCESSIONAIRE will be based on CITY'S contract cost per gallon(including all applicable taxes, surcharges,delivery charges, and fees, as well as eligible discounts and volume rebates obtained by CITY) plus a per gallon dispensing fee for oil and per gallon QTA fuel fee as set forth annually in the Airport Schedule of Rates & Fees. CITY shall invoice CONCESSIONAIRE monthly for the Fuel and Oil Charge at the QTA for any quantity of oil and/or fuel that was dispensed by CONCESSIONAIRE into its Concession vehicle inventory, plus any applicable variation or shortage amount. The invoice will list the total oil and fuel amounts by gallons for the preceding month, applicable taxes and destination charges, the price per gallon, and the charges due to CITY, and such invoice will be provided to CONCESSIONAIRE by the 20th day of each month. CONCESSIONAIRE shall remit payment per the invoice for all oil and fuel dispensed and associated fees on or before the 30th of each month. 4. Failure by CONCESSIONAIRE to pay one or more invoices in a timely manner may result in CITY denying access to the fuel system (by deactivating CONCESSIONAIRE'S fuel keys), in addition to all other remedies available to CITY in this Agreement, and such access to the fueling system will remain suspended until all amounts owed to CITY are paid in full. 5. A security deposit in the form of a bond, certified check, cashier's check, or other form of security acceptable to CITY equal to two months' of the average amount of fuel pumped for the previous six months (or, if six months of data is unavailable, the two months of the highest average of available fuel dispensing data for any car rental operator at the QTA)will be required prior to the activation of CONCESSIONAIRE'S fuel key access. If CONCESSIONAIRE does not provide a reasonable estimate for the purpose of establishing the security deposit requirement, the City will set the security deposit amount required at its sole discretion. City shall draw against such security depositwhen Concessionaire does not remedy payment after notice and opportunity to cure set forth above in subsection (6). Concessionaire will be required to restore the security deposit balance to the required amount within five (5)working days of written notice of draw down. 6. CONCESSIONAIRE shall use the fueling system and all associated apparatus in accordance with all safety directives and instructions. CONCESSIONAIRE shall immediately notify Airport personnel in writing, as outlined in the Operations Manual(such manual as later described in this Agreement), of any safety or hazardous conditions that may exist with regard to the fueling system, fueling stations, and associated apparatus. CITY, or its contractor, shall provide safety training regarding the fueling facility, systems, and apparatus to CONCESSIONAIRE prior to date of occupancy of the QTA by CONCESSIONAIRE. CONCESSIONAIRE is fully responsible for and shall hold CITY 15 harmless from CONCESSIONAIRE'S misuse or negligent use or operation of the fueling system and for any damages or injuries incurred as a result of such misuse or negligent use or operation. 7. City shall perform all required maintenance of CITY'S fueling system at the QTA. City shall also ensure that monthly leak detection is fully operational and in compliance with all applicable federal, State, and local laws, rules, and regulations governing the functional operation of the fueling system. Article VII. GENERAL PAYMENTAND TRANSACTION PROVISIONS A. Limitation as to Concession Recovery or Recoupment Fee. CONCESSIONAIRE shall not notate the Concession Fee payable to CITY as an "Airport Concession Fee" on customer invoices nor use any other explanation that would indicate or suggest to customers that the Airport has imposed a fee on each rental car transaction. Any concession recovery fee or recoupment fee stated on a customer invoice and charged to the customer by CONCESSIONAIRE shall not exceed 12.36% of the total charge to the customer prior to the assessment of the concession recovery fee or recoupment fee. B. Credit Transactions. CONCESSIONAIRE shall have the right to conduct all or a part of its business on a credit basis; provided, however, that the risk of such operation shall be borne solely by CONCESSIONAIRE, and CONCESSIONAIRE shall pay Concession Fees on all such credit transactions and report all sales, charges, and receipts, both cash and credit, in its monthly Gross Revenues statements to CITY. C. Transaction Data and Information Records. Upon commencement of this Agreement, CONCESSIONAIRE shall collect and retain transaction data, includingthe number of rental car transactions,date and time of each rental car transaction,the number of rental car transaction days per customer, and any other data, unit of measure, or information which is required to produce any written reports submitted to City pursuant to this Agreement and as may be reasonably determined by CITY as necessary to quantify daily transaction activities of CONCESSIONAIRE conducted orengaged in as partofthisAgreement.The data and information collected and retained by CONCESSIONAIRE shall be typical data and information utilized by the rental car industry in similar passenger airline and airport programs where a CFC is collected and remitted. The CITY may request this transaction data and information from time to time during the term of this Agreement, and CONCESSIONAIRE shall, upon CITY'S request, provide to CITY or a designated agent of CITYwithin 30 days of such request a transaction data report for CONCESSIONAIRE'S rental car activity and any other car rental-related transactions conducted during any monthly period(s) requested during the term of this Agreement, as well as any comparative historical transaction data collected during the 2016 and 2017 calendar years, if CONCESSIONAIRE was a former rental car concession operator with the City. D. Diversion Prohibited. Diversion,through direct or indirect means, of Concession Fee revenue 16 from the inclusion in Gross Revenues is prohibited. Diversion includes, but is not limited to, the occurrence or existence of the following: a shortage of rental cars at the Airport while having rental vehicles available elsewhere in the Corpus Christi metropolitan area; renting such a car to a potential customer that arrived at the Airport and not including the resulting rental car revenue in Gross Revenues; and the taking of a reservation, advertising, or suggesting to a potential customer arriving at the Airport that the customer rent a car at a location other than at the Airport regardless of the reason and not including the revenue resulting from such transaction in Gross Revenues. In addition to all other remedies available by law, CITY may terminate this Agreement upon a determination bythe Directorthatthe CONCESSIONAIRE has intentionally diverted Concession Fee revenue from Gross Revenues or failed to include the same in Gross Revenues as described in this Agreement. E. Payable When Due: Interest. All payments required to be made by CONCESSIONAIRE pursuant to this Agreement(whether related to the Concession, the Lease, or otherwise) shall be made without notice or demand from CITY on or before the date due in legal tender of the United States of America at CITY'S administrative office at the Airport, or at such other place as the CITY'S Director of Financial Services may designate in writing. Any amount payable to CITYwhich is not, or has not been, paid by CONCESSIONAIRE when due shall incur a $200 late fee per occurrence remitted by CONCESSIONAIRE. Payments due from CONCESSIONAIRE will be received by CITY only on standard business days Monday through Friday and during standard business hours 8 a.m. to 5 p.m. Payments will not be considered late if the date due falls on a weekend or CITY holiday, provided, payment is received on the next business day. Payment by CONCESSIONAIRE and acceptance by CITY of an overdue payment, a late fee, accrued interest, or any of the foregoing,shall not be construed as a waiver orforfeiture of any other rights or remedies of CITY contained elsewhere in this Agreement or as provided by law. For the purposes of this Agreement, the date payments are received by CITY shall be the U.S. Postal Service cancellation date on the envelope transmitting the payment, or the date such payment is received in the administrative office of the Airport by a CITY employee if the payment is hand delivered. F. Dispute as to Amount Due: Failure to Pay When Due. In the event of a dispute as to the amount due or to be paid by CONCESSIONAIRE of any rental, fee, or charge under this Agreement, CONCESSIONAIRE shall describethe basisforsuch dispute in writingand submit it to the CITY alongwith the required payment amount and any supporting data or information on or before the date due. The CITY shall investigate the basis of the dispute and respond in writing within 30 days. The CITY may accept without prejudice the sum tendered and, if a deficiency is determined, any late fee and/or interest due shall apply only to such deficiency amount. If CONCESSIONAIRE fails to pay any amount due, any surcharge or amount assessed in accordance with this Agreement,or any increase in a rental rate,CFC rate,or other fee or charge pursuant to this Agreement when the fee, charge, or increase is due, the Concession granted under this Agreement may be terminated at the sole discretion of the City; if so terminated, CONCESSIONAIRE shall vacate the Leased Premises following 60 days written notice from the CITY. 17 G. Accrued Fees:Subsequent Fees. CONCESSIONAIRE shall not be relieved of its obligation to pay all rents, fees, and charges due to the lapse of time, arising from CONCESSIONAIRE'S right of termination, or otherwise, which have accrued during the period in which this Agreement is in effect(including any holdover period)and which are unpaid at the time of expiration or earlier termination of this Agreement or that are accrued and unpaid upon the end of any holdover period in the Leased Premises. CONCESSIONAIRE shall also not be relieved of its obligation to pay all subsequent fees and charges which may be reasonably assessed to CONCESSIONAIRE caused by excessive wear and tear in the Leased Premises; damages caused by CONCESSIONAIRE, its employees, guests, contractors, and subcontractors while occupying the Leased Premises; and any other fees and charges which may be incident to CONCESSIONAIRE'S occupation or use of the Leased Premises. H. Performance Bond. CONCESSIONAIRE shall post with CITY a performance bond to be maintained for the term of this Agreement for an amount equal to the initial MAG amount. This financial guarantee may be in the form of a surety bond or a cashier's check made payable without recourse to the CITY of Corpus Christi. If CONCESSIONAIRE submits a bond, then the bond must be issued by a surety company acceptable to CITY, having a rating of "A" from AM BEST, MOODY'S, or STANDARD &POOR'S, and authorized to do business in the State of Texas, and the bond must be in a form and content satisfactory to the CITY. It is the responsibility of the CONCESSIONAIRE to ensure that the performance bond does not expire during the term of this Agreement and that a renewal bond is received by the CITY prior to the date of the previous bond's expiration. Expiration of the bond will result in a $300.00 penalty payable to CITY, with the same penalty amount being assessed by CITY for each successive month or fraction of a month until a new bond is received, and such surety bond expiration event may further result in the termination of this Agreement by CITY. If CONCESSIONAIRE terminates the Agreement (either voluntarily or involuntarily) before the completion of the full term, then CONCESSIONAIRE shall be responsible for a full 12 months of the MAG; further, in addition to remaining liable for any Lease payments,the CONCESSIONAIRE must pay another six months of the MAG or until CONCESSIONAIRE'S spot is filled to ensure that the CITY is made whole. I. Verification Regarding Israel. In accordance with Chapter 2270, Texas Government Code, CITY may not enter into a contract with a company for goods or services unless the contract contains a written verification from the companythat it:(i)does not boycott Israel and(ii)will not boycott Israel duringtheterm of the contract.The signatory executingthis Agreement on behalf of the CONCESSIONAIRE verifies that the company does not boycott Israel and will not boycott Israel during the term of this Agreement. Article VIII.GENERAL PAYMENT AND TRANSACTION PROVISIONS A. Financial Books and Records;Audit. CONCESSIONAIRE shall maintain a true and accurate set of books and records which, among other things, show all sales made and services performed for cash, credit, or otherwise. CITY may audit CONCESSIONAIRE'S books and records at anytime by a Certified Public Accountant("CPA") selected by the CITY. If the CPA'S 18 report discloses an error in CONCESSIONAIRE'S books and records resulting in an underpayment to CITY greater than two percent of the annual Concession Fee due, all expenses of the audit shall be paid by CONCESSIONAIRE together with any sum disclosed by the audit to the CITY. Furthermore, CONCESSIONAIRE shall pay CITY an underreporting penalty of 50% of the total amount due. Ina[[other cases, CITY shall pay the cost of the audit. The final report of the Certified Public Accountant retained by CITY is conclusive and binding upon both parties. B. Year-End CPA Statement and Opinion CONCESSIONAIRE shall employ, or contract with, an independent CPAwho shall furnish,within 90 days afterthe close of each contractyear of this Agreement, a written certification statement to CITY stating that, in their opinion, the Concession Fee paid by CONCESSIONAIRE to CITY during the preceding contract year was made in accordance with the terms of this Agreement. Such statement shall cover the dates of the immediately prior contract year of this Agreement only, not the CONCESSIONAIRE'S fiscalyear.Such statement shall also contain a list of the Gross Revenues by month, as shown on the books and records of CONCESSIONAIRE, and which were used to compute all rents, fees, and charges paid to CITY during the period covered by the statement. If the annual statement reveals, after review and verification by the CITY, that the CONCESSIONAIRE has overpaid its Concession Fee, the amount shall be handled by issuance of a credit memo by CITY'S Department of Aviation against the next prorata monthly payment due from CONCESSIONAIRE following the statement. Failure on the part of CONCESSIONAIRE to submitthis required certified annual statement bythe close of business on the latest date due will result in the assessment of a late fee of$200.00 for anyfraction of a calendar month during which the statement is past due, with such late fee being cumulative in nature should such failure to submit continue beyond 30 days. Article IX. CONCESSIONAIRE'S GENERAL RIGHTS AND OBLIGATIONS A. During the Term of this Agreement, CONCESSIONAIRE shall have, and CITY hereby gives and grants to CONCESSIONAIRE, the following additional rights: 1. The right, at CONCESSIONAIRE'S sole expense, to erect and thereafter maintain upon the Leased Premises such tenant improvements as may be required in connection with CONCESSIONAIRE'S operations pursuant to this Agreement and to install such equipment and facilities as CONCESSIONAIRE may deem necessary or desirable; provided, however, that no such Improvement shall be constructed, installed, or made by CONCESSIONAIRE without the prior written consent of CITY. Any such improvements cannot impede or interfere with access of, or obstruct the visibility of, other rental car operators at the Airport, and CONCESSIONAIRE covenants and agrees that, prior to the construction, installation, or making of any such Improvement, CONCESSIONAIRE shall submit the general plan, location, design, and character of such proposed improvement to CITY for approval, which approval by CITY. 19 2. The right, at CONCESSIONAIRE'S sole expense, to install and thereafter operate and maintain upon the Leased Premises illuminating and non-illuminating signs advertising CONCESSIONAIRE'S business on the Leased Premises, provided, however, that no such signage shall be installed by CONCESSIONAIRE without the prior written consent of CITY, which approval by CITY shall not be unreasonably withheld or delayed. 3. The right, at CONCESSIONAIRE'S sole expense, to remove within 10 calendar days following termination of this Agreement any signage and portable fixtures,furniture, and equipment that may have been installed In or upon, or placed at or in, the Leased Premises by CONCESSIONAIRE pursuant paragraphs (1) and (2) of this article. In the event CONCESSIONAIRE does not remove such items within the time specified, CONCESSIONAIRE agrees that CITY may remove such items at CONCESSIONAIRE'S expense and at no liability to CITY, and CITY may dispose of such signage, fixtures, furniture, and equipment by means of the CITY'S choosing (whether by sale, salvage, donation, or destruction) and without any recourse against the CITY for the value, if any, of the items so removed. Any expenses incurred by CITY because of removal are solely the responsibility of CONCESSIONAIRE. 4. The right, at CONCESSIONAIRE'S sole expense and in its efforts to comply with the requirements applicable to its rental car customers under the Payment Card Industry Data Security Standard, to use its own private computer network to ensure that its customers' credit card information is not compromised. B. CONCESSIONAIRE expressly covenants and agrees: 1. To furnish good, prompt, and efficient service to adequately meet all reasonable demands for rental car service at the Airport at a fair and reasonable price. 2. To keep the Leased Premises and other facilities provided to CONCESSIONAIRE in this Agreement open for business for such periods every day of the week for the period of time commencing fifteen (15) minutes prior to the first air carrier arrival and endingthirty (30) minutes after the last air carrier arrival including any delayed or diverted air carrier operations. In the event of diverted air carrier operations, the CITY shall notify CONCESSIONAIRE in advance of the need for CONCESSIONAIRE to remain open to accommodate the passengers on such diverted flight. Failure to comply with this provisions shall result in the assessment of liquidated damages of $100 for every hour or portion of hour that a counter is not open. Repeated incidences of failure to comply with this provision shall result in the assessment of liquidated damages of $200 for every hour or portion of hour that a counter is not open. 3. To ensure that CONCESSIONAIRE'S employees and personnel performing any work or services pursuant to this Agreement are neat in appearance, clean, and courteous, and 20 shall not permit its employees, representatives, agents, or contractors to conduct business in a loud, noisy, boisterous, offensive, or objectionable manner nor to solicit business in any manner whatsoever outside any space leased, allocated, or assigned to CONCESSIONAIRE. 4. To maintain, at all times and at CONCESSIONAIRE'S sole expense, all rental cars made available pursuant to this Agreement in good operative order, free from known mechanical defects, and In clean, neat, and attractive condition both Inside and outside. 5. To provide rental cars not more than three years old from the date of original manufacture when such cars are made available for rental use pursuant to the Concession granted in this Agreement. 6. To require all of CONCESSIONAIRE'S employees and personnel under its direction to parktheir personal vehicles in parking lots specifically designated as employee parking by the Director. 7. To keep, or cause to be kept, true, accurate, and complete records of business conducted pursuant to this Agreement, and CONCESSIONAIRE further covenants and agrees that CITY shall have the right, through its authorized employees, agents or representatives, to examine all pertinent records relating to Concessionaire's operations and Concession under this Agreement at all reasonable times for the purpose of determining the accuracy thereof and of the reports required to be made by it as set out in this Agreement. Such records for each contract year of this Agreement need not be retained by CONCESSIONAIRE longer than five years following the end of such Agreement year, unless CONCESSIONAIRE is aware, has been made aware, or reasonably believes that any demand, claim, loss, or litigation involving the subject matter may be contemplated or is pending. 8. To pay all expenses, as set out in this Agreement, in connection with the use of the Leased Premises occupied by it and the rights and privileges granted for the Concession including, without limitation, by reason of taxes, permit fees, license fees and assessments lawfully levied or assessed thereon, and that it will secure and maintain in force all such permits and licenses necessary to conduct lawful business operations. 9. To furnish for business use, operate, and maintain the Leased Premises provided pursuant to this Agreement and to keep the same in good order, condition, and repair, and, upon termination or earlier expiration of this Agreement, to deliver up the Leased Premises to CITY in good order, condition, and repair, reasonable wear and tear excepted. CONCESSIONAIRE further expressly agrees to make reasonable efforts, at all times, to cooperate with CITY in keeping the Leased Premises in a clean, maintained, and sanitary condition. 21 10.To ensure that any signs to be placed on or around the Parking Spaces, Leased Premises, or any other location are first approved in writing by the Director before installation and, after installation,that all such signs are kept in a good, clean, and well- maintained condition. 11 .To prohibit the staging of rental cars by its employees and personnel under its direction and will not engage In the staging of rental cars in front of the Terminal building for customer pick-up or drop-off and, if any of CONCESSIONAIRE'S cars are left in front of the Terminal building and towed away (by a company of the CITY'S choosing), to remit In full all towing, storage, and/or processing charges which may be assessed by or against the CITY. 12.To repair any damages to any interior or exterior portion of the Leased Premises directly caused by CONCESSIONAIRE'S employees, agents, representatives, contractors, subcontractors, invitees, and guests, normal wear and tear excepted, and further, that upon the failure of CONCESSIONAIRE to so repair damage for which it is deemed responsible, to reimburse CITYfor all such repairs charged back to CONCESSIONAIRE. 13.To prohibit the parking of and will not engage in the parking of CONCESSIONAIRE'S cars in parking lots on and at the Airport designated for passenger, employee, or visitor parking, regardless of if short-term, long-term, or economy facilities, in the conduct of CONCESSIONAIRE'S Concession or operations, nor use such parking lots for the storage or staging of CONCESSIONAIRE'S cars. If a rental car customer of CONCESSIONAIRE inadvertently leaves a car in a parking lot at the Airport designated for passenger, employee, or visitor parking, or If any other car of CONCESSIONAIRE is left in such a parking lot, CONCESSIONAIRE shall be required to pay all applicable parking fees to remove such cars from the parking lot. In addition to the other remedies available to CITY under this Agreement, CITY may elect to implement a rental car parking surcharge equal to triple the applicable parking lot fee, or such other fee amount solely determined by CITY, acting through its Director, as may be appropriate, to be assessed against CONCESSIONAIRE, any rental car concession operator, or any car rental company operating from an off-airport location, who repeatedly or excessively have cars located in, or otherwise use, the parking lots on the Airport designated for passenger, employee, orvisitor parking. CITY shall provide not less than 10 days written notice to CONCESSIONAIRE, or any rental car concession operator or company,who, in the determination of CITY, repeatedly or excessively uses the parking lots on the Airport that such continued use shall be subject to the rental car parking surcharge, and such CONCESSIONAIRE, rental car concession operator or company shall be obligated to remit the assessed rental car parking surcharge with the following month's Concession Fee payment to the CITY. All applicable parking fees, (including rental car parking surcharges) are subject to the general payment provisions set forth in this Agreement. 22 14.To ensure that Its employees and personnel under Its direction only wash vehicles and perform minor, daily vehicle maintenance in the service/maintenance bays at the QTA, such bays being specifically designed to capture grit, oil, and soap for proper handling and disposal and onlywash and service those cars designated to be rented in on-Airport rental car transactions for which there is a transaction record. Heavy vehicle maintenance, meaning, (i) any type of body work on a vehicle, (ii) work performed on a vehicle's drivetrain, or (iii} mechanical work of the vehicle's operating systems; (iv} any other type of service work to or on any vehicle beyond permissible minor, daily maintenance of on-Airport rental cars; and (v) any type of vehicle service or maintenance on CONCESSIONAIRE'S employees' or guests' personal motor vehicles are all strictly prohibited. 15.To conduct service and maintenance work on allowable cars at the QTAwithin the QTA's approved maintenance building area and under appropriate conditions that confine all fluid discharges to the interior of the building area. 16.To handle, store, and dispose of petroleum products, chemicals, fluids, and all other materials including, but not limited to, hazardous materials, which are owned or used by it on or in the vicinity of the Airport in accordance with all applicable federal, State, and CITY statutes, regulations, rules, and ordinances. CONCESSIONAIRE further covenants and agrees to comply with all applicable laws and permits, including the National Pollution Discharge Elimination System Permits, relating to the use, storage, generation, treatment, transportation, or disposal of hazardous or regulated substances. CONCESSIONAIRE must not use, store, treat, or dispose of any hazardous or regulated substances or waste on or near the Airport without first obtaining all required permits and approvals from all authorities having jurisdiction over CONCESSIONAIRE'S operations on or near the Airport. Should such materials be released, discharged, spilled, deposited, or escape in any way through activities of the CONCESSIONAIRE, the CONCESSIONAIRE shall be responsible for the clean-up, containment, and abatement of such waste or substance at CONCESSIONAIRE'S sole cost and expense. Should the CONCESSIONAIRE fail to do so, CITY may take any reasonable and appropriate action in the CONCESSIONAIRE'S stead, and the cost of any such remedial action by CITY shall be billed to and paid by the CONCESSIONAIRE. CONCESSIONAIRE further covenants and agrees that anyfines, penalties,orfees levied against CITY related to CONCESSIONAIRE'S action or inaction that directly or indirectly caused the Airport to fail to materially conform to all then applicable environmental laws, rules, regulations, orders, or permits shall be borne and paid by the CONCESSIONAIRE. Furthermore, CONCESSIONAIRE covenants and agrees that it shall verbally notify(a)the Director, (b)the Airport Public Safety Office, and (c) all emergency response centers and environmental or regulatory agencies, as required by law or regulation, of any such release, discharge, deposit, spill, or escape immediately upon occurrence, and to provide the Director with written confirmation of the verbal report within 72 hours.The rights and obligations set forth in this section survive termination of this Agreement. 23 17.To take all steps necessary to ensure that no waste, substance, or disposable materials are released on the ground or in the storm sewers by its employees, personnel under its direction, or any other person or entity it engages. CONCESSIONAIRE covenants and agrees to cooperate fully with the Airport in promptly responding to, reporting, and remedying, as a result of CONCESSIONAIRE'S operations, any such threat to the environment,includingtothe drainage systems,soils,groundwater, subsurface waters, or atmosphere, in accordance with applicable law or as authorized or approved by any federal, State, or local agency having authority over environmental matters. The rights and obligations set forth in this section survive termination of this Agreement. 18.To dispose of all non-hazardous trash in CONCESSIONAIRE'S own dumpsters and trash cans kept within CONCESSIONAIRE'S Leased Premises. 19.To properly dispose of or recycle ail waste oil, used automotive batteries, rags used for degreasing, hazardous materials, if any, and used tires in a timely and expedient manner so as not to accumulate such waste in quantities that would overburden housekeeping and that may trigger compliance with additional environmental, health. and safety rules or regulations and permits. CONCESSIONAIRE further covenants that it will maintain quarterly reports on the quantities of waste oil disposed of or recycled, any hazardous materials disposed of with type and volume specifically Identified, and the quantities of used tires disposed of or recycled, the method of disposal/recycling, and the name and location of the site where the disposal/recycling occurred. 20.To develop and implement a recycling program which revitalizes the resources that it uses and protects the environment. Furthermore, CONCESSIONAIRE covenants to develop and implement a training program for its employees and personnel under its control and direction which revitalizes the resources that It uses, protects the environment, and instructs CONCESSIONAIRE'S employees and personnel on proper management of waste. 21 .To abide by all applicable federal, State, and local laws, rules, and regulations and any directives issued by the Director pertaining to CONCESSIONAIRE'S use of the QTA'S fueling systems, stations, and lanes and the dispensing, storage, and handling of fuel. 22.To comply with and be subject to all applicable federal, State, and City laws, rules, and regulations pertaining to its Concession, the operation of its business at the Leased Premises, and to ensure that CONCESSIONAIRE and its employees, agents, representatives, contractors, subcontractors, and personnel under its direction at all times comply with all such laws, rules, regulations, and directives promulgated by the Directorwhile at and on the Airport and its facilities, runways,taxiways, and streets that are required or necessaryforthe safe and efficient management, operation,or use of the Airport. 24 23.To use the QTA facilities and leased QTA Space, as may be applicable, only for the fueling, vehicle stacking, vehicle temporary short-term storing, washing, cleaning, detailing, and minor maintenance of CONCESSIONAIRE'S vehicle inventory used in connection with its Concession and operations at the Airport and uses incidental and reasonably related thereto. Examples of permissible minor maintenance and servicing include such items as oil changes, tire replacement, minor brake maintenance, windshield repair, and vehicle fluid replacement. Any other maintenance beyond this general description performed at the QTA is not permitted except as expressly authorized in this Agreement or in writing by the Director. The Director, in his/her sole discretion, has the authority to allow maintenance other than what is specifically identified in this Agreement and will take into consideration the impact of any such requests on the CONCESSIONAIRE, other rental car concession operators occupying the QTA, and Airport responsibilities forthe QTA involving environmental liability, public perception, and business need. If the Director authorizes maintenance otherthan what is identified in this Agreement for one CONCESSIONAIRE, the Director will authorize such maintenance in writing to all rental car concession operators occupying the QTA. 24.To use the QTA facilities and leased QTA Space for the purposed provided in this Agreement and not for any other purpose; specifically, the QTA may not be used for (i) heavy vehicle maintenance, (ii) storage of anyvehicles used in conjunction with any off- Airport rental car concession, and (iii) storage of out-of-service and/or damaged vehicles for longer than 21 calendar days, and may not be used for sales of new or used vehicles, auctions, liquidation sales, or any other type of sale or exchange transaction. Upon written request, the Director, in his/her sole discretion, may allow an occasional extended storage period for a damaged vehicle when the Director determines that such an extension is necessary due to extenuating circumstances identified by CONCESSIONAIRE. Any such extension of temporary storage expires on the date provided by the Director. 25.To procure and keep in force any governmental licenses, certifications, or permits (other than a Certificate of Occupancy) required or necessary for the proper and lawful conduct of CONCESSIONAIRE'S business at and on the Airport. CONCESSIONAIRE shall procure and maintain such licenses,certifications,and permits at its sole cost and expense and shall submit copies of the same, upon request, for inspection by CITY. CONCESSIONAIRE shall, at all times, comply with the terms and conditions of each such license, certification, or permit. 26.To not use nor permit the Leased Premises or Airport property or facilities, or any part thereof, for any purpose other than as set forth in this Agreement, nor for any use, operation, or activity in violation of any present or future laws, rules, and regulations or which, at any time, are applicable to any public or governmental authority such as CITY. If any compliance reporting by CONCESSIONAIRE is required, CONCESSIONAIRE further covenants and agrees to make all reasonable and necessary efforts to cooperate with CITY in providing any required information. 25 27.To comply with all security directives of CITY and the Director at all times while anywhere on Airport property and shall coordinate with CITY regarding secured access to the Leased Premises for CONCESSIONAIRE. 28.To pay all other charges, fees, and taxes including, but not limited to, all payroll taxes (including Medicare, FICA,withholding, and unemployment taxes), and all other related taxes according to Internal Revenue Circular E "Employer's Tax Guide," Publication 15, as it may be amended, and give all notices and respond to all communications that are necessary and incident to the due and lawful conduct of business at and occupancy of the Leased Premises by CONCESSIONAIRE. CONCESSIONAIRE must provide proof of payment of anytaxwithin 10 days afterthe City Manager's written request for the same. Article X. CITY'S GENERAL RIGHTS AND OBLIGATIONS A. CITY reserves the right: 1. To authorize off-Airport rental car agencies to conduct business at the Airport terminal at premium rates solely by direct telephone line and the use of shuttle bus operations to such off-Airport location and to prohibit any such personnel of an off-Airport authorized rental car concession to conduct its business within the terminal building. 2. To enter the Leased Premises during the standard business hours of CONCESSIONAIRE and upon not less than two-hours advance notice via telephone or email to ascertain adherence to and compliance with any of the provisions of this Agreement. 3. To enter the Leased Premises at any time in the event of an emergency. 4. To retain third parties to operate, repair, maintain, or manage any portion of the Leased Premises including,without limitation, the QTA Facilities and the fueling system. 5. To itself, and to grant to others in the future, nonexclusive utility easements (including easements for construction, maintenance, repair, replacement, and reconstruction} over, under, through, across, or on the Leased Premises in locations that will not unreasonably interfere with CONCESSIONAIRE'S use of the same. 6. To re-bid any premises vacated pursuant to the terms of this Agreement (but not the obligation to do so. In the alternative, CITY may include any vacated premises in the reallocation of parking spaces, counter/office spaces, QTA spaces, or other facilities for the then-current on-Airport rental car concession operators, or may make any other lawful use of such vacated premises at the sole discretion of the CITY. B. CITY covenants and agrees: 26 1. To operate the Corpus Christi International Airport as a public airport during the Term of this Agreement, subject to the assurances given by CITY to the United States Government. 2. To instruct its employees and all concessionaires and vendors having contact or dealing in any way with members of the public at and on the Airport: a. To refer all requests for the services of a specific rental car concession operator to that concessionaire. b. To refer nonspecific requests for rental car services to the rental car concession area located in the Airport terminal building without favoring one concessionaire over another. 3. To limit use of the Leased Premises to rental car concession operators having an executed on-Airport rental car concession and lease agreement. 4. To not claim, assert, nor have a lien of any kind, whether it be contractual or statutory, on or against CONCESSIONAIRE'S cars for non-payment of any rent, fees, or charges due under this Agreement, nor for any default of CONCESSIONAIRE, nor for any other reason, and CITY hereby waives all such liens as may solely relate to such cars that is available to CITY. CITY recognizes that CONCESSIONAIRE'S cars may have perfected security interests and financing agreements filed against them by lending institutions. 5. To procure and keep in force all necessary licenses, certifications, and permits required to operate the QTA, includingthe fuelingfacility and wash bays, and to comply with all applicable laws, rules, and regulations regarding reporting requirements forthe QTA, including the fueling facility. 6. To keep and maintain (except where the maintenance required exceeds that associated with normal wear and tear and/or is a result of the negligence of CONCESSIONAIRE, its employees, representatives, agents, contractors, subcontractors, and invitees), and to repair the Leased Property, Including CONCESSIONAIRE'S authorized tenant improvements in its exclusive use areas with the cost of performing such repair services being included in the annual and monthly rental amounts. 7. Coordinating with CONCESSIONAIRE so that CITY can enforce secured access to the Leased Property and Airport. C. The City retains all mineral rights on the Airport property. All other rights of CITY, as a governmental entity, as the landlord, and as a party to this Agreement, that are not specified here are reserved to it. 27 Article XI. ACCEPTANCE OF PREMISES DISCLAIMER; CONDITION OF PROPERTY A. CONCESSIONAIRE ACKNOWLEDGES THAT IT IS LEASING THE PREMISES "AS IS" WITH ALL FAULTS INCLUDING, BUT NOT LIMITED TO, ANY AND ALL POLLUTANTS, ASBESTOS, UNDERGROUND STORAGE TANKS, AND ANY OTHER HAZARDOUS MATERIALS AS MAY EXIST ON THE PREMISES AND THAT NEITHER CITY NOR ANY EMPLOYEE OR AGENT OF CITY HAS MADE ANY REPRESENTATIONS OR WARRANTIES AS TO THE CONDITION OF SUCH PREMISES. CONCESSIONAIRE ACKNOWLEDGES AND AGREES THAT CONCESSIONAIRE HAS BEEN PROVIDED, TO ITS SATISFACTION, THE OPPORTUNITY TO INSPECT THE PREMISES FOR ANY DEFECTS AS TO THE SUITABILITY OF SUCH PROPERTY FOR THE PURPOSE TO WHICH CONCESSIONAIRE INTENDS TO PUT THE PREMISES AND IS RELYING ON ITS OWN INSPECTION. THIS AGREEMENT IS SUBJECT TO ALL COVENANTS, EASEMENTS, RESERVATIONS, RESTRICTIONS, AND OTHER MATTERS OF RECORD AND NOT OF RECORD APPLICABLE TO THE PREMISES. B. Except as may be expressly provided elsewhere In this Agreement,the taking of possession of the Leased Premises by CONCESSIONAIRE shall, in and of Itself, constitute acknowledgment that CITY shall not be obligated to make any tenant improvements or modifications thereto. CONCESSIONAIRE shall not be liable for any pre-existing conditions, latent defects, or damage not caused by CONCESSIONAIRE. CONCESSIONAIRE shall have no liability arising out of or in anyway relatingto the existence of any hazardous materials placed on, in, or under the Leased Premises by any person or entity other than CONCESSIONAIRE or any person or entity acting for, by, or through CONCESSIONAIRE orwith CONCESSIONAIRE'S permission or acquiescence. Article XII. UTILITIES A. CITY shall provide heat, air conditioning, and electricity in the Airport terminal building, with payment for these services being included in the monthly rental amount for the Terminal Counter/Office Space. CITY shall provide heat, air conditioning, electricity,water,wastewater, and gas in the QTA, with payment for these services being allocated to the CFC. B. All other utilities at the Leased Premises (not specified above) including, but not limited to, telephone, cable, data services, and internet (including any necessary permits) are the sole cost and responsibility of CONCESSIONAIRE. CONCESSIONAIRE shall pay all charges on or before the due date for any utilities and services it separately contracts for and obtains. Installation of any equipment to provide extraordinary heat or air conditioning is the sole responsibility of CONCESSIONAIRE and is subjectto the priorwritten approval of the Director. Any utilities or services (including any associated systems and apparatus) contracted for or installed by CONCESSIONAIRE cannot adversely affect any other rental car concession operator,Airport tenant, Airport operations of any nature, or CITY. 28 C. In cases where CITY furnishes and/or delivers natural gas, electricity,water, or wastewater to the Leased Premises, the CITY does not guarantee the continuity or sufficiency of such supply, but CITY will make reasonable efforts within CITY'S control to ensure such delivery. CITY is not liable for Interruptions or shortages or insufficiency of supply or any loss or damage of any kind or character occasioned thereby if the same is caused by accident, act of God, fire, strikes, riots, war, inability to secure a sufficient supply from the utility company furnishing CITY, or any other cause. Whenever CITY shall find it necessary for the purpose of making repairs or improvements to any utility supply system it maintains, following consultation with CONCESSIONAIRE, CITY shall have the right to suspend temporarily the delivery of natural gas, electricity, water, or wastewater. However, CITY agrees to make reasonable efforts to cause minimal disruption when possible. Article XIII.OPERATIONS MANUAL A printed compilation of rules and instructions will be developed by the Director, with input from the CONCESSIONAIRE and all other rental car concession operators, if any, occupyingthe Leased Premises, with such compilation defining and discussing the required daily operating procedures and processes necessary for conducting successful and efficient operations at the QTA including, but not limited to, the care, keeping and use of shared common areas; security and safety procedures; and dispute resolution processes ("Operations Manual").The Operations Manual is subject to written amendment by the Director throughout the Term of this Agreement. A copy of the Operations Manual will be developed and provided to CONCESSIONAIRE within 60 days of the execution of this Agreement, and the most current masterversion of the documentwill be kept on file in the Director's office. Article XIV. MAINTENANCE OF THE LEASED PREMISES A. A matrix detailing the maintenance responsibilities of both parties required by this Agreement is as set out in Exhibit "H"which exhibit is attached and incorporated into this Agreement as if its content were set out here in its entirety. B. CONCESSIONAIRE has inspected the Leased Premises prior to the execution of this Agreement and is satisfied with the physical condition of the Leased Premises, and its taking possession thereof is agreed to be conclusive evidence of its receipt of the Leased Premises in good order and repair. C. CONCESSIONAIRE agrees to faithfully and fully maintain the Leased Premises as required by and detailed in Exhibit H in good order and repair throughout the entire Term of this Agreement. CONCESSIONAIRE further agrees that, upon the expiration or earlier termination of this Agreement for any reason, CONCESSIONAIRE shall, except as may otherwise be provided in this Agreement, restore the Leased Premises to the same condition as when received, reasonable and ordinary wear and tear excepted. If the Leased Premises shall not be faithfully 29 and fully maintained by CONCESSIONAIRE in accordance with Exhibit H, CITY may enter the Leased Premises, without such entering causing or constituting a termination of this Agreement or any interference with the possession of the Leased Premises by the CONCESSIONAIRE, and do all things necessary to restore the Leased Premises to the condition required by this Agreement, charging the cost and expense to CONCESSIONAIRE. CONCESSIONAIRE shall pay to CITY all such costs and expenses so charged in addition to the rentals, fees, and charges due and provided in this Agreement. D. CONCESSIONAIRE shall not permit the accumulation of rubbish, trash, debris, or other litter in and upon the premises and shall, at its own expense, provide for the disposal of such items. CONCESSIONAIRE shall provide and use suitable receptacles for all garbage, trash, and other refuse on or in connection with the premises. Piling of boxes, cartons, barrels, or other similar items in an unsafe manner in or about the premises, or other areas of the Airport, is forbidden. Article XV. RELOCATION DUTIES AND COSTS A. Relocation Duties. As the development of the Airport's Terminal Master Plan is ongoing, existing, or additional rental car facilities may temporarily or permanently be located or relocated in another part of the Airport. In the event the rental car facilities at the Airport, or any part thereof, including CONCESSIONAIRE'S Leased Premises or any part thereof, are required to be relocated duringthe Term of this Agreement(either on an interim or permanent basis), CONCESSIONAIRE agrees, in conjunction with CITY and other rental car concession operators, to develop a transition plan to be used in making the transition from the current rental car facilities, including CONCESSIONAIRE'S Leased Premises, to one or more new areas. CITY shall use reasonable efforts to require that any transition plan for relocation not unduly and materially impact the competitive position of CONCESSIONAIRE and other rental car concession operators. Additionally, CITY may require that such transition plan provide assurances that any individual rental car concession operator not be permitted to engage in any activity or place any structures or signage on an interim or permanent basis (in conjunction with such relocation) that unreasonably impedes CONCESSIONAIRE'S business operations at the Airport. City shall have the final decision regarding placement and removal of signs and structures. CITY shall provide advance written notice to CONCESSIONAIRE regardingthe date of relocation and identifywhether all or part of CONCESSIONAIRE'S Leased Premises is subject to the relocation. CONCESSIONAIRE shall be required to confirm its concurrence of such relocation in writing within 60 days following receipt of CITY'S notice. In the event CONCESSIONAIRE does not agree to the required relocation or does not provide CITY written confirmation as specified in this section, this Agreement shall terminate, and CONCESSIONAIRE shall vacate the Leased Premises within 10 days. B. Relocation Costs. In the event rental car facilities at the Airport or any part thereof, including CONCESSIONAIRE's Leased Premises or any part thereof, are required to be relocated during the Term of this Agreement (either on an interim or permanent basis), CITY shall pay all costs associated with providing replacement facilities that are, to the extent reasonably possible 30 under the circumstances, reasonably comparable to the existing premises subject to the relocation. CONCESSIONAIRE shall be responsible for all moving expenses including, but not limited to, installation of furniture, fixtures, and equipment; transfer and reconnection of CONCESSIONAIRE-provided utilities (such as Internet, cable, etc.); and other relocation costs not associated with the physical construction of the replacement facilities. If it is necessary to relocate CONCESSIONAIRE'S Leased Premises, or any part thereof, during the last six months of the Term of this Agreement, City agrees to be responsible to pay all reasonable costs (excluding CONCESSIONAIRE'S employee costs) associated with such relocation, subject to sufficient appropriations being available for such costs. Article XVI.UNTENANTABLE PREMISES A. If the Leased Premises (either at the terminal or QTA) are partially damaged by fire or other casualty, but not rendered untenantable, CITY shall repair the premises at its own cost and expense, subject to the limitations of paragraph E of this article, provided however,that, if the damage is caused by the negligent or intentional act or omission of CONCESSIONAIRE, its employees, agents, representatives, invitees, or authorized sublessee, CONCESSIONAIRE shall be responsible for reimbursing CITY for the cost and expenses incurred in such repair. B. If the damage is so extensive as to render the premises untenantable but capable of being repaired within 60 days, the same shall be repaired by CITY at its own cost and expense, subject to the limitations of paragraph E; and the rents, fees, and charges payable by CONCESSIONAIRE shall be proportionately paid up to the time of such damage and cease until such time as the assigned premises shall be restored and again made tenantable; provided, however, that if said damage is caused by the negligent or intentional act or omission of CONCESSIONAIRE, its employees, agents, representatives, Invitees, or authorized sublessee, the Concession Fees and other rents, fees, and charges due will not abate and CONCESSIONAIRE shall be responsible for reimbursing CITY for the costs and expenses incurred in such repair. C. In the event the premises are completely destroyed by fire or other casualty or are so damaged that theywill remain untenantable for more than 60 days,the CITY shall be under no obligation to repair, replace, or reconstruct the premises, and Concession Fees and other rents, fees, and charges shall be paid up to the time of such damage and destruction and thereafter cease until the premises shall be fully restored. If within 12 months after the time of the damage or destruction the premises have not been repaired or reconstructed for CONCESSIONAIRE'S use, or other reasonable facilities provided, CONCESSIONAIRE may give CITY written notice of its intention to cancel this Agreement in its entirety as of the date of such damage or destruction. D. Notwithstanding paragraph C above, If the premises are completely destroyed as a result of the negligent or intentional acts or omissions of CONCESSIONAIRE, its employees, agents, representatives, invitees, or sublessee, Concession Fees and other rents, fees, and charges 31 payable under this Agreement shall not abate and CITY may, in its sole discretion, require CONCESSIONAIRE to reconstruct the premises and pay all costs therefore; or CITY may, in its sole discretion, reconstruct the premises and CONCESSIONAIRE shall be responsible for reimbursing CITY for the costs and expenses incurred in such reconstruction. E. It is understood that, in the application of the foregoing paragraphs A, B, and C, CITY'S obligations are limited to repair or reconstruction of the premises, where applicable, to the same extent and of equivalent quality as obtained at the commencement of this Agreement, subject to sufficient budgetary appropriations. In no event is CITY responsible for repair or replacement of CONCESSIONAIRE'S self-installed improvements, furniture, furnishings, equipment, or expendables. F. Should CONCESSIONAIRE'S improvements, furniture, furnishings, equipment, or expendables, or any part of them, be destroyed or damaged, they shall In all instances be repaired or replaced by CONCESSIONAIRE whether or not said damage or destruction is covered by insurance and provided that this Agreement has not been canceled in accordance with the terms of the Agreement. Redecoration and replacement of damaged or destroyed furniture, furnishings, equipment, and expendables is the responsibility of CONCESSIONAIRE, and any such redecoration, refurnishing, and re-equipping shall be of equal quality to such items originally installed,furnished, and used at the time of execution of this Agreement. If CONCESSIONAIRE fails to repair or replace such damaged or destroyed improvements subject to a schedule approved by CITY or fails to redecorate or replace damaged or destroyed furniture, fixtures, furnishings, equipment, and expendables, and provided this Agreement has not been canceled, CITY may make such repairs or replacements and recover from CONCESSIONAIRE the cost and expense of such repair or replacement. Article XVII. AFFILIATES; SUBLETTING AND ASSIGNMENT A. It is expressly agreed and understood that all obligations of CONCESSIONAIRE and all privileges of every kind granted to CONCESSIONAIRE in this Agreement may extend to, and be enjoyed by, any duly authorized subsidiary, affiliate, or other legally related entity of CONCESSIONAIRE, provided, however, that, notwithstanding the manner and method of operation employed by CONCESSIONAIRE in this Agreement, CONCESSIONAIRE shall continue at all times to remain directly liable to CITY for the performance of all terms, conditions, and covenants of this Agreement. B. Except as set out in this Agreement, CONCESSIONAIRE'S right to occupy the Leased Premises set out in this Agreement may not be sublet, in whole or part,without the priorwritten approval of CITY, and CONCESSIONAIRE may not assign this Agreement nor permit any transfer by operation of law or otherwise of CONCESSIONAIRE'S interest created by or held pursuant to this Agreement without the priorwritten consent of CITY'S City Council. CITY may notwithhold its approval unreasonably. 32 C. Any obligations of CONCESSIONAIRE required by this Agreement may be delegated to any CITY-approved sublessee by the terms of the sublease agreement between the parties, provided, however,that any such delegation shall not relieve CONCESSIONAIRE of its liability, responsibilities, and obligations under this Agreement unless so released in writing by CITY'S City Council. Article XVIII. HOLDING OVER; IMPROVEMENTS REVERT; REDELIVERY A. It is agreed and understood by CONCESSIONAIRE that any holding over or failure to vacate the Leased Premises by CONCESSIONAIRE after the expiration of the term of this Agreement may only be permitted with the consent of the CITY, acting through the Director, and does not constitute nor shall be deemed to be a renewal or extension of this Agreement as it pertains to the Leased Premises (and the Concession being conducted), but shall operate solely as a tenancy at sufferance from month-to-month, such holdover period not to exceed 12 months. Any holdover tenancy is upon all the same terms, conditions, and covenants in effect immediately prior to the commencement of the holdover period, rentals shall be paid to CITY by CONCESSIONAIRE for the Leased Premises at a rate of 100% of the then-current rents,fees and charges in effect as of the end of the primary term of this Agreement. (The calculation and basis of the Concession Fee during any holdover period will remain as stated in this Agreement.)Any holdover by CONCESSIONAIRE without the express consent of the CITY shall result in the assessment to CONCESSIONAIRE of a rate for rents, fees, and charges of 110% (including the calculation of the Concession Fee.) B. The CITY may decide, but is not obligated to allow CONCESSIONAIRE to holdover on the Leased Premises followingthe expiration of the term of this Agreement. In making its decision whether to allow such a holdover,the CITY may consider any circumstances impacting services and the Airport including,without limitation: 1. the benefits and costs to the CITY of permitting such a holdover; 2. the conditions under which a delay in placing the concession services out to bid may result in less or greater revenue to the CITY; 3. the potential loss of revenue that may result from any gap in the provision of rental car concession services for the traveling public at the Airport; 4. any proposed, planned, or ongoing capital improvements, renovations, or repairs of the Airport property, terminal building, parking areas, QTA, or rental car locations and any effect such improvements, renovations, or repairs may have on the concession services; 5. any potential disruption or adverse impact the holdover may have on the overall concession program at the Airport; and 6. the effect resulting from a denial of the opportunity to possibly add new rental car concession operators during any holdover. 33 C. After consideration of the factors outlined in section B above, the CITY shall notify the CONCESSIONAIRE in writing of the CITY's offer or lack of an offer of a holdover tenancy. Within 30 days of the date of the CITY's offer,the CONCESSIONAIRE shall notify the CITY in writing as to the CONCESSIONAIRE'S acceptance or rejection of a holdover tenancy. In the event a holdover tenancy is accepted by CONCESSIONAIRE,the CITY agrees not to enter into any new on-airport rental car concession agreement or arrangement during CONCESSIONAIRE'S holdover tenancy. Should the CONCESSIONAIRE fail to notify the CITY in writing within the 30-day period following CITY'S offer, if any, of a holdover tenancy,the CONCESSIONAIRE shall be deemed to have rejected the CITY's offer of a holdover tenancy and vacate the Leased Premises on or before the expiration date of the term of this Agreement. D. During any holdover period, CONCESSIONAIRE shall remain liable to CITY for all loss, damage, or injury resulting from such holdover occupancy whether such loss, damage, or injury may be contemplated or not at the time this Agreement is executed. It is expressly agreed by CONCESSIONAIRE that acceptance of the rentals by CITY during any holdover period, in the event CONCESSIONAIRE fails or refuses to surrender possession of the Leased Premises, shall not operate to give CONCESSIONAIRE any right to remain in possession beyond the period for which such amount has been paid nor shall it constitute a waiver by CITY of its right to demand immediate possession following a required notice to terminate the holdover tenancy. E. Unless modified in writing and as deemed necessary by the CITY, CONCESSIONAIRE shall remain obligated during any holdover period to: 1.furnish a sufficient Concession bond and maintain adequate insurance coverage; 2.provide defense, indemnity, and liability protection to the CITY; and 3.provide security and environmental protections. F. Any holding over beyond the expiration of the term of this Agreement may be terminated by either party upon 30 days prior written notice to the other party. G. Regardless of whether there is an approved holdover tenancy, except for the right of CONCESSIONAIRE to remove trade fixtures, furnishings, and personal property at the expiration or earlier termination of this Agreement, ownership of all improvements placed or constructed on the Leased Premises by CONCESSIONAIRE revert to CITY upon the expiration or earlier termination of this Agreement. H. Regardless of whether there is an approved holdover tenancy, upon the expiration or earlier termination of this Agreement, CONCESSIONAIRE shall deliver the Leased Premises to CITY peaceably, quietly, and in as good condition as the same now are or may be hereafter improved by CONCESSIONAIRE or CITY, normal use and wear excepted. 34 Article XIX.SUBORDINATION & RIGHT OF RECAPTURE A. This Agreement is subordinate to the provisions of any existing or future agreement between CITY and the United States of America and/or the State of Texas regarding operation or maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the expenditure of federal or State funds for the development of the Airport. Should the effect of such agreement with the United States be to take any of the property under lease, or substantially alter or destroy the commercial value of the leasehold interest granted herein, CITY shall not be held liable therefore, but, in such event, CONCESSIONAIRE may cancel this Agreement as provided for elsewhere in this Agreement. Notwithstanding the foregoing, CITY agrees that, in the event it becomes aware of any such proposed or pending agreement or taking, CITY shall utilize its best efforts to give the maximum possible notice thereof to CONCESSIONAIRE. Any portion of the Leased Premises recaptured from CONCESSIONAIRE under this provision shall result In a proportionate abatement of rent as of the date the recapture is effectuated. B. CITY has the right to recapture all or any portion of the Leased Premises to the extent that it is necessary to do so for the Airport's development, improvement, or maintenance of the runways and taxiways; for protection or enhancement of flight operations; or for other development in compliance with any current or future Airport Master Plan and Airport Layout Plan. In the event of any such recapture, CITY, and CONCESSIONAIRE shall execute a writing reflecting a corresponding adjustment to the affected areas, Base Rent, and any otherfees and charges applicable solely to the affected Leased Premises. Article XX. NONDISCRIMINATION AFFIRMATIVE ACTION A. Nondiscrimination - General. CONCESSIONAIRE for itself, and as a requirement for any sublessee, their personal representatives, successors in interest, and assigns, as a part of the consideration hereof covenants that: (1) no person on the grounds of race, creed, color, religion, sex, age, national origin, handicap, or political belief or affiliation will be excluded from participation in, denied the benefits of or otherwise be subjected to discrimination in the use of the Leased Premises; (2) in the construction of any improvements on, over, or under the Leased Premises and the furnishing of services thereon, no person on the grounds of race, color, religion, sex, age, national origin, handicap, or political belief or affiliation will be excluded from participation in, denied the benefits of, or otherwise be subject to discrimination; (3) CONCESSIONAIRE will cause to the best of its ability the Leased Premises and improvements to be in compliance with all other requirements imposed by or pursuant to 14 CFR Part 152, Subpart E Non Discrimination in Aid Program and Title VI of the Civil Rights Act of 1964 and 49 CFR,Subtitle A, Part21,Nondiscrimination in Fed era llyAssisted Programs of the Department of Transportation, and as said Title and Regulations may be amended, and with other applicable state or federal laws or regulations, as amended. 35 B. Nondiscrimination - Business Owner. This Agreement is subject to the requirements of the U.S. Department of Transportation's regulations, 49 CFR Part 23. The concessionaire or contractor(CONCESSIONAIRE) agrees that itwill not discriminate against any business owner because of the owner's race, color, national origin, or sex in connection with the award or performance of any concession agreement, management contract, or subcontract, purchase or lease agreement, or other agreement covered by 49 CFR Part 23. The concessionaire or contractor (CONCESSIONAIRE) agrees to include the above statements in any subsequent concession agreement or contract covered by 49 CFR Part 23 that it enters and causes those businesses to similarly include the statements in further agreements. C. Remedy for Breach. If CONCESSIONAIRE is found by a final verdict of a court of competent jurisdiction to have deliberately breached a non-discrimination covenant, or to have permitted any sublessee to deliberately breach a non-discrimination covenant, CITY may immediately enforce the remedies directed by the court's decision, which may include CITY'S right to reenter the Leased Premises, retake possession thereof, and terminate this Agreement. This provision is not effective until the procedures of Title 49, Code of Federal Regulations, Part 21 are completed, including exercise of any rights to appeal. D.Affirmative Action. CONCESSIONAIRE will undertake any affirmative action program if required by 14 CFR Part 152, Subpart E, to ensure that CONCESSIONAIRE will not exclude any person from participating in any employment activity covered by 14 CFR Part 152, Subpart E, on the grounds of race, creed, color, national origin, sex, age, or disability. CONCESSIONAIRE will not exclude any person on these grounds from participation in or the receipt of the service or benefit of any program or activity covered by the subpart. CONCESSIONAIRE further understands that it will require its covered sub-organizations, if any, to provide assurances to CITY that they will also undertake any required affirmative action programs, if required, and require assurances from their sub-organizations, if required pursuant to 14 CFR Part 152, Subpart E. CONCESSIONAIRE, at no expense to CITY, shall comply with any applicable requirements of the Americans with Disabilities (ADA), as it may be amended, with respect to the Leased Premises and its improvements . Article XXI. COMPLIANCE WITH FEDERAL LAWS, RULES, REGULATIONS, AND ORDERS A. In addition to other provisions of federal law included in this document, the following provisions set out in this article specifically apply to this Agreement as required by federal law, and CONCESSIONAIRE covenants to comply in all manner and at all times during the pendency of this Agreement with the provisions of this article. Any reference to "Contractor" or"Lessee" included in this article also means and includes CONCESSIONAIRE.Any reference to "Contract" or"Lease" included in this article also means and includes this Agreement. Any reference to "Sponsor" means and includes the City of Corpus Christi. 36 B. Title VI List of Pertinent Nondiscrimination Acts and Authorities During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "Contractor") agrees to comply with the following non- discrimination statutes and authorities; including but not limited to: Title VI of the Civil Rights Act of 1964 (42 USC § 2000d et seq., 78 stat. 252) (prohibits discrimination on the basis of race, color, national origin); 49 CFR part 21 (Non-discrimination in Federally-assisted programs of the Department of Transportation—Effectuation of Title VI of the Civil Rights Act of 1964); The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 USC § 4601) (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); Section 504 of the Rehabilitation Act of 1973 (29 USC§794 et seq.), as amended (prohibits discrimination on the basis of disability); and 49 CFR part 27; The Age Discrimination Act of 1975, as amended (42 USC § 6101 et seq.) (prohibits discrimination on the basis of age); Airport and Airway Improvement Act of 1982 (49 USC § 471, Section 47123), as amended (prohibits discrimination based on race, creed, color, national origin, or sex); The Civil Rights Restoration Act of 1987 (PL 100-209) (broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964,the Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 USC§§ 12131 — 12189) as implemented by U.S. Department of Transportation regulations at 49 CFR parts 37 and 38; The Federal Aviation Administration's Nondiscrimination statute (49 USC § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures nondiscrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); and Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 USC 1681 et seq). 37 C. General Civil Rights Provisions. The CONCESSIONAIRE agrees to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. If the CONCESSIONAIRE transfers its obligation to another, the transferee is obligated in the same manner as the CONCESSIONAIRE. This provision obligates the CONCESSIONAIRE for the period during which the property is owned, used or possessed by the CONCESSIONAIRE and the airport remains obligated to the Federal Aviation Administration. This provision is in addition to that required by Title VI of the Civil Rights Act of 1964. D. Title VI Solicitation Notice. The City of Corpus Christi, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 USC H 2000d to 2000d-4) and the Regulations, hereby notifies all bidders or offerors that it will affirmatively ensure that any contract entered into pursuant to this advertisement, airport concession disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award. E. Compliance with Nondiscrimination Requirements. During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "Contractor"), agrees as follows: 1. Compliance with Regulations: The Contractor (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. 2. Nondiscrimination: The Contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment.The Contractorwill not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part21. 3. Solicitations for Subcontracts, including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding or negotiation made by the Contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the Contractor of the contractor's obligations under this contract and the Nondiscrimination Acts and Authorities on the grounds of race, color, or national origin. 4. Information and Reports: The Contractor will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the sponsor or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. 38 Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the Contractor will so certify to the sponsor or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of a Contractor's noncompliance with the non- discrimination provisions of this contract,the sponsorwill impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to: a. Withholding payments to the Contractor under the contract until the Contractor complies; and/or b. Cancelling, terminating, or suspending a contract, in whole or in part. 6. Incorporation of Provisions: The Contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations, and directives issued pursuant thereto.The Contractor will take action with respect to any subcontract or procurement as the sponsor orthe Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the Contractor may request the sponsor to enter into any litigation to protect the interests of the sponsor. In addition, the Contractor may request the United States to enter into the litigation to protect the interests of the United States. F. Clauses for Transfer of Real Property Acquired or Improved under the Airport Improvement Program. The following clauses will be included in leases entered into by the City of Corpus Christi pursuant to the provisions of the Airport Improvement Program grant assurances: 1. The CONCESSIONAIRE/Lessee for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that: In the event facilities are constructed, maintained, or otherwise operated on the property described in this lease and concession license for a purpose for which a Federal Aviation Administration activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits, the CONCESSIONAIRE/Lessee will maintain and operate such facilities and services in compliance with all requirements imposed by the Nondiscrimination Acts and Regulations listed in the Pertinent List of Nondiscrimination Authorities (as may be amended) such that no person on the grounds of race, color, or national origin,will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities. 2. With respect to licenses, leases, permits, etc., in the event of breach of any of the above Nondiscrimination covenants, City of Corpus Christi will have the right to terminate the lease and license, and to enter, re- enter, and repossess said lands and facilities thereon, and hold the same as if the lease and license had never been made or issued. 3. With respect to a deed, in the event of breach of any of the above Nondiscrimination covenants, the City of Corpus Christi will have the right to enter or re-enter the lands and 39 facilities thereon, and the above described lands and facilities will thereupon revert to and vest in and become the absolute property of the City of Corpus Christi and its assigns. G. Clauses for Construction/Use/Access to Real Property Acquired under the Activity, Facility or Program. The following clauses will be included in deeds, licenses, permits, or similar instruments/agreements entered into by City of Corpus Christi pursuant to the provisions of the Airport Improvement Program grant assurances: 1. The CONCESSIONAIRE/Lessee for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that(a) no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (b) that in the construction of any improvements on, over, or under such land, and the furnishing of services thereon, no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, (c) that the CONCESSIONAIRE/Lessee will use the premises in compliance with all other requirements imposed by or pursuant to the List of Discrimination Acts and Authorities. 2. With respect to leases, in the event of breach of any of the above nondiscrimination covenants, City of Corpus Christi will have the right to terminate the Agreement and to enter or re-enter and repossess said land and the facilities thereon, and hold the same as if said Agreement had never been made or issued. 3. With respect to deeds, in the event of breach of any of the above nondiscrimination covenants, City of Corpus Christi will there upon revert to and vest in and become the absolute property of City of Corpus Christi and its assigns. H. Airport Concession Disadvantaged Business Enterprise (ACDBE). This Agreement, along with the Concession and Lease established pursuant to it, is a revenue-producing contract awarded to CONCESSIONAIRE and will result in the provision of goods and services to passengers, patrons, and tenants at the Airport. Federal law and regulations impose ACDBE goals upon the performance of this Agreement by CONCESSIONAIRE, and the City encourages CONCESSIONAIRE voluntarily to strive to include significant involvement with ACDBE business enterprises in operations under this Agreement. The Director will provide the CONCESSIONAIRE with information on the Airport's established ACDBE program, goals, and participation parameters pursuant to 49 CFR Part 23.53 Article XXII. INSURANCE CONCESSIONAIRE, at its sole expense, shall obtain and maintain in effect at all times during the Term of this Agreement insurance coverage protecting CITY against liability by reason of CONCESSIONAIRE'S use of the Leased Premises and facilities occupied by it or resultingfrom any accidents or incidents occurring on or about the roads, driveways, or other places used by 40 CONCESSIONAIRE at the Airport in conducting its Concession operations pursuant to this Agreement. All such insurance types and coverages required by this Agreement are as set out in Exhibit "I,"which exhibit is attached and incorporated into this Agreement as if its content were set out here in its entirety. Article XXIII. INDEMNIFICATION A. CONCESSIONAIRE SHALL INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES, REPRESENTATIVES, AND AGENTS (COLLECTIVELY, "INDEMNITEES') FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, LIENS, JUDGMENTS, FINES, PENALTIES, AWARDS, LAWSUITS, CAUSES OF ACTION, AND EXPENSES OF ANY NATURE WHATSOEVER INCLUDING, BUT NOT LIMITED TO, STRICT LIABILITY CLAIMS AND ALL EXPENSES OF LITIGATION (INCLUDING MEDIAT/ONANDARBITRATION), COURT COSTS, REASONABLE ATTORNEYS' FEES, AND EXPERT WITNESS FEES, ON ACCOUNT OF PERSONAL INJURIES (INCLUDING WORKERS' COMPENSATION AND DEATH CLAIMS), PROPERTY LOSS OR DAMAGE, OR ANY OTHER KIND OF DAMAGES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT, REGARDLESS OF WHETHER THE INJURIES, DEATH, OR DAMAGES ARE CAUSED OR ARE CLAIMED TO BE CAUSED BY THE CONCURRENT OR CONTRIBUTORY NEGLIGENCE OF INDEMNITEES, BUT NOT IF BY THE SOLE NEGLIGENCE OF INDEMNITEES UNMIXED WITH THE FAULT OF ANY OTHER PERSON OR PARTY. CONCESSIONAIRE MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS,ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORYTO THE CITYATTORNEY,AND PAYALL CHARGES OFATTORNEYSANDALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM OR OUT OF ANY OF SAID LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, CAUSES OF ACTION, OR DAMAGES. THE INDEMNIFICATION OBLIGATIONS OF CONCESSIONAIRE UNDER THIS SECTION SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. B. Notice of Claim or Action. Notwithstanding the above indemnifications, CONCESSIONAIRE must give the Director and CITY'S Risk Manager written notice of any accident or other matter covered under this article and forward to the Director and Risk Manager copies of every notice, demand, claim, summons, or other process communication received within 10 days of CONCESSIONAIRE'S receiptof same. Article XXIV. CONCESSIONAIRE'S TERMINATION RIGHTS Without limiting any other rights and remedies to which CONCESSIONAIRE may be entitled by common law, statutory law, or as elsewhere provided in this Agreement, this Agreement may be terminated by CONCESSIONAIRE upon 30 days prior written notice upon the occurrence of any of the following events: 41 1. The City's permanent abandonment of the Airport; 2. The lawful assumption by the U. S. Government, or any authorized agency thereof, of the operation, control, or use of the Airport, or of any substantial part or parts thereof, which substantially restricts the CONCESSIONAIRE from operating at the Leased Premises for a minimum of 180 calendar days; 3. The issuance by any court of competent jurisdiction of an injunction that prevents or restrains the use of the Airport or the Leased Premises that continues for at least 180 days; or 4. The default by CITY in the performance of any covenant or obligation to be performed by CITY and such failure to remedy the default continues for a period in excess of 60 days after receipt from CONCESSIONAIRE of written notice to remedy the same. Article XXV. CITY'S TERMINATION RIGHTS A. CITY shall have the right, upon 10 days prior written notice to CONCESSIONAIRE,to cancel this Agreement in its entirety upon or after the happening of one or more of the following events: 1. If CONCESSIONAIRE makes a general assignment for the benefit of its creditors; 2. If CONCESSIONAIRE files a voluntary petition in bankruptcy seeking liquidation, reorganization, or the adjustment of its indebtedness under federal bankruptcy laws and fails to make payments when due to CITY; 3. If any involuntary petition in bankruptcy is filed against CONCESSIONAIRE and CONCESSIONAIRE fails to make payments when due to CITY; 4. If CONCESSIONAIRE consents to the appointment of a receiver, trustee, or liquidator of all or substantially all of its personal property, real property, or assets; 5. If CONCESSIONAIRE voluntarily abandons and discontinues its Concession or rental car services at the Airport for a period of 60 consecutive days, or CONCESSIONAIRE abandons its Leased Premises in the Terminal, QTAfacility, orattheAirportfora period of 60 consecutive days; 6. If CONCESSIONAIRE fails to pay, when due, the Concession Fees, rental charges, or any other fees, charges, or payments of money required under this Agreement, or fails to perform any indemnity or other act which it is obligated to perform under this Agreement, and which is not cured within 10 days of written notice; 7. If CONCESSIONAIRE defaults in fulfilling any of the other terms, conditions, or covenants required by it in this Agreement and shall fail to remedy the default within 30 days of written notice or demand; or 42 8. If CONCESSIONAIRE allows any lien to be filed directly or indirectly against the CITY's real property or allows a final judgment to be filed against CITY pertaining to this Agreement. B. In the event of any cancellation or termination of this Agreement by CITY for any of the reasons specified above, or any other reason as may be set out elsewhere in this Agreement, CONCESSIONAIRE shall have 10 days within which to remove all trade fixtures and personal property installed in or upon the Leased Premises by CONCESSIONAIRE. If the trade fixtures or personal property are not removed within the 10- day period following such termination or cancellation, CITY shall have the right to remove all trade fixtures and personal property at CONCESSIONAIRE'S expense and at no liability to CITY. Article XXVI. NOTICE OF TERMINATION If an event a material default occurs, and after due written notice identifying the default the defaulting party has failed to cure orfailed to commence to cure,the complaining party may at any time after the expiration of any such cure period terminate this Agreement by providing written notice of termination to the defaulting party. Unless a different or longer period is provided elsewhere in this Agreement or the notice (any such different or longer period controlling), this Agreement will be terminated on the date specified in the notice but not sooner than 10 business days after the postmark date of the notice. Article XXVII. NOTICES— GENERAL A. All notices and other communications required or permitted to be given pursuant to this Agreement must be in writing and are deemed properly given if: (1) sent by certified mail, with return receipt requested and sent by(2)(a)facsimile transmission,with proof of transmission or (2)(b) via any nationally recognized overnight courier service, with proof of mailing or (2)(c) by personal delivery, when delivered to the administrative office of the Airport, and (3) addressed as follows: When to CITY: When to CONCESSIONAIRE: Corpus Christi International Airport Avis Budget Car Rental, LLC Attn: Director of Aviation Attn: Vice President 1000 International Drive 379 Interpace Parkway Corpus Christi,TX Parsippany, NJ 07054 Phone: (361) 826-1292 Phone: (972) 453-4051 B. All notice periods begin on the third day after the date the notice is placed in the U.S. certified mail.The date of the certified mailingtakes precedence and controls over the date of any other form of notice. 