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HomeMy WebLinkAboutAgenda Packet City Council - 10/23/2007CITY COUNCIL AGENDA OCTOBER 23, 2007 Corpus Christi All - America City 11:45 A.M. - Proclamation declaring October 26, 2007 as "St. Patrick's School Halloween Carnival Day" Proclamation declaring the week of October 21-2 , 2007 as "Pastoral Care Weed" Proclamation declaring the week of October 23-31, 2007 as "Red Ribbon Week" AGENDA CITY OF CORPUS CHRISTI REGULAR COUNCIL CIL MEETIl G CITY HALL - COUNCIL CHAMBERS 1201 LEOPARD CORPUS CHRISTI, TEXAS 78401 OCTOBER 23, 2007 10:00 A.M. PUBLIC 1 O TICE - THE S OF CELLULAR PHONES AND D S o UND A C TI l A TED PAGERS ARE PROHIBITED IN THE CITY COUNCIL CHAMBERS DURING MEETINGS OF THE CITY COUNCIL. Members of the audience will be provided an opportunity to address the Council at approximately 12:00 p.m. or at the end of the Council Meeting, whichever is earlier. Please speak into the microphone located at the podium and state your name and address. Your presentation will be limited to three minutes. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Si listed desea dirigirse al Concllio y cree clue sir ingl s es limi ado, habra urn int rprete ingl s- esparhol en Codas las juntas del Concilio pars ayudarle. 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. A. Mayor Henry Garrett to call the meeting to order. B. Invocation to e given by Reverend David Saenz, Christus Spohn Memorial. C. Pledge of Allegiance to the Flag of the United States. D. City Secretary Armando Chapa to call the roil of the required Charter Officers. Mayor Henry Garrett Mayor Pro Tem Mike Hummel' Council Members: Melody Cooper Larry Elizondo, Sr. Bill Kelly Priscilla G. Leal Michael M Cuto on John E. Marez Nelda Martinez E. MINUTES: City Manager George K. Noe City Attorney Mary Kay Fischer City Secretary Armando Chapa 1. Approval of Regular lar Meeting of October 16, 2007. (Attachment #1) Agenda Regular Council Meeting October 23, 2007 Page F. BOARDS & COMMITTEE APPOINTMENTS: (Attachment # 2) 2. Corpus Christi Regional Transportation Authority G. 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 A motion to reconsider may be made at this meeting ofa vote at the last regular, or a subsequent special meeting; such agendas are incorporated herein for reconsideration and action on any reconsidered item. H. CONSENT AGENDA Notice to the Public The following items are 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. CONSENT MOTIONS RESOLUTIONS, ORDINANCES AND ORDINANCES FROM PREVIOUS MEETINGS 3.a. (Atthis point the Council will vote on all motions, resolutions and ordinances not removed for individual consideration) Resolution authorizing the City Manager or his designee to accept a grant from the State of Texas, Office of Governor, Criminal Justice Division in the amount of $10,772.77 for the Juvenile Accountability Incentive Block Grant Program for an Anti - Shoplifting Education Program for the Municipal Juvenile Court to reduce juvenile delinquency, improve the juvenile justice system, and increase accountability of juvenile offenders, with a City match of $1,1 96.97 in the No. 1 020 General Fund, and a total project cost of $1 1,969.74. (Attachment # 3) CITY COUNCIL PRIORITY ISSUES (Refer to legend at the end of the agenda summary) Agenda Regular Council Meeting October 23, 2007 Page 3 CITY COUNCIL PRIORITY ISSUES (Refer to legend at the and of the agenda summary) 3.b. Ordinance appropriating $'10,772.77 from the State of Texas, Office of the Governor, Criminal Justice Division, in the No. 1061 Police Grants Fund for eligible funding under the Juvenile Accountability Incentive Block Grant Program for an Anti - Shoplifting Education Program for the Municipal Juvenile Court to reduce juvenile delinquency, improve the juvenile justice system, and increase accountability of juvenile offenders; transferring $1,1 96.97 from the No. 1 020 General Fund and appropriating it in the Igo, 1061 Police Grants Fund as grant matching funds; appropriating $5,500 of estimated program income in the No. 1061 Police Grants Fund. (Attachment # 3) 4. Ordinance amending Ordinance No. 027352, which adopted the FY 2007 -2008 Operating Budget, to increase the number of Fire Captain positions from 78 to 79. (Attachment # 4) 5.a. Motion authorizing the City Manager or his designee to extend Oracle Database Enterprise Edition software update and product support from Oracle USA, Inc., of Reston, Virginia in the amount of $56,435.64 for the twelve month period beginning November 23, 2007. Oracle USA, Inc. is an approved Texas Department of Information Resources vendor. (Attachment # 5) 5.11 Motion authorizing the City Manager or his designee to extend Oracle Real Application Clusters software update and product support from Oracle USA, Inc., of Reston, Virginia in the amount of $59,936.61 for the twelve month period beginning January 7, 200 8. Oracle USA, Inc, is an approved Texas Department of information Resources vendor. (Attachment ## 5) 5.0. Motion authorizing the City Manager or his designee to approve purchase of continued annual maintenance costs from Oracle USA, Inc., of Reston, Virginia for software updates and product support of the Oracle Database Enterprise Edition software subject to annual appropriation of funds based on sole source. (Attachment ## 5) 5.d. Motion authorizing the City Manager or his designee to approve purchase of continued annual maintenance costs from Oracle USA, Inc., of Reston, Virginia for Oracle Real Application Clusters software updates and product support subject to annual appropriation of funds based on sole source. (Attachment # 5) Agenda Regular Council Meeting October 23, 2007 Page 4 CITY COUNCIL PRIORITY ISSUES (Refer to legend at the end of the agenda summary) I. PUBLIC HEARINGS: MISTER PLAN AMENDMENT: T: 6. Public Hearing to amend the City's Comprehensive Plan by adopting the Wa tewater Collection System Master Plan South of Oso Creek. (ATTACHMENT UNDER SEPARATE COVER) (Attachment # 6) RENEWAL COMMUNITY: 7. Resolution adopting the Corpus Christi Commercial Revitalization Local Strategic Plan. (Attachment # 7) 8.a. Public hearing to consider and nomiriate applications to the Office of the Governor for Commercial Revitalization Deduction allocations. (Attachment ## 8) 8.11 Resolution nominating projects to the office of the Governor for Renewal Community Commercial Revitalization Deductions (CRD). (Attachment # 8) REGULAR AGENDA CONSIDERATION of MOTIONS, RESOLUTIONS, AND ORDINANCES: 9. Resolution authorizing the execution of an agreement with Nueces Hotel Holdings, L.P. (Red Roof Inn) providing for temporary property tax abatement. (Attachment # 9) 10. Motion authorizing the execution of the Infrastructure Financing Agreement between the City of Corpus Christi (the City), Crosstown Commons, LLC (the Developer) and the Crosstown Commons Development Corporation (LGC) to allow the development of a lifestyle and power center to be known as "Crosstown Commons" (the Project). Attachment # 10 11, Resolution approving formation of Crosstown Commons Development Corporation and approving its articles of incorporation and bylaws. (Attachment # 11) Agenda Regular Council Meeting October 23, 2007 Page 5 CITY COUNCIL PRIORITY ISSUES (Refer to legend at the end of the agenda summary) K. PRESENTATIONS: Public comment will not be solicited on Presentation items. 12. Automated Meter Reading (AMR) Initiative - Year 3 Update (Attachment ## 12) 13. Crime Control and Prevention District Quarterly Update (Attachment# 13) 14. Final Report by the City Council Ad Hoc Committee on Water Issues. (APPROXIMATELY 10:15 A.M. ) (Attachment # 14) L. PUBLIC COMME NT FROM THE AUDIENCE ON MATTERS NOT SCHEDULED ON THE AGENDA WILL BE HEARD AT APPROXIMATELY IMATELI 2 :OO P.M. OR AT THE END of THE COUNCIL MEETING,WHICHEVER IS EARLIER. PLEASE LIMIT PRESENTATIONS NATIONS To THREE MINUTES. IF YOU PLAN TO ADDRESS THE COUNCIL DURING THIS TIME PERIOD, PLEASE SIGN THE FORM AT THE REAR OF THE COUNCIL CHAMBER, GIVING YOUR NAME, ADDRESS AND TOPIC. (A recording is made of the meeting; therefore, please speak into the microphone located at the podium and state yo rname and address. If you have a petition or other information pertaining to your subject, please present it to the City Secretary.) Si usled se dirige a la junta y eree clue su in ! s es limitado, habra un inl r mete in i s -es of of en la reunion de la junta Para ayudarfe. PER CITY CO NCIL POLICY, NO COUNCIL MEMBER, STAFF PERSON, OR MEMBERS OF THE AUDIENCE SHALL B RA TE, EMBARRASS, ACCUSE, OR SHOW ANY PERSONAL DISRESPECT FOR ANY MEMBER OF THE STAFF, COUNCIL MEMBERS, OR THE PUBLIC AT ANY COUNCIL MEETING. THIS POLICY 1s NOT MEANT TO RESTRAIN A CITIZEN'S FIRST AMENDMENT RIGHTS. Agenda Regular Council Meeting October 23, 2007 Page M. EXECUTIVE SESSION: 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. In the event 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 a publicly announced by the presiding office. N. REPORTS: TS: The following reports include questions by Council to staff regarding City policies or activities; request by council for information or reports from Staff; reports of activities of individual Council members and Staff; constituent concerns; current topics raised by media; follow -up on Staff assignments; scheduling of future Council meetings and activities; and other brief discussions regarding city - related matters. 15. CITY MANAGER'S 'S REPORT ' Upcoming Items 16. MAYOR'S UPDATE 17. COUNCIL AND OTHER REPORTS O. ADJOURNMENT: NMENT: POSTING STATEMENT: This agenda was posted on the City's official bulletin board at the front entrance to city Hall, 1201 Leopard Street, at i4' Armando chaps City Secretary CITY COUNCIL FRIORITY ISSUES (Refer to legend at the end of the agenda summary) Agenda Regular Council Meeting October 23, 2007 Page CITY COUNCIL PRIORITY ISSUES (Refer to legend at the end of the agenda summary) NOTE: The City Council Agenda can be found on the City's Home Page at viww.cctexas.com after 7 :00 p.m. on the Friday before regularly scheduled council meetings. If technical problems occur, the agenda will be uploaded on the Internet by Monday morning. Symbols used to highlight action item that implement council priority issues. 1 MINUTES CITY OF CORPUS CHRISTI, TEXAS City Council Workshop October 16, 2007 - 8:00 a.m. PRESENT Mayor Henry Garrett Mayor Pro Tem Mike Hummel' Council Members: Larry Elizondo, Sr. Bill Kelly Priscilla Leal Michael McCutchon Nelda Martinez ABSENT Melody Cooper John Marez City Staff.: City Manager George K. Noe City Attorney Mary Kay Fischer City Secretary Armando Chapa Mayor Garrett called the workshop meeting to order in the Council Chambers of City Hall. Assistant City Manager Oscar Martinez provided an overview of the Capital Improvement Plan including the definition, funding, completion and accounting of capital projects; maintenance expenditures vs. capital project expenditures; the collaboration process; the major sections of the CIP Planning Guide; FY 2008 timelines; changes for FY 2009; quarterly updates on the capital improvement program; summary of agency bond ratings; utility funding practices; discussion an rate structures; the debt service policy; and the Band 2008 issue. Director of Engineering Angel Escobar provided an overview of the Engineering Department's portion of the CIP including the life cycle of a CIP project; impacts of deferring projects; development of CIP projects; prioritization of projects; and execution. Council Members asked questions regarding the historical cost for acquiring assets; the value of streets; the capital asset categories; automatic hookups for gas in subdivisions; replacement expenditures; the approval process for projects transcending over several fiscal years; the service life of a sewer line; the service life of clay pipes and the number of pipes in the City; plans for replacement of older clay pipes; the lack of funding to address the aging infrastructure; maps indicating the age of lines and where they are located; identification of needed projects and funding availability; whether farce mains have clay pipes; prioritization of projects; scale of agency ratings; the rate structure recommended in the utility services rate study; and the debt service tax rate levels. Council Member Rummell asked Director of Engineering Angel Escobar to compile and prioritize a list of all the necessary projects needed in the City so that Council can understand the depth of the infrastructure problems. Council Member McCutchon suggested a tier approach for prioritization and funding of projects. There being no further business to come before the Council, Mayor Garrett adjourned the Council workshop at 9:29 a.m. on October 16, 2007. MINUTES CITY OF CORPUS CHRISTI, TEXAS Regular Council Meeting October 16, 2007 - 10.00 a.m. PRESENT Mayor Henry Garrett Mayor Pro Tem Mike Hummel' Council Members: Melody Cooper Larry Elizondo, Sr. Bill Kelly Priscilla Leal Michael McCutchon Nelda Martinez ABSENT John Marez City Staff: City Manager George K. Noe City Attorney Mary Kay Fischer City Secretary Armando Chapa Mayor Garrett called the meeting to order in the Council Chambers of City Hall. The invocation was delivered by Pastor Rod Carver with Calvary Chapel Coastlands and the Pledge of Allegiance to the United States flag was led by Council Member Nelda Martinez. Mayor Garrett called for approval of the minutes of the regular Council meeting of October 9, 2007. A motion was made and passed to approve the minutes as presented. Mayor Garrett called for consideration of the consent agenda (Items 2 -10 ). Mr. Abel Alonzo requested that Item 7 be pulled for individual consideration. Council member McCutchon requested that item 7 be pulled for individual consideration. City Secretary Chapa polled the Council for their votes as follows: 2. RESOLUTION NO. 027443 Resolution authorizing the City Manager or his designee to submit a grant application in the amount of $2,253,758 to the United States Department of Homeland Security/National Telecommunications Information Administration for funding eligible under the Public Safety Interoperable Communications (PSIC) Grant. Funds will be used for the enhancement of voice interoperability on the 800 MHz radio system, with a City match of $563,440, for a total grant application of $2,817,198, and authorizing the City Manager or his designee to apply for, accept, reject, after, or terminate the grant. The foregoing resolution was passed and approved with the following vote: Garrett, Cooper, Elizondo, Rummell, Kelly, Leal, McCutchon, and Martinez, voting "Aye "; Marez was absent. 3. RESOWTION NO. 027444 Resolution authorizing the City Manager or his designee to execute a consulting services contract with the Corpus Christi Independent School District in the amount of $78,500 for two officers to provide drug abuse and gang resistance instruction to sixth -grade students. The foregoing resolution was passed and approved with the following vote: Garrett, Cooper, Elizondo, Rummell, Kelly, Leaf, McCutchon, and Martinez, voting "Aye "; Marez was absent. Minutes — Regular Council Meeting October 16, 2007 —Page 2 4. MOTION NO. 2007-260 Motion authorizing the City Manager or his designee to execute a contract with The Bag Lady, Inc., guaranteeing the delivery of specific tonnage of acceptable waste to the Cafe Valenzuela Landfill for a period of twenty years, commencing upon opining of the landfill. The foregoing motion was passed and approved with the following vote: Garrett, Cooper, Elizondo, Rummell, Kelly, Leal, McCutchon, and Martinez, voting "Aye "; Marez was absent. 5. ORDINANCE NO. Q27445 Ordinance authorizing the City Manager or his designee to execute a Temporary Use Privilege Agreement with Corpus Christi Metro Ministries, ("Permittee") of 1919 Leopard Street, Carpus Christi, Nueces County, Texas, to use a portion of undeveloped and unsurfaced dedicated public right -of -way, located between 1919 Mestina Street and 1927 Mestina Street (Lots 2 through 7, Block A, Missouri Improvement Co. Tract), as a Temporary Construction Storage Yard in conjunction with the construction and expansion of the Corpus Christi Metro Ministries Loaves and Fishes Building, located at 1906 Leopard Street, in consideration of payment of $243.20 per month. An emergency was declared, and the foregoing ordinance was passed and approved with the following vote: Garrett, Cooper, Elizondo, Rummell, Kelly, Leal, McCutchon, and Martinez, voting "Aye "; Marez was absent. 6. ORDINANCE NO. 027446 -ift■ ..Pl..■1. Ordinance abandoning and vacating a 925.35- square foot portion of a 5 -foot wide utility easement (U.E. No. I ) and an 8G2.50- square foot portion of a 5 -foot wide utility easement (U.E. No. 2) out of Lots 2 -A and 3, Lawnview Annex, adjacent to Marguerite Street; requiring the owner to comply with the specified conditions. An emergency was declared, and the foregoing ordinance was passed and approved with the following vote: Garrett, Cooper, Elizondo, Rummell, Kelly, Leal, McCutchon, and Martinez, voting "Aye "; Marez was absent. 8.a. MOTION NO. 2007 -262 Motion authorizing the City Manager or his designee to execute a contract with the Center for Coastal Studies, Texas A &M University - Corpus Christi not to exceed $159,959 for Ammonia and Biological Monitoring associated with the Rincon Bayou Diversion Project 2007 -2008. The foregoing motion was passed and approved with the following vote: Garrett, Cooper, Elizondo, Hummell, Kelly, Leal, McCutchon, and Martinez, voting "Aye'; Marez was absent. $.b. MOTION NO. 2007-263 Motion authorizing the City Manager or his designee to execute a contract with the Division of Nearshore Research, Texas A &M University- Corpus Christi not to exceed $122,189 for Salinity and Freshwater Inflow Monitoring associated with the Rincon Bayou Diversion Project 2007 -2008. Minutes -- Regular Council Meeting October 16, 2007 —Page 3 The foregoing motion was passed and approved with the following vote: Garrett, Cooper, Elizondo, Rummell, Kelly, Leal, McCutchon, and Martinez, voting "Aye "; Marez was absent. 8.c. MOTION NO. 2007-264 Motion authorizing the City Manager or his designee to execute a contract with the Hart Research Institute, Texas A &M University- Corpus Christi not to exceed $58,500 for Biological Monitoring associated with the Rincon Bayou Diversion Project 2007 -2008. The foregoing motion was passed and approved with the following vote: Garrett, Cooper, Elizondo, Rummell, Kelly, Leal, McCutchon, and Martinez, voting "Aye"; Marez was absent. 8.d. MOTION NO. 2007-265 Motion authorizing the City Manager or his designee to execute a contract with the University of Texas Marine Sciences Institute, in an amount not to exceed $188,231 for Biological Monitoring Services associated with the Rincon Bayou Diversion Project 2007 -2008. The foregoing motion was passed and approved with the following vote: Garrett, Cooper, Elizondo, Rummell, Kelly, Leal, McCutchon, and Martinez, voting "Aye "; Marez was absent. 9. ORDINANCE NO. 027448 Amending the Code of Ordinances, Chapter 13, Article 11, Division 2, Junked Vehicles, by repealing Sections 13 -38 through 93-45 and adopting new Sections 13 -38 through 13 -45; providing for an effective date; providing for publication; and providing for penalties. (First Reading 1019107) The foregoing ordinance was passed and approved on its second reading with the following vote: Garrett, Cooper, Elizondo, Rummell, Kelly, Leaf, McCutchon, and Martinez, voting "Aye "; Marez was absent. 10. ORDINANCE NO. 027449 Authorizing the City Manager or his designee to execute an amendment to the lease agreement with Smarte Carte, Inc., to extend the term, revise the required equipment, and amend the rental rate for baggage cart rental at the Corpus Christi International Airport; providing for publication. (First Reading 9118!07) The foregoing ordinance was passed and approved on its second reading with the following vote: Garrett, Cooper, Elizondo, Hummel!, Kelly, Leaf, McCutchon, and Martinez, noting "Aye "; Marez was absent. Mayor Garrett opened discussion on Item 7 regarding the construction of a Right Field Party Deck at Whataburger Field. Abel Alonzo, 1701 Thames, asked questions regarding the Corpus Christi Business Development Corporation's (4A Board) support of the project; repayment of funds; and whether the taxpayers are subsidizing Whataburger Field. City Manager Noe explained that a $250,000 capital repair reserve was set up as part of the project and the Hooks have asked for permission to use the reserve to make the improvements with the obligation to replenish the account. Mr. Noe added that the City does not pay for the operation and maintenance of Whataburger Field but does pay for the insurance cost for the building. Minutes — Regular Council Meeting October 76, 2007 — Page 4 in response to Council Member McCutchon, City Manager Noe said the Hooks pay a rental fee of $50,000 a year plus supplemental rent. Dr. McCutchon asked questions regarding whether the loan is interest free and the funding of Whataburger Field. City Manager Noe said the loan is currently interest free and provided an explanation of the funding of the facility and the debt service payment. City Secretary Chapa polled the Council for their votes as follows: 7.a. ORDINANCE NO. 027447 Ordinance appropriating $250,000 from the Reserved for Capital Repair Work in the Business and Economic Development Fund 1140 for construction of a Right Field Party Deck at Whataburger Field; amending FY 2007 -2008 Annual Budget adopted by Ordinance No. 027352 to increase appropriations by $250,000. An emergency was declared, and the foregoing ordinance was passed and approved with the following vote: Garrett, Cooper, Elizondo, Hummel', Kelly, Leal, McCutchon, and Martinez, voting "Aye"; Marez was absent. 7.b. FIRST READING ORDINANCE Authorizing the City Manager or his designee to execute an amendment to the Stadium Lease Agreement between the City of Corpus Christi, Texas and Round Rock Baseball, Inc., and assigned to Corpus Christi Baseball Club, L.P., a Texas Limited Partnership to authorize the use of Capital Repair Funds for alterations, additions and new improvements subject to Lessee paying supplemental rent to replenish the Capital Repair Fund; providing for publication. The foregoing ordinance was passed and approved on its first reading with the following vote: Garrett, Cooper, Elizondo, Rummell, Kelly, Leal, McCutchon, and Martinez, noting "Aye "; Marez was absent. 7.c. MOTION No. 2007-261 A.1..4.1..P... _ Motion authorizing the City Manager or his designee to execute a Design and Construction Contract with Corpus Christi Baseball Club, L.P., of Corpus Christi, Texas in the amount of $250,000 for the construction of a Right Field Party Deck at Whataburger Field. The foregoing motion was gassed and approved with the following vote: Garrett, Cooper, Elizondo, Rummell, Kelly, Leal, McCutchon, and Martinez, voting "Aye "; Marez was absent. Mayor Garrett opened discussion on Item 14 regarding a Declaration of Gift and Agreement with Texas A & M University System (TAMUS). City Attorney Mary Kay Fischer provided a background of the need for expansion of Texas A & M University — Corpus Christi and the Declaration of Gift and Agreement for the conveyance of 140.39 acres of land in the vicinity of Ennis Joslin and Nile Drive, including South Guth Park. Ms. Fischer referred to the language of the proposed ordinance and agreement including the lease of athletic fields at South Guth Park; relocation of athletic fields and playgrounds with new facilities; the requirement for meters and bounds of the property and desired easements; use of the property for the public purpose related to higher education; sale of the gift agreement; abandoning and vacating of a portion of Nils Drive; and termination of the agreement. Ms Fischer said there was a change to page 6, Item 7. Expenses to read: "TAMUS shall pay or cause to be paid all expenses associated with this gift, including but not limited to all closing costs and title insurance policies". Minutes — Regular Council Meeting October 16, 2007 —Page 5 There were no comments from the audience. Dr. Flavius Killebrew, President of Texas A & M University — Corpus Christi explained that the timeline for the process is set up so that prior to creating a master plan, TAMUS has ownership of the property. He added that this item will be on the Board of Regents' agenda in December. Council Members asked questions regarding the TMAU timeline and the planning effort; the definition of "public purpose for higher education "; emergency declaration of the ordinance; traffic impact for the closure of Nile Drive; the department responsible for acquiring the new city property; the price associated with the purchase of new land; the estimated tract of land for the new property; the land owners of the optional property sites; appraisal of the bail fields; the 60 day notice for closure of Nile Drive; the fair market value of land for the ballpark; the inclusion of the flood plain; the size of the flood plain area; whether there are restrictions for the use of the property out of the flood plain adjacent to the homes on Ennis Joslin and the size of that tract; the plan to enter into negotiations for the ballpark alternate site; whether there is wording that the gift be contingent on finding laid for the ballpark; original asking price and appraisal of the seven acres for the optional site of the ballpark; methods used for appraisal of optional site; condemnation proceedings; TAM- CC Board of Regents agenda process; budget for the project; whether condemnation proceeding were challengeable; the passible uses of the flood plain and corner property; liability issues; and location of the neighborhood park. A motion was made by Mr. Rummell to delay this item until an agreement or option is reached on purchase of properties to replace the ballpark. The motion was seconded by Ms. Leal. City Secretary Chapa polled the Council for their votes as follows: The motion failed with the following vote: Rummell and Leal, voting "Aye"; Garrett, Cooper, Elizondo, Kelly, McCutchon, and Martinez, voting "No "; Marez was absent. A motion was made by Mr. Rummell to amend the Gift Agreement to remove the flood plain property and the portion of property adjacent to homes on Ennis Joslin and to include a lease of that property for $1 a year for the duration the university is using the property for higher education. A brief discussion ensued regarding the uses of the flood plain and the corner property adjacent to homeowners. The motion was seconded by Dr. McCutchon. City Secretary Chapa polled the Council for their rotes as follows: The motion fatted with the following vote: Rummell voting "Aye "; Garrett, Cooper, Elizondo, Kelly, Leal, McCutchon, and Martinez, voting "No "; Marez was absent. A motion was made by Mr. Rummell to amend the gift agreement to convey 137.39 acres to the university, reserving three acres fronting Ennis Joslin, to self to help address the cost associated with the new ballpark. The motion was seconded by Mr. Elizondo. City Secretary Chapa polled the Council for their votes as follows: The motion failed with the fallowing vote: Elizondo, Rummell, Leal, and McCutchon, voting "Aye "; Garrett, Cooper, Kelly, and Martinez, voting "No"; Marez was absent. City Secretary Chapa announced that a motion was required to amend the agreement to include the new language submitted by staff on Item 7. A motion was made by Ms. Martinez to amend the agreement, seconded by Mr. Kelly, and passed unanimously (Marez was absent). Minutes -- Regular Council Meeting October 16, 2007 —Page 6 City Secretary Chapa polled the Council for their votes as follows: 14. ORDINANCE NO, 027451 Ordinance authorizing the City Manager to execute a Declaration of Gift and Agreement between the City of Corpus Christi, Texas and the Board of Regents of the Texas A &M University System for the benefit of Texas A &M University- Corpus Christi relating to the conveyance of 140.39 acres of land in the vicinity of Ennis Joslin Road and Nile Drive, including South Guth Park; and authorizing the City Manager to take all further actions to effect the gift and conveyance. An emergency was declared, and the foregoing ordinance was passed and approved with the following vote: Garrett, Cooper, Elizondo, Kelly, Leal, McCutchon, and Martinez, voting "Aye "; Rummell voting "No "; Marez was absent. Mayor Garrett called a brief recess to present proclamations and listen to public comment. * * * Mayor Garrett called for petitions from the audience. David Loeb, 921 N. Chaparral, expressed his concerns regarding the Crosstown Commons Infrastructure Financing Agreement. Hal George, 5350 S. Staples, spoke regarding the wording in the Infrastructure Finance Agreement and asked the Council to slow down the process. Carolyn Moan, 4902 Calvin, spoke regarding the installation of blinking traffic lights in the downtown area. John Kelley, 3621 Austin, spoke regarding the TIF agreement; passage of items on emergency reading; public information request; the quality of maps in the agenda packet; and moving items around on the agenda. Abele Alonzo, 1701 Thames, asked the public to have an open mind and listen to the Crosstown Commons presentation. Bill Kopecky, 3609 Topeka, spoke regarding the moving of agenda items and the gift agreement with the university. Reagan Brown spoke regarding the university being an asset to the community and making goad investments to the City. Mr. Brown also spoke in opposition of a tax subsidy for the Crosstown Commons project. Susie Luna Saldana, 4710 Hake', thanked the Council for voting for the best interest of Corpus Christi. Mayor Garrett referred to Item 11, and a motion was made, seconded and passed to open the public hearing on the following zoning case: Case No. 0907-01 A. C. Gilmore: A change of zoning from a "R-1B" One- family Dwelling District to a "B-4" General Business District on property described as Gardendale Unit 2, Block 5, Lot 23, located on Bonner Drive, approximately 300 feet west of the intersection of South Staples Street. City Secretary Chapa stated that the Planning Commission and staff recommended denial of the "B-4" General Business District, and in lieu thereof, approval of a Special Permit subject to a site plan and five (5) conditions. No one appeared in opposition to the zoning change. Mr. Elizondo made a motion to close the public hearing, seconded by Ms. Cooper, and passed. Mr. Chapa polled the Council for their votes as follows: Minutes — Regular Council Meeting October 16, 2007 —Page 7 91. ORDINANCE NO. Amending the Zoning Ordinance, upon application by A. C. Gilmore, by changing the zoning map in reference to Gardendale Unit 2, Block 5, Lot 23, from "R-1B" One - family Dwelling District to "R -1 BISP "One- family Dwelling District with a Special Permit to allow a parking lot, subject to a site plan and five (5) conditions; amending the Comprehensive Plan to account for any deviations from the existing Comprehensive Plan; providing a repealer clause; providing a penally; providing for publication. An emergency was declared, and the foregoing ordinance was passed and approved with the following vote: Garrett, Cooper, Elizondo, Hummel!, Kelly, Leal, McCutchon, and Martinez, voting "Aye "; Marez was absent. Mayor Garrets opened discussion on Item 12 regarding zoning Case No. 0907 -02, Shoreline Oaks, Inc. City Secretary Chapa announced that the applicant is requesting to table Item 12 until October 30, 2007. Ms. Martinez made a motion to table Item 12 to October 30t ", seconded by Mr. Kelly, and passed. Mayor Garrett opened discussion an Item 15 regarding the removal of the Tule Lake Lift Bridge. City Manager Noe said this item was the interlocal agreement with the Port of Corpus Christi for removal of the Tule Lake Lift Bridge. There were no comments from the audience. City Secretary Chapa polled the Council for their votes as follows: 15. RESOLUTION NO. 027452 Resolution authorizing the City Manager to execute an !Medi:Ica! Agreement with the Port of Corpus Christi Authority (PCCA) of Nueces County, Texas for the removal of the Tule Lake lift Bridge. The foregoing resolution was passed and approved with the following vote: Garrett, Cooper, Elizondo, Humid, Kelly, Leal, McCutchon, and Martinez, voting "Aye "; Marez was absent. Mayor Garrett opened discussion on Item 16 regarding the Community Youth Development Program. Director of Parks and Recreation Sally Gavlik explained that this item was the appropriation of the funding for the 78415 Zip Code from the Texas Department of Family and Protective Services and the contracts for each one of the agencies. In response to Council Member Deal, Ms. Gavlik said that the contracts cannot be amended and must be accepted in their entirety. Council Member Leal asked staff to make sure the City is in compliance with the contracts set by the State. Abel Alonzo, 1701 Thames, thanked Ms. Gavlik and staff for a job well done and for being inclusive in the distribution of contracts. City Secretary Chapa polled the Council for their votes as follows: 16. MOTION N4. 2007 -266 Motion authorizing the City Manager or his designee to execute a contract with the Texas Department of family and Protective Services for funding in the amount of $507,000 from the Community Youth Development Program for the 78415 ZIP Cody for projects as recommended by the Community Youth Development Steering Committee for FY 2007- 2008, Contract Period September 1, 2007 through August 31, 2008. Minutes — Regular Council Meeting October 16, 20Q7 —Page 8 The foregoing motion was passed and approved with the following vote: Garrett, Cooper, Elizondo, Hummel!, Kelly, Leal, McCutchon, and Martinez, voting "Aye "; Marez was absent. 16.b. ORDINANCE NO. 027453 Ordinance appropriating $507,000 from the Texas Department of Family and Protective Services in the No. 1060 Community Youth Development fund to fund the Community Youth Development Program in the 78415 ZIP Code for FY 2007 -2008, Contract Period September I , 2007 through August 31, 2008. An emergency was declared, and the foregoing ordinance was passed and approved with the following vote: Garrett, Cooper, Elizondo, Hummel!, Kelly, Leal, McCutchon, and Martinez, voting "Aye "; Marez was absent. 16.c. MOTION NO. 2007 -267 ..... Motion authorizing the City Manager or his designee to execute a subcontract with the Boys and Girls Club of Corpus Christi in the amount of $54,100 to provide services for youth ages 6 to 17 in the 7$415 ZIP Code. The foregoing motion was gassed and approved with the following vote: Garrett, Cooper, Elizondo, Hurnmelt, Kelly, Leal, McCutchon, and Martinez, voting "Aye "; Marez was absent. 16.d. MOTION NO. 2007 -268 Motion authorizing the City Manager or his designee to execute a subcontract with Communities in Schools, Corpus Christi, Inc. in the amount of $176,000 to provide services for youth ages 10 to 17 in the 78415 ZIP Cade. The foregoing motion was passed and approved with the following vote: Garrett, Cooper, Elizondo, Hummel], Kelly, Leal, McCutchon, and Martinez, voting "Aye "; Marez was absent. 16.e. MOTION NO. 2007 -269 Motion authorizing the City Manager or his designee to execute a subcontract with Planned Parenthood of South Texas in the amount of $26,657 to provide services for youth ages 10 to 17 in the 78415 ZIP Cade. The foregoing motion was passed and approved with the following vote: Garrett, Cooper, Elizondo, Hummell, Kelly, Leal, McCutchon, and Martinez, voting "Aye'; Marez was absent. 16.f. MOTION NO. 2007-270 Motion authorizing the City Manager or his designee to execute a subcontract with the YMCA of Corpus Christi in the amount of $38,133 to provide services for youth ages 14 to 17 in the 78415 ZIP Code. The foregoing motion was passed and approved with the following vote: Garrett, Cooper, Elizondo, Hummel!, Kelly, Leal, McCutchon, and Martinez, voting "Aye "; Marez was absent. Minutes — Regular Council Meeting October 16, 2007 -- Page 9 16.g. MOTION NO. 2007 -271 Motion authorizing the City Manager or his designee to execute a subcontract with YWCA of Corpus Christi in the amount of $49,095 to provide services for girls in the 4`n ,Stn, and 6`n grades in the 78415 ZIP Cade. The foregoing motion was passed and approved with the following vote: Garrett, Cooper, Elizondo, Rummell, Kelly, Leal, McCutchon, and Martinez, voting "Aye "; Marez was absent. 16.h. MOTION NO. 2007-272 Motion authorizing the City Manager or his designee to execute a subcontract with Youth Odyssey in the amount of $31,838 to provide services for youth ages 12 to 17 in the 78415 ZIP Code. The foregoing motion was passed and approved with the following vote: Garrett, Cooper, Elizondo, Hummel!, Kelly, Leal, McCutchon, and Martinez, voting "Aye "; Marez was absent. 