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HomeMy WebLinkAboutAgenda Packet City Council - 02/10/2015Corpus Christi Meeting Agenda - Final City Council 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com Tuesday, February 10, 2015 11:30 AM Council Chambers 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 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, habra 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 Nelda Martinez to call the meeting to order. B. Invocation to be given by Reverend Bruce Wilson, Church of Reconciliation. C. Pledge of Allegiance to the Flag of the United States to be led by Norma Davison, Customer Service Manager. D. City Secretary Rebecca Huerta to call the roll of the required Charter Officers. E. Proclamations / Commendations 1. 15-0108 Proclamation declaring February 2-6, 2015, "National School Counseling Week 2015" Proclamation declaring February 7, 2015, "Ronald McDonald House Charities of Corpus Christi 25th Anniversary" Proclamation declaring February 14, 2015, "The 6th Annual Barefoot Mardi Gras Parade Day" F. PUBLIC COMMENT FROM THE AUDIENCE ON MATTERS NOT SCHEDULED ON THE AGENDA WILL BE HEARD AT APPROXIMATELY 12:00 P.M. PLEASE LIMIT PRESENTATIONS TO THREE MINUTES. 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. Corpus Christi Page 1 Printed on 2/6/2015 City Council Meeting Agenda - Final February 10, 2015 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. G. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: a. OTHER H. EXECUTIVE SESSION: (ITEMS 2 - 3) 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 officer. 2. 15-0107 Executive session pursuant to Tex. Gov't Code 551071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to housing tax credit projects with discussion and possible action. 3. 15-0126 Executive session pursuant to Section 551.071 of the Texas Government Code for consultation with attorneys regarding fire collective bargaining negotiations and the Agreement between the City of Corpus Christi and the Corpus Christi Firefighters Association and term(s) thereof with possible discussion, resolution(s), and other actions in open session concerning any matters related thereto. I. MINUTES: 4. 15-0110 Regular Meeting of January 27, 2015 Attachments: Minutes - January 27, 2015 J. BOARD & COMMITTEE APPOINTMENTS: 5. 15-0109 Airport Board Corpus Christi Page 2 Printed on 2/6/2015 City Council Meeting Agenda - Final February 10, 2015 Building Code Board of Appeals Corpus Christi Convention and Visitors Bureau Crime Control and Prevention District Board Parking Advisory Committee Sister City Committee Attachments: 02-10-15 Board Packet K. 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. L. CONSENT AGENDA: (ITEMS 6 - 8) NOTICE TO THE PUBLIC: The following items are consent motions, resolutions, and ordinances of a routine or administrative nature. The Council has been furnished with background and support material on each item, and/or it has been discussed at a previous meeting. All items will be acted upon by one vote without being discussed separately unless requested by a Council Member or a citizen, in which event the item or items will immediately be withdrawn for individual consideration in its normal sequence after the items not requiring separate discussion have been acted upon. The remaining items will be adopted by one vote. 6. 15-0034 Hosting Services Agreement with AssetWorks LLC Motion approving the Hosting Services Agreement between AssetWorks LLC and the City of Corpus Christi based on sole source for a 36 month term for total amount of $119,100, of which $34,400.00 is required for the remainder of FY 2014-2015. Funds have been budgeted by Fleet Maintenance in FY 2014-2015. Attachments: Agenda Memo - Data Hosting Agreement Assetworks Hosting Agreement.pdf 7. 15-0083 First Amendment to the Business Incentive Agreement Sam Kane Beef Processors, LLC Resolution approving the First Amendment to the Business Incentive Agreement between the Corpus Christi Business and Job Development Corporation ("Type A Corporation") and Sam Kane Beef Processors, LLC ("Sam Kane") to accelerate the incentive payments for the creation and retention of jobs at their beef packing plant in the City of Corpus Christi extra territorial jurisdiction. Attachments: Agenda Memo - Sam Kane Resolution - Sam Kane Amendment One Amendment - Sam Kane Corpus Christi Page 3 Printed on 2/6/2015 City Council Meeting Agenda - Final February 10, 2015 8. 15-0054 Approving grant funds for the rehabilitation of the La Armada II Public Housing Complex Motion approving grant funds for the rehabilitation of the La Armada II Public Housing Complex, and authorizing the City Manager or his designee to execute an affordable housing agreement with the Corpus Christi Housing Authority. Attachments: Agenda Memo - CC Housing Authority M. PUBLIC HEARINGS: (ITEMS 9 - 11) 9. 15-0087 Public Hearing and First Reading Ordinance - Rezoning from Single -Family to Multifamily at 5409 Lipes Boulevard Case No. 0115-01 The Convent Academy of the Incarnate Word: A change of zoning from the "RS -6" Single -Family 6 District to the "RM -1" Multifamily 1 District, resulting in a change to the Future Land Use Plan from low density residential to medium density residential uses. The property is described as being 26.32 acres out of Lots 6 and 7, Section 6, Flour Bluff and Encinal Farm and Garden Tracts, located along the south side of Lipes Boulevard approximately 650 feet west of South Staples Street. Planning Commission and Staff Recommendation (January 14, 2015): Approval of the change of zoning from the "RS -6" Single -Family 6 District to the "RM -1" Multifamily 1 District. Ordinance: Ordinance amending the Unified Development Code ("UDC"), upon application by The Convent Academy of the Incarnate Word ("Owner"), by changing the UDC Zoning Map in reference to 26.32 acres out of Lots 6 and 7, Section 6, Flour Bluff and Encinal Farm and Garden Tracts, from the "RS -6" Single -Family 6 District to the "RM -1" Multifamily 1 District; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. Attachments: Agenda Memo - The Convent Academy of the Incarnate Word Ordinance - The Covent Academy of Incarnate the Word Presentation - The Convent Academy of the Incarnate Word Zoning Report - The Convent Academy of the Incarnate Word 10. 15-0088 Public Hearing and First Reading Ordinance - Rezoning from Residential Estate to Single -Family at 8410 S. Staples Street Case No. 0115-03 MPM Development LP: A change of zoning from the "RS -22" Single -Family 22 District to the "RS -15" Single -Family 15 District, not resulting in a change to the Future Land Use Plan. The Corpus Christi Page 4 Printed on 2/6/2015 City Council Meeting Agenda - Final February 10, 2015 property is described as Lots 1 through 7, Block 1 and Lots 1 through 28, Block 2, King Estates Unit 4, located near the southeast corner of South Staples Street (FM 2444) and South Oso Parkway. Planning Commission and Staff Recommendation (January 14, 2015): Denial of the change of zoning from the "RS -22" Single -Family 22 District to the "RS -15" Single -Family 15 District and, in lieu thereof, approval of a change of zoning to the "RS-22/SP" Single -Family 22 District with a Special Permit subject to three conditions. Ordinance: Ordinance amending the Unified Development Code ("UDC"), upon application by MPM Development LP and Miguel Pro ("Owners"), by changing the UDC Zoning Map in reference to Lots 1 through 7, Block 1 and Lots 1 through 28, Block 2, King Estates Unit 4 from the "RS -22" Single -Family 22 District to the "RS-22/SP" Single -Family 22 District with a Special Permit; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. Attachments: Agenda Memo - MPM Development LP Ordinance - MPM Development LP Ordinance w/SP - MPM Development LP Presentation - MPM Development LP Zoning Report - MPM Development LP 11. 15-0089 Public Hearing and First Reading Ordinance - Rezoning from Commercial, Office and Single -Family 6 to Single -Family 4.5, located north of Saratoga Boulevard (SH 357) and west of Norchester Drive. Case No. 0115-02 Superior H & H Development LLC: A change of zoning from the "CG -2" General Commercial District, "ON" Office District and "RS -6" Single -Family 6 District to the "RS -4.5" Single -Family 4.5 District, resulting in a change to the Future Land Use Plan. The property is described as being a 10 -acre tract of land out of Lot 2, Block 1, Saratoga Medical Center Subdivision and out of Lots 5 and 6, Section 9, Bohemian Colony Lands, located north of Saratoga Boulevard (SH 357) and west of Norchester Drive. Planning Commission and Staff Recommendation (January 14, 2015): Approval of the change of zoning from the "CG -2" General Commercial District, "ON" Office District and "RS -6" Single -Family 6 District to the "RS -4.5" Single -Family 4.5 District. Ordinance: Ordinance amending the Unified Development Code ("UDC"), upon application by Superior H & H Development LLC ("Owner"), by changing Corpus Christi Page 5 Printed on 2/6/2015 City Council Meeting Agenda - Final February 10, 2015 the UDC Zoning Map in reference to 10 -acre tract of land out of Lot 2, Block 1, Saratoga Medical Center Subdivision and out of Lots 5 and 6, Section 9, Bohemian Colony Lands, from the "CG -2" General Commercial District, "ON" Office District and "RS -6" Single -Family 6 District to the "RS -4.5" Single -Family 4.5 District; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. Attachments: Agenda Memo - Superior H & H Development Ordinance - Superior H & H LLC Presentation - Superior H & H Development LLC Zoning Report - H & H Development LLC N. REGULAR AGENDA: (ITEMS 12 - 13) The following items are motions, resolutions and ordinances that will be considered and voted on individually. 12. 14-001424 Second Reading Ordinance - Lease agreement with TCEQ for use of Oak Park and H. J. Williams Park for air monitoring station (1st Reading 1/13/14) (Requires 28 day delay) Ordinance authorizing the City Manager, or designee, to execute a five year lease agreement (with the option for one five year renewal) with the Texas Commission on Environmental Quality (TCEQ) for installation and operation of an air quality monitoring station on a 0.113 acre tract of land on Oakpark Park located at 842 Erwin Street, Corpus Christi,TX and a 0.038 acre tract of land on Bayview (H.J. Williams) Park, located at 2518 Dempsey Road, Corpus Christi, TX; providing for severance; and providing for publication. Attachments: Agenda Memo - Lease Agreement TCEQ Lease Agreement & Location Maps Ordinance - Lease Agreement TCEQ 13. 15-0055 Extending the time for completion of the waterpark for Upper Padre Partners, L.P., and North Padre Waterpark Holdings, LTD Approving a resolution regarding the City of Corpus Christi's Chapter 380 Economic Development Agreement with Upper Padre Partners, L.P., and North Padre Waterpark Holdings, LTD. (collectively, "Developer"), extending the time for completion of the waterpark on Padre Island in order for Developer's qualification for certain incentives under the agreement. Attachments: Agenda Memo - Waterpark 380 Extension Resolution - Schlitterbahn 380 Extension Letter from IBC Bank - Schlitterbahn Schlitterbahn Executed Chapter 380 Agmt 5-23-12 Corpus Christi Page 6 Printed on 2/6/2015 City Council Meeting Agenda - Final February 10, 2015 O. FIRST READING ORDINANCES: (ITEMS 14 - 18) 14. 15-0064 First Reading Ordinance - Accepting and appropriating a grant from the Coastal Bend Regional Advisory Council (RAC) for the WebEOC Ordinance authorizing the City Manager or designee to accept a grant from the Coastal Bend Regional Advisory Council in the amount of $10,000 for the benefit of the City's WebEOC operations; and appropriating $10,000 from the Coastal Bend Regional Advisory Council into the No. 1062 Fire Grant Fund to purchase equipment, services, technical support, training and travel for the Corpus Christi Fire Department's WebEOC. Attachments: Agenda Memo - RAC for WebEOC Ordinance - RAC for WebEOC Award Letter - RAC for WebEOC 15. 14-001447 First Reading Ordinance - Amending the Arts and Cultural Commission duties and the Permanent Art Trust Fund Ordinance amending the Code of Ordinances, City of Corpus Christi, Chapter 2 regarding Arts and Cultural Commission duties and the permanent art trust fund. Attachments: Agenda Memo - Permanent Art Trust ordinance Ordinance - 2-107 and 2-108 Amendment Attachment A - Public Art Collection list 16. 15-0041 First Reading Ordinance - First Amendments to the Lease Agreements for Southwest Airlines and American Airlines Ordinance ratifying and authorizing the City Manager to execute first amendments to the lease agreements with Southwest Airlines and Envoy Air (formerly known as American Eagle Airlines) to extend the term of the leases; authorizing and accepting an assignment of the lease from Envoy Air to American Airlines; providing for an effective date; providing for severance; and providing for publication. Attachments: Agenda Memo - Airline Lease Amendment Ordinance - Airline Lease Amendment 2015 vFinal3 Executive Summary - Airline Lease Extension American Airlines First Amendment and Assignment Southwest Airlines First Amendment American Airlines Lease Agreement 8-1-09 - 7-31-2014 Southwest Airlines Lease Agreement - 8-1-09 - 7-31-2014 17. 15-0065 First Reading Ordinance - Amending Chapter 2 of the City Code of Corpus Christi Page 7 Printed on 2/6/2015 City Council Meeting Agenda - Final February 10, 2015 Ordinances, regarding membership of the Water Resources Advisory Committee Ordinance to amend Chapter 2 of the City Code of Ordinances, regarding membership of the Water Resources Advisory Committee; to make minor revisions to the language of a member description; and to increase membership by one additional representative. Attachments: Agenda Memo- WRAC Ordinance Revision Ordinance - Water Resource Advisory Committee Ordinance v2 18. 15-0090 First Reading Ordinance - Lease Agreement with Corpus Christi Regional Transportation Authority for a Temporary Bus Transfer Station Site Ordinance authorizing the City Manager or designee to execute a seven (7) month lease agreement with Corpus Christi Regional Transportation Authority for the use of property bounded by Leopard, Sam Rankin, Mestina and Josephine Streets, for a temporary bus transfer station. Attachments: Agenda Memo - CCRTA Lease Agreement.pdf Ordinance - CCRTA Lease Agreement Location Map - CCRTA Lease Agreement Lease Agreement - CCRTA P. FUTURE AGENDA ITEMS: (ITEMS 19 - 27) The following items are for Council's informational purposes only. No action will be taken and no public comment will be solicited. 19. 15-0093 Interlocal Agreement for Staples Street Center Street Improvements (Mestina/Artesian Street Project) (Bond 2012) Resolution authorizing the City Manager or designee to execute an Interlocal Agreement with the Corpus Christi Regional Transportation Authority to construct the Mestina/Artesian Street Project in conjunction with the City's project, Staples Street from Morgan Avenue to IH 37 (Bond 2012). Attachments: Agenda Memo - Staples Street Center Street Imps.pdf Resolution - Staples Street Center Street Imps.pdf Prosect Budget - Staples Street Center Street Imps.pdf Location Map - Staples Street Center Street Imps.pdf Interlocal Agreement - Staples Street Center Street Imps.pdf Presentation - Staples Street Center Street Imps.pdf 20. 15-0023 Approving four (4) Job Order Contract Master Agreements for the Minor Construction, Repair, Rehabilitation and Alteration of Facilities Corpus Christi Page 8 Printed on 2/6/2015 City Council Meeting Agenda - Final February 10, 2015 Motion authorizing the City Manager or designee to execute a Master Agreement for Job Order Contracting (JOC) for a two-year term with option to renew administratively for up to three one-year periods, with no guaranteed minimum and a maximum aggregate of $2,000,000.00 in any one year; authorizing the City Manager or designee to execute all Job Order Contracts thereunder not exceeding $500,000.00 with the following: ❑ Alpha Building Corporation ❑ Cruz Maintenance & Construction, Inc. ❑ Haeber Roofing Company • JE Construction Services Attachments: Agenda Memo - Job Order Contracting JOC Master Agreement Alpha Building Corporation.pdf JOC Master Agreement Cruz Maintenance Construction.pdf JOC Master Agreement Haeber Roofing.pdf JOC Master Agreement JE Construction Services.pdf 21. 15-0024 Amendment No. 2 to the Engineering Support Services Contract for Wastwater Permit Assistance Motion authorizing the City Manager or designee to execute Amendment No. 2 to the engineering support services contract with RPS of Austin, Texas in the amount of $100,000 for a total restated fee not to exceed $218,500 for Wastewater Permit Assistance. Attachments: Agenda Memo - VVW Permit Asst Project Budget - WvV Permit Asst Location Map - VVW Permit Asst Contract - VVW Permit Assistance Presentation - VVW Permit Asst 22. 15-0036 Engineering Design Contract Amendment No. 1 for the La Voila Creek Drainage Channel Excavation Project Motion authorizing the City Manager, or designee, to execute Amendment No. 1 in the amount of $197,646.00 with Urban Engineering for the La Voila Creek Drainage Channel Excavation Project. Attachments: Agenda Memo LaVoila Creek Project Budget - La Voila Creek Location Map - La Voila Creek Presentation - La Voila Creek Contract - La Voila Creek COF La Voila Creek Corpus Christi Page 9 Printed on 2/6/2015 City Council Meeting Agenda - Final February 10, 2015 23. 14-001444 Termination of the Multiple Use Agreements for Heliport Parking Facility and Public Parking Facility located on State Highway 9/BS 44-D Resolution authorizing the City Manager or designee to execute two agreements to terminate two previously executed Multiple Use Agreements between the State of Texas and the City of Corpus Christi for the Heliport Parking Facility and the Public Parking Facility located on State Highway 9/BS 44-D. Attachments: Agenda Memo Heliport Public Parking Facility.pdf Resolution - Heliport Public Parking Facility.pdf Multiple Use Agreement- Heliport Parking Facility - TERMINATION.pdf Multiple Use Agreement - Public Parking Facility - TERMINATION.pdf Location Map - Heliport Public Parking Facility.pdf Presentation - Heliport Public Parking Facility.pdf 24. 14-001445 Termination of the Multiple Use Agreement for the Nueces Bay Causeway Bait Stand located within State ROW on US Highway 181 Resolution authorizing the City Manager or designee to execute an agreement to terminate a previously executed Multiple Use Agreement between the State of Texas and the City of Corpus Christi for the Nueces Bay Causeway Bait Stand located within State right-of-way on US Highway 181. Attachments: Agenda Memo - Nueces Bay Causeway Bait Stand.pdf Resolution - Nueces Bay Causeway Bait Stand.pdf Multiple Use Agreement Termination - Nueces Bay Causeway Bait Stand.pdf Location Map - Nueces Bay Causeway Bait Stand.pdf Presentation - Nueces Bay Causeway Bait Stand.pdf 25. 14-001414 Lease -Purchase of Rescue Pumper Motion approving the lease -purchase of one (1) rescue pumper from Siddons-Martin Emergency Group, Houston, Texas for a total amount of $599,750.00, of which $10,607.00 is required for the remainder of FY 2014-2015. The award is based on the cooperative purchasing agreement with the Texas Local Government Purchasing Cooperative (TLGPC). Financing for the lease -purchase will be provided through the City's lease -purchase financing contractor. Attachments: Agenda Memo - Rescue Pumper Price Sheet - Rescue Pumper.pdf 26. 15-0068 Flour Bluff Revitalization Plan Resolution of the City Council of the City of Corpus Christi, Texas Corpus Christi Page 10 Printed on 2/6/2015 City Council Meeting Agenda - Final February 10, 2015 adopting a Revitalization Plan for the Flour Bluff area which is bordered by the King Ranch to the South, and by water on three sides, the Laguna Madre to the East, Oso Creek and Bay to the West, and Corpus Christi Bay to the North; and providing an effective date. Attachments: Agenda Memo - Revitalization Plan Resolution Resolution - Flour Bluff Revitalization Plan Flour Bluff Revitalization Plan Exhibit A Map - FLour Bluff Revitalization Exhibit A Map notes - Flour Bluff Revitalization plan 27. 15-0067 Resolutions in support of five Affordable Housing developments to satisfy the requirement set forth by the Texas Department of Housing and Community Affairs (TDHCA). Discussion and possible action on resolutions in support of five Affordable Housing developments which will be applicants for 9% Housing Tax Credits administered by the Texas Department of Housing and Community Affairs (TDHCA): Liberty Shores Apartments, Callicoatte Cove Homes, River View at Calallen, Stonehenge Place and 911 Glenoak Apartments, each proposed project is located within the City of Corpus Christi, Texas. Attachments: Agenda Memo - HOME Resolutions Resolution - Liberty Shores Apartments Resolution - Callicoatte Cove Homes Resolution - River View at Calallen Apartments Resolution - Stonehenge Place Apartments Resolution - 911 Glenoak Apartments Presentation - Proposed Housing Tax Credits Developments Q. FUTURE CORPORATION MEETING: (ITEM 28) 28. 15-0084 Special Board Meeting of the Corpus Christi Housing Finance Corporation Special Board Meeting of the Corpus Christi Housing Finance Corporation Corpus Christi Page 11 Printed on 2/6/2015 City Council Meeting Agenda - Final February 10, 2015 Attachments: Agenda Memo - CCHFC Special Board Meeting CCHFC Agenda Minutes - CCHFC15-01 CCHFC Treasurers Report Resolution - Glenoak Loan Resolution - Callicoatte Cove Homes Resolution - River View Loan Resolution - Stonehenge Place Apartments Resolution - Liberty Shores Resolution - MCC Application Resolution - MCC Issue R. BRIEFINGS : (ITEMS 29 - 34) Briefing information will be provided to the City Council during the Council meeting. Briefings are for Council information only. Council may give direction to the City Manager, but no other action will be taken and no public comment will be solicited. 29. 15-0114 Discussion of Issuance of Certificates of Obligation for Solid Waste Attachments: Agenda Memo - Solid Waste CO's.pdf Presentation - SW Certificates of Obligation Five Year Solid Waste ProForma - For 2-10-15 Agenda.pdf 30. 15-0092 Bond 2008 Proposition Seven - Bayfront Master Plan Project Attachments: Agenda Memo - Bond 2008 Proposition Seven Update Part 2 Presentation - Bayfront Park Presentation 2-3-2015 31. 15-0020 Chaparral Street Improvement Project Attachments: Agenda Memo - Chaparral Street Improvement Update Presentation - Chaparral Street 32. 15-0095 Regional Youth Sports Complex Request For Proposal (RFP) Attachments: Agenda Memo - Sports Complex RFP Recommendation Memo - Sports Complex RFP Presentation - Sports Complex RFP final 33. 15-0097 ADA Sidewalk Improvements Attachments: Agenda Memo - ADA Sidewalk Imp ADA Sidewalk Improvements (02-10-15) REV 2 (2) 34. 15-0005 Downtown Area Development Plan - Development Incentives Corpus Christi Page 12 Printed on 2/6/2015 City Council Meeting Agenda - Final February 10, 2015 Attachments: Agenda Memo - Downtown ADP Presentation - DADP incentives S. LEGISLATIVE UPDATE: This item is for Council's informational purposes only. Council may give direction to the City Manager, but no other action will be taken and no public comment will be solicited. T. ADJOURNMENT Corpus Christi Page 13 Printed on 2/6/2015 Corpus Christi Meeting Minutes City Council 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com Tuesday, January 27, 2015 11:30 AM Council Chambers Public Notice - - THE USE OF CELLULAR PHONES AND SOUND ACTIVATED PAGERS ARE PROHIBITED IN THE CITY COUNCIL CHAMBERS DURING MEETINGS OF THE CITY COUNCIL. A. Mayor Nelda Martinez to call the meeting to order. Mayor Martinez called the meeting to order. B. Invocation to be given by Pastor Steve Hartwick, First Baptist Church. Pastor Steve Hartwick gave the invocation. C. Pledge of Allegiance to the Flag of the United States to be led by Adria Schreiber -Garza, Finance & Resource Management Superintendent. Finance & Resource Management Superintendent Adria Schreiber -Garza led the Pledge of Allegiance. D. City Secretary Rebecca Huerta to call the roll of the required Charter Officers. City Secretary Rebecca Huerta called the roll and stated that a quorum of the Council and the required Charter Officers were present to conduct the meeting. Charter Officers: City Manager Ron Olson, City Attorney Miles K. Risley and City Secretary Rebecca Huerta. Present: 9 - Mayor Nelda Martinez,Council Member Rudy Garza,Council Member Chad Magill,Council Member Colleen Mclntyre,Council Member Lillian Riojas,Council Member Lucy Rubio,Council Member Brian Rosas,Council Member Mark Scott, and Council Member Carolyn Vaughn E. Proclamations / Commendations 1. Proclamation declaring February 14, 2015, "Cathedral Youth Choir Run to Rome 5K Day" Proclamation declaring the month of February 2015, "Rose Hill Memorial Park 100th Anniversary Celebration" Mayor Martinez presented the proclamations. G. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: Corpus Christi Page 1 Printed on 2/5/2015 City Council Meeting Minutes January 27, 2015 a. OTHER Mayor Martinez referred to City Manager's Comments. City Manager Olson announced the appointment of Stacie Talbert Anaya as Interim Director of Parks and Recreation and that he would begin the hiring process for the Director of Parks and Recreation. City Manager Olson said that Ms. Anaya was honored at the "2014 Class of Corpus Christi Under 40" breakfast. Mayor Martinez announced that Ms. Anaya was also recognized as the "2014 Person of the Year" at this event. H. EXECUTIVE SESSION: (NONE) I. MINUTES: 2. Regular Meetings of January 13, 2015 and January 20, 2015. Mayor Martinez called for approval of the minutes. Council Member Scott made a motion to approve the minutes, seconded by Council Member Magill and passed unanimously. J. BOARD & COMMITTEE APPOINTMENTS: 3. C.C. Aquifer Storage and Recovery Conservation District Corpus Christi Regional Economic Development Corporation North Padre Island Development Corporation Reinvestment Zone No. Three Board Reinvestment Zone No. Two Board Watershore and Beach Advisory Committee Mayor Martinez referred to board and committee appointments. The following appointments were made: C.C. Aquifer Storage and Recovery Conservation District Council Member Scott made a motion to confirm the following officers: Margie Rose as President, Gustavo Gonzalez as Vice President and Fred Segundo as Secretary, seconded by Council Member McIntyre and passed unanimously. Corpus Christi Regional Economic Development Corporation Council Member McIntyre made a motion to appoint Gabriele Hilpold. The motion was seconded by Council Member Garza. Council Member Rubio stated she would like to nominate John Garcia. Council Member McIntyre withdrew her motion and Council Member Garza withdrew his second. Council member McIntyre nominated Gabriele Hilpold. Gabriele Hilpold was appointed with Council Members Rosas, Riojas, Magill, Garza, Martinez, Scott, Vaughn and McIntyre voting for Gabriele Hilpold and Council Member Rubio voting for John Garcia. North Padre Island Development Corporation Corpus Christi Page 2 Printed on 2/5/2015 City Council Meeting Minutes January 27, 2015 Council Member Magill made a motion to appoint Brian Rosas, Carolyn Vaughn and Lucy Rubio, seconded by Council Member Scott and passed unanimously. Council Member McIntyre made a motion to reappoint Nelda Martinez, Mark Scott, and Chad Magill, seconded by Council Member Rosas and passed unanimously. Reinvestment Zone No. Three Board Council Member Scott made a motion to appoint Brian Rosas, Carolyn Vaughn and Lucy Rubio, seconded by Council Member Magill and passed unanimously. Council Member Magill made a motion to appoint Carolyn Vaughn as Chairperson for a one-year term, seconded by Mayor Martinez and passed unanimously. Reinvestment Zone No. Two Board Council Member Magill made a motion to appoint Brian Rosas, Carolyn Vaughn and Lucy Rubio, seconded by Council Member McIntyre and passed unanimously. Council Member Magill made a motion to appoint Colleen McIntyre as Chairperson for a one-year term, seconded by Council Member Scott and passed unanimously. Watershore and Beach Advisory Committee Council Member Scott made a motion to reappoint Jennifer Pollack and Joseph N. DePalma, seconded by Council Member Magill and passed unanimously. Council Member Vaughn made a motion to appoint Carrie Robertson Meyer, seconded by Mayor Martinez and passed unanimously. K. EXPLANATION OF COUNCIL ACTION: L. CONSENT AGENDA: (ITEMS 4 - 7) Mayor Martinez referred to the Consent Agenda. There were no comments from the Council or the public. Council Member McIntyre made a motion to approve the consent agenda, seconded by Council Member Scott. The consent agenda was passed by one vote as follows: Approval of the Consent Agenda A motion was made to approve the Consent Agenda. The motion carried by the following vote: Aye: 9 - Mayor Martinez, Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 4. Lease Expansion Amendment for the City Detention Center at 615 Leopard, Suite 113A Corpus Christi Page 3 Printed on 2/5/2015 City Council Meeting Minutes January 27, 2015 Motion to authorize City Manager, or designee, to execute a Lease Expansion Amendment which applies to the original Lease Agreement dated April 13, 2004, between Landlord, Wilson Plaza Associates LP., and Tenant, The City of Corpus Christi for suite number 113-A, located at 615 Leopard Street. This Motion was passed on the Consent Agenda. Enactment No: M2015-014 5. Approving a Service Agreement for Rental of one (1) Motor Grader and three (3) Wheel Loaders for Beach Operations 6. Motion approving a service agreement with Doggett Heavy Machinery Services, Corpus Christi, Texas for the rental of one (1) motor grader and three (3) wheel loaders in accordance with Bid Invitation No. BI -0197-14, based on only bid for a total expenditure of $560,709.00, of which $166,136.00 is required for the remainder of FY 2014-2015 The term of the agreement shall be for twenty-seven (27) months. Funds have been budgeted by the Parks and Recreation Department in FY 2014-2015. This Motion was passed on the Consent Agenda. Enactment No: M2015-015 Appointing Council Members to Corpus Christi Housing and Finance Corporation and Corpus Christi Industrial Development Corporation Boards Motion appointing Council Members Nelda Martinez, Chad Magill, Lillian Riojas, Mark Scott, Carolyn Vaughn, Brian Rosas, Lucy Rubio, Colleen McIntyre and Rudy Garza, Jr. as Board Members of the Corpus Christi Housing Finance Corporation and the Corpus Christi Industrial Development Corporation. This Motion was passed on the Consent Agenda. Enactment No: M2015-016 7. Second Reading Ordinance - Accepting and appropriating funds for the Elderly Nutrition Program (1st Reading 1/20/15) Ordinance authorizing the City Manager or designee to execute all documents necessary to accept and appropriate a $631,131 grant from the Area Agency on Aging of the Coastal Bend in the No. 1067 Parks and Recreation grants fund for the FY 2015 Senior Community Services, Elderly Nutrition Program. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030410 Corpus Christi Page 4 Printed on 2/5/2015 City Council Meeting Minutes January 27, 2015 M. PUBLIC HEARINGS: (ITEM 8) 8. Public Hearing and Second Reading Ordinance Designating Cheniere Reinvestment Zone (1st Reading 1/20/15) Ordinance designating the Cheniere Reinvestment Zone within the City limits under the Property Redevelopment and Tax Abatement Act (the "Act"), (Chapter 312 of the Texas Tax Code) Mayor Martinez referred to Item 8. City Secretary Huerta announced that Council Members Magill and Scott would be abstaining from the discussion and vote on this item. Mike Culbertson, Corpus Christi Regional Economic Development Corporation, stated that the purpose of this item is to hold a public hearing and second reading to designate the Cheniere Reinvestment Zone to allow the City and other taxing entities to offer incentives. Mayor Martinez opened the public hearing. There were no comments from the Council or the public. Mayor Martinez closed the public hearing. Council Member McIntyre made a motion to approve the ordinance, seconded by Council Member Garza. This Ordinance was passed on second reading and approved with the following vote: Aye: 7 - Mayor Martinez, Council Member Garza, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas and Council Member Vaughn Abstained: 2 - Council Member Magill and Council Member Scott Enactment No: 030411 N. REGULAR AGENDA: (ITEMS 9) 9. Chapter 380 Agreement for Corpus Christi Liquefaction, LLC (Cheneire) Resolution authorizing the City Manager or designee to execute a Chapter 380 Economic Development Incentive Agreement with Corpus Christi Liquefaction, LLC ("Agreement") for certain economic development grants for development of a liquid natural gas facility within the City's extraterritorial jurisdiction and for construction of docks potentially within the Corpus Christi city limits for the benefit of the City. Mayor Martinez referred to Item 9. City Secretary Huerta stated that Council Members Magill and Scott would be abstaining from the discussion and vote on this item. Assistant City Manager Wes Pierson stated that the purpose of this item is to approve a resolution authorizing the execution of a Chapter 380 agreement with Corpus Christi Liquefaction, LLC (Cheneire). Mr. Pierson provided a brief overview of the proposed project and economic development terms of the agreement. Council Member McIntyre called for comments from the public. Abel Alonzo spoke in support of this item. Council Member Riojas made a motion to approve the resolution, seconded by Council Member Rosas. This Resolution was passed and approved with the following vote: Corpus Christi Page 5 Printed on 2/5/2015 City Council Meeting Minutes January 27, 2015 Aye: 6 - Council Member Garza, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas and Council Member Vaughn Absent: 1 - Mayor Martinez Abstained: 2 - Council Member Magill and Council Member Scott Enactment No: 030412 F. PUBLIC COMMENT FROM THE AUDIENCE ON MATTERS NOT SCHEDULED ON THE AGENDA WILL BE HEARD AT APPROXIMATELY 12:00 P.M. PLEASE LIMIT PRESENTATIONS TO THREE MINUTES. 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. Council Member McIntyre called for comments from the public. Coretta Graham spoke regarding a wastewater problem on her property located at Holly and South Staples and the City not providing proper notification for repairs on the property. Ms. Graham is also a member of the Sister City Committee and requested consideration to provide funding to the program to help with the continuation of the student ambassador program. Carolyn Moon spoke regarding the City's ozone levels and the affect the newly annexed southside area will have have on the ozone levels due to automotive transportation from that area. Diana Booth with CASA of the Coastal Bend thanked the City Council for their continued support and requested that the Council advocate for CASA and assist with recruiting CASA volunteers. Jack Gordy stated he always addresses the Council with truthful information and requested that five members place an item on the agenda and give a deadline to romove down the palm trees on Airline Road that are blocking the sidewalk. Susie Luna Saldana requested that Council members that attended a trip to Dallas abstain from the future agenda item vote on Schliltterbahn. Stephanie Robertson and Tricia Wilson with Taft Independent School District provided information and spoke in support of the MEND program. Dr. Tony Diaz thanked the City Council for supporting the MEND program and all of the programs administered by the Corpus Christi - Nueces County Public Health District. Trian Serbu spoke in opposition to future agenda Item No. 15, extending the time for completion of the Schlitterbahn waterpark in order to receive incentives. Abel Alonzo spoke in support of future agenda Item No. 15 because the developer's intent is to make the project better. N. REGULAR AGENDA: (ITEM 10) 10. Agreement for temporary tax abatement for Corpus Christi Liquefaction, LLC Resolution authorizing the execution of an agreement with Corpus Christi Liquefaction, LLC providing for temporary property tax abatement This Resolution was passed and approved with the following vote: Corpus Christi Page 6 Printed on 2/5/2015 City Council Meeting Minutes January 27, 2015 Aye: 7 - Mayor Martinez, Council Member Garza, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas and Council Member Vaughn Abstained: 2 - Council Member Magill and Council Member Scott Enactment No: 030413 O. FIRST READING ORDINANCES: (ITEMS 11 - 12) 11. 12. First Reading Ordinance - Approving lease agreement for the 2015 Fiesta de la Flor event and related activities for April 17-18, 2015 Ordinance authorizing the City Manager or designee to execute a lease agreement with the Corpus Christi Convention and Visitors Bureau ("CCCVB") for 2015 Fiesta de la Flor event and related activities to be held on April 17, 2015 and April 18, 2015, and allow use of City property including the Bayfront Park located along Shoreline Blvd. between Resaca Street and Power Street. Mayor Martinez referred to Item 11. Interim Director of Parks and Recreation Stacie Talbert Anaya stated that the purpose of this item is to execute a lease agreement with the Corpus Christi Convention and Visitors Bureau for the 2015 Fiesta de la Flor event and related activities to be held on April 17-18, 2015 and allow use of City property. Ms. Anaya said the Convention and Visitors Bureau will be charging an admission fee for this event. There were no comments from the public. A council member stated that this will be a great event for the City. Council Member McIntyre made a motion to approve the ordinance, seconded by Council Member Garza. This Ordinance was passed on first reading and approved with the following vote: Aye: 9 - Mayor Martinez, Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 First Reading Ordinance - Lease Agreement with the Corpus Christi Hispanic Chamber of Commerce for Tex Mex Railroad Depot (Requires 28 day delay) Ordinance authorizing the City Manager or designee to execute a five year lease agreement with Corpus Christi Hispanic Chamber of Commerce for the use of Tex Mex Railroad Depot located at 1800 block of Chaparral Street, in consideration of improvements to premises and rental payments of $450 per month beginning month 37 increased to $900 per month beginning month 49. Mayor Martinez referred to Item 12. Interim Director of Parks and Recreation Stacie Talbert Anaya stated that the purpose of this agenda is to approve a five-year lease agreement with the Corpus Christi Hispanic Chamber of Corpus Christi Page 7 Printed on 2/5/2015 City Council Meeting Minutes January 27, 2015 Commerce for the use of the Tex Mex Railroad Depot. Ms. Anaya stated that the first three years of the lease payments will be waived in lieu of repairs to the building; payments in year four will be $450 a month; and payments in year five will be $900 per month. There were no comments from the Council or the public. Council Member Garza made a motion to approve the ordinance, seconded by Council Member Magill. This Ordinance was passed on first reading and approved with the following vote: Aye: 9 - Mayor Martinez, Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 P. FUTURE AGENDA ITEMS: (ITEMS 13 - 17) Mayor Martinez referred to Future Agenda Items. City Manager Olson requested to remove Item 13 to bring back at a future date. City Manager Olson stated that staff did not have any planned presentations. Mayor Martinez called for a brief recess until 1:05 p.m. 13. Purchase and Installation of Yazaki Chiller Motion approving the purchase and installation of one (1) Yazaki chiller from Coastline Refrigeration, Corpus Christi, Texas based on sole source for a total amount of $72,360.00. Funds have been budgeted by the Gas Department in FY 2014-2015. This Future Agenda Item was withdrawn. 14. Hosting Services Agreement with AssetWorks LLC Motion approving the Hosting Services Agreement between AssetWorks LLC and the City of Corpus Christi based on sole source for a 36 month term for total amount of $119,100, of which $34,400.00 is required for the remainder of FY 2014-2015. Funds have been budgeted by Fleet Maintenance in FY 2014-2015. This Motion was recommended to the consent agenda. 15. Extending the time for completion of the waterpark for Upper Padre Partners, L.P., and North Padre Waterpark Holdings, LTD Approving a resolution regarding the City of Corpus Christi's Chapter 380 Economic Development Agreement with Upper Padre Partners, L.P., and North Padre Waterpark Holdings, LTD. (collectively, "Developer"), extending the time for completion of the waterpark on Padre Island in order for Developer's qualification for certain incentives under the agreement. This Resolution was recommended to the consent agenda. Corpus Christi Page 8 Printed on 2/5/2015 City Council Meeting Minutes January 27, 2015 16. First Amendment to the Business Incentive Agreement Sam Kane Beef Processors, LLC Resolution approving the First Amendment to the Business Incentive Agreement between the Corpus Christi Business and Job Development Corporation ("Type A Corporation") and Sam Kane Beef Processors, LLC ("Sam Kane") to accelerate the incentive payments for the creation and retention of jobs at their beef packing plant in the City of Corpus Christi extra territorial jurisdiction. This Resolution was recommended to the consent agenda. 17. Approving grant funds for the rehabilitation of the La Armada II Public Housing Complex Motion approving grant funds for the rehabilitation of the La Armada II Public Housing Complex, and authorizing the City Manager or his designee to execute an affordable housing agreement with the Corpus Christi Housing Authority. This Motion was recommended to the consent agenda. Q. BRIEFINGS : (ITEMS 18 - 22) 18. Bond Street Program Update Mayor Martinez referred to Item 18. Executive Director of Public Works Valerie Gray stated that the purpose of this item is to provide an update on the Bond Street Program. Ms. Gray referred to a powerpoint presentation including a bond project summary by type; the bond street program summary and status from Bond 2004 - 2014 for Proposition 1; a summary of bond street program improvements other than Proposition 1; and a status of the Bond 2012 projects. City Manager Olson stated that the cost of the projects were estimated in advance of the 2012 Bond Election and were estimated on costs during the "down -cycle" of the economy. There has been a shift since then, with a tremendous stress on the availability of both materials and labor, the costs have skyrocketed. This is the variance between the original cost and the updated cost estimates. Ms. Gray stated that staff has revisited the project scopes, reevaluated the costs and reduced the overages that were projected in order to bring the construction estimates back to within the approved budget limits. Jerry Shoemaker, Acting Director of Capital Programs presented details on the cost saving modifications including road type alternatives, modified road diet; bike lane modifications; and project deferral. Mr. Shoemaker completed the presentation with information on strategic coordination and factors impacting project delivery; a map on the constructability; the Bond 2012 Proposition No. 1 schedule; an update on Bond 2012 Proposition 8; the combined 2012 and 2014 Bond Program schedule; the 2004 and 2008 remaining projects; and consideration for future Bond 2016 program. Corpus Christi Page 9 Printed on 2/5/2015 City Council Meeting Minutes January 27, 2015 Council members spoke regarding the following topics: the three projects recommended for deferral; recommendations from the Transportation Advisory Committee (TAC) and the Bicycle and Pedestrian Subcommittee on the bike modifications; consideration to eliminate the bike lanes on the recommended streets; the conflicts with the CC Mobility Plan; lifecycle costs and trend data for concrete and asphalt; the engineering decision on roads; a list of the streets considered for lane width reductions; the traffic counts for the six streets recommended for asphalt; an explanation on the road diet modifications; the financial impact to the Street Maintenance Program; an explanation on the deferral of Staples Street and Morgan and what assurances will be made to the citizens that these projects are going to happen; the construction/engineering estimates for Staples Street from Brawner to Kostoryz; resuming the progress on Holly Road; the change on Waldron Road to Glenoak; informing the public on the changes; the inclusion of the deferred projects should the Council consider a future 2016 Bond Election; consideration of road user costs in contracts to keep projects on schedule; advertisement on projects; the legal opinion from bond counsel to make modifications to the bond projects; and an update on utility costs. 19. Wastewater Treatment Plant Consolidation Plan Mayor Martinez referred to Item 19. Executive Director of Utilities Mark Van Vleck stated that the purpose of this item is to provide a briefing on the Wastewater Treatment Plant Consolidation Plan and that Assistant Director of Treatment Brian Butscher was available to respond to questions. Mr. Van Vleck referred to a powerpoint presentation including: background; a map of existing treatment plants; existing plant information; analysis of operation and maintenance costs and capital needs; benefits of the consolidation that are not included in the analysis; average monthly bill; and path moving forward. Council members spoke regarding the following topics: the cost analysis; the redundancy that can be built into a consolidated plant; sludge being a commodity; timeframe for next steps; hiring the program manager and the deliverables; the impact to ratepayers; verifying the rate model; whether the rate model includes income from effluent and debt interest; status of the Oso Wastewater Treatment Plant; ways to include the local engineering industries; expansion to the Greenwood Wastewater Treatment Plant; and adaptive reuse of existing plants. 20. Solid Waste Operations - Follow-up Brush Cycle Collection Change Mayor Martinez referred to Item 20. Director of Solid Waste Operations Lawrence Mikolajcyzk stated that the purpose of this item is to provide a follow-up discussion on the brush cycle collection changes. Mr. Mikolajcyzk referred to a powerpoint presentation including the objectives of the change; a comparison of the current schedule versus the proposed schedule; city service comparisons with other Texas cities; maintaining the collection schedule; the communication and education plan; the proposed schedule; and a map of the full service area. Council members spoke regarding the following topics: limitations on brush collection; whether all cities have brush pickup; the estimated financial impact; the competitive assessments; the number of days debris is set out; number of brush personnel and equipment; communication tools including Reverse Alert Corpus Christi Page 10 Printed on 2/5/2015 City Council Meeting Minutes January 27, 2015 and neighborhood applications; the importance of the predictability of the brush pickup; the schedule for bulky pickup; the "My Waste" app; consideration of additional pick up during spring season; verifying residency at the landfill and the reason the landfill is not open on Sundays. 21. Texas Medicaid Managed Care Initiative 1115 Waiver - Obesity Project Update Mayor Martinez referred to Item 21. Director of the Corpus Christi - Nueces County Public Health District Annette Rodriguez stated that the purpose of this item is to provide an update on the 1115 Waiver - Childhood Obesity (MEND) Project. Ms. Rodriguez provided an overview of the 1115 Waiver including: background on the waiver; funding; an explanation of the demonstration years (DY); the projects submitted by the Health Department; the preliminary regional healthcare partnership regions; the MEND program; the schedule for the two MEND programs; the DY3 program sites; the metrics not tied to funding. Brian Finnerty, Healthy Weight Partnership Director/MEND consultant, presented information on the non -funded MEND outcomes for BMI; waist circumference, recovery heart rate, nutrition score, self esteem, body image, physical activity, sedentary activities and a summary. Ms. Rodriguez provided an explanation on the funding metrics and categories for DY1 through DY5 and the budget. Health Promotion Coordinator Tanya Simpson referred to the powerpoint presentation including: the DY4 programs; projected programs for DY5; the leaders trained; interested delivery partners; and opportunities and changes to the process. City Auditor Arlena Sones addressed questions regarding the Audit Report. Health Promotion Coordinator James Washington responded to questions regarding MEND program participation. Council members spoke regarding the following topics: the number of survey responses submitted and the reasons for incomplete measurement or data return; the Audit Committee's report regarding the data base for the survey; the difference between the original metrics for DY3 and the current metrics; the option to carry forward requests to complete the metric for DY3; whether the DY4 metric for 500 children to complete the program is cumulative or per demonstration year; the number of program sites for DY4; concerns with how the program will be affected since Corpus Christi Independent School District (CCSID) is no longer a partner; the reasons provided by CCISD as to why they will no longer participate in the MEND program; the correspondence submitted in May and November 2014; strategies to meet the metrics and program participation; the discrepencies between the budget and the audit report; the number of participants for DY4 and DY5; how to determine that the funding and goals are on target; the challenges with data entry; and outreach from a council member to CCISD regarding the elimination of the program. 22. Policy Regarding Eligibility of Rental Projects for Type A Affordable Housing Funds Mayor Martinez referred to Item 22. Director of Housing and Community Development Eddie Ortega stated that the during the January 20th Council meeting, the City Council requested that Housing and Community Development create policy guidelines for the funding of rental projects through the Type A Board. Mr. Ortega said the purpose of this item is to discuss the guidelines and receive direction from the City Council, with the goal of presenting to the Type A Board for their review and consideration. Mr. Ortega provided an overview of rental property funding guidelines, as follows: 1) Corpus Christi Page 11 Printed on 2/5/2015 City Council Meeting Minutes January 27, 2015 Consideration of an annual allocation of funding for rental properties; 2) Entities seeking funds must not be eligible for tax credits under the HOME program; 3) Eligible properties must leverage at least 90% of the project with other funds; 4) Type A funds not to be used for developer fees; 5) Affordability must be maintained for a minimum of 20 years; 6) For-profit ownership not allowed; and 7) Outside entities seeking funds in this category must meet specified requirements of its tenants that would occupy the proposed rental property. Council members spoke regarding the following topics: whether projects would be considered by application or first-come; consideration of a minimum allocation rather than an annual allocation for rental properties; the financial report for affordable housing; concern with funding allocated for rental units; how to avoid all the affordable housing funding going to rental properties; home ownership being a priority; a legal opinion on whether Type A funds have to comply with HUD guidelines; if there is a requirement to fund rental property; the cap on affordable housing; the Type A funding allocated for new construction and existing homes; and discussing affordable housing during the joint meeting with the Type A Board and City Council. R. CORPORATION MEETING: (ITEM 23) 23. Annual Board Meeting of the Corpus Christi Housing Finance Corporation Annual Board Meeting of the Corpus Christi Housing Finance Corporation Mayor Martinez recessed the Regular Council meeting to hold the Annual Board Meeting of the Corpus Christi Housing Finance Corporation. S. LEGISLATIVE UPDATE: T. ADJOURNMENT None. Mayor Martinez reconvened the Regular Council meeting. The meeting was adjourned at 5:42 p.m. Corpus Christi Page 12 Printed on 2/5/2015 a. AIRPORT BOARD — One (1) vacancy with term to 4-4-15. (Since the term is expiring 4-4-15, staff is recommending appointment to a new three-year term ending 4-4-18.) DUTIES: To advise the City Council concerning matters relating to the aviation interests of the City of Corpus Christi and the operation of the Corpus Christi International Airport facilities for the promotion of those interests. COMPOSITION: Ten (10) members appointed by the City Council for three-year terms. All members shall serve for three-year staggered terms. Members must be residents of Corpus Christi. ORIGINAL MEMBERS TERM APPTD. DATE Harold Charles Kaffie, Jr. 04-04-17 04-15-14 Robert A. Williams 04-04-17 01-21-14 William McCord 04-04-17 04-13-10 Donald M. Feferman, Chair 04-04-17 04-12-11 ***Wayne M. Squires 04-04-15 02-28-12 Dana Gunter 04-04-15 05-08-12 Kelly Harlan 04-04-15 05-08-12 Alex Garcia, Jr. 04-04-16 05-14-13 Shawn Morgan 04-04-16 05-14-13 Mary Helen Dunnam 04-04-16 09-10-13 Legend: *Seeking reappointment **Not seeking reappointment ***Resigned ****Exceeded number of absences allowed by ordinance *****Has met six-year service limitation INDIVIDUALS EXPRESSING INTEREST Curtis T. Clark 7922 Wolf Dr., 78414 Glenna S. Elliff 14310 Fairway Dr, 78410 CMO — Cash Management, IBC Corpus Christi and Port Lavaca Market, IBC Bank. Military Veteran. Attended Del Mar College, Paris Junior College and St. Leo University. Attended United States Navy Justice School Command and Naval Station Yeoman School Command. IBC EAB CCDC President/Elect and IBC Volunteer Advocate. Recipient of Employee of 4th Quarter 2013. (1/27/15) Retired. Formerly employed with Alief Independent School District. Former General Manager/Owner of Jennings Chevrolet Company in Robstown, Texas. Attended Robstown High School and Texas A&I Marc A. Gonzalez 7322 Taldora, 78414 Glenn R. Jones 7530 Beau Terre, 78414 Rick Jones 5618 Cory St., 78414 Gordon W. Lester 7010 Chiswick Dr, 78413 Eldon McQueen 1102 Leopard St., 78401 University at Kingsville, Texas. Activities include: Board Member of Nueces County Water Board #3. (7/23/13) Director of Infrastructure Operations, Department of the Army at Corpus Christi Army Depot. Received a BA from University of Texas at San Antonio, Master of Aeronautical Science from Embry -Riddle Aeronautical University, and currently working on MBA at Texas A&M University -Corpus Christi. Commissioned Officer U.S. Air Force for 18 years. Activities include: Leadership Corpus Christi, Class 39. (4/23/13) Community Plans and Liaison Officer, Naval Air Station Kingsville. Received a BS in Business Economics from State University of New York. Retired Sr. Chief Navy Air Traffic Controller (23 yrs). Also is a Realtor with Coldwell Banker Pacesetter Steel (3 yrs). Activities include: City of Kingsville Development Review Board, City of Kingsville Chamber of Commerce, Kingsville Noon Rotary Club, Kingsville Navy League, L. E. Ramey Golf Course Advisory Committee. (7/22/13) General Manager, Mike Shaw Toyota. Community Activities: Junior League, Ducks Unlimited, Nueces County Livestock Show, Kingsville Naval Air Base. Recipient of Corpus Christi Under 40 Award, GM Standards for Excellence Award and Toyota President Award. (12/23/13) Chief Pilot, Sikorsky Aircraft Corporation. Received a BA in Airport Management from Troy University and MBA from Webster University. Holds FAA Commercial Certificate in Airplanes (SE & ME), Helicopters and Gliders. Certified Flight Instructor. Former Sikorsky Program Manager for Partnership with CCAD (04-'09). (7/22/13) Aerospace Engineer, Sikorsky Aircraft Company, A United Technologies Subsidiary, Corpus Christi Army Depot. Received a Master of Science in Computer Science and Information Technology Burris W. McRee 5717 Oso Parkway, 78414 Timothy M. O'Brien 15234 Main Royal Dr, 78418 Robert T. Trevino 7413 Prairie Dr., 78413 Management from Boston University. Aerospace Engineer, Flight Crew and Military Veteran. Community Activities: Martial Arts Instructor and Youth Development for YMCA, Charter Schools and Boys and Girls Clubs. (10/23/13) Real Estate Broker/Owner, Gulftex Properties, Inc. Holds Certified Property Manager (CPM) and Certified Commercial Investment Member (CCIM) designations from the National Association of Realtors, serves on Board of Directors for two commercial condominium owners associations and Co -Chairman in 2012 for Corpus Christi Chapter of Ducks Unlimited. (7/25/13) Pilot, Coastal Drilling Company. Received an Associates of Applied Science (AAS) in Flight Technology from Alabama Aviation College in Ozark and a BS in Economics with Math emphasis from the University of Wisconsin at Madison. Commissioned Notary Public, State of Texas. (2/26/13) Supervisor/Directorate of Mfg./Proc. Production, Corpus Christi Army Depot. Retired Air Traffic Controller, United States Army. Graduate of Incarnate Word Academy. Received a B.S. in Professional Aeronautics from Embry Riddle Aeronautical University. (5/6/14) b. BUILDING CODE BOARD OF APPEALS — Four (4) vacancies with terms to 5-4-16 representing the following categories: 2 — building industry, 1 — engineer and 1 — member not connected with the building industry. DUTIES: The Building Code Board of Appeals (BCBOA) shall have the power to hear individual appeals of decisions and interpretations of the building official on rulings and alternate materials and methods of construction and, consider individual variances of the City Building Code, Existing Building Code, Residential Construction Code, Flood Hazard Prevention Code, and Energy Conservation Code. Furthermore, the BCBOA shall have the power, after having obtained public comment, to recommend to the City Council changes to the City Building Code, Existing Building Code, Residential Construction Code, Flood Hazard Prevention Code, and Energy Conservation Code. COMPOSITION: Seven (7) members appointed by the City Council for two-year staggered terms. It must include an architect, a general contractor, an engineer, three (3) members at large from the building industry, and one member not connected with the building industry. Quorum shall require four (4) members. ORIGINAL MEMBERS TERMS APPTD. DATES **Vacant (Building Industry) 5-04-14 **Vacant (Engineer) 5-04-14 *Ray Jones (Building Industry) 5-04-14 7-17-12 *Vincent Doyle (Not Conn W/Bldg Ind.) 5-04-14 7-17-12 Debbie Schibi (General Contractor) 5-04-15 9-11-12 Randy Farrar (Building Industry) 5-04-15 9-11-12 Chuck Anastos (Architect) 5-04-15 5-14-13 Legend: *Seeking reappointment **Vacant ***Resigned ****Exceeded number of absences allowed by ordinance *****Has met six-year service limitation ATTENDANCE RECORD OF MEMBERS SEEKING REAPPOINTMENT NO. OF MEETINGS NAME THIS TERM Ray Jones (Building Ind.) 4 Vincent Doyle (Not Conn.) 4 NO. PRESENT 4 2 (2exc.) OTHER INDIVIDUALS EXPRESSING INTEREST Robert Knowles, P.E. 1101 Cornerstone Dr., 78418 % OF ATTENDANCE LAST TERM YEAR 100% 50% Supervisor of Distribution Planning, AEP Texas. Registered Professional Engineer and Certified Energy Manager. Received a BS and MBA in Petroleum Engineering. Previously served on the Steven R. McClure, Sr. 3461 Ocean Dr., 78411 Ramiro Munoz III 3810 Andrea Lane, 78414 Theunis "Tim" Voorkamp 7614 Loire Blvd, 78414 David Wallace 5309 Williams Dr., 78411 Mechanical Advisory Board. Consultant in Mechanical, Electrical and Plumbing Services in Corpus Christi Area. Community Activities include: Texas A&M University -Corpus Christi Engineering Advisory Council, ASHRAE and TSPE. (8/20/14) (Engineer) President/CEO, Hausman Foods, LLC. Degree in Accounting from Emporia State University. Community Activities include: Corpus Christi Regional Development Commission, Southwest Meat Packers Association, National Rifle Association, National Association of Wholesalers, and Texas Restaurant Association. Bilingual. (1/15/15) (Not Connected with the Building Industry) President/Principal Engineer, Munoz Engineering. United States Marine Corps Veteran. Received a Bachelor of Science in Civil Engineering and Master of Science in Civil Engineering. Licensed Professional Engineer. Business Owner. Past Chairman of the Building Standards Board. Community Activities include: Boys Scouts of America. (2/3/15) (Engineer) Broker/Managing Partner/Owner, Corpus Christi Excel Properties Inc. /Nueces Tax Relief/TAVCO Construction. General Contractor, Commercial Builder and Homebuilder. Retired Merchant Marine Captain, graduate of the U.S. Merchant Marine Academy. Licensed Real Estate Broker, Licensed Property Tax Consultant, and Registered Arbitrator with State of Texas. Activities include: Texas Assn. of Property Tax Professionals, National Association of Realtors, and Texas Real Estate Commission. (1/28/15) (Building Industry) Real Estate Broker/Owner, Selncc, Inc. dba Windward Properties. Received a BA in PhotoJournalism from Stephen F. Austin University. Licensed Real Estate Broker in Corpus Christi for past 30 years. (1/8/15) (Building Industry) c. CORPUS CHRISTI CONVENTION AND VISITORS BUREAU — Two (2) vacancies with terms to 10-01-16 representing the following categories: 1 — attraction industry and 1 — hotel industry. DUTIES: To solicit various organizations and associations to conduct meetings/conventions/tradeshows within Corpus Christi year-round; to promote the City as a year- round destination; to design and implement an advertising campaign with state, national and international coverage to feature the Corpus Christi area as an attractive region in which to vacation or have conventions or group meetings; to provide support services to conventions in Corpus Christi; to operate visitor information centers; to provide information and advice to businesses interested in tourism and convention -related business in the Corpus Christi area; and to advise the City on projected growth of tourism and convention -related businesses to assist City planning efforts. COMPOSITION: Eleven (11) members selected directly by the City Council. The members shall be representatives of the following groups: 2 - hotel industry; 2 — attraction industry; 2 — restaurant industry; and 5 - community at large. The Mayor and City Manager, or their designees, shall serve as ex -officio non-voting members of the Board. In addition, the Council will appoint a representative from the Port of Corpus Christi Authority, a representative from the Regional Transportation Authority and a representative from the C.C. International Airport to serve as ex - officio advisory non voting members. Appointments will be for staggered, two-year terms. No person may serve as a voting member for a period longer than six years consecutively, unless such service is required by virtue of the person's position or title or to complete an unexpired term. ORIGINAL MEMBERS TERM APPTD. DATE Ken Griffin (At Large) 10-01-16 4-12-11 James "Jim" Needham (At Large) 10-01-16 7-31-12 Angie Flores Granado (At Large) 8-01-15 7-19-11 Rakesh (Rick) Patel (Hotel Industry) 8-01-15 7-19-11 Darcy Schroeder (At Large) 10-01-16 7-31-12 Toby Hammett Futrell (At Large) 10-01-16 7-31-12 Kaushik "Sheik" Bhakta (Hotel Industry) 8-01-15 7-19-11 Jason Rodriguez (Restaurant Industry) 10-01-16 9-30-14 Daniel Dain (Restaurant Industry) 8-01-15 7-28-09 Terri Adams (Attraction Industry) 10-01-16 9-30-14 Michael Womack (Attraction Industry) 8-01-15 8-12-08 *Vacant (Attraction Industry) 10-01-16 *Vacant (Hotel Industry) 10-01-16 Terry Klinger (RTA representative) Ex -officio, non-voting Patricia Cardenas (Port of CC representative) Ex -officio, non-voting Fred Segundo (C.C. International Airport) Ex -officio, non-voting Mayor Nelda Martinez Ex -officio, non-voting City Manager Ron Olson Ex -officio, non-voting Legend: *Vacant **Not seeking reappointment ***Resigned ****Exceeded number of absences allowed by ordinance *****Has met six-year service limitation (The Corpus Christi Convention and Visitors Bureau is recommending the new appointments of James Kunau (Attraction Industry) or Richard Glover (Attraction Industry) and Melody Nixon - Bice (Hotel Industry) or Steve Keenan (Hotel Industry). The committee is required to submit at least two names for consideration.) INDIVIDUALS