43 C. Daily communications of an informal nature may be conducted by the parties by telephone or email. Either party may, following a phone discussion with the other party, reduce any terms or arrangements to a formalwritten notice and, if reduced to writing, such written communication (following a phone discussion) must be mailed and sent to the other party as set out in paragraph A above. Informal email communications shall not constitute written notice pursuant to this Agreement. Article XXVIII. SUBORDINATION TO U.S./FAA REQUIREMENTS; REQUIRED RIGHTTOAMEND A. This Agreement is subordinate to the provisions of any existing or future agreement between CITY, acting through the Airport and its Director, and the United States of America relating to the operation or maintenance of the Airport, where the execution of said agreement(s) is required as a condition to the expenditure of federal funds for the development of the Airport . If the effect of said agreement(s) with the United States, either under this paragraph or paragraph B below, is to remove any or all of the Leased Premises from the control of Airport or to substantially destroy the value of the Leased Premises, then this Agreement shall terminate immediately without anyfurther obligation on part of CITYto CONCESSIONAIRE. B. If the Federal Aviation Administration ("FAA"), or its successor agency, requires modifications or amendments to this Agreement as a condition precedent to the granting of federal funds to CITY for Airport improvements, CONCESSIONAIRE agrees to consent to the modifications or amendments to this Agreement as may be reasonably required, provided however, CONCESSIONAIRE will not be required to pay any increased rents/fees/charges, change the use of the Leased Premises, or accept a relocation or reduction in size of the Leased Premises until CONCESSIONAIRE and CITY have fully executed an amendment to this Agreement that is mutually satisfactory to both parties regarding any terms or conditions of this Agreement affected by said actions of the FAA. Article XXIX. BUDGETARY APPROPRIATIONS By execution of this Agreement, CONCESSIONAIRE acknowledges that the continuation of any contract after the close of any fiscalyear of CITY,which fiscalyear ends on September 30 annually, is subject to budget approval and sufficient appropriations by the CITY'S City Council for such contract item (to include any financial commitment therein) as an expenditure in the next fiscal budget. CITY does not represent nor warrant to CONCESSIONAIRE that a budget item providing for this Agreement in any future fiscal budget will be adopted, as that determination is within the sole discretion of the City Council at the time of adoption of each fiscal budget. Article XXX. FORCE MAJEURE A. Neither CITY nor CONCESSIONAIRE will be deemed to be in breach of this Agreement if either is prevented from performing any of its obligations under this Agreement by reason of force 44 majeure. "Force Majeure" for the purposes of this Agreement means any significant delay or failure due to strikes, lockouts, labor disputes, acts of God (to include severe inclement weather and sustained periods of rain),fire or other casualty, acts of the public enemy,terrorist acts, civil commotion, riots or interference by civil or military authorities, and other causes beyond the reasonable control of the party obligated to perform and claiming the force majeure. The occurrence of the delay or failure to perform due to one of the foregoing events extends the period of performance until these exigencies have been removed. B. To assert the occurrence of a force majeure event, the party claiming it shall inform the other party in writing, with sufficient proof of the force majeure event, within three business days. Failure to provide the written notice within the period stated shall expressly constitute a waiver of this right as a defense. Article XXXI. NO THIRD-PARTY BENEFIT No provision of this Agreement creates a third-party claim against CITY or CONCESSIONAIRE beyond that which may legally exist in the absence of any such provision. This Agreement is not intended to give or confer any benefits, rights, privileges, claims, actions, or remedies to any person, including the public, as a third-party beneficiary, under any laws or otherwise. Article XXXII. SURVIVAL OF LIABILITIES AND OBLIGATIONS Termination or expiration of this Agreement for any reason does not release either party from any liabilities or obligations under this Agreement that: (i)the parties have expressly agreed survive any such termination or expiration; (ii) remain to be performed; or(iii) bytheir nature would be intended to be applicable following the termination or expiration of this Agreement. Article XXXIII. WAIVER No delay of or omission in the exercise of any right, power, or remedy accruing to either party as a result of any breach or default by the other party under this Agreement shall impair any such right, power, or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of or in any similar breach or default occurring later. No waiver of any single breach or default shall be deemed a waiver of any other breach or default occurring before or after that waiver. Article XXXIV. AMENDMENT This Agreement may not be amended except by a written instrument executed by each party to this Agreement acting through a person authorized to sign agreements on behalf of such party (which, in the case of CITY, shall be the Director or City Manager, unless the provision first requires express approval by the City Council pursuant to this Agreement, the City Charter, or the City's Code of Ordinances). Unless expressly provided otherwise in this Agreement, the Director shall exercise authority to issue any notices or other written communications required or permitted on behalf of 45 CITY. Article XXXV. GOVERNING LAW This Agreement, and any disputes arising under it, shall be governed by and construed in accordance with the laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas, and venue shall be in Nueces County, Texas, where this Agreement was entered into, executed by the parties, and where performance of this Agreement shall take place. Article XXXVI. ORDER OF PRECEDENCE In the interpretation of this Agreement, or in the event of a dispute as to the meaning of any term, phrase, or language used in this Agreement, the following order of precedence controls: this Agreement excluding the exhibits; next, the exhibits; next, any executed amendments to this Agreement, alongwith their attachments, if any; next, the City's issued RFP; next, any addendums issued to the RFP; next, the CONCESSIONAIRE'S submitted proposal in response to the RFP; and last, any submitted responses of the CONCESSIONAIRE to any City-issued addendums to the RFP. Any ambiguities between the documents that cannot be resolved by review of the documents in the order of precedence stated shall not be construed against the drafter and shall, as most reasonably possible, be resolved by the parties. Article XXXVII. ENTIRE AGREEMENT This Agreement is the final, complete, and exclusive statement of the understanding and agreement between the parties with relation to the subject matter of this Agreement.There are no oral representations, understandings or agreements covering the same subject matter as this Agreement. This Agreement supersedes and cannot be varied, contradicted, or supplemented by evidence of any prior or contemporaneous discussions, correspondence, or oral or written agreements or arrangements of any kind. 46 IN WITNESS HEREOF, and with the intent to be legally bound, this Agreement is executed by the parties in triplicate in one or more counterparts, each counterpart of which shall be deemed an original and all of which together constitute but one and the same instrument. Rebeca Huerta Heather Hulbert, City Secretary Assistant City Manager Date• Date• Approved as to legal form: Assistant City Attorney for Miles Risley,City Attorney CONCESSIONAIRE: Signature: Printed Name: Jeffrey Luna Title: Vice President Date• 47 ATTACHED AND INCORPORATED EXHIBITS Exhibit A— Rental Car Site Plan Exhibit B—Terminal Counters &Offices Exhibit C—Ready Return Parking Lot Exhibit D—QuickTurnaround Facility(QTA) Exhibit E—QTA Car Wash, Fuel&Storage Areas Exhibit F—Office & Maintenance Area Exhibit G—Monthly Gross Revenues Statement Exhibit H—Maintenance Matrix Exhibit I—Insurance Requirements INCORPORATED BUT UNATTACHED EXHIBITS: (Available upon request) CITY'S REQUEST FOR PROPOSAL CONCESSIONAIRE'S PROPOSAL 48 1 r Aw. ,�'u eiswcaxe nwra7s".eU RENTAL CAR e LOT 7. I r F TERMINAL �z �7 N EXHIBITA Preparedby:� Randy Schumann RENTAL CAR SITE PLAN N E �� Approved by: Kim Miller - 1000 International Drive Corpus Christi g International Airport Not to Scale Sheet No.Iof1 Date: 05/22/2024 70'.00" HALL ENTRANCE FOR OFFICES AND COUNTERS 546.00 SF (108.5 SF @ EACH R.A.C.SPACE) OFFICE 1 OFFICE 2 OFFICE 3 OFFICE 4 I OFFICE 51 139.5 SF 139.5 SF 139.5 SF 139.5 SF 139.5 SF a I? N COUNTER 1 COUNTER 2 COUNTER 3 COUNTER 4 COUNTER 5 201.5 SF 201.5 SF 201.5 SF 201.5 SF 201.5 SF 0 b QUEUE SPACE 1 QUEUE SPACE_2 I QUEUE SPACE 3 QUEUE SPACE 4 1 QUEUE SPACE 51 155 SF 155 SF 155 SF 155 SF 155 SF 15'-06" 15'-06" 15'-06" 15'-06" 15'-06" Enterprise Office/Counter/Queue Space/Hallway 604.5 SF —' -`- 2 e" . C Enterprise Office/Counter/Queue Space/Hallway 604.5 SF '. — r•� _ Avis Office/Counter/Queue Space/Hallway 604.5 SF ® Hertz Office/Counter/Queue Space/Hallway 604.5 5F - NOTE:ALL MEASUREMENISTODETILKNE THE AREA OF EXCLUSIVE SPACE LEASED SHALL BE FROM THE Hertz Office/Gaunter/Queue Space/Hallway 604.5 SF INTERIOR OF THE EXTERNAL WALLS AND FROM THE CFNTERI.INE'f0 CEWIERLINE OF EACH QSlER10R WALL OR IN THE ABSENCE OF INTERIOR WALIS,THE POINT OF SAID CENTERLINE WOULD BE LOCATED IF SUCH INTERIOR WALL.EXISTED. NCCWIEXHIBIT B Prepared by: Randy Schumann A RENTAL CAR TERMINAL COUNTERS &OFFICES W E ��A 10001nternationalDrive Approved by: Kim Miller Corpus Christi a Date: 1012812024 5 International Airport Not to Scale Sheet No.1of1 Enterprise Parking Spaces:125 V147 ,Avis Parking Spaces: 73 q 231 49 Hertz Parking Spaces:51 ( >'163 180 1971 Wa4 0234 r o 164 181 1981�(.2LS ~235 �2 1 0�,t 65 8 19 1 Loading Zone 151 1 , s.>S�TVP, 23�II 1sz >t 153 167 184 11 1�8 166 183 r dt+r2 -- �37 11 8 i Total Spaces:249 Parking Spaces 168 185 'M SJV 155 t ` 169 186 _ 1ii220 gdbl 156 170 187 .2400'-204 I,a1 i I - - _ - - , 157 171 188 2051 f11'222 _1410 158 1s9 T 172 189 206lj[U� 24t I 173 190 207 f'II22% 2441 174 191 208'11225 24�1. - - -_, j 1 �� / • 175 192 209 226 2461 /Y 176 193 210 227 247 1 160 1 177 194 211 228 248 161 178 195 212 229 249 162 179 196 213 230 -- ('Wb. "ilia- 120 128 136 - mas ' m o't"' 121 129 138 8 ww www AAA AAAA A AANNNN NN 122 130 7 I Nm JW ID0 NwAmm J ww O - Nw AN 123 131 _- .. 139 \ 140 124 132 - ' < 125 133 141 -24.00 142 i -126 134 5 NN NNmmmm mmmm 0) mJ JJJJ JJ 127 135 143 m J W%D O N W A N m J W tD O N W A N m 144 4 145 3 J J J W 0 W W W W W W W W W �D t0 tD tD t0 tD t0 J W ID O � N W A N m J tD W � N W A N m J ` 14 { gq ID ID O p 0 0 0 0 O O O O -� O N w A N m J W ID _N W A N m J W tD OL N CCWI � EXHIBIT C Prepared by: Randy Schumann RENTAL CAR PARKING LOT w E �w 10001nternationalDrive Approved by: Kim Miller Corpus Christi a Date: 1012812024 S International Airport Not to Scale Sheet No.1of1 SITE PLAN KEX LEGEND 1 QTA Site Total:245,520 SF king Lanes - 5�2 Total Parking Capacity Total Employee Parking 3 Loading Area Parking Lanes � 3 3 3 3 3 e I _ 1 2 2 2 The 51 t BUILDING TOTAL AREA 1 Fuel Positions 12 Common 10,725 SF 2� Car Wash Boy 3 Common 3,510 SF t 3� Maintenance Boy 5(1 each) 4,060 SF ® Administrative 5(1 each) 4,060 SF Support/Storage Common 2,470 SF TOTAL 27,825 SF 2 4 6 8 10 12 14 16 18 !8 30 32 3-: 36 38 1 3 5 7 9 11 13 15 17 19 29 31 33 35 37 PROPOSED RENT-A-CAR LANE# Parking - r••: y,—wiiR r. _91 � PARKING LOT LoaoLOADINGSgFt.TBD 1-38 Front Parking Lanes 89,710 SF - _ � 0 40 e ._f•' 1-41 Rear Parking Lanes 15,200 SF EMPLOYEE PARKING ® Enterprise Front Parking Lanes 45,250 SF AV �\ —�� - "- t,- L:g, R • 2�_27 Hertz Front Parking Lanes 18,860 SF ,\ Avis Front Parking Lanes 25,600 SF �C --__ Enterprise Rear Parking Lanes 7,640 SF 22-29 Hertz Rear Parking Lanes 2,960 SF — Avis Rear Parking Lanes 4,600 SF EXHIBIT D Prepared by: Randy Schumann n CCWI QUICK TURNAROUND AREA(QTA) a ��A Approved by: Kim Miller Corpus Christi 474 Pinson Drive 9 InternatlonalAirport Not to Scale Sheet No.Iofl Date: 1012812024 I I I � � I QTA BRAND Total Sq.Ft. Fuel.Positions ENTERPRISE 5,402 FLOOR PLAN Car Wash Bay ENTERPRISE 1,768 Support/Storage ENTERPRISE 1,244 Fuel Positions AVIS 3,138 BUILDING TOTAL AREA Car Wash Bay AVIS 1,027 Fuel Positions 12 Common 10,725 SF Support/Storage AVIS 723 Car Wash Bay 3 Common 3,510 SF Fuel Positions HERTZ 2,185 Car Wash Bay HERTZ 715 ® Support/Storage Common 2,470 SF Support/Storage HERTZ 503 �CC_ EXHIBIT E Prepared by: Randy Schumann �A+ QTA CAR WASH, FUEL&STORAGE Approved by: 474 Pinson Drive Kim Miller � 5 Corpus Christi Date: �9/2024 International Airport Not to Scale Sheet No.1of1 i i I .I --- •--- - -- I - - UT a a U0 ff0 fM B MAINT.1® ®MAINT.2 MAINT.3® MAINT.4® MAINT.5 I g p "'1eAA JJJ"' _/ T 0 FUEL POSITIONS OFFICE 1 OFFICE 2 OFFICE 3 OFFICE 4 OFFICE 5 FUEL POSITIONS21 ! x x x x x o d IT --- Tr -17LL -1-7 ,-- — _--__— _ - il I FLOOR PLAN BUILDING ADMIN. MAINT. lO Enterprise Office/Maint. 850 SF 775 SF 2 -1 Enterprise Office/Maint. 850 SF 775 SF L 3� Hertz Office/Maint. 850 SF 775 SF 17 4-4 Avis Office/Maint. 850 SF 775 SF F Avis Office/Moint. 850 SF 775 SF Cel � EXHIBIT F Prepared by: Randy Schumann QTA OFFICES &MAINT. pp y: Kim Miller � ��w Approved b Corpus Christi 474 Pinson Drive International Airport Not to Scale Sheet No.Iof1 Date: 10/28/2024 Rental Car Monthly Revenue Report cir City of Corpus Christi-Aviation Department' 1000 International Blvd. Exhibit G Corpus Christi,TX 78406 Revised 513112024 Company Location CRP MAG Paid Prior to the Submission of this Report MAG Rental Transaction Days Rental Transactions Revenue for Concession Fee Time&Mileage Fees daily,time,mileage charges&fees Vehicle Registration Recovery/Recoupment Fees fees for tax,title,licensing,registration Fuel Charges&Services fuelprepayment refueling,fuel replacementfees&othercharges Insurance Sales baggage,medical&any other add'!coverage Damage Waivers LDW,CDW,PDW,fees&charges for all types of waivers Upgrades,Exchanges,Special Use Fees all upgrades&exchanges one-way,inter-city,special surcharges Additional Equipment car seats,racks,radios,phones,navigation,wifi,satellite,sound sys. Misc&Optional Fees/Charges add'I drivers,underage,keys,cleaning,roadside,valet GARS Contracted Services 3rd party users&tenants Concession Recovery/Recoupement Fees fees chargedfor recovery or recoupmentforfees paid to City Operating Costs charges to recover operating costs All Other Fees,Charges, Receipts,Compensation Revenue for Concession Fee: $ - Concession Fee Due @ IM $ - Less MAG (if paid prior to report): Add'I Concession Due with Report: $ - Revenue Excluded Customer Facility Charges(CFCs)Collected $ - Prohibited Reductions: Airport Security Fees $ - Volume Discounts&Rebates Taxes Required by Taxing Authority Credit for Out-of-Pocket Purchases Bad Debt Recovery of Actual Damages/Loss/Conversion Local or National Discounts If applicable conditions apply Tickets/Fines/Towing If applicable conditions apply Total Allowable Exclusions: $ - Total Gross Revenue: $ - TOTAL DUE: $ - Report(including revisions),additional concession fee,CFCs collected,and airport security fees are due on or before the 20th of each month. Signatures The undersigned hereby certifies that this report is a true,accurate and complete statement of Company's Gross Revenues and AllowableExclusions in accordance with the terms within the Airport Rental Car Concession and Lease Agreement as amended,for the month reported. Prepared By .................................................................................................................... Signature For CCIA Use Only Name Title Date Signed Management Signature Name Title Date Signed Exhibit H DESIGNATION OF RESPONSIBILITIES FOR OPERATION AND MAINTENANCE RAC PREFERENTIAL USE SPACE RAC COMMON USE Administrative Support and Office Maintnenance Bay Fuel Position Car Wash Bay Stoira e 1. Air Conditioning a. Maintenance C N/A N/A N/A C b. Operation C N/A N/A N/A C c. Distribution C N/A N/A N/A C 2. Heating a. Maintenance C C N/A C C b. Operation C C N/A C C c. Distribution C C N/A C C 3. Lighting a. Bulb&Tub Replacement C C C C C b. Maintenance C C C C C 4. Electrical Maintenance C C C C C 5. Water a. Distribution C C C C N/A b. Fixtures C C C C N/A 6. Sewage a. Distribution N/A C C C C b. Fixtures N/A C C C C 7. Maintenance a. Otherthan Structure R R C C C b. Structure C C C C C c. Exterior C C C C C 8. Cusotidal Service a. Restroom C N/A C C C b. Office/Kitchen R N/A N/A N/A N/A c. Work Area N/A R R R R 9. Window Cleaning a. Exterior C C N/A N/A N/A b. Interior C C N/A N/A N/A NOTES: R-RAC,C-CITY, N/A-NOT APPLICABLE. NEW CONSTRUCTION AND DAMAGE REPAIR ARE NOT SUBJECT TO THIS MATRIX AND SHALL BE GUIDED BY THE LEASE DOCUMENT. 3.31. Insurance Requirements EXHIBIT I A. CONCESSIONAIRE'S LIABILITY INSURANCE 1 . Concessionaire must not commence work under this contract until all insurance required has been obtained-and such insurance has been approved by the City. Concessionaire must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. 2. Concessionaire must furnish to the City's Risk Manager and Contract Administrator one (1 ) copy of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, 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 Per occurrence - aggregate change 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 COMPENSATION Statutory and complies with Part II (All States Endorsement if Company is of this Exhibit. not domiciled in Texas) Employers Liability $500,000/$500,000/$500,000 RFP Template 03/15/2022 Page 13 of 25 POLLUTION LIABILITY $1,000,000 Per Occurrence (Including Fueling Operations) CRIME/EMPLOYEE DISHONESTY $1,000,000 Per Occurrence Concessionaire shall name the City of Corpus Christi, Texas as Loss Payee 3. In the event of accidents of any kind related to this contract, Concessionaire must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. B. ADDITIONAL REQUIREMENTS 1 . Applicable for paid employees, Concessionaire must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Concessionaire is not domiciled in the State of Texas. 2. Concessionaire shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Concessionaire's sole expense, insurance coverage written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. 3. Concessionaire shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. All notices under this Exhibit shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 4. Concessionaire agrees that, with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, and volunteers, as additional insured's by endorsement with regard to operations, completed operations, and RFP Template 03/15/2022 Page 14 of 25 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. 5. Within five (5) calendar days of a cancellation, non-renewal, material change or termination of coverage, Concessionaire shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Concessionaire's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 6. In addition to any other remedies the City may have upon Concessionaire's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Concessionaire to stop work hereunder, and/or withhold any payment(s) which become due to Concessionaire hereunder until Concessionaire demonstrates compliance with the requirements hereof. 7. Nothing herein contained shall be construed as limiting in any way the extent to which Concessionaire may be held responsible for payments of damages to persons or property resulting from Concessionaire's or its subcontractor's performance of the work covered under this contract. 8. It is agreed that Concessionaire's insurance shall be deemed primary and non- contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. 9. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. RFP Template 03/15/2022 Page 15 of 25 2024 Insurance Requirements Exhibit Legal Dept. - CCIA/Corpus Christi International Airport Rental Car Concession and Lease Agreement 05/31 /2024 Risk Management - Legal Dept. RFP Template 03/15/2022 Page 16 of 25 ON-AIRPORT RENTAL CAR CONCESSION AND LEASE AGREEMENT STATE OF TEXAS COUNTY OF NUECES This ON-AIRPORT RENTAL CAR CONCESSION AND LEASE AGREEMENT ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipality ("CITY"), actingthrough its Director of Aviation("Director"), and EAN Holdings, LLC, a corporation organized and existing under the laws of the state of Delaware, (doing business as Enterprise Rent-A-Car, Alamo Rent a Car and National Car Rental), and authorized to do business in the State of Texas ("CONCESSIONAIRE"). WHEREAS, the CITY owns and operates the Corpus Christi International Airport located in Corpus Christi, Nueces County, Texas ("Airport"); WHEREAS, rental car services on and at the Airport are essential to the proper accommodation of passengers arriving at and departing from the Airport; and WHEREAS, the CITY desires to make the services available at the Airport and CONCESSIONAIRE is qualified to furnish and perform the necessary services pursuant to this Agreement. NOW, THEREFORE, in consideration of the foregoing and the terms, conditions, and covenants stated in this Agreement, the parties agree for themselves, their successors, and authorized assigns, as follows: Article I. TERM The term of this Agreement is five years, effective , ("Effective Date") and ending at midnight on September 30, 2029, unless sooner terminated as provided in this Agreement. Upon mutual agreement by CITY and CONCESSIONAIRE, this Agreement may be extended for two one-year option periods. Any holdover by CONCESSIONAIRE following the expiration of this Agreement may only occur if in accordance with the holdover provisions set out elsewhere in this Agreement. Article II. PRIVILEGE OF CONCESSION AND LEASE; NONEXCLUSIVE CITY hereby awards and grants to CONCESSIONAIRE, and CONCESSIONAIRE hereby accepts,the privilege, right and obligation to conduct and operate an on-Airport rental car service at the Airport ("Concession") and the lease of land and improvements located on Airport property for the sole purpose of operating the Concession ("Lease"), all during the term of this Agreement on a nonexclusive basis for the purpose of arranging rental car and related services for Airport customers where such services are furnished by CONCESSIONAIRE. For the purposes of this Agreement, "customer" means any person, including an entity, that rents a motor vehicle from a car rental company regardless of whether the person receives the vehicle on the Airport premises and includes any person receiving complimentary or discounted rentals. For purposes of this Agreement, "car" means any non-chauffeured, self-propelled motor vehicle on four wheels for passenger transportation with a maximum capacity of 15 passengers (including the driver). Self- haul (such as U-Haul'"), freight, and cargo trucks, delivery vans and trailers, and motor homes do not qualify as cars under this Agreement, and rentals of such motorvehicles are not permitted at the Airport. "Vehicle" may be used to denote "car" in the Agreement, but any interpretation of the meaning or context of use of the word "vehicle" is limited to the definition of "car" specifically provided herein. A. The concession rights and privileges granted and awarded to CONCESSIONAIRE are expressly made subject to all terms, conditions, and covenants of this Agreement. CONCESSIONAIRE specifically acknowledges and understands that City intends to grant rental car concessions to other persons.The award of concession rights and privileges to such other concessionaires shall not constitute a violation of this Agreement nor, in the event of the cessation or termination of such other rental car concessions during the Term hereof, shall the award of concession rights and privileges, and the lease of necessary land and improvements, to a substitute or successor concessionaire constitute a violation of this Agreement. B. As a nonexclusive Concession, CITY has the right to deal and perfect agreements or arrangements with any other person, firm, or company to engage in similar activities; provided, however, that no such other on-Airport rental car concession agreement or arrangement may contain terms, conditions, or covenants more favorable to any other rental car concessionaire than those granted to CONCESSIONAIRE in this Agreement (excluding differences related to the number of allocated Terminal counter/office space, Terminal parking spaces, the location of the concession area, and the location of service/maintenance facilities, all of which are determined bythe minimum annual guarantee provisions under this Agreement), including as to any rents, fees, or guarantees provided for in this Agreement. In the event that any agreement granted by the CITY to any other on-airport rental car concessionaire may be deemed to contain terms, conditions, or covenants more favorable to such other concessionaire than the terms, conditions, and covenants in this Agreement,then, the CITY may, at its sole discretion, amend this Agreement to include terms, conditions, and covenants that are comparable to that of the other on-airport rental car concessionaire. Article III. LEASED PREMISES A. In accordance with this Agreement, CITY leases to CONCESSIONAIRE sufficient space to conduct its Concession operations within the Airport terminal building located at 1000 International Drive in Corpus Christi and at a separate quick turnaround area ("QTA"), also on 2 Airport property and located at 474 Pinson Drive, in Corpus Christi, both locations as further described in this Agreement and depicted on Exhibit "A," and Exhibits "B" and "C" (which includes terminal counter, office, queuing, and hallway space as well as ready/return parking lot spaces) and Exhibits "D," "E," and "F" (QTA facility area; QTA office and maintenance location, fueling stations, car wash bays, and support/storage areas; and QTA queuing lanes, employee parking, and temporary storage vehicle parking), all exhibits being attached to this Agreement and the content of each exhibit being incorporated by reference into this Agreement as if set out fully here in its entirety. Collectively, the two separate locations (terminal and QTA), each of which contains common use areas and exclusive use areas for the operation of CONCESSIONAIRE'S Concession, may be referred to in this Agreement as the "Leased Premises". B. The Leased Premises, as noted, consists of both common use areas and exclusive use areas. Common use areas are defined to include all land, buildings, walkways, landscaping, and other improvements leased within as well as outside of the Airport terminal building and within the boundaries of the QTA, as applicable, that are not otherwise exclusively leased by CONCESSIONAIRE and are available for shared use by CONCESSIONAIRE as well as by any other rental car concession operator who has executed a similar concession and lease agreement with CITY, as such land and facilities are further delineated in this Agreement and Exhibits B, C, D, E and F and which areas are subject to modification or adjustment in size or availability for use from time to time by the Director as may be necessary for the efficient operation of the Airport terminal building and the QTA. Ready/return parking lot spaces, as further delineated in this Agreement and the exhibits, are deemed common use areas that are preferentially assigned bythe Director and subjectto reallocation and reassignment duringthe term of this Agreement, as such reallocation and reassignment are further described elsewhere in this Agreement. Exclusive use areas are defined to include all allocated counter, office, service/maintenance space, and queuing lane space designated and leased only to CONCESSIONAIRE, as further delineated in this Agreement and the exhibits, and which may be subject, under specified terms and conditions set out elsewhere in this Agreement, to removal from exclusive use and reallocation of the space at one or more times during the term of this Agreement. C. Terminal Space— Inside. Common use areas and exclusive use areas in the Airport terminal building and adjacent parking lot area leased to CONCESSIONAIRE as follows: 1. Allocation of Counter/Office Spaces; Location. Counter/office spaces will be allocated by the CITY on or about the Effective Date, based upon the initial minimum annual guarantee ("MAG") amount submitted by CONCESSIONAIRE, in response to the City's request for proposals for award of an on-Airport rental car concession ("RFP"), as measured against the MAG amounts submitted by all rental car concession operators. (A copy of the RFP and CONCESSIONAIRE'S submitted response to the RFP are both incorporated by reference into this Agreement as if set out here in their entireties.) The rental car concession operator who submitted the highest MAG will choose their preferred counter location first; the operator who submitted the second highest MAG will choose 3 their preferred counter location next from the remaining available locations; and selections of the remaining counter locations will continue in the same manner and descending MAG order until all rental car concession operators have selected a location. If CONCESSIONAIRE, immediately prior to the execution of this Agreement, was a current rental car concession operator at the Airport, CONCESSIONAIRE may elect to, upon its turn in order of MAG priority and subject to such space remaining available, retain its existing counter location. The foregoing notwithstanding, consideration may be given by the CITY, in its sole discretion, to determine the location of CONCESSIONAIRE'S counter space to minimize relocation costs and to balance the utilization of the counter spaces. The counter location selected by CONCESSIONAIRE includes the companion adjacent office and customer queuing area. CONCESSIONAIRE'S counter, office and queuing space are shown in Exhibit B. 2. Designation of Counter, Office, Queuing, and Hallway Spaces. CONCESSIONAIRE'S assigned terminal counter, office and queuing spaces are deemed exclusive use areas.The hallway space for ingress and egress adjoining CONCESSIONAIRE'S office space (as well as adjoining all other rental car concession operators' office spaces) is deemed a common use area. 3. Rent for Counter and Office Spaces. CONCESSIONAIRE shall pay to CITY,without notice or demand, for the right and privilege of doing business at the Airport via occupancy of counter and office spaces, use of the common hallway, and use of the assigned queuing space (collectively, the "Terminal Counter/Office Space") an annual terminal rental rate per square foot equalto 100%of the applicable annual signatory airline square footage rate multiplied bythe total squarefootage shown in Exhibit Bforterminalcounter/office space# occupied by CONCESSIONAIRE, such area totaling approximately 1,209 square feet,to be paid in equal monthly installments. The Terminal Counter/Office Space rent is due on or before the 1 st day of each month beginning on the Effective Date. The annual terminal rental rate per square foot is subject to adjustment during the term of this Agreement whenever the terminal rental rate charged to the signatory airlines is increased. Should the signatory airlines' terminal rental rate be increased, CITY shall provide CONCESSIONAIRE with at least 30 days advance written notice of any change in the Terminal Counter/Office Space rental rate; CONCESSIONAIRE shall be obligated to pay the new Terminal Counter/Office Space rental rate on and after the effective date of the change; and the annual amount due (and pro rata monthly amount due)will be modified accordingly. D. Terminal Space — Outside. Common use areas and exclusive use areas in the Airport terminal's adjacent ready/return parking lot area are leased to CONCESSIONAIRE as follows: 1. Allocation of Terminal Ready/Return Parking Spaces; Location. An initial allocation of terminal parking spaces in the adjacent ready/return parking lotwill be made bythe CITY on or about the Effective Date, based upon the initial MAG amount submitted by CONCESSIONAIRE, in response to the City's RFP, as a percentage of all MAGs and that percentage multiplied by the total available ready/return spaces. CONCESSIONAIRE will 4 be allocated not less than 10 ready/return spaces.The location of the Ready/Return spaces for each successful Bidder will be determined by the Airport Director or his designee, in the Director's sole discretion. The foregoing notwithstanding, consideration may be given by the Director, in his sole discretion, to determine the location of CONCESSIONAIRE'S parking spaces to minimize relocation costs for the Airport and to balance the utilization of all parking spaces. Collectively, all allocated terminal ready/return parking spaces of CONCESSIONAIRE (including front end spaces) may be referred to as the "Parking Spaces." The initial allocation of Parking Spaces is and will remain effective until the next allocation date or the end of the term of this Agreement if there is not a subsequent allocation date. Exhibit C depicts the terminal ready/return parking lot and its boundaries. Following the initial allocation process, CONCESSIONAIRE will be provided with a separate, supplementary assignment list depicting CONCESSIONAIRE'S initial allocation of Parking Spaces, such list then being incorporated by reference and forming part of Exhibit C as if such list were set out here in this Agreement. 2. Designation of Terminal Ready Return Parking Lot and Assigned Parking Spaces. The ingress and egress areas of the terminal parking lot are deemed common use spaces. The initial allocated, selected, and assigned Parking Spaces of CONCESSIONAIRE are deemed exclusive use areas while assigned to CONCESSIONAIRE. 3. Rental for Parking Spaces:Sales Tax. CONCESSIONAIRE shall pay to CITY,without notice or demand, for the right and privilege of doing business at the Airport via occupancy of the Parking Spaces a monthly rental rate of $30.00 per individual parking space multiplied by the total number of spaces occupied by CONCESSIONAIRE. The monthly rental rate is subject to change annually during the terms of the agreement up to $1.00 per individual parking space per year. The Parking Spaces rent is due on or before the 1 st day of each month beginning on the Effective Date. The Parking Spaces rental rate is based on the average cost of providing vehicular parking areas for tenants and passengers using the Airport, and such Parking Spaces rental rate is subject to change annually during the term of this Agreement, effective on and after the yearly anniversary date of this Agreement, upon advance written notice to CONCESSIONAIRE. CONCESSIONAIRE shall be obligated to pay the new Parking Spaces rental rate beginning on the date shown in the notice; and the subsequent monthly amount due from CONCESSIONAIRE will be modified accordingly. CONCESSIONAIRE shall, in addition to paying rent on the Parking Spaces, also pay any applicable sales tax due for the Parking Spaces allocated to CONCESSIONAIRE. 4. Reallocation of Parking Spaces. At the end of the second anniversary of the effective date of this Agreement, the Parking Spaces assigned by initial allocation to CONCESSIONAIRE may,in the sole discretion of the CITY, be reallocated in the event that at least one individual rental car concession operator has up to 10% variance in market share for the immediate previous 12-month measurement period of the Agreement. "Market share," for the purposes of this Agreement, means the amount, expressed as a percentage, equal to the quotient of (i) CONCESSIONAIRE'S Gross Revenues (as such term is defined in this Agreement)duringthe immediately preceding 12-month period divided by(ii)the sum of the 5 Gross Revenues of CONCESSIONAIRE and all other rental car concession operators during such 12-month period. The City shall endeavor to retain the reallocated parking spaces in the same general area as the previously allocated parking spaces, considering the requirement for all rental car concession operators to retain a certain number of front-end parking spaces. In the event of a reallocation of terminal ready/return parking spaces, CONCESSIONAIRE shall be provided with an updated list of Parking Spaces, such list then replacing the previous list, being incorporated by reference without need of a formal amendment to this Agreement and forming part of Exhibit C as if such list were originally set out here in this Agreement. 5. Ready/Return Parking Lot SiLsnage. In the event CONCESSIONAIRE desires to add a company logo or other identifier on the parking space identification signage for any of CONCESSIONAIRE'S Parking Spaces, CONCESSIONAIRE shall provide the CITY the finished signage faceplate complete with logo/identifier and space number (with the City providing the sign pole), such signage markings being subject to the final approval of the Director. The CITY shall be responsible for acquiring and installing all other signage in the terminal ready/return parking lot. The CONCESSIONAIRE shall be responsible for the cost of the branded sign logo/identifier to be installed on the City owned sign. E. Quick Turnaround Area Facility. Common use areas and exclusive use areas in the Airport QTA facility are leased to CONCESSIONAIRE as follows: 1. Allocation of QTA Facilities: Location. The allocation of QTA facility space to include office and service/maintenance space; queuing lanes; fuel positions; car wash bays; and support/storage areas(collectively, "QTASpace"),will be made by the CITY on or about the Effective Date, based upon the initial MAG amount submitted CONCESSIONAIRE, in response to the City's RFP, as measured against the MAG amounts submitted by all rental car concession operators. The rental car concession operator who submitted the highest MAG will choose their preferred QTA Space location first; the operator who submitted the second highest MAG will choose their preferred location next from the remaining available locations; and selections of the remaining locations will continue in the same manner and descending MAG order until all rental car concession operators have selected a location. If CONCESSIONAIRE, immediately prior to the execution of this Agreement,was a current rental car concession operator at the Airport, CONCESSIONAIRE may elect to, upon its turn in order of MAG priority and subject to such space remaining available, retain its existing QTA Space location. The foregoing notwithstanding, consideration may be given by the CITY, in its sole discretion, to determine the location of CONCESSIONAIRE'S QTA Space to minimize relocation costs and to balance the utilization of all QTA locations. Exhibit D depicts the entire QTA facility location and its boundaries. CONCESSIONAIRE'S specific allocated QTA Space at the facility is as shown in Exhibit D. 2. Designation of QTA Facility Space. CONCESSIONAIRE'S allocated QTA Space is deemed an exclusive use area. The walkways, sidewalks, fueling stations and lanes, the car wash bays, employee parking areas,vehicle loading lanes,temporary vehicle parking lanes, and 6 the ingress and egress to the QTA facility are deemed common use areas. The queuing lanes, as depicted in Exhibit D, are provided for daily use by CONCESSIONAIRE for parking its vehicles as rentals in the QTA. The parking lanes located on the northeast side of the QTA facility are provided for use by CONCESSIONAIRE solely for the temporary, short term storing of its vehicles for daily use at the QTA. 3. Rental for QTA Space a. CONCESSIONAIRE shall pay to CITY,without notice or demand, for the right and privilege of doing business at the Airport via occupancy of the QTA Space and use of the facilities an annual rental rate of$8.00 per square foot for the areas designated on Exhibit F as office/administration space, such area being 1,700 square feet, for a total annual amount of $13,600.00, paid in equal monthly installments of 1 133.33. b. CONCESSIONAIRE shall pay to CITY an annual rental rate of$6.30 per square foot for those areas designated on Exhibit F as shop/maintenance space, such area being 1,550 square feet, for a total annual amount of 9 765.00, paid in equal monthly installments of$813.75. c. CONCESSIONAIRE shall payto the CITY an annual rental rate of$0.50 per square foot for the CONCESSIONAIRE'S pro-rata share of the area designated on Exhibit D as the queuing lanes and parking lanes and on Exhibit E as fuel positions; car wash bays and support/storage. d. All QTA rent shall be paid by CONCESSIONAIRE on or before the 1st day of each month beginning October 1, 2024. e. The annual QTA rent is based on the amounts shown in the Airport's third-party appraisal report. Rental rates for all Airport real properties are adjusted on a five- year cycle and are based on a fair market appraisal conducted by the City. The most recent fair market appraisal was conducted in May 2023. For purposes of determining the fair market value by appraisal, the values determined by the appraiser are final. Should the QTA Space rental rate change, CITY shall provide not less than 60 days advance written notice of any change; CONCESSIONAIRE shall be obligated to pay the new annual QTA Space rental rate on and after the effective date of the change; and the annual amount due (and pro-rate monthly amount due)will be modified accordingly. Article IV. GUARANTEED CONCESSION REVENUES A. Concession Fee In exchange for the privilege of conducting and operating a Concession at the Airport, CONCESSIONAIRE shall pay to CITY, without notice or demand, an annual concession fee("Concession Fee"). The Concession Fee for the first year of the Agreement is defined to be (i) a percentage fee ("Percentage Fee") equal to 11% of CONCESSIONAIRE'S annual Gross Revenues ("Required Percentage") or (ii) the MAG amount proposed and promised by CONCESSIONAIRE pursuant to the City's RFP, whichever is greater. The first year's baseline MAG amount to be paid by CONCESSIONAIRE is 7 $811,739.00.Any concession recovery fee or recoup mentfee stated on a customer invoice and charged to the customer by CONCESSIONAIRE shall not exceed 12.36% of the total charge to the customer prior to the assessment of the concession recovery fee or recoupment fee. B. Monthly Gross Revenue Statement: Due Date. On or before the 15th day of each month, CONCESSIONAIRE shall provide CITY with its Gross Revenues Statement. A blank copy of the required form of the Gross Revenues Statement is attached to this Agreement as Exhibit G. C. Concession Fee: Remittance On or before the 25th day of each month, CONCESSIONAIRE shall remit 1/12th of the MAG or Required Percentage based on the Monthly Gross Revenue Statement. A Concession Fee payment shall be considered late if not received by the City by the 30th day of each month. D. Gross Revenues — Included. For the purposes of this Agreement, "Gross Revenues" means the total amount charged to customers by CONCESSIONAIRE whether by cash, credit or otherwise, including any separately stated fees and charges related to CONCESSIONAIRE'S rental car business as authorized by this Agreement, any activities related directly to that business, and any other business operations of CONCESSIONAIRE in the rental car areas or elsewhere attheAirport including, but not limited to,theAirport's terminal,fixed base operators' locations, the QTA, and other Airport property. Gross Revenues applies to all cars supplied by CONCESSIONAIRE to its customers at the Airport without regard to the manner in which or place at which a rental car agreement is entered into and without regard as to whether the car is owned, leased, rented or otherwise held by CONCESSIONAIRE. Revenues which may be derived from sources similar but not identical to those described in this Agreement are required to be included in Gross Revenues.All revenue is included in Gross Revenues unless specifically excluded bythis Agreement. For the avoidance of doubt, and not as a limitation on the general applicability of the foregoing definition of Gross Revenues, it is agreed and understood that Gross Revenues expressly includes, but is not limited to: 1. Time and MileaLse. Fees for the rental or leasing of vehicles pursuant to daily or time charges and/or mileage charges and fees; 2. Vehicle Registration Recovery/Recoupment Fees. Fees charged to customers for CONCESSIONAIRE'S recovery or recoupment of vehicle tax, title, and licensing or registration fees for its fleet vehicles; 3. Fuel. Fees for all fuel options collected from or charged to customers such as, but not limited to, prepayment of fuel, refueling (including charges for fuel and refueling services), and any other charges related to fuel, fuel replacement, and/or servicing and including all monies collected from and/or charged to customers in advance for fuel pursuant to a rental agreement; 8 4. Insurance. Premiums and any other fees and charges for acceptance of all types of insurance and/or insurance supplements including, but not limited to, personal accident insurance, personal effects insurance, baggage insurance, liability insurance, medical protections and coverage, and personal effects protection insurance; 5. Waivers. Fees and charges for all types of acceptance of insurance waivers or loss or damage waivers of all types such as, but not limited to, loss damage waiver, collision damage waiver, partial waivers, and windshield damage waivers; 6. Upgrades. Exchanges. and Special Fees. Fees and charges for all vehicle upgrades and exchanges and all one-way, inter-city, or special surcharges and similar fees; 7. Additional Equipment. Fees and charges for additional equipment, communications, and technology including, but not limited to, infant car seats, child restraint seats, car racks, radios, phones, navigation,Wi-Fi, satellite services, and sound systems; 8. Miscellaneous and Optional Fees/Charges. Fees and charges for all miscellaneous items and services including, but not limited to, additional drivers, drivers under a certain age, keys, cleaning of vehicles, roadside assistance, towing, and valet services; fees charged for charged for government rentals including any "Government Administrative Rate Supplement(GARS)" or similar fee; and fees charged to customers carbon offset or other environmental programs; 9. Contracted Services. Fees generated from contracted services with other Airport concessionaires, users, and tenants, and any other third parties; 10. Concession Recovery/Recoupment Fees. Fees charged to customers for CONCESSIONAIRE'S recovery or recoupment of the amount of the Concession Fee paid to the City (not to exceed the limitation amount stated elsewhere in this Agreement); 11. 0 ep rating Costs. Charges to recover any of CONCESSIONAIRE'S operating costs including, but not limited to, franchise fees and other taxes or surcharges levied on CONCESSIONAIRE'S activities, facilities, equipment, real or personal property, payroll taxes, income taxes, and taxes on frequent flyer miles paid directly to an airline; and 12. Other. Any and all other fees and charges charged to a customer and all receipts, compensation, revenue, or other consideration received or accrued to CONCESSIONAIRE, CONCESSIONAIRE'S franchisor or any other affiliated person or entity for or on account of the CONCESSIONAIRE'S rental car concession, its operations, or its fleet of vehicles, unless specifically excluded in this Agreement. C. Gross Revenues—Excluded. Unless revenues from CONCESSIONAIRE'S rental car business 9 are expressly and specifically excluded from Gross Revenues under this Agreement ("Allowable Exclusions"), such revenues must be included in Gross Revenues. CONCESSIONAIRE may expressly exclude from Gross Revenues the following Allowable Exclusions; such items being specifically excluded from Gross Revenues in this Agreement as follows: 1. Customer Facility Charge. Monies collected by CONCESSIONAIRE from CONCESSIOAIRE'S customers who rent or otherwise enter into a similar arrangement for the use of a car with CONCESSIONAIRE and who incur customer facility charges for each transaction day as mandated by and in accordance with City law("CFC") for the benefit of CITY and the Airport, as such CFC rate amount may be determined by CITY during the term of this Agreement. For the purposes of this Agreement, "transaction day" means that period a car is rented to a customer for twenty-five(25) or fewer hours for the initial or first transaction day and any portion of one or more additional twenty- four-hour period(s) for each transaction day thereafter. CFCs shall be identified on separate lines on the customer contract, before taxes, and shall be described as the "transaction fee"or"airport facility fee." While the monthly Gross Revenues statement includes a line for reporting of CFCs, such CFCs do not constitute a Gross Revenue of CONCESSIONAIRE. 2. Taxes. Monies collected from CONCESSIONAIRE'S customers for federal, State, City, or other local/municipal taxes levied on the rental transaction or the sale to the customer of ancillary products or services which are required by law to be charged to customers and remitted to a taxing authority. These taxes shall be separately stated (separate line item) and computed on the rental agreements and identified for the customer. It is agreed and understood that neither the CFC, nor the Concession Fee payable by CONCESSIONAIRE pursuant to this Agreement, nor the Airport Security Fee (below) constitute a tax. 3. Recovery of Actual Dama Lies/Loss/Co nversion. Monies received by CONCESSIONAIRE as reimbursement or compensation for actual damages to, or loss or conversion of,vehicles rented to customers at the Airport,whether paid by customer, an insurance company, or other third party. 4. Local or National Discounts. Any local or national discounts provided to customers at the time of rental, separately stated on the customer's rental agreement, and discount taken on customer's receipt upon vehicle return; provided, however,that any discount, dividend, rebate, or other reduction in charges applied retroactively (i.e., after completion of the rental transaction at the time of vehicle return), including volume discounts and other corporate business incentive programs of CONCESSIONAIRE(e.g., corporate/commercial discounts or dividends) are not an Allowable Exclusion from Gross Revenues. 5. Airport Security Fee. Monies collected from CONCESSIONAIRE'S customers for the 10 Airport Security Fee, as described previously in this Agreement. 6. Tickets/Fines/Tolls and Towing. Amounts received by CONCESSIONAIRE as payment from customers for red light tickets; parking tickets; other governmental fines and fees associated with such tickets; towing; and impounded vehicles. For clarity, any administrative fees that may be charged by CONCESSIONAIRE to its customers(related to this allowed exclusion from Gross Revenues) are expressly not permitted to be excluded. D. Gross Revenues — Prohibited Reductions.CONCESSIONAIRE is prohibited from reducing Gross Revenues by any of the following: 1. Volume Discounts and Rebates. Corporate or volume discounts or rebates, unless CONCESSIONAIRE can establish for each corporate or volume customer invoice: (a) the amount of the discount or rebate; (b) that the customer has a contractual right to the discount or rebate; and (c) that the amount CONCESSIONAIRE claims as an exclusion from Gross Revenues is attributable to rental car transactions at the Airport by that corporate or volume customer. Furthermore, even if the above criteria can be established for each corporate or volume customer invoice, Gross Revenues may not be reduced by corporate or volume discounts or rebates unless the discount or rebate: (i) is documented for each transaction day of a customer during a given month and (ii) the necessary transaction information and documentation is timely submitted with CONCESSIONAIRE'S monthly Gross Revenues report. 2. Credit for Out-of-Pocket Purchases. Credits or refunds given to CONCESSIONAIRE'S customers or deductions or credits made on rental car agreements or receipts for such things as out-of-pocket purchases of fuel, oil, or emergency services, without limitation, regardless of where such purchase is made or provided, may not be deducted from Gross Revenues. 3. Bad Debts. Any charge that CONCESSIONAIRE customarily incurs or makes for goods and services even though CONCESSIONAIRE fails, or failed, to collect such a charge may not be deducted from Gross Revenues (i.e., no chargebacks of bad debt permitted). E. Overpayment/Underpayment of Concession Fee and Other Amounts. If the aggregate Concession Fee due for anyyear of this Agreement exceeds the greater of(i)the MAG applicable to such year or(ii) a Percentage Fee equal to the Required Percentage of its Gross Revenues for such year, the overpayment shall be credited to CONCESSIONAIRE'S account as CITY may determine; provided, however, in no event shall CONCESSIONAIRE take a credit against any subsequent Concession Fee or other payment owed to CITY for any such overpayment without the prior approval of the CITY. CONCESSIONAIRE shall have no right to set off or off-set any Concession Fee or other payment owed to CITY under this Agreement against any amounts that may be payable by CITY to CONCESSIONAIRE unless such credit is issued by the CITY. If the 11 aggregate Concession Fee payments made for any year of the Agreement is less than the greater of either the (i) MAG, as may be applicable in this Agreement, or (ii) the Required Percentage of CONCESSIONAIRE'S Gross Revenues for such year, CONCESSIONAIRE shall pay the balance due to CITY within 30 days after receipt of an invoice. F. MAG Adjustment. In the event that the total number of scheduled deplaning passengers at the Airport for any month during the Term of this Agreement declines to a level lower than seventy- five percent (75%) of the number of deplaning passengers for the corresponding month of the prior Fiscal year, Airport Director may, in his sole and absolute discretion, adjust the MAG Amount until such time as scheduled deplaning airline passengers at the Airport recover to a level greater than seventy-five percent (75%) of the number of deplaning passengers for the month prior to the initial month of the adjustment. Article V. CUSTOMER FACILITY CHARGES A. Customer Facility Charge (CFC) Program. CITY instituted a CFC program in 2010 for the benefit of the Airport and City,such program being enacted pursuant to Ordinance No.028575, as it may be amended from time to time, which is codified in the Corpus Christi Code of Ordinances. CONCESSIONAIRE, upon execution of this Agreement, understands and agrees that its performance of the Concession granted pursuant to this Agreement is subject to all provisions of Ordinance No. 28575, as amended, and the failure of CONCESSIONAIRE to strictly comply with Ordinance No. 28575, as amended, shall constitute a material breach of CONCESSIONAIRE'S authorization to conduct its Concession and transact business at the Airport and shall also constitute a material breach of the Lease. B. CFC Payment Due. On or before the 20th day of each month, beginning the second month of this Agreement, CONCESSIONAIRE, without notice or demand, shall remit to CITY the total CFCs collected, or that should have been collected, on all rental cartransactions originating at the Airport duringthe preceding month.As of the effective date of this Agreement,the CFC rate amount is$5.50 per customer per transaction day. C. CFC Calculation. In accordance with Ordinance No. 28575, as amended, each April during the term of this Agreement, the Director shall recalculate the CFC to be effective October 1 st of the same year. The Director shall consider any written comments of the CONCESSIONAIRE regarding any necessary adjustment of the CFC rate amount, but the Director, with the concurrence of the City's Director of Financial Services, has the sole and final determination of the CFC rate amount. Should the CFC rate amount increase, the Director shall endeavor to provide CONCESSIONAIRE with not less than 60 days advance written notice of any change; CONCESSIONAIRE shall be obligated to charge the new CFC rate amount per customer per transaction day; and the new CFC rate amount will remain in force unless and until subsequently modified. D. CFC Fiduciary Relationship: Segregation. All CFCs collected by CONCESSIONAIRE are and 12 shall be funds held by CONCESSIONAIRE intrust for the CITY for the benefit of the Airport and recognizing the third- party beneficiary status of any holders of any debt obligations issued by the CITYforthe benefit of the Airport. CONCESSIONAIRE and its agents hold only a possessory interest in the CFCs and no equitable interest. CONCESSIONAIRE shall segregate, separately account for, and disclose all CFCs as trust funds in their financial statements and shall maintain adequate records that account for all CFCs charged (or that should have been charged) and collected (or that should have been collected). Failure by CONCESSIONAIRE to segregate the CFCs shall not alter nor eliminate their trust fund nature.The CITY shall have the right to audit the CFC records of CONCESSIONAIRE upon reasonable notice. E. CFC Annual Certified Report. CONCESSIONAIRE shall provide a detailed annual CFC report within 90 days after the close of the contract year of this Agreement-containing all information regarding CFC collections and remittances required in prior annual reports submitted to CITY, or as may be required by CITY. The CFC annual report must be in a form acceptable to the Director and CITY. Each annual report must be certified and signed by an officer of CONCESSIONAIRE attesting to the accuracy of the data and information presented in the report. If the annual CFC report reveals, after review and verification by the CITY, that the CONCESSIONAIRE has overpaid its CFCs, the amount shall be handled by issuance of a credit memo by CITY'S Department of Aviation against the next pro rata monthly CFC payment due from CONCESSIONAIRE following the statement. Failure on the part of CONCESSIONAIRE to submit this required certified annual statement by the close of business on the latest date due will result in the assessment of a late fee of$200.00 for anyfraction of a calendar month during which the statement is past due, with such late fee being cumulative in nature should such failure to submit continue beyond 30 days. F. Contingent Fee. If, in any Concession Agreement year, the projected amount collected through CFCs is expected to be insufficient to meet the applicable reserves for QTA debt and expense obligations of the City, CONCESSIONAIRE agrees to pay an additionalfee at the times and in the same manner as CFC fees are to be paid as required bythe terms of this Agreement, in an amount determined by the City in its sole discretion (after allocating the amount of the additionalfee among all concessionaires operating a rental car concession attheAirport based on their pro rata share)that shall be sufficientto provide funds in an amount at least equal to the difference between the projected CFC collections for such year and the amount necessary to meet the applicable debt and expense requirements, which additional fee shall be referred to in this Agreement as the "Contingent Fee." G. Authorized Uses of CFCs. Pursuant to ordinance adopted by the City (see Chapter 9 of the City Code), CFCs are only authorized to be used by the City for the following City-incurred expenditures: costs associated with the design, acquisition, planning, development, construction, operation, maintenance, repair, equipment, and replacement of facilities and related improvements made use of in or connected to the business of renting cars at the airport. Any or all of the CFCs collected may be pledged to the punctual payment of debt service on obligations(and any other pecuniary obligation)issued by or on behalf of the City for the benefit of the Airport for the cost of the car rental portion of facilities, parking lots, buildings, and other 13 improvements, and to create and maintain reasonable City operating and maintenance reserves as well as capital asset repair and replacement reserves. Eligible costs for the car rental facilities and related improvements include all costs,fees, and expenses associated with the City's design, acquisition, planning, development, construction, equipping, operation and maintenance, capital repair and replacement, and site improvement. Nothing herein shall be construed to make fees, costs, or expenses incurred in tenant improvements for space exclusively used by a car rental company ineligible. "Equipping," for the purposes of this section, is limited to providing necessary equipment within the common use areas and car maintenance bays of the car rental facilities. "Operation and maintenance," for the purposes of this section, does not include fees, costs, or expenses incurred for or associated with consumables, such as paper supplies, oils and lubricants, or other products used in the business of the car rental facilities. Pursuant to the Texas Constitution, CFCs, as revenue of the City, may not be expended for the benefit of any private person or entitywithout a municipal public purpose and benefit being provided for and accomplished. Article VI. OTHER CONCESSION — RELATED FEES AND CHARGES A. Airport Security Fee. As deemed necessary, the Director, in his/her sole discretion, shall hire security personnel and/or install security equipment as required by current and future FAA mandates for security of the rental car operation areas and related facilities, for which the CONCESSIONAIRE shall charge its customers $.50 per transaction day as an Airport Security Fee. This charge must be added to every car rental agreement. On or before the 20th day of each month of this Agreement, CONCESSIONAIRE, without demand or notice, shall remit the Airport Security Fees due to CITY. The Airport Security Fee rate amount is subject to change annually on October 1 st of eachyear during the term of this Agreement. B. QTA Fueling Facilities; Charges and Deposits. 1. City agrees to purchase and have delivered to the QTA regular grade unleaded fuel and standard grade vehicle oil to be utilized by CONCESSIONAIRE for use in conducting the required Concession operation. CONCESSIONAIRE agrees to purchase and use only the fuel from the fueling station at the QTAfor allvehicles used as rentalvehicles atthe Airport. Failure to purchase fuel solely from the QTA shall be considered a material default under the terms of this Agreement, unless such fuel in unavailable from CITY or CITY provides prior written consent. CITY shall make a good faith effort to obtain an acceptable grade and quality of fuel and oil at the lowest cost available and have an adequate fuel and oil supply available at all times unless the availability or supply of fuel and oil is disrupted due to reasons beyond the reasonable control of CITY. 2. CITY shall provide CONCESSIONAIRE fuel keys in a quantity sufficiently reasonable to allow CONCESSIONAIRE to fuel its vehicles without disruption, such quantity as may be determined by the Director in consultation with CONCESSIONAIRE. The fuel keys provided activate both the fuel pumps as well as the entrance and exit gates. CITY'S computerized 14 fuel management system will track fuel dispensed to CONCESSIONAIRE.Any shortages or variations of fuel and oil inventories not directly attributable to the actions of CITY will be charged to CONCESSIONAIRE based on Market Share if the variation or shortage cannot be reconciled. 3. The cost of oil and of fuel per U.S. gallon charged to CONCESSIONAIRE will be based on CITY'S contract cost per gallon(including all applicable taxes, surcharges,delivery charges, and fees, as well as eligible discounts and volume rebates obtained by CITY) plus a per gallon dispensing fee for oil and per gallon QTA fuel fee as set forth annually in the Airport Schedule of Rates & Fees. CITY shall invoice CONCESSIONAIRE monthly for the Fuel and Oil Charge at the QTA for any quantity of oil and/or fuel that was dispensed by CONCESSIONAIRE into its Concession vehicle inventory, plus any applicable variation or shortage amount. The invoice will list the total oil and fuel amounts by gallons for the preceding month, applicable taxes and destination charges, the price per gallon, and the charges due to CITY, and such invoice will be provided to CONCESSIONAIRE by the 20th day of each month. CONCESSIONAIRE shall remit payment per the invoice for all oil and fuel dispensed and associated fees on or before the 30th of each month. 4. Failure by CONCESSIONAIRE to pay one or more invoices in a timely manner may result in CITY denying access to the fuel system (by deactivating CONCESSIONAIRE'S fuel keys), in addition to all other remedies available to CITY in this Agreement, and such access to the fueling system will remain suspended until all amounts owed to CITY are paid in full. 5. A security deposit in the form of a bond, certified check, cashier's check, or other form of security acceptable to CITY equal to two months' of the average amount of fuel pumped for the previous six months (or, if six months of data is unavailable, the two months of the highest average of available fuel dispensing data for any car rental operator at the QTA)will be required prior to the activation of CONCESSIONAIRE'S fuel key access. If CONCESSIONAIRE does not provide a reasonable estimate for the purpose of establishing the security deposit requirement, the City will set the security deposit amount required at its sole discretion. City shall draw against such security depositwhen Concessionaire does not remedy payment after notice and opportunity to cure set forth above in subsection (6). Concessionaire will be required to restore the security deposit balance to the required amount within five (5)working days of written notice of draw down. 6. CONCESSIONAIRE shall use the fueling system and all associated apparatus in accordance with all safety directives and instructions. CONCESSIONAIRE shall immediately notify Airport personnel in writing, as outlined in the Operations Manual(such manual as later described in this Agreement), of any safety or hazardous conditions that may exist with regard to the fueling system, fueling stations, and associated apparatus. CITY, or its contractor, shall provide safety training regarding the fueling facility, systems, and apparatus to CONCESSIONAIRE prior to date of occupancy of the QTA by CONCESSIONAIRE. CONCESSIONAIRE is fully responsible for and shall hold CITY 15 harmless from CONCESSIONAIRE'S misuse or negligent use or operation of the fueling system and for any damages or injuries incurred as a result of such misuse or negligent use or operation. 7. City shall perform all required maintenance of CITY'S fueling system at the QTA. City shall also ensure that monthly leak detection is fully operational and in compliance with all applicable federal, State, and local laws, rules, and regulations governing the functional operation of the fueling system. Article VII. GENERAL PAYMENTAND TRANSACTION PROVISIONS A. Limitation as to Concession Recovery or Recoupment Fee. CONCESSIONAIRE shall not notate the Concession Fee payable to CITY as an "Airport Concession Fee" on customer invoices nor use any other explanation that would indicate or suggest to customers that the Airport has imposed a fee on each rental car transaction. Any concession recovery fee or recoupment fee stated on a customer invoice and charged to the customer by CONCESSIONAIRE shall not exceed 12.36% of the total charge to the customer prior to the assessment of the concession recovery fee or recoupment fee. B. Credit Transactions. CONCESSIONAIRE shall have the right to conduct all or a part of its business on a credit basis; provided, however, that the risk of such operation shall be borne solely by CONCESSIONAIRE, and CONCESSIONAIRE shall pay Concession Fees on all such credit transactions and report all sales, charges, and receipts, both cash and credit, in its monthly Gross Revenues statements to CITY. C. Transaction Data and Information Records. Upon commencement of this Agreement, CONCESSIONAIRE shall collect and retain transaction data, includingthe number of rental car transactions,date and time of each rental car transaction,the number of rental car transaction days per customer, and any other data, unit of measure, or information which is required to produce any written reports submitted to City pursuant to this Agreement and as may be reasonably determined by CITY as necessary to quantify daily transaction activities of CONCESSIONAIRE conducted orengaged in as partofthisAgreement.The data and information collected and retained by CONCESSIONAIRE shall be typical data and information utilized by the rental car industry in similar passenger airline and airport programs where a CFC is collected and remitted. The CITY may request this transaction data and information from time to time during the term of this Agreement, and CONCESSIONAIRE shall, upon CITY'S request, provide to CITY or a designated agent of CITYwithin 30 days of such request a transaction data report for CONCESSIONAIRE'S rental car activity and any other car rental-related transactions conducted during any monthly period(s) requested during the term of this Agreement, as well as any comparative historical transaction data collected during the 2016 and 2017 calendar years, if CONCESSIONAIRE was a former rental car concession operator with the City. D. Diversion Prohibited. Diversion,through direct or indirect means, of Concession Fee revenue 16 from the inclusion in Gross Revenues is prohibited. Diversion includes, but is not limited to, the occurrence or existence of the following: a shortage of rental cars at the Airport while having rental vehicles available elsewhere in the Corpus Christi metropolitan area; renting such a car to a potential customer that arrived at the Airport and not including the resulting rental car revenue in Gross Revenues; and the taking of a reservation, advertising, or suggesting to a potential customer arriving at the Airport that the customer rent a car at a location other than at the Airport regardless of the reason and not including the revenue resulting from such transaction in Gross Revenues. In addition to all other remedies available by law, CITY may terminate this Agreement upon a determination bythe Directorthatthe CONCESSIONAIRE has intentionally diverted Concession Fee revenue from Gross Revenues or failed to include the same in Gross Revenues as described in this Agreement. E. Payable When Due: Interest. All payments required to be made by CONCESSIONAIRE pursuant to this Agreement(whether related to the Concession, the Lease, or otherwise) shall be made without notice or demand from CITY on or before the date due in legal tender of the United States of America at CITY'S administrative office at the Airport, or at such other place as the CITY'S Director of Financial Services may designate in writing. Any amount payable to CITYwhich is not, or has not been, paid by CONCESSIONAIRE when due shall incur a $200 late fee per occurrence remitted by CONCESSIONAIRE. Payments due from CONCESSIONAIRE will be received by CITY only on standard business days Monday through Friday and during standard business hours 8 a.m. to 5 p.m. Payments will not be considered late if the date due falls on a weekend or CITY holiday, provided, payment is received on the next business day. Payment by CONCESSIONAIRE and acceptance by CITY of an overdue payment, a late fee, accrued interest, or any of the foregoing,shall not be construed as a waiver orforfeiture of any other rights or remedies of CITY contained elsewhere in this Agreement or as provided by law. For the purposes of this Agreement, the date payments are received by CITY shall be the U.S. Postal Service cancellation date on the envelope transmitting the payment, or the date such payment is received in the administrative office of the Airport by a CITY employee if the payment is hand delivered. F. Dispute as to Amount Due: Failure to Pay When Due. In the event of a dispute as to the amount due or to be paid by CONCESSIONAIRE of any rental, fee, or charge under this Agreement, CONCESSIONAIRE shall describethe basisforsuch dispute in writingand submit it to the CITY alongwith the required payment amount and any supporting data or information on or before the date due. The CITY shall investigate the basis of the dispute and respond in writing within 30 days. The CITY may accept without prejudice the sum tendered and, if a deficiency is determined, any late fee and/or interest due shall apply only to such deficiency amount. If CONCESSIONAIRE fails to pay any amount due, any surcharge or amount assessed in accordance with this Agreement,or any increase in a rental rate,CFC rate,or other fee or charge pursuant to this Agreement when the fee, charge, or increase is due, the Concession granted under this Agreement may be terminated at the sole discretion of the City; if so terminated, CONCESSIONAIRE shall vacate the Leased Premises following 60 days written notice from the CITY. 17 G. Accrued Fees:Subsequent Fees. CONCESSIONAIRE shall not be relieved of its obligation to pay all rents, fees, and charges due to the lapse of time, arising from CONCESSIONAIRE'S right of termination, or otherwise, which have accrued during the period in which this Agreement is in effect(including any holdover period)and which are unpaid at the time of expiration or earlier termination of this Agreement or that are accrued and unpaid upon the end of any holdover period in the Leased Premises. CONCESSIONAIRE shall also not be relieved of its obligation to pay all subsequent fees and charges which may be reasonably assessed to CONCESSIONAIRE caused by excessive wear and tear in the Leased Premises; damages caused by CONCESSIONAIRE, its employees, guests, contractors, and subcontractors while occupying the Leased Premises; and any other fees and charges which may be incident to CONCESSIONAIRE'S occupation or use of the Leased Premises. H. Performance Bond. CONCESSIONAIRE shall post with CITY a performance bond to be maintained for the term of this Agreement for an amount equal to the initial MAG amount. This financial guarantee may be in the form of a surety bond or a cashier's check made payable without recourse to the CITY of Corpus Christi. If CONCESSIONAIRE submits a bond, then the bond must be issued by a surety company acceptable to CITY, having a rating of "A" from AM BEST, MOODY'S, or STANDARD &POOR'S, and authorized to do business in the State of Texas, and the bond must be in a form and content satisfactory to the CITY. It is the responsibility of the CONCESSIONAIRE to ensure that the performance bond does not expire during the term of this Agreement and that a renewal bond is received by the CITY prior to the date of the previous bond's expiration. Expiration of the bond will result in a $300.00 penalty payable to CITY, with the same penalty amount being assessed by CITY for each successive month or fraction of a month until a new bond is received, and such surety bond expiration event may further result in the termination of this Agreement by CITY. If CONCESSIONAIRE terminates the Agreement (either voluntarily or involuntarily) before the completion of the full term, then CONCESSIONAIRE shall be responsible for a full 12 months of the MAG; further, in addition to remaining liable for any Lease payments,the CONCESSIONAIRE must pay another six months of the MAG or until CONCESSIONAIRE'S spot is filled to ensure that the CITY is made whole. I. Verification Regarding Israel. In accordance with Chapter 2270, Texas Government Code, CITY may not enter into a contract with a company for goods or services unless the contract contains a written verification from the companythat it:(i)does not boycott Israel and(ii)will not boycott Israel duringtheterm of the contract.The signatory executingthis Agreement on behalf of the CONCESSIONAIRE verifies that the company does not boycott Israel and will not boycott Israel during the term of this Agreement. Article VIII.GENERAL PAYMENT AND TRANSACTION PROVISIONS A. Financial Books and Records;Audit. CONCESSIONAIRE shall maintain a true and accurate set of books and records which, among other things, show all sales made and services performed for cash, credit, or otherwise. CITY may audit CONCESSIONAIRE'S books and records at anytime by a Certified Public Accountant("CPA") selected by the CITY. If the CPA'S 18 report discloses an error in CONCESSIONAIRE'S books and records resulting in an underpayment to CITY greater than two percent of the annual Concession Fee due, all expenses of the audit shall be paid by CONCESSIONAIRE together with any sum disclosed by the audit to the CITY. Furthermore, CONCESSIONAIRE shall pay CITY an underreporting penalty of 50% of the total amount due. Ina[[other cases, CITY shall pay the cost of the audit. The final report of the Certified Public Accountant retained by CITY is conclusive and binding upon both parties. B. Year-End CPA Statement and Opinion CONCESSIONAIRE shall employ, or contract with, an independent CPAwho shall furnish,within 90 days afterthe close of each contractyear of this Agreement, a written certification statement to CITY stating that, in their opinion, the Concession Fee paid by CONCESSIONAIRE to CITY during the preceding contract year was made in accordance with the terms of this Agreement. Such statement shall cover the dates of the immediately prior contract year of this Agreement only, not the CONCESSIONAIRE'S fiscalyear.Such statement shall also contain a list of the Gross Revenues by month, as shown on the books and records of CONCESSIONAIRE, and which were used to compute all rents, fees, and charges paid to CITY during the period covered by the statement. If the annual statement reveals, after review and verification by the CITY, that the CONCESSIONAIRE has overpaid its Concession Fee, the amount shall be handled by issuance of a credit memo by CITY'S Department of Aviation against the next prorata monthly payment due from CONCESSIONAIRE following the statement. Failure on the part of CONCESSIONAIRE to submitthis required certified annual statement bythe close of business on the latest date due will result in the assessment of a late fee of$200.00 for anyfraction of a calendar month during which the statement is past due, with such late fee being cumulative in nature should such failure to submit continue beyond 30 days. Article IX. CONCESSIONAIRE'S GENERAL RIGHTS AND OBLIGATIONS A. During the Term of this Agreement, CONCESSIONAIRE shall have, and CITY hereby gives and grants to CONCESSIONAIRE, the following additional rights: 1. The right, at CONCESSIONAIRE'S sole expense, to erect and thereafter maintain upon the Leased Premises such tenant improvements as may be required in connection with CONCESSIONAIRE'S operations pursuant to this Agreement and to install such equipment and facilities as CONCESSIONAIRE may deem necessary or desirable; provided, however, that no such Improvement shall be constructed, installed, or made by CONCESSIONAIRE without the prior written consent of CITY. Any such improvements cannot impede or interfere with access of, or obstruct the visibility of, other rental car operators at the Airport, and CONCESSIONAIRE covenants and agrees that, prior to the construction, installation, or making of any such Improvement, CONCESSIONAIRE shall submit the general plan, location, design, and character of such proposed improvement to CITY for approval, which approval by CITY. 19 2. The right, at CONCESSIONAIRE'S sole expense, to install and thereafter operate and maintain upon the Leased Premises illuminating and non-illuminating signs advertising CONCESSIONAIRE'S business on the Leased Premises, provided, however, that no such signage shall be installed by CONCESSIONAIRE without the prior written consent of CITY, which approval by CITY shall not be unreasonably withheld or delayed. 3. The right, at CONCESSIONAIRE'S sole expense, to remove within 10 calendar days following termination of this Agreement any signage and portable fixtures,furniture, and equipment that may have been installed In or upon, or placed at or in, the Leased Premises by CONCESSIONAIRE pursuant paragraphs (1) and (2) of this article. In the event CONCESSIONAIRE does not remove such items within the time specified, CONCESSIONAIRE agrees that CITY may remove such items at CONCESSIONAIRE'S expense and at no liability to CITY, and CITY may dispose of such signage, fixtures, furniture, and equipment by means of the CITY'S choosing (whether by sale, salvage, donation, or destruction) and without any recourse against the CITY for the value, if any, of the items so removed. Any expenses incurred by CITY because of removal are solely the responsibility of CONCESSIONAIRE. 4. The right, at CONCESSIONAIRE'S sole expense and in its efforts to comply with the requirements applicable to its rental car customers under the Payment Card Industry Data Security Standard, to use its own private computer network to ensure that its customers' credit card information is not compromised. B. CONCESSIONAIRE expressly covenants and agrees: 1. To furnish good, prompt, and efficient service to adequately meet all reasonable demands for rental car service at the Airport at a fair and reasonable price. 2. To keep the Leased Premises and other facilities provided to CONCESSIONAIRE in this Agreement open for business for such periods every day of the week for the period of time commencing fifteen (15) minutes prior to the first air carrier arrival and endingthirty (30) minutes after the last air carrier arrival including any delayed or diverted air carrier operations. In the event of diverted air carrier operations, the CITY shall notify CONCESSIONAIRE in advance of the need for CONCESSIONAIRE to remain open to accommodate the passengers on such diverted flight. Failure to comply with this provisions shall result in the assessment of liquidated damages of $100 for every hour or portion of hour that a counter is not open. Repeated incidences of failure to comply with this provision shall result in the assessment of liquidated damages of $200 for every hour or portion of hour that a counter is not open. 3. To ensure that CONCESSIONAIRE'S employees and personnel performing any work or services pursuant to this Agreement are neat in appearance, clean, and courteous, and 20 shall not permit its employees, representatives, agents, or contractors to conduct business in a loud, noisy, boisterous, offensive, or objectionable manner nor to solicit business in any manner whatsoever outside any space leased, allocated, or assigned to CONCESSIONAIRE. 4. To maintain, at all times and at CONCESSIONAIRE'S sole expense, all rental cars made available pursuant to this Agreement in good operative order, free from known mechanical defects, and In clean, neat, and attractive condition both Inside and outside. 5. To provide rental cars not more than three years old from the date of original manufacture when such cars are made available for rental use pursuant to the Concession granted in this Agreement. 6. To require all of CONCESSIONAIRE'S employees and personnel under its direction to parktheir personal vehicles in parking lots specifically designated as employee parking by the Director. 7. To keep, or cause to be kept, true, accurate, and complete records of business conducted pursuant to this Agreement, and CONCESSIONAIRE further covenants and agrees that CITY shall have the right, through its authorized employees, agents or representatives, to examine all pertinent records relating to Concessionaire's operations and Concession under this Agreement at all reasonable times for the purpose of determining the accuracy thereof and of the reports required to be made by it as set out in this Agreement. Such records for each contract year of this Agreement need not be retained by CONCESSIONAIRE longer than five years following the end of such Agreement year, unless CONCESSIONAIRE is aware, has been made aware, or reasonably believes that any demand, claim, loss, or litigation involving the subject matter may be contemplated or is pending. 8. To pay all expenses, as set out in this Agreement, in connection with the use of the Leased Premises occupied by it and the rights and privileges granted for the Concession including, without limitation, by reason of taxes, permit fees, license fees and assessments lawfully levied or assessed thereon, and that it will secure and maintain in force all such permits and licenses necessary to conduct lawful business operations. 9. To furnish for business use, operate, and maintain the Leased Premises provided pursuant to this Agreement and to keep the same in good order, condition, and repair, and, upon termination or earlier expiration of this Agreement, to deliver up the Leased Premises to CITY in good order, condition, and repair, reasonable wear and tear excepted. CONCESSIONAIRE further expressly agrees to make reasonable efforts, at all times, to cooperate with CITY in keeping the Leased Premises in a clean, maintained, and sanitary condition. 21 10.To ensure that any signs to be placed on or around the Parking Spaces, Leased Premises, or any other location are first approved in writing by the Director before installation and, after installation,that all such signs are kept in a good, clean, and well- maintained condition. 11 .To prohibit the staging of rental cars by its employees and personnel under its direction and will not engage In the staging of rental cars in front of the Terminal building for customer pick-up or drop-off and, if any of CONCESSIONAIRE'S cars are left in front of the Terminal building and towed away (by a company of the CITY'S choosing), to remit In full all towing, storage, and/or processing charges which may be assessed by or against the CITY. 12.To repair any damages to any interior or exterior portion of the Leased Premises directly caused by CONCESSIONAIRE'S employees, agents, representatives, contractors, subcontractors, invitees, and guests, normal wear and tear excepted, and further, that upon the failure of CONCESSIONAIRE to so repair damage for which it is deemed responsible, to reimburse CITYfor all such repairs charged back to CONCESSIONAIRE. 13.To prohibit the parking of and will not engage in the parking of CONCESSIONAIRE'S cars in parking lots on and at the Airport designated for passenger, employee, or visitor parking, regardless of if short-term, long-term, or economy facilities, in the conduct of CONCESSIONAIRE'S Concession or operations, nor use such parking lots for the storage or staging of CONCESSIONAIRE'S cars. If a rental car customer of CONCESSIONAIRE inadvertently leaves a car in a parking lot at the Airport designated for passenger, employee, or visitor parking, or If any other car of CONCESSIONAIRE is left in such a parking lot, CONCESSIONAIRE shall be required to pay all applicable parking fees to remove such cars from the parking lot. In addition to the other remedies available to CITY under this Agreement, CITY may elect to implement a rental car parking surcharge equal to triple the applicable parking lot fee, or such other fee amount solely determined by CITY, acting through its Director, as may be appropriate, to be assessed against CONCESSIONAIRE, any rental car concession operator, or any car rental company operating from an off-airport location, who repeatedly or excessively have cars located in, or otherwise use, the parking lots on the Airport designated for passenger, employee, orvisitor parking. CITY shall provide not less than 10 days written notice to CONCESSIONAIRE, or any rental car concession operator or company,who, in the determination of CITY, repeatedly or excessively uses the parking lots on the Airport that such continued use shall be subject to the rental car parking surcharge, and such CONCESSIONAIRE, rental car concession operator or company shall be obligated to remit the assessed rental car parking surcharge with the following month's Concession Fee payment to the CITY. All applicable parking fees, (including rental car parking surcharges) are subject to the general payment provisions set forth in this Agreement. 22 14.To ensure that Its employees and personnel under Its direction only wash vehicles and perform minor, daily vehicle maintenance in the service/maintenance bays at the QTA, such bays being specifically designed to capture grit, oil, and soap for proper handling and disposal and onlywash and service those cars designated to be rented in on-Airport rental car transactions for which there is a transaction record. Heavy vehicle maintenance, meaning, (i) any type of body work on a vehicle, (ii) work performed on a vehicle's drivetrain, or (iii} mechanical work of the vehicle's operating systems; (iv} any other type of service work to or on any vehicle beyond permissible minor, daily maintenance of on-Airport rental cars; and (v) any type of vehicle service or maintenance on CONCESSIONAIRE'S employees' or guests' personal motor vehicles are all strictly prohibited. 