16.i. MOTION NO. 2007 -273 Motion authorizing the City Manager or his designee to execute a subcontract with Parks and Recreation "Teen Trekkers" Program in the amount of $27,828 to provide services for youth ages 13 to 17 in the 78415 ZIP Code. The foregoing motion was passed and approved with the following vote: Garrett, Cooper, Elizondo, Rummell, Kelly, Leal, McCutchon, and Martinez, voting "Aye "; Marez was absent. Mayor Garrett referred to Item 13, a presentation on the Crosstown Commons Project and the Infrastructure Financing Agreement. City Manager Noe stated the Infrastructure Financing Agreement is in addition to the previously approved Preliminary Infrastructure Agreement. Mr. Noy provided a brief presentation of the current draft of the infrastructure financing agreement including changes on the time for completion and the one anchor limit clause; supplemental material for the formation of the local government corporation, base tax levels, definitions to key terms, the 384 Agreement as opposed to a TIF, and default remedies; and unchanged fundamental issues including no reimbursement until completion, reimbursement only from new revenues, relocations, not city bonds, jobs and local contractors, and maintenance by developer. John Bel {, Attorney for Crosstown Commons said the change in the time for completion is based on the changes to the credit market and debt. He added that the developers are requiring a longer period of time due to current economic issues and the back out of Dillard's. Mr. Bel! stated that the developers are confirmed and committed to buying and developing the full property. Council Members asked questions regarding hotel square footage not being included in the contract as retail space; reimbursements only from new revenues; utilization of disadvantaged business enterprises and focal contractors; the change in the time for completion; the square footage of retail; the development of the lifestyle center; the chronology of the development; the tier scenario for reimbursement; the definition of completion; the definition of gross floor area; the center line of walls; clarification of relocation date; the preliminary agreement; the original two phase of the project; consideration to drop the 500,000 square foot minimum level; net new sales tax; the 90% occupancy level; establishment of an opening date; the change to the one anchor limit; the number of anchors in the City; the formation and responsibilities of the LGC; liability for corporation Minutes — Regular Council Meeting October 16, 2007 —Page 10 members; provisions for reimbursement of off -site infrastructure; the effective date of the agreement; start of the sales tax into the reimbursement fund; default of the project; dedication of tax revenues; the level of stores for the project; possible tenants; concerns that developer will profit from real estate transactions; and earlier payment of bonds. Council Member McCutchon stated that he would like the document to reflect that the build out of the completion is a lifestyle center. Mayor Garrett asked staff to bring this item for action on the October 23rd meeting. Mayor Garrett called for the City Manager's report. City Manager Noe said that the Infill Housing Program in the Model Block area is getting ready for kickoff in partnership with Habitat for Humanity. Mr. Noe added that in partnership with Bank of America, construction in Model Block area will begin at 1309, 1318, and 1322 Moore Street. Mr. Noe announced the next CIP workshop is scheduled for October 30`" at 8:00 a.m. Mayor Garrett spoke regarding the opening ceremony of the Cefe Valenzuela Municipal Landfill; the status of Ocean Drive; and redoing Shoreline Boulevard. Mayor Garrett reported receiving a positive comment about the Development Services Department. Mayor Garrett called for Council concerns and reports. Council Member Martinez reported on a citizen request regarding closing the back exit to King High School off Monette Street. Ms. Martinez announced the Memorial Coliseum Committee meeting scheduled for October 17'h at 5:00 p.m. in the 6th Floor Conference Roam to discuss the Bayfront Master Plan. Ms. Martinez asked staff to update the City Council on the Bayfront Master Plan and timeline. Council Member McCutchon asked if the Bayfront Master Plan would be included in the 2008 Bond issue. Dr. McCutchon reported on a citizen complaint from the owner of Camper Comer about platting and payment of a lift station. Dr. McCutchon asked if there would be any anticipated changes on the Crosstown Commons document prior to next week. The council was in consensus to direct the City Manager to put language in the Infrastructure Agreement with Crosstown Commons that requires the developer to make the proposed development a lifestyle center. A motion was made by Dr. McCutchon to direct the City Manager to place provisions that the developer not be reimbursed for offsite infrastructure should they default an the terms of the agreement. The motion was seconded by Mr. Elizondo. City Secretary Chapa polled the Council for their votes as follows: The foregoing motion failed with the following vote: Elizondo and McCutchon voting "Aye "; Garrett, Cooper, Kelly, Leas, and Martinez, voting "Na "; Hummel! and Marez were absent. Council Member McCutchon asked that staff request from the developer a copy of the proformas from the Crosstown Commons group. Dr. McCutchon also requested background regarding modular homes prior to the tabled public hearing on zoning case 0907 -d2. Council Member Leal asked if a commendation could be provided to South Park Middle School for receiving the Texas Education Agency (TEA) Recognition. Ms. Leal requested reports on the removal of the fencing at Gabe Lozano Sr. Golf Course; the improvements to the greens at Minutes — Regular Council Meeting October 16, 2007 —Page I 1 Gabe Lozano; and the speed humps in the Molina area. Ms. Leal thanked the Texas Department of Transportation for fixing the turn arounds prior to the holidays. Ms. Leal also thanked all city employees for their hard work. Council Member Cooper reported on a constituent complains for code enforcement at 318 Westgate. Ms. Cooper reported on a concern from John McCormick regarding the removal of the helicopter at the memorial for those who served in South East Asia. Ms. Cooper thanked the staff that attended the Town Hall meeting on October 15 «. Ms. Cooper asked questions regarding owner permission for the removal of graffiti. There being no further business to come before the Council, Mayor Garrets adjourned the Council meeting at 3:07 p.m. on October 16, 2007. 2 ■ a. CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY --One (1) vacancy with term to 6 -30 -08 representing the transportation disadvantaged. DUTIES: To operate and provide for public transportation system for Nueces County and the cities included in the Authority. COMPOSITION: Board of Directors consist of eleven (11) members -five (5) appointed by the City Council; three (3) appointed by Nueces County Commissioners Court; two (2) appointed by the Mayors of Cities in the Transit Authority other than Corpus Christi, and the Chaim Ian who is appointed by the Board. The principal municipality shall make its appointments to the board so that at least one of the appointees is designated to represent the interests of the transportation disadvantaged. The statute does not mandate that this Board member be "transportation disadvantaged." If Chairman is from the membership, the entity that appointed that person will appoint a replacement. Terms shall be for two years; members may serve up to eight consecutive years as stated by State Law. The State Sunset Committee suggests that the appointing bodies should consider the appointment of a regular rider of the transit system. MEMBERS Crystal Lyons, Chairperson Anna M. Flares (Nueces County) Vacant (City Council - Transp. Disad.) Jahn F. Longoria. (City Council) John Valls (City Council) Maurice Fortis (City Council) Mannti Cummins (City Council) Mike Rendon (Nueces County) David Martinez (Nueces County) Sara Salvide. (Mayor of other Cities) Ricardo Ramon (Mayor of other Cities) INDIVIDUALS EXPRESSING INTEREST Abel Alonzo ORIGINAL TERM APPTD. DATE i 0 -03 -09 6 -08 -04 09 -18 -09 10 -08 -03 06 -30 -08 06 -30 -08 6 -Q8 -04 06 -30 -OS 10 -11 -OS 06 -30 -OS 7-11-06 06-30-08 7 -11 -06 09 -18 -09 10 -03 -07 09 -18 -09 10 -08 -03 09 -19 -09 9 -28 -OS 09 -I9 -09 10 -3 -Q7 Received B.A. in Sociology and training in ADA, Access, Awareness and Advocacy. Member of the Westside Business Association. Received the Spirit of ADA Pioneer Award, Jefferson Award, and Who's Who Among Students in American Junior Colleges -Del Mar College. (9 -7 -07) Richard Bailey, Sr. David Berianga Dr. Haysam Dawod Vincent E. Doyle Distribution/Logistics Team Leader, E.I. Dupont. Received B.A. and currently pursuing M.B.A. from Texas A & M University — Corpus Christi. Has received numerous awards for safety and cost related issues and is certified as a 6 Sigma Green Belt (Statistical Analysis). Active as a member of St. John Baptist and affiliated with OLPH Catholic Church. (9-06-07) Financer/ManageriBusinessDeveloperiCEO, Maker Capital Group, Fung Shui Lounge, Sa.ng&Dav LLC, and American Builders. Received Bachelors Degree from University of Texas, Austin. and currently working on Masters of Public Administration/City Management, Texas State University. Activities include: Habitat for Humanity, Organizer for Hispanics organized for Public Education {HOPE }, and Social Director for Zeta Psi. (9- Y8 -Q7) Self - Employed, Dentist. Received BS from Corpus Christi State University and Doctor of Dental Surgery from University of Texas, Dental Branch, Houston, Texas. Activities include: American Dental Association, Corpus Christi Evening Rotary Club, and Volunteer Dentist for Clinca Carpus Christi - Guatemala. Graduate of Leadership Corpus Christi, XXIX. (8- 30 -07) Engineering Service, Carpus Christi Army Depot. Received Trade School Vocational Certification. Interested in serving community. (9- 12 -07) Thomas E. Dreyer Received M.A. in Psychology. Member of the Veterans Band of Carpus Christi. (9- .10 -07) Jamie Duff Angie Flores Government Intern, CorpusBeat Magazine. Received B.A. in English at Texas A & M University and currently pursuing M.A. from Texas A & M University — Corpus Christi. Activities include: Corpus Christi Focus and Church of the Good Shepherd Bell Choir. (9 -5 -Q7) Leasing Agent, Landlord Resources. Attended Massey Business School, University of Shopping Centers and is a Licensed Real Estate Agent. Activities include: Boys & Girls Club of Corpus Christi Board, Leadership Corpus Christi Board of Governors, Heart of Corpus Christi Board Member and Downtown Redevelopment Committee. (10- 4-07) Manuel Garcia III Ernest R. Garza Rolando Garza Art Granado Adam Nuse Roy Ortega, Jr. John W. Owen z Federal Workforce Manager, CCAD, L -3 Communications. Received Occupation Education and Academic Education Liberal Arts and sciences Degrees, Del Mar College. Supervisor Development and Proficiency, Phases 1 and 2, Texas A &M University and Continuing Education Classes. (3 -8 -07) President, Ernest R. Garza & Co., P.C. Received B.A. in Accounting from C.C. State University and is a Certified Public Accountant and Real Estate Broker. Activities include: Director of the Nueces River Authority Board, Chamber of Commerce, Habitat for Humanity, Hispanic Chamber and Northwest Business Association. Received Accountant of the Year Award. (4- 2Y -D7) Political Labor Consultant. Attended Del Mar College. Advocate for Under Privileged, Civil Rights, Disabled Citizens and Americans with Disabilities Act Compliance. Refining Industry Work Experience. Regional Transportation Employee Representative. (10/4/07) Owner, The Insurance Group. Attended Texas A & I University. Activities include: Chairman of The Heart of Corpus Christi, Forward Corpus Christi —Grass Roots Committee, Leadership Class, and CBAHU. (9 -4 -07) Director of Group Sales, Corpus Christi Hooks. Received Bachelors in Business Marketing from University of Oklahoma and Masters in Sports Management from Wichita State University. Activities include: Leadership Corpus Christi, US° of South Texas —Board of Directors, and American Red Cross Board of Directors. (I1- 06 -06) Owner, Victorian Hall LLC. Attended Del Mar College and numerous service schools. Interested in community involvement. (9- 25 -07) President/CEO, Goodwill Industries of South Texas, Inc. Received B.S. in Education from the University of Wisconsin and Goodwill Industries International Executive Training Program. Activities include: Southside Rotary Club, Karen E. Henry Foundation for Accessible Housing, Texas Association of Goodwill Industries and Leadership C.C. Alumni. (9- 26 -d7) Gerald A. Roger Mary J. Saenz Lattice M. Sellers Eloy Soza Judy Teige Attorney, The Roger Law Office &Freedom Center. Received AS from Enterprise State Jr. College, BGS from University of Houston - Downtown, and JD from Thurgood Marshall School of Law. Activities include: Precinct Chairman of Nueces County Democratic Party. (9- 21 -07) Unit Program Specialist, Department of Assistive & Rehabilitation Services. Received B.A. in Business Administration and M.S. in Counseling and Guidance from Texas A &M University-Corpus Christi. Activities include: WorkSource Board Member and Committee Chair for the Ad Hoc and Operations, Regional Transportation Authority Committee, and Employer Symposium Committee Chair. Graduate of Leadership Corpus Christi Class XVIII and Dars Leadership Academy. Received the Parent of the Year Award from Mary Carroll High School and H.E.B. "Return to Work" Award. (4- 13 -07) Department Head/FSMIV, Texas Department of Criminal Justice. Received A.A. in Communications from Del Mar College. Activities include: steering Committee for Flour Bluff I.S.D. Educational Foundation, cable access show "Community Outreach ", and State Democratic Executive Committee for Women. (8- 30 -07) Volunteer and Community Advocate. Received B.S. in Biology and working an M.S. in Chemical Engineering. Farmer Member of the Committee for Persons with Disabilities. (9- I7 -Q7) Consultant/Founder, Accessible Hauling Resources, Inc. and Executive Director, Coastal Bend Center for Independent Living. Received Bachelor of Education from Keene State College/University of New Hampshire. Graduate coursework in Public Administration at Corpus Christi State University. Rehabilitation Management Certification Course, University of Arkansas. Certified Care Manager and Mediator. Activities include: Coalition of Texans with Disabilities, Disability Policy Consortium Agency Member, and Advisory Committees for Health Maintenance Organizations. (9- 25 -07) Jonathan Wagner Sam Watson Consultant, Neighbor Works America. Received MBA Business Management. Activities include: Secretary of Homeless Issue Partnership and Chairman Elect of the Coastal Bend Council of Governments Advisory board. Farmer Administrator for Community Development for City of Corpus Christi, 2003 -2006. (5- 29 -07) Agent, State Farm Insurance. Received B.A. in Psychology. Member of the National Association of Insurance and Financial Advisors. (9 -G -07) 3 CITY COUNCIL AGENDA MEMORANDUM AGENDA ITEM: October 23, 2007 A. Resolution authorizing the City Manager, or designee, to accept a grant from the State of Texas, Office of Governor, Criminal Justice Division in the amount of $90,772.77 for the Juvenile Accountability Incentive Block Grant Program for an Anti-Shoplifting Education Program for the Municipal Juvenile Court to reduce juvenile delinquency, improve the juvenile justice system, and increase accountability of juvenile offenders, with a city match of $1,196.97 in the No. 1020 General Fund, and a total project cost of $11,969.74. B. Ordinance appropriating $10,712.77 from State of Texas, Office of the Governor, Criminal Justice Division, in the No. 1061 Police Grant fund for eligible funding under the Juvenile Accountability Incentive Block Grant Program for an Anti - Shoplifting Education Program for Municipal Juvenile Court to reduce juvenile delinquency, improve the juvenile justice system, and increase accountability of juvenile offenders; transferring $1,196.97 from the No. 1020 General Fund and appropriating it in the No. 1061 Police Grant fund as grans matching funds; appropriating $5,540 of estimated program income in No. 1061 Police Grant fund; and declaring an emergency. ISSUE: This grant will continue the Anti - Shoplifting Education Program which provides home study program for theft cases for rehabilitation/prevention efforts. REQUIRED COUNCIL ACTION: Approval of the Resolution and Ordinance PREVIOUS COUNCIL ACTION: City Council authorized grant application on April 24, 2007. CONCLUSION AND RECOMMENDATION: A• proval of the Resolution and Ordinance to accept and appropriate this grant. f Alt c Pc...1 Rodoifo Tamez, 'residing Judge iffx-ie8, STATE OF T OFFICE OF THE GOVERNOR OCT RECEIVED 12 an CITY MANAGER'S OFFICE Rick Perry Governor October 9, 2007 Mr. George Noe Corpus Christi, City of Post Office Box 9277 Carpus Christi, Texas 7$469 Dear Mr. Noe: I am pleased to announce a grant award for $10,772.77 to your organization for the following project: Municipal Juvenile Court. My Criminal Justice Division is working to ensure that communities throughout the state receive the resources to make Texas a safer place. OD-fiinded programs promote help and healing for crime victims, provide safe places and positive role models for young Texans, enforce laws that protect citizens and expand training opportunities for Texas criminal justice professionals. Your project contributes to these efforts. Instructions for activating your grant online at littps://ejdonline.govemor.stateitx.us should have come to you already by email. Please call my Criminal Justice Division at (512) 463 -1919 if you have any questions. Sincerely, iek ete.....9 Rick Perry Governor RP:ken 1329909 POST OFFICE BOX 12428 ATJSTIN, TEXAS 78711 (572) 463 -1919 (VOICE) / (512) 475 -2940 (FAX)/ DIAL 7 -3 -1 FOR RELAY SERVICES Page 1 of 2 RESOLUTION AUTHORIZING THE CITY MANAGER, OR DESIGNEE, TO ACCEPT A GRANT FROM THE STATE OF TEXAS, OFFICE OF GOVERNOR, CRIMINAL JUSTICE DIVISION IN THE AMOUNT OF $10,772.77 FOR THE JUVENILE ACCOUNTABILITY INCENTIVE BLACK GRANT PROGRAM FOR AN ANTI - SHOPLIFTING EDUCATION PROGRAM FOR THE MUNICIPAL JUVENILE COURT TO REDUCE JUVENILE DELINQUENCY, IMPROVE THE JUVENILE JUSTICE SYSTEM, AND INCREASE ACCOUNTABILITY OF JUVENILE OFFENDERS, WITH A CITY MATCH OF $1,796.97 IN THE NO. 1420 GENERAL FUND, AND A TOTAL PROJECT COST OF $11,969.74. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager, or designee, is authorized to accept a grant from the State of Texas, Office of the Governor, Criminal Justice Division, in the amount of $10,772.77 for the Juvenile Accountability Incentive Block Grant Program to reduce juvenile delinquency, improve the juvenile justice system, and increase accountability of juvenile offenders. The City match for this grant is $1,196.97 in the No. 1020 General Fund, for a total project cost of $11,969.74. SECTION 2. The City Manager, or designee, may accept, reject, agree to alter the terms and conditions, or terminate the grant, if the grant is awarded to the City. SECTION 3. In the event of the loss or misuse of these grant funds, the City of Corpus Christi will return all funds to the State of Texas, Office of the Governor, Criminal Justice Division. ATTEST: Armando Chapa City Secretary APPROVED: October 17, 2007 V.,,v);-L, Lisa Aguil Assistant City Attorney For City Attorney HALEG-DIR\Jeannie\Lisa\RES-JuvenileCourtGrani.doc THE CITY OF CORPUS CHRISTI Henry Garrett Mayor Corpus Christi, Texas of , 2007 The above resolution was passed by the following vote: Henry Garrett _ Melody Cooper __._. Larry Elizondo, Sr. �. Mike Hummel{ _ Bill Kelly Priscilla G. Lea! John E. Marez Nelda Martinez Michael McCutchon HALEG-DIR\JeannielLisa\RES-JuvenileCourtGrant.doc Page 2 of 2 Page 1 of 3 ORDINANCE APPROPRIATING $10,772.77 FROM STATE OF TEXAS, OFFICE OF THE GOVERNOR, CRIMINAL JUSTICE DIVISION, IN THE NO. 1D61 POLICE GRANT FUND FOR ELIGIBLE FUNDING UNDER THE JUVENILE ACCOUNTABILITY INCENTIVE BLOCK GRANT PROGRAM FOR AN ANT { - SHOPLIFTING EDUCATION PROGRAM FOR THE MUNICIPAL JUVENILE COURT TO REDUCE JUVENILE DELINQUENCY, IMPROVE THE JUVENILE JUSTICE SYSTEM, AND INCREASE ACCOUNTABILITY OF JUVENILE OFFENDERS; TRANSFERRING $1,196.97 FROM THE NO. 1020 GENERAL FUND AND APPROPRIATING IT IN THE NO. 1061 POLICE GRANT FUND AS GRANT MATCHING FUNDS; APPROPRIATING $5,500 OF ESTIMATED PROGRAM INCOME IN THE NO. 1061 POLICE GRANT FUND; AND DECLARING AN EMERGENCY. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That a grant of $10,772.77 from the State of Texas, Office of the Governor, Criminal Justice Division, is appropriated in the No. 1061 Police Grant Fund for eligible funding under the Juvenile Accountability Incentive Block Grant Program to reduce juvenile delinquency, improve the juvenile justice system, and increase accountability of juvenile offenders. SECTION 2. That $1,196.97 is transferred from the No. 1024 General Fund and appropriated in the No. 1061 Police Grant Funds as matching grans funds. SECTION 3. That $5,5Q0 of estimated Program income is appropriated in No. 106'S Police Grant fund. SECTION 4. That upon written request of the Mayor or fire Council members, copy attached, the City Council (1) finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs and (2) suspends the Charter rule that requires consideration of and voting upon ordinances at two regular meetings so that this ordinance is passed and takes effect upon first reading as an emergency measure this the 23rd day of October, 2007. ATTEST: THE CITY OF CORPUS CHRISTI Armando Chapa City Secretary HALEG-DIR\Jeannie\LisaVORD-JuvenileCourtGrant.DOC Henry Garrett Mayor Page 2 of 3 APPROVED: October 17, 2007 i-4,1-, ikpa'''. Lisa Aguil Assistant City Attorney for City Attorney HALEG-DIRWeannie\Lisa\ORD-JuvenileCourtGrant,DOC Corpus Christi, Texas Day of _ �, Z007 ,,,,- - -- - , Page 3 of 3 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: liwe, 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, Henry Garrett Mayor ,ii ..+ Council Members The above ordinance was passed by the following vote: Henry Garrett Melody Cooper Larry Elizondo, Sr. Mike Hummel] Bill Kelly Priscilla G. Leal John E. Marez Nelda Martinez Michael McCutchon HALEG-DIR\Jeannie\Lisa\ORD-JuvenileCourtGrant.DOC 4 CITY COUNCIL AGENDA MEMORANDUM City Council Action Date: AGENDA ITEM: 10/23/2007 Ordinance amending Ordinance 027352, which adopter! the FY 2007 -2008 Operating Budget, to increase the number of Fire Captain positions from 78 to 79; providing for severance; and declaring an emergency. ISSUE: The new Captain position will be responsible for programs in emergency services. Duties will include, but are not limited to, coordination with the Special Operations Teams (Hazardous Materials and Rescue), billing related to Special Operations, Firs and EMS response data analysis, Homeland Security training and development, private ambulance inspections, Quality Improvement for EMS, supervision of EMS supply and biohazard program and EMS special events programs. The yearly cast for the Captain position will be $61,845.74 and the funds are available in the EMS Division, Organization No. 35100. REQUIRED COiJNCIL ACTION: Council approval is required to amend ordinance No. 027352, which adopted the FY 2007 -2008 Operating Budget, in order to increase the number of Fire Captain positions from 78 to 79. PREVIOUS COUNCIL ACTION: None CONCLUSTON AND RECOMMENDATION: Staffrecommends approval ofthe ordinance. Richard Hooks Fire Chief Attachments: Ordinance CADocuments and Settings\RickR\My Documents \Agenda Iterns\Captains Positton.ls,dvc BACKGROUND INFORMATION After the retirement of the civilian EMS Director in February 2007, the EMS Division has been realigned under the direction of the Assistant Chief of Operations (certified paramedic ). This realignment of the division is working well; however, there is a need for additional support staff to assist with emergency service programs. Current administrative staff that are dedicated to daily operations consists of four personnel: One Assistant Chief, one Battalion Chief, one Firefighter II (supply), and one civilian Management Aide. Call volume has increased from approximately 15,000 calls in 1990 to approximately 35,000 calls in 2007. CAliocuments and Settings\RickR\My DocurnentslAgenda Items\Captains Positionixisidoc ORDINANCE AMENDING ORDINANCE 027352 WHICH ADOPTED THE FY 2Q07 -2008 OPERATING BUDGET, TO INCREASE THE NUMBER OF FIRE CAPTAIN POSITIONS FROM 78 TO 79; PROVIDING FOR SEVERANCE; AND DECLARING AN EMERGENCY. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That Ordinance 027352 which adopted FY 2007 -2008 operating budget, Section 4, is amended to increase number of Fire Captain positions from 78 to 79; as follows: "Section 4. Firefighter Positions. The number of positions budgeted for each firefighter classification in the Fire Department shall be: Firefighter -134` Firefighter fl -EMS - 97 Firefighter II - Engineer - 70 Fire Captain - 7-8 79 Battalion Chief -10 Assistant Fire Chief - 4 Deputy Fire Chief - I Fire Chief - 'I FY 47 -Q8 TOTAL 345-396 *This number may be temporarily increased by graduates from a fire academy authorized by the City Manager, which temporary increase shall be reduced to authorized strength through attrition." SECTION 2. That upon written request of the Mayor or eve Council members, copy attached, the City Council (1) finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs and (2) suspends the Charter rule that requires consideration of and voting upon ordinances at two regular meetings so that this ordinance is passed and takes effect upon first reading as an emergency measure this the 23rd day of October, 2007. ATTEST: Armando Chapa City Secretary APPROVED: October 18, 2Q07 t t� -i.4-1.- ti.. LA-Le-4V Lisa Aguilar, sistant City Attorney for City Attorney THE CITY OF CORPUS CHRISTI Henry Garrett Mayor Corpus Christi, Texas Day of , 2407 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: INve, therefore, request that you suspend said Charter rude and pass this ordinance finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, Respectfully, Henry Garrett Mayor r Council Members The above ordinance was passed by the following vote: Henry Garrett Melody Cooper Larry Elizondo, Sr. Mike Rummell Bill Kelly Priscilla G. Leal John E. Marez Nelda Martinez Michael McCutchon •■•■••■■ M.Plk _` ■ ■.■ ■ iNO.M., Vii■ ■ ... 5 CITY COUNCIL AGENDA MEMORANDUM Council Action Date: October 23, 2007 AGENDA ITEM: a) Motion authorizing the City Manager or his designee to extend Oracle Database Enterprise Edition software update and product support from Oracle USA, Inc., of Reston, Virginia in the amount of $56,435.64 for the twelve month period beginning November 28, 2007. Oracle USA, Inc. is an approved Texas Department of information Resources vendor. b) Motion authorizing the City Manager or his designee to extend Oracle Real Application Clusters software update and product support from Oracle USA, Inc., of Reston, Virginia in the amount of $59,936.61 for the twelve month period beginning January 7, 20Q8. Oracle USA, Inc. is an approved Texas Department of Information Resources vendor. c} Motion authorizing the City Manager or his designee to approve purchase of continued annual maintenance costs from Oracle USA, Inc., of Reston, Virginia for software updates and product support of the Oracle Database Enterprise Edition software subject to annual appropriation of funds based on sole source. d) Motion authorizing the City Manager or his designee to approve purchase of continued annual maintenance costs from Oracle USA, Inc., of Reston, Virginia for Oracle Real Application Clusters software updates and product support subject to annual appropriation of funds based on sole source. ISSUE: In November 2004, the City purchased ten processor based perpetual Oracle Database Enterprise Edition license with initial twelve month software update and product support. The Oracle databases support the City 's Financial Management, Budget, Human Resources and Payroll, Fleet, and Computerized Maintenance Management System applications. In January 20Q5, the City purchased a twelve processor bases! Oracle Real Application Clusters license with initial twelve month software update and product support. This software enables the Oracle databases to be clustered so that the applications can be run in parallel an multiple servers thereby providing high availability of the data. In September, 2007, Oracle USA, Inc. submitted quotes number 2009661 for Oracle Database Enterprise Edition renewal and 2065916 for Oracle Real Application Clusters renewal. REQUIRED COUNCIL ACTION: City Council approval is required for expenditures over $50,000. PREVIOUS COUNCIL, ACTION: November 16, 2004, authorized purchase of ten processor based perpetual Oracle Database Enterprise Edition licenses including first year support through November 22, 2005. January 25, 2005, authorized purchase of twelve processor based perpetual Oracle Real Application Clusters licenses including first year support through January 27, 2006. October 11, 2005, authorized renewal of Oracle Database Enterprise Edition licenses from November 23, 2005 through November 22, 2006. January 10, 2006, authorized renewal of Oracle Real Application Clusters licenses from January 28, 2006 through January 27, 2007. November 7, 2006, authorized renewal of Oracle Database Enterprise Edition licenses from November 23, 20Q6 through November 22, 2Q07. November 7, 20Q6, authorized renewal of Oracle Real Application Clusters licenses from January 28, 2006 through January 27, 2007. FUNDING: Amount Budgeted $196,372.25 Source of Funds 5210 - 40474- 53076Q CONCLUSION AND RECOMMENDATION: Staff recommends approval of the motion as presented. e'f (614iu,1 /b-/1-407 Connie Burns Interim Director of MIS Attachments: Exhibit A —Quote Number: 20096G1 Exhibit B —Quote Number: 2065916 CDIRACLED 6-Sep-07 Connie Bums CITY OF CORPUS CHRISTI City Hall, 1201 Leopard St Basement CORPUS CHRISTI TX 78401 Dear Connie Burns, The technical support services and benefits provided under service contract number 2009661 will expire, or have expired, on 22- Nov -07. Please end attached an ordering document for the renewal of this service contract. If applicable, the attached ordering document may also include incremental technics! support services newly acquired. In order to complete the attached ordering document and to ensure that there is no interruption to the technical support services and benefits provided under service contract number 2009f61, please accept the ordering document in accordance with the attached Acceptance Details on or before 24- Oct -07. If further information is required, please contact me at the e-mail address or telephone number provided below. Regards, Derek Bishop Oracle Support Services E -mail: derek.bishop©oracie.com Tel.: 1 512- 671 -5163 Fax: 1719 - 757 -4291 Page 1 of 6 Service Contract Number: 2009661 ORACLE' Ordering Document Order Date: 6- Sep -47 Renewal Contact: Derek Bishop Service Contract #: 2009661 Address: 9600 North MaPac Expressway Suite 700 Austin TX 78759 Payment Terms: 30 NET from date of 'telephone: 1512 - 671 -5163 invoice Billing Terms: Quarterly in Arrears in Fax: 1719- 757 -4291 four approximately equal amounts Offer expires: 24- Oct -07 E -mail: derek.bishop@oracle.com CUSTOMER: CITY OF CORPUS CHRISTI QUOTE TO BILL TO Account Contact: Connie Burns Account Contact ACCOUNTS PAYABLE Account Name: CITY OF CORPUS Account Name: CITY OF CORPUS CHRISTI CHRISTI Address: City Hall, 12U1 Leopard Address: FINANCE St Basement PO BOX 9277 CORPUS CHRISTI CORPUS CHRISTI TX 78401 TX 78469 -9277 Telephone: _361880 -383Q Telephone: Fax: Fax: E -mail; connieb@ectexas.com E -mail: Oracle may provide certain information and notices about technical support via e -mail. Accordingly, please verify and update the Quote To and Bill To information above to ensure that such communications and notices are received from us. If changes are required, please e -mail or fax the updated information to Derek Bishop at derek.bishop @oracle.com or 1719 - 757 -4291. Please also include service contract number 2009661 an such reply. Page 2 of 6 Service Contract Number. 2009661 Service Details Service Level: Software U . date License 8 Su . sort End Date: 22- Nov-08 Product Description Qty Oracle Database Enterprise Edition - 14264730 1 Processor Perpetual Notes: License License Start Date Metric Level 1 Type FULL USE 23- Nov -07 Final Price 56,435.64 Subtotal: USD X6,435.64 Total Amount: USD 56,435.64 plus applicable tax 1. If any of the fields listed above are blank, the program licenses were acquired under a separate license model in which such field(s) does not apply. 2. if a change to the Service Details provided above is required, please contact Derek Bishop at 1512- 671 -5163 or at derek.bishop @oracle.com and an updated ordering document will be provided to you in accordance with Oracle's technical support policies. Page 3 of 6 Service Contract Number: 2p09661 GENERAL TERMS "You" and "your" refers to the Customer provided above. The technical support services acquired under this ordering document are governed by the terms and conditions of the STAGE- 28905 -21- APR -03, and will be provided under Oracle's technical support policies in effect at the time the services are provided. Any updates and other materials provided or made available to you under technical support shall be subject to your license grant and use restrictions applicable to the programs being supported. The technical support policies are subject to change at oracle's discretion; however, Oracle will not materially reduce the level of services provided for supported programs during the period for which fees for technical support have been paid. You should review the technical support policies prior to entering into this ordering document. You may access the current version of the technical support policies, including Oracle's reinstatement policy, at liajiwwwsoraclesamLagsggAmagirahiral. Customers who allow technical support to lapse and later wish to reactivate it will be subject to Oracle's reinstatement policy in effect at the time of reinstatement. Applicable reinstatement fees may apply in addition to the annual technical support fees. This ordering document is subject to Oracle's acceptance. An invoice, including applicable sales tax, GST, or VAT (collectively referred to as "tax "), will only be issued upon receipt of acceptance. if your organization is tax exempt and is not a U.S. federal government entity, a copy of your tax exemption certificate and a letter of authorization must be included with your purchase order or other form of payment. Page 4 of 6 Service Contract Number: 2009661 Acceptance Details Oracle normally processes orders after receipt of a purchase order or other acceptable form of payment such as a credit card for the total fees specified on the ordering document. Acceptance of the services ordered hereto should be sent to: Attn: Derek bishop Oracle Support Services Fax: 1779- 757 -4291 E -mail: dereksbishop@oracle.com u i A _ Purchase Order If the ordering document will be accepted by purchase order, the purchase order must include the following information: Service Contract #: 2U09661 Term of Service: 23- Nov -07 to 22- Nov -08 Local Tax, if applicable Agreement: STAGE- 28945 -29- APR -03 The terms of STATE-28905-21-APR-03 and this ordering document shall supersede the terms of the purchase order or any other non - Oracle document, and no terms included in any such purchase order or other non - Oracle document shall apply to the services ordered. Please e-mail or fax the purchase order to Oracle per the Acceptance Details provided above. Check if the ordering document will be accepted by check, the check must include the following information: Service Contract #: 2009661 Term of Service: 23- Nov -07 to 22- Nov -08 Loco! Tax, if applicable Please mail check payments to the following address: AK, AZT CA. HI, ID, NV, OR, UT, WA: Oracle USA, Inc. PO Box 44471 San Francisco, CA 94144 -4471 All other States: Oracle USA, Inc. PO Box 71028 Chicago, IL G0694 -1028 Page 5 of 6 Service Contract Number: 2009661 Credit Card if the ordering document will be accepted by credit card, please complete the section below and return it to Oracle per the Acceptance Details provided above. Service Contract tt: 2009661 Term of Service: 23- Nov -07 to 22- Nov -08 Agreement: STATE- 28905 -21- APR -03 Credit Card Number Expiration Date Billing Address (associated with Credit Card) City, State, and Zip (associated with Credit Card) Authorized Signature !Name The credit card must be valid for the entire Term of Service above. Oracle will bill the credit card in accordance with the payment terms provided in the ordering document above. Page 6 of 6 Service Contract Number: 2009661 orRAcLE" 25- Sep -O7 Connie Bums CITY OF CORPUS CHRISTI 1201 LEOPARD STREET CORPUS CHRISTI TX 7$401 Dear Connie Burns, The technical support services and benefits provided under service contract number 2065916 will expire, or have expired, on 27- Jan -08. Please find attached an ordering document for the renewal of this service contract. If applicable, the attached ordering document may also include incremental technical support services newly acquired. In order to complete the attached ordering document and to ensure that there is no interruption to the technical support services and benefits provided under service contract number 2065918, please accept the ordering document in accordance with the attached Acceptance Details on or before 29- Dec -07. If further information is required, please contact me at the e -mail address or telephone number provided below. Regards, Derek Bishop Oracle Support Services E -mail: derek.bishop@oracle.com Tel.: 1512- 671 -5163 Fax: 1719- 757 -4291 Page 1 of 6 Service Contract Number: 2065916 CoIRACLE' Ordering Document Order Date: 25- Sep -07 Renewal Contact: Derek bishop Service Contract #: 2065916 Address: 9600 North MoPac Expressway Suite 700 Austin TX 78759 Payment Terms: 30 NET from date of Telephone: 1512- 679 -5163 invoice Billing Terms: Quarterly in Arrears in Fax: 1719 - 757 -4291 four approximately equal amounts Offer Expires: 29-Dec-07 E -mail: derek.bishop @oracle.com CUSTOMER: CITY OF CORPUS CHRISTI QUOTE TO BILL TO Account Contact: Connie Burns Account Contact ACCOUNTS PAYABLE Account Name: CITY OF CORPUS Account Name: CITY OF CORPUS CHRISTI CHRISTI Address: 12Q1 LEOPARD STREET Address: FINANCE PO BOX 9277 CORPUS CHRISTI CORPUS CHRISTI TX 78409 TX 78469 -9277 Telephone: 361 880 -3740 Telephone: Fax: 361 8$0 -3741 Fax: E-mall: connieb@ci.corpus-christi E-mall: tcus Oracle may provide certain information and notices about technical support via e -mail. Accordingly, please verify and update the Quote To and Bill To information above to ensure that such communications and notices are received from us. If changes are required, please e -mail or fax the updated information to Derek Bishop at derek.bishop @oracle.com or 1719 - 757 -4291. Please also include service contract number 2065916 on such reply. Page 2 of 6 Service Contract Number: 2065916 Service Details Service Level: Software U . date License & Su . . ort End Date: 27-Jan-09 Product Description Real pplica#tan Clusters - Praceor Perpetual CSI # 14342279 Qty 12 Oracle Database Enterprise Edition - 14342219 2 Processor Perpetual Change Management Pack- 14342219 12 Processor Perpetual Diagnostics Pack - Processor 14342219 12 Perpetual Tuning Pack - Processor Perpetual 14342219 12 License License Start Date Metric Level !Type FULL USE 28- Jan -08 FULL USE 28- Jan -08 FULL USE 28 -Jan -0B FULL USE 28-Jan-08 FULL USE 28- ,tan -08 Final Price 33,609.39 91,203.10 5,041.40 5,047.40 5,041.40 Subtotal: USD 59,936.61 Total Amount: USD 59,936.61 plus applicable tax Notes: 1. If any of the fields listed above are blank, the program licenses were acquired under a separate license model in which such field(s) does not apply. 2. If a change to the Service Details provided above is required, please contact Derek Bishop at 1512-671-5163 or at derek.bishop@oracleacom and an updated ordering document will be provided to you in accordance with Oracle's technical support policies. Page 3 of 6 Service Contract Number: 2065916 GENERAL TERMS "You" and "your" refers to the Customer provided above. The technical support services acquired under this ordering document are governed by the temps and conditions of the STATE- 28905 -21- APR -03, and will be provided under Oracle's technics[ support policies in effect at the time the services are provided. Any updates and other materials provided or made available to you under technical support shall be subject to your license grant and use restrictions applicable to the programs being supported. T The technical support policies are subject to change at Oracle's discretion; however, Oracle will not materially reduce the level of services provided for supported programs during the period for which fees for technical support have been paid. You should review the technical support policies prior to entering into this ordering document. You may access the current version of the technical support policies, including Oracle's reinstatement policy, at htt•: Airkiii .sr I -. .m •• • 1_ • • ' "- ml. Customers who allow technical support to lapse and later wish to reactivate it will be subject to Oracle's reinstatement policy in effect at the time of reinstatement. Applicable reinstatement fees may apply in addition to the annual technical support fees. This ordering document is subject to Oracle's acceptance. An invoice, including applicable sales tax, GST, or VAT (collectively referred to as "tax " ), will only be issued upon receipt of acceptance. If your organization is tax exempt and is not a U.S. federal government entity, a copy of your tax exemption certificate and a letter of authorization must be included with your purchase order or other form of payment. Page 4 of 6 Service Contract Number: 2065996 Acceptance Details Oracle normally processes orders after receipt of a purchase order or other acceptable form of payment such as a credit card for the total fees specified on the ordering document. Acceptance of the services ordered hereto should be sent to: Attn: Derek Bishop Oracle Support Services Fax: 1719- 757 -4291 E -mail: derektishop@oracleicom PvRCHASE ORDER. CHECK. CREW...CARD CONEMATION Purchase Order If the ordering document will be accepted by purchase order, the purchase order must include the following information: Service Contract #: 2065916 Term of Service: 28- Jan -08 to 27- Jan -09 Local Tax, if applicable Agreement: STATE - 28905 -21- APR -03 The terms of STATE - 28905 -21- APR -03 and this ordering document shall supersede the terms of the purchase order or any other non - Oracle document, and no terms included in any such purchase order or other non - Oracle document shall apply to the services ordered. Please e-mail or fax the purchase order to Oracle per the Acceptance Details provided above. Check If the ordering document will be accepted by check, the check must include the following information: Service Contract it: 2065916 Temp of Service: 28- Jan -OS to 27- Jan -09 Local Tax, if applicable Please mail check payments to the following address: AK, AZ, CA, HI, ID, NV, OR, UT, WA: Oracle USA, Inc. PO Box 44471 San Francisco, CA 94144 -4471 All other States: Oracle USA, Inc. PO Box 71028 Chicago, IL 60694 -1028 Page 5 of 6 Service Contract Number. 