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HomeMy WebLinkAboutAgenda Packet City Council - 03/31/2009NNW `/1■/.111/ 11:45 A.M. - Proclamation declaring the week of April 6 -12, 2009 as "National Public Health Week" Proclamation declaring the month of April 2009 as "Sexual Assault Awareness Month" AGENDA CITY OF CORPUS CHRISTI REGULAR COUNCIL MEETING CITY HALL - COUNCIL CHAMBERS 1201 LEOPARD ST. CORPUS CHRISTI, TEXAS 78401 MARCH 31, 2009 10:00 A.M. PUBLIC NOTICE - THE USE OF CELLULAR PHONES AND SOUND ACTIVATED 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 Usted desea dirigirse al Concilio y cree que su ingles es limitado, habit un interprete ingles- espanol en todas las juntas del Concilio para 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 be given by Pastor Corey Endsley, The Church of Acts. C. Pledge of Allegiance to the Flag of the United States. D. City Secretary Armando Chapa to call the roll of the required Charter Officers. Mayor Henry Garrett Mayor Pro Tem Larry Elizondo, Sr. Council Members: Melody Cooper City Manager Angel R. Escobar Mike Hummel) City Attorney Mary Kay Fischer Bill Kelly City Secretary Armando Chapa Priscilla Leal Michael McCutchon John Marez Nelda Martinez E. MINUTES: (NONE) Agenda Regular Council Meeting March 31, 2009 Page 2 CITY COUNCIL PRIORITY ISSUES (Refer to legend at the end of the agenda summary) F. BOARDS & COMMITTEE APPOINTMENTS: (NONE) 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 of a vote at the last regular, or a subsequent special meeting; such agendas are incorporated herein for reconsideration and action on any reconsidered item. H. CITY MANAGER'S REPORT: (NONE) I. 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: (At this point the Council will vote on all motions, resolutions and ordinances not removed for individual consideration) 1.a. Motion authorizing the City Manager or his designee to accept supplemental funding in the amount of $100,000 from the Governor's Division of Emergency Management, Texas Department of Public Safety, for additional funding eligible under the FY 2008 -2009 Local Border Security Program and to execute all related documents. (Requires 2/3 Vote) (Attachment #1) Agenda Regular Council Meeting March 31, 2009 Page 3 CITY COUNCIL PRIORITY ISSUES (Refer to legend at the end of the agenda summary) 1.b. Ordinance appropriating $100,000 from the Governor's Division of Emergency Management, Texas Department of Public Safety in the No. 1061 Police Grant Fund for overtime associated with the Border Star Program. (Requires 2/3 Vote) (Attachment # 1) 2. Ordinance authorizing the City Manager or his designee to execute an amended Agreement for Services between the City of Corpus Christi and the Corpus Christi Digital Community Development Corporation regarding the City's Wi -Fi network. (Requires 2/3 Vote) (Attachment # 2) 3. Ordinance authorizing the City Manager or his designee to execute a one -year lease agreement with Matt Danysh, beginning April 1, 2009 for crop farming on approximately 567.3 acres located at the Corpus Christi International Airport in consideration of the payment of fee of $55 per acre. (Requires 2/3 Vote) (Attachment # 3) 4. Motion authorizing the City Manager or his designee to execute Amendment No. 1 to the Contract for Professional Services with Coym, Rehmet & Gutierrez Engineering, L.P., in the amount of $226,780 for a total re- stated fee of $275,565 for the Sharpsburg Lift Station and Up River Road Force Main Rehabilitation Project for design, bid, construction and additional phase services. (Requires 2/3 Vote) (Attachment # 4) 5. Motion authorizing the City Manager or his designee to execute a Contract for Professional Services with HDR Engineering, Inc. from Corpus Christi, Texas in the amount of $1,127,716, for Airline Road from Saratoga Boulevard to Rodd Field Road Project for design, bid and construction phase services. (BOND ISSUE 2008) (Requires 2/3 Vote) (Attachment # 5) J. PUBLIC HEARINGS: (NONE) bill Agenda Regular Council Meeting March 31, 2009 Page 4 CITY COUNCIL PRIORITY ISSUES (Refer to legend at the end of the agenda summary) K. REGULAR AGENDA CONSIDERATION OF MOTIONS. RESOLUTIONS. AND ORDINANCES: 6. An Ordinance by the City Council of the City of Corpus Christi, Texas authorizing the issuance of "City of Corpus Christi, Texas General Improvement Bonds, Series 2009 ", levying an annual ad valorem tax, within the limitations prescribed by law, for the payment of the bonds; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale, and delivery of the bonds; including the approval and distribution of an Official Statement pertaining thereto; authorizing the execution of a Paying Agent/Registrar Agreement and a Purchase Contract; complying with the requirements imposed by the letter of representations previously executed with the Depository Trust Company; delegating the authority to the Mayor and certain members of the City Staff to execute certain documents relating to the sale of the bonds; and providing for an effective date. (Requires 2/3 Vote) (Attachment # 6) 7. Motion approving the Sanitary Sewer Trunk Force Main and Lift Station Construction and Reimbursement Agreement submitted by The Preserve at Mustang Island, LLC, owner and developer of Tortuga Dunes Subdivision for the installation of Zahn Road Master Plan Lift Station with eight -foot diameter wet well, 8,376 - linear feet of a four -inch and six -inch PVC dual force main, and related appurtenances; at a cost not to exceed $2,457,890.25. (Requires 2/3 Vote) (Attachment # 7) L. PRESENTATIONS: Public comment will not be solicited on Presentation items. 8. Corpus Christi Convention and Visitors Bureau (CVB) Quarterly Report (Attachment # 8) 9. Corpus Christi Regional Economic Development Corporation Quarterly Report (Attachment # 9) 10. 2008 Americans with Disabilities Act (ADA) Title II Transition Plan Annual Update (Attachment # 10) Agenda Regular Council Meeting March 31, 2009 Page 5 CITY COUNCIL PRIORITY ISSUES (Refer to legend at the end of the agenda summary) M. PUBLIC COMMENT FROM THE AUDIENCE ON MATTERS NOT SCHEDULED ON THE AGENDA WILL BE HEARD AT APPROXIMATELY 12:00 P.M. OR AT THE END OF THE COUNCIL MEETING, WHICHEVER IS EARLIER. PLEASE LIMIT PRESENTATIONS TO THREE MINUTES. IF YOU PLAN ID ADDRESS THE COUNCIL DURING THIS TIME PERIOD, PLEASE SIGN THE FORMAT 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 your name and address. If you have a petition or other information pertaining to your subject, please present it to the City Secretary.) PLEASE BE ADVISED THAT THE OPEN MEETINGS ACT PROHIBITS THE CITY COUNCIL FROM RESPONDING AND DISCUSSING YOUR COMMENTS AT LENGTH. THE LAW ONLY AUTHORIZES THEM TO DO THE FOLLOWING: 1. MAKE A STATEMENT OF FACTUAL INFORMATION. 2. RECITE AN EXISTING POLICY IN RESPONSE TO THE INQUIRY. 3. ADVISE THE CITIZEN THAT THIS SUBJECT WILL BE PLACED ON AN AGENDA AT A LATER DATE. PER CITY COUNCIL POLICY, NO COUNCIL MEMBER, STAFF PERSON, OR MEMBERS OF THE AUDIENCE SHALL BERATE, EMBARRASS, ACCUSE, OR SHOW ANY PERSONAL DISRESPECT FOR ANY MEMBER OF THE STAFF, COUNCIL MEMBERS, OR THE PUBLIC AT ANY COUNCIL MEETING. THIS POLICY IS NOT MEANT TO RESTRAIN A CITIZEN'S FIRST AMENDMENT RIGHTS. N. 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 be publicly announced by the presiding office. Agenda Regular Council Meeting March 31, 2009 Page 6 CITY COUNCIL PRIORITY ISSUES (Refer to legend at the end of the agenda summary) 11. Executive session under Section 551.072 and Section 551.087 of the Texas Government Code for deliberations regarding the lease of real property and for deliberations regarding the offer of a financial or other incentive to a business prospect relating to Memorial Coliseum with possible discussion and action related in open session. O. LEGISLATIVE UPDATE: (NONE) Consideration of resolutions and actions deemed appropriate by the City Council as to legislative issues before the 81st Texas Legislature. P. ADJOURNMENT: POSTING STATEMENT: This agenda was posted on the City's official bulletin board at the front entrance to City Hall, 1201 Leopard Street, at N'Ct p.m., on March 25, 2009. Armando Chapa City Secretary NOTE: The City Council Agenda can be found on the City's Home Page at www.cctexas.com on the Thursday before regularly scheduled council meetings. If technical problems occur, the agenda will be uploaded on the Internet by Friday before 5:00 p.m. Symbols used to highlight action items that implement council goals are on attached sheet. SUPPLEMENTAL AGENDA REGULAR COUNCIL MEETING CITY OF CORPUS CHRISTI, TEXAS CITY HALL -COUNCIL CHAMBERS 1201 LEOPARD ST. MARCH 31, 2009 10:00 A.M. PUBLIC NOTICE is hereby given pursuant to Texas Open Meetings Act of the following addition to the agenda of the City Council to be considered at the above meeting: I. CONSENT AGENDA 5.1. Resolution authorizing the City Manager or his designee to submit a grant application in the amount of $2,293,200 to the U. S. Department of Justice, COPS Office, for the COPS Hiring Recovery Program to hire ten additional police officers with the Police Department and to execute all related documents. (RECESS REGULAR COUNCIL MEETING) J. MEETING OF CITY CORPORATION: 5.2. CORPUS CHRISTI HOUSING FINANCE CORPORATION (CCHFC): AGENDA CORPUS CHRISTI HOUSING FINANCE CORPORATION REGULAR MEETING DATE: Tuesday, March 31, 2009 TIME: During the meeting of the City Council beginning at 10:00 a.m. PLACE: City Council Chambers 1201 Leopard Street Corpus Christi, TX 78401 1. President Bill Kelly calls the meeting to order. 2. Secretary Armando Chapa calls roll. Board of Directors Bill Kelly, Pres. John Marez, Vice Pres. Melody Cooper Larry Elizondo Henry Garrett Mike Hummell Priscilla Leal Michael McCutchon Nelda Martinez Officers ng~el Escobar, General Manager Armando Chapa, Secretary Mary Juarez, Asst. Secretary Cindy O'Brien, Treasurer Constance Sanchez, Asst. Treasurer 3. Approval of the Minutes of January 20, 2009. 4. Motion authorizing the General Manager, or his designee, to make application to the U. S. Department of Housing and Urban Development for an Internal Revenue Code Section 115 waiver in order to pursue FHA-approved secondary loans for affordable housing programs and to execute all related documents. 5. Public Comment. 6. Adjournment. (RECONVENE REGULAR COUNCIL MEETING) K. REGULAR AGENDA 5.3. Motion authorizing the City Manager or designee to utilize federal funds provided under the HOME Investment Partnership Act for FHA-approved home loans under affordable housing programs and to execute all related documents. POSTING STATEMENT: This supplemental agenda was posted on the City's official bulletin board at the front entrance to City Hall, 1201 Leopard Street, at ~(D p.m., March 27, 2009. l .lll~1'~GC~1c~ ~~~~-~.' rmando Chapa ~ City Secretary ~ J City Council Goals 2007 -2009 re IYOWNI Develop Street Plan Texas A &M University— Corpus Christi Expansion Neighborhood Improvement Program (NIP) and Model Block Expansion Development Process Improvement Bond 2008 Coliseum Plan Master Plan Updates Improve Code Enforcement Downtown Plan Charter Review 1 CITY COUNCIL AGENDA MEMORANDUM City Council Action Date: 03/24/2009 AGENDA ITEM: A. Motion authorizing the City Manager or his designee to accept supplemental funding in the amount of $100,000 from the Governor's Division of Emergency Management, Texas Department of Public Safety, for additional funding eligible under the FY 2008/2009 Local Border Security Program and to execute all related documents. B. Ordinance appropriating $100,000 from the Governor's Division of Emergency Management, Texas Department of Public Safety in the No. 1061 Police Grant Fund for overtime associated with the Border Star Program. ISSUE: Funds are available for the Police Department to assist the Texas Department of Public Safety under the Border Star Program. BACKGROUND: The Police Department will assist the Texas Department of Public Safety on an overtime basis with operations for border security. REQUIRED COUNCIL ACTION: Accepting the grant and appropriating the funds FUNDING: There is no match required of the grant. The program period is 2/15/2008 — 8/15/2009 CONCLUSION AND RECOMMENDATION: Staff recommends accepting the grant and appropriating the funds. Attachments: • Award document —1— M. ,1! Walsh Acting Chief of Police RICK PERRY Governor DIVISION OF EMERGENCY MANAGEMENT Office of the Governor Mailing Address' PO Box 4087 Austin, Texas 78773 -0220 Contact Numbers: 512 .424 -2138 Duty Hours 512 -424 -2277 Non -Duty Hours 512 -424 -2444 Fax February 3, 2009 Physical Address: 5805 N. Lamar Blvd. Austin, Texas 78752 STEVEN McCRAW Director Office of Homeland Security JACK COLLEY Chief GRANT ADJUSTMENT NOTICE for the LOCAL BORDER SECURITY GRANT FY 08/09 (LBSP- 08/09) PROGRAM This letter is to advise you that your LBSP Grant for FY 08/09 has been adjusted with an increase of funds in order to provide continued funding to support local border security operations. The amount of the grant increase is $100,000.00. Please provide this letter and a copy of the signed Grant Adjustment Notice to the financial management staff that maintains your grant records so that it can be attached to your grant award. Should you have any questions regarding this matter, please contact Ms. Ryan - Bunger, LBSP Program Manager at 512/424 -2271. Sincerely, Grant Adjustment Notice #3 for LBSP -08/09 - Corpus Christi PD -2- GRANT ADJUSTMENT NOTICE GOVERNOR'S DIVISION OF EMERGENCY MANAGEMENT Program Title: Local Border Security Program FY08 /09 (LBSP- 08/09) Funding Instrument: General Appropriations Act, Rider 60, 80'" Legislature General Appropriations Act, Article IX, Section 19.69(c), 80th Legislature Administered by Governor's Division of Emergency Management Texas Department of Public Safety P.O. Box 4087 Austin, Texas 78773 -0220 GDEM Grant Number: LBSP -08 -053 Recipient: Corpus Christi Police Department, Nueces County Amount of Grant: $129,980.91 (Rider 60) $100,000.00 (Article IX, Sec 19.69(c) (Additional Award) $229,980.91 (Total Grant Amount) Period of Grant: 15 February 2008 through 15 August 2009 Type of Action ' Increase in Funds ❑ Decrease in Funds ❑ Close -out Document Grant Adjustment #: Corpus Christi Police Department GDEM Grant Number: LBSP -08 -53 GAN #3 `,AGENCAPPROVAL . i Jack Colley Chief Date: ^ /3/09 ORDINANCE APPROPRIATING $100,000 FROM THE GOVERNOR'S DIVISION OF EMERGENCY MANAGEMENT, TEXAS DEPARTMENT OF PUBLIC SAFETY, IN THE NO. 1061 POLICE GRANTS FUND FOR OVERTIME ASSOCIATED WITH THE BORDER STAR PROGRAM; AND DECLARING AN EMERGENCY. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That $100,000 is appropriated in the No. 1061 Police Grants Fund from the Governor's Division of Emergency Management, Texas Department of Public Safety, for overtime associated with the Border Star Program. SECTION 2. That upon written request of the Mayor or five Council Members, the City Council (1) finds and declares an emergency due to the need for immediate action for the efficient and effective administration of City affairs; and, (2) suspends that Charter rule which requires an ordinance to be considered and voted upon at two regular meetings, so that this ordinance is passed and takes effect as an emergency measure upon its first reading, this the day of March, 2009. ATTEST: THE CITY OF CORPUS CHRISTI Armando Chapa, City Secretary Henry Garrett, Mayor Approved as to form: March 4, 2009 Tr'sh a Assistan City Attorney For City Attorney —4— TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the attached ordinance, an emergency exists requiring suspension of that Charter rule which requires an ordinance to be considered and voted upon at two regular meetings. Therefore, I /we request that you suspend said Charter rule and finally pass this ordinance on the date of its introduction, or at the present meeting of the City Council. Respectfully, Respectfully, Council Members Henry Garrett Mayor, City of Corpus Christi 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 —5— 2 CITY COUNCIL AGENDA MEMORANDUM City Council Action Date: 03/31/2009 AGENDA ITEM: Authorizing the City Manager or designee to execute an amended Agreement for Services between the City of Corpus Christi and the CC Digital Community Development Corporation regarding the City's WiFi Network. ISSUE: On April 15, 2008, the City approved a Termination and Asset Transfer Agreement with Earthlink with an effective date of May 30, 2008. A Services Agreement between the City of Corpus Christi and the CC Digital Community Development Corporation needs to be formally Amended to continue the ongoing maintenance and support of the wireless network. REQUIRED COUNCIL ACTION: Approval of the Ordinance Amending the Services Agreement between the City of Corpus Christi and the CC Digital Community Development Corporation. PREVIOUS COUNCIL ACTION: On January 31, 2006 City Council Approved formation of CC Digital Community Development Corporation. On April 25, 2006 City Council Approved a Services Agreement between the City and the CC Digital Community Development Corporation. On March 8, 2007 City Council Approved the Sale of the Wireless Network to Earthlink and Amended the Services Agreement to reflect the sale of the wireless network. On April 15, 2008, City Council Approved a Termination and Asset Transfer Agreement with an effective date of May 30, 2008. CONCLUSION AND RECOMMENDATION: Staff is recommending the Amendment to allow the CC Digital Community Development Corporation to continue their support and maintenance of the wireless network. Attachment: Services Agreement- Proposed Services Agreement — Redline ichael Armst ong Director of MIS , BACKGROUND INFORMATION On December 17, 2008, the CC Digital Community Development Corporation passed a motion to Amend the Services Agreement between the City of Corpus Christi and the CC Digital Community Development Corporation. Motion passed unanimously. —10— 1 AGREEMENT FOR SERVICES BETWEEN THE CITY OF CORPUS CHRISTI AND THE CC DIGITAL COMMUNITY DEVELOPMENT CORPORATION This Agreement is made by and between the City of Corpus Christi, Texas (the "City "), a home rule city under the Constitution of the State of Texas, and the CC Digital Community Development Corporation (the "Corporation "), a non - profit corporation incorporated under the provisions of Subchapter D, Chapter 431, Texas Transportation Code. Recitals The purpose of this Agreement is to further implement the purposes City of Corpus Christi Citywide Integrated Wi -Fi Network described in the City's Resolution No. 026635, passed on January 31, 2006 (the "Resolution "), which authorized creation of the Corporation. The City has invested more than $7 million in infrastructure for the Network and significant additional resources supporting development of the Network The City wishes to utilize the Corporation to focus on implementation of this City project. ARTICLE 1 DEFINITIONS In addition to any other terms defined within this Agreement, the following terms, when used in this Agreement, shall have the meanings ascribed to them below in this Article 1, unless the context clearly requires otherwise. 1.1 Authorized Representative — any officer, agent, employee of or independent contractor retained or employed by either party, acting within the scope of authority given such person by such party. 1.2 City Council — the City Council of the City. 1.21 City Purposes — all of the public purposes recited in Section 1 of the Resolution. 1.3 City Manager — the City Manager of the City, or his designee. 1.4 Commercial Partner — a Partner that uses the Network to offer or deliver goods and services for profit, and shall include but not be limited to ISPs, WISPs, E- Commerce Services, E- Business Services, seat management services, VoIP WiFi Network Services, WiFI AVL 2 Network Services, personal application portal services, text and video news providers, video conferencing providers, online productivity solutions, radio frequency identification, and mobile location tracking. 1.5 Community Partner — a Partner, such as a charity or non -profit group, that uses the network to provide services that implement public purposes of the City. 1.6 Contractor - a person that contracts with the Corporation to provide goods or services to support the Corporation's activities under this Agreement, including but not limited to operation, maintenance, upgrades, expansions, management, portal applications, and other goods or services. 1.7 Educational Partner - a Partner that is a school district, institution of higher education, or other non -profit educational institution located within the boundaries of the City that uses the Network to carry out its educational purposes. 1.8 Facilities — all components of the Network, wireless or wired, equipment or software, necessary to operation of the Network, including but not limited to: a) Wireless Network; Wired Network; portal; fiber, other cable and WiMax backbone; Network Operating Center; Network hardware and equipment; management equipment; routing equipment; switches; Network management software; all network addressing and routing (VLANS, IP route tables, and OSS); b) Network Bandwidth; c) City real property and rights -of -way occupied by cable, equipment, or other apparatus supporting the Network (including rights of ingress and egress); d) the intra -City enterprise network, including components and services used in common to deliver intra -City communications (for example, cellular telephone service) and including connections (wire, fiber, or RF) from the enterprise network to particular City departments, but does not include devices used by City departments, including but not limited to, switching equipment, personal computers, telephones, cellular telephones, printers, faxes, scanners, unique non - enterprise servers, department software, inside plant cabling, traffic signals, and mobile computers; e) office space sufficient to house equipment and personnel necessary to carry out the Corporation's functions under this Agreement; warehouse space sufficient for housing and staging equipment and supplies, and other building space necessary to operations of the Network (along with necessary furnishings), any of which may be provided by the City, through designation by the City Manager, or otherwise acquired by the Corporation; f) the fiber, equipment, and other apparatus depicted in Exhibit A (consisting of one page entitled City Fiber Map and two pages entitled City of Corpus Christi Local and Wide Area Network), attached hereto and incorporated herein; and 3 g) all other property, real or personal, comprising the Network or supporting its operation, as the Network presently exists or may be expanded or upgraded, which may include in the future wireless equipment and software. 1.9 Governmental Partner - a Partner that is the Federal Government, the State of Texas or a governmental subdivision of the State with boundaries inside the City limits of the City that uses the Network to carry out the purposes for which it was created. 1.10 Internet — the global information system that: 1) is logically linked together by a globally unique address space based on the Internet Protocol (IP) or its subsequent extensions /follow -ons; 2) is able to support communications using the Transmission Control (TCP /IP) suite or its subsequent extensions /follow -ons, and /or other IP- compatible protocols; and 3) provides, uses or makes accessible, either publicly or privately, high level services layered on the communications and related infrastructure described herein. 1.11 ISP - Internet Service Provider. 1.112 Local Business — A local business as defined by the Corporation. 1.12 Maintain or Maintenance = to keep up, preserve, and support the condition and existence of. 1.13 Network — The City of Corpus Christi Citywide Integrated Network, a communications network composed of integrated physical and logical elements, including both wireless infrastructure and optical fiber connections, located within the boundaries of the City, that links computers and networks of individuals and of government, academic and private entities within the City, to each other and to the Internet, at a common, publicly - available portal. 1.14 Network Bandwidth — the maximum amount of data that can be transmitted over the Network in a period of time. 1.15 Network Capital Costs — all costs of constructing, expanding and upgrading the Network including payment or reimbursement for labor, services, material and equipment and any other costs incurred in connection with the acquisition, construction, improvement or installation of the improvements and facilities constituting the Network; all incidental costs incurred in connection therewith including the cost of architectural, legal, engineering, appraisal, accounting, financial, consulting, design, statistical, and other professional, technical and supervisory services; all debt service, fees, charges, and expenses incurred in connection with the authorization, preparation, sale, issuance and delivery of bonds or other debt instruments, including all debt service and fees for financial, legal accounting, and other professional services; and all other costs, charges, fees, and expenses related thereto. 1.16 Network Operation and Maintenance Expenses - all expenses incurred in the efficient and economical administration, management and operation and the maintenance of the Network in good repair and operating condition, including the cost of salaries, wages, benefits and other —�3— 4 compensation for Corporation employees; contractual services for any aspect of the administration, management and operation and maintenance of the Network; fees and expenses for professional services; insurance premiums; materials and supplies used in the ordinary course of business, including costs of ordinary and current rentals of equipment, costs of routine repairs, replacements and renewals occurring in the usual course of business, costs of utility services; advertising and public information about the Network; and all other costs and expenses of managing, operating, maintaining and repairing the Network arising in the routine and normal course of business. 1.17 Operate or Operation — to conduct, direct, and manage. 1.18 Partner - a person that is given the right by contract to use the Network to provide products, information, education, and other services to Users in accordance with public purposes of the Network. Partner includes Commercial Partners, Local Government Partners, Community Partners, Educational Partners, Governmental Partners, subgroups of those Partners, and other discrete groups that may be determined by the Corporation. 1.19 Person - an individual, a partnership (limited or general), a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, an individual, or other legal entity or governmental entity. 1.20 User - a person, whether business, residential, or visitor, who shall have free access (as provided in Section 5.4) to the portal of the Network to find and utilize services made available thereon by the City and its Partners. 1.21 Purposes of the Network — all of the public purposes recited in Section 1 of the Resolution. 1.22 VoIP - Voice over Internet Protocol. 1.23 i1 IFi - wireless fidelity. 1.24 WISP — Wireless Internet Service Provider. 1.25 WiMax- Worldwide Interoperability for Microwave Access. ARTICLE 2 TERM This Agreement supercedes the previous agreement between the parties. This Agreement shall be effective upon the last date of execution by a party hereto, and shall continue in effect through July 31, 2013. ARTICLE 3 GRANT BY CITY 3.1 Grant of Facilities. The City hereby grants to the Corporation the exclusive right and authority to Operate, Maintain, extend, upgrade, use and control the Facilities as necessary to —1`�1— 5 accomplish the City Purposes. The City hereby leases to the Corporation all the City's personal property comprising the Facilities, and hereby grants a license to the Corporation to use all the City's real property and interests in real property comprising the Facilities The City Manager is authorized to annually designate specific office, building, and storage space on City property necessary for the Corporation's operations. 3.2 Assignment of Rights. The City hereby assigns and grants to the Corporation the contracts and rights described in Exhibit B, attached hereto and incorporated herein, and all other contracts and rights held by the City necessary to carry out its obligations under this Agreement. The City Manager is authorized to add to Exhibit B any omitted document that is subsequently identified. 3.3 Limit on Grants. The grants in this Article are limited by the City's interest in any particular right or property, and do not purport to grant any greater interest. ARTICLE 3.1 GRANT RELATED TO SPECIFIC CITY FACILITIES 3.1.1 Definitions. "Antennae" means antennae, mounting and attachment hardware, and masts, communications, networking, internet, computer, and radio equipment and certain personal property of Corporation, including, without limitation, equipment panels, cabling, cabinets, emergency power systems and other related personal property that are components of a broadband wireless system. "Antenna Site" means the building rooftops, radio towers, and data center or collocation facility locations listed herein: 1) Radio tower located next to Savage Lane Pump Station, 302 N. Navigation Blvd; 2) Radio tower located next to Fleet Maintenance Building 3B, 5352 Ayers; 3) Radio Tower located next to Holly Road Pump Station, 4800 Holly Road; 4) Radio Tower located next to Flour Bluff Water Tower, 2029 Division Road; and 5) Radio tower located next to 0. N. Stevens Water Treatment Plant, 13101 Leopard Street. "City Poles" means those city -owned poles or structures in the right -of -way used to maintain traffic lights and associated hardware. "Equipment" means radios, antennae, gateways, wires, cables, fibers, filters, amplifiers and other equipment, and switching, processing, monitoring, transmission and distribution components of a broadband wireless system, and upgrades and new and improved technology and devices related thereto "Fiber" means the fiber optic transmission system depicted in Exhibit A 3.1.2 License to Use City Traffic Lights and City Poles. The City hereby grants to the Corporation a license to place Equipment on City Poles. To the extent compatible with public safety, the City Engineer will prepare standard specifications allowing the Corporation to place the Equipment in standard locations with standard methods without further approval. For non - standard installations on City Poles, the City Engineer will prepare a procedure for expeditious review and decision. -18- 6 3.1.3 License to Place Antennae on Antenna Sites. The City hereby grants to the Corporation a license to place Antennae on Antenna Sites subject to appropriate location and attachment requirements as determined by the City Manager or designee. 3.1.4 License to Use City Fiber. The City hereby grants to the Corporation the continuing right to connect to, transmit through and use the fiber optic transmission system depicted in Exhibit A for backhaul purposes ARTICLE 4 PUBLIC SERVICES - PRIORITIES 4.1 City Services. City departments shall utilize the Network to provide improved services at the lowest possible cost to residents. 4.2 Priority of Public Health and Safety. In administering the Network, the Corporation shall give first priority to the delivery of police, fire, emergency medical, emergency management, and other services that directly impact public health and safety, including suspension of all other uses of part or all of the Network until the public safety is restored, if deemed necessary by the City. 4.3 Procedures. The Corporation shall develop appropriate operating procedures for communication and implementation of priorities. 4.4 Third Party Operation. Should the Corporation enter into a third party agreement for Operation of the Network, the Agreement shall require that the priorities in this Article 4 be followed. ARTICLE 5 GENERAL DUTIES OF THE CORPORATION 5.1 Corporation's Duties and Responsibilities. The Corporation shall have the duties and responsibilities set forth in this Article. 5.2 Administration of Network Services Agreement. The Corporation shall Operate and Maintain the Network. 5.3 Network Upgrade and Expansion. The Corporation shall continuously upgrade and expand the Facilities to provide service throughout the City. It will continuously evaluate, plan, and keep the City informed of the future needs of the Network, including new service offerings, and shall manage the implementation of upgrades, expansions, and new services. The Corporation shall update Exhibit A to reflect all modifications. 5.4 Free Access at public hot spots. The Corporation shall assure that access to the Network is free to all customers at the public hot spots. -18- 7 53 Network Available to All. The Corporation shall promote, coordinate, facilitate, produce, and assist in assuring that access to the benefits of the Network is available to customers of all economic means in all geographical areas within the City. In this connection, the Corporation shall, if financially feasible, establish a program to assist economically disadvantaged citizens to purchase equipment necessary to access the Network, and otherwise assist citizens with training and other services to promote digital equity. 5.6 Information about Network. The Corporation shall inform City residents of the Network and services available to them on the Network. The Corporation shall develop and implement a marketing plan, including advertising and other public relations activities. The Corporation shall coordinate with Partners, advertisers, and others to promote full access to the beneficial uses of the Network. 5.7 Training and Assistance. The Corporation may establish training and technical assistance that will enable all residents to utilize the Network, the Community Portal, and the Services available on thereon, subject to funding, and may charge reasonable fees to recover the cost thereof. 5.8 Resource Center. The Corporation shall serve as a resource center for information, materials and equipment relating to use of the Network. 5.9 Network Rules and Regulations. The Corporation shall establish and administer all rules, regulations, policies, and procedures necessary to Operation of the Network. 5.10 Coordination. The Corporation shall coordinate use of the Network by City departments and Partners, and shall resolve any conflicts that may arise between the City and Partners and between Partners. 5.11 Security. The Corporation shall institute reasonable safeguards for the security of the Network, except for public hot spots which are not secure.. 5.12 Privacy. The Corporation shall institute appropriate mechanisms to protect privacy and confidentiality on the Network in accordance with law. 5.13 Small and Local Business Promotion. The Corporation shall explore how the Network can be used to enhance the success of small businesses within the City and to enhance the success of businesses primarily owned by City residents, and may implement programs for that purpose. 5.14 City Purposes. The Corporation shall perform all the duties and responsibilities set forth in this Agreement in accordance with the City Purposes and in accordance with any additional purposes or directives that may be adopted by the City Council. —17— 8 5.15 Improvement to City Efficiency and Services. The Corporation shall use the expertise gained in its operation of the Network to continuously seek to identify technologies and applications that will enable City departments to provide improved services at reduced cost, shall call these to the attention of City management, and shall assist City management in implementing them. City management and the Corporation will work cooperatively and proactively to achieve full benefit of the Network in the delivery of City services. ARTICLE 6 GENERAL POWERS OF THE CORPORATION 6.1 General Powers. The Corporation shall exercise all of its powers necessary or convenient to the performance of the duties and responsibilities set forth in this Agreement. Without limitation on the foregoing exercise of powers, certain specific powers are specified below. 6.2 Contracting. The Corporation shall enter into contracts for design, engineering, construction, procurement, financial, legal, and all other goods and services necessary for its activities under this Agreement. 6.3 Funds and Property. The Corporation may acquire and receive funds and property of any kind for the conduct of its activities under this Agreement, including but not limited to, compensation from Partners, advertising revenues, contributions from the City, purchase, conveyance, lease, gift, grant, bequest, legacy, devise, or otherwise, and may grant, convey, transfer, lease, sublease, license, sublicense, mortgage, encumber and dispose of funds, property, and income there from in furtherance of the Purposes of the Network. The Corporation shall serve as a receiving, holding and disbursing entity for monies intended to promote electronic communications. 6.4 Operational Contracts; Minimal Staff. The Corporation and the City believe that the Corporation can most effectively carry out its duties and obligations under this Agreement by avoiding duplication of resources and by conducting its day -to -day activities through contracts with Persons already possessing experienced staff and resources relevant to needed Network services. Consequently, it is preferred that the Corporation not employ Operational and Maintenance stag rather it is contemplated that the Corporation will carry out its Operational and Maintenance duties and responsibilities through service contracts with private Persons and with the City. The Corporation may employ administrative stag but will work to keep any administrative staff to a minimum. For purposes of this Section 6.4, the term "administrative staff' is limited to general, overall administration and coordination of the Corporation's activities; administrative support to the Corporation's Board of Directors, oversight of Contracts with Partners and Contractors, sales and promotion of Network business, and clerical assistance related thereto. 6.5 Manner and Means. The Corporation shall be solely responsible, in its discretion, for the manner and means by which it carries out its duties and obligations under this Agreement. —18$- 9 6.6 Contracts with Other Cities. For adequate consideration, the Corporation may contract with other cities to participate in the Network , or to provide services to the other cities for the creation and management of similar systems. 6.7 Intellectual Property Rights. The Corporation may develop all intellectual property rights required for the advertisement, promotional activities, marketing and public relations for the Network, the cost of all of which shall be an Operating Expense. Any and all intellectual property rights shall be the sole and exclusive property of the City and the Corporation. 6.8 No Sale of Property or Encumbrances. Except as provided in this Agreement, the Corporation shall have no authority to sell or otherwise alienate the Facilities owned by the City, and may not create, assume or suffer to exist any mortgage, pledge, lien, charge, security interest, or other encumbrance against the Facilities or the Network, without the written consent of the City. ARTICLE 7 AGREEMENTS WITH PARTNERS 7.1 Contracts with Partners. Based on the City Council's determination that participation of Partners in the Network will multiply the benefits of the Network, the City directs and authorizes the Corporation to negotiate and enter into license contracts for use of the Network by Commercial Partners, Local Business Partners, Community Partners, Educational Partners, and Governmental Partners, and other Partners that may be determined by the Corporation, where such contracts will advance the City Purposes. The Corporation may enter into one agreement with members of a Partner group or may enter into an agreement with one member that represents the interests of a Partner group, where the Corporation determines that such an arrangement would best serve the Purposes of the Network The Corporation shall actively seek Partners whose participation is especially likely to enhance jobs and economic development in the community. The term "Partner" shall not include a legal relationship with the City or Corporation in the nature of a partnership as a business entity. 7.2 Partner Contract Provisions. All contracts with Partners shall provide: 1) substantially similar terms and conditions for all Partners similarly situated; 2) terms and conditions for Partners later joining the Network that place them in as equal a position as possible with those joining earlier; 3) a five year term, unless the Partner contributes assets that justify a longer term; 4) compliance with all rules, regulations, and policies governing the Network; 5) indemnity of the City and the Corporation from responsibility for any action of Partners; 6) appropriate insurance for Partners naming the City and the Corporation as additional insureds; 7) appropriate performance security; 8) disclaimer of any liability of the City or the Corporation for any actions of Partners or disputes between Partners and their constituents or customers; 9) acknowledgement by the Partner that the Corporation and the City shall have no responsibility for content provided by the Partner or its users; 10) for assignment to the City; 11) no City liability for acts and omissions of the Corporation; 12) termination of contract as only - ?9- 10 remedy for a judicial determination or new legislation that City or Corporation lacks authority with respect to any aspect of the Network; 13) reference to the priorities in Article 4; 14) acknowledgement of open meetings and records laws; 15) provisions to protect proprietary information of Partners; and, 16) other provisions determined appropriate by the Corporation. 7.3 Commercial Partners. Contracts with Commercial Partners shall provide for fair compensation to the public for value received through use of the Network bandwidth, which may include advancement of local economic development. 7.4 Community Partners. Contracts with Community Partners shall provide for fair compensation to the public for value received through use of Network bandwidth, which may be fulfilled by a commitment by each Partner to deliver services that carry out public purposes of the City. 7.5 Educational Partners. Contracts with Educational Partners shall provide for payment based on allocation of Network Capital Costs and Network Operational and Maintenance Costs; provided, less than a full allocation may be charged by the Corporation to serve the purposes of the Network. 7.6 Governmental Partners. Contracts with Governmental Partners shall provide for payment based on allocation of Network Capital Costs and Network Operational and Maintenance Costs; provided, less than a full allocation may be charged by the Corporation to serve the Purposes of the Network. 7.7 Form of Contracts. The Corporation shall develop forms of contracts to be used for similarly situated groups of Partners. 7.8 Equal Access for Partners. Subject to Network bandwidth capacity, contracts shall be offered without unreasonable discrimination to similarly situated Partners. The Corporation shall continuously monitor the adequacy of Network Bandwidth to meet the needs of the City and Partners for speed and reliability, and shall establish a planning methodology for determining the timing of upgrades and expansions to maintain the Network functioning. 7.9• City Departments Not Partners. While City departments will utilize the Network, they will not be considered Partners under this Article. The Corporation will enter into a separate, annual contract with the City to govern City use of the Network, services and property to be provided by the City, and other matters necessary to the Corporation's administration of the Network. ARTICLE 8 PROCUREMENT CONTRACTS 8.1 Authorization for Procurement Contracts. The Corporation is authorized to contract with Contractors for the procurement of all goods, services, and property necessary or convenient to operate, maintain, expand, and upgrade the Network, including but not limited to construction, installation, equipment, facilities, professional services, leases, licenses, fiber, and 11 real or personal property. The Corporation will use the procurement process the Board deems most economical, efficient, and advantageous for the Network. 8.2 Adverse Actions Regarding Bonds. To the extent the Corporation is given control of monies derived from or Facilities financed through obligations, the interest on which is intended to be excludable from the income of the holders thereof for federal income tax purposes, the Corporation shall take all actions necessary to ensure that the interest payable on the obligations is and remains excludable from the income of the holders thereof under the Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder. 8.3 Bonds To Be Approved By City. The Corporation may not issue bonds, notes or other debt obligations extending beyond the current fiscal year without approval of the City Council by resolution. Provided, however, the Corporation may enter into contracts not exceeding five years without such approval for equipment maintenance, installment leases or purchases, or similar contracts deemed by the Corporation to conform to good business practices. ARTICLE 9 INITIAL FUNDING AND STAFFING In order to implement the Network at the earliest possible time, the City may advance funds prior to the fiscal year commencing August 1, 2006, as it deems necessary, as start up costs to operate the Network as provided in this Agreement, and shall provide staffing for the Corporation through the corporate officers identified in the Corporation's Bylaws and their designees. The Corporation shall develop a plan for reimbursing the City for the start up costs including the actual staff costs of the City, and reimbursement shall be implemented as part of the Corporation's annual budget submission under Article 11. No reimbursement for cost of City staff shall be made until the City presents an itemized invoice to the Corporation. The Corporation Board may review the invoice, and request any reduction believed appropriate. After considering any request by the Corporation Board, the City Council's determination of the amount of the invoice shall be final. ARTICLE 10 FUNDING OF NETWORK AND CORPORATION ACTIVITIES 10.1 City Funding and Support. Each year, through the term of this Agreement, the City will pay the Corporation in consideration of the Corporation's obligations as provided in this Agreement, funds as provided in the City's annual operating budget. After the first fiscal year, the City may continue such support on a declining basis, as it deems necessary. If revenues are available, these additional contributions will be reimbursed to the City under a mutually - agreed repayment schedule. The City's contributions will be reflected each year in the Corporation's budget. After the first five years, the City and the Corporation will renegotiate support that may be provided by the City. 12 10.2 Funding Sources. It is expected that the Network will be supported by payments from the City as described in Section 10.1, payments from Partners for their usage of the Network, and by advertising revenues. The Corporation may institute other funding such as fees for communication- enhanced services, use of infrastructure assets, and other services and assets. The Corporation is authorized to seek funding from other sources such as government or foundation grants and loans. The City may, at its discretion, contribute additional funding. Funds received by the Corporation may only be used for the purpose of fulfilling its obligations under this Agreement. 10.3 Negotiation of Payments. The Corporation shall negotiate payments from Local Government Partners, Educational Partners, Government Partners, Community Partners, and other Partners for use of the Network that are calculated to reimburse the Corporation for Network Capital Costs and Network Operation and Maintenance Costs, and shall negotiate payments from Commercial Partners that reflect market value of their use of the Network. Payments shall be without unreasonable discrimination to similarly- situated Partners. 10.4 Obligations Subject to Available Funds. The obligations of the Corporation under this Agreement, including upgrades and maintenance, are subject to available revenues. The Corporation will endeavor to fund its obligations from revenues generated through operation of the Network. However, if necessary for it to carry out all of the duties and responsibilities required of it in Article 5, the Corporation shall request the City to contribute funding in addition to the City's payment described in Section 10.1. A request for such additional funding shall be made as part of the Corporation's annual budget submission pursuant to Article 11, shall identify and fully describe the duties and responsibilities that will not be fulfilled without the contribution, and shall provide an estimate of cost savings to City operations from the activity funded that may offset the additional contribution. If it is expected that future Corporation revenues will be sufficient to reimburse the requested contribution, the request will include a schedule for reimbursing the City for its additional contribution. All obligations of the City under this Agreement are subject to appropriation for each fiscal year. ARTICLE 11 ANNUAL BUDGET 11.1 Fiscal Year. The Corporation shall use the same fiscal year as the City. 11.2 Submission of Budget to City. Each year, by the date requested in writing by the City Manager, the Corporation shall submit its proposed operating budget to the City Manager, who shall forward it to the City Council for inclusion in the City operating budget. City prepares the capital budget as needed for Network improvements. 11.3 Reimbursements to City. The budget shall provide for reimbursement to the City, as provided elsewhere in this Agreement, for advances of funding and services furnished by the City. 13 11.4 Approval by City. The Corporation's proposed operating budget will be reviewed and approved or modified by the City Council during the City's regular budget process. The budget, as approved or modified by the City Council shall be final. 11.5 Operations within Budget. The Corporation shall operate and manage the Network within the overall limits of the approved budget. ARTICLE 12 INDEMNIFICATION 12.1 Definitions for Article. The following terms, as used in this Article 12, shall have the following meanings: a) "City" includes the officers, employees, and agents of the City, as well as the City. b) "Claims" means all damages, losses, injuries, liabilities, penalties, disbursements, costs, charges, assessments, and expenses (including attorneys' fees, experts' fees and expenses incurred in investigating, defending, or prosecuting any litigation or proceeding), assertions, demands, litigation, suits, proceedings, causes of action (whether in tort or contract or in law or at equity), or judgments. c) "Defend" means to provide and pay for the legal defense of the City against a Claim with counsel reasonably acceptable to the City. d) "Indemnify" means to protect the City against a potential Claim and/or to compensate the City for a Claim actually incurred. e) "Waive" means to knowingly and voluntarily relinquish a right and /or to release another party from liability in connection with a Claim. 12.2 INDEMNITY BY CORPORATION. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE CORPORATION SHALL INDEMNIFY AND DEFEND THE CITY AGAINST ALL CLAIMS ARISING, OR ALLEGED TO ARISE, FROM THE CORPORATION'S (1) PERFORMANCE OF ITS DUTIES AND OBLIGATIONS UNDER THIS AGREEMENT, (2) BREACH OF THIS AGREEMENT, OR (3) VIOLATION OF OR FAILURE TO COMPLY WITH APPLICABLE LAW. THIS OBLIGATION TO INDEMNIFY AND DEFEND WILL NOT BE AFFECTED BY THE ACTIVE OR PASSIVE ORDINARY NEGLIGENCE OF THE CITY, WHETHER OR NOT LIABILITY WITHOUT FAULT OR STRICT LIABILITY IS IMPOSED OR SOUGHT TO BE IMPOSED ON THE CITY. 12.3 WAIVER BY CORPORATION. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE CORPORATION WAIVES ALL CLAIMS THAT IT MAY HAVE AGAINST THE CITY FOR CLAIMS ARISING, OR ALLEGED TO ARISE, FROM THE CITY'S (1) PERFORMANCE OF ITS DUTIES AND OBLIGATIONS UNDER THIS AGREEMENT, (2) BREACH OF THIS AGREEMENT, OR (3) VIOLATION OF OR FAILURE TO COMPLY WITH APPLICABLE LAW. THIS WAIVER WILL NOT BE AFFECTED BY THE ACTIVE OR PASSIVE ORDINARY NEGLIGENCE OF THE CITY, WHETHER OR NOT LIABILITY WITHOUT FAULT OR STRICT LIABILITY IS IMPOSED OR SOUGHT TO BE IMPOSED ON THE CITY. 14 12.4 General Scope of Indemnities and Waivers. The Indemnities, Waivers, and obligations to Defend in this Article 12 are independent of and will not be limited by each other or any insurance obligations in this Agreement (whether or not complied with), and will survive the Contract Expiration Date until all related Claims against City are fully and finally barred by applicable law. ARTICLE 13 INSURANCE 13.1 Insurance Maintained by Corporation. The Corporation shall obtain and maintain in effect the following policies of insurance: a) Workers' Compensation. Such workers' compensation insurance coverage as may be required by law or deemed prudent by the Corporation, including at least $100,000 Bodily Injury by Accident each Accident, $100,000 Bodily Injury By Disease each employee, and $500,000 Bodily Injury by Disease Policy Limit; b) Commercial General Liability. Commercial general liability insurance with a limit of at least $1,000,000 Combined Single Limit insuring against all liability of the Corporation and its Authorized Representatives arising out of and in connection with the Corporation's duties and obligations under this Agreement. c) Commercial Business Automobile Liability. At least $1,000,000 Combined Single Limit arising out of the operation, maintenance or use of owned and non -owned automobiles or other vehicles. d) Umbrella Liability. At least $2,000,000 per occurrence of umbrella liability coverage written on an occurrence basis; e) Professional Liability. At least $1,000,000 per claim and $1,000,000 aggregate; f) Crime and Fidelity Coverage. At least $500,000 per occurrence of coverage for 1) employee dishonesty, 2) forgery or alteration, 3) theft, disappearance and destruction, 4) robbery and safe burglary, and 5) computer fraud; and g) Other Coverages. Such other insurance coverages as may be required by the City's Director of Risk Management. The form of the above insurance policies shall be subject to review and approval by the City's Director of Risk Management. Said Director may modify the requirements for coverage provided herein based on review of risks and market conditions. 13.2 Insurance Requirements. All insurance required under this Agreement shall be issued by insurance companies licensed to do business in the State of Texas with the financial rating of at least A -7 status as rated in the most recent edition of Best's Insurance Reports, shall be issued as a primary policy, shall contain an endorsement requiring sixty (60) days written notice from the insurance companies to the City and the Corporation before cancellation, non - renewal, termination, or change in the coverage, scope or amount of any policy, and shall name the City as an additional insured. Each policy shall be evidenced by a certificate of insurance. A certificate of insurance and a copy of each policy shall be provided to the Director. The form and substance of each certificate and policy must be acceptable to the Director. —f$— 15 13.3 Waiver of Subrogation. The parties release each other and their respective Authorized Representatives from any claims for damage to any person, the Network, the Facilities or any or any other real or personal property of the City or the Corporation that are caused by or result from risks insured against under any insurance policies required or permitted to be carried by the parties under this Agreement. The parties agree to cause the issuers of the insurance policies required to be maintained by them hereunder to include waivers of the rights of recovery and subrogation. 13.4 Property Insurance. The City shall maintain a policy of commercial property insurance on the Facilities. If the facilities, or part thereof, are damaged or destroyed, the City will determine whether repairs and restoration are practicable and feasible and will inform the Corporation in writing of its decision within 120 days following the date of such damage or destruction. If a decision is made to repair and restore the Facilities, the Corporation shall submit a revised budget to the City for approval based on the changed circumstances. A decision by the City to not repair and restore the Facilities shall constitute termination of this Agreement. All proceeds of any property insurance paid for by the City shall be the exclusive property of the City. ARTICLE 14 DEFAULT AND REMEDIES 14.1 Events of Default. The occurrence of any of the following events shall constitute an "Event of Default" by the Corporation under this Agreement. a) Failure of the Corporation to comply with any term, condition or covenant of this Agreement, and the continuation of that failure for a period of thirty (30) days after the City's delivery of written notice thereof to the Corporation; b) The filing of a petition by or against the Corporation (1) in any bankruptcy or other insolvency proceeding; (2) seeking any relief under any state or federal debtor relief law; or (3) for the appointment of a liquidator or receiver for all or substantially all of the Corporation's property or for the Corporation's interest in this Agreement; or c) The assignment or transfer of this Agreement or any of the Corporation's rights or interest therein, whether by voluntary assignment, involuntary transfer or operation of law, without the prior written approval of the City Council. 14.2 Remedies. On the occurrence of an Event of Default, the City may pursue any one or more of the following remedies, without any notice or demand whatsoever, except as otherwise indicated: a) Terminate this Agreement by giving written notice of termination to the Corporation, in which event the Corporation shall immediately surrender the Facilities to the City. b) Re -enter the Facilities without terminating this Agreement, and, without being liable for any damages, whether caused by the negligence of the City or otherwise, and do whatever the Corporation is obligated to do under this Agreement. ARTICLE 15 16 MISCELLANEOUS PROVISIONS 15.1 Books. The Corporation shall maintain books of account with respect to its management and operation of the Network in accordance with generally accepted accounting principles applicable to the Corporation. 15.2 Audit. The Corporation shall be subject to the annual audit contracted by the City, and shall reimburse the City for the audit expenses related to the audit of the Corporation. 15.3 Reports to City. The Corporation shall provide written periodic reports as requested by the City Council, describing the Corporation's performance of obligations under this Agreement, including actual and projected expenses and revenues, and shall promptly provide such additional information as may be requested by the City Manager or City Council at any time. The reports shall include a section jointly developed by the Corporation and the City Manager describing usage by City departments of the Network, and the reductions in cost and improvements in services resulting therefrom. The Corporation shall make presentations at City Council meetings as may be requested by the City Council. 15.4 Advisory Committees. The Corporation may establish an advisory committee or committees composed of discrete Partner groups to receive their input and recommendations about the design and operation of the Network, and may include other groups with a particular interest in the operation of the Network. 15.5 Open Meetings and Records. The Corporation shall comply with the Texas Open Meetings Act and Public Information Act. 15.6 Compliance with Laws. The Corporation shall comply with all applicable federal, state, and local laws and regulations. 15.7 Discrimination Prohibited. The Corporation shall not discriminate against any employee or applicant for employment in violation of federal, state or local law because of age, race, creed, sex, color, disability, or national origin, and shall take affirmative action to ensure that any employee or applicant for employment is afforded equal employment opportunities without discrimination because of age, race, creed, sex, color or national origin. Such action shall be taken with reference, but not be limited to, recruitment, employment, job assignment, promotion, upgrading, demotion, transfer, layoff or termination, rates of pay or other forms of compensation in selection for training or retraining, including apprenticeship and on the job training. Subject to compliance with such obligations, and other obligations under this Agreement, the Corporation shall have plenary power with respect to the hiring and discharge of its employees. 15.8 Minority Participation. The Corporation shall comply with applicable City minority, women and disadvantaged business enterprise policies in performing Corporation's obligations hereunder, which policy consists of an obligation on the part of the Corporation to use its reasonable efforts to achieve a level of minority participation in the Corporation's —2366- 17 employment practices and in respect to contractual relations for the provision of goods and services for the Network. 15.9 Assignment. The Corporation shall not voluntarily assign or encumber its interest in this Agreement without first obtaining the City's written consent. 15.10 Obligations of Corporation Not Obligations of City. The obligations of the Corporation shall not be those of the City unless expressly assumed by the City in writing through authorized action. 15.11 Economic Development Program. The City Council declares that the creation of the Network and the duties and responsibilities of the Corporation with respect thereto as described in this Agreement are pursuant to a program to promote state and local economic development and to stimulate business and commercial activity in the City established by the City Council pursuant to Section 380.001, Texas Local Government Code. 15.12 Assumption of Powers and Duties. Pursuant to Texas Transportation Code Section 431.104, the City Council may assume the powers and duties of the Corporation; upon assumption the City shall assume the assets and liabilities of the Corporation. 15.13 Income of Corporation. Pursuant to Texas Transportation Code Section 431.107, the City is entitled at any time to receive any income earned by the Corporation that is not needed to pay the Corporation's expenses or obligations. The eamings of the Corporation may not benefit a private interest. 15.14 Relocation of Facilities. The City reserves the right to construct, maintain, and modify City -owned property for City operations, including but not limited to street improvements. Upon reasonable, written notice by the City, the Corporation shall temporarily or permanently remove, relocate, change, or alter the Facilities as required by the City. The required work shall be at the Corporation's expense. 15.15 Notices. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and deemed to have been duly given if and when delivered personally (with receipt acknowledged) or otherwise actually received by the intended recipient, or three (3) days after mailing the same (by certified mail, return receipt requested) with proper postage prepaid, or when sent by a national commercial courier service (such as Federal Express, UPS, or DHL) for expedited delivery, to be confirmed in writing by such courier, or when telecopied, telegraphed or telexed to a party, at such party's address set forth below or at such other address as a party may designate by notice given to the other in accordance with the foregoing. To the City: City Manager City of Corpus Christi 1201 Leopard P.O. Box 9277 18 Corpus Christi, Texas 78469 -9277 Phone: 361/880 -3220 Fax: 361/826 -3839 To the Corporation Chairman of the Board of Directors c/o Armando Chapa, Secretary CC Digital Community Development Corporation 1201 Leopard P.O. Box 9277 Corpus Christi, Texas 78469 -9277 Phone: 361/880- 826 -3105 Notice shall, in all events, be effective upon receipt by the addressee except that notice by facsimile electronic transmission shall, if received after 5:00 p.m. or any day which is not a business day, be deemed received on the next following business day. 15.16 Amendments. This Agreement may be amended only by a written instrument signed by both parties. The City Manager is authorized to agree, on behalf of the City, to administrative amendments that do not change the substance of this Agreement. 15.17 Title and Captions. All articles or section titles or captions in this Agreement are for convenience of reference only. They shall not be deemed to be part of this Agreement or to in any way define, limit, extend, or describe the scope or intent of any provision of this Agreement. Except as specifically otherwise provided, reference to "Articles" and "Sections" are to Articles and Sections to this Agreement. 15.18 Pronouns and Plurals. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. 15.19 Applicable Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of Texas. The district courts ofNueces County, Texas shall be the exclusive place of venue for any disputes arising under or with respect to this Agreement. 15.20 No Third Party Beneficiaries. This agreement is entered into solely for the benefit of the City and the Corporation, and is not intended and shall not be construed as a contract for the benefit of any third party, including, without limitation, any User, Contractor, employee or Partner. 15.21 Severability. Each provision of this Agreement shall be considered severable and, if for any reason, any such provision or any part thereof, is determined to be invalid and contrary to any existing or future applicable law, such invalidity shall not impair the operation of or affect those portions of this Agreement that are valid, but this Agreement shall be construed and -2 19 enforced in all respects as if the invalid or unenforceable provision or part thereof had been omitted. 15.22 Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes all prior and contemporaneous agreements and understandings, oral or otherwise, among the parties with respect to the matters contained in this Agreement and may not be modified or amended except as set forth in this Agreement. By mutual agreement of the City and the Corporation, the previous Agreement for Services Between the City of Corpus Christi and the CC Digital Community Development Corporation is hereby terminated. (Execution page and Exhibit A and Exhibit B follow) 20 Executed in duplicate originals on this the day of , 2009. CITY OF CORPUS CHRISTI By: Date: `Angel R. Escobar, City Manager Attest: Armando Chapa, City Secreatry Approved as to legal form: By: Lisa Aguilar, Assistant City Attorney for the City Attomey CC DIGITAL COMMUNITY DEVELOPMENT CORPORATION By: Date: `Angel R. Escobar, President -3%- 21 EXHIBIT A DEPICTION OF FACILITIES 22 EXHIBIT B ASSIGNED CONTRACTS AND RIGHTS Wi -Fi Facility License Agreement Between AEP — Texas Central Company and City of Corpus Christi, approved by City Council April 25, 2006, as amended by Amendment Number 1 executed on May 29, 2008.. -2Z- 1 AGREEMENT FOR SERVICES BETWEEN THE CITY OF CORPUS CHRISTI AND THE CC DIGITAL COMMUNITY DEVELOPMENT CORPORATION This Agreement is made by and between the City of Corpus Christi, Texas (the "City"), a home rule city under the Constitution of the State of Texas, and the CC Digital Community Development Corporation (the "Corporation "), a non - profit corporation incorporated under the provisions of Subchapter D, Chapter 431, Texas Transportation Code. Recitals The purpose of this Agreement is to further implement the purposes City of Corpus Christi Citywide Integrated Wi -Fi Network described in the City's Resolution No. 026635, passed on January 31, 2006 (the "Resolution "), which authorized creation of the Corporation. ,The City has invested more than $7 million in infrastructure for the Network and significant additional resources supporting development of the Network The City wishes to utilize the Corporation to focus on implementation of this City project. ARTICLE 1 DEFINITIONS In addition to any other terms defined within this Agreement, the following terms, when used in this Agreement, shall have the meanings ascribed to them below in this Article 1, unless the context clearly requires otherwise. 1.1 Authorized Representative — any officer, agent, employee of or independent contractor retained or employed by either party, acting within the scope of authority given such person by such party. 1.2 City Council — the City Council of the City. 1.21 City Purposes — all of the public purposes recited in Section 1 of the Resolution. 1.3 City Manaxer— the City Manager of the City. or his designee. 1.4 Commercial Partner — a Partner that uses the Network to offer or deliver goods and services for profit, and shall include but not be limited to ISPs WISPS, E- Commerce Services E- Business Services, seat management services VoIP WiFi Network Services, WiFI AVL C:\DOCUME-1 \John\ LOCALS -1 \Temp\AggreelnentBetweenC itvAndCororation Draft prepared January 15,2009.doq -33- -� Formatted: Left: 1 ", Right: 1" Deleted: The City and the Corporation have determined that the objectives of the Resolution can be most expeditiously and securely realized through a sale of the wireless assets of the Network to EarthLiak, Inc. ( "EanhLink'). a private sector company with the requisite expertise and resources to promptly undertake operation of a full -service Network, and the execution ofa Network Services Agreement (the "NSA ") between EanhLink and the Corporation.' 