15.To conduct service and maintenance work on allowable cars at the QTAwithin the QTA's approved maintenance building area and under appropriate conditions that confine all fluid discharges to the interior of the building area. 16.To handle, store, and dispose of petroleum products, chemicals, fluids, and all other materials including, but not limited to, hazardous materials, which are owned or used by it on or in the vicinity of the Airport in accordance with all applicable federal, State, and CITY statutes, regulations, rules, and ordinances. CONCESSIONAIRE further covenants and agrees to comply with all applicable laws and permits, including the National Pollution Discharge Elimination System Permits, relating to the use, storage, generation, treatment, transportation, or disposal of hazardous or regulated substances. CONCESSIONAIRE must not use, store, treat, or dispose of any hazardous or regulated substances or waste on or near the Airport without first obtaining all required permits and approvals from all authorities having jurisdiction over CONCESSIONAIRE'S operations on or near the Airport. Should such materials be released, discharged, spilled, deposited, or escape in any way through activities of the CONCESSIONAIRE, the CONCESSIONAIRE shall be responsible for the clean-up, containment, and abatement of such waste or substance at CONCESSIONAIRE'S sole cost and expense. Should the CONCESSIONAIRE fail to do so, CITY may take any reasonable and appropriate action in the CONCESSIONAIRE'S stead, and the cost of any such remedial action by CITY shall be billed to and paid by the CONCESSIONAIRE. CONCESSIONAIRE further covenants and agrees that anyfines, penalties,orfees levied against CITY related to CONCESSIONAIRE'S action or inaction that directly or indirectly caused the Airport to fail to materially conform to all then applicable environmental laws, rules, regulations, orders, or permits shall be borne and paid by the CONCESSIONAIRE. Furthermore, CONCESSIONAIRE covenants and agrees that it shall verbally notify(a)the Director, (b)the Airport Public Safety Office, and (c) all emergency response centers and environmental or regulatory agencies, as required by law or regulation, of any such release, discharge, deposit, spill, or escape immediately upon occurrence, and to provide the Director with written confirmation of the verbal report within 72 hours.The rights and obligations set forth in this section survive termination of this Agreement. 23 17.To take all steps necessary to ensure that no waste, substance, or disposable materials are released on the ground or in the storm sewers by its employees, personnel under its direction, or any other person or entity it engages. CONCESSIONAIRE covenants and agrees to cooperate fully with the Airport in promptly responding to, reporting, and remedying, as a result of CONCESSIONAIRE'S operations, any such threat to the environment,includingtothe drainage systems,soils,groundwater, subsurface waters, or atmosphere, in accordance with applicable law or as authorized or approved by any federal, State, or local agency having authority over environmental matters. The rights and obligations set forth in this section survive termination of this Agreement. 18.To dispose of all non-hazardous trash in CONCESSIONAIRE'S own dumpsters and trash cans kept within CONCESSIONAIRE'S Leased Premises. 19.To properly dispose of or recycle ail waste oil, used automotive batteries, rags used for degreasing, hazardous materials, if any, and used tires in a timely and expedient manner so as not to accumulate such waste in quantities that would overburden housekeeping and that may trigger compliance with additional environmental, health. and safety rules or regulations and permits. CONCESSIONAIRE further covenants that it will maintain quarterly reports on the quantities of waste oil disposed of or recycled, any hazardous materials disposed of with type and volume specifically Identified, and the quantities of used tires disposed of or recycled, the method of disposal/recycling, and the name and location of the site where the disposal/recycling occurred. 20.To develop and implement a recycling program which revitalizes the resources that it uses and protects the environment. Furthermore, CONCESSIONAIRE covenants to develop and implement a training program for its employees and personnel under its control and direction which revitalizes the resources that It uses, protects the environment, and instructs CONCESSIONAIRE'S employees and personnel on proper management of waste. 21 .To abide by all applicable federal, State, and local laws, rules, and regulations and any directives issued by the Director pertaining to CONCESSIONAIRE'S use of the QTA'S fueling systems, stations, and lanes and the dispensing, storage, and handling of fuel. 22.To comply with and be subject to all applicable federal, State, and City laws, rules, and regulations pertaining to its Concession, the operation of its business at the Leased Premises, and to ensure that CONCESSIONAIRE and its employees, agents, representatives, contractors, subcontractors, and personnel under its direction at all times comply with all such laws, rules, regulations, and directives promulgated by the Directorwhile at and on the Airport and its facilities, runways,taxiways, and streets that are required or necessaryforthe safe and efficient management, operation,or use of the Airport. 24 23.To use the QTA facilities and leased QTA Space, as may be applicable, only for the fueling, vehicle stacking, vehicle temporary short-term storing, washing, cleaning, detailing, and minor maintenance of CONCESSIONAIRE'S vehicle inventory used in connection with its Concession and operations at the Airport and uses incidental and reasonably related thereto. Examples of permissible minor maintenance and servicing include such items as oil changes, tire replacement, minor brake maintenance, windshield repair, and vehicle fluid replacement. Any other maintenance beyond this general description performed at the QTA is not permitted except as expressly authorized in this Agreement or in writing by the Director. The Director, in his/her sole discretion, has the authority to allow maintenance other than what is specifically identified in this Agreement and will take into consideration the impact of any such requests on the CONCESSIONAIRE, other rental car concession operators occupying the QTA, and Airport responsibilities forthe QTA involving environmental liability, public perception, and business need. If the Director authorizes maintenance otherthan what is identified in this Agreement for one CONCESSIONAIRE, the Director will authorize such maintenance in writing to all rental car concession operators occupying the QTA. 24.To use the QTA facilities and leased QTA Space for the purposed provided in this Agreement and not for any other purpose; specifically, the QTA may not be used for (i) heavy vehicle maintenance, (ii) storage of anyvehicles used in conjunction with any off- Airport rental car concession, and (iii) storage of out-of-service and/or damaged vehicles for longer than 21 calendar days, and may not be used for sales of new or used vehicles, auctions, liquidation sales, or any other type of sale or exchange transaction. Upon written request, the Director, in his/her sole discretion, may allow an occasional extended storage period for a damaged vehicle when the Director determines that such an extension is necessary due to extenuating circumstances identified by CONCESSIONAIRE. Any such extension of temporary storage expires on the date provided by the Director. 25.To procure and keep in force any governmental licenses, certifications, or permits (other than a Certificate of Occupancy) required or necessary for the proper and lawful conduct of CONCESSIONAIRE'S business at and on the Airport. CONCESSIONAIRE shall procure and maintain such licenses,certifications,and permits at its sole cost and expense and shall submit copies of the same, upon request, for inspection by CITY. CONCESSIONAIRE shall, at all times, comply with the terms and conditions of each such license, certification, or permit. 26.To not use nor permit the Leased Premises or Airport property or facilities, or any part thereof, for any purpose other than as set forth in this Agreement, nor for any use, operation, or activity in violation of any present or future laws, rules, and regulations or which, at any time, are applicable to any public or governmental authority such as CITY. If any compliance reporting by CONCESSIONAIRE is required, CONCESSIONAIRE further covenants and agrees to make all reasonable and necessary efforts to cooperate with CITY in providing any required information. 25 27.To comply with all security directives of CITY and the Director at all times while anywhere on Airport property and shall coordinate with CITY regarding secured access to the Leased Premises for CONCESSIONAIRE. 28.To pay all other charges, fees, and taxes including, but not limited to, all payroll taxes (including Medicare, FICA,withholding, and unemployment taxes), and all other related taxes according to Internal Revenue Circular E "Employer's Tax Guide," Publication 15, as it may be amended, and give all notices and respond to all communications that are necessary and incident to the due and lawful conduct of business at and occupancy of the Leased Premises by CONCESSIONAIRE. CONCESSIONAIRE must provide proof of payment of anytaxwithin 10 days afterthe City Manager's written request for the same. Article X. CITY'S GENERAL RIGHTS AND OBLIGATIONS A. CITY reserves the right: 1. To authorize off-Airport rental car agencies to conduct business at the Airport terminal at premium rates solely by direct telephone line and the use of shuttle bus operations to such off-Airport location and to prohibit any such personnel of an off-Airport authorized rental car concession to conduct its business within the terminal building. 2. To enter the Leased Premises during the standard business hours of CONCESSIONAIRE and upon not less than two-hours advance notice via telephone or email to ascertain adherence to and compliance with any of the provisions of this Agreement. 3. To enter the Leased Premises at any time in the event of an emergency. 4. To retain third parties to operate, repair, maintain, or manage any portion of the Leased Premises including,without limitation, the QTA Facilities and the fueling system. 5. To itself, and to grant to others in the future, nonexclusive utility easements (including easements for construction, maintenance, repair, replacement, and reconstruction} over, under, through, across, or on the Leased Premises in locations that will not unreasonably interfere with CONCESSIONAIRE'S use of the same. 6. To re-bid any premises vacated pursuant to the terms of this Agreement (but not the obligation to do so. In the alternative, CITY may include any vacated premises in the reallocation of parking spaces, counter/office spaces, QTA spaces, or other facilities for the then-current on-Airport rental car concession operators, or may make any other lawful use of such vacated premises at the sole discretion of the CITY. B. CITY covenants and agrees: 26 1. To operate the Corpus Christi International Airport as a public airport during the Term of this Agreement, subject to the assurances given by CITY to the United States Government. 2. To instruct its employees and all concessionaires and vendors having contact or dealing in any way with members of the public at and on the Airport: a. To refer all requests for the services of a specific rental car concession operator to that concessionaire. b. To refer nonspecific requests for rental car services to the rental car concession area located in the Airport terminal building without favoring one concessionaire over another. 3. To limit use of the Leased Premises to rental car concession operators having an executed on-Airport rental car concession and lease agreement. 4. To not claim, assert, nor have a lien of any kind, whether it be contractual or statutory, on or against CONCESSIONAIRE'S cars for non-payment of any rent, fees, or charges due under this Agreement, nor for any default of CONCESSIONAIRE, nor for any other reason, and CITY hereby waives all such liens as may solely relate to such cars that is available to CITY. CITY recognizes that CONCESSIONAIRE'S cars may have perfected security interests and financing agreements filed against them by lending institutions. 5. To procure and keep in force all necessary licenses, certifications, and permits required to operate the QTA, includingthe fuelingfacility and wash bays, and to comply with all applicable laws, rules, and regulations regarding reporting requirements forthe QTA, including the fueling facility. 6. To keep and maintain (except where the maintenance required exceeds that associated with normal wear and tear and/or is a result of the negligence of CONCESSIONAIRE, its employees, representatives, agents, contractors, subcontractors, and invitees), and to repair the Leased Property, Including CONCESSIONAIRE'S authorized tenant improvements in its exclusive use areas with the cost of performing such repair services being included in the annual and monthly rental amounts. 7. Coordinating with CONCESSIONAIRE so that CITY can enforce secured access to the Leased Property and Airport. C. The City retains all mineral rights on the Airport property. All other rights of CITY, as a governmental entity, as the landlord, and as a party to this Agreement, that are not specified here are reserved to it. 27 Article XI. ACCEPTANCE OF PREMISES DISCLAIMER; CONDITION OF PROPERTY A. CONCESSIONAIRE ACKNOWLEDGES THAT IT IS LEASING THE PREMISES "AS IS" WITH ALL FAULTS INCLUDING, BUT NOT LIMITED TO, ANY AND ALL POLLUTANTS, ASBESTOS, UNDERGROUND STORAGE TANKS, AND ANY OTHER HAZARDOUS MATERIALS AS MAY EXIST ON THE PREMISES AND THAT NEITHER CITY NOR ANY EMPLOYEE OR AGENT OF CITY HAS MADE ANY REPRESENTATIONS OR WARRANTIES AS TO THE CONDITION OF SUCH PREMISES. CONCESSIONAIRE ACKNOWLEDGES AND AGREES THAT CONCESSIONAIRE HAS BEEN PROVIDED, TO ITS SATISFACTION, THE OPPORTUNITY TO INSPECT THE PREMISES FOR ANY DEFECTS AS TO THE SUITABILITY OF SUCH PROPERTY FOR THE PURPOSE TO WHICH CONCESSIONAIRE INTENDS TO PUT THE PREMISES AND IS RELYING ON ITS OWN INSPECTION. THIS AGREEMENT IS SUBJECT TO ALL COVENANTS, EASEMENTS, RESERVATIONS, RESTRICTIONS, AND OTHER MATTERS OF RECORD AND NOT OF RECORD APPLICABLE TO THE PREMISES. B. Except as may be expressly provided elsewhere In this Agreement,the taking of possession of the Leased Premises by CONCESSIONAIRE shall, in and of Itself, constitute acknowledgment that CITY shall not be obligated to make any tenant improvements or modifications thereto. CONCESSIONAIRE shall not be liable for any pre-existing conditions, latent defects, or damage not caused by CONCESSIONAIRE. CONCESSIONAIRE shall have no liability arising out of or in anyway relatingto the existence of any hazardous materials placed on, in, or under the Leased Premises by any person or entity other than CONCESSIONAIRE or any person or entity acting for, by, or through CONCESSIONAIRE orwith CONCESSIONAIRE'S permission or acquiescence. Article XII. UTILITIES A. CITY shall provide heat, air conditioning, and electricity in the Airport terminal building, with payment for these services being included in the monthly rental amount for the Terminal Counter/Office Space. CITY shall provide heat, air conditioning, electricity,water,wastewater, and gas in the QTA, with payment for these services being allocated to the CFC. B. All other utilities at the Leased Premises (not specified above) including, but not limited to, telephone, cable, data services, and internet (including any necessary permits) are the sole cost and responsibility of CONCESSIONAIRE. CONCESSIONAIRE shall pay all charges on or before the due date for any utilities and services it separately contracts for and obtains. Installation of any equipment to provide extraordinary heat or air conditioning is the sole responsibility of CONCESSIONAIRE and is subjectto the priorwritten approval of the Director. Any utilities or services (including any associated systems and apparatus) contracted for or installed by CONCESSIONAIRE cannot adversely affect any other rental car concession operator,Airport tenant, Airport operations of any nature, or CITY. 28 C. In cases where CITY furnishes and/or delivers natural gas, electricity,water, or wastewater to the Leased Premises, the CITY does not guarantee the continuity or sufficiency of such supply, but CITY will make reasonable efforts within CITY'S control to ensure such delivery. CITY is not liable for Interruptions or shortages or insufficiency of supply or any loss or damage of any kind or character occasioned thereby if the same is caused by accident, act of God, fire, strikes, riots, war, inability to secure a sufficient supply from the utility company furnishing CITY, or any other cause. Whenever CITY shall find it necessary for the purpose of making repairs or improvements to any utility supply system it maintains, following consultation with CONCESSIONAIRE, CITY shall have the right to suspend temporarily the delivery of natural gas, electricity, water, or wastewater. However, CITY agrees to make reasonable efforts to cause minimal disruption when possible. Article XIII.OPERATIONS MANUAL A printed compilation of rules and instructions will be developed by the Director, with input from the CONCESSIONAIRE and all other rental car concession operators, if any, occupyingthe Leased Premises, with such compilation defining and discussing the required daily operating procedures and processes necessary for conducting successful and efficient operations at the QTA including, but not limited to, the care, keeping and use of shared common areas; security and safety procedures; and dispute resolution processes ("Operations Manual").The Operations Manual is subject to written amendment by the Director throughout the Term of this Agreement. A copy of the Operations Manual will be developed and provided to CONCESSIONAIRE within 60 days of the execution of this Agreement, and the most current masterversion of the documentwill be kept on file in the Director's office. Article XIV. MAINTENANCE OF THE LEASED PREMISES A. A matrix detailing the maintenance responsibilities of both parties required by this Agreement is as set out in Exhibit "H"which exhibit is attached and incorporated into this Agreement as if its content were set out here in its entirety. B. CONCESSIONAIRE has inspected the Leased Premises prior to the execution of this Agreement and is satisfied with the physical condition of the Leased Premises, and its taking possession thereof is agreed to be conclusive evidence of its receipt of the Leased Premises in good order and repair. C. CONCESSIONAIRE agrees to faithfully and fully maintain the Leased Premises as required by and detailed in Exhibit H in good order and repair throughout the entire Term of this Agreement. CONCESSIONAIRE further agrees that, upon the expiration or earlier termination of this Agreement for any reason, CONCESSIONAIRE shall, except as may otherwise be provided in this Agreement, restore the Leased Premises to the same condition as when received, reasonable and ordinary wear and tear excepted. If the Leased Premises shall not be faithfully 29 and fully maintained by CONCESSIONAIRE in accordance with Exhibit H, CITY may enter the Leased Premises, without such entering causing or constituting a termination of this Agreement or any interference with the possession of the Leased Premises by the CONCESSIONAIRE, and do all things necessary to restore the Leased Premises to the condition required by this Agreement, charging the cost and expense to CONCESSIONAIRE. CONCESSIONAIRE shall pay to CITY all such costs and expenses so charged in addition to the rentals, fees, and charges due and provided in this Agreement. D. CONCESSIONAIRE shall not permit the accumulation of rubbish, trash, debris, or other litter in and upon the premises and shall, at its own expense, provide for the disposal of such items. CONCESSIONAIRE shall provide and use suitable receptacles for all garbage, trash, and other refuse on or in connection with the premises. Piling of boxes, cartons, barrels, or other similar items in an unsafe manner in or about the premises, or other areas of the Airport, is forbidden. Article XV. RELOCATION DUTIES AND COSTS A. Relocation Duties. As the development of the Airport's Terminal Master Plan is ongoing, existing, or additional rental car facilities may temporarily or permanently be located or relocated in another part of the Airport. In the event the rental car facilities at the Airport, or any part thereof, including CONCESSIONAIRE'S Leased Premises or any part thereof, are required to be relocated duringthe Term of this Agreement(either on an interim or permanent basis), CONCESSIONAIRE agrees, in conjunction with CITY and other rental car concession operators, to develop a transition plan to be used in making the transition from the current rental car facilities, including CONCESSIONAIRE'S Leased Premises, to one or more new areas. CITY shall use reasonable efforts to require that any transition plan for relocation not unduly and materially impact the competitive position of CONCESSIONAIRE and other rental car concession operators. Additionally, CITY may require that such transition plan provide assurances that any individual rental car concession operator not be permitted to engage in any activity or place any structures or signage on an interim or permanent basis (in conjunction with such relocation) that unreasonably impedes CONCESSIONAIRE'S business operations at the Airport. City shall have the final decision regarding placement and removal of signs and structures. CITY shall provide advance written notice to CONCESSIONAIRE regardingthe date of relocation and identifywhether all or part of CONCESSIONAIRE'S Leased Premises is subject to the relocation. CONCESSIONAIRE shall be required to confirm its concurrence of such relocation in writing within 60 days following receipt of CITY'S notice. In the event CONCESSIONAIRE does not agree to the required relocation or does not provide CITY written confirmation as specified in this section, this Agreement shall terminate, and CONCESSIONAIRE shall vacate the Leased Premises within 10 days. B. Relocation Costs. In the event rental car facilities at the Airport or any part thereof, including CONCESSIONAIRE's Leased Premises or any part thereof, are required to be relocated during the Term of this Agreement (either on an interim or permanent basis), CITY shall pay all costs associated with providing replacement facilities that are, to the extent reasonably possible 30 under the circumstances, reasonably comparable to the existing premises subject to the relocation. CONCESSIONAIRE shall be responsible for all moving expenses including, but not limited to, installation of furniture, fixtures, and equipment; transfer and reconnection of CONCESSIONAIRE-provided utilities (such as Internet, cable, etc.); and other relocation costs not associated with the physical construction of the replacement facilities. If it is necessary to relocate CONCESSIONAIRE'S Leased Premises, or any part thereof, during the last six months of the Term of this Agreement, City agrees to be responsible to pay all reasonable costs (excluding CONCESSIONAIRE'S employee costs) associated with such relocation, subject to sufficient appropriations being available for such costs. Article XVI.UNTENANTABLE PREMISES A. If the Leased Premises (either at the terminal or QTA) are partially damaged by fire or other casualty, but not rendered untenantable, CITY shall repair the premises at its own cost and expense, subject to the limitations of paragraph E of this article, provided however,that, if the damage is caused by the negligent or intentional act or omission of CONCESSIONAIRE, its employees, agents, representatives, invitees, or authorized sublessee, CONCESSIONAIRE shall be responsible for reimbursing CITY for the cost and expenses incurred in such repair. B. If the damage is so extensive as to render the premises untenantable but capable of being repaired within 60 days, the same shall be repaired by CITY at its own cost and expense, subject to the limitations of paragraph E; and the rents, fees, and charges payable by CONCESSIONAIRE shall be proportionately paid up to the time of such damage and cease until such time as the assigned premises shall be restored and again made tenantable; provided, however, that if said damage is caused by the negligent or intentional act or omission of CONCESSIONAIRE, its employees, agents, representatives, Invitees, or authorized sublessee, the Concession Fees and other rents, fees, and charges due will not abate and CONCESSIONAIRE shall be responsible for reimbursing CITY for the costs and expenses incurred in such repair. C. In the event the premises are completely destroyed by fire or other casualty or are so damaged that theywill remain untenantable for more than 60 days,the CITY shall be under no obligation to repair, replace, or reconstruct the premises, and Concession Fees and other rents, fees, and charges shall be paid up to the time of such damage and destruction and thereafter cease until the premises shall be fully restored. If within 12 months after the time of the damage or destruction the premises have not been repaired or reconstructed for CONCESSIONAIRE'S use, or other reasonable facilities provided, CONCESSIONAIRE may give CITY written notice of its intention to cancel this Agreement in its entirety as of the date of such damage or destruction. D. Notwithstanding paragraph C above, If the premises are completely destroyed as a result of the negligent or intentional acts or omissions of CONCESSIONAIRE, its employees, agents, representatives, invitees, or sublessee, Concession Fees and other rents, fees, and charges 31 payable under this Agreement shall not abate and CITY may, in its sole discretion, require CONCESSIONAIRE to reconstruct the premises and pay all costs therefore; or CITY may, in its sole discretion, reconstruct the premises and CONCESSIONAIRE shall be responsible for reimbursing CITY for the costs and expenses incurred in such reconstruction. E. It is understood that, in the application of the foregoing paragraphs A, B, and C, CITY'S obligations are limited to repair or reconstruction of the premises, where applicable, to the same extent and of equivalent quality as obtained at the commencement of this Agreement, subject to sufficient budgetary appropriations. In no event is CITY responsible for repair or replacement of CONCESSIONAIRE'S self-installed improvements, furniture, furnishings, equipment, or expendables. F. Should CONCESSIONAIRE'S improvements, furniture, furnishings, equipment, or expendables, or any part of them, be destroyed or damaged, they shall In all instances be repaired or replaced by CONCESSIONAIRE whether or not said damage or destruction is covered by insurance and provided that this Agreement has not been canceled in accordance with the terms of the Agreement. Redecoration and replacement of damaged or destroyed furniture, furnishings, equipment, and expendables is the responsibility of CONCESSIONAIRE, and any such redecoration, refurnishing, and re-equipping shall be of equal quality to such items originally installed,furnished, and used at the time of execution of this Agreement. If CONCESSIONAIRE fails to repair or replace such damaged or destroyed improvements subject to a schedule approved by CITY or fails to redecorate or replace damaged or destroyed furniture, fixtures, furnishings, equipment, and expendables, and provided this Agreement has not been canceled, CITY may make such repairs or replacements and recover from CONCESSIONAIRE the cost and expense of such repair or replacement. Article XVII. AFFILIATES; SUBLETTING AND ASSIGNMENT A. It is expressly agreed and understood that all obligations of CONCESSIONAIRE and all privileges of every kind granted to CONCESSIONAIRE in this Agreement may extend to, and be enjoyed by, any duly authorized subsidiary, affiliate, or other legally related entity of CONCESSIONAIRE, provided, however, that, notwithstanding the manner and method of operation employed by CONCESSIONAIRE in this Agreement, CONCESSIONAIRE shall continue at all times to remain directly liable to CITY for the performance of all terms, conditions, and covenants of this Agreement. B. Except as set out in this Agreement, CONCESSIONAIRE'S right to occupy the Leased Premises set out in this Agreement may not be sublet, in whole or part,without the priorwritten approval of CITY, and CONCESSIONAIRE may not assign this Agreement nor permit any transfer by operation of law or otherwise of CONCESSIONAIRE'S interest created by or held pursuant to this Agreement without the priorwritten consent of CITY'S City Council. CITY may notwithhold its approval unreasonably. 32 C. Any obligations of CONCESSIONAIRE required by this Agreement may be delegated to any CITY-approved sublessee by the terms of the sublease agreement between the parties, provided, however,that any such delegation shall not relieve CONCESSIONAIRE of its liability, responsibilities, and obligations under this Agreement unless so released in writing by CITY'S City Council. Article XVIII. HOLDING OVER; IMPROVEMENTS REVERT; REDELIVERY A. It is agreed and understood by CONCESSIONAIRE that any holding over or failure to vacate the Leased Premises by CONCESSIONAIRE after the expiration of the term of this Agreement may only be permitted with the consent of the CITY, acting through the Director, and does not constitute nor shall be deemed to be a renewal or extension of this Agreement as it pertains to the Leased Premises (and the Concession being conducted), but shall operate solely as a tenancy at sufferance from month-to-month, such holdover period not to exceed 12 months. Any holdover tenancy is upon all the same terms, conditions, and covenants in effect immediately prior to the commencement of the holdover period, rentals shall be paid to CITY by CONCESSIONAIRE for the Leased Premises at a rate of 100% of the then-current rents,fees and charges in effect as of the end of the primary term of this Agreement. (The calculation and basis of the Concession Fee during any holdover period will remain as stated in this Agreement.)Any holdover by CONCESSIONAIRE without the express consent of the CITY shall result in the assessment to CONCESSIONAIRE of a rate for rents, fees, and charges of 110% (including the calculation of the Concession Fee.) B. The CITY may decide, but is not obligated to allow CONCESSIONAIRE to holdover on the Leased Premises followingthe expiration of the term of this Agreement. In making its decision whether to allow such a holdover,the CITY may consider any circumstances impacting services and the Airport including,without limitation: 1. the benefits and costs to the CITY of permitting such a holdover; 2. the conditions under which a delay in placing the concession services out to bid may result in less or greater revenue to the CITY; 3. the potential loss of revenue that may result from any gap in the provision of rental car concession services for the traveling public at the Airport; 4. any proposed, planned, or ongoing capital improvements, renovations, or repairs of the Airport property, terminal building, parking areas, QTA, or rental car locations and any effect such improvements, renovations, or repairs may have on the concession services; 5. any potential disruption or adverse impact the holdover may have on the overall concession program at the Airport; and 6. the effect resulting from a denial of the opportunity to possibly add new rental car concession operators during any holdover. 33 C. After consideration of the factors outlined in section B above, the CITY shall notify the CONCESSIONAIRE in writing of the CITY's offer or lack of an offer of a holdover tenancy. Within 30 days of the date of the CITY's offer,the CONCESSIONAIRE shall notify the CITY in writing as to the CONCESSIONAIRE'S acceptance or rejection of a holdover tenancy. In the event a holdover tenancy is accepted by CONCESSIONAIRE,the CITY agrees not to enter into any new on-airport rental car concession agreement or arrangement during CONCESSIONAIRE'S holdover tenancy. Should the CONCESSIONAIRE fail to notify the CITY in writing within the 30-day period following CITY'S offer, if any, of a holdover tenancy,the CONCESSIONAIRE shall be deemed to have rejected the CITY's offer of a holdover tenancy and vacate the Leased Premises on or before the expiration date of the term of this Agreement. D. During any holdover period, CONCESSIONAIRE shall remain liable to CITY for all loss, damage, or injury resulting from such holdover occupancy whether such loss, damage, or injury may be contemplated or not at the time this Agreement is executed. It is expressly agreed by CONCESSIONAIRE that acceptance of the rentals by CITY during any holdover period, in the event CONCESSIONAIRE fails or refuses to surrender possession of the Leased Premises, shall not operate to give CONCESSIONAIRE any right to remain in possession beyond the period for which such amount has been paid nor shall it constitute a waiver by CITY of its right to demand immediate possession following a required notice to terminate the holdover tenancy. E. Unless modified in writing and as deemed necessary by the CITY, CONCESSIONAIRE shall remain obligated during any holdover period to: 1.furnish a sufficient Concession bond and maintain adequate insurance coverage; 2.provide defense, indemnity, and liability protection to the CITY; and 3.provide security and environmental protections. F. Any holding over beyond the expiration of the term of this Agreement may be terminated by either party upon 30 days prior written notice to the other party. G. Regardless of whether there is an approved holdover tenancy, except for the right of CONCESSIONAIRE to remove trade fixtures, furnishings, and personal property at the expiration or earlier termination of this Agreement, ownership of all improvements placed or constructed on the Leased Premises by CONCESSIONAIRE revert to CITY upon the expiration or earlier termination of this Agreement. H. Regardless of whether there is an approved holdover tenancy, upon the expiration or earlier termination of this Agreement, CONCESSIONAIRE shall deliver the Leased Premises to CITY peaceably, quietly, and in as good condition as the same now are or may be hereafter improved by CONCESSIONAIRE or CITY, normal use and wear excepted. 34 Article XIX.SUBORDINATION & RIGHT OF RECAPTURE A. This Agreement is subordinate to the provisions of any existing or future agreement between CITY and the United States of America and/or the State of Texas regarding operation or maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the expenditure of federal or State funds for the development of the Airport. Should the effect of such agreement with the United States be to take any of the property under lease, or substantially alter or destroy the commercial value of the leasehold interest granted herein, CITY shall not be held liable therefore, but, in such event, CONCESSIONAIRE may cancel this Agreement as provided for elsewhere in this Agreement. Notwithstanding the foregoing, CITY agrees that, in the event it becomes aware of any such proposed or pending agreement or taking, CITY shall utilize its best efforts to give the maximum possible notice thereof to CONCESSIONAIRE. Any portion of the Leased Premises recaptured from CONCESSIONAIRE under this provision shall result In a proportionate abatement of rent as of the date the recapture is effectuated. B. CITY has the right to recapture all or any portion of the Leased Premises to the extent that it is necessary to do so for the Airport's development, improvement, or maintenance of the runways and taxiways; for protection or enhancement of flight operations; or for other development in compliance with any current or future Airport Master Plan and Airport Layout Plan. In the event of any such recapture, CITY, and CONCESSIONAIRE shall execute a writing reflecting a corresponding adjustment to the affected areas, Base Rent, and any otherfees and charges applicable solely to the affected Leased Premises. Article XX. NONDISCRIMINATION AFFIRMATIVE ACTION A. Nondiscrimination - General. CONCESSIONAIRE for itself, and as a requirement for any sublessee, their personal representatives, successors in interest, and assigns, as a part of the consideration hereof covenants that: (1) no person on the grounds of race, creed, color, religion, sex, age, national origin, handicap, or political belief or affiliation will be excluded from participation in, denied the benefits of or otherwise be subjected to discrimination in the use of the Leased Premises; (2) in the construction of any improvements on, over, or under the Leased Premises and the furnishing of services thereon, no person on the grounds of race, color, religion, sex, age, national origin, handicap, or political belief or affiliation will be excluded from participation in, denied the benefits of, or otherwise be subject to discrimination; (3) CONCESSIONAIRE will cause to the best of its ability the Leased Premises and improvements to be in compliance with all other requirements imposed by or pursuant to 14 CFR Part 152, Subpart E Non Discrimination in Aid Program and Title VI of the Civil Rights Act of 1964 and 49 CFR,Subtitle A, Part21,Nondiscrimination in Fed era llyAssisted Programs of the Department of Transportation, and as said Title and Regulations may be amended, and with other applicable state or federal laws or regulations, as amended. 35 B. Nondiscrimination - Business Owner. This Agreement is subject to the requirements of the U.S. Department of Transportation's regulations, 49 CFR Part 23. The concessionaire or contractor(CONCESSIONAIRE) agrees that itwill not discriminate against any business owner because of the owner's race, color, national origin, or sex in connection with the award or performance of any concession agreement, management contract, or subcontract, purchase or lease agreement, or other agreement covered by 49 CFR Part 23. The concessionaire or contractor (CONCESSIONAIRE) agrees to include the above statements in any subsequent concession agreement or contract covered by 49 CFR Part 23 that it enters and causes those businesses to similarly include the statements in further agreements. C. Remedy for Breach. If CONCESSIONAIRE is found by a final verdict of a court of competent jurisdiction to have deliberately breached a non-discrimination covenant, or to have permitted any sublessee to deliberately breach a non-discrimination covenant, CITY may immediately enforce the remedies directed by the court's decision, which may include CITY'S right to reenter the Leased Premises, retake possession thereof, and terminate this Agreement. This provision is not effective until the procedures of Title 49, Code of Federal Regulations, Part 21 are completed, including exercise of any rights to appeal. D.Affirmative Action. CONCESSIONAIRE will undertake any affirmative action program if required by 14 CFR Part 152, Subpart E, to ensure that CONCESSIONAIRE will not exclude any person from participating in any employment activity covered by 14 CFR Part 152, Subpart E, on the grounds of race, creed, color, national origin, sex, age, or disability. CONCESSIONAIRE will not exclude any person on these grounds from participation in or the receipt of the service or benefit of any program or activity covered by the subpart. CONCESSIONAIRE further understands that it will require its covered sub-organizations, if any, to provide assurances to CITY that they will also undertake any required affirmative action programs, if required, and require assurances from their sub-organizations, if required pursuant to 14 CFR Part 152, Subpart E. CONCESSIONAIRE, at no expense to CITY, shall comply with any applicable requirements of the Americans with Disabilities (ADA), as it may be amended, with respect to the Leased Premises and its improvements . Article XXI. COMPLIANCE WITH FEDERAL LAWS, RULES, REGULATIONS, AND ORDERS A. In addition to other provisions of federal law included in this document, the following provisions set out in this article specifically apply to this Agreement as required by federal law, and CONCESSIONAIRE covenants to comply in all manner and at all times during the pendency of this Agreement with the provisions of this article. Any reference to "Contractor" or"Lessee" included in this article also means and includes CONCESSIONAIRE.Any reference to "Contract" or"Lease" included in this article also means and includes this Agreement. Any reference to "Sponsor" means and includes the City of Corpus Christi. 36 B. Title VI List of Pertinent Nondiscrimination Acts and Authorities During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "Contractor") agrees to comply with the following non- discrimination statutes and authorities; including but not limited to: Title VI of the Civil Rights Act of 1964 (42 USC § 2000d et seq., 78 stat. 252) (prohibits discrimination on the basis of race, color, national origin); 49 CFR part 21 (Non-discrimination in Federally-assisted programs of the Department of Transportation—Effectuation of Title VI of the Civil Rights Act of 1964); The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 USC § 4601) (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); Section 504 of the Rehabilitation Act of 1973 (29 USC§794 et seq.), as amended (prohibits discrimination on the basis of disability); and 49 CFR part 27; The Age Discrimination Act of 1975, as amended (42 USC § 6101 et seq.) (prohibits discrimination on the basis of age); Airport and Airway Improvement Act of 1982 (49 USC § 471, Section 47123), as amended (prohibits discrimination based on race, creed, color, national origin, or sex); The Civil Rights Restoration Act of 1987 (PL 100-209) (broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964,the Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 USC§§ 12131 — 12189) as implemented by U.S. Department of Transportation regulations at 49 CFR parts 37 and 38; The Federal Aviation Administration's Nondiscrimination statute (49 USC § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures nondiscrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); and Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 USC 1681 et seq). 37 C. General Civil Rights Provisions. The CONCESSIONAIRE agrees to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. If the CONCESSIONAIRE transfers its obligation to another, the transferee is obligated in the same manner as the CONCESSIONAIRE. This provision obligates the CONCESSIONAIRE for the period during which the property is owned, used or possessed by the CONCESSIONAIRE and the airport remains obligated to the Federal Aviation Administration. This provision is in addition to that required by Title VI of the Civil Rights Act of 1964. D. Title VI Solicitation Notice. The City of Corpus Christi, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 USC H 2000d to 2000d-4) and the Regulations, hereby notifies all bidders or offerors that it will affirmatively ensure that any contract entered into pursuant to this advertisement, airport concession disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award. E. Compliance with Nondiscrimination Requirements. During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "Contractor"), agrees as follows: 1. Compliance with Regulations: The Contractor (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. 2. Nondiscrimination: The Contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment.The Contractorwill not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part21. 3. Solicitations for Subcontracts, including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding or negotiation made by the Contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the Contractor of the contractor's obligations under this contract and the Nondiscrimination Acts and Authorities on the grounds of race, color, or national origin. 4. Information and Reports: The Contractor will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the sponsor or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. 38 Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the Contractor will so certify to the sponsor or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of a Contractor's noncompliance with the non- discrimination provisions of this contract,the sponsorwill impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to: a. Withholding payments to the Contractor under the contract until the Contractor complies; and/or b. Cancelling, terminating, or suspending a contract, in whole or in part. 6. Incorporation of Provisions: The Contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations, and directives issued pursuant thereto.The Contractor will take action with respect to any subcontract or procurement as the sponsor orthe Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the Contractor may request the sponsor to enter into any litigation to protect the interests of the sponsor. In addition, the Contractor may request the United States to enter into the litigation to protect the interests of the United States. F. Clauses for Transfer of Real Property Acquired or Improved under the Airport Improvement Program. The following clauses will be included in leases entered into by the City of Corpus Christi pursuant to the provisions of the Airport Improvement Program grant assurances: 1. The CONCESSIONAIRE/Lessee for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that: In the event facilities are constructed, maintained, or otherwise operated on the property described in this lease and concession license for a purpose for which a Federal Aviation Administration activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits, the CONCESSIONAIRE/Lessee will maintain and operate such facilities and services in compliance with all requirements imposed by the Nondiscrimination Acts and Regulations listed in the Pertinent List of Nondiscrimination Authorities (as may be amended) such that no person on the grounds of race, color, or national origin,will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities. 2. With respect to licenses, leases, permits, etc., in the event of breach of any of the above Nondiscrimination covenants, City of Corpus Christi will have the right to terminate the lease and license, and to enter, re- enter, and repossess said lands and facilities thereon, and hold the same as if the lease and license had never been made or issued. 3. With respect to a deed, in the event of breach of any of the above Nondiscrimination covenants, the City of Corpus Christi will have the right to enter or re-enter the lands and 39 facilities thereon, and the above described lands and facilities will thereupon revert to and vest in and become the absolute property of the City of Corpus Christi and its assigns. G. Clauses for Construction/Use/Access to Real Property Acquired under the Activity, Facility or Program. The following clauses will be included in deeds, licenses, permits, or similar instruments/agreements entered into by City of Corpus Christi pursuant to the provisions of the Airport Improvement Program grant assurances: 1. The CONCESSIONAIRE/Lessee for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that(a) no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (b) that in the construction of any improvements on, over, or under such land, and the furnishing of services thereon, no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, (c) that the CONCESSIONAIRE/Lessee will use the premises in compliance with all other requirements imposed by or pursuant to the List of Discrimination Acts and Authorities. 2. With respect to leases, in the event of breach of any of the above nondiscrimination covenants, City of Corpus Christi will have the right to terminate the Agreement and to enter or re-enter and repossess said land and the facilities thereon, and hold the same as if said Agreement had never been made or issued. 3. With respect to deeds, in the event of breach of any of the above nondiscrimination covenants, City of Corpus Christi will there upon revert to and vest in and become the absolute property of City of Corpus Christi and its assigns. H. Airport Concession Disadvantaged Business Enterprise (ACDBE). This Agreement, along with the Concession and Lease established pursuant to it, is a revenue-producing contract awarded to CONCESSIONAIRE and will result in the provision of goods and services to passengers, patrons, and tenants at the Airport. Federal law and regulations impose ACDBE goals upon the performance of this Agreement by CONCESSIONAIRE, and the City encourages CONCESSIONAIRE voluntarily to strive to include significant involvement with ACDBE business enterprises in operations under this Agreement. The Director will provide the CONCESSIONAIRE with information on the Airport's established ACDBE program, goals, and participation parameters pursuant to 49 CFR Part 23.53 Article XXII. INSURANCE CONCESSIONAIRE, at its sole expense, shall obtain and maintain in effect at all times during the Term of this Agreement insurance coverage protecting CITY against liability by reason of CONCESSIONAIRE'S use of the Leased Premises and facilities occupied by it or resultingfrom any accidents or incidents occurring on or about the roads, driveways, or other places used by 40 CONCESSIONAIRE at the Airport in conducting its Concession operations pursuant to this Agreement. All such insurance types and coverages required by this Agreement are as set out in Exhibit "I,"which exhibit is attached and incorporated into this Agreement as if its content were set out here in its entirety. Article XXIII. INDEMNIFICATION A. CONCESSIONAIRE SHALL INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES, REPRESENTATIVES, AND AGENTS (COLLECTIVELY, "INDEMNITEES') FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, LIENS, JUDGMENTS, FINES, PENALTIES, AWARDS, LAWSUITS, CAUSES OF ACTION, AND EXPENSES OF ANY NATURE WHATSOEVER INCLUDING, BUT NOT LIMITED TO, STRICT LIABILITY CLAIMS AND ALL EXPENSES OF LITIGATION (INCLUDING MEDIAT/ONANDARBITRATION), COURT COSTS, REASONABLE ATTORNEYS' FEES, AND EXPERT WITNESS FEES, ON ACCOUNT OF PERSONAL INJURIES (INCLUDING WORKERS' COMPENSATION AND DEATH CLAIMS), PROPERTY LOSS OR DAMAGE, OR ANY OTHER KIND OF DAMAGES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT, REGARDLESS OF WHETHER THE INJURIES, DEATH, OR DAMAGES ARE CAUSED OR ARE CLAIMED TO BE CAUSED BY THE CONCURRENT OR CONTRIBUTORY NEGLIGENCE OF INDEMNITEES, BUT NOT IF BY THE SOLE NEGLIGENCE OF INDEMNITEES UNMIXED WITH THE FAULT OF ANY OTHER PERSON OR PARTY. CONCESSIONAIRE MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS,ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORYTO THE CITYATTORNEY,AND PAYALL CHARGES OFATTORNEYSANDALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM OR OUT OF ANY OF SAID LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, CAUSES OF ACTION, OR DAMAGES. THE INDEMNIFICATION OBLIGATIONS OF CONCESSIONAIRE UNDER THIS SECTION SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. B. Notice of Claim or Action. Notwithstanding the above indemnifications, CONCESSIONAIRE must give the Director and CITY'S Risk Manager written notice of any accident or other matter covered under this article and forward to the Director and Risk Manager copies of every notice, demand, claim, summons, or other process communication received within 10 days of CONCESSIONAIRE'S receiptof same. Article XXIV. CONCESSIONAIRE'S TERMINATION RIGHTS Without limiting any other rights and remedies to which CONCESSIONAIRE may be entitled by common law, statutory law, or as elsewhere provided in this Agreement, this Agreement may be terminated by CONCESSIONAIRE upon 30 days prior written notice upon the occurrence of any of the following events: 41 1. The City's permanent abandonment of the Airport; 2. The lawful assumption by the U. S. Government, or any authorized agency thereof, of the operation, control, or use of the Airport, or of any substantial part or parts thereof, which substantially restricts the CONCESSIONAIRE from operating at the Leased Premises for a minimum of 180 calendar days; 3. The issuance by any court of competent jurisdiction of an injunction that prevents or restrains the use of the Airport or the Leased Premises that continues for at least 180 days; or 4. The default by CITY in the performance of any covenant or obligation to be performed by CITY and such failure to remedy the default continues for a period in excess of 60 days after receipt from CONCESSIONAIRE of written notice to remedy the same. Article XXV. CITY'S TERMINATION RIGHTS A. CITY shall have the right, upon 10 days prior written notice to CONCESSIONAIRE,to cancel this Agreement in its entirety upon or after the happening of one or more of the following events: 1. If CONCESSIONAIRE makes a general assignment for the benefit of its creditors; 2. If CONCESSIONAIRE files a voluntary petition in bankruptcy seeking liquidation, reorganization, or the adjustment of its indebtedness under federal bankruptcy laws and fails to make payments when due to CITY; 3. If any involuntary petition in bankruptcy is filed against CONCESSIONAIRE and CONCESSIONAIRE fails to make payments when due to CITY; 4. If CONCESSIONAIRE consents to the appointment of a receiver, trustee, or liquidator of all or substantially all of its personal property, real property, or assets; 5. If CONCESSIONAIRE voluntarily abandons and discontinues its Concession or rental car services at the Airport for a period of 60 consecutive days, or CONCESSIONAIRE abandons its Leased Premises in the Terminal, QTAfacility, orattheAirportfora period of 60 consecutive days; 6. If CONCESSIONAIRE fails to pay, when due, the Concession Fees, rental charges, or any other fees, charges, or payments of money required under this Agreement, or fails to perform any indemnity or other act which it is obligated to perform under this Agreement, and which is not cured within 10 days of written notice; 7. If CONCESSIONAIRE defaults in fulfilling any of the other terms, conditions, or covenants required by it in this Agreement and shall fail to remedy the default within 30 days of written notice or demand; or 42 8. If CONCESSIONAIRE allows any lien to be filed directly or indirectly against the CITY's real property or allows a final judgment to be filed against CITY pertaining to this Agreement. B. In the event of any cancellation or termination of this Agreement by CITY for any of the reasons specified above, or any other reason as may be set out elsewhere in this Agreement, CONCESSIONAIRE shall have 10 days within which to remove all trade fixtures and personal property installed in or upon the Leased Premises by CONCESSIONAIRE. If the trade fixtures or personal property are not removed within the 10- day period following such termination or cancellation, CITY shall have the right to remove all trade fixtures and personal property at CONCESSIONAIRE'S expense and at no liability to CITY. Article XXVI. NOTICE OF TERMINATION If an event a material default occurs, and after due written notice identifying the default the defaulting party has failed to cure orfailed to commence to cure,the complaining party may at any time after the expiration of any such cure period terminate this Agreement by providing written notice of termination to the defaulting party. Unless a different or longer period is provided elsewhere in this Agreement or the notice (any such different or longer period controlling), this Agreement will be terminated on the date specified in the notice but not sooner than 10 business days after the postmark date of the notice. Article XXVII. NOTICES— GENERAL A. All notices and other communications required or permitted to be given pursuant to this Agreement must be in writing and are deemed properly given if: (1) sent by certified mail, with return receipt requested and sent by(2)(a)facsimile transmission,with proof of transmission or (2)(b) via any nationally recognized overnight courier service, with proof of mailing or (2)(c) by personal delivery, when delivered to the administrative office of the Airport, and (3) addressed as follows: When to CITY: When to CONCESSIONAIRE: Corpus Christi International Airport EAN Holdings, LLC Attn: Director of Aviation Attn: Vice President/General Manager 1000 International Drive 1505 Harry Wurzbach Road Corpus Christi,TX San Antonio, TX 78209 Phone: (361) 826-1292 Phone: (210) 283-3811 B. All notice periods begin on the third day after the date the notice is placed in the U.S. certified mail.The date of the certified mailingtakes precedence and controls over the date of any other form of notice. 43 C. Daily communications of an informal nature may be conducted by the parties by telephone or email. Either party may, following a phone discussion with the other party, reduce any terms or arrangements to a formalwritten notice and, if reduced to writing, such written communication (following a phone discussion) must be mailed and sent to the other party as set out in paragraph A above. Informal email communications shall not constitute written notice pursuant to this Agreement. Article XXVIII. SUBORDINATION TO U.S./FAA REQUIREMENTS; REQUIRED RIGHTTOAMEND A. This Agreement is subordinate to the provisions of any existing or future agreement between CITY, acting through the Airport and its Director, and the United States of America relating to the operation or maintenance of the Airport, where the execution of said agreement(s) is required as a condition to the expenditure of federal funds for the development of the Airport . If the effect of said agreement(s) with the United States, either under this paragraph or paragraph B below, is to remove any or all of the Leased Premises from the control of Airport or to substantially destroy the value of the Leased Premises, then this Agreement shall terminate immediately without anyfurther obligation on part of CITYto CONCESSIONAIRE. B. If the Federal Aviation Administration ("FAA"), or its successor agency, requires modifications or amendments to this Agreement as a condition precedent to the granting of federal funds to CITY for Airport improvements, CONCESSIONAIRE agrees to consent to the modifications or amendments to this Agreement as may be reasonably required, provided however, CONCESSIONAIRE will not be required to pay any increased rents/fees/charges, change the use of the Leased Premises, or accept a relocation or reduction in size of the Leased Premises until CONCESSIONAIRE and CITY have fully executed an amendment to this Agreement that is mutually satisfactory to both parties regarding any terms or conditions of this Agreement affected by said actions of the FAA. Article XXIX. BUDGETARY APPROPRIATIONS By execution of this Agreement, CONCESSIONAIRE acknowledges that the continuation of any contract after the close of any fiscalyear of CITY,which fiscalyear ends on September 30 annually, is subject to budget approval and sufficient appropriations by the CITY'S City Council for such contract item (to include any financial commitment therein) as an expenditure in the next fiscal budget. CITY does not represent nor warrant to CONCESSIONAIRE that a budget item providing for this Agreement in any future fiscal budget will be adopted, as that determination is within the sole discretion of the City Council at the time of adoption of each fiscal budget. Article XXX. FORCE MAJEURE A. Neither CITY nor CONCESSIONAIRE will be deemed to be in breach of this Agreement if either is prevented from performing any of its obligations under this Agreement by reason of force 44 majeure. "Force Majeure" for the purposes of this Agreement means any significant delay or failure due to strikes, lockouts, labor disputes, acts of God (to include severe inclement weather and sustained periods of rain),fire or other casualty, acts of the public enemy,terrorist acts, civil commotion, riots or interference by civil or military authorities, and other causes beyond the reasonable control of the party obligated to perform and claiming the force majeure. The occurrence of the delay or failure to perform due to one of the foregoing events extends the period of performance until these exigencies have been removed. B. To assert the occurrence of a force majeure event, the party claiming it shall inform the other party in writing, with sufficient proof of the force majeure event, within three business days. Failure to provide the written notice within the period stated shall expressly constitute a waiver of this right as a defense. Article XXXI. NO THIRD-PARTY BENEFIT No provision of this Agreement creates a third-party claim against CITY or CONCESSIONAIRE beyond that which may legally exist in the absence of any such provision. This Agreement is not intended to give or confer any benefits, rights, privileges, claims, actions, or remedies to any person, including the public, as a third-party beneficiary, under any laws or otherwise. Article XXXII. SURVIVAL OF LIABILITIES AND OBLIGATIONS Termination or expiration of this Agreement for any reason does not release either party from any liabilities or obligations under this Agreement that: (i)the parties have expressly agreed survive any such termination or expiration; (ii) remain to be performed; or(iii) bytheir nature would be intended to be applicable following the termination or expiration of this Agreement. Article XXXIII. WAIVER No delay of or omission in the exercise of any right, power, or remedy accruing to either party as a result of any breach or default by the other party under this Agreement shall impair any such right, power, or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of or in any similar breach or default occurring later. No waiver of any single breach or default shall be deemed a waiver of any other breach or default occurring before or after that waiver. Article XXXIV. AMENDMENT This Agreement may not be amended except by a written instrument executed by each party to this Agreement acting through a person authorized to sign agreements on behalf of such party (which, in the case of CITY, shall be the Director or City Manager, unless the provision first requires express approval by the City Council pursuant to this Agreement, the City Charter, or the City's Code of Ordinances). Unless expressly provided otherwise in this Agreement, the Director shall exercise authority to issue any notices or other written communications required or permitted on behalf of 45 CITY. Article XXXV. GOVERNING LAW This Agreement, and any disputes arising under it, shall be governed by and construed in accordance with the laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas, and venue shall be in Nueces County, Texas, where this Agreement was entered into, executed by the parties, and where performance of this Agreement shall take place. Article XXXVI. ORDER OF PRECEDENCE In the interpretation of this Agreement, or in the event of a dispute as to the meaning of any term, phrase, or language used in this Agreement, the following order of precedence controls: this Agreement excluding the exhibits; next, the exhibits; next, any executed amendments to this Agreement, alongwith their attachments, if any; next, the City's issued RFP; next, any addendums issued to the RFP; next, the CONCESSIONAIRE'S submitted proposal in response to the RFP; and last, any submitted responses of the CONCESSIONAIRE to any City-issued addendums to the RFP. Any ambiguities between the documents that cannot be resolved by review of the documents in the order of precedence stated shall not be construed against the drafter and shall, as most reasonably possible, be resolved by the parties. Article XXXVII. ENTIRE AGREEMENT This Agreement is the final, complete, and exclusive statement of the understanding and agreement between the parties with relation to the subject matter of this Agreement.There are no oral representations, understandings or agreements covering the same subject matter as this Agreement. This Agreement supersedes and cannot be varied, contradicted, or supplemented by evidence of any prior or contemporaneous discussions, correspondence, or oral or written agreements or arrangements of any kind. 46 IN WITNESS HEREOF, and with the intent to be legally bound, this Agreement is executed by the parties in triplicate in one or more counterparts, each counterpart of which shall be deemed an original and all of which together constitute but one and the same instrument. Rebeca Huerta Heather Hulbert, City Secretary Assistant City Manager Date• Date• Approved as to legal form: Assistant City Attorney for Miles Risley,City Attorney CONCESSIONAIRE: Signature: Printed Name: Danny Gulley Title:Vice President/General Manager Date• 47 ATTACHED AND INCORPORATED EXHIBITS Exhibit A— Rental Car Site Plan Exhibit B—Terminal Counters &Offices Exhibit C—Ready Return Parking Lot Exhibit D—QuickTurnaround Facility(QTA) Exhibit E—QTA Car Wash, Fuel&Storage Areas Exhibit F—Office & Maintenance Area Exhibit G—Monthly Gross Revenues Statement Exhibit H—Maintenance Matrix Exhibit I—Insurance Requirements INCORPORATED BUT UNATTACHED EXHIBITS: (Available upon request) CITY'S REQUEST FOR PROPOSAL CONCESSIONAIRE'S PROPOSAL 48 1 r Aw. ,�'u eiswcaxe nwra7s".eU RENTAL CAR e LOT 7. I r F TERMINAL �z �7 N EXHIBITA Preparedby:� Randy Schumann RENTAL CAR SITE PLAN N E �� Approved by: Kim Miller - 1000 International Drive Corpus Christi g International Airport Not to Scale Sheet No.Iof1 Date: 05/22/2024 70'.00" HALL ENTRANCE FOR OFFICES AND COUNTERS 546.00 SF (108.5 SF @ EACH R.A.C.SPACE) OFFICE 1 OFFICE 2 OFFICE 3 OFFICE 4 I OFFICE 51 139.5 SF 139.5 SF 139.5 SF 139.5 SF 139.5 SF a I? N COUNTER 1 COUNTER 2 COUNTER 3 COUNTER 4 COUNTER 5 201.5 SF 201.5 SF 201.5 SF 201.5 SF 201.5 SF 0 b QUEUE SPACE 1 QUEUE SPACE_2 I QUEUE SPACE 3 QUEUE SPACE 4 1 QUEUE SPACE 51 155 SF 155 SF 155 SF 155 SF 155 SF 15'-06" 15'-06" 15'-06" 15'-06" 15'-06" Enterprise Office/Counter/Queue Space/Hallway 604.5 SF —' -`- 2 e" . C Enterprise Office/Counter/Queue Space/Hallway 604.5 SF '. — r•� _ Avis Office/Counter/Queue Space/Hallway 604.5 SF ® Hertz Office/Counter/Queue Space/Hallway 604.5 5F - NOTE:ALL MEASUREMENISTODETILKNE THE AREA OF EXCLUSIVE SPACE LEASED SHALL BE FROM THE Hertz Office/Gaunter/Queue Space/Hallway 604.5 SF INTERIOR OF THE EXTERNAL WALLS AND FROM THE CFNTERI.INE'f0 CEWIERLINE OF EACH QSlER10R WALL OR IN THE ABSENCE OF INTERIOR WALIS,THE POINT OF SAID CENTERLINE WOULD BE LOCATED IF SUCH INTERIOR WALL.EXISTED. NCCWIEXHIBIT B Prepared by: Randy Schumann A RENTAL CAR TERMINAL COUNTERS &OFFICES W E ��A 10001nternationalDrive Approved by: Kim Miller Corpus Christi a Date: 1012812024 5 International Airport Not to Scale Sheet No.1of1 Enterprise Parking Spaces:125 V147 ,Avis Parking Spaces: 73 q 231 49 Hertz Parking Spaces:51 ( >'163 180 1971 Wa4 0234 r o 164 181 1981�(.2LS ~235 �2 1 0�,t 65 8 19 1 Loading Zone 151 1 , s.>S�TVP, 23�II 1sz >t 153 167 184 11 1�8 166 183 r dt+r2 -- �37 11 8 i Total Spaces:249 Parking Spaces 168 185 'M SJV 155 t ` 169 186 _ 1ii220 gdbl 156 170 187 .2400'-204 I,a1 i I - - _ - - , 157 171 188 2051 f11'222 _1410 158 1s9 T 172 189 206lj[U� 24t I 173 190 207 f'II22% 2441 174 191 208'11225 24�1. - - -_, j 1 �� / • 175 192 209 226 2461 /Y 176 193 210 227 247 1 160 1 177 194 211 228 248 161 178 195 212 229 249 162 179 196 213 230 -- ('Wb. "ilia- 120 128 136 - mas ' m o't"' 121 129 138 8 ww www AAA AAAA A AANNNN NN 122 130 7 I Nm JW ID0 NwAmm J ww O - Nw AN 123 131 _- .. 139 \ 140 124 132 - ' < 125 133 141 -24.00 142 i -126 134 5 NN NNmmmm mmmm 0) mJ JJJJ JJ 127 135 143 m J W%D O N W A N m J W tD O N W A N m 144 4 145 3 J J J W 0 W W W W W W W W W �D t0 tD tD t0 tD t0 J W ID O � N W A N m J tD W � N W A N m J ` 14 { gq ID ID O p 0 0 0 0 O O O O -� O N w A N m J W ID _N W A N m J W tD OL N CCWI � EXHIBIT C Prepared by: Randy Schumann RENTAL CAR PARKING LOT w E �w 10001nternationalDrive Approved by: Kim Miller Corpus Christi a Date: 1012812024 S International Airport Not to Scale Sheet No.1of1 SITE PLAN KEX LEGEND 1 QTA Site Total:245,520 SF king Lanes - 5�2 Total Parking Capacity Total Employee Parking 3 Loading Area Parking Lanes � 3 3 3 3 3 e I _ 1 2 2 2 The 51 t BUILDING TOTAL AREA 1 Fuel Positions 12 Common 10,725 SF 2� Car Wash Boy 3 Common 3,510 SF t 3� Maintenance Boy 5(1 each) 4,060 SF ® Administrative 5(1 each) 4,060 SF Support/Storage Common 2,470 SF TOTAL 27,825 SF 2 4 6 8 10 12 14 16 18 !8 30 32 3-: 36 38 1 3 5 7 9 11 13 15 17 19 29 31 33 35 37 PROPOSED RENT-A-CAR LANE# Parking - r••: y,—wiiR r. _91 � PARKING LOT LoaoLOADINGSgFt.TBD 1-38 Front Parking Lanes 89,710 SF - _ � 0 40 e ._f•' 1-41 Rear Parking Lanes 15,200 SF EMPLOYEE PARKING ® Enterprise Front Parking Lanes 45,250 SF AV �\ —�� - "- t,- L:g, R • 2�_27 Hertz Front Parking Lanes 18,860 SF ,\ Avis Front Parking Lanes 25,600 SF �C --__ Enterprise Rear Parking Lanes 7,640 SF 22-29 Hertz Rear Parking Lanes 2,960 SF — Avis Rear Parking Lanes 4,600 SF EXHIBIT D Prepared by: Randy Schumann n CCWI QUICK TURNAROUND AREA(QTA) a ��A Approved by: Kim Miller Corpus Christi 474 Pinson Drive 9 InternatlonalAirport Not to Scale Sheet No.Iofl Date: 1012812024 I I I � � I QTA BRAND Total Sq.Ft. Fuel.Positions ENTERPRISE 5,402 FLOOR PLAN Car Wash Bay ENTERPRISE 1,768 Support/Storage ENTERPRISE 1,244 Fuel Positions AVIS 3,138 BUILDING TOTAL AREA Car Wash Bay AVIS 1,027 Fuel Positions 12 Common 10,725 SF Support/Storage AVIS 723 Car Wash Bay 3 Common 3,510 SF Fuel Positions HERTZ 2,185 Car Wash Bay HERTZ 715 ® Support/Storage Common 2,470 SF Support/Storage HERTZ 503 �CC_ EXHIBIT E Prepared by: Randy Schumann �A+ QTA CAR WASH, FUEL&STORAGE Approved by: 474 Pinson Drive Kim Miller � 5 Corpus Christi Date: �9/2024 International Airport Not to Scale Sheet No.1of1 i i I .I --- •--- - -- I - - UT a a U0 ff0 fM B MAINT.1® ®MAINT.2 MAINT.3® MAINT.4® MAINT.5 I g p "'1eAA JJJ"' _/ T 0 FUEL POSITIONS OFFICE 1 OFFICE 2 OFFICE 3 OFFICE 4 OFFICE 5 FUEL POSITIONS21 ! x x x x x o d IT --- Tr -17LL -1-7 ,-- — _--__— _ - il I FLOOR PLAN BUILDING ADMIN. MAINT. lO Enterprise Office/Maint. 850 SF 775 SF 2 -1 Enterprise Office/Maint. 850 SF 775 SF L 3� Hertz Office/Maint. 850 SF 775 SF 17 4-4 Avis Office/Maint. 850 SF 775 SF F Avis Office/Moint. 850 SF 775 SF Cel � EXHIBIT F Prepared by: Randy Schumann QTA OFFICES &MAINT. pp y: Kim Miller � ��w Approved b Corpus Christi 474 Pinson Drive International Airport Not to Scale Sheet No.Iof1 Date: 10/28/2024 Rental Car Monthly Revenue Report cir City of Corpus Christi-Aviation Department' 1000 International Blvd. Exhibit G Corpus Christi,TX 78406 Revised 513112024 Company Location CRP MAG Paid Prior to the Submission of this Report MAG Rental Transaction Days Rental Transactions Revenue for Concession Fee Time&Mileage Fees daily,time,mileage charges&fees Vehicle Registration Recovery/Recoupment Fees fees for tax,title,licensing,registration Fuel Charges&Services fuelprepayment refueling,fuel replacementfees&othercharges Insurance Sales baggage,medical&any other add'!coverage Damage Waivers LDW,CDW,PDW,fees&charges for all types of waivers Upgrades,Exchanges,Special Use Fees all upgrades&exchanges one-way,inter-city,special surcharges Additional Equipment car seats,racks,radios,phones,navigation,wifi,satellite,sound sys. Misc&Optional Fees/Charges add'I drivers,underage,keys,cleaning,roadside,valet GARS Contracted Services 3rd party users&tenants Concession Recovery/Recoupement Fees fees chargedfor recovery or recoupmentforfees paid to City Operating Costs charges to recover operating costs All Other Fees,Charges, Receipts,Compensation Revenue for Concession Fee: $ - Concession Fee Due @ IM $ - Less MAG (if paid prior to report): Add'I Concession Due with Report: $ - Revenue Excluded Customer Facility Charges(CFCs)Collected $ - Prohibited Reductions: Airport Security Fees $ - Volume Discounts&Rebates Taxes Required by Taxing Authority Credit for Out-of-Pocket Purchases Bad Debt Recovery of Actual Damages/Loss/Conversion Local or National Discounts If applicable conditions apply Tickets/Fines/Towing If applicable conditions apply Total Allowable Exclusions: $ - Total Gross Revenue: $ - TOTAL DUE: $ - Report(including revisions),additional concession fee,CFCs collected,and airport security fees are due on or before the 20th of each month. Signatures The undersigned hereby certifies that this report is a true,accurate and complete statement of Company's Gross Revenues and AllowableExclusions in accordance with the terms within the Airport Rental Car Concession and Lease Agreement as amended,for the month reported. Prepared By .................................................................................................................... Signature For CCIA Use Only Name Title Date Signed Management Signature Name Title Date Signed Exhibit H DESIGNATION OF RESPONSIBILITIES FOR OPERATION AND MAINTENANCE RAC PREFERENTIAL USE SPACE RAC COMMON USE Administrative Support and Office Maintnenance Bay Fuel Position Car Wash Bay Stoira e 1. Air Conditioning a. Maintenance C N/A N/A N/A C b. Operation C N/A N/A N/A C c. Distribution C N/A N/A N/A C 2. Heating a. Maintenance C C N/A C C b. Operation C C N/A C C c. Distribution C C N/A C C 3. Lighting a. Bulb&Tub Replacement C C C C C b. Maintenance C C C C C 4. Electrical Maintenance C C C C C 5. Water a. Distribution C C C C N/A b. Fixtures C C C C N/A 6. Sewage a. Distribution N/A C C C C b. Fixtures N/A C C C C 7. Maintenance a. Otherthan Structure R R C C C b. Structure C C C C C c. Exterior C C C C C 8. Cusotidal Service a. Restroom C N/A C C C b. Office/Kitchen R N/A N/A N/A N/A c. Work Area N/A R R R R 9. Window Cleaning a. Exterior C C N/A N/A N/A b. Interior C C N/A N/A N/A NOTES: R-RAC,C-CITY, N/A-NOT APPLICABLE. NEW CONSTRUCTION AND DAMAGE REPAIR ARE NOT SUBJECT TO THIS MATRIX AND SHALL BE GUIDED BY THE LEASE DOCUMENT. 3.31. Insurance Requirements EXHIBIT I A. CONCESSIONAIRE'S LIABILITY INSURANCE 1 . Concessionaire must not commence work under this contract until all insurance required has been obtained-and such insurance has been approved by the City. Concessionaire must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. 2. Concessionaire must furnish to the City's Risk Manager and Contract Administrator one (1 ) copy of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, 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 Per occurrence - aggregate change 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 COMPENSATION Statutory and complies with Part II (All States Endorsement if Company is of this Exhibit. not domiciled in Texas) Employers Liability $500,000/$500,000/$500,000 RFP Template 03/15/2022 Page 13 of 25 POLLUTION LIABILITY $1,000,000 Per Occurrence (Including Fueling Operations) CRIME/EMPLOYEE DISHONESTY $1,000,000 Per Occurrence Concessionaire shall name the City of Corpus Christi, Texas as Loss Payee 3. In the event of accidents of any kind related to this contract, Concessionaire must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. B. ADDITIONAL REQUIREMENTS 1 . Applicable for paid employees, Concessionaire must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Concessionaire is not domiciled in the State of Texas. 2. Concessionaire shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Concessionaire's sole expense, insurance coverage written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. 3. Concessionaire shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. All notices under this Exhibit shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 4. Concessionaire agrees that, with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, and volunteers, as additional insured's by endorsement with regard to operations, completed operations, and RFP Template 03/15/2022 Page 14 of 25 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. 5. Within five (5) calendar days of a cancellation, non-renewal, material change or termination of coverage, Concessionaire shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Concessionaire's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 6. In addition to any other remedies the City may have upon Concessionaire's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Concessionaire to stop work hereunder, and/or withhold any payment(s) which become due to Concessionaire hereunder until Concessionaire demonstrates compliance with the requirements hereof. 7. Nothing herein contained shall be construed as limiting in any way the extent to which Concessionaire may be held responsible for payments of damages to persons or property resulting from Concessionaire's or its subcontractor's performance of the work covered under this contract. 8. It is agreed that Concessionaire's insurance shall be deemed primary and non- contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. 9. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. RFP Template 03/15/2022 Page 15 of 25 2024 Insurance Requirements Exhibit Legal Dept. - CCIA/Corpus Christi International Airport Rental Car Concession and Lease Agreement 05/31 /2024 Risk Management - Legal Dept. RFP Template 03/15/2022 Page 16 of 25 ON-AIRPORT RENTAL CAR CONCESSION AND LEASE AGREEMENT STATE OF TEXAS COUNTY OF NUECES This ON-AIRPORT RENTAL CAR CONCESSION AND LEASE AGREEMENT ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipality ("CITY"), acting through its Director of Aviation ("Director"), and The Hertz Corporation, a corporation organized and existing under the laws of the state of Delaware, (doing business as Hertz, Dollar Rent A Car and Thrifty Car Rental), and authorized to do business in the State of Texas ("CONCESSIONAIRE"). WHEREAS, the CITY owns and operates the Corpus Christi International Airport located in Corpus Christi, Nueces County, Texas ("Airport"); WHEREAS, rental car services on and at the Airport are essential to the proper accommodation of passengers arriving at and departing from the Airport; and WHEREAS, the CITY desires to make the services available at the Airport and CONCESSIONAIRE is qualified to furnish and perform the necessary services pursuant to this Agreement. NOW, THEREFORE, in consideration of the foregoing and the terms, conditions, and covenants stated in this Agreement, the parties agree for themselves, their successors, and authorized assigns, as follows: Article I. TERM The term of this Agreement is five years, effective , ("Effective Date") and ending at midnight on September 30, 2029, unless sooner terminated as provided in this Agreement. Upon mutual agreement by CITY and CONCESSIONAIRE, this Agreement may be extended for two one-year option periods. Any holdover by CONCESSIONAIRE following the expiration of this Agreement may only occur if in accordance with the holdover provisions set out elsewhere in this Agreement. Article II. PRIVILEGE OF CONCESSION AND LEASE; NONEXCLUSIVE CITY hereby awards and grants to CONCESSIONAIRE, and CONCESSIONAIRE hereby accepts,the privilege, right and obligation to conduct and operate an on-Airport rental car service at the Airport ("Concession") and the lease of land and improvements located on Airport property for the sole purpose of operating the Concession ("Lease"), all during the term of this Agreement on a nonexclusive basis for the purpose of arranging rental car and related services for Airport customers where such services are furnished by CONCESSIONAIRE. For the purposes of this Agreement, "customer" means any person, including an entity, that rents a motor vehicle from a car rental company regardless of whether the person receives the vehicle on the Airport premises and includes any person receiving complimentary or discounted rentals. For purposes of this Agreement, "car" means any non-chauffeured, self-propelled motor vehicle on four wheels for passenger transportation with a maximum capacity of 15 passengers (including the driver). Self- haul (such as U-Haul'"), freight, and cargo trucks, delivery vans and trailers, and motor homes do not qualify as cars under this Agreement, and rentals of such motorvehicles are not permitted at the Airport. "Vehicle" may be used to denote "car" in the Agreement, but any interpretation of the meaning or context of use of the word "vehicle" is limited to the definition of "car" specifically provided herein. A. The concession rights and privileges granted and awarded to CONCESSIONAIRE are expressly made subject to all terms, conditions, and covenants of this Agreement. CONCESSIONAIRE specifically acknowledges and understands that City intends to grant rental car concessions to other persons.The award of concession rights and privileges to such other concessionaires shall not constitute a violation of this Agreement nor, in the event of the cessation or termination of such other rental car concessions during the Term hereof, shall the award of concession rights and privileges, and the lease of necessary land and improvements, to a substitute or successor concessionaire constitute a violation of this Agreement. B. As a nonexclusive Concession, CITY has the right to deal and perfect agreements or arrangements with any other person, firm, or company to engage in similar activities; provided, however, that no such other on-Airport rental car concession agreement or arrangement may contain terms, conditions, or covenants more favorable to any other rental car concessionaire than those granted to CONCESSIONAIRE in this Agreement (excluding differences related to the number of allocated Terminal counter/office space, Terminal parking spaces, the location of the concession area, and the location of service/maintenance facilities, all of which are determined bythe minimum annual guarantee provisions under this Agreement), including as to any rents, fees, or guarantees provided for in this Agreement. In the event that any agreement granted by the CITY to any other on-airport rental car concessionaire may be deemed to contain terms, conditions, or covenants more favorable to such other concessionaire than the terms, conditions, and covenants in this Agreement,then, the CITY may, at its sole discretion, amend this Agreement to include terms, conditions, and covenants that are comparable to that of the other on-airport rental car concessionaire. Article III. LEASED PREMISES A. In accordance with this Agreement, CITY leases to CONCESSIONAIRE sufficient space to conduct its Concession operations within the Airport terminal building located at 1000 International Drive in Corpus Christi and at a separate quick turnaround area ("QTA"), also on 2 Airport property and located at 474 Pinson Drive, in Corpus Christi, both locations as further described in this Agreement and depicted on Exhibit "A," and Exhibits "B" and "C" (which includes terminal counter, office, queuing, and hallway space as well as ready/return parking lot spaces) and Exhibits "D," "E," and "F" (QTA facility area; QTA office and maintenance location, fueling stations, car wash bays, and support/storage areas; and QTA queuing lanes, employee parking, and temporary storage vehicle parking), all exhibits being attached to this Agreement and the content of each exhibit being incorporated by reference into this Agreement as if set out fully here in its entirety. Collectively, the two separate locations (terminal and QTA), each of which contains common use areas and exclusive use areas for the operation of CONCESSIONAIRE'S Concession, may be referred to in this Agreement as the "Leased Premises". B. The Leased Premises, as noted, consists of both common use areas and exclusive use areas. Common use areas are defined to include all land, buildings, walkways, landscaping, and other improvements leased within as well as outside of the Airport terminal building and within the boundaries of the QTA, as applicable, that are not otherwise exclusively leased by CONCESSIONAIRE and are available for shared use by CONCESSIONAIRE as well as by any other rental car concession operator who has executed a similar concession and lease agreement with CITY, as such land and facilities are further delineated in this Agreement and Exhibits B, C, D, E and F and which areas are subject to modification or adjustment in size or availability for use from time to time by the Director as may be necessary for the efficient operation of the Airport terminal building and the QTA. Ready/return parking lot spaces, as further delineated in this Agreement and the exhibits, are deemed common use areas that are preferentially assigned bythe Director and subjectto reallocation and reassignment duringthe term of this Agreement, as such reallocation and reassignment are further described elsewhere in this Agreement. Exclusive use areas are defined to include all allocated counter, office, service/maintenance space, and queuing lane space designated and leased only to CONCESSIONAIRE, as further delineated in this Agreement and the exhibits, and which may be subject, under specified terms and conditions set out elsewhere in this Agreement, to removal from exclusive use and reallocation of the space at one or more times during the term of this Agreement. C. Terminal Space— Inside. Common use areas and exclusive use areas in the Airport terminal building and adjacent parking lot area leased to CONCESSIONAIRE as follows: 1. Allocation of Counter/Office Spaces; Location. Counter/office spaces will be allocated by the CITY on or about the Effective Date, based upon the initial minimum annual guarantee ("MAG") amount submitted by CONCESSIONAIRE, in response to the City's request for proposals for award of an on-Airport rental car concession ("RFP"), as measured against the MAG amounts submitted by all rental car concession operators. (A copy of the RFP and CONCESSIONAIRE'S submitted response to the RFP are both incorporated by reference into this Agreement as if set out here in their entireties.) The rental car concession operator who submitted the highest MAG will choose their preferred counter location first; the operator who submitted the second highest MAG will choose 3 their preferred counter location next from the remaining available locations; and selections of the remaining counter locations will continue in the same manner and descending MAG order until all rental car concession operators have selected a location. If CONCESSIONAIRE, immediately prior to the execution of this Agreement, was a current rental car concession operator at the Airport, CONCESSIONAIRE may elect to, upon its turn in order of MAG priority and subject to such space remaining available, retain its existing counter location. The foregoing notwithstanding, consideration may be given by the CITY, in its sole discretion, to determine the location of CONCESSIONAIRE'S counter space to minimize relocation costs and to balance the utilization of the counter spaces. The counter location selected by CONCESSIONAIRE includes the companion adjacent office and customer queuing area. CONCESSIONAIRE'S counter, office and queuing space are shown in Exhibit B. 2. Designation of Counter, Office, Queuing, and Hallway Spaces. CONCESSIONAIRE'S assigned terminal counter, office and queuing spaces are deemed exclusive use areas.The hallway space for ingress and egress adjoining CONCESSIONAIRE'S office space (as well as adjoining all other rental car concession operators' office spaces) is deemed a common use area. 3. Rent for Counter and Office Spaces. CONCESSIONAIRE shall pay to CITY,without notice or demand, for the right and privilege of doing business at the Airport via occupancy of counter and office spaces, use of the common hallway, and use of the assigned queuing space (collectively, the "Terminal Counter/Office Space") an annual terminal rental rate per square foot equalto 100%of the applicable annual signatory airline square footage rate multiplied bythe total squarefootage shown in Exhibit Bforterminalcounter/office space# occupied by CONCESSIONAIRE, such area totaling approximately 1,209 square feet,to be paid in equal monthly installments. The Terminal Counter/Office Space rent is due on or before the 1 st day of each month beginning on the Effective Date. The annual terminal rental rate per square foot is subject to adjustment during the term of this Agreement whenever the terminal rental rate charged to the signatory airlines is increased. Should the signatory airlines' terminal rental rate be increased, CITY shall provide CONCESSIONAIRE with at least 30 days advance written notice of any change in the Terminal Counter/Office Space rental rate; CONCESSIONAIRE shall be obligated to pay the new Terminal Counter/Office Space rental rate on and after the effective date of the change; and the annual amount due (and pro rata monthly amount due)will be modified accordingly. D. Terminal Space — Outside. Common use areas and exclusive use areas in the Airport terminal's adjacent ready/return parking lot area are leased to CONCESSIONAIRE as follows: 1. Allocation of Terminal Ready/Return Parking Spaces; Location. An initial allocation of terminal parking spaces in the adjacent ready/return parking lotwill be made bythe CITY on or about the Effective Date, based upon the initial MAG amount submitted by CONCESSIONAIRE, in response to the City's RFP, as a percentage of all MAGs and that percentage multiplied by the total available ready/return spaces. CONCESSIONAIRE will 4 be allocated not less than 10 ready/return spaces.The location of the Ready/Return spaces for each successful Bidder will be determined by the Airport Director or his designee, in the Director's sole discretion. The foregoing notwithstanding, consideration may be given by the Director, in his sole discretion, to determine the location of CONCESSIONAIRE'S parking spaces to minimize relocation costs for the Airport and to balance the utilization of all parking spaces. Collectively, all allocated terminal ready/return parking spaces of CONCESSIONAIRE (including front end spaces) may be referred to as the "Parking Spaces." The initial allocation of Parking Spaces is and will remain effective until the next allocation date or the end of the term of this Agreement if there is not a subsequent allocation date. Exhibit C depicts the terminal ready/return parking lot and its boundaries. Following the initial allocation process, CONCESSIONAIRE will be provided with a separate, supplementary assignment list depicting CONCESSIONAIRE'S initial allocation of Parking Spaces, such list then being incorporated by reference and forming part of Exhibit C as if such list were set out here in this Agreement. 