2065916 Credit Card If the ordering document will be accepted by credit card, please complete the section below and return it to Oracle per the Acceptance Details provided above. Service Contract #: 2065916 Term of Service: 28-Jan-08 to 27- .fan -09 Agreement: STATE - 28905 -21- APR -03 Credit Card Number Expiration Date Billing Address (associated with Credit Card) City, State, and Zip (associated with Credit Card) Authorized Signature Name The credit card must be valid for the entire Term of Service above. Oracle will bill the credit card in accordance with the payment terms provided in the ordering document above. Page 6 of 6 Service Contract Number: 2065916 6 CITY COUNCIL AGENDA MEMORANDUM AGENDA ITEM: October 23, 2001 Public Hearing to amend the City's Comprehensive Plan by adopting the Wastewater Collection System Master Plan South of Oso Creek. ISSUE: The adoption of the Wastewater Collection System Master Plan South of Oso Creek addresses future development by providing a master plan for the study area south of Oso Creek. The adoption of the master plan is part of the City Comprehensive Plan subject to Council approval. RECOMMENDATION: Continued pending Planning Commission recommendation. Bob Nix, MCP ACM of Development Services Aftachments: Exhibit A Exhibit T Exhibit 2 Exhibit 3 r g= R. Escobar, P.E. 'rector of Engineering Services 0,.....i fa Background Information Adopted Future Land Use Wastewater Collection System Master Plan South of Oso Creek Approval Schedule for South of Oso Creek MP 07 AGENDA MEMORANDUM ADDITIONAL BACKGROUND INFORMATION BACKGROUND: The area south of Oso Creek between the existing city limits and the City's extraterritorial jurisdiction boundary is largely undeveloped. The master plan study area contains over 46,040 acres and is generally bound on the north and east sides by Oso Creek, extends south approximately 1,500 feet south of County Road 18, meets up with County Road 49A on the southwest comer, and continues in a northwesterly direction up to County Road 55 on the northwest comer_ As areas north of Oso Creek experience infill, development activity will shift to this area. It is necessary to have master plans in place to manage this growth. Brown and Caldwell Inc. and LNV Engineering, engineering consultants, were selected to prepare the master plan for this area. The objective of the Master Plan is to provide a wastewater management system that will meet the needs of the City throughout interim development and final build out. The Master Plan is designed to provide services in an orderly, staged approach, while optimizing capital investment. The final deliverable for this study includes a wastewater collection system master plan and the associated land use and planning maps showing recommended wastewater collection system improvements for the area south of Oso Creek {Exhibits 1 and 2}. On the morning of October 3, 2007, Staff and representatives of LNV Engineering met with Oso Creek landowners to discuss the proposed master plan. The property owners expressed concerns that a gravity sanitary sewer system may be a better alternative to the lift station and force main system shown in the proposed master plan. LNV Engineering presented the Wastewater Collection System Master Plan South of Oso Creek to the Planning Commission on October 3, 2007. Property owners within the master plan area expressed concerns to the Planning Commission that a gravity sanitary sewer system might be better for the area than the lift station and farce main system proposed in the master plan. The Planning Commission tabled the master plan until October 17, 2007 to allow the engineer for landowners within the master plan area additional time to review the master plan. On October 10, 2007, LNV Engineering presented the Wastewater Collection System Master Plan South of Oso Creek to the Development Services Advisory Group (DSAG) during its regularly scheduled meeting. During its regularly scheduled meeting on October 17, 2007, the Planning Commission tabled the master plan for sixty days to allow the engineer for landowners within the master plan area additional time to review the master plan. The Approval Schedule (Exhibit 3) lists all the major events on the path to approval of the master plan. In order to continue addressing property owner's concerns, staff recommends public hearing be continued pending Planning Commission recommendation. EXHIBIT A E mqpix3 bupued 081 buiplee puz ipunoo Alo Cupued 091 6u!pieal 1.s1, Nounoi A110 6uPuerl LO-CZ-0 1, 5upeeH oNnd pounoo Alio. 9191dwoo 2.0-Z1.-n. suo!leluesaid ucqss!wwoo Bupueid ZO-LL-01. alaidwo0 LO-0 IF-0 L. ovsa ol uopluesaid eleldwo0 LO-C-0 L uowluesaid uo!ss!wwoo bimuueld aleldwo0 LO-OZ -6 DVS° '8 uo!ss!wwoo 6u!uueid o} W MAU sepicuilsK3 seovuesquawdoieneo oleldwo0 LO-6 ..-6 � suo!sy\e8 pue swewwoo seTaiodioDui ANi 91eldwo0 LO-C L.-6 Allunwwoo 1.uewdoienea WO4 swowwoo soNeoeej seovues Tuawdoieneo eleidwoo Lo-ci,-9 sJeau!5LG 6uwnsuo0i4unwwoo luewdolanea ol uopcmsci pue eoqoN oNnd eleldwoo LO -9-8 Lpeallno oucind _ I___ _r_ 1 ! snms eiea L....w cl[Al )1eR10 090 o � Lirlos Joi. eiripet_los 7 CITY COUNCIL AGENDA MEMORANDUM October 23, 2007 AGENDA ITEM: Resolution adopting the Corpus Christi Commercial Revitalization Local Strategic Plan. ISSUE: The Community Renewal Act of 2000 requires local governments and states that have a federally designated Renewal Community in their jurisdiction to adopt a plan for allocating the Commercial Revitalization Deductions. The attached plan has been modified and provides more specific guidelines as compared to the plan adopted in December 2006. The plan must be submitted to the Governor's Office by December 31, 2007. The plan establishes procedural steps as required by Federal, State and Local governments, which must be implemented by the City's Economic Development Office also known as the Coordinating Responsible Authority (CoRA) for the Corpus Christi Renewal Community. The procedural steps include an: Outreach Process, Deadline for Application, Selection Criteria, Project Selection Priorities, Submittal to the Governor's Office and Annual Report Requirements. REQUIRED COUNCIL ACTION: Approve the resolution as presented. CONCLUSION AND RECOMMENDATION: City staff recommends approval of the Corpus Christi Renewal Community Local Strategic Plan. V ,V Irma Caballero, Director Economic Development S• .ity of o tus Lasr = hnsti City of Corpus Christi 2007 -20x8 Renewal Community Commercial Revitalization Local Strategic Plan 1_- The plan below establishes procedural steps as required by Federal, State and Local governments, which must be implemented by the Coordinating Responsible Authority (CoRA) for the Corpus Christi Renewal Community. The Corpus Christi Renewal Community is allocated $12 million annually to offer tax deductions to eligible businesses. These finds will be allocated based upon the following percentages: 85% or $10,204,000 for large projects and ?5% or $2,400,000 for small projects. The City Council may vary, alter and /or waive the deadline, selection criteria, selection priorities and point values when such variances, alteration and /or waiver is in the public interest. Outreach Process _ Notifying the business community about the opportunities and benefits available through the Renewal Community (RC) program is as follows: 1. Public notice inviting applications for Commercial Revitalization Deduction (CRD) allocations will be published in the Corpus Christi Caller -Times at a minimum of once a year indicating deadlines for submitting applications. The Public Notice will provide applicants a minimum of 30 days notice of the deadline to submit applications. 2. One to two Renewal Community bus tours will be held each year. 3. Small Business Development seminars will be held in the Spring and Fall of each year. 4. Application information will be available by contacting the CoRA at (361) 826 -385p or via the City of Corpus Christi's web site at: hilpvvww.cctexas.comiecononnicclevelopmenti . Deadline for Application Project applications will be accepted through Jane 30th of each year. At that time all applications will be reviewed and selected based upon criteria established by the U.S. Department of Housing and Urban Development {HUD} and the Governor's Office as well as local priorities established in this plan. If CRD Tax Credits are still available, another public notice will be issued no later than the first week in July of the same year. 2007 -2008 Commercial Revitalization Local Strategic Plan 1 Selection Criteria _ -- A The CoRA will review applications which must meet the fallowing requirements: 1. The expenditures of the project meet the statutory requirement of the allowable Commercial Revitalization expenditures. 2. The CRD deduction is less than $10 million. 3. The applicant is in good standing with the Texas Comptroller of Public Accounts and the Texas Workforce Commission has confirmed that the applicant is current on unemployment insurance tax. 4. The project will add value to the existing tax base. 5. The project proposes to directly or indirectly create or retain a minimum of ten (70) permanent full-time jobs in the Renewal Community. 6. The project adds residential and /or commercial square footage or demonstrates an increased property value in the Renewal Community. 7. The applicant has completed the project or has financing in place to complete the project. 8. The project contributes to the City's Area Development Plans. 9. The project is located in one of the following Renewal Community census tracts: 1, 3, 4, 10, 11, 7, 50, 5, 13 or 35. 1D. The project is eliminating slum or blight in a particular area within the Renewal Community. 11. The project is appropriately zoned. 12. The project must be completed by the end of the second calendar year in which the allocation is made. The CRD can be applied to the depreciable costs of a new building or the costs associated with an existing building that is substantially rehabilitated. 13. The applicant commits to providing information an permanent jobs created and retained as a result of the proposed project when requested by the Economic Development Office. Large Prcrect Selection Priorities Projects will be selected for recommendation to the City Council based upon the fallowing priorities: 1. The project provides residential units in the Downtown area. 2. The project redevelops a vacant building or lot in the Downtown area. 3. The project is located in the Industrial District with significant job creation at wages exceeding $50,000 per year, per job. 4. The project provides for significant job creation at wages exceeding $4Q,000 per year, per job. 5. Projects may be given full point value if the capital investment exceeds $10 million. 2007 -2008 Commercial Revitalization Local Strategic Plan 2 6. Project is a public /private partnership with the City and /or is a project of the Corpus Christi Regional Economic Development Corporation (CCREDC). The chart below provides a point value for scoring of Large projects: Large Project Selection Criteria Residential in Downtown Area Redeye lo ment in Downtown Area Industrial District Job Creation at $50,000 + Job Creation at $40 D00 + . er ear, • er 'ab Project Investment exceeds $10 million Small Project Selection Priorities er ear, • er 'ob-1 Point Value 30 25 20 1s 10 Projects will be selected for recommendation to the City Council based upon the following priorities: 1. The project provides residential units in the Downtown area. 2. The project redevelops a vacant building or lot in the Downtown area. 3. Each job shall pay at least a "living wage ". For the purposes of this Program "living wage" shall mean that annual amount determined by the U. S. Department of Health and Human Services for the Corpus Christi area as being at the poverty level for a family of three, divided by 2,080 hours per year. 4. The project creates between 2 to 10 jobs. Projects may be given full point value it job creation is 10. 5. Projects may be given full point value if the capital investment is $1 million. The chart below provides a point value for scoring of Small projects: Small Pro'ect Selection Criteria Residential in Downtown Area Redevelopment in Downtown Area Job Creation -each ob will .a at least a "livin• wa e Project creates between 2-1(_____cobs Pro ect Investment is $1 million II Point Value -30 25_ 20 15 10 Recommendation will be submitted to the City Manager and City Council for approval. 2007 -2008 Commercial Revitalization Local Strategic Plan 3 Submittal to the Governor's Office Within 10 working days following the approval of applications by the City Council, the CoRA will submit to the office of the Governor the following documentation: 1. A certification signed by the City Manager as the CEO of the governing body that the governing body has followed the procedures as indicated in this plan and to the best of his or her knowledge, each application approved by the City Council is complete and meets the requirements of the Commercial Revitalization Deduction (CRD) Program. 2. Copy of each application nominated by the City Council to receive the CRD allocations, public notice for the application process, governing body's motion nominating the project, reasonable explanation for each project being selected or denied and identifies the criteria set forth above in the explanation. 3. All CRD approved projects must be submitted to the Governor's Office by November 1 of each year. 4. The Commercial Revitalization Local Strategic Plan must be submitted to the Governor's Office in December of each year. Annual Report Re uirements The Renewal Community CoRA will submit an annual report to the Community Renewal Agency (CRA) describing the status of each active project in its jurisdiction receiving CRD allocations. The annual reports will be due March 1 of each calendar year beginning in 2003 and ending in 2010 and reporting on activity ending December 31 of the previous year. The report will include the following information: I . Status of all projects currently in process in addition to those already in service {including success stories, press releases, and any other news coverage }. 2. A brief narrative describing the impact of the CRD on the RC. 3. Number of direct and indirect jobs both new and retained and approximate average salary. 4. Copy of the Renewal Community's annual report to HUD. 2007 -2U08 Commercial Revitalization Local Strategic Plan 4 Page 1 of 2 RESOLUTION ADOPTING THE CORPUS CHRISTI COMMERCIAL REVITALIZATION LOCAL STRATEGIC PLAN BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Council, as the governing body of the City of Corpus Christi, adopts the City of Corpus Christi Commercial Revitalization local Strategic Plan for the City's Renewal Community Commercial Revitalization Deduction Allocation Program. The plan is attached to this resolution as Attachment 1. This plan replaces the plan adopted an December 19, 2006, by Resolution 027092. SECTION 2. The City Manager is directed to forward a copy of this resolution and the City of Corpus Christi Commercial Revitalization Local Strategic Plan to the Executive Director, Texas Department of Economic Development. ATTEST: CITY OF CORPUS CHRISTI Armando Chaps City Secretary APPROVED: October 17, 2007. By: .., 1 G ry W. Smith Assistant City Attorney for City Attorney Henry Garrett Mayor Renewal Community Strategic Plan 071023 HALEG-DIRkSharediGaryS‘agenda\2007\10-23\071023 Renewal Community Local Strategic Plan.doc Page 2 of 2 Corpus Christi, Texas of - -, 20Q7 The above resolution was passed by the following vote: Henry Garrett Melody Cooper Larry Elizondo, Sr. Mike Rummell Bill Kelly Priscilla G. Lea! John E. Marez Nelda Martinez Michael McCutchon ■ ..■. Renewal Community Strategic Plan 071023 HALEG-DIR\SharediGaryMagenda\2007‘10-231071023 Renewal Community Local Strategic Planrcloc } S CITY COUNCIL AGENDA MEMORANDUM Council Action Date: October 23, 2007 AGENDA ITEM: A. Public hearing to consider and nominate applications to the Office of the Governor for Commercial Revitalization Deduction allocations. B. Resolution nominating projects to the Office of the Governor for Renewal Community Commercial Revitalization Deductions which include: I . Nueces Hotel Holdings, LP (Red Roof Inn ), to receive an allocation for $2,650,000 from the 2007 Commercial Revitalization Deduction for a building located 3030 Buffalo and 1H-37 frontage road. Thirteen jobs will be created. 2. Turner Industries Group, L.L.C. to receive an allocation of $7,050,000 from the 2007 Commercial Revitalization Deduction for a building located at 1H 37 and Clarkwood Road. 185 jobs will be created. 3. Robert Pinkerton Services to receive an allocation of $200,000 from the 200? Commercial Revitalization Deduction for a building located at 7713 Leopard Street. Three jobs will be created. 4. J. Golden Properties, Inc. (Lichtenstein) to receive an allocation for $2,100,000 from the 2007 Commercial Revitalization Deduction for a building located at 401 Chaparral Street. 25 jobs will be created. 5. J. Golden Properties, Inc. (Lichtenstein) to receive a binding commitment for an allocation of $7,900,000 from the 2008 Commercial Revitalization Deduction for a building located at 401 Chaparral Street, subject to the following upon final approval by the City Council in 2008: a. Project will be placed in service within 24 months of approval of the CRD allocation b. Funding is secured. c. Land /property acquisition is complete or under lease. cla Full -time jobs are created or retained. 6. Gray & Burck Properties, L.L.C. to receive a binding commitment for an allocation of $2,000,000 from the 2008 Commercial Revitalization Deduction for a building located at 709 N. Navigation, subject to the following upon final approval by the City Council in 2008: a. Project will be placed in service within 24 months of approval of the CRD allocation b. Funding is secured. c. Land /property acquisition is complete or under lease. d. Full -time jobs are created or retained. 7. Adame Group, LLC to receive a binding commitment for an allocation of $8,950,000 from the 2009 Commercial Revitalization Deduction for a building located at the Port of Corpus Christi, subject to the following upon final approval by the City Council in 2008: a. Project will be placed in service within 24 months of approval of the CRD allocation b. Funding is secured. c. Land /properly acquisition is complete or under lease. d. Full -time jobs are created or retained. ISSUE: As one of forty designated Renewal Communities nationwide, the City of Corpus Christi may nominate $12 million of Commercial Revitalization Deductions each year during the designated period. According to the Internal Revenue Service (IRS), the Commercial Revitalization Agency (CRA) may make the following types of allocations: I ) An allocation in the year that the project is completed.. 2) A binding commitment to make an allocation of a specified dollar amount to a qualified revitalization building in the calendar year in which the building is placed in service. 3) A carryover allocation. The Office of the Governor serves as the Commercial Revitalization Agency (CRA) and is responsible for certifying allocations nominated by the governing bodies of the Renewal Communities in Texas. Local projects approved by the City Council must be submitted to the CRA by November 1, 2007. REQUIRED COUNCIL ACTION: Approval of the resolution as presented. CONCLUSION AND RECOMMENDATION: City staff recommends approval of the projects to be submitted to the Office of the Governor for the 2007 Commercial Revitalization Deductions. In addition, staff recommends approval of a binding commitment for: J. Golden Properties, Inc. $7,900,000 2Q08 CRD Allocation Gray & Bur& Properties, L.L.C. $2,000,000 2008 CRD Allocation Adame Group, LLC $8,950,000 2009 CRD Allocation , ,. . - -T-1-11--K-11 ,,.. Irma Caballero, Director Economic Development Aftachments 2007 Allocation Project Name Nueces Hotel Holdings, LP Project Location 3030 Buffalo and 1H-37 frontage road. Project Census Tract 5 New Jobs Created 13 Jobs Retained NIA Total Investment $5,000,000 Placed in Service July 2007 Allocation Request $2,650,000 {from 2047 allocation} Summary Nueces Hotel Holdings, LP constructed a Red Roof Inn at the corner of IH 37 and Nueces Bay Boulevard. Construction was begun in the fourth quarter of 2006 and placed in service in July 2007. Red Roof Inn Corpus Christi was developed by Southcorp Realty Advisors, Inc. with home offices in Houston, Texas. Recent experience with hotel development includes the Studio 6 Hotel in Ingleside, Texas, the Hawthorne Suites Hotel in Mission, Texas, and the Studio 6 extended stay studios in McAllen, Texas. Nueces Hotel Holdings, LP Red Roof Inn Corpus Christi IH 37 and Nueces Bay Boulevard 2007 Application for Commercial Revitalization Deduction September 2007 Executive Summary Nueces Hotel Holdings, !P is pleased to present this application for allocation of the Commercial Revitalization Deduction in the 2007 Round of the Commercial Revitalization Deduction for the construction of a new Red Roof Inn in Renewal Community Corpus Christi. Located at the comer of IH 37 and Nueces Bay Boulevard, construction on the facility was begun in the fourth quarter of 200b and placed in service in July of 20Q7. The Red Roof inn is a three story, 87 room building with amenities such as a swimming pool, meeting room, coffee room, fitness center and lush landscaping. The Red Roof Inn Corpus Christi was developed by Southcorp Realty Advisors, Inc. with home offices in Houston, Texas. Southcorp has extensive experience in the development and management of hotel properties in South Texas, Industrial and Commercial properties as well as multi-family housing projects. Recent specific experience with hots! development includes the Studio fi Hotel in Ingleside, Texas, the Hawthorne Suites Hotel in Mission, Texas and the Studio 6 extended stay suites in McAllen, Texas. As shown in the development plan, since the costs to improve the property are for the construction of a new building, the expenditures meet all tests for project qualification under Section 14001 of the Internal Revenue Service Code. Projected cost for all real property improvements is X3,971,041 and the project received an allocation of $1,350,000 from the 2006 allocation, leaving qualifying expenditures of $2,621,041. Therefore an allocation of $2,650,000 is requested from the 2007 allocation. The total investinent for this project will be $5,000,000 including cost of the land purchase. Evidence of financial resources is presented by having the building completed and placed in service and a copy of the deed of trust is included. Involvement of Residents and Non- profit groups includes identifying residents of the area in order to take advantage of the Renewal Community Employment Tax Credit and also as an attempt to reach the employment requirements for obtaining Zero Percent Capital Gains on the ultimate sale of the property. Property Description and Location 1 f The project is located at the comer of TH 37 and Nueces Bay Boulevard and the legal description of the properly is Forest Park No 21.7466 ACS out of dot 17. Zoning is consistent with intended uses of the property. Vatoot. :. il i Jr • I , .- r r r i : t . F indiatill.: Cana.) a".i ./(l ” 1,,: sli, i 1 ,.... 4 • _ ...... Ai, -.; ,.............LE LL„__ i : ,''f' -cis .4 * % / - Y T ~ ■i -. :://-:::-L, ir, ., a' ' i---� aka , � ' }� - ;•. ■• ■ +�` f J ■ ■ Y ■ � ' T f T �r 1 • ..- -,:-.... ,, fL .4. it + �z . r J. .- t �r - + ■■ f + -+{ ■ - ■r+ �� �i iii : * r F �'• . T 4 -: = + - •� • + , t ■ 41, ''' A 04,,, - .... 1 . , , , _ . ''' . • , 0 r - '1 i t +ri ti - 1 . - -y = r . ,. i , _ - r 4t 4... �‘ :J + } ‹ii.. F �F +rte ; � ■ 'r � � J Red Roof Inn Location `T , L 1 -' S • L +- -1 a. _ V . L_ L_- 1L -L- i. ra a... •a J -- • , ■ 4. i 1 J i WO rfOSS,'Lr .1.• - - ter- La_ .. i 1 r Tr - r ■ - 1..... J 1 1 � ■.. ■ ■ 1 p. ■ .. { � J r L i etipil t F f ' , T Development Plan The building is a wood frame 41,000 square `-'`._"L.....^'`'...-...'.',....' and composite shingle `.,._-'.''.`..^^ parking areas are paved with concrete. Amenities include a swimming pool, meeting room, coffee lounge, laundry room, fitness center and lush landscaping. ^',^.. utilities have been extended to and through `_.^'-'-- several fire hydrants '`.-.^_.. installed on both Buffalo Street and the 1H-37 frontage _'''`.`'.``n^.'-.,..`^'^~ ...`'.._.,i..^. at $4,500,000 plus land costs. Construction Budget Site/Grading/Paving $250,000 Building 3,336,541 Landscapefirrigation 25,000 Patio/PooWolleyball 80,000 Sig nage 80,000 Project Manager 25,000 Security System 4,500 Utility Construction 28,000 Construction Office '[00,000 PBX Phone System 42,000 Total qualifying Expenses $3,971,p41 2006 Allocation 1 350,000 2007 Allocation Request $2,621,Q41 ............- PMS ComputersiSoftware 25,000 Network Hardware 7,300 On- Command System 15,50a Opening Inventory 32,000 Furniture Fixtures and Equip 381,150 Total FF&E 486.950 Total Investment not including land $4,437,9$1 CONSTRUCTION SCHEDULE October 1, 2006 Commence construction .of off- site utilities and public infrastructure. October 30,2000 Commence construction of building and impmements November 30,20p6 10% of project completed July 1,2007 Construction completed, operations begin 2007 Allocation Project Name Turner Industries Group, L.L.C. Project Location IH 37 and Ciarkwood Road Project Census Tract 35 New Jobs Created 185 Jobs Retained 10 Total Investment $10,000,000 Placed in Service October 2008 Allocation Request $7,050,004 (from 2007 allocation) Summary Turner Industries Group, L.L.C. plans to construction a new administrative office building, fabrication facility, fay -down yards, and materials storage area. The property was acquired in January 2007. Phase I is ongoing and includes 100 new jobs. Phase 2 of the project includes 85 new jobs. Commencement of Phase 2 is slated for late 2008 with completion in 2009. Turner Industries Group, LIC New Location LAYOUT pence 2 cams Gutfan !'JLOIurry 111.44 hmersoinputes sipj IH 37 and Clarkwood Road 2407 Application for Commercial Revitalization Deduction September 2007 Executive Summary Turner industries Group, LLC is pleased to present this application for allocation of the Commercial Revitalization Deduction in the 2007 Round of the Commercial Revitalization Deduction for the construction of a new administrative office building, fabrication facility, lay -down yards, and materials storage area in Renewal Community Corpus Christi. Located at the comer of IH 37 and Clarkwood Road, construction on the facility is slated to begin in the fourth quarter of 20Q7 and placed in service in October of 2008. The development plans call for new construction of the following structures: I. 1D,000 Sq. Foot Administrative Office Building housing Turner's administrative staff 2. 30,000 Sq. foot Fabrication Bay Building 3. 185,200 5q. Foot of paved area for fabrication lay -down and heavy traffic roads 4. 193,500 Std. Foot of paved area for light traffic and spool lay -down As shown in the development plan, since the costs to improve the property are for the construction of the new facilities, the expenditures meet all tests for project qualification under Section 1400I of the internal Revenue Service Code. Projected cost for all real property improvements is $7,790,809. Therefore an allocation of $7,800,000 is requested from the 2007 allocation. Construction is slated to begin In the 4th quarter of 2007 with the facility placed into service in 4`" quarter 2008. The fetal investment for this project will be in excess of $10,000,000 including cost of the land purchase and furniture, fixtures and equipment for the new fadlities. Evidence of financial resources is presented by the financing letter attached bp this application and a copy of the deed of trust is included. Involvement of Residents and Non -profit groups includes identifying residents of the area in order to take advantage of the Renewal Community Employment Tax Credit and also as an attempt to reach the employment requirements for obtaining Zero Percent Capital Gains on the ultimate sale of the property. Property Desaiption and vocation 2 I ti n ni The project is located at the comer of IH 37 and Clarkwood Road with convenient access to Turner's customers in the petrochemical complex along the Port of Corpus Christi. The legal description of the property is Assessors Map 140 48,9f7 Acs out of TH 8 Frank Part (Formerly 263 - 140 -800) Zoning is consistent with intender! uses of the property. `Visidocg ..e ,.. ir Turner Industries Group New Ltf Location PI .:::...:-... .11d ti,Z' il -1' ,ctV Viir:S!'1: tilii, Pc.r.k „ La ilb„1 - _ ',loci, 57 b/41210„ . p • Li .9._ - irfeiS Dr 4,1a r IMO m 1_0 rni t EL ff.' a iE eik hicNcricri Rd i it ecioaror '.'*:.'..,:::::1Z:::\! S'i c tr y c r, - :„1 = = '4 -0 c- = - ti 1.5 N ._ _c 4-' R ■..i ■ L • • !ilies ' _ P.. v t `L + vx,mi ber4.0 •qeSs F •• 1. , 1 -1• • •1 �r 1• L. Tale LAO 1 1 - , L , - Q - EU F f ,; f • - L , ,:YahooliCI01,DataCH3 With Turner Industries customer base comprising the companies located in the petrochemical complex along the Port of Corpus Christi, the new facility has convenient access to these customer groups. i Development Plan r • 7• • . 71 • . • • . • • . 7 . ■ 'UV,- CURILWX.C. P041) . , . V F ��y L L . . , . _ . . - ..- - . . . . . 1 . IS AC R ES) - - . . ., ... . . . .... ; . ... . . . ... ._. ... ... . . . ... - 17TX. AREA , ir. f • 'HOLD' FOR POTENTIAL c otaaRc IAL SALE i.7ACRES) UNE AREA (-15 Ac riks> t\ ■ T F #f ja■ ti ■ '' fr R.....;,, �-71 r. rat '----1-1.rii-Ti aA gu1/2.74 :11.11.114 J.; f-LVA V: 1 CrirtFI'Xir I , OFFICE g PERSONNEL AREA ;7 r) . 1 I • , I • , tv 4 `■ g zi i - , . ■■..•1.11. ■ LabOart fir.+*. Olt -1 MEP rePAM AEA GU -� TUNIDEVELO- - Al ..A I/ .# 7 +� *s) I MU j i - i 1 i T i --,........... -.... LAYOUT OPTION 2 CORPUS awn' r'RTif 0111114 Wilfika,1311,121.114 11.1..) 77.- i I1. UM F .... ■ • i • 7 f • . • 7 • ,11,040PIN.411I0it #i 1 i� ._ -- - - - - F -- f Turner Industries has acquired the raw land at the intersection of iH 37 and Clarkwood road. The total area of this land is some 48 acres and as can be seen from the schematic above, it is planned to be developed in several phases. This application and development plan deals with Phase I of the development plan. Features of the Phase I development plan include the following facilities to be constnicted: 5. 10,000 Sq. Foot Administrative Office Building housing Tamer's administrative staff 6. 30,000 Sq. Foot Fabrication Bay Building 7. 185,200 Sq. Foot of paved area for fabrication lay -down and heavy traffic roads 8. 193,500 Sq. Foot of paved area for light traffic and spool lay -down Construction on the facility is slated to begin in the fourth quarter of 2007 and placed in service in October of 2008. TURNER INDUSTRIES - Corpus Christi, Texas PHASE I - INITIAL ESTIMATE 24 ACRES AUGUST 31, 20Q7 Proof roll/Dirt Balance SUBTOTAL $174 725 Sig 8 725 Utilities Fire water S $175 000 Gas $50 000 Electrical Feeds $100 000 Weber and Sewer $350 000 SUBTOTAL - - - $1175 000 Light Traffic Geo Grid fabric wi 6" Compaded Type A Grade Limestone S . • • I La . • East Warehouse Area Subtotal SF Subtotal SYD i14.75 1317125 Module Material La down E • ui . ent Yard Roads 2800 LF cii 24' 20000 18000 67200 20000 185200 Subtotal SYD $111.75 Main and Smaller Turner S' • ns Asphalt 2" Wear Course Subtotal SYD Fencing $15.00 $, 500.00 SUBTOTAL Concrete Slabs Buildings For Module Assembi $376.00 Administration, Personnel & Train Warehouse - -- Fabrication SUBTOTAL Si 750,000 $_100000 53,000,000 Sit 650000 TOTAL ESTIMATE COPMNGENCY - sx IIMMAL PHASE 1 BUDGET s6 774 B16 ;7 078 792 :7 T80 809 2007 Allocation Project Name Robert Pinkerton Services Project Location 7713 Leopard Project Census Tract 35 New Jobs Created 3 Jobs Retained 3 Total Investment $300,000 Placed in Service May 20D8 Allocation Request $200,000 (from 2007 allocation) Summary Robert Pinkerton Services plans to construct a new fabrication building and administrative office building. Construction of the facility is slated to begin in the fourth quarter of 2007 and placed in service in May 2008. Robert VVaymon Pinkerton Expansion for Welding Business 1 r a. 7713 Leopard 2007 Application for Commercial Revitalization Deduction September 2007 Executive Summary Robert Pinkerton is pleased to present this application for allocation of the Commercial Revitalization Deduction in the X007 Round of the Commercial Revitalization Deduction for the construction of a new fabrication building and administrative office building in Renewal Community Corpus Christi. Robert Pinkerton Located at X713 Leopard, construction on the facility is slaked to begin in the fourth quarter of 2007 and planed in service in May of 2008. The development plans call for new construction of the of a meta! building in order to accommodate additional fabrication work and perform this work indoors, rather than exposed by the elements as it is now being done. AS shown in the development plan, since the casts to improve the property are for the construction of the new facilities, the expenditures meet all tests for project qualification under Sedion 1400I of the Internal Revenue Service Code. Projected cost for all real property improvements is $194,890. Therefore an allocation of X200,000 is requested from the 2007 allocation. Construction is slated to begin in the 4'" quarter of 2007 with the facility planed into service in May of 2008. The total investment for this project will he in excess of $300,000 including cost of furniture, fixtures and equipment for the new facilities. Evidence of financial resources Is presented by the financing letter attached to this application and a copy of the deed of mast is included. Involvement of Residents and Non -profit groups includes identifying residents of the area in order to take advantage of the Renewal Community Employment Tax Credit and also as an attempt to reach the employment requirements for obtaining Zero Percent Capitil Gains on the ultimate sale of the Pro PertY. Property Description and Location L • ..,. ' " , .., The project is located ^'7'`' Leopard and the legal description If Eleanor Tract ```.`.S,'. and 3-B. Zoning is consistent with the current use of the property. -,,,:: 4' P'..,,,- 'rt. I II pliVI MAO 4i, pti uvEirm ranqi ` 436.4,0 ' . '.` - . ` , - ` - -' - ' '\� - .' . . � � `^`'.` '. '`�'�,'^ '. ' � �. . r,, v = 4 ir r7r k. .... _ 5 tr! ' . ^ N - ` - Alpine Si rt: wit: IC00 m .A. 1 .0 rn i Sed vi it It Fiti Ezi leo.° arrist -c cr, rit c LI (.1 - . C 'fa hoo! 2CW, DaiaC Navisq2037 Development Plan and Construction Budget DICKSON BUILDERS, TNC. P.O. BOX 10124 CORPUS CHRISTI, TEXAS, 78410 s -27-o7 PRELIMINARY PROPOSAL i Robert Pinkerton Services 7713 Leopard St Corpus Christi, Tx. 78909 We propose to furnish necessary material, later, and equipment to construct the following pre engineered steel building. 1. 60'x 600' x 24' 2. Texas windstorm certified 3. Design and brackets for 5 ton tap running crane (see alternate for runway beams) - 4. Crane and installation by owner 5. 26 ga. plain galvalume roof sheeting 6. 26 ga. std. color on wall sheeting 7. Pre - galvanized eave stras and framed openings 8. 16 fiberglass skylight panels 9. 2- 3' x 7' walk doors 10. 1- 16' x lb' sectional overhead door 11.3 -14' x i4' sections{ overhead doors 12. Long life fasteners roof and wells 13. 1" mastic on roof laps 14.4 -10' ridge ventilators 15. Sales lax included 16. Anchor bolts 17. Concrete foundation as designed by registered professional engineer 18. Geotechnical testing(if required) by owner 19. Permit obtained by Dal, fee paid by owner 24. Builderirisk insurance included FOR THE SUM. - ALTERNATE #1 Add for famishing and installing crane runway b ALTERNATE #2 Add for 3" vinyl faced insulation in roof--------------------- ---- -- X4,940.00 ALTERNATE #3 Add for 3" vinyl fated insulation in wails ----- - ---- -- 56,450.40 Dickson Builders, Inc. The data! corstruction cost detailed on the above quote is #169,890. In addition to these costs, Use applicant has spent $26,000 already this year for expansion of the administrative offices adjacent to the edging building. Total budget for the new building and new administrative offices is $1941890, with additional contingendes, this application request an allocation of $20D,000 of the 21307 allocation amount. 2007 Allocation and Binding Commitment for 2008 Allocation Project Name J. Golden Properties, Inc. Project Location 401 Chaparral Street Project Census Tract 3 New Jobs Created 25 Jobs Retained NIA Total Investment $12,000,000 Placed in Service First Quarter 2009 Allocation Request $2,100,000 (from 2007 allocation) $7,900,000 (binding commitment from 2008 allocation) Summary J. Golden Properties, Inc. plans to renovate the landmark Lichtenstein Building in Downtown Corpus Christi, and convert its use to a mixed used commercial rental and residential rental building. Construction of the facility is slated to begin in the fourth quarter of 2007 and placed in service in the first quarter of 2009. The development plans call for renovation of the existing facility with 70 residential rental apartments located on floors 2 -5 and commercial yenta( tenants located on the ground floor of the apartments. J. Golden Properties,- Inc. Renovation of the Lichenstein Building Mixed Use Residential Rental & Commercial Rental Metro oils Lofts 401 Chaparral Street 2007 Application for Commercial Revitalization Deduction September 2007 Executive Summary J. Golden Properties, Inc. Is pleased to present this application for allocation of the Commercial Revitalization Deduction in the 2007 Round of the Commercial Revitalization Deduction for the renovation of the landmark Lichenstein Building in Downtown Corpus Christi and convert its use to a mixed used commercial rental and residential rental building. The Lichenstein Building has been vacant for many years and the most important part of being able to renovation this fadlity is receivIng a full allocation of the amount requested in this application. Located at 4a1 Chaparral, , construction on the facility is slated to begin in the fourth quarter of 2007 and placed in service in first quarter of 2009. The development plans call for renovation of the exiling fadlity with residenlial rental apartments located on floors 2 -5 and commercial rental tenants located on the ground floor of the apartments. Rentals from commercial tenants will exceed the 209b of gross income best for mixed used properties, therefore making the Mefropolls f qualify for the Commercial Revitalization Deduction. As shown in the development plan, since the costs to improve the property are for the rehabilliation of an exiling building that greatly exceed the cost basis of the building ,the expenditures meet all tesis for project quallfladion under Section 14.001 of the Internal Revenue Service Code. Projected post for all real property improvements is $10,532,15b and a portion of the acquisition costs of $4500,000 would be qualifying expenditures, r in qualifying expenditures in excess of the $10,000,000 per project limit specified in section 1400I. This application therefore requests a binding commitrnent of future year allocabons for $10,000,000. The total invesbuent for this project will be in excess Of $12,000,000 Including 006t Of the land purchase and furniture, fixtures and equipment for the new cornmerdal fadlities. Evidence of finandal resources Is presented by the finandng fetter attached ba this application and a copy of the deed of bust is inducted. Involvement of Residents and Non-profit groups includes identifying residents of the area in order to take advantage of the Renewal Community Employment Tax Credit and also as an attempt to reach the employment requirements for obtaining Zero Percent Capital Gains on the ultimate safe of the property. Property Description and Location L L ■ The project is located at 4f0 N Chaparral area in Downtown Corpus Christi. 