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Home My WebLink AboutAgenda Packet City Council - 12/10/2024 Cityof Corpus Christi 1201 Leopard Street Corpus Christi,TX 78401 cctexas.com Meeting Agenda Final-revised City Council Tuesday, December 10,2024 11:30 AM Council Chambers Addendums may be added on Friday. Public Notice: Persons with disabilities who plan to attend this meeting and who may need auxiliary aids or services are requested to contact the City Secretary's office (at 361-826-3105) at least 48 hours in advance so that appropriate arrangements can be made. Si Usted desea dirigirse al Concilio y cree que su ingles es limitado, habra un interprete ingles-espanol en todas las juntas del Concilio para ayudarle. This meeting may be held via videoconference call pursuant to Texas Government Code § 551.127. If this meeting is held via videoconference call or other remote method of meeting, then a member of this governmental body presiding over this meeting will be physically present at the location of this meeting unless this meeting is held pursuant to Texas Government Code § 551.125 due to an emergency or other public necessity pursuant to Texas Government Code § 551.045. A. Mayor Paulette Guajardo to call the meeting to order. B. Invocation to be given by Father Thomas Bartz with St. Nicholas Greek Orthodox Church. C. Pledge of Allegiance to the Flag of the United States and to the Texas Flag to be led by Alex Montalvo, 12th grader from South Texas Science & Technology High School. D. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. E. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: (ITEMS 1 -3) 1. 24-2031 FY 2024 4th Quarter Financial Report 2. 24-2061 Lake Corpus Christi Water Safety Coalition 3. 24-2050 48th annual Christmas Eve "Police Officers Christmas Angels" Food Basket Delivery City of Corpus Christi Page 1 Printed on 121912024 City Council Meeting Agenda-Final-revised December 10,2024 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: H. BRIEFINGS: (ITEM 4) Briefing information will be provided to the City Council during the Council meeting. Briefings are for Council information only. No action will be taken and no public comment will be solicited. The City Manager or City Council Liaison for any city board, commission, committee or corporation(including Type A or B Corporation) may report on the action(s) or discussion(s) of any such body's public meeting that occurred within one month prior to this City Council meeting. 4. 24-1933 Bond 2024 Residential Streets ($35 million) Council Briefing on Project Delivery Sponsors: Public Works/Street Department I. EXPLANATION OF COUNCIL ACTION: For administrative convenience, certain of the agenda items are listed as motions, resolutions, or ordinances. If deemed appropriate, the City Council will use a different method of adoption from the one listed;may finally pass an ordinance by adopting it as an emergency measure rather than a two reading ordinance;or may modify the action specified. J. CONSENT AGENDA: (ITEMS 5 - 28) NOTICE TO THE PUBLIC: The following items are consent motions, resolutions, and ordinances of a routine or administrative nature. The Council has been furnished with background and support material on each item, and/or it has been discussed at a previous meeting. All items will be acted upon by one vote without being discussed separately unless requested by a Council Member or a citizen, in which event the item or items will immediately be withdrawn for individual consideration in its normal sequence after the items not requiring separate discussion have been acted upon. The remaining items will be adopted by one vote. 5. 24-2039 Approval of the December 3, 2024 Regular Meeting Minutes Sponsors: City Secretary's Office City of Corpus Christi Page 2 Printed on 121912024 City Council Meeting Agenda-Final-revised December 10,2024 Consent-Second Reading Ordinances 6. 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 7. 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 8. 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 9. 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 10. 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 11. 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 12. 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 City of Corpus Christi Page 3 Printed on 121912024 City Council Meeting Agenda-Final-revised December 10,2024 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 13. 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 14. 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 Engineering Services 15. 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 Consent- Contracts and Procurement 16. 24-1823 Resolution authorizing a five-year service agreement with Cummins Southern Plains, LLC dba Cummins Sales and Service, of Arlington, Texas, with an office in Corpus Christi, in an amount up to $2,067,092.75, for preventative maintenance and purchase of parts for a total of nine generators, two automatic transfer switch inspections, and one rental equipment for generator operability testing at the O.N. Stevens Water Treatment Plant, Pump Stations, and Wesley Seale Dam, with FY 2025 City of Corpus Christi Page 4 Printed on 121912024 City Council Meeting Agenda-Final-revised December 10,2024 funding of$238,780.00 from the Water Fund. (6 votes required) Sponsors: Corpus Christi Water and Finance &Procurement 17. 24-1640 Resolution authorizing a five-year agreement with Axon Enterprise, Inc., of Scottsdale, Arizona, for an amount up to $63,696.80 for the purchase of 14 tasers, supplies, software licenses, and training for the Corpus Christi International Airport, with FY 2025 funding of$12,739.36 from the Airport Fund. (6 votes required) Sponsors: Aviation Department and Finance &Procurement 18. 24-1910 Resolution authorizing the purchase of a mainline control system from Groebner & Associates, Inc., of Rogers, Minnesota, for use by the Gas Department to repair pipelines and isolate sections of gas mains in the absence of pressure control fittings in cases of emergency, for $168,062.77, with FY 2025 funding from the Gas Operations Fund. Sponsors: Gas Department and Finance &Procurement 19. 24-1881 Motion authorizing the purchase and installation of communication equipment from Zetron, Inc., of Redmond, Washington, through the HGAC Cooperative, for$103,319.08 to replace antiquated equipment for Fire Station #3, with FY2025 funding from the General Fund. (6 votes required) Sponsors: Information Technology Services, Fire Department and Finance & Procurement 20. 24-1883 Motion authorizing execution of a five-year cooperative agreement with Everbridge, Inc., of Pasadena, California, through the federal General Services Administration, for $87,215.44 annually, with a potential up to $436,077.20, for software license renewals for the Reverse Alert mass notification system utilized in the Emergency Operations Center, with FY 2025 funding from the Local Emergency Planning Committee (LEPC) Fund. (6 votes required) Sponsors: Information Technology Services, Fire Department and Finance & Procurement 21. 24-1882 Motion authorizing execution of a three-year cooperative agreement with Great South Texas Corp dba Computer Solutions, of San Antonio, through the TIPS Cooperative in the amount of$84,494.70 for license renewals of the Meraki Mobile Device Management software for managing security policies, providing application deployment, device wiping and control for Apple iOS and Android devices, with continuing three-year renewals subject to future budget appropriations, with FY2025 funding from the Information Technology Fund. (6 votes required) Sponsors: Information Technology Services and Finance &Procurement Consent- Capital Projects 22. 24-1950 Motion awarding a professional services contract to Ardurra Group, of Corpus Christi, Texas, to provide design and bid phase services for a new City of Corpus Christi Page 5 Printed on 121912024 City Council Meeting Agenda-Final-revised December 10,2024 Solids Handling & Disposal Facility at the O.N. Stevens Water Treatment Plant (ONSWTP) in an amount not to exceed $4,789,425, with FY 2025 funding available from the Water Capital Fund. (6 votes required) Sponsors: Corpus Christi Water, Engineering Services and Contracts and Procurement 23. 24-1698 Motion authorizing a professional services contract amendment No. 2 with STV Inc., San Antonio, Texas, to provide design and construction phase services for the Navigation Pump Station Improvements Project in the amount of$626,237.00 for a total restated fee not to exceed $2,157,002.00, with FY 2025 funding available from the Water Capital Fund. (6 Votes Required) Sponsors: Corpus Christi Water, Engineering Services and Contracts and Procurement 24. 24-1971 Motion authorizing a professional services contract with Halff Associates, Inc., Corpus Christ, Texas, to provide design, bid, and construction phase services for the 16-Inch Water Main Extension Hwy 286 to Alameda St. project in an amount not to exceed $337,848.50, located in Council District 1, with FY 2025 funding available from Water Capital Fund. (6 votes required) Sponsors: Corpus Christi Water, Engineering Services and Contracts and Procurement General Consent Items 25. 24-1997 Motion authorizing renewal of an agreement with the United Corpus Christi Chamber of Commerce to support the operations and activities of the South Texas Military Task Force during Fiscal Year 2025 in the amount of $75,000. (6 votes required) Sponsors: Intergovernmental Relations Consent-First Reading Ordinances 26. 24-1995 One reading ordinance adopting a new Bayside Area Development Plan, an element of the Plan CC Comprehensive Plan; rescinding the former Southeast Area Development Plan adopted by ordinance #022265; and amending conflicting plans. Sponsors: Planning and Community Development Department 27. 24-1975 Ordinance authorizing a three-year Joint Use Agreement with WellMed Charitable Foundation for operation and use of the Zavala Senior Center located at 510 Osage Street and Joe Garza Recreation Center located at 3204 Highland Avenue, with two one-year options. (6 votes required) Sponsors: Parks and Recreation Department 28. 24-2051 Ordinance disannexing approximately 129.44 acres of land in between Interstate Highway 37 and Industrial District No. 1; amending the City of Corpus Christi Page 6 Printed on 121912024 City Council Meeting Agenda-Final-revised December 10,2024 boundaries of Industrial District No. 1 to include the disannexed area; and approving Industrial District Agreement with Flint Hills Resources Corpus Christi, LLC, Koch Refining Co LP, and Osage Power Inc requiring payment in lieu of taxes in the amount of 100% of the ad valorem taxes that would be due if the property remained in the City. Sponsors: Planning and Community Development Department K. RECESS FOR LUNCH The City Council will take a lunch break at approximately 1:30 p.m. L. PUBLIC HEARINGS: (ITEM 29) The following items are public hearings and public hearings with first reading ordinances. Each item will be considered individually. 29. 24-1858 Zoning Case No. ZN8477, MPM Development LP (District 5). Ordinance rezoning a property at or near 6817 Brooke Road, from the "RM-2" Multifamily District to the "CG-2" General Commercial District; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval). (6 votes required) Sponsors: Development Services M. INDIVIDUAL CONSIDERATION ITEMS: (ITEMS 30 - 33) The following items are motions, resolutions or ordinances that may be considered and voted on individually. 30. 24-1916 Motion awarding a construction contract to Mako Contracting of Corpus Christi, Texas, for the construction of the North Beach canal project, the reconstruction of Beach Ave, Gulfspray Ave, the new Eco Park facilities and utility improvements, located in Council District 1, in an amount not to exceed $23,830,788.56 with FY 2025 funding from the Storm Water Capital Fund and the American Rescue Plan Grant fund with remaining amount subject to future appropriation for FY26 & FY27 (6 votes required) Sponsors: Public Works/Street Department, Engineering Services and Contracts and Procurement 31. 24-2029 Resolution authorizing a Chapter 380 Economic Development Agreement between the City of Corpus Christi, Texas and 2AVH Calallen, LP; which will provide for ad valorem and sales tax rebates not to exceed a total of $5,200,000.00 pursuant to Texas Local Government Code Section 380.001 et seq. Sponsors: Economic Development 32. 24-1940 Motion authorizing a professional services contract with Hanson Professional Services of Corpus Christi, TX, in an amount not to exceed $1,181,870.00 for the design of North Padre Island's Michael J. Ellis Seawall Improvement project, located in District 4, with FY 2025 funding available from Tax Increment Reinvestment Zone #2 Fund. (6 votes City of Corpus Christi Page 7 Printed on 121912024 City Council Meeting Agenda-Final-revised December 10,2024 required) Sponsors: Economic Development, Engineering Services and Contracts and Procurement 33. 24-2005 One reading Ordinance designating a certain geographic area in the City of Corpus Christi as "Project Financing Zone [Number One], City of Corpus Christi, Texas" and providing an expiration date for the Zone; making certain findings related thereto; directing that the Texas Comptroller of Public Accounts be notified of the Zone's creation within thirty (30) days of its designation; requesting that the Comptroller deposit incremental hotel-associated tax revenues from the Zone into a suspense account held in trust for the city's qualified project activities; providing for notification to the Comptroller in the event that qualified project activities are abandoned or not commenced within five years of the initial deposit to the suspense account; and containing other related matters. Sponsors: Economic Development N. EXECUTIVE SESSION: (ITEMS 34 - 351 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. 34. 24-1957 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 35. 24-2033 Executive session pursuant to Texas Government Code § 551.071 City of Corpus Christi Page 8 Printed on 121912024 City Council Meeting Agenda-Final-revised December 10,2024 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to personnel matters, the Americans with Disabilities Act, other federal employment laws and regulations, and Texas statutes. O. 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Ct&,Mal i._CMA r.eT Rl..yp..- L{T Oe rrH1F.a.YR y r 2024 Christmas Angels Food Basket Delivery - f EMIL Time and Date: Tuesday,December 24,2024,volunteers will gather at Windsor Park Elementary School located at 4525 Alameda.Loading of baskets begins approximately 6:00 a.m. i` Nd Ilk IF a 481" Year of event, which is a partnership between • Names for the food baskets are provided by officers who have documented Attorney Bob Corrigan, individuals in need through personal contacts. the police department, • This year, approximately 125 Corpus Christi families will be provided with 4 and citizens of the boxes of assorted food items for the holidays. community. • Over 200 individuals participated in last year's event of giving. IWO,! ._�'IIIiIIIIIIIIIIIIIIIIIIIIIIIIP gpoliq ✓�. 1 1 _ AV t r /) 00:10 102:27 L7 y r 2024 Christmas Angels Food Basket Delivery se 0 0 U NCORPO0.1¢ AGENDA MEMORANDUM ss52 City Council Meeting of December 10, 2024 DATE: December 10, 2024 TO: Peter Zanoni, City Manager FROM: Ernesto De La Garza, P.E., Director of Public Works Ernesto D2a-cctexas.com (361) 826-1677 Bond 2024 Residential Streets Program STAFF PRESENTER(S): Name Title/Position Department 1. Ernesto De La Garza Director Public Works BACKGROUND: 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. Proposition A (Streets) includes a total of eighteen street projects located citywide with an estimated cost of$89.5 million. One of the eighteen projects is Bond 2024 Residential Streets which included $35 million to repair residential streets. The repair of residential streets is a crucial aspect of maintaining the overall infrastructure of our city. By investing in these projects, we are not only improving the safety and functionality of our streets but also enhancing the quality of life for our residents. The briefing today will present the Bond 2024 Residential Streets Project Workplan including a list of streets selected from the Council-approved FY 2026 Rapid Pavement Program and the implementation plan. LIST OF SUPPORTING DOCUMENTS: PowerPoint— Bond 2024, Residential Streets Y + j fm Rv IF Bond 2024 Residential Streets ■ Council . • PAVEMENT 0 DEPARTMENT OF PUBLIC WORKS PUeLICRWORKS . . . . . Ernesto De La Garza, P.E., Director = ; � : 0 0 Proposition A - Streets - Residential Streets Project Overview Ro :Eo Proposition A (Streets) B@NDWIDE 9024 ` Residential Streets Projecto J «ems l Cost: $35M ` RESIDENTIAL STREETS $35 Million Rapid Pavement Program (RPP) Timeline RPP 2026 to be completed as Bond 0 - a 0 o RAPID • PAVEMENT PROGRAM tf�'" Residential • • BeforeApproach Residential Streets w/ PCI 0 -55 r Residential Streets ➢ 373 CL miles rated with PCI 0—55(Failed to Very Poor) � I ➢ 12 Mile Degradation-6 Mile Productivity=6 Degradation Annually Despite Repairs �_ ➢ Previous RSRP Productivity(w/o Degradation) z - 62 years to complete - $930 Million(2023 Estimate) L.g.nd NII -PGI RANGE O-55 ' 12/6/2024 Comparison of " ' 2024 Estimated Pavement Only Approach•. Actual Completed Work Comparison of approaches to improve 373 CL miles of local streets with PCI 0 — 55 (Failed to Very Poor) Legacy Pavement Only Pavement Only Estimated Actual 6 CL miles/year 31 CL miles/year 44 CL miles/year 62 years 12 years { 8.5 years $930 Million $180 Million $332 Million 12/6/2024 FY2024 RPP PW VS Contractor Comparison 36% 64% G° 44 CILM Total Total Centerline Miles Completed FY 2024 Timeline— Bond Projects, RPP Program, and PCI update January—Complete Bond 2024 Completed FY 2024 RPP February—Begin FY 2027 RPP 1 October-Begin FY 2025 RPP June-Begin Bond 2024 July- Complete FY2025 RPP/Present Council with RPP 2027-2031 12/6/2024 Bond 2024 - Residential Streets �. Distribution of Work . T CENTERLINE MILES 1 5.2 2 5.2 3 6.5 4 5.4 5 5.1 Total 27.4 Questions? Proposed Schedule FY2024 FY2025 FY2026 Rapid Pavement Program-Plasidential O N D J F M A M J J A S O N J F M A M J J A S O N D J F M A M J J A S Contract Reparation Advertise&Award(4 months) DO Design Contractual Construction I H Construction DO IDesigr n s' Contractual Construction N I H Construction Contract Preparation SAdvertise&Award(4months) DODesigr Contractual Construction I H Construction Data Collection g Data Eval utation Council Approval of RPP 2027-2031 Contract Preparation(2027,2028,2029) Advertise&Award(4 months) n g ooDasign N Contractual Construction H Construction Cityof Corpus Christi 1 Leopard Street F'„ Corppuu s Christi,TX 78401 y cctexas.com Meeting Minutes City Council Tuesday, December 3,2024 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 11:35 a.m. B. Invocation to be given by Pastor Don Leavell with Corpus Christi Christian Fellowship. Pastor Don Leavell with Corpus Christi Christian Fellowship gave the invocation. 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. Mariah Grimaldo, 12th grader from Premier High, 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. 24-1994 Recognition of Corpus Christi Fire Marshall Randy Paige City Manager Peter Zanoni recognized the retirement of Corpus Christi Fire Department's Assistant Fire Chief and Fire Marshal Randy Paige. Assistant Chief Tony Perez will serve as the acting Fire Marshal until the new Fire Marshal position is filled. F. PUBLIC COMMENT Mayor Guajardo opened public comment. City of Corpus Christi Page 1 Printed on 121612024 City Council Meeting Minutes December 3,2024 John Weber, Corpus Christi, TX, spoke against desalination. Adam Rios, Corpus Christi, TX, advocated for skating and shop small Saturday. Alissa Mejia, Corpus Christi, TX, spoke in support of Item 32, Bayside Area Development Plan. Rachel Caballero, Corpus Christi, TX, spoke about water rates and against desalination. The following citizen submitted a written public comment which is attached to the minutes: John Weber, Corpus Christi, TX. G. BOARD &COMMITTEE APPOINTMENTS: (NONE) H. BRIEFINGS: (NONE) I. EXPLANATION OF COUNCIL ACTION: J. CONSENT AGENDA: (ITEMS 2 - 31) Approval of the Consent Agenda Mayor Guajardo referred to the Consent Agenda. Items 7, 11, 17, 20, 22, and 23 were pulled for individual consideration. Council Member Barrera moved to approve the consent agenda with the exception of Items 7, 11, 17, 20, 22, and 23, seconded by Council Member Suckley. The motion carried by the following vote: Aye: 9- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Abstained: 0 2. 24-1954 Approval of the November 19, 2024 Regular Meeting Minutes The Minutes were approved on the consent agenda. 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 Capital Budget, and amending the Capital Improvement Program by adding 38 Bond 2024 Program projects. (6 votes required) City of Corpus Christi Page 2 Printed on 121612024 City Council Meeting Minutes December 3,2024 This Ordinance was passed on second reading on the consent agenda. Enactment No: 033518 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) This Ordinance was passed on second reading on the consent agenda. Enactment No: 033519 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) This Ordinance was passed on second reading on the consent agenda. Enactment No: 033520 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) This Resolution was passed on the consent agenda. Enactment No: 033521 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) Mayor Guajardo referred to Item 7. City of Corpus Christi Page 3 Printed on 121612024 City Council Meeting Minutes December 3,2024 Council Members and Fire Chief Brandon Wade discussed the following topics: the quick response times and high quality care provided by the Corpus Christi Fire Department; and satisfaction with selecting a reputable Texas based company for this purchase. Council Member Pusley moved to approve the motion, seconded by Council Member Campos. This Motion was passed and approved with the following vote: Aye: 9- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Abstained: 0 Enactment No: M2024-172 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 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) This Motion was passed on the consent agenda. Enactment No: M2024-173 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) This Resolution was passed on the consent agenda. Enactment No: 033522 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) This Motion was passed on the consent agenda. Enactment No: M2024-174 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, City of Corpus Christi Page 4 Printed on 121612024 City Council Meeting Minutes December 3,2024 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) Mayor Guajardo referred to Item 11. Council Member Suckley pulled this item to abstain. Council Members and Director of Engineering Services Jeff Edmonds discussed the following topics: the difference between the estimated cost and the contract cost and pleasure with it being under the estimated cost; cost overruns are not expected; desire to use the savings on other streets in District 1; and support for this street reconstruction project because it also includes the sidewalks, curbs, and gutters. Council Member Hunter moved to approve the motion, seconded by Council Member Hernandez. This Motion was passed and approved with the following vote: Aye: 8- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Roy, Council Member Klein and Council Member Campos Abstained: 1 - Council Member Suckley Enactment No: M2024-175 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) This Motion was passed on the consent agenda. Enactment No: M2024-176 General Consent Items 13. 24-1972 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. This Resolution was passed on the consent agenda. City of Corpus Christi Page 5 Printed on 121612024 City Council Meeting Minutes December 3,2024 Enactment No: 033523 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. This Resolution was passed on the consent agenda. Enactment No: 033524 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. This Resolution was passed on the consent agenda. Enactment No: 033525 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. This Resolution was passed on the consent agenda. Enactment No: 033526 17. 24-1922 Resolution adopting the City of Corpus Christi's Legislative Agenda for Federal Legislative Priorities for the 119th U.S. Congress. Mayor Guajardo referred to Item 17. Council Member Campos moved to amend this item to include support for a high speed rail between Corpus Christi and San Antonio, seconded by Council Member Klein. Council Members and Director of Intergovernmental Relations Ryan Skrobarczyk discussed the following topics: concerns that a high speed rail would take away passengers from Corpus Christi International Airport; the high cost and length of time to build a high speed rail; transportation infrastructure is included in the current federal legislative agenda; and concern that there would not be enough demand to sustain the rail. The motion to amend failed. Council Member Barrera moved to approve the resolution, seconded by Council Member Suckley. This Resolution was passed and approved with the following vote: City of Corpus Christi Page 6 Printed on 121612024 City Council Meeting Minutes December 3,2024 Aye: 9- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Abstained: 0 Enactment No: 033527 18. 24-1970 Resolution Adopting the City of Corpus Christi's State Legislative Agenda for the 89th Texas Legislature This Resolution was passed on the consent agenda. Enactment No: 033528 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) This Resolution was passed on the consent agenda. Enactment No: 033529 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) Mayor Guajardo referred to Item 20. Council Member Campos pulled this item to vote against it. Council Member Barrera moved to approve the resolution, seconded by Council Member Pusley. This Resolution was passed and approved with the following vote: Aye: 7- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley and Council Member Roy Nay: 2- Council Member Klein and Council Member Campos Abstained: 0 Enactment No: 033530 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. This Ordinance was passed on first reading on the consent agenda. City of Corpus Christi Page 7 Printed on 121612024 City Council Meeting Minutes December 3,2024 22. 24-1948 Ordinance disannexing approximately 15.4 acres of land at or near Nueces Bay Boulevard and Broadway Street. Mayor Guajardo referred to Item 22. Council Members and City Attorney Miles Risley discussed the following topics: this disannexation is part of the contract with Flint Hills; and the City will ultimately be the owner of this land and the City can re-annex the land after the sale of the land to Flint Hills closes. Council Member Barrera moved to approve the ordinance, seconded by Council Member Pusley. This Ordinance was passed on first reading and approved with the following vote: Aye: 7- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley and Council Member Roy Nay: 2- Council Member Klein and Council Member Campos Abstained: 0 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) Mayor Guajardo referred to Item 23. Council Member Campos pulled this item to vote against it. Council Members discussed concerns that 380 agreements increase the tax burden of citizens. Council Member Barrera moved to approve the ordinance, seconded by Council Member Pusley. This Ordinance was passed on emergency and approved with the following vote: Aye: 7- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley and Council Member Roy Nay: 2- Council Member Klein and Council Member Campos Abstained: 0 Enactment No: 033531 City of Corpus Christi Page 8 Printed on 121612024 City Council Meeting Minutes December 3,2024 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) This Ordinance was passed on first reading on the consent agenda. 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) This Ordinance was passed on first reading on the consent agenda. 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) This Ordinance was passed on first reading on the consent agenda. 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) This Ordinance was passed on first reading on the consent agenda. 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) This Ordinance was passed on first reading on the consent agenda. 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; City of Corpus Christi Page 9 Printed on 121612024 City Council Meeting Minutes December 3,2024 and amending the FY 2025 Operating Budget. (6 votes required) This Ordinance was passed on first reading on the consent agenda. 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. This Item was withdrawn. 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) This Ordinance was passed on first reading on the consent agenda. K. RECESS FOR LUNCH Mayor Guajardo recessed the Council meeting for lunch at 1:31 p.m. Executive Session Items 38 and 39 were held during the lunch recess. Mayor Guajardo reconvened the meeting at 2:27 p.m. L. PUBLIC HEARINGS: (ITEMS 32 - 33) 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. Mayor Guajardo referred to Item 32. Planning Manager of Planning & Community Development Annika Yankee presented information on the following topics: Bayside District Boundary; public engagement; policy initiatives; and vision themes. Council Members and Planning Manager Yankee discussed the following topics: consultant company is headquartered in Houston; a desire to utilize local consultants for these types of projects; hope that future councils will stick more closely to the plan when considering future zoning changes; this plan is different from the last one created in 1995 because it includes new ideas, policies, and priorities that didn't exist then; and there was a lot of community engagement when developing this plan that helps the city dovetail the city's priorities with the community's priorities for this area of town. Mayor Guajardo opened the public hearing. City of Corpus Christi Page 10 Printed on 121612024 City Council Meeting Minutes December 3,2024 There were no comments from the public. Mayor Guajardo closed the public hearing. 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. Mayor Guajardo referred to Item 33. Director of Economic Development Arturo Marquez presented information on the following topics: local government code requirements; proposed development highlights; project location; proposed housing options; proposed entrance and signage; parks and amenities; and pool and clubhouse. Council Members and Director Marquez discussed the following topics: a 10 year build out timeframe; and the developers and landowners involved in this project. Mayor Guajardo opened the public hearing. There were no comments from the public. Mayor Guajardo closed the public hearing. Council Member Hernandez moved to approve the resolution, seconded by Council Member Barrera. This Resolution was passed and approved with the following vote: Aye: 7- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley and Council Member Roy Nay: 2- Council Member Klein and Council Member Campos Abstained: 0 Enactment No: 033532 M. INDIVIDUAL CONSIDERATION ITEMS: (ITEMS 34 - 37) 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) Mayor Guajardo referred to Item 34. Council Members and Director of Engineering Services Jeff Edmonds discussed the City of Corpus Christi Page 11 Printed on 121612024 City Council Meeting Minutes December 3,2024 following topics: this is the first Bond 2024 project being awarded a construction contract; appreciation for this project by the Northwest community; the new District 5 police substation contract will be brought in the first quarter; and excitement that this project is saving money by being built at a city park. Mayor Guajardo opened public comment. There were no comments from the public. Mayor Guajardo closed public comment. Council Member Roy moved to approve the motion, seconded by Council Member Pusley. This Motion was passed and approved with the following vote: Aye: 9- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Abstained: 0 Enactment No: M2024-177 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. Mayor Guajardo referred to Item 35. Director of Finance Sergio Villasana presented information on the following topics: background information; approved projects; reallocation of American Rescue Plan Act (ARPA) funds; and grant administration. Council Members, Director Villasana, and Assistant City Manager Heather Hurlbert discussed the following topics: that funding amounts for each project are not changing; and funds are being reclassified in accordance with ARPA guidelines. Council Member Campos moved to approve the ordinance, seconded by Council Member Barrera. This Ordinance was passed on first reading and approved with the following vote: Aye: 9- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos City of Corpus Christi Page 12 Printed on 121612024 City Council Meeting Minutes December 3,2024 Abstained: 0 36. 24-1913 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. (6 votes required) Mayor Guajardo referred to Item 36. Council Members, City Manager Peter Zanoni, Director of Engineering Services Jeff Edmonds, and Director of Parks and Recreation Robert Dodd discussed the following topics: that the sails are rated for winds up to 150 mph but they will be removed when a wind event is expected in accordance with current procedures; the sails should last about 10 years; and the structure for the sails is the more costly part of the project. Mayor Guajardo opened public comment. There were no comments from the public. Mayor Guajardo closed public comment. Council Member Barrera moved to approve the motion, seconded by Council Member Roy. This Motion was passed and approved with the following vote: Aye: 9- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Abstained: 0 Enactment No: M2024-178 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) Mayor Guajardo referred to Item 37. Council Members, City Manager Peter Zanoni, and Director of Parks and Recreation Robert Dodd discussed the following topics: thanked Council Member Mike Pusley and community member Mike Scott for their efforts to bring a helicopter to this park; this is a great project; and regular maintenance will occur to keep the helicopter in good condition. Mayor Guajardo opened public comment. There were no comments from the public. City of Corpus Christi Page 13 Printed on 121612024 City Council Meeting Minutes December 3,2024 Mayor Guajardo closed public comment. Council Member Pusley moved to approve the motion, seconded by Council Member Hunter. This Motion was passed and approved with the following vote: Aye: 9- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Abstained: 0 Enactment No: M2024-179 N. EXECUTIVE SESSION: (ITEMS 38 -39) Mayor Guajardo referred to Executive Session Items 38 and 39. The Council went into Executive Session at 1:31 p.m. The Council returned from Executive Session at 2:27 p.m. 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. This E-Session Item was discussed in executive session. 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 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. The following motion was considered: City of Corpus Christi Page 14 Printed on 121612024 City Council Meeting Minutes December 3,2024 Motion to authorize the execution of amendments, agreements and encumbrance of funds for legal, engineering, and other professional consulting and expert witness services and associated court reporter, copy, travel, data, and other costs for the lawsuit of Graham 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 in a total added amount not to exceed $296,543 with the law firms of Kilpatrick Townsend & Stockton, LLP and Hartline Barger, LLP and authorize carry-over of unexpended funds into the following fiscal years. Council Member Barrera moved to approve the motion, seconded by Council Member Hunter. This Motion was passed and approved with the following vote: Aye: 9- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Abstained: 0 Enactment No: M2024-180 O. ADJOURNMENT There being no further business, Mayor Guajardo adjourned this meeting at 2:29 p.m. City of Corpus Christi Page 15 Printed on 121612024 Tuesday, December 3, 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, December 3, 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 Once again, Council member Pusley appears to attempt to discredit a public comment. Statement of fact.The voice on the recording I played on Nov. 19th was past Assistant City Manager Ron Massey. The recording came from the City's website. Here is a link. Feel free to watch and listen to the whole meeting, as I only had time to play 2 minutes. https://corpuschristi.granicus.com/player/clip/34?view_id=13&meta_id=2168&redirect=true Provide an email to receive a copy of js_weber@hotmail.com your submission. 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 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 McKenzie 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' 00"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. 6 Exhibit B — Map of Annexed Property in Industrial District#1 N SOP - f,s• i Legend SANCHEZ ROBERT R 3RA(T 8I NUCMS 8AY WLE LP TRACL#2 City Limits 0 rkbi l oisb x L 7 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 Property as described in Deeds recorded in Document Numbers 231992, 243743, & 724137, Deed Records of Nueces County, Texas, and the 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 8 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. 9 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 past 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. 10 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 .4 p U2s U5 GH1tesN�.Mt31R1'��I^�alTT GS -mb IMlle 11 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: 12 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 13 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 14 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 15 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. 16 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 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 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) 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 � S cl �o o� � µCORPOOI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting December 10, 2024 DATE: December 10, 2024 TO: Peter Zanoni, City Manager FROM: Nicholas Winkelmann, P.E., Director of Water Systems and Support Services NickWCa-)cctexas.com (361) 826-1796 Sergio Villasana, Director of Finance sergiov2(a cctexas.com (361) 826-3227 Preventative Maintenance and Repairs for O.N. Stevens Water Treatment Plant, Pump Stations and Wesley Seale Dam Generators CAPTION: Resolution authorizing a five-year service agreement with Cummins Southern Plains, LLC dba Cummins Sales and Service, of Arlington, Texas, with an office Corpus Christi, in an amount up to $2,067,092.75, for preventative maintenance and purchase of parts for a total of nine generators, two automatic transfer switch inspections, and one rental equipment for generator operability testing at the O.N. Stevens Water Treatment Plant, Pump Stations, and Wesley Seale Dam, with FY 2025 funding of $238,780.00 from the Water Fund. SUMMARY: This resolution authorizes a five-year service agreement for preventative maintenance and repairs for generators. This service agreement will be utilized to repair and maintain generators at the O.N. Stevens Water Treatment Plant, Nueces River Pump Station, Sand Dollar Pump Station, the Mary Rhodes Pipeline Pump Stations and the Wesley Seale Dam. These generators are critical to maintain the delivery of raw water to be treated and furnish treated water through the distribution system to our customers during a power outage. BACKGROUND AND FINDINGS: The O. N. Stevens Water Treatment Plant, Nueces River Pump Station, Sand Dollar Pump Station, Bloomington Pump Station, Woodsboro Pump Station and Wesley Seale Dam are equipped with alternate generator sets. The generator sets are crucial for emergency power to keep the water system operational during power outages. The alternate power generator sets have proprietary controllers and software that provide synchronization and proper power distribution for the generators. The City has a responsibility to maintain uninterrupted service to distribute water to all wholesale, commercial, industrial and residential customers of Corpus Christi Water. The number and location of the Cummins' equipment are shown on the table below. Location Equipment KW O.N. Stevens Water Treatment Plant 4 2000 Nueces River Pump Station 1 2000 Sand Dollar Pump Station 1 400 Wesley Seale Dam 1 100 Woodsboro Pump Station 1 16 Bloomington Pump Station 1 16 Automatic Transfer Switch Inspection 2 N/A Rental equipment for load bank testing 1 N/A PROCUREMENT DETAIL: This procurement falls under the Local Government code, Section 252.022(a)(2), the purchase is necessary to preserve or protect the public health and safety of the City's residents, and 252.022(a)(7)(A), this item is available from only one source because of patents, copyrights, secret processes, or natural monopolies. Preventative maintenance is crucial for emergency power to keep the water system operational during power outages ALTERNATIVES: The alternative to awarding this contract would be to forego maintenance and award emergency contracts for repairs as needed as CCW does not have the equipment, tooling, and specially trained employees who can complete these repairs. Not properly maintaining, inspecting or testing the generators as required would lead to a disruption of treatment and service capabilities. FISCAL IMPACT: The fiscal impact for Corpus Christi Water in FY 2025 is $238,780.00 from the Water Fund. The remaining cost will be budgeted in future years through the annual budget process. FUNDING DETAIL: Fund: 4010 Water Fund Organization/Activity: 31010 O.N. Stevens Water Treatment Plant Department: 045 Treat Water Project # (CIP Only): N/A Accounts: 530215 Maintenance & repairs — Contracted Amount: $212,940.00 Fund: 4010 Water Fund Organization/Activity: 30250 Lake Texana Pipeline (Mary Rhodes Pipeline) Department: 045 Treat Water Project # (CIP Only): N/A Accounts: 530215 Maintenance & repairs — Contracted Amount: $13,945.00 Fund: 4010 Water Fund Organization/Activity: 30200 Wesley Seale Dam Department: 045 Treat Water Project # (CIP Only): N/A Accounts: 530215 Maintenance & repairs — Contracted Amount: $11 ,895.00 RECOMMENDATION: The Staff recommends approval of this resolution for preventive maintenance of generators, automatic transfer switch and rental equipment for load bank testing. LIST OF SUPPORTING DOCUMENTS: Resolution Service Agreement Price Sheet Resolution authorizing a five-year service agreement with Cummins Southern Plains, LLC dba Cummins Sales and Service, of Arlington, Texas, in an amount up to $2,067,092.75, for preventative maintenance and purchase of parts for a total of nine generators, two automatic transfer switch inspections, and one rental equipment for load bank testing at the O.N. Stevens Water Treatment Plant, Pump Stations, and Wesley Seale Dam, with FY 2025 funding of$238,780.00 from the Water Fund. WHEREAS, the five-year service agreement with Cummins Southern Plains, LLC dba Cummins Sales and Service for preventative maintenance and parts for nine generators located at the O.N. Stevens Water Treatment Plant, Pump Stations, and Wesley Seale Dam; WHEREAS, these services are critical in sustaining the emergency generators; WHEREAS, State law provides that such procurements, as outlines above, are subject to statutory procurement requirements, including competitive bids, unless an exception applies; WHEREAS, there is a statutory exemption 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; and WHEREAS, there is an additional statutory exemption for this procurement in Local Government Code, Section 252.022(a)(7)(A), as this item is available from only one source because of patents, copyrights, secret processes, or natural monopolies. 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 a five-year agreement preventative maintenance and purchase of parts for a total of nine generators, two automatic transfer switch inspections, and one rental equipment for load bank testing, located at the O.N. Stevens Water Treatment Plant, Pump Stations, and Wesley Seale Dam, with Cummins Southern Plains, LLC dba Cummins Sales and Service, in an amount up to $2,067,092.75, with FY 2025 funding of $238,780.00 from the Water Fund. PASSED AND APPROVED on the day of , 2024 ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary City of Corpus Christi Price Sheet Sr. Buyer: Minerva Alvarado Cummuns Generator Preventive Maintenance and Repair Local Government State Exemption 252 Cummuns Southern Plains LLC, dba Cummins Sales & Service Arlington, TX Item Description Qty-Yrs Annual Cost Total Locations 1 2000kw Cummins -River Station Pump 5 $8,221.34 $41 ,106.70 Station 2 16kw Cummins-Woodsboro Pump Station 5 $1,922.96 $9,614.80 3 16kw Cummins-Bloomington Pump Station 5 $2,019.86 $10,099.30 4 2000kw Cummins-Genset 3 5 $9,561 .90 $47,809.50 5 2000kw Cummins-Genset 1 5 $9,561 .90 $47,809.50 6 2000kw Cummins-Genset 2 5 $9,561 .90 $47,809.50 7 Standard 400kw-Sand Dollar Pump Station 5 $3,301 .74 $16,508.70 8 2000kw Cummins-Genset 4 5 $9,561 .90 $47,809.50 9 Standard 100kw-Wesley Seale Dam 5 $3,001.56 $15,007.80 Rental equipment for four 2mw generators 10 for load bank testing 5 $13,166.23 $65,831.15 Automatic Transfer Switch (ATS) Inspection 5 $191.13 $955.65 11 Standard 400amp-Wesley Seale Dam Automatic Transfer Switch (ATS) Inspection 5 $191.13 $955.65 12 Standard 225amp-Wesley Seale Dam Total Preventive Maintenance-Locations $351,317.75 13 2mw Units Parts/Materials Allowance 5 $240,000.00 $1 ,200,000.00 14 2mw Units Labor Allowance (150 Hrs x 5 $33,495.00 $167,475.00 $223.30 Hr) 15 All Other Units Parts/Materials Allowance 5 $25,000.00 $125,000.00 16 All Other Units Labor Allowance (200 Hrs x 5 $44,660.00 $223,300.00 $223.30 Hr) Grand Total $2,067,092.75 n « -- .o ; Planned Equipment Maintenance Proposal to CITY OF CORPUS CHRISTI Cummins Sales and Service 9/20/2024 Q-327379, Robert Walkup, Cummins.com po03l@cummins.com To the attention of: CITY OF CORPUS CHRISTI Cummins provides best in class products and related services worldwide with the highest quality in the industry. We service more than Cummins engines and generators, and we're pleased to offer you the following planned equipment maintenance proposal. Cummins Available Planned Maintenance Services: Cummins offers the following services - based on your selected packages these may or may not be included: System Inspections: Batteries, controls, fuel systems, cooling systems, intake and exhaust systems, controls and accessories, aftertreatment basic run testing included in all Inspection Services. Oil & Coolant Analysis: Sampling, included in all Inspection + Services, provides an overall snapshot of the equipment condition. Planned Maintenance: Clean filters and oil changes included in Full Service keeps your product ready to run. Load Bank Testing: Prevents wet stacking in diesel engines. In all units load bank testing applies controlled load to the equipment to test for proper operation providing peace of mind. Transfer Switch & Switchgear: Cummins takes care of your whole system. Cummins Branded Parts: Maintenance always includes Cummins Genuine Parts where applicable. Warranty: Best-in-Industry warranty is always included, with a variety of extended warranty options available on Cummins equipment. Digital Monitoring: Cummins Acumen is a best in class remote monitoring solution for your products to ensure availability and minimize unexpected costs. Additional Available Services: Winterization, oil extension programs, training and more can all be customized to your needs. For additional information regarding Cummins available products and services, please contact your Sales Representative. Pricing for Services: This 5 year proposal has been customized for your equipment and operations as described here: Customer Information: Contact Information: CITY OF CORPUS CHRISTI Name: Diana Zertuche Garza 2726 HOLLY RD., CORPUS CHRISTI, Texas, 7841 5-41 1 2 Phone Number: 361.826.1827 Email: DianaG@cctexas.com Cummins Sales and Service 9/20/2024 Q-327379, Robert Walkup, Cummins.com po03l@cummins.com The package Custom Bundle includes the below services for this equipment: Site Information: Equipment Information: River Station Pump Station Manufacturer: Cummins Model 13741 Smith Dr. Corpus Christi, Texas 78410 Model: Cummins Model United States Quantity: 1 Engine Serial Number: Install Date: Genset Serial L190696596 Number: Warranty Expiration ATS Serial Date: Number: Access: Standard Access Notes: 2000kw Cummins *MEDIUM VOLTAGE 4160* Year 1 Service Type Frequency Quantity Unit Price Extended Price T&C Inspection Semi- 1 670.28 670.28 Annually Full Service Custom 1 4,559.58 4,559.58 Load Bank Test- 2 Hr Custom 1 1,835.42 1,835.42 Switchgear Inspection (non-invasive) Annually 1 1,156.06 1,156.06 Year 1 Total: 8,221.34 Year 2 Service Type Frequency Quantity Unit Price Extended Price T&C Inspection Semi- 1 670.28 670.28 Annually Full Service Custom 1 4,559.58 4,559.58 Load Bank Test- 2 Hr Custom 1 1,835.42 1,835.42 Switchgear Inspection (non-invasive) Annually 1 1,156.06 1,156.06 Year 2 Total: 8,221.34 Year 3 Service Type Frequency Quantity Unit Price Extended Price T&C Inspection Semi- 1 670.28 670.28 Annually Full Service Custom 1 4,559.58 4,559.58 Load Bank Test- 2 Hr Custom 1 1,835.42 1,835.42 Switchgear Inspection (non-invasive) Annually 1 1,156.06 1,156.06 Year 3 Total: 8,221.34 Year 4 Service Type Frequency Quantity Unit Price Extended Price T&C Cummins Sales and Service 9/20/2024 Q-327379, Robert Walkup, Cummins.com po03l@cummins.com Inspection Semi- 1 670.28 670.28 Annually Full Service Custom 1 4,559.58 4,559.58 Load Bank Test- 2 Hr Custom 1 1,835.42 1,835.42 Switchgear Inspection (non-invasive) Annually 1 1,156.06 1,156.06 Year 4 Total: 8,221.34 Year 5 Service Type Frequency Quantity Unit Price Extended Price T&C Inspection Semi- 1 670.28 670.28 Annually Full Service Custom 1 4,559.58 4,559.58 Load Bank Test- 2 Hr Custom 1 1,835.42 1,835.42 Switchgear Inspection (non-invasive) Annually 1 1,156.06 1,156.06 Year 5 Total: 8,221.34 Price of Services per Unit: USD 41,106.71 Total Price of Services: USD 41,106.71 Cummins Sales and Service 9/20/2024 Q-327379, Robert Walkup, Cummins.com po03l@cummins.com The package Custom Bundle includes the below services for this equipment: Site Information: Equipment Information: Woodsboro Pump Station Manufacturer: Cummins Model 132 Toups Rd Woodsboro, Texas 78393 Model: Cummins Model United States Quantity: 1 Engine Serial Number: Install Date: Genset Serial K978659637. Number: Warranty Expiration ATS Serial Date: Number: Access: Standard Access Notes: 16kw Cummins Year 1 Service Type Frequency Quantity Unit Price Extended Price T&C Inspection Semi- 1 341.11 341.11 Annually Full Service Custom 1 714.02 714.02 Load Bank Test- 2 Hr Custom 1 773.59 773.59 ATS Inspection (non-invasive) Annually 1 94.24 94.24 Year 1 Total: 1,922.96 Year 2 Service Type Frequency Quantity Unit Price Extended Price T&C Inspection Semi- 1 341.11 341.11 Annually Full Service Custom 1 714.02 714.02 Load Bank Test- 2 Hr Custom 1 773.59 773.59 ATS Inspection (non-invasive) Annually 1 94.24 94.24 Year 2 Total: 1,922.96 Year 3 Service Type Frequency Quantity Unit Price Extended Price T&C Inspection Semi- 1 341.11 341.11 Annually Full Service Custom 1 714.02 714.02 Load Bank Test- 2 Hr Custom 1 773.59 773.59 ATS Inspection (non-invasive) Annually 1 94.24 94.24 Year 3 Total: 1,922.96 Year 4 Service Type Frequency Quantity Unit Price Extended Price T&C Cummins Sales and Service 9/20/2024 Q-327379, Robert Walkup, Cummins.com po03l@cummins.com Inspection Semi- 1 341.11 341.11 Annually Full Service Custom 1 714.02 714.02 Load Bank Test- 2 Hr Custom 1 773.59 773.59 ATS Inspection (non-invasive) Annually 1 94.24 94.24 Year 4 Total: 1,922.96 Year 5 Service Type Frequency Quantity Unit Price Extended Price T&C Inspection Semi- 1 341.11 341.11 Annually Full Service Custom 1 714.02 714.02 Load Bank Test- 2 Hr Custom 1 773.59 773.59 ATS Inspection (non-invasive) Annually 1 94.24 94.24 Year 5 Total: 1,922.96 Price of Services per Unit: USD 9,614.82 Total Price of Services: USD 9,614.82 Cummins Sales and Service 9/20/2024 Q-327379, Robert Walkup, Cummins.com po03l@cummins.com The package Custom Bundle includes the below services for this equipment: Site Information: Equipment Information: Bloomington Pump Station Manufacturer: Cummins Model 75 Edna Lane South Bloomington, Texas 77951 Model: Cummins Model United States Quantity: 1 Engine Serial Number: Install Date: Genset Serial K978659638. Number: Warranty Expiration ATS Serial Date: Number: Access: Standard Access Notes: 16kw Cummins Year 1 Service Type Frequency Quantity Unit Price Extended Price T&C Inspection Semi- 1 341.11 341.11 Annually Full Service Custom 1 714.02 714.02 Load Bank Test- 2 Hr Custom 1 773.59 773.59 ATS Inspection (non-invasive) Annually 1 191.13 191.13 Year 1 Total: 2,019.86 Year 2 Service Type Frequency Quantity Unit Price Extended Price T&C Inspection Semi- 1 341.11 341.11 Annually Full Service Custom 1 714.02 714.02 Load Bank Test- 2 Hr Custom 1 773.59 773.59 ATS Inspection (non-invasive) Annually 1 191.13 191.13 Year 2 Total: 2,019.86 Year 3 Service Type Frequency Quantity Unit Price Extended Price T&C Inspection Semi- 1 341.11 341.11 Annually Full Service Custom 1 714.02 714.02 Load Bank Test- 2 Hr Custom 1 773.59 773.59 ATS Inspection (non-invasive) Annually 1 191.13 191.13 Year 3 Total: 2,019.86 Year 4 Service Type Frequency Quantity Unit Price Extended Price T&C Cummins Sales and Service 9/20/2024 Q-327379, Robert Walkup, Cummins.com po03l@cummins.com Inspection Semi- 1 341.11 341.11 Annually Full Service Custom 1 714.02 714.02 Load Bank Test-2 Hr Custom 1 773.59 773.59 ATS Inspection (non-invasive) Annually 1 191.13 191.13 Year 4 Total: 2,019.86 Year 5 Service Type Frequency Quantity Unit Price Extended Price T&C Inspection Semi- 1 341.11 341.11 Annually Full Service Custom 1 714.02 714.02 Load Bank Test-2 Hr Custom 1 773.59 773.59 ATS Inspection (non-invasive) Annually 1 191.13 191.13 Year 5 Total: 2,019.86 Price of Services per Unit: USD 10,099.28 Total Price of Services: USD 10,099.28 Cummins Sales and Service 9/20/2024 Q-327379, Robert Walkup, Cummins.com po03l@cummins.com The package Custom Bundle includes the below services for this equipment: Site Information: Equipment Information: Genset 3 Manufacturer: Cummins Model 13101 UP RIVER RD Corpus Christi, Texas 78140 Model: Cummins Model United States Quantity: 1 Engine Serial Number: Install Date: Genset Serial A010191069 Number: Warranty Expiration ATS Serial Date: Number: Access: Standard Access Notes: 2000kw Cummins *MEDIUM VOLTAGE 4160* Year 1 Service Type Frequency Quantity Unit Price Extended Price T&C Inspection Quarterly 3 670.28 2,010.84 Full Service Custom 1 4,559.58 4,559.58 Load Bank Test- 2 Hr Custom 1 1,835.42 1,835.42 Switchgear Inspection (non-invasive) Annually 1 1,156.06 1,156.06 Year 1 Total: 9,561.90 Year 2 Service Type Frequency Quantity Unit Price Extended Price T&C Inspection Quarterly 3 670.28 2,010.84 Full Service Custom 1 4,559.58 4,559.58 Load Bank Test- 2 Hr Custom 1 1,835.42 1,835.42 Switchgear Inspection (non-invasive) Annually 1 1,156.06 1,156.06 Year 2 Total: 9,561.90 Year 3 Service Type Frequency Quantity Unit Price Extended Price T&C Inspection Quarterly 3 670.28 2,010.84 Full Service Custom 1 4,559.58 4,559.58 Load Bank Test- 2 Hr Custom 1 1,835.42 1,835.42 Switchgear Inspection (non-invasive) Annually 1 1,156.06 1,156.06 Year 3 Total: 9,561.90 Year 4 Service Type Frequency Quantity Unit Price Extended Price T&C Inspection Quarterly 3 670.28 2,010.84 Full Service Custom 1 4,559.58 4,559.58 Cummins Sales and Service 9/20/2024 Q-327379, Robert Walkup, Cummins.com po03l@cummins.com Load Bank Test- 2 Hr Custom 1 1,835.42 1,835.42 Switchgear Inspection (non-invasive) Annually 1 1,156.06 1,156.06 Year 4 Total: 9,561.90 Year 5 Service Type Frequency Quantity Unit Price Extended Price T&C Inspection Quarterly 3 670.28 2,010.84 Full Service Custom 1 4,559.58 4,559.58 Load Bank Test- 2 Hr Custom 1 1,835.42 1,835.42 Switchgear Inspection (non-invasive) Annually 1 1,156.06 1,156.06 Year 5 Total: 9,561.90 Price of Services per Unit: USD 47,809.49 Total Price of Services: USD 47,809.49 Cummins Sales and Service 9/20/2024 Q-327379, Robert Walkup, Cummins.com po03l@cummins.com The package Custom Bundle includes the below services for this equipment: Site Information: Equipment Information: Genset 1 Manufacturer: Cummins Model 13101 UP RIVER RD Corpus Christi, Texas 78140 Model: Cummins Model United States Quantity: 1 Engine Serial Number: Install Date: Genset Serial A010191067. Number: Warranty Expiration ATS Serial Date: Number: Access: Standard Access Notes: 2000kw Cummins *MEDIUM VOLTAGE 4160* Year 1 Service Type Frequency Quantity Unit Price Extended Price T&C Inspection Quarterly 3 670.28 2,010.84 Full Service Custom 1 4,559.58 4,559.58 Load Bank Test- 2 Hr Custom 1 1,835.42 1,835.42 Switchgear Inspection (non-invasive) Annually 1 1,156.06 1,156.06 Year 1 Total: 9,561.90 Year 2 Service Type Frequency Quantity Unit Price Extended Price T&C Inspection Quarterly 3 670.28 2,010.84 Full Service Custom 1 4,559.58 4,559.58 Load Bank Test- 2 Hr Custom 1 1,835.42 1,835.42 Switchgear Inspection (non-invasive) Annually 1 1,156.06 1,156.06 Year 2 Total: 9,561.90 Year 3 Service Type Frequency Quantity Unit Price Extended Price T&C Inspection Quarterly 3 670.28 2,010.84 Full Service Custom 1 4,559.58 4,559.58 Load Bank Test- 2 Hr Custom 1 1,835.42 1,835.42 Switchgear Inspection (non-invasive) Annually 1 1,156.06 1,156.06 Year 3 Total: 9,561.90 Year 4 Service Type Frequency Quantity Unit Price Extended Price T&C Inspection Quarterly 3 670.28 2,010.84 Full Service Custom 1 4,559.58 4,559.58 Cummins Sales and Service 9/20/2024 Q-327379, Robert Walkup, Cummins.com po03l@cummins.com Load Bank Test- 2 Hr Custom 1 1,835.42 1,835.42 Switchgear Inspection (non-invasive) Annually 1 1,156.06 1,156.06 Year 4 Total: 9,561.90 Year 5 Service Type Frequency Quantity Unit Price Extended Price T&C Inspection Quarterly 3 670.28 2,010.84 Full Service Custom 1 4,559.58 4,559.58 Load Bank Test- 2 Hr Custom 1 1,835.42 1,835.42 Switchgear Inspection (non-invasive) Annually 1 1,156.06 1,156.06 Year 5 Total: 9,561.90 Price of Services per Unit: USD 47,809.49 Total Price of Services: USD 47,809.49 Cummins Sales and Service 9/20/2024 Q-327379, Robert Walkup, Cummins.com po03l@cummins.com The package Custom Bundle includes the below services for this equipment: Site Information: Equipment Information: Genset 2 Manufacturer: Cummins Model 13101 UP RIVER RD Corpus Christi, Texas 78140 Model: Cummins Model United States Quantity: 1 Engine Serial Number: Install Date: Genset Serial A010191068. Number: Warranty Expiration ATS Serial Date: Number: Access: Standard Access Notes: 2000kw Cummins *MEDIUM VOLTAGE 4160* Year 1 Service Type Frequency Quantity Unit Price Extended Price T&C Inspection Quarterly 3 670.28 2,010.84 Full Service Custom 1 4,559.58 4,559.58 Load Bank Test- 2 Hr Custom 1 1,835.42 1,835.42 Switchgear Inspection (non-invasive) Annually 1 1,156.06 1,156.06 Year 1 Total: 9,561.90 Year 2 Service Type Frequency Quantity Unit Price Extended Price T&C Inspection Quarterly 3 670.28 2,010.84 Full Service Custom 1 4,559.58 4,559.58 Load Bank Test- 2 Hr Custom 1 1,835.42 1,835.42 Switchgear Inspection (non-invasive) Annually 1 1,156.06 1,156.06 Year 2 Total: 9,561.90 Year 3 Service Type Frequency Quantity Unit Price Extended Price T&C Inspection Quarterly 3 670.28 2,010.84 Full Service Custom 1 4,559.58 4,559.58 Load Bank Test- 2 Hr Custom 1 1,835.42 1,835.42 Switchgear Inspection (non-invasive) Annually 1 1,156.06 1,156.06 Year 3 Total: 9,561.90 Year 4 Service Type Frequency Quantity Unit Price Extended Price T&C Inspection Quarterly 3 670.28 2,010.84 Full Service Custom 1 4,559.58 4,559.58 Cummins Sales and Service 9/20/2024 Q-327379, Robert Walkup, Cummins.com po03l@cummins.com Load Bank Test- 2 Hr Custom 1 1,835.42 1,835.42 Switchgear Inspection (non-invasive) Annually 1 1,156.06 1,156.06 Year 4 Total: 9,561.90 Year 5 Service Type Frequency Quantity Unit Price Extended Price T&C Inspection Quarterly 3 670.28 2,010.84 Full Service Custom 1 4,559.58 4,559.58 Load Bank Test- 2 Hr Custom 1 1,835.42 1,835.42 Switchgear Inspection (non-invasive) Annually 1 1,156.06 1,156.06 Year 5 Total: 9,561.90 Price of Services per Unit: USD 47,809.49 Total Price of Services: USD 47,809.49 Cummins Sales and Service 9/20/2024 Q-327379, Robert Walkup, Cummins.com po03l@cummins.com The package Custom Bundle includes the below services for this equipment: Site Information: Equipment Information: Sand Dollar Pump Sation Manufacturer: Cummins Model 1 SAND DOLLAR AVE Corpus Christi, Texas 78148 Model: Cummins Model United States Quantity: 1 Engine Serial Number: Install Date: Genset Serial G040671422. Number: Warranty Expiration ATS Serial Date: Number: Access: Standard 400kw Access Notes: Cummins Year 1 Service Type Frequency Quantity Unit Price Extended Price T&C Inspection Semi- 1 505.70 505.70 Annually Full Service Custom 1 1,746.37 1,746.37 Load Bank Test- 2 Hr Custom 1 858.54 858.54 ATS Inspection (non-invasive) Annually 1 191.13 191.13 Year 1 Total: 3,301.74 Year 2 Service Type Frequency Quantity Unit Price Extended Price T&C Inspection Semi- 1 505.70 505.70 Annually Full Service Custom 1 1,746.37 1,746.37 Load Bank Test- 2 Hr Custom 1 858.54 858.54 ATS Inspection (non-invasive) Annually 1 191.13 191.13 Year 2 Total: 3,301.74 Year 3 Service Type Frequency Quantity Unit Price Extended Price T&C Inspection Semi- 1 505.70 505.70 Annually Full Service Custom 1 1,746.37 1,746.37 Load Bank Test- 2 Hr Custom 1 858.54 858.54 ATS Inspection (non-invasive) Annually 1 191.13 191.13 Year 3 Total: 3,301.74 Year 4 Service Type Frequency Quantity Unit Price Extended Price T&C Cummins Sales and Service 9/20/2024 Q-327379, Robert Walkup, Cummins.com po03l@cummins.com Inspection Semi- 1 505.70 505.70 Annually Full Service Custom 1 1,746.37 1,746.37 Load Bank Test-2 Hr Custom 1 858.54 858.54 ATS Inspection (non-invasive) Annually 1 191.13 191.13 Year 4 Total: 3,301.74 Year 5 Service Type Frequency Quantity Unit Price Extended Price T&C Inspection Semi- 1 505.70 505.70 Annually Full Service Custom 1 1,746.37 1,746.37 Load Bank Test-2 Hr Custom 1 858.54 858.54 ATS Inspection (non-invasive) Annually 1 191.13 191.13 Year 5 Total: 3,301.74 Price of Services per Unit: USD 16,508.68 Total Price of Services: USD 16,508.68 Cummins Sales and Service 9/20/2024 Q-327379, Robert Walkup, Cummins.com po03l@cummins.com The package Custom Bundle includes the below services for this equipment: Site Information: Equipment Information: Genset 4 Manufacturer: Cummins Model 13101 UP RIVER ROAD Corpus Christi, Texas 78410 Model: Cummins Model United States Quantity: 1 Engine Serial Number: Install Date: Genset Serial F170208439 Number: Warranty Expiration ATS Serial Date: Number: Access: Standard Access Notes: 2000kw Cummins *MEDIUM VOLTAGE 4160* Year 1 Service Type Frequency Quantity Unit Price Extended Price T&C Inspection Quarterly 3 670.28 2,010.84 Full Service Custom 1 4,559.58 4,559.58 Load Bank Test- 2 Hr Custom 1 1,835.42 1,835.42 Switchgear Inspection (non-invasive) Annually 1 1,156.06 1,156.06 Year 1 Total: 9,561.90 Year 2 Service Type Frequency Quantity Unit Price Extended Price T&C Inspection Quarterly 3 670.28 2,010.84 Full Service Custom 1 4,559.58 4,559.58 Load Bank Test- 2 Hr Custom 1 1,835.42 1,835.42 Switchgear Inspection (non-invasive) Annually 1 1,156.06 1,156.06 Year 2 Total: 9,561.90 Year 3 Service Type Frequency Quantity Unit Price Extended Price T&C Inspection Quarterly 3 670.28 2,010.84 Full Service Custom 1 4,559.58 4,559.58 Load Bank Test- 2 Hr Custom 1 1,835.42 1,835.42 Switchgear Inspection (non-invasive) Annually 1 1,156.06 1,156.06 Year 3 Total: 9,561.90 Year 4 Service Type Frequency Quantity Unit Price Extended Price T&C Inspection Quarterly 3 670.28 2,010.84 Full Service Custom 1 4,559.58 4,559.58 Cummins Sales and Service 9/20/2024 Q-327379, Robert Walkup, Cummins.com po03l@cummins.com Load Bank Test- 2 Hr Custom 1 1,835.42 1,835.42 Switchgear Inspection (non-invasive) Annually 1 1,156.06 1,156.06 Year 4 Total: 9,561.90 Year 5 Service Type Frequency Quantity Unit Price Extended Price T&C Inspection Quarterly 3 670.28 2,010.84 Full Service Custom 1 4,559.58 4,559.58 Load Bank Test- 2 Hr Custom 1 1,835.42 1,835.42 Switchgear Inspection (non-invasive) Annually 1 1,156.06 1,156.06 Year 5 Total: 9,561.90 Price of Services per Unit: USD 47,809.49 Total Price of Services: USD 47,809.49 Cummins Sales and Service 9/20/2024 Q-327379, Robert Walkup, Cummins.com po03l@cummins.com The package Custom Bundle includes the below services for this equipment: Site Information: Equipment Information: Manufacturer: Cummins Model Model: Cummins Model Quantity: 1 Engine Serial Number: Install Date: Genset Serial All 2mw Gensets Number: Warranty Expiration ATS Serial Date: Number: Access: Standard Access Notes: Rental Equpment for 2mw generators for load bank testing annually Year 1 Service Type Frequency Quantity Unit Price Extended Price T&C 2.5MW, Resistive load bank/ Transformer 2500KVA Weekly Rental Annually 1 13,166.23 13,166.23 for Med. Voltage Units Year 1 Total: 13,166.23 Year 2 Service Type Frequency Quantity Unit Price Extended Price T&C 2.5MW, Resistive load bank/ Transformer 2500KVA Weekly Rental Annually 1 13,166.23 13,166.23 for Med. Voltage Units Year 2 Total: 13,166.23 Year 3 Service Type Frequency Quantity Unit Price Extended Price T&C 2.5MW, Resistive load bank/ Transformer 2500KVA Weekly Rental Annually 1 13,166.23 13,166.23 for Med. Voltage Units Year 3 Total: 13,166.23 Year 4 Service Type Frequency Quantity Unit Price Extended Price T&C 2.5MW, Resistive load bank/ Transformer 2500KVA Weekly Rental Annually 1 13,166.23 13,166.23 for Med. Voltage Units Year 4 Total: 13,166.23 Year 5 Service Type Frequency Quantity Unit Price Extended Price T&C 2.5MW, Resistive load bank/ Transformer 2500KVA Weekly Rental Annually 1 13,166.23 13,166.23 for Med. Voltage Units Year 5 Total: 13,166.23 Price of Services per Unit: USD 65,831.16 Cummins Sales and Service 9/20/2024 Q-327379, Robert Walkup, Cummins.com po03l@cummins.com Total Price of Services: USD 65,831.16 Cummins Sales and Service 9/20/2024 Q-327379, Robert Walkup, Cummins.com po03l@cummins.com The package Custom Bundle includes the below services for this equipment: Site Information: Equipment Information: Wesley Seale Dam Manufacturer: Cummins Model 299 COUNTY RD 365 Sandia, Texas 78383 Model: Cummins Model United States Quantity: 1 Engine Serial Number: Install Date: Genset Serial F960609491 Number: Warranty Expiration ATS Serial Date: Number: Access: Standard Access Notes: 100kw Year 1 Service Type Frequency Quantity Unit Price Extended Price T&C Inspection Semi- 1 548.70 548.70 Annually Full Service Annually 1 1,399.80 1,399.80 Load Bank Test- 2 Hr Annually 1 1,053.07 1,053.07 Year 1 Total: 3,001.56 Year 2 Service Type Frequency Quantity Unit Price Extended Price T&C Inspection Semi- 1 548.70 548.70 Annually Full Service Annually 1 1,399.80 1,399.80 Load Bank Test- 2 Hr Annually 1 1,053.07 1,053.07 Year 2 Total: 3,001.56 Year 3 Service Type Frequency Quantity Unit Price Extended Price T&C Inspection Semi- 1 548.70 548.70 Annually Full Service Annually 1 1,399.80 1,399.80 Load Bank Test- 2 Hr Annually 1 1,053.07 1,053.07 Year 3 Total: 3,001.56 Year 4 Service Type Frequency Quantity Unit Price Extended Price T&C Inspection Semi- 1 548.70 548.70 Annually Full Service Annually 1 1,399.80 1,399.80 Load Bank Test- 2 Hr Annually 1 1 1,053.07 1,053.07 Cummins Sales and Service 9/20/2024 Q-327379, Robert Walkup, Cummins.com po03l@cummins.com Year 4 Total: 3,001.56 Year 5 Service Type Frequency Quantity Unit Price Extended Price T&C Inspection Semi- 1 548.70 548.70 Annually Full Service Annually 1 1,399.80 1,399.80 Load Bank Test- 2 Hr Annually 1 1,053.07 1,053.07 Year 5 Total: 3,001.56 Price of Services per Unit: USD 15,007.81 Total Price of Services: USD 15,007.81 Cummins Sales and Service 9/20/2024 Q-327379, Robert Walkup, Cummins.com po03l@cummins.com The package Custom Bundle includes the below services for this equipment: Site Information: Equipment Information: Manufacturer: Cummins Model 299 COUNTY RD 365 Sandia, Texas 78383 Model: Cummins Model United States Quantity: 1 Engine Serial Number: Install Date: Genset Serial Number: Warranty Expiration ATS Serial 203374 Date: Number: Access: Standard Access Notes: 400 amp Year 1 Service Type Frequency Quantity Unit Price Extended Price T&C ATS Inspection Annually 1 191.13 191.13 Year 1 Total: 191.13 Year 2 Service Type Frequency Quantity Unit Price Extended Price T&C ATS Inspection Annually 1 191.13 191.13 Year 2 Total: 191.13 Year 3 Service Type Frequency Quantity Unit Price Extended Price T&C ATS Inspection Annually 1 191.13 191.13 Year 3 Total: 191.13 Year 4 Service Type Frequency Quantity Unit Price Extended Price T&C ATS Inspection Annually 1 191.13 191.13 Year 4 Total: 191.13 Year 5 Service Type Frequency Quantity Unit Price Extended Price T&C ATS Inspection Annually 1 191.13 191.13 Year 5 Total: 191.13 Price of Services per Unit: USD 955.64 Total Price of Services: USD 955.64 Cummins Sales and Service 9/20/2024 Q-327379, Robert Walkup, Cummins.com po03l@cummins.com The package Custom Bundle includes the below services for this equipment: Site Information: Equipment Information: Manufacturer: Cummins Model 299 COUNTY RD 365 Sandia, Texas 78383 Model: Cummins Model United States Quantity: 1 Engine Serial Number: Install Date: Genset Serial Number: Warranty Expiration ATS Serial 306-3480-06 Date: Number: Access: Standard Access Notes: 225amp Year 1 Service Type Frequency Quantity Unit Price Extended Price T&C ATS Inspection Annually 1 191.13 191.13 Year 1 Total: 191.13 Year 2 Service Type Frequency Quantity Unit Price Extended Price T&C ATS Inspection Annually 1 191.13 191.13 Year 2 Total: 191.13 Year 3 Service Type Frequency Quantity Unit Price Extended Price T&C ATS Inspection Annually 1 191.13 191.13 Year 3 Total: 191.13 Year 4 Service Type Frequency Quantity Unit Price Extended Price T&C ATS Inspection Annually 1 191.13 191.13 Year 4 Total: 191.13 Year 5 Service Type Frequency Quantity Unit Price Extended Price T&C ATS Inspection Annually 1 191.13 191.13 Year 5 Total: 191.13 Price of Services per Unit: USD 955.64 Total Price of Services: USD 955.64 Year 1 Total: USD 70,263.55 Year 2 Total: USD 70,263.55 Year 3 Total: USD 70,263.55 Year 4 Total: USD 70,263.55 Cummins Sales and Service 9/20/2024 Q-327379, Robert Walkup, Cummins.com po03l@cummins.com ONS PM Wesley Seale Dam Total PM Total PM Agreement $334,398.65 $16,919.10 $351,317.75 Annual Amount 5 Year Amount 2mw Units Parts/Materials Allowance $240,000.00 $1,200,000.00 2mw Units Labor Allowance(150 Hrs x $223.30 HR) $33,495.00 $167,475.00 All Other Units Parts/Materials Allowance $25,000.00 $125,000.00 All Other Units Labor Allowance(200 Hrs x$223.30 $44,660.00 $223,300.00 Subtotal $1,715,775.00 $1,715,775.00 Total PM&Allowances-5 Years $2,067,092.75 Cummins Sales and Service 9/20/2024 Q-327379, Robert Walkup, Cummins.com po031 @cummins.com Year 5 Total: USD 70,263.55 Total Agreement- PreTax: USD 351,317.75 Notes: Full Service includes oil,coolant and fuel analysis 2mw Units-Add Materials/Parts Allowance-$240,000(Annual Amt) 150 Labors Hours @$223.30 HR as of 2024.This rate is subject to increase depending on year of the contract when repair occurs. All other Units-Add Materials/Parts Allowance-$10,000(Annual Amt) Labor Allowance-Hourly Rate for hours for$20,000(Annual Amt). @$223.30 HR as of 2024.This rate is subject to increase depending on year of the contract when repair occurs. Anything not specifically addressed above is not included. Customer Responsibilities: The Customer is responsible for operating the maintained equipment and shall perform all checks as described in the Operation and Maintenance Manual. Proposal Considerations: 1. All work is planned from Monday to Friday on normal Business working hours— 8:00am to 5:00pm. Additional and off-hours work and billable amounts not listed in the above scope of work shall be based on current calendar year rates. 2. All pricing above is stated excluding any and all taxes. 3. This quotation is open for acceptance for 60 days after which both price and service delivery period will be subject to confirmation prior to acceptance of proposal. 4. The pricing in this quotation will remain the same over the duration of the term. 5. This proposal is offered in U.S. Dollar. 6. Payment terms for this quote are Pay as you go. This maintenance proposal is expressly conditioned upon acceptance of the https://www.cummins.com/regional-terms-and-conditions/powercare of Cummins' Maintenance Agreement. I appreciate your interest in working with Cummins and I thank you for your business. If you need any further assistance or clarification, please do not hesitate to contact me. To accept this quotation as provided, please return a signed copy of this form or contact me for an electronically signable version. Sincerely, Robert Walkup po03l@cummins.com www.cummins.com Please return signed agreement to: po031@cummins.com Seller hereby agrees to sell to Buyer, and Buyer hereby agrees to buy from Seller. The foregoing product/ services upon the terms and condition set forth in the "Planned Equipment Maintenance Agreement Terms and Conditions" attached here to which are hereby incorporated here in reference. Cummins Sales and Service 9/20/2024 Q-327379, Robert Walkup, Cummins.com po03l@cummins.com Customer Approval ( Quote ID Q-327379 ) Approval Cummins Sales & Service - San Antonio TX Name: Name: Title: Title: Signature: Signature: Date: Date: Cummins Sales and Service 9/20/2024 Q-327379, Robert Walkup, Cummins.com po03l@cummins.com Generator Planned Equipment Maintenance INSPECTION INTERVALS AVAILABLE: WEEKLY, MONTHLY, QUARTERLY, SEMI-ANNUALLY OR ANNUALLY 1 BATTERIES AND BATTERY CHARGER GENSET CONTROLS AND ACCESSORIES • Visually inspect battery terminal connections • Visually inspect all engine mounted wiring, senders and • Verify electrolyte level,vent caps of all cells in the starting battery devices system • Visually inspect all control mounted • Visually inspect wiring,connections and insulation components and wiring • Record battery charging functions • Verify all connecting plugs are tightened and in • Record battery information a good condition • Record battery condition test • Visually inspect all accessory components and wiring • Visually inspect and test lighting indicators FUEL SYSTEM • Visually inspect ignition system(Natural Gas and Propane Only) INTAKE AND EXHAUST SYSTEMS / • Record primary tank fuel level • Visually inspect air filter and housing • Inspect engine fuel system for leaks • Visually inspect all engine piping and connections • Visually inspect all engine fuel hoses,clamps,pipes,components • Record air cleaner restriction and fittings • Visually inspect engine exhaust system for leaks • Visually inspect rupture/containment basin • Visually inspect rain cap • Inspect day tank and controls(if applicable) • Optional—Air filter replacement* • Optional-fuel sample for laboratory analysis* • Optional-Clean crankcase breather or replace filters* COOLING SYSTEM GENERAL CONDITIONS • • Record coolant level Visually inspect governor linkage and oil level • Visually inspect for coolant leaks Visually inspect guards • Visually inspect drive belts condition Visually inspect enclosure • Verify for proper coolant heater operation Visually inspect engine and generator mounts • Record jacket water temperature Verify emergency stop operation 1 • Visually inspect fan,water pump,drives and pulleys • • Visually inspect all coolant hoses, clamps and TRANSFER SWITCH • connections Visually inspect controls and time delay settings • Visually inspect radiator condition Verify function of exercise clock and record settings from • Visually inspect louver for damage controller • • Visually inspect fan hub and drive pulley for mechanical Verify remote start control operation damage Record utility/source one voltage • Record freeze point of antifreeze protection • Record DCA level prior to changing coolant filter AFTERTREATMENT(Upon request) • Optional-Coolant sample for laboratory analysis* • Verify DEF level • Record DPF restriction LUBRICATION SYSTEM • Visually inspect aftertreatment and controls • Visually inspect engine oil leaks • Visually inspect engine oil lines and connections SWITCHGEAR(Upon Request) • Record oil level Inspection and Full Service quote available upon request. • Optional-Oil sample for laboratory analysis* • FULL SERVICE INCLUDES INSPECTION OPERATIONAL&FUNCTIONAL REVIEW OF GENERATOR CRITICAL COMPONENTS • Inspect engine cooling fan&fan drives for excessive wear or shaft wobble • Check all pulleys,belt tensioners,slack adjusters&idler pulleys for travel,wear&overall condition • Inspect/lubricate drive bearings,gear or belt drives,and other shaft connecting hardware LUBRICATION OIL&FILTRATION SERVICE • Change engine oil • Change oil,fuel and water filters • Post lube services operations of genset(unloaded)at rated temperature *Additional Charge Any additional repairs, parts, or service which are required will be brought to the attention of the owner. Repairs will only be made after proper authorization from the owner is given to Cummins.Any additional repairs, maintenance or service performed by Cummins or a Planned Equipment Maintenance Agreement holder will be at current Cummins labor rates. Arc flash boundary and available incident energy shall be identified and marked on equipment being serviced or maintained. STATUTORY EXEMPTION FORM Procurement Detail Department: Water Utilities Date: 10/30/24 Estimated Cost: 2,067,092.75 Urgency: High Exemption f Type: Sole Source Note:Emergency Procurements do not require a statutory exemption form,please use an emergency mema Exemption Justification Narrative: The O. N. Stevens Water Treatment Plant, River PS, Sand Dollar PS, Bloomington PS, Woodsboro PS and Wesley Seale Dam are equipped with alternate generator sets manufactured by Cummins Southern Plains. The generator sets are crucial for emergency power to keep the water system operational during outages. Cummins Southern Plains, LLC is the only factory certified service and warranty distributor for Cummins Power Generation products in Texas and Oklahoma and have the software to troubleshoot and diagnose proprietary generator controls and generator engines. Service technicians based in Corpus Christi have been servicing existing generators at CCW facilities. Attachments Yes Executive Leadership Concurrence Executive: Drew Molly Signature. City of Corpus Christi 1 1/16/2024 Southern Plains dD October 30, 2024 Corpus Christi Water To Whom It May Concern; Cummins Southern Plains, LLC is the only factory certified service and warranty distributor for Cummins Power Generation products in Texas and Oklahoma. We are also the only distributor within TX and OK to have the necessary Cummins IN- Power software to troubleshoot and diagnose generator controls and generator engines. We operate ten power generation and engine service locations throughout Texas and Oklahoma, as well as an extensive fleet of field service vehicles to ensure that when you need us, we're never too far away. Our mobile technician forces (90+) are equipped with advanced diagnostic tools and equipment that enables them to troubleshoot problems and perform repairs accurately and efficiently. Our factory certified and highly trained technicians are provided with advanced training to make sure they can meet all your service needs. Cummins Southern Plains recognizes the critical nature of your power generation equipment and has 24/7/365 live operator support available for rapid emergency response. Our power generation service includes both preventative maintenance and onsite service. We service diesel, natural gas, and propane powered generators. Every service location and field service truck maintains inventory of genuine Cummins new and ReCon° parts, and has access to virtually every part for over 8 million Cummins generators and engines. Plus, every job is fully warranted and backed by the largest authorized service network worldwide. If you have any questions please do not hesitate to contact me at 210-394-5610 mobile, or via email at Robert.walkup@cummins.com. Sincerely, Robert Walkup Planned Maintenance Sales Cummins Southern Plains LLC Cummins Southern Plains LLC 1058 Southern Mineral Road Corpus Christi,Texas 78409 361-730-2063 Main � S cl �o o� � µCORPOOI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting December 10, 2024 DATE: December 3, 2024 TO: Peter Zanoni, City Manager FROM: Kevin Smith, Director of Aviation Kev i n s4(off cctexa s.co m (361) 826-1292 Josh Chronley, Assistant Director of Finance & Procurement Josh C2(a)cctexas.com (361) 826-3169 Purchase of Tasers for the Corpus Christi International Airport CAPTION: Resolution authorizing a five-year agreement with Axon Enterprise, Inc., of Scottsdale, Arizona, for an amount up to $63,696.80 for the purchase of 14 tasers, supplies, software licenses, and training for the Corpus Christi International Airport, with FY 2025 funding of $12,739.36 from the Airport Fund. SUMMARY: The item is to approve the purchase of 14 tasers, the necessary equipment for the tasers, and a five-year supply agreement for the Corpus Christi International Airport (CCIA)- Department of Public Safety (DPS) to upgrade its existing taser and necessary equipment inventory with payments over a five-year period. BACKGROUND AND FINDINGS: In 2017, CCIA-DPS purchased 14 tasers and auxiliary equipment. CCIA-DPS's current tasers and necessary equipment inventory are obsolete and out of warranty. In addition to the current tasers and necessary equipment inventory being out of date and out of warranty, batteries and replacement cartridges for CCIA-DPS's current taser inventory is no longer supported. The proposed agreement will allow for the purchase of 14 tasers and necessary equipment to include holsters, cartridges (training and live), charging docks, licenses to software for CCIA to upload data so that the vendor can track inventory usage, training course vouchers, and training suits for trainers to be tased during training courses. The proposed agreement also provides for extended warranties on the taser handles, battery packs, and taser charging stations through the end of term for the proposed agreement. The agreement includes one additional taser unit so that in the event of a malfunction, a replacement is on-hand and not burdened by a shipping delay. Additionally, cartridges that are used in the line of duty (live) will be replaced at no cost through the agreement. The 14 new tasers to be purchased are the model TASER 7. The TASER 7 model provides significant improvements from the current TASER X26P model that CCIA-DPS uses. The upgrades include: • Ability to choose between close quarters and long-range deployment • Improved probe design for layered clothing penetration • Improved Warning Arc and better flashlight • Cartridges provide two shot capability without reloading • Available stand-off cartridge for further distances The initial purchase of the 14 tasers and necessary equipment, to include licenses and software, will take place in year one of the proposed agreement. In years two through five of the proposed agreement, additional taser cartridges will be ordered. The cost for the first year of the proposed agreement is $12,739.36, and years two through five are $12,739.36 each. Tasers are a valuable tool in an airport environment where large crowds of people congregate. Other intermediate type weapons such as O.0 Pepper Spray have limitations that the taser does not. Using a kinetic energy device such as a taser reduces the potential for violence and is less likely to result in the escalation of the use of force. In addition, tasers can mitigate loss by avoiding costly damage to equipment and the lengthy decontamination process associated with pepper spray that can disrupt air service. The purchases of 14 tasers and necessary equipment will be adequate for outfitting CCIA-DPS officers. The purchase will also standardize the most current make and model used by both CCIA- DPS and CCPD. As officers retire or leave the organization, they turn in their tasers for re-use by other officers. CCIA-DPS will continually monitor its taser and necessary equipment inventory to ensure that all officers that are required to carry a taser are issued one. PROCUREMENT DETAIL: This procurement is a direct purchase from Axon Enterprise, Inc., of Scottsdale, Arizona, under the 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. Axon Enterprise, Inc. also is the sole distributor of all TASER brand products. ALTERNATIVES: The alternative is not to approve the contract and purchase as tasers fail. However, this will cause the City to lose the total savings of approximately $6,000.00 that was negotiated as part of the proposed five-year agreement with Axon Enterprises. Additionally, as the current tasers fail, CCIA-DPS will be forced to spot purchase replacement tasers and accessories, resulting in times when officers might be without functioning tasers. FISCAL IMPACT: The FY 2025 fiscal impact is $12,739.36 to the Airport Fund, with future years budgeted through the annual budgeting process. FUNDING DETAIL: Fund: 4610 Organization/Activity: 35050 —Airport Public Safety Department: 53 Project # (CIP Only): N/A Account: 520090 RECOMMENDATION: Staff recommends approval of the purchase of 14 tasers, the necessary equipment for the tasers, and a five-year supply agreement for the Corpus Christi International Airport, as presented. LIST OF SUPPORTING DOCUMENTS: Axon Agreement Price Sheet Resolution Resolution authorizing a five-year agreement with Axon Enterprise, Inc., of Scottsdale, Arizona, for an amount up to $63,696.80 for the purchase of 14 tasers, supplies, software licenses, and training for the Corpus Christi International Airport, with FY 2025 funding of $12,739.36 from the Airport Fund. WHEREAS, the lease-purchase of replacement tasers, supplies, software licenses, and training is necessary to maintain the operational capabilities of the Aviation Department; WHEREAS, State law provides that such procurements, as outlined above, are subject to statutory procurement requirements, including competitive bids, unless an exception applies; WHEREAS, there is a statutory exemption 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; and WHEREAS, there is an additional statutory exemption for this procurement in Local Government Code, Section 252.022(a)(7)(A), as this item is available from only one source because of patents, copyrights, secret processes, or natural monopolies. 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 a five-year agreement for the supply of tasers and related items for the Aviation Department at Corpus Christi International Airport with Axon Enterprise, Inc., for $63,696.80, with FY 2025 funding of $12,739.36 from the Airport Fund. PASSED AND APPROVED on the day of , 2024 ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary City of Corpus Christi Price Sheet Sr. Buyer: Minerva Alvarado Tasers for CCIA Statutory Exemption Axon Enterprise, Inc. Scottsdale, Az Item Description Cost Qty Total 1 Yr 1 - Transfer Credit-Goods $499.56 1 $499.56 2 Yr 1 - Transfer Credit Software & Services -$19.16 1 -$19.16 3 Yr 1 - Bundle-Taser 7 Certification $875.64 14 $12,258.96 Year 1 Total $12,739.36 4 Yr 2 - Transfer Credit-Goods $499.56 1 $499.56 5 Yr 2 - Transfer Credit Software & Services -$19.16 1 -$19.16 6 Yr 2 - Bundle-Taser 7 Certification $875.64 14 $12,258.96 Year 2 Total $12,739.36 7 Yr 3 - Transfer Credit-Goods $499.56 1 $499.56 8 Yr 3 - Transfer Credit Software & Services -$19.16 1 -$19.16 9 Yr 3 - Bundle-Taser 7 Certification $875.64 14 $12,258.96 Year 3 Total $12,739.36 10 Yr 4- Transfer Credit-Goods $499.56 1 $499.56 11 Yr 4- Transfer Credit Software & Services -$19.16 1 -$19.16 12 Yr 4- Bundle-Taser 7 Certification $875.64 14 $12,258.96 Year 4 Total $12,739.36 13 Yr 5 - Transfer Credit-Goods $499.56 1 $499.56 14 Yr 5 - Transfer Credit Software & Services -$19.16 1 -$19.16 15 Yr 5 - Bundle-Taser 7 Certification $875.64 14 $12,258.96 Year 5 Total $12,739.36 Grand Total $63,696.80 Docusign Envelope ID:6BD3D89E-1 B80-4FE4-88CB-32F68BCO2893 441& A X ON Master Services and Purchasing Agreement This Master Services and Purchasing Agreement("Agreement")is between Axon Enterprise, Inc. ("Axon"), and the Customer listed below or, if no Customer is listed below,the customer on the Quote (as defined below)("Customer"). This Agreement is effective as of the later of the (a)last signature date on this Agreement or(b)date of acceptance of the Quote ("Effective Date"). Axon and Customer are each a "Party" and collectively "Parties". This Agreement governs Customer's purchase and use of the Axon Devices and Services detailed in the Quote. It is the intent of the Parties that this Agreement will govern all subsequent purchases by Customer for the same Axon Devices and Services in the Quote, and all such subsequent quotes accepted by Customer shall be also incorporated into this Agreement by reference as a Quote. The Parties agree as follows: 1. Definitions. 1.1. "Axon Cloud Services" means Axon's web services, including, but not limited to, Axon Evidence, Axon Records,Axon Dispatch, FUSUS services,and interactions between Axon Evidence and Axon Devices or Axon client software. Axon Cloud Service excludes third-party applications, hardware warranties, and my.evidence.com. 1.2. "Axon Device" means all hardware provided by Axon under this Agreement.Axon-manufactured Devices are a subset of Axon Devices. 1.3. "Quote" means an offer to sell and is only valid for devices and services on the offer at the specified prices. Any inconsistent or supplemental terms within Customer's purchase order in response to a Quote will be void. Orders are subject to prior credit approval. Changes in the deployment estimated ship date may change charges in the Quote. Shipping dates are estimates only. Axon is not responsible for typographical errors in any Quote by Axon, and Axon reserves the right to cancel any orders resulting from such errors. 1.4. "Services" means all services provided by Axon under this Agreement, including software, Axon Cloud Services, and professional services. 2. Term. This Agreement begins on the Effective Date and continues until all subscriptions hereunder have expired or have been terminated ("Term"). 2.1. All subscriptions including Axon Evidence,Axon Fleet, Officer Safety Plans,Technology Assurance Plans, and TASER 7 or TASER 10 plans begin on the date stated in the Quote. Each subscription term ends upon completion of the subscription stated in the Quote ("Subscription Term"). 2.2. Upon completion of the Subscription Term, the Subscription Term will automatically renew for an additional 5-year term ("Renewal Term"). For purchase of TASER 7 or TASER 10 as a standalone,Axon may increase pricing to its then-current list pricing for any Renewal Term. For all other purchases,Axon may increase pricing on all line items in the Quote by up to 3%at the beginning of each year of the Renewal Term. New devices and services may require additional terms.Axon will not authorize services until Axon receives a signed Quote or accepts a purchase order, whichever is first. 