2. Designation of Terminal Ready Return Parking Lot and Assigned Parking Spaces. The ingress and egress areas of the terminal parking lot are deemed common use spaces. The initial allocated, selected, and assigned Parking Spaces of CONCESSIONAIRE are deemed exclusive use areas while assigned to CONCESSIONAIRE. 3. Rental for Parking Spaces:Sales Tax. CONCESSIONAIRE shall pay to CITY,without notice or demand, for the right and privilege of doing business at the Airport via occupancy of the Parking Spaces a monthly rental rate of $30.00 per individual parking space multiplied by the total number of spaces occupied by CONCESSIONAIRE. The monthly rental rate is subject to change annually during the terms of the agreement up to $1.00 per individual parking space per year. The Parking Spaces rent is due on or before the 1 st day of each month beginning on the Effective Date. The Parking Spaces rental rate is based on the average cost of providing vehicular parking areas for tenants and passengers using the Airport, and such Parking Spaces rental rate is subject to change annually during the term of this Agreement, effective on and after the yearly anniversary date of this Agreement, upon advance written notice to CONCESSIONAIRE. CONCESSIONAIRE shall be obligated to pay the new Parking Spaces rental rate beginning on the date shown in the notice; and the subsequent monthly amount due from CONCESSIONAIRE will be modified accordingly. CONCESSIONAIRE shall, in addition to paying rent on the Parking Spaces, also pay any applicable sales tax due for the Parking Spaces allocated to CONCESSIONAIRE. 4. Reallocation of Parking Spaces. At the end of the second anniversary of the effective date of this Agreement, the Parking Spaces assigned by initial allocation to CONCESSIONAIRE may,in the sole discretion of the CITY, be reallocated in the event that at least one individual rental car concession operator has up to 10% variance in market share for the immediate previous 12-month measurement period of the Agreement. "Market share," for the purposes of this Agreement, means the amount, expressed as a percentage, equal to the quotient of (i) CONCESSIONAIRE'S Gross Revenues (as such term is defined in this Agreement)duringthe immediately preceding 12-month period divided by(ii)the sum of the 5 Gross Revenues of CONCESSIONAIRE and all other rental car concession operators during such 12-month period. The City shall endeavor to retain the reallocated parking spaces in the same general area as the previously allocated parking spaces, considering the requirement for all rental car concession operators to retain a certain number of front-end parking spaces. In the event of a reallocation of terminal ready/return parking spaces, CONCESSIONAIRE shall be provided with an updated list of Parking Spaces, such list then replacing the previous list, being incorporated by reference without need of a formal amendment to this Agreement and forming part of Exhibit C as if such list were originally set out here in this Agreement. 5. Ready/Return Parking Lot SiLsnage. In the event CONCESSIONAIRE desires to add a company logo or other identifier on the parking space identification signage for any of CONCESSIONAIRE'S Parking Spaces, CONCESSIONAIRE shall provide the CITY the finished signage faceplate complete with logo/identifier and space number (with the City providing the sign pole), such signage markings being subject to the final approval of the Director. The CITY shall be responsible for acquiring and installing all other signage in the terminal ready/return parking lot. The CONCESSIONAIRE shall be responsible for the cost of the branded sign logo/identifier to be installed on the City owned sign. E. Quick Turnaround Area Facility. Common use areas and exclusive use areas in the Airport QTA facility are leased to CONCESSIONAIRE as follows: 1. Allocation of QTA Facilities: Location. The allocation of QTA facility space to include office and service/maintenance space; queuing lanes; fuel positions; car wash bays; and support/storage areas(collectively, "QTASpace"),will be made by the CITY on or about the Effective Date, based upon the initial MAG amount submitted CONCESSIONAIRE, in response to the City's RFP, as measured against the MAG amounts submitted by all rental car concession operators. The rental car concession operator who submitted the highest MAG will choose their preferred QTA Space location first; the operator who submitted the second highest MAG will choose their preferred location next from the remaining available locations; and selections of the remaining locations will continue in the same manner and descending MAG order until all rental car concession operators have selected a location. If CONCESSIONAIRE, immediately prior to the execution of this Agreement,was a current rental car concession operator at the Airport, CONCESSIONAIRE may elect to, upon its turn in order of MAG priority and subject to such space remaining available, retain its existing QTA Space location. The foregoing notwithstanding, consideration may be given by the CITY, in its sole discretion, to determine the location of CONCESSIONAIRE'S QTA Space to minimize relocation costs and to balance the utilization of all QTA locations. Exhibit D depicts the entire QTA facility location and its boundaries. CONCESSIONAIRE'S specific allocated QTA Space at the facility is as shown in Exhibit D. 2. Designation of QTA Facility Space. CONCESSIONAIRE'S allocated QTA Space is deemed an exclusive use area. The walkways, sidewalks, fueling stations and lanes, the car wash bays, employee parking areas,vehicle loading lanes,temporary vehicle parking lanes, and 6 the ingress and egress to the QTA facility are deemed common use areas. The queuing lanes, as depicted in Exhibit D, are provided for daily use by CONCESSIONAIRE for parking its vehicles as rentals in the QTA. The parking lanes located on the northeast side of the QTA facility are provided for use by CONCESSIONAIRE solely for the temporary, short term storing of its vehicles for daily use at the QTA. 3. Rental for QTA Space a. CONCESSIONAIRE shall pay to CITY,without notice or demand, for the right and privilege of doing business at the Airport via occupancy of the QTA Space and use of the facilities an annual rental rate of$8.00 per square foot for the areas designated on Exhibit F as office/administration space, such area being 850 square feet, for a total annual amount of 6 800.00, paid in equal monthly installments of$566.67. b. CONCESSIONAIRE shall pay to CITY an annual rental rate of$6.30 per square foot for those areas designated on Exhibit F as shop/maintenance space, such area being 775 square feet, for a total annual amount of 4 882.50, paid in equal monthly installments of$406.88. c. CONCESSIONAIRE shall payto the CITY an annual rental rate of$0.50 per square foot for the CONCESSIONAIRE'S pro-rata share of the area designated on Exhibit D as the queuing lanes and parking lanes and on Exhibit E as fuel positions; car wash bays and support/storage. d. All QTA rent shall be paid by CONCESSIONAIRE on or before the 1st day of each month beginning October 1, 2024. e. The annual QTA rent is based on the amounts shown in the Airport's third-party appraisal report. Rental rates for all Airport real properties are adjusted on a five- year cycle and are based on a fair market appraisal conducted by the City. The most recent fair market appraisal was conducted in May 2023. For purposes of determining the fair market value by appraisal, the values determined by the appraiser are final. Should the QTA Space rental rate change, CITY shall provide not less than 60 days advance written notice of any change; CONCESSIONAIRE shall be obligated to pay the new annual QTA Space rental rate on and after the effective date of the change; and the annual amount due (and pro-rate monthly amount due)will be modified accordingly. Article IV. GUARANTEED CONCESSION REVENUES A. Concession Fee In exchange for the privilege of conducting and operating a Concession at the Airport, CONCESSIONAIRE shall pay to CITY, without notice or demand, an annual concession fee("Concession Fee"). The Concession Fee for the first year of the Agreement is defined to be (i) a percentage fee ("Percentage Fee") equal to 11% of CONCESSIONAIRE'S annual Gross Revenues ("Required Percentage") or (ii) the MAG amount proposed and promised by CONCESSIONAIRE pursuant to the City's RFP, whichever is greater. The first year's baseline MAG amount to be paid by CONCESSIONAIRE is 7 $328,392.00.Any concession recovery fee or recoup mentfee stated on a customer invoice and charged to the customer by CONCESSIONAIRE shall not exceed 12.36% of the total charge to the customer prior to the assessment of the concession recovery fee or recoupment fee. B. Monthly Gross Revenue Statement: Due Date. On or before the 15th day of each month, CONCESSIONAIRE shall provide CITY with its Gross Revenues Statement. A blank copy of the required form of the Gross Revenues Statement is attached to this Agreement as Exhibit G. C. Concession Fee: Remittance On or before the 25th day of each month, CONCESSIONAIRE shall remit 1/12th of the MAG or Required Percentage based on the Monthly Gross Revenue Statement. A Concession Fee payment shall be considered late if not received by the City by the 30th day of each month. D. Gross Revenues — Included. For the purposes of this Agreement, "Gross Revenues" means the total amount charged to customers by CONCESSIONAIRE whether by cash, credit or otherwise, including any separately stated fees and charges related to CONCESSIONAIRE'S rental car business as authorized by this Agreement, any activities related directly to that business, and any other business operations of CONCESSIONAIRE in the rental car areas or elsewhere attheAirport including, but not limited to,theAirport's terminal,fixed base operators' locations, the QTA, and other Airport property. Gross Revenues applies to all cars supplied by CONCESSIONAIRE to its customers at the Airport without regard to the manner in which or place at which a rental car agreement is entered into and without regard as to whether the car is owned, leased, rented or otherwise held by CONCESSIONAIRE. Revenues which may be derived from sources similar but not identical to those described in this Agreement are required to be included in Gross Revenues.All revenue is included in Gross Revenues unless specifically excluded bythis Agreement. For the avoidance of doubt, and not as a limitation on the general applicability of the foregoing definition of Gross Revenues, it is agreed and understood that Gross Revenues expressly includes, but is not limited to: 1. Time and MileaLse. Fees for the rental or leasing of vehicles pursuant to daily or time charges and/or mileage charges and fees; 2. Vehicle Registration Recovery/Recoupment Fees. Fees charged to customers for CONCESSIONAIRE'S recovery or recoupment of vehicle tax, title, and licensing or registration fees for its fleet vehicles; 3. Fuel. Fees for all fuel options collected from or charged to customers such as, but not limited to, prepayment of fuel, refueling (including charges for fuel and refueling services), and any other charges related to fuel, fuel replacement, and/or servicing and including all monies collected from and/or charged to customers in advance for fuel pursuant to a rental agreement; 8 4. Insurance. Premiums and any other fees and charges for acceptance of all types of insurance and/or insurance supplements including, but not limited to, personal accident insurance, personal effects insurance, baggage insurance, liability insurance, medical protections and coverage, and personal effects protection insurance; 5. Waivers. Fees and charges for all types of acceptance of insurance waivers or loss or damage waivers of all types such as, but not limited to, loss damage waiver, collision damage waiver, partial waivers, and windshield damage waivers; 6. Upgrades. Exchanges. and Special Fees. Fees and charges for all vehicle upgrades and exchanges and all one-way, inter-city, or special surcharges and similar fees; 7. Additional Equipment. Fees and charges for additional equipment, communications, and technology including, but not limited to, infant car seats, child restraint seats, car racks, radios, phones, navigation,Wi-Fi, satellite services, and sound systems; 8. Miscellaneous and Optional Fees/Charges. Fees and charges for all miscellaneous items and services including, but not limited to, additional drivers, drivers under a certain age, keys, cleaning of vehicles, roadside assistance, towing, and valet services; fees charged for charged for government rentals including any "Government Administrative Rate Supplement(GARS)" or similar fee; and fees charged to customers carbon offset or other environmental programs; 9. Contracted Services. Fees generated from contracted services with other Airport concessionaires, users, and tenants, and any other third parties; 10. Concession Recovery/Recoupment Fees. Fees charged to customers for CONCESSIONAIRE'S recovery or recoupment of the amount of the Concession Fee paid to the City (not to exceed the limitation amount stated elsewhere in this Agreement); 11. 0 ep rating Costs. Charges to recover any of CONCESSIONAIRE'S operating costs including, but not limited to, franchise fees and other taxes or surcharges levied on CONCESSIONAIRE'S activities, facilities, equipment, real or personal property, payroll taxes, income taxes, and taxes on frequent flyer miles paid directly to an airline; and 12. Other. Any and all other fees and charges charged to a customer and all receipts, compensation, revenue, or other consideration received or accrued to CONCESSIONAIRE, CONCESSIONAIRE'S franchisor or any other affiliated person or entity for or on account of the CONCESSIONAIRE'S rental car concession, its operations, or its fleet of vehicles, unless specifically excluded in this Agreement. C. Gross Revenues—Excluded. Unless revenues from CONCESSIONAIRE'S rental car business 9 are expressly and specifically excluded from Gross Revenues under this Agreement ("Allowable Exclusions"), such revenues must be included in Gross Revenues. CONCESSIONAIRE may expressly exclude from Gross Revenues the following Allowable Exclusions; such items being specifically excluded from Gross Revenues in this Agreement as follows: 1. Customer Facility Charge. Monies collected by CONCESSIONAIRE from CONCESSIOAIRE'S customers who rent or otherwise enter into a similar arrangement for the use of a car with CONCESSIONAIRE and who incur customer facility charges for each transaction day as mandated by and in accordance with City law("CFC") for the benefit of CITY and the Airport, as such CFC rate amount may be determined by CITY during the term of this Agreement. For the purposes of this Agreement, "transaction day" means that period a car is rented to a customer for twenty-five(25) or fewer hours for the initial or first transaction day and any portion of one or more additional twenty- four-hour period(s) for each transaction day thereafter. CFCs shall be identified on separate lines on the customer contract, before taxes, and shall be described as the "transaction fee"or"airport facility fee." While the monthly Gross Revenues statement includes a line for reporting of CFCs, such CFCs do not constitute a Gross Revenue of CONCESSIONAIRE. 2. Taxes. Monies collected from CONCESSIONAIRE'S customers for federal, State, City, or other local/municipal taxes levied on the rental transaction or the sale to the customer of ancillary products or services which are required by law to be charged to customers and remitted to a taxing authority. These taxes shall be separately stated (separate line item) and computed on the rental agreements and identified for the customer. It is agreed and understood that neither the CFC, nor the Concession Fee payable by CONCESSIONAIRE pursuant to this Agreement, nor the Airport Security Fee (below) constitute a tax. 3. Recovery of Actual Dama Lies/Loss/Co nversion. Monies received by CONCESSIONAIRE as reimbursement or compensation for actual damages to, or loss or conversion of,vehicles rented to customers at the Airport,whether paid by customer, an insurance company, or other third party. 4. Local or National Discounts. Any local or national discounts provided to customers at the time of rental, separately stated on the customer's rental agreement, and discount taken on customer's receipt upon vehicle return; provided, however,that any discount, dividend, rebate, or other reduction in charges applied retroactively (i.e., after completion of the rental transaction at the time of vehicle return), including volume discounts and other corporate business incentive programs of CONCESSIONAIRE(e.g., corporate/commercial discounts or dividends) are not an Allowable Exclusion from Gross Revenues. 5. Airport Security Fee. Monies collected from CONCESSIONAIRE'S customers for the 10 Airport Security Fee, as described previously in this Agreement. 6. Tickets/Fines/Tolls and Towing. Amounts received by CONCESSIONAIRE as payment from customers for red light tickets; parking tickets; other governmental fines and fees associated with such tickets; towing; and impounded vehicles. For clarity, any administrative fees that may be charged by CONCESSIONAIRE to its customers(related to this allowed exclusion from Gross Revenues) are expressly not permitted to be excluded. D. Gross Revenues — Prohibited Reductions.CONCESSIONAIRE is prohibited from reducing Gross Revenues by any of the following: 1. Volume Discounts and Rebates. Corporate or volume discounts or rebates, unless CONCESSIONAIRE can establish for each corporate or volume customer invoice: (a) the amount of the discount or rebate; (b) that the customer has a contractual right to the discount or rebate; and (c) that the amount CONCESSIONAIRE claims as an exclusion from Gross Revenues is attributable to rental car transactions at the Airport by that corporate or volume customer. Furthermore, even if the above criteria can be established for each corporate or volume customer invoice, Gross Revenues may not be reduced by corporate or volume discounts or rebates unless the discount or rebate: (i) is documented for each transaction day of a customer during a given month and (ii) the necessary transaction information and documentation is timely submitted with CONCESSIONAIRE'S monthly Gross Revenues report. 2. Credit for Out-of-Pocket Purchases. Credits or refunds given to CONCESSIONAIRE'S customers or deductions or credits made on rental car agreements or receipts for such things as out-of-pocket purchases of fuel, oil, or emergency services, without limitation, regardless of where such purchase is made or provided, may not be deducted from Gross Revenues. 3. Bad Debts. Any charge that CONCESSIONAIRE customarily incurs or makes for goods and services even though CONCESSIONAIRE fails, or failed, to collect such a charge may not be deducted from Gross Revenues (i.e., no chargebacks of bad debt permitted). E. Overpayment/Underpayment of Concession Fee and Other Amounts. If the aggregate Concession Fee due for anyyear of this Agreement exceeds the greater of(i)the MAG applicable to such year or(ii) a Percentage Fee equal to the Required Percentage of its Gross Revenues for such year, the overpayment shall be credited to CONCESSIONAIRE'S account as CITY may determine; provided, however, in no event shall CONCESSIONAIRE take a credit against any subsequent Concession Fee or other payment owed to CITY for any such overpayment without the prior approval of the CITY. CONCESSIONAIRE shall have no right to set off or off-set any Concession Fee or other payment owed to CITY under this Agreement against any amounts that may be payable by CITY to CONCESSIONAIRE unless such credit is issued by the CITY. If the 11 aggregate Concession Fee payments made for any year of the Agreement is less than the greater of either the (i) MAG, as may be applicable in this Agreement, or (ii) the Required Percentage of CONCESSIONAIRE'S Gross Revenues for such year, CONCESSIONAIRE shall pay the balance due to CITY within 30 days after receipt of an invoice. F. MAG Adjustment. In the event that the total number of scheduled deplaning passengers at the Airport for any month during the Term of this Agreement declines to a level lower than seventy- five percent (75%) of the number of deplaning passengers for the corresponding month of the prior Fiscal year, Airport Director may, in his sole and absolute discretion, adjust the MAG Amount until such time as scheduled deplaning airline passengers at the Airport recover to a level greater than seventy-five percent (75%) of the number of deplaning passengers for the month prior to the initial month of the adjustment. Article V. CUSTOMER FACILITY CHARGES A. Customer Facility Charge (CFC) Program. CITY instituted a CFC program in 2010 for the benefit of the Airport and City,such program being enacted pursuant to Ordinance No.028575, as it may be amended from time to time, which is codified in the Corpus Christi Code of Ordinances. CONCESSIONAIRE, upon execution of this Agreement, understands and agrees that its performance of the Concession granted pursuant to this Agreement is subject to all provisions of Ordinance No. 28575, as amended, and the failure of CONCESSIONAIRE to strictly comply with Ordinance No. 28575, as amended, shall constitute a material breach of CONCESSIONAIRE'S authorization to conduct its Concession and transact business at the Airport and shall also constitute a material breach of the Lease. B. CFC Payment Due. On or before the 20th day of each month, beginning the second month of this Agreement, CONCESSIONAIRE, without notice or demand, shall remit to CITY the total CFCs collected, or that should have been collected, on all rental cartransactions originating at the Airport duringthe preceding month.As of the effective date of this Agreement,the CFC rate amount is$5.50 per customer per transaction day. C. CFC Calculation. In accordance with Ordinance No. 28575, as amended, each April during the term of this Agreement, the Director shall recalculate the CFC to be effective October 1 st of the same year. The Director shall consider any written comments of the CONCESSIONAIRE regarding any necessary adjustment of the CFC rate amount, but the Director, with the concurrence of the City's Director of Financial Services, has the sole and final determination of the CFC rate amount. Should the CFC rate amount increase, the Director shall endeavor to provide CONCESSIONAIRE with not less than 60 days advance written notice of any change; CONCESSIONAIRE shall be obligated to charge the new CFC rate amount per customer per transaction day; and the new CFC rate amount will remain in force unless and until subsequently modified. D. CFC Fiduciary Relationship: Segregation. All CFCs collected by CONCESSIONAIRE are and 12 shall be funds held by CONCESSIONAIRE intrust for the CITY for the benefit of the Airport and recognizing the third- party beneficiary status of any holders of any debt obligations issued by the CITYforthe benefit of the Airport. CONCESSIONAIRE and its agents hold only a possessory interest in the CFCs and no equitable interest. CONCESSIONAIRE shall segregate, separately account for, and disclose all CFCs as trust funds in their financial statements and shall maintain adequate records that account for all CFCs charged (or that should have been charged) and collected (or that should have been collected). Failure by CONCESSIONAIRE to segregate the CFCs shall not alter nor eliminate their trust fund nature.The CITY shall have the right to audit the CFC records of CONCESSIONAIRE upon reasonable notice. E. CFC Annual Certified Report. CONCESSIONAIRE shall provide a detailed annual CFC report within 90 days after the close of the contract year of this Agreement-containing all information regarding CFC collections and remittances required in prior annual reports submitted to CITY, or as may be required by CITY. The CFC annual report must be in a form acceptable to the Director and CITY. Each annual report must be certified and signed by an officer of CONCESSIONAIRE attesting to the accuracy of the data and information presented in the report. If the annual CFC report reveals, after review and verification by the CITY, that the CONCESSIONAIRE has overpaid its CFCs, the amount shall be handled by issuance of a credit memo by CITY'S Department of Aviation against the next pro rata monthly CFC payment due from CONCESSIONAIRE following the statement. Failure on the part of CONCESSIONAIRE to submit this required certified annual statement by the close of business on the latest date due will result in the assessment of a late fee of$200.00 for anyfraction of a calendar month during which the statement is past due, with such late fee being cumulative in nature should such failure to submit continue beyond 30 days. F. Contingent Fee. If, in any Concession Agreement year, the projected amount collected through CFCs is expected to be insufficient to meet the applicable reserves for QTA debt and expense obligations of the City, CONCESSIONAIRE agrees to pay an additionalfee at the times and in the same manner as CFC fees are to be paid as required bythe terms of this Agreement, in an amount determined by the City in its sole discretion (after allocating the amount of the additionalfee among all concessionaires operating a rental car concession attheAirport based on their pro rata share)that shall be sufficientto provide funds in an amount at least equal to the difference between the projected CFC collections for such year and the amount necessary to meet the applicable debt and expense requirements, which additional fee shall be referred to in this Agreement as the "Contingent Fee." G. Authorized Uses of CFCs. Pursuant to ordinance adopted by the City (see Chapter 9 of the City Code), CFCs are only authorized to be used by the City for the following City-incurred expenditures: costs associated with the design, acquisition, planning, development, construction, operation, maintenance, repair, equipment, and replacement of facilities and related improvements made use of in or connected to the business of renting cars at the airport. Any or all of the CFCs collected may be pledged to the punctual payment of debt service on obligations(and any other pecuniary obligation)issued by or on behalf of the City for the benefit of the Airport for the cost of the car rental portion of facilities, parking lots, buildings, and other 13 improvements, and to create and maintain reasonable City operating and maintenance reserves as well as capital asset repair and replacement reserves. Eligible costs for the car rental facilities and related improvements include all costs,fees, and expenses associated with the City's design, acquisition, planning, development, construction, equipping, operation and maintenance, capital repair and replacement, and site improvement. Nothing herein shall be construed to make fees, costs, or expenses incurred in tenant improvements for space exclusively used by a car rental company ineligible. "Equipping," for the purposes of this section, is limited to providing necessary equipment within the common use areas and car maintenance bays of the car rental facilities. "Operation and maintenance," for the purposes of this section, does not include fees, costs, or expenses incurred for or associated with consumables, such as paper supplies, oils and lubricants, or other products used in the business of the car rental facilities. Pursuant to the Texas Constitution, CFCs, as revenue of the City, may not be expended for the benefit of any private person or entitywithout a municipal public purpose and benefit being provided for and accomplished. Article VI. OTHER CONCESSION — RELATED FEES AND CHARGES A. Airport Security Fee. As deemed necessary, the Director, in his/her sole discretion, shall hire security personnel and/or install security equipment as required by current and future FAA mandates for security of the rental car operation areas and related facilities, for which the CONCESSIONAIRE shall charge its customers $.50 per transaction day as an Airport Security Fee. This charge must be added to every car rental agreement. On or before the 20th day of each month of this Agreement, CONCESSIONAIRE, without demand or notice, shall remit the Airport Security Fees due to CITY. The Airport Security Fee rate amount is subject to change annually on October 1 st of eachyear during the term of this Agreement. B. QTA Fueling Facilities; Charges and Deposits. 1. City agrees to purchase and have delivered to the QTA regular grade unleaded fuel and standard grade vehicle oil to be utilized by CONCESSIONAIRE for use in conducting the required Concession operation. CONCESSIONAIRE agrees to purchase and use only the fuel from the fueling station at the QTAfor allvehicles used as rentalvehicles atthe Airport. Failure to purchase fuel solely from the QTA shall be considered a material default under the terms of this Agreement, unless such fuel in unavailable from CITY or CITY provides prior written consent. CITY shall make a good faith effort to obtain an acceptable grade and quality of fuel and oil at the lowest cost available and have an adequate fuel and oil supply available at all times unless the availability or supply of fuel and oil is disrupted due to reasons beyond the reasonable control of CITY. 2. CITY shall provide CONCESSIONAIRE fuel keys in a quantity sufficiently reasonable to allow CONCESSIONAIRE to fuel its vehicles without disruption, such quantity as may be determined by the Director in consultation with CONCESSIONAIRE. The fuel keys provided activate both the fuel pumps as well as the entrance and exit gates. CITY'S computerized 14 fuel management system will track fuel dispensed to CONCESSIONAIRE.Any shortages or variations of fuel and oil inventories not directly attributable to the actions of CITY will be charged to CONCESSIONAIRE based on Market Share if the variation or shortage cannot be reconciled. 3. The cost of oil and of fuel per U.S. gallon charged to CONCESSIONAIRE will be based on CITY'S contract cost per gallon(including all applicable taxes, surcharges,delivery charges, and fees, as well as eligible discounts and volume rebates obtained by CITY) plus a per gallon dispensing fee for oil and per gallon QTA fuel fee as set forth annually in the Airport Schedule of Rates & Fees. CITY shall invoice CONCESSIONAIRE monthly for the Fuel and Oil Charge at the QTA for any quantity of oil and/or fuel that was dispensed by CONCESSIONAIRE into its Concession vehicle inventory, plus any applicable variation or shortage amount. The invoice will list the total oil and fuel amounts by gallons for the preceding month, applicable taxes and destination charges, the price per gallon, and the charges due to CITY, and such invoice will be provided to CONCESSIONAIRE by the 20th day of each month. CONCESSIONAIRE shall remit payment per the invoice for all oil and fuel dispensed and associated fees on or before the 30th of each month. 4. Failure by CONCESSIONAIRE to pay one or more invoices in a timely manner may result in CITY denying access to the fuel system (by deactivating CONCESSIONAIRE'S fuel keys), in addition to all other remedies available to CITY in this Agreement, and such access to the fueling system will remain suspended until all amounts owed to CITY are paid in full. 5. A security deposit in the form of a bond, certified check, cashier's check, or other form of security acceptable to CITY equal to two months' of the average amount of fuel pumped for the previous six months (or, if six months of data is unavailable, the two months of the highest average of available fuel dispensing data for any car rental operator at the QTA)will be required prior to the activation of CONCESSIONAIRE'S fuel key access. If CONCESSIONAIRE does not provide a reasonable estimate for the purpose of establishing the security deposit requirement, the City will set the security deposit amount required at its sole discretion. City shall draw against such security depositwhen Concessionaire does not remedy payment after notice and opportunity to cure set forth above in subsection (6). Concessionaire will be required to restore the security deposit balance to the required amount within five (5)working days of written notice of draw down. 6. CONCESSIONAIRE shall use the fueling system and all associated apparatus in accordance with all safety directives and instructions. CONCESSIONAIRE shall immediately notify Airport personnel in writing, as outlined in the Operations Manual(such manual as later described in this Agreement), of any safety or hazardous conditions that may exist with regard to the fueling system, fueling stations, and associated apparatus. CITY, or its contractor, shall provide safety training regarding the fueling facility, systems, and apparatus to CONCESSIONAIRE prior to date of occupancy of the QTA by CONCESSIONAIRE. CONCESSIONAIRE is fully responsible for and shall hold CITY 15 harmless from CONCESSIONAIRE'S misuse or negligent use or operation of the fueling system and for any damages or injuries incurred as a result of such misuse or negligent use or operation. 7. City shall perform all required maintenance of CITY'S fueling system at the QTA. City shall also ensure that monthly leak detection is fully operational and in compliance with all applicable federal, State, and local laws, rules, and regulations governing the functional operation of the fueling system. Article VII. GENERAL PAYMENTAND TRANSACTION PROVISIONS A. Limitation as to Concession Recovery or Recoupment Fee. CONCESSIONAIRE shall not notate the Concession Fee payable to CITY as an "Airport Concession Fee" on customer invoices nor use any other explanation that would indicate or suggest to customers that the Airport has imposed a fee on each rental car transaction. Any concession recovery fee or recoupment fee stated on a customer invoice and charged to the customer by CONCESSIONAIRE shall not exceed 12.36% of the total charge to the customer prior to the assessment of the concession recovery fee or recoupment fee. B. Credit Transactions. CONCESSIONAIRE shall have the right to conduct all or a part of its business on a credit basis; provided, however, that the risk of such operation shall be borne solely by CONCESSIONAIRE, and CONCESSIONAIRE shall pay Concession Fees on all such credit transactions and report all sales, charges, and receipts, both cash and credit, in its monthly Gross Revenues statements to CITY. C. Transaction Data and Information Records. Upon commencement of this Agreement, CONCESSIONAIRE shall collect and retain transaction data, includingthe number of rental car transactions,date and time of each rental car transaction,the number of rental car transaction days per customer, and any other data, unit of measure, or information which is required to produce any written reports submitted to City pursuant to this Agreement and as may be reasonably determined by CITY as necessary to quantify daily transaction activities of CONCESSIONAIRE conducted orengaged in as partofthisAgreement.The data and information collected and retained by CONCESSIONAIRE shall be typical data and information utilized by the rental car industry in similar passenger airline and airport programs where a CFC is collected and remitted. The CITY may request this transaction data and information from time to time during the term of this Agreement, and CONCESSIONAIRE shall, upon CITY'S request, provide to CITY or a designated agent of CITYwithin 30 days of such request a transaction data report for CONCESSIONAIRE'S rental car activity and any other car rental-related transactions conducted during any monthly period(s) requested during the term of this Agreement, as well as any comparative historical transaction data collected during the 2016 and 2017 calendar years, if CONCESSIONAIRE was a former rental car concession operator with the City. D. Diversion Prohibited. Diversion,through direct or indirect means, of Concession Fee revenue 16 from the inclusion in Gross Revenues is prohibited. Diversion includes, but is not limited to, the occurrence or existence of the following: a shortage of rental cars at the Airport while having rental vehicles available elsewhere in the Corpus Christi metropolitan area; renting such a car to a potential customer that arrived at the Airport and not including the resulting rental car revenue in Gross Revenues; and the taking of a reservation, advertising, or suggesting to a potential customer arriving at the Airport that the customer rent a car at a location other than at the Airport regardless of the reason and not including the revenue resulting from such transaction in Gross Revenues. In addition to all other remedies available by law, CITY may terminate this Agreement upon a determination bythe Directorthatthe CONCESSIONAIRE has intentionally diverted Concession Fee revenue from Gross Revenues or failed to include the same in Gross Revenues as described in this Agreement. E. Payable When Due: Interest. All payments required to be made by CONCESSIONAIRE pursuant to this Agreement(whether related to the Concession, the Lease, or otherwise) shall be made without notice or demand from CITY on or before the date due in legal tender of the United States of America at CITY'S administrative office at the Airport, or at such other place as the CITY'S Director of Financial Services may designate in writing. Any amount payable to CITYwhich is not, or has not been, paid by CONCESSIONAIRE when due shall incur a $200 late fee per occurrence remitted by CONCESSIONAIRE. Payments due from CONCESSIONAIRE will be received by CITY only on standard business days Monday through Friday and during standard business hours 8 a.m. to 5 p.m. Payments will not be considered late if the date due falls on a weekend or CITY holiday, provided, payment is received on the next business day. Payment by CONCESSIONAIRE and acceptance by CITY of an overdue payment, a late fee, accrued interest, or any of the foregoing,shall not be construed as a waiver orforfeiture of any other rights or remedies of CITY contained elsewhere in this Agreement or as provided by law. For the purposes of this Agreement, the date payments are received by CITY shall be the U.S. Postal Service cancellation date on the envelope transmitting the payment, or the date such payment is received in the administrative office of the Airport by a CITY employee if the payment is hand delivered. F. Dispute as to Amount Due: Failure to Pay When Due. In the event of a dispute as to the amount due or to be paid by CONCESSIONAIRE of any rental, fee, or charge under this Agreement, CONCESSIONAIRE shall describethe basisforsuch dispute in writingand submit it to the CITY alongwith the required payment amount and any supporting data or information on or before the date due. The CITY shall investigate the basis of the dispute and respond in writing within 30 days. The CITY may accept without prejudice the sum tendered and, if a deficiency is determined, any late fee and/or interest due shall apply only to such deficiency amount. If CONCESSIONAIRE fails to pay any amount due, any surcharge or amount assessed in accordance with this Agreement,or any increase in a rental rate,CFC rate,or other fee or charge pursuant to this Agreement when the fee, charge, or increase is due, the Concession granted under this Agreement may be terminated at the sole discretion of the City; if so terminated, CONCESSIONAIRE shall vacate the Leased Premises following 60 days written notice from the CITY. 17 G. Accrued Fees:Subsequent Fees. CONCESSIONAIRE shall not be relieved of its obligation to pay all rents, fees, and charges due to the lapse of time, arising from CONCESSIONAIRE'S right of termination, or otherwise, which have accrued during the period in which this Agreement is in effect(including any holdover period)and which are unpaid at the time of expiration or earlier termination of this Agreement or that are accrued and unpaid upon the end of any holdover period in the Leased Premises. CONCESSIONAIRE shall also not be relieved of its obligation to pay all subsequent fees and charges which may be reasonably assessed to CONCESSIONAIRE caused by excessive wear and tear in the Leased Premises; damages caused by CONCESSIONAIRE, its employees, guests, contractors, and subcontractors while occupying the Leased Premises; and any other fees and charges which may be incident to CONCESSIONAIRE'S occupation or use of the Leased Premises. H. Performance Bond. CONCESSIONAIRE shall post with CITY a performance bond to be maintained for the term of this Agreement for an amount equal to the initial MAG amount. This financial guarantee may be in the form of a surety bond or a cashier's check made payable without recourse to the CITY of Corpus Christi. If CONCESSIONAIRE submits a bond, then the bond must be issued by a surety company acceptable to CITY, having a rating of "A" from AM BEST, MOODY'S, or STANDARD &POOR'S, and authorized to do business in the State of Texas, and the bond must be in a form and content satisfactory to the CITY. It is the responsibility of the CONCESSIONAIRE to ensure that the performance bond does not expire during the term of this Agreement and that a renewal bond is received by the CITY prior to the date of the previous bond's expiration. Expiration of the bond will result in a $300.00 penalty payable to CITY, with the same penalty amount being assessed by CITY for each successive month or fraction of a month until a new bond is received, and such surety bond expiration event may further result in the termination of this Agreement by CITY. If CONCESSIONAIRE terminates the Agreement (either voluntarily or involuntarily) before the completion of the full term, then CONCESSIONAIRE shall be responsible for a full 12 months of the MAG; further, in addition to remaining liable for any Lease payments,the CONCESSIONAIRE must pay another six months of the MAG or until CONCESSIONAIRE'S spot is filled to ensure that the CITY is made whole. I. Verification Regarding Israel. In accordance with Chapter 2270, Texas Government Code, CITY may not enter into a contract with a company for goods or services unless the contract contains a written verification from the companythat it:(i)does not boycott Israel and(ii)will not boycott Israel duringtheterm of the contract.The signatory executingthis Agreement on behalf of the CONCESSIONAIRE verifies that the company does not boycott Israel and will not boycott Israel during the term of this Agreement. Article VIII.GENERAL PAYMENT AND TRANSACTION PROVISIONS A. Financial Books and Records;Audit. CONCESSIONAIRE shall maintain a true and accurate set of books and records which, among other things, show all sales made and services performed for cash, credit, or otherwise. CITY may audit CONCESSIONAIRE'S books and records at anytime by a Certified Public Accountant("CPA") selected by the CITY. If the CPA'S 18 report discloses an error in CONCESSIONAIRE'S books and records resulting in an underpayment to CITY greater than two percent of the annual Concession Fee due, all expenses of the audit shall be paid by CONCESSIONAIRE together with any sum disclosed by the audit to the CITY. Furthermore, CONCESSIONAIRE shall pay CITY an underreporting penalty of 50% of the total amount due. Ina[[other cases, CITY shall pay the cost of the audit. The final report of the Certified Public Accountant retained by CITY is conclusive and binding upon both parties. B. Year-End CPA Statement and Opinion CONCESSIONAIRE shall employ, or contract with, an independent CPAwho shall furnish,within 90 days afterthe close of each contractyear of this Agreement, a written certification statement to CITY stating that, in their opinion, the Concession Fee paid by CONCESSIONAIRE to CITY during the preceding contract year was made in accordance with the terms of this Agreement. Such statement shall cover the dates of the immediately prior contract year of this Agreement only, not the CONCESSIONAIRE'S fiscalyear.Such statement shall also contain a list of the Gross Revenues by month, as shown on the books and records of CONCESSIONAIRE, and which were used to compute all rents, fees, and charges paid to CITY during the period covered by the statement. If the annual statement reveals, after review and verification by the CITY, that the CONCESSIONAIRE has overpaid its Concession Fee, the amount shall be handled by issuance of a credit memo by CITY'S Department of Aviation against the next prorata monthly payment due from CONCESSIONAIRE following the statement. Failure on the part of CONCESSIONAIRE to submitthis required certified annual statement bythe close of business on the latest date due will result in the assessment of a late fee of$200.00 for anyfraction of a calendar month during which the statement is past due, with such late fee being cumulative in nature should such failure to submit continue beyond 30 days. Article IX. CONCESSIONAIRE'S GENERAL RIGHTS AND OBLIGATIONS A. During the Term of this Agreement, CONCESSIONAIRE shall have, and CITY hereby gives and grants to CONCESSIONAIRE, the following additional rights: 1. The right, at CONCESSIONAIRE'S sole expense, to erect and thereafter maintain upon the Leased Premises such tenant improvements as may be required in connection with CONCESSIONAIRE'S operations pursuant to this Agreement and to install such equipment and facilities as CONCESSIONAIRE may deem necessary or desirable; provided, however, that no such Improvement shall be constructed, installed, or made by CONCESSIONAIRE without the prior written consent of CITY. Any such improvements cannot impede or interfere with access of, or obstruct the visibility of, other rental car operators at the Airport, and CONCESSIONAIRE covenants and agrees that, prior to the construction, installation, or making of any such Improvement, CONCESSIONAIRE shall submit the general plan, location, design, and character of such proposed improvement to CITY for approval, which approval by CITY. 19 2. The right, at CONCESSIONAIRE'S sole expense, to install and thereafter operate and maintain upon the Leased Premises illuminating and non-illuminating signs advertising CONCESSIONAIRE'S business on the Leased Premises, provided, however, that no such signage shall be installed by CONCESSIONAIRE without the prior written consent of CITY, which approval by CITY shall not be unreasonably withheld or delayed. 3. The right, at CONCESSIONAIRE'S sole expense, to remove within 10 calendar days following termination of this Agreement any signage and portable fixtures,furniture, and equipment that may have been installed In or upon, or placed at or in, the Leased Premises by CONCESSIONAIRE pursuant paragraphs (1) and (2) of this article. In the event CONCESSIONAIRE does not remove such items within the time specified, CONCESSIONAIRE agrees that CITY may remove such items at CONCESSIONAIRE'S expense and at no liability to CITY, and CITY may dispose of such signage, fixtures, furniture, and equipment by means of the CITY'S choosing (whether by sale, salvage, donation, or destruction) and without any recourse against the CITY for the value, if any, of the items so removed. Any expenses incurred by CITY because of removal are solely the responsibility of CONCESSIONAIRE. 4. The right, at CONCESSIONAIRE'S sole expense and in its efforts to comply with the requirements applicable to its rental car customers under the Payment Card Industry Data Security Standard, to use its own private computer network to ensure that its customers' credit card information is not compromised. B. CONCESSIONAIRE expressly covenants and agrees: 1. To furnish good, prompt, and efficient service to adequately meet all reasonable demands for rental car service at the Airport at a fair and reasonable price. 2. To keep the Leased Premises and other facilities provided to CONCESSIONAIRE in this Agreement open for business for such periods every day of the week for the period of time commencing fifteen (15) minutes prior to the first air carrier arrival and endingthirty (30) minutes after the last air carrier arrival including any delayed or diverted air carrier operations. In the event of diverted air carrier operations, the CITY shall notify CONCESSIONAIRE in advance of the need for CONCESSIONAIRE to remain open to accommodate the passengers on such diverted flight. Failure to comply with this provisions shall result in the assessment of liquidated damages of $100 for every hour or portion of hour that a counter is not open. Repeated incidences of failure to comply with this provision shall result in the assessment of liquidated damages of $200 for every hour or portion of hour that a counter is not open. 3. To ensure that CONCESSIONAIRE'S employees and personnel performing any work or services pursuant to this Agreement are neat in appearance, clean, and courteous, and 20 shall not permit its employees, representatives, agents, or contractors to conduct business in a loud, noisy, boisterous, offensive, or objectionable manner nor to solicit business in any manner whatsoever outside any space leased, allocated, or assigned to CONCESSIONAIRE. 4. To maintain, at all times and at CONCESSIONAIRE'S sole expense, all rental cars made available pursuant to this Agreement in good operative order, free from known mechanical defects, and In clean, neat, and attractive condition both Inside and outside. 5. To provide rental cars not more than three years old from the date of original manufacture when such cars are made available for rental use pursuant to the Concession granted in this Agreement. 6. To require all of CONCESSIONAIRE'S employees and personnel under its direction to parktheir personal vehicles in parking lots specifically designated as employee parking by the Director. 7. To keep, or cause to be kept, true, accurate, and complete records of business conducted pursuant to this Agreement, and CONCESSIONAIRE further covenants and agrees that CITY shall have the right, through its authorized employees, agents or representatives, to examine all pertinent records relating to Concessionaire's operations and Concession under this Agreement at all reasonable times for the purpose of determining the accuracy thereof and of the reports required to be made by it as set out in this Agreement. Such records for each contract year of this Agreement need not be retained by CONCESSIONAIRE longer than five years following the end of such Agreement year, unless CONCESSIONAIRE is aware, has been made aware, or reasonably believes that any demand, claim, loss, or litigation involving the subject matter may be contemplated or is pending. 8. To pay all expenses, as set out in this Agreement, in connection with the use of the Leased Premises occupied by it and the rights and privileges granted for the Concession including, without limitation, by reason of taxes, permit fees, license fees and assessments lawfully levied or assessed thereon, and that it will secure and maintain in force all such permits and licenses necessary to conduct lawful business operations. 9. To furnish for business use, operate, and maintain the Leased Premises provided pursuant to this Agreement and to keep the same in good order, condition, and repair, and, upon termination or earlier expiration of this Agreement, to deliver up the Leased Premises to CITY in good order, condition, and repair, reasonable wear and tear excepted. CONCESSIONAIRE further expressly agrees to make reasonable efforts, at all times, to cooperate with CITY in keeping the Leased Premises in a clean, maintained, and sanitary condition. 21 10.To ensure that any signs to be placed on or around the Parking Spaces, Leased Premises, or any other location are first approved in writing by the Director before installation and, after installation,that all such signs are kept in a good, clean, and well- maintained condition. 11 .To prohibit the staging of rental cars by its employees and personnel under its direction and will not engage In the staging of rental cars in front of the Terminal building for customer pick-up or drop-off and, if any of CONCESSIONAIRE'S cars are left in front of the Terminal building and towed away (by a company of the CITY'S choosing), to remit In full all towing, storage, and/or processing charges which may be assessed by or against the CITY. 12.To repair any damages to any interior or exterior portion of the Leased Premises directly caused by CONCESSIONAIRE'S employees, agents, representatives, contractors, subcontractors, invitees, and guests, normal wear and tear excepted, and further, that upon the failure of CONCESSIONAIRE to so repair damage for which it is deemed responsible, to reimburse CITYfor all such repairs charged back to CONCESSIONAIRE. 13.To prohibit the parking of and will not engage in the parking of CONCESSIONAIRE'S cars in parking lots on and at the Airport designated for passenger, employee, or visitor parking, regardless of if short-term, long-term, or economy facilities, in the conduct of CONCESSIONAIRE'S Concession or operations, nor use such parking lots for the storage or staging of CONCESSIONAIRE'S cars. If a rental car customer of CONCESSIONAIRE inadvertently leaves a car in a parking lot at the Airport designated for passenger, employee, or visitor parking, or If any other car of CONCESSIONAIRE is left in such a parking lot, CONCESSIONAIRE shall be required to pay all applicable parking fees to remove such cars from the parking lot. In addition to the other remedies available to CITY under this Agreement, CITY may elect to implement a rental car parking surcharge equal to triple the applicable parking lot fee, or such other fee amount solely determined by CITY, acting through its Director, as may be appropriate, to be assessed against CONCESSIONAIRE, any rental car concession operator, or any car rental company operating from an off-airport location, who repeatedly or excessively have cars located in, or otherwise use, the parking lots on the Airport designated for passenger, employee, orvisitor parking. CITY shall provide not less than 10 days written notice to CONCESSIONAIRE, or any rental car concession operator or company,who, in the determination of CITY, repeatedly or excessively uses the parking lots on the Airport that such continued use shall be subject to the rental car parking surcharge, and such CONCESSIONAIRE, rental car concession operator or company shall be obligated to remit the assessed rental car parking surcharge with the following month's Concession Fee payment to the CITY. All applicable parking fees, (including rental car parking surcharges) are subject to the general payment provisions set forth in this Agreement. 22 14.To ensure that Its employees and personnel under Its direction only wash vehicles and perform minor, daily vehicle maintenance in the service/maintenance bays at the QTA, such bays being specifically designed to capture grit, oil, and soap for proper handling and disposal and onlywash and service those cars designated to be rented in on-Airport rental car transactions for which there is a transaction record. Heavy vehicle maintenance, meaning, (i) any type of body work on a vehicle, (ii) work performed on a vehicle's drivetrain, or (iii} mechanical work of the vehicle's operating systems; (iv} any other type of service work to or on any vehicle beyond permissible minor, daily maintenance of on-Airport rental cars; and (v) any type of vehicle service or maintenance on CONCESSIONAIRE'S employees' or guests' personal motor vehicles are all strictly prohibited. 15.To conduct service and maintenance work on allowable cars at the QTAwithin the QTA's approved maintenance building area and under appropriate conditions that confine all fluid discharges to the interior of the building area. 16.To handle, store, and dispose of petroleum products, chemicals, fluids, and all other materials including, but not limited to, hazardous materials, which are owned or used by it on or in the vicinity of the Airport in accordance with all applicable federal, State, and CITY statutes, regulations, rules, and ordinances. CONCESSIONAIRE further covenants and agrees to comply with all applicable laws and permits, including the National Pollution Discharge Elimination System Permits, relating to the use, storage, generation, treatment, transportation, or disposal of hazardous or regulated substances. CONCESSIONAIRE must not use, store, treat, or dispose of any hazardous or regulated substances or waste on or near the Airport without first obtaining all required permits and approvals from all authorities having jurisdiction over CONCESSIONAIRE'S operations on or near the Airport. Should such materials be released, discharged, spilled, deposited, or escape in any way through activities of the CONCESSIONAIRE, the CONCESSIONAIRE shall be responsible for the clean-up, containment, and abatement of such waste or substance at CONCESSIONAIRE'S sole cost and expense. Should the CONCESSIONAIRE fail to do so, CITY may take any reasonable and appropriate action in the CONCESSIONAIRE'S stead, and the cost of any such remedial action by CITY shall be billed to and paid by the CONCESSIONAIRE. CONCESSIONAIRE further covenants and agrees that anyfines, penalties,orfees levied against CITY related to CONCESSIONAIRE'S action or inaction that directly or indirectly caused the Airport to fail to materially conform to all then applicable environmental laws, rules, regulations, orders, or permits shall be borne and paid by the CONCESSIONAIRE. Furthermore, CONCESSIONAIRE covenants and agrees that it shall verbally notify(a)the Director, (b)the Airport Public Safety Office, and (c) all emergency response centers and environmental or regulatory agencies, as required by law or regulation, of any such release, discharge, deposit, spill, or escape immediately upon occurrence, and to provide the Director with written confirmation of the verbal report within 72 hours.The rights and obligations set forth in this section survive termination of this Agreement. 23 17.To take all steps necessary to ensure that no waste, substance, or disposable materials are released on the ground or in the storm sewers by its employees, personnel under its direction, or any other person or entity it engages. CONCESSIONAIRE covenants and agrees to cooperate fully with the Airport in promptly responding to, reporting, and remedying, as a result of CONCESSIONAIRE'S operations, any such threat to the environment,includingtothe drainage systems,soils,groundwater, subsurface waters, or atmosphere, in accordance with applicable law or as authorized or approved by any federal, State, or local agency having authority over environmental matters. The rights and obligations set forth in this section survive termination of this Agreement. 18.To dispose of all non-hazardous trash in CONCESSIONAIRE'S own dumpsters and trash cans kept within CONCESSIONAIRE'S Leased Premises. 19.To properly dispose of or recycle ail waste oil, used automotive batteries, rags used for degreasing, hazardous materials, if any, and used tires in a timely and expedient manner so as not to accumulate such waste in quantities that would overburden housekeeping and that may trigger compliance with additional environmental, health. and safety rules or regulations and permits. CONCESSIONAIRE further covenants that it will maintain quarterly reports on the quantities of waste oil disposed of or recycled, any hazardous materials disposed of with type and volume specifically Identified, and the quantities of used tires disposed of or recycled, the method of disposal/recycling, and the name and location of the site where the disposal/recycling occurred. 20.To develop and implement a recycling program which revitalizes the resources that it uses and protects the environment. Furthermore, CONCESSIONAIRE covenants to develop and implement a training program for its employees and personnel under its control and direction which revitalizes the resources that It uses, protects the environment, and instructs CONCESSIONAIRE'S employees and personnel on proper management of waste. 21 .To abide by all applicable federal, State, and local laws, rules, and regulations and any directives issued by the Director pertaining to CONCESSIONAIRE'S use of the QTA'S fueling systems, stations, and lanes and the dispensing, storage, and handling of fuel. 22.To comply with and be subject to all applicable federal, State, and City laws, rules, and regulations pertaining to its Concession, the operation of its business at the Leased Premises, and to ensure that CONCESSIONAIRE and its employees, agents, representatives, contractors, subcontractors, and personnel under its direction at all times comply with all such laws, rules, regulations, and directives promulgated by the Directorwhile at and on the Airport and its facilities, runways,taxiways, and streets that are required or necessaryforthe safe and efficient management, operation,or use of the Airport. 24 23.To use the QTA facilities and leased QTA Space, as may be applicable, only for the fueling, vehicle stacking, vehicle temporary short-term storing, washing, cleaning, detailing, and minor maintenance of CONCESSIONAIRE'S vehicle inventory used in connection with its Concession and operations at the Airport and uses incidental and reasonably related thereto. Examples of permissible minor maintenance and servicing include such items as oil changes, tire replacement, minor brake maintenance, windshield repair, and vehicle fluid replacement. Any other maintenance beyond this general description performed at the QTA is not permitted except as expressly authorized in this Agreement or in writing by the Director. The Director, in his/her sole discretion, has the authority to allow maintenance other than what is specifically identified in this Agreement and will take into consideration the impact of any such requests on the CONCESSIONAIRE, other rental car concession operators occupying the QTA, and Airport responsibilities forthe QTA involving environmental liability, public perception, and business need. If the Director authorizes maintenance otherthan what is identified in this Agreement for one CONCESSIONAIRE, the Director will authorize such maintenance in writing to all rental car concession operators occupying the QTA. 24.To use the QTA facilities and leased QTA Space for the purposed provided in this Agreement and not for any other purpose; specifically, the QTA may not be used for (i) heavy vehicle maintenance, (ii) storage of anyvehicles used in conjunction with any off- Airport rental car concession, and (iii) storage of out-of-service and/or damaged vehicles for longer than 21 calendar days, and may not be used for sales of new or used vehicles, auctions, liquidation sales, or any other type of sale or exchange transaction. Upon written request, the Director, in his/her sole discretion, may allow an occasional extended storage period for a damaged vehicle when the Director determines that such an extension is necessary due to extenuating circumstances identified by CONCESSIONAIRE. Any such extension of temporary storage expires on the date provided by the Director. 25.To procure and keep in force any governmental licenses, certifications, or permits (other than a Certificate of Occupancy) required or necessary for the proper and lawful conduct of CONCESSIONAIRE'S business at and on the Airport. CONCESSIONAIRE shall procure and maintain such licenses,certifications,and permits at its sole cost and expense and shall submit copies of the same, upon request, for inspection by CITY. CONCESSIONAIRE shall, at all times, comply with the terms and conditions of each such license, certification, or permit. 26.To not use nor permit the Leased Premises or Airport property or facilities, or any part thereof, for any purpose other than as set forth in this Agreement, nor for any use, operation, or activity in violation of any present or future laws, rules, and regulations or which, at any time, are applicable to any public or governmental authority such as CITY. If any compliance reporting by CONCESSIONAIRE is required, CONCESSIONAIRE further covenants and agrees to make all reasonable and necessary efforts to cooperate with CITY in providing any required information. 25 27.To comply with all security directives of CITY and the Director at all times while anywhere on Airport property and shall coordinate with CITY regarding secured access to the Leased Premises for CONCESSIONAIRE. 28.To pay all other charges, fees, and taxes including, but not limited to, all payroll taxes (including Medicare, FICA,withholding, and unemployment taxes), and all other related taxes according to Internal Revenue Circular E "Employer's Tax Guide," Publication 15, as it may be amended, and give all notices and respond to all communications that are necessary and incident to the due and lawful conduct of business at and occupancy of the Leased Premises by CONCESSIONAIRE. CONCESSIONAIRE must provide proof of payment of anytaxwithin 10 days afterthe City Manager's written request for the same. Article X. CITY'S GENERAL RIGHTS AND OBLIGATIONS A. CITY reserves the right: 1. To authorize off-Airport rental car agencies to conduct business at the Airport terminal at premium rates solely by direct telephone line and the use of shuttle bus operations to such off-Airport location and to prohibit any such personnel of an off-Airport authorized rental car concession to conduct its business within the terminal building. 2. To enter the Leased Premises during the standard business hours of CONCESSIONAIRE and upon not less than two-hours advance notice via telephone or email to ascertain adherence to and compliance with any of the provisions of this Agreement. 3. To enter the Leased Premises at any time in the event of an emergency. 4. To retain third parties to operate, repair, maintain, or manage any portion of the Leased Premises including,without limitation, the QTA Facilities and the fueling system. 5. To itself, and to grant to others in the future, nonexclusive utility easements (including easements for construction, maintenance, repair, replacement, and reconstruction} over, under, through, across, or on the Leased Premises in locations that will not unreasonably interfere with CONCESSIONAIRE'S use of the same. 6. To re-bid any premises vacated pursuant to the terms of this Agreement (but not the obligation to do so. In the alternative, CITY may include any vacated premises in the reallocation of parking spaces, counter/office spaces, QTA spaces, or other facilities for the then-current on-Airport rental car concession operators, or may make any other lawful use of such vacated premises at the sole discretion of the CITY. B. CITY covenants and agrees: 26 1. To operate the Corpus Christi International Airport as a public airport during the Term of this Agreement, subject to the assurances given by CITY to the United States Government. 2. To instruct its employees and all concessionaires and vendors having contact or dealing in any way with members of the public at and on the Airport: a. To refer all requests for the services of a specific rental car concession operator to that concessionaire. b. To refer nonspecific requests for rental car services to the rental car concession area located in the Airport terminal building without favoring one concessionaire over another. 3. To limit use of the Leased Premises to rental car concession operators having an executed on-Airport rental car concession and lease agreement. 4. To not claim, assert, nor have a lien of any kind, whether it be contractual or statutory, on or against CONCESSIONAIRE'S cars for non-payment of any rent, fees, or charges due under this Agreement, nor for any default of CONCESSIONAIRE, nor for any other reason, and CITY hereby waives all such liens as may solely relate to such cars that is available to CITY. CITY recognizes that CONCESSIONAIRE'S cars may have perfected security interests and financing agreements filed against them by lending institutions. 5. To procure and keep in force all necessary licenses, certifications, and permits required to operate the QTA, includingthe fuelingfacility and wash bays, and to comply with all applicable laws, rules, and regulations regarding reporting requirements forthe QTA, including the fueling facility. 6. To keep and maintain (except where the maintenance required exceeds that associated with normal wear and tear and/or is a result of the negligence of CONCESSIONAIRE, its employees, representatives, agents, contractors, subcontractors, and invitees), and to repair the Leased Property, Including CONCESSIONAIRE'S authorized tenant improvements in its exclusive use areas with the cost of performing such repair services being included in the annual and monthly rental amounts. 7. Coordinating with CONCESSIONAIRE so that CITY can enforce secured access to the Leased Property and Airport. C. The City retains all mineral rights on the Airport property. All other rights of CITY, as a governmental entity, as the landlord, and as a party to this Agreement, that are not specified here are reserved to it. 27 Article XI. ACCEPTANCE OF PREMISES DISCLAIMER; CONDITION OF PROPERTY A. CONCESSIONAIRE ACKNOWLEDGES THAT IT IS LEASING THE PREMISES "AS IS" WITH ALL FAULTS INCLUDING, BUT NOT LIMITED TO, ANY AND ALL POLLUTANTS, ASBESTOS, UNDERGROUND STORAGE TANKS, AND ANY OTHER HAZARDOUS MATERIALS AS MAY EXIST ON THE PREMISES AND THAT NEITHER CITY NOR ANY EMPLOYEE OR AGENT OF CITY HAS MADE ANY REPRESENTATIONS OR WARRANTIES AS TO THE CONDITION OF SUCH PREMISES. CONCESSIONAIRE ACKNOWLEDGES AND AGREES THAT CONCESSIONAIRE HAS BEEN PROVIDED, TO ITS SATISFACTION, THE OPPORTUNITY TO INSPECT THE PREMISES FOR ANY DEFECTS AS TO THE SUITABILITY OF SUCH PROPERTY FOR THE PURPOSE TO WHICH CONCESSIONAIRE INTENDS TO PUT THE PREMISES AND IS RELYING ON ITS OWN INSPECTION. THIS AGREEMENT IS SUBJECT TO ALL COVENANTS, EASEMENTS, RESERVATIONS, RESTRICTIONS, AND OTHER MATTERS OF RECORD AND NOT OF RECORD APPLICABLE TO THE PREMISES. B. Except as may be expressly provided elsewhere In this Agreement,the taking of possession of the Leased Premises by CONCESSIONAIRE shall, in and of Itself, constitute acknowledgment that CITY shall not be obligated to make any tenant improvements or modifications thereto. CONCESSIONAIRE shall not be liable for any pre-existing conditions, latent defects, or damage not caused by CONCESSIONAIRE. CONCESSIONAIRE shall have no liability arising out of or in anyway relatingto the existence of any hazardous materials placed on, in, or under the Leased Premises by any person or entity other than CONCESSIONAIRE or any person or entity acting for, by, or through CONCESSIONAIRE orwith CONCESSIONAIRE'S permission or acquiescence. Article XII. UTILITIES A. CITY shall provide heat, air conditioning, and electricity in the Airport terminal building, with payment for these services being included in the monthly rental amount for the Terminal Counter/Office Space. CITY shall provide heat, air conditioning, electricity,water,wastewater, and gas in the QTA, with payment for these services being allocated to the CFC. B. All other utilities at the Leased Premises (not specified above) including, but not limited to, telephone, cable, data services, and internet (including any necessary permits) are the sole cost and responsibility of CONCESSIONAIRE. CONCESSIONAIRE shall pay all charges on or before the due date for any utilities and services it separately contracts for and obtains. Installation of any equipment to provide extraordinary heat or air conditioning is the sole responsibility of CONCESSIONAIRE and is subjectto the priorwritten approval of the Director. Any utilities or services (including any associated systems and apparatus) contracted for or installed by CONCESSIONAIRE cannot adversely affect any other rental car concession operator,Airport tenant, Airport operations of any nature, or CITY. 28 C. In cases where CITY furnishes and/or delivers natural gas, electricity,water, or wastewater to the Leased Premises, the CITY does not guarantee the continuity or sufficiency of such supply, but CITY will make reasonable efforts within CITY'S control to ensure such delivery. CITY is not liable for Interruptions or shortages or insufficiency of supply or any loss or damage of any kind or character occasioned thereby if the same is caused by accident, act of God, fire, strikes, riots, war, inability to secure a sufficient supply from the utility company furnishing CITY, or any other cause. Whenever CITY shall find it necessary for the purpose of making repairs or improvements to any utility supply system it maintains, following consultation with CONCESSIONAIRE, CITY shall have the right to suspend temporarily the delivery of natural gas, electricity, water, or wastewater. However, CITY agrees to make reasonable efforts to cause minimal disruption when possible. Article XIII.OPERATIONS MANUAL A printed compilation of rules and instructions will be developed by the Director, with input from the CONCESSIONAIRE and all other rental car concession operators, if any, occupyingthe Leased Premises, with such compilation defining and discussing the required daily operating procedures and processes necessary for conducting successful and efficient operations at the QTA including, but not limited to, the care, keeping and use of shared common areas; security and safety procedures; and dispute resolution processes ("Operations Manual").The Operations Manual is subject to written amendment by the Director throughout the Term of this Agreement. A copy of the Operations Manual will be developed and provided to CONCESSIONAIRE within 60 days of the execution of this Agreement, and the most current masterversion of the documentwill be kept on file in the Director's office. Article XIV. MAINTENANCE OF THE LEASED PREMISES A. A matrix detailing the maintenance responsibilities of both parties required by this Agreement is as set out in Exhibit "H"which exhibit is attached and incorporated into this Agreement as if its content were set out here in its entirety. B. CONCESSIONAIRE has inspected the Leased Premises prior to the execution of this Agreement and is satisfied with the physical condition of the Leased Premises, and its taking possession thereof is agreed to be conclusive evidence of its receipt of the Leased Premises in good order and repair. C. CONCESSIONAIRE agrees to faithfully and fully maintain the Leased Premises as required by and detailed in Exhibit H in good order and repair throughout the entire Term of this Agreement. CONCESSIONAIRE further agrees that, upon the expiration or earlier termination of this Agreement for any reason, CONCESSIONAIRE shall, except as may otherwise be provided in this Agreement, restore the Leased Premises to the same condition as when received, reasonable and ordinary wear and tear excepted. If the Leased Premises shall not be faithfully 29 and fully maintained by CONCESSIONAIRE in accordance with Exhibit H, CITY may enter the Leased Premises, without such entering causing or constituting a termination of this Agreement or any interference with the possession of the Leased Premises by the CONCESSIONAIRE, and do all things necessary to restore the Leased Premises to the condition required by this Agreement, charging the cost and expense to CONCESSIONAIRE. CONCESSIONAIRE shall pay to CITY all such costs and expenses so charged in addition to the rentals, fees, and charges due and provided in this Agreement. D. CONCESSIONAIRE shall not permit the accumulation of rubbish, trash, debris, or other litter in and upon the premises and shall, at its own expense, provide for the disposal of such items. CONCESSIONAIRE shall provide and use suitable receptacles for all garbage, trash, and other refuse on or in connection with the premises. Piling of boxes, cartons, barrels, or other similar items in an unsafe manner in or about the premises, or other areas of the Airport, is forbidden. Article XV. RELOCATION DUTIES AND COSTS A. Relocation Duties. As the development of the Airport's Terminal Master Plan is ongoing, existing, or additional rental car facilities may temporarily or permanently be located or relocated in another part of the Airport. In the event the rental car facilities at the Airport, or any part thereof, including CONCESSIONAIRE'S Leased Premises or any part thereof, are required to be relocated duringthe Term of this Agreement(either on an interim or permanent basis), CONCESSIONAIRE agrees, in conjunction with CITY and other rental car concession operators, to develop a transition plan to be used in making the transition from the current rental car facilities, including CONCESSIONAIRE'S Leased Premises, to one or more new areas. CITY shall use reasonable efforts to require that any transition plan for relocation not unduly and materially impact the competitive position of CONCESSIONAIRE and other rental car concession operators. Additionally, CITY may require that such transition plan provide assurances that any individual rental car concession operator not be permitted to engage in any activity or place any structures or signage on an interim or permanent basis (in conjunction with such relocation) that unreasonably impedes CONCESSIONAIRE'S business operations at the Airport. City shall have the final decision regarding placement and removal of signs and structures. CITY shall provide advance written notice to CONCESSIONAIRE regardingthe date of relocation and identifywhether all or part of CONCESSIONAIRE'S Leased Premises is subject to the relocation. CONCESSIONAIRE shall be required to confirm its concurrence of such relocation in writing within 60 days following receipt of CITY'S notice. In the event CONCESSIONAIRE does not agree to the required relocation or does not provide CITY written confirmation as specified in this section, this Agreement shall terminate, and CONCESSIONAIRE shall vacate the Leased Premises within 10 days. B. Relocation Costs. In the event rental car facilities at the Airport or any part thereof, including CONCESSIONAIRE's Leased Premises or any part thereof, are required to be relocated during the Term of this Agreement (either on an interim or permanent basis), CITY shall pay all costs associated with providing replacement facilities that are, to the extent reasonably possible 30 under the circumstances, reasonably comparable to the existing premises subject to the relocation. CONCESSIONAIRE shall be responsible for all moving expenses including, but not limited to, installation of furniture, fixtures, and equipment; transfer and reconnection of CONCESSIONAIRE-provided utilities (such as Internet, cable, etc.); and other relocation costs not associated with the physical construction of the replacement facilities. If it is necessary to relocate CONCESSIONAIRE'S Leased Premises, or any part thereof, during the last six months of the Term of this Agreement, City agrees to be responsible to pay all reasonable costs (excluding CONCESSIONAIRE'S employee costs) associated with such relocation, subject to sufficient appropriations being available for such costs. Article XVI.UNTENANTABLE PREMISES A. If the Leased Premises (either at the terminal or QTA) are partially damaged by fire or other casualty, but not rendered untenantable, CITY shall repair the premises at its own cost and expense, subject to the limitations of paragraph E of this article, provided however,that, if the damage is caused by the negligent or intentional act or omission of CONCESSIONAIRE, its employees, agents, representatives, invitees, or authorized sublessee, CONCESSIONAIRE shall be responsible for reimbursing CITY for the cost and expenses incurred in such repair. B. If the damage is so extensive as to render the premises untenantable but capable of being repaired within 60 days, the same shall be repaired by CITY at its own cost and expense, subject to the limitations of paragraph E; and the rents, fees, and charges payable by CONCESSIONAIRE shall be proportionately paid up to the time of such damage and cease until such time as the assigned premises shall be restored and again made tenantable; provided, however, that if said damage is caused by the negligent or intentional act or omission of CONCESSIONAIRE, its employees, agents, representatives, Invitees, or authorized sublessee, the Concession Fees and other rents, fees, and charges due will not abate and CONCESSIONAIRE shall be responsible for reimbursing CITY for the costs and expenses incurred in such repair. C. In the event the premises are completely destroyed by fire or other casualty or are so damaged that theywill remain untenantable for more than 60 days,the CITY shall be under no obligation to repair, replace, or reconstruct the premises, and Concession Fees and other rents, fees, and charges shall be paid up to the time of such damage and destruction and thereafter cease until the premises shall be fully restored. If within 12 months after the time of the damage or destruction the premises have not been repaired or reconstructed for CONCESSIONAIRE'S use, or other reasonable facilities provided, CONCESSIONAIRE may give CITY written notice of its intention to cancel this Agreement in its entirety as of the date of such damage or destruction. D. Notwithstanding paragraph C above, If the premises are completely destroyed as a result of the negligent or intentional acts or omissions of CONCESSIONAIRE, its employees, agents, representatives, invitees, or sublessee, Concession Fees and other rents, fees, and charges 31 payable under this Agreement shall not abate and CITY may, in its sole discretion, require CONCESSIONAIRE to reconstruct the premises and pay all costs therefore; or CITY may, in its sole discretion, reconstruct the premises and CONCESSIONAIRE shall be responsible for reimbursing CITY for the costs and expenses incurred in such reconstruction. E. It is understood that, in the application of the foregoing paragraphs A, B, and C, CITY'S obligations are limited to repair or reconstruction of the premises, where applicable, to the same extent and of equivalent quality as obtained at the commencement of this Agreement, subject to sufficient budgetary appropriations. In no event is CITY responsible for repair or replacement of CONCESSIONAIRE'S self-installed improvements, furniture, furnishings, equipment, or expendables. F. Should CONCESSIONAIRE'S improvements, furniture, furnishings, equipment, or expendables, or any part of them, be destroyed or damaged, they shall In all instances be repaired or replaced by CONCESSIONAIRE whether or not said damage or destruction is covered by insurance and provided that this Agreement has not been canceled in accordance with the terms of the Agreement. Redecoration and replacement of damaged or destroyed furniture, furnishings, equipment, and expendables is the responsibility of CONCESSIONAIRE, and any such redecoration, refurnishing, and re-equipping shall be of equal quality to such items originally installed,furnished, and used at the time of execution of this Agreement. If CONCESSIONAIRE fails to repair or replace such damaged or destroyed improvements subject to a schedule approved by CITY or fails to redecorate or replace damaged or destroyed furniture, fixtures, furnishings, equipment, and expendables, and provided this Agreement has not been canceled, CITY may make such repairs or replacements and recover from CONCESSIONAIRE the cost and expense of such repair or replacement. Article XVII. AFFILIATES; SUBLETTING AND ASSIGNMENT A. It is expressly agreed and understood that all obligations of CONCESSIONAIRE and all privileges of every kind granted to CONCESSIONAIRE in this Agreement may extend to, and be enjoyed by, any duly authorized subsidiary, affiliate, or other legally related entity of CONCESSIONAIRE, provided, however, that, notwithstanding the manner and method of operation employed by CONCESSIONAIRE in this Agreement, CONCESSIONAIRE shall continue at all times to remain directly liable to CITY for the performance of all terms, conditions, and covenants of this Agreement. B. Except as set out in this Agreement, CONCESSIONAIRE'S right to occupy the Leased Premises set out in this Agreement may not be sublet, in whole or part,without the priorwritten approval of CITY, and CONCESSIONAIRE may not assign this Agreement nor permit any transfer by operation of law or otherwise of CONCESSIONAIRE'S interest created by or held pursuant to this Agreement without the priorwritten consent of CITY'S City Council. CITY may notwithhold its approval unreasonably. 