EXPRESSING INTEREST John Garcia 317 Peoples St., Apt. 205, 78401 Richard Elton Glover, Jr. 6817 Boardwalk Ave., 78414 Steve Keenan 7405 Lake Geneva Dr., 78413 James Kunau 92 Lake Shore Dr., 78413 Melody Nixon -Bice 7017 Copper Mountain Dr., 78413 Director of Sales, Comfort Suites. Community Activities include: Corpus Christi Chamber of Commerce, Corpus Christi Hispanic Chamber, Hospitality Sales Marketing Association, Harbor Lights Festival, and Dress for Success. Formerly served on the Transportation Advisory Committee. (1/6/15) (Hotel Industry) Chief Marketing Officer, Texas State Aquarium. Received a B.S. in Psychology from Texas Christian University and a Certificate of Nonprofit Management from The University of Texas at Austin. Serves as the Chair of the Corpus Christi CVB Marketing Committee. Serves on the Corpus Christi CVB Marketing and Attractions Committee and Website Task Force. Certified City of Corpus Christi Tourism Ambassador. Community Activities include: Association of Zoos and Aquariums Marketing Committee and SAFE Task Force. (1/26/15) (Attraction Industry) General Manager, Omni Hotels and Resorts. Adjunct Professor at Del Mar College. Received a B.S. from Oklahoma State University. Community Activities include: Fish for Life -Board of Directors and GCCHA — Board of Directors. (1/26/15) (Hotel Industry) General Manager, Hurricane Alley Waterpark. Received a BS in Accountancy from the University of Louisville. (Serves on the Museum of Science and History Advisory Board. Will resign if appointed.) (Attraction Industry) (1/26/15) General Manager, Embassy Suites Hotel. Graduated with Business Degree from Texas A&M Kingsville. Served in hospitality industry for 20 years. Selected for the Embassy Suites 2015 Circle of Leadership Program. Community Activities include: HSMA, GCCHA — Board of Directors, Bethune Day Nursery and Dress for Success. Former Corpus Christi Chamber Ambassador. (1/26/15) (Hotel Industry) d. CRIME CONTROL AND PREVENTION DISTRICT — Confirmation of appointments by City Council as per Texas Local Government Code §363.1015. DUTIES: The creation of the Corpus Christi Crime Control and Prevention District is dedicated to crime reduction programs and the adoption of a proposed sales and use tax at a rate of one-eighth of one percent. COMPOSITION: The District will consist of the same number of members as the City Council. One member of the Board of Directors shall be appointed by each member of the City Council to serve at the pleasure of that member of the City Council for a term that is concurrent with the term of the member of the City Council, subject to confirmation by the governing body. DIRECTOR Judy Loverde Bryan Johnson Jesse Olivares Joan Veith Zelner Houchin Susie Luna Saldana Randall Hicks R. Scott Leeton Raymond Lara APPOINTED BY Mayor Nelda Martinez Council Member Mark Scott Council Member Chad Magill Council Member Lillian Riojas Council Member Carolyn Vaughn Council Member Brian Rosas Council Member Lucy Rubio Council Member Colleen McIntyre Council Member Rudy Garza TERM Concurrent/Council Term Concurrent/Council Term Concurrent/Council Term Concurrent/Council Term Concurrent/Council Term Concurrent/Council Term Concurrent/Council Term Concurrent/Council Term Concurrent/Council Term e. PARKING ADVISORY COMMITTEE — Three (3) vacancies with terms to 7-31-15 and 7-31- 16 representing the following categories: 1 - member nominated by the Corpus Christi Beach Task Force, 1 — owner of residential living property in the City Center and 1 — Convention and Visitors Bureau representative. (Staff is recommending the postponement of the Convention and Visitors Bureau representative due to lack of Bios. The City Secretary's Office is diligently working on recruiting applicants for this category.) DUTIES: To provide advice and recommendations to the police chief, city manager or city council on matters relevant to the administration and enforcement of the Code of Ordinances, Chapter 53 including: On -street and off-street parking, special events, and revitalization projects within the city center; developing parking enhancement projects for the city such as expansion of paid parking zones and parking facilities; parking and signage programs and city center concerns; the location, time and rates for paid parking zones, paid parking facilities owned or controlled by city, parking meters and parking pay stations, and penalties for delinquent violators; expenditure or usage of Parking Improvement Fund; parking improvement; and participate with the county on parking enhancement and city center revitalization matters. COMPOSITION: Eleven (11) voting members and three (3) non-voting advisory members appointed by the City Council comprised of the following: one (1) member nominated by the District Council Member who represents the downtown area; two (2) members nominated by the Downtown Management District; one (1) member nominated by the Corpus Christi Beach Task Force; one (1) member nominated by the Uptown Neighborhood Initiative; two (2) members nominated by the Building Owners and Management Association; one (1) member nominated by the Corpus Christi Convention and Visitor's Bureau; two (2) members who shall represent downtown residential interests — one (1) member to be a resident where paid parking meters are collected and one (1) member to be an owner of residential living property in the City Center Area; and one (1) member to represent the community at large. The City Manager, Police Chief, Parks and Recreation Director or their designees shall serve as non-voting advisory members. The Parking Control Manager or Supervisor shall serve as liaison to the Committee. Of the eleven members with voting power, the initial terms of six (6) members shall serve a two (2) year term, and five (5) members shall serve a three (3) year term as determined by a drawing to be conducted in the City Secretary's Office. Thereafter, all terms shall be three (3) years with terms expiring on July 31St of the applicable year. The Committee shall elect, from among its voting members at the first meeting, a member to serve as chairperson and a vice -chairperson, and who shall serve for a one-year term. ORIGINAL MEMBERS TERM APPTD.DATE Ginny Price (Downtown Area Council Member Nominee) 7-31-16 5-14-13 Jennifer Perales (DMD Representative) 7-31-15 5-14-13 Terry Sweeney (DMD Representative) 7-31-15 1-20-15 ***Lynn Frazier (Corpus Christi Beach Task Force) 7-31-16 5-14-13 Darlene K. Gregory (Uptown Neigh. Initiative), Chair 7-31-15 5-14-13 Lawrence W. Virts (Bldg Owners & Mgmt Assn) 7-31-15 5-14-13 Fay Crider (Residential; Parking Meters Collected) 7-31-16 5-14-13 Richard Durham (Community at Large), Vice -Chair 7-31-15 5-14-13 Jim Swan (Building Owners & Mgmt. Assoc. Rep.) 7-31-16 11-12-13 **Vacant (Residential, Prop Owner in City Center) 7-31-15 **Vacant (Convention & Visitors Bureau Rep.) 7-31-16 City Manager or designee; non-voting member Police Chief or designee; non-voting member Parks and Recreation Dir. or designee; non-voting member Legend: *Seeking reappointment **Vacant ***Resigned ****Exceeded number of absences allowed by ordinance *****Has met six-year service limitation (The Corpus Christi Beach Task Force is recommending the new appointment of Robert Catalano.) INDIVIDUALS EXPRESSING INTEREST Robert Catalano 205 Surfside Blvd., 78402 Self -Employed Business Owner and Property Management. Property Owner on North Beach -Vacation Rental. (1/29/15) (Corpus Christi Beach Task Force) William L. Hoover 913 Furman, 78404 Self -Employed, Real Estate Developer. Owner of Nueces Loft Apartments. (1/15/15) (Residential, Property Owner in City Center) f. SISTER CITY COMMITTEE Four (4) vacancies with terms to 9-15, 9-16, and 9-17. (Note: Staff is recommending the postponement of two vacancies due to lack of bios. The City Secretary's Office and the Sister City Committee are diligently working on recruiting applicants for the committee.) DUTIES: To study ways and means of improving relations with the Corpus Christi sister cities and to advise and consult with and assist the Mayor, the City Council, the City Manager and all other City agencies, boards and officials in accomplishing the purposes of the Sister City program. COMPOSITION: It shall consist of a Steering Committee of fifteen (15) members and various subcommittees, members who shall be broadly representative of the racial, religious and ethnic groups in the community. The members shall be appointed by the City Council and shall serve three-year terms or until their successors are appointed and qualified. The Steering Committee shall be responsible for the overall administration and implementation of the City's Sister City program. There shall be a subcommittee for each sister city authorized by Resolution of the City Council. Members of each such subcommittee shall be appointed by the Steering Committee plus members from the community at large as deemed necessary and sufficient by the Steering Committee. Each subcommittee shall be responsible, under the direction of the Steering Committee, for primary study, liaison and recommendations for each sister city. The officers of the committee shall consist of a General Chairman, Vice -Chairman for each of the Sister City subcommittees established in accordance with Sec. 2-152. The Chairman and each Vice -Chairman shall be elected by majority vote of the sister city committee annually. If the General Chairman is absent, a Vice -Chairman shall be elected from the committee to serve as General Chairman during his/her absence. ORIGINAL MEMBERS TERM APPTD. DATE ***Donald Russell 9-16 10-13-09 Alan Thornburg 9-15 10-13-09 John Maldonado 9-15 5-27-14 Misaki Berrios 9-17 5-27-14 Heather Moretzsohn, General Chair 9-16 1-11-11 Susane "Westi" Horn 9-17 11-15-11 ***Luci Walker 9-17 5-27-14 Hailey Jordan Kimball 9-15 6-12-12 John Richard Sloan 9-15 1-22-13 Wan Sun Kim 9-16 1-22-13 ***Yvonne Fernandez 9-15 1-22-13 Mark Bradsher 9-17 6-11-13 Lee White 9-17 9-09-14 *Vacant 9-16 Coretta Graham 9-16 5-27-14 Legend: *Vacant **Not seeking reappointment ***Resigned ****Exceeded number of absences allowed by ordinance *****Has met six-year service limitation INDIVIDUALS EXPRESSING INTEREST Brenda Acevedo 11318 Piedra Creek Dr., 78410 Charles F. Bass 13513 Port Royal Court, 78418 Ashley Higson 5801 Aava Dr., 78414 William Bryan Menard, Jr. 1508 6th St., 78404 United States Veteran. Received a Masters in Clinical Counseling. Volunteer at Metro Ministries and Calallen High School. (11/1/14) Retired Psychologist, United States Army. Received B.S., M.S., Ph.D., and M.D. Active in the American Board of Professional Psychology. (8/25/14) Director of Communications, Corpus Christi Convention and Visitors Bureau. Community Activities include: Board Member of Greater Corpus Christi Hospitality Association, Junior League of Corpus Christi, American Cancer Society, Women;s Shelter of South Texas, Ronald McDonald House, and Downtown Management District Volunteer. (1/14/15) Purchasing Manager, Menard Electronics, Inc. Received BA in Political Science from Texas A&M University -Corpus Christi. (12/16/14) AGENDA MEMORANDUM Future Item for the City Council Meeting of January 27, 2015 Action Item for the City Council Meeting of February 10, 2015 DATE: January 27, 2015 TO: Ronald L. Olson, City Manager FROM: James Davis, Director of Fleet Maintenance iimd@cctexas.com (361) 826-1909 Hosting Services Agreement with AssetWorks LLC CAPTION: Motion approving the Hosting Services Agreement between AssetWorks LLC and the City of Corpus Christi based on sole source for a 36 month term for total amount of $119,100, of which $34,400.00 is required for the remainder of FY 2014-2015. Funds have been budgeted by Fleet Maintenance in FY 2014-2015. PURPOSE: AssetWorks will perform the operation, maintenance, and support of the database software for the applications hosted under this agreement, database security, and data center server operation. BACKGROUND AND FINDINGS: On August 12, 2014, City Council approved the Fleet Management Information System Replacement, which is currently in progress. As per the terms of the previously approved system replacement, the hosting services will be provided by AssetWorks LLC. The attached Hosting Services Agreement is a 36 month term. ALTERNATIVES: Not applicable. OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Fleet Maintenance FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $45,911.01 $84,700.00 $130,611.01 Encumbered / Expended Amount $512.60 $0.00 $512.60 This item $34,400.00 $84,700.00 $119,100.00 BALANCE $10,998.41 $0.00 $10,998.41 Fund(s): Fleet Maintenance Fund Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Hosting Services Agreement Hosting Services Agreement Between AssetWorks LLC. And City of Corpus Christi (36 Month Term) Hosting Services Agreement Page 1 of 15 Hosting Services Agreement This Application Hosting Services Agreement ("Agreement") is effective as of January 1. 2015 ("Effective Date"), by and between AssetWorks LLC. ("AssetWorks"), with offices located at 998 Old Eagle School Road, Wayne, Pennsylvania, 19087 and the City of Corpus Christi ("Customer"), with offices located at 5352 Ayers Street, Corpus Christi, Texas 78415, on the following terms and conditions: 1. AGREEMENT OVERVIEW AssetWorks operates a Data Center ("Data Center"), located at 998 Old Eagle School Rd., Wayne, PA 19087, and provides associated services to support customers that wish to outsource the operation and maintenance of computer applications listed in the Scope of Services as referenced in Attachment 2. This Agreement describes the services to be provided by AssetWorks ("Hosting Services") the respective responsibilities of the parties, the service level objectives ("SLOs"), and the problem management process. This Agreement incorporates the following Attachments that shall be considered an integral part of this Agreement: • Attachment 1 Service Level Agreement • Attachment 2 Scope of Services • Attachment 3 Fee Schedule 2. SERVICES AssetWorks will perform the services ("Services") as described in the Scope of Services, set forth in Attachment 2. The general scope of services addressed by this Agreement includes the operation, maintenance, and support of the: • Database software for the Applications hosted under this agreement • Database security • Data Center server operation The scope of services specifically excludes operation and maintenance of the following: • Customer hardware, including Customer's servers, printers, network hardware (including routers and switches) and other Customer site computing equipment; • Customer application software other than noted in the Scope of Services; and • Customer Local Area Networks ("LAN") • Customer network infrastructure for connecting to the Internet and to the AssetWorks Data Center The Services shall be provided subject to the Terms and Conditions, which follow. • 3. TERM Subject to Customer's annual appropriation of funds during its annual budget process, the Term of the Agreement shall commence as of the Effective Date and shall continue for three (3) years ("Initial Term") unless terminated earlier as set forth below.. Hosting Services Agreement Page 2 of 15 4. FEES AND PAYMENT Customer shall pay AssetWorks the applicable fees as set forth in the Fee Schedule, Attachment 3. AssetWorks shall invoice Customer monthly, in advance, and all invoiced fees shall be due and payable within 30 days of the date of an invoice. Monthly invoices shall include charges defined in Attachment 3. All payments shall be made in United States Dollars without deduction for any taxes or withholding or other offset. The preferred means of payment is by electronic funds transfer (EFT). EFT payments can be accomplished as either a Funds Transfer (Fed Wire) or Direct Deposit (ACH). For payment by EFT: Wells Fargo ABA/Routing #122105278 Swift Address: WFBIUS6S Account#5076434348 For payment by check: AssetWorks P.O. Box 202523 Dallas, TX 75320-2525 Any amounts not paid when due will be subject to interest accrued in accordance with the Texas Prompt Payment Act, Texas Government Code Chapter 2251 -.Interest payments that are accrued during billing disputes should be credited back to the Customer if said dispute is found to be through no fault of the Customer. A Customer will be considered delinquent if payment in full is not received forty-five (45) days from the date of the invoice. AssetWorks reserves the right to suspend or terminate this Agreement and Customer access to the Service if the Customer account becomes delinquent and is not cured within ten (10) days. Customer will continue to be charged and hereby agrees to pay for Service during any period of suspension. Customer's failure to pay any invoice after this ten (10) day period shall constitute a material default hereunder and shall entitle AssetWorks to exercise any and all rights and remedies provided herein or at law including a suspension of Services under the Agreement. If Customer or AssetWorks initiate termination under any provision of the Agreement, Customer will be obligated to pay the balance due on their account computed in accordance with the Fee Schedule in Attachment 3. Customer agrees that they may be billed for such unpaid fees. In the event of a dispute between the parties that does not result in a termination of the Agreement, Customer agrees to make all Monthly Service Fee payments due under the Agreement pending the resolution of the dispute. Upon termination for whatever reason and regardless of the nature of the default (if any), Customer agrees to pay AssetWorks in full for Services provided to Customer under this Agreement within 30 days of the invoice date. 5. CUSTOMER RESPONSIBILITIES The Customer is responsible for: • Assigning a primary and alternate Customer representative to coordinate all communications and activities related to AssetWorks services. • Providing user identification data and determining the appropriate security profile for each user. Customer will control security at the Application level. • All printing. No print job will print at the Data Center and all physical printing requirements will be handled by the Customer. • The purchase and installation of printers at Customer's sites for the Application being utilized as defined in the Scope of Services. Hosting Services Agreement Page 3 of 15 Installation, operation and maintenance of all workstation software (and Customer's LAN, existing data communications configuration, hardware, or software required at the Customer's site except as otherwise stipulated in the Scope of Services. AssetWorks network and network responsibility extends from the AssetWorks routers at AssetWorks' sites to all connected equipment at AssetWorks' sites. • Testing updates and fixes applied by AssetWorks to Applications used by Customer. With the exception of emergency fixes, Customer will test updates and fixes prior to their introduction to the Production environment within a mutually agreed upon time frame. • Testing upgrades. Upgrades will be moved to production by the AssetWorks at the end of the Customer testing period unless specific problems are documented in writing to AssetWorks. • Diligent analysis of suspected problems to determine their specific nature and possible causes before calling the AssetWorks for assistance. Notwithstanding this diligence requirement, Customer is responsible for informing AssetWorks of any problems encountered in a timely manner. 6. OWNERSHIP OF SOFTWARE AND DATA Customer shall not obtain any ownership rights, title or interest in the software, hardware or systems developed or employed by AssetWorks in providing Services under the Agreement. AssetWorks shall not obtain any ownership rights, title or interest to Customer's data files. Upon expiration or termination of the Agreement for any reason, AssetWorks agrees to provide Customer with a copy of Customer's data files, as they exist at the date of expiration or termination. Nothing contained herein is intended to modify the Customer's rights under a separate license agreement between Customer and AssetWorks. 7. WARRANTY DISCLAIMER/LIMITATION OF LIABILITY With respect to Services to be performed by AssetWorks under this Agreement, AssetWorks warrants that it will use reasonable care and skill in the provision of the Services, and that the Services will be performed in a professional, competent, and timely manner by AssetWorks appropriately qualified and trained staff. Except as expressly set forth herein, provider disclaims all warranties relating to the services or deliverables provided hereunder, including but not limited to any warranty of fitness for a particular purpose or merchantability. Provider shall not be liable for any punitive, indirect, incidental, special or consequential damages, including but not limited to lost data or lost revenues or profits, however arising, even if provider has been advised of the possibility of such damages. Except for claims for personal injury, death, property damage or infringement, AssetWorks' liability for any and all damages (including attorney's fees) under this Agreement shall in no event exceed fees paid to AssetWorks during the Initial Term. 8. TERMINATION A. TERMINATION FOR DEFAULT A Default shall occur if: (1) a party fails to perform any of its material obligations under the Agreement and such failure remains uncured for 30 days after receipt of written notice thereof; or (2) a party ceases to conduct business, becomes or is declared insolvent or bankrupt, is the subject of any proceeding relating to its liquidation or insolvency which is not dismissed within 90 days or makes an assignment for the benefit of creditors. If Default occurs, the non -defaulting party, in addition to any other rights available to it under law or equity, may withhold its performance hereunder or may terminate the Agreement by written notice to the defaulting party. Unless otherwise provided in the Agreement, remedies shall be cumulative and there shall be no obligation to exercise a particular remedy. B. TERMINATION FOR CONVENIENCE AND FOR NON -APPROPRIATION OF FUNDS Customer may terminate this agreement at any time for convenience with or without cause upon thirty (30) days written notice. Hosting Services Agreement Page 4 of 15 Customer may terminate this agreement at any time upon thirty (30) days written notice for non - appropriation of Customer funds for this Agreement during the Customer's annual budget process. In the event of termination by the Customer due to non -appropriation of funds, the Customer shall only be responsible for payment of monthly fees through the end of the fiscal year for which funds were appropriated by the Customer for this Agreement 9. GOVERNING LAW; VENUE The Agreement shall be governed and construed in accordance with the laws of the State of Texas without regard to choice of law principles. Subject to Section 20 below, the parties agree that the sole jurisdiction and venue for actions related to the subject matter hereof shall be the state and U.S. Federal courts in the State of Texas. Both parties consent to the jurisdiction of such courts and waive any objections regarding venue in such courts. 10. ASSIGNMENT Neither the Agreement nor any duties or obligations hereunder shall be assigned or transferred by Customer without the prior written approval of AssetWorks, which approval may be withheld in the reasonable judgment of the AssetWorks. Customer agrees that AssetWorks may assign its obligations to a third party subject to Customer's prior written approval of such change, but AssetWorks shall remain responsible for performance under the Agreement. All fees will remain intact as outlined in Attachment 3. 11. SEVERABILITY If any provision of the Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any manner. 12. ENTIRE AGREEMENT The Agreement and any schedules and exhibits thereto contain the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous proposals, discussions, agreements, understandings, commitments, representations of any kind, whether oral or written, relating to the subject matter hereof or the Services to be provided hereunder. 13. FORCE MAJEURE Neither party shall be liable for any failure of or delay in performance of its obligations (except for payment obligations) under this Agreement to the extent such failure or delay is due to acts of God, acts of a public enemy, fires, floods, power outages, wars, civil disturbances, sabotage, terrorism, accidents, insurrections, blockades, embargoes, storms, explosions, labor disputes (whether or not the employees' demands are reasonable and/or within the party's power to satisfy), failure of common carriers, Internet Service Providers, or other communication devices, acts of cyber criminals, terrorists or other criminals, acts of any governmental body (whether civil or military, foreign or domestic), failure or delay of third parties or governmental bodies from whom a party is obtaining or must obtain approvals, authorizations, licenses, franchises or permits, inability to obtain labor, materials, power, equipment, or transportation, or other circumstances beyond its reasonable control (collectively referred to herein as "Force Majeure Occurrences"). Any such delays shall not be a breach of or failure to perform this Agreement or any part thereof and the date on which the obligations hereunder are due to be fulfilled shall be extended for a period equal to the time lost as a result of such delays. Neither party shall be liable to the other for any liability claims, damages or other loss caused by or resulting from a Force Majeure Occurrence. 14. WAIVER No provision of the Agreement may be waived unless in writing, signed by both of the parties hereto. Waiver of default of any provision of the Agreement shall not operate or be construed as a waiver of any subsequent default of such provision, nor shall a waiver of any one provision of the Agreement be deemed to be a waiver of any other provision. Hosting Services Agreement Page 5 of 15 15. AMENDMENTS, SUPPLEMENTS The Agreement may be amended or supplemented only by the mutual written consent of the parties` authorized representative(s). 16. BINDING EFFECT, BENEFITS The Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. Notwithstanding anything contained in the Agreement to the contrary, nothing in the Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of the Agreement. 17. NOTICES All notices under the Agreement will be in writing and will be delivered by personal service, certified mail, postage prepaid, or overnight courier to such address as may be designated from time to time by the relevant party, which initially shall be the addresses set forth on the signature page to the Agreement. Any notice sent by certified mail will be deemed to have been given five (5) days after the date on which it is mailed. 18. HEADINGS The Section headings in the Agreement are inserted only as a matter of convenience, and in no way define, limit, or extend or interpret the scope of the Agreement or of any particular Article or Section. 19. AUTHORIZATION Each of the parties represents and warrants that the Agreement is a valid and binding obligation enforceable against it and that the representative executing the Agreement is duly authorized and empowered to sign the Agreement. 20. DISPUTE RESOLUTION The parties will seek a fair and prompt negotiated resolution within ten (10) days of the initial notice of the dispute (Dispute). If the dispute has not been resolved after such time, the parties will escalate the issue to more senior levels. If the parties are unable to resolve any dispute at the senior management level, then either party may pursue any available legal remedy. 21. RELATIONSHIP OF PARTIES The relationship of the parties shall at all times be one of independent contractors. Nothing contained herein shall be construed as creating any agency, partnership or other form of joint enterprise between the parties. 22. CONFLICTING PROVISIONS This Agreement and all of the exhibits, schedules, and documents attached hereto are intended to be read and construed in harmony with each other, but in the event any provision in any attachment conflicts with any provision of this Agreement, then this Agreement shall be deemed to control, and such conflicting provision to the extent it conflicts shall be deemed removed and replaced with the governing provision herein 23. COUNTERPARTS The Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 24. COUNSEL By execution of this Agreement, each of the Parties acknowledges and agrees that it has had an opportunity to consult with legal counsel and that it knowingly and voluntarily waives any right to a trial by jury of any dispute pertaining to or relating in any way to the transactions contemplated by the Agreement, the provisions of any federal, state or local law, regulation or ordinance notwithstanding. Hosting Services Agreement Page 6 of 15 25. SIGNATURES IN WITNESS WHEREOF, the parties have executed this Agreement through their duly authorized representative(s). 26. DISCLOSURE OF INTERESTS FORM. AssetWorks will complete the submit a completed Disclosure of interests form. 27. INSURANCE. AssetWorks will provide insurance in accordance with the attached Exhibit. "AssetWorks" "Customer" AssetWorks LLC. Customer Name: John H. Hines III Name: i arrike5 tic .V' S Title: President Title: dirt pea -Mak -tem. A ci-- LbS4 Sign: Sign: Xif Date: 12/30/14 Date: Address: Address: 998 Old Eagle School Road Suite 1215 Wayne, PA 19087 P.O. Box 9277 Corpus Christi, TX 78469 Telephone (610) 687-9202 Telephone: (361) 826-1909 Fax (610) 971-9447 FAX: (361) 826-1905 Hosting Services Agreement Page 7 of 15 Attachment 1 - Service Level Agreement This Service Level Agreement ("SLA") is intended to provide an understanding of the level of service to be delivered by the AssetWorks for the Services specified in Attachment 2. The service levels set forth below apply to the Services provided by AssetWorks under the Agreement. AVAILABILITY AssetWorks will use commercially reasonable efforts to provide Services with an average of 95% Availability (as such term is hereinafter defined) for each quarter during the Term. For purposes of the Agreement, "Availability" during any quarter refers to an Authorized User's ability to log into the Application during such quarter, and will be calculated in accordance with the following formula: x=(y_z)ly* 100 Where, • "x" is the Availability of the Application during the quarter; • "y" is the total number of hours in such quarter minus the number of hours during such quarter that the Customer is unable to log into the Application because of (a) regularly scheduled maintenance windows for the Application and for times in which Customer has been notified in writing (including e-mail) by AssetWorks in advance thereof; (b) a Force Majeure Event; (c) non-performance of hardware, software, ISP connections, and other equipment that is not provided by AssetWorks or certified by AssetWorks for use in conjunction with the Services (except as such non-performance is directly or indirectly caused by AssetWorks). • "z" is the number of hours in such month during which the Customer is unable to log into the Application (other than for reasons set forth in the definition of "y" above); provided that AssetWorks has been notified or is otherwise aware (or reasonably should be aware) of Customers inability to utilize the Application. FEE ADJUSTMENT In the event that AssetWorks does not meet the Availability levels set forth below, the amount of fees payable by Customer will be reduced as follows: In the event the average Availability for the Application is less than ninety five percent (95%) during any two consecutive quarters, Customer will receive a credit to its account with AssetWorks of five percent (5%) of the amount of a quarter's aggregate AssetWorks Hosting Services fees paid or payable by Customer to AssetWorks. AssetWorks` obligation to provide Customer with fee adjustments as set forth above is conditioned on Customer providing detailed written notice to AssetWorks of its contention that AssetWorks was unable to meet the applicable Availability levels. Upon receipt of such notice, AssetWorks shall have thirty (30) calendar days to investigate the contention. If, at the end of the thirty (30) calendar day period it is determined that AssetWorks did in fact fail to meet the applicable Availability levels, Customer will receive the appropriate credit to its account during the next invoice cycle. Hosting Services Agreement Page 8 of 15 Attachment 2 - Scope of Services All of the services, functions, processes, and activities described below will be collectively described as the "Services" for purposes of this Agreement. All Services will be provided by AssetWorks to and for the Customer's benefit in a manner that will meet the objectives outlined in Attachment 1. Application Application refers to the Customer's software licensed from AssetWorks pursuant to a separate license agreement which software may include aro Party Software. The Application is hosted by AssetWorks pursuant to this Agreement. Support Software Support Software includes the operating system, utilities, database software, and all necessary licenses required to operate the Application and provided by AssetWorks as part of the Services. Hardware Server infrastructure located in Wayne, PA, to maximize uptime. If required by Customer, Customer shall provide the telecommunications equipment (including the routers to be installed at the Data Center), communication line, and services for connection from Customer's site to the Data Center. Database Instances AssetWorks will maintain a single Production Database instance. This Production Database will provide the daily, real-time transaction data to the Application users. In addition to the Production Database, AssetWorks will maintain one additional, non -production Database (Test). Upon request by Customer, AssetWorks will populate these additional Databases with Customer's Production data up to 4 times in any 12 month period at no additional cost. Backups For customers hosted in our data center in Wayne, PA, full database and incremental file system backups are taken each night and stored at an offsite facility. Backup data is retained for 14 days. Hours of System Operations The Application will be accessible and available to the Customer and capable of any and all normal operating functions 24 hours a day, seven days a week except for periods of Scheduled Maintenance and previously approved outages. AssetWorks will not be held responsible for inaccessibility arising from communications problems occurring anywhere beyond the AssetWorks side of the router resident at the Data Center, nor will these hours of unavailability be counted as unavailable. Data Center Maintenance AssetWorks will complete routine maintenance on the Application according to the published schedule. AssetWorks will publish schedules for subsequent years on its Customer Support web site. AssetWorks will provide at least 30 days notice to any changes in the schedule. If AssetWorks is required to perform additional maintenance outside of the Scheduled Maintenance window, it will notify the Customer in writing of its request. The Customer and the AssetWorks will mutually agree on the downtime, which will then beeconsidered a period of Scheduled Maintenance. Application Maintenance 1. Correction of Deviations Hosting Services Agreement Page 9 of 15 In the event that the Customer encounters an error andlor malfunction ("Deviation") in the Software, the Customer shall communicate the circumstances and any supporting information to AssetWorks. Upon receipt, AssetWorks will respond as follows: a. In the event that, in the mutual and reasonable opinion of AssetWorks and Customer, there exists a Deviation that does not constitute a serious impediment to the normal intended use of the Software, AssetWorks will correct the Deviation and distribute the correction in accordance with AssetWorks' normal Software revision schedule. b. In the event that, in the mutual and reasonable opinion of AssetWorks and the Customer, there exists a Deviation that does constitute a serious impediment to the normal intended use of the Software, AssetWorks will take such steps as are reasonably required to correct the Deviation in a commercially reasonable time frame. 2. Software Revisions. The Software may be revised by AssetWorks as a result of the correction of Deviations and/or the release of upgrades or improvements or modifications designed to improve the performance of the Software and/or to increase the capabilities of the Software (hereafter "Revisions"). No charge shall be made to the Customer for either Mandatory Revisions or Optional Revisions. 3. Telephone Hotline Assistance AssetWorks shall make available technically qualified personnel to respond to alt reasonable telephone requests, Monday through Friday, excluding State holidays, during normal business hours, that may be made by the Customer relating to the application and operation of the Software. At other times such personnel are available by beeper for emergencies. 4. Technical Literature AssetWorks shall make available to the Customer on line all technical literature that is considered by AssetWorks to be relevant to the Software and its use within the scope of Customer's operations. 5. Proper Use a. The Customer agrees that all reasonable effort shall be taken to ensure that neither the Software nor data files are misused. b. In the event that the Customer or its agents misuses the Software or data files, including, but not limited to, inserting, updating, deleting or otherwise modifying data through a means other than the Software, although AssetWorks is not obligated to correct such misuse, AssetWorks shall be entitled to attempt to correct the situation, if possible, at Customer's expense. c. In the event that diagnostic assistance is provided by AssetWorks, which, in the reasonable opinion of AssetWorks and the Customer, relates to problems not caused by a Deviation in the Software, such assistance shall be at the Customer's expense Hosting Services Agreement Page 10 of 15 Attachment 3 -- Fee Schedule This section provides the fees payable to AssetWorks. License fees are governed by a separate Software License Agreement between the parties. Start -Up Fee, Hosting The Hosting Set -Up fees are as follows for a 36 -Month contract: $7,500 Service Fees Structure AssetWorks will invoice Customer in advance on a monthly basis. The monthly service fees will begin on the effective date of this Agreement. Monthly fees for Services described on Attachment 2, including Application Maintenance. $ 3,100 HOSTING SERVICES F(eetFocus Hosting Environment Setup One-t$me',setup fee 5 5,000 $ 5 000 External Reporting Database o ie -urate letup fee S 2. § Zs One, me setupiees, extluiing relevant $ 7,5 0 FieetFoaus Hosting FiXed monthly fee up to 2000 units $ 2.1,3:60051351060i. �tiu Reporting Database Fixed, monthly fee, per server $ 500 $ FuelFocus hosting Per ICU 5 50 $ 100 Montht,�hosfing fee, excluding relevant taxes: $ 3;100: 36monlir a, moment One time setup fees $ 7,500` 1styear hosting $ 37,200 1st Year total S 44,700 Ad-hoc Reporting Database The Ad-hoc Reporting Database setup fees are as follows for a 36 -Month contract: Fee Adjustments For additional Customer database instances requested beyond the existing Production and Test instances, a one-time fee will be charged for creation and a per month fee will be charged as long as the instance exists at the Data Center. Additional Database Creation Fee Monthly Service Fee for Additional Database Monthly Service Fee for Ad-hoc Reporting Database Professional Services Fees Work requested by Customer beyond that described in Attachment 2, will be charged at the following rates. Before any work is done which would incur charges billed as Professional Services Fees, the AssetWorks will supply a proposal describing the work and providing an estimate of hours, cost, and completion date. Customer approval will be required before work can begin. Project Management, per hour Training and Subject Matter Expert Consulting, per hour Development, per hour Service Termination Fee If Customer terminates this Agreement other than pursuant to Section 8A, "Termination for Default," of the Agreement, a Service Termination Fee equal to 100% of the current Monthly Service Fees will be billed monthly until the end of the then current fiscal year of the Customer. . Additionally, in the event of termination by the Customer due to non -appropriation of funds during the Customer's annual budgetary process, the Customer shall only be responsible for payment of monthly fees through the end of the fiscal year for which funds were appropriated for this Agreement. Hosting Services Agreement Page 11 of 15 Travel Expenses In addition to the fees set forth above, with prior written approval from the Customer, Customer shall reimburse AssetWorks for reasonable air fare, meals, ground transportation, and other reasonable travel and living expenses incurred by AssetWorks in support of the Agreement during provision of support services at the Customer site. AssetWorks will adhere to the Customer's Travel Polices to the extent possible. Adjustment of Fees The fees set forth above shall remain in effect during the duration of the Initial Term of this Agreement beginning on the Effective Date. Hosting Services Agreement Page 12 of 15 EXHIBIT INSURANCE REQUIREMENTS CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this agreement until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. B. Contractor must furnish to the City's Risk Manager and Director of Fleet Services, 2 copies of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -written day notice of cancellation, required on all certificates or by applicable policy endorsements Bodily Injury and Property Damage Per occurrence - aggregate Commercial General Liability including: 1. Commercial Broad Form 2. Premises — Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury $1,000,000 Per Occurrence $2,000,000 Aggregate PROFESSIONAL LIABILITY (Errors & Omissions) $1,000,000 per cliam AUTO LIABILITY (including) 1. Owned 2. Hired and Non -Owned 3. Rented/Leased $1,000,000 Combined Single Limit WORKERS' COMPENSATION EMPLOYER'S LIABILITY Statutory $500,000 /$500,000 /$500,000 Hosting Services Agreement Page 13 of 15 C. In the event of accidents of any kind related to this agreement, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Contractor will be promptly met. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Contractor shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Contractor shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Contractor agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and Hosting Services Agreement Page 14 of 15 • Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non -renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a suspension, cancellation, or non -renewal of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this agreement. H. It is agreed that Contractor's insurance shall be deemed primary and non- contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2014 Insurance Requirements Fleet Services — Fleet Maintenance Management Software — Hosting Agreement 12/18/2014 ds Risk Management Hosting Services Agreement Page 15 of 15 AGENDA MEMORANDUM Future Item for the City Council Meeting of January 27, 2015 Action Item for the City Council Meeting of February 10, 2015 DATE: January 15, 2015 TO: Ronald L. Olson, City Manager FROM: Emily Martinez (361) 882-7448 emartinez©ccredc.com First Amendment to the Business Incentive Agreement Sam Kane Beef Processors, LLC CAPTION: Resolution approving the First Amendment to the Business Incentive Agreement between the Corpus Christi Business and Job Development Corporation ("Type A Corporation") and Sam Kane Beef Processors, LLC ("Sam Kane") to accelerate the incentive payments for the creation and retention of jobs at their beef packing plant in the City of Corpus Christi extra territorial jurisdiction. PURPOSE: Accelerate the payment of the incentive agreement to Sam Kane Beef Processors, LLC BACKGROUND AND FINDINGS: In June 2013 the City Council approved a Type A grant in the amount of $3,000,000 for Sam Kane Beef Processors, LLC for the creation of 100 new jobs and the retention of 739 jobs with an annual payroll of approximately $21 million. The agreement states the incentive will be paid out in five annual payments of $600,000. In June 2014 Sam Kane was in compliance with the agreement and had retained 739 jobs, created 27 jobs and paid annual wages of $26,431,048, far exceeding their stated goal. They received their first incentive payment of $600,000. The turnaround of Sam Kane Beef has been successfully implemented but they have simultaneously endured the effects of historic lows in the U.S. cattle supply and overcapacity in the industry. In 2014, Sam Kane recruited a strong team from across the industry and set up a new performance measure system. In addition, they have added significant new customers which have just begun taking products in quantity. Sam Kane is now seeing the results from this work and will be performing better than the market average on sales as they head into 2015. Their challenge will continue to be weathering the market; however indicators show that relief will begin early in 2015 and they expect profitability will return strongly in 2016. Drought conditions for much of the last 8-10 years have forced ranchers to sell off most of their herds. This is a typical cycle in the cattle industry, although it has been much deeper this time than in past years. Recent rainfalls in the last several months have resulted in the beginning of recovery for the cattle industry. Sam Kane keeps a detailed inventory of cattle in feed yards going out six months. They currently have enough cattle available to support their current run rate, with availability rising through the summer months, which is typical of the season. The herds will rebound due to supply and demand. With cattle bringing record prices, the ranchers will look to sell some but also to hold some back to generate more inventory. This is according to the Cattle Fax, National Cattlemen's Association, National Cattle Buyers Association, North American Meat Institute — all parties agree that herd rebuilding is underway. Sam Kane continues to make capital investments at the facility to ensure maximum reliability and efficiency. In addition the owners have recently made an additional investment of $8 million to help cover operating costs. Sam Kane is requesting that the remaining balance of the Type A grant ($2,400,000) be accelerated and paid out this year to assist the company while the market rebounds. The Type A Board voted to approve the accelerated payment at their January 19, 2015 meeting. ALTERNATIVES: The Council may disapprove this request. Sam Kane will likely not have the capital to see them through the recovery and as a result may be forced to close the facility and lay off their entire workforce of 700 employees. In addition this closure will also affect approximately 33 feed yards within the South Texas region that provide cattle to Sam Kane, transportation companies, and farmers. OTHER CONSIDERATIONS: Sam Kane is the last beef processing facility in South Texas. The increased transportation costs of shipping cattle, and the general stress on cattle due to travel would shut down the cattle industry in South Texas directly affecting feed lots and ranchers. CONFORMITY TO CITY POLICY: This project is consistent with the City's stated goals of promoting economic development and incentivizing business to expand and thrive in Corpus Christi. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget 3,000,000 0 3,000,000 Encumbered / Expended Amount 600,000 0 600,000 This item 2,400,000 0 2,400,000 BALANCE 0 0 0 Fund: 1140 Type A Large Project RECOMMENDATION: Staff recommends approval of the pre -payment to Sam Kane Beef Processors, LLC in the amount of $2,400,000. LIST OF SUPPORTING DOCUMENTS: Resolution Sam Kane Type A Agreement Page 1 of 2 Resolution Approving the First Amendment to the Business Incentive Agreement between the Corpus Christi Business and Job Development Corporation ("Type A Corporation") and Sam Kane Beef Processors, LLC ("Sam Kane") to accelerate the incentive payments for the creation and retention of jobs at their beef packing plant in the City of Corpus Christi extra territorial jurisdiction Whereas, the Type A Corporation has budgeted funds to assist businesses create and retain jobs in the City of Corpus Christi, Texas ("City"); Whereas, The Type A Corporation and the City Council approved in June 2013 a grant to Sam Kane of $3,000,000 with equal payments of $600,000 over 5 years that was deemed in the best interest of the City and citizens and approved the business incentive agreement for the creation and retention of jobs at Sam Kane between the Type A Corporation and Sam Kane; Whereas, Sam Kane is faced with market difficulties beyond their control and, having been paid $600,000 in the first year of the grant, has requested the remaining incentive amount of $2,400,000 be accelerated to this year; and Whereas, The Type A Corporation voted on January 19, 2015 to approve the amendment, setting forth various conditions for the acceleration and requiring the retention of 739 jobs and the creation of 70 jobs for 809 jobs in total; Now, therefore, be it resolved by the City Council of the City of Corpus Christi, Texas: SECTION 1. That the first amendment to the business incentive agreement for the creation and retention of jobs at Sam Kane between the Type A Corporation and Sam Kane, which is on file at the City Secretary's office, is approved. This resolution takes effect upon City Council approval on this the day of , 2015. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Nelda Martinez Mayor APPROVED: day of , 2015. Corpus Christi, Texas of , 2015 The above resolution was passed by the following vote: Nelda Martinez Brian Rosas Carolyn Vaughn Colleen McIntyre Rudy Garza Lillian Riojas Lucy Rubio Mark Scott Chad Magill Page 2 of 2 FIRST AMENDMENT TO THE BUSINESS INCENTIVE AGREEMENT BETWEEN THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AND SAM KANE BEEF PROCESSORS, INC FOR CREATION AND RETENTION OF JOBS This First Amendment to the Business Incentive Agreement ("Amendment") is entered into between the Corpus Christi Business and Job Development Corporation ("Corporation") and Sam Kane Beef Processors, LLC ("Sam Kane"), a Texas Limited Liability Company. WHEREAS, the Corporation and Sam Kane entered into a certain Business Incentive Agreement between the Corpus Christi Business and Job Development Corporation ("Corporation") and Sam Kane Beef Processors, LLC ("Sam Kane"), a Texas Limited Liability Company for the creation of jobs at their beef processing facility located in Corpus Christi, Texas, dated July 15, 2013 ("Agreement"); WHEREAS, Sam Kane has requested to accelerate the remaining incentive payments to be paid this fiscal year; WHEREAS, on January 19, 2015 the Board determined that it is in the best interests of the citizens of Corpus Christi, Texas to amend the Agreement; NOW, THEREFORE, in consideration of the covenants, promises, and conditions stated in the Amendment, the Corporation and Sam Kane agree as follows: 1. The effective date of this Amendment is the latest date that either party executes this Amendment. 2. Exhibit A of the Agreement is hereby amended such that Sections 1 and 2 thereof are deleted and replaced with the following: 1. Sam Kane shall retain 739 full-time jobs during the term of this Agreement, with an average annual salary of $27,700 per year. Sam Kane shall create at least 70 full-time jobs over the term of this Agreement. a. Sam Kane has been paid $600,000 for the first year and will be paid $2,400,000 in the second year. b. Should the Company fall below the Performance Standards at the end of the term of the Agreement, Sam Kane shall pay back the reduced percentage of the Remaining Cash Incentive (as illustrated below). Such reduction will be in that percentage equal to the percentage Sam Kane's performance falls below the Performance Standards. However, if Sam Kane's performance falls below 70% at the end of the term of the Agreement, then Sam Kane shall pay back the Remaining Cash Incentive. As an illustration, the reduced Remaining Cash Incentive shall be calculated as follows: if at the end of the term of the Agreement Sam Kane only has 750 full-time employees, which represents 92.7% of 809 full-time employees, Sam Kane would be required to pay back 7.3% of the Remaining Cash Incentive (i.e., $175,200). As a further illustration, if at the end of the term of the Agreement Sam Kane only has 550 full-time employees, which represents 68% of 809 full-time employees, Sam Kane would be required to pay back the full amount of the Remaining Cash Incentive. 1 Type A Business Incentive Agreement Amendment Sam Kane 4 Type A Bus Incen Agmt Sam Kane Beef 01-20-15 c. Prior to receiving the above-described payment for the second year, Sam Kane must provide to the Corporation a schedule that sets forth for Sam Kane the capital invested to -date in Sam Kane by its current and prior members; d. During the term of this Agreement, Sam Kane's capital distributions will be limited to "Tax Distributions," which are distributions to Sam Kane's members that are limited to amounts intended to facilitate the members' payment of their respective tax obligations relating to any calendar year. If, however, during the term of this Agreement Sam Kane makes capital distributions other than Tax Distributions, Sam Kane will be obligated to return the $2,400,000 second year grant payment to the Corporation, and the original performance standards, and associated $600,000 per year incentive payments, will be restored as they currently appear on Exhibit A of the Agreement. [Remainder of Page Intentionally Left Blank] 2 Type A Business Incentive Agreement Amendment Sam Kane 4 Type A Bus Incen Agmt Sam Kane Beef 01-20-15 Corpus Christi Business & Job Development Corporation By: Date: Attest: By: Bart Braselton President Rebecca Huerta Assistant Secretary Sam Kane Beef Processors, LLC By: Date: Louis A. Waters, Jr. President THE STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on , 2015, by Louis A. Waters, Jr., President, for Sam Kane Beef Processors, LLC a Texas Limited Liability Company, on behalf of the Sam Kane Beef Processors, LLC. Notary Public State of Texas 3 Type A Business Incentive Agreement Amendment Sam Kane 4 Type A Bus Incen Agmt Sam Kane Beef 01-20-15 AGENDA MEMORANDUM Future Item for the City Council Meeting of January 27, 2015 Action Item for City Council Meeting February 10, 2015 DATE: 1/14/2015 TO: Ronald L. Olson, City Manager THRU: Susan Thorpe, Assistant City Manager SThorpe@cctexas.com 361-826-3898 FROM: Eddie Ortega, Director of Housing and Community Development EddieO@cctexas.com 361-826-3234 Approving grant funds for the rehabilitation of the La Armada II Public Housing Complex. CAPTION: Motion approving grant funds for the rehabilitation of the La Armada II Public Housing Complex, and authorizing the City Manager or his designee to execute an affordable housing agreement with the Corpus Christi Housing Authority. PURPOSE: The Corpus Christi Housing Authority will rehabilitate 93 units of the La Armada II Public Housing Complex, which will bring 93 previously unused units back into service. The executed grant will authorize the Corpus Christi Housing Authority to carry out this scope of work. BACKGROUND AND FINDINGS: La Armada was built in 1939 and 1940 as military housing. Since completing its military service, La Armada II has served citizens of Corpus Christi as Public Housing. However, after 70 years of use, the property is in desperate need of revitalization. Currently 93 of the 400 units have been removed from service due to physical deterioration. By utilizing this funding request as leverage to assist the CCHA, the CCHA plans to utilize its HUD Operating Financing Program and Capital Fund Program as their funding sources. Construction will be completed over a two year period with an estimated cost of $5.3 million. The request for $500,000 represents an approximate 10% match toward the project which will be received over two fiscal years from the Type A Board. On January 19, 2015, the Type A Board approved a funding grant request from the Corpus Christi Housing Authority for the amount of $500,000 for the rehabilitation of the La Armada II Complex. Of the $500,000 that is to be awarded, $350,000 will be funded from FY2014-2015 and the remaining balance of $150,000 will be funded from FY2015-2016 Type A Affordable Housing funds. On January 20, 2015, the Corpus Christi City Council approved the 2014 revisions of the Corpus Christi Business and Job Development Corporation Affordable Housing Goals and Strategies which was to acknowledge and allow for the support of rental housing projects as an Affordable Housing strategy for the citizens of Corpus Christi. The execution of this funding agreement will allow the revitalization of La Armada II Public Housing Complex to move forward to bring 93 vacant units back online and the remaining 307 units are being rehabilitated, improved and modernized. Within the Type A funding allocation, $300,000 remain for Homebuyer Assistance funding for the remainder of the fiscal year as well as $150,000 remains available for other affordable housing projects. ALTERNATIVES: N/A OTHER CONSIDERATIONS: N/A CONFORMITY TO CITY POLICY: This project is consistent with the Type A Board's Affordable Housing Goals and Strategies. This grant will be used for the support of affordable rental housing for the very low-income citizens of Corpus Christi. EMERGENCY / NON -EMERGENCY: Immediate action is necessary for the efficient and effective administration of the City's affairs. This is a routine, non -controversial item. DEPARTMENTAL CLEARANCES: Housing and Community Development staff, along with the Legal Department staff have reviewed and cleared the proposed amendment. FINANCIAL IMPACT: Operating Expense Fiscal Year: 2014-2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $350,000 $350,000 Encumbered / Expended Amount This item $350,000 $350,000 BALANCE Fund(s): Comments: N/A RECOMMENDATION: Housing and Community Development staff recommends the approval of grant funds for the rehabilitation of La Armada II Housing Complex and to authorize the City Manager or his designee to execute an Affordable Housing Agreement with the Corpus Christi Housing Authority. LIST OF SUPPORTING DOCUMENTS: None AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of February 10, 2015 Second Reading for the City Council Meeting of February 17, 2015 DATE: January 30, 2015 TO: Ronald L. Olson, City Manager FROM: Dan M. Grimsbo, P.E., Director, Development Services Department DanG@cctexas.com (361) 826-3595 Rezoning from Single -Family to Apartments For The Convent Academy of the Incarnate Word Property Address: 5409 Lipes Boulevard CAPTION: Case No. 0115-01 The Convent Academy of the Incarnate Word: A change of zoning from the "RS -6" Single -Family 6 District to the "RM -1" Multifamily 1 District, resulting in a change to the Future Land Use Plan from low density residential to medium density residential uses. The property is described as being 26.32 acres out of Lots 6 and 7, Section 6, Flour Bluff and Encinal Farm and Garden Tracts, located along the south side of Lipes Boulevard approximately 650 feet west of South Staples Street. PURPOSE: The purpose of this item is to rezone the property to allow development of multifamily uses. RECOMMENDATION: Planning Commission and Staff Recommendation (January 14, 2015): Approval of the change of zoning from the "RS -6" Single -Family 6 District to the "RM -1" Multifamily 1 District. BACKGROUND AND FINDINGS: As detailed in the attached report, the applicant is requesting a rezoning from the "RS -6" Single -Family 6 District to the "RM -1" Multifamily 1 District to allow construction of multifamily uses such as apartments, townhomes and an assisted living facility. The proposed rezoning to the "RM -1" Multifamily 1 District is not consistent with the adopted Future Land Use Plan, but it is consistent with other elements of the Southside Area Development Plan and Comprehensive Plan. The proposed rezoning is compatible with the surrounding developments, and would not have a negative impact on surrounding properties. A buffer yard and additional setback requirements will be required at the southern boundary of the subject property where it is adjacent to a single-family neighborhood. The subject property is suited for multifamily uses. ALTERNATIVES: 1. Deny the request. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: The Comprehensive Plan and the Southside Area Development Plan (ADP) slate the subject property for low density residential uses. The proposed change of zoning of the 26.32 -acre tract of land to the "RM -1" Multifamily 1 District is not consistent with the adopted Future Land Use Map, but meets other criteria of the Comprehensive Plan and ADP. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal and Planning Commission FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital Z Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: None LIST OF SUPPORTING DOCUMENTS: Presentation - Aerial Map Ordinance Planning Commission Final Report Ordinance amending the Unified Development Code ("UDC"), upon application by The Convent Academy of the Incarnate Word ("Owner"), by changing the UDC Zoning Map in reference to 26.32 acres out of Lots 6 and 7, Section 6, Flour Bluff and Encinal Farm and Garden Tracts, from the "RS -6" Single -Family 6 District to the "RM -1" Multifamily 1 District; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application of The Convent Academy of the Incarnate Word ("Owner"), for an amendment to the City of Corpus Christi's Unified Development Code ("UDC") and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, public hearings were held on Wednesday, January 14, 2015, during a meeting of the Planning Commission, and on Tuesday, February 10, 2015, during a meeting of the City Council, during which all interested persons were allowed to appear and be heard; and WHEREAS, the City Council has determined that this amendment would best serve the public health, necessity, convenience and general welfare of the City of Corpus Christi and its citizens. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Upon application made by The Convent Academy of the Incarnate Word ("Owner"), the Unified Development Code ("UDC") of the City of Corpus Christi, Texas ("City"), is amended by changing the zoning on 26.32 acres out of Lots 6 and 7, Section 6, Flour Bluff and Encinal Farm and Garden Tracts, located along the south side of Lipes Boulevard approximately 650 feet west of South Staples Street (the "Property"), from the "RS -6" Single -Family 6 District to the "RM -1" Multifamily 1 District (Zoning Map No. 045032), as shown in Exhibits "A" and "B." Exhibit A, which is a metes and bounds description of the Property, and Exhibit B, which is a map to accompany the metes and bounds, are attached to and incorporated in this ordinance by reference as if fully set out herein in their entireties. SECTION 2. The official UDC Zoning Map of the City is amended to reflect changes made to the UDC by Section 1 of this ordinance. SECTION 3. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011, and as amended from time to time, except as changed by this ordinance, both remain in full force and effect. SECTION 4. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 5. All ordinances or parts of ordinances specifically pertaining to the zoning of the Property and that are in conflict with this ordinance are hereby expressly repealed. SECTION 6. Publication shall be made in the City's official publication as required by the City's Charter. The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20 , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas The foregoing ordinance was read for the second time and passed finally on this the day of , 20 , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas PASSED AND APPROVED this the day of , 20 ATTEST: Rebecca Huerta City Secretary Nelda Martinez Mayor 0115-01 Ordinance - The Covent Academy of Incarnate the Word Page 2 of 2 MURRAY 13ASs, JR., P.E., R.P.L.S. NIxoN M. WELSH, www.hass-welsh.com BASS & WELSH ENGINEERING Engineering Firm Reg. No. F-52 Surveying Firm Reg. No. 100027-00 P.O. Box 6397 Corpus Christi, TX 78466-6397 Field Note Description 26.32 Acre Tract May 16, 2012 3054 S. ALAMEDA, 11P 78404 361 882-5521=- FAX 361 882-1265 e-mail: murravlr@aol.com e-mail: nixmw@aol.com Being a tract situated in Corpus Christi.. Nueces County, Texas a portion of Lots 6 and 7, Section 6, Flour Bluff and Encinal Farm and Garden Tracts as shown on the map thereof recorded in Volume "A" at Pages 41 through 43 of the Map Records of Nueces County, Texas and being generally described as the east 26.32 acres of that 41.32 acre tract described in the Warranty Deed to Convent Academy of the Incarnate Word recorded under Clerk's File No.2006056129 of the Official Public Records of Nueces County, Texas and being more particularly described by metes and bounds as follows: BEGINNING at a 5/8 inch iron rod found at the northeast corner of the heretofore referenced 41.32 acre tract for the northeast comer of this tract; THENCE S 28`57'10' W along the east boundary of the 41.32 acre tract and the west boundary of Lot 1-A, Block 1, Stonehenge, Unit 1, a map of which is recorded in Volume 64 at Page 286 of the Map Records of Nueces County, Texas and Lot 1: Block 1, San Marin, a map of which is recorded in Volume 57 at Page 193 of the Map Records of Nueces County, Texas, a distance of 958.04 feet to a 5/8 inch iron rod found for the south boundary of Henderson Street, a public roadway, the southeast corner of the 41.32 acres, for the southeast corner of this tract; THENCE N 61°04'37" W along the south boundary of the 41.32 acres, a distance of 1,209.58 feet to a point for the southwest corner of this tract, said point being the southeast corner of a heretofore described 15.0 acre tract; THENCE N 28°55'23"E across the 41.32 acre tract, along the east boundary of the 15.0 acre tract, a distance of 918.67 feet to a point in the south right-of-way line of Lipes Boulevard the northeast corner of the 15.0 acre tract and the northwest corner of this tract; THENCE along the south right-of-way line of Lipes Boulevard S 61°02'50" E a distance of 176.50feet to the point of curvature of a curve to the left; THENCE along said curve to the left whose radius is 623.94 in an easterly direction, a distance of 125.64 feet to the point of tangency of said curve; THENCE continuing along the south right-of-way line of Lipes Boulevard S 72°35'03" E a distance of 100.00 feet to the point of curvature of a curve to the right; THENCE continuing along the south right-of-way line of Lipes Boulevard on said curve to the right, whose radius is 365.96 feet in a southeasterly direction, a distance of 73.69 feet to the point of tangency of said curve; 07013 -Field Note Desc3.doc Page 1 of 2 Exhibit "A" THENCE continuing along the south right-of-way line of Lipes Boulevard, S 61°02'50" E a distance of 737.59 feet to the POINT OF BEGINNING, forming a tract embracing 26.32 acres. Note Basis of Bearing Is the west line of the 41.32 acre tract. 07013 -Field Note Desc3.doc rray Bass,'Jr., R.P.L.S. Page 2 of 2 Exhibit "A" (0* ®SSG ATei\b" .-5- e; \';5651, CP ,1.5" ? IIIPES BLVD. S72'3 -03"E S61'02'50"E 100•0° L •'J- & ARMC NOSSL AIL V. 46, P I0 J 176.50' '14 S28'55123NW N28`55'23E 1 9, FL or,6'5.6 6� • �? 51 Gv 041�5. 5 2"$—?A 9 CORPU! RE! VOLUME V CHRISTI RETIREMENT iIDENCE ADDTfION , PAGES 171 & 172, M.R.N.C.T. S61'02'50"E 737.59' N Area = 26.32 Acres N61'04'37 1209.58' Fnd 5/8 I.R� Point of Beginning 0 S28'57' 10"W 7.ru[ • _HENDERSON 5T 17 LOT 6, SECTION 6 FB & EF & GT VOL. A, PGS.41-43. M.R.N.C.T. LOT 7, SECTION 6 FB & EF & GT VOL. A, PGS.41-43, M.R.N.C.T. F5 0 ROOSED REZONING -RESIDENTIAL CONVENT ACADEMY Prepared by: Bass & Welsh Engineering 3054 So. Alameda St. Corpus Christi, Tx. 78404 (361) 882-5521 (phone) (361) VIRMREG882-1265 (fax) REGISTRATION N 52 OF THE INCARNATE WORD -APPLICANT Job No: 07013 Scale: 1..200i Date: 6/01/12 Drawing No: 07013URBAN Plotscale: 1=1 Sheet 3 of 3 Exhibit "B" Aerial Overview ubject Propert N 1 Aerial N PLANNING COMMISSION FINAL REPORT Case No. 0115-01 HTE No. 14-10000048 Planning Commission Hearing Date: January 14, 2015 Applicant & Legal Description Applicant/Owner: The Convent Academy of the Incarnate Word Representatives: Scott Smith and Wayne Lundquist Legal Description/Location: Being 26.32 acres out of Lots 6 and 7, Section 6, Flour Bluff and Encinal Farm and Garden Tracts, located along the south side of Lipes Boulevard approximately 650 feet west of South Staples Street. Zoning Request From: "RS -6" Single -Family 6 To: "RM -1" Multifamily 1 District Area: 26.32 acres Purpose of Request: To allow development of multifamily uses. Existing Zoning and Land Uses Existing Zoning District Existing Land Use Future Land Use Site "RS -6" Single -Family 6 Vacant Low Density Residential North "RS -6" Single -Family 6, "ON" Office and "RS TF" Two -Family Parks, Low Density Vacant and Medium Density Residential Parks, Low Density Residential, Professional Office and Medium Density Residential South "RS -6" Single -Family 6 Density Vac �t and Low Residential Low Density Residential East "RM -1" Multifamily 1 Public Semi -Public and Medium Density Residential Medium Density Residential West "RM -1" Multifamily 1 Convent Medium Density Residential ADP, Map & Violations Area Development Plan: The subject property is located within the boundaries of the Southside Area Development Plan and is planned for low density residential uses. The proposed rezoning to the "RM -1" Multifamily 1 District is not consistent with the adopted Future Land Use Plan, but it is consistent with other elements of the Southside Area Development Plan. Map No.: 045032 Zoning Violations: None Staff Report Page 2 Transportation Transportation and Circulation: The subject property has approximately 1,220 feet of street frontage along Lipes Boulevard, which is designated as a "01" Minor Residential Collector, and 130 feet of street frontage on Henderson Street, which is a local residential street. The property is located approximately 650 feet west of South Staples Street, which is designated as an "A3" Primary Arterial Divided street. There are no traffic calculations for average daily trips on this section of Lipes Boulevard. The nearest intersection with calculated trips is South Staples Street and Saratoga Boulevard with 17,712 average daily trips. Street R.O.W. Street Urban Transportation Plan Type Proposed Section Existing Section Lipes Boulevard "01" Minor Residential 60' ROW 40' paved 65' ROW 40' paved Traffic Volume (2014) N/A Henderson Street Local Residential 50' ROW 28' paved 80' ROW 65' paved N/A Staff Summary: Requested Zoning: The applicant is requesting a rezoning from the "RS -6" Single - Family 6 District to the "RM -1" Multifamily 1 District to allow development of multifamily dwellings. The "RM -1" District supports a maximum density of 22 dwelling units per acre compared to the current zoning "RS -6" District supporting 7.26 dwelling units per acre. Development Plan: The applicant owns the entire 26.32 -acre tract of land and the adjacent 15 acres to the west where a convent facility currently is under construction. The applicant intends to sell the 26.32 acres for development of an apartment complex, an assisted living facility and possibly townhomes, which would require a change of zoning to a Multifamily District. Existing Land Uses & Zoning: North of the subject property, across Lipes Boulevard, is a park and single-family development in the "RS -6" Single -Family 6 District, a retirement facility in the "RS -TF" Two -Family District and a vacant lot zoned "ON" Office. South of the subject property is a single-family development in the "RS -6" Single -Family 6 District. East of the subject property is an apartment complex and a church in the "RM -1" Multifamily 1 District. West of the subject property is a convent under construction in the "RM -1" Multifamily 1 District. AICUZ: The subject property is not located in one of the Navy's Air Installation Compatibility Use Zones (AICUZ). Staff Report Page 3 Comprehensive Plan & Area Development Plan Consistency: The Comprehensive Plan and the Southside Area Development Plan (ADP) slate the subject property for low density residential uses. The proposed change of zoning of the 26.32 -acre tract of land to the "RM -1" Multifamily 1 District is not consistent with the adopted Future Land Use Map, but meets other criteria of the Comprehensive Plan and ADP, such as: • Encouraging infill development on vacant tracts within developed areas (Comprehensive Plan, Residential Policy Statement F), • Locating medium -density residential development along a collector street with convenient access to an arterial street (Comprehensive Plan, Residential Policy Statement H), • Providing for a compatible configuration of activities with emphasis on accommodation of existing zoning patterns and the protection of low- density residential activities from incompatible activities (Southside ADP Policy Statement 8.1), • Buffering high-intensity commercial areas from low-density residential areas through the existence of roads, public/institutional buildings, open space, scale of designs, and transitional land uses (Southside ADP Policy Statement 8.6), and • Discouraging new high-intensity commercial developments from locating directly adjacent to low -intensity residential areas without an adequate transition or buffer (Southside ADP Policy Statement 8.7). Plat Status: The subject property is not platted. Department Comments: • Buffer Yard Requirements: The development would be required to provide a physical buffer between the "RM -1" District and the "RS -6" District located on the south side of the subject property. The zoning differences require a "Type A" Buffer Yard, which includes a 10 -foot -wide landscaped buffer yard and 10 points as referenced in UDC Table 7.9.7. The relocation of the 50 -foot -wide private drainage ditch to the south side of the property also provides a physical buffer from the low density residential uses. • The rezoning is consistent with the Comprehensive Plan and with elements of the Southside Area Development Plan as outlined in the previous section of this report. • The rezoning is compatible with the adjacent uses and with the character of the neighborhood. • The property is suited for the proposed uses - an apartment complex, townhomes and assisted living facilities. • The rezoning does not have a negative impact on the surrounding neighborhood because it is compatible with the surrounding uses and zoning and has access to roadways capable of handling increased traffic. Additionally, a buffer yard and additional setback requirements will be required at the southern boundary of the subject property where it is adjacent to a single-family neighborhood. Staff Report Page 4 Planning Commission and Staff Recommendation: Approval of the change of zoning from the "RS -6" Single -Family 6 District and to the "RM -1" Multifamily 1 District. Public Notification Number of Notices Mailed — 58 within 200 -foot notification area 10 outside notification area As of January 30, 2015: In Favor — 0 inside notification area — 0 outside notification area In Opposition — 1 inside notification area — 0 outside notification area Totaling 0.31% of the land within the 200 -foot notification area in opposition. Attachments: 1. Location Map (Existing Zoning & Notice Area) K:\DevelopmentSvcs\SHARED\ZONING CASES\2015\0115-01 The Convent Academy of the Incarnate Word\Council Documents\Report for CC_0115-01The Convent Academy of the Incarnate Word.docx S=6 RS -6 • � Q Dov e RS -TF 0 SUBJECT 38 PROPERTY G 32 25 a X14 49 ry 540. N 40 —3►39 471.1648 50* CO a '4fta M y4�a, c "R a 4MF<O N co CN- N 1411'4 N M M 29* M 18R M 19`57 M P UID NP , U/D ti / 4 0 12 13 0,21 CG -2 / 80F ett / ti G-2 CG -2 9. te/Created: 12415/2014 Prepared By: jTeremym epartmept of/Development Services 0115-01 Zoning & Notice Area RM -1 Multifamily 1 RM -2 Multifamily 2 RM -3 Multifamily 3 ON Professional Office RM -AT Multifamily AT CN -1 Neighborhood Commercial CN -2 Neighborhood Commercial CI CBD FR BP Resort Commercial Resort Commercial General Commercial General Commercial Intensive Commercial Downtown Commercial Resort Commercial Farm Rural Historic Overlay Business Park IL Light Industrial IH Heavy Industrial PUD Planned Unit Dev. Overlay RS -10 Single -Family 10 RS -6 Single -Family 6 RS -4.5 Single -Family 4.5 RS -TF Two -Family RS -15 Single -Family 15 RE Residential Estate RS-TH Townhouse SP Special Permit RV Recreational Vehicle Park RMH Manufactured Home nSubject Property 0 Owners with 200' buffer in favor A Owners within 200' listed on V Owners Z attached ownership table A in opposition LOCATION MAP City of AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of February 10, 2015 Second Reading for the City Council Meeting of February 17, 2015 DATE: January 30, 2015 TO: Ronald L. Olson, City Manager FROM: Dan M. Grimsbo, P.E., Director, Development Services Department DanG@cctexas.com (361) 826-3595 Rezoning from Residential Estate to Single -Family For MPM Development LP Property Address: 8410 South Staples Street CAPTION: Case No. 0115-03 MPM Development LP: A change of zoning from the "RS -22" Single - Family 22 District to the "RS -15" Single -Family 15 District, not resulting in a change to the Future Land Use Plan. The property is described as Lots 1 through 7, Block 1 and Lots 1 through 28, Block 2, King Estates Unit 4, located near the southeast corner of South Staples Street (FM 2444) and South Oso Parkway. PURPOSE: The purpose of this item is to reduce side yard requirements from ten feet to five feet in the 35 -lot subdivision. RECOMMENDATION: Planning Commission and Staff Recommendation (January 14, 2015): Denial of the change of zoning from the "RS -22" Single -Family 22 District to the "RS -15" Single -Family 15 District and, in lieu thereof, approval of a change of zoning to the "RS-22/SP" Single -Family 22 District with a Special Permit subject to the following conditions: 1. Permitted Uses: The only uses authorized by this Special Permit are those authorized by the "RS -22" Single -Family 22 District. 2. Setbacks: The Property shall provide a minimum side yard setback of five feet. All other setbacks, open space, and height requirements shall comply with the "RS -22" Single -Family 22 District. 3. Time Limit: In accordance with the UDC, this Special Permit shall be deemed to have expired within 12 months of this ordinance unless a complete building permit application has been submitted, and the Special Permit shall expire if the allowed use is discontinued for more than six consecutive months. BACKGROUND AND FINDINGS: As detailed in the attached report, the applicant is requesting a rezoning from the "RS - 22" Single -Family 22 District to the "RS -15" Single -Family 15 District in order to reduce side yard requirements from ten feet to five feet. The applicant/developer will construct homes ranging in size from 2,500 square feet to 3,500 square feet. The proposed rezoning is compatible with the surrounding developments, and would not have a negative impact on surrounding properties. The subject property is suited for the proposed project. The applicant is agreeable to the Special Permit recommended by Planning Commission/Staff. ALTERNATIVES: 1. Approve the Planning Commission/Staff recommendation of "RS-22/SP" Single - Family 22 District with a Special Permit (as recommended). 2. Approve the "RS -15" Single -Family 15 District 3. Deny the request altogether. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: The Comprehensive Plan and the London Area Development Plan (ADP) slate the subject property for low density residential uses. The proposed change of zoning to the "RS -15" Single -Family 15 District or to the "RS-22/SP" Single -Family 22 District with a Special Permit (as recommended) is consistent with the adopted Future Land Use Plan. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal and Planning Commission FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital Z Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: None LIST OF SUPPORTING DOCUMENTS: Presentation - Aerial Map "RS-22/SP" Ordinance with Exhibits "RS -15" Ordinance with Exhibits Planning Commission Final Report with Attachments Ordinance amending the Unified Development Code ("UDC"), upon application by MPM Development LP and Miguel Pro ("Owners"), by changing the UDC Zoning Map in reference to Lots 1 through 7, Block 1 and Lots 1 through 28, Block 2, King Estates Unit 4 from the "RS -22" Single -Family 22 District to the "RS -15" Single -Family 15 District; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application of MPM Development LP and Miguel Pro ("Owners"), for an amendment to the City of Corpus Christi's Unified Development Code ("UDC") and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, public hearings were held on Wednesday, January 14, 2015, during a meeting of the Planning Commission, and on Tuesday, February 10, 2015, during a meeting of the City Council, during which all interested persons were allowed to appear and be heard; and WHEREAS, the City Council has determined that this amendment would best serve the public health, necessity, convenience and general welfare of the City of Corpus Christi and its citizens. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Upon application made by MPM Development LP and Miguel Pro ("Owners"), the Unified Development Code ("UDC") of the City of Corpus Christi, Texas ("City"), is amended by changing the zoning on Lots 1 through 7, Block 1 and Lots 1 through 28, Block 2, King Estates Unit 4, located near the southeast corner of South Staples Street (FM 2444) and South Oso Parkway (the "Property"), from the "RS -22" Single -Family 22 District to the "RS -15" Single -Family 15 District (Zoning Map No. 046030), as shown in Exhibit "A" and Exhibit "B." Exhibit "A", which is a map pertaining to the Property, and Exhibit B, which is the recorded plat of the Property, are attached to and incorporated in this ordinance by reference as if fully set out herein in their entireties. SECTION 2. The official UDC Zoning Map of the City is amended to reflect changes made to the UDC by Section 1 of this ordinance. SECTION 3. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011, and as amended from time to time, except as changed by this ordinance, both remain in full force and effect. SECTION 4. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 5. All ordinances or parts of ordinances specifically pertaining to the zoning of the Property and that are in conflict with this ordinance are hereby expressly repealed. SECTION 6. Publication shall be made in the City's official publication as required by the City's Charter. The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20 , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas The foregoing ordinance was read for the second time and passed finally on this the day of , 20 , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas PASSED AND APPROVED this the day of , 20 ATTEST: Rebecca Huerta City Secretary Nelda Martinez Mayor 0115-03 RS -15 Ordinance - MPM Development LP Page 2 of 2 RE y S'STAPLES'ST 0 "fir/ j ) / ;./� ee"/"4:; A :1 Jy AEr f If 1 rfir r,/% / r 'r i FR SUBJECT PROPERTY N R KING ACRES DR 7. 810 f� R SP/04-10 re ared —12718 Preaared Sy: /e"iemym Department oflDe�fopment_Servfc a1 j CASE: 0115-03 SUBJECT PROPERTY WITH ZONING Subject Property RM -1 Multifamily 1 RM -2 Multifamily 2 RM -3 Mufti -family 3 ON Professional Office RM -AT Multifamily AT CN -1 Neighborhood Commercial CN -2 Neighborhood Commercial CR -1 Resort Commercial CR -2 Resort Commercial CG -1 General Commercial CG -2 General Commercial CI Intensive Commercial CBD Downtown Commercial CR -3 Resort Commercial FR Farm Rural H Historic Overlay BP Business Park IL Light Industrial IH Heavy Industrial PUD Planned Unh De, Overlay RS -10 Stngle-Family 10 RS -6 Single -Family 6 RS -4.5 Single -Family 4.5 RS -TF 1Wo-Family RS -15 Single -Family 15 RE Residential Estate RS-TH Townhouse SP Special Permit RV Recreational Vehicle Park RMH Manufactured Home S BJECT 1,ROPE T -.Y Sl' N `11� ILOCATIO N MAP] City of Corpus Christi EXHIBIT A 2O• CL SMITH STAPLES STREET E FM 2444) _ S89'58 05'E 596 19' 089' 58' 05' E r00117'03 SECT. 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II POINT Ai 2' TO LOT +n 6. 0 50' 100' 7700• CORNER `cORUFR NOT un STATE Or T.. mLuir OF RACES DEVELOP... LP. HEREBY CIR., THAT WE ARE THE OWNERS OF 110 ueD DAMAGED MD P HE 00121.01. OF THEOroom. PUT. SUBECI TO A LS. m A Or 1 C NRUUTr TDA n RE HAVE HAD SRO LAND SURVEYED PUB DE 057FOREVER, .ORE NOT PREVIOUSLY TREETS .0 050.1. E0 1ED. 607EERHAVE BEEN RCBT DEDICATED OF THE PUBUC USE FOOER RRA\0 THAT 105 PUT WAS DUX NR THE POSES TIP, THE DAr Dr f e-10.136�� STATE OF EMS / YhR TAD:IAiI. CET.. PARTNER COUNTY DE MEC. THIS INSTRV,ENT WAS ACNNNOr.VL61GED .GORE uE BY 'ANO POST. ' R. MC (.) DAY DE` y 1, 1'-V.-- 3D 14- f +-. LIM1D OUENO E I1L�-L111�u `1`1 Sppi lE%ai IN ANC FOR THE T --1 1H[. )1 AT TSTA Y. SCALE 1'= IOW 6f. I F N 1 F 1/ R FEAT T. "SLBE FLOM ELEVATION GLOTS 0527 LULEL 15. CR 24071THE HIGHEST CENSE.. OF PVEONT ELEVATION DE .1011 CV. IS"ID' SEC CLEJTONG3.1.. IME" TS IN TOMS ARE 2 8, 057 a 73 uAPf 1710Y 07600 06X96 0630 0. Rfl260 JUNE . I E ECCS CONOf tK01fPoRA'Eq 4X',5 NO DR.00 AttES; r0 :WEN ST..TIS STREET IS 25700 ! 2- • T. •EL 117/N ry 9703" r,E BOTuxdRr °I,E' 6Ui SUSUWEG TO t•ft't LT • - cens73550I!00O IEO771714140t052.1•7w.0 ANO [eEM[n °T •N[ 38707 A.W TN[ �n MOW- RATA, '5 00'0 50 20• 0 0.2 I 22 0.26'0 a OpR:5, 9g 12• faG .3. O.• ,•21616' x•9890' •44 • 5 CD.... 12.E CB•TNI'53'RVE CB•NIS'19'CB'v C11.17.a6'19.E OHO. 1]• 0.x'21 63' CN•IBO 99 CH --83.3)' ©x:9''�•Sr ©94840. 01' ©0.271'Da3370' O0R..S-os74' T• 82' i• 9 86 9. tl• 11.9 B6' •ZS 29' 10::',44:117.,03. •29. )B' t,I.li:4:662. •29 )B' C14.22. 30 ]9 V d•2H 091 0`.110 Y 5'Y e•E79�6 04'4 0I •. )•19.09•OOR2•N 56'©©.9oeg°'73SW' . g0. 00• • 9. Po' :II. :::ttIa. 8. 6'Oa E .1 [ Y 11.39.00'a Y :at:•122.9' L6.Aei) )g C92roS60.6' CH.155 49' 01 30.104. 559'plCH•21.21'`i 004. Oq•B5•41 ©9:59rr00 Omi°•06']1• L•22 2' L•B B2 66' C9.SO9'D' E C2,700.67'3.' E,111°,1;?'"- B•S80 ] CB )4.0' a]•Y p 0.x•)0. 119' LH•8 B C 1> 62' i 009.....CD•57 O' ©22•IBD'1 ' pq_n Y.5)' p7•9099. 91' 6] 2 55 7.23.36' .137.25 C•27 35 CB S6 2 02.4 CB... DO' OD, [B.N45. OO 00.4 80X22']2.50•' CH.100 o„ CH026 DA' R•]S8. 73'04 R•]S W'p9 9.56. N' p 901011 ])' • :29 BO' 7.29.]6' T:2>I. 22 7.177 13 EB• na'']'21'C CER6. 04.21']5.4 U. 87. N.'58'00V CC113200260 '04•E O 0•06.3.040. 0 ` Tg 3g ca."11727'20"c •57.96' FDR I/2• S STARES ST -11 1 0 600' 1200' 240:' PLAT OF SCALE' 1203' KING ESTATES UNIT 4 LOCATION MAP tow. APPROX. ..."2". M� TRACT OF An R R LESS. APO . OFF THE 673 4o. OR F OF SECTION ]l. LAWELES FAIR TRACTS. A n G CH IS µF..7," '"wC/2,1P RI RINE O. PACE :5. HAP 9405220. NUECES CD , tx. �y!'ry..;Uo CSS-;��Q(.J' CORPUS CHRISTI, NUECES COUNTY, TEXAS /" t.,k+'', ,=.. DATE ROTTED 10/14/14 'A%BE -, HASS 6 WELSH ENGIN ERING c. "' 1.0 u � �� _:5- /'11•-':12"'1 FERN N0. F-52, 3054 5. AL ME➢A ST. SELEEC. LNC `' ' .7" .343, SYL CORPUS CHRISTI. TEXAS 2404 PLAT SE 1 YAR.-^ :.F: •ti'^) i .�y�RYI STATE Cf TESAS O CCUNIT OF NNIJEEES ERF. /'�� •'"+�4'•J �0"'R(wwFl HERER2 0791')? DOT WE ARE 917 HOLLERS G A ALIr.N W i E Lw0 ry usR.4'ED '""w p o X647737 E E �EOREDQNc CC.10EMT.CNS INTRON E6RESSED'On STATE Or TEXAS °r TIDE-+.rA,..R 6 w.•�- 610, 02.0 OF TOaF e::11•WP:',' `reu1EEDREAt o�� 4: 5,THE ._\.5 0BY Or t) 9• •t1' X1r os!H_ . N1 ARGARIT'AiV ri.IDu • ti 7 • ARY I'. IN ANJ f THE STATE OF TEE. STATE CE TO. COUNT. Of PACES DEPART.. Or 0EYELLPT. u12 8270700 OF 706 C1a'rr Of RP [7000 3773673 71006 7EV'EL0IRAENr SERNCCS JEER 7.0"....Z att COUNTS OF NUECES DEE oDoy o„ B� Hiva J"pl1u9ARMCP., ""p w0 M�PERTT "O.° ONFOOL PAT OF TBE.n3 =F TIPS E 29rx0Ar Or JAr m P4404i% Li. TEED - AP STATE Or IENFS COUNTY OF NUECES DAN R u CA 0707, P.E. A) 2 10 3136..018 (6.4]600044) I. NOON .LSH. REGOIEREO PROMS... ENGINEER 07 EBY CETHE �fr DWT THE AD UNDER FOREGO,. PLAT m6403 PREPD So1.100 Of ARED AN CT AND 7347 0E AVE BEEN ENS IUP TO SET ALL 377 O OWNERS WON UE ACWtto 7)1E10N OF TIPS THE -6 7)07 07 OG71v 30/6-. STATE OF COuNn OF .00.3 y]_ OiOF 7nL 12.110,1 0.10pnll.CCf C"• WTER S AGE 5TSEu OtAlfir. APPROVEDBr IHE60770F15-11ESA73UOT'NEOF OTH[ R0RITEREDEPR 2670l0NB1 LAND DAVEYOP_ T NMBER 2211 STATE OF )7X46 1 mom of NUEc 5 / DAHEAL. I,0 DIANA T BARRERA. CLERK CR THE C UR. CUUR+ V. AM FOR SOD 1 COIJNTS DO /nHER�E.. LCCE�-RTIFF'Y T. THE ��F��O��REGOING INSTRUAENT DATED THE d(- DAY ILLS . 20.-1--1- 90�0 .^1615 CEFOINGRE Dr 0.00ENTr.A110) 673 n05 RED FOR 920 1.IN DFFKE 1NE¢_A_ DAY G .ockbw 3711 Al 9.05 063000 V. AND DULY RECORDED THE DAV Dr to-{1hs-r . F.L0 r6LOCN _ 0_6.R. 7x7 H,P RECORDS Cr ROD EDYNTY 10//yyVO�L,.�•sat. 770733, DSTRUVENT NL'u9ERolg_d1(Y/j�_3_„ RRNEZ Hr HAND 4 000 7311. 07 706 E)7OJ� *0070 1N 4117 701 56000440)7.AT OFFICE llLwµl(.0.9Fc CAS T ILLO COMM NuEEES COU 14x0 1& I ,1_.ats 1 7 ,u 3Q) LA ‘-a4 EXHIBIT B Ordinance amending the Unified Development Code ("UDC"), upon application by MPM Development LP and Miguel Pro ("Owners"), by changing the UDC Zoning Map in reference to Lots 1 through 7, Block 1 and Lots 1 through 28, Block 2, King Estates Unit 4 from the "RS -22" Single -Family 22 District to the "RS-22/SP" Single -Family 22 District with a Special Permit; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application of MPM Development LP and Miguel Pro ("Owners"), for an amendment to the City of Corpus Christi's Unified Development Code ("UDC") and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, public hearings were held on Wednesday, January 14, 2015, during a meeting of the Planning Commission, and on Tuesday, February 10, 2015, during a meeting of the City Council, during which all interested persons were allowed to appear and be heard; and WHEREAS, the City Council has determined that this amendment would best serve the public health, necessity, convenience and general welfare of the City of Corpus Christi and its citizens. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Upon application made by MPM Development LP and Miguel Pro ("Owners"), the Unified Development Code ("UDC") of the City of Corpus Christi, Texas ("City"), is amended by changing the zoning on Lots 1 through 7, Block 1 and Lots 1 through 28, Block 2, King Estates Unit 4, located near the southeast corner of South Staples Street (FM 2444) and South Oso Parkway (the "Property"), from the "RS -22" Single -Family 22 District to the "RS-22/SP" Single -Family 22 District with a Special Permit (Zoning Map No. 046030), as shown in Exhibit "A" and Exhibit "B." Exhibit "A", which is a map pertaining to the Property, and Exhibit B, which is the recorded plat of the Property, are attached to and incorporated in this ordinance by reference as if fully set out herein in their entireties. SECTION 2. The Special Permit granted in Section 1 of this ordinance is subject to the Owner meeting the requirements of Exhibit B and the following conditions: 1. Permitted Uses: The only uses authorized by this Special Permit are those authorized by the "RS -22" Single -Family 22 District. 2. Setbacks: The Property shall provide a minimum side yard setback of five feet. All other setbacks, open space, and height requirements shall comply with the "RS -22" Single -Family 22 District. 3. Time Limit: In accordance with the UDC, this Special Permit shall be deemed to have expired within 12 months of this ordinance unless a complete building permit application has been submitted, and the Special Permit shall expire if the allowed use is discontinued for more than six consecutive months. SECTION 3. The official UDC Zoning Map of the City is amended to reflect changes made to the UDC by Section 1 of this ordinance. SECTION 4. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011, and as amended from time to time, except as changed by this ordinance, both remain in full force and effect. SECTION 5. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 6. All ordinances or parts of ordinances specifically pertaining to the zoning of the Property and that are in conflict with this ordinance are hereby expressly repealed. SECTION 7. Publication shall be made in the City's official publication as required by the City's Charter. 0115-03 RS -22 SP Ordinance - MPM Development LP_rev 1-20-2015 Page 2 of 3 The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20 , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas The foregoing ordinance was read for the second time and passed finally on this the day of , 20 , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas PASSED AND APPROVED this the day of , 20 ATTEST: Rebecca Huerta City Secretary Nelda Martinez Mayor 0115-03 RS -22 SP Ordinance - MPM Development LP_rev 1-20-2015 Page 3 of 3 RE y S'STAPLES'ST 0 "fir/ j ) / ;./� ee"/"4:; A :1 Jy AEr f If 1 rfir r,/% / r 'r i FR SUBJECT PROPERTY N R KING ACRES DR 7. 810 f� R SP/04-10 re ared —12718 Preaared Sy: /e"iemym Department oflDe�fopment_Servfc a1 j CASE: 0115-03 SUBJECT PROPERTY WITH ZONING Subject Property RM -1 Multifamily 1 RM -2 Multifamily 2 RM -3 Mufti -family 3 ON Professional Office RM -AT Multifamily AT CN -1 Neighborhood Commercial CN -2 Neighborhood Commercial CR -1 Resort Commercial CR -2 Resort Commercial CG -1 General Commercial CG -2 General Commercial CI Intensive Commercial CBD Downtown Commercial CR -3 Resort Commercial FR Farm Rural H Historic Overlay BP Business Park IL Light Industrial IH Heavy Industrial PUD Planned Unh De, Overlay RS -10 Stngle-Family 10 RS -6 Single -Family 6 RS -4.5 Single -Family 4.5 RS -TF 1Wo-Family RS -15 Single -Family 15 RE Residential Estate RS-TH Townhouse SP Special Permit RV Recreational Vehicle Park RMH Manufactured Home S BJECT 1,ROPE T -.Y Sl' N `11� ILOCATIO N MAP] City of Corpus Christi EXHIBIT A 2O• CL SMITH STAPLES STREET E FM 2444) _ S89'58 05'E 596 19' 089' 58' 05' E r00117'03 SECT. L. LAURELES ' 60. (9' -, 17 NR",Tcin of°ira6ui aR1iSTl q [mV101NVE:_7NE �`hr°.,- ' , _ I , F/ '%l ' . W.v iuOCl]Ap0 aGttT-O CwNG[ u A„,"EtDzcE.TT..- Liu Gr- CET4NNEN1 1I '' \�A./i//4.-- ,o,,,_S E 1.10NO RATER FOR SIOR01 WATER mmol' r0.1 DOS PROPS./ 5 THE OSO 6 R. EES w NOT 0.2111 .0.,.. HE K VAfE USE f50 ORM r CRS DREETL• ROD IO / / p MD THE DAY TM ERs OwSWID 15 AOwTK LEE us[ F. TREE °s° BAT AS ISET TSTER14 PO '8 210.0 5 t� { 'E1C'EPTICaUe AHO b5)7R RA1ER5' 4x0 CATE4M12E3 ....to RATER ....Apr ��!\- 22054 SF•f. /,,N i P A ECREATIC. USE 8 W y.6 2911'7 Sr i l 16 qI ,. s \2 ].919 Sr i n aA'•§ A, ALL com.ms wafu Onln•a[ Nmm OV.0 \e A / 7 +1 Of 1102.5 TS TPC COMOR E. BOUNDARY LM OF ✓ G ESTATES TO. 1 J,I11. \ \L� 1 q? V `\\ V AND MT RMWRT UNE OF H SUBJECT SRR. NorN. AS SHOWN �A �( �`-,..,,,,,,r- 1. .s,. "1 - -- r- C r0. 'n§ `\ DRR'Et'r 1WEi, 1 w IV \2522] SF 'Y VOL 6,8 P5 330 5'uE ILII 1 1.1F. ozone or - g \5l 40. \ 0 \% • __ arts., Ji 44 . A 1E \? dA, ltr 'ice A_ '\ IL "`, \ '4\ 2 • 1 I \\® © \ I \\ A� 1 01 I 25710 2 11 k_ II, •II act, 85' 032°---: I 221)7 SE 1 .711 04 ezl Sr ;,..,„a i I1 • II� ti!'\!"�. �I 14 2.. .0 `7u I-'� \ zz016 Sr ' n;" /1S� SB OS' �" 1‘... 34 �'I 9k .V CUS'I 22 t0 S' 20 S 1 W' I IJ O E. EEEIE Sr O 1,.... \'a --L -„w+,fr 1.-.t - O • X68+, SF �y�+RR� 0 61 E. _ - La Is -• • 06 ..6 w 916.EP, EGEN➢S OR. ` d`, O 7"' 089' 4 6)" '�, 71194'7➢"0° E ,2'6'02' _ p I E Po 1RP1 L V 0 53. -e9-'rig ---01;-a'-1 °'' . 'I 4 i' tl✓ I 6a`- ' F` p _ i�CMTOM LINE ,TPR, 0.^.l ,4�,�,, Z I 226.. 6; O l' ^",0.22 E2.1 -25 r. 11''''''-2' I�-- 'WC' II..I ' d ' 2g ` b .. p. g14Nw '1 .. 47 SFS 8' "' I a gl l- i 7 b -' $ $'B1.c2 sr $ '2la 4:I 22'018 SF 210:2 SF IPo `-� \ \2966 ,E • nI SB92.50'LS'E 1,,C5 204.99 4?Hy 22188 Sr ' .a Ov e0 sr '�1tP 1-15 ASI n a Ir ° 22.11'\ 1 120129' II[P -GU9'Lllk N1�mUN�-� 1220 0Sr F 285 20• 1 22735 SF F..__ I ti i 007 Sr 124 22047 07 ,'i E4.-,,,, LV % \ 2' C ll I 711 o Y n .,g I u� yy Ir} / Jlilt $ O z2a9 or \\ 1, `•SS 2050 10' I 1} I 1178 )a1 1 ° DRAINAGE ELO13. 40 7_ I °I sr a-Siev a i) tles-"§ 8 46 11 '6 13 11 27 8 21969 sr 26 22100 SF zi 1z. 2)161 SE \ 1 2311'8 Sr \\ $ 22 66 Sr 01. 2 11 :. -211 et - -�\ • 4r L9a w•�-e9. r- -9a z JJL 9_0]_ , -16). 114_10 UE _ - 15k d `1�� 089' 5L�`\OK•' W+ 11000. 00' Ik ' I CP THE COVES A- LA31 VISTA clI�� R ) 2 1 '111' 4 Im 1V 6101'I90Epp`I`.RR. =a I Irvl 9\\\ , \ LSEI S/0'I. R. FOR RET. II POINT Ai 2' TO LOT +n 6. 0 50' 100' 7700• CORNER `cORUFR NOT un STATE Or T.. mLuir OF RACES DEVELOP... LP. HEREBY CIR., THAT WE ARE THE OWNERS OF 110 ueD DAMAGED MD P HE 00121.01. OF THEOroom. PUT. SUBECI TO A LS. m A Or 1 C NRUUTr TDA n RE HAVE HAD SRO LAND SURVEYED PUB DE 057FOREVER, .ORE NOT PREVIOUSLY TREETS .0 050.1. E0 1ED. 607EERHAVE BEEN RCBT DEDICATED OF THE PUBUC USE FOOER RRA\0 THAT 105 PUT WAS DUX NR THE POSES TIP, THE DAr Dr f e-10.136�� STATE OF EMS / YhR TAD:IAiI. CET.. PARTNER COUNTY DE MEC. THIS INSTRV,ENT WAS ACNNNOr.VL61GED .GORE uE BY 'ANO POST. ' R. MC (.) DAY DE` y 1, 1'-V.-- 3D 14- f +-. LIM1D OUENO E I1L�-L111�u `1`1 Sppi lE%ai IN ANC FOR THE T --1 1H[. )1 AT TSTA Y. SCALE 1'= IOW 6f. I F N 1 F 1/ R FEAT T. "SLBE FLOM ELEVATION GLOTS 0527 LULEL 15. CR 24071THE HIGHEST CENSE.. OF PVEONT ELEVATION DE .1011 CV. IS"ID' SEC CLEJTONG3.1.. IME" TS IN TOMS ARE 2 8, 057 a 73 uAPf 1710Y 07600 06X96 0630 0. Rfl260 JUNE . I E ECCS CONOf tK01fPoRA'Eq 4X',5 NO DR.00 AttES; r0 :WEN ST..TIS STREET IS 25700 ! 2- • T. •EL 117/N ry 9703" r,E BOTuxdRr °I,E' 6Ui SUSUWEG TO t•ft't LT • - cens73550I!00O IEO771714140t052.1•7w.0 ANO [eEM[n °T •N[ 38707 A.W TN[ �n MOW- RATA, '5 00'0 50 20• 0 0.2 I 22 0.26'0 a OpR:5, 9g 12• faG .3. O.• ,•21616' x•9890' •44 • 5 CD.... 12.E CB•TNI'53'RVE CB•NIS'19'CB'v C11.17.a6'19.E OHO. 1]• 0.x'21 63' CN•IBO 99 CH --83.3)' ©x:9''�•Sr ©94840. 01' ©0.271'Da3370' O0R..S-os74' T• B2' i• 9 9. t1• 11.9 B6' •ZS 29' 10::',44:117.,03. •29. )B' t,I.li:4:662. •29 )B' C14.22. 30 ]9 V d•2H 091 0`.110 Y 5'Y e•E79�6 04'4 0I •. )•19.09•OOR2•N 56'©©.9oeg°'73SW' . g0. 00• • 9. Po' :II. :::ttIa. 8. 6'Oa E .1 [ Y 11.39.00'a Y :at:•122.9' L6.Aei) )g C92roS60.6' CH.155 49' 01 30.104. 559'plCH•21.21'`i 004. Oq•B5•41 ©9:59rr00 Omi°•06']1• L•22 2' L•B B2 66' C9.SO9'D' E C2,700.67'3.' E,111°,1;?'"- B•S80 ] CB )4.0' a]•Y p 0.x•)0. 119' LH•8 B C 1> 62' i 009.....CD•57 O' ©22•IBD'1 ' pq_n Y.5)' p7•9099. 91' 6] 2 55 7.23.36' .137.25 C•27 35 CB S6 2 02.4 CB... DO' OD, [B.N45. OO 00.4 80X22']2.50•' CH.100 o„ CH026 DA' R•]S8. 73'04 R•]S W'p9 9.56. N' p 901011 ])' • :29 BO' 7.29.]6' T:2>I. 22 7.177 13 EB• na'']'21'C CER6. 04.21']5.4 U. 87. N.'58'00V CC113200260 '04•E O 0•06.3.040. 0 ` Tg 3g ca."11727'20"c •57.96' FDR I/2• S STARES ST -11 1 0 600' 1200' 240:' PLAT OF SCALE' 1203' KING ESTATES UNIT 4 LOCATION MAP tow. APPROX. ..."2". M� TRACT OF An R R LESS. APO . OFF THE 673 4o. OR F OF SECTION ]l. LAWELES FAIR TRACTS. A n G CH IS µF..7," '"wC/2,1P RI RINE O. PACE :5. HAP 9405220. NUECES CD , tx. �y!'ry..;Uo CSS-;��Q(.J' CORPUS CHRISTI, NUECES COUNTY, TEXAS /" t.,k+'', ,=.. DATE ROTTED 10/14/14 'A%BE -, HASS 6 WELSH ENGIN ERING c. "' 1.0 u � �� _:5- /'11•-':12"'1 FERN N0. F-52, 3054 5. AL ME➢A ST. SELEEC. LNC `' ' .7" .343, SYL CORPUS CHRISTI. TEXAS 2404 PLAT SE 1 YAR.-^ :.F: •ti'^) i .�y�RYI STATE Cf TESAS O CCUNIT OF NNIJEEES ERF. /'�� •'"+�4'•J �0"'R(wwFl HERER2 0791')? DOT WE ARE 917 HOLLERS G A ALIr.N W i E Lw0 ry usR.4'ED '""w p o X647737 E E �EOREDQNc CC.10EMT.CNS INTRON E6RESSED'On STATE Or TEXAS °r TIDE-+.rA,..R 6 w.•�- 610, 02.0 OF TOaF e::11•WP:',' `reu1EEDREAt o�� 4: 5,THE ._\.5 0BY Or t) 9• •t1' X1r os!H_ . N1 ARGARIT'AiV ri.IDu • ti 7 • ARY I'. IN ANJ f THE STATE OF TEE. STATE CE TO. COUNT. Of PACES DEPART.. Or 0EYELLPT. u12 8270700 OF 706 C1a'rr Of RP [7000 3773673 71006 7EV'EL0IRAENr SERNCCS JEER 7.0"....Z att COUNTS OF NUECES DEE oDoy o„ B� Hiva J"pl1u9ARMCP., ""p w0 M�PERTT "O.° ONFOOL PAT OF TBE.n3 =F TIPS E 29rx0Ar Or JAr m P4404i% Li. TEED - AP STATE Or IENFS COUNTY OF NUECES DAN R u CA 0707, P.E. A) 2 10 3136..018 (6.4]600044) I. NOON .LSH. REGOIEREO PROMS... ENGINEER 07 EBY CETHE �fr DWT THE AD UNDER FOREGO,. PLAT m6403 PREPD So1.100 Of ARED AN CT AND 7347 0E AVE BEEN ENS IUP TO SET ALL 377 O OWNERS WON UE ACWtto 7)1E10N OF TIPS THE -6 7)07 07 OG71v 30/6-. STATE OF COuNn OF .00.3 y]_ OiOF 7nL 12.110,1 0.10pnll.CCf C"• WTER S AGE 5TSEu OtAlfir. APPROVEDBr IHE60770F15-11ESA73UOT'NEOF OTH[ R0RITEREDEPR 2670l0NB1 LAND DAVEYOP_ T NMBER 2211 STATE OF )7X46 1 mom of NUEc 5 / DAHEAL. I,0 DIANA T BARRERA. CLERK CR THE C UR. CUUR+ V. AM FOR SOD 1 COIJNTS DO /nHER�E.. LCCE�-RTIFF'Y T. THE ��F��O��REGOING INSTRUAENT DATED THE d(- DAY ILLS . 20.-1--1- 90�0 .^1615 CEFOINGRE Dr 0.00ENTr.A110) 673 n05 RED FOR 920 1.IN DFFKE 1NE¢_A_ DAY G .ockbw 3711 Al 9.05 063000 V. AND DULY RECORDED THE DAV Dr to-{1hs-r . F.L0 r6LOCN _ 0_6.R. 7x7 H,P RECORDS Cr ROD EDYNTY 10//yyVO�L,.�•sat. 770733, DSTRUVENT NL'u9ERolg_d1(Y/j�_3_„ RRNEZ Hr HAND 4 000 7311. 07 706 E)7OJ� *0070 1N 4117 701 56000440)7.AT OFFICE llLwµl(.0.9Fc CAS T ILLO COMM NuEEES COU 14x0 1& I ,1_.ats 1 7 ,u 3Q) LA ‘-a4 EXHIBIT B Aerial Overview m▪ iltemzliusui tltli�tl! l� : iy Itl oh" !U0!I ossa 41111.4, lat Noe y . 1121 • ,vsi, e is �iuII IIU -te r 1411•11111111011111.11 PbTe ;d. oilla N 1 Aerial Overview PLANNING COMMISSION FINAL REPORT Case No. 0115-03 HTE No. 14-10000049 Planning Commission Hearing Date: January 14, 2015 Applicant & Legal Description Applicant/Owner: MPM Development LP Representatives: Mossa Mostaghasi Legal Description/Location: King Estates Unit 4, Block 1, Lots 1 through 7, and Block 2, Lots 1 through 28, located near the southeast corner of South Staples Street (FM 2444) and South Oso Parkway. Zoning Request From: "RS -22" Single -Family 22 To: "RS -15" Single -Family 15 Area: 23.93 acres Purpose of Request: To reduce side yard requirements from ten feet to five feet in the 35 -lot subdivision. Existing Zoning and Land Uses Existing Zoning District Existing Land Use Future Land Use Site "RS -22" Single -Family 22 Vacant Estate Residential North "CN -1" Neighborhood Commercial and "FR" Farm Rural Public Semi -Public Commercial and Public Semi -Public South "FR/SP" Farm Rural with a Special Permit Low Density Residential Estate Residential East "FR" Farm Rural Park Park West "RE" Residential Estate Estate Residential Estate Residential ADP, Map & Violations Area Development Plan: The subject property is located within the boundaries of the London Area Development Plan and is planned for low density residential uses. The proposed rezoning to the "RS -15" Single -Family 15 District is not consistent with the adopted Future Land Use Plan and the London Area Development Plan. Map No.: 046030 Zoning Violations: None Transportation Transportation and Circulation: The subject property has approximately 1,000 feet of street frontage along South Staples Street, which is designated as an "A3" Primary Arterial Divided street. Staff Report Page 2 Street R.O.W. Street Urban Transportation Plan Type Proposed Section Existing Section Traffic Volume (XXXX) South Staples Street "A3" Primary Arterial Divided 130' ROW 79' paved 140' ROW 40' paved 7,651 ADT Staff Summary: Requested Zoning: The applicant is requesting a rezoning from the "RS -22" Single - Family 22 District to the "RS -15" Single -Family 15 District to reduce side yard requirements from ten feet to five feet in the 35 -lot subdivision. Development Plan: Applicant proposes to construct single-family residences ranging in size from 2,500 square feet to 3,500 square feet. Existing Land Uses & Zoning: North of the subject property, across South Staples Street, is the Botanical Gardens in the "FR" Farm Rural District. South of the subject property is low density housing in the "FR/SP" Farm Rural District with a Special Permit for half -acre single-family lots with side yard setbacks of five feet. East of the subject property in the "FR" Farm Rural District is park land owned by the City of Corpus Christ and west is residential estate housing in the "RE" Residential Estate District. AICUZ: The subject property is not located in one of the Navy's Air Installation Compatibility Use Zones (AICUZ). Comprehensive Plan & Area Development Plan (ADP) Consistency: The subject property is located within the boundaries of the London Area Development Plan. The proposed change of zoning to the "RS -15" Single -Family 15 District is not consistent with the adopted Future Land Use Plan, which slates the property for low density residential use. Plat Status: The subject property is platted and each lot is in excess of 22,000 square feet. Department Comments: • The properties located south and west of the subject property are developed with single-family uses. The proposed rezoning is consistent with the land use and zoning patterns of adjacent properties. • The "RS -22" District requires a minimum lot area (half -acre) that accommodates the use of septic systems. If the change of zoning is granted, the development would still require lots to remain at half -acres in size. • The proposed rezoning would not negatively impact the surrounding properties. • The property to be rezoned is suitable for uses permitted by the "RS -15" Single - Family 15 District. • Planning Commission recommended keeping the "RS -22" District while granting a Special Permit to allow reduced side yard setbacks of five feet. Staff and the applicant are also agreeable to the Special Permit. Staff Report Page 3 Planninq Commission and Staff Recommendation (January 14, 2015): Denial of the change of zoning from the "RS -22" Single -Family 22 District to the "RS -15" Single -Family 15 District and, in lieu thereof, approval of a change of zoning to the "RS-22/SP" Single -Family 22 District with a Special Permit subject to the following conditions: 1. Permitted Uses: The only uses authorized by this Special Permit are those authorized by the "RS -22" Single -Family 22 District. 2. Setbacks: The Property shall provide a minimum side yard setback of five feet. All other setbacks, open space, and height requirements shall comply with the "RS -22" Single -Family 22 District. 3. Time Limit: In accordance with the UDC, this Special Permit shall be deemed to have expired within 12 months of this ordinance unless a complete building permit application has been submitted, and the Special Permit shall expire if the allowed use is discontinued for more than six consecutive months. Public Notification Number of Notices Mailed — 28 within 200 -foot notification area 1 outside notification area As of January 30, 2015: In Favor — 0 inside notification area — 0 outside notification area In Opposition — 0 inside notification area — 0 outside notification area Totaling 0.00% of the land within the 200 -foot notification area in opposition. Attachments: 1. Location Map (Existing Zoning & Notice Area) 2. Plat K:\DevelopmentSvcs\SHARED\ZONING CASES\2015\0115-03 MPM Development LP\Council Documents\Report for CC_0115-03 MPM Development LP.docx RE y S'STAPLES'ST 0 "fir/ j ) / ;./� ee"/"4:; A :1 Jy AEr f If 1 rfir r,/% / r 'r i FR SUBJECT PROPERTY N R KING ACRES DR 7. 810 f� R SP/04-10 re ared —12718 Preaared Sy: /e"iemym Department oflDe�fopment_Servfc a1 j CASE: 0115-03 SUBJECT PROPERTY WITH ZONING Subject Property RM -1 Multifamily 1 RM -2 Multifamily 2 RM -3 Mufti -family 3 ON Professional Office RM -AT Multifamily AT CN -1 Neighborhood Commercial CN -2 Neighborhood Commercial CR -1 Resort Commercial CR -2 Resort Commercial CG -1 General Commercial CG -2 General Commercial CI Intensive Commercial CBD Downtown Commercial CR -3 Resort Commercial FR Farm Rural H Historic Overlay BP Business Park IL Light Industrial IH Heavy Industrial PUD Planned Unh De, Overlay RS -10 Stngle-Family 10 RS -6 Single -Family 6 RS -4.5 Single -Family 4.5 RS -TF 1Wo-Family RS -15 Single -Family 15 RE Residential Estate RS-TH Townhouse SP Special Permit RV Recreational Vehicle Park RMH Manufactured Home S BJECT 1,ROPE T -.Y Sl' N `11� ILOCATIO N MAP] City of Corpus Christi EXHIBIT A 2O• CL SMITH STAPLES STREET E FM 2444) _ S89'58 05'E 596 19' 089' 58' 05' E r00117'03 SECT. 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TEXAS 2404 PLAT SE 1 YAR.-^ :.F: •ti'^) i .�y�RYI STATE Cf TESAS O CCUNIT OF NNIJEEES ERF. /'�� •'"+�4'•J �0"'R(wwFl HERER2 0791')? DOT WE ARE 917 HOLLERS G A ALIr.N W i E Lw0 ry usR.4'ED '""w p o X647737 E E �EOREDQNc CC.10EMT.CNS INTRON E6RESSED'On STATE Or TEXAS °r TIDE-+.rA,..R 6 w.•�- 610, 02.0 OF TOaF e::11•WP:',' `reu1EEDREAt o�� 4: 5,THE ._\.5 0BY Or t) 9• •t1' X1r os!H_ . N1 ARGARIT'AiV ri.IDu • ti 7 • ARY I'. IN ANJ f THE STATE OF TEE. STATE CE TO. COUNT. Of PACES DEPART.. Or 0EYELLPT. u12 8270700 OF 706 C1a'rr Of RP [7000 3773673 71006 7EV'EL0IRAENr SERNCCS JEER 7.0"....Z att COUNTS OF NUECES DEE oDoy o„ B� Hiva J"pl1u9ARMCP., ""p w0 M�PERTT "O.° ONFOOL PAT OF TBE.n3 =F TIPS E 29rx0Ar Or JAr m P4404i% Li. TEED - AP STATE Or IENFS COUNTY OF NUECES DAN R u CA 0707, P.E. A) 2 10 3136..018 (6.4]600044) I. NOON .LSH. REGOIEREO PROMS... ENGINEER 07 EBY CETHE �fr DWT THE AD UNDER FOREGO,. PLAT m6403 PREPD So1.100 Of ARED AN CT AND 7347 0E AVE BEEN ENS IUP TO SET ALL 377 O OWNERS WON UE ACWtto 7)1E10N OF TIPS THE -6 7)07 07 OG71v 30/6-. STATE OF COuNn OF .00.3 y]_ OiOF 7nL 12.110,1 0.10pnll.CCf C"• WTER S AGE 5TSEu OtAlfir. APPROVEDBr IHE60770F15-11ESA73UOT'NEOF OTH[ R0RITEREDEPR 2670l0NB1 LAND DAVEYOP_ T NMBER 2211 STATE OF )7X46 1 mom of NUEc 5 / DAHEAL. I,0 DIANA T BARRERA. CLERK CR THE C UR. CUUR+ V. AM FOR SOD 1 COIJNTS DO /nHER�E.. LCCE�-RTIFF'Y T. THE ��F��O��REGOING INSTRUAENT DATED THE d(- DAY ILLS . 20.-1--1- 90�0 .^1615 CEFOINGRE Dr 0.00ENTr.A110) 673 n05 RED FOR 920 1.IN DFFKE 1NE¢_A_ DAY G .ockbw 3711 Al 9.05 063000 V. AND DULY RECORDED THE DAV Dr to-{1hs-r . F.L0 r6LOCN _ 0_6.R. 7x7 H,P RECORDS Cr ROD EDYNTY 10//yyVO�L,.�•sat. 770733, DSTRUVENT NL'u9ERolg_d1(Y/j�_3_„ RRNEZ Hr HAND 4 000 7311. 07 706 E)7OJ� *0070 1N 4117 701 56000440)7.AT OFFICE llLwµl(.0.9Fc CAS T ILLO COMM NuEEES COU 14x0 1& I ,1_.ats 1 7 ,u 3Q) LA ‘-a4 EXHIBIT B AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of February 10, 2015 Second Reading for the City Council Meeting of February 17, 2015 DATE: January 30, 2015 TO: Ronald L. Olson, City Manager FROM: Dan M. Grimsbo, P.E., Director, Development Services Department DanG@cctexas.com (361) 826-3595 Rezoning from Commercial, Office and Single -Family 6 to Single -Family 4.5 For Superior H & H Development LLC Property Location: North of Saratoga Boulevard (SH 357) and West of Norchester Drive. CAPTION: Case No. 0115-02 Superior H & H Development LLC: A change of zoning from the "CG - 2" General Commercial District, "ON" Office District and "RS -6" Single -Family 6 District to the "RS -4.5" Single -Family 4.5 District, resulting in a change to the Future Land Use Plan. The property is described as being a 10 -acre tract of land out of Lot 2, Block 1, Saratoga Medical Center Subdivision and out of Lots 5 and 6, Section 9, Bohemian Colony Lands, located north of Saratoga Boulevard (SH 357) and west of Norchester Drive. PURPOSE: The purpose of this item is to allow a subdivision for single family dwellings. RECOMMENDATION: Planning Commission and Staff Recommendation (January 14, 2015): Approval of the change of zoning from the "CG -2" General Commercial District, "ON" Office District and "RS -6" Single -Family 6 District to the "RS -4.5" Single -Family 4.5 District. BACKGROUND AND FINDINGS: As detailed in the attached report, the applicant is requesting a rezoning from the "CG - 2" General Commercial District, "ON" Office District and "RS -6" Single -Family 6 District to the "RS -4.5" Single -Family 4.5 District, in order to construct a subdivision for single family dwellings. The proposed rezoning is compatible with the surrounding developments, and would not have a negative impact on surrounding properties. The subject property is suited for the proposed project. ALTERNATIVES: 1. Deny the request. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: The Comprehensive Plan and the Southside Area Development Plan (ADP) slate the subject properties for Low Density Residential and Professional Office uses. The proposed change of zoning to the "RS -4.5" Single -Family 4.5 District is consistent with the adopted Future Land Use Plan and Comprehensive Plan. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal and Planning Commission FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital Z Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: None LIST OF SUPPORTING DOCUMENTS: Presentation - Aerial Map Ordinance Planning Commission Final Report Ordinance amending the Unified Development Code ("UDC"), upon application by Superior H & H Development LLC ("Owner"), by changing the UDC Zoning Map in reference to a 10 -acre tract of land out of Lot 2, Block 1, Saratoga Medical Center Subdivision and out of Lots 5 and 6, Section 9, Bohemian Colony Lands from the "CG -2" General Commercial District, "ON" Office District and "RS -6" Single - Family 6 District to the "RS -4.5" Single -Family 4.5 District amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application of Superior H & H Development LLC ("Owner"), for an amendment to the City of Corpus Christi's Unified Development Code ("UDC") and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, public hearings were held on Wednesday, January 14, 2015, during a meeting of the Planning Commission, and on Tuesday, February 10, 2015, during a meeting of the City Council, during which all interested persons were allowed to appear and be heard; and WHEREAS, the City Council has determined that this amendment would best serve the public health, necessity, convenience and general welfare of the City of Corpus Christi and its citizens. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Upon application made by Superior H & H Development LLC ("Owner"), the Unified Development Code ("UDC") of the City of Corpus Christi, Texas ("City"), is amended by changing the zoning on a 10 -acre tract of land out of Lot 2, Block 1, Saratoga Medical Center Subdivision and out of Lots 5 and 6, Section 9, Bohemian Colony Lands, located north of Saratoga Boulevard (SH 357), west of Norchester Drive (the "Property"), from the "CG -2" General Commercial District, "ON" Office District and "RS -6" Single -Family 6 District to the "RS -4.5" Single -Family 4.5 District (Zoning Map No. 047036), as shown in Exhibits "A" and "B". Exhibit A, which is a metes and bounds description of the Property and Exhibit "B", which is a map to accompany the metes and bounds description, are attached to and incorporated in this ordinance by reference as if fully set out herein in their entireties. SECTION 2. The official UDC Zoning Map of the City is amended to reflect changes made to the UDC by Section 1 of this ordinance. SECTION 3. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011, and as amended from time to time, except as changed by this ordinance, both remain in full force and effect. SECTION 4. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 5. All ordinances or parts of ordinances specifically pertaining to the zoning of the Property and that are in conflict with this ordinance are hereby expressly repealed. SECTION 6. Publication shall be made in the City's official publication as required by the City's Charter. The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20 , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Carolyn Vaughn Colleen McIntyre Mark Scott Lillian Riojas The foregoing ordinance was read for the second time and passed finally on this the day of , 20 , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Carolyn Vaughn Colleen McIntyre Mark Scott Lillian Riojas PASSED AND APPROVED this the day of , 20 ATTEST: Rebecca Huerta City Secretary 0115-02 Ordinance - Superior H & H LLC Nelda Martinez Mayor MURRAY BASS, JR., P.E.,R.P.L.S. NIXON M. WELSH, P.E.,R.P.L.S. www.bass-we1sh.com BASS & WELSH ENGINEERING Engineering Firm Reg. No. F-52 Surveying Firm Reg. No. 100027-00 P.O. Box 6397 Corpus Christi, TX 78466-6397 STATE OF TEXAS § COUNTY OF NUECES § 3054 S. ALAMEDA, ZIP 78404 361 882-5521— FAx 361 882-1265 e-mail: murrayjr@aol.com e-mail: nixmw@aol.com November 25, 2014 14041-M&B-10ac.doc Description of a 10.000 acre tract of land, more or less, a portion of Lot 2, Block 1, Saratoga Medical Center Subdivision, a map of which is recorded in Volume 57, Pages 78 and 79, Map Records, Nueces County, Texas and out of Lots 5 & 6, Section 9, Bohemian Colony Lands, a map of which is recorded in Volume "A", Page 48, said map records, said 10.000 acre tract being the same tract of land described by deed recorded in Document No. 2014027684, Official Records of said county and as further described by metes and bounds as follows: BEGINNING at the easternmost Carroll Lane street right-of-way corner as shown by plat of Lot 1A, Kocurek Addition, a map of which is recorded in Volume 33, Page 39, said map records, said beginning point for the southernmost corner of the tract herein described; THENCE with the northeast line of said street right-of-way and of said Lot 1A and along an easterly boundary line of said Lot 2, Block 1, Saratoga Medical Center Subdivision N61°48'51"W 452.44' to a point for the westernmost corner of the tract herein described; THENCE N28°33'53"E 962.80' to a point for the northernmost corner of the tract herein described; THENCE S61°48'51"E 452.44' to a point in the northwest line of Schanen Estates West Unit II, a map of which is recorded in Volume 43, Pages 1 and 2, said map records, for the easternmost corner of the tract herein described; THENCE S28°33'53"W with said northwest line of Schanen Estates West Unit II, at 503.21' pass the westernmost corner of said Schanen Estates West Unit II, in all a total distance of 962.80 feet to the POINT OF BEGINNING, this description not based on an on -the -ground survey. Nixon M. Welsh, R.P.L.S. Exhibit A SCALE 1" = 150' BE GRAPHIC PLOTTINGOBLET _ Fan ., NY II IF SS 4816401SIC DATED JUIN IR 1985 AND IS El ISNOT LOCATED IN A DESIGNATED Loo FEAR FT ODD ZONE BUYER: SUPERIOR H & H DEVELOPMENT 61 NO.01021-32]] SURVEY OF A 10.000 ACRE TRACT OUT OF LOT 2, SARATOGA MEDICAL CENTER SUBDIVISION, AS SHOWN ON A MAP RECORDED IN VOLUME 57, PAGES 78 - 79, MAP RECORDS NUECES COUNTY, TEXAS, AND OUT OF LOTS 5 & 6, SECTION 9, BOHEMIAN COLONY LANDS. AS SHOWN ON A MAP RECORDED IN VOLUME 'A", PAGE 48, MAP RECORDS NUECES COUNTY, TEXAS. 'a O 928°41'81 E 801.03 REMAINDER OF LOT 2, BLOCK SARATOGA MEDICAL CENTER SUBDIVISION VOLUME 57, PAGE 78 M.R.N.C. I'. P.O.R. N2873363"E 962.80' (MEAS) LOT IA KOCUREK,NDDITION VOLUME 33, PAGE 39 M.R.NC.T: 10.0 10 ACRES 435,598 S.F. ER FLASPF.R DEC NO. SCHEDULE IT ITEMS a) DOG NO. 165872 BLANKET EASEMENT 1,) DOC. NO. 54.545 AS SHOWN c) DOC. NO. 2005III5112 DOES NOT APPLY 628" 3' W 962.80' (MEAS) L(YI 4, SEC l'ION 9 BOHEMIAN COLONY LANDS VOLUME "A", PAGE 48 O = FOUND 5/8" IRON ROD = SET 588" IRON ROD • = POINT JOB NO. 14531 • OT I.OT 12 LOT II LOT 10 LOT LOT', U REMAINDER OF LOT 6. SECTION 9 BOHEMLON COLONY LANDS VOLUME "A", PAGE 48 M.R.N.CT. LOT 6 0 LOT 4 OT TOT 2. LO'I I NORCIIESTER DRIVE /� oa RIGHT OF Wnr SCILANEN ESTATES WEST UNIT 11 VOLUME 34, PAGE 1 M.R.N. C.T. \OILS: I.) TOTAI. SURVEYED AREA IS 10.000 ACRES. 2.) MEASI; RED BEARINGS ARE BASED ON GLOBAL POSITIONING SYSTEM NAD 83 03) 4205 DATCNI. 3.) A METES AND BOUNDS DESCRIPTIO, OF EQUAL DATE ACCONRANJES THIS SURVEY. Brister Surveying 1111.S SUR DOI .ti NON NCI UD1,111. INVF.STICATION, OR LOCATIONS Or AI I SI,VITUDTS MCJIT WAYS. uc �.I1LIES ON IBI PROPER,. HLR,. I. RONALD FYFor R BRTY I1 1 AT I HE ,120UND 1 HIS DAY MAY C0121,C1 40 EOF.SIYZ<NOON L14 ( ISAND BEI Onaa2 e 0,0 MAY 2_'_014 EXHIBIT B Aerial Overview Aerial PLANNING COMMISSION FINAL REPORT Case No.: 0115-02 HTE No. 14-10000047 Planning Commission Hearing Date: January 14, 2015 Applicant & Legal Description Applicant/Owners: Superior H & H Development LLC Legal Description/Location: Being a 10 acre tract of land out of Lot 2, Block 1, Saratoga Medical Center Subdivision and out of Lots 5 and 6, Section 9, Bohemian Colony Lands, located north of Saratoga Boulevard (SH 357), west of Norchester Drive. Zoning Request From: "CG -2" General Commercial District, "ON" Office District and "RS -6" Single -Family 6 District To: "RS -4.5" Single -Family 4.5 District Area: 10 acres Purpose of Request: To allow the construction of a single-family subdivision. Existing Zoning and Land Uses Existing Zoning District Existing Land Use Future Land Use Site "CG -2" General Commercial District, "ON" Office District and "RS -6" Single -Family 6 District Vacant Low Density Residential and Professional Office North "RS -6" Single -Family 6 Vacant Low Density Residential South "RS -6" Single -Family 6 Public/ Semi -Public Public/ Semi -Public Eastand "RS -6" Single -Family 6 "IL" Light Industrial Low Density Residential and Vacant Low Density Residential and Commercial West "RS -6" Single -Family 6 and "CG -2" General Commercial District Vacant Low Density Residential ADP, Map & Violations Area Development Plan: The subject property is located within the boundaries of the Southside Area Development Plan (ADP) and is planned for low and medium density residential uses. The proposed change of zoning is consistent with the adopted Future Land Use Plan. Map No.: 047036 Zoning Violations: None Transpor- tation Transportation and Circulation: The area to be rezoned has access to Norchester Drive, which the Urban Transportation Plan shows as a 01 Collector. Case # 0115-02 Superior H & H Development LLC Street R.O.W. Street Urban Transportation Plan Type Proposed Section Existing Section Traffic Volume Norchester Drive 01 Collector Existing 70' ROW 50' paved Not Available Staff Summary: Requested Zoning: The applicant is requesting a change of zoning from the "CG -2" General Commercial District, "ON" Office District and "RS -6" Single -Family 6 District to the "RS -4.5" Single -Family 4.5 District. Development Plan: The applicant plans to develop the 10 acre property for a single- family residential subdivision. The minimum development standards for the "RS -4.5" Single -Family 4.5 District are 4500 square foot lots, 45 -foot lot widths and 20 -foot front yard setbacks. Existing Land Uses & Zoning: The subject property is vacant. North, east and west of the subject property are zoned "RS -6" Single -Family 6 District and are currently vacant. Also, west of the subject property is vacant land zoned "CG -2" General Commercial District and east is zoned "IL" Light Industrial District which is also vacant. South of the subject property is zoned "RS -6" Single -Family 6 District and is developed with Most Precious Blood Church. AICUZ: The subject property is not located in a Navy Air Installation Compatibility Use Zones (AICUZ). Comprehensive Plan & Area Development Plan (ADP) Consistency: The subject property is within the boundaries of the Southside ADP. With the exception of the Professional office use designated on a portion of the property in the Future Land Use Plan, the proposed rezoning is consistent with the adopted Future Land Use Plan, which slates the properties for low density residential use on a majority of the property. Department Comments: • The proposed rezoning would not negatively impact the surrounding properties and the property to be rezoned is suitable for the proposed uses. • The Rezoning is consistent with the Comprehensive Plan. • The proposed rezoning is compatible with the present zoning and conforming uses of nearby properties and to the character of the surrounding area. Planning Commission and Staff Recommendation: Approval of the change of zoning from the "CG -2" General Commercial District, "ON" Office District and "RS -6" Single -Family 6 District to the "RS -4.5" Single -Family 4.5 Case # 0115-02 Superior H & H Development LLC District. V 3 a Notification Number of Notices Mailed — 20 within 200 -foot notification area; 4 outside notification area As of January 30, 2015: In Favor In Opposition For 0.0% in opposition. — 0 inside notification area; 0 outside notification area — 0 inside notification area; 0 outside notification area Attachments: 1. Location Map (Existing Zoning & Notice Area) 2. Site Plan I LOCATION MAPI Case # 0115-02 Superior H & H Development LLC SUBJECT PROPERTY Date C -: fed: 12/18/2014 Prepared By:/enmym Depanmenr of Deveiopmenr Services CASE: 0115-02 Zoning & Notice Area RM -1 Multifamily 1 RM -2 Multifamily 2 RM -3 Multifamily 3 ON Professional OtHce RM -AT Multifamily AT CN -1 Neighborhood Commercial CN -2 Neighborhood Commercial CR -1 Resort Commercial CR -2 Resort Commercial CG -1 General Com merclal CG -2 General Commercial CI Intensive Commercial CBD Downtown Commercial CR -3 Recon Commercial FR Farm Rural H Historic Overlay Bp Business Park IL Light industrial IH Heavy Industrial PUD Planned Unit Oa, Overlay RS -1D Single -Family 10 RS -13 Single -Family 8 RS -4.5 Single -Family 4.5 0S -TF TWO -Family RS -15 Single -Family 15 RE Residential Estate RS-TH TOWnhouse SP Special Permit RV Recreational Vehicle Pari[ RMH Manufactured Home piSubject Properly O Owners 0200' buffer JR favor 4 Owners wilh,n 200' listed on v Owners ads lo4ownershrp table /� m opposrfwn Case # 0115-02 Superior H & H Development LLC Ci jl§ Lel 4.1 eg 0 0 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of January 13, 2015 Second Reading Ordinance for the City Council Meeting of Februaryl0, 2015 DATE: December 17 2014 TO: Ronald L. Olson City Manager THROUGH Gustavo Gonzalez, P.E. ACM for Public Works and Utilities FROM: William J. Green, P. E. Interim Director Envronmental and Strategic Initiatives BiiiG@cctexas.com 361-826-3598 Stacie Talbert Anaya, Acting Director Parks and Recretion StacieT@cctexas.com 361-826-3476 Lease Agreement with TCEQ for use of Oakpark and H J Williams Parks for Air Monitoring Station CAPTION: Ordinance authorizing the City Manager, or designee, to execute a five year lease agreement (with the option for one five year renewal) with the Texas Commission on Environmental Quality (TCEQ) for installation and operation of an air quality monitoring station on a 0.113 acre tract of land on Oakpark Park located at 842 Erwin Street, Corpus Christi, TX and a 0.038 acre tract of land on Bayview (H.J. Williams) Park, located at 2518 Dempsey Road, Corpus Christi, TX; providing for severance; and providing for publication. PURPOSE: The City owns the tracks of land described above for park purposes. The purpose of the Agenda item is to obtain authority to execute an agreement with TCEQ to lease the premises for 5 years with one (1) successive five-year renewal for a total of ten (10) years to enable them to install and maintain continuous air monitoring stations. BACKGROUND AND FINDINGS: TCEQ has leased the tracts on both Oakpark and Bayview (H. J. Williams) park for air monitoring purposes since 2004. The current lease expired on September 6, 2014. For and in consideration of the rights and privileges granted in the lease, the Lessee agrees to allow the City full access, via the Lessee's web page, to the monitoring information gathered by the Lessee from the air monitoring stations situated at the Leased Premises during the entire term of the lease. Approval of lease agreements of City land in excess of twelve months requires City Council approval. ALTERNATIVES: 1. Approve lease agreement with renewal 2. Disapprove lease agreement with renewal OTHER CONSIDERATIONS: As per City Charter, Article IX. Public Utilities, Franchises, and Leases, Section 3. Ordinance Granting Franchise or Lease, Part a. "Every ordinance granting, extending, or amending a franchise or lease of property of the city shall be read at two regular meetings of the council, and shall not be finally acted upon until the twenty-eighth day after the first reading." Therefore, the second reading of this item will be scheduled for the February 10, 2015 to comply with this requirement. The existing contract will be in force until the second reading of this item supersedes it. CONFORMITY TO CITY POLICY: Conforms to City of Corpus Christi statutes regarding lease agreements. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Parks and Recreation Department Legal Department FINANCIAL IMPACT: Operating Revenue Capital X Not applicable Fiscal Year: 2014-2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): RECOMMENDATION: Staff recommends approval of the Ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance Lease Agreement Location site maps Bryan W. Shaw, Ph.D., P.E., Chairman Toby Baker, Commissioner Zak Covar, Commissioner Richard A. Hyde, P.E., Executive Director TEXAS COMMISSION ON ENVIRONMENTAL QUALITY Protecting Texas by Reducing and Preventing Pollution November 19, 2014 Ms. Sharon Bailey Lewis Environmental Programs Specialist City of Corpus Christi Environmental and Strategic Initiatives P. 0. Box 9277 Corpus Christi, Texas 78469-9277 Dear Ms. Lewis: Subject: Corpus Christi Site Agreement RECEIVED Nov 24 ZGT ESI - Water Resources The attached document is the lease agreement between Corpus Christi and the Texas Commission on Environmental Quality. Please date and sign the agreement where indicated and return it to me at your earliest convenience. As agreed, we will accept a soft copy once the proper signatures have been obtained. Please feel free to contact me at phone number 512-239-3613 or at Andreger.TolbertPtceq.texas.gov, if you have any questions or comments. Sincerely, Andreger Tolbert Network Coordinator, Monitoring Division P.O. Box 13087 • Austin, Texas 78711-3087 • 512-239-i000 • tceq.texas.gov How is our customer service? tceq.texas.govf customersurvey 582-14-45217 LEASE BETWEEN THE CITY OF CORPUS CHRISTI AND THE TEXAS COMMISSION ON ENVIRONMENTAL QUALITY STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS COUNTY OF NUECES § This lease is entered into by and between the City of Corpus Christi, a Texas home rule municipal corporation, acting through its duly authorized City Manager, or the City Manager's designee, and the Texas Commission on Environmental Quality, acting through its duly authorized agent, Richard C. Chism, Monitoring Division. Section 1. Definitions. For the purposes of this Lease: Abandoned means that the Leased Premises become vacant or deserted for a continuous period of (30) thirty days. City means the City of Corpus Christi, Nueces County, Texas, a home rule municipal corporation. City Manager means the City's City Manager or the City Manager's designee. City Council means the City Council of the City of Corpus Christi. Department means the City's Park and Recreation Department. Director means the City's Director of Park and Recreation or the Director of Park and Recreation's designee. Lease means this document, including all attachments and exhibits that are incorporated by reference into this document. Leased Premises means that portion of Oakpark Park and Bayview (H.J. Williams) Park found in Exhibits "A" and "B." Lessee means the Texas Commission on Environmental Quality (TCEQ) or assignee. Risk Manager means the City's Director of Risk Management or the Director of Risk Management's designee. Sign means any signs, advertisements, notices, or other lettering that are exhibited, inscribed, painted, erected, or affixed on or about the Premises, or any part of the Premises. 1 582-14-45217 Section 2. Purpose. The purpose of this Lease, between the City and the Lessee, is to enable the Lessee to install and maintain a continuous air monitoring station. Lessee may not operate the Premises for any other purpose without the Director's prior written approval. Section 3. Leased Premises. The Leased Premises are certain real property, generally described as an area of land on Oakpark Park, 842 Erwin Street, Corpus Christi, Texas and on Bayview (H. J. Williams) Park, 2518 Dempsey Rd, Corpus Christi, Texas; and more specifically described on the attached and incorporated Exhibits "A" and "B." Section 4. Use of Leased Premises Subject to Lease. The Lessee's use of the Leased Premises is subject to the terms and conditions in this Lease. This Lease is made in consideration of the mutual promises and covenants contained in this Lease. Section 5. Limitation of Leasehold. The City does not warrant its title to the Leased Premises. This Lease and the rights and privileges granted the Lessee in and to the Leased Premises are subject to all covenants, conditions, restrictions, and exceptions of record or apparent. Nothing contained in this Lease may be construed to imply the conveyance to the Lessee of rights in the Leased Premises that exceed those owned by the City. Section 6. Term. The City leases the Premises, subject to all terms and conditions of this Lease, to the Lessee for a period of five (5) years, unless sooner terminated pursuant to this lease. This Lease begins on the 6ist day after final approval by the City Council. In addition, the City may terminate this lease before the end of the five (5) year term for a change in park use which was approved pursuant to an amendment to the adopted Parks Master Plan. In such event, the City will provide Lessee with at least ninety (90) days notice of termination and the parties will cooperate to locate an alternate site. Section 7. Option to Renew. The Lessee has the option to renew this lease for five (5) years on the same terms and conditions as set out in this lease. The Lessee must exercise this option by giving the City notice at least thirty (30) days prior to the last day of the term of the lease. 5$2-14-45217 Section 8. Abandonment of Leased Premises. If the Lessee abandons the Leased Premises this Lease terminates automatically and the City Manager may take immediate possession of the Leased Premises. Section 9. Cessation of Use. a. If the Lessee for any reason ceases to use the Leased Premises for the purposes specified in Section 2, the Lessee has the right to terminate this Lease by written notice to the City Manager. b. The written notice of termination must be given at least three (3) months prior to the effective date of termination. c. If the cessation of use occurs and continues for one (1) year or longer, and the Lessee does not exercise the right to terminate this Lease, then the City may terminate this Lease by giving the Lessee at least thirty (3o) days' notice prior to the effective termination date. d. During any cessation of use, the Lessee must maintain and regulate the use and occupancy of the Leased Premises at the Lessee's expense as specified in this Lease. Upon termination or expiration of the Lease, the Lessee must remove the improvements from the Leased Premises. Section 10. Surrender. Subject to the holdover provisions in this Lease, the Lessee acknowledges and understands that the City's agreement to lease the Premises to lessee is expressly conditioned on the understanding that the Premises must be surrendered, upon the expiration, termination, or cancellation of this Lease, in as good a condition as received, reasonable use and wear, acts of God, fire and flood damage, or destruction where the Lessee is without fault, excepted. Section 11. Consideration. a. For and in consideration of the rights and privileges granted in this lease, the Lessee agrees to allow the City full access, via the Lessee's web page, to the monitoring information gathered by the Lessee from the air monitoring station situated at the Leased Premises during the entire term of this Lease. b. Lessee has provided a letter of responsibility, attached as Exhibit C to this agreement. 3 582-14-45217 Section 12. Alterations. a. the Lessee may not make any alterations, additions, or improvements to, in, on, or about the Premises, without the prior consent of the Director. b. Prior to making any alterations, additions, or improvements to, in, on, or about the Premises, the Lessee must submit the plans and specifications for the alterations, additions, or improvements to the Director for review. c. If the Director consents to the alterations, additions, or improvements, the Lessee shall obtain all required permits for the construction and the construction is subject to inspection by the Director, City's Building Official, Director of Engineering Services, and their designated representatives. Section 13. Assignment and Subleasing. a. Lessee may not assign or encumber this lease, without the prior written consent of the City Manager. Any assignment or sublease must be approved in advance by the City Manager. b. Upon approval of the assignment, the Lessee may request the City to release the Lessee from any further liability under the Lease. The City will grant the release if the assignee covenants to assume all obligations and duties of the Lessee of this Lease. c. Any attempted assignment or sublet without the prior written consent of the City Manager renders this Lease void. d. An assignment of the Lease under the same terms and conditions is not an amendment of the Lease. e. Each provision, term, covenant, obligation, and condition required to be performed by the Lessee must be binding upon any assignee, and is partial consideration for the City's consent to the assignment. f. Any failure of assignee to strictly comply with each provision, term, covenant, obligation, and condition in this lease may render this Lease null and void. Section 14. Signs. a. The Lessee may not exhibit, inscribe, paint, erect, or affix any Sign at, on, or about the Premises, or any part of this Lease, without the Director's prior written approval. b. The City may require the Lessee to remove, repaint, or repair any Signs allowed. If the Lessee does not remove, repaint, or repair the Signs within ten (10) days of the Director's written demand, the City may do or cause the work to be done, and the Lessee shall pay the City's costs within thirty (30) days of receipt of the Director's invoice. If 4 5$2-14-45217 timely payment is not made, the City may terminate this Lease upon ten (io) days written notice, to Lessee. Alternatively, the City may elect to terminate this Lease after ten (10) days written notice to the Lessee. Section 15. Laws Affecting Operation of Premises and Performance. The Lessee shall comply with all Federal, State, and local laws, ordinances, rules, and regulations applicable to the Lessee's operation of the Premises and the Lessee's performance under this Lease. This Lease is also subject to applicable provisions of the City Charter. Section 16. Nondiscrimination. The Lessee covenants and agrees that the Lessee will not discriminate nor permit discrimination against any person or group of persons, with regard to employment and the provision of services at, on, or in the Premises, on the grounds of race, religion, national origin, marital status, sex, age, disability, or in any manner prohibited by the laws of the United States or the State of Texas. The City hereby reserves the right to take the action as the United States may direct to enforce this covenant. Section 17. Drug Policy. The Lessee must adopt a Drug Free Workplace and drug testing policy that substantially conforms to the City's policy. Section i8. Violence Policy. The Lessee must adopt a Violence in the Workplace and related hiring policy that substantially conforms to the City's policy. Section 19. Maintenance. The Lessee shall maintain the Leased Premises and all improvements in good and safe condition during the Lease term. Section 20. Furniture, Fixtures, and Equipment. All personal property and trade fixtures furnished by or on behalf of the Lessee remain the property of the Lessee, unless the personal property and trade fixtures are specifically donated to the City during the term of this Lease or any Holdover Period. Section 21. Utilities. The Lessee shall pay for all utilities related to usage of the Premises. Failure to pay any utility bill(s) prior to the due date constitutes grounds for termination of this Lease. 5 582-14-45217 Section 22. City Use. The City retains the right to use or cross the Premises with utility lines and easements. The City may exercise these rights without compensation to the Lessee for damages to the Premises from installing, maintaining, repairing, or removing the utility lines and easements. The City must use reasonable judgment in locating the utility lines and easements to minimize damage to the Premises. Section 23. Default. Any of the following events constitute default under this Lease: (1) Failure to pay utilities before the due date. (2) Failure to perform scheduled maintenance. (3) Abandonment of the Premises. (4) Failure to maintain any insurance coverages required in this lease. (5) Failure to timely pay City's invoice for the removal, repainting, or repair of any Signs at the Premises. (6) Failure to keep, perform, and observe any other promises, covenants and conditions contained in this Lease. Section 24. City's Remedies on Lessee's Default. a. Upon the occurrence of any event of default, the City may, at its option, in addition to any other remedy or right given under this Lease or by law: (1) Give notice to the Lessee that this Lease terminates upon the date specified in the notice, which date will be no earlier than five (5) days after the giving of the notice. (2) Immediately or at any time after the occurrence of the event of default and without notice or demand, or upon the date specified in a notice, if given, or in any notice issued under law, enter upon the Premises or any part of this Premises in the name of the whole and, upon the entry, this Lease terminates. b. In the event of default by the Lessee under Section [26], the City has the option to pursue any one or more of the remedies provided in this lease or afforded the City by law, without further notice or demand and without prejudice to any other remedy: (1) The City may enter into and upon the Premises and retake possession, by legal proceedings or otherwise, expel the Lessee and anyone claiming through or under the Lessee, remove the Lessee's or a claimant's goods and effects, forcibly, if necessary, and store the goods in the name and at the expense of the Lessee. 6 582-14-45217 (2) After retaking possession as set out in paragraph 1 of this section, or upon abandonment of the premises by the Lessee, the City may at the City's option relet the premises or any part of the premises, in the name of the City or otherwise, for a term or terms that may be less than or exceed the period that would otherwise constitute the balance of the term of this lease. The term of such reletting by the City is evidence of the fair rental value of the premises for the balance of the term and the Lessee shall be liable to the City for the amount by which the rent and other charges due under this Lease for the balance of its term exceeds the fair rental value of the premises for that period. Section 25. Modifications. No changes or modifications to this Lease may be made, nor any provisions waived, unless the change or modification is made in writing and signed by persons authorized to sign agreements on behalf of each party. Section 26. Contact Person/Lease Administrator. For this Lease, the City's contact person and lease administrator is the Director. Section 27. Notice. a. All notices, demands, requests, or replies provided for or permitted under this Lease by either party must be in writing and must be delivered by one of the following methods: (i) by personal delivery; (ii) by deposit with the United States Postal Service as certified or registered mail, return receipt requested, postage prepaid; (iii) by prepaid telegram; (iv) by deposit with an overnight express delivery service, for which service has been prepaid; or (v) by fax transmission. b. Notice deposited with the United States Postal Service in the manner described above will be deemed effective two (2) business days after deposit with the United States Postal Service. Notice by telegram or overnight express delivery service will be deemed effective one (1) business day after transmission to the telegraph company or overnight express carrier. Notice by fax transmission will be deemed effective upon transmission with proof of delivery. c. All the communications must only be made to the following: IF TO CITY: City of Corpus Christi Attn: Director of Parks and Recreation P.O. Box 9277 Corpus Christi, Texas 78469-9277 7 IF TO LESSEE: TCEQ P.O. Box 13087, MC 165 Austin, Texas 78711-3087 582-14-45217 d. Either party may change the address to which notice is sent by using a method set out in subsection c of this section. The Lessee shall notify the City of an address change within ten (10) days after the address is changed. Section 28. Force Majeure. No party to this Lease shall be liable for delays or failures in performance due to any cause beyond their control including, without limitation, any delays or failures in performance caused by strikes, lock outs, fires, acts of God or the public enemy, common carrier, severe inclement weather, riots or interference by civil or military authorities. The delays or failures to perform extend the period of performance until these exigencies have been removed. The Lessee shall inform the City in writing of proof of the force majeure within three (3) business days or otherwise waive this right as a defense. Section 29. Relationship of Parties. This Lease establishes a landlord/tenant relationship, and no other relationship. This Lease must be construed conclusively in favor of that relationship. In performing this Lease, both the City and the Lessee will act in an individual capacity and not as agents, representatives, employees, employers, partners, joint -ventures, or associates of one another. The employees or agents of either party may not be, nor be construed to be, the employees or agents of the other party for any purpose. Section 3o. Not for Benefit of Third Parties. This Lease is only for the benefit of the City and the Lessee, and no third party has any rights or claims under this Lease or against the City. Section 31. Publication Costs. The Lessee shall pay for the cost of publishing the Lease description and related ordinance, as required by the City's Charter, in the legal section of the local newspaper. Section 32. Interpretation. This Lease will be interpreted according to the Texas laws that govern the interpretation of contracts. Venue lies in Nueces County, Texas, where this Lease was entered into and will be performed. Section 33. Survival of Terms. Termination or expiration of this Lease for any reason does not release either party from any liabilities or obligations under this Lease 8 582-14-45217 that (a) the parties have expressly agreed survive any the termination or expiration; (b) remain to be performed; or (c) by their nature would be intended to be applicable following any the termination or expiration of this Lease. Section 34. Captions. The captions utilized in this Lease are for convenience only and do not in any way limit or amplify the terms or provisions of this Lease. Section 35. Severability. a. If, for any reason, any section, paragraph, subdivision, clause, provision, phrase, or word of this Lease or the application of this Lease to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Lease, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the definite intent of the parties to this Lease that every section, paragraph, subdivision, clause, provision, phrase, or word of this Lease be given full force and effect for its purpose. b. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Lease, then the remainder of this Lease is not affected the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Lease automatically. Section 36. Venue. Venue lies in Nueces County, Texas, where this lease was entered into and will be performed. Section 37. Entirety Clause. This Lease and the attachments and exhibits incorporated into this Lease constitute the entire agreement between the City and the Lessee for the purpose granted. All other agreements, promises, representations, and understandings, oral or otherwise, with reference to the subject matter of this Lease, unless contained in this Lease are expressly revoked, as the parties intend to provide for a complete understanding within the provisions of this Lease and its exhibits of the terms, conditions, promises, and covenants relating to Lessee's operations and the Premises to be used in the operations. 9 582-14-45217 Section 38. Binding Lease. It is further mutually understood and agreed that the covenants and agreements contained in the Lease, to be performed by the respective parties, are binding on the parties, and their respective successors and assigns. Section 39. Acknowledgment. Each party expressly agrees that it has independently read and understood this Lease. By the Lessee's execution of this Lease, the Lessee acknowledges and understands that this Lease is not binding on the City until properly authorized by the Council and executed by the City Manager or by his designee. Section 4o. Effective Date. This Lease is effective on EXECUTED IN DUPLICATE, each of which shall be considered an original, on the day of November, 2014. EFFECTIVE DATE 10 582-14-45217 LESSEE: TEXAS COMMISSION ON ENVIRONMENTAL QUALITY By: 22ed---p/a01—:.. Richard C. Chism Monitoring Division STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on November, 2014, by Richard C. Chism, Monitoring Division, on behalf of the Texas Commission on Environmental Quality Notary Public, State of Texas ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Ronald L. Olson City Secretary City Manager APPROVED AS TO LEGAL FORM: This _eJ day of November 2014. Lisa Aguilar Senior City Attorney For City Attorney STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on November, by Richard C. Chism, Monitoring Division, on behalf of the Texas Commission on Environmental Quality. Notary Public, State of Texas 11 582-14-45217 Exhibit A: TCEQ Oak Park Air Monitoring Site TCEQ Oak Parr Monitoring Site 12 Exhibit B: TCEQ Williams Park Air Monitoring Site 582-14-45217 13 EXHIBIT C: Bryan W. Shaw, Ph.D., P.E., Chairman Toby Baker, Commissioner Zak Covar, Commissioner Richard A. Hyde, P.C.. Executive Director TEXAS COMMISSION ON ENVIRONMENTAL QUALITY Protecting Tarns by Reducing and Prct,enting Pollution September 8, 2014 City of Corpus Christi Attn: Director of Parks and Recreation P.O. Box 9277 Corpus Christi, Texas 78469-9277 582-14-45217 Subject: Oak Park and Williams Park Air Monitoring Sites Evidence of Financial Responsibility The Texas Commission on Environmental Quality, as an agency of state government, is financially responsible for its own liability exposures under the Statutes of the State of Texas, including the Texas Tort Claims Act. This body of laws governs the manner in which claims may he pursued against the agency. With this in mind, this letter is offered as evidence of financial responsibility. If a third party claim occurs it should be reported as soon as possible to Ms. Patricia De La Cruz, Ambient Monitoring Section Manager at (512) 239-6816 for investigation and resolution. Should you have any questions concerning the above, please do not hesitate to call Inc at (512) 239-0539. Sincerely, ?i4416. -CL: Richard C. Chism, Director Monitoring Division Texas Commission on Environmental Quality P.O. Box 13087 • Austin, Texas 787n-3087 • 512 -_3g -woo • tceq.tcxas.gov How is our customer service? tceq.texns.gov/rustomersurvey ori Ind on rcerkl n:;wr E12013 —TCEQ Oak Park Air Monitoring Site STATE OF TEXAS COUNTY OF NUECES BEING a tract of land containing 4,924.77 square feet (0.113 acres) or land out of that remaining portion of Lot 5, Woodlawn Block 2, a map of which is recorded is Volume 4, Page 5, Map Records of Nueces County, Texas and also being a part of a tract of land acquired by the City of Corpus Christi, Texas for park purposes per deed recorded in Volume 590, Page 140, Deed Records of Nueces County, Texas. This 4,924.77 square foot tract being more fully described by metes and bounds as follows: Beginning at a I inch iron pipe found on the common boundary of said Lot 5 and of Lot 3, said Woodlawn Block 2, for the south corner of the South 74' x 135' tract out of Lot 5, said Woodlawn Block 2 (Document No.2013047594, Oficial Records of Nueces County, Texas), for a corner of said Woodlawn Park (also known as Westside Park) and for the Point of Beginning of this description; Thence, with the southeast boundary of said South 74' x 135' tract, same being the northwest boundary of said Woodlawn Park and of this tract, North 30°25'00" East, at 73.89 feet (record -74.00 feet) pass a 1 inch iron pipe found for the east comer of said South 74' x 135' tract and for the south corner of West side Street, as opened by the City of Corpus Christi, per Ordinance No. 3722, in all a total distance of 80.49 feet to a 5/8 inch iron rod with City of Corpus Christi cap set for the north corner of this tract; Thence, with the northeast boundary of this tract, South 57°48'22" East, a distance of 62.05 feet to a 5/8 inch iron rod with City of Corpus Christi cap set for the east corner of this tract; Thence, with the southeast boundary of this tract, South 31°44'00" West, a distance of 80.69 feet to a 1 inch iron pipe found for the east corner of said Lot 3, Woodlawn Block 2, for a corner of said Woodlawn Park and for the south comer of this tract; Thence, with the common boundary of said Lot 3 and of said Woodlawn Park, North 57°35'00" West, distance of 60.20 feet to the Point of Beginning and containing 4,924.77 square feet (0.113 acres) of land. Bearings based on GPS bearings, Texas State Pane Coordinate System NAD83 (1986), Texas South Zone. STATE OF TEXAS COUNTY OF NUECES 1, Russell D. Ochs, a Registered Professional Land Surveyor, hereby certify that the foregoing field notes were prepared by me from a land survey made on the ground under my supervision. This the 24th day of September, 2014 OLJJi.OL Russell D. Ochs, R.P.L.S. State of Texas License No. 5241 K lEnguternngLSurvrOPROJECtSUN•Et2013•W WDLAWN PARK-TCEQ 517E-2014UN-E12013-WDODLAWN PARK-4CEQ 517E -2014 -FN docx 1 rgir 1 cf r SOUTH 74' x 135' OUT OF LOT 5 WOODLAWN BLOCK 2 (VOL 4, PG. 5, MRNCr) OWNER: MANUAL ESTRADA. JR. DOC. NO. 2013047594.ORNCT ERWIN STREET FO 1•I.P ✓ WESTSIDE STREET FD.WOOD 11- F'1p FO i• IP N� ��"POINT OF BEGINNING" N 30'25'00" E 80.49' V -. 15,411 rt 0 O 113 A7 Z S 31.44 00 W 80.69 REMAINDER OF LOT 2 WOODLAWN BLOCK 2 (VOL 4, PG. 5, MRNCT) HEADER CURB REMAINDER OFLOT 5 WOODLAWN BLOCK2 (VOL 4, PG 5, IRNCI) SET SorI R HIM CITY Of CORMS crown raw 2R 0 N Cf] 0' SET 5AP F R. WITH CITY OF CORFrUS CHRISTI CAP CURB i RUTTER WESTSIDE PARK (ALSO KNOWN AS WOODLAWN PARK) OWNER CITY OF CORPUS CHRISTI 0 TCEQ OAK PARK AIR MONITORING SIM MAP TO ACCOMPANY FIELDNOTES FOR A 4,924.77 SQUARE FOOT (0.113 ACM) num Or LAND OUT OF THAT REMAINING PORION OF 1A1' 6, 1r00DIAWN BLOCK 2. k MAP Or WHICH IS RECORDED IN VOLUME 4. PAGE 6, MAP RECORDS Or NUEMS COUNTY. TEXAS AND ALSO BEING A PART Or L suer OF LAND ACQUIRED BY THE CRY OF CORPUS CHRISMI. TEXAS FOR PARK PURPOSES PER DEED RECORDED IN VOLUME 5110. PAGE 140, DUO RECORDS Or NIECES COUNTY, TEXAS WEST 74' X 136 OUT OF LOT WOODLAWN BLOCK 2 (VOL 4, PG. 5, MRNCT) OWNER: PHILIP EIAANUEL DOC. NO. 2007023231. ORNCT REMAINDER OF LOT 5 WOODLAWN BLOCK 2 (VOL 4, PG. 5. MRNCT) BEARINGS SHORN ARE BIASED ON OPS BEARINGS. TOOLS SLOE RAW COORDINATE SYSTEM. t, Z 3 (Iaae). TEXAS SOUllt 30 60 90 CITY of CORPUS CHRIBTI. TEXAS Capital Programs Survey Division J61-826-3551 DP 9/23/2014 Checked 9y ROAN I PECET 1 OF I Drawn 8y .TRS Project E120f3-1417001AIIN R4 7CEQ Srlr--Mr4 1r -1t +w1 +r1PRa.ArrA,W-0.2013-FFVOOLMN P -1 srE-2111ut .w-E7lar3-Mo0014NW PARK-ITZ0 SI E-20144,9 E12013 — Williams Park TCEQ Site STATE OF TEXAS COUNTY OF NUECES BEING a tract of iaad containing 1,661.48 square feet (0.038 acres) of sand out of a 14.0 acre tract described in deed from The Bay View Cemetery Association to the City arCorpus Christi, dated October 28, 1925 and recorded in Volume 156, Page 193, Deed Records of Nueces County, Texas; said 14.0 acre tract also known as Bayview Park and Dr. H.J. Williams Park; This 1,661.48 square foot tract being more fully described by metes and bounds as follows: Commencing at a 5/8 inch iron rod found at the intersection of the southeast boundary of Peabody Street, a 60 foot wide public roadway with the southwest boundary of Dempsey Street, a 50 foot wide public roadway for the north corner of Lot 12, Block 35, Hillcrest, a map of which is recorded in Volume 3, Page 29, Map Records of Nueces County, Texas; Thence, with the northeast boundary of said Lot 12, same being the southwest boundary of said Dempsey Street, South 59°39'46" East, at 130.00 feet pass the east comer (no monumentation found or set) of said Lot 12, and continuing with the easterly extension of said southwest boundary of Dempsey Street, in all total distance of 203.82 feet; Thence, North 29°43'28" East, a distance of 64.10 feet to a 5/8 inch iron rod with City of Corpus Christi cap set for the Point or Beginning of this description and for the west comer of this Tract; Thence, with the northwest boundary of this tract, North 29°43'28" East, a distance of 42.49 feet to a 5/8 inch iron rod with City of Corpus Christi cap set for the north corner of this tract; Thence, with the northeast boundary of this tract, South 58°13'16" East, a distance of 39.66 feet to a 5/8 inch iron rod with City of Corpus Christi cap set for the east comer of this tract; Thence, with the southeast boundary of this tract, South 30° 11'33" West, a distance of 41.70 feet to a drill hole set on a concrete curb for the south corner of this tract; Thence, with the southwest boundary of this tract, North 59°21'47" West, a distance of39.30 feet to the Point of Beginning and containing 1,661.48 square feet (0.038 acres) of land. Bearings based on GPS bearings, Texas State Pane Coordinate System NAD83 (1986), Texas South Zone. STATE OF TEXAS COUNTY OF NUECES 1, Russell D. Ochs, a Registered Professional Land Surveyor, hereby certify that the foregoing field notes were prepared by me from a land survey made on the ground under my supervision. This the 24th day of September, 2014 Russell D. Ochs, R.P.L.S. State of Texas License No. 5241 K Itngineenng1SusveyU'nOEECf5VN•E12013•WILLIAMSPARK-BAYVIEW-TCEQSITE-2OIAUN-E12013-WILLIAMSPARK-BAYVIEW-TCEQ SITE -2014 -FN doci Pagc1of1 3 C.0 r 3 1 S 3 ti A • O44,4°S FY STAFF 1 0 /" h CONE WALK 434?. 4s 4 -n - .I co- .„.t, o•occ? DR. H.J. WILLIAMS PARK Odee--•(BAYVIEW PARK) 0 40 14/ 1��a INLINK CH A FENCE • INLET 44, ASPHALT PARKING AREA CONC. 2� Qac NLET ASPHALT PARKING AREA CONC. NOTE: SEE SHEET 2 OF 2 FOR DIMENSIONS /3p.....sj_ CONC. PAD WITH PICNIC TABLE CURB & GUTTER TCEQ WILLIAMS PARK AIR MONITORING SIT,J MAP TO ACCOMPANY F1ELDNOTEB PDR A 1,081.48 SQUARE ran (0.038 ACRE) TRACT OF LAND OUT OF A 14.0 ACRE TRACT DESCRIDID IN DEED FROM THE SAY VIEW CEMETERY ABSOCIAT1ON TO THE CTTY or CORPUS cmusTI. DATED OCTOBER 28, 1426 AND RECORDED Of VOLUMZ 168, PAGE 103, DEED RECORDS or NURCL9 COUNTY, TWA SAID 14.0 ACRE TRACT ALSO KNOWN AS HAYYIEW PARK AND D. H.J. 11111.241121 PARK. M=I= ME WARMS SNOW ARE BASED ON CPS BEARINGS, TEXAS STATE PLANE COORDINATE SYSTEM, NOM (1988), TEXAS SOUTH ?LAVE 80 i'r`•ri eeZIZI CITY of CORPUS CHRISTI, TEXAS Capital Programs Survey Division 361-826-3531 Dol. 9/24/20UU Dawn Bs .US Chocked By: RO I ON I SI#T l OF 2 Pt•mt J CUmis-IAws 41inzo 101,41}14 x1 MlSiow1 {+a-r►1fu-OLLAIN wrr-rnEr-J ell-[iH1»G$Y6 M - 1KW-Rin 27T-10144.1 3 3 1 SET 5/8" I.R. WITH S"-MY TY OF CORPUS CHRISTI CAP (5), t3 SET 5/8" I.R. WITH 71ITE OF CORPUS HRIS1I CAP "POINT OF BEGINNING SET 5/8" I.R. WITH CITY OF CORPUS CHRISTI CAP ASA NG .q J,9 SET DRILL HOLE TCEQ WILLIAMS PARK AIR MONITORING gas MAP TO ACCOMPANY FIELDNOTES FOR A 1.6111.46 sow= roar 0.036 ACRE) TRACT OF LAND OUT OP A 14.0 ACRE TRACT DESCRIBED RU DEED FROM hE BAY VIEII CEHCTERY ASSOCIATION TO THE CTTY OF CORPUS CHRISTI. DATED OCTOBER N. 10E6 AHD RECORDED IN VOLUME IRS, PAGE 1Q3, DEED RECORDS OF NIECES COUNTY, TEXAS; SAID 14.0 ACRE TRACT ALSO KNOWN AS BAYYIR PARK AND DR. Rel. TTIIl.IA II PARK. c9 oN SOWINGS SHOWN ARE BASED ON CPS BEARINGS, TEXAS STATE PLANE COORDINATE SYSTEM, N4063 (1988), TEXAS SOUTH ZONE 0 10 cv 1zr N t, cJ Q 20 30 MIME CITY of CORPUS CHRISTI, TEXAS Capitol Pragroms Survey Division 351-826-3551 Data: 2/2-1/2O 14 O1vrn By: XS Checked er IRO 1 ON 1 sum 2 OF 1444.4! x C7 13-wiwrt FA44/111410C4r Tao e<+r-eh. 41i43rt+•1.f111dreV sW-n10r7-ruwe 14444-an►eh4-racv 74tr-89141, .4441104a -+141M - IY1 P4 v mr.roPLM AN ORDINANCE AUTHORIZING CITY MANAGER, OR DESIGNEE, TO EXECUTE A FIVE YEAR LEASE AGREEMENT (WITH THE OPTION FOR ONE FIVE YEAR RENEWAL) WITH THE TEXAS COMMISSION ON ENVIRONMENTAL QUALITY (TCEQ) FOR INSTALLATION AND OPERATION OF AN AIR QUALITY MONITORING STATION ON A 0.113 ACRE TRACT OF LAND ON OAKPARK PARK LOCATED AT 842 ERWIN STREET, CORPUS CHRISTI, TX AND A 0.038 ACRE TRACT OF LAND ON BAYVIEW (H. J. WILLIAMS PARK, LOCATED AT 2518 DEMPSEY ROAD, CORPUS CHRISTI, TX; PROVIDING FOR SEVERANCE; AND PROVIDING FOR PUBLICATION. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. The City Manager, or designee, is authorized to execute a five year Lease Agreement ( with the option for one five year renewal with the Texas Commission on Environmental Quality for an air quality monitoring station at the Oakpark Park and H.J. Williams Park. The Lease Agreement is attached as Exhibit A and a copy is on file with the City Secretary. SECTION 2. If for any reason any section, paragraph, subdivision, clause, phrase, word or provision of this ordinance is held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, word or provision of this ordinance be given full force and effect for its purpose. SECTION 3. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. TCEO Oakpark hillcrest Paks Air Monitoring Lease Ordianace 12122014 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas That the foregoing ordinance was read for the second time and passed finally on this the day of , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas PASSED AND APPROVED, this the day of ATTEST: Rebecca Huerta Nelda Martinez City Secretary Mayor 582-14-45217 LEASE BETWEEN THE CITY OF CORPUS CHRISTI AND THE TEXAS COMMISSION ON ENVIRONMENTAL QUALITY STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS COUNTY OF NUECES § This lease is entered into by and between the City of Corpus Christi, a Texas home rule municipal corporation, acting through its duly authorized City Manager, or the City Manager's designee, and the Texas Commission on Environmental Quality, acting through its duly authorized agent, Richard C. Chism, Monitoring Division. Section 1. Definitions. For the purposes of this Lease: Abandoned means that the Leased Premises become vacant or deserted for a continuous period of (30) thirty days. City means the City of Corpus Christi, Nueces County, Texas, a home rule municipal corporation. City Manager means the City's City Manager or the City Manager's designee. City Council means the City Council of the City of Corpus Christi. Department means the City's Park and Recreation Department. Director means the City's Director of Park and Recreation or the Director of Park and Recreation's designee. Lease means this document, including all attachments and exhibits that are incorporated by reference into this document. Leased Premises means that portion of Oakpark Park and Bayview (H.J. Williams) Park found in Exhibits "A" and "B." Lessee means the Texas Commission on Environmental Quality (TCEQ) or assignee. Risk Manager means the City's Director of Risk Management or the Director of Risk Management's designee. Sign means any signs, advertisements, notices, or other lettering that are exhibited, inscribed, painted, erected, or affixed on or about the Premises, or any part of the Premises. 1 582-14-45217 Section 2. Purpose. The purpose of this Lease, between the City and the Lessee, is to enable the Lessee to install and maintain a continuous air monitoring station. Lessee may not operate the Premises for any other purpose without the Director's prior written approval. Section 3. Leased Premises. The Leased Premises are certain real property, generally described as an area of land on Oakpark Park, 842 Erwin Street, Corpus Christi, Texas and on Bayview (H. J. Williams) Park, 2518 Dempsey Rd, Corpus Christi, Texas; and more specifically described on the attached and incorporated Exhibits "A" and "B." Section 4. Use of Leased Premises Subject to Lease. The Lessee's use of the Leased Premises is subject to the terms and conditions in this Lease. This Lease is made in consideration of the mutual promises and covenants contained in this Lease. Section 5. Limitation of Leasehold. The City does not warrant its title to the Leased Premises. This Lease and the rights and privileges granted the Lessee in and to the Leased Premises are subject to all covenants, conditions, restrictions, and exceptions of record or apparent. Nothing contained in this Lease may be construed to imply the conveyance to the Lessee of rights in the Leased Premises that exceed those owned by the City. Section 6. Term. The City leases the Premises, subject to all terms and conditions of this Lease, to the Lessee for a period of five (5) years, unless sooner terminated pursuant to this lease. This Lease begins on the 6ist day after final approval by the City Council. In addition, the City may terminate this lease before the end of the five (5) year term for a change in park use which was approved pursuant to an amendment to the adopted Parks Master Plan. In such event, the City will provide Lessee with at least ninety (90) days notice of termination and the parties will cooperate to locate an alternate site. Section 7. Option to Renew. The Lessee has the option to renew this lease for five (5) years on the same terms and conditions as set out in this lease. The Lessee must exercise this option by giving the City notice at least thirty (30) days prior to the last day of the term of the lease. 5$2-14-45217 Section 8. Abandonment of Leased Premises. If the Lessee abandons the Leased Premises this Lease terminates automatically and the City Manager may take immediate possession of the Leased Premises. Section 9. Cessation of Use. a. If the Lessee for any reason ceases to use the Leased Premises for the purposes specified in Section 2, the Lessee has the right to terminate this Lease by written notice to the City Manager. b. The written notice of termination must be given at least three (3) months prior to the effective date of termination. c. If the cessation of use occurs and continues for one (1) year or longer, and the Lessee does not exercise the right to terminate this Lease, then the City may terminate this Lease by giving the Lessee at least thirty (3o) days' notice prior to the effective termination date. d. During any cessation of use, the Lessee must maintain and regulate the use and occupancy of the Leased Premises at the Lessee's expense as specified in this Lease. Upon termination or expiration of the Lease, the Lessee must remove the improvements from the Leased Premises. Section 10. Surrender. Subject to the holdover provisions in this Lease, the Lessee acknowledges and understands that the City's agreement to lease the Premises to lessee is expressly conditioned on the understanding that the Premises must be surrendered, upon the expiration, termination, or cancellation of this Lease, in as good a condition as received, reasonable use and wear, acts of God, fire and flood damage, or destruction where the Lessee is without fault, excepted. Section 11. Consideration. a. For and in consideration of the rights and privileges granted in this lease, the Lessee agrees to allow the City full access, via the Lessee's web page, to the monitoring information gathered by the Lessee from the air monitoring station situated at the Leased Premises during the entire term of this Lease. b. Lessee has provided a letter of responsibility, attached as Exhibit C to this agreement. 3 582-14-45217 Section 12. Alterations. a. the Lessee may not make any alterations, additions, or improvements to, in, on, or about the Premises, without the prior consent of the Director. b. Prior to making any alterations, additions, or improvements to, in, on, or about the Premises, the Lessee must submit the plans and specifications for the alterations, additions, or improvements to the Director for review. c. If the Director consents to the alterations, additions, or improvements, the Lessee shall obtain all required permits for the construction and the construction is subject to inspection by the Director, City's Building Official, Director of Engineering Services, and their designated representatives. Section 13. Assignment and Subleasing. a. Lessee may not assign or encumber this lease, without the prior written consent of the City Manager. Any assignment or sublease must be approved in advance by the City Manager. b. Upon approval of the assignment, the Lessee may request the City to release the Lessee from any further liability under the Lease. The City will grant the release if the assignee covenants to assume all obligations and duties of the Lessee of this Lease. c. Any attempted assignment or sublet without the prior written consent of the City Manager renders this Lease void. d. An assignment of the Lease under the same terms and conditions is not an amendment of the Lease. e. Each provision, term, covenant, obligation, and condition required to be performed by the Lessee must be binding upon any assignee, and is partial consideration for the City's consent to the assignment. f. Any failure of assignee to strictly comply with each provision, term, covenant, obligation, and condition in this lease may render this Lease null and void. Section 14. Signs. a. The Lessee may not exhibit, inscribe, paint, erect, or affix any Sign at, on, or about the Premises, or any part of this Lease, without the Director's prior written approval. b. The City may require the Lessee to remove, repaint, or repair any Signs allowed. If the Lessee does not remove, repaint, or repair the Signs within ten (10) days of the Director's written demand, the City may do or cause the work to be done, and the Lessee shall pay the City's costs within thirty (30) days of receipt of the Director's invoice. If 4 5$2-14-45217 timely payment is not made, the City may terminate this Lease upon ten (io) days written notice, to Lessee. Alternatively, the City may elect to terminate this Lease after ten (10) days written notice to the Lessee. Section 15. Laws Affecting Operation of Premises and Performance. The Lessee shall comply with all Federal, State, and local laws, ordinances, rules, and regulations applicable to the Lessee's operation of the Premises and the Lessee's performance under this Lease. This Lease is also subject to applicable provisions of the City Charter. Section 16. Nondiscrimination. The Lessee covenants and agrees that the Lessee will not discriminate nor permit discrimination against any person or group of persons, with regard to employment and the provision of services at, on, or in the Premises, on the grounds of race, religion, national origin, marital status, sex, age, disability, or in any manner prohibited by the laws of the United States or the State of Texas. The City hereby reserves the right to take the action as the United States may direct to enforce this covenant. Section 17. Drug Policy. The Lessee must adopt a Drug Free Workplace and drug testing policy that substantially conforms to the City's policy. Section i8. Violence Policy. The Lessee must adopt a Violence in the Workplace and related hiring policy that substantially conforms to the City's policy. Section 19. Maintenance. The Lessee shall maintain the Leased Premises and all improvements in good and safe condition during the Lease term. Section 20. Furniture, Fixtures, and Equipment. All personal property and trade fixtures furnished by or on behalf of the Lessee remain the property of the Lessee, unless the personal property and trade fixtures are specifically donated to the City during the term of this Lease or any Holdover Period. Section 21. Utilities. The Lessee shall pay for all utilities related to usage of the Premises. Failure to pay any utility bill(s) prior to the due date constitutes grounds for termination of this Lease. 5 582-14-45217 Section 22. City Use. The City retains the right to use or cross the Premises with utility lines and easements. The City may exercise these rights without compensation to the Lessee for damages to the Premises from installing, maintaining, repairing, or removing the utility lines and easements. The City must use reasonable judgment in locating the utility lines and easements to minimize damage to the Premises. Section 23. Default. Any of the following events constitute default under this Lease: (1) Failure to pay utilities before the due date. (2) Failure to perform scheduled maintenance. (3) Abandonment of the Premises. (4) Failure to maintain any insurance coverages required in this lease. (5) Failure to timely pay City's invoice for the removal, repainting, or repair of any Signs at the Premises. (6) Failure to keep, perform, and observe any other promises, covenants and conditions contained in this Lease. Section 24. City's Remedies on Lessee's Default. a. Upon the occurrence of any event of default, the City may, at its option, in addition to any other remedy or right given under this Lease or by law: (1) Give notice to the Lessee that this Lease terminates upon the date specified in the notice, which date will be no earlier than five (5) days after the giving of the notice. (2) Immediately or at any time after the occurrence of the event of default and without notice or demand, or upon the date specified in a notice, if given, or in any notice issued under law, enter upon the Premises or any part of this Premises in the name of the whole and, upon the entry, this Lease terminates. b. In the event of default by the Lessee under Section [26], the City has the option to pursue any one or more of the remedies provided in this lease or afforded the City by law, without further notice or demand and without prejudice to any other remedy: (1) The City may enter into and upon the Premises and retake possession, by legal proceedings or otherwise, expel the Lessee and anyone claiming through or under the Lessee, remove the Lessee's or a claimant's goods and effects, forcibly, if necessary, and store the goods in the name and at the expense of the Lessee. 6 582-14-45217 (2) After retaking possession as set out in paragraph 1 of this section, or upon abandonment of the premises by the Lessee, the City may at the City's option relet the premises or any part of the premises, in the name of the City or otherwise, for a term or terms that may be less than or exceed the period that would otherwise constitute the balance of the term of this lease. The term of such reletting by the City is evidence of the fair rental value of the premises for the balance of the term and the Lessee shall be liable to the City for the amount by which the rent and other charges due under this Lease for the balance of its term exceeds the fair rental value of the premises for that period. Section 25. Modifications. No changes or modifications to this Lease may be made, nor any provisions waived, unless the change or modification is made in writing and signed by persons authorized to sign agreements on behalf of each party. Section 26. Contact Person/Lease Administrator. For this Lease, the City's contact person and lease administrator is the Director. Section 27. Notice. a. All notices, demands, requests, or replies provided for or permitted under this Lease by either party must be in writing and must be delivered by one of the following methods: (i) by personal delivery; (ii) by deposit with the United States Postal Service as certified or registered mail, return receipt requested, postage prepaid; (iii) by prepaid telegram; (iv) by deposit with an overnight express delivery service, for which service has been prepaid; or (v) by fax transmission. b. Notice deposited with the United States Postal Service in the manner described above will be deemed effective two (2) business days after deposit with the United States Postal Service. Notice by telegram or overnight express delivery service will be deemed effective one (1) business day after transmission to the telegraph company or overnight express carrier. Notice by fax transmission will be deemed effective upon transmission with proof of delivery. c. All the communications must only be made to the following: IF TO CITY: City of Corpus Christi Attn: Director of Parks and Recreation P.O. Box 9277 Corpus Christi, Texas 78469-9277 7 IF TO LESSEE: TCEQ P.O. Box 13087, MC 165 Austin, Texas 78711-3087 582-14-45217 d. Either party may change the address to which notice is sent by using a method set out in subsection c of this section. The Lessee shall notify the City of an address change within ten (10) days after the address is changed. Section 28. Force Majeure. No party to this Lease shall be liable for delays or failures in performance due to any cause beyond their control including, without limitation, any delays or failures in performance caused by strikes, lock outs, fires, acts of God or the public enemy, common carrier, severe inclement weather, riots or interference by civil or military authorities. The delays or failures to perform extend the period of performance until these exigencies have been removed. The Lessee shall inform the City in writing of proof of the force majeure within three (3) business days or otherwise waive this right as a defense. Section 29. Relationship of Parties. This Lease establishes a landlord/tenant relationship, and no other relationship. This Lease must be construed conclusively in favor of that relationship. In performing this Lease, both the City and the Lessee will act in an individual capacity and not as agents, representatives, employees, employers, partners, joint -ventures, or associates of one another. The employees or agents of either party may not be, nor be construed to be, the employees or agents of the other party for any purpose. Section 3o. Not for Benefit of Third Parties. This Lease is only for the benefit of the City and the Lessee, and no third party has any rights or claims under this Lease or against the City. Section 31. Publication Costs. The Lessee shall pay for the cost of publishing the Lease description and related ordinance, as required by the City's Charter, in the legal section of the local newspaper. Section 32. Interpretation. This Lease will be interpreted according to the Texas laws that govern the interpretation of contracts. Venue lies in Nueces County, Texas, where this Lease was entered into and will be performed. Section 33. Survival of Terms. Termination or expiration of this Lease for any reason does not release either party from any liabilities or obligations under this Lease 8 582-14-45217 that (a) the parties have expressly agreed survive any the termination or expiration; (b) remain to be performed; or (c) by their nature would be intended to be applicable following any the termination or expiration of this Lease. Section 34. Captions. The captions utilized in this Lease are for convenience only and do not in any way limit or amplify the terms or provisions of this Lease. Section 35. Severability. a. If, for any reason, any section, paragraph, subdivision, clause, provision, phrase, or word of this Lease or the application of this Lease to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Lease, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the definite intent of the parties to this Lease that every section, paragraph, subdivision, clause, provision, phrase, or word of this Lease be given full force and effect for its purpose. b. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Lease, then the remainder of this Lease is not affected the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Lease automatically. Section 36. Venue. Venue lies in Nueces County, Texas, where this lease was entered into and will be performed. Section 37. Entirety Clause. This Lease and the attachments and exhibits incorporated into this Lease constitute the entire agreement between the City and the Lessee for the purpose granted. All other agreements, promises, representations, and understandings, oral or otherwise, with reference to the subject matter of this Lease, unless contained in this Lease are expressly revoked, as the parties intend to provide for a complete understanding within the provisions of this Lease and its exhibits of the terms, conditions, promises, and covenants relating to Lessee's operations and the Premises to be used in the operations. 9 582-14-45217 Section 38. Binding Lease. It is further mutually understood and agreed that the covenants and agreements contained in the Lease, to be performed by the respective parties, are binding on the parties, and their respective successors and assigns. Section 39. Acknowledgment. Each party expressly agrees that it has independently read and understood this Lease. By the Lessee's execution of this Lease, the Lessee acknowledges and understands that this Lease is not binding on the City until properly authorized by the Council and executed by the City Manager or by his designee. Section 4o. Effective Date. This Lease is effective on EXECUTED IN DUPLICATE, each of which shall be considered an original, on the day of November, 2014. EFFECTIVE DATE 10 582-14-45217 LESSEE: TEXAS COMMISSION ON ENVIRONMENTAL QUALITY By: 22ed---p/a01—:.. Richard C. Chism Monitoring Division STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on November, 2014, by Richard C. Chism, Monitoring Division, on behalf of the Texas Commission on Environmental Quality Notary Public, State of Texas ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Ronald L. Olson City Secretary City Manager APPROVED AS TO LEGAL FORM: This _eJ day of November 2014. Lisa Aguilar Senior City Attorney For City Attorney STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on November, by Richard C. Chism, Monitoring Division, on behalf of the Texas Commission on Environmental Quality. Notary Public, State of Texas 11 582-14-45217 Exhibit A: TCEQ Oak Park Air Monitoring Site TCEQ Oak Parr Monitoring Site 12 Exhibit B: TCEQ Williams Park Air Monitoring Site 582-14-45217 13 EXHIBIT C: Bryan W. Shaw, Ph.D., P.E., Chairman Toby Baker, Commissioner Zak Covar, Commissioner Richard A. Hyde, P.C.. Executive Director TEXAS COMMISSION ON ENVIRONMENTAL QUALITY Protecting Tarns by Reducing and Prct,enting Pollution September 8, 2014 City of Corpus Christi Attn: Director of Parks and Recreation P.O. Box 9277 Corpus Christi, Texas 78469-9277 582-14-45217 Subject: Oak Park and Williams Park Air Monitoring Sites Evidence of Financial Responsibility The Texas Commission on Environmental Quality, as an agency of state government, is financially responsible for its own liability exposures under the Statutes of the State of Texas, including the Texas Tort Claims Act. This body of laws governs the manner in which claims may he pursued against the agency. With this in mind, this letter is offered as evidence of financial responsibility. If a third party claim occurs it should be reported as soon as possible to Ms. Patricia De La Cruz, Ambient Monitoring Section Manager at (512) 239-6816 for investigation and resolution. Should you have any questions concerning the above, please do not hesitate to call Inc at (512) 239-0539. Sincerely, ?i4416. -CL: Richard C. Chism, Director Monitoring Division Texas Commission on Environmental Quality P.O. Box 13087 • Austin, Texas 787n-3087 • 512 -_3g -woo • tceq.tcxas.gov How is our customer service? tceq.texns.gov/rustomersurvey ori Ind on rcerkl n:;wr E12013 —TCEQ Oak Park Air Monitoring Site STATE OF TEXAS COUNTY OF NUECES BEING a tract of land containing 4,924.77 square feet (0.113 acres) or land out of that remaining portion of Lot 5, Woodlawn Block 2, a map of which is recorded is Volume 4, Page 5, Map Records of Nueces County, Texas and also being a part of a tract of land acquired by the City of Corpus Christi, Texas for park purposes per deed recorded in Volume 590, Page 140, Deed Records of Nueces County, Texas. This 4,924.77 square foot tract being more fully described by metes and bounds as follows: Beginning at a I inch iron pipe found on the common boundary of said Lot 5 and of Lot 3, said Woodlawn Block 2, for the south corner of the South 74' x 135' tract out of Lot 5, said Woodlawn Block 2 (Document No.2013047594, Oficial Records of Nueces County, Texas), for a corner of said Woodlawn Park (also known as Westside Park) and for the Point of Beginning of this description; Thence, with the southeast boundary of said South 74' x 135' tract, same being the northwest boundary of said Woodlawn Park and of this tract, North 30°25'00" East, at 73.89 feet (record -74.00 feet) pass a 1 inch iron pipe found for the east comer of said South 74' x 135' tract and for the south corner of West side Street, as opened by the City of Corpus Christi, per Ordinance No. 3722, in all a total distance of 80.49 feet to a 5/8 inch iron rod with City of Corpus Christi cap set for the north corner of this tract; Thence, with the northeast boundary of this tract, South 57°48'22" East, a distance of 62.05 feet to a 5/8 inch iron rod with City of Corpus Christi cap set for the east corner of this tract; Thence, with the southeast boundary of this tract, South 31°44'00" West, a distance of 80.69 feet to a 1 inch iron pipe found for the east corner of said Lot 3, Woodlawn Block 2, for a corner of said Woodlawn Park and for the south comer of this tract; Thence, with the common boundary of said Lot 3 and of said Woodlawn Park, North 57°35'00" West, distance of 60.20 feet to the Point of Beginning and containing 4,924.77 square feet (0.113 acres) of land. Bearings based on GPS bearings, Texas State Pane Coordinate System NAD83 (1986), Texas South Zone. STATE OF TEXAS COUNTY OF NUECES 1, Russell D. Ochs, a Registered Professional Land Surveyor, hereby certify that the foregoing field notes were prepared by me from a land survey made on the ground under my supervision. This the 24th day of September, 2014 OLJJi.OL Russell D. Ochs, R.P.L.S. State of Texas License No. 5241 K lEnguternngLSurvrOPROJECtSUN•Et2013•W WDLAWN PARK-TCEQ 517E-2014UN-E12013-WDODLAWN PARK-4CEQ 517E -2014 -FN docx 1 rgir 1 cf r SOUTH 74' x 135' OUT OF LOT 5 WOODLAWN BLOCK 2 (VOL 4, PG. 5, MRNCr) OWNER: MANUAL ESTRADA. JR. DOC. NO. 2013047594.ORNCT ERWIN STREET FO 1•I.P ✓ WESTSIDE STREET FD.WOOD 11- F'1p FO i• IP N� ��"POINT OF BEGINNING" N 30'25'00" E 80.49' V -. 15,411 rt 0 O 113 A7 Z S 31.44 00 W 80.69 REMAINDER OF LOT 2 WOODLAWN BLOCK 2 (VOL 4, PG. 5, MRNCT) HEADER CURB REMAINDER OFLOT 5 WOODLAWN BLOCK2 (VOL 4, PG 5, IRNCI) SET SorI R HIM CITY Of CORMS crown raw 2R 0 N Cf] 0' SET 5AP F R. WITH CITY OF CORFrUS CHRISTI CAP CURB i RUTTER WESTSIDE PARK (ALSO KNOWN AS WOODLAWN PARK) OWNER CITY OF CORPUS CHRISTI 0 TCEQ OAK PARK AIR MONITORING SIM MAP TO ACCOMPANY FIELDNOTES FOR A 4,924.77 SQUARE FOOT (0.113 ACM) num Or LAND OUT OF THAT REMAINING PORION OF 1A1' 6, 1r00DIAWN BLOCK 2. k MAP Or WHICH IS RECORDED IN VOLUME 4. PAGE 6, MAP RECORDS Or NUEMS COUNTY. TEXAS AND ALSO BEING A PART Or L suer OF LAND ACQUIRED BY THE CRY OF CORPUS CHRISMI. TEXAS FOR PARK PURPOSES PER DEED RECORDED IN VOLUME 5110. PAGE 140, DUO RECORDS Or NIECES COUNTY, TEXAS WEST 74' X 136 OUT OF LOT WOODLAWN BLOCK 2 (VOL 4, PG. 5, MRNCT) OWNER: PHILIP EIAANUEL DOC. NO. 2007023231. ORNCT REMAINDER OF LOT 5 WOODLAWN BLOCK 2 (VOL 4, PG. 5. MRNCT) BEARINGS SHORN ARE BIASED ON OPS BEARINGS. TOOLS SLOE RAW COORDINATE SYSTEM. t, Z 3 (Iaae). TEXAS SOUllt 30 60 90 CITY of CORPUS CHRIBTI. TEXAS Capital Programs Survey Division J61-826-3551 DP 9/23/2014 Checked 9y ROAN I PECET 1 OF I Drawn 8y .TRS Project E120f3-1417001AIIN R4 7CEQ Srlr--Mr4 1r -1t +w1 +r1PRa.ArrA,W-0.2013-FFVOOLMN P -1 srE-2111ut .w-E7lar3-Mo0014NW PARK-ITZ0 SI E-20144,9 E12013 — Williams Park TCEQ Site STATE OF TEXAS COUNTY OF NUECES BEING a tract of iaad containing 1,661.48 square feet (0.038 acres) of sand out of a 14.0 acre tract described in deed from The Bay View Cemetery Association to the City arCorpus Christi, dated October 28, 1925 and recorded in Volume 156, Page 193, Deed Records of Nueces County, Texas; said 14.0 acre tract also known as Bayview Park and Dr. H.J. Williams Park; This 1,661.48 square foot tract being more fully described by metes and bounds as follows: Commencing at a 5/8 inch iron rod found at the intersection of the southeast boundary of Peabody Street, a 60 foot wide public roadway with the southwest boundary of Dempsey Street, a 50 foot wide public roadway for the north corner of Lot 12, Block 35, Hillcrest, a map of which is recorded in Volume 3, Page 29, Map Records of Nueces County, Texas; Thence, with the northeast boundary of said Lot 12, same being the southwest boundary of said Dempsey Street, South 59°39'46" East, at 130.00 feet pass the east comer (no monumentation found or set) of said Lot 12, and continuing with the easterly extension of said southwest boundary of Dempsey Street, in all total distance of 203.82 feet; Thence, North 29°43'28" East, a distance of 64.10 feet to a 5/8 inch iron rod with City of Corpus Christi cap set for the Point or Beginning of this description and for the west comer of this Tract; Thence, with the northwest boundary of this tract, North 29°43'28" East, a distance of 42.49 feet to a 5/8 inch iron rod with City of Corpus Christi cap set for the north corner of this tract; Thence, with the northeast boundary of this tract, South 58°13'16" East, a distance of 39.66 feet to a 5/8 inch iron rod with City of Corpus Christi cap set for the east comer of this tract; Thence, with the southeast boundary of this tract, South 30° 11'33" West, a distance of 41.70 feet to a drill hole set on a concrete curb for the south corner of this tract; Thence, with the southwest boundary of this tract, North 59°21'47" West, a distance of39.30 feet to the Point of Beginning and containing 1,661.48 square feet (0.038 acres) of land. Bearings based on GPS bearings, Texas State Pane Coordinate System NAD83 (1986), Texas South Zone. STATE OF TEXAS COUNTY OF NUECES 1, Russell D. Ochs, a Registered Professional Land Surveyor, hereby certify that the foregoing field notes were prepared by me from a land survey made on the ground under my supervision. This the 24th day of September, 2014 Russell D. Ochs, R.P.L.S. State of Texas License No. 5241 K Itngineenng1SusveyU'nOEECf5VN•E12013•WILLIAMSPARK-BAYVIEW-TCEQSITE-2OIAUN-E12013-WILLIAMSPARK-BAYVIEW-TCEQ SITE -2014 -FN doci Pagc1of1 3 C.0 r 3 1 S 3 ti A • O44,4°S FY STAFF 1 0 /" h CONE WALK 434?. 4s 4 -n - .I co- .„.t, o•occ? DR. H.J. WILLIAMS PARK Odee--•(BAYVIEW PARK) 0 40 14/ 1��a INLINK CH A FENCE • INLET 44, ASPHALT PARKING AREA CONC. 2� Qac NLET ASPHALT PARKING AREA CONC. NOTE: SEE SHEET 2 OF 2 FOR DIMENSIONS /3p.....sj_ CONC. PAD WITH PICNIC TABLE CURB & GUTTER TCEQ WILLIAMS PARK AIR MONITORING SIT,J MAP TO ACCOMPANY F1ELDNOTEB PDR A 1,081.48 SQUARE ran (0.038 ACRE) TRACT OF LAND OUT OF A 14.0 ACRE TRACT DESCRIDID IN DEED FROM THE SAY VIEW CEMETERY ABSOCIAT1ON TO THE CTTY or CORPUS cmusTI. DATED OCTOBER 28, 1426 AND RECORDED Of VOLUMZ 168, PAGE 103, DEED RECORDS or NURCL9 COUNTY, TWA SAID 14.0 ACRE TRACT ALSO KNOWN AS HAYYIEW PARK AND D. H.J. 11111.241121 PARK. M=I= ME WARMS SNOW ARE BASED ON CPS BEARINGS, TEXAS STATE PLANE COORDINATE SYSTEM, NOM (1988), TEXAS SOUTH ?LAVE 80 i'r`•ri eeZIZI CITY of CORPUS CHRISTI, TEXAS Capital Programs Survey Division 361-826-3531 Dol. 9/24/20UU Dawn Bs .US Chocked By: RO I ON I SI#T l OF 2 Pt•mt J CUmis-IAws 41inzo 101,41}14 x1 MlSiow1 {+a-r►1fu-OLLAIN wrr-rnEr-J ell-[iH1»G$Y6 M - 1KW-Rin 27T-10144.1 3 3 1 SET 5/8" I.R. WITH S"-MY TY OF CORPUS CHRISTI CAP (5), t3 SET 5/8" I.R. WITH 71ITE OF CORPUS HRIS1I CAP "POINT OF BEGINNING SET 5/8" I.R. WITH CITY OF CORPUS CHRISTI CAP ASA NG .q J,9 SET DRILL HOLE TCEQ WILLIAMS PARK AIR MONITORING gas MAP TO ACCOMPANY FIELDNOTES FOR A 1.6111.46 sow= roar 0.036 ACRE) TRACT OF LAND OUT OP A 14.0 ACRE TRACT DESCRIBED RU DEED FROM hE BAY VIEII CEHCTERY ASSOCIATION TO THE CTTY OF CORPUS CHRISTI. DATED OCTOBER N. 10E6 AHD RECORDED IN VOLUME IRS, PAGE 1Q3, DEED RECORDS OF NIECES COUNTY, TEXAS; SAID 14.0 ACRE TRACT ALSO KNOWN AS BAYYIR PARK AND DR. Rel. TTIIl.IA II PARK. c9 oN SOWINGS SHOWN ARE BASED ON CPS BEARINGS, TEXAS STATE PLANE COORDINATE SYSTEM, N4063 (1988), TEXAS SOUTH ZONE 0 10 cv 1zr N t, cJ Q 20 30 MIME CITY of CORPUS CHRISTI, TEXAS Capitol Pragroms Survey Division 351-826-3551 Data: 2/2-1/2O 14 O1vrn By: XS Checked er IRO 1 ON 1 sum 2 OF 1444.4! x C7 13-wiwrt FA44/111410C4r Tao e<+r-eh. 41i43rt+•1.f111dreV sW-n10r7-ruwe 14444-an►eh4-racv 74tr-89141, .4441104a -+141M - IY1 P4 v mr.roPLM AGENDA MEMORANDUM Future Item for the City Council Meeting of January 27, 2015 Action Item for the City Council Meeting of February 10, 2015 DATE: TO: January 16, 2015 Ronald L. Olson, City Manager FROM: Wes Pierson, Assistant City Manager (361) 826-3082 wesp@cctexas.com Extending the time for completion of the waterpark for Upper Padre Partners, L.P., and North Padre Waterpark Holdings, LTD CAPTION: Resolution regarding the City of Corpus Christi's Chapter 380 Economic Development Agreement with Upper Padre Partners, L.P., and North Padre Waterpark Holdings, LTD. (collectively, "Developer"), extending the time for completion of the waterpark on Padre Island in order for Developer's qualification for certain incentives under the agreement PURPOSE: The resolution will extend the deadline for completion of the Waterpark from February 24, 2015 until September 30, 2015 as described in Article 4.1 (B) of the Chapter 380 agreement between the City of Corpus Christi and the developer, Upper Padre Partners,L.P. BACKGROUND AND FINDINGS: Upper Padre Partners negotiated with the City for incentives to develop a waterpark and other features on Padre Island. On May 22, 2012 the City Council approved the Chapter 380 agreement which provided for sharing of various taxes including sales, hotel and occupancy, and property taxes. The agreement required that the construction for the waterpark feature commence within 9 months of the effective date of the agreement which was May 22, 2012. The Developer began construction on February 15, 2013. They have been under construction since that time. The Developer is required to have completed the waterpark within 24 months from the commencement of construction. The waterpark must be complete by February 22, 2015. There is a clause in 4.1 (B) that allows the City Manager or designee to approve an extension of that date subject to City Council approval. The waterpark was envisioned to be completed in phases. With Phase one being a waterpark equal to the Schlitterbahn located on South Padre Island next to Brownsville, Texas. The waterpark has grown in scope and now is being constructed to include both phase one and phase two. This has extended the construction timeline and Upper Padre Partners will not be able to complete construction in time to remain in compliance with the agreement. The Developer's have asked for an extension. The City has not paid incentives under the Chapter 380 agreement and is under no obligation to pay until the terms of the agreement are met. This extension is also based on the Developer's payment of the construction debts for which liens have been filed. Attached to this agenda is a letter from the bank that is financing this project which states their commitment to seeing this project through to completion and to resolving any outstanding liens or legal issues. ALTERNATIVES: The Council may consider denying the requested extension. Such a denialwould have a detrimental effect on the overall development. The extension does not require any payments from the City. This is still a performance based agreement where the Developer must complete construction and open the various parts of the project and pay the taxes before any incentives are refunded. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: This project is consistent with the City's stated goals of promoting economic development and incentivizing business to expand and thrive in Corpus Christi. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital x Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE RECOMMENDATION: The staff recommends that the City Council extend the deadline for completion of the waterpark. This will ensure that the project continues. LIST OF SUPPORTING DOCUMENTS: Resolution Letter from IBC Bank Chapter 380 Agreement RESOLUTION REGARDING THE CITY OF CORPUS CHRISTI'S CHAPTER 380 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT WITH UPPER PADRE PARTNERS, L.P., AND NORTH PADRE WATERPARK HOLDINGS, LTD. (COLLECTIVELY, "DEVELOPER"), EXTENDING THE TIME FOR COMPLETION OF THE WATERPARK ON PADRE ISLAND IN ORDER FOR DEVELOPER'S QUALIFICATION FOR CERTAIN INCENTIVES UNDER THE AGREEMENT WHEREAS, on May 24, 2012, the City of Corpus Christi ("City") entered into a Chapter 380 Economic Development Incentive Agreement ("Agreement") with Upper Padre Partners, L.P., and North Padre Waterpark Holdings, Ltd. (collectively, "Developer"), for the construction and completion a waterpark on Padre Island, as defined by the Agreement, in order to benefit the economic health of the City and the quality of life of local and visiting persons; WHEREAS, under Section 4.1(B) of the Agreement, the Developer had to complete the waterpark within 24 months of commencing construction of the waterpark in order to qualify for the Chapter 380 payments contained within the Agreement, a deadline which will take place in February 2015; WHEREAS, Section 4.1 (B) of the Agreement also requires a Resolution by the City Council in order to extend the completion deadline for the waterpark by partial exception of this same provision for completion; and WHEREAS, the City Council finds that it is in the best interest of the City to extend the completion deadline due to the increased scope of the waterpark and related development on Padre Island, which will bring additional tourism and related economic and quality of life enhancements to the City; and WHEREAS, the City Council is concerned that mechanic's liens have been placed against the waterpark property that have come to the City Manager's attention and been made know to the public; THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI THAT: The completion deadline for the waterpark on Padre Island of February, 2015, contained within the Chapter 380 Economic Development Incentive Agreement with Developer dated May 24, 2012, is extended until September 30, 2015, to coincide with the last day of the City's 2014- 2015 fiscal year and give Developer sufficient time to complete Phase 1 of the waterpark. The City Council expects that Developer will promptly satisfy any mechanic's liens and other outstanding debts regarding the waterpark property. Date: February 10, 2015 Attest: Rebecca Huerta, City Secretary NELDA MARTINEZ, MAYOR CITY OF CORPUS CHRISTI Corpus Christi, Texas of The above resolution was passed by the following vote: Nelda Martinez Rudy Garza Chad Magill Colleen McIntyre Lillian Rioj as Lucy Rubio Brian Rosas Mark Scott Carolyn Vaughn IBC International Bank of Commerce International Bank of Commerce 130 East Travis, PO Box 47526 San Antonio, TX 78205 15th of January, 2015 Ronald L. Olson City Manager The City of Corpus Christi 1201 Leopard Street Corpus Christi, TX 78401 Mr. Olson, This letter is to provide you an update on our involvement in the Schlitterbahn Upper Padre Water Resort being constructed in Corpus Christi, Texas by Henry and Sons Construction (general contractor), and owned by Upper Padre Partners, LP. Yesterday afternoon our Board of Directors approved two separate credit facilities, which in conjunction with a separate credit facility provided by Axys Capital, will be used to complete the project. IBC and Axys loan documents are currently being circulated for comment between the various parties, and we are hopeful for a closing within the next thirty days. The title company along with our borrower's council is currently gathering releases and dismissals on the various mechanics liens and lawsuits that have been filed. As an institution, IBC is still very excited to be a participant in the project, and it is important to note that construction has never stopped on the site. We believe that the scope changes will only enhance the positive economic impact the project will have on the local community. Please contact me with any questions. Respectfully, 'plegate nt Vice President mercial Lending Department michaelapplegate@ibc.com PH: 210-518-2575 CHAPTER 380 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI, TEXAS AND UPPER PADRE PARTNERS, LP AND NORTH PADRE WATERPARK HOLDINGS, LTD Page 1 of 26 Schlitterbalm 380; CPY 5-18-12 CHAPTER 38Q ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT This Chapter 380 Economic Development Incentive Agreement ("Agreement") is entered into as of f1A$—t/ :34. , 2012 by and among the CITY OF CORPUS CHRISTI, TEXAS, a home rule city ("City"), UPPER PADRE PARTNERS, L.R, a Texas limited partnership ("Upper Padre Partners"), and NORTH PADRE WATERPARK HOLDINGS, LTD, a Texas limited partnership ("Operator") and together with Upper Padre Partners, the ("Developer"). RECITALS WHEREAS, the Developer desires to develop SCHLI TTERI3AHN BEACH COUNTRY as mere particularly described in the conceptual plan for the project attached hereto as Exhibit "A" (the "Project" as more particularly defined below), in Corpus Christi, Texas; and WHEREAS, the City has established a program in accordance with Article III, Section 52-a of the Texas Constitution and Chapter 380 of the Texas Local Government Code ("Chapter 380") under which the City has the authority to make loans or grants of public funds for the purposes of promoting local economic development and stimulating business and commercial activity within the City; and WHEREAS, the Corpus Christi City Council has adopted Resolution No. OQ,,q Lt , authorizing City to make certain economic development grants up to approximately $112,116,878 to Developer in recognition of, conditioned upon and derived from the positive economic benefits that will accrue to City through Developer's development of a waterpark resort project together with certain public improvements for the benefit of City, at an approximate Capital Investment by Developer of $552,000,000, all as more particularly described herein on EXHIBIT "A;" and WHEREAS, the Corpus Christi Business and Job Development Corporation ("Type A Corporation") has entered into a separate Business Incentive Agreement with Operator, attached hereto as EXHIBIT "B," in which the Type A Corporation agrees to reimburse Operator for the costs of certain infrastructure improvements related to the Park District only, as authorized by Chapter 501 of the Local Government Code and approved by the Type A Corporation, in an amount not to exceed Five Million Dollars ($5,000,000); and WHEREAS, the payments to Developer under this Agreement are exclusively performance --based so that no payments will he made to Developer until and unless the Districts or features within the Districts, as described below, are constructed and operated, resulting in tax revenues Einem each completed District or feature which then will provide income to the City and the payments to Developer, described herein. WHEREAS, Developer estimates the total Capital Investment in the Project (as defined herein) will be approximately Five Hundred Ditty Two Million Dollars ($552,000,000), which includes the following: 1) approximately Seventy Million Eight Hundred Seventy -Two Thousand Dollars ($70,872,000) in Capital Investment for the "Park District," as defined herein, of the Project, within which a) "Park District A," as defined herein, shall not include a golf course and b) "Park District B," as defined herein, shall include a golf course; and Schlittcrbalr TSO; CPY 5-18-12 Page 2 of 26 2) approximately One Hundred Eighteen Million Dollars ($118,000,000) in Capital Investment for the "IslandWalk District," as defined herein, of the Project; and 3) approximately One Hundred Eighty -Seven Million Three Hundred Forty -Three Thousand Dollars ($187,343,000) in Capital Investment for the "Resort District," within which a) approximately Ninety -Six Million Five Hundred Eighty -Nine Thousand Dollars ($96,589,000) will be invested in "Resort Rentals," as defined herein, and b) approximately Ninety Million Seven Hundred Fifty -Four Thousand Dollars ($90,754,000) will be invested in "Resort Residential," as defined herein, of the Project; and 4) approximately One Hundred Seventy Five Million Dollars ($175,000,000) in Capital Investment for the "Marina District," as defined herein, of the Project, all as more particularly described herein and in the field notes and metes and bounds attached hereto as EXHIBIT "C," provided however that except for the Park District, which will be developed strictly as defined herein, the features within the IslandWalk District, the Resort District and the Marina District may be built in a different District than as defined herein, within the Project boundaries; and WHEREAS, the City has concluded and hereby finds that this Agreement promotes economic development in the City of Corpus Christi and, as such, meets the requirements under Chapter 380 and the City's established economic development program, and, further, is in the best interests of the City, Operator and Developer; and WHEREAS, the City recognizes the positive econornic impact that the Project will bring to the City through development and diversification of the economy, reduction of unemployment and underemployment through the production of new jobs, the attraction of new businesses, and the additional tax revenue generated by the Project for the City; and WHEREAS, inconsideration of the development, construction and building of the Park District, the IslandWalk, the Resort District and the Marina District, which will assist in stabilizing the existing Sales Tax Revenues, Property Tax Revenues and Hotel Occupancy Tax Revenues (as defined herein) to the City and create approximately 40 full time and 300 part time jobs loeated at the Project, the City agrees to use such funds in order to provide the Reirnbursement Amount (as defined herein) to the Developer directly in the amount described in Article V of this Agreement; and WHEREAS, to ensure that the benefits the City provides under this Agreement are utilized in a manner consistent with Article III, Section 52-a of the Texas Constitution, Chapter 380 and other law, the Developer has agreed to comply with certain conditions to the payment of those benefits; NOW, THEREFORE, in consideration of the mutual benefits described in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City, Developer and Operator agree as follows: ARTICLE I REPRESENTATIONS 1.1 Representations of the City. The City hereby represents to the Developer that as of the date hereof (A) The City is a duly created and existing municipal corporation and home rule municipality of the State of Texas under the laws of the State of Texas and is duly qualified and authorized to carry on the governmental functions and operations as contemplated by this Agreement. Page 3 of 26 Sch]itterbahn 380; CPY 5-18-12 (B) The City has the power, authority and legal right under the laws of the State of Texas and the City Chanter to enter into and perforin this Agreement and the execution, delivery and performance hereof (i) will not, to the best of its knowledge, violate any applicable judgment, order, law or regulation, and (ii) do not constitute a default under, or result in the creation of any lien, charge, encumbrance or security interest upon any assets of the City under any agreement or instrument to which the City is a party or by which the City of its assets may be bound or affected. (C) This Agreement has been duly authorized, executed and delivered by the City and, constitutes a legal, valid and binding obligation of the City, enforceable in accordance with its terms except to the extent that (i) the enforceability of such instruments may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws of general application in effect from time to time relating to of affecting the enforcement of creditor& rights and (ii) certain equitable remedies including specific performance may be unavailable. (D) The execution, delivery and performance of this Agreement by the City do not require the consent or approval of any person which bas not been obtained. 1.2 Representations of the Developer. The Developer hereby represents to the City that as of the date hereof; (A) The Developer is duly authorized and existing and in good standing as limited partnerships under the laws of the State of Texas, and shall remain in good standing; in the State of Texas during the Term of this Agreement. (B) The Developer has the power, authority and legal right to enter into and perform its obligations set forth in this Agreement, and the execution, delivery and performance hereof, (i) have been duly authorized, and will not, to the best of its knowledge, violate any judgment, order, law or regulation applicable to the Developer or of the provisions of Developer's partnership agreement or instrument to which Developer is a party or by which it may be bound, and (ii) do not constitute a default under or result in the creation of, any lien, charge, encumbrance or security interest upon any assets of the Developer under any agreement or instrument to which the Developer is a party or by which the Developer or its assets may be bound or affected. (C) (1) The Developer agrees to evidence, no later than the date it Commences Construction of the Waterpark feature of the Park Distriet, which evidence is subject to the administrative approval of the City or its designee(s), whose approval shall not unreasonably be withheld, sufficient available funds to perforin its obligations under Section 4.1 (13) herein to Complete the Waterpark feature of the Park District, at the time it needs to have the funds in order to do so. (2) The Developer agrees not to Commence Construction on a major component of any District (other than the Waterpark feature of the Park District) without evidence, which evidence is subject to the administrative approval of the City or its designee(s), whose approval shall not unreasonably be withheld, of sufficient available funds to Complete each said major component, at the time it needs to have the fitnds in order to do so. (D) This Agreement has been duly authorized, executed and delivered and constitutes a legal, valid and binding obligation of the Developer, enforceable in accordance with its terms except to the extent that (i) the enforceability of such instruments may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws of general application in effect from time to time relating to Schlitterbein 380; CPY 5-18-12 Page 4 of 26 or affeeting the enforcement of creditors' rights and (ii) certain equitable remedies including specific performance may be unavailable. ARTICLE II DEFINITIQNS The recitals to this Agreement are hereby incorporated for all purposes, The terms, "Agreement," "Chapter 380," "City," "Developer," "Operator," "Project," and "Schlitterbahn Beach Country" shall have the above meanings, and the following words or phrases shall have the following meanings: 2.1 "Act of Default" or "Default" means failure to timely, fully, and completely comply with one or more requirements, obligations, performance criteria, duties, terms, conditions or warranties, as stated in this Agreement. 2.2 "Annual Approved Spending Plan" means a detailed plan stating Developer's proposed use of Hotel Occupancy Tax revenues to be spent on the Project, accompanied by an opinion by the Texas Attorney General or other legal opinion, the source of which is agreed upon by Developer and City, confirming that said Spending Plan complies with the terns of Section 351 of the Texas Tax Code, as it may be amended from time to time, applicable to the Hotel Occupancy Tax Revenues. 2.3 "Assessed Taxable Value" means the taxable assessed ad valorem tax values set annually by the Nueees County Appraisal District with respect to the Property, improvements, and tangible personal property (with a depreciation schedule of seven (7) years or greater) included in each District of the Project, including all improvements now or hereafter included therein, but excluding any assessed value attributable to the Property as of January 1, 2012 and excluding any assessed value attributable to inventory. 2,4 "Certificate of Occupancy" shall mean that document entitled "Certificate of Occupancy" (or other similar title) issued by City upon substantial completion of certain portions of the Project in accordance with all applicable codes, regulations, and ordinances of City. A Certificate of Occupancy shall not include a certificate issued in error, mistake or misrepresentation of facts, but shall include any temporary certificate of occupancy or other document authorizing temporary or conditional occupancy. 2.5 "Chapter 380 Payment(s)" means the amounts) payable by City to Developer under Article V of this Agreement, to be paid from Sales Tax Revenue, Property Tax Revenue, Hotel Occupancy Tax Revenue and Construction Sales Tax Revenue from local construction suppliers only, 2,6 "Commence Construction" means (i) to commence the work of constructing the improvements or features with all approvals thereof required by applicable governmental authorities obtained as necessary; (ii) a notice to proceed has been issued to the contractor; (iii) onsite construction of the site development components (such as drainage, extensive grading or utilities) is underway and being pursued; and (iv) sufficient available funds are evidenced as required in Section 1.2 (C) herein. 2.7 "Completion" means, to any other major component or feature of the Project, to any improvement or feature as to which Commence Construction has occurred, (i) substantial completion of said particular structure inaccordance with the terns of this Agreement and the plans and specifications therefor, (ii) issuance of Certificates of Occupancy for the improvements or features for which Certificates of Occupancy may be issued, and (iii) the improvement or feature is Open for Business. 2.8 "Compliance" means timely, fully and completely performing or meeting each and every term, requirement, obligation, performance criteria, duty, condition or warranty as stated in this Agreement. Schlifterbahn 380; CPY 5-18-12 Page 5 of 26 2.9 "Construction Sales and Use Tax Revenues" means the locally paid portion of sales and/or use tax revenues paid to the City by the Texas State Comptroller as the result of purchases of taxable items in connection with the construction of an improvement or feature of a District of the Project during the term of the Agreement, with a goal to use suppliers and providers local to Corpus Christi. 2.10 "Continuously Operate" means (i) seasonal operation of the Waterpark in accordance with the standards of operation of comparable facilities, without interruption for any reason other than Down Times and (ii) possession of all personal property and inventory necessary for the operation of the Waterpark in accordance with the standard of operation of comparable facilities. 2.11 "Development Fees" means any and all fees imposed by City upon Developer (including but not limited to Developer's affiliates, assigns, successors, related parties, contractors and subcontractors) in any way related to Developer's platting, zoning, permitting, designing, building, constructing or developing the Project. Development Fees shall include but not be limited to permitting/approval fees, inspection fees and supervision fees. 2.12 "Distriet(s)" means, collectively or individually, as used in context herein, the Park District, the IslandWalk District, the Resort District and the Marina District. 2.13 "Down Times" means temporary cessation of operation of all or substantially all of a facility for, and only for, limited periods of time for the limited purpose of, and only for the limited purpose of, one or more of the following circumstances for the applicable period specified below: (a) during the period following any fire or other casualty or condemnation or other exercise by a governmental authority of the power of eminent domain, to the extent, and only to the extent, necessary to adjust the claim and take other actions related to the repair and restoration of the facility; (b) as a result of such commercially reasonable interruptions for repairs, remodeling or installation of new equipment as are incidental to the normal operation of the facility after notice to the City with regard thereto; (c) during any period required by applicable law, to the extent, and only to the extent, that the necessity of compliance is not the result of Developer's failure to timely fulfill its obligations under this Agreement; (d) in keeping with the standard hours and days of operation of comparable facilities taking into account the seasonal nature of the Project and the fact that operation of portions of the Project are subject to weather conditions; or (e) during any period of Force Majeure or during any period Developer, Operator or any other operator of any element of the Project reasonably deems it is socially irresponsible to operate all or part of the facilities due to circumstances which are not Force Majeure but under which a socially responsible operator would temporarily curtail or cease operations, such as if a pervasive flu or other comtnunicable illness were present or threatened; provided, however, that during the Down Times described in clauses (a) through (e) above, Developer and Operator shall (i) use their commercially reasonable efforts to minimize the disruption of such Down Time and (ii) use their commercially reasonable efforts to minimize the disruption to the areas of the facility which remain open to the public, if any, and the services, aesthetic appearances and public and guest access to and in such portions of the facility. 2.14 "Effective Date" means the first date by which this Agreement has been signed by all of the parties hereto. Seblitterbahn 380; CPY 5-18-12 Page 6 of 26 2.15 "Federal Bankruptcy Code" means Title 11, United States Code, as amended, and any successor statute. 2.16 "Fiscal Year" shall mean the twelve consecutive month period designated by the City as its fiscal year. As of the date of this Agreement, the City's fiscal year commences on August 1 and ends on the next succeeding July 31. 2.17 "Force Majeure" means any act that (a) materially and adversely affects the affected Party's ability to perforin the relevant obligations under this Agreement or delays such affected Party's ability to do so, (b) is beyond the reasonable control of the affected Party, (c) is not due to the affected Party's negligence or willful misconduct and (d) could not be avoided by the Party who suffers it by the exercise of commercially reasonable efforts (provided that such commercially reasonable efforts shall not require such Party to expend a material amount of money to avoid the act giving rise to a Force Majeure). Subject to the satisfaction of the conditions set forth in (a) through (d) above, Force Majeure shall include but not be limited to: (i) natural phenomena, such as storms, floods, lightning and earthquakes; (ii) wars, civil disturbanees, revolts, insurrections, terrorism, sabotage and threats of sabotage or terrorism; (iii) transportation disruption, whether by ocean, rail, land or air; (iv) strikes or other labor disputes that are not due to the breach of any labor agreement by the affected Party; (v) fires; (vi) the unavailability of necessary and essential equipment and supplies; (vii) a breach by the City of this Agreement or any other actions, omissions of or delays by a Governmental Authority (including the actions of City in its capacity as a Governmental Authority) that were not voluntarily induced or promoted by the affected Patty, or brought about by the breach or noncompliance by the affected Party of its obligations under this Agreement of any applicable law; and (viii) failure of the other Party to perform any of its obligations under this Agreement within the time or by the date required pursuant to the terms of this Agreement for the performance thereof; provided, however, that under no cireumstances shall Force Majeure include any of the following events: (A) economic hardship; (B) changes in market condition; or (C) weather conditions which could be anticipated by experienced contractors operating at the relevant location and exercising commercially reasonable business judgment. 2.18 "Hotel" means one or two hotels rated by Smith Travel Research in a category at or above "Midscale," provided, however, that if Smith Travel Research shall no longer publish United States hotel ratings, a rating publication mutually agreeable to City and Developer shall be substituted. 2.19 "Hotel Occupancy Tax Revenues" means the seven percent (7%) Hotel Occupancy Tax revenues derived from the operation by Developer, other person or entity of a completed feature of a District of the Project for the Tenn of the Agreement received by City from the imposition by City of a municipal sales and use tax on the price paid for use or possession of rooms in a hotel or other transient lodging accommodations at a rate of seven percent (7%) pursuant to Chapter 351, Texas Tax Code, as it may be amended from time to time, or any successor statute but does not mean the additional two percent (2%) collected for certain other properties not related to the Project. 2.20 ")insolvent" means failure to timely pay debts in the ordinary course of business or failure to pay all debts when and as they become due, or insolvent within the meaning of the Federal Bankruptcy Code. 2.21 "IslandWalk District" means an approximately 94.628 acre recreational mixed-use area that may include additional theme -style designed lodging similar to Treehaus lodging, related indoor and outdoor Resort Retail, restaurant space and which may include one or more Hotels; 2.22 "Licensing Agreement" has the meaning assigned to such term in Article IV. Page 7 of 26 Schlitterbalrn 380; CPY 5-18-12 2.23 "Management Agreement" has the meaning assigned to such terra in Article W. 2,24 "Marina District" means an approximately 91.587 acre marina area and associated water and which may include one or more Hotels. 2.25 "Maximum City Commitment" shall mean the largest commitment due by the City to the Developer as determined in Article V, 2.26 "Open for Business" means open for full-time business operations with products and/or services that are necessary for Continuous Operation of the Waterpark, 2.27 "Park District" means (1) "Park District A:" the part of the Park District that does not include a golf course and from which tax revenues may be generated as stated herein that will be included in the computation of the Reimbursement Amount (as defined herein) to be paid to Developer as stated herein and on which said Reimbursement Amounts can be spent by Developer as stated herein; together with (2) "Park District B:" the part of the Park District that includes a golf course and from which tax revenues shall not be generated as stated herein for purposes of computation of the Reimbursement Amount to be paid to Developer as stated herein and on which said Reimbursement Amounts can be spent by Developer as stated herein. 2.28 "Property Tax Revenues" means the M&O portion only of the City ad valorem taxes attributable to a completed feature of a District of the Project for the Term of the Agreement and collected by the City in each Fiscal Year. 2.29 "Reimbursement Amount" shall mean the portion of the Property Tax Revenues, Sales Tax Revenues, Hotel Occupancy Tax Revenues and Construction Sales Tax Revenues (from local construction suppliers only) that the City agrees to pay to the Developer during the Term of the Agreement, but limited to the maximum City Commitment as stated herein, if the Developer satisfies the conditions thereto stated in this Agreement. The Reimbursement Amount shall not include any: 1) sales and use taxes received by the City for crime control and prevention or pursuant to Sections 4A or 4B of the Development Corporation Act; and ii) utilities revenues and other fees collected by the City from the Project. 2,30 "Reimbursement Account" shall mean the special account created by the City as described in Artiele V of this Agreement. 2.31 "Resort District" means the approximately 231.899 acre area of the Project that includes both "Resort Lodging" and residential units. 2.32 "Resort Lodging" means any lodging unit, rented for less than thirty (30) days at one time, that generates Hotel Occupancy Tax Revenues for the City. 2.33 "Resort Retail" means the sale of goods and services by retailers of varying types each of whose site square footage shall not exceed 20,000 square feet, an exception to which may be made subject to approval by the City Manager or designee. 2.34 "Resort Residential" means any residential unit that does not generate hotel Occupancy Tax Revenues for the City and from which Property Tax Revenues shall not be generated as stated herein for purposes of computation of the Reimbursement Amount to be paid to Developer as stated herein. - Schlitterbahn 380; CPY 5-18-12 Page 8 of 26 2.35 "Sales Tax Revenues" means all revenues attributable to a completed feature of a District of the Project for the Term of the Agreement and collected by City from the imposition by City of a municipal sales and use tax at a rate of one percent (1%) pursuant to Section 321.101(a) and Section 321.103, Texas Tax Code, as amended, or any successor statute; provided, however, that if City ever elects to impose a sales and use tax at a rate other than one percent, then, instead of being based on a sales and use tax at a rate of 1%, Sales Tax Revenues shall be computed on the actual sales and use tax rate unposed by the City. If the sales and use tax of the City are wholly or partially replaced by the City, then revenues from the replacement tax will be included with sales and use tax revenues received by the City to determine the Sales Tax Revenues received by the City for purposes of calculating Sales Tax Revenues under this Agreement. 2.36 "Schlitterbahn Watetpark" or "Waterpark" means an approximately 75,119 acre waterpark resort that will be built in phases over a period of several years, whose initial components will feature a minimum capaeity of three thousand (3,000) simultaneous visitors, with future phases increasing the capaeity based on demonstrated demand. The Waterpark will be based on the "Transportainment" model in place at each of the other Schlitterbahn Waterparks in which multiple entertainment elements and rides are integrated with each other, typically featuring tube chutes, momentum rivers, torrent rivers, slides, pools and aquaveyors (all based on proprietary technologies and patents). Other elements of the Waterpark include, but are not limited to, heated pools, children pools and play areas, and support areas such as food and beverage, dressing areas, shade structures, gift shops, admission areas and parking areas. The Waterpark also may include a hotel or theme -style designed lodging consistent with but not specifically limited to the Treehaus lodging located at Schlitterbahn New Braunfels or other theme -style designed lodging that may be developed by Developer. The mix of rides and attractions, and the integration of ride technology, of the Wateipark will be similar to other Schlitterbahn Waterparks. 2.37 "Term" means the period defined in Article 111 of this Agreement. 2.38 "Treehaus" means theme -style designed lodging consistent with but not specifically limited to the Treehaus lodging located at Schlitterbahn New Braunfels or other theme -style designed lodging that may be developed by Developer. 2.39 "TRZ" means the Reinvestment Zone Number Two, City of Corpus Christi, Texas adopted November 14, 2000 by City Ordinance No. 024270. 2.40 "Type A Business Incentive Agreement" means an agreement between Developer and Operator and the Corpus Christi Business and Job Development Corporation ("Type A Corporation") in which the Type A Corporation agrees to reimburse Operator for the costs of certain infrastructure improvements related to the Schlitterbahn Waterpark part of the Project only, authorized by Chapter 501 of the Local Government Code and approved by the Type A Corporation in an amount not to exceed Five Million Dollars ($5,000,000). ARTICLE II(i TERM The term of this Agreement (the "Term") will begin on the Effective Date and will terminate upon the first to occur of (a) Twenty Five (25) full calendar years after the Effective Date; (b) payment in full from City to Developer of the entire City Commitment contemplated herein; or (e) termination as provided for herein. Schlitterbahn 380; CPY 5-18-12 Page 9 of 26 ARTICLE IV DEVELOPER REQUIREMENTS 4.1 Development of Districts. If the Developer performs the following requirements, pertaining to a District, City agrees to pay the Chapter 380 Payments as stated in this Agreement with respect to said District: (A) If Developer achieves Completion of the Waterpark within the time frame described below, subject to extension for Force Majeure and delay due to meeting governmental environmental compliance requirements, Developer shall receive the Chapter 380 Payments as stated herein. Should Developer fail to achieve Completion of the Waterpark within this time frame Developer shall forfeit all Chapter 380 Payments and this Agreement shall terminate. (13) Developer must Commence Construction of the Waterpark feature of the Park District no later than nine (9) months after the Effective Date of this Agreement, subject to extension upon approval by the City Manager or designee, and must reach Completion of the Waterpark no later than Twenty Four (24) months after it Commences Construction, subject to extension upon approval by the City Manager or designee. Notwithstanding the foregoing, this Section 4.1 (B) is subject to whole or partial exception only if approved by Resolution of the Corpus Christi City Council. (C) The Developer shall pay, or cause third parties to pay, its engineering, planning, accounting, architectural, legal fees and expenses, survey, testing, laboratory costs, license fees, land clearing and grading costs, advertising and other bidding costs, amounts due under construction contracts, costs of labor and material, insurance premiums, interest, carry cost, financing fees and other costs and expenses incurred in connection with the construction of Developer improvements and features in a District. (D) If requested by the City, the Developer must reasonably assist the City in the preparation of any documentation necessary to enable the City to prepare and obtain approval of any of the documents or actions required of the City to perforin any of its obligations under this Agreement. The City shall not be responsible for any of such costs out of its current revenues or other sources, except in accordance with payment of Chapter 380 Payments to the Developer as provided in this Agreement. (E) Upon Completion of the Project and during the term of this Agreement, the Developer shall maintain the property, improvements and premises in a commercially reasonable manner, comparable to the maintenance of similar establishments, and minimize Down Times. (F) Developer may spend Chapter 380 Payments received as Reimbursement Amounts or in satisfaction of other City Commitment on improvements or other lawful uses only within the Project boundaries. 4,2 Operational Re�c uirernent. During the Term following Completion ofa Schlitterbahn Waterpark in the Park District, a Schlitterbahn Waterpark must be Continuously Operated in the Park District, subject to Force Majeure. If a Schlitterbahn Waterpark once in operation is not Continuously Operated during any calendar year, subject to Force Majeure, then upon written notice thereof being given to Developer by the City and the failure of Developer, within sixty (60) days after the city gives said notice, to commence Continuous Operation of the Schlitterbahn Waterpark, Developer shall not be entitled to any Chapter 380 Payments for the remainder of the Term unless Developer obtains a Variance under Section 13.15 herein. 4.3 Trade name and Related Matters. Prior to when Developer Commences Construction of the Park District, (and as a condition precedent to such being deemed to have occurred), Developer shall enter into Schlitterbahn 380; CPY 5-18-12 Page 10 of 26 a management agreement (the "Management Agreement") and a licensing agreement (the "Licensing Agreement") with the Operator. 4.4 Licensing. The Licensing Agreement will provide that (i) Developer and its successors will have a license to use the "Sehlitterbahn" name in connection with the Waterpark for the entire Term of this Agreement, subject to compliance with the terms and conditions of the Licensing Agreement and (ii) Developer and its successors will have the right for the entire Tenn of this Agreement to purchase rides that use the most current patented ride technology and trade secret technology developed by Operator or its affiliates (or such other entity which supplies the majority of the rides to Schlitterbahn waterparks even if such entity is not an affiliate of Operator) that is available from time to time to all other waterparks operating under the "Schlitterbahn" name (and once purchased, Developer and its successors retains the rights to use such equipment regardless of the existence of the Management Agreement or Licensing Agreement). If, prior to the expiration of the Term of this Agreement, (i) the Licensing Agreement is terminated or expires for any reason or (ii) Developer is no Ionger permitted to use the "Sehlitterbahn" name or technology in connection with the Waterpark, then upon written notice thereof being given to Developer by the City and the failure of Developer, within sixty (60) days after the city gives said notice, to re-establish its right to use the "Sehlitterbahn name" or technology in connection with the Waterpark, Developer shall not be entitled to any Chapter 380 Payments for the remainder of the Term unless Developer obtains a Variance under Section 13.15 herein. 4.5 Management. The Management Agreement will provide that (i) Developer and Operator will include the terms "Schlitterbahn" and "Corpus Christi" in the signage and promotional materials pertaining to the Waterpark so long as the Licensing Agreement is in full force and effect and (ii) the Operator will operate the Waterpark and will, among other things, provide the employees and the expertise and management required for such operation. If the Management Agreement is terminated or expires during the Term of this Agreement or if the Henry family ceases to control the operations and policies of the Operator during the Term of this Agreement, City shall have the right to approve the replacement operator or the replacement party who does so control the operations and policies of the Operator, as applicable, provided in all events City shall exercise its approval right in a reasonable manner. If City and Developer are not able to agree on a replacement operator or a replacement control party for Operator within sixty (60) days following the recommendation of Developer or Operator, as applicable, Developer may proceed to retain the replacement operator or Operator may transfer control. to the replacement control party, as applicable, but City may elect to suspend payment of any further Chapter 380 Payments for the Park District and any expansion of the Park District until such time as Developer demonstrates to City that (i) the attendance at the Waterpark for a twelve (12) month period, while operated by the replacement operator or by Operator with a replacement control party, is 80% of or greater than the average attendance at the Waterpark achieved by the Operator during the thirty-six (36) month period prior to said suspension and (ii) the Waterpark is operated and maintained to the same standards of operation, maintenance and aesthetics as the Schlitterbahn waterparks in South Padre Island, Texas and Kansas City, Kansas, including with respect to safety. The sum of any said suspended Chapter 380 Payments shall be paid to Developer upon demonstration that the replacement operator has met the requirements set out in (i) and (ii) herein. A replacement operator or replacement control party for Operator shall, at a minimum, have an executive tanagement team which controls the operations and policies of the replacement operator or be a replacement control party that includes persons who have significant experience operating waterparks, amusement parks or resorts with destination water or amusement -related amenities, in each case, which waterparks, amusement parks or resorts with destination water or amusement -related amenities have a capacity to service in excess of 3,000 simultaneous visitors. 4.6 Height Restriction. No Waterpark play feature in the Park District shall exceed a completed height of Sixty (60) feet unless the Corpus Christi City Council passes a Resolution approving an exception to this height restriction. if a Waterpark play feature built by Developer in the Park District exceeds this Sixty Page 11 of 26 Sehlitterbahn 380; CPY 5-18-12 (60) foot height restriction, and no exception to this restriction is approved by the Corpus Christi City Council as stated herein., then Developer will be in Default under this Agreement and Developer will have the opportunity to cure the Default as set out in Section 11.1 herein and City will be entitled to exercise its remedies as set out in Section 11.1 herein. Additionally, if a Waterpark play feature built by Developer in the Park District exceeds this Sixty (60) foot height restriction, and no exception to this restriction is approved by the Corpus Christi City Council as stated in this Section, Developer may seek a Variance under Section 13.15 herein. If a Waterpark play feature built by Developer in the Park District exceeds this Sixty (60) foot height restriction and no exception to this restriction is approved by the Corpus Christi City Council as stated in this Section, Developer fails or refuses to timely cure under Section 11.1 herein, and no extension to cure is approved by the Corpus Christi City Council under Section 11.1 herein, and no Variance is granted or approved by the Corpus Christi City Council under Section 1115 herein, then this Agreement shall terminate, all right by Developer to receive Chapter 380 Payments shall cease and Developer shall be required to refund the City any Chapter 380 Payments previously paid to it by the City prior to the date Developer received written notice by the City of such Default. 4.7 Required Buffer Zone. A buffer area no Iess than four hundred (400) feet wide shall be preserved and maintained for the Term of this Agreement between any vertical Waterpark play feature taller than the maximum height of a standard two story residence, as defined in the Corpus Christi Unified Development Code, and any platted single family residential lot existing of record on the Effective Date of this Agreement. 4.8 Utilization of Local Contractors and Suppliers. Developer agrees to exercise reasonable efforts in utilizing local contractors and suppliers in the construction of the Project, except where not reasonably possible to do so without added expense, substantial inconvenience, or sacrifice in operating efficiency in the normal course of business, with a goal of 50% of the total dollar amount of all construction contracts and supply agreements for elements that are not owner -provided or owner affiliate -provided being paid to local contractors and suppliers. For the purposes of this section, the term "local" as used to describe manufacturers, suppliers, contractors, and labor includes firms, businesses, and persons who reside in or maintain an office within a 50 -mile radius of Nueees County. This goal shall apply to the total amount of all construction contracts and supply agreements made by the Developer in connection with the construction of the Project for elements that are not owner -provided or owner affiliate -provided. The Parties acknowledge that some construction and supply agreements will be controlled by particular tenants of the Developer and not under the control of the Developer. The Developer agrees to encourage such third parties to adopt a comparable goal of 50% of their construction costs, but the City acknowledges that Developer has no legal authority in connection with such third -party contracting. The Developer agrees, during the construction of the Project and for four years after Completion, to maintain written records documenting the efforts of the Developer to comply with the Local Requirement, pursuant to Article X herein. 4,9 Utilization of Disadvantaged Business Enterprises: Small Business Initiatives. (A) Developer agrees to exercise reasonable efforts in utilizing contractors and suppliers that are determined to be disadvantaged business enterprises, including minority business enterprises women - owned business enterprises and historically -underutilized business enterprises, in the construction of elements of the Project that are not owner -provided or owner affiliate -provided. In order to qualify as a business enterprise under this provision, the firm must be certified by the City, the Regional Transportation Authority or another governmental entity in the jurisdiction of the home office of the business as complying with state or federal standards for qualification as such an enterprise. The Developer agrees to a goal of 30% of the total dollar amount of all construction contracts and supply agreements, for elements of the Project that are not owner -provided or owner affiliate -provided, being paid to disadvantaged business enterprises, with a priority made for disadvantaged business enterprises Sehlitterbahn 380; CPY 5-18-12 Page 12 of 26 which are local. The Developer agrees, during the construction of the Project and for four years after Completion, to maintain written records documenting the efforts of the Developer to comply with the DBE Requirement, pursuant to Article X herein. (B) For the purposes of this section, the term "local" as used to describe contractors and suppliers that are determined to be disadvantaged business enterprises, including minority business enterprises women -owned business enterprises and historically -underutilized business enterprises includes firms, businesses, and persons who reside in or maintain an office within a 50 -mile radius of Nueces County. This goal shall apply to the total amount of all construction contracts and supply agreements for elements that are not owner -provided or owner affiliate -provided made by the Developer in connection with the construction of the Project. The parties acknowledge that some construction and supply agreements will be controlled by particular tenants of the Developer and not under the control of the Developer, The Developer agrees to encourage sueh third parties to adopt a comparable goal of 30% of their construction costs, but the City acknowledges that Developer has no Iegal authority in connection with such third -party contracting. 4.10 Compliance with City Standards. Developer acknowledges that, unless specifically otherwise provided in this Agreement, development of the Project must comply with all applicable City codes and ordinances. For any development requirements not covered in this Section or in the remainder of the Agreement, the applicable City code and ordinance provisions shall control. 4.11 Resort Rentals Ownership. Resort Rental properties may be owned by Developer, another person or entity for rentals by customers of less than thirty (30) days at a time. Hotel Occupancy Tax Revenues and the M&O portion of Property Tax Revenues generated by Completed Resort Rental properties owned by Developer, another person or entity and rented as stated herein are eligible for the Chapter 380 Payments to Developer as stated herein. Hotel Occupancy Tax Revenues, but not any Property Tax Revenues, generated by Completed Resort Rental properties owned by persons other than Developer and rented as stated herein are eligible for the Chapter 380 Payments to Developer as stated herein. ARTICLE V PROJECT FINANCING ANI) FUNDING 5.1 Project Financing] Reimbursement Account / Reimbursement Amount. The City hereby covenants and agrees upon the Effective Date of this Agreement to create a special account (the "Reimbursement Account") for the benefit of the Developer for the purpose of paying the Reimbursement Amount, The City shall fund the Reimbursement Account through the `Perm of this Agreement from the following sources and in the following manner: i) with respect to the portion of the Reimbursement Amount calculated based on the M&O portion only of the Property Tax Revenues, the City shall annually fund the Reimbursement Account from the M&O portion only of the Property Tax Revenues collected from the Districts within the Project boundaries for the Tenn of this Agreement; ii) with respect to the portion of the Reimbursement Amount calculated based on the Sales Tax Revenues, the City shall timely fund the Reimbursement Account in an amount equal to the Sales Tax Revenues from the Sales Tax Revenues collected from the Districts within the Project boundaries for the Tenn of this Agreement; iii) with respect to the portion of the Reimbursement Amount calculated based on the Hotel Occupancy Tax Revenues, the City shall timely fund the Reimbursement Account in an amount equal to the Hotel Occupancy Tax Revenues from the Hotel Occupancy 'fax Revenues collected from the Districts within the Project boundaries for the Term of this Agreement; and iv) with respect to the portion of the Reimbursement Amount calculated based on the Construction Sales Tax Revenues, the City shall timely fund the Reimbursement Account in an amount equal to the Construction Sales Tax Revenues from the Construction Sales Tax Revenues collected from the Districts within the Project boundaries for the Term Schlitterbahn 380, CPY 5-18-12 Page 13 of 26 of this Agreement, The City shall establish a separate bank account for Reimbursement. This bank account shall always remain unencumbered by the City and segregated from all other funds of the City. 5.2 City Commitment. (A) Pursuant to its authority under Chapter 380, the City hereby agrees to pay the Reimbursement Amount to the Developer. It is intended by the parties that the Reimbursement Amount will be paid by the City solely out of the Reimbursement Account and used to make Chapter 380 Payments to the Developer as provided in this Agreement (the "City Commitment"). The City Commitment will commence upon Completion and will continue through and until the Reimbursement Amount has been paid. The City agrees that it will pay the Reimbursement Amount during the term of this Agreement, as an unconditional obligation of the City (but solely from the Reimbursement Account), if the Project is Commenced and Completed as required herein and generates the Reimbursement Amount. (B) The Parties agree that the maximum City Commitment per District shall be as stated in Section 5.3 herein, and snob obligation on behalf of the City will be limited solely to the funds deposited into the Reimbursement Account pursuant to this Agreement. Upon such time as the City has paid the maximum City Commitment per District in full, the City shall have 110 further obligation under this Agreement for that District. (C) Sales Tax Revenues. During the Term of this Agreement, the City shall determine semi- annually the amount of the Sales Tax Revenues attributable to features of each District within the Project boundaries completed during the Term of this Agreement from information provided by the State Comptroller and in cooperation with the Developer and the State Comptroller. The City and Developer agree to cooperate in any way necessary to receive information from the Comptroller necessary to determine said Sales Tax Revenue, including the filing or submittal of any forms or letters necessary to determine the incidence of local sales and use taxes. The City hereby agrees to deposit timely from available funds in the City's General Fund the Sales 'fax Revenues portion of the City Commitment for each District in the percentages stated in Section 53 herein into the Reimbursement Account, and hereby pledges such fund to the payment of the City Commitment as provided herein. The City designates this Agreement as a Revenue Sharing Agreement, thereby entitling the City to request sales tax information from the Comptroller, pursuant to section 321.3022, Texas Tax Code, as amended. Unless determined otherwise by the Texas Attorney General in writing, any information received relating to the City Sales Tax Revenue shall be considered confidential proprietary financial information not subject to immediate release to the public. The City shall seek a written opinion from the Texas Attorney General, raising any applicable exception to release, prior to any release to a third -party under the Texas Public Information. Act. (D) Property Tax Revenues. During the Term of this Agreement, the City shall determine annually the amount of the Property Tax Revenues received by the City and attributable to completed features of each District within the Project boundaries in cooperation with the Developer. The City hereby agrees to deposit into the Reimbursement Account annually from available funds in the City's General Fund an amount equal to the M&O portion only of said Property Tax Revenues for each District in the percentages stated in Section 5.3 herein, and hereby pledges such fund to the payment of the City Commitment as provided herein. The City shall maintain complete books and records showing deposits to and disbursements from the Reimbursement Account, which books and records shall be deemed complete if kept in accordance with generally accepted accounting principles as applied to Texas inunicipalities. Such books and records shall be available for exatnination by the duly authorized officers or agents of the Developer during normal business hours upon request made not less than five (5) business days prior to scl►litterbalm 380; CPY 5-1812 Page 14 of 26 the date of such examination. The City shall maintain such books and records throughout the term of this Agreement and store the same for four years thereafter. (E) Hotel Occupancy Tax Revenues. During the Term of this Agreement, the City shall determine semi-annually the amount of the Hotel Occupancy Tax Revenues attributable to completed features of each District within the Project boundaries in cooperation with the Developer. The City hereby agrees to deposit timely from available funds in the City's Hotel Occupaney Tax Fund an amount equal to said Hotel Occupancy Tax Revenues portion of the City Commitment for each District in the percentages stated in Section 5.3 herein into the .Reimbursement Account, and hereby pledges such fund to the payment of the City Commitment as provided herein. The City shall maintain complete books and records showing deposits to and disbursements from the Reimbursement Account, which books and records shall be deemed complete if kept in accordance with generally accepted accounting principles as applied to Texas municipalities. Such books and records shall be available for examination by the duly authorized officers or agents of the Developer during normal business hours upon request made not less than five business days prior to the date of such examination. The City shall maintain such books and records throughout the term of this Agreement and store the same for four years thereafter. Developer shall comply with the teens of Section 351 of the Texas Tax Code, as it may be amended from time to tune, applicable to the Hotel Occupancy Tax Revenues. Further, Developer shall deliver to City, upon the City's request, such information and reports which the City reasonably requests as evidence that Developer is in compliance with such statutes. Should any expenditure of Hotel Occupancy 'fax Revenues by Developer be for a use that is found to be illegal, the City shall have no liability in connection thereof. (F) Construction Sales Tax Revenues. During the Term, the City shall determine semi-annually the amount of the Construction Sales Tax Revenues from local construction suppliers only for completed features of each District within the Project boundaries received by the City in cooperation with the Developer. The City hereby agrees to deposit timely from available funds in the City's General Fund an amount equal to said Construction Sales Tax Revenues portion of the City Commitment attributable to each Distriet in the percentages stated in Section 5.3 herein into the Reimbursement Account, and hereby pledges such fund to the payment of the City Commitment as provided herein. The City shall maintain complete books and records showing deposits to and disbursements from the Reirnbursement Account, which books and records shall be deemed complete if kept in accordance with generally accepted accounting principles as applied to Texas municipalities. Such books and records shall be available for examination by the duly authorized officers or agents of the Developer during normal business hours upon request made not less than five business days prior to the date of such examination, The City shall maintain such books and records throughout the term of this Agreement and store the same for four years thereafter. 5.3 Reimbursement Amounts to be Paid b City to Developer. (A) Sales Tax Revenues and Construction Sales Tax Revenues: Developer shall provide the City a semi-annual report, no later than March 1 and September 1 of each year, stating Developer's sales figures attributable to the completed features of each District within the Project boundaries and the corresponding amount of Sales Tax and Construction Sales Tax Revenues. Within Sixty (60) days of receiving written request from Developer, accompanied by all reasonable supporting documentation from Developer that it has fully complied with its performance requirements, subject to the satisfaction of Developer's Commitments under Article IV herein and Developer's timely and full compliance with all applicable terms and conditions contained in this Agreement, City shall pay to Developer the applicable Chapter 380 Payments attributable to the coinpleted features of each District within the Project boundaries based on the percentages stated below for the applicable Tax Revenues collected by City on the completed features of each District, subject to the limitations set forth herein. Developer may spend Schlittcrbahn 380; CPY 51842 Page 15 of 26 said Chapter 380 Payments received as Reimbursement Amounts or in satisfaction of other City Commitment on improvements or other Lawful uses only within the Project boundaries. (B) Property Tax Revenues: Developer shall provide the City an annual paid property tax bill, no later than March 1 of each year, stating Developer's figures attributable to the completed features of each District within the Project boundaries and the corresponding amount of Property Tax Revenues. Within Sixty (60) days of receiving written request from Developer, accompanied by all reasonable supporting documentation from Developer that it has fully complied with its performance requirements, subject to the satisfaction of Developer's Commitments under Article W herein and Developer's timely and full compliance with all applicable terms and conditions contained in this Agreement, City shall pay to Developer the applicable Chapter 380 Payments attributable to the completed features of each District within the Project boundaries based on the percentages stated below for the applicable Tax Revenues collected by City on the completed features of each District, subject to the limitations set forth herein. Developer may spend said Chapter 380 Payments received as Reimbursement Amounts or in satisfaction of other City Commitment onimprovements or other lawful uses only within the Project boundaries. (C) Hotel Occupancy `fax Revenues: Developer shall provide the City a semi-annual report, no later than March 1 and September 1 of each year, stating Developer's occupancy figures attributable to the completed features of each District within the Project boundaries and the corresponding amount of Hotel Occupancy Tax paid to the City. Within Sixty (60) days of receiving written request from Developer, accompanied by Developer's annual Approved Spending Plan (as defined herein) and all reasonable supporting documentation from Developer that it has fully complied with its performance requirements, subject to the satisfaction of Developer's Commitments under Article IV herein and Developer's timely and full compliance with all applicable terms and conditions contained in this Agreement, City shall pay Developer an amount not to exceed the applicable Chapter 380 Payments attributable to the completed features of each District within the Project boundaries, in an amount equal to the amount indicated in the annual Approved Spending Plan, based on the percentages stated below for the Hotel Occupancy Tax Revenues collected by City on the completed features of each District, subject to the limitations set forth herein; provided, however, that Developer must comply with the terms of Section 351 of the Texas Tax Code, as it may be amended from time to time, applicable to the Hotel Occupancy Tax Revenues. Further, Developer shall deliver to City, upon the City's request, such information and reports which City reasonably requests in order for City to verify that Developer is in compliance with said statutes. Any Hotel Occupancy Tax Revenues remaining unspent by Developer, and all accrued interest thereon, if any, at the expiration or earlier termination of this Agreement shall be returned by Developer to City, which obligation shall survive the expiration or earlier termination of this Agreement. By this Agreement, City is delegating, pursuant to Section 351.101(c) of the Texas Tax Code, as it may be amended from time to time, the management or supervision of certain programs and activities to be funded by Hotel Occupancy Tax Revenues. Developer may spend such funds received as Reimbursement Amounts or in satisfaction of other City Commitment on improvements or other lawful uses only within the Project boundaries. Developer and Developer's subcontractors shall apply for reimbursement for the applicable City Tax Revenues only from the City. Failure to do so would be an Act of Default hereunder. Park District A Payments: Sales Tax: 100% Property Tax (M&O portion thereof only): 100% beginning in fiscal year 2022 or upon termination of the TRZ, whiehever occurs sooner, for the part of the Park District A within the boundaries of the TRZ, as shown on EXHIBIT "D, " attached hereto. Parts of the Park District A not within the boundaries of the TRZ are eligible for said Property Tax Chapter 380 Payments upon completion of the Park District. Schlitterbnhn 380; CPY 5-18-1.2 Page 16 of 26 Hotel Occupancy Tax: 100% Construction Sales Tax: 50% The City Commitment attributable to the Park District to be paid to Developer for the Park District A shall not exceed $34,130,131. IslandWalk District Payments: Sales Tax: 85% Property Tax (M&O portion thereof only): 85% beginning in fiscal year 2022 or upon termination of the TRZ, whichever occurs sooner, for the part of the Is]andWalk District within the boundaries of the TRZ, as shown on EXHIBIT "D," attached hereto. Parts of the IslandWalk District not within the boundaries of the TRZ are eligible for said Property Tax Chapter 380 Payments upon completion of the IslandWalk District. Hotel Occupancy Tax: 85% Construction Sales Tax: 95% The City Commitment attributable to the IslandWalk District to be paid to Developer for the IslandWalk District shall not exceed $29,897,428. Resort District Payments: The Reimbursement Amount is to be applied only to the Resort Rental part of the Resort District in the following percentages, with no City Commitment allocated to the residential part of the Resort District. Sales Tax: 70% Property Tax (M&O portion thereof only): 70% Hotel Occupancy Tax: 57% Construction Sales Tax: 0% The City Commitment attributable to the Resort District to be paid to Developer for the Resort District shall not exceed $28,192,908. Marina District Payments: Sales Tax: 70% Property Tax (M&O portion thereof only): 70% beginning in fiscal year 2022 or upon termination of the TRZ, whichever occurs sooner, for the part of the Marina District within the boundaries of the TRZ, as shown on EXHIBIT "0," attached hereto. Parts of the Marina District not within the boundaries of the TRZ are eligible for said Property Tax Chapter 380 Payments upon completion of the Marina District, Hotel Occupancy Tax: 70% Construction Sales Tax: 0% The City Commitment attributable to the Marina District to be paid to Developer for the Marina District shall not exceed $24,896,411. 