3. Payment.Axon invoices for Axon Devices upon shipment, or on the date specified within the invoicing plan in the Quote. Payment is due net 30 days from the invoice date.Axon invoices for Axon Cloud Services on an upfront annual basis prior to the beginning of the Subscription Term and upon the anniversary of the Subscription Term. Payment obligations are non-cancelable. Unless otherwise prohibited by law, Customer will pay interest on all past-due sums at the lower of one-and-a-half percent(1.5%)per month or the highest rate allowed by law.Customerwill pay invoices without setoff,deduction,or withholding. If Axon sends a past due account to collections, Customer is responsible for collection and attorneys'fees. 4. Taxes. Customer is responsible for sales and other taxes associated with the order unless Customer provides Axon a valid tax exemption certificate. 5. Shipping.Axon may make partial shipments and ship Axon Devices from multiple locations.All shipments are EXW (Incoterms 2020) via common carrier. Title and risk of loss pass to Customer upon Axon's delivery to the common carrier. Customer is responsible for any shipping charges in the Quote. 6. Returns.All sales are final.Axon does not allow refunds or exchanges, except warranty returns or as provided by state or federal law. 7. Warranty. 7.1. Limited Warranty.Axon warrants that Axon-manufactured Devices are free from defects in workmanship and materials for one (1)year from the date of Customer's receipt, except Signal Sidearm which Axon warrants for thirty (30) months from Customer's receipt and Axon-manufactured accessories, which Axon warrants for ninety (90)days from Customer's receipt, respectively, from the date of Customer's receipt. Used conducted energy weapon ("CEW")cartridges are deemed to have operated properly. Extended warranties run from the expiration of the one- (1-)year hardware warranty through the extended warranty term purchased. Version:22 Release Date:August 2,2024 Page 1 of 16 Docusign Envelope ID:6BD3D89E-1 B80-4FE4-88CB-32F68BCO2893 AXONMaster Services and Purchasing Agreement 7.2. Disclaimer. All software and Axon Cloud Services are provided "AS IS," without any warranty of any kind, either express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Axon Devices and Services that are not manufactured, published or performed by Axon ("Third-Party Products") are not covered by Axon's warranty and are only subject to the warranties of the third-party provider or manufacturer. 7.3. Claims. If Axon receives a valid warranty claim for an Axon-manufactured Device during the warranty term, Axon's sole responsibility is to repair or replace the Axon-manufactured Device with the same or like Axon- manufactured Device, at Axon's option. A replacement Axon-manufactured Device will be new or like new. Axon will warrant the replacement Axon-manufactured Device for the longer of(a) the remaining warranty of the original Axon-manufactured Device or(b) ninety (90) days from the date of repair or replacement. 7.3.1. If Customer exchanges an Axon Device or part, the replacement item becomes Customer's property, and the replaced item becomes Axon's property. Before delivering an Axon-manufactured Device for service, Customer must upload Axon-manufactured Device data to Axon Evidence or download it and retain a copy. Axon is not responsible for any loss of software, data, or other information contained in storage media or any part of the Axon-manufactured Device sent to Axon for service. 7.4. Spare Axon Devices. At Axon's reasonable discretion, Axon may provide Customer a predetermined number of spare Axon Devices as detailed in the Quote ("Spare Axon Devices"). Spare Axon Devices are intended to replace broken or non-functioning units while Customer submits the broken or non-functioning units, through Axon's warranty return process. Axon will repair or replace the unit with a replacement Axon Device. Title and risk of loss for all Spare Axon Devices shall pass to Customer in accordance with shipping terms of this Agreement. Axon assumes no liability or obligation in the event Customer does not utilize Spare Axon Devices for the intended purpose. 7.5. Limitations. Axon's warranty excludes damage related to: (a) failure to follow Axon Device use instructions; (b) Axon Devices used with equipment not manufactured or recommended by Axon; (c) abuse, misuse, or intentional damage to Axon Device; (d)force majeure; (e)Axon Devices repaired or modified by persons other than Axon without Axon's written permission; or (f) Axon Devices with a defaced or removed serial number. Axon's warranty will be void if Customer resells Axon Devices. 7.5.1. To the extent permitted by law, the above warranties and remedies are exclusive. Axon disclaims all other warranties, remedies, and conditions, whether oral, written, statutory, or implied. If statutory or implied warranties cannot be lawfully disclaimed, then such warranties are limited to the duration of the warranty described above and by the provisions in this Agreement. Customer confirms and agrees that, in deciding whether to sign this Agreement, Customer has not relied on any statement or representation by Axon or anyone acting on behalf of Axon related to the subject matter of this Agreement that is not in this Agreement. 7.5.2. Axon's cumulative liability to any party for any loss or damage resulting from any claim, demand, or action arising out of or relating to this Agreement will not exceed the purchase price paid to Axon for the Axon Device, or if for Services, the amount paid for such Services over the twelve(12)months preceding the claim. Neither Party will be liable for special, indirect, incidental, punitive or consequential damages, however caused, whether for breach of warranty or contract, negligence, strict liability, tort or any other legal theory. 7.6. Online Support Platforms. Use of Axon's online support platforms (e.g., Axon Academy and MyAxon) is governed by the Axon Online Support Platforms Terms of Use Appendix available at www.axon.com/sales- terms-and-conditions. 7.7. Third-Party Software and Services. Use of software or services other than those provided by Axon is governed by the terms, if any,entered into between Customer and the respective third-party provider, including, without limitation, the terms applicable to such software or services located at www.axon.com/sales-terms- and-conditions, if any. 7.8. Axon Aid. Upon mutual agreement between Axon and Customer, Axon may provide certain products and services to Customer,as a charitable donation under the Axon Aid program. In such event, Customer expressly waives and releases any and all claims, now known or hereafter known, against Axon and its officers, directors, employees, agents, contractors, affiliates, successors, and assigns (collectively, "Releasees"), including but not limited to, on account of injury, death, property damage, or loss of data, arising out of or attributable to the Axon Aid program whether arising out of the negligence of any Releasees or otherwise. Customer agrees not to make or bring any such claim against any Releasee, and forever release and discharge all Releasees from liability under such claims. Customer expressly allows Axon to publicly announce its participation in Axon Aid and use its name in marketing materials.Axon may terminate the Axon Aid program without cause immediately upon notice to the Customer. Version:22 Release Date:August 2,2024 Page 2 of 16 Docusign Envelope ID:6BD3D89E-1 B80-4FE4-88CB-32F68BCO2893 441& A X ON Master Services and Purchasing Agreement 8. Statement of Work. Certain Axon Devices and Services, including Axon Interview Room,Axon Channel Services, and Axon Fleet, may require a Statement of Work that details Axon's Service deliverables ("SOW"). In the event Axon provides an SOW to Customer, Axon is only responsible for the performance of Services described in the SOW. Additional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in fees or schedule. The SOW is incorporated into this Agreement by reference. 9. Axon Device Warnings. See www.axon.com/legal for the most current Axon Device warnings. 10. Design Changes. Axon may make design changes to any Axon Device or Service without notifying Customer or making the same change to Axon Devices and Services previously purchased by Customer. 11. Bundled Offerings. Some offerings in bundled offerings may not be generally available at the time of Customer's purchase.Axon will not provide a refund, credit, or additional discount beyond what is in the Quote due to a delay of availability or Customer's election not to utilize any portion of an Axon bundle. 12. Insurance.Axon will maintain General Liability, Workers' Compensation, and Automobile Liability insurance. Upon request,Axon will supply certificates of insurance. 13. IP Rights. Axon owns and reserves all right, title, and interest in Axon-manufactured Devices and Services and suggestions to Axon, including all related intellectual property rights. Customer will not cause any Axon proprietary rights to be violated. 14. IP Indemnification. Axon will indemnify Customer against all claims, losses, and reasonable expenses from any third-party claim alleging that the use of Axon-manufactured Devices,Axon Cloud Services or Axon software ("Axon Products")infringes or misappropriates the third-party's intellectual property rights. Customer must promptly provide Axon with written notice of such claim,tender to Axon the defense or settlement of such claim at Axon's expense and cooperate fully with Axon in the defense or settlement of such claim. Axon's IP indemnification obligations do not apply to claims based on (a) modification of Axon Products by Customer or a third-party not approved by Axon; (b) use of Axon Products in combination with hardware or services not approved by Axon; (c)use of Axon Products other than as permitted in this Agreement;or(d)use of Axon Products that is not the most current software release provided by Axon. 15. Customer Responsibilities. Customer is responsible for (a) Customer's use of Axon Devices; (b) Customer or an end user's breach of this Agreement or violation of applicable law; (c)disputes between Customer and a third-party over Customer's use of Axon Devices; (d) secure and sustainable destruction and disposal of Axon Devices at Customer's cost; and (e) any regulatory violations or fines, as a result of improper destruction or disposal of Axon Devices. 16. Termination. 16.1. For Breach.A Party may terminate this Agreement for cause if it provides thirty (30)days written notice of the breach to the other Party, and the breach remains uncured thirty (30) days after written notice. If Customer terminates this Agreement due to Axon's uncured breach, Axon will refund prepaid amounts on a prorated basis based on the effective date of termination. 16.2. By Customer. If sufficient funds are not appropriated or otherwise legally available to pay the fees, Customer may terminate this Agreement. Customer will deliver notice of termination under this section as soon as reasonably practicable. 16.3. Effect of Termination. Upon termination of this Agreement, Customer rights immediately terminate. Customer remains responsible for all fees incurred before the effective date of termination. If Customer purchases Axon Devices for less than the manufacturer's suggested retail price("MSRP")and this Agreement terminates before the end of the Term,Axon will invoice Customer the difference between the MSRP for Axon Devices received, including any Spare Axon Devices, and amounts paid towards those Axon Devices.Only if terminating for non- appropriation, Customer may return Axon Devices to Axon within thirty (30)days of termination. MSRP is the standalone price of the individual Axon Device at the time of sale. For bundled Axon Devices, MSRP is the standalone price of all individual components. 17. Confidentiality. "Confidential Information" means nonpublic information designated as confidential or, given the nature of the information or circumstances surrounding disclosure, should reasonably be understood to be confidential. Each Party will take reasonable measures to avoid disclosure,dissemination,or unauthorized use of the other Party's Confidential Information. Unless required by law, neither Party will disclose the other Party's Confidential Information during the Term and for five (5) years thereafter. To the extent permissible by law, Axon pricing is Confidential Information and competition sensitive. If Customer receives a public records request to disclose Axon Confidential Information, to the extent allowed by law, Customer will provide notice to Axon before disclosure.Axon may publicly announce information related to this Agreement. Version:22 Release Date:August 2,2024 Page 3 of 16 Docusign Envelope ID:6BD3D89E-1 B80-4FE4-88CB-32F68BCO2893 4k,k\ A X ON Master Services and Purchasing Agreement 18. General. 18.1. Force Majeure. Neither Party will be liable for any delay or failure to perform due to a cause beyond a Party's reasonable control. 18.2. Independent Contractors. The Parties are independent contractors. Neither Party has the authority to bind the other. This Agreement does not create a partnership, franchise, joint venture, Customer, fiduciary, or employment relationship between the Parties. 18.3. Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement. 18.4. Non-Discrimination. Neither Party nor its employees will discriminate against any person based on race; religion; creed; color; sex; gender identity and expression; pregnancy; childbirth; breastfeeding; medical conditions related to pregnancy, childbirth, or breastfeeding; sexual orientation; marital status; age; national origin; ancestry; genetic information; disability;veteran status; or any class protected by local, state,or federal law. 18.5. Compliance with Laws. Each Party will comply with all applicable federal, state, and local laws, including without limitation, import and export control laws and regulations as well as firearm regulations and the Gun Control Act of 1968. 18.6. Assignment. Neither Party may assign this Agreement without the other Party's prior written consent.Axon may assign this Agreement, its rights, or obligations without consent: (a)to an affiliate or subsidiary; or (b)for purposes of financing, merger, acquisition, corporate reorganization,or sale of all or substantially all its assets. This Agreement is binding upon the Parties respective successors and assigns. 18.7. Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes a waiver of that right. 18.8. Severability. If a court of competent jurisdiction holds any portion of this Agreement invalid or unenforceable, the remaining portions of this Agreement will remain in effect. 18.9. Survival. The following sections will survive termination: Payment, Warranty, Axon Device Warnings, Indemnification, IP Rights, Customer Responsibilities and any other Sections detailed in the survival sections of the Appendices. 18.10.Governing Law.The laws of the country,state, province,or municipality where Customer is physically located, without reference to conflict of law rules, govern this Agreement and any dispute arising from it. The United Nations Convention for the International Sale of Goods does not apply to this Agreement. 18.11.Notices.All notices must be in English. Notices posted on Customer's Axon Evidence site are effective upon posting. Notices by email are effective on the sent date of the email. Notices by personal delivery are effective immediately. Notices to Customer shall be provided to the address on file with Axon. Notices to Axon shall be provided to Axon Enterprise, Inc.Attn: Legal, 17800 North 85th Street, Scottsdale,Arizona 85255 with a copy to legal@axon.com. 18.12 Entire Agreement.This Agreement,the Appendices, including any applicable Appendices not attached herein for the products and services purchased, which are incorporated by reference and located in the Master Purchasing and Services Agreement located at https://www.axon.com/sales-terms-and-conditions,Quote and any SOW(s), represents the entire agreement between the Parties. This Agreement supersedes all prior agreements or understandings,whether written or verbal, regarding the subject matter of this Agreement.This Agreement may only be modified or amended in a writing signed by the Parties. Version:22 Release Date:August 2,2024 Page 4 of 16 Docusign Envelope ID:6BD3D89E-1 B80-4FE4-88CB-32F68BCO2893 4k,k\ A X ON Master Services and Purchasing Agreement Each Party, by and through its respective representative authorized to execute this Agreement, has duly executed and delivered this Agreement as of the date of signature. AXON: CUSTOMER: Axon Enterprise, Inc. Sg tlby: Signature: K6 f. Vviwa Jr. Signature: Robert E. Driscoll Jr. Name: Name: Title: Deputy General Counsel Title: 9/26/2024 1 12:37 PM MST Date: Date: CUSTOMER: Signature: Name: Title: Date: Approved as to Legal form: Signature: Name: Title: Date: Version:22 Release Date:August 2,2024 Page 5 of 16 Docusign Envelope ID:6BD3D89E-1 B80-4FE4-88CB-32F68BCO2893 4'a4\k A X 0 N Master Services and Purchasing Agreement Axon Cloud Services Terms of Use Appendix 1. Definitions. a. "Customer Content" is data uploaded into, ingested by, or created in Axon Cloud Services within Customer's tenant, including media or multimedia uploaded into Axon Cloud Services by Customer. Customer Content includes Evidence but excludes Non-Content Data. b. "Evidence" is media or multimedia uploaded into Axon Evidence as 'evidence' by Customer. Evidence is a subset of Customer Content. c. "Non-Content Data" is data, configuration, and usage information about Customer's Axon Cloud Services tenant, Axon Devices and client software, and users that is transmitted or generated when using Axon Devices. Non-Content Data includes data about users captured during account management and customer support activities. Non-Content Data does not include Customer Content. d. "Provided Data" means de-identified, de-personalized, data derived from Customer's TASER energy weapon deployment reports, related TASER energy weapon logs, body-worn camera footage, and incident reports. e. "Transformed Data" means the Provided Data used for the purpose of quantitative evaluation of the performance and effectiveness of TASER energy weapons in the field across a variety of circumstances. 2. Access. Upon Axon granting Customer a subscription to Axon Cloud Services, Customer may access and use Axon Cloud Services to store and manage Customer Content. Customer may not exceed more end users than the Quote specifies. Axon Air requires an Axon Evidence subscription for each drone operator. For Axon Evidence Lite, Customer may access and use Axon Evidence only to store and manage TASER CEW and TASER CAM data ("TASER Data"). Customer may not upload non-TASER Data to Axon Evidence Lite. 3. Customer Owns Customer Content. Customer controls and owns all right, title, and interest in Customer Content. Except as outlined herein,Axon obtains no interest in Customer Content, and Customer Content is not Axon's business records. Customer is solely responsible for uploading, sharing, managing, and deleting Customer Content. Axon will only have access to Customer Content for the limited purposes set forth herein. Customer agrees to allow Axon access to Customer Content to (a) perform troubleshooting, maintenance, or diagnostic screenings; and (b)enforce this Agreement or policies governing use of the Axon products. 4. Security.Axon will implement commercially reasonable and appropriate measures to secure Customer Content against accidental or unlawful loss,access or disclosure.Axon will maintain a comprehensive information security program to protect Axon Cloud Services and Customer Content including logical, physical access, vulnerability, risk, and configuration management; incident monitoring and response; encryption of uploaded digital evidence; security education; and data protection. Axon agrees to the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum for its digital evidence or records management systems. 5. Customer Responsibilities. Customer is responsible for(a)ensuring Customer owns Customer Content or has the necessary rights to use Customer Content(b)ensuring no Customer Content or Customer end user's use of Customer Content or Axon Cloud Services violates this Agreement or applicable laws; (c)maintaining necessary computer equipment and Internet connections for use of Axon Cloud Services and (d)verify the accuracy of any auto generated or AI-generated reports. If Customer becomes aware of any violation of this Agreement by an end user, Customer will immediately terminate that end user's access to Axon Cloud Services. a. Customer will also maintain the security of end usernames and passwords and security and access by end users to Customer Content. Customer is responsible for ensuring the configuration and utilization of Axon Cloud Services meet applicable Customer regulation and standards. Customer may not sell, transfer,or sublicense access to any other entity or person. If Customer provides access to unauthorized third-parties, Axon may assess additional fees along with suspending Customer's access. Customer shall contact Axon immediately if an unauthorized party may be using Customer's account or Customer Content, or if account information is lost or stolen. b. To the extent Customer uses the Axon Cloud Services to interact with YouTube®, such use may be governed by the YouTube Terms of Service, available at https://www.youtube.com/static?template=terms. Version:22 Release Date:August 2,2024 Page 6 of 16 Docusign Envelope ID:6BD3D89E-1 B80-4FE4-88CB-32F68BCO2893 4'a4\k A X 0 N Master Services and Purchasing Agreement 6. Privacy. Customer's use of Axon Cloud Services is subject to the Axon Cloud Services Privacy Policy, a current version of which is available at https://www.axon.com/legal/cloud-services-privacy-policy. Customer agrees to allow Axon access to Non-Content Data from Customer to (a) perform troubleshooting, maintenance, or diagnostic screenings; (b) provide, develop, improve, and support current and future Axon products and related services; and (c)enforce this Agreement or policies governing the use of Axon products. 7. Axon Body Wi-Fi Positioning. Axon Body cameras may offer a feature to enhance location services where GPS/GNSS signals may not be available,for instance,within buildings or underground. Customer administrators can manage their choice to use this service within the administrative features of Axon Cloud Services. If Customer chooses to use this service,Axon must also enable the usage of the feature for Customer's Axon Cloud Services tenant. Customer will not see this option with Axon Cloud Services unless Axon has enabled Wi-Fi Positioning for Customer's Axon Cloud Services tenant. 8. Storage. For Axon Unlimited Device Storage subscriptions, Customer may store unlimited data in Customer's Axon Evidence account only if data originates from Axon Capture or an Axon Device. Axon may charge Customer additional fees for exceeding purchased storage amounts.Axon may place Customer Content that Customer has not viewed or accessed for six (6)months into archival storage. Customer Content in archival storage will not have immediate availability and may take up to twenty-four(24) hours to access. 9. Third-Party Unlimited Storage. For Third-Party Unlimited Storage the following restrictions apply: (i)it may only be used in conjunction with a valid Axon Evidence user license; (ii) is limited to data of the law enforcement Customer that purchased the Third-Party Unlimited Storage and the Axon Evidence end user or Customer is prohibited from storing data for other customers or law enforcement agencies;and (iii)Customer may only upload and store data that is directly related to (1) the investigation of, or the prosecution of a crime, (2) common law enforcement activities, or(3)any Customer Content created by Axon Devices or Axon Evidence. 10. Location of Storage. Axon may transfer Customer Content to third-party subcontractors for storage. Axon will determine the locations of data centers for storage of Customer Content. If Customer is located in the United States, Canada, or Australia, Axon will ensure all Customer Content stored in Axon Cloud Services remains in the country where Customer is located. Ownership of Customer Content remains with Customer. 11. Suspension.Axon may temporarily suspend Customer's or any end user's right to access or use any portion or all of Axon Cloud Services immediately upon notice, if Customer or end user's use of or registration for Axon Cloud Services may(a)pose a security risk to Axon Cloud Services or any third-party; (b)adversely impact Axon Cloud Services, the systems, or content of any other customer; (c)subject Axon, Axon's affiliates, or any third- party to liability; or (d) be fraudulent. Customer remains responsible for all fees incurred through suspension. Axon will not delete Customer Content because of suspension, except as specified in this Agreement. 12. Axon Cloud Services Warranty. Axon disclaims any warranties or responsibility for data corruption or errors before Customer uploads data to Axon Cloud Services. 13. TASER Data Science Program. Axon will provide a quantitative evaluation on the performance and effectiveness of TASER energy weapons in the field across a variety of circumstances. 14. If Customer purchases the TASER Data Science Program, Customer grants Axon, its affiliates, and assignees an irrevocable, perpetual, fully paid, royalty-free, and worldwide right and license to use Provided Data solely for the purposes of this Agreement and to create Transformed Data. Customer shall own all rights and title to Provided Data.Axon shall own all rights and title to Transformed Data and any derivatives of Transformed Data. 15. Axon grants to Customer an irrevocable, perpetual,fully paid, royalty-free, license to use to TASER Data Science report provided to Customer for its own internal purposes. The Data Science report is provided "as is" and without any warranty of any kind. 16. In the event Customer seeks Axon's deletion of Provided Data, it may submit a request to privacy@axon.com. Where reasonably capable of doing so, Axon will implement the request but at a minimum will not continue to collect Provided Data from Customer. 17. Axon Records. Axon Records is the software-as-a-service product that is generally available at the time Customer purchases an OSP 7 or OSP 10 bundle. During Customer's Axon Records Subscription Term, if any, Customer will be entitled to receive Axon's Update and Upgrade releases on an if-and-when available basis. Version:22 Release Date:August 2,2024 Page 7 of 16 Docusign Envelope ID:6BD3D89E-1 B80-4FE4-88CB-32F68BCO2893 AX 0 N Master Services and Purchasing Agreement c. The Axon Records Subscription Term will end upon the completion of the Axon Records Subscription as documented in the Quote, or if purchased as part of an OSP 7 or OSP 10 bundle, upon completion of the OSP 7 or OSP 10 Term ("Axon Records Subscription") d. An "Update" is a generally available release of Axon Records that Axon makes available from time to time.An "Upgrade" includes (i) new versions of Axon Records that enhance features and functionality, as solely determined by Axon; and/or(ii)new versions of Axon Records that provide additional features or perform additional functions. Upgrades exclude new products that Axon introduces and markets as distinct products or applications. e. New or additional Axon products and applications, as well as any Axon professional services needed to configure Axon Records, are not included. If Customer purchases Axon Records as part of a bundled offering, the Axon Record subscription begins on the later of the (1)start date of that bundled offering, or(2)date Axon provisions Axon Records to Customer. f. Users of Axon Records at the Customer may upload files to entities (incidents, reports, cases, etc) in Axon Records with no limit to the number of files and amount of storage. Notwithstanding the foregoing, Axon may limit usage should the Customer exceed an average rate of one-hundred (100) GB per user per year of uploaded files.Axon will not bill for overages. 18. Axon Cloud Services Restrictions. Customer and Customer end users (including employees, contractors, agents, officers, volunteers, and directors), may not, or may not attempt to: g. copy, modify, tamper with, repair, or create derivative works of any part of Axon Cloud Services; h. reverse engineer, disassemble, or decompile Axon Cloud Services or apply any process to derive any source code included in Axon Cloud Services, or allow others to do the same., i. access or use Axon Cloud Services with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas; j. use Axon Cloud Services as a service bureau, or as part of a Customer infrastructure as a service; k. use trade secret information contained in Axon Cloud Services, except as expressly permitted in this Agreement; I. access Axon Cloud Services to build a competitive device or service or copy any features, functions, or graphics of Axon Cloud Services; m. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices)of Axon's or Axon's licensors on or within Axon Cloud Services; or n. use Axon Cloud Services to store or transmit infringing, libelous, or other unlawful or tortious material; material in violation of third-party privacy rights; or malicious code. 19. Draft One.Axon may impose usage restrictions if a single user generates more than one hundred (100) reports per month for two or more consecutive months. 20. After Termination.Axon will not delete Customer Content for ninety (90)days following termination.Axon Cloud Services will not be functional during these ninety (90)days other than the ability to retrieve Customer Content. Customer will not incur additional fees if Customer downloads Customer Content from Axon Cloud Services during this time. Axon has no obligation to maintain or provide Customer Content after these ninety (90) days and will thereafter, unless legally prohibited,delete all Customer Content. Upon request,Axon will provide written proof that Axon successfully deleted and fully removed all Customer Content from Axon Cloud Services. 21. Post-Termination Assistance. Axon will provide Customer with the same post-termination data retrieval assistance that Axon generally makes available to all customers. Requests for Axon to provide additional assistance in downloading or transferring Customer Content, including requests for Axon's data egress service, will result in additional fees and Axon will not warrant or guarantee data integrity or readability in the external system. 22. U.S. Government Rights. If Customer is a U.S. Federal department or using Axon Cloud Services on behalf of a U.S. Federal department, Axon Cloud Services is provided as a "commercial item," "commercial computer software," "commercial computer software documentation," and "technical data", as defined in the Federal Acquisition Regulation and Defense Federal Acquisition Regulation Supplement. If Customer is using Axon Cloud Version:22 Release Date:August 2,2024 Page 8 of 16 Docusign Envelope ID:6BD3D89E-1 B80-4FE4-88CB-32F68BCO2893 4'a4\k X 0 N Master Services and Purchasing Agreement Services on behalf of the U.S. Government and these terms fail to meet the U.S. Government's needs or are inconsistent in any respect with federal law, Customer will immediately discontinue use of Axon Cloud Services. 23. Survival. Upon any termination of this Agreement,the following sections in this Appendix will survive: Customer Owns Customer Content, Privacy,Storage,Axon Cloud Services Warranty, Customer Responsibilities and Axon Cloud Services Restrictions. Version:22 Release Date:August 2,2024 Page 9 of 16 Docusign Envelope ID:6BD3D89E-1 B80-4FE4-88CB-32F68BCO2893 4'a4\k A X 0 N Master Services and Purchasing Agreement Axon Customer Experience Improvement Program Appendix 1. Axon Customer Experience Improvement Program (ACEIP). The ACEIP is designed to accelerate Axon's development of technology,such as building and supporting automated features, to ultimately increase safety within communities and drive efficiency in public safety. To this end, subject to the limitations on Axon as described below, Axon,where allowed by law, may make limited use of Customer Content from all of its customers to provide,develop, improve, and support current and future Axon products (collectively, "ACEIP Purposes"). However, at all times,Axon will comply with its obligations pursuant to the Axon Cloud Services Terms of Use Appendix to maintain a comprehensive data security program (including compliance with the CJIS Security Policy for Criminal Justice Information), privacy program, and data governance policy, including high industry standards of de-identifying Personal Data, to enforce its security and privacy obligations for the ACEIP. ACEIP has 2 tiers of participation, Tier 1 and Tier 2. By default, Customer will be a participant in ACEIP Tier 1. If Customer does not want to participate in ACEIP Tier 1, Customer can revoke its consent at any time. If Customer wants to participate in Tier 2, as detailed below, Customer can check the ACEIP Tier 2 box below. If Customer does not want to participate in ACEIP Tier 2, Customer should leave box unchecked. At any time, Customer may revoke its consent to ACEIP Tier 1, Tier 2, or both Tiers. 2. ACEIP Tier 1. 2.1. When Axon uses Customer Content for the ACEIP Purposes, Axon will extract from Customer Content and may store separately copies of certain segments or elements of the Customer Content (collectively, "ACEIP Content"). When extracting ACEIP Content, Axon will use commercially reasonable efforts to aggregate, transform or de-identify Customer Content so that the extracted ACEIP Content is no longer reasonably capable of being associated with, or could reasonably be linked directly or indirectly to a particular individual ("Privacy Preserving Tech nique(s)"). For illustrative purposes, some examples are described in footnote 11. For clarity,ACEIP Content will still be linked indirectly, with an attribution, to the Customer from which it was extracted. This attribution will be stored separately from the data itself, but is necessary for and will be solely used to enable Axon to identify and delete all ACEIP Content upon Customer request. Once de-identified, ACEIP Content may then be further modified, analyzed, and used to create derivative works. At any time, Customer may revoke the consent granted herein to Axon to access and use Customer Content for ACEIP Purposes. Within 30 days of receiving the Customer's request,Axon will no longer access or use Customer Content for ACEIP Purposes and will delete any and all ACEIP Content.Axon will also delete any derivative works which may reasonably be capable of being associated with, or could reasonably be linked directly or indirectly to Customer. In addition, if Axon uses Customer Content for the ACEIP Purposes, upon request,Axon will make available to Customer a list of the specific type of Customer Content being used to generate ACEIP Content,the purpose of such use,and the retention, privacy preserving extraction technique,and relevant data protection practices applicable to the Customer Content or ACEIP Content ("Use Case"). From time to time, Axon may develop and deploy new Use Cases.At least 30 days prior to authorizing the deployment of any new Use Case, Axon will provide Customer notice (by updating the list of Use Case at htti)s://www.axon.com/aceilp-and providing Customer with a mechanism to obtain notice of that update or another commercially reasonable method to Customer designated contact) ("New Use Case"). 2.2. Expiration of ACEIP Tier 1. Customer consent granted herein will expire upon termination of the Agreement. In accordance with section 1.1.1, within 30 days of receiving the Customer's request, Axon will no longer access or use Customer Content forACEIP Purposes and will delete ACEIP Content.Axon will also delete any derivative works which may reasonably be capable of being associated with, or could reasonably be linked directly or indirectly to, Customer. 3. ACEIP Tier 2. In addition to ACEIP Tier 1, if Customer wants to help further improve Axon's services, Customer may choose to participate in Tier 2 of the ACEIP. ACEIP Tier 2 grants Axon certain additional rights to use Customer For example;(a)when extracting specific text to improve automated transcription capabilities,text that could be used to directly identify a particular individual would not be extracted,and extracted text would be disassociated from identifying metadata of any speakers,and the extracted text would be split into individual words and aggregated with other data sources (including publicly available data) to remove any reasonable ability to link any specific text directly or indirectly back to a particular individual; (b)when extracting license plate data to improve Automated License Plate Recognition (ALPR)capabilities, individual license plate characters would be extracted and disassociated from each other so a complete plate could not be reconstituted, and all association to other elements of the source video,such as the vehicle,location,time,and the surrounding environment would also be removed;(c)when extracting audio of potential acoustic events(such as glass breaking or gun shots),very short segments(<1 second)of audio that only contains the likely acoustic events would be extracted and all human utterances would be removed. Version:22 Release Date:August 2,2024 Page 10 of 16 Docusign Envelope ID:6BD3D89E-1 B80-4FE4-88CB-32F68BCO2893 `\ AXON Master Services and Purchasing Agreement Content, in addition to those set forth in Tier 1 above, without the guaranteed deployment of a Privacy Preserving Technique to enable product development, improvement, and support that cannot be accomplished with aggregated, transformed, or de-identified data. ❑ Check this box if Customer wants to help further improve Axon's services by participating in ACEIP Tier 2 in addition to Tier 1. Axon will not enroll Customer into ACEIP Tier 2 until Axon and Customer agree to terms in writing providing for such participation in ACEIP Tier 2. Version:22 Release Date:August 2,2024 Page 11 of 16 Docusign Envelope ID:6BD3D89E-1 B80-4FE4-88CB-32F68BCO2893 AXONMaster Services and Purchasing Agreement TASER Device Appendix This TASER Device Appendix applies to Customer's TASER 10, OSP 10, OSP Plus, or OSP 10 Plus Premium purchase from Axon, if applicable. 1. Duty Cartridge Replenishment Plan. If the Quote includes"Duty Cartridge Replenishment Plan", Customer must purchase the plan for each CEW user.A CEW user includes officers that use a CEW in the line of duty and those that only use a CEW for training. Customer may not resell cartridges received. Axon will only replace cartridges used in the line of duty. 2. Training. If the Quote includes a TASER On Demand Certification subscription, Customer will have on-demand access to TASER Instructor and TASER Master Instructor courses only for the duration of the TASER Subscription Term. Axon will issue a maximum of ten (10) TASER Instructor vouchers and ten (10) TASER Master Instructor vouchers for every thousand TASER Subscriptions purchased. Customer shall utilize vouchers to register for TASER courses at their discretion however Customer may incur a fee for cancellations less than 10 business days prior to a course date or failure to appear to a registered course. The voucher has no cash value. Customer cannot exchange voucher for any other device or service.Any unused vouchers at the end of the Term will be forfeited.A voucher does not include any travel or other expenses that might be incurred related to attending a course. 3. Extended Warranty. If the Quote includes an extended warranty, the extended warranty coverage period warranty will be for a five-(5-)year term,which includes the hardware manufacturer's warranty plus the four-(4-)year extended term. 4. Trade-in. If the Quote contains a discount on CEW-related line items and that discount is contingent upon the trade- in of hardware, Customer must return used hardware and accessories associated with the discount("Trade-In Units") to Axon within the below prescribed timeline. Customer must ship batteries via ground shipping.Axon will pay shipping costs of the return. If Axon does not receive Trade-In Units within the timeframe below, Axon will invoice Customer the value of the trade-in credit. Customer may not destroy Trade-In Units and receive a trade-in credit. Customer Size Days to Return from Start Date of TASER 10 Subscription Less than 100 officers 60 days 100 to 499 officers 90 days 500+ officers 180 days 5. TASER Device Subscription Term.The TASER Device Subscription Term for a standalone TASER Device purchase begins on shipment of the TASER Device. The TASER Device Subscription Term for OSP 7/10 begins on the OSP 7/10 start date. 6. Access Rights. Upon Axon granting Customer a TASER Device Axon Evidence subscription, Customer may access and use Axon Evidence for the storage and management of data from TASER Devices devices during the TASER Device Subscription Term. Customer may not exceed the number of end users the Quote specifies. 7. Customer Warranty. If Customer is located in the US, Customer warrants and acknowledges that TASER 10 is classified as a firearm and is being acquired for official Customer use pursuant to a law enforcement agency transfer under the Gun Control Act of 1968. 8. Purchase Order.To comply with applicable laws and regulations, Customer must provide a purchase order to Axon prior to shipment of TASER 10. 9. Apollo Grant (US only). If Customer has received an Apollo Grant from Axon, Customer must pay all fees in the Quote prior to upgrading to any new TASER Device offered by Axon. 10. Termination. If payment for TASER Device is more than thirty (30) days past due, Axon may terminate Customer's TASER Device plan by notifying Customer. Upon termination for any reason, then as of the date of termination: 10.1.TASER Device extended warranties and access to Training Content will terminate. No refunds will be given. 10.2.Customer will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future TASER Device plan. 10.3.Axon will invoice Customer the remaining MSRP for TASER Devices received before termination. If terminating Version:22 Release Date:August 2,2024 Page 12 of 16 Docusign Envelope ID:6BD3D89E-1 B80-4FE4-88CB-32F68BCO2893 AXONMaster Services and Purchasing Agreement for non-appropriations, Axon will not invoice Customer if Customer returns the TASER Device, rechargeable battery, holster, dock, core, training suits, and unused cartridges to Axon within thirty (30) days of the date of termination. Version:22 Release Date:August 2,2024 Page 13 of 16 Docusign Envelope ID:6BD3D89E-1 B80-4FE4-88CB-32F68BCO2893 4'a4\k A X 0 N Master Services and Purchasing Agreement Axon Application Programming Interface Appendix This Appendix applies if Axon's API Services or a subscription to Axon Cloud Services are included on the Quote. 1. Definitions. 1.1. "API Client"means the software that acts as the interface between Customer's computer and the server,which is already developed or to be developed by Customer. 1.2. "API Interface" means software implemented by Customer to configure Customer's independent API Client Software to operate in conjunction with the API Service for Customer's authorized Use. 1.3. "Axon Evidence PartnerAPI,API or Axon API"(collectively"API Service")means Axon's API which provides a programmatic means to access data in Customer's Axon Evidence account or integrate Customer's Axon Evidence account with other systems. 1.4. "Use" means any operation on Customer's data enabled by the supported API functionality. 2. Purpose and License. 2.1. Customer may use API Service and data made available through API Service, in connection with an API Client developed by Customer. Axon may monitor Customer's use of API Service to ensure quality, improve Axon devices and services, and verify compliance with this Agreement. Customer agrees to not interfere with such monitoring or obscure from Axon Customer's use of API Service. Customer will not use API Service for commercial use. 2.2. Axon grants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable right and license during the Term to use API Service,solely for Customer's Use in connection with Customer's API Client. 2.3. Axon reserves the right to set limitations on Customer's use of the API Service,such as a quota on operations, to ensure stability and availability of Axon's API.Axon will use reasonable efforts to accommodate use beyond the designated limits. 3. Configuration.Customer will work independently to configure Customer's API Client with API Service for Customer's applicable Use. Customer will be required to provide certain information (such as identification or contact details) as part of the registration. Registration information provided to Axon must be accurate. Customer will inform Axon promptly of any updates. Upon Customer's registration, Axon will provide documentation outlining API Service information. 4. Customer Responsibilities. When using API Service, Customer and its end users may not: 4.1. use API Service in any way other than as expressly permitted under this Agreement; 4.2. use in any way that results in, or could result in, any security breach to Axon; 4.3. perform an action with the intent of introducing any virus, worm, defect, Trojan horse, malware, or any item of a destructive nature to Axon Devices and Services; 4.4. interfere with, modify, disrupt or disable features or functionality of API Service or the servers or networks providing API Service; 4.5. reverse engineer,decompile,disassemble, or translate or attempt to extract the source code from API Service or any related software; 4.6. create an API Interface that functions substantially the same as API Service and offer it for use by third parties; 4.7. provide use of API Service on a service bureau, rental or managed services basis or permit other individuals or entities to create links to API Service; 4.8. frame or mirror API Service on any other server, or wireless or Internet-based device; 4.9. make available to a third-party, any token, key, password or other login credentials to API Service; 4.10. take any action or inaction resulting in illegal, unauthorized or improper purposes; or 4.11. disclose Axon's API manual. 5. API Content.All content related to API Service, other than Customer Content or Customer's API Client content, is considered Axon's API Content, including: Version:22 Release Date:August 2,2024 Page 14 of 16 Docusign Envelope ID:6BD3D89E-1 B80-4FE4-88CB-32F68BCO2893 4'a4\k A X 0 N Master Services and Purchasing Agreement 5.1. the design, structure and naming of API Service fields in all responses and requests; 5.2. the resources available within API Service for which Customer takes actions on, such as evidence, cases, users, or reports; 5.3. the structure of and relationship of API Service resources; and 5.4. the design of API Service, in any part or as a whole. 6. Prohibitions on API Content. Neither Customer nor its end users will use API content returned from the API Interface to: 6.1. scrape, build databases,or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header; 6.2. copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any third-party; 6.3. misrepresent the source or ownership; or 6.4. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices). 7. API Updates.Axon may update or modify the API Service from time to time ("API Update"). Customer is required to implement and use the most current version of API Service and to make any applicable changes to Customer's API Client required as a result of such API Update.API Updates may adversely affect how Customer's API Client access or communicate with API Service or the API Interface. Each API Client must contain means for Customer to update API Client to the most current version of API Service.Axon will provide support for one (1)year following the release of an API Update for all depreciated API Service versions. Version:22 Release Date:August 2,2024 Page 15 of 16 Docusign Envelope ID:6BD3D89E-1 B80-4FE4-88CB-32F68BCO2893 4'a4\k A X 0 N Master Services and Purchasing Agreement Axon Event Offer Appendix If the Agreement includes the provision of, or Axon otherwise offers, ticket(s), travel and/or accommodation for select events hosted by Axon ("Axon Event"), the following shall apply: 1. General. Subject to the terms and conditions specified below and those in the Agreement, Axon may provide Customer with one or more offers to fund Axon Event ticket(s), travel and/or accommodation for Customer-selected employee(s) to attend one or more Axon Events. By entering into the Agreement, Customer warrants that it is appropriate and permissible for Customer to receive the referenced Axon Event offer(s) based on Customer's understanding of the terms and conditions outlined in this Axon Event Offer Appendix. 2. Attendee/Employee Selection. Customer shall have sole and absolute discretion to select the Customer employee(s) eligible to receive the ticket(s), travel and/or accommodation that is the subject of any Axon Event offer(s). 3. Compliance. It is the intent of Axon that any and all Axon Event offers comply with all applicable laws, regulations and ethics rules regarding contributions, including gifts and donations. Axon's provision of ticket(s), travel and/or accommodation for the applicable Axon Event to Customer is intended for the use and benefit of Customer in furtherance of its goals, and not the personal use or benefit of any official or employee of Customer.Axon makes this offer without seeking promises or favoritism for Axon in any bidding arrangements. Further, no exclusivity will be expected by either party in consideration for the offer.Axon makes the offer with the understanding that it will not, as a result of such offer, be prohibited from any procurement opportunities or be subject to any reporting requirements. If Customer's local jurisdiction requires Customer to report or disclose the fair market value of the benefits provided by Axon, Customer shall promptly contact Axon to obtain such information, and Axon shall provide the information necessary to facilitate Customer's compliance with such reporting requirements. 4. Assignability.Customer may not sell,transfer,or assign Axon Event ticket(s),travel and/or accommodation provided under the Agreement. 5. Availability. The provision of all offers of Axon Event ticket(s), travel and/or accommodation is subject to availability of funds and resources. Axon has no obligation to provide Axon Event ticket(s), travel and/or accommodation. 6. Revocation of Offer. Axon reserves the right at any time to rescind the offer of Axon Event ticket(s), travel and/or accommodation to Customer if Customer or its selected employees fail to meet the prescribed conditions or if changes in circumstances render the provision of such benefits impractical, inadvisable, or in violation of any applicable laws, regulations, and ethics rules regarding contributions, including gifts and donations. Version:22 Release Date:August 2,2024 Page 16 of 16 � S cl �o o� � µCORPOOI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting December 10, 2024 DATE: December 10, 2024 TO: Peter Zanoni, City Manager FROM: Bill Mahaffey, Director of Gas Operations BilIM(a)cctexas.com (361) 826-1801 Josh Chronley, Assistant Director of Contracts & Procurement Josh C2Ca-)cctexas.com (361) 826-3169 Purchase of a Mainline Control System for Gas Operations CAPTION: Resolution authorizing the purchase of a mainline control system from Groebner & Associates, Inc., of Rogers, Minnesota, for use by the Gas Department to repair pipelines and isolate sections of gas mains in the absence of pressure control fittings in cases of emergency, for $168,062.77, with FY 2025 funding from the Gas Operations Fund. SUMMARY: This resolution authorizes a one-time purchase of the Kleiss Mainline Control Stopping System for Gas Operations. This purchase is important for pipeline repair because the system allows for the use of multiple-diameter pipe sizes with one fitting and eliminates the need to purchase separate fittings for each pipe size. BACKGROUND AND FINDINGS: The Kleis Mainline Control Stopping System is a controllable fittings tool to stop or redirect the flow of gas in the distribution system. It is designed to tap and stop flow in natural gas lines 3" through 8" operating at a maximum of 60 psi. It provides safe stopping of natural gas flow in pipelines and allows for streamlined in-place pipeline repairs and new line connections. This system allows operators to stop the flow of natural gas safely and efficiently without shutting down the pipeline. The system can perform purging, by-passing, back-pressuring, and monitoring of system pressures all through a single tap. It can handle multiple diameter pipe sizes with one fitting. Groebner & Associates, Inc. is the sole source provider for the mainline control system which enables pipeline owners and operators to safely, efficiently and cost effectively perform a safe stoppage of natural gas flow without a shutdown. An additional advantage of the system is that it can be used on a wide diameter range of pipe and any wall thickness, which provides a gas tight seal over the entire diameter range. PROCUREMENT DETAIL: This is a sole source procurement. Groebner & Associates, Inc. is the single authorized source provider for Kleiss Mainline Control Systems in Central America. ALTERNATIVES: An alternative is not to purchase the equipment and contract out the by-pass of larger diameter gas mains. FISCAL IMPACT: The fiscal impact for Gas Operations in FY 2025 is not to exceed $168,062.77 with Groebner & Associates, Inc. of Rogers, Minnesota for the purchase of a mainline control system. FUNDING DETAIL: Fund: 4130 Gas Organization/Activity: 34110 Gas Maintenance and Operations Mission Element: 011 Gas Distribution System Project # (CIP Only): N/A Account: 520090 Minor tools & equipment RECOMMENDATION: Staff recommends approval of this resolution as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Price Sheet Presentation Resolution authorizing the purchase of a mainline control system from Groebner & Associates, Inc., of Rogers, Minnesota, for use by the Gas Department to repair pipelines and isolate sections of gas mains in the absence of pressure control fittings in cases of emergency, for $168,062.77, with FY 2025 funding from the Gas Operations Fund. WHEREAS, the City's Gas Operations Department needs a mainline control system, which will be utilized to repair pipelines and isolate sections of gas mains in the absence of pressure control fittings, with such a system being critical to sustaining the department's operational reliability for service; WHEREAS, State law provides that such procurements, as outlined above, are subject to statutory procurement requirements, including competitive bids, unless an exemption applies; WHEREAS, there is a statutory exemption 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 municipality's residents; and WHEREAS, there is also a statutory exemption for this procurement in the Local Government Code, Section 252.022(a)(7)(A), as this purchase is a procurement of items available from only one source due to patents, copyrights, secret processes, or natural monopolies. 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 his designee, is authorized to purchase a mainline control system from Groebner & Associates, Inc., for$168,062.77, with FY 2025 funding from the Gas Operations Fund. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary City of Corpus Christi Price Sheet Finance & Procurement Mainline Control Systems Senior Buyer: Tracy Garza Gas Operations ITEM # DESCRIPTION QTY UNIT PRICE TOTAL PRICE 1 MCS/KLEISS FLOW STOPPING TL 3"-8"60 max PSI 4 $ 24,488.18 $ 97,952.72 2 MCS/KLEISS HOT TAPPING &COMPLETION KIT 1 $ 26,937.00 $ 26,937.00 3 CUTTER 1004 HM STEEL&C.I. 2.2"W/56.5mm 3/8'' 2 $ 424.80 $ 849.60 4 CUTTER 1003 FOR PE 2.2"W/56.5mm x 2 $ 449.10 $ 898.20 5 1/4"PILOT BIT W/NOTCH MCS660-38 KLEISS 2 $ 340.20 $ 680.40 6 AIR HOSE ADAPTER FEM KLEISS MALE STD 1 $ 44.10 $ 44.10 7 VENTURI VENT STACK w/30'ANTI-STATIC HOSE 1 $ 4,063.50 $ 4,063.50 8 30'ANTI-STATIC HOSE 1 $ 997.20 $ 997.20 9 30'ANTI-STATIC HOSE CARRY BAG 1 $ 127.80 $ 127.80 10 BY-PASS GAUGE TREE 160 PSI 1" FEM CAMLK 1 $ 274.50 $ 274.50 11 HANDPUMP TYPE 511 W/HOSE 1 $ 616.50 $ 616.50 12 2.75"-3.54" ID STOPPER 60 PSI MDS 5 $ 940.50 $ 4,702.50 13 3.54"-4.72" ID STOPPER 60 PSI MDS 5 $ 1,107.00 $ 5,535.00 14 4.72"-6.29" ID STOPPER 60 PSI MDS 5 $ 1,179.00 $ 5,895.00 15 6.29"-8.46" ID STOPPER 60 PSI MDS 5 $ 1,326.07 $ 6,630.35 16 MCS60-38 ESSETNIAL SPARE PARTS KIT 1 $ 9,324.00 $ 9,324.00 17 SAFETY FITTING (SILVER) FITS ALL 8 $ 127.80 $ 1,022.40 18 13-8"CARB STL WELDx2.5"60 PSI THD COMP PLUG &CAP 5 $ 302.40 $ 1,512.00 Freight 1 $ 975.00 TOTAL $ 169,037.77 a Quote 0rdvr it, ;��r7-r;a-otl Date '. GROE B N ER 10/30/24 11/29124 F BN To City of Corpus Christi Gas Remit To GROEBNER 4225 S PORT AVE 21801 INDUSTRIAL BLVD L Cust# CORPUS CHRISTI,TX 78415-5311 ROGERS,MN 55374-9575 6480 Phone:(800)638-8322 Ship To City of Corpus Christi Gas Instructions Taken By 4225 S PORT AVE AMR CORPUS CHRISTI,TX 78415-5311 Ship Point via Shipped Terms GROEBNER-TX Division REST 11',ll Net 3(1 Days S1sReptnlOut Freight Terms Descrplfcn 90/39 Freight Added to Invoice Ln Product Quantity Quantity Qty ! Unit Price Amount # And Description Ordered Backordered I UM Price UM Met Ordered By:Maria Morales I MCS060-0308-001 4 LA 24488.18 EA - 97952.72 MCS/KLEISS FLOW STOPPING TL 3"- 8"60max PSI 2 MCSTK060-0308-001 1 KT j 26937.00 KT 26937.00 MCS/KLEISS HOT TAPPING&COMPLETION KIT 3 13200140 2 EA ! 424.80 EA 849.60 CUTTER 1004 HM STEEL&C.I.2.2"W/56.5mm 3/8" 4 13100080 2 EA 449.10 EA 898.20 CUTTER 1003 FOR PE 2.2"W/56.5mm x 5 14300058 2 EA 340.20 EA 680.40 1/4"PILOT BIT W/NOTCH MCS60-38 KLEISS 6 AHA-1 1 EA 44.10 EA 44.10 AIR HOSE ADAPTER FEM KLEISS MALE STD 7 59003176 1 EA 1 4063.50 EA 4063.50 VENTURI VENT STACK w/30'ANTI-STATIC HOSE 8 99518849 1 EA 997.20 EA 997.20 30'ANTI-STATIC HOSE 9 95003171 1 EA 127.80 EA 127.80 30'ANTI-STATIC HOSE CARRY BAG 10 BPGT-1 1 EA 274.50 EA 274.50 BY-PASS GAUGE TREE 160 PSI 1"FEM CAMLK 11 22500011 1 EA 616.50 EA 61650 HANDPUMP TYPE 51 1 WHOSE 12 23100353 5 EA 940.50 EA 4702.50 , 2.75"-3.54"ID STOPPER 60 PSI MDS ; 13 23100354 5 EA j 1107.00 EA 5535.00 3.54"-4.72"ID STOPPER 60 PSI MDS 14 23100355 5 EA 1179.00 EA 5895.00 4.72"-6.29"ID STOPPER 60 PSI MDS 15 23100356 5 EA 1326.07 EA 6630.35 6.29"-8.46"ID STOPPER 60 PSI MDS 16 MCS-6038ESPK I KT 9324.00 KT 9324.00 MCS60-38 ESSENTIAL SPARE PARTS KIT 20 12100740 8 EA 127.80 EA 1022.40 SAFETY FITTING(SILVER)FITS ALL 21 11009050 5 EA 302.40 EA 1512.00 3-8"CARB STL WELDx2,5"60PSI THD COMP PLUG&CAP Print Time: '10130124 16:22* Customer Copy Page 1 of 2 Quote 11 PC .rli:t �i�cp tl G RO E B N ER 10/30/24 11/29124 Bill To City of Corpus Christi Gas GROEBNER 4225 S PORT AVE 21801 INDUSTRIAL BLVD Cust# CORPUS CHRISTI,TX 78415-5311 ROGERS,MN 55374-9575 6480 Phone:(800)638-8322 Strip To City of Corpus Christi Gas E Instruct' 4225 S PORT AVE AMR CORPUS CHRISTI,TX 78415-5311 f Ship Port q Shipped Tenns GROEBNER-TX Division BEST WAY \ct 30 hays Freight Towis Description 90139 Freight added to Invoice E i Ln €Product Quantity Quantity Qty .. Unit Price Amount # !And Descri tion Ordered Backordered UM Price UM MCI, Ordered By:Maria Morales PLUS FREIGHT I� *Pricing is valid for 30 days. *Availability is subject to change. *Some items may be Non-Cancellable/Non-Returnable. 18 Lines Total Total 168062.77 Quote Total 168062.77 Print Time: 10/30/24 16:22* Customer Copy Page 2 of 2 844-FLO-STOP I sales@mainlinecs.com I www.MainlineControl5ystems.cem Mainline - CoMol Systems Re: Sole Source Letter 10131/2024 To Whom It May Concern: This letter is to provide notification that GROEBNER &ASSOCIATES, INC. is your sole source provider for Mainline Controls Systems products in the state of Texas to include, but not limited to, Hot Tapping and Stopping Tools, Multi-Dimensional Safety Stoppers, Fittings and all related accessories. Mainline Control Systems is a United States based company formed to deliver the unique Kleiss/MCS tapping and stopping system, and patented sealing—Multi-Dimensional Safety Stopper to North America. The Kleiss/MCS systems offer many advantages compared to traditional systems in the natural gas industry. GROEBNER &ASSOCIATES, INC. maintains privileges for these products and all products must be purchased directly from the company. There are no other agents or dealers authorized to represent this product line. _ If you desire additional information, please don't hesitate to contact me at 612-328-5183. Sincerely, Pete Moravec Mainline Control Systems pmoravec@mainlinecs.com Maria Morales From: Maria Morales Sent: Thursday, October 31, 2024 3:02 PM To: Tracy Garza Subject: Action Item for Council- Purchase of Mainline Control Systems for CC Gas Dept. Attachments: ATTACHMENT A.docx; New Quote.pdf, MCS Groebner Source Letter.pdf Tracking: Recipient Delivery Tracy Garza Delivered:10/31/2024 3:02 PM Tracy, This will be a one-time purchase from Groebner & Associates in the amount of $168,062.77. This is a sole source procurement. Groebner & Associates, Inc. is the sole source provider for Mainline Control Systems. There are no other dealers authorized to represent this product line. This purchase is necessary to repair pipeline and isolate a section of a gas main in the absence of a pressure control fitting. Maria T. Morales City of Corpus Christi Gas Department Contracts Funds Administrator MariaMCcctexas.com Office: 361-885-6945 Fax: 361-853-3200 CC§M 1 / use O�,-1J��\i\1 r�1 ATTACHMENT A- SCOPE OF WORK O1RppiO��R k V Objective: CC Gas Department will authorize a one-time purchase of a mainline control system from Groebner & Associates, Inc., of Rogers, Minnesota, in the amount of $168,062.77. This purchase is necessary to repair pipeline and isolate a section of a gas main in the absence of a pressure control fitting. Description of the Mainline Control System: The Kleiss MCS60-38 System is designed to handle flow control on pipe sizes 3" to 8" on all pipe material- cast iron, polyethylene, steel and PVC pipes. To accommodate the various pipe materials and sizes the tapping tool and stopping tool are outfitted with the appropriate fitting, cutter, chute, and stopper. The Kleiss MCS60- 3'-8' System consists of four major components: 1 . Fitting to access the pipe 2. Tapping/completion tool 3. Inflatable stopper 4. Stopping tool �c , a li a Tapping Can [Part#MCSTKO60-0348-0011: - 1 Z 3 A 5 6 7 8 9 1M 10GOMM 11 12 13 0 a 19 ' 14 �5 16 17 18 PART tt DESCRIPTION I 1 lIl;lO,35 Cutter Wrench 0(0 11111al 1 1)ailling Rod(fr50 mm 1(13.1(O(!5 '( a)0(190(135 'I"cst Call AN.%cmbly 2-1 -"" I-. mm x '_0 nun square) 3) 14700015 Cutter(ircase(2S0 mi) I_') 9,1512506 11eva un:a] Kev 1.4 mm) 3) 13'_00140 Steel and CUSt IrUal Cutter I:) 1080ON40 1'1uw Spindle 120 amn square) (10041IN1 5f,.5 mm x 3 8") 14) 10310830 Sparc Seal Set 5) 94200020 Siliconc(ireasc(':ulister Pilot Drill 6) 10310816 Drilling Dome(_'-1 '") I[ } nun with retainer spring! 71 111310800 Tapping Device• Ilut Tap Twl I[i{ 1-13U("}Ub0 Pilot Drill -. ; (1.13-493111)) milt with retamel sprang) 8) 1 lOi101_'0 Ratchel(20 nnn si uarc) 17!1 10310780 Adapter(3 4" 3 8" ) 9) 1.11()OOfiO PE and PVC Cutter DO 10310780 :Adapter 13•4"11'1l'x ., 8" 1 (1003 56.5 mm x 3.8") 19) 11005310 I fook A,,%cmhly Wrench(58-62) 10) 10800348 Air Motor(small 20 nmi square) 99518863 C'a,c Well 17O(1) 99310015 1 Munn Iahtet'lur _ l a Stopping Can [Part#E MCS06"308--0011: 1 2 09 s 3 4 5 12 13 14 15 16 1) 1210(}(►2i I lc,�� titul,l,inz 1c+atr )11)' 12l(t00" lu 1a[iun l'ressurc(iatr�c %It S(Glr-3S 1-15it) 120 pm) 21 12110741 ti,rlctu liwul,cs 111 1_'ll}0023 I'rPclinr Ptcs. ure(r,R]Vc 31 12I1)(112ll I Lill 14nrc 11,111 V111%c('-I ''°1 ((i to GU hsii a) 99 ( mic::2 1_') 1100()I'm Wrench(32 rnnt) i) 9951 sf),y I ( huic l l 31 11000191) R'rrnclt(32 runt) 6) 12100750 Ciasl,ct Set(MC'S60-3X 1 la) I_1, 1}II_ii I look Assembly Wrench y Rutp Adapter I'M Swel and li)i-I Otl cnutl 7) 10311030 ' Slarnlcss Stce1 Saddle I icings 151 1211111"all Sal'clt Fittin„Isikcrl 1 2•'x 2-1 2"x 1-3 4"" lh) 9420o)10 Silic•unc(ircasc.lcru�.+l i a1:u1117cc1"5 1 99500001 Casc I Lxplurcr I 1031 11131 Rin-:W (i aptcr ,r IT Fittings 995001119 Foram him u,r KI 1'-1 '"� �-I'''•x 1-1 a" 103 l u+1i; i staml,rd"P") 9) 10311031 3"!lung,Adapter _ j Stopper Tool Components: r SYsIon Prpehoe•Prey ra-c'Gauge hiler,ral .Stopper lnlhttiax I'r'easll,'t"{latr{C �� .SuJi•tf-Fitlru�; ��. .Stapp,-,•f{ea! �� /I;•-pasr IiulIlion --—-——-—- Sale v Bunipe,- ———-—-—-� Sfr,pl,tus; faulty• Gear Box Lac! --------00- y -of-- (war flax Gear Bax CraukiqK Bandit- —-—-— � i 1 Full Port Ball I idve •��. � (fnat• l IDS.Stopper a _ , MDS Stoppers: P.\RT# DESCRIPTION 1) _';101)3;3 111)S Stoplaer Size 175" 3.5.3••(70 nEm NI)mm) /ff r _') _"1003i ♦ a ill}S 5t��placr Size 3 C 3 4.72'(y(1 ntm I'0 nun) r 3) _' 100355 %IDS Stopper Size 4.72" 0.29"(1_'0 min 160 mm) 4),23100356 %If)S Stopper Size 6-21)" 5.46-l 160 ntrn _15 mutt► too Fitting 1 Completion Plug!Completlon Cap: Jim 4 �, •� r PART # DESCRIPTION I! 90401010tu PoholIvIcmeFilling 90401040 (size.(accilic) St.Einlc+s Steel �;, �t J i}Ililll-3(II11 to ?! Sai&l1e E ittiug +)000�#U?ti (size specific) 31 11oi H1;0 Steel l�ittirtg (1 S..I _ } 711 Kleiss Mainline Control Stopping System Council Presentation December 10, 2024 Current Stopping System Y • Requires a Unique System . for each Job • Comprises the integrity of the pipe material Kleiss Maintain Control Stopping System • Meet the needs of the North American Natural Gas LDCs • Easy to use and effective at stopping off flow • Work with various pipe materials and a wide range of pipe diameters • Versatile system can be used on multiple jobs • Creates a seal even over uneven areas • A safe alternative to squeezing plastic pipe. `s-7 4 '� A A M16 � Questions • se 0 0 U NCORPO0.1¢ AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting December 10, 2024 DATE: December 10, 2024 TO: Peter Zanoni, City Manager FROM: Peter Collins, Chief Information Officer of Information Technology Pete rC(o)cctexas.com (361) 826-3735 Brandon Wade, Fire Chief brandonw(o)cctexas.com (361) 826-3900 Josh Chronley, Assistant Director of Finance & Procurement Josh C2(a�cctexas.com (361) 826-3169 Zetron Hardware Replacement for the New Fire Station #3 CAPTION: Motion authorizing the purchase and installation of communication equipment from Zetron, Inc., of Redmond, Washington, through the HGAC Cooperative, for $103,319.08 for equipment for the new Fire Station #3 facility with FY2025 funding from the General Fund. SUMMARY: This motion authorizes the purchase and installation of mission-critical communications hardware, licenses, and configuration services from Zetron, Inc. for the City's new Fire Station #3 facility located at 1525 Morgan Avenue, which is expected to be completed by April 2025. The Zetron equipment used in the existing fire station is unfeasible for the new fire station due to the facility's layout and configuration. Once ordered it will take approximately twelve (12) weeks for the equipment to be delivered. So this purchase is necessary to ensure that the fire station will be fully operational when construction is complete. BACKGROUND AND FINDINGS: The City currently operates the Zetron system, which serves as the standardized communications and dispatch system for the Corpus Christi Fire Department (CCFD). This purchase, totaling $103,319.08, includes installing and configuring hardware, licenses, and support necessary to implement the equipment at the new Fire Station #3. This price aligns with similar systems used in fire stations throughout the city. The CCFD utilizes the Zetron dispatching and alerting system at fire stations. When a 911 call is received, the system dispatches alerts to the appropriate fire units, including fire trucks and ambulances, providing them with details about the emergency, such as the location and nature of the incident. This instantaneous alerting allows firefighters to respond more quickly to emergencies within the city limits. The new Fire Station #3 is anticipated to be completed by April 2025. Since the equipment takes approximately twelve weeks to be delivered, it is essential to make this purchase now to ensure the fire station is fully operational when construction is complete. PROCUREMENT DETAIL: This procurement is being facilitated through the HGAC Cooperative. Contracts awarded through the HGAC Cooperative have been competitively procured in compliance with Texas Local and State procurement requirements. Information Technology, in conjunction with the Procurement Division of Finance, examined other cooperative contracts to find the most cost-effective option for the City. No other cooperative could be found that required the type of system that the department needed. ALTERNATIVES: Transfer and continue to use the current outdated equipment at the new Fire Station #3. However, this option would limit our ability to expand and meet future growth needs. FISCAL IMPACT: The fiscal impact to the General Fund in FY 2025 is $103,319.08. FUNDING DETAIL: Fund: 1020 General Fund Organization/Activity: 12010 Fire Stations Department: 10 Fire Department Project # (CIP Only): n/a Account: 550030 Improvements other than Bldg Amount: $103,319.08 RECOMMENDATION: Staff recommends approval of this agreement with Zetron, Inc., as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet City of Corpus Christi Price Sheet Sr. Buyer: Cynthia Perez Upgrade to Fire H GAC-RA05-2' Zetri Redm Item Description Qty Cost Per Unit 1 ALGO IP POE Speakers 57 $823.37 2 Fire Station Touch Control Console Bundle 13 $3,245.40 3 Services - Max Remote Con 1 $5,380.00 4 Hardware - Max FS Gateway 1 $2,957.40 5 MAX On-site Con. Services 1 $2,995.00 6 Shipping 1 $1,523.48 7 Control by Web Ethernet 1 $900.00 8 Single Unit Rack Mount Option 1 $173.70 9 Radio Gateway Power Supply 1 $143.10 10 Hardware - Max Radio Gateway 1 $99.00 11 DIN Rail Mounts 1 $13.50 12 Distribution Blocks 1 $11.70 Total Station Alerting 1 on, Inc. ond, WA Total $46,932.00 $42,190.20 $5,380.00 $2,957.40 $2,995.00 $1,523.48 $900.00 $173.70 $143.10 $99.00 $13.50 $11.70 $103,319.08 se 0 0 U NCORPO0.1¢ AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting December 10, 2024 DATE: December 10, 2024 TO: Peter Zanoni, City Manager FROM: Peter Collins, Chief Information Officer of Information Technology Pete rC(o)cctexas.com (361) 826-3735 Brandon Wade, Fire Chief brandonw(o)cctexas.com (361) 826-3900 Josh Chronley, Assistant Director of Finance & Procurement Josh C2(5-�cctexas.com (361) 826-3169 Reverse Alert Mass Notification System CAPTION: Motion authorizing execution of a five-year cooperative agreement with Everbridge, Inc., of Pasadena, California, through the federal General Services Administration, for $87,215.44 annually, with a potential up to $436,077.20, for software license renewals for the Reverse Alert mass notification system utilized in the Emergency Operations Center, with FY 2025 funding from the Local Emergency Planning Committee (LEPC) Fund. (6 votes required) SUMMARY: This motion authorizes a license agreement with Everbridge, Inc. to provide Reverse Alert mass notification for the Emergency Operations Center (EOC). BACKGROUND AND FINDINGS: The reverse alert notification system used by Local Emergency Planning Committees (LEPCs) is a tool designed to quickly send emergency notifications to Nueces County, San Patricio, Aransas, and Refugio Counties to inform the public by alerting them and providing updates during times of disaster or threats to public safety, beach notifications, industrial notifications, fire emergencies, and evacuations, and provide updates on the incidents. These public safety events include beach notifications, industrial notifications, fire emergencies, evacuations, or flooding. The system can send alerts through phone calls, text messages, or emails to keep people informed and safe. These notifications might include instructions on what to do, like evacuating an area, taking shelter, or avoiding certain locations. The reverse alert system is essential for helping communities stay informed during emergencies, ensuring that residents receive timely and clear information to protect themselves and follow safety measures. PROCUREMENT DETAIL: The procurement is through the GSA (General Service Administration). Contracts awarded through the GSA have been competitively procured in compliance with Texas Local and State procurement requirements. ALTERNATIVES: An alternative would be not to secure a license agreement with Everbridge, Inc. for the Reverse Alert Mass Notification System which would limit the ability for LEPC to send mass alerts to residents in the counties of Nueces, Aransas, San Patricio, and Refugio counties during public safety events. FISCAL IMPACT: The fiscal impact for the Fire Department in FY 2025 is $87,031.01 from the LEPC Fund for a license agreement with future years budgeted through the annual budgeting process. FUNDING DETAIL: Fund: 6060 LEPC Organization/Activity: 21901 Reverse Alert System Department: Project # (CIP Only): n/a Account: 530500 Printing Advertising & PR RECOMMENDATION: Staff recommends approval of this motion authorizing this license agreement with Everbridge as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet License Agreement City of Corpus Christi Price Sheet Sr. Buyer: Cynthia Perez Everbridge - Reverse Alert for GSA 357-0692P Item Description Quantity *Unit Price Total Price 1 Public Communications Advan 451 ,598 0.19 $ 85,930.88 2 Everbridge Additional Organiz 3 366.67 $ 1 ,100.13 Grand Total $ 87,031 .01 * The numbers are rounded. ,bus c.� CO H COOPERATIVE PURCHASE AGREEMENT NO. 6234 v Reverse Alert Software License Renewals "oeroRae� 1852 THIS Reverse Alert Software License Renewals Cooperative Purchase Agreement (''Agreement'') is entered into by and between the City of Corpus Christi, a Texas home- rule municipal corporation ("City") and Everbridge, Inc. ("Contractor''), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). 1. Cooperative Agreement. Contractor shall provide Reverse Alert Software License Renewals in accordance with its agreement GSA Contract No. 47QTCA24D0083 (the "Cooperative Agreement"), which is incorporated by reference herein as if set out here in its entirety. In the event of a conflict between this Agreement and the Cooperative Agreement, this Agreement shall govern to the extent allowed by the Cooperative Agreement. 2. Scope. Contractor shall provide Reverse Alert Software License Renewals in accordance with Attachment A, the content of which is attached and incorporated by reference into this Agreement as if fully set out here in its entirety. Attachment A includes the quotation and the GSA Approved End User License Agreement - SaaS (total of 10 pages). 3. Term. The initial term of this Agreement is five years, beginning December 28, 2024, and continuing through December 27, 2029, unless earlier terminated in accordance with this Agreement. 4. Compensation and Payment. This Agreement is for an amount up to $436,077.20, subject to execution of one or more written amendments executed by the parties. All pricing must be in accordance with Attachment A, and payment of the license renewal fees must be remitted annually. Invoices must be mailed by USPS and emailed to the following addresses: ITlnvoiceCcctexas.com City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 5. Budgetary 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 Cooperative Purchase Agreement- Everbridge (Reverse Alert Software) Page 1 of 3 determination is within the City Council's sole discretion when adopting each budget. 6. 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 Information Technology Dept. Attn: Holly Houghton, Deputy Director 1201 Leopard St., Corpus Christi, TX 78401 Phone: (361 ) 826-3753 Fax: N/A IF TO CONTRACTOR: Everbridge, Inc. Attn: Barbara Stoker 155 North Lake Avenue, Suite 900 Pasadena, CA 91 101 Phone: (818) 230-9700 Fax: (818) 230-9505 7. Entire Agreement. This Agreement, along with the Cooperative Agreement, constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. (Signature Page Follows) Cooperative Purchase Agreement- Everbridge (Reverse Alert Software) Page 2 of 3 CONTRACTOR Sl�iYGe� �evGin— bow Yever6ridge Signature: Shirley Devlin- ebow(Nov25,202411:59PST) Legal Approved By Suzanne Goldberg Printed Name: Shirley Devlin-Lebow Title: Chief Accounting Officer Date: Nov 25, 2024 CITY OF CORPUS CHRISTI Josh Chronley Date Assistant Director of Finance - Procurement Approved as to form: Assistant City Attorney Date Attached and Incorporated by Reference: Attachment A: Quote and GSA Approved EULA Incorporated by Reference Only: Cooperative Agreement: GSA Contract No. 4QTCA24DO083 Cooperative Purchase Agreement- Everbridge (Reverse Alert Software) Page 3 of 3 Attachment A everbridge 155•, rth Lake Avenue,Suite 900 P(we;•1-818-230.9700 everbridge.Com Pasadena,CA 91101 USA Fax:.1-818-230-9505 V44 Prepared for: Quotation Jace Johnson Quote#: Q-196549 Corpus Christi Fire Dept. Date: 11/22/2024 2406 Leopard St. Expires On: 12/13/2024 Corpus Christi TX 78408 United States Salesperson: Barbara Stoker Ph: 361-826-1108 Phone: (385)459-4480 Fax: Email: barbara.stoker@everbridge.com Email:jacej@cctexas.com Contract Summary Information: Contract Period: 60 Months Contract Start Date: 12/28/2024 Contract End Date: 12/27/2029 Year Qty Product Code Description GSA Classification Price 451,598 100-46-46-0003-000 Public Communications Advanced-US-14 GSA Product USD 85,930.88 3 101-01-11-1001-000 Everbridge Additional Organization GSA Product USD 1,100.13 Year 1 TOTAL: j USD 87,031.01 Year Qty Product Code Description GSA Classification Price 451,598 100-46-46-0003-000 Public Communications Advanced-US-14 GSA Product USD 85,930.88 3 101-01-11-1001-000 Everbridge Additional Organization GSA Product USD 1,100.13 Year 2 TOTAL: USD 87,031.01 Year 3 Qty Product Code Description GSA Classification Price 451,598 100-46-46-0003-000 Public Communications Advanced-US-14 GSA Product USD 85,930.88 3 101-01-11-1001-000 Everbridge Additional Organization GSA Product USD 1,100.13 Year 3 TOTAL: USD 87,031.01 Page 1 of 3 Year 4 Qty Product Code Description GSA Classification Price 451,598 1004646-0003-000 Public Communications Advanced-US-14 GSA Product USD 85,930.88 3 101-01-11-1001-000 Everbridge Additional Organization GSA Product USD 1,100.13 Year 4 TOTAL: USD 87,031.01 Year Qty Product Code Description GSA Classification Price 451,598 1004646-0003-000 Public Communications Advanced-US-14 GSA Product USD 85,930.88 3 101-01-11-1001-000 Everbridge Additional Organization GSA Product USD 1,100.13 Year 5 TOTAL: USD 87,031.01 Pricing Summary: Year One Fees: USD 87,031.01 One-time Implementation and Setup Fees: USD 0.00 Professional Services: USD 0.00 Total Year One Fees Due: USD 87,031.01 Ongoing Fees: Year Two Fees: USD 87,031.01 Year Three Fees: USD 87,031.01 Year Four Fees: USD 87,031.01 Year Five Fees: USD 87,031.01 Page 2 of 3 Quote Terms: 1, Quote subject to terms&conditions of GSA Contract No.47QTCA24DO083 and the GSA Approved End User License Agreement("EULA"),the latter of which is attached hereto and incorporated by reference. 2. Subject to sales taxes where applicable. The supplemental notes below,if any,supplied in this Quote are for informational purposes and not intended to be legally binding or override GSA Contract 3. No.47QTCA24D0083,or the EULA. Supplemental Notes: The new price includes additional 3 organizations at an annual cost of$366.71 each totaling$1,100.13 annually.The quote also includes the additional contacts for the population of each county added to the current contract-San Patricio(68,900),Aransas (24,944), and Refugio(2,754)Counties for total of 451,598 contacts with the upgraded Public Communications Advanced bundle. Please note,the payments for each year will be made annually at the time of renewal. Please, Sign, Date and Return: Signature: Date: Name(Print): Title: Please, Sign, Date and Return: Signature: Date: Name(Print): Title: Everbridge,Inc. 155 North Lake Avenue,Suite 900 Pasadena CA 91101 `reverbridge (818)230-9700 Legal Approved THANK YOU FOR YOUR BUSINESS! By Suzanne Goldberg Page 3 of 3 �everbridge- Everbridge,Inc. GSA Approved End User License Agreement-SaaS This End User License Agreement ("Agreement")is entered into by and between Everbridge, Inc. ("Everbridge")and an Ordering Activity, an entity entitled to order under GSA Schedule contracts as defined in GSA Order ADM 4800.2H, as may be revised from time to time ("Client"), effective on the date of signature by an authorized signatory on the Quote or other ordering document ("Effective Date"). Everbridge and Client are each hereinafter sometimes referred to as a"Party"and collectively,the"Parties." 1. SERVICES. 1.1 Orders. Everbridge shall provide Client access to its proprietary interactive communication solutions (the "Solutions") subject to the terms and conditions set forth in this Agreement and the description of services and pricing provided in the applicable quote or other ordering document (e.g., statement of work) (the "Quote") and the applicable Solution documentation (the "Documentation"). If applicable, Everbridge shall provide the training and professional services("Professional Services")set forth in the Quote.Collectively,the Solutions and Professional Services are referred to as the"Services". Everbridge shall provide Client with login and password information for each User(as defined below) and will configure the Solutions based on the maximum number of Contacts (as defined below) or Users, as applicable depending on the Solutions ordered. Client shall undergo the initial setup and training as set forth in the onboarding Documentation within sixty (60) days of the Effective Date. Unless otherwise provided in the applicable Quote or Documentation, Services are purchased as annual subscriptions. 1.2 Users; Contacts. "Users" are individuals who are authorized by Client from time to time to use the Solutions for the purposes of sending notifications, configuring templates, reporting or managing data, serving as system administrators, or performing similar functions, and who have been supplied user identifications and passwords by Client. Users may include employees and contractors of Client or an Included Department. "Included Department" means any enterprise department, office, agency, or other entity that receives a majority of its funding from the same general or enterprise fund, as applicable, as the Client. "Contacts" are individuals who Client contacts through the Solutions and/or who provides their personal contact information to Everbridge, including through an opt-in portal. If applicable to the particular Solution, the number of Users and/or Contacts that may be authorized by Client is set forth on the Quote. 2. PAYMENT TERMS. Everbridge shall invoice Client annually in advance for all Solutions and Professional Services, and Client shall pay the fees set forth in the Quote within thirty(30)days from date of invoice. All pricing must be consistent with the Schedule Price List. If Client exceeds any role-based numbers, messaging credits or other usage levels consistent with the Schedule Price list. All Professional Services must be used within 12 months from date of purchase. 3. RESPONSIBILITIES. 3.1 Client Data. Client shall retain all ownership rights in all Contact data and all electronic data Client transmits to Everbridge to or through the Solutions ("Client Data"). Client represents that it has the right to authorize and hereby does authorize Everbridge to collect,store and process Client Data subject to the terms of this Agreement. Client shall maintain a copy of all Contact data it provides to Everbridge. 3.2 Use of Solutions. Client is responsible for all activity occurring under Client's account(s) and shall comply with all applicable Privacy Laws(as defined below)and all other applicable laws and regulations in connection with Client's use of the Services, including its provision of Client Data to Everbridge. Client shall be responsible for ensuring that there is a lawful basis for sending communications through the Solutions to Contacts including,where applicable,obtaining the required consent of Contacts.Client shall use the Service in accordance with Everbridge's then applicable Acceptable Use Policy posted on www.everbridge.com. Client shall promptly notify Everbridge of any unauthorized use of any password or account of which Client becomes aware. Client acknowledges that the Solutions are a passive conduit for the transmission of Client Data, and Everbridge has no obligation to screen, preview or monitor content, and shall have no liability for any errors or omissions or for any defamatory,libelous,offensive or otherwise unlawful content in any Client Data, or for any losses, damages, claims, or other actions arising out of or in connection with any data sent, accessed,posted or otherwise transmitted via the Solutions by Client, Users or Contacts,except to the extent such losses are caused directly by the acts or omissions of Everbridge personnel. 3.3 Data Privacy. Everbridge shall abide by all applicable Privacy Laws in connection with the operation of the Solutions. "Privacy Laws"means all U.S.federal and state laws and regulations regarding consumer and data protection and privacy. 3.4 Data Security. Everbridge's IT security and compliance program includes the following standards generally adopted by industry leading SaaS providers: (i) reasonable and appropriate technical, organizational, and security measures against the destruction, loss, unavailability, unauthorized access or alteration of Client Data in the possession or under the control of Everbridge, including measures to ensure the availability of information following interruption to, or failure of, critical business processes; and (ii) an annual assessment of its security controls performed by an accredited third party audit firm in accordance with the Statement on Standards for Attestation Engagements No. 18 (SSAE 18). Upon request, Everbridge shall provide Client with a copy of its current SSAE 18 SOC 2 report.Everbridge's security framework is based on the security requirements and controls within US National Institute of Standards and Technology (NIST) Special Publication 800-53 — Security and Privacy Controls for Information Systems and Organizations. The NIST 800-53 security requirement standard has direct mapping to other security and data privacy frameworks, including global information security standard ISO 27001, HIPAA-HITECH, and HITRUST. The data security procedures that Everbridge follows when providing the Solutions are included at the following URL: https://docs.everbridge.com/cdn/legal/Data- Security-Exhi bit.pdf. GSA EULA February 2024 4. TERM. The term of this Agreement shall begin on the Effective Date and shall expire when all underlying Quotes with Client or its Affiliates have expired in accordance with the terms of such Quotes,unless terminated earlier as provided herein. 5. SUSPENSION. 5.1 Suspension.Everbridge may temporarily suspend Client's access to the Solutions or any portion thereof for(i)emergency network repairs, threats to, or actual breach of network security; or(ii)any legal, regulatory, or governmental prohibition affecting the Solution. Everbridge shall use its best efforts to notify Client through its Client Portal and/or via email prior to such suspension and shall reactivate any affected portion of the Solution as soon as possible. 6. PROPRIETARY RIGHTS. 6.1 Grant of License. Subject to the terms and conditions of this Agreement, Everbridge hereby grants to Client, during the term of this Agreement, a limited, non-exclusive, non-transferable, non-sublicensable right to use the Solutions. 6.2 Restrictions. Client shall use the Solution solely for its internal business purposes. In particular, Client's use of the Solutions shall not include service bureau use, outsourcing, renting, reselling, sublicensing, or time-sharing. Client shall not (i) sell, transfer, assign, distribute or otherwise commercially exploit or make the Solution available to any third party except as expressly set forth herein; (ii)modify or make derivative works based upon the Solution; (iii) reverse engineer the Solution; (iv) remove, obscure or alter any proprietary notices or labels on the Solution or any materials made available by Everbridge;(v)use,post,transmit or introduce any device, software or routine (including viruses, worms or other harmful code) which interferes or attempts to interfere with the operation of the Solution; or(vi)defeat or attempt to defeat any security mechanism of any Solution. 6.3 Reservation of Rights.The Solutions(including all associated computer software(whether in source code, object code, or other form),databases,indexing,search,and retrieval methods and routines,HTML,active server pages,intranet pages,and similar materials) and all intellectual property and other rights, title, and interest therein (collectively, "IP Rights"), whether conceived by Everbridge alone or in conjunction with others, constitute Confidential Information and the valuable intellectual property, proprietary material,and trade secrets of Everbridge and its licensors and are protected by applicable intellectual property laws of the United States and other countries. Everbridge owns(i)all voluntary feedback regarding the design or operation of the Services(except for the Client Data) provided to Everbridge by Users, Client and Contacts in conjunction with the Services, and (ii)all aggregated and anonymized transactional, performance, derivative data and metadata generated in connection with the Solutions, which are generally used to improve the functionality and performance of the Services. Except for the rights expressly granted to Client in this Agreement,all rights in and to the Solutions and all of the foregoing elements thereof(including the rights to any work product resulting from Professional Services and to any modification, enhancement, configuration or derivative work of the Solutions)are and shall remain solely owned by Everbridge and its respective licensors. Everbridge may use and provide Solutions and Professional Services to others that are similar to those provided to Client hereunder,and Everbridge may use in engagements with others any knowledge, skills, experience, ideas,concepts,know-how and techniques used or gained in the provision of the Solutions or Professional Services to Client,provided that, in each case, no Client Data or Client Confidential Information is disclosed thereby. 7. CONFIDENTIAL INFORMATION. 7.1 Definition."Confidential Information"means all information of a Party("Disclosing Party")disclosed to the other Party ("Receiving Party"), whether orally, electronically, in writing, or by inspection of tangible objects (including, without limitation, documents or prototypes),that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.Confidential Information includes without limitation,all Client Data,the Solutions, and either Parry's business and marketing plans, technology and technical information, product designs, reports and business processes.Confidential Information shall not include any information that:(i)is or becomes generally known to the public without breach of any obligation owed to Disclosing Party; (ii)was known to Receiving Party prior to its disclosure by Disclosing Party without breach of any obligation owed to Disclosing Party; (iii)was independently developed by Receiving Party without breach of any obligation owed to Disclosing Party; or(iv)is received from a third party without breach of any obligation owed to Disclosing Party. 