32 C. Any obligations of CONCESSIONAIRE required by this Agreement may be delegated to any CITY-approved sublessee by the terms of the sublease agreement between the parties, provided, however,that any such delegation shall not relieve CONCESSIONAIRE of its liability, responsibilities, and obligations under this Agreement unless so released in writing by CITY'S City Council. Article XVIII. HOLDING OVER; IMPROVEMENTS REVERT; REDELIVERY A. It is agreed and understood by CONCESSIONAIRE that any holding over or failure to vacate the Leased Premises by CONCESSIONAIRE after the expiration of the term of this Agreement may only be permitted with the consent of the CITY, acting through the Director, and does not constitute nor shall be deemed to be a renewal or extension of this Agreement as it pertains to the Leased Premises (and the Concession being conducted), but shall operate solely as a tenancy at sufferance from month-to-month, such holdover period not to exceed 12 months. Any holdover tenancy is upon all the same terms, conditions, and covenants in effect immediately prior to the commencement of the holdover period, rentals shall be paid to CITY by CONCESSIONAIRE for the Leased Premises at a rate of 100% of the then-current rents,fees and charges in effect as of the end of the primary term of this Agreement. (The calculation and basis of the Concession Fee during any holdover period will remain as stated in this Agreement.)Any holdover by CONCESSIONAIRE without the express consent of the CITY shall result in the assessment to CONCESSIONAIRE of a rate for rents, fees, and charges of 110% (including the calculation of the Concession Fee.) B. The CITY may decide, but is not obligated to allow CONCESSIONAIRE to holdover on the Leased Premises followingthe expiration of the term of this Agreement. In making its decision whether to allow such a holdover,the CITY may consider any circumstances impacting services and the Airport including,without limitation: 1. the benefits and costs to the CITY of permitting such a holdover; 2. the conditions under which a delay in placing the concession services out to bid may result in less or greater revenue to the CITY; 3. the potential loss of revenue that may result from any gap in the provision of rental car concession services for the traveling public at the Airport; 4. any proposed, planned, or ongoing capital improvements, renovations, or repairs of the Airport property, terminal building, parking areas, QTA, or rental car locations and any effect such improvements, renovations, or repairs may have on the concession services; 5. any potential disruption or adverse impact the holdover may have on the overall concession program at the Airport; and 6. the effect resulting from a denial of the opportunity to possibly add new rental car concession operators during any holdover. 33 C. After consideration of the factors outlined in section B above, the CITY shall notify the CONCESSIONAIRE in writing of the CITY's offer or lack of an offer of a holdover tenancy. Within 30 days of the date of the CITY's offer,the CONCESSIONAIRE shall notify the CITY in writing as to the CONCESSIONAIRE'S acceptance or rejection of a holdover tenancy. In the event a holdover tenancy is accepted by CONCESSIONAIRE,the CITY agrees not to enter into any new on-airport rental car concession agreement or arrangement during CONCESSIONAIRE'S holdover tenancy. Should the CONCESSIONAIRE fail to notify the CITY in writing within the 30-day period following CITY'S offer, if any, of a holdover tenancy,the CONCESSIONAIRE shall be deemed to have rejected the CITY's offer of a holdover tenancy and vacate the Leased Premises on or before the expiration date of the term of this Agreement. D. During any holdover period, CONCESSIONAIRE shall remain liable to CITY for all loss, damage, or injury resulting from such holdover occupancy whether such loss, damage, or injury may be contemplated or not at the time this Agreement is executed. It is expressly agreed by CONCESSIONAIRE that acceptance of the rentals by CITY during any holdover period, in the event CONCESSIONAIRE fails or refuses to surrender possession of the Leased Premises, shall not operate to give CONCESSIONAIRE any right to remain in possession beyond the period for which such amount has been paid nor shall it constitute a waiver by CITY of its right to demand immediate possession following a required notice to terminate the holdover tenancy. E. Unless modified in writing and as deemed necessary by the CITY, CONCESSIONAIRE shall remain obligated during any holdover period to: 1.furnish a sufficient Concession bond and maintain adequate insurance coverage; 2.provide defense, indemnity, and liability protection to the CITY; and 3.provide security and environmental protections. F. Any holding over beyond the expiration of the term of this Agreement may be terminated by either party upon 30 days prior written notice to the other party. G. Regardless of whether there is an approved holdover tenancy, except for the right of CONCESSIONAIRE to remove trade fixtures, furnishings, and personal property at the expiration or earlier termination of this Agreement, ownership of all improvements placed or constructed on the Leased Premises by CONCESSIONAIRE revert to CITY upon the expiration or earlier termination of this Agreement. H. Regardless of whether there is an approved holdover tenancy, upon the expiration or earlier termination of this Agreement, CONCESSIONAIRE shall deliver the Leased Premises to CITY peaceably, quietly, and in as good condition as the same now are or may be hereafter improved by CONCESSIONAIRE or CITY, normal use and wear excepted. 34 Article XIX.SUBORDINATION & RIGHT OF RECAPTURE A. This Agreement is subordinate to the provisions of any existing or future agreement between CITY and the United States of America and/or the State of Texas regarding operation or maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the expenditure of federal or State funds for the development of the Airport. Should the effect of such agreement with the United States be to take any of the property under lease, or substantially alter or destroy the commercial value of the leasehold interest granted herein, CITY shall not be held liable therefore, but, in such event, CONCESSIONAIRE may cancel this Agreement as provided for elsewhere in this Agreement. Notwithstanding the foregoing, CITY agrees that, in the event it becomes aware of any such proposed or pending agreement or taking, CITY shall utilize its best efforts to give the maximum possible notice thereof to CONCESSIONAIRE. Any portion of the Leased Premises recaptured from CONCESSIONAIRE under this provision shall result In a proportionate abatement of rent as of the date the recapture is effectuated. B. CITY has the right to recapture all or any portion of the Leased Premises to the extent that it is necessary to do so for the Airport's development, improvement, or maintenance of the runways and taxiways; for protection or enhancement of flight operations; or for other development in compliance with any current or future Airport Master Plan and Airport Layout Plan. In the event of any such recapture, CITY, and CONCESSIONAIRE shall execute a writing reflecting a corresponding adjustment to the affected areas, Base Rent, and any otherfees and charges applicable solely to the affected Leased Premises. Article XX. NONDISCRIMINATION AFFIRMATIVE ACTION A. Nondiscrimination - General. CONCESSIONAIRE for itself, and as a requirement for any sublessee, their personal representatives, successors in interest, and assigns, as a part of the consideration hereof covenants that: (1) no person on the grounds of race, creed, color, religion, sex, age, national origin, handicap, or political belief or affiliation will be excluded from participation in, denied the benefits of or otherwise be subjected to discrimination in the use of the Leased Premises; (2) in the construction of any improvements on, over, or under the Leased Premises and the furnishing of services thereon, no person on the grounds of race, color, religion, sex, age, national origin, handicap, or political belief or affiliation will be excluded from participation in, denied the benefits of, or otherwise be subject to discrimination; (3) CONCESSIONAIRE will cause to the best of its ability the Leased Premises and improvements to be in compliance with all other requirements imposed by or pursuant to 14 CFR Part 152, Subpart E Non Discrimination in Aid Program and Title VI of the Civil Rights Act of 1964 and 49 CFR,Subtitle A, Part21,Nondiscrimination in Fed era llyAssisted Programs of the Department of Transportation, and as said Title and Regulations may be amended, and with other applicable state or federal laws or regulations, as amended. 35 B. Nondiscrimination - Business Owner. This Agreement is subject to the requirements of the U.S. Department of Transportation's regulations, 49 CFR Part 23. The concessionaire or contractor(CONCESSIONAIRE) agrees that itwill not discriminate against any business owner because of the owner's race, color, national origin, or sex in connection with the award or performance of any concession agreement, management contract, or subcontract, purchase or lease agreement, or other agreement covered by 49 CFR Part 23. The concessionaire or contractor (CONCESSIONAIRE) agrees to include the above statements in any subsequent concession agreement or contract covered by 49 CFR Part 23 that it enters and causes those businesses to similarly include the statements in further agreements. C. Remedy for Breach. If CONCESSIONAIRE is found by a final verdict of a court of competent jurisdiction to have deliberately breached a non-discrimination covenant, or to have permitted any sublessee to deliberately breach a non-discrimination covenant, CITY may immediately enforce the remedies directed by the court's decision, which may include CITY'S right to reenter the Leased Premises, retake possession thereof, and terminate this Agreement. This provision is not effective until the procedures of Title 49, Code of Federal Regulations, Part 21 are completed, including exercise of any rights to appeal. D.Affirmative Action. CONCESSIONAIRE will undertake any affirmative action program if required by 14 CFR Part 152, Subpart E, to ensure that CONCESSIONAIRE will not exclude any person from participating in any employment activity covered by 14 CFR Part 152, Subpart E, on the grounds of race, creed, color, national origin, sex, age, or disability. CONCESSIONAIRE will not exclude any person on these grounds from participation in or the receipt of the service or benefit of any program or activity covered by the subpart. CONCESSIONAIRE further understands that it will require its covered sub-organizations, if any, to provide assurances to CITY that they will also undertake any required affirmative action programs, if required, and require assurances from their sub-organizations, if required pursuant to 14 CFR Part 152, Subpart E. CONCESSIONAIRE, at no expense to CITY, shall comply with any applicable requirements of the Americans with Disabilities (ADA), as it may be amended, with respect to the Leased Premises and its improvements . Article XXI. COMPLIANCE WITH FEDERAL LAWS, RULES, REGULATIONS, AND ORDERS A. In addition to other provisions of federal law included in this document, the following provisions set out in this article specifically apply to this Agreement as required by federal law, and CONCESSIONAIRE covenants to comply in all manner and at all times during the pendency of this Agreement with the provisions of this article. Any reference to "Contractor" or"Lessee" included in this article also means and includes CONCESSIONAIRE.Any reference to "Contract" or"Lease" included in this article also means and includes this Agreement. Any reference to "Sponsor" means and includes the City of Corpus Christi. 36 B. Title VI List of Pertinent Nondiscrimination Acts and Authorities During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "Contractor") agrees to comply with the following non- discrimination statutes and authorities; including but not limited to: Title VI of the Civil Rights Act of 1964 (42 USC § 2000d et seq., 78 stat. 252) (prohibits discrimination on the basis of race, color, national origin); 49 CFR part 21 (Non-discrimination in Federally-assisted programs of the Department of Transportation—Effectuation of Title VI of the Civil Rights Act of 1964); The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 USC § 4601) (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); Section 504 of the Rehabilitation Act of 1973 (29 USC§794 et seq.), as amended (prohibits discrimination on the basis of disability); and 49 CFR part 27; The Age Discrimination Act of 1975, as amended (42 USC § 6101 et seq.) (prohibits discrimination on the basis of age); Airport and Airway Improvement Act of 1982 (49 USC § 471, Section 47123), as amended (prohibits discrimination based on race, creed, color, national origin, or sex); The Civil Rights Restoration Act of 1987 (PL 100-209) (broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964,the Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 USC§§ 12131 — 12189) as implemented by U.S. Department of Transportation regulations at 49 CFR parts 37 and 38; The Federal Aviation Administration's Nondiscrimination statute (49 USC § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures nondiscrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); and Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 USC 1681 et seq). 37 C. General Civil Rights Provisions. The CONCESSIONAIRE agrees to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. If the CONCESSIONAIRE transfers its obligation to another, the transferee is obligated in the same manner as the CONCESSIONAIRE. This provision obligates the CONCESSIONAIRE for the period during which the property is owned, used or possessed by the CONCESSIONAIRE and the airport remains obligated to the Federal Aviation Administration. This provision is in addition to that required by Title VI of the Civil Rights Act of 1964. D. Title VI Solicitation Notice. The City of Corpus Christi, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 USC H 2000d to 2000d-4) and the Regulations, hereby notifies all bidders or offerors that it will affirmatively ensure that any contract entered into pursuant to this advertisement, airport concession disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award. E. Compliance with Nondiscrimination Requirements. During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "Contractor"), agrees as follows: 1. Compliance with Regulations: The Contractor (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. 2. Nondiscrimination: The Contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment.The Contractorwill not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part21. 3. Solicitations for Subcontracts, including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding or negotiation made by the Contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the Contractor of the contractor's obligations under this contract and the Nondiscrimination Acts and Authorities on the grounds of race, color, or national origin. 4. Information and Reports: The Contractor will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the sponsor or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. 38 Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the Contractor will so certify to the sponsor or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of a Contractor's noncompliance with the non- discrimination provisions of this contract,the sponsorwill impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to: a. Withholding payments to the Contractor under the contract until the Contractor complies; and/or b. Cancelling, terminating, or suspending a contract, in whole or in part. 6. Incorporation of Provisions: The Contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations, and directives issued pursuant thereto.The Contractor will take action with respect to any subcontract or procurement as the sponsor orthe Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the Contractor may request the sponsor to enter into any litigation to protect the interests of the sponsor. In addition, the Contractor may request the United States to enter into the litigation to protect the interests of the United States. F. Clauses for Transfer of Real Property Acquired or Improved under the Airport Improvement Program. The following clauses will be included in leases entered into by the City of Corpus Christi pursuant to the provisions of the Airport Improvement Program grant assurances: 1. The CONCESSIONAIRE/Lessee for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that: In the event facilities are constructed, maintained, or otherwise operated on the property described in this lease and concession license for a purpose for which a Federal Aviation Administration activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits, the CONCESSIONAIRE/Lessee will maintain and operate such facilities and services in compliance with all requirements imposed by the Nondiscrimination Acts and Regulations listed in the Pertinent List of Nondiscrimination Authorities (as may be amended) such that no person on the grounds of race, color, or national origin,will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities. 2. With respect to licenses, leases, permits, etc., in the event of breach of any of the above Nondiscrimination covenants, City of Corpus Christi will have the right to terminate the lease and license, and to enter, re- enter, and repossess said lands and facilities thereon, and hold the same as if the lease and license had never been made or issued. 3. With respect to a deed, in the event of breach of any of the above Nondiscrimination covenants, the City of Corpus Christi will have the right to enter or re-enter the lands and 39 facilities thereon, and the above described lands and facilities will thereupon revert to and vest in and become the absolute property of the City of Corpus Christi and its assigns. G. Clauses for Construction/Use/Access to Real Property Acquired under the Activity, Facility or Program. The following clauses will be included in deeds, licenses, permits, or similar instruments/agreements entered into by City of Corpus Christi pursuant to the provisions of the Airport Improvement Program grant assurances: 1. The CONCESSIONAIRE/Lessee for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that(a) no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (b) that in the construction of any improvements on, over, or under such land, and the furnishing of services thereon, no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, (c) that the CONCESSIONAIRE/Lessee will use the premises in compliance with all other requirements imposed by or pursuant to the List of Discrimination Acts and Authorities. 2. With respect to leases, in the event of breach of any of the above nondiscrimination covenants, City of Corpus Christi will have the right to terminate the Agreement and to enter or re-enter and repossess said land and the facilities thereon, and hold the same as if said Agreement had never been made or issued. 3. With respect to deeds, in the event of breach of any of the above nondiscrimination covenants, City of Corpus Christi will there upon revert to and vest in and become the absolute property of City of Corpus Christi and its assigns. H. Airport Concession Disadvantaged Business Enterprise (ACDBE). This Agreement, along with the Concession and Lease established pursuant to it, is a revenue-producing contract awarded to CONCESSIONAIRE and will result in the provision of goods and services to passengers, patrons, and tenants at the Airport. Federal law and regulations impose ACDBE goals upon the performance of this Agreement by CONCESSIONAIRE, and the City encourages CONCESSIONAIRE voluntarily to strive to include significant involvement with ACDBE business enterprises in operations under this Agreement. The Director will provide the CONCESSIONAIRE with information on the Airport's established ACDBE program, goals, and participation parameters pursuant to 49 CFR Part 23.53 Article XXII. INSURANCE CONCESSIONAIRE, at its sole expense, shall obtain and maintain in effect at all times during the Term of this Agreement insurance coverage protecting CITY against liability by reason of CONCESSIONAIRE'S use of the Leased Premises and facilities occupied by it or resultingfrom any accidents or incidents occurring on or about the roads, driveways, or other places used by 40 CONCESSIONAIRE at the Airport in conducting its Concession operations pursuant to this Agreement. All such insurance types and coverages required by this Agreement are as set out in Exhibit "I,"which exhibit is attached and incorporated into this Agreement as if its content were set out here in its entirety. Article XXIII. INDEMNIFICATION A. CONCESSIONAIRE SHALL INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES, REPRESENTATIVES, AND AGENTS (COLLECTIVELY, "INDEMNITEES') FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, LIENS, JUDGMENTS, FINES, PENALTIES, AWARDS, LAWSUITS, CAUSES OF ACTION, AND EXPENSES OF ANY NATURE WHATSOEVER INCLUDING, BUT NOT LIMITED TO, STRICT LIABILITY CLAIMS AND ALL EXPENSES OF LITIGATION (INCLUDING MEDIAT/ONANDARBITRATION), COURT COSTS, REASONABLE ATTORNEYS' FEES, AND EXPERT WITNESS FEES, ON ACCOUNT OF PERSONAL INJURIES (INCLUDING WORKERS' COMPENSATION AND DEATH CLAIMS), PROPERTY LOSS OR DAMAGE, OR ANY OTHER KIND OF DAMAGES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT, REGARDLESS OF WHETHER THE INJURIES, DEATH, OR DAMAGES ARE CAUSED OR ARE CLAIMED TO BE CAUSED BY THE CONCURRENT OR CONTRIBUTORY NEGLIGENCE OF INDEMNITEES, BUT NOT IF BY THE SOLE NEGLIGENCE OF INDEMNITEES UNMIXED WITH THE FAULT OF ANY OTHER PERSON OR PARTY. CONCESSIONAIRE MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS,ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORYTO THE CITYATTORNEY,AND PAYALL CHARGES OFATTORNEYSANDALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM OR OUT OF ANY OF SAID LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, CAUSES OF ACTION, OR DAMAGES. THE INDEMNIFICATION OBLIGATIONS OF CONCESSIONAIRE UNDER THIS SECTION SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. B. Notice of Claim or Action. Notwithstanding the above indemnifications, CONCESSIONAIRE must give the Director and CITY'S Risk Manager written notice of any accident or other matter covered under this article and forward to the Director and Risk Manager copies of every notice, demand, claim, summons, or other process communication received within 10 days of CONCESSIONAIRE'S receiptof same. Article XXIV. CONCESSIONAIRE'S TERMINATION RIGHTS Without limiting any other rights and remedies to which CONCESSIONAIRE may be entitled by common law, statutory law, or as elsewhere provided in this Agreement, this Agreement may be terminated by CONCESSIONAIRE upon 30 days prior written notice upon the occurrence of any of the following events: 41 1. The City's permanent abandonment of the Airport; 2. The lawful assumption by the U. S. Government, or any authorized agency thereof, of the operation, control, or use of the Airport, or of any substantial part or parts thereof, which substantially restricts the CONCESSIONAIRE from operating at the Leased Premises for a minimum of 180 calendar days; 3. The issuance by any court of competent jurisdiction of an injunction that prevents or restrains the use of the Airport or the Leased Premises that continues for at least 180 days; or 4. The default by CITY in the performance of any covenant or obligation to be performed by CITY and such failure to remedy the default continues for a period in excess of 60 days after receipt from CONCESSIONAIRE of written notice to remedy the same. Article XXV. CITY'S TERMINATION RIGHTS A. CITY shall have the right, upon 10 days prior written notice to CONCESSIONAIRE,to cancel this Agreement in its entirety upon or after the happening of one or more of the following events: 1. If CONCESSIONAIRE makes a general assignment for the benefit of its creditors; 2. If CONCESSIONAIRE files a voluntary petition in bankruptcy seeking liquidation, reorganization, or the adjustment of its indebtedness under federal bankruptcy laws and fails to make payments when due to CITY; 3. If any involuntary petition in bankruptcy is filed against CONCESSIONAIRE and CONCESSIONAIRE fails to make payments when due to CITY; 4. If CONCESSIONAIRE consents to the appointment of a receiver, trustee, or liquidator of all or substantially all of its personal property, real property, or assets; 5. If CONCESSIONAIRE voluntarily abandons and discontinues its Concession or rental car services at the Airport for a period of 60 consecutive days, or CONCESSIONAIRE abandons its Leased Premises in the Terminal, QTAfacility, orattheAirportfora period of 60 consecutive days; 6. If CONCESSIONAIRE fails to pay, when due, the Concession Fees, rental charges, or any other fees, charges, or payments of money required under this Agreement, or fails to perform any indemnity or other act which it is obligated to perform under this Agreement, and which is not cured within 10 days of written notice; 7. If CONCESSIONAIRE defaults in fulfilling any of the other terms, conditions, or covenants required by it in this Agreement and shall fail to remedy the default within 30 days of written notice or demand; or 42 8. If CONCESSIONAIRE allows any lien to be filed directly or indirectly against the CITY's real property or allows a final judgment to be filed against CITY pertaining to this Agreement. B. In the event of any cancellation or termination of this Agreement by CITY for any of the reasons specified above, or any other reason as may be set out elsewhere in this Agreement, CONCESSIONAIRE shall have 10 days within which to remove all trade fixtures and personal property installed in or upon the Leased Premises by CONCESSIONAIRE. If the trade fixtures or personal property are not removed within the 10- day period following such termination or cancellation, CITY shall have the right to remove all trade fixtures and personal property at CONCESSIONAIRE'S expense and at no liability to CITY. Article XXVI. NOTICE OF TERMINATION If an event a material default occurs, and after due written notice identifying the default the defaulting party has failed to cure orfailed to commence to cure,the complaining party may at any time after the expiration of any such cure period terminate this Agreement by providing written notice of termination to the defaulting party. Unless a different or longer period is provided elsewhere in this Agreement or the notice (any such different or longer period controlling), this Agreement will be terminated on the date specified in the notice but not sooner than 10 business days after the postmark date of the notice. Article XXVII. NOTICES— GENERAL A. All notices and other communications required or permitted to be given pursuant to this Agreement must be in writing and are deemed properly given if: (1) sent by certified mail, with return receipt requested and sent by(2)(a)facsimile transmission,with proof of transmission or (2)(b) via any nationally recognized overnight courier service, with proof of mailing or (2)(c) by personal delivery, when delivered to the administrative office of the Airport, and (3) addressed as follows: When to CITY: When to CONCESSIONAIRE: Corpus Christi International Airport The Hertz Corporation Attn: Director of Aviation Attn: Real Estate Department 1000 International Drive 8501 Williams Road Corpus Christi,TX Estero, FL 33928 Phone: (361) 826-1292 Email: airports@hertz.com B. All notice periods begin on the third day after the date the notice is placed in the U.S. certified mail.The date of the certified mailingtakes precedence and controls over the date of any other form of notice. 43 C. Daily communications of an informal nature may be conducted by the parties by telephone or email. Either party may, following a phone discussion with the other party, reduce any terms or arrangements to a formalwritten notice and, if reduced to writing, such written communication (following a phone discussion) must be mailed and sent to the other party as set out in paragraph A above. Informal email communications shall not constitute written notice pursuant to this Agreement. Article XXVIII. SUBORDINATION TO U.S./FAA REQUIREMENTS; REQUIRED RIGHTTOAMEND A. This Agreement is subordinate to the provisions of any existing or future agreement between CITY, acting through the Airport and its Director, and the United States of America relating to the operation or maintenance of the Airport, where the execution of said agreement(s) is required as a condition to the expenditure of federal funds for the development of the Airport . If the effect of said agreement(s) with the United States, either under this paragraph or paragraph B below, is to remove any or all of the Leased Premises from the control of Airport or to substantially destroy the value of the Leased Premises, then this Agreement shall terminate immediately without anyfurther obligation on part of CITYto CONCESSIONAIRE. B. If the Federal Aviation Administration ("FAA"), or its successor agency, requires modifications or amendments to this Agreement as a condition precedent to the granting of federal funds to CITY for Airport improvements, CONCESSIONAIRE agrees to consent to the modifications or amendments to this Agreement as may be reasonably required, provided however, CONCESSIONAIRE will not be required to pay any increased rents/fees/charges, change the use of the Leased Premises, or accept a relocation or reduction in size of the Leased Premises until CONCESSIONAIRE and CITY have fully executed an amendment to this Agreement that is mutually satisfactory to both parties regarding any terms or conditions of this Agreement affected by said actions of the FAA. Article XXIX. BUDGETARY APPROPRIATIONS By execution of this Agreement, CONCESSIONAIRE acknowledges that the continuation of any contract after the close of any fiscalyear of CITY,which fiscalyear ends on September 30 annually, is subject to budget approval and sufficient appropriations by the CITY'S City Council for such contract item (to include any financial commitment therein) as an expenditure in the next fiscal budget. CITY does not represent nor warrant to CONCESSIONAIRE that a budget item providing for this Agreement in any future fiscal budget will be adopted, as that determination is within the sole discretion of the City Council at the time of adoption of each fiscal budget. Article XXX. FORCE MAJEURE A. Neither CITY nor CONCESSIONAIRE will be deemed to be in breach of this Agreement if either is prevented from performing any of its obligations under this Agreement by reason of force 44 majeure. "Force Majeure" for the purposes of this Agreement means any significant delay or failure due to strikes, lockouts, labor disputes, acts of God (to include severe inclement weather and sustained periods of rain),fire or other casualty, acts of the public enemy,terrorist acts, civil commotion, riots or interference by civil or military authorities, and other causes beyond the reasonable control of the party obligated to perform and claiming the force majeure. The occurrence of the delay or failure to perform due to one of the foregoing events extends the period of performance until these exigencies have been removed. B. To assert the occurrence of a force majeure event, the party claiming it shall inform the other party in writing, with sufficient proof of the force majeure event, within three business days. Failure to provide the written notice within the period stated shall expressly constitute a waiver of this right as a defense. Article XXXI. NO THIRD-PARTY BENEFIT No provision of this Agreement creates a third-party claim against CITY or CONCESSIONAIRE beyond that which may legally exist in the absence of any such provision. This Agreement is not intended to give or confer any benefits, rights, privileges, claims, actions, or remedies to any person, including the public, as a third-party beneficiary, under any laws or otherwise. Article XXXII. SURVIVAL OF LIABILITIES AND OBLIGATIONS Termination or expiration of this Agreement for any reason does not release either party from any liabilities or obligations under this Agreement that: (i)the parties have expressly agreed survive any such termination or expiration; (ii) remain to be performed; or(iii) bytheir nature would be intended to be applicable following the termination or expiration of this Agreement. Article XXXIII. WAIVER No delay of or omission in the exercise of any right, power, or remedy accruing to either party as a result of any breach or default by the other party under this Agreement shall impair any such right, power, or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of or in any similar breach or default occurring later. No waiver of any single breach or default shall be deemed a waiver of any other breach or default occurring before or after that waiver. Article XXXIV. AMENDMENT This Agreement may not be amended except by a written instrument executed by each party to this Agreement acting through a person authorized to sign agreements on behalf of such party (which, in the case of CITY, shall be the Director or City Manager, unless the provision first requires express approval by the City Council pursuant to this Agreement, the City Charter, or the City's Code of Ordinances). Unless expressly provided otherwise in this Agreement, the Director shall exercise authority to issue any notices or other written communications required or permitted on behalf of 45 CITY. Article XXXV. GOVERNING LAW This Agreement, and any disputes arising under it, shall be governed by and construed in accordance with the laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas, and venue shall be in Nueces County, Texas, where this Agreement was entered into, executed by the parties, and where performance of this Agreement shall take place. Article XXXVI. ORDER OF PRECEDENCE In the interpretation of this Agreement, or in the event of a dispute as to the meaning of any term, phrase, or language used in this Agreement, the following order of precedence controls: this Agreement excluding the exhibits; next, the exhibits; next, any executed amendments to this Agreement, alongwith their attachments, if any; next, the City's issued RFP; next, any addendums issued to the RFP; next, the CONCESSIONAIRE'S submitted proposal in response to the RFP; and last, any submitted responses of the CONCESSIONAIRE to any City-issued addendums to the RFP. Any ambiguities between the documents that cannot be resolved by review of the documents in the order of precedence stated shall not be construed against the drafter and shall, as most reasonably possible, be resolved by the parties. Article XXXVII. ENTIRE AGREEMENT This Agreement is the final, complete, and exclusive statement of the understanding and agreement between the parties with relation to the subject matter of this Agreement.There are no oral representations, understandings or agreements covering the same subject matter as this Agreement. This Agreement supersedes and cannot be varied, contradicted, or supplemented by evidence of any prior or contemporaneous discussions, correspondence, or oral or written agreements or arrangements of any kind. 46 IN WITNESS HEREOF, and with the intent to be legally bound, this Agreement is executed by the parties in triplicate in one or more counterparts, each counterpart of which shall be deemed an original and all of which together constitute but one and the same instrument. Rebeca Huerta Heather Hulbert, City Secretary Assistant City Manager Date• Date• Approved as to legal form: Assistant City Attorney for Miles Risley,City Attorney CONCESSIONAIRE: Signature: Printed Name: Joshua Blum Title: Vice President Real Estate and Concessions Date• 47 ATTACHED AND INCORPORATED EXHIBITS Exhibit A— Rental Car Site Plan Exhibit B—Terminal Counters &Offices Exhibit C—Ready Return Parking Lot Exhibit D—QuickTurnaround Facility(QTA) Exhibit E—QTA Car Wash, Fuel&Storage Areas Exhibit F—Office & Maintenance Area Exhibit G—Monthly Gross Revenues Statement Exhibit H—Maintenance Matrix Exhibit I—Insurance Requirements INCORPORATED BUT UNATTACHED EXHIBITS: (Available upon request) CITY'S REQUEST FOR PROPOSAL CONCESSIONAIRE'S PROPOSAL 48 1 r Aw. ,�'u eiswcaxe nwra7s".eU RENTAL CAR e LOT 7. I r F TERMINAL �z �7 N EXHIBITA Preparedby:� Randy Schumann RENTAL CAR SITE PLAN N E �� Approved by: Kim Miller - 1000 International Drive Corpus Christi g International Airport Not to Scale Sheet No.Iof1 Date: 05/22/2024 70'.00" HALL ENTRANCE FOR OFFICES AND COUNTERS 546.00 SF (108.5 SF @ EACH R.A.C.SPACE) OFFICE 1 OFFICE 2 OFFICE 3 OFFICE 4 I OFFICE 51 139.5 SF 139.5 SF 139.5 SF 139.5 SF 139.5 SF a I? N COUNTER 1 COUNTER 2 COUNTER 3 COUNTER 4 COUNTER 5 201.5 SF 201.5 SF 201.5 SF 201.5 SF 201.5 SF 0 b QUEUE SPACE 1 QUEUE SPACE_2 I QUEUE SPACE 3 QUEUE SPACE 4 1 QUEUE SPACE 51 155 SF 155 SF 155 SF 155 SF 155 SF 15'-06" 15'-06" 15'-06" 15'-06" 15'-06" Enterprise Office/Counter/Queue Space/Hallway 604.5 SF —' -`- 2 e" . C Enterprise Office/Counter/Queue Space/Hallway 604.5 SF '. — r•� _ Avis Office/Counter/Queue Space/Hallway 604.5 SF ® Hertz Office/Counter/Queue Space/Hallway 604.5 5F - NOTE:ALL MEASUREMENISTODETILKNE THE AREA OF EXCLUSIVE SPACE LEASED SHALL BE FROM THE Hertz Office/Gaunter/Queue Space/Hallway 604.5 SF INTERIOR OF THE EXTERNAL WALLS AND FROM THE CFNTERI.INE'f0 CEWIERLINE OF EACH QSlER10R WALL OR IN THE ABSENCE OF INTERIOR WALIS,THE POINT OF SAID CENTERLINE WOULD BE LOCATED IF SUCH INTERIOR WALL.EXISTED. NCCWIEXHIBIT B Prepared by: Randy Schumann A RENTAL CAR TERMINAL COUNTERS &OFFICES W E ��A 10001nternationalDrive Approved by: Kim Miller Corpus Christi a Date: 1012812024 5 International Airport Not to Scale Sheet No.1of1 Enterprise Parking Spaces:125 V147 ,Avis Parking Spaces: 73 q 231 49 Hertz Parking Spaces:51 ( >'163 180 1971 Wa4 0234 r o 164 181 1981�(.2LS ~235 �2 1 0�,t 65 8 19 1 Loading Zone 151 1 , s.>S�TVP, 23�II 1sz >t 153 167 184 11 1�8 166 183 r dt+r2 -- �37 11 8 i Total Spaces:249 Parking Spaces 168 185 'M SJV 155 t ` 169 186 _ 1ii220 gdbl 156 170 187 .2400'-204 I,a1 i I - - _ - - , 157 171 188 2051 f11'222 _1410 158 1s9 T 172 189 206lj[U� 24t I 173 190 207 f'II22% 2441 174 191 208'11225 24�1. - - -_, j 1 �� / • 175 192 209 226 2461 /Y 176 193 210 227 247 1 160 1 177 194 211 228 248 161 178 195 212 229 249 162 179 196 213 230 -- ('Wb. "ilia- 120 128 136 - mas ' m o't"' 121 129 138 8 ww www AAA AAAA A AANNNN NN 122 130 7 I Nm JW ID0 NwAmm J ww O - Nw AN 123 131 _- .. 139 \ 140 124 132 - ' < 125 133 141 -24.00 142 i -126 134 5 NN NNmmmm mmmm 0) mJ JJJJ JJ 127 135 143 m J W%D O N W A N m J W tD O N W A N m 144 4 145 3 J J J W 0 W W W W W W W W W �D t0 tD tD t0 tD t0 J W ID O � N W A N m J tD W � N W A N m J ` 14 { gq ID ID O p 0 0 0 0 O O O O -� O N w A N m J W ID _N W A N m J W tD OL N CCWI � EXHIBIT C Prepared by: Randy Schumann RENTAL CAR PARKING LOT w E �w 10001nternationalDrive Approved by: Kim Miller Corpus Christi a Date: 1012812024 S International Airport Not to Scale Sheet No.1of1 SITE PLAN KEX LEGEND 1 QTA Site Total:245,520 SF king Lanes - 5�2 Total Parking Capacity Total Employee Parking 3 Loading Area Parking Lanes � 3 3 3 3 3 e I _ 1 2 2 2 The 51 t BUILDING TOTAL AREA 1 Fuel Positions 12 Common 10,725 SF 2� Car Wash Boy 3 Common 3,510 SF t 3� Maintenance Boy 5(1 each) 4,060 SF ® Administrative 5(1 each) 4,060 SF Support/Storage Common 2,470 SF TOTAL 27,825 SF 2 4 6 8 10 12 14 16 18 !8 30 32 3-: 36 38 1 3 5 7 9 11 13 15 17 19 29 31 33 35 37 PROPOSED RENT-A-CAR LANE# Parking - r••: y,—wiiR r. _91 � PARKING LOT LoaoLOADINGSgFt.TBD 1-38 Front Parking Lanes 89,710 SF - _ � 0 40 e ._f•' 1-41 Rear Parking Lanes 15,200 SF EMPLOYEE PARKING ® Enterprise Front Parking Lanes 45,250 SF AV �\ —�� - "- t,- L:g, R • 2�_27 Hertz Front Parking Lanes 18,860 SF ,\ Avis Front Parking Lanes 25,600 SF �C --__ Enterprise Rear Parking Lanes 7,640 SF 22-29 Hertz Rear Parking Lanes 2,960 SF — Avis Rear Parking Lanes 4,600 SF EXHIBIT D Prepared by: Randy Schumann n CCWI QUICK TURNAROUND AREA(QTA) a ��A Approved by: Kim Miller Corpus Christi 474 Pinson Drive 9 InternatlonalAirport Not to Scale Sheet No.Iofl Date: 1012812024 I I I � � I QTA BRAND Total Sq.Ft. Fuel.Positions ENTERPRISE 5,402 FLOOR PLAN Car Wash Bay ENTERPRISE 1,768 Support/Storage ENTERPRISE 1,244 Fuel Positions AVIS 3,138 BUILDING TOTAL AREA Car Wash Bay AVIS 1,027 Fuel Positions 12 Common 10,725 SF Support/Storage AVIS 723 Car Wash Bay 3 Common 3,510 SF Fuel Positions HERTZ 2,185 Car Wash Bay HERTZ 715 ® Support/Storage Common 2,470 SF Support/Storage HERTZ 503 �CC_ EXHIBIT E Prepared by: Randy Schumann �A+ QTA CAR WASH, FUEL&STORAGE Approved by: 474 Pinson Drive Kim Miller � 5 Corpus Christi Date: �9/2024 International Airport Not to Scale Sheet No.1of1 i i I .I --- •--- - -- I - - UT a a U0 ff0 fM B MAINT.1® ®MAINT.2 MAINT.3® MAINT.4® MAINT.5 I g p "'1eAA JJJ"' _/ T 0 FUEL POSITIONS OFFICE 1 OFFICE 2 OFFICE 3 OFFICE 4 OFFICE 5 FUEL POSITIONS21 ! x x x x x o d IT --- Tr -17LL -1-7 ,-- — _--__— _ - il I FLOOR PLAN BUILDING ADMIN. MAINT. lO Enterprise Office/Maint. 850 SF 775 SF 2 -1 Enterprise Office/Maint. 850 SF 775 SF L 3� Hertz Office/Maint. 850 SF 775 SF 17 4-4 Avis Office/Maint. 850 SF 775 SF F Avis Office/Moint. 850 SF 775 SF Cel � EXHIBIT F Prepared by: Randy Schumann QTA OFFICES &MAINT. pp y: Kim Miller � ��w Approved b Corpus Christi 474 Pinson Drive International Airport Not to Scale Sheet No.Iof1 Date: 10/28/2024 Rental Car Monthly Revenue Report cir City of Corpus Christi-Aviation Department' 1000 International Blvd. Exhibit G Corpus Christi,TX 78406 Revised 513112024 Company Location CRP MAG Paid Prior to the Submission of this Report MAG Rental Transaction Days Rental Transactions Revenue for Concession Fee Time&Mileage Fees daily,time,mileage charges&fees Vehicle Registration Recovery/Recoupment Fees fees for tax,title,licensing,registration Fuel Charges&Services fuelprepayment refueling,fuel replacementfees&othercharges Insurance Sales baggage,medical&any other add'!coverage Damage Waivers LDW,CDW,PDW,fees&charges for all types of waivers Upgrades,Exchanges,Special Use Fees all upgrades&exchanges one-way,inter-city,special surcharges Additional Equipment car seats,racks,radios,phones,navigation,wifi,satellite,sound sys. Misc&Optional Fees/Charges add'I drivers,underage,keys,cleaning,roadside,valet GARS Contracted Services 3rd party users&tenants Concession Recovery/Recoupement Fees fees chargedfor recovery or recoupmentforfees paid to City Operating Costs charges to recover operating costs All Other Fees,Charges, Receipts,Compensation Revenue for Concession Fee: $ - Concession Fee Due @ IM $ - Less MAG (if paid prior to report): Add'I Concession Due with Report: $ - Revenue Excluded Customer Facility Charges(CFCs)Collected $ - Prohibited Reductions: Airport Security Fees $ - Volume Discounts&Rebates Taxes Required by Taxing Authority Credit for Out-of-Pocket Purchases Bad Debt Recovery of Actual Damages/Loss/Conversion Local or National Discounts If applicable conditions apply Tickets/Fines/Towing If applicable conditions apply Total Allowable Exclusions: $ - Total Gross Revenue: $ - TOTAL DUE: $ - Report(including revisions),additional concession fee,CFCs collected,and airport security fees are due on or before the 20th of each month. Signatures The undersigned hereby certifies that this report is a true,accurate and complete statement of Company's Gross Revenues and AllowableExclusions in accordance with the terms within the Airport Rental Car Concession and Lease Agreement as amended,for the month reported. Prepared By .................................................................................................................... Signature For CCIA Use Only Name Title Date Signed Management Signature Name Title Date Signed Exhibit H DESIGNATION OF RESPONSIBILITIES FOR OPERATION AND MAINTENANCE RAC PREFERENTIAL USE SPACE RAC COMMON USE Administrative Support and Office Maintnenance Bay Fuel Position Car Wash Bay Stoira e 1. Air Conditioning a. Maintenance C N/A N/A N/A C b. Operation C N/A N/A N/A C c. Distribution C N/A N/A N/A C 2. Heating a. Maintenance C C N/A C C b. Operation C C N/A C C c. Distribution C C N/A C C 3. Lighting a. Bulb&Tub Replacement C C C C C b. Maintenance C C C C C 4. Electrical Maintenance C C C C C 5. Water a. Distribution C C C C N/A b. Fixtures C C C C N/A 6. Sewage a. Distribution N/A C C C C b. Fixtures N/A C C C C 7. Maintenance a. Otherthan Structure R R C C C b. Structure C C C C C c. Exterior C C C C C 8. Cusotidal Service a. Restroom C N/A C C C b. Office/Kitchen R N/A N/A N/A N/A c. Work Area N/A R R R R 9. Window Cleaning a. Exterior C C N/A N/A N/A b. Interior C C N/A N/A N/A NOTES: R-RAC,C-CITY, N/A-NOT APPLICABLE. NEW CONSTRUCTION AND DAMAGE REPAIR ARE NOT SUBJECT TO THIS MATRIX AND SHALL BE GUIDED BY THE LEASE DOCUMENT. 3.31. Insurance Requirements EXHIBIT I A. CONCESSIONAIRE'S LIABILITY INSURANCE 1 . Concessionaire must not commence work under this contract until all insurance required has been obtained-and such insurance has been approved by the City. Concessionaire must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. 2. Concessionaire must furnish to the City's Risk Manager and Contract Administrator one (1 ) copy of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, 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 Per occurrence - aggregate change 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 COMPENSATION Statutory and complies with Part II (All States Endorsement if Company is of this Exhibit. not domiciled in Texas) Employers Liability $500,000/$500,000/$500,000 RFP Template 03/15/2022 Page 13 of 25 POLLUTION LIABILITY $1,000,000 Per Occurrence (Including Fueling Operations) CRIME/EMPLOYEE DISHONESTY $1,000,000 Per Occurrence Concessionaire shall name the City of Corpus Christi, Texas as Loss Payee 3. In the event of accidents of any kind related to this contract, Concessionaire must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. B. ADDITIONAL REQUIREMENTS 1 . Applicable for paid employees, Concessionaire must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Concessionaire is not domiciled in the State of Texas. 2. Concessionaire shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Concessionaire's sole expense, insurance coverage written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. 3. Concessionaire shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. All notices under this Exhibit shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 4. Concessionaire agrees that, with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, and volunteers, as additional insured's by endorsement with regard to operations, completed operations, and RFP Template 03/15/2022 Page 14 of 25 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. 5. Within five (5) calendar days of a cancellation, non-renewal, material change or termination of coverage, Concessionaire shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Concessionaire's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 6. In addition to any other remedies the City may have upon Concessionaire's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Concessionaire to stop work hereunder, and/or withhold any payment(s) which become due to Concessionaire hereunder until Concessionaire demonstrates compliance with the requirements hereof. 7. Nothing herein contained shall be construed as limiting in any way the extent to which Concessionaire may be held responsible for payments of damages to persons or property resulting from Concessionaire's or its subcontractor's performance of the work covered under this contract. 8. It is agreed that Concessionaire's insurance shall be deemed primary and non- contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. 9. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. RFP Template 03/15/2022 Page 15 of 25 2024 Insurance Requirements Exhibit Legal Dept. - CCIA/Corpus Christi International Airport Rental Car Concession and Lease Agreement 05/31 /2024 Risk Management - Legal Dept. RFP Template 03/15/2022 Page 16 of 25 CCI A w Corpus Christi International Airport On-Airport Rental Car Concession and Lease Agreement Council Presentation December 3, 2024 CCI Proposed Lease Agreement Corpus Christi International Airport • The term of this agreement is for a period of five (5) years with a mutual agreement option to extend for two (2) one- year periods. GZ= • This agreement is for the right to operate an on-airport • National rental car service and lease of space at the Corpus Christi International Airport. AV I S Budget • The leased premises include terminal counter space, back- office operations, ready return parking and facility space Hertz dollar. and amenities at the QTA— Quick Turnaround. CAR RERTAL • The Airport Board recommended approval of the lease agreements at their regular called meeting on October 30, 2024. 70'.OG" $ < HALL ENTRANCE FOR OFFICES AND COUNTERS 5A6.00 SF(108.5 SF @ EACH R.A.C.SPACE) IQ OFFICE I OFFICE 2 OFFICE 3 OFFICE 4 OFFICE 5 139.5 SF 139.5 SF 139.5 SF 139.5 SF 139.5 SF COUNTER COUNTER COUNTER3 COUNTER4 COUNTER5 201.5 SF 201.5 SF 201.5 SF 201.5 SF 201.5 SF 8 QUEUE SPACE I QUEUE SPACE 2 QUEUE SPACE 31 QUEUE SPACE 4 QUEUE SPACE 5, 155 SF 155 SF 155 SF 155 SF 155 SF 15'-06" 15'-06.. 15,_D6., 15,_06.. 15,_06., Offk./C..m.(/Qw Spm*Mall..ay 604.5 SF O2 0Mk./Gore../0..Spec./M.Rw.y 604.5 SF - Offk./Cwre../G...Spec./M.11—y 604.5 SF + ® Of{Iw/C.eenr/(Neu.spx./MuBwur 604.5 SF urr.:.vJ..)nicwRr wrvrsroor�tiR.xlnurnr:Alen c>t I -e Sp—MMI—y 604.S SF TNITAIS1Vr:SPACF.r=XNSIWAIJS AND n.1 l J 1NIFll10R OFTIIF.F.X9TR\N.WA115 AND F104 fl8! WAJJ (R1S I1)C ABSWI c)F I\M.D BI TAiJnnw SU-1f>F SAIDCI_A.J. J\I:Ry>UID BI:IA)f.�T}D IF' } SUCH INiFRI()R R'AIJ.PSISIiD. J N ��' EXHIBIT B Prepared by: Randy Schumann RENTAL CAR TERMINAL COUNTERS&OFFICES w E � 10001nfemalionalDme Approved by: Km Miller Corpus Christi S International Airport NQUOScele S,-,(No.Iof2 Date: 05IM2024 3 _ Enterprise Parking Spaces:125 _ Avis Parking Spaces:73 rE �� 232 �, 148 233 Hertz Parking Spaces:51 'o a'3 180 197 2kr 234 164 181 196 215 51 235 _ Loading Zone 152 = 165 182 199 216 _ 23fr 166 183 200 21/ 237 153 167 184 201 218 238 Total Spaces:249 Parking Spaces 154 r 168 185 202 219 239 155 169 186 203 220 240 r 156 170 187 .204 221 153 241 157 171 188 205 '222 - -242 - 1 172 189 206 223 743 1ST �� O _�- 173 190 207 224 244 174 191 208 225 245 175 192 109 226 246 1 176 193 210 227 247 160 177 194 211 228 248 1 178 195 212 229 249 �- Z 179 196 213 230 - �RJ�' lJ� 136 _ ^ Ib'ice O� i1 1 ,c c��ciL'i�-WI 1211 129 137 9 2a DP _ ——— 138 �,I w w w w w A A A A A A A A p A m yr m m rn 122 130 0m waO -ti wArnm v doeO Nw A<n 123 131 _ _ 139 124 132 140 125 133 141 426 134 142 O d'ram., w A u�i m m m O ram.,w A uJi m 127 135 143 44 145 1 Vw �o mmm 100 au�O, m� 1 146 1 /I � � � ro� g�rO.r � auci m�ro�co o �v w air 'm -4mID OIL � - tt . ,a L_ Bou goo goo MAINT.1 B ®MAINT.2 MAINT.3® j: ,`�l MAINT.4® ®MAINT.5 \ goo goo------- 0180 FUEL POSITIONS OFFICE 1 OFFICE 2 OFFICE 3 { OFFICE 4 OFFICE 5 FUEL PC SITIONS x x x } x x 111 E: FLOOR PLAN BUILDING ADMIN. MAINT. �1 Enterprise Office/Maint, 850$F 775 5F 2 Enterprise Office/Main. 850 5F 775 SF 3 ] Hertz Office/Maint. 850 SF 775 SF L 4 Avis Office/Maint, 850 SF 775 5F F— 5 Avis Office/Maint. 850 SF 775 SF 5 SITE PLAN KEY LEGEND OTA Site Total:245,520 SF I. 41 Rear Parking Lanes 502 Totol Parking Capacity 43 Tosol Employee Parking Loading Area Parking Lanes a The SITE BUILDING TOTAL AREA 1 Fuel Positions 12 Common 10,725 SF 2� Car Wash Bay 3 Common 3,510 SF Moira orarw Boy 5(1 soch) 4,060 SF Administro" 5(l each) 4,060 SF - Supporvg.. s Common 2,470 SF TOTAL 27,825 SF 1 �• 6 H 10 12 la 16 IB 28 30 32 34 36 38 I 3 5 > 9 I I r 3 I s 1 I G L j9 31 33 N LANE 0 Porking PROPOSED RENT-A-CAR PARKING LOT - $ Ft.TBD 1-38 Front Parking Lanes 89,710 SF LOADING- 4 Rear Parking Lanes 15,200 SF FMPI OYFF PARKING r Enterprise Front Parking Lanes 45,250 SF r0-27 I Horn Front Parking Lanes 1 8,860 SF Avis Front Parking Lanes 25,600 SF 1-21 Enterprise Rear Parking Lanes 7,640 Sr 22-29 Hertz Rear Parking Lanes 2,960 SF - Avis Rear Parking Lanes 4,600 SF J SClcl �o 0 v NogPORA,o AGENDA MEMORANDUM zss2 First Reading for the City Council Meeting of December 03, 2024 Second Reading for the City Council Meeting of December 10, 2024 DATE: November 06, 2024 TO: Peter Zanoni, City Manager FROM: Eddie Houlihan, Director of Management & Budget EddieHo@cctexas.com (361) 826-3792 Amendment to Increase the Tax Increment Reinvestment Zone No. 2 FY 2025 Operating Budget for Briscoe King Pavilion Project by $1,911,385 CAPTION: Ordinance increasing the Tax increment Reinvestment Zone (TIRZ) No.2 Fiscal Year 2024-2025 (FY 2025) operating budget by $1,911,385 for the Briscoe King pavilion project; appropriating $1,911,385 from the unreserved balance of the TIRZ#2 Fund; and amending the FY 2025 Operating Budget. (6 votes required) SUMMARY: This ordinance will increase the TIRZ #2 FY 2024-2025 operating budget by $1,911,385 for the Briscoe King Pavilion project. BACKGROUND AND FINDINGS: Nueces County previously presented a project to the TIRZ #2 board for improvements to the Briscoe King Pavilion including structural improvements, drainage improvements, parking lot improvements, and interior improvements. The project also proposes a new modern structure to be added to accommodate larger functions. The TIRZ #2 board approved amending the project and financing plan to include improvements to the Briscoe King Pavilion in the amount of$4,000,000. Upon receiving new cost estimates in 2024, Nueces County requested an additional amount of $1,911,358 for improvements to the Briscoe King Pavilion at the October 15, 2024, TIRZ #2 meeting. The board approved the additional amount and the new construction timeline for the project is 12-14 months The new Briscoe King Pavilion will have meeting rooms, office spaces, restrooms, a catering kitchen, and two assembly areas that can host 298 and 161 occupants for special occasions. ALTERNATIVES: The City Council may choose not to approve the additional amount of$1,911,358 for the Briscoe King Pavilion transformative project. FINANCIAL IMPACT: The financial impact will be $1,911,358 from the Tax Increment Reinvestment Zone #2 Fund. FUNDING DETAIL: Fund: 1111 TIF #2 Organization/Activity: 11305 Administration Department: 57 Economic Development Account: 530000 Professional Services RECOMMENDATION: Staff and the Tax Increment Reinvestment Zone (TIRZ) #2 Board recommends approving the budget increase. LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance approving amendment to the Tax Increment Reinvestment Zone No. 2 operating budget for the Briscoe King Pavilion Project; increasing funds in the amount of $1,911,385.00 for needed improvements and renovation to the existing Briscoe King Pavilion facility; appropriating $1,911,385.00 from the unreserved balance of the Tax Increment Reinvestment Zone No. 2 Fund; and amending the FY 2025 Operating Budget. (6 votes required) WHEREAS, Nueces County is undergoing a project for improvements to the Briscoe King Pavilion which include structural improvements, drainage improvements, parking lot improvements, and interior improvements. The project also proposes a new modern structure to be added to accommodate larger functions. WHEREAS, the Tax Increment Reinvestment Zone No. 2 Board of Directors on July 18, 2022, amended the Project and Financing Plan to include financing in the amount of $2,000,000.00 for the Briscoe King Pavilion Project; WHEREAS, on March 29, 2022, the Tax Increment Reinvestment Zone No. 2 Board of Directors approved an additional amount of $2,000,000.00 for improvements to the Briscoe King Pavilion Project; WHEREAS, on October 15, 2024, the Board of Directors of Reinvestment Zone No. 2 took action to approve additional funding for the Briscoe King Pavilion Project in the amount of $1 ,911 ,385.00; WHEREAS, Texas Tax Code Section 311 .011(d) provides that the governing body of the municipality that designated the zone must approve a project plan or reinvestment zone financing plan after its adoption by the Board and the approval must be by ordinance; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL FOR THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Council approves the amendment to the Tax Increment Reinvestment Zone No. 2 operating budget for the Briscoe King Pavilion Project, increasing the funds in the amount of $1 ,911 ,385.00 for needed improvements and renovation to the existing Briscoe King Pavilion facility. SECTION 2. The City Council approves appropriating $1 ,911 ,385.00 for the Briscoe King Pavilion Project from the unreserved balance of the Tax Increment Reinvestment Zone No. 2 Fund, and hereby, amends the FY 2025 Operating Budget to increase revenues and expenditures. Introduced and voted on the day of , 2024. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary SC �o o� � AGENDA MEMORANDUM N-ORPOftAY E First Reading Ordinance for the City Council Meeting of December 03, 2024 is 52 Second Reading Ordinance for the City Council Meeting of December 10, 2024 DATE: December 03, 2024 TO: Peter Zanoni, City Manager FROM: Michael Dice, Development Services Department MichaelD3@cctexas.com (361) 826-3596 Ordinance amending Corpus Christi Code to establish specific slope and retaining wall requirements for new construction on Padre Island and Mustang Island. CAPTION: Ordinance amending Corpus Christi Code Section 14-552 to establish specific slope and retaining wall requirements for new construction on Padre Island and Mustang Island. SUMMARY: This ordinance modifies the Corpus Christi Code Sec.14-552 to limit side and rear yard runoff slopes to maximum of 10% grade and prohibits retaining walls within side yards, rear yards, or easements for new construction of any residential structure on Padre Island or Mustang Island. BACKGROUND AND FINDINGS: The Island Strategic Action Committee (ISAC) recommends that the City Council support the recommendations of ISAC's Infill Housing Subcommittee for drainage solutions related to infill housing on the Island. The Infill Housing Subcommittee recommends (1) The City revises the Unified Development Code (UDC) to limit side and rear yard runoff slopes to 10% max or a 6" drop over a 5-foot setback. (2) The City implements inspections during the construction of infill houses to enforce the 10% rule. (3) The City increases inspection of the engineered drainage plan to ensure the plan is being followed. The proposed amendments herein exceed FEMA's minimum floodplain management standards. LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance amending Corpus Christi Code Section 14-552 to establish specific slope and retaining wall requirements for new construction on Padre Island and Mustang Island; and providing for a penalty not to exceed $500 and publication. WHEREAS, the Island Strategic Action Committee recommends that the City Council support the recommendations of the Infill Housing Subcommittee for drainage solutions related to infill housing on the Island; WHEREAS, residential structures on Padre Island and Mustang Island are more susceptible to coastal storms and flooding; WHEREAS, the proposed amendments herein are designed to mitigate flood risk; and WHEREAS, the proposed amendments herein exceed FEMA's minimum floodplain management standards. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. The City Council finds the foregoing preamble language stated in this ordinance to be true and correct and adopts such findings for all intents and purposes related to the enactment of this ordinance. SECTION 2. The Corpus Christi Code, Sec.14-552, Subsection (1), is amended by adding the following language that is underlined (addec) and deleting the language that is stricken (deleted) as delineated below: Sec. 14-552 Specific standards. In all areas of special flood hazards where base flood elevation data has been provided as set forth in section 14-521, subsection 14-542(8), or subsection 14-543(c), the following provisions are required: (1) Residential construction. New construction of any residential structure must have the lowest floor (including basement) and machinery or equipment, elevated to one (1) foot above the base flood elevation. Substantial damage and substantial improvement must have the lowest floor (including basement) and machinery or equipment, elevated to one (1) foot above the base flood elevation. Attached garages and enclosures below elevated buildings must meet the minimum NFIP requirements (elevated to the base flood elevation or have proper openings). A registered professional engineer, architect, or land surveyor shall submit a certification to the floodplain administrator that the standard of this subsection as proposed in subsection 14-533(b)(1), is satisfied. (b) For new construction of any residential structure on Padre Island or Mustang Island, rear and side yard slopes may not exceed 10% grade slope from the foundation to adjacent property. Retaining walls are not allowed within side yards, rear yards, or easements. Slope requirements are to be inspected throughout the construction process, including final inspection of the post-construction final engineered drainage plan. Page 1 of 2 SECTION 3. If any section, paragraph, clause, or provision of this ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause, or provision shall not affect any of the remaining provisions of this ordinance. SECTION 4. Penalties are as provided in Section 1-6 of the Corpus Christi Code. SECTION 5. 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. 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 2 Padre/Mustang Island Slope Requirements City Council December 3,2024 Background Problem: Infill houses flooding adjacent properties. Island Strategic Action Committee formed a subcommittee to study and review the infill flooding problem. • ISAC Subcommittee interviewed City staff, builders, and homeowners. • ISAC recommended unanimously to approve the recommendations on January 16, 2024. Proposed Changes • Limit side and rear yard runoff slopes to 10% max of 6" drop over a 5-foot setback. • 10% grade slope is from the foundation to the adjacent property. • Retaining walls are not allowed within side yard, rear yards, or easements. • Inspections during the construction of infill houses to enforce the 10% rule. • Post-construction final engineered drainage plans are still required at building final. Outreach Island Strategic Action Committee- November 13, 2024 Coastal Bend Home Builders Association — November 14, 2024 Staff Recommendation Approval of the proposed code amendments. SClcl �o 0 v NogPORA,o AGENDA MEMORANDUM zss2 First Reading for the City Council Meeting of December 03, 2024 Second Reading for the City Council Meeting of December 10, 2024 DATE: November 20, 2024 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, CPA CGFO, Assistant City Manager Heatehrh3(u-)cctexas.com (361) 826-3506 THROUGH: Robert Dodd, Director of Parks and Recreation Department Robert D4(o)cctexas.com (361) 826-3133 Type B Economic Development Grant to Mitigate Shoreline Erosion of Public Parks Along the Corpus Christi Bay CAPTION: Ordinance authorizing a Coastal Erosion Planning and Response Act Project Cooperation Agreement with the Texas General Land Office and a matching grant allocation of$820,000.00 to mitigate shoreline erosion of public parks along the Corpus Christi Bay; appropriating $820,000.00 from the unreserved balance of the Type B Fund; and amending the FY 2025 Operating Budget. (6 votes required) SUMMARY: This ordinance authorizes an agreement with the Texas General Land Office and a matching grant allocation of $820,000.00 to mitigate shoreline erosion of public parks along the Corpus Christi Bay. The Parks & Recreation Department, in partnership with the Texas General Land Office (TGLO), under the Coastal Erosion Planning & Response Act (CEPRA), proposes to enter into a project cooperation agreement to address stabilizing the eroding shorelines/elevated bluffs of the following public parks along the Corpus Christi Bay: Cole Park (Oleander Point), Ropes Park & Poenisch Park. The purpose of the project is to design hybrid solutions that will reduce erosion of bluffs adjacent to shorelines and in the process, increase stability of small pocket beaches that provide public access to the bay. Part of this proposal requests funding for Phase 1 — Data Collection (Task 1) & Preliminary Alternatives Analysis (Task 2) with professional services to be done by HDR, Inc. (architecture, engineering, environmental & construction services). BACKGROUND AND FINDINGS: On November 11, 2024, the Corpus Christi B Corporation held a public hearing and approved a business incentive for Texas General Land Office in the amount of $820,000 for an upfront request to mitigate shoreline erosion of public parks along the Corpus Christi Bay. The prevailing erosion of the bayfront parks has been exacerbated by high water/waves along the bayfront during the 2020 Hurricane Season. Continued erosion exposes hazardous, discarded construction materials (e.g., concrete rubble/metal) which limits public access to the natural beaches. Historical erosion has reduced the footprint of upper parks and reduced park safety. Because these parks are limited in width by the proximity of Ocean Drive and due to their high elevation, it would not be cost effective to reclaim park acreage through placement of fill material. Therefore, the ongoing erosion is permanently reducing usable public, park space. The public parks included in this cooperation agreement are considered high-profile areas with heavy tourist visitation and offer unique opportunities for a variety of nature-based recreation activities. Nature- based recreation/tourism strategies can increase revenues and strengthen economic development. These parks not only provide bayfront viewing/bay access but also function as neighborhood parks that are easily accessible by walking, bicycles or scooters. These parks are much closer to nearby neighborhoods than Gulf beaches, making them a lower cost option for waterfront activities. Below are the overall project goals for the open space improvements: • Reduce bluff erosion to preserve existing park footprint • Stabilize/enhance pocket beaches to provide safe public access • Apply hybrid living, shoreline stabilization techniques to maximize environmental benefits (Enhance/mimic natural coastal features (e.g., headlands) to reduce impact of waves/surge) • Protect park acreage & infrastructure threatened by continued erosion • Increase habitat for organisms & algae in and around the shorelines. The overall purpose of the Data Collection (Task 1) effort will be to characterize existing site conditions to support development of shoreline protection concepts and associated alternatives analysis. A Preliminary Alternatives Analysis (Task 2) will be performed to characterize existing conditions, develop potential project concepts, and compare/contrast the concepts in terms of cost, resiliency, regulatory constraints, aesthetics, and other factors. The term of this agreement will end on August 31, 2029. The maximum term length was assigned to allow for unknowns like delays in contract execution or following the dissipation of other storm events that may develop. The work order between TGLO & HDR, Inc. cannot be executed until this Cooperation Agreement is approved. Tasks 1 & 2 are scheduled to be completed within 270 days from the issuance of the notice to proceed to HDR. The funding for Phase 1 has a shared project cost between TGLO/CEPRA and the City per the Cooperation Agreement, Attachment A - Budget. Upon execution of the agreement, the City will provide a partner match of 40% and TGLO will fund 60% of the project cost per the cost sharing summary in Attachment A. The estimated cost is not to exceed $2,095,000 which includes $1,275,000 from the GLO/CEPRA Funds and the remaining city match of$820,000. Phase 1 Tasks: • Surveying • Geotechnical Investigation • Topog rap hic/Bathymetric Surveying • Property Boundary Surveying • Subsurface Utility Investigation • Environmental/Habitat Delineations • Site Characterizations • Develop Shoreline Protection Concepts • Compare Shoreline Protection Concepts • Cost Estimates • Graphic Renderings • Alternative Analysis Report • Coastal Boundary Surveys • USACE Permitting For reference, Phase 2 (not part of this proposal) would implement/initiate construction, through permitting, of the established alternative/solution for each park. Another application for additional CEPRA funding will need to be submitted/accepted after a feasible solution has been established for each park. An application to receive CEPRA funds cannot be submitted for Phase 2 until Tasks 1 & 2 are completed. ALTERNATIVES: The City Council may choose not to fund this agreement. FINANCIAL IMPACT: The financial impact will be $820,000 from the Type B Economic Development Fund. FUNDING DETAIL: Fund: 1146 Type B Economic Development Organization/Activity: 15040 Type B Incentives Department: 57 Economic Development Project #(CIP Only): Account: 530000 Professional Services RECOMMENDATION: Staff recommends approval of the Coastal Erosion Planning and Response Act Project Cooperation Agreement with the Texas General Land Office and matching grant not to exceed $820,000.00 to be funded by the Corpus Christi B Corporation in FY 25. LIST OF SUPPORTING DOCUMENTS: Ordinance Agreement COF PowerPoint Presentation Ordinance authorizing a Coastal Erosion Planning and Response Act Project Cooperation Agreement with the Texas General Land Office, and a matching grant allocation of $820,000.00 to mitigate shoreline erosion of public parks along the Corpus Christi Bay; appropriating $820,000.00 from the unreserved balance of the Type B Fund; and amending the FY 2025 Operating Budget. (6 votes required) WHEREAS, the City of Corpus Christi's Parks & Recreation Department, in partnership with the Texas General Land Office (TGLO), under the Coastal Erosion Planning & Response Act (CEPRA), proposes to enter into a project cooperation agreement to address stabilizing the eroding shorelines/elevated bluffs of the following public parks along the Corpus Christi Bay: Cole Park (Oleander Point), Ropes Park & Poenisch Park; and WHEREAS, these shoreline parks not only provide bayfront viewing/bay access, but also function as neighborhood parks that are easily accessible by walking, bicycles or scooters. These parks are much closer to nearby neighborhoods than Gulf beaches, making them a lower cost option for waterfront activities; and WHEREAS, the purpose of this TGLO project is to design hybrid solutions that will reduce erosion of bluffs adjacent to shorelines and in the process, increase stability of small pocket beaches that provide public access to the bay; and WHEREAS, recognizing the significance in reducing ongoing erosion of shoreline parks, on November 11, 2024, the Corpus Christi B Corporation held a public hearing and approved a business incentive for Texas General Land Office in the amount of $820,000 for an upfront request to mitigate shoreline erosion of public parks along the Corpus Christi Bay; and NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL FOR THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Council authorizes a Coastal Erosion Planning and Response Act Project Cooperation Agreement with the Texas General Land Office. SECTION 2. The City Council approves a matching grant allocation of $820,000.00 to mitigate shoreline erosion of public parks along the Corpus Christi Bay. SECTION 3. The City Council approves appropriating $820,000.00 for the Coastal Erosion Planning and Response Act Project Cooperation Agreement from the unreserved balance of the Type B Fund, and hereby, amends the FY 2025 Operating Budget to increase revenues and expenditures. Introduced and voted on the day of , 2024. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary DocuSign Envelope ID: BB2D581A-630A-4B2A-9D41-460FC9ED4834 LANpj p��fCs � w M STATE OF COASTAL EROSION PLANNING AND RESPONSE ACT PROJECT COOPERATION AGREEMENT GLO Contract No.24-058-007-E407 CEPRA Project No. 1757 The Texas General Land Office (the "GLO") and City of Corpus Christi, the Qualified Project Partner ("QPP"), each a "Party" and collectively "the Parties," enter into this project cooperation agreement (the "Contract") under the Coastal Erosion Planning and Response Act, Texas Natural Resources Code Sections 33.601-.613 ("CEPRA" or the"Act"). I.DEFINITIONS,INTERPRETIVE PROVISIONS,AND PROJECT DESCRIPTION 1.01 DEFINITIONS "Account" means the coastal erosion response account established under Section 33.604 of the Texas Natural Resources Code. "Administrative and Audit Regulations" means all applicable statutes, regulations, and other laws governing administration or audit of this Contract, which may include Title 2, Part 200, Code of Federal Regulations, Chapter 33 of the Texas Natural Resources Code, and Chapter 321 of the Texas Government Code. "Amendment" means a written agreement, executed by the Parties' authorized representatives, that documents changes to the Contract. "Attachment" means documents, terms, conditions, or additional information attached to this Contract after the execution page or incorporated by reference herein. "Budget" means the cost share budget for the Project detailed in the Work Plan, Budget and Map(s) attached to this Contract as Attachment A. "CEPRA" or the "Act" means the Coastal Erosion Planning and Response Act, Texas Natural Resources Code Sections 33.601-.613. "Contract" means this entire document and its Attachments and Amendments. "Fiscal Year" means the period beginning September 1 and ending August 31 each year, which is the annual accounting period for the State of Texas. "GAAP" means "generally accepted accounting principles." "GASB"means the Governmental Accounting Standards Board. "General Affirmations" means the terms and conditions attached hereto as Attachment B that QPP affirms and agrees to by executing this Contract. "GLO" means the Texas General Land Office and its officers, employees, and designees, acting in their official capacities. GLO Contract No.24-058-007-E407 Page 1 of 11 DocuSign Envelope ID: BB2D581A-630A-4B2A-9D41-460FC9ED4834 "Intellectual Property" means patents, rights to apply for patents, trademarks, trade names, service marks, domain names, copyrights and all applications and worldwide registration of such, schematics, industrial models, inventions, know-how, trade secrets, computer software programs, intangible proprietary information, other commercially valuable products of the human intellect, and all federal, state, or international registrations or applications for any of the foregoing. "Partner Match" or "Match" means the amount contributed by QPP and all funding sources other than the CEPRA Account, to pay the shared Project costs set forth in the Budget. "Project" means the activities described in Section 2.01 and detailed in the Work Plan, Budget and Map(s) attached to this Contract as Attachment A. "Project Manager" means the person each Party designates as primarily responsible for coordinating the Project on behalf of that Party. "Public Information Act"means Chapter 552 of the Texas Government Code. "Qualified Project Partner" or" PP" means City of Corpus Christi. "Subcontractor" means an individual or business that signs a contract, or enters into an agreement with QPP, to perform part or all of the obligations of QPP under this Contract. "Travel Regulations" means all applicable statutes, regulations, laws, and Comptroller guidance related to reimbursement for QPP's travel expenses, including: Title 34, Section 5.22, of the Texas Administrative Code; Chapter 660 of the Texas Government Code; the General Appropriations Act; and Textravel, the Comptroller's travel regulation guidance available on the Comptroller's website. "Work Plan" means the Work Plan, Budget and Map(s) attached to this Contract as Attachment A, which describes the methodology, means, and manner in which the Project shall be accomplished. 1.02 INTERPRETIVE PROVISIONS (a) The meanings of defined terms apply to the singular and plural forms of the defined terms; any term used in this Contract that is defined in the Act has the meaning defined in the Act; (b) The words "hereof," "herein," "hereunder," and similar words refer to this Contract as a whole and not to any particular provision, section, Attachment, work order, or schedule of this Contract unless otherwise specified; (c) The term "including"means "including, without limitation." (d) Unless otherwise expressly provided, references to contracts include subsequent amendments and other modifications thereto, to the extent such amendments and modifications are not prohibited by the terms of this Contract, and a reference to a statute or regulation includes statutory or regulatory provisions consolidating, amending, replacing, supplementing, or interpreting the statute or regulation; (e) The captions and headings of this Contract are for convenience of reference only and shall not affect the interpretation of this Contract; (f) All Attachments to this Contract, including those incorporated by reference, and any amendments are considered part of the terms of this Contract; GLO Contract No.24-058-007-E407 Page 2 of 11 DocuSign Envelope ID: BB2D581A-630A-4B2A-9D41-460FC9ED4834 (g) This Contract may use several limitations, regulations, or policies to regulate the same or similar matters. Each such limitation, regulation, and policy is cumulative and shall be performed in accordance with its terms; (h) Unless otherwise expressly provided, reference to any action of or by the GLO by way of consent, approval, or waiver is deemed modified by the phrase "in its/their sole discretion." Notwithstanding the preceding, the GLO shall not unreasonably withhold or delay any approval, consent, or waiver required or requested of it; (i) Time is of the essence in this Contract; (j) Conflicts between this Contract and its Attachments shall be resolved in the following order of precedence: first, the Signed Contract; then Attachments to the Contract in this order: Attachment A then Attachment B. 1.03 PURPOSE This Contract sets forth the terms and conditions for the cooperation of the Parties in the Project. The Project will be led and managed by the GLO_ Match is included in this Contract. II. SCOPE OF PROJECT 2.01 PROJECT (a) The Parties shall cooperate to complete CEPRA Project No. 1757 Corpus Christi Bay Bluff Shoreline Protection. The Parties shall complete the Project in accordance with this Contract and its Attachments. (b) The Parties may amend the Work Plan or Budget by written agreement. QPP may request such an amendment by submitting a written request and detailed justification to the GLO Project Manager. Amendments to the Work Plan or Budget may delay performance of the Project. If there are any costs included in the requested amendment that were not previously included in the Contract, QPP is solely responsible for such costs it incurs while awaiting amendment. 2.02 PROJECT MANAGERS Following the execution of this Contract, each Party must designate a Project Manager and provide the other Party with the Project Manager's name, contact information, and any other necessary information. If a Party's Project Manager changes, that Party must notify the other Party's Project Manager and provide the new Project Manager's contact information via email. Each Party shall maintain the other Party's Project Manager information in its Project files. III.TERM 3.01 DURATION (a) This Contract is effective as of the date executed by the last Party (the "Effective Date") and shall terminate on August 31, 2029. The Parties may extend this Contract for up to two additional years by mutual, written agreement executed by the Parties' authorized representatives. GLO Contract No.24-058-007-E407 Page 3 of 11 DocuSign Envelope ID: BB2D581A-630A-4B2A-9D41-460FC9ED4834 (b) This Contract is effective for the term specified herein. If QPP performs services or incurs costs before the Effective Date or after the Contract's termination or expiration, QPP does so at its sole risk and the GLO may choose to not compensate QPP for such services or costs. 3.02 EARLY TERMINATION The GLO may terminate this Contract by giving QPP written notice specifying a termination date at least thirty (30) days after the date of the notice. Upon receipt of such notice, QPP shall cease any work, terminate any subcontracts, and incur no further expense related to this Contract. Early termination shall be subject to the equitable settlement of the Parties' interests accrued up to the date of termination. 