5.5 Development Fees. City shall waive for Developer (as part of City Commitment) an amount equal to all Development Fees paid pertaining to the Project, provided that the aggregate amount of such payment shall not exceed One Million Four Hundred Thousand Dollars ($1,400,000.00). The Director of Development Services for the City shall be responsible for tracking and supplying information related to Development Fees to the EDC. Page 17 of 26 Schlitterbahn 380; CPY 5-18-12 5.6 Maintenance of Project Infrastructure. For no less than the Term of this Agreement, it shall be Developer's sole responsibility to provide proper and timely maintenance of all infrastructure other than paved streets and associated curb and gutters and utility related infrastructure accepted by or typically owned and maintained by the City, in accordance with standard City policy, including but not limited to public water, wastewater, storm water, and gas infrastructure located within the street right of way or other public easement, (collectively, "City Infrastructure") within the property boundaries of the Project. To ensure that all infrastructure associated with the Projeot other than City Infrastructure are properly and timely maintained, Developer may create a public improvement district, or any other similar self -funding aneehanism available under the law, that will encompass the property boundaries of the Project and generate adequate revenue to pay for said proper and timely maintenance of all infrastructure other than City Infrastructure within the property boundaries of the Project. The City agrees to cooperate with the Developer in their application for and creation of a public improvement district under The Public Improvement District Assessment Act, Chapter 372 of the Texas Local Government Code (or any successor statute thereto), a statute corresponding to a similar mechanism, or under a statute to be passed and enacted into law through the state legislative process in the future. The purposes of the public improvement district may include, among others, paying, or reimbursing the costs incurred for the design, construction, operation and maintenance of all infrastructure associated with the Project other than City Infrastructure within the property boundaries of the Project, ARTICLE VI [Intentionally Left Blank] ARTICLE VII COVENANTS, WARRANTIES, OBLIGATIONS AND DUTIES OF DEVELOPER AND OPERATOR If the Developer or Operator shall have made any false or substantially misleading statement herein or failed to timely and fully perform as required in this Agreement, such shall be an Act of Default by Developer, subject to Section 11.1 herein. Failure to comply with any one covenant or warranty shall constitute an Act of Default by Developer or Operator, subject to Section 11.1 herein. Developer and Operator, as of the Effective Date, make the following covenants and warranties to City, and agree to timely and fully perforin the following obligations and duties. 7.1 Litigation. No litigation or governmental proceeding is pending or, to the knowledge of Developer, Operator or their respective general partner and officers, threatened against or affecting Developer, Operator or the Property that may result in any material adverse change in Developer's or Operator's business, properties or operation. 7.2 Untrue Statements. To the best of their knowledge, no certificate or statement delivered by Developer or Operator to City in connection herewith, or in connection with any transaction contemplated hereby, contains any untrue statement or fails to state any fact necessary to keep the statements contained therein from being misleading except those which have been replaced by subsequent certificates or statements heretofore given to the City in substitution. 7.3 Bankruptcy. There are no bankruptcy proceedings or other proceedings currently pending or contemplated, and Developer and Operator have not been informed of any potential involuntary bankruptcy proceedings. 7.4 Licenses and Authority. To the best of their knowledge, Developer or Operator have acquired and maintained all necessary rights, licenses, permits and authority to carry on their respective businesses in Schlitterbahn 380; CPY 5-18-12 Page 18 of 26 Corpus Christi, Texas, and will continue to use commercially reasonable efforts to maintain all necessary rights, licenses, permits and authority. 7.5 Payment of Taxes. Developer and Operator shall timely pay all taxes due and owing by them to all taxing authorities having jurisdiction. In addition, Developer and Operator shall timely pay all employment, income, franchise, and all other taxes hereafter to become due and owing by them, respectively, to all local, state, and federal entities subject, however to their right to contest the same in a lawful manner. 7.6 Timely Commencement; Continuous Operations. Developer acknowledges and agrees that if it fails to Commence Construction of the Schlitterbahn Waterpark and pursue its Completion within the time periods herein provided, and Operator acknowledges and agrees that if it fails to Continuously Operate the Sehlitterbahn Waterpark in the Park District as herein provided, in either of said eases or events, the City has the right to terminate this Agreement as herein provided. 7.7 Management Changes. Developer and Operator shall notify City in writing of any substantial changes in management of Developer or Operator within seven (7) days after Developer's or Operator's knowledge thereof. Substantial changes mean changes in Chairman of the Board, President, or Chief Executive Officer. 7.8 Ownership Changes. Developer and Operator shall notify City in writing of any changes in ownership of any part of the Projeot or of Developer or Operator within seven (7) days after Developer's er Operator's knowledge thereof. 7.9 Succession of Ownership. No change of ownership or management of any part of the Project and/or a change of ownership or management of Developer or of Operator shall abate, waive, terminate or in any way relieve Developer or Operator of their respective obligations herein. 7.10 Non-diseritnination. Developer agrees that,. as to all of the programs and activities arising out of this Agreement, it will not discriminate against any person on the basis of race, color, national origin, sex, or by reason of being disabled. 7.11 Lessee/Owner Lists. Developer or Operator shall provide to City in writing lists of all Project tenants or other persons making sales or purchases of taxable items or real property in each District of the Project, identified by District (the 'Lessee/Owner List"). Developer or Operator will periodically and timely notify City of changes to the Lessee/Owner List. For the Park District, the Lessee/Owner List shall include Developer and/or Operator. Developer and Operator are responsible as herein provided for supplying to City such identifying information for each person on the Lessee/Owner List as is required by the Comptroller to issue their sales tax area reports and Hotel Occupancy Tax area reports. 7.12 Sales Tax Reports. If the sales tax area reports described herein are unavailable or otherwise inadequate to allow computation of the Sales Tax Revenue, Developer or Operator shall timely acquire from each tenant a waiver of confidentiality or other document required or approved by the Texas Comptroller that allows City to review individual tenants' reported sales tax information on a semi-annual basis throughout the Terni of this Agreement as necessary to compute the Sales Tax Revenue. 7.13 Employment of Undoeumented Workers. The Developer does not and agrees that it will not knowingly employ an undocumented worker. If, after reeeiving Chapter 380 Payments, Developer or Operator is convicted of a violation under 8 U.S.C. Section 1324a (f), the convicted Developer or Operator shall repay the Chapter 380 Payments at the rate and according to the terms as specified by City Schlitterhahn 380; CPY 5-18-12 Page 19 of 26 Ordinance, as amended, not later than the 1201h day after the date the Developer or Operator has been notified of the violation, ARTICLE VIII CITY'S COVENANTS WARRANTIES OBLIGATIONS AND DUTIES 8.1 Type I1 Reclaimed Water Supply. To the extent permitted by law, the City shall authorize Developer to receive Type 11 reclaimed water, as defined in Title 30 of the Texas Administrative Code, from the City for the Project needs at no cost on an as needed, end-user demand basis within the boundaries of the Project for use by Developer and Operator within statutory and governmental agency requirements. En the event that there is any proposed change to policy, legislation, and terms, conditions or restrictions in the governing permits or authorizations that may impact the delivery to Developer or Operator of Type II reclaimed water or impose a future fee to .Developer or Operator for the use of the Type 11 reclaimed water, the City shall notify Developer at least sixty (60) days before such proposed change is to take effect. In their use of the Type 11 reclaimed water, Developer and Operator shall comply with all TCBQ and all other applicable governmental agency requirements and regulations. ARTICLE IX SUSPENSIONS/TERMINATION Subject to the terms of Article V herein, City, under the following circumstances, and at its sole discretion, may temporarily suspend making Chapter 380 Payments under this Agreement and/or terminate this Agreement, without liability to Developer, and all future payment obligations shall automatically cease upon anyone of the following events: 9.1 Receiver. The appointment of a receiver for Developer, or of all or any substantial part of its property, and the failure of such receiver to be discharged within sixty (60) days thereafter. 9.2 Bankruptcy. The adjudication of Developer as a bankrupt. 9.3 Bankruptcy Petition. The filing by Developer of a petition or an answer seeking bankruptcy, receivership, reorganization, or admitting the material allegations of a petition filed against it in any bankruptcy or reorganization proceeding. 9.4 Failure to Comply with Audit Requirements. The failure of Developer or Operator to reasonably cooperate with the City in the monitoring process described in Article X below. ARTICLE X REPORTING AND AUDITING 10.1 Audit by the City. The City may audit Developer's and Operator's records to determine their compliance with the terms of this Agreement. This audit will be done by the City on an annual basis in March of each year. During the monitoring proeess, the City will make maximum use of any State submissions for the determination of Reimbursement Asnount. Developer and Operator shall provide the City an annual report, no later than March 1 of each year, stating Developer's and Operator's occupancy and sales figures attributable to the completed features of each District within the Project boundaries and the corresponding amount of Sales Tax, Property Tax and Hotel Occupancy Tax paid to the City by Developer. 10.2 Access to Records / Right to Audit. Developer and Operator, during normal business hours shall allow City reasonable access to its records and books and all other relevant records related to each of the Page 20 of 26 Schiitterbtn 380; CPY 5-1842 economic development considerations and incentives and performance requirements, as stated in this Agreement, but the confidentiality of such records and information shall be maintained by City unless disclosure of such records and information shall be required by a court order, a lawfully issued subpoena, or at the direction of the Office of the Texas Attorney General. ARTICLE XI DEFAULT 11.1 Default. Subject to Force Majeure and any consent given under Section 11.2 or Variance granted under Section 13.15, should Developer fail to timely, fully and completely keep or perform any one or more of the covenants or warranties made by Developer in this Agreement (but excluding achieving satisfaction of any condition to the Developer's right to receive Chapter 380 Payments under this Agreement), such failure to perform shall be an Act of Default by Developer and, if not cured and corrected within sixty (60) days after written notice to do so or by express waiver by the Corpus Christi City Council, City may terminate this Agreement and cease making any further Chapter 380 Payments which have not been earned by performance by Developer theretofore. Developer shall be liable to City for any actual damages sustained by the City as a result of said Act of Default by Developer under this Agreernent, subject to the provisions of Section 13.17. 11.2 Consent and Excuse. In the event of unforeseeable third party delays which are not Force Majeure and upon a reasonable showing by Developer that it has immediately and in good faith commenced and is diligently and continuously pursuing the correction, removal or abatement of such delays by using commercially reasonable efforts, the Corpus Christi City Council may consent to and excuse any such delays, which consent and excuse shall not be unreasonably withheld. 11.3 City Delay. Any delay for any amount of tune by City in providing notice of Default to Developer or Operator hereunder, shall in no event be deemed or constitute a waiver of such Default by City of any of its rights and remedies available in law or in equity. 11.4 City Waiver. Any waiver granted by City to Developer or Operator of an Act of Default shall not be deemed or constitute a waiver of any other existing or future Act of Default by Developer or of a subsequent Act of Default of the same act or event by Developer. ARTICLE XII CITY'S LIABILITY LIMITATIONS Should City fail to timely, fully and completely comply with any one or more of the requirements, obligations, duties, terms, conditions or warranties of this Agreement, such failure shall be an Act of Default by City and City shall have sixty (60) days to cure and remove the Default after receipt of written notice to do so from .Developer or Operator. ARTICLE XIII MISCELLANEOUS PROVISIONS 13.1 Sign Permitting. Prior to submitting any building permit applications for any sign, Developer shall obtain approval from City's Planning and Building Inspection Department's Director for plans for signs. 13.2 Permitting. Subject to Developer's complying with all applicable laws, City agrees to cooperate with Developer to expeditiously process permits, including plat applications, site plan applications, building permit applications, building and construction inspections required for the Project to be in a state of Completion. Page 21 of 26 Schlitterbatiin 380; CPY 5-18-12 133 Attorneys' Fees. If any legal action or proceeding is commenced between City and Developer or Operator based on this Agreement, the prevailing party in the legal action will be entitled to reviver its reasonable attorneys' fees and expenses incurred by reason of such action, to the extent allowed by law. 13A Binding Effect. This Agreement will be binding on and inure to the benefit of the parties and their respective successors and assigns, 13.5 Assignment. Except as provided below, Developer may not assign all or part of its rights and obligations under this Agreement to a third party without prior written approval of. City, which approval will not be unreasonably withheld or delayed. The City agrees, however, that the Developer may assign all or part of its rights and obligations under this Agreement to any entity affiliated with the Developer by reason of controlling, being controlled by, or being under common control with the Developer; to a subsequent Developer of all or any part of the Project; to a tenant in the Project or to a third party lender advancing funds for the acquisition of all or any part of the Property or for the construction or operation of the Project. The City expressly consents to any assignment described in the preceding sentence, and agrees that no further consent of City to such an assignment will be required. The Developer agrees to provide City with written notice of any such assignment. 13.6 Termination. If Developer elects not to proceed with the development of a Schlitterbahn Waterpark in the Park District as contemplated by this Agreement, Developer will notify City in writing, and this Agreement and the obligations of both parties will be deemed terminated and of no further force or effect as of the date of such notice. Additionally, at any titre during the Tenn following the Completion of a Schlitterbahn Waterpark in the Park District, the Developer may elect to terminate this Agreement as to any or all parts of the Project which have not been completed and placed in service, by giving the City written notice thereof specifying the part or parts of the Project to which the notice of termination relates. Following the giving of said notice, this Agreement shall terminate and be of no further force or effect as to the part or parts of the Project designated in said notice of termination and all parties shall be fully released of any further obligations under this Agreement relating to said designated part or parts of the Proj cut. 13.7 Notice. Any notice or other communication ("Notice") given under this Agreement must be in writing, and may be given: (i) by depositing the Notice in the United States Mail, postage paid, certified, and addressed to the party to be notified with return receipt requested; (ii) by personal delivery of the Notice to the party, or an agent of the party; or (iii) by confirmed facsimile, provided that a copy of the Notice is also given in one of the manners specified in (i) or (ii). Notice deposited in the mail in the manner specified will be effective two (2) days after deposit. Notice given in any other manner will be effective only if and when received by the party to be notified. For the purposes of Notice, the addresses of the parties will, until changed as provided below, be as follows: Developer: Upper Padre Partners, L.P. Attention: Paul Schexnailder 381 East Austin Street New .Braunfels, Texas 78130 Ph: Facsimile: with a copy to: R. G. Converse Fulbright & Jaworski L.L.P. 98 San Jacinto Blvd Page 22 of 26 Sclilsfterbuhn 380; CPY 5-18-12 Suite 1100 Austin, Texas 78701 Ph: (512) 536.4535 Facsimile: (512) 536-4598 City: City of Corpus Christi Attn.: City Manager P.O. Box 9277 Corpus Christi, Texas 78469-9277 Ph: (361) 826-3220 Facsimile: (361) 826-3839 with a copy to: City Attorney P.O. Box 9277 Corpus Christi, Texas 78469-9277 Ph. (361) 826-3360 Facsimile: (361) 826-3239 Operator: North Padre Waterpark Holdings, LTD 3 81 East Austin Street New Braunfels, Texas 78130 Attention: Gary Henry Ph: (830) 625-2351 Fax: (830) 625-3515 Any party may designate a different address at any time by giving Notice to the other party. 13.8 Interpretation. Bach of the parties has been represented by counsel of their choosing in the negotiation and preparation of this Agreement. In the event of any dispute regarding the interpretation of this Agreement, this Agreement will be interpreted fairly and reasonably and neither more strongly for nor against any party based on draftsmanship. 13.9 Relationship of the Parties. This Agreement will not be construed as establishing a partnership or joint venture, joint enterprise, express or implied agency, or employer-employee relationship between the parties. Neither City, nor its past, present or future officers, elected officials, employees or agents, assume any responsibility or liability to any third party in connection with the development of the Project or the design, construction or operation of any portion of the Project. 13.10 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, it is the intention of the parties that the remainder of this Agreement not be affected and it is also the intention of the parties that, in lieu of each provision that is found to be illegal, invalid or unenforceable, a provision be added to this Agreement which is legal, valid or enforceable and is as similar in terms as possible to the provision found to be illegal, invalid or unenforceable. 13.11 Paragraph Beadings, Etc. The paragraph headings contained in this Agreement are for convenience only and will in no way enlarge or limit the scope or meaning of the paragraphs. 13.12 No Third Party Beneficiaries. This Agreement is not intended to confer any rights, privileges or causes of action upon any third party. Schlitterbahn 380; CPY 5-18-12 Page 23 of 26 13.13 Counterparts. This Agreement may be executed simultaneously in two or of which will be deemed an original, but all of which will constitute one and facsimile signature will be deemed to be an original signature for all purposes. 13.14 Exhibits. The following exhibits are attached to and incorporated into purposes: Exhibit "A.:" Exhibit "B:" Exhibit "C:" Exhibit' D:" Schlitterbahn Beach Country Project Description Type A Corporation Business Incentive Agreement Project Boundaries: Field Notes/Metes and Bounds TRZ Boundary Map more counterparts, each the same instrument. A this Agreement for all 13.15 Variances. The Corpus Christi City Council, in its sole discretion, may grant and approve variances to Developer or Operator from the performance criteria and development standards described herein upon application in writing therefor by Developer on behalf of itself or the Operator. 13.16 Balance Owed under the Agreement. The total ainount of money awarded in an adjudication brought against City for breach of this Agreement is limited to the following: (i) the balance then duo and. owed by City under the Agreement plus any balance which may become due by City during the remaining term of the Agreement, including any amendments thereto; (ii) interest as allowed by law; and (iii) attorney's fees as allowed by law. 13.17 Damages not included. Damages awarded in an adjudication brought against City or Developer arising under the Agreement, including any amendments thereto, may not include: (i) consequential damages, except as expressly allowed under Section 13.16 above; (ii) exemplary damages; or (iii) damages for unabsorbed home office overhead. ARTICLE XIV GENERAL TERMS 14.1 Entire Agreement. This Agreement embodies the complete Agreement of the parties hereto, superseding all oral or written, previous and contemporary, agreements between the parties relating to matters in this agreement; and, except as otherwise provided herein, this Agreement cannot be modified or amended without a written agreement of the parties. 14,2 Law. This Agreement is subject to all legal requirements in City Charter and Code of Ordinances of City of Corpus Christi, Texas and all other applicable County, State and Federal laws, and Developer and Operator agree that it will promptly comply with all such applicable laws, regulations, orders and rules of the State, City and other applicable governmental agencies. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas without regard, however, to the conflicts ()flaws provisions of Texas law. 14,3 Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas. 14.4 Confidential. City, its officers and employees, and its agents or contractors retained to perform economic development services for City, shall treat as confidential the financial statements and information together with any proprietary information delivered by Developer, Operator or their respective representatives to City and its representatives and shall not release such information to the public., unless required by law or court order. City shall immediately notify Developer of requests or court orders to release such information. Sc11litterbabn 380; CPY 5-18-12 Page 24 of 26 14.5 Exhibits. Exhibits "A" through "D" attached hereto are made a part of this Agreement for all purposes as if they were set forth herein in their entirety. [Remainder of page intentionally left blank] Schl€tterbal»r 380; CPY 5.18.12 Page 25 of 26 EXECUTED to be effective as of this l F day of MAY ii , 2012 UPPER PADRE PARTNERS, L.P., a Texas limited partnership Signed on this / day of M , 2012 By: Upper Padre GP, INC, general • artner P_- exnaor, M.• ger NORTH PADRE WATERPARK HOLDINGS, LTD, a Texas limited partnership Signed on this / k day of /'t`i /" , 2012 By; North Padre WPH GP, LLC, general partner By: CITY OF CORPUS CHRISTI, TEXAS, a home -rule municipal corporation Signed on this ATTEST: day of f I, W.1 , 2012 Armando Chapa, City Secret es 0 .,sUTHONIL: Cy COUNCIL Seca -.rte CITY OF CORPUS CHRISTI 1 Ronald L. 11, City Manager Page 26 of 26 Schlitterbahn Beach Country is planned to provide the essential elements of a true family destination on Upper Padre Island at Corpus Christi, Texas, The Park District Park District A contains the Schlitterbahn Waterpark. The Waterpark is approximately 75.119 acre waterpark resort that will be built in phases over a period of several years, whose initial components will feature a minimum capacity of three thousand simultaneous visitors, with future phases increasing the capacity based on demonstrated demand. The Waterpark will be based on the "Transportainment" model in place at each of the other Sehlitterbahn Waterparks in which multiple entertainment elements and rides are integrated with each other, typically featuring tube chutes, momentum rivers, torrent rivers, slides, pools and aquaveyors (all based on proprietary technologies and patents). Other elements of the Waterpark include, but are not limited to, heated pools, children pools and play areas, and support areas such as food and beverage, dressing areas, shade structures, gift shops, admission areas and parking areas. The Waterpark also may include a hotel or theme -style designed lodging consistent with but not specifically limited to the Treehaus lodging located at Schlitterbahn New Braunfels or other theme - style designed lodging that may be developed by Developer. The mix of rides and attractions, and the integration of ride technology, of the Waterpark will be similar to other Schlitterbahn Waterparks. Park District B includes a golf course. The numbers of holes will be reduced but will remain at least a 9 -hole course. The IslandWalk District The IslandWalk District offers several use options from the canal side restaurants and retail to residential with rental units up to residential units lining the golf course. Residential units in this district will range from traditional canal side units, cottage clusters and pond and golf course residential. The creation of the IslandWalk canal creates a truly pedestrian experience that is not available elsewhere along the Texas Coast. The heart of the district is the 2,500 feet of canal on the west side of Park Road 22. Once completed, residents and tourists will use the canal system as a transportation system. In addition to walking along the canal, visitors will be able to dock their boats as they visit the various shops and restaurants or attend events on the IslandWalk. The Marina District The Marina District is designed as a mixed use marina development serving Padre Harbor and the IslandWalk. With its access to the Gulf of Mexico via Packery Channel, the Marina District is designed to include in -the -water boat slips and dry -stack boat storage. The Marina District will become the center of the boating community and will provide essential elements to the fishing and water sports visitors. The Marina District is envisioned to include restaurants, entertainment, retail and lodging. The Lodging facilities will be comprised of traditional apartment and hotel units as well as residential above retail. The location and configuration will be designed to offer a Live -Work -Play lifestyle, As the harbor side anchor of the IslandWalk those choosing to live in or visit the Marina District will have easy access to the pedestrian IslandWalk district and Schlitterbahn .Beach Country. The Resort District The Resort District is designed as the resort residential district serving Upper Padre Island and Schlitterbahn Beach Country. The roughly 250 acres will be designed with full architectural design standards, mixed residential uses and resort quality lodging facilities. Cooper Robertson and Associates, the land planners of WaterColor and Water Sound in the Florida Panhandle, prepared the conceptual land plan for the Resort District. The Resort District will be subject to the City of Corpus Christi's zoning ordinance and unified development code prior to construction. In addition, any changes in the development plan will require Corps of Engineer permit modifications procedures. Accordingly there will be substantial public input prior to construction of the district. The Resort District plan contains the traditional bulk headed canal lots, canal lots with natural shore line and areas with fresh water ponds, In addition to the canal system the district will include pedestrian pathways, cart paths and open areas. The Resort District borders Commodores Drive, Aquarius Street and portions of the Laguna Madre. A portion of the Resort District fronts on a protected habitat and will be designed to add separation between the protected habitat and the developed. property, BUSINESS INCENTIVE AGREEMENT BETWEEN THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AND NORTH PADRE WATERPARK HOLDINGS LTD FOR INFRASTRUCTURE CONSTRUCTION TO ENHANCE ECONOMIC DEVELOPMENT This Business Incentive Agreement for Capital Investments and the Creation and Retention of Jobs ("Agreement") is entered into between the Corpus Christi Business and Job Development Corporation ("Corporation") and North Padre Waterpark Holdings Ltd. ("Schlitterbahn"), a Texas limited partnership. WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vernon's Texas Revised Civil Statutes (Development Corporation Act of 1979), now codified as Subtitle C1, Title 12, Texas Local Government Code, empowered local communities with the ability to adopt an optional local sales and use tax as a means of improving the economic health and prosperity of their citizens; WHEREAS, on November 5, 2002, residents of the City of Corpus Christi ("City") passed Proposition 2, New and Expanded Business Enterprises, which authorized the adoption of a sales and use tax for the promotion and development of new and expanded business enterprises at the rate of one-eighth of one percent to be imposed for 15 years; WHEREAS, the 1/8th cent sales tax authorized by passage of Proposition 2 was subsequently enacted by the City Council and filed with the State Comptroller of Texas, effective April 1, 2003, to be administered by the Corpus Christi Business and Job Development Corporation Board; WHEREAS, the Corpus Christi Business and Job Development Corporation exists for the purposes of encouraging and assisting entities in the creation of jobs for the citizens of Corpus Christi, Texas; WHEREAS, the Board of Directors of the Corporation ("Board"), on September 10, 2007, amended the Corporation's Guidelines and Criteria for Granting Business Incentives ("Type A Guidelines"), which the City Council incorporated into the City of Corpus Christi Economic Development Incentive Policies 2009-2011 on November 17, 2009; WHEREAS, the City Council approved the Corporation's amended Guidelines and Criteria for Granting Business Incentives on September 18, 2007; WHEREAS, the Board, on November 9, 2010, amended the Corporation's Guidelines and Criteria for Granting Business Incentives; WHEREAS, the City Council approved the Corporation's amended Guidelines and criteria for Granting Business Incentives on November 9, 2010; WHEREAS, Section 501.073, Texas Local Government Code, formerly Section 21 of the Texas Development Corporation Act of 1979, Art. 5190.6, Vernon's Texas Revised Civil Statutes, requires the City Council to approve all programs and expenditures of the corporation; WHEREAS, Schlitterbahn is a major destination waterpark resort that will draw tourists and visitors from outside of the local area; WHEREAS, Schlitterbahn proposes to invest approximately $39 million over a 3 year period; WHEREAS, on May 4, 2012, the Board determined that it is in the best interests of the citizens of Corpus Christi, Texas that business development funds be provided to Schlitterbahn, through this Agreement with Schlitterbahn, to be used by Schlitterbahn to pay for the creation of certain infrastructure improvements allowed under Section 501.103 of the Texas Local Government Code needed for the development of the Schlitterbahn waterpark and that will result in increased economic development and the creation of 40 new full-time permanent jobs and 300 seasonal jobs in the City of Corpus Christi. In consideration of the covenants, promises, and conditions stated in this Agreement, the Corporation and Schlitterbahn agree as follows: 1. , Effective Date. The effective date of this Agreement ("Effective Date") is the latest date that either party executes this Agreement. 2. Term. The term of this Agreement is for three years beginning on the effective date. 3. Performance Requirements. a. Schlitterbahn agrees to use these funds to pay for the creation of certain infrastructure improvements allowed under Section 501.103 of the Texas Local Government Code needed for the development of the Schlitterbahn waterpark b. Schlitterbahn agrees to provide the Corporation with a sworn certificate by authorized representative of the business, certifying the amount used for infrastructure improvements. c. Schlitterbahn will provide the Corporation with a detailed list of infrastructure expenditures each year within 30 days of the anniversary of the effective date until the end of this agreement. 4. Grant Award. a. The Board will grant Schlitterbahn the amount of $5,000,000 over the term of the agreement, to be paid to North Padre WPH GP, LLC, general partner of Schlitterbahn. Schlitterbahn Type A Agmt; CPY 5-18.12 Page 2 of 9 b. One half of the grant ($2,500,000) will be awarded upon the Developer providing documentation that they have spent $5,000,000 for infrastructure improvements for the waterpark allowed under Section 501.103 of the Texas Local Government Code or have achieved 50% completion of the waterpark. 50% completion of the waterpark means that at least $10,000,000 has been spent on construction of the first phase of the waterpark. c. One half of the grant ($2,500,000) will be awarded upon the completion of the waterpark. Completion means that the Certificate of Occupancy for the waterpark has been issued by the City. 5. Buy Local Provision. a. Schlitterbahn agrees to use its best efforts to give preference and priority to local manufacturers, suppliers, contractors, and labor, except where not reasonably possible to do so without added expense, substantial inconvenience, or sacrifice in operating efficiency in the normal course of business. b. For the purposes of this section, the term "local" as used to describe manufacturers, suppliers, contractors, and labor includes firms, businesses, and persons who reside in or maintain an office within a 50 mile radius of Nueces County. 8. Warranties. Schlitterbahn warrants and represents to Corporation the following: a, Schlitterbahn is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas, has all corporate power and authority to carry on its business as presently conducted in Corpus Christi, Texas. b. Schlitterbahn has the authority to enter into and perform, and will perform, the terms of this Agreement to the best of its ability. c. Schlitterbahn has timely filed and will timely tile all local, State, and Federal tax reports and returns required by laws to be filed and all Texas, assessments, fees, and other governmental charges, including applicable ad valorem taxes, have been timely paid, and will be timely paid, during the term of this Agreement. d. Schlitterbahn has received a copy of the Texas Development Corporation Act, Subtitle C1, Title 12, Texas Local Government Code, and acknowledges that the funds granted in this Agreement must be utilized solely for purposes authorized under State law and by the terms of this Agreement. e. The parties executing this Agreement on behalf of Schlitterbahn are duly authorized to execute this Agreement on behalf of Schlitterbahn. f. Schlitterbahn does not and agrees that it will not knowingly employ an undocumented worker, If, after receiving payments under this Agreement, Schlitterbahn Type A Agmt; CPY 5-18-12 Page 3 of 9 Schlitterbahn is convicted of a violation under §U.S.C. Section 1324a(f), Schlitterbahn shall repay the payments at the rate and according to the terms as specified by City Ordinance, as amended, not later than the 120th day after the date Schlitterbahn has been notified of the violation. 7. Compliance with Laws. Schlitterbahn shall observe and obey all applicable laws, ordinances, regulations, and rules of the Federal, State, county, and city governments. 8. Non -Discrimination. Schlitterbahn covenants and agrees that Schlitterbahn will not discriminate nor permit discrimination against any person or group of. persons, with regard to employment and the provision of services at, on, or in the Facility, on the grounds of race, religion, national origin, marital status, sex, age, disability, or in any manner prohibited by the laws of the United States or the State of Texas. 9. Force Majeure, If the Corporation or Schlitterbahn are prevented, wholly or in part, from fulfilling its obligations under this Agreement by reason of any act of God, unavoidable accident, acts of enemies, fires, floods, governmental restraint or regulation, other causes of force majeure, or by reason of circumstances beyond its control, then the obligations of the Corporation or Schlitterbahn are temporarily suspended during continuation of the force majeure. If either party's obligation is affected by any of the causes of force majeure, the party affected shall promptly notify the other party in writing, giving full particulars of the force majeure as soon as possible after the occurrence of the cause or causes relied upon. 10. Assignment. Except as provided below, Schlitterbahn may not assign all or part of its rights and obligations under this Agreement to a third party without prior written approval of City Council and the Board, which approval will not be unreasonably withheld or delayed, The City agrees, however, that Schlitterbahn may assign all or part of its rights and obligations under this Agreement to any entity affiliated with Schlitterbahn by reason of controlling, being controlled by, or being under common control with Schlitterbahn or to a third party lender advancing funds for the construction or operation of the waterpark. The City expressly consents to any assignment described in the preceding sentence, and agrees that no further consent of City Council or the Board to such an assignment will be required. Schlitterbahn agrees to provide City with written notice of any such assignment. The. foregoing notwithstanding, any assignment of Schlitterbahn's rights under this Agreement shall not release Schlitterbahn from its obligations hereunder. 11. Indemnity. Schlitterbahn covenants to fully indemnify, save, and hold harmless the Corporation, the City, their respective officers, employees, and agents ("Indemnitees") against all liability, damage, loss, claims demands, and actions of any kind on account of personal injuries • (including, without limiting the foregoing, workers' compensation and death claims), or property loss or damage of any kind, which arise out of or are in any manner connected with, or are claimed to arise out of or be in any manner connected with Schlitterbahn Type A Agmt; CPY 5.18-12 Page 4 of 9 Schlitterbahn activities conducted under or incidental to this Agreement, Including any injury, loss or damage caused by the sole or contributory negligence of any or all of the Indemnitees. Schlitterbahn must, at its own expense, investigate all those claims and demands, attend to their settlement or other disposition, defend all actions based on those claims and demands with counsel satisfactory to lndemnitees, and pay all charges of attorneys and all other cost and expenses of any kind arising from the liability, damage, loss, claims, demands, or actions. 12. Events of Default by Schlitterbahn. The following events constitute a default of this Agreement by Schlitterbahn: a. The Corporation or City determines that any representation or warranty on behalf of Schlitterbahn contained in this Agreement or in any financial statement, certificate, report, or opinion submitted to, the Corporation in connection with this Agreement was incorrect or misleading in any material respect when made; b. Any judgment is assessed against Schlitterbahn or any attachment or other levy against the property of Schlitterbahn with respect to a claim remains unpaid, undischarged, or not dismissed for a period of 120 days. c. Schlitterbahn makes an assignment for the benefit of creditors. d. Schlitterbahn files a petition in bankruptcy, or is adjudicated insolvent or bankrupt. e. If taxes owed by Schlitterbahn become delinquent, and Schlitterbahn fails to timely and properly follow the legal procedures for protest or contest. f. Schlitterbahn changes the general character of business as conducted as of the date this Agreement is approved by the Corporation. 13. Notice of Default. Should the Corporation or City determine that Schlitterbahn is in default according to the terms of this Agreement, the Corporation or City shall notify Schlitterbahn in writing of the event of default and provide 60 days from the date of the notice ("Cure Period") for Schlitterbahn to cure the event of default. 14. Results of Uncured Default by Schlitterbahn. After exhausting good faith attempts to address any default during the cure Period, and taking into account any extenuating circumstances that might have occurred through no fault of Schlitterbahn, as determined by the Board of Directors of the Corporation, the following actions must be taken for any default that remains uncured after the Cure Period. a. Schlitterbahn shall immediately repay all funds paid by Corporation to them under this Agreement. Schlitterbahn Type A Agmt; CPY 5-18-12 Page 5 of 9 b. Schlitterbahn shall pay Corporation reasonable attorney fees and costs of court to collect amounts due to Corporation if not immediately repaid upon demand from the Corporation. c. Upon payment by Schlitterbahn of all sums due, the Corporation and Schlitterbahn shall have no further obligations to one another under this Agreement. d. Neither the City, the Corporation, nor Schlitterbahn may be held liable for any consequential damages. 15. No Waiver. a. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, constitutes a waiver of any subsequent breach of the covenant or condition of the Agreement. b. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, justifies or authorizes the nonobservance on any other occasion of the covenant or condition or any other covenant or condition of this Agreement. c. Any waiver or indulgence of Schlitterbahn's default may not be considered an estoppel against the Corporation. d. It is expressly understood that if at any time Schlitterbahn is in default in any of its conditions or covenants of this Agreement, the failure on the part of the Corporation to promptly avail itself of the rights and remedies that the Corporation may have, will not be considered a waiver on the part of the Corporation, but Corporation may at any time avail itself of the rights or remedies or elect to terminate this Agreement on account of the default. 16. Schlitterbahn specifically agrees that Corporation shall only be liable to Schlitterbahn for the actual amount of the money grants to be conveyed to Schlitterbahn, and shall not be liable to Schlitterbahn for any actual or consequential damages, direct or indirect, interest, attorney fees, or cost of court for any act of default by Corporation under the terms of this Agreement. Payment by Corporation is strictly limited to those funds so allocated, budgeted, and collected solely during the grant term of this Agreement. Corporation shall use its best efforts to anticipate economic conditions and to budget accordingly. However, it is further understood and agreed that, should the actual total sales tax revenue collected for any one year be less than the total amount of grants to be paid to all contracting parties with Corporation for that year, then in that event, all contracting parties shall receive only their pro rata share of the available sales tax revenue for that year, less Corporation's customary and usual costs and expenses, as compared to each contracting parties' grant amount for that year, and Corporation shall not be liable to for any deficiency at that time or at any time in the future. in this event, Corporation will provide all supporting documentation, as Page 6 of 9 Schlitterbahn Type A Agmt; CPY 5-1812 requested. Payments to be made shall also require a written request from Schlitterbahn to be accompanied by all necessary supporting documentation. 17. Notices. a. Any required written notices shall be sent mailed, certified mail, postage prepaid, addressed as follows: Schlitterbahn: North Padre Waterpark Holdings Ltd. Attn: Gary Henry 381 East Austin New Braunfels, Texas 78130 Corporation: City of Corpus Christi Business and Job Development Corporation Attn.: Executive Director 1201 Leopard Street Corpus Christi, Texas 78401 b. A copy of all notices and correspondence must be sent the City at the following address: City of Corpus Christi Attn.: City Manager P.Q. Box 9277 Corpus Christi, Texas 78469-9277 c. Notice is effective upon deposit in the United States mail in the manner provided above, 18. Incorporation of other documents. The Corpus Christi Business and Job Development Corporation Guidelines and Criteria for Granting Business Incentives ("Corporation Guidelines"), as amended, are incorporated into this Agreement. 19. Amendments or Modifications. No amendments or modifications to this Agreement may be made, nor any provision waived, unless in writing signed by a person duly authorized to sign Agreements on behalf of each party. 20. Relationship of Parties. In performing this Agreement, both the Corporation and Schlitterbahn will act in an individual capacity, and not as agents, representatives, employees, employers, partners, joint -venturers, or associates of one another. The employees or agents of either party may not be, nor be construed to be, the employees or agents of the other party for any purpose. Page 7 of 9 Schlitterbahn Type A Agmt; CPY 5-18-12 21. Captions. The captions in this Agreement are for convenience only and are not a part of this Agreement. The captions do not in any way Limit or amplify the terms and provisions of this Agreement. 22. Severability. a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Agreement or the application of this Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future Iaw or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the Iaw or judgment, for it is the definite intent of the parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word of this Agreement be given full force and effect for its purpose. b. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future Iaw effective during the term of this Agreement, then the remainder of this Agreement is not affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Agreement automatically. 23. Venue, Venue for any legal action related to this Agreement is in Nunes County, Texas. 24. Sole Agreement. This Agreement constitutes the sole Agreement between Corporation and Schlitterbahn. Any prior Agreements, promises, negotiations, or representations, verbal or otherwise, not expressly stated in this Agreement, are of no force and effect. 25. Survival of terms of Agreement and obligations of parties. The terms of this Agreement and the obligation of the parties relating to Section 14.a and b shall survive the termination of this Agreement. Corpus Christi B .s & Job Development Corporation By: Robert Tamez Vice President Date: of Schlitterbahn Type A Agmt; CPY 5.18-12 Page 8 of 9 Attest: By: Armando Chapa Assistant Secretary Schlittorbahn North Padre Waterpark Holdings Ltd By: North Padre WPH GP, LLC, general partner By: ry enry (/ Manager Date: -61/1 AU f MtikllC► THE STATE OF TEXAS COUNTY OF ,e49-roao This instrument was acknowledged before me on S Yh , 2012, by Gary Henry, Manager of North Padre VVPH GP, LLC, gene al part of North Padre Waterpark Holdings Ltd for North Padre Waterpark Holdings Ltd., a Texas limited partnership, on behalf of the partnership. 1 Notar ublic State of Texas Schlitterbahn Type A Agmt; CPY 5-18-12 Page 9 of 9 II ROAN ENGINEERING Park District A STATE OF TEXAS COUNTY OF NUECBS Job No. 38808132o1 April19, 2012 Fieldnotes.for a 75,1.19acre tract of land; said 75.119 acre tract being comprised of rho following tracts: Portion of Block 27A, Padre Island -Corpus Christi island Fairway Estates, a neap of which is recorded in Volume 46, Pages 208 lieu 210, Map Records of Nueces County, Texas; Portion of Loi 1, Block:27B, Padre Island -Corpus. Christi .Island Fairway Estates, a map of which is recorded in Volume 47, "Pages 1.63. thrix 165, Map Records of Nueces County, Texas; Lots 9 thin 13, Block 43, Lots 4 and 5, Block 44 and portions of Lots 6, 8 and14, Block 43, portions of Lots 1, 2, 3,6, 7, and 8, Block 44,, potions of Maracailto Drive and Zarara Drives Padre Island -Corpus Christi Island Fairway Estates, aivap of which is recorded in Volume 42, Pages 10 and 11, Map Records of Nueces County, Texas; Block 26, Padre Island -Corpus.: Christi Island Fairway Estates, a map.ofwbich is :recorded in Voiwne 40,. Pages :154 thru 150, Map. Records of Ntieces. County, Texas; Lots 7 thin 14, Block 41, Island Fairway Estates, a neap of which is recorded in Volume 42, Pages 16 and 17, Map Records of Nieces Comity, Texas; Commencing ata point on the west boundary of Padre Island Axive (State Highway:358) for the northeast coraer of Block 46, Padre Island-Cosrpus Christi -Island Fairwny'Eslates, a map of'wltich is xecorded in Volume 42, Pages 153 and 154, map Records of Nieces County, Texas and for the southeast corder: of saidBlock.27A; Thence,. North 06°24'41" West, a distance of 2312.75 feet to a point On the west boundary of Compass.Street, a 60 foot tivide public roadway, for a.coimiton corner of Lots 6 and 7, Block 41, Island Fairway Estates, a map of which is recorded in Volume 42, Pages 16 and 17, Map -Records of Nueces County, Texas, for the Point of h3egiruung of this tract -and fora corner of this tract; Thence, North 88°43'30" West, with tltc.continon boundary of said Lets 6 and 7; Block 41, same being the east boundary of thus tract, a distance of 1.07.28 feet for the southwest corner of said Lot 7, for the northwest corner of said Lot 6, for corner of said Block .27A and for a corner of this tinct; Thence, with -the common boundary of Lots 6, 5, 4, acid 3, said Block 41 and said.Block 27A, sante being the east boundary of this tract,as follows: South 80°34'30" West, a distance of 89.00 feet,. South 09°25'30" East,. a distance of 132.00 feet;. South 80°34'30" West, .a distance of 130.00 feet; South 09°25'30' East, a distance of 312.20 feet; South 01°16'24". West, at 63.69 feet pass the southwest corner of said Lot 3, Block 4, and the northwest corner of Lot 1, Block 27B, .Padrc Island -Corpus Christi Island Fairway Estates, a neap of which is recorded in { Volume 47,"Pages 163 thru 165, Map Records of Names ' County, Tcosas, inall a total distance of 236.96 feet for a common corner of said Lot 1, Block 27B, aad.said Block 27A :and a collier of this tract; Thence, with the westerly boundary of Lot 1, Black.2713, sante being die easterly boundary of said Block 27A and of this tract, as follows: South 24°32'29" Bast, a distance of 314.16 feet; South 87°22`40" East; a distance of 44.36 feet; South 17°02'40" West, a distance of 1350.00 feet for the southeast corner of this tract; S:1 Surveying138808111201WN3 t3808hh201-i'ARK -DISTRICT A.75 AC.doc Fuge 1 of3 (361)854-3101 2725 SWANINER DR. • CORPUS CRt4S.TLTEXAS 78404 FAX. (361)854-6001 www.urboinnrtg,com TBPE Firm #145 Job No. 38808.8201 April 19, 2012 Park District A - 75,119 acres Thence, South 58°2341" West, with the south boundary of this tract, a distance of 147.91 feet for a comer of this tract; Thence, North 50059'09" West, continuing with the south boundary of this tract, a distance of 390.56 feet for the southwest corner of this tract; Thence, with the west boundary of this tract, a distanoe follows: North 05°19'27" East, a distance of 711.17 feet; North 02°47'20" East, a distance of 257.36 feet; North 11°30'08" West, a distance of 696.00 feet; North 75°21'49" West, a distance of 532,65 feet; North 04"50'17" East, a distance of 200.23 feet; North. 28°53'07" West, a distance of 1125.48 feet to the proposed south boundary of the 80 foot wide Aquarius Street re -alignment for the northwest corner of this tract; Thence, North 6918`32" East, with said south boundary of proposed 80 foot wide Aquarius Street, same being the north boundary of this tract, a distance of 684,61 feet for the point of curvature of a circular curve to the right which has a delta angle of 18°13'16", a radius of 330.00 feet, a tangent length of 52.92 feet and an arc length of 104.95 feet; Thence, with circular curve to the right, continuing said south boundary of proposed 80 foot wide Aquarius Street, same being the north boundary of this tract, and arc length of 104.95 feet for the end of this circular curve to the right, for the northeast corner of Lot 20, Block 34 and the northwest of Lot 21, Block 34, Island Fairway Estates, a trap of which is recorded in Volume 40, Pages 183 and 184, Map Records of Nieces County, Texas and for a corner of this tract; Thence, South 02°09'30" East, with the common boundary of said Lots 20 and 21, Block 34, same being the north boundary of this tract, a distance of 50,57 feet for the common corner of said Lots 20 and 21, Block 34 and said Mock 27A and for a corner of this tract; Thence, South 44°14'30" East, with the south boundary of Lot 21, said Block 34, same being the north boundary of said Block 27A and of this tract, a distance of 280.66 feet for a common corner of said Lot 21, Block 34 and said Block 27A and for a corner of this tract; Thence, South 88°42'30" East, with the south boundary of Lots 22 and 23, said Block 34, same being the north boundary of said Block 27A and of this trract, a distance of 401,33 feet for a cotnmon corner of said Lot 23, Block 34 and said Block 27A and for a corner of this tract; Thence, North 01°16'30" East, with the east boundary of said Lot 23, Block 34, same being the north boundary of said Block 27A and of this tract, a distance of 142.15 feet for the beginning of a circular curve to the left whose radius point bears North 07°41'08" East 506.86 feet and which has a delta angle of 06024'38", a radius of 506.86 feet, a tangent length of 28.38 feet and an are length of 56.71 feet; Thence, with said circular curve to the left, with the existing south boundary of Commodore's Cove, a 120 foot wide public roadway, same being the north boundary of said Block 27A and the north boundary of this tract, an arc length of 56.71 feet for the point of tangency; Thence, South 88°44'15" East, with the existing south boundary of Commodore's Cove, a 120 foot wide public roadway, same being the north boundary of said Block 27A and the north boundary of this tract, at 310.23 feet pass northeast corner of said Block 27A and the northwest comer of Block 41, island Fairway Estates, Blocks 41-42, a trap of which is recorded in Volume 42, Pages 16 and 17, lvlap Records of Nueces County, Texas and continuing South 88°44'15" East, with the existing south boundary of Commodore's Cove, a 120 foot wide public roadway, same being the north boundary of said Block 41 and of this tract, in all a total distance of 507,24 feet for the northeast corner of this tract and for the point of curvature of a circular curve to the right which has a delta angle of 90°00'00", a radius of 10.00 feet, a tangent length of 14.14 feet and an arc length. of 15.71 feet; S:iSurveying108B081T32U11FN358O8B2O1-PARK DISTRICT A-75AC.doc Page 2 of Job No. 38808,13201 April 19, 2012 Park District A - 75.119 acres Thence, with said circular carve to the right, with the northerly boundary of said Block 41 and of this tract, an are length of 15.71 feet to a point on the west boundary of Compass Street, a 60 foot wide public roadway, for the point of' tangency; Thence, South 01°16'30" West, with the west boundary of said Compass Street, same being the east boundary of said Block 41 and of this tract, a distance of 100.00 feet for the point of curvature of a circular curve to the left which has a delta angle of 10°57'52", a radius of 549.81 feet, a tangent length of 52.77 feet and an arc length of 105.21 feet; Thence, with said circular curve to the left, with the west boundary of said Compass Street, same being the east boundary of said dock 41 and of this tract, an arc length of 105.21 feet for the point of tangency; Thence, South 09°41'22" East, continuing with the west boundary of said Compass Street, same being the east boundary of said Block 41 and of this tract; a distance of 362.89 feet for the point of curvature of a circular curve to the right which has a delta angle of 10°57'52", a radius of 489.81 feet, a tangent length of 47.01 feet and an arc length of 93,73 feet; Thence, South 01°16'30" West, continuing with the west boundary of said Compass Street, same being the east boundary of said Block 41 and of this tract, a distance of 291.90 feet for the Point of Beginning and containing 75.119 acres of land, Description prepared from previous recorded plats and net from a current on the ground survey. No rnonuamentation was found or set at property corners unless otherwise noted. Bearings based on the recorded plat of Block 27A & 2713, Padre Island -Corpus Christi Island Fairway Estates, a map of which is recorded in Volume 46, Pages 208 tbru 210, Map Records of Nueces County, Texas. Unless this fieldnotes description, including preamble, seal and signature, appears in its entirety, in its original form, surveyor assumes no responsibility for its accuracy. AN ENGINEER". Ju: ' J. Salazar, R.P.L.S, License No. 4909 S:1SurveyingR388081B2011FN38808B201-PARK DISTRICT A-75AC,doc Page 3 of 3 lalartd Fairway Estates Black 278 Stocks 41-42 Padre Island–Carpus Christi Island Fairway Estates Vat. 42. Pgs. 16-17. Map 'Point of Beginning" Vol, 47, P. 163-165,, Records of Nueces County, Texas for £timate desesfpllon Records of Nuec o County. Texas re Island --Corpus Padre island Drive (State Highway 358) Island Fairway Estates "Paint of Carnrrtarcemeni" / Vol. 42, 45 and 46 .or 1�er.cte aescrigt;9n ` 9s 153^754. Map 11121311 18181381;1 ..1�_ Records of Nueces Texas 5 LINE SEARING 0 STANCE' LI 502'09'30"E 50.57' L2 501'16'30'W 100.00' 1..3 S06.41 '22"E 352-89' L4 S01'16'30"W 291.90' L5 N88'43'30'W 107.28' Le 580'34'30'W 89.00' L7 909'25'30*E 132.00' L8 580'34'301W 130.00' 1,9 509'25'30--E 312.20'l L10 SO1'15'24'W 235.95' Lt 1 524-32'29"E 314.15' L12 S8722'40 "E 44.36' #d05.3 9'27'E 713.17' NO2'47'20"E 257.36' Nri 40111111. r'3 N. 200.23' 'Padre Rte,°". q�,'°"�' 47.) ��� kstarad--Corpus Christi `_gs Of island Fairway Estates 7� \ Val. 40, Pgs. 154-150, Maps N��• Records of Nuetes County, Texas �0 fitY, SQA 8/ fltrot? o ®rtt� M t®Accor.. �Q3P;417triiiiiire° �� I:.�►'' .'4? . Fe:ideates - a 75.119 acre troat of lard; said 75.110 etre . •--ing aomprfaed of the Following 4th• c r 27A Padre Island--Corpuo Chrfati island Fairway Estates, a map of which is i c 46, Pages 208 thru 210. Map Retards of Nue= County, Terra Portion cf Lot 1, it.:::.',i� Ct:� " Mock 278, Padrn Island --Carpue Ctarteti Island Fairway Estates, o map of which is recorded in Volume of Block O . — ? 47. es 163 thru 165 of Nueces S. +y�4Qo' " 5. sfoci 44 and portions Map Records mrsf�„ Slcclf 43, County. To tate 9L sthey 13. mock 43, Lots +and 1..,., I '" cl' 1' 44,portions ai t 1, 2. 3,6. 7. and a. Biotic , o ns of Zarou Drive, Padre Esku,d--Corpus Christi Island Fairway Estates, a �• � , a4. a`�cts• O map of which is recorded in Warne 42, Pages 10 and 11, Map Records of )lases County, Tezas; y?Vs Q, -1,674,Block 26 Poch* Isis us Christi island Fairway Estates. a map of which is recorded in Valorise 40, c 4,- Paget 154 thru 156. Up eeords of Mures County. Tear Lots 7 thra 14, Block 41, Wad Fairway 0 /Texas a map of wt$ch is recorded in Volume 42, Pages t6 and 17, Mop Records of *ECM County. 8e Padre Island --Carpus Christi island Farrway Estates Block 3 Vol. 40, Pgs, 145-146, Map Records of Nueaes County, Texas CURVE DELTA ANGLE LRADIUS IrAMGENT ARC LENGTH ,01 18'13'16" 330-00' 152-92' 104.95' '02 6'24'38" 506.56' ';28.38' 56.71' 03 90`00'00" 10.00' 10.00' 15.77' 04 10'57'52" 549.81' 152.77' 105.21' 05 10'57'52" 489.81' 47.01' 93,73' 0 400 800 GR i IC.,4%ALE Park District A LIRBA DATE: Apr. 19, 2012 ENGINEERING JOB NO.:38 08.82.01 �CORPUS cs RIS17. TEXAS SHEET: 1 OF 1 SCALE: tb ra vvzsr m. sx cmc rr7ar DRAWN BY: DL HAIL. 4347) 5.-s OE £ (34 j 654-.5 i � tl t,� Morinc District • LOCATION MAP OF Marina District, Island Walk District, Park District k Park District B and Resort District i1A7E: APRIL, 20, 2012 ENGINEERINGJOB 38808.132.01 FPI.* CHRISTI. TEXAS i SHEET 1 OF 1 Fera Bo. r ms se. a aaisrt a' r ,,/ DRAWN SY: RLG moo f,561) ase—.nae fact (.t) r 5 ENGI:NEE.R:INO Park DistrictB. STATE OF TEXAS COUNTY OF NUCES Job. No. 38808.13201 April 19, 2012 Fieltlrtotes for an 80.528 acre iraet of land Out .of the following tracts of iand: Block.27A; Padre rsland•Cotpus Ciuisfi Island Fairway Estates, a.map of which is recorded in Volume 46, Pages 208 thru 210, Map Records of Nimes County, Texas; Portion of Block 26, Padre Island,Coirpus Christi Island. Fairway Fstates, a :neap of which is recorded. in Volume 40, Pages 1M flint 159; Map Records of Nueces County, Texas; Lots 15 0)111 21 and portions of Lots 14, 22.and .23, Block 43, portions of Lots 6 thru 9, Block 43, portions of Maracaibo Drive and Zaraza Drive; Padre island -Corpus Christi island Fairway Estates, a map of which is recorded in Volume 42, Pages 10 and 11; Map Records of Nneces• County,Texas; Portions of Lots 1 thru 7, Block 33, Padrelsland.corptts Christi island Fairway Estates, .a.map of which is. recorded in Volume 40, Pages 154 dull 159, Map Records of Nueces County, Texas; Beginning at a point on the east boundary of Dasrnarinas Drive, publicxoadway, forthe southwest comer of 11, Block 32, Padr4 ISland=Corpus Christi island Fairway Estates, a map of which is: recorded in Volume 40, Pages 154 filo 15.9, Map Records of Mims: County, Texasand for a. corner of said Block 27A and of this tract; Thence, with the common boundary of said Block.27A and said Block 32, same being the West boundary of this tract, as follows: North 81°54'02" East, a distance of 101.34 feet; South 88°43'30" East, a distance of 74.22 feet; South 73°44'29" East, a distance of 74.35 feet forum point oeu�atue of circular curve to Idea which has a:delta angle of 209°58'.02", a -radius of 170.00 feet, and an arc length of 622.99 feet; Thence, whit said,circirlar carve to the left, continuing with the common boundary of said Blodk:27A and strict Block 32, sante being the west boundary of this. tract; an arelength of 622.99 feet for the point of' tangency;. Thence, .continuing with the common boundary of said Mod 27A and said Block 32, sante beingthe west boundary of this tract, as. follows: South 76°1.779" West, a distance of 74,35 feet; NOM 88°43'30" West, a distance of 74.22 feet; North 79°21'02" West, a• distance of 101.34 feet to the aforementioned east boundary of Dasmarinas Drive fora common comer of said Block 27A and Lot 1, said. Block 32 for a corner of this -tract; Thence, North 01°16'30" Fast, with: the east boundary of said Dasmariaas Drive, Same being the west boundary of said akick 2.7A. and of this tract, a distance of 55;50 feet for a common corner of said Block 27A and Mod( 31A, Padre Island- Corpus.Cluisti Island Fairway Estates, a map of which is recorded in Volume 40, Pages 154 thru 159, wrap Records ofNueces County, Texas; S:Surveying438801M2011W'N38848f320 i -PARK DISTRICT D..80 AC. doe Pa0e,14:45 (341)854-3101 2726 sWANTNER DR. • CORPUS CHR151I„TEXAS 7.8404 FAX (36I)854-6001 wwwUri)do ng,com TBPE Finn .