00r ,e`i 4-4- ,4, % is, ,4,. ,,,,s, 4- I r-15'______ _ii-____ t1/4,,* etet6en 5t 1 ; 1 Metropolis Lofts Location • L- a X 4. 4— J Ilvi.sAll St 4 i L J .. 4 .,- t • T .1 • , f. 1 - - ti .. .. r }J T Development Plan Construction Budget 1_,L-...'.-:-,T.:-..:",.i-rf,::: Ff.s1.•.- 7.: 'i .,•."::: -,-,........:::: , , ., Lichtenstein Renovation (Mixed Use Residential & Retail Development) - Preliminary Cost Estimate } ' -� • t � � .'� �� i , #L � � Rar,-f-..:-.,...,,:1:,17.,.. rsl L �� 1 -• ■ r ■ �■ , • .� , ■ T' • a� . F' - i L . �ti a�� � • JI �� � + ■ a ;' � 'c+ � � J: � ■ � - � a ti � � � 1 � t � �ti �. Jai 4� a � a �F f '� ■ � : _ � L 7 _ ii !Jr Note: This project is understood to entail the renovation 8 conversion of the Lichtenstein's Department Store Building, 8 the Restaurant building into a mixed use Apartment /Retail Complex. The upper floors will contain; individual Apartment Units and various amenities such as a conference room, gymnasium and laundry rooms for the residents use. The first level of the complex will house retail lease spaces, and a restaurant. The available rooftop area will also be developed to contain amenities which will serve the Apartments, such as e pool and roof top garden/courtyard area. The attached rear parking lot is also to be double decked, repaved and fenced to provide a private parking garage area which will serve the apartment residents. Zj Asbestos Abatement: $200,000 2% Demolition: $150,000 3) Renovation of Lease Space on 1st Floor: $664,250 13,650s.f. x $45.00/0. _ $614,250 $50x000 {Allowance for Restaurant &Boller Finish -out} 4} Renovation of Apartment Space on 2" Floor: $1,447,980 6,724s.f. x S20.001s.f. _ $134,480 (For Mezzanine Infill) 16,7985.f. x $60.001s.f. = $1,007,880 (Apartment Finish -out) 8,3720. x $35.00N.f. = $305,620 (Common Area Finish-out) 5) Renovation of Apartment Space on 3rci Floor: $1,724,895 23,213s. #. x $60.001s.f. _ $1,392,780 (Apartment Finish -out) 9,489s.f. x $35.00/s.f. _ $332,115 (Common Area Finish -out) 6} Renovation of Apartment Space on 4"' Floor: $1,336,7+45 1,805sf x S20.001s1 = 36,100 (For Courtyard Infill) 19,4800. x $60.001s.f. = $1,168,800 (Apartment Finish -out) 3,767s.f. x $35.001s.f. = $131,845 (Common Area Finish -out) MAWR 1 ASSOCIATES, Wt ARCO ii tr C' 4 'S A m +'ti + T �t i • its - �,; •-,t f r � • - i' i t r _ ■ i - t :: . ■ 4' i t f ' L 7} Renovation of Apartment Space on 5" Floor: X7,336,745 1,8050. x $20.001s.f. = 36,100 (For Courtyard Infill) 19,480s.f. x $60.001s.f. _ $1,'i68,800 (Apartment Finish -out) 3,7670. x $35.001s.f. _ $131,845 (Common Area Finish -out) 8) Elevator Allowance: $200,000 $100,000 per Elevator x 2 = $200,000 9) Exterior Facade Renovation: 51,238,940 41,298s.f. x $30.001s.f. _ $1,238,940 'Q) Re -Roof (w /o Amenities): $299,'i40 1,805s.f. x 20.00 /s.f. _ $36,100 (For Courtyard Roof Infill) 25,530s.f. x $8.001s.f. = X204,240 ?,3505.f. x MOW. _ $58,8Q0 (For Restaurant Roof) II) Roof Garden &Amenities: $131,685 8,000s.f. x $15.00/s.f. = S120,000 12j Pool i Spa: $74,004 73) Parking Lot Pavement 8 Fence: $603,330 20,111s.f. x $25.00 /s.f. = S502,775 (For Second Level Parking Deck) 20,111s.f. x $5.001s.f. = $100,555 (For Surface Parking & Fence) Su • °tat for Ite s 1 -1 : $9,403,710 ,r:;,.1u,'.-`* ', ::-:i,r.r ` ''�. ;``^'; `4. 'e^.`7.-.. $658,260 ''.').`'.''^--..`-.... ``^ .. Profit (5%): $470,186 $9,403,710 . .05 = $470,186 I Ulna e r o ' $10,532,156 Binding Commitment for 2008 Allocation Project Name Gray & Bur& Properties, L.L.C. Project Location 709 N. Navigation Boulevard Project Census Tract 7 New Jobs Created 1 Jobs Retained 19 Total Investment $3,000,400 Placed in Service October 2008 Allocation Request $2,000,000 (from 2008 allocation) Summary Gray & Bur& Properties, L.L.C. plans to construct a new administrative office building, equipment storage area and warehouse. Construction of the facility is slated to begin in fourth quarter of 2007 and placed in service in October 2008. Gray & Bur& Properties, L.L.C. is a special purpose entity formed to own the real estate which will be occupied by its related operating company, Weldinghouse, Inc. Gray and Burck Properties; LLC New Facility for Weldinghousel inc. WEL DING111.milmil011151/1 :01.4 0 *a Ot e Az #. pi. too <t 4F- , 4%.a,-44 vie A 4: ___ INC. i 709 Navigation Boulevard 2007 Application for Commercial Revitalization Deduction September 2007 Executive Summary Gray and Burck Properties, LI_C is pleased to present this application for allocation of the Commercial Revitalization Deduction in the 20Q7 Round of the Commercial Revitalization Deduction for the construction of a new administrative office building, equipment storage area and warehouse in Renewal Community Corpus Christi. Gray and Burck Properties, LLC is and special purpose entity fomied to own the real estate which will be occupied by its related operating company, Weldinghouse, Inc. Located at 709 N. Navigation Boulevard, consiniction on the facility is sated to begin in the fourth quarter of 2007 and placed in service in October of 2008. The development plans call for new construdion of the following structures: I. Administrative Office Building &Sales and Customer Service Building — 14,000 sq ft. 2. Warehouse Facility 6,000 sq. ft. 3. Rental Equipment Storage Building and Yard — 65,000 sq. ft of paved area As shovm in the development plan, since the costs to improve the property are for the constniction of the new facilities, the expenditures meet all tests for project qualification under Section 1400I of the Internal Revenue Service Code. Projected cost for all real property improvements is $2,016,455. Therefore an allocation of $2,100,000 is requested from the 2007 allocation. Consiniction is slatted to begin in the 4t' quarter of 2007 with the fatality placed into service in 4"' quarter 2008. The total investment for this project will be in excess of $3,000,000 including cost of the farad purchase and furniture, fixtures and equipment for the new facilities. Evidence of financial resources is presented by the financing letter attached Ix) this application and a copy of the deed of trust is included. Involrement of Residents and Non -profit groups includes identifying residents of the area in artier to take advantage of the Renewal Community Employment Tax Credit and also as an attempt to reach the employment requirements for obtaining Zero Percent Capital Gains on the ultimate sale of the property. Property Description and Location i f n 1 The project is located at 709 N. Navigation Boulevard with convenient access to IH 37 and Leopard Road which is convenient for industrial customers in the petrochemical complex along the Port of Corpus Christi. The legal description of the properly is Lots Fight (8) and Nine (9 ), Block One (1) Whelan Tract uNn- 2, Lots Six (b), Seven (7), Fifteen (15 ), Sixteen (16) and Seventeen {17 }, Block One (I) Whelan Tract UNIT 2 and lots Four (4) and Five (5) Block One (i.) Whelan Tract Unit (2 ). Zoning is consistent with intended uses of the property. Take asakeChogim) Fro hrltl![lt�Qhtrl 18/ kty c- .., L. C C Weidinghouse New Location L-9. „ I- { a .,) CC tk el” ,fi z ,. it ,: .., ..f.. ,s. uo'v.1.0, Rd ‘ ..< ,kit, v. r.,i t. e a. ....1. c. , ‘-' -§li iz4 \ 6 ? .1. .. N. 4i- ---‘ v 111*. / 4Y it = ,, CP o " !�4 4 �T'ri ` 3a j C � 4906,0, st i 1.1 A 1 st ri pli silripaid uun I � r1,L 1 tz Savage oh i F Han • t;J:. Avy tia I 1 , . ii . D Let; Darti SI i 4. .1.- 4 C) Leupatd ,9 01, E.-. tt F. - ,�••� u 4-4 ;If t", 13 ,it vi pa n F pc/ ri.- % if a ' e 4- il r 1rd, e a -7 km 4,0* C't .404. 4,3 ..,..C.5' V Ig .... r rr- 4d e ,,, k- '4 q., 46.1 P' Dr = 0- --- 4- 4,? at, 6 = . z ....... itr. v.- .1:,- z Su u thv 'ivw ..,.? dx. �,,, Dr Agrte% St —fir ,km. ' iwia..7.1. _ J i's.Yom■ mg. 1 � 1 11-upkirm R.d Agitt St M gIL PAIR traw,fthAPH S r -� t 57 F. =-. c v pi% il. W [.W L tr. e S' Wu T.,. 'i dr Si 'I - =4' - WI i 'I- W If tz 6t1,1,,, 5 .4 -, iiiri, . it -we'17 a- 41:1 wV s v5 sA C) Morga Ave ril ovil-9 Reyna st ...5,Ain 5c A 5(0.44,-, it . t `,:Yahx(!11X7AataCLlJavtag20'Jf Development Plan ^^.'`.'_^^e```'..'".' following construction plans, the new facilities for Weldinghouse, Inc. .`.~`-.^.',. administrative and sales offices, ..`.'a'., warehouse storage facilities `.^`^.'`. -'.`^,`-^'`.. buildings for rental equipment storage. . ' . ,..r. _=... jr",...,71.::i17 L .7'. - ,,,..;•.?.tv .-.:.,X:Z"'''- .. .',`` -��s'� _.-�����;�� . L., .1 .L, .: . - :: 1.::r:;'--'':'1?::::'".. :17' ::" ' ' ,. :,-I'" ����`�.`��. '�' - _._ Iiisslon ` ' . ..'' _ ` N .'``' ' . '-_. '''`'.~ .. ' 't "It kA �, . ,�a����°.~.''``- =° "-��'�:��'''�` ,■..-'-'. ~*�y,..�/`�` �,.`,�~^.` ..--`' : - .....;,- ,:„L:Zik- - -_ __ �. --` .'~',. `�� ' '`- '11 'L --- 7 ` _-. _~' _ ^���� -^-°~ ,^ ``^`~ :''.i.r..: ::.;:-',.-ii --1, -ii, 1P.'L it-;-;.'_:-!-:--.-:r..1 ' ' .. 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' Construction Budget WELDINGHOUSE, INCJGRAY AND BURCK PROPERTIES LLC III P B et Property purchase $93,000.00 Original purchase price was $177392.00 Architect $132,945.Q0 Urban Eng. initial site survey $2,800.00 Urban Eng. site plan $23,5Q0.00 Rock Eng.and Testing Lab. $11,000.00 Site Preparation $194,808.00 Concrete 8 Reinforcing steel $424,901.00 Landscape $20,000.00 Pre-eng.Metal Bldg incl. Doors $347,183.00 General carpentry $17,652.00 Interior finishihdwrisignage $49,x17.00 Drywall and ceiling $68,630,00 Floors $18.812.00 Paint $32.700.00 Fire extinguishers and cabinets $1,588.00 Plumbing $61,679.00 Air conditioning $81,489,00 Electrical $162,447.00 Fence $10,300.00 General contingencies S30,000.00 General contractor's expense X326,994.00 Total Building Costs $2 016 455.00 =■ElmannoiJ. With an additional contingency amount, the amount of qualifying expenditures will be $2, 100,000. Construction on the facility is slated to begin in the fourth quarter of X007 and placed in service in October of 2008 Binding Commitment for 2009 Allocation Project Name Adame Group, LLC Project Location Port of Corpus Christi between Whataburger Field and Solomon P. Ortiz Center Project Census Tract 50 New Jobs Created 40 Jobs Retained NIA Total Investment $11,000,Q00 Placed in Service January 2009 Allocation Request $8,950,000 (binding commitment from 2009 allocation) Summary Adame Group, LLC plans to construct a new office /condominium project entitled "The Cotton Yard at the Port of Corpus Christi ". This application requests that the allocation awarded be assigned to the individual office /condominium owners upon purchase and construction of their respective rights and share in the project. Construction of the facility is slated to begin in the second quarter of 2008 and placed in service in January 2009. Adame Group, LLC Construction of New Office Condominiums THE COTTON Y AT THE PART OF CORPUS CHRISTI Between Whataburger Field and Solomon P. Ortiz Center 2007 Application for Commercial Revitalization Deduction September 2007 Executive Summary' Adame Group, LIC is pleased to present this application for allocation of the Commercial Revitalization Deduction in the 2007 Round of the Commercial Revitalization Deduction for the construction of a new office condominium project entitled "The Cotton Yard at the Port of Corpus Christi ". This application requests that the allocation awarded be assigned to the individual office condominium owners upon purchase and construction of their respective rights and share in the project. Located at the Port of Corpus Christi between Whataburger field and the Salomon R. Ortiz Center, construction on the fadlity is slated to begin in the Second Quarter of 2006 and placed in service in January of 20D9. The development plans call for new construction of a four story building with a fatal built area of 80,000 square feet with each floor comprising 20,000 square feet. Each individual condominium ovvner will acquire the rights to the Commercial Revitalization Deduction on a pro rate basis of the total assigned bo the project. As shown in the development plan, since the costs tri improve the property are for the construdion of the new fadlities, the expenditures meet all tests for project qualification under Section 14.001 of the Internal Revenue Service Code. Projected post fi3r all real property improvements is $8,914,167. Therefore a binding commitment of future year allocation of $8,950,000 is requested by means of this application. The total investment for this project will be in excess of $11,000,000 including cast of the furniture, fixtures and equipment for the new fadlilies. Evidence of financial resources is presented by the financing letters attached to this application and a copy of the lease agreement. Each Individual condominium owner will receive assignment of the pro rata share of the Commercial Revitalization allocation upon dosing on the purchase. Involvement of Residents and Non -profit groups includes identifying residents of the area in order to hake advantage of the Renewal Community Employment Tax Credit and also as an attempt to reach the employment requirements for obtaining Zero Percent Capital Gains on the ultimate sale of the Individual Unit owners condominiums. Property Description and Location The project is located at the Port of Corpus Christi between Whataburger Field and the Solomon P. Ortiz Center as shown on the following maps and photo. L r r i •.. ... _ti • L P L ,6f qtr f , et (k Cotton Yard Location tivaiv,_ r ,)84.47, .vi '0 ' y) u ti L co i. �- .z. a.- r• L P't r; 0 1 V 1,41:; .4.;: H 7: - _:.- ,, ,_ ti L• r_ r _1 ,% L L. 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Cornandie ipart Si + 1 1 • , V ;± L .. r r J '1 • t _ S' •__ . , V •••-•;.,...,-.., • Y 1 r 1' . L ■. _ - _ - L ti • • a. . . r . .. •s 1 • - _ 1 .' f � t f L .■, L ,0 . M ' p:- . F ,. � � r , , f 4,- p _9E '17c_f * i e a E ck- -4 ft, -, I . • 100 in • • - tip mi FL Pi.' LA a. t dti��► k ,-, ., Nolo St , " mat)? St ""ve 4 L- _ . L • L• - ....... _ . _ . .......,...„ . , • :. L_ 1 .. . ; ....- .. -.. .... . . .._ . .. • I. _J. • I: • ... , . ... :... . . . . .. • . . . 1 .. , . • • , ... . , • , • ' - _L L S - _ i _ 1' ■ ■ „.. -.... _........_ - L: } _ - • • .- � 1 •yam . ... . i f - . - ■ F 1 '� f ... - - a f L L •i _ r .- -..' . r ' L r f, L ___ _ _ : _ .. _ i '_ .- L •1 - _._ - - L s L _' Development Plan COTTON YARD DEVELOPMENT SUMMARY Development Proposal Port of Cot us Chrisd 1. The Adame Group has obtained the exclusive development rights for two tracts of laud located next to the Whatabiner Field in downtown Corpus Christi. The tracts include a 2.S (Parcel .A) acre site and a 2.6 acre site (Parcel B) and are identified as such in the attached exhibits. 2. We have perfomied a considerable amount of feasibility work on possible development scenarios for the sites. Through this work we have fanned an opinion that a key component to the success of the entire area is the creation of daily demandipedesnian traffic. It is our feeling that the overall development should be clone in phases. with the first phase being the generator of this daily demand and the second phase being a development that can benefit from this demand. The first phase will be focused on Parcel A. and Will include the consinction of an office condominium, complex. Our reasoning for an office condominium type development over traditionally leased office space is that the condominium scenario allows buyerslowners to take advantage of tile Renewal Community Disnict incentives. Over the years we have been involved with many real estate ventures and our local expertise tells us we need to be realistic about our real estate market. Commercial development with our city's Central Business District has been virtually non-existent over the Bast 20 years. The premier properties such as the Omni Bayfront (caiginally the Hershey Hotel }, Oue Shoreline Plaza. and Frost Balk Plaza (originally Texas Commerce Bank Plaza). which were all developed in the 1984s. have all ended up in foreclosure and have just now reached a point of stabilization. These stabilized returns are based on re -sale values of less than 3400 of the original cost of constniction. With respect to new development. there have only been four new privately o properties constructed in the dimitomi market over the past ten years (Whataburger by the Bay. Circle K. Bina King and IBC Bank). Of these four projects. three were supported by the ability to use the cutTent Renewal Community Provisions which allow for accelerated depreciation of constnxted improvements. These incentives wake developing new office space economically feasible in the Coipus Christi area. Without thew. local market rents are not at a level. that will justify new constmetion. It is our opinion that there have been two primary causes for the area's historical tuiderperformance. The tint has been the lick of real demand for commercial space. vithich has restticted the opportunity for rental rate appreciation. The second is the nonrealistic kind value expectations of =Tent propeity owners in the downtown market. Bused on our initial marketing efforts, it is our opinion that this development could include the construction of approximately 50.000 square feet of condominium space. This space could be either contained in one or two buildings situated along the western portion of the site in order to enable occupants a view of Whataburger Field. The 8(1.000 square feet would translate into n daily influx of approximately 270 people to the area every day t .ti t ti I.. 0.1%,,= .i lawn' 1 fa P...11 . i Development Proposal i of Coe us _ id 3. With respect to Please II of the project. the type of development will be determined based on the ultimate success of Phase I and will Ue more than likely dictated by the demand created. Possibilities include retail, additional office. hospitality or residential. We have estimated that the overall investment into the community will be in the $2U million to $25 million dollar range. 4. We are currently working on a master plan for the entire area. We have extended this master plan to include the areas surrounding the development as it is our intent to create a since of homogeneity between the developing area n=est of the Harbor Bridge and the entertainmentlinusetun areas ou the east side. We have already met with the RTA and individual transportation consultants in order to gain input and advice on the Winging together of the two areas. Cunsently the bridge and the condition of the pedesnian improvements limits the connectivity of the tiro areas. We are Aware of federal dollars and matching programs that are available for these types of areas that could significantly help in The construction of pedestrian niendly walkways and transportation corridors benreen the iwo areas and downtown Comm Christi. It is the Adame Group's feeling that millions of public dollan haw been spent in these two areas and it is now time for the private sector to step up and help develop the area to its fullest potential. It is our intent to held the entire area become one economic unit that the city and the stuTounding area will be proud of and use an additional catalyst for tourism and quality of life promotion. Construction Budget +f 4. L. 07 Sep 2007 Level I Direct Coat Summary WKMC Architects Cotton Yards Office Condominiums Preliminary Estimate ... r a . ... ...r+r. ......'= - -- 12:19:36PM I quantity Unit Cost Total Cost r,*, 1. .10.i - 07027 Cotton Yards Office Condominiums i OFFICE, 2-4 STORY 511070rAL Contractor's Gen Requirements Contractor's Overhead Contractofs Profit. 51,18707AL Design Fees Design Contingency Bidding Contingency ...........■. 80.000 SF .._..._,_ 80,000 SF $78.65 $6,291,912 10.0% X7.86 5629,191 7.0°k $6.06 $484.477 5.0% $4.53 $370,279 $78.65 $6,291,912 $97.11U X5.83 $3.09 $5.31 $7,775,859 S466,552 $247,272 X424,484 Cotton Yards Office Condominiums 80,000 SF $111.43 $$,914,1b7 07027 BSD CostLinkfAE Page I of 7 Page 1 of 4 RESOLUTION NOMINATING PROJECTS TO THE OFFICE OF THE GOVERNOR FOR RENEWAL COMMUNITY COMMERCIAL REVITALIZATION DEDUCTIONS WHEREAS, the Department of Housing and Urban Development designated the City of Carpus Christi's Census Tracts '!, 3, 4, 5, 7, 10, 11, 13, 35, and 50 as a "Renewal Community" eligible to share in tax incentives to stimulate job growth and promote economic development; WHEREAS, the Renewal Community designation provides federal tax incentives to businesses located in the Renewal Community; WHEREAS, each Renewal Community may allocate $12 million of Commercial Revitalization Deductions per year and up to $10 million per project for substantially rehabilitated or newly construction buildings in the Renewal Community; WHEREAS, a business can deduct 50 percent of the building in the first year the building is placed in service or deduct the full amount of eligible expenditures pro rata over 14 years; WHEREAS, each Renewal Community may make the following types of allocations of the Commercial Revitalization expenditure amounts -an allocation in the calendar year in which a qualified revitalization building is placed in service; a binding commitment to make an allocation of a specified dollar amount to a qualified revitalization building in the calendar year in which the building is placed in service; and a carryover allocation; WHEREAS, each Renewal Community must submit to the Office of the Governor a plan for awarding its $12 million in Commercial Revitalization Deductions ( "Allocation Plan "); WHEREAS, are December 19, 2006, the City Council adopted its Allocation Plan, titled "City of Corpus Christi Commercial Revitalization Local Strategic Plan for the City's Renewal Community Commercial Revitalization Deduction Allocation Program" ("Local Strategic Plan ") to submit to the Office of the Governor; and WHEREAS, pursuant to its Local Strategic Plan, the City published notice of the Commercial Revitalization Deduction application process, received applications, and reviewed applications for compliance with the focal Strategic Plan; WHEREAS, the City desires to nominate 6 projects for allotments totaling $30,850,000 for 2007 to complete the allocation for the current year; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, HALEG-DI R\Shared‘GaryS‘agenda\2007‘10-23\Res-NominateList-CCRD.DOC Page 2 of 4 SECTION 1. The following project is approved by the City of Corpus Christi and nominated for approval by the Office of the Governor to certify the following allocation of the Commercial Revitalization Deductions totaling $30,850,000: 1. Nueces Hotel Holdings, LP (Red Roof Inn), to receive an allocation for $2,650,000 from the 2007 Commercial Revitalization Deduction for a building located 3030 Buffalo and IH-37 frontage road, creating 13 jobs. 2. Turner Industries Group, L.L.C. to receive an allocation of $7,050,000 from the 2007 Commercial Revitalization Deduction fora building located at IH 37 and Clarkwood Road, creating 185 jobs. 3. Robert Pinkerton Services to receive an allocation of $200,000 from the 2007 Commercial Revitalization Deduction fora building located at 7713 Leopard Street, creating 3 jobs. 4. J. Golden Properties, Inc. (Lichtenstein) to receive an allocation for $2,100,000 from the 2007 Commercial Revitalization Deduction for a building located at 401 Chaparral Street, creating 25 jobs. 5. J. Golden Properties, inc. (Lichtenstein) to receive a binding commitment for an allocation of $7,900,000 from the 2008 Commercial Revitalization Deduction fora building located at 401 Chaparral Street, subject to the following upon final approval by the City Council in 2008: a. Project will be placed in service within 24 months of approval of the CRD allocation b. Funding is secured. c. Land/property acquisition is complete or under lease. d. Full -time jobs are created or retained. 6. Gray & Bur& Properties, L.L.C. to receive a binding commitment for an allocation of $2,000,000 from the 2008 Commercial Revitalization Deduction fora building located at 709 N. Navigation, subject to the following upon final approval by the City Council an 2008: a. Project will be placed in service within 24 months of approval of the CRD allocation b. Funding is secured. c. Land/property acquisition is complete or under lease. d. Full-time jobs are created or retained. H:1 lEG- DfFilSharedlGarySlagenda1200711 p- 231Res- NominateList- CCRD.QOC Page 3 of 4 7. Adams Group, LLC to receive a binding commitment for an allocation of $8,950,000 from the 2009 Commercial Revitalization Deduction for a building located at the Port of Corpus Christi, subject to the following upon final approval by the City Council in 2008: a. Project will be placed in service within 24 months of approval of the CRD allocation b. Funding is secured. c. Landiproperty acquisition is complete or under lease. d. Full -time jobs are created or retained. SECTION 2. The City Manager or his designee is authorized to execute a certification to the Office of the Governor that the City of Corpus Christi has followed the procedure in its Allocation Plan, and to the best of his or her knowledge, the application approved in this Resolution is complete and meets the requirements of the commercial revitalization deduction program. ATTEST: THE CITY OF CORPUS CHRISTI Armando Chapa City Secretary Approved: October 17, 2007 ._ , t, ,C) rePAL__ G ry _ Smith Assistant City Attorney for City Attorney Henry Garrett Mayor H: 1LEG- DIR1 $haredlGarySlagenda12007110 -23 \Res- Nominatetist -CCRD. DOC Corpus Christi, Texas of ....._...._ 20Q6 The above resolution was passed by the following vole: Henry Garrett Melody Cooper harry Elizondo, Sr. Mike Hummell Bill Kelly Priscilla G. Leal John E. Marez Nelda Martinez Michael McCutchon FIALEG-DIR\Shared\GaryMagenda\2007\1 0-23\Res-Nom •■••■•■••■ Page 4 of 4 ■ 9 CITY COUNCIL AGENDA MEMORANDUM City Council Action Date: October 23, 2007 AGENDA ITEM: Resolution authorizing the execution of an agreement with Nueces Hotel Holdings, L.P. (Red Roof Inn) providing for temporary property tax abatement. ISSUE: On May 9, 2006, the Council reauthorized participation in tax abatement and adopted Tax Abatement Guidelines and Criteria. REQUIRED COUNCIL ACTION: Resolution authorizing the execution of temporary property tax abatement agreements with Nueces Hotel Holdings, L.P. PREVIOUS COUNCIL ACTION: Since the year 2000, Tax Abatement Agreements have been approved for First Data Corporation, Trinity Towers, Ltd., Cintas-Rus, Inc., APAC Tele Services, Site! Corporation, Ullah Investments, Inc., and Shutters Management, ltd. CONCLUSION AND RECOMMENDATION: Approval is requested to enter into an agreement for temporary property tax abatement with Nueces Hotel Holdings, L.P. Irma Caballero Economic Development Director Attachments: BACKGROUND INFORMATION The Tax Abatement Guidelines slate that a facility may be eligible for tax abatement if it is a "Basic Manufacturing or Service Facility, Regional Distribution Center, Regional Telecommunications/Data Processing Center facility, Regional visitor /Amusement Facility, Enterprise Zone Residential Redevelopment Facility, Central Business District (CBD) Residential Facility and Petrochemical Facility." A Renewal Community Facility may be considered on a case by case basis for abatement if the building or structure will be defined as rehabilitation project or is defined as a new facility. Projects that may be considered include: mixed -use, retail facilities, and hotel accommodations. In an effort to support the development of residential facilities an additional category, a Central Business District, was created which waived the job creation requirement and provides for 100% abatement for up to two years construction and 5 additional years. The value of the land comprising the property shall be fully taxable. The base year value of existing improvements comprising the property shall be fully taxable. The value of ineligible property shall be fully taxable and the added value of capital improvements to eligible property shall be subject to abatement as set forth in the tax abatement agreement. The Nueces Hotel Holdings, L.P. project is submitted for your consideration for tax abatement: Nueces Hotel Holdings, L.P. submitted their application on October 20, 2006 and constructed an 87 -room Red Roof Inn located at 3030 Buffalo and IH -37 frontage road. The total investment is $5 million of which $4.35 million is attributable to property improvements. This project will create 13 new full -time jobs. An Abatement is requested for years 1 & 2 following completion of construction which occurred in May 2007. The facility is in Census Tract 5 and qualifies as a renewal community new facility project. See percentage of abatement in the Chart below for "Renewal Community Facilities." Year Percentage of Abatement Construction Period not to exceed 2 ears 100% Year 1 Year 2 Year 3 75% 75% o% The Tax Abatement breakdown will be as follows: Year 1 (2008 ): Year 2 (2009): Year 3 (2010): * As approved by City Council July of each year. _ $650,000 x .75 x *applicable tax rate = $650,000 x .75 x *applicable tax rate _ $0 The following information on the project is provided: • Tax Abatement Application • Resolution • Tax Abatement Agreement • Map of property SOUTHCORP REALTY ADVISORS 3401 ALLEN PARKWAY #2Q0 HOUSTON, TEXAS 77p19 (713) 960 - 1880 FACSIMILE TRANSMITTAL SHEET 'YU: MS. Inns Cabana* cohnimy, City of Corpus Chi IiAK NIiIABCX: (361)884 -3845 itn: Application for Tax Abatement !d QTTSG/ CUMMT3N?$: FROM: David Hillman DATE: 18I20/2006 TOTAL NO. OF PAGES 7NCLUDiNC: COVEM: 5 Following is a completed Application for Tax Abatement for our hotel project at Nueces Bay Boulevard and 114-37. We have cleared the site and are cuncntly installing off site improvements and public utilities. We plan to start construction atm: on site non - public improvements and building in the next 10 days or so* so please advise as to how we might expedite this application. Thank you for your assistance. Regards, David Hillman RECEIVED OCT 2 0 2006 ECONOMIC DEVELOPMENT This facsimile transmission (and/or the documenti accompanying ;t) COritainS confidaitid information liclanging to the sender which is intaulai volt' for the use of the individual or entity named. If you ait not du intended recipient, you are h aobScd that any disclosure, caring or distribution of the infontation is prohibited. If you receive this tranunission in error, please immediately notify the sender by telePhonc to arrange for the return of this documem OCT 10.2006 1Q-39A RON IMSSEY ACM 000-000-00000 page 2 APPLICATION FOR. TAX AMTIMENT This application ibould br area Dior to the lieginini Droonstrnctian or the kabbala of improvemarts. The Mine of this document seknovadassi anglitity sod oceibrissise with Mit Wino ad Criieria r4w Granting Tax Matemet. This spplicaion wi11 lissome "NT cit dm Tax Maim* Apitment and goy knowingly file reptesemiltioni will be glow& for umbel* the I This Application should be vuteeWleJ to she City Wow, City MIL 1101 Iwmpird. P.O. Finx 9277. Ova" Dirt {. Tau 18469 (fiat propedies inside the city limit') and ID the County Judge. Mims County Cooremost, no! lAmpani Street. 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ECONOMIC BOORMAIIOW Pousememi Employment Linda .. le eaimiiy penweil emplormit iodide dr mei mw1Mr of At (lift MI Tins Evivalsiob) meted at die lite by yator P.. is v sll.r kown perommema Sabi of ranee coMe.cavi i+tpaiwd Tot npenien Eiftwied ARNIM Who OA Sift - Thg wbs haw, 1 pnagglimi *mai lig die wFeie rrNi.bi y dip Nosega Comer Avionind Dili& if Ss Applaud' ram whom Mug WORM ilia 111111161111 Wiwi k se biovm or is ambiaod wide ear propordop nip. s ail* on own plan so fill& To qmiliers die amid propeptiss Mrs wet $e aikido ointioe0 in dm: Tax Alimincet brow. P of Wag *NM lii a "6eR owiwatao" band m englility ix Tows. page 3 Aili � n -- PIM liklii s e �� � � . ..° �1I�lHI1ImItt�l!�.�� iiiiii- .- i- filo agAiiill MIIIIPIIMILnin °�°1 �U�lO� ;s ■ ..,_. Ir ritimp.i EXHIBIT A APPLICATION FOR TAX ABATEMENT Nueces Hotel Holdings, Inc. is planning to construct a Rid Roof Inn Hotel on a 1.7 acre parcel at the intersection of1.37 and Nueces Bay Boulevard in the City of Carpus Christi. The proposed building is a 3 story wood frame 41,000 square foot structure with a stucco exterior and composite shingle root The drives and parking areas will be paved with concrete. Amenities include a swimming pool, meetbig mom, coffee lounge, laundry room, fitness center and lush landscaping. Public utilities will bs extended to and through, the site and sever fire hydrants will be installed on both Buffalo Street and the 1H -37 frontage road. Total investment ill the site is estimated at 55,000,000 pies land costs. The applicant is requesting an abatement of taxes which would be imposed on the land, building mica= and site and public utility improvements. , EXHIBIT B APPLICATION FOR TAX ABATEMENT lit 14/10T1 40, 1 1 qkli V i 1 ? 