3.03 ABANDONMENT OR DEFAULT If QPP abandons work or defaults on the Contract, the GLO may terminate the Contract without notice. IV.FUNDING 4.01 TOTAL PROJECT BUDGET The Parties must pay all expenses associated with the performance of this Contract in accordance with the Budget in Attachment A. 4.02 PAYMENT OF SHARED PROJECT COSTS Any QPP, third-party, or Partner Match required for the Project must be provided in accordance with the Budget in Attachment A. QPP must pay the Partner Match amount indicated in Attachment A, which meets or exceeds the minimum percentage of shared project costs prescribed in the Act for the Project. QPP shall pay its Match amount in full to the GLO no later than thirty (30) days after receiving the GLO's written request for payment, which may be delivered by electronic mail, regular mail, or facsimile transmission. QPP must send payment(s)to the following address: GLO—For Partner Match Texas General Land Office Coastal Erosion Planning and Response Act(CEPRA)-MATCH Mail Code 151 P.O. Box 12873 Austin, TX 78711-2873 Partner Match payments must prominently display "GLO Contract No. 24-058-007- E407." QPP's failure to submit payment as instructed may significantly delay the project. 4.03 ALTERNATIVE SOURCE FUNDING The Parties shall cooperate to investigate and secure funding from sources other than the Account for the Project and its maintenance. QPP may use alternative sources of funding it acquires after the execution of this Contract toward the Partner Match. GLO Contract No.24-058-007-E407 Page 4 of 11 DocuSign Envelope ID: BB2D581A-630A-4B2A-9D41-460FC9ED4834 V.AVAILABILITY OF FUNDS;AFFIRMATIONS,ASSURANCES,AND CERTIFICATIONS 5.01 STATE FUNDING (a) This Contract shall not be construed as creating any debt on behalf of the State of Texas and/or the GLO in violation of Article III, Section 49, of the Texas Constitution. In compliance with Article VIII, Section 6 of the Texas Constitution, all obligations of the GLO hereunder are subject to the availability of state funds. If such funds are not appropriated or become unavailable, this Contract may be terminated and the Parties discharged from further obligations, subject to the equitable settlement of their respective interests, accrued up to the date of termination. (b) Any claim by QPP for damages under this Contract may not exceed the amount due and owing QPP or the amount of funds appropriated for payment, but not yet paid to QPP, under the annual budget in effect at the time of the breach. Nothing in this provision shall be construed as a waiver of sovereign immunity. 5.02 GENERAL AFFIRMATIONS To the extent they apply, QPP certifies it has reviewed Attachment B, General Affirmations, and that QPP is in compliance with all the requirements contained therein. 5.03 RECAPTURE OF FUNDS The GLO may terminate the Contract and recapture and be reimbursed by QPP for any payments the GLO makes that: (i) exceed maximum allowable rates; (ii) are not allowed under applicable laws, rules, or regulations; or (iii) are otherwise inconsistent with this Contract, including any unapproved expenditures. 5.04 OVERPAYMENT QPP shall be liable to the GLO for any costs disallowed pursuant to financial or compliance audit(s) of funds QPP received under this Contract. QPP shall reimburse such disallowed costs from funds other than those QPP receives pursuant to this Contract. VI.RECORDS,INSPECTION AND AUDIT,RETENTION,PUBLIC INFORMATION AND CONFIDENTIALITY 6.01 BOOKS AND RECORDS QPP shall keep and maintain full, true, and complete records in accordance with GAAP or GASB, whichever is applicable, as necessary to fully disclose to the GLO, the Texas State Auditor's Office, the United States Government, and/or their authorized representatives sufficient information to determine compliance with the terms and conditions of this Contract, other applicable agreements, and all state and federal rules, regulations, and statutes. 6.02 INSPECTION AND AUDIT (a) All records related to this Contract, including records of QPP and its Subcontractors, shall be subject to the Administrative and Audit Regulations. (b) The state auditor may conduct an audit or investigation of any entity receiving funds from the state directly under the Contract or indirectly through a GLO Contract No.24-058-007-E407 Page 5 of 11 DocuSign Envelope ID: BB2D581A-630A-4B2A-9D41-460FC9ED4834 subcontract under the Contract. Acceptance of funds directly under the Contract or indirectly through a subcontract under the Contract acts as acceptance of the authority of the state auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. Under the direction of the legislative audit committee, an entity that is the subject of an audit or investigation by the state auditor must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit. QPP shall ensure that this clause concerning the authority to audit funds received indirectly by subcontractors through QPP and the requirement to cooperate is included in any subcontract it awards. (c) State agencies authorized to audit and inspect QPP, its records, subcontractors, and subcontractors' records include the GLO, the GLO's contracted examiners, the State Auditor's Office, the Texas Attorney General's Office, the Texas Comptroller of Public Accounts, and their authorized designees. 6.03 PERIOD OF RETENTION Each Party shall retain in its records this Contract and all documents related to this Contract. Unless a longer retention period is specified by applicable law or regulation, the Parties may destroy the Contract and related documents only after the seventh anniversary of the date: the Contract is completed or expires; or all issues that arise from any litigation, claim, negotiation, audit, open records request, administrative review, or other action involving the Contract or related documents are resolved. 6.04 CONFIDENTIALITY To the extent permitted by law, QPP and the GLO shall keep all information, in whatever form produced, prepared, observed, or received by QPP or the GLO, confidential to the extent that such information is: (a) confidential by law; (b) marked or designated "confidential" (or words to that effect) by QPP or the GLO; or (c) information that QPP or the GLO is otherwise required to keep confidential by this Contract. QPP must not make any communications or announcements relating to this Contract through press releases, social media, or other public relations efforts without the prior written consent of the GLO. 6.05 PUBLIC REcoRDs The GLO shall post this Contract to the GLO's website. QPP understands that the GLO will comply with the Texas Public Information Act (Texas Government Code Chapter 552, the "PIA"), as interpreted by judicial rulings and opinions of the Attorney General of the State of Texas (the "Attorney General"). Information, documentation, and other material in connection with this Contract may be subject to public disclosure pursuant to the PIA. In accordance with Section 2252.907 of the Texas Government Code, QPP is required to make any information created or exchanged with the GLO or the State of Texas pursuant to the Contract, and not otherwise excepted from disclosure under the PIA, available to the GLO in portable document file (".pdf') format or any other format agreed upon between the Parties that is accessible by the public at no additional charge to the GLO or the State of Texas. By failing to mark any information that QPP believes to be excepted from disclosure as "confidential" or a "trade secret," QPP waives any and all claims it may make against the GLO for releasing such information without prior notice to Qualified Project Partner. The Attorney General will ultimately determine whether any GLO Contract No.24-058-007-E407 Page 6 of 11 DocuSign Envelope ID: BB2D581A-630A-4B2A-9D41-460FC9ED4834 information may be withheld from release under the PIA. QPP shall notify the GLO's Office of General Counsel within twenty-four (24) hours of receipt of any third-party written requests for information and forward a copy of said written requests to PIALe al(c glo.texas.gov. If a request for information was not written, QPP shall forward the third party's contact information to the above-designated e-mail address. VII.INTELLECTUAL PROPERTY 7.01 OWNERSHIP AND USE The GLO and QPP shall jointly own,without limitation, all right, title, and interest in and to all reports, drafts of reports, data, drawings, computer programs and codes, and/or any other information or materials acquired or developed under this Contract with each Party having an unlimited right to access and use, and authorize or license third parties to access and use, all such information and materials without the necessity of obtaining authorization from the other Party and without expense, charge, or accounting to the other Party. 7.02 INTELLECTUAL PROPERTY (a) The GLO and QPP shall retain, both during and after the term of this Contract, exclusive ownership of all rights, title, and interest in and to, their respective pre- existing Intellectual Property as of the effective date of this Contract. This Contract will not be interpreted or deemed as causing the parties to become joint owners of any such pre-existing Intellectual Property. (b) The GLO and the State of Texas each has the right to use, reproduce, publish, publicly display, distribute and create derivative or new works and otherwise use, exploit, or authorize others to use or exploit for government purposes all reports, drafts of reports, data, drawings, computer programs, codes and any other work associated with this Contract, and exercise any intellectual property rights, without obtaining authorization from the other Party and without expense, charge, or accounting to the other Party. (c) The QPP may obtain intellectual property rights for any work that is subject to intellectual property rights and was developed, or for which ownership was purchased, under this Contract, only if the GLO and the State of Texas each are granted a worldwide, royalty free, non-exclusive, fully paid-up, and irrevocable license to reproduce, publish, publicly display, distribute and create derivative or new works and otherwise use, exploit, or authorize others to use or exploit for government purposes all reports, drafts of reports, data, drawings, computer programs, codes and or any other work associated with this Contract. (d) QPP must give the GLO and the State of Texas, as well as any person designated by the GLO or the State of Texas, all assistance required to perfect the rights granted to the GLO and the State of Texas herein without any charge or expense beyond the stated amount payable to QPP for the work authorized under this Contract. (e) The Contract in no way creates an obligation on behalf of the GLO or the State of Texas to obtain or enforce any intellectual property right that may be created under this Contract. GLO Contract No.24-058-007-E407 Page 7 of 11 DocuSign Envelope ID: BB2D581A-630A-4B2A-9D41-460FC9ED4834 7.03 NON-ENDORSEMENT QPP shall not publicize or otherwise circulate promotional material (such as advertisements, sales brochures, press releases, speeches, still and motion pictures, articles, manuscripts, or other publications) that states or implies State of Texas or government employee endorsement of a product, service, or position that QPP represents. No release of information relating to this Project may state or imply that the GLO or the State of Texas approves of QPP's work products or considers QPP's work product to be superior to other products or services. 7.04 PUBLICATION Reports, publications, presentations, and all other materials produced by QPP with funding provided in whole or in part under this Contract shall carry on the front cover or title page of such items, appropriate acknowledgement of financial or other support by the GLO and, if applicable, all federal entities providing funds or other support for the Proj ect. VIII.MISCELLANEOUS PROVISIONS 8.01 INSURANCE Pursuant to Chapter 2259 of the Texas Government Code entitled, "Self-Insurance by Governmental Units," QPP is self-insured and, therefore, is not required to purchase insurance. 8.02 LEGAL OBLIGATIONS QPP shall procure and maintain for the duration of this Contract any license, authorization, insurance, waiver, permit, qualification, or certification required by federal, state, county, or city statute, ordinance, law, or regulation to be held by QPP to provide the goods or services required by this Contract. QPP shall pay all taxes, assessments, fees, premiums, permits, and licenses required by law. QPP shall pay any such government obligations not paid by its subcontractors during performance of this Contract. 8.03 INDEMNITY As required under the Constitution and laws of the State of Texas, each Party understands that it is solely liable for any liability resulting from its acts or omissions. No act or omission of a Party shall be imputed to the other Parry. Neither Party shall indemnify or defend the other Party. 8.04 TAXES,WORKERS'COMPENSATION,UNEMPLOYMENT INSURANCE QPP shall be solely liable and responsible for payment of QPP's and QPP's employees' taxes of whatever kind, arising out of the execution or performance of the Contract. QPP shall comply with all state and federal laws applicable to any such persons, including laws regarding wages, taxes, insurance, and workers' compensation. The GLO and the State of Texas, by entering into this Contract, shall not be liable to QPP or its officers, agents, employees, representatives, contractors, assignees, designees, or others for the payment of taxes, or the provision of unemployment insurance, workers' compensation, or any benefit available to a state employee or employee of another governmental entity. GLO Contract No.24-058-007-E407 Page 8 of 11 DocuSign Envelope ID: BB2D581A-630A-4B2A-9D41-460FC9ED4834 8.05 INFRINGEMENT If QPP becomes aware of an actual or potential claim of infringement of any United States patent, copyright, trade or service mark, or any other intellectual or intangible property right that occurs in the execution or performance of the Contract, or the GLO provides QPP with notice of such claim, QPP may (or in the case of an injunction against the GLO, shall), at QPP's sole expense either: (i) procure for the GLO the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with a functionally equivalent or superior product or service so that the GLO's use is non-infringing. 8.06 RELATIONSHIP OF THE PARTIES QPP is associated with the GLO only for the purposes and to the extent specified in this Contract. QPP is and shall be an independent contractor and, subject only to the terms of this Contract, shall have the sole right to supervise, manage, operate, control, and direct performance of the details incident to its duties under this Contract. Nothing contained in this Contract creates a partnership or joint venture, employer-employee or principal-agent relationships, or any liability whatsoever with respect to the indebtedness, liabilities, or obligations of QPP or any other party. QPP shall be solely responsible for, and the GLO shall have no obligation with respect to: withholding of income taxes, FICA, or any other taxes or fees; industrial or workers' compensation insurance coverage; participation in any group insurance plans available to employees of the State of Texas; participation or contributions by the State to the State Employees Retirement System; accumulation of vacation leave or sick leave; or unemployment compensation coverage provided by the State. 8.07 COMPLIANCE WITH OTHER LAWS In its performance of this Contract, QPP shall comply with all applicable federal, state, county, and city laws, statutes, ordinances, and regulations. QPP is deemed to know of and understand all applicable laws, statutes, ordinances, and regulations. 8.08 NOTICES Any notices required under this Contract shall be deemed delivered when deposited either in the United States mail (postage paid, certified, return receipt requested) or with a common carrier(overnight, signature required)to the appropriate address below: GLO Texas General Land Office 1700 N. Congress Avenue, 7th Floor Austin, Texas 78701 Attention: Contract Management Division PP City of Corpus Christi 1201 Leopard Corpus Christi, TX 78401 Attention: Assistant City Manager Notice given in any other manner shall be deemed effective only upon receipt by the Party to be notified.Either Party may change its address for notice by written notice to the other Party as herein provided. GLO Contract No.24-058-007-E407 Page 9 of 11 DocuSign Envelope ID: BB2D581A-630A-4B2A-9D41-460FC9ED4834 8.09 GOVERNING LAW AND VENUE This Contract and the rights and obligations of the Parties hereto shall be governed by, and construed according to, the laws of the State of Texas, exclusive of conflicts of law provisions. Venue of any suit brought under this Contract shall be in a court of competent jurisdiction in Travis County, Texas. QPP irrevocably waives any objection, including any objection to personal jurisdiction, the laying of venue, or based on forum non conveniens, it has or may have to the bringing of any action or proceeding in such jurisdiction in respect of this Contract or any related document. NOTHING IN THIS CONTRACT SHALL BE CONSTRUED AS A WAIVER OF SOVEREIGN IMMUNITY BY THE GLO OR THE STATE OF TEXAS. 8.10 DISPUTE RESOLUTION Except as otherwise provided by statute, rule, or regulation, QPP shall use the dispute resolution process established in Chapter 2260 of the Texas Government Code and related rules to attempt to resolve any dispute under this Contract, including a claim for breach of contract by the GLO, that the Parties cannot resolve in the ordinary course of business. Neither the occurrence of an event giving rise to a breach of contract claim nor the pendency of such a claim constitute grounds for QPP to suspend performance of this Contract. Notwithstanding this provision, the GLO reserves all legal and equitable rights and remedies available to it. NOTHING IN THIS SECTION SHALL BE CONSTRUED AS A WAIVER OF SOVEREIGN IMMUNITY BY THE GLO. 8.11 ENTIRE CONTRACT AND AMENDMENT This Contract, its Attachment(s), and any purchase order(s) issued in conjunction with this Contract constitute the entire agreement of the Parties and are intended as a complete and exclusive statement of the promises, representations, negotiations, discussions, and other agreements that may have been made in connection with the subject matter hereof. Any additional or conflicting terms in such Attachment(s) and/or purchase order(s) shall be harmonized with this Contract to the extent possible. Unless such Attachment or purchase order specifically displays a mutual intent to amend a particular part of this Contract, general conflicts in language shall be construed consistently with the terms of this Contract. This Contract and its Attachments may only be amended by a mutual, written agreement executed by authorized representatives of the Parties. 8.12 PROPER AUTHORITY Each Parry hereto represents and warrants that: (1) it has authority to perform its obligations under this Contract in accordance with Chapter 33, Texas Natural Resources Code, and (2) the person executing this Contract on its behalf has full power and authority to enter into this Contract on behalf of the Parry they represent and bind such Party to the terms and condition herein. 8.13 COUNTERPARTS This Contract may be executed in any number of counterparts, each of which shall be an original, and all such counterparts shall together constitute but one and the same Contract. If the Contract is not executed by QPP within thirty (30) days of receipt, this Contract may be declared null and void, in the sole discretion of the GLO. GLO Contract No.24-058-007-E407 Page 10 of 11 DocuSign Envelope ID: BB2D581A-630A-4B2A-9D41-460FC9ED4834 8.14 SEVERABILITY If a court of competent jurisdiction determines any provision of this Contract is invalid, void, or unenforceable, the remaining terms, provisions, covenants, and conditions of this Contract shall remain in full force and effect, and shall in no way be affected, impaired, or invalidated. 8.15 FORCE MAJEURE Except with respect to the obligation of payments under this Contract, if either Party, after a good faith effort, is prevented from complying with any express or implied covenant of this Contract by reason of war; terrorism; rebellion; riots; strikes; acts of God; any valid order, rule, or regulation of governmental authority; or similar events that are beyond the control of the affected Party (collectively referred to as a "Force Majeure"), then, while so prevented, the affected Parry's obligation to comply with such covenant shall be suspended, and the affected Party shall not be liable for damages for failure to comply with such covenant. In any such event, the Party claiming Force Majeure shall promptly notify the other Party of the Force Majeure event in writing and, if possible, such notice shall set forth the extent and duration thereof. The Party claiming Force Majeure shall exercise due diligence to prevent, eliminate, or overcome such Force Majeure event where it is possible to do so and shall resume performance at the earliest possible date. However, if non- performance continues for more than thirty (30) days, the GLO may, at its sole discretion, terminate this Contract immediately upon written notification to QPP. 8.16 SURVIVAL OF TERMS AND PROVISIONS The terms and conditions of this Contract related to the following subjects shall survive the termination of this Contract: definitions; interpretation; warranties; affirmations; prohibition on debts created on behalf of the State of Texas and/or the GLO; limitation of any QPP claim for damages to the amount of funds appropriated for payment but not yet paid to QPP; ownership; intellectual property; third-party reliance; books and records; inspection and audit; records retention period; confidentiality; public records; insurance; taxes; workers' compensation; unemployment insurance; QPP's obligation to procure and maintain, at its sole expense, all government licenses, authorizations, insurance, waivers, permits, and/or qualifications necessary for QPP or any subcontractors to provide the goods or services described in this Contract; indemnity; assignment and subcontracting; relationship of the Parties; compliance with laws; notices; governing law and venue; severability; dispute resolution; merger and integration; invoice and fee verification; property rights; default; and amendment. SIGNATURE PAGE FOLLOWS GLO Contract No.24-058-007-E407 Page 11 of 11 DocuSign Envelope ID: BB2D581A-630A-4B2A-9D41-460FC9ED4834 SIGNATURE PAGE FOR GLO CONTRACT NO.24-058-007-E407 GENERAL LAND OFFICE CITY OF CORPUS CHRISTI Mark A. Havens,Chief Clerk By: Title: Date of execution: Date of execution: OGC .�C, . PNI crDS � _ DS DIV D. DIR —Vjn DI DD _ _ SDD _ DS DGC os GC LDS )� _ DS DLC Y; Attachments to this Contract: Attachment A: Work Plan, Budget, and Map(s) Attachment B: General Affirmations Attachments Follow DocuSign Envelope ID: BB2D581A-630A-4B2A-9D41-460FC9ED4834 Attachment A GLO Contract No.24-058-007-E407 Page 1 of 3 WORK PLAN,BUDGET,AND MAP(S) Corpus Christi Bay Bluff Shoreline Protection Data Collection and Alternatives Analysis CEPRA Project No. 1757 WORK PLAN 1. To address stabilizing the eroding shorelines and elevated bluffs at three public parks along Corpus Christi Bay, as the project lead,the GLO shall: a) Expend from the CEPRA account as described in the budget below. b) Confer with City of Corpus Christi representatives (the Qualified Project Partner or "QPP") on the location and extent of the project area, scope of work, and goals of the proj ect. c) Consult and include QPP in any project meetings or decision-making processes. d) Manage the project and contract with a Professional Services Provider (PSP) to: a. Collect data. b. Review alternatives for stabilizing the eroding shorelines and elevated bluffs at three public parks along southern Corpus Christi Bay. e) Procure PSP services as needed for the project. f) Serve as the point of contact for communication with the PSP and any other contracted entities under the terms of GLO's respective contracts with those vendors. However, this does not restrict or preclude communications of a general nature between the GLO and QPP during the project. g) Serve as the source for all media advisories,inquiries, and press releases regarding the proj ect. h) Provide financial point of contact. i) Comply with all federal, state, and local regulations, where applicable. 2. To address stabilizing the eroding shorelines and elevated bluffs at three public parks along Corpus Christi Bay,the Qualified Project Partner(QPP) shall: a) Provide financial point of contact and upon request provide the QPP match to the GLO as described in the budget below. b) Confer with the GLO on the location and extent of the project area, scope of work, and goals of the project. c) Provide oversight and review of any requests for coordination with the GLO regarding the project. d) Attend project related meetings and site visits as necessary. e) Coordinate with GLO on any media advisories, inquiries, and press releases regarding the project. f) Provide property access agreements for all work required by the scope of the project, if needed. g) Maintain all permits and coastal lease instruments necessary or required to authorize the work within the project. h) Document local support as needed. i) Comply with all federal, state and local regulations,where applicable. DocuSign Envelope ID: BB2D581A-630A-4B2A-9D41-460FC9ED4834 Attachment A GLO Contract No.24-058-007-E407 Page 2 of 3 BUDGET Corpus Christi Bay Bluff Shoreline Protection CEPRA Project No. 1757 PROJECT COSTS CONTRACTUAL AMOUNT Data collection and alternatives analysis for design of shoreline stabilization measur $2,095,000.00 TOTAL PROJECT COST NOT TO EXCEED $2,095,000.00 COST SHARING SUMMARY AMOUNT PERCENT GLO funds contracted to QPP $0.00 0% GLO funds(CEPRA 13)contracted to service provider $1,275,000.00 60% QPP match funds $820,000.00 40% TOTAL PROJECT CONTRIBUTIONS $2,095,000.00 100% DocuSign Envelope ID: BB2D581A-630A-4B2A-9D41-460FC9ED4834 Attachment A GLO Contract No.24-058-007-E407 Page 3 of 3 MAP Corpus Christi Bay Bluff Shoreline Protection CEPRA Project No. 1757 F 6 ' T Y r Rop�ssa ark South Cote Park (aka oleander Point} P DocuSign Envelope ID: BB2D581A-630A-4B2A-9D41-460FC9ED4834 Attachment B GLO Contract No.24-058-007-E407 Page 1 of 10 GENERAL AFFIRMATIONS TO THE EXTENT APPLICABLE, Qualified Project Partner affirms and agrees to the following, without exception: 1. Qualified Project Partner represents and warrants that, in accordance with Section 2155.005 of the Texas Government Code, neither Qualified Project Partner nor the firm, corporation, partnership, or institution represented by Qualified Project Partner, or anyone acting for such a firm, corporation, partnership, or institution has (1) violated any provision of the Texas Free Enterprise and Antitrust Act of 1983, Chapter 15 of the Texas Business and Commerce Code, or the federal antitrust laws, or (2) communicated directly or indirectly the contents of this Contract or any solicitation response upon which this Contract is based to any competitor or any other person engaged in the same line of business as Qualified Project Partner.* 2. Qualified Project Partner shall not assign its rights under the Contract or delegate the performance of its duties under the Contract without prior written approval from the GLO. Any attempted assignment or delegation in violation of this provision is void and without effect. This provision does not apply to subcontracting. 3. If the Contract is for services, Qualified Project Partner shall comply with Section 2155.4441 of the Texas Government Code, requiring the purchase of products and materials produced in the State of Texas in performing service contracts, but for contracts subject to 2 CFR 200, only to the extent such compliance is consistent with 2 CFR 200.319. 4. Under Section 231.006 of the Family Code, the vendor or applicant [Qualified Project Partner] certifies that the individual or business entity named in this Contract, bid or application is not ineligible to receive the specified grant, loan, or payment and acknowledges that this Contract may be terminated and payment may be withheld if this certification is inaccurate, in addition to other remedies set out in Section 231.006(f) of the Family Code.* 5. A bid or an application for a contract, grant, or loan paid from state funds must include the name and social security number of the individual or sole proprietor and each partner, shareholder, or owner with an ownership interest of at least 25 percent of the business entity submitting the bid or application. Qualified Project Partner certifies it has submitted this information to the GLO.* 6. If the Contract is for a "cloud computing service" as defined by Texas Government Code Section 2157.007, then pursuant to Section 2054.0593(d)-(f) of the Texas Government Code, relating to cloud computing state risk and authorization management program, Qualified Project Partner represents and warrants that it complies with the requirements of the state risk and authorization management program and Qualified Project Partner agrees that throughout the term of the Contract it shall maintain its certifications and comply with the program requirements in the performance of the Contract. 7. If the Contract is for the purchase or lease of computer equipment, as defined by Texas Health and Safety Code Section 361.952(2), Qualified Project Partner certifies that it is in compliance with Subchapter Y, Chapter 361 of the Texas Health and Safety Code, related to the Computer Equipment Recycling Program and the Texas Commission on Environmental Quality rules in Title 30 Texas Administrative Code Chapter 328. *This section does not apply to a contract with a"governmental entity"as defined in Texas Government Code Chapter 2251. 01092024AD:MB DocuSign Envelope ID: BB2D581A-630A-4B2A-9D41-460FC9ED4834 Attachment B GLO Contract No.24-058-007-E407 Page 2 of 10 8. If the Contract authorizes Qualified Project Partner to access, transmit, use, or store data for the GLO, then in accordance with Section 2054.138 of the Texas Government Code, Qualified Project Partner certifies that it will comply with the security controls required under this Contract and will maintain records and make them available to the GLO as evidence of Qualified Project Partner's compliance with the required controls. 9. Qualified Project Partner represents and warrants that it has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with the Contract. 10. Qualified Project Partner agrees that any payments due under the Contract shall be applied towards any debt or delinquency that is owed by Qualified Project Partner to the State of Texas. 11. Upon request of the GLO, Qualified Project Partner shall provide copies of its most recent business continuity and disaster recovery plans. 12. If the Contract is for consulting services governed by Texas Government Code Chapter 2254, Subchapter B, in accordance with Section 2254.033 of the Texas Government Code, relating to consulting services, Qualified Project Partner certifies that it does not employ an individual who has been employed by the GLO or another agency at any time during the two years preceding the Qualified Project Partner's submission of its offer to provide consulting services to the GLO or, in the alternative Qualified Project Partner, in its offer to provide consulting services to the GLO, disclosed the following: (i) the nature of the previous employment with the GLO or other state agency; (ii) the date the employment was terminated; and (iii) the annual rate of compensation for the employment at the time of its termination.* 13. If the Contract is not for architecture, engineering, or construction services, then except as otherwise provided by statute, rule, or regulation, Qualified Project Partner must use the dispute resolution process provided for in Chapter 2260 of the Texas Government Code to attempt to resolve any dispute arising under the Contract. NOTHING IN THIS SECTION SHALL BE CONSTRUED AS A WAIVER OF SOVEREIGN IMMUNITY BY THE GLO OR, IF APPLICABLE, OF GOVERNMENTAL IMMUNITY BY QUALIFIED PROJECT PARTNER. 14. If the Contract is for architecture, engineering, or construction services, then subject to Texas Government Code Section 2260.002 and Texas Civil Practice and Remedies Code Chapter 114, and except as otherwise provided by statute, rule, or regulation, Qualified Project Partner shall use the dispute resolution process provided for in Chapter 2260 of the Texas Government Code to attempt to resolve all disputes arising under this Contract. Except as otherwise provided by statute, rule, or regulation, in accordance with the Texas Civil Practice and Remedies Code, Section 114.005, claims encompassed by Texas Government Code, Section 2260.002(3) and Texas Civil Practice and Remedies Code Section 114.002 shall be governed by the dispute resolution process set forth below in subsections (a)-(d). NOTHING IN THIS SECTION SHALL BE CONSTRUED AS A WAIVER OF SOVEREIGN IMMUNITY BY THE GLO OR, IF APPLICABLE, OF GOVERNMENTAL IMMUNITY BY QUALIFIED PROJECT PARTNER. *This section does not apply to a contract with a"governmental entity"as defined in Texas Government Code Chapter 2251. 01092024AD:MB DocuSign Envelope ID: BB2D581A-630A-4B2A-9D41-460FC9ED4834 Attachment B GLO Contract No.24-058-007-E407 Page 3 of 10 a. Notwithstanding Texas Government Code, Chapter 2260.002(3) and Chapter 114.012 and any other statute or applicable law, if Qualified Project Partner's claim for breach of contract cannot be resolved by the Parties in the ordinary course of business, Qualified Project Partner may make a claim against the GLO for breach of contract and the GLO may assert a counterclaim against Qualified Project Partner as is contemplated by Texas Government Code, Chapter 2260, Subchapter B. In such event, Qualified Project Partner must provide written notice to the GLO of a claim for breach of the Contract not later than the 180th day after the date of the event giving rise to the claim. The notice must state with particularity: (1) the nature of the alleged breach; (2) the amount Qualified Project Partner seeks as damages; and(3)the legal theory of recovery. b. The chief administrative officer, or if designated in the Contract, another officer of the GLO, shall examine the claim and any counterclaim and negotiate with Qualified Project Partner in an effort to resolve them. The negotiation must begin no later than the 120th day after the date the claim is received, as is contemplated by Texas Government Code, Chapter 2260, Section 2260.052. c. If the negotiation under paragraph (b) above results in the resolution of some disputed issues by agreement or in a settlement, the Parties shall reduce the agreement or settlement to writing and each Party shall sign the agreement or settlement. A partial settlement or resolution of a claim does not waive a Party's rights under this Contract as to the parts of the claim that are not resolved. d. If a claim is not entirely resolved under paragraph (b) above, on or before the 270th day after the date the claim is filed with the GLO, unless the Parties agree in writing to an extension of time, the Parties may agree to mediate a claim made under this dispute resolution procedure. This dispute resolution procedure is Qualified Project Partner's sole and exclusive process for seeking a remedy for an alleged breach of contract by the GLO if the Parties are unable to resolve their disputes as described in this section. e. Nothing in the Contract shall be construed as a waiver of the state's or the GLO's sovereign immunity, or, if applicable, the governmental immunity of Qualified Project Partner. This Contract shall not constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to the State of Texas or Qualified Project Partner. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to the State of Texas or, if applicable, of Qualified Project Partner under this Contract or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies or immunities or be considered as a basis for estoppel. The GLO does not waive any privileges, rights, defenses, or immunities available to it by entering into this Contract or by its conduct, or by the conduct of any representative of the GLO, prior to or subsequent to entering into this Contract. Qualified Project Partner does not waive any privileges, rights, defenses, or immunities available to it by entering into this Contract or by its conduct, or by the conduct of any representative of the GLO, prior to or subsequent to entering into this Contract. f. Except as otherwise provided by statute, rule, or regulation, compliance with the dispute resolution process provided for in Texas Government Code, Chapter 2260, subchapter B and incorporated by reference in subsection (a)-(d) above is a condition precedent to the *This section does not apply to a contract with a"governmental entity"as defined in Texas Government Code Chapter 2251. 01092024AD:MB DocuSign Envelope ID: BB2D581A-630A-4B2A-9D41-460FC9ED4834 Attachment B GLO Contract No.24-058-007-E407 Page 4 of 10 Qualified Project Partner: (1) filing suit pursuant to Chapter 114 of the Civil Practices and Remedies Code; or (2) initiating a contested case hearing pursuant to Subchapter C of Chapter 2260 of the Texas Government Code. 15. If Chapter 2271 of the Texas Government Code applies to this Contract, Qualified Project Partner verifies that it does not boycott Israel and will not boycott Israel during the term of the Contract.* 16. This Contract is contingent upon the continued availability of lawful appropriations by the Texas Legislature. Qualified Project Partner understands that all obligations of the GLO under this Contract are subject to the availability of funds. If such funds are not appropriated or become unavailable, the GLO may terminate the Contract. The Contract shall not be construed as creating a debt on behalf of the GLO in violation of Article III, Section 49a of the Texas Constitution. 17. Qualified Project Partner certifies that it is not listed in the prohibited vendors list authorized by Executive Order 13224, "Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism", published by the United States Department of the Treasury, Office of Foreign Assets Control. 18. In accordance with Section 669.003 of the Texas Government Code, relating to contracting with the executive head of a state agency, Qualified Project Partner certifies that it is not (1) the executive head of the GLO, (2) a person who at any time during the four years before the effective date of the Contract was the executive head of the GLO, or (3) a person who employs a current or former executive head of the GLO. 19. Qualified Project Partner represents and warrants that all statements and information prepared and submitted in connection with this Contract are current, complete, true, and accurate. Submitting a false statement or making a material misrepresentation during the performance of this Contract is a material breach of contract and may void the Contract or be grounds for its termination. 20. Pursuant to Section 2155.004(a) of the Texas Government Code, Qualified Project Partner certifies that neither Qualified Project Partner nor any person or entity represented by Qualified Project Partner has received compensation from the GLO to participate in the preparation of the specifications or solicitation on which this Contract is based. Under Section 2155.004(b) of the Texas Government Code, Qualified Project Partner certifies that the individual or business entity named in this Contract is not ineligible to receive the specified Contract and acknowledges that the Contract may be terminated and payment withheld if this certification is inaccurate. This Section does not prohibit Qualified Project Partner from providing free technical assistance.* 21. Qualified Project Partner represents and warrants that it is not engaged in business with Iran, Sudan, or a foreign terrorist organization, as prohibited by Section 2252.152 of the Texas Government Code.* 22. In accordance with Section 2252.901 of the Texas Government Code, for the categories of contracts listed in that section, Qualified Project Partner represents and warrants that none of its employees including, but not limited to, those authorized to provide services under the contract, were employees of the GLO during the twelve (12) month period immediately prior to the date of execution of the contract. Solely for professional services contracts as *This section does not apply to a contract with a"governmental entity"as defined in Texas Government Code Chapter 2251. 01092024AD:MB DocuSign Envelope ID: BB2D581A-630A-4B2A-9D41-460FC9ED4834 Attachment B GLO Contract No.24-058-007-E407 Page 5 of 10 described by Chapter 2254 of the Texas Government Code, Qualified Project Partner further represents and warrants that if a former employee of the GLO was employed by Qualified Project Partner within one year of the employee's leaving the GLO, then such employee will not perform services on projects with Qualified Project Partner that the employee worked on while employed by the GLO.* 23. The Contract shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflicts of law provisions. The venue of any suit arising under the Contract is fixed in any court of competent jurisdiction of Travis County, Texas, unless the specific venue is otherwise identified in a statute which directly names or otherwise identifies its applicability to any Party. 24. IF THE CONTRACT IS NOT FOR ARCHITECTURE OR ENGINEERING SERVICES GOVERNED BY TEXAS GOVERNMENT CODE CHAPTER 2254, QUALIFIED PROJECT PARTNER, TO THE EXTENT ALLOWED BY LAW, SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND THE GLO, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES ARISING OUT OF, OR RESULTING FROM ANY ACTS OR OMISSIONS OF QUALIFIED PROJECT PARTNER OR ITS AGENTS, EMPLOYEES, SUBCONTRACTORS, ORDER FULFILLERS, OR SUPPLIERS OF SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OF THE CONTRACT AND ANY PURCHASE ORDERS ISSUED UNDER THE CONTRACT. THE DEFENSE SHALL BE COORDINATED BY QUALIFIED PROJECT PARTNER WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND QUALIFIED PROJECT PARTNER MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE TEXAS ATTORNEY GENERAL. QUALIFIED PROJECT PARTNER AND THE GLO SHALL FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM.* 25. IF THE CONTRACT IS FOR ARCHITECTURE OR ENGINEERING SERVICES GOVERNED BY TEXAS GOVERNMENT CODE CHAPTER 2254, QUALIFIED PROJECT PARTNER, TO THE EXTENT ALLOWED BY LAW, SHALL INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND THE GLO, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED DAMAGES, COSTS, ATTORNEY FEES, AND EXPENSES TO THE EXTENT CAUSED BY, ARISING OUT OF, OR RESULTING FROM ANY ACTS OF NEGLIGENCE, INTENTIONAL TORTS, WILLFUL MISCONDUCT, PERSONAL INJURY OR DAMAGE TO PROPERTY, AND/OR OTHERWISE RELATED TO QUALIFIED PROJECT PARTNER'S PERFORMANCE, AND/OR FAILURES TO PAY A SUBCONTRACTOR OR SUPPLIER BY THE QUALIFIED PROJECT PARTNER OR ITS AGENTS, EMPLOYEES, SUBCONTRACTORS, ORDER FULFILLERS, CONSULTANTS UNDER CONTRACT TO QUALIFIED PROJECT PARTNER, OR ANY OTHER ENTITY OVER WHICH QUALIFIED PROJECT PARTNER EXERCISES CONTROL, OR SUPPLIERS OF *This section does not apply to a contract with a"governmental entity"as defined in Texas Government Code Chapter 2251. 01092024AD:MB DocuSign Envelope ID: BB2D581A-630A-4B2A-9D41-460FC9ED4834 Attachment B GLO Contract No.24-058-007-E407 Page 6 of 10 SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OF THE CONTRACT. THE DEFENSE SHALL BE COORDINATED BY QUALIFIED PROJECT PARTNER WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND QUALIFIED PROJECT PARTNER MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE TEXAS ATTORNEY GENERAL. QUALIFIED PROJECT PARTNER AND THE GLO SHALL FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM.* 26. TO THE EXTENT ALLOWED BY LAW, QUALIFIED PROJECT PARTNER SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE GLO AND THE STATE OF TEXAS FROM AND AGAINST ANY AND ALL CLAIMS, VIOLATIONS, MISAPPROPRIATIONS OR INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHTS AND/OR OTHER INTANGIBLE PROPERTY, PUBLICITY OR PRIVACY RIGHTS, AND/OR IN CONNECTION WITH OR ARISING FROM: (1) THE PERFORMANCE OR ACTIONS OF QUALIFIED PROJECT PARTNER PURSUANT TO THIS CONTRACT; (2) ANY DELIVERABLE, WORK PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER; AND/OR (3) THE GLO'S AND/OR QUALIFIED PROJECT PARTNER'S USE OF OR ACQUISITION OF ANY REQUESTED SERVICES OR OTHER ITEMS PROVIDED TO THE GLO BY QUALIFIED PROJECT PARTNER OR OTHERWISE TO WHICH THE GLO HAS ACCESS AS A RESULT OF QUALIFIED PROJECT PARTNER'S PERFORMANCE UNDER THE CONTRACT_ QUALIFIED PROJECT PARTNER AND THE GLO SHALL FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. QUALIFIED PROJECT PARTNER SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY QUALIFIED PROJECT PARTNER WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL (OAG) WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND QUALIFIED PROJECT PARTNER MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM OAG. IN ADDITION, QUALIFIED PROJECT PARTNER WILL REIMBURSE THE GLO AND THE STATE OF TEXAS FOR ANY CLAIMS, DAMAGES, COSTS, EXPENSES OR OTHER AMOUNTS, INCLUDING, BUT NOT LIMITED TO, ATTORNEYS' FEES AND COURT COSTS, ARISING FROM ANY SUCH CLAIM. IF THE GLO DETERMINES THAT A CONFLICT EXISTS BETWEEN ITS INTERESTS AND THOSE OF QUALIFIED PROJECT PARTNER OR IF THE GLO IS REQUIRED BY APPLICABLE LAW TO SELECT SEPARATE COUNSEL, THE GLO WILL BE PERMITTED TO SELECT SEPARATE COUNSEL AND QUALIFIED PROJECT PARTNER WILL PAY ALL REASONABLE COSTS OF THE GLO'S COUNSEL.* 27. Qualified Project Partner has disclosed in writing to the GLO all existing or known potential conflicts of interest relative to the performance of the Contract. 28. Sections 2155.006 and 2261.053 of the Texas Government Code prohibit state agencies from accepting a solicitation response or awarding a contract that includes proposed financial participation by a person who, in the past five years,has been convicted of violating a federal *This section does not apply to a contract with a"governmental entity"as defined in Texas Government Code Chapter 2251. 01092024AD:MB DocuSign Envelope ID: BB2D581A-630A-4B2A-9D41-460FC9ED4834 Attachment B GLO Contract No.24-058-007-E407 Page 7 of 10 law or assessed a penalty in connection with a contract involving relief for Hurricane Rita, Hurricane Katrina, or any other disaster, as defined by Section 418.004 of the Texas Government Code, occurring after September 24, 2005. Under Sections 2155.006 and 2261.053 of the Texas Government Code, Qualified Project Partner certifies that the individual or business entity named in this Contract is not ineligible to receive the specified Contract and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate.* 29. The person executing this Contract certifies that he/she is duly authorized to execute this Contract on his/her own behalf or on behalf of Qualified Project Partner and legally empowered to contractually bind Qualified Project Partner to the terms and conditions of the Contract and related documents. 30. If the Contract is for architectural or engineering services, pursuant to Section 2254.0031 of the Texas Government Code, which incorporates by reference Section 271.904(d) of the Texas Local Government Code, Qualified Project Partner shall perform services (1) with professional skill and care ordinarily provided by competent engineers or architects practicing under the same or similar circumstances and professional license, and (2) as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer or architect.* 31. The state auditor may conduct an audit or investigation of any entity receiving funds from the state directly under the Contract or indirectly through a subcontract under the Contract. The acceptance of funds directly under the Contract or indirectly through a subcontract under the Contract acts as acceptance of the authority of the state auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. Under the direction of the legislative audit committee, an entity that is the subject of an audit or investigation by the state auditor must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit. Qualified Project Partner shall ensure that this paragraph concerning the authority to audit funds received indirectly by subcontractors through the Contract and the requirement to cooperate is included in any subcontract it awards. The GLO may unilaterally amend the Contract to comply with any rules and procedures of the state auditor in the implementation and enforcement of Section 2262.154 of the Texas Government Code. 32. Qualified Project Partner certifies that neither it nor its principals are debarred, suspended, proposed for debarment, declared ineligible, or otherwise excluded from participation in the Contract by any state or federal agency. 33. If the Contract is for the purchase or lease of covered television equipment, as defined by Section 361.971(3) of the Texas Health and Safety Code, Qualified Project Partner certifies its compliance with Subchapter Z, Chapter 361 of the Texas Health and Safety Code, related to the Television Equipment Recycling Program. 34. Pursuant to Section 572.069 of the Texas Government Code, Qualified Project Partner certifies it has not employed and will not employ a former state officer or employee who participated in a procurement or contract negotiations for the GLO involving Qualified Project Partner within two (2) years after the date that the contract is signed or the procurement is terminated or withdrawn. This certification only applies to former state *This section does not apply to a contract with a"governmental entity"as defined in Texas Government Code Chapter 2251. 01092024AD:MB DocuSign Envelope ID: BB2D581A-630A-4B2A-9D41-460FC9ED4834 Attachment B GLO Contract No.24-058-007-E407 Page 8 of 10 officers or employees whose state service or employment ceased on or after September 1, 2015. 35. The GLO shall post this Contract to the GLO's website. Qualified Project Partner understands that the GLO will comply with the Texas Public Information Act (Texas Government Code Chapter 552, the "PIA"), as interpreted by judicial rulings and opinions of the Attorney General of the State of Texas (the "Attorney General"). Information, documentation, and other material in connection with this Contract may be subject to public disclosure pursuant to the PIA. In accordance with Section 2252.907 of the Texas Government Code, Qualified Project Partner is required to make any information created or exchanged with the GLO or the State of Texas pursuant to the Contract, and not otherwise excepted from disclosure under the PIA, available to the GLO in portable document file (".pdf') format or any other format agreed upon between the Parties that is accessible by the public at no additional charge to the GLO or the State of Texas. By failing to mark any information that Qualified Project Partner believes to be excepted from disclosure as "confidential" or a"trade secret," Qualified Project Partner waives any and all claims it may make against the GLO for releasing such information without prior notice to Qualified Project Partner. The Attorney General will ultimately determine whether any information may be withheld from release under the PIA. Qualified Project Partner shall notify the GLO's Office of General Counsel within twenty-four (24) hours of receipt of any third-party written requests for information and forward a copy of said written requests to PIALegalgglo.texas.gov. If a request for information was not written, Qualified Project Partner shall forward the third party's contact information to the above-designated e-mail address. 36. The GLO does not tolerate any type of fraud. GLO policy promotes consistent, legal, and ethical organizational behavior by assigning responsibilities and providing guidelines to enforce controls. Any violations of law, agency policies, or standards of ethical conduct will be investigated, and appropriate actions will be taken. Qualified Project Partner must report any possible fraud, waste, or abuse that occurs in connection with the Contract to the GLO in the manner prescribed by the GLO's website, http://glo.texas.gov. 37. If Qualified Project Partner, in its performance of the Contract,has access to a state computer system or database, Qualified Project Partner must complete a cybersecurity training program certified under Texas Government Code Section 2054.519, as selected by the GLO. Qualified Project Partner must complete the cybersecurity training program during the initial term of the Contract and during any renewal period. Qualified Project Partner must verify in writing to the GLO its completion of the cybersecurity training program. 38. Under Section 2155.0061, Texas Government Code, Qualified Project Partner certifies that the entity named in this Contract is not ineligible to receive the specified Contract and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate.` 39. Qualified Project Partner certifies that it does not require its customers to provide any documentation certifying the customer's COVID-19 vaccination or post-transmission recovery on entry to, to gain access to, or to receive service from Qualified Project Partner's business. Qualified Project Partner acknowledges that such a vaccine or recovery requirement would make Qualified Project Partner ineligible for a state-funded contract. *This section does not apply to a contract with a"governmental entity"as defined in Texas Government Code Chapter 2251. 01092024AD:MB DocuSign Envelope ID: BB2D581A-630A-4B2A-9D41-460FC9ED4834 Attachment B GLO Contract No.24-058-007-E407 Page 9 of 10 40. Pursuant to Government Code Section 2275.0102, Qualified Project Partner certifies that neither it nor its parent company, nor any affiliate of Qualified Project Partner or its parent company, is: (1) majority owned or controlled by citizens or governmental entities of China, Iran, North Korea, Russia, or any other country designated by the Governor under Government Code Section 2275.0103, or(2)headquartered in any of those countries.* 41. If Qualified Project Partner is required to make a verification pursuant to Section 2276.002 of the Texas Government Code, Qualified Project Partner verifies that Qualified Project Partner does not boycott energy companies and will not boycott energy companies during the term of the Contract. If Qualified Project Partner does not make that verification, Qualified Project Partner must notify the GLO and state why the verification is not required.* 42. If Qualified Project Partner is required to make a verification pursuant to Section 2274.002 of the Texas Government Code, Qualified Project Partner verifies that it (1) does not have a practice, policy, guidance, or directive that discriminates against a "firearm entity" or "firearm trade association" as those terms are defined in Texas Government Code section 2274.001 and (2) will not discriminate during the term of the Contract against a firearm entity or firearm trade association. If Qualified Project Partner does not make that verification, Qualified Project Partner must notify the GLO and state why the verification is not required.* 43. If Qualified Project Partner is a "professional sports team" as defined by Texas Occupations Code Section 2004.002, Qualified Project Partner will play the United States national anthem at the beginning of each team sporting event held at Qualified Project Partner's home venue or other venue controlled by Qualified Project Partner for the event. Failure to comply with this obligation constitutes a default of this Contract, and immediately subjects Qualified Project Partner to the penalties for default, such as repayment of money received or ineligibility for additional money. In addition, Qualified Project Partner may be debarred from contracting with the State. The GLO or the Attorney General may strictly enforce this provision.* 44. To the extent Section 552.371 of the Texas Government Code applies to Qualified Project Partner and the Contract, in accordance with Section 552.372 of the Texas Government Code, Qualified Project Partner must (a) preserve all contracting information related to the Contract in accordance with the records retention requirements applicable to the GLO for the duration of the Contract, (b) no later than the tenth business day after the date of the GLO's request, provide to the GLO any contracting information related to the Contract that is in Qualified Project Partner's custody or possession, and (c) on termination or expiration of the Contract, either (i) provide to the GLO at no cost all contracting information related to the Contract that is in Qualified Project Partner's custody or possession or (ii) preserve the contracting information related to the Contract in accordance with the records retention requirements applicable to the GLO. Except as provided by Section 552.374(c) of the Texas Government Code, the requirements of Subchapter J, Chapter 552, Government Code, may apply to the Contract and Qualified Project Partner agrees that the Contract may be terminated if Qualified Project Partner knowingly or intentionally fails to comply with a requirement of that subchapter.* 45. If the Contract is for consulting services governed by Chapter 2254 of the Texas Government Code, Qualified Project Partner, upon completion of the Contract, must give the GLO a *This section does not apply to a contract with a"governmental entity"as defined in Texas Government Code Chapter 2251. 01092024AD:MB DocuSign Envelope ID: BB2D581A-630A-4B2A-9D41-460FC9ED4834 Attachment B GLO Contract No.24-058-007-E407 Page 10 of 10 compilation, in a digital medium agreed to by the Parties, of all documents, films,recordings, or reports Qualified Project Partner compiled in connection with its performance under the Contract.* 46. If subject to 2 CFR 200.216, Qualified Project Partner shall not obligate or expend funding provided under this Contract to: (a) procure or obtain; (b) extend or renew a contract to procure or obtain; or (c) enter into a contract to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services, as defined in Public Law 115-232, Section 889, as a substantial or essential component of any system, or as critical technology as part of any system. 47. To the extent Texas Government Code Chapter 2252, Subchapter G applies to the Contract, any iron or steel product Qualified Project Partner uses in in its performance of the Contract that is produced through a manufacturing process, as defined in Section 2252.201(2) of the Texas Government Code, must be produced in the United States. *This section does not apply to a contract with a"governmental entity"as defined in Texas Government Code Chapter 2251. 01092024AD:MB DocuSign Certificate Of Completion Envelope Id: BB2D58lA63OA4B2A9D41460FC9ED4834 Status: Sent Subject:$0 CEPRA Contract:24-058-007-E407 City of Corpus Christi (Texas GLO) Source Envelope: Document Pages:29 Signatures:0 Envelope Originator: Certificate Pages:4 Initials: 9 Sandra Radosavljevic AutoNav: Enabled 1700 Congress Ave Envelopeld Stamping: Enabled Austin,TX 78701 Time Zone: (UTC-06:00)Central Time(US&Canada) sandra.radosavljevic@glo.texas.gov IP Address:204.65.210.176 Record Tracking Status:Original Holder: Sandra Radosavljevic Location: DocuSign 5/23/2024 10:38:04 AM sandra.radosavljevic@glo.texas.gov Signer Events Signature Timestamp Traci Cotton [LDS Sent:5/28/2024 11:08:45 AM Traci.Cotton@glo.texas.gov Viewed: 5/28/2024 1:58:08 PM Attorney Signed:5/28/2024 2:34:18 PM Texas General Land Office Security Level: Email,Account Authentication Signature Adoption: Pre-selected Style (None) Using IPAddress:204.65.210.250 Electronic Record and Signature Disclosure: Not Offered via DocuSign Rita Setser Sent:5/28/2024 2:34:22 PM rita.setser@glo.texas.gov Viewed: 5/30/2024 3:59:14 PM Security Level: Email,Account Authentication Signed:5/30/2024 4:48:23 PM (None) Signature Adoption: Pre-selected Style Using IPAddress: 136.49.115.159 Electronic Record and Signature Disclosure: Not Offered via DocuSign Kevin Frenzel [�4DS Sent:5/30/2024 4:48:26 PM kevin.frenzel@glo.texas.gov Viewed: 5/30/2024 5:17:25 PM CEPRA Program Manager Signed:5/30/2024 5:17:31 PM Texas General Land Office Security Level: Email,Account Authentication Signature Adoption: Uploaded Signature Image (None) Using IPAddress: 99.129.97.197 Electronic Record and Signature Disclosure: Not Offered via DocuSign Julie McEntire DS Sent:5/30/2024 5:17:36 PM Julie.McEntire@glo.texas.gov J Viewed: 5/30/2024 8:55:56 PM Director of Grant Programs Signed:5/30/2024 8:56:11 PM Texas General Land Office Security Level: Email,Account Authentication Signature Adoption: Drawn on Device (None) Using IPAddress:67.79.46.100 Electronic Record and Signature Disclosure: Not Offered via DocuSign Signer Events Signature Timestamp Angela Sunley FT Sent:5/30/2024 8:56:17 PM angela.sunley@glo.texas.gov I Viewed: 5/30/2024 9:38:12 PM Sr. Director Signed:5/30/2024 9:38:24 PM Texas General Land Office Security Level: Email,Account Authentication Signature Adoption: Drawn on Device (None) Using IP Address: 104.28.50.187 Signed using mobile Electronic Record and Signature Disclosure: Not Offered via DocuSign David Green °S Sent:5/30/2024 9:38:28 PM david.green@glo.texas.gov Viewed: 5/31/2024 6:25:49 AM Legal Services Signed:5/31/2024 6:25:59 AM Texas General Land Office Security Level: Email,Account Authentication Signature Adoption:Uploaded Signature Image (None) Using IPAddress: 172.56.91.97 Signed using mobile Electronic Record and Signature Disclosure: Not Offered via DocuSign Marc Barenblat °S Sent:5/31/2024 6:26:01 AM marc.barenblat@glo.texas.gov M Viewed: 5/31/2024 10:26:32 AM Deputy General Counsel Signed:5/31/2024 10:44:56 AM Texas General Land Office Security Level: Email,Account Authentication Signature Adoption: Pre-selected Style (None) Using IPAddress:204.65.210.248 Electronic Record and Signature Disclosure: Not Offered via DocuSign Jeff Gordon E�DS Sent:5/31/2024 10:44:59 AM jeff.gordon@glo.texas.gov Viewed: 5/31/2024 10:45:30 AM General Counsel Signed:5/31/2024 10:45:38 AM Texas General Land Office Security Level: Email,Account Authentication Signature Adoption: Pre-selected Style (None) Using IPAddress:204.65.210.61 Electronic Record and Signature Disclosure: Not Offered via DocuSign Jennifer Jones S Sent:5/31/2024 10:45:40 AM Jennifer.Jones@glo.texas.gov �� Viewed: 5/31/2024 11:12:25 AM Security Level: Email,Account Authentication Signed:5/31/2024 11:13:16 AM (None) Signature Adoption: Pre-selected Style Using IPAddress:204.65.210.210 Electronic Record and Signature Disclosure: Not Offered via DocuSign Heather Hurlbert Sent:5/31/2024 11:13:21 AM heatherh3@cctexas.com Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Mark A. Havens mark.havens@glo.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Signer Events Signature Timestamp Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp CMD Drafting Requests I E Sent:5/23/2024 11:13:32 AM draftingrequests@GLO.TEXAS.GOV Texas General Land Office Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Kelly McBride I E Sent:5/23/2024 11:13:32 AM kelly.mcbride@glo.texas.gov Director of CMD Texas General Land Office Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sandra Radosavljevic Sent:5/23/2024 11:13:33 AM Sandra.Radosavljevic@GLO.TEXAS.GOV COPIED Contract Specialist Texas General Land Office Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Linh Phan I E Sent:5/23/2024 11:13:33 AM Linh.Phan@glo.texas.gov Contract Specialist Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Lance White I E Sent:5/23/2024 11:13:33 AM lance.white@glo.texas.gov Resent:5/28/2024 11:08:44 AM Manager,Contracts Management Division Texas General Land Office Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Andrea WalmusI E Sent:5/30/2024 5:17:35 PM Andrea.WaImus@glo.texas.gov Security Level: Email,Account Authentication (None) Carbon Copy Events Status Timestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign Yolanda Moten �tw Sent:5/30/2024 5:17:35 PM Yolanda.Moten@glo.texas.gov COPSecurity Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Gloria Maynard Sent:5/30/2024 9:38:26 PM gloria.maynard@glo.texas.gov ED Texas General Land Office Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Tyler Florence Sent:5/31/2024 11:13:19 AM TylerF2@cctexas.com ED Viewed: 5/31/2024 11:18:57 AM Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign HUB HUB@glo.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Payton Ray payton.ray@glo.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 5/23/2024 11:13:33 AM Envelope Updated Security Checked 5/23/2024 11:21:32 AM Envelope Updated Security Checked 5/28/2024 11:08:44 AM Payment Events Status Timestamps CORPUS CHRISTI PARKS& RECREATION Cooperation Agreement with TGLO to Mitigate Shoreline Erosion of Parks along the Corpus Christi Bay City Council December 03, 2024 • Areas of Focus << CC]RRUE3 �. CHRISTI PARKS Rp�s A a� South Cole Park (aka oleander Point) 2 CORPUS �. CHRISTI PARKSo Park Visits October 2023 through September 2024 Cole Park 595,000 visits 276,000 visitors Ropes Park 41,600 visits 27,900 visitors Poenisch Park 19,100 visits 10,400 visitors 'S Background CORPUS CHRISTI PARKSS. • The prevailing erosion of each park has been exacerbated by high AE�AEAT,o� water/waves during the 2020 Hurricane Season. • Historical erosion has reduced the footprint of each park & reduced park safety. • These parks are high-profile areas with heavy tourist visitation & provide bayfront viewing & bay access. • The parks also function as neighborhood parks that are easily accessible by active modes of transportation (e.g., walking, bikes, scooters). • These parks are much closer to adjacent neighborhoods than Gulf beaches, making them a lower cost option for water activities. 4 Project Goals CORPUS CHRISTI =M lz • Reduce bluff erosion to preserve existing park footprint ���������� • Stabilize/enhance pocket beaches to provide safe public access • Apply hybrid living, shoreline stabilization techniques to maximize environmental benefits — Enhance/mimic natural coastal features (e.g., headlands) to reduce impact of waves/surge • Protect park acreage & infrastructure threatened by continued erosion • Increase habitat for organisms & algae. PHASE 1 �.�, CORPUS CHRISTI PARK56. RECREATION • TASK 1 - DATA COLLECTION ➢ Will be to characterize existing site conditions to support development of shoreline protection concepts & associated alternatives analysis. • TASK 2 - PRELIMINARY ALTERNATIVES ANALYSIS ➢ Will characterize existing conditions, develop potential project concepts & compare/contrast concepts in terms of cost, resiliency, regulatory constraints & aesthetics. PHASE 1 TASKS r CORPUS CHRISTI PARK56 • Surveying • Develop Shoreline Protection Concepts • Geotechnical Investigation • Compare Shoreline Protection • Topographic/Bathymetric Surveying Concepts • Property Boundary Surveying • Cost Estimates • Subsurface Utility Investigation • Graphic Renderings • Environmental/Habitat Delineations • Alternatives Analysis Report • Site Characterizations • Coastal Boundary Surveys • USACE Permitting • Cooperation Agreement p g � CORPUS CHRISTI PAFtK56. RECREATION • Tasks 1 & 2 are scheduled to be completed within 270 days from the issuance of the notice to proceed to HDR. • The term of this agreement will end on August 31, 2029. • Maximum term length was assigned to allow for unknowns like delays in contract execution or following the dissipation of other storm events that may develop. • The work order between TGLO & HDR, Inc. cannot be executed until this Agreement is approved • Reimbursement is typically conducted on a monthly basis. 8 • BUDGET ram' CORPUS CHRISTI PARK56 PROJECT COSTS CONTRACTUAL AMOUNT Phase 1 (Tasks 1 & 2) $2,095,000.00 TOTAL PROJECT COST NOT TO EXCEED $2,095,000.00 COST SHARING SUMMARY AMOUNT PERCENT GLO Funds to Partner (City) $0.00 0% GLO Funds (CEPRA) to HDR, Inc. $1,275,000.00 60% City Match Funds $820,000.00 40% TOTAL PROJECT CONTRIBUTIONS $2,095,000.00 1 100% �� Recommendation �.� CORPUS CHRISTI PAFtK56. RECREATION Staff recommends to approve the Ordinance authorizing a Coastal Erosion Planning and Response Act Project Cooperation Agreement with the Texas General Land Office and a matching grant allocation of $820,000.00 to mitigate shoreline erosion of public parks along the Corpus Christi Bay; appropriating $820,000.00 from the unreserved balance of the Type B Fund; and amending the FY 2025 Operating Budget. (6 votes required) se 0 0 U NCORPO0.1¢ AGENDA MEMORANDUM ss52 Public Hearing for the City Council Meeting of December 3, 2024 DATE: November 14, 2024 TO: Peter Zanoni, City Manager FROM: Daniel McGinn, AICP, Director of Planning and Community Development Daniel Mc(aD-cctexas.com (361) 826-7011 Public Hearing for the Bayside Area Development Plan CAPTION: Public Hearing for the adoption of a new Bayside Area Development Plan, an element of the City's Comprehensive Plan, rescinding the former Southeast Area Development Plan; and amending conflicting plans. SUMMARY: The Bayside Area Development Plan (Plan) is an element of the City's Comprehensive Plan, designed to provide guidance and direction for the future of this 16.5-square-mile planning district, located between Morgan Avenue on the north, South Padre Island Drive (SH 358) on the south, Ocean Drive/Oso Bay on the east, and the Crosstown Expressway (SH 286) on the west. This Plan contains vision themes, policy initiatives, action items, public investment initiatives, and a future land use map. It will replace the previous Southeast Area Development Plan, which was originally approved in 1995. Staff and the Planning Commission recommend the adoption of this Plan. BACKGROUND AND FINDINGS: The City of Corpus Christi engaged the Asakura Robinson planning consultant team to evaluate current conditions, future opportunities, and develop a city plan that will direct public investment, guide future development, and create positive momentum in the Bayside planning district. Public Engagement: To develop the Plan, the planning team gathered public input in the following ways: • Two public meetings • Four sessions for community office hours • Two surveys • Five focus group meetings • The creation of an advisory committee with five meetings held • The creation of a project website with project materials and a guestbook for feedback Content of the Plan: The Plan is divided into five parts and includes the following content: Introduction • Development of the Plan • Demographics • Public Engagement Process • Online Survey Summary Future Land Use Map The Future Land Use Map serves as a guide to future zoning and development decisions and provides a foundation to support the vision and recommendations of the plan. Vision Themes Three vision themes lay the foundation for the Plan and describe a collective community vision for the future of the Bayside planning district. The three vision theme topics are: • Thriving Neighborhoods • Connected Network • Healthy Places Policy Initiatives and Implementation The Plan contains five policy initiatives that serve to organize the action items around a common goal that would help the City achieve the community vision. The five policy initiatives are: 1. Enhance local business vitality and connectivity to surrounding neighborhoods. 2. Prioritize safe transportation for all. 3. Understand and address bay-related environmental issues. 4. Improve green and open spaces. 5. Introduce and support more housing options. Public Investment Initiatives The Plan contains short-, mid-, and long-term public investment initiatives which incorporate the City's Capital Improvement Program and new projects identified through this planning process. ALTERNATIVES: The planning process, in general, involves the discussion and review of ideas that address and meet the priorities of the community. The draft plan proposed for adoption represents the final selection of alternatives or ideas that were considered during the development of the plan. FISCAL IMPACT: Adoption of the plan itself does not have a financial impact. City staff and City Council would review and approve future actions with financial obligations needed to implement this plan. RECOMMENDATION: Staff and the Planning Commission recommend the adoption of this plan as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance & Draft Plan — Bayside Area Development Plan Presentation - Bayside Area Development Plan City of Corpus Christi ■ 13 S I E! B d Area Development Plan NOVEMBER 14, 2024 Aq B NOVEMBER 14, 2024 / CITY OF CORPUS CHRISTI a + t 91•'� ff I R a '.ri'• .' ACKNOWLEDGEMENTS CITY � i INCIL P14NNING COMMISSION Paulette M.Guajardo Michael York,P.E. Mayor Chair Michael T.Hunter Cynthia Garza Council Member At-Large Vice Chair Jim Klein Michael Budd Council Member At-Large Commission Member Mike Pusley Ed Cantu Council Member at-Large Commission Member Everett Roy Justin Hedrick Council Member District 1 Commission Member Sylvia Campos Brian Mandel Council Member District 2 Commission Member Roland Barrera Michael Miller Council Member District 3 Commission Member Dan Suckley Mike Munoz Council Member District Commission Member Gil Hernandez Trey Teichelman Council Member District 5 Commission Member CITY STAF Benjamin Polak(Ex-officio) Commission Member Peter Zanoni City Manager PARTNER AGENCIES Daniel McGinn,AICP Director of Planning and Community Robert MacDonald Development Corpus Christi Metropolitan Planning Annika Yankee,AICP Organization (MPO) Planning Manager Craig Casper Amanda Torres,AICP,CFM Corpus Christi Metropolitan Planning Senior Planner Organization (MPO) Keren Costanzo,AICP,LEED AP Gordon Robinson Planning Manager Corpus Christi Regional Transportation Authority(RTA) IV NOVEMBER 14, 2024 / CITY OF CORPUS CHRISTI AnvicnRY CmAIMITTEF Rayann Arguijo Michael Miller Young Professionals of the Coastal Bend Planning Commissioner Dara Betz Mari Marlow Pena Del Mar College - Heritage Campus Fleet Feet/Bay Area Bicycles Sylvia Campos Dr.Clarenda Phillips City Council Member District 2 TAMUCC Shane Casady Jason Rodriguez Driscoll Children's Hospital Hester's Cafe John Dibala Kathleen Rubano Corpus Christi ISD CC Medical Center Gene Kasprzyk Marisa Smithwick Historic Morningside Preservation Society CC Housing Authority AnnMarie Madden Dan Suckley CHRISTUS Spohn -Shoreline Campus City Council Member District 4 David Loeb Tom Tagliabue Landlord Resources Resident Dr.Alissa Mejia Parks and Recreation Advisory Committee BAYSIDE AREA DEVELOPMENT PLAN V HOLD FOR ORDINANCE / RESOLUTION VI NOVEMBER 14, 2024 / CITY OF CORPUS CHRISTI HOLD FOR ORDINANCE / RESOLUTION ` -',rh�.�.«..- ra-�-�.tiy. •--: L____. __�_ v►+i,..p� - •Y�1p•— •-.:i a Y h i .! h a .M h. 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G14a - gg S..� 4 +r �-•.•'k.' +����� ��.,,pyw�`r���s'r.,aw � r '*Jf. .. } �.� '." , ��. •�><��,,. �� 5�� t6 .� ,,���3,.r r�'F'�'��'��4 r�x j, ".. "('r •.a�"'rwr fr?cJ r n aiPr ,� t ` -,R `. r �- Cr 1p ! r '�' b'� {{ w- i {� .,�r,�" � 4 �r • ��"��'�"fai l P „F s � I,�{ Y r d - %�go*!Y$# r ;y�� r�+ rk�{r rO�l��,'k sw�,e.,• T '�lpt:lf' rti � a, ,T• ;°' p.+ �a. x;'.{ �'S` l :d11L ..o t..u."1 �`' f - �au liF.Y.rY �':��i._- TABLE OF CONTENTS 3 INTRODUCTION 12 FUTURE LAND USE MAP 18 VISION THEMES 26 POLICY INITIATIVES AND IMPLEMENTATION BAYSIDE AREA 40 PUBLIC INVESTMENT INITIATIVES 48 ALAMEDA STREET CONCEPT DESIGNS DEVELOPMENT INTRODUCTION y h -f vr� rnL ...iIN CPDI. Gnlie rronf KitWul Gr a•'. e 4di4y Plan O k r� 1 r r DEVELOPMENT O F THE PLAN The Bayside Area Development Plan The ADP was developed through a (ADP) continues the momentum of combination of examining the existing the Plan CC Comprehensive Plan. conditions, public engagement processes, The Bayside ADP is intended to guide and incorporating the community's vision the City in supporting anticipated of the community. Community members growth in the community.The strategic of Bayside were involved throughout the recommendations were developed through planning process, providing their input analysis and understanding of the impact regarding the future of Bayside.They of development patterns,transportation participated in multiple engagement infrastructure, natural infrastructure, and events and activities such as an online other factors within Bayside.This plan survey,focus group meetings, and provides guidance for City leadership community workshop meetings. to assess priorities in infrastructure An Advisory Committee was also improvements, regulations, and policy established,consisting of residents, decisions to further improve quality of life. business owners, and stakeholders who Bayside is located within the Corpus are representatives of the community. Christi city limits and is bounded by Ocean The Committee helped guide the planning Drive along the north, Oso Bay to the process by providing their insights and east,South Padre Island Drive (SPID) to ensuring that various community needs the south, and the Crosstown Expressway were represented in the ADP. Much of the to the west. Bayside includes residential input provided from the community are neighborhoods,commercial development, directly reflected in the recommendations educational institutions, medical facilities, identified in the plan, making this a and access to natural areas. collaborative,community-driven plan. BAYSIDE AREA DEVELOPMENT PLAN 3 DEMOGRAPHICS DEMOGRAPHICS POPULATION 86,059 84,647 83,203 81,692 2000 2010 2021 2026 Bayside Corpus Christi Population Growth by Year Average Annual Growth Rate 2010- 2021 RACE ; ETHNICITY (2021) AGE (2021 ) 0.1% Pacific Islander 10.6% 2.7% Other Two or More 15.6% 11.8% 1.6% 65-85+ 0 to 9 Asian 812% 15.8% llgeoWhite 17.4/ 10 to 19 0.7% 50to65 Median 3.1% Age Black 36.9 Hispanic Origin 67.5% 18.4/ 20.9/ 35 to 50 20 to 35 4 NOVEMBER 14, 2024 / CITY OF CORPUS CHRISTI DEMOGRAPHICS F�. HOUSINGI 34% o 55% Renter Owner ` Occupied Median House Value Occupied N $141,470 11%Vacant rt Occupied Housing Units 35% 56% Renter Ln Owner Occupied 00 Occupied 9%Vacant Median Household Income $50,614 EDUCATIONAL ATTAINMENT FOR POPULATION 25+ (2021 ) No High School Degree High School Graduate or GED Some College College Degree Graduate or Professional Degree BAYSIDE AREA DEVELOPMENT PLAN 5 ADVISORY COMMITTEE MEETING #1 The committee reviewed demographics and existing conditions of the study • area. ABOUT THE ADVISORY COMMITTEE ADVISORY COMMITTEE ' MEETING #3 The Advisory Committee consisted of 17 community representatives including residents,business own- OThe Advisory Committee reviewed ers,City Council,TAMUCC, Del Mar College, Planning and provided feedback on the ADP • Commission,young business professionals,and Corpus Action Steps,Alameda Concept Christi ISD. Plans,and the Vision renderings. 1 , COMMUNITY MEETING #2 The community had an opportunity to learn more about and provide feedback on the Bayside Area Development Plan and take the online survey. • l SURVEY #1 ADVISORY COMMITTEE MEETING #2 An online survey was launched to The Advisory Committee met to review � gather input from the community draft vision themes,policy initiatives, \ �regarding the existing conditions and future land use plan,and guided nextsteps for potential action items and • visions for Bayside. public investment. COMMUNITY MEETING #1 ; FOCUS GROUP MEETINGS Five Focus Group Meetings ; The community provided feedback on were conducted to get further the Vision Themes,Policy Initiatives, input on Bayside's opportunities future land use,and transportation for Commercial Development, • - opportunities. • Parks,Environmental Resiliency, TOM Transportation,and Housing. , � xr SURVEY #2 ADVISORY COMMITTEE MEETING #4 An online survey was launched to a D 0 P T I 0 N gather community feedback on the • ' Review the final draft of the Bayside • draft plan. Area Development Plan -s BAYSIDE AREA DEVELOPMENT PLAN PUBLIC ENGAGEMENT ow, SURVEY SUMMARY 91 DID • . •. . .. . . . •.. . . - 1 • . . . . . . Where do you want to live HOUSING NEED in 5-10years? Housing Needs Facing Bayside 6% Single-family homes Townhouses 31% The housing options are fine as is 63% Senior living Apartments Condos High-end housing Student housing Not sure I want to live in the Bayside area Other I want to move out of the Bayside area 0% 5% 10% 15% 20% I don't know INFRASTRUCTURE LAND USE Infrastructure Issues Facing Bayside Land Use Issues Facing Bayside Poor street conditions Not enough variety in shopping,dining,etc. Can not safely walk or ride a bike Inadequate parks and recreation Poor wastewater/sanitary sewer lines Inadequate natural recreation Poor water lines Competition with other Flooding areas of the city Traffic Not enough housing options Poor access to bus Other Other Not enough jobs 0% 5% 10% 15% 20% 25% 30%35% 1% 5% 10% 15% 20% 25% 30% 8 NOVEMBER 14, 2024 / CITY OF CORPUS CHRISTI PUBLIC ENGAGEMENT ENVIRONMENT Environmental Issues Facing Bayside Social Issues Facing Bayside Bacteria/Trash in the Bays Crime or perception of crime ai Homelessness i Not enough shade/trees Lack of community gathering places Hurricanes and major storms Stray animals/loose pets Flooding — Neighbors don't know each other Sea-level rise I♦ Lack of affordable senior care choices l� Other Other 0% 5% 10% 15% 20%25%30%35%40% 0% 5% 10% 15% 20% 25% 30% MAPPING EXERCISE Participants were instructed to drag and drop markers on to the map indicating a like,suggestion,or concern onto an interactive online map of the Bayside study area.Maps,as well as the full survey summary,can be viewed in the appendix.From these comments,five summary themes were identified: Access: Mobility related to the Bayside area's geographic location,enabling access to its defining physical features and affecting overall convenience of travel to other areas,as well as travel times. Neighborhood/Area Character:Socioeconomic and related physical characteristics defining Bayside neighborhoods and overall area,such as relationship between decline of business and empty lots,homelessness,and stray animals. Infrastructure:Relating to the availability and condition of various types of infrastructure in the area,such as sidewalks,crossings,bike lanes,and roadways. Resilience:Perceptions of the area's ability to withstand day-to-day weathering,weather events,and potential disasters,as well as preservation of area elements. Environment:Relationship of natural elements to the Bayside area,including the ocean,green areas,trees,wildlife, and pollution. 6® a 50 0 40 o L � 30 � E Z 2© — 10 — p �""• Access Deterioration Ecology Infrastructure Resilience Revitalization ■Like Concern Suggestion BAYSIDE AREA DEVELOPMENT PLAN 9 PUBLIC ENGAGEM ENT 281 SURVEY SUMMARY PARTICIPANT ABOUT SURVEY #2 An online survey was launched to gather input from the community regarding the priorities of the Vision Themes, Policy Initiatives and corresponding Action Items, and the Future Land Use Map of Bayside. The survey was open from September 26 to October 23, 2023. This summary presents the results of the online survey regarding the Vision Themes, Policy Initiatives, and the Action Items. VISION THEMES How much do you agree with the Disagree . - - .. ... Neutral Healthy Places Agree Connected Network StronglyAgree 00 200 300 400 500 Wil 1114111111INITIATIVES How much of a priority is this policy initiative to . *The ranking are based on the number of respondents who identified the policy initiative as either"High Priority"or"Essential"on Survey#2 UNDERSTAND AND ADDRESS BAY-RELATED ENVIRONMENTAL 1 IssuEs ENHANCE LOCAL BUSINESS VITALITY AND 2 CONNECTIVITY TO SURROUNDING NEIGHBORHOODS 3 IMPROVE GREEN AND OPEN SPACES 4 PRIORITIZE SAFE TRANSPORTATION FOR ALL INTRODUCE AND SUPPORT MORE HOUSING OPTION 10 NOVEMBER 14, 2024 CITY OF CORPUS PUBLIC ENGAGEMENT ACTION ITEMS Participants were instructed to drag and rank the action steps for each policy initiative from highest to lowest priority.Below shows the top three action items that received the highest average rank for each policy initiative. Enhance Local Business Vitality and Connectivity Improve Green and Open Spaces to Surrounding Neighborhoods 1. Where drainage channels are installed, 1. Continue to work with Sunrise Mall owners encourage a swale design rather than the and potential partners through economic outdated"v"type ditch where feasible. development mechanisms. 2. Explore opportunities to enhance open spaces 2. Identify and partner with local agencies that in the Oso Bay area with environmentally will help small businesses find the resources sensitive design. and technical support they need to grow. 3. Promote exercise and health at parks by adding 3. Evaluate the Unified Development Code, more amenities and activities. Infrastructure Design Manual,and Future Land U Introduce and Support More Housing Options Use Map updates to support the development of walkable,commercial nodes. 1. Work with TAMUCC and Del Mar College to Prioritize Safe Transportation for All identify new locations for affordable,student housing development. 1. Prioritize the construction of multi-use paths 2. Continue to promote infill development. along drainage channels. 2. Make it safe,comfortable,and convenient for 3. Support preservation of historic homes. people of all ages and abilities to bike to key destinations like parks,schools,services and work. 3. Reduce traffic crashes and ensure safe and efficient transportation systems. Understand and Address Bay-Related Environmental Issues 1. Continue working with City partners and external partners to reduce erosion. 2. Collaborate with county,state,and federal agencies to include actions on the local Hazard Mitigation plan to address the City's vulnerability to natural disasters. 