1 - The City wishes accordingly to change the role of the Corporation to oversee compliance with the NSA Services Agreement and to manage the Wired Network, the Community Ponal, and related activities described hereunder.' 1 Deleted: .1.3 ay Manager —the City Manager of the City, or his designee.' 1 Deleted: H:\LEG- DIRt[.isav2008 CCDCDC'AgreemenlaetweenCityAnde npomion Draft prepared January 15, 2009.doc 2 Network Services personal application portal services text and video news providers, video conferencing providers, online productivity solutions radio frequency identification and mobile location tracking. 1.5 Conununity Partner — a Partner, such as a charity or non - profit group, that uses the network to provide services that implement public purposes of the City. 1.6 Contractor - a person that contracts with the Corporation to provide goods or services to support the Corporation's activities under this Agreement, including but not limited to operation, maintenance, upgrades, expansions, management, portal applications, and other goods or services. 1.7 Educational Partner - a Partner that is a school district, institution of higher education, or other non - profit educational institution located within the boundaries of the City that uses the Network to carry out its educational purposes. 1.8 Facilities — all components of the JJetworlaiireless or wired eg�iRment or software necessary to operation of the Network,jncludingbut not limited to: a) Wireless Network; Wired Network; portal; fiber, other cable and WiMax backbone; Network Operating Center;,Network hardware and equipment; man_a_gument equipment_ - -- routing equipment; switches; Network management software; all network addressing and routing (VLANS, IP route tables, and OSS); b) Network Bandwidth; c) City real property and rights -of -way occupied by cable, equipment, or other apparatus supporting the,Network (including rights of ingress and egress); d) the intra -City enterprise network, including components and services used in common to deliver intra -City communications (for example, cellular telephone service) and including connections (wire, fiber, or RF) from the enterprise network to particular City departments, but does not include devices used by City departments, including but not limited to, switching equipment, personal computers, telephones, cellular telephones, printers, faxes, scanners, unique non - enterprise servers, department software, inside plant cabling, traffic signals, and mobile computers; e) office space sufficient to house equipment and personnel necessary to carry out the Corporation's functions under this Agreement; warehouse space sufficient for housing and staging equipment and supplies, and other building space necessary to operations of the J' etwork (along with necessary furnishings), any of which may beprovided by the City, through designation by the City Manager, or otherwise acquired by the Corporation; 0 the fjbere equipment, and other apparatus depicted in Exhibit Agnd Deleted: City's Wired Deleted: (the "Wired Network "), including cabling, equipment or software Deleted: for its operation, Deleted:¶ Deleted: wired _ - 4 Deleted: Wired 1 Deleted: Wired Deleted: F Deleted: Network Deleted: (consisting of one page entitled City Fiber Map and two pages entitled City of Corpus Christi Local and Wide Area Network), attached hereto and incorporated herein; Deleted: 1 { Formatted: Font: 10 pt a/' 1 H:\LGG- DIR \Lisa\2008 CCDCDC \AereeenentBetreeenCicvAndCor� oration Draft redlined March 71 2009 doc _ a -34- 1 3 g) all other property, real or personal, comprising the Network or supporting its operation, as the jVetworkpresently exists or may be expanded or upggraded, which may include in the future wireless equipment and software. 1.9 Governmental Partner - a Partner that is the Federal Government, the State of Texas or a governmental subdivision of the State with boundaries inside the City limits of the City that uses the Network to carry out the purposes for which it was created. 1.10 Internet— the global information system that: 1) is logically linked together by a globally unique address space based on the Internet Protocol (IP) or its subsequent extensions/follow -ons; 2) is able to support communications using the Transmission Control (TCP /IP) suite or its subsequent extensions/follow -ons, and/or other IP- compatible protocols; and 3) provides, uses or makes accessible, either publicly or privately, high level services layered on the communications and related infrastructure described herein. 1.11 ISP - Internet Service Provider. 1.112 Local Business — A local business as defined by the Corporation. 1.12 Maintain or Maintenance — to keep up, preserve, and support the condition and existence of. 1.13 Network ;The City of Corpus Christi Citywide Integrated Network, a communications network composed of integrated physical and logical elements. including both wireless infrastructure and optical fiber connections, located within the boundaries of the City, that links computers and networks of individuals and of government, academic and private entities within the City, to each other and to the Internet, at a common, publicly- available portal. 1.14 Network Bandwidth— the maximum amount of data that can be transmitted over the Network in a period of time. 1.15 Network Capital Costs — all costs of constructing, expanding and upgrading the Network including payment or reimbursement for labor, services, material and equipment and any other costs incurred in connection with the acquisition, construction. improvement or installation of the improvements and facilities constituting the Network; all incidental costs incurred in connection therewith including the cost of architectural, legal, engineering, appraisal, accounting financial consulting design. statistical and other professional, technical and supervisory services: all debt service fees charges, and expenses incurred in connection with the authorization preparation sale issuance and delivery of bonds or other debt instruments, including all debt service and fees for financial. legal accounting, and other professional services' and all other costs charges fees. and expenses related thereto. 1.16 Network Operation and Maintenance Expenses - all expenses incurred in the efficient and economical administration, management and operation and the maintenance of the Network in good repair and operating condition including the cost of salaries, wages, benefits and other C:\DOCUME --1 \John \LOCALS -1 \ Temp\ Agree3rentBetweenCitvAndCorporation Draft prepared January 15, 2009.do; -35- - - Deleted: Wired - Deleted: Wired - - Deleted: • Deleted: Provided. however. specifically excluded from the definition of "Facilities' are any of the "Assets" conveyed to EarthLmk in the Asset Purchase Agreement.' 1 Deleted: the wireless mesh communications network conveyed by the City to EanhLink in the Asset Purchase Agreement.1 Deleted: H:V.EC.DIR\Lisat2008 CCDC DMgreementaetweenCityAndC orparation Dm0 prepared January 15. 2009.doc compensation for Corporation employees• contractual services for any aspect of the administration, management and operation and maintenance of the Network• fees and expenses for professional services• insurance premiums• materials and supplies used in the ordinary course of business, including costs of ordinary and current rentals of equipment, costs of routine repairs, replacements and renewals occurring in the usual course of business costs of utility services• advertising and public information about the Network• and all other costs and expenses of managing, operating, maintaining and repairing the Network arising in the routine and normal course of business. 1.17 Operate or Operation — to conduct, direct, and manage. 1.18 Partner - a person that is given the right by contract to use the Network to provide products, information, education, and other services to Users in accordance with public purposes of the Network,. Partner includes Commercial Partners Local Government Partners, Community Partners, Educational Partners, Governmental Partners, subgroups of those Partners, and other discrete groups that may be determined by the Corporation. 1.19 Person - an individual, a partnership (limited or general), a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, an individual, or other legal entity or governmental entity. 120 User - a person, whether business, residential, or visitor, who shall have free access (as provided in Section 5.4) to the portal of the Network to find and utilize services made available thereon by the City and its Partners. 1.21 Purposes of the Network — all of the public purposes recited in Section 1 of the Resolution. 1.22 VoIP - Voice over Internet Protocol. 113 Tf iFi - wireless fidelity. 1.24 WISP— Wireless Internet Service Provider. 125 WiMax- Worldwide Interoperability for Microwave Access. ARTICLE 2 TERM _ - - Cpeleted: Conuwnity Portal This Agreement supercedes the previous agreement between the parties, This Agreement shall be effective upon the last date of execution by a party hereto, and shall continue in effect through July 31, 2013. , ARTICLE 3 GRANT BY CITY 3.1 Grant of Facilities. The City hereby grants to the Corporation the exclusive right and authority to Operate, Maintain, extend, upgrade, use and control the Facilities as necessary to C:\DO CUME -1 \John \LOCALS -1 \ Temp\ AgreetentBetweenCityAndCorporation Draft prepared January 15, 2009.doc, -36- -( Deleted: City Purposes Deleted: .1.23 Formatted: Bullets and Numbering Formatted: Font: Not Bold, Not Italk Deleted: on the Effective Date of the NSA and shall continue in effect until termination or expiration of the NSA. Deleted: n:UEG- DIR\Lisa12008 CCD :DCWgreencnlletweeoCityMdC orporsion Daft prepared January 15. 2009.doc 5 accomplish the City Purposes. The City hereby leases to the Corporation all the City's personal property comprising the Facilities, and hereby grants a license to the Corporation to use all the 1 City's real property and interests in real property comprising the Facilities, The City Manager is authorized to annually designate specific office, building, and storage space on City property necessary for the Corporation's operations. 3.2 Assignment of Rights. The City hereby assigns and grants to the Corporation the contracts and rights described in Exhibit B, attached hereto and incorporated herein, and all other contracts and rights held by the City necessary to carry out its obligations under this Agreement. The City Manager is authorized to add to Exhibit B any omitted document that is subsequently identified. 3.3 Limit on Grants. The grants in this Article are limited by the City's interest in any particular right or property, and do not purport to grant any greater interest. ARTICLE 3.1 GRANT RELATED TO SPECIFIC CITY FACILITIES 3.1.1 Definitions. "Antennae" means antennae, mounting and attachment hardware, and masts, communications, networking, internet, computer, and radio equipment and certain personal property of Corporation, including, without limitation, equipment panels, cabling, cabinets, emergency power systems and other related personal property that are components of a broadband wireless system. "Antenna Site" means the building rooftops, radio towers, and data center or collocation facility locations listed herein I) Radio tower located next to Savage Lane Pump Station, 302 N. Navigation Blvd; 2) Radio tower located next to Fleet Maintenance Building 38, 5352 Ayers. 3) Radio Tower located next to Holly Road Pump Station 4800 Holly Road; 4) Radio Tower located next to Flour Bluff Water Tower, 2029 Division Road: and 5) Radio tower located next to O. N. Stevens Water Treatment Plant, 13101 Leopard Street. "City Poles" means those city -owned poles or structures in the right -of -way used to maintain traffic lights and associated hardware, "Equipment" means radios, antennae, gateways, wires, cables, fibers, filters, amplifiers and other equipment, and switching, processing, monitoring, transmission and distribution components of a broadband wireless system, and upgrades and new and improved technology and devices related thereto. "Fiber" means the fiber optic transmission system depicted in Exhibit A, 3.1.2 License to Use City Traffic Lights and City Poles. The City hereby grants to the Corporation a license to place Equipment on City Poles. To the extent compatible with public safety, the City Engineer will prepare standard specifications allowing the Corporation to place the Equipment in standard locations with standard methods without further approval. For non - standard installations on City Poles, the City Engineer will prepare a procedure for expeditious review and decision. , C:\DOCUME- 4\John \LOCALS -1\ Temp\ AgreeflentBetweenCityAndCorporation Draft prepared January 15, 2009.doct -37- Deleted: , and grams the Corporation the right to sublease msub- license its rights bs these to EanhLink as the Corporation deems necessary to meet its obligations under the NSA. Deleted: NETWORK SERVICES AGREEMENT, _ , -{ Deleted: in Schedule 3.6 to the NSA Deleted: has the meaning defined in Section 3.1 of the NSA., Deleted: described in Exhibit Schedule 3.7to the NSA. Deleted: The City hereby grants to the Corporation the right to grant to EanhLmk a sublicense oftbe rights granted in this paragraph substantially in the substance and form set forth in Exhibit C to the NSA., Deleted: H:V.EG.DIRtisai2008 CCDCDCAgeene tBet eenCityAndC orpuaion Drat prepared January I5, 2009.doc 6 3.1.3 License to Place Antennae on Antenna Sites. The City hereby grants to the Corporation a license to place Antennae on Antenna Sites subject to appropriate location and I attachment requirements as determined by the City Manager or designee., 3.1.4 License to Use City Fiber. The City hereby grants to the Corporation the continuing right to connect to, transmit through and use the fiber optic transmission system depicted in Exhibit A for backhaulpurpose%. ARTICLE 4 PUBLIC SERVICES - PRIORITIES 4.1 City Services. City departments shall utilize pie Networl4to provide improved services at the lowest possible cost to residents. 4.2 Priority of Public Health and Safety. In administering the j'Ietworl, the Corporation shall give first priority to the delivery of police, fire, emergency medical, emergency management, and other services that directly impact public health and safety, including suspension of all other uses of part or all of the Network until the public safety is restored, if deemed necessary by the City. 4.3 Procedures. The Corporation shall develop appropriate operating procedures for communication and implementation of priorities. 4.4 Third Party Operation. Should the Corporation enter into a third party agreement for Operation of the Network, the Agreement shall require that the priorities in this Article 4 be fol lowed. ARTICLE 5 GENERAL DUTIES OF THE CORPORATION 5.1 Corporation's Duties and Responsibilities. The Corporation shall have the duties and responsibilities set forth in this Article. Deleted: The City hereby grants to the Corporation the right to grant to EarthLmk a sublicense of the rights granted in this paragraph substantially in the substance and form set forth in Exhibit D to the NSA." Deleted: descnbed in Schedule 3.7 of the NSA f Deleted: , with the right to suhgrant such right to EanhLink. Deleted: the opportunities pro vided by Deleted: , the Wired Network and the Community Portal 5.2 Administration of Network Services Agreement. The Corporation shall Operate and Maintain the Network. , ,5.3 Network Upgrade and Expansion. The Corporation shall continuously upgrade and expand the Facilities to provide service throughout the City. It will continuously evaluate, plan, and keep the City informed of the future needs of the Network including new service offerings and shall manage the implementation of upgrades, expansions, and new services. The Corporation shall update Exhibit A to reflect all modifications. 5.4 Free Access at public hot spots. The Corporation shall assure that access to the Network is ; free to all customers at the public hot spots. C:\DOCUME -1 \John \LOCALS -1 \Temp\ AgreefnentBetweenC ityAndCorporation Draft prepared January 15, 2009.doc, -38- Deleted: NSA, the Wired Deleted: and the Community Portal and carrying out its obligations hereunder Deleted: administer the NSA to insure performance according to its teams and to obtain its full benefits for the community.' 1 Deleted: 5.3 Development of Community Portal. The Corporation shall develop and manage the Community Portal desaibed in the NSA.' Deleted: _ 5.4 Development of Wired Network, The Corporation shall develop and manage the Wired Network, including quaky of service and traffic management through hardware and software to be determined by the Cotporation.l Deleted: H:U.EGDIRV.isa12008 CCDCDCCAgreementaetweenCityAnde arpaation Draft prepared January 15, 2009.doc 5.5 Network Available to All. The Corporation,shallpromote, coordinate, facilitate, produce, and assist in assuring that access to the benefits of the Network, is available to customers of all economic means in all geographical areas within the City. In this connection, the Corporation shall, if financially feasible, establish a program to assist economically disadvantaged citizens to purchase equipment necessary to access the Network, and otherwise assist citizens with training and other services to promote digital equity. 5.6 Information about Network. The Corporation shall inform City residents of the 1 Network,andyservices available to them on the Network. The Corporation shall develop and implement a marketing plan, including advertising and other public relations activities. The Corporation shall coordinate with,Partners., advertisers, and others to promote full access to the beneficial uses of the Network. 5.7 Training and Assistance. The Corporationlrlay establish training and technical assistance that will enable all residents to utilize the Network, the Community Portal, and the Services available on thereon, subject to funding, and may charge reasonable fees to recover the cost thereof. 5.8 Resource Center. The Corporation shall serve as a resource center for information, materials and equipment relating to use of the Network I 5.9 Network Rules and Regulations. The Corporation shall establish and administer all rules, regulations, policies, and procedures necessary to Operation of the Network _ 5.10 Coordination. The Corporation shall coordinate use of the etwork by City departments and Partners, and shall resolve any conflicts that may arise between the City and Partners and between Partners. 5.11 Security. The Corporation shall institute reasonable safeguards for the security of the Network, except for public hot soots which are not secure,. Deleted: shall promote advancement of the highest level of electronic communications technology for the community. and Deleted: and to electronic communications technology Deleted: C Deleted: and the Community Ponal Deleted: related Deleted: Eae hLink -� Deleted: shall promote Deleted: , the Community Portal. and technological resources Deleted: Community Deleted: Community Portal --( Deleted: Community Portal _ _ - { Deleted: Community Portal 5.12 Privacy. The Corporation shall institute appropriate mechanisms to protect privacy and confidentiality on the Networ in accordance with law. _ - - { Deleted: Community Portal 5.13 Small and Local Business Promotion. The Corporation shall explore how the 1 Network can be used to enhance the success of small businesses within the City and to enhance the success of businesses primarily owned by City residents, and may implement programs for that purpose. 5.14 City Purposes. The Corporation shall perform all the duties and responsibilities set forth in this Agreement in accordance with the City Purposes and in accordance with any additional purposes or directives that may be adopted by the City Council. C:\DOCUME —IUohn \LOCALS -1 \ Temp \ AureeaientBetweenCityAndCorporation Draft prepared January 15, 2009.doc, -39- — l Deleted: Community Portal Deleted: H:V.EG- DIR\Lisat2008 CCDCDCtAgreetnentBetweenCityAnde orporation Draft prepared January 15. 2009.doc 8 5.15 Improvement to City Efficiency and Services. The Corporation shall use the expertise gained in its operation, of the Networks to continuously seek to identify technologies and applications that will enable City departments to provide improved services at reduced cost, shall call these to the attention of City management, and shall assist City management in implementing them. City management and the Corporation will work cooperatively and proactively to achieve full benefit of the Network in the delivery of City services. ARTICLE 6 GENERAL POWERS OF THE CORPORATION 6.1 General Powers. The Corporation shall exercise all of its powers necessary or convenient to the performance of the duties and responsibilities set forth in this Agreement. Without limitation on the foregoing exercise of powers, certain specific powers are specified below. 6.2 Contracting. The Corporation shall enter into contracts for design, engineering, construction, procurement, financial, legal, and all other goods and services necessary for its activities under this Agreement. 6.3 Funds and Property. The Corporation may acquire and receive funds and property of any kind for the conduct of its activities under this Agreement, including but not limited to, compensation from Partners, advertising revenues, contributions from the City,gurchase, conveyance, lease, gift, grant, bequest, legacy, devise, or otherwise, and may grant, convey, transfer, lease, sublease, license, sublicense, mortgage, encumber and dispose of funds, property, and income there from in furtherance of the Purposes of the Network, The Corporation shall serve as a receiving, holding and disbursing entity for monies intended to promote electronic communications. 6.4 Operational Contracts; Minimal Staff. The Corporation and the City believe that the Corporation can most effectively carry out its duties and obligations under this Agreement by avoiding duplication of resources and by conducting its day -to-day activities through contracts with Persons already possessing experienced staff and resources relevant to needed Network services. Consequently, it is preferred that the Corporation not employ Operational and Maintenance staff, rather it is contemplated that the Corporation will carry out its Operational and Maintenance duties and responsibilities through service contracts with private Persons and with the City. The Corporation may employ administrative staff, but will work to keep any administrative staff to a minimum. For purposes of this Section 6.4, the term "administrative staff' is limited to general, overall administration and coordination of the Corporation's activities; administrative support to the Corporation's Board of Directors, oversight of Contracts with Partners and Contractors, sales and promotion of Network business, and clerical assistance related thereto. t, - Deleted: administration Deleted: NSA its operation of die Community Portal, and other activities -� Deleted: and the Community Portal Deleted: revenues directed to it under the NSA p Deleted: its activities under this Agreement. 65 Manner and Means. The Corporation shall be solely responsible, in its discretion, for the manner and means by which it carries out its duties and obligations under this Agreement. C:\DOCUME -1 \John\ LOCALS— I\ Tenip\ AgreeSientBetweenCityAndCorporation Draft prepared January 15, 2009.do; -40- Deleted: H:V.EGDIRIJ.isa\2008 CCDCDC1AgreementBetweenCityAndC orporation Draft prepared January 15, 2009.doc 9 6.6 Contracts with Other Cities. For adequate consideration the Corporation may contract with other cities to participate in the Network , or to provide services to the other cities for the creation and management of similar systems. 6.7 Intellectual Property Rights. The Corporation may develop all intellectual property rights required for the advertisement, promotional activities, marketing and public relations for the Network, the cost of all of which shall be an Operating Expense. , Any and all intellectual property rights shall be the sole and exclusive property of the City and the Corporation. 6.8 No Sale of Property or Encumbrances. Except as provided in this Agreement, the Corporation shall have no authority to sell or otherwise alienate the Facilities owned by the City, and may not create, assume or suffer to exist any mortgage, pledge, lien, charge, security interest, or other encumbrance against the Facilities or the Network, without the written consent of the City. ARTICLE 7 AGREEMENTS WITH PARTNERS 7.1 Contracts with Partners. Based on the City Council's determination that participation of Partners in the Network will multiply the benefits of the Network, the City directs and authorizes the Corporation to negotiate and enter into license contracts for use of the Network by Commercial Partners, Local Business Partners, Community Partners, Educational Partners, and Governmental Partners, and other Partners that may be determined by the Corporation, where such contracts will advance the City Purposes. The Corporation may enter into one agreement with members of a Partner group or may enter into an agreement with one member that represents the interests of a Partner group, where the Corporation determines that such an arrangement would best serve the Purposes of the Network. The Corporation shall actively seek Partners whose participation is especially likely to enhance jobs and economic development in the community. The term "Partner" shall not include a legal relationship with the City or Corporation in the nature of a partnership as a business entity. Deleted: related toils activities under this Agreement. _ - { Deleted: Community Ponal 7.2 Partner Contract Provisions. All contracts with Partners shall provide: 1) substantially similar terms and conditions for all Partners similarly situated; 2) terms and Deleted: Community Portal conditions for Partners later oining the Network that place them in as equal a position as , Deleted: 3 possible with those.ioining earlier 3) a five year tern unless the Partner contributes assets that Deleted: 4 justify a longer term; 4) compliance with all rules, regulations, and policies governing the Deleted: 5 indemnity of the City and the Corporation from responsibility for any action of Deleted: 6 Partners; y,Zappropriate insurance for Partners naming the City and the Corporation as additional insureds; 7) appropriate performance security; 8,) disclaimer of any liability of the City or the Deleted' 7 Corporation for any actions of Partners or disputes between Partners and their constituents or I Deleted: 8 customers; 9) acknowledgement by the Partner that the Corporation and the City shall have no ' ' Deleted: 9 responsibility for content provided by the Partner or its users; A) for assignment to the City; l l) _,a ,' Deleted: H:LLEG- DIR\Lisa12008 no City liability for acts and omissions of the Corporation; termination of contract as only , CCDCDClAgreementBetweenCityAnde 15. atporation Draft prepared January 15. 2009.doc C:\DOCUME-1\John\ LOCALS -1\ Temp\A greethen tBetweenCityAndCorooration Draft prepared January 15, 2009.doc„ -41- 10 remedy for a judicial determination or new legislation that City or Corporation lacks authority with respect to any aspect of the jsietwork; }3) reference to thepriorities in Article 4; - acknowledgement of open meetings and records laws; 15)provisions to protect proprietary information of Partners; and, 16) other provisions determined appropriate by the Corporation. 7.3 Commercial Partners. Contracts with Commercial Partner ;shallprovide for fair • compensation to the public for value received through use of the Network bandwidth which may, include advancement of local economic development. 7.4 Community Partners. Contracts with Community Partners shall provide for fair compensation to the public for value received through use of Network bandwidth, which may be fulfilled by a commitment by each Partner to deliver services that cany out public purposes of the City. 75 Educational Partners. Contracts with Educational Partners shall provide for payment based on allocation of Network Capital Costs and Network Operational and Maintenance Costs• provided, less than a full allocation may be charged by the Corporation to serve the purposes of the Network., 7.6 Governmental Partners. Contracts with Govemmental Partners shall provide for payment based on allocation of Network Capital Costs and Network Operational and Maintenance Costs• provided, less than a full allocation may be charged by the Corporation to serve the Purposes of the Network. 7.7 Form of Contracts. The Corporation shall develop forms of contracts to be used for similarly situated groups of Partners. }Deleted: Commundy Portal Deleted: i Deleted: Deleted: I Deleted: 2 Deleted: 3 Deleted: Local Business Partners. Dabbed: Local Business Partners Deleted: Community Portal. Deleted: through a Deleted: recovery of the Corporation's costs of administering the Community Portal.9 Deleted: recovery of the Corporation's costs of administering the Community Portal 7.8 Equal Access for Partners. Subject to Network bandwidth capacity, contracts shall •- - - { Formatted: IndenC Frst line: 0.5" ) be offered without unreasonable discrimination to similarly situated Partners. The Corporation shall continuously monitor the adequacy of Network Bandwidth to meet the needs of the City and Partners for speed and reliability, and shall establish a planning methodology for determining the timing of upgrades and expansions to maintain the Network functioning. 7.9 City Departments Not Partners. While City departments will utilize the Network - _ - 4 Deleted: Community Portal they will not be considered Partners under this Article. The Corporation will enter into a separate, annual contract with the City to govern City use of the Network services and property - _ - { Deleted: Commliry Portal to be provided by the City, and other matters necessary to the Corporation's administration of the Network, ARTICLE 8 PROCUREMENT CONTRACTS 8,1 Authorization for Procurement Contracts. The Corporation is authorized to contract with Contractors for the procurement of all goods, services, and property necessary or convenient to operate, maintain expand, and upgrade the Network, jncluding but not limited to construction, installation, equipment, facilities, professional services, leases, licenses, fiber, and C:\DOCUME -1 \John\ LOCALS -1 \Temp\AgrediQentBetweenC i tyA ndCorporation Draft prepared January 15, 2009.doc` -42- Deleted: its duties - Deleted:1 J 1 Deleted: cant' out its responsbili under this Agreement, Deleted: H:U.EGDIR\Lisat2008 CCDC DC\AgreementBetweenCityAndC orporation Draft prepared January 15. 2009.doc 11 real or personal property. The Corporation will use the procurement process the Board deems most economical, efficient, and advantageous for the Network. 8.2 Adverse Actions Regarding Bonds. To the extent the Corporation is given control of monies derived from or Facilities financed through obligations, the interest on which is intended to be excludable from the income of the holders thereof for federal income tax purposes, the Corporation shall take all actions necessary to ensure that the interest payable on the obligations is and remains excludable from the income of the holders thereof under the Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder. 83, Bonds To Be Approved By Citx. The Corporation may not issue bonds, notes or other debt obligations extending beyond the current fiscal year without approval of the City Council by resolution,Provided, however, the Corporation may enter into contracts not exceeding five years without such approval for equipment maintenance, installment leases or purchases, or similar contracts deemed by the Corporation to conform to good business practices. ' • ARTICLE 9 INITIAL FUNDING AND STAFFING In order to implement the Network at the earliest possible time, the City may advance funds prior to the fiscal year commencing August 1, 2006, as it deems necessary, as start up costs to operate the Network as provided in this Agreement, and shall provide staffing for the Corporation through the corporate officers identified in the Corporation's Bylaws and their designees. The Corporation shall develop a plan for reimbursing the City for the start up costs including the actual staff costs of the City, and reimbursement shall be implemented as part of the Corporation's annual budget submission under Article 11. No reimbursement for cost of City staff shall be made until the City presents an itemized invoice to the Corporation. The Corporation Board may review the invoice, and request any reduction believed appropriate. After considering any request by the Corporation Board, the City Council's determination of the amount of the invoice shall be final. ARTICLE 10 FUNDING OF NETWORK AND CORPORATION ACTIVITIES, 10.1 City Funding and Support. Each year, through the term of this Ageement, the City will pay the Corporation ,in consideration of the Corporation's obligations asprovided in this Agreement, funds as provided in the City's annual operating budget. A fter the first fiscal year, the City may continue such support on a declining basis, as it deems necessary. If revenues are available, these additional contributions will be reimbursed to the City under a mutually - agreed repayment schedule. The City's contributions will be reflected each year in the Corporation's budget. After the first five years, the City and the Corporation will renegotiate support that may be provided by the City. C:\DOCUME-1\John \LOCALS -1 \ Temp\ AgredlfientBetweenCitvAndCorporation Draft prepared January 15. 2009.doc, -43- _ { Deleted: . Deleted: , provided this requirement does not apply to the NSA as the NSA has already been approved pursuant to Ordinance Number 027103. Deleted: three Deleted: CORPORATION ACTIVITIES Deleted: from August 1, 2006 Deleted: 52,500,000 Deleted: In addition, for the first fiscal year the City will contribute 51.000,000 to fund seat insurance, and other costs necessary for stars -up operation of the Network: a Deleted: H:ILEG- DIRILisat2008 CCDCDC Vsgreena:nlBNweenCityAndC orporation Draft prepared January 15. 2009.doc 12 10.2 Funding Sources. It is expected that the Network will be supported by payments from the City as described in Section 10.1, payments from Partners for their usage of the Network, and by advertising revenues. The Corporation may institute other funding such as fees for communication - enhanced services, use of infrastructure assets, and other services and assets. The Corporation is authorized to seek funding from other sources such as government or foundation grants and loans. The City may, at its discretion, contribute additional funding. Funds received by the Corporation may only be used for the purpose of fulfilling its obligations under this Agreement. 103 Negotiation of Payments. The Corporation shall negotiate payments from Local Government Partners, Educational Partners, Government Partners, Community Partners, and other Partners for use of the Network that are calculated to reimburse the Corporation for Network Capital Costs and Network Operation and Maintenance Costs. and shall negotiate payments from Commercial Partners that reflect market value of their use of the Networkk. Payments shall be without unreasonable discrimination to similarly - situated Partners. 10.4 Obligations Subject to Available Funds. The obligations of the Corporation under this Agreement, including upgrades and maintenance, are subject to available revenues. The Corporation will endeavor to fund its obligations from revenues generated through operation of the Network. powever, if necessary for it to carry out all of the duties and responsibilities required of it in Article 5, the Corporation shall request the City to contribute funding in addition to the City's payment described in Section 10.1. A request for such additional funding shall be made as part of the Corporation's annual budget submission pursuant to Article 11, shall identify and fully describe the duties and responsibilities that will not be fulfilled without the contribution, and shall provide an estimate of cost savings to City operations from the activity funded that may offset the additional contribution. If it is expected that future Corporation revenues will be sufficient to reimburse the requested contribution, the request will include a schedule for reimbursing the City for its additional contribution. All obligations of the City under this Agreement are subject to appropriation for each fiscal year. ARTICLE 11 ANNUAL BUDGET 11.1 Fiscal Year. The Corporation shall use the same fiscal year as the City. Deleted: payments from EarthLink as provided in the NSA, J Deleted: Community Portal Deleted: The City will pay debt service on the obligations sold to fmance the initial cost of construction the Network. { Deleted: Community Portal Deleted: im activities under this Agreement. 11.2 Submission of Budget to City. Each year, by the date requested in writing by the City Manager, the Corporation shall submit its proposed operating budgego the City Manager, _ _ -- - { Deleted: and five -year capital budget J who shall forward it to the City Council for inclusion in the Citv operating budget. City prepares the capital budget as needed for Network improvements. 11.3 Reimbursements to City. The budget shall provide for reimbursement to the City, as provided elsewhere in this Agreement, for advances of funding and services furnished by the City. C:\DOCUME -1 \John \LOCALS -1 \ Temp \AerereeltZentBetweenC i tyAndCorporation Draft prepared January 15.2009.doct -44- Deleted: H:V.EG- DIR\Lisat2008 CCDCDC AgreenentaetweenCityAndC orporation Drag prepared January 15, 2009.doc 13 11.4 Approval by City. The Corporation's proposed operatingkudget will be reviewed and approved or modified by the City Council during the City's regular budget process. The budget, as approved or modified by the City Council shall be final. 11.5 Operations within Budget. The Corporation shall operate and manage the Network within the overall limits of the approved budget. ARTICLE 12 INDEMNIFICATION 12.1 Definitions for Article. The following terms, as used in this Article 12, shall have the following meanings: a) "City" includes the officers, employees, and agents of the City, as well as the City. b) "Claims" means all damages, losses, injuries, liabilities, penalties, disbursements, costs, charges, assessments, and expenses (including attorneys' fees, experts' fees and expenses incurred in investigating, defending, or prosecuting any litigation or proceeding), assertions, demands, litigation, suits, proceedings, causes of action (whether in tort or contract or in law or at equity), or judgments. c) "Defend" means to provide and pay for the legal defense of the City against a Claim with counsel reasonably acceptable to the City. d) "Indemnify" means to protect the City against a potential Claim and/or to compensate the City for a Claim actually incurred. e) "Waive" means to knowingly and voluntarily relinquish a right and /or to release another party from liability in connection with a Claim. 12.2 INDEMNITY BY CORPORATION. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE CORPORATION SHALL INDEMNIFY AND DEFEND THE CITY AGAINST ALL CLAIMS ARISING, OR ALLEGED TO ARISE, FROM THE CORPORATION'S (1) PERFORMANCE OF ITS DUTIES AND OBLIGATIONS UNDER THIS AGREEMENT, (2) BREACH OF THIS AGREEMENT, OR (3) VIOLATION OF OR FAILURE TO COMPLY WITH APPLICABLE LAW. THIS OBLIGATION TO INDEMNIFY AND DEFEND WILL NOT BE AIM ECTED BY THE ACTIVE OR PASSIVE ORDINARY NEGLIGENCE OF THE CITY, WHETHER OR NOT LIABILITY WITHOUT FAULT OR STRICT LIABILITY IS IMPOSED OR SOUGHT TO BE IMPOSED ON THE CITY. 123 WAIVER BY CORPORATION. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE CORPORATION WAIVES ALL CLAIMS THAT IT MAY HAVE AGAINST THE CITY FOR CLAIMS ARISING, OR ALLEGED TO ARISE, FROM THE CITY'S (1) PERFORMANCE OF ITS DUTIES AND OBLIGATIONS UNDER THIS AGREEMENT, (2) BREACH OF THIS AGREEMENT, OR (3) VIOLATION OF OR FAILURE TO COMPLY WITH APPLICABLE LAW. THIS WAIVER WILL NOT BE AFFECTED BY THE ACTIVE OR PASSIVE ORDINARY NEGLIGENCE OF THE CITY, WHETHER OR NOT LIABILITY WITHOUT FAULT OR STRICT LIABILITY IS IMPOSED OR SOUGHT TO BE IMPOSED ON THE CITY. C:\DOCUME -1 \John \LOCALS- 1 \Temp\Agredt entBetweenCitvAndCornoration Draft prepared January 15, 2009.do;, -45- { Deleted: and capital b Deleted: H: LEGDIRU.isa\2008 CCDCDCIAgeententBetweenCityAndC o,wsion Draft prepared January 15. 2009.doc 14 12.4 General Scope of Indemnities and Waivers. The Indemnities, Waivers, and obligations to Defend in this Article 12 are independent of, and will not be limited by each other or any insurance obligations in this Agreement (whether or not complied with), and will survive the Contract Expiration Date until all related Claims against City are fully and finally barred by applicable law. ARTICLE 13 INSURANCE 13.1 Insurance Maintained by Corporation. The Corporation shall obtain and maintain in effect the following policies of insurance: a) Workers' Compensation. Such workers' compensation insurance coverage as may be required by law or deemed prudent by the Corporation, including at least $100,000 Bodily Injury by Accident each Accident, $100,000 Bodily Injury By Disease each employee, and $500,000 Bodily Injury by Disease Policy Limit; b) Commercial General Liability. Commercial general liability insurance with a limit of at least $1,000,000 Combined Single Limit insuring against all liability of the Corporation and its Authorized Representatives arising out of and in connection with the Corporation's duties and obligations under this Agreement c) Commercial Business Automobile Liability. At least $1,000,000 Combined Single Limit arising out of the operation, maintenance or use of owned and non -owned automobiles or other vehicles. d) Umbrella Liability. At least $2,000,000 per occurrence of umbrella liability coverage written on an occurrence basis; e) Professional Liability. At least $1,000,000 per claim and $1,000,000 aggregate; 1) Crime and Fidelity Coverage. At least $500,000 per occurrence of coverage for 1) employee dishonesty, 2) forgery or alteration, 3) theft, disappearance and destruction, 4) robbery and safe burglary, and 5) computer fraud; and g) Other Coverages. Such other insurance coverages as may be required by the City's Director of Risk Management. The form of the above insurance policies shall be subject to review and approval by the City's Director of Risk Management. Said Director may modify the requirements for coverage provided herein based on review of risks and market conditions. 132 Insurance Requirements. All insurance required under this Agreement shall be issued by insurance companies licensed to do business in the State of Texas with the financial rating of at least A -7 status as rated in the most recent edition of Best's Insurance Reports, shall be issued as a primary policy, shall contain an endorsement requiring sixty (60) days written notice from the insurance companies to the City and the Corporation before cancellation, non - renewal, termination, or change in the coverage, scope or amount of any policy, and shall name the City as an additional insured. Each policy shall be evidenced by a certificate of insurance. A certificate of insurance and a copy of each policy shall be provided to the Director. The form and substance of each certificate and policy must be acceptable to the Director. C:\DOCUME-4\John \LOCALS -1 \Tenni \ AtrreclatentBetweenCitvAndCorporation Draft prepared January 15, 2009.doc. -46- Deleted: HALEG- DIRV.isat2008 CCDCDC\AgreementBaweenCiryAndC orporation Draft prtparta January 15, 2009.doc 15 13.3 Waiver of Subrogation. The parties release each other and their respective Authorized Representatives from any claims for damage to any person, the Network, the Facilities or any or any other real or personal property of the City or the Corporation that are caused by or result from risks insured against under any insurance policies required or permitted to be carried by the parties under this Agreement. The parties agree to cause the issuers of the insurance policies required to be maintained by them hereunder to include waivers of the rights of recovery and subrogation. 13.4 Property Insurance. The City shall maintain a policy of commercial property insurance on the Facilities. If the facilities, or part thereof, are damaged or destroyed, the City will determine whether repairs and restoration are practicable and feasible and will inform the Corporation in writing of its decision within 120 days following the date of such damage or destruction. If a decision is made to repair and restore the Facilities, the Corporation shall submit a revised budget to the City for approval based on the changed circumstances. A decision by the City to not repair and restore the Facilities shall constitute termination of this Agreement. All proceeds of any property insurance paid for by the City shall be the exclusive property of the City. ARTICLE 14 DEFAULT AND REMEDIES 14.1 Events of Default. The occurrence of any of the following events shall constitute an "Event of Default" by the Corporation under this Agreement. a) Failure of the Corporation to comply with any term, condition or covenant of this Agreement1 and the continuation of that failure for a period of thirty (30) days after the City's delivery of written notice thereof to the Corporation; b) The filing of a petition by or against the Corporation (1) in any bankruptcy or other insolvency proceeding; (2) seeking any relief under any state or federal debtor relief law; or (3) for the appointment of a liquidator or receiver for all or substantially all of the Corporation's property or for the Corporation's interest in this Agreement; or c) The assignment or transfer of this Agreement or any of the Corporation's rights or interest therein, whether by voluntary assignment, involuntary transfer or operation of law, without the prior written approval of the City Council. 142 Remedies. On the occurrence of an Event of Default, the City may pursue any one or more of the following remedies, without any notice or demand whatsoever, except as otherwise indicated: a) Terminate this Agreement by giving written notice of termination to the Corporation, in which event the Corporation shall immediately surrender the Facilities to the City. b) Re -enter the Facilities without terminating this Agreement, and, without being liable for any damages, whether caused by the negligence of the City or otherwise, and do whatever the Corporation is obligated to do under this Agreement. ARTICLE 15 C:\DO CUME-1 Uohn \LOCALS -1 \ Temp\ AgredtentBetweenCityAndComoration Draft prepared January 15, 2009.doc, —47— _ - i Deleted: Lease A Deleted: H:UEG- DIR\ Lisa \2008 CCDCDOAgtemeninetweenCityMdc orporation Draft prepared January 15, 2009.doc 1 16 MISCELLANEOUS PROVISIONS 15.1 Books. The Corporation shall maintain books of account with respect to its management and operation of the Network in accordance with generally accepted accounting principles applicable to the Corporation. 15.2 Audit. The Corporation shall be subject to the annual audit contracted by the City, and shall reimburse the City for the audit expenses related to the audit of the Corporation. 153 Reports to City. The Corporation shall provide written periodic reports as requested by the City Council, describing the Corporation's performance of obligations under this Agreement, including actual and projected expenses and revenues, and shall promptly provide such additional information as may be requested by the City Manager or City Council at any time. The reports shall include a section jointly developed by the Corporation and the City 1 Manager describing usage by City departments of the Network and the reductions in cost and improvements in services resulting therefrom. The Corporation shall make presentations at City Council meetings as may be requested by the City Council. 15.4 Advisory Committees. The Corporationemav establish an advisory committee or committees composed of discrete Partner groups to receive their input and recommendations about the design and operation of the etwork, and may include other groups with aparticular interest in the operation of the Network 155 Open Meetings and Records. The Corporation shall comply with the Texas Open Meetings Act and Public Information Act. 15.6 Compliance with Laws. The Corporation shall comply with all applicable federal, state, and local laws and regulations. 15.7 Discrimination Prohibited. The Corporation shall not discriminate against any employee or applicant for employment in violation of federal, state or local law because of age, race, creed, sex, color, disability, or national origin, and shall take affirmative action to ensure that any employee or applicant for employment is afforded equal employment opportunities without discrimination because of age, race, creed, sex, color or national origin. Such action shall be taken with reference, but not be limited to, recruitment, employment, job assignment, promotion, upgrading, demotion, transfer, layoff or termination, rates of pay or other forms of compensation in selection for training or retraining, including apprenticeship and on the job training. Subject to compliance with such obligations, and other obligations under this Agreement, the Corporation shall have plenary power with respect to the hiring and discharge of its employees. 15.8 Minority Participation. The Corporation shall comply with applicable City minority, women and disadvantaged business enterprise policies in performing Corporation's obligations hereunder, which policy consists of an obligation on the part of the Corporation to use its reasonable efforts to achieve a level of minority participation in the Corporation's C:\DOCUME -4Uohn \LOCALS -1\ Temp\A gredl6entBetweenCitvAndCOrporation Draft prepared January 15, 2009.doc„ -48- ,-I Deleted: of services under thc NSA 1 l Deleted: shall Deleted: Community Portal Deleted: Community Portal Deleted: HALED-Die ' Lisa r2008 CCDCDClAgreenentBetweenCityAndC monition Draft prepared January 15, 2009.doc 17 employment practices and in respect to contractual relations for the provision of goods and services for the Network. 15.9 Assignment. The Corporation shall not voluntarily assign or encumber its interest in this Agreement without first obtaining the City's written consent. 15.10 Obligations of Corporation Not Obligations of City. The obligations of the Corporation shall not be those of the City unless expressly assumed by the City in writing through authorized action. 15.11 Economic Development Program. The City Council declares that the creation of the Network and the duties and responsibilities of the Corporation with respect thereto as described in this Agreement are pursuant to a program to promote state and local economic development and to stimulate business and commercial activity in the City established by the City Council pursuant to Section 380.001, Texas Local Government Code. 15.12 Assumption of Powers and Duties. Pursuant to Texas Transportation Code Section 431.104, the City Council may assume the powers and duties of the Corporation; upon assumption the City shall assume the assets and liabilities of the Corporation. 15.13 Income of Corporation. Pursuant to Texas Transportation Code Section 431.107, the City is entitled at any time to receive any income earned by the Corporation that is not needed to pay the Corporation's expenses or obligations. The earnings of the Corporation may not benefit a private interest. 15.14 Relocation of Facilities. The City reserves the right to construct, maintain, and modify City -owned property for City operations, including but not limited to street improvements. Upon reasonable, written notice by the City, the Corporation shall temporarily or permanently remove, relocate, change, or alter the Facilities as required by the City. The required work shall be at the Corporation's expense. 15.15 Notices. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and deemed to have been duly given if and when delivered personally (with receipt acknowledged) or otherwise actually received by the intended recipient, or three (3) days after mailing the same (by certified mail, return receipt requested) with proper postage prepaid, or when sent by a national commercial courier service (such as Federal Express, UPS, or DHL) for expedited delivery, to be confirmed in writing by such courier, or when telecopied, telegraphed or telexed to a party, at such party's address set forth below or at such other address as a party may designate by notice given to the other in accordance with the foregoing. To the City: City Manager City of Corpus Christi 1201 Leopard P.O. Box 9277 C:\DOCUME -1 \John \LOCALS- 1 \Temp\Agredi entBetweenCitvAndCorporation Draft prepared January 15, 2009.do;, -49- Deleted: H0LEG- DIR Lisa \2008 CCDCDC AsreeuwnBetwanCityAndC orpo.ation Draft prepared January 15, 2009.doc 18 Corpus Christi, Texas 78469 -9277 Phone: 361/880 -3220 Fax: 361/826 -3839 To the Corporation Chairman of the Board of Directors c/o Armando Chapa, Secretary CC Digital Community Development Corporation 1201 Leopard P.O. Box 9277 Corpus Christi, Texas 78469 -9277 Phone: 361/880- 826 -3105 Notice shall, in all events, be effective upon receipt by the addressee except that notice by facsimile electronic transmission shall, if received after 5:00 p.m. or any day which is not a business day, be deemed received on the next following business day. 15.16 Amendments. This Agreement may be amended only by a written instrument signed by both parties. The City Manager is authorized to agree, on behalf of the City, to administrative amendments that do not change the substance of this Agreement 15.17 Title and Captions. All articles or section titles or captions in this Agreement are for convenience of reference only. They shall not be deemed to be part of this Agreement or to in any way define, limit, extend, or describe the scope or intent of any provision of this Agreement. Except as specifically otherwise provided, reference to "Articles" and "Sections" are to Articles and Sections to this Agreement. 15.18 Pronouns and Plurals. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. 15.19 Applicable Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of Texas. The district courts of Nueces County, Texas shall be the exclusive place of venue for any disputes arising under or with respect to this Agreement. 15.20 No Third Party Beneficiaries. This agreement is entered into solely for the benefit of the City and the Corporation, and is not intended and shall not be construed as a contract for the benefit of any third party, including, without limitation, any User, Contractor, employee or Partner. 15.21 Severability. Each provision of this Agreement shall be considered severable and, if, for any reason, any such provision or any part thereof, is determined to be invalid and contrary to any existing or future applicable law, such invalidity shall not impair the operation of or affect those portions of this Agreement that are valid, but this Agreement shall be construed and C:\DOCUME-4 \John \LOCA LS -1 \Temp\Agredi8entBetweenC itvAndCorporation Draft prepared January 15, 2009.do; -50- Deleted: n: \LEGDIRLLia\2008 CCDCDCUSteementBetweenCityAndC orporation Daft prepared January 15. 2009.doc 19 enforced in all respects as if the invalid or unenforceable provision or part thereof had been omitted 15.22 Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes all prior and contemporaneous agreements and understandings, oral or otherwise, among the parties with respect to the matters contained in this Agreement and may not be modified or amended except as set forth in this Agreement. By mutual agreement of the City and the Corporation, the previous Agreement for Services Between the City of Corpus Christi and the CC Digital Community Development Corporation is hereby terminated. (Execution page and Exhibit A and Exhibit B follow) Deleted: H:V.EG- DIIDUsa1.2008 CCDCDC AgreementBetweenCityAndC otporation Draft prepared January 15, 2009.doc C:\DOCUME— Kohn \LOCH LS -1 \Temp\Agredl &entBetweenC ityAndCorporation Draft prepared January 15, 2009.doc, -51- 20 Executed in duplicate originals on this the day of , 2009. CITY OF CORPUS CHRISTI By Date: `Angel R. Escobar, City Manager Attest: Armando Chapa, City Secreatry Approved as to legal form: By. Lisa Aguilar, Assistant City Attorney for the City Attorney CC DIGITAL COMMUNITY DEVELOPMENT CORPORATION By Date: `Angel R. Escobar, President C: \DOCUME -1\John \LOCALS -1 \ Temp\A greelOentBetweenCitvAndCorporation Draft prepared January 15, 2009.do; -52- Deleted: H:V.EG.DlRTisa12008 CCDCDMgreenentBetweenCityMdC orporation Draft prepared January 15, 2009.doc 21 EXHIBIT A DEPICTION OF FACILITIES C:\DOCUME --1 \John\ LOCALS -1 \ Temp\ A¢ retithentBetweenCitvAndCornoration Draft prepared January 15.2009.dos -53- Deleted: H: \LEG- DIRWisar2008 CCDCDC\AlpeememBelweenCityAndC orporalion Draft preparodJanuary 15, 2009.doc 22 EXHIBIT B ASSIGNED CONTRACTS AND RIGHTS Wi -Fi Facility License Agreement Between AEP — Texas Central Company and City of Corpus Christi, approved by City Council April 25, 2006, as amended by Amendment Number 1 executed on May 29, 2008.. C:\DOCUME -1 \John \LOCALS -1 \ Temp\ AgreientBetweenCitvAndCorporation Draft prepared January 15, 2009.do; -54- Deleted: H:\LEGDIRU.isa12008 CCDCDC1AgteemeniBetweenCityAndC orporation Draft prepared January 15. 2009.doc ORDINANCE AUTHORIZING THE CITY MANAGER OR DESIGNEE TO EXECUTE AMENDED AGREEMENT FOR SERVICES BETWEEN THE CITY OF CORPUS CHRISTI AND THE CC DIGITAL COMMUNITY DEVELOPMENT CORPORATION REGARDING CITY'S WI -FI NETWORK; AND DECLARING AN EMERGENCY. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager is herby authorized to execute on behalf of the City of Corpus Christi the amended Agreement for Services between the City of Corpus Christi and the CC Digital Community Development Corporation, a copy of which is attached hereto as Exhibit A. A copy of the newly amended contract is attached as Exhibit B. SECTION 2 That upon written request of the Mayor or five 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 day of , 2009. ATTEST: THE CITY OF CORPUS CHRISTI Armando Chapa Secretary APPROVED: March 23, 2009 By: 0C/ Lisa Agtir, Assistant City Attorney for City Attorney Henry Garrett Mayor —55— Corpus Christi, Texas Day of , 2009 TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings: I /we, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, Respectfully, Henry Garrett Mayor 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 —56— 3 CITY COUNCIL AGENDA MEMORANDUM March 31, 2009 AGENDA ITEM: Ordinance authorizing the City Manager, or designee, to execute a one -year lease agreement with Matt Danysh beginning April 1, 2009 for crop farming on approximately 567.3 acres located at the Corpus Christi International Airport in consideration of the payment of a fee of $55 per acre; and declaring and emergency. ISSUE: Corpus Christi International Airport is located on approximately 2,400 acres of land. A significant portion of the land remains unimproved and available for agricultural use. Approximately 1,474 acres has been leased for farming purposed with four separate lessees. Two agreements for total acreage of 567.3 have been terminated due to non- payment of fees. In an effort to generate non - airline revenue and reduce mowing costs, Airport staff is recommending approval of the lease for approximately 567.3 acres of airport property. Additional considerations include the pending deadline forfederal crop insurance requirements and the Spring planting season cycle. BACKGROUND INFORMATION: On February 19, 2008, four separate farm lease agreements were authorized by City Council. Two of the agreements, one with Tommy and Dolores Bernsen and the other with James Charles Bernsen have now been terminated. The leases were terminated effective February 27, 2009 for delinquent payments totaling $36,368.64. Prior to termination, both parties were contacted on several occasions concerning the delinquent accounts. Airport Staff also met with the individuals at which time they assured Staff that payment would be forthcoming. Certified letters were sent on February 13th, 2009 formally notifying the parties of the termination. RECOMMENDATION: Staff recommends approval of the Ordinance as presented. Fernando Agundo Director of Aviation ADDITIONAL SUPPORT MATERIAL Exhibit A. Background Information Exhibit B Location Map of Farm Leasegg_ ADDITIONAL BACKGROUND INFORMATION The City has leased agricultural acreage on airport property for the last twenty years in an effort to reduce mowing costs on unimproved property and also generate revenue. The Federal Aviation Administration (FM) has periodically required that portions of the acreage be removed from agricultural use to enhance runway safety. Consequently acreage amounts have been adjusted during the term of the lease. On August 22, 2000, the City Council approved 4 farm lease agreements for approximately 1,434 acres with Kocurek , T.M. and D.H. Bemsen , McDonough and Kelly Farms. The term of the agreements was 5 years at $25 per acre with expiration on December 315t 2005. During the term of the lease, the City acquired additional parcels totaling approximately 40 acres in the Kelly Farm Lease tract bringing the total amount of agricultural use acreage to 1,474. In 2006, the Airport Director extended the lease on a month to month basis for T.M. and D.H. Bernsen, McDonough and Kelly Farms at the same rate of $25 per acre. Kocurek Farms decided not to continue farming Subsequently, the acreage was put out for bid by the City. Mr. James Charles Bernsen was the successful bidder at $80 per acre and was formally awarded a one year lease on December 12, 2006. On February 19, 2008, the City Council approved lease agreements with Pat McDonough Jr , James P. Kelly and Tommy and Dolores H. Bernsen at an acreage rate of $50, an increase of $25 per acre from the previous agreement. The City originally purchased the acreage from these individuals with the purchase agreement stipulating that subject farmers would receive the right of first refusal to lease the land. The fourth agreement with James Charles Bernsen reflected an $80 per acre rate bid in December, 2006. Staff is recommending approval of lease agreements with Matt Danysh at $55 per acre. The lease is projected to generate $31,201.50 in revenue. The agreement includes language consistent with FAA guidelines on wildlife management practices, crop dusting activities in and around the Airport and allows Airport Staff to remove acreage from farming use as required by FAA directive. —60— (cm prwhem? lo 8 • ;;+ "may. "n!9 .. ;:1st >t >.... Sti�;:;;id!�. i! �1 } "ti "r:iiii ii iii: iiiiiiiJJ.u..ii i ^.:.Sj.....:::: r:.r (�:• •.� f�yinrW.0;q`iiie CITY OF CORPUS CHRISTI CORPUS CHRISTI INTERNATIONAL AIRPORT CORPUS CHRISTI, TEXAS -61- tf.trit Yi !:::'naNN: FARM LEASE Exhibit B ccv c H1 Drawn w BEN REV Dale. 3/27/2009 Shut No. 1 AN ORDINANCE AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE A ONE -YEAR LEASE AGREEMENT WITH MATT DANYSH, BEGINNING APRIL 1, 2009, FOR CROP FARMING ON APPROXIMATELY 567.3 ACRES LOCATED AT THE CORPUS CHRISTI INTERNATIONAL AIRPORT IN CONSIDERATION OF THE PAYMENT OF A FEE OF $55 PER ACRE; AND DECLARING AN EMERGENCY. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. The City Manager, or his designee, is authorized to execute a one -year lease agreement with Matt Danysh, beginning April 1, 2009, for crop farming on approximately 567.3 acres located at the Corpus Christi International Airport in consideration of the payment of a fee of $55 per acre. SECTION 2. Upon the written request of the Mayor or five 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 on this the day of , 2009. ATTEST: Armando Chapa City Secretary APPROVED: March 23, 2009 Eliz is -th R. Hundley Ass tant City Attorney for the City Attorney EHord253.doc —62— CITY OF CORPUS CHRISTI Henry Garrett Mayor Corpus Christi, Texas day of , 2009 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: Uwe, 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, Council Members Henry Garrett Mayor 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 EHord253.doc —63— FARM LEASE AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI AND MATT DANYSH WHEREAS, the City of Corpus Christi ( "City") owns the Corpus Christi Inter- national Airport ( "Airport "), located in Corpus Christi, Nueces County, Texas; WHEREAS, Matt Danysh ("Lessee ") desires to lease a certain parcel of land at the Airport for crop farming purposes; and WHEREAS, the parties desire to enter into a written lease for approximately 567.3 acres of land to permit Lessee to engage in crop farming ( "Lease "). NOW, THEREFORE, in consideration of the mutual covenants contained in this Lease, the parties agree as follows: Section 1. Parties. This Lease is made by and between the City, acting through its duly authorized City Manager, or his designee ( "City Manager "), and Matt Danysh as Lessee, an individual residing in the State of Texas. Section 2. Premises. The City leases to Lessee the land located on the Airport property, as more particularly described in the attached Exhibit A ( "Premises "), which exhibit is incorporated into this Lease as if fully set out herein. The Premises consists of approximately 567.3 acres of land, excluding a ten -foot (10') easement along any perimeter fence abutting the Premises. Section 3. Term. Subject to the remaining terms and conditions of this Lease, the term ( "Term ") of this Lease is one year, beginning April 1, 2009, ( "Effective Date "), and terminating April 1, 2010 ("Termination Date "). Section 4. Lease Payments. A. Calculation. Lessee agrees to pay the City Fifty-five Dollars ($55) per acre for the period of this lease ( "Lease Payment "). Lessee shall remit the initial Lease Payment not later than 5:00 p.m. Central Standard Time on the Wednesday immediately following the date this Lease is approved by the City's City Council ( "City Council "). B. Paying Rent. The Lease Payment is due and payable in full in the form of a cashier's check or cash. The Lease Payment must be delivered to the following address: Corpus Christi International Airport 1000 International Drive Corpus Christi, Texas 78406 —64— Section 5. Lease Agent. The City's Director of Aviation, or his designee ( "Aviation Director "), shall administer this Lease and serve as the City's agent to receive all Lease Payments, notices, and reports due under this Lease. Section 6. Use of Premises. Lessee must use the Premises for the purposes of crop farming and for no other purpose without the express written consent of the City Manager. Lessee may not construct any improvements on the Premises. Lessee may not use the Premises for storage of equipment or supplies. Section 7. Acceptance. By Lessee's execution of this Lease, Lessee acknowledges that Lessee has read this Lease and understands that this Lease is not binding on the City until properly authorized by the City's City Council and executed by the City Manager. Lessee also acknowledges that Lessee has inspected the Premises and accepts the Premises in its present physical condition, as is, including any and all defects known and unknown that may exist. Section 8. Assignment and Sublease. Lessee may not at any time assign, transfer, convey, sublet, mortgage, pledge, or encumber Lessee's interest in this Lease or any part of the Premises to any party without the prior written consent of the City, which approval will not be unreasonably withheld. In the event that Lessee directly or indirectly assigns, transfers, conveys, sublets, mortgages, pledges, or otherwise encumbers this Lease or any portion of the Premises without the prior written consent of the City, the City may, in its sole discretion, terminate this Lease. Section 9. Required Modification or Amendment of Lease. If the Federal Aviation Administration or its successor ( "FAA ") requires modifications or amendments to this Lease as a condition precedent to granting funds for Airport improvements, Lessee agrees to consent to the modifications or amendments to this Lease as may be reasonably required for the City to obtain the funds; provided, however, that Lessee will not be required to pay increased Lease Payments, change the use of the Premises, or accept a relocation or reduction in size of the Premises until Lessee and the City have fully executed an amendment to this Lease that is mutually satisfactory to all parties regarding any terms or conditions of this Lease affected by said required actions. Section 10. Reservation of Use. A. The City reserves the right to sell, use, or lease for a use different from the present use all or any portion of the Premises at anytime during the term of this Lease. If the Premises are used or leased before the Expiration Date and the purchaser or new lessee is not willing to take the Premises subject to this Lease and demands immediate possession, then Lessee agrees to vacate and surrender possession within fifteen (15) days after receipt of notice to vacate. B. If it becomes necessary for Lessee to vacate in the event of a sale or new lease, then the City shall pay Lessee for the land or portion thereof so vacated the following amounts, to -wit: Page 2 of 15 —65— (1) If the land has been plowed and prepared for a new crop, but before the crop has been planted, the actual expense of working the acreage vacated plus $5.00 per acre. (2) If there is a growing crop, then the average return on an acreage basis that the same crops bring on other land covered by this Lease or, if there is no other land covered by this Lease, then on similar land in the immediate vicinity. C. Any payments made to Lessee under this section shall be based on the Lessee's share of the crop land actually cultivated and farmed under this Lease, less harvesting costs. Section 11. Subordination to U.S. and FAA Requirements. This Lease is subordinate to the provisions of any existing or future agreement between the City and the government of the United States relating to the operation or maintenance of the Airport, where the execution of said agreement(s) is required as a condition to the expenditure of federal funds for the development of the Airport. If the effect of said agreement(s) with the United States, either under this Section 11 or under Section 9 above, is to take any of the Premises under this Lease out from the control of City, then City shall make every effort to provide Lessee with land substantially similar to the Premises used by Lessee for the remainder of the Term if similar premises are available for the type of use granted within this Lease. Section 12. Maintenance; Utilities. A. Lessee, at its own expense, shall maintain the Premises in good appearance and repair and in a safe condition. Lessee shall, except during the growing season prior to harvest, keep the Premises mowed to a height under 12 inches. B. Within seven days of harvest, Lessee shall plow under the remains of the harvested crop. Additionally, Lessee shall spray the plowed -under areas with an approved growth inhibitor in order to prevent secondary growth of the remains. C. Lessee must ensure that the Premises are maintained free of foreign object debris and shall control soil erosion on the Premises. D. The Aviation Director is the sole judge of the quality of Lessee's maintenance, which must be reasonable and consistent with other City and Airport properties. The Aviation Director may at any time during City's normal business hours, without prior notice, enter upon the Premises to determine if Lessee is fulfilling the maintenance requirements of this Lease. The Aviation Director must notify Lessee in writing of any default. If the required maintenance, in Aviation Director's deficiency notice to Lessee, is not commenced by Lessee within 15 days after receipt of written notice, or is not diligently prosecuted to completion within the time stated in the notice, the Aviation Director may enter upon the Premises and perform the subject maintenance, and Lessee agrees to reimburse the City for its cost plus 20% overhead within 30 days after the Aviation Director's Page 3 of 15 —66— written demand is made, together with copies of all bids for the repairs and maintenance. E. Lessee must immediately remove or correct any hazardous or potentially hazardous condition on the Premises upon knowledge thereof, or after receipt of notice from the Aviation Director, whichever occurs sooner. At the Aviation Director's direction, Lessee must close the Premises, or affected portion, until the hazardous or potentially hazardous condition is removed or corrected. F. Lessee, at its own expense, shall replace any and all utility lines and equipment located on the Premises which may be damaged or destroyed as a result of Lessee's farming or agricultural operations. Lessee, at its own expense, shall repair any and all damage caused to the Premises as a result of the willful or negligent acts or omissions of Lessee, its employees, or agents. G. Lessee shall pay for all utilities, including water and waste disposal, Lessee uses at the Premises. H. Crop Setbacks. (1) Lessee shall plant crops no closer than 10 feet to any Airport perimeter fence. (2) Lessee shall plant crops no closer than 575 feet from any runway centerline and no closer than 1,000 feet from the end of any runway. (3) Lessee shall plant crops no closer than 130 feet from the centerline of any taxiway. (4) Lessee shall plant crops no closer than 113 feet from the edge of any aircraft apron. Section 13. Inspection and Premises Access. The Aviation Director shall have the right to inspect the Premises during the City's normal business hours, without prior notice. The City reserves the right to install wildlife control devises and to take additional wildlife control measures, as may be necessary. The City shall have the right at any and all times of ingress and egress on and over the Premises for the purposes of conducting and carrying on any business incident to activities of the City. Section 14. Security Badges. Each of Lessee's employees needing access to a restricted area (including the area outlined in Section 15 of this Lease) must wear a security badge while in the restricted area. Lessee will pay an issuance fee for each badge and a replacement fee for each lost security badge. The Aviation Director may also require the payment of a reasonable deposit fee for each security badge issued consistent with fees charged to other tenants at the Airport. Lessee must notify the Aviation Director immediately after any employee of Lessee who was issued a security badge is terminated or loses a badge. Lessee and Lessee's employees must comply with all City and federal security regulations and requirements. —67— Page 4 of 15 Section 15. Access to the Aircraft Operating Area. A. Lessee and its respective contractors, suppliers of materials, furnishers of services, employees, agents, and business invitees must comply with all present and future laws, rules, regulations, and ordinances promulgated by the City, the Airport, the federal Transportation Security Administration ( "TSA "), the FAA, or other governmental agencies to protect the security and integrity of the Airport's aircraft operating area ("AOA "), as shown on the attached Exhibit B, which is incorporated in this Lease as if fully set out herein. Subject to the approval of the Aviation Director, Lessee must adopt procedures to control and limit access to the AOA by Lessee and its respective contractors, suppliers of materials, furnishers of services, employees, agents, and business invitees in accordance with all present and future City, Airport, TSA, and FAA laws, rules, regulations, and ordinances. B. Lessee must pay all FAA and TSA fines associated with security breaches or infractions committed by Lessee's employees, agents, contractors, suppliers, and business invitees in the AOA, regardless of whether the fine is assessed to the City or the Airport, as set out in the City Code of Ordinances, Sec. 9 -31. c. Lessee agrees to indemnify, hold harmless, and defend the City, its officers, employees, agents, and representatives against the risk of legal liability for death, injury, and damage to persons or property, direct or consequential, arising from entry of persons into the AOA where permitted, allowed, or otherwise made possible by Lessee, its employees, contractors, suppliers of materials, furnishers of services, business invitees, agents, or any other person under the direction of Lessee in violation of City, Airport, TSA, and FAA laws, rules, regulations, or ordinances or Lessee's approved procedures for controlling access to the AOA. D. Lessee will have access to the Premises, subject to compliance with all applicable Airport, TSA, and FAA security procedures. Movement of all persons in the AOA and Premises must be cleared in accordance with Airport, TSA, and FAA rules and regulations. Lessee is primarily responsible for opening and closing any security gates and doors permitting access between the Premises and the AOA. E. No vehicles owned or operated by Lessee may operate within the movement or non - movement areas of the AOA except those in compliance with Airport, TSA, and FAA rules and regulations. Section 16. Operation within Airport Certification. Lessee must comply with all rules that are applicable to its operations at the Airport under the Airport Certification Rules of the Federal Aviation Regulations ( "FAR "), Part 139, as amended [14 CFR Part Page 5 of 15 —68— 139, as amended]. Copies of the FAR are available in the office of the Aviation Director. Section 17. Federal Code Requirements for Equipment Use. Lessee covenants to comply with the notification and review requirements set out in the FAR, Part 77, as amended [14 CFR Part 77, as amended], if Lessee plans to use equipment in its operation that requires notification as outlined in this regulation. Copies of the FAR are available in the office of the Aviation Director. Section 18. Control of Structures and Equipment. Lessee may not make use of or operate any structure, building, antenna, object, or equipment which has its highest point above a mean sea level elevation established by the FAA or the City as a height limitation on said structure, building, antenna, object, or equipment. City may enter the Premises and remove any such structure, building, antenna, object, or equipment and assess the removal expense against Lessee plus a 20% overhead charge. Section 19. Aerial Approaches. The City Manager may take any action necessary to protect the Airport's aerial approaches against obstruction, including the right to prevent Lessee from operating any object or equipment on or adjacent to the Airport, which, in the Aviation Director's opinion, would limit the usefulness of the Airport or constitute a hazard to aircraft. Lessee will not make or permit any use of the Premises which would interfere with landing or taking off of aircraft at the Airport or otherwise constitute an Airport hazard including, but not limited to, electrical or electronic interference with communications, electrical, or electronic equipment, or the creation of smoke, dust, or glaring or misleading lights. Section 20. Right to Overflight. The City hereby reserves, for the use and benefit of the public, a right of flight for the passage of aircraft above the surface of the Premises together with the right to cause in the airspace noise as may be inherent in the operation of aircraft now known or hereafter used for navigation thereof or flight in the air, and using the airspace for landing at or taking.off from, or operating on, the Airport. Section 21. Hazardous Substances. A. Lessee covenants to comply with all environmental laws, rules, regulations, orders, and permits applicable to Lessee's operation on or in the vicinity of the Airport including, but not limited to, required National Pollutant Discharge Elimination System permits and all applicable laws relating to the use, storage, generation, treatment, transportation, or disposal of hazardous or regulated substances. B. Except for hazardous substances governed by and transported in full compliance with the transportation laws of the State of Texas or federal government, Lessee must not use, store, generate, treat, transport, or dispose of any hazardous or regulated substances or waste on or near the Airport without the Aviation Director's prior written approval and without first obtaining. all required permits and approvals from all authorities having jurisdiction over Lessee's operation on or near the Airport. Page 6 of 15 —69— C. If Lessee determines that a threat to the environment including, but not limited to, a release, discharge, spill, or deposit of a hazardous or regulated substance has occurred or is occurring which affects or threatens to affect the Airport or persons, structures, equipment, or other property located thereon, Lessee must notify immediately by verbal report in person or by telephone, to be promptly confirmed in writing, (1) the Aviation Director, (2) the Airport's Public Safety Office, (3) emergency response centers, and (4) environmental or regulatory agencies, as required by law or regulation, and must follow such verbal report with all written reports required by law. D. Lessee agrees to cooperate fully with the Airport in promptly responding to, reporting, and remedying a threat to the environment including, without limitation, a release or threat of release of a hazardous or regulated substance into the drainage systems, soils, ground water, waters, or atmosphere, in accordance with applicable law and as authorized or approved by any federal, state, or local agency having authority over environmental matters. E. Lessee must keep a readily accessible file of materials safety data ( "MSD ") sheets for each hazardous substance on site or transported to the Premises, in accordance with federal and State transportation laws, which file must be posted and immediately available to any Airport or City employee who responds to the scene (Premises) in the event of a discharge of a hazardous substance. Lessee's employees must try to determine which hazardous substance was discharged and have that MSD sheet available for the first responders to the scene. F. Lessee must promptly undertake all required remediation and pay all costs associated with Lessee's action or inaction that directly or indirectly prevents the Airport from materially conforming to all then applicable environmental laws, rules, regulations, orders, or permits. G. Lessee agrees and acknowledges that the obligations set forth in this section survive termination of this Lease. Section 22. Nondiscrimination and Affirmative Action. A. Nondiscrimination - General. Lessee, for itself, its employees, agents, and representatives, as a part of the consideration for the making of this Lease, covenants that: (1) no person on the grounds of race, creed, color, religion, sex, age, national origin, handicap, or political belief or affiliation will be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination in the use of the Premises; (2) Lessee will use the Premises in compliance with all requirements imposed by or pursuant to 14 CFR Part 152, Subpart E, Nondiscrimination in Airport Aid Program, Title VI of the Civil Rights Act of 1964 and 49 CFR, Subtitle A, Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as said Title and Page 7 of 15 —70— regulations may be amended, and with other applicable State and federal laws, rules, or regulations, as amended. B. Nondiscrimination - Business Owner. This Lease is subject to the requirements of 49 CFR Part 23. Lessee agrees that it will not discriminate against any business owner because of the owner's race, color, national origin, or sex in connection with the award of performance or any concession agreement, management contract or subcontract, purchase or lease agreement, or other agreement covered by 49 CFR Part 23. C. Remedy for Breach. If Lessee breaches a nondiscrimination covenant, the City may immediately reenter the Premises, and the Premises and all Lessee's interest therein reverts to the City. This provision is not effective until the procedures of 49 CFR Part 21 are completed, including exercise or expiration of appeal rights. D. Affirmative Action. Lessee covenants that it will undertake an affirmative action program as required by 14 CFR Part 152, Subpart E, to ensure that no person on the grounds of race, creed, color, religion, sex, age, national origin, handicap, or political belief or affiliation is excluded from participating in any employment activities covered in 14 CFR Part 152, Subpart E. Lessee covenants that no person will be excluded on these grounds from participating in or receiving the services or benefits of any program or activity covered by that subpart. Lessee further covenants to require its covered sub - organizations to provide similar assurances to Lessee to undertake affirmative action programs and to require assurances from their sub - organizations, as required by 14 CFR Part 152, Subpart E. Lessee, at its own expense, will comply with any applicable requirements of the Americans with Disabilities (ADA) Act, as it may be amended. Section 23. Compliance with Laws. A. General. Lessee must promptly observe, comply with, and execute the provisions of any and all present and future governmental laws, ordinances, rules, regulations, requirements, orders, and directives applicable to Lessee's use and occupancy of the Premises. Failure to observe or comply with any law, rule, or regulation will subject this Lease to cancellation by the City under Section 24 of the Lease. B. Federal. Lessee covenants to comply with all applicable federal laws, rules, and regulations including, without limitation, the Drug Free Workplace Act, the Violence in the Workplace Act, the Americans with Disabilities Act, and any other acts that the U.S. Congress passes that apply to any entity that operates at the Airport. C. State and Local Laws. Lessee covenants to comply with all applicable State and local laws, rules, regulations, and policies. Page S of 15 —71— Section 24. Cancellation; Termination; Re- entry. A. Cancellation by Lessee. Without limiting any other rights and remedies to which Lessee may be entitled by common law, statutory law, or as elsewhere provided in this Lease, this Lease may be canceled by Lessee at any time after the happening, and during the existence, of one or more of the following events: 1. The permanent abandonment of the Airport; 2. The lawful assumption by the United States government, or any authorized agency thereof, of the operation, control, or use of the Airport, or any substantial part or parts thereof, that substantially restricts Lessee from operating for at least 150 days; 3. The issuance by any court of competent jurisdiction of an injunction that prevents or restrains the use of the Airport by the Lessee and that continues for at least 150 days; or 4. The default by the City in the performance of any covenant and the failure of the City to remedy the default within 60 days after receipt from Lessee of written notice to remedy the same. Termination by City. Without limiting any other rights and remedies to which City may be entitled by common law, statutory law, or as elsewhere provided in this Lease, this Lease may be terminated by City if Lessee; 1. Is in arrears in the payment of any portion of the Lease Payment or of any fees or charges required to be paid by Lessee under this Lease in excess of ten (10) business days ( "business" days are Monday through Friday) or other time as may be provided herein; 2. Makes a general assignment for the benefit of creditors; 3. Abandons the Premises or any part thereof; 4. Otherwise defaults in the performance of any of Lessee's covenants and continues the default in excess of 30 days or other time as may be provided herein, after receipt of written notice from Aviation Director of the default. If the default cannot reasonably be cured within 30 days or within any other time set out in the notice of default, Lessee shall submit a plan to remedy the default to the Aviation Director for approval within thirty (30) days from receipt of the notice. The Aviation Director shall have sole discretion regarding the approval or rejection of Lessee's proposed plan. C. City's Right to Entry. 1. If the City terminates this Lease or if Lessee abandons the Premises, the City may enter upon the Premises. Page 9 of 15 —72— 2. In the event of termination by City or abandonment by Lessee, Lessee hereby irrevocably appoints the City Manager as its agent to remove any and all persons and property from the Premises and place any property in storage for the account of and at the expense of Lessee. All property on the Premises is hereby subject to a contractual landlord's lien to secure payment of delinquent rent and other sums due and unpaid under this Lease, and any and all exemption laws are hereby expressly waived in favor of said landlord's lien. Futhermore, it is agreed that said landlord's lien is not a waiver of any statutory or other lien given or which may be given to City by the Lessee but is in addition thereto. 3. Lessee agrees, that in the case of a default, if Lessee fails to remove any property on the Premises within thirty days following the default, the City Manager may sell Lessee's property found on the Premises at a public or private sale with proceeds of the sale applied first to the cost of the sale, then to the cost of storage of the property, if any, and then to the indebtedness of Lessee, with the surplus, if any, to be mailed to Lessee at the address herein designated. If the City terminates this Lease and reenters the Premises, the City may relet the Premises and, if a sufficient sum is not realized after paying the expenses of the reletting to satisfy the rent owed and other sums agreed to be paid by Lessee, Lessee agrees to pay any deficiency within 30 days of the Aviation Director's written demand therefor. D. Notice of Termination. If an event of default occurs and, after due notice identifying the default, the defaulting party has failed to cure, the complaining party may at any time after the expiration of any cure period terminate this Lease by providing written notice of termination. The Lease will be terminated on the date specified in the notice but not sooner than five (5) business days after the postmarked date of the notice. Rental payments are payable only to the date of termination. This Subsection is subject to the requirements set out in Subsection B of this Section. Section 25. Property Removal upon Expiration or Termination. A. Removal of Equipment. Upon termination or expiration of this Lease, Lessee may remove all equipment on the Premises so long as Lessee removes same within 30 calendar days after termination or expiration of the Lease. Any damage to the Premises caused by Lessee's removal of its property must be repaired by Lessee within 15 business days after termination or expiration of the Lease, at Lessee's expense, and to the satisfaction of the Aviation Director. B. Notwithstanding the foregoing, if Lessee fails to remove equipment within 30 days from the date of termination or expiration of this Lease, then the City Manager, may at his or her option, take title to the said personalty and sell, lease, or salvage the same, as permitted by law. Any net expense the City Manager incurs on behalf of the City in disposing of the personalty must be paid by Lessee within 10 days of the City Manager's written demand thereof. The City Manager will provide Lessee with a written itemized breakdown of the costs recaptured, if Page 10 of 15 —73— any, by the sale, lease, or salvage of the property, and the balance due, which must be paid by Lessee upon receipt of said itemized breakdown. Section 26. Holdover. Any holding over by Lessee of the Premises after the expiration or other termination of this Lease will be on a month -to -month tenancy at sufferance, at the then current annual rental rate, and Lessee agrees to surrender the Premises upon 30 days written notice. Failure to timely surrender Premises following notice subjects Lessee to payment of a holdover fee equal to 1112th of the then current annual rent (Lease Payment) for each month of delay, in addition to the payment of rent. Section 27. Re- delivery of Premises. Upon expiration or termination of this Lease, Lessee must deliver the Premises to City peaceably, quietly, and in as good condition as the same now are or may be hereafter improved by Lessee or City, normal use and wear thereof excepted. In addition to a landlord's lien provided by the law of the State of Texas, the City has a contractual lien on all property of Lessee on the Premises as security for nonpayment of rent. Section 28. Indemnification. A. GENERAL — Lessee must indemnify, hold harmless, and defend the City of Corpus Christi, its officers, employees, agents, and representatives from and against any and all claims and causes of action, administrative proceedings, judgments, penalties, fines, damages, losses, demands, liabilities, or expenses whatsoever (including reasonable attorney's fees and costs of litigation, mediation, and administrative proceedings) which may be brought, alleged, or imposed against the City, its officers, employees, agents, or representatives arising directly or indirectly from or in any way connected with (i) any property damage or loss, personal injury including death, or adverse effect on the environment arising out of Lessee's action or inaction with regard to the operations of Lessee hereunder, including the use or occupancy of the Premises, or in providing access to secured areas of the Airport as set out herein, excepting only that liability as may result from the gross negligence or the wilful misconduct of the City, including its officers, employees, agents, and representatives; (ii) the failure of Lessee, its agents, or employees to comply with the terms and conditions of this Lease or to comply with any applicable federal, State, or local laws, rules, regulations, or orders including, but not limited to, any and all applicable federal, State, or local environmental laws, rules, regulations, or orders; or (iii) release of any hazardous or regulated substances or waste onto, Page 11 of 15 —74— into, or from the Premises or other Airport property, connected in any way with Lessee's operations or the action or inaction of Lessee, its agents, or employees, regardless of whether the act, omission, event, or circumstance constituted a violation of applicable law at the time of the occurrence. The rights and obligations set forth in this Paragraph shall survive the termination of this Lease. B. NOTICE — Notwithstanding the above indemnifications, Lessee must give the Aviation Director notice of any matter covered hereby and forward to the Aviation Director copies of every demand, notice, summons, or other process received in any claim or legal proceeding covered hereby within 10 working days of Lessee's receipt of said notice, demand, summons, or other process. C. INDEMNITY WAIVER — Lessee, if a charitable association, corporation, entity, or individual enterprise having or claiming an immunity or exemption (statutory or otherwise) from and against liability for damage or injury to property or persons, hereby expressly waives its right to plead defensively the immunity or exemption as against City, including its officers, employees, agents, or representatives, as the case may be. Section 29. Insurance. A. Lessee must provide insurance in the amounts and types of coverages required by the City's Risk Manager ( "Risk Manager "), a copy of which is attached and incorporated as Exhibit C. Lessee's insurance company must provide the Aviation Director and Risk Manager certificate(s) of insurance 30 days prior to the annual anniversary date of the Effective Date of the Lease, which shows the levels and types of insurance. B. If the term of this lease exceeds one year, the Risk Manager shall annually assess the levels and types of insurance required by the Lease. The Risk Manager may increase or decrease the levels or types of insurance by giving Lessee notice no less than 60 days prior to the annual anniversary date of the Effective Date of the Lease. Lessee has 30 days to procure the changed insurance and provide written proof of insurance to the Aviation Director. C. All insurance required by this Lease must be primary insurance and not in excess of or contributing with other insurance which Lessee may carry. All policies must name the City as an additional insured. Section 30. Notice. A. Notices are sufficient if in writing and sent by certified mail, return receipt requested, postage prepaid, or by overnight delivery service as addressed below: Page 12 of 15 —75— If to the City: Corpus Christi International Airport Attn: Aviation Director 1000 International Drive Corpus Christi, Texas 78406 If to Lessee: Mr. Matt Danysh 2578 CR36 Robstown, Texas 78380 B. Either party may change the address to which notices are sent under this section by providing a change of address, in writing, to the other party within ten (10) business days of the change. Section 31. General Provisions. A. Mineral Rights. City expressly reserves all water, gas, oil, and mineral rights in and under the soil beneath the Premises. B. No Waiver of Forfeiture. Any failure or neglect of the City Manager or Lessee at any time to declare a forfeiture of this Lease for any breach or default whatsoever hereunder does not waive the City's or the Lessee's right thereafter to declare a forfeiture for a similar, other, or succeeding breach or default. C. Force Majeure. Neither the City nor Lessee will be deemed to be in breach of this Lease if either is prevented from performing any of its obligations hereunder by reason of force majeure. "Force majeure" means any prevention, delay, or stoppage due to strikes, lockouts, labor disputes, acts of God, including inclement weather or periods of excessive rain or snow, inability to obtain labor or materials or reasonable substitutes therefore, governmental restrictions or requirements, governmental regulations, governmental controls, inability to timely obtain governmental approvals, enemy or hostile governmental action, civil commotion, fire or other casualty, and other causes beyond the reasonable control of the party obligated to perform. All of the foregoing events excuse the performance by either party for a period equal to any prevention, delay, or stoppage, excluding the obligations imposed with regard to the payment of rental and other charges to be paid by Lessee pursuant to this Lease. D. Rules and Regulations. The Aviation Director may adopt and enforce rules, regulations, and policies to be uniformly applied to similar uses and users of similar space, which Lessee agrees to observe and obey with respect to the use of the Premises and the Airport, and the health, safety and welfare of those using the Premises and the Airport. E. Headings. The titles and headings in this Lease are used only for reference and in no way define or limit the scope or intent of any provision of this Lease. F. Venue. Venue of any action brought under this Lease lies in Nueces County, Texas, exclusively, where the Lease was executed and will be performed. Page 13 of 15 —76— G. Successors and Assigns. Subject to the limitations upon assignment and transfer contained herein, this Lease binds and inures to the benefit of the parties hereto, their respective heirs, successors, and assigns. H. No Third Party Benefit. No provision of this Lease creates a third party claim against the City of Corpus Christi, the Airport, or Lessee, beyond that which may legally exist in the absence of any such provision. Taxes and Licenses. Lessee must pay, prior to the past due date, all taxes of whatever character, including ad valorem and intangible taxes, that may be levied or charged upon the Premises or operations hereunder and upon Lessee's rights to use the Premises, whether the taxes are assessed against Lessee or City. Additionally, Lessee must pay any and all sales taxes arising in connection with its occupancy or use of the Premises whether the taxes are assessed against Lessee or City. Lessee must obtain and pay for all licenses or permits necessary or required by law for the installation of equipment and for the conduct of its operations under this Lease. If Lessee wishes to contest any tax or charge, that contest will not be a default under the Lease so long as Lessee diligently prosecutes the contest to conclusion and promptly pays whatever tax is ultimately owed. Furthermore, Lessee must pay any taxes not being contested prior to the past due date. J. Trash and Refuse. Lessee must arrange for the collection and lawful disposal of all trash and other refuse resulting from its operation on the Premises. Lessee must provide and use, within Lessee's leased area, suitable sealed and fireproof receptacles approved by the Aviation Director for all trash and other refuse generated by Lessee's use of the Premises. The piling of boxes, barrels, or other similar items in or within view from a public area is not permitted. K. If Lessee consists of two or more individual persons or entities, each person or entity named in this Lease is jointly and severally liable for all performances, obligations, and duties imposed by the terms, conditions, and covenants of this Lease. L. Publication Costs. All costs for publication of notice of this Lease required by the City Charter, if any, must be paid by Lessee. M. Disclosure of Interests. In compliance with Section 2 -349 of the City's Code of Ordinances, the Lessee shall complete the City's Disclosure of Interests form, which is attached to this Agreement as Exhibit D, the contents of which, as a completed form, are incorporated in this document by reference as if fully set out in this Lease. Page 14 of 15 —77— EXECUTED IN DUPLICATE ORIGINALS this day of , 2009. Attest: Armando Chapa City Secretary Approved as to legal form: CITY OF CORPUS CHRISTI 'Angel R. Escobar City Manager 2/a3/ , 2009 SIT ti ,. /It Elizab- l R. Hundley Ass. . nt City Attorney for the City Attorney LESSEE: M gjDanys Signat STATE OF TEXAS § COUNTY OF &weer § 3k ()9 Date This instrument was acknowledged before me on `arm/) 093 , 2009, by Matt Danysh, TXDL # 00759 aQ8 , an individual person. 1 OLGA DELACRUZ Notary Public, State of Texas My Commission Expires August 19, 2009 1 —78— Nota — Public, State of xas Page 15 of 15 rE,;E is9:::v:: ie:iFt !!!!!,:'?!Siizi !A9N*',.!!!!,7,it ::'.!: ::ail::;:.: i'I' �:: �!:::::: �:': �:`:!:! �::::' YI Ei': �9i:..:.::::.::.::...:,..:. �¢ R,:: �:::,::::,..:.!�i�:��r!:::r� HSANVO CITY OF CORPUS CHRISTI CORPUS CHRISTI INTERNATIONAL AIRPORT CORPUS CHRISTI, TEXAS —74- FARM LEASE EXHIBIT " A " Shoot No. 1 EXHIBIT B AIRCRAFT OPERATION AREAS SITE PLAN AIRPORT MOVEMENT /NON- =MOVEMENT AREAS CORPUS CHRISTI INTERNATIONAL. AIRPORT CORPUS CHRISTI, TEXAS -80- EXHIBIT C INSURANCE REQUIREMENTS I. Lessee's Liability Insurance A. Lessee must not commence work under this agreement until all insurance required herein is obtained and such insurance approved by the City. Lessee must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been obtained. B. Lessee must furnish to the City's Risk Manager, two (2) copies of Certificates of Insurance, showing the following minimum coverage by insurance company(s) acceptable to the City's Risk Manager. The City must be named as an additional insured for the General Liability policy and a blanket waiver of subrogation is required on all applicable policies. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -day written notice of cancellation, termination, non - renewal or material change is required on all certificates Bodily Injury and Property Damage Per occurrence aggregate Commercial General Liability or Farm Liability coverage including: 1. Commercial Broad Form 2. Premises — Operations 3. Products/ Completed Operations Hazard 4. Contractual Liability 5. Independent Contractor 6. Broad Form Property Damage 7. Personal Injury 8. Herbicide/ Pesticide Liability $1,000,000 Combined Single Limit Farm Auto Liability or Automobile Liability - - -- owned, non -owned or rented $1,000,000 Combined Single Limit Workers' Compensation or Farm/ Ranch Owners Liability Employers Liability Applicable if employs any one other than himself/ herself Which complies with the Texas Workers Compensation Act $500,000 C. In the event of accidents of any kind, Lessee must furnish the Risk Manager with copies of all reports within (10) ten days of any accident. 2007 Airport Farm land lease ins. req. —81— Exhibit C (page 2 of 2) II. ADDITIONAL REQUIREMENTS A. Lessee must obtain workers' compensation coverage through a licensed insurance company in accordance with Texas law. The contract for coverage must be written on a policy and with endorsements approved by the Texas Department of Insurance. The coverage provided must be in amounts sufficient to assure that all workers' compensation obligations incurred by the Successful Bidder will be promptly met. B. Certificate of Insurance: The City of Corpus Christi must be named as an additional insured on the General Liability coverage and a blanket waiver of subrogation is required on all applicable policies. If your insurance company uses the standard ACORD form, the cancellation clause (bottom right) must be amended by adding the wording "changed or" between "be" and "canceled ", and deleting the words, "endeavor to ", and deleting the wording after "left". In lieu of modification of the ACORD form, separate policy endorsements addressing the same substantive requirements are mandatory. The name of the project must be listed under "Description of Operations" At a minimum, a 30 -day written notice of cancellation, material change, non - renewal, termination is required. C. If the Certificate of Insurance on its face does not show the existence of the coverage required by items 1.B (1) -(8), an authorized representative of the insurance company must include a letter specifically stating whether items 1 .B. (1 )-(8) are included or excluded. 2007 Airport Farm land lease ins. req. —82— ref EXHIBIT D CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST City ofCorpus Christi Ordinance 1 7112, as amended, requires all persons or firms s-=1 -i q to do business with the City to provide the following information. Every question must be answered. If the question m not applicable, answer with 'WA". See reverse side for de ons. / COMPANY NAME : g9� ,�y h P.O. BOX S't r. FQtM IS: &c?-g' Cr 3 Co ,crnr: �� b C f c� w -L up: 9-81-30 () 1. 4. Association 2. ership) ( ) 3. Sole Owner 5. Other ( DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet 1. Sr more of the of ��" of the City of Corpus Christi having an ownership hmnsst" continuing 3% ownership in the above named "firm." Name , Job Title and City Department (if known) 2. State the names of each "official" of the City of Corpus Christi having an "ownership honest' constituting 3% or mare of the ownership in the above named "firm." Nam4 ,/9 Tole 3. State the names of each "board member" of the City of Corpus Christi having an "owneodtip interest" continuing 3% or more of the ownership in the above named "firm." Name Nie Board, Commission, or Committee 4. State the names of each employee or officer of a "consultant" for the City of Corpus Cbristi who worked on any matter related to the subject of this contract and has an "ownership interest' constituting 3% or more of the ownership in the above named "fun." Consultant I certify that all information . •- withheld disclosure of inf. City of Corpus - •ded n CERTIFICATE is • and correct as of the date of this statement that I have not knowingly -• and that supplemental statements will be promptly submitted to the � � _ occur. Ces1ifyingPerson: / 1L��r7 ✓i V e n•a �f�a Signature of Certifying Person: ,� �!/ .�� Title: Ow itit r- Date: 3/93 j6 9 4 AGENDA MEMORANDUM City Council Action Date: March 31, 2009 SUBJECT: Sharpsburg Lift Station and Up River Road Force Main Rehabilitation Project No. 7389 / CIP No. WW 29 AGENDA ITEM: Motion authorizing the City Manager, or his designee, to execute Amendment No. 1 to the Contract for Professional Services with Coym, Rehmet & Gutierrez Engineering, L.P., in the amount of $226,780 for a total re- stated fee of $275,565 for the Sharpsburg Lift Station and Up River Road Force Main Rehabilitation Project for design, bid, construction, and additional phase services. ISSUE: The Sharpsburg Lift Station presently experiences near - overflow conditions in extreme wet weather. The gravity sanitary sewers upstream of the lift station have experienced sanitary sewer overflows. An upgrade of the existing Wood River Lift Station and Force Main System, which flows into an upstream reach of the Sharpsburg Lift Station, is presently in the construction phase with completion expected in mid -2009. While the average daily flows will generally remain the same from the Wood River Lift Station, the upgrade will exacerbate peak flow situations. The existing pumps are inadequate to accommodate the peak flows and future projected flows for a 20 -year design span. Consequently, this proposed Amendment No. 1 includes the design of the rehabilitation of the existing Sharpsburg Lift Station, including the installation of new pumps, new piping, new flow meter and other appurtenances. FUNDING: Funding is available through the Capital Improvement Budget FY 2009. RECOMMENDATION: Staff recommends approval of the motion as presented. Foster Crowell 3�c7 Director of Wastewater Services Additional Support Material: Exhibit "A" Background Information Exhibit "B" Prior Actions Exhibit "C" Contract Summary Exhibit "D" Location Map H; HOME RedtellelGEMwestewater \7389- Sharpsturg LS 8, Up River FIAIAmd. No. Pia Memo.doc Pete Anaya, P.E. Director of Engineering Services AGENDA BACKGROUND INFORMATION SUBJECT: Sharpsburg Lift Station and Up River Road Force Main Rehabilitation Project No. 7389 / CIP No. WW 29 AMENDMENT NO. 1 DESCRIPTION: This project will provide for the rehabilitation of the existing Sharpsburg Lift Station near the intersection of Sharpsburg Road, Up River Road and IH -37. Design, Bid and Construction Phase Services: 1. Prepare Special Provisions, Specifications and Forms of Contracts and Bonds 2. Provide Quality Assurance /Quality Control (QA/QC) for pre -final review and prepare submittal for the City's review depicting final complete development of the construction drawing and specifications. 3. Address comments received from the City for the pre -final submittal. 4. Provide Quality Assurance /Quality Control ( QA/QC) final review and submit one (1) hard copy and one (1) electronic copy of the final contract drawings and specifications to the City for bidding process. 5. Update the Opinion of Probable Costs. 6. Provide Bid Phase Services in accordance with Exhibit 'A' of the Contract for Professional Services. 7. Provide Construction Phase Services in accordance with Exhibit 'A' of the Contract for Professional Services. 8. Prepare monthly progress reports for submittal to the City. Monthly progress reports shall be submitted by the 5th of each month. Additional Services: 1. Boundary Survey: The NE will review existing ROW and City tract boundaries deeds to ascertain any conflicts and provide field surveys to exactly ascertain the City Property Boundaries in the proximity of the proposed project. All work must comply with Category 1 -A, Condition I specifications of the Texas Society of Professional Surveyors' Manual of Practice for Land Surveying in the State of Texas, Ninth Edition. All work must be tied to and conform with the City's Global Positioning System (GPS) control network and comply with all TxDOT requirements as applicable. NE Consultant will be required to perform all necessary deed research. H:W OME\ RachellelGENMWastewater173S9- Sherpsburp LS 8 Up River FMM,d. No.sV}/genda Beckground.doc EXHIBIT "A" Page 1 of 3 2. Topographic Survey: Provide field surveys, as required for design including the necessary control points, coordinates and elevations of points. Establish base survey controls for line and elevation staking (not detailed setting of lines and grades for specific structures and facilities). All work must be tied to and conform with the City's Global Positioning System (GPS) control network and comply with Category 6, Condition I specifications of the Texas Society of Professional Surveyors' Manual of Practice for Land Surveying in the State of Texas, Ninth Edition. Include reference to a minimum of two (2) found boundary monuments from the project area. 3. Environmental Issues: (To be determined) 4. Construction Observation Services (26 Weeks — 20 Hours/Week): a) Provide construction observation services as authorized by the City and delineated in Exhibit "A." b) Conduct daily site visits to the project site during construction. c) Prepare daily reports and coordinate site visits with CRG office staff. d) Provide detailed coordination with City staff during construction. e) Coordinate construction activities with material testing lab. 5. Start-Up Services: Provide on -site services and verification for all start-up procedures during actual start up of major Project components, systems, and related appurtenances if needed and required. 6. Warranty Phase: Provide a maintenance guaranty inspection toward the end of the one -year period after acceptance of the Project. Note defects requiring contractor action to maintain, repair, fix, restore, patch, or replace improvement under the maintenance guaranty terms of the contract. Document the condition and prepare a report for the City staff of the locations and conditions requiring action, with its recommendation for the method or action to best correct defective conditions and submit to City Staff. Complete the inspection and prepare the report no later than sixty (60) days prior to the end of the maintenance guaranty period. 7. Hydro- Excavation: Upon receiving authorization from the City to proceed, conduct hydro- excavation to identify underground utilities. The hydro- excavation process will conform to subsurface utility engineering in accordance with ASCE Standard C -I, 38- 02, and shall be in accordance with Section 1.e of Basic Services. 8 SCADA Documentation: Provide standardized SCADA documentation, which will include PFDs, P &IDs' loop sheets, logics, SCADA architecture, DCS I/O lists, instrument lists, tie -in lists, piping lists, equipment lists, and Instrumentation specification sheets. EXHIBIT "A" Page 2 of 3 H: WOMEV tachelle %GEMWesteweter\7389Sharpsburg LS & Up River FMIAmd. N. ato/1e Background doc PROJECT BACKGROUND: The existing pumps at the Sharpsburg Lift Station are inadequate to accommodate the peak flows and future projected flows for a 20 -year design span. The reasons this rehabilitation is necessary are as follows: ➢ Inadequate pumping capacity to accommodate the anticipated 20 -year design period flows and existing peak flow conditions. ➢ Discharge and manifold piping and valves are in a below -grade vault which is difficult to access for maintenance purposes and presents confined -space requirements for maintenance personnel. ➢ Undersized influent line from Sharpsburg Road confluence of incoming sanitary sewers. ➢ Lift Station facilities do not include the latest City Wastewater Department standard equipment and features required by TCEQ including: • Odor control facilities • Package control room • Standby generator • Flow meter • Security fence and security gate features per TCEQ requirements. EXHIBIT "A" Page 3 of 3 H: WOME\ Rarhelle \GEMWaetewateI7389Sharpaeurg LS & Up River FMWntl-N90lponea Beckgraund.doc PRIOR PROJECT ACTIONS SUBJECT: Sharpsburg Lift Station and Up River Road Force Main Rehabilitation Project No. 7389 / CIP No. WW 29 PRIOR COUNCIL ACTION: 1. December 16, 2008 - Ordinance approving the FY 2009 Capital Budget and Capital Improvement Planning Guide in the amount of $163,391,300. (Ordinance No. 028006) PRIOR ADMINISTRATIVE ACTION: 1. July 24, 2008 — Administrative approval of a Small A/E Agreement for Architect/Engineer Consultant Services with Coym, Rehmet & Gutierrez Engineering, LP, in the amount of $48,785 for the Sharpsburg Lift Station and Up River Road Force Main Rehabilitation project. —91— H:WOMEI iechellelGEMWaslewaleA7388- Sherpsburg LS 8 Up River FMVend. No. 11Prior AGions.doc EXHIBIT "B" 1 Page 1 of 1 CONTRACT SUMMARY SUBJECT: Sharpsburg Lift Station and Up River Road Force Main Rehabilitation Project No. 7389 / CIP No. WW 29 This project includes the rehabilitation of the existing Sharpsburg Lift Station near the intersection of Sharpsburg Road, Up River Road and IH -37. The improvements will include installation of new pumps, modification of the existing structure, construction of new piping, new flow meter, electrical improvements, standby generator installation, odor control facility installation, construction of site fill, pavement, fencing, security gate with card reader and all related appurtenances. 2. SCOPE OF SERVICES The A/E hereby agrees, at its own expense, to perform professional services necessary to review and prepare plans, specifications, and bid and contract documents. In addition, NE will provide monthly status updates (project progress or delays, gantt charts presented with monthly invoices) and provide contract administration services, as described in Exhibit "A" and "A -1 ", to complete the project. 3. SCHEDULE ACTIVITY DATE Begin Design Phase Upon Approval of Design Memorandum Submit Pre -Final Contract Doc's and Construction Plans Three (3) months after approval of Design Memorandum Submit Final Contract Doc's and Construction. Plans Two (2) weeks after receipt of comments Pre -Bid Conference Two (2) weeks after Bid Advertisement Project Bid Date Four (4) weeks after Bid Advertisement Begin Construction One (1) month after Council Action Complete Construction Six (6) months after Begin Construction H: WOMEViechelle \GENtWesteweted7359- Sharpsburp LS & Up River FMWne. No..g9 ntrect Summery.doe EXHIBIT "C" Page 1 of 2 FEES The estimated cost of construction for the Sharpsburg Lift Station and Up River Force Main is $2,028,900. The basic service fee for the project is $184,560. Therefore, the percentage of basic engineering services cost to construction cost is 9.1%. H1HOME RechellelGEMWasiewater173S9- Sharpsburg LS & Up River FMWmd. No. 11Contract Summery.doc —93— Original Contract Amend. No. 1 Total BASIC SERVICES 1 Preliminary Phase 548,785.00 $0.00 $48,785.00 2 Design Phase 0.00 106,555.00 106,555.00 3 Bid Phase 0.00 5,770.00 5,770.00 4 Construction Phase 0.00 23,450.00 23,450.00 Subtotal Basic Services 48,785.00 135,775.00 184,560.00 ADDITIONAL SERVICES 1 Boundary Survey 0.00 4,270.00 4,270.00 2 Topographic Survey 0.00 3,115.00 3,115.00 3 Environmental Issues 0.00 0.00 0.00 4 Construction Observation Services 0.00 48,400.00 48,400.00 5 Start-up Services 0.00 3,500.00 3,500.00 6 Warranty Phase 0.00 4,260.00 4,260.00 7 Hydro- Excavation 0.00 25,700.00 25,700.00 8 SCADA Documentation 0.00 1,760.00 1,760.00 Subtotal Additional Services 0.00 91,005.00 91,005.00 Total Fee $48,785.00 $226,780.00 $275,565.00 07/24/08 Admin Approval The estimated cost of construction for the Sharpsburg Lift Station and Up River Force Main is $2,028,900. The basic service fee for the project is $184,560. Therefore, the percentage of basic engineering services cost to construction cost is 9.1%. H1HOME RechellelGEMWasiewater173S9- Sharpsburg LS & Up River FMWmd. No. 11Contract Summery.doc —93— \ Mproject \ councilexhibits\ exh 73894 PROJECT # 7389 LOCATION MAP NOT TO SCALE SHARPSBURG LIFT STATION AND UP RIVER ROAD FORCE MAIN REHABILITATION 04 CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES PAGE: 1 of 1 DATE: 3/17/2009 5 AGENDA MEMORANDUM DATE: March 31, 2009 SUBJECT: Airline Road from Saratoga to Rodd Field Road (BOND ISSUE 2008) (Project No. 6465) CIP No. Bond 2008 Streets 04 AGENDA ITEM: Motion authorizing the City Manager, or his designee, to execute a Contract For Professional Services with HDR Engineering, Inc. from Corpus Christi, Texas in the amount of $1,127,716, for Airline Road from Saratoga Boulevard to Rodd Field Road for design, bid, and construction phase services (BOND ISSUE 2008). ISSUE: This project was approved November 4, 2008 in the Bond Issue 2008 Package under Proposition No. 1 Street Improvements. A contract for professional services is required to complete the design phase, bid phase, and construction phase; and requires City Council approval. FUNDING: Funding is available through a reimbursement resolution approved by the City Council on November 18, 2008. RECOMMENDATION: Staff recommends approval of the Motion as presented. 1,/ Pete Anaya, P. E., Director of Engineering Services Additional Support Material: Exhibit "A" Background Information Exhibit "B" Prior Project Actions Exhibit "C" Contract Summary Exhibit "D" Location Map H1USERS2 \HOME\VELMAP \GEN4STREET6465 AIRLINE ROAD\AGENDA MEMD9 7 _ BACKGROUND INFORMATION SUBJECT: Airline Road from Saratoga to Rodd Field Road (BOND ISSUE 2008) (Project No. 6465) CIP No. Bond 2008 Streets 04 PROJECT DESCRIPTION: The Airline Road Project includes the full reconstruction of Airline Road from Saratoga Boulevard to Rodd Field Road. This project includes the reconstruction and widening of the existing unimproved two lane roadway to a five lane roadway with four travel lanes and a continuous left turn lane. Other improvements include curb and gutter, sidewalks, ADA curb ramps, lane striping and pavement markings, and street lighting. Associated utility systems will be relocated, rehabilitated or replaced as appropriate within the project limits. CONTRACT DESCRIPTION: The consultant shall perform the following tasks: BASIC SERVICES 1. Preliminary Phase 2. Design Phase 3. Bid Phase 4. Construction Phase ADDITIONAL SERVICES 1. Permitting 2. Topographic and Right -of -Way (ROW) Acquisition Survey and Parcel Maps 3. Subsurface Utility Engineering (SUE) 4. Televised Inspection of Wastewater Lines 5. Construction Observation Services 6. Warranty Phase Work will not begin on Additional Services until requested by the A/E, and written authorization is provided by the Direct or Engineering Services. Work will begin on the Additional Services if they are authorized by the execution of the Contract for Professional Services. PROJECT BACKGROUND: On Tuesday, November 4, 2008, the City of Corpus Christi held an election to consider a number of ballot propositions to fund major capital improvements for the community, Bond Issue 2008. The November4, 2008 election was held jointly with Nueces County and coincided with the Presidential Election. The Bond Issue 2008 package includes $153 million in projects to be funded from ad valorem property taxes (a General Obligation Bond Issue) in Street, Public Health and Safety, Public Facilities, Parks and Recreation, and Bayfront Master Plan projects. The proposed projects target the City's most immediate needs to improve existing physical EXHIBIT "A" Page 1 of 2 H:\ USERS2 \HOME\VELMAP\GEN\STREET6465 AIRLINE ROADNGENDA BA(SC820UND facilities, provide for growth, and protect the City's investment in its infrastructure. FUTURE COUNCIL ACTION: Approval of various construction contracts to complete the project as required. EXHIBIT "A" Page 2 of 2 H:I USERS2 1HOMENELMAPIGENI STREET 16465 AIRLINE ROADMGENDA BACACISSldD PRIOR PROJECT ACTIONS SUBJECT: Airline Road from Saratoga to Rodd Field Road (BOND ISSUE 2008) (Project No. 6465) CIP No. Bond 2008 Streets 04 PRIOR COUNCIL ACTION: 1. November 13, 2008 — Ordinance canvassing returns and declaring results of the Special Election held on November 4, 2008 in the City of Corpus Christi for the adoption of seven bond propositions and approval of a proposition to restrict vehicular access to and on the portion of the Gulf of Mexico Beach seaward of the concrete portion of the Padre Island Seawall. (Ordinance No. 027939) 2. November 18, 2008 - Resolution expressing official intent to reimburse costs of the 2008 Bond Capital Improvements Projects in an amount not to exceed $152,645,000 for improvements to Streets, Fire Department Facilities, Police Department Facilities, Libraries, Museums, Parks and Recreation Facilities, and Bayfront Development. (Resolution No. 027950) 3. December 16, 2008 - Ordinance approving the FY 2009 Capital Budget and Capital Improvement Planning Guide in the amount of $163,391,300. (Ordinance No. 028006) PRIOR ADMINISTRATIVE ACTION: 1. September 19, 2008 - Distribution of Request for Qualifications (RFQ) No. 2008 -05 Bond Issue 2008 and Other Projects to 206 engineering firms (86 local and 120 non - local). 2. October 14, 2008 — Addendum No. 1 to the Request for Qualifications (RFQ) No. 2008- 05 Bond Issue 2008 and Other Projects to 206 engineering firms (86 local and 120 non- local). 3. October 20.2008— Addendum No. 2 to the Request for Qualifications (RFQ) No. 2008- 05 Bond Issue 2008 and Other Projects to 206 engineering firms (86 local and 120 non - local). EXHIBIT "B" Page 1 of 1 H:\ USERS2 \HOME\VELMAP\GEN\STREET\6465 AIRLINE ROADWRIOR ACTIOM911 O _ CONTRACT SUMMARY SUBJECT: Airline Road from Saratoga to Rodd Field Road (BOND ISSUE 2008) (Project No. 6465) CIP No. Bond 2008 Streets 04 1. SCOPE OF PROJECT This project includes the reconstruction and widening of the existing unimproved two lane roadway to a five lane roadway with four travel lanes and a continuous left turn lane. Other improvements include: curb and gutter, sidewalks, ADA curb ramps, lane striping and pavement markings, and street lighting. Associated utility systems will be relocated, rehabilitated or replaced as appropriate within the project limits. 2. SCOPE OF SERVICES The A/E hereby agrees, at its own expense, to perform design services necessary to review and prepare plans, specifications, and bid and contract documents. In addition, NE will provide monthly status updates (project progress or delays, gantt charts presented with monthly invoices) and provide contract administration services, as described in Exhibit "A" and "A -1 ", to complete the project. 3. PROJECT SCHEDULE DAY DATE ACTIVITY Monday March 30, 2009 Begin Preliminary Phase Friday June 26, 2009 Submit Draft Engineering Letter Report Friday July 10, 2009 ELR Review Meeting Friday July 24, 2009 Submit Final Engineering Letter Report Monday July 27, 2009 Begin Design Phase Friday September 4, 2009 Submit Legal Descriptions and Parcel Maps for ROW Acquisition Friday November 13, 2009 Submit Interim (60 %) Plans Friday November 27, 2009 Design Review Meeting Friday March 19, 2010 Pre -Final Submittal Friday April 2, 2010 Review Meeting Friday April 16, 2010 Final Submittal Monday (2) May 3 & 10, 2010 Advertise for Bids Wednesday May 12, 2010 Pre -Bid Conference Wednesday May 26, 2010 Receive Bids Monday July 26, 2010 Begin Construction Weekday January, 2011 Construction Completion —101— EXHIBIT "C" Page 1 of 2 4. SUMMARY OF FEES Airline - Saratoga to Rodd Field Basic Services Storm Water Water Wastewater Street Total Fees Preliminary Phase 22,483.23 7,728.00 8,393.63 82,858.14 121,463.00 Design Phase 84,150.30 28,924.38 31,415.69 310,121.63 454,612.00 Bid Phase 2,560.72 880.18 955.99 9,437.11 13,834.00 Construction Phase 21,638.05 7,437.49 8,078.10 79,743.36 116,897.00 Subtotal Basic Svc. Fee 130,832.31 44,970.05 48,843.41 482,160.23 706,806.00 Additional Services Permitting 638.61 219.50 238.41 2,353.48 3,450.00 Surveying 19,728.15 6,781.02 7,365.08 72,704.75 106,579.00 Subsurface Utility Engineering 9,366.24 3,219.39 3,496.68 34,517.69 50,600.00 Televised Inspection WW Lines 5,577.17 1,917.00 2,082.12 20,553.71 30,130.00 Construction Observation 40,789.61 14,020.32 15,227.92 150,323.16 220,361.00 Warranty 1,812.16 622.88 676.53 6,678.42 9,790.00 Subtotal Add. Svc. Fee 77,911.94 26,780.11 29,086.74 287,131.21 420,910.00 Total Fee 208,744.25 71,750.16 77,930.15 769,291.44 1,127,716.00 The estimated cost of construction for Air ine Road - Saratoga to Rodd Field is $8,482,527. The basic services fee for the project is $706,806. Therefore, the percentage of basic engineering services cost to construction cost is 8.3 %. Exhibit "C" Page 2 of 2 —102— \Mproject\ councilexhibits \exh6465.dwg AIRLINE ROAD FROM SARATOGA BOULEVARD TO RODD FIELD ROAD BOND ISSUE 2008 CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI TEXAS DEPARTMENT OF ENGINEERING SERVICES PAGE: 1 of 1 DATE:.3 /72/2009 -103- 6 CITY COUNCIL AGENDA MEMORANDUM City Council Action Date: March 31, 2009 AGENDA ITEM: An ordinance by the City Council of the City of Corpus Christi, Texas authorizing the issuance of "City of Corpus Christi, Texas General Improvement Bonds, Series 2009 ", levying an annual ad valorem tax, within the limitations prescribed by law, for the payment of the bonds; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale, and delivery of the bonds; including the approval and distribution of an official statement pertaining thereto; authorizing the execution of a paying agent/registrar agreement and a purchase contract; complying with the requirements imposed by the letter of representations previously executed with the depository trust company; delegating the authority to the Mayor and certain members of the City staff to execute certain documents relating to the sale of the bonds; and providing for an effective date. ISSUE: The voters of Corpus Christi approved on November 8, 2008, $153,000,000 of capital projects. To begin these projects, the City is planning on issuing up to $95,000,000 in General Improvement Bonds in May 2009. The authorization and purpose of the projects approved is as follows: Amount Amount Authorized Purpose Now Offered $104,610,000 Street Improvements $55,310,000 6,250,000 Fire Station Improvements 6,250,000 3,340,000 Police Department Improvements 3,340,000 1,150,000 Public Health Rehabilitation 1,150,000 3,050,000 Public Facilities Improvements 3,050,000 21,600,000 Park and Recreation Improvements 7,900,000 13,000,000 Bayfront Development 13.000.000 S153.000.000 $90.000.000 (plus issuance costs) PREVIOUS COUNCIL ACTION: March 24, 2009 - Motion authorizing the appointment of M. E. Allison as Financial Advisor; Wells Fargo Brokerage Services as Senior Manager; Cabrera Capital Markets, Inc., First Southwest Company, JP Morgan Securities, Inc., Ramirez & Co., Inc., SAMCO Capital Markets, Inc. as Co- Managers; and Fulbright & Jaworski as Bond Counsel for the City of Corpus Christi, Texas General Obligation Improvement Bonds, Series 2009. November 18, 2008 - Resolution expressing official intent to reimburse costs of the 2008 Bond Capital Improvement Projects in an amount not to exceed $152,645,000 for improvements to Streets, Fire Department Facilities, Police Department Facilities, Libraries, Museums, Parks and Recreation Facilities, and Bayfront Development. October 21, 2008 - Resolution expressing official intent to reimburse costs with respect to the Health Department Laboratory Air Handler and Health Department Chiller Replacement ($355,000 as part of Bond 2008) REQUIRED COUNCIL ACTION: Approval of the ordinance providing for the issuance of the General Obligation Improvement Bonds is requested. CONCLUSION AND RECOMMENDATION: City Staff recommends that the City Council approve the ordinance as stated. Attachments: Background Information Timetable Ordinance for General Improvement Bonds Bond Purchase Agreement Preliminary Official Statement Constance P. Sanchez Interim Director of Financial Services -107- BACKGROUND INFORMATION The City of Corpus Christi is planning on issuing up to $95,000,000 in City of Corpus Christi, Texas General Improvement Bonds in May 2009. Attached is a preliminary timetable for the issuance of these general improvement bonds. Because of the fluctuating conditions in the municipal bond market, our financial advisor has recommended that the City Council delegate to the Mayor, City Manager, and Interim Assistant City Manager for Administrative Services (the "Delegated Officials ") the authority to effect the sale of the general improvement bonds subject to the following parameters: (1) the principal amount of the general improvement bonds may not exceed $95,000,000; (2) none of the general improvement bonds shall bear interest at a rate greater than 7% per year, (3) the highest interest rate on any general improvement bond shall not exceed the lowest interest rate on the general improvement bond by more than 4 %, and (4) the general improvement bonds must have a rating issued by a nationally recognized municipal securities ratings organization in one of the four highest rating categories. This authority is scheduled to expire if the Purchase Contract has not been executed by the City and the underwriters by July 31, 2009. The City's bond counsel has confirmed that the City can delegate the sale of the general improvement bonds to the Delegated Officials in the manner outlined above pursuant to the authority contained in Chapter 1371, as amended, Texas Government Code. —108— CORPUS CHRISTI, TEXAS General Improvement Bonds, Series 2009 SCHEDULE OF EVENTS Friday, March 13 City Staff selects Underwriting Syndicate for City Council approval. Monday, March 16 Proposed Senior Manager selects Underwriters Counsel. Tuesday, March 17 Start preparation of Preliminary Official Statement, Bond Ordinance, and Bond Purchase Agreement and Ratings Presentation Booklet. Wednesday, March 18 Submit Agenda item for selection of financing team for March 24th City Council Meeting. Friday, March 20 Distribute first drafts of Preliminary Official Statement, Bond Ordinance, and Bond Purchase Agreement. Monday, March 23 Comments due on Preliminary Official Statement, Bond Ordinance, and Bond Purchase Agreement. Tuesday, March 24 City Council Meeting Selection of financing team. Wednesday; March 25 ➢ Distribute 211d drafts of Preliminary Official Statement, Bond Ordinance, and Bond Purchase Agreement. > Submit Preliminary Official Statement, Bond Ordinance, and Bond Purchase Agreement for March 31 agenda item. Friday, March 27 Final Comments due on Preliminary Official Statement, Bond Ordinance, and Bond Purchase Agreement. Tuesday, March 31 City Council Meeting Approval of Bond Ordinance Parameter/Delegation Approval Authorize distribution of Preliminary Official Statement. Friday, April 3 Distribute 3`d draft of Preliminary Official Statement. Wednesday, April 8 Finalize ratings presentation material. Corpus Christ) Schedule of Events Clean.doc -109- Friday, April 10 Distribute documents to rating agencies and bond insurers. Wednesday, April 15 Rating presentations Thursday, April 16 Rating presentations Tuesday, April 21 Post Preliminary Official Statement to website. Friday, April 24 Receive ratings and insurance bids. Thursday, April 30 Price Bonds. Friday, May 1 Sign Approval Certificate and Bond Purchase Agreement. Monday, May 4 Distribute 1 St draft of the Final Official Statement. Wednesday, May 6 Comments due on Final Official Statement. File Bond Transcript with Texas Attorney General. Thursday, May 7 Final Official Statement to printer. Friday, May 8 Mail Final Official Statement to Underwriters. Thursday, May 21 Receive Texas Attorney General approval. Tuesday, May 26 Pre - Close. Wednesday, May 27 Close. Corpus Christi Schedule of Events Clean.doc -110- DRAFT 3/18/09 AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT BONDS, SERIES 2009 ", LEVYING AN ANNUAL Al) VALOREM TAX, WITHIN THE LIMITATIONS PRESCRIBED BY LAW, FOR THE PAYMENT OF THE BONDS; PRESCRIBING THE FORM, TERMS, CONDITIONS, AND RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE, AND DELIVERY OF THE BONDS; INCLUDING THE APPROVAL AND DISTRIBUTION OF AN OFFICIAL STATEMENT PERTAINING THERETO; AUTHORIZING THE EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT AND A PURCHASE CONTRACT; COMPLYING WITH THE REQUIREMENTS IMPOSED BY THE LETTER OF REPRESENTATIONS PREVIOUSLY EXECUTED WITH THE DEPOSITORY TRUST COMPANY; DELEGATING THE AUTHORITY TO THE MAYOR AND CERTAIN MEMBERS OF THE CITY STAFF TO EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF THE BONDS; AND PROVIDING FOR AN EFFECTIVE DATE WHEREAS, the City Council (the City Council) of the City of Corpus Christi, Texas (the City) hereby finds and determines that general improvement bonds of the City in the total principal amount of $ should be issued and sold at this time, being the first installment of general improvement bonds approved and authorized to be issued at an election held on November 4, 2008, the respective authorized purposes and amounts authorized to be issued therefor, amounts previously issued, amounts being issued pursuant to this ordinance, and amounts remaining to be issued from such voted authorizations subsequent to the date hereof being as follows: Date Voted Puroose Amount Authorized Previously Issued Bonds Bonds Issued Herein Amount Unissue1 11 -4 -08 Street Improvements $104,610,000 $0 11 -4 -08 Fire Station Improvements $6,250,000 $0 11 -4-08 Police Department Improvements $3,340,000 $0 11 -4 -08 Public Health Rehabilitation $1,150,000 $0 11-4-08 Public Facilities Improvements $3,050,000 $0 11 -4 -08 Park and Recreation Improvements $21,600,000 $0 114 -08 Bayfront Development (Park and Recreation) $13,000,000 $0 85032188.2 —1 1 1 — WHEREAS, the City Council intends to issue an aggregate principal of $ in general improvement bonds the proceeds of which will be utilized to provide for the (i) purpose of making permanent public improvements and for public purposes described above and (ii) payment of the costs of issuance of the general improvement bonds; WHEREAS, the City Council hereby finds and determines that the issuance of the general improvement bonds is in the best interests of the citizens of the City, now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: SECTION 1: Authorization - Designation - Principal Amount - Purpose. General improvement bonds of the City shall be and are hereby authorized to be issued in the aggregate principal amount of AND NO /100 DOLLARS ($ ), to be designated and bear the title of "CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT BONDS, SERIES 2009" (the Bonds), for the purpose of providing funds: (i) to make permanent public improvements within the City, including improvements to streets, parks, and police, fire, public health, and recreation facilities and (ii) to pay the costs related to the issuance of the Bonds, all in conformity with the laws of the State of Texas, particularly Chapters 1251 and 1331, as amended, Texas Government Code, and Chapter 331, as amended, Texas Local Government Code, an election held in the City on November 4, 2008, an ordinance adopted by the City Council on March 31, 2009, and the City's Home Rule Charter. As authorized by Chapter 1371, the Mayor of the City, the City Manager of the City, and the Interim Assistant City Manager for Administrative Services (each of the foregoing, individually, an Authorized Representative) are hereby authorized, appointed, and designated as the officers of the City authorized to individually act on behalf of the City in selling and delivering the Bonds authorized herein and carrying out the procedures specified in this Ordinance, including approval of the aggregate principal amount of each maturity of the Bonds, the redemption provisions therefor, and the rate of interest to be borne on the principal amount of each such maturity. Each Authorized Representative, acting for and on behalf of the City, is authorized to execute the Approval Certificate attached hereto as Schedule I. The Bonds shall be issued in the principal amount not to exceed $ ; the maximum maturity of the Bonds will be March 1, ; and the net effective per annum interest rate shall not exceed a rate greater than _% per annum calculated in a manner consistent with the provisions of Chapter 1204, as amended, Texas Government Code. Lastly, each Authorized Representative is authorized to select the bond insurer, if any, with respect to the Bonds. The execution of the Approval Certificate shall evidence the sale date of the Bonds by the City to the Purchasers in accordance with the provisions of Chapter 1371. It is further provided, however, that notwithstanding the foregoing provisions, the Bonds shall not be delivered unless prior to their initial delivery, the Bonds have been rated by a nationally recognized rating agency for municipal securities in one of the four highest rating categories for long term obligations, as required by Chapter 1371. Upon execution of the Approval Certificate, Bond Counsel is authorized to complete this Ordinance to reflect such final terms. 