11 1 1 I I 1 /7 1 1 // e IA tf RIO V, VI rste sT rim( Val T 3 a PM, igt 11161V) ** TOTAL PAGE.05 ** TAX ABATEMENT AGREEMENT THE STATE OF TEXAS COUNTY OF NUECES This Tax Abatement Agreement (hereinafter referred to as the 'Agreement") is made and entered into by and between the CITY OF CORPUS CHRLISTI, TEXAS (the `Governmental Unit') and Nueces Hotel Holdings, L.P., a Texas limited partnership (the `Owner' ), the owner of taxable property in the City of Corpus Christi, Texas, 3030 Buffalo Street, Lot 17B, Forest Park Addition 2, Corpus Christi, Nueces County, Texas (the "Property' ). I. AUTHORIZATION This Agreement is authorized by the Texas Property Redevelopment and Tax Abatement Act, Texas Tax Code, Chapter 312, as amended (the `Act'), and is subject to the Taws of the State of Texas and the charter, ordinances, and orders of the Governmental Unit. II. DEFINITIONS As used in this Agreement, the fallowing terms shall have the meanings set forth below: A. `Base Year Value' means the assessed value of the Improvements on the Property as certified by the Nueces County Appraisal District as of the January 1 preceding the execution of this Agreement plus the agreed upon value of Improvements made after January 1 but before the execution of this Agreement. B. `Improvements" means the buildings or portions thereof and other improvements, including fixed machinery and equipment, used for commercial or industrial purposes on the Property. C. `Construction Phase" means the period during which a material and substantial improvement of the Property occurs which represents a separate and distinct construction operation undertaken for the purpose of erecting the Improvements. The Construction Phase ends upon the earliest to occur of the following events: (1) when a certificate of occupancy is issued for the project (if within City limits); or {2} when commercial production of a product or provision of a service is achieved at the facility, or (3) when the architect or engineer supervising construction issues a certificate of substantial completion, or some similar instrument, or HALEG-DIRIShared\GalySTconornic Developmenffax abatement agreementRedRoofinn 071015renew comm.doc Page 1 of 13 (4) two (2) years after the date of this Agreement. The determination of the end of the Construction Phase shall be made by the Governmental Unit, in its sole and absolute discretion, based upon the above criteria and such other factors as the Governmental Unit may deem relevant. The determination of the end of the Construction Phase by the Governmental Unit shall be conclusive, and any judicial review of such determination shall be governed by the substantial evidence rule. D. "Abatement" means the temporary or partial exemption from ad valorem taxes of certain added value to real and personal property in a zone designated for economic development purposes pursuant to the Act E. "Eligible Property" means the buildings, structures, site Improvements, and that office space and certain personal property necessary to the operation and administration of the Facility to be constructed pursuant to this Agreement. A list of the Eligible Property is set forth in the Project Description which is attached hereto as Exhibit "A" and made a part hereof. During the Construction Phase of the Eligible Property, the Owner may make such change orders to the Eligible Property as are reasonably necessary to accomplish its intended use, provided that no such change order may be made which will change the qualification of the project as a "Facility" under the Guidelines and Criteria for Granting Tax Abatement approved by the Governmental Unit. F. "Ineligible Property" means land; inventories; supplies; tools; furnishings and other forms of movable personal property; vehicles; vessels; aircraft; housing; hotel accommodations; deferred maintenance investments; property to be rented or leased except as provided in Section 2(e ); improvements for the generation or transmission of electrical energy not wholly consumed by a New Facility or expansion; any improvements, including those to produce, store or distribute natural gas, fluids or gases, which are not integral to the operation of the Facility; improvements to real property which have an economic life of less than 15 years; property owned or used by the State of Texas or its political subdivisions or by any organization owned, operated or directed by a political subdivision of the State of Texas; unless any of the above types of property are specifically authorized by the Governmental Unit. U. "Added Value" means the increase In the assessed value of the Eligible Property as a result of "expansion" or "modernization" of an existing facility or construction of a "new facility." It does not mean or include "deferred maintenance." H. "Facility" means a Basic Manufacturing or Service Facility, Regional Distribution Center Facility, Regional Telecommunications/Data Processing Center facility, Regional Visitor Amusement Facility, Central Business District (CBD) Residential Facility, Renewal Community Facility, or Petrochemical Facility approved by the Governmental Unit as set forth in the Guidelines and Criteria for Granting Tax HALEG-DIR\Shared\GarySlEconomic Developmenffax abatement agreementRedRooflnn 071015renew comm.doc Page 2 of 13 Abatement adopted by the Governmental Unit. The Guidelines and Criteria for Granting Tax Abatement adapted by the Governmental Unit are incorporated as a part of this Agreement. Except as the same may be modified herein, all definitions set forth therein are applicable to this Agreement. III. PROPERTY The Property is an area within the City of Carpus Christi, Texas, located in whole or in part within the jurisdiction of the Governmental Unit as is more fully described in Exhibit "B" attached hereto and made a part hereof. Said Property is located within a zone for tax abatement established pursuant to Chapter 312 of the Texas Tax Code, as amended, by the City of Carpus Christi, Texas. The Nueces County Appraisal District has established the following values for the Property as of the January 1 valuation date prior to the date of execution of this Agreement. Account No. Ilia Personal property iL,_.ila Account No. 00035648 Land $ 250,000 ,Improvements X0.00 The Governmental Unit and the Owner agree that the value of any additions to the Improvements made after January 1 or not otherwise reflected on the above valuation of Improvements is: Additional Improvements: $0 Addition of the above amount to the valuation of the Improvements as of the January I valuation date prior to the date of execution of this Agreement results in a Base Year Value as follows: Base Year Value: $250,000. IV. TERM OF ABATEMENT AND AGREEMENT The Governmental Unit agrees to abate the ad valorem taxes on the Eligible Property in accordance with this paragraph and paragraphs V and VI hereof The Abatement shall be effective with the January 1 valuation date immediately following the date of execution of this Agreement. The Abatement shall continue for up to two (2) years during the period of the Construction Phase and for the next three (3) full tax years thereafter, expiring as of December31 of such third tax year. If the period of the Construction Phase exceeds two {2} years, the Facility shall be considered completed for purposes of Abatement, and in no case shall the period of Abatement inclusive of construction and completion exceed five (5) tax years. The years of Abatement provided herein shall in each instance coincide with the tax year commencing an January 1 and expiring on December 31, and in no event shall the Abatement extend beyond EBLEG-DIMShared\GaryS\Economic Developmenffax abatement agreementRedRootinn 071015renew comm.doc Page 3 of 13 December 31 of the fifth tax year. This Abatement shall also cover as Eligible Property those supplemental improvements to the Eligible Property that are added or constructed during the post - construction three (3) year period of Abatement. In no event, however, shall the total Abatement period for such Eligible Property exceed the maximum five (5) year Abatement period for the entire project as specified herein. The term of this Agreement shall continue for a period of five (5) years following expiration of the abatement period. All terms and conditions imposed upon the Owner shall continue in effect during such period, and the Owner shall be obligated specifically to continue the minimum employment levels specified herein. Any default shall be subject to the provisions of Article VIII hereof. V. TAXABILITY During the period that the Abatement is effective, taxes shall be payable as follows: (1) The value of the land comprising the Property shall be fully taxable; (2) The Base Year Value of existing Improvements comprising the Property shall be fully taxable; (3) The value of Ineligible Property shall be fully taxable; and {4} The Added Value of Eligible Property shall be abated as set forth in Part VI herein. VLAMOUNT OF ABATEMENT The Abatement provided by this Agreement shall be based upon (for a Renewal Community Facility) for each created one (1) new permanent Trull-time job per $50,000 of Added Value to a property following the completion of construction and maintains the same level of employment for the term of the abatement agreement, the percentage of tax abated shall be in accordance with the following schedule: Percenta_ge of Abatement Construction Period 100% (not to exceed 2 years) Year 1 '15% Year 2 75 °/a Year 3 0% In order to be counted as a permanent job under this Agreement, the job must be a full -time position providing regular work schedules at least 35 hours per 'week. For compliance purposes, the determination date shall be January 1 of each year commencing with the January 1 following the date of completion of construction. The percentage of abatement HALEG-DIRNShared\GarySTconomic Developmenffax abatement agreementRedRooffnn 071015renew comm.doc Page 4 of 13 provided each year under this Agreement shall be based upon the employment information as of January 1 of such year. As a result, the actual amount of abatement may vary from year to year based upon employment levels and property valuations. [Note: If this project is designated as a "rehabilitation project" under the Guidelines and Criteria which involves the adaptive reuse of an existing structure or building for a Facility, the project must involve a minimum capital expenditure of $250,000. The rehabilitation project must involve the adaptive reuse of an existing structure or building currently on the property tax rolls so that the Base Year Value associated with the project will include both the value of the land and the existing improvements. The Owner and Owner's landlord specifically disclaim any abatement for improvements to the building, and the covenants and obligations hereof shall not be binding upon Owner's landIard. The sole Eligible Property subject to abatement shall be the value of personal property such as furniture and movable equipment installed by Owner which would otherwise be considered Ineligible Property for any other type of abatement category. In no event, however, may the total value of such personal property subject to abatement exceed $1 million.] At the time of execution of this Agreement, the Owner reasonably estimates and represents to the Governmental Unit that the Added Value comprising permanent Improvements upon completion of the Construction Phase shall be: $ 4,350,000 ( "Estimated Added Value ") of which $650,000 is eligible for tax abatement. In the event that upon completion of the Construction Phase the Added Value of permanent Improvements, as determined by said Appraisal District, shall at any time thereafter during the period of Abatement be less than eight -five percent {85 %} of the Estimated Added Value, not due to circumstances beyond the control of Owner, the Owner agrees to pay, as additional taxes hereunder, an amount equal to the then current tax rate of the Governmental Unit applied to the difference between the Added Value from eighty -five percent (85 %) of the Estimated Added Value, multiplied by 100% minis the net percentage of Abatement provided under this Agreement. For the purposes of this provision, the term "circumstances beyond the control of Owner" shall include casualty losses, national economic factors, shutdowns due to governmental regulations, strikes, acts of war; and the like. The formula for calculating such additional tax is outlined as follows: {Tait Rate] x [(85% of Est. Added Value - Actual AV) x (100% - Abatement %)] = Additional Tax. VII. CONTEMPLATED IMPROVEMENTS The contemplated improvements are set forth in the Project Description attached as Exhibit "A." During the Construction Phase, the Owner may make such change orders to the project as are reasonably necessary, provided that no such change order may be made which will change the qualification of the project as a "Facility" under the Guidelines for Granting Tax Abatement HALEG-DIR\ShareaGarySEconomic Developmenffax abatement agreementRedRooiInn 071015renew comm.doc Page 5 of 13 approved by the Governmental Unit. All improvements shall be completed in accordance with all applicable laws, ordinances, rules or regulations. During the term of this Agreement, use of the Property shall be limited to operation of the Facility described in the Project Description consistent with the general purpose of encouraging development or redevelopment of the zone during the period of this Agreement. Owner represents and warrants that this project will add at least one (1) additional permanent or full-time operating or contract employee per $50,000 of Added Value to the property following the completion of construction and maintain the same level of employment for the term of the abatement agreement. The project is not expected to solely or primarily have the effect of transferring employment from one part of Nueces County to another. VIII. EVENTS OF DEFAULT AND RECAPTURE A. Failure to Commence Operation During Term of Agreement. In the event that the Facility is not completed and does not begin operation with the minimum number of 50 permanent jobs by the January 1 fallowing the completion of construction, no abatement shall be given for that tax year, and the full amount of taxes assessed against the property shall be due and payable for that tax year. In the event that the Owner faits to begin operation with the minimum number of 50 permanent jobs by the next January 1, then the abatement Agreement shall terminate and all abated takes during the period of construction shall be recaptured and paid within 60 days of such termination. B. Discontinuance of O.erations During Term of Abatement. In the event the facility is completed and begins operation with the required minimum number of permanent jobs but subsequently discontinues operations or the minimum number of permanent jobs is not maintained on any January 1 during the term of the Agreement after the completion of construction, for any reason except on a temporary basis due to fire, explosion or other casualty or accident or natural disaster, the Agreement may be terminated by the Governmental Unit, and all taxes previously abated by virtue of the Agreement shall be recaptured and paid within 60 days of such termination. C. Delinquent Taxes. In the event that the Owner allows its ad valorem taxes to became delinquent and fails to timely and properly follow the legal procedures for their protest and/or contest, this Agreement shall terminate and so shall the abatement of the taxes for the calendar year of the delinquency. The total taxes assessed without abatement for that calendar year shall bepaidwithin6Qdaysfromthedateoftermination. Penalty and interest shall not begin to accrete on the additional amount of taxes due as the result of recapture under this provision until the first day of the month following such sixty (60) day notice, at which time penalty and interest shall accrue in accord with the laws of the State of Texas. Penalty and interest on the amount of taxes originally levied based upon the Abatement shall, of course, begin to accrue as of the date such taxes were due in accord with the laws of the State of Texas. IBLEG-DIRMared‘GarySTconomic Development\Tax abatement agreementRedRooflnn 071015renew comm.doc Page 6 of 13 D. Notice of Default. Should the Governmental Unit determine that the Owner is in default according to the terms and conditions of this Agreement, it shall notify the Owner that if such default is not cured within sixty (60) days from the date of such notice {`Cure Period' }, then this Agreement may be terminated. In the event the Owner fails to cure said default during the Cure Period, this Agreement may be terminated and the taxes abated by virtue of the Agreement will be recaptured and paid as provided herein. E. Actual Added Value. Should the Nunes County Appraisal District determine that the total level of Added Value during any year of the term of this Agreement after completion of the Construction Phase is lower than the Estimated Added Value such that a lower percentage of Abatement is applicable, for each year during which an Abatement has been granted the difference between the tax abated and the tax which should have been abated based upon the actual Added Value shall be determined by the Governmental Unit and paid within 60 days of notification to the Owner of such determination. Penalty and interest shall not begin to accrue upon such sum until the first day of the month following such sixty (60) day notice, at which time penalty and interest shall accrue in accord with the laws of the State of Texas. F. Reduction in Rollback Tax Rate. If during any year of the period of Abatement any portion of the abated value is added to the current total value of the Governmental Unit but is not treated as `new property value' (as defined in Section 26.012 (i7) of the Texas Tax Code) for the purpose of establishing the "effective maintenance rate" in calculating the `rollback tax rate' in accord with Section 26.Q4 (c) (2) of the Texas Tax Code and if the Governmental Unit's budget calculations indicate that a tax rate in excess of the `rollback tax rate' is required to fund the operations of the Governmental Unit for the succeeding year, then the Governmental Unit shall recapture from the Owner a tax in an amount equal to the lesser of the following: (1) The amount of the taxes abated for that year by the Governmental Unit with respect to the Property. (2) The amount obtained by subtracting the rollback tax rate computed without the abated property value being treated as new property value from the rollback tax rate computed with the abated property value being treated as new property value and multiplying the difference by the total assessed value of the Governmental Unit. If the Governmental Unit has granted an abatement of taxes to more than one taxpayer, then the amount of the recapture calculated in accord with subparagraph (2) above shall be prorated on the basis of the value of the abatement with respect to each taxpayer. This event shall not constitute a `default" under this Agreement, and the sixty (6Q) day Cure Period provided above shall not apply. Such recaptured taxes must be paid within thirty (34) days after notice thereof has been given to the Owner. Penalty and interest shall not begin to accrue upon such sum until the first day of the month fallowing such thirty (30) day notice, at which time penalty and interest shall accrue in accord with the laws of the State of Texas. HALEG-DIR\Shared\GarySTconomic Developmenffax abatement agrcementRedRooflnn 071015renew comm.doc Page 7 of 13 G. Continuation of Tax Lien. The amount of tax abated each year under the terms of this Agreement shall be secured by a first and prior tax lien which shall continue in existence from year to year until such time as this Agreement between the Governmental Unit and Owner is fully performed by Owner, or until all taxes, whether assessed or recaptured, are paid in full. In the event of any default by Owner, the governing body of the Governmental Unit reserves the right to terminate or modify this Agreement. Owner shall be afforded written notice of such default and the opportunity to cure as provided above. If Owner believes such action was improper, Owner may file an appeal in Nueces County district court within sixty (b0) days after written notice of the action by the Governmental Unit. Owner shall remit to the Governmental Unit, within such 60 -day period, any additional or recaptured taxes levied pursuant to the payment provisions of Texas Tax Code § 42.0$. If the final determination of the appeal increases Owner's tax liability above the amount paid, Owner shall remit the additional tax pursuant to Tax Code § 42.42. If the final determination of the appeal decreases Owner's tax liability, the Governmental Unit shall refund the Owner the difference between the amount of tax paid and the amount of tax for which Owner is liable pursuant to Tax Cade § 42.43. IX. ADMINISTRATION Inspections. The Owner shall allow employees and/or representatives of the Governmental Unit to have access to the Property during the term of this Agreement to inspect the Facility to determine compliance with the terms and conditions of this Agreement. All inspections will be made only after the giving of twenty -four (24) hours prior notice and will only be conducted in such manlier as to not unreasonably interfere with the construction andior operation of the Facility. All inspections will be made with one or more representatives of the Owner and in accordance with Owner's safety standards. Appraisals. The Chief Appraiser of the Nueces County Appraisal District shall annually determine (i) the taxable value of the real and personal property comprising the Property taking into consideration the Abatement provided by this Agreement, and (ii) the full taxable value without Abatement of the real and personal property comprising the Property. The Chief Appraiser shall record both the abated taxable value and the full taxable value in the appraisal records. The full taxable value figure listed in the appraisal records shall be used to compute the amount of abated taffies that are required to be recaptured and paid in the event this Agreement is terminated in a manner that results in recapture. Each year the Owner shall furnish the Chief Appraiser with such information outlined in Chapter 22, Texas Tax Cade, as amended, as may be necessary for the administration of the Agreement specified herein. Annual Reports. Owner shall certify to the governing body of the Governmental Unit on or before April 1 each year that the Owner is in compliance with each applicable term of this Agreement. Additionally, during the initial four years of the term of property tax abatement, Owner shall provide to the Governmental Unit an annual report covering those items listed on Schedule I attached hereto in order to document the efforts of the Owner to acquire goods and services on a local basis. Such annual report shall be prepared on a calendar year basis and shall HALEG-DIR\Shared\GarySEconornic Developmenffax abatement agreementRedRooflnn 071015renew comm.doc Page 8 of 13 be submitted to the Governmental Unit no later than ninety (90) days following the end of each such calendar year. The annual report shall be accompanied by an audit letter prepared by an independent accounting firm which has reviewed the report. `Buy Local' Provision. The Owner additionally agrees to give preference and priority to local manufacturers, suppliers, contractors and labor, except where not reasonably possible to do so without added expense, substantial inconvenience, or sacrifice in operating efficiency. In any such exception cases involving purchases over $10,000.00 a justification for such purchase shall be included in the annual report. The Owner farther acknowledges that it is a legal and moral obligation of persons receiving property tax abatements to favor local manufacturers, suppliers,- contractors and labor, all other factors being equal. For the purposes of this provision, the term `local" as used to describe manufacturers, suppliers, contractors and labor shall include firms, businesses, and persons who reside in or maintain an office in either Nueces County or San Patricio County. In the event of a breach of the buy local provision, the percentage of abatement shall be proportionately reduced - to the amount the disqualified contract bears to the total construction cosh for the project. X. ASSIGNMENT The Owner may assign this Agreement to any one or more corporation(s), 50% or more of the outstanding voting securities of which are owned, directly or indirectly, by one of the Owners, or any partnership(s) or limited partnership(s) in which an Owner, or a subsidiary of an owner, is a general partner. The Owner may assign this Agreement to any other new owner or lessee of the Facility with the prior written consent of the Governmental Unit, which consent shall not be unreasonably withheld. Any assignment shall provide that the assignee shall irrevocably and =conditionally assume all the duties and obligations of the assignor and become the Owner upon the same terms and conditions as set out in this Agreement. In the event more than one entity is Owner hereunder, the obligations of said entities shall be joint and several. Any assignment of this Agreement shall be to an entity that will provide substantially the same improvements to the Property, except to the extent such improvements have been completed. No assignment shall be approved if the Owner or any assignee is indebted to the Governmental Unit for ad valorem taxes or other obligations. XI. NOTICES Any notice required to be given under the provisions of this Agreement shall be in writing and shall be duly served when it shall have been deposited, with the proper postage prepaid thereon, and duly registered or certified, return receipt requested, with the United States Postal Service, addressed to the Governmental Unit or Owner at the following addresses. If mailed, any notice or communication shall be deemed to be received three days after the date of deposit in the United States Mail. Unless otherwise provided in this Agreement, all notices shall be delivered to.the following addresses: H:1LEG- DIR1SharedlGarySlEconomic Developmenffax abatement agreementRedRoofTnn 071015renew comm.doc Page 9 of 13 To the Governmental Unit: CITY OF CORPUS CHRISTI, TEXAS 1201 Leopard Street P. O. Box 9277 Corpus Christi, Texas 78459 Attu: City Manager To the Owner: Nueces Hotel Holdings, L.P. 3401 Allen Parkway, Suite 200 Houston, Texas 77019 Attn: David Hillman Either party may designate a different address by giving the other party ten days' written notice. This Agreement has been executed by the parties in multiple originals or counterparts, each having full force and effect. Executed this day of , 2007. GOVERNMENTAL UNIT: ATTEST: By: Armando Chapa, City Secretary APPROVED AS TO FORM: By: )1 Gary . Smith, Assistant City Attorney for Mary Kay Fischer, City Attorney OWNER: CITY OF CORPUS CHRISTI, TEXAS By: George Noe, City Manager Nueces Hotel Holdings, L.P. By: David Hillman Vice - President Nueces Park Associates, Inc. General Partner HALEG-DIR\Shared\GarySTconotnic Developmenffax abatement agreementRedRooflnn 071015renew comm.doc Page 10 of 13 SCHEDULE I "Buy Local' Annual Reports The following information shall be reported to the Governmental Unit on a calendar -year basis during the first four years of the tax abatement program: 1. Dollar amount spent for materials* (local). 2. Dollar amount spent for materials (total). 3. Dollar amount spent for labor ** (local). 4. Dollar amount spent for labor** (total ). 5. Number of jobs created in the construction project (local). 6. Number of jobs created in the construction project (total). 7. Number of jobs created on a permanent basis (local). 8. Number of jobs created an a permanent basis (total ). * `Materials' is defined to include all materials used in excavation, site improvement, demolition, concrete, structural steel, fire proofing, piping, electrical, instruments, paintings and scaffolding, insulation, temporary construction facilities, supplies, equipment rental in construction, small tools and consumables. This term does not include major stems of machinery and equipment not readily - available locally. ** `Labor' is defined to include all labor in connection with the excavation, site improvement, demolition, concrete construction, structural steel, dire proofing, equipment placement, piping, electrical, instruments, painting and scaffolding, insulation, construction services, craft benefits, payroll burdens, and related labor expenses. This term does not include engineering services in connection with the project design. The term "local' as used to describe manufacturers, suppliers, contractors and lobar shall include firms, businesses, and persons who reside in or maintain an office in either Nunes County or San Patricia County. HALEG-DIRMared‘GarySTconomic Developmenffax abatement agreementRedRootinn 011015renew comm.doc Page I I of 13 Exhibit A Corpus Christi Project Plan August 16, 2007 Nueces Hotel Holdings, L.P., is planning to construct a Red Roof Inn Hotel an a 1.7 acre parcel at the intersection ofI-37 and Nueces Bay Boulevard in the City of Corpus Christi. The proposed building is a 3 -story wood frame 41,000 square foot structure with a stucco exterior and composite shingle roof The drives and parking areas will be paved with concrete. Amenities include a swimming pool, meeting room, coffee lounge, laundry room, fitness center and lush landscaping, with at least 13 full -time employment positions. Public utilities will be extended to and through the site and seven fire hydrants will be installed on both Buffalo Street and the IH -37 frontage road. Total investment in the site is Estimated at $5,000,000 plus land costs. Permanent improvements $ 4,350,000 Estimated capital $ 4,350,000 11:LegDirigws/EcoDeviTaxAbateiRedRoofinnReneviComm Page 12 of 13 EXHIBIT `B' Lot 17B, Forest Park Addifion 2, a subdivision in the City of Corpus Christi, Nueees County, Texas, as shown by map or plat thereof recorded in the Map Records of Nueces County, Texas, and being known as 3030 Buffalo Street, Corpus Christi, Texas. H:1LEG- DIR1ShazedlGarySlEcanomic Developmerthrax abatement agreementRedRootlnn 071015renew comm.doc Page 13 of 13 Page 1 of 2 A RESOLUTION AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH NUECES HOTEL HOLDINGS, L.P. (RED ROOF INN) PROVIDING FOR TEMPORARY PROPERTY TAX ABATEMENT NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That an agreement with Nueces Hotel Holdings, L.P. (Red Roof Inn) providing for temporary property tax abatement attached hereto is approved. ATTEST: Armando Chapa City Secretary APPROVED AS TO FORM: October 17, 2007 r ?et L LOC Ga W. Smith Assistant City Attorney For the City Attorney CITY OF CORPUS CHRISTI Henry Garrett Mayor I-1 ALEG-DIR\Shared‘GaryS\agenda12007\10-23\Res-AuthAgmtTaxAbatement-Nueces ent- Nueces Hotel-RedRoollnn.doc Corpus Christi, Texas of , 2007 Page 2 of 2 The above resolution was passed by the following vote: Henry Garrett Melody Cooper Larry Elizondo, Sr. Mike Hummel' Bill Kelly Priscilla G. Leal John E. Marez Nelda Martinez Michael McCutchon H: ILEGDIFtlSharedl GarySlagenda12007110- 231Res- AuthAgmfTaxAba #ement- Nueces hotel-RedRoofinn.doc 10 cirri( COUNCIL AGENDA MEMORANDUM City Council Action Date: October X3.2007 AGENDA ITEM: Motion authorizing the execution of the Infrastructure Financing Agreement between the City of Corpus Christi (the City), Crosstown Commons, LLC (the Developer) and the Crosstown Commons Development Corporation (LGC) to allow the development of a lifestyle and power center to be known as "Crosstown Commons" (the Project ). ISSUE: The Developer and the City entered into a Preliminary Infrastructure Financing Agreement on July 27, 2007 setting forth the basis for negotiating the terms of financing of certain infrastructure improvements associated with the Project. REQUIRED CUUNCIL ACTION: Approval of the Final Financing Agreement. PREVIOUS COUNCIL ACTION: June 26, 2007 — Approval a Tax Incentive Policy for Large Retail/Mixed /use Development and Redevelopment; a Preliminary Infrastructure Financing Agreement and the Development Agreement for the development of a lifestyle and power center on a currently vacant 220 acre tract. CONCLUSION AND RECOMMENDATION: Staff recommends approval of the motion authorizing execution of the Infrastructure Financing Agreement. Oscar R. Martinez Assistant City Manager Attachments: Final Infrastructure Financing Agreement BACKGROUND INFORMATION BACKGROUND: On June 26, 2007 the City Council approved a Tax Incentive Policy for Large Retail/Mixed /use Development and Redevelopment; as well as a Preliminary Infrastructure Financing Agreement and a Development Agreement for the development of a lifestyle and power center to be known as the Crosstown Commons to be developed on a vacant, unproductive, approximately 220 acre site. The Preliminary Infrastructure Financing Agreement set forth the basis for negotiation of a final Infrastructure Financing Agreement for Council consideration. On October 16, 2p07 a presentation to Council set forth the basic changes from the Preliminary Infrastructure Financing Agreement originally approved on June 26, 2007. Subsequent to Council direction provided during the presentation on October 16, 2007 the proposed final Infrastructure Financing Agreement has been amended to include the following: I . The requirement that the Project include a lifestyle center has been made more apparent by insertion of this requirement in several places in the Agreement, including the definition of Completion and in the definition of Project in order to make it clear that regardless of the size of the Project, it will include a lifestyle center. Also, should the Developer fail to develop and construct a Lifestyle Center the Agreement shall terminate without obligation of the city and the LGC to provide reimbursement. 2. The Base Year amount of Property Taxes for 2007 has been inserted in the blank provided, which is $31,035.72, representing the total taxes generated by the property this year. 3. The 500,000 square foot minimum Completion Threshold has been deleted. As a result, the minimum Completion Threshold is now 750,000 square feet. 4. The definition of Retail has been modified to delete any reference to facilities used for lodging purposes. Office buildings and multi - family housing also do not fall within the definition of Retail and would not count as qualifying square feet for the purposes of receiving any incentive. 5. The definition of "local" for the purposes of the Local Contracting Requirement and the DBE Requirement has been modified from requiring an office in the Corpus Christi MSA for at least one year to requiring an office or a primary residence of the owner in the Corpus Christi MSA for at least two years. (The insertion of the primary residence was designed to include small business contractors who may not necessarily maintain an office but are long -term residents of the City.) 6. Anew Section 3.10 concerning monitoring by the City has been added in order to specify the monitoring activities to take place pursuant to the City's adopted Tax Incentive Policy. 7. Anew Section 4.03 concerning Reimbursements from Other Sources giving the City credit for any reimbursements it may receive from TxDOT or any other source in connection with the Off-Site Infrastructure. The same terms were included in the Preliminary Infrastructure Financing Agreement (which continues in effect except as modified by this final Infrastructure Financing Agreement), but this section has been added in order to make the City's options clear. 8. Several minor changes in the form of capitalized terms and clarified phrases have been inserted in order to put the last draft into final form. 9. The section relating to Operational Requirements has been clarified to specifically state that the project at completion may not include more than one anchor tenant as Relocation from any one multi- tenant facility within the City and breach of this requirement shall constitute default and the Developer shall forfeit the right to receive reimbursement for any infrastructure costs other than those designated as off -site infrastructure improvements. Additionally this section is further clarified to specify that an anchor tenant is defined as a site comprising at least 170,0(}0 square feet at the prior multi- tenant facility. Also, in response to Council requests at the October 16, 20Q7 Council Meeting, staff has requested the City's Bond Counsel to prepare a letter explaining the requirement that the City's and LGC's obligation to make any debt service payments on any LGC Bonds, shall survive the termination of the agreement is included due to certain disclosure requirements that could affect the LGC's ability to sell the bonds related to the Project. Also, a response to a request that interested Council members be allowed to examine the Developer's pro forma statement and a that the results of a survey conducted by staff of disclosed names of tenants released by developers during negotiation by other cities for construction of a lifestyle center will be provided to Council under a separate cover. Filially, copies of the Tax Incentive Policy for Large Retail/Mixed Use Development and Redevelopment; the City's 38Q Policy; the Preliminary Infrastructure Financing Agreement and the approved Development Agreement will also be provided to Council under a separate cover. Black -lined Copy Final 10/19/2007 INFRASTRUCTURE FINANCING AGREEMENT By and Among CITY OF CORPUS CHRISTI, TEXAS and CROSSTOWN COMMONS, LLC and CROSSTOWN COMMONS DEVELOPMENT CORPORATION INFRASTRUCTURE FINANCING AGREEMENT This Agreement ("A eement") is made and entered into as of October , 2007 (the "Effective Date "), by and among the City of Corpus Christi, Texas, a home-rule municipal corporation (the "City'), Crosstown Commons, LLC, a Texas limited liability company, ( "Developer " ), and Crosstown Commons Development Corporation, a local government corporation (the "LGC ") created pursuant to Chapter 431, Texas Transportation Code and Chapter 394, Texas Local Government Code. RECITALS WHEREAS, the Developer desires to develop a lifestyle and power center to be known as "Crosstown Commons," as more particularly described in the conceptual plan for the project attached hereto as Exhibit A (the "Project" as more particularly defined below), to be developed on a vacant, unproductive, approximately 220 -acre site in Corpus Christi, Texas; and WHEREAS, the Developer and the City entered into a Preliminary Infrastructure Financing Agreement dated as of July 27, 2007 ( "Preliminary Agreement ") setting forth the basis for negotiating the terms of the financing of certain infrastructure improvements associated with the Project; and WHEREAS, the Developer has determined that the accelerated construction of certain infrastructure ("Infrastructure," as defined herein) will enhance the Project; and WHEREAS, the City has established a program in accordance with Article III, Chapter 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 3$0 and the City's established economic development program, and, further, is in the best interests of the City and Developer; and WHEREAS, the City recognizes the positive economic impact that the Project will bring to the City through development and diversification of the economy, elimination of unemployment and underemployment through the production of new jabs, the attraction of new businesses, and the additional ad valorem and sales and use toot revenue generated by the Project for the City; and WHEREAS, the Developer will directly finance, design and construct the Project and the Infrastructure to serve the Project and then convey the Off-Site Infrastructure (as defined herein) to the City, as contemplated in this Agreement; and WHEREAS, in consideration of construction of the Infrastructure and the development of the Project, which in any evept shall include a lifestyle center, which will bring additional Sales I'm Revenues and Property Tax Revenues (as defined herein.) to the City, and additional jobs located at the Project, the City and the LGC agree to use such funds in order to provide the Reimbursement Amount (as defined herein) to the Developer either directly or by the LGC's issuing bonds secured by such funds in the amount described in Article IV of this Agreement; and WHEREAS, consistent with Article III, Section 52 -a of the Texas Constitution, Chapter 380 and other law, City, the Developer, and the LGC as contemplated in this Agreement agree to work together to cause the public purposes of developing and diversifying the economy of the state, eliminating 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 Developer has agreed to comply with certain conditions for receiving those benefits, including performance measures relating to job creation, Project operations, and the hiring of local and disadvantaged businesses for the construction of the Project; and WHEREAS, the City, the Developer, and the LGC desire to enter into this Agreement for their mutual benefit; NOW, THEREFORE: AGREEMENT For and in consideration of the foregoing recitals and of the mutual promises, obligations, covenants and benefits herein contained, City, the Developer, and the LGC contract and agree as follows: ARTICLE I GENERAL TERMS Section 1.01 Incorporation of Recitals. The recitals to this Agreement are hereby incorporated for all purposes. Section 1.02 Definitions and Terms. The terms "Agreement," "Chapter 3$0," "City," ec ce cc ee cc » ce » Developer," Effective Date," LGC, Preliminary Agreement, and Project shall have the above meanings, and the following terms have the following meanings: "Base Proeity Tax" shall mean 31 035.72, the amount of ad valorem taxes levied and collected by the City on the Property based on its use and valuation as ofJanuary 1, 2007. "Base Sales Tax" shall mean $.00. "C_ity_CommitmenY" is defined in Article TV. 2 "Completion" shall mean the date the Project, which shall in an event include a lifest le center as herein described, is opened and ftilly-leased or occupied at the time stated by the Developer in its request for designation of project completion when the Gross Floor Area of Retail space in an amount of at least one of the Completion Thresholds has been developed, and such space shall be deemed the "Project" for all purposes under this Agreement. The Project shall be considered fully- leased or occupied when the Developer certifies that at lent 90% of the Project is leased or occupied7; provided, however, in—ift the event that the Developer establishes a Completion date prior to reaching 90% occupancy but has reached at least b0% occupancy, the percentage that Relocation stores represent out of the total Grass Floor Area which actually is leased or occupied at such time shall be applied to any unleased or occupied space up to the 90% level. "C_ Ompletian Thresholds" shall mean thresholds at which all or a portion of the Project is Complete, and the corresponding eligible Reimbursement Amount as follows: e i i 4 � a A P dili t is e . i . $20,504,000 ($13,2I8,750 for Off -Site Infrastructure and the balance for On -Site Infrashuctvre as set forth in Exhibit B) for the development of at least 750,000 Gross Floor Area of Retail space; $27,000,000 ($13,218,750 for Off -Site Infrastructure and the balance for On -Site Infrastructure as set forth in Exhibit B) for the development of at least 1,000,000 Gross Floor Area of Retail space; $33,500,000 ($13,218,750 for Off -Site Infrastructure and the balance for On-Site Infrastructure as set forth in Exhibit B) for the development of at least 1,250,000 Gross Floor Area of Retail space; or $40,000,000 ($13,218,750 for Off -Site Infrastructure and the balance for On -Site Infrastructure as set forth in Exhibit B) for the development of at least 1,500,000 Gross Floor Area of Retail space. "Costs of Issuance" shall mean the items of expense payable or reimbursable directly or indirectly by the LGC and related to the authorization, sale and issuance of LGC Bonds or the authorization or incurrence of other obligations, which items of expense shall include without limiting the generality of the foregoing: travel expenses; printing costs; costs of reproducing documents; computer fees and expenses; filing and recording fees; initial fees and charges of the Trustee, paying agents, registrars, securities depository, and any authenticating agents; initial fees and charges of providers of credit agreements, investment agreements, investment liquidity facilities, reserve fund surety policies or other parties pursuant to remarketing, indexing or similar agreements; discounts; legal fees and charges; consulting fees and charges; auditing fees and expense; credit insurance; financial advisor's fees and charges; costs of credit ratings; insurance premiums; fees and charges for execution, transportation and safekeeping of LGC Bonds or other obligations; expenses and fees of the LGC and the City associated with the LGC Bonds or other obligations and initial fees of any arbitrage consultants; and other administrative 3 or other costs of issuing, carrying and repaying such LGC Bonds or other obligations and investing the proceeds thereof. "Debt Service" shall have the meaning set forth in any Indenture or similar security agreement relating to the issuance and delivery of LGC Bonds or other obligations. "Debt Service Fund" shall mean the Debt Service Fund established in the Indenture or similar security agreement relating to the issuance and delivery of LGC Bonds or other obligations. "Debt Service Reserve Fund" shall mean the Debt Service Reserve Fund, if any, established in the Indenture or similar security agreement relating to the issuance and delivery of LGC Bonds or other obligations. "Deve12pment Agreement' shall mean the development agreement entered into between the City and the Developer, dated June 2b, 2407. "Fiscal Year" shall mean the twelve consecutive month period designated by the City as its fiscal year. As of the date of this Agreement, the City's fiscal year commences on August 1 and ends on the next succeeding July 31. "Gross Floor Area" shall mean the sum, in square feet, of the gross horizontal areas of a building measured from the exterior faces of the exterior walls or from the centerline of walls separating two buildings, but not including: (1) Attic space providing headroom of less than seven feet; (2) Basement space not used for retailing; (3) Uncovered steps or fire escapes; (4) Accessory water towers or cooling towers; (5) Accessory off -street parking spaces; and (6) Accessary off - street loading berths. "Indenture" shall mean the Indenture of Trust and any supplemental indenture entered into between the LGC and the Trustee relating to the issuance and delivery of LGC Bonds and other obligations. "Infrastructure" shall mean the streets and roadways, drainage and detention associated with streets and roadways, Iandscaping and lighting, parking facilities, water, sewer, and storm sewers, and all other utilities and other infrastructure, as further described in Exhibit B attached hereto. The Infrastnicture consists of two components as further defined below, off -site, and on- site, as delineated in Exhibit B attached hereto. 