3. Support ongoing trash and pollution efforts by creating new programs and funding more improvements. BAYSIDE AREA DEVELOPMENT PLAN 11 FUTURE LAND USE MAP ..."IIIflyP":,I � �4 29c 358 � FUTURE LAND USE MAP ABOUT THE FUTURE LAND USE MAP r • • r • •r • • rr• • r • Land use is essential to define how people development guidelines.The Area live,work, and play in an area.When Development Plan process goes further evaluating designated land uses, it is into detail about land uses and areas of important to factor the current use and the development that are specific to Bayside. potential use of the land. Most future land The Future Land Use Map has been revised use maps retain the current existing land to incorporate input from stakeholders, use but may find opportunities to shape planned development, and best planning the future of how vacant or undeveloped practices. properties can be developed. Zoning The Bayside Future Land Use Map serves is a direct tool used by cities to guide as a guideline for future zoning and the development of land. Zoning is the development decisions helping to shape prescribed legal use of a parcel of land the built environment.The Future Land based on city regulations.Zoning is in Use Map will provide a foundation to large part influenced by the designations support the vision and recommendations identified on the Future Land Use Map. of the plan,establish a land use framework, The Plan CC Comprehensive Plan (adopted and influence policy decisions. Each of the in 2016) identified future land uses designations presented on the Bayside for all of Corpus Christi and provided Future Land Use Map correlates with designations identified in Plan CC. BAYSIDE AREA DEVELOPMENT PLAN 13 FUTURE LAND USE MAP FUTURE LAND USE CATEGORIES AGRICULTURF/RIIRAI PnMRA RP4AI It ENTERPRISr Commercial land uses include retail, services, hotel, and office uses that are This category includes farms and other typically open to the public at large. enterprises that serve the rural population. High-density residential uses, such as townhomes, cottage housing, apartments, and condominiums are considered compatible with commercial uses. Other RESIDENTIALUSES commercial uses, such as wholesale and distribution businesses, are included The predominant residential land use in in the light industry category because the City of Corpus Christi is the single- they have similar impacts, such as high family dwelling at a range of densities. All volumes of trucking. Schools, churches, and residential categories also include schools, neighborhood-serving public uses can be churches, and neighborhood-serving public included in commercial land use areas. uses. Low-density residential: up to 3 units per acre INDUSTRIAL USES Medium-density residential:4 to 13 units per acre (including two-familyMost of the industrial uses within the city dwellings) limits of Corpus Christi are light industrial; heavy industry is generally located in the ■ High-density residential: more than 13 industrial districts outside the city limits. units per acre TRANSPORTATION Airports, railroads, highway and interstate rights-of-way. 14 NOVEMBER 14, 2024 / CITY OF CORPUS CHRISTI 1 I' ail FUTURE LAND USE MAP A Mixed-use centers include residential, retail, Planned development areas are lands that hotel, and office uses. Mixed-use centers are are currently undeveloped or underutilized pedestrian-friendly with buildings oriented but may be suitable in the future for towards the street. Residential uses are a variety of uses, taking into account generally of a higher density, including environmental and other constraints. apartments, condominiums, townhomes, Designated on Padre and Mustang islands cottage housing, and small-lot single-family and in the potential annexation areas, residential. The mixture can be vertical, planned development areas are expected to with different uses on different floors of a require a rezoning tied to a master planning building, and horizontal, with different uses process or an Area Development Plan side by side. Churches, schools and public process. uses are included in mixed-use areas. INSTITUTIONAL PERMANE" I OPltol- Hospitals, colleges, universities, schools, Parks and playgrounds, recreational fields large churches, and similar institutions, and facilities, greenways, and other green whether public or private, are designated areas managed for public access and as separate land uses because of their recreation. campus-like character, which requires special attention to edges and relationships with adjacent areas. 110VERNMENT Government uses include federal, state, county, regional and municipal government facilities and installations, except for Note: For more information about categories government-owned institutions. included in the Future Land Use Map, please refer to pages 55-57 of Plan CC. BAYSIDE AREA DEVELOPMENT PLAN FUTURE LAND USE MAP FUTURE LAND USE MAP LAND USE ACRES ' , Neighborhood Villages are smaller, walkable, mixed-use villages that can Mixed-Use 438 4% be as small as a few blocks around an ................................ ...................:.................: intersection. They primarily serve the Commercial 1272 : 12% surrounding neighborhoods with retail and ................................ ...................:.................: services. Government 733 : 7% ................................ ................... ................. Urban Villages are medium sized walkable Institutional 590 5% centers that cover multiple blocks, include ................................ ...................:.................: ground-floor stores and restaurants and Light Industrial 15 0.14% upper-story offices, and typically have public transportation stops or stations. Heavy Industrial 2 0.02% The types of stores, restaurants, and 1 ............ ....................................... other amenities serve residents in the Low-Density surrounding neighborhood and attract Residential 506 5/ people from other parts of the city. :...:................................:...................:.................: Medium-Density 5586 : 51% : A "collegetown" is a type of Urban Village, Residential ................................ ••••••••••.......................••• with retail, services, entertainment, and High-Density 730 7% (often) housing, that is oriented toward Residential the needs of students and located near Permanent Open 977 : 9% : a university, college, or student-oriented Space housing. Water 33 0.3% Total 10,883 : 100% : .....................................:...................:.................: 16 NOVEMBER 14, 2024 / CITY OF CORPUS CHRISTI FUTURE LAND USE MAP Q) E N O O O L m "L IA �L J U u tr N Qc' ine Rd 0 a � ou � 5 Port Ave , UJ 10 dA c N 0 U BAYSIDE AREA DEVELOPMENT PLAN 17 VISION THEMES Vvmrua CHRISTI BAY CORPUS CHRIST3 - - MARINA • i fTAM MCGEE BEACH 4 eun VISION THEMES Visioning is a planning tool and exercise used to collect input from the community to identify clear visions of their community 20 MY VISION IS... to 30 years from now.Though visions are high level, a community with clear visions MViite down your[amrnenis and leas to make it happen here. 6� can better focus on achieving their goals �� ter¢ . ]IA4 for the future. The City has a role in helping &i&s a�.a neAaf-k �h&s 9�a�I the community achieve their visions by � ,, ��i� f'" s ere;A-b'15 3r directing development, improvements, and Rs Pane arc policy decisions to align with the vision. tl �yl I AThe public engagement process surfaced "� 's V' -pi#., 1three vision themes that are tied to the residents'desires for the future.The following are the vision themes identified: ,. r. Wr[e daw,rn your commenttand ideas to make it happen hne- •Thriving Neighborhoods `�hag,"".`� vYq+�;.Ya�`°r ,N�� p .`�4°�," �F� �- r1 Wccrrkr;s r.ir daft 4,3- � � Foster inviting, prosperous and multi- Wr R elf Caro generational neighborhoods with a mix of destinations and housing options a, that instill neighborhood prideforthe �R.aey'rre�r„k rtnrryr_ existing residents and visitors while "' "R��.r ,kr'�. ,..rrw,II�«..„ � ° �axs+.n'aon[s..+de�s a,9"y°,a.„i•r.eA.pew,,ens �2hr T•k rr,Aut,,e. attracting the new. •Connected Network 4r "u Write doam your comments and ideas to make it happen here, ('..s k.rve-1.aV�.,ue P.,h,ea Improve walking, biking,and roadways d' i;�x t 6eZ, ° PWt��'rk hkt o- -y h " i�t hey`, fbrrk,n 3. to safely connect people to their - ,,�kQ. ,,,,,,�k.�,a,+E.a...�..qa�a.a sn�.��rrcrc�+m.,r•a,era u , destinations. • Healthy Places Arts fo UA,- ,�)orb e�TAW .w4*--tuvm �ls� V°s0,11A.5kl-4- 6-4 � 7 KAVA4 yna�s5 ry Improve public and environmental Ne �..�..J..a.....t-� �„rays �A�CC,1 Ft2Ys+ F+�+rs5 pa.o - health and enhance public spaces and ;�.5� ^f-+[ems �15� roo"' "'���m ,yam AS infrastructure., BAYSIDE AREA DEVELOPMENT PLAN 19 VISION THEMES �r , i 11(J p�a _ _ f y J.. THRIVING NEIGHBORHOODS Foster inviting, prosperous and multi-generational neighborhoods with a mix of destinations and housing options that instill neighborhood pride for the existing residents and visitors while attracting the new. 4 I Bayside hosts a robust mix of commercial, residential, and recreational uses with clear signage and wayfinding that attract visitors. Bayside's housing stock is well-maintained and contains a variety of housing types. Neighborhoods,commercial areas, and other destinations are easily accessible by foot, bike,transit, or car. Housing serves a range of incomes and affordability levels, and has convenient access to commercial and recreational areas. Bayside has a variety of shopping, dining, and goods and service destinations,supporting long-time enterprises and new businesses alike. Formerly deteriorated and underutilized spaces are reimagined as redevelopment opportunities and become mixed-use districts supporting office, retail, housing, and recreation. 20 NOVEMBER 14, 2024 / CITY OF CORPUS CHRISTI VISION THEMES y4� aim ■�0 r � - t L ^.ail 4:1 95%of community meeting participants agreed with this vision* KEY ELEMENT COMMUNITY INPUT • Urban Villages The following community input supports the vision theme: • Family-Friendly Neighborhood "There's a lot of potential for[Triangle • Variety of Housing Types Area (S.Alameda,Avalon,and Robert Dr. intersection)]area, with some nice businesses • Commercial and Recreational Areas and restaurants, but it's not very attractive • Support for Long-Time and New or walkable. Parking isn't great. It could be so Businesses much more. "[Kostoryz Road between Foley and Gollihar] is a corridor with some good local businesses and restaurants, but it's not very attractive or inviting. Unless you specifically know of your destination, you probably wouldn't wander here to explore the businesses. There's lots of room for improvement." "This plaza has so much potential for business, but it's so run down that it doesn't feel inviting. Could it be made easier to find and more attractive?" *Percentages are based on responses received from the second Community Workshop held on September 8,2023 BAYSIDE AREA DEVELOPMENT PLAN 21 VISION THEMES J - 1 J As; s HEALTHY PLACEF Improve public and environmental health, and enhance public spaces and infrastructure. I Bayside is a community that features welcoming, accessible, and safe public spaces. Nature-based solutions protect Bayside's shorelines against erosion while enhancing natural beauty and habitat. Public access to the waterfront fosters local pride and supports recreational use.With a variety of amenities in accessible public locations, Bayside improves residents' and visitors' mental and physical health by increasing access to recreation and leisure activities. Enhanced stormwater and green infrastructure mitigates flooding and improves water quality,while also presenting additional uses such as paths and trails where allowable. Green infrastructure, including trees, also serves to beautify parks,trails, boulevards and public spaces. 22 NOVEMBER 14, 2024 / CITY OF CORPUS CHRISTI jX VISION E � . w IL � ail f � L�Y .`' 100%of community meeting participants agreed with this vision* : . At COMMUNITYKEY ELEMENTS •Well-maintained park facilities The following community input supports the vision theme: •Access to Corpus Christi Bay "This shoreline is eroding at an alarming rate. •Access to recreation and leisure Hurricane Hanna accelerated the damage activities here. Can a living shoreline or something for wildlife be put in place that also addresses • Nature-based solutions to protect bay erosion and water quality?" shorelines from erosion "Please add more trees that are drought • Improved coastal resiliency tolerant and are diverse. Trees do better when they are near one another." • Green infrastructure "M ake recreational corridors with bioswales or rain gardens for drainage." `Area needs further development/ redevelopment but in a way that maximizes the natural beauty of the area and increases opportunities for access through expanded parks, multi-use development, and mass transit/bike use. Protect the waterfront." *Percentages are based on responses received from the second Community Workshop held on September 8,2023 BAYSIDE AREA DEVELOPMENT PLAN 23 iO _iF7�� VISION THEMES 0 loop f _ _ y f.ti�ti' CONNECTED NETWORK Improve walking, biking, and roadways to safely connect people to their destinations. I Bayside is a community where residents and visitors can safely access key commercial, residential, and recreational destinations on foot, bike, public transit,or car. Streets are well-maintained under improved systems for operations and funding.The sidewalk network is strategically expanded where needed and accessible for all abilities.Shade trees and other amenities are added for comfort. Bicycle infrastructure is safe for all ages and abilities and connects key destinations.Traffic congestion is managed well, and vehicles drive at safer speeds on streets with safe crossings. 24 NOVEMBER 14, 2024 / CITY OF CORPUS CHRISTI 1. ;. n , .. , _ ,�'c � 4$ -�tl--_'ram _•, �v.� , • 4 v W ' VISION THEMES _ k ti 90%of community meeting participants agreed with this vision* - COMMUNITYKEY ELEMENTS •Walkable/Bikeable Streets The following community input supports the vision theme: •Access to Public Transit "[Ocean Drive at Airline Road]intersection • Updated Street Amenities desperately needs a crosswalk across Ocean. People are always crossing here. Lots of people • Mixed-Use Developments live on this block, and it's near parks and bus stops. The sidewalk also ends soon after this, so pedestrians need a way to cross if they want to stay on a sidewalk." "Dedicating at least one lane of traffic to a blocked cycling/walking lane would be a huge improvement in safety and attract more people to the neighborhood and the businesses between Everhart and Airline." "We need safe bike paths between residential and commercial areas like this one so we can choose bikes over cars for everyday errands, not just for recreation." *Percentages are based on responses received from the second Community Workshop held on September 8,2023 BAYSIDE AREA DEVELOPMENT PLAN 25 POLICY INITIATIVES POLICY INITIATIVES POLICY INITIATIVES Five policy initiatives were developed to support the implementation efforts to achieve the vision themes described in the Bayside Area Development Plan. For each policy initiative,strategies are identified to guide the implementation of one or more vision themes.The strategies are the actions needed to be taken by the City to successfully implement the plan. ................................................................................................................................................................... : .............................................................................................................: POLICY INITIATIVES THRIVIN WMWFJH I I L I MM 117,f I k i � ....... ......... .......... .......................................................................................................................................... VITALITY V V V CONNECTIVITYAND JOSURROUND :.....:.............................................:.......................................:..................................:..................................: UNDERSTAND ADDRE , V V .ROVE GREEN AND • • SPACES :.....:............................. ................:.......................................:..................................:..................................: ....................................................:.............................................................................................................. BAYSIDE AREA DEVELOPMENT PLAN 27 ENHANCELOCAL BUSINESS VITALITY 0:0 AND CONNECTIVITY 00070 O SURROUNDING 98%of community meeting participants NEIGHBORHOODS rank this high priority* HOW WE GET THERE... 1.1 Create a sidewalk network that r provides pedestrian connectivity _ among residential, retail,commercial, and recreational uses. •# 1.1.1 Update the City ADA Master Plan p Y with consideration of bus stop boarding data,including wheelchair boardings,and input from schools " t and the Regional Transportation Authority to identify priorities for sidewalk,ramp,and crosswalk improvements. Evaluate barriers to implementation such as funding and limited space.I� Activating underutilized public space helps enhance connectivity 1.1.2 Improve sidewalks to create neighborhood connectivity around the following commercial nodes: Port/Ayers,Six Points,and Staples _ 'r Street and McArdle Road. 1.1.3 Evaluate the feasibility of a public- private partnership program �~ between the City and propertyice, owners to fix and/or instal I sidewalks. - r 1.1.4 Amend municipal land development codes to require trail corridor dedication for multi-use trails and the construction of applicable Small,boutique style businesses can adapt existing buildings to trail segments as part of new provide opportunities for economic and cultural growth Photo Credit:Flickr-Creative Commons *Percentages are based on responses received from the second Community Workshop held on September 8,2023 28 NOVEMBER 14, 2024 / CITY OF CORPUS CHRISTI POLICY INITIATIVES development.(2022 Parks, special provisions to accommodate Recreation,and Open Space Master bicyclist facilities. Bicycle parking Plan,Strategy 1.2.2.) could also be required for either new 1.1.5 Prepare a city-wide trails master construction of a parking lot;when plan that serves as a blueprint for a parking lot is fully reconstructed increasing bicycling and walking or resurfaced;or when a parking lot access to parks and other community is expanded by an additional 50/or destinations.(2022 Parks,Recreation, more spaces. and Open Space Master Plan,Strategy 1.2.5 Under Section 7.2.3.,allow 1.2.3.) redevelopment projects to reduce their parking requirements by 10% 1.2 Evaluate the Unified Development to provide ADA parking spaces Code (UDC) to support the creation of that require more space or for the walkable commercial areas. placement of bus stops. 1.2.1 Amend Article 7 General 1.2.6 Amend Section 1.11.3 to include a Development Standards to definition of"redevelopment"as a incentivize or support more property investment over 50%of sidewalks, lighting,shade,and the property value. seating in commercial areas to address safety and accessibility 1.2.7 Support live-work development concerns. types in transition areas between mixed-use centers and single-family 1.2.2 Develop a program to install street residential neighborhoods. lighting where current conditions are not meeting the City lighting 1.2.8 Amend Section 4.5 Commercial standards for the distance between Districts to include mixed-use light poles.Ensure lighting standards districts such as a Residential reduce light pollution to maintain Professional District and Corridor dark skies for wildlife such as Mixed-Use District that would allow resident and migrating birds. residential dwellings to be combined with a commercial ground floor. 1.2.3 Evaluate and amend UDC Section 7.3 Landscaping to optimize the 1.2.9 Reduce building setback required landscaping or tree requirements in UDC Section 4.5 plantings for commercial and from a minimum setback of 20 feet multifamily developments in a way from the street to a maximum of 20 that creates shade and unobstructed feet("build-to zone"),which would paths for key pedestrian areas. encourage buildings to be closer to the street, boosting walkability and 1.2.4 Incentivize bicycle parking by sense of place.Ensure buildings do authorizing a reduction up to a not encroach future right-of-way maximum of 20%of required for streets,sidewalks,bike paths,or off-street parking spaces for other public needs. development or uses that make BAYSIDE AREA DEVELOPMENT PLAN 29 mr, POLICY INITIATIVES 1.3 Evaluate the City's Infrastructure 1.4 Implement the Future Land Use Map's Design Manual to support the creation recommendations for mixed-use of walkable commercial areas. development. 1.3.1 Amend the manual to allow for"flex 1.4.1 Support the development of zones"---parking spaces that would the following areas as"Urban allow for multiple uses including Villages",as described in the City's parking, loading/picking up for buses Comprehensive Plan future land and cars,as well as parklets. use definitions:Six Points,the 1.3.2 Evaluate best practices former Sunrise Mall,and Port- Ayers intersection;the following Port- for pedestrian and bicycle areas as"Neighborhood Villages": infrastructure and amend Section Everhart Road/Staples Street/ 6.2.3 Pedestrian and Bicycle Carmel Parkway,Alameda Street/ Accommodations to improve local Doddridge Road,Alameda Street/ infrastructure designs. Robert Drive,and Alameda Street/ 1.3.3 Evaluate and amend Chapter 9 Airline Road;and the following areas Landscaping Design Requirements as"Collegetowns": Del Mar College to optimize landscaping or tree Heritage Campus on Ayers Street/ planting in a way that creates shade Baldwin Avenue and Ennis Joslin and improved aesthetics along Road/Ocean Drive corridor as a sidewalks or multi-use paths. collegetown 18 x � r Mixing residential and commercial uses at small scales can help foster a more vibrant,walkable community experience z' Creative use of public right-of-ways can provide opportunities for public plazas and other forms of public space Photo Creait:NACTO NOVEMBER 14, 2024 / CITY OF CORPUS CHRISTI POLICY INITIATIVES 1.4.2 Incentivize businesses to share parking,especially within areas identified as Urban Villages and or Mixed-Use. 1.4.3 Develop specific plans for identified - Urban Villages, Neighborhood Villages,and Collegetowns. 1.4.4 Create a local government u corporation to act as a redevelopment agency in designated areas of the city where redevelopment is desired,such as the Urban and Neighborhood Village locations. Wider sidewalks,reduced setbacks,and more flexible urban design standards foster more engaging forms of community space 1.4.5 Apply Corridor Mixed-Use District Photo creait:Whiskey Kitcne,, zoning as described in the Corpus 1.5.2 Support small-scale,semi- Christi Unified Development permanent,and leasable spaces for Code update,if approved,to those markets and restaurants,near and areas identified as Urban Villages, along Corpus Christi Bay. Neighborhood Villages,and Collegetowns. 1.5.3 The City of Corpus Christi Office of Economic Development will create 1.4.6 Utilize economic development and manage programs to revitalize incentive programs such as the Bayside business community. neighborhood empowerment zones,public improvement districts, 1.5.4 Continue to work with Sunrise Chapter 380 incentives,and Mall owners and potential partners tax increment financing to spur through economic development redevelopment. mechanisms,such as a Tax Increment Reinvestment Zone or a 1.5 Support destination, recreation,and Chapter 380 Agreement,or a zoning entertainment options that encourage mechanism such as a Planned Unit visitors and locals to visit Corpus Development. Christi and Oso Bays. 1.5.5 Ensure a mix of land uses and 1.5.1 Continue incorporating physical development types,as well as improvements to public spaces in urban design features such as wide future Capital Improvement Plans sidewalks, bicycle infrastructure, to help increase use and community shade trees,and reduced setbacks connections to Corpus Christi and that support a walkable area that Oso Bays.(2022 Parks,Recreation, activates the space and creates a and Open Space Master Plan,Policy community-oriented development. 2.2.6) BAYSIDE AREA DEVELOPMENT PLAN 31 POLICY INITIATIVES 1.6 Create a facade improvement program 1.7.1 Support or incentivize the "right- for neighborhoods such as Six Points sizing"of larger commercial sites to assist property owners with making into smaller square footage tenant key exterior building improvements spaces that are currently in high that will increase economic value and demand but lacking in the Bayside promote a cohesive urban design and area. Incentives could range from visual identity for the area. financial incentives to reduced 1.6.1 Use financial tools such as a parking minimums. Business Improvement District, 1.7.2 Partner with the City's Development a Financial Assistance Grant Services, Economic Development, Program/Small Revolving Loan the Del Mar College Small Business Fund, Low-Interest Loan Program, Development Center,and the Urban Tax Increment Reinvestment Zone, Land Institute-San Antonio chapter Public Improvement District,or to create technical assistance for Municipal Management District. small-scale development. 1.6.2 Develop programs to address unsafe 1.7.3 Revive the Incremental or unsightly commercial properties. Development Alliance training series previously offered by the City 1.6.3 Continue the positive work of the in 2022. City's Nuisance Abatement Team, which is a collaboration of City 1.7.4 Educate small businesses on departments formed to address financing mechanisms available properties posing the worst threats to them such as LiftFund,financial to public health and safety. assistance grant programs,or other 1.6.4 Pursue implementation of a citywide low-interest loan programs. vacant building ordinance. 1.6.5 Create an ordinance requiring repair - I : or removal of unsightly or derelict _ signs. 1.6.6 Explore Business Improvement District models and business community interest in establishing street corridor aesthetics,parking coordination,and increased safety and cleaning services. 1.7 Identify and partner with local agencies that will help small i- 0e k -' businesses find the resources and ��% technical support they need to grow. Parklets use existing street parking as a public space to allow for seating and other public or business uses. Photo Ca Boston Sear 32 NOVEMBER 14, 2024 / CITY OF CORPUS CHRISTI POLICY INITIATIVES 1.8 Promote opportunity zones within the Bayside study area to incentivize f mixed-use development. : 1.9 Recruit entertainment venues within the study area. 1.10 Support businesses trying to create outdoor cafes and amenities for - customers. 1.10.1Amend Section 7.2.3. Districts �f Exempt from Parking Ratios of the Unified Development Code to add outdoor cafes as a permitted reduction of minimum parking requirements. 1.10.2 Standardize sidewalk cafe,parklet,and pedlet regulations found in Chapter 49,Streets and Sidewalks, Pedlets extend the public realm from the sidewalk into the of the City code of ordinances streetscape to allow for businesses to use sidewalk space while still to be allowable within walkable accomodatinq pedestrian traffic. commercial areas in Bayside such as Photo Credit:The Dominion Post Six Points. BAYSIDE AREA DEVELOPMENT PLAN AK33 { 4 MALL SUNRISE MALL CONCEPT Sunrise Mall is a two-story,enclosed shopping mall located at the intersection of Airline Road and South Padre Island Drive.The mall was completed in and flourished during the early 1980s with anchor tenants such as Sears. The closure of one of the mall's anchor stores, Frost Bros., in the late 1980s led to many retailers leaving Sunrise Mall and moving their businesses across the street to the now La Palmera Mall.This has led to significant downfall of the mall. Today,the mall still stands with new tenants, including Planet Fitness, New Life Church, Freedom Fitness, Odyssey Early Learning, and Eddie's Tavern & Social (formerly Little Woodrow's Bar). Previous area plans and Bayside communities have expressed interest and T have identified potential opportunities for : Retail ..........:...................................................................: site revitalization featuring mixed uses, : Mixed Use, Multi Family which could include multifamily housing, ......••• ••••••••••••••••••••••••••••••••••••..............................• retail, restaurants and more. Hotel :.........:...................................................................: The City's Planning and Community Parking Garage :.........:...................................................................: Development Department and Office dive/work units of Economic Development may have .........:................................................................... an opportunity to collaborate with the Entertainment Venue owners of Sunrise Mall to revitalize and • ........................................................................: Existing Structure reimagine its future. :...................................................................: NOVEMBER 14, 2024 / CITY OF CORPUS CHRISTI u co E N G a6 CD e - o 0 _ I e 51 0 o Ul) n, , _ L it 4 L - - a C.°B Btl YII . =i 0 BAYSIDE AREA DEVELOPMENT PLAN 35 UNDERSTAND AND 2ENVIRONMENTAL ISSUES ADDRESS BAY-RELATED 79%of community meeting participants rank this high priority* li4 HOW WE GET THERE... 2.1 Implement suitable actions identified in the draft Cole and Ropes Park Bacteria Reduction Implementation Plan(iPlan) recommendations for landscaping on rr public and private property and along public streets because plantings cani reduce storm water,improve water : '6 quality,reduce urban heat and the temperature of storm water runoff flowing into the bays,and improve the attractiveness of an area,among other benefits. 2.1.1 Evaluate methods to remove bacteria with green infrastructure. Bay improvements can improve environmental quality and resilience while also providing higher quality recreation 2.1.2 Evaluate retrofitting or improving key areas with Low Impact Development(LID) methods that reduce run-off and improve stormwater quality. 2.1.3 Provide training workshops to the design community demonstrating t LID techniques. 2.1.4 As a pilot project,identify an r opportunity to install stormwater detention,retention,and/or rain gardens and bioswales to enhance an existing park or greenspace. Partnerships and community involvement can provide vital support to bay restoration and resilience building efforts Photo Credit:Wikipedio Commu- *Percentages are based on responses received from the second Community Workshop held on September 8,2023 36 NOVEMBER 14, 2024 / CITY OF CORPUS CHRISTI POLICY INITIATIVES -L 2.1.4.1 Use the pilot project to identify and address barriers to constructing LI D and as an educational tool. x3: 2.1.4.2 Refine and adopt additional P, LID standards in the Unified Development Code and Infrastructure Design Manual that will reduce volumes of stormwater runoff from areas of significant redevelopment. 2.1.5 Establish an Urban Forest , Management Plan that will help the Living shorelines provide a more beautiful bayside environment City plan for and maintain trees in while fostering greater resilience to coastal erosion public areas and along streets. 2.1.6 Ensure the selection and placement 2.3 Evaluate public utility programs and of the right tree in the right place. projects that reduce bacteria and 2.2 Monitor bacteria flowing into bays other contaminants in the bays. as suggested in the draft Cole and Sanitary Sewer: Ropes Park Bacteria Reduction Implementation Plan (iPlan). 2.3.1 Continue and enhance the existing Fats,Oil,and Grease(FOG) 2.2.1 Monitor indirect sources of pollution Program,encouraging residents and flowing into bays as suggested in the businesses not to dispose of these iPlan. things down drains. 2.2.1.1 Continue sampling bacteria 2.3.2 Review standards for utility levels along bay front parks. infrastructure design in the City's technical construction codes and 2.2.1.2 Collect rainfall data update codes as needed to ensure along drainage channels new infrastructure meets the latest leading to the bays for standards and technology. use by researchers to correlate rainfall levels with 2.3.3 Continue monitoring sanitary sewer stormwater pipe flow and overflows. bacteria levels. 2.3.3.1 Continue and expand the 2.2.1.3 Conduct stormwater outfall notification system for flow sampling. monitoring sanitary sewer overflows. BAYSIDE AREA DEVELOPMENT PLAN 37 POLICY INITIATIVES 2.3.3.2 Establish a targeted inspection program for private sewer lines to test ' and ensure they do not t s have any leaks/breaks and 2 require by law the repair of substandard private sewer lines,also known as private laterals. " 2.3.3.3 Enhance the inspection program for commercial cross-connections. 2.3.4 Continue and expand collection Urban forestry can help foster more widespread tree canopy cover system line cleaning,inspection, using native tree species such as the Coastal Live Oak repair,and rehabilitation. Photo Credit:Robert Perry 2.3.5 Develop a long-term rainfall 2.5 Collaborate with county,state,and infiltration/inflow program to find federal agencies to include actions on and fix system defects. the local Hazard Mitigation plan to 2.3.6 Conduct hydraulic modeling of the address the City's vulnerability to the wastewater collection system. environmental impact of hurricanes and other natural disasters. Including Storm Sewer: actions on this plan will allow the City 2.3.7 Determine the effectiveness of to be eligible for funding through stormwater retrofits to remove FEMA's Hazard Mitigation Grant bacteria. Program. 2.3.8 Enhance the City's major outfall 2.5.1 Improve drainage channel ditches assessment and repair program by throughout the study area by retrofitting structurally unsound correcting the erosion on the sides outfalls. and bottom of the ditches. 2.3.9 Support and encourage the adoption 2.5.2 Provide an updated assessment of of the Stormwater Master Plan. the eight major stormwater outfalls and other outfalls that runoff 2.3.10 Continue storm sewer system line into Corpus Christi Bay,such as cleaning,inspection,repair and the Brawner/Proctor outfall and rehabilitation. Gollihar outfall. 2.4 Investigate opportunities to utilize 2.5.3 Install emergency generators, effluent from the Oso Wastewater instrumentation,and electrical Treatment Plant to irrigate landscaping control system for automatic switch at parks, public rights-of-way,and other municipal facilities where feasible. 38 NOVEMBER 14, 2024 / CITY OF CORPUS CHRISTI POLICY INITIATIVES between power and emergency generators for Oso Water Treatment At- Plant. 2.5.4 Map and assess the city's vulnerabilities for coastal erosion, expansive soils,land subsidence,and wildfires. 2.6 Continue working with City partners " and external partners to reduce , erosion along Corpus Christi and Oso _ Bays. A f� 2.6.1 Establish a proactive shoreline management plan that would develop,present,and implement measures for addressing erosion Shoreline erosion at Poenish Park on the Corpus Christi Bay. while allowing recreational access Photo Credit:Alisso Mejic along the bays. 2.6.2 Engineer a design for shoreline stabilization that would reduce bluff erosion in order to preserve the existing park footprints at South Cole Park, Ropes Park,and Poenisch r ; Park,and provide safe public access to pocket beaches. 2.6.3 Apply hybrid living shoreline stabilization techniques to maximize s environmental benefits while restoring safe public access to the shoreline and stabilizing beaches by enhancing or mimicking natural coastal features. 2.6.4 Evaluate other locations that would Preventing vehicular access to the Oso Bay shoreline is critical to protect the Bay's natural features from vehicle impacts such as the benefit from shoreline stabilization ground wear pictured above such as Swantner Park,Doddridge Photo credit:city or Corpus Christi Park, Palmetto Park,South Bay Park, Hans and Pat Suter Wildlife Refuge, and Oleander Point at Cole Park. 2.6.5 Prevent vehicular access to the Oso Bay shoreline. BAYSIDE AREA DEVELOPMENT PLAN 39 POLICY INITIATIVES 2.7 Support ongoing trash and pollution 2.10 Provide education and training efforts by creating new programs and for homeowners and multifamily funding more improvements. management on runoff from pesticides and fertilizers, as well as proper waste 2.7.1 Create an introductory public disposal including lawn clippings. education campaign about water quality in Corpus Christi Bay with 2.11 Prevent intentional dumping and all types of media marketing as disposal by establishing education and well as developing educational outreach programs targeted toward materials. community involvement to identify and report instances of illegal dumping 2.7.1.1 Develop a specific campaign and disposal. ("Leave It Better than You Found It"and"Don't Mess with Texas 2.12 Continue installation of pet waste Water")targeting the reduction disposal stations and develop an of litter in the community. Adopt-a-Pet-Waste-Station Program. (ex: Litter from vehicles and 2.13 Strengthen animal control by individuals around public ordinances to include the removal spaces). and proper disposal of pet waste with 2.7.1.2 Develop an advisement new enforcement measures,stricter protocol to warn the public fines, and enhancements to improve when bay access areas may enforceability. have periodically elevated bacteria levels,typically during and immediately after rainfall. 2.7.1.3 Improve education and code enforcement for restaurants to prevent litter from blowing off their premises per City Code of Ordinance Section 22-5. 2.8 Continue to fund and install catch ; :. basins, solid interceptors, and other ; ` devices for stormwater lines leading into the bays. ` 2.9 Establish bay cleanup initiatives with F - communities and stakeholders around `f the city. Trash that ends up on streets moves through storm water inlets and pipes and into the Corpus Christi Bay. enoto Creaa:Nen McQueen 40 NOVEMBER 14, 2024 / CITY OF CORPUS CHRISTI IMPROVE GREEN AND OPEN SPACES74%of community meeting participants 3 rank this high priority* HOW WE GET THERE... 3.1. Promote exercise and health at playgrounds and utilizing rubber parks by adding more amenities and fall zone with concrete sub-base. activities. • Lindale Park- Renovate and 3.1.1 Implement the recommendations expand recreational center of the City's adopted 2022 Parks into a multigenerational facility and Recreation Master Plan for incorporating the existing senior improving existing parks. and recreational centers. • Casa Linda Park- Build new • Zepeda Park- Update the playground. basketball courts. • Sherwood Park- Upgrade current • Cullen Park- Improve sports playground equipment with the facilities,maintenance,new trees, installation of new shade structures new signage,loop trail,and natural over the new playgrounds and areas for landscaping and storm utilizing a rubber fall zone with water collection. concrete sub-base • Lamar Park- Update amenities, • Windsor Park- Upgrade current improve playgrounds,maintenance, playground equipment with the trails. installation of new shade structures • Cole Park-Complete master over the new playgrounds and planned recommended updates. utilizing a rubber fall zone with • Cupier Park- Upgrade current concrete sub-base. playground equipment with the • South Bay Park- Update with installation of new shade structures shade trees and lighting;update over the new playgrounds and basketball courts;repair sidewalk, utilizing a rubber fall zone with and add benches and shade concrete sub-base. structures. • Sam Houston Park- Upgrade • Botsford Park- New playground current playground equipment with mulch fall zone. with the installation of new • Price Park- Repair and update shade structures over the new *Percentages are based on responses received from the second Community Workshop held on September 8,2023 BAYSIDE AREA DEVELOPMENT PLAN 41 POLICY INITIATIVES parking lots,sidewalks,trails, lighting,fencing,signage, scoreboards,irrigation systems, buildings,structures,playing surfaces and other related improvements. • Garden Senior Center- Renovate and expand into mu ltigenerational �- facility. • Swantner Park- Develop a parks ' improvement plan. 3.1.2. Add more shade and seating to pocket parks and waterfront parks. Hans&Pat Suter Wildlife Refuge 3.1.3. Explore appropriate locations for Photo Credit:TAM000 watersport launches along the Bay. 3.1.3.1 Develop a"blueway" plan that would identify all current and potential water sport launch points within the city limits. 3.1.3.2 Create convenient paddling trail access points or boat launches in parks along waterways.All boat launches should be designed to serve an assortment of non-motorized watercraft, including electric motor boats, kayaks,and canoes, and should be in convenient locations for park vistors to a easily access. 7, f . j 3.1.3.3 Evaluate Swantner Park for a water sport launch, specifically wind foilingsft " which takes advantage of the K quick deepening and existing t - beach at this park. "corpus Christi is the No.1 place to kiteboard in North America and is in the top three in the Western Hemisphere."-Corpus Christi Caller Times Photo Credit:Alisso Mejio A NOVEMBER 14, 2024 / CITY OF CORPUS CHRISTI POLICY INITIATIVES L 3.1.4 Utilize the City's existing public art 3.2.1.1. Support and maintain program by showcasing local artists access to the Hans and and Bayside community branding in Pat Suter Wildlife Refuge parks. by completing repairs to internal trails within the 3.1.5 Add interpretation signage park and converting trails to paying homage to the indigenous a concrete,ADA-accessible Karankawa people around Hans and trail. Pat Suter Park. 3.2.1.2. Reconstruct the boardwalk 3.1.6 Ensure ADA accessibility at an elevated height similar throughout parks and surrounding to the one at the Oso Bay sidewalk networks. Nature and Wetlands 3.1.6.1 North Pope Park-add ADA Preserve so that it is less ramps from neighborhood impacted by storms/flooding, connections. improves bird watching,and reduces unsafe water access. 3.1.6.2 Evelyn Price Park- add ADA accessible seating and 3.2.1.3. Conduct shoreline sidewalks. management practices to stabilize and reduce further 3.1.7 Provide improved access points to erosion around the bay edge and viewsheds of Corpus Christi Bay of the park. and Oso Bay. 3.2.2. Explore the feasibility of a publicly 3.1.7.1 Preserve views of the bay at accessible multi-use trail around the the intersection of Ocean Dr. Oso Wastewater Treatment Plant. and Airline Rd.by purchasing 3.2.3. Coordinate with TAMU-CC for the the property or through University Beach improvements and other methods. the adjacent parking site. 3.1.7.2 Preserve views of the Oso 3.2.4. Assess opportunities to acquire Bay at Ennis Joslin Park 1 at additional wetlands along Oso Bay 6053 Ennis Joslin Rd. to preserve natural habitat and 3.2. Explore opportunities to enhance wildlife,support flood mitigation in open spaces in the Oso Bay area with the adjacent areas,and enhance the environmentally sensitive design. overall environmental well-being of Corpus Christi's watersheds. 3.2.1. Address updates needed at Hans 3 and Pat Suter Wildlife Refuge: .2.5. Develop more natural areas in existing parks per the adopted 2022 Parks and Recreation Master Plan. A possible pilot project could be at Cullen Park. BAYSIDE AREA DEVELOPMENT PLAN 43 POLICY INITIATIVES 3.3. Where drainage channels are installed, pit adopt a swale design rather than the outdated"v"type ditch where feasible. Swale design drainage channels allow parklike amenities,attractive pocket prairies,and sidewalks/bike paths while providingflood protection and wildlife habitat opportunities. Natural ground cover should replace concrete liners in existing drainage channels wherever possible. I 3.3.1. Storm drain improvements along Gollihar Rd.and S.Staples St.and channel improvements from Airline Recreational waterfront features can strengthen community Rd to Oso Municipal Golf Course to relationships with their environment reIievefloodingfor neigh borhoods Photo Credit:Berger Partnership and businesses. 3.3.2. Storm drain system improvements 3.3.6. Channel improvements along along Shephard Dr and across Carmel Pkwy from S.Staples St to Whitaker Dr and Cleopatra Dr to Corpus Christi Bay; and storm drain reduce neighborhood flooding. improvements along Santa Fe St to 3.3.3. Storm drain system improvements reduce neighborhood flooding. along Alameda from Ronson Dr 3.3.7. Storm drain improvements along to Glenmore Street to reduce Ashland Dr and Airline Rd from S neighborhood and street flooding. Alameda St to Corpus Christi Bay to 3.3.4. Storm drain system improvements relieve neighborhood flooding. along S. Port Ave,across Crosstown 3.4. Work with local animal care Expressway,and along Shely organizations to create and implement St; and culvert and storm drain an action plan to reduce stray improvements along Logan and and loose animals in parks and in Louisiana to reduce flooding west neighborhoods. of Crosstown and near Staples and Brownlee. 3.3.5. Culvert and channel improvements along Brawner Parkway from Ramsey Street to Corpus Christi Bay;and storm drain system improvements along Staples St from Buccaneer Dr to Brawner to relieve neighborhood flooding. NOVEMBER 14, 2024 / CITY OF CORPUS CHRISTI PRIORITIZE SAFE ' OR I 69%of community 11 meeting participants 4 FOR ALL rank this high priority* HOW WE GET THERE... 4.1 Continue efforts to repair existing streets in poor condition. 4.1.1 Ensure funding for traffic signal replacements and coordination. 4.2 Pursue construction of paved shared use paths along drainage channels - - that the community already uses for recreation, including feasbilitystudies as needed: Brawner, Louisiana, and Carmel Parkways and the Gollihar/ Cullen Ditch. - 4.2.1 Create safe street crossings for trails Brawner and other drainage greenways provide an opportunity for at: further investment into shared use paths to support existing uses. rl�o oeuit(_iiy of-Pus(J?i,, • Brawner Parkway at Kostoryz Road,Staples Street,and Alameda Officials(AASHTO)Guide for the Street. Development of Bicycle Facilities, • Louisiana Parkway at Staples Section 5.2.1"Width and Clearance" Street,Alameda Street,Santa Fe of being 10 to 14 feet wide and Street,and Ocean Drive. eight feet wide under certain • Carmel Parkway at Staples Street, conditions such as low pedestrian Alameda Street,and Santa Fe use or constrained right-This will Street. accommodate the safe separation of • Gollihar Road at Airline Road and walkers and bicyclists. Belmeade Drive. 4.2.3 Design and construct crossings over 4.2.2 Ensure the widths of shared use drainage channels to create better paths follow American Association connections between destinations of State Highway and Transportation and neighborhoods. *Percentages are based on responses received from the second Community Workshop held on September 8,2023 BAYSIDE AREA DEVELOPMENT PLAN N NNIS "a 12 g c �i z II N ;ON O N J 'a a_�i m u chi c cu Q ni _- A FII I J i�H a II ��o � \N ,.I a � K Qa IL VH83/)3 as a393M a393M j � m 07 1, � Z O� / � aaz�aolso� Qv _ - P�g�n a o� 46 NOVEMBER 14, 2024 / CITY OF CORPUS CHRISTI POLICY INITIATIVES 4.2.3.1 Improve the safety railing along the Fort Worth Street bridge over the Carmel Parkway drainage channel. 4.3 Make it safe,comfortable, and convenient for people of all ages and abilities to walk or use wheelchairs to get to key destinations like parks, schools,services,and work. - 4.3.1 Review the City's Americans with Disabilities Act(ADA) Master Plan and update the Plan if needed. 4.3.2 Construct and incentivize sidewalk Painted crosswalks in the Six Points area enhance pedestrian safety while beautifying the streetscape improvements in neighborhoods Photo Credit:Asokuro Robinsor through cost-sharing tools such as the City of San Antonio's Sidewalk 4.4 Make it safe,comfortable, and Cost-Sharing Program;establishing convenient for people of all ages and an in-house residential sidewalk abilities to bike to key destinations like construction team similar to the parks,schools,services,and work. City of Galveston's where residents only pay for materials and the city 4.4.1 Identify streets that have excess provides labor and equipment;and/ capacity for vehicle traffic and are or creating a residential sidewalk located where critical connections improvement district policy. for the pedestrian and bicycle networks are needed. Preliminary 4.3.3 Develop a list or map of missing candidate streets include but may sidewalks and prioritize the not be limited to: construction of sidewalks that lead to bus stops,parks,schools,services, . Gollihar Road between Greenwood and that implement the ADA Master Drive and S.Staples Street. Plan. . Alameda Street between Texan 4.3.4 Review the list of streets planned Trail and Ennis Joslin Road. for reconstruction against the list of . McArdle Road between Ennis Joslin needed sidewalks so that projects Road and Carroll Lane. can be funded and built together. . Ennis Joslin Road between South 4.3.5 Support TAM U-CC exploring the Padre Island Drive and Ocean Drive. feasibility of a bridge or boardwalk . Any four-lane undivided street that between the Main Campus and has been restriped to three-lanes Momentum Campus. for safety(see Item 4.5.7) BAYSIDE AREA DEVELOPMENT PLAN 47 POLICY INITIATIVES 4.4.2 Construct the right type of bicycle bike infrastructure and improved infrastructure needed in the right sidewalks as recommended by place.Use nationally recognized MobilityCC,page 106. guidance as the American Association of State Highway and 4.5 Reduce traffic crashes and ensure safe Transportation Officials(AASHTO) and efficient transportation systems. Guide for the Development of 4.5.1 Work with the Corpus Christi Bicycle Facilities and the National Metropolitan Planning Organization Association of City Transportation Officials(NACTO)guidebook (CCMPO)to develop the Regional Active Transportation and Complete Designing for All Ages and Abilities: Street Plan for adoption by the City Contextual Guidance for High- Council. Comfort Bicycle Facilities. 4.4.2.1 Use nationally recognized methods for safely separating bicycle riders from vehicles where vehicle speeds create a safety hazard. 4.4.2.2 Where there are bike paths,carefully design and construct street intersections with separate crosswalks for walkers and bikers. ` 3 4.4.3 Amend the Bicycle Mobility Plan to include protected bicycle paths along Ayers Street,Alameda Street, South Staples Street between Brawner Parkway and Gollihar Road,Gaines Drive,Santa Fe _ 7 Street between Ayers Street and . Doddridge Street;and Airline -� Road between Alameda and Ocean Drive.These streets are currently missing on the adopted Plan and can link future bike paths on drainage channels to high-density residential and key service areas. 4.4.4 Re-evaluate the design of Ayers Shifting space from road to sidewalk creates opportunities for Street between Baldwin Blvd.and incoporating public-oriented space into building frontage areas Port Ave.to provide protected NOVEMBER 14, 2024 / CITY OF CORPUS CHRISTI POLICY INITIATIVES 4.5.1.1 Ensure the plan incorporates specific cross-section design recommendations for all segments of the pedestrian and bicycle mobility - networks. 4.5.1.2 Identify priority segments of the mobility networks to incorporate into the CCMPO's financial plan,a requirement of all Federal and State transportation project construction funding, and the City of Corpus Curb extensions help to slow traffic by reducing lane widths at Christi Capital Improvement pedestrian crossings while offering beautification opportunities Plan(CIP). located at intersections or for on- 4.5.2 Review the City's Infrastructure street parking,chicanes,or traffic Design Manual and Unified circles. Development Code to maximize Average Daily Trip thresholds 4.5.5 Add features to the street to slow for each street type,particularly traffic around pedestrian crossings, Collector-type streets,so that such as curb extensions,pedestrian streets are not overbuilt when islands,or signage with lights or reconstructed. signals. 4.5.3 Test anti-speeding or"traffic 4.5.6 Complete up-to-date Average Daily calming"designs on streets in Trip(ADT) counts to select efficient, volunteer neighborhoods through economical,and safer designs for "tactical urbanism,"where street reconstruction projects. temporary low-cost traffic calming 4.5.7 Convert four-lane roads to three- measures are installed and tested lane roads(that is,one lane in each in advance of street reconstruction. direction plus a center turning Explore model programs like lane). Four-lane undivided roads Cincinnati's Paint the Streets are known to create dangerous program. conditions for drivers. 4.5.4 Recognize that speed humps and The following streets in the Bayside speed cushions are not the only area are strong candidates for this way to reduce vehicle speeds. low-cost,high-impact intervention: Update codes or policies to offer . Santa Fe Street between Ayers neighborhoods a full menu of nationally recognized traffic calming Street and Doddridge Street methods,such as curb extensions (already complete between Doddridge St.and Robert Dr). BAYSIDE AREA DEVELOPMENT PLAN 49 POLICY INITIATIVES • Texan Trail between Alameda Downtown/ Street and Staples Street. North Beach • Everhart Road between Tarpon Place and Alameda Street. • Gollihar Road between Staples Street and Airline Road. 0 • Staples Street between Buckaroo Trail to Leopard Street. • Ayers Street between Baldwin Boulevard and Staples Street at Six Points. • Morgan Avenue between Ocean 0 Drive and Airport Road. • Doddridge Street between S. Alameda Street and Pope Drive. 4.5.8 Evaluate and install improvements to reduce the high rate of crashes on A Bus Rapid Transit route is proposed in the CC Regional Transportation Authority's long-range system plan. Staples Street between South Padre Photo Credit:CCRTA Fleet Forward,December 2022 Island Drive(SPID) and McArdle Road followed by other SPI D intersections. 4.6 Work with the Corpus Christi Regional 4.6.2 Prioritize the construction of Transportation Authority to improve sidewalks in the Bayside that lead the safety, convenience,and comfort to bus stops,such as improvements of riding a public bus. to the intersection and sidewalks at Staples Street and McArdle Road 4.6.1 Support the CC Regional from Airline Road to Holmes Drive. Transportation Authority's development of a Bus Rapid Transit 4.6.3 Identify high-priority crosswalk (BRT) route connecting City Hall to improvements. TAM U-CC with other key locations 4.6.4 Prioritize ADA accessibility to bus along the route,such as Six Points, stops. La Palmera Mall,Southside Transfer Station,former Sunrise Mall,which 4.6.5 Amend the City's Unified is ripe for redevelopment. Development Code to allow commercial property owners to 4.6.1.1 Begin working on"transit reduce their parking requirement corridor design standards" when making space for bus stops or for future Bus Rapid Transit shelters. (BRT) routes within the City's Infrastructure Design Manual. 50 NOVEMBER 14, 2024 / CITY OF CORPUS CHRISTI POLICY INITIATIVES 4.7 Continue to improve Ocean Drive as the Corpus Christi Bay Trail,a premier trail that offers residents and visitors an opportunity to walk and ride bicycles while enjoying the bay views + and parks and connecting TAMU-CC to Downtown. 4.7.1 Hold a"ciclovia"event on Ocean Drive where a lane of traffic is closed temporarily for use by the community to walk or ride bikes on a slow Sunday. Consider doing this on the first Sunday of the month to coincide with the monthly Art Walk event held A child rides their bicycle on Ocean Drive in lanes closed for downtown. reconstruction. Photo Credit:City of Corpus Christi 4.7.2 Conduct a feasibility study for 4.7.4 Evaluate and design Ocean protected,and separate pedestrian Drive intersections that safely and bicycle facilities along the bay accommodate all users with side of Ocean Drive,assuming a 10- the following highest priority foot or more easement adjacent to intersections: the right-of-way. • Ennis Joslin Road 4.7.3 Install pedestrian-activated . Doddridge Road signalized crosswalks at key . Airline Road locations on Ocean Drive. Prioritize crosswalks that connect to City 4.7.5 Reduce the speed limit on Ocean parks,apartments,and condo Drive to 35 mph and incorporate buildings or places where there is a traffic calming measures or designs high density of users. for a lesser speed,which further protects bicyclists and pedestrians using crosswalks to the bayfront parks. 4.7.5.1 Allocate funding for traffic r - calming devices such as speed feedback signs,radars A to collect traffic data,and � a LED signs. 4.7.5.2 Identify high-risk pedestrian R k mid-block crossings for {: improvements.Crossings will be upgraded with ADA pedestrian ramps,crosswalk Ciclovia events involve temporarily closing a street to car traffic to pavement markings,and allow for bike and pedestrian use signage. Photo Credit:Flickr cLAvia Los Angeles BAYSIDE AREA DEVELOPMENT PLAN 51 01111I.- IfA INTRODUCE SUPPORT" 50%of community ' I OPTIONS meeting participants 5 rank this high priority* HOW WE GET THERE... 5.1 Develop a City infill reinvestment 5.1.7 Create a program or amend the policy with the following strategies. Unified Development Code to reduce the burden of having to 5.1.1 Continue to fund the City's recently combine lots into one larger lot overhauled Infill Housing Incentive ("replat")when property owners Program. are building a new structure in an 5.1.2 Support housing developers that build existing neighborhood. new homes in existing neighborhoods 5.1.8 Create a Property Improvement by waiving fees such as building Program to help reduce regulatory permit,plan review,solid waste,and barriers that low-to moderate- utility taps. income households experience when 5.1.3 Develop a process for the City to trying to improve their houses/ acquire abandoned properties property. and prepare them for future infill development. N. 5.1.4 Create a resource available to the u public that identifies residential i t homes or vacant lots for purchase �� to promote infill development of +y+llit= available properties. il Imisfliuflil i 5.1.5 Evaluate a streamlined permitting ` _ ■ I�[ �'�:, process for accessory dwelling units (ADUs)such as a pre-permitted design _ "catalog"and continue to evaluateI necessary code amendments to support ADUs. ==' 5.1.6 Develop pre-permitted residential plan designs that could be applied on Increasing middle housing options,such as the townhomes pictured infill residential lots. above,provide housing opportunities to a broader market *Percentages are based on responses received from the second Community Workshop held on September 8,2023 52 NOVEMBER 14, 2024 / CITY OF CORPUS CHRISTI POLICY INITIATIVES - -L 5.1.8.1 Evaluate implementing -' a"tangled title"or title remediation program to F provide legal assistance r to low-income residents to obtain a clear title to a property they have inherited. . Having a clear title is r essential to keep residents „ housed,allows the owner to benefit from the ability to sell their property,and enables them to apply for housing grants offered by Accessory Dwelling Units(ADUs)are a valuable housing option for the City. increasing residential density in existing residential areas Photo Credit:Horka 5.1.8.2 Reduce or rebate rezoning 5.2 Create opportunities and incentives fees for properties within for the construction of the missing single-family neighborhoods middle housing types,such as whose current zoning duplexes,triplexes,and multiplexes. prohibits single-family uses and where the rezoning 5.2.1 Allow parking requirement complies with rezoning reductions for redevelopment criteria.In some recent projects. cases,a property owner has had to rezone their lot to a 5.2.2 Provide public training opportunities residential zoning district to support adaptive reuse of vacant despite being in asingle-family buildings,infill,and small-scale neighborhood to build a new development. house or an addition to an 5.2.3 Develop an adaptive reuse policy existing home.Rezoning can that would direct developers cost around$1,500 and 2.5 to interested in redeveloping three months. abandoned buildings into infill multi- 5.1.9 Partner with other government family housing developments. entities to assess whether using 5.3 Develop a housing assessment with Public Facility Corporations(PFCs) local higher education institutions. or developing vacant government- owned land is a viable option for 5.3.1 Work with developers to consider creating affordable workforce locating student housing within a housing. mixed-use area or build mixed-use housing with supportive services. 5.3.2 Support housing development near transit. BAYSIDE AREA DEVELOPMENT PLAN 53 POLICY INITIATIVES 5.3.3 Evaluate parking reductions for 5.6 Support preservation of historic students near transit or near homes. in accordance with the City's campus. adopted Historic Preservation Plan. 5.3.4 Encourage university housing 5.6.1 Establish an incentive program development within the Sunrise Mall for rehabilitating and preserving redevelopment opportunity. historic homes,especially in 5.4 Support aging in place. targeted neighborhoods identified in the Historic Preservation Plan(ex: 5.4.1 Work with the Area Agency for tax abatements). Aging and area non-profits to 5.6.1.1 Determine goals for local tax implement home modifications for seniors,such as ramps, bathroom incentive programs. updates,and other common 5.6.1.2 Identify programs in other modifications. cities that can serve as good 5.5 Develop a tool kit for housing models. renovation. 5.6.1.3 Develop a proposal for consideration by City staff. 5.5.1 Identify and evaluate tools such as loan,grant and education programs 5.6.1.4 Engage with the community for qualified housing improvements. through multiple meetings as appropriate to explain 5.5.2 Continue to provide grants for the goals,proposed Minor Home Repair to assist low- responsibilities and income or elderly homeowners to benefits associated make needed home repairs. with each program,and 5.5.3 Preserve Development Services' implementation plan/ Contractor STAR(Safety,Training, schedule;answer question Accountability,and Registration) and gather feedback. Make program to provide homeowners revisions as necessary. with an additional means to find 5.6.1.5 Bring proposal to the qualified contractors based on their Landmark Commission, service lines. Planning Commission, 5.5.4 Create a tool rental program and City Council for modeled after San Antonio's Tool consideration. Shed Program that would collect 5.6.1.6 After approval,develop a a variety of hand and gas power communications strategy tools that can be used at no cost to make property owners by residents,businesses,and aware of the program and community groups to clean and improve their properties. 54 NOVEMBER 14, 2024 / CITY OF CORPUS CHRISTI POLICY INITIATIVES - 'A to encourage participation, measure interest and response,etc. 5.6.1.7 Plan to collect data that is needed for annual reports to City officials. 5.6.2 Evaluate designating areas,such as Ocean Drive and the following neighborhoods: Del Mar,Six Points, Bessar Park,Morningside/Bellavida, and Lamar Park,as local historic districts 5.6.3 Continue to support the Historic Preservation Officer working with neighborhoods to conduct historic building surveys at Morningside and Del Mar subdivisions. 5.7 Support efforts to provide resources to help the unhoused. 5.7.1 Evalutate funding permanent supportive housing,which would provide indefinite housing or rental assistance combined with supportive services for disabled persons experiencing homelessness so that they may live independently. 5.7.1.1 Work with the Texas Balance of State Continuum of Care to increase the amount of funds available to the community. 5.7.1.2 Any awarded funding would be administered locally or distributed to providers. BAYSIDE AREA DEVELOPMENT PLAN 55 PUBLIC INVESTMENT INITIATIVES w r r a r � IJ ■ ■ - 11 pill PUBLIC INVESTMENT INITIATIVES Public Investment Initiatives are Short term projects are typically actionable improvements to the built or natural at the time of plan adoption and should be environment that align with the vision of pursued within a time frame of 1 to 5 years. this plan and help support the physical They tend to be lower cost,often being development necessary to accomplish funded by existing revenue sources or the plan's goals.The initiatives described funding mechanisms, and are smaller scale, in this section are in direct relation to reducing implementation challenges. the City's capital improvement planning Medium term projects are often larger efforts and annual budget.While some scale and require greater funding and of these initiatives come directly from support to implement. Generally expected the City s Capital Improvement Budget to be undertaken within the next 5 to 10 and supporting documentation,others years, they will require greater planning originate from the public input received and organizational effort. during the engagement process and are presented here with the intention of Long term projects are those that do not integrating new, public-driven projects into yet have a set time frame, are reliant on future City capital improvement planning the completion of other projects, or will efforts. otherwise not realistically be actionable To articulate how these Public Investment within the next 10 years.They are often Initiatives should be implemented over larger scale, more ambitious efforts time,they have been broken down into with high potential benefit and should three categories: short term (1-5 years), be continually revisited and revised as more short to medium term projects are medium term (5-10 years), and long term (10+years). completed. BAYSIDE AREA DEVELOPMENT PLAN 57 SHORT TERM (1-5 YEARS) # PROJECT NAME PROJECT NAME PARK i . , . . Ocean Drive/Airline Road Intersection Improvement Project P1 H.E.B.Park Improvements, ......................................................................... Pool Resurfacing&Parking Lot S9 Ocean Drive/Airline Road Intersection Bike/ ...........:...........................................................................: • ; Pedestrian Safety Improvements P2 Cole Park Plaza Shade Structure S10 ' Gaines Street Bike/Pedestrian Improvements to Louisiana Parkway Trail Design&Construction : Brookdale Park . ............................................................................. .... . :... ••` ....... .... ....... ... ...................... P4 Cupier Park Improvements ........ ........................................................................... Santa FeStreetMuIts-M daf Design& Sil P5 Sam Houston Park Improvements Reconstruction(Ayers to Dodd ridge) ......................................................................................... ........... ........................................................................ P6 Lindale Park Improvements S12 Tompkins/Fig Street Safety Improvements :...........:...........................................................................: :...........:...........................................................................: P7 Casa Linda Park Improvements Brawner Parkway Reconstruction .......................................................................................: : S1. 3 P8 Sherwood Park Improvements (Ramsey to Alameda) . ............... ........................................................................: ......................................................................................... P9 ; Lamar Park Improvements S14 SPID Intersection Traffic Safety Improvements : . . ............................................................. ..: ......................................................................................... • P10 Windsor Park Improvements S15 Robert Dr.Sidewalks for Bus Stops :........... ...........................................................................: . . P11 Swantner Park Master Plan (Alameda St to Ocean Dr) (A Gollihar/Cullen Ditch Multi-Use Trail S16 Gollihar Rd.Reconstruction : (Airline Rd to Belmeade Dr) ' Koolside Park Sidewalk/Trail :.......................................................................................: ............................................................. S17 Neyland Library Traffic Safety Improvements P14 Swantner Park Water Sports Launch Alameda Street Reconstruction and Bike/ Brawner Parkway Trail Design&Construction S18 Pedestrian Improvements(Everhart to Airline, ........................................................................... : P16 South Bay Park Improvements ...........: including Avalon) : : . .............................. Elizabeth . ......................................................................................... . . ............................................. P17 Botsford Park Playground S1 coon .. ................................................................ ..........: Street econs ru P18 Price Park Parking Lot Improvements........... (Santa Fe St to Staples St) ........................................................................................: ...... ....................................................................... P19 Oleander Park Parking Lot Improvements : S20 : Alameda Street Reconstruction ...........:...........................................................................: : (Dodd ridge St to Everhart Rd) . . . ........................................................................................: P20 Swantner Park Parking Lot and Lighting Ocean Drive Maintenance Program&Median Improvements S21 Improvements : : ..........................................................................: : : Hans&Pat Suter Wildlife Refuge Improvements: S22 Ocean Dr.Bike&Pedestrian Improvement Plan Parking Lot,Lighting,Trail&Erosion . S23* Complete Streets,Active Transportation,& P22* Urban Forest Management Plan Micro-Mobility Plan(CCMPO) . . . ........................... . . . . . . . . .. ................................................................... P23* , Fundin for Urban Trees g Combined Santa Fe St./Alameda St./Ocean Dr. .......... . . .OVEMENTS Traffic Analysis STREET IMBrownlee Boulevard Reconstruction(Staples St UTILITY/INFRASTRUCTURE IMPRO to Morgan Ave) ..........................................................................: : U1 Morgan,Louisiana,and Brawner/ProctorOutfal s' asI South Staples Street Reconstruction(Kostoryz Assessments ......... ........................................................................ Rd to Baldwin Blvd) ............................................................................ : U Hewitt Place/Santa Fe Street Wastewater Line e Pla a ste Swantner Drive Reconstruction(Texan Trail to Upsizing(Consent Decree priority) Indiana Ave) 36"Twin Wastewater Line Rehabilitation within ..........................................................................: Alameda Street Reconstruction(Louisiana U3 Oso Golf Course(Consent Decree priority) : ...........:......................................................................... Parkway to Texan Trail) U4 : Ocean Drive Bridge.....................: : Replacement(TxDOT) . . ......................................................................................... Alameda Street Design and Reconstruction Cole Park,Louisiana,&Morgan Bay Water Project U5* Quality Improvements/Trash Interceptors (Texan Tr to Dodd ridge St) :..................................................................................... • ••••••••••••••••••••••••••••••••••••••••••••••••........................•. U6* Wastewater Capacity Constraints Projects McArdle Road Reconstruction (Carroll Ln to Kostoryz Rd) U7* ; Bay Erosion Plan : . . ................................................................................: Everhart Road Reconstruction : U8* ; Water Line Replacements(Citywide) .....................................................................................; . ................. (SPID to Alameda St) ` IMPROVEMENTS .......................................................................: * indicates projects with a location that is still being Fire Station#3 Replacement determined or are not location specific Fire Station#8 Replacement 58 NOVEMBER 14, 2024 / CITY OF CORPUS CHRISTI P3 q� - k- ! � P 15 At a� P 12 ,t, CAR {i-STti Ry P 13 t P21 Y � PUBLIC INVESTMENT INITIATIVES MID-TERM (5-10 YEARS) 1 # 1 PROJECT NAME # :: PROJECT NAME . , Staples St./McArdle Intersection& PARK AND TRAIL IMSidewalk Improvements(Airline Rd to Price Park Sports Complex Holmes) :•Improvements . . ...................................................: ............•• Gollihar Rd.Reconstruction&4to 3 Lane Lindale Multi generational Recreational P25 g Conversion Evaluation Facility ............ ................... ..........................................: (Airline Rd to Staples St) . . . . . .............................................................: P26 Ropes Park Shoreline Erosion Carmel Parkway North&South(Staples Improvements St to Ft Worth St) : ............................................................... . . ................................................................ . P27 Doddridge Park Shoreline Erosion Bus Rapid Transit Traffic Signal Improvements Synchronization and Prioritization Zepeda Park Basketball Court (Staples/McArdle/EnnisJoslin/Ocean) . . .................................................................: P28 ; Improvements Sidewalk Connectivity Assessment ............. ...................... P29 ' Oso Golf Course Club House Implementation,Phase 1 : Improvements UTILITY/lINFRASTRUCTURE IMPROVEMENTS Swa p.........................................................: ` ntner Park Shoreline Erosion P30 Brawner Parkway Drainage Channel Improvements FImprovements .......................... ... Poenisch Park Shoreline Erosion ` ••••••••••••••••••••••••••••••••••••........................••••. P31 : Improvements Oso Wastewater Treatment Plant ..... .................: Improvements Karankawa People Interpretative P32 Gollihar Road Storm Water Culvert Signage Project : U10 ......••••• ••••••••••••........................•• ; Improvements(Staples St to Airline Rd) Hans and Pat Suter Wildlife :. ..........................................................................: Carmel Drainage Channel Improvements P33 Refuge: Elevated Boardwalk,Benches, : U11 &Trail (Design Only) Observation Blinds :...........:................................................................: Cole Park Improvements-Phase 1-2-3 U12 * astewater/Water Line Replacements P34 (Construction) (Citywide)................................................. ....... .:.. Nature-Based Storm Water Solutions at : U13* Wastewater Capacity Constraints Cullen Park Projects IMPROVEMENTSHEALTH & SAFETY IMPROVEMENTS STREET ='S25 Alameda Street Reconstruction(Staples Fire Station#11 Replacement St to Coleman Ave) ................................................................. ................ ............................................................... S26 Ayers Street Intersection and Sidewalk Improvements(Port to Gollihar) .. ........................................................................... 527 Kosar Street Reconstruction(Staples St to Naples St) . .................................................................: Norton Street Reconstruction *indicates projects with a location that is still being (Kostoryz Rd to Ramsey St) determined or are not location specific 60 NOVEMBER 14, 2024 / CITY OF CORPUS CHRISTI M i_.._-. ICE' _--•-� �. ��Eg91Si �J 8g1q�H ,,.� �• Py� �. Rr4q. �54p�p T � � N � G QM E - 9o0oy�41•T �.44L 41 r�, t • g r P l . a Y � PUBLIC INVESTMENT INITIATIVES LONG-TERM (10+ YEARS) PROJECT PARK AND TRAIL IMPROVEMENTS IMPROVEMENTS P35 ` Swantner Park Improvements U12 Carmel Parkway Drainage Channel Master Plan : Improvements&Trail (Construction) : :................................................................: :...........:................................................................: Trail Around Oso WW Treatment Plant/ Alameda Street Storm Water Culvert TAMUCC Momentum Campus U13 Improvements(Ronson Dr.to Oso Golf ................................ . P37 University Beach Improvement Project : Course) (TAMUCC) : U14 'Airline Road Storm Water Culvert .......................................................... .. P38 Intercampus Boardwalk Project Improvements St.Pius Dr.to Ocean Dr.) (TAMUCC) Erosion Protection Improvements on ............................................................................: U1 5* : City-Owned Land P39 ; Neyland Library Expansion :............ ...................................................: i U16* :Wastewater/Water Line Replacements STREET (citywide) GolliharStreet4-to-3Lane Evaluation 17* as w •er pa • ••• •• Wastewater Capacity Constraints (Greenwood Dr to Staples St) : Projects ............................................. S34 ' Staples Street Bike Infrastructure' HEALTH & SAFETY IMPROVEMENTS (Brawner Pkwy to Gollihar Rd) .. ........................................................................... Carmel Parkway Trail Intersection New Police Substation S35 Improvements ............................................................................: S36 ` Alameda St.Reconstruction(Airline Rd to Parade Dr) ...........:................................................................: S37 Bike Loop(Ennis Joslin Rd/Alameda St/ Airline Rd/Ocean Dr) :...........:................................................................: S38 `Alameda St.Reconstruction(Parade Dr to Ennis Joslin Rd) :...........:................................................................: S39 Ennis Joslin Road/Ocean Drive Intersection Improvements ...........:................................................................: S40 Ocean Drive Bike Improvements (Ennis Joslin Rd to TAMUCC) :............................................................................: S41* Sidewalk Connectivity Assessment *indicates projects with a location that is still being Implementation,Phase 2 determined or are not location specific ...........:................................................................: 62 NOVEMBER 14, 2024 / CITY OF CORPUS CHRISTI Bl i'p e _.S,PNP Eq�s� y ' t PUBLIC INVESTMENT INITIATIVES S39 r P- � • FPS y f Y0 DEVELOPMENTBAYSIDE AREA PUBLIC INVESTMENT INITIATIVES BICYCLE MOBILITY PLAN AMENDMENTS PROJECT NAME BIKE IMPROVEMENTS TYPE Ayers(Port Ave to Ocean Drive) One-way cycle track(both sides) . .................................................................:................................................................ : Alameda(Ayers to Ennis Joslin) One-way cycle track(both sides) . .................................................................:................................................................: Santa Fe(Ayers to Robert) One-way cycle track(both sides) . .................................................................:................................................................ : Staples Street(Brawner to Gollihar) One-way cycle track(both sides) . .................................................................:................................................................: Gaines(Airline to Robert) Multi-use side path . ................................................................. ................................................................: Airline(Alameda to Ocean) One-way cycle track(both sides) . ........:................................................................:................................................................: Current Bicycle Mobility Plan - 64 NOVEMBER 14, 2024 / CITY OF CORPUS CHRISTI MRRQAN '.. �k. d A"4- t ti r �a "r Y � ALAMIDA STREET � CONCEPT DESIGNS U ALAMEDA STREET CONCEPT DESIGNS The City of Corpus Christi and residents •Alameda Street at Ennis Joslin Road of the City have expressed a need and interest in improving pedestrian and >> A proposed off-street trail along the bike connectivity and mobility within northern boundary of the Oso Bay Bayside.Alameda Street was selected as Golf Course one of the key corridors that connect to >> Proposed landscaped road medians various neighborhoods within Bayside along Alameda Street, including a that should be prioritized in right-of-way pedestrian island on Ennis Joslin, improvements. closing off the right-turn lane Concepts for the following three segments >> Proposed crosswalks throughout the of Alameda Street were designed to improve safety and mobility on Alameda area Street,with key features including: •Alameda Street at Texan Trail Proposed bike lanes on both sides of Alameda Street Addition of a mid-block crosswalk W between Texan Trail and Rossiter Street Additional trees planted along - Alameda Street •Alameda Street at Avalon Street Vehicular road closure at the intersection of Alameda Street and Avalon Street Proposed bike lanes on Everhart Road, Robert Drive, and Avalon Street Corpus Christi RTA shuttle bus on Alameda Street More trees and landscape in the area BAYSIDE AREA DEVELOPMENT PLAN . � � IALAMEDA CONCEPT DESIGNS Of ALAMEDA - TEXAN TRAIL STREET IMPROVEMENTS ------------------------------------------------------------------ I - Proposed Crosswalk ........... ................................................................ 2 Proposed Bike Lane .............................................................................. ........... --------- Existing Crosswalk ................. 4M Traffic Light ........... ................................................................ Existing Bus Stop ........... ................................................................ OProposed Tree Yellow Lane Divider ........... ................................................................ Proposed Bike Lane Parcel ........... ................................................................ a;= 13 0 7' 8. 6' 2,5' 111 10, 111 10, 111 25 6' 8. 7' 1 1, lie ER ai Right-of-Way Section for Alameda St. 68 NOVEMBER 14, 2024 CITY OF CORPUS CHRISTI ALAMEDA CONCEPT DESIGNS I n � co E N _ .. _ .. _ .. _ .. _ .. 1 � �����1111111I.A — ROSSITERST _ .. j� rliD o « w J Q r=r ;w Ns A _ TEXAN TRAIL ML BAYSIDE AREA DEVELOPMENT PLAN 69 ALAMEDA CONCEPT DESIGNS ALAMEDA - AVALON AREA STREET IMPROVEMENTS ..........I----------------------------------------------------------------- Proposed Sidewalk 2 Proposed Bike Lane ........... ................................................................ 3 Proposed Landscape 4 Reorganized Avalon/Alameda Connection ........... ................................................................. LEGEND Existing Crosswalk 4 Traffic Light Existing Bus Stop Proposed Bus Stop OProposed Tree Proposed Sidewalk ........... ................................................................ Yellow Lane Divider Proposed Bike Lane ........... ................................................................ Parcel .............................................................................. 70 NOVEMBER 14, 2024 CITY OF CORPUS CHRISTI ALAMEDA CONCEPT DESIGNS +, f N 04 Lit a s • wo Y O LL lop of, .. j. 'Fir .LU f 1 j { x � 11111 1111 11991 � IIr, , BAYSIDE AREA DEVELOPMENT PLAN 71 ALAMEDA CONCEPT DESIGNS kw ALAMEDA - ENNIS JOSLIN STREET IMPROVEMENTS - ------------------------------------------------------------------------- 1 Proposed Crosswalk ........... ................................................................ 2 2-Way Cycle Track 3 Road Median ........... ................................................................. LEGEND .................................. Existing Crosswalk 4 Traffic Light ........... ................................................................ Existing Bus Stop ........... ................................................................ Existing Road Median ................. Proposed Landscaped Road Median Proposed Off-Street Trail ........... ................................................................ Yellow Lane Divider Existing Bike Lane ........... ................................................................ Parcel .............................................................................. IL72 NOVEMBER 14, 2024 CITY OF CORPUS CHRISTI ALAMEDA CONCEPT DESIGNS co �i '♦ / \ / ♦ o sO / o 04, COUNTRY CLUB DR I . I I I I \ BAYSIDE AREA DEVELOPMENT PLAN 73 r- r Bayside PLAN cc ARFA DFVF«PMFN7 VLAM Bayside PLAN CC AREA DEVELOPMENT PLAN City Council Public Hearing ✓ December 3, 2024 Nuecps Bay City of Corpus Christi 181 Bayside Area Development Plan Bayside District Boundary Leo pa rd up- ngne: Bai �Bfi ah"'a iNargan Corpus Christi Baya Bayside qpp Texas ABMUnivemity Cnrpuc Christi c rA�O c� a Oso N Buy Bayside ADP Area 4g Acreage=10,653 o h 0aa 5quare Miles=16.5 .known ` / BaysideADP City Limits / C 12S b s Pdiles ADVISORY COMMITTEE SURVEY #1 ,�,��' ADVISORY COMMITTEE MEETING #1 MEETING #2 ' The Advisory Committee met to review � � The committee reviewed demographics � � � An online survey was launched to � draft vision themes,policy initiatives, and existing conditions of[he study _ gather input from the community r future land use plan,and guided next area. regarding the existing conditions and � steps for potential action items and visions for Bayside. public investment. . . 1 • ADVISORY COMMITTEE COMMUNITY MEETING #1 FOCUS GROUP MEETINGS � MEETIN6 #3 Frve FocusGroup Meetings The Advisory Committee reviewed The community provided feedback on were tondutted to get fuKher � � � � the Vision Themes.Policy Initiatives. � � input on Bayside's opportunities and provided feedback ort the ADP future land use,and trans nation _ Po for Commercial Development, Action Steps.Alameda Concept opportunities. Parks.Environmental Resiliency. Plans.and the vision renderings. Transportation,and Housing. \ f COMMUNITY MEETING #2 SURVEY #2 � ADVISORY COMMITTEE �. MEETING #4 The community had an oDDortunity to An online survey was launched to A D O P T I O N learn more about and provide feedbxk � I � � on the Bayside Area Development Plan gather community feedback on the � Review the final draft of the Bayside and take the online survey. — draft plan. _� Area Development Plan I o r .................................... ...........