85032188.2 -2- —112— SECTION 2: Fully Registered Obligations - Authorized Denominations - Stated Maturities - Interest Rates - Dated Date. The Bonds shall be issued as fully registered obligations, without coupons, shall be dated April 1, 2009 (the Dated Date) and shall be in denominations of $5,000 or any integral multiple thereof, shall be lettered "R" and numbered consecutively from One (1) upward, and principal shall become due and payable on March 1 in each of the years and in amounts (the Stated Maturities) and bear interest at the rates per annum in accordance with the following schedule: Years of Principal Interest Stated Maturity Amounts ($) Rates ( %) The Bonds shall bear interest on the unpaid principal amounts from the Dated Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, to Stated Maturity or prior redemption, while Outstanding, at the rates per annum shown in the above schedule (calculated on the basis of a 360 -day year of twelve 30 -day months). Interest on the Bonds shall be payable on March 1 and September 1 in each year, commencing March 1, 2010 (the Interest Payment Date), while the Bonds are Outstanding. SECTION 3: Payment of Bonds - Paying Agent/Registrar. The principal of, premium, if any, and the interest on the Bonds, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of 85032188.2 -3- -113- public and private debts, and such payment of principal of, premium, if any, and interest on the Bonds shall be without exchange or collection charges to the Holder (as hereinafter defined) of the Bonds. The selection and appointment of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, to serve as the initial Paying Agent/Registrar (the Paying Agent/Registrar) for the Bonds is hereby approved and confirmed, and the City agrees and covenants to cause to be kept and maintained at the corporate trust office of the Paying Agent/Registrar books and records (the Security Register) for the registration, payment, and transfer of the Bonds, all as provided herein, in accordance with the terms and provisions of a Paying Agent/Registrar Agreement, attached, in substantially final form, as Exhibit A hereto, and such reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe. The City covenants to maintain and provide a Paying Agent/Registrar at all times while the Bonds are Outstanding, and any successor Paying Agent/Registrar shall be (i) a national or state banking institution or (ii) an association or a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers. Such Paying Agent/Registrar shall be subject to supervision or examination by federal or state authority and authorized by law to serve as a Paying Agent/Registrar. The City reserves the right to appoint a successor Paying Agent/Registrar upon providing the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance terminating such agency. Additionally, the City agrees to promptly cause a written notice of this substitution to be sent to each Holder of the Bonds by United States mail, first -class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Both principal of, premium, if any, and interest on the Bonds, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable only to the registered owner of the Bonds appearing on the Security Register (the Holder or Holders) maintained on behalf of the City by the Paying Agent/Registrar as hereinafter provided (i) on the Record Date (hereinafter defined) for purposes of payment of interest on the Bonds, (ii) on the date of surrender of the Bonds for purposes of receiving payment of principal thereof at the Bonds' Stated Maturity or upon redemption of the Bonds, and (iii) on any date for any other purpose. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder as the owner of a Bond for purposes of receiving payment and all other purposes whatsoever, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. Principal of and premium, if any, on the Bonds shall be payable only upon presentation and surrender of the Bonds to the Paying Agent/Registrar at its corporate trust office. Interest on the Bonds shall be paid to the Holder whose name appears in the Security Register at the close of business on the fifteenth day of the month next preceding an Interest Payment Date for the Bonds (the Record Date) and shall be paid (i) by check sent on or prior to the appropriate date of payment by United States mail, first -class postage prepaid, by the Paying Agent/Registrar, to the address of the Holder appearing in the Security Register or (ii) by such other method, acceptable to the Paying Agent/Registrar, requested in writing by the Holder at the Holder's risk and expense. 85032188.2 -4- -114- If the date for the payment of the principal of, premium, if any, or interest on the Bonds shall be a Saturday, a Sunday, a legal holiday, or a day on which banking institutions in the city where the corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a day. The payment on such date shall have the same force and effect as if made on the original date any such payment on the Bonds was due. In the event of a non - payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first -class postage prepaid, to the address of each Holder of a Bond appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. SECTION 4: Redemption. A. Optional Redemption. The Bonds having Stated Maturities on and after March 1, 2019 shall be subject to redemption prior to Stated Maturity at the option of the City, on March 1, 2018, or on any date thereafter, as a whole or in part, in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar), at the redemption price of par plus accrued interest to the date of redemption. B. Exercise of Redemption Option. At least forty-five (45) days prior to a date set for the redemption of Bonds (unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of its decision to exercise the right to redeem Bonds, the principal amount of each Stated Maturity to be redeemed, and the date set for the redemption thereof. The decision of the City to exercise the right to redeem Bonds shall be entered in the minutes of the governing body of the City. C. Selection of Bonds for Redemption. If less than all Outstanding Bonds of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall select at random and by lot the Bonds to be redeemed, provided that if less than the entire principal amount of a Bond is to be redeemed, the Paying Agent/Registrar shall treat such Bond then subject to redemption as representing the number of Bonds Outstanding which is obtained by dividing the principal amount of such Bond by $5,000. D. Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the Bonds, if the Paying Agent/Registrar is not also the sole holder of the outstanding Bonds, a notice of redemption shall be sent by United States Mail, first -class postage prepaid, in the name of the City and at the City's expense, by the Paying Agent/Registrar to each Holder of a Bond to be redeemed, in whole or in part, at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of mailing such 85032188.2 -5- -115- notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. All notices of redemption shall (i) specify the date of redemption for the Bonds, (ii) identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Bonds, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified, and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify that payment of the redemption price for the Bonds, or the principal amount thereof to be redeemed, shall be made at the corporate trust office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder. If a Bond is subject by its terms to redemption and has been called for redemption and notice of redemption thereof has been duly given or waived as herein provided, such Bond (or the principal amount thereof to be redeemed) so called for redemption shall become due and payable, and if money sufficient for the payment of such Bonds (or of the principal amount thereof to be redeemed) at the then applicable redemption price is held for the purpose of such payment by the Paying Agent/Registrar, then on the redemption date designated in such notice, interest on said Bonds (or the principal amount thereof to be redeemed) called for redemption shall cease to accrue, and such Bonds shall not be deemed to be Outstanding in accordance with the provisions of this Ordinance. This notice may also be published once in a financial publication, journal, or reporter of general circulation among securities dealers in the City of New York, New York (including, but not limited to, The Bond Buyer and The Wall Street Journal), or in the State of Texas (including, but not limited to, The Texas Bond Reporter). Additionally, this notice may also be sent by the City to any registered securities depository and to any national information service that disseminates redemption notices. E. Transfer/Exchange of Bonds. Neither the City nor the Paying Agent/Registrar shall be required to transfer or exchange any Bond during a period beginning forty -five (45) days prior to the date fixed for redemption of the Bonds or to transfer or exchange any Bond selected for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance of a Bond which is subject to redemption in part. SECTION 5: Execution - Registration. The Bonds shall be executed on behalf of the City by its Mayor under the seal of the City reproduced or impressed thereon and attested by its City Secretary. The signature of any of said officers on the Bonds may be manual or facsimile. Bonds bearing the manual or facsimile signatures of individuals who were, at the time of the Dated Date, the proper officers of the City shall bind the City, notwithstanding that such individuals or either of them shall cease to hold such offices prior to the delivery of the Bonds to the Purchasers, all as authorized and provided in Chapter 1201, as amended, Texas Government Code. No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Bond either a certificate of registration substantially in the form provided in Section 8C, executed by the Comptroller of Public Accounts of the State of Texas or his duly authorized agent by manual signature, or a certificate 85032188.2 -6- -1 1 6- of registration substantially in the form provided in Section 8D, executed by the Paying Agent/Registrar by manual signature, and either such certificate upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been duly certified or registered and delivered. SECTION 6: Registration - Transfer - Exchange of Bonds - Predecessor Bonds. The Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of every owner of the Bonds, or, if appropriate, the nominee thereof. Any Bond may, in accordance with its terms and the terms hereof, be transferred or exchanged for Bonds of other authorized denominations upon the Security Register by the Holder, in person or by his duly authorized agent, upon surrender of such Bond to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender for transfer of any Bond at the corporate trust office of the Paying Agent/Registrar, the City shall execute and the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Bonds of authorized denomination and having the same Stated Maturity and of a like interest rate and aggregate principal amount as the Bond or Bonds surrendered for transfer. At the option of the Holder, Bonds may be exchanged for other Bonds of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Bonds surrendered for exchange upon surrender of the Bonds to be exchanged at the corporate trust office of the Paying Agent/Registrar. Whenever any Bonds are so surrendered for exchange, the City shall execute, and the Paying Agent/Registrar shall register and deliver, the Bonds to the Holder requesting the exchange. All Bonds issued upon any transfer or exchange of Bonds shall be delivered at the corporate trust office of the Paying Agent/Registrar, or be sent by registered mail to the Holder at his request, risk, and expense, and upon the delivery thereof, the same shall be the valid and binding obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Bonds surrendered upon such transfer or exchange. All transfers or exchanges of Bonds pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any fee, tax or other governmental charges required to be paid with respect to such transfer or exchange. Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be Predecessor Bonds, evidencing all or a portion, as the case may be, of the same debt evidenced by the new Bond or Bonds registered and delivered in the exchange or transfer therefor. Additionally, the term Predecessor Bonds shall include any Bond registered and delivered pursuant to Section 17 in lieu of a mutilated, lost, destroyed, or stolen Bond which shall be deemed to evidence the same obligation as the mutilated, Lost, destroyed, or stolen Bond. 85032188.2 -7- —117— SECTION 7: Initial Bonds. The Bonds herein authorized shall be initially issued as a single fully registered Bond in the aggregate principal amount of $ with principal installments to become due and payable as provided in Section 2 hereof and numbered T -1 (the Initial Bonds), and the Initial Bonds shall be registered in the name of the Purchasers or the designee thereof. The Initial Bonds shall be the Bonds submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the Purchasers. Any time after the delivery of the Initial Bonds to the Purchasers, the Paying Agent/Registrar, pursuant to written instructions from the Purchasers, or the designee thereof, shall cancel the Initial Bonds delivered hereunder and exchange therefor definitive Bonds of like kind and of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the Purchasers, or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 8: Forms. A. Forms Generally. The Bonds, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Bonds shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including insurance legends in the event the Bonds, or any Stated Maturities thereof, are insured and identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including any reproduction of an opinion of counsel) thereon as may, consistent herewith, be established by the City or determined by the officers executing the Bonds as evidenced by their execution thereof. Any portion of the text of any Bond may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Bond. The definitive Bonds shall be printed, lithographed, or engraved, produced by any combination of these methods, or produced in any other similar manner, all as determined by the officers executing the Bonds as evidenced by their execution thereof, but the Initial Bond(s) submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise reproduced. B. Form of Definitive Bond. REGISTERED REGISTERED PRINCIPAL AMOUNT NO. $ 85032188.2 United States of America State of Texas Counties ofNueces and San Patricio CITY OF CORPUS CHRISTI, TEXAS -8- —118— Dated Date: April 1, 2009 REGISTERED OWNER: PRINCIPAL AMOUNT: GENERAL IMPROVEMENT BOND, SERIES 2009 Interest Rate: Stated Maturity: CUSIP NO: The City of Corpus Christi, Texas (the City), a body corporate and a municipal corporation in the Counties of Nueces and San Patrick), State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner specified above, or the registered assigns thereof, on the Stated Maturity date specified above, the Principal Amount specified above (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid Principal Amount hereof from the Dated Date or from the most recent interest payment date to which interest has been paid or duly provided for until such Principal Amount has become due and payment thereof has been made or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rate of interest specified above computed on the basis of a 360 -day year of twelve 30 -day months; such interest being payable on March 1 and September 1 of each year commencing March 1, 2010. Principal and premium, if any, on this Bond shall be payable to the Registered Owner hereof (the Holder), upon presentation and surrender, at the corporate trust office of the Paying Agent/Registrar executing the registration certificate appearing hereon or a successor thereof. Interest shall be payable to the Holder of this Bond (or one or more Predecessor Bonds, as defined in the Ordinance hereinafter referenced) whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding each interest payment date. All payments of principal of, and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail, first -class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by the Holder hereof at the Holder's risk and expense. This Bond is one of the series specified in its title issued in the aggregate principal amount of $ (the Bonds) pursuant to an ordinance adopted by the governing body of the City (the Ordinance), for the purpose of providing funds: (i) to make permanent public improvements within the City, including improvements to streets, parks, and police, fire, public health, and recreation facilities and (ii) to pay the costs related to the issuance of the Bonds, all in conformity with the laws of the State of Texas, particularly Chapters 1251 and 1331, as amended, Texas Government Code, and Chapter 331, as amended, Texas Local Government Code, an election held in the City on November 4, 2008, the Ordinance, and the City's Home Rule Charter. 85032188.2 -9- —119— The Bonds stated to mature on and after March 1, 2019 may be redeemed prior to their Stated Maturities at the option of the City, on March 1, 2018, or on any date thereafter, in whole or in part in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar) at the redemption price of par, together with accrued interest to the date of redemption, and upon thirty (30) days prior written notice being given by United States Mail, first -class postage prepaid, to Holders of the Bonds to be redeemed, and subject to the terms and provisions relating thereto contained in the Ordinance. If this Bond is subject to redemption prior to Stated Maturity and is in a denomination in excess of $5,000, portions of the principal sum hereof in installments of $5,000 or any integral multiple thereof may be redeemed, and, if less than all of the principal sum hereof is to be redeemed, there shall be issued, without charge therefor, to the Holder hereof, upon the surrender of this Bond to the Paying Agent/Registrar at its corporate trust office, a new Bond or Bonds of like Stated Maturity and interest rate in any authorized denominations provided in the Ordinance for the then unredeemed balance of the principal sum hereof. If this Bond (or any portion of the principal sum hereof) shall have been duly called for redemption and notice of such redemption has been duly given, then upon such redemption date this Bond (or the portion of the principal sum hereof to be redeemed) shall become due and payable, and, if money for the payment of the redemption price and the interest accrued on the principal amount to be redeemed to the date of redemption is held for the purpose of such payment by the Paying Agent/Registrar, interest shall cease to accrue and be payable hereon from and after the redemption date on the principal amount hereof to be redeemed. If this Bond is called for redemption, in whole or in part, the City or the Paying Agent/Registrar shall not be required to issue, transfer, or exchange this Bond within forty -five (45) days of the date fixed for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance hereof in the event of its redemption in part. The Bonds of this series are payable from the proceeds of an annual ad valorem tax levied upon all taxable property within the City within the limitations prescribed by law. Reference is hereby made to the Ordinance, a copy of which is on file in the corporate trust office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the tax levied for the payment of the Bonds; the terms and conditions relating to the transfer or exchange of the Bonds; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which this Bond may be discharged at or prior to the Stated Maturity thereof, and deemed to be no longer Outstanding thereunder; and for the other terms and provisions specified in the Ordinance. Capitalized terms used herein have the same meanings assigned in the Ordinance. This Bond, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register upon presentation and surrender at the corporate trust office of the Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by the Holder hereof, or his duly authorized agent, and thereupon one or more new fully registered Bonds of the same Stated 85032188.2 -10- —120— Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued to the designated transferee or transferees. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof for purposes of receiving payment of interest hereon, (ii) on the date of surrender of this Bond as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity or its redemption, in whole or in part, and (iii) on any other date as the owner hereof for all other purposes, and neither the City nor the Paying Agent/Registrar, or any such agent of either, shall be affected by notice to the contrary. In the event of a non - payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first -class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, covenanted, and represented that all acts, conditions, and things required to be performed, exist, and be done precedent to the issuance of this Bond in order to render the same a legal, valid, and binding obligation of the City have been performed, exist, and have been done, in regular and due time, form, and manner, as required by law, and that issuance of the Bonds does not exceed any constitutional or statutory limitation; and that due provision has been made for the payment of the principal of, premium if any, and interest on the Bonds by the levy of a tax as aforestated. In case any provision in this Bond or any application thereof shall be deemed invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions and applications shall not in any way be affected or impaired thereby. The terms and provisions of this Bond and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. 85032188.2 (The remainder of this page intentionally left blank.] -121- IN WITNESS WHEREOF, the City has caused this Bond to be duly executed under its official seal. CITY OF CORPUS CHRISTI, TEXAS ATTEST: City Secretary (CITY SEAL) 85032188.2 Mayor fThe remainder of this page intentionally left blank.] -12- —122— C. *Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Bonds Only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF PUBLIC ACCOUNTS REGISTER NO. THE STATE OF TEXAS I HEREBY CERTIFY that this Bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this Comptroller of Public Accounts of the State of Texas (SEAL) * Note to Printer: Not to appear on printed Bonds D. Form of Certificate of Paving Agent/Registrar to Appear on Definitive Bonds Only. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Bond has been duly issued and registered under the provisions of the within- mentioned Ordinance; the Bond or Bonds of the above - entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. Registered this date: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Paying Agent/Registrar 85032188.2 By: Authorized Signature -13- -123- E. Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee): (Social Security or other identifying number): the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. DATED: NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular. Signature guaranteed: F. The Initial Bonds shall be in the respective forms set forth in paragraph B of this Section, except that the form of a single fully registered Initial Bond shall be modified as follows: (i) immediately under the name of the Bond(s) the headings "Interest Rate" and "Stated Maturity" shall both be completed "as shown below"; (ii) the first two paragraphs shall read as follows: Registered Owner: Principal Amount: The City of Corpus Christi, Texas (the City), a body corporate and municipal corporation in the Counties of Nueces and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, the Principal Amount specified above on the first day of March in each of the years and in principal amounts and bearing interest at per annum rates in accordance with the following schedule: 85032188.2 -14- -124- Years of Principal Interest Stated Maturity Amounts ($) Rates ( %) (Information to be inserted from schedule in Section 2 hereof). (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid Principal Amount hereof from the Dated Date, or from the most recent interest payment date to which interest has been paid or duly provided for until the Principal Amount has become due and payment thereof has been made or duly provided for, at the per annum rates of interest specified above computed on the basis of a 360 -day year of twelve 30 -day months; such interest being payable on March 1 and September 1 of each year, commencing March 1, 2010. Principal of this Bond shall be payable to the Registered Owner hereof (the Holder), upon its presentation and surrender, at the corporate trust office of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the Paying Agent /Registrar). Interest shall be payable to the Holder of this Bond whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding each interest payment date. All payments of principal of and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail, first -class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder hereof. G. Insurance Legend. If bond insurance is obtained by the City or the Purchasers for the Bonds, the Definitive Bonds and the Initial Bonds shall bear an appropriate legend as provided by the insurer. SECTION 9: Definitions. For all purposes of this Ordinance (as defined below), except as otherwise expressly provided or unless the context otherwise requires: (i) the terms defined in this Section have the meanings assigned to them in this Section, and certain terms used in Sections 19 and 36 of this Ordinance have the meanings assigned to them in such Sections, and all such terms include the plural as well as the singular; (ii) all references in this Ordinance to designated "Sections" and other subdivisions are to the designated Sections and other subdivisions of this Ordinance as originally adopted; and (iii) the words "herein ", "hereof ", and "hereunder" and other words of similar import refer to this Ordinance as a whole and not to any particular Section or other subdivision. A. The term Authorized Officials shall mean the Mayor, City Manager, Interim Director of Financial Services, and/or the City Secretary. B. The term Bond Fund shall mean the special Fund created and established by the provisions of Section 10 of this Ordinance. C. The term Bonds shall mean the $ "CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT BONDS, SERIES 2009" authorized by this Ordinance. 85032188.2 -15- —125— D. The term Closing Date shall mean the date of physical delivery of the Initial Bonds in exchange for the payment in full by the Purchasers. E. The term City shall mean City of Corpus Christi, located in the Counties of Nueces and San Patricio, Texas and, where appropriate, the City Council of the City. F. The term Debt Service Requirements shall mean, as of any particular date of computation, with respect to any obligations and with respect to any period, the aggregate of the amounts to be paid or set aside by the City as of such date or in such period for the payment of the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations; assuming, in the case of obligations without a fixed numerical rate, that such obligations bear interest at the maximum rate permitted by the terms thereof and further assuming in the case of obligations required to be redeemed or prepaid as to principal prior to Stated Maturity, the principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the mandatory redemption provisions applicable thereto. G. The term Depository shall mean an official depository bank of the City. H. The term Government Securities, as used herein, shall mean (i) direct noncallable obligations of the United States, including obligations that are unconditionally guaranteed by, the United States of America; (ii) noncallable obligations of an agency or instrumentality of the United States, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent; or (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent. I. The term Holder or Holders shall mean the registered owner, whose name appears in the Security Register, for any Bond. J. The term Interest Payment Date shall mean the date interest is payable on the Bonds, being March 1 and September 1 of each year, commencing March 1, 2010, while any of the Bonds remain Outstanding. K. The term Ordinance shall mean this ordinance adopted by the City Council of the City on March 31, 2009. L. The term Outstanding when used in this Ordinance with respect to Bonds shall mean, as of the date of determination, all Bonds issued and delivered under this Ordinance, except: (1) those Bonds canceled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; 85032188.2 -16- -126- (2) those Bonds for which payment has been duly provided by the City in accordance with the provisions of Section 21 of this Ordinance; and (3) those Bonds that have been mutilated, destroyed, lost, or stolen and replacement Bonds have been registered and delivered in lieu thereof as provided in Section 17 of this Ordinance. M. The term Purchasers shall mean the initial purchasers of the Bonds named in Section 18 of this Ordinance. N. The term Stated Maturity shall mean the annual principal payments of the Bonds payable on March 1 of each year, as set forth in Section 2 of this Ordinance. SECTION 10: Bond Fund — Investments. For the purpose of paying the interest on and to provide a sinking fund for the payment, redemption and retirement of the Bonds, there shall be and is hereby created a special Fund to be designated "GENERAL IMPROVEMENT BONDS, SERIES 2009 INTEREST AND SINKING FUND" (the Bond Fund), which Fund shall be kept and maintained at the Depository, and money deposited in such Fund shall be used for no other purpose and shall be maintained as provided in Section 19. Authorized Officials of the City are hereby authorized and directed to make withdrawals from the Bond Fund sufficient to pay the purchase price or the amount of principal of, premium, if any, and interest on the Bonds as the same become due and payable and shall cause to be transferred to the Paying Agent/Registrar from money on deposit in the Bond Fund an amount sufficient to pay the amount of principal and /or interest stated to mature on the Bonds, such transfer of funds to the Paying Agent/Registrar to be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar on or before the business day next preceding each interest and principal payment date for the Bonds. Pending the transfer of funds to the Paying Agent/Registrar, money in any Fund created and established by this Ordinance, at the option of the City, may be placed in time deposits, certificates of deposit, guaranteed investment contracts, or similar contractual agreements, as permitted by the provisions of the Public Funds Investment Act, as amended, Chapter 2256, Texas Government Code, secured (to the extent not insured by the Federal Deposit Insurance Corporation) by obligations of the type hereinafter described, or be invested, as authorized by any law, including investments held in book -entry form, in securities including, but not limited to, direct obligations of the United States of America, obligations guaranteed or insured by the United States of America, which, in the opinion of the Attorney General of the United States, are backed by its full faith and credit or represent its general obligations, or invested in indirect obligations of the United States of America, including, but not limited to, evidences of indebtedness issued, insured or guaranteed by such governmental agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government National Mortgage Association, Fanners Home Administration, Federal Home Loan Mortgage Association, Small Business Administration, or Federal Housing Association; provided that all such deposits and investments shall be made in such a manner that the money required to be expended from such Fund will be available at the proper time or times. All interest and income derived from deposits and investments in such Fund shall be credited to, and 85032188.2 -17- -127- any losses debited to, such Fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Bonds. SECTION 11: Tax Levy. To provide for the payment of the Debt Service Requirements on the Bonds being (i) the interest on the Bonds and (ii) a sinking fund for their redemption at Stated Maturity or a sinking fund of 2% (whichever amount shall be the greater), there shall be and there is hereby levied for the current year and each succeeding year thereafter while the Bonds or any interest thereon shall remain Outstanding, a sufficient tax, within the limitations prescribed by law, on each one hundred dollars' valuation of taxable property in the City, adequate to pay such Debt Service Requirements, full allowance being made for delinquencies and costs of collection; said tax shall be assessed and collected each year and applied to the payment of the Debt Service Requirements, and the same shall not be diverted to any other purpose. The taxes so levied and collected shall be paid into the Bond Fund and are thereafter pledged to the payment of the Bonds. The City Council hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay such Debt Service Requirements, it having been determined that the existing and available taxing authority of the City for such purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness and other obligations of the City. SECTION 12: Deposits to Bond Fund — Surplus Bond Proceeds. The City hereby covenants and agrees to cause to be deposited in the Bond Fund prior to a principal and interest payment date for the Bonds, from the annual levy of an ad valorem tax or from other lawfully available funds, amounts sufficient to fully pay and discharge promptly each installment of interest and principal of the Bonds as the same accrues or matures or comes due by reason of Stated Maturity. Accrued interest received from the Purchasers shall be deposited to the Bond Fund. In addition, any surplus proceeds from the sale of the Bonds, including investment income thereon, not expended for authorized purposes shall be deposited in the Bond Fund, and such amounts so deposited shall reduce the sums otherwise required to be deposited in said Fund from ad valorem taxes. SECTION 13: Security of Funds. All money on deposit in the Funds for which this Ordinance makes provision (except any portion thereof as may be at any time properly invested as provided herein) shall be secured in the manner and to the fullest extent required by the laws of the State of Texas for the security of public funds, and money on deposit in such Funds shall be used only for the purposes permitted by this Ordinance. SECTION 14: Remedies in Event of Default. In addition to all the rights and remedies provided by the laws of the State of Texas, the City covenants and agrees particularly that in the event the City (a) defaults in the payments to be made to the Bond Fund or (b) defaults in the observance or performance of any other of the covenants, conditions, or obligations set forth in this Ordinance, the Holders of any of the Bonds shall be entitled to seek a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the governing body of the City and other officers of the City to observe and perform any covenant, condition, or obligation prescribed in this Ordinance. 85032188.2 -18- —128— No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. The specific remedies herein provided shall be cumulative of all other existing remedies and the specification of such remedies shall not be deemed to be exclusive. SECTION 15: Notices to Holders — Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States mail, first -class postage prepaid, to the address of each Holder as it appears in the Security Register. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Holders. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 16: Cancellation. All Bonds surrendered for payment, redemption, transfer, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Bonds held by the Paying Agent/Registrar shall be destroyed as directed by the City. SECTION 17: Mutilated. Destroyed, Lost, and Stolen Bonds. If (1) any mutilated Bond is surrendered to the Paying Agent/Registrar, or the City and the Paying Agent/Registrar receive evidence to their satisfaction of the destruction, loss, or theft of any Bond, and (2) there is delivered to the City and the Paying Agent/Registrar such security or indemnity as may be required to save each of them harmless, then, in the absence of notice to the City or the Paying Agent/Registrar that such Bond has been acquired by a bona fide purchaser, the City shall execute and, upon its request, the Paying Agent/Registrar shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same Stated Maturity and interest rate and of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost, or stolen Bond has become or is about to become due and payable, the City in its discretion may, instead of issuing a new Bond, pay such Bond. 85032188.2 -19- —129— Upon the issuance of any new Bond or payment in lieu thereof, under this Section, the City may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge imposed in relation thereto and any other expenses (including attorney's fees and the fees and expenses of the Paying Agent/Registrar) connected therewith. Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Bond shall constitute a replacement of the prior obligation of the City, whether or not the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Bonds. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost, or stolen Bonds. SECTION 18: Sale of Bonds- Official Statement Approval — Approval of Purchase Contract. The Bonds authorized by this Ordinance are hereby sold by the City to the Wells Fargo Brokerage Services, LLC, as the authorized representative of a group of underwriters (the Purchasers, having all the rights, benefits, and obligation sof a Holder) in accordance with the provisions of a Purchase Contract dated , 2009 (the Purchase Contract) attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes. The Initial Bond shall be registered in the name of the Wells Fargo Brokerage Services, LLC. Any Authorized Representative is hereby authorized and directed to execute the Purchase Contract for and on behalf of the City and as the act and deed of the City Council, and in regard to the approval and execution of the Purchase Contract, the City Council hereby finds, determines and declares that the representations, warranties, and agreements of the City contained in the Purchase Contract are true and correct in all material respects and shall be honored by the City. Delivery of the Bonds to the Purchasers shall occur as soon as practicable after the adoption of this Ordinance, upon payment therefor in accordance with the terms of the Purchase Contract. Furthermore, the Issuer hereby ratifies, confirms, and approves in all respects (i) the Issuer's prior determination that the Preliminary Official Statement was, as of its date, "deemed final" in accordance with the Rule (hereinafter defined) and (ii) the use and distribution of the Preliminary Official Statement by the Purchasers in connection with the public offering and sale of the Bonds. The final Official Statement, being a modification and amendment of the Preliminary Official Statement to reflect the terms of sale (together with such changes approved by an Authorized Representative), shall be and is hereby in all respects approved and the Purchasers are hereby authorized to use and distribute the final Official Statement, dated 2009, in the reoffering, sale and delivery of the Bonds to the public. The Mayor and/or City Secretary are further authorized and directed to manually execute and deliver for and on behalf of the Issuer copies of the Official Statement in final form as may be required by the Purchasers, and such final Official Statement in the form and content manually executed by said officials shall be deemed to be approved by the City Council and constitute the Official Statement authorized for distribution and use by the Purchasers. Proceeds from the sale of the Bonds shall be applied as follows: 85032188.2 -20- -130- (1) Accrued interest, if any, received from the Purchasers shall be deposited into the Bond Fund. (2) The balance of the proceeds derived from the sale of the Bonds (after paying costs of issuance) shall be deposited into the special construction account or accounts created for the projects to be constructed with the proceeds of the Bonds. This special construction account shall be established and maintained at the Depository and shall be invested in accordance with the provisions of Section 10 of this Ordinance. Interest earned on the proceeds of the Bonds pending completion of construction of the projects financed with such proceeds shall be accounted for, maintained, deposited, and expended as permitted by the provisions of Chapter 1201, as amended, Texas Government Code, or as required by any other applicable law. Thereafter, such amounts shall be expended in accordance with Section 12 of this Ordinance. SECTION 19: Covenants to Maintain Tax- Exempt Status. A. Definitions. When used in this Section, the following terms have the following meanings: Code means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. Computation Date has the meaning set forth in Section 1.148 -1(b) of the Regulations. Gross Proceeds means any proceeds as defined in Section 1.148 -1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148 -1(c) of the Regulations, of the Bonds. Investment has the meaning set forth in Section 1.148 -1(b) of the Regulations. Nonpurpose Investment means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which is not acquired to carry out the governmental purposes of the Bonds. Rebate Amount has the meaning set forth in Section 1.148 -1(b) of the Regulations. Regulations means any proposed, temporary, or final Income Tax Regulations issued pursuant to Sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Bonds. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. Yield of (1) any Investment has the meaning set forth in Section 1.148 -5 of the Regulations; and 85032188.2 -21- -131- (2) the Bonds has the meaning set forth in Section 1.148 -4 of the Regulations. B. Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Bond to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Bond, the City shall comply with each of the specific covenants in this Section. C. No Private Use or Private Payments. Except to the extent that it will not cause the Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of Bonds: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Bonds, and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or Local government, unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Bonds or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. D. No Private Loan. Except to the extent that it will not cause the Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Bonds to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take -or -pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. 85032188.2 -22- -132- E. Not to Invest at Higher Yield. Except to the extent that it will not cause the Bonds to become "arbitrage bonds" within the meaning of section 148 of the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in any Investment, if as a result of such investment the Yield of any Investment acquired with Gross Proceeds, whether then held or previously disposed of, materially exceeds the Yield of the Bonds. F. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action which would cause the Bonds to be federally guaranteed within the meaning of section 149(b) of the Code and the Regulations and rulings thereunder. G. Information Report. The City shall timely file the information required by section 149(e) of the Code with the Secretary of the Treasury on Form 8038 -G or such other form and in such place as the Secretary may prescribe. H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Regulations and rulings thereunder: (1) The City shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Outstanding Bond is discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds of the Bonds with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the City shall calculate the Rebate Amount in accordance with rules set forth in section 148(1) of the Code and the Regulations and rulings thereunder. The City shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Bonds until six years after the final Computation Date. (3) As additional consideration for the purchase of the Bonds by the Purchasers and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the City shall pay to the United States out of the Bond Fund or its general fund, as permitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, the amount that when added to the future value of previous rebate payments made for the Bonds equals (i) in the case of a Final Computation Date as defined in Section 1.148- 3(e)(2) of the Regulations, one hundred percent (100 %) of the Rebate Amount on such date; and (ii) in the case of any other Computation Date, ninety percent (90 %) of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by section 148(1) of the Code and the Regulations and rulings thereunder, and 85032188.2 -23- -133- shall be accompanied by Form 8038 -T or such other forms and information as is or may be required by section 148(0 of the Code and the Regulations and rulings thereunder. (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148 -3(h) of the Regulations. I. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Bonds, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection H of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Yield of the Bonds not been relevant to either party. J. Bonds Not Hedge Bonds. (1) At the time the original bonds refunded by the Bonds were issued, the City reasonably expected to spend at least 85% of the spendable proceeds of such bonds within three years after such bonds were issued. (2) Not more than 50% of the proceeds of the original bonds refunded by the Bonds were invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of 4 years or more. K. Elections. The City hereby directs and authorizes the Mayor, City Manager, Interim Director of Financial Services, City Secretary, or City Attorney, either or any combination of the foregoing, to make such elections in the Certificate as to Tax Exemption or similar or other appropriate certificate, form, or document permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Bonds. Such elections shall be deemed to be made on the Closing Date. SECTION 20: Control and Custody of Bonds. The Mayor shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas and shall take and have charge and control of the Bonds pending their approval by the Attorney General, the registration thereof by the Comptroller of Public Accounts and the delivery of the Bonds to the Purchasers. Furthermore, the Mayor, Mayor Pro Tem, City Manager, Interim Director of Financial Services, City Secretary, or City Attorney, either or all, are hereby authorized and directed to furnish and execute such documents relating to the City and its financial affairs as may be necessary for the issuance of the Bonds, the approval of the Attorney General of the State of Texas and their registration by the Comptroller of Public Accounts of the State of Texas and, together with the City's financial advisors, Bond Counsel, and the Paying Agent/Registrar, make 85032188.2 -24- —134— the necessary arrangements for the delivery of the Initial Bonds to the Purchasers and, when requested in writing by the Purchasers, the initial exchange thereof for definitive Bonds. SECTION 21: Satisfaction of Obligation of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Bonds, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. Bonds, or any principal amount(s) thereof, shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i) money sufficient to pay in full such Bonds or the principal amount(s) thereof at Stated Maturity, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent, or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities have been certified by an independent accounting firm to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any money deposited therewith, if any, to pay when due the principal of and interest on such Bonds, or the principal amount(s) thereof, at the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof. The City covenants that no deposit of money or Government Securities will be made under this Section and no use made of any such deposit which would cause the Bonds to be treated as arbitrage bonds within the meaning of section 148 of the Code (as defined in Section 19 hereof). Any money so deposited with the Paying Agent/Registrar, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Bonds, or any principal amount(s) thereof, or interest thereon with respect to which such money has been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Bonds and remaining unclaimed for a period of three (3) years after the Stated Maturity or applicable redemption date of the Bonds such money was deposited and is held in trust to pay shall upon the request of the City be remitted to the City against a written receipt therefor, subject to the unclaimed property laws of the State of Texas. Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any determination not to redeem defeased Bonds that is made in conjunction with the payment arrangements specified in subsection (i) or (ii) above shall not be irrevocable, provided that: (1) in the proceedings providing for such defeasance, the City expressly reserves the right to call the defeased Bonds for redemption; (2) gives notice of the reservation of that right to the owners of the defeased Bonds immediately following the defeasance; (3) directs that notice of the reservation be included in any redemption notices that it authorizes; and (4) at the time of the redemption, satisfies the conditions of (i) or (ii) above with respect to such defeased debt as though it was being defeased at the time of the exercise of the option to redeem the 05032188.2 -25- -135- defeased Bonds, after taking the redemption into account in determining the sufficiency of the provisions made for the payment of the defeased Bonds. SECTION 22: Printed Opinion. The Purchasers' obligation to accept delivery of the Bonds is subject to its being furnished a final opinion of Fulbright & Jaworski L.L.P., as Bond Counsel, approving certain legal matters as to the Bonds, said opinion to be dated and delivered as of the date of initial delivery and payment for such Bonds. Printing of a true and correct copy of said opinion on the reverse side of each of the Bonds, with appropriate certificate pertaining thereto executed by facsimile signature of the City Secretary of the City is hereby approved and authorized. SECTION 23: CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Bonds shall be of no significance or effect as regards the legality thereof, and neither the City nor attorneys approving said Bonds as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Bonds. SECTION 24: Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 25: Ordinance a Contract — Amendments - Outstanding Bonds. The City acknowledges that the covenants and obligations of the City herein contained are a material inducement to the purchase of the Bonds. This Ordinance shall constitute a contract with the Holders from time to time, shall be binding on the City and its successors and assigns, and shall not be amended or repealed by the City so long as any Bond remains Outstanding except as permitted in this Section. The City may, without the consent of or notice to any Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the written consent of Holders holding a majority in aggregate principal amount of the Bonds then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided; however, that, without the consent of all Holders of Outstanding Bonds, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of and interest on the Bonds, reduce the principal amount thereof, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of , the redemption price therefor, or interest on the Bonds, (2) give any preference to any Bond over any other Bond, or (3) reduce the aggregate principal amount of Bonds required for consent to any such amendment, addition, or rescission. SECTION 26: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, Bond Counsel, Paying Agent/Registrar, and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the City, Bond Counsel, the Paying Agent/Registrar, and the Holders. SECTION 27: Inconsistent Provisions. All ordinances and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to 85032188.2 -26- —136— the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters ordained herein. SECTION 28: Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine, feminine or neuter gender shall be considered to include the other genders. SECTION 29: Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 30: Severability. If any provision of this Ordinance or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 31: Incorporation of Preamble Recitals. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Ordinance for all purposes and are adopted as a part of the judgment and findings of the City Council. SECTION 32: Authorization of Paying Agent/Registrar Agreement. The City Council of the City hereby finds and determines that it is in the best interest of the City to authorize the execution of a Paying Agent/Registrar Agreement concerning the payment, exchange, and transferability of the Bonds. A copy of the Paying Agent/Registrar Agreement is attached hereto, in substantially final form, as Exhibit A and is incorporated by reference to the provisions of this Ordinance. SECTION 33: Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 34: Unavailability of Authorized Publication. If, because of the temporary or permanent suspension of any newspaper, journal, or other publication, or, for any reason, publication of notice cannot be made meeting any requirements herein established, any notice required to be published by the provisions of this Ordinance shall be given in such other manner and at such time or times as in the judgment of the City or of the Paying Agent/Registrar shall most effectively approximate such required publication and the giving of such notice in such manner shall for all purposes of this Ordinance be deemed to be in compliance with the requirements for publication thereof. SECTION 35: No Recourse Against City Officials. No recourse shall be had for the payment of principal of, premium, if any, or interest on any Bond or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Bond. SECTION 36: Continuing Disclosure of Information. 85032188.2 _27_ —137— A. Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: (1) "MSRB" means the Municipal Securities Rulemaking Board. (2) " NRMSIR" means each person whom the SEC or its staff has determined to be a nationally recognized municipal securities information repository within the meaning of the Rule from time to time. (3) "Rule" means SEC Rule 15c2 12, as amended from time to time. (4) "SEC" means the United States Securities and Exchange Commission. (5) "SID" means any person designated by the State of Texas or an authorized department, officer, or agency thereof as, and determined by the SEC or its staff to be, a state information depository within the meaning of the Rule from time to time. B. Annual Reports. The City shall provide annually to each NRMSIR and any SID, within six months after the end of each fiscal year ending in or after 2009, financial information and operating data with respect to the City of the general type included in the final Official Statement authorized by Section 18 of this Ordinance being the information described in Exhibit D hereto. Prior to July 1, 2009, the information will be available to holders of Bonds only if the holders comply with the procedures and pay the charges established by such information vendors or obtain the information through securities brokers who do so. Effective July 1, 2009, all such information must be filed with MSRB pursuant to its Electronic Municipal Market Access (EMMA) System, rather than the current NRMSIRs and the SID. The MSRB intends to make the information available to the public without charge and investors will be able to access continuing disclosure information with the MSRB at wwww.emma.msrb.org. Any financial statements so to be provided shall be (i) prepared in accordance with the accounting principles described in Exhibit D hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation and (ii) audited, if the City commissions an audit of such statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the City shall provide unaudited statements within such period and audited financial statements for the applicable Year to each NRMSIR and any SID, when and if the audit report on such statements becomes available. If the City changes the Year's beginning and ending dates, it will notify each NRMSIR and any SID of the change (and of the date of the new fiscal Year end) prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. The financial information and operating data to be provided pursuant to this Section may be set forth in fat in one or more documents or may be included by specific reference to any document (including an official statement or other offering document, if it is available from the MSRB) that theretofore has been provided to each NRMSIR and any SID or filed with the SEC. 85032188.2 _28_ -138- C. Material Event Notices. The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any of the following events with respect to the Bonds, if such event is material within the meaning of the federal securities laws: (1) principal and interest payment delinquencies; (2) non - payment related defaults; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions or events affecting the tax- exempt status of the Bonds; (7) modifications to rights of holders of the Bonds; (8) bond calls; (9) defeasances; (10) release, substitution, or sale of property securing repayment of the Bonds; and (11) rating changes. The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with this Section by the time required by this Section. D. Limitations, Disclaimers, and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that the City in any event will give notice of any deposit made in accordance with the laws of the State of Texas that causes the Bonds to be no longer Outstanding. The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly 85032188.2 -29- -139- provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULT1NG IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, 1N CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the City in observing or performing its obligations under this Section shall constitute a breach of or default under the Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a) the holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the holders and beneficial owners of the Bonds. The City may also repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment that such provisions of the Rule are invalid, and the City also may amend the provisions of this Section in its discretion in any other manner or circumstance, but in either case only if and to the extent that the provisions of this sentence would not have prevented an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds, giving effect to (a) such provisions as so amended and (b) any amendments or interpretations of the Rule. If the City so amends the provisions of this Section, the City shall include with any amended financial information or operating data next provided in accordance with this Section an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. SECTION 37: Book -Entry Only System. The City expects that the Bonds will be registered so as to participate in a securities depository system (the DTC System) with the Depository Trust Company, New York, New York, or any successor entity thereto (DTC), as set forth herein. Each Stated Maturity of the Bonds 85032188.2 -30- -140- shall be issued (following cancellation of the Initial Bonds described in Section 7) in the form of a separate single definitive Bond. Upon issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding Bonds shall be registered in the name of Cede & Co., as the nominee of DTC. The City and the Paying Agent/Registrar are authorized to execute, deliver, and take the actions set forth in such letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including the Letter of Representations attached hereto as Exhibit C (the Representation Letter). With respect to the Bonds registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any broker - dealer, bank, or other financial institution for which DTC holds the Bonds from time to time as securities depository (a Depository Participant) or to any person on behalf of whom such a Depository Participant holds an interest in the Bonds (an Indirect Participant). Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Depository Participant or any other person, other than a registered owner of the Bonds, as shown on the Security Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the delivery to any Depository Participant or any Indirect Participant or any other Person, other than a Holder of a Bond, of any amount with respect to principal of, premium, if any, or interest on the Bonds. While in the DTC System, no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a Bond evidencing the obligation of the City to make payments of principal, premium, if any, and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks or drafts being mailed to the Holder, the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. In the event that (a) the City determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter, (b) the Representation Letter shall be terminated for any reason, or (c) DTC or the City determines that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the City shall notify the Paying Agent/Registrar, DTC, and the Depository Participants of the availability within a reasonable period of time through DTC of bond certificates, and the Bonds shall no longer be restricted to being registered in the name of Cede & Co., as nominee of DTC. At that time, the City may determine that the Bonds shall be registered in the name of and deposited with a successor depository operating a securities depository system, as may be acceptable to the City, or such depository's agent or designee, and if the City and the Paying Agent/Registrar do not select such alternate securities depository system then the Bonds may be registered in whatever name or names the Holders of Bonds transferring or exchanging the Bonds shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Representation Letter. 85032188.2 -31- —141-- SECTION 38: Further Procedures. The officers and employees of the City are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial sale and delivery of the Bonds, the Paying Agent/Registrar Agreement, the Purchase Contract, and the Official Statement. In addition, prior to the initial delivery of the Bonds, the Mayor, City Manager, the City Secretary, or the Interim Director of Financial Services and Bond Counsel are hereby authorized and directed to approve any technical changes or corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance and as described in the Official Statement, (ii) obtain a rating from any of the national bond rating agencies, or (iii) obtain the approval of the Bonds by the Texas Attorney General's office. In case any officer of the City whose signature shall appear on any certificate shall cease to be such officer before the delivery of such certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. SECTION 39: Effective Date. Pursuant to the provisions of Section 1201.028, as amended, Texas Government Code, this Ordinance shall be effective immediately upon adoption, notwithstanding any provision in the City's Home Rule Charter to the contrary concerning a multiple reading requirement for the adoption of ordinances. 85032188.2 [The remainder of this page intentionally left blank.] -32- —142— PASSED, APPROVED AND ADOPTED on the 31st day of March, 2009. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (CITY SEAL) APPROVED THIS DAY OF March, 2009: Mary Kay Fischer, City Attorney Schedule I — Approval Certificate Exhibit A - Paying Agent/Registrar Agreement Exhibit B — Purchase Contract Exhibit C — DTC Letter of Representations Exhibit D - Description of Annual Financial Information 85032188.2 S -1 -143- 85032188.2 SCHEDULE I APPROVAL CERTIFICATE See Tab No. _ Schedule I -1 -144- 85032188.2 EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT See Tab No. _ A -1 —145— 85032188.2 EXHIBIT B PURCHASE CONTRACT See Tab No. _ B -1 —146— 85032188.2 EXHIBIT C DTC LETTER OF REPRESENTATIONS C -1 -147- EXHIBIT D DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 36 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section for each Year ending in and after 2009 are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: Tables 1 through 25 contained in the Official Statement; and the Audited Financial Statement of the City, as set forth in Appendix C to the Official Statement. Accounting Principles The accounting principles referred to in such Section are the accounting principles described in the notes to the financial statements referred to above. 85032188.2 D -1 —148— PURCHASE CONTRACT $80,000,000.00* CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT BONDS, SERIES 2009 April 2009 Honorable Mayor and City Council City of Corpus Christi 1201 Leopard Corpus Christi, Texas 78401 Wells Fargo Brokerage Services, LLP as representative (the "Representative ") of the underwriters identified herein (collectively, the "Underwriters "), offers to enter into the following agreement (this "Agreement ") with the City of Corpus Christi, Texas (the "Issuer ") which, upon the Issuer's written acceptance of this offer, will be binding upon the Issuer and upon the Underwriters. This offer is made subject to the Issuer's written acceptance hereof on or before 10:30 p.m. Central Daylight Time on April _ 2009 and, if not so accepted, will be subject to withdrawal by the Underwriters upon notice delivered to the Issuer at any time prior to the acceptance hereof by the Issuer. Capitalized terms not otherwise defined in this Agreement shall have the same meanings set forth in the Ordinance (as defined herein) or in the Official Statement (as defined herein). Purchase and Sale of the Bonds. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriters hereby agrees to purchase from the Issuer, and the Issuer hereby agree to sell and deliver to the Underwriters, all, but not less than all, of the Issuer's $80,000,000.00* General Improvement Bonds, Series 2009 (the "Bonds "). Inasmuch as this purchase and sale represents a negotiated transaction, the Issuer understands, and hereby confirms, that the Underwriters are not acting as a fiduciary of the Issuer, but rather are acting solely in their capacity as Underwriters for their own account. The principal amount of the Bonds to be issued, the dated date therefor, the maturities, sinking fund and optional redemption provisions and interest rates per annum are set forth in Schedule I hereto. The Bonds shall be as described in, and shall be issued and secured under and pursuant to the provisions of an ordinance adopted by the Issuer on , 2009 (the "Ordinance "). The purchase price for the Bonds shall be $ (representing the par amount of the Bonds, less an Underwriter's discount of $ less a net original issue Discount of $ ) plus accrued interest from , 2009 to the date of Closing (as defined herein). 