7.2 Protection. Receiving Party shall not disclose or use any Confidential Information of Disclosing Party for any purpose other than performance or enforcement of this Agreement without Disclosing Party's prior written consent. If Receiving Party is compelled by law to disclose Confidential Information of Disclosing Party, including under the Freedom of Information Act or other public information request(i.e., "state sunshine" laws) it shall provide Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's cost, if Disclosing Party wishes to contest the disclosure. Receiving Party shall protect the confidentiality of Disclosing Parry's Confidential Information in the same manner that it protects the confidentiality of its own confidential information of like kind (but in no event using less than reasonable care). Receiving Party shall promptly notify Disclosing Party if it becomes aware of any breach of confidentiality of Disclosing Party's Confidential Information. 7.3 Upon Termination. Upon any termination of this Agreement, the Receiving Party shall continue to maintain the confidentiality of the Disclosing Party's Confidential Information and, upon request and to the extent practicable, destroy all materials containing such Confidential Information. Notwithstanding the foregoing,either Party may retain a copy of any Confidential Information if required by applicable law or regulation, in accordance with internal compliance policy, or pursuant to automatic computer archiving and back-up procedures,subject at all times to the continuing applicability of the provisions of this Agreement. 2 8. WARRANTIES; DISCLAIMER. 8.1 Everbridge Warranty.During the duration of the Term, Everbridge shall provide the Solutions in material compliance with the functionality and specifications set forth on the applicable Solution Documentation during the period the Services are purchased. Everbridge shall provide 24X7X365 Client support in accordance with its most recently published Support Services Guide.Professional Services shall be performed in a professional manner consistent with industry standards. 8.2 Disclaimer.THE FOREGOING REPRESENT THE ONLY WARRANTIES MADE BY EVERBRIDGE HEREUNDER,AND EVERBRIDGE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. EVERBRIDGE DOES NOT WARRANT THAT THE SOLUTION WILL OPERATE ERROR FREE OR WITHOUT INTERRUPTION. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL EVERBRIDGE HAVE ANY LIABILITY FOR PERSONAL INJURY(INCLUDING DEATH) OR PROPERTY DAMAGE ARISING FROM FAILURE OF THE SOLUTION TO DELIVER AN ELECTRONIC COMMUNICATION, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF EVERBRIDGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 8.3 SMS Transmission.CLIENT ACKNOWLEDGES THAT THE USE OF SHORT MESSAGING SERVICES("SMS"),ALSO KNOWN AS TEXT MESSAGING, AS A MEANS OF SENDING MESSAGES INVOLVES A REASONABLY LIKELY POSSIBILITY FROM TIME TO TIME OF DELAYED, UNDELIVERED, OR INCOMPLETE MESSAGES AND THAT THE PROCESS OF TRANSMITTING SMS MESSAGES CAN BE UNRELIABLE AND INCLUDE MULTIPLE THIRD PARTIES THAT PARTICIPATE IN THE TRANSMISSION PROCESS,INCLUDING MOBILE NETWORK OPERATORS AND INTERMEDIARY TRANSMISSION COMPANIES. ACCORDINGLY, EVERBRIDGE RECOMMENDS THAT SMS MESSAGING NOT BE USED AS THE SOLE MEANS OF COMMUNICATION IN AN EMERGENCY SITUATION. 9. INDEMNIFICATION. 9.1 By Everbridge. Everbridge shall defend, indemnify and hold Client harmless from and against any Claim against Client arising out of(i) any breach by Everbridge of applicable Privacy Laws; (ii) any breach by Everbridge of its data security obligations under Section 3.4; or(iii)an allegation that the Solution as contemplated hereunder infringes an issued patent or other IP Right in a country in which the Solution is provided to Client. If(x) any aspect of the Solution is found or, in Everbridge's reasonable opinion is likely to be found, to infringe upon the IP Right of a third party or(y)the continued use of the Solution is enjoined, then Everbridge will promptly and at its own cost and expense at its option: (i) obtain for Client the right to continue using the Solution; (ii) modify such aspect of the Solution so that it is non-infringing; or(iii) replace such aspect of the Solution with a non-infringing functional equivalent. If, after all commercially reasonable efforts, Everbridge determines in good faith that options (i)-(iii)are not feasible, Everbridge will remove the infringing items from the Solution and refund to Client on a pro-rata basis any prepaid unused fees paid for such infringing element.The remedies set forth in this Section 9.2 are Client's exclusive remedy for Claims for infringement of an IP Right. Everbridge shall have no obligation or liability for any claim pursuant to this Section to the extent arising from: (i)the combinations, operation, or use of the Solution supplied under this Agreement with any product, device, or software not supplied by Everbridge to the extent the combination creates the infringement; (ii) the unauthorized alteration or modification by Client of the Solution; or (iii) Everbridge's compliance with Client's designs, specifications, requests, or instructions pursuant to an engagement for Everbridge Professional Services relating to the Solution to the extent the claim of infringement is based on the foregoing. 9.2 Indemnification Process.The indemnifying party's obligations under this Section 9 are contingent upon the indemnified party(a) promptly giving notice of the Claim to the indemnifying party once the Claim is known; (b)giving the indemnifying party sole control of the defense and settlement of the Claim (provided that the indemnifying party may not settle such Claim unless such settlement unconditionally releases the indemnified party of all liability and does not adversely affect the indemnified party's business or service);and (c)providing the indemnifying parry all available information and reasonable assistance. 10. LIABILITY LIMITS. To the maximum extent permitted by law, neither Parry shall have any liability to the other Party for any indirect,special,incidental,punitive,or consequential damages,however caused,under any theory of liability,and whether or not the Party has been advised of the possibility of such damage. Except for its indemnification obligations under Section 9, notwithstanding anything in this Agreement to the contrary, in no event shall Everbridge's aggregate liability, regardless of whether any action or claim is based on warranty, contract, tort or otherwise, exceed amounts paid or due by Client to Everbridge hereunder during the 12-month period prior to the event giving rise to such liability. Client understands and agrees that these liability limits reflect the allocation of risk between the Parties and are essential elements of the basis of the bargain, the absence of which would require substantially different economic terms.This clause shall not impair the U.S.Government's right to recover for fraud or crimes arising out of or related to this Agreement under any federal fraud statute. Furthermore, this clause shall not impair nor prejudice the U.S. Government's right to express remedies provided in the schedule contract(i.e. Price Reductions, Patent Indemnification, Liability for Injury or Damage, Price Adjustment, Failure to Provide Accurate Information). 11. INSURANCE. Everbridge will maintain during the term of this Agreement the following coverages: (i)General Liability insurance, with liability limits of at least$5,000,000; (ii) Network Technology/Cyber Liability coverage with limits of at least$5,000,000; and (iii) workers' compensation insurance as required by the state or local law in which the work is performed. Upon request by Client, Everbridge shall provide Client a certificate of insurance evidencing such coverages. 12. MISCELLANEOUS. 12.1 Non-Solicitation.As additional protection for Everbridge's proprietary information,for so long as this Agreement remains in effect,and for one year thereafter, Client agrees that it shall not, directly or indirectly,solicit, hire or attempt to solicit any employees of Everbridge; provided,that a general solicitation to the public for employment is not prohibited under this section. 3 12.2 Force Majeure; Limitations.See GSA Schedule 70 contract and individual ordering document. 12.3 Waiver; Severability. The failure of either Party hereto to enforce at any time any of the provisions or terms of this Agreement shall in no way be considered to be a waiver of such provisions. If any provision of this Agreement is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall,to the extent required, be deemed deleted or revised, and the remaining provisions shall continue in full force and effect to the maximum extent possible so as to give effect to the intent of the Parties. 12.4 Assignment. Neither this Agreement nor any rights granted hereunder may be sold, leased, assigned (including an assignment by operation of law), or otherwise transferred, in whole or in part, by Client, and any such attempted assignment shall be void and of no effect without the advance written consent of Everbridge,which shall not be unreasonably withheld. 12.5 Governing Law. This Agreement shall be governed and construed in accordance with the federal laws of the United States of America. 12.6 Notices. Legal notices (e.g., claimed breach or termination) to be provided under this Agreement shall be delivered in writing(a)in person, (b)by nationally recognized overnight delivery service,or(c)by U.S. certified or first class mail to the other party as set forth on the signature page hereto.All legal notices shall be deemed to have been given upon receipt or, if under(c),three(3) business days after being deposited in the mail. Either party may change its address by giving notice of the new address to the other party pursuant to this Section and identifying the effective date of such change. Everbridge may provide all other notices to Client's billing contact on the Client Registration Form or, with respect to availability, upgrades or maintenance of the Solutions, to the Everbridge Support Center. 12.7 No Third-Party Beneficiaries.There are no third-party beneficiaries to this Agreement. 12.8 Survival.Sections 2,3.1,6,7,9, 10 11, 12 and the applicable provisions of Exhibit A shall survive the expiration or earlier termination of this Agreement. 12.9 Equal Employment Opportunity. Everbridge, Inc. is a government contractor and is subject to the requirements of Executive Order 11246, the Rehabilitation Assistance Act and VEVRAA. Pursuant to these requirements, the Equal Opportunity Clauses found at 41 Code of Federal Regulations sections 60-1.4(a) (1-7), sections 60-250.4(a-m), sections 60-300.5 (1-11) and sections 60-741.5 (a) (1-6) are incorporated herein by reference as though set forth at length, and made an express part of this Agreement. 12.10 Export Compliant. Neither Party shall export,directly or indirectly,any technical data acquired from the other pursuant to this Agreement or any product utilizing any such data to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining such license or approval. Client shall not permit Users to send notifications to a Contact in a U.S. embargoed country or in violation of any U.S. export law or regulation. 12.11 U.S.Government End-Users.The Solutions and related documentation are"commercial items"as defined at 48 C.F.R. 2.101, consisting of"commercial computer software" and "commercial computer software documentation"as such terms are used in 48 C.F.R.12.212.Consistent with 48 C.F.R. 12.212 and 48 C.F.R.227.7202-1 through 227.7202-4, U.S.government Clients and end- users acquire licenses to the Solutions and related documentation with only those rights set forth herein. 12.12 General. Any right, obligation or condition that, by its express terms or nature and context is intended to survive the termination or expiration of this Agreement, shall survive any such termination or expiration hereof. This Agreement, and any other document referencing and governed by this Agreement may be executed in one or more counterparts, each of which shall be deemed an original,but which together shall constitute the same agreement.Each Party agrees to be bound by its digital or electronic signature, whether transmitted by fax machine, in the form of an electronically scanned image(e.g., in.pdf form), by email, or by other means of e-signature technology,and each Party agrees that it shall accept the signature of the other Party transmitted in such a manner. 4 EXHIBIT A Additional Business Terms The following additional business terms are incorporated by reference into the Agreement as applicable based on the particular products and services described on the Quote. If Client Is Ordering Nixle®Products or Community Engagement: 1. Client grants to Everbridge a non-exclusive, royalty free,worldwide and perpetual right and license(including sublicense) to(a)use,copy,display,disseminate,publish,translate,reformat and create derivative works from communications Client sends through the Solutions for public facing communications to citizens,other public groups and public facing websites, including social media(e.g., Google®, FacebooO)(collectively,"Public Communications"), (b)use and display Client's trademarks, service marks and logos, solely as part of the Public Communications to Contacts who have opted in to receive those Communications, and on other websites where Everbridge displays your Public Communications, as applicable, and (c) place a widget on Client's website in order to drive Contact opt-in registrations. Client further acknowledges and agrees that all personal information from individuals registering through such widget is owned expressly by Everbridge and such information will be governed by the applicable Privacy Policy. If Client Is Ordering Everbridge Suite Products: 1. Messaging Credits. The Solutions include units of usage ("Messaging Credits") for communications sent by Client through the Solutions to multiple Contacts via one or more communication paths("Notifications"). No Messaging Credits shall be required to send Notifications by push notification (Everbridge mobile application), by email or by pager. If Client's use of the Solutions exceeds the amount of Messaging Credits allocated to the account or previously purchased, Client shall pay for such overages and charges back to the date they were incurred.Unused Messaging Credits expire at the end of the annual billing period under the applicable Quote and are not refundable.Additional Messaging Credits may be purchased separately. 2. Usage.Messaging Credits shall be applied per Notification sent by Client through the Solutions. A single Notification is defined as follows: ■ SMS Text messages: i. For messages that contain only GSM characters, each 153 characters or portion thereof. ii. For messages that contain any non-GSM characters,each 67 characters or portion thereof. iii. GSM characters include only characters in the GSM 7-bit default alphabet. iv. Character limits for SMS Text messages are determined by telecommunication providers. Everbridge reserves the right to change the length of a single SMS Text message if telecommunication providers update these amounts. ■ Voice messages or Conference Voice: One minute or portion of a minute of the voice message, calculated on a cumulative basis per month, per destination country. ■ TTY: One minute per TTY message. ■ Fax: Per page transmitted. 3. Role-based Limits. If Client exceeds any role-based limits (such as the number of Contacts, Resolvers or authorized users of a Solution) set forth on the applicable Quote, Client shall pay for such additional role-based numbers as of the date that the overage began.Payment shall be at the role-based number rate in the Quote and shall be paid for the duration of the term of such Quote. 4. Other Usage Limits. If the applicable Quote sets forth any geographic, departmental, entity-based or other limitation on usage of the Solutions,then Client's use of the Solutions is expressly limited to Contacts who are based in such geographic area, department or entity or who otherwise meet the usage limitation criteria specified in the Quote. Client's use of the Solutions with any Contacts who are not included within such limitations shall constitute a material default under this Agreement and shall subject such Client to additional charges for such unauthorized usage. 5. Data Feeds.Client shall not use any automated device,computer program,software,tool,algorithm,bot or similar process to mine or systematically scrape or extract data from any of the products, except as authorized in writing by Everbridge. Notwithstanding anything to the contrary in this Agreement, to the extent that Client has purchased or accesses Data Feeds, the content such feeds are provided solely on an "AS IS" and "AS AVAILABLE" basis and Everbridge disclaims any and all liability of any kind or nature resulting from (a)any inaccuracies or failures with respect to such Data Feeds or (b)any actions taken by Client as a result of its use of the Solutions or its content.All Data Feeds are provided solely as a convenience and do not constitute an endorsement by Everbridge.The sole and exclusive remedy for any failure, defect, or inability to access the content of such Data Feed shall be to terminate the Data Feed with no further payments due. "Data Feed" means data content or websites licensed or provided by third parties to Everbridge and supplied to Client in connection with the Solution (e.g., real time weather system information and warnings, 911 data, third party maps, and situational intelligence) or publicly-available information that Client accesses on the Internet while using the Services. Clients purchasing Visual Command Center or Signal products further agree that they will comply with the Data Feed Terms and Conditions found at https:/Avww.everbridge.com/wp-content/uploads/Data-Feed-Terms-and-Conditions-Oct- 2019.pdf. 5 6. Resident Connection Data. If a Client is purchasing Resident Connection Data, Everbridge provides to Client a limited, non-exclusive, non-transferable, non-sublicensable, right to use mobile, landline and VoIP telephone records ("Resident Connection Data") in connection with emergency notifications sent through the Everbridge Solutions. Resident Connection Data is Confidential Information of Everbridge and is subject to the confidentiality obligations in Section 7 and the license restrictions in Section 6.2 of this Agreement. Unless provided herein, Resident Connection Data is owned expressly by Everbridge and rights to use such data terminates upon the termination or expiration of this Agreement. Non-Emergency Messaging 1. If Client is using the solution to send non-emergency calls,text messages or emails to consumers, Client expressly agrees to comply with the Telephone Consumer Protection Act of 1991,including its implementing regulations,and any other similar laws and regulation(collectively,"Consumer Protection Law").Client shall not violate these or others applicable laws and warrants that it shall receive express consent from Contacts if its messages fall within these Consumer Protection Laws. 6 EXHIBIT B IPAWS-CMAS/WEA Addendum This addendum is incorporated by reference into the Agreement as applicable based on the particular products and services described on the Quote. 1 IPAWS Authorization. Client represents and warrants to Everbridge that any employee, agents, or representatives of Client who access IPAWS-OPEN using Client's credentials provided by FEMA(each,an"IPAWS User"), are authorized by FEMA to use IPAWS-OPEN, have completed all required training, and Client has executed an (PAWS Memorandum of Agreement("MOK)with FEMA.Client shall contact Everbridge immediately upon any change in Client or any(PAWS User's right to access IPAWS-OPEN.Client shall only access IPAWS-OPEN using its designated credentials and FEMA issued digital certificate ("Digital Certificate"). Client acknowledges and agrees that Everbridge shall not have access to its credentials and that Client assumes full responsibility for maintaining the confidentiality of any credentials issued to it. Client shall be solely responsible for any and all claims, damages, expenses (including attorneys' fees and costs)that arise from any unauthorized use or access to IPAWS-OPEN. 2. Credentials. Client shall load and maintain within its Everbridge account Organization, its Digital Certificate, COG ID, and Common Name.Client authorizes and requests Everbridge to use the foregoing stored information to connect Client to IPAWS-OPEN. 3. Messaging. Client acknowledges and agrees that: (i) upon submission of messages to IPAWS-OPEN, Everbridge shall have no further liability for the distribution of such message, and that the distribution through IPAWS-OPEN, including, but not limited to, delivery through the Emergency Alert System or the Commercial Mobile Alert System, is in no way guaranteed or controlled by Everbridge; (ii) Everbridge shall not be liable as a result of any failure to receive messages distributed through IPAWS-OPEN; (iii) (PAWS may include additional features not supported through the Everbridge system, and Everbridge shall not be required to provide such additional features to Client; and (iv)Client shall be solely responsible and liable for the content of any and all messages sent through IPAWS-OPEN utilizing its access codes. 4. Term. Client acknowledges and agrees that access to IPAWS-OPEN shall be available once Client has provided Everbridge with the Digital Certificate and any other reasonably requested information to verify access to the system. Upon termination of the Agreement access to IPAWS-OPEN shall immediately terminate. In addition, Everbridge may immediately terminate, without liability, access to IPAWS-OPEN, if Client breaches this Addendum,the MOA, or FEMA changes the IPAWS-OPEN system so that it materially change the business terms and/or feasibility for Everbridge to provide such access. 7 SC 0 C7 MCOBPOHP,0 AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting December 10, 2024 DATE: December 10, 2024 TO: Peter Zanoni, City Manager FROM: Peter Collins, Chief Information Officer of Information Technology Pete rC(a)cctexas.com (361) 826-3735 Josh Chronley, Assistant Director of Finance & Procurement Josh C2(a)cctexas.com (361) 826-3169 Meraki MDM License Renewal CAPTION: Motion authorizing execution of a three-year cooperative agreement with Great South Texas Corp dba Computer Solutions, of San Antonio, through the TIPS Cooperative in the amount of $84,494.70 for license renewals of the Meraki Mobile Device Management software for managing security policies, providing application deployment, device wiping and control for Apple iOS and Android devices, with continuing three-year renewals subject to future budget appropriations, with FY2025 funding from the Information Technology Fund. SUMMARY: This motion authorizes continuing three-year software license renewal for Apple IOS and Android device management for the City. BACKGROUND AND FINDINGS: Meraki Systems Manager for managing security policies, providing application deployment, device wiping and control to Apple IOS and Android devices. This system is important to protect city data on mobile devices. The current term is ending, and Information Technology is requesting renewal to allow continued use and support for this system. The original cost per license was $80.28, and that cost has not changed. PROCUREMENT DETAIL: Information Technology in conjunction with the Procurement Division of Finance examined other cooperative contracts and service offerings to find the most cost-effective option for the City. Contracts awarded through the Cooperatives have been competitively procured in compliance with Texas Local and State procurement requirements. Prices were checked with TIPS, DIR and OMNIA Partners. TIPS returned a quote with the greater discount, making the Great South Texas Corp dba Computer Solutions bid the best value. Unit TIPS OMNIA Partner DIR (CDW-G) Discount Discount Meraki MDM Licenses 50% 47% 46% ALTERNATIVES: No alternative. FISCAL IMPACT: The FY 2025 fiscal impact is $84,494.70 to the Information Technology Fund, with future years budgeted through the annual budgeting process. FUNDING DETAIL: Fund: 5210 Information Technology Organization/Activity: 40420 IT Infrastructure Services Department: 23 Information Technology Project # (CIP Only): n/a Account: 520105 Computer Software RECOMMENDATION: Staff recommends approval of this motion authorizing the execution of a co-operative agreement for a three-year software license renewal as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet Co-Op Agreement City of Corpus Christi Price Sheet Sr. Buyer: Cynthia Perez Meraki - Renewal License TIPS Contract 230105 Item Description Quantity Unit Price Total Price Cisco Meraki Systems Manager 1 Enterprise Subscription license (3 Fears) 2,105 $ 40.14 $ 84,494.70 .bUs c.� G� A CO-OPERATIVE PURCHASE AGREEMENT NO. 6225 U Meraki Mobile Device Management Software Licenses yCaeaoRp�� 1852 THIS Meraki Mobile Device Management (MDM) Software License Renewals Co- operative Purchase Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Greater South Texas Corp dba Computer Solutions ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). 1. Co-operative Agreement. Contractor shall provide Meraki MDM Software License Renewals ("Services") in accordance with its agreement TIPS #230105 (the "Co- operative Agreement"), which is incorporated by reference herein as if set out here in its entirety. In the event of a conflict between this Agreement and the Co- operative Agreement, this Agreement shall govern to the extent allowed by the Co-operative Agreement. 2. Scope. Contractor shall provide Meraki MDM Software License Renewals in accordance with the attached Statement of Work & Pricing, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 3. Term. The initial term of this Agreement is three years, beginning on the applicable dates stated in Attachment A, beginning January 30, 2025, and continuing through January 29, 2028. The parties may mutually agree to auto-renew this Cooperative Agreement for continuing three-year periods (each, an "Option Period"), provided: (i) the underlying Cooperative Agreement either continues in full force and effect or, alternately, has been replaced by a successor TIPS- approved co-op agreement with Contractor providing the same software and such replacement co-op agreement is valid on the beginning date of each Option Period, (ii) the same software product and services continue in active use by the City and have not been replaced by a different product and services; (iii) the pricing for each Option Period conforms to the language in section 4 below, and (iv) sufficient current funding has been appropriated by the City to provide for the continuation of this Agreement. Furthermore, following the conclusion of any three-year Option Period, the parties may agree to auto-renew this Agreement so long as the conditions required above in subparts (i) - (iv) are met and neither party has terminated this Agreement. 4. Compensation and Payment. This Agreement is for $84,494.70, subject to execution of one or more written amendments executed by the parties. All pricing for the initial term must be in accordance with Attachment A. The pricing for each Option Period must conform to (i) the amount shown in Attachment A, (ii) the amount stated in an eligible renewal of TIPS #230105, or (iii) the amount stated in a successor TIPS-approved co-op agreement, whichever amount of Co-operative Purchase Agreement-Greater So.TX Corp (Meraki MDM Renewals) Page 1 of 3 subparts (i), (ii), or (iii) is lowest. Pricing for every continuing three-year auto- renewal of this Agreement must also be in accordance with the pricing condition stated in the foregoing sentence. Invoices must be mailed by USPS and emailed to the following addresses: ITlnvoice@cctexas.com City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, TX 78469-9277 5. Budgetary Appropriation. The continuation of this Agreement (and every optional renewal, if any) 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. Should a budget item for payment during any fiscal year of the City not be so appropriated, the Contractor is entitled to receive only the amount due for the then-current license year, and the Agreement's termination is without recourse against the City. 6. 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 Information Technology Dept. Attn: Holly Houghton, Deputy Director 1201 Leopard St., Corpus Christi, TX 78401 Phone: (361 ) 826-3753 Fax: n/a IF TO CONTRACTOR: Greater South Texas Corp dba Computer Solutions Attn: David Jones 14410 Wurzbach Parkway, Suite 175 San Antonio, TX 78216 Phone: (210) 369-0300 Fax: n/a Co-operative Purchase Agreement-Greater So.TX Corp (Meraki MDM Renewals) Page 2 of 3 7. Entire Agreement. This Agreement, along with the Co-operative Agreement, constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. CONTRACTOR Signature: Printed Name: Title: Date: CITY OF CORPUS CHRISTI Josh Chronley Date Assistant Director of Finance — Procurement Approved as to form: Assistant City Attorney Date Attached and Incorporated by Reference: Attachment A: Scope of Work & Pricing Incorporated by Reference Only: Co-operative Agreement: TIPS #230105 Co-operative Purchase Agreement-Greater So.TX Corp (Meraki MDM Renewals) Page 3 of 3 Attachment A-Scope of Work and Pricing Great South Texas Corp dba Computer Solutions F,■ 14410 Wurzbach Parkway,Suite 175 Date Expiration Date San Antonio,Texas 78216 Oct 01,2024 10:51 AM CDT 12/20/2024 yyy//,/ United States Modified Date C0111rIL1Cer �/ www.comsoltx.com Nov 19,2024 11:27 AM CST Solutions w 210-369-0300 LJ �J IJ Quote# 1048013 -rev 1 of 1 Description Meraki SME 2024 License Renewal SalesRep Jones, David (P)210-369-0318 (F)210-369-0389 Customer Contact DeLeon, Rick (P)361-826-4096 rickd@cctexas.com Customer Bill To Ship To Contract Programs:TIPS230105- City of Corpus Christi(16975) City of Corpus Christi City of Corpus Christi TIPS CONTRACT 230105 EXP De Leon,Rick Accounts,Payables MIS,Data Center 5/31/2028 1201 Leopard Street 1201 Leopard Street 1201 Leopard Street Certifications:WBE/SBE/HUB# Corpus Christi,TX 78401 Corpus Christi,TX 78401 Basement 1942650013800 Exp:06/28/2025 United States United States Corpus Christi,TX 78401 Sales Order Type:Drop Ship-Ship (P)361-826-3740 (P)361-826-4091 United States to customers location (F)361-826-4551 Customer PO: Terms: Ship Via: Purchase Order(Net 30 Days) FedEx Ground Special Instructions: Carrier Account#: Description Qty Unit Price Total 1 Cisco Meraki Systems Manager Enterprise LIC-SME-3YR $80.28 2105 $40.14 $84,494.70 ® Subscription license(3 years)-hosted Note: TIPS Contract#230105-50%Discount I Term:Jan.30,2025-Jan.29,2028 Thank you for the opportunity to provide this quote. Subtotal: $84,494.70 Tax(.0000%): $0.00 Shipping: $0.00 Total: $84,494.70 (List Price: $168,989.40) so �o o� H aopPoaT° AGENDA MEMORANDUM xs52 Action Item for the City Council Meeting of December 10, 2024 DATE: December 10, 2024 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P. E., Director of Engineering Services 0effreye(u-)-cctexas.com (361) 826-3851 Nicholas Winkelmann, P.E, Director of Water Systems and Support Services NickW(u-)cctexas.com (361) 826-1796 Josh Chronley, CTCD, Assistant Director of Finance & Procurement Joshc2(u-)cctexas.com (361) 826-3169 Professional Services Contract Award ONSWTP Solids Handling & Disposal Facility CAPTION: Motion awarding a professional services contract to Ardurra Group, of Corpus Christi, Texas, to provide design and bid phase services for a new Solids Handling & Disposal Facility at the O.N. Stevens Water Treatment Plant (ONSWTP) in an amount not to exceed $4,789,425, with FY 2025 funding available from the Water Capital Fund. SUMMARY: This motion authorizes approval of a professional engineering contract to provide preliminary design, permitting, design, and bid phase services for new Solids Handling & Disposal Facility at the O.N. Stevens Water Treatment Plant (ONSWTP) Project. BACKGROUND AND PURPOSE: City of Corpus Christi owns and operates the O.N. Stevens Water Treatment Plant (ONSWTP)that treats a blend of surface waters from Choke Canyon and Lake Corpus Christi (via the Nueces River) and Lake Texana and the Colorado River (via the Mary Rhodes Pipeline). The ONSWTP uses a conventional water treatment process (coagulation, flocculation, sedimentation, filtration) for removal of turbidity and naturally occurring organic matter. The combination of these processes generates a solids waste stream that is primarily removed through the sedimentation basins. Historically, ONSWTP utilized three (3) on-site and four (4) off-site lagoons for storing the solids waste stream. The off-site lagoons are referred to as Pollywogs and have areas designated as wildlife and bird sanctuary and require a permit that must be renewed every 5 years. The Pollywogs have received a major portion of solids in the past and have nearly reached their maximum storage capacity which was confirmed by a survey conducted in 2023. The City contracted with a 3rd party contractor in 2019 to dredge the on-site lagoons 5&6 to restore a good portion of their capacity but these lagoons have been observed to fill at a greater rate with increasing demands and thereby increased solids production. The decant water from these lagoons has the potential to cause water quality issues if the lagoons are operated more than their storage capacities. This current process of storing solids and dredging the lagoons is not efficient and effective. Therefore, it is essential that a new solids handling facility be built at ONSWTP to effectively manage (thicken and dewater) solids as the improvements continue to improve the plant's reliable treatment capacity. The scope of services for this proposal includes Basic services (Preliminary Design, Detailed Design and Bid Services) plus other Additional Services, as authorized, for the following improvements: • Gravity thickeners and mixing tank(s). • Two-story dewatering facility with centrifuges, polymer system, roll-off dumpster area, office/control room and storage room. • Yard piping, site, grading, drainage, parking lot, access roads, sidewalks, etc. • Condition assessment and improvements to existing sludge pumps and piping including downstream of the sludge collectors for Basin 1 & 2. • Evaluate the requirements for one or more new solids pump stations, including wet well, pumps and piping. • Additional upgrades for a dredging equipment (repurpose existing dredging equipment owned by City or include a bid item for procurement of a new equipment) as needed. • Electrical & Instrumentation upgrades including a new PCR building and substation. Construction Phase Administration and other related services are necessary but not currently included in the scope. These will be added and negotiated during the construction award process. PROJECT TIMELINE: 2025 —2027 2027 2027i i January— March March —August September— September Design Bid/Award Construction The project schedule reflects City Council award on December 10, 2024 with anticipated design completion by March 2027 and construction anticipated to start on September 2027 with an estimated construction completion of September 2030. COMPETITIVE SOLICITATION PROCESS The Contracts and Procurement Department issued a Request for Qualifications on August 7, 2023, with RFQ Number 5036 for Professional Engineering Services for Capital Improvement Projects FY2024. The City received statements of qualifications from six firms and a technical evaluation was performed by the selection committee. The selection committee consisted of representatives from Corpus Christi Water (CCW) and Engineering Services. Firm ranks were based on three factors: 1. Experience of the firm 2. Experience of the key personnel with specific experience with similar projects 3. Understanding of Project Scope Ardurra Group, Inc. (formerly LNV), has been selected for this project based on experience and qualifications. Ardurra Group, Inc. has worked on City projects for over twenty years and has completed many projects. Notable projects include Ship Channel Water and Gas Main Crossing, Oso WRP Headworks and Lift Station Improvements, New Broadway WWTP, Resaca Lift Station Upgrades, ONSWTP Clearwell No. 3 and ONSWTP High Service Building No. 3. ALTERNATIVES: City Council could choose not to award the contract to Ardurra Group, Inc. Not awarding the contract for professional services to Ardurra Group, Inc. will delay necessary improvements and may affect the ability to satisfy the safety, operational, and regulatory requirements. FISCAL IMPACT: The fiscal impact for Corpus Christi Water in FY 2025 is an amount of $4,789,425 with funding available from the Water Capital Fund. Currently the project has $3,000,000 budgeted for design the $1,789,425 difference between the budgeted amount and the contract amount will be coming from $5,780,088 in construction cost savings from the Nueces Bay Blvd & Poth Lane water line replacement project. FUNDING DETAIL: Fund: Water 2024 CIP (Fund 4491) Department: Water (45) Organization: Grants & Capital Projects Funds (89) Project: ONSWTP Solids Handling & Disposal Facility (Project No. 23059) Account: Outside Consultants (550950) Activity: 23059 Amount: $4,789,425.00 RECOMMENDATION: City Staff recommends approval of the professional services contract with Ardurra Group, Inc. in an amount not to exceed $4,789,425 for the ONSWTP Solids Handling & Disposal Facility Project. LIST OF SUPPORTING DOCUMENTS: Location & Vicinity Maps Evaluation Matrix Proposal CIP Page Presentation RFQ No.5036 Professional Engineering Services FY2O24 Project C9-ONSWI-P Solids Handling&Disposal Facility Proposal Evaluation Score Ardurra Hazen and Sawyer Freese and Nichols Plummer Garver SAMES Corpus Christi Corpus Christi Corpus Christi Corpus Christi Houston McAllen Minimum Qualifications Pass/Fail Pass Pass Pass Pass Pass Pass Licensing/certification e9 e� �✓/ c9 / No Material Lawsuits Past5Years �✓J y �f rf �!/ �// No Material Regulatory Issues Past5Years x✓f d d References Provided for Firm Minimum Qualifications Pass/Fail Pass Pass Pass Pass Pass Pass Technical Proposal Experience on projects of similar scope and complexity 7.0 7.0 6.0 6.0 6.0 3.9 2.1 Demonstrated capability&capacity on comparable projects 7.0 7.0 5.6 5.6 5.6 3.9 2.1 Past Performance 7.0 6.3 5.6 5.3 4.2 3.5 2.8 Team members with experience and qualifications 7.0 1 6.3 6.3 5.3 5.3 4.2 2.8 Team members experience with workof similarscope and complexity 7.0 6.0 5.6 5.3 4.9 3.5 2.1 Availability of resources to accomplish the work 7.0 5.6 5.3 5.3 4.6 4.2 3.2 Demonstrated understanding ofthe scope of services 14.0 13.3 11.9 10.5 10.5 7.0 5.6 Demonstrated understanding and experience with a public agency 14.0 13.3 11.9 11.2 11.9 7.7 4.9 Subtotal Technical Proposal 70.0 64.8 58.1 54.3 52.9 37.8 25.6 Interview Experience on projects of similar scope and complexity 4.0 3.8 3.3 3.0 0.0 0.0 0.0 Demonstrated capability&capacity on comparable projects 4.0 4.0 3.0 3.0 0.0 0.0 0.0 Past Performance 2.0 1.9 1.5 1.5 0.0 0.0 0.0 Team members with experience and qualifications 4.0 4.0 3.0 2.5 0.0 0.0 0.0 Team members experience with workof similarscope and complexity 4.0 4.0 3.0 2.5 0.0 0.0 1 0.0 Availability of resources to accomplish the work 2.0 1.6 1.4 1.4 0.0 0.0 0.0 Demonstrated understanding ofthe scope of services 5.0 5.0 4.4 3.1 0.0 0.0 0.0 Demonstrated understanding and experience with a public agency 5.0 5.0 4.4 3.8 0.0 0.0 0.0 Subtotal Interview 30.0 29.3 23.9 20.8 0.0 0.0 0.0 Total Score 100.0 94.0 82.0 75.0 52.9 37.8 25.6 Capital Improvement Plan 2024 /l7r"tt 2026 Category: Water RFQ 5036 Cat. No. C-9 City of Corpus Christi, Texas �► Project# 23059 '{ Project Name ONSWTP Solids Handling &Disposal Facility _ Type Improvement/Additions Department Water Department Useful Life 40 years Contact Director of Water Utilities Category Water Treatment Priority Critical-Health&Safety Council District 1 Status Active q ..X ' Description The purpose of this project is to design and construct a new solids handling facility at O.N. Stevens WTP.ONSWTP uses conventional water treatment processes(coagulation,flocculation,sedimentation,filtration)for removal of turbidity and naturally occurring organic matter. The combination of these processes generates a solids waste stream that is stored using three(3)on-site and four(4)off-site lagoons.Once filled,the on-site lagoons require the City to hire a 3rd party contractor to remove accumulated solids,dewater and haul to the landfill.Further,the initial solids storage permit allowed for permit renewals of off-site lagoon storage only until 2026. It is essential that a new solids handling facility be built at ONSWTP as a long term solution to manage solids. Justification ONSWTP has limited capacity in on-site lagoons and off-site lagoons for solids storage. Expenditures Prior Years 2024 2025 2026 Total Construction/Rehab 4,000,000 20,000,000 24,000,000 Design 3,000,000 3,000,000 Contingency 500,000 500,000 Eng,Admin Reimbursements 300,000 400,000 500,000 1,200,000 Total 3,300,000 4,400,000 21,000,000 28,700,000 Funding Sources Prior Years 2024 2025 2026 Total Revenue Bonds 3,300,000 4,400,000 21,000,000 28,700,000 Total 3,300,000 4,400,000 21,000,000 28,700,000 Budget Impact/Other 71 An assessment will be done upon completion of project to determine maintenance costs. The cost to treat the water should be reduced due to plant efficiencies. 365 Corpus Christi Water CON' ARQURRA TBPE Firm No.F-10053 Serving the Coastal Bend SCOPE OF WORK CITY OF CORPUS CHRISTI ONSWTP Solids Handling and Disposal Facilities CITY PROJECT NO. 23059 PROJECT DESCRIPTION: City of Corpus Christi (City) owns and operates the O.N. Stevens Water Treatment Plant (ONSWTP) that treats a blend of surface waters from Choke Canyon and Lake Corpus Christi (via the Nueces River) and Lake Texana and the Colorado River (via the Mary Rhodes Pipeline). The ONSWTP uses a conventional water treatment process (coagulation, flocculation, sedimentation, filtration) for removal of turbidity and naturally occurring organic matter. The combination of these processes generates a solids waste stream that is primarily removed through the sedimentation basins. Historically, ONSWTP utilized three (3) on-site and four (4) off-site lagoons for storing the solids waste stream. The off-site lagoons are referred to as Pollywogs and have areas designated as wildlife and bird sanctuary and require a permit that must be renewed every 5 years. The Pollywogs have received a major portion of solids in the past and have nearly reached their maximum storage capacity which was confirmed by a survey conducted in 2023 as a part of City Project 4247 —TA 4 —ONSWTP Solids Handling Assistance Summary Letter. The City received approval from TCEQ (in Dec. 2021)and renewed their permit to continue utilizing Pollywogs which is valid only until 2026. The City contracted with a 31d party contractor in 2019 to dredge the on- site lagoons 5 & 6 to restore a good portion of their capacity but these lagoons have been observed to fill at a greater rate with increasing demands and thereby increased solids production. A mass balance performed in 2023 by Ardurra as a part of City Project 4247 —TA 4 —ONSWTP Solids Handling Assistance Summary Letter confirmed that these lagoons have to be dredged annually in order to keep up with the increasing plant demands. The decant water from these lagoons has the potential to cause water quality issues if the lagoons are operated more than their storage capacities. Based on findings presented by Ardurra under City Project 4247 —TA 4 —ONSWTP Solids Handling Assistance Summary Letter, it is recognized that the current process of storing solids and dredging the lagoons is not the most cost-effective method of handling and disposal of solids and it is essential that a new solids handling facility be built at ONSWTP to effectively manage (thicken and dewater) solids. In addition, the dewatered solids from ONSWTP can be used beneficially by the City Solid Waste Department as Alternate Daily Cover (ADC) that will provide savings to the City operated landfill. The purpose of this project is to provide engineering services for a new solids handling facility at ONSWTP for a future plant production capacity of 200 MGD. The scope of services for this proposal includes Basic services (Preliminary Design, Detailed Design and Bid Services) plus other Additional Services, as authorized for the following improvements. Construction Phase Administration and other related services are necessary but not currently included in the scope. These will be added and negotiated during the construction award process. • Gravity thickeners and mixing tank(s) City Proj. No.23059 O.N. Stevens Water Treatment Plant Ardurra Proj. No. 230209 Solids Handling and Disposal Facilities Page 1 of 15 • Two-story dewatering facility with centrifuges (as determined in findings presented by Ardurra under City project 180195 ONSWTP Solids Handling & Disposal Facilities), polymer system, roll-off dumpster area, office/control room and storage room • Yard piping, site, grading, drainage, parking lot, access roads, sidewalks, etc. • Condition assessment and improvements to existing sludge pumps and piping including downstream of the sludge collectors for Basin 1 & 2 • Evaluate the requirements for one or more new solids pump stations, including wet well, pumps and piping. • Additional upgrades for a dredging equipment (repurpose existing dredging equipment owned by City or include a bid item for procurement of a new equipment) as needed. • Electrical & Instrumentation upgrades including a new PCR building and substation. BASIC SERVICES 1 Preliminary Design Phase Prior to the preparation of detailed plans and specifications, the Consultant will develop a Preliminary Design (30% Design) for the required project elements. The purpose of the Preliminary Design phase is to develop an adequate definition of the project to enable the Detailed Design phase to proceed without significant changes. A prerequisite to the preparation of plans and specifications is the development of a specific Preliminary Engineering Report (PER) that incorporates the project site conditions and constraints, summarizes the rationale for each major detailed design decision, and contains design criteria including process control criteria and process descriptions for each component and system incorporated into the project. The PER and 30% design will establish the design parameters, criteria, and concepts necessary for preparation of detailed plans and specifications. The Consultant will provide the following services under this phase: 1.1 The Consultant will perform project management tasks such as managing schedule, managing deliverables on E-builder, submitting monthly invoices to City for payment during preliminary phase of the project. The Consultant will also prepare and submit monthly status reports to the City with the monthly invoice. Monthly status reports will comprise of a one-page summary of the progress to date on the project, work completed during the prior month, work anticipated to be completed during the upcoming month, and discussion of any scope, schedule, or budget issues that may need to be resolved. The level of effort is assumed to be 1-hr every week. 1.2 Project Kick-off Meeting • The purpose of the Kickoff meeting is to confirm user requirements for key elements concerning design, budget and schedule. For this, the consultant will prepare a meeting agenda and distribute it to designated City staff prior to the meeting. • During the Project Kickoff Meeting the Consultant's team will take notes regarding the proceedings of the meeting. Consultant will transcribe and distribute the meeting notes into formal meeting minutes. City Proj. No.23059 O.N. Stevens Water Treatment Plant Ardurra Proj. No. 230209 Solids Handling and Disposal Facilities Page 2 of 15 1.3 Perform condition assessment using visual inspection and operator interviews for the facilities listed below. The purpose of this task would be to determine upgrades needed to these existing facilities for assessing existing capacity and identify needed improvements. Up to three (3) 4-hour site visits are anticipated for this effort. • Solids Pump Station located near Sedimentation Basins • Wash-water return pump station • Drain lines and solids piping contributing to solids flow 1.4 Utilize previously developed flow projections,jar test results and pilot testing results to estimate flow rates using safety factors as necessary, update mass balance and define solids loading rates criteria for different unit processes. 1.5 Size each unit process using solids loading criteria being developed. Additional scope for demonstration and optimization is included as an additional service and the data obtained from demonstration and optimization shall be used if additional scope is authorized. Preliminary unit processes to be considered and sized include: • Gravity thickener equipment & thickener tanks • Mixing/holding tank • Dewatering equipment (Centrifuge) • Polymer equipment • Process Piping • Stockpiling, loading, and hauling area • Solids pumping and centrate pumping 1.6 Develop preliminary Process Flow Diagrams (PFD's) for the recommended process equipment and preliminary process-mechanical drawings. 1.7 Develop preliminary Process and Instrumentation Diagrams (P&ID's). 1.8 Identify and provide preliminary sizing for any electrical improvements required to supply power to any proposed solids handling or disposal unit processes. 1.9 Evaluate options for routing electrical to the proposed facilities location and prepare preliminary electrical site layouts for the proposed improvements. 1.10 The Consultant will develop preliminary site plan layouts showing the location of proposed improvements. 1.11 Develop drainage area boundaries for existing and proposed drainage areas served. 1.12 Conduct hydraulic analysis to quantify the storm sewer design of existing and proposed systems as required. 1.13 Develop preliminary (horizontal alignments) utility and yard piping improvement layouts required for all alternatives being considered. • Residuals piping from the sedimentation basins, filter backwash, filter to waste, to the proposed thickening and mixing unit processes as required. City Proj. No.23059 O.N. Stevens Water Treatment Plant Ardurra Proj. No. 230209 Solids Handling and Disposal Facilities Page 3 of 15 • Residuals piping from the thickening or mixing unit processes to dewatering unit processes. • Staging area plan views for conveyance of residuals from dewatering unit processes. • Yard piping relocations and tie-ins associated with the preliminary horizontal alignments 1.14 Perform hydraulic calculations and develop a preliminary solids hydraulic profile. 1.15 Determine preliminary structural loadings and structural element sizing. 1.16 Prepare Preliminary (30%) Structural backgrounds as necessary to depict process units on mechanical drawings. 1.17 Determine preliminary materials of construction and architectural aesthetics. 1.18 Prepare preliminary opinions of probable construction costs for the pertinent design scope identified. 1.19 Provide regular progress meetings used to coordinate ongoing issues, discuss project status and obtain input from the City. Consultant will prepare meeting minutes and will finalize and distribute after review by the City's Staff. Up to six (6) two-hour progress meetings or site visits with utility and engineering services staff are anticipated through the Preliminary Phase. 1.20 Coordinate the work of all subconsultants, including leading of meetings with subconsultants to coordinate completion of work and adherence to schedules. Meetings will be held bi-monthly (18 meetings total; 1-hour duration) throughout the Preliminary Phase. 1.21 Prepare a project schedule that summarizes all of the major tasks of the project and the critical path of the project. Consultant will update the project schedule as the project progresses or changes occur throughout the preliminary phase. 1.22 Prepare anticipated index of drawings and specifications for the detailed design phase 1.23 Provide a Quality Assurance and Quality Control review of preliminary drawings and PER. City Proj. No.23059 O.N. Stevens Water Treatment Plant Ardurra Proj. No. 230209 Solids Handling and Disposal Facilities Page 4 of 15 1.24 Prepare and submit electronic copy of the Draft PER that documents the analyses, approach, opinions of probable construction costs, and documents the work with text, tables, schematic-level exhibits and computer models or other applicable supporting documents as necessary. 1.25 Upon Draft submittal, Conduct Project review workshop with City staff to review recommendations. Prepare PowerPoint presentation, handouts, exhibits and meeting notes as necessary. 1.26 Assimilate all City review comments on the DRAFT PER and submit the Final PER (electronic copy and 1 hard copy). 2 Detailed Design Phase. Upon completion of the preliminary phase, the Consultant will: 2.1 Continue to perform project management tasks such as managing schedule, managing deliverables on E-builder, submitting monthly invoices to City for payment during detailed design phase of the project. The Consultant will also prepare and submit monthly status reports to the City with the monthly invoice. Monthly status reports will comprise of a one-page summary of the progress to date on the project, work completed during the prior month, work anticipated to be completed during the upcoming month, and discussion of any scope, schedule, or budget issues that may need to be resolved. The level of effort is assumed to be 1-hr every week. 2.2 Provide services during the design phase for process automation system development. Consultant will provide these services in conjunction with the required SCADA documentation. 2.3 Review design calculations for new building structures and foundations to ensure design is in accordance with the International Building Codes. Perform wind pressure calculations in accordance with the International Building Code 2003/2006 for all building envelopes to ensure all component and cladding elements meet or exceed the requirements of TDI for Windstorm. 2.4 Coordinate the work of all subconsultants and design team, including leading of meetings with subconsultants to coordinate completion of work and adherence to schedules. Meetings will be held monthly (up to 30 meetings total; 1-hour duration) throughout the Detailed Design Phase. 2.5 Provide Quality Assurance/Quality Control (QA/QC) measures to ensure that all submittals of the interim and final complete plans and complete bid documents with specifications accurately reflect the percent completion designated and do not necessitate an excessive amount of revision and correction by City. City Proj. No.23059 O.N. Stevens Water Treatment Plant Ardurra Proj. No. 230209 Solids Handling and Disposal Facilities Page 5 of 15 2.6 Develop a construction sequence plan to communicate sequencing requirements to the Contractor before bidding. The purpose of the plan is to provide the Contractor a sequence to perform their construction activities in such a manner that allows for continuous operation of all essential plant facilities to meet demands throughout the construction period. The Consultant will evaluate sequencing alternatives based on cost and impacts to plant operations, coordination and review of the developed alternatives with plant staff. A preferred alternative will be finalized and included in the contract documents. The goal is to ensure the continuation of operations at the plant while maintaining the plant's capability to treat water. The Consultant will include in the construction documents a separate specification for testing, training, and facility start-up as applicable (Included as an additional service). 2.7 Provide regular progress meetings and/or site visits to coordinate ongoing issues, discuss project status and obtain input from the City. Up to fifteen (15) one-hour progress meetings/site visits with utility and engineering services staff are anticipated through the design phase. 2.8 Prepare construction plans in City standard format for the work identified in the approved PER to a 60% level of completion. 2.9 Prepare construction (technical) specifications in City standard format for the work identified in the approved PER to a 60% level of completion. 2.10 Development of Opinion of Probable Construction Cost (OPCC) per plans and specification to a 60% level. 2.11 Furnish one (1) set of the interim 60% submittal (electronic and 1 hard copy using City Standards as applicable) to the City staff for review and approval purposes with estimates of probable construction costs. Identify distribution list for plans and bid documents to all affected franchise utilities. Submit the required plan executive summary, project checklist & drawing checklist which will identify and summarize the project by distinguishing key elements and opinion of probable project costs. 2.12 Hold Project 60% review meeting (three-hour duration approx.). Prepare meeting agenda and distribute meeting minutes to attendees. 2.13 Assimilate all review comments, as appropriate and, upon Notice to Proceed, update 60% plans and prepare additional sheets as necessary to complete the plans to 90%- 100% level of completion. 2.14 Update 60% specifications and add sheets to complete the plans to 90%-100% level of completion. 2.15 Prepare City Standard Front end documents to a 90%-100% of completion. 2.16 Update the Opinion of Probable Construction Cost (OPCC) to achieve a 90%-100% level of completion. City Proj. No.23059 O.N. Stevens Water Treatment Plant Ardurra Proj. No. 230209 Solids Handling and Disposal Facilities Page 6 of 15 2.17 Provide one (1) set of the 90%-100% plans and bid documents (electronic and hard copy using City Standards as applicable) to the City staff for review and approval purposes with revised estimates of probable costs. Plan executive summary, project checklist and plan checklist. 2.18 Hold Project 90%-100% plan review meeting (three-hour duration approx.). Prepare meeting agenda and distribute meeting minutes to attendees. 2.19 Assimilate all review comments, as appropriate and, upon Notice to Proceed, update 90%-100% plans to a final level. 2.20 Update 90%-100% specifications to final level of completion based on City comments. 2.21 Update City Standard Front documents to a final level of completion. Coordinate with City's procurement department as necessary. 2.22 Update the Opinion of Probable Construction Cost (OPCC) based on City comments. 2.23 Provide final signed and sealed plans and bid documents (electronic and 1 hard copy using City Standards as applicable) to the City staff for project advertisement. Update plan executive summary and prepare project checklist and plan checklist. Said bid documents henceforth become the shared intellectual property of the City of Corpus Christi and the Consultant. Scope Item Assumptions: • Meetings will be held at ONSWTP. • Utilities and Engineering Services Staff will attend progress meetings. • Additional features such as site physical security, building physical security or building access controls are not included in the scope currently and can be added as an additional service if requested by the City. • Consultant's staff working on the project will remotely dial in by phone as necessary. • The City staff will: o Designate an individual to have responsibility, authority, and control for coordinating activities for the Project. o Provide the budget for the Project specifying the funds available for the construction contract. o Provide electronic copy of the City's standard specifications, standard detail sheets, standard and special provisions, and forms for required bid documents. City Proj. No.23059 O.N. Stevens Water Treatment Plant Ardurra Proj. No. 230209 Solids Handling and Disposal Facilities Page 7 of 15 3 Bid Phase The Consultant will: 3.1 Perform project management tasks such as managing schedule, managing deliverables on E-builder, submitting monthly invoices to City for payment during bid phase. The Consultant will also prepare and submit monthly status reports to the City with the monthly invoice. Monthly status reports will comprise of a one-page summary of the progress to date on the project, work completed during the prior month, work anticipated to be completed during the upcoming month, and discussion of any scope, schedule, or budget issues that may need to be resolved. The level of effort is assumed to be 1-hr every week. 3.2 Attend pre-bid meeting. 3.3 Review all pre-bid questions and submissions concerning the bid documents and prepare, in the City's format, for the Engineering Services' approval, a response form for posting on CivCast. 3.4 Assist the City in preparing addenda and make revisions to plans and specifications as necessary. 3.5 Attend bid opening. 3.6 Assist the City in reviewing bids and bidder references for completeness, balance of bid items, and responsiveness, and prepare a tabulation of bid prices. 3.7 Assimilate all addenda changes and issue a set of conformed contract documents to the City and Contractor. 3.8 Attend City Council Meeting readings and provide support to City Staff as needed during presentation. (up to four 1-hour meetings are anticipated for this effort) Scope Item Assumptions: • The effort for bid phase is based on traditional design-bid contract award strategy typically adopted by the City. Effort for alternate bid strategy is not included in this proposal. • The City staff will: o Designate an individual to have responsibility, authority and control for coordinating activities for reviewing bids and the construction contract award. o Provide the budget for the project specifying the funds available for the construction contract. o Provide the City's updated standard specifications, standard detail sheets, standard and special provisions and forms for required bid documents. o Arrange and pay for printing of all documents and addenda to be distributed to prospective bidders. City Proj. No.23059 O.N. Stevens Water Treatment Plant Ardurra Proj. No. 230209 Solids Handling and Disposal Facilities Page 8 of 15 o Advertise the projects for bidding, maintain a list of prospective bidders, receive and process deposits for all bid documents, issue(with assistance of Engineer) any addenda, prepare and supply bid tabulation forms, and conduct bid opening. o Receive the Consultant's recommendation concerning bid evaluation and recommendation and prepare agenda materials for the City Council concerning bid awards. o Prepare, review, and provide copies of the contract for execution between the City and the Contractor. o This Scope of Services does not include time for the Consultant to assist the City in the event of bid protests. 4 Construction Administration Phase (Not included) ADDITIONAL SERVICES This section defines the scope of additional services that may only be included as part of this contract if authorized by the Director of Engineering Services. A/E may not begin work on any services under this section without specific written authorization by the Director of Engineering Services. Fees for Additional Services are an allowance for potential services to be provided and will be negotiated by the Director of Engineering Services as required. The A/E shall, with written authorization by the Director of Engineering Services, perform the following: 1 Dewatering Demonstration and Optimization The purpose of this task is to compare dewatering performance of centrifuges or other technologies and develop design criteria components such as polymer dosages and loading rates. The plant operations staff will also get an opportunity to witness operations first-hand. Up to three (3) manufacturers will be selected with a goal of developing and optimizing polymer feed rates, analyzing electrical demands and determining productions/operations schedule. The Consultant and the City will collaborate to develop pilot testing program based on City's need for up to three (3) weeks and summarize the findings in the PER. 2 Allowance for Rental Equipment for Dewatering Demonstration and Optimization (T&M) The purpose of this allowance is to cover rental equipment and chemical costs associated with the additional service for Dewatering Demonstration and Optimization for up to 3 weeks. The Consultant will work with the City to develop the pilot testing program to request vendor proposals for rental equipment and will bill the City on a T&M materials basis based on invoices received from the vendors. These rental equipment can be directly procured through the City and the City can chose whether to authorize this task after project award. City Proj. No.23059 O.N. Stevens Water Treatment Plant Ardurra Proj. No. 230209 Solids Handling and Disposal Facilities Page 9 of 15 3 Design Assistance for Dredge Equipment The solids from Pre-sedimentation basin and Wash-water Lagoon can be dredged using a dredge equipment and can be pumped to the proposed solids handling facility to retain the capacity of Pre-sedimentation basin. This will be evaluated as a part of the Preliminary Design Phase and if the City makes a decision to proceed, the effort under this task will be utilized. The Consultant will provide basic services (design through construction) under this task for providing electrical and mechanical connections at the Wash-water area for utilizing the existing or new dredging equipment. The schedule for this task will follow the basic services schedule for this contract and this item will bid out with the overall package for new solids handling facilities. 4 Feasibility Study for Lagoon Berm Removal and Modifications The City has expressed interest in the possibility of eliminating the north and south lagoons by removing the existing berm that is currently providing separation from the pre- sedimentation basin. This will increase the capacity of pre-sedimentation basin by adding the north and south lagoon volume to the pre-sedimentation basin.The Consultant will coordinate with Geotechnical Engineer (subconsultant) to perform geotechnical analysis as required to determine feasibility and upgrades needed for this modification. This is anticipated to be completed during the Preliminary Design phase and recommendations will be presented in the PER or a separate memorandum. 5 Design, Bid & Construction Phase Assistance for Lagoon Berm Removal The Consultant will provide basic services (design through construction) under this task for removal of berms based on City's decision after completion of feasibility study listed in Task 4. It is recommended that the berm removal be bid out as a standalone bid package to avoid any regulatory delays on the overall bid package for construction of new solids handling facilities. The scope does not include permitting associated with TCEQ dam review committee. The consultant shall provide two design deliverables for this scope item 90%- 100% and final plans. The Construction duration is assumed to be 8 months for this task. 6 Regulatory Coordination for Lagoon Berm Removal (Allowance - T&M) The Consultant will prepare and submit required documents as necessary and if requested by the City to coordinate with regulatory agencies for lagoon berm removal. All work under this task item will be performed on a Time & Materials (T&M) basis. It is difficult to estimate the level of effort at this time and the final fee will be negotiated at a later date and is currently included as an allowance. 7 Regulatory Support and Coordination for New Solids Handling Facilities (AEP, TCEQ & Development Services - T&M) The Consultant will prepare and submit required construction plans to Texas Commission on Environmental Quality(TCEQ) and attend up to two 1-hour meetings with TCEQ and prepare responses if necessary. This work also includes coordination with AEP two 1-hour meetings with proposed access road and yard piping improvements that will pass through AEP City Proj. No.23059 O.N. Stevens Water Treatment Plant Ardurra Proj. No. 230209 Solids Handling and Disposal Facilities Page 10 of 15 overhead power lines/poles. The Consultant will coordinate with City Development Services as necessary. All work under this task item will be performed on a Time & Materials (T&M) basis. 8 Topographic Survey The Consultant will perform topographic survey. All work will be tied to and conform with the City's Global Positioning System (GPS) control network and comply with Category 6, Condition I specifications of the Texas Society of Professional Surveyors' Manual of Practice for Land Surveying in the State of Texas, Ninth Edition. The Consultant will include reference to a minimum of two (2) found boundary monuments from the project area and establish Horizontal and Vertical Control as required. Horizontal control will be based on NAD 83 State plane coordinates (South Zone), and the data will have no adjustment factor applied — i.e. — the coordinate data will remain in grid. Vertical control will be based on NAVD 88. All control work will be established using conventional (non-GPS) methods. Perform topographic surveys to gather existing condition information. The Consultant will obtain x, y, and z coordinates of all accessible existing sanitary sewer, storm sewer, water and gas lines as well as any other lines owned by third-parties and locate all visible utilities, wells and signs within the apparent ROW width along project limits. Surveying services, related to subsurface engineering (SUE) shall be provided as part of the scope of work for SUE (Additional Service 11, below). The Consultant will Generate electronic planimetric base map for use in project design. The scope assumes up to 10 days of field survey. 9 Warranty Phase Services (Not included) 10 Testing and Training Plan, Start-up Services (Not included) 11 Risk Management Plan The Consultant will provide a complete Risk Management Plan that will serve as a communication tool to manage and control those events that could have a negative impact on the project. The plan will serve as the controlling document for managing and controlling all project risks. The plan will address the following: • Risk Assessment • Risk Mitigation • Risk Contingency Planning • Risk Tracking and Reporting Included in the plan will be a risk impact assessment matrix that will assign risk ratings to risks or conditions based on combining probability and impact scales. A series of three (3) workshops(no more than 2 hours each)will be conducted with the City to continuously evolve and maintain the Risk Management Plan throughout the life cycle of the project. In addition to risk register, a decision and action item log will be prepared for the project by the Consultant and provided to the City throughout the Design Phase after all progress meeting/workshops. The Decision/Action Item Log will track all decisions made during City Proj. No.23059 O.N. Stevens Water Treatment Plant Ardurra Proj. No. 230209 Solids Handling and Disposal Facilities Page 11 of 15 meetings and will be formatted per City's requirements and made available via share file provided by the Consultant. 12 Windstorm Certification (Not included) 13 Geotechnical Investigation The Consultant will Identify the extent of subsurface geotechnical investigations as required to support the design of the new facilities and will coordinate this effort with the Geotechnical Engineer (subconsultant). The Consultant will attend up to two (2) two-hour site visits with the Geotechnical Engineer for geotechnical engineering work. A detailed geotechnical investigation report summarizing the discussions on test analyses, findings and recommendations shall be prepared by the Geotechnical Engineer. The Consultant will review draft report and work with the Geotechnical Engineer to finalize the geotechnical report. 14 SUE (Allowance—T&M) The Consultant will coordinate with subconsultant to provide Level A Subsurface Utility Engineering (SUE) services for the project. Subsurface Utility Engineering services are divided into four (4) levels (Level A through Level D). Level A Services involve physically locating the utility by different geophysical methods. Once the utility is located, its coordinates are noted by survey measurements. The purpose of performing Level A SUE services for the project is to ensure no conflicts occur between the proposed construction and existing utilities at the ONSWTP. The vertical and horizontal location, size, pipe material and configuration of the utility line will be recorded. The Consultant will transfer the data obtained from the field to update utility base maps and project design plans. Consultant will also coordinate with the City regarding potential utility crossings and conflicts. The Consultant will provide the following services: 14.1 Sub Surface Utility Engineering (Level A) • Sub Surface Utility Location and Data Recording. • Coordinate with Texas 811 and City to determine the approximate location of underground utilities to be exposed. • Utilize Hydro Vac Methods to expose underground utilities and survey to record exact horizontal and vertical location. Once the survey work is complete, each SUE test hole will be backfilled. • Collect and record feld data. • Review field data obtained during on-site survey and utility location. • Update base maps and project construction plans Notes and Assumptions • The scope of work assumes that during field survey and subsurface location, the City will provide the following: o Staging area for equipment on site (Hydro Vac Unit(s), backfill trailer) City Proj. No.23059 O.N. Stevens Water Treatment Plant Ardurra Proj. No. 230209 Solids Handling and Disposal Facilities Page 12 of 15 o Area for excavated material to be left on site temporarily which will be used as backfill material o Access to on site water source equivalent to a fire hydrant • The level of effort for this contract is based on 8 locates or greater involving trenching and hydro excavating to a depth of 10 feet. • Hydro Vac method will be utilized for locating subsurface utilities. The potholes will be temporarily barricaded. Once the work is complete, the crew will backfill the utility potholes. • Exclusions: o Identifying exact point of underground utility intersection and/or elbows and turns (this service can be performed at an additional cost if requested by City) o In the event that work cannot be performed or is limited by inaccessibility due to weather, City to provide means of accessibility (i.e. rig mats) o Transfer of material directly into containers such as vacuum boxes or related containers. o Backfill limited to native material or sand. • Work is limited to a maximum of five (5) days and services will be billed on a T&M basis since the exact locations and extent will be finalized after preliminary design SUMMARY OF FEES: Fees for Basic Services: The City will pay the Consultant for providing all "Basic Services" on a Lump Sum basis as the project moves towards completion. The fees will be full and total compensation for services and for all expenses incurred in performing these services. Fees for Authorized Additional Services. The City will pay the Consultant for ALL additional services specified in this amendment on a Lump Sump basis except for Tasks 2,6,7 and 14. The services under Tasks 2,67 and 14 will be provided on a Time and Material (T&M) basis as the project moves towards completion. The fee will be full and total compensation for services and for all expenses incurred in performing these services. City Proj. No.23059 O.N. Stevens Water Treatment Plant Ardurra Proj. No. 230209 Solids Handling and Disposal Facilities Page 13 of 15 Task No. Task Description Fee Basic Services 1 Preliminary Phase $ 868,176 2 Design Phase $ 2,891,542 3 Bid Phase& Conformed Documents $ 72,986 4 Construction Phase(Not included) $ - Subtotal Basic Services $ 3,832,704 Additional Services 1 Dewatering Demonstration and Optimization $ 92,240 2 Allowance for Rental Equipment for Dewatering Demonstration and $ 225,000 Optimization T&M 3 Design Assistance for Dredge Equipment $ 215,360 4 Feasibility Study for Lagoon Berm Modification $ 66,827 5 Design, Bid & Construction Phase Assistance for Lagoon Berm $ 217,120 Removal 6 Regulatory Coordination for Lagoon Berm Removal (Allowance- $ 32,400 T&M 7 Regulatory Support and Coordination (AEP,TCEQ& Development $ 24,680 Services-T&M 8 Topographic Survey $ 38,780 9 Warranty Phase Services (Not Included) $ - 10 Testing and Training Plan, Start-up Services (Not Included) $ - 11 Risk Management Plan $ 44,314 12 Windstorm Certification (Not Included) $ - 13 Geotechnical Investigation $ 44,620 14 Subsurface Utility Engineering(Allowance-T&M) $ 26,320 Subtotal Additional Services $ 956,722 Total Fee $ 4,789,425 City Proj. No.23059 O.N. Stevens Water Treatment Plant Ardurra Proj. No. 230209 Solids Handling and Disposal Facilities Page 14 of 15 SCHEDULE: The Consultant's services shall be performed in a timely manner consistent with sound professional practices. Any adjustments made to the agreed upon schedule shall be made in writing and accepted by both parties. The Consultant shall begin work immediately upon receipt of the executed Contract and/or Notice to Proceed (written or emailed). The work under this project is expected to be completed as shown below. Activity Anticipated Schedule DRAFT 30% Design Submittal 6 months after A/E NTP DRAFT 30% City Review by 7 months after A/E NTP Final 30% Design Submittal 9 months after A/E NTP 60% Design Submittal 14 months after A/E NTP 60% Design City Comments by 15 months after A/E NTP 90%-100% Design Submittal 20 months after A/E NTP 90%-100% Design City Review Comments by 21 months after A/E NTP Final Signed & Sealed Plans & Bid Documents 26 months after A/E NTP Bidding & Construction Award 31 months after A/E NTP Construction Completion 67 months after A/E NTP City Proj. No.23059 O.N. Stevens Water Treatment Plant Ardurra Proj. No. 230209 Solids Handling and Disposal Facilities Page 15 of 15 R� nN11 1W PROJECT LOCATION � y WT E coaaus R - . o- o .11 AIRP- 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 e P wH,«AP NOT TO SCALE F �� W t � �oeP� At O.N. STEVENS WATER TREATMENT PLANT AERIAL MAP NOT TO SCALE PROJECT NUMBER: 23059 IF a ONSWTP SOLIDS HANDLING & DISPOSAL � CITY COUNCIL EXHIBIT %2\\, FACILITY CITY OF CORPUS CHRISTI,TEXAS DEPARTMENT OF ENGINEERING SERVICES Professional Services Contract Award: O.N. Stevens Water Treatment Plant Solids Handling and Disposal Facility Project Nicholas Wlnkelmann, P.E. Director of Water Systems and Support Services Corpus December 10, 2024 ccwsl.hhLWater°°rvingg t the Coastal Bend Background O.N. Stevens Water Treatment Plant (ONSWTP) uses conventional water treatment processes for removal of turbidity and naturally occurring organic matter which generates solid waste that is stored • Three on-site and four off-site lagoons store the solids p • Lagoons are filling at a greater rate due to increased water demand resulting in increased solidsy • The decant water from these lagoons has 1e Pmrliea1 e°Ip*nt the potential to cause water quality issues if lagoons are operated more than their 'a '' storage capacities t This current process of storing solids and dredging the lagoons is not efficient and effective. CCW2 Project Location within ONSWTP _ o 0 / N f � Fl m �l` The area circled in red is the project location CCW3 Scope of Work • Services including preliminary design, detailed design and bid phase services for a new solids handling facility at the O.N. Stevens Water Treatment Plant • Preliminary unit process to be considered and sized include: • Gravity thickeners and mixing tank(s) • Two-story dewatering facility with centrifuges, polymer system, roll-off dumpster area, office/control room and storage room • Condition assessment and improvements to existing sludge pumps and piping • Evaluate the requirements for one or more new solids pump stations, including wet well, pumps and piping • Additional upgrades for dredging equipment (repurpose existing dredging equipment owned by City or include a bid item for procurement of a new equipment) as needed • Electrical and instrumentation upgrades including a new PCR building and substation CCW_4 -Wd-- TypicalSolids Equipment ..._-•. _ �':' , � ^. - --->-. fir, �� 7=7 CCW-5 �.. 1 F - Solids Handling at Major Texas Utilities Twenty-two water treatment plants in Texas that serve populations greater than 250,000 and have I reated flows of at least 50MGD were reviewed. Sixteen of the twenty-two plants utilize a solids handling facility. Of the six remaining,two are in the planning stages to upgrade. SolidsUtility Name _190 . Austin Water Centrifuge facilities for processing at three WTPs City of Arlington Mechanical solids handling facilities at WWTP City of Fort Worth Mechanical solids handling facilities at WWTP Dallas Water Utilities Planning underway for a new solids handling facility in 2030 at one WTP El Paso Water Belt press facility for processing at WTP Laredo Belt press facilities for processing at two WTPs CCW_6 Staff Recommendation • Staff recommends approval of a professional services contract with Ardurra Group, Inc. in an amount not to exceed $4,789,425 for the ONSWTP Solids Handling and Disposal Facility Project • A new solids handling facility will effectively manage solids as CCW continues to improve the plant's reliable treatment capacity • Fiscal impact for CCW in FY 2025 is $4,789,425 with funding available from the Water Capital Fund • Currently the project has $3,000,000 budgeted for design • The $1,789,425 shortfall will becoming from $5,780,088 in construction cost savings from the Nueces Bay Boulevard and Poth Lane water line replacement project Project Schedule , , January-March March-August September-September Design A I Bid/Award Construction CCW-7 Thank you ! Corpus Christi Water- Serving the Coastal Bend se w a N "CORPOF I AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting December 10, 2024 DATE: December 10, 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 NickWa-cctexas.com (361) 826-1796 Josh Chronley, CTCD, Assistant Director of Finance & Procurement Joshc2Ca)-cctexas.com 361-826-3169 Professional Services Contract Amendment No. 2 ONSWTP Navigation Pump Station Improvements CAPTION: Motion authorizing a professional services contract amendment No. 2 with STV Inc., San Antonio, Texas, to provide design and construction phase services in the amount of$626,237.00 for a total restated fee not to exceed $2,157,002.00, with FY 2025 funding available from the Water Capital Fund. SUMMARY: This motion authorizes the approval of Professional Services Contract Amendment No. 2 to provide design services, including construction phase services, for the Navigation Pump Station Improvements Project. This amendment is necessary due to the added design scope resulting from electrical requirements, geotechnical and subsurface investigation, transmission main and piping upgrades, and foundation/baffle repairs on the original ground storage tanks. The Navigation Pump Station is located in Council District 1. BACKGROUND AND FINDINGS: The City of Corpus Christi owns the Navigation Pump Station (PS), located at 302 North Navigation Blvd, Corpus Christi, Texas, which consists of 2 - 10 MG ground storage tanks, three 350 HP booster pumping assemblies, control valves, and other associated equipment. The system was previously decommissioned in 2018 due to hydraulic integration challenges. During the initial design phase of this project, the analysis and investigation resulted in the need for additional scope to effectively complete design and ensure that the pump station achieves the reliability and resiliency goals that CCW has established for the project. The additional design scope specifically includes additional subsurface utility exploration and geotechnical work due to transmission line crossing of the Kansas City Southern Railroad, increase in the above ground station piping from twenty-four inch to thirty-six-inch diameter, adding approximately 3,100 linear feet of 36-inch transmission line, modifications to existing pump station piping and electrical equipment, and foundation repairs / baffles repairs of the two ground storage tanks. PROJECT TIMELINE: September—A riI Aril - June Jul - November Design Bid/Award Construction Project schedule reflects City Council award of design services in December 2024 with anticipated construction completion by November 2026. ALTERNATIVES: Council could choose not to award the amendment to STV, Inc. Not awarding the contract for professional services to STV, Inc., will delay necessary improvements and may affect the ability to satisfy the safety, operational, and regulatory requirements. FISCAL IMPACT: The fiscal impact to FY 2025 is an amount not to exceed $626,237 with funding available through the Water Capital Fund. Currently the project has $1,777,056 budgeted for design, the $379,946 gap between the budgeted amount and contract amount will be coming from $5,780,088 in construction cost savings from the Nueces Bay Blvd & Poth Lane water line replacement project. Funding Detail: Fund: WTRCP RR 032950 2023 (Fund 4487) Department: Water (45) Organization: Grants & Capital Projects Funds (89) Project: ONSWTP Navigation Pump Station Improvements (Project No. 22405) Account: Outside Consultants (550950) Activity: 22405-4487-EXP Amount: $626,237 RECOMMENDATION: Staff recommends approval of the professional services contract amendment No. 2 with STV, Inc., in an amount not to exceed $626,237.00 for the ONSWTP Navigation Pump Station Improvements project. The design phase will resume in December 2024 with anticipated completion by April 2025. LIST OF SUPPORTING DOCUMENTS: Location & Vicinity Maps Proposal CIP Page Presentation StN V November 21, 2024 Sandra L. Gomez, PE Engineer V City of Corpus Christi Engineering Services Department 1201 Leopard St. Corpus Christi, TX 78401 RE: Professional Services Fee Proposal-Amendment 2, Revision 4 Project 22405- ONSWTP Navigation Pump Station Improvements- Additional Scope Ms. Gomez, Per discussions during the 60% Design Phase Workshop and correspondence thereafter, STV will provide the additional design services for the ONSWTP Navigation Pump Station Improvements located at 302 North Navigation Blvd. The additional design services include: • Additional topographic survey for near the intersection of Padre Island Drive and Agnes St. needed for the tunnel bore beneath the KCS railroad. • Additional geotechnical exploration at the proposed KCS railroad crossing to design the crossing to the required depth of the KSC railroad. • Additional SUE work at the proposed location of the discharge line near Omaha Dr. to locate existing utilities where no as-built information is available. • Provide drawings and specifications to increase the size of the above ground supply piping near the existing ground storage tanks. From 24-inch diameter to 36-inch diameter. The increase in pipe diameter is needed to convey additional flows from the future desalinization plant. • Extending the 36"discharge line, from original tie-in point on Omaha Dr.,north on Omaha Dr. up to the intersection of Omaha Dr. and Leopard St. Additional length of the discharge line is approximately 3,100 linear feet. • Phase I Environmental Study for the extended 36" discharge line along Omaha Dr. • Phase II Environmental Study for the supply line along Agnes St. and the extended discharge line along Omaha Dr. • Resizing of the proposed VFDs for future/larger pumps that will convey additional flows from the proposed desalinization plant. • Evaluation to determine if the existing electrical system can accommodate the increased VFD size. Page 1 of 11 StN V • Additional drawings to relocate the new VFDs in the existing maintenance room. Relocation is needed due to clearance spacing of the existing electrical equipment not meeting code. • Additional evaluation of HVAC requirements and location of the proposed HVAC units needed due to relocation of the VFDs. • The addition of baffles in the Ground Storage Tanks. • Exploration to determine if leaking from the existing Ground Storage Tanks has caused undermining of the foundations. • Design of joint repairs for the existing Ground Storage Tanks. • The addition of CCW logos to the Ground Storage Tanks. A. SCOPE OF WORK STV, Inc. will provide the following additional professional services: BASE SERVICES Task 1: Proiect Management 1. Issue new and amend existing contracts with sub consultants relative to the additional scope of work task. 2. Perform project administrative duties to include progress monitoring, scheduling, correspondence, and office administration. 3. Submit monthly invoices with project status reports outlining activities during that billing period. Task 2: Design Coordination and Field Investigation 1. No additional work is associated with Task 2. Task 3: 60% Design 1. No additional work is associated with Task 3. Task 4: 90% Design 1. Perform a site visit to determine routing of electrical conduit to the new VFD location. 2. Perform additional evaluation and design for the larger VFDs and HVAC requirements 3. Provide additional drawings for the following: a. Bore plan for the KCS railroad crossing near Padre Island Drive. Page 2of11 StN V b. Replacement of the existing 24-inch above ground supply piping with 36- inch diameter pipe. c. Relocation of the new VFDs to the maintenance room and new conduit routing. d. Joint repairs for the Ground Storage Tanks. 4. Drawings and specifications for the Ground Storage Tank baffles. 5. Consultant will also make final field inspection with the City, make any needed plan changes as a result of the final field inspection and/or special easement acquisition considerations, and prepare construction documents as required to obtain construction permits. Task 5: 100% Design (Re2ulatory Review) Milestone Submittal 1. Incorporate City comments from the 90% Design Milestone submittal and prepare final signed and sealed plans and pertinent documentation for submittal to local, state, and federal agencies as well as other entities necessary to secure needed permits for construction. Anticipated permits needed prior to construction may consist of the following: a. Railroad Encroachment and Crossing Permits 2. Incorporate comments received from the regulatory review submittal and sign and seal the final Bid Document Package. The Bid Document Package shall be prepared in the format prescribed by the City that contains the following, including Bidding and Contracting Documents, Technical Specifications, Details, and Plans. Task 6: Bid Phase Services 1. Conduct bidding services as defined in the following subsections. a. Prepare and submit Advertisement for Bids for publication as directed by the City. City will pay advertising costs outside of this contract. b. Incorporate the addenda into conformed documents. Task 7: Construction Phase Services Services described below are in addition to the quantities in the original design contract. 1. Conduct up to three(3) additional periodic construction site visits. Site visit reports will be provided with each monthly invoice during construction. 2. Conduct up to six (6) additional construction progress meetings (virtual) and prepare meeting agenda, minutes, and action/decision items. Construction progress meetings are anticipated to be held on a once-per-month basis starting with Page 3 of 11 StN V mobilization by the contractor. Meeting minutes will be provided to CCW. 3. Provide responses to five (5) additional requests for information (RFIs) by the Contractor regarding the construction contract documents. 4. Review and respond to six (6) additional construction material submittals and shop drawings. 5. Prepare and furnish record drawings based on working drawings provided by the Contractor. Record drawings will be provided in pdf, Autocad, and City of Corpus Christi Utility Schema formats. SUPPLEMENTAL SERVICES The following tasks are additional services required to complete the project. All Supplemental Services will receive prior authorization from the City Project Manager prior to commencement. These additional services are to be provided by sub-consultants as appropriate. STV will be providing coordination and direction between CCW and each consultant for each Supplemental Service. The City of Corpus Christi will obtain all Rights of Entry along the route of the proposed water line replacement. 