*'*"'*"*............*........ ...................................... POLICY INITIATIVES ............ .................... ....................... ..............r................................ .............................. WWI w-wil .................................. ............. ............. ........................ ......................... NNW WU W Nxe ................................... ............................ ................ ......... .............................. �FIEN SPACES L ............................ ............................................................... .............. LL -ZANSPORTATION FOR ..................... ........... .................................... .............. .............................. .............. ......................................................................................... ............ Se o° a o� A F U NCOgpOPPT E AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting December 03, 2024 DATE: November 21, 2024 TO: Peter Zanoni, City Manager FROM: Arturo Marquez, CEcD Ms. Econ, Director of Economic Development Arturom3kcctexas.com (361) 826-3885 Public Hearing and Resolution authorizing the creation of the Mirabela Public Improvement District CAPTION: Public Hearing concerning the creation of the Mirabella Public Improvement District (PID), pursuant to the provisions of chapter 372 of the Texas local government code Consideration and approval of a resolution by the city council of the City of Corpus Christi, Texas authorizing the creation of the Mirabella Public Improvement District (PID); resolving other matters incident and related thereto; and providing an effective date. SUMMARY: Public hearing and Resolution authorizing the creation of the Mirabella Public Improvement District (PID); resolving other matters incident and related thereto; and providing an effective date. BACKGROUND: A Public Improvement District (PID) is an economic development tool that enables an assessment to be placed on a property which is used to fund/reimburse capital costs to facilitate higher quality projects with better and more amenities that would have been constructed otherwise. Authorized PID improvements include but are not limited to water, wastewater, street, sidewalk, parking, and parks improvements. The City of Corpus Christi's City Council adopted a Public Improvement District (PID) policy to guide the creation of City PIDs in March 2023. On October 18, 2024, a PID application and petition were received for the proposed Mirabella development. The 300-acre development will have 1 ,154 units ranging from single-family, multi- family, and rental residential housing, as well as 23.53 acres of parks that include 13.4 miles of hike and bike trials. The development includes amenities such as a community center, community resort-style pool, and recreation fields for residents to play baseball, pickleball, and basketball. The development anticipates a 10-year buildout in six phases with an estimated completion by 2036 and an anticipated taxable value of approximately $467 million at full buildout. In addition to the PID, the City is considering the creation of a Tax Increment Financing Zone (TIRZ) to support development of not only this development but other development in this area. Texas Local Government Code (LGC) 372.005 requires the PID petition to state (1) the general nature of the proposed improvement; (2) the estimated cost of the improvement; (3) the boundaries of the proposed assessment district; (4) the proposed method of assessment, which may specify included or excluded classes of assessable property; (5)the proposed apportionment of cost between the public improvement district and the municipality or county as a whole; (6) whether the management of the district is to be by the municipality or county, the private sector, or a partnership between the municipality or county and the private sector; (7) that the persons signing the petition request or concur with the establishment of the district; and (8) that an advisory body may be established to develop and recommend an improvement plan to the governing body of the municipality or county. Texas LGC 372.009 requires a public hearing before a public improvement district may be established and improvements provided by the district may be financed. City Council held the required public hearing prior to considering action during this meeting. Notice of the hearing was published in the Caller-Times newspaper on November 10, 2024. The publication was made before the 15t" day before the date of today's hearing as required by law. A written notice containing the required information outlined in Sec. 372.009 (c) will be mailed to the property owner(s). Texas LGC 372.007 authorizes the City to utilize the services of a consultant to prepare a report to determine whether an improvement should be made as proposed by the filed petition or whether the improvement should be made in combination with other improvements authorized by Tx LGC 372. The City has engaged P3Works and Norton Rose Fullbright, LLS, LLP to assist in the establishment of the district, drafting the Service and Assessment Plan and provide ongoing administration and annual updates to the Service and Assessment Plan after the levy of assessments. On the October 29, 2024 council meeting the city council considered and approved resolution of the City Council of the City of Corpus Christi, Texas, accepting a petition to create the Mirabella Public Improvement District; calling for a public hearing under section 372.009 of the Texas Local Government Code for the creation of the Mirabella Public Improvement District within the extraterritorial jurisdiction of the City of Corpus Christi, Texas; to consider the feasibility and advisability of establishing the district; authorizing and directing the publication and mailing of notices of the public hearing; providing for a severability clause; and proving an effective date. PROCUREMENT DETAIL: N/A ALTERNATIVES: City Council could decide to deny or delay action to approve the creation of the Mirabella PID FISCAL IMPACT: There is no fiscal impact for this item currently. FUNDING DETAIL: N/A RECOMMENDATION: Staff recommends approval of the resolution authorizing and creating the Mirabella Public Improvement District. LIST OF SUPPORTING DOCUMENTS: Resolution RESOLUTION NO. A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS AUTHORIZING THE CREATION OF THE MIRABELLA PUBLIC IMPROVEMENT DISTRICT; RESOLVING OTHER MATTERS INCIDENT AND RELATED THERETO; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Chapter 372,as amended,Texas Local Government Code(the Act)authorizes the creation of public improvement districts and the levy of assessments against property within the district to pay the costs of public improvement projects that confer a special benefit on property within such district; and WHEREAS, owners of approximately 297.148 acres of real property (the Property)within the extraterritorial jurisdiction of the City of Corpus Christi,Texas (the City) delivered to the City Council (the City Council)a petition(the Petition)indicating that(i)the owners of more than 50% of the appraised value of the taxable Property liable for assessment, and (ii) the owners of more than 50% of the area of all taxable Property liable for assessment(the Petitioners),have executed such Petition requesting that the City create a public improvement district within the corporate limits of the City to be known as"Mirabella Public Improvement District"(as further described in Exhibit A hereto,the District); and WHEREAS,the Petition,has been examined,verified, and found to meet the requirements of Section 372.005(b) of the Act and, except as herein stated, the City's Public Improvement District Policy adopted on March 31, 2020 (the PID Policy), and the Petition is found to be sufficient for consideration by the City Council; and WHEREAS,it is contemplated that bonds secured by revenues generated from assessments levied on certain specifically benefitted portions of the Property will be issued to finance certain public improvement projects within the District in accordance with the Act and such bonds will have a term of more than twenty (20) years, which is the maximum maturity for each series of bonds pursuant to the PID Policy; and WHEREAS, the Petitioner has requested that both assessment revenues and certain tax increment revenues be utilized to finance the Authorized Improvements (as defined herein) and that the City consider the use of certain tax increment revenues in a structure that may result in a minimum appraised value to assessment lien ratio of less than 3.1; and WHEREAS, after providing the notices required by Section 372.009 of the Act, the City Council,on December 3,2024,conducted a public hearing on the advisability of the improvements and services to be providing within the District; and 203293272.4 - 1- WHEREAS, after all persons having an interest in the creation of the District were given the opportunity to be heard, the City Council closed the public hearing; and WHEREAS, the City Council has determined that the approval of this Resolution is in the best interest of the City and its residents; and BE IT RESOLVED BY THE CITY COUNCIL OF CITY OF CORPUS CHRISTI,TEXAS THAT: SECTION I: The Petition submitted to the City by the Petitioners was filed with the City Secretary and complies with Section 372.005 of the Act. SECTION 2: Pursuant to the requirements of the Act, the City Council, after considering the Petition for the proposed District and the evidence and testimony presented at the public hearing, hereby finds and determines: (a) Advisability of the Services and Improvements Proposed for the District. It is advisable to create the District to provide the services and improvements described in this Resolution, and the services and improvements will contribute to the public health, safety, and welfare. (b) Nature of the Services and Improvements. The general nature of the services and improvements to be performed by the District is: (i) design, engineering, construction and other allowed costs related to street and roadway improvements,including sidewalks,drainage,utility construction and relocation, signalization,landscaping, lighting, signage, entry monuments, off-street parking and right-of-way; (ii) design, engineering, and construction and other allowed costs related to improvement of parks and open space, together with any ancillary structures, features, or amenities such as trails, playgrounds, walkways, artwork, lighting, and similar items located therein; (iii) design, engineering, construction and other allowed costs related to sidewalks and landscaping,and hardscaping, fountains, lighting and signage; (iv) design, engineering, construction and other allowed costs related water, wastewater and drainage (including detention); (v) acquisition, by purchase or otherwise, of real property in connection with any Authorized Improvement; (vi) design, engineering, construction and other allowed costs related to projects similar to those listed in subsections (i)—(v) above authorized by the Act, including off-site projects that provide a benefit to the property within the District(the Subject Property); (vii)special supplemental services for improvement and promotion of the District that are allowed or permitted by the Act, including services relating to advertising, promotion, health and sanitation, water and wastewater, public safety, security, business recruitment, development,recreation, and cultural enhancement; (viii)payment of costs associated with establishment, administration, and operation of the District and those related to operating and maintaining the Authorized Improvements; and (x) payment of costs associated with developing and financing the Authorized Improvements, and costs of establishing 203293272.4 -2- administering and operating the District which may include but are not limited to, costs associated with issuance and sale of revenue bonds secured by assessments levied against the Property(collectively,the Authorized Improvements).These Authorized Improvements shall promote the interests of the City and confer a special benefit on the property with the District. (c) Estimated Cost of the Authorized Improvements. The estimated total costs of the Authorized Improvements, together with bond issuance costs, eligible legal and financial fees, eligible credit enhancement costs and eligible costs incurred in establishment, administration and operation of the District, is $110,600,000.00, which costs shall be paid by assessment of the property owners within the proposed District. The developer of the Property(the Developer)will be obligated for the costs of certain specified Authorized Improvements within the District. The City will not be obligated to provide any funds to finance the Authorized Improvements, other than from assessments levied on real property within the District,if created. The City and the Developer may be reimbursed for the costs of certain specified Authorized Improvements from assessments levied within the District.No City property in the District shall be assessed. The Developer may also pay certain costs of the Authorized Improvements from other funds available to the Developer. To the extent bonds secured by revenues generated from assessments levied on certain of the Property will be issued to finance certain projects within the District, the term of such bonds may be for a term up to thirty (30)years,which is in excess of the maximum maturity for each series of bonds pursuant to the PID Policy. (d) Boundaries. The District is located in the extraterritorial jurisdiction of the City of Corpus Christi, Texas and its boundaries are described in Exhibit A hereto. (e) Method of Assessment. The City shall levy assessments on each parcel within the District in a manner that results in the imposition of an equal share of the costs of Authorized Improvements for each parcel within the District similarly benefitted by such Authorized Improvements. The proposed method of assessment shall be determined by the City in accordance with the provisions of the Act in a manner that results in imposing equal shares of the cost on property similarly benefitted. All assessments may be paid in full at any time (including accrued and unpaid interest, if any), and certain assessments may be paid in annual installments(including accrued and unpaid interest,if any). If an assessment is allowed to be paid in installments, then the installments must be paid in amounts necessary to meet annual costs for those Authorized Improvements financed in part by the assessment, and must continue for a period necessary to retire the indebtedness on those Authorized Improvements (including any interest and principal amortization). A report will be prepared showing the special benefit accruing to the property in the District and how the costs of the public improvements are assessed to property on the basis of special benefit. 203293272.4 -3- (f) Apportionment of Cost between the City and the District. All cost of the proposed public improvements will be paid by assessments of the Property within the District and from other sources of funds, if any, available to the Developer. Unless otherwise agreed upon by the City, the City will not be obligated to provide any funds to finance the proposed public improvements. (g) Management of the District. The District shall be managed by the City with the assistance of a consultant, who shall, from time to time, advise the City regarding certain operations of the District. (h) Advisory Body. The District shall be managed without the creation of an advisory body. SECTION 3: The District is authorized and created as a Public Improvement District under the Act in accordance with the findings set forth in this Resolution as to the advisability of the services and improvements. The District shall be subject to the terms, conditions, limitations, and reservations contained in the findings of Section 1 of this Resolution. SECTION 4: The City Secretary is directed to coordinate the filing of a copy of this Resolution with the county clerk of Nueces County not later than the seventh day after the date of adoption of this Resolution. This Resolution shall take effect and the District shall be deemed to be established effective upon adoption of this Resolution. The District can be terminated as provided by law. SECTION 5. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. SECTION 6: All ordinances and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. SECTION 7: This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 8: If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid,the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and this City Council hereby declares that this Resolution would have been enacted without such invalid provision. SECTION 9: It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time,place, and subject 203293272.4 -4- matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 10: This Resolution shall be in force and effect from and after its final passage, and it is so resolved. 203293272.4 -5- PASSED AND ADOPTED on the 3rd day of December,2024. CITY OF CORPUS CHRISTI,TEXAS Mayor ATTEST: City Secretary (SEAL) APPROVED THIS 3RD DAY OF DECEMBER, 2024: Miles Risley, City Attorney Signature page to the Resolution Creating PID S-1 EXHIBIT"A" Property Boundaries and Map 203293272.4 A-1 o S E C T 1 0 N s —--—--—--—--—--—-- S E C T 0 0 N 8 z Z,� Z AF u ------ Tb 0) z ------------ -- S F C F CO N —ES OUT M ME HALF OF s.cno.g, VOLEWE 3,PAGE M NFM.E. 24304 FItLDtll b MUM HIC January 12,2024 METES AND BOUNDS DESCRIPTION 297.148ACRES OUT OF THE NORTH HALF OF SECTION 8, LAURELES FARM TRACTS CITY OF CORPUS CHRISTI NUECES COUNTY, TEXAS A tract of land containing 297.148 acres situated in the City of Corpus Christi, Nueces County, Texas, being a part or portion out of the North Half of Section 8, Laureles Farm Tracts, according to the plat thereof recorded in Volume 3, Page 15, Nueces County Map Records, which said 297.148 acres where conveyed to The London Proper, LLC, by virtue of a Special Warranty Deed recorded under Document Number 2021067587, Nueces County Official Records, said 297.148 acres also being more particularly described as follows: BEGINNING at a No. 4 rebar found [Northing: 17135200.160, Easting: 1327930.793] on the Northeast corner of said North Half of Section 8, for the Northeast corner of this herein described tract; 1. THENCE, S 00° 49' 28" E along the East line of said North Half of Section 8 and within the existing right-of-way of County Road 43, a distance of 2,642.39 feet to a No. 4 rebar set on the Southeast corner of said North Half of Section 8, for the Southeast corner of this tract-, 2. THENCE, S 89° 11' 29"W along the South line of said North Half of Section 8 and within the existing right-of-way of County Road 20A, a distance of 4,892.01 feet to a PK Nail found,for the Southwest corner of this tract-, 3. THENCE, N 00°49' 04"Wat a distance of 20.00 feet pass the existing North right-of-way line of County Road 20A, continuing a total distance of 1,290.00 feet to a No. 4 rebar set, for an inside corner of this tract-, 4. THENCE, S 89° 10' 56" W at a distance of 338.00 feet pass a No. 5 rebar found on the existing East right-of-way line of Chapman Ranch Road, continuing a total distance of 388.00 feet to a PK Nail found on the West line of said North Half of Section 8, for an outside corner of this tract-, 5. THENCE, N 00°49' 04" W along the West line of said North Half of Section 8 and within the existing right-of-way of Chapman Ranch Road, a distance of 60.00 feet to a PK Nail found,for an outside corner of this tract-, 6. THENCE, N 89° 10'56" Eat a distance of 50.00 feet pass a No.4 rebar set on the existing East right-of-way line of Chapman Ranch Road, continuing a total distance of 388.00 feet to a No.4 rebar set,for an inside corner of this tract-, 7. THENCE, N 00° 49' 04" W at a distance of 1,270.06 feet pass a No. 4 rebar set on the existing South right-of-way line of County Road 22, continuing a total distance of 1,290.06 feet to a No.4 rebar set on the North line of said North Half of Section 8,for the Northwest corner of this tract-, 8. THENCE, N 89° 09' 51" E along the North line of said North Half of Section 8, a distance of 4,891.70 feet to the POINT OF BEGINNING and containing 297.148 acres, of which 0.069 of one acre lies within the existing right-of-way of Chapman Ranch Road, 2.246 acres lie within the existing right-of-way of County Road 22, 2.246 acres lie within the existing right-of-way of County Road 20A, 1.195 acres lie within the existing right-of-way of County Road 43, leaving an existing net of 291.392 acres of land, more or less. I, ROBERTON. TAMEZ, A REGISTERED PROFESSIONAL LAND SURVEYOR DO HEREBY AFFIRM THAT THIS METES AND BOUNDS DESCRIPTION REPRESENTS THE RESULTS OF A SURVEY MADE ON THE GROUND ON 01/08/2024 UNDER MY DIRECTI AN UPERVISION. OF ROBEIRTON. TAMEZ, R.P.L.S. #6238 DATE: ° O N *p8ERT0 .. Be age 1 of 2 Z:\Surveys\2024\24304\Metes&Bounds\297.148 Ac.M&B.docx 94`O SURv� CERTIFICATE OF CITY SECRETARY THE STATE OF TEXAS § COUNTIES OF NUECES, ARANSAS, § KLEBERG AND SAN PATRICIO § CITY OF CORPUS CHRISTI § THE UNDERSIGNED HEREBY CERTIFIES that: I. On the 3rd day of December, 2024, the City Council (the Council) of the City of Corpus Christi,Texas (the City)convened in regular session at its regular meeting place at the City Hall (the Meeting),the duly constituted members of the Council being as follows: Paulette Guajardo Mayor Everett Roy Councilmember,District 1 Sylvia Campos Councilmember,District 2 Roland Barrera Councilmember,District 3 Dan Suckley Councilmember,District 4 Gil Hernandez Councilmember,District 5 Michael Hunter Councilmember,At Large Jim Klein Councilmember,At Large Mike Pusley Councilmember,At Large and all of such persons were present at the Meeting, except the following: , thus constituting a quorum. Among other business considered at the Meeting, the attached resolution (the Resolution) entitled: A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS AUTHORIZING THE CREATION OF THE MIRABELLA PUBLIC IMPROVEMENT DISTRICT; RESOLVING OTHER MATTERS INCIDENT AND RELATED THERETO; AND PROVIDING AN EFFECTIVE DATE. was introduced and submitted to the Council for passage and adoption. After presentation and due consideration of the Resolution, a motion was made by Councilmember that the Resolution be finally passed and adopted in accordance with the City's Home Rule Charter. The motion was seconded by Councilmember and carried by the following vote: voted "For" voted "Against" abstained all as shown in the official Minutes of the Council for the Meeting. 2. The attached Resolution is a true and correct copy of the original on file in the 203293274.4 official records of the City; the duly qualified and acting members of the Council of the City on the date of the Meeting are those persons shown above, and, according to the records of my office, each member of the Council was given actual notice of the time,place, and purpose of the Meeting and had actual notice that the Resolution would be considered; and the Meeting and deliberation of the aforesaid public business was open to the public, and written notice of said meeting, including the subject of the Resolution, was posted and given in advance thereof in compliance with the provisions of Chapter 551, as amended, Texas Government Code. 203293274.4 2 IN WITNESS WHEREOF, I have signed my name officially and affixed the seal of the City, this 3rd day of December, 2024. City Secretary City of Corpus Christi, Texas (SEAL) Signature page to the Secretary Certificate S-1 l Public Hearing and Resolution for Mirabella Development Public Improvement District City Council Presentation December 03, 2024 IMLocal Government Code Requirements Texas LGC 372.005 requires the PID petition to state: (1) the general nature of the proposed improvement (2) the estimated cost of the improvement (3) the boundaries of the proposed assessment district (4) the proposed method of assessment, which may specify included or excluded classes of assessable property (5) the proposed apportionment of cost between the public improvement district and the municipality or county as a whole (6) whether the management of the district is to be by the municipality or county, the private sector, or a partnership between the municipality or county and the private sector (7) at least 50% of the property owners requesting or concurring with the establishment of the district must sign the petition; and (8) that an advisory body may be established to develop and recommend an improvement plan to the governing body of the municipality or county. A feasible project as it creates economic development opportunities that do not currently exist - Local Government Code Requirements • Texas LGC 372.009: requires a public hearing before a public improvement district may be established and improvements provided by the district may be financed. Notice of the hearing must be given in a newspaper of general circulation in the municipality. • The final publication of notice must be made before the 151h day before the date of the hearing. A written notice containing the required information outlined in Sec. 372.009 (c) must be mailed before the 151h day before the date of the hearing. The notice must be addressed to "Property Owner" and mailed to the current address of the owner, as reflected on tax rolls, of property subject to assessment under the proposed public improvement district. Proposed Development Highlights • This 300-acre development proposes 1,154 units ranging from single-family, multi-family, and rental residential housing, as well as 23.53 acres of parks that include 13.4 miles of hike and bike trials. • The development includes amenities such as a community center, community resort-style pool, and recreation fields for residents to play baseball, pickleball, and basketball, expanded landscaping and parkways type-streets. • Possible TIRZ for London area op°�S�M4 J�h r � � ./,' � � � ,,..� : tea.`��� p • NJalmart,S,�u[perc e�nte' - _ Geiger CafeSG ill (�,,y��ji*�` °li.0 �' .. -. � „lamo Dra trouser ■ �`i�' � �'. L� + d Ci�rrna co ms;c rush � ��� � •,{p Development Layout MAO ■ 1 i • � 1 .1 Proposed Housing Options Entry Level (45') Move Up (55') 2nd Move UP(70') 1 Santa Maria ahlk Safi Saba �' -,xww.0 - f3 xxeo (r�l xuewe�w[ rz xwsaurc /xs . J xMlxGri. � t i � � cL.pyfpxx. Augauin San Lorenzo 11 Valcro f R xnn 01 xuaw B x.sw w xueuexcx �+ xuxwn. SR' ♦ ay a.uxosun Concho San Marcos Capistrano �I g M. QD 4rowra « xenaun Y i '.7 xar snn. 7 `opPus cM4r Y i jJ Proposed / Signage tk aC 1 I ` i .. I ' BEACH _ � � VOLLEYBALL �� ��� LAY6RDUND MULTIPUR v SHEDS [ _ 1 ASKETBALL JfiKLEBALL COUBf � 'COURTS ��.a pPus c,y A j Pool / Clubhouse L DO ipIII�III , i ipplllllrliulll � ._ eul I T. .xxgWlY ,t Pool and Clubhouse op°�S�M4 J�h i1. Questions? .�vs cr 0 o� PH U kCOBPOPAZY&�� AGENDA MEMORANDUM Action Item for the City Council Meeting of December 3, 2024 DATE: December 3, 2024 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P.E., Director of Engineering Services 0effreyea-cctexas.com (361) 826-3851 Chief Mike Markle, Chief of Police Department mikema(a)cctexas.com (361) 886-2601 Josh Chronley, CTCD, Assistant Director of Contracts & Procurement 0oshc2(u)cctexas.com (361) 826-3169 Construction Contract Award City of Corpus Christi Northwest Police Substation CAPTION: Motion authorizing a construction contract to Victory Building Team, Corpus Christi, Texas, for a new City of Corpus Christi Northwest Police Sub-station in District 1, in an amount not to exceed $5,990,000.00, with FY 2025 funding available from the Bond 2024 Police Department Fund. SUMMARY: This motion awards a construction contract to Victory Building Team for the construction of the City of Corpus Christi Northwest Police Sub-station. The substation will be located on approximately two (2) acres at the entry of West Guth Park, 9517 Up River Road. The proposed location of the Northwest Police Sub-station is approximately two acres at the entrance of West Guth Park, 9517 Up River Road. The facility will be a one-story structure with about 7,300 square feet of enclosed space, designed to comply with high wind-resistant construction, sustainable construction principles, and functional superiority, meeting the functional needs of the City of Corpus Christi Police Department's public safety standards. BACKGROUND AND FINDINGS: On November 5, 2024, voters approved the City of Corpus Christi's Bond 2024 Program for a total of $175 million with thirty-eight projects. The propositions passed on election day include projects for streets, parks and recreation, public safety, and cultural facilities. One of the thirty- eight projects included $9 million for construction of the Northwest Police Sub-station. The design fund for Northwest Police Sub-station was initially authorized by voters with Bond 2022 in an amount of$1 million. The existing police substation for the Calallen area is located at the Flint Hills Resources. Currently, the City is leasing a building from Flint Hills Resources at no rental cost. However, beginning October 1, 2024 Flint Hills is collecting a monthly rent of$5,000 from City. The current police sub-station building at the Flint Hill Resources is approximately 1,500 square feet with 40 parking spaces available. The facility is served as a master station for police officers working in the Calallen area. This project will be constructing a new police sub-station in an ideal location with sufficient space to support efficient operations and response times within the area of responsibility. The project will construct a new 7,300 SF Police Sub-station on city-owned property in the Northwest area of the Adam Police District. The sub-station will be located on approximately two acres at the entry of West Guth Park. The facility will include a lobby, reception area, interview room, briefing room, armory storage, evidence storage, offices, workstations, conference room, break room, locker room, showers, restrooms, support spaces, and UTV/bicycle storage garage. The building will have access-controlled doors and a surveillance system for security. The building will have backup power supplied by a natural gas emergency generator with an associated meter, panel, gas line, concrete pad, and enclosure. Site development includes the construction of parking lot areas, driveways, security fencing, access-controlled vehicle gates, utility services, a stormwater collection system, landscaping, and irrigation. The new facility site will provide 86 parking spaces, separated into 26 parking spaces for public vehicles and 60 secured parking spaces for police and staff vehicles. This project also includes constructing a roundabout traffic circle at the entrance of West Guth Park to improve site accessibility. The construction contract will include Alternate 1, described as building the parking lot with a concrete surface instead of an asphalt surface. PROJECT TIMELINE: - 2024 2025-2026 Oct - Oct Nov - Dec Feb -June Design Bid/Award Mrstruction Project schedule reflects City Council award in December 2024, with anticipated construction completion by February 2026. COMPETITIVE SOLICITATION PROCESS On October 23, 2024, the Contracts and Procurement Department issued a Request for Bids (RFB#6087) for the Northwest Police Sub-Station. On November 13, 2024, the city received bids from three bidders. The city analyzed the bids in accordance with the contract documents and determined that the Victory Building Team was the lowest responsive and responsible bidder. As the lowest bid received was within the acceptable range of the Engineer's Opinion of Probable Construction Cost, the city decided to proceed with the project. A summary of the bid is provided below: Bidder Base Bid Alternate 1 Total Bid 1 Victory Building Team $5,965,000.00 $25,000.00 $5,990,000.00 2 STBP, Inc. $5,995,883.00 $293,624.00 $6,289,507.00 3 Barcom Construction, $6,030,000.00 $60,000.00 $6,090,000.00 Inc. Engineer's Opinion of Probable Construction Cost * $6,000,000.00 * Engineer's Opinion of Probable Construction Cost includes Alternate 1 Victory Building Team has successfully completed numerous construction projects in the Texas Coastal Bend, including the following projects: • UTMSI ERC Dormitory project at the Marine Science Institute in Port Aransas. Project value is $5,675,000.00 • Del Mar College (DMC) Police Station Renovation project. Project value is $7,717,000.00 • Annaville Fire Department - Station #2. Project value is $3,256,396.00 • Salvation Army - Center of Hope. Project value is $6,129,649.00 ALTERNATIVES: The City Council could choose not to award the contract to Victory Building Team. This would result in the City continuing to lease a building from Flint Hills Resources at no rental rate. However, Flint Hills will soon start charging the City a monthly rental rate of$5,000. FISCAL IMPACT: The fiscal impact for FY 2025 is an amount not to exceed 5,990,000.00 for City of Corpus Christi Northwest Police Substation. The construction funds are available from the Bond 2024 Police Department Fund. City funds will support this project prior to the bond issuance. Once the General Obligation Bonds are issued, the City funds will be reimbursed in accordance with the reimbursement resolution. FUNDING DETAIL: Fund: 3346— 2024 GO Bd22 Prop C - Police Department: Police (29) Organization: Grants & Capital Projects Funds (89) Project: Northwest Police Substation (Project No. 23176) Account: Construction (550910) Activity: 23176 Amount: $5,990,000.00 Overall Contract Total $5,990,000.00 RECOMMENDATION: Staff recommends awarding a construction contract to Victory Building Team for the City of Corpus Christi Northwest Police Sub-station in the amount of$5,990,000. The construction duration is planned for sixteen months from the issuance of the Notice to Proceed, with construction starting in February 2025 and completion by June 2026. LIST OF SUPPORTING DOCUMENTS: Agenda Memo Bid Tabs CIP Page Location & Vicinity Maps PowerPoint Presentation COF Bid Tab-RFB 6087 Northwest Police Sub-Station DescriptionItem Al MOBILIZATION LS 1 $25,000.00 $25,000.00 $595,938.00 $595,938.00 $122,448.00 $122,448.00 A2 STORM WATER POLLUTION PREVENTION LS 1 $0.00 $0.00 $17,855.00 $17,855.00 $7,900.00 $7,800.00 A3 GENERAL SITE CONDITIONS LS 1 $360,000.00 $360,000.00 $190,267.00 $190,267.00 $354,000.00 $354,000.00 A4 TEMPORARY FACILITIES LS 1 $0.00 $0.00 $60,579.00 $60,579.00 $10,000.00 $10,000.00 Sub Totals $385,000.00 $864,639.00 _ $494,248.00 Bl •DRILLED FOOTINGS LS 1 $40,000.00 $40,000.00 $0.00 $0.00 $158,241.00 $158,241.00 B2 SELECTIVE DEMOLITION LS 1 $20,000.00 $20,000.00 $20,221.00 $20,221.00 $24,500.00 $24,500.00 Sub Totals $60,000.00 $20,221.00 $182,741.00 Cl CAST-IN-PLACE CONCRETE LS 1 $700,000.00 $700,000.00 $357,175.00 $357,175.00 $136,185.00 $136,185.00 C2 CONCRETE FORMSAND REINFORCEMENT LS 1 $0.00 $0.00 $0.00 $0.00 $75,000.00 $75,000.00 C3 CONCRETE FINISHINGAND CURING LS 1 $0.00 $0.00 $0.00 $0.00 $35,000.00 $35,000.00 Sub Totals $700,000.00 ffr� $357,175.00 $246,185.00 D1 UNIT MASONRY MORTAR AND REINFORCING LS 1 $300,000.00 $300,000.00 $254,271.00 $254,271.00 $382,500.00 $382,500.00 Sub Totals $300,000.00 $254,271.00 $382,500.00 El STRUCTURAL STEEL AND METAL FRAMING LS 1 $190,000.00 $190,000.00 $156,000.00 $156,000.00 $98,600.00 $98,600.00 E2 METAL FABRICATIONS LS 1 $375,000.00 $375,000.00 $0.00 $0.00 $195,300.00 $195,300.00 E3 COLD FORMED METAL FRAMING LS 1 $0.00 $0.00 $30,000.00 $30,000.00 $30,000.00 $30,000.00 Sub Totals $565,000.00 $186,000.00 - $323,900.00 F1 ROUGH CARPENTRY AND SHEATHING LS 1 $40,000.00 $40,000.00 $57,600.00 $57,600.00 $34,900.00 $34,900.00 F2 ARCHITECTURAL CABINETS AND COUNTEROPS LS 1 $50,000.00 $50,000.00 $52,700.00 $52,700.00 $56,900.00 $56,900.00 F3 PLASTIC PANELING LS 1 $7,000.00 $7,000.00 $59,000.00 $59,000.00 $5,000.00 $5,000.00 Sub Totals $97,000.00 it $169,300.00 $96,800.00 GI WATERPROOFING AND COATINGS LS 1 $70,000.00 $70,000.00 $12,000.00 $12,000.00 $24,025.00 $24,025.00 G2 INSULATION LS 1 $0.00 $0.00 $35,000.00 $35,000.00 $25,000.00 $25,000.00 G3 COMPOSITE WALL PANELS LS 1 $0.00 $0.00 $18,552.00 $18,552.00 $53,117.00 $53,117.00 SBS MODIFIED BITUMINOUS MEMBRANE ROOFING, G4 FLASHING,AND ACCESSORIES LS 1 $155,000.00 $155,000.00 $147,860.00 $147,860.00 $183,030.00 $183,030.00 G5 SEALANTS LS 1 $20,000.00 $20,000.00 $24,000.00 $24,000.00 $5,000.00 $5,000.00 Totals; $245,000.00 $237,412.00 $290,172.00 HI HOLLOW METAL DOORS AND FRAMES LS 1 $90,000.00 $90,000.00 $48,078.00 $48,078.00 $43,500.00 $43,500.00 H2 FLUSH WOOD DOORS LS 1 $0.00 $0.00 $0.00 $0.00 $35,600.00 $35,600.00 H3 OVERHEAD COILING DOORS LS 1 $30,000.00 $30,000.00 $29,500.00 $28,500.00 $32,851.00 $32,851.00 ALUMINUM STOREFRONT ENTRANCES,CURTAIN WALLS, H4 AND GLAZING LS 1 $150,000.00 $150,000.00 $189,775.00 $189,775.00 $152,000.00 $152,000.00 H5 DOOR HARDWARE LS 1 $0.00 $0.00 $0.00 $0.00 $35,000.00 $35,000.00 Sub Totals $270,000.00 $266,353.00 11 GYPSUM AND NON-STRUCTURAL METAL FRAMING LS 1 $0.00 $0.00 $135,000.00 $135,000.00 $149,450.00 $149,450.00 12 CERAMIC TILING LS 1 $35,000.00 $35,000.00 $25,111.00 $25,111.00 $34,500.00 $34,500.00 13 RESILIENT BASE AND TILE FLOORING LS 1 $40,000.00 $40,000.00 $32,369.00 $32,369.00 $23,585.00 $23,585.00 14 TILE CARPETING LS 1 $0.00 $0.00 $0.00 $0.00 $15,000.00 $15,000.00 15 ACOUSTICAL CEILINGS LS 1 $0.00 $0.00 $50,000.00 $50,000.00 $56,750.00 $56,750.00 16 PAINTING LS 1 $110,000.00 $110,000.00 $135,000.00 $135,000.00 $83,500.00 $83,500.00 Sub Totals $185,000.00 $377,480.00 $362,785.00 .1 VISUAL DISPLAY UNITS LS 1 $2,000.00 $2,000.00 $6,040.00 $6,040.00 $7,500.00 $7,500.00 PLAQUES,DIMENSIONAL LETTERS AND ROOM- J2 IDENTIFICATION PANEL SIGNAGE LS 1 $32,000.00 $32,000.00 $33,215.00 $33,215.00 $33,920.00 $33,920.00 J3 WALL AND DOOR PROTECTION LS 1 $10,000.00 $10,000.00 $3,166.00 $3,166.00 $2,500.00 $2,500.00 J4 TOILET,BATH,AND LAUNDRY ACCESSORIES LS 1 $10,000.00 $10,000.00 $5,553.00 $5,553.00 $6,500.00 $6,500.00 J5 FIRE PROTECTION CABINETSAND EXTINGUISHERS LS 1 $5,000.00 $5,000.00 $2,483.00 $2R83.00 $2,400.00 $2,400.00 J6 LOCKERS LS 1 $75,000.00 $75,000.00 $70,634.00 $70,634.00 $79,305.00 $79,305.00 J7 GROUND-SET FLAGPOLES LS 1 $4,000.00 $4,000.00 $7,625.00 $7,625.00 $8,490.00 $8,490.00 J8 CANOPY(EXTERIOR SUN CONTROL DEVICES) LS 1 $85,000.00 $85,000.00 $69,672.00 $69,672.00 $82,672.00 $82,672.00 Sub Totals , $223,000.00 $198,388.00 $223,287.00 Kl ROLLER WINDOW SHADES LS 1 $10,000.00 $10,000.00 $6,785.00 $6,785.00 $8,088.00 $8,088.00 K2 SEMINAR TABLES LS 1 $70,000.00 $70,000.00 $80,000.00 $80,000.00 $55,000.00 $55,000.00 Sub Totals $80,000.00 $96,795.00 $63,088.00 L1 MECHANICAL EQUIPMENT LS 1 $325,000.00 $325,000.00 $288,320.00 $288,320.00 $175,000.00 $175,000.00 L2 DUCTWORK LS 1 $0.00 $0.00 $0.00 $0.00 $143,320.00 $143,320.00 L3 CONTROLS LS 1 $0.00 $0.00 $0.00 $0.00 $15,000.00 $15,000.00 L4 ELECTRICAL SWITCHGEAR/PANELS LS 1 $476,000.00 $476,000.00 $563,000.00 $563,000.00 $27,000.00 $27,000.00 LS LIGHT FIXTURES LS 1 $0.00 $0.00 $0.00 $0.00 $123,000.00 $123,000.00 L6 GENERAL GROUNDING/BONDING LS 1 $0.00 $0.00 $0.00 $0.00 $20,000.00 $20,000.00 L7 LIGHTING PROTECTION SYSTEM LS 1 $0.00 $0.00 $0.00 $0.00 $52,300.00 $52,300.00 L8 SITE/UTILITY DUCTAND RACEWAYS LS 1 $0.00 $0.00 $0.00 $0.00 $11,000.00 $11,000.00 L9 BUILDING RACEWAYS/CIRCUITRY LS 1 $0.00 $0.00 $0.00 $0.00 $205,000.00 $205,000.00 L10 EMERGENCY POWER GENERATOR LS 1 $0.00 $0.00 $0.00 $0.00 $99,000.00 $99,000.00 L11 PLUMBING EQUIPMENT/FIXTURES LS 1 $315,000.00 $315,000.00 $277,000.00 $277,000.00 $55,000.00 $55,000.00 L12 DWV/WATER PIPING LS 1 $0.00 $0.00 $0.00 $0.00 $100,000.00 $100,000.00 L13 NATURALGAS PIPING LS 1 $0.00 $0.00 $0.00 $0.00 $45,000.00 $45,000.00 L14 ADJUSTING AND BALANCING LS 1 $0.00 $0.00 $0.00 $0.00 $9,500.00 $9,500.00 Sub Totals $1,116,000.00 $1,128,320.00 $1,080,120.00 M1 GROUNDING AND BONDING LS 1 $10,000.00 $10,000.00 $0.00 $0.00 $7,500.00 $7,500.00 M2 UNDERGROUND DUCT AND RACEWAYS LS 1 $0.00 $0.00 $0.00 $0.00 $17,500.00 $17,500.00 M3 BACKBONE AND HORIZONTAL CABLING LS 1 $37,000.00 $37,000.00 $31,550.00 $31,550.00 $35,000.00 $35,000.00 M4 AUDIOVISUAL INFRASTRUCTURE LS 1 $2,000.00 $2,000.00 $0.00 $0.00 $1,500.00 $1,500.00 ELECTRONIC SECURITY,ACCESS CONTROL AND INTRUSION M5 DETECTION LS 1 $45,000.00 $45,000.00 $34,150.00 $34,150.00 $45,000.00 $45,000.00 M6 VIDEO SURVEILLANCE LS 1 $20,000.00 $20,000.00 $0.00 $0.00 $15,000.00 $15,000.00 M7 FIRE DETECTION AND ALARM SYSTEM LS 1 $20,000.00 $20,000.00 $18,170.00 $18,170.00 $40,000.00 $40,000.00 Sub Totals , $83,870.00 $161,500.00 NI SOILS FOR EARTHWORK LS 1 $600,000.00 $600,000.00 $508,954.00 $508,954.00 $150,000.00 $150,000.00 N2 SITE EXCAVATION AND FILL LS 1 $0.00 $0.00 $0.00 $0.00 $70,000.00 $70,000.00 N3 ROUGH AND SITE GRADING LS 1 $0.00 $0.00 $0.00 $0.00 $55,000.00 $55,000.00 N4 TERMITE CONTROL LS 1 $2,000.00 $2,000.00 $2,000.00 $2,000.00 $3,500.00 $3,500.00 N5 CLEARING,GRUBBING AND STRIPPING LS 1 $0.00 $0.00 $0.00 $0.00 $40,000.00 $40,000.00 N6 LIME STABILIZED SUBGRADE LS 1 $0.00 $0.00 $0.00 $0.00 $300,000.00 $300,000.00 CONCRETE PAVEMENT,CURB,GUTTER,VALLEY GUTTER, N7 SIDEWALK,DRIVEWAYSAND PAVEMENT MARKINGS LS 1 $0.00 $0.00 $266,890.00 $266,890.00 $303,931.00 $303,931.00 Sub Totals $602,000.00 $922,431.00 01 DECORATIVE METAL FENCE AND GATES LS 1 $215,000.00 $215,000.00 $230,708.00 $230,708.00 $231,508.00 $231,508.00 UNDERGROUND SPRINKLERS,COMMON PLANTING 02 REQUIREMENTS,SOIL PREPARATION,SODDING AND PLANTS LS 1 $136,000.00 $136,000.00 $109,105.00 $109,105.00 $123,450.00 $123,450.00 Sub Totals $351,000.00 $339,813.00 $354,958.00 PI REINFORCED CONCRETE PIPE LS 1 $180,000.00 $180,000.00 $135,000.00 $135,000.00 $55,000.00 $55,000.00 P2 WATERLINES,PVC PIPES,DUCTILE IRON PIPEAND FITTINGS LS 1 $0.00 $0.00 $157,500.00 $157,500.00 $65,000.00 $65,000.00 P3 WATERLINE RISER ASSEMBLIESAND GATE VALVES LS 1 $0.00 $0.00 $0.00 $0.00 $15,000.00 $15,000.00 P4 FIRE HYDRANTS LS 1 $0.00 $0.00 $0.00 $0.00 $15,000.00 $15,000.00 P5 GRAVITY SANITARY SEWER AND CATCH BASINS LS 1 $0.00 $0.00 $0.00 $0.00 $40,000.00 $40,000.00 Sub Totals $180,000.00 $292,500.00 $190,000.00 R1 BOND AND INSURANCE AL 1 $172,000.00 $172,000.00 $55,512.00 $55,512.00 $56,334.00 $56,334.00 ALLOWANCE FOR UNFORSEEN BUILDING CONDITIONS R2 DURING CONSTRUCTION AL 1 $300,000.00 $300,000.00 $300,000.00 $300,000.00 $300,000.00 $300,000.00 Sub Totals $472,000.00 $355,512.00 $356,334.00 Grand Total $5,965,000.00 $5,995,883.00 $6,030,000.00 Ql SUBGRADE LS 1 $25,000.00 $25,000.00 ($288,455.00) ($288,455.00) $0.00 $0.00 Q2 CONCRETE LS 1 $0.00 $0.00 $582,079.00 $582,079.00 $60,000.00 $60,000.00 Sub Totals $25,000.00 $293,624.00 $60,000.00 Grand Total $25,000.00 $293,624.00 $60,000.00 Capital Improvement Plan 2025 thru 2027 City of Corpus Christi, Texas Project# 23176 ���� ��4_ Project Name �' � Northwest Police Substation Type Improvement/Additions Department Police Department Useful Life 40 years Contact Police Chief 1 Category Buildings-New Priority Priority Level I Council District I Status Active - Descrgpti®n Project will construct a new 7,300 SF Police Substation on City owned property for the northwest area in the Adam District. The new substation will be located on approximately two acres at the entry of West Guth Park. The facility will include a lobby,reception area,interview room, briefing room,armory storage,evidence storage,offices,work stations,conference room,break room,locker room,showers,restrooms,support spaces,and UTV/bicycle storage garage.The building will have access controlled doors and a surveillance system for security. The project will provide the fixtures,furnishings,and equipment necessary for a complete and usable facility.The building will have backup power supplied by a natural gas emergency generator with associated meter,panel,ATS,gas line,concrete pad,and enclosure. Site development includes construction of the parking lot areas,driveways,security fencing,access controlled vehicle gates,utility services,stormwater collection system,landscaping, and irrigation. The site will provide 26 parking spaces for public vehicles and 60 secured parking spaces for police vehicles and staff vehicles. This project also includes the construction of a roundabout traffic circle at the entrance of West Guth Park to improve site accessibility. Justification Currently,the City is leasing a building from Flint Hills Resources at no rental rate.However,Flint Hills will start charging the City a monthly rental rate of$5,000 in the near future. The building is approximately 1,500 SF and there are 40 parking spaces available for use. There is no room for expansion and the public is not allowed inside the building,so the facility can only be used as a muster station for police officers working in the Calallen area. This project will provide a police substation in an ideal location with sufficient space to support the most efficient operations and response times within the area of responsibility. Expenditures Prior Years 2025 2026 2027 Total Construction/Rehab 3,600,000 4,500,000 8,100,000 Design 235,047 235,047 Contingency 730,953 730,953 Eng,Admin Reimbursements 34,000 400,000 500,000 934,000 Total 269,047 4,730,953 5,000,000 10,000,000 Funding Sources Prior Years 2025 2026 2027 Total G.O. Bond 2022 269,047 730,953 1,000,000 G.O. Bond 2024 4,000,000 5,000,000 9,000,000 Total 269,047 4,730,953 5,000,000 10,000,000 Budget Impact/Other An assessment will be done upon completion of project to determine maintenance costs. PROJECT LOCATION �-- � f 8 Q � $ aren w a N P � CORPUS CHRISTI BAY �+ P I+ SCALE: N.T.S. 1 P W � t LOCATION MAP s NOT TO SCALE ot R R� me WEST GUTH � _ PARK ' *416 #AVA vp 00 v, � Y.- � PROJECT LOCATION �� a'F q+f f cc orl ` '• _ AERIAL MAP i. NOT TO SCALE S PROJECT NUMBER: 23176 NORTHWEST CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS POLICESUBS TA TION DEPARTMENT OF ENGINEERING SERVICES - �y Corpus Chr sti Engineering City of Corpus Christi Northwest Police Substation Council Presentation December 3, 2024 City of Corpus Christi Northwest Police Substation _ - Project Location Corpus Chr sti ��� Engineering al s + > .. WEST GL1TH up R'�FR ao PARK 4 i 3 PROJECT LOCATION 2 City of Corpus Christi Northwest Police Substation Chr Conceptual Renderings Corpus eri g Engineering oilt 1 L 1 ILA City of Corpus Christi Northwest Police Substation — Scope of Work Corpus ChrsU Y Engineering Motion authorizing a construction contract to KJM Commercial, Inc. dba Victory Building Team, Corpus Christi, Texas, for City of Corpus Christi Northwest Police Substation in District 1 , in an amount not to exceed $5,990,000.00. The Northwest Police Sub-Station will be located on approximately two (2) acres at the entry of West Guth Park, 9517 Up River Road. Currently, the City is leasing a building from Flint Hills Resources at no rental rate. However, Flint Hills will start charging the City a monthly rental rate of $5,000 in the near future. The building is approximately 1 ,500 SF and there are 40 parking spaces available for use. There is no room for expansion. City of Corpus Christi Northwest Police Substation _ - Project Schedule Corpus Chr sti �� Engineering 2023-2024 20241 1 Oct - Oct Oct - Dec Feb - June Design Bid/Award Construction Projected Schedule reflects City Council award in December 2024, with anticipated construction completion by February 2026. SC 0 a v INOfl POAPTp is5a AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of December 03, 2024 Second Reading Ordinance for the City Council Meeting of December 10, 2024 DATE: November 13, 2024 TO: Peter Zanoni, City Manager FROM: Sergio Villasana Jr, Director of Finance and Procurement sergiov2@cctexas.com (361)826-3227 Ordinance amending appropriation of American Rescue Plan Act funds and grant funded full-time positions. CAPTION: Ordinance amending Ordinance No. 032481 to adjust and reallocate use of funding from the American Rescue Plan Act (ARPA) as follows: Citywide Waterline Replacement $30,000,000.00; Citywide Wastewater Lift Station Upgrades $18,400,000.00; Citywide Stormwater Improvements $10,000,000.00; North Beach Drainage Improvements $1 ,254,480.00; Construction of Fire Station #3 $4,050,000.00; Police and Fire Services $3,819,106.00; Downtown Outdoor Dining Development $26,414.00; and administrative grant support $3,894.00; appropriating $218,106.00 in estimated ARPA interest income; and amending the FY 2025 Operating and Capital Budgets to account for the necessary changes in ARPA funding and approved projects. SUMMARY: As of November 3, 2024, approximately $3.8 million in ARPA funds remain unencumbered and unspent. To comply with the U.S. Treasury's deadlines, all funds must be obligated by December 31 , 2024 and fully expended by December 31, 2026. We are recommending reallocating funds under the revenue replacement category to ensure the City meets these requirements. Specifically, we propose reallocating approximately $3.8 million to the General Fund to support Police and Fire services. Additionally, this amount will be transferred from the General Fund to a new Capital Improvement fund dedicated to funding approximately $73K for the Downtown Outdoor Dining Development and approximately $3.7 million for North Beach Drainage Improvements. The original ordinance added two full-time grant-funded positions for grant administration. Currently, one position is filled. To support one full-time grant position, we propose amending the ARPA fund budget by $222,000, using $3,894 from ARPA funds and $218,106 from ARPA interest income. Additionally, we recommend eliminating the one of the full-time grant-funded position. BACKGROUND AND FINDINGS: The President signed into law the American Rescue Plan Act (ARPA) on March 11, 2021 . This plan established the Coronavirus Local Fiscal Recovery Fund which was intended to provide support to state, local and tribal governments in responding to the impact of the COVID-19 and in their efforts to contain COVID-19 in their communities, residents, and businesses. In addition, the funds were intended to lay the foundation for a strong, equitable economic recovery, not only providing immediate economic stabilization for households and businesses, but also by addressing systemic public health and economic challenges that may have contributed to more severe impacts of the pandemic among low-income communities and people of color. The ARPA provided for allowable uses in four categories: 1. Respond to the public health emergency or its negative economic impacts, including assistance to households, small businesses, and nonprofits or aid to impacted industries such as tourism, travel and hospitality 2. Respond to workers performing essential work during the COVID-19 public health emergency by providing premium pay to eligible workers 3. Provision of government services to the extent of the reduction in revenue due to the COVID-19 public health emergency relative to revenue collected in the most recent full fiscal year prior to the emergency 4. Make necessary investments in water, sewer, or broadband infrastructure The City of Corpus Christi was allocated $67,553,894 of Coronavirus State and Local Fiscal Recovery Funds established by the American Rescue Plan Act (ARPA) signed into law on March 11, 2021. The funds were to be used to mitigate the fiscal effects stemming from the public health emergency caused by the COVID-19 pandemic including COVID-19 related expenses, replacing revenue lost by local governments, assisting small businesses, households and non-profits, aiding impacted industries such as tourism, travel and hospitality, supporting essential workers, and improving water, sewer and broadband infrastructure. City Council was briefed by staff on May 11, 2021 and was provided with a list of potential projects compiled by executive staff representing projects across the City that may meet the expected criteria. On June 29,2021 , the City Council adopted an ordinance accepting and appropriating $67,553,894.00 from the American Rescue Plan Act (ARPA) to mitigate the fiscal effects stemming from the public health emergency caused by the COVID-19 pandemic; and amending the FY2021 Operating Budget; and approving addition of two full-time grant funded positions for the administration of grant funds; and approving use of ARPA funds as follows: Citywide Waterline Replacement $30,000,000; Citywide Wastewater Lift Station Upgrades $18,400,000; Citywide Stormwater Improvements $10,000,000; North Beach Drainage Improvements $5,000,000; Construction of Fire Station 3 $4,050,000; and Downtown Outdoor Dining Development $100,000. The four recommended Water, Wastewater, and Stormwater/Drainage projects should qualify under either the Clean Water State Revolving Fund (CWSRF) or the Drinking Water State Revolving Fund (DWSRF) programs, which is a requirement for the projects to be an eligible expense. The project to construct Fire Station #3 was not an allowable expense under the infrastructure definition but the City is able to utilize the funds received through revenue replacement for the projects. The City expects the revenue replacement to exceed $10,000,000 for the first year of 2020. The ARPA funds must be committed to projects no later than December 31, 2024 and the projects must be completed and all reporting finalized by December 31 , 2026. As of November 3, 2024, approximately $3.8 million in ARPA funds remain unencumbered and unspent. To comply with the U.S. Treasury's deadlines, we are recommending allocating these funds to the revenue replacement category for the provision of Fire and Police services. ALTERNATIVES: An alternative would be to not reallocate funds and not amend budget resulting in potential loss of funding. FISCAL IMPACT: There is no fiscal impact for reallocation of funds. Grant administrative support will be funded from interest income. FUNDING DETAIL: Fund: 1076 American Rescue Plan Act Organization/Activity: N/A Mission Element: N/A Project # (CIP Only): N/A Cost: $222,000 Fund: 1020 General Fund Organization/Activity: N/A Mission Element: N/A Project # (CIP Only): N/A Cost: $3,819,106 Fund: 3130 Capital Improvement Fund Organization/Activity: N/A Mission Element: N/A Project # (CIP Only): N/A Cost: $3,819,106 RECOMMENDATION: Staff recommends approval of the ordinance amending Ordinance 032481 allowing for reallocating approximately $3.8M of ARPA funds to the revenue replacement category for the provision of Fire and Police services, transferring $3.8M from ARPA fund to General fund, transfer $3.8M from General Fund to Capital Improvement fund and reduce one full-time grant funded position. LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation Ordinance amending Ordinance No. 032481 to adjust and reallocate use of funding from the American Rescue Plan Act (ARPA) as follows: Citywide Waterline Replacement $30,000,000.00; Citywide Wastewater Lift Station Upgrades $18,400,000.00; Citywide Stormwater Improvements $10,000,000.00; North Beach Drainage Improvements $1,254,480.00; Construction of Fire Station #3 $4,050,000.00; Police and Fire Services $3,819,106.00; Downtown Outdoor Dining Development $26,414.00; and administrative grant support $3,894.00; appropriating $218,106.00 in estimated ARPA interest income; and amending the FY 2025 Operating and Capital Budgets to account for the necessary changes in ARPA funding and approved projects. WHEREAS, funding from the federal American Rescue Plan Act (ARPA) in the amount of $67,553,894.00 was previously received, accepted, and appropriated by the City of Corpus Christi (City) pursuant to Ordinance No. 032481 on June 29, 2021 , in Grant Fund No. 1076; WHEREAS, the City, via Ordinance No. 032481, previously allocated ARPA funding to various projects and now desires to modify the allocations and include new allocations in order to better align ARPA funds with the City's immediate needs; and WHEREAS, an amendment to Ordinance No. 032481 is necessary in order to reallocate a portion of the ARPA funding; increase and decrease, where necessary, the allocations; transfer necessary funds; and amend the City's FY 2024-2025 (FY 2025) Operating and Capital Budgets, as set out in this ordinance. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. Ordinance No. 032481 is amended by changing Section 2 from two grant positions to one, leaving one full-time position. Section 2. A notation is made and recognized in the ARPA grant budget for $3,894.00 of ARPA funding which was previously appropriated in Ordinance No. 032481 (in Fiscal Year 2020-21) but not designated for a grant-funded position. Section 3. Ordinance No. 032481 is further amended by deleting Section 4 in its entirety and replacing it with a new Section 4, to read as follows: "The use of ARPA funds is approved as follows: Citywide Waterline Replacement $30,000,000.00; Citywide Wastewater Lift Station Upgrades $18,400,000.00; Citywide Stormwater Improvements $1070007000.00; North Beach Drainage Improvements $1,254,480.00; Construction of Fire Station #3 $4,050,000.00; Police and Fire Services $3,819,106.00; Downtown Outdoor Dining Development $26,414.00; and administrative grant support $3,894.00." Page 1 of 2 Section 4. In accordance with this ordinance and for clarity, the funding allocation for the North Beach Drainage Improvements is decreased from $5,000,000.00 to $1,254,480.00 in the FY 2025 Capital Budget, and the funding allocation for the Downtown Outdoor Dining Development is decreased from $100,000.00 to $26,414.00 in the FY 2025 Capital Budget. Furthermore, funds in the amount of $3,819,106.00 are transferred from the General Fund to the Capital Improvement Projects Fund for these two projects; and the FY 2025 Capital Budget is amended accordingly. Section 5. In accordance with this ordinance and for clarity, funding of $3,819,106.00 is transferred from Grant Fund No. 1076 to the General Fund for necessary Police and Fire Services. Section 6. Estimated ARPA interest income, in the amount of $218,106.00, is appropriated in Grant Fund No. 1076; and the FY 2025 Operating Budget is amended accordingly. Section 7. The FY 2025 Operating Budget, adopted by Ordinance No. 033451, is amended to recognize the reallocations and adjustments made in accordance with the express provisions of this ordinance. Section 8. The FY 2025 Capital Budget, adopted by Ordinance No. 033468, is amended to recognize the reallocations and adjustments made in accordance with the express provisions of this ordinance. Section 9. All other content in Ordinance No. 032481 not changed by this amendment remains in full force and effect as originally approved on June 29, 2021. Introduced and voted on the day of , 2024. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo Rebecca Huerta Mayor City Secretary Page 2 of 2 �k �t lierican Resetic Plan Act *Of,2021 ML& COUNCIL PRESENTATION �QUS CN r m DECEMBER 03, 2024 J y 7852P BACKGROUND INFORMATION • City of Corpus Christi received $67.61VI in State & Local Fiscal Recovery Funds • In June 2021, City Council adopted an ordinance to allocate funding for various projects and added 2 full-time grant funded positions • All funds must be obligated by December 31, 2024 • All funds must be expended by December 31, 2026 APPROVED PROJECTS Downtown Outdoor Dining Development $100K $0 $100K North Beach Drainage Improvements $0 $S.OM $S.OM Citywide Waterline Replacement $15.OM $15.OM $30.OM Citywide Wastewater Lift Station Upgrades $11.4M $7.OM $18.4M Citywide Stormwater Improvements $ S.OM $S.OM $10.OM Construction of Fire Station#3(Total estimated cost$7.5M)* $0 $4.1M $4.1M Total $31.5M $ 36.1M $67.6M *The proposed project was funded through revenue replacement funds. • REALLOCATION OF ARPA FUNDS Project Expenditures EncumberedBudgetProject Total LTD • • • Cost Downtown Outdoor Dining Development $ 100K $26.OK - ($74.OK) North Beach Drainage Improvements $ S.OM $722K $532K ($3.7M) Citywide Waterline Replacement $30.OM $19.6M $10.4M - Citywide Wastewater Lift Station Upgrades $18.4M $16.4M $1.9M - Citywide Stormwater Improvements $10.OM $3.7M $6.3M - Construction of Fire Station #3 $4.1M $4.1M - - Revenue Replacement - I - - $3.8M Total $67.6M $44.7M $19.1M $ - 0 GRANT ADMINISTRATION • In June 2021 two full-time grant funded positions were added • Appropriate $222,000 to fund one grant position • Eliminate one grant position se 0 0 U NCORPO0.1¢ AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting December 3, 2024 DATE: December 3, 2024 TO: Peter Zanoni, City Manager FROM: Jeffrey Edmond, P.E., Director of Engineering Services 0effreye(u-)-cctexas.com (361) 826-3851 Robert Dodd, Director of Parks & Recreation robertd4(u-)cctexas.com (361) 826-3133 Josh Chronley, CTCD, Assistant Director of Finance & Procurement 0oshc2(o-)cctexas.com (361) 826-3169 Construction Contract Award Cole Park Plaza Shade Structure CAPTION: Motion awarding a construction contract to Gourley Contractors, LLC for the Cole Park Plaza Shade Structure project in an amount not to exceed $689,934.28 for the Cole Park improvements, located in Council District 1, with FY 2025 funding available from the Parks Capital Fund. SUMMARY: This motion approves a construction contract for improvements to Cole Park Plaza, including the installation of a new four-paneled shade structure with exterior light fixtures and electrical outlets. BACKGROUND AND FINDINGS: Constructed in 1971, Cole Park is one of the city's busiest community regional waterfront parks, attracting both residents and tourists. The park features a large playground, an amphitheater, ample green space for picnicking and recreational play, onsite grills, a skatepark, a splash pad, a park trail, a rebuilt pier, and the new Park Plaza. The pier was rebuilt and opened to the public on December 17, 2021, featuring the new Park Plaza for outdoor gatherings. The Park Plaza Shade Structure will serve residents and accommodate outdoor events by providing shade. The project scope includes the base bid for the installation of a two-colored, four-paneled shade structure measuring 92 ft in length and 50 ft in width. The project scope also includes 12 concrete columns, white lighting at each column, electrical outlets at the four corner columns, and stamped concrete finishes that align with the existing ones. The scope also covers Additive Alternate No. 1, an option for RGBW lighting instead of white lighting. PROJECT TIMELINE: 2024 20241 February — September October - December January — May Design Bid/Award Construction Project schedule reflects award in December 2024 with anticipated completion by May 2025. COMPETITIVE SOLICITATION PROCESS: On October 13, 2024, the Contracts and Procurement Department issued a Request for Bids (RFB#6156) for Cole Park Shade Structure, City Project Number 23041. On November 13, 2024, the city received bids from five bidders. The city analyzed the bids in accordance with the contract documents and determined that Gourley Contractors, LLC was the lowest responsive and responsible bidder. As the lowest bid received was within the acceptable range of the Engineer's Opinion of Probable Construction Cost, the city decided to proceed with the project. BID SUMMARY CONTRACTOR BASE BID ALTERNATE TOTAL BID NO. 1 Gourley Contractors, LLC $638,379.28 $51, 555.00 $689,934.28 Northstar Elite Construction $37,400.00 $760,781.00 & Consulting, LLC $723,381.00 Nash Industries, Inc. $855,511.00 $45,628.00 $901,139.00 Maltby Builders Inc. $884,501.00 $36,096.00 $920,597.00 Rockin' h Ranch Services, LLC $1,049,897.77 $39,800.00 $1,089,697.77 Engineer's Opinion of Probable Construction Cost $919,325.00 $175,400.00 $1,095,875.00 Gourley Contracting, LLC has completed other city projects such as the District 1, 2, 4, and 5 Park Projects. Gourley Contracting, LLC was also awarded the Council Chambers Modernization, City Hall Building Envelope Repairs, Fire Department Warehouse-Holly, Sherwood Park Dog Park, Parker Park Dog Park, and West Guth Dog Park. ALTERNATIVES: The council could choose not to award the construction contract to the responsive and responsible bidder, Gourley Contractors LLC. This would delay the new improvements to Cole Park Plaza. FISCAL IMPACT: The fiscal impact in FY2025 is an amount of $689,934.28 with funds available from the Parks Capital Fund. Savings available from this project will be re-allocated to provide funding for the City Hall Parking Lot Project. Funding Detail: Fund: Park CIP (Fund 3280) Department: Parks & Rec (27) Org: Grants and Capital Projects (89) Account: Construction Contract (550910) Activity: 23041-3280-EXP Amount: $689,934.28 RECOMMENDATION: Staff recommends awarding a construction contract for the Cole Park Plaza Shade Structure in Corpus Christi to Gourley Contractors, LLC for park improvements in the amount of $689,934.28, with anticipated completion by May 2025. LIST OF SUPPORTING DOCUMENTS: Bid Tab CIP Page Location & Vicinity Maps PowerPoint RIFE 6156 Cole Park Plaza Shade Structure 23041 ID:RIFE 6156 Item Desorption Unit Quantity i Mobilization LS 1.00 $15,959.00 $15,959.00 $25,775.00 $25,775.00 $30,328.00 $30,328.00 $3,500.00 $3,500.00 $42,500.00 $42,500.00 2 General LS 1.00 $44,459.00 $44,459.00 $112,773.00 $112,773.00 $108,634.00 $108,634.00 $75,685.00 $75,685.00 $107,472.77 $107,472.77 Sub Totals $60,418.00 $138,548.00 $138,962.00 $79,185.00 $149,972.77 3 General LS 1.00 $25,466.00 $25,466.00 $25,000.00 $25,000.00 $24,562.00 $24,562.00 $81,004.00 $81,004.00 $62,500.00 $62,500.00 Sub Totals $25,466.00 $25,000.00 $24,562.00 $81,004.00 $62,500.00 4• Cast-In-Place LS 1.00 $36,010.00 $36,010.00 $30,753.00 $30,753.00 $39,091.00 $39,091.00 $30,120.00 $30,120.00 $97,750.00 $97,750.00 5 Architectural LS 1.00 $24,012.00 $24,012.00 $13,352.00 $13,352.00 $44,091.00 $44,091.00 $34,560.00 $34,560.00 $60,775.00 $60,775.00 Sub Totals $60,022.00 $44,105.00 $83,182.00 $64,680.00 $158,525.00 6• Pre- LS 1.00 $308,774.00 $308,774.00 $358,500.00 $358,500.00 $407,387.00 $407,387.00 $438,804.00 $438,804.00 $435,750.00 $435,750.00 Sub Totals $308,774-00 $358,500.00 $407,387.00 $438,804.00 $435,750.00 7 Miscellaneous LS 1.00 $29,391.00 $29,391.00 $26,009.00 $26,009.00 $29,556.00 $29,556.00 $61,380.00 $61,380.00 $95,750.00 $95,750.00 8 Luminaires EA 32.00 $2,306.79 $73,817.28 $2,041.00 $65,312.00 $2,320.00 $74,240.00 $2,254.00 $72,128.00 $825.00 $26,400.00 Sub Totals $103,208.28 $91,321.00 $103,796.00 9 Unit Paving LS 1.00 $6,215.00 $6,215.00 $1,385.00 $1,385.00 $28,410.00 $28,410.00 $21,120.00 $21,120.00 $7,500.00 $7,500.00 Sub Totals $6,215.00 $1,385.00 $28,410.00 10• Bonds and LS 1.00 $23,276.00 $23,276.00 $13,522.00 $13,522.00 $18,212.00 $18,212.00 $15,200.00 $15,200.00 $62,500.00 $62,500.00 11 Unforeseen LS 1.00 $51,000.00 $51,000.00 $51,000.00 $51,000.00 $51,000.00 $51,000.00 $51,000.00 $51,000.00 $51,000.00 $51,000.00 Sub Totals $74,276.00 , $64,522.00 , $69,212.00 $66,200.00 $113,500.00 Grand Total $638,379.28 , $723,381.00 MMA $855,511.00 $884,501.00 $1,049,897.77 12 Luminaires EA 32.00 $1,010.00 $32,320.00 $850.00 $27,200.00 $1,037.00 $33,184.00 $888.00 $28,416.00 $1,025.00 $32,800.00 13 Lighting LS 1.00 $4,750.00 $4,750.00 $4,000.00 $4,000.00 $4,880.00 $4,880.00 $120.00 $120.00 $2,250.00 $2,250.00 14 Control Wiring LS 1.00 $2,376.00 $2,376.00 $2,000.00 $2,000.00 $2,440.00 $2,440.00 $3,840.00 $3,840.00 $1,500.00 $1,500.00 15 In-Grade Box LS 1.00 $8,547.00 $8,547.00 $1,200.00 $1,200.00 $1,464.00 $1,464.00 $720.00 $720.00 $1,500.00 $1,500.00 16 DMX Boxes LS 1.00 $3,562.00 $3,562.00 $3,000.00 $3,000.00 $3,660.00 $3,660.00 $3,000.00 $3,000.00 $1,750.00 $1,750.00 Sub Totals $51555.00 $37,400.00 $45,628.00 $36,096.00 $39,613000 Grand Total $51,555.00 $37,400.00 $45,628.00 $36,096.00 $39,800.00 Capital Improvement Plan 2025 rhru 2027 City of Corpus Christi, Texas Project 4 23041 Project Name Cole Park Shade Structure Type Improvement/Additions Department Parks&Recreation T Useful Life 25 years Contact Director of Parks&Recreation ' Category Park Improvements Priority Priority Level 2 Council District 2 1 Status Active Description This project would consist of design and construction of a large shade structure with lighting at Cole Park Plaza. Justification Structure will be used for large gatherings and will offer shade from the weather and heat. Expenditures Prior Years 2025 2026 2027 Total Construction/Rehab 1,647,457 1,647,457 Design 129,543 129,543 Eng,Admin Reimbursements 13,000 160,000 173,000 Total 142,543 1,807,457 1,950,000 Funding Sources Prior Years 2025 2026 2027 Total General Fund(Prior) 142,543 1,807,457 1,950,000 Total 142,543 1,807,457 1,950,000 Budget Impact/Other 71 An assessment will be done upon completion of project to determine maintenance costs. 102 PROJECT LOCATION AGM Cwm swan . W N s CORPUS CHRISTI BAY SCALE. N.T.S. R e CA1p ore qw kg� we a � Q LOCATION MAP s NOT TO SCALE 4p of COLE PARK PIER a 1' .. + COLE PARK PROJECT LOCATION � r AERIAL MAP NOT TO SCALE PROJECT NUMBER:23041 COLE PARK PLAZA CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS SHADES TRUC TURF DEPARTMENT OF ENGINEERING SERVICES Corpus Chr sti Engineering Cole Park Plaza Shade Structure Council Presentation December 3 2024 Project VicinityCopw,Chrsti Engineering N 'tr l COLE PARK PIER 1 - FA.,-�K 7 \ S P;,) ECT LOCA77ON • Project Scope A� Corpus Chr sti Engineering Project scope includes: Base Bid: • New four-paneled shade structure (two colored) • Shade Structure on 12 concrete columns • White Lighting at each concrete column • Electrical outlets at the four corner columns • Stamped concrete and finishes to match existing Alternate #1: • RGBW lighting in lieu of white lighting 1 Cole Park Plaza Shade Structure Corpus Chr sti Engineering y -ro 4 Cole Park Plaza Shade Structure AC us�hrst� P Engineering SHADE STRUCTURE FINISHES: \ _ \ r.rc,srou \ so ro c.0 rant-ausro r � / / rwcilrm \ / W mGa[Mo11LN1dCiY muanswrtnai e4maw+aa/dRi9•am 5 Project Schedule A J C*C � Engineering 2024 20241 February — September October — December January— May Design Bid/Award Construction Project schedule reflects construction starting in January 2025 with anticipated completion by May 2025. Corp*Chl Engineering i Questons ?. .�vs cr w 0 U "'ORPpapzY° AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting December 3, 2024 DATE: December 3, 2024 TO: Peter Zanoni, City Manager FROM: Jeffrey Edmond, P.E., Director of Engineering Services 0effreye(u-)-cctexas.com (361) 826-3851 Robert Dodd, Director of Parks & Recreation robertd4(u-)cctexas.com (361) 826-3133 Josh Chronley, CTCD, Assistant Director of Finance & Procurement 0oshc2(o)cctexas.com (361) 826-3169 Construction Contract Award Sherrill Park Military Monument CAPTION: Motion awarding a construction contract to Marshall Company Ltd, Corpus Christi, TX, for the Sherril Park Military Monument project in an amount not to exceed $715,100.00 for the transportation and installation of a United States Army Bell Huey Helicopter, located in Council District 1 with FY 2025 funding available from the Bond 2024 Parks Fund. SUMMARY: This motion approves a construction contract for a military monument at Sherrill Park Veterans Memorial. Sherrill Park houses several veteran memorials, and a large pergola dedicated to veteran events. The park honors veterans from all branches of the military. This new memorial, the first included as part of the Sherrill Park Veterans Memorial Master Plan approved in March 2023, will be in the southeast corner of the park. A United States Army Bell Huey Helicopter will rest on a 15-foot-high steel pedestal. Two 26-foot- long concrete walls will frame the base of the helicopter, featuring the name of the park on each wall, backlit with LED lighting. The area between the two concrete walls beneath the helicopter will have green grass and the area will be lit to highlight the helicopter in the evenings. Visitors will be able to walk around the helicopter on a new 8,200 square foot path on colored concrete pavers. There will be more memorials to follow in future phases, honoring veterans from other branches of the military. The helicopter pedestal was designed by Turner Ramirez Architects with REM engineering as subconsultant. The structural elements and foundation for the Sherrill Park Military Monument have been designed to withstand calculated wind pressures, in compliance with building codes and standards applicable to Corpus Christi Bay, including hurricane events. All selected materials will safely transfer wind forces from the structure to the ground. BACKGROUND AND FINDINGS: On November 5, 2024, voters approved the City of Corpus Christi's Bond 2024 Program for a total of $175 million with thirty-eight projects. The propositions passed on election day include projects for streets, parks and recreation, public safety, and cultural facilities. One of the thirty- eight projects included $3 million for construction of the Sherrill Park Veterans Memorial. The whole project includes construction of helicopter pad and the design for the second phase of park improvements, which will include shading, seating, the design and installation of a U.S. Navy Submarine Sail, and other enhancements. The Sherrill Park Veterans Memorial was dedicated in March of 1952 and named after former Corpus Christi resident Warren Joseph Sherrill, a United States Navy Petty Officer, Second Class, who lost his life in service while aboard the U.S.S. Arizona at Pearl Harbor. He was Corpus Christi's first casualty in World War II. In February 2023, the City of Corpus Christi retained Turner Ramirez Architects to develop a master plan for Sherrill Park Veterans Memorial, and a stakeholder group was established to advise on the design and associated amenities. The stakeholder group consisted of representatives from the following organizations: • Mayor's Committee on Veterans Affairs • Parks & Recreation Advisory Committee • Veteran's Roundtable • Corpus Christi Veterans of Foreign Wars (VFW) • Veteran's Band • USSVI Sea Turtle Base Corpus Christi • South Texas Military Task Force • Nueces County Veteran's Service Office The Sherrill Park Master Plan is a high-level, conceptual design that outlines the spacing, arrangement of park features, signage, wayfinding, and public access. It sets the direction for all future development.The plan is divided into several phases, each designed to gradually transform the park into its new layout. Council approved project description amendment in July 2023 to include the design of a pedestal/pad for the United States Army Bell Huey Helicopter monument. Bell Textron Inc. donated the United States Army Bell Huey Helicopter and transported the helicopter to Corpus Christi. The helicopter is currently stored at the Del Mar College hangar located at Winward Campus, 4101 Old Brownsville Rd., 78405. The design for the second phase of Sherrill Park Veterans Memorial improvements will begin in spring of 2025. The items included in this phase will be presented to City Council for approval spring of 2026. PROJECT TIMELINE: 2023/2024 20241 November-September October-December January — June Design Bid/Award Construction Project schedule reflects award in December 2024 with anticipated completion by June 2025. COMPETITIVE SOLICITATION PROCESS: On October 31, 2024, Engineering Services Department issued a Request for Proposal (RFP) for the transportation and installation of the United States Army Bell Huey Helicopter using City's Facilities Multiple Award Contract (FMAC) program. The City of Corpus Christi received two proposals from the list of pre-approved contractors under FMAC. The City analyzed the proposals in accordance with the contract documents and determined that Marshall Company, Ltd. is the lowest responsive, and responsible proposer. A summary of the bids is provided below. PROPOSAL SUMMARY (RFP #2262) CONTRACTOR BASE Proposal Marshall Company, Ltd $715,100.00 Barcom Construction, Inc. $799,584.00 Engineer's Opinion of Probable $700,000.00 Construction Cost Marshall Company Ltd. General Construction is a local corporation established over 80 years ago and has since thrived in the construction industry primarily as a general contractor with headquarters in Corpus Christi, Texas. Marshall Company, Ltd. specializes in a diverse range of projects, including government, commercial, industrial, and multi-family buildings. Recent projects awarded in Corpus Christi include the Museum of Science and History Electrical Panel Upgrades and the O. N. Stevens Water Treatment Plant High Service 3 HVAC Improvements. Marshall Company, Ltd. General Construction has been awarded numerous facility improvements and new construction projects in the surrounding area: Corpus Christi RTA Ayers Transfer Station, Del Mar College Windward Campus Emergency Response Training Facility, Diocese of Corpus Christi Emmanuel Chapel Renovations, and the Corpus Christi Athletic Club Addition and Pickleball Facility. ALTERNATIVES: The alternative is not to award the construction contract to the responsive and responsible bidder, Marshall Company, Ltd. This would delay the installation of the military monument. FISCAL IMPACT: The fiscal impact in FY 2025 is an amount of $715,100.00 with funds available from the Bond 2024 Parks Fund. City funds will support this project prior to the bond issuance. Once the General Obligation Bonds are issued, the City funds will be reimbursed in accordance with the reimbursement resolution. Funding Detail: Fund: Parks & Rec 2024 GO Bd Prop B (3301) Department: Parks & Rec (27) Org: Grants and Capital Projects (89) Account: Construction contract (550910) Activity: 23052-3301-EXP Amount: $715,100.00 Amount: $715,100.00 RECOMMENDATION: Staff recommends awarding a construction contract for the Sherrill Park Military Monument of Corpus Christi to Marshall Company, Ltd. in the amount of$715,100.00, with anticipated completion by June 2025. LIST OF SUPPORTING DOCUMENTS: Location & Vicinity Maps COF Proposal CIP Page PowerPoint Capital Improvement Plan 2025 thru 2027 City of Corpus Christi, Texas Project# 23052 t> Project Name Sherrill Veterans Memorial Park Military Monument Type Improvement/Additions Department Parks&Recreation Useful Life 25 years Contact Director of Parks&Recreation Category Park Improvements Priority Priority Level 1 Council District 1 Status Active Description This project consists of construction of Sherrill Veteran's Memorial Park helicopter pad and the design of new memorials,event and reflection spaces,shading,pathways,seating,signage,landscaping,and lighting. Justification Meets the department's mission to manage and maintain parks,breaches,open spaces,and recreational facilities for the community. Expenditures Prior Years 2025 2026 2027 Total Construction/Rehab 2,400,000 2,400,000 Design 190,342 300,000 490,342 Eng,Admin Reimbursements 19,048 300,000 319,048 Total 209,390 3,000,000 3,209,390 Funding Sources Prior Years 2025 2026 2027 Total Certificates of Obligation(Prior) 100,000 100,000 G.O. Bond 2024 3,000,000 3,000,000 G.O. Bond Prior 41,285 41,285 General Fund(Prior) 68,105 68,105 Total 209,390 3,000,000 3,209,390 Budget hnpact/Other An assessment will be done upon completion of project to determine maintenance costs. Addendum No. 1 Project Name: Sherrill Park Military Monument(FMAC) Project Number: 23052 Owner: City of Corpus Christi OAR: Joseph Johnson,Assistant Director of Engineering Services, Construction Inspection Designer: Turner I Ramirez Architects By its signature below,Respondent accepts all of the terms and conditions of the proposal Acknowledgement, acknowledges receipt of all Addenda to the proposal and agrees, if this proposal is accepted,to enter into a Contract with the Owner and complete the Work in accordance with the Contract Documents for the proposal price. Respondent: Marshall Company, Ltd (full legal name of Respondent) Signature: //�f" (signature of person with authority to bind the proposal) Name: Michael Dodson (printed name of person signing proposal Form) Title: President (title of person signing proposal Form) Attest: e�( (signature) State of Residency:Texas Federal Tx ID No. 741248129 Address for Notices: PO Box 4995,Corpus Christi,TX 78469 Phone: 361-883-4369 Email: mikedodson marshallcom an inc.com Basis of Proposal Item DESCRIPTION UNIT ESTIMATED UNIT PRICE EXTENDED QUANTITY AMOUNT Base Proposal Part A-GENERAL(per SECTION 0129 01 MEASUREMENT AND BASIS FOR PAYMENT) Al MOBILIZATION (Maximum 5%) LS 1 $ 30,000.00 A2 STORM WATER POLLUTION PREVENTION LS 1 $ 12,200.00 A3 DEMOLITION LS 1 $ 10,000.00 A4 TRANSPORTATION/INSTALLATION OF HELICOPTER LS 1 $ 16,700.00 SUBTOTAL PART A-GENERAL(Items Al thru A4) 1 $ 68,900.00 FMAC Proposal Form Page 1 of 6 23052 Sherrill Park Military Monument(FMAC) Rev 8/2019 Addendum No. 1 Item DESCRIPTION UNIT ESTIMATED UNIT PRICE EXTENDED QUANTITY AMOUNT Part B-CONCRETE(per SECTION 0129 01 MEASUREMENT AND BASIS FOR PAYMENT) B1 CAST-IN-PLACE CONCRETE LS 1 $ 61,200.00 B2 CONCRETE FORMS LS 1 $ 10,100.00 B3 CONCRETE STRUCTURES, FINISHING AND CURING LS 1 $ 3,600.00 B4 REINFORCING STEEL LS 1 $ 9,800.00 SUBTOTAL PART B-CONCRETE(Items Bi thru 134) $ 84,700.00 Part C-METALS(per SECTION 0129 01 MEASUREMENT AND BASIS FOR PAYMENT) C1 ISTRUCTURAL STEEL AND METAL FRAMING LS 1 $ 51,800.00 SUBTOTAL PART D-ADA IMPROVEMENTS(Items CI) $ 51,800.00 Part D-FINISHES(per SECTION 0129 01 MEASUREMENT AND BASIS FOR PAYMENT) D1 HIGH-PERFORMANCE COATING LS 1 $ 11,500.00 SUBTOTAL PART D-FINISHES(Items Di) $ 11,500.00 Part E-SPECIALTIES(per SECTION 0129 01 MEASUREMENT AND BASIS FOR PAYMENT) E1 ISIGNAGE LS I 1 1 1 $ 23,500.00 SUBTOTAL PART E-SPECIALTIES(Items El) $ 23,500.00 Part F-ELECTRICAL(per SECTION 0129 01 MEASUREMENT AND BASIS FOR PAYMENT) F1 GROUNDING LS 1 $ 2,000.00 F2 WIRE AND CABLE LS 1 $ 14,000.00 F3 RECEWAYS LS 1 $ 11,000.00 F4 WIRING DEVICES LS 1 $ 700.00 F5 LUMINAIRES LS 1 $ 40,000.00 SUBTOTAL PART F-ELECTRICAL(Items F1 thru F5) $ 67,700.00 Part G-EARTHWORK(per SECTION 0129 01 MEASUREMENT AND BASIS FOR PAYMENT) G1 CLEARING AND GRUBBING LS 1 $ 15,200.00 G2 SITE GRADING LS 1 $ 19,400.00 G3 ROADWAY SUBGRADE SHAPING LS 1 $ - G4 CHANNEL SHAPING LS 1 $ - GS ITRENCHING LS 1 1 $ - G6 JEMBANKMENT LS I 1 $ - SUBTOTAL PART G-EARTHWORK(Items G1 thru G6) $ 34,600.00 Part H-EXTERIOR IMPROVEMENTS(per SECTION 0129 01 MEASUREMENT AND BASIS FOR PAYMENT) H1 ISUBGRADE AND BASE COURSE LS 1 1 $ 13,000.00 H2 I LIME TREATED SUBGRADE L5 1 1 1 $ 31,000.00 FMAC Proposal Form Page 2 of 6 23052 Sherrill Park Military Monument(FMAC) Rev 8/2019 Addendum No. 1 Item DESCRIPTION UNIT ESTIMATED UNIT PRICE EXTENDED QUANTITY AMOUNT H3 FLEXIBLE BASE COURSE LS 1 $ - H4 CONCRETE PAVING LS 1 $ 216,800.00 H5 CURB AND GUTTER LS 1 $ 4,300.00 H6 SIDEWALKS LS 1 $ 17,100.00 H7 UNDERGROUND SPRINKLERS LS 1 $ 10,600.00 H8 PLANTS LS 1 $ 11,100.00 H9 ISEEDING LS 1 $ - H10 ISODDING I LS 1 1 $ 8,400.00 SUBTOTAL PART H-EXTERIOR IMPROVEMENTS(Items H1 thru H10) $ 312,300.00 Part I-UTILITIES(per SECTION 0129 01 MEASUREMENT AND BASIS FOR PAYMENT) 11 EXCAVATION AND BACKFILL FOR UTILITIES LS 1 $ - 12 STORMWATER GRAVITY PIPING LS 1 $ - 13 STORMWATER STRUCTURES LS 1 $ - SUBTOTAL PART I-UTILITIES(Items 11 thru 13) $ - Part J-ALLOWANCES(per SECTION 0123 10 ALTERNATES AND ALLOWANCES) J1 IBOND AND INSURANCE AL 1 $ 25,100.00 J2 JUNFORESEEN CONDITIONS AL 1 $35,000.00 SUBTOTAL PART J-ALLOWANCES(Item J1 thru J2) $ 60,100.00 BID SUMMARY SUBTOTAL PART A-GENERAL(Items Al thru A4) $ 68,900.00 SUBTOTAL PART B-CONCRETE (Items B1 thru B4) $ 84,700.00 SUBTOTAL PART C- METALS(Items C1) $ 51,800.00 SUBTOTAL PART D- FINISHES(Items D1) $ 11,500.00 SUBTOTAL PART E-SPECIALTIES(Items E1) $ 23,500.00 SUBTOTAL PART F-ELECTRICAL(Items F1 thru 175) $ 67,700.00 SUBTOTAL PART G- EARTHWORK (Items G1 thru G6) $ 34,600.00 SUBTOTAL PART H - EXTERIOR IMPROVEMENTS(Items H1 thru H10) $ 312,300.00 SUBTOTAL PART I- UTILITIES(Items 11 thru 13) $ - SUBTOTAL PART J-ALLOWANCE (Items J1 THRU J2) $ 60,100.00 TOTAL PROJECT BASE PROPOSAL(PARTS A THRU J) $ 715,100.00 FMAC Proposal Form Page 3 of 6 23052 Sherrill Park Military Monument(FMAC) Rev 8/2019 PROJECT LOCATION 3� A00 , $ omen r !- xvrunaw .w N AffW CORPUS CHRISTI BAY - * " • SCALE: N.T.S. R #} _ S o� GoIg qp � LOCATION MAP s a NOT TO SCALE 10, ART CENTER 9 egolpe r 40 w a - COOPERS 40 00 OF JIF COOPF - Ch s RS ALLEY , +`' • °tea_ 'y .a SHERRILL PARK ,r i� . PROJECT LOCATION WATER'S EDGE PARK +� € 'r AERIAL MAP , NOT To SCALE PROJECT NUMBER: 23052 SHERRILL PARK CITY COUNCIL EXHIBIT ©' CITY OF CORPUS CHRISTI, TEXAS I\' MILITARY MONUMENT DEPARTMENT OF ENGINEERING SERVICES L46 Corpus Chr sti Engineering Sherrill Park Military Monument Council Presentation ►� December 03, 2024 Sherrill Park Military Monument Corpus Chr sti Engineering A US Army Bell Huey Helicopter was �_. T donated to the City of Corpus Christi by Bell Helicopter Corporation. ��� t ,. The helicopter is currently stored at the Del ' / Mar College hangar located at Winward ,r Campus It will be placed as a monument for the contributions to the local and national readiness of our armed forces. z - Project Scope - +a Corpus Chr sti Engineering This construction contract for Sherrill Park Military Monument includes: ➢ Transportation and installation of a U.S Army Bell Huey Helicopter that will rest on a 15-foot-high steel pedestal. ➢ Two 26-foot-long concrete walls that will frame the base of the pedestal, featuring the name of the park, backlit with LED lighting. ➢ Foot path on colored concrete pavers. ➢ Lighting to accentuate the helicopter during the evenings qw Project Rendering CorpusChrsti Engineering F - . J t� Project Schedule Corpu*ChI Engineering 1 1 1 2025 November-September October-December January-June Design Bid/Award Construction The project schedule reflects City Council award in December 2024 with anticipated completion by June 2025.