4 "Letter of Acceptance" shall mean a certificate of the City certifying the completion of all or a portion of the Infrastructure constructed by or under the supervision of the Developer in accordance with the applicable plans and regulations. "LGC Bonds" shall mean any LGC contract revenue bonds, obligations or notes issued in accordance with state law and pursuant to this Agreement and secured by the Sales Tax Revenues or Property Tax Revenues, and any combination thereof, payable hereunder. "Off -Site Infrastructure" shall mean the Infrastructure constructed off the Property and dedicated to the City pursuant to this Agreement and the Development Agreement, as delineated in Exhibit B attached hereto, including hard and soft costs relating thereto. "On -Site Infrastructure" shall mean the Infrastructure constructed on the Property, as delineated in Exhibit B attached hereto, which shall be maintained by the Developer rather than the City. "Parties" or "Forty" shall mean the City, the LGC, and the Developer, the parties to this Agreement. "P_ oj rect" shall mean the improvements, vecifically including_a lifqtyle_ cgnter, _p described herein and as further described in the Development Agreement entered into between the City_arill Developer, dated June 26.2007 as constructed by the Developer upon Completion. "Property" shall mean the real property on which the Project will be built, as described in Exhibit C attached hereto. "Property Tax " shall mean 67% of the City ad valorem taxes generated from the Project and collected by the City in each Fiscal Year, above the Base Property Tax, during the term of this Agreement. "Reimbursement Amount" shall mean an amount based on the Property Tax Revenues and Sales Tax Revenues, but limited to the sum of 1) for the Off -Site Improvements, the actual costs incurred by the Developer, upon Completion, up to $13,218,75p; and 2) for the On -Site Infrastructure, the corresponding dollar amount listed for each Completion 'Threshold or the amount calculated as the Proportional Reimbursement Amount for a Proportional Completion Threshold. With respect to the Off -Site improvements, the City shall have the right to inspect the records of the Developer to verify that such costs have actually been incurred by the Developer. The Reimbursement Amount shall not include any: i} municipal ad valorem taxes generated by personal property included in the Project; ii) sales and use taxes received by the City for crime control and prevention or pursuant to Sections 4A or 4B of the Development Corporation Act; iii) hotel or motel taxes generated from the Project; and iv} utilities revenues and other fees collected by the City from the Project. "Reimbursement. Fund" shall mean the special fund created by the City as described its section 4.01 (A) of this Agreement. "Reserve Fund R uirement" shall have the meaning set forth ih the Indenture or similar security agreement relating to the issuance and delivery of LGC Bonds or other obligations. 5 "Relocations" shall mean: (A) Each and every retailer that has relocated from an existing location within the City to the Project, if i) it operated a Retail store in the corporate limits of the City within three years immediately preceding opening of its new Retail store in the Project; and ii) it closes that store within three years immediately following opening of its new Retail stare in the Project. In the event that the new store in the Project is larger than its closed store, the percentage of Gross Floor Area (as such term is defined in-industry-standards .herein) which represents the increase shall not be considered part of the Relocation but shall be treated as new store sales. In the event that the retailer's new store in the Project is smaller than its closed store, no adjustment shall be made. (B) In the event a retailer opens an additional store, but the original store closes within the three -year period, the retailer will not be considered a Relocation if the City Council of the City determines in its sole discretion that either: (i) the store closure was due to economic circumstances not related to the opening of the Project; (ii) if-the retailer opens a comparable store at another location elsewhere in the City; or (iii) the space vacated by the retailer is re- leased to a comparable retailer. In addition to the foregoing, a relocating retailer may not be allowed to establish a Retail outlet in the Project unless the retailer is required by contract to cooperate upon the request of its former landlord to release its former space. Notwithstanding the foregoing, a "small business retailer" may relocate to the Project and not be considered as a Relocation. A "small business retailer" is defined as a single retailer having 10 or fewer employees and not occupying a mulfi-tenant facility within the corporate limits of the City. (C) The calculation of Relocations shall commence upon the Project Completion at the applicable Completion Threshold. The City and the Developer agree to seek an agreement with the Texas Comptroller of Public Accounts concerning the categorization of Sales Tax Revenues for compliance with these provisions. Alternatively, the Developer will seek to obtain actual sales information from all stores which are Relocations, and the sales and use taxes from the actual sales shall be subtracted from the total Sales Tax Revenues. The Developer agrees to exercise reasonable efforts to obtain actual sales and use tax information from each store which is a Relocation, and to provide such information to the City promptly upon the Developer's receipt thereof. In the event that the parties are unable to obtain actual sales information for the Relocation stores, the amount of sales shall be determined on a proportionate basis utilizing the Gross Floor Area of the store (excluding any increase in size from the closed location) compared to the Gross Floor Area of Retail space in the entire Project as completed on the date of such calculation. "Retail" shall mean the use of a facility for the sale of goods to consumers, a facility for the provision of services to consumers, a facility for the sale and service of food or beverages to consumers, - ::.. _ _ . -� •, or a facility providing entertainment to consumers. "Sales Tax Revenues" shall mean 67% of the City one cent sales and use taxes generated from the Project and remitted to the City by the Comptroller of the State of Texas, above the Base Sales Tax, in each Fiscal Year during the term of this Agreement, and exclusive of any 6 sales and use taxes generated from Relocations. The City sales and use taxes generated by Relocations in the Project shall first be subtracted from the total City sales and use taxes so that the amount of City sales and use taxes to be applied toward the Reimbursement Amount will be applied only to the net new amount of City sales and use taxes generated by the Project. "State Comptroller" shall mean the Comptroller of Public Accounts for the State of Texas, or such other agency responsible for collecting sales and use taxes within the State of Texas and remitting them to the -City. "Trustee" shall mean the bank or other financial institution designated as such in the Indenture. Section 1.03 Sin lar and Plural. Words used herein in the singular, where the context so permits, also include the plural and vice versa. The definitions of words in the singular herein also apply to such words when used in the plural where the context so permits and vice versa. ARTICLE II REPRESENTATIONS Section 2.41 .Representations of the City. The City hereby represents to the Developer and the LGC that as the date hereof: {A} The City is a duly created and existing municipal corporation and home rule municipality of the State of Texas under the laws of the State of Texas and is duly qualified and authorized to carry on the governmental functions and operations as contemplated by this Agreement. {B} The City has the power, authority and legal right under the laws of the State of Texas and the City Charter to enter into and perform this Agreement and the execution, delivery and performance hereof (i) will not, to the best of its knowledge, violate any applicable judgment, order, law or regulation, and (ii) do not constitute a default under, or result in the creation of, any lien, charge, encumbrance or security interest upon any assets of the City under any agreement or instrument to which the City is a party or by which the City or its assets may be bound or affected. (C) This Agreement has been duly authorized, executed and delivered by the City and, constitutes a legal, valid and binding obligation of the City, enforceable in accordance with its terms except to the extent that {i} the enforceability of such instruments may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws of general application in effect from time to time relating to or affecting the enforcement of creditors' rights and (ii) certain equitable remedies including specific performance may be unavailable. (D) The execution, delivery and performance of this Agreement by the City do not require the consent or approval of any person which has not been obtained. Section 2.02 ftiresentations of the Develop. The Developer hereby represents to the City and the LGC that as of the date hereof: 7 (A) The Developer is duly authorized and existing and in good standing under the taws of the State of Texas, and is qualified to do business in the State of Texas. (B) The Developer has the power, authority and legal right to enter into and perform its obligations set forth in this Agreement, and the execution, delivery and performance hereof, (i) have been duly authorized, and will not, to the best of its knowledge, violate any judgment, order, law or regulation applicable to the Developer, and (ii) do not constitute a default under or result in the creation of, any lien, charge, encumbrance or security interest upon any assets of the Developer under any agreement or instrument to which the Developer is a party or by which the Developer or its assets maybe bound or affected. (C) The Developer will have sufficient capital to perform its obligations under this Agreement at the time it needs to have sufficient capital. (D) This Agreement has been duly authorized, executed and delivered and constitutes a legal, valid and binding obligation of the Developer, enforceable in accordance with its terms except to the extent that (i) the enforceability of such instruments maybe limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws of general application in effect from time to time relating to or affecting the enforcement of creditors' rights and {ii} certain equitable remedies including specific performance may be unavailable. Section 2.Q3 Representations of the LGC. The LGC hereby represents to the City and the Developer that as of the date hereof: (A) The LGC is duly authorized, created as a local government corporation, existing under the laws of the State, and is duly qualified and authorized to carry on the functions and operations as contemplated by this Agreement. (B) The LGC has the power, authority and legal right to enter into and perform this Agreement and the execution, delivery and performance hereof (i) will not, to the best of its knowledge, violate any applicable judgment, order, law or regulation, and {ii} does not constitute a default under, or result in the creation of, any lien, charge, encumbrance or security interest upon any assets of the LGC under any agreement or instniment to which the LGC is a party or by which the LGC or its assets may be bound or affected. (C) This Agreement has been duly authorized, executed and delivered by the LGC and, constitutes a legal, valid and binding obligation of the LGC, enforceable in accordance with its terms except to the extent that {i) the enforceability of such instruments may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws of general application in effect from time to time relating to or affecting the enforcement of creditors' rights and (ii) certain equitable remedies including specific performance maybe unavailable. (D) The execution, delivery and performance of this Agreement by the LGC do not require the consent or approval of any person which has not been obtained. 8 ARTICLE III DEVELOPER COMMITMENTS Section 3.01 Pro.ect. (A) Subject to acquiring the Property, obtaining financing for the construction of the Project, and the compliance of the City with the terms of this Agreement and the Development Agreement, the Developer agrees to develop and construct the Project as described herein to accomplish Completion of the Project within seven (7) years from the date of this Agreement. The Developer shall pay all engineering, planning, accounting, architectural, legal fees and expenses, survey, testing, laboratory costs, license fees, land clearing and grading costs, advertising and other bidding costs, amounts due under construction contracts, costs of labor and material, insurance premiums, and other costs and expenses incurred in connection with the construction of such infr-ftstnietwe-Tnfrastructure improvements, which costs as set forth in Exhibit B attached hereto are estimated to approximate $58,300,000. The City shall not be responsible for any of such costs out of its current revenues or other sources, except in accordance with the reimbursement to the Developer for the costs of the Infrastructure in the Reimbursement Amount as provided in this Agreement. (B) The Developer agrees not to construct more than 1,500,000 Gross Floor Area of Retail space during the period ending three years from the date of this Agreement. The Developer may deem the Project Gempiete-con at any of the Completion Thresholds and accept the Reimbursement Amount specified for such level of Completion Threshold, subject to the terms and conditions of this Agreement. The Developer agrees to assist the City, if so requested by the City, in the preparation of any documentation necessary for the preparation and approval of any of the documents or actions required by the City to perform any of the obligations under this Agreement. The Developer further shall prepare or cause to be prepared any preliminary architectural or engineering plans and financial data and }projections necessary to perform the obligations of the City under this Agreement. The Developer agrees to proceed in good faith towards the purchase of the Property and development of the Project ' -- • - _• • - -� -- - Upon Cqmpletioneempletieft of the projeet-rin...gg and during the term of this Agreement, the Developer shall maintain the property; . Propertv jimrovements and premises in a commercially reasonable manlier, comparable to the maintenance of similar retail establishments; and shall timely pay all takes assessed against the propertyProppily. Section 3.Q2 Job Creation. The Developer's receipt of the Reimbursement Amount is subject to the following commitment (the "Jabs ReQUirement "): the Developer agrees to construct the Project and assure that at least 500 new jobs will be created by Retail establishments located within the Project within six months of Completion of the Project, which jobs will be made available principally to local residents residing within the City. The Developer shall obtain certification from its tenants or occupants as to the number of new jabs created in compliance with this provision. As used herein, the term "jabs" shall mean full -time equivalent positions providing a regular work schedule of at least 35 hours per week. Upon the request of the City, the Developer shall submit documentation as reasonably necessary to evidence satisfaction that the develeperDevelowr has met the Jobs Requirement. 9 Section 3.03 Qxrational_Requirements. (A) The Developer's receipt of the Reimbursement Amount is subject to the following commitment (the " erati,Ia1 R firement"): the Developer agrees to maintain the Project as a Retail and mixed use development for the duration of the period during which the Reimbursement Amount is paid or there is outstanding debt service on any obligations LGC Bonds issued to pay the Reimbursement Amount; any default in such obligation shall result in the forfeiture of the right to receive reimbursement for any of the Reimbursement Amount other than those projects which are designated as Off -Site Infrastructure Improvementsimmovements, and any amounts in excess of said amount disbursed to the Developer shall be returned to the City. (B) In the event Relocations exceed 30% of the total Gross Floor Area of Retail space in the Project, such event shall be a default hereunder and the Developer shall forfeit the right to receive reimbursement for any of the Infrastructure Gestscosts other than those costs which are designated for Off -Site Infrastructure improvements, and any amounts in excess of said amount disbursed to the Developer shall be returned to the City. LC) Additionally, the Project at Completion may not include more than one anchor tenant as a Relocation from any one multi -tenant facility within the corporate limits of the City. Any breach of this covenant shall be a default hereunder and the Develo er shall forfeit the ri t to receive reimbursement for Hof the. Infrastructure costs other than those costs which are designated for Off -Site Infrastructure im rovements and an amounts in excess of said amount disbursed to the Developer_ shall, b_e returned to the City. . _. (For the purposes of this provision, an anchor tenant is defined as a store comprising at least 170,040 square feet at the prior multi- tenant facility.) Section 3.04 Utilization of Local ContrActoxs,pnd__Smoties. The Developer's receipt of the Reimbursement Amount is subject to the following commitment (the "Loc__aI_RNuirement " ): in consideration of the Reimbursement Amount for the On -Site Infrastructure portion of the Infrastructure, the Developer agrees to exercise reasonable efforts in utilizing local contractors and suppliers in the construction of the Project with a goal of at least 34% of the total dollar amount of all construction contracts and supply agreements being paid to local contractors and suppliers. A contractor or supplier shall be considered as local if it has maintained an office or the owner has maintained his or her_prigiary residence within the Corpus Christi MSA for at least efte-yeartvors. This goal shall apply to the total amount of all construction contracts and supply agreements made by the Developer in connection with the construction of the Project, not just the construction contracts and supply agreements made in connection with the Infrastructure. The Parties acknowledge that some construction and supply agreements will be controlled by particular tenants of the Developer and not under the control of the Developer. The Developer agrees to encourage such third parties to adopt a comparable goal of 30% of their construction costs, but the City acknowledges that Developer has no legal authority in connection with such third -party contracting. The Developer agrees, during the construction of the Project and for four years after Completion, to maintain written records documenting the efforts of the Developer to comply with the Local Requirement. 10 Section 3.05 Utilization of Disadvanta ed Business Ente rises. Small Business Initiatives. (A) The Developer's receipt of the Reimbursement Amount is subject to the following commitment {the "DB_E JIN.uiremen # " }: in consideration of the Reimbursement Amount for the On-Site Infrastructure portion of the Infrastructure, the Developer agrees to exercise reasonable efforts in utilizing contractors and suppliers in the construction of the Project that are determined to be disadvantaged business enterprises, including minority business enterprises, women -owned business enterprises and historically- underutilized business enterprises. In order to qualify as a business enterprise ender this provision, the firm must be certified by the City, the Regional Transportation Authority or another governmental entity in the jurisdiction of the home office of the business as complying with state or federal standards for qualification as such an enterprise. The Developer agrees to a goal of 25% of the total dollar amount of all construction contracts and supply agreements being paid to disadvantaged business enterprises, with a priority made for disadvantage business enterprises which are local. The following table shall establish the portion of a contract with a disadvantaged business enterprise which shall count towards the goal: Disadvantaged Business Enterprises in Corpus Christi MSA 100% Disadvantaged Business Enterprises elsewhere in Texas 84% Disadvantaged Business Enterprises outside Texas 64% A contractor or supplier shall be considered located in the Corpus Christi MSA if it has maintained an office or the owner has maintained his or her r within the Corpus Christi MSA for at least ene-yeaftwo _years. This goat shall apply to the total amount of all construction contracts and supply agreements made by the Developer in connection with the construction of the Project, not just the construction contracts and supply agreements made in connection with the Infrastructure. The parties acknowledge that some construction and supply agreements will be controlled by particular tenants of the Developer and not under the control of the Developer. The Developer agrees to encourage such third parties to adopt a comparable goal of 25 °/a of their construction costs, but the City acknowledges that Developer has no legal authority in connection with such third -party contracting. (B) The Developer agrees to enter into a Fair Share Agreement with the City pertaining to the achievement of the DBE Requirement. The City shall assist the Developer in recruiting a person or firm to provide independent verification and monitoring of Developer's activities in connection with the above goals. Such person or firm shall be responsible for reviewing the contract information for the contracts made by Developer, verifying the eligibility of the firms identified as meeting the requirements stated above, and providing quarterly reports to the City concerning the Developer's achievement of the goads in connection with construction of the Project. The person or firm may rely upon the determination made by the City or another governmental entity as to the qualification of a contractor or supplier as a disadvantaged business enterprise. The costs of such verification and monitoring during the construction period shall be subject to the approval of and paid by Developer. Such costs shall not be subject to reimbursement as administrative expense from the Reimbursement Amount. (C) The Developer agrees to provide financial and other support for small business initiatives of the City as provided by City policies. 11 (D) The Developer agrees, during the construction of the Project and for four years after Completion, to maintain written records documenting the efforts of the Developer to comply with the DBE Requirement. Section 3.06 Reimbursement Reduction. (A) If the Developer does not satisfy the Jobs Requirement, the Local Requirement, or the DBE Requirement, the City may reduce the Reimbursement Amount. The percentage of any Reimbursement Amount reduction shall not exceed the percentage by which the Developer does not satisfy the Jobs Requirement, the Local Requirement, or the DBE Requirement, with equal weight given to each requirement and to the degree of non - compliance with each requirement. The City agrees not to reduce the Reimbursement Amount, as long as the Developer has exercised reasonable efforts to comply with the Local Requirement and the DBE Requirement. The Developer shall be deemed to have exercised reasonable efforts to comply with the Local Requirement and the DBE Requirement as long as the Developer keeps and provides to the City records required to be maintained under sections 3.04 and 3.05 documenting its reasonable compliance attempts, even if the Developer does not actually meet the compliance goals. (B) If the Developer does not satisfy any other requirements under this Agreement in connection with its construction of the Project, the City may reduce the Reimbursement Amount based upon such default. Any reduction of the Reimbursement Amount based on the provisions in this seetieffSection 3.06 shall be applied to the total Reimbursement Amount; provided that in no event shall the Reimbursement Amount be reduced to an amount below the actual costs expended by the Developer for the Off -Site Infrastructure improvements. The City Commitment and the payments therefrom shall continue until the fatal reduced Reimbursement Amount is paid to the Developer. If the City has paid the Developer the entire Reimbursement Amount before the Reimbursement Amount is reduced, the Developer shall reimburse the City for the reduction in the Reimbursement Amount within thirty (30) days of being notified of the amount due to the City. Section 3.07 Infrastructure. (A) The Project will be developed by the Developer simultaneously with the Infrastructure. The Infrastructure shall be designed and constructed by the Developer. The City will reimburse the Developer for the Reimbursement Amount, subject to the conditions set forth herein, and the City's financial obligations with respect to the Infrastructure shall be limited in amount and scope as provided in Article IV hereof. (B) The Developer agrees to construct the Infrastructure simultaneously with the Project and, in accordance with the terms of the Development Agreement, obtain all necessary permits and approvals from the City and all other government officials and agencies having jurisdiction and provide supervision of all phases of construction of the Infrastructure. Subject to the teems of the Development Agreement, the Developer agrees to comply with all City master plans, zoning ordinances, building codes and other applicable City ordinances and regulations in connection with the Developer's construction of the Project. 1 2 (C) During and following completion of a component of the Off -Site Infrastructure, the Developer will have an inspection of the Off-Site Infrastructure done by the City in accordance with standard City inspection procedures, and upon approval thereof as being in compliance with applicable City standards thereto, the Off -Site Infrastructure will be conveyed to the City. Section 3.08 Acceptance of Infrastructure. {A} Promptly upon the completion of construction of any component of the Off -Site Infrastructure, the City shall furnish a Letter of Acceptance so certifying its acceptance. Each Letter of Acceptance shall be in a recordable form, and shall be a conclusive determination of satisfaction with respect to such Off -Site Infrastructure. Upon written request for a Letter of Acceptance, the City shall have 34 days after receipt thereof to provide a Letter of Acceptance or a written statement indicating in detail why the certificate cannot be issued, and what measures or acts will be necessary, in the reasonable opinion of the City citing applicable laws and ordinances to take or perform to obtain issuance of such Letter of Acceptance. if the City has not provided the Letter of Acceptance or such written statement within 30 days after receipt of the request, the Off -Site Infrastructure will be deemed accepted. The Developer will follow standard City procedures and requirements applicable to all developers within the City with regard to the acceptance of facilities by the City. The City shall have no obligation to issue such Letter of Acceptance and the presumption for acceptance of the Off -Site Infrastructure shall not apply until Developer delivers to the City an assignment of all warranties on the Off -Site Infrastructure and a complete and sealed set of "as build" plans for the Off -Site Infrastructure. {B} After the City issues its Letter of Acceptance and the Off -Site Infrastructure is conveyed to the City, Developer shall warranty the Off -Site Infrastructure for a period of one year, thereafter, the City covenants to maintain, or cause to be maintained, the Off -Site Infrastructure in goad condition and working order. After such conveyance to the City, the Developer shall never be obligated to maintain the Off -Site Infrastructure. Section 3.09 Easements ancMghts-of-waLRelatin p2,1_ Off -Site Infrastructure. The Developer agrees to provide all easements and rights -of -way reated to drainage and roadways for the Off-Site_linprovements required from the Property at no cost to the City. The City agrees to allow the use of its existing easements and rights -of -way related to drainage and roadways necessary to construct the Off -Site Infrastructure that are not part of the Property. In the event additional easements or rights -of -way are required for Off -Site Infrastructure, upon request of the Developer the eityc, agrees to acquire such easements or rights -of -way, and the Developer agrees to reimburse the City for all costs and expenses related to the obtaining of any such easements and rights -of -way related to drainage and roadways necessary to construct the Off- Site Infrastructure that are not a part of the Property, and such reimbursed costs and expenses shall be included as an eligible Off -Site Infrastructure cost. If a delay in the construction of the Off -Site Infrastructure or the Project occurs because the City is unable to obtain such necessary easements and right -of -ways, or the City does not timely grant all permits or approvals necessary, the number of days associated with such delays shall increase the time period for the Developer's compliance with any date of performance required by this Agreement by the same number of days. 13 Section 3.10 Monitoring_ the City, __Monitoring to__ determine thc, 12evelwer's coin liance with the terms of this A Li Bement for corn liance u poses will be done b the Cit no less than twies_ppLir ear during ,the period of construction, and on an annual basis after Completion. During the monitorin rocess the Cit will make maximum use of an State and Federal submissions for the determination of contract corn fiance. Monitofin accomplished by City personnel or other ersons desi cif cpnLipliance with the Fair Share Agreement specified in Section 3.05 dimm_cc__1_,pmliance with the Jobs Requirement, the Operational Re uirement the Local R- •uirement the DBE R uirement and r uirements concernin Dcjpgatc with the_Cjqr_L_Isuch monitorin rocess. Li ated b the Cit may be and shall include review Relocations. The Develo ARTICLE TV PROJECT FINANCING AND FUNDING Section 4.01 Prop ect Financing. er a Li i ees to reasonabl (A) The City hereby covenants and agrees upon the Effective Date of this Agreement to create a special fund (the "Reimbursement Fund ") for the benefit of the Developer for the purpose of paying the Reimbursement Amount. The City shall fund the Reimbursement Fund through the term of this Agreement from the following sources and in the following manner: i} with respect to the portion of the Reimbursement Amount calculated based on the Property Talc Revenues, the City shall annually fund the Reimbursement Fund from any revenues available to the City in its General Fund in an amount equal to the Property Tax Revenues; and ii) with respect to the portion of the Reimbursement Amount calculated based on the Sales Tax Revenues, the City shall monthly fund the Reimbursement Fund in an amount equal to the Sales Tax Revenues from the Sales Tait Revenues. Although a portion of the Reimbursement Amount is calculated based on the Property Tax Revenues, the City is under no obligation to fund the Reimbursement Fund from the Property Tax Revenues received by the City. The Reimbursement Fund shall always remain unencumbered by the City and segregated from all other funds of the City. Such funds are held in trust by the City for the Developer to be used in accordance with the terms hereof as long as Developer is in compliance with this Agreement. The City agrees that it will, with respect to the portion of the Reimbursement Amount derived from Sales Tax Revenues, make monthly cash payments, and, with respect to the portion of the Reimbursement Amount calculated on the basis of the Property Tax. Revenues, make annual cash payments by June 1 of each applicable year, from the Reimbursement Fund to the LGC on behalf of the Developer at any rime cash is available for such purpose under this Agreement until the Reimbursement Amount is paid in full as provided herein. (B) (1) Pursuant to its authority under various laws, including Chapter 380 and Section 431.470 of the Texas Transportation Code, the LGC shall use reasonable efforts consistent with then prevailing market conditions to issue LGC Bonds to generate funds to pay the Reimbursement Amount to the Developer (but limited in amount and scope to the City Commitment as provided herein), and pay Costs of Issuance associated with the LGC Bonds. Any LGC Bonds sold pursuant to this Agreement shall be sold as contract revenue bonds pursuant to Chapter 431 of the Texas Transportation Code and shall be secured by the payments to be made by the City from the Reimbursement Fund under this Agreement, but such payments 14 shall be limited in amount to the City Commitment and shall be payable by the City solely from the Reimbursement Fund. The LGC Bonds may be sold by negotiation, and issued in one of more series maturing not more than 25 years from the date of issuance. Any LGC Bonds issued as provided herein and secured by the City Commitment maybe callable, at the discretion of the LGC. The LGC Bonds will be issued upon the later of when l} the Project is substantially Complete, and 2} such LGC Bonds can be issued, in one or more series or traunches, on commercially reasonable terms including such reserve requirements, coverage requirements, credit enhancement features, interest rates and other features consistent with bonds issued by similar entities of like quality and credit worthiness, including, but not limited to, obligations issued by the North Padre Island Development Corporation secured by tax increment revenues to fund the costs related to the dredging of and construction of improvements related to Puckery Channel. The LGC Bonds shall be deemed to be able to be issued on commercially- reasonable terms if a financial advisor fired by the LGC or the City determines that such LGC Bonds can be underwritten, marketed and issued, factoring in the criteria stated in this paragraph, including, without limitation, projections of the Reimbursement Amount and any additional revenues available provided under this Agreement to support the payment of debt service on such LGC Bonds. (2) Alternatively, after Completion of the Project and in the event that market or other conditions limit the ability of the LGC to issue the LGC Bands as provided above, the Developer may elect to have the LGC Bands issued by the LGC and purchased by the Developer or a third party an similar terms and conditions as contemplated above. Such LGC Bonds may be in the form of bond anticipation notes or other interim instruments providing for possible reissuance or issuance of new LGC Bonds to third parties at such time as market or other conditions allow. (C) {1} In the event that the LGC does not issue LGC Bonds, the LGC agrees that it will either {i) make cash payments to the Developer for the Reimbursement Amount, but such cash payments shall be limited in amount to the City Commitment (and such cash payments shall be made by the City or the LGC (or the Trustee at the written direction of the City and the LGC) at any time when cash is available for such purpose under this Agreement) or {ii} assign the City's rights to the City Commitment to a third party in order for that third party to issue a loan, note or other obligation to make such payments to the Developer for the Reimbursement Amount (but limited in amount to the City Commitment as provided herein ). (2) Should the LGC not issue LGC Bonds, and make cash payments, such cash payments shall be limited in amount to the City Commitment, to the Developer for the Reimbursement Amount as described in paragraph (1) above, the Developer agrees to use the cash payments, or cause the cash payments to be used, solely for the purpose of i) with respect to the Off -Site Infrastructure, reimbursing costs of the Off-Site Infrastructure in accordance with the terms of this Agreement and the Development Agreement, and xi} with respect to the On -Site Infrastructure, for costs relating to the Project. In connection with payments made to defray the costs of Off -Site Infrastructure construction, the Developer shall provide to the City and the LGC documentation as to the actual costs of such Off-Site Infrastructure incurred and paid by the Developer, and the payments for such costs shall not exceed the actual costs incurred. In connection with the remainder of the payments, if any, representing payments for On -Site Infrastructure expenses, the consideration for such payments shall be the Developer's construction