1. Topographic Survey: Conduct field surveys,utilizing radial tomography methods, at intervals and for distances and/or along the Project site as appropriate for modeling the existing ground, including locations of pertinent features or improvements. Locate buildings and other structures, streets, drainage features, trees over eight inches in diameter, visible utilities as well as those underground utilities marked by their owner's and/or representatives, and any other pertinent topographic features that may be present at and/or along the Project site. Establish control points for use during construction. Field survey data will be tied to the City's control network or other acceptable benchmarks. The extent of the survey will be sufficient for the proper design of the Project. 2. Additional Subsurface Utility Exploration along Omaha Dr. needed to identify underground utilities that may conflict with the extended 36-inch discharge line. SUE services will include Level B research and field survey locates,nine (9)Level A test holes, permitting, railroad flagger, and traffic control. 3. Geotechnical Analysis: Page 4of11 StN V a. Provide the necessary geotechnical analysis as needed to perform the design of the Project. Interpret the geotechnical data and provide the necessary engineering needed to inform potential bidders of trenching conditions, design thrust restraint, and develop trenchless applications in addition to other needs identified by the Consultant. b. Subsurface Exploration: Investigate subsurface conditions and characterize soil at the project area including up to four(4)test borings to a depth of twenty (20) feet deep, and four (4) bores to a depth of thirty (30) feet. The borings will be completed with a truck-mounted rig, equipped with flight augers and sampling tools. Soil samples in particular will be collected using Shelby tubes and/or split-spoon samplers. Field-testing of soil samples will include pocket penetrometer readings in the cohesive soils and Standard Penetration Tests (SPT)in cohesionless soils. c. Laboratory Tests: Laboratory index tests will be performed on select soil samples recovered from the test borings. The index tests will include Atterberg limits,percent passing the number 200 sieve,moisture content, and unconfined compression tests. d. Results of field data and laboratory data will be used to develop design and construction recommendations for the proposed waterlines and structural foundation for the new prefabricated disinfection building at the Navigation Pump Station. In general, the following items will be included in the report: site vicinity map, geology map, plan of borings, boring logs, field and laboratory test results summary, recommendations for open-cut installation of utility lines, pipe bedding and backfill recommendations, and general earthwork and select fill recommendations. e. This task assumes no site clearing will be required to access the borehole locations, street cut permits will not be required for drilling, and no work will be performed in the railroad. 4. GST Structural Evaluation: Preliminary investigation to include a visual evaluation of each tank foundation for cracks and assess the ability of different nondestructive testing techniques to locate voids below the foundations. Perform nondestructive testing to identify voids below the tank foundations. After an evaluation of the nondestructive testing, core holes may be drilled to determine the location of voids. A written report will be provided summarizing findings and provide recommendations for corrective actions. 5. Environmental Services: Conduct desktop studies, field investigations of entire alignment, and prepare reports necessary to meet clearance requirements for due diligence review including: a. Permitting Memorandum documenting compliance with Section 404 of the Clean Water Act,the Endangered Species Act, Texas Antiquities Act, and the Page 5of11 StN V National Historic Preservation Act, as necessary. Details of how each federal requirement is applicable would be detailed along with likely permits needed for construction of the project. b. Phase 1 Environmental Site Assessment(ESA) c. Prepare a desktop cultural review letter for coordination with Texas Historical Commission (THC). d. Develop recommendations for Archaeological Survey or Monitoring effort, if required. The following services may be needed during the project. If required, CP&Y will obtain authorization from the City of Corpus Christi prior to the start of work on any supplemental work: 6. Phase II Environmental Studies Soil Borinzs and Soil Analytical Testing Under the direction of a Braun Intertec field-geologist, a Texas-licensed water well driller will be subcontracted to advance up to 27 soil borings within the subject area, as shown on the attached figure. Eight(8) of the 27 soil borings will be converted into temporary 1-inch diameter monitoring wells for the purpose of groundwater sampling. Based on the anticipated project construction depths provided by STV, soil borings located along Agnes Street will be advanced using a direct-push drilling rig to a depth of 20 feet below ground surface (bgs)or until groundwater or refusal are encountered. Soil borings located to the northeast of Agnes Street will be advanced to a depth of approximately 10 feet bgs. If overhead utilities along Navigation Boulevard or Omaha Drive preclude the use of the drill rig,then a hand auger will be used to collect shallow soil samples. The five soil borings that will be converted into temporary monitoring wells will be extended to an approximate depth of 25 feet or up to 5 feet into the saturated zone. Soil samples collected from the soil borings will be visually and manually classified in the field by the field geologist using ASTM D2488"Standard Practice for Description and Identification of Soils (Visual- Manual Procedures)."The field geologist will also examine samples for unusual staining, odors, and other apparent signs of contamination. Soil samples will be recovered approximately every 2 feet and field screened via headspace readings for the presence of organic vapors using a photoionization detector(PID) calibrated to a 100 parts per million(ppm)isobutylene standard. Soil samples will be collected from the soil borings based on the field screening results or to evaluate soil conditions at depths where suspected contamination may be encountered based on the presumed source areas. The following sampling strategy has been devised to assess soils at the Site: Page 6 of 11 StN V ■ Up to 27 shallow soil samples (1 each from borings SB-01 through SB-27)will be selected for laboratory analysis based on the field screening results to be analyzed for volatile organic compounds(VOCs)using U.S. Environmental Protection Agency (EPA)Method 8260,total petroleum hydrocarbons(TPH)using Texas Commission on Environmental Quality(TCEQ)Method 1005, and Texas 11 metals using EPA Methods 6020/7471.Analysis of Texas 11 metals will provide data for Resource Conservation and Recovery Act(RCRA) 8 metals plus antimony,beryllium, and nickel,which may be useful for future soil waste disposal considerations. ■ If elevated TPH concentrations are reported,the two soil samples with the highest concentrations will be further analyzed for semi-volatile organic compounds (SVOCs) using EPA Method 8270. SVOC analysis will also be requested on the samples from SB- 14 and SB-15 based on the known SVOC impacts associated with Map 1D#36. ■ Soil samples collected from SB-14 and SB-15 will also be analyzed for PCBs using EPA Method 8082. ■ From each boring,a bottom soil sample will be collected and placed on hold at the laboratory for possible future analysis. This proposal assumes that up to three bottom soil samples maybe analyzed for one or more COCs. ■ Duplicate soil samples will be collected at a rate of 10% and analyzed for VOCs only for quality assurance/quality control. Note:Soil samples selected for the analysis of VOCs and TPH will be collected in accordance with EPA Method 5035 with sampling containers provided by the laboratory. The following table summarizes the COCs to be analyzed at each proposed soil boring location and is based on the information provided in the April 2024 Phase I ESA. Please refer to the attached"Site Map with Proposed Sample Locations" for proposed soil boring locations/numeration. Soil Boring ID Associated REC COC SB-01 - SB-06 Railroad Tracks VOCs, TPH,TX I Metals SB-07 Railroad Tracks,Map ID 923 VOCs, TPH,TX I Metals SB-08 - SB-I I Railroad Tracks VOCs, TPH,TX I Metals SB-12 Site Visit Concern 91 VOCs, TPH,TX I Metals SB-13 Site Visit Concern 41,Map ID 436,Ma ID#44 VOCs, TPH,TX11 Metals SB-14— SB-15 Map ID 936,Map ID#44 VOCs, SVOCs,TPH,TX I Metals,PCBs SB-16 Map ID 935,Map ID#27 VOCs, TPH,TX 11 Metals SB-17 through SB To be determined VOCs, TPH,TX 11 Metals 27 Note:soil boring locations are subject to change based on field conditions. Page 7of11 StN V Groundwater Monitorinz Well Installation & Groundwater Sampling As noted above,five of the soil borings will be converted to temporary groundwater monitoring wells at locations with the highest potential for groundwater impact due to associated RECs. The temporary monitoring wells (TMWs)will consist of up to 25 feet of f- inch diameter machine slotted PVC well pipe.Following the installation of the monitoring wells and assuming a sufficient amount of groundwater is present,Braun Intertec will attempt to purge each well using disposable bailers to allow more representative formation groundwater to freely enter the well casing. If sufficient water is present,groundwater samples will be collected using either disposable bailers or low-flow sampling procedures for the analysis of VOCs,TPH, and Texas I 1 Metals using approved EPA or TCEQ methods. Groundwater samples collected for metals analysis will be filtered in the field or by the laboratory prior to analysis. Braun Intertec will also collect up to two groundwater samples for SVOC analysis,based on field observations, and place the samples on HOLD pending TPH results. If elevated TPH concentrations are reported,the groundwater sample with the highest concentrations will be further analyzed for SVOCs. Groundwater samples collected from TMW-04 will be analyzed for SVOCs and PCBs,in addition to VOCs,TPH, and Texas 1 I metals. For QA/QC purposes,one duplicate water sample will be collected for VOC analysis only. Additionally,the cost to analyze one trip blank for VOCs is included in this proposal. The following table summarizes the COCs to be analyzed at each proposed TMW location and is based on the information provided in the April 2024 Phase I ESA. Please refer to the attached figures for proposed temporary monitoring well locations. If during drilling, soil core field screening indicates impact may extent into groundwater,Braun Intertec will consult with STV to consider advancing the boring into the saturated zone and installing and sampling an additional TMW at that location. SMT14I V ID Assamted REC COC SB-0 1W_01 Railroad Trwks,Map III 475 VOCs,TPH,TXl l -Meta s SB-07MML02 Railroad Tracks,Map ID;�i 3 VOCs,'IPH,TX11 Xletals SB-13MM7-03 S��Visit Concern 4 1 Wap D VOCs,TPH, T 11 Xletals SB-14 .iW 04 Map ID 936 VOCs, SVOCs, TPI-t T 1.I Metals,PCBs SB-16/tff-05 MV ID 435,Map Ili:0 VOCs,TPH,TX11 Metals SB-17 throe SB 27 To be determined VOCs TP TX11 Metals Following the collection of groundwater samples,the TMWs will be removed, and the borings will be properly plugged by the licensed driller within 48 hours of installation. Page 8of11 StN V Investigation Derived Waste Disposal Investigation Derived Waste (IDW)associated with the soil borings(soil cuttings) and groundwater sampling(purge/development water)will be temporarily stored in Department of Transportation(DOT) approved 55-gallon steel drums on Site (at the City of Corpus Christi water filtration facility on Navigation Boulevard)pending disposal.Following the Limited Phase II Investigation, soil waste characterization samples will be collected for VOCs,TPH, and Toxicity Characteristic Leaching Procedure (TCLP)for Texas I I metals. The analytical data from the groundwater sampling event will be used for waste characterization,with the addition of a waste characterization sample for reactivity, ignitability, and corrosivity(RCI). Once profiled,the drums will be transported off-Site to an appropriate disposal facility. This cost estimate assumes up to five drums profiled as a Class 2 non-hazardous waste will be disposed. Note:At this time, PFAS sampling for waste characterization is not required. Should disposal facility sampling requirements change to include PFAS, additional testing may be required and transportation, disposal location, and costs may be affected. Limited Phase II Investigation Report Braun Intertec will compare the analytical results to the TCEQ's Texas Risk Reduction Program (TRRP)Tier I protective concentration levels and present the results of the sampling activities in a Limited Phase II Investigation report. The report will detail the sampling results,conclusions, and recommendations, if needed,to assist with project construction and a regulatory path forward. Soil boring logs and other components with geologic interpretation will be reviewed and sealed by a Texas-licensed Professional Geoscientist. 7. Easement Acquisition Support: Provide mapping, conveyance instruments, and legal descriptions as required for preparing up to five (5) Right of Way/Easement acquisition documents for the City's use in acquiring easements on properties along the project alignment. Documentation will include an individual tract map with description of temporary and permanent acquisition for each property. The permanent water line easements, temporary construction easements, and access easements required will be acquired by the City under a separate contract. 8. Design of new switchgear: Task scope will be determined after resizing of the vfds. 9. Provide GIS data to include alignment of the supply and discharge lines from the Navigation Pump Station. STV will coordinate with the City of Corpus Christi GIS department. 10. On-Call Modeling Support: Provides additional On-Call Modeling Support as authorized by CCW. Page 9of11 StN V B. DELIVERABLES CP&Y will submit the following: • 90% Design Milestone Submittal 0 90% Design Plans in electronic(.pdf)format 0 90% Design technical specifications "front end" documents and special provisions in electronic (.pdf) format 0 90% Design EOPCC (AACE Class 2)in electronic (.pdf) format 0 90% Preliminary Construction Schedule in electronic (.pdf)format • 100% Design Milestone Submittal (For Regulatory Review and Bidding) 0 100% Design Plans (Signed and Sealed) in electronic (.pdf) format 0 100% Design technical specifications "front end" documents and special provisions in electronic (.pdf) format(Signed and Sealed) 0 100% Design EOPCC (AACE Class 2) in electronic (.pdf) format 0 100% Construction Schedule in electronic (.pdf)format • Conformed Documents incorporating Addenda in electronic (.pdf) format • Record drawings based on working drawings provided by the Contractor. C. SCHEDULE Additional services described in this proposal will add 150 days to the 90% design phase when NTP is given. Rights of Entry are a critical path for field work and may delay the schedule if not obtained in a timely manner. A revised schedule will be provided when NTP is given by CCW. D. FEE SUMMARY The attached Design Fee Spreadsheet contains a detailed list of tasks along with hours and fees associated with each task. Table D-1 below provides a summary of the Base Services design fees and Supplemental Services for the project. Page 10 of 11 StN V Table D-1: Amendment 2-Design Fee Summary Task Fee Task 1-Project Management $5,942.00 Task 2- Task 3 Not Used Task 4- 90% Design Phase $147,850.00 Task 5- 100% Design $53,670.00 Task 6- Bid Phase $8,660.00 Task 7- Construction Phase (Time and Material) $47,280.00 Sub-Total Base Services: $ 263,402.00 Task Fee Task 8- Supplemental Services $362,835.00 Sub-Total Additional Services: $362,835.00 Total Base and Additional Services: $626,237.00 Respectfully Submitted, STV Inc. Ted Stawasz, PE Vice President Cc: Marisa Vergara, PE Attachment: Fee Proposal Sub-Consultant Proposals Page 11 of 11 -M6— ...... mom nommeen 22 imim imip! sommi none nomm FEW poom Innii issommos�sm iiinnnn�n I mom momm mom ims" efee ins how inn A77: VG .......... 4MI.- Ono FEW FRF_ FWMI --I 263,402.00 362,835.00 Total Fees $ 626,237.00 E _ dm rol"r0wo.COrWLING May 21, 2024 STV, Inc Attn: Ted Stawasz Office: 210.494.8004 Re: CC Navigation PS Improvements—Additional Survey Scope Change Order Dear Mr. Stawasz, In accordance with your request, International Consulting Engineers(ICE)is pleased to furnish the following proposal for change order regarding railroad ROW topographical survey, additional topographical survey on Navigation to Leopard, and additional topographical survey on Omaha to Leopard for the new supply waterline,the Navigation PS Site,and a new discharge line. Following is the detailed scope of work proposed for this project. Services • Meetings and Coordination with railroad personnel and City of Corpus Christi • Railroad ROW permitting and training • Railroad flagger personnel • Traffic control measures for surveying • Additional survey within railroad ROW from N.P.I.D. to Hereford Rd. ■ Additional survey on Navigation from PS Site to Leopard St. including 20' outside road ROW, utilities, manholes, manhole inverts and other features within survey area • Additional survey on Omaha from PS Site to Leopard St. including 20' outside road ROW,utilities, manholes, manhole inverts and other features within survey area It Proposed Fee: $29,038.00 ICE will provide the aforementioned scope of work for the amount of$29,038.00 (Twenty-Nine Thousand Thirty-Eight Dollars and No Cents). Exclusions, clarifications, and assumptions of service: ■ Client will provide ICE access to job site • Survey to take place within railroad ROW once railroad permit approved and flaggers assigned ■ Survey at Leopard St intersections to extend 100' north of intersections ■ Construction services are not included in this proposal Survey plat, construction inspections, or any other services not listed in proposal can be billed at an hourly rate or via separate contract ■ No additional work will be performed unless approved by client P.O.Box 270141 • Corpus Christi,TX 78427 • Ph 361.826.5805 • Fax 361.826.5806 • TBPE Firm#F-10837 Page 1 of 2 was" UE r,'n_.,..... rr .s.: r Ec3 We appreciate the opportunity to be of service. Should you have any questions concerning this proposal,please do not hesitate to contact Jesus J.Jimenez at(361)826-5805 at JJ(ikJcenainecrs.net Sincerely, AGREED AND ACCEPTED; International Consulting Engineers Name: Title: J us imenez,PE,CFM Project Manager Signature: P.O.Box 270141 • Corpus Christi,TX 78427 • Ph 361.826.5805 • Fax 361.826.5806 • TBPE Firm#F-10837 Page 2 of 2 NOU E ... 0 GEOTECHNICAL ENGINEERING • CONSTRUCTION MATERIALS ENGINEERING &TESTING • SOILS • ASPHALT• CONCRETE SUPPLEMENTAL AUTHORIZATION FORM May 29, 2024 Client: STV Infrastructure Project: NAVIGATION PUMP 12500 San Pedro, Ste 450 STATION IMPROVEMENTS San Antonio, Texas, 78216 Navigation Boulevard Attn: Mr. Ted Stawasz Corpus Christi, Texas UES Professional Solutions 45, LLC d/b/a Universal Engineering Sciences (UES), formerly known as Rock Engineering and Testing Laboratory, LLC, (TBPE Firm No. 2101) is, a UES Company, (TBPE Firm No. 2101) is pleased to submit this Supplemental Authorization No. 1 (Revision 1) to our original geotechnical report No. G123479 and provide additional Geotechnical Engineering Services for the subject project. Scope and Fee Based on information provided in a recent discussion with Mr. Ted Stawasz of STV Inc. on or about May 7, 2024, we understand that STV is close to finalizing the route for the new water supply line for the CCW Navigation PS Improvements project. The KCS railroad requires the new line to be installed 15 feet below the top of the existing railroad. The original borings that were performed during the initial Geotechnical Investigation are not deep enough, so the client is requesting an additional 3 borings to depths of 30 feet. In addition, the project will include the installation of a new discharge waterline along Omaha Drive. Therefore, we are providing this Supplemental Authorization No.1 to perform additional one (1) boring to a termination depth of 30 feet along Omaha Drive drilling, and four (4) borings to termination depths of 20 feet at or near the client provided locations. Further detail is provided below. - Drill three (3) borings to a depth of 30 feet at the client provided locations along Anges Street and perform laboratory testing, - Perform four (4) borings to termination depth of 20 feet and one (1) boring to a termination depth of 30 feet at the client provided locations within the discharge waterline alignment along Omaha Drive. - A general discussion of the soils encountered, and - Bedding, backfill, trench support, and dewatering recommendations. The total fee to perform the adjusted scope of work outlined above is as follows. May 29, 2024 Supplemental Authorization No. 1 (Revision 1) STV Infrastructure Corpus Christi, Texas UES Project No. G123479 Page 2 of 2 Drilling Fees Drilling Rig Mobilization/ Demobilization each 1 $365.00 $365.00 Support Truck per day 2 $80.00 $160.00 HSA and SS Drilling < 50' per foot 200 $24.00 $4,800.00 Boring Location Marking (Program Manager) per hour 2 $115.00 $230.00 One Call Submittal (Program Manager) per hour 1 $115.00 $115.00 Coordination (Program Manager) per hour 2 1$115.00 $230.00 Drilling Logger per hour 16 1$105.00 $1,680.00 Total Drilling Fees $7,580.00 Laboratory Fees Description and Moisture each 64 $13.00 $832.00 Percent Finer than No. 200 Sieve Tests each 25 $82.00 $2,050.00 tterberg Limits Test each 20 $72.00 $1,440.00 Unconfined Compression Strength Tests each 6 $69.00 $414.00 Total Laboratory Fees 1$4,736.00 lEngineering and Report Fees Senior Engineer per hour 4 $180.00 $720.00 EIT per hour 10 $125.00 $1,250.00 Boring Logs (admin) per hour 4 $52.00 $208.00 Report Preparation (admin) per hour 2 $52.00 $104.00 Total Engineering and Report Fees 1$2,282.00 Project Grand Total 1$14,598.00 The terms and conditions associated with the original contract will remain valid for this supplemental service. If you are in agreement with the information presented in this Supplemental Authorization No. 1 (Revision 1), please authorize us to proceed by signing in the space provided below and returning one copy to us. Sincerely, James P. Bauer, P.E. Branch Manager By Print Date 6817 Leopard St I Corpus Christi,TX 784091 ph 361-883-4555 TeamUES.cam ATTACHMENT"B"-FEE SCHEDULE Corpus Navigation Pump Station-QLA/B-STV SA SUE Services STV,Inc. 511612024 SUE QUALITY LEVEL"B" LABOR ENGINEER/ Sr.PROJECT SUEPROJECT FIELDCREW UTILITY CADD CLERICAL TOTAL LABOR COSTS CLASS. RPLS MANAGER MANAGER MANAGER TECH TECH SUPPORT HOURS $260.00 $220.00 $165.00 $165.00 $130.00 $130.00 $95.00 Records Research 0.0 0.0 0.0 0.0 20.0 0.0 0.0 20.0 Production/Review(per ASCE 38-22)of CCU'Plan Deliverables 2.0 0.0 8.0 0.0 0.0 20.0 0.0 30.0 Project Meetings/Safety Orientation 0.0 0.0 0.0 5.0 0.0 0.0 0.0 5.0 Permit Coordination/Acquisition 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Contract Administration 0.0 3.0 0.0 0.0 0.0 0.0 1.0 4.0 SUBTOTAL HOURS 2.0 3.0 8.0 5.0 20.0 20.0 1.0 59.0 SUBTOTAL DOLLARS $520.00 $660.00 $1,320.00 $825.00 $2,600.00 $2,600.00 $95.00 $8,620.00 SUBSURFACE UTILITY ENGINEERING COSTS CITY CITY RATE UN IT I UNIT TOTAL Designating(2-Man Crew&Equipment)-Quality Level B 18.0 $ 195.00 per hour per hour $3,510.00 Survey of QL"B" Surveying(2-Man Crew,GPS Equipment&Processing) 0.75 $ 1,950.00 per day per day $1,462.50 SUBTOTAL DOLLARS $4,972.50 TOTAL ESTIMATED QUALITY LEVEL"B"FEE $13,592.50 SUE QUALITY LEVEL"A" LABOR Sr.PROJECT Sr.PROJECT SUE PROJECT FIELD CREW UTILITY CADD CLERICAL TOTAL LABOR COSTS CLASS. MANAGER MANAGER MANAGER MANAGER TECH TECH SUPPORT HOURS $260.00 $220.00 $165.00 $165.00 $130.00 $130.00 $95.00 Records Research 0.0 0.0 0.0 0.0 4.0 0.0 0.0 4.0 Production/Reviewof QL"A"Deliverables 2.0 0.0 7.0 0.0 0.0 18.0 0.0 27.0 Project Meetings/Safety Orientation 0.0 0.0 0.0 4.0 0.0 0.0 0.0 4.0 Permit Coordination/Acquisition 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Contract Administration 0.0 3.0 0.0 0.0 0.0 0.0 1.0 4.0 SUBTOTAL HOURS 2.0 3.0 7.0 4.0 4.0 18.0 1.0 39.0 SUBTOTAL DOLLARS $520.00 $660.00 $1,155.00 $660.00 $520.00 $2,340.00 $95.00 $5,950.00 Locating(Quality Level"A"-Test Holes) 0 feet to 5.00 feet 5 $ 1,300.00 per hole $6,500.00 over 5.00 feet to 8.00 feet 4 $ 1,600.00 per hole $6,400.00 over 8.00 feet to 11.00 feet 0 $ 1,900.00 per hole $0.00 over 11.00 feet to 14.00 feet 0 $ 2,200.00 per hole $0.00 Greater th an 14 ft(per foot) 0 $ 300.00 per hole $0.00 Depths over 14 feet are an additional cost of$300 per foot. Designating(2-Man Crew&Equipment)-Quality Level A 4.5 $ 195.00 per hour $877.50 Mob-Demob Fee 1 $ 1,000.00 each $1,000.00 Survey of QL"A" Surveying((2-Man Crew,GPS Equipment&Processing) 1.00 $ 1,950.00 per day $1,950.00 SUBTOTAL DOLLARS $16,727.50 TOTAL ESTIMATED QUALITY LEVEL"A"FEE $22,677.50 DIRECT EXPENSES Permitting Railroad Permit 1 $ 2,000.00 each $2,000.00 Railroad Flagger 2 $ 1,350.00 each $2,700.00 TxDOT Permit 1 $ 600.00 each $600.00 Traffic Control Single Lane Closure-Daily Rate(Includes Warning Signs&Cones,Arrow Board,Delivery& Pickup)-Traffic Control only billed if utilized 1 $ 2,450.00 each $2,450.00 Per Diem(perday for 2 man crew) 6 $ 100.00 per day $600.00 Hotel(2 rooms per night) 5 $ 300.00 each $1,500.00 TOTAL ESTIMATED DIRECT EXPENSE DOLLARS $9,850.00 TOTAL COMBINED ESTIMATED FEE $46,120.00 1 of 1 STV NAVIGATION PUMP STATION ADDITIONAL SCOPE ITEMS PHASE I-ENVIRONMENTAL PERMITS AND APPROVALS POSITION Environmental Field Environmental GIs Admin SubConsultant Total Cost DESCRIPTION Pd.Manager Biologist II Specialist Tech Cost Labor hrs. LABOR RATES $200.00 $110.00 $85.00 $95.00 $85.00 1 Jurisdictional Waters and Wetlands a Desktop Review 1 2 4 4 11 $1,140.00 b Field Delineation 1 4 4 9 $980.00 c JD Report Addendum 1 8 3 12 $1,365.00 Jurisdictional Waters and Wetlands Hours Subtotal 3 14 8 7 0 32 Jurisdictional Waters and Wetlands Cost Subtotal $600.00 $1,540.00 $680.00 $665.00 $0.00 $ - $3,485.00 2 Threatened and Endangered Species a Desktop Review 1 1 4 2 8 $840.00 b Field Survey 1 4 4 9 $980.00 c Habitat Report Addendum 2 12 3 17 $2,005.00 Threatened and Endangered Species Hours Subtotal 4 17 8 5 0 34 Threatened and Endangered Species Cost Subtotal $800.00 $1,870.00 $680.00 $475.00 $0.00 $ - $3,825.00 3 Phase ESA a Desktop Review 1 4 1 6 $635.00 b Field Survey 1 3 4 8 $870.00 c Phase I ESA Report Addendum 4 24 6 1 35 $3,495.00 Threatened and Endangered Species Hours Subtotal 6 3 32 7 1 49 Threatened and Endangered Species Cost Subtotal $1,200.00 $330.00 $2,720.00 $665.00 $85.00 $ $5,000.00 4 Cultural Resources Desktop Review a Cultural Resources Desktop Review 2 2 $ 3,600.00 4 $4,170.00 Cultural Resources Desktop Hours Subtotal 2 0 0 0 2 4 Cultural Resources Desktop Cost Subtotal $400.00 $0.00 $0.00 $0.00 $170.00 $ 3,600.00 $4,170.00 HOURS SUB-TOTALS 15 34 48 19 3 119 BILLA BL E RATE PER HOUR LABOR BURDEN&OVERHEAD $200.00 $110.00 $85.00 $95.00 $85.00 TOTAL $3,000.00 1 $3,740.00 1 $4,080.00 1 $1,805.00 1 $255.00 1$ 3,600.00 1 1 $12,880.00 TOTAL LABOR $12,880.00 TOTAL EXPENSES $ 785.00 TOTAL SUBCONSULTANT $ 3,600.00 TOTAL EFFORT $17,265.00 SWCA I Change Order No. 1 —O.N. Stevens Water Treatment Plant Navigation Pump Station Improvement Project, Nueces County Texas Project. San Antonio Office 4949 N Loop 1604 W,Bldg 2,Suite 235 San Antonio,Texas 78249 Tel 210.877.2847 Fax 210.877.2848 May 31, 2024 Amy Stubbs Esguerra STV, Inc. 12500 San Pedro, Suite 450 San Antonio, Texas 78759 Email: Amy.Esguerra@stvinc.com Re:Change Order No. 1 — O.N. Stevens Water Treatment Plant Navigation Pump Station Improvement Project, Nueces County Texas Project. SWCA No. 82927 Dear Amy Esguerra: SWCA i=nvironmental Consultai, (SWCA) respectfully submits this Change Order proposal to STV, Inc. (STV) in support of the O.N. Stevens Water Treatment Plant Navigation Pump Station Improvement Project (project) in Nueces County, Texas. This is an amendment to the original services agreement dated February 2, 2024. The change order request includes additional support services outlined below: • The project area expanded beyond the originally proposed upon location to include an additional 0.6 mile (1.0 kilometer [km]) of right-of-way along Navigation Boulevard between Agnes Street and Leopard Street, as well as an additional 0.5 mile (0.8 km) of right-of-way along Omaha Drive between Southview Drive and Leopard Street. • The additional project activities will take place within a corridor measuring approximately 50 feet (15.2 meters [m]) in width with the maximum ground disturbing activities to occur within an approximately 7-foot- wide (2.1-m) opencut trench excavated to a depth of 10 feet (3.0 m) below ground surface. If an opencut trench is not feasible, the proposed project may include horizontal directional boring to a minimum of 5 feet (1.5 m) below ground surface and a maximum of 10 feet (3.0 m) below ground surface. To accommodate minor deviations and additional temporary workspaces, SWCA anticipates a 100-foot-wide (30.5-m) corridor spanning a total of 13.3 acres (5.4 hectares). Due to the project expansion, SWCA will complete a preliminary review of background information and available resources for the approximately 1.1 miles (1.8 km) of additional project area to provide a baseline understanding of the project with regard to potential impacts on known cultural resources and recommendations within the appropriate regulatory framework. This review is not based on field observations. SWCA will complete the cultural resources background review based on the same methods described within the proposal dated February 2, 2024. To complete these efforts, SWCA is therefore requesting an additional $3,600.00 for the expansion to the originally proposed project area. SWCA looks forward to continuing to assist STV with the O.N. Stevens Water Treatment Plant Navigation Pump Station Improvement Project. If the above terms and conditions appear acceptable, please send SWCA an STV standard agreement for the above requested amount. If you have any questions or require any additional information, please do not hesitate to contact me by phone at 210-798-3470 or email at Lau ra.Clarka-swca.com. Sincerely, Laura Clark CR Team Lead, San Antonio, Texas Page11 SWCA I Change Order No. 1 —O.N. Stevens Water Treatment Plant Navigation Pump Station Improvement Project, Nueces County Texas Project. SWCA Standard Rate Schedule 2024 LABOR CATEGORIES AND BILLING RATES Environmental Consulting Services Cultural;Resources GraphicsIMedia Production Environmental Resources G I SYGADD Resources Paleontology Technical WritInWEdrfing Scienr:Jff c Resources TriainingfFacilitating Planning Resources Air Quality Specialist I................................................... $77.00 Specialist IX.................................................... 51159.00 Speciaiist 11.......... .............................. ... - $91-00 SpecialistX ............... ........ ................. S1 fl.9.00 Specialist flI............... .................................. $104-00 Specialist XI....................................... .......... S207.00 Specialist IV......................................... ...... $11400 Specialist X11 .......................................... ....... $226.00 Specialist V................................................. $123-00 Subject Matter Expert I..................................... S230.00 Specialist VI-........ ................... ........ ......... $137-00 Subject Matter Ex pe it 11...............—.................. 5242.00 Specialist VII................................................ $14700 Subject Matter Expert I I I................................... S268.00 SpecialistvIll................................................ $158.00 Subject Matter Expert IV................................. S293.00 Engineering and Special Services(Tier 1) Specialist IV.................................................... $12300 Specialist X ................................................ $20700 Specialist V..................................................... $137-00 SpeciaMst XI................................................. $226.00 Specialist VI.................. ............................... $14700 Specialist XII................................................. $24200 Specialist VII................................................... $159-00 Subject Matter Expert I............ ....................... $242.00 Speciallist VII I.................................................. $169-00 Subject Matter Expert 11........... ........................ $252.00 Specialist IX................................................... $189-00 Subject Matter Expert III......................................_ $278.00 Subject Matter Expert IV---------------------------------------- $30500 Direct expenses are subject to a 15%administrative markup and subcontractor expenses are subject to a 20%administrative markup.These rates do not appty to depositions ortesti monies at administrative li-p-arings and trim.Such activities fall under our Expert Witness rates,which vary by state. A communication2clata fee is invoiced at a rate of 3%of laborto cover such expenses(i.e.:cell phones,data pram,faxes,etc.). Overtime is invoiced at 1.2 times standard rates. All overtime must be approved in writing by client. C lient shall pay overfirne for all hours worked in excess of forty hours per week. Client shall not pay overtime rates for Contractor's maned employees. Per Diem is billecatthe GSA rate in place at the time of billing.Mileage is billed at the IRS mileage rate in place at the time of biding_ Lastrevised 12.07.2D23 Page I Page 12 BRA 1J N Braun Intertec Corporation Phone:512.493.9691 2105 Donley Dr.,Suite 400 Fax: 512.493.9693 N T E RT E C Austin,TX 78758 Web: braunintertec.com The Science You Build On. July 16, 2024 Ms. Amy Esguerra STV, Inc. 500 North Shoreline Boulevard, Suite 608 Corpus Christi, Texas 78401 Re: Proposal for Limited Phase II Investigation—Revision 2 Corpus Christi Navigation Pump Station Improvements Corpus Christi, Nueces County, Texas Dear Ms. Esguerra: Braun Intertec Corporation is pleased to present this revised proposal to conduct a Limited Phase II Investigation at the Corpus Christi Navigation Pump Station Improvements project located on approximately 21.6 acres of land primarily along Agnes Street and extending north along Navigation Boulevard and Omaha Drive past Leopard Street in Corpus Christi,Texas (subject property or Site). The objective of the Limited Phase II Investigation is to evaluate soil and groundwater which may be affected by recognized environmental conditions (RECs) identified in a Phase I Environmental Site Assessment (ESA) completed by STV in April 2024 and additional RECs likely to be identified by STV, Inc. in association with the northern extensions of the proposed water line. This proposal will outline the Scope of Services and provide estimated costs for the proposed work.The proposal has been revised based on additional information provided regarding the location of the railroad right-of-way and proposed pipeline corridor. Background In the April 2024 Phase I ESA, STV identified the following RECs, which are summarized here (see the full April 2024 Phase I ESA for more details): • One railroad has existed within the subject property since at least 1925 and is considered to have a high potential to impact the subject property. Railroads can result in soil and/or groundwater contamination of the subject property and surrounding areas due to the historical use of metals within the railroad tracks. Therefore, the existence of a railroad within the subject property is considered to be a REC. • Map ID#75, identified as Gulf Iron Works Corpus Christi at 211 McBride Lane, is considered a historical REC with moderate potential to impact the site in the STV Phase I ESA based on the reported release from the LPST and UST site that received final concurrence and case closure in July 1997. The UST was removed, and it was determined that a major or minor aquifer was impacted. During the Phase I ESA field investigation, the facility appeared to be a large industrial facility. • Map ID#23, although not identified as a REC, was described as a facility of"Moderate Concern" in the 2024 Phase I ESA. Map ID#23, identified as Texas Industries/Corpus Christi Concrete Product at 5330 Agnes Street, is listed in several databases, including IHW GENERATOR, LPST, STV, Inc Limited Phase 11 Investigation Corpus Christi Navigation Pump Station July 16, 2024 Page 2 and UST, in the ERIS Radius Report. The property is located approximately 79 feet to the north of the subject property at a slightly upgradient hydrological position. The facility is currently an automobile salvage yard and historically operated as an industrial facility beginning in the 1950s. During the removal of two diesel USTs in 1992, a release was reported that impacted groundwater. Final concurrence was reportedly issued for the property, and the case was closed on September 12, 1997. Considering the current and historical uses of property, this site has a moderate potential to impact the subject property. • Site Visit Concern #1 identified as "Apparent Metals Recycler." During the site reconnaissance, one apparent metal recycling facility was observed adjoining to the south of the portion of the subject property near the O.N. Stephens Water Treatment Plant (ONSWTP) Navigation Pump Station and appeared to be actively disposing solid waste to the property. The existence of this apparent dump site to the south of the subject property has a high potential to impact the subject property and is considered to be a REC. • Map ID#36, identified as Commercial Metals Company at 4614 Agnes Street, is identified in multiple databases, including Groundwater Contamination Case (GWCC) and Voluntary Cleanup Program (VCP), in the ERIS Radius Report. The property is located adjacent to the east of the subject property at a cross-gradient hydrological position. The site was formerly agricultural land with apparent oil/gas exploration and associated onsite ASTs between 1951 and 1960 and was formerly developed as an industrial facility and apparent landfill between 1960 and 2016. According to ERIS, a 2008 Affected Property Assessment Report (APAR) identified the presence of total petroleum hydrocarbons (TPH), benzo-a-pyrene, lead, arsenic, and polychlorinated biphenyls (PCBs) in groundwater. Following onsite remedial action, the TCEQ granted the facility with a Conditional Certificate of Completion on April 1, 2016, due to the site attaining the Texas Risk Reduction Program Remedy Standard B commercial/industrial land use standards for all evaluated pathways. STV identified the site as a controlled REC with a high potential to impact the subject property based on proximity, documented groundwater impact, and the potential for migration of contaminants onto the subject property. • Map ID#44, identified as Heldenfels Construction Materials at 101 Omaha Drive, is listed in several environmental databases including Industrial & Hazardous Waste (IHW) Corrective Action. The property is located approximately 0.1 mile to the east of the subject property at a cross-gradient hydrological position. The facility was entered into the IHW Corrective Action database on November 22, 2002, and is currently listed as inactive with a "transferred" status on July 27, 2006. Considering distance from the subject property, anticipated onsite contamination due to database report analysis, lack of documentation regarding subsurface investigation, and the length of time that the property has operated as an industrial property, this facility has a high potential to impact the subject property and is considered to be a REC. • Map ID#35, identified as Johnston N R Electric Inc. at 4717 Westway, is listed in the GWCC database. The property is located approximately 0.05 mile to the northeast of the subject property at a slightly upgradient hydrological position.According to ERIS, the facility reported a groundwater contamination event on May 18, 1992, that involved gasoline. During the field investigation, the facility appeared to be an industrial/commercial facility. Considering the distance from the subject property and documented groundwater impact, STV identified the site as a REC with a high potential to impact the subject property. • Map ID#27, identified as Braselton Construction at 322 Omaha Drive, is identified as an LPST and UST site in the ERIS Radius Report. The property is located approximately 0.03 mile to the northeast of the subject property at a cross-gradient hydrological position. During the removal BRAUN INTERTEC STV, Inc Limited Phase 11 Investigation Corpus Christi Navigation Pump Station July 16, 2024 Page 3 of USTs in 1991, a release was reported to have impacted soil and groundwater samples with benzene,toluene, ethylbenzene, and xylenes (BTEX) and TPH. Based on the historical and current use of the property and surrounding areas for industrial purposes, TCEQ determined that corrective action requirements were completed, and a No Further Action Letter was issued on March 1, 1996, thus closing the case. During the field investigation, the facility appeared to be an industrial/commercial facility. Based on the regulatory closure status, STV identified the site as a controlled REC with a moderate potential to impact the subject property. Note:Additional RECs are anticipated to be identified by STV, Inc. during the additional Phase I ESA for the extension of water lines north along Navigation Boulevard and Omaha Drive. Scope of Services The RECs described in the April 2024 Phase I ESA and those anticipated to be identified in the supplemental Phase I ESA have the potential to impact soil and/or groundwater at concentrations exceeding residential land use standards and could pose a concern for construction workers.The proposed scope of services includes soil and groundwater sampling to assess chemicals of concern (COC) concentrations at the Site.The specific tasks are described below. Task 1 — Project Management, HASP, & Utility Clearance This task includes project management time during the period of the project and for communicating the status of the project with the Client. A site-specific Health and Safety Plan (HASP) will be prepared prior to the initiation of site work. A portion of the proposal work will take place adjacent to the active railroad along the north side of Agnes Street, operated by CPKC. Based on currently available information, the proposed borings will be installed on City of Corpus Christi property or rights-of-way. No railroad safety training or coordination is included in this proposal. Should any of the proposed borings require access to the railroad right-of-way, additional costs associated with Right-of-Entry permitting and flagging services will be addressed with a change order. This proposal also assumes no traffic control or lane closures will be required to perform the work along or near Agnes Street. If additional training or traffic control is required, a change order for the additional costs will be prepared. Braun Intertec will contact Texas811 and arrange for notification of the appropriate utility vendors to mark and clear the proposed soil boring locations of public underground utilities.You, or your authorized representative, are responsible to notify Braun Intertec before work begins of the presence and location of any underground features or private utilities that are not the responsibility of public agencies. In addition to the Texas811 locate request,this proposal includes the use of a private utility locator service to avoid damage to underground utilities or other subsurface obstructions. Braun Intertec will meet the private utility locator at the Site to review proposed boring locations and evaluate each location for the presence of subsurface obstructions using ground penetrating radar. Sampling locations (described in Task 2 below) will be adjusted in the field, if needed, based on the results of the utility locate service. Evaluation of the proposed boring locations by the private utility locate service is expected to take 3 field days to complete. BRAUN INTERTEC STV, Inc Limited Phase 11 Investigation Corpus Christi Navigation Pump Station July 16, 2024 Page 4 Task 2 — Subsurface Investigations Soil Borings and Soil Analytical Testing Under the direction of a Braun Intertec field-geologist, a Texas-licensed water well driller will be subcontracted to advance up to 27 soil borings within the subject area, as shown on the attached figure. Eight (8) of the 27 soil borings will be converted into temporary 1-inch diameter monitoring wells for the purpose of groundwater sampling. Based on the anticipated project construction depths provided by STV, soil borings located along Agnes Street will be advanced using a direct-push drilling rig to a depth of 20 feet below ground surface(bgs) or until groundwater or refusal are encountered. Soil borings located to the northeast of Agnes Street will be advanced to a depth of approximately 10 feet bgs. If overhead utilities along Navigation Boulevard or Omaha Drive preclude the use of the drill rig, then a hand auger will be used to collect shallow soil samples. The eight soil borings that will be converted into temporary monitoring wells will be extended to an approximate depth of 25 feet or up to 5 feet into the saturated zone. Refer to the attached figure for the approximate proposed boring and temporary well locations. Actual boring and temporary well locations are subject to change based on utility survey data and supplemental Phase I REC information. Soil samples collected from the soil borings will be visually and manually classified in the field by the field geologist using ASTM D2488 "Standard Practice for Description and Identification of Soils (Visual- Manual Procedures)." The field geologist will also examine samples for unusual staining, odors, and other apparent signs of contamination. Soil samples will be recovered approximately every 2 feet and field screened via headspace readings for the presence of organic vapors using a photoionization detector(PID) calibrated to a 100 parts per million (ppm) isobutylene standard. Soil samples will be collected from the soil borings based on the field screening results or to evaluate soil conditions at depths where suspected contamination may be encountered based on the presumed source areas. The following sampling strategy has been devised to assess soils at the Site: ■ Up to 27 shallow soil samples (1 each from borings SB-01 through SB-27)will be selected for laboratory analysis based on the field screening results to be analyzed for volatile organic compounds (VOCs) using U.S. Environmental Protection Agency (EPA) Method 8260, total petroleum hydrocarbons (TPH) using Texas Commission on Environmental Quality (TCEQ) Method 1005, and Texas 11 metals using EPA Methods 6020/7471. Analysis of Texas 11 metals will provide data for Resource Conservation and Recovery Act(RCRA) 8 metals plus antimony, beryllium, and nickel, which may be useful for future soil waste disposal considerations. ■ If elevated TPH concentrations are reported, the two soil samples with the highest concentrations will be further analyzed for semi-volatile organic compounds (SVOCs) using EPA Method 8270. SVOC analysis will also be requested on the samples from SB-14 and SB-15 based on the known SVOC impacts associated with Map ID#36. ■ Soil samples collected from SB-14 and SB-15 will also be analyzed for PCBs using EPA Method 8082. ■ From each boring, a bottom soil sample will be collected and placed on hold at the laboratory for possible future analysis. This proposal assumes that up to six bottom soil samples may be analyzed for one or more COCs. BRAUN INTERTEC STV, Inc Limited Phase 11 Investigation Corpus Christi Navigation Pump Station July 16, 2024 Page 5 ■ Duplicate soil samples will be collected at a rate of 10%and analyzed for VOCs only for quality assurance/quality control. Note:Soil samples selected for the analysis of VOCs and TPH will be collected in accordance with EPA Method 5035 with sampling containers provided by the laboratory. The following table summarizes the COCs to be analyzed at each proposed soil boring location and is based on the information provided in the April 2024 Phase I ESA. Please refer to the attached "Site Map with Proposed Sample Locations" for proposed soil boring locations/numeration. Soil Boring ID Associated REC COC SB-01 -SB-06 Railroad Tracks VOCs,TPH, TX11 Metals SB-07 Railroad Tracks, Map ID#23 VOCs,TPH, TX11 Metals SB-08 -SB-11 Railroad Tracks VOCs,TPH, TX11 Metals SB-12 Site Visit Concern #1 VOCs,TPH, TX11 Metals SB-13 Site Visit Concern #1, Map ID#36, VOCs,TPH, TX11 Metals Map ID#44 SB-14—SB-15 Map ID#36, Map ID#44 VOCs, SVOCs, TPH, TX11 Metals, PCBs SB-16 Map ID#35, Map ID#27 VOCs,TPH, TX11 Metals SB-17 through To be determined VOCs,TPH, TX11 Metals SB-27 Note:soil boring locations are subject to change based on field conditions. Groundwater Monitoring Well Installation & Groundwater Sampling As noted above, eight of the soil borings will be converted to temporary groundwater monitoring wells at locations with the highest potential for groundwater impact due to associated RECs. The temporary monitoring wells (TMWs) will consist of up to 25 feet of 1-inch diameter machine slotted PVC well pipe. Following the installation of the monitoring wells and assuming a sufficient amount of groundwater is present, Braun Intertec will attempt to purge each well using disposable bailers to allow more representative formation groundwater to freely enter the well casing. If sufficient water is present, groundwater samples will be collected using either disposable bailers or low-flow sampling procedures for the analysis of VOCs, TPH, and Texas 11 Metals using approved EPA or TCEQ methods. Groundwater samples collected for metals analysis will be filtered in the field or by the laboratory prior to analysis. Braun Intertec will also collect up to two groundwater samples for SVOC analysis, based on field observations, and place the samples on HOLD pending TPH results. If elevated TPH concentrations are reported, the groundwater sample with the highest concentrations will be further analyzed for SVOCs. Groundwater samples collected from TMW-04 will be analyzed for SVOCs and PCBs, in addition to VOCs, TPH, and Texas 11 metals. For QA/QC purposes, one duplicate water sample will be collected for VOC analysis only. Additionally, the cost to analyze one trip blank for VOCs is included in this proposal. The following table summarizes the COCs to be analyzed at each proposed TMW location and is based on the information provided in the April 2024 Phase I ESA. Please refer to the attached figure for proposed temporary monitoring well locations. If during drilling, soil core field screening indicates BRAUN INTERTEC STV, Inc Limited Phase 11 Investigation Corpus Christi Navigation Pump Station July 16, 2024 Page 6 impact may extent into groundwater, Braun Intertec will consult with STV to consider advancing the boring into the saturated zone and installing and sampling an additional TMW at that location. SB/TMW ID Associated REC COC SB-05/TMW-01 Railroad Tracks, Map ID#75 VOCs, TPH, TX11 Metals SB-07/TMW-02 Railroad Tracks, Map ID#23 VOCs, TPH, TX11 Metals SB-13/TMW-03 Site Visit Concern #1/Map ID#44 VOCs, TPH, TX11 Metals SB-14/TMW-04 Map ID#36 VOCs, SVOCs,TPH, TX11 Metals, PCBs SB-16/TMW-05 Map ID#35, Map ID#27 VOCs, TPH, TX11 Metals SB-17 through SB-27/ (with three of the 11 borings completed as To be determined VOCs, TPH, TX11 Metals TMW-06 through TMW- 08) Following the collection of groundwater samples, the TMWs will be removed, and the borings will be properly plugged by the licensed driller within 48 hours of installation. Task 3 — Investigation Derived Waste Disposal Investigation Derived Waste (IDW) associated with the soil borings (soil cuttings) and groundwater sampling (purge/development water) will be temporarily stored in Department of Transportation (DOT) approved 55-gallon steel drums on Site (at the City of Corpus Christi water filtration facility on Navigation Boulevard) pending disposal. Following the Limited Phase 11 Investigation, soil waste characterization samples will be collected for VOCs, TPH, and Toxicity Characteristic Leaching Procedure (TCLP)for Texas 11 metals. The analytical data from the groundwater sampling event will be used for waste characterization, with the addition of a waste characterization sample for reactivity, ignitability, and corrosivity(RCI). Once profiled, the drums will be transported off-Site to an appropriate disposal facility. This cost estimate assumes up to seven drums profiled as a Class 2 non-hazardous waste will be disposed. Note:At this time, PFAS sampling for waste characterization is not required. Should disposal facility sampling requirements change to include PFAS, additional testing may be required and transportation, disposal location, and costs may be affected. Task 4 — Limited Phase II Investigation Report Braun Intertec will compare the analytical results to the TCEQ's Texas Risk Reduction Program (TRRP) Tier 1 protective concentration levels (PCLs) and present the results of the sampling activities in a Limited Phase 11 Investigation report. The report will detail the sampling results, conclusions, and recommendations, if needed,to assist with project construction and a regulatory path forward. Soil boring logs and other components with geologic interpretation will be reviewed and sealed by a Texas- licensed Professional Geoscientist. BRAUN INTERTEC STV, Inc Limited Phase 11 Investigation Corpus Christi Navigation Pump Station July 16, 2024 Page 7 Optional Task 5 — PFAS Sampling Since the submittal of our proposal dated May 10, 2024, perfluorooctane sulfonate (PFOS) and perfluorooctanoic acid (PFOA) have been formally listed by the EPA as hazardous substances. In addition, the TCEQ has developed TRRP Tier 1 PCLs for soil and groundwater for 16 per-and polyfluoroalkyl substances (PFAS), which include PFOS and PFOA. The ERIS Radius Report contained in the April 2024 Phase I ESA identified six industrial PFAS facilities within 0.5 mile of the subject area, including Map ID#56 located approximately 600 feet to the north. Past uses of the Site and adjoining properties may also be associated with the use of PFAS. Additional PFAS facilities may be identified during the supplement Phase I ESA. We have, therefore, included limited sampling for PFAS compounds as an option in this proposal. Up to three soil samples and three groundwater samples will be selected for laboratory analysis of PFAS by EPA Method 1633. Soil and groundwater samples selected for analysis of PFAS will be collected following a strict sampling protocol to reduce the potential for cross contamination. Up to two field or equipment blanks are planned and included in the cost estimate utilizing PFAS-free laboratory deionized water.A duplicate soil and groundwater sample are also included in the cost estimate. This optional task also includes additional reporting on PFAS sampling results that will be incorporated into the Limited Phase 11 Investigation Report, if PFAS sampling is elected. Cost Estimate Braun Intertec will provide the services described herein on an hourly and unit-cost basis. The estimated cost breakdown summary is listed below. Service Description Cost Task 1—Project Management, HASP, & Utility Clearance $16,000 Task 2—Subsurface Investigation (labor, drilling, analytical testing) $53,700 Task 3—IDW Disposal (includes waste characterization) $4,600 Task 4—Limited Phase II Investigation Report $8,100 Optional Task 5—PFAS Sampling $6,800 Estimated Total(including options) $89,200 Braun Intertec will begin the project upon receipt of your authorization. The estimated cost of$89,200 presented is based on the Scope of Services described herein and the assumption that the proposal will be authorized within 30 days and that the project will be completed within the proposed schedule. You will be billed only for services provided on a time and material basis. Scheduling The private utility locate service is anticipated to require 3 field days to complete. Soil and groundwater sampling will be scheduled based on driller availability and is estimated to take approximately 5 days to complete. For this proposal, we have assumed right-of-entry(ROE)for drilling and sampling activities at BRAUN INTERTEC STV, Inc Limited Phase 11 Investigation Corpus Christi Navigation Pump Station July 16, 2024 Page 8 the proposed sampling locations will have been obtained by others prior to initiating field work such that only one mobilization of drilling equipment and field personnel will be necessary. With the exception of PFAS compounds, typical turnaround time on laboratory analysis is approximately 7-10 business days.Typical turnaround time for analysis of PFAS compounds is approximately 4 weeks and, at this time, cannot be expedited. If the proposed Scope of Services cannot be completed according to this schedule due to circumstances beyond control, Braun Intertec will notify and discuss with you the revised schedule and provide a written change order. Assessment Limitations Please note the Scope of Services for the proposed investigation, in conjunction with the existing data, is designed to evaluate the potential presence of soil and groundwater contamination at the Site and is based upon the Conclusions presented in the Phase I ESA Report dated April 2024. However, because there is a fixed number of sampling locations proposed, the Scope of Services proposed herein may not fully define the extent of contamination that may be present at the Site. In addition, the groundwater samples collected from temporary monitoring wells may not be truly representative of formation groundwater. Depending on the sample analytical results, properly developed permanent monitoring wells may be recommended to further assess groundwater. Also, please note that boring logs for this investigation will be prepared for environmental purposes only and not for geotechnical design. BRAUN INTERTEC STV, Inc Limited Phase 11 Investigation Corpus Christi Navigation Pump Station July 16, 2024 Page 9 Acceptance of Proposal/General Remarks This proposal is being sent in an electronic version only. Braun Intertec would be happy to meet with you to discuss our proposed Scope of Services further and clarify the various scope components. After reviewing this proposal,please sign and return one copy in its entirety to Braun Intertec as notification of acceptance and authorization to proceed. If anything in this proposal is not consistent with your requirements, please let us know immediately. The Braun Intertec General Conditions are included with this proposal and are a part of our agreement. Braun Intertec appreciates the opportunity to provide professional services for you on this project. If you have any questions regarding this proposal, please feel free to contact Trudy Hasan at 512.789.1364 or thasan@braunintertec.com. Sincerely, BRAUN INTERTEC CORPORATION j_ ti Trudy S. Hasan, PG Patrick Fdrtson, PG Senior Scientist Principal Scientist Attachments: General Conditions The proposal including the Braun Intertec General Conditions is accepted, and you are authorized to proceed: Authorizer's Firm Authorizer's Signature Authorizer's Name (please print or type) Authorizer's Title Date BRAUN INTERTEC Mappp�ID#148= r �. 9► .� �� -.�¢ 1' G 11 A„r~ '�� . �.' � :� `�� _:�QR r:�f, • -pV�� ..4ws.r � -Y Proposed Soil Boring and A Temporary Monitoring Well -R a Locations are approximateonly h c IVAg Ma)ID_ j� r� m 0 f*p` n • _ ?Y" J�Map �SY, ay y f l r " i 1Y1 i MapQ #36 }fir \'„ ��. ..Ga• $ t ; it -_,l'' 1 r 1 �>;� �1•+�+*+ Vi� 'snrrrHVIEW DR ? u. OKI 1 I : 1 I y : 1• a .. u �Map1D#44 S , s'" I .:F ® !ti`d s-4 r ;� • :5 4.,.s-_ 1 1 � MapIDY#23� ��I ' it a .:ri �.� SiteVl� — T ' v,.:. 77 - xe -_-- �i xx'.',b�� 7` r- }'�' i � },&g� - � ' G'•'�:/lr�yE�b..!Rww�A :_x�;+9 '��5.{} � �4" .�.uK�� , C��., y..r._�, � :.� ;'��y` NAP�STD •. • • T Figure 7: Hazardous Materials Mai •' �• N 7 Corpus Christi Navigation Pump Station •• - • • Corpus Christi,Nueces County,Texas — = Railroad Nueces Subject Property �: + High Concern 0 1,250 2,500 • Moderate Concern Me Feet Kleberg Sources:Nearmap imagery,2024 General Conditions BRAUN INTERTEC Section 1:Agreement 2.4 Our duties do not include supervising or 3.5 Neither this Agreement nor the providing of 1.1 Our agreement with you consists of these directing your representatives or contractors or Services will operate to make us an owner, General Conditions and the accompanying written commenting on,overseeing,or providing the operator,generator,transporter,treater,starer, proposal or authorization("Agreement").This means and methods of their services unless or a disposal facility within the meaning of the Agreement is the entire agreement between you expressly set forth in this Agreement.We will not Resource Conservation Recovery Act,as amended, and us.It supersedes prior agreements.It may be be responsible for the failure of your contractors, or within the meaning of any other law governing modified only in a writing signed by us,making and the providing of Services will not relieve the handling,treatment,storage,or disposal of specific reference to the provision modified. others of their responsibilities to you or to others. hazardous substances.You agree to hold us harmless,defend,and indemnify us from any 1.2 The words"you,""we,""us,"and"our" 2.5 We will provide a health and safety program claims,damages,penalties or losses resulting from include officers,employees,and subcontractors. for our employees,but we will not be responsible the storage,removal,hauling or disposal of such for contractor,owner,project,or site health or substances. 1.3 In the event you use a purchase order or safety. other documentation to authorize our scope of 3.6 Monitoring wells are your property,and you work("Services"),any conflicting or additional 2.6 You will provide,at no cost to us, are responsible for their permitting,maintenance, terms are not part of this Agreement.Directing us appropriate site safety measures as to work areas and abandonment unless expressly set forth to start work prior to execution of this Agreement to be observed or inspected by us.Our employees otherwise in this Agreement. constitutes your acceptance.If,however,mutually are authorized by you to refuse to work under acceptable terms cannot be established,we have conditions that may be unsafe. 3.7 You agree to make all disclosures required by the right to terminate this Agreement without law.In the event you do not own the project site, liability to you or others,and you will compensate 2.7 Unless a fixed fee is indicated,our price is an you acknowledge that it is your duty to inform the us for fees earned and expenses incurred up to the estimate of our project costs and expenses based owner of the discovery or release of contaminants time of termination. on information available to us and our experience at the site.You agree to hold us harmless,defend, and knowledge.Such estimates are an exercise of and indemnify us from claims,damages,penalties, Section 2:Our Responsibilities our professional judgment and are not guaranteed or losses and expenses,including attorney fees, 2.1 We will provide Services specifically or warranted.Actual costs may vary.You should related to failures to make disclosures,disclosures described in this Agreement.You agree that we allow a contingency in addition to estimated costs. made by us that are required by law,and from are not responsible for services that are not claims related to the informing or failure to inform expressly included in this Agreement.Unless Section 3:Your Responsibilities the site owner of the discovery of contaminants. otherwise agreed in writing,our findings,opinions, 3.1 You will provide us with prior environmental, and recommendations will be provided to you in geotechnical and other reports,specifications, Section 4:Reports and Records writing.You agree not to rely on oral findings, plans,and information to which you have access 4.1 Unless you request otherwise,we will opinions,or recommendations without our about the site.You agree to provide us with all provide our report in an electronic format. written approval. plans,changes in plans,and new information as to site conditions until we have completed Services. 4.2 Our reports,notes,calculations,and other 2.2 In performing our professional services,we documents and our computer software and data will use that degree of care and skill ordinarily 3.2 You will provide access to the site.In the are instruments of our service to you,and they exercised under similar circumstances by performance of Services some site damage is remain our property.We hereby grant you a reputable members of our profession practicing in normal even when due care is exercised.We will license to use the reports and related information the same locality.If you direct us to deviate from use reasonable care to minimize damage to the we provide only for the related project and for the our recommended procedures,you agree to hold site.We have not included the cost of restoration purposes disclosed to us.You may not transfer our us harmless from claims,damages,and expenses of damage in the estimated charges. reports to others or use them for a purpose for arising out of your direction.If during the one year which they were not prepared without our written period following completion of Services it is 3.3 You agree to provide us,in a timely manner, approval.You agree to indemnify,defend,and determined that the above standards have not hold us harmless from claims,damages,losses, with information that you have regarding buried been met and you have promptly notified us in and expenses,including attorney fees,arising out objects at the site.We will not be responsible for writing of such failure,we will perform,at our locating buried objects at the site.You agree to of such a transfer or use. cost,such corrective services as may be necessary, hold us harmless,defend,and indemnify us from within the original scope in this Agreement,to ou 4.3 If do not a for Services in full as claims,damages,losses,penalties and expenses Y pay remedy such deficiency.Remedies set forth in this (including attorney fees)involving buried objects agreed,we may retain work not yet delivered to section constitute your sole and exclusive recourse that were not properly marked or identified or of you and you agree to return to us all of our work with respect to the performance or quality of which you had knowledge but did not timely call to that is in your possession or under your control. Services. our attention or correctly show on the plans you or others furnished to us. 4.4 Samples and field data remaining after tests 2.3 We will reference our field observations and are conducted and field and laboratory equipment sampling to available reference points,but we will 3.4 You will notify us of any knowledge or that cannot be adequately cleansed of not survey,set,or check the accuracy of those suspicion of the presence of hazardous or contaminants are and continue to be your points unless we accept that duty in writing. dangerous materials present on any work site or in property.They may be discarded or returned to Locations of field observations or sampling a sample provided to us.You agree to provide us you,at our discretion,unless within 15 days of the described in our report or shown on our sketches you report date give us written direction to store with information in your possession or control p y are based on information provided by others or relating to such materials or samples.If we or transfer the materials at your expense. estimates made by our personnel.You agree that observe or suspect the presence of contaminants such dimensions,depths,or elevations are not anticipated in this Agreement,we may 4.5 Electronic data,reports,photographs, approximations unless specifically stated terminate Services without liability to you or to samples,and other materials provided by you or otherwise in the report.You accept the inherent others,and you will compensate us for fees others may be discarded or returned to you,at our risk that samples or observations may not be earned and expenses incurred up to the time of discretion,unless within 15 days of the report date representative of things not sampled or seen and termination. you give us written direction to store or transfer further that site conditions may vary over distance the materials at your expense. or change overtime. GC Page 1 of 2 Section 5:Compensation attended by each party's representative(s) 6.7 No officer or employee acting within the 5.1 You will pay for Services as stated in this empowered to resolve the dispute.Before either scope of employment shall have individual liability Agreement.If such payment references our of us commences an action against the other, for his or her acts or omissions,and you agree not Schedule of Charges,the invoicing will be based disputes(except collections)will be submitted to to make a claim against individual officers or upon the most current schedule.An estimated mediation. employees. amount is not a firm figure.You agree to pay all sales taxes and other taxes based on your 6.2 Notwithstanding anything to the contrary in Section 7:General Indemnification payment of our compensation.Our performance is this Agreement,neither party hereto shall be 7.1 We will indemnify and hold you harmless subject to credit approval and payment of any responsible or held liable to the other for from and against demands,damages,and specified retainer. punitive,indirect,incidental,or consequential expenses of others to the comparative extent they damages,or liability for loss of use,loss of are caused by our negligent acts or omissions or 5.2 You will notify us of billing disputes within 15 business opportunity,loss of profit or revenue, those negligent acts or omissions of persons for days.You will pay undisputed portions of invoices loss of product or output,or business whom we are legally responsible.You will upon receipt.You agree to pay interest on unpaid interruption. indemnify and hold us harmless from and against balances beginning 30 days after invoice dates at demands,damages,and expenses of others to the the rate of 1.5%per month,or at the maximum 6.3 You and we agree that any action in relation comparative extent they are caused by your rate allowed by law. to an alleged breach of our standard of care or this negligent acts or omissions or those negligent acts Agreement shall be commenced within one year or omissions of persons for whom you are legally 5.3 If you direct us to invoice a third party,we of the date of the breach or of the date of responsible. may do so,but you agree to be responsible for our substantial completion of Services,whichever is compensation unless the third party is earlier,without regard to the date the breach is 7.2 To the extent it may be necessary to creditworthy(in our sole opinion)and provides discovered.Any action not brought within that indemnify either of us under Section 7.1,you and written acceptance of all terms of this Agreement. one year time period shall be barred,without we expressly waive,in favor of the other only,any regard to any other limitations period set forth by immunity or exemption from liability that exists 5.4 Your obligation to pay for Services under this law or statute.We will not be liable unless you under any worker compensation law. Agreement is not contingent on your ability to have notified us within 30 days of the date of such obtain financing,governmental or regulatory breach and unless you have given us an 7.3 You agree to indemnify us against losses and agency approval,permits,final adjudication of any opportunity to investigate and to recommend costs arising out of claims of patent or copyright lawsuit,your successful completion of any project, ways of mitigating damages.You agree not to infringement as to any process or system that is receipt of payment from a third party,or any make a claim against us unless you have provided specified or selected by you or by others on your other event.No retainage will be withheld. us at least 30 days prior to the institution of any behalf. legal proceeding against us with a written 5.5 If you do not pay us in accordance with this certificate executed by an appropriately licensed Section 8:Miscellaneous Provisions Agreement,you agree to reimburse all costs and professional specifying and certifying each and 8.1 We will provide a certificate of insurance to every act or omission that you contend constitutes expenses for collection of the moneys invoiced, you upon request.Any claim as an Additional including but not limited to attorney fees and staff a violation of the standard of care governing our Insured shall be limited to losses caused by our time. professional services.Should you fail to meet the negligence. conditions above,you agree to fully release us from any liability for such allegation. 5.6 You agree to compensate us in accordance 8.2 You and we,for ourselves and our insurers, with our Schedule of Charges if we are asked or waive all claims and rights of subrogation for i required to respond to legal process arising out of inc For you to obtain the benefit of ludes a reasonable allowance for risks,you fee which losses arising out of causes of loss covered by our nc a proceeding related to the project and as to respective insurance policies. which we are not a party. agree that our aggregate liability for all claims will not exceed the fee paid for Services or $50,000,whichever is greater.If you are 8.3 Neither of us will assignor transfer any 5.7 If we are delayed by factors beyond our unwilling to accept this allocation of risk,we will interest,any claim,any cause of action,or any control,or if project conditions or the scope or increase our aggregate liability to$100,000 right against the other.Neither of us will assign or amount of work changes,or if changed labor provided that,within 10 days of the date of this otherwise transfer or encumber any proceeds or conditions result in increased costs,decreased Agreement,you provide payment in an amount expected proceeds or compensation from the efficiency,or delays,or if the standards or that will increase our fees by 10%but not less project or project claims to any third person, methods change,we will give you timely notice, than$500,to compensate us for the greater risk whether directly or as collateral or otherwise. the schedule will be extended for each day of undertaken.This increased fee is not the purchase delay,and we will be compensated for costs and of insurance. 8.4 This Agreement maybe terminated early expenses incurred in accordance with our only in writing.You will compensate us for fees Schedule of Charges. earned for performance completed and expenses 6.5 You agree to indemnify us from all liability to others in excess of the risk allocation stated incurred up to the time of termination. 5.8 If you fail to pay us in accordance with this herein and to insure this obligation.In addition, Agreement,we may consider the default a total all indemnities and limitations of liability set 8.5 If any provision of this Agreement is held breach of this Agreement and,at our option, forth in this Agreement apply however the same invalid or unenforceable,then such provision will terminate our duties without liability to you or to may arise,whether in contract,tort statute, be modified to reflect the parties'intention.All others,and you will compensate us for fees equity or other theory of law,including,but not remaining provisions of this Agreement shall earned and expenses incurred up to the time of limited to,the breach of any legal duty or the remain in full force and effect. termination. fault,negligence,or strict liability of either party. 8.6 No waiver of any right or privilege of either 5.9 Inconsideration of our providing insurance 6.6 This Agreement shall be governed, party will occur upon such party's failure to insist to cover claims made by you,you hereby waive construed,and enforced in accordance with the on performance of any term,condition,or any right to offset fees otherwise due us. laws of the state in which our servicing office is instruction,or failure to exercise any right or located,without regard to its conflict of law rules. privilege or its waiver of any breach. Section 6:Disputes,Damage,and Risk Allocation The laws of the state of our servicing office will 6.1 Each of us will exercise good faith efforts to govern all disputes,and all claims shall be heard in resolve disputes without litigation.Such efforts the state or federal courts forthat state.Each of will include,but not be limited to,a meeting(s) us waives trial by jury. GC Revised 1/1/2018 Page 2 of 2 AACEAssociatesn 2024-May-09 Ted Stawasz Associate STV, Inc. 13750 San Pedro Ave., Suite 300 San Antonio, Texas 78232 RE: AACE Amendment#I for Mechanical/HVAC Engineering Services for the Navigation Pump Station Improvements (PROJECT) for the City of Corpus Christi Water Department(CCTX) Dear Ted: The purpose of this letter is to amend our scope for Mechanical/HVAC engineering services from our executed agreement dated October 25, 2023, due to Owner initiated changes with the location of the new VFDs. The Amendment amount is $7,700.00,which increases our fee from $47,590 to $55,290 and shall not exceed this revised amount without STV' prior written approval. We appreciate you for the opportunity to support you and the rest of the STV Team on this project. If you have any questions or comments,feel free to contact me. Regards, Ricardo J.Azcarate, P.E. President office:(214)217-9993 17920 Belt Line Road,Suite 350 1 Dallas,Texas 75254 www. aace-eng. com Mechanical Plumbing Fire Protection Electrical Testing /Commissioning P I V 0 T 1114 LOST CREEK BLVD.,SUITE 220,AUSTIN,TX 78746 (512)387-4100 E N G I N E E R 5 PIVOTENGINEERS.COM WORK AUTHORIZATION Pivot Engineers, PLLC is pleased to provide the services described below to the below named Client.The purpose of this form is to obtain your authorization for the work requested verbally and/or by electronic mail and to confirm and agree to the terms and conditions under which these services will be provided. Project Name: GTS Foundation Void Assessment Client Name: STV Group, Inc. Date: June 9, 2024 Project Location: Corpus Christi,TX Job Number: Pivot-P-24029 Invoice Fees To: Ted Stawasz Attention: Ted Stawasz Street Address: 12500 San Pedro Ave.Suite 450 Phone Number: 210-798-2308 City,State,Zip: San Antonio,TX 78216 Email: Ted.stawasz@stvinc.com SCOPE OF SERVICES In accordance with the attached proposal dated June 9, 2024. FEES In accordance with the attached proposal dated June 9, 2024. GENERAL TERMS AND CONDITIONS INCORPORATED INTO THIS WORK AUTHORIZATION IT IS ACKNOWLEDGED AND AGREED THAT, BY SIGNING BELOW, THE PIVOT ENGINEERS GENERAL TERMS AND CONDITIONS FOR PROFESSIONAL ENGINEERING SERVICES(THE"TERMS')ARE(1)AGREED TO AND ACCEPTED, (11) HEREBY INCORPORATED INTO THIS WORK AUTHORIZATION BY THIS REFERENCE,AND(111) MADE PART OF THIS AGREEMENT. THE TERMS ARE ATTACHED HERETO, HAVE BEEN PROVIDED SEPARATELY TO YOU OR WILL BE PROVIDED UPON REQUEST OF PIVOT ENGINEERS. �= p I \r/ o GTS Foundation Void Assessment I Work Authorization r June 9,2024 E N G I N E E R s Page 2 ACCEPTANCE Prepared By: Aaron Larosche, PhD, PE,SE Principal Print Name Title June 9,2024 Signature Date Work Authorized On Behalf Of Client BV: Print Name Title Signature Date P I 0 1 1114 LOST CREEK BLVD.,SUITE 220,AUSTIN,TX 78746 (612)387-4100 E N G I N E E R 5 PIVOTENGINEERS.COM PROPOSAL June 9, 2024 Ted Stawasz(Ted.stawasz@stvinc.com) STV Group,Inc. 12500 San Pedro Ave.Suite 450 San Antonio,TX 78216 Reference: GTS Foundation Void Assessment Pivot Project AUS-P-24029 Mr.Stawasz, Pivot Engineers, PLLC (Pivot) is pleased to submit this proposal to perform an investigation of the foundations of two ground storage tanks(GST)to determine if voids exist below the foundations and to evaluate visual distress at the foundation surfaces. The 10 MG tanks are owned by the city of Corpus Christi,TX.The City would like to put the two tanks back into service soon.Pivot understands that recently,one of the two tanks was partially filled after being out of service for several years.While the tank was partially filled significant leaking was observed.Water was observed to leave the tank through its foundation, and the leaking resulted in large puddles of standing water being observed around the tank's perimeter. Pivot understands that significant leaking was not observed from the perimeter of the tank's wall. The two tanks were manufactured and erected by Preload Systems in July 2003.The circular tanks are constructed with an inside diameter of 200 ft and walls that are approximately 44.5 ft tall.The walls are reinforced and post-tensioned concrete elements that combine both precast and shotcrete concrete manufacturing processes.The tanks each include a reinforced concrete roof.The tanks are constructed with a variable thickness reinforced and cast-in-place foundation that is generally 4-inches thick but increases to 15 inches thick around the perimeter circumference. Provided drawings indicate that the finished surface of the foundation was designed to be 3.5 ft above existing grade and is therefore elevated relative to the surrounding ground. Each tank foundation includes a circular construction joint at a radius of 75 ft from the tank's center. We understand that representatives from Preload have recommended that this joint be replaced in each tank, but that no further investigation was performed. The volume of water displaced through the foundation element has caused concern that soil has been displaced from below the foundation elements creating voids. Based on Pivot's experience, the 4-inch thickness of the foundation indicates that the foundation was designed to be uniformly supported by the ground.Therefore,any voids below the foundation could create a condition that the foundation was not designed for. STV have asked that Pivot assess the foundation in each tank to determine if voids exist and where they are present. �= p I \r/ o GTS Foundation Void Assessment I Proposal r June 9,2024 E N G I N E E R s Page 4 This proposal represents Pivot's recommended scope of work based on our understanding of the project at this time. Based on our current knowledge of the project, we recommend that a preliminary investigation be performed to visually assess each tank foundation and that various nondestructive testing(NDT)techniques be attempted to determine which are best suited to locating subsurface voids. These nondestructive testing results will be confirmed with select local destructive verification through drilled or cored holes. Based on the results of the preliminary investigation, Pivot will perform a subsequent, detailed, investigation to locate and chart any voids using NDT techniques identified to be most successful or efficient in the preliminary investigation. Pivot's scope of work for this proposal includes the following tasks: • Task 1: Preliminary Investigation • Task Z: Detailed Investigation • Task 3: Report The scope for each task is described in the Scope of Services section below. Scope items not explicitly included in this proposal are excluded and will be considered additional services, if needed. At the conclusion of each task, Pivot will communicate our findings and recommendations via an online meeting with STV. SCOPE OF SERVICES TASK 1:PRELIMINARY INVESTIGATION Two engineers from Pivot will perform a preliminary investigation of each tank. The preliminary investigation will be used to visually evaluate each foundation, evaluate the condition of the circular construction joint,and to assess the ability of different nondestructive testing techniques to locate voids below the foundations.Pivot anticipates that the preliminary investigation will be completed over a period of 1-1/Z days total(3/4 day per tank). Within each tank Pivot will perform a visual evaluation of each foundation.The evaluation will be used to identify cracks that may cause the tank to leak or that may be structural in nature. Both leaking cracks and structural cracks are important to identify prior to the structure being put back into service.Structural cracks may indicate where and if voids below the foundations are present.Pivot will also visually evaluate the condition of the circular construction joint in each tank. Pivot will use nondestructive testing to identify possible void locations.In the past,Pivot has successfully implemented impact echo and ground penetrating radar to locate voids beneath foundation elements; however,the success of either technique is dependent on soil conditions and must be assessed onsite. Depending on soil conditions it is possible that NDT will not identify voids. NDT is not capable of determining void depth.Pivot will drill holes at a select number of isolated locations to validate the results of our nondestructive testing and determine the depth of any voids located using NDT techniques.If Pivot is unable to effectively evaluate the presence of voids through a small,drilled hole then larger cores will be drilled.Holes drilled for destructive verification will penetrate the waterproofing membrane under the �= p I r\/ o T GTS Foundation Void Assessment I Proposal June 9, E E N G I N E E R s Page age 5 5 foundation.Prior to our site visit Pivot will coordinate with STV and the Owner to discuss the consequence of damaging the foundation liner and to develop possible repairs. For the purposes of this proposal, Pivot has assumed that the tank is a confined space. As such, Pivot anticipates relying on contractors onsite,the City, or STV to support our investigation with a designated person, and monitoring equipment appropriate for the space. Pivot can provide our own designated person and monitoring equipment for additional fee. Pivot also requests that the tank floors be cleaned of any soil or debris that might prevent visual examination of the concrete floor and that lighting be provided within each tank during the investigation. Finally, Pivot requests that contractor support be provided to repair,and possiblV core approximately 4-6 holes within the foundation. Upon completion of the preliminary investigation Pivot will review collected NDT results, destructive verification results, and the results of our visual assessment. Pivot will then participate in one online meeting with STV to summarize the results of our investigation and provide recommendations developed from the preliminary investigation. Recommendations will include which NDT method(s)and destructive method(s)will be used during the subsequent detailed investigation. During this meeting Pivot will also discuss anV recommended changes to Tasks 2 and 3 of this proposal, if warranted. Pivot anticipate participating in the online meeting with STV within 2-weeks of completing our preliminary investigation. TASK 2:DETAILED INVESTIGATION At this time Pivot anticipates the detailed investigation being performed bV four engineers from Pivot working in teams of two over the course of three days. During the detailed investigation Pivot will implement,at scale,the NDT technique(s)identified to be the most successful in the preliminary investigation. Pivot will use the NDT results to document the approximate extents of anV identified voids and will use drilled or cored holes to measure the depth of identified voids at select locations.The estimated quantity of drilled holes will depend on the quantity of isolated voids identified during the investigation, but we anticipate the quantity not to exceed 8-10 in each tank. Alternatively, if NDT is not determined to be valid for this specific application during Task 1, Pivot will develop and direct a more widespread investigation relying on drilled or cored holes to identify void locations and measure the depth of identified voids. Like the preliminary investigation Pivot will rely on support provided bV a contractor onsite,the City, or STV for confined space entry, lighting,coring,and repair—reference Task 1. TASK 3:REPORTING Upon completion of our preliminary and detailed investigations (Task 1 and Task 2) Pivot will develop a written report summarizing our findings and recommendations. Pivot's report will discuss the results of the NDT technique(s) identified to be most successful in locating subsurface voids, provide example results collected while onsite,and provide a plan view representation of the approximate extents of anV voids located during our investigations.Pivot will also summarize our visual observations of the tank floor �= p I r\/ o T GTS Foundation Void Assessment I Proposal June 9, E E N G I N E E R s Page age 6 6 and include discussions of likely causes of observed cracking. Pivot's report will also provide written recommendations to repair any voids that are identified during our investigations. Pivot can develop void repairs as part of a separate,future, scope and fee estimate if voids are located and if this service is requested. Pivot will participate in one online meeting with STV to review the contents or our report and discuss our recommendations prior to the report being finalized. Pivot anticipate providing a finalized report within 4 weeks of completing our final investigation. FEE ESTIMATE ASSOCIATED WITH SERVICES The total fee estimate for the scope of services provided above is$84,000.Please reference the attached table for a detailed breakdown of the fee estimate. Pivot will invoice for time and expenses incurred and will not exceed the total fee estimate without prior written permission from STV Group,Inc. Please let us know if you have any questions regarding the scope of services or fee estimate. Sincerely, Aaron Larosche,PhD, PE,SE Principal - Pivot Engineers,PLLC larosche@pivotengineers.com PI V 0 T 1114 LOST CREEK BLVD.,SUITE 220,AUSTIN,TX 78746 E N G N E E R s (512)387-4100 PIVOT ENGI NEE RS.COM FEE ESTIMATE GST Foundation Void Assessment Total Scope Task 1: Preliminary Investigation $ 21,220.00 Task 2: Detailed Investigation $ 49,270.00 Task 3: Summary Report $ 13,590.00 TOTAL $ 84,080.00 Task 1: Preliminary Investigation Consultant $ 400 perhour x 2 hours = $ 800.00 Principal $ 300 perhour x 28 hours = $ 8,400.00 Project Engineer $ 225 perhour x 36 hours = $ 8,100.00 Lodging $ 250 per pers-nightx 4 pers-nights = $ 1,000.00 Meals $ 100 per pers-day x 4 pers-days = $ 400.00 Mileage $ 1 per mile x 400 miles = $ 320.00 Standard Field Equipment $ 100 perday x 2 days = $ 200.00 Equipment-Radar $ 600 per day x 1.5 days = $ 900.00 Equipment-Impact-Echo $ 600 perday x 1 days = $ 600.00 Miscellaneous Expenses $ 500.00 SUBTOTAL $ 21,220.00 Task 2: Detailed Investigation Principal $ 300 perhour x 38 hours = $ 11,400.00 Project Engineer $ 225 perhour x 42 hours = $ 9,450.00 Staff Engineer $ 195 perhour x 52 hours = $ 10,140.00 Staff Engineer $ 195 perhour x 52 hours = $ 10,140.00 Lodging $ 250 per pers-night x 12 pers-nights = $ 3,000.00 Meals $ 100 per pers-day x 12 pers-days = $ 1,200.00 Mileage $ 1 per mile x 800 miles = $ 640.00 Standard Field Equipment $ 100 perday x 4 days = $ 400.00 Equipment-Radar $ 600 per day x 2 days = $ 1,200.00 Equipment-Impact-Echo $ 600 per day x 2 days = $ 1,200.00 Miscellaneous Expenses $ 500.00 SUBTOTAL $ 49,270.00 PI V O T [Project Name] I Fee Estimate [Date] E N G I N E E R S Page 2 Task 3: Summary Report Principal $ 300 perhour x 10 hours = $ 3,000.00 Senior Engineer $ 250 perhour x 2 hours = $ 500.00 Project Engineer $ 225 perhour x 14 hours = $ 3,150.00 Staff Engineer $ 195 perhour x 16 hours = $ 3,120.00 Staff Engineer $ 195 perhour x 16 hours = $ 3,120.00 CADD Technician $ 125 perhour x 4 hours = $ 500.00 Specialist $ 100 perhour x 2 hours = $ 200.00 SUBTOTAL $ 13,590.00 �r n I \/ o 11 14 LOST CREEK BLVD.,SUITE 220,AUSTIN,TX 78746 r Y (512)387-4100 E N G I N E E R 5 PIVOTENGINEERS.COM 2024 FEE SCHEDULE Effective January 1,2024 Staff Senior Consultant $540 per hour Consultant $400 per hour Principal $300 per hour Senior Associate $275 per hour Senior Engineer $250 per hour Project Engineer $225 per hour Staff Engineer $195 per hour Graduate Engineer $165 per hour CADD Technician $125 per hour Specialist $100 per hour Project Assistant $100 per hour Note: 50%increase to hourly rates for deposition and trial. Equipment Standard Field Equipment $100 per day Surface Penetrating Radar $600 per day Impact-Echo $600 per day Pull-Bond(w/o Coring Tool) $400 per day Coring Tool $250 per day Corrosion Rate $450 per day Half-Cell Potential $200 per day Pulse Velocity $300 per day Video Scope $500 per day Analysis Software up to$500 per day Note: Other equipment not listed above may be required and will be discussed with client prior to starting work if it will result in additional equipment charges. Reimbursable Expenses Mileage $0.80 per mile Material Testing,Sub-Consultants and Contractors Invoice plus 15% Other Expenses Expense plus 15% Note: Please make checks payable to'Pivot Engineers, PLLC'and mail to the office address above. P I 1114 LOST CREEK BLVD.,SUITE 220,AUSTIN,TX 78746 (61 00 E N G I N E E R S PIVOTENGININEERS.CERS.COM PIVOT ENGINEERS General Terms and Conditions for Professional Engineering Services 1. ApplicabilitV. (a)These general terms and conditions for engineering services(these"Terms")are the only terms that govern the provision of services by Pivot Engineers,PLLC,a Texas professional limited liability company doing business as Pivot Engineers("Pivot")to the client specified in,and executing,the applicable Work Authorization("Client"). (b)The accompanying work authorization(s) (the "Work Authorization"), these Terms, and any incorporated written proposals prepared by Pivot(collectively,this"Agreement"),comprise the entire agreement between the parties and supersede all prior or contemporaneous understandings,agreements,negotiations,representations,and communications,both written and oral.In the event of any conflict between these Terms and the Work Authorization,the Work Authorization shall govern. (c)These Terms prevail over any of Client's general terms and conditions regardless of whether or when Client has submitted its request for proposal,order,or such terms.Provision of services to Client does not constitute acceptance of any of Client's terms and conditions and does not serve to modify or amend this Agreement. 