1. Public Offering. The Underwriters agree to make a bona fide public offering of all of the Bonds at a price not to exceed the public offering price set forth on the inside cover of the Official Statement and may subsequently change such offering price without any requirement of prior notice. The Underwriters may offer and sell Bonds to certain dealers (including dealers depositing Bonds into investment trusts) and others at prices lower than the public offering price stated on the inside cover of the Official Statement. On or before the Closing, the Representative shall executed an issue price certificate prepared by Bond Counsel verifying the initial offering prices to the public at which a substantial amount of each stated maturity of the Bonds was sold to the public. -149- 2. The Official Statement. (a) The Issuer has prepared a Preliminary Official Statement dated April 21, 2009 (the "Preliminary Official Statement ") relating to the Bonds and will prepare a final official statement as of the date of this Agreement (the "Official Statement "). (b) The Preliminary Official Statement has been prepared for use by the Underwriters in an electronic format in connection with the public offering, sale and distribution of the Bonds by the Underwriters. The Issuer hereby represents and warrants that the Preliminary Official Statement was deemed final by the Issuer as of its date, except for the omission of such information which is dependent upon the final pricing of the Bonds for completion, all as permitted to be excluded by Section (b)(1) of Rule 15c(2) -12 under the Securities Exchange Act of 1934 (the "Rule "). (c) The Issuer hereby authorizes the Official Statement and the information therein contained to be used by the Underwriters in connection with the public offering and the sale of the Bonds. The Issuer consents to the use in an electronic format by the Underwriters prior to the date hereof of the Preliminary Official Statement in connection with the public offering of the Bonds. The Issuer shall provide, or cause to be provided, to the Underwriters as soon as practicable after the date of the Issuer's acceptance of this Agreement (but, in any event, not later than seven business days after the Issuer's acceptance of this Agreement and in sufficient time to accompany any confirmation that requests payment from any customer) copies of the Official Statement which is complete as of the date of its delivery to the Underwriters in such reasonable quantity as the Underwriters shall request in order for the Underwriters to comply with Section (b)(4) of the Rule and the rules of the Municipal Securities Rulemaking Board. (d) If, after the date of this Agreement to and including the date the Underwriters are no longer required to provide an Official Statement to potential customers who request the same pursuant to the Rule (the earlier of (i) 90 days from the "end of the underwriting period" (as defined in the Rule) and (ii) the time when the Official Statement is available to any person from a nationally recognized municipal securities repository, but in no case less than 25 days after the "end of the underwriting period" for the Bonds), the Issuer becomes aware of any fact or event which might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or if it is necessary to amend or supplement the Official Statement to comply with law, the Issuer will notify the Representative (and for the purposes of this clause provide the Representative with such information as it may from time to time reasonably request), and if, in the reasonable opinion of the Representative, such fact or event requires preparation and publication of a supplement or amendment to the Official Statement, the Issuer will forthwith prepare and furnish, at the Issuer's own expense (in a form and manner approved by the Representative), a reasonable number of copies of either amendments or supplements to the Official Statement so that the statements in the Official Statement as so amended and supplemented will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or so that the Official Statement will comply with law. If such notification shall be subsequent to the Closing, the Issuer shall furnish such legal opinions, Bonds, instruments and other documents as the Representative may deem reasonably necessary to evidence the truth and accuracy of such supplement or amendment to the Official Statement. (e) The Representative hereby agree to timely file the Official Statement with a nationally recognized municipal securities information repository. Unless otherwise notified in writing by the Representative, the Issuer can assume that the "end of the underwriting period" for purposes of the Rule is the date of the Closing. (f) In connection with the execution of this Agreement, the Representative will deliver to the Issuer a corporate check of the Representative payable to the Issuer in the amount of $800,000.00 as security for -150- the performance by the Underwriters of their obligations to accept and pay for the Bonds at the Closing. Such check shall be held by the Issuer uncashed until the Closing and at the Closing shall be returned to the Representative upon receipt by or on behalf of the Issuer of the purchase price for the Bonds. In the event the Issuer does not accept this offer agreed to by the undersigned, or upon its failure to deliver the Bonds at the Closing, or if it shall be unable to satisfy the conditions to the obligations of the Underwriters contained in this Agreement, or if such obligations shall be terminated for any reason permitted by this Agreement, such check shall be immediately returned to the Representative. In the event that the Underwriters fail (other than for a reason permitted under this Agreement) to accept and pay for the Bonds at the Closing, such check shall be retained and may be cashed by the Issuer as and for full liquidated damages for such failure and for any and all defaults hereunder on the part of the Underwriters, and the cashing of such check and retention of such proceeds shall constitute a full release and discharge of all claims and rights hereunder against the Underwriters. The Representative hereby agree not to stop or cause payment on the check to be stopped unless the Issuer has breached any of the terms of this Agreement. 3. Representations, Warranties, and Covenants of the Issuer. The Issuer hereby represents and warrants to and covenants with the Underwriters that: (a) The Issuer is a home rule municipality duly created, organized and existing under the constitution and laws of the State of Texas and has full legal right, power and authority under the laws of the State of Texas, including particularly subchapter C of Chapter 271, Texas Local Government Code, as amended (the "Act "), and its home rule charter and at the date of the Closing will have full legal right, power and authority under the Act, and the Ordinance (i) to enter into, execute and deliver this Agreement and the Ordinance, and all documents required hereunder and thereunder to be executed and delivered by the Issuer (this Agreement and the Ordinance are hereinafter referred to as the "Issuer Documents "), (ii) to sell, issue and deliver the Bonds to the Underwriters as provided herein, and (iii) to carry out and consummate the transactions described by the Issuer Documents and the Official Statement, and the Issuer has complied, and will at the Closing be in compliance in all respects, with the terms of the Act and the Issuer Documents as they pertain to such transactions; (b) By all necessary official action of the Issuer prior to or concurrently with the acceptance hereof, the Issuer has duly authorized all necessary action to be taken by it for (i) the adoption of the Ordinance and the issuance and sale of the Bonds, (ii) the approval, execution and delivery of, and the performance by the Issuer of the obligations on its part contained in, the Bonds and the Issuer Documents and (iii) the consummation by it of all other transactions described by the Official Statement, and the Issuer Documents and any and all such other agreements and documents as may be required to be executed, delivered and/or received by the Issuer in order to carry out, give effect to, and consummate the transactions described herein and in the Official Statement; (c) The Issuer Documents constitute legal, valid and binding obligations of the Issuer, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors' rights; the Bonds, when issued, delivered and paid for, in accordance with the Ordinance and this Agreement, will constitute legal, valid and binding obligations of the Issuer entitled to the benefits of the Ordinance and enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors' rights; upon the issuance, authentication and delivery of the Bonds as aforesaid, the Ordinance will provide, for the benefit of the holders, from time to time, of the Bonds, the legally valid and binding covenant to levy an annual ad valorem tax, within the limits prescribed by law, as set forth in the Ordinance; —151— (d) The Issuer is not in breach of or default in any material respect under any applicable constitutional provision, law or administrative regulation of the State of Texas or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Issuer is a party or to which the Issuer is or any of its property or assets are otherwise subject, and no event has occurred and is continuing which constitutes or with the passage of time or the giving of notice, or both, would constitute a default or event of default by the Issuer under any of the foregoing; and the execution and delivery of the Bonds and the Issuer Documents, and the adoption of the Ordinance and compliance with the provisions on the Issuer's part contained therein, will not conflict with or constitute a material breach of or default under any constitutional provision, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Issuer is a party or to which the Issuer is or to which any of its property or assets are otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Issuer to be pledged to secure the Bonds or under the terms of any such law, regulation or instrument, except as provided by the Bonds and the Ordinance; (e) Except for the approval of the Bonds by the Attorney General of the State of Texas and the registration thereof by the Comptroller of Public Accounts of the State of Texas, all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization of, which would constitute a condition precedent to, or the absence of which would materially adversely affect the due performance by the Issuer of its obligations under the Issuer Documents, have been duly obtained, except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any jurisdiction in connection with the offering and sale of the Bonds as to which the Issuer has taken no actions and takes no responsibility for the completion thereof except as provided in section 30) below; (f) The Bonds and the Ordinance conform to the descriptions thereof contained in the Official Statement under the caption "THE BONDS;" the proceeds of the sale of the Bonds will be applied generally as described in the Official Statement under the caption "THE BONDS - and the Undertaking (defined below) conforms to the description in the Official Statement under the Caption "CONTINUING DISCLOSURE OF INFORMATION ". (g) Except as disclosed in the Official Statement, there is no litigation, action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or, to the best knowledge of the Issuer after due inquiry, threatened against the Issuer, affecting the existence of the Issuer or the titles of its officers to their respective offices, or affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds, or the collection of ad valorem taxes pledged to the payment of principal of and interest on the Bonds, or in any way contesting or affecting the validity or enforceability of the Bonds, the Issuer Documents, or contesting the exclusion from gross income of interest on the Bonds for federal income tax purposes, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto, or contesting the powers of the Issuer or any authority for the issuance of the Bonds, the adoption of the Ordinance or the execution and delivery of the Issuer Documents, nor, to the best knowledge of the Issuer, is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Bonds or the Issuer Documents; (h) As of the date thereof and with respect to the Issuer, the Preliminary Official Statement did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein -152- or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (i) At the time of the Issuer's acceptance hereof and (unless the Official Statement is amended or supplemented pursuant to paragraph (d) of Section 2 of this Agreement) at all times subsequent thereto during the period up to and including the date of Closing, the Official Statement does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (j) If the Official Statement is supplemented or amended pursuant to paragraph (d) of Section 2 of this Agreement, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto during the period up to and including the date of Closing the Official Statement as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (k) The Issuer will apply, or cause to be applied, the proceeds from the sale of the Bonds as provided in and subject to all of the terms and provisions of the Ordinance and not take or omit to take any action which action or omission will adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds; (1) The Issuer will furnish such information and execute such instruments and take such action, at the sole expense of the Underwriters, in cooperation with the Underwriters as the Representative may reasonably request (A) to (i) qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions in the United States as the Representative may designate and (ii) determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions and (B) to continue such qualifications in effect so long as required for the distribution of the Bonds (provided, however, that the Issuer will not be required to qualify as a foreign corporation or to file any general or special consents to service of process under the laws of any jurisdiction) and will advise the Representative immediately of receipt by the Issuer of any written notification with respect to the suspension of the qualification of the Bonds for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose; (m) The financial statements of and other financial information regarding the Issuer included in the Official Statement fairly present the financial position and results of the Issuer as of the dates and for the periods therein set forth. Prior to the Closing, there will be no adverse change of a material nature in such financial position, results of operations or condition, financial or otherwise, of the Issuer. Except as disclosed in the Official Statement, the Issuer is not a party to any litigation or other proceeding pending or, to its knowledge, threatened which, if decided adversely to the Issuer, would have a materially adverse effect on the financial condition of the Issuer; (n) Prior to the Closing the Issuer will not offer or issue any Bonds, notes or other obligations for borrowed money or incur any material liabilities, direct or contingent (except in the ordinary course of business), payable from or secured by any of the revenues or assets which will secure the Bonds without the prior approval of the Underwriters; and (o) Any certificate, signed by any official of the Issuer authorized to do so in connection with the transactions described in this Agreement, shall be deemed a representation and warranty by the Issuer to the Underwriters as to the statements made therein. -153- 4. Closing. At 10:00 a.m. Central Time, on , 2009, or at such other time and date as shall have been mutually agreed upon by the Issuer and the Underwriters (the "Closing "), the Issuer will, subject to the terms and conditions hereof, deliver the Bonds to the Underwriter duly executed and authenticated, together with the other documents hereinafter mentioned, and the Underwriters will, subject to the terms and conditions hereof, accept such delivery and pay the purchase price of the Bonds as set forth in Section 1 of this Agreement by a certified or bank cashier's check or checks or wire transfer payable in immediately available funds to the order of the Issuer. Payment for the Bonds as aforesaid shall be made at the offices of the Paying Agent/Registrar for the Bonds, Delivery of all documents required herein shall be made at the offices of Bond Counsel, or such other place as shall have been mutually agreed upon by the Issuer and the Representative. Upon receipt of such payment, the Issuer immediately shall retum to the Representative the good faith check described in Section 2(0 hereof. Delivery of the Bonds in definitive form shall be made to The Depository Trust Company ( "DTC "), or to the Paying Agent/Registrar pursuant to DTC's FAST System. The definitive Bonds shall be prepared and delivered as fully registered obligations with one definitive Certificate for each year of maturity of the Bonds and shall be registered in the name of Cede & Co., all as provided in the Ordinance, and shall be made available to the Representative at least one business day before Closing for purpose of inspection. 5. Closing Conditions. The Underwriters have entered into this Agreement in reliance upon the representations, warranties and agreements of the Issuer contained herein, and in reliance upon the representations, warranties and agreements to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the Issuer of its obligations hereunder, both as of the date hereof and as of the date of the Closing. Accordingly, the Underwriter's obligations under this Agreement to purchase, to accept delivery of and to pay for the Bonds shall be conditioned upon the performance by the Issuer of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing, and shall also be subject to the following additional conditions, including the delivery by the Issuer of such documents as are enumerated herein, in form and substance reasonably satisfactory to the Representative, Bond Counsel and to counsel to the Underwriters: (a) The representations and warranties of the Issuer contained herein shall be true, complete and correct on the date hereof and on and as of the date of the Closing, as if made on the date of the Closing; (b) The Issuer shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing; (c) At the time of the Closing, (i) the Issuer Documents and the Bonds shall be in full force and effect in the form heretofore approved by the Representative and shall not have been amended, modified or supplemented, and the Official Statement shall not have been supplemented or amended, except in any such case as may have been agreed to by the Representative, and (ii) all actions of the Issuer required to be taken by the Issuer shall be performed in order for Bond Counsel and Counsel to the Underwriters to deliver their respective opinions referred to hereafter; (d) At the time of the Closing, all official action of the Issuer relating to the Bonds and the Issuer Documents shall be in full force and effect and shall not have been amended, modified or supplemented; (e) At or prior to the Closing, the Ordinance shall have been duly executed and delivered by the Issuer and the Issuer shall have duly executed and delivered and the Paying Agent/Registrar shall have duly authenticated the definitive Bonds; -154- (f) At the time of the Closing, there shall not have occurred any change or any development, in the condition, financial or otherwise, or in the revenues or operations of the Issuer, from that set forth in the Official Statement that in the reasonable judgment of the Representative is material and adverse and that makes it, in the reasonable judgment of the Representative, impracticable to market the Bonds on the terms and in the manner described in the Official Statement; (g) The Issuer shall not have failed to pay principal or interest when due on any of its outstanding obligations for borrowed money; (h) All steps to be taken and all instruments and other documents to be executed, and all other legal matters in connection with the transactions described in this Agreement shall be reasonably satisfactory in legal form and effect to the Representative and to Bond Counsel and counsel to the Underwriters; (i) At or prior to the Closing, the Representative shall have received one copy of each of the following documents: (1) The Official Statement, and each supplement or amendment thereto, if any; (2) The Ordinance with such supplements or amendments as may have been agreed to by the Representative, which Ordinance will include an agreement by the Issuer to provide certain periodic information and notices of material events in accordance with the Rule as described in the Official Statement under "CONTINUING DISCLOSURE OF INFORMATION" (the "Undertaking ". (3) The approving opinion of Bond Counsel with respect to the Bonds, in substantially the form attached to the Official Statement; (4) A supplemental opinion of Bond Counsel addressed to the Underwriters, substantially to the effect that: (i) the Ordinance has been duly adopted and is in full force and effect; and (ii) the Bonds are exempted securities under the Securities Act of 1933, as amended (the "1933 Act "), and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act ") and it is not necessary, in connection with the offering and sale of the Bonds, to register the Bonds under the 1933 Act or to qualify the Ordinance under the Trust Indenture Act; and (5) An opinion, dated the date of the Closing and addressed to the Underwriters, of counsel for the Underwriters, to the effect that: (i) the Bonds are exempted securities under the 1933 Act and the Trust Indenture Act and it is not necessary, in connection with the offering and sale of the Bonds, to register the Bonds under the 1933 Act and the Ordinance need not be qualified under the Trust Indenture Act; and (ii) based upon their participation in the preparation of the Official Statement as counsel for the Underwriters and their participation at conferences at which the Official Statement was discussed, but without having undertaken to determine independently the -155- accuracy, completeness or fairness of the statements contained in the Official Statement, such counsel has no reason to believe that the Official Statement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (except for any financial, forecast, technical and statistical statements and data included in the Official Statement and in Appendices A and B thereto, the information regarding DTC and its book - entry-only system, as to which no view need be expressed); (6) A certificate, dated the date of Closing, of the Issuer to the effect that (i) the representations and warranties of the Issuer contained herein are true and correct in all material respects on and as of the date of Closing as if made on the date of Closing; (ii) except as disclosed in the Official Statement, no litigation or proceeding or tax challenge against it is pending or, to its knowledge, threatened in any court or administrative body nor is there a basis for litigation which would (a) contest the right of the members or officials of the Issuer to hold and exercise their respective positions, (b) contest the due organization and valid existence of the Issuer, (c) contest the validity, due authorization and execution of the Bonds or the Issuer Documents or (d) attempt to limit, enjoin or otherwise restrict or prevent the Issuer from functioning and collecting revenues, including payments on the Bonds, pursuant to the Ordinance and other income or the levy or collection of the ad valorem taxes pledged or to be pledged to pay the principal of and interest on the Bonds, or the pledge thereof; (iii) the Ordinance has been duly adopted by the Issuer, is in full force and effect and has not been modified, amended or repealed, and (iv) to the best of its knowledge, no event affecting the Issuer has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purpose for which it is to be used or which it is necessary to disclose therein in order to make the statements and information therein, in light of the circumstances under which they were made, not misleading in any material respect as of the date of Closing, and the information contained in the Official Statement is correct in all material respects and, as of the date of the Official Statement did not, and as of the date of the Closing does not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; (7) A certificate of the Issuer in form and substance satisfactory to Bond Counsel and counsel to the Underwriters (a) setting forth the facts, estimates and circumstances in existence on the date of the Closing, which establish that it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended (the "Code "), and any applicable regulations (whether final, temporary or proposed), issued pursuant to the Code, and (b) certifying that to the best of the knowledge and belief of the Issuer there are no other facts, estimates or circumstances that would materially change the conclusions, representations and expectations contained in such certificate; (8) Any other Bonds and opinions required by the Ordinance for the issuance thereunder of the Bonds; (9) Evidence satisfactory to the Underwriters that the Bonds have been rated "AAA" by Standard and Poor's Corporation, "AAA" by Fitch Ratings and "Aa2" by Moody's Investors Service, Inc. based upon the bond insurance policy issued by Assured Guaranty, Inc. (the "Insurer "). -156- (10) The approving opinion of the Attorney General of the State of Texas with respect to the Bonds; (11) The registration certificate of the Comptroller of the State of Texas with respect to the Bonds; and (12) Such additional legal opinions, Bonds, instruments and other documents as the Underwriters, Bond Counsel, or counsel to the Underwriters may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the date of the Closing, of the Issuer's representations and warranties contained herein and of the statements and information contained in the Official Statement and the due performance or satisfaction by the Issuer on or prior to the date of the Closing of all the respective agreements then to be performed and conditions then to be satisfied by the Issuer. All of the opinions, letters, Bonds, instruments and other documents mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance reasonably satisfactory to the Underwriters. If the Issuer shall be unable to satisfy the conditions to the obligations of the Underwriters to purchase, to accept delivery of and to pay for the Bonds contained in this Agreement, or if the obligations of the Underwriters to purchase, to accept delivery of and to pay for the Bonds shall be terminated for any reason permitted by this Agreement, this Agreement shall terminate and neither the Underwriters nor the Issuer shall be under any further obligation hereunder, except that the respective obligations of the Issuer and the Underwriters set forth in Section 4 hereof shall continue in full force and effect. 13. Termination. The Underwriters shall have the right to cancel their obligation to purchase the Bonds if, between the date of this Agreement and the Closing, the market price or marketability of the Bonds shall be materially adversely affected in the reasonable judgment of the Representative (as evidenced by a written notice to the Issuer terminating the obligation of the Underwriters to accept delivery of and pay for the Bonds) by the occurrence of any of the following: (a) legislation shall be enacted by or introduced in the Congress of the United States or recommended to the Congress for passage by the President of the United States, or the Treasury Department of the United States or the Internal Revenue Service or any member of the Congress or favorably reported for passage to either House of the Congress by any committee of such House to which such legislation has been referred for consideration, a decision by a court of the United States or of the State of Texas or the United States Tax Court shall be rendered, or an order, ruling, regulation (final, temporary or proposed), press release, statement or other form of notice by or on behalf of the Treasury Department of the United States, the Internal Revenue Service or other govemmental agency shall be made or proposed, the effect of any or all of which would be to impose, directly or indirectly, federal income taxation or upon interest received on obligations of the general character of the Bonds of the interest on the Bonds as described in the Official Statement, or other action or events shall have transpired which may have the purpose or effect, directly or indirectly, of changing the federal income tax consequences of any of the transactions described herein; (b) legislation introduced in or enacted by the Congress or an order, decree, or injunction issued by any court of competent jurisdiction, or an order, ruling, regulation (final, temporary, or proposed), press release or other form of notice issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject -157- matter, to the effect that obligations of the general character of the Bonds, including any or all underlying arrangements, are not exempt from registration under or other requirements of the 1933 Act, or that the Ordinance is not exempt from qualification under or other requirements of the Trust Indenture Act, or that the issuance, offering, or sale of obligations of the general character of the Bonds, including any or all underlying arrangements, as described herein or in the Official Statement or otherwise, is or would be in violation of the federal securities law as amended and then in effect; (c) any state blue sky or securities commission or other governmental agency or body where more than 10% of the Bonds have been sold shall have withheld registration, exemption or clearance of the offering of the Bonds as described herein, or issued a stop order or similar ruling relating thereto; (d) a general suspension of trading in securities on the New York Stock Exchange or the American Stock Exchange, the establishment of minimum prices on either such exchange, the establishment of material restrictions (not in force as of the date hereof) upon trading securities generally by any governmental authority or any national securities exchange, a general banking moratorium declared by federal, State of New York, or State officials authorized to do so; (e) the New York Stock Exchange or other national securities exchange or any governmental authority, shall impose, as to the Bonds or as to obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, the Underwriters; (0 any amendment to the federal or state Constitution or action by any federal or state court, legislative body, regulatory body, or other authority materially adversely affecting the tax status of the Issuer, its property, income securities (or interest thereon), or the validity or enforceability of the levy of ad valorem taxes to pay principal of and interest on the Bonds; (g) any event occurring, or information becoming known which, in the reasonable judgment of the Representative, makes untrue in any material respect any statement or information contained in the Official Statement, or has the effect that the Official Statement contains any untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (h) there shall have occurred since the date of this Agreement any materially adverse change in the affairs or financial condition of the Issuer; (i) the United States shall have become engaged in hostilities which have resulted in a declaration of war or a national emergency or there shall have occurred any other outbreak or escalation of hostilities or a national or international calamity or crisis, financial or otherwise, the effect of such outbreak, calamity or crisis on the financial markets of the United States being such as, in the reasonable opinion of the Representative, would materially and adversely affect the ability of the Underwriters to market the Bonds; (i) any fact or event shall exist or have existed that, in the Representative reasonable judgment, requires or has required an amendment of or supplement to the Official Statement and the Issuer has not provided the Underwriters eith such amendment or supplement as required by Section 2(d) hereof; -158- (k) there shall have occurred any downgrading, or any written notice shall have been given of (A) any intended or potential downgrading or (B) any review or possible change that does not indicate a possible upgrade, in the rating accorded any of the Issuer's obligations (including the rating to be accorded the Bonds); and (1) the purchase of and payment for the Bonds by the Underwriters, or the resale of the Bonds by the Underwriters, on the terms and conditions herein provided shall be prohibited by any applicable law, governmental authority, board, agency or commission, unless such prohibition is due to the action or inaction of the Underwriters. With respect to the condition described in subparagraph (1) above, the Underwriter is not aware of any current, pending or proposed law or government inquiry or investigation as of the date of execution of this Agreement which would permit the Underwriter to invoke their termination rights thereunder. 13. Expenses. (a) The Underwriters shall be under no obligation to pay, and the Issuer shall pay, any expenses incident to the performance of the Issuer's obligations hereunder, including, but not limited to (1) the cost of preparation, printing and distribution of the Bonds, the issuer Documents, the Preliminary Official Statement and the Final Official Statement, (ii) the fees and disbursements of Bond Counsel; (iii) the fees and disbursements of the Financial Advisor to the Issuer; and (iv) the fees and disbursements of any other engineers, accountants, and other experts, consultants or advisers retained by the Issuer. (b) The Underwriters shall pay (i) the cost of preparation and printing of this Agreement, the Blue Sky Survey and Legal Investment Memorandum, if any; (ii) all advertising expenses in connection with the public offering of the Bonds; and (iii) all other expenses incurred by them in connection with the public offering of the Bonds, including the fees and disbursements of Counsel to the Underwriters. 14. Notices. Any notice or other communication to be given to the Issuer under this Agreement may be given by delivering the same in writing at City of Corpus Christi, Texas at 1201 Leopard Corpus Christi, Texas 78401, Attention: City Manager, and any notice or other communication to be given to the Underwriters under this Agreement may be given by delivering the same in writing to Wells Fargo Brokerage Services, LLP , Attention: Craig Brast. 15. Parties in Interest. This Agreement may not be assigned by the Issuer. All of the Issuer's representations, warranties and agreements contained in this Agreement shall remain operative and in full force and effect, regardless of (i) any investigations made by or on behalf of any of the Underwriters; (ii) delivery of and payment for the Bonds pursuant to this Agreement; and (iii) any termination of this Agreement. 16. Effectiveness. This Agreement shall become effective upon the acceptance hereof by the Issuer and shall be valid and enforceable at the time of such acceptance. 17. Choice of Law. This Agreement shall be governed by and construed in accordance with the law of the State of Texas. 18. Severability. If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any provisions of any Constitution, -159- statute, rule of public policy, or any other reason, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions of this Agreement invalid, inoperative or unenforceable to any extent whatever. 19. Business Day. For purposes of this Agreement, "business day" means any day on which the New York Stock Exchange is open for trading. 20. Section Headings. Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provisions of this Agreement. 21. Counterparts. This Agreement may be executed in several counterparts each of which shall be regarded as an original (with the same effect as if the signatures thereto and hereto were upon the same document) and all of which shall constitute one and the same document. 22. No Personal Liability. None of the members of the City Council, nor any officer, agent, or employee of the Issuer, shall be charged personally by the Underwriters with any liability, or be held liable to the Underwriters under any term or provision of this Agreement, or because of execution or attempted execution, or because of any breach or attempted or alleged breach, of this Agreement. If you agree with the foregoing, please sign the enclosed counterpart of this Agreement and return it to the Representative. This Agreement shall become a binding agreement between you and the Underwriters when at least the counterpart of this Agreement shall have been signed by or on behalf of each of the parties hereto. Very truly yours, WELLS FARGO BROKERAGE SERVICES, LLP By: WFI.LS FARGO BROKERAGE SERVICES, LLP Accepted and agreed to this day of 2009 CITY OF CORPUS CHRISTI, TEXAS As Representative of the Underwriters By: Authorized Officer By: Name: Title: -160- Schedule I to Purchase Contract $80,000,000.00* CITY CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT BONDS, SERIES 2009 Maturity and Pricing Information Principal Amounts Redemption Provisions (a) Optional Redemption: Maturity Date Interest Rates Yields Bonds maturing on or after March 1, 2019 are subject to redemption, at the option of the Issuer, on or after March 1, 2018 at a price of par plus accrued interest to the date of redemption. (b) Mandatory Sinking Fund Redemption The Bonds listed below are subject to mandatory sinking fund redemption prior to maturity, in part, at a price of one hundred percent (100 %) of the principal amount thereof plus interest accrued to the redemption date, in the following principal amounts and on the dates set forth below: -161- c• PRELIMINARY OFFICIAL STATEMENT DATED APRIL 21,2009 NEW ISSUE - Book - Entry-Only Ratings: Moody's: "_" S &P: " Fitch: " (See "BOND INSURANCE" and "RATINGS" herein) In the opinion of Bond Counsel, assuming continuing compliance by the City after the date of initial delivery of the Bonds (defined below) with certain covenants contained in the Ordinance (defined below) and subject to the matters set forth under "TAX MATTERS" herein, interest on the Bonds for federal income tax purposes under existing statutes, regulations, published rulings, and court decisions (1) will be excludable from the gross income of the owners thereof pursuant to section 103 of the Internal Revenue Code of 1986, as amended to the date of initial delivery of the Bonds, and (2) will not be included in computing the alternative minimum taxable income of the owners thereof. See "TAX MATTERS" herein. $95,000,000* City of Corpus Christi, Texas (A political subdivision of the State of Texas located in Nueces and San Patricio Counties) General Improvement Bonds, Series 2009 Dated: April 1, 2009 Due: March 1, as shown on following page The $95,000,000* City of Corpus Christi, Texas General Improvement Bonds, Series 2009 (the "Bonds ") will be issued by the City of Corpus Christi, Texas (the "City" or the "Issuer"). The Bonds are being issued pursuant to the Constitution and general laws of the State of Texas, including particularly Chapters 1251 and 1331, as amended, Texas Government Code, and Chapter 331, as amended, Texas Local Government Code, an election held within the City on November 4, 2008, the City's Home Rule Charter, and an ordinance (the "Ordinance ") adopted by the City Council (the "Council ") of the City. In the Ordinance, as permitted by the provisions of Chapter 1371, as amended, Texas Govemment Code, the Council delegated the authority to certain City officials to approve the final pricing structure and certain other matters relating to the Bonds. The Bonds are being issued to provide funds to complete public improvements within the City and to pay the costs of issuance of the Bonds. (See "THE BONDS — Purposes for the Bonds" herein.) The Bonds are general obligations of the City and ad valorem taxes sufficient to provide for the payment of the interest on and principal of the Bonds, as such interest and principal become due, have been Levied and ordered to be levied against all taxable property in the City, and have been pledged for such payment within the limits prescribed by law. (See "THE BONDS — Security for the Bonds" and "EFFECT OF THE TAX RATE LIMITATION" herein.) Interest on the Bonds will accrue from the dated date thereof specified above and will be payable on March 1, 2010, and on each September 1 and March 1 thereafter until maturity or prior redemption. The City intends to utilize the Book -Entry-Only System of The Depository Tmst Company, New York, New York ( "DTC "), but reserves the right on its behalf or on behalf of DTC to discontinue such system. Principal of the Bonds will be payable by the paying agent/registrar (the "Paying Agent/Registrar "), initially The Bank of New York Mellon Trust Company, N.A., Dallas, Texas. The definitive Bonds will be registered in the name of Cede & Co., as nominee of DTC. Such Book - Entry-Only System will affect the method and timing of payment and the method of transfer relating to the Bonds. DTC will be responsible for distributing the principal and interest payments to the participating members of DTC and the participating members will be responsible for distributing the payment to the owners of beneficial interest in the Bonds. (See "BOOK -ENTRY -ONLY SYSTEM" herein.) So long as the Bonds are in Book - Entry-Only form, DTC is the securities depository therefor, Cede & Co., as nominee for DTC, will be the registered owner of the Bonds, and references herein to registered owners shall mean Cede & Co. and not the beneficial owners of the Bonds. The City has made applications to municipal bond insurance companies to have the payment of the principal and interest on the Bonds insured by a municipal bond insurance policy. (See "BOND INSURANCE" herein.) SEE FOLLOWING PAGE FOR STATED MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, INITIAL YIELDS, CUSIP NUMBERS AND REDEMPTION PROVISIONS RELATING TO THE BONDS The Bonds are offered for delivery, when issued, to the initial purchasers thereof named below (the "Underwriters') subject to the approving opinion of the Attorney General of the State of Texas and the approval of certain legal matters by Fulbright & Jaworski L L P Bond Counsel for the City (see "LEGAL MATTERS" and "TAX MATTERS'). Certain legal matters will be passed upon for the City by the City Attorney and for the Underwriters by their counsel, the Perez Law Firm, PLLC, McAllen, Texas. It is anticipated that the definitive Bonds will be tendered for delivery through the services of DTC on or about May 27, 2009. WELLS FARGO BROKERAGE SERVICES LLP CABRERA CAPITAL MARKETS INC. FIRST SOUTHWEST COMPANY J.P.MORGAN RAMIREZ & CO., INC. SAMCO CAPITAL MARKETS, INC. • Preliminary, subject to change. -162- S95,000,000* City of Corpus Christi, Texas (A political subdivision of the State of Texas located in Nueces and San Patricio Counties) General Improvement Bonds, Series 2009 CUSIP No. Prefix"): 220112 STATED MATURITY SCHEDULE Stated Stated Initial Maturity Principal Interest Initial CUSIP No. Maturity Principal Interest Yield CUSIP No. (March 1) Amount ($) Rate ( %) Yield ( %) Suffix(» (March 11 Amount ($) Rate ( %) fys,} Suffixttl (Accrued interest from April 1, 2009 to be added) Redemption. The Bonds stated to mature on and after March 1, 2019, are subject to redemption, at the option of the City, in whole or in part, on March 1, 2018 or any date thereafter, at the price of par plus accrued interest to the date fixed for redemption. (See "THE BONDS — Optional Redemption" herein.) m Preliminary, subject to change. CUSIP numbers have been assigned to the Bonds by Standard & Poor's CUSIP Service Bureau, a Division of The McGraw Hill Companies, Inc., and are included solely for the convenience of owners of the Bonds. This date is not intended to create a database and does not serve in any as a substitute for the CUSIP Services. None of the City, the Financial Advisor, nor the Underwriters shall be responsible for the selection or correctness of the CUSIP numbers set forth herein. 80502129.4 —163— USE OF INFORMATION IN OFFICIAL STATEMENT For purposes of compliance with Rule 15c2 -12 of the United States Securities and Exchange Commission, as amended, and in effect on the date of this Preliminary Official Statement, this document constitutes a Preliminary Official Statement of the City with respect to the Bonds that has been deemed `final" by the City as of its date except for the omission of no more than the information permitted by Rule 15c2 -12. This Official Statement, which includes the cover page and the Appendices hereto, does not constitute an offer to sell or the solicitation of an offer to buy in any jurisdiction to any person to whom it is unlawful to make such offer, solicitation or sale. No dealer, broker, salesman or other person has been authorized to give any information, or to make any representations other than those contained in this Official Statement, and, if given or made, such other information or representations must not be relied upon as having been authorized by the City, the Financial Advisor, or the Underwriters. This Official Statement is not to be used in connection with an offer to sell or the solicitation of an offer to buy in any state in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. Any information and expressions of opinion herein contained are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City or other matters described herein since the date hereof. THE UNDERWRITERS HAVE PROVIDED THE FOLLOWING SENTENCE FOR INCLUSION IN THIS OFFICIAL STATEMENT. THE UNDERWRITERS HAVE REVIEWED THE INFORMATION IN THIS OFFICIAL STATEMENT IN ACCORDANCE WITH THEIR RESPONSIBILITIES TO INVESTORS UNDER THE FEDERAL SECURITIES LAWS AS APPLIED TO THE FACTS AND CIRCUMSTANCES OF THIS TRANSACTION, BUT THE UNDERWRITERS DO NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. . THE BONDS ARE EXEMPT FROM REGISTRATION WITH THE SEC AND CONSEQUENTLY HAVE NOT BEEN REGISTERED THEREWITH. THE REGISTRATION, QUALIFICATION, OR EXEMPTION OF THE BONDS IN ACCORDANCE WITH APPLICABLE SECURITIES LAW PROVISIONS OF THE JURISDICTIONS IN WHICH THE BONDS HAVE BEEN REGISTERED, QUALIFIED, OR EXEMPTED SHOULD NOT BE REGARDED AS A RECOMMENDATION THEREOF. IN CONNECTION WITH THE OFFERING OF THE BONDS, THE UNDERWRITERS MAY OVER ALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE CERTIFICATES AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. None of the City, the Financial Advisor, nor the Underwriters make any representation or warranty with respect to the accuracy, completeness, or adequacy of the information supplied by The Depository Trust Company regarding its Book- Entry-Only System or the provider of the municipal bond insurance policy relating to the Bonds, if any, for use in this Official Statement under the caption `BOND INSURANCE ". Wells Fargo Brokerage Services, LLC ( "WFBS ") is a registered broker /dealer and Member of FINRA and SIPC. WFBS is a brokerage affiliate of Wells Fargo & Company. WFBS is solely responsible for its contractual obligations and commitments. Nondeposit investment products offered by WFBS are not FDIC insured, are subject to investment risk, including loss of principal, and are not guaranteed by a bank unless otherwise specified. From time to time, Wells Fargo Bank, N.A. and other banks and companies affiliated with WFBS may lend money to an issuer of securities or debt that are underwritten or dealt in by WFBS. Within the prospectus or other documentation provided with each such underwriting or placement there will be a disclosure of any material lending relationship by an affiliate of WFBS with such an issuer and whether the proceeds of such an issuance of such debt securities will be used by the issuer to repay any outstanding indebtedness of any WFBS affiliate. From time to time, WEBS may participate in a primary or secondary distribution of securities bought or sold by a purchaser of Bonds. WFBS and its affiliates may also act as an investment advisor to issuers whose securities may be sold to a purchaser Of those Bonds. 80502129.4 -164- TABLE OF CONTENTS STATED MATURITY SCHEDULE USE OF INFORMATION IN OFFICIAL STATEMENT CITY ADMINISTRATION SUMMARY STATEMENT vi SELECTED FINANCIAL AND TAX DATA vii INTRODUCTION 1 THE BONDS 1 Purposes of the Bonds 1 General 1 Optional Redemption 2 Notice of Redemption 2 Defeasance 3 Paying Agent/Registrar 3 Successor Paying Agent/Registrar 3 SOURCES AND USES OF FUNDS 4 DEFAULTS AND REMEDIES 4 BOND INSURANCE 5 REGISTRATION, TRANSFER AND EXCHANGE 5 Transfers and Exchanges 5 Future Registration 5 Record Date for Interest Payment 6 Limitation on Transfer of Bonds 6 Replacement Bonds 6 BOOK - ENTRY -ONLY SYSTEM 6 General 6 Use of Certain Terms in Other Sections of this Official Statement 8 AUTHORIZED BUT UNISSUED AD VALOREM TAX SUPPORTED BONDS 8 EFFECT OF THE TAX RATE LIMITATION 8 DEBT INFORMATION 9 Payment Record 9 Authority for Issuance of Debt; Limitations 9 INVESTMENT POLICY 9 Legal Investments 10 Investment Policies 11 Additional Provisions 11 Current Investments 11 PAYROLL STATISTICS 12 Employee Pension Plan and Benefits 12 Collective Bargaining Agreements 13 ANNEXATION PROGRAM 14 Background 14 LITIGATION 14 GASB 34 STATEMENT 15 LEGAL MATTERS 15 TAX MATTERS 16 Opinion 16 Ancillary Tax Consequences 16 Tax Accounting Treatment of Discount Bonds 16 Tax Accounting Treatment of Premium Bonds 17 LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS 17 RATINGS 18 CONTINUING DISCLOSURE OF INFORMATION 18 Annual Reports 18 Material Event Notices 19 Availability of Information from NRMSIRs and SID 19 Limitations and Amendments 19 Compliance with Prior Undertakings 20 REGISTRATION AND QUALIFICATION OF CERTIFICATES FOR SALE 20 UNDERWRITING 20 FINANCIAL ADVISOR 20 INDEPENDENT ACCOUNTANTS 21 MISCELLANEOUS 21 FORWARD LOOKING STATEMENTS 21 AUTHORIZATION OF THE OFFICIAL STATEMENT 21 FINANCIAL INFORMATION A -1 CERTAIN INFORMATION RELATING TO THE CITY OF CORPUS CHRISTI B -1 FINANCIAL STATEMENTS OF THE CITY OF CORPUS CHRISTI, TEXAS C -1 OPINION OF BOND COUNSEL D -1 80502129.4 - iv - -165- City of Corpus Christi, Texas 1201 Leopard Corpus Christi, Texas 78401 (361) 880 -3105 CITY ADMINISTRATION ELECTED OFFICIALS Mayor Henry Garrett Council Members Bill Kelly, District 1 John Mare; District 2 Priscilla Leal, District 3 Michael McCutchon, District 4 Larry Elizondo, Sr., District 5 Melody Cooper, At Large Mike Hammen, At Large Nelda Martinez, At Large CERTAIN APPOINTED OFFICIALS Name Angel R. Escobar Oscar R. Martinez Margie C. Rose Juan "Johnny" Perales Cindy O'Brien Constance P. Sanchez Mary Kay Fischer Armando Chapa Bond Counsel Independent Certified Public Accountants Financial Advisors 80502129.4 Position City Manager Assistant City Manager for Public Works Assistant City Manager for Community Services Interim Assistant City Manager for Development Services Interim Assistant City Manager for Administrative Services Interim Director of Financial Services City Attorney City Secretary CONSULTANTS AND ADVISORS Fulbright & Jaworski L.L.P., San Antonio, Texas Collier, Johnson & Woods, P.C., Corpus Christi, Texas M. E. Allison & Co., Inc., San Antonio, Texas For additional information regarding the City, please contact: Ms. Constance P. Sanchez City of Corpus Christi, Texas 1201 Leopard Corpus Christi, Texas 78401 (361) 826-3227 Fax (361) 880 -3601 constancep@cctexas.com Mr. Mark A. Seal M.E. Allison & Co., Inc. 950 East Besse Road, Second Floor or San Antonio, Texas 78209 (210) 930-4000 Fax (210) 930 -4001 mseal@meallison.com -166- SUMMARY STATEMENT The Summary Statement is subject to the more complete information and to the definitions contained or incorporated in this Official Statement. The offering of the Bonds to potential investors is made only by means of this entire Official Statement. No person is authorized to detach this Summary Statement from this Official Statement or to otherwise use it without the entire Official Statement. The Issuer Issue and Date Use of Proceeds Amounts and Maturities Interest Payment Dates Authority for Issuance Optional Redemption Paying Agent/Registrar Security for Payment Bond Insurance The Bonds (defined herein) are issued by the City of Corpus Christi, Texas (the "City" or the "Issuer "), a home rule municipality and a body corporate and politic of the State of Texas. The City is issuing its $95,000,000 City of Corpus Christi, Texas General Improvement Bonds, Series 2009 (the "Bonds "), dated as of April 1, 2009. The proceeds of the Bonds will be used to make public improvements within the City and to pay the costs of their issuance. (See "THE BONDS — Purposes of the Bonds" herein.) The Bonds are stated to mature on March 1 in the years and in the amounts evidenced in the table appearing on the inside cover page of this Official Statement. Interest on the Bonds is payable on March 1 and September 1 of each year, commencing March 1, 2010, until maturity or prior redemption thereof. The Bonds are being issued pursuant to the general laws of the State of Texas, including particularly Chapters 1251 and 1331, as amended, Texas Government Code, and Chapter 331, as amended, Texas Local Government Code, an election held within the City on November 4, 2008, the City's Home Rule Charter, and an ordinance (the `Ordinance ") adopted by the City Council (the "Council ") of the City. (See "THE BONDS — Authority for Issuance" herein.) The Bonds stated to mature on and after March 1, 2019, are subject to redemption, at the option of the City, in whole or in part, on March 1, 2018 and any date thereafter, at par plus accrued interest to the date fixed for redemption. The years of maturity of the Bonds called for redemption shall be selected by the City. If less than all of the Bonds are redeemed within a stated maturity at any time, the Bonds to be redeemed shall be selected by the Paying Agent/Registrar for the Bonds, at random and by lot within any stated maturity. The initial paying agent/registrar for the Bonds is The Bank of New York Mellon Trust Company, N.A., Dallas, Texas. The City intends to use the Book- Entry-Only System of The Depository Trust Company, New York, New York. (See "BOOK- ENTRY -ONLY SYSTEM" herein.) Principal of and interest on the Bonds will be payable from and secured by the receipts from an annual ad valorem tax levied on all taxable property within the City, within the limits prescribed by law. (See "THE BONDS — Security for the Bonds" and "EFFECT OF THE TAX RATE LIMITATION" herein.) The Issuer has made applications to municipal bond insurance companies to have the payment of the principal and interest on the Bonds insured by a municipal bond insurance policy. (See `BOND INSURANCE" herein.) Preliminary, subject to change. 80502129.4 - vi - -167- Ratings Future Debt Issues Payment Record Delivery The City has made applications for contract ratings on the Bonds to Moody's Investors Service, Inc. ( "Moody's "), Standard & Poor's Rating Services, a Division of The McGraw -Hill Companies, Inc. ( "S &P "), and Fitch Ratings ( "Fitch "). The ratings reflect only the respective views of such organizations and the City makes no representation as to the appropriateness of the ratings. There is no assurance that such ratings will continue for any given period of time or that they will not be revised downward or withdrawn entirely if in the judgment of these companies, circumstances so warrant. Any such downward revision or withdrawal of such ratings, or either of them, may have an adverse effect on the market price of the Bonds. Except for possible refundings of outstanding indebtedness for savings, the City does not anticipate the issuance of any additional limited tax indebtedness within the next twelve months. The City has not defaulted on the payment of its bonded indebtedness in over 70 years. When issued, anticipated to occur on or about May 27, 2009. SELECTED FINANCIAL AND TAX DATA 2008 Net Taxable Assessed Valuation (As of August 1, 2008) (100% of Market Value) $13,813,355,014 Total Tax Supported Debt Outstanding(l) 362,950,000 Less: Self Supporting Debt 106,884,957 Applicable Interest and Sinking Fund 10,063,710 116.948,667 NET DEBT 5246.001,333 Ratio Net Debt to 2008 Net Taxable Assessed Valuation 1.78% Net Debt Per Capita (2008 Population Estimate — 295,594) $ 832 Average Current Tax Collections Past Five Years 95.60% Average Total Tax Collections Past Five Years 98.26% lU Adjusted to include the Bonds; preliminary, subject to change. See Page A -1 for more information. 80502129.4 [The remainder of this page intentionally left blank] - vil - -168- [This page intentionally left blank] 80502129.4 - Viii - -169- $95,000,000* City of Corpus Christi, Texas (A political subdivision of the State of Texas located in Nueces and San Patricio Counties) General Improvement Bonds, Series 2009 INTRODUCTION This Official Statement of the City of Corpus Christi, Texas (the "City ", the "Issuer ", or "Corpus Christi ") is provided to furnish information in connection with the sale of the City of Corpus Christi, Texas General Improvement Bonds, Series 2009, in the aggregate principal amount of $95,000,000* (the "Bonds "). Corpus Christi is a home rule municipality and a body corporate and politic existing and operating under the laws of the State of Texas, including its duly adopted Home Rule Charter (the "Charter "). The Bonds are being issued pursuant to the Constitution and general laws of the State of Texas, including particularly Chapters 1251 and 1331, as amended, Texas Government Code, and Chapter 331, as amended, Texas Local Government Code, an election held within the City on November 4, 2008, the Charter, and an ordinance (the "Ordinance ") adopted by the City Council (the "City Council" or the "Council ") of the City on March 31, 2009. In the Ordinance, and as permitted by the provisions of Chapter 1371, as amended, Texas Government Code, the City Council delegated the authority to certain City officials to approve the final pricing structure and certain other matters relating to the Bonds. Capitalized terms used in this Official Statement have the same meanings assigned to such term in the Ordinance, except as otherwise indicated herein. This Official Statement contains a description of the Bonds and certain other information about the City and its finances. All descriptions of documents contained herein are only summaries and are qualified in their entirety by reference to each such document. Copies of such documents may be obtained from the City at 1201 Leopard, Corpus Christi, Texas 78401 and, during the offering period, from the City's Financial Advisor, Mark Seal, M.E. Allison & Co., Inc. 950 East Basse Road, Second Floor, San Antonio, Texas 78209, Telephone (210) 930 -4000, or from Constance Sanchez, Interim Director of Financial Services, City of Corpus Christi, 1201 Leopard, Corpus Christi, Texas 78401, telephone (361) 826 -3227, by electronic mail or upon payment of reasonable copying, mailing, and handling charges. This Official Statement speaks only as to its date, and the information contained herein is subject to change. Copies of the final Official Statement pertaining to the Bonds will be deposited with the Municipal Securities Rulemaking Board, 1900 Duke Street, Suite 600, Alexandria, Virginia 22314. See 'CONTINUING DISCLOSURE OF INFORMATION" for a description of the City's undertaking to provide certain information on a continuing basis. THE BONDS Purposes of the Bonds The Bonds are being issued to provide funds (I) to make permanent public improvements within the City, including improvements to streets, parks, and police, fire, public health, and recreation facilities and (2) to pay the costs of issuance of the Bonds. General The Bonds will be dated April 1, 2009 and will be issued in principal denominations of $5,000 or any integral multiple thereof. The Bonds are general obligations of the City and ad valorem taxes sufficient to provide for the payment of the interest on and principal of the Bonds, as such interest and principal become due, have been levied and ordered to be levied against all taxable property in the City, and have been pledged for such payment, within the limits prescribed by law. (See "EFFECT OF' THE TAX RATE LIMITATION" and "Appendix A — Ad Valorem Taxes" for further discussion and information relating to ad valorem tax pledges in support of the Bonds.) The Bonds bear interest from such date at the stated interest rates indicated on the inside cover page hereof. Interest on the Bonds will be calculated on the basis of a 360 -day year of twelve 30 -day months, and will be payable on Match 1, 2010 and each September 1 and March 1 thereafter, until the earlier of maturity or redemption. Interest on the Bonds will be calculated on the basis of a 360 -day year consisting of twelve 30-day months. • Preliminary, subject to change. 80502129.4 -170- The City intends to utilize the Book - Entry-Only System of The Depository Trust Company ( "DTC "), but reserves the right on its behalf or behalf of DTC to discontinue such system. Principal of the Bonds will be payable by the paying agent/registrar, initially The Bank of New York Mellon Trust Company, N.A. (the "Paying Agent/Registrar"), through its offices located in Dallas, Texas (the "Designated Trust Office "), to Cede & Co., as nominee of DTC. Such Book -Entry-Only System will affect the method and timing of payment and the method of transfer. DTC will be responsible for distributing the principal and interest payments to the participating members of DTC and the participating members will be responsible for distributing the payment of the owners of beneficial interest in the Bonds. (See `BOOK -ENTRY -ONLY SYSTEM" herein.) So long as the Bonds are in Book -Entry- Only form, and DTC is the securities depository therefor, Cede & Co., as nominee of DTC, will be the registered owner of the Bonds and references herein to the Bondholders or registered owners shall mean Cede & Co. and not the beneficial owners of the Bonds. Interest on the Bonds will be payable by check, dated as of the interest payment date and mailed by the Paying Agent/Registrar to registered owners as shown on the records of the Paying Agent/Registrar on the Record Date (defined herein), or, by such other customary banking arrangements, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, a registered owner. If the date for the payment of the principal of or interest on the Bonds shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the city where the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. Optional Redemption The Bonds maturing on and after March 1, 2019 are subject to redemption, at the option of the City, at the par value thereof plus accrued interest, in whole or in part, in the principal amount of $5,000 or any integral multiple thereof, on March 1, 2018, and on any date thereafter. The years of maturity of the Bonds called for redemption shall be selected by the City. If less than all of the Bonds are redeemed within a stated maturity at any time, the Bonds to be redeemed shall be selected by the Paying Agent/Registrar at random and by lot or other customary method in multiples of $5,000 within any stated maturity. Notice of Redemption Not less than 30 days prior to a redemption date for the Bonds, the City shall cause a notice of redemption to be sent by United States mail, first class, postage prepaid, to each registered owner of a Bond to be redeemed, in whole or in part, at the address of the Holder appearing on the registration books relating to the Bonds kept by the Paying Agent/Registrar (the "Security Register ") at the close of business on the business day next preceding the date of mailing such notice. ANY NOTICE OF REDEMPTION SO MAILED SHALL BE CONCLUSIVELY PRESUMED TO HAVE BEEN DULY GIVEN IRRESPECTIVE OF WHETHER ONE OR MORE BONDHOLDERS FAILED TO RECEIVE SUCH NOTICE. All notices of redemption shall (i) specify the date of redemption for the Bonds, (ii) identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state the Bonds, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified, and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify that payment of the redemption price for the Bonds, or the principal amount thereof to be redeemed, shall be made at the designated corporate trust office of the Paying Agent/Registrar only upon presentation and surrender thereof by the registered owner. If a Bond is subject by its terms to redemption and has been called for redemption and notice of redemption thereof has been duly given or waived as provided in the Ordinance such Bond (or the principal amount thereof to be redeemed) so called for redemption shall become due and payable, and on the redemption date designated in such notice, interest on said Bond (or the principal amount thereof to be redeemed) called for redemption shall cease to accrue and such Bond shall not be deemed to be Outstanding. The Paying Agent/Registrar and the City, so long as a Book - Entry-Only System is used for the Bonds, will mail any notice of redemption, notice of proposed amendment to the Ordinance or other notices with respect to the Bonds only to DTC. Any failure by DTC to advise any DTC participant, or of any DTC participant or indirect participant to notify the beneficial owner, shall not affect the validity of the redemption of the Bonds called for redemption or any other action premised on any such notice. Redemption of portions of the Bonds held by the City will reduce the 80502129.4 -171- outstanding principal amount of such Bonds held by DTC. In such event, DTC may implement, through its Book - Entry-Only System, a redemption of such Bonds held for the account of DTC participants in accordance with its rules or other agreements with DTC participants and then DTC participants and indirect participants may implement a redemption of such Bonds from the beneficial owners. Any such selection of Bonds to be redeemed will not be governed by the Ordinance and will not be conducted by the City or the Paying Agent/Registrar. Neither the City nor the Paying Agent/Registrar will have any responsibility to DTC participants, indirect participants or the persons for whom DTC participants act as nominees, with respect to the payments on the Bonds or the providing of notice to DTC participants, indirect participants, or beneficial owners of the selection of portions of the Bonds for redemption. See "BOOK- ENTRY -ONLY SYSTEM" herein. Defeasance The Ordinance provides for the defeasance of the Bonds when payment of the principal of and premium, if any, on the Bonds, plus interest thereon to the due date thereof (whether such due date be by reason of maturity, redemption, or otherwise) is provided by irrevocably depositing with a paying agent in trust (1) money in an amount sufficient to make such payment and/or (2) Defeasance Securities certified by an independent public accounting firm of national reputation to mature as to principal and interest in such amounts and at such times to insure the availability, without reinvestment, of sufficient money to make such payment, and all necessary and proper fees, compensation and expenses of the paying agent for the respective series of Bonds. The Ordinance provides that "Defeasance Securities" means (1) direct, noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America, (2) noncallable obligations of an agency or instrumentality of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent, and (3) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent. Upon such deposit as described above, such Bonds shall no longer be regarded to be outstanding or unpaid for purposes of applying any limitation or indebtedness. After firm banking and financial arrangements for the discharge and final payment of the Bonds have been made as described above, all rights of the City to initiate proceedings to call the Bonds for redemption or take any other action amending the terms of the Bonds are extinguished; provided, however, the City has reserved the option, to be exercised at the time of the defeasance of the Bonds, to call for redemption at an earlier date those Bonds which have been defeased to their maturity date, if the City (i) in the proceedings providing for the firm banking and financial arrangements, expressly reserves the right to call the Bonds for redemption, (ii) gives notice of the reservation of that right to the owners of the Bonds immediately following the making of the firm banking and financial arrangements, and (iii) directs that notice of the reservation be included in any redemption notices that it authorizes. Paying Agent/Registrar The principal of the Bonds will be paid to the registered owner at maturity or prior redemption upon presentation to the Paying Agent/Registrer, which initially is The Bank of New York Mellon Trust Company, N.A., at its Designated Trust Office. Interest on the Bonds will be paid to registered owners shown on the Security Registrar on the Record Date, and such interest will be paid by check sent by mail to the address of such registered owner appearing on the Security Register or by such other customary banking arrangements acceptable to the Paying Agent/Registrar requested by, and at the risk and expense of, the registered owner. Successor Paying Agent/Registrar The City reserves the right to replace the Paying Agent/Registrar. If the Paying Agent/Registrar is replaced by the City, the new Paying Agent/Registrar shall accept the previous Paying Agent/Registrar's records and act in the same capacity as the previous Paying Agent/Registrar. Any successor Paying Agent/Registrar selected by the City shall be a bank, a trust company, financial institution, or other entity duly qualified and legally authorized to serve and perform the duties of Paying Agent/Registrar for the Bonds. Upon a change in the Paying Agent/Registrar for the Bonds, the City shall promptly cause a written notice thereof to be sent to each registered owner of the Bonds by United States mail, first -class postage prepaid, which notice shall give the address of the new Paying Agent/Registrar. 