and completion of the Project in accordance with the terms of this Agreement and 15 the Development Agreement. Failure of the Developer to observe the foregoing covenants shall constitute a default hereunder. (D) IT IS INTENDED BY THE PARTIES HERETO, THAT THE LGC BONDS WILL BE SPECIAL, LIMITED OBLIGATIONS OF THE LGC PAYABLE SOLELY AS PROVIDED HEREIN. NEITHER THE STATE, THE CITY, NOR ANY POLITICAL CORPORATION, SUBDIVISION, OR AGENCY OF THE STATE SHALL BE OBLIGATED TO PAY THE BONDS OR OBLIGATIQNS OR THE INTEREST THEREON AND THAT NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE, THE CITY OR ANY OTHER POLITICAL CORPORATION, SUBDIVISION, OR AGENCY THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR THE INTEREST ON SUCH BONDS OR OBLIGATIONS. (E) If any of the LGC Bonds are issued as tax exempt obligations, the City hereby covenants to the LGC that it will not take any action or fail to take any action that would adversely affect the exclusion from gross income of interest on such LGC Bonds. (F) The City agrees that it will not cause the LGC to be dissolved or otherwise cease to exist as a corporate entity so long as any LGC Bonds or other obligations remain outstanding (i) if in the opinion of the financial advisor to the LGC or the City the credit rating on the outstanding LGC Bonds or other obligations would be towered as a result of such dissolution or (ii) without the written approval of any municipal bond insurer on any outstanding LGC Bonds or other obligations under this Agreement. Section 4.02 Cit Commitment. (A) Pursuant to its authority under Chapter 380, the City hereby agrees to pay the Reimbursement Amount to the LGC for the benefit of the Developer. It is intended by the parties that the Reimbursement Amount will be paid by the City solely out of the Reimbursement Fund and used by the LGC to make payments to the Developer or service the LGC Bonds as provided in this Agreement, and the LGC is authorized to pledge the funds comprising the Reimbursement Amount to its debt issued for such purpose (the "ay Commitment'). The maximum amount of the City Commitment is set forth in Section 4.02 (B). The City Commitxnent will commence upon Completion and will continue through and until the Reimbursement Amount has been paid and all LGC Bonds issued pursuant to this Agreement have been retired. The City agrees that it will pay the Reimbursement Amount during the term of this Agreement, as an unconditional obligation of the City (but solely from the Reimbursement Fund), if the Project is Completed and generates the Reimbursement Amount. Such payments are not subject to any reduction, whether offset or otherwise, except pursuant to Sections 3.03 and 3.06 hereof, and are not conditional upon performance or default by the LGC under this Agreement or any other agreement or other obligation of the LGC. (B) The Parties agree that the maximum City Commitment shall be an amount sufficient to pay the principal and interest on, and the Issuance Costs of, and the Reserve Fund Requirement, if any, for the LGC Bonds in an amount yielding net proceeds equal to the Reimbursement Amount, and such obligation on behalf of the City will be limited solely to the funds deposited into the Reimbursement Fund pursuant to this Agreement. Upon such time as I 6 the City has contributed the maximum City Commitment in full, the City shall have no further obligation under this Agreement. {C} So long as LGC Bonds and other obligations issued or incurred hereunder by the LGC remain outstanding and unpaid, the City shall remit to the Trustee at the place where such LGC Bonds and other obligations are payable, or upon the request of the LGC, to the payee of LGC Bonds and other obligations, the respective sums necessary to pay, or accrue amounts necessary to pay, the Debt Service on the LGC Bonds and other obligations, at the respective times and in the respective amounts as fixed and prescribed in the Indenture under authority of which said LGC Bands and other obligations are issued by the LGC. Promptly after the LGC Bonds (and other obligations) are issued, the LGC shall furnish (or cause the Trustee to furnish) the City a schedule of payments to be made by the City for the Debt Service on the LGC Bonds and any additional bands and other obligations. (D) To the extent that proceeds from the LGC Bonds do not fund the Reserve Fund Requirement, a portion of the City Commitment may be used by the Trustee as necessary to establish, restore, and maintain an amount equal to the Reserve Fund Requirement in the Debt Service Reserve Fund created in the Indenture and any supplemental indenture authorizing the issuance of LGC Bonds and other obligations, at such times and in such amounts as provided in the Indenture authorizing the LGC Bonds and other obligations. (E) The City shall determine the amount of the Sales Tax Revenues received each month by the City from the State Comptroller in cooperation with the Developer and the State Comptroller. The City and Developer agree to cooperate in any way necessary to receive information from the Comptroller necessary to determine the Sales Tax Revenue, including the filing or submittal of any forms or letters necessary to determine the incidence of local sales and use taxes. The City hereby agrees to deposit the Sales Tax Revenues portion of the City Commitment into the Reimbursement Fund, and hereby pledges such fund to the payment of the City Commitment as provided herein. The City Commitment shall be remitted to the LGC on or before the 15th day of each calendar month. The City designates this Agreement as a Revenue Sharing Agreement, thereby entitling the City to request sales tax information from the Comptroller, pursuant to section 321.3022, Texas Tax Code, as amended. Unless determined otherwise by the Texas Attorney General in writing, any information received relating to the City Sales Tax Revenue shall be considered confidential proprietary financial information not subject to immediate release to the public. The City shall seek a written opinion from the Texas Attorney General, raising any applicable exception to release, prior to any release to a third -party under the Texas Public Information Act. (F) The City shall determine the amount of the Property Tax Revenues received annually by the City in cooperation with the Developer. The City hereby agrees to deposit from available finds in the City's General Fund an amount equal to the Property Tax Revenues into the Reimbursement Fund in accordance with Section 4.01 (A) of this Agreement, and hereby pledges such fund to the payment of the City Commitment as provided herein. The City Commitment shall be remitted to the LGC on or before June 1 of each year. (G) The City shall maintain complete books and records showing deposits to and disbursements from the Reimbursement Fund, which boobs and records shall be deemed 17 complete if kept in accordance with generally accepted accounting principles as applied to Texas municipalities. Such books and records shall be available for examination by the duly authorized officers or agents of the Developer or the LGC during normal business hours upon request made not less than five business days prior to the date of such examination. The City shall maintain such books and records throughout the term of this Agreement and store the same for four years thereafter. Section 4.03 Reimbursement From Other Sources. In the event that the Cit arran_es for reimbursement of ftn_t_of the Develo er's Off-Site Infrastructure costs listed on Exhibit B from other sources, such as TxDOT or Applicable trusl funds established forilkel_purpos&_ally such reimbursements shall be credited_against Oleil Reimbursement and the sharing ratio for Primr,ty Tax Revenues and Sales Tax Revenues shall be ro ortionate reduced so that for the duration of this Agreement the same cover4gk_ratios apply to the _reduced amount as applie*tp the ori ginal amount of the City Reimbursement. ARTICLE V ADDITIONAL DUTIES AND RESPONSIBILITIES Section 5.01 Creation of Other Special Districts. Notwithstanding any provision herein or in the Preliminary Agreement to the contrary, no befielLGC Bonds or other obligations shall be issued that will be repayable by or through the City Commitment until there is created a special district or other credit enhancement in order to provide additional revenues or payment guarantee to support the Debt Service on such betideLGC Bonds or other obligations. The Developer agrees to the creation of a public improvement district ( "PID ") pursuant to Chapter 372 of Texas Local Government Code or other similar assessment mechanism (i.e., municipal management district) or other credit enhancement in order to provide additional revenues or payment guarantees to support the payment for the Inftastructure Casts or other allowable costs, including, to the extent permitted by law, Debt Service on any LGC Bonds or other obligations issued as provided above, to the extent necessary to make any of the ebligetiefrasame marketable as provided in Section 4.01(B) above. The creation, method of assessment and administration of the ND or other mechanism shall be as proposed by the Developer, subject to approval by the City. Section 5.02 Prelimin A eement. The Preliminary Agreement remains in full force and effect to the extent this Agreement or the Development Agreement does not set forth final terms for each term agreed to in the Preliminary Agreement. In the event and to the extent any term of this Agreement is found to be void, voidable or unenforceable by a change in law relating to the authority of the City or the LGC to enter into this Agreement and perform the City Commitment or by any interpretation, tilling, order, decree, decision or opinion by a court of competent jurisdiction or the Attorney General of the State of Texas, or by bond counsel or underwriter's counsel with respect to the LGC Bonds, with the result that the City Commitment is impaired or reduced to any way or amount, the City shall comply with the terms of the Preliminary Agreement to the extent necessary to effectuate an alternative agreement that allows for the City Commitment to be paid to the Developer on terms similar to this Agreement, including the creation of a tax increment reinvestment zone. To the extent the provisions of this 18 Agreement conflict with the provisions of the Preliminary Agreement or the Development Agreement, the provisions of this Agreement shall control. Section 5.03 Amendment pf Agreement. Upon the request of the Developer, the City agrees to amend this Agreement to provide for any reasonable changes necessary to issue the LGC Bonds, or otherwise carry forth the intent of this Agreement. Section 5.04 Infrastructure of Other Entities. The City will cooperate with the Developer and encourage other public entities to take actions consistent with the development requirements of the Infrastructure including the Developer's receipt of permits from all government and quasi - governmental agencies for the construction of roads required for the Project. Developer acknowledges that the City will not request or encourage other public entities to take actions inconsistent with their adopted rules, policies or procedures. ARTICLE VI TERM_OF THE AGREEMENT AND OTHER OBLIGATIONS Section 6.01 Tenn and Termination. This Agreement shall have a term (the "Term ") beginning on the Effective Date hereof and continuing for a period until the earlier to occur of: (a) twenty -five (25) years from the date of Completion, or (b) until any LGC Bonds issued pursuant to this Agreement are retired and all payments and obligations to the Developer hereunder have been performed (limited in amount and scope to the maximum City Commitment as set forth herein). This Agreement may be amended, supplemented, and extended by mutual agreement of the parties, but not in such manner as to impair the rights of the Owners (as defined in the Indenture) of LGC Bonds and other obligations issued hereunder by the LGC and secured by a pledge of the payments to be made by the City hereunder. The City agrees that it will not terminate this Agreement during its Term for any reason so long as any LGC Bonds or other obligations remain outstanding, except as otherwise provided in this Agreement. Section 6.02 Cometion; B Other Obliations. Subject to approval of the City Council and the LGC Baard of Directors, the City and the GC (i) agree that the LGC shall issue additional LGC contract revenue bonds payable solely as provided hereunder and other obligations as may be necessary to pay the maximum City Commitment that cannot be funded with a first series of LGC Bonds and (ii) agree to enter into such additional supplements to this Agreement as shall from time to time be needed to provide for the payment of principal, interest and redemption price on such additional LGC Bonds and other obligations, or refunding bonds and other obligations and to establish and maintain the Debt Service Reserve Fund. ARTICLE VII DEFAULT Section 7.O1 Default. (A) If the City or the LGC does not perform its obligations hereunder in substantial compliance with this Agreement (other than the financial obligations, which shall be in strict compliance) and, if such default remains uncured for a period of 60 days after notice thereof I 9 shall have been given, in addition to the other rights under the law or given the Developer under this Agreement, the Developer may enforce specific performance of this Agreement, seek a writ of mandamus to perform obligations under this Agreement, or seek actual damages incurred by the Developer for any such default. {B} If the Developer 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 to the City and the LGC under this Agreement, if the Developer has constructed or is constructing the Project, the City and the LGC may, with respect only to construction of the Off -Site Infrastructure, select specific performance for construction of the Infrastructure, or, for any other default, terminate this Agreement and any of the obligations associated herein and the City and the LGC may seek actual damages incurred by the City and the LGC for any such default, including all costs to construct the Off-Site Infrastructure if the Developer has constructed or as constructing the Project. Notwithstanding the foregoing, if the Developer has constructed, and the City has accepted, the Off -Site Infrastructure, the Developer nevertheless shall be entitled to receive the Reimbursement Amount attributable to the actual costs incurred for such Off -Site Infrastructure, subject to the funding and limitations provided in this Agreement. Further, the City's and the LGC's obligations to make any debt service payments on any LGC Bonds, shall survive termination of this Agreement. (C) Notwithstanding anything in this Agreement which is or may appear to be to the contrary, if the performance of any covenant or obligation to be performed hereunder by either Party is delayed as a result of circumstances which are beyond the reasonable control of such Party (which circumstances may include, without limitation, pending or threatened litigation, acts of God, war, acts of civil disobedience, fire or other casualty, shortage of materials, adverse weather conditions {such as, by way of illustration and not limitation, severe rain storms or below freezing temperatures, hurricane or tornados} labor action, strikes or similar acts) the time for such performance shall be extended by the amount of time of such delay. The Party claiming delay of performance as a result of any of the foregoing "force majeure" events shall deliver written notice of the commencement of any such delay resulting from such force majeure event not later than seven days after the claiming Party becomes aware of the same, and if the claiming Party fails to so notify the other Party of the occurrence of a force majeure event causing such delay, the claiming Party shall not be entitled to avail itself of the provisions for the extension of performance contained in this Section. D Should Develo er fail to develo and construct a lifest le center as described in the Develo ment A a Bement entered into between the Cit and Develo . er dated June 26 20071 this A eement shall terminate without obli anon of Cit and LGC to rovide reimbursement to Developer. ARTICLE VIII GENERAL Section 8.01 Severability. If any provision of this Agreement is held to be invalid or unenforceable by any court of competent jurisdiction for any reason, such provision shall be 20 fuily severable, and the remainder of this Agreement shall remain in full force and effect. This Agreement shall be construed and enforced as if such invalid or unenforceable provision had never comprised a part of this Agreement. Section 8.02 indemnitfration. The Developer agrees to indemnify, defend and hold the City, the LGC, and their respective council members, board members, officers, employees and agents, harmless from any actions, suits, liens, claims, damages, expenses, losses and liabilities (including reasonable attorneys' fees and expenses) arising from or in connection with its proceedings pursuant to this Agreement, which indemnity shall survive any termination of this Agreement Section 8.03 Notice. Any notice or other communication required or permitted to be given pursuant to this Agreement shall be given to the other Party at the following address: If to the Developer: wi a copy to: wi a copy to: If to the City: w/ a copy to: If to the LGC: Crosstown Commons LLC 8645 West Franklin Road Boise, Idaho 83709 ATTN: Legal Department CBL &Associates Limited Partnership 2030 Hamilton Place Blvd, Ste. 500 Chattanooga, Tennessee 37421 -6000 ATTN: General Counsel John D. Bell Wood, Boykin &Wolter, P.C. 615 N. Upper Broadway, Suite 1100 Corpus Christi, Texas 78477 City of Corpus Christi 12Q1 Leopard Street (78401) P. O. Box 9277 Corpus Christi, Texas 78469 ATTN: City Manager City of Corpus Christi 1201 Leopard Street (78401) P. O. Box 9277 Corpus Christi, Texas 7$469 ATTN: City Attorney Crosstown Commons Development Corporation 12Q1 Leopard Street (78401) P. O. Box 9277 Corpus Christi, Texas 78469 ATTN: City Attorney 21 Any such notice or communication shall be deemed given on the date so delivered or so deposited in the mail, unless otherwise provided herein. Either Party may change the above address by sending written notice of such change to the other Party in the manlier provided above. With the consent of the receiving Party, notice maybe given by facsimile transmission or electronic mail. Section 8.04 Amendments and Waivers. Any provision of this Agreement may be amended or waived if such amendment or waiver is in writing and is signed by the City and the Developer. Section 8.05 Successors and Assigns. Except as provided in Article IV, no party shall have the right to assign its rights under this Agreement or any interest herein, without the prior written consent of the other Party except the Developer may assign its rights and responsibilities hereunder to any related, affiliated or subsidiary entity to which substantially all of its assets, liabilities and its rights to proceed with development of the Project are transferred. Such written consent shalt not be unreasonably withheld and if such consent is not received by the Party seeking consent within ten (10) days of their request for consent, the assignment will be deemed approved. Notwithstanding the foregoing, the City hereby consents to Developer's assignment to a }ending institution of all of the Developer's rights hereunder as security for repayment acme or more loans to finance the construction or ownership of the Project or construction of the Infrastructure. The Developer shall give written notice of its assignment of its rights hereunder to the other Parties within five business days of the occurrence of such assignment. The foregoing notwithstanding, any assignment of the Developer's rights under this Agreement shall not release the Developer from its obligations under Section 4.01(C) hereof. Section 8.06 Exhibits. Titles of Articles, Sections and Subsections. The exhibits attached to this Agreement are incorporated herein and shall be considered a part of this Agreement for the purposes stated herein, except that in the event of any conflict between any of the provisions of such exhibits and the provisions of this Agreement, the provisions of this Agreement shall prevail. All titles or headings are only for the convenience of the Parties and shall not be construed to have any effect or meaning as to the agreement between the Parties hereto. Any reference herein to a Section or Subsection shall be considered a reference to such Section or Subsection of this Agreement unless otherwise stated. Any reference herein to an exhibit shall be considered a reference to the applicable exhibit attached hereto unless otherwise stated. Section 8.07 Construction. This Agreement is a contract made under and shall be construed in accordance with and governed by the laws of the United States of America and the State of Texas, excluding conflicts of laws, as such laws are now in effect. Venue for any action arising under this Agreement shall lie in the state district courts of Nueces County, Texas. Section 8.08 Entire A�xeement. This written Agreement represents the final agreement between the Parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the Patties. There are no unwritten oral agreements between the Parties. 22 Section 8.09 A royal b the Parties. Whenever this Agreement requires or permits approval or consent to be hereafter given by either Party, the Parties agree that such approval or consent shall not be unreasonably withheld or delayed. Section 8.10 Additional Actions. The Parties agree to take such actions, including the execution and delivery of such documents, instruments, petitions and certifications as may be necessary or appropriate, from time to time, to carry out the terms, provisions and intent of this Agreement and to aid and assist each other in carrying out said terms, provisions and intent. [EXECUTION PAGES FOLLOW] 23 IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be duly executed as of the day of , 2007. CROSSTOWN COMMONS, LLC, CITY OF CORPUS CHRISTI, TEXAS A Texas limited liability company A Home -rule municipal corporation By: By: Jeffeiy L. Hess, President George Noe, City Manager CROSSTOWN COMMONS DEVELOPMENT CORPORATION a Texas local government corporation By: Name: Title: -....i.i HALEG-DIR\garyws\garywsTievelopment Services\Crosstown CommonAinfrastmeture FinancineFIFA-9 compered 07-275-11 -15.DOC sexal'nsuyo sndioo y INNX3 - SUOWW00 UMMSOJO a. g- g @ K a' CD 5. g W r. iq + 6 so N E. a I 111 1 a 2 8 ■Pi CO M c oT R 3 g a g. ald 8 5 5 011 a p m =-- x E g - .: Fi i § ..< , gi I-4. i o E, q S 5 I a g. -. . o Fr: < fu, a: = E. a. st '1 a a 5 5 ITI 8. . E.- , _ a CL Road 8* 6 E .g a CD T....- R. w 3 1 5-1 .... ' (T; § 1 i 8 g 2 .a . . ... — g i 3 . or O .1. 5 13 al 9 0 ai CD R g _, er = -a m 3 , .. •--. .__._...L .. - EXHIBIT A Project Conceptual Plan Greenwood Drive _, - __ .L.. .......... .. ... .. L. 1 ~ 1 r 1 1 1 L ... .. J L ■� L11• I I .. .. .. 1.... r• 11•.. 1 1. .L ... .. I 1r1+ 7 1 ■ - ii ■ - ■ , 1;, -f - f 1 ■ 1 . ri......,..... i ti I\ ' \ , i \ ''- - - .....- -- r... •i ■ ... ....... - F z + ., , ,dir , iff &, F x RIA11110110040 , DithilitlithfORMII .. f 1 � 1 r r T � 1; a z ■ a i J J - .. I T L 71,. rear miiLu do Fqua. i.0 I , - - -- _ T T Trr - _■ ■ f llil R WIR1611011116 0114INteill!P INIIIHININARNIII10 RIIIRIERNIIIH :1 .: _ __ 14 1 i�T -- - _;_-• � ,. T -i - - - - - Lim- ■f` =T 1 _i 17 -. ...1 :1---,-- - - - - _ - - - - - - - - - , --- - -_- I= :117 : - .- -...�... EXHIBIT B INFRASTRUCTURE EXHIBIT B Crosstown Commons Infrastructure Project Costs Off-Site Infrastructure improvements Silverberry Eritta.nce:Road Improvements 176,25Q Roily Road Widening. 6,682,25U Coastal'Crosstown Drive Improvements 3,1A9,000 SPED Frontage Road Turn Lane improvements 7'!7,300 Right Turn Lane at greenwood 88,125 Rearipirtg.Crosstown Expressway Frontage Road 29;3'75 Ttaffic Signal at Hoify:RdiVictor Lars Ortega St 293,750 TraftiO.S061 at Holly Rd/Martin St 293,750 Traffic Signal of Onsi.rivio.oci Rd.11-lala Pit Rd 393,750 Traffic.Signal Interconnect 293;750 Site Perirritttet Water Main Extensions 458,25Q Storm Sewer Culvert E.OenOpri 1,363,000 Righttifiwaiyasement Acquisition p $t3,278,750 0rt4ite folpjor.OtoRdway.frifrastructure Improvements Roadway Base and Paving 5,576,981 Storm Drainage Q,223,533 Detention Constuction Allavvance 1;028,260 $10,021,174 On-Site Additional Infrastnicture improvements PUbli0 Water. Lines in Foterrientt up tti.MOter 3,39x;064 PuOlipSa.nitaty Lirle jn Ea„..m.Trerds.up to Tap Point 2,968,506 Addtional Storm Drainage: 7,621,718 Public Packing Facilities: 10;586,414 Street Lighting 816;615 landscaping 3;754,125 Pedestrian Hardscape- lifestyle 1,936;23Q Primary Electric Service 2;173,75Q FowitairtetWateg.kpk.irg-lifejsMe.1,175.,00p StreetMedian Ltindscaping 411;254 534,233,880 Total $68,281,204 " • Notes Only a maximum 540,000,0001s payable to the Developer. EXHYBIT C Property Description Being 227.09 acres of land, more or Tess, out of Lots 3 -6, Section A, Bohemian Colony Lands, Volume A, Page 48, Map Records of Nueces County, Texas; and a 3.00 acre tract of land out of Lot 2, Section 4, Bohemian Colony Lands, Volume A, Page 48, Map Records of Nueces County, Texas; and a replat of Lot 1, Block 9, Lexington Center, Volume 36, Page 42, Map Records of Nueces County, Texas; and a replat of Tracts A -E, Holly Road industrial Tract, Volume 28, Page 40, Map Records of Nueces County, Texas; and a replat of Lot 1, Block 2, Holly Industrial Tract, Volume 61, Page 182, Map Records of Nueces County, Texas 11 AGENDA MEMORANDUM AGENDA ITEM: October 23, 2007 A Resolution approving formation of the Crosstown Commons Development Corporation and approving its articles of incorporation and bylaws. ISSUE: City Council has approved a Development Agreement and a Preliminary infrastructure Financing Agreement and, contemporaneous with this Resolution, may approve the Infrastructure Financing Agreement related to the proposed Crosstown Commons development. The proposed financing structure includes the use of a local government corporation to either issue bonds to fund the reimbursement to the Developer or to otherwise make payment of the amount to be reimbursed to the Developer. From the outset, it has been stated that the bonds to fund the project would be payable solely from a portion of the revenues generated by the proposed development and not from other city revenues and that the transaction would be designed to completely insulate general city revenues from liability for the reimbursement, including any bonds that may be issued. Chapter 431 of the Transportation Code allows the creation of a local government corporation to aid or act on behalf of a local government. A similar corporation was established to assist with the TIF created related to Packery Channel, where bonds have been issued by the North Padre Island Development Corporation to finance project casts. Bond counsel and staff recommend creation of a local government corporation, the "Crosstown Commons Development Corporation," as a vehicle to aid and act for the City in reimbursing the Developer under the proposed Infrastructure Financing Agreement. This will assure the maximum insulation of the City from liability for any bonds issued and any potentially adverse consequences related thereto. The corporation is proposed to have nine directors, serving at the pleasure of the Council. Initial directors will serve until July 31, 2008; thereafter, terms are two years. It is proposed that City Council members be designated as the initial directors. REQUIRED COUNCIL ACTION: Adoption of the proposed resolution approving formation of the Crosstown Commons Development Corporation and approving its articles of incorporation and bylaws. RECOMMENDATION: Staff recommends approval of the proposed resolution. Mary ='y Fisch, City Attorney CADOCUME-11.1eannie\LOCALS-1\Temp‘AgeMem CrosstownCommons LGC.doc APPLICATION FOR AUTHORIZATION AND APPROVAL OF THE FORMATION OF CROSSTOWN COMMONS DEVELOPMENT CORPORATION STATE OF TEXAS COUNTY OF NUECES CITY OF CORPUS CHRISTI f PURSUANT TO the provisions of Subchapter D, Chapter 431, Texas Transportation Code (the "Act "), the undersigned individuals (the "Incorporators"), each being a citizen of the State of Texas, of the age of 18 years or more, and a resident of the City of Corpus Christi, Texas (the "City "), hereby make application to the City Council of the City for the authorization and approval of the incorporation of a nonprofit local government corporation to be called "Crosstown Commons Development Corporation" (the "Corporation "), which Corporation shall have the authority to carry out the public purposes for which it is incorporated, to exercise the powers with which it is invested by the Act, its Articles of Incorporation and the City, acting through its City Council, including the power to issue bonds, notes or other obligations to accomplish such public purposes and powers, as a public instnimentality and nonprofit corporation to exist and act on behalf of, and for the benefit of, the general public, the City and the State of Texas. PURSUANT TO the provisions of the Act, the undersigned Incorporators attach hereto and present herewith to the City Council of the City for approval, proposed Articles of Incorporation and Bylaws, pursuant to which it is proposed that the Corporation be formed and governed by. PURSUANT TO the provisions of the Act, and this application, the undersigned Incorporators hereby request that the City Council of the City adopt appropriate resolutions authorizing and approving the formation of the Corporation, the filing of the Articles of Incorporation, and appointing an initial Board of Directors of the Corporation. DATED this aay of 2007. Respectfully submitted, 0/144-77 2_71------ Oscar Martinez Armando Chapa Sworn to and subscribed before me, on this day personally appeared George Noe, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office this ow., .04N JEANNIE HOLLAND __ E Notary Public, State of Texas A Vigivg-:" i� 4.E Iviy Commission Expires November 04, 2049 Sworn to and subscribed before me, on this day personally appeared Oscar Martinez, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office this Plif �+ ""�. lFANNlE HOIIAND �rps t `4' � Notary Public, State ef Texas N• %`•.' holy Commission Expires ?'Frt►� +� November 04, 2009 Sworn to and subscribed before me, on this day personally appeared Armando Chapa, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office this _ OcrOGER is, 2(VT Page 1 of 2 RESOLUTION APPROVING FORMATION OF CROSSTOWN COMMONS DEVELOPMENT CORPORATION WHEREAS, an application in writing seeking the incorporation of a local government corporation cinder the provisions of the Subchapter D, Chapter 437, Texas Transportation Code, to be known as "Crosstown Commons Development Corporation" (the "Corporation "), has been filed with the City Council of the City of Corpus Christi, Texas (the "City "), by three individuals, each of whom is a citizen of the State of Texas, of the age of 18 years or more and residents of the City; NOW, THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the City Council of the City found and determined, and hereby fends and determines, that it is necessary and advisable that the Corporation be formed. SECTION 2. That the City Council of the City hereby approves the form of articles of incorporation proposed to be used in organizing the Corporation, a copy of which is attached hereto as "Exhibit A ", and the form of bylaws proposed to be used by the Corporation, a copy of which is attached hereto as "Exhibit B ", and hereby grants authority for the filing of the articles of incorporation of the Corporation with the Secretary of State of the State of Texas. SECTION 3. That it is hereby officially found and determined that said meeting was open to the public as required by law; and that public notice of the time, place, and purpose of said meeting was given as required by Chapter 55'E, Texas Government Code. SECTION 4. Ai! resolutions and parts thereof in conflict herewith are hereby expressly repealed insofar as they conflict herewith. SECTION 5. That this Resolution shall take effect immediately from and after its adoption. ATTEST: CITY OF CORPUS CHRISTI Armando Chapa Henry Garrett City Secretary Mayor APPROVED as to form: October 17, 2007 G ry + .Smith Assistant City Attorney For the City Attorney H:1LEG -DI R1SharedlGarySlagenda12007110- 231Res- CrosstownCommonsFortnation.doc Page 2 of 2 Corpus Christi, Texas of , 2007 The above resolution was passed by the following vote: Henry Garrett Melody Cooper Larry Elizondo, Sr. Mike Humane Bill Kelly _ Priscilla G. Leal John E. Marez Nelda Martinez Michael McCutchon H:ItEG -DI R1 Sharedl GarySlagenda12007110- 231Res- CrosstownCommonsFormation.doc ARTICLES OF INCORPORATION OF CROSSTOWN COMMONS DEVELOPMENT CORPORATION We, the undersigned natural persons, each of whom is at least eighteen (18) years of age or more, and a resident and a qualified voter of the City of Corpus Christi, Texas (the "City ") and a citizen of the State of Texas, acting as incorporators of a corporation under the provisions of Subchapter D of Chapter 431, Texas Transportation Code {the "Act"), and Chapter 394, \lemon's Texas Codes Annotated, Texas Local Government Code (the "Local Government Code " ), do hereby adopt the following Articles of Incorporation for such corporation: ARTICLE I The name of the corporation is CROSSTOWN COMMONS DEVELOPMENT CORPORATION (the "Corporation "). ARTICLE II The Corporation is a public non - profit corporation. ARTICLE III The period of duration of the Corporation shall be perpetual. ARTICLE IV The Corporation is organized for the purpose of aiding, assisting, and acting on behalf of the City in the performance of its governmental functions to promote the common good and general welfare of the City, including, without limitation, the development of the approximately 220 -acre site within the City located generally at the northeast corner of the Crosstown Expressway and Holly Road (the "Crosstown Commons Project Site "), in furtherance of the promotion, development, encouragement and maintenance of employment, commerce, economic development and public infrastructure development in the Crosstown Commons Project Site. The Corporation is formed pursuant to the provisions of the Act as it now or may hereafter be amended, and Chapter 394, Texas Local Government Code, which authorizes the Corporation to assist and act on behalf of the City to accomplish any governmental purpose of the City and to engage in activities in the furtherance of the purposes for its creation. The Corporation shall have and exercise all of the rights, powers, privileges, authority, and functions given by the general laws of the State of Texas to non - profit corporations incorporated under the Act including, without limitation, the powers granted under the Texas Non - Profit Corporation Act, Article 1396 -1.01 et seq., Vernon's Texas Civil Statutes. 