2. Services. Pivot shall provide the services to Client as described in the Work Authorization(the"Services")for the property(the"Site")identified in the Work Authorization in accordance with these Terms(the"Project"). 3. Schedule. Client acknowledges and agrees that, while Pivot agrees to use reasonable efforts to accomplish its Services on a mutually agreeable schedule,Pivot does not guarantee the time within which any work will be performed hereunder.Pivot shall in no way be liable for damages of any kind or any failure to meet any dates listed in any schedule or timeline or any other milestone dates to which the parties may agree. 4. Client's Obligations. Client shall: (a)cooperate with Pivot in all matters relating to the Services; (b)without cost,limitation,or burden to Pivot,provide all access and rights of entry to the Project site where the Services are to be performed, including condominium units, if any,and other facilities and areas as may be requested by Pivot in performing the Services; (c) respond promptly to any Pivot request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Pivot to perform Services in accordance with the requirements of this Agreement; (d)provide such client materials or information as Pivot may request to carry out the Services in a timely manner and ensure that such client materials or information are complete and accurate in all material respects; (e)obtain and maintain all necessary permits,licenses,and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start; (f)provide or cause to be provided any special inspections required by the applicable jurisdiction;and (g)provide all necessary overhead protection and temporary safety equipment required to secure the Site and surrounding areas from falling debris and any other hazards while Pivot performs the Services.All such safety and protection equipment shall be maintained in good condition and shall meet all necessary safety requirements.Pivot shall not have control over or responsibility for any such safety equipment or measures. PI V a T General Terms and Conditions for Professional Engineering Services Page 2 E N G I N E E R S 5. Performance of the Services. (a)If work product prepared by Pivot requires Client's approval,Pivot will provide such work product to Client. If Client does not respond to Pivot's submission of that work product within five (5) days of submission by Pivot, such work product shall be considered approved by Client.Following Client's approval,any change to the work product will be considered Additional Services for which Pivot will receive Additional Service fees.Reports are not subject to Client's approval. (b) Pivot may mark, label, drill, cut, chip, or otherwise change the appearance of the Project. Unless specified in the Work Authorization,Pivot is not responsible for cleaning or repairing the Project as part of the Services. (c)Pivot shall not have control over or responsibility for any construction means,methods,techniques,sequences,or procedures or for safety precautions or programs at the Site,as these are the responsibility of others.Pivot shall not be responsible for Client's contractor's failure to perform any work in accordance with the requirements of Pivot's plans, specifications, or other recommendations. Pivot shall not have control over or charge of,and shall not be responsible for,acts or omissions of Client's contractor(s)or any other persons or entities performing work,or for locating defects in construction or deviations from the plans and specifications. (d)If specifically included in Pivot's Work Authorization,Pivot shall review,respond to,or approve or take other appropriate action with respect to shop drawings,samples, and other required contractor submittals and requests for information(RFIs),but only for conformance with the information given in Pivot's plans and specifications and compatibility with the design concept of the completed Project as a functioning whole as indicated by Pivot's plans and specifications.Such reviews and approvals or other action will not extend to means, methods, techniques, sequences, or procedures of construction or to safety precautions and programs incident thereto.Pivot shall respond to such submittals and/or RFIs with reasonable promptness. 6. Modifications to Work Authorization Fees. All fees stated in the Work Authorization are estimates based on Pivot's current rates,fees,and operational costs.Unless a fixed fee amount is specifically agreed to by Pivot in writing,Pivot may modify the fees and/or rates quoted in the Work Authorization on an annual basis to adjust for changing market conditions.Unless expressly indicated otherwise in the Work Authorization,all fee amounts stated in the Work Authorization are estimates only and are provided for Client's convenience.While Pivot will make reasonable efforts to conform to the estimated fees in the performance of the Services,Pivot does not guarantee that the actual costs to perform the Services shall conform to any such fee estimates. 7. Fees and Expenses;Payment Terms;Interest on Late Payments. (a)In consideration of the provision of the Services by Pivot and the rights granted to Client under this Agreement,Client shall pay the fees set forth in the Work Authorization. (b)Pivot shall prepare and issue invoices to Client on a monthly basis.Client shall pay all invoiced amounts due to Pivot upon receipt of such invoice.Client shall make all payments hereunder in US dollars by check,automated clearing house(ACH),wire transfer,or other means as required by Pivot. In no event shall Pivot's failure to issue an invoice constitute a waiver of Client's payment obligations,nor shall it be considered a default under this Agreement. (c)Client agrees that all travel time is billable,and that Pivot personnel may,based on Client's timing needs,originate their travel from a location other than Pivot's office location(Austin,Texas). (d)Except as expressly provided in the Work Authorization,Client agrees to reimburse Pivot for all reasonable travel and out-of- pocket expenses incurred by Pivot in connection with the performance of the Services("Reimbursable Expenses")at the rate of cost plus a fee of fifteen percent(15%). (e)In the event payments are not received by Pivot within thirty(30)days of receipt of invoice,Pivot may:(i)charge interest on any such unpaid amounts at a rate of one and one half percent(1.5%)per month(or the maximum amount permitted under applicable law)from the date such payment was due until the date paid and any related attorneys'fees or collection expenses;and(ii)suspend performance for all Services until payment has been made in full for all amounts due.Client hereby waives any and all claims against Pivot for any such suspension. PI V a T General Terms and Conditions for Professional Engineering Services Page 3 E N G I N E E R S 8. Work Product;Risk of Implementation;Reports. All documents,including designs,plans,specifications,and Reports(collectively,the"Instruments of Service")prepared or furnished by Pivot in connection with the Services are the property of Pivot and Pivot shall be deemed the author of its Instruments of Service. Pivot grants to Client a nonexclusive,nontransferable license to use Pivot's Instruments of Service solely and exclusively for the purposes described in the Work Authorization,provided that Client is in compliance with all payment terms contained herein. Designs,plans and specifications prepared by Pivot are based on sound engineering assumptions that must be verified,and possibly modified,as conditions dictate during construction.If Client does not engage with Pivot for construction phase services in order to implement the designs, plans, and specifications then Client assumes all risk of improper implementation of same and hereby indemnifies and holds Pivot harmless for any and all liabilities, damages, losses, claims, and expenses arising therefrom in accordance with Section 9 herein. Pivot shall not be responsible for Client's failure to perform any work in accordance with the requirements of Pivot's plans,specifications,or other recommendations. Any area which is not exposed to view,is concealed,or is inaccessible because of soil,walls,floors,insulation,appliances,carpets, vapor barriers,ceilings,furnishings,personal belongings,or other obstacles is considered a"Hidden Condition."Pivot shall not be responsible for any latent defects or Hidden Conditions that may exist,nor shall it be inferred that all defects have been either observed or recorded.Pivot's observations include no specific knowledge of Hidden Conditions at the Site.Any comments relating to Hidden Conditions are professional opinion of Pivot based on relevant experience and judgment and are subject to the Standard of Care. The Client is responsible for all risks associated with Hidden Conditions, and Pivot shall not be responsible for the investigation,observation,or repair of any Hidden Conditions nor any resulting damages to persons or property resulting therefrom. In the event Pivot delivers a written report or opinion(a"Report")to Client in connection with any Work Authorization,such Report and its conclusions(i)shall be subject to all of the limitations,qualifications,and assumptions contained in the Report and stated herein,including limitations related to Hidden Conditions;(ii)may require amendments or updates as new information becomes available or known;and (iii)are subject to the limitations of liability and other provisions contained in this Agreement.Any such Report has been prepared on behalf of and for the exclusive use of Pivot and Client.Such Report and the findings contained therein shall not,in whole or in part,be disseminated or conveyed to any other party or used or relied upon by any other party,in whole or in part,without Pivot's prior written consent. 9. Indemnification. (a) IN THE EVENT THE CLIENT USES THE INSTRUMENTS OF SERVICE FOR ANY PURPOSE NOT DESCRIBED IN THE WORK AUTHORIZATION OR WITHOUT RETAINING THE AUTHOR OF THE INSTRUMENTS OF SERVICE TO COMPLETE THE SERVICES DESCRIBED IN THE WORK AUTHORIZATION,THE CLIENT RELEASES PIVOT AND ITS SUBCONSULTANT(S), IF ANY, FROM ALL CLAIMS AND CAUSES OF ACTION ARISING FROM SUCH USES.THE PURPOSES FOR WHICH THE INSTRUMENTS OF SERVICES MAY BE USED IS SET FORTH IN THE WORK AUTHORIZATION, AND ANY OTHER USE SHALL BE AT THE CLIENT'S SOLE RISK AND LIABILITY.THE CLIENT,TO THE EXTENT PERMITTED BY LAW,FURTHER AGREES TO INDEMNIFY,DEFEND,AND HOLD HARMLESS PIVOTAND ITS SUBCONSULTANT(S)FROM ALLCOSTSAND EXPENSES,INCLUDING THE COST OF DEFENSE(INCLUDING COUNSEL TO BE SELECTED AT PIVOT'S SOLE AND EXCLUSIVE DISCRETION),RELATED TO CLAIMS AND CAUSES OF ACTION ASSERTED BY ANY THIRD PERSON OR ENTITY TO THE EXTENT SUCH COSTS AND EXPENSES ARISE IN ANY WAY FROM THE CLIENT'S USE OF THE INSTRUMENTS OF SERVICE,REGARDLESS OF WHETHER BASED OR ARISING IN WHOLE OR IN PART UPON THE ALLEGED NEGLIGENCE OF PIVOT AND/OR ITS SUBCONSULTANT(S). (b)THE CLIENT,TO THE EXTENT PERMITTED BY LAW,FURTHER AGREES TO INDEMNIFY,DEFEND,AND HOLD HARMLESS PIVOT AND ITS SUBCONSULTANT(S) AND THEIR RESPECTIVE PARENTS, SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, MANAGERS, BENEFICIARIES,EMPLOYEES,AGENTS,MEMBERS,PARTNERS,OFFICERS,DIRECTORS,EMPLOYEES,INSURERS,AND SURETIES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS(COLLECTIVELY,THE"INDEMNITEES") FROM ALL COSTS AND EXPENSES, INCLUDING THE COST OF DEFENSE (INCLUDING COUNSEL TO BE SELECTED AT PIVOT'S SOLE AND EXCLUSIVE DISCRETION), RELATED TO CLAIMS AND CAUSES OF ACTION ASSERTED BY ANY THIRD PERSON OR ENTITY TO THE EXTENT SUCH COSTS AND EXPENSES ARISE IN WHOLE OR IN PART OUT OF OR RELATE TO CLIENT'S FAILURE TO IMPLEMENT PIVOT'S RECOMMENDATIONS. IN ADDITION,IFTHE PROJECT INVOLVES CONDOMINIUMS,TO THE FURTHEST EXTENT PERMITTED BY LAW(AND NO FURTHER), CLIENT HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE INDEMNITEES FROM ANY AND ALL DEMANDS, CLAIMS,ACTIONS,LEGAL OR ADMINISTRATIVE PROCEEDINGS,LOSSES,LIABILITIES,ACTUAL DAMAGES,LIENS,JUDGMENTS,AND COSTS OR EXPENSES (INCLUDING WITHOUT LIMITATION, COSTS OF DEFENSE, COURT OR ARBITRATION COSTS AND PI V 0 T General Terms and Conditions for Professional Engineering Services Page 4 E N G I N E E R S REASONABLE ATTORNEYS'FEES AND DISBURSEMENTS),ARISING OUT OF, RESULTING FROM, OR IN ANY WAY RELATING TO, CLAIMS OR ACTIONS MADE OR BROUGHT BY OR ON BEHALF OF ANY PERSON OR ENTITY,AND THEIR AGENTS,EMPLOYEES AND SUCCESSORS AND ASSIGNS,WHO HAVE ANY OWNERSHIP INTEREST IN THE PROPERTY OR UNITS THEREOF, WHERE SUCH CLAIMS OR ACTIONS ARISE IN WHOLE OR IN PART OUT OF OR RELATE TO CLIENT'S FAILURE TO IMPLEMENT PIVOT'S RECOMMENDATIONS.UNTIL ANY FINAL DETERMINATION IS MADE IN ANY APPROPRIATE LEGAL PROCEEDING CHALLENGING THE OBLIGATION OF CLIENT UNDER THIS SECTION,CLIENT'S OBLIGATIONS UNDER ALL THE TERMS AND PROVISIONS OF THIS SECTION SHALL REMAIN IN FULL FORCE AND EFFECT.CLIENT ACKNOWLEDGES THAT IT IS A SOPHISTICATED AND EXPERIENCED OWNER OF REAL ESTATE AND HAS REVIEWED WITH ITS COUNSEL THE FULL MEANING AND AFFECT OF THE FOREGOING INDEMNITY. 10. Taxes. Client shall be responsible for all sales,use,and excise taxes,and any other similar taxes,duties,and charges of any kind imposed by any federal,state or local governmental entity on any amounts payable by Client hereunder.Unless specifically identified in the Work Authorization,the estimated fee does not include sales,use,and excise taxes or any similar taxes,duties,or charges,and Client agrees to be responsible for and to pay any such taxes,duties,or charges that are subsequently added to the fee by Pivot. 11. Standard of Care for Services. Pivot shall perform the Services consistent with the professional skill and care ordinarily provided by engineers practicing in the same or similar location under the same or similar circumstances and professional license. Pivot shall devote adequate resources to meet its obligations under this Agreement. 12. Hazardous Materials. Client acknowledges that Pivot's Services do not include detection,investigation,evaluation,or abatement of hazardous materials that Pivot may encounter,including but not limited to asbestos,mold,lead,or toxic materials that may be present at the Site. CLIENT HEREBY INDEMNIFIES AND HOLDS PIVOT AND ITS SUBCONSULTANT(S), IF ANY, HARMLESS FROM ANY AND ALL LIABILITIES, DAMAGES, LOSSES, CLAIMS AND EXPENSES ARISING FROM OR IN ANY WAY RELATING TO THE PRESENCE, DISCHARGE,EXPOSURE,OR RELEASE OF HAZARDOUS OR TOXIC MATERIALS OF ANY KIND EXCEPT IF AND TO THE EXTENT SUCH PRESENCE,DISCHARGE,EXPOSURE,OR RELEASE IS THE DIRECT RESULT OF PIVOT'S SOLE NEGLIGENCE. 13. Certification of Independent Engineer for Claims. Prior to instituting any claim,either directly or by way of counterclaim,crossclaim,or third-party petition,or other cause of action against Pivot relating to the Services, Client shall first provide Pivot with a written certification from an independent engineer, licensed in the state in which the Project is located and practicing in the same discipline as Pivot,specifying in reasonable detail the acts or omissions that the certifying engineer contends constitute a violation of the standard of care of an engineer performing professional services of the same kind and in the circumstances provided hereunder.The certificate shall include the name and license number of the certifier and shall be delivered to Pivot at least forty-five(45)days prior to the filing of any claim or institution of any cause of action against Pivot.This Certification of Independent Engineer for Claims clause will take precedence over any existing state law in force at the time of the claim or demand for arbitration. 14. Disclaimer of Warranties. The services provided by Pivot are purely professional services,the essence of which is to provide advice,judgment,opinion,or similar professional skill.Pivot is entering into this Agreement for the exclusive benefit of the Client. In performing these services, Pivot does not make any warranties,either express or implied,as to the quality of its Services. To the extent that Pivot is relying upon documentation or information supplied to it by the Client or the Client's consultants,Pivot shall be entitled to rely upon the accuracy of those documents and information in the performance of its Services. PIVOT MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. PI V 0 T General Terms and Conditions for Professional Engineering Services Page 5 E N G I N E E R S 15. Limitation of Liability. (a)IN RECOGNITION OF THE RELATIVE RISKS,REWARDS,AND BENEFITS OF THE PROJECT TO BOTH THE CLIENT AND PIVOT,THE RISKS HAVE BEEN ALLOCATED SUCH THAT THE CLIENT AGREES THAT,TO THE FULLEST EXTENT PERMITTED BY LAW,PIVOT'S TOTAL LIABILITY TO THE CLIENT, OR ANYONE CLAIMING BY, THROUGH, OR UNDER CLIENT, FOR ANY AND ALL ACTIONS, JUDGMENTS,INJURIES,CLAIMS,COSTS,LOSSES,EXPENSES,DAMAGES,OR EXPENSES ARISING OUT OFTHIS AGREEMENT FROM ANY AND ALL CAUSES SHALL NOT EXCEED THE LESSER OF: (1) THE TOTAL AMOUNT PAID TO PIVOT PURSUANT TO THE APPLICABLE WORK AUTHORIZATION IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM(S)OR(2) THE COLLECTIBLE INSURANCE PROCEEDS FROM THE APPLICABLE INSURANCE POLICIES. (b)THIS LIMITATION OF LIABILITY APPLIES TO ANY AND ALL CLAIMS, INCLUDING BUT NOT LIMITED TO,CLAIMS RELATED TO PIVOT'S NEGLIGENCE, PROFESSIONAL ERRORS AND OMISSIONS,STRICT LIABILITY, BREACH OF CONTRACT,AND BREACH OF WARRANTY,IF ANY. (c)PIVOT SHALL NOT BE LIABLE OR OTHERWISE RESPONSIBLE FOR ANY WORK OR SERVICES PERFORMED BY OTHER PARTIES, FOR THE ACCURACY OF DATA OR OTHER INFORMATION PROVIDED BY CLIENT OR OTHER PARTIES(UPON WHICH PIVOT MAY RELY),OR FOR TESTING OR INSPECTION WORK OR SERVICES PERFORMED BY OTHER PARTIES. 16. Sole Recourse. The parties intend that Pivot's services shall not subject Pivot's individual employees,officers,or directors to any personal legal exposure. Therefore, notwithstanding anything in this Agreement to the contrary, Client agrees that as its sole and exclusive remedy,any claim, demand, or suit shall be directed and/or asserted only against Pivot,and not against any of its employees, officers,managers,members,or directors. 17. Termination. (a) In addition to any remedies that may be provided under this Agreement, Pivot may, upon fourteen (14) days' notice and opportunity to cure,terminate this Agreement for cause if Client: (i)fails to pay any amount when due under this Agreement; (ii)delays,suspends,or otherwise impairs Pivot's performance of Services for more than thirty(30)cumulative days for reasons beyond Pivot's control; (iii)has not otherwise performed or complied with any of the terms of this Agreement,in whole or in part;or (iv) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy,receivership,reorganization,or assignment for the benefit of creditors. Pivot shall have no liability to Client upon termination for cause by Pivot. (b)In addition to Pivot's rights to terminate for cause, Pivot may terminate this Agreement for Pivot's convenience by providing seven(7)days'written notice to Client. (c)Upon fourteen(14)days'notice and opportunity to cure,Client may terminate this Agreement for cause if Pivot fails substantially to perform. (d)Upon any termination under this Section 17,Client shall pay Pivot for all Services performed and Reimbursable Expenses incurred through the date of termination. 18. Waiver. No waiver by Pivot of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Pivot. No failure to exercise,or delay in exercising,any right,remedy,power,or privilege arising from this Agreement operates or may be construed as a waiver thereof.No single or partial exercise of any right,remedy,power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right,remedy,power,or privilege. PI V a T General Terms and Conditions for Professional Engineering Services Page 6 E N G I N E E R S 19. Delays. As outlined in Section 3,Pivot makes no guarantee of the time within which any Services shall be completed.Thus,if Pivot's Services are interrupted,suspended,delayed,or the orderly and continuous progress of its Services is impaired,then any associated change in performance date shall be accepted by the Client and the rates and amounts of compensation for Pivot's Services shall be equitably adjusted to account for such change. 20. Force Maieure. Pivot shall not be liable or responsible to Client,nor be deemed to have defaulted or breached this Agreement,for any failure or delay in fulfilling or performing any term of this Agreement when such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Pivot including,without limitation,acts of God,flood,fire,earthquake,explosion, governmental actions,war,invasion or hostilities(whether war is declared or not),terrorist threats or acts,riot,or other civil unrest, national emergency,revolution,insurrection,epidemic,pandemic,lock-outs,strikes or other labor disputes(whether or not relating to either party's workforce),restraints or delays affecting carriers,inability or delay in obtaining supplies of adequate or suitable materials,telecommunication breakdown,or power outage. 21. Assignment. Neither Pivot nor Client shall assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other party.Any purported assignment or delegation in violation of this Section is null and void.No assignment or delegation relieves Client of its payment obligations under this Agreement.Further,neither Client nor Pivot shall assign or transfer any claims they may have arising from this Agreement or the services performed hereunder. 22. Relationship of the Parties. Pivot is an independent contractor and not an employee of Client. Nothing contained in this Agreement shall be construed as creating any agency,partnership,joint venture or other form of joint enterprise,employment or fiduciary relationship between the parties,and neither party shall have authority to contract for or bind the other party in any manner whatsoever. 23. No Third-party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied,is intended to or shall confer upon any other person or entity any legal or equitable right,benefit,or remedy of any nature whatsoever under or by reason of these Terms. 24. Dispute Resolution. The parties shall give written notice of any dispute,controversy,or claim("Dispute")arising out of or relating to this Agreement, and the parties will attempt in good faith to promptly resolve such Dispute through negotiations between the parties before resorting to other remedies available to them.Any such Dispute shall be referred to appropriate representatives of each party who shall have the authority to resolve the matter.Discussions and correspondence relating to trying to resolve such Dispute shall be treated as confidential information developed for the purpose of settlement and shall be exempt from discovery or production and shall not be admissible in subsequent mediation,other alternate dispute resolution("ADR"),or litigation. If the representatives are unable to resolve the Dispute within thirty(30)days from the date of the written notice of the Dispute, and either party wishes to pursue its rights and remedies relating to such Dispute,then the Dispute shall be subject to mediation by a mutually acceptable mediator appointed pursuant to the mediation rules of the American Arbitration Association within thirty (30)days after written notice by one party,delivered to the other,and filed with the person or entity administering the mediation, demanding non-binding mediation.Such mediation shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of this Agreement. Neither party may unreasonably withhold consent to the selection of a mediator or the location of the mediation.Both parties will share the costs of the mediation equally,except that each party shall bear its own costs and expenses,including attorneys'fees,witness fees,travel expenses,and preparation costs. The parties may also mutually agree in writing to replace mediation with some other form of non-binding or binding ADR.If the parties agree upon binding arbitration,the power of the arbitrator(s)shall be limited to that possessed by a District Court of the State of Texas and the arbitrator(s)shall be prohibited from awarding damages or remedies in excess of those allowed by the PI V a T General Terms and Conditions for Professional Engineering Services Page 7 E N G I N E E R S provisions of this Agreement.Further,unless the parties mutually agree otherwise,such arbitration shall be administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the date of this Agreement Any Dispute which the parties cannot resolve through mediation or ADR within two(2)months of the date of the initial demand for it by one of the parties may then be submitted to a court for resolution.The use of any ADR procedures will not be construed under the doctrine of laches,waiver,or estoppel to adversely affect the rights of either party.Any Dispute regarding the following is not required to be negotiated or mediated: non-payment or late payment; breach of any obligation of confidentiality; infringement, misappropriation, or misuse of any intellectual property right; any other claim where interim relief from the court is sought to prevent serious and irreparable injury to one of the parties or to others. 25. PropertV Insurance. (a)If the Project involves construction,the Client shall purchase and maintain,from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located,property insurance written on a builder's risk "all-risks"completed value or equivalent policy form and sufficient to cover the total value of the entire Project on a replacement cost basis.The builder's risk property insurance shall be maintained until completion of the Project.This insurance shall provide coverage for direct physical loss or damage,and shall not exclude the risks of fire,explosion,theft,vandalism,malicious mischief, collapse, earthquake,flood,or windstorm.The insurance shall also provide coverage for ensuing loss or resulting damage from error,omission,or deficiency in construction methods,design,specifications,workmanship,or materials. (b)If the Services involve repair to an existing structure or constructing an addition to an existing structure,the Client shall also purchase and maintain,through completion of the Services,"all-risks"property insurance,on a replacement cost basis,protecting the existing structure against direct physical loss or damage from the causes of loss identified in Section 25(a) herein, notwithstanding the undertaking of the Services.The Client shall be responsible for all co-insurance penalties. 26. Pivot's Insurance Pivot's certificate of insurance showing our insurance policies is available for review upon request. 27. Waiver of Subrogation. The Client and Pivot waive all rights against each other,and any of Pivot's contractors,subcontractors,subconsultants,agents and employees,for damages caused by fire or other causes of loss to the extent covered by property insurance obtained pursuant to this Agreement,or other property insurance applicable to the Project,except such rights as they have to proceeds of such insurance held by the Client as fiduciary. The policies shall provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification,contractual or otherwise,did not pay the insurance premium directly or indirectly,and whether or not the person or entity had an insurable interest in the property damaged.Client shall take appropriate measures in other Project-related contracts to secure waivers of rights consistent with those set forth in this paragraph. 28. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND ALL DISPUTES HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO ITS CONFLICT OF LAW RULES. Excluding any mediation or other ADR proceeding entered into by and between the parties pursuant to Section 24 above,the parties hereby irrevocably consent and submit to the personal jurisdiction and venue of the state or federal courts located in Travis County,Texas for any action arising from, relating to or in connection with this Agreement,waive any defense based on improper or inconvenient venue or lack of personal jurisdiction and consent that all services of process be made as provided for herein and directed to it at the address to which notices are to be sent under this Agreement,and service so made shall be deemed to be completed when received. PI V a T General Terms and Conditions for Professional Engineering Services Page 8 E N G I N E E R S 29. Notices. All notices,requests,consents,claims,demands,waivers,and other communications hereunder(each,a"Notice")shall be in writing and addressed to the parties at the addresses set forth in the Work Authorization or to such other address that may be designated by the receiving party in writing.All Notices shall be delivered by personal delivery,nationally recognized overnight courier(with all fees pre-paid),or certified or registered mail(in each case,return receipt requested,postage prepaid).Except as otherwise provided in this Agreement,a Notice is effective only(a)upon receipt of the receiving party,and(b)if the party giving the Notice has complied with the requirements of this Section. 30. SeverabilitV. If any term or provision of this Agreement is found to be invalid,illegal,or unenforceable in any jurisdiction,such invalidity,illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. 31. Survival. Provisions of these Terms,which by their nature should apply beyond their terms,will remain in force after any termination or expiration of this Agreement including,but not limited to,Section 1,Sections 7 through 18,and Sections 22 through 32. 32. Amendment and Modification. This Agreement may only be amended or modified in writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party. t , , ti r � e My off Al s 9r Wild mi � ;�- 4AERIAL MAP � t - NOT TO SCALE PROJECT NUMBER: 22405 ONS I A A , PUMP EXHIBIT `O�4U5 CyR m PR 0 VEMEN TS CITY OF CORPUS CHRISTI, TEXAS y DEPARTMENT OF ENGINEERING SERVICES 8 Capital Improvement Plan 2025 thru 2027 City of Corpus Christi, Texas Project# 22405 Project Name ONSWTP Navigation Pump Station Improvements Type Improvement/Additions Department Water Useful Life 40 years Contact Director of Water Utilities Category Water Treatment Priority Priority Level 2 Council District 1 i Status Active Description The City of Corpus Christi owns the Navigation Pump Station(PS),located at 302 North Navigation Blvd,Corpus Christi,Texas,which consists of 2- 10 MG tanks,and 3- 10 MGD pumps.The Pump station was taken offline in 2017 due to operational issues.This project includes upgrades to Navigation Pump Station and surrounding distribution piping to improve water delivery and water quality in the distribution system.Major improvements include upgrades to existing three pumps,one new pump and new VFDs,new flow valves and actuators and transmission main modifications. Justification Bringing the pump station back online will improve overall storage capacity and pressure in the distribution system at the O.N.Stevens Water Treatment Plant.Pump station will be integral for the distribution of water from additional water supply. Expenditures Prior Years 2025 2026 2027 Total Construction/Rehab 10,000,000 9,000,000 19,000,000 Design 1,777,056 1,777,056 Eng,Admin Reimbursements 195,476 500,000 250,000 945,476 Total 1,972,532 10,500,000 9,250,000 21,722,532 Funding Sources Prior Years 2025 2026 2027 Total Revenue Bonds 1,972,532 10,500,000 9,250,000 21,722,532 Total 1,972,532 10,500,000 9,250,000 21,722,532 Budget Impact/Other 71 This project will increase operational resiliency. 353 Professional Services contract Amendment No, 2 ONSWTP Navigation Pump Station Improvements DRAFT Nicholas Wlnkelmann, P.E. Director of Water Systems and Support Services Corpus December 10, 2024 CONS".ChhLWater°°rvingg t the Coastal Bend Project Location fEOPARD Sr. '�� 'C�"�f. _-' '", err 1 . �NM .� ■'. LOCATION MA NOT TO SCALE Jp r�w • 4 it_, m._ m mil l i' 0 ONSWTP I VIGA , PUMP CITY COUNCIL CITY SI . I �, 1CORPUS" .r_ DEPARTMENT OF ENGINEERING SERVICES CCW Background • Navigation Pump Station consists of ; two 10-million-gallon ground storage tanks,three 350 HP booster pumping assemblies, control valves, and other associated equipment • System previously decommissioned in 2018 due to hydraulic integration challenges - ! FLOWSERVpo,ro,.,; • During initial design phase, analysis and y investigation resulted in the need for y sraRrs. additional scope to effectively complete AUTOry�ATICALLy design, ensuring the pump station achieves the reliability and resiliency goals CCW has established for the •- project CCW3 Additional Design scope of Work • Foundation and baffle repairs of ground storage tanks • Additional subsurface utility exploration and geotechnical work due to transmission line crossing a railroad • Design of approximately 3,100 linear feet of 36-inch transmission line • Increasing the diameter of existing ground storage piping from 24-inch to 36-inch • Modifications to existing pump station piping and upgraded electrical equipment OWN CCW-4 Staff Recommendation • Staff recommends approval of the professional services contract amendment No. 2 with STV, Inc., in an amount not to exceed $626,237.00 for the ONSWTP Navigation Pump Station Improvements project • The fiscal impact to FY 2025 is an amount not to exceed $626,237 with funding available through the Water Capital Fund • Currently the project has $1,777,056 budgeted for design -the $379,946 shortfall will be coming from $5,780,088 in construction cost savings from the Nueces Bay Blvd & Poth Lane water line replacement project Project Schedule i September-April Aril -June Jul - November Design Bid/Award ConstructiadEM CCW-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 10, 2024 DATE: December 10, 2024 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P. E., Director of Engineering Services a effreye(a)cctexas.com (361) 826-3851 Nicholas Winkelmann, P.E, Director of Water Systems and Support Services NickW(a)cctexas.com (361) 826-1796 Josh Chronley, CTCD, Assistant Director of Finance & Procurement 0oshc2(a)-cctexas.com (361) 826-3169 Professional Services Contract 16-Inch Water Main Extension Hwy 286 to Alameda CAPTION: Motion authorizing a professional services contract with Halff Associates, Inc., Corpus Christ, Texas, to provide design, bid, and construction phase services for the 16-Inch Water Main Extension Hwy 286 to Alameda St. project in an amount not to exceed $337,848.50, located in Council District 1, with FY 2025 funding available from Water Capital Fund. SUMMARY: This motion authorizes approval of a professional services contract for design, bid, and construction phase services for the 16-Inch Water Main Extension Hwy 286 to Alameda project to install approximately 3,000 linear feet of new 16-inch PVC main from Crosstown Expressway to Alameda Street along Caldwell Street. BACKGROUND AND PURPOSE: The City of Corpus Christi currently has one large diameter transmission main that provides water to the downtown area. The sole original water main feeding the downtown area was constructed in 1954. This project will assist in the need for reliable services and will offer a redundancy to the downtown area by adding approximately 3,00 linear feet of new 16-inch PVC water main. The project will provide professional services for design, bid, and construction phase to install the new 16-inch PVC water main starting at the intersection of Hwy 286 and Caldwell Street to the intersection of Alameda Street and Laredo Street. PROJECT TIMELINE: 2024-2025 • 2026-2027 December - December J F M April - April Design Bid/Award Construction Projected schedule reflects City Council award in December 2024, with anticipated construction completion in April 2027. COMPETITIVE SOLICITATION PROCESS: Halff Associates, Inc., was selected in May 2024 under RFQ 5036 for 16-Inch Water Main Extension Hwy 286 to Alameda projects, which was one of nine projects announced under the Water CIP Projects category of the RFQ. The final evaluation ranked Halff Associates, Inc., as one of the highest ranked firms based on eight factors: 1) experience on projects of similar scope and complexity, 2) demonstrated capability & capacity on comparable projects, 3) past performance, 4) team members with experience and qualifications, 5) team members experience with work of similar scope and complexity, 6) availability of resources to accomplish the work, 7) demonstrated understanding of scope of services, 8) demonstrated understanding and experience with similar services with a public agency. The evaluation selection panel consisted of members from the Engineering Department and Corpus Christi Water. Halff Associates, Inc., has provided professional services for several City projects. Some of these projects include Wildcat Drive Reconstruction Project and Gollihar Road, both with water replacement. Halff Associates, Inc., has also provided professional services for other municipalities, to include Laguna Madre Water District, San Antonio Water System, and McAllen Public Utility. ALTERNATIVES: City Council could choose not to award the design contract which would delay the design and installation of necessary planned water infrastructure improvements. FISCAL IMPACT: The fiscal impact for Corpus Christi Water in FY 2025 is an amount not to exceed $337,848.50 with funding available through the Water Capital Fund. FUNDING DETAIL: Fund: Water CIP (Fund 4099) Department: Water (45) Org: 89 Project: 16-Inch Water Main Extension Hwy 286 to Alameda (Project 23061) Account: Outside Consultants (550950) Activity: 23061 Amount: $337,848.50 RECOMMENDATION: Staff recommends approval of the professional services contract with Halff Associates, Inc., in the amount not to exceed $337,848.50 for 16-Inch Water Main Extension Hwy 286 to Alameda project. The design phase will begin in December 2024 with anticipated completion in December 2025. Construction is anticipated to begin in April 2026 with anticipated completion by April 2027. LIST OF SUPPORTING DOCUMENTS: Location & Vicinity Maps Evaluation Matrix CIP Page Contract Presentation Lockwood Andrews Proposal Evaluation Score Halff Associates Ardurra Urban Pape Dawson Hanson and Newnam Corpus Christi Corpus Christi Corpus Christi Corpus Christi Corpus Christi Corpus Christi Minimum Qualifications Pass/Fail Pass Pass Pass Pass Pass Pass Licensing/Certification J No Material Lawsuits Past 5 Years r '� No Material Regulatory Issues Past 5 Years J ® References Provided for Firm J L'y Minimum Qualifications Pass/Fail Pass Pass Pass Pass Pass Pass Technical Proposal Experience on projects of similar scope and complexity 7.0 6.7 6.7 7.0 6.3 6.0 5.6 Demonstrated capability&capacity on comparable projects 7.0 6.7 6.7 3.5 6.3 6.3 5.3 Past Performance 7.0 5.6 6.3 3.5 5.6 4.6 5.3 Team members with experience and qualifications 7.0 6.7 6.0 5.3 6.3 6.3 5.3 Team members experiencewith work of similar scope and complexity 7.0 6.3 6.0 5.3 6.3 6.0 5.3 Availability of resources to accomplish the work 7.0 6.0 6.0 5.3 5.6 6.0 5.3 Demonstrated understanding ofthe scope of services 14.0 13.3 9.1 14.0 9.1 9.8 10.5 Demonstrated understanding and experiencewith a public agency 14.0 12.6 11.9 14.0 11.9 11.9 11.2 Subtotal Technical Proposal 70.0 63.7 5&5 57.8 57.4 56.7 53.6 Interview Experience on projects of similar scope and complexity 4.0 3.3 3.5 3.0 0.0 0.0 0.0 Demonstrated capability&capacity on comparable projects 4.0 3.5 3.3 1.5 0.0 0.0 0.0 Past Performance 2.0 1.4 1.5 0.6 0.0 0.0 0.0 Team members with experience and qualifications 4.0 3.5 3.5 2.5 0.0 0.0 0.0 Team members experiencewith work of similar scope and complexity 4.0 3.5 3.3 2.5 0.0 0.0 0.0 Availability of resources to accomplish the work 2.0 1.5 1.3 1A 0.0 0.0 0.0 Demonstrated understanding ofthe scope of services 5.0 4.1 3.4 3.1 0.0 0.0 0.0 Demonstrated understanding and experiencewith a public agency 5.0 3.8 4.4 3.8 0.0 0.0 0.0 Subtotal Interview 30.0 24.4 24.1 18.4 0.0 0.0 0.0 Total Score 100.0 88.1 82.5 16.7 53.6 Proposal Evaluation Garver JSchwa rz CP&Y Plummer Mendez Engineering LeFevre Corpus Christi Corpus Christi San Antonio Corpus Christi Corpus Christi Port Mansfield Minimum Qualifications Pass Pass Pass Pass Pass Pass Licensing/Certification No Material Lawsuits Past 5 Years No Material Regulatory Issues Past 5 Years References Provided for Firm Minimum Qualificati, Pass Pass Pass Pass Pass Pass Technical Proposal Experience on projects of similar scope and complexity 6.0 5.6 4.9 4.6 4.2 2.8 Demonstrated capability&capacity on comparable projects 6.0 5.6 4.9 4.6 4.6 3.5 Past Performance 3.9 4.2 5.3 3.9 2.8 2.5 Team members with experience and qualifications 6.0 6.0 4.9 4.9 4.6 4.9 Team members experiencewith work of similar scope and complexity 6.0 5.3 5.6 4.9 3.5 3.9 Availability of resources to accomplish the work 5.3 4.9 5.3 4.9 4.6 4.2 Demonstrated understanding ofthe scope of services 9.1 9.1 9.1 9.8 7.7 9.1 Demonstrated understanding and experiencewith a public agency 11.2 11.2 9.8 11.2 8.4 8.4 Subtotal Technical Prop( 53.2 51.8 49.7 48.7 40.3 39.2 Interview Experienceon projects of similar scope and complexity 0.0 0.0 0.0 0.0 0.0 0.0 Demonstrated capability&capacity on comparable projects 0.0 0.0 0.0 0.0 0.0 0.0 Past Performance 0.0 0.0 0.0 0.0 0.0 0.0 Team members with experience and qualifications 0.0 0.0 0.0 0.0 0.0 0.0 Team members experiencewith work of similar scope and complexity 0.0 0.0 0.0 0.0 0.0 0.0 Availability of resources to accomplish the work 0.0 0.0 0.0 0.0 0.0 0.0 Demonstrated understanding ofthe scope of services 0.0 0.0 0.0 0.0 0.0 0.0 Demonstrated understanding and experiencewith a public agency 0.0 0.0 0.0 0.0 0.0 0.0 Subtotal lntery 0.0 0.0 0.0 0.0 0.0 0.0 Total Scoi 53.2 51.8 49.7 48.7 40.3 39.2 Civil and Proposal Evaluation Environmental SAMES Consultants Corpus Christi McAllen Minimum Qualifications Pass Pass Licensing/Certification No Material Lawsuits Past 5 Years �- No Material Regulatory Issues Past 5 Years References Provided for Firm Minimum Qualificati, Pass Pass Technical Proposal Experience on projects of similar scope and complexity 3.9 3.5 Demonstrated capability&capacity on comparable projects 3.9 3.5 Past Performance 2.5 3.5 Team members with experience and qualifications 3.9 3.5 Team members experiencewith work of similar scope and complexity 3.2 3.5 Availability of resources to accomplish the work 4.2 3.5 Demonstrated understanding ofthe scope of services 8.4 7.0 Demonstrated understanding and experiencewith a public agency 9.1 7.0 Subtotal Technical Prop( 38.9 35.0 Interview Experience on projects of similar scope and complexity 0.0 0.0 Demonstrated capability&capacity on comparable projects 0.0 0.0 Past Performance 0.0 0.0 Team members with experience and qualifications 0.0 0.0 Team members experiencewith work of similar scope and complexity 0.0 0.0 Availability of resources to accomplish the work 0.0 0.0 Demonstrated understanding ofthe scope of services 0.0 0.0 Demonstrated understanding and experiencewith a public agency 0.0 0.0 Subtotal lntery 0.0 0.0 Total Scoi 35.0 Capital Improvement Plan 2025 rhm 2027 City of Corpus Christi, Texas Project# 23061 'i ,?�► ,,� €' Project Name 16-inch Water Main Extension SH286 to Alameda Type Improvement/Additions Department Water mwcwennwr. ° r. Useful Life 40 years Contact Director of Water Utilities MAP Category Water Distribution Priority Priority Level 2 n Council District I e SS Status Active r k� Description This project will consist of installing approximately 3,100 LF of new 16"PVC main beginning at the Crosstown Expressway,running along Caldwell and connecting to a 16"main at Alameda and Laredo.It will make use of the new 16"crossing at Crosstown and provide an additional water feed to the downtown area. Justification The additional water feed to the downtown area will improve reliability of service by improving supply and pressure. Expenditures Prior Years 2025 2026 2027 Total Construction/Rehab 4,000,000 2,000,000 6,000,000 Design 800,000 800,000 Eng,Admin Reimbursements 80,000 400,000 200,000 680,000 Total 880,000 4,400,000 2,200,000 7,480,000 Funding Sources Prior Years 2025 2026 2027 Total Revenue Bonds 880,000 4,400,000 2,200,000 7,480,000 Total 880,000 4,400,000 2,200,000 7,480,000 Budget Impact/Otheg 71 The operational budget impact will be favorable as reliability of service will improve and the need for emergency repairs will decrease. 361 WIN .17 i/r7h 11 Ad LOCATION MAP NOT TO SCALE Vf IF 711 e � r I�� ■ T � • 1 �s - .�.. e 14� . � r }_ 1 T y • ' 43 1 AM AERIAL MAP Ig NOT TO SCALE PROJECT NUMBER: 23061 16" WATERLINEMAINEXTENSION CITY COUNCIL EXHIBIT CITY PUS C 0 a OF CORPUS SH 286 TO I I ' I STREET DEPARTMENT OF ENGINEERING SERVICES MLh A Carpus Chr sti Engineering 16-Inch Water Main Extension SH 286 to Alameda Council Presentation December 10, 2024 Project Location Engineering ,� de�ll•N'�� N M ; ti. LOCATION MAP � �=' k. PROJECT LOCATION °9.-�16��1' dLM'RELL s- r4r l�p'I cP" q <INNtr Si h 1i. ncNcs si. � AERIAL MAP NOT i0 SCRLE PRQIECT N(IM9Eft:23OE1 Project Scope Corpus ChrSO Engineering A brief summary of proposed improvements is as follows: • Installation of approximately 3,000 linear feet of new 16-Inch PVC water main running along Caldwell Street and Alameda Street starting at intersection of SH 286 to Laredo Street. • Additional water feed to the downtown area will improve reliability of service by improving supply and pressure. 3 Project Schedule *Ch,� Engineering 2024-2025 • 2026-2027 December - December J 7F M April - ApriI Design Bid/Award Construction Projected Schedule reflects City Council award in December 2024 with anticipated construction completion in April 2027. bus G� 0 N'aRPOAp«" AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting of December 10, 2024 DATE: December 3, 2024 TO: Peter Zanoni, City Manager FROM: Ryan Skrobarcyzk, Director of Intergovernmental Relations ryanS5@cctexas.com 361.826.3622 Motion to Authorize Renewal of Agreement with the United Corpus Christi Chamber of Commerce to Support the South Texas Military Task Force CAPTION: Motion authorizing renewal of an agreement with the United Corpus Christi Chamber of Commerce to support the operations and activities of the South Texas Military Task Force during Fiscal Year 2025 in the amount of$75,000. SUMMARY: The City of Corpus Christi contributes $75,000 per year to the United Corpus Christi Chamber of Commerce (Chamber) for the operations, activities and tasks of the South Texas Military Task Force (STMTF) to protect the Military missions based in Corpus Christi. BACKGROUND AND FINDINGS: The City of Corpus Christi contributes $75,000 per year to the United Corpus Christi Chamber of Commerce (Chamber) for the operations and activities of the South Texas Military Task Force (STMTF). The STMTF is a committee of the Chamber whose purpose is to advocate for and protect the military missions based in Corpus Christi including: • Naval Air Station Corpus Christi (NASCC) • Corpus Christi Army Depot (CCAD) • Chief of Naval Air Training (CNATRA) • Tenant commands at NASCC • U.S. Coast Guard Sector at the Corpus Christi International Airport. The City and the Task Force adopted a formal agreement which established specific expectations and responsibilities for the Task Force and this agreement has been updated to reflect the current needs of the City and our Military partners. In addition to basic operational responsibilities, the agreement requires the Task Force to provide semi-annual reports to the City detailing STMTF activities, achievements, and an updated financial report for the Task Force. Page 1 of 2 ALTERNATIVES: The City Council may choose to: 1. Amend the agreement. 2. Do not approve the agreement. FISCAL IMPACT: This membership was included in the FY2025 Intergovernmental Relations budget for Memberships, licenses, and dues. FUNDING DETAIL: Fund: General Fund Organization/ Activity: 10250 Mission Element: Project # (CIP Only): Account: 530250 Memberships, licenses, and dues RECOMMENDATION: Staff recommends approval of the motion. LIST OF SUPPORTING DOCUMENTS: STMTF Funding Agreement FY 25 STMTF Semi Annual Report June 2024 Page 2 of 2 SOUTH TEXAS MILITARY TASK FORCE AGREEMENT BETWEEN UNITED CORPUS CHRISTI CHAMBER OF COMMERCE AND THE CITY OF CORPUS CHRISTI This agreement entered into on the date of its execution as set forth below by and between the United Corpus Christi Chamber of Commerce ("UCCC") and the City of Corpus Christi ("City") for the South Texas Military Task Force ("STMTF"). The UCCC is an organization founded for the promotion of businesses, creation and retention of jobs, and overall benefit of Corpus Christi, Texas, Nueces County, and surrounding areas. The STMTF is a committee of the UCCC focused on preserving, expanding, and supporting military activities in South Texas. The City seeks to stimulate business and commercial activities in Corpus Christi,Nueces County, and the area. The STMTF, a committee of the UCCC,will: 1) Stimulate, encourage, and develop business location and commercial activity, including preparation and implementation of strategic plans for maximum utility of area military facilities and other community assets for military activities; 2) Promote and advertise the area by in-person presentations locally and in other areas for the benefit of Corpus Christi,Nueces County, and surrounding areas; 3) Undertake robust advocacy activities to secure, protect, and expand local military bases and activities; 4) Diligently utilize the resources of the STMTF to promote the cause of administration of the program above; and 5) Submit reports semi-annually to The City detailing the activities of the STMTF in the performance of obligations pursuant to this agreement.UCCC shall include in its report a detailed accounting of expenditures of the funds and any measurable results obtained. 6) Submit activity and financial reports to the Intergovernmental Relations Department of the City of Corpus Christi by July 30th for the period of January to June of each year and by January 30th for the period of July-December each year. 7) Allow the Mayor of the City of Corpus Christi to serve as a permanent member of the Executive Committee of the STMTF. The Mayor may designate a member of the staff of the City of Corpus Christi to represent the City, including casting the Mayor's vote at all meetings of the Task Force. 8) Adopt an annual budget detailing revenues and expenditures in accordance with adopted operating policies and procedures. 9) Have any changes to the adopted operating policies and procedures approved by the Executive Committee of the STMTF. 10)Not adopt policies that conflict with policies, initiatives, and other actions adopted by the United Corpus Christi Chamber of Commerce or its member governmental units. 1 As payment for these services for FISCAL YEAR 2025 (October 1. 2024, throughSeptember 30. 2025 the City agrees to provide$75,000.UCCC will cause this funding to be segregated from other funds used for activities unrelated to STMTF activities and the purposes of this agreement. This agreement will continue in force and effect until September 30, 2025. In the event the UCCC terminates the program activities subject to this agreement prior to the expiration of this agreement, the balance of any remaining funds shall be returned to the City in the same proportion that the City funds bear to the total funds received or in possession of UCCC to conduct activities related to this agreement. WITNESS our hands on this day of December 2024. Peter Zanom Al Arreola City Manager President and CEO City of Corpus Christi United Corpus Christi Chamber of Commerce 2 rf W MILITARY TASK FORCE November, 2S, 2024 Ms.Anderson, Thank you and the City of Corpus Christi for your continued support to the South Texas Military Task Force. Attached is our first Semi-annual report and financial update for 2024. This report highlights recent Task Force activity in support of our mission to preserve, protect, and expand the value of military facilities in the Coastal Bend Region. I am available to further discuss details of this report and welcome your feedback anytime. Again,thank you and the City of Corpus Christi for your continued support in our mission. The South Texas Military is stronger because of your support. Very Respectfully, /�41k Kresten Cook Executive Director, South Texas Military Task Force Attachment: STMTF Semi Annual Report 2024 1 Y � W HILITAILY TASK FORCE South Texas Military Task Force First Semi-Annual Report 2024 Invited Keith Graf, Executive Director of the Texas Military Preparedness Commission, to STMTF Quarterly Meeting and USCG Commissioning Ceremony at VMHS. Keith accepted the invite and requested visits with area military installations. Set up tours of CCAD and NASCC on 13 NOV following the Quarterly meeting. Looking into availability of USCG Admiral Watson for a meet and greet event on evening of 13 Nov. Attended the United Corpus Christi Chamber of Commerce Board Meeting and provided an update on STMTF activity. Several members were interested in the possibility of establishing food related business on or near NASCC. Received invitation to speak at the Army Aviation Association of America's Luther Jones Forum on 11 DEC. Will provide an update on the STMTF. Also, the STMTF and the City of Corpus Christi will co-sponsor the evening social on I I DEC. Reviewed the City of Corpus Christi's Military Legislative Agenda for Ryan Skrobyczk, and provided additional input. Received from Larry Meyers, letter to SEN Cornyn from SECNAV Del Toro, a response to the Child Development Center letter initiated by Sen. Cruz and cosigned by Cloud and Cornyn. Provided input back to Larry. Partnered with the city of Corpus Christi to prepare the application for designation as a Coast Guard city. Provided letters of endorsement and supporting documentation end coordinated at all levels with the Coast Guard. Received news from Coast Guard headquarters that the application was one of the best they've ever seen and they would like permission to use it as an example for future cities. Final notification of Coast Guard city designation will take a few months. Made a presentation on the South Texas military task force to the Antiques and Flowers ladies group of Corpus Christi on October 3ra Worked with the excellent team at First Community Bank for another successful military appreciation dove hunt on September 26th. Over 60 military hunters from the Marines Navy Army and Coast Guard attended. Preliminary work included several written forms and conversations with Coast Guard and Navy lawyers to obtain clearance for the military to attend the event. Working with the Performing Arts Center in of Corpus Christi as they host The United States Army Field Band and Soldiers Chorus on Friday October 18th. This Ferguson Bravo series performance is available to the military and public at no charge. Set notifications of this event to all area military commanders. And asked CCAD Commander COL Kevin Considine to introduce the Army Band. Attended Naval Air station Kingsville change of command ceremony on 13 September as Captain Eric Bromley turned over the reins to Captain Michael Bishop Set up a meet and greet event for Rear Admiral Hewitt,Navy region commander southeast. The event was held at the first community banks community room where the First Community Bank team were once again wonderful hosts. Invited Keith Graff from the governor's office to attend. Met with training wing for Commodore Captain Paul Penn with Gary Bradford and Alan Wilson. Learned about many of his concerns as to the state of Naval Air station Corpus Christi. Examples include lack of food facilities , lack of physical fitness facilities, and housing challenges for his 900 students. Captain Penn mentioned he knew Vice Admiral Gray very well and was willing to accompany us on my future trip to Navy Installation Command headquarters. Received some good news from Ben Pollack on the potential use of Texas A&M University Corpus Christi housing availability at their Village location. Apparently, they have some vacancies at a reasonable price. Had a successful trip to Washington DC with members of the task force. Met with senator Cruz senator Cornyn's MLA. . Met with congressman Clouds MLA.Worked with Captain Charlie Wilson of the Coast Guard to set up a meeting at Coast Guard headquarters. Met with USCG Rear Admiral Watson and his team. Worked with Colonel Kevin Considine commander of Corpus Christi army depot to set up meetings at the the Directorate of Army Aviation (DAMO-AV), a part of the Headquarters Department of the Army G-3/5/7. Its mission is to develop and oversee policies, programs, and plans for Army Aviation. DAMO-AV also serves as the central coordination point and main Army staff advisor for all things Army Aviation.. Provided feedback requested by USCG Captains Wilson and Bertheau on our meetings at U.S. Coast guard headquarters. Working with Training Wing—2 to Commodore CAPT Aaron"Princes" Rybar on setting up future distinguished visitor embarks to view Chief of Naval Air Training students doing their first carrier qualifications.Next opportunity for embark is scheduled for December 13-15. Coordinating with NASK PAO, Terry Shannon on invitations. Attended the groundbreaking ceremony for Corpus Christi Army Depot's phase 4 of their Dynamic Component Repair Facility complex. Toured NASCC and noted several Army funded improvements as a result of these new facilities including a new Auto Hobby Shop and a new running track and ball fields under construction. Assisted the USS Kingsville commissioning planning group with points of contact of all area military leaders and guest list development for Commissioning week. Attended the commissioning ceremony on 24 September. Also intended the USS Kingsville gala celebration on the LEX on 23 September. Currently serving as President on the USS Lexington board of directors. Held a successful South Texas military task force quarterly meeting on 15 September and received presentation from Defense Logistics Agency commander Lieutenant Colonel Tim Owens. Assisted Megan Considine (wife of CCAD Commander Kevin Consedine) in her application for the Texas military spouse task force. Provided letter of support to the Texas higher education board advocating for new doctoral programs in Engineering at Texas A&M Corpus Christi. Provided letter of endorsement to USCG Headquarters in support of designating Corpus Christi as a Coast Guard City. Attended the Corpus Christi's State of the City event and invited several military commanders as guests of the task force. Signed agreement to once again Co-sponsor the meet and greet event at the upcoming Luther Jones symposium as part of the Army Aviation Association of America annual meeting in Corpus Christi in December Assisted the USS Kingsville commissioning committee with logistical support and guest list development from the South Texas Military Task Force and associated members. Commissioning of the ship and events are set for the week of August 18th, 2024. Worked with the Chief of Naval Air Training on the second distinguished visitor embark trip to the US Navy Carrier USS Truman. Corpus Christi Regional Transportation Authority executive director Derek Majchszak and Corpus Christi Metropolitan Planning Organization chief Rob MacDonald participated on this trip. Provided STMTF Challenge coins to these gentlemen to recognize deserving military on the visit. Convened South Texas Military Task Force executive committee meetings for 26 April and 28 June. Also set up the STMTF quarterly meeting on May 8th and received updates from the US Coast Guard Sector Corpus Christi and U.S. Coast Guard Air Station from Captains Hans Govertsen and Jason Gunning. Met with incoming Coast Guard Sector commander captain Torry Bertheau and attended Coast Guard sector change of command and retirement for Captain Jason Gunning on June 28th. Received news that the Texas Military Preparedness Commission will meet in Corpus Christi this Fall. Will work with Commissioner Garry Bradford on logistics and to assist in setting up tours of NAS Corpus Christi and Corpus Christi Army Depot. Worked with congressman Michael Cloud's office on issues in the National Defense Authorization Act or NDAA that specifically support Naval Air Station Corpus Christi and Corpus Christi Army Depot to improve quality of life for service members and infrastructure improvements Provided information to city manager of Kingsville, Mark McLaughlin on potential financial support to the South Texas Military Task Force Received updated economic impact information from the governor's office on the importance of our area military installations in our area are military installations create over 30,000 jobs and have over a$5 billion impact per year to the Corpus Christi area. Working with the city of Corpus Christi on application to designate Corpus Christi as a Coast Guard City- the first such designation in Texas Met with Lieutenant Colonel Andrew Stevens the new professor of military science and head of the ROTC unit at Texas A&M Corpus Christi. Continued work on housing challenges at Naval Air station Corpus Christi where presently there is no housing available for unaccompanied sailors and soldiers. Met with Corpus Christi housing leaders to see the possibility of military utilizing this source. Also contacted Texas A&M Corpus Christi university to check on availability of housing on the momentum campus for the military At the request of area military, forwarded updated addresses and contact information of area military commanders to the Buccaneer Commission and the Los Donas Committee. Together with chairman Allen Wilson made a presentation to San Patricio county requesting funding for the task force. Met with Coast Guard commanders Captain Hans Govertsen and Captain Jason Gunning to kick off a project to designate Corpus Christi as a Coast Guard city. Met with executive committee members to discuss the potential of using a portion of the future 1/8 cent tax for projects that will support area military infrastructure. Received information from CAPT Eric Bromley Commanding Officer of Naval Air Station Kingsville on NASK's ongoing project priorities which includes front gate improvements MWR RV park and structural repairs to hangar 4. Met with Edward Goodroe, Director office of Military Veteran Services Texas A&M Corpus Christi Continued work on the Governor's committee to support the military to develop legislative priorities supporting military and families for the upcoming session of the Texas Legislature. Authored the section on the report for workforce development and partnering with area schools and universities to develop critically needed skills in aviation repair. Attended mayors monthly interagency meetings on May 3rd and April 5tn Provided complimentary tickets to Coast Guard Sector members to attend Corpus Christi Tritons football game on Friday April 19 Provided updated and prioritized needs list from Naval Air Station Corpus Christi including Child Development Center, housing challenges, energy resilience project including geothermal, military firefighting training facility, and the need for a fiber optic network on NASCC. South Texas Military Task Force Budget - Updated June 2024 2023 YTD 2024 YTD 2024 YTD Contributors/Income Jun-24 Actual Actual Budget 1st Community Bank $0 $5,000 $0 $5,000 AEP $0 $0 $0 $5,000 City of Corpus Christi $0 $75,000 $75,000 $75,000 Corpus Christi Regional Transportation Authority $0 $25,000 $0 $25,000 Nueces County $0 $40,000 $40,000 $40,000 Port of Corpus Christi $0 $75,000 $37,500 $75,000 Frost Bank $0 $0 $0 $5,000 San Patricio County $0 $0 $0 $5,000 Unique Employment HR Services $5,000 $20,000 $15,000 $20,000 Total $5,000 $240,000 $167,500 $255,000 2023 YTD 2024 YTD 2024 YTD Budgeted Expenses Jun-24 Actual Actual Budget Supplies(wings for aviators) $0 $0 $2,538 $3,000 Travel &Accomodations $0 $2,739 $0 $8,304 Meetings&Quarterly Meetings Expenses $493 $7,830 $1,295 $6,000 Exec Director Salary/Allowances Transfer $6,849 $82,188 $41,094 $70,392 Chamber support $1,400 $16,800 $8,400 $16,800 Lobbying and related expenses $11,000 $132,000 $68,296 $134,004 Communications $0 $0 $0 $1,000 Miscellanous $0 $1,250 $0 $1,000 Total $19,742 $242,807 $121,622 $240,500 Renewal of an agreement with the United Corpus Christi Chamber of Commerce to support the operations and activities of the South Texas Military Task Force during Fiscal Year 2025 in the amount of $75,000. . Ryan Skrobarczyk Director, Intergovernmental Relations December 10, 2024 South Texas Military Task Force The South Texas Military Task Force (STMTF) is a committee of the United Corpus Christi Chamber of Commerce. It consists of a collection of civilian community and business leaders dedicated to preserving, protecting, and expanding the missions of the South Texas Military Facilities. �t1A ,�.� South Texas Military Installations: 0 Naval Air Station Corpus Christi '�W w Corpus Christi Army Depot _ xw 1 Naval Air Station Kingsville MIMARY TAM FW" • Coast Guard Sector/Air Station Corpus Christi South Texas Military Task Force Recent Task Force Activities: • Helped to coordinate the City's application for U.S. Coast Guard City Designation • Supported Congressman Cloud's funding amendments for the Child Development Center and Enlisted Service Member Housing • Advocated to congressional and military leadership on behalf of the local Depot regarding declining workload concerns (50/50 rule, i.e.) • Executive Director provided legislative recommendations through the Governor's Committee to Support the Military • Hosted visiting military leadership to demonstrate public support of local military activity • Served as military representative on planning organizations like the MPO • Supported area applications to military grant programs in state's DEAAG and the federal DCIP South Texas Military Task Force Task Force Contributors: • City of Corpus Christi • Port of Corpus Christi • Nueces County • Corpus Christi Regional Transportation Authority • San Patricio County • AEP • 1st Community Bank • Unique Employment HR Services • Frost Bank South Texas Military Task Force Since 2013, the City of Corpus Christi has contributed $75,000 annually through the support agreement with the Task Force Staff recommends renewal of the agreement to support the operations and activities of the South Texas Military Task Force during Fiscal Year 2025 in the amount of $75,000. • i� • it� �� . .� . -� 6 se 0 0 U NCORPO0.1¢ AGENDA MEMORANDUM ss52 One-Reading Ordinance for the City Council Meeting of December 10, 2024 DATE: November 14, 2024 TO: Peter Zanoni, City Manager FROM: Daniel McGinn, AICP, Director of Planning and Community Development Daniel Mc(u)-cctexas.com (361) 826-7011 Adoption of a new Bayside Area Development Plan CAPTION: One reading ordinance adopting a new Bayside Area Development Plan, an element of the Plan CC Comprehensive Plan; rescinding the former Southeast Area Development Plan adopted by ordinance #022265; 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 of 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. Understand and address bay-related environmental issues. 3. Improve green and open spaces. 4. Prioritize safe transportation for all. 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 with Exhibit A, the "Bayside Area Development Plan" Presentation One-Reading ordinance adopting a new Bayside Area Development Plan, an element of the Plan CC Comprehensive Plan; rescinding the former Southeast Area Development Plan adopted by ordinance #022265; and amending conflicting plans. WHEREAS, the Planning Commission has forwarded to City Council its reports and recommendations concerning the adoption of the Bayside Area Development Plan; WHEREAS, the planning district is named "Southeast" (City Council Ordinance #022265) and "Midtown" (City Council Ordinance #030978) but now will be named "Bayside"; WHEREAS, with proper notice to the public, public hearings were held during a meeting of the Planning Commission and during a meeting of the City Council, during which all interested persons were allowed to give testimony and present written evidence; WHEREAS, City staff conducted public engagement and used community feedback to help develop the new Bayside Area Development Plan; WHEREAS, an advisory committee of community members provided guidance and assistance throughout the process; WHEREAS, the recommendations within the plan include amendments to the Strategic Plan for Active Mobility, Phase 1: Bicycle Mobility Plan, a component of the City's adopted mobility plan titled "MobilityCC;" WHEREAS, the City shall use the Bayside Area Development Plan as a guideline for urban growth, implementation of policy initiatives and public investments, and to facilitate other plans that the City considers necessary for systematic growth and development; and WHEREAS, the City Council has determined that these amendments would best serve public health, safety, necessity, convenience, and general welfare of the City of Corpus Christi and its citizens. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. The Southeast Area Development Plan, adopted by City Council ordinance #022265 is hereby rescinded. SECTION 2. The Bayside Area Development Plan, as shown in Exhibit A, which is attached and incorporated by reference, is adopted as an element of the Plan CC Comprehensive Plan ("Comprehensive Plan"). SECTION 3. To the extent that the amendment made by this ordinance represents a deviation from the Comprehensive Plan, the Comprehensive Plan is amended to conform to the amendment made by this ordinance. The Comprehensive Plan, as amended from time to time and except as changed by this ordinance, remains in full force and effect. SECTION 4. The City Council intends that every section, paragraph, subdivision, clause, 1of2 phrase, word or provision hereof shall be given full force and effect for its purpose. Therefore, if any section, paragraph, subdivision, clause, phrase, word or provision of this ordinance is held invalid or unconstitutional by final judgment of a court of competent jurisdiction, that judgment shall not affect any other section, paragraph, subdivision, clause, phrase, word or provision of this ordinance. SECTION 5. This section constitutes a written request by the mayor or majority of the members of the Council for this ordinance to be passed finally on the date of introduction due to emergency. The City Council finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs; and suspends the City Charter rule that requires consideration of and voting upon ordinances at two regular meetings so that this ordinance is passed and takes effect upon first reading as an emergency measure. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary 2of2 EXHIBIT A City of Corpus Christi ■ Bi3ySldE! Area Development Plan 9 q LE r.� e, Boyside *111 AWN CC 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% White 17.4/ 10 to 19 0.7% 50 to 65 Median 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, Transportation,and Housing. , 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 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 1 Other Other L_ 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 ENVIRONMENTLL SOCIAL Environmental Issues Facing Bayside Social Issues Facing Bayside Bacteria/Trash in the Bays Crime or perception of crime (� Homelessness Not enough shade/trees t Lack of community gathering places ___J Hurricanes and major storms It Stray animals/loose pets Flooding JW_ Neighbors don't know each other Sea-level rise Lack of affordable senior care choices 1 Other I♦ Other . 0% 5% 10% 15% 20%25%30%35%40% 0% 5% 10% 15% 20% 25% 300/a MAPPING EXERCISEM 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. 60 a) 50 0 40 0 L 30 E Z 20 10 — 0 Access Deterioration Ecology Infrastructure Resilience Revitalization _u 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 Ln CL O } LO L U U y r 1� Q = irline Rd � 1 n _0 ' 0 sp y Z w co to z � SPortAve 4, UJ 10 dA 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 ,V4 V I S 1 0 N THEMES s �� i P pppp _ _ f 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 .. M/t I � ^.ail 4:1 .5 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 - Y VISION THEME J - • E r 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 jA M TMoKwom: w s 100%of community b _ `J4 meeting participants agreed with this vision* At . MI& 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 r _iF7�� VISION THEMES O OUV 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 _ _ �a poll r� ' VISION THEMES k M .. aernle,i 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. 9 • Staples Street between Buckaroo Trail to Leopard Street. • Ayers Street between Baldwin Boulevard and Staples Street at Six Points. • Morgan Avenue between Ocean 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. 0 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 I bicycles while enjoying the bay views and parks and connecting TAM U-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 M 4RGAl1 AVi ' �� x-. - lhdFyQ �4u d gri' C n 1 :t"'s' IfY'yFq 4# •�k• s ' ql k r e W 1. o NIB SP - �* r": F fNM704 ST r 4 ocf44,all J l R ,.. Y � ALAMIDA STREET � CONCEPT DESIGNS r. 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 lop BAYSIDE AREA DEVELOPMENT PLAN P1. � � IALAMEDA CONCEPT DESIGNS Of ALAMEDA - TEXAN TRAIL STREET IMPROVEMENTS -Proposed-------------Crosswalk----------------------------------------- ........... ................................................................ 2 Proposed Bike Lane .............................................................................. ------------------------------------------- Existing Crosswalk ................. 4 Traffic Light ........... ................................................................ Existing Bus Stop ........... ................................................................ OProposed Tree Yellow Lane Divider ........... ................................................................ Proposed Bike Lane Parcel ........... ................................................................ 7' 8- L 6' 2.5' 111 10, ill 10, Ill 25' 6' V 7' Right-of-Way Section for Alameda St. 68 NOVEMBER 14, 2024 CITY OF CORPUS CHRISTI ALAMEDA CONCEPT DESIGNS LI 71 N ROSSITERST _ f� o Y ♦ - O AAA Lu " -Tr - rr r~ I j TEXAN TRAIL 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 � y;;' c"l - { �� .r• .�. girt. � �� y r Lc? CD CD . Lij .00 00 00 r. • = ` W !r7 . ��-�. ^`�•.. �� \ .l' ✓fir' . .00 �� IIIIIIIIIIIIIy � .+.� .. 11 i F f •i f'1 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 s E `/ liD 04, . SO / . �: Imo• .�' / /� • 1 . \ COUNTRY CLUB DR , I . I I I I \ BAYSIDE AREA DEVELOPMENT PLAN 73 r- r e, Boyside �,,�N CC AREA DEVELOPMENT PLAN i City of Corpus Christi ■ 13 S I E! B d Area Development Plan r.� t:27,4 W- "0" -�. e, Boyside *111 AWN CC 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 COMMITTEE 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% White 17.4/ 10 to 19 0.7% 50 to 65 Median 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, Transportation,and Housing. , 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 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 1 Other Other L_ 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 ENVIRONMENTLL SOCIAL Environmental Issues Facing Bayside Social Issues Facing Bayside Bacteria/Trash in the Bays Crime or perception of crime (� Homelessness Not enough shade/trees t Lack of community gathering places ___J Hurricanes and major storms It Stray animals/loose pets Flooding JW_ Neighbors don't know each other Sea-level rise Lack of affordable senior care choices 1 Other I♦ Other . 0% 5% 10% 15% 20%25%30%35%40% 0% 5% 10% 15% 20% 25% 300/a MAPPING EXERCISEM 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. 60 a) 50 0 40 0 L 30 E Z 20 10 — 0 Access Deterioration Ecology Infrastructure Resilience Revitalization _u 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 Ln CL O } LO L U U y r 1� Q = irline Rd � 1 n _0 ' 0 sp y Z w co to z � SPortAve 4, UJ 10 dA 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 ,V4 V I S 1 0 N THEMES s �� i P pppp _ _ f 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 .. M/t I � ^.ail 4:1 .5 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 - Y VISION THEME J - • E r 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 jA M TMoKwom: w s 100%of community b _ `J4 meeting participants agreed with this vision* At . MI& 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 r _iF7�� VISION THEMES O OUV 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 _ _ �a poll r� ' VISION THEMES k M .. aernle,i 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 AND :.....:.............................................:.......................................:.................................. :..................................: IMPROVE GREEN AND OPEN 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 w� Moir 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 1.1.4Amend 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 former Sunrise Mall,and Port- 1.3.2 Evaluate best practices for pedestrian Ayers intersection;the following and bicycle infrastructure and areas as"Neighborhood Villages": amend Section 6.2.3 Pedestrian and Everhart Road/Staples Street/ Bicycle Accommodations to improve Carmel Parkway,Alameda Street/ local infrastructure designs. Doddridge Road,Alameda Street/ 1.3.3 Evaluate and amend Chapter 9 Robert Drive,and Alameda Street/ Landscaping Design Requirements Airline Road;and the following areas to optimize landscaping or tree as"Collegetowns": Del Mar College planting in a way that creates shade and improved aesthetics along sidewalks or multi-use paths. �f sT 1(. yyy ,'rgiypquFsg' { fl*p F JJJIII �' Mixing residential and commercial uses at small scales can help Creative use of public right-of-ways can provide opportunities for foster a more vibrant,walkable community experience public plazas and other forms of public space 30 NOVEMBER 14, 2024 / CITY OF CORPUS CHRISTI POLICY INITIATIVES Heritage Campus on Ayers Street/ 1.5.1 Continue incorporating physical Baldwin Avenue and Ennis Joslin improvements to public spaces in Road/Ocean Drive corridor as a future Capital Improvement Plans collegetown to help increase use and community 1.4.2 Incentivize businesses to share connections to Corpus Christi and Oso Bays.(2022 Parks,Recreation, parking,especially within areas and Open Space Master Plan,Policy identified as Urban Villages and or 2 2 6) Mixed-Use. 1.4.3 Develop specific plans for identified 1.5.2 Support small-scale,semi-permanent, Urban Villages, Neighborhood and leasable spaces for markets and Villages,and Collegetowns. restaurants,near and along Corpus Christi Bay. 1.4.4 Create a local government 1.5.3 The City of Corpus Christi Office of corporation to act as a Economic Development will create redevelopment agency in and manage programs to revitalize designated areas of the city where the Bayside business community. redevelopment is desired,such as the Urban and Neighborhood Village locations. 1.4.5 Apply Corridor Mixed-Use District zoning as described in the Corpus Christi Unified Development Code update,if approved,to those areas identified as Urban Villages, Neighborhood Villages,and Collegetowns. � 1.4.6 Utilize economic development incentive programs such as U neighborhood empowerment zones,public improvement districts, Chapter 380 incentives,and tax increment financing to spur , redevelopment. = =� S _ 1.5 Support destination, recreation,and _ entertainment options that encourage visitors and locals to visit Corpus ` -� Christi and Oso Bays. Wider sidewalks,reduced setbacks,and more flexible urban design standards foster more engaging forms of community space BAYSIDE AREA DEVELOPMENT PLAN 31 POLICY INITIATIVES 1.5.4 Continue to work with Sunrise Mall 1.6.4 Pursue implementation of a citywide owners and potential partners vacant building ordinance. through economic development mechanisms,such as a Tax 1.6.5 Create an ordinance requiring repair Increment Reinvestment Zone or a or removal of unsightly or derelict si Chapter 380 Agreement,or a zoning sgns. mechanism such as a Planned Unit 1.6.6 Support businesses trying to create Development. outdoor cafes and amenities for 1.5.5 Ensure a mix of land uses and customers. development types,as well as 1.6.7 Amend Section 7.2.3. Districts urban design features such as wide Exempt from Parking Ratios of sidewalks, bicycle infrastructure, the Unified Development Code to shade trees,and reduced setbacks add outdoor cafes as a permitted that support a walkable area that reduction of minimum parking activates the space and creates a requirements. community-oriented development. 1.6.8 Standardize sidewalk cafe,parklet,and 1.6 Create a facade improvement program pedlet regulations found in Chapter for neighborhoods such as Six Points 49,Streets and Sidewalks,of the City to assist property owners with making code of ordinances to be allowable key exterior building improvements within walkable commercial areas in that will increase economic value and Bayside such as Six Points. promote a cohesive urban design and visual identity for the area. 1.6.1 Use financial tools such as a Business Improvement District,a Financial Assistance Grant Program/Small Revolving Loan Fund,Low-Interest Loan Program,Tax Increment Reinvestment Zone, Public Improvement District,or Municipal Management District. a 1.6.2 Develop programs to address unsafe or unsightly commercial properties. 1.6.3 Continue the positive work of the City's Nuisance Abatement Team, - which is a collaboration of City � t departments formed to address properties posing the worst threats to public health and safety. Parklets use existing street parking as a public space to allow for seating and other public or business uses. Photo Credit:Boston Seaport 32 NOVEMBER 14, 2024 / CITY OF CORPUS CHRISTI POLICY INITIATIVES 1.6.9 Explore Business Improvement � ► = District models and business �. _ z1_ {jl community interest in establishing street corridor aesthetics,parking coordination,and increased safety and cleaning services. 1.6.10 Recruit entertainment venues _ within the study area. A 1.6.11 Promote opportunity zones within —- the Bayside study area to incentivize mixed-use development. t 2 - 1.7 Identify and partner with local agencies that will help small businesses find the resources and technical support they need to grow. 1.7.1 Support or incentivize the "right- sizing"of larger commercial sites Pedlets extend the public realm from the sidewalk into the into smaller square footage tenant streetscape to allow for businesses to use sidewalk space while still spaces that are currently in high accomodatinq pedestrian traffic. demand but lacking in the Bayside area. Incentives could range from financial incentives to reduced parking minimums. 1.7.2 Partner with the City's Development Services, Economic Development, the Del Mar College Small Business Development Center,and the Urban Land Institute-San Antonio chapter to create technical assistance for small-scale development. 1.7.3 Revive the Incremental Development Alliance training series previously offered by the City in 2022. 1.7.4 Educate small businesses on financing mechanisms available to them such as LiftFund,financial assistance grant programs,or other low- interest loan programs. BAYSIDE AREA DEVELOPMENT PLAN 33 { 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* 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 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 LID techniques. t 2.1.4As a pilot project,identify an opportunity to install stormwater r detention, retention,and/or rain w 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 LID and as an ,- t, educational tool.2.1.4.2 Refine and adopt additional 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 City plan for Living shorelines provide a more beautiful bayside environment and maintain trees in public areas and while fostering greater resilience to coastal erosion 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 along update codes as needed to ensure drainage channels leading new infrastructure meets the latest to the bays for use by standards and technology. 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. 2.4Investigate 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 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 reduces YI erosion along Corpus Christi and Oso _. Bays. a 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 ' Park,and provide safe public access to pocket beaches. 2.6.3 Apply hybrid living shoreline stabilization techniques to maximize 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 2.11 Prevent intentional dumping and efforts by creating new programs disposal by establishing education and and funding more improvements. outreach programs targeted toward 2.7.1 Create an introductory public community involvement to identify education campaign about water and report instances of illegal dumping quality in Corpus Christi Bay with and disposal. all types of media marketing as 2.12 Continue installation of pet waste well as developing educational disposal stations and develop an materials. Adopt-a-Pet-Waste-Station Program. 2.7.1.1 Develop a specific campaign 2.13 Strengthen animal control ordinances ("Leave It Betterthan You Found to include the removal and proper It"and"Don't Mess with Texas disposal of pet waste with new Water")targeting the reduction enforcement measures,stricter of litter in the community. fines, and enhancements to improve (ex: Litter from vehicles and enforceability. by individuals around public spaces). 2.7.1.2 Develop an advisement protocol to warn the public when bay access areas may ; . . have periodically elevated R ' bacteria levels,typically during and immediately after rainfall. _ _y 2.7.1.3 Improve education and code P, - M, enforcement for restaurants to prevent litter from blowing off v their premises per City Code 4x of Ordinance Section 22-5. 2.8 Continue to fund and install catch - Trash on streets moves through storm water pipes and into the basins, solid interceptors, and other Corpus Christi Bay. devices for stormwater lines leading Photo Credit:Neil McQueen into the bays. 2.9 Establish bay cleanup initiatives with communities and stakeholders around the city. 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 Y �_ facility. - z • 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. 3.1.3.3 Evaluate Swantner Park for a water sport launch, ` specifically wind foiling which takes advantage of the 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 w 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 paying park and converting trails to 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 throughout at an elevated height similar parks and surrounding sidewalk to the one at the Oso Bay 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 TAM U-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 and Pat Suter Wildlife Refuge: 3.2.5. 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 o�reuit(_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 paths drainage channels to create better follow American Association of connections between destinations 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 for Trail and Ennis Joslin Road. 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 4.4) 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 s� 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 E 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). 4.5.2 Review the City's Infrastructure 4.5.5 Add features to the street to slow Design Manual and Unified traffic around pedestrian crossings, Development Code to maximize such as curb extensions,pedestrian Average Daily Trip thresholds islands,or signage with lights or for each street type,particularly signals. Collector-type streets,so that 4.5.6 Complete up-to-date Average Daily streets are not overbuilt when Trip(ADT) counts to select efficient, reconstructed. economical,and safer designs for 4.5.3 Test anti-speeding or"traffic calming" street reconstruction projects. designs on streets in volunteer 4.5.7 Convert four-lane roads to three- neighborhoods through"tactical urbanism;'where temporary low- lane roads(that is,one lane in each cost traffic calming measures are direction plus a center turning installed and tested in advance lane). Four-lane undivided roads of street reconstruction. Explore are known to create dangerous model programs like Cincinnati's conditions for drivers. Paint the Streets program. The following streets in the Bayside area are strong candidates for this 4.5.4 Recognize that speed humps and low-cost,high-impact intervention: speed cushions are not the only . Santa Fe Street between Ayers way to reduce vehicle speeds. Update codes or policies to offer Street and Doddridge Street neighborhoods a full menu of (already complete between nationally recognized traffic calming Doddridge St.and Robert Dr). methods,such as curb extensions • Texan Trail between Alameda located at intersections or for on- Street and Staples Street. street parking,chicanes,or traffic . Everhart Road between Tarpon circles. Place and Alameda Street. BAYSIDE AREA DEVELOPMENT PLAN 49 POLICY INITIATIVES • Gollihar Road between Staples Downtown/ Street and Airline Road. North Beach • Staples Street between Buckaroo Trail to Leopard Street. • Ayers Street between Baldwin Boulevard and Staples Street at Six 4 Points. • Morgan Avenue between Ocean Drive and Airport Road. 0® • Doddridge Street between S. Alameda Street and Pope Drive. 