80502129.4 -172- SOURCES AND USES OF FUNDS The proceeds from the sale of the Bonds will be applied as follows: Sources of Funds Principal Amount of Bonds $ Net Reoffering Premium/(Discount) Accrued Interest Total Sources of Funds $ Uses of Funds Deposit to the Construction Fund $ Deposit to Debt Service Fund Issuance Expenses Underwriters' Discount Total Uses of Funds $ DEFAULTS AND REMEDIES If the City defaults in the payment of principal, interest, or redemption price on the Bonds when due, or if it fails to make payments into any fund or funds created in the Ordinance, or defaults in the observation or performance of any other covenants, conditions, or obligations set for in the Ordinance, the registered owners may seek a writ of mandamus to compel City officials to carry out their legally imposed duties with respect to the Bonds, if there is no other available remedy at law to compel performance of the Bonds or Ordinance and the City's obligations are not uncertain or disputed. The issuance of a writ of mandamus is controlled by equitable principles, so rests with the discretion of the court, but may not be arbitrarily refused. There is no acceleration of maturity of the Bonds in the event of default and, consequently, the remedy of mandamus may have to be relied upon from year to year. The Ordinance does not provide for the appointment of a trustee to represent the interest of the bondholders upon any failure of the City to perform in accordance with the terms of the Ordinance or upon any other condition and accordingly all legal actions to enforce such remedies would have to be undertaken at the initiative of, and be financed by, the registered owners. On June 30, 2006, the Texas Supreme Court ruled in Tooke v. City of Mexia, 197 S.W.3d 325 (Tex. 2006) that a waiver of sovereign immunity in a contractual dispute must be provided for by statute in "clear and unambiguous" language. Because it is unclear whether the Texas legislature has effectively waived the City's sovereign immunity from a suit for money damages, bondholders may not be able to bring such a suit against the City for breach of the Bonds or the Ordinance. Chapter 1371, as amended, Texas Government Code ( "Chapter 1371 "), which pertains to the issuance of public securities by issuers such as the City, permits the City to waive sovereign immunity in the proceedings authorizing the issuance of the Bonds. Notwithstanding its reliance upon the provisions of Chapter 1371 in connection with the issuance of the Bonds (as further described under the caption "INTRODUCTION"), the City has not waived the defense of sovereign immunity with respect thereto. Even if a judgment against the City could be obtained, it could not be enforced by direct levy and execution against the City's property. Further, the registered owners cannot themselves foreclose on property within the City or sell property within the City to enforce the tax lien on taxable property to pay the principal of and interest on the Bonds. Furthermore, the City is eligible to seek relief from its creditors under Chapter 9 of the U.S. Bankruptcy Code ( "Chapter 9 "). Although Chapter 9 provides for the recognition of a security interest represented by a specifically pledged source of revenues, the pledge of ad valorem taxes in support of a general obligation of a bankrupt entity is not specifically recognized as a security interest under Chapter 9. Chapter 9 also includes an automatic stay provision that would prohibit, without Bankruptcy Court approval, the prosecution of any other legal action by creditors or bondholders of an entity which has sought protection under Chapter 9. Therefore, should the City avail itself of Chapter 9 protection from creditors, the ability to enforce would be subject to the approval of the Bankruptcy Court (which could require that the action be heard in Bankruptcy Court instead of other federal or state court); and the Bankruptcy Code provides for broad discretionary powers of a Bankruptcy Court in administering any proceeding brought before it. The opinion of Bond Counsel will note that all opinions relative to the enforceability of the Ordinance and the Bonds are qualified with respect to the customary rights of debtors relative to their creditors. 80502129.4 -173- BOND INSURANCE The Issuer has made applications to municipal bond insurance companies to have the payment of the principal and interest on the Bonds insured by a municipal bond insurance policy. If the City obtains a commitment from a bond insurance company to provide a municipal bond insurance policy relating to the Bonds, the City shall notify the Underwriters. The final Official Statement shall disclose, to the extent necessary, any relevant information relating to this municipal bond insurance policy. REGISTRATION, TRANSFER AND EXCHANGE Transfers and Exchanges So long as any Bonds remain outstanding, the Paying Agent/Registrar shall keep the Security Register at the Designated Trust Office in which, subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar shall provide for the registration and transfer of the Bonds in accordance with the terms of the Ordinance. Each Bond shall be transferable only upon the presentation and surrender thereof at the Designated Trust Office of the Paying Agent/Registrar, duly endorsed for transfer, or accompanied by an assignment duly executed by the owner or his authorized representative in a form satisfactory to the Paying Agent/Registrar. Upon due presentation and surrender of a Bond for transfer, the Paying Agent/Registrar is required to authenticate and deliver in exchange therefor, under such reasonable regulations as the Paying Agent/Registrar may prescribe, a new Bond or Bonds, registered in the name of the transferee or transferees, in authorized denominations and of the same maturity, in the principal amount of $5,000 or any integral multiple thereof, and bearing interest at the same rate as the Bond or Bonds so presented and surrendered. All Bonds shall be exchangeable upon the presentation and surrender thereof at the Designated Trust Office of the Paying Agent/Registrar for a Bond or Bonds of the same maturity and interest rate and in any authorized denomination, in such aggregate principal amount as discussed above equal to the unpaid principal amount of the Bond delivered in accordance with the Ordinance and shall be entitled to the benefits and security of the Ordinance to the same extent as the Bond or Bonds in lieu of which such Bond is delivered. The Paying Agent/Registrar may require the owner of any Bond to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the transfer or exchange of such Bond. Any reasonable standard or customary fee or charge of the Paying Agent/Registrar for a conversion or exchange shall be paid by the one requesting such conversion or exchange, except that the City shall pay such fee or charge in the case of the conversion or exchange of an assigned and transferred Bond. Future Registration In the event the Book -Entry-Only System should be discontinued, the Bonds may be transferred, exchanged and assigned on the Security Register, only upon presentation and surrender thereof the Paying Agent/Registrar and such transfer or exchange of the Bonds shall be without expense or service charge to the owner, except for any tax or other governmental charges required to be paid with respect to such registration and transfer. A Bond may be assigned by the execution of an assignment form on the Bond or by other instrument of transfer and assignment acceptable to the Paying Agent/Registrar. A new Bond or Bonds will be delivered by the Paying Agent/Registrar in lieu of the Bonds being transferred or exchanged at the corporate trust office of the Paying Agent/Registrar, or sent by United States mail, first -class postage prepaid, to the new registered owner or his assignee. To the extent possible, new Bonds issued in an exchange or transfer of Bonds will be delivered to the contracting party or assignee of the owner in not more than three (3) business days after the receipt of the Bonds to be canceled in the exchange or transfer and the written instrument of transfer or request for exchange duly executed by the owner or his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. New Bonds registered and delivered in an exchange or transfer shall be in denominations of $5,000 for any one maturity or any integral multiple thereof and for a like aggregate principal amount of the Bond or Bonds surrendered for exchange or transfer. See "BOOK -ENTRY -ONLY SYSTEM" herein for a description of the system to be utilized initially in regard to ownership and transferability of the Bonds. 80502129.4 -174- Record Date for Interest Payment The record date ( "Record Date ") for determining the party to whom interest on a Bond is payable on any interest payment date is the fifteenth calendar day of the preceding month, as specified in the Ordinance. In the event of a nonpayment of interest on a scheduled payment date, and for thirty days thereafter, a new record date for such interest payment (a "Special Record Date ") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be fifteen days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first -class postage prepaid, to the address of each holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. Limitation on Transfer of Bonds Neither the City nor the Paying Agent/Registrar shall be required (I) to make any transfer or exchange during a period beginning at the opening of business 30 days before the day of the first mailing of a notice of redemption of Bonds and ending at the close of business on the day of such mailing, or (2) to transfer or exchange any Bonds so selected for redemption when such redemption is scheduled to occur within 30 calendar days. Replacement Bonds The City has agreed to replace mutilated, destroyed, lost, or stolen Bonds upon surrender of the mutilated Bonds to the Paying Agent/Registrar, or receipt of satisfactory evidence of such destruction, loss, or theft, and receipt by the City and Paying Agent/Registrar of security or indemnity as may be required by either of them to hold them harmless. The City may require payment of taxes, governmental charges, and other expenses in connection with any such replacement. BOOK - ENTRY -ONLY SYSTEM This section describes how ownership of the Bonds is to be transferred and how the principal of, premium, if any, and interest on the Bonds are to be paid to and credited by The Depository Trust Company ( "DTC "), New York, New York, while the Bonds are registered in its nominee name. The information in this section concerning DTC and the Book Entry Only System has been provided by DTC for use in disclosure documents such as this Official Statement. The City believes the source of such information to be reliable, but takes no responsibility for the accuracy or completeness thereof. The City cannot and does not give any assurance that (1) DTC will distribute payments of debt service on the Bonds, or redemption or other notices, to DTC. Participants, (2) DTC Participants or others will distribute debt service payments paid to DTC or its nominee (as the registered owner of the Bonds), or redemption or other notices, to the Beneficial Owners, or that they will do so on a timely basis, or (3) DTC will serve and act in the manner described in this Official Statement. The current rules applicable to DTC are on file with the United States Securities and Exchange Commission, and the current procedures of DTC to be followed in dealing with DTC Participants are on file with DTC. DTC will act as securities depository for the Bonds. The Bonds will be issued as fully registered securities registered in the name of Cede & Co. ( DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully registered security certificate will be issued for each maturity of the Bonds, in the aggregate principal amount of each maturity of such issue, and will be deposited with DTC. General DTC, the world's largest securities depository, is a limited - purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non -U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 100 countries that DTC's participants 80502129.4 -175- ( "Direct Participants ") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book -entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non -U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly -owned subsidiary of The Depository Trust & Clearing Corporation (`DTCC "). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non -U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ( "Indirect Participants "). DTC has Standard & Poor's highest rating: "AAA ". The DTC Rules applicable to its Participants are on file with the United States Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com and www.dtc.org. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond ( "Beneficial Owner ") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use of the book -entry system for the Bonds is discontinued. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices will be sent to DTC. If less than all of the Bonds within a maturity are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant.in such maturity to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds unless authorized by a Direct Participant in accordance with DTC's procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Redemption proceeds, principal, and interest payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the City or the Paying Agent/Registrar, on payment date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name ", and will be the responsibility of such Participant and not of DTC, the Paying Agent/Registrar, or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, principal, and interest payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the City or the Paying Agent/Registrar, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indiirect Participants. 80502129.4 -176- DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the City or the Paying Agent/Registrar. Under such circumstances, in the event that a successor depository is not obtained, security certificates are required to be printed and delivered. The City may decide to discontinue use of the system of book -entry transfers through DTC (or a successor securities depository). In that event, security certificates will be printed and delivered. The information in this section concerning DTC and DTC's book -entry system has been obtained from DTC, but the City takes no responsibility for the accuracy thereof. Use of Certain Terms in Other Sections of this Official Statement In reading this Official Statement it should be understood that while the Bonds are in the Book - Entry-Only System, references in other sections of this Official Statement to registered owners should be read to include the person for which the Direct or Indirect Participant acquires an interest in the Bonds, but (i) all rights of ownership must be exercised through DTC and the Book - Entry-Only System, and (ii) except as described above, payment or notices that are to be given to registered owners under the Ordinance will be given only to DTC. AUTHORIZED BUT UNISSUED AD VALOREM TAX SUPPORTED BONDS The City voters, at an election held on November 4, 2008, authorized an aggregate amount of $153,000,000 in general obligation bonds to finance various permanent improvements throughout the City. The Bonds represent the initial issuance of this voted authority. The following table depicts the purpose of each proposition, the amount of bond authorization granted in each proposition, and the current amount of each proposition issued to date, inclusive of the Bonds. Purpose of Proposition 1. Street Improvements 2. Fire Station Improvements 3. Police Department Improvements 4. Public Health Rehabilitation 5. Public Facilities Improvements 6. Park and Recreation Improvement 7. Bayfront Development Total* * Preliminary, subject to change. Amount of Bond Authorization ($1 104,610,000 6,250,000 3,340,000 1,150,000 3,050,000 21,600,000 13.000.000 153900.000 Amount of Authorization Beina Issued* ($) EFFECT OF THE TAX RATE LIMITATION Remaining Authorization* As discussed more specifically elsewhere in this Official Statement, two amendments to the Charter affect management of the City's financial affairs. In 1980, an election was held at which an amendment to the Charter established a 68 cent per $100 tax rate for all purposes (the City would otherwise be permitted by State law to have a tax rate of up to $2.50 per $100 of assessed valuation). In 1993, an election was held at which the citizens of Corpus Christi voted to amend the Charter to provide for the tax rate to increase up to the State limit for voter approved debt authorized after April 4, 1993. In 2001 the City issued $30,800,000 of general obligation bonds to finance various projects that were approved by the citizens of Corpus Christi at an election held on November 7, 2000 and are not subject to the 68 cent tax rate limit. A portion of those bonds were refunded with proceeds of the City's General Improvement and Refunding Bonds, Series 2005, and such Bonds attributable to such refunding are not subject to the 68 cent tax rate limit. The general obligation bonds described under "AUTHORIZED BUT UNISSUED AD VALOREM TAX SUPPORTED BONDS ", which includes the Bonds, are not subject to the 68 cent tax rate limit. The remaining outstanding tax supported debt, and any currently outstanding certificates of obligation are subject to the 68 cent tax rate limit, which is also applicable to the City's operation and maintenance expenditures. As stated 80502129.4 -177- above, the Bonds are not subject to the 68 cent tax rate limit. See "THE CERTIFICATES - Security for the Bonds" herein. The City has, by election under the Texas Tax Code, adopted a $50,000 homestead exemption for disabled taxpayers and for taxpayers over the age of 65. Further, on November 2, 2004, voters of the City, in addition to approving the issuance of $95,000,000 in general obligation debt secured by the ad valorem taxes of the City, approved freezing the ad valorem taxes for citizens 65 or older, or disabled, and their spouses on homesteads owned thereby. The effect of the imposition of the tax freeze has ranged from an ad valorem levy loss of approximately $400,000 in the initial year of implementation of the tax freeze to over $1,500,000 in fiscal year 2007 -2008, but appears to be leveling off somewhat. The City had foreseen and budgeted these ad valorem levy losses each year and believes the existing ad valorem tax rate is sufficient to maintain the current level of operations and should not affect the ability of the City to finance future capital improvements through the issuance of debt secured in whole or in part by a pledge of ad valorem taxes. These provisions affect the City's budgeting and capital improvement program planning functions. In part, as a response to the tax rate limit, the City has maintained its tax rate within a range of $0.590 to $0.644 per $100 in valuation over the last ten fiscal years. The current tax rate is $0.564 per $100 in valuation. The ability to continue to issue the debt necessary to add additional City improvements and to provide other current services within the tax rate limit will depend in part on the growth in the City's ad valorem and sales tax bases over the coming years as well as the ability of City management to continue to provide efficient City services. DEBT INFORMATION Payment Record The City has not defaulted in the payment of the principal of, or interest on, its tax debt obligations within the last seventy years, nor has the City issued any refunding securities for the purpose of preventing a default in the payment of the principal of, or interest on, its tax debt obligations within this period. Authority for Issuance of Debt; Limitations The City is authorized to issue ad valorem tax supported general obligation bonds. A majority vote of the qualified voters is ordinarily required to authorize the issuance of ad valorem tax supported bonds for general improvements. The Bonds are issued pursuant to voted authority. Notes, including bond anticipation notes and commercial paper notes, also may be authorized by a majority vote of the qualified voters in connection with the approval of ad valorem tax supported general improvement bonds. The City is also empowered to issue ad valorem tax supported certificates of obligation for a variety of purposes including purchasing an existing utility and for paying any contractual obligation incurred in the construction of public works or the purchase of land, materials and other supplies or services for the City's needs. Such certificates of obligation may be refunded by tax supported bonds. In addition, the City may issue certificates of obligation with a pledge of both taxes and revenues provided the City otherwise has the right to pledge the revenues involved. The issuance of certificates of obligation does not require voter approval except under certain circumstances. The City may also issue ad valorem tax supported contractual obligations without right of referendum for the purpose of acquiring personal property. The City is also authorized to issue revenue bonds for certain purposes. The authorized purposes include the financing of the water system, wastewater disposal system, gas system, solid waste system, transportation system, civic center, airport and parks. Revenue bond indebtedness is not considered in determining the legal debt margin for ad valorem tax supported bonds. INVESTMENT POLICY Available City funds are invested as authorized by Texas law and in accordance with investment policies approved by the City Council. Both State law and the City's investment policies are subject to change. 80502129.4 -178- Legal Investments Under Texas law, the City is authorized to invest in (1) obligations, including letters of credit, of the United States or its agencies and instrumentalities, (2) direct obligations of the State of Texas or its agencies and instrumentalities, (3) collateralized mortgage obligations directly issued by a federal agency or instrumentality of the United States, the underlying security for which is guaranteed by an agency or instrumentality of the United States, (4) other obligations, the principal of and interest on which are unconditionally guaranteed or insured by, or backed by the full faith and credit of the State of Texas or the United States or their respective agencies and instrumentalities, (5) obligations of states, agencies, counties, cities, and other political subdivisions or any state rated as to investment quality by a nationally recognized investment rating firm not less than A or its equivalent, (6) certificates of deposit meeting the requirements of Chapter 2256, Texas Government Code (the "Public Funds Investment Act ") that are issued by an institution that has its main office or a branch office in the State of Texas and are guaranteed or insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, or are secured as to principal by obligations described in clauses (1) through (5) and clause (13) or in any other manner and amount provided by law for City deposits, (7) fully collateralized repurchase agreements that have a defined termination date, are fully secured by obligations described in clause (1) and deposited at the time the investment is made with the City or with a third party selected and approved by the City, and are placed through a primary government securities dealer or a financial institution doing business in the State of Texas, (8) bankers' acceptances with the remaining term of 270 days or less, if the short -term obligations of the accepting bank or its parent are rated at least A -I or P -1 or the equivalent by at least one nationally recognized credit rating agency, (9) commercial paper that is rated at least A -1 or P -1 or the equivalent by either (a) two nationally recognized credit rating agencies or (b) one nationally recognized credit rating agency if the paper is fully secured by an irrevocable letter of credit issued by a U.S. or state bank, (10) no -load money market mutual funds registered with and regulated by the United States Securities and Exchange Commission that have a dollar weighted average portfolio maturity of 90 days or less and include in their investment objectives the maintenance of a stable net asset value of $1 for each share, (11) no -load mutual fund registered with the United States Securities and Exchange Commission that: have an average weighted maturity of less than two years; invest exclusively in obligations described in the preceding clauses and clause (13), and are continuously rated as to investment quality by at least one nationally recognized investment rating firm of not less than AAA or its equivalent, (12) public funds investment pools that have an advisory board which includes participants in the pool and are continuously rated as to investment quality by at least one nationally recognized investment rating firm of not less than AAA or its equivalent or no lower than investment grade with a weighted average maturity no greater than 90 days, and (13) bonds issued, assumed or guaranteed by the State of Israel. Texas law also permits the City to invest bond proceeds in a guaranteed investment contract subject to the limitations set forth in the Public Funds Investment Act. Entities such as the City may enter into securities lending programs if (i) the securities loaned under the program are 100% collateralized, a loan made under the program allows for termination at any time and a loan made under the program is either secured by (a) obligations that are described in clauses (1) through (5) and clause (13) above, (b) irrevocable letters of credit issued by a state or national bank that is continuously rated by a nationally recognized investment rating firm at not less than A or its equivalent or (c) cash invested in obligations described in clauses (1) through (5) and clause (13) above, clauses (9) through (11) above, or an authorized investment pool; (ii) securities held as collateral under a loan are pledged to such investing entity or a third party designated such investing entity; (iii) a loan made under the program is placed through either a primary government securities dealer or a financial institution doing business in the State of Texas; and (iv) the agreement to lend securities has a term of one year or less. The City may invest in such obligations directly or through government investment pools that invest solely in such obligations provided that the pools are rated no lower than AAA or AAAm or an equivalent by at least one nationally recognized rating service. The City is specifically prohibited from investing in: (1) obligations whose payment represents the coupon payments on the outstanding principal balance of the underlying mortgage- backed security collateral and pays no principal; (2) obligations whose payment represents the principal stream of cash flow from the underlying mortgage- backed security and bears no interest; (3) collateralized mortgage obligations that have a stated final maturity of greater than 10 years; and (4) collateralized mortgage obligations the interest rate of which is determined by an index that adjusts opposite to the changes in a market index. 80502129.4 - 10 - -179- Investment Policies Under Texas law, the City is required to invest its funds in accordance under written investment policies that primarily emphasize safety of principal and liquidity; that address investment diversification, yield, maturity, and the quality and capability of investment management; and that includes a list of authorized investments for City funds, maximum allowable stated maturity of any individual investment and the maximum average dollar- weighted maturity allowed for pool fund groups. All City funds must be invested consistent with a formally adopted "Investment Strategy Statement" that specifically addresses each funds' investment. Each Investment Strategy Statement will describe its objectives concerning: (1) suitability of investment type, (2) preservation and safety of principal, (3) liquidity, (4) marketability of each investment, (5) diversification of the portfolio, and (6) yield. Under Texas law, City investments must be made "with judgment and care, under prevailing circumstances, that a person of prudence, discretion, and intelligence would exercise in the management of the person's own affairs, not for speculation, but for investment, considering the probable safety of capital and the probable income to be derived." At Least quarterly the investment officers of the City must submit to the City Council an investment report detailing (1) the investment position of the City, (2) that all investment officers jointly prepared and signed the report, (3) the beginning market value, any additions and changes to market value and the ending value of each pooled fund group, (4) the book value and market value of each separately listed asset at the beginning and end of the reporting period, (5) the maturity date of each separately invested asset, (6) the account or fund or pooled fund group for which each individual investment was acquired, and (7) the compliance of the investment portfolio as it relates to (a) adopted investment strategy statements and (b) State law. No person may invest City funds without express written authority from the City Council. Additional Provisions Under Texas law the City is additionally required to (1) annually review its adopted policies and strategies, (2) require any investment officers' with personal business relationships or relative with firms seeking to sell securities to the entity to disclose the relationship and file a statement with the Texas Ethics Commission and the City Council, (3) require the registered principal of fines seeking to sell securities to the City to (a) receive and review the City's investment policy, (b) acknowledge that reasonable controls and procedures have been implemented to preclude imprudent investment activities, and (c) deliver a written statement attesting to these requirements, (4) perform an annual audit of the management controls on investments and adherence to the City's investment policy, (5) provide specific investment training for the Treasurer, Chief Financial Officer and investment officers, (6) restrict reverse repurchase agreements to not more than 90 days and restrict the investments of reverse repurchase agreement funds to no greater than the term of the reverse repurchase agreement, (7) restrict the investment in non -money market mutual funds of any portion of bond proceeds, reserves and funds held for debt service and to no more than 15% of the entity's monthly average fund balance, excluding bond proceeds and reserves and other funds held for debt service, and (8) require local government investment pools to conform to the new disclosure, rating, net asset value, yield calculation, and advisory board requirements. City policies require investments in accordance with applicable state law. All investments which are authorized by State statute, with the exception of bankers' acceptances, commercial paper, collateralized mortgage obligations, reverse repurchase agreements, no -load money market mutual funds, no -load mutual funds, and bonds issued, assumed or guaranteed by the State of Israel, are acceptable for investment purposes under the City's Statement of Investment Policy. The City generally invests in obligations of the United States or its agencies and instrumentalities. Under Texas law, the City may contract with an investment management firm registered under the Investment Advisers Act of 1940 (15 U.S.C. Section 80b-1 et seq.) or with the State Securities Board to provide for the investment and management of its public funds or other funds under its control for a term up to two years, but the City retains ultimate responsibility as fiduciary of its assets. In order to renew or extend such a contract, the City must do so by order, ordinance or resolution. The City has not contracted with, and has no present intention of contracting with, any such investment management firm or the State Securities Board to provide such services. Current Investments* As of , 2009, the following percentages by investment type applied to the City's investable funds, which had an aggregate par value of $ , a market value of $ and a book value of $ 80502129.4 - 11 - -180- City Portfolio Par Value: Money Market Local Government Investment Pool Bank Bond of Deposit U. S. Agencies Total Market Value Book Value Market to Book Ratio Weighted Average Maturity Portfolio by Account Type (Par Value) Money Market Local Government Investment Pool Bank Bond of Deposit U.S. Agencies Total * Unaudited As of such date, the market value of such investments (as determined by the City by reference to published quotations, dealer bids, and comparable information) was approximately 100% of book value. No funds of the City are invested in derivative securities, Le, securities whose rate of' return is determined by reference to some other instrument, index, or commodity. Fiscal Year Salaries($) 1997 -98 96,621,593 1998 -99 101,889,392 1999 -00 102,242,291 2000 -01 100,927,146 2001 -02 105,312,317 2002 -03 112,071,665 2003 -04 121,245,107 2004 -05 120,616,280 2005 -06 124,601,361 2006 -07 127,318,989 2007 -08 PAYROLL STATISTICS Social Security and Medicare(S) 5,990,993 6,149,968 6,241,322 6,064,690 6,418,618 6,818,824 7,370,874 7,350,960 5,903,267 7,603,602 Texas Municipal Ret. System($) 8,805,861 9,019,103 9,026,902 8,686,111 9,826,228 10,241,750 11,386,987 12,827,988 13,853,273 14,372,192 Fireman's Relief and Retirement($) 1,942,873 2,248,927 2,171,942 2,223,410 2,300,476 2,423,671 2,673,855 2,482,092 2,795,774 3,040,260 Total Paid by City as Employer($) Year(» 113,361,320 3,584 119,307,390 3,276 119,682,457 3,277 117,901,357 3,278 123,857,639 3,264 131,555,910 3,264 143,176,822 3,317 143,277,320 3,126 147,153,675 3,183 152,335,043 3,217 Number of Employees Last Payday of Fiscal (I) This includes full time and summer employees. Employee Pension Plan and Benefits The City's employees participate in the Texas Municipal Retirement System. This plan, the contributions made to this plan, and the City's unfunded pension fund liability are further described in Note 9 in Appendix C hereof. 80502129.4 - 12 - -181- Post - Employment Health Care Benefits GASB Statement No, 45; Accounting and Financial Reporting by Employers for Postemployment Benefits Other than Pensions (OPEB), established new accounting standards for postretirement benefits. The new standard does not require funding of OPEB expense, but any difference between the annual required contribution (ARC) and the amount funded during the year is required to be recorded in the employers financial statement as an increase (or decrease) in the net OPEB obligation. The effective date for implementation of GASB 45 by the City of Corpus Christi is August 1, 2007, Accordingly, the City did obtain an actuarial valuation in accordance with GASB 45 standards as of August 1, 2007, and discloses the following: Plan Description and Funding Policy Employees who retire from the City of Corpus Christi, and eligible dependents and survivors, are eligible to continue to participate in the City's health insurance programs at the "blended" employee group rate which is determined annually by the City of Corpus Christi and approved by the City Council. Retirees have 31 days to elect to enroll in the City's self-funded health insurance plan (Citicare, Citicare Public Safety, and Citicare -Fire) in which they were participating at the time of retirement unless otherwise stated in a plan document or collective bargaining agreement. As of July 31, 2008, a total of 562 eligible retirees and dependents were participating in the City's group health program detailed as follows: Citicare 304 Citicare Public Safety 135 Citicare Fire 117 Pending election 6 Total 562 The City provides no funding for any portion of the premiums after retirement. However, the City recognizes that there is an "implicit subsidy" arising as a result of the blended rate premium since retiree health care costs, on average, are higher than active employee healthcare costs. The plan is not accounted for as a trust fund as an irrevocable trust has not been established to fund the plan, The plan does not issue a separate financial report. Annual OPEB Cost and Net OPEB Obligation The City's annual other post- employment benefit (OPEB) cost is calculated based on the annual required contribution (ARC) of the employer, an amount actuarially determined in accordance with the parameters of GASB Statement 45. The ARC represents a level of funding that, if paid on an ongoing basis, is projected to cover normal costs each year and to amortize any unfunded actuarial liabilities over a period not to exceed 30 years. The City's annual OPEB cost for each plan for the current year is as follows: Citicare Public Citicare ($) Safety ($) Citicare Fire ($) Total ($) Annual required contribution 3,109,043 1,502,603 1,853,004 6,464,650 Interest on net OPEB obligation - -- -- - -- --- Annual OPEBcost 3,109,043 1,502,603. 1,853,004 6,464,650 Contributions made (pay -as- you -go basis) 628,619 455 812 541,837 1,626,268 Increase in net OPEB obligation 2,480,424 1,046,791 1,311,167 4,838,382 Net OPEB obligation - beginning of year - -- - -- - -- -- Net OPEB obligation - end of year 2,480,424 1,046,791 1,311,167 4,838,382 Collective Bargaining Agreements Under State law, municipal firefighters and police officers may form collective bargaining groups which may negotiate employment contracts on behalf of members of such groups. However, State law forbids such groups from participating in strikes or other work stoppages. The City's firemen and police are organized in collective bargaining groups and currently are working under a negotiated employment agreement with the City. No other City employees are similarly organized for employment term negotiations. 80502129.4 - 13 - -182- ANNEXATION PROGRAM Background The City has continued to expand its jurisdiction, and thus increase its obligation to provide services and, correspondingly its tax base, by annexing selected adjacent areas. The City may annex additional territory adjoining or lying adjacent to the City by ordinance. The total area of the City is approximately 498 square miles, of which approximately 161 square miles is land area and 337 square miles water area. The areas covered by water require no normal City Services, but do produce considerable revenues from oil and gas properties located therein and allow the City to enforce ordinances regarding uses in the areas. The City has had numerous annexations since its beginning. Significant annexations occurred in 1950 when 92 square miles of water area in Corpus Christi and Nueces Bay were annexed, in 1962 when 48 square miles of land west and south of the City were annexed, in 1966 when 31 square miles of water area in Corpus Christi Bay were annexed and in 1970 when 63 square miles of water area in Corpus Christi Bay and Laguna Madre were annexed. However, four oil companies which owned leases included in the 1970 annexation of bay water areas contended the annexation was not legal. The matter ended up in court and was settled in favor of the City. In December, 1972 an election to re -affirm the annexation of November 1970 was held and carried. On November 18, 1981, the City annexed approximately 3,171 acres (4.95 square miles) of land in addition to fringe area development made up of commercial, industrial and residential subdivisions. On August 9, 1986 an election was defeated to annex more than 60 square miles of Padre and Mustang Islands. The City has already annexed the developed areas of Padre Island bounded by Laguna Madre, Packery Channel, the Gulf of Mexico and the Southern boundary of Nueces County. Through a referendum on April 11, 1989, the City annexed approximately 2,527 acres (3.95 square miles) of land. Changes in the City's Charter have simplified the method by which a municipality may annex land. Under the Charter revisions: "The City shall have the power by ordinance to fix the boundary limits of the city and to provide for the alteration and extension of the boundary limits." From 1990 thru 1995, the City annexed 9,988 acres (approximately 4.95 square miles) of land primarily located south of SPID and east of Staples Street. From 1996 thru 1998, the amount of land annexed by the City was minimal as only 32 acres or .05 square miles of land area'was annexed. In 1999, the City initiated annexations for lands adjacent to the northwest portion of the City, and on Mustang and Padre Islands located along the eastern edge of the City. On December 21, 1999, 4,852 acres or 7.58 square miles was annexed into the City. As part of a major annexation program in 2001, the City annexed a total of 15,786 acres (24.7 square miles) effective December 31, 2001. On April 17, 2002 the City annexed 678.39 acres (1.06 square miles) of land. Several existing major resorts and condominiums on Mustang/North Padre Islands were included as part of the areas annexed, resulting in a significant increase in hotel tax revenue collected by the City. Source: City Geographic Information System. Any differences in acreage between the historically adopting annexation Ordinance and the annexation figures provided are attributed to the modem methods used by the City's Geographic Information System. These methods include gps (global satellite positioning system), aerial photography, property records, etc. LITIGATION The City is a defendant in various tort claims and lawsuits involving general liability, automobile liability, and various contractual matters. The status of such litigation ranges from early discovery stage to various levels of appeal of judgments both for and against the City. The City intends to defend vigorously against the lawsuits; including the pursuit of all appeals; however, no prediction can be made as of the date hereof, with respect to the liability of the City for such claims or the outcome of such suits. In the opinion of the City Attorney, it is improbable that the lawsuits now outstanding against the City could become final in a timely manner so as to have a material adverse financial impact upon the City. The City provides the following information related to certain lawsuits that do impact the City's combined utility system, the revenues from which secure certain outstanding City indebtedness (but not the Bonds): 1. Nueces County Water Control and Improvement District No. 4 (located in Port Aransas) has filed a petition challenging the City's wholesale water rate. The challenge is based on alleged flaws in the City's rate methodology in calculating its costs of service. The challenge is also based on disputes over the application of provisions in the City's wholesale water contract with the district 80502129.4 - 14 - -183- and how a fund set up to pay for future capital improvements for the benefit of the district are handled. The City, and it rate consultant, HDR Engineering, Inc., believes its rate methodology is proper, and is being properly applied to the district. Mediation of the dispute between the City and the district is scheduled. The Texas Commission on Environmental Quality proceedings have been delayed waiting the results of this mediation. 2. San Patricio Municipal Water District and South Texas Water Authority vs. City of Corpus Christi. The case involves a claim by two of the City's wholesale water customers that the City improperly billed the districts for drainage charges in violation of the Texas Municipal Drainage Utility System Act through its water rates. The City has challenged the court's jurisdiction to consider this matter, since it is a water rate appeal within the exclusive jurisdiction of the Texas Commission on Environmental Quality, and is barred by the statute of limitations since it was not filed within the period authorized for water rate appeals. On the date of delivery of the Bonds to the Underwriters, the City will execute and deliver to the Underwriters a certificate to the effect that, except as disclosed herein, no litigation of any nature has been filed or is pending, as of that date, to restrain or enjoin the issuance or delivery of the Bonds or which would affect the provisions made for their payment or security or in any manner question the validity of the Bonds. GASB 34 STATEMENT In June 1999, the Governmental Accounting Standards Board ( "GASB ") issued Statement No. 34, "Basic Financial Statements - and Management's Discussion and Analysis - for State and Local Governments" ( "GASB 34 "). The objective of GASB 34 is to enhance the clarity and usefulness of the general- purpose external financial reports of state and local governments to its citizenry, legislature and oversight bodies, and investors and creditors. The City implemented GASB 34 beginning with its fiscal year ending July 31, 2002. While adoption of GASB 34 altered the presentation of the City's financial information, City management believes that the adoption of GASB 34 did not have any material adverse impact on the City's financial position, results of operation, or cash flows. LEGAL MATTERS The City will furnish the Underwriters with a complete transcript of proceedings incident to the authorization and issuance of the Bonds, including the unqualified approving legal opinion of the Attorney General of the State of Texas to the effect that the Bonds are valid and legally binding obligations of the City, and based upon examination of such transcript of proceedings, the approval of certain legal matters by Bond Counsel, to the effect that the Bonds, issued in compliance with the provisions of the Ordinance, are valid and legally binding obligations of the City and, subject to the qualifications set forth herein under "TAX MATTERS ", the interest on the Bonds is exempt from federal income taxation under existing statutes, published rulings, regulations, and court decisions. In its capacity as Bond Counsel, Fulbright & Jaworski L L P , San Antonio, Texas has reviewed the information under the captions "THE BONDS ", "TAX MATTERS ", "LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS ", "CONTINUING DISCLOSURE OF INFORMATION" (except under the subheading "Compliance with Prior Undertakings" as to which no opinion is expressed), and "REGISTRATION AND QUALIFICATION OF BONDS FOR SALE" in the Official Statement and such firm is of the opinion that the information relating to the Bonds and the Ordinance contained under such captions is a fair and accurate summary of the information purported to be shown and that the information and descriptions contained under such captions relating to the provisions of applicable state and federal laws are correct as to matters of law. The customary closing papers, including a certificate to the effect that no litigation of any nature has been filed or is then pending to restrain the issuance and delivery of the Bonds or which would affect the provisions made for their payment or security, or in any manner questioning the validity of the Bonds will also be furnished. Though it represents the Financial Advisor and the Underwriters from time to time in matters unrelated to the issuance of the Bonds, Bond Counsel has been engaged by and only represents the City in connection with the issuance of the Bonds. The legal fees to be paid Bond Counsel for services rendered in connection with the issuance of Bonds are contingent on the sale and delivery of the Bonds. The legal opinion of Bond Counsel will accompany the obligations deposited with DTC or will be printed on the definitive obligations in the event of the discontinuance of the Book- Entry-Only System. Certain legal matters will be passed upon for the City by the City Attorney and for the Underwriters by their counsel, the Perez Law Firm, PLLC, McAllen, Texas, whose fee is contingent on the delivery of the Bonds. 80502129.4 - 15 - -184- The various legal opinions to be delivered concurrently with the delivery of the Bonds express the professional judgment of the attomeys rendering the opinions as to the legal issues explicitly addressed therein. In rendering a legal opinion, the attorney does not become an insurer or guarantor of the expression of professional judgment, of the transaction opined upon, or of the future performance of the parties to the transaction, nor does the rendering of an opinion guarantee the outcome of any legal dispute that may arise out of the transaction. TAX MATTERS Opinion The delivery of the Bonds is subject to the opinion of Fulbright & Jaworski L.L.P., Bond Counsel, to the effect that interest on the Bonds for federal income tax purposes (1) is excludable from the gross income, as defined in section 61 of the Internal Revenue Code of 1986, as amended to the date hereof (the "Code "), of the owners thereof pursuant to section 103 of the Code and existing regulations, published rulings, and court decisions, and (2) will not be included in computing the alternative minimum taxable income of the owners thereof. The statute, regulations, rulings, and court decisions on which such opinion is based are subject to change. A form of Bond Counsel's opinion appears in Appendix D hereto. In rendering the foregoing opinions, Bond Counsel will rely upon representations and certifications of the City made in certificates pertaining to the use, expenditure, and investment of the proceeds of the Bonds and will assume continuing compliance by the City with the provisions of the Ordinance subsequent to the issuance of the Bonds. The Ordinance contains covenants by the City with respect to, among other matters, the use of the proceeds of the Bonds and the facilities financed therewith by persons other than state or local governmental units, the manner in which the proceeds of the Bonds are to be invested, the periodic calculation and payment to the United States Treasury of arbitrage "profits" from the investment of the proceeds, and the reporting of certain information to the United States Treasury. Failure to comply with any of these covenants may cause interest on the Bonds to be includable in the gross income of the owners thereof from the date of the issuance of the Bonds. Except as described above, Bond Counsel will express no other opinion with respect to any other federal, state or local tax consequences under present law, or proposed legislation, resulting from the receipt or accrual of interest on, or the acquisition or disposition of, the Bonds. Bond Counsel's opinion is not a guarantee of a result, but represents its legal judgment based upon its review of existing statutes, regulations, published rulings and court decisions and the representations and covenants of the City described above. No ruling has been sought from the Internal Revenue Service (the "IRS ") with respect to the matters addressed in the opinion of Bond Counsel, and Bond Counsel's opinion is not binding on the IRS. The IRS has an ongoing program of auditing the tax- exempt status of the interest on municipal obligations. If an audit of the Bonds is commenced, under current procedures the IRS is likely to treat the City as the "taxpayer," and the owners of the Bonds would have no right to participate in the audit process. In responding to or defending an audit of the tax- exempt status of the interest on the Bonds, the City may have different or conflicting interests from the owners of the Bonds. Public awareness of any future audit of the Bonds could adversely affect the value and liquidity of the Bonds during the pendency of the audit, regardless of its ultimate outcome. Ancillary Tax Consequences Prospective purchasers of the Bonds should be aware that the ownership of tax- exempt obligations such as the Bonds may result in collateral federal tax consequences to, among others, financial institutions, property and casualty insurance companies, life insurance companies, certain foreign corporations doing business in the United States, S corporations with subchapter C earnings and profits, owners of an interest in a financial asset securitization investment trust (FASIT), individual recipients of Social Security or Railroad Retirement benefits, individuals otherwise qualifying for the earned income tax credit and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry, or who have paid or incurred certain expenses allocable to, tax- exempt obligations. Prospective purchasers should consult their own tax advisors as to the applicability of these consequences to their particular circumstances. Tax Accounting Treatment of Discount Bonds The initial public offering price to be paid for certain Bonds may be less than the amount payable on such Bonds at maturity (the "Discount Bonds "). An amount equal to the difference between the initial public offering price of a 80502129.4 - 16 - -185- Discount Bond (assuming that a substantial amount of the Discount Bonds of that maturity are sold to the public at such price) and the amount payable at maturity constitutes original issue discount to the initial purchaser of such Discount Bonds. A portion of such original issue discount, allocable to the holding period of a Discount Bond by the initial purchaser, will be treated as interest for federal income tax purposes, excludable from gross income on the same terms and conditions as those for other interest on the Bonds. Such interest is considered to be accrued actuarially in accordance with the constant interest method over the life of a Discount Bond, taking into account the semiannual compounding of accrued interest, at the yield to maturity on such Discount Bond and generally will be allocated to an initial purchaser in a different amount from the amount of the payment denominated as interest actually received by the initial purchaser during his taxable year. However, such accrued interest may be required to be taken into account in determining the alternative minimum taxable income of a corporation, for purposes of calculating a corporation's alternative minimum tax imposed by section 55 of the Code, and the amount of the branch profits tax applicable to certain foreign corporations doing business in the United States, even though there will not be a corresponding cash payment. In addition, the accrual of such interest may result in certain other collateral federal income tax consequences to, among others, financial institutions, property and casualty insurance companies, life insurance companies, S corporations with subchapter C earnings and profits, owners of an interest in a FASIT, individual recipients of Social Security or Railroad Retirement benefits, individuals otherwise qualifying for the earned income tax credit, and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry, or who have paid or incurred certain expenses allocable to, tax- exempt obligations. In the event of the sale or other taxable disposition of a Discount Bond prior to maturity, the amount realized by such owner in excess of the basis of such Discount Bond in the hands of such owner (adjusted upward by the portion of the original issue discount allocable to the period for which such Discount Bond was held) is includable in gross income. Owners of Discount Bonds should consult with their own tax advisors with respect to the determination for federal income tax purposes of accrued interest upon disposition of Discount Bonds and with respect to the state and local tax consequences of owning Discount Bonds. It is possible that, under applicable provisions governing determination of state and local income taxes, accrued interest on the Discount Bonds may be deemed to be received in the year of accrual even though there will not be a corresponding cash payment. Tax Accounting Treatment of Premium Bonds The initial public offering price to be paid for certain Bonds may be greater than the stated redemption price on such Bonds at maturity (the "Premium Bonds "). An amount equal to the difference between the initial public offering price of a Premium Bond (assuming that a substantial amount of the Premium Bonds of that maturity are sold to the public at such price) and its stated redemption price at maturity constitutes premium to the initial purchaser of such Premium Bonds. The basis for federal income tax purposes of a Premium Bond in the hands of such initial purchaser must be reduced each year by the amortizable bond premium, although no federal income tax deduction is allowed as a result of such reduction in basis for amortizable bond premium with respect to the Premium Bonds. Such reduction in basis will increase the amount of any gain (or decrease the amount of any loss) to be recognized for federal income tax purposes upon a sale or other taxable disposition of a Premium Bond. The amount of premium which is amortizable each year by an initial purchaser is determined by using such purchaser's yield to maturity. Purchasers of the Premium Bonds should consult with their own tax advisors with respect to the determination of amortizable bond premium on Premium Bonds for federal income tax purposes and with respect to the state and local tax consequences of owning and disposing of Premium Bonds. LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS Section 1201.041 of the Public Securities Procedures Act (Chapter 1201, Texas Government Code) provides that the Bonds are negotiable instruments governed by Chapter 8, Texas Business and Commerce Code, and are legal and authorized investments for insurance companies, fiduciaries, and trustees, and for the sinking funds of municipalities or other political subdivisions or public agencies of the State of Texas. With respect to investment in the Bonds by municipalities or other political subdivisions or public agencies of the State of Texas, the Public Funds Investment Act requires that the Bonds be assigned a rating of at least "A" or its equivalent as to investment quality by a 80502129.4 - 17 - -186- national rating agency. See "RATINGS" herein. In addition, various provisions of the Texas Finance Code provide that, subject to a prudent investor standard, the Bonds are legal investments for state banks, savings banks, trust companies with at least $1 million of capital, and savings and loan associations. The Bonds are eligible to sure deposits of any public funds of the State, its agencies, and its political subdivisions, and are legal security for those deposits to the extent of their market value. The City has made no investigation of other laws, rules, regulations or investment criteria which might apply to such institutions or entities or which might limit the suitability of the Bonds for any of the foregoing purposes or limit the authority of such institutions or entities to purchase or invest in the Bonds for such purposes. The City has made no review of laws in other states to determine whether the Bonds are legal investments for various institutions in those states. RATINGS The City has made applications for contract ratings on the Bonds to Moody's Investors Service, Inc. ( "Moody's "), Standard & Poor's Rating Services, a Division of The McGraw -Hill Companies, Inc. ("S&P"), and Fitch Ratings ( "Fitch"). An explanation of the significance of such ratings may be obtained from the company fumishing the rating. The ratings reflect only the respective views of such organizations and the City makes no representation as to the appropriateness of the ratings. There is no assurance that the ratings of the City will continue for any given period of time or that they will not be revised downward or withdrawn entirely if in the judgment of these companies, circumstances so warrant. Any such downward revision or withdrawal of such ratings, or either of them, may have an adverse effect on the market price of the Bonds. CONTINUING DISCLOSURE OF INFORMATION In the Ordinance, the City has made the following agreements for the benefit of the holders and beneficial owners of the Bonds. The City is required to observe the agreement for so long as it remains obligated to advance funds to pay the Bonds. Under the agreement, the City will be obligated to provide certain updated financial information and operating data annually, and timely notice of specified material events, to certain information vendors. This information will be available to securities brokers and others who subscribe to receive the information from the vendors. Annual Reports The City will provide certain updated financial information and operating data to certain information vendors annually. The information to be, updated includes all quantitative financial information and operating data with respect to the City of the general type included in Appendix A to this Official Statement ( "Financial Information ") under the headings "DEBT PAYABLE FROM TAXES ", "GENERAL REVENUES ", "GENERAL EXPENSES ", "AD VALOREM TAXES ", "FIVE YEAR OPERATING STATEMENT FOR SOLID WASTE ", "MUNICIPAL HOTEL OCCUPANCY TAXES ", and 'THE TAX INCREMENT FINANCING ACT ", and in Appendix C. The City will update and provide this information within six months after the end of each fiscal year ending in or after 2009. The City will provide the updated information to each nationally recognized municipal securities information repository ("NRMSIR") and to any state information depository ( "SID ") that is designated by the State of Texas and approved by the staff of the United States Securities and Exchange Commission (the "SEC "). The City may provide updated information in full text or may incorporate by reference certain other publicly available documents, as permitted by SEC Rule 15c2 -12. The updated information will include audited financial statements, if the City commissions an audit and it is completed by the required time. If audited financial statements are not available by the required time, the City will provide unaudited financial statements by the required time, and will provide audited financial statements when and if the audit report becomes available. Any such financial statements will be prepared in accordance with the accounting principles described in Appendix C, the Ordinance or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation. The City's current fiscal year end is July 31. Accordingly, it must provide updated information by January 31 of the following year, unless the City changes its fiscal year. If the City changes its fiscal year, it will notify each NRMSIR and any SID of the change. 80502129.4 - 18 - -187- Material Event Notices The City will also provide timely notices of certain events to certain information vendors. The City will provide notice of any of the following events with respect to the Bonds, if such event is material to a decision to purchase or sell Bonds: (1) principal and interest payment delinquencies; (2) non - payment related defaults; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions or events affecting the tax- exempt status of the Bonds; (7) modifications to rights of holders of the Bonds; (8) Bond calls; (9) defeasances; (10) release, substitution, or sale of property securing repayment of the Bonds; and (11) rating changes. Neither the Bonds nor the Ordinance make any provision for debt service reserves, credit enhancement, or liquidity enhancement. In addition, the City will provide timely notice of any failure by the City to provide information, data, or financial statements in accordance with its agreement described above under "Annual Reports ". The City will provide each notice described in this paragraph to any SID and to either each NRMSIR or the Municipal Securities Rulemaking Board ( "MSRB "). Any such filing may be made by the City solely by transmitting such filing to the Municipal Advisory Council of Texas (the "MAC ") as provided at http: / /www.DisclosureUSA.org, unless the SEC has withdrawn the interpretive advice stated in its letter to the MAC dated September 7, 2004. Availability of Information from NRMSIRs and SID The City has agreed to provide the foregoing information only to NRMSIRs and any SID. Prior to July 1, 2009, the information will be available to holders of Certificates only if the holders comply with the procedures and pay the charges established by such information vendors or obtain the information through securities brokers who do so. Effective July 1, 2009, all such information must be filed with the MSRB, rather than the current NRMSIRs. The MSRB intends to make the information available to the public without charge through an Internet portal. The MAC has been designated by the State of Texas and approved by the SEC staff as a qualified SID. The address of the MAC is 600 West 8th Street, Post Office Box 2177, Austin, Texas 78768 -2177, and its telephone number is 512/476 -6947. The MAC has also received SEC approval to operate, and has begun to operate, a "central post office" for information filings made by municipal issuers, such as the Authority. A municipal issuer may submit its information filings with the central post office, which then transmits such information to the NRMSIRs and the appropriate SID for filing. This central post office can be accessed and utilized at www.DisclosureUSA.org ( "DisclosureUSA "). The City may utilize DisclosureUSA for the filing of information relating to the Bonds. Limitations and Amendments The City has agreed to update information and to provide notices of material events only as described above. The City has not agreed to provide other information that may be relevant or material to a complete presentation of its financial results of operations, condition, or prospects or agreed to update any information that is provided, except as described above. The City makes no representation or warranty concerning such information or concerning its usefulness to a decision to invest in or sell Bonds at any future date. The City disclaims any contractual or tort liability for damages resulting in whole or in part from any breach of its continuing disclosure agreement or from any statement made pursuant to its agreement, although holders or registered owners of Bonds may seek a writ of mandamus to compel the City to comply with its agreement. The City may amend its continuing disclosure agreement to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, if the agreement, as amended, would have permitted an underwriter to purchase or sell Bonds in the offering described herein in compliance with SEC Rule 15c2 -12 and either the holders of a majority in aggregate principal amount of the outstanding Bonds consent or any person unaffiliated with the City (such as nationally recognized bond counsel) determines that the amendment will not materially impair the interests of the holders or beneficial owners of the Bonds. If the City amends its agreement, it must include with the next financial information and operating data provided in accordance with its agreement described above under "Annual Reports" an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of information and data provided. The City may also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable provision of SEC Rule 15c2 -12 or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not 80502129.4 - 19 - -188- prevent an underwriter from lawfully purchasing or selling Bonds, respectively, in the primary offering of the Bonds. Compliance with Prior Undertakings During the past five years, the City has complied in all material respects with continuing disclosure agreements made by it in accordance with SEC Rule 15c2 -12 . REGISTRATION AND QUALIFICATION OF CERTIFICATES FOR SALE The sale of the Bonds has not been registered under the Federal Securities Act of 1933, as amended, in reliance upon the exemption provided thereunder by Section 3(a)(2); and the Bonds have not been qualified under the Securities Act of Texas in reliance upon various exemptions contained therein; nor have the Bonds been qualified under the securities acts of any jurisdiction. The City assumes no responsibility for qualification of the Bonds under the securities laws of any jurisdiction in which the Bonds may be sold, assigned, pledged, hypothecated or otherwise transferred. This disclaimer of responsibility for qualification for sale or other disposition of the Bonds shall not be construed as an interpretation of any kind with regard to the availability of any exemption from securities registration provisions. UNDERWRITING Wells Fargo Brokerage Services LLP, as the authorized representative of a group of underwriters, has agreed, subject to certain conditions, to purchase the Bonds from the City at the prices indicated on the inside front cover hereof, less an underwriting discount of $ , plus accrued interest on the Bonds from their dated date to their date of initial delivery to the Underwriters. The Underwriters' obligation is subject to certain conditions precedent. The Underwriters will be obligated to purchase all of the Bonds if any Bonds are purchased. The Bonds may be offered and sold to certain dealers and others at prices lower than such public offering price, and such public prices may be changed from time to time, by the Underwriters. Effective as of September 30, 2008, MSRB rules require underwriter participation with the Depository Trust and Clearing Corporation's ( "DTCC ") New Issue Information Dissemination System (`NIIDS "). The rule change consists of an amendment of Rule G -8, Books and Records, Rule G -9, Preservation of Records, and Rule G -34, CUSIP Numbers and New Issue Requirements. The rule change is designed to improve new issue trade reporting by accelerating the timing for CUSIP number assignment, and, with the exception of new issues of short-term instruments with less than nine months in effective maturity, requiring underwriters to: (1) submit certain information about a new issue of municipal securities to NIIDS within set timeframes and (2) set and disseminate a "Time of First Execution" that allows time for market participants to access necessary information in preparation for trade reporting prior to beginning trade executions in the issue. The Underwriters have provided the following sentence for inclusion in this Official Statement. The Underwriters have reviewed the information in this Official Statement in accordance with their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. FINANCIAL ADVISOR M.E. Allison & Co., Inc. (the "Financial Advisor ") is employed by the City in connection with the issuance of the Bonds and in such capacity, has assisted the City in compiling documents related thereto. Although the Financial Advisor assisted in drafting this Official Statement, the Financial Advisor has not independently verified all of the data Contained in it or conducted a detailed investigation of the affairs of the City to determine the accuracy or completeness of' this Official Statement. No person should presume that the limited participation of the Financial Advisor means that the Financial Advisor assumes any responsibility for the accuracy or completeness of any of the information contained in the Official Statement. The fee of the Financial Advisor for services rendered is contingent upon the issuance and sale of the Bonds. The Financial Advisor has reviewed the information in this Official Statement in accordance with its responsibilities to the City and, as applicable, to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Financial Advisor does not guarantee the accuracy or completeness of such information. 