1 Pvhihif tk The Corporation shall have all other powers of a like or different nature not prohibited by law which are available to non - profit corporations in Texas and which are necessary or useful to enable the Corporation to perform the purposes for which it is created, including the power to issue bonds, notes or other obligations, and otherwise exercise its borrowing power to accomplish the purposes for which it was created. The Corporation is created as a local government corporation pursuant to the Act and shall be a governmental unit within the meaning of Subdivision (2), Section 101.00]., Texas Civil Practice and Remedies Code. The operations of the Corporation are governmental and not proprietary functions for purposes of the Texas Tart Claims Act, Section 101.001 et seq., Texas Civil Practice and Remedies Code. The Corporation shall have the power to acquire land in accordance with the Act as amended from time to time. ARTICLE V The Corporation shall have no members and shall have no stock. ARTICLE VI All powers of the Corporation shall be vested in a Board consisting of nine (9) persons who shall be appointed by the City Council of the City. The initial board members, each of whom resides in the City, are identified in Article IX below and shall serve for the term expiring an the date set forth thereon. Subsequent board members shall be appointed by the City Council of the City. Each subsequent board member shall serve for a term of two (2) years or until his or her successor is appointed by the City Council of the City, unless such board member has been appointed to fill an unexpired term, in which case the term of such board member shall expire on the expiration date of the term of the board member who he or she was appointed to replace. Any board member may be removed from office at any time, with or without cause, by the City Council of the City. All other matters pertaining to the internal affairs of the Corporation shall be governed by the Bylaws of the Corporation, so long as such Bylaws are not inconsistent with these Articles of Incorporation or the laws of the State of Texas. ARTICLE VII The street address of the initial registered office of the Corporation is I201 Leopard, Carpus Christi, Texas 78403, which is within the city limits of the City, and the name of its initial registered agent at such address is George Noe. ARTICLE VIII The names and street addresses of the incorporators, each of whom resides within the City, are: 2 NAME George Noe Oscar Martinez Armando Chapa ADDRESS 1201 Leopard Corpus Christi, 1201 Leopard Corpus Christi, 1201 Leopard Corpus Christi, ARTICLE TX Texas 78403 Texas 78403 Texas 78403 The Corporation shall be governed by a board of directors consisting of nine (9) directors. The names and street addresses of the initial directors, each of whom resides within the City, are: NAME Henry Garrett Melody Cooper Larry Elizondo, Sr. Mike Hummell Bill Kelly Priscilla G. Leal John E. Marez Nelda Martinez Michael McCutchon 3 ADDRESS 1201 Leopard Corpus Christi, 1201 Leopard Corpus Christi, 1201 Leopard Corpus Christi, 1201 Leopard Corpus Christi, 12Q1 Leopard Corpus Christi, 1201 Leopard Corpus Christi, 1201 Leopard Corpus Christi, 1201 Leopard Corpus Christi, 1201 Leopard Corpus Christi, Texas 78403 Texas 78403 Texas 78403 Texas 78403 Texas 78403 Texas 78403 Texas 78403 Texas 78403 Texas 78403 The initial directors shall serve a term that expires July 31, 2007, and shall hold office for the term for which the initial director was appointed and until the director's successor is elected or appointed and has qualified. ARTICLE X A resolution approving the farm of these Articles of Incorporation has been adopted by the City Council of the City on October 23, 2007. ARTICLE XI Na Director shall be liable to the Corporation for monetary damages for an act or omission in the Director's capacity as a Director, except for liability (i) for any breach of the Director's duty of loyalty to the Corporation, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for any transaction from which the Director received an improper benefit, whether the benefit resulted from an act taken within the scope of the Director's office, or (iv) for acts or omissions for which the liability of a Director is expressly provided by statute. Any repeal or amendment of this Article by the Directors shall be prospective only, and shall not adversely affect any limitation on the personal liability of a Director existing at the time of such repeal or amendment. In addition to the circumstances in which a Director is not personally liable as set forth in the preceding sentences, a Director shall not be liable to the fullest extent permitted by any amendment to the Texas statutes hereafter enacted that further limits the liability of a Director. ARTICLE XII In accordance with the provisions of Section 501(0(3) of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code "), and regardless of any other provisions of these Articles of Incorporation or the laws of the State of Texas, the Corporation: (a) shall not permit any part of the net earnings of the Corporation to inure to the benefit of any private individual (except that reasonable compensation may be paid for personal services rendered to or for the Corporation in effecting one or more of its purposes); (b) shall not direct any of its activities to attempting to influence legislation by propaganda or otherwise; (c) shall not participate in or intervene in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office; and (d) shall not attempt to influence the outcome of any election for public office or to carry on, directly or indirectly, any voter registration drives. Any income earned by the Corporation after payment of reasonable expenses, debt and such reserves as may be necessary as set forth in the authorizing documents related to the issuance of debt by the Corporation shall accrue to the City. The City shall, at all times, have an unrestricted right to receive any income earned by the Corporation, exclusive of amounts needed to cover reasonable expenditures and reasonable reserves for future activities. Any income of the Corporation received by the City shall' be 4 deposited into such account or fund as determined by the City Council of the City. No part of the Corporation's income shall insure to the benefit or any private interests. If the Board of Directors determines by resolution that the purposes for which the Corporation was formed have been substantially met and all bonds issued by and all obligations incurred by the Corporation have been fully paid or provision made for such payment, the Board shall execute a certificate of dissolution which states those facts and declares the Corporation dissolved an accordance with the requirements of Section 394.026 of Vernon's Texas Codes Annotated, Local Government Code, or with applicable law then in existence. In the event of dissolution or liquidation of the Corporation, all assets will be turned over to the City for deposit into such account or fund as the City Council shall direct. ARTICLE XIII If the Corporation is a private foundation within the meaning of Section 509 (a) of the Internal Revenue Code, the Corporation (a) shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income unposed by Section 4942 of the Internal Revenue Code; (b) shall not engage in any act of self- dealing as defined in Section 4941 (d) of the Internal Revenue Code; (c) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; (d) shall not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code; and (e) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code. ARTICLE XIV The City Council may at any time consider and approve an ordinance directing the Board to proceed with the dissolution of the Corporation, at which time the Board shall proceed with the dissolution of the Corporation in accordance with applicable state law. The failure of the Board to proceed with the dissolution of the Corporation in accordance with this Section shall be deemed a cause for the removal from office of any or all of the Directors as permitted by Article VI of these Articles of Incorporation. ARTICLE XV These Articles may not be changed or amended unless approved by the City Council of the City. 5 2007. IN WITNESS WHEREOF, we have hereunto set our hands this of 6 George Noe, Incorporator Oscar Martinez, Incorporator Armando Chapa, Incorporator Sworn to and subscribed before me, on this day personally appeared George Noe, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office this Notary Public Sworn to and subscribed before me, on this day personally appeared Oscar Martinez, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office this _ Notary Public Sworn to and subscribed before me, on this day personally appeared Armando Chapa, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office this Notary Public 7 BYLAWS OF CROSSTOWN COMMONS DEVELOPMENT CORPORATION ARTICLE I PURPOSES Crosstown Commons Development Corporation (the "Corporation ") is organized for the purpose of aiding, assisting, and acting on behalf of the City of Corpus Christi, Texas (the "City ") in the performance of its governmental functions to promote the City, including, without limitation, the development of the approximately 22U -acre site within the City located generally at the northeast corner of the Crosstown Expressway and Holly Road (the "Crosstown Commons Project Site "), in furtherance of the promotion, development, encouragement and maintenance of employment, commerce, economic development and public infrastructure development in the Crosstown Commons Project Site. The Corporation is formed pursuant to the provisions of Subchapter D, Chapter 431, Texas Transportation Code (the "Act ") as it now or may hereafter be amended, which authorizes the Corporation to assist and act on behalf of the City to accomplish any governmental purpose of the City and to engage in activities in the furtherance of the purposes for its creation. The Corporation shall have and exercise all of the rights, powers, privileges, authority, and functions given by the general laws of the State of Texas to non - profit corporations incorporated under the Act including, without limitation, the Texas Nan - Profit Corporation Act, Article 1396 -1.4i et seq., Vernon's Texas Civil Statutes. The Corporation shall have all other powers of a like or different nature not prohibited by law which are available to non - profit corporations in Texas and which are necessary or useful to enable the Corporation to perform the purposes for which it is creased, including the power to issue bonds, notes or other obligations, and otherwise exercise its borrowing power to accomplish the purposes for which it was created. The Corporation is created as a local governmental corporation pursuant to the Act and shall be a governmental unit within the meaning of Subdivision (2), Section 101.001, Texas Civil Practice and Remedies Code. The operations of the Corporation are governmental and not proprietary functions for purposes of the Texas Tort Claims Act, Section 101.001 et seq., Texas Civil Practice and Remedies Code. The Corporation shall have the power to acquire land in accordance with the Act as amended from time to time. 1 Cwinihif R ARTICLE II BOARD of DIRECTORS Section 1. Appointment, Powers, Number, and Term of Office. All powers of the Corporation shall be vested in the Board of Directors (the "Board " ). The Board shall initially consist of nine (9) persons who shall be appointed by the City Council of the City, as evidenced by the approval of the Articles of Incorporation by the City Council. Each initial Director shall serve for the term expiring on the date set forth in the Articles of Incorporation. Subsequent Directors shall be appointed by the City Council of the City. Each subsequent Director shall serve for a term of two (2) years, expiring on July 31 of each year. Directors may be appointed to succeed themselves. No Director may serve longer than six (b) years consecutively, unless such service is required to complete an unexpired term. Each Director must be a resident and qualified elector of the City. Each Director, including the initial directors, shall be eligible for reappointment. Each Director shall serve until a successor is appointed. Any Director may be removed from office at any time, with or without cause, by the City Council of the City. Section 2. Meetings of Directors. The Directors may hold their meetings and may have an office and keep the books of the Corporation at the City Hail, or such other place or places within the City as the Board may from time to time determine; provided, however, in the absence of any such determination, the City Hall shall be the registered office of the Corporation in the State of Texas. The Board shall meet in accordance with and Elie notice of each meeting of the Board for the same length of time and in the same manner and location as is required of a City under Chapter 551, Government Code (the "Open Meetings Act "). The Corporation, the Board, and any committee of the Board exercising the powers of the Board are subject to Chapter 552, Government Code (the "Open Records Act "). Section 3. Annual Meetings. The annual meeting of the Board shall be held at the time and at the location in the City designated by the resolution of the Board for the purposes of transacting such business as may be brought before the meeting. Section 4. Regular Meetings. Regular meetings of the Board shall be held at such times and places as shall be designated, from time to time, by resolution of the Board. Section 5. Special and Emergency Meetings. Special and emergency meetings of the Board shall be held whenever called by the President of the Board or by a majority of the Directors who are serving duly appointed terms of office at the time the meeting is called. The Secretary shall give notice of each special meeting in . person, by telephone, electronic transmission (e.g., facsimile transmission or electronic mail) or mail at least three (3) 2 days before the meeting to each Director. Notice of each emergency meeting shall also be given in the manner required of the City under the Open Meetings Act. Unless otherwise indicated in the notice thereof, any and all matters pertaining to the purposes of the Corporation may be considered and acted upon at a special or emergency meeting. Section 6. Quorum. A majority of the Board shall constitute a quorum for the consideration of matters pertaining to the purposes of the Corporation. If at any meeting of the Board there is less than a quorum present, a majority of those present may adjourn the meeting from time to time. The act of a majority of the Directors present and voting at a meeting at which a quorum is in attendance shall constitute the act of the Board, unless the act of a greater number is required by law, by the Articles of Incorporation, or by these Bylaws. A Director who is present at a meeting of the Board at which any corporate action is taken shall be presumed to have assented to such action, unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of the action. Section 7. Conduct of Business. At the meetings of the Board, matters pertaining to the purposes of the Corporation shall be considered in such order as from time to time the Board may determine. At all meetings of the Board, the President shall preside, and in the absence of the President, the Vice President shall preside. In the absence of the President and the Vice President, an acting presiding officer shall be chosen by the Board from among the Directors present. The Secretary of the Corporation shall act as secretary of all meetings of the Board, but in the absence of the Secretary, the presiding officer may appoint any person to act as secretary of the meeting. Section 8. Executive Committee, Other Committees. The Board may, by resolution, passed by a majority of the Directors, designate three (3) or more Directors to constitute an executive committee or other type of committee. To the extent provided in the authorizing resolution, a committee shall have and may exercise all of the authority of the Board in the management of the Corporation, except where action of the Board is specified by statute. A committee shall act in the manner provided in the authorizing resolution. Each committee so designated shall keep regular minutes of the transactions of its meetings and shall cause such minutes to be recorded in books kept for that purpose in the office of the Corporation, and shall report the same to the Board from time to time. Committees authorized to exercise the powers of the Board shall give notice of any meeting in the manner required for a meeting of the Board. 3 Section 9. Compensation of Directors. Directors shall not receive any salary or compensation for their services as Directors. Section I0. Director's Reliance on Consultant Information. A Director shall not be liable if while acting in good faith and with ordinary care, the Director relies on information, opinions, reports, or statements. including financial statements and other financial data, concerning the Corporation or another person, that were prepared or presented by: (a) one or more other officers or employees of the Corporation; (b) legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence; or (c) a committee of the Board of which the Director is not a member. ARTICLE III OFFICERS Section I. Titles and Term of Office. The officers of the Corporation shall be the President, the Vice President, a secretary, a treasurer, and such other officers as the City Council may from time to time elect or appoint. One person may hold more than one office, except that one person shall not concurrently hold the offices of President and Secretary. The term of office for each officer shall be one (1) year with the term of office expiring on July 31 of each year. Officers may be re- elected. Section 2. Powers and Duties of the President. The President shall be a member of the Board and shall preside at all meetings of the Board. The President shall be the principal executive officer of the Corporation and, subject to the Board, he or she shall be in general charge of the properties and affairs of the Corporation. In furtherance of the purposes of the Corporation and subject to the limitations contained in the Articles of Incorporation, the President or any Vice President may sign and execute all bonds, notes, deeds, conveyances, franchises, assignments, mortgages, notes, contracts and other obligations in the name of the Corporation. The President shall have such other duties as are assigned by the Board. The President may call special and emergency meetings of the Board. Section 3. Powers and Duties of the Vice President. The Vice President shall be a member of the Board. The Vice President shall perform the duties and exercise the powers of the President upon the President's death, absence, disability, or resignation, or upon the President's inability to perform the duties of his or her office. Any action taken by the Vice President in the performance of the duties of the President shall be conclusive evidence of the absence or inability to act of the President at the time such action was taken. A Vice President shall have such other powers and duties as may be assigned to him or her by the Board or the President. 4 Section 4. Treasurer. The Treasurer shall have custody of all the funds and securities of the Corporation which come into his or her hands. When necessary or proper, he or she may endorse, on behalf of the Corporation, for collection, checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositories as shall be designated in the manner prescribed by the Board; he or she may sign all receipts and vouchers for payments made to the Corporation, either alone or jointly with such other officer as is designated by the Board; whenever required by the Board, he or she shall render a statement of his or her cash account; he or she shall enter or cause to be entered regularly in the books of the Corporation to be kept by him or her for that purpose full and accurate accounts of all moneys received and paid out an account of the Corporation; he or she shall perform all acts incident to the position of Treasurer subject to the control of the Board; and he or she shall, if required by the Board, give such bond for the faithful discharge of his or her duties in such farm as the Board may require. The Treasurer need not be a member of the Board. Section 5. Secretary. The Secretary shall keep or cause to be kept the minutes of all meetings of the Board in books provided for that purpose; he or she shall attend to the giving and serving of all notices; in furtherance of the purposes of the Corporation and subject to the limitations contained in the Articles of Incorporation, he or she may sign with the President in the name of the Corporation and/or attest the signatures thereof, all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments of the Corporation; he or she shall have charge of the Corporation's books, records, documents and instruments, except the books of account and financial records and securities of which the Treasurer shall have custody and charge, and such other books and papers as the Board may direct, all of which shall at all reasonable times be open to the inspection of any Director upon application at the office of the Corporation during business hours; and, he or she shall in general perform all duties incident to the office of Secretaxy subject to the control of the Board. The Secretary need not be a member of the Board. Section 6. Executive Director. The City Manager of the City or the designee thereof will serve as the Executive Director of the Corporation, provide administrative support services for the Corporation, and perform duties as prescribed by the Board and the City Council. Section 7. Compensation. Officers shall not receive any salary or compensation for their services as officers. Section 8. Officer's Reliance on Consultant Information. In the discharge of a duty imposed or power conferred on an officer of the Corporation, the officer may in good faith arid with ordinary care rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Corporation or another person, that were prepared or presented by: (a) one or more other officers or employees of the Corporation, including members of the Board; or (b) legal counsel, public accountants, or other persons as to matters the officer 5 reasonably believes are within the person's professional or expert competence. Section 9. Hearing Officer. The Executive Director or the designee thereof shall serve as "hearing officer" of the Corporation for the purpose of conducting any public hearing required under the Internal Revenue Code of 1986 as a condition precedent to the issuance of tax - exempt bonds by the Corporation. ARTICLE INT MISCELLANEOUS PROVISIONS Section 1. Fiscal Year. The fiscal year of the Corporation shall be the same as the City, or such other consecutive twelve-month period determined by the Corporation and approved by the City. Section 2. Seal. The seal of the Corporation shall be such as from time to time may be approved by the Board. Section 3. Notice and Waiver of Notice. Whenever any notice whatever is required to be given under the provisions of these Bylaws, such notice shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed postpaid wrapper addressed to the person entitled thereto at his or her post office address, as it appears an the books of the Corporation, and such notice shall be deemed to have been given an the day of such mailing. A waiver of notice, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Section 4. Resignations. Any Director or officer may resign at any time. Such resignations shall be made in writing and shall take effect at the time specified therein, or, if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Section S. Gender. References herein to the masculine gender shall also refer to the feminine in all appropriate cases, and vice versa. Section 6. Appropriations and Grants. The Corporation shall have the power to request and accept any appropriation, grant, contribution, donation, or other form of aid from the federal government, the State, any political subdivision, or municipality in the State, or from any other source. 6 ARTICLE V INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 1. Right to Indemnification. Subject to the limitations and conditions as provided in this Article V and the Articles of Incorporation, each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (hereinafter a "proceeding " ), or any appeal in such a proceeding or any inquiry or investigation that could lead to such a proceeding, by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a Director or officer of the Corporation or while a Director or officer of the Corporation is or was serving at the request of the Corporation as a director, officer, partner, ventures, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by the Corporation to the fullest extent permitted by the Texas Non-Profit Corporation Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorneys' fees) actually incurred by such person in connection with such proceeding, and indemnification under this Article V shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article V shall be deemed contract rights, and no amendment, modification or repeal of this Article V shall have the effect of limiting or denying any such rights with respect to action taken or proceedings arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article V could involve indemnification for negligence or under theories of strict liability. Section 2. Advance Payment. The right to indemnification conferred in this Article V shall include the right to be paid in advance or reimbursed by the Corporation the reasonable expenses incurred by a person of the type entitled to be indemnified under Section 1 who was, is or is threatened to be made a named defendant or respondent in a proceeding in advance of the final disposition of the proceeding and without any determination as to the person's ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such person in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of a written affirmation by such Director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under this Article V and a written undertaking, by or on behalf of such person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified person is not entitled to be indemnified under this Article V or otherwise. Section 3. Indemnification of Employees and Agents. The Corporation, by adoption of a resolution of the Board, may indemnify and advance expenses to an employee or agent of 7 the Corporation to the same extent and subject to the same conditions under which it may indemnify and advance expenses to Directors and officers under this Article V; and the Corporation may indemnify and advance expenses to persons who are not or were not Directors, officers, employees or agents of the Corporation but who are or were serving at the request of the Corporation as a Director, officer, partner, venture proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit -plan or other enterprise against any liability asserted against him or her and incurred by him or her in such a capacity or arising out of his or her status a such a person to the same extent that it may indemnify and advance expenses to Directors under this Article V. Section 4. Appearance as a Witness. Notwithstanding any other provision of this Article V, the Corporation may pay or reimburse expenses incurred by a Director or officer in connection with his or her appearance as a witness or other participation in a proceeding involving the Corporation or its business at a time when he or she is not a named defendant or respondent in the proceeding. Section 5. Non-exclusivity of Rights. The right to indemnification and the advancement and payment of expenses conferred in this Article V shall not be exclusive of any other right which a Director or officer or other person indemnified pursuant to Section 3 of this Article V may have or hereafter acquire under any law (common or statutory), provision of the Articles of Incorporation of the Corporation or these Bylaws, agreement, vote of disinterested Directors or otherwise. Section 6. Insurance. The Corporation may purchase and maintain insurance, at its expense, to protect itself and any person who is or was serving as a Director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a Director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, proprietorship, employee benefit plan, trust or other enterprise against any expense, liability or lass, whether the Corporation would have the power to indemnify such person against such expense, liability or loss under this Article V. Section 7. Notification. Any indemnification of or advance of expenses to a Director or officer in accordance with this Article V shall be reported in writing to the members of the Board with or before the notice of the next regular meeting of the Board and, in any case, within the 12 -month period immediately following the date of the indemnification or advance. Section 8. Savings Clause. If this Article V or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify and hold harmless each Director, officer or any other person indemnified pursuant to this Article V as to costs, charges and expenses (including attorneys' fees), judgments, tines and in amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, to the flail extent permitted by any applicable portion of 8 this Article V that shall not have been invalidated and to the fullest extent permitted by applicable law. ARTICLE VI CODE OF ETHICS Section 1. Policy and Purposes. (a) It is the policy of the Corporation that Directors and officers conduct themselves in a manner consistent with sound business and ethical practices; that the public interest always be considered in conducting corporate business; that the appearance of impropriety be avoided to ensure and maintain public confidence in the Corporation; and that the Board establish policies to control and manage the affairs of the Corporation fairly, impartially, and without discrimination. (b) This Cade of Ethics has been adopted as part of the Corporation's Bylaws for the following purposes: (a) to encourage high ethical standards in official conduct by Directors and corporate officers; and (h) to establish guidelines for such ethical standards of conduct. Section 2. Conflicts of Interest. (a) Except as provided in subsection {c }, a Director or officer is prohibited from participating in a vote, decision, or award of a contract involving a business entity or real property in which the Director or the officer has a substantial interest, if it is foreseeable that the business entity or real property will be economically lienefitted by the action. A person has a substantial interest in a business (i} if his or her ownership interest is ten percent or more of the voting stock or shares of the business entity or ownership of $15,000 ax more of the fair market value of the business entity, or (ii) if the business entity provides more than ten percent of the person's gross income. A person has a substantial interest in real property if the interest is an equitable or legal ownership with a fair market value of $2,500 or more. An interest of a person related in the second degree by affinity (marriage relationship) or the third degree by consanguinity (blood relationship) to a Director or officer is considered a substantial interest. (b) If a Director or a person related to a Director in the first or second degree by affinity or the first, second, or third degree by consanguinity has a substantial interest in a business entity or real property that would be pecuniarily affected by any official action taken by the Board, such Director, before a vote or decision on the matter, shall file an affidavit stating the nature and extent of the interest. The affidavit shall be tiled with the Secretary of the Board. (c) A Director who has a substantial interest in a business entity that will receive a pecuniary benefit from an action of the Board may vote an that action if a majority of the Board has a similar interest in the same action or if all other similar business entities in the City will receive a similar pecuniary benefit. 9 (d) An employee of a public entity may serve on the Board. Section 3. Acceptance of Gifts. No Director or officer shall accept any benefit as consideration for any decision, opinion, recommendation, vote or other exercise of discretion in carrying out official acts for the Corporation. No Director or officer shall solicit, accept, or agree to accept any benefit from a person known to be interested in or likely to become interested in any contract, purchase, payment, claim or transaction involving the exercise of the Director's or officer's discretion. As used here, a benefit does not include: (a) a fee prescribed by law to be received by a Director or officer or any other benefit to which the Director or officer is lawfully entitled or for which he or she gives legitimate consideration in a capacity other than as a Director or officer, (b) a gift or other benefit conferred an account of kinship or a personal, professional. or business relationship independent of the official status of the Director or officer; (c) an honorarium in consideration for legitimate services rendered above and beyond official duties and responsibilities if: (1) not more than one honorarium is received from the same person in a calendar year; (2) not more than one honorarium is received for the same service; and (3) the value of the honorarium does not exceed $250 exclusive of reimbursement for travel, food, and lodging expenses incurred by the Director or officer in performance of the services; (d) a benefit consisting of food, lodging, transportation, or entertainment accepted as a guest if reported as may be required by law. Section 4. Bribery. A Director or officer shall not intentionally or knowingly offer, confer or agree to confer on another, or solicit, accept, or agree to accept from another: (a) any benefit as consideration for the Director's or officer's decision, opinion, recommendation, vote, or other exercise of discretion as a Director or officer; r (b) any benefit as consideration for the Director or officer's decision, vote, recommendation, or other exercise of official discretion in a judicial or administrative proceeding; or (c) any benefit as consideration for a violation of duty imposed by law on the Director or officer. 10 Section 5. Nepotism. No Director or officer shall appoint, or vote for, or confirm the appointment to any office, position, clerkship, employment or duty, of any person related within the second degree by affinity or within the third degree of consanguinity to the Director or officer so appointing, voting or confirming, or to any other Director or officer. This provision shall not prevent the appointment, voting far, or confirmation of any person who shall have been continuously employed in any such office, position, clerkship, employment or duty at least thirty (30) days prior to the appointment of the Director or officer so appointing or voting. ARTICLE VII AMENDMENTS A proposal to alter, amend, or repeal these Bylaws shall be made by the affirmative vote of a majority of the full Board at any annual or regular meeting, or at any special meeting if notice of the proposed amendment be contained in the notice of said special meeting. Any proposed change or amendment to the Bylaws, however, must be approved by the City Council of the City to be effective. t 11 12 CITY COUNCIL AGENDA MEMORANDUM PRESENTATION AGENDA ITEM: Annual update on the City's Automated Meter Reading (AMR) Initiative Project Expansion Update -Year 3 STAFF PRESENTER(S): Name Title/Position 1. Oscar Martinez Assistant City Manager 2. Cindy O'Brien Chief Financial Officer 3. Michael Barrera Assistant Director of Finance OUTSIDE PRESENTER(S): Name I. Christopher Minton 2. Donald Abrew 3. BACKGROUND Title/Position Vice President Senior Consultant De artment Administrative Services Financial Services Financial Services Or anization RAM Technologies RAM Technologies The City is currently implementing the third year of the five year Automated Meter Reading (AMR) initiative. The presentation will cover a brief history of the project, give an update in regards to meter conversions and review the project budget and ROI. REQUIRED COUNCIL ACTION: None PowerPoint X Supplemental Information El 1 di -,,, Michae Barrere-- l'i Assistant Director of Finance City of Corpus Christi Automated Meter Reading (AMR) Initiative Project Expansion Update Presented by: Mr. Oscar Martinez, Assistant City Manager, City of Corpus Christi, TX Ms. Cindy O'Brien, Chief Financial Officer, City of Corpus Christi, TX Mr. Michael Barrera, Assistant Director of Finance, City of Corpus Christi, TX Project Consultants Mr. Christopher Minton, Vice President RAM Technologies, inc. Mr. Donald Abrew, Senior Consultant RAM technologies, Inc. Presentation Contents • AMR Vision • AMR History • Project Update • Project Budget Review • Return On Investment 1 AMR Vision • Implement a single Automated Meter Reading solution for water and gas meters that will: • reduce meter reading costs; • provide more accurate and timely meter information; • enhance customer service capabilities with real -dime data; • remove meter reading personnel from potentially harmful and costly situations AMR History • March 2003 ■ _b,II Te hnoh fl § ls iAgn #ter AMR ▪ F ir rrN n forme r �� Infr�A ruotuie replan Lngfli - = for r in Iggragi • March 2004 • auost for PrIor Automa t �� r Readin g_ �r���m T fVarthro� • August 2004 • PO ase of ro ec ved b C un II • January 2005 a No pt__Im,e44wigairnplemented ▪ AZ2zeters. converted . z u1 s from i� r itive � i ac rnm�ndation rnaq move foRhAti h 5 r io has • August 2005 . Te r_a_mof orizion_Dhase apgm,e_ltd Y_Council ▪ July 2 ▪ TearathroucM. of expantgrourpved by_aurIga 2 AMR — Project Update AMR Meter Conversions as of September 29, 2007 Pilot Deployment • Water Meters • Gas Meters 2,228 2,034 Year 1 & 2 Expansion • Water Meters 21,071 • Gas Meters 2Q,1$1 Year 3 Expansion to Date (811107 through 9129/07) • Water Meters 1,978 ▪ Gas Meters 2,090 Total 49,562 AMR — Project Update Actual /Planned AMR Meter Conversions over ail expansion years Actual Actual Planned Planned Planned Units • Water Meters • Gas Meters Total by year Aggregated Total • Water Meters • Gas Meters Year 7 Year 2 Year 3 Year 4 Year 3 7,859 7 154 15,440 15_041 20,$85 13,135 20,885 13,135% 34,020! 65,069 ;48,465_61,601 ; 20,884 13 36 i i 34,020 85,953 _ 15,Q13 7,859 7,154 30,481 23,299 22,195 34,020. 44,184 35,330 75,013 45,494 79,574 113,534 147,554 (1) Numbers shown Include pilot #o#rJs In Year I 3 Meter Infrastructure ■ Contract is a unit price contract. All work required to convect meters is built into pricing. Each meter location is reviewed and converted based on particular needs. ▪ Year 2 - Infrastructure work significantly exceeded expectations. Service requirements include replacement of round pits, lowering of meters, salve replacement. ■ Preliminary Survey of requirements in year 3 indicate trend will continue. • Water meter pricing will increase in years 4 and 5. ■ Infrastructure work is estimated to cost an additional $1.66 million in years 3, 4 and 5. • Maintaining 5 / &" water meters in the field will save an estimated $640,000 (as opposed to replacing with' /." meters) Project Budget Review Adopted FY05 -06 CIP Budget - $28,056,638 Year T Year 2 Year 3 Year 4 Year 5 Total $5,327,400 $5,273,600 $5,233,300 $6,111,169 $6,111,169 Adopted FY 06 -07 CIF Budget - $26,709,883 Year 1 Year 2 Year 3 Year 4 Year 5 AMR $3,643,224 $4,404,315 $4,355,931 $4,288,193 $4,307,095 Inf. 960 269 1.,189,214 7.189.214 1.189.214 1,189214 Total $4,603,493 $5,593,529 $5,545,145 $5,477,407 $5,490,309 Proposed FY07-08 CIF Budget - $27,869,575 Year 7 Year 2 Year 3 Year 4 Year 5 AMR $3,643,224 $4,404,315 $4,355,931 $4,355,930 $4,372,Q58 Inf. 960269 1,189.214 1,574.118 1,507,257 1 507 257 Total $4,603,493 $5,593,529 $5,930,049 $5,863,187 $5,879,315 4 ROI Calculations ▪ Utility revenue enhanced with replacement of aged meter infrastructure. • Sample Data collected over 2 years supports a conservative revenue enhancement of 6% increase for water meter accounts and 3% increase for gas meter accounts. • Model adjusted to reflect actual consumption contribution of converted residential and commercial accounts: Lar e volume users reduced from 50% of utili revenue to 39 °o and 31 °o for water and gmieipiel a • Adjusted financial model for AMR supports an increased positive position over 20 year plan. f Projected Return On Investment Based on 20 Years: Proposed Project Costs: $27,869,575 AMR Breakeven Point Realizes! in Year: 14 FY 06 — 47 {Prior Projections} Anticipated Savings/ Revenue Increases I Cost Avoidance — $1,633,361 FY 07 - 08 (Current Projections) Anticipated Savings/ Revenue Increases/Cost Avoidance — $3,071,296 5 Future Action • Approve change order to Northrop Grumman Contract and RAM Contract • Approve new CIP Budget for years 3, 4 and 5 Q • A 6 13 CITY COUNCIL AGENDA MEMORANDUM PRESENTATION AGENDA ITEM: Crime Control and Prevention District Quarterly Project Update STAFF PRESENTER(S): Name Tide/Position 1. Bryan P. Smith Chief of Police 2. OUTSIDE PRESENTER(S): Name 1. Scott Kucera De artment Police Title /Position O • anization Chairman Crime Control and Prevention District Board of Directors ISSUE: The Crime Control and Prevention District Board gives quarterly project updates to the City Council. BACKGROUND: The current projects will be reviewed. REQUIRED COUNCIL ACTION: None Bryan P. Smith Chief of Police Corpus Christi Crime Control &Prevention District .t.z•{ i, Crime Control &Prevention District Quarterly Update y. .......r.,i ∎r. ......* • Continued focus on Core Programs -- 50 Police Officers - Juvenile Assessment Center — Pawn Shop Detail 2 1 t•.t....• •., • • Crime Control &Prevention District Quarterly Update ti - 1- w -.ft t ra,rar,i�� rr . .....1 ,,r,.rt .. • State legislature approved a larger "basket of goods" to tax. • Resulted in an estimated additional $600,000 per fiscal year • IDD is preparing proposal for the board for the additional funds 3 • ' — Utility poles cleaned = 171 - Utility boxes leaned = 101 — Private Fences cleaned = 60 i —Parks cleaned = 40 Graffiti Removal . •,..........................4..+Wh...rn....,..................44.,,...,._.,_,......._........______. Graffiti eradication truck on line June 2Q07 • Board/Council recently approved two additional employees — Graffiti Coordinator — Senior Staff Assistant • Kostoryz between SPIO /Staples focus next week to end of Oct • Working with commercial property owners to obtain waivers • ATT agreed to provide paint to take graffiti off green phone boxes 2 Pawn Shop Detail t • Since November, 2005... - $value of property recovered = $601,329 — 74 criminal cases closed ■ Since Jan, 1999: - $value of properly recovered = $2,112,033 s Campus Crime Stoppers ti• _ f _ _ _ t I+ ij � • 23 Tips received • 5 arrests made • 8 cases cleared • $100 in rewards approved • 2 weapons recovered (knives) • $1,075 in stolen property recovered • $204 in drugs seized 6 -- - - - - -i 3 Juvenile Assessment Center Intakes school • I • •w 1i• i .•Pitwa I.•iI r.I, r. ...N..1,.y i y eafiT o a:— �--��e * --- — — • 06 47 0 j ■ Aug:61 Aug: 45 � ■ Sept:57 Sept: Sb i 7 Juvenile Assessment Center- Urine Analysis est eflo-m—Ted--- • (11 /17 _ LI Z 08 • Aug:0 Aug: 124 • Sept:0 Sept: 114 Urine Analysis Testing program was implemented in Febniazy, 2007 w a 4 ',,,;-----Ie,------- 70 .EvL.:21., .....226....,,,,„ tk , usiit - - • ,:. ili t 4 i., .., , .,( I L• ... i...... .0 •-- •-.v.. ... .1' 0 S- , '-;-,. _ a . 414. :f.: ..,'.-.DiiiirmiCir,- br; - ... .' ........ti ti ., ..,., '':,-.,,k. . :-.''' --,_-.--:::::- ,- • ::: Corpus Christi I Crime Control & Prevention District 14 NO ATTACHMENT FOR THIS IfiEM