4.5.8 Evaluate and install improvements to reduce the high rate of crashes on Staples Street between South Padre Island Drive(SPID) and McArdle Road followed by other SPID intersections. A Bus Rapid Transit route is proposed in the CC Regional Transportation Authority's long-range system plan. 4.6 Work with the Corpus Christi Regional Photo Credit:CCRTA Fleet Forward,December 2022 Transportation Authority to improve the safety, convenience, and comfort to the intersection and sidewalks at of riding a public bus. Staples Street and McArdle Road from Airline Road to Holmes Drive. 4.6.1 Support the CC Regional Transportation Authority's 4.6.3 Identify high-priority crosswalk development of a Bus Rapid Transit improvements. (BRT) route connecting City Hall to 4.6.4 Prioritize ADA accessibility to bus TAMU-CC with other key locations stops. along the route,such as Six Points, La Palmera Mall,Southside Transfer 4.6.5 Amend the City's Unified Station,former Sunrise Mall,which Development Code to allow is ripe for redevelopment. commercial property owners to reduce their parking requirement 4.6.1.1 Begin working on"transit when making space for bus stops or corridor design standards" shelters. for future Bus Rapid Transit (BRT) routes within the 4.7 Continue to improve Ocean Drive as City's Infrastructure Design the Corpus Christi Bay Trail, a premier Manual. trail that offers residents and visitors an opportunity to walk and ride 4.6.2 Prioritize the construction of bicycles while enjoying the bay views sidewalks in the Bayside that lead and parks and connecting TAMU-CC to bus stops,such as improvements to Downtown. 50 NOVEMBER 14, 2024 / CITY OF CORPUS CHRISTI POLICY INITIATIVES -L 4.7.1 Hold a"ciclovia"event on Ocean Drive where a lane of traffic is closed temporarily for use by the community to wal k or ride bikes on a Consider doing this on the l ow Sunday. fi st { Sunday of the month to coincide with the monthly Art Walk event held ' s. downtown. 4.7.2 Conduct a feasibility study for IT protected,and separate pedestrian and bicycle facilities along the bay side of Ocean Drive,assuming a 10- foot or more easement adjacent to the right-of-Way. A child rides their bicycle on Ocean Drive in lanes closed for reconstruction. 4.7.3 Install pedestrian-activated Photo Credit:City of Corpus Christi signalized crosswalks at key 4.7.4 Evaluate and design Ocean locations on Ocean Drive. Prioritize Drive intersections that safely crosswalks that connect to City accommodate all users with parks,apartments,and condo the following highest priority buildings or places where there is a intersections: high density of users. • Ennis Joslin Road • Doddridge Road • Airline Road 4.7.5 Reduce the speed limit on Ocean Drive to 35 mph and incorporate traffic calming measures or designs ' for a lesser speed,which further protects bicyclists and pedestrians using crosswalks to the bayfront Pr parks. 4.7.5.1 Allocate funding for traffic - calming devices such as speed feedback signs,radars to collect traffic data,and LED signs. Ciclovia events involve temporarily closing a street to car traffic to 4.7.5.2 Identify high-risk pedestrian allow for bike and pedestrian use Photo Credit:Flickr-CicLAvioLosAngeles mid-block crossings for improvements.Crossings will be upgraded with ADA pedestrian ramps,crosswalk pavement markings,and signage. 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. 5.1.4 Create a resource available to the public that identifies residential homes or vacant lots for purchase f '° to promote infill development of . available properties. #`^ ` 5.1.5 Evaluate a streamlined permitting process for accessory dwelling units (ADUs)such as a pre-permitted design "catalog"and continue to evaluate necessary code amendments to supportADUs. 5.1.6 Develop pre-permitted residential plan designs that could be applied on infill residential lots. Increasing middle housing options,such as the townhomes pictured above,provide housing opportunities to a broader market Photo Credit:Horka *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 5.1.8.2 Reduce or rebate rezoning fees 5.2 Create opportunities and incentives for for properties within single- the construction of the missing middle family neighborhoods whose housing types,such as duplexes, current zoning prohibits triplexes, and multiplexes. single-family uses and where the rezoning complies with 5.2.1 Allow parking requirement rezoning criteria.In some reductions for redevelopment recent cases,a property projects. owner has had to rezone their 5.2.2 Provide public training opportunities lot to a residential zoning to support adaptive reuse of vacant district despite being in a buildings,infill,and small-scale single-family neighborhood development. to build a new house or an addition to an existing home. 5.2.3 Develop an adaptive reuse policy Rezoning can cost around that would direct developers $1,500 and 2.5 to three interested in redeveloping 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 homes. students near transit or near in accordance with the City's adopted campus. 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 Aging tax abatements). and area non-profits to implement 5.6.1.1 Determine goals for local tax home modifications for seniors,such incentive programs. as ramps,bathroom updates,and other common modifications. 5.6.1.2 Identify programs in other cities 5.5 Develop a toolkit for housing that can serve as good 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 the goals, 5.5.2 Continue to provide grants for Minor proposed responsibilities and Home Repair to assist low-income benefits associated with each or elderly homeowners to make program,and implementation plan/ needed home repairs. schedule;answer question and 5.5.3 Preserve Development Services' gather feedback. Make revisions as Contractor STAR(Safety,Training, necessary. Accountability,and Registration) 5.6.1.5 Bring proposal to the Landmark program to provide homeowners Commission, Planning Commission, with an additional means to find and City Council for consideration. qualified contractors based on their service lines. 5.6.1.6 After approval,develop a communications strategy to 5.5.4 Create a tool rental program modeled make property owners aware of after San Antonio's Tool Shed the program and to encourage Program that would collect a variety participation,measure interest and of hand and gas power tools that response,etc. can be used at no cost by residents, businesses,and community 5.6.1.7 Plan to collect data that is needed groups to clean and improve their for annual reports to City officials. properties. 54 NOVEMBER 14, 2024 / CITY OF CORPUS CHRISTI POLICY INITIATIVES - 'A 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 Fund 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 M 4RGAl1 AVi ' �� x-. - lhdFyQ �4u d gri' C n 1 :t"'s' IfY'yFq 4# •�k• s ' ql k r e W 1. o NIB SP - �* r": F fNM704 ST r 4 ocf44,all J l R ,.. Y � ALAMIDA STREET � CONCEPT DESIGNS r. 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 lop BAYSIDE AREA DEVELOPMENT PLAN P1. � � IALAMEDA CONCEPT DESIGNS Of ALAMEDA - TEXAN TRAIL STREET IMPROVEMENTS -Proposed-------------Crosswalk----------------------------------------- ........... ................................................................ 2 Proposed Bike Lane .............................................................................. ------------------------------------------- Existing Crosswalk ................. 4 Traffic Light ........... ................................................................ Existing Bus Stop ........... ................................................................ OProposed Tree Yellow Lane Divider ........... ................................................................ Proposed Bike Lane Parcel ........... ................................................................ 7' 8- L 6' 2.5' 111 10, ill 10, Ill 25' 6' V 7' Right-of-Way Section for Alameda St. 68 NOVEMBER 14, 2024 CITY OF CORPUS CHRISTI ALAMEDA CONCEPT DESIGNS LI 71 N ROSSITERST _ f� o Y ♦ - O AAA Lu " -Tr - rr r~ I j TEXAN TRAIL 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 � y;;' c"l - { �� .r• .�. girt. � �� y r Lc? CD CD . Lij .00 00 00 r. • = ` W !r7 . ��-�. ^`�•.. �� \ .l' ✓fir' . .00 �� IIIIIIIIIIIIIy � .+.� .. 11 i F f •i f'1 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 s E `/ liD 04, . SO / . �: Imo• .�' / /� • 1 . \ COUNTRY CLUB DR , I . I I I I \ BAYSIDE AREA DEVELOPMENT PLAN 73 r- r e, Boyside �,,�N CC AREA DEVELOPMENT PLAN i Bayside PLAN CC AREA DEVELOPMENT PLAN ✓ City Council Presentation December 10, 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 ..................... ........... .................................... .............. .............................. .............. ......................................................................................... ............ .�vs cr� 0 o� � v AGENDA MEMORANDUM NCORPOO It First Reading Item for the City Council Meeting of December 10, 2024 1852 Second Reading Item for the City Council Meeting of January 14, 2025 DATE: December 10, 2024 TO: Peter Zanoni, City Manager FROM: Robert Dodd, Director, Parks and Recreation Robertd4(a)cctexas.com 361-826-3133 Joint Use Agreement with WeIIMed Charitable Foundation for Zavala Senior Center and Joe Garza Recreation Center CAPTION: Ordinance authorizing a three-year Joint Use Agreement with WeIIMed Charitable Foundation for the operation and use of the Zavala Senior Center located at 510 Osage Street and the use of Joe Garza Recreation Center located at 3204 Highland Avenue, with two one-year options. PURPOSE: The Parks & Recreation Department and the WeIIMed Charitable Foundation (WCF) are proposing a collaborative effort to provide essential services to the senior community. This unique approach will offer a multitude of activities and services at no cost to people 50 years of age and older. WCF has a mission to support seniors and their caregivers with a special emphasis on prevention, wellness, and living well with chronic illness. The City is recognized as having a commitment to providing senior citizens with comprehensive services that will enhance their social, psychological, and physiological wellbeing. BACKGROUND AND FINDINGS: The Mayor and City Council approved a similar Joint Use Agreement with WCF in 2015, that expired on September 15, 2020. WFC has been successful with similar Joint Use Agreements in other communities. The Parks & Recreation Department proposes to continue this collaborative effort to offset budget reductions causing limited hours of operation, limited staff, and reduced programming and services for the senior community. WCF will be responsible for the day-to-day management of Zavala Senior Center and shall provide, oversee, administer, and carry out the following activities/services at no cost to senior and the City: • Fitness/recreation activities; • Multigenerational programming opportunities (arts/crafts, computer classes, etc.); • Health, wellness, and disease prevention educational programs; • A dedicated call center for no cost qualification checks or renewals of Medicare Savings Programs. In addition, WCF will contribute up to $108,000.00 to complete renovations and improvements to the Zavala Senior Center as stated in the Agreement including: • Interior painting including doors, frames, and walls. • Installation of covered walkway between Zavala Senior Center and Joe Garza Recreation Center. • Removing carpet. The City is responsible for all Senior Center maintenance, including utilities and major repairs (non-cosmetic, structural repairs) to the Senior Center. This includes but is not limited to A/C repair, fencing, and lights. In addition, the WCF will utilize the Joe Garza Recreation Center solely for the purpose of providing senior educational classes. The City will continue to manage the Nutrition Program (60 years of age & older), providing daily congregated meals with WCF assisting in serving the meals. WCF staff members that assist with serving meals will maintain a Food Manager Certification as well as a Food Handlers Certificate. ALTERNATIVES: The Mayor and City Council may choose not to approve the Joint Use Agreement or request that the Parks & Recreation Department further explore other management options. However, doing so will severely impact much needed services to the senior community of which the Parks & Recreation Department does not have the adequate resources to provide these essential services in-house. FINANCIAL IMPACT: There is no fiscal impact related to this Joint Use Agreement. RECOMMENDATION: Staff recommends approval of the Joint Use Agreement with WellMed Charitable Foundation for the operation and use of the Zavala Senior Center and the use of Joe Garza Recreation Center. LIST OF SUPPORTING DOCUMENTS: Ordinance Joint Use Agreement Presentation Ordinance authorizing a three-year Joint Use Agreement with WeIIMed Charitable Foundation for operation and use of the Zavala Senior Center located at 510 Osage Street and Joe Garza Recreation Center located at 3204 Highland Avenue, with two one-year options. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY Of CORPUS CHRISTI, TEXAS THAT: The City Manager is authorized to execute a three-year Joint Use Agreement with WeIIMed Charitable Foundation for operation and use of the Zavala Senior Center located at 510 Osage Street and Joe Garza Recreation Center located at 3204 Highland Avenue, with two one-year options. Introduced and voted on the day of , 2024. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary CORPUS CHRISTI PARKS& RECREATION A Three-Year Joint Use Agreement with WellMed Charitable Foundation for the operation & use of the Zavala Senior Center & the use of Joe Garza Recreation Center City Council Meeting December 10, 2024 W ro, Background << CORPUS CHRISTI PARKSS. • The Mayor & City Council approved a similar Joint Use Agreement with the WellMed Charitable Foundation (WCF) in 2015, and it expired on September 15, 2020. • The Parks & Recreation Department & WCF apply a joint collaborative effort to address/provide a multitude of essential services at no cost to persons 50 years of age and older. • Parks & Recreation propose to continue this collaborative effort as the department has experienced budget reductions over the last decade which led to limited hours of operation/staff, programming & services at Zavala Senior Center & Joe Garza Recreation Center. Joint Use Agreement CORPUS CHRISTI ➢ WCF will be responsible for the day-to-day management of Zavala Senior Senior PARKASS. TION Center & shall provide, oversee, administer & carry out the following activities/services at no cost to the City & at no cost to seniors: ■ Fitness/recreation activities; ■ Multigenerational programming opportunities (arts/crafts; computer classes, etc.); ■ Health, wellness & disease prevention educational programs; ■ A dedicated call center for no cost qualification/renewals of Medicare Savings Programs. ➢ WCF will also contribute up to $108,000.00 to complete the following renovations & improvements to the Zavala Senior Center: ■ Painting all the interior to include doors, frames, and walls. ■ Installation of covered walkway between Zavala backdoor and Joe Garza. ■ Removing carpet. Ae Recommendation ''�?. CORPUS CHRISTI PARK56. RECREATION Staff recommends approval of Joint Use Agreement with WellMed Charitable Foundation for the operation and use of the Zavala Senior Center and the use of Joe Garza Recreation Center. se 0 0 PH P AGENDA MEMORANDUM NCORPO0.1¢ First Reading for the City Council Meeting of December 10, 2024 ss52 Second Reading for the City Council Meeting of January 14, 2025 DATE: December 5, 2024 TO: Peter Zanoni, City Manager FROM: Daniel McGinn, AICP, Director of Planning and Community Development DanielMc@cctexas.com (361) 826-7011 Disannexation and Amendment to Industrial District #1 Boundaries CAPTION: Ordinance disannexing approximately 129.44 acres of land in between Interstate Highway 37 and Industrial District No. 1; amending the boundaries of Industrial District No. 1 to include the disannexed area; and approving Industrial District Agreement with Flint Hills Resources Corpus Christi, LLC, Koch Refining Co LP, and Osage Power Inc requiring payment in lieu of taxes in the amount of 100% of the ad valorem taxes that would be due if the property remained in the City. SUMMARY: This ordinance authorizes the disannexation of 129.44 acres of land owned by Flint Hills Resources Corpus Christi, LLC, ("Flint Hills") and located between Interstate Highway 37 and Industrial District No. 1 from the City's boundaries and amends the boundaries of Industrial District #1 by incorporating the disannexed land so that Flint Hills can execute an Industrial District Agreement. BACKGROUND AND FINDINGS: Flint Hills Resources Corpus Christi, LLC, has requested that the City add approximately 129.44 acres of their land to Industrial District No. 1 and is agreeable to an Industrial District Agreement with 100% Payment in Lieu of Taxes (PILOT) and setback requirements for hydrocarbon improvements along the IH-37 corridor. Flint Hills Resources Corpus Christi, LLC, owns the majority of the 129.44 acres of land. Affiliated companies Koch Refining Co LP owns NCAD Property ID 187161 (1.57 acres) and Osage Power Inc owns NCAD Property ID 317162 (0.33 acres). Prior to 2013, the Master IDA included a "contiguous property" clause, which created an avenue to allow contiguous property to be treated as though the property was in the Industrial District. In September 2013, the City Council approved a Master IDA with modifications to key financial provisions, including the removal of a clause regarding the treatment of "contiguous property" in the City limits. Another key provision in the current Master IDA is the Most Favored Nations clause, which states the City cannot offer any more favorable treatment to one landowner in the Industrial District. Flint Hills has agreed to a 100% PILOT. Flint Hills - Requested Dis-Annexation Tracts Mh 77 fir, xn 15 3� 3 0 TI I #1�. O�J A•1il$s •d+::.•W:,:•L dui;*A fd :t-,ec -s T T,i Ma=-w-rt•L Or_:•L:w[a:Ekah:a•tiv M.+.]cn; kn:;1.A3 sr.r,. .a.i a v« ALTERNATIVES: Deny Flint Hills' request to disannex. FISCAL IMPACT: There is no budgetary impact as Flint Hills will pay a fee in lieu of property taxes equal to the amount of taxes required if the property is inside city limits. FUNDING DETAIL: Fund: N/A Organization/Activity: N/A Mission Element: N/A Project # (CIP Only): N/A Account: N/A Amount: N/A RECOMMENDATION: Staff recommends approval of the disannexation and amendment of Industrial District #1 Boundaries. LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance disannexing approximately 129.44 acres of land in between Interstate Highway 37 and Industrial District No. 1; amending the boundaries of Industrial District No. 1 to include the disannexed area; and approving Industrial District Agreement with Flint Hills Resources Corpus Christi, LLC, Koch Refining Co LP, and Osage Power Inc requiring payment in lieu of taxes in the amount of 100% of the ad valorem taxes that would be due if the property remained in the City. WHEREAS, under Texas Local Government Code Chapter 42, Section 42.044, the Governing body of any city has the right, power, and authority to designate any part of the area located in its extraterritorial jurisdiction as an Industrial District, and to treat such area from time to time as such governing body may deem to be in the best interest of the City; and WHEREAS, included in such rights and powers of the governing body of any city is the permissive right and power to enter into written agreements with the owner or owners of land in the extraterritorial jurisdiction of a city to guarantee the continuation of the extraterritorial status of such land, and immunity from annexation by the city for a period of time, and other such terms and considerations as the parties might deem appropriate; and WHEREAS, it is the established policy of the City Council of the City of Corpus Christi, Texas (the " City"), to adopt reasonable measures permitted by law that will tend 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 therein as being in the best interest of the City and its citizens; and WHEREAS, under said policy and the provisions of Section 42.044, Texas Local Government Code, the City of Corpus Christi has enacted Ordinance No. 15898, approved November 26, 1980, as amended, indicating its willingness to enter into industrial district agreements with industries located within its extraterritorial jurisdiction and designating the specified land areas as Corpus Christi Industrial Development Area No. 1 ; and WHEREAS, the City of Corpus Christi has enacted Ordinance No. 029958, approved September 17, 2013, as amended, which reestablished the boundaries of the land areas known as Corpus Christi Industrial Development Area No. 1 and Corpus Christi Industrial Development Area No. 2 and renamed such areas "Industrial District No. 1 and Industrial District No. 2", herein collectively called "Industrial Districts;" and WHEREAS, the City of Corpus Christi has enacted Ordinance No. 033448, approved September 30, 2024, reestablishing the boundaries of the land areas known as "Industrial District No. 1 and WHEREAS, Flint Hills Resources Corpus Christi, LLC, Koch Refining Co LP, and Osage Power Inc owns 129.44 acres of land that is currently within the City limit boundary and wishes to have the entire parcel added to an Industrial District Agreement ("IDA"); and WHEREAS, in order to add the specified land owned by Flint Hills to Industrial District No. 1, the City must disannex the 129.44 acres of land that is within the City limits from the City boundaries, as authorized by Texas Local Government Code Section 43.142 and Article 1 , Section 2 of the City Charter, and adjust the boundaries of Industrial District No. 1 to include that land; and WHEREAS, Flint Hills has agreed to enter into an IDA that will commit to making payment in lieu of tax payments in the amount of 100 percent of ad valorem taxes that would be due for the parcels were they inside city boundaries, and the City Council has determined that this arrangement would best serve the public's health, necessity, and convenience and the general welfare of the City and its citizens. 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 129.44 acres of land, as depicted in Exhibit 1 and described in Exhibit 2 attached hereto, excluding City streets and right of way, 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 Up River Road, Suntide Road, Tuloso Road, and N Clarkwood Road. 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 Council designates the approximately 129.44 acres of land disannexed, as depicted in Exhibit 1 and described in Exhibit 2 attached hereto, an industrial district. SECTION 4. Ordinance 033448 is amended to add the property as depicted in Exhibit 1 and described in Exhibit 2 attached hereto to the boundaries of Industrial District No. 1 SECTION 5. The City Council approves and authorizes the City to enter into an Industrial District Agreement with property owners of said disannexed land, which requires property owners to make payment in lieu of tax payments in the amount of 100 percent of ad valorem taxes that would be due for the parcels were they inside city boundaries, and to file such agreement in the official records of Nueces County. Said Industrial District Agreement is attached in substantial form as Exhibit 3. The City Manager or designee is hereby authorized to execute such documents and all related documents on behalf of the City of Corpus Christi. The City Secretary is hereby authorized to attest to all such signatures and to affix the seal of the City to all such documents. SECTION 6. If Section 4, Section 5, or the attached Industrial District Agreement is held invalid or unconstitutional by final judgment of a court of competent jurisdiction, then this ordinance shall be void and no longer in effect. If any other section, paragraph, subdivision, clause, phrase, word or provision of this ordinance, is held invalid or unconstitutional by final judgment of a court of competent jurisdiction, that judgment shall not affect any other section, paragraph, subdivision, clause, phrase, word or provision of this ordinance. SECTION 7. The City Secretary is hereby directed to file a certified copy of this ordinance with the County Clerk of Nueces County, Texas. SECTION 8. This ordinance is effective upon passage on the second reading. Introduced and voted on the day of 12024. PASSED and APPROVED on the day of , 202_. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary EXHIBIT 1 � ati,a Flint Hills - Requested uested Dis-Anne exation Tracts Legend Traneporta"°" ARy g Neiwork Tract#151y -Track#1 15' Interstate City Limits-After US Highway \I Dis-Annexation I -�Industrial District State Highway #1 County Road 0oRIvq.Rtl I. ea i�Nueces County \ 9 "Note:Spatial depictions Local Road \ of Tracts are based rc Tract#13 -) o upon 2020 NC NCAD Parcel rounds NOT p_ rovided Metes and Bounds. 0 O dY Morrow or Tract#12 Tract#10 Tract#14 eo Tract#11 RO Sal, m 4* Hunting-0, N etar Ln a P� ai P.W.M � Moan a--Td 'E q \�sananinaA Tract#8 MNIMlns or C ^ SP m 11 , Lakevie Lir j Tract#8 Tract#3 I 407 1 ract#7 Tract#5 Tract#2 Tract 46 j L€ � Tract#1 ° tip Snogp 1 dare S ea�_ i p4r40) r^nberm o. anoyn n �`epp 0 1,2s0 2,500 5,000 °rbs, 1 Feet 11nch=752 teat \ I,I\ EXHIBIT 2 DEVELOPMENT, LLC ENRNM.INGDIVISION 9510 Leopard St. Corpus Ctwisti,TX 78409 www.govinddevelopment.com Office:(361)241-2777 Fax:(364)241-2200 METES AND BOUNDS DESCRIPTION OF AREA 1 8.173 ACRE TRACT Being 8.173 acres of land, more or less, being all of Lot 1 Block 1 of Hunter Industrial Park recorded in Volume 43, Page 128, Map Records Nueces County, Texas, and said 8.173 acre tract being more particularly described by metes and bounds as follows; Beginning at the northeast corner of this tract and said Lot 1, said comer being on the south right of way line of Up River Road; Thence S 00-28-34 E with the east boundary line of this tract and said Lot 1, 953.74 feet, to the southeast comer of this tract and said Lot 1, said corner being on the north right of way line of Interstate Highway 37; Thence N 64-47-27 W with the south boundary line of this tract and said Lot 1, the same being the north right of way line of Interstate Highway 37, 389.39 feet, to a corner of this tract and said Lot 1; Thence N 20-24-32 W and continuing with the north right of way line of Interstate Highway 37, 114.02 feet, to a corner of this tract and said corner being at the intersection with the east right of way line of Suntide Road; Thence N 00-48-20 E with the west boundary line of this tract and said Lot 1,the same being the east right of way line of Suntide Road, 789.66 feet, to a corner of this tract and said Lot 1; Thence N 56-16-38 E 45.35 feet, to a corner of this tract and Said Lot 1 being on the south right of way line of Up River Road; Thence S 68-15-14 E with the north boundary line of this tract and said Lot 1, the same being the south right of way line of Up River Road, 361.01 feet, to the POINT OF BEGINNING and containing 8.173 acres of land, more or less. Notes: 1. Bearings based on Plat recorded in Volume 43, Page 128, Map Records Nueces County, Texas. 2. Metes and bounds description based on recorded deed and map records and not on an on the ground survey. GOVIND DEVELOPMENT, LLC � OF if �?P��4sr�,pFo9s George Rubalcaba, RPLS, LSLS • .••••••�•••• GEORGE RUBALCABA Survey Group Manager .... 4229 03/15/2021 y o0 Rev. 11/30/2021 SU Rv� EXHIBIT 2 DEVELOPMENT, LLC fNGINffRINo DIVISfoN 9510 Leopard st. Corpus Christi,TX 78409 www.govinddeveiopment.com Office:(361)241.2777•Fax:(361)241-2200 METES AND BOUNDS DESCRIPTION OF AREA 2 5.962 ACRE TRACT Being 5.962 acres of land, more or less,being all of 5.962 acres recorded in Document 42010040428, Page 116, Official Public Records Nueces County, Texas, and this 5.962 acre tract being more particularly described by metes and bounds as follows; Beginning at the upper northwest comer of this tract, said corner being on the south right of way line of Up River Road; Thence S 66-54-59 E with the north boundary line of this tract and said 5.962 acre tract, same being the south right of way line of Up River Road, 474.01 feet, to the upper northeast corner of this tract and said 5.962 acre tract; Thence S 26-27-56 E with the right of way cutback, 72.53 feet, to the lower northeast corner of this tract and said 5.962 acre tract, said corner being on the west right of way line of Suntide Road; Thence S 00-49-56 W with the east boundary line of this tract and said 5.962 acre tract, the same being the west right of way line of Suntide Road, 483.74 feet, to the southeast corner of this tract; Thence N 72-47-33 W with the south boundary line of this tract and said 5.962 acre tract, 468.42 feet, to the lower southwest corner of this tract; Thence N 08-11-44 W with the west line of this tract, and of said 5.962 acre tract, 57.58 feet, to the upper southwest corner of this tract; Thence N 00-36-21 W with the west boundary line of this tract, 538.93 feet,to the POINT OF BEGINNING and containing 5.962 acres of land, more or less. In addition, the entire right of way of Up River Road described as follows: Beginning at the northwest corner of Area 2 described above for the southwest corner of this tract, thence N 23-05-01 E and crossing Up River Road to the north right of way of Up River Road for the northwest corner of this tract, said corner being on the south boundary of Westend Heights Subdivision recorded in Volume 15, Page 4, Map Records of Nueces County, Texas; Thence S 00-49-56 W and crossing Up River Road to a corner of the above described Area 2; Thence N 26-27-56 W with the south right of way cut-back line of Up River Road, 72.53 feet, to a corner; Thence N 66-54-59 W with the south right of way line of Up River Road, 474.01 feet, to the point of beginning. Notes: 1. Bearings based on Document 42010040428, Offical Public Records Nueces County, Texas. 2. Metes and bounds description based on recorded deed and map records and not on an on the ground survey. GOVIND DEVELOPMENT, LLC � ST��Fp�� George Rubalcaba, RPLS, LSLS • .•••••• •••• GEORGE RUBALCABA Survey Group Manager ..o •4229 05/20/2021 y IPOF ?P p Rev. 11/30/2021 �� SU R4 Rev. 1/6/2022 EXHIBIT 2 DEVELOPMENT, LLC ENRNM.INGDIVISION 9510 Leopard St. Corpus Ctwisti,TX 78409 www.govinddevelopment.com Office:(361)241-2777 Fax:(364)241-2200 METES AND BOUNDS DESCRIPTION OF AREA 3 13.94 ACRE TRACT Being 13.94 acres of land, more or less,being all of Westend Heights Subdivision recorded in Volume 15, Page 4 Map Records Nueces County, Texas, and said 13.94 acre tract being more particularly described by metes and bounds as follows; Beginning at the northeast corner of this tract, said corner being the northeast corner of Lot 2, Block 2 of said subdivision and being on the west right of way line of Suntide Road; Thence S 00-25-00 E with the east boundary line of this tract and said subdivision and said west right of way line of Suntide Road, 1185.72 feet,to the southeast corner of this tract, said corner being the southeast corner of Retail Lot A, Block 1 of said subdivision and also being the intersection of the west right of way line of Suntide Road with the north right of way line of Up River Road; Thence N 66-15-00 W with the south boundary line of this tract and said subdivision, the same being the north right of way line of Up River Road, 629.72 feet, to the southwest corner of this tract and Retail Lot A Block 2 of said subdivision; Thence N 00-25-00 W with the west boundary line of this tract and said subdivision, 927.92 feet, to the northwest corner of this tract and Lot 6, Block 2 of said subdivision; Thence N 89-35-00 E with the north boundary line of this tract and said subdivision, 574.53 feet, to the POINT OF BEGINNING and containing 13.94 acres of land, more or less. Notes: 1. Bearings based on Plat recorded in Volume 15, Page 4, Map Records Nueces County, Texas. 2. Metes and bounds description based on recorded deed and map records and not on an on the ground survey. GOVIND DEVELOPMENT, LLC �•0 F T£ George Rubalcaba, RPLS, LSLS . .••••••�••• GEORGE RUBALCABA Survey Group Manager .o'''''''''''•: 4229 v 03/15/2021 4�°�'ess►o`.'P o Rev. 11/30/2021 �� s�jR`1�'� EXHIBIT 2 DEVELOPMENT, LLC ENRNM.INGDIVISION 9510 Leopard St. Corpus Ctwisti,TX 78409 www.govinddevelopment.com Office:(361)241-2777 Fax:(364)241-2200 METES AND BOUNDS DESCRIPTION OF AREA 5 2.37 ACRE TRACT Being 2.37 acres of land, more or less, being all of Business Block and Lots 1 thm 5, Tuloso Road Subdivision recorded in Volume 13, Page 23, Map Records Nueces County, Texas, and this 2.37 acre tract being more particularly described by metes and bounds as follows; Beginning at the northeast corner of this tract and said Business Block, said corner being on the south right of way line of Up River Road and also being the northeast corner of said subdivision; Thence South with the east boundary line of this tract and said subdivision, 430.01 feet, to the southeast corner of this tract and Lot 5, the same being the northeast corner of lot 6 of said subdivision; Thence West with the south boundary line of this tract and Lot5, the same being the north boundary line of said Lot 6, 216.50 feet,to the southwest corner of this tract and said Lot 5, the same being the northwest corner of Lot 6 and said corner being on the east right of way line of Tuloso Road; Thence North with the west boundary line of this tract and said subdivision, the same being the east right of line of Tuloso Road, 525.20 feet, to the northwest corner of this tract and said Business Block, said corner being the intersection of the east right of way line of Tuloso Road and the south right of way line of Up River Road; Thence S 66-16-00 E, with the north boundary line of this tract and said subdivision, the same being the south right of way line of Up River Road, 236.50 feet, to the POINT OF BEGINNING and containing 2.37 acres of land, more or less. In addition, the entire width of right of way of Tuloso Road and Up River Road described as follows: Beginning at the interior corner of this tract, said corner being the northwest corner of the above described Area 5 and being the intersection of the south right of way line of Up River Road with the east right of way line of Tuloso Road; Thence South with the east right of way of Tuloso Road, 525.20 feet, to the southmost southeast comer of this tract; Thence West and crossing Tuloso Road to the west right of way line of Tuloso Road for the southwest corner of this tract; Thence North with the west right of way line of Tuloso Road, at approximately 525 feet pass the intersection of the west right of way line of Tuloso Road with the south right of way line with Up River Road and continue to the north right of way line of Up River Road; Thence S 66-16-00 E with the north right of way of Up River Road to the northeast comer of this tract being perpendicular to the northeast corner of the above described Area 5; Thence S 23-44-00 W with the east boundary of this tract and crossing Up River Road to the northmost southeast corner of this tract, said corner being on the south right of way line of Up River Road; Thence N 66-16-00 W with a south boundary of this tract, same being the south right of way line of Up River Road, 236.50 feet, to the point of beginning. Notes: 1. Bearings based on Plat recorded in Volume 13, Page 23, Map Records Nueces County, Texas. 2. Metes and bounds description based on recorded deed and map records and not on an on the ground survey. GOVIND DEVELOPMENT, LLC oFTF (? _G George Rubalcaba, RPLS, LSLS GEORGE RUBALCABA Survey Group Manager 4229 03/15/2021 9'�°Fess►o`'P o Rev. 11/30/2021 �� SU RV�� Rev. 1/6/2022 EXHIBIT 2 DEVELOPMENT, LLC ENRNM.INGDIVISION 9510 Leopard St. COWS Christi,TX 78409 www.govinddevelopment.com Office:(361)241-2777 Fax:(364)241-2200 METES AND BOUNDS DESCRIPTION OF AREA 6 1.826 ACRE TRACT Being 1.826 acres of land,more or less,being all of Lots 7 thru 10 and portions of Lots 11 thru 13, of Tuloso Road Subdivision recorded in Volume 13, Page 23, Map Records Nueces County, Texas, and this 1.826 acre tract being more particularly described by metes and bounds as follows; Beginning at the northwest corner of this tract and said Lot 7, the same being the southwest comer of Lot 6 and said corner being on the east right of way line of Tuloso Road; Thence East with the north boundary line of this tract and said Lot 7, 216.50 feet, to the northeast corner of this tract and said Lot 7, the same being the southeast corner of Lot 6 of said subdivision; Thence South with the east boundary line of this tract and said subdivision, 424.00 feet,to the southeast corner of this tract, said corner being on the north right of way line of Interstate Highway 37 and the east line of Lot 13; Thence N 62-56-39 W with the southwest boundary line of this tract, the same being the northeast right of way line of Interstate Highway 37, 206.63 feet, to a comer of this tract, said corner being on the north boundary line of Lot 12, the same being the south boundary of Lot 11; Thence N 42-51-41 W with the southwest boundary line of this tract, the same being the northeast right of way line of Interstate Highway 37, 47.75 feet, to a comer of this tract, said corner being the intersection of the north right of way line of Interstate Highway 37 with the east right of way line of Tuloso Road and the west boundary of Lot 11; Thence North with the west boundary line of this tract and said Lot 11, the same being the east right of way line of Tuloso Road, 295.00 feet, to the POINT OF BEGINNING and containing 1.826 acres of land, more or less. Notes: 1. Bearings based on Plat recorded in Volume 13, Page 23 Map Records Nueces County, Texas. 2. Metes and bounds description based on recorded deed and map records and not on an on the ground survey. GOVIND DEVELOPMENT, LLC E.OF Tf George Rubalcaba, RPLS, LSLS • .••••••�•••••••• GEORGE RUBALCABA Survey Group Manager '• •4229••••... �. 03/15/2021 9�°�' ss►a`.'P 0 Rev. 11/30/2021 �� 3U R`l�� EXHIBIT 2 DEVELOPMENT, LLC fNG1NM.INGDIV151ON 9510 Leopard St. Corpus Christi,TX 78409 www.govinddevelopment.com Oilice:(361)241-2777 Fax:(364)241.2200 METES AND BOUNDS DESCRIPTION OF REVISED AREA 7 10.174 ACRE TRACT Being 10.174 acres of land, more or less,being out of 14.97 acres recorded in Volume 2219, Page 354, Official Public Records Nueces County, Texas, and out of 2.24 acres recorded in Volume 2209, Page 626, Official Public Records Nueces County, Texas, and this 10.174 acre tract being more particularly described by metes and bounds as follows; Beginning at the southwest corner of this tract and said 14.97 acre tract, said corner being on the north right of way line of Interstate Highway 37; Thence N 00-41-00 E with the west boundary of this tract and said 14.97 acre tract, 535.62 feet, to a corner of this tract and said 14.97 acre tract; Thence N 00-34-10 W and continuing with the west boundary of this tract, 10.54 feet, to the lower northwest corner of this tract and said 14.97 acre tract; Thence S 66-16-00 E with a north boundary of this tract and said 14.97 acre tract, 519.39 feet, to an inside corner of this tract and said 14.97 acre tract; Thence N 00-04-00 W with a west boundary of this tract and said 14.97 acre tract, 494.58 feet, to the northwest corner of this tract and said 14.97 acre tract, said corner being on the south right of way line of Up River Road; Thence S 66-16-00 E with the upper north boundary of this tract and said 14.97 acre tract, the same being the south right of way line of Up River Road, at 60.00 feet pass the northeast corner of said 14.97 acre tract, the same being the northwest corner of the aforementioned 2.24 acre tract, in all 177.19 feet, to the upper northeast corner of this tract; Thence S 00-33-40 E with the upper east boundary of this tract, 491.70 feet, to an inside corner of this tract; Thence S 67-28-19 E with the lower north boundary line of this tract, 73.46 feet, to the lower northeast corner of this tract, same being the southeast corner of said 2.24 acre tract; Thence S 00-00-20 E with the lower east boundary of this tract, 473.47 feet, to the southeast corner of this tract, said corner being on the south boundary of said 14.97 acre tract,the same being the north right of way line of IH 37; Thence N 71-53-35 W with the south boundary of this tract and said 14.97 acre tract, the same being the north right of way line of 11137, 670.12 feet,to a corner of this tract and said 14.97 acre tract; Thence N 72-40-54 W and continuing with the south boundary of this tract and said 14.97 acre tract, the same being the north right of way line of said IH 37, 82.92 feet,to the point of beginning and containing 10.174 acres of land, more or less. Notes: 1. Bearings based on Volume 2219, Page 354 and Volume 2209, Page 626, Official Public Records Nueces County, Texas. 2. Metes and bounds description based on recorded deed and map records and not on an on the ground survey. GOVIN DEVELOPMENT, LLC 'tE 0 F TF �*CFO 9S George Rubalcaba, RPLS, LSLS • •••••••••••• ••• GEORGE RUBALCABA Survey Group Manager .. .... ' 4.....229.. ... 229'' •. 03/15/2021 9 °Fess►o`'P o Rev. 11/30/2021 �� SU R'q Rev. 06/27/2022 EXHIBIT 2 DEVELOPMENT, LLC ENRNM.INGDIVISION 9510 Leopard St. COWS Christi,TX 78409 www.govinddevelopment.com Office:(361)241-2777 Fax:(364)241-2200 METES AND BOUNDS DESCRIPTION OF AREA 8 5.884 ACRE TRACT Being 5.884 acres of land,more or less,being all of 5.884 acres recorded in Document #2002001602 Official Public Records,Nueces County, Texas, and this 5.884 acre tract being more particularly described by metes and bounds as follows; Beginning at the southeast corner of this tract, said corner being on the north right of way line of Interstate Highway 37 and being northeast corner of parcel obtained for right of way in deed recorded in Volume 1038, Page 128, D.R.N.C.T.; Thence N 68-02-31 W with the south boundary line of this tract, the same being the north right of way line of Interstate Highway 37, 254.29 feet, to the southwest corner of this tract; Thence N 02-15-31 W with the west boundary line of this tract, 1033.88 feet, to the northwest corner of this tract, said corner being on the south right of way line of Up River Road; Thence S 69-06-07 E with the north boundary line of this tract, the same being the south right of line of Up River Road, 285.61 feet, to the northeast corner of this tract; Thence S 00-32-43E with the east boundary line of this tract, 1026.33 feet, to the POINT OF BEGINNING and containing 5.884 acres of land, more or less and being out of the 6.4 acre tract described as Tract IOB in Amending City Ordinance No. 16702,passed and approved by City Council on November 18, 1981. Notes: 1. Bearings based on Plat recorded in Document 42002001602 Deed Records Nueces County, Texas. 2. Metes and bounds description based on recorded deed and map records and not on an on the ground survey. GOVIND DEVELOPMENT, LLC P��•0 F T£ �4•s-rE,pFogs George Rubalcaba, RPLS, LSLS • .••••••�•••• GEORGE RUBALCABA Survey Group Manager .. o'''''''''''•: 4229 v 03/15/2021 4.�°�'ess►o`.'P o Rev. 11/30/2021 �� sU RV�'� EXHIBIT 2 MvaoPML'NT, LLC ENRNMINGDIVISION 9510 Leopard St. Corpus Ctwisti,TX 78409 www.govinddevelopment.com Office:(361)241-2777 Fax:(364)241-2200 METES AND BOUNDS DESCRIPTION OF AREA 9 18.945 ACRE TRACT Being 18.945 acres of land, more or less, being all of 2.045 acres recorded in Volume 804, Page 380, Deed Records Nueces County, Texas, and all of Lot 1, Sizemore Industrial Subdivision Unit 2 recorded in Volume 46, Page 46, Map Records Nueces County, Texas and Lots 5-8, and 10-15 Block 1, Sizemore Industrial Subdivision Unit 2,recorded in Volume 46, Pages 143,Map Records Nueces County, Texas, and this 18.945 acre tract being more particularly described by metes and bounds as follows; Beginning at the northwest corner of this tract and said 2.045 acre tract, said corner being at the intersection of the east right of way line of Clarkwood Road and the south right of way line of Up River Road; Thence S 64-04-58 E with the north boundary line of this tract and said 2.045 acre tract, the same being the south right of way line of Up River Road, 327.36 feet, to a corner of this tract, the same being the northeast corner of said 2.045 acre tract and the upper northwest corner of said Lot 1; Thence S 63-03-20 E with the north boundary line of this tract and said Lot 1, same being the south right of way line of Up River Road, 278.10 feet,to a corner of this tract,the same being the northeast corner of said Lot 1 and the northwest corner of said Lot 5; Thence S 66-44-00 E with the north boundary line of this tract and said subdivision recorded Volume 46, Page 143,M.R.N.C.T, same being the south right of way line of Up River Road, 388.79 feet,to the northeast corner of this tract and said Lot 8; Thence S 00-26-09 E with the east boundary line of this tract and said Lot 8, 496.02 feet, to a corner of this tract,the same being the southeast corner of Lot 8; Thence N 64-59-10 W with the south boundary line of Lot 8, 24.71 feet, to a corner of this tract, the same being the northeast corner of said Lot 15; Thence S 02-17-40 E with the east boundary line of this tract and said Lot 15, 517.19 feet,to the southeast corner of this tract and said Lot 15, said corner being on the north right of way line of Interstate Highway 37; Thence N 64-59-10 W with the south boundary line of this tract, and said Lot 15, the same being the north right of way line of Interstate Highway 37, 329.50 feet,to a corner of this tract; Thence N 59-49-00 W with the south boundary line of this tract the same being the north right of way line of I.H. 37, at 14.63 feet pass the southwest corner of said Lot 15, in all 545.46 feet to the southwest corner of this tract and said Lot 10, said corner being on the east right of way line of Clarkwood Road; Thence N 04-49-50 W with the west boundary line of this tract and said Lot 10, the same being the east right of way line of Clarkwood Road, 606.13 feet, to an inside corner of this tract; Thence N 36-34-40 W with the southwest boundary line of this tract,the same being the northeast right of way line of Clarkwood Road, 107.55 feet, to a corner; Thence N 02-55-30 W with the west boundary line of this tract the same being the east right of way line of Clarkwood Road, at 25.56 feet pass the northwest corner of said Lot 1, the same being the southwest corner of said 2.045 acre tract, in all 321.43 feet, to the POINT OF BEGINNING and containing 18.945 acres of land, more or less. Included with this tract is the entire right of way of Up River Road fronting this tract. Notes: 1. Bearings based on Volume 804, Page 380, Records Nueces County, Texas, and Plats recorded in Volume 46, Pages 47 and 143, Map Records Nueces County, Texas. 2. Metes and bounds description based on recorded deed and map records and not on an on the ground survey. GOVIND DEVELOPMENT, LLC � OFTF gS T RE'o.9S George Rubalcaba, RPLS, LSLS • .•••••••••••• •••• GEORGE RUBALCABA Survey Group Manager ... ' 03/15/2021 9�D°Fess►oo Rev. 11/30/2021 SU RV EXHIBIT 2 DEVELOPMENT, LLC ENRNM.INGDIVISION 9510 Leopard St. COWS Christi,TX 78409 www.govinddevelopment.com Office:(361)241-2777 Fax:(364)241-2200 METES AND BOUNDS DESCRIPTION OF AREA 10 4.973 ACRE TRACT Being 4.973 acres of land,more or less,being all of Lots 1, Block 1, of Tecolote Tract recorded in Volume 55, Page 100, Map Records Nueces County, Texas, and all of a 1 acre tract and a 3.054 acre tract recorded in Document#2010040428, Official Public Records Nueces County, Texas, and this 4.973 acre tract being more particularly described by metes and bounds as follows; Beginning at the lower southeast corner of this tract and Lot 1, said corner being on the north right of way line of Up River Road; Thence N 62-47-30 W with the south boundary line of this tract and said Lot 1, same being the north right of way line of Up River Road, 66.06 feet, to a corner of this tract, said corner being the southwest corner of said Lot 1; Thence S 02-28-00 W with the west boundary line of this tract, 11.01 feet, to a corner of this tract, said corner being the southeast corner of said 3.054 acre tract; Thence N 65-06-50 W with the south boundary line of this tract and said 3.054 acre tract, same being the north boundary line of Up River Road, 237.65 feet, to a corner; Thence N 72-11-50 W with the south boundary line of this tract and said 3.054 acre tract, the same being the north right of way line of Up River Road, 61.26 feet, to the southwest corner of this tract and said 3.054 acre tract; Thence N 00-34-50 E with the west boundary line of this tract and said 3.054 acre tract, 434.48 feet, to the lower northwest corner of this tract,the same being the northwest corner of said 3.054 acre tract; Thence S 80-45-50 E with lower north boundary line of this tract, the same being the north boundary line of said 3.054 acre tract, 295.15 feet, to an inside corner of this tract, said corner being the northeast corner of said 3.054 acre tract; Thence N 02-10-00 E with the west boundary line of this tract, the same being the west boundary line of said Lot 1, 157.76 feet, to the upper northwest corner of this tract,the same being the northwest corner of said Lot 1; Thence S 87-40-00 E with the north boundary line of this tract and said Lot 1, 60.00 feet, to a corner of this tract, said corner being the northeast corner of said Lot 1,the same being the northwest corner of said 1 acre tract; Thence S 84-30-20 E with the north boundary line of this tract and said 1 acre tract, 179.73 feet, to the northeast corner of this tract and said 1 acre tract; Then S 05-29-40 W with the upper east boundary line of this tract,the same being the east boundary line of said 1 acre tract, 249.71 feet, to the upper southeast corner of this tract,the same being the southeast corner of said 1 acre tract; Thence N 86-27-10 W with the upper south boundary line of this tract, the same being the south boundary line of said 1 acre tract, 165.50 feet, to an inside corner of this tract,the same being the southwest corner of said 1 acre tract; Thence S 02-28-00 W with the lower east boundary line of this tract and said Lot 1, 425.09 feet, to the POINT OF BEGINNING and containing 4.973 acres of land,more or less and being out of Tract IOC recorded in Amending Ordinance No. 16702, passed and approved by City Council on November 18, 1981. In addition, the entire right of way width of Up River Road fronting from Area 11 westward to Area 13 and being more particularly described as follows: Beginning at the southeast corner of Area 11 for the northeast corner of this tract and being on the north right of way line of Up River Road; Thence S 11-42-00 W with the east boundary of this tract and crossing Up River Road to the southeast comer of this tract, said corner being on the south right of way line of Up River Road; Thence Northwesterly along the south right of way line of Up River Road to the southwest corner of this tract, said corner being perpendicularly south of the southwest corner of Area 13; Thence North and crossing Up River Road to the northwest corner of this tract, the same being the southwest corner of Area 13 and being on the north right of way of Up River Road; Thence Southeasterly with the north right of way of Up River Road and passing the south boundaries of Areas 13, 12, 10 and 11 to the point of beginning. Notes: 1. Bearings based on Plat recorded in Volume 44, Page 100, Map Records Nueces County, Texas, and Document 42010040428, Official Public Records Nueces County, Texas. 2. Metes and bounds description based on recorded deed and map records and not on an on the ground survey. GOVIND DEVELOPMENT, LLC �P�E.OF Tf �4•s-r�,p�o9s George Rubalcaba, RPLS, LSLS • .••••••�• GEORGE RUBALCABA Survey Group Manager 4229 ` O5/21/2021 9.D!"E55��,•�0 Rev. 11/30/2021 3U R% Rev. 1/6/2022 EXHIBIT 2 DEVELOPMENT, LLC ENRNM.INGDIVISION 9510 Leopard St. COWS Christi,TX 78409 www.govinddevelopment.com Office:(361)241-2777 Fax:(364)241-2200 METES AND BOUNDS DESCRIPTION OF AREA 11 11.753 ACRE TRACT Being 11.753 acres of land, more or less,being all of 4.01 acre tract recorded in Volume 1711, Page 1415, Deed Records Nueces County, Texas, all of 5.885 acre tract recorded in Volume 1725, Page 615,D.R.N.C.T, all of 1 acre tract recorded in Volume 2082, Page 999, Deed of Trust Records Nueces County, Texas, and all of 0.95 acre tract recorded in Volume 2007, page 344, D.R.N.C.T, and this 11.753 acre tract being more particularly described by metes and bounds as follows; Beginning at the lower southeast corner of this tract and said 4.01 acre tract, said corner being the intersection of the west right of way line of Renfro Road and the north right of way line of Up River Road; Thence N 65-57-40 W with the south boundary line of this tract and said 4.01 acre tract, the same being the north right of way line of Up River Road, 126.95 feet, to a corner of this tract, said corner being the southwest corner of said 4.01 acre tract, same being the southwest corner of said 5.885 acre tract; Thence N 65-57-40 W with the south boundary line of this tract and said 5.885 acre tract, the same being the north right of way line of Up River Road, 143.60 feet,to a corner of this tract, said corner being the southwest corner of said 5.885 acre tract, same being the southwest corner of said 1 acre tract; Thence N 65-47-40 W with the south boundary line of this tract and said 1 acre tract,the same being the north right of way line of Up River Road, 100.13 feet, to a corner of this tract, said corner being the southwest corner of said 1 acre tract, same being the southeast corner of said 0.95 acre tract; Thence N 64-32-15 W with the south boundary line of this tract and said 0.95 acre tract, the same being the north right of way line of Up River Road, 212.88 feet,to the south west corner of this tract and said 0.95 acre tract; Thence N 11-21-10 E with the lower west boundary line of this tract, same being the west boundary line of said 0.95 acre tract, 187.30 feet, to the lower northwest corner of this tract, same being the northwest corner of said 0.95 acre tract; Thence S 70-06-10 E with the lower north boundary line of this tract, same being the north boundary line of said .095 acre tract, 210.23 feet, to an inside corner of this tract, said corner being the northeast corner of said 0.95 acre tract, and being on the west boundary line of said 1 acre tract; Thence N 11-59-55 E with the upper west boundary line of this tract, the same being the west boundary line of said 1 acre tract, 234.36 feet, to a corner of this tract, said corner being the northwest corner of this tract, the same being the upper southwest corner of said 5.885 acre tract; Thence N 11-59-55 E with the upper west boundary line of this tract said 5.885 acre tract, 757.36 feet, to the upper northwest corner of this tract, said corner being the northwest corner of said 5.885 acre tract; Thence N 84-51-10 E with the upper north boundary line of this tract,the same being the north boundary line of said 5.885 acre tract, 245.39 feet, to a corner of this tract, said corner being the northeast corner of said 5.885 acre tract,the same being the northwest corner of said 4.01 acre tract; Thence N 90-00-00 E with the upper north boundary line of this tract, the same being the north boundary line of said 4.01 acre tract, 137.19 feet, to the northeast corner of this tract and said 4.01 acre tract, said corner being on the west right of way line of Renfro Road; Thence S 12-23-42 W with east boundary line of this tract and said 4.01 acre tract, the same being the west right of way line of Renfro Road, 1029.66 feet, to a southeast corner of this tract and said 4.01 acre tract; Thence S 11-42-00 W with the lower east boundary line of this tract and said 4.01 acre tract, 348.52 feet,to the POINT OF BEGINNING and containing 11.753 acres of land, more or less and being out of Tract IOC in Amending Ordinance 16702,passed and approved by City Council on November 18, 1981. In addition, the entire right of way width of Up River Road fronting from Area 11 westward to Area 13 and being more particularly described as follows: Beginning at the southeast corner of Area 11 for the northeast corner of this tract and being on the north right of way line of Up River Road; Thence S 11-42-00 W with the east boundary of this tract and crossing Up River Road to the southeast corner of this tract, said corner being on the south right of way line of Up River Road; Thence Northwesterly along the south right of way line of Up River Road to the southwest comer of this tract, said corner being perpendicularly south of the southwest corner of Area 13; Thence North and crossing Up River Road to the northwest corner of this tract, the same being the southwest corner of Area 13 and being on the north right of way of Up River Road; Thence Southeasterly with the north right of way of Up River Road and passing the south boundaries of Areas 13, 12, 10 and 11 to the point of beginning. Notes: 1. Bearings based on Volume 1711, Page 1415, Deed Records Nueces County, Texas, Volume 1725, Page 615, D.R.N.C.T,Volume 2082, Page 999, Deed of Trust Records Nueces County, Texas, Volume 2007, page 344, D.R.N.C.T. 2. Metes and bounds description based on recorded deed and map records and not on an on the ground survey. GOVIND DEVELOPMENT, LLC °F r£ Gj G,STE- � GeorgeRubalcaba, RPLS, LSLS • .•••••••••••• •••• GEORGE RUBALCABA Survey Group Manager '•''.4229.' ...' �' Py'Q 05/21/2021 9y°_Fess��`';�o Rev. 11/30/2021 SU RV Rev. 1/6/2022 EXHIBIT 2 DEVELOPMENT, LLC ENRNM.INGDIVISION 9510 Leopard St. Corpus Ctwisti,TX 78409 www.govinddevelopment.com Office:(361)241-2777 Fax:(364)241-2200 METES AND BOUNDS DESCRIPTION OF AREA 12 3.99 Acre Tract Being 3.99 acres of land, more or less, being all of Lots 8 and 9, out of the Awkerman Gardern Lots Subdivision,recorded in Volume 4, Page 38, Map Records Nueces County, Texas and this 3.99 acre tract being more particularly described by metes and bounds as follows; Beginning at the southeast corner of this tract and said Lot 9, said corner being at the intersection of the southwest right of way line of Hem's Ferry Road with the north right of way line of Up River Road and also being the south east corner of said subdivision; Thence N 72-11-50 W with the south boundary line of this tract and said subdivision, the same being the north right of way line of Up River Road, 507.14 feet, to the southwest corner of this tract and said Lot 8 the same being the southeast corner of Lot 7; Thence North with the west boundary line of this tract and said Lot 8, the same being the east boundary line of Lot 7 of said subdivision, 453.33 feet, to the northwest corner of this tract and Lot 8, said corner also being the northeast corner of said Lot 7 and said corner being on the south right of way line of Hem's Ferry Road; Thence S 63-31-00 E with the north boundary line of this tract and Lot 8 of said subdivision, and 71.50 feet, to a comer of this tract and said Lot 8; Thence S 40-03-00 E with the northeast boundary line of this tract and said subdivision the same being the southwest right of way line of Hem's Ferry Road, 306.63 feet, to a comer of this tract and said Lot 9; Thence S 36-06-00 E with the northeast boundary line of this tract and said Lot 9, and said subdivision, the same being the southwest right of way line of Hem's Ferry Road, 307.45 feet, to a corner of this tract and said Lot 9; Thence S 21-54-00 E with the northeast boundary line of this tract and said Lot 9,the same being the southwest right of way line Hem's Ferry Road, 92.21 feet, to the POINT OF BEGINNING and containing 3.99 acres of land,more or less. In addition, the entire right of way width of Up River Road fronting from Area 11 westward to Area 13 and being more particularly described as follows: Beginning at the southeast corner of Area 11 for the northeast corner of this tract and being on the north right of way line of Up River Road; Thence S 11-42-00 W with the east boundary of this tract and crossing Up River Road to the southeast comer of this tract, said corner being on the south right of way line of Up River Road; Thence Northwesterly along the south right of way line of Up River Road to the southwest corner of this tract, said corner being perpendicularly south of the southwest corner of Area 13; Thence North and crossing Up River Road to the northwest corner of this tract, the same being the southwest corner of Area 13 and being on the north right of way of Up River Road; Thence Southeasterly with the north right of way of Up River Road and passing the south boundaries of Areas 13, 12, 10 and 11 to the point of beginning. Notes: 1. Bearings based on Plat recorded in Volume 4, Page 38 Map Records Nueces County, Texas. 2. Metes and bounds description based on recorded deed and map records and not on an on the ground survey. GOVIND DEVELOPMENT, LLC .� .OF Tf S RFa9s George Rubalcaba, RPLS, LSLS EO E.RU.•••••••• GEQRGE RUBALCABA Survey Group Manager ...o ''''''•'''••;' 03/15/2021 �•%= 4229 P�•� Rev. 11/30/2021 SU R%4 Rev. 1/6/2022 EXHIBIT 2 Avis-11-Aff-B ff DEVELOPMENT, LLC ENRNM.INGDIVISION 9510 Leopard St. Corpus Ctwisti,TX 78409 www.govinddevelopment.com Office:(361)241-2777 Fax:(364)241-2200 METES AND BOUNDS DESCRIPTION OF AREA 13 12.175 ACRE TRACT Being 12.175 acres of land, more or less, being all of Lot 1, Block 2,Awkerman Garden Lots recorded in Volume 40, Page 81,Map Records Nueces County, Texas, all of Emmert Tract recorded in Volume 26, Page 37, M.R.N.C.T, Lots 1 thm 5,Awkerman Garden Lots recorded in Volume 4, Page 38, M.R.N.C.T, 0.45 acre tract, 0.887 acre tract, 2.182 acre tract recorded in Document#2010040428, Official Public Records Nueces County, Texas and this 12.175 acre tract being more particularly described by metes and bounds as follows; Beginning at the southwest comer of this tract and said Lot 1, Block 2, Awkerman Lots, said corner being on the north right of way line of Up River Road; Thence North with the west boundary line of this tract and said Lot 1, 43.33 feet,to the northwest corner of this tract and said Lot 1; Thence East with the north boundary of this tract, at 404.40 feet pass the common corner of said Lot 1 and said 0.45 acre tract, at 503.70 feet pass the common corner of said 0.45 acre tract and said 0.887 acre tract, at 663.50 feet pass the common corner of said 0.887 acre tract and said 2.182 acre tract, at 960.15 feet pass the common corner of said 2.182 acre tract and said Emmert Tract, at 1271.15 feet pass the common corner of said Emmert tract and Lot 1 of Awkerman Garden Lots,in all 1525.50 feet to the northeast corner of this tract being on the south right of way line of Hearn's Ferry Road; Thence S 25-10-00 E with the northeast boundary line of this tract and Lot 4 of Awkerman Garden Lots, same being the southwest right of way line of Hearn's Ferry Road, 69.81 feet, to an inside corner of this tract and Lot 4; Thence S 63-31-00 E with the northeast boundary line of this tract, same being the southwest right of way line of Hearn's Ferry Road, 122.25 feet, to the lower northeast corner of this tract, same being the northeast corner of Lot 5; Thence South with the east boundary line of this tract and Lot 5, 482.29 feet,to the southeast comer of this tract and Lot 5, said corner being on the north right of way line of Up River Road; Thence N 72-11-50 W with the south boundary line of this tract and said subdivision, 413.25 feet, to a corner of this tract, said corner being the southwest corner of Lotl; Thence North, 8.66 feet, to a corner of this tract, said comer being the southeast corner of said Emmert tract; Thence N 71-20-00 W with the south boundary line of this tract and said Emmert tract, same being the north right of way line of Up River Road, 328.27 feet, to a corner of this tract, said corner being the southwest corner of said Emmert tract; Thence South, 10.52 feet,to a corner of this tract, said corner being the southeast corner of said 2.182 acre tract; Thence N 71-01-15 W with south boundary line of this tract, same being the north right of way line of Up River Road, at 313.70 feet pass the common corner of said 0.887 acre tract and said 0.45 acre tract, in all 587.70 feet to a corner of this tract, said corner being the southwest corner of said 0.45 acre tract and the southeast corner of said Lot 1, Block 2, Awkerman Lots; Thence N 71-09-20 W with the south boundary line of this tract and said Lot 1, Block 2, Awkerman Lots, same being the north right of way line of Up River Road, 426.97 feet, to the POINT OF BEGINNING and containing 12.175 acres of land,more or less and being out of Tract 10C recorded in Amending Ordinance No. 16702, passed and approved by the City Council on November 18, 1981. In addition, the entire right of way width of Up River Road fronting from Area 11 westward to Area 13 and being more particularly described as follows: Beginning at the southeast comer of Area 11 for the northeast corner of this tract and being on the north right of way line of Up River Road; Thence S 11-42-00 W with the east boundary of this tract and crossing Up River Road to the southeast corner of this tract, said corner being on the south right of way line of Up River Road; Thence Northwesterly along the south right of way line of Up River Road to the southwest comer of this tract, said corner being perpendicularly south of the southwest comer of Area 13; Thence North and crossing Up River Road to the northwest comer of this tract, the same being the southwest comer of Area 13 and being on the north right of way of Up River Road; Thence Southeasterly with the north right of way of Up River Road and passing the south boundaries of Areas 13, 12, 10 and 11 to the point of beginning. Notes: I. Bearings based on Document 42010040428 Official Public Records Nueces County, Texas and Volume 4, Page 38, Volume 40, Page 81, Volume 26, Page 37, MRN.C.T. 2. Metes and bounds description based on recorded deed and map records and not on an on the ground survey. GOVIND DEVELOPMENT, LLC �.G F Tf �?P��4SzE,QFoq�S' George Rubalcaba, RPLS, LSLS • .••••••�• GEORGE RUBALCABA Survey Group Manager o''''''''''' 4229 03/15/2021 9.�°Fess►o�'P o Rev. 11/3/2021 �� SU RV Rev. 1/6/2022 EXHIBIT 2 DEVELOPMENT, LLC ENRNM.INGDIVISION 9510 Leopard St. COWS Christi,TX 78409 www.govinddevelopment.com Office:(361)241-2777 Fax:(364)241-2200 METES AND BOUNDS DESCRIPTION OF AREA 14 4.875 ACRE TRACT Being 4.875 acres of land,more or less, being all of Lots 1, Block 1, of Stateway Subdivision recorded in Volume 38, Page 12 Map Records Nueces County, Texas, and part of Lot 2, Block 1, of Stateway Subdivision recorded in Volume 38, Page 80, Map Records Nueces County, Texas, and this 4.875 acre tract being more particularly described by metes and bounds as follows; Beginning at the northeast corner of this tract and said Lot 1, said corner being on the south right of way line of Up River Road; Thence South with the east boundary line of this tract and said Lot 1, 499.57 feet, to the southeast corner of this tract and Lot 1, said corner being on the north right of way line of Interstate Highway 37; Thence N 56-23-00 W with south boundary line of this tract, and said north right of way line of IH 37, 676.90 feet, to the southwest corner of this tract, said corner being on the south boundary line of said Lot 2; Thence N 20-22-27 E with the west boundary line of this tract and entering said Lot 2, 287.00 feet, to the northwest corner of this tract, said corner being on the north boundary line of said Lot 2, the same being the south right of way line of Up River Road; Thence S 71-32-42 E with the north boundary line of this tract and said Lot 2, the same being the south right of way line of Up River Road, 145.00 feet,to a corner of this tract, the same being the northeast corner of said Lot 2 and said corner being on the west boundary line of said Lot 1; Thence N 18-14-16 E, 10.00 feet, to a corner of this tract and the northwest corner of said Lot 1, said corner being on the south right of way line of Up River Road; Thence S 71-32-42 E with the north boundary line of this tract and said Lot 1, the same being the south right of way line of Up River Road, 340.60 feet, to the POINT OF BEGINNING and containing 4.875 acres of land, more or less. Included with this tract is the entire right of way of Up River Road fronting this tract. Notes: 1. Bearings based on Plat recorded in Volume 38, Pages 12 and 80, Map Records Nueces County, Texas. 2. Metes and bounds description based on recorded deed and map records and not on an on the ground survey. GOVIND DEVELOPMENT, LLC OF Tf George Rubalcaba, RPLS, LSLS • .•••••• •••••••• GEORGE RUBALCABA Survey Group Manager .... 4229 03/15/2021 y 0Fss�o? 0 Rev. 11/30/2021 5U Rqf`' EXHIBIT 2 DEVELOPMENT, LLC ENRNM.INGDIVISION 9510 Leopard St. COWS Christi,TX 78409 www.govinddevelopment.com Office:(361)241-2777 Fax:(364)241-2200 METES AND BOUNDS DESCRIPTION OF AREA 15 24.4 ACRE TRACT Being 24.4 acres of land, more or less, out of a 220.79 acre tract located in the P. Hinojosa Survey 422, Abstract 850,Nueces County, Texas, and said 24.4 acre tract being more particularly described by metes and bounds as follows; Beginning at the southeast corner of this tract, said corner being on the north right of way line of Interstate Highway 37 and being said northeast corner of the portion conveyed to the State of Texas for right of way for IH 37 and recorded in Volume 1066, Page 497, Deed Records Nueces County, Texas; Thence along the north right of way line of I.H. 37 as follows: N 57-03-34 W, 182.42 feet; N 51-57-04 W, 179.61 feet; N 49-19-02 W, 207.88feet; N 55-38-41 W, 141.56 feet; N 61-19-59 W, 120.84 feet; N 66-30-20 W, 173.66 feet; N 62-22-04 W, 216.13 feet; N 57-03-34 W, 856.97 feet, to the southwest corner of this tract; Thence N 00-32-26 W with the west boundary line of this tract, 342.8 feet, to the centerline of Turkey Creek for a corner of this tract; Thence N 57-42-52 E with the centerline of Turkey Creek, 219.62 feet, to the northwest corner of this tract; Thence S 61-00-25 E with the north boundary of this tract, 1775.12 feet, to the northeast corner of this tract; Thence S 00-49-25 E with the east boundary line of this tract, 718.22 feet, to the POINT OF BEGINNING and containing 24.4 acres of land, more or less and being same 24.4 acre tract described as Tract 11 in City Ordinance No. 16702 passed and approved by city council on November 18, 1981. Notes: 1. Bearings based on deed recorded in Volume 1066, Page 497, Deed Records Nueces County, Texas. 2. Metes and bounds description based on recorded deed and map records and not on an on the ground survey. GOVIND DEVELOPMENT, LLC OF Tf George Rubalcaba, RPLS, LSLS • .•••••• •••••••• GEORGE RUBALCABA Survey Group Manager • .. 4229 .,. 03/29/2021 9�°�"fss►��P 0 Rev. 11/30/2021 �� 3U R4 EXHIBIT 3 1 INDUSTRIAL DISTRICT AGREEMENT NO. 9C THE STATE OF TEXAS § COUNTY OF NUECES § CITY OF CORPUS CHRISTI § This Industrial District Agreement("Agreement")is made and entered into under the authority of Section 42.044 of the Texas Local Government Code,by and between the CITY OF CORPUS CHRISTI, TEXAS, a Texas home-rule municipal corporation of Nueces County, Texas, hereinafter called the "CITY," and Flint Hills Resources Corpus Christi,LLC,a Delaware Limited Liability Company,Landowner and Improvements Owner,hereinafter collectively called the "COMPANY." The CITY and the COMPANY are hereinafter sometimes referred to individually as a "Parry"and collectively as the "Parties." WHEREAS,it is the established policy of the City Council of the City of Corpus Christi,Texas,to adopt reasonable measures permitted by law that will tend 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 therein,and such policy is hereby reaffirmed and adopted by this City Council as being in the best interest of the CITY and its citizens; and WHEREAS, the COMPANY is the owner and/or lessee of Land and/or owner of Improvements on land within the Extraterritorial Jurisdiction(ETJ)of the CITY; and WHEREAS, under said policy and the provisions of Section 42.044, Texas Local Government Code, the CITY has enacted Ordinance No. 15898, approved November 26, 1980, as amended, incorporated for all purposes, indicating its willingness to enter into Industrial District Agreements with industries located within its ETJ and designating the specified land areas as Corpus Christi Industrial Development Area No. 1 and Corpus Christi Industrial Development Area No. 2; and WHEREAS, in order to correct certain boundary issues, Ordinance No. 029958, as amended, reestablished Corpus Christi Industrial Development Area No. I and Corpus Christi Industrial Development Area No.2 and renamed such areas "Industrial District No. I and Industrial District No. 2" and Ordinance Nos. 030994 and 031145 expanded Industrial District No. 1, and Ordinance Nos. 031797 and 032720 expanded Industrial District No. 2; and WHEREAS, Ordinance No. 031721, as amended, established Corpus Christi Industrial District No. 4 in Nueces County; and WHEREAS,Ordinance Nos.031775,031817,and 033161,as amended,established Corpus Christi Industrial District Nos. 5, 6, 7, 8, 9, 10, and I in the CITY's ETJ in San Patricio County; and WHEREAS, Ordinance No. provided for disannexing from the City of Corpus Christi, Texas, an approximately 129.44 acres of land in between Interstate Highway 37 and Industrial District No. 1, and amended the boundaries of Industrial District No. I to include the disannexed area and authorizing the execution of an Industrial District Agreement with Flint Hills Resources Corpus Christi,LLC requiring the payment in lieu of taxes in an amount equal to 100 percent of the ad valorem taxes that would be due if the property remained in the City limits; and WHEREAS, Industrial District Nos. 1, 2, 4, 5, 6, 7, 8, 9, 10, and 11 are collectively referred to as the "Industrial Districts";and WHEREAS,the CITY desires to encourage the updating, expansion and growth of industries within said Industrial Districts,and for this purpose,desires to enter into this Agreement with the COMPANY; and WHEREAS, the COMPANY desires to minimize its tax burden and avoid regulation by the CITY of the COMPANY's structures and properties within such Industrial Districts. 2 WHEREAS,the COMPANY desires to avoid regulation by the CITY of the COMPANY's structures and properties within such Industrial Districts; NOW, THEREFORE, in consideration of the premises, the mutual agreements of the Parties herein contained and under the authority granted under Section 42.044, Texas Local Government Code, and the Ordinances of the CITY referred to above,the CITY and the COMPANY hereby agree as follows: Article 1 Section 1.01 Immunity from Annexation.The CITY covenants and agrees that during the term of this Agreement, and subject to the terms and provisions herein,the Land shall retain its extraterritorial status as an Industrial District, except as otherwise provided in this Agreement. Except as provided otherwise in this Agreement, the CITY further covenants and agrees that the Land shall be immune from annexation during the Term of this Agreement. Section 1.02 Limited to Industrial Use. The COMPANY covenants and agrees that during the Term, the COMPANY will not use or permit the use of the Land and/or Improvements and/or personal property covered by this Agreement for purposes not included within the term "industry". "Industry" as used herein shall mean for the same industrial uses to which the Land, or similarly situated land within the Industrial Districts, is now devoted by the COMPANY or other such parties holding such similarly situated land.Holding the Land and Improvements for future "industry"use,without using same for non-industry purposes, does not violate this Section 1.02. If the COMPANY uses, or permits use of, the Land and/or Improvements and/or personal property covered by this Agreement for purposes not included within the term "industry" as defined above, then the PILOT to be paid by the COMPANY under this Agreement shall be increased to an amount equal to 100% of the amount of ad valorem taxes on Land and Improvements, and personal property sited on the Land, that would otherwise be payable to the CITY by the COMPANY if said Improvements and personal property were situated on land within the CITY limits of the CITY. The increase shall be immediately effective for all payments from the inception of this Agreement, and the COMPANY shall transmit to the CITY within 60 days of being notified by the CITY of the determination of a non- industry use,subject to the notice and opportunity to cure provided for in Section 4.04,an amount equal to said 100% of ad valorem taxes from the inception of this Agreement, less any amounts previously paid by the COMPANY to the CITY under this Agreement,plus penalties and interest as if the amounts were delinquent taxes. The CITY shall be entitled to its reasonable attorneys' fees and other costs in collecting any of these amounts. In addition,the CITY shall have the right, in its sole and absolute discretion: (1) to obtain an injunction from a court of competent jurisdiction,upon the court's determination that the use is not an"industry"use,requiring that the use be permanently discontinued, or (2) to annex the Land covered by this Agreement and until the Land is annexed, the COMPANY shall continue to make payments equal to said 100% of ad valorem taxes on Land and Improvements and personal property. Section 1.025 Limitation on Hydrocarbon Improvements Along IH-37. COMPANY covenants and agrees that during the term hereof, COMPANY will not locate any facilities dedicated to the processing, refining, or above- ground storage of hydrocarbons on any of the Land that is within 300 feet of Interstate Highway 37. Section 1.03 Annexation Corridor. If any other company within the Extraterritorial Jurisdiction of the CITY fails to enter into an Industrial District Agreement with the CITY or defaults on their in lieu of tax payments, and said defaulting company is not contiguous with the CITY's boundary,the COMPANY shall, after the CITY provides the COMPANY with 60 days prior written notice of intent to initiate annexation proceeding,permit the CITY to annex a suitable strip of land out of the COMPANY's Land from the CITY'S boundary to the defaulting company's land to permit its annexation. In the event the CITY must annex a part of the COMPANY's property in order to annex property owned by third parties,the CITY will annex the absolute minimum amount of the COMPANY's Land legally necessary to annex such property owned by third parties. The location of such annexed Land shall be subject to the approval of the COMPANY which approval shall not be unreasonably withheld.The COMPANY and such annexed Land shall have no right to any CITY services as a result of such annexation;nor shall the CITY extend,by ordinance, any rules,or regulations to such annexed Land,including,but not limited to,those(a)governing plats and subdivisions of land,(b)prescribing any building,electrical,plumbing or inspection code or codes,or(c)attempting to exercise in 3 any manner whatsoever control over the conduct of the COMPANY's business thereon. Such annexed portion of Land shall remain a part of this Agreement and shall not be subject to CITY taxes,but such annexed Land and any Improvements thereon shall continue to be included within the in lieu of tax payment. In the event that the need for an annexation corridor no longer exists,including but not limited to the defaulting company entering into an Industrial District Agreement, having otherwise met its obligations to the CITY, the CITY agrees to immediately cease any annexation proceedings related to the annexation corridor over the COMPANY's Land, or within 60 days, take the steps necessary to complete deannexation proceedings required to remove from the city limits any unnecessary annexation corridor. If notwithstanding the foregoing provisions of this Section 1.03,any of such annexed portion of Land or any Improvements or other property located thereon is subject to any CITY taxes with respect to any Calendar Year during the Term of this Agreement, the CITY shall (i) exclude such annexed portion of Land and any Improvements and other property located thereon from the calculation of the PILOT due from the COMPANY under Article 3 for such year,and(ii) as an economic development incentive grant under a program authorized by Chapter 380 of the Texas Local Government Code,remit(either as an offset against the amount of payment in lieu of tax owed to the CITY under this Agreement or as a rebate paid to the COMPANY),within 60 days following the CITY's receipt of proof of payment of such CITY taxes, the portion of such CITY taxes that is in excess of the PILOT that would have been required to be paid to the CITY under this Agreement with respect to such annexed portion of Land and any Improvements and other property located thereon had such annexed portion of Land not been annexed. Section 1.04 City Services. During the Term hereof,pursuant to this Agreement,the CITY shall have no obligation to extend to the Land any utility or other CITY services, except for services that are being provided to and paid for by the COMPANY on the date hereof,or as otherwise stated herein. Section 1.05 Fire Protection Services. The CITY may provide fire protection services to the COMPANY at the option of the COMPANY for an additional payment to the CITY as set forth under Section 3.05 hereof. Section 1.06 Compliance with City Rules and Regulations. The CITY and the COMPANY agree that during the Term hereof, with respect to the Land and Improvements and other property located thereon, the CITY shall not require compliance with its rules or regulations: (1) governing zoning and platting of the Land, or any additions thereto, outside the CITY limits and in an Industrial District; provided,however, COMPANY further agrees that it will in no way divide the Land or additions thereto without complying with applicable State law and CITY ordinances governing subdivision of land;(2) excluded from Industry compliance obligations pursuant to Section 1.02 of Exhibit E; or (3) prescribing any rules governing the method of operation of COMPANY's business, except as to those regulations relating to the delivery of utility services and industrial waste disposal through CITY-owned facilities. The COMPANY shall ensure that all of the COMPANY's connections with the CITY water system contain backflow prevention devices and/or air gaps consistent with the technical criteria referenced in Section 55-96 of the City Code as said section exists on the signature date of this Agreement and state law, including any periodic certifications required by the aforementioned provisions of the City Code and state law. Notwithstanding, upon COMPANY'S request citing this section and obligation, the CITY's director of water or authorized equivalent will review the COMPANY's proposed use of an alternative backflow prevention method and determine whether that proposed method provides the same or greater level of reliability, effectiveness, and ease of verifiability at or near the City's water-connection location as a reduced pressure backflow preventer(assembly).After such review and determination, CITY and COMPANY will jointly approach the Texas Commission on Environmental Quality (TCEQ) to request TCEQ review of the proposed alternative backflow prevention method. If TCEQ approves a jointly-proposed alternative backflow prevention method, then the CITY will allow the use of said proposed alternative backflow prevention method unless the CITY determines that said proposed alternative backflow prevention method will not provide the same or greater level of reliability, effectiveness, and ease of verifiability at or near the City's water- connection location as a reduced pressure backflow preventer (assembly). After a written request by COMPANY, CITY shall provide such determination in writing by a licensed professional engineer with expertise in industrial and municipal systems that utilize backflow prevention technologies.If the CITY does not respond within 60 days of such written COMPANY request,then the request for use of said jointly-proposed, TCEQ-approved alternative backflow prevention method will be deemed approved. Section 1.07 Definitions.The following terms have the following meanings: 4 A. Affiliates. As used herein shall mean: (1)all companies with respect to which the COMPANY directly or indirectly, through one or more intermediaries at the time in question, owns or has the power to exercise control over 50% or more of the stock having the right to vote for the election of directors; or (2) all corporations (or other entities) controlled by or under common control with the Company as contemplated by Section 1239(c)of the Internal Revenue Code of 1986, as amended. B. CAD. The appraisal district(either the Nueces County Appraisal District [NCAD] or the San Patricio County Appraisal District [SPCAD]) responsible for appraising the portion of the Land and the Improvements located within the boundaries of such appraisal district. C. Calendar Year.A period of time beginning January I and ending December 31 in a numbered year. D. Existing Improvements. Improvements other than New Improvements. E. Extraterritorial Jurisdiction (ETJ). As defined by Chapter 42 of the Texas Local Government Code, as amended. The CITY's existing ETJ includes the unincorporated area that is contiguous to the corporate boundaries of the CITY and that is located within five miles of those boundaries. F. Improvements. As defined in Section 1.04(3) of the Texas Tax Code, and shall also include power generation facilities, petroleum and/or chemical refining, processing, extraction or storage facilities, structures,or equipment erected on or affixed to the land,regardless of the land ownership,and pipelines on, under, or across the land which are owned by COMPANY. Improvements include Existing Improvements and New Improvements. G. Industrial District. The industrial districts designated pursuant to Ordinance Nos. 029958, 031721, 031775,031797,031817,033161,or future ordinance of the CITY,are incorporated herein by reference. H. Industrial District Agreement. An agreement made and entered into under the authority of Section 42.044 of the Texas Local Government Code. L Land. All of the land owned, leased or possessed by COMPANY and located within the Industrial Districts. Land, in the context of this Agreement includes all land of the COMPANY located in the Industrial Districts,whether or not it is in included in Exhibit A. J. Market Value.As determined and defined by the applicable CAD. K. New Improvement. Improvements which have been affixed to the Land and Placed in Use for four or fewer Calendar Years. On the fifth calendar year after the New Improvement has been affixed to the Land or Placed in Use,it will be considered an Existing Improvement L. PILOT. Payment in Lieu of Ad Valorem Taxes. M. Placed in Use. Improvements that are completed and placed in use and are not listed by the applicable CAD as Construction Work in Progress(CWIP). Article 2 Section 2.01 Term. The term of this Agreement (Term) shall be 15 years from January 1, 2025 to December 31, 2039,unless earlier terminated as herein provided. Section 2.02 New Agreement or Annexation before Expiration of Term. Prior to July 1, 2039,the COMPANY shall enter into a new Industrial District Agreement with the CITY or file a voluntary Petition for Annexation of the Land into the territorial limits of the CITY. The Petition for Annexation pursuant to this section will be in the form attached as Exhibit C. The annexation may become effective at any time after September 1, 2039. Failure of the 5 COMPANY to execute and submit a voluntary Petition for Annexation prior to July 1, 2039 shall entitle the City to (1)file the Petition for Annexation and Agreement for Provision of Municipal Services attached to this agreement and/or(2) otherwise annex the Land into the territorial limits of the CITY. In the event of annexation due to failure to enter into a new Industrial District Agreement in 2039, the terms of this Agreement other than restrictions on annexation,that can be legally applied after annexation will continue to apply until December 31,2039. Article 3 Section 3.01 Payment in lieu of Ad Valorem Taxes (PILOT).Each year during the Term hereof,the COMPANY shall pay to the CITY: A. Land.An amount in lieu of tax on the Land(excluding Improvements located thereon)equal to 100%of the amount of ad valorem taxes based upon the Market Value of the Land which would otherwise be payable to CITY by COMPANY if the Land were situated within the CITY limits. B. Existing Improvements. An amount in lieu of tax on Existing Improvements located on the Land equal to 100%of the amount of ad valorem taxes based upon the Market Value of the Existing Improvements, which would otherwise be payable to the CITY by the COMPANY if said Existing Improvements were situated on land within the CITY limits.For purposes of this calculation,the Existing Improvements will not include the pollution control improvements that have qualified for exemption from taxation pursuant to Texas Property Tax Code 11.31. C. New Improvements. For the first four Calendar Years after a New Improvement is affixed to the land and Placed in Use,the COMPANY shall pay 100% PILOT for said New Improvement. Personal Property. An amount in lieu of tax on personal property equal to 100%of the amount of ad valorem taxes based upon the Market Value of the personal property which would otherwise be payable to CITY by COMPANY if the personal property were situated on land within the CITY limits. D. With respect to any new land acquired by the COMPANY located within an Industrial District,the new land shall be included in the COMPANY'S land known as the Land, and shall be considered in calculating the in lieu of tax payment on the Land as of January I of the first year following the date which the new land is acquired by the COMPANY. Within 90 days after the acquisition of new land by the COMPANY, the COMPANY shall provide the CITY with a revised Exhibit A that includes a complete listing by the applicable CAD of the Geographic ID number of the newly acquired land and any Improvements thereon and promptly after the CITY's receipt of such revised Exhibit A, the CITY and the COMPANY shall each execute, acknowledge, and deliver to one another a written agreement with respect to such acquired land substantially in the form of Exhibit D attached hereto to evidence that such land is made subject to the terms and provisions of this Agreement. E. With respect to any new land acquired by the COMPANY after January 1, 2025, located within the ETJ of the CITY, but not in an Industrial District, the COMPANY shall report such purchase to the CITY and the CITY shall determine whether an Industrial District Agreement is desired for such newly acquired land. Section 3.02 Company Schedule of Value. On or before August 31st of each year of this Agreement,or upon final determination of Market Values by the applicable CAD,whichever is later,the COMPANY shall provide to the CITY an itemized Schedule of Value by sworn affidavit, on the form attached hereto as Exhibit B, listing all CAD, Geographic ID numbers and the Market Values related thereto,and showing all Land and Improvements and personal property owned or controlled by the COMPANY including and identifying the property to be valued as part of this Agreement (the "Schedule") and each exemption applicable to the calculation of taxation on each item of property (specifying exemptions pursuant to Texas Property Tax Code 11.31). The Schedule shall also list the year any Improvements were Placed in Use. The COMPANY has no objection to the CITY'S review of all forms,information, and documents provided by the COMPANY to the applicable CAD and,in the event of appeal,the Appraisal Review 6 Board. Failure to provide the Schedule to the CITY shall constitute a breach of this Agreement. COMPANY must include on its Schedule of Value the Geographic ID numbers for all personal property accounts on the Property, whether owned by COMPANY or by a Lessee or tenant. Section 3.03 Determination of Value. Subject to the provisions of Section 3.04, in determining the COMPANY'S annual in lieu of tax payment required under this Agreement,the calculation shall be made utilizing the Market Value of all Land and Improvements and personal property,but not including the Land and/or Improvements and/or personal property that qualify for the exemption for pollution control property as provided in Texas Property Tax Code Section 11.31 as determined by the applicable CAD, or its successor,under provisions of the Texas Property Tax Code. The COMPANY shall timely provide information and reports required under this Agreement and under Texas law,rules and regulations to the applicable CAD or its designee, so that the appraisal process can be completed in accordance with all applicable state laws. Section 3.04 Company Protest of Value or Billing. If the COMPANY elects to protest the valuation set on any of its properties by the CAD for any year or years during the Term hereof, it is agreed that nothing in this Agreement shall preclude the protest, and the COMPANY shall have the right to take all legal steps desired to reduce the same as if the property were located within the CITY. The COMPANY shall notify the CITY of its appeal within 30 days after its protest of the valuation is submitted to the CAD. Notwithstanding any protest of valuation by the COMPANY or any non-CAD related billing dispute,the COMPANY agrees to pay to the CITY an initial estimated PILOT,on or before the Due Date in Section 3.07 below,based on the amount billed by the CITY. Alternate Estimated PILOT. If the COMPANY files a lawsuit or lawsuits over the value of any of any of its properties on which the PILOT is calculated and chooses to pay an Alternate Estimated PILOT, then on or before November 1' of the tax year subject to the lawsuit, the COMPANY shall provide written notice to the CITY identifying each CAD Geographic ID number subject to the lawsuit and the COMPANY's estimate of value and legal basis for each value. This written notice shall be accompanied by the COMPANY's calculation of: (1) the total,cumulative PILOT for the tax year subject to the lawsuit,based on the Market Values determined by the CAD(CAD-determined Market Values for the tax year subject to the lawsuit), and (2) the total,cumulative PILOT for the tax year subject to the lawsuit,based on the market values estimated by the COMPANY(COMPANY-determined market values for the tax year subject to the lawsuit), and (3) the total,cumulative PILOT paid by COMPANY to CITY for the year immediately prior to the tax year subject to the lawsuit. If the total cumulative CAD-determined Market Values for the tax year subject to the lawsuit are more than 20% greater than the total, cumulative CAD-determined Market Values for the immediately prior tax year, then the COMPANY may pay an Alternate Estimated PILOT,based on the greater of: (1) the COMPANY-determined market values for the tax year subject to the lawsuit,or (2) 120% of the total,cumulative PILOT paid by COMPANY to CITY for the tax year immediately prior to the tax year subject to the lawsuit(s). When the valuation on said property or any billing dispute has been finally determined, either as the result of final unappealable judgment of a court of competent jurisdiction or as the result of other final settlement of the controversy, then within 30 days thereafter, if the PILOT due the CITY is established to be an amount more than the PILOT or Alternate Estimated PILOT paid by the COMPANY,then COMPANY shall make to the CITY any additional PILOT due based on the final determination.If,as a result of final unappealable judgment of a court of competent jurisdiction, or as the result of other final settlement of the controversy,the PILOT due to the CITY is established to be an amount less than the amount of the PILOT or Alternate Estimated PILOT for that year paid by the COMPANY,the excess in lieu of tax payment,if any,collected by the CITY shall be returned to COMPANY within 60 days after COMPANY provides notice and a copy of said final determination. The parties may mutually agree to alternative methods of reimbursement,such as a credit to the in lieu of tax payments due the next year.Any non-CAD related billing disputes shall be resolved by the CITY within 90 days from the date notice of the dispute is received by the CITY. Section 3.05 Fire Protection. With respect to each year during the Term of this Agreement, an additional amount for CITY fire protection equal to 15% of the amount of ad valorem taxes based upon 100% of the Market Value of the Improvements located on the Land which would otherwise be payable to the CITY by the COMPANY for such 7 year if said Improvements were situated on land within the CITY limits(Calculation: Market Value of Improvements x 15% x CITY tax rate = Fire Protection Fee) will be paid annually; provided, however, that the COMPANY shall not be obligated to pay the additional amount provided by this Section 3.05 for any year during the Term of this Agreement if either (i) as of January 1 of such year,the COMPANY is a member in good standing of the Refinery Terminal Fire Company, or its successor, or (ii) the COMPANY satisfies the requirements set forth in Section 775.032(a)(1),(2),and(3)of the Texas Health and Safety Code and certifies to the CITY in writing such compliance. Section 3.06 Calculation of Amount Due.The CITY shall mail an invoice to the COMPANY,which sets forth the amount of payment in lieu of tax owed to the CITY calculated in accordance with this Agreement. Such invoice shall be postmarked at least 30 days prior to the Due Date defined in Section 3.07 below,and shall be mailed to the address shown in Section 10.03 of this Agreement.The calculation shall be made with reference to the exemption for pollution control property in Section 11.31, Texas Property Tax Code, and Article VIII, Section 1-1, Texas Constitution, as same presently exist or may be hereafter amended, using the Market Value of pollution control equipment certified by the CAD. In addition, all amounts other than the 11.31 amount referenced above shall be calculated without reference to any new tax exemption or any increase in an existing tax exemption enacted after January 1, 1995. Section 3.07 Payment. The COMPANY agrees to pay to the CITY on or before January 31 of the year following each year during the Term hereof(the "Due Date"),all PILOTS provided for hereunder and invoiced by the CITY in accordance with Section 3.06 above,without discount for early payment,but subject to Section 3.04.Notwithstanding, if the CITY sends a late invoice (after January Ist), then the COMPANY will pay the CITY within 30 days after receipt of the late invoice. This Agreement, and the method of determining and fixing the amount of the PILOTS hereunder, shall be subject to all provisions of law relating to determination of Market Value and taxation,including, but not limited to,laws relating to rendition,assessment,equalization and appeal.Any invoiced amounts that are not paid by the Due Date shall be considered delinquent. Delinquent amounts shall be immediately subject to interest at 12% per annum, compounded monthly and the COMPANY shall reimburse the CITY for its costs of collections, including reasonable attorneys' fees. Section 3.08 Filing of Industrial District Agreement.After execution,the CITY will file this Agreement with the applicable County Clerk, invoice the COMPANY for the filing fee, and provide a file-stamped copy to the COMPANY. COMPANY shall remit payment for such filing fee within 30 days after being invoiced for the cost of such filing. Article 4 Section 4.01 Company Failure to Pay/Company Breach. If the COMPANY fails to make a report or payment due to the CITY hereunder or if the COMPANY fails to perform any other material obligation incumbent upon the COMPANY to be performed hereunder or revokes any provision of this Agreement or attachment hereto,and if such default is not fully corrected within 60 days (or such longer period to the extent required by Section 4.04) after the CITY gives written notice of said default to the COMPANY, the City shall have the option to either (1) accept the COMPANY's Petition for Annexation and Agreement for Provision of Municipal Services and commence annexation proceedings,in accordance with Section 10.07 below,and sue to recover all damages;or(2)continue this Agreement for its Term and collect the payments required hereunder.A failure to perform pursuant to this Agreement will not be considered "material" if such failure to perform does not affect reporting, payment, annexation, or enforceability of any provision of this Agreement. Nonetheless, a COMPANY violation or failure to perform this Agreement,regardless of materiality shall entitle the City to declare this Agreement in default and commence ordinary annexation proceedings. Section 4.02 Lien. The CITY shall be entitled to and have a tax lien on the Land and Improvements and personal property which may,in the event of default in payment of any sum due hereunder that is not cured in accordance with Section 4.04 below,be enforced by CITY in the same manner as provided by law and for the collection of delinquent ad valorem taxes. Additionally, the CITY shall be entitled to and have a contractual lien on the Land and Improvements and personal property which may be foreclosed in the event of such uncured default(1)judicially or (2) extra judicially in the same manner as a deed of trust under the Texas Property Code, and for that purpose may appoint a trustee or trustees. 