80502129.4 - 20 - -189- INDEPENDENT ACCOUNTANTS This Official Statement includes the combined financial statements of the City for the fiscal year ended July 31, 2008. These combined financial statements have been examined by Collier, Johnson & Woods, P.C., Independent Certified Public Accountants, as stated in their report set forth in Exhibit C to this Official Statement. The City has not requested Collier, Johnson & Woods to reissue its audited financial statements and Collier, Johnson & Woods has not performed any procedures in connection with this Official Statement. MISCELLANEOUS All information contained in this Official Statement is subject, in all respects, to the complete body of information contained in the original sources thereof and no guaranty, warranty or other representation is made concerning the accuracy or completeness of the information herein. In particular, no opinion or representation is rendered as to whether any projection will approximate actual results, and all opinions, estimates and assumptions, whether or not expressly identified as such, should not be considered statements of fact. No person has been authorized to give any information or to make any representations other than those contained in this Official Statement, and if given or made, such other information or representations must not be relied upon as having been authorized by the City. This Official Statement does not constitute an offer to sell or solicitation of an offer to buy in any state in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer of solicitation. FORWARD LOOKING STATEMENTS The statements contained in this Official Statement, and in any other information provided by the City, that are not purely historical, are forward - looking statements, including statements regarding the City's expectations, hopes, intentions, or strategies regarding the future. Readers should not place undue reliance on forward- looking statements. All forward- looking statements included in this Official Statement are based on information available to the City on the date hereof, and the City assumes no obligation to update any such forward- looking statements. It is important to note that the City's actual results could differ materially from those in such forward- looking statements. The forward- looking statements herein are necessarily based on various assumptions and estimates and are inherently subject to various risks and uncertainties, including risks and uncertainties relating to the possible invalidity of the underlying assumptions and estimates and possible changes or developments in social, economic, business, industry, market, legal and regulatory circumstances and conditions and actions taken or omitted to be taken by third parties, including customers, suppliers, business partners and competitors, and legislative, judicial and other governmental authorities and officials. Assumptions related to the foregoing involve judgments with respect to, among other things, future economic, competitive, and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the City. Any of such assumptions could be inaccurate and, therefore, there can be no assurance that the forward- looking statements included in this Official Statement would prove to be accurate. AUTHORIZATION OF THE OFFICIAL STATEMENT The Official Statement will be approved as to form and content and the use thereof in the offering of the Bonds will be authorized, ratified and approved by the City Council on the date of sale, and the Underwriters will be furnished, upon request, at the time of payment for and the delivery of the Bonds, a certified copy of such approval, duly executed by the proper officials of the City. The Ordinance will also approve the form and content of this Official Statement, and any addenda, supplement or amendment thereto issued on behalf of the City, and authorize its further use in the reoffering of the Bonds by the Underwriters. 80502129.4 - 21 - -190- This Official Statement has been approved by the City Council of the City for distribution in accordance with the provisions of the United States Securities and Exchange Commission's rule codified at 17 C.F.R. Section 240.15c2 -12. ATTEST: By: City Secretary 80502129.4 - 22 - -191- Mayor APPENDIX A FINANCIAL INFORMATION DEBT PAYABLE FROM TAXES Bonded Debt The table below shows the amount of direct tax supported debt of the City as of August 1, 2008 and adjusted to include the Bonds. 2008 Assessed Valuation (100% of Market Value) $ 16,220,116,351 Less: Exemptions 2.406.781.337 Net Taxable Assessed Valuationttl S13.R13355.014 General Improvement Bonds Outstanding $ 152,030,000 Combination Tax and Revenue Bonds of Obligations Outstandingt21 90,410,000 Tax Notes 22,260,000 State Infrastructure Bank Notes 3,250,000 The Bonds* 95.000.000 Total Indebtedness Payable from Taxes` $ 362,950,000 Less: Self - Supporting Debt /al $ 106,884,957 Applicable Interest & Sinking Funds(4) 10.063.710 116.948.667 Net Indebtedness Payable from Taxes' S 246.001 333 Ratio Total Debt to 2008 Net Taxable Assessed Valuation 2.63% Ratio Net Debt to 2008 Net Taxable Assessed Valuation 1.78% 2008 Estimated City Population 295,594 Total Debt Per Capita $1,228 Net Debt Per Capita $ 832 " Preliminary, subject to change. (n Pursuant to authority permitted by Section 1 -b, Article VIII of the State Constitution, the City has granted an exemption of $50,000 of market • valuation to the residence homestead of property owners over 65 years of age and an exemption of $50,000 of market valuation for disabled property owners. Also, the legislature, pursuant to a constitutional amendment and Section 11.22 of the Property Tax Code, mandated an ,;.additional property tax exemption for disabled veterans or the surviving spouse or children of a deceased veteran who died while on active duty in the armed forces. The exemption from taxation applies to either real or personal property with the amount of assessed valuation exempted ranging from $1,500 to $3,000, depending on the amount of disability or whether the exemption is applicable to surviving spouse or children. Starting in tax year 1996, the exemption increased in range from $5,000 to $12,000 of assessed value. Additionally, State law provides that an eligible owner of agricultural land or timberland may apply to have such property appraised on the basis of productivity value or on the basis of market value, whichever is less. A 1981 constitutional amendment provides local governments the option of granting homestead exemptions of up to 30% of market value for the 1985 through 1987 tax years, and up to 20% of market value thereafter. Minimum exemption is $5,000. Since tax year 1982, the City has granted a homestead exemption of 10% of market value or $5,000, whichever is greater. The constitutional amendment further provides that taxes may continue to be levied against the value of the homestead exemption where ad valorem taxes have been previously pledged for the payment of debt, if cessation of the levy would impair the obligation of the contract by which the debt was created. The appraisal of property within the City is the responsibility of the Nueces County Appraisal District (the "Appraisal District"). The Appraisal District is required under the Property Tax Code to assess all property wiithin the Appraisal District on the basis of 100% of its value and is prohibited from applying any assessment ratios. The value placed upon property within the Appraisal District is subject to review by the Appraisal Review board, consisting of seven members appointed by the Board of Directors of the Appraisal District. However, the Nueces County Appraisal District reappraises the value of property every year; The City is entitled to challenge the determination of appraised value of property by category within the City by petition filed with the Appraisal Review Board. RI Discount Bonds are shown at original issue amount. (31 To 'continue to maintain this debt as self - supporting, transfers have been made from the Tourist and Convention revenues and Airport Parking and Texas State Aquarium revenues, Lexington Museum, Airport Lease revenues and parking, Reinvestment Zone #2, Municipal Hotel Occupancy Taxes, Marina, Golf Centers, Storm Water, and Solid Waste in amounts sufficient to pay both principal and interest on the . , self- supporting debt. See "THE CERTIFICATES - Security for the Bonds" in the body of the Official Statement. (1) The Total Interest and Sinking Fund balance as of August 1, 2008 is $16,702,102. After deducting 39.63% or $6,619,032 which applies to self- supporting debt, the balance of the Interest & Sinking Fund applicable to tax supported debt of 10,063,710. 80502129.4 A -1 -1 9 2- Estimated Overlapping Debt Expenditures of the various taxing bodies, such as school and special districts, within the territory of the City of Corpus Christi are paid out of ad valorem taxes levied by these taxing bodies on properties within the City. These political taxing bodies are independent of the City and may incur borrowings to finance their expenditures. Except for the amount relating to the City, the City has not independently verified the accuracy or completeness of' such information as being accurate or complete. Furthermore, certain entities listed may have issued additional bonds since the date stated in the table, and such entities may have programs requiring the issuance of a substantial amount of additional bonds, the amounts of which cannot be determined. The following table reflects the estimated share of overlapping net debt of these various taxing bodies. Taxing Body Calallen I.S.D. Corpus Christi I.S.D. Corpus Christi Junior College District Flour Bluff I.S.D. London I.S.D. Nueces County (excluding special districts) Nueces County Hospital District Nueces County (Port of Corpus Christi) F -M Roads and Flood Control Nueces County Road District No. 4 Nueces County WC &ID No. 4 Port Aransas I.S.D. Robstown I.S.D. Tuloso- Midway I.S.D. West Oso I.S.D. Total Net Overlapping Debt Net Debt(S)t0) 47,527,439 59,630,000 103,305,000 6,430,000 10,684,616 129,700,000 11,395,000 9,228,002 26,252,707 49,164,995 21,809,994 Percent Overlapping As Of Overlanninp( %)tat Gross Debt($l 8 -1 -08 39.77 18,901,663 8 -1 -08 94.22 56,183,386 8 -1 -08 92.14 95,185,227 8-1-08 85.45 5,494,435 8 -1 -08 3.85 411,358 8-1-08 37.05 48,053,850 8-1-08 37.05 4,221,848 8-1-08 37.05 -- 8.1-08 37.05 -- 8-1-08 0.00 -- 8-1-08 0.47 -- 8-1-08 70.08 6,466,984 8 -1 -08 0.13 34,129 8 -1 -08 50.16 24,661,161 8-1-08 32.16 7,014,094 266,628,135 (1) Discount bonds are shown at original issue amount excluding subsequent compounding. (a) Overlapping percentage represents the percentage of the estimated land area of the particular entity covered by the City. Source: Municipal Advisory Council of Texas, Texas Municipal Reports and the City. [The remainder of this page intentionally left blank] 80502129.4 A -2 -193- Debt Ratios The following table shows a comparison of the ratios of net tax supported debt, estimated net overlapping debt and combined net debt to assessed value of taxable property and estimated population in the City for the past five fiscal years. For the purpose of this table, net direct debt consists of the City's tax supported debt less the amounts considered for self - supporting debt and applicable interest and sinking funds. Fiscal Year Ended 7 -31 2009($1°[ 2008(51 200751 200651 2005($1 Net Taxable Assessed Valuation 13,813,355,014 13,107,205,639 11,421,305,918 10,478,530,288 9,639,561,772 Estimated Population 295,594 295,594 295,594 293,122 293,122 Net Direct Debt - Tax Supported 246,001,333 148,043,286 154,533,327 121,723,287 127,808,249 Ratio to Assessed Value 1.78% 1.13% 1.35% 1.16% 1.33% Per Capita 832 501 523 415 436 Net Overlapping Debt 266,628,135 214,864,031 301,068,635 263,160,961 213,945,142 Ratio to Assessed Value 1.93% 1.87% 2.64% 2.51% 2.22% Per Capita 902 828 1,019 880 730 Net Direct and Net Overlapping Debt 512,629,468 392,907,317 455,601,962 384,884,248 341,753,391 Ratio to Assessed Value 3.71% 3.00% 3.99% 3.67% 3.55% Per Capita 1,734 1,329 1,541 1,313 1,166 (') As of August 1, 2008 and adjusted to include the Bonds; preliminary, subject to change. [The remainder of this page intentionally left blank] 80502129.4 A -3 -194- Debt Service Requirements - Tax Supported Obligations N 0 w 2 a F Q Principal($) Interest($) Tolal(S) N O F NN N 0 m N — 4 00 X10 M - a 00 0 V 0 NN fen N N N w VI 0 en e 00 0 v b'0 oo m C Y 0 m — - O T m c {• 0 0 8 O 0 - '0 ON a A 00 en � el O N to N N N N N o N 0 W — N 0 v01 N an re N N T en" T CO CO VI o N h 0 h el N .. oo od n N e r0 8 8 8 8 8 o 0 0 0 O O a00 8 N N 00 1O N V O en al" ci en tl N 0 N 00 N N N 0 N ON an t' O N O P O' V m — n M M N N a 01 oe a Tr CT m c V N O T V 01 O1 a V T h 0 V n N 8 8 8 8 8 In '1 N O N en N o o fl m a a o °sss0s N N N N N 8 N - n 00 O P O O V CT o - 0 e •-• O .4 CV, T N .' CO '0 N O 00 N N N 0 v 0 v g r g o � o NN — — oo o g S g o o o N N O O V1 0' O T 00 CO 0 41 0 — O 41 b N 00 N N N N N 0 N 0 0 N -195- 0 - 00 00 - N N 00 b v oo m 00 N ry N N N N N O 00 00 ^ 0 - 00 00 a N 0 b .n o■ m m o> - m 00 t o o 8 o 8 8 o q q q a 00 8 8 O C N N O 8 0 0 0 N N N N N 1- 0 0 N r N - - - 0 N N N tg4q 00 ON V N Vl 1'1 N O 8 8 8 8 8 q o O O O O h O_' N V N eO 1O h CI N el — V N '0 1` 00 01 m m m m N N N N N CO 0000 CO 00 CO 00 N O 0 Interest and Sinking Fund Management A ten year record of the City's policy of maintaining substantial reserves for the next year's debt service requirement on the City's Tax Supported Debt is set out below: Year Ended 7 -31 -1998 7 -31 -1999 7 -31 -2000 7 -31 -2001 7 -31 -2002 7 -31 -2003 7 -31 -2004 7 -31 -2005 7 -31 -2006 7 -31 -2007 7 -31 -2008 Principal and Interest Requirements($) 19,479,132 20,205,909 20,408,071 20,439,775 23,613,985 24,221,824 26,360,208 27,769,909 27,987,764 30,622,578 29,126,509 (5) Tax Collections & Other Revenue($) (1) 19,429,559 20,592,558 19,276,889 20,771,761 22,817,235 24,846,218 25,704,993 26,846,675 27,915,111 31,988,938 34,206,340 I &SF Balance End of Year($) (5) 12,481,417 12,878,565 11,747,384 12,079,370 11,282,621 11,907,015 11,251,800 10,328,564 10,255,911 11,622,271 16,702,102 Percent of Next Year's Requirements( %) 61.8 63.1 57.5 51.2 48.1 46.2 42.2 36.0 33.5 39.9 40.4 Other revenue includes transfers from Enterprise funds for self - supporting debt, interest on reserve and construction funds and other sources. On December I, 2001, a partial refunding of the City's General Improvement Bonds was effected to take advantage of lower interest rates. Principal and interest in the amount of 511,340,000 includes $197,291 in bond issuance expenses paid on this refunding issue. On April 1, 2003, a partial refunding of the City's General Improvement Bonds was effected to take advantage of lower interest rates. Principal and interest in the amount of $22,575,000 includes 5338,430 in bond issuance expenses paid on this refunding issue. On September 1, 2004, a partial refunding of the City's General Improvement Bonds was effected to take advantage of lower interest rates. Principal and interest in the amount of 527,769,909 includes 5365,529 in bond issuance expenses paid on this refunding issue. On June 1, 2005, a partial refunding of the City's General Improvement Bonds was effected to take advantage of lower interest rates. Principal and interest in the amount of 527,769,909 includes $1,129,938 in bond issuance expenses paid on this refunding issue. Since 1988 the principal and interest requirements and Interest and Sinldng Fund balance have included the Tax Increment Financing Zone debt, which is funded by taxes from the City, Nueces County, Corpus Christi Independent School District, and the Corpus Christ Junior College District. In 2004, the bonds associated with the Tax Increment Financing Zone #1 matured. The following table removes the Tax Increment Financing Zone debt and reflects only the City's debt from 1998 to 2007. Year Ended Principal and Interest Requirements(S) 7 -31 -1998 18,282,950 7 -31 -1999 19,009,051 7 -31 -2000 19,204,629 7 -31 -2001 19,248,172 7 -31 -2002 22,417,562 7 -31 -2003 23,019,971 7 -31 -2004 25,162,216 7 -31 -2005 27,769,909 7 -31 -2006 27,987,764 7 -31 -2007 30,622,578 7 -31 -2008 29,126,509 80502129.4 Tax Collections & Other Revenue($)()) 18,235,174 19,395,405 18,079,695 19,517,141 21,620,376 23,644,365 24,510,221 26,846,675 27,915,111 31,988,938 34,206,340 A -5 -196- I &SF Balance End of Percent of Next Year's Year($) Requirements( %)(4) 12,481,294 65.7 12,867,642 67.0 11,747,619 60.8 12,076,587 54.4 11,279,401 50.7 11,903,795 48.5 11,251,800 42.2 10,328,564 36.0 10,255,911 33.5 11,622,271 39.9 16,702,102 40.4 Detailed Interest and Sinking Fund Management Index Budget Actual Actual Actual Actual 2008 - 2009(51 2007-2008(51 2006 - 2007(51 2005-2006(51 2004-2005(51 Balance on Hand Previous Year 16,702,102 11,622,271 10,255,911 10,328,564 11,251,800 Revenues: Ad Valorem Taxes 25,903,038 24,884,901 22,036,645 20,455,666 16,655,492 Payment from Texas State Aquarium 518,318 508,685 518,117 500,427 512,182 Payment from Lexington Museum Associates 285,022 248,869 347,173 352,849 283,800 Payment from Corpus Christi -- -- -- 272,234 252,841 Cony. & Visitors Art Museum Bureau to TESS 7,425 Fund Contributions: Transfer from Airport Fund 198,181 423,206 510,582 533,518 716,862 Transfer from Golf Centers 11,030 64,763 -- - - -- 12,723 Fund Transfer from Hotel Occupancy Tax Fund 2,489,296 1,886,648 2,492,279 2,557,083 2,680,966 Transfer from Visitors Facility Fund -- 15,026 15,169 15,294 15,222 Transfer from General Fund 4,165,235 4,185,390 3,830,940 1,270,270 2,305,369 Transfer from Maintenance Services Fund 147,051 148,448 149,673 148,966 Transfer from Municipal Information Services Fund 196,869 200,194 200,378 199,432 Transfer from Marina Revenue Fund 19,023 76,910 123,779 90,018 39,590 Transfer from Utility System - Fund 176,951 998,214 1,193,334 1,169,187 1,268,760 Transfer from Stores Fund - - 14,523 14,661 14,782 14,712 Transfer from Employee Benefits Fund -- 15,522 15,669 15,799 15,724 Interest on Investments: 230,936 539,763 541,948 310,508 . • Total Revenues 33,997,030 34,206,340 31,988,938 27,915,111 26,557,604 Expenditures: Principal retired 30,245,000 18,007,816 20,065,000 18,340,000 18,960,000 Interest 11,140,513 11,107,836 10,545,155 9,656,942 7,013,139 Paying agent fees 12,000 10,857 12,423 10,774 12,234 Refund of Bond Issuance Cost. (19,952) 1,495,467 Total expenditures 41,397,513 29,126,509 30,622,578 27,987,764 27,480,840 Closing Balance 9,301,619 16,702,102 11,622,271 10,255,911 10,328,564 [The remainder of this page intentionally left blank] 80502129.4 A -6 -197- GENERAL REVENUES Major Sources of Revenue 8 O 0 q CO N . O O vr 8 N 0 g ea 0 tll g N 0000 0 • W 0 h N '01 q Y 1eU N a ag E 0 C U 4 0 0p�•+0 C 'S > O Y O kF, N � O 0 N. 0 0 0 e) 0 0 on 0. 0 U 0 O. N O N T N. O 0 N — N N 1e41 NN C. N N V N nO ^ 1 b � lJ T N N N O O� Q (`� N 0,000' I n O N. 0 — — m^ V N M O V • N mm N N M N l` m- . et u1 N 0, b 0 O VI 03 - ri m q N 0. Q '0 0 q v'Oi b n ti tt O 0., ,D ci, rmn. n b L\ - - m - b 'M1 < V met NI N. v m v{ 00 rb1 0 0N} e m W 00 O N O N b P IN1 - N r 'N/1 8 N 1� V O el; - N el T CO Cr. .b. en i ^ •O N N vi N V V. b N m N a N pa p < N q NO '0 - N'0 NO Qr- c N N 0 ' o ea 0 0 O. N N N 0 N N O O 8 00 Net m O O 00 m b M V N N 0 - . m H 8 p. .O 00 O 00 `O N N O. .N. M tr.; I� 0. V N M N X000 0 .... P 01 rrt N_ N N (Mfl • el. N V N N M m ry 00 a m CO -0000 CO OD Nn an 'V m — N 44Nso0,CO0.aeo03 N 4 L yN 't Nt1 00 $ e " r4 s'4 M. q e N .N. .q. a N- M N N a ON 00 y In < m 01 00- 00. TV N M N N N. en. 00 '4, N r. ON q V 0 00- m N .G b, o e n N. b o gi e m r1 a .r.' - - v vi = .o N r1 N O O m e 0 0 O peO y m + a CO ON girt N h S n 0 v1 r01 . - ... .. 'O M N N w 00 01 00 b 0 0 e e- 00 ON N m o O o ry rf v m N1 O 00 '0 o 4$ a 00' o •°0, Oi 0� N N .. N to W E € C g E O O N F F F ai B A —198— A 00 e 00 4 m e m h CIN NO [The remainder of this page intentionally left blank] General Fund Balances Revenues: Taxes & business fees Licenses and permits Intergovernmental Charges for services Fines and forfeitures Interest on investments Miscellaneous Total Revenues Expenditures: General government Public safety Streets Solid Waste Health Community enrichment Miscellaneous Debt service: Principal Retired Interest Total Expenditures Excess (deficiency) of revenues over expenditures Other financing sources (uses): Capital leases Notes payable Operating Transfers in , Operating Transfers out Total other financing sources (uses) Excess (deficiency) of revenues and other sources over expenditures and other uses ** Reclassif of balance previously accounted in Prop fd Residual equity transfer in (out) Fund balance at beginning of year Fund balance at end of year ** Operating deficits were planned draws. Fiscal Year Ending July 31 2008($) 2007($) 2006($) 2005($) 2004(51 115,198,120 3,576,249 403,127 48,952,962 6,825,170 1,532,486 1.199,353 $177.687,467 111,500,632 3,399,993 497,520 44,505,375 6,907,942 1,500,447 1,064,729 169,376,638 107,938,813 104,338,441 99,022,494 3,493,616 3,321,875 2,396,870 2,462,754 320,715 573,810 40,709,838 33,612,804 31,324,167 6,118,520 5,658,571 5,189,598 1,004,660 556,088 248,091 837,913 1,566,094 882,187 162,566,114 149,374,588 139,637,217 16,131,881 14,298,422 14,457,192 14,428,290 12,990,324 102,772,631 98,665,201 95,426,920 81,095,158 76,432,539 14,224,719 13,183,111 12,917,944 10,496,626 11,020,465 18,249,243 15,168,861 13,556,875 13,767,222 14,774,569 4,428,969 4,154,426 4,237,565 3,918,970 3,839,648 20,773,243 (I) 17,885,895()) 17,727,971° 17,162,371 15,811,535 529,809 977,279 3,018,049 237.267 $179 836.002 3,073,876 2,701,135 3,326,548 2,442,688 198,600 199,392 221,280 252,417 166,628,392 161,244,994 144,946,274 138,541,464 (2,148,535) 2,748,246 1,341,120 4,428,314 1,095,753 2,623,408 3,447,512 2,917,492 2,032,704 3,083,773 4,981,976 4,623,722 5,087,192 5,726,103 5,573,152 (5,673.653) (5,405,534) (3,239,242) (7,467,950) (6,966,180) 1,931,731 2,665,880 4,765,442 290,857 1,690,745 (216,804) 5,414,126 6,106,562 4,719,171 2,786,498 32. 426.604 32,209,800(2) 464,802 ,,. 27,012,478 20,441,114 15,721,943 12,935,445 32,426,604 - 27,012,478 . 20,441,114 15,721,943 (n Beginning 2005, Miscellaneous expenditures were reclassified to General Government. (2) On July 10, 2007, the City Council appropriated $2,902,327 of General Fund fund balance from FY 06-07 estimated excess revenues over expenditures. A majority of these funds were encumbered in FY 06-07 and then expended in 07 -08; thus intentionally drawing down the fund balance in F,Y 07 -08. An additional $500,588 was appropriated by the City Council from FY 07 -08 excess revenues over expenditures for repairs to the City's Water Garden and $306,017 was appropriated by the City Council FY 07 -08 excess revenues over expenditures for "one- time" expenditures for the buy -down of lease purchases. (The remainder of this page intentionally left blank. ] 80502129.4 A -8 -199- Industrial Districts During 1980, the City designated two areas of land within its extraterritorial jurisdiction as industrial district areas for the purpose of establishing industrial district contracts. An annual in lieu of tax payment is collected from industries located thereon in return for continuation of their extraterritorial status. Both areas combined comprise approximately 14,020 acres. The improvements located thereon are primarily commercial or industrial in nature. The area designated as Industrial District Number One is located on the City's northeast side contiguous to Nueces Bay and the harbor area. Industrial District Number Two is located on the City's northwest side and is bound primarily by the east City limit line, F.M. Road 1694 and State Highway 44. The City's authority to designate industrial districts is provided under Section 42.044, Local Government Code of the Revised Civil Statutes of Texas and extends to the entire extraterritorial jurisdiction of the City. Subsequent to designation of the above mentioned area, all owners or lessees of property used for industrial purposes in either area were provided an opportunity to execute one or two industrial district agreements approved by the City. The agreement would provide an industry immunity from annexation for the term of the contract (presently ten years), and allow an extension of the agreement beyond that period by mutual agreement. The agreement also provides for an annual in Lieu of tax payment based on the market value of property within each company's designated industrial district. The payment is computed by applying the tax rate to 100 percent of the market value of the industrial district's land and to 60 percent of the market value of improvements located on such land. New improvements completed since January 1974, are considered at a reduced percentage of market value (i.e., on a sliding scale up to 60 percent). An additional 15 percent of market value of an industry's improvement property is considered in calculating the payment if an industry is not a member of the Refinery Terminal Fire Company and depends on the City Fire Department for fire protection. All in lieu of tax payments are recorded as revenue to the City's General Fund. The agreement first became effective January 1, 1981, and the City Council has authorized three extensions of all contracts, the last being effective January 1, 2004. Sixty companies are now operating under industrial district agreements. The total assessed value of land and improvements comprising all the existing industrial districts approximated $2,051,073,400 as of January 1, 2007. The City received industrial district payments as follows: Fiscal Year Amount($) 1997 -98 5,223,486 1998 -99 5,174,725 1999 -00 5,120,527 2000 -01 5,249,555 2001 -02 5,631,939 2002 -03 5,797,095 2003 -04 5,917,118 2004 -05 5,754,083 2005 -06 5,865,286 2006 -07 5,892,233 (1) 2007 -08 5,676,868(1) (') The City Council adopted a financial policy to adopt the effective tax rate which lowered the actual property tax rate. Since the assessed values for the industrial district properties die not materially increase, the amount of cash decreased. [The remainder of this page intentionally left blank] 80502129.4 A -9 -200- Sales and Use Tax The City imposes a 1% sales and use tax which is now one of the major sources of income for the General Fund. Revenues from Sales Tax for the past ten fiscal years have been as follows: % of ad Equivalent of Sales Tax Per Total Valorem Ad Valorem Capita Last Fiscal Year Collected($) Tax Levy Tax Rate Census 1997 -1998 28,732,516 66.10 0.41 111.60 1998 -1999 29,641,048 65.80 0.41 115.13 1999 -2000 30,590,459 65.72 0.41 110.25 2000 -2001 32,051,919 67.16 0.42 115.52 2001 -2002 32,674,742 63.17 0.41 117.77 2002 -2003 32,351,154 59.60 0.38 116.60 2003 -2004 34,120,633 59.20 0.38 122.98 2004 -2005 36,367,571 63.09 0.41 128.95 2005 -2006 39,442,670 60.46 0.38 131.65 2006 -2007 42,082,398 61.68 0.37 142.37 2007 -2008 44,253,526 60.80 0.34 148.78 [The remainder of this page intentionally left blank] 80502129.4 A -10 -201- GENERAL EXPENSES° Comparison of General Expenditures by Functions 0.61ER0]N M rorir;N 00 �O -°m0 0000 aO 'V'T C Nr0l0 N y O O O N ssgssM M NS =— OWOMOO v ni O; vi n d M�rvmMv noo -o NNNSNIOn mm -N- 8 h N N r m N ANN qV W VN P. 1P1rr11 POmM MEEE M “o:Nd= Rg53g= vee$mw t tech, N P C pm P QPq i �m$N -0 W N h 8 N 00 N r- oe 00 00 Y mN r eW MO Mm rani - mN N P JNy[PPP F o� No° O Vm $nq N N P V N TT '0000 Mrodo m M r b r N m 00 m$ N N s$ N — F co O SI I 8 n s " 3 gtog�'gy —202— [The remainder of this page intentionally left blank] 80502129.4 AD VALOREM TAXES Subject to certain exemptions, the property tax is imposed on real and personal property situated in the City. In addition to exemptions discussed below, principal categories of exempt property include property owned by the State of Texas or its political subdivisions if the property issued for public purposes; property exempt from ad valorem taxation by federal law; certain household goods, family supplies, and personal effects; farm products owned by producers; certain property associated with charitable organizations, use and development associations, religious organizations, and qualified schools; designated historic sites; solar and wind powered energy devices; and most individually owned automobiles. In addition, owners of agricultural and open space land, under certain circumstances, may request valuation of such land on the basis of productive capacity rather than market value. Exemptions - Over 65 and Disabled Pursuant to provisions of the Texas Constitution, the City may exempt an amount from the assessed valuation on the homesteads of persons 65 years of age or older and certain disabled persons to the extent approved by the City Council (and must grant an exemption to the extent voted by the majority of the City's voters at an election called upon a petition of 20% of the number of voters voting in the City's most recent election). Disabled Veterans Exemptions Beginning with the tax year 1976, under provision of the Texas Constitution, the City must grant an exemption ranging from $1,500 to $3,000 of assessed value of residential homesteads or personal property of disabled veterans who file for the exemption based on a formula of the percent of disability claimed. Starting in tax year 1996, the exemption increased in range from $5,000 to $12,000 of assessed value. Exemption - Local Option Under provisions of a Constitutional Amendment, the City has the option of granting a homestead exemption of up to 20% of market value. Minimum exemption is $5,000. For the years beginning with 1982, the City has granted 10% of market value or $5,000 exemptions, whichever is greater. In a statewide election held on September 13, 2003, Texas voters approved an amendment to Section 1 -b, Article VIII of the Texas Constitution, that would authorize a county, city, town or junior college district to establish an ad valorem tax freeze on residence homesteads of' the disabled and of the elderly and their spouses. On November 2, 2004, citizens approved the establishment of the tax limitations described above. See "THE CERTIFICATES - Security for the Bonds" and "EFFECT ON THE TAX RATE LIMITATION" in the body of the Official Statement. • Once the tax limitation is established, the total amount of ad valorem taxes imposed by the City on a homestead that receives the exemption may not be increased while it remains the residence homestead of that person or that person's spouse who is disabled or sixty-five years of age or older, except to the extent the value of the homestead is increased by improvements other than repairs. If a disabled or elderly person dies in a year in which the person received a residence homestead exemption, the total amount of ad valorem taxes imposed on the homestead by the taxing unit may not be increased while it remains the residence homestead of that person's surviving spouse if the spouse was fifty -five years of age or older at the time of the person's death. In addition, the Texas Legislature by general law may provide for the transfer of all or a proportionate amount of the tax limitation applicable to a person's homestead to be transferred to the new homestead of such person if the person moves to a different residence within the taxing unit. Once established, the governing body of the taxing unit may not repeal or rescind the tax limitation. [The remainder of this page intentionally left blank] 80502129.4 A -12 -203- gI0A 00 O O.O a O u+ y• ' e 0 0 o 0_ o o e e O 4 j o a� O W N O O M vt 1-- b 00 vt O> p 0• 0. 4 UC M Nf vi vi 1G OC ri 00 ^ > A % ° Ly ... y8 o c 'e3 y p00 ONO .P.. N o00 oo y�O W M r- .-r a8&• tl 0 V OO N d' V– 00. – N M N •5 'Q 00 .i .: f•j• �VO� O l� N Ni - .pN 2 49 °f 00 N 1n S N m. M r O– y p v N N M ' r g—i ro M < vN1 N p � O. C ' 00 0: T Oi 0 - N M vl 10 'a L ag E� �L p$ 4 c t • 4.0.5 iC a yy T'p a$ .5 03 5 x # z z V M vt r 00 N 00 00 P< O O vt N P n 00 M N C O N M t^ N O 10 O 00 1141 N vl �p P N N O 0 vi O– O M vl O t' 10 00 0\ 00 M N cn N N P tD r P 00 0- Ip vt N N < M tr N O d' mO O 00 P b y 00 Nr (-7 W W W A O •+ M M M V1 R– M 0 M t NC-NNW p N P O . 10 00 41 It 0 b M N 00 NO VI P M 0 CO CO 00 0 0 .• b P N l 00 P< M vt 10 b Ot .d�4 N O M 1-r •-■ O ["- N gigs_ as Fm o z�> 0 V P N M r P 0 0 1` 00 vei 00 0 0'0 N b'0 010 N 00 1CQ� b N 00 O OO N V Cr et 0 0 CO CO P 0 ..n ^ V' ee P R Vt P N R N '0 00 O .0.1'000 P^ N N N 00 N O 00 M M 'O N Nem i-ze m;mre vi M N M l� 10 M M M 00 h V P N< N P O N 00 00 N r V1 (N('1�1 Y1 N '0 N 00 000 O . O' Y01 N - O r r- OO 00 00 OC O – N R mc b b N N v/i b N o0 b 00 O 10 N 'O O M yVy 0 0 V 0 M <'0 < P N 00 N vt O .O l 1<< P- OC N - vt vt vi R O .'+ er N N N b P M P b vi r O N P 00 N " N tO M v�o r "ao P o – 0000000000 x x0'0000000 Op0 H o O O O O O O O O i N N N N N N N N N —204— mwooeO 5y e y h aN • o8f C t 6s .p • O O 2 TP py� ti a .. 6 y «- R1 • U w vi 1 E F g �t p E44213 t 0 %> O 0 C 13'� W • N p 1" Ol C 4 C i u paa� > 4 OS p 0 . O O J F i9.$i$ Xi .0.. 9 W .w ccec 0 i 9 .s O y O TtP g al '$ E o K ▪ alp • ' c , c.-�p2 o el 0§8.412 U q a O EEN 0 O O y Win HIPSS 3 s 5 Qk BS8u Q O O p .'7 'rJ' C. 8 N 0 O { Exemptions - Over 65 and Disabled Over 65 Exemptions Tax Assessed Value Number of Assessed Value Average Year Exemption($)m Exemptions ofExemption(S)s Value($) 1999 50,000 16,004 636,786,100 39,789 2000 50,000 16,255 668,199,827 41,107 2001 50,000 16,458 684,880,475 41,614 2002 50,000 16,602 713,508,103 42,977 2003 50,000 16,670 729,550,443 43,764 2004 50,000 16,770 747,885,037 44,597 2005 50,000 16,795 756,289,977 45,031 2006 50,000 16,963 774,757,868 45,673 2007 50,000 17,169 802,710,170 46,753 2008 50,000 17,255 805,583,221 46,687 Disabled Taxpayers Exemptions Tax Assessed Value Number of Assessed Value Average Year Exemption($) (I) Exemptions of Exemptions(S) Value($) 1999 50,000 2,535 93,292,702 36,802 2000 50,000 2,652 101,418,975 38,242 2001 50,000 2,765 108,303,281 39,169 2002 50,000 2,880 115,715,191 40,179 2003 50,000 3,038 124,941,699 41,126 2004 50,000 3,270 136,391,738 41,710 2005 50,000 3,543 153,034,972 43,194 2006 50,000 3,859 169,483,323 43,907 2007 50,000 4,076 185,024,920 45,394 2008 50,000 4,292 194,747,769 45,375 Disabled Veterans Exemptions Tax Assessed Value Number of Assessed Value Average Year Exemption(') Exemptions of Exemptions(S) Value($) 1999 (3) 2,061 - 19,024,837 9,231 2000 (3) 2,092 19,290,426 9,221 2001 (3) 2,143 19,814,977 9,246 2002 (3) 2,241 20,755,630 9,262 2003 (3) 2,404 22,271,738 9,264 2004 (3) 2,562 23,814,922 9,295 2005 (3) 2,675 24,676,048 9,225 20d6 (3) 2,824 26,184,760 9,272 2007 (3) 2,997 27,828,172 9,285. 2008 (3) 3,121 30,523,222 9,780 See notes, next page. 80502129.4 A -14 -205- Exemption -Local Option Tax Year 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 Assessed Value Exemption(() (4) (4) (4) (4) (4) (4) (4) (4) (4) (4) Number of Assessed Value Average Exemptions ofExemptions(S) Value($) 52,513 366,149,406 6,973 54,333 392,740,809 7,228 55,189 414,770,371 7,515 56,051 434,924,406 7,759 56,560 467,542,416 8,266 57,473 503,873,807 8,767 57,748 540,248,333 9,355 58,332 584,117,044 10,014 58,802 669,143,866 11,380 59,672 704,460,740 11,806 (() This exemption was granted pursuant to an election held on April 6, 1987, called upon petition of the voters of the City. (2) Beginning with tax year 1976, under provision of the Texas Constitution, the City must grant an exemption ranging from $1,500 to $3,000 of assessed value of residential homesteads or personal property of disabled veterans who file for the exemption based on a formula of the percent of disability claimed. (3) Starting in tax year 1996, the exemption increased in range. The new range is from $5,000 to $12,000 of assessed value. (4) Under provisions of a Constitutional Amendment, the City has the option of granting homestead exemption of up to 20% of market value. Minimum exemption is $5,000. The City has granted 10% of market value or $5,000 exemptions, whichever is greater. Tax Abatement State law authorizes subdivisions of the State of Texas to grant tax abatements to any person, organization or corporation in order to stimulate economic development within the State. Consequently, the City Council has adopted a resolution establishing criteria whereby the City will, on a case -by -case basis, give consideration to providing tax abatement to any qualifying applicant. Generally, the period of abatement is for up to two years during the period of construction and for five years thereafter with a maximum period not to exceed seven years. The percentage of tax abated shall be determined based upon permanent jobs provided by the project as follows: 0% on 49 or less; 50% on 50 to 99; 75% on 100 to 199; 100% on over 200. Notwithstanding the resolution adopted by the City Council, or the criteria attendant thereto, it is not implied or suggested that the City is under any obligation to provide tax abatement to any applicant. As of January 1, 2008 the estimated value of property in the City that was subject to tax abatement is $16,087,786. Tax Rates and Limitations The maximum tax rate permitted by the Constitution of Texas is $2.50 per $100 of assessed valuation. On April 3, 1993, the citizens of Corpus Christi voted to amend the City Charter which contained a tax limitation of $0.68 per $100 of assessed valuation for all purposes including debt service. The amended Charter provides for the tax rate to increase up to the State limit for voter approved debt authorized after April 4, 1993. The ad valorem tax rate is levied each year by the City Council through the adoption of a tax rate ordinance. Effective January 1, 2000, all taxing units must adopt their tax rates before the later of September 30 or the 60th day after the taxing unit receives the appraisal roll. The following table indicates the tax rate distribution for the past nine tax years and current tax year. [The remainder of this page intentionally !eft blank.] 80502129.4 A -I5 -206- Tax Rate Distribution (per $100) Tax Year General Fund($) Interest & Sinkine Funds($) Tots1($1 1999 0.468133 0.155593 0.623726 2000 0.463133 0.160593 0.623726 2001 0.457523 0.186652 0.644175 2002 0.460031 0.184144 0.644175 2003 0.466554 0.177621 0.644175 2004 0.460000 0.174175 0.634175 2005 0.426624 0.199175 0.625799 2006 0.403197 0.199175 0.602372 2007 0.364671 0.199175 0.563846 2008 0.364671 0.199175 0.563846 Truth -in- Taxation Limitation Under Title 1 of the Texas Tax Code (known as the "Property Tax Code "), the City must annually calculate and publicize its "effective tax rate" and `rollback tax rate ". A tax rate cannot be adopted by the City Council that exceeds the lower of the rollback tax rate or the effective tax rate until two public hearings are held on the proposed tax rate following a notice of such public hearings (including the requirement that notice be posted on the City's website if the City owns, operates or controls an Internet website and public be given by television if the City has free access to a television channel) and the City Council has otherwise complied with the legal requirements for the adoption of such tax rate. If the adopted tax rate exceeds the rollback tax rate the qualified voters of the City by petition may require than an election be held to determine whether to reduce the tax rate adopted for the current year to the rollback tax rate. "Effective tax rate" means the rate that will produce last year's total tax levy (adjusted) from this year's total taxable values (adjusted). "Adjusted" means lost values are not included in the calculation of last year's taxes and new values are not included in this year's taxable values. "Rollback tax rate" means the rate that will produce last year's maintenance and operation tax levy (adjusted) from this year's values (adjusted) multiplied by 1.08 plus a rate that will produce this year's debt service from this year's values (unadjusted) divided by the anticipated tax collection rate. Levy and Collection of Taxes The City has contracted for the collection of its property taxes with the Nueces County Tax Assessor /Collector. In July or August of each year, the rate of taxation is set by the City Council based upon the valuation of property within the City as of January 1. Ad valorem taxes are due on receipt of a tax bill and payable from October 1 of the year in which levied until January 31 of the following year without interest or penalty. Split payments are not allowed. On February 1, the unpaid taxes become delinquent and have a penalty and interest charge of seven (7 %) percent. Taxes delinquent from March 1 through June 30 have an additional penalty and interest charge of two (2 %) percent per month for a total penalty and interest charge of fifteen (15 %) percent. Taxes delinquent on July 1 have a total penalty and interest charge of eighteen (18 %) percent. Taxes delinquent on July 1 accrue. an additional fifteen (15 %) percent for collection cost of taxes. Unpaid taxes after July 31 accrue an additional interest charge of one (1 %) percent per month until paid. The Property Tax Code makes provision for discounts for early payment and the postponement of the delinquency date under certain circumstances. Fiscal year 1991 -92 was the last year the City granted a discount for early payment. The discounts were three (3 %) percent in October, two (2 %) percent in November, and one (1 %) percent in December. For fiscal years after 1991 -92, the City did not offer discounts. 80502129.4 A -16 -207- Levy and Collection of Taxes The following Table I sets forth a comparison of the net taxable assessed valuation, tax rate levy and percentage of taxes collected for the past nine fiscal years. Table II sets forth a comparison of the tax levies and also indicates the amount of uncollected delinquent taxes. Table I Tax Net Taxable Tax Year Year Assessed Valuation($) Rate($) % Current % of Total Ending 1999 7,462,585,204 0.623726 96.3 99.0 7-31-00 2000 7,652,057,403 0.623726 96.2 98.7 7 -31 -01 2001 8,029,325,055 0.644175 96.1 99.0 7 -31 -02 2002 8,426,656,727 0.644175 96.1 99.1 7 -31 -03 2003 8,947,896,398 0.644175 96.1 98.9 7 -31 -04 2004 9,639,561,772 0.634175 96.3 99.3 7 -31 -05 2005 10,478,529,288 0.625799 96.0 98.6 7-31-06 2006 11,421,305,918 0.602372 95.2 97.7 7 -31 -07 2007 13,107,205,639 0.563846 94.4 96.8 7 -31 -08 Table II Outstanding Delinquent Tax as Delinquent Outstanding Percent of Fiscal Tax Net Current Current Tax Tax Total Tax Delinquent Current Year Year Tax Levy($) Collections($) Collections($) Collections($) Tax($) Levy( %) Ending 1999 46,546,084 44,836,825 1,256,701 46,093,526 4,855,538 10.4 7 -31 -00 2000 47,727,871 45,900,923 1,200,467 47,101,390 4,973,081 10.4 7-31-01 2001 51,772,865 49,683,646 1,509,804 51,193,450 5,036,692 9.7 7-31-02 2002 54,282,374 52,161,807 1,631,724 53,793,530 4,985,476 9.2 7 -31 -03 2003 57,640,112 55,417,905 1,575,879 56,993,784 6,332,114 11.0 7 -31 -04 2004. 61,131,691 58,864,317 1,829,112 60,693,430 4,794,920 7.8 7 -31 -05 2005. 65,237,253 62,656,806 1,684,900 64,341,706 4,961,481 7.6 7-31-06 2006 68,230,749 64,961,636 1,704,973 66,666,609 5,038,461 7.4 7 -31 -07 2007 72,790,742 68,696,896 1,738,155 70,435,051 5,241,882 7.2 7 -31 -08 [The remainder of this page intentionally left blank] 80502129.4 A -17 -208- Principal Ad Valorem Taxpayers The following table identifies the taxpayers in the City with the twenty largest assessed valuations in 2008 and their comparable 2007 assessed valuations where available. 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Name of Taxpayer American Electric Power Texas Central Co. Markwest Javelina Pipeline Co Padre Staples Mall, LP H. E. Butt Grocery Company SABCO Operating Company AT &T Bay Area Health Care Wal -Mart Auto Center Zohouri Developments Mustang Island LLC TRT Development Company Flint Hills Resources, LP HD Development Properties LP Sterling Energy Inc. Camden Property Trust Orion Drilling LP Facey Enterprises NV, LTD One Shoreline Properties LTD Weingarten Realty Investors Case Walnut Ridge Apartments LP Coastal Drilling Co. Type of Business Electric Utility Energy and Natural Gas Commercial Properties Retail Stores Petroleum Company Telephone Services Hospital/Healthcare Retail Stores Commercial Properties Commercial Properties Petroleum Company Commercial Properties Power Plant Industry Commercial Properties Petroleum Company Developer Commercial Properties Retail Stores Commercial Properties Petroleum Company Percentage of Total to Tax Year 2008 Net Taxable Assessed Value 2008 Assessed Value($) 121,280,080 70,753,370 64,972,156 58,878,328 57,921,940 53,981,010 50,004,843 45,695,687 36,481,984 36,453,760 30,588,371 29,332,327 24,728,100 24,114,102 23,184,000 23,068,444 22,400,007 22,006,156 21,027,219 20.778.400 837 650.284 6.06% Source: Nueces County Appraisal District. [The remainder of this page intentionally left blank] 80502129.4 A -18 -209- 2007 Assessed Value($) 123,714,620 71,164,230 63,438,255 72,941,878 37,396,790 61,429,560 49,982,018 45,152,572 36,481,984 36,452,971 25,931,263 29,541,409 18,425,438 24,114,102 17,395,815 22,606,572 22,400,007 24,185,657 21,027,219 6.318.400 AI0100760 ea 8 9 9 8 N V O N • W V M T' O b .+ TNT O N r Tvt M m'0 O N N b m _ K N N co N pN, N p 00 N m N' ' ON O el d r N. O b N N ON, ti O N CO N Vml m N N< N �'b0 N _ N O. N N I H cn m e ' - ' 4 • m voi a ry m re N H O V V 00 b N e N' N' ^ b N O N ^ l� h N N r V N _ iet m N H O ee W .'Q 'O N N N m m ,N., . O. m O O el O1. ' ' `0 a m vi co o m OC N h ON b N m h r l N O n t-:. W N ^ N O OD N In O' W T O N O N N N m s o00tlo° ea te, O a '0 ^ ' ' e 8 ,O N N N D . m N m O N n H N N O h Q: q Ow N VNI N' 1 0 0 0 T O: N W N W 'pO o a ■' m N o_ m ao �O ' T we) M m �G N en 0. UN O .: .: oo` N N N N _ ^ b O N `O L • ON d w w w w . A t :et er 0 le �D m N M V N ' O N P OO CO N N 0 Q P m O O tm Q T N b N o7 M y Q M [/) 9 O N M oe O tel O5 N O t� N A N M N O, Ot_ T O 3 ^ W VI n w w m W a 1 2 8 F° 5 kg in w 5 .5 Q 5 _ E °c FJ F 5qj Si {oa § ag 0 N m E. ° i3 _. .tj9. q5 X �. ill 1-:,,4 V tl t JEnE L G E W d �. O 0, S ,1 b a �, y ti e i U 5 H 2 ° d GC p e i b u a ,E °° i ii b° ° 5 0° a cj `4 0 IS 0) a° m$ 1 `S °O y H �7 l v k:22,.... IC %� °- 'a o y =° g$ q v *9 a > 8= 1 rE a Pi I s` °u O e° ^o 1 1 U 1 E d 0° . ,i ;4. a U 5�$ Ep° fS!j gG U 4 c c V j.:4 v a S U D j .5 n o a `' `_' y o -. a� fJ y a, O O T T F d C O11,1'6'8383 T 9 9 F z W WW o 4 y y� o U ;1 xMZ oiDaymd� � �� a Ln a E a E —210— N O 00 THE TAX INCREMENT FINANCING ACT General Information On November 3, 1981, the voters of the State of Texas approved a constitutional amendment empowering the legislature to authorize by general law the issuance of bonds or notes by incorporated cities or towns to finance the development or redevelopment of an unproductive, underdeveloped, or blighted area within the city or town and to pledge for repayment of those bonds or notes increases in ad valorem tax revenue imposed on property in the area of the city or town and other political subdivisions. In anticipation of the adoption of the constitutional amendment, the Legislature, in 1981, adopted the Texas Tax Increment Financing Act of 1981 which is currently codified in Chapter 311 of the Texas Tax Code (the "Act "). The Act has been upheld through court challenge. The assessed value of property in a reinvestment zone at the time of the creation of the zone constitutes the base value as to all political subdivisions exercising taxing power within the reinvestment zone. Tax receipts from all such political subdivisions received as a result of increased assessed values over the base value (the tax increment) are placed in the tax increment fund and may be used to pay for capital improvements or to pay tax increment bonds or notes. Corpus Christi Reinvestment Zones On December 29, 1982, the City Council of the City designated a portion of the City as a reinvestment zone pursuant to the Act. The area was designated as Corpus Christi Reinvestment Zone No. 1 ( "Zone No. 1 "). In accordance with the terms approving the creation of Zone No. 2, Zone No. 1 was terminated on March 1, 2004. On November 14, 2000, the City Council passed an ordinance creating the Corpus Christi Reinvestment Zone No. 2 ( "Zone No. 2 ") encompassing approximately 1,934 acres on North Padre Island. The preliminary plan calls for funding the local share of the reopening of a channel to the Gulf of Mexico, Packery Channel, along with beach restoration in front of the Padre Island seawall and related improvements. Nueces County, the Nueces County Hospital District, and Del Mar College (formerly Corpus Christi Junior College) have agreed to participate in Zone No. 2. Pursuant to rights reserved to and exercised by the citizens of the City in its Charter, a referendum petition was filed to require an election on whether to repeal the City's ordinance adopted on November 14, 2000. In response to the petition, the City Council called an election on repeal of this ordinance for April 7, 2001. At this election the citizens voted not to repeal the November 14, 2000 ordinance. In 2003, $5,000,000 in bonds were issued, in 2004 $4,100,000 in bonds and in 2006 $2,900,000 in bonds were issued and in 2006 $2,900,000 in bonds were issued by the North Padre Island Development Corporation, a non -profit corporation created by the City for the purpose of issuing bonds in furtherance of the development of Zone No. 2. In March 2008, the Corporation issued $13 „445,000 in refunding bonds, refinancing all of the previously issued bonds, to generate a debt service savings. On December 16, 2008 the City Council approved a 20 year Tax Increment Financing Zone for the Downtown area, designated as the Corpus Christi Reinvestment Zone No. 3 ( "Zone No. 3 "). Zone No. 3 is intended to address the problem of substandard, slum and or deteriorating structures within the boundaries of Zone No. 3, the predominance of defective or inadequate sidewalk and street layouts and conditions that endanger life or property by fire or other cause. The boundaries of Zone No. 3 start along the Bayfront from the Sca town area (ship channel) on the North, Morgan Avenue to the South and west to Tancahua Street. The primary function of Zone No. 3 will be the planning, design and construction of public improvements. Zone No. 3 is only one of a variety of planned funding sources and programs that will in act in concert to accomplish a changed public environment in downtown. Over the last ten (10) years the City has invested over $150 million in the downtown area, and $47 million is planned for locations partly or wholly within Zone No. 3 intended to rehabilitate and improve existing public infrastructure. Some examples of possible improvements include: 80502129.4 A -20 -211- • Streetscape, sidewalks and crosswalks • Roadways and Traffic management • Parks, public spaces and public facilities • Utilities and drainage • Land assembly • Environmental remediation and safety improvements The City's contribution of its tax increment revenues to Zone No. 3 is projected to be $28.5 million over the 20 year period. The City will request the participation of Nueces County and Del Mar College, a junior college district and a taxing unit whose boundaries are coterminous with those of Nueces County. If these two entities elect to fully participate for the 20 years, it is estimated that Zone No. 3 will collect a total of' $59.9 million in tax increment revenues. The revenue projections assume a 3% growth in valuations and a 98% tax collection rate throughout the duration of Zone No. 3. The City estimates that the decision of Nueces County and Del Mar College to participate in Zone No. 3 will be known by the end of the first quarter of 2009. Reinvestment Zone Ad Valorem Taxes The following table sets forth the net taxable assessed values (assessed value net of exemptions) in Zone No. 2 for Fiscal Year 2007 -2008 and the related levy. The Corporation issued an additional $2,900,000 in 2006 to complete the $ authorized amount. In 2008 the Corporation issued refunding bonds for the full amount of the bonds. Reinvestment Zone No. 2 Entity Gross Current Jurisdiction TIF Appraised Taxable Taxable Jurisdiction Taxable TIF Value($) Value($) Value($) Levy(S) Value($) Levy(S) Nueces County 360,853,525 343,088,485 81,842,393 287,580 262,544,228 922,535 Fawn to Market 360,853,525 342,830,485 81,691,196 3,509 262,425,763 11,270 Hospital District 360,853,525 343,088,485 81,842,393 118,493 262,544,228 380,117 City of Corpus Christi 360,853,525 345,798,617 82,623,919 465,872 264,035,347 1,488,753 College 0l. 360,853,525 347,016,857 82,818,649 457,096 264,986,011 384,901 1,332,549 3,187,576 (o Starting in Tax Year 2007, College District contributes a reduced percentage (60 %) to Reinvestment Zone No. 2. The Texas State Aquarium In 1996, the City issued $4,400,000 in Combination Tax and Texas State Aquarium Revenue Bonds of Obligation, the proceeds of which were used to purchase land, improvements, and capital equipment owned by the Aquarium and to build exhibits at the Aquarium which are deemed essential to continue to attract visitors. The debt service on these obligations are payable from revenues pursuant to the Contract between the City and the Association. The revenues identified under the heading "Operating Revenues - Admissions" in the following table are being made available to the City under a Contract with the Association, dated February 27, 1996, on a "gross revenue" basis. The contribution of such revenues may have an affect on the ability of the City or the Association to pay operating costs of the Aquarium exclusively from revenues generated from the use of the Aquarium. To the extent such revenues are not sufficient to pay debt service due and owing on these obligations, these obligations additionally are payable from a pledge of ad valorem taxes to be levied by the City. [The remainder of this page intentionally lei? blank.] 80502129.4 A -21 -212- [This page intentionally left blank] 80502129.4 A -22 -213- 80502129.4 APPENDIX B i CERTAIN INFORMATION RELATING TO THE CITY OF CORPUS CHRISTI B -1 -214- [This page intentionally left blank] 80502129.4 B -2 -215- The following information has been provided by the City from sources it believes to be reliable. Information contained herein regarding industries and other private institutions in the Corpus Christi area are for general background purposes only. INFORMATION CONCERNING THE CITY OF CORPUS CHRISTI Population and Location Corpus Christi is now the eighth largest city in the State of Texas with a population of 297,447 based on the City's 2008 estimate. The geographic location of the City on the Gulf of Mexico and the Intercoastal Waterway gives it one of the most strategic locations in the Southwest and has been important to its economic development. Additional general information concerning the City's population and economy can be found under the caption "Economic and Demographic Characteristics" in the City's financial information contained in Appendix B. Area The area of the City has increased through annexation as the City's population and industry grew. The City has had numerous annexations and now contains approximately 504 square miles, which is broken down to approximately 150 square miles of land and 354 square miles of water. While the area covered by water contains no population and does not require normal city services, it does produce considerable revenues from oil and gas properties located therein. Form of Government and Administration The City was incorporated in 1852. In 1909, the City was organized under a City Charter and operated as a general law city until 1926 when a Home Rule Charter with a commission form of government was adopted. The Charter was amended in 1945 and the present Council - Manager form of government was adopted. The City Council consists of the Mayor and eight Council Members elected for two year terms. The Mayor and three Council Members are elected at large and five Council Members from single member districts. These nine officials are listed elsewhere in this document. The City Manager is appointed by the City Council and is the Chief Administrative and Executive Officer of the City. The Director of Financial Services is appointed by the City Manager and is charged with the administration of fiscal affairs of the City. - - By an initiative submitted in accordance with provisions of the City Charter, on November 5, 2002, the voters in the City considered a proposition that would have amended the City Charter to make the Mayor of the City the chief administrative and executive officer of the City. The citizens of the City voted to reject this proposed amendment to the City Charter. The City Council fixes the annual tax rate based on a budget prepared under the direction of the City Manager. The names, years of services, experience, and background of certain appointed officials are as follows: Management Angel R. Escobar, City Manager Angel R. Escobar was appointed City Manager on November 11, 2008 after being appointed Interim City Manager on September 1, 2008. Prior to that time, he served as Interim Assistant City Manager of Public Works for one year until being named City Manager. Mr. Escobar also served as Director of Engineering Services from 1999 — 2007 after holding the position of Assistant Director. Before joining the City of Corpus Christi in 1989, Mr. Escobar was Partner and Senior Project Engineer /Consultant with the engineering firm of Smith & Russo Engineers /Architect. Mr. Escobar is experienced in all phases of civil engineering, public works and public administration, capital improvement programming, capital budget administration, design, construction and field administration. Mr. Escobar is credited for initiating programs to promote minority participation in City public works projects and maintained project records to document minority participation in compliance with City Council policies. Most 80502129.4 B -3 -216- recently, Mr. Escobar has accomplished the outsourcing of 100 percent of the studies and architectural and engineering design efforts for the City of Corpus Christi. Mr. Escobar is registered as a Professional Engineer and Professional Surveyor. He has his Bachelor of Science in Engineering from Texas A & I University and is a retired Command Sergeant Major from the U. S. Army Reserve. Oscar R. Martinez, Assistant City Manager for Public Works Oscar R. Martinez was appointed Assistant City Manager for Public Works in September 2008. As Assistant City Manager, he is responsible for overseeing Engineering, Environmental Services, Gas, General Services, Storm water, Streets, Solid Waste Services, Wastewater, and Water. Prior to that time, Mr. Martinez was appointed in October 2004 as Assistant City Manager for Administrative Services. Mr. Martinez previously served as Assistant Budget Director for the City of Corpus Christi in the mid -80's. Prior to his recent employment with the City of Corpus Christi, he served over 14 years in workforce development as President/CEO of Work -Force 1, President/CEO of Workforce Network, Inc., Director at the Greater Corpus Christi Business Alliance, and Vice President of Workforce Development Corporation. Mr. Martinez has also been a teacher for the Corpus Christi ISD as well as the Dallas ISD. Mr. Martinez has a Master of Arts Public Administration from St. Mary's University in San Antonio, Texas and a Bachelor of Arts Political Science/Business Administration from Texas A &I University in Kingsville, Texas. He has served on several Boards including United Way, Committee on Educational Excellence, Corpus Christi Chamber of Commerce Education and Workforce Committee, Coastal Bend American Red Cross, Equality in Education Council, Corpus Christi Technical Education Advisory Council, and the Human Investment System Council, just to name a few. Margie C. Rose, Assistant City Manager for Community Services Margie C. Rose was appointed Assistant City Manager for Community Services in April 2002, having previously worked in local government for more than 20 years. Ms. Rose is responsible for the departments of Development Services, Convention Facilities, Health, Human Relations, Neighborhood Services and Park and Recreation, Libraries and Museum. In her prior positions, Ms. Rose served as Purchasing Director, Director of Administrative Services, Director of Department of Public Services, Assistant City Manager and City Manager for the City of Inkster, Michigan. She also served as Deputy Director of Parks for the County of Wayne, Michigan. Ms. Rose served on various professional committees including the Michigan Municipal League Finance and Taxation Committee, International City /County Management Planning Committee and the Michigan City Management Workplace Diversity Committee. Ms. Rose received her BBA (Accounting) degree in 1984 and her MPA in 1991, both from Eastern Michigan University. Juan "Johnny" Perales, P.E., Assistant City Manager for Development Services Juan Perales, Jr., P.E., was appointed Interim Assistant City Manager for Development Services on January 23, 2009. In this role, Mr. Perales is responsible for Department of Development Services, and oversees all planning, development, and permitting activities for the City of Corpus Christi. Mr. Perales had served as Deputy Director for the Department since January 29, 2007. In other assignments with the City of Corpus Christi, he served as a Project Engineer and later Major Projects Engineer with the Department of Engineering Services between 1991 and 1996. From 1996 to 2007, he served as Facilities Superintendent and later Assistant Director for the City's Wastewater Department. Mr. Perales is a licensed engineer in the State of Texas, having graduated from the University of Texas with a degree in Civil Engineering. Cindy O'Brien, CPA, Interim Assistant City Manager for Administrative Services Cindy O'Brien was appointed Interim Assistant City Manager for Administrative Services in September 2008. In • that role, Ms. O'Brien is responsible for overseeing the Finance, Budget, Municipal Information Systems, Human Resources, Community Development, Municipal Court- Administration, and E- Government Departments. Prior to that time, Ms. O'Brien was appointed Chief Financial Officer for the City in February 2007 after having served as Director of Financial Services for four years and after serving in the Office of Management and Budget for two years. There, she served, first as Assistant Director, then as Acting Director before her current appointment. Prior to, her position in Management and Budget, Ms. O'Brien served for over seventeen years in the Finance Department, holding various positions including Chief Accountant. Ms. O'Brien is a Certified Public Accountant and holds a B. 80502129.4 B -4 -217- B. A. degree from Sam Houston State University where she majored in Accounting. She is a member of the Government Finance Officers Association, national and state organizations, as well as the Government Treasurers Organization of Texas. Constance P. Sanchez, CPA, CPM, Interim Director of Financial Services Constance P. Sanchez was appointed Interim Director of Financial Services in September 2008. In that role, Ms. Sanchez is responsible for all areas of financial management, including financial reporting, accounting, budgeting, treasury, revenue and collections, purchasing, and the utility business office which includes billing, field services, and customer services for the City of Corpus Christi. Before that time, she was appointed Assistant City Auditor, Auditor, Chief Accountant, Assistant Director of Financial Services, and most recently Deputy Director of Financial Services. Prior to her 17 years with the City, Ms. Sanchez was an auditor with KPMG Peat Marwick for three years. Ms. Sanchez is a member of the American Institute of Certified Public Accountants (AICPA), the Texas Society of Certified Public Accountants (TSCPA), and a member of the Government Finance Officers Association of Texas. Ms. Sanchez, a life -long citizen of Corpus Christi, was valedictorian of her high school class. She received an Associates of Arts degree in Business Administration from Del Mar College and a Bachelor of Business Administration degree — magna cum laude, from Corpus Christi State University. Ms. Sanchez is a Certified Public Accountant and a Certified Public Manager. Certain Governmental Services Provided by the City Public Safety ... The City provides police protection, fire protection, building inspection, street lighting and traffic signals, and civil defense. Law enforcement and civil defense is provided through the Police Department. The City's Fire Department operates 16 fire stations throughout the City and the Emergency Medical Service. Public Services ... In addition to operating its water, wastewater disposal, and gas systems, the City also provides garbage collection and disposal and maintenance of streets and storm drainage areas. Community Enrichment ... The City has a main library and four branches which are equipped with over 413,308 volumes.' The City owns and maintains approximately 190 parks containing over 1,581 acres. The City also owns extensive recreational facilities including 139 playgrounds, a marina with 580 yacht basin slips, 4 municipal beaches, 2 public golf courses, 10 swimming pools, 49 tennis courts, a number of baseball and softball diamonds, 5 recreational centers, and 8 senior citizen centers. In addition, the City owns an auditorium, a coliseum, Harbor Playhouse, the Corpus Christi Museum, the Multicultural Center, the Water Garden, and a Community Convention facility. Airport and Transit System ... The City owns the Corpus Christi International Airport situated on 2,428 acres. The Regional Transportation Authority operates the regional transportation system which provides passenger bus and paratransit service within the area and seasonal services including a passenger ferry connecting several tourist attractions. Health ... The City maintains preventive health services through health facilities within the community. The City does not have the responsibility of maintaining hospitals, a school system, or a higher education system, and does not expend any funds in providing welfare. THE CITY'S FINANCIAL PROCEDURES Audit and Financial Reporting The City Charter requires an annual audit to be made of the books of accounts, records, and transactions of the City by a Certified Public Accountant. The fiscal year of the City begins the first day of August of each year and ends with the thirty-first day of July of the following year. The Government Finance Officers Association of the United States (the "GFOA ") first awarded the City its Bond of Conformance, later termed the Bond of Achievement for Excellence in Financial Reporting, for its annual financial report for 1957. The City was awarded the same recognition for its 1970, 1975, 1978, 1979, 1983, and 1984 through 2007 financial reports. 80502129.4 B -5 -218- Budget Procedures State laws and the City Charter require the preparation and filing of an annual budget. The City Manager submits a proposed budget to the City Council at least sixty days prior to the beginning of the fiscal year which estimates revenues and expenses for the next year. The proposed expenditures will not exceed estimated revenues. The City Council shall adopt a balanced budget prior to the beginning of the fiscal year. If the City Council fails to adopt a budget by the beginning of the fiscal year, the amounts appropriated for current operations for the current fiscal year are deemed the adopted budget for the ensuing fiscal year on a month -to -month basis until such time as the City Council adopts a budget for the ensuing year. Significant Accounting Policies The City prepares its financial statements in accordance with the generally accepted accounting principles for local governmental units as prescribed by the Governmental Accounting Standards Board and the American Institute of Certified Public Accountants. A summary of significant accounting policies of the City are set out in the Notes to Financial Statements for the fiscal year ended July 31, 2008 located referenced elsewhere in the financial section of the Official Statement. Population The revised 2000 United States Census population for Corpus Christi is 277,454, which is approximately eight percent greater than the population reported in 1990. The table shows the history of population from 1920 to 2000: Population Percent of Increase Over United States Census Figures for 1920 -1990 Preceding Census 1920 10,522 27% 1930 27,541 162% 1940 57,301 108% 1950 108,053 89% 1960 167,690 55% 1970 204,525 22% 1980 232,134 13% 1990 257,543 11% 2000 277,454 8% Corpus Christi Standard Metropolitan Statistical Area (SMSA) consists of Nueces and San Patricio Counties, and, according to the 2000 United States Census, had a population of 380,783. It is estimated that the population in the SMSA will exceed 403,000 in the next ten years. Trade Area and Location Corpus Christi's trade area consists of five counties, Nueces, San Patricio, Aransas, Jim Wells, and Kleberg. Each of the counties maintains a solid and diversified economic base which contributes material support to Corpus Christi due to its location as a trade center and shipping point. The land is generally flat with strong mineral deposits, rich soil, excellent climate, and a growing season of approximately 300 days. Grain sorghum and cotton are the principal agricultural crops. The region also has a strong supply of livestock including beef, dairy cattle, hogs, and poultry. The oil and gas industry is a major factor in the growth and economic stability within the trade area. Mineral values vary depending on world market and demand. This industry also provides a secondary market for petro by- products and chemicals. The trade area's principal outlet for agricultural and petroleum products is the Port of Corpus Christi, which has served the area for over seventy years. The rebuilt grain elevator, completed in 1983, has added to the Port's 80502129.4 B-6 -219- capacity to handle various agricultural products. In 2004, the Port handled a volume of 86.4 million tons of cargo, including 74.2 million tons of petroleum products. Corpus Christi has one of the most strategically located waterways in the Southwest, with deep water transportation to the Gulf of Mexico and barge traffic all along the Texas Coast via the Intracoastal waterway. The nearest other port is in Brownsville, 160 miles to the south; nearest retail and wholesale outlet is San Antonio, 145 miles to the northwest; and the nearest heavy industry competition is Houston, 210 miles to the northeast. Business Corpus Christi continues to grow as a regional center for a 12 -county area. Several new businesses were attracted to the City in the past year, including Graduate Loan Services, a financial call center, Gateway Shipping, a stevedore company, and Combex Westhem LLC, a modular home manufacturer. The Padre Island Drive shopping corridor also added a number of new restaurants and other retail businesses. Retail sales grew by 9.8% as measured by sales subject to sales tax. Recent capital investments underway by the public and not - for - profit sectors is estimated at $488 million, while private investments topped $1 billion. Most recently, Toyota has announced its intention to construct a major international auto manufacturing center in south San Antonio, Texas, a short distance away from Corpus Christi. This facility may have use for the Port of Corpus Christi facilities, thus having the effect, if so used, of contributing to the local economy. Several major construction and transportation projects are in various stages of planning or construction. A $46 million airport renovation project has been completed. The Texas Department of Transportation has two projects under construction. The $45 million elevation of the JFK Causeway, of which the City is funding $4 million, will provide a safe evacuation route from Padre and Mustang Islands and provide environmental benefits. The $36 million current phase of the extension of the Crosstown Expressway will connect Downtown and the Southside of town with a continuous freeway. A $30 million project on Padre Island will re -open Packery Channel, creating a route for pleasure and fishing boats between the Laguna Madre and the Gulf of Mexico. A large tourist development of condos, restaurants, and retail establishments is in the planning phase. The City's portion of the cost of dredging Packery Channel is funded through Tax Increment Financing. The Texas State Aquarium has recently concluded a $14 million expansion which allows exhibition of dolphins that cannot be returned to their natural habitat. A $30 million multipurpose arena to be constructed by the City in the downtown area opened in November 2004. Whataburger Field, a newly opened baseball stadium, that houses a AA major league affiliate baseball team was opened on April 17, 2005. Industry • Corpus Christi industry provides a diversified product market including metal fabrication, chemical processing, farm and ranch equipment, oil field equipment, cement, food processing, electronic, petrochemical products, fishing and seafood products and more. The diversification is primarily due to the commitment of City leadership. The Port of Corpus Christi Authority opened the area to world markets in 1926. Today, it is the seventh largest port in the United States. The Port's channel stretches over 30 miles and links the City of Corpus Christi with the Gulf of Mexico. Deeper channels have for decades allowed Corpus Christi to be a competitive port for bulk commodities requiring large, deep draft vessels. It is the terminus of network of oil and gas pipelines throughout Southwest Texas and extending into West Texas The Authority has two major projects, the Joe Fulton International Trade Corridor and the Channel Improvement Project, that will require significant funding in the, future. These projects will be funded from federal and state assistance, revenue bonds and the Authority's unrestricted net assets. Joe Fulton International Trade Corridor This corridor encompasses an 11.5 -mile road and rail project that will significantly improve access to more than 2,000 acres of land along the North side of the channel for existing and future developnient. The corridor will connect two major highway components- US Highway 181 and Interstate Highway 37 - thus, establishing efficient iptermodal links between highway, marine, and rail transportation systems. Most important, it is anticipated that the corridor will generate future economic development opportunities for South Texas. 80502129.4 B -7 -220- Construction began in 2004 and was completed in October, 2007. Channel Improvement Project In 2003, the Authority completed the feasibility phase of the Channel Improvement Project and is currently awaiting authorization through the Water Resources Development Act (WRDA) to begin the project. The project will include deepening the Corpus Christi Ship Channel from 45 to 52 foot, adding barge shelves on both sides of the ship channel and extending the La Quinta Channel to serve the proposed La Quinta Trade Gateway project. Although the project is still pending WRDA authorization, the engineering and design phase is underway and costs are shared 25% from the Authority and 75% from federal funds. Upon authorization of the project, the improvements will be constructed in seven contracts beginning in 2007 and ending in 2013. Total improvements will cost approximately $150 million. The Port is constantly upgrading and expanding facilities to better serve south Texas industry and shippers. In 2005, major capital expenditures include Gulf Compress Cotton Warehouses, Joe Fulton Intemational Trade Corridor, security enhancements, vessel traffic information system, waterfront site development, water taxi and southside military Rail Yard fora total of $37,898,615. Tourism and Convention Business Corpus Christi continues to be a favorite vacation spot for visitors, as reflected by the ranking of the sixth most popular tourist destination in Texas. Nearly seven million visitors visited Corpus Christi during the two year period 2007 -2008 spending on the average, approximately $1 billion per year. Visitors stayed longer in Corpus Christi than in other areas of the State - an average of 2.3 days in Corpus Christi compared to 2.1 days in all of Texas. The number one reason visitors flock to the area has always been to enjoy miles of blazing white beaches along Mustang and Padre Islands, the longest barrier island in nature fronting on the Gulf of Mexico. The opposite side of the barrier provides a shoreline for Corpus Christi Bay, Laguna Madre, and the various bays and bayous north of the Coastal Bend which is ideal for outdoor recreation. Tourist facilities located within the City include: a multi- purpose arena at the American Bank Center, Whataburger Field which houses a AA major league affiliate baseball team, the Texas State Aquarium, the USS Lexington Museum, the Museum of Science and History, the South Texas Art Museum, the Asian Cultures Museum, the Multicultural Center/Heritage Park complex, and the Concrete Street Amphitheater. The Corpus Christi area is also a renowned location for water sports, including windsurfing and kiteboarding, and serves as a host to the annual U.S. Open Windsurfing Regatta and international power and sail boat races and the Texas International Boat Show. International Flavor The City of Corpus Christi is a member of Sister Cities International. Through Sister Cities Intemational, Corpus Christi has established affiliations with Keelung, Taiwan; Veracruz, Mexico; Yokosuka, Japan; Agen, France; and Toledo, Spain. The City and nearby neighbor, Monterrey, Mexico, have established a Partner in Trade affiliation that emphasizes business and cultural opportunities for cooperative ventures. Yokosuka, Japan sends up and coming city employees to Corpus Christi for overseas' training in public service and an exchange that teaches the different facets of volunteerism in Japan. In addition to establishing a "Partner in Trade" with Monterrey, the City has established closer ties with cousins in 23 countries including Austria, Belgium France, Spain, Italy, and others. Proximity to San Antonio Corpus Christi continues to benefit from tourist attractions in San Antonio. San Antonio is located 2.5 hours by automobile north of Corpus Christi with easy access by Interstate 37, and Corpus Christi is favorably viewed as an attractive one -day trip by San Antonio visitors. With Corpus Christi's growing list of attractions, which include the Texas State Aquarium, the U.S.S. Lexington Museum on the Bay, and the Las Carabelas Columbus ship exhibit, visitors may be tempted to stay a little longer. 80502129.4 B -8 -221- Foreign Trade Zone The Port of Corpus Christi Authority operates one of the largest Foreign -Trade Zones (FTZ) in the United States. The Zone includes an Industrial Park near the Airport, two full service public warehouses near the Airport, all Port properties (7,000) acres that are available for storage and/or industrial activity, three bulk fuel terminals, six refinery subzones, two metal fabrication (offshore oil platforms and towers) subzones, and two minerals processing subzones. The Port's FTZ department is a full service Grantee assisting clients with applications, FTZ training, interpretation of Customs regulations, and interface with Customs officials. Corpus Christi Enterprise Zone The City of Corpus Christi has a State of Texas approved Enterprise Zone to assist in economic development activities. The Enterprise Zone contains approximately 14 square miles. In the 8 -year existence of the Enterprise Zone, over $2.5 billion of State of Texas approved Enterprise Zones projects have begun within the Enterprise Zone. While numerous State benefits for companies locating in the Enterprise Zone are available, the City also provides incentives for companies locating within the Enterprise Zone. Private Utilities Telecommunications and electrical service are available from several providers. Construction The Table below indicates the amount of new construction activity in Corpus Christi and the number of permits issued for all purposes. Year 1998 -1999 1999 -2000 2000 -2001 2001 -2002 2002 -2003 2003 -2004 2004 -2005 2005 -2006 2006 -2007 2007 -2008 Building Permits Number of Permits 5,984 5,845 4,761 5,207 4,565 4,012 5,781 5,989 5,693 5,118 (1) Based upon the construction of several large commercial projects, including shopping malls. Value $ 142,154,244 152,987,779 149,264,763 154,763,863 333,016,5171'1 295,084,882 387,122,147 450,750,242 503,027,247 343,865,608 Employment The following table indicates the total civilian employment in the Corpus Christi MSA December 2008 as compared to the prior periods of November 2007 and December 2007: December 2008 November 2007 Civilian Labor Force Unemployment Percent Unemployment Total Employment 200,600 11,000 5.5% 189,600 80502129.4 B -9 -222- 201,100 10,700 5.3% 190,400 for the period December 2007 197,300 8,700 4.4% 188.600 The following table shows certain nonagricultural wage and salary employment in the Corpus Christi MSA for the period December 2009 as compared to the prior periods of November 2008 and December 2007: Natural Resource & Mining Manufacturing Wholesale Trade Retail Trade Transportation, Warehouse & Public Utilities Information Financial Activities Professional & Business Services Education & Health Services Leisure & Hospitality Other Services Government Total December 2008* 21,000 10,900 5,700 22,200 5,300 2,400 8,300 16,400 27,600 21,000 6,300 32,700 179,800 • Estimates for the current month am preliminary Source: Texas Workforce Commission, Labor Market Review, February 2006. [This page intentionally left blank] 80502129.4 B -10 -223- November 2007 21,200 10,900 5,700 21,600 5,300 2,400 8,300 16,400 27,500 21,100 6,300 32,900 179,600 December 2007 20,900 11,000 5,700 20,600 5,300 2,400 8,300 16,000 26,900 20,600 6,300 32,500 177,500 APPENDIX C The information contained in this appendix consists of certain audited FINANCIAL STATEMENTS OF THE CITY OF CORPUS CHRISTI, TEXAS FOR THE FISCAL YEAR ENDED JULY 31, 2008. 80502129.4 Gl -224- [This page intentionally le,Jt blank.] 80502129.4 C -2 -225- APPENDIX D OPINION OF BOND COUNSEL 80502129.4 D -1 -226- [This page intentionally left b lank.] 80502129.4 1/2 -227- 80502129.4 M. E. ALLISON & CO., INC. 950 East Basse Road, Second Floor San Antonio, Texas 78209 Financial Advisor -228- AGENDA MEMORANDUM AGENDA ITEM: March 31, 2009 Motion approving the Sanitary Sewer Trunk Force Main and Lift Station Construction and Reimbursement Agreement submitted by The Preserve at Mustang Island, LLC, owner and developer of Tortuga Dunes Subdivision for the installation of Zahn Road Master Plan Lift Station with 8 -foot diameter wet well, 8,376 linear feet of a 4 -inch and 6 -inch PVC dual force main, and related appurtenances; at a cost not to exceed $2,457,890.25. ISSUE: The Preserve at Mustang Island, LLC, owner and developer of Tortuga Dunes Subdivision, will start the construction of Zahn Road Master Plan Lift Station with 8 -foot diameter wet well, 8,376 linear feet of a fl- inch and 6 -inch PVC dual force main, and related appurtenances once the City Council approves the Sanitary Sewer Trunk Force Main and Lift Station Construction and Reimbursement Agreement in accordance with the Platting Ordinance, Section V.B.6. The Sanitary Sewer Trunk System Trust Fund does not currently have a balance sufficient to fund the anticipated project cost. An ordinance for the appropriation of funds from the Sanitary Sewer Trunk System Trust fund will be presented to Council at such time that a fund balance adequate to cover project costs exists. RECOMMENDATION: Staff recommends approval of the motion as presented. 4 zv( Juan Perales, J ., P.E. Interim ACM of Development Services Attachments: Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Background information Final Plat Reimbursement Request and Project Layout Preliminary Cost Estimate / Master Lift Station No. 13 Equipment List Application for Sewerline Reimbursement Sanitary Sewer Trunk Force Main and Lift Station Construction and • Reimbursement Agreement Beachfront Construction Certificate -231- AGENDA MEMORANDUM ADDITIONAL BACKGROUND INFORMATION BACKGROUND: The development and platting of Tortuga Dunes Subdivision as shown on the final plat attached (Exhibit B) requires the construction of Zahn Road Master Plan Lift Station and Force Main. The proposed Master Plan Lift Station will be constructed on Texas General Land Office property leased by the City of Corpus Christi, located east of State Highway 361, south of Zahn Road. The proposed 4 -inch and 6 -inch dual force main begins at the lift station and proceeds west approximately 2,000 linear feet along Zahn Road, then south approximately 4,300 linear feet along State Highway 361, and south approximately 2,076 along Park Road 22 and terminates at an existing manhole located on the west side of Park Road 22 (Exhibit C). The Zahn Road Master Plan Lift Station and Force Main are required by the City's Wastewater Collection System Master Plan, Whitecap WWTP Services Areas 7, 8, 9,10, 11, & 12, adopted November 14, 2006, by Ordinance No. 027078. The Developer will construct the Master Plan Lift Station per the adopted Wastewater Collection System Master Plan. The Master Plan Lift Station must include all of the items listed in Exhibit D, whether or not individually listed on the cost estimate. The developer submitted a Sanitary Sewer Trunk Force Main and Lift Station Construction and Reimbursement Agreement (Exhibit F) and supporting documentation in compliance with provisions of the Platting Ordinance. The total installation cost submitted by the developer for the installation of the lift station and 8- inch PVC force main is $2,457,890.25 (Exhibit E). Reimbursement may be invoiced on a monthly basis and is payable upon completion and acceptance of the lift station and force main work of each component with the actual reimbursement to be determined upon the availability of funds based on the actual construction costs and not to exceed $2,457,890.25, The Sanitary Sewer Trunk System Trust Fund does not currently have a balance sufficient to fund the anticipated project cost. An ordinance for the appropriation of funds from the Sanitary Sewer Trunk System Trust fund will be presented to Council at such time that a fund balance adequate to cover project costs exists. The approval of the Wastewater Reimbursement Agreement will secure The Preserve at Mustang Island, LLC, a place in queue for the orderly reimbursement of funds when available from the Sanitary Sewer Trunk System Trust Fund. Exhibit A Page 1 of 1 —232— Mtn II1111111IIIIIIIII11111 IIIIpuui1111I11I111111111 111111111 11111111116�gllunu1u11111u1 tS, • IIIIIIIIun 'IlI11111I11111g1'IIHa11II4PIq II IIqu11111P191111111111111g11ugIup11111 11 flIUI!IIIPPPIUPH IIIIIII�III C IIIIIIUIIIIIpII0pII11IIIIIJIIIIit IIIIII .IIIIIIIIIIIIIIIIIIIIIIiIHI III THE PRESERVE AT MUSTANG ISLAND UNIT 1 mrs swoons 4119 Om emealma December 17, 2008 NaismithEngineering,Ytroc ENGINEERING SENVIRONMENTAL IN SURVEYING ESTABLISHED 1949 Dan McGinn, Project Manager Department of Development Services City of Corpus Christi P.O. Box 9277 Corpus Christi, Texas 78469 Re: Sanitary Sewer Trust Fund Reimbursement Zahn Road Lift Station and Force Main, Corpus Christi, Texas Mr. McGinn: In association with the The Preserve at Mustang Island (Tortuga Dunes), the City has required the construction of a Sanitary Sewer Lift Station and Force Main in accordance with the Wastewater Collection System Master Plan for the Whitecap WWTP Service Area. A Design Memorandum has been approved by City staff and all necessary easements have been obtained from both private and public entities and construction drawings have been reviewed and approved. We have publicly bid the project and selected a contractor for construction. The layout of the lift station and force main are attached in Exhibit A. Section V.B.6. f) (3) of the Corpus Christi Platting Ordinance allows for Developers to install sanitary sewer trunk force main extensions and section V.B.6. f) (4) allows for Developers to install lift stations to meet the established design standards for ultimate development. The ordinance allows the developer to be repaid by either a credit against lot/acreage fees or reimbursed if the cost is greater than the fees. Therefore, since the fees were paid in full at time of platting, in accordance with the Developer's Agreement approved by the City Council on February 19, The Preserve at Mustang Island LLC is requesting full reimbursement of the project costs. The total project cost for this Lift Station and Force Main is $2,457,890.25 based upon actual bid prices and is included as Exhibit B. We request the reimbursement for this contract be placed upon the City Council's agenda for consideration and approval. if you have any questions or comments please feel free to contact me at (361) 883 -3903. Sincerely, NAISMITH ENGINEERING, INC. Craig ` Thom )rson, P.E. Project Engineer %AIMS•:IM RD lilt Stlo•tRENBURSEME\TeC0812l7 Reithumntni Etq.mAloe 4501 Gollihar Road. Corpus Christi, TX 78411 is 800-677-2831 361- 814 -9900 Fax 361-814-4401 o naismith- engineering.com —236— (Exhibit C EXEUBC A PROJECT LAYOUT :diSMIT'; ?. ENG!_iEEftiNG. [NC. • GtR VIp08REttR R3q RUK..S4N. t merw:ma C SVttyterAI Pa4SCan '4HN nOA01.!ir STkT'CN CESIO TACHC4,:.;}it CORPUS CHRISTI. TEXAS —237— Exhibit C Contractor Estimate for Partial Payment EaNaismith Engineering,Inc 1501 GAIIIhtr Road Corpus Christi, TX 78611 16•8146900 Peg 1614144101 Title: Zahn Road Lift Station & Force Main NEI #: 7818 Date Award: Original Contract Amount: Total Change Order Amount: Adjusted Contract Amount: September 2, 2008 32,457,890.25 30.00 32,457,890.25 NEI Engineer: Craig B. Thompson, P.E. NEI Contact: Thomas Tiffin Estimate #: SAMPLE For Pay Period Thru: XX/XX/200X Date Contract Commenced: Original Contract Days: Change in Contract Days: Adjusted Contract Days: Date: Inspected By: 240 0 240 Working Days Working Days Working Days Owner: The Preserve at Mustang Island, L.L.C. Contact: Barrett Allison 1300 S. Mopac Expressway Austin, Texas 78746 Phone: (512) 422 - 2209 Address: Contractor: Contact: Address: Phone: Big State Excavation Gary Meurer PD Box 260297 Corpus Christi, Texas 78410 (36I) 537. 5013 A. AMOUNT OF ORIGINAL CONTRACT ITEMS COMPLETED TO DATE: Lilt Station ITEM SO. DESCRIPTION C UANITIC QILINTITY UNIT TE cn.m ICE IXIT RACE Tom,. COST 1 Stabilized Construction Entrance & Exit 1 ! EA i t I 52.000.00 52,000.00 2 Reinforced Filter Fabric Fence 333 ! LF " 333 1 32.00 S666.00 3 Flay Bales 1 LS 1 -f $1,000.00 33,000.00 53,000.00 $1,000.00 3960.00 S3,000.00 4 Site Clearing and Stripping 0.32 I i i AC LS ! 0.32 I E 1 5 Site Grading 1 6 Lift Station and Appurtenances 1 1 LS I 1 3580,000.00 $50,000.OJ 3140,000.00 3580,000.00 $50,000.00 3140,000.00 7 Dewatering1 Well Pointing for Lift Station and Appurtenances Installation l LS I 8 Odor Control 1 1 LS 1 1 1 9 8" Gravity Sanitary Sewer 1 1 0 i LF i 1 1 0 1 $140.00 315,400.00 10 8" End Plug 2 EA 1 2 i 3100.00 3200.00 11 12" Gravity Sanitary Sewer 70 j LF 1 70 $160.00 311,200.00 12 Sanitary Sewer Fiberglass Manhole 5' Diameter a 191 - 21' Depth I EA 1 1 520,000.00 820,000.00 13 Tie to Public Sanitary Sewer Manhole Stub Out 1 LS 1 32,500.001 $2,500.00 14 Dcwatcring / Well Pointing for Sanitary Sewer Gravity Line Installation 1 i I LS 1 $1,000.00 51,000.0C 15 Trench Safety 300 i LF LF 200 130 SI5.001 S3,000.00 $20.001 32,600.00 16 PVC Pressure Pipe -4" 130 17 Dual Water Service Connection 1 ' EA 1 32.500.001 32,500.00 18 Connection to Existing 8" Water Pi re 1 1 LS LS SY SY 1 i 1 208 32,500.001 52. 500.00 S10,000.001 510,000.00 19 Crushed Limestone on Landscape Fabric - 6" 1 Reinforced Concrete Pavement - 5" 208 ! 20 3130.00; 327,040.00 21 I-IMAC Pavement Repair for Street Improvements 7 , 7 I $275.x01 S1,925.00 22 Cantilever Gate with Card Reader 1 LS LF 1 i 197 532,000.00! S32_000.04 3500.00; 398,500.06 23 Concrete Masonry Wall with Footing 197 SCADA RTU Panel for Two Pump Lift Station w; 24 Flow by Rabelais Instrument & Electrical 1 Constructors 1 LS ! 1 335,000.00: $35,000.0C - -- -- Page 1 of 3 —238— 'Exhibit D Title: Zahn Road Lift Station & Force Main rgEl #: 7818 Estimate 0: SAMPLE For Pay Period Thru: XX/XX/200X Force Main II E31 M. DESCRIPTION Or iN El TN UNIT QC UNTITT COMPLETE (-EINEM %CT C.SIT yank TOTAL COST 1, 3.6 27 Reinforced 1' ilter Fabric Fence Straw Bale Fence (Force Min) 4" PVC A W WA C900-DR I 8- I 50p3i Force Main 4" HOPE - 150psi Force Main 4,605 1 LF LS 4,605 1 1 52.001 $9,210.01; 1 5200.001_ 5200.00 7,124 L[' LF 7 114 1 $18.001_ _ 1 55.00L I $400.001 S128.232.0C 57.000.0C 28 [ 1.400 1,400 29 4" PVC A W WA C907 Class 1 50 Fittings 13 EA 13 55.200.00 30 4" Air Release Valve 3 EA • 3 , $4,000.001 512,000.00 31 6" PVC AWWA C900-DR I 8-130.1 Force Main 7,124 _ LF 7,124 , 52 LOOL i 59.001 i $450.001 i 54,000.00t— , $5,000.00n , $16.00E 516.001 52.001 5200.000.001 5100.001 $ I 40.00L $150.001 5149,604.00 $12,600.0C 55,850.0C 512,000.00 $10,000.00 .1 ,.. 6" HDPE- 150, I Force Main 1.400 LE 1,400 13 .3 2 33 " PVC AW WA C907 Class150 Fittings 13 6" Air Release Valve 3 EA EA 34 35 Packe Channel Casino Connection , 2 EA 36 r HDPE - I 50psi Pipe "A" 8" HOPE • 150psi Pipe "B" 2" HDPE - 150psi Pipe "D" Packery Channel Bundling HMAC Paveinent Repair for Street Improvements 1.400 : 1,400 1 1,400 : I : 69 : 66 LF LE LF LS SY SY 1,400 1,400 I 400 1 69 66 522,400.00 52 800.00 3200,000.00 56,900.00 59,240,0L $4.050.00 37 38 39 40 41 42 Driveway Repair tor Force Main Force Main Markers i 27 EA 27 43 Connection to Existing Manhole : 1 Anti-Flotation Devices 1 LS LS 1 1 52,700.00i $800,00r 52,700.00 $800.00 I- 5500.09 _ 44 41 Dewatering / Well Pointing for Force Main 1 Installation LS 1 $500.001 Easement Acquisition 11 Ell O. arscuirtioN KANT I EY WOE v QANIm COMPLETE CON tRACT UNIT PRICE torn, COST S105,050.0d 42 ITexas General Land Office - Lin Station i 1 LS I $105,050.00 43 'Texas General Land Office - Force Main 1 l LS __ 1 5125,050.00 S125.050.0011 L v50,000.00, $1.50,000.0 44 !Private Landowner - Force Main 1 L 1 Miscellaneous ITEM NO. I DESCRIPTION QUANTITY war QUANTITY COMPIXIE CON MCP eau PRICE TO rm. con 45 .. AEP Electrical Rehuirements 1 ____1.._ LS 1 I Professional Services 550,000.001 $50,000.0C ITENI NO. DESCRIPTION QUANTIIM I:sr r S- OCAS-111Y COMPLETE CON' I ma us I I' PRICE 46 !Engineering (7.5% ofeensiruction Cost) 47 I Tue2grapli lc Survey C.0% qf ninitnicur»r rose) I I LS 1 0 Wo 1 1 LS 100% S125,000.781 $125.000 78 $33,333.54 533,333_54 • 48 49 ITesting r&nstruction Administration 1 , LS • LS ' l.S : LS ; EA EA : EA , L S ' LS 1 ' i 100% 516,666.77 516.666.77 faowthpica0 Water Pollution Prevention Plan is‘k PP, Traffic Control Plan tn:Pi Engineers Penult Beachfront Construction Certificate !I:coOf - Unity...Pen-nit Easement Accillisi lion Administration ROW Surveying., Parcel Descriptions, & Maps 1 I 100% 100% 100% 1 I / 100% 100% 100% 516.666.77 $7,500.00. 55.000.00 $8,000.00 54,000.00 53.000.00 S 1 1.403.00 SI 0,500.00 516,666.77 57,500.0C 55.000.0C 58,000.0C 54.000.0C 56,000.0C $ I I ,403 AC $10.500.09 5117,04259 30 !Storni -- . 51 I 52 1CorpLof 53 54 55 I 55 I CC 1 ! I 1 1 ' 2 ] 1 ! I : 5% riirnIaw.T (In DrIn oNnNu $117,042.39: Page 2 of 3 -239- Title: Zahn Road Lift Station & Force Main NEI n: 7818 Estimate t*: SAMPLE For Pay Period Thru: XX/XXJ200X Page 3 of 3 -240- CONTRACT STATUS £ Y F.STINR It DO. QESCRIP1 ION CONTRACT00SC CHARGED Swsla ,0101NT Or r.+f' +rE?'r,wrxmu7fo ror,I. CUSP SUMMARY OF WORK PERFORMED: B. AMOUNT OF CHANGE: ORDER ITEMS COiMPLETED TO DATE: DESCRIPTION oE4vrrrl fool\ Crt NI 11'F.>I CO. ne,mm� UI 11r11'1' 1'SI'f CLL,IVLEIE PRICE Torus A Amount of Original Contract Items Completed to Date $2,457,890.25 13 Amount of Change Order Items Completed to Date -- -- '- - $0.00 C Sub -Total 6t +BI 52,457,890.25 D Less: Amount Retained (Se lion 30115.Agrecmentl 1 0% $0.00 E Materials Stored at Close of Period ISencdutc AuacI cdl i i Net Amount Earned on Contract to Date LC • D + El L 0 Total Payments Previously Authorized 1 I I II BALANCE DUE THIS PAYMENT IF -GI so.ocl ANIOUNT OF CHANGE ORDER ITEMS COMPLETED TO DATE Page 3 of 3 -240- CONTRACT STATUS £ Y F.STINR It DO. QESCRIP1 ION CONTRACT00SC CHARGED Swsla ,0101NT Or r.+f' +rE?'r,wrxmu7fo I SUMMARY OF WORK PERFORMED: Irea,NO. DESCRIPTION Torus A Amount of Original Contract Items Completed to Date $2,457,890.25 13 Amount of Change Order Items Completed to Date -- -- '- - $0.00 C Sub -Total 6t +BI 52,457,890.25 D Less: Amount Retained (Se lion 30115.Agrecmentl 1 0% $0.00 E Materials Stored at Close of Period ISencdutc AuacI cdl $0.0C F Net Amount Earned on Contract to Date LC • D + El S2,457,890.25 0 Total Payments Previously Authorized $0.00 II BALANCE DUE THIS PAYMENT IF -GI 52,457,890.25 Page 3 of 3 -240- CONTRACT STATUS £ Y F.STINR It DO. QESCRIP1 ION CONTRACT00SC CHARGED Swsla ,0101NT Or r.+f' +rE?'r,wrxmu7fo I I{_ i- -- L 4 — - --.. — --- -- ... - -- -- I -- -- '- - - -- I -- _ - _. - 9 10 Total Contract Days Charged 0 Total Authorized Balance S0.00 $2,457,890,25 Contract Days Remaining 240 Contract Page 3 of 3 -240- APPLICATION FOR LIFT STATION and FORCE MAINS CONSTRUCTION AND REIMBURSEMENT AGREEMENT I, the undersigned officer of the Manager of The Preserve at Mustang Island LLC, a Delaware limited liability company, owner and developer of the proposed "The Preserve at Mustang Island, Unit I" Subdivision, hereby request reimbursement of $2,457,890.25 for the installation of the lift station and two force mains in conjunction with "The Preserve at Mustang Island, Unit 1" Subdivision, as provided for by City Ordinance No. 17396. Said $2,457,890.25 is the construction cost, including engineering cost, as shown by the cost supporting documents attached herewith. The Preserve at Mustang Island, LLC By: Forestar (USA) Real Estate Group Inc., its sole Manager By: Darlene Louk, Vice President(Developer) :A^ THE STATE OF TEXAS )( COUNTY OF TRAVIS )( This instrument was acknowledged before nie on By Darlene Louk, as Vice President of Forestar (USA) Real Estate Group Preserve at Mustang Island LLC, a lipiited liability company, on behalf of i rr —c Notary Public in and for the State of Texas (Date) S January 4 , 2009, Inc., as Manager of The said Company. .r 11:‘ BRIAN C. RIDER !, Norary Public. State or Texas My Commission Expires March 05, 2013 —241— Exhibit E CERTIFICATION The information submitted with this application for reimbursement has been reviewed and determined to be correct. Reimbursement is subject to: (a) sufficiency of funds in the (Trunk Line) (Collection Line) Trust Fund, and (b) approval and appropriation by the City Council. Development Services Engineer (Date) —242— CONSTRUCTION AND REIMBURSEMENT AGREEMENT Tortuga Dunes /Zahn Road /Packery Channel Development Area Wastewater Lift Station and Force Main Improvements THE STATE OF TEXAS COUNTY OF NUECES This Construction and Reimbursement Agreement ( "Agreement ") is entered into between the City of Corpus Christi ( "City "), a Texas home -rule municipal corporation, P.O. Box 9277, Corpus Christi, Texas, 78469 -9277, and Forestar (USA) Real Estate Group Inc., a Delaware corporation duly authorized to do business in Texas ( "Developer "), whose headquarters is located at 6300 Bee Caves Road, Building Two, Suite 500, Austin, Texas 78746. WHEREAS, Developer in compliance with the City Platting Ordinance, has filed a plat to develop a tract of land of approximately 33.53 acres called The Preserve at Mustang Island, Unit 1, along Zahn Road, as shown in the attached EXHIBIT 1; WHEREAS, the City's Whitecap WWTP Service Area Master Plan requires the construction of a lift station and dual force mains in order for the Packery Channel Development Area and The Preserve at Mustang Island, Unit 1, and adjacent areas in Whitecap WWTP Service Area 11 to have sanitary sewer service; WHEREAS, the provision of central wastewater service and additional area infrastructure improvements are necessary to timely advance the joint development goals of the Packery Channel Development Area, as intended by the City and the General Land Office of the State of Texas, and as enumerated in the Padre Island Action Plan; WHEREAS, the lift station and dual force mains are not in place at this time, but these improvements are included in the City's Wastewater Treatment Plant Master Plan for the Whitecap WWTP Service Area, to provide City wastewater service to Service Areas 11 and 12; WHEREAS, under the Platting Ordinance, the Developer is responsible for construction of the lift station and dual force mains; WHEREAS, under the Platting Ordinance, the Developer is eligible for full reimbursement of the Developer's costs incurred for the construction of the lift station and dual force mains on behalf of the City; WHEREAS, it is essential that the lift station and dual force mains be constructed in connection with The Preserve at Mustang Island, Unit 1, development for service to be provided upon completion of The Preserve at Mustang Island, Unit 1; and WHEREAS, it is to the best interest of the City and the Developer for the Zahn Road Lift Station and dual force mains be constructed in accordance with the City of Corpus Page 1 of 8 Trust Fund ReimbAgrment - Zahn Road LS FM rjr -bcr 0302200943— Christi Ordinances as specified in the Wastewater Treatment Plant Master Plan for the Whitecap WWTP Service Area and within the Zahn Road Lift Station and Force Main Design Memorandum; NOW, THEREFORE, for and in consideration of the mutual covenants in this Agreement, the parties do covenant and agree as follows: 1. REQUIRED CONSTRUCTION The Developer shall construct the Zahn Road Lift Station and Dual Force Mains under the Design Memorandum as required for the Packery Channel Development Area, the Preserve at Mustang Island and for additional adjacent property in Service Areas 11 and 12, in compliance with the City's Platting Ordinance and under the plans and specifications approved by Development Services Engineer. 2. PLANS AND SPECIFICATIONS a. The Developer has contracted with a professional engineer, Naismith Engineering, Inc., who were acceptable to the City's Development Services Engineer, which firm has prepared and obtained the January 22, 2008 approval of the City's Development Services Engineer for the Zahn Road Lift Station and Force Main Design Memorandum; which firm has also prepared detailed plans and specifications for the Zahn Road Lift Station and Force Mains, with the following basic design parameters: (1) LIFT STATION: (a) Lift station structure designed for ultimate capacity of 0.6 MGD. (b) Pump installation and design will be based on the following phasing with Developer installing Phase 1 as part of this Agreement: (i) Phase 1 initial design Q = 121 GPM. (ii) Phase 2 add force main capacity Q =277 GPM (iii) Phase 3 add Svc. Area 12 flows Q =418 GPM or 0.6GPD. (2) DUAL SANITARY SEWER TRUNK FORCE MAINS: (a) Install 7,124 feet of 4" PVC and 1,400 feet of 4 "HDPE sanitary sewer force main line and appurtenances. (b) Install 7,124 feet of 6" PVC and 1,400 feet of 6" HDPE sanitary sewer force main line and appurtenances. (c) At the Packery Channel crossing, install four (4) additional pipes in the existing channel crossing sleeve, each 1,400 feet long, three (3) of 8" HDPE, and one (1) of 2" HDPE, and appurtenances. Page 2 of 8 Trust Fund ReimbAgrment - Zahn Road LS FM rjr -bcr 03020/94_ (d) The force mains described in subparagraphs (a), (b), and (c) of this paragraph will begin at the Zahn Road Lift station and end at an existing wastewater manhole located at a point across South Padre Island Drive (Park Road 22) designated by the City, where they will terminate at an existing manhole. The size of the force mains were dictated by the design as approved by the City of Corpus Christi. b. The plans and specifications for the lift station and dual force mains are those prepared by Naismith Engineering, Inc., under Job No. 7818, dated and sealed on June 5, 2008. 3. SITE IMPROVEMENTS. Prior to construction of the lift station and dual force mains, Developer shall acquire from General Land Office (for the Permanent School fund) the two sewer easements and from a private landowner one sewer easement to permit the dual force mains to be connected across Packery channel to the City of Corpus Christi Whitecap sewage collection system at a manhole located at a point adjacent to South Padre Island Drive (Park Road 22) as identified and directed by City of Corpus Christi. These easements will be granted to the City of Corpus Christi or upon City acceptance of improvements dedicated to the City of Corpus Christi, as instructed by the City. 4. PLATTING FEES. Developer shall pay to the City of Corpus Christi the required acreage fees and pro -rata fees as required by the Platting Ordinance, if any. 5. DEVELOPER AWARD CONTRACT FOR IMPROVEMENTS. Developer has taken bids for the work under the requirements of the City of Corpus Christi, and shall award a contract and complete the lift station and force mains, under the approved plans and specifications, no later than 270 working days after the date of approval of this Agreement by the City of Corpus Christi (subject to extension for force majeure delays). 6. TIME IS OF THE ESSENCE. Time is of the essence in the performance of this agreement. 7. DEFAULT. a. The following events constitute default: 1. Developer fails to award a contract for the construction of the project, under the approved plans and specifications, by the 30th calendar day after the date of approval of this Construction and Reimbursement Agreement by City Council. 2. Developer's contractor does not reasonably pursue construction of the project under the signed bid documents accompanying the approved plans and specifications. 3. Developer's contractor fails to complete construction of the project, according to the approved plans and specifications, on or before 240 work days after receiving notice to proceed (subject to extension for force majeure delays). Page 3 of 8 Trust Fund Re imbAgmient - Zahn Road LS FM rjr -bcr 0302200 45_ b. In the event of default, the City has all its common law remedies in addition to the following: 1. Cancellation of this reimbursement agreement after notice and opportunity to cure as provided herein. 2. Refusal to record plat(s) or issue any certificate of occupancy for any structure to be served by the project. 8. THIRD -PARTY BENEFICIARY. Developer's contracts with the professional engineer for the preparation of the plans and specifications for the construction of the project, contracts for testing services, and with the contractor for the construction of the project must provide that the City shall be a third party beneficiary of each contract. 9. PERFORMANCE AND PAYMENT BONDS. Developer shall require its contractor for the construction of the project, before beginning the work, to execute to Developer and the City a performance bond if the contract is in excess of $100,000 and a payment bond if the contract is in excess of $25,000. The performance and payment bond must comply with Texas Government Code, Chapter 2253, and must be in the form and substance as attached to this agreement. The performance and payment bond must name Developer and City as joint obligees. 10. NOTICE AND CURE. a. Any notice or other communication required or permitted to be given under this Agreement must be given to the other Party at the following address: 1. If to the Developer: Forestar (USA) Real Estate Group Inc. 6300 Bee Caves Road, Building Two, Suite 500 Austin, Texas 78746 Attn: Wayne McDonald, Senior Vice President With copy to: Forestar (USA) Real Estate Group Inc. 6300 Bee Caves Road, Building Two, Suite 500 Austin, Texas 78746 Attn: General Counsel Page 4 of 8 Trust Fund ReimbAgnnent - Zahn Road LS FM rjr -bcr 03022009 —246— 2. If to the City: City of Corpus Christi 1201 Leopard Street (78401) P. 0. Box 9277 Corpus Christi, Texas 78469 ATTN: Assistant City Manager Development Services b. Should Developer fail to perform any obligation or duty of this agreement, the City shall give written notice to Developer, at the address stated above, of the need to perform the obligation or duty, and should Developer commence to perform the obligation or duty within 25 days after receipt of such notice, and continue such performance with diligence, then no event of default shall be deemed to have occurred. c. But if Developer should fail to perform or commence to perform the required obligation or duty within 25 days of receipt of the notice, the City may perform the obligation or duty, charging the cost of such performance to Developer by reducing the reimbursement amount due Developer. d. In the alternative, in the event of Developer's failure to cure or commence to cure any such breach within 25 days after receipt by Developer of a second notice in writing from City of the need to perform the obligation or duty, the City may terminate this agreement. e. If City has performed an obligation or duty of Developer, then Developer shall pay to City the cost of such performance within 30 days from the date Developer receives written notice and substantiation of the cost to City of such performance. f. Notice required by the paragraph may be by United States Postal Service, First Class Mail, Certified, Return Receipt Requested, postage prepaid; by a commercial delivery service that provides proof of delivery, delivery prepaid; or by personal delivery. g. The provision for notice and cure contained in this agreement do not apply to a default under Section 7(a) of this agreement. h. The dates for completion of the lift station and dual force mains may be extended for each day that completion is delayed by inability to obtain labor or materials, weather making the work impracticable, acts of God, or other forces beyond the control of Developer (but not financial inability). These causes of delays are called "force majeure ". 11. WARRANTY. Developer shall have contractor execute a warranty of the workmanship of the lift station and dual force mains for a period of one year from and after the date of acceptance of the facilities by the Development Services Engineer. The warranty must be assigned and transferred to the City upon completion of this project. Page 5 of 8 Trust Fund ReimbAgrment - Zahn Road LS FM rjr -bcr 03022_0147_ 12. REIMBURSEMENT a. Subject to availability of funds in the Sanitary Sewer Trunk System Trust Fund, and the appropriation of the funds by the City Council, the City will reimburse the Developer 100% of the cost of the lift station and dual force mains, including in the calculation of such cost, but not limited to the following items: The payments to a contractor for the construction and installation of the lift station and dual force mains, costs of permits and inspection fees, costs of design and construction inspection, costs of easements from General Land Office and private parties, and the costs of environmental permitting, but not including the costs of mitigation of impacts. The costs to be reimbursed are those described on "Project Costs - Exhibit B" prepared by Naismith Engineering, Inc., and attached hereto. The City will, contingent on collection of sewer acreage and lot fees, continue to deposit funds into the Sanitary Sewer Trunk System Trust Fund consistently with past practices. b. If funds are available and appropriated during the construction of the lift station and dual force mains, the City agrees to reimburse the Developer on a monthly basis and upon invoicing for work performed. Reimbursement of eligible costs will be made by the later of within 15 days from the date of invoice or 15 days from funds becoming available and appropriated. c. To be eligible for reimbursement, the work completed to date must comply with the approved plans and specifications, and have been inspected and are acceptable by the City, which inspection and acceptance will not be unreasonably delayed, withheld or conditioned. d. If funds are not available or appropriated until after the work has been completed, the City will reimburse the Developer when the funds are available and appropriated in the Sanitary Sewer Trunk System Trust Fund. The order of reimbursement of un- reimbursed developers will be determined according to the dates the sanitary sewer trunk system construction and reimbursement agreements are approved by the City Council. Only two projects, being Bahia Vista Subdivision Unit I and 37 Industrial Park, are currently beneficiaries of dates of reimbursement agreements approved by City Council which are earlier than the lift station and dual force mains which are the subject of this agreement. 13. INDEMNIFICATION. Developer shall indemnify and hold harmless the City, its agents, officers, and employees (Indemnitees ") from all suits, actions, or claims and from all liability for any and all injuries or damages sustained by any person, including without limitation workers compensation, personal injury or death, arising from or incident to this lift station and dual force main construction. 14. DISCLOSURE OF OWNERSHIP INTEREST. Developer further agrees, in compliance with the City of Corpus Christi Ordinance No. 17112, to complete, as part of Page 6 of 8 Trust Fund ReimbAgrment - Zahn Road LS FM rjr -bcr 03022,pQ98 this Agreement, the Disclosure of Ownership interests form attached hereto as Exhibit uC» 15. AGREEMENT EFFECTIVE. This agreement becomes effective and is binding upon and shall inure to the benefit of the City and Developer, and their respective heirs, successors, and assigns from and after the date of execution. EXECUTED IN DUPLICATE originals, this day of , 2009. ATTEST: THE CITY OF CORPUS CHRISTI By: Armando Chapa 'Angel R. Escobar City Secretary City Manager APPROVED AS TO FORM: day of , 2009 By: R. Jay Reining First Assistant City Attorney THE STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on , 2009, by 'Angel R. Escobar, City Manager, City of Corpus Christi, Texas, a Texas home -rule municipal corporation, on behalf of the corporation. Notary Public, State of Texas Page 7 of 8 Trust Fund ReimbAgrment• -Zahn Road LS FM Tjr-bcr 03022009 (2).doc —249— DEVELOPER: FORESTAR (USA) REAL ESTATE GROUP INC. By: [NAME] [TITLE] .4f/ THE STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on i^i`WL k- I a , 2009, by lAayynt WDorwld , Senior Vice President of Forestar (USA) Real Estate Group Inc., a Delaware corporation on behalf of the corporation Notary Public, State of Texas •o;,,YZ�wq SOPHIA A. WILCOX `•` k i Nolary Pudic, Stale of Texas t. My CoiSuIon Expires ` ";E;py„n$1 MARCH 20, 2010 Page 8 of 8 Trust Fund ReimbAgrment - Zahn Road LS FM rjr -bcr 03022009 (2).doc —250— Project Costs - Exhibit B Ell Naismith Engineeringinc 9501 Gollihar Road. Corpus Christi, TX 78411 361. 814-9900 Fax 361.814-4401 Title: Zahn Road Lift Station & Force Main NEI 0: 7818 Date Award: Original Contract Amount: Total Change Order Amount: Adjusted Contract Amount: NEI Engineer: NEI Contact: September 2, 2008 $2,457,890.25 $0.00 $2,457,890.25 Craig B. Thompson, P.E. Thomas Tiffin Date Contract Commenced: Original Contract Days: Change in Contract Days: Adjusted Contract Days: Date: Inspected By: 240 0 240 Working Days Working Days Working Days Owner: Contact: Address: Phone: The Preserve at Mustang Island, L.L.C. Barrett Allison 1300 S. Mopac Expressway Austin, Texas 78746 (512) 422 - 2209 Contractor: Contact: Address: Phone: Big State Excavation Gary Meurer PO Box 260297 Corpus Christi, Texas 78410 (361) 537 - 5013 A. AMOUNT OF ORIGINAL CONTRACT ITEMS COMPLETED TO DATE: Lift Station ITEM NO. DESCRIPTION QUANTITY UNIT QUANTITY COMPLETE CONTRACT UNIT PRICE TOTAL COST I Stabilized Construction Entrance & Exit 1 EA I $2,000.00 $2,000.00 2 Reinforced Filter Fabric Fence 333 LF 333 $2.00 $666.00 3 Hay Bales 1 LS 1 $1,000.00 $1,000.00 4 Site Clearing and Stripping 0.32 AC 0.32 $3,000.00 $960.00 5 Site Grading 1 LS 1 $3,000.00 $3,000.00 6 Lift Station and Appurtenances 1 LS 1 $580,000.00 $580,000.00 7 Dewatering / Well Pointing for Lift Station and Appurtenances Installation 1 LS 1 $50,000.00 $50,000.00 8 Odor Control 1 LS 1 $140,000.00 $140,000.00 9 8" Gravity Sanitary Sewer 110 LF 110 $140.00 $15,400.00 10 8" End Plug 2 EA 2 $100.00 $200.00 11 12" Gravity Sanitary Sewer 70 LF 70 $160.00 $11,200.00 12 Sanitary Sewer Fiberglass Manhole 5' Diameter @ 19' - 21' Depth 1 EA 1 $20,000.00 $20,000.00 13 Tie to Public Sanitary Sewer Manhole Stub Out 1 LS 1 $2,500.00 $2,500.00 14 Dewatering/ Well Pointing for Sanitary Sewer Gravity Line Installation 1 LS 1 $1,000.00 $1,000.00 15 Trench Safety 200 LF 200 $15.00 $3,000.00 16 PVC Pressure Pipe - 4" 130 LF 130 $20.00 $2,600.00 17 Dual Water Service Connection 1 EA 1 $2,500.00 $2,500.00 18 Connection to Existing 8" Water Pipe 1 LS 1 $2,500.00 $2,500.00 19 Crushed Limestone on Landscape Fabric - 6" 1 LS 1 $10,000.00 $10,000.00 20 Reinforced Concrete Pavement -5" 208 SY 208 $130.00 $27,040.00 21 HMAC Pavement Repair for Street Improvements 7 SY 7 $275.00 $1,925.00 22 Cantilever Gate with Card Reader 1 LS 1 $32,000.00 $32,000.00 23 Concrete Masonry Wall with Footing 197 LF 197 $500.00 $98,500.00 24 SCADA RTU Panel for Two Pump Lift Station w/ Flow by Rabalais Instrument & Electrical Constructors 1 LS 1 $35,000.00 $35,000.00 —251— Paae 1 of 2 Title: Zahn Road Lift Station & Force Main NEI #: 7818 Force Main ITEM NO. DESCRIPTION QUANTITY UNIT QUANTITY COMPLETE CONTRACT UNIT PRICE TOTAL COST 25 Reinforced Filter Fabric Fence 4,605 LF 4,605 $2.00 $9,210.00 26 Straw Bale Fence (Force Main) 1 LS 1 $200.00 $200.00 27 4" PVC AWWA C900- DRI8- 150psi Force Main 7,124 LF 7,124 $18.00 $128,232.00 28 4" HDPE - 150psi Force Main 1,400 LF 1,400 $5.00 $7,000.00 29 4" PVC AWWA C907 Class150 Fittings 13 EA 13 $400.00 $5,200.00 30 4" Air Release Valve 3 EA 3 $4,000.00 $12,000.00 31 6" PVC AWWA C900- DR18- 150psi Force Main 7,124 LF 7,124 $21.00 $149,604.00 32 6" HDPE - 150psi Force Main 1,400 LF 1,400 $9.00 $12,600.00 33 6" PVC AWWA C907 Class150 Fittings 13 EA 13 $450.00 $5,850.00 34 6" Air Release Valve 3 EA 3 $4,000.00 $12,000.00 35 Packery Channel Casing Connection 2 EA 2 $5,000.00 $10,000.00 36 8" HDPE - 150psi Pipe "A" 1,400 LF 1,400 $16.00 $22,400.00 37 8" HDPE - 150psi Pipe "B" 1,400 LF 1,400 $16.00 $22,400.00 38 2" HDPE - 150psi Pipe "D" 1,400 LF 1,400 $2.00 $2,800.00 39 Packery Channel Bundling 1 LS 1 $200,000.00 $200,000.00 40 HMAC Pavement Repair for Street Improvements 69 SY 69 $100.00 $6,900.00 41 Driveway Repair for Force Main 66 SY 66 $140.00 $9,240.00 42 Force Main Markers 27 EA 27 $150.00 $4,050.00 43 Connection to Existing Manhole 1 LS 1 $2,700.00 $2,700.00 44 Anti - Flotation Devices 1 LS 1 $800.00 $800.00 41 Dewatering / Well Pointing for Force Main Installation 1 LS 1 $500.00 $500.00 Easement Acquisition ITEM NO. DESCRIPTION QUANTITY UNIT QUANTITY COMPLETE CONTRACT UNIT PRICE TOTAL COST 42 Texas General Land Office - Lift Station 1 LS 1 $105,050.00 $105,050.00 43 Texas General Land Office - Force Main 1 LS 1 $125,050.00 $125,050.00 44 Private Landowner - Force Main 1 LS 1 $150,000.00 $150,000.00 Miscellaneous ITEM NO. DESCRIPTION QUANTITY UNIT QUANTITY COMPLETE CONTRACT UNIT PRICE TOTAL COST 45 AEP Electrical Requirements 1 LS 1 $50,000.00 $50,000.00 Professional Services ITEM NO. DESCRIPTION QUANTITY UNIT QUANTITY COMPLETE CONTRACT UNIT PRICE TOTAL COST 46 Engineering (7.5% of Construction Cosi) 1 LS 100% $125,000.78 $125,000.78 47 Topographic Survey (2.0 %ofConstructionCost) 1 LS 100% $33,333.54 $33,333.54 48 Construction Administration 1 LS 100% $16,666.77 $16,666.77 49 Testing (Geoiechnical) 1 LS 100% $16,666.77 $16,666.77 $7,500.00 50 Storm Water Pollution Prevention Plan (SWPPP) 1 LS 100% $7,500.00 51 Traffic Control Plan (TCP) 1 LS 100% $5,000.00 $5,000.00 52 Corps of Engineers Permit 1 EA 1 $8,000.00 $8,000.00 53 Beachfront Construction Certificate 1 EA 1 $4,000.00 $4,000.00 54 TxDOT - Uility Permit 2 EA 2 $3,000.00 $6,000.00 55 Easement Acquisition Administration 1 LS 100% $11,403.00 $11,403.00 55 ROW Surveying, Parcel Descriptions, & Maps 1 LS 100% $10,500.00 $10,500.00 56 Project Contingency 5% 100% $117,042.39 $117,042.39 —252— O.,ne City of Corpus Christi DEVEtOPMBti SEANCES 2406 Leopard First Floor Corpus Christi Texas 78408 Phone 361-826-3240 Special Services Phone 361 -826 -3573 Fax 361- 826 -3571 Planning Fax 361- 826 -3815 Project Management Fax 361 - 826 -4506 Building Fax 361 -826 -3973 Working Together To Build A Better Future City of Corpus Christi Attn: Angel Escobar City Manager's Office 1201 Leopard Corpus Christi, Texas 78401 Re: Case No BCCO209 -01 Dear Mr. Escobar: March 20, 2009 RECEIVED MAR 2 2009 CITY MANAGER'S OFFICE On March 18, 2009, the Corpus Christi Beach/Dune Committee held a public hearing on your request for construction of roadway improvements, additional turning lane, landscaping and re- paving on Zahn Road located on State Highway 361 approximately 0.25 miles north of Packery Channel for property described as approximately 2.2 acres with portions out of the William Bryan Survey Abs 45 & Balli Sur Abs 1998, 138.876 Acres Aka Tract 1; William Bryan Survey Abs 45 & Balli Survey Abs 1998, 39.819 Acres Aka Tract 4; William Bryan Survey 606 Ls 64, 102.0745 Acres (The Preserve At Mustang Island - future units) and The Preserve at Mustang Island Unit 1. After reviewing the facts and taking public testimony, the Committee approved your request for a Beachfront Construction Certificate. The Beachfront Construction Certificate is approved for a three year period, which will end on March 18, 2012. Prior to construction, an approved building permit will be required. If you have any questions, please contact me at (361) 826 -3240. Sincerely, /ej cc: Daniel McGinn " Craig Thompson �D ImM1c�Clp Robert Payne, AIC Sr. City Planner Exhibit G Senior Planner .. _ ____,nn.,nmmnrrmnn nnnrrnnnont n.,:,... t.. nnr 8 CITY COUNCIL AGENDA MEMORANDUM PRESENTATION AGENDA ITEM: Corpus Christi Convention and Visitors Bureau (CVB) Quarterly Report OUTSIDE PRESENTER(S): Name Title /Position Organization 1. Keith Arnold CEO CVB 2. 3. BACKGROUND: The Convention and Visitors Bureau briefs the City Council on current projects and activities on a quarterly basis. REQUIRED COUNCIL ACTION: None PowerPoint l 11 Supplemental Information ❑ -257- ra, z O U O u u) ra it F a�: �; c ~ (n N � n 'O Z m 0 �:. a) W 'O > a-C 0 0 W a% ' U "N. 01 O Ni a_ 0) N N C �:L a_ 0) N �t 0': (w _j (a ` 'r-1 00 . -C zM phi to =� t 0 nom: ([1 O L 0 .I 0 �-. U (a u-5-, c0 .c . 2o N r9 0 C >2,-,71 .; F6 0 O (a 0. 4) O 'C' U U D O 0 N (f L L M O O ro 0, c' �°-U C i c 0 cu Q' C _ UJ •- W (O O L O 2 fO pCp 0 ,10 O U U J N ) O ins; 1- O, O C . s_ _C H N .� 0 0 d U L U ++:. Z7-1 > N -� V1 vi M t 0 c0 L� ±—' c ' C _ � < > ' r w � . O ,C 4 ton L_ (O 0 L c0 !p 'p Y Z U >' >` C O Y N 0,..c C O -O 2 L O 0 L t_+ U N.. 0 r0 2 4 U as U= I— 0 I C l0 )( n p1 E L. N 01' CU C ; _ N O N U CO p a-) L x 1;; CO (� _ w CO a-) N 00 - L 1-1 CO U C U -' `-" � a A 44 �� 4 i 1- t c 3.. •••„)'i 0 C a) a) .= O -c "ff.) 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N _0..0 0.:C -0 Q) • =' N o _'6 Y m > N X CO .ca 0 = n - O . _;. jam,, -p 11) 0 C �?:.m 0 0 0 NO ATTACHMENT FOR THIS ITEM -267- 10 CITY COUNCIL AGENDA MEMORANDUM PRESENTATION AGENDA ITEM: Presentation by the Human Relations Department on the City's ADA Title II Transition Plan.. STAFF PRESENTER(S): Name Title /Position 1. Leon Bazar Director 2. Department Human Relations ISSUE: The City Council is to receive annual updates regarding the efforts made under the City's ADA Title 11 Transition Plan. BACKGROUND: Please see attached REQUIRED COUNCIL ACTION: None at this time. Additional Background XX Exhibits ❑ Leon Bazar Director of Human Relations -271- BACKGROUND INFORMATION Annual Update of ADA Title I1 Transition Plan Americans with Disabilities Act (ADA) 2008 The City of Corpus Christi's Title II ADA Transition Plan consists of accessibility improvement projects for cross - disabilities through the removal of barriers. This update of the Title I I Transition Plan efforts is presented by the following categories (as noted in the Transition Plan) of Public Facilities, Services /Activities /Programs, Public Curb Ramps, Site Development, Intergovernmental Agencies /Public Businesses, and Outreach and Training. Public Facilities The Goal in this area as reflected in the Transition Plan is to "...have the public facilities fully accessible within an estimated one year from the date of implementing this plan. When addressing all new and /or remodeling construction of facilities, the individual making decisions must consider the impact it will have on the Transition Plan and ADA accessibility requirements and comply with those requirements." Barrier removal projects for accessibility completed in 2006 within 26 city public facilities at an approximate expense of $600,000. Examples of the projects included compliant entrance ramps, accessible restrooms, counter modifications, directional signage, water fountain placement and height compliance, and addition of TDD devices, etc. Significant 2008 public facilities projects included: • City Hall - included additional sidewalk and ramp accessibility and definition of an accessible path into the facility. • Marina - included ADA accessible ramps, sidewalks, and parking, as well as defined ADA accessible path of travel. • Municipal Court Environmental Court — in cooperation with building owner, relocated ADA parking spaces, defined a direct path of travel, installed alternate doors and buzzers, and installed wheelchair accessible ramps in the courtroom area. • Southside Library — new construction that included ADA accessible restrooms, entrances, counters, and ADA parking. II. Services /Activities /Programs The Transition Plan identifies three categories of items in this area that include: 1) General public contact as part of the ongoing operations of the entity (e.g telephone contacts, office walk -ins, etc.) 2) Directly administered for program beneficiaries and participants (e.g., local government services or benefits) 3) Accessibility to employment activities (e.g., accessible location where Interviewing/Testing are conducted) In 2008 significant items in this area included: —272— • ADA Trash pick -up program increased by 40 new participants ( +17 %) to reflect total of 271 currently in program. There is no charge for this service for citizens that qualify. It is a coordinated effort of Human Relations and Solid Waste. • Mobi -Mat (temporary sidewalk) providing wheelchair accessibility at outdoor events was purchased. Coordinated effort of Human Relations and Parks & Recreation. • CAST (Catch A Special Thrill) fishing event for children with disabilities (ages 5 -17) was initiated with 19 children participating. Parks & Recreation and local businesses partnered to make this a successful event. • Sail Away program provided sailing experience and instruction for persons with disabilities — approximately 40 participants. Coordinated effort of Human Relations, Parks & Recreation Marina Operations, and Christus Spohn Hospital. • Committee For Persons With Disabilities (CFPWD) and Airport Staff conducted a site accessibility review of site that included review of parking, path of travel, restrooms, vending equipment, counters, etc. Minor improvements to office door and visitor area were implemented. • Portable wheelchair ramps, available through Human Relations, utilized at Buc Days and Election sites. • Summer Outdoor program featured captioned movies at Cole Park. Coordinated effort of Human Relations and Parks & Recreation. • ADA Parking Monitor program issued 864 citations in 2008 for illegally parking in ADA designated spaces. There are currently 8 volunteers working under the direction of CCPD and Municipal Court. This program has reduced the average number of citations from a monthly average of 115 in 2006 to 72 per month in 2008. • Zoom Text software (non- distorting magnification software), was added in Human Relations and Human Resources, for client/public assistance. III. Public Curb Ramps Per the Transition Plan, the prioritization of the construction of curb ramps that do not represent a physical barrier (architectural barrier) under Title II gives priority to walkways serving entities covered by the Act, including: • State and local government offices and facilities • Transportation • Places of public accommodation • Employers • Walkways serving other areas In addition to the noted priority sequence, curb ramp construction may occur under the Following circumstances: 1) completion of corners of an intersection where only some amps have been constructed, and 2) request by a citizen for any area where there is a demonstrated need. The Committee For Persons With Disabilities will continue to assist the City in reviewing and recommending curb ramp locations. Significant projects in 2008 that addressed and /or included curb ramp improvements: —273— • Weber (McArdle to Staples - East side) • Holly Road (near Kostoryz intersection) • Shoreline (to Buford and Cole Park) • Garcia Arts Education Center • Sanders Elementary • Neighborhood Clusters (Riverside, Nueces Bay /Buddy Lawrence, Nile Area, etc.) • Lindale /Chenoweth Drainage Improvement • Mansheim Area Drainage Improvement • Etc. Projects approved in 2008 or in construction reflecting curb ramp improvements include: • Staples (Leopard to Six Points) • Staples (Six Points to Louisiana) • Water Street (Downtown District) • North Port Avenue • Everhart Road (Phase 1 - Saratoga to Cedar Pass) • Greenwood Drive (Phase 1 - Gollihar to SPID) IV. Site Development Per Transition Plan, Development Services will continue to ensure access in new subdivision / commercial development by ensuring curb ramps are accessible and new construction and alterations meet all physical accessibility requirements. In 2008: • CFPWD reps participated in UDC sub - committees • Major development projects (e.g., La Palmera) were reviewed with CFPWD V. Intergovernmental Agencies /Public Businesses In 2008: • Joint City Engineering /RTA Projects Committee was formed that also included Human Relations, TxDOT, MPO, and CFPW participants. Monthly meetings focused on joint project opportunities (e.g., RTA Bus Stops, TxDOT Curb Ramps Project, etc.). • Joint project of Downtown Business District and Engineering Services addressed 'lifting" of 17 sidewalk accessibility barriers. • Centralized Home RAMP program with was initiated with Human Relations, Neighborhood Housing Program , CBCIL, Community Action, Kiwanis, and First United Methodist Church cooperatively coordinating the providing of home ramp assistance to citizens. VI. Outreach and Training In 2008, activities included: • Continuing training for new City employees, Customer Service Class employees, Supervisory Training class, and Career Development class employee participants in diversity awareness, ADA and Non - discrimination sensitivity, and People First Language. -274- • Partnered with DARS (Texas Department of Assistive and Rehabilitative Services) in sponsoring Disability Employment Awareness Month Conference. • Partnered with Coastal Bend Council of the Blind in Community Awareness / Recognition Luncheon. • Developed, with CFPWD, ADA Community Recognition Awards during ADA Anniversary Month (July) honoring RTA, MV Transportation ( "B" Line), and CBCIL (Coastal Bend Center for independent Living). • Participated (3 City Departments) in Disability Employment Awareness Month mentoring Day with Worksource Inc. • In cooperation with Engineering Services, Neighborhood Services, Development Services, and Parks & Recreation responded to 94 Accessibility Grievances, 32 ADA Public Accommodation complaints, and 24 requests for Technical Assistance. • Developed proposal for creation of H.B. 400 regarding a "grace period renewal" for expired ADA placards that will be presented in the Texas Legislature by Rep. Abel Herrero and Sen. Chuy Hinojosa. • Developed and presented PSA on ADA Sidewalk Accessibility. VII. Future Projects / Activities • Completion of Miracle League Baseball Field - joint project of Parks & Recreation and Rotary Clubs • Initiation of curb ramps project in response to litigation settlement • Initiation of TxDOT ramps project (approximately 500 +) • Development of local ordinance reference curb ramps requirements • Training of Development Services and Engineering staff at Texas Accessibility Academy • Initiation of CFPWD ADA Accessible Business Awards program • Enhancement of ADA Parking Monitors program • Passage of H.B. 400 through Texas Legislature House and Senate • Completion of Parks ADA Accessibility Review with National Parks Service • Evaluation of City facilities ADA accessibility status • Presentation (for approval) to City Council of ADA Title II Transition Plan revisions. -275- .. •• Human Relations Department ADA Title II Transition Plan 2008 Annual Update March 31, 2009 omponents • ADA Coordinator responsible for assisting in the implementation of the City's Transition Plan • Six basic sub - components Public Facilities - Services / Activities / Programs - Public Curb Ramps Site Development - Intergovernmental Agencies / Public Businesses - Outreach and Training —276— Accessibility Improvements in Pubhc Faciii ies Goal: • public facilities fully accessible (meaning provision of an accessible path of travel) • new and/or remodeling construction of facilities ...comply with accessibility requirements Accessibility Improvements in Public Facilities SIGNIFICANT 2008 PUBLIC FACILITIES PROJECTS INCLUDED: • City Hall • Marina • Municipal Court - Environmental Court • New Southside Library • New Southside Fire Station 4 —277— Accessibility Improvements in Services / Activities / Programs THREE CATEGORIES COVERED BY TITLE II INCLUDE: • General public contact • Directly administered • Accessibility to employment activities s Accessibility Improvements in Services / Activities / Programs • Mobi -Mat (temporary sidewalk) • CAST (Catch A Special Thrill) • Sail Away program • Committee For Persons With Disabilities (CFPWD) and Airport site accessibility review 6 —278— Accessibility Improvements in Services / Activities / Programs • ADA Trash Pick -up program • Portable wheelchair ramps • Summer Movie (captioned) Outdoor program • ADA Parking Monitor program • Zoom -Text (non - distorting magnification software) 7 Accessibility Improvements of Public Curb Ramps Per the Transition Plan ... - prioritization of the construction of curb ramps that do not represent a physical barrier (architectural barrier), Includes: 1. State and local government offices and facilities 2. Transportation 3. Places of public accommodation 4. Employers 5. Walkways serving other areas The Committee For Persons With Disabilities assists in reviewing and recommending curb ramp locations 8 —279— Accessibility Improvements of Public Curb Ramps Significant projects in 2008 that addressed and/or included curb ramp improvements: • Weber (McArdle to Staples - East side) • Holly Road (near Kostoryz intersection) • Shoreline (to Buford and Cole Park) • Garcia Arts Education Center • Sanders Elementary School Area • Neighborhood Clusters (Riverside, Nueces Bay /Buddy Lawrence, Nile Area, etc.) • Lindale /Chenoweth Drainage Improvement • Mansheim Area Drainage Improvement • Etc. 9 Accessibility Improvements of Public Curb Ramps Projects approved in 2008 or in construction including curb ramp improvements include: • Staples (Leopard to Six Points) • Staples (Six Points to Louisiana) • Water Street (Downtown District) • North Port Ave. • Everhart Rd. (Phase 1 - Saratoga to Cedar Pass) • Greenwood Dr. (Phase 1 - Gollihar to SPID) • Cimarron Phase 1 - Saratoga to Yorktown) • Wooldridge Phase 2 - Airline to Rodd Field Rd. 10 —280— Accessibility Improvements in Site Development Per the Transition Plan ... Development Services will ensure: - access in new subdivision /commercial development - new construction and alterations meet all accessibility requirements. In 2008: • CFPWD reps participated in UDC sub - committees • Major development projects (e.g., La Palmera) were reviewed with CFPWD 11 Accessibility Improvements in Intergovernmental Agencies / Public Businesses • Joint City Engineering / RTA Projects Committee • Joint Downtown Business District and Engineering Services sidewalk "lifting" project • Centralized Home RAMP program 12 —281— -282- Accessibility Improvements in Outreach and Training • City Supervisor /Employee Training • Disability Employment Awareness Month Activities - DARS and Texas Worksource • Coastal Bend Council of the Blind • CFPWD ADA Community Recognition Awards 13 -282- Accessibility Improvements in Outreach and Training • Responses to Accessibility Grievances, ADA Public Accommodation complaints, and requests for Technical Assistance • H.B. 400 • ADA Sidewalk Accessibility PSA 14 -282- Accessibility Improvements in Future Projects / Activities • Miracle League Baseball Field • Litigation curb ramps project • TxDOT ramps project • Local curb ramps requirements ordinance • Texas Accessibility Academy • CFPWD Accessible Business Awards program 15 Accessibility Improvements in Future Projects / Activities • ADA Parking Monitors program • H.B. 400 • National Parks Service ADA Accessibility Review • City facilities ADA accessibility re- evaluation • Transition Plan revisions 16 —283— City of Corpus Christi Human Relations Department www.cctexas.com (361) 880 -3190 TTY (361) 844 -1759 —284—