8 Section 4.03 City Breach. If the CITY breaches this Agreement by annexing or attempting to pass an ordinance annexing any of the Land(except with reference to any annexation provided for herein),the COMPANY shall provide written Notice of Default(clearly labeled as such)to the CITY and COMPANY shall be entitled to enjoin the CITY from the date of its breach for the balance of the Term of this Agreement from enforcing any annexation ordinance adopted in violation of this Agreement and from taking any further action in violation of this Agreement. If the COMPANY elects to pursue this remedy,then so long as the CITY specifically performs its obligations hereunder, under injunctive order or otherwise, the COMPANY shall continue to make the annual payments required by this Agreement. Section 4.04 Notice of Default.Notwithstanding anything to the contrary contained herein,in the event of any breach by the COMPANY of any of the terms or conditions of this Agreement,the CITY shall give the COMPANY written Notice of Default (clearly labeled as such) specifying the nature of the alleged default, and manner in which the alleged default may be satisfactorily cured.Thereafter,the COMPANY will be afforded 60 days within which to cure the alleged default. A default not related to payment that cannot be remedied within 60 days may be subject to a Plan of Cure that will be considered by the CITY if said Plan is requested in writing to the CITY within 30 days after CITY sends the Notice of Default. The City will approve a Plan of Cure that cannot be remedied within 60 days not related to payment if such plan of cure reasonably cures the default in the most expeditious manner possible and does not harm the enforceability of any legal remedies provided in this document and its attachment. Failure of the COMPANY to comply with the Plan of Cure will be considered an additional default of this Agreement. Section 4.05 Cumulative Remedies.The remedies provided herein are cumulative,none is in lieu of any other, and any one or more or combination of the same is available.Each party,in addition to remedies expressly provided herein is entitled to any and all other remedies available at law or in equity. Section 4.06 No Waiver of Rights and Remedies. It is expressly understood that if at any time the COMPANY is in default in any provision of this Agreement,the failure on the part of the CITY to promptly avail itself of the rights and remedies that the CITY may have,will not be considered a waiver on the part of the CITY; provided that if the CITY within 4 years from the date of any default by the COMPANY, does not avail itself of the rights or remedies or elect to terminate this Agreement on account of such default,then such default is deemed waived. Further, is expressly understood that if at any time the CITY is in default in any provision of this Agreement, the failure on the part of the COMPANY to promptly avail itself of the rights and remedies that the COMPANY may have,will not be considered a waiver on the part of the COMPANY;provided that if the COMPANY within 4 years from the date of any default by the CITY, does not avail itself of the rights or remedies or elect to terminate this Agreement on account of such default,then such default is deemed waived. Section 4.07 Limitation of Liability.To the fullest extent permitted by law,and not withstanding any other provision of this Agreement, in no event will either party be liable to the other party hereunder for punitive, exemplary, or indirect damages, lost profits or business interruptions damages; provided however, this limitation in not meant to limit the CITY'S rights under this Agreement to collect from the COMPANY any unpaid PILOT, late penalties and interest associated therewith, and any costs of collection including but not limited to reasonable attorney fees. Article 5 Section 5.01 Description of Property.The COMPANY agrees to provide the CITY with a listing of Geographic ID numbers, as available from the applicable CAD or its successor, to be attached hereto and incorporated herein as Exhibit A. With respect to COMPANY'S acquisition of new land in the Industrial District, as described in Section 3.01 which becomes included in the Land,COMPANY agrees to provide to CITY a listing of Geographic ID numbers as available from the applicable CAD or its successor. Article 6 9 Section 6.01 Annexation By Another Entity.If any attempt to annex any of the Land owned,used,occupied,leased, rented or possessed by COMPANY,is made by another municipality,or if the incorporation of any new municipality should attempt to include within its limits the Land or property, the CITY shall seek a temporary and permanent injunction against the annexation or incorporation,with the cooperation of the COMPANY, and shall take any other legal action necessary or advisable under the circumstances.The cost of the legal action shall be borne equally by the Parties;provided,however,the fees of any special legal counsel shall be paid by the Party retaining same. Section 6.02 Termination. If the CITY and the COMPANY are unsuccessful in obtaining a temporary injunction enjoining the attempted annexation or incorporation described in Section 6.01 above,the COMPANY shall have the option of(1)terminating this Agreement,effective as of the date of the annexation or incorporation into the CITY,or (2) continuing to make the PILOTS required hereunder. This option shall be exercised within 30 days after the application for the temporary injunction is denied. If the COMPANY elects to continue the PILOT, the CITY shall place future payments hereunder together with part of the payment for the Calendar Year in which the annexation or incorporation is attempted, prorated to the date the temporary injunction or relief is denied, in a separate interest- bearing escrow account which shall be held by CITY subject to the following: A. If final judgment (after all appellate review, if any, has been exhausted) is entered denying a permanent injunction and/or upholding the annexation or incorporation,or a final settlement or other final disposition of the controversy allows or upholds the annexation or incorporation, then all of such payments and accrued interest thereon shall be refunded to the COMPANY; or B. If final judgment (after all appellate review, if any, has been exhausted) is entered granting a permanent injunction and/or invalidating the annexation or incorporation, or a final settlement or other final disposition of the controversy allows or upholds the annexation or incorporation,then all of such payments and accrued interest thereon shall be retained for use by the CITY. Article 7 Section 7.01 Sale or Lease. If the COMPANY sells all or a portion of the Land or Improvements to any entity,then the COMPANY shall within 90 days give notice to the CITY of said sale,and this Agreement shall continue in effect as to all Land and/or Improvements sold.If the COMPANY leases all or a portion of the Land or Improvements to an entity that will be responsible for payment hereunder,the COMPANY shall within 90 days give notice to the CITY of said lease, and this Agreement shall continue in effect as to all Land and/or Improvements leased. Section 7.02 Company's Responsibility for Payment; Assignment. The COMPANY as seller or lessor in a transaction pursuant to Section 7.01 above, shall remain responsible for any PILOT attributable to the Land or Improvements sold or leased unless the COMPANY has entered into an assignment and assumption agreement with the buyer or lessee of such Land or Improvements that the CITY has consented to, in which the buyer or lessee assumes all responsibilities and obligations under this Agreement as to the purchased or leased Land and/or Improvements.The CITY will consent to an assignment and assumption agreement if all payments for PILOT are up- to-date and said agreement provides for execution of documents required by the CITY to ensure the continued enforceability of all obligations of this Agreement in a form satisfactory to the CITY, acting reasonably. If the COMPANY assigns its payment responsibility to a lessee and COMPANY's lessee fails to make any required payments after assuming such responsibility,the COMPANY may,after notice in accordance with Section 4.04,either make the required payments itself or agree to annexation by petition in accordance with Section 10.07 below. Effective the date of transfer of the Land to a new owner, the new owner of the Land will execute a Petition for Annexation and Agreement for Provision of Municipal Services,in substantially the same form as the one attached as Exhibit C,signed by the buyer before the CITY will consent to the assignment. Section 7.03 Covenant Running with the Land. THIS AGREEMENT SHALL BE DEEMED COVENANTS RUNNING WITH THE LAND, AND A MEMORANDUM OF AGREEMENT SHALL BE RECORDED IN THE REAL PROPERTY RECORDS OF NUECES COUNTY, TEXAS AND/OR SAN PATRICIO COUNTY, TEXAS, AS APPLICABLE. THE COMPANY AND THE CITY ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT IS BINDING UPON THE CITY AND THE COMPANY AND THEIR RESPECTIVE 10 SUCCESSORS, EXECUTORS, HEIRS, AND ASSIGNS, AS APPLICABLE, FOR THE TERM OF THIS AGREEMENT AND CONSTITUTES A COVENANT RUNNING WITH THE LAND. ALL SUCCESSIVE FUTURE OWNERS OF THE LAND WILL BE TO THE SAME EXTENT BOUND BY AND WILL HAVE THE SAME RIGHT TO INVOKE AND ENFORCE,THE PROVISIONS OF THIS AGREEMENT AS THE ORIGINAL SIGNERS OF THIS AGREEMENT. Article 8 Section 8.01 Inurement. This Agreement shall inure to the benefit of and be binding upon the CITY and the COMPANY, and shall inure to the benefit of and be binding upon the COMPANY'S successors, assigns, Affiliates and subsidiaries, and, subject to Section 7.02, shall remain in force whether the COMPANY sells,assigns,or in any other manner disposes of, either voluntarily or by operation of law, all or any part of the Land, and the agreements herein contained shall be held to be covenants running with the Land for so long as this Agreement or any extension thereof remains in force. The COMPANY agrees to require any Affiliates of COMPANY who desire to have the benefits of this agreement execute such documents as required by the CITY to ensure the enforceability of all provisions of this agreement, including, but not limited to, for all owners of the Land, the attached Petition for Annexation and Agreement for Provision of Municipal Services.Failure of any owner of the Land to execute this agreement and attached Petition for Annexation and Agreement for Provision of Municipal Services will constitute a default. Article 9 Section 9.01 Buy Local. COMPANY shall use commercially reasonable efforts to acquire all of its procurements, including,but not limited to,supplies,materials,equipment,service contracts,construction contracts,and professional services contracts from businesses located within Nueces and San Patricio Counties, unless such procurements are not reasonably and competitively available within said area.The COMPANY shall not be required to maintain records regarding this requirement other than those normally kept in its usual course of business. Section 9.02 Water Procurement. The COMPANY acknowledges that the CITY provides a regional water system that is critical to the well-being and economic growth of the entire area and that it is important for each customer to continue to use the system as its principal source of water. The COMPANY agrees to provide six months written notice of any intent or action to obtain more than ten 10% of its total water needs from any source other than the CITY. This Agreement does not guarantee to the COMPANY the availability of any specified amount or quantity of water, subject to any obligations that that might apply to the CITY pursuant to state law. Article 10 Section 10.01 Severabilitv. In the event any word,phrase, clause, sentence,paragraph, section, article or other part of this Agreement or the application thereof to any person, firm, corporation or circumstances shall ever be held by any court of competent jurisdiction to be illegal, invalid or unconstitutional for any reason, then the application, illegality, invalidity or unconstitutionality of the word, phrase, clause, sentence, paragraph, section, article or other part of this Agreement shall be deemed to be independent of and separable from the remainder of this Agreement and the validity of the remaining parts of this Agreement shall not be affected thereby. Section 10.02 Entire Agreement.This Agreement constitutes the entire agreement of the parties and supersedes any and all prior understandings,or oral or written agreements,between the parties respecting such subject matter,except as otherwise provided in the instruments referenced herein. The exhibits attached to this Agreement are incorporated herein and shall be considered a part of this Agreement for the purposes stated herein. This Agreement may be amended only by written instrument signed by all of the parties hereto. The language in all parts of this Agreement shall in all cases be construed according to its fair meaning and shall not be strictly construed for or against any party. Section 10.03 Notices.Any notice to the COMPANY or the CITY concerning the matters to which this Agreement relates shall be given in writing by registered or certified mail addressed to the COMPANY or the CITY at the appropriate respective addresses set forth below, with a prominent identification of the title of this Agreement to II which it refers , "INDUSTRIAL DISTRICT AGREEMENT NO. 9C". Each Party must notify the other Party of any change of address in writing. To the CITY: City of Corpus Christi-City Manager 1201 Leopard P.O.Box 9277 Corpus Christi,Texas 78469-9277 Phone:361-826-3220 With copies to City of Corpus Christi Director of Finance P.O.Box 9277 Corpus Christi,Texas 78469-9277 Phone:361-826-3105 City of Corpus Christi-City Attorney 1201 Leopard P.O.Box 9277 Corpus Christi,Texas 78469-9277 Phone: 361-826-3360 If to COMPANY: Flint Hills Resources Corpus Christi,LLC(Owner of the Land&Improvements) Attn: Tax Manager P. O.Box 2900 Wichita,KS 67201-2900 Phone: 316-828-3303 With copies to: Flint Hills Resources Corpus Christi,LLC Attn: Manufacturing Manager P. O.Box 2608 Corpus Christi,TX 78409 Section 10.04 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to any of its conflicts of law principles. This Agreement is to be performed in Nueces County,Texas, and/or San Patricio County,Texas. Section 10.05 Counterparts.This Agreement may be executed in multiple counterparts,each of which is deemed an original,and all of which taken together, shall constitute but one and the same instrument,which may be sufficiently evidenced by one counterpart. Section 10.06 Authority; Construction.By acceptance of this Agreement and/or benefits conferred hereunder,each party represents and warrants to the other that its undersigned agents have complete and unrestricted authority to enter into this Agreement and to obligate and bind such party to all of the terms,covenants and conditions contained herein. The headings contained in this Agreement are for reference purposes only,are not to be considered a part hereof, and shall not affect in any way the meaning or interpretation of this Agreement.Unless the context otherwise requires: (1) the word "including" shall mean "including,but not limited to,"(ii)words used in the singular shall also denote the plural,and words used in the plural shall also denote the singular,and(iii)references to the terms"Article,""Section," "clause," "Exhibit" and "Schedule" are references to the Articles, Sections, clauses, Exhibits and Schedules of this Agreement unless otherwise specified. Section 10.07 Petition for Annexation. Subject to the provisions of Article 4, COMPANY agrees that failure to timely cure any default in accordance with this Agreement constitutes a petition for annexation of the Land and in furtherance thereof in the event of such a failure,a voluntary Petition for Annexation and Agreement for Provision of Municipal Services executed by all owners of the Land is attached hereto as Exhibit C and may be accepted by 12 the CITY for purposes of annexing the Land in the event that COMPANY fails to timely cure any default in accordance with this Agreement. Further, COMPANY agrees that the annexation petition may be accepted by the CITY for purposes of annexing the Property in the event that, during the Term of this Agreement,a bill is approved by the Texas Legislature 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 Land. In addition to the filing of a voluntary Petition for Annexation and Agreement for Provision of Municipal Services pursuant to this section,the City may pursue such other annexation actions related to the Land as appropriate to ensure all owners of the Land are included in any annexation(s). In the event of annexation pursuant to a bill approved by the Texas Legislature, then the annexation will be subject to the City's agreement to execute a 380 Agreement with COMPANY and its relevant Affiliates for the remainder of the term of this Agreement,in the form attached as Exhibit E. In the event of such legislation, the Parties will consider alternative legal arrangements that would preserve the Parties' rights and authority that would not require full annexation. The preceding paragraph gpplies to any of the COMPANY's successors,assigns,or Affiliates provided for in Section 8.01,regardless of ownership or other interest in Land subject to this Agreement,including the provisions related to the 380 Agreement. If the Land is annexed, this Agreement will terminate automatically upon payment of the final PILOT payment due under this Agreement. Annexation does not absolve the COMPANY of the requirement to pay any PILOT that accrued prior to the date of annexation under this Agreement,and the CITY may pursue all remedies in law and equity to collect such past due PILOT payments.Nonetheless,no PILOT will be due for any year for which the COMPANY is subject to taxation due to annexation. This Agreement and the attached documents are authorized and enforceable pursuant to Texas Local Government Code § 212.172.The Parties agree that the following disclosure is sufficient for purposes of Section 212.172(b-1)of the Texas Local Government Code: THE COMPANY IS NOT REQUIRED TO ENTER INTO THIS AGREEMENT AND HAS CHOSEN TO DO SO OF ITS OWN FREE WILL. AT THE TIME OF THIS AGREEMENT, THE CITY HAS THE AUTHORITY TO ANNEX THIS PROPERTY EITHER BY REQUEST OF THE OWNER UNDER SUBCHAPTER C-3 OF TEXAS LOCAL GOVERNMENT CODE CHAPTER 43 OR WITHOUT THE REQUEST OF THE OWNERS UNDER SECTION 43.0116 OF THE TEXAS LOCAL GOVERNMENT CODE.THIS AGREEMENT OFFERS COMPANY PROTECTION FROM ANNEXATION UNDER SECTION 43.0116. IN EXCHANGE FOR THAT IMMUNITY, THE COMPANY REQUESTS ANNEXATION THROUGH PETITION IF COMPANY FAILS TO COMPLY WITH THE REQUIREMENTS OF THIS AGREEMENT. IN THE EVENT THAT COMPANY TRIGGERS ANNEXATION UNDER THIS SECTION 10.07, THE CITY WILL ACCEPT THE ANNEXATION PETITION AND PRESENT AN ANNEXATION ORDINANCE TO CITY COUNCIL FOR APPROVAL FOLLOWING A PUBLIC HEARING. NO FURTHER CONSENT OF THE LANDOWNER IS REQUIRED FOR ANNEXATION BY PETITION. THE CITY WAIVES IMMUNITY FROM SUIT ONLY FOR PURPOSES OF CHALLENGING AN ANNEXATION,ADMINISTERING PILOT PAYMENTS AND REFUNDS OR PURSUING REMEDIES UNDER ARTICLE 4. Section 10.08 Effect of Future Laws. To the extent allowed by the Constitution and laws of the State of Texas,no subsequent change in the law regarding annexation shall affect the enforceability of this Agreement or the CITY's ability to annex the Land covered herein pursuant to the terms of this Agreement. Section 10.09 Disannexation Acknowleement. In consideration of the dsannexation of the subject property on or after the Effective Date the COMPANY agrees that the CITY is not obligated to reimburse any taxes under Section 43.148 of the Texas Local Government Code as any taxes previously received on the property were offset by the costs of services actually provided to the property. 13 Exhibits: Exhibit A Geographic ID's & CAD Type & Legal Descriptions of Land subject to this Agreement Exhibit B Form of Sworn Schedule of Values Exhibit C Petition for Annexation &Agreement for Provision of Municipal Services—to be executed at time of signatures to Agreement by all Land owners Exhibit D Form of Property Supplement Exhibit E Standard Industrial District Annexation 380 Agreement 14 EXECUTED this 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 LAND &IMPROVEMENTS OWNER ATTEST: Flint Hills Resources Corpus Christi,LLC By: Name: Name: Title: Title: LANDOWNER ACKNOWLEDGMENT THE STATE OF § COUNTY OF § This instrument was acknowledged before me on day of 2024, by , as the of Flint Hills Resources Corpus Christi,LLC,a Delaware Limited Liability Company,on behalf of said company. Given under my hand and seal of office this day of A.D.,2024 (seal) Notary Public 15 [To be inserted] Exhibit A Nueces CAD Geographic ID's & CAD Type & Legal Descriptions of Land subject to this Agreement Depictions of Land subject to this Agreement 16 Exhibit B Form of Sworn Schedule of Values for Industrial District AGREEMENT NO.9C As of 1/1/ Due 8/31/ COMPANY NAME: Contact Name: Telephone: Address: Geographic Description Earliest Date that CAD Market Did CAD declare COMPANY Prior year Did CAD declare ID# Property was first Value property exempt valuation in CAD prior year property placed in use or from taxation lawsuit filed Market exempt from affixed to the Land pursuant to Texas by value taxation pursuant to if Property is an Property Code COMPANY Texas Property improvement 11.317 Code 11.31 Total I a duly authorized official of the above COMPANY, do swear that the information provided is accurate and within my knowledge. Signature Date Name & Title of Authorized Official Sworn to and subscribed before me by on this day of (seal) Notary Public 17 Exhibit C Petition for Annexation To: The City Council of The City of Corpus Christi,Texas: The undersigned Landowner(s)of the hereinafter described tract of Land,which is without residents,request 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,and the document description herein is considered incorporated herein. We certify that 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 all of the undersigned Landowner(s). This Petition for Annexation of the above-described tract of land is intended to be signed and duly acknowledged by each and every owner of said Land. LANDOWNER ATTEST: Flint Hills Resources Corpus Christi, LLC By: Name: Name: Title: Title: LANDOWNER ACKNOWLEDGMENT THE STATE OF § COUNTY OF § This instrument was acknowledged before me on day of 2024,by ,as the of Flint Hills Resources Corpus Christi,LLC,a Delaware Limited Liability Company,on behalf of said company. Given under my hand and seal of office this day of ,A.D., 2024 (seal) Notary Public 18 Exhibit C 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"'), and Flint Hills Resources,LLC("Landowner"). WHEREAS, the Landowner has requested that the City consider annexation of the territory described in Exhibit A of the Industrial District Agreement to which this document is attached situated in Nueces County,Texas, which is hereinafter described as the"Land"; 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 Subject Property 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(s) 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 of the Property and the City establishing a program under which the City will provide municipal services to the Subject Property as required by Texas Local Government Code §43.0672,which will be provided at a level consistent with services levels provided to other similarly situated areas within the City. • 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. 19 • 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 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 §43.0672(c),no other services are contemplated by this Service Agreement and a schedule for future services as contemplated by Texas Local Government Code § 43.0672(b)is not applicable as all services identified herein will be provided upon the effective date of annexation. Section 4. Level of Service.Nothing in this 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. 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 20 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,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 ATTEST: Flint Hills Resources Corpus Christi,LLC By: Name: Name: Title: Title: LANDOWNER ACKNOWLEDGMENT THE STATE OF § COUNTY OF § This instrument was acknowledged before me on day of 2024, by , as the of Flint Hills Resources Corpus Christi,LLC,a Delaware Limited Company,on behalf of said entity. Given under my hand and seal of office this day of ,A.D.,2024 (seal) Notary Public 21 Exhibit D Form of Property Supplement to Industrial District AGREEMENT NO.9C This Supplement to Industrial District AGREEMENT NO.9C (this"Supplement")between CITY OF CORPUS CHRISTI, TEXAS, a Texas home-rule municipal corporation of Nueces County, Texas, hereinafter called the "CITY," and Flint Hills Resources, LLC, a Delaware Limited Liability Company, Landowner and Improvements Owner,hereinafter collectively called the"COMPANY,"is executed on the dates of execution of this Supplement as set forth immediately above the respective signatures of the CITY and the COMPANY below, but this Supplement shall be effective on the date on which the land described in the attached Description of Additional Land attached hereto was acquired by the COMPANY(the Supplement Effective Date"). WHEREAS, reference is hereby made to Industrial District AGREEMENT NO. 9C (the same, as heretofore amended and as heretofore supplemented, is herein called the "Industrial District Agreement") entered into on 12024,by and between the COMPANY and the CITY; and WHEREAS,the COMPANY has acquired the land described by the applicable CAD Geographic ID number in the Description of Additional Land attached hereto which is located within an Industrial District,and,the COMPANY has provided the CITY with a revised Exhibit A - Geographic ID's & CAD Type & Legal Descriptions of Land subject to this Agreement to the Industrial District Agreement that includes a complete listing by CAD Geographic ID number of such acquired land and any Improvements thereon. WHEREAS, in furtherance thereof, and as provided for in the Industrial District Agreement, the CITY and the COMPANY desire to execute and deliver this Supplement to evidence that such acquired land is made subject to the terms and provisions of the Industrial District Agreement. NOW,THEREFORE,for and in consideration of the covenants and agreements contained herein and in the Industrial District Agreement,the CITY and the COMPANY hereby agree that the land described on the attached Description of Additional Land is hereby designated to be and constitutes additional Land for purposes of the Industrial District AGREEMENT NO. 9C and all of its exhibits effective as of the Supplement Effective Date. Each parry hereto represents and warrants to the other that its undersigned agents have complete and unrestricted authority to enter into this Supplement and all of the exhibits to the Industrial District Agreement and to obligate and bind such party to all of the terms,covenants and conditions contained in all of those documents. ENTERED into this day of 20 . 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 22 LANDOWNER ATTEST: Flint Hills Resources Corpus Christi,LLC By: Name: Name: Title: Title: LANDOWNER ACKNOWLEDGMENT THE STATE OF § COUNTY OF § This instrument was acknowledged before me on day of 20_,by ,as the of Flint Hills Resources Corpus Christi,LLC,a Delaware Limited Liability Company,on behalf of said entity. Given under my hand and seal of office this day of A.D., 20_. (seal) Notary Public IMPROVEMENTS OWNER ATTEST Flint Hills Resources Corpus Christi,LLC By: Name: Naine: Title: Title: IMPROVEMENTS OWNER ACKNOWLEDGMENT THE STATE OF § COUNTY OF § This instrument was acknowledged before me on_ day of 20 by ,as the of Flint Hills Resources Corpus Christi,LLC, a Delaware Limited Liability Company,on behalf of said entity. Given under my hand and seal of office this day of ,A.D.,20 . (seal) Notary Public 23 Exhibit E Standard Industrial District Annexation 380 Agreement This Agreement ("Agreement") is made and entered into as of , (the "Effective Date"), by and between the CITY OF CORPUS CHRISTI, TEXAS, a Texas home-rule municipal corporation of Nueces County, Texas, hereinafter called the "CITY," and Flint Hills Resources Corpus Christi,LLC, a Delaware Limited Liability Company,Landowner and Improvements owner,hereinafter collectively called the "COMPANY."pursuant to Chapter 380 of the Texas Local Government Code. WHEREAS,the COMPANY or an Affiliate thereof desires to voluntarily be annexed into the CITY limits of Corpus Christi and agreed to this voluntary annexation as a condition of entry into an industrial district agreement with CITY; and WHEREAS, the CITY has established a program in accordance with Article III, Section 52- a of the Texas Constitution and Chapter 380 of the Texas Local Government Code ("Chapter 380") under which the CITY has the authority to make loans or grants of public funds for the purposes of promoting local economic development and stimulating business and commercial activity within the CITY; and WHEREAS, the CITY has concluded and hereby finds that this Agreement promotes economic development in the CITY of Corpus Christi and, as such, meets the requirements under Chapter 380 and the CITY's established economic development program, and, further, is in the best interests of the CITY and COMPANY; and WHEREAS, the CITY recognizes the positive economic impact that the COMPANY's investment in COMPANY's industrial facility will bring to the CITY through development and diversification of the economy, reduction of unemployment and underemployment through the retention of existing jobs and the production of new jobs, and the attraction of new businesses; and as described in this Agreement; and WHEREAS, consistent with Article III, Section 52-a of the Texas Constitution, Chapter 380 and other law, CITY and the COMPANY as contemplated in this Agreement agree to work together to cause the public purposes of developing and diversifying the economy of the state, reducing unemployment or underemployment in the state, and developing or expanding transportation or commerce in the state; and WHEREAS, to ensure that the benefits the CITY provides under this Agreement are utilized in a manner consistent with Article III, Section 52-a of the Texas Constitution, Chapter 380 and other law, the COMPANY has agreed to comply with certain conditions for receiving those benefits, and WHEREAS, the CITY and the COMPANY desire to enter into this Agreement for their mutual benefit; NOW, THEREFORE, for and in consideration of the foregoing recitals and of the mutual promises, obligations, covenants and benefits herein contained, CITY and the COMPANY contract and agree as follows: Article 1. General Terms Section 1.01 Definitions. The following terms have the following meanings: a. Affiliates. As used herein shall mean: (1)all companies with respect to which the COMPANY directly or indirectly, through one or more intermediaries at the time in question, owns or has the power to exercise control over 50% or more of the stock having the right to vote for the election of directors; or (2) all corporations (or other entities) controlled by or under common control with the Company as contemplated by Section 1239(c)of the Internal Revenue Code of 1986,as amended. 24 b. Appeal Rebate Date. Ninety days after the termination of the COMPANY's rights to appeal the value of an appealed CAD Geographic ID via lawsuit, protest, appeal or other legal proceeding and the COMPANY's notification thereof to the CITY. c. Business Personal Property. Taxable tangible personal property, including inventories, located on the Land. d. CAD. The county appraisal district (either the Nueces County Appraisal District [NCAD] or the San Patricio County Appraisal District [SPCAD]) responsible for appraising the Land and Improvements located within the boundaries of such appraisal district.. e. Calendar Year. A period of time beginning January 1 and ending December 31 in a numbered year. f. Existing Improvements. Improvements other than New Improvements. g. Improvements. As defined in Section 1.04(3) of the Texas Tax Code, and shall also include power generation facilities, petroleum and/or chemical refining, processing, extraction or storage facilities, structures,or equipment erected on or affixed to the land,regardless of the land ownership,and pipelines on, under, or across the land which are owned by COMPANY. Improvements include Existing Improvements and New Improvements. h. Land. "Land" shall mean the land owned by the COMPANY or its Affiliate described in Exhibit A attached to the Industrial District Agreement to which this document is attached. i. Market Value.As determined and defined by the applicable CAD. j. New Improvement. Improvements which have been affixed to the Land and Placed in Use for four or fewer Calendar Years. On the fifth calendar year after the New Improvement has been affixed to the Land or Placed in Use,it will be considered an Existing Improvement. k. Non-Appeal Rebate Date.April 1 following the relevant tax year or 60 days following the COMPANY's payment of ad valorem taxes for an unappealed CAD Geographic ID,whichever is later 1. Placed in Use. Improvements that are completed and placed in use and are not listed by the applicable CAD as Construction Work in Progress(CWIP). Section 1.02 Continuation of Land Use Under Sec. 43.002 Local Govt Code; Industrial Use of Land may continue; Exclusions from City Code Regulatory and Permit Requirements that may limit Industrial Use: a. CITY and COMPANY agree that Sec.43.002,Tex.Loc. Govt. Code("Sec.43.002)provides that CITY may not prohibit COMPANY from continuing to use land in the manner in which the land was being used on the date the annexation proceedings were instituted. Subject to rights existing under Sec. 43.002, COMPANY and CITY mutually stipulate that the Land annexed into the City was being used at the time of annexation for uses that fall within the Heavy Industrial(IH) zoning district under the Corpus Christi City Code. CITY will, after a COMPANY request that cites this provision, promptly initiate and pursue a zoning case for the Land, without zoning fees being assessed to COMPANY,to be zoned IH(or such other zoning district that permits COMPANY's industrial activities),without the need for any additional CITY permits. b. CITY and COMPANY stipulate that, as a matter of law, Sec.43.002 guarantees to COMPANY the right to use the Land for Heavy Industrial Uses and other uses that might be authorized within the IH zone without the necessity for additional licenses,certificates,permits,approvals,or other forms of authorization,including but not limited to Conditional Use Permits or Special Use Permits To the extent that any court, board, commission, or other entity proposes or requests any permits or other authorizations be required as a result of annexation into the City limits,the CITY agrees to support, and if requested,request the issuance of such 25 permits or other authorizations. c. CITY stipulates that,during the term of this Agreement and as a provision of this Agreement, the entirety of the Land will be treated as"IH"(Heavy Industrial)or equivalent zoning district for purposes of Corpus Christi City Code Section 14-231, including that Section's exemption of IH-zoned Land from the requirements of the necessity of obtaining building permits and compliance with the Technical Construction Codes of the CITY. d. Corpus Christi City Code Section 14-231 currently provides as follows, which terms the Parties agree and stipulate shall be applicable to new construction on the Land except as otherwise provided in this Section 1.02: Section 105.1.4 Building Permit Exemptions: (a) Definitions. For the purposes of this section: State or Federal Facility means a facility owned or managed by the State of Texas or the federal government. Industrial Facility means a facility used to manufacture, compound, package, process, refine, sort, test,and treat raw materials and other processed materials into finished or intermediate products and to store equipment or materials used by that industrial facility. Agricultural Facility means any structure on a tract of land larger than 10 acres used exclusively in connection with ranching or agricultural use,excluding structures used for residential, commercial, or industrial purposes. (b)Exemption.A State or Federal Facility,Industrial Facility,or Agricultural Facility may claim an exemption from the City's requirement for technical construction code permits if all connections between the aforesaid facility and the city water system are equipped with a backflow prevention device or air gap. (c)An Industrial Facility can only claim the technical construction code permit exemption if. l.the facility or industrial processing unit is inaccessible to the general public; 2.the facility or unit is zoned IH or occupies a site of 20 or more contiguous acres; 3.the facility or structure is not within 150 feet from the I-37 right-of-way; and 4.the construction, assembly, disassembly, reassembly, modification, alteration, or improvement of the facility or unit is under a licensed professional engineer's observation and direct supervision. The licensed professional engineer will certify that all improvements meet the intent or spirit of the City's technical construction codes and life safety criteria for the occupancy as outlined in Chapter 14 of the Corpus Christi Code. (d) The building official and/or Corpus Christi Water representative has the right to inspect any installations connected to the city water system to the point of the valves or safety devices to ensure the connection to a backflow prevention device or air gap. (e)Any State or Federal Facility, Industrial Facility, or Agricultural Facility that does not have the required technical construction code permits and does not install backflow prevention devices or air gaps at all connections to the city water system authorizes the City to refuse to connect or the City to disconnect the connection from the city water supply system. (f) Any State or Federal Facility, Industrial Facility, or Agricultural Facility that fails to test or timely provide test results or maintain the required backflow prevention device in good operating condition authorizes the City to refuse to connect or the City to disconnect the connection from the city water supply system. e. Prior to annexation,none of the Land was subject to CITY ordinances;therefore,it is the intent of the Parties that no part of the Corpus Christi Code of Ordinances shall have the effect of disrupting the industrial operations of COMPANY.Accordingly,the following provisions of the Corpus Christi City Code and other rules and policies of CITY will not apply to the Land: (1)Any provision of Chapter 13 or 14 of the City Code requiring notifications to CITY or permits to be issued by CITY,other than: 26 (a) Section 105.1.4 of Section 14-231 of the City Code,except as modified in this section, and (b) Article V (Flood Hazard Prevention Code) of Chapter 14 of the City Code, as amended and/or renumbered. (2)Any ordinances,rules,policies, or other regulatory provisions of CITY addressing a field or area of regulation occupied by a provision of the following codes adopted by the State of Texas: Agricultural Code,Finance Code,Insurance Code,Labor Code,Natural Resources Code, and Occupations Code. (3) The provision of Section 105.1.4(c)(3), set out above,regarding a minimum distance from the 1-37 right-of-way may be modified administratively for good cause upon application to the CITY Director of Development Services (or the successor to that position.) (4) The provision of Section 105.1.4(c)(4), set out above, regarding certification by a licensed professional engineer shall not be applicable to construction, assembly, disassembly, reassembly, modification, alteration, or improvement of the facility or unit provided that COMPANY represents in writing to the CITY Director of Development Services(or the successor to that position)that COMPANY conducts its operations in accordance with currently applicable industry standards and codes. This provision does not require COMPANY to make any written representation to CITY about its maintenance and operations(such as assembly,disassembly,modification,or alteration)that would not otherwise fall within CITY technical construction codes. (5) The provisions of Sec. 105.1.4 (d), (e) and (f) are modified to provide that, upon COMPANY'S request citing this section and obligation, the CITY's director of water or authorized equivalent will review the COMPANY's proposed use of an alternative backflow prevention method and determine whether that proposed method provides the same or greater level of reliability,effectiveness,and ease of verifiability at or near the City's water-connection location as a reduced pressure backflow preventer (assembly).After such review and determination,CITY and COMPANY will jointly approach the Texas Commission on Environmental Quality (TCEQ) to request TCEQ review of the proposed alternative backflow prevention method. If TCEQ approves a jointly-proposed alternative backflow prevention method,then the CITY will allow the use of said proposed alternative backflow prevention method unless the CITY determines that said proposed alternative backflow prevention method will not provide the same or greater level of reliability, effectiveness, and ease of verifiability at or near the City's water- connection location as a reduced pressure backflow preventer (assembly). After a written request by COMPANY, CITY shall provide such determination in writing by a licensed professional engineer with expertise in industrial and municipal systems that utilize backflow prevention technologies. If the CITY does not respond within 60 days of such written COMPANY request, then the request for use of said jointly-proposed,TCEQ-approved alternative backflow prevention method will be deemed approved. Section 1.03 Annexation and City Services. During the term hereof, pursuant to this Agreement, the CITY shall have no obligation to extend to the Land any utilities or other CITY services, except for services that are being provided to and paid for by the COMPANY on the Effective Date, or as otherwise stated herein. The COMPANY agrees and stipulates that the annexation is valid, and the COMPANY has no right to challenge the annexation of the Land by the CITY. 2. Term Section 2.01 Term.This Agreement shall be effective upon annexation of the Land and continue until December 31, 2039,unless terminated as herein provided or extended for additional period or periods of time upon mutual consent of the COMPANY and the CITY as provided by the Local Government Code. If this agreement becomes effective after December 31, 2034,then the CITY will consider extending the termination date of this agreement for a period of up to 5 years. 27 Article 3.Left Blank Article 4.Default and Cessation of Operations Section 4.01 Default by CITY. If the CITY does not perform its obligations hereunder in substantial compliance with this Agreement and, if such default remains uncured for a period of 60 days after notice thereof shall have been given, in addition to the other rights under the law or given the COMPANY under this Agreement,the COMPANY may enforce specific performance of this Agreement and seek an injunction or writ of mandamus to perform obligations under this Agreement. Section 4.02 Default by COMPANY.If the COMPANY does not perform its obligations hereunder in substantial compliance with this Agreement, and, if such default remains uncured for a period of 60 days after notice thereof shall have been given or such longer period as is reasonably necessary to cure default if such default cannot be cured within 60 days not withstanding COMPANY's reasonable efforts to effectuate a cure, the CITY may terminate this Agreement and CITY's obligation to pay any funds to COMPANY under this Agreement will terminate. Section 4.03 Notice of Default.Notwithstanding anything to the contrary contained herein,in the event of any breach by either party of any of the terms or conditions of this Agreement,the non-defaulting party shall give the other party written notice specifying the nature of the alleged default, and manner in which the alleged default may be satisfactorily cured.Thereafter,the allegedly defaulting party will be afforded 60 days within which to cure the alleged default. Section 4.04 Cumulative Remedies.The remedies provided herein are cumulative,none is in lieu of any other, and any one or more or combination of the same is available.Each party,in addition to remedies expressly provided herein is entitled to any and all other remedies available at law or in equity. Section 4.05 Limitation of Liability.In no event will either party be liable to the other party hereunder for punitive, exemplary,or indirect damages,lost profits or business interruptions damages. Article 5.Description of Applicable Property Section 5.01 Description of Property. The COMPANY agrees to provide the CITY with an updated listing of Geographic ID numbers,as available from the applicable CAD,for property located on the Land,to be attached hereto and incorporated into the description of the Land on Exhibit A of the Industrial District Agreement to which this document is attached and supplements thereto,to the extent such Land has been annexed into the territorial limits of the City. Article 6.Transfer of Land or Property to another Entity,Adding or Removing Affiliates,and Remitting Taxes Section 6.01 Sale or Lease. If the COMPANY sells or leases all or a portion of the Land or Improvements to any entity,the COMPANY shall within 90 days give notice to the CITY of said sale or lease. Section 6.02 Assignment. This Agreement may be assigned by the COMPANY to a new owner of Land only with the prior,written approval of the CITY. The CITY may choose to permit assignment and/or require the COMPANY to execute a new 380 agreement with the CITY.If the COMPANY and proposed Assignee are in compliance with all obligations to the CITY,then the CITY will not unreasonably withhold permission for assignment or execution of a new 380 agreement. The mere right to payment pursuant to this agreement may not be assigned. Section 6.03 No Third-Party Beneficiaries,Setoff.Except as specifically assigned with permission of the CITY,no entity other than CITY or COMPANY shall have any right in this agreement or funds due pursuant to this Agreement. Further,the purpose of this agreement is to incentivize the continued operation and expansion of COMPANY. If the COMPANY fails to make payments of taxes or other amounts to the City, then amounts in the Reimbursement Account may be transferred to the CITY in satisfaction of any debts to the CITY.In the event that COMPANY ceases 28 to do business on the Land, becomes insolvent or otherwise ceases to pay creditors as its debts becomes due, then amounts in the Reimbursement Account will inure to the CITY.Amounts in the Reimbursement Account will not be assignable, and creditors of COMPANY shall have no claim to any amounts in the Reimbursement Account or amounts otherwise owed or payable by CITY to COMPANY. Section 6.04 Adding Affiliates to Agreement.Affiliates who own property in the area of the Land may be added or removed for purposes of this Agreement.Any Affiliates added will need to agree to be governed by the terms of this agreement. The parties to this Agreement intend to prepare standardized forms to enable Affiliates to be added or removed efficiently. Article 7.Procurement Section 7.01 Buy Local. COMPANY shall use commercially reasonable efforts to acquire all of its procurements, including,but not limited to,supplies,materials,equipment,service contracts,construction contracts,and professional services contracts from businesses located within Nueces and San Patricio Counties, unless such procurements are not reasonably and competitively available within said area. COMPANY shall not be required to maintain records regarding this requirement other than those normally kept in its usual course of business. Article 8.Miscellaneous Provisions Section 8.01 Severability.In the event any word,phrase,clause, sentence,paragraph,section,article or other part of this Agreement or the application thereof to any person,firm,corporation or circumstances shall ever be held by any court of competent jurisdiction to be illegal,invalid or unconstitutional for any reason,then the application,invalidity or unconstitutionality of the word,phrase,clause,sentence,paragraph,section,article or other part of this Agreement shall be deemed to be independent of and separable from the remainder of this Agreement and the validity of the remaining parts of this Agreement shall not be affected thereby. Section 8.02 Entire Agreement.This Agreement constitutes the entire agreement of the parties and supersedes any and all prior understandings,or oral or written agreements,between the parties respecting such subject matter,except as otherwise provided in the instruments referenced herein. This Agreement may be amended only by written instrument signed by all of the parties hereto. Section 8.03 Notices. Any notice to the COMPANY or the CITY concerning the matters to which this Agreement relates may be given in writing by registered or certified mail addressed to the COMPANY or the CITY at the appropriate respective addresses set forth below. The COMPANY must notify the CITY of any change of address in writing.Notices by a party to the other party hereto, shall be mailed or delivered as follows: If to CITY: City Manager, City of Corpus Christi 1201 Leopard P.O.Box 9277 Corpus Christi,Texas 78469-9277 Phone:361-826-3220 Fax:361-826-3845 With copies to: City of Corpus Christi-City Attorney 1201 Leopard P.O.Box 9277 Corpus Christi,Texas 78469-9277 Phone: 361-826-3360 Fax: 361-826-3239 If to COMPANY: Flint Hills Resources Corpus Christi,LLC(Owner of the Land&Improvements) Attn: Tax Manager 29 P. O.Box 2900 Wichita,KS 67201-2900 Phone: 316-828-3303 With copies to: Flint Hills Resources Corpus Christi,LLC Attn: Manufacturing Manager P. O.Box 2608 Corpus Christi,TX 78409 Section 8.04 Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, and the sole legal venue for construction of this agreement will be in a court in Nueces County,Texas. Section 8.05 Counterparts.This Agreement may be executed in multiple counterparts,each of which is deemed an original,and all of which taken together, shall constitute but one and the same instrument,which may be sufficiently evidenced by one counterpart. Section 8.06 Authority.By acceptance of this Agreement and/or benefits conferred hereunder,each party represents and warrants to the other that its undersigned agents have complete and unrestricted authority to enter into this Agreement and to obligate and bind such party to all of the terms, covenants and conditions contained herein. The CITY waives immunity from suit pursuant to this Agreement only for the purpose of administering payments due to COMPANY pursuant to Articles 3 or 4 of this Agreement. IN WITNESS WHEREOF,the Parties hereto have caused this instrument to be duly executed as of the day of , 20 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 30 LAND &IMPROVEMENTS OWNER ATTEST: Flint Hills Resources Corpus Christi,LLC By: Name: Name: Title: Title: LAND&IlVIPROVEMENTS OWNER ACKNOWLEDGMENT THE STATE OF § COUNTY OF § This instrument was acknowledged before me on day of 2024,by ,as the of Flint Hills Resources,LLC,a Delaware Limited Liability Company,on behalf of said entity. Given under my hand and seal of office this day of A.D., 2024 (seal) Notary Public .bus cx,� �o Nreoreroea 1852 AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of December 10, 2024 Second Reading for the City Council Meeting of January 14, 2025 DATE: November 4, 2024 TO: Peter Zanoni, City Manager FROM: Michael Dice, Development Services Department Michaeld3@cctexas.com (361) 826-3596 Rezoning for a property at or near 6817 Brooke Road CAPTION: Zoning Case No. ZN8477, MPM Development LP (District 5). Ordinance rezoning a property at or near 6817 Brooke Road, from the "RM-2" Multifamily District to the "CG-2" General Commercial District; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and staff recommend approval). (Requires 2/3 vote). SUMMARY: This item is to rezone the property to allow for general commercial use. BACKGROUND AND FINDINGS: The subject property is 9.94 acres and is platted. The subject property is currently zoned "RM-2" Multifamily District and is presently vacant. To the north, properties are vacant and medium-density residential, zoned "CN-1" Neighborhood Commercial and "RS-6" Single-Family 6. To the south are medium-density residential zoned "RM-3" Multifamily District and "RS-6" Single-Family 6 District. To the east, are public/semi- public uses zoned "FR" Farm Rural. The applicant is requesting a zoning change for general commercial uses. The "CG-2" General Commercial District permits restaurants, apartments, townhouses, overnight accommodation uses, educational facilities, medical facilities, commercial parking, offices, retail sales and services, vehicle sales and services, and indoor recreation uses (including bars and nightclubs). The proposed rezoning is consistent with Plan CC; however, is inconsistent with the future land use designation of medium-density residential. The proposed rezoning is compatible with the present zoning and conforming uses of nearby property and to the character of the surrounding area and will have no adverse impact on the neighborhood. The property to be rezoned is suitable for the uses to be permitted by the proposed amendment. During the permitting process, zoning reviews are conducted to ensure that development compatibility is achieved; through the prescription of Unified Development Code required buffer yard width and points (UDC §7.9.5, 7.9.6), increased setbacks due to height (UDC §4.2.8.D), limitations on hours of operations with certain site features (UDC §7.2.7.B.1.a), and visual barriers such as landscaping (UDC §7.3.10) and walls to buffer noise generators (UDC §7.9.8.B). • Required Buffer Yard (to "RS-6") will be a Type C requiring 15 feet and 15 points. (An example of achieving 15 points could be a 6-foot solid masonry wall). Public Input Process: Number of Notices Mailed: 44 notices were mailed within the 200-foot notification area, and 0 outside the notification area. As of November 11, 2024 In Favor In Opposition 0 inside notification area 1 inside notification area 0 outside notification area 0 outside notification area A total of 1 .03% of the 200-foot notification area is in opposition. ALTERNATIVES: Denial of the change of zoning from the "RM-2" Multifamily District to the "CG-2" General Commercial District. FISCAL IMPACT: There is no fiscal impact associated with this item. RECOMMENDATION (October 30, 2024): Planning Commission and Staff recommend approval of the change of zoning from the "RM-2" Multifamily District to the "CG-2" General Commercial District. Vote Results For: 5 Against: 0 Absent: 4 Abstained: 0 LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Zoning Case No. ZN8477, MPM Development LP (District 5). Ordinance rezoning property at or near 6817 Brooke Road from the "RM-2" Multifamily District to the "CG-2" General Commercial district; providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval). (Requires 2/3 vote). WHEREAS, with proper notice to the public, a public hearing was held during a meeting of the Planning Commission, during which all interested persons were allowed to appear and be heard; WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application for an amendment to the City of Corpus Christi's Unified Development Code ("UDC") and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, a public hearing was held during a meeting of the City Council, during which all interested persons were allowed to appear and be heard; WHEREAS, the City Council has determined that this rezoning is not detrimental to the public health, safety, or general welfare of the City of Corpus Christi and its citizens; and WHEREAS, the City Council finds that this rezoning will promote the best and most orderly development of the properties affected thereby, and to be affected thereby, in the City of Corpus Christi. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. The Unified Development Code ("UDC") and corresponding UDC Zoning Map of the City of Corpus Christi, Texas are amended by changing the zoning on the subject property being Lot 9, Block 4, Bourdeaux Place Unit 5, as shown in Exhibit "A", from: The "RM-2" Multifamily District to the "CG-2" General Commercial District. The subject property is located at or near 6817 Brooke Road, Exhibit A, a map, is attached to and incorporated in this ordinance. SECTION 2. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011 and as amended from time to time, except as changed by this ordinance, both remain in full force and effect including the penalties for violations as made and provided for in Article 10 of the UDC. SECTION 3. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 4. All ordinances or parts of ordinances specifically pertaining to the zoning of the subject property that conflict with this ordinance are hereby expressly superseded except for the Military Compatibility Area Overlay Districts. This ordinance does not amend or supersede any Military Compatibility Area Overlay Districts, which, as adopted by Ordinance#032829, remain in full force and effect. SECTION 5. A violation of this ordinance, or requirements implemented under this ordinance, constitutes an offense punishable by a fine not to exceed $2,000.00 for each offense; as provided in Article 1, Section 1.10.1 of the UDC, Article 10 of the UDC, and/or Section 1-6 of the Corpus Christi Code of Ordinances. SECTION 6. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter. SECTION 7. This ordinance shall become effective upon publication. Introduced and voted on the day of , 2024. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary Page 2 of 3 EXHIBIT A RS- 6 LA BIANCA QR RS- 6 CN- 1 RS- 6 Spy RSN��oA, SUBJECT s P,14)ERTY w z J Of �MpT�F S T��®R FR S cF6TR��pq. R�aR ��- ��s RM-3 C� RE \t CN- 1 RM- R a,.; CASE: ZN8477 SUBJECT PROPERTY WITH ZONING wit: Subject Property A-1 rtmem Apanmem.Nauss Qistrici 4i Llmhed In a usa.al Eis—1 A-!A Apa douse District 4 Light Ind—ml Di— A-2 Apartment House District 1 3 Heavy intlu5trui the d AB Prpfessipnal Office Dimwit PUD Panned Unit Deveippm t AT Apartment-Tourist Disvier R-1A One Family Oreling DlsIia B-1 Neyhl, nt-d Busine55 Ql5lnot R-19 One Fatuity Qaellmq Diso-i B-lA Neghocmood Business District R-IC One Family D—Ring Disuicv B-2 Bayf t Dusiness L%sm" R-2 Multiple Qarell'ng Din. B-2A Barrier Island Business D-tMY ct RA One Family DaeINN District B-3 Business Damct RE ResrdentuI EsUse Dimct SUBJECT 84 General Business Dim R-TH T n-sa 0-41ing oi5m.al PROPERTY B-5 Primary Bvshess District SP Special Permit _ B-a Pranary Business Core District T-1A. Travel Trailer Pwk Msl ict BO Corpus Christi Beach DmV Oat T-18 Manta Lured Home Par%Disririct (�j I v.p ESII,HERE F-R FarmR. ID-i. TAC MarwhcWredHomeSnhdivlsicn Co'1 llti LOCATION MAP HC H.5>ncalLutbral Landman District l - Preservation ( �l El til Page 3 of 3 ZONING REPORT Case # ZN8477 Applicant & Subject Property District: 5 Owner: MPM Development LP. Applicant: MPM Development LP. Address: 6817 Brooke Road, located south of Brooke Road, and west of Airline Road. Legal Description: Lot 9, Block 4, Bourdeaux Place Unit 5. Acreage of Subject Property: 9.94 acres. Zoning Request From: "RM-2" Multifamily District To: "CG-2" General Commercial District Purpose of Request: To allow for general commercial use. Land Development & Surrounding Land Uses Zoning District Existing Land Use Future Land Use Site "RM-2" Multifamily Vacant Low/High-Density Residential "CN-1' Neighborhood Vacant, Low-Density North Commercial, "RS-6" Single- Residential Medium-Density Residential Family 6 "RM-3" Multifamily, "RS-6" Medium-Density South Single-Family 6 Residential Medium-Density Residential East "FR" Farm Rural Public/Semi-Public High-Density Residential West "RS-6" Single-Family 6 Low-Density Residential Medium-Density Residential Plat Status: The subject property is platted per MRNCT (Map Records of Nueces County, Texas) Volume 68, Page 676. Military Compatibility Area Overlay District (MCAOD, Effective August 22, 2022): The subject property is not within a MCAOD District ("CZ; APZI, APZII"). Code Violations: None. Transportation and Circulation Designation Section Proposed/Existing Brooke Road 2 Lanes, "Cl" Collector 60 feet Designation Section Proposed Section Existing Airline Road 4 Lanes, 4 Lanes, "Al" Minor Arterial 95 feet 86 feet Center Turn Lane Center Turn Lane Transit: The Corpus Christi RTA does not service the subject property. Bicycle Mobility Plan: A One-way Cycle Track (both sides) is proposed along Brooke Road. Utilities Gas: A 4-inch PE line exists along Airline Road. Stormwater: Various lines exist along Airline and Brooke Roads. Wastewater: 27-inch and 12-inch PVC lines exist along the Airline and Brooke Roads. Water: An 8-inch PVC line exists along the Airline Road. Corpus Christi Comprehensive Plan (Plan CC) Plan CC: Provides a vision, goals, and strategies to guide, regulate, and manage future development and redevelopment within the corporate limits and extraterritorial jurisdiction (ETJ), which was adopted in 2016. ADP (Area Development Plan): According to Plan CC the subject property is located within the Southside Area Development Plan (Adopted on March 17, 2020). Water Master Plan: No improvements have been proposed. Wastewater Master Plan: No improvements have been proposed. Stormwater Master Plan: No improvements have been proposed. Roadway Master Plan: No improvements have been proposed. Public Notification Number of Notices Mailed 44 within a 200-foot notification area 0 outside 200-foot notification area In Opposition 1 inside the notification area 0 outside the notification area 1 .03% in opposition within the 200-foot notification area (1 individual property owners) Public Hearing Schedule Planning Commission Hearing Date: October 30, 2024 City Council 1st Reading/Public Hearing Date: December 10, 2024 City Council 2►,d Reading Date: January 14, 2025 Background: The subject property is currently zoned "RM-2" Multifamily District and is presently vacant. To the north, properties are vacant and medium-density residential, zoned "CN-1" Neighborhood Commercial and "RS-6" Single-Family 6. To the south, proper are medium-density residential zoned "RM-3" Multifamily District and "RS-6" Single-Family 6 District. To the east, are public/semi-public uses zoned "FR" Farm Rural. The applicant is requesting a zoning change for general commercial uses. The "CG-2" General Commercial District permits restaurants, apartments, townhouses, overnight accommodation uses, educational facilities, medical facilities, commercial parking, offices, retail sales and services, vehicle sales and services, and indoor recreation uses (including bars and nightclubs). Plan CC (City of Corpus Christi Comprehensive Plan) Consistency: The proposed rezoning is consistent with Elements, Goals and Strategies for Decision Makers: o Housing and Neighborhoods: o The design of new developments promotes a broader sense of neighborhood and community rather than creating isolated subdivisions or apartment complex developments with a lack of interconnection. ■ Encourage appropriate transitions between commercial and residential developments and between high and low-density residential developments. o Corpus Christi development patterns support efficient and cost-effective use of resources and a high quality of life. ■ Encourage the protection and enhancement of residential neighborhoods. ■ Encourage orderly growth of new residential, commercial, and industrial areas. ■ Promote a balanced mix of land uses to accommodate continuous growth and promote the proper location of land uses based on compatibility, locational needs, and characteristics of each use. o Corpus Christi has well-designed neighborhoods and built environments. Screening fences, open spaces, or landscaping can provide an essential buffer between shopping and residential areas. Southside ADP (Area Development Plan) and FLUM (Future Land Use Map) Consistency: The proposed rezoning is consistent with the Southside ADP ; however is not consistent with the FLUM designation of High-Density Residential. • Promote land development that enhances the character and opportunities in the southside. o Attract diverse, new, commercial development to vacant, non-residential, infill parcels. ■ Work with neighborhoods and districts on targeted Future Land Use Map updates and possible rezoning if desired. Staff Analysis: Staff reviewed the subject property's background information and the applicant's purpose for the rezoning request and conducted research into the property's land development history to include platting, zoning, existing surrounding land uses, and potential code violations. Staff compared the proposed zoning's consistency with the applicable elements of the comprehensive plan. As a result of the above analysis, staff notes the following: • The proposed rezoning is consistent with Plan CC; however, is inconsistent with the future land use designation of medium-density residential. • The proposed rezoning is compatible with the present zoning and conforming uses of nearby property and to the character of the surrounding area and will have no adverse impact on the neighborhood. • The property to be rezoned is suitable for the uses to be permitted by the proposed amendment. Permitting Process: (If applicable) During the permitting process, zoning reviews are conducted to ensure that development compatibility is achieved; through the prescription of Unified Development Code required buffer yard width and points (UDC §7.9.5, 7.9.6), increased setbacks due to height (UDC §4.2.8.D), limitations on hours of operations with certain site features (UDC §7.2.7.13.1 .a), and visual barriers such as landscaping (UDC §7.3.10) and walls to buffer noise generators (UDC §7.9.8.B). • Required Buffer Yard (to "RS-6") will be a Type C requiring 15 feet and 15 points. (An example of achieving 15 points could be a 6-foot solid masonry wall). Planning Commission and Staff Recommendation (October 30, 2024): After evaluation of case materials provided and subsequent staff analysis including land development, surrounding uses and zoning, transportation and circulation, utilities, Comprehensive Plan consistency, and considering public input, Planning Commission and Staff recommend approval of the change of zoning from the "RM-2" Multifamily District to the "CG-2" General Commercial District. Attachment(s): (A) Existing Zoning and Notice Area Map. R 5- s BIANGA DR 2 3 4 5 6 7 1716 RS-s 15 14 191 1$ �� RS- 6 R 19 24 25 ON�R 21 23 O 45 22 1011 �� SUBJECT 12 ROPER.TY 29 13 R �2f Lu 28 z 39 37 35 34 1 4 42 33 F 27 43 4 32 FyT 31 -s 30 -3 26 RE W� CN- 4 RM- CASE: ZN8477 Zoning and notice Area 5 RM-1 Multifamily IL Light Industrial RM2 Mai ly 2 IH Heavy lndusidal RM_3 Multifamilyi PUB Planned Unit De,Cherlay - ON Professional Oil RS-10 Single-Family 10 i Multifamity AT ii SingleFamily6 - CN-1 Neighborhood Commercial i Single-Family 4.5 - CN2 Neighborhood Commercial RS-TF Two-Family CM Resort Commercial 15 Single-Family 15 CR2 Resort Commercial RE Residential Estate CG-1 General Commercial RS-TH Townhouse C62 General Commercial Sp Special Permit CI 1n6ensive Commercial RV Recreational Vehiele Park Cl Downtown Commercial RMH Manufactured Home Ci Resort Commercial -— FR Farm Rural H HistoricDverlay SUBJECT BP Business Park PROPERTY Subje with 200'0 bdffar biller O Owners C f vor 4Owrre..Vun2W 1.tedon o-- City Of Esri,HERE - .M.hedo--tplable XineRP..aon C01i LOCAT101V MAP C�lI'1STt IA CA DR ,. K '� 4 r i if Ap R SUBJECT 3 r � PROPERTY iQ F r� CASE: ZN8477 N W-* Aerial View 4� Subject °' Property a Y SUBJECT 6 PROPERTY Cityof Esri, HERE Corpus LOCATION MAP Christi Zoning Case ZN8477 M PM Development LP District 5 Rezoning for a property at 6817 Brooke Road T • From the "RM-2" to the "CG-2" SUBJECT 1• - ` (!\ ^ - TB JECT PROPERTY r; ��a�.�ATP �, f ��(+ t ��+ipu. '.LOCATION MA ' City Council December 10, 2024 Zoning and Land Use LDR IDR CR LDR LDR LDR LDR D LDR LDR LOR LDR (DR LDR L LDR LALDR Proposed Use: DT `DR LD OR OR° (Ok VAC To allow for general commercial uses. ? LDR LDR LlM OR LDR lOR LD LDR LDR D LDR LDR LDR LDR LDR "CN-1" ADP (Area Development Plan): LDR LDR LDR LDR 05/18/2015 �pR LDR LDR LDR Southside,Adopted on March 17, 2020 LDR / DR DR`DR LDR FLUM (Future Land Use Map): Rs-6" DR High-Density Residential 06/13/2005 SUB JEC Y 0 DR R PFROPER7Y Existing Zoning District: DR FA/p LOR�R "RM-2" Multifamily LDR 4 LDR LDR b LDR lOR LDR Adjacent Land Uses: DR DR LDR LDR IDRIDR LDR LDR �R LDR North: Vacant, LDR; Zoned: CN-1, RS-6 LDR ° LDR LCR LDR LDR ° South: LDR, MDR; Zoned: RM-3, RS-6 LDR LL L- RM-3" ■- D LDR LDF LYY�L J LDR LDR lDR LD NR 05/23/2005 "RE°° East: Public/Semi-Public; Zoned: FIR DR LDR 08/17/2015 DR ® LDR West: LDR; Zoned: RS-6 05/23/2015 Public Notification 44 Notices mailed inside the 200' buffer R 0 Notices mailed outside the 200' buffer 3 4 5 6 7 16 CN- RS-6 IS 18 14 9 RS•6 Notification Area lg 24 25 23 45 22 c Opposed: 1 (1.03%) 1I eat' Separate Opposed Owners: (0) 2 iFROPER. � 13 X34 38 37 36 34 35 33 F 27 In Favor: 0 (0.00%) 32 E S- 30 .1 26 N RE *Notified property owner's land in SQF/Total SQF of all properties in CN.1 R M . the notification area=Percentage of public in opposition and/or favor. Staff Analysis and Recommendation • The proposed rezoning is inconsistent with the Future Land Use Map designation of medium- density residential, however, is consistent with broader elements and goals of the comprehensive plan including: o Encouraging appropriate transitions between commercial and residential developments o Encourage orderly growth of new residential, commercial, and industrial areas • The request is compatible with adjacent zoning and conforming uses of the nearby property. o A Type C Buffer will be required at the time of permitting, consisting of 15 feet and 15 points, which can be achieved with a 6-foot masonry wall. PLANNING COMMISSION & STAFF RECOMMEND APPROVAL TO THE "CG-2" GENERAL COMMERCIAL DISTRICT .�vs cr 0 o� PH U kCOBPOPAZY 1852 AGENDA MEMORANDUM Action Item for the City Council Meeting of December 10'", 2024 DATE: December 101", 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 ernestod2(a)cctexas.com (361) 826-1877 Josh Chronley, CTCD, Assistant Director of Finance & Procurement 0oshc2(u)cctexas.com (361) 826-3169 Construction Contract Award North Beach Drainage Improvements, Beach Ave, Gulfspray Ave (Bond 2018, Proposition A) CAPTION: Motion awarding a construction contract to Mako Contracting of Corpus Christi, Texas, for the construction of the North Beach canal project, the reconstruction of Beach Ave, Gulfspray Ave, the new Eco Park facilities and utility improvements, located in Council District 1, in an amount not to exceed $24,100,788.56, with FY2025 funding available from the Street Bond 2024, Street Bond 2018, Parks Bond 2022, Storm Water, Water, Wastewater and the Capital Improvement CIP (American Rescue Plant Act) fund with additional funds scheduled for FY2026. SUMMARY: This motion awards a construction contract to Mako Contracting for the construction of the proposed North Beach canal project, the reconstruction of Beach Ave, Gulfspray Ave, and the new Eco Park facilities. The potable water and sanitary sewer system in the project area will be redesigned and IT infrastructure for future camera wiring will be utilized by Parks and the CCPD will be added to the area. BACKGROUND AND FINDINGS: North Beach has been a tourist destination for over 100 years. Located on the northern peninsula of Corpus Christi, North Beach provides public access to beaches, boat launches, shopping stores, restaurants, and tourist attractions such as the Texas State Aquarium and USS Lexington. However, North Beach experiences frequent coastal flooding that is exacerbated by rainfall and drainage backflow. This coastal flooding has a negative impact on the area's roadways and potential for economic development. This project will be the first phase in a multi-phase effort to improve the coastal flooding severity at North Beach. The first phase of the project will consist of a canal with a linear park. Included with this drainage project is the reconstruction of Beach Ave, Gulfspray Ave, and the new facilities at the proposed Eco Park due to their contiguous nature to the proposed canal. The 2nd and 31d phases of the North Beach canal project will take place om the southern half of North Beach. The plan will not be finalized until the Harbor Bridge project is completed. Canal& Linear Park: This project includes the construction of a new central drainage canal (4,600 LF) between Timon and Surfside Boulevards for the collection, storage, and conveyance of Storm water. This canal will feature the construction of a linear park from Bushick Place (South) to the canal outfall at Timon Marsh (North) and connects to the proposed future Eco-Park. The linear park will feature pedestrian bridges that will provide connectivity between Surfside Park and Kiwanis Park, which are featured in Additive Alternate #2. Park improvements include two (2) concrete pedestrian trails: 8-ft wide along Timon Boulevard and 10-ft wide along Surfside Boulevard, lighting, and benches. Existing palm trees within the park area will remain unless they interfere with the construction of the canal. Wastewater and water improvements will be proposed, including demolition of two (2) lift stations, and one (1) new lift station. Beach Ave & Gulfspray Ave: Beach Avenue and Gulfspray Avenue streets cross the drainage canal. These streets are classified as Secondary Collector(C-2)on the Urban Transportation Plan (UTP). The streets must be elevated and reconstructed due to the proposed drainage canal project. Beach Ave will be reconstructed as a three-lane roadway from E. Causeway Boulevard to Timon Blvd, and a two-lane roadway from Timon Blvd to the eastern limit of Beach Ave. The length of the roadway is 0.26 miles. The project includes pavement restoration, upgraded signage, pavement markings, ADA ramps, water, wastewater, gas utility improvements, a bridge section over the canal, and stormwater infrastructure improvements as necessary. Gulfspray Ave will be reconstructed from E. Causeway Boulevard to the existing park at the eastern limit of Beach Ave. The length of the roadway is 0.25 miles. The project includes pavement restoration, upgraded signage, pavement markings, ADA ramps, water, wastewater, gas utility improvements, a bridge section over the canal, and stormwater infrastructure improvements as necessary. A ten-foot-wide multi-use path will be constructed along Gulfspray Ave per the City's Bicycle Mobility Plan. North Beach Eco Park: The northern end of North Beach contains thirty city-owned acres comprised of wetland habitat, grassy areas, and a popular beach. This area has played an important role as a shorebird feeding ground and as a recreational amenity for residents and visitors alike. The City of Corpus Christi, in collaboration with the National Park Service and local entities such as the North Beach Community Association, Texas State Aquarium, USS Lexington, Coastal Bend Bays & Estuaries Program, Visit Corpus Christi, and TAM U-CC Center for Coastal Studies, developed the North Beach Eco Park plan. The goal is to protect these sensitive resources and recommend recreational and educational improvements to the area. Currently, the area identified as the North Beach Eco Park planning area contains three aging observation platforms, a shade structure, children's play area and parking at Dolphin Park, crumbling building foundations, wetlands, grassy areas, and access to the beach, Beachwalk, and the jetty. Proposed improvements include a new observation tower, shade structures, restrooms, paved access roads and boardwalks. Existing non-functioning wetland areas will be remediated. This work is featured in Additive Alternate #3. PROJECT TIMELINE: 2021-2023 2024 . July - Dec Jan - December February - Aug Design Bid/Award Construction Project schedule reflects City Council award in December 2024, with anticipated construction completion by August 2026. COMPETITIVE SOLICITATION PROCESS The Contracts and Procurement Department issued a Request for Bids (RFB) 6130 on October 16, 2024, for the proposed North Beach group of construction projects. The base bid consists of the canal with linear park construction, peripheral drainage ditches, the reconstruction of Beach Ave, Gulfspray Ave, water and sanitary sewer utility work. Included in this bid package are three (3) Additive Alternates for additional work on this project: Additive Alternate #1: "Additional Park Improvements". It includes wetlands remediation, grading, lighting, parking lot, benches, trash cans and sidewalk for North Beach Eco Park Additive Alternate #2: "Linear Park Pedestrian Crossings". It includes pedestrian bridges that will provide connectivity between Surfside Park and Kiwanis Park. Additive Alternate #3: "Eco Park Structures". It includes an ADA-compliant wooden bird watch platform, 5-feet wide boardwalk with handrails and 5-feet wide ramps. There were 44 general contractors that downloaded and viewed the bidding document. However, the City only received one bid. The bidding period was extended to one week, moving from November 6 to November 13, to allow eligible and interested contractors to submit their bids. On November 13, 2024, the City received one bid. After reviewing the submitted bid and contract documents, it was determined Mako Contracting was the lone bidder while also meeting the City's criteria for being a responsive and responsible bidder. A summary of the bid is provided below. Additive Additive Additive Total Bidder Base Bid Alternate #1 Alternate #2 Alternate #3 Mako Contracting $19,424,753.42 $2,769,905.14 $1,117,500.00 $788,630.00 $24,100,788.56 Engineer's Opinion of $18,200,000.00 $1,783,094.77 $334,800.00 $452,600.00 $20,770,494.77 Probable Construction Cost Mako Contracting has successfully completed several street projects with the City of Corpus Christi. Some of the recently completed projects include • Lipes Boulevard from Yorktown Boulevard to Staples Street. Construction cost was: $7,760,950.36 • Laguna Shores Road from Graham Road to SPID. Construction cost was $4,929,515.02. • Wildcat Drive from FM 624 to Teague Lane, Hearn Road from Callicoatte Road to Dead End. Construction cost was $5,411,934.01. • Several residential streets from the Residential Street Rebuild Program. ALTERNATIVES: City Council could choose not to award the contract to Mako Contracting. This would delay the project and conflict with City Council's goal to expedite the multitude of desired improvements at North Beach. FISCAL IMPACT: The total fiscal impact for this project is an amount not to exceed $24,100,788.56. The fiscal impact for FY25 is an amount of $20,039,178.11 with funding available from the Street Bond 2024, Street Bond 2018, Parks Bond 2022, Storm Water, Water, Wastewater and the Capital Improvement CIP (ARPA) fund. The remaining amount of $4,061,610.45 is scheduled for FY26 per the Capital Improvement Plan. Funding Detail: Fund: Storm Water 2024 CO (Fund 3499) Department: Storm Water (47) Organization:Grants & Capital Projects Funds (89) Project: North Beach Drainage Improvements (Project No. 22142) Account: Construction (550910) Activity: 22142-3499-EXP Amount: $6,000,000.00 Fund: Storm Water (3480) Department: Storm Water (47) Organization:Grants & Capital Projects Funds (89) Project: North Beach Drainage Improvements (Project No. 22142) Account: Construction (550910) Activity: 22142-3480-EXP Amount: $232,161 .14 Fund: Capital Improv CIP (ARPA) (Fund 3130) Department: Grants (14) Organization:Grants & Capital Projects Funds (89) Project: North Beach Drainage Improvements (Project No. 22142) Account: Construction (550910) Activity: 22142-3130-EXP Amount: $3,745,520.00 Fund: ST2020 Bd18 P1 (Fund 3556) Department: Streets (33) Organization:Grants & Capital Projects Funds (89) Project: North Beach Drainage Improvements (Project No. 22142) Account: Construction (550910) Activity: 22142-3556-EXP Amount: $2,908,739.97 Fund: 2024 GO Bd22 Prop B-Parks (Fund 3299) Department: Parks (27) Organization:Grants & Capital Projects Funds (89) Project: North Beach Drainage Improvements (Project No. 22142) Account: Construction (550910) Activity: 22142-3299-EXP Amount: $95,887.31 Fund: Streets 2024 GO Prop A (Fund 3564) Department: Streets (33) Organization:Grants & Capital Projects Funds (89) Project: North Beach Drainage Improvements (Project No. 22142) Account: Construction (550910) Activity: 22142-3564-EXP Amount: $3,000,000.00 Fund: Water 2024 CIP (Rv Bds) (Fund 4491) Department: Water (45) Organization:Grants & Capital Projects Funds (89) Project: North Beach Drainage Improvements (Project No. 22142) Account: Construction (550910) Activity: 22142-4491-EXP Amount: $840,650.47 Fund: Wastewater 2024 CIP (Rv Bds) (Fund 4261) Department: Wastewater (46) Organization:Grants & Capital Projects Funds (89) Project: North Beach Drainage Improvements (Project No. 22142) Account: Construction (550910) Activity: 22142-4261-EXP Amount: $3,216,219.22 Year 1 (FY25): $ 20,039,178.11 Year 2 (FY26): $ 4,061,610.45 Total: $ 24,100,788.56 RECOMMENDATION: Staff recommends awarding the construction contract to Mako Contracting for construction of the North Beach Drainage Improvement project, the reconstruction of Beach Ave and Gulfspray Ave, and the New Eco Park facilities in an amount of$24,100,788.56. This includes accepting all three Additive Alternates featured in this bid proposal. The construction duration is planned for eighteen (18) months from issuance of the Notice to Proceed, with construction starting in February 2025 and completed by August 2026. LIST OF SUPPORTING DOCUMENTS: Location Map Bid Tabs CIP Pages Power Point Presentation Bid Tab-RFB 6130 North Beach Drainage,Street and Eco Park Improvements Item Description Unit Quantity Mako Contracting Total Part A-General 1 MOBILIZATION(5%MAX) AL 1 $45,000.00 $45,000.00 2 BONDS AND INSURANCE(2%MAX) AL 1 $216,000.00 $216,000.00 3 TEMPORARY TRAFFIC CONTROL DEVICES MO 18 $28,000.00 $504,000.00 4 TEMPORARY TRAFFIC CONTROL PLANS LS 1 $25,000.00 $25,000.00 5 STORMWATER POLLUTION PREVENTION PLAN LS 1 $100,000.00 $100,000.00 6 EXPLORATORY EXCAVATIONS(UP TO 6-FT OF COVER) LS 1 $20,000.00 $20,000.00 7 OZONE ACTION DAY DAY 9 $1.00 $9.00 8 SILT FENCE LF 18175 $4.25 $77,243.75 9 CURB INLET PROTECTION EA 14 $100.00 $1,400.00 10 HAY BALE GRATE INLET PROTECTION BARRIER EA 5 $150.00 $750.00 11 STABILIZED CONSTRUCTION ENTRANCE EA 1 $3,500.00 $3,500.00 12 ROCK FILTER DAM EA 1 $200.00 $200.00 13 FILTER FABRIC BARRIER-V-DITCH LF 750 $10.00 $7,500.00 14 FILTER FABRIC BARRIER-TRAPEZOID IAL-DITCH LF 60 $10.00 $600.00 Sub Totals $1,001,202.75 1 EXCAVATION OF CANAL CY 31400 $22.00 $690,800.00 2 CONTROL OF GROUNDWATER/DEWATERING LS 1 $200,000.00 $200,000.00 3 ROUGH GRADING/COMPACTION OF LINEAR PARK CY 71000 $5.00 $355,000.00 4 PREPARATION/COMPACTION OF EMBANKMENT CY 7700 $15.00 $115,500.00 B5 SOIL RETENTION BLANKET(CL 1,TY A) SY 26000 $4.50 $117,000.00 B6 HYDROMULCH SEEDING SY 22901 $1.50 $34,351.50 B7 CONSTRUCTED WETLAND AQUATIC PLANTINGS SF 14000 $5.00 $70,000.00 B8 GABION BASKET RETAINING WALL CY 2700 $300.00 $810,000.00 Sub Totals $2,392,651.50 Part C-Drainage Improvements Cl CLEANING&REGRADING ROADSIDE DITCH(TYPE 1) LF 5500 $8.00 $44,000.00 C2 EXCAVATE/GRADE ROADSIDE DITCH(TYPE 1) LF 13800 $16.50 $227,700.00 C3 EXCAVATE/GRADE ROADSIDE DITCH(TYPE 2) LF 2200 $20.00 $44,000.00 C4 4'x 2'REINFORCED CONCRETE BOX(RCB)(SEAGULL BLVD) LF 420 $897.00 $376,740.00 C5 4'x 2'REINFORCED CONCRETE BOX(RCB)(TIMON BLVD) LF 200 $897.00 $179,400.00 C6 10'x 6'REINFORCED CONCRETE BOX(RCB)(OUTFALL) LF 130 $2,702.50 $351,325.00 C7 18"RCP(CLASS IV)(CROSS CULVERTS) LF 3050 $178.25 $543,662.50 C8 SAFETY END TREATMENT(SET)@ 18"RCP EA 178 $3,068.00 $546,104.00 C9 ROCK RIPRAP OUTFALL PROTECTION CY 310 $150.00 $46,500.00 C10 24"RCP(CLASS IV)(STREET DRAINAGE) LF 2055 $189.75 $389,936.25 C11 CURB INLET EA 8 $8,625.00 $69,000.00 C12 18"RCP(CLASS IV)DRIVEWAY CULVERTS LF 1380 $178.25 $245,985.00 C13 GRATE INLET EA 33 $9,487.50 $313,087.50 C14 4'DIA.PRECAST MANHOLE EA 8 $8,500.00 $68,000.00 C15 DEBRIS CAGE(SW OUTFALLS) EA 24 $5,000.00 $120,000.00 C16 UNANTICIPATED STORMWATER IMPROVEMENTS AL 1 $100,000.00 $100,000.00 WINGED HEADWALL FOR 4'X2'RCB CULVERTS AT SEAGULL C17 BLVD EA 6 $25,000.00 $150,000.00 WINGED HEADWALL FOR DUAL 4'X2'RCB CULVERTS AT C18 SEAGULL BLVD AND TIMON BLVD EA 5 $25,000.00 $125,000.00 3'X3'GRATE INLET FOR 4'X2'RCB CULVERTS AT SEAGULL C19 BLVD EA 4 $10,925.00 $43,700.00 C20 STORMWATER JUNCTION BOX EA 7 $14,375.00 $100,625.00 Sub Totals $4,084,765.25 Part D-Park Improvements D1 REMOVE EXISTING ELECTRICAL POLES EA 6 $3,000.00 $18,000.00 D2 REMOVE EXISTING LIGHT POLES EA 14 $3,500.00 $49,000.00 D3 REMOVE EXISTING ASPHALT PAVEMENT SY 2400 $5.50 $13,200.00 D4 REMOVE TREE INCLUDING ROOT BALL EA 14 $1,000.00 $14,000.00 IDS FINE GRADING SY 33610 $7.00 $235,270.00 D6 SHELL AGGREGATE CONCRETE SY 475 $150.00 $71,250.00 D7 8'WIDE CONCRETE SIDEWALK SY 4000 $75.00 $300,000.00 D8 10'WIDE CONCRETE SIDEWALK SY 5380 $75.00 $403,500.00 D9 CABLE BARRIER SYSTEM LF 2310 $75.00 $173,250.00 D10 CONCRETE SIDEWALK REPAIR SF 120 $15.00 $1,800.00 D11 DUNE BERMS(3'-4'HEIGHT) SY 1400 $20.00 $28,000.00 D12 PARK LIGHTING:LIGHT POLE 8 FT HEIGHT EA 93 $7,000.00 $651,000.00 D13 PARK LIGHTING:BOLLARD LIGHTS EA 20 $3,500.00 $70,000.00 D14 POWER POLE WITH METER AND DISCONNECT EA 3 $20,000.00 $60,000.00 D15 ELECTRICAL PANEL EA 4 $20,000.00 $80,000.00 D16 BLOCK SODDING SY 6415 $14.00 $89,810.00 D17 HYDROMULCH SEEDING SY 27195 $6.25 $169,968.75 D18 LANDSCAPE(PALM TREE) EA 30 $1,500.00 $45,000.00 D19 LANDSCAPE(PALM TREE IN PLANTER FOR CONCRETE AREAS) EA 12 $2,500.00 $30,000.00 D20 LANDSCAPE(HONEY MESQUITE) EA 19 $5,000.00 $95,000.00 D21 LANDSCAPE(CREPE MYRTLE TREE) EA 37 $2,500.00 $92,500.00 D22 LANDSCAPE(NATIVE SHRUB) EA 100 $100.00 $10,000.00 D23 LANDSCAPE(GROUND COVER) SY 560 $20.00 $11,200.00 PREPARE AREA FOR WETLAND PLANTING(CANAL OUTFALL D24 AREA) CY 9500 $20.00 $190,000.00 D25 WETLAND AQUATIC PLANTINGS(LINEAR PARK&OUTFALL) SF 50000 $1.00 $50,000.00 D26 ALLOWANCE FOR PUBLIC ART/CULTURAL EXHIBITS AL 1 $100,000.00 $100,000.00 D27 ALLOWANCE FOR WAYFINDING AND EDUCATIONAL SIGNAGE AL 1 $50,000.00 $50,000.00 Sub Tota Is $3,101,748.75 ADA Improvements E1 FULL DEPTH SAW CUT FOR REMOVAL LF 499 $12.00 $5,988.00 E2 REMOVE STABLIZED BASE&ASPHALT PAVEMENT(16") SY 13495 $12.00 $161,940.00 E3 REMOVE EXISTING CONCRETE DRIVEWAYS SY 1365 $45.00 $61,425.00 E4 REMOVE EXISTING ASPHALT DRIVEWAYS SY 675 $20.00 $13,500.00 E5 REMOVE EXISTING GRAVEL DRIVEWAYS SY 905 $20.00 $18,100.00 E6 DRIVEWAYS(CONC) SY 1365 $100.00 $136,500.00 E7 DRIVEWAYS(ASPHALT) SY 675 $80.00 $54,000.00 E8 DRIVEWAYS(GRAVEL) SY 905 $50.00 $45,250.00 E9 SELECT FILL CY 2567 $22.00 $56,474.00 E10 CEMENTTREAT(SUBGRADE)(8") SY 13670 $19.50 $266,565.00 E11 FL BS(CMP IN PLACE)(TY A GR 1-2)(8") SY 13670 $36.00 $492,120.00 E12 GEOGRID SY 13670 $5.00 $68,350.00 E13 PRIME COAT(MC-30)(0.15 GALLONS/SY) GAL 2050.5 $9.82 $20,135.91 E14 3" D-GRHMATY-B TON 2062.418738 $222.00 $457,857.24 E15 2.5"D-GR HMATY-D TON 1732.43174 $217.58 $376,942.12 E16 CONC CURB&GUTTER(TY A) LF 4300 $25.00 $107,500.00 E17 CONC SIDEWALKS(5'WIDTH X 4'THICK) SY 905 $75.00 $67,875.00 E18 CONC SIDEWALKS(10'WIDTH X 4"THICK) SY 2255 $75.00 $169,125.00 E19 PAINTED STEEL BOLLARDS EA 8 $800.00 $6,400.00 E20 ADA CURB RAMPS EA 34 $2,500.00 $85,000.00 E21 ALLOWANCE FOR STRIPING(STREET&PEDESTRIAN) AL 1 $20,000.00 $20,000.00 E22 ALLOWANCE FOR STREET SIGNAGE AL 1 $25,000.00 $25,000.00 E23 ALLOWANCE FOR UNANTICIPATED STREET IMPROVEMENTS AL 1 $50,000.00 $50,000.00 Sub Totals $2,766,047.27 Part F-Structural ALLOWANCE FOR PRE-ENGINEERED/PRECAST VEHICULAR F1 BRIDGE AT GULFSPRAY AVE. AL 1 $910,000.00 $910,000.00 ALLOWANCE FOR PRE-ENGINEERED/PRECAST VEHICULAR F2 BRIDGE AT BEACH AVE. AL 1 $1,010,000.00 $1,010,000.00 Sub Totals $1,920,000.00 Part G-Water Utility Improvements G1 TRENCH SAFTEY FOR WATERLINES(0 TO 10 FT DEEP) LF 780 $10.93 $8,525.40 G2 DEWATERING LS 1 $250,000.00 $250,000.00 G3 ADJUST WATER METER,VALVE&VALVE BOX EA 15 $1,840.00 $27,600.00 G4 REMOVE EXISTING WATER PIPE LF 600 $27.60 $16,560.00 G5 CUT AND PLUG WATER MAIN(12IN) EA 4 $3,392.50 $13,570.00 G6 WATER MAIN PIPE(PVC)(12IN)(C-900) LF 180 $172.50 $31,050.00 G7 PROVIDE 45 DEG BEND-12"DIA EA 8 $3,392.50 $27,140.00 G8 PROVIDE 12"X12"TAP SLV&VALVE EA 4 $13,225.00 $52,900.00 G9 CUT AND PLUG WATER MAIN(8IN) EA 6 $2,817.50 $16,905.00 G10 WATER MAIN PIPE(PVC)(81N)(C-900) LF 320 $120.75 $38,640.00 G11 PROVIDE 45 DEG BEND-8"DIA EA 12 $2,760.00 $33,120.00 G12 PROVIDE 90 DEG BEND-8"DIA EA 2 $2,990.00 $5,980.00 G13 PROVIDE L 8"X6"TAP SLV&VALVE EA 1 $10,925.00 $10,925.00 G14 WATER MAIN PIPE(PVC)(61N)(C-900) LF 600 $112.70 $67,620.00 G15 PROVIDE 6"x6"TAP SLV& VALVE EA 8 $10,120.00 $80,960.00 G16 REMOVING AND SALVAGING FIRE HYDRANT EA 31 $1,092.50 $33,867.50 G17 CUT AND PLUG WATER MAIN(61N) EA 8 $2,300.00 $18,400.00 G18 WATER SERVICE CONNECTIONS EA 1 $1,840.00 $1,840.00 G19 UNANTICIPATED WATER UTILITY IMPROVEMENTS AL 1 $50,000.00 $50,000.00 16"DIA.STEEL CASING(1/4" MIN WALL THICKNESS)WITH END SEALS AND CASING SPACERS FOR 8"WATERLINE BY G20 OPEN-CUT LF 50 $402.50 $20,125.00 Sub Totals $805,727.90 Part H-Wastewater Improvements H1 TRENCH SAFTEY FOR WATERLINES(0 TO 10 FT DEEP) LF 4610 $12.00 $55,320.00 H2 DEWATERING LS 1 $276,575.00 $276,575.00 H3 REMOVE EXISTING MANHOLE(SANITARY SEWER) EA 4 $7,360.00 $29,440.00 H4 REMOVE EXISTING SANITARY SEWER PIPE LF 2500 $51.75 $129,375.00 H5 NEW SANITARY MANHOLE EA 11 $30,130.00 $331,430.00 H6 SANITARY SEWER PIPE(PVC)(C900)(18") LF 3850 $322.00 $1,239,700.00 H7 SANITARY SEWER PIPE(PVC)(C900)(12") LF 200 $287.50 $57,500.00 H8 SANITARY SEWER PIPE(8")(FORCE MAIN) LF 560 $120.75 $67,620.00 H9 REMOVE EXISTING SEWER LIFT STATION LS 2 $40,250.00 $80,500.00 H10 REMOVE EXISTING BRICK PRIVACY WALL LS 2 $5,000.00 $10,000.00 SANITARY SEWER LIFT STATION(PRE-ENGINEERED PACKAGE, H11 COMPLETE) LS 1 $661,250.00 $661,250.00 H12 CMU LIFT STATION PRIVACY WALL SF 189 $100.00 $18,900.00 H13 UNANTICIPATED WASTEWATER IMPROVEMENTS AL 1 $50,000.00 $50,000.00 ALLOWANCE TO MODIFY SANITARY SEWER SYSTEM ALONG H14 SEAGULL BLVD AND TREASURE AV IF DEEMED NECESSARY AL 1 $75,000.00 $75,000.00 Sub Totals $3,082,610.00 Grand Total $19,154,753.42 Alternate 1 Part J ADD Additional J1 MOBILIZATION(5%MAX) AL 1 $70,000.00 $70,000.00 J2 BONDS AND INSURANCE(2%MAX) AL 1 $24,000.00 $24,000.00 J3 STORMWATER POLLUTION PREVENTION PLAN LS 1 $10,000.00 $10,000.00 J4 EXPLORATORY EXCAVATIONS(UP TO 6-FT OF COVER) LS 1 $5,000.00 $5,000.00 J5 OZONE ACTION DAY DAY 10 $1.00 $10.00 J6 REMOVE EXISTING ELECTRICAL POLES EA 6 $3,500.00 $21,000.00 J7 REMOVE EXISTING ASPHALT PAVEMENT SY 940 $12.00 $11,280.00 J8 SITE GRADING FOR PARKING,ECO PARK,&WETLANDS SY 46940 $5.00 $234,700.00 J9 CEMENT TREAT(SUBGRADE)(8")@ PARKING LOT SY 7250 $18.60 $134,850.00 J10 FLEXIBLE BASE(TY A GR 1-2)(8")@ PARKING LOT SY 7250 $32.00 $232,000.00 J11 GEOGRID @ PARKING LOT SY 7250 $5.00 $36,250.00 J12 PRIME COAT(MC-30)(0.15 GALLONS/SY)@ PARKING LOT GAL 1087.5 $9.80 $10,657.50 J13 3" D-GR HMA TY-B @ PARKING LOT TON 956.401875 $222.00 $212,320.80 J14 2.5"D-GR HMATY-D @ PARKING LOT TON 803.377575 $218.00 $175,136.84 J15 CONCRETE SIDEWALK SY 1460 $75.00 $109,500.00 J16 HYDROMULCH SEEDING AC 3 $8,500.00 $25,500.00 J17 CABLE BARRIER SYSTEM LF 1410 $75.00 $105,750.00 BURIED ELECTRIC CONDUITS AND CONDUCTORS FOR PARK J18 LIGHTING LF 500 $25.00 $12,500.00 J19 PREPARE AREA FOR WETLAND PLANTING SY 22250 $9.00 $200,250.00 J20 WETLAND AQUATIC PLANTINGS SF 27700 $30.00 $831,000.00 J21 PARK LIGHTING:LIGHT POLE 8 FT HEIGHT EA 11 $7,000.00 $77,000.00 J22 PARKING LOT LIGHTING EA 4 $7,000.00 $28,000.00 J23 POWER POLE WITH METER AND DISCONNECT EA 1 $20,000.00 $20,000.00 J24 ELECTRICAL PANEL EA 1 $20,000.00 $20,000.00 J25 ALLOWANCE FOR WAYFINDING AND EDUCATIONAL SIGNAGE AL 1 $50,000.00 $50,000.00 J26 WOODEN BENCH EA 20 $2,160.00 $43,200.00 J27 TRASH RECEPTACLE EA 20 $3,500.00 $70,000.00 Sub Totals $2,769,905.14 Grand Total $2,769,905.14 Alternate 2 ADDITIVE ALTERNATE 2-Linear Park Pedestrian Crossings K1 MOBILIZATION(5%MAX) AL 1 $50,000.00 $50,000.00 K2 BONDS AND INSURANCE(2%MAX) AL 1 $17,500.00 $17,500.00 ALLOWANCE FOR PRE-ENGINEERED STEEL PEDESTRIAN K3 BRIDGE STA.39+42 AL 1 $500,000.00 $500,000.00 ALLOWANCE PRE-ENGINEERED STEEL PEDESTRIAN BRIDGE K4 STA.8+66 AL 1 $550,000.00 $550,000.00 Sub Tota Is $1,117,500.00 Grand Total $1,117,500.00 Alternate 3 ADD L1 MOBILIZATION(5%MAX) AL 1 $35,000.00 $35,000.00 L2 BONDS AND INSURANCE(2%MAX) AL 1 $12,750.00 $12,750.00 L3 STORMWATER POLLUTION PREVENTION PLAN LS 1 $10,000.00 $10,000.00 L4 OZONE ACTION DAY DAY 10 $1.00 $10.00 L5 WOODEN ADA COMPLIANT BIRD WATCH PLATFORM LS 1 $29,670.00 $29,670.00 WOODEN ADA COMPLIANT 5'WIDE BOARDWALK WITH L6 HANDRAILS(2'ABOVE GRADE,TYP) LF 775 $700.00 $542,500.00 L7 WOODEN ADA COMPLIANT 5'WIDE RAMPS EA 6 $26,450.00 $158,700.00 Sub Tota Is $788,630.00 Grand Total $788,630.00 Grand Total $23,830,788.56 Capital Improvement Plan 2025 //""" 2027 City of Corpus Christi, Texas r Project# 25048 of`� �' LT Project name North Beach Road Improvements Ir 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 rhru 2027 City of Corpus Christi, Texas Project 18162 Project Name North Beach Gulfspray Ave Ped/Bike Access 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 Pedestrian and bicycle infrastructure improvements to create a new trail for improved access from the new Harbor Bridge and the beach approved in the North Beach Area Plan. This project is currently scheduled to begin FY 2025. Justification This project will improve the road and provide a safer driving experience. Expenditures Prior Years 2025 2026 2027 Total Construction/Rehab 228,636 228,636 Design 111,022 111,022 Storm Water-St. 29,728 125,550 155,278 Wastewater-St 16,515 56,497 73,012 Water-St. 16,515 56,497 73,012 Gas-St. 3,303 12,555 15,858 Eng,Admin Reimbursements 17,340 52,901 70,241 Total 194,423 532,636 727,059 Funding Sources Prior Years 2025 2026 2027 Total G.O. Bond 2018 121,022 253,636 374,658 Revenue Bonds 73,401 279,000 352,401 Tom 194,423 532,636 727,059 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. 239 Capital Improvement Plan 2025 thru 2027 City of Corpus Christi, Texas Project# 23167 Project Name North Beach Eco Park(Design Only) Type Improvement/Additions Department Parks&Recreation / Useful Life 25 years Contact Director of Parks&Recreation = r Category Park improvements Priority Priority Level 1 = Council District 1 f Status Active '----------------•------ ------ Description This project would consist of design only of the Eco Park on North Beach. The project will include development an environmentally conscious park that will be home to healthy wetlands and wildlife,as well as trails,boardwalks,and observation decks with interpretive signs and educational resources. Justification To increase visibility and visitation to both the park and the City. Expenditures Prior Years 2025 2026 2027 Total Design 91,000 91,000 Eng,Admin Reimbursements 9,000 9,000 Total 100,000 100,000 Funding Sources Prior Years 2025 2026 2027 Total G.O. Bond 2022 100.000 100,000 Total 100,000 100,000 Budget Impact/Other 71 An assessment will be done upon completion of project to determine maintenance costs. 112 Capital Improvement Plan 2025 thru 2027 City of Corpus Christi, Texas Project# 22142 Mr> ProjectlName North Beach Drianage Improvements PROPOSEOCA p e Type Improvement/Additions Department Public Works-Storm Water oPAeH Useful Life 40 years Contact Director of Public Works Category Storm Water Priority Priority Level 1 Council District 1 Status Active PROJERNO.U111 HORN BEACH ORAJHAGEIMPROVEMENiS:AMENOMENRAJ Description North Beach has been a tourist destination for over 100 years.North Beach provides public access to beaches,boat launches,shopping stores, restaurants,and tourist attractions such as the Texas State Aquarium and US Lexington.North Beach experiences frequent flooding from a variety of sources to include tidal rises,rainfall,and drainage backflow.This project will include open channel improvements,roadside ditch improvements,and a new outfall near Timon Marsh,connecting to the future Eco Park. Justification North Beach area experiences flooding during storm and rain events causing damage to property and city infrastructure. Expenditures Prior Years 2025 2026 2027 Total Construction/Rehab 15,982,309 4,061,611 20,043,920 Design 1,254,480 1,254,480 Contingency 820,000 820,000 Wastewater-St 3,216,219 3,216,219 Water-St. 840,650 840,650 Eng,Admin Reimbursements 47,839 1,123,130 438,389 1,609,358 Total 1,302,319 21,982,308 4,500,000 27,784,627 Funding Sources Prior Years 2025 2026 2027 Total Certificates of Obligation(New) 4,500,000 4,500,000 Certificates of Obligation(Prior) 6,000,000 6,000,000 G.O. Bond 2018 (18007, 18033, 18162) 2,908,740 2,908,740 G.O. Bond 2022 (23167) 95,887 95,887 G.O. Bond 2024 (25408) 3,000,000 3,000,000 General Fund(Prior) 47,839 1,952,161 2,000,000 Grant-American Rescue Act 1,254,480 3,745,520 5,000,000 Revenue Bonds 4,280,000 4,280,000 Total 1,302,319 21,982,308 4,500,000 27,784,627 Budget Impact/Other 71 An assessment will be conducted at the conclusion of this project to determine maintenance costs.Projects 18007 Beach Avenue(Dead end at Gulfbreeze),18033 North Beach Area Primary Access,18162 North Beach Gulfspray,23167 North Beach Eco Park,&25408 North Beach Road Improvements funds will be utilized for the fundin2 of proiect 22142 00 30 01 BID FORM Project North Beach Drainage,Street,and Eco Park Improvements Name: Project 18007,18162, 22142,23167 Number: Owner: City of Corpus Christi OAR: Designer:I Lockwood,Andrews&Newnam,Inc. By its signature below,Bidder accepts all of the terms and conditions of the Bid Acknowledgement,acknowledges receipt of all Addenda to the Bid and agrees,if this Bid is accepted,to enter into a Contract with the Owner and complete the Work in accordance with the Contract Documents for the Bid price. Bidder: Mako Contracting LLC (full legal name of Bidder) Signature: g� �Y�j/�.YL (signature of person with authority to bind the Bidder) Name: Gabriel Goodman (printed name of person signing Bid Form) Title: President (title of person signing Bid Form) Attest: (signature) State of Residency: Texas Federal Tx ID No. 36-4717006 Address for Notices: 1526 Holly Rd Corpus Christi TX 78417 Phone: 361-561-6256 Email: GG@makocontracting.com Basis of Bid Item DESCRIPTION UNIT ESTIMATED UNIT PRICE EXTENDED AMOUNT QUANTITY Base Bid 1 Part A-GENERAL(per SECTION 0129 01 MEASUREMENT AND BASIS FOR PAYMENT) Al MOBILIZATION(5%MAX) AL 1 $45,000.00 $45,000.00 A2 BONDS AND INSURANCE(2%MAX) AL 1 $216,000.00 216,000.00 A3 TEMPORARY TRAFFIC CONTROL DEVICES MO 18 $28,000.00 $504,000.00 A4 TEMPORARY TRAFFIC CONTROL PLANS LS 1 $25,000.00 $25,000.00 A5 STORMWATER POLLUTION PREVENTION PLAN LS 1 $100,000.00 $100,000.00 A6 EXPLORATORY EXCAVATIONS(UP TO 6-FT OF COVER) LS 1 $20,000.00 20,000.00 A7 OZONE ACTION DAY DAY 9 $1.00 9.00 A8 SILT FENCE LF 18,175 $4.25 77,243.75 A9 CURB INLET PROTECTION EA 14 $100.00 $1,400.00 A10 HAY BALE GRATE INLET PROTECTION BARRIER EA 5 $150.00 $750.00 All ISTABILIZED CONSTRUCTION ENTRANCE EA 1 $3,500.00 $3,500.00 Al2 ROCK FILTER DAM EA 1 $200.00 $200.00 A13 FILTER FABRIC BARRIER-V-DITCH LF 750 $10.00 $7,500.00 A14 FILTER FABRIC BARRIER-TRAPEZODI AL-DITCH LF 60 $10.00 $600.00 SUBTOTAL PART A-GENERAL(Items Al thru A7) $1,001,202.75 Part B-CANAL(per SECTION 0129 01 MEASUREMENT AND BASIS FOR PAYMENT) Bid Form 00 30 01-Page 1 of 5 North Beach Drainage,Stret,and Eco Park Improvements Addendum 1 Project Number18007,18162,22142,23167 Addendum No. 1 Rev8/2019 00 30 01 BID FORM Item DESCRIPTION UNIT ESTIMATED UNIT PRICE EXTENDED AMOUNT QUANTITY B1 EXCAVATION OF CANAL CY 31,400 $22.000 $690,800.00 B2 CONTROL OF GROUNDWATER/DEWATERING LS 1 $200,000.000 $200,000.00 B3 ROUGH GRADING/COMPACTION OF LINEAR PARK CY 71,000 $5.000 $355,000.00 B4 PREPARATION/COMPACTION OF EMBANKMENT CY 7,700 $15.000 $115,500.00 B5 SOIL RETENTION BLANKET(CL 1,TY A) SY 26,000 $4.500 $117,000.00 B6 HYDROMULCH SEEDING SY 22,901 $1.500 $34,351.50 B7 CONSTRUCTED WETLAND AQUATIC PLANTINGS SF 14,000 $5.000 $70,000.00 B8 GABION BASKET RETAINING WALL CY 2,700 $400.000 $1,080,000.00 SUBTOTAL PART B-CANAL(Items B1 thru B8)1 $2,662,651.50 Part C-DRAINAGE IMPROVEMENTS(per SECTION 0129 01 MEASUREMENT AND BASIS FOR PAYMENT) Cl CLEANING&REGRADING ROADSIDE DITCH(TYPE 1) LF 5,500 $8.00 $44,000.00 C2 EXCAVATE/GRADE ROADSIDE DITCH(TYPE 1) LF 13,800 $16.50 $227,700.00 C3 EXCAVATE/GRADE ROADSIDE DITCH(TYPE 2) LF 2,200 $20.00 $44,000.00 C4 4'x 2'REINFORCED CONCRETE BOX(RCB)(SEAGULL BLVD) LF 420 $897.00 $376,740.00 C5 4'x 2'REINFORCED CONCRETE BOX(RCB)(TIMON BLVD) LF 200 $897.00 $179,400.00 C6 10'x 6'REINFORCED CONCRETE BOX(RCB)(OUTFALL) LF 130 $2,702.50 $351,325.00 C7 18"RCP(CLASS IV)(CROSS CULVERTS) LF 3,050 $178.25 $543,662.50 C8 SAFETY END TREATMENT(SET)@ 18" RCP EA 178 $3068.00 $546,104.00 C9 ROCK RIPRAP OUTFALL PROTECTION CY 310 $150.00 $46,500.00 C10 24"RCP(CLASS IV)(STREET DRAINAGE) LF 2,055 $189.75 $389,936.25 C11 ICURB INLET EA 8 $8,625.00 $69,000.00 C12 18"RCP(CLASS IV)DRIVEWAY CULVERTS LF 1,380 $178.25 $245,985.00 C13 GRATE INLET EA 33 $9,487.50 $313,087.50 C14 4'DIA.PRECAST MANHOLE EA 8 $8,500.00 $68,000.00 C15 DEBRIS CAGE(SW OUTFALLS) EA 24 $5,000.00 $120,000.00 C16 UNANTICIPATED STORMWATER IMPROVEMENTS AL 1 $ 100,000.00 $100,000.00 C17 WINGED HEADWALL FOR 4'X2'RCB CULVERTS AT SEAGULL BLVD EA 6 $25,000.00 $150,000.00 C18 WINGED HEADWALL FOR DUAL 4'X2'RCB CULVERTS AT SEAGULL BLVD AND EA 5 TIMON BLVD $25,000.00 $125,000.00 C19 3'X3'GRATE INLET FOR 4'X2'RCB CULVERTS AT SEAGULL BLVD EA 4 $10,925.00 $43,700.00 C20 STORMWATER JUNCTION BOX EA 7 $14,375.00 $100,625.00 SUBTOTAL PART C-DRAINAGE IMPROVEMENTS(Cl THRU C19) $4,084,765.25 Part D-PARK AND BEACHFRONT IMPROVEMENTS(per SECTION 01 29 01 MEASUREMENT AND BASIS FOR PAYMENT) D1 REMOVE EXISTING ELECTRICAL POLES EA 6 $3,000.000 $18,000.00 D2 REMOVE EXISTING LIGHT POLES EA 14 $3,500.000 $49,000.00 D3 REMOVE EXISTING ASPHALT PAVEMENT SY 2,400 $5.500 $13,200.00 D4 REMOVE TREE INCLUDING ROOT BALL EA 14 $1,000.000 $14,000.00 D5 FINE GRADING SY 33,610 $7.000 $235,270.00 D6 SHELL AGGREGATE CONCRETE SY 475 $150.000 $71,250.00 D7 8'WIDE CONCRETE SIDEWALK SY 4,000 $75.000 $300,000.00 D8 10'WIDE CONCRETE SIDEWALK SY 5,380 $75.000 $403,500.00 D9 CABLE BARRIER SYSTEM LF 2,310 $75.000 $173,250.00 D10 CONCRETE SIDEWALK REPAIR SF 120 $15.000 $1,800.00 D11 I DUNE BERMS(3'-4'HEIGHT) SY 1,400 $20.000 $28,000.00 D12 PARK LIGHTING: LIGHT POLE 8 FT HEIGHT EA 93 $7,000.000 $651,000.00 D13 PARK LIGHTING:BOLLARD LIGHTS EA 20 $3,500.000 $70,000.00 D14 POWER POLE WITH METER AND DISCONNECT EA 3 $20,000.000 $60,000.00 D15 ELECTRICAL PANEL EA 4 $20,000.000 $80,000.00 D16 BLOCK SODDING SY 6,415 $14.000 $89,810.00 D17 HYDROMULCH SEEDING SY 27,195 $6.250 $169,968.75 D18 LANDSCAPE(PALM TREE) EA 30 $1,500.000 $45,000.00 D19 LANDSCAPE(PALM TREE IN PLANTER FOR CONCRETE AREAS) EA 12 $2,500.000 $30,000.00 D20 LANDSCAPE(HONEY MESQUITE) EA 19 $5,000.000 $95,000.00 D21 LANDSCAPE(CREPE MYRTLE TREE) EA 37 $2,500.000 $92,500.00 Bid Form 00 30 01-Page 2 of 5 North Beach Drainage,Stret,and Eco Park Improvements Addendum 1 Project Number18007,18162,22142,23167 Addendum No. 1 Rev8/2019 00 30 01 BID FORM Item DESCRIPTION UNIT ESTIMATED UNIT PRICE EXTENDED AMOUNT QUANTITY D22 LANDSCAPE(NATIVE SHRUB) EA 100 $100.000 $10,000.00 D23 LANDSCAPE(GROUND COVER) SY 560 $20.000 $11,200.00 D24 PREPARE AREA FOR WETLAND PLANTING(CANAL OUTFALL AREA) CY 9,500 $12.000 $114,000.00 D25 IWETLAND AQUATIC PLANTINGS(LINEAR PARK&OUTFALL) I SF 50,000 1.00 $50,000.00 D26 ALLOWANCE FOR PUBLIC ART/CULTURAL EXHIBITS AL 1 $ 100,000.00 $100,000.00 D27 JALLOWANCE FOR WAYFINDING AND EDUCATIONAL SIGNAGE AL 1 $ 50,000.00 $50,000.00 SUBTOTAL PART D-PARK AND BEACHFRONT IMPROVEMENTS(D1 THRU D22) 3,101,748.75 Part E-STREET 1 ACCESS 1 ADA IMPROVEMENTS(per SECTION 01 29 01 MEASUREMENT AND BASIS FOR PAYMENT) E1 FULL DEPTH SAW CUT FOR REMOVAL LF 499 $12.00 $5,988.00 E2 REMOVE STABLIZED BASE&ASPHALT PAVEMENT(16") SY 13,495 $12.00 $161,940.00 E3 REMOVE EXISTING CONCRETE DRIVEWAYS SY 1,365 $45.00 $61,425.00 E4 REMOVE EXISTING ASPHALT DRIVEWAYS SY 675 $20.00 $13,500.00 E5 REMOVE EXISTING GRAVEL DRIVEWAYS SY 905 $20.00 $18,100.00 E6 DRIVEWAYS(CONC) SY 1,365 $100.00 $136,500.00 E7 DRIVEWAYS(ASPHALT) SY 675 $80.00 $54,000.00 E8 DRIVEWAYS(GRAVEL) SY 905 $50.00 $45,250.00 E9 SELECT FILL CY 2,567 $22.00 $56,474.00 E10 CEMENT TREAT(SUBGRADE)(8") SY 13,670 $19.50 $266,565.00 E11 FL BS(CMP IN PLACE)(TY A GR 1-2)(8") SY 13,670 $36.00 $492,120.00 E12 GEOGRID SY 13,670 $5.00 $68,350.00 E13 PRIME COAT(MC-30)(0.15 GALLONS/SY) GAL 2,051 $9.82 $20,135.91 E14 3" D-GR HMATY-B TON 2,062 $222.00 $457,857.24 E15 2.5" D-GR HMATY-D TON 1,732 $217.58 $376,942.12 E16 CONC CURB&GUTTER(TY A) LF 4,300 $25.00 $107,500.00 E17 CONC SIDEWALKS(5'WIDTH X 4'THICK) SY 905 $75.00 $67,875.00 E18 CONC SIDEWALKS(10'WIDTH X 4"THICK) SY 2,255 $75.00 $169,125.00 E19 PAINTED STEEL BOLLARDS EA 8 $800.00 $6,400.00 E20 ADA CURB RAMPS EA 34 $2,500.00 $85,000.00 E21 ALLOWANCE FOR STRIPING(STREET&PEDESTRIAN) AL 1 $ 20,000.00 $20,000.00 E22 ALLOWANCE FOR STREET SIGNAGE AL 1 $ 25,000.00 $25,000.00 E23 JALLOWANCE FOR UNANTICIPATED STREET IMPROVEMENTS AL 1 $ 50,000.00 $50,000.00 SUBTOTAL PART E-STREET/ACCESS/ADA IMPROVEMENTS(E1 THRU E23) $2,766,047.27 PART F-STRUCTURAL(per SECTION 0129 01 MEASUREMENT AND BASIS FOR PAYMENT) F1 ALLOWANCE FOR PRE-ENGINEERED/PRECAST VEHICULAR BRIDGE AT AL 1 $ 910,000.00 $910,000.00 GULFSPRAY AVE. F2 ALLOWANCE FOR PRE-ENGINEERED/PRECAST VEHICULAR BRIDGE AT BEACH AL 1 $ 1,010,000.00 $1,010,000.00 AVE. SUBTOTAL PART F-STRUCTURAL(Items F1 thru F6) $1,920,000.00 Part G- WATER UTILITY IMPROVEMENTS(per SECTION 0129 01 MEASUREMENT AND BASIS FOR PAYMENT) G1 TRENCH SAFTEY FOR WATERLINES(0 TO 10 FT DEEP) LF 780 $10.93 $8,525.40 G2 DEWATERING LS 1 $250,000.00 $250,000.00 G3 ADJUST WATER METER,VALVE&VALVE BOX EA 15 $1,840.00 $27,600.00 G4 REMOVE EXISTING WATER PIPE LF 600 $27.60 $16,560.00 G5 CUT AND PLUG WATER MAIN(12IN) EA 4 $3,392.50 $13,570.00 G6 WATER MAIN PIPE(PVC)(12IN)(C-900) LF 180 $172.50 $31,050.00 G7 PROVIDE 45 DEG BEND-12"DIA EA 8 $3,392.50 $27,140.00 G8 PROVIDE 12"X12"TAP SLV&VALVE EA 4 $13,225.00 $52,900.00 G9 CUT AND PLUG WATER MAIN(8IN) EA 6 $2,817.50 $16,905.00 G10 WATER MAIN PIPE(PVC)(8IN)(C-900) LF 320 $120.75 $38,640.00 G11 PROVIDE 45 DEG BEND-8" DIA EA 12 $2,760.00 $33,120.00 G12 PROVIDE 90 DEG BEND-8"DIA EA 2 $2,990.00 $5,980.00 G13 PROVIDE 8"X6"TAP SLV&VALVE EA 1 $10,925.00 $10,925.00 G14 WATER MAIN PIPE(PVC)(6IN)(C-900) LF 600 $112.70 $67,620.00 Bid Form 00 30 01-Page 3 of 5 North Beach Drainage,Stret,and Eco Park Improvements Addendum 1 Project Number18007,18162,22142,23167 Addendum No. 1 Rev8/2019 00 30 01 BID FORM Item DESCRIPTION UNIT ESTIMATED UNIT PRICE EXTENDED AMOUNT QUANTITY G15 PROVIDE 6"x6"TAP SLV& VALVE EA 8 $10,120.00 $80,960.00 G16 REMOVING AND SALVAGING FIRE HYDRANT EA 31 $1,092.50 $33,867.50 G17 CUT AND PLUG WATER MAIN(61N) EA 8 $2,300.00 $18,400.00 G18 IADJUST WATER SERVICE CONNECTIONS EA I 1 $1,840.00 $1,840.00 G19 UNANTICIPATED WATER UTILITY IMPROVEMENTS AL 1 $ 50,000.00 $50,000.00 G20 16"DIA.STEEL CASING(1/4"MIN WALL THICKNESS)WITH END SEALS AND LF 50 CASING SPACERS FOR 8"WATERLINE BY OPEN-CUT $402.50 $20,125.00 SUBTOTAL PART F-WATER UTILITY IMPROVEMENTS(G1 THRU G19) $805,727.90 Part H-WASTEWATER IMPROVEMENTS(per SECTION 01 29 01 MEASUREMENT AND BASIS FOR PAYMENT) H1 TRENCH SAFTEY FOR WATERLINES(0 TO 10 FT DEEP) LF 4,610 $12.00 $55,320.00 H2 DEWATERING LS 1 $276,575.00 $276,575.00 H3 REMOVE EXISTING MANHOLE(SANITARY SEWER) EA 4 $7,360.00 $29,440.00 H4 REMOVE EXISTING SANITARY SEWER PIPE LF 2,500 $51.75 $129,375.00 H5 NEW SANITARY MANHOLE EA 11 530.130.00 $331,430.00 H6 SANITARY SEWER PIPE(PVC)(C900)(18") LF 4,050 $322.00 1 239 700.00 H7 SANITARY SEWER PIPE(PVC)(C900)(12") LF 200 $287.50 $57,500.00 H8 SANITARY SEWER PIPE(8")(FORCE MAIN) LF 560 5120.75 $67,620.00 H9 REMOVE EXISTING SEWER LIFT STATION LS 2 540,250.00 $80,500.00 H10 REMOVE EXISTING BRICK PRIVACY WALL LS 2 55,000.00 10 000.00 H11 SANITARY SEWER LIFT STATION(PRE-ENGINEERED PACKAGE,COMPLETE) LS 1 $661,250.00 $661,250.00 H12 CMU LIFT STATION PRIVACY WALL SF 189 $100.00 $18,900.00 H13 UNANTICIPATED WASTEWATER IMPROVEMENTS AL 1 $ 50,000.00 $50,000.00 H14 ALLOWANCE TO MODIFY SANITARY SEWER SYSTEM ALONG SEAGULL BLVD AND AL 1 $ 75,000.00 $75,000.00 TREASURE AVE IF DEEMED NECESSARY SUBTOTAL PART H-WASTEWATER IMPROVEMENTS(HI THRU H14)1 $3,082,610.00 TOTAL PROJECT BASE BID(PARTS A THRU H) 1 $19,424,753.42 ADDITIVE ALTERNATE 1-ADDITIONAL ECO PARK IMPORVEMENTS(per SECTION 0129 01 MEASUREMENT AND BASIS FOR PAYMENT) J1 MOBILIZATION(5%MAX) AL 1 $70,000.00 $70,000.00 J2 BONDS AND INSURANCE(2%MAX) AL 1 $24,000.00 $24,000.00 J3 STORMWATER POLLUTION PREVENTION PLAN LS 1 $10,000.00 $10,000.00 J4 EXPLORATORY EXCAVATIONS(UP TO 6-FT OF COVER) LS 1 $5,000.00 $5,000.00 J5 OZONE ACTION DAY DAY 10 $1.00 $10.00 J6 REMOVE EXISTING ELECTRICAL POLES EA 6 $3,500.00 $21,000.00 J7 REMOVE EXISTING ASPHALT PAVEMENT SY 940 $12.00 $11,280.00 J8 SITE GRADING FOR PARKING,ECO PARK,&WETLANDS SY 46,940 $5.00 $234,700.00 J9 CEMENT TREAT(SUBGRADE)(8")@ PARKING LOT SY 7,250 $18.60 $134,850.00 J10 FLEXIBLE BASE(TY A GR 1-2)(8")@ PARKING LOT SY 7,250 $32.00 $232,000.00 J11 GEOGRID @ PARKING LOT SY 7,250 $5.00 $36,250.00 J12 PRIME COAT(MC-30)(0.15 GALLONS/SY)@ PARKING LOT GAL 1,088 $9.80 $10,657.50 J13 3" D-GR HMATY-B @ PARKING LOT TON 956 $222.00 $212,320.80 J14 2.5"D-GR HMATY-D @ PARKING LOT TON 803 $218.00 $175,136.84 J15 CONCRETE SIDEWALK SY 1,460 $75.00 $109,500.00 J16 1HYDROMULCH SEEDING AC 3 $8,500.00 $25,500.00 J17 CABLE BARRIER SYSTEM LF 1,410 $75.00 $105,750.00 J18 BURIED ELECTRIC CONDUITS AND CONDUCTORS FOR PARK LIGHTING LF 500 $25.00 $12,500.00 J19 PREPARE AREA FOR WETLAND PLANTING SY 22,250 $9.00 $200,250.00 J20 WETLAND AQUATIC PLANTINGS SF 27,700 $30.00 $831,000.00 J21 PARK LIGHTING:LIGHT POLE 8 FT HEIGHT EA 11 $7,000.00 $77,000.00 J22 PARKING LOT LIGHTING EA 4 $7,000.00 $28,000.00 J23 POWER POLE WITH METER AND DISCONNECT EA 1 $20,000.00 $20,000.00 J24 JELECTRICAL PANEL EA 1 $20,000.00 $20,000.00 Bid Form 00 30 01-Page 4 of 5 North Beach Drainage,Stret,and Eco Park Improvements Addendum 1 Project Number18007,18162,22142,23167 Addendum No. 1 Rev8/2019 00 30 01 BID FORM Item DESCRIPTION UNIT ESTIMATED UNIT PRICE EXTENDED AMOUNT QUANTITY J25 ALLOWANCE FOR WAYFINDING AND EDUCATIONAL SI GNAG E AL 1 $ 50,000.00 $50,000.00 J26 WOODEN BENCH EA 20 $2,160.00 $43,200.00 J27 TRASH RECEPTACLE EA 20 $3,500.00 $70,000.00 SUBTOTAL ADDITIVE ALTERNATE A-ADDITIONAL PARK IMPROVMENTS(J1 THRU J29)1 $ 2,769,905.14 ADD ALT 2-LINEAR PARK PEDESTRIAN CROSSINGS K1 MOBILIZATION(5%MAX) AL 1 $50,000.00 $50,000.00 K2 BONDS AND INSURANCE(2%MAX) AL 1 $17,500.00 $17,500.00 K3 ALLOWANCE FOR PRE-ENGINEERED STEEL PEDESTRIAN BRIDGE STA.39+42 AL 1 $ 500,000.00 $500,000.00 K4 ALLOWANCE PRE-ENGINEERED STEEL PEDESTRIAN BRIDGE STA.8+66 AL 1 $ 550,000.00 $550,000.00 SUBTOTAL ADDITIVE ALTERNATE B-LINEAR PARK IMPORVMENTS(K1 THRU K4) $1,117,500.00 ADD ALT 3-ECO-PARK STRUCTURES L1 MOBILIZATION(5%MAX) AL 1 $35,000.00 $35,000.00 L2 BONDS AND INSURANCE(2%MAX) AL 1 $12,750.00 $12,750.00 L3 STORMWATER POLLUTION PREVENTION PLAN LS 1 $10,000.00 $10,000.00 L4 OZONE ACTION DAY DAY 10 $1.00 $10.00 L5 WOODEN ADA COMPLIANT BIRD WATCH PLATFORM LS 1 $29,670.00 $29,670.00 L6 WOODEN ADA COMPLIANT 5'WIDE BOARDWALK WITH HANDRAILS(2'ABOVE LF 775 $700.00 $542,500.00 GRADE,TYP) L7 IWOODEN ADA COMPLIANT 5'WIDE RAMPS I EA 1 6 1 $26,450.00 $158,700.00 SUBTOTAL ADDITIVE ALTERNATE C-ECO PARK STRUCTURES(L1 THRU 1.7) $788,630.00 TOTAL ADDITIVE ALTERNATIVES(PARTS J THROUGH L) TOTAL PROJECT BID(PARTS A THRU L) Bid Form 00 30 01-Page 5 of 5 North Beach Drainage,Stret,and Eco Park Improvements Addendum 1 Project Number18007,18162,22142,23167 Addendum No. 1 Rev8/2019 AA-AKO CON T RA C T I N G Gabriel Goodman 1526 Holly Rd Corpus Christi, Tx 78417 gq(a-makocontracting.com December 3, 2024 Clarissa Johnson City of Corpus Christi- Finance & Procurement 1201 Leopard St, 1 st Floor Corpus Christi, Tx 78401 clarissama-cctexas.com Subject: North Beach Drainage, Street, and Eco Park Improvements Dear Mrs. Johnson, Mako Contracting, LLC submitted both Hard Copy and CivCast Electronic Bids with conflicting line items for the North Beach Drainage, Street and Eco Park Improvement project. Mako Contracting is requesting the City accept the Hard Copy Bid and consider it to be the accurate and final bid form. We appreciate both your time and consideration. Sincerely, Gabriel Goodman Mako Contracting, LLC lb Project Location A. O •y w�,i A m i f Location Map00 sedGULL ~ o PROPOSED CANAL a L 0 SEAGULL .6•y.� V ., Qo - n' li nMON ECO PARK o GU BREEZE w • w PROJECT NO.22142-NORTH BEACH DRAINAGE IMPROVEMENTS • 18007-BEACH AVENUE-DEAD END-GULFBREEZE TO CAUSEWAY BOULEVARD CITY COUNCIL EXHIBIT • 18162-NORTH BEACH-GULFSPRAY AVENUE-PEDESTRIAN/BIKE ACCESS CITY OF CORPUS CHRISTI,TEXAS • 23167-NORTH BEACH ECO PARK DEPARTMENT OF ENGINEERING SERVICES �y Corpus Chr sti Engineering North Beach Drainage Improvements, Beach Ave, Gulf spray Ave, & Eco Park Council Presentation December 10, 2024 North Beach Drainage Improvements, Beach Ave, Gulfspray Ave, & Eco Park A C*Csid Project Location Engineering Prwd Location - - x k" x zT r Location Map Q a G PROPOSED ROPOSED CANA � � � g sucllu _ � YIrMN1 � ECO PARK g,�. - i y� Vr gay wRisWE PROJECT N0.22142-NORTH BEACH DRAINAGE IMPROVEMENTS:AMENDMENT.9 • 16007-BEACH AVENUE-DEAD END-GULFBREEZETO CAUSEWAY BOULEVARD CITY COUNCIL EXHIBIT • 18762-NORTH BEACH-GULFSPRAY AVENUE-PEDESTRIAN/BIKE ACCESS CITY OF CORPUS CHRISTI,TEXAS • 23167-NORTH BEACH ECO PARK DEPARTMENT OF ENGINEERING SERVICES '� 2 North Beach Drainage Improvements, Beach Ave, Gulfspray Ave, & Eco Park co SUS hhleU Scope of Work Engineering - P Motion awarding a construction contract to Mako Contracting of Corpus Christi, Texas, for the construction of the North Beach canal project, the reconstruction of Beach Ave, Gulfspray Ave, the new Eco Park facilities and utility improvements, located in Council District 1 , in an amount not to exceed $24,100,788.56. The proposed improvements includes the listed below item Central Drainage Canal: • 4,600 linear feet • A concrete pedestrian walking path on both sides of the canal • Landscaping • Lighting • Benches • Pedestrian bridges over the canal for walkability and parks connectivity • Wastewater & Water improvements/relocations for canal accommodation • Peripheral ditch system for accelerated drainage North Beach Drainage Improvements, Beach Ave, Gulfspray Ave, & Eco Park co SUS hhretl Scope of Work Cont'd Engineering Beach Ave Reconstruction: • An additional southbound lane from E. Causeway to Timon • Upgraded signage, pavement markings, ADA, utilities • New stormwater infrastructure • 5-ft Sidewalks Gulfspray Ave Reconstruction: • Aten-foot-wide multi-use path • Upgraded signage, pavement markings, ADA, utilities • New stormwater infrastructure Eco Park • New observation tower • Shade Structures • Restrooms • Access Road & Boardwalks • Wetland remediation North Beach Drainage Improvements, Beach Ave, Gulfspray Ave, & Eco Park Corp*Chlsd Project Schedule Engineering 2021-2023 20241 1 July - Dec Jan - December February -Aug Design Bid/Award Construction Projected Schedule reflects City Council award in December 2024, with anticipated design completion by August 2026. se 0 0 PH o AGENDA MEMORANDUM NCORPO0.1¢ Action item for the City Council Meeting of December 10, 2024 1852 DATE: December 2, 2024 TO: Peter Zanoni, City Manager FROM: Arturo Marquez, CEcD, Ms. Econ, Director of Economic Development ArturoM 3(o-)-cctexas.com 361-826-3885 Approval of a 380 incentive agreement for the development of Calallen Town Center44 CAPTION: Resolution authorizing a Chapter 380 Economic Development Agreement between the City of Corpus Christi, Texas and 2AVH Calallen, LP; which will provide for ad valorem and sales tax rebates not to exceed a total of$5,200,000.00 pursuant to Texas Local Government Code Section 380.001 et seq. SUMMARY: This motion authorizes an agreement with 2AVH Calallen LP in the amount of up to $5,200,000 for the development of the Calallen Town Center. This project will develop 27 acres into a 120,000 square feet junior box retail center with pad sites for retail or restaurants and a small retail center at approximately 14,000 square feet for local and small businesses. BACKGROUND AND FINDINGS: 2AVH Calallen LP is the owner of the property located at the Northwest corner of 1-69 and CR52. This project will develop a greenfield site within the City limits into a large multi-tenant retail center. The developer anticipates the total project investment to be approximately $53,800,000 which includes 3 phases. Phase 1 will include the entire site's utility work, drainage, excavation and fill, site access, and the majority of the flatwork. Additionally, two casual sit-down restaurants will be constructed along 1-69. Phase 2 will consist of four pad site developments for retail or restaurants and an approximate 14,000 square feet retail strip center. Phase 3 will consist of a 120,000 SF junior box retail center with a retail mix of clothing, beauty products, and a national anchor retail store. Phase 1 & 2 are expected to be completed in 2026 with phase 3 anticipated to be completed by the end of 2027. This project will develop a strategic piece of land along the City's 1-69 corridor in Calallen. The highest and best use for this property is retail and, due to its location, will draw in hundreds of thousands of customers annually from outside the City limits while bringing in additional sales tax dollars. Retail development in Calallen is in a unique position in that it captures a large customer base from the surrounding area which is outside the City limit. This population can choose between the same, if not, shorter drive to Portland and their fast-growing retail corridor versus La Palmera Mall, Moore Plaza, and the surrounding retailers within the City limit for their shopping needs. While this project is a greenfield development, it is considered an infill project since it is turning this land into its highest and best use within the City limits. It is important for the City to encouraging and facilitate these types of developments as they can often be cost effective to the City since they are located within existing City infrastructure (Streets, Water, Wastewater, and Gas) and within the purview of exiting City Services (Police, Fire, Code, & Infrastructure Maintenance Schedules). The City currently collects $489 in property taxes on these two properties with an additional $739 collected for other taxing entities. This development is projected to generate approximately $2,130,000 in City property taxes over 10 years upon completion. In addition, approximately $5,200,000 will be generated for Nueces County, Del Mar College, and Calallen ISD. Additionally, the City and other taxing entities will be able to capitalize on three years of roll back on the removal of the agricultural exemption when the development begins. The property currently does not generate any sales tax. Over the 10 year period, an estimated $7,400,000 in Sales Tax will be collected by the City's General Fund. In addition, $3,700,000 will be collected by Type A/B & Crime Control District combined. The Developer is requesting a reimbursement of up to $5,200,000 from the tax increment through City property tax and sales tax generated from the development to offset $11,000,000 in new utility infrastructure. The Developer will be reimbursed annually in an amount not to exceed $5,200,000 or 10 years, whichever occurs first. ALTERNATIVES: City Council could not approve this agreement or limit the incentive amount. FISCAL IMPACT: There is no fiscal impact in the current fiscal year. Based on an estimated completion date, the first incentive payment is anticipated to be paid during fiscal year 2027 and will be a rebate of property taxes paid and sales tax collections on the entire property. RECOMMENDATION: City Staff recommends authorizing this agreement. LIST OF SUPPORTING DOCUMENTS: 380 Developer Agreement Presentation Resolution authorizing a Chapter 380 Economic Development Agreement between the City of Corpus Christi, Texas and 2AVH Calallen, LP; which will provide for ad valorem and sales tax rebates not to exceed a total of $5,200,000.00 pursuant to Texas Local Government Code Section 380.001 et seq. WHEREAS, Chapter 380 of the Texas Local Government Code authorizes a municipality to make grants to promote state or local economic development and to stimulate business and commercial activity in the municipality; WHEREAS, 2AVH Calallen, LP, has proposed to develop approximately 25.2 acres of land within the City of Corpus Christi, Texas as described in Exhibit A, attached hereto; WHEREAS, 2AVH Calallen, LP, will secure Statewide Retailers and Full Service Restaurants for its development which will create jobs, stimulate business and commercial activity for the City; and WHEREAS, 2AVH Calallen, LP has applied for incentives through a Chapter 380 agreement, which would provide reimbursement payments over 10 years in the amount not to exceed $5,200,000.00 based on percentages of the amount of ad valorem tax and sales tax that the 2AVH Calallen, LP pays on the economic development improvements to the property; and WHEREAS, the City recognizes the positive economic impact that the proposed Chapter 380 agreement will have on the City through creation of jobs, stimulation of business and commercial activity in the City, and increased tax revenues related to the construction of the proposed project; 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 project. SECTION 2. That the City Manager or designee is authorized to execute a Chapter 380 agreement with 2AVH Calallen, LP, in the total amount not to exceed $5,200,000.00 in ad valorem and sales tax grants for the economic development of approximately 25.2 acres of land within the City of Corpus Christi, Texas for Statewide Retailers and Full Service Restaurants. SECTION 3. That 2AVH Calallen, LP shall complete construction of this project by December 31, 2027, or the 380 Economic Development Incentive Agreement will terminate. SECTION 4. That under this 380 economic development incentive, once construction is complete, the CITY will rebate 75% of ad valorem taxes paid by 2AVH Calallen, LP that are attributable to the project. 1 SECTION 5. That under this 380 economic development incentive, the CITY will rebate .005 sales tax which is '/2 of .01 cent of "City Operations Sales Tax" paid by 2AVH Calallen, LP that are attributable to the project. There shall be no reimbursement to 2AVH Calallen, LP from the sales tax allocated (now or in the future) to a Type A or Type B corporation, a crime control district, a municipal development district, a municipal development corporation, a district for fire control, prevention or emergency medical services or to any other district, corporation or entity. There will also be no reimbursement to 2AVH Calallen, LP from a sales tax for property tax relief, for a sports or community venue project, for a metropolitan or rapid transit authority, for street maintenance, or for any other use that is limited by state law. SECTION 6. That this 380 economic development incentive to 2AVH Calallen, LP, will terminate upon the earlier to occur of: (i) December 31 , 2036; (ii) 2AVH Calallen, LP 's receipt of the total Chapter 380 Payments equal to the Maximum Payment Amount of up to $5,200,000.00; or (iii) earlier termination in accordance with the terms of the Chapter 380 Economic Development Incentive Agreement. PASSED AND APPROVED on the day of , 2024. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Paulette M. Guajardo City Secretary Mayor 2 Bxis Siwecug ol ALTA/NSPS SURVEY OF AS.'IY ACRETRACP BEING OUT OP LOT B,HLOCK I,"NUECESRIVER IliRIGATION PARK SUBDMSION',ASSHOWN ON THE PLAT RECORDEDINVOLUME"A'",PAGE 54,MAP _.... 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I sm®a�smxuaxcmmmv.xaxxswx�snavexucveu„ouou 0 / a �g `� Mr •ea a� a /0 OLFO.ON. T�,, S _ Fivemrvevuuxmssm'vmumrmoxcasxwrnsww' suaver. w.w.uxmu.wi'.ua�ov.a.. a�m „ e eg � .��, nu0xoa's�eewmm'revsuevev - m ®g" � -'� �crts'ar wwv va¢m me�u-rtjo t w¢cwu • OF F I C E OF ECONOMIC DEVELOPMENT Calallen Town Center Chapter 380 Agreement City Council Presentation December 10, 2024 ��Pus CHRs 4 i Y X Y J y ]852 +\ ra ® Calallen �alalLen - � , _�• Project Site kk Calallen Town Center Retail Development • 120,000+ SF Junior Box 6 Pad Sites (Restaurant/Retail) • 14,000+ SF Retail Strip Center 7 Acres `QITA Estimated Project Cost: $53,800,000 pd255 oa�ess T Current Zoning: Farm Rural (FR) IL Ag exemption on 21 Acres Remaining 6 Acres are partially. Q non-exempt Total taxes owed to City for E - m•� vi '��` 2024 = $489 Developer closed on the property in �011 November 2024 and has submitted an r _ •4s1� ,�. application for a zoning change Conceptual Rendering Estimated utility infrastructure costs = $11,000,000 Note: Hobby Lobby & existing parking lot are under separate ownership and are not part of this development or incentive structure 3 Proposed Site - - -------------------------- E— ------ too see In l) I ! I f ( I I 1 y I I I 1 f r + j 1 1 1 1 1 f I = a ! - + I I I 1 1 I 1 '✓ .� — 1 1 1 I I ' Y.s.vl 1 Y i. ,,,, . �� . • j1 I Y Y 1 Y Phase 1 Phase 2 Phase 3 Est. Est. Est. Completion: Completion: Completion: Quarter 4th Quarter 4 th Quarter 4 2026 2026 2027 Retail Trade Area qVTnfnrmati nn Walma($Au,�sticei3"r CMPp ?4q-PAta aTvffart Supercenter 3829 Interstate Highway 69 Access Rd,Corpus Christi,Texas 78410•October 1,2023-September 28,2024 Data) Visit Trends Traffic trends:Monthly J✓tsm 4oec.. Traffic trends:Weekly Al 1.5m rroec 17. 'rout visi]onw 2023 retals t...1. 2023 tlro pedad timep k d Estimetetl visitors N the venue per N kve� MPnrh Eslemafetl visitors to the venue per wah with month age:tag.vit h1sh.. week i<veiage'a93K M1ighest fom Irafn[ (wt[[afStt 35N 16QK- 3mK_ 13QK- 15 - tOQK- ®aN- 1s - emK- mN_ 6PK- SN- aoK- v m pp Hq� Mc Jm re4 APr N� BnP 2a]a .tl]] 2aaa Ztfaa aada m]a 2din mEa dqN pdo aV3e PbEI • 1 . 5M visitors per year • Average of 127K visitors per month • Average of 29K visitors per week • Calallen Town Center Retailers will have a similar customer base Retail Trade Area - Tnformati on (Based on Calallen -Mart Supercenter • 1.5M visitors per year to E the Calallen Wal-Mart Supercenter 33 0 of visitors are from Calallen, Annaville, and within the City limit • 67% of visitors are from - outside the City limit rillMs °° °"' 43 o are from the 7 cities and surrounding �a areas shown on the map P•o ��_ The other 24 o are from outside the City limit " and outside the areas identified on the map r,,. .2 10 Year Economic Impact Summary of Jubs i3ver 10 years to the City of Corpus Christi Impact Direct Spin-off Total Jobs Created 523 138 661 Community BenefitsOver 10 Annual Salaries/Wages $ 16.32M $ 6.5M $ 22.77M Years Salaries/Wages over 10 years $ 163.73M $ 64.67M $ 228.39M Taxing Entity Estimated Taxable Sales/Purchases in City $ 826.38M $ 9.7M $ 836.08M Collections City Property Tax $ 2,127,398 City General Fund $ Direct Benefits over 10 Years to the City of Corpus Christi Sales Tax 7,445,813 Benefits Total City Type A/B + Crime $ Sales Tax,Property Tax,Utility Revenue,Utility franchise fees,9 Control 3,722,907 Miscellaneous Taxes/fees $ 13.36M Nueces County $ Cost of Government 9 Utility Services $ (4.75M) 829,984 Calallen ISD $ Net Benefits 8.61M 3,617,585 Del Mar College $ 725,214 Total $ 18,468,901 lieDeveloper Re (::Tu e s t • Incentive etmount up to $ 5 200 000 over 10 years ; whichever occurs first ,, Reimbursement from increment of Property Tax & Sales Tax Estimated Tax Collections Incentive Payout Estimated City Property 9 Sales Tax Collections Timeline Estimated Constr.Cost/Development Phase Estimated City Pro ert Taxes Collected Total Phased Development Construction Cost 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Phase 1 $ 19,250.000 $ 54,729 $ 65,675 $ 71,146 $ 71,146 $ 76,621 $ 76,621 $ 82,094 $ 82,094 $ 87,567 $ 87,567 Phase 2 $ 11,950.000 $ 35,836 $ 43,004 $ 46,567 $ 46,567 $ 50,171 $ 50,171 $ 53,755 $ 53,755 $ 57,338 $ 57.338 Phase 3 $ 23,600,000 $ 14,155 $ 70,773 $ 64,926 $ 92,005 $ 92,005 $ 99,093 $ 99,083 $ 106,160 $ 106,160 $ 113,237 Total Constr.Cost $ 53,800,000 Total Cmly Tax Collections $104,721 $ 179,452 $ 207,664 $ 209,741 $ 218,798 $ 225,075 $ 234,931 $ 247,009 $ 251,065 $ 258,143 $ 2,127,399 Estimated Sales Revenue/Development Phase Estimated City Sales Tax Collected(1%Sales Tax) Total Phased Development Est.Sales Revenue 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Phase 1 $ 9,000,000 $ 90,000 $ 90,900 $ 31,803 $ 32.727 $ 93654 $ 94,591 $ 95,537 $ 93,492 $ 97.457 $ 98.432 Phase 2 $ 16,500,000 $ 165,000 $ 166,650 $ 168,317 $ 170.000 $ 17,700 $ 173,417 $ 175,151 $ 176.902 $ 178,671 $ 180,459 Phase 3 $ 51,000,000 $ 510,000 $ 515,100 $ 520,251 $ 525,454 $ 530,708 $ 536.015 $ 541,375 $ 546,789 $ 552,257 Total Sales Revenue $ 76,500,000 Total City Tax Collections $255,000 $ 767,550 $ 775,226 $ 782,978 $ 790,808 $ 798,716 $ 806,703 $ 814,770 $ 622,917 $ 831,147 $ 7,445,813 *Incentive payout will be capped at $5,200,000 or at the end of 10 years; whichever occurs first *Incentive Agreement will have a minimum appraised value provision of $26,900,000 Questions ? S Cam` O � r U NORPOfl Fi E ;8 AGENDA MEMORANDUM Motion Item for the City Council Meeting of December 101", 2024 DATE: December 101", 2024 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P.E., Director of Engineering Services 0effreye(a)cctexas.com (361) 826-3851 Arturo Marquez, Director of Economic Development arturom3(u-)-cctexas.com (361) 826-3885 Josh Chronley, CTCD, Assistant Director of Finance & Procurement 0oshc2(ucctexas.com (361) 826-3169 Professional Services Contract North Padre Island's Michael J. Ellis Seawall Improvements CAPTION: Motion authorizing a professional services contract with Hanson Professional Services of Corpus Christi, TX, for an amount not to exceed $1,181,870.00 for the design of the North Padre Island Michael J. Ellis Seawall Improvement Project, located in District 4, with FY 2025 funding available from Tax Increment Finance District #2 Fund. SUMMARY: This motion authorizes the approval of a professional services contract with Hanson Professional Services to perform design services for the Michael J. Ellis Seawall Improvement Project at North Padre Island. BACKGROUND AND PURPOSE: North Padre Island's Michael J. Ellis Seawall is a 4,200-linear-foot structure originally built in the late 1960's by the Padre Island Investment Corporation (PIIC). Although privately owned and maintained, public access to the seawall is guaranteed by a past judgement against PIIC and subsequent legislation. This creates the impression that the seawall is a public amenity that is in disrepair. The Micheal J. Ellis Seawall and Beach is a popular destination for both tourists and locals. The seawall sustained significant damage from Hurricane Allen in 1980. The seawall has fallen into disrepair over the years. Consistent superficial cracking and spalling are present along the seawall, exposing steel reinforcement in some areas. Due to its private ownership, repairs were not eligible for assistance under the FEMA Public Assistance (PA) Program. The adjoining owners had to assess themselves to make necessary repairs. To remedy this, the City desires to take legal responsibility for the seawall. This will allow the City to use public funding to rehabilitate the seawall and its contiguous promenade. During the council meeting of August 27, 2024, Council approved a motion to acquire easements for the North Padre Island Seawall Improvements project and acceptance of legal maintenance responsibility for the seawall. The City, being legally responsible for the seawall, would qualify for FEMA PA grants in the event of damage from a presidentially declared disaster. On April 11, 2024 the City hosted a town hall meeting with residents of North Padre Island, explaining its reasoning and objectives for taking legal responsibility and repairing the seawall with City funds. After the town hall meeting, the City held several meetings between May and June 2024 with the owners of the subject properties and homeowner association representatives. The City has obtained Letters of Intent from all property owners fronting the seawall. The Letter of Intent indicates property owners convey necessary construction easements to the City for future seawall improvement and maintenance of the seawall while allowing them to retain ownership of the seawall. As of December 6, 2024, the City has obtained 13 of the 14 necessary easements. City staff is working with property owner and property owner representatives to obtain the final easement. The proposed improvements include providing a new concrete cap over the entire wall section and promenade. extend the life of the seawall and promenade surfaces multiple decades. Additionally, new amenities are planned, including shade structures, new LED pedestrian lighting, and water and electrical service. ADA-accessible routes from the top of the promenade down to the beach will be incorporated at approved intervals along the length of the seawall. North Padre Island Seawall is a famous destination for beach goers. The project's goal is to extend the life of the seawall and promenade surfaces multiple decades. The longevity of these repairment will not only continue protecting the properties behind the seawall but also save the city in the long run by reducing the need for frequent repairs and maintenance. Furthermore, adding new amenities like shade structures, LED lighting and ADA-accessible routes will also provide convenience for visitors, regardless of mobility, a more comfortable and enjoyable experience at this popular destination. On July 18, 2023, and subsequently on July 23, 2024, the Tax Increment Reimvestment Zone (TIRZ)#2 Board approved a total of$3,900,000 in the FY24 and FY25 Budget for the North Padre Seawall Repairs. A total budget of$15 million was allocated to the North Padre Island Michael J. Ellis Seawall Improvement Project. On May 3, 2024 the City executed a task order through Master Services Agreement to commission Hanson Professional Services for an preliminary engineering report and a preliminary design. Hanson submitted a set of preliminary design construction drawings, a preliminary engineering report, and a permitting plan on September 4, 2024. PROJECT TIMELINE: 2024 - 2025 December - May Design Phase The projected schedule reflects City Council award of professional services in December 2024 with anticipated design completion by May 2025. COMPETITIVE SOLICITATION PROCESS: Hanson Professional Services was selected in January 2024 under RFQ 5036 - Professional Engineering Services for the design. Four firms submitted qualifications for the Michael J. Ellis Seawall Improvements project. The selection committee consisted of representatives from the Public Works and Engineering Services Department. The final evaluation ranked Hanson Professional Services as the highest- ranked firm based on seven factors: 1. Demonstrated Capability & Capacity on Comparable Projects 2. Past Performance 3. Team Member Experience & Qualifications 4. Team Members Experience on work of similar Scope and Complexity 5. Availability of resources to accomplish the work 6. Demonstrated Understanding of the Scope of Services 7. Demonstrated understanding and experience with a public agency Hanson Professional Services has completed the design of numerous city projects across various disciplines, including Nueces County coastal projects. • Briscoe King Pavilion, Nueces County, Texas: construction of a new 2,000 square foot wood-frame deck adjacent to the pavilion, a 600-foot dune walkover, and three open-air pavilions measuring 20 feet by 20 feet each. The projected construction cost is $1.20 million. • Horace Caldwell Pier, Port Aransas, Texas: Hanson provided design and construction phase engineering services for a new observation deck adjacent to the existing pier house at Horace Caldwell Pier. Improvements included extending the existing structure an additional 50 feet to support a new open-air pavilion, an 8-foot-wide concrete walkway, plumbing and electrical improvements, parking improvements and a new ADA-compliant walkway. The construction cost was $1.22M. ALTERNATIVES: The council could choose not to award this contract to Hanson Professional Services. However, not awarding the contract for this professional service would delay the project and conflict with the City Council's goal of rehabilitating the seawall. FISCAL IMPACT: The fiscal impact for FY 2025 is an amount not to exceed $1,181,870.00 with funding available from the Tax Increment Finance District#2. FUNDING DETAIL: Fund: PackChProjTIF2 (Fund 3278) Department: Economic Development (57) Org: Grants and Capital Projects (89) Account: Outside Consultants (550950) Activity: 24133 Amount $1,181,870.00 RECOMMENDATION: Staff recommends approval of the professional services contract with Hanson Professional Services for an amount not to exceed $1,181,870.00 for the rehabilitation of the North Padre Island Seawall. The design will begin in December 2024, with an estimated completion of the design phase by May 2025. LIST OF SUPPORTING DOCUMENTS: Location & Vicinity Maps Evaluation Matrix Proposal Presentation RFQ No.5036 Professional Engineering Services FY2024 Seawall/TIRZ#2-North Padre Island Seawall Proposal Evaluation Score Hanson Freese and Nichols Munoz Engineering SAMES _ Corpus Christi Corpus Christi Corpus Christi McAllen Minimum Qualifications Pass/Fail Pass Pass Pass Pass Licensing/Certification No Material Lawsuits Past 5 Years No Material Regulatory Issues Past 5 Years References Provided for Firm Minimum Qualifications Pass/Fail Pass Pass Pass Pass Technical Proposal Experience on projects of similar scope and complexity 7.0 5.3 6.0 4.6 2.5 Demonstrated capability&capacity on comparable projects 7.0 4.9 6.0 4.2 2.8 Past Performance 7.0 6.0 7.0 5.6 1.4 Team members with experience and qualifications 7.0 6.7 6.7 4.6 3.5 Team members experience with work of similar scope and complexity 7.0 6.0 6.3 4.6 2.8 Availability of resources to accomplish the work 7.0 4.9 5.3 3.9 3.2 Demonstrated understanding of the scope of services 14.0 13.3 12.6 11.9 8.4 Demonstrated understanding and experience with a public agency 14.0 13.3 13.3 11.9 7.0 Subtotal Technical Proposal 70.0 60.2 63.0 51.1 31.5 Interview Experience on projects of similar scope and complexity 4.0 3.2 3.2 0.0 0.0 Demonstrated capability&capacity on comparable projects 4.0 3.6 3.0 0.0 0.0 Past Performance 2.0 1.9 1.8 0.0 0.0 Team members with experience and qualifications 4.0 3.8 3.2 0.0 0.0 Team members experience with work of similar scope and complexity 4.0 3.8 3.4 0.0 0.0 Availability of resources to accomplish the work 2.0 1.8 1.3 0.0 0.0 Demonstrated understanding of the scope of services 5.0 4.8 3.3 0.0 0.0 Demonstrated understanding and experience with a public agency 5.0 5.0 4.5 0.0 0.0 Su btotal l nterview 30.0 27.9 23.7 0.0 0.0 Total Score 100.0 88.1 86.7 51.1 31.5 HANSON HANSON-INC.COM Corpus Christi,TX,78411 ENGINEERING I PLANNING I ALLIED SERVICES November 11, 2024 Mr. Jeff Edmonds, P.E. Director of Engineering Services City of Corpus Christi PO Box 9277 Corpus Christi, TX 78469-9277 RE: City of Corpus Christi 24133 — North Padre Island Seawall New Agreement for Permitting, Design and Construction Phases Dear Mr. Edmonds, We are pleased to present this proposal for providing civil engineering services in connection with the above referenced project. As discussed, Hanson Professional Services Inc. is requesting that a new agreement be issued to move forward with the permitting, design and construction phase services while continuing the public coordination and project management. The preliminary work has already been completed through task order 13 under MSA 4847. Attachment A summarizes the proposed scope of work to be included through this agreement. Listed below are all the phases anticipated to completed for the entire duration of the project. The work to be addressed through this agreement are described herein. Basic Services: Task 101 — Project Management and Meetings (Continue—see scope of work) Task 102 —Condition Assessment (Previously Completed) Task 103 — Preliminary Design (30%) and Report (Finalize—see scope of work) Task 104 — Design Phase (90%, 100%, Final S&S) Task 105 — Bid Support Task 106 —Construction Administration Additional Services: Task 201 —Geotechnical Engineering (Ground Penetrating Radar) (Previously Completed) Task 202 —Surveying —Topographic and Boundary (Finalize—see scope of work) Task 203— Environmental Services (Finalize—see scope of work) Task 204— Registered Accessibility Specialist Review/TDLR Permitting We propose to complete the work through a Professional Service Agreement for a fee of $1,181,870.00. Attached is the proposed summary of fees as well as the proposed project schedule. Sincerely, HANSON/PROFESSIONAL SERVICES INC. Wilfredo Lra, Jr. PE Vice President/ Project Principal North Padres Island Seawall City of Corpus Christi November 11, 2024 Permitting, Design, and Construction Phase Services ATTACHMENT—A SCOPE OF WORK 24133— NORTH PADRE ISLAND SEAWALL OVERVIEW The North Padre Island Seawall is a 4,200 LF wall originally constructed by a private group of stakeholders in 1968. The seawall is showing surficial cracking and spalling, exposing the steel reinforcement in some areas. In 2023 the City of Corpus Christi allocated funding through a local Tax Increment Reinvestment Zone#2 to repair/rehabilitate the seawall. The City is working on agreements with the Landowners to take over the maintenance of the seawall. Hanson recently provided the City with a set of Preliminary Design Construction Drawings, a Preliminary Engineering Report, and a Plan for Permitting. The proposed improvements to the seawall include providing a new concrete cap over the entire wall section and promenade. In addition, new amenities are planned to include shade structures, new LED pedestrian lighting, and water and electrical service. ADA accessible routes from the top of the promenade down to the beach will be incorporated at approved intervals along the length of the wall. BASIC SERVICES Task 101 — Project Management and Meetings (Continue—see scope of work) Task 102 —Condition Assessment(Previously Completed) Task 103 — Preliminary Design (30%) and Report(Finalize—see scope of work) Task 104 — Design Phase (90%, 100%, Final S&S) Task 105 — Bid Support Task 106 —Construction Administration Task 101 - Proiect Management and Meetings Consultant will continue regular communication throughout the project with the City, Stakeholders, and Landowners through teleconference calls, online conferencing, or in person meetings as detailed below for coordination and progress updates. The following meetings are required to accomplish the various tasks outlined in the scope associated with this MSA. Project Team Coordination meetings — Consultant will participate in monthly progress meetings with the City's Project Manager at the City Offices to review progress, discuss data needs, and other topics of special concern. A maximum of two (2) hours is anticipated for each meeting. These meetings will primarily be teleconferencing calls. Consultant will prepare summary notes from each meeting and submit them to the City's Project Manager for review and approval. Stakeholder Meetings and Public Coordination—Consultant will participate in regular update meetings with various stakeholders (City's Island Strategic Action Committee, County's Beach Management Advisory Committee, City Council, City Parks and Recreation Advisory Committee, etc.) to allow stakeholder input on the amenities and keep the stakeholders updated on the design and construction progress. It estimated that ten (10) such meetings will be required throughout the design, permitting and construction phases. Additionally, due to the high usage and public aspect of the project site, the Consultant will work with the City and Stakeholders to update on-line and social media messaging about the project, limitations of access during construction, and updates on progress. HANSON North Padres Island Seawall City of Corpus Christi November 11, 2024 Permitting, Design, and Construction Phase Services Landowner Meetings —Consultant will participate in individual and group meeting with adjacent landowners to review progress, discuss design, and any topics of special concern. As noted, the seawall is currently within privately owned lands necessitating a concerted effort with the adjacent landowners to develop the cohesion required to complete this project. It is anticipated that the design and construction phases will consist of no more than eight (8) meetings. Deliverables: Monthly Updates —Consultant will deliver monthly updates to the City identifying the progress, updated schedule, and budget, notify the City of project needs, and identify future actions. Task 102 —Condition Assessment (Previously Completed) Task 103— Preliminary Engineering Report Consultant completed the Schematic Layout of Accessible Routes /Amenities, Conceptual Design of Elements, and a draft Pre-Design Consideration Review and Report. Consultant also submitted a draft PER and was provided comments. This task is to address the PER comments, finalize the Permitting Approach, and provide the City with a complete PER and 30% Construction Drawings with OPCC. • Deliverables: 30% Construction Drawings - Consultant will deliver a full set of 30% CDs. • Preliminary Opinion of Probable Construction Cost - Consultant will work with recent bid tabulations to evaluate the costs and prepare a preliminary OPCC. • Preliminary Engineering Report—Consultant will address City comments and finalize the PER, incorporating the 30% CDs and Preliminary OPCC. Task 104— Design Phase (90%, 100%, Final S&S) Once the City approves the recommendations and the scope of work identified in the PER, the consultant will commence the design phase. The subsequent submittals within the Design Phase scope include a 90%, 100%, and Final S&S submittal. These submittals will include submittal checklists, OPCCs, front end documents, technical specifications, project summaries, bid forms and construction plans with prior review comment resolutions. 90% Construction Plans - Building upon the 30% plans, Consultant will proceed to detailed design development of the project. This will include finalizing structural repair details and limits, cross sections of the overall seawall and proposed cap/repair, utility service connections, accessible route improvements, details of amenities and other incorporated design elements. Additionally, the construction sequence will be incorporated into the project plans, and the OPCC and constructability reports will be updated. The 90% plans will be submitted to the City for review and comment. Based on the City's feedback, the plans will be updated and will proceed to 100% plan submittal. 100% Construction Plans - The 100% design will be revised based on comments received from the 90% review meeting and will incorporate all comments from the City, regulatory agencies, and project team QA/QC professionals. All design aspects will be finalized including structural repair details, grading, utility extensions, environmental impact avoidance features, required site access and control, final amenity details, and other design HANSON North Padres Island Seawall City of Corpus Christi November 11, 2024 Permitting, Design, and Construction Phase Services elements included in the project. The construction sequence and special provisions will be finalized and incorporated into the project plans, and the OPCC and constructability reports will be completed. Final S&S Plans —The 100% plan set will be reviewed with the City's PM. A final signed and sealed set will be issued for bidding purposes. Task 105— Bid Phase The consultant will provide documents to the City that will be used during the bidding process. The Consultant will participate in the pre-bid conference to discuss scope of work and to answer scope questions. After the pre-bid conference, the Consultant will review questions concerning the bid documents and prepare revisions to the plans, specifications and bid forms. The Consultant will attend the bid opening and assist with the evaluation of bids and review of the Contractor's Statement of Experience and confirm it meets Contract requirements. For bids over budget, the A/E will confer with City staff and provide revisions to the bid documents as the City staff deems necessary to re-advertise the Project for bids. Additionally, the Consultant will provide the City with conformed contract documents which include the construction drawings, front end documents and technical specifications. Task 106— Construction Administration The Consultant will perform construction administration to include the following: • Participate in the pre-construction meeting and provide the City PM with a list of critical construction activities and elements impacting the project. • Review Contractor submittals and operating and maintenance manuals for conformance to contract documents. • Provide interpretations and clarifications of the contract documents for Contractor provided RFI's and authorize required changes, which do not affect the Contractor's price and are not contrary to the general interest of the City under the Contract. • Make periodic (four hours per week for 12 months) visits to the site of the Project to confer with the City Project Inspector and Contractor to observe the general progress and quality of work, and to determine, in general, if the work is being done in accordance with the contract documents. This will not be confused with the Construction Observation Services or continuous monitoring of the progress of construction. • Attend weekly coordination meetings with the Contractor and City's Project Inspector to monitor progress and address general questions. • Attend final inspection with City staff, provide punch list items to the City's Construction Engineers for Contractor completion, and provide the City with a Certificate of Completion for the Project upon successful completion of the Project. • Review Contractor-provided construction "red-line" drawings. Prepare Project Record Drawings and provide a reproducible set and electronic file. The Record Drawings should incorporate the Contractor's red lines and identify all changes made during construction. The Drawing Cover and each sheet should be clearly identified as the Record Drawing and should indicate the basis and date. HANSON North Padres Island Seawall City of Corpus Christi November 11, 2024 Permitting, Design, and Construction Phase Services ADDITIONAL SERVICES Task 201 —Geotechnical Engineering (Ground Penetrating Radar) (Completed) Task 202 —Surveying —Topographic and Boundary (Finalize—see scope of work) Task 203— Environmental Services (Finalize—see scope of work) Task 204— Registered Accessibility Specialist Review/TDLR Permitting Task 201 —Geotechnical Engineering (Completed) Task 202— Surveying Consultant will provide surveying to support the permitting efforts Field Staff will establish and set project controls to support the final design and permitting phases. Task 203— Environmental Services Contact key agencies to discuss scenarios that require permitting and timelines for such a process. Explain that this is intended to be maintenance on an existing facility and not the construction of a new facility. Additional basic items to be considered and agencies to be contacted. 1. Construction Methods Alternative Analysis 2. Coordination with TxGLO 3. JEM Meetings with USACE/ USFWS 4. USACE Permit (TBD) 5. Pre-application meeting with the TxGLO 6. Coordination Meeting with Nueces County BMAC (DPP) 7. TxGLO/Nueces County BMAC — Dune Protection Permit 8. Coordination with City of Corpus Christi Planning Commission (BCC) 9. City of CC/TxGLO - Beachfront Construction Certificate Task 204— Registered Accessibility Specialist Review/ TDLR Permitting Consultant will sub-contract with a Registered Accessibility Specialist (RAS) to consult on accessible routes and other design elements during the preliminary design and final design phases and provide a final review prior to completing the design phase. The RAS will register the project with the Texas Department of Licensing and Regulation (TDLR) per the TDLR requirements. The RAS will provide a completion survey and assessment and file closeout documentation with TDLR once the project is complete. HANSON North Padres Island Seawall City of Corpus Christi November 11, 2024 Permitting, Design, and Construction Phase Services SUMMARY OF FEES M SA 4847 Project Name: North Padre Island Seawall Repair Project Project No.: 24133 Project Limits: Consultant: Hanson Professional Services Inc. Project Summary of Fees Basic Services I.D. Task Description Fee Subtotals A 101 Project Management and Meetings $ 135,386.00 A 102 Condition Assessment $ - A 103 Preliminary Design (30%)and Report $ 13,306.00 A 104 Design Phase $ 495,109.00 A 105 Bid Phase $ 34,582.00 A 106 Construction Administration $ 273,788.00 Basic Services $ 952,171.00 Additional Services B 201 Geotechnical Engineering $ - B 202 Survey $ 25,008.00 B 203 Environmental Services $ 201,604.00 B 204 Registered Accessibility Specialist Review/TDLR Registration $ 3,087.00 Additional Services $ 229,699.00 A Basic Services Fee Total $ 952,171.00 B Additional Services Fee Total $ 229,699.00 • $ 1,181,870.00 HANSON North Padres Island Seawall City of Corpus Christi November 11, 2024 Permitting, Design, and Construction Phase Services SCHEDULE Project Schedule North Padre Island Seawall Completion Date Activity Wednesday, May 3, 2024 Notice to Proceed Wednesday, September 4, 2024 30% design Submittal Wednesday, September 4, 2024 Preliminary Engineering Report (PER) Submittal Monday, September 16, 2024 City 30% Design and PER Review Comments Provided Wednesday, December 4, 2024 Phase 2 Notice to Proceed* Friday, March 14, 2025 90% Plan Submittal Friday, March 28, 2025 City 90% Plan Review Comments Provided Wednesday, April 30, 2025 100% Plan Submittal Wednesday, May 14, 2025 City 100% Plan Review Comments Provided Wednesday, May 28, 2025 Final Sealed Bid Package May, 2025 Advertise For Bids June, 2025 Pre-bid Conference July, 2025 Receive Bids July, 2025 Contract Award August, 2025 Begin Construction July, 2026 Complete Construction August, 2026 Final Inspections *Schedule subject to change dependent on Phase 2 Notice to Proceed date. HANSON Capital Improvement Plan 2025 rhru 2027 City of Corpus Christi, Texas Project# 24133 Project Name North Padre Island Seawall Improvements � E Type Improvement/Additions Department Economic Development PF Useful Life 25 years Contact Dir of Economic Development ` Category Site Improvements Priority Priority Level 1 Council District 4 Status Active Description The North Padre Island Seawall is located on the gulf beach which is frequented by tourists and citizens daily. The structure serves as a barrier between the beach and the buildings but is also a walkway along the beach area. It is in need of repairs and the area currently lacks amenities such as benches,lighting,and shared structures. This project will assess the needs of the area and then provide funding to fulfill the identified needs. Justification This project was deemed a priority of TIRZ 92 Board and will provide needed amenities for visitors to North Padre Island. Expenditures Prior Years 2025 2026 2027 Total Construction/Rehab 2,022,500 10,557,500 12,580,000 Design 302,044 1,197,956 1,500,000 Eng,Admin Reimbursements 15,000 350,000 555,000 920,000 Total 317,044 3,570,456 11,112,500 15,000,000 Funding Sources Prior Years 2025 2026 2027 Total Tax Increment Finance District 2(New) 1,112,500 11,112,500 12,225,000 Tax Increment Finance District 2(Prior) 317,044 2,457,956 2,775,000 Total 317,044 3,570,456 11,112,500 15,000,000 Budget Impact/Otheg 771 An assessment will be done upon completion of project to determine maintenance costs.Increased annual maintenance cost to be budgeted in the TIRZ 92 operating budget to maintain improvements and amenities. 75 Project Location f ACCESS 3A` Location Map o STj BARTH 0 LOMEW., GRANADA r RUNNING LIGHT ; 1LdLd Ld W ROBLA WHITECAP NORTH PADRE ISLAND CITY COUNCIL EXHIBIT 1. } CITY OF CORPUS NFER N TEXAS SEAWALL IMPROVEMENTS DEPARTMENT OF ENGINEERING SERVICES '�, �y Corpus Chr sti Engineering Michael J. Ellis Seawall Improvements At North Padre Island Council Presentation December 3, 2024 Michael J Ellis Seawall Improvements At North Padre Island Corp*ChIst, Project Location engineering �Y a Loceiion Mep •cccss» o n.e�xrxao�w RU NNiNG IIGHT. 1 i } wxiTecna PROJECT NO.'2493j NORTH PADRE ISLAND CITY COUNCIL EXHISIT SEAWALL IMPROVEMENTS Michael J Ellis Seawall Improvements At North Padre Island co SUS hhleU ., � Engineering Scope of Work Motion awarding a contract to Hanson Professional Services of Corpus Christi, TX for the design of Michael J. Ellis Seawall Improvements, located in Council District 4, in an amount of$1,181,870.00. The existing seawall and its promenade attracts visitors and activity to Whitecap Beach. Presently, the seawall features consistent superficial cracking and spalling, and the City seeks to use public funding for its repair. The City also intends to take legal responsibility for the seawall through legal agreements with property owners and providing for its rehabilitation. Establishing legal responsibility for the seawall creates potential eligibility for FEMA funding in the event of a disaster. The proposed improvements includes the listed below items: • A concrete cap over the wall and promenade • Shade Structures • LED Pedestrian lighting • Water Service • Electrical Service Michael J Ellis Seawall Improvements At North Padre Island A� Corpus Chr sti Project Schedule Engineering 2024 -2025 December- May Design Phase Projected Schedule reflects City Council award in December 2024, with anticipated design completion by May 2025. so o N U NCORPo0.Pgo AGENDA MEMORANDUM 1852 One Reading Ordinance for the City Council Meeting on December 10, 2024 DATE: December 10, 2024 TO: City Manager Peter Zanoni Mayor and Council FROM: Heather Hurlbert, CPA, CGFO -Assistant City Manager HeatherH3(u-)cctexas.com (361) 826-3506 Designating a Project Financing Zone for deposit of incremental state hotel-associated tax revenues with a thirty (30) year term for Convention Center Complex Qualified Project activities. CAPTION: One reading Ordinance designating a certain geographic area in the City of Corpus Christi as "Project Financing Zone [Number One], City of Corpus Christi, Texas" and providing an expiration date for the Zone; making certain findings related thereto; directing that the Texas Comptroller of Public Accounts be notified of the Zone's creation within thirty (30) days of its designation; requesting that the Comptroller deposit incremental hotel-associated tax revenues from the Zone into a suspense account held in trust for the city's qualified project activities; providing for notification to the Comptroller in the event that qualified project activities are abandoned or not commenced within five years of the initial deposit to the suspense account; and containing other related matters. SUMMARY: This ordinance will designate an area of the city that is within a three-mile radius of the Convention Center Complex as a project financing zone to receive the incremental state hotel occupancy tax revenues, state sales tax revenues, and mixed beverage tax revenues that surpass the current amount collected from 20 hotels within the zone. The funds collected can be used for financing of qualified project activities. The incremental state funding collected in the zone will expire at the thirtieth (30) anniversary of the effective date of the Ordinance. BACKGROUND AND FINDINGS: On February 28, 2023, City Council members discussed and approved Resolution for the 88tn Texas Legislature to support and prioritize state financing incentives to expand or improve the American Bank Center. The Texas Legislature approved HB 5012. Under Section 351.1015(a)(5) and Section 351.1015(a)(6), as amended, of the Texas Tax Code, the American Bank Center Convention Center Complex, that includes the Convention Center, the Selena Auditorium, and the Arena, is a "qualified project' that is in a municipality described by Section 151.1015(b)(2). Section 351.1015(a)(4), as amended, of the Texas Tax Code, authorized to designate an area of the City that is within a three-mile radius of the Qualified Project as a project financing zone. The zone's incremental state tax revenues can be used to finance Qualified Project Activities which include: • Costs to acquire or lease • Costs to construct, improve, expand, enlarge, renovate, modernize • Costs to equip, maintain, and operate • Costs associated with the payment of bonds or other obligations Section 351.001(7)(B), of the Texas Tax Code defines an "eligible central municipality" as: • The City has a population of 250,000 or more; • The City is located wholly or partly on a barrier island that borders the Gulf of Mexico; • The County has a population of 300,000 or more; and • The City has adopted a capital improvement plan to expand the Qualified Project. Upon approval of this Ordinance designating Project Financing Zone Number One, the city will notify the Texas Comptroller of Public Accounts to request the deposit of incremental hotel- associated revenues (state hotel occupancy tax revenues, state sales tax revenues, and mixed beverage tax revenues) above the 2024 baseline year collected by the Comptroller into a suspense account to finance the construction of a qualified project. The 2024 baseline includes 20 hotels with approximately 2,094 hotel rooms within the zone. The funds will be held by the state until the start of the qualified project. If the Qualified Project Activities are abandoned or not commenced within five (5) years of the date of the Comptroller's first deposit to the Suspense Account, the city must notify the Comptroller, and the funds held in the suspense account will revert to the state. After the creation of the zone, City staff will prioritize needs at the American Bank Center Complex, model the financial resources including estimated collections from the PFZ, the reauthorized Type B sales tax, and estimated Hotel Occupancy Tax (HOT), and then present a proposed project for improvements to the America Bank Center Complex to City Council for consideration. ALTERNATIVES: The Council could choose not to approve Ordinance as proposed and wait to set the state revenue baseline at a future year. FISCAL IMPACT: Not applicable. RECOMMENDATION: Approval of the ordinance to create the Project Finance Zone. SUPPORTING DOCUMENTS: Ordinance Map Presentation ORDINANCE NO. ONE READING ORDINANCE DESIGNATING A CERTAIN GEOGRAPHIC AREA IN THE CITY OF CORPUS CHRISTI AS "PROJECT FINANCING ZONE [NUMBER ONE], CITY OF CORPUS CHRISTI, TEXAS" AND PROVIDING AN EXPIRATION DATE FOR THE ZONE; MAKING CERTAIN FINDINGS RELATED THERETO; DIRECTING THAT THE TEXAS COMPTROLLER OF PUBLIC ACCOUNTS BE NOTIFIED OF THE ZONE'S CREATION WITHIN THIRTY (30) DAYS OF ITS DESIGNATION; REQUESTING THAT THE COMPTROLLER DEPOSIT INCREMENTAL HOTEL-ASSOCIATED TAX REVENUES FROM THE ZONE INTO A SUSPENSE ACCOUNT HELD IN TRUST FOR THE CITY'S QUALIFIED PROJECT ACTIVITIES; PROVIDING FOR NOTIFICATION TO THE COMPTROLLER IN THE EVENT THAT QUALIFIED PROJECT ACTIVITIES ARE ABANDONED OR NOT COMMENCED WITHIN FIVE YEARS OF THE INITIAL DEPOSIT TO THE SUSPENSE ACCOUNT; AND CONTAINING OTHER RELATED MATTERS. WHEREAS, the City of Corpus Christi (the "City") had a population of 317,863 persons according to the 2020 Census and Nueces County, Texas (the "County") had a population of 353,178 persons according to the 2020 Census; and WHEREAS, the City's Convention Center Complex, which includes the Convention Center, the Selena Auditorium, and the Arena, is a "qualified project" under Section 351.1015(a)(5) and Section 351.1015(a)(6), as amended, Texas Tax Code "Qualified Project"); and WHEREAS, the Qualified Project is an eligible project and is located in a municipality described by Section 151.1015(b)(2), as amended Texas Tax Code (as amended by HB 5012 of the 88th Texas Legislature, Regular Session); and WHEREAS, as authorized by Section 351.1015(a)(4), as amended, Texas Tax Code, the City Council wishes to designate an area of the City that is within a three-mile radius of the center of the Qualified Project as a project financing zone in order to assist in the financing of costs associated with the payment of bonds or other obligations issued or incurred to acquire,lease,construct,improve, expand, enlarge,renovate,modernize,equip, operate, and maintain the Qualified Project(collectively, "Qualified Project Activities"); and WHEREAS, the meeting at which this Ordinance is considered is open to the public as required by law, and the public notice of the time, place and purpose of said meeting was given as required by Chapter 551, Texas Government Code; now, therefore 203860466.5 BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Designation of Zone; Expiration. That the City Council hereby designates the area depicted in the map attached hereto as Exhibit"A", which is hereby made a part of this Ordinance for all purposes, as a project financing zone pursuant to and in accordance with Section 351.1015, as amended, Texas Tax Code. This project financing zone shall be known as "Project Financing Zone [Number One], City of Corpus Christi, Texas" (the"Zone"). The Zone shall expire on the thirtieth (30th) anniversary of the effective date of this Ordinance or, so long as there are no outstanding Qualified Project Activities existing at the time, an earlier expiration date designated by an ordinance adopted by the City Council after the effective date of this Ordinance. SECTION 2. Findings. That after reviewing all information before it regarding the establishment of the Zone, the City Council hereby makes the following determinations and findings of fact: (a) The statements and facts set forth in the recitals of this Ordinance are true and correct. (b) The City is an "eligible central municipality", as such term is defined in Section 351.001(7)(B), as: (i) The City has a population of 250,000 or more; (ii) The City is located wholly or partly on a barrier island that borders the Gulf of Mexico; (iii) The County has a population of 300,000 or more; and (iv) The City has adopted a capital improvement plan to expand the Qualified Project. (c) The Qualified Project constitutes a "qualified project," as such term is defined in Section 351.1015(a)(5) and Section 351.1015(a)(6), as amended, Texas Tax Code. (d) The latitude and longitude of the Qualified Project is 27.8079 North, - 97.3951 West. (e) The boundaries of the Zone encompass an area that is within a three-mile radius of the center of the Qualified Project. 203860466.5 SECTION 3. Notifications to Comptroller. That the City Council hereby directs the City Manager, or their designee, to notify the Texas Comptroller of Public Accounts (the "Comptroller") of the designation of the Zone within thirty (30) calendar days of the date of adoption of this Ordinance and to request the Comptroller(i)to deposit incremental hotel-associated revenue collected by the Comptroller into a suspense account(the "Suspense Account")pursuant to the terms and conditions of Section 351.1015, as amended, Texas Tax Code and (ii)to notify the City in writing of the date of the first deposit into the Suspense Account. In addition, the City Manager, or their designee, is hereby directed to notify the Comptroller in the event that Qualified Project Activities are abandoned or not commenced within five (5) years of the date of the Comptroller's first deposit to the Suspense Account. SECTION 4. Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 5. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 6. Severability. If any provision of this Ordinance or the application thereof to any circumstance shall be held to be invalid, the remainder of this Ordinance or the application thereof to other circumstances shall nevertheless be valid, and this governing body hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 7. Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine, feminine or neuter gender shall be considered to include the other genders. SECTION 8. Incorporation of Findings and Determinations. The findings and determinations of the City Council contained in the preamble of this Ordinance are hereby incorporated by reference and made a part of this Ordinance for all purposes as if the same were restated in full in this Section. SECTION 9. Effective Date. This Ordinance shall take effect and be in force immediately from and after its adoption on the date shown below in accordance with Texas Government Code, Section 1201.028, as amended. SECTION 10. One Reading. This section constitutes a written request by the mayor or majority of the members of the City Council for this Ordinance to be passed finally on the date of introduction due to emergency. The City Council finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs; and suspends the City Charter rule that requires consideration of and voting upon ordinances at two regular meetings so that this Ordinance is passed and takes effect upon first reading as an emergency measure. [The remainder of this page left blank intentionally.] 203860466.5 PASSED, APPROVED AND ADOPTED on the day of December, 2024. 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ProjectAmerican Bank Center 3-Mile FinanceZone ' American - -3-Mile Buffer w E I `opus �hR��a i k 1 O N - Mi I es S �asz •' OFFICE OF ECONOMIC �• DEVELOPMENT Designating a Project Financing Zone for Convention Center Complex City Council Presentation December 10, 2024 qMBackground • The Project Financing Zone (PFZ) statute was enacted in 2013 by the Texas Legislature to provide State-funded financial assistance for convention center expansion and renovations in Dallas and Fort Worth. • On February 28, 2023, City Council members discussed and approved a Resolution seeking legislation that would allow the City to create a PFZ and fund a qualified project. • During the 881 legislative session, the Texas Legislature approved HB 5012, that allows Corpus Christi to create a PFZ 2 qWProject Financing Zone The PFZ would rebate the incremental growth in revenues from state tax revenues including state Hotel Occupancy Taxes (HOT), sales, and mixed-beverage, generated by hotels within a three-mile radius of the qualified project to the City for thirty years (estimated to be $70.8 million cumulatively). The zone's incremental state tax revenues can be used to finance Qualified Project Activities which include: • Costs to acquire or lease; • Costs to construct, improve, expand, enlarge, renovate, modernize; • Costs to equip, maintain, and operate; • Costs associated with the payment of bonds or other obligations The City's qualified project would include improvements to the Convention Center, the Selena Auditorium, and/or the Arena. The project must commence within five years of the designation of the zone. 3 3 Mile Radius • The 3-Mile radius of the American Bank Center Complex (or the qualified project) includes 20 hotels with a total of 2,094 hotel rooms. • As new hotels are built within the ' zone, they will be added to the zone. % N •.✓ _ is� -;_ 4 Preliminary Projections Natural Market Growth Incremental State Revenues Summary PFZ Calendar Hotel Occupancy Mixed Annual Year Year Tax Beverage Sales Revenue Cumulative Year 2024 $ $ $ $ $ Year 2025 $ 94,972 $ 1,775 $ 3,710 $ 100,456 $ 100,456 Year 2026 $ 993,790 $ 3,620 $ 7,567 $ 204,897 $ 305,353 Year 2027 $ 296,364 $ 5,538 $ 99,577 $ 313,479 $ 618,832 Year 2028 $ 403,089 $ 7,533 $ 95,746 $ 426,367 $ 1,045,199 Years 2029 $ 514,046 $ 9,606 $ 20,080 $ 543,732 $ 1,588,931 Year 6 2030 $ 629,404 $ 9 9,762 $ 24,586 $ 665,752 $ 2,254,682 Year 7 2039 $ 749,336 $ 94,003 $ 29,279 $ 792,610 $ 3,047,292 Year8 2032 $ 874,025 $ 96,333 $ 34,942 $ 924,500 $ 3,971,792 Year 2033 $ 1,003,658 $ 98,756 $ 39,205 $ 1,061,619 $ 5,033,499 Year 90 2034 $ 1,138,433 $ 29,274 $ 44,470 $ 1,204,177 $ 6,237,589 Year99 2035 $ 1,278,552 $ 23,893 $ 49,943 $ 1,352,388 $ 7,589,977 Year 92 2036 $ 9,424,228 $ 26,695 $ 55,634 $ 1,506,477 $ 9,096,454 Year 93 2037 $ 1,575,681 $ 29,446 $ 69,550 $ 1,666,677 $ 10,763,131 Year 94 2038 $ 1,733,141 $ 32,388 $ 67,709 $ 1,833,230 $ 12,596,361 Year 95 2039 $ 9,896,845 $ 35,447 $ 74,096 $ 2,006,388 $ 14,602,749 Year 96 2040 $ 2,067,041 $ 38,628 $ 80,744 $ 2,186,413 $ 16,789,162 Year 97 2049 $ 2,243,987 $ 49,935 $ 87,656 $ 2,373,577 $ 19,162,739 Year 98 2042 $ 2,427,950 $ 45,372 $ 94,842 $ 2,568,164 $ 21,730,904 Year 99 2043 $ 2,619,209 $ 48,946 $ 102,313 $ 2,770,468 $ 24,501,371 Year 20 2044 $ 2,818,052 $ 52,662 $ 110,080 $ 2,980,795 $ 27,482,166 Year29 2045 $ 3,024,781 $ 56,526 $ 998,156 $ 3,199,462 $ 30,681,628 Year22 2046 $ 3,239,709 $ 60,542 $ 126,551 $ 3,426,802 $ 34,108,430 Year23 2047 $ 3,463,160 $ 64,798 $ 135,280 $ 3,663,157 $ 37,771,587 Year 24 2048 $ 3,695,472 $ 69,059 $ 144,354 $ 3,908,886 $ 41,680,473 Year25 2049 $ 3,936,998 $ 73,573 $ 153,789 $ 4,164,359 $ 45,844,833 Year26 2050 $ 4,188,102 $ 78,265 $ 163,598 $ 4,429,964 $ 50,274,797 Year27 2059 $ 4,449,164 $ 83,944 $ 173,795 $ 4,706,103 $ 54,980,900 Year 28 2052 $ 4,720,579 $ 88,296 $ 184,398 $ 4,993,192 $ 59,974,092 Year 29 2053 $ 5,002,758 $ 93,489 $ 195,420 $ 5,291,667 $ 65,265,759 Year30 2054 $ 5,296,927 $ 98,979 $ 206,880 $ 5,609,978 $ 70,867,737 Total(2025-2054) $ 66,998,570 $ 9,252,036 $ 2,697,932 $ 70,867,737 qWStaff Recommendation Action today Adoption of this Ordinance to designate a Project Financing Zone for deposit of incremental state hotel-associated tax revenues with a thirty (30) year term for Convention Center Complex Qualified Project activities. Next steps City staff will present a Qualified Project recommendation in Spring 2025. 6 Questions?