#145 Sob No. 38808.13201 April 19, 2012 Park District 13- 80.528 acres Thence, North 81°48'46" East, with the common boundary of said Block 27A and said Block 3IA, same being the west boundary of this tract, a distance of 121.65 feet; Thence, North 01°1610" East, continuing with the common boundary of said Block 27A and said Block 31A, same being the west boundary of this tract, a distance of 160.00 feet Thence, North 81°4846" East, with the common boundary of said Block 31A and said Block 27A, same being the west boundary of this tract, a distance of 121.65 feet; Thence, North 01'16'30" East, continuing with the common boundary of said Block 31A and said Block 27A, same being the west boundary of this tract, a distance of 160.00 feet for the point of curvature of a circular curve to the right which has a delta angle of 24°45'00", a radius of 1722.47 feet, a tangent distance of 377.92 feet and an are length of 744.05 feet; Thence, with said circular curve to the right, continuing with the common boundary of said Block 31A and said Block 27A, same being the west boundmy of this tract, an aro length of 744.05 feet for the end of this circular curve to the right and for the beginning of another circular curve to the right which has a delta angle of 15°08'06", a radius of 1435.64 feet, a tangent distance of 190,73 feet and an arc length of 379.23 feet; Thence, with said circular curve to the right, continuing with the common boundary of said Block 31A and said Block 27A, satrne being the west boundary of this tract, an arc length of 379.23 feet for the point of tangency; Thence, North 41°09'36" East, continuing with the common boundary of said 13Iock 31A and said Block 27A, same being the west boundary of this tract, a distance of 57.09 feet to the south boundary of Cram Royal DriVc, a 100 foot wide public roadway, for a conunon corner of said Block 31A and said Block 27A and for a corner of this tract; Thence, South 52°22'26" East, with the south boundary of said Crown Royal Drive, same being the westerly boundary of said Block 27A and of this tract, a distance of 293,48 feet for a common corner of said Block 27A and Block 30, Padre Island -Corpus Christi Island Fairway Estates, a map of which is recorded in Volume 40, Pages 181 and 182, Map Records of Nueces County, Texas sand for a comer of this tract; Thence, with the conation boundary of said Block 27A and said Block 30, same being the westerly boundary of this tract, as follows: South 37°37'34" West, a distance of 73.43 feet; South 16°00'00" West, a distance of 649.00 feet; South 29°30'00" .Bast, a distance of 400.00 feet; North 85°00'00" East, a distance of 135.00 feet; North 54000'00" East, a distance of 190,00 feet; North 04030'00" East, a distance of 220.00 feet; North 31'2W00" East, a distance of 460.00 feet; North 39°30'00" West, a distance of 115,00 feet for the beginning of a circular curve to the bit whose radius point bears North 39030'00" West 100,00 and which has a delta angle of 36°00'00", a radius of 100.00 feet, a tangent distance of 32.49 feet and an arc length of 62.83 feet; S:1,Surveyingl388081B2011FT138808f201.PARK DISTRICT D3.8OAC.doo Page 2 of5 Job No. 38808.8201 April 19, 2012 Park District B - 80.528 acres Thence, with circular curve to the left, continuing with the common boundary of said Block 27A. and said Block 30, same being the westerly boundary of this tract, an arc length of 62,83 feet for corner of this tract Thence, continuing with the common boundary of said Block 27A and said Block 30, same being the westerly boundary of this tract, as follows: South 751'30'00" East, a distance of 112.17 feet; North 31°20'00" East, a distance of 235,00 feet; North 23°18'30" West, a distance of' 259.40 feet; North 40°00'00" East, a distance of 225.00 feet; North 16°30'00" West, a distance of 220,00 feet; North 38030`00" West, a distance of 180.00 feet; North 87°00'00" West, a distance of 120.00 feet; South 52°00'00" West, a distance of 135.00 feet; South 31°00'00" West, a distance of 270.00 feet; South 24°30'00" West, a distance of 250,00 feet; South 37°37'34" West, a distance of 160.00 feet to the narthboundary of said Crown Royal Drive for a common corner of said Block 27A and saki Block 30 and for a corner of this tract; Thence, North 52°22'26" West, with the north boundary of said Crown Royal Drive, same being the westerly boundary of this tract, a distance of 229.43 feet for a common corner of said Block 27A and Block 29, Padre Island -Corpus Christi Island Fairway Estates, a neap of which is recorded in Volume 40, Pages 154 thru 159, Map Records of Nueees County, Texas, for a corner of this tract and for the beginning of a circular curve to the left whose radius point bears North 54°01'30" West 1735.64 feet and which has a delta angle of 09°57'00", a radius of 1735,64 feet, a tangent distance of 151,09 feet and an arc length of 301.41 feet; Thence, with said circular curve to the lett, along the comrtton boundary of said Block 27A and said Block 29, same being the westerly boundary (Adis tract, an arc length of 301.,41 feet for the end of this curve and for the beginning of another circular curve to the left which has a delta angle of 21°30'53", a radius of 1032.13 feet, a tangent distance of 196.09 feet and an are length of 387,57 feet; Thence, with said circular curve to the left, continuing along the common boundary of said Block 27A and said Block 29, same being tate westerly boundary (Willis tract, an are length of 387.57 feet for a common corner of said Block 27A and said Block 29 and for a corner of this tract; Thence, North 85°29'23" West, continuing along the common boundary of said Block 27A and said Block 29, same being the westerly boundary of this tract, a distance of 120.00 feet to the east boundary of said Dasmarinas Drive for a common corner of said Block 27A and said Block 29, for a corner of this tract and for the beginning of a circular curve to the left whose radius point bears North 85°29'23" West 912.13 feet, and which has a delta angle of 29'01`29", a radius of 912.13 feet, a tangent distance of 236.10 feet and an arc length of 462.06 feet; Thence, with said circular curve to the left, along the east boundary of said Dasmarinas Drive, same being the westerly boundary of this tract, an are length of 462.06 feet for the point of tangency and the beginning of another circular curve to the let which has a delta angle of 39°27'38", a radius of 617.67 feet, a tangent distance of 221.53 feet and an arc length of 425.40 feet; S:1Surveyingt388081132011FN38808B201-MA.RK DISTRICT 13.80AC.doo Page 3 of 5 .leb No. 3880&.B201 April 19, 2012 Park District 13- 80,528 acres Thence, with said circular curve to the left, continuing with the east boundary of said Dasmarinas Drive, same being the westerly boundary of said Block 27A and of this tract, an arc length of 425,40 feet for the point of tangency; Thence,. North 63°58'30" West, continuing with the east boundary of said Dasmarinas Drive, same being the westerly boundary of said Block 2'7A and of this tract, a distance of 515.00 feet for the northwest corner of this tract and for the point of curvature of a circular curve to the right which has a central angle of 8999'55", a radius of 15.00 feet, a tangent distance of 15.00 feet and an arc length of 23.56 feet; Thence, with said circular curve to the right, with the north boundary of this tract, an arc length of 23.56 feet to a point on the south boundary of proposed 80 foot wide Aquarius Street for the point of tangency; Thence, North 26°01'30" East, with the south boundary of proposed 80 foot wide Aquarius Street, same being the north boundary of this Mot, a distance of 290.98 feet for the point of curvature of a circular curve to the right which has a delta angle of 43"17'02", a radius of 330.00 feet, a tangent distance of 130.94 feet and an arc length of 249.30 feet; Thence, with said eircular curve to the right, continuing with the south boundary of proposed 80 foot wide Aquarius Street, sante being the north boundary of this tract, an arc length of 249.30 feet for the point of tangency; Thence, North 69°1$'32" East, with said south boundary of proposed 80 foot wide Aquarius Street, same being the north boundary of this tract, a distance of 385.50 feet for a corner of this tract; Thence, with the northerly boundary of this tract, as follows: South 28°53'07" East, a distance of 1125.48 feet; South 04°50'17" West, a distance of 200,23 feet; South 75°21`49" East, a distance of 532,65 feet for the northeast corner of this tract; Thence, with the east boundary of this tract, as follows; South 11°30'08" East, a distance of 696.00 feet; South 02°47'20" West, a distance of 257.36 feet; South 05°19'27" West, a distance of 961.17 feet; South 05°21'25" East, a distance of 163.50 feet; South 20°1142" West, a distance of 155.61 feet; South 75°41'27" West, a distance of 90.76 feet; South 88°11'47" West, a distance of 260.62 feet; South 13°5044" West, a distance of 833.29 feet; South 00037'27" West, a distance of 612.84 feet for the southeast comer of this tract; Thence, with the south boundary of this tract, as follows: North 89°01'05" West, a distance of 270.00 feet; North 0098'55" East, a distane° of 115.00 feet; North 89°01'05" West, a distance of 70.18 feet for the point of curvature of a circular curve to the right which has a delta angle of 90'17'35", a radius of 160.00 feet, a tangent distance of 160.82 feet and an arc length of 252.15 feet; 8:1Survoying138868IB2611FN38868826I-PARK DISTRICT B-86AC.doe Page 4 of 5 Job No. 38808.B201 April 19, 2012 Park District B w 80.528 acres Thence, with said circular curve to the right, continuing with the southerly boundary of this tract, an arc length of 252.15 feet for the point of tangency; Thence, North 01°16'30" East, continuing with the southerly boundary of this tract, a distance of 454.66 feet for the point of curvature of a circular curve to the left which has a delta angle of 90°00'00", a radius of 265,00 feet, a tangent distance of 265.00 feet and an arc length of 416.26 feet; Thence, with said circular curve to the left, continuing with the southerly boundary of this tract, an arc length of 416.26 feet for the point of tangency; Thence, North 88043'30" West, continuing with the southerly boundary of this tract, a distance of 320,61 feet to the east boundary of said Dasnlarinas Drive for the southwest corner of this tract; Thence, North 01°16'30" East, with the east boundary of said Dasnharinas Drive, same being the west boundary of said Block 27A and of this tract, a distance of 53.13 feet for the Point of Beginning and containing 80.528 acres of land. Description prepared from previous recorded plats and not from a current on the ground survey, No oaonumentation was found or set at property corners unless otherwise noted. Bearings based on the recorded plat of Block 27A & 2713, Padre Island -Corpus Christi Island Fairway Estates, a map of which is reeorded in Worm 46, Pages 208 Mtn 210, Map Records of Nueces County, Texas. Unless this fieldnotes description, including preamble, seal and signature, appears in its entirety, in its original form, surveyor assumes no responsibility for its accuracy. URBAN ENGINEERING 144111"60`1 Juan J. Salazar, RP.L.S. License No. 4909 S:1Surveying138808113261WN388o8B2o1-PARI( DISTRICT B-80AC.doc Page 3 of 5 LINE SEARING 01SL NCE 11 N8 r54'027 101.34' L2 568'43'30'E 74.22' 13 573'44'29"E 74.35' 14 l 576'17'299! 74.35' L5 N88'43'30V 74.22' L6 1179"21'02"W 102.34' 17 6631'36'30'E 55.50' 18 1481'49'467 121.65' 19 3V01'1634'E 160.00' L10 N41'09'397 57.08' LI 1 552'221.257 293.48' L12 53737'341' 73.43' L13 3'",6'00'08' ' 649.80' 114 529'30'00'E 400.00' L15 N85'00.007 135.00' 116 N54'00'007 190.80' 117 904'30'007 220.00' L18 €431'20'00'8 460.00' L19 N39'30'00'w 115.00' 124 575'30'00"8 142.17'! 121 N.31•20'007 235.00' 1.22 N23 -16'30"W 259.40' 123 4440'00'007 225.00' L24 N16'.33'00'W 220.00' ! 125 N38'30 00 18020 L28 N87'0000'W 120.00" 127 1 55200'00'W 13520' 128 i 531'00`00'61 270.00' 129 1 524'30"00'W 25020' 1.30 h ;37'37'3 160.40' 4_31 `r N52'22'2611, 229.43' 632 J N85'29"231v 120.00' 1.3.3 t N93'55'30'w 515.00' 1.34 N2.601 '307 290.98' 135 909'18.327 385.50' 147 soo'3727'w 912.84' Block 27A Padre bland -001'M Christi blond Fairway Estates Vol. 48, Pgs, 208-210, H.R.N.C.T. SO4'50' 17"W 200.23' SO2"47'20"W r 257.36' S0521'25"E 163.50' SD5' 19'27' W 961.17' CDRVE DELTA ANGLE RADIUS TAM E'fl' ARC LENGTH 01 209658'02" 170.00' --^-- 6.22.99' C2 24'45'00" 6722.47' 377.92' 744,05' C3 15'08'06" 1435.64' 190.73' 379.23' 04 136'0000" 100.00' 32.49' 62.83' 85 05'57'00" 1735.64' 151.09' 304.41' C6 21'30'53" .1032.13' 19629' 387.57' 87 89'59'55' 15.00' 15.00' 23.55' GS 43'77'72" 330.00' 130.94' 249.30' 89 90'17'35" 360,00' 180.52' 252.15' 3'20' 11'42"W 155.61' 265.00' 265.00' 416.26' 975'41'27*W 90,76' 13'. Padre island -Corpus Christi Island Fairway Estates Vol. 40, Pg oc145--146, Map 6' 44'y�, _ Records of Nueaes County, Texas 33,29. L47 Block 27A Padre island -Corpus Christi Island Fairway Estates Vol. 48, Pgs. 208-210, Mop Records of Nueces County. Texas A =29'01'29" R=912.13' T=236.10' L=462.06' . =39`27'38" R-617.57' L49 T=221.53' L501 L=425.40' 151 Sikse 152 6489'01'05'W N00'58'55'2 4489'01'05"W No G'30"E 4488'43'30"' 153 NO 116-30T 04:12 Cj 270.00' 115.00' 70,18' 454.66 320.61'1 53.13' Map to Accompany Padre Esiand-Corpus Island =re Falrway Peidnates for an 80.528 e tract of land out of the following Voce: Of lonaVol. 40, P 154- Rode 27A, Pcdre turd -Corpus Christi Island fairarcy Estates, a map of which Records of Nusces Estates 159, Map Courtly, Texas in recorded in Volume 46, Pages 206 thru 210, Map Records cif Nueces County, Tacos; Portion of Black 26, Padre 16otd-Carpus Christi !stand Fcuway Eototea. a mop of shish is recorded in Valame 40, Pogo 154 k1i 159, Map Racards •0 0 400 800of Nuecea County, Tenon Lacs 15 Neu 21 and por5cn Lots i 14. 22 rood 23, Rock 43, portions of lots 5 trim 9, Block 43, porDaas of Maracaibo Drive and Zarcxo Drive, Padre Island -Corpus Christi Ward Fairway &arte% o map of *hich is recorded in Volume 42, Pages 10 and 11. Map Records of Nuaces GRAPHIC SCALE County. Texaa7 sad Portions of Lata 1 thru 7, 'tock 33, Padre lekmd-Corpus 1" = 400 Christi Island Fairway Estates, a map of which is recorded in Volume 40. Pogea 454 thru 159. Mop Record of Hueco* County. Tema ortk caw er 1w5 ittr .s -lour: cam mai wit it L53 Dasmarinas Drive Pont"iof Beginning" for f416no14 descri2' Park District B DATE: Apr. 19, 2012 SCALE: 1"=400' ENGINEERING JOB NO.: 3880'.'2.01 cofzisus CliFIIsrl, TEXAS / SHEET: 1 4F 1 F 449 2525 s.� a s1 aux 43 �awc DRAWN BY: DL f37J 254-369! Fo'5 ('361) su-649 � ,�I f 170091:1D orztvE LOCATION MAP OF Marina District, Island Walk District, Park District A, Park District 13 and Resort District DA1E: AFRIL 20, 2012 ENGINEERING: R2di1 CORPUS cHRIsn. TEXAS SIFT: 1 OF /1� Frill Eagiusaorta vf7f6f(X } BY: RIX 92e RBAN ENGINEERING Island Walk District STATE, OF TEXAS . COUNTY OF NUECES .J Job No. 38808.820.1 April 18, 2012 Fleldnotcs fora 94.628acre tract of land; said 94,628 acre tract being comprised of the following tracts: a portion of Block 27A, 'Padre Island -Corpus Christi Island Fairway Estates, atinap ofwhack _is recorded in Volume 46, -Pages 208 thtu2141 Map Records ofNuueces County; Texas; a portion of. Lot "i, Block 271, Padre Island -Corpus Christi Island f airway Estates, a map of whioh is recorded in VOlume:41, Pages 163 dun 165,.Map Records of Nueces Cotrrtty; Texas; all of Lots 13: through 28Eand'Lot 15, Block 45, Padre Island- Corpus Christi, Island Fairway &states, Blcieks 43 and 46,-a. map ofwitich isrecorded in Velma 42, Pages 153 through 154, Map Records. of Nueces County, Texas; all of Lots 4 and .5, Block 3,, Padre Island - Corpus Christi Island .l airway Estates, Block 3, a map -of which is recorded in Volume 40, Pages 145 through 146, Map Records of nieces County, Texas;: all of Lets 1 through 5, Block 40,.Lots 1 through 10, Block 39, Lots 1 through. 11, Block 38, Lots 1 through 18, Block 37, Lots 1 through 3, S:through 13, portions of Lots 4 through 7, Block 33, :portion of Tr&sor Drive, Steed Drive and calypso Drive, all as Shown on the recorded plat of Padre Island -- Corpus Christi; Island Fairway Estates, a Map of which, is recorded in Volume 41, Pages 128 -through 129, Map Records of nieces County, Texas. 1303 -inning ata point (no monuinentation found onset) on the west bottndatyof Padre Island Drive (State I1igltway 358) for the northeast corner of Block 46, Padre Island -Corpus Christi lsland.Failway Estates, a map of which is recorded.in Volume 42,'ages 133 and 1.54; Map Records ofNueces County, Texas, for the southeast corner of said Block 27A and. for the acorner of this tract; Thence North 88°43'30" West, with the conation boundary of said. Block 27kand said:13lock 46, same being the east boundary of this tract, a distance of 262.59 feet for the point of curvature (no tinonumentation. found or set) of a circular curve turning to the left which has a delta angle of 61°00'00", a radius of 254:65 feet, a tangent length of 150.00 feet and an arc: length of 271.11 feet; Thence, with said circular crave to the left , continuingwith said common boundary of said Block. . 27A dtnd, said Block 46., same being the east boundary of this tract, an are ie'ngtli of 271.11 feet for the point of tangency (no tnonuiuerltation found or set); Thence, South 30°16'30" WeSt., .continuing with said Colinton boundary of said Block27A and Said .Block 46; sane' being the cast boundary oftlus tract, a distance of 258,55 feet for a corner of this tract; Thence;. South 59°43'30" Eastovith the cerumen boundary of Letts 12 :and 13,. said Mock 46, same being the easterly boundary of this tract, :a.distance of 3 80.00.feet to the west boundary of Netto Court; a.public.roadway, for a.coinmon corner of said sots 12 and 13 and for a corner of this tract; Thence, with theVvest boundary of said Netto Street, same being the easterly boundary of this tract, as .follows:. South 30'100" West, a distance of 695.87 feet; South 759.6':22" West,a distance of 28.29 foot; South 30°16'30" West, a distance of 100.00 feet; South 5.9°43'30" East., a distance of 110,00 feet to the east boundary of said Nemo Court; Thence, North 30°16'30" East, with the east boundary of said Nemo .Court, swine being the casteriy boundary of this tract, a distance of 46.01 foes for a common corner -of Lots 15 and 16, Block 45, Padre Island -Coypus Christi Island Fairway Estates and fora carte • of this tract; NASorveyingl38803\132011Fi i38..80gB2oi -ISLAND WAi K DIS'T'RICT -94. C:doo Pape t of 3 (361)854-3101 2725 SWANTNFR DR, a CORPUS CHRISTI,TEXAS 7.8404 FAX (361)854-.6001 www.urbanong,com TBPE Firm.#145 lob No, 38808,B201 April 19, 2012 Island Walk District — 94.628 acres Thence, South 59°43'30" East, with the common boundary of said Lots 15 and 16, same being the easterly boundary of this tract, a distance of 120.00 feet; Thence, South 31.12'43" East, continui g with the common boundary of said Lots 15 and 16, same being the easterly boundary of this tract, a distance of 165.81 feet; Thence, South 01°1610" West, continuing with the common boundary of said Lots 15 and 16, saute being the easterly boundary of this tract, a distance of 155.00 feet to the center of an existing Navigation Channel for a comer of this tract; Thera`, North 88°43'30" West, along the center of said Navigation channel, same being the easterly boundary of this tract, a distance of 423.58 .feet for the point of curvature of a circu ar curve to the left which has a delta angle 01 90°00'00", a radius of 140,00 feet, a tangent length of 140.00 feet and an are length of 219.91 feet; Thence, with circular curve to the left, continuing along the reenter of said Navigation channel, same being the easterly boundary of this tract, an arc length of 21991 feet for the point of tangency; Thence, South 01°16'30" West, continuing along the center of said Navigation ehannel, same being the easterly boundary of this tract, a distance of 645.00 feet to the north boundary of Whitecap Boulevard, a public roadway, for the southeast comer of this tract; Thence, North 88°43'30" West, with the north boundary of said Whitecap Boulevard, sari being the south boundary of this tract, a distance of 1915.00 feet to the intersection of said north boundary of Whitecap Boulevard with the east boundary oflDasmarinas Drive, a public roadway, for the southwest comer of this tract; Thence, North 01°16'30" East, with the east boundary of said Dasmarinas Drive, same being the west boundary of this tract, a distance of 470.00 feet for the point of curvature of a circndar curve to the right which has a delta angle of 08°03'24", a radius of 2637.98 feet, a tangent distance of 185.78 feet and an arc length of 370,94 feet; Thence, with said circular curve to the right, continuing with the east boundary of said Dasmarinas Drive, same being. the west boundary of this tract, an are length of 370.94 feet for the point of reverse curve of a circular curve to the left which has a delta angle of 08°02'56", a radius of 2430,34 feet, a tangent distance of 170.99 feet and an are length of 341,41 feet; Thence, with said circular curve to the lett, continuing with the east boundary of said fasrnarinas Drive, same being the west boundary of this tract, an arc length of 341.41 feet for the point of tangency; Thence, North 01°16'30" East, continuing with the east boundary of said Dasmarinnas Drive, same being the west boundary of this tract, a distance of 319.88 feet for a corner of this tract; Thence, with the westerly boundary of this tract, as follows: South 88°43'30" Bast, a distance of 320.61 feet for the point of curvature of a of circular curve to the right which has a delta angle of 90°00'00", a radius of 265.00 feet, a tangent distance of 265.00 feet and an arc length of 416.26 *et; Thence, with circular curve to the right, continuing with the westerly boundary of this tract, an are length of 416.26 feet for the point of tangency; S:\Survcyingl3880811320PPPN38848B2O1-JSLAND WALK DiST12JCT 94A.C.doa No 2 era Job No. 3880813201. April 19, 2012 Island Walk District -. 94,628 acres Thence, South 01°16'30" West, continuing withthe westerly boundary of this tract, a distance of 454.66 feet for the point of curvature of a of a circular curve to the left which has a delta angle of 90°17'35", a radius of 160.00 feet, a tangent distance of 160.82 feet and an arc length of 252.15 feet Thence, with said circular curve to the left, continuing with the westerly boundary of this tract, an arc length of 252.15 feet for the point of tangency; Thence, continuing with the west boundary of this tract, as follows: South 89°01'05" East, a distance of 70.18 feet; South 00°58'55" West, a distance of 115.00 feet; South 89°01'05" East, a distance of 270.00 feet; North 00°37'27" East, a distance of 612.84 feet; North 13°56'44" East, a distance of 833.29 feet; North 88°11'47" East, a distance of 260,62 feet; North 75°41127" East, a distance of 90,76 feet; North 20°11'42" East, a distance of 155.61 feet; North. 05°21'25" West, a distance of 163,50 feet; North 0519'27" East, a distance of 250.00 feet for the northwest corner of this tract Thence, South 50°59'09" East, with the north boundary of this traet, a distance of 360.56 feet; Thence, North 58°23'41" East, continuing with the north boundary of this tract, a distance of 147,91 feet; Thence, North 17°02'40" East, continuing with the north boundary of this tract, a distance of 1350.00 feet; Thence, with the westerly boundary of Lots 1, 2 and 3, Block 27B, Padre lslandCorpus Christi Island Fairway Estates, a map of which is recorded in Volunne 47, Pages 163 thru 165, Map Records of Nueoes county, Texas, same being the easterly boundary of said Block 27A and the northerly boundary of this tract, as follows: South 87°22'40" East, a distance of 60,36 feet; South 17°42'39" nasi, a distance of 285.11 feet; South 47.11'01" East, a distance of 288.22 feet to the west boundary of aforementioned South Padre Island Drive for the southeast comer of said Lot 3, Block 27B, for a comer of said Block 27A and for the northeast corner of this tract; Thence, South 01°1690" West, with the west boundary of said Padre Island Drive, same being the east boundary of said Block 27A and of this tract, a distance of 83L78 feet for the Point of Beginning and containing 94.628 acres of land. Description prepared from previous recorded plats and not from a current on the ground survey, No monumentation was found or set at property corners Curless otherwise noted. Bearings based on the recorded plat of Block 27A & 27B, Padre !stand -Corpus Christi Island Fairway Estates, a map of which is recorded in Volume 46, Pages 208 thru 210, Map Records of Nieces County, Texas. Unless this fieldnotes description, including preamble, seal and signature, appears in its entirety, in its original form, surveyor assumes no responsibility for its accuracy. License No. 4909 S:1Su veyingL388081F32U11FN388089201-ISLAND WALK ;�y4 .•.,, i~, Page of 3 800 Padre Isla- cop s oris!; iskrrld Fainray Estates Vol, 47, Pos. 163-165, Map Records of &aces County, Tacos GRA?WC SSE <�-i✓r � Nlli �Y�'.:�-mss_ �rL Padre Island Drive (State Highway 358) P �w �p"s c t3 Fairway Estates unning�" Blades ' and 46 "Point of Beg for fieldncte d a� Vol. 42. Pgs. 1'53'-i54, M p Reirenrdn of tkieces Cou Texas S01'16'30"W 831.78' L13 553'4330"E 120.00' 1.14. 53212'43`E 165.31' L15 501'16'30'V 155.00' 116 N88.43'30'W i 423.58' 120 N01.16'30"E 319.88' 121 588'43'30"E 320.61' L22 501.15'30'W 454.66' L23 589'09 05"E 70.18' 124 SOa'58'55'W 115.00- L25 S89'01'052 270.00' L25 600'37'27"E 512.84' LINE 8EJRIN0 I DtS7ANCE 11 5672240'E 80.36' L2 517-42'39"E 285.11' 13 54711'61-E 228.22 L5 N88'43'30'W 26259' 1.6 530'16'30V 258.55' 17 559'4-3'30"E 380.00' 1.9 575'16 221g 28.25' 110 S30':5'30W 100.00' L11 559'4330"E 110.00' L12 N30'16'30"E 44.01' Padre Island_FarrieryEstates Basta 45 and 46 VoL 42. Records of M 53-1 MEP aocmrt Tom \adreIslRock 27A and -Careers Christi Island Fairway Estates Vat, 46, Pgs. 208-210, Map Records of Nueces County, Texas N05' 19'27'E 250.00' N05'21'25"W 163.50' 94.628 Acres rr 7$56' N75'41'27"E 90.76' Padre Island -Corpus Christi Island Fairway Estates Block 3 Vol. 40, Pgs. 145-146, Map Records of llueces County. Texas 83z L26 L20 3 1401'16'30"E 470.0 Dasmarinas Drive 2 Ai - Mapi Map to Accompany Feldnotes far a 94.628 acre tract of land: said 94.625 acro tract teeing comprised of the following tracts: o portion of Slack 27A, Padre island -Corpus Christi island Fairway Estates. a map or which is recorded in Volume 46. 18 lode Padre Island -Carpus thru 0,M Rem, of Nunes County, 7oxcas a portion of Lot Christi intend Fairxay Estates„ a map of which is recorded in Volume 47, Pages 163 ts's 165. Hap Records of Nieces County. T4xo`o an of lots 13 through 28 and Lot 15. Elioak 45. Peds Island - Corpus Christi, Island Fairway Estates, elock5 45 and 46, a mop of 'which is recorded in Volume 42, Pages 953 through 154, flop Retards of Names County Texas; all at lots 4 and 5, Sods 3. Padre Island - Corpus Christ's Wood fairway Estates, Block 3. a mop of which is recorded in Volume 40, Pages 145 through 145. Map Records of Nueces County. Texas; oe of Let* 1 t mush 5, Slack 48, Lots 1 through 10, Block 39. tats 1 through 11, Block 38 Lots 1 through 18. Block 37, Lots 1 through 3. 8 through 13. portions of lets 4 through 7. Block 33, portion of T e'sor Drive, Steed arise and Calypso Drive. all as shown on the recorded plat of Padre island -- Carpue Ci*ristl. Island Fairway Estates, a map of reach i7 recorded in Volume 41, Pogas 126 through 124, Mop Records of Nueva: County, Texoe. Matchl'lne A' CURVE DELTA ANGLE RADIUS TANGENT ARC LENGTH C1 61"00'170" 254.65' ;150.00' 271.11' C2 90'00'00" 1400.00' 140.00' 219.91' C3 i08'03'24" 2537.95' 185.78' 370.94' C4 308'02'56" 2430.34' 170.99' 341.41' C5 190'00'00' 265.00' 265.00' 416.26' C6 190'17'35" 160.00' 160.82' 252.15' Island Walk District RATE: Apr. 19, 2012 SCALE, 1.=400' JOB NO.: 35808.82.01 ENGINEERING SHEET: 1 OF 1 CORPUS ingenue, TOGAS J DRAWN BY: 7OL URS 5. a m LS. U • • r Marina District IrADRG ISLAND CRIVE LOCATION _AMP OF Marina District, Island Walk District, Park District A, Park District B and Resort District DAME APRIL 20, 2012 ENGINEERING N CORPUS cx sn, TEXASJOB N0. 38808.2.011 smut,1 of 1 aris sa ams arca it f FitAYd�d B7 RLG t fel �s4-� Y six (. 1J as�-5 9� . URBAN ENGINEERING Rejort District STATE OF TEXAS COUNTY" OF-Nt7ECES ;lob Na. 38808,B261 April 18, .2012 Fieldnotes:for a 231;899" acre tract of -land (not based on:an on: the ground.sutvey) out. of Padre Island -Corpus Christi Commodore's Cove. Unit Two, a map of'Which is recorded. in Volume 38, :Pages 36 -through 44, Map Records of Nueces County, Texas; out of Block 22-R, Padre Island. --•Corpus. Christi Island Fairway Estates, a reap of vvlttch is recorded in Volutxze. 48, Page 19, Map Records of Nueces County, Texas,, out of Island fairway Estates, ;Blocks,34, 35 and 3h,.a tnapof which is recorded in. Volurite 46, Pages 10 and 184, MapRecords ofNneces County, Texas, and out of Padre Island Carpus Christi, Wand Fairway Estates, Blocks 43 and 44, a map of which is recorded in Volume 42; Pages 10 and 11, Map Records ofNueces County, Texas;: said 2.31.899 acre tract being more:folly described.as follows' Beginning -at the southwest subdivision eerner of said Padre Island -Corpus Christi Commodore's Cove Unit Two for the seed -West comcr:ofthis tract; Thence, I+Iortli26°27`14" East, along thewest boundary of'said of Padre Island -Corpus Christi Commodore's Cove Unit Two,same being the west boundary of this tract, a distance of 1942.87 feet for the beginning Oa circular curve 1011W left whose radius pointbears North 09628'56" East 1699.66 feet and iNltichllas a delta angle oI 102°05'17 , 2 rad its Of 1699.66 feet ; a tangent length of 2102.20 feet and an ate length of -3028.40 feet; Thence, With said eircutar curve to the left, leaving said 11 -rest subdivision, boundary and continuing along tiro west boundary of this tract, an arc let►gth.of 3028..40 feetto the common boundary of said Padre Island -Corpus Christi Commodore's Cove Unit Two and of Padre Island -Corpus Christi. Commodore's, Cove Uirit Ono, a neap of which is recorded in Volume 38, Pages 34.and 35, Map Records; of Nueces County, Texas -for the end of this circular carve tO :the Iet1: and :for .the northwest comer of this tract; Thence, North 81°29'51" East, with the common boundary of said Commodore's Cove Unit One and said Commodore's Cove Unit'1'wo,. same being the north boundary of this tract, a distance of 33...16 feet; Thence, North 08°30'00" West; continuing with the conunon:boundary of said Commodore's Cove Unit One and said Conunodore's .Cove Unit Two, same being. theazorth boundary of this tract, a distance of 15.00 feet; Thence, North: ,1°30'00" East, continuing with the coru►uon boundary of said C,ornntodore's Cove Unit Otteand said Commodore's Cove Unit Two, same bcing.the north boundary of this tract, a distance:of 605:00 feetfor the: beginning"of circular curve to the right whose radius point`bears South 08°:35'51" Past 165,5.4 feet and which has a delta angle of 3'4"40'02", with a radius of 165.54 feet, a tangent distance of 51.67 feet and an arc length of 100..16 feet; Thence, with -said circular curve to the right, continuing with the comzuon boundary of said Commodore's Cove Unit One and.. said Conungdore's .Cove:Unit Two, samebeing the north boundary of this tract, an arc length of 100.16 feet for the end of:titis circular curve td. the right; Thence, South 63°58'30" East, continuing:with the common boundaryof said Ctanunodorc's Cove Unit One and said Commodore's Cove Urit Two, same being the north boundary y of this tract, a distance of 3.00:02 feet to the south boundary of Dragonot Street, a 50 foot wide public roadway, . fora corner of this tract;. SASurveyirig1388081B2,O11M3880RA201-Rt8012T Ta1STRICT-231AC.doc Page 1 01 (361)1354-3101 2725.SWANTNER DR.. CORPUS CHR1ST1,TEXAS 78404 FAX (361)854-6001 www;urbaneng.com TBPE Firm #145 Job No. 38808.B201 April 18, 2012 Resort District - 231.899 acre tract Thence, South 26°01'30" West, leaving said common boundary and continuing along said south boundary of Dragonet Street, sante being the north boundary of this tract, a distance of 165.00 feet to the east boundary of Bello Drive, a 50 foot wide public roadway, for a corner of this tract; Thence, South 63°58'30" East, with tate east boundary of said Bello Drive, same being the north boundary of this tract, a distance of 355.00 feet to the east boundary of Aquarius Street, a 60 foot wide public roadway, for a corner of this tract; Thence, North 26°01'30" East, with the east boundary of said Aquarius Street, same being the northerly boundary of this tract, a distance of 155.00 feet for the point of curvature of a circular curve to the right which has a delta angle of 90°00'00", with a radius of 10.00 feet, a tangent distance of 10.00 feet and an arc length of 15.71 feet; Thence, with said circular curve to the right, an arc length of 15.71 feet for the point of tangency on the southerly boundary of Commodore's Drive, an 80 foot wide public roadway; Thence, South 63°5W30" East, with the southerly boundary of said Commodore's Drive, same being the north boundary of this tract, a distance of 512,27 feet for the point of curvature of circular curve to the right which has a delta angle of 44°19'25", a radius of 377.25 feet, n tangent distance of 153.66 feet and an arc length of 291.84 feet; Thence, ence, with said circular curve to the right, continuing with the south boundary of Conunodore's Drive, sarne being the north boundary of this tract, an arc length of 291.84 feet; Thence, South 19°13'30" East, continuing with the southerly boundary of said Commodore's Drive, same being the north boundary of this tract, a distance of 991.20 feet for the point of curvature of circular curve to the left which has a delta angle of 10°15'33", with a radius of 506.86 feet, a tangent distance of 45.50 feet and an are length of 90.76 feet; Thence, with said circular curve to the left, continuing with the southerly boundary of said Cotutnodore's Drive, same being the north boundary of this tract, an are length of 90.76 feet for the end of this circular curve to the left, for the northeast corner of this tract and for the beginning of a reverse curve turning to the right which has a delta angle of 864)57`28", with a radius of 20.00 feet, a tangent distance of 18.97 feet and an arc length of 30,35 feet; Thence, with said circular curve to the right, an arc length of 30.35 feet for the point of tangency on the west boundary of proposed Aquarius Street and for the beginning of another circular curve to the right which has a delta angle of 30°21'53", with a radius of 139,50 feet, a tangent distance of 37.86 feet and an are length of 73.93 feet; Thence, South 8705010" West, with said west boundary of proposed Aquarius Street, sante being the east boundary of this tract, a distance of 153.62 feet for the point of curvature of circular curve to the left which has a delta angle of 18°31'58", with a radius of 410,00 feet, a tangent distance of 66.89 feet and an are length of 132.62 feet; Thence, South 69°18'32" West, continuing with said west boundary of proposed Aquarius Street, same being the east boundary of this tract, a distance of 1070.11 feet to the point of curvature of a circular curve to the left which has a delta angle of 30°31'02", with a radius of 410.00 feet, a tangent distance of 111.84 feet and an arc length of 218.38 feet; Thence, with said circular curve to the left, continuing with said west boundary of proposed Aquarius Street, same being the east boundary of this tract, an arc length of 218.38 feet to the west boundary of existing Aquarius Street for a corner of this tract; Thence, South 26°01'30" West, with the west boundary of said existing Aquarius Street, a distance of 1456.54 feet to the intersection of said west boundary of Aquarius Street with the south boundary of Lucio Drive, 50 foot wide public roadway, for the southeast corner of this bract; S:1Surveying1388081132010438808B201-RESORT DISTRICT-231AC.doc Page 2 of 3 Job No. 38808.13201 April 18, 2012 Resort District - 231899 acre tract Thence, North 63°58'30" West, with the south boundary of said Lucio Drive, same being the common boundary of said Commodore's Cove Unit Two and Commodore's Pointe P.U.D 2 Unit 2, a map of which is recorded in Volume 65, Pages 87 and 88, Map Records of Nuecces County, Texas and same being the south boundary of this tract, a distance of 220.13 feet to a circular curve to the left which has a delta angle of 26°27'16", with a radius of 230.26 feet, a tangent distance of 54.12 feet and an are length of 106.32 feet; Thence, with circular curve to the left, continuing with said common boundary of said Commodore's Cove Unit Two and Commodore's Pointe P.U.D 2 Unit 2, same being the south boundary of Luclo Street and of this tract, an arc length of 106.32 feet for the point of tangency; Thence, South 89°34'14" West, continuing with said common boundary of said Commodore's Cove Unit Two and Commodore's Pointe P.U.D 2 Unit 2, same being the south boundary of Lucia Street and of this tract, a distance of 474.00 feet for the northwest corner of said Commodore's Pointe P.U.D 2 Unit 2 and for a corm of this tract; Thence, South 00°25'46" East, with the west boundary of said Commodore's Pointe P.U.D 2 Unit 2, same being the southerly boundary of this tract, a distance of 135.00 feet for a coiner of said Commodore's Pointe P.U.D 2 Unit 2 and of this tract; Thence, South 89°34'14" West, continuing with the southerly boundary of this tract, a distance of 263.50 feet; Thence, South 54°01'30" West, continuing with the southerly boundary of this tract, a distance of 162.50 feet; Thence, South 26°01'30" West, continuing with the southerly boundary of this tract, a distance of 413.09 feet; Thence, North 63°58'30" West, continuing with the southerly boundary of this tract a distance of 135.98 feet; Thence, South 26°01'30 West, continuing with the southerly boundary of this tract, a distance of 252.75 feet; Thence, North 63°32'46" West, continuing with the southerly boundary of this tract, a distance of 1590.75 feet to the Point of Beginning and containing 231.899 acres of land. Description prepared from recorded plats and previous surveys and not a current on the ground survey. No monuinentation was found or set at property corners unless otherwise noted. Bearings based on the recorded plat of Padre Island«Corpus Christi Commodore's Cove Unit Two, a map of which is recorded in Volume 38, Pages 36 thru 44, Map Records of Nueces County, Texas. Unless this fieldnotes description, including preamble, seal and signature, appears in its entirety, in its original form, surveyor assumes no responsibility for its accuracy. URBAN ENGINEERING ' rt-Qefroal Juan J. Salazar, R.P.L.S. License No. 4909 S:1Surveying138808113201tTN3880813201-RESORT D1S iRICT-23IAC.doc Page 3 of 3 Taint at -Begriming' N2677'14"E 1942.87 L15 3 7 2.31.899 Acres 526•01 30'W 1450;59` '• CURVE DELTA ANGLE ARC LENGTH RACIUS [TANGENT 01 102'08'17" 3028.40' 1699.56' 2102.20' 02 34'40'03" 100.16' {165.54' 51.67' 03 44'19'25" 291.84' 377.25' 153.65' 04 10'15'33' 90.75' 505.56' 45.50' C5 65'57'28" 30.35' 20.00' 18.97' 06 30'21'53' 73.93' 139.50' 37.56' 07 15'31'56' 132.52' 410.00' 66.89' C8 30'31'02" ;218.38' L14 410.00' 111.84' C9 26'27'16" 106.32' i 230.26' 54.12' 010 9000'00" 15.71' 110.00' 10.00' ,de" LINE BEARING DfSiANCE Li N81'29'51"E 33.16' L2 N08'30'00"W 15.00' L3 563'58'30"E 300.02' L4 526'01'30"W 165.Q0' L5 S63'58'30"E 355.00' L6 N26'01'30"E 155.0€' L7 53750'30"W 153.62' L8 N63'58'30"lit 220.13' L9 S89'34' 14"w 474.00' L10 50725'46"E 135.00' Li 1 S89`34'14 -"W 263.50' L12 S54'01'30'W 162.50' L13 526'01'30"W 413.09' L14 N63'58'30" W 135.96' L15 S26'01'30"W 252.75' C10 Map to Accompany J • Fear/notes for a 231.899 acre tract of land (not based on an on the Mtn ground surrey) out of Padre Elland -Corpus Ciuisd Cammodaro`s Cave COunit Two, a rnap of which is recorded in Volume 38, Paw 38 through 44, &lap Records of Humes Count/. Texas, out of 8ioeic 22-R. Padre island - orpus Ohsisti Wand Rdneay Estates, a rnop of which is s') recorded lin Volume 48, Page 19 lisp Records of Nunes Coordy, 'term, out of bond Fairway Estates, Black 34, 35 and 36, a mop of which to recorded {n Volume 40. Pages 183 and 184> Map Records of ed NUB=Courcy. Texas, and out of Padre Island - Corpus Cherfsti, island Fairway Estat s, Blocks 43 and 44, a map of which is recorded in Voiume 4Z Pages 10 and 11, Mop Records of Nuocss Cour*. Texas Resort Disci UFWAIst DATE: APRIL.19, 2012 ENGINEERING SCALE:600' JOB NO.::338808.62.01 CORPUS CHRISTI, TEXAS f $HEE: 1 Of 1 DRAM BY: RLG firm nor lis 2225 5' SiortnerS, Copx. CImeisk JX 78405 RIM' CS) 554-2101 Flex 1351)850-6254 g� 4; 111 Marina District PAW -C.' CLAN° DRN: ..LOATIONMAP OF Marina District, Island Walk District, Pork District A, Park District B and Resort District DA L 20; 2012 ENGINEERING SLAILN-111:478808.132.01 CORPUS CHRISTI, TEXAS f SHEET: 1 OF 1 '. tz, eu st'��, S DRAWN By: RL.G ROAN ENG INEERIN,G Marina District STATE .4.E TEXAS COUNTY OF NUEC]S Job No. 3880833240 April 18, 2012 Fieldnotes for a 91.587 acre tract of land; said 91..587 acre tract being out of the. following tracts: .a 2:3,07 acre tract; an 85.22 acre tract and a 49.89 acre tract out of Padre Island Nuraber 1, as shown on the vacating plat of Padre island Corpus Christi. Section H Unit 1 and Portions of Padre Island: No. 1, a map of which is recorded in Volume 52, Pages 60 through 62, .Map Records of Nueces. Cora ty, Texas, and out of a portion. of a 224.923 acre tract of landout of Tracts e. and D, Padre island No, 1; said 91.587acre tract being More fully described by metes and bounds as follows; :Beginning at a point (no tnonunrentation found or set) on the east boundary of Padre island Drive .(State Highway 358) for the southwest comer of this tract, from which point of beginning, the southwest corner of Lot 19A, Block22, Padre Island Number 1, a map of which is recorded in Volume 13, Pages 1 through 8, Map Records of Nueces County; Texas, same being the intersection of the north boundary of Whitecap Boulevard, public roadway,with the east boundary of said Padre Island Drive:.(State Highway 358) hears, -South 01°16.'30" West, a distance of 1337.62.feet; Thence, North 01°16'30" East, along said east boundary of Padre Island Drive (State Highway 358), a distance of 3362,00.fcet for the northwest corner (no I ionuincntation found or set) of this tract; Thence, South :88°43'30" East, along the north boundary of tllis tract, a distance of 690,52 feet for the northeast corner (no monumentation found or set) of this tract; Thence, along -the east. boundary of this tract as follows: South 52051159":East, a distance of -478.97 feet; South 019.5'15" West; a distance of 350,00 feet; South 43°44'45' East, a distance of 680.00 feet;. South 01°15'15" West, a distance of700 00 feet; South 46015'15" West, a distance of 741.52 feet; South 01415'15" West, a distance. of 801.04 feet for the southeast corner (no monumentatlon found of set) of this tract; Thence, along the south boundary of this tract, same being the northerly boundary of Padre Island — Corpus Christi, Cane Harbor Bay, a map of .which is recorded in Volume 49, Pages 5 and 6, Map Records. ofNueces County, Texas as follows: North 65°19'19" West, adistance of 188.29 South 73°40'26" West, a distance of 170:00 feet,• S:1Sutveying1388o8\1120111?N3880813201•MA1WA-91A0.doe Pagel of 2 (361)854-3101 2725 SWANTNFR DR, • CORPUS CHRISfl,TPXAS 78404 FAX (361)854-6001 www,urbaneng,corn TBPE Firm #145 Job No. 38803.14201 April 18, 2012 Marina District — 91.587 Acres South 25°22'02" West, a distance of 261.52 feet; Thence, North 89°40'25" West, a distance of 594.73 feet to the Point of Beginning and containing 91.587 acres of land. Description prepared from previous surveys and not a current on the ground survey. No moimmentatian was found or set at property corners unless otherwise noted. Bearings based on the recorded plat of Padre Island Number 1, a map of which is recorded in Volume 13, Pages 1 through 8, Map Records of Nueces County, Texas. Unless this freldnotes description, including preamble, seal and signature, appears in its entirety, in its original foam, surveyor assumes no responsibility for its accuracy. URBAN ENGINEERING ro /ddeba-% Juan J. Salazar, R.P.L.S. License No. 4909 3:18urveying1388081B2O RPM880813201-MARINA-91AC.doe Page 2 of/ 224.923 Anes out of Tracts C and C, Padre Island No. 1 S01'15'15"W 350.00' S01' 15'15" W 700. Vacating Pkat of Padre Island -- Corpus Christi Section H Unit 1 and Portion of Padre Island No. 1 Vol. 52, Pgs. 60--62, Map Records of Nueces County, Texas 91.587 Acres lat of Podre Istord� uacating a Christi Section H Unit 1 and Portions of Padre Island Na. 1 Vol. 52, Pgs. 60-62, Map Records of Nueces County, Texas N01' 16'30"E 3382.00' Padre Island Drive (State Highway 358) Map to Accompany S01'15'15"W 801.04' N651 1889.2'199''W 1 573"40`26'W 170.00' 525'22'02"W 261.52' Seldnotes for a 91.592 acre tract of lamb said 91.592 acre tract being out of the following tract= a 23.07 acre tract, en 85.22 acre tract and a 49.89 acre tract out of Padre island Number 1, as shown on the vacating plat of Padre island — Corpus Chrfs8 Section 11 Unit 1 and Portions of Parrs Island No. 1. a reap of which is recorded in Volume 52, Popes 60 through 62, flap Records of Names Cowdy. Texas, and out of a portion of a 224.523 acro Tract of land out of Tracts C and 0, Padre hand No. 1. Carus co' ne 49, Theis. 5-6, Mop 1. t89 ��ry.°, of 4i'�°s Harbor Boulevard 'Point of nning` for fieldnote description Vacating Plat of Padre island — Corpus Christi Section H Unit 1 and Portions of Padre /skald No. 1 Vol. 52. Pgs. 60-62. Map Records of Nueces County, Texas a ••s Avenue Padre island Number 1_ Va:1 113 Black 22 6, I Mop Records of Nueces County Texas `Igtm erca i!A cam curs amrn 501'16'30"W 1337.62' 400 0 400 800 GRAPHIC SCALE URBA Marina _District DATE: Apr. 19, 2012 ENGINEERING 40NO.: : 1y358e08.82.01 CORPUS CHRLST1, TEXAS} 5i'ltt.[: 1 of 1 Fir, No. 14.i, ms s.mtmr sa pyo Dai re INtw f DRAWN BY: XG aft& (X) 8:50-310f Ywr• - 60 854-6WI 5.1.5...00faaglgokatsatae[ 444MOSSN* G 0 03 0. Marina District • Jo. / „„sbrt " , !! I/ it 6 p6 LOCAMON MAP OF Marina District, Island Wolk District, Park District A, Park District B and Resort District LIFIBA N DATE APRIL 20. 2012 ENGINEERING 1SCAI.ENTS JOB NO.: 38808.B2.01 CORPUS CHRISTI. TEXAS SHEET: 1 0 1 Fn.& MS. 2723 St..• &rpm aat.: 78faf DRAWN By: RLG FfiCee (353; 851,5101 FiLt iNVIS4-50Cf SiSftwa264424Pi5t4i40,06433M16r1 METES & BOUND DESCRIPTION FOR PROPOSED TAX INCREMENT FINANCE DISTRICT A proposed Tax Increment f=inance District in the city limits of the City of Corpus Christi, located in Nueces County, Texas consisting of 1,930.30 acres, more or Tess, and more particularly described as follows; Beginning at a point, the intersection of the centerline of South Padre Island Drive (Park Road 22) and the present Nueces-Kieberg County line, for the southeasternmost corner of the tract herein described; Thence northwesterly along the present Nueces-Kleberg County line, to Its intersection with the centerline of Paimira Avenue, shown on plat of Padre island No. 1 in volume 13, pages 1 through 8, Nueces county, Texas, Map Records, for the southwesternmost corner of this tract; Thence northerly along the centerline of Paimira Avenue, to its intersection with the centerline of Avant! Avenue, shown on plat of Padre Island -- Corpus Christi, Section 4, in Volume 33, Pages 44 through 47, Nueces County, Texas, Map Records, for an inside corner of this tract; Thence westerly along the centerline of Avant! Avenue to its intersection with the southerly extenslon of the centerline of a 20 foot alley located east of and adjacent to Block 215 of said Padre island - Corpus Christi, Section 4, for an outside corner of this tract; Thence northerly with the centerline of said 20 -foot alley and its northerly extension, to a point on the centerline of Cruiser Street, for an outside corner of thiS tract; Thence easterly along the centerline of Cruiser Street, to its intersection with the southerly extension of the east line of Lot 15, Block 192, Padre island -- Corpus Christi, Section 4, for an Inside corner of this tract; Thence northerly with the east line of said Lot 15, Block 192, Padre island -- Corpus Christi, Section 4 and its northerly extension, to a point 40 feet north of the northeast corner of said Lot 15, for an Inside corner of this tract; Thence westerly and southerly along a line that is 40 feet northwest of and parallel to the northwest Zine of Block 192, Padre island - Corpus Christi, Section 4, to a point on the north right-of-way line of existing Whitecap Boulevard, for an outside corner of this tract; Thence westerly along the north right-of-way line of existing White Cap Boulevard, to the southwest corner of Block 27A, Padre island -- Corpus Christi, island Fairway Estates, shown on Plat of Record in Volume 46, Pages 208 through 210, Nueces County, Texas, Map Records, for an outside corner of this tract; Metes & Bound Description Page 2 Thence northerly along the west line of said Block 27A, Padre island - Corpus Christi, Island Fairway Estates, its curves and its angles, to a point on the south right-of- way ightof- way fine of existing Commodore's Drive, for an outside corner of this tract; Thence easterly along the south right-of-way line of existing Commodores Drive, to its intersection with the southerly extension of the centerline of a 100 -foot wide canal, located west of and adjacent to Blocks 508 thrdugh 511, Padre island -- Corpus Christi, Mariner's Cay, shown on Plat of Record in Volume 34, Pages 54 and 55, Nueces County; Texas, Map Records, for an inside corner of this tract; Thence northerly with the centerline of said 100 -foot wide canal and its northerly extension, to its Intersection with the centerline of another loo -foot wide canal, located north of and adjacent to Lot 4, Block 502, Padre Island - Corpus Christi, Mariner's Cay, shown on Plat of Record in Volume 39, Pages 164 and 165, Nueces County, Texas, Map Records, for an outside corner of this tract; Thence easterly with the centerline of said 100.foot wide canal, which Is located north of and adjacent to Lot 4, Block 502, Padre Island - Corpus Christi, Mariner's Cay, to its Intersection with the southerly extension of the east line of Lot 1, Block 85, Padre island - Corpus Christi, Mariner's Cay, shown on Plat of Record in Volume 34, Pages 54 and 55, Nueces County, Texas, Map Records, for an inside corner of this tract; Thence northerly with said east line of Lot 1, Block 85, Padre Island - Corpus Christi, Mariner's Cay, and Its northerly extension, to a point on the centerline of existing Jackflsh Avenue, for an Inside corner of this tract; Thence westerly along the centerline of said Jackfish Avenue, to a point on the centerline of existing Ambrosia Street, shown on plat of Padre Island - Corpus Christi, Section 3, in Volume 33, Pages 83 and 84, Nueces County, Texas, Map Records, for an outside corner of this tract; Thence northwesterly along the centerline of existing Ambrosia Street, to Its Intersection with the centerline of existing Aquarius Street, for an outside corner of this tract; Thence northerly along the centerline of said existing Aquarius Street, to its intersection with the southeasterly extension of the southwest line common to Lots 46 through 52, Block 72, Padre Island - Corpus Christi, Section 2, shown on Plat of Record in Volume 41, Page 187, Nueces County, Texas, Map Records, for an inside corner of this tract; Thence northwesterly with said southwest line common to Lots 46 through 52, Block 72, Padre island -- Corpus Christi, Section 2, to the west corner of said Lot 52, for an outside corner of this tract; Thence northeasterly with the northwest line of said Lot 52, Block 72, Padre Island Corpus Christi, Section 2, to.a point on the southwest right-of-way of existing South Padre Island Drive (Park Road 221 for the north corner of said Lot 52 and a corner of this tract; Metes & Bound DescriptEon Page S Thence northeasterly crossing said existing Soutn Padre Island Drive (Park Road 22), to a point, for the west corner of Block 1, Padre Island— Corpus Christi, Section 18, shown on Plat of Record in Volume 313, Pages 69 and 70, Nueces County, Texas, Map Records, and a corner of this tract; Thence northeasterly and southeasterly along the boundary line of said Block 1, Padre Island -- Corpus Christi, Section 18, to a pbint on the southeast line common to State Tracts 58 and 61, for an inside corner of this tract; Thence northeasterly along said southeast line common to State Tracts 58 and 61, to its intersection with a line that is 500 feet northeast of and parallel to the southwesterly shoreline of existing Packery Channel, for the northernmost corner of this tract; Thence southeasterly, along said line which Is 500 feet northeast of and parallel to the southwesterly shoreline of existing Packery Channel, to Its intersection with the northwesterly extension of the southwest line of a 280 -acre tract, more or less, now or formerly owned by Nueces County, Texas, described In Document No. 888926, Nueces County, Texas, Deed Records, for an Inside corner of this tract; Thence southeasterly with the southwest line of said 280 -acre tract and Its extensions, crossing State Highway 361 and continuing southeasterly to a point on the vegetation line near the shoreline of the Gulf of Mexico, for the east corner of this tract; Thence southwesterly, along said vegetation line, to a point on the southwest line of a 137.73 -acre tract, more or less, now or formerly owned by Eric C. Lower, described in Document No. 956588, Nueces County, Texas, Deed Records, for an inside corner of this tract; Thence southeasterly, with the southwest line of said 137.73 -acre tract, to a point on the shoreline of the Gulf of Mexico, for an outside corner of this tract; Thence southwesterly, along the meanders of the shoreline of the Gulf of Mexico, to its intersection with the easterly extension of the north right-of-way line of Beach Access Road No. 4, for an outside corner of this tract; Thence easterly, with the north right-of-way line of Beach Access Road No. 4 and Its extensions, to a point on the centerline of South Padre Island Drive (Park Road 221, for an inside corner of this tract; Thence southerly along the centerline of said South Padre Island Drive (Park Road 22), to Its Intersection with the present Nueces-Kleberg County line, for the point of beginning. Save and except 16.00 acres, more or less, described as Padre Island Corpus Christi, Cane Harbor Bay Subdivision, shown on plat of Record in volume 49, Pages 5 and 6, Nueces County, Texas, Map Records; And Metes & Bound Description Page 4 save and except 91.02 acres, more or Tess, consisting of Nueces County Park No. 2 (Packery Channel Park), a portion of Padre Island No. 1 Subdivision, all of Padre Island No. 2 Subdivision, and a portion of the Nicolas and Juan Jose Bali! Survey, Abstract No, 1998, located west of and adjacent to Playa Del Rey, and more particularly described as follows; Beginning at a point of the southwesterly shoreline of existing Packery Channel, a point of intersection with the easterly extension of the south line of Lot 16, Block 34, Padre island No. 1, shown on Plat of Record in Volume 13, Pages 1 through 8, Nueces County, Texas, Map Records, for the easternmost corner of this tract; Thence westerly with the south line of said Lot 16, Block 34, Padre Island No. 1 and Its extensions, to a point on a Zine that Is 120 feet west of and parallel to the west right-of- way line of existing Playa Del Rey, for a southwesterly outside corner of this tract; Thence northwesterly along said line which Is 120 feet west of and parallel to the west right-of-way line of existing Playa Del Rey and its northerly extension, to a point on the centerline of existing Verdemar Drive, shown on plat of Padre island No. 2, In volume 13, Page 28, Nueces County, Texas, Map Records, for an inside corner of this tract; Thence northwesterly along the centerline of said existing Verdemar Drive, to its Intersection with the centerline of existing sand Dollar Avenue (formerly Tortugas Avenue), for an outside corner of this tract; Thence northeasterly along the centerline of said existing Sand Dollar Avenue (formerly Tortugas Avenue), to Its Intersection with the southeast fine of Nueces county Park No. 2 (Packery Channel Park), for an inside corner of this tract; • Thence southwesterly along the southeast line of Nueces County Park No. 2 (Packery Channel Park), to a point on the northeast 'right-of•way line of existing South Padre Island Drive (Park Road 22), for an outside corner of this tract; Thence northwesterly along the northeast right-of-way Zine of said South Padre Island Drive (Park Road 22), to Its intersection with southeast line of Block 4, Padre Island - Corpus Christi, Section 18, shown no Plat of Record in volume 105, Page 57, Nueces County, Texas, Map Records, for the south corner of said Bieck 4 and an outside corner of this tract; Thence northeasterly along said southeast line of Block 4, Padre Island - Corpus Christi, Section 18, to its east corner thereof, for an Inside corner of this tract; Thence northwesterly along the northeast line of said Block 4, Padre Island Corpus Christi, Section 18, to Its north corner thereof, for a point on a line common to Block 2, Padre Island -• Corpus Christi, Section 18, shown on Plat of Record In Volume 38, Pages 69 and 70, Nueces County, Texas, Map Records, and Nueces County Park No. 2 (Packery Channel Park), and the west corner of this tract; Thence northeasterly with said Zine common to Biock 2, Padre Island - Corpus Christi, Section 18 and Nueces County Park No. 2 (Packery Channel Park), to a point on the southwesterly shoreline of existing Packery Channel, for the north corner of this tract; Metes & Bound oescrlptton Page 5 Thence southeasterly along the meanders of said southwesterly shoreline of existing Packery Channel, to Its intersection with the easterly extension of the south tine of Lot 16, Block 34, Padre !stand No. 1, for the point of beginning, (H; WQRIASHRREDIMETESITAXINCRX/S11 Padre Island Tax Increment Finance District yr �>inr/ 11. I I Ili 1 uviRr t1'if $€' EI �t�7(a,nt�i?l ))[Its. j j(�I t - - ... iJ1ISl1�}ti�'j15�155ii31,:3 JI. i if 'iJii��+11F,5"1 jq,1i 3 t t e7t [ff 311 0„3i i}t jJ tilEI l 11 tJt R; Jill] . `It t 1. t �rir) nu; . X11 Ifllipallln[ 1 ifl{II}t [11111 lrnl.lIlIIIII It # li* E1 ,L ld 3� � .11,n, LIIF(i 11 1 IPS f 8111 1 }tlliilllllll, �i4/1(3i=.tII�ll it1111!illlj'� t, ., , 01 ME [ 1 -3 ,Iil(Ilm' �il I l 1 -j! lull11a31r1,i, W6Iosi iit Iii „Flf> / alt it 1.i I-1�`5 4 t u.l t € \s`tlto-a\ il101 r, 1}'. 5 51 1 tLl- �ij � :V; �3 I 4�idlYlil�fl} ��F a.IjIvq,ad{sill 1 Ir lar Erl 1111..1/011,yri {1 f 7}11 7 '' � (tt e \ f ,7 J liirij�� h};EfGfi 1'illll1 I..I?:71JrrG9j4�?yix •,�?1 i Padre Seel / County Pali( >>V ! �tLtlrr syY ' r r,,1:1r;flsF Source: Department of Development Services Padre Island - Tax Increment Financing District Menlo r10 Mar 0 0.5 1 2 Miles City of Corpus Christi Development Services Prepared By: D, Hryant IX 1852 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of Feb. 10, 2015 Second Reading Ordinance for the City Council Meeting of Feb. 17, 2015 DATE: January 16, 2015 TO: Ronald L. Olson, City Manager FROM: Robert Rocha, Fire Chief rrocha@cctexas.com (361) 826-3932 Acceptance of a grant from the Coastal Bend Regional Advisory Council in the amount of $10,000 to support the Web Based Emergency Operations Center (WebEOC). CAPTION: Ordinance authorizing the City Manager or designee to accept a grant from the Coastal Bend Regional Advisory Council in the amount of $10,000 for the benefit of the City's WebEOC operations; and appropriating $10,000 from the Coastal Bend Regional Advisory Council into the No. 1062 Fire Grant Fund to purchase equipment, services, technical support, training and travel for the Corpus Christi Fire Department's WebEOC. PURPOSE: The grant will be used to support the WebEOC. BACKGROUND AND FINDINGS: The Coastal Bend Regional Advisory Council (RAC) has forwarded to the City a check as a grant in the amount of $10,000. This is a direct grant for the benefit of the City's WebEOC operations. No application was required. The Office of Emergency Management (EOC) will use the funds to purchase equipment, technical support, training and travel. This is the fifteenth year that the Coastal Bend Regional Advisory Council has distributed similar grants to the Corpus Christi Fire Department. These funds originate from the Texas Department of State Health Services and are routed to the Regional Advisory Council for distribution. ALTERNATIVES: If we don't accept the grant, we will have to seek alternative funding. OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Council approval of Ordinance to accept and appropriate grant funds. EMERGENCY / NON -EMERGENCY: Staff is requesting a non -emergency reading to this routine, non -controversial item. DEPARTMENTAL CLEARANCES: Legal Finance — Grants and Office of Management and Budget. FINANCIAL IMPACT: Operating Expense Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget 0 Encumbered / Expended Amount 0 This item $10,000 $10,000 BALANCE $10,000 unacs): Comments: None RECOMMENDATION: Staff recommends approval of this agenda item. LIST OF SUPPORTING DOCUMENTS: 1) Ordinance 2) Award Letter Ordinance Authorizing the City Manager or designee to accept a grant from the Coastal Bend Regional Advisory Council in the amount of $10,000 for the benefit of the City's WebEOC operations; and appropriating $10,000 from the Coastal Bend Regional Advisory Council into the No. 1062 Fire Grant Fund to purchase equipment, services, technical support, training, and travel for the Corpus Christi Fire Department's WebEOC BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to accept a grant from a grant from the Coastal Bend Regional Advisory Council in the amount of $10,000 for the benefit of the City's WebEOC operations. SECTION 2. That $10,000 is appropriated in the No. 1062 Fire Grant Fund to purchase equipment, services, technical support, training, and travel for the Corpus Christi Fire Department's WebEOC. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas That the foregoing ordinance was read for the second time and passed finally on this the day of , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas PASSED AND APPROVED, this the th day of ATTEST: Rebecca Huerta City Secretary Nelda Martinez Mayor C•&•R•A•G Coastal Bend Regional Advisory Council T S A — U P.O. Box 18460 Corpus Christi TX 78480 November 24, 2014 Fire Chief Robert Rocha City of Corpus Christi 2406 Leopard Corpus Christi TX 78408 Dear Chief Rocha, Please find enclosed check #341 2 in the amount of $10,000 from the Coastal Bend Regional Advisory Council as continued support of the City's WEBEOC project to purchase equipment, services, technical support and training. If you have any questions please do not hesitate to call. Hilary Watt Executive Director CBRAC TSA -U 361-939-7177 office AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of February 10, 2014 Second Reading Ordinance for the City Council Meeting of February 17, 2014 DATE: TO: January 2, 2015 Ronald L. Olson, City Manager FROM: Stacie Talbert Anaya, Acting Director StacieT@cctexas.com 361-826-3460 Amendment to the Permanent Art Trust Fund CAPTION: Ordinance amending the code of ordinances, City of Corpus Christi, Chapter 2 regarding Arts and Cultural Commission duties and the permanent art trust fund. PURPOSE: Update ordinance to reflect current duties of the Arts and Cultural Commission and clarify terms. Expand the uses of funds deposited to the Permanent Art Trust Fund to include selection, purchase, commissioning, placement, installation, exhibition, display, deaccessioning and conservation of permanent works of art. BACKGROUND AND FINDINGS: When the Permanent Art Trust Fund ordinance was established in 1982 there were only 8 works of art in the city's public art collection. The purpose of the ordinance was to provide a funding mechanism for the acquisition of permanent works of art for the city's collection. Through this funding process and the Public Art Program ordinance approved in 1987 the city's public art collection has increased to seventy- eight (78) works of art. The amendment to the permanent art trust fund ordinance will help to address the funding needs of a larger and older public art collection, as well as lays a foundation for future acquisitions. ALTERNATIVES: Do not approve the amendments to permanent art trust fund ordinance. OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: City Council must approve all amendments to ordinances. EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Legal, Parks and Recreation FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item 0.00 0.00 BALANCE 0.00 0.00 Fund(s): Community Enrichment Fund 4720 Comments: none RECOMMENDATION: Staff recommends that the Council approve the ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance Attachment A — Public Art Collection inventory AN ORDINANCE AMENDING THE CODE OF ORDINANCES, CITY OF CORPUS CHRISTI, CHAPTER 2 REGARDING ARTS AND CULTURAL COMMISSION DUTIES AND THE PERMANENT ART TRUST FUND. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That Section 2-107 of the City Code of Ordinances, regarding duties of the Corpus Christi Arts and Cultural Commission in relation to Bayfront Science Park, be deleted. Sec. 2-107. Duties as to Bayfront Science Park. The commission is specifically charged to study and evaluate thc activitics in and thc uscs made of the Bayfront Science Park. From time to time the commission, as a result of such study and evaluation, shall advise the city council and thc city managcr, on its own initiativc as well as upon request by the council or the city manager, concerning: (1) Planning the park's development for future activities and uses; (2) Improving the present and future coordination of operation and utilization of thc park as from recommendations for day to day administration. (Ord. No. 8288, § 7A, 12-21-1966; Ord. No. 9758, § 1, 5-20-1970; Ord. No. 17748, § 5(f), 7-27-1983) SECTION 2. That Section 2-108 of the City Code of Ordinances, regarding Permanent Art Trust Fund, be amended. The new language is show in underlined text and the deletions are shown in struck -through text as follows: "Sec. 2-108. Permanent art trust fund. A permanent art trust fund is hereby created for the purpose of providing public, and encouraging private, funding for the selection, acquisition, purchase, commissioning, placement, installation, exhibition, display, deaccessioning and conservation of permanent works of art. Prior to the beginning of each fiscal year, the arts and cultural municipal arts commission shall recommend to the city council an amount to be appropriated for Ordinance - 2-107 and 2-108 Amendment 2 contribution to the fund. At the end of each fiscal year, the remaining balance, if any, from the arts grants cultural projects activity in the hotel occupancy tax tourist and convention development fund shall automatically be transferred to the fund. Private contributions to the fund shall also be encouraged by the city council and the arts and cultural municipal arts commission. Disbursements from the fund for the selection, acquisition, purchase, commissioning, placement, installation, exhibition, display, or deaccessioning of permanent works of art shall be recommended by the arts and cultural municipal arts commission to the city council Disbursements from the fund shall be approved in accordance with City Charter provisions regarding approval of contracts. For purposes of this section, "pPermanent works of art" shall be defined as paintings, mural decorations, statues, sculpture, monuments, fountains or other structures or items of a permanent nature to be located within the public right-of-way or on public property. 'Conservation of permanent works of art' shall be defined as the preservation, repair, and/or stabilization of artworks." (Ord. No. 17289, § 1, 10-6-1982; Ord. No. 17724, § 1, 7-20-1983) SECTION 3. If for any reason any section, paragraph, subdivision, clause, phrase, word or provision of this ordinance shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, word or provision of this ordinance be given full force and effect for its purpose. SECTION 4. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2015, by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas That the foregoing ordinance was read for the second time and passed finally on this the day of , 2015, by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas PASSED AND APPROVED, this the day of , 2015. ATTEST: Rebecca Huerta City Secretary Nelda Martinez Mayor 3 Attachment A Public Art Collection 1914-2014 No. Artist Yr. Title of Art Location 1 Pompeo Coppini 1914 Queen of the Sea 600 N. Lower Broadway St. 2 Frank Olstowski 1961 The World of Stories Anita & W.T. Neyland Library 4444 Gollihar Street 3 Mary Carhart Hans 1961 The World of Writing 4444 Gollihar Street 4 Evelyn Plaza 1962 The World of Fantasy 4444 Gollihar Street 5 Jean Knapp 1962 The World of Adventure 4444 Gollihar Street 6 Bill Watson 1964 The World of Knowledge 4444 Gollihar Street 7 Craig Gibbs 1978 Aztec Wheel 101 N. Mesquite Street 8 Fernando Turegano 1980 Sea -Bird Harbor Playhouse Median @ Brewster Street 9 Rush Cole 1983 Corpus Christi, From the Beginning 1901 N. Shoreline Blvd. 10 Kent Ullberg 1983 Wind in the Sails 591 N. Shoreline Blvd. 11 Dr. Sherman Coleman 1984 Alonzo Alvarez de Pineda 2500 Anges Street 12 Wade(Buddy) Hopkins Tatum Jr. 1984 El Circo Del Mar 879 N. Shoreline Blvd. 13 William Wilhelmi Greg Reuter 1987 Return City Hall Atrium -1201 Leopard Street 14 Thomas Seawell 1988 EMPTY/Empty: (empty center) 1581 N. Chaparral St.-Galvan House 15 Benito Huerta 1988 Juarez 805 Comanche Street 16 Dee Wolff 1988 Two Paths 805 Comanche Street 17 Dee Wolff 1988 A Dream 805 Comanche Street 18 Danny O'Dowdy 1989 SunseekerMaquette 805 Comanche Street 19 Danny O'Dowdy 1989 Sunseeker 805 Comanche Street 20 Kent Ullberg 1990 Leaping Marlin SPID-Intracoastal Waterway Bridge 21 Malou Flato 1991 On Corpus Christi Bay Municipal Court Bldg -120 N. Chaparral Street 22 Don Redman 1991 Haley's Wing 1000 International Drive -CC International Airport 23 Damian Priour 1992 Portal Del Mar 1000 International Drive -CC International Airport 24 Judy Kracke Sutton Moore 1992 Ring of Time 4930 Elmhurst Street&Winrock Lane 25 Greg Reuter 1992 Melville's Moby Dick 4044 Greenwood Drive -Greenwood Library 26 Nanci Barnes 1992 Active Harmony 1651 Tarlton Street 27 Sherman Coleman M.D. 1992 The Friendship Monument Captain Blas Maria de la Garcia Falcon Shoreline Blvd. @ 100 Lawrence Street 28 Jesus Moroles 1992 Texas Stele 1201 Leopard Street -City Hall 29 Susan Furini 1993 Skyline Fire Station #1, 514 Belden Street 30 Amanda Jaffe 1995 Untitled 2900 St. Francisa(Waldron Park) 31 Amanda Jaffe 1995 Untitled 4699 Oso Pkwy(near children's area) 32 Nanci Barnes 1996 Untitled 4040 Greenwood Drive -Greenwood Sr. Ctr. 33 Nanci Barnes 1996 Untitled 3135 Swantner Street-Lindale Sr. Ctr. 34 Stephen Gambill 1996 Learning Tree 4444 Gollihar Street 35 Gilbert Rodriguez 1996 Corpus Christi Beach Mural 34499 Timon Blvd 36 Sandi Stein 1996 All That Jazz...ls a Tree of Life 1414 Martin Luther King Street-Oveal Williams Sr. Ctr. 37 Aloe Tile Works 1996 People Made These Tiles 1414 Martin Luther King Street-Oveal Williams Sr. Ctr. 38 Jill Pankey/Barry Brown 1997 Untitled Mural 1517 Winnebago Street Brooks Chapel Early Childhood Development 39 Aloe Tile Works 1997 Paseo De La Flor 600 N. Shoreline Drive 40 Wade(Buddy) Hopkins Tatum Jr. 1997 City of Corpus Christi Selena Memorial Mirador De La Flor 600 N. Shoreline Drive 41 Aloe Tile Works 1998 Swimmers at the Start, Basketball Players at the Net 3203 Cabaniss Pkwy -CC Gymnasium/Natatorium 42 Aloe Tile Works 1998 Music and Dance 2792 Sacky Street @ Richter Street 43 Aloe Tile Works 1998 Discovery Through Reading 3900 Ayers @ Roosevelt Street 44 Aloe Tile Works 1998 Creating Beauty and The Happy Life 3405 Surrey Street-Alamanza Park 45 Aloe Tile Works 1998 Decorations for the Dance 510 Osage -Zavala Sr. Ctr. 1 Attachment A Public Art Collection 1914-2014 No. Artist Yr. Title of Art Location 46 Dinah Bowman 2000 In The Throat of the Dragon 1581 N. Chaparral St.-Galvan House 47 Deborah Males 2001 Wildflower Dance 5325 Greely Street -Garden Sr. Ctr. 48 Walter Kravitz 2002 Sea(S)Well 3560 Brockhampton Street-Clotilde P. Garcia Public Library 49 Robert Perless 2002 Orion's Belt 1068 Shoreline Blvd. 50 Toni Lucario Ford 2002 Swimmer 1520 W. Shely Street-HEB Pool 51 Aloe Tile Works 2002 Sister City Peace Pole 1-37, between Mesquite&Chaparral Streets 52 Guy Morrow 2002 Untitled 9725 Up River Rd. -Northwest Sr. Ctr. 53 John Buck 2003 Wesffork 1600 block Chaparral Street -across from Heritage Park 54 James Surls 2003 Six and Seven Flowers 1900 N. Shoreline Blvd.-Watergarden area 55 Charmaine Locke 2003 Open Book 1901 N. Shoreline Blvd. -ABC 56 Michael Manjarris 2003 Aztlan 1500 block of Chaparral Street -across from Heritage Park 57 Luis Jimenez 2003 Southwest Pieta 1900 N. Shoreline Blvd. -ABC Plaza 58 Mel Chin 2003 Untitled History 1901 N. Shoreline Blvd. -ABC -outdoor area 59 Danny O'Dowdy 2003 Bromelious 1000 International Drive -CC International Airport 60 Shan Shan Sheng 2004 When the Sun Meets the Sea 1000 International Drive CC International Airport 61 William Wilhelmi 2005 Strike Force Four Fire Station #4,2338 Rodd Field Road 62 Michelle Smythe/Day Wheeler 2005 Classic Children's Story Books 805 Comanche -La Retama Central Library 63 Seth Vandable 2005 For the Love of the Game 734 E. Port-Whataburger Field 64 Kent Ullberg 2005 The Journey's End 14125 Jackfish Avenue-Ullberg Park 65 Kent Ullberg 2006 Windborne 14125 Jackfish Avenue-Ullberg Park 66 Greg Reuter 2006 Trace Remains 2629 Waldron Road -Janet Harte F. Library 67 Aloe Tile Works 2007 Wild Horse Desert/Nueces River Valley 3202 McKinzie Road Northwest Branch Library 68 Deborah Males 2008 Plein Air 100 Shoreline Drive/1581 N. Chaparral 69 Ricardo Ruiz 2008 Every Question is a Key 4444 Gollihar Street Anita and W.T. Neyland Library 70 Molly Merkle 2008 Air,Earth,Water 560 Brockhampton Street-Clotilde P. Garcia Public Library 71 Jack Gron/Greg Reuter 2008 Traces of Corpus Christi 100 Shoreline Drive -CC Art Center 72 James Hetherington 2009 The Flame Fire Station #17,6867 Yorktown Road 73 William Wilhelmi 2009 "More Snow for Kids: The True Story of the South Texas Miracle" 1230 Carmel Pkwy -Neyland Library 74 Jill Pankey 2010 City Hall - 3rd Floor Parks & Recreation 75 Sandi Stein (bench) 2010 Art Center of CC 100 Shoreline 76 Jack Gron 2013 Corpus Christi Shield Downtown Police Station 321 John Sartain St. 77 Wade(Buddy) Hopkins Tatum Jr. 2013 Wind Dancer Cole Park - Oleander Point 78 Lynda Jones 2014 `Protecting...Serving...Caring" Firestation #5 - Leopard St. 2 AGENDA MEMORANDUM First Reading Item for the City Council Meeting of February 10, 2015 Second Reading Item for the City Council Meeting of March 10, 2015 DATE: January 8, 2015 TO: Ronald L. Olson, City Manager FROM: Fred Segundo, Director of Aviation FredS@cctexas.com (361) 289-0171 ext. 1213 Authorize a three-year lease extension with Southwest Airlines and American Airlines for airline operations at Corpus Christi International Airport. CAPTION: Ordinance ratifying and authorizing the City Manager to execute first amendments to the lease agreements with Southwest Airlines and Envoy Air (formerly known as American Eagle Airlines) to extend the term of the leases; authorizing and accepting an assignment of the lease from Envoy Air to American Airlines; providing for an effective date; providing for severance; and providing for publication. PURPOSE: The 2009 Airline Use and Lease Agreement between Corpus Christi International Airport (CCIA) and Southwest, American Airlines, (American Eagle.) and United Airlines expired on July 31, 2014. The airlines are currently operating on the month-to-month provisions of the agreement until the negotiation of new terms. Southwest and American executed the term extension in December 2014. United Airlines is still reviewing the proposed extension and Airport Staff has recommended proceeding with the Southwest and American agreements. Upon United's execution of the amendment, the item will be brought to City Council for approval at a future date. This will not impact operations of the airlines. BACKGROUND AND FINDINGS: During Spring 2009, Airport Senior Staff along with Trillion Aviation ("Airport Team") successfully negotiated a five-year agreement with the three airlines serving CCIA. (Southwest, United formerly Continental and American Eagle). The five-year agreement reflected several modifications and terms that have benefited CCIA over the last few years. Following is brief recap of the major provisions of the agreement: • Reduction of barriers to New entries of Airlines • Restructured Agreement based upon contemporary terms and conditions • Revised Rates & Charges: less complex and more efficiently structured, incremental rent over term of the Agreement • Elimination for Convenience Termination Provision • Negotiated 5 year Agreement where industry norm was three or less • Incremental revenue goes to Department of Aviation for discretionary use and reserves The Airport Team discussed options to airline negotiations for a new agreement rather than an extension of the current agreement. CCIA has a favorable agreement both financially and for allowing new entrant service that in the current airline environment is being challenged by the legacy carriers, including those serving CCIA. Over the next few years, CCIA will continue to solicit additional service from the current carriers and from potential new entrants. As the airline environment balances its industry wide air service over the next couple years, CCIA will address a new agreement upon expiration of this extended term. ALTERNATIVES: Continue on a month-to-month basis until full negotiations are opened. Based on current industry issues detailed above, this alternative is not recommended. OTHER CONSIDERATIONS: Not Applicable EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal, Finance, Budget and Strategic Management FINANCIAL IMPACT: ❑ Operating ® Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $2,345,160 2,345,160 Encumbered / Expended Amount This item (additional revenue) 30,014 30,014 BALANCE $2,375,174 $2,375,174 Fund(s): Airport Fund - 4610 Comments: None RECOMMENDATION: Staff requests approval of amendments to the lease agreement as submitted. LIST OF SUPPORTING DOCUMENTS: Ordinance Southwest and American - Lease Amendments Airline Lease Extension — Executive Summary Southwest and American — Original Lease Agreements ORDINANCE Ratifying and authorizing the City Manager to execute first amendments to the lease agreements with Southwest Airlines and Envoy Air (formerly known as American Eagle Airlines) to extend the term of the leases; authorizing and accepting an assignment of the lease from Envoy Air to American Airlines; providing for an effective date; providing for severance; and providing for publication. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Council ratifies and authorizes the City Manager, or his designee, to execute first amendments to the existing Airline Use and Lease Agreements with Southwest Airlines and Envoy Air, Inc., formerly known as American Eagle Airlines, Inc., in order to extend the terms of each respective lease through September 30, 2017, in consideration of the pay- ment of fees. SECTION 2. Concurrent with the authorization to execute the first amendment to the Airline Use and Lease Agreement with Envoy Air, Inc., the City Council authorizes and accepts an assignment of the lease from Envoy Air, Inc., to American Airlines, Inc., for all intents and purposes as expressed in the lease and first amendment. SECTION 3. This ordinance is effective on the 61st day following final approval by the City Council, in compliance with the City Charter of the City of Corpus Christi. SECTION 4. If for any reason any section, paragraph, subdivision, clause, phrase, or word of this ordinance is held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, or word of this ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, or word of this ordinance be given full force and effect for its purpose. SECTION 5. Publication will be made in the official publication of the City of Corpus Christi, the costs of which are payable by each tenant, as required by the City Charter of the City of Corpus Christi. The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20, by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas The foregoing ordinance was read for the second time and passed finally on this the day of , 20, by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas PASSED AND APPROVED this the day of , 20 ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Nelda Martinez Mayor CRP — Airline Use and Lease Agreement Provisions Current Agreement Extension Amendment (modifications) Comments Agreement Term August 1, 2009 — July 31, 2014 (5 years) August 1, 2014 — September 30, 2017 (3 years, 2 months) 3 year extension (additional 2 months is due to City's fiscal year change) Payments Terminal rental rates fixed for each fiscal year (1.5% annual escalator) Landing fee subject to landed weight by airlines Terminal rental rates fixed for each fiscal year (3% annual escalator) Only change was percent of escalator. Terminal fee risk is on the airport. Landing fee risk is on the airlines. Other Fees Per turn fee methodology option included Provides fee structure most compatible for new entrant low cost carriers to serve with less than daily service. Currently a source of contention for the legacy airlines. Other relevant provisions Affiliate language so mainline carriers can serve with their flying partners Provides for airport discretionary funds Traditional 80/20 joint use formula Non -signatory fee of 125% Continued rent if airline leaves market Some provisions are common, but will be revised in a new, future agreement. Capital Improvements No Majority -in -Interest voting for airlines Airport can conduct capital projects without airline approvals. FIRST AMENDMENT TO THE AGREEMENT BETWEEN CITY AND ENVOY AIR, INC. AND ASSIGNMENT TO AMERICAN AIRLINES, INC. STATE OF TEXAS COUNTY OF NUECES This first amendment ("First Amendment") to the Airline Use and Lease Agreement ("Agreement") is made and entered into between the City of Corpus Christi ("City") and Envoy Air, Inc., formerly known as American Eagle Airlines, Inc. ("Airline"), as original parties to the Agreement, and, by execution of this First Amendment, the parties desire to formally recognize and approve the assignment of the Agreement from the Airline to its parent entity, American Airlines, Inc., for all intents and purposes under the Agreement and this First Amendment. WHEREAS, effective August 1, 2009, the City and the Airline entered into an Agreement for use of property and facilities at the Corpus Christi International Airport; WHEREAS, effective April 15, 2014, American Eagle Airlines, Inc., changed their corporate name to Envoy Air, Inc., WHEREAS, the parties desire to reinstate the Agreement, extend the term, and assign the Agreement to the Airline's parent corporation, American Airlines, Inc., pursuant to section 15.01.A. of the Agreement; and NOW, THEREFORE, the parties agree to the following amended terms and conditions: Section 1. The preamble of this instrument is incorporated by reference into the body of this First Amendment and given effect for all intents and purposes under the Agreement. By execution of this First Amendment, the Agreement is reinstated and is amended and assigned as set out in this instrument. Section 2. Article 3 of the Agreement is amended by changing the termination date to September 30, 2017. Section 3. With the consent of the City Council pursuant to the provisions of the City Charter and pursuant to section 15.01.A. of the Agreement and following the approval of the City Council to the First Amendment and execution of same by Envoy Air, Inc., the Agreement, as amended by this First Amendment, is to be assigned to the Airline's parent corporation, American Airlines, Inc., who as the assignee and succeeding holder, agrees to assume all liabilities, duties, and obligations set out in the Agreement and in this First Amendment and succeeds to the benefits provided under the Agreement and this First Amendment by binding execution of this First Amendment. Upon execution of same and final approval of the City Council, Envoy Air, Inc., as the former holder, is hereby released from all liabilities, duties, and obligations under the Agreement and First Amendment. Section 4. All other terms and conditions of the Agreement not changed by this First Amendment remain in full force and effect, and the succeeding parent corporation, American Airlines, Inc., ratifies and accepts the Agreement, as modified by this First Amendment, assuming all liabilities, duties, and obligations of the Agreement between the parties as if an original signatory party to the Agreement. EXECUTED IN TRIPLICATE ORIGINALS as of the dates set forth below: ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Ronald L. Olson City Secretary City Manager Date: Date: Approved as to legal form: Elizabeth Hundley Assistant City Attorney on behalf of the City Attorney ENVOY AIR, INC. (formerly known as AMERICAN EAGLE AIRLINES, INC.) tr Name: 1(\ k)\C,V_� Title: V P (1 ovpr){6 "L ) /° 3 Date: I. I{ `1 l l Ll (ASSIGNMENT OF AGREEMENT AND FIRST AMENDMENT FOLLOWS) Page 2 of 3 Following execution of this First Amendment, approval by the City Council, and by execution of the assignor and assignee below, the underlying Agreement, as amended by the First Amendment, is hereby assigned, following final approval of the City Council and publication of thls First Amendment, by Envoy Air, Inc., to American Airlines, Inc., as the parent corporation of Envoy Air, Inc. (such parent corporation now to be known as the "Airline" under the Agreement), and Is accepted by Airline and made effective for all Intents and purposes under the Agreement and the First Amendment: ENVOY AIR, INC. (former known as AMERICAN EAGLE AIRLINES, INC.), as assignor (--)/ e/(t Name: AiOn NO ( -53 Title: Up Capps -tom 2.ezd BSta—e—} Date: D\,( 616 Name: Title: Date: Page 3 of 3 FIRST AMENDMENT TO THE AGREEMENT BETWEEN CITY AND SOUTHWEST AIRLINES STATE OF TEXAS COUNTY OF NUECES This first amendment ("First Amendment") to the Airline Use and Lease Agreement ("Agreement") is made and entered into between the City of Corpus Christi ("City") and Southwest Airlines, Co. ("Airline"). WHEREAS, effective August 1, 2009, the City and Airline entered into the Agreement for use of property and facilities at the Corpus Christi International Airport; WHEREAS, the parties desire to extend the term of the Agreement; and NOW, THEREFORE, the parties agree to the following amended terms and conditions: Section 1. Article 3 of the Agreement is amended by changing the termination date to September 30, 2017. Section 2. All other terms and conditions of the Agreement not changed by this First Amendment remain in full force and effect. EXECUTED IN DUPLICATE ORIGINALS as of the dates set forth below. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Ronald L. Olson City Manager Date: Date: Approved as to legal form: Elizabeth Hundley Assistant City Attorney on behalf of the City Attorney SOUTHWEST AIRLINES, CO. Name: Bob Montgomery Title: Vice Preeiden(. Aired Affairs Date: t W/D/�7 Airline Use and Lease Agreement For Corpus Christi International Airport BY AND BETWEEN THE CITY OF CORPUS CHRISTI AND AMERICAN EAGLE AIRLINES, INC. AUGUST 1, 2009 TABLE OF CONTENTS Article Title Page 1. DEFINITIONS 2 2. EFFECTIVE DATE 8 2.01 Effective Date 8 2.02 Cancellation of Prior Agreements 8 3. TERM 8 4. PREMISES 8 4.01 AIRLINE's Leased Premises 8 4.02 Employee Parking 9 4.03 Federal Inspection Services 9 5. USE, OPERATION AND MAINTENANCE OF THE AIRPORT AND RELATED FACILITIES 9 5.01 AIRLINE Rights and Privileges 9 5.02 Exclusions and Reservations 12 5.03 CITY's Operation and Maintenance Obligations 16 5.04 AIRLINE's Operation and Maintenance Obligations 17 5.05 Designation of Operation and Maintenance Responsibilities 18 6. CAPITAL IMPROVEMENTS 19 6.01 General 19 6.02 Grants -In -Aid 19 7. RENTALS, FEES, AND CHARGES 19 7.01 Landing Fees 20 7.02 Terminal Rentals 20 7.03 Apron Fees 20 7.04 Joint Use Charges 20 7.05 Other Fees and Charges 21 7.06 Payments 22 7.07 Information to be Supplied by AIRLINE 23 7.08 Security for Payment 24 7.09 Passenger Facility Charge 25 7.10 Capitalized Interest on Bonds 26 7.11 Continuation of Rent 26 7.12 No Further Charges 26 Article Title Page 7.13 Charges for Service 27 8. CHANGES IN RATES FOR RENTALS, FEES, AND CHARGES 27 8.01 Annual Rate Changes 27 8.02 Other Rate Changes 28 8.03 Incorporation of Exhibit "G" 28 8.04 Settlement 28 8.05 CITY Covenants 29 9. AIRLINE IMPROVEMENTS 29 9.01 AIRLINE Improvements 29 10. DAMAGE QR DESTRUCTION 31 10.01 Partial Damage 31 10.02 Substantial Damage 31 10.03 Destruction 31 10.04 Damage Caused by AIRLINE 32 10.05 CITY's Responsibilities 32 11. INDEMNIFICATION AND INSURANCE 32 11.01 Indemnification 32 11.02 Insurance 33 11.03 Waiver of Subrogation 34 12. CANCELLATION BY CITY 35 12.01 Events of Default 35 12.02 Continuing Responsibilities of AIRLINE 36 12.03 CITY's Remedies 36 13.CANCELLATION BY AIRLINE 37 13.01 Events of Default 37 13.02 AIRLINE's Remedy 38 14. SURRENDER OF AIRLINE PREMISES 39 14.01 Surrender and Delivery 39 14.02 Removal of Property 39 14.03 Holding Over 39 15. ASSIGNMENT AND SUBLETTING AGREEMENTS 39 15.01 Assignment and Subletting by AIRLINE 39 16.AVAILABILITY OF ADEQUATE FACILITIES 41 Article The Page 16.01 Declaration of Intent 41 16.02 Accommodation of Requesting Airlines 41 17. GOVERNMENT INCLUSION 42 17.01 Government Agreements 42 17.02 Federal Government's Emergency Clause 43 17.03 Nondiscrimination 43 17.04 Security 44 18. GENERAL PROVISIONS 44 18.01 Subordination to Master Bond Ordinance 44 18.02 Non-waiver 45 18.03 Rights Non-Exclusive 45 18.04 Quiet Enjoyment 45 18.05 Performance 46 18.06 Aviation Rights 46 18.07 Rules and Regulations 46 18.08 Inspection 46 18.09 No Individual Liability 47 18.10 Relationship of Parties 47 18.11 Capacity to Execute 47 18.12 Savings 47 18.13 Successors and Assigns Bound 47 18.14 Incorporation of Exhibits 47 18.15 Titles 47 18.16 Severability 47 18.17 Amendments 47 18.18 Most Favored Nations 48 18.19 Other Agreements 48 18.20 Approvals 48 18.21 Notices 48 18.22 Agent for Service 49 18.23 Governing Law 49 18.24 Force Majeure 49 18.25 Entire Agreement 49 Exhibit LIST OF EXHIBITS Title Page A Airport Boundaries B AIRLINE'S Leased Premises C Terminal Layout D Designation of Responsibilities for Operation and Maintenance E Monthly Statistical Report F Terminal Equipment G Rates and Charges Model THIS AGREEMENT is made and entered into this day of , 2009, by and between the City of Corpus Christi, a municipal corporation and political subdivision of the State of Texas, hereinafter referred to as "CITY," and AMERICAN EAGLE AIRLINES, INC. a corporation organized and existing under the laws of the State of V /Q t/t X- and authorized to do business in the State of Te -,y 5 , hereinafter referred to as "AIRLINE." WITNESSETH: WHEREAS, CITY is the owner of the Corpus Christi International Airport, located in Corpus Christi, Texas, hereinafter referred to as the 'Airport"; WHEREAS, CITY is responsible for the operation, maintenance and improvement of the Airport; WHEREAS, CITY has the right to lease and license the use of property and facilities on the Airport and has full power and authority to enter into this Agreement in respect thereof; and WHEREAS, AIRLINE is a corporation primarily engaged in the business of scheduled transportation by air of persons, property, mail and/or cargo; and WHEREAS, AIRLINE desires to obtain certain rights, services and pdviile_oes inrnn= c—„on _ the use of the Airport and its facilities, and CITY is willing to grant and lease the same to AIRLINE upon the: -to f = and renditions hereinafter stated; and .�,��- 3z nom- the. intent _. ; ., ,- - � - into _ WV; I[`iiLT: -, il�v {i ii�.i[i Vi the Q[Efi+�+:i�ivi.:..7 i.`i CSi G[EC�x6rEr�6`- �`�.,`�-__--•�•��_�• _ — _E3�Y25 �55a �-E=�+�xseti.i 3i specify the rights and ob - at:on the parties respect ha 'W -�c�zt= o� the `t- ��' �z f and the _ - sed J . e ys i== °'ii�..r a of Nut [iv3 with [a.a-fc [v `- -- v�v.�`��€ �v� i �� � __ - _ _.. - -. � �a`�v s _ p-anc- --- --- _-- AIRLINE, - d '-fl'= -'ee' :er- -_ reYom.==== --_ =- = nd in . .� rig- ,- Sv,. _r 'd _. _ f the _ _ _- seta. arKi _ --�_� _-- _ a. eh" �-.i _�-� _ - P L1V-V, i � f 3aee aaii - iir consideration f�# rs L€-'�`€[ s Ji :3iuE€ c:al C_. 3 [. sees c.s,,U � �.�iFe i E Fs.f: s. _= u €�. z:E -+� € � and AIRLINE do hereby mutually undertake, promise and agree, each fur eIt a its ARTICLE 1: DEFINITIONS The following words, terms and phrases wherever used in this Agreement shall for the purposes of this Agreement have the following meanings: Affiliated Airline shall mean any regional airline that operates flights under the designator code of the Signatory Airline, as designated in writing by such Signatory Airline from time to time. AIRLINE may during the term of this Agreement cancel the designation of an Affiliate Airline with thirty (30) days written notice and will no longer be responsible for the any future obligations of that airline beyond the termination date. Agreement shall mean this Airline Use and Lease Agreement between CITY and AIRLINE, as the same may be amended or supplemented from time to time pursuant to the terms hereof. Air Transportation Company shall mean a company engaged in the business of scheduled or non-scheduled commercial transportation by air of persons, property, mail, and/or cargo. Air Transportation Business shall mean that business operated by AIRLINE at the Airport for the commercial transportation by air of persons, property, mail and/or cargo. Aircraft Parking Apron shall mean those parts of the Ramp Area immediately adjacent to the Terminal, as designated by the CITY, that are used for the parking of aircraft and support vehicles, and the loading and unloading of aircraft as shown on Exhibit C. Airfield shall mean the Landing Area and Ramp Area. AIRLINE shall mean the Scheduled Air Carrier executing this Agreement. Airport shall mean the Corpus Christi International Airport owned and operated by the CITY, the boundaries of which are more particularly shown on Exhibit "A," attached hereto, including all real property and easements, improvements and appurtenances thereto, structures, buildings, fixtures, machinery, equipment, vehicles, supplies and other tangible personal property, or interest in any of the foregoing, now or hereafter leased or acquired by CITY, less any thereof which may be consumed, sold or otherwise disposed of. Airport/Airline Affairs Committee (AAAC) shall mean collectively the authorized representatives of each Signatory Airline which shall meet or conduct conference calls from time to time with representatives of the Airport to receive information and provide input from the Signatory Airlines with regard to the planning, 2 development, operation and financing of the Airport. Airport Fund shall mean the Airport Operating Fund 4610 for the deposit of all Revenues and payment of all O&M Expenses and any capital expenditures allocated to this fund that are not fully or partially funded Federally, by the State of Texas, or locally.. Airport Requirement means, for any Fiscal Year, the CITY's estimate of the following: (1) Direct and indirect Operating and Maintenance Expenses; (2) Debt Service including coverage requirements but excluding Debt Service paid by other funds; (3) those net amounts funded through the Airport Discretionary Fund amortized over a projected useful life; (4) those amounts required to be deposited during the Fiscal Year to any fund created pursuant to the terms of the Master Bond Ordinance; (5) the net amount of any judgment or settlement arising out of or as a result of the ownership, operation, or maintenance of the Airport or any CITY -owned or operated Airport -related facility payable by the CITY during said Fiscal Year, including, but not limited to, the amount of any such judgment or settlement arising out of or as a result of any claim, action, proceeding or suit alleging a taking of property or an interest in property without just or adequate compensation, trespass, nuisance, property damage, personal injury, or any other claim, action, proceeding, or suit based upon or relative to any environmental impact resulting from the use of the Airport for the landing and taking off of aircraft; and (6) any and all other sums, amounts, charges, or requirements of CITY related to the Airport to be recovered, charged, set aside, expensed, or accounted for during such Fiscal Year under CITY's accounting system or this Agreement; provided, however, that the Airport Requirement shall not include any amounts included in (1) through (6) chargeable to a special facility, as a direct charge as a result of the terms of this Agreement, or a tenant improvement. Annual Capital Outlay means the Net Capital Cost of an improvement constructed or asset purchased or acquired from the CITY's Airport Discretionary Fund and designated by CITY as an Annual Capital Outlay for any Fiscal Year. Airport Discretionary Fund shall mean a reserve fund held by the CITY for the payment of Annual Capital Outlays, Capital Improvements for the Airport, or, at the Airport Director's sole discretion, terminal cost center shortfalls in the Airport Requirement. Aviation System shall mean all real property and easements, including improvements thereto, structures, buildings, fixtures, and other tangible personal property which are located on the Airport as of the Effective Date of this Agreement or which may be hereafter owned or operated by the CITY for 3 the operation or improvement of the Airport. The expenses and revenues associated with the development and operation of those properties or assets that are constructed on the Airport will not be included in the calculation of Airline rates and charges. BIDS shall mean Baggage Information Display System. Bonds shall mean any bonds or other financing instrument or obligation of the CITY, issued for the purposes of improving the Aviation System. Capital Improvement shall mean the Net Capital Cost to acquire, purchase or construct a single capital item or project from the CITY's Aviation Discretionary Reserve Fund for the purpose(s) of improving, maintaining, or developing the Aviation System including expenses for development, study, analysis, review or planning efforts with a cost more than $100,000. Cargo Area shall mean those areas of the Airport, as designated by the CITY, that are used primarily for commercial air cargo. Cost Centers shall mean those areas or functional activities of the Aviation System as set forth in Exhibit "G" attached hereto, grouped together for the purposes of accounting for Revenues, direct and indirect O&M Expenses, and Capital Charges. Debt Service shall mean that portion of the Principal and Interest due on debt obligations created by the Master Bond Ordinance No. 024163 and all other Airport debt obligations. Department of Homeland Security shall mean the department, or its successor, as established by the United States Federal Government to establish and administer transportation security requirements at the Airport. Deplaned Passenger shall mean any passenger disembarking from an Air Transportation Company aircraft at the Terminal. Director shall mean the Director of the Department of Aviation and shall include such person or persons as may from time to time be authorized in writing by CITY or by the Director or applicable law to act for the Director with respect to any or all matters pertaining to this Agreement. 4 Enplaned Passenger shall mean any passenger boarding an Air Transportation Company aircraft at the Terminal, including any such passenger that previously disembarked from any other aircraft of the same or a different Air Transportation Company or from the same aircraft, then operating under a different flight number. Exclusive Use Premises shall mean those areas assigned exclusively to AIRLINE for its use, as shown on Exhibit "B", attached hereto. FAA shall mean the Federal Aviation Administration, or its authorized successor(s). Fiscal Year shall mean the annual accounting period of CITY for its general accounting purposes which, at the time of entering into this Agreement, is the period of twelve consecutive months, beginning with the first day of August of any year. Joint Use Premises shall mean the baggage claim area, and associated baggage make-up space as shown on Exhibit B, attached, hereto, which all Airlines use and share in the cost for usage. Joint Use Charges Formula means that formula used to calculate the rates and charges for each category of Joint Use Premises which prorates twenty percent (20%) of the cost or expense of Joint Use Premises equally among all Airlines and their designated Affiliates, and eighty percent (80%) of the cost or expense among such Airlines based on each Airline's, including designated Affiliated Airlines, proportionate share of enplanements. Landing Area shall mean those portions of the Airport provided for the landing, taking off and taxiing of aircraft, including without limitation, approach and turning zones, navigation or other easements, runways, taxiways, runway and taxiway lights, and other appurtenances in connection therewith. Leased Premises shall mean collectively, AIRLINE's Exclusive Use Premises, Preferential Use Premises, and Joint Use Premises as shown on Exhibit "B" attached hereto. Maximum Gross Landed Weight shall mean the maximum certificated gross landing weight, as stated in AIRLINE's flight operations manual, at which each category of aircraft operated at the Airport by AIRLINE is certificated by the FAA. MUF1DS shall mean Multi -User Flight Information Display System. 5 Net Capital Cost means the aggregate cost of any Annual Capital Outlay or Capital Improvement less amounts used from the proceeds of: (i) Grants-in-Aid;(ii) PFCs; (iii) Bonds or other similar financing vehicles for which the Debt Service will not be paid from Rentals, Fees, and Charges; or (iv) Bonds for which the Debt Service is to be paid for by PFCs. Non -Signatory Airline shall mean any Air Transportation Company providing service at the Airport that has not signed this Agreement or a substantially similar agreement. Operating Reserve Fund shall mean Airport Operating Reserve Fund 4612 for the deposit of funds necessary to satisfy the Operating Reserve Requirement pursuant to the Master Bond Ordinance No. 024163 which shall mean for the current Fiscal Year, one-sixth (1/6) of the estimated total O&M Expenses for the current Fiscal Year as set forth in the current annual budget. Operation and Maintenance Expenses (sometimes abbreviated as "O&M Expenses") means, for any Fiscal Year, the costs incurred by the CITY in operating and maintaining the Airport during such Fiscal Year, either directly or indirectly, whether similar or dissimilar, which under generally accepted accounting principles, are properly chargeable as expenses to the Airport, including expenses allocated to the Airport by CITY in accordance with practices and procedures of the CITY in accordance with the adopted budget, as may be revised by the CITY, and taxes payable by CITY which may be lawfully imposed upon the Airport by entities other than the CITY. Per Use Charge shall mean the commensurate facility use charge in lieu of Exclusive Space rent and Joint Use charges assessed to Airline for the use of the baggage make up, Joint Use holdroom and associated apron, and baggage claim. Airlines who sign this Agreement may designate a per Use Charge alternative in the Premises section of Exhibit "G" for use of facilities on a Per Use Charge basis which will represent an equivalent value that will be established annually by the Lessee. if Airline chooses to operate under this Agreement under the Per Use Charge terms, the Airline will be required to pay in accordance with the terms outlined in Article 7. Preferential Use Premises shall mean those portions of the Terminal and Ramp Area assigned to AIRLINE, as shown on Exhibits "B" and "C", attached hereto, to which AIRLINE shall have priority over all other users, subject to the provisions of Article 16. Ramp Area shall mean the aircraft parking and maneuvering areas adjacent to the Terminal, and shall 6 include within its boundaries all Aircraft Parking Aprons and ground service equipment storage and staging as shown on Exhibit "C". Rentals, Fees, and Charges means the Rentals, Fees, and Charges payable by AIRLINE pursuant to Article 7. Revenue Landing shall mean any aircraft landing by AIRLINE at the Airport for which AIRLINE makes a charge or for which revenue is derived for the transportation by air of persons, property or mail, but Revenue Landings shall not include any landing of an aircraft which, after having taken off from Airport and without making a landing at any other airport, returns to land at Airport because of meteorological conditions, mechanical or operating causes, medical reasons, or any other reason of emergency or precaution. Revenues shall mean income accrued by the CITY in accordance with generally accepted accounting practices, including investment earnings, from or in connection with the ownership or operation of the Aviation System or any part thereof, or the leasing or use thereof but specifically excluding: (a) non- operating income (or receipts) from the sale of assets or insurance claims, (b) federal, state or local grants- in-aid or reimbursements, (c) PFCs, (d) one-time bonus payments from lessors. Scheduled Air Carrier shall mean any Air Transportation Company performing or desiring to perform, pursuant to published schedules, commercial air transportation services over specified routes to and from the Airport and holding the necessary authority from the appropriate Federal or state agencies to provide such transportation. Signatory Airline shall mean an Air Transportation Company that executed this Agreement, or a substantially similar agreement. The Signatory Airline executing the Agreement will be responsible for all payments due to Airport for its designated Affiliated Airlines. Term shall mean the period of time during which AIRLINE activities at the Airport shall be governed by this Agreement, except as otherwise set forth herein. Said Term shall begin on the Effective Date and, except as otherwise set forth herein, terminate on the date set forth in Article 3 or as otherwise provided herein. Terminal shall mean the airline passenger terminal building owned and operated by CITY at the Airport, as shown on Exhibit "C", attached hereto. 7 D. Included in AIRLINE's Leased Premises is Terminal Equipment as set forth in Exhibit "F" attached hereto and made a part hereof. Terminal Equipment owned or acquired by CITY for use by AIRLINE in AIRLINE's Leased Premises shall remain the property, maintained by CITY, and under the control, of CITY. 4.02 Employee Parking. CITY will make available area(s) at the Airport, in reasonable proximity to the terminal building, vehicular parking for personnel of AIRLINE employed at the Terminal, in conjunction with other Airport employees; provided, however, such area(s) shall not be used for the storage of vehicles or trailers. The CITY reserves the right to establish and charge a reasonable parking fee for ail Employee Parking. 4.03 Federal Inspection Services Areas. CITY may designate areas in the Terminal, or elsewhere on the Airport, to be used by agencies of the United States Government for the inspection of passengers and their baggage, and for the exercise of the responsibilities of said agencies with respect to the movement of persons and property to and from the United States. Such areas shall not be considered a part of the AIRLINE's Leased Premises. CITY reserves the right to establish a fee for use of the areas by AIRLINE. ARTICLE 5: USE, OPERATION AND MAINTENANCE OF THE AIRPORT AND RELATED FACILITIES 5.01 AIRLINE Rights and Privileges. Subject to the terms of this Agreement, AIRLINE shall have the right to conduct AIRLINE's Air Transportation Business at the Airport and to perform the following operations and functions as are reasonably necessary to the conduct of such business at the Airport: A. The landing, taking off, flying over, taxiing, towing, and conditioning of AIRLINE's aircraft and, in areas designated by CITY, the extended parking, servicing, loading or unloading, storage or maintenance of AIRLINE's aircraft and support equipment subject to Paragraphs 5.01F., 5.01G., and 5.02 C., to the availability of space, and to such reasonable charges and regulations as CITY may establish; provided, however, AIRLINE shall not permit the use of the Airfield by any aircraft operated or controlled by AIRLINE which exceeds the load bearing design strength or capability of the Airfield as described in the then -current FAA -approved Airport Layout Plan (ALP) or other engineering evaluations performed subsequent to the then -current ALP, including the then -current Airport Certification Manual. B. The sale of air transportation tickets and services, the processing of passengers and their baggage for air travel, and the sale, handling, and providing of mail, freight and express services. 9 Additional words and phrases used in this Agreement but not defined herein shall have their usual and customary meaning. ARTICLE 2: EFFECTIVE DATE 2.01 Effective Date. The Effective Date of this Agreement is August 1, 2009. 2.02 Cancellation of Prior Agreements. On the Effective Date, all existing Airport Use and Lease Agreements between AIRLINE and CITY shall terminate. ARTICLE 3: TERM This Agreement shall begin on the Effective Date set forth in Article 2 and shall terminate at midnight on July 31, 2014 subject to earlier termination as herein provided. ARTICLE 4: PREMISES 4.01 AIRLINE's Leased Premises. A. CITY does hereby lease and demise to AIRLINE, and AIRLINE does hereby lease and accept from CITY, Exclusive Use Premises, Preferential Use Premises, and Joint Use Premises (in the event such premises are created in the future and shown on a revised Exhibit "B") as set forth in Exhibit "C". B. Except as provided in 4.01.0 below, any changes to AIRL]NE's Exclusive Use Premises, made after approval and submission of "as -built" drawings, shall be evidenced by an amendment to this Agreement pursuant to Section 18.17. C. In the event that changes to Exhibit "B" are made to reflect changes in the leased premises of others, or to reflect other space changes not inconsistent with the provisions of this Agreement, then in such event said revised exhibits may be substituted herein without the necessity for amendment of this Agreement. 8 C. The training of personnel in the employ of or to be employed by AIRLINE and the testing of aircraft and other equipment being utilized at the Airport in the operation of AIRLIN E's Air Transportation Business; provided, however, said training and testing shall be incidental to the use of the Airport in the operation by AIRLINE of its Air Transportation Business and shall not unreasonably hamper or interfere with the use of the Airport and its facilities by others entitled to the use of same. The CITY reserves the right to restrict or prohibit such training and testing operations as it deems interferes with the use of the Airport. D. The sale, disposition or exchange of AIRLINE's aircraft, engines, accessories, gasoline, oil, grease, lubricants, fuel or other similar equipment or supplies; provided, however, AIRLINE shall not sell aviation fuels or propellants except (i) to such Air Transportation Company which is a successor company to AIRLINE, (ii) an Air Transportation Company which is a wholly owned subsidiary or designated Affiliated Airline of AIRLINE or (iii) when a comparable grade and type of fuel desired by others is not available at the Airport except from AIRLINE. AIRLINE may not sell, dispose of or exchange new or used gasoline, oil, greases, lubricants, fuel or other propellants unless disposed of in a manner meeting all local, state, and federal regulations for those products requiring disposal due to routine maintenance. E. The purchase at the Airport or elsewhere, of fuels, lubricants and any other supplies and services, from any person or company, shall be subject to Paragraph 5.0 D. and to the CITY's right to require that each provider of services and/or supplies to AIRLINE secures a permit from CITY to conduct such activity at the Airport, pays required fees, and abides by all reasonable rules and regulations established by CITY. No discriminatory limitations or restrictions shall be imposed by CITY that interfere with such purchases; provided, however, nothing herein shall be construed to permit AIRLINE to store aviation fuels at the Airport. The granting of the right to store aviation fuels shall be subject to the execution of a separate agreement between AIRLINE and CITY. F. The servicing by AIRLINE or its suppliers, of aircraft and other equipment being utilized at the Airport by AIRLINE on Preferential Use Premises gates and Aircraft Parking Aprons or such other locations as may be designated by the Director. G. The loading and unloading of persons, property, cargo, and mail by motor vehicles or other means of conveyance approved by CITY on the Preferential Use Premises Aircraft Parking Aprons or such other locations as may be designated by the Director and in compliance with the CITY's approved Airport Certification Manual which is kept on file in the Airport Director's office, H. The provision, either alone or in conjunction with other Scheduled Air Carriers or through a nominee, 10 of porter/skycap services and security services for the convenience of the public and passengers as allowed by 49 CFR Part 1544. The installation and maintenance, at AIRLINE's sole cost and expense, of identifying signs in AIRLINE' s Exclusive Use, Preferential Use Premises, and Joint Use Premises shall be subject to the prior written approval of the Director, however ail signage in place and previously approved by the Director as of the Effective Date, is hereby deemed approved. The general type and design of such signs shall be harmonious and in keeping with the pattern and decor of the Terminal areas. Nothing herein shall be deemed to prohibit AIRLINE's installation of identifying signs on the walls behind ticket counters and ticket lift counters in hold rooms as designated by the Director. J. The installation, maintenance and operation, at no cost to CITY, of such radio communication, computer, meteorological and aerial navigation equipment and facilities on AIRLINE' s Exclusive Use Premises as may be necessary for the operation of its Air Transportation Business; provided, however, that the location of such equipment and facilities, method of installation and type of equipment shall be subject to the prior written approval of the Director, which shall not be unreasonably withheld. CITY shall have the right to charge a reasonable fee, surcharge, or rental charge for any location outside of AIRLINE's Exclusive Use or Preferential Use Premises. CITY may disapprove or require modification, removal, or relocation of such equipment if it interferes with other communication, meteorological, or aerial navigation systems operated by CITY, other tenants, or governmental agencies. Upon abandonment or removal of any such system, AIRLINE shall restore the Premises to its original condition, normal wear and tear excepted. K. Such rights of way as may reasonably be required by AIRLINE for communications, computer equipment, telephone, interphone, conveyor systems and power and other transmission lines in areas not exclusively leased by AIRLINE, subject to the availability of space and/or ground areas as reasonably determined by the Director. All communication cables are to be installed in accordance with applicable building codes. Communication cable and internal electrical wires are the responsibility of the AIRLINE from the demarcation point and electrical wiring is the responsibility of the AIRLINE from the metered source. L. AIRLINE shall provide electronic flight arrival and departure information through CITY -installed and maintained MUFID and BID systems or by any other method to which AIRLINE and CITY agree. M. AIRLINE shall have the right to use, in common with others so authorized, the public address system serving the Terminal Building. AIRLINE shall not install, cause to be installed, or use any other public address system at the Terminal Building without the prior approval of CITY. The CITY reserves the right to 11 establish a charge for the use of such system. N. The installation of personal property, including furniture, furnishings, supplies, machinery, equipment, and electronic ticketing machines in AIRLINE's Exclusive Use Premises and Preferential Use Premises as AIRLINE may deem necessary or prudent for the operation of its Air Transportation Business. Title to such personal property shall remain with AIRLINE, subject to the provisions of this Agreement. 0. Ingress to and egress from the Airport and AIRLINE's Leased Premises for AIRLINE's officers, employees, agents and invitees, passengers, suppliers of materials, furnishers of services, aircraft, equipment, vehicles, machinery and other property. Such right shall be subject to 49 CFR Part 1542 Airport Security and all other applicable regulations and the CITY's right to establish rules and regulations governing (i) the general public, including AIRLINE's passengers, and, (ii) access to non-public areas at the Airport by AIRLINE's employees, suppliers of materials and furnisher of services; provided, however, any such rules and regulations of the CITY shall not unreasonably interfere with the operation of AIRLINE's Air Transportation Business. Further, CITY reserves the right to, from time to time, temporarily or permanently restrict the use of any roadway or other area at the Airport. In the event of such restrictions, and if necessary, CITY shall ensure the availability of a reasonably equivalent means of ingress and egress. CITY will consult with AIRLINE prior to any such closing which would adversely affect AIRLINE's operations at the Airport unless such closing is necessitated by circumstances which pose an immediate threat to the health or safety of persons using the Airport. AIRLINE hereby releases and discharges CITY, its successors and assigns, from any and all claims, demands or causes of action which AIRLINE may have arisen from the fact that such areas have been closed. P. The rights and privileges granted to AIRLINE pursuant to this Article 5 may be exercised on behalf of AIRLINE by other Signatory Airlines, designated Affiliated Airlines, or contractors authorized by CITY to provide such services at the Airport, subject to the prior written approval of CITY and further subject to all laws, rules, regulations and fees and charges as may be applicable to the activities undertaken. 5.02 Exclusions and Reservations. A. Nothing in this Article 5 shall be construed as authorizing AIRLINE to conduct any business separate and apart from the conduct of its Air Transportation Business at the Terminal. AIRLINE shall not use or permit the use of any portion of AIRLINE's Leased Premises for the purpose of selling, offering for sale, dispensing or providing any merchandise, product, services, or advertising that directly competes with an authorized Airport concession except for vending machines in the Airline's Exclusive Use Premises not 12 accessible to public and nothing contained herein is intended to or shall be construed to authorize or permit the AIRLINE to conduct any activity or to operate any direct or indirect business operation which in any manner competes with any authorized concession activity at the Airport without the prior written of approval of the Director and the payment to the CITY of concession fees. Any authorized third party handling contract is not considered a concession for the purpose of imposing a concession fee under the terms of this Agreement. B. AIRLINE shall not knowingly interfere or permit interference with the use, operation or maintenance of the Airport, including but not limited to, the effectiveness or accessibility of the drainage, sewerage, water, communications, fire protection, utility, electrical, or other systems installed or located from time to time at the Airport; and AIRLINE shall not engage in any activity prohibited by any future approved 14 CFR Part 150 program, or existing Noise Abatement Procedures or as such may be amended from time to time. C. As soon as possible after release from proper authorities, AIRLINE shall remove any of its disabled aircraft from the Landing Area and Ramp Area, shall place any such disabled aircraft only in such storage areas as may be designated by the Director, and shall store such disabled aircraft only upon such terms and conditions as may be established by the Director; provided, however, AIRLINE shall be requested to remove such disabled aircraft from AIRLINE' s preferentially leased Aircraft Parking Apron(s) only if deemed necessary in accordance with Article 16. In the event AIRLINE shall fail to remove any of its disabled aircraft as expeditiously as possible, the Director may, but shall not be obligated to, cause the removal of such disabled aircraft; provided however, the Director shall give AIRLINE prior notice of its intent to do so and provided further that the Director shall use reasonable efforts to remove such aircraft. AIRLINE shall pay to CITY, upon receipt of invoice, the costs incurred for such removal plus a fifteen percent (15%) administrative charge. D. AIRLINE shall not do or permit to be done anything, either by act or failure to act, that shall cause the cancellation or violation of the provisions, or any part thereof, of any policy of insurance for the Airport, or that shall cause a hazardous condition so as to increase the risks normally attendant upon operations permitted by this Agreement. If such AIRLINE act, or failure to act, shall cause cancellation of any policy, then AIRLINE shall immediately, upon notification by CITY, do whatever shall be necessary to cause reinstatement of said insurance. Furthermore, if AIRLINE shall do or permit to be done any act not permitted under this Agreement, or fail to do any act required under this Agreement, regardless of whether such act shall constitute a breach of this Agreement, which is the sole cause of an increase in the CITY's insurance premium for the Airport, AIRLINE shall immediately remedy such actions and pay the increase in premium associated with the act upon notice from CITY to do so and after a sixty (60) day period for AIRLINE to 13 contest the increase. E. CITY may, at its sole option, install or cause to be installed advertising and revenue generating devices, including vending machines, in Preferential Use or Joint Use Premises; provided, however, that such installations shall not unreasonably interfere with AIRLINE' s operations authorized hereunder or substantially diminish the square footage contained in Airline Preferential Use or Joint Use Premises. CITY may also, at its sole option, install pay telephones, facsimile machines, or other self-service traveler amenities in any part of the Terminal; provided, however, installation of such devices in Preferential Use Premises shall be with AIRLINE' s prior consent, which consent shall not unreasonably be withheld or delayed. CITY shall be entitled to all income generated by such telephones and devices and to reasonable access upon Airline Preferential Use and Joint Use Premises to install or service such telephones and devices. AIRLINE shall not be responsible for any maintenance of or liability arising from the installation, maintenance, or provision of any such services or devices. F. AIRLINE must comply with, and require its officers and employees and any other persons over whom it has control to comply with, such reasonable rules and regulations governing the use of Airport facilities pursuant to this Agreement as may from time to time be adopted and promulgated by CITY including, but not limited to, health, safety, environmental concerns, sanitation, and good order, and with such amendments, revisions, or extensions thereof as may from time to time be adopted and promulgated by CITY. AIRLINE will not do or authorize to be done anything, which may interfere with the effectiveness of the drainage and sewage system, water system, communications system, fire protection system, or other part of the utility, electrical or other systems installed or located from time to time at the Airport. G. AIRLINE must coordinate training flights and other nonscheduled flight activities into and out of Airport with the Director. If requested by CITY, AIRLINE must restrict all such activities to certain hours established by the Director so as to not interfere with scheduled flight activities of other Airlines using the Airport. H. AIRLINE must comply with all requirements of the Americans with Disabilities Act ("ADA"), as it may be amended, including without limitation paying for the cost of removing all barriers within AIRLINE's Exclusive Use and Preferential Use Premises, necessary to gain access to the AIRLINE's Exclusive Use and Preferential Use Premises. I. AIRLINE shall comply with all Department of Transportation requirements including 14 CFR 382.23(e) and 49 CFR 27.71, as may be amended with regard to the chair lift ("Lift") used to board 14 AIRLINE passengers with mobility impairment purchased by the Airport and intended to comply with all Department of Transportation requirements including 14 CFR 382.23(e) and 49 CFR 27.71, as may be amended. AIRLINE's operation and use of the Lift shall be on a joint use basis with other Airlines serving the Airport to enplane and deplane its passengers with mobility impairments and shall be subject to the following conditions and exceptions: 1) AIRLINE's aircraft is of a type and design that is compatible with the Lift so as to be used with applicable operational convenience and with the highest degree of safety. If AIRLINE elects to use aircraft incompatible with Airport's Lift, then AIRLINE is responsible for providing a compatible lift at its sole expense. 2) The Lift is available and is in a sound and operational condition. 3) All AIRLINE personnel operating the Lift are required to complete operator training specified by the Lift manufacturer for safe, proper, and efficient use of the Lift prior to use of the Lift. 4) If any maintenance, repair, or replacement work is caused by AIRLINE's negligence or inappropriate use of the Lift, AIRPORT shall be responsible for the repair and/or replacement of the Lift to the extent of the damage caused by AIRLINE's negligence or inappropriate use of the Lift and the full cost of any such repairs shall be invoiced to AIRLINE and due and payable immediately, plus a fifteen percent (15%) administrative charge. . a) It is AIRLINE's sole responsibility to enplane and deplane its passengers with mobility impairments and shall hold CITY harmless for all activities associated with such the enplanement or deplanement, and AIRLINE may use Airport's Lift to meet that responsibility. b) It is AIRLINE's obligation to notify the Director of any needed repairs to the Lift immediately upon discovery of such need. c) CITY shall conduct regular preventative maintenance to the lift so as to keep it in good working order. Any necessary repairs to or replacement of the Lift shall be the Airport's responsibility, unless damage is caused by AIRLINE's negligence or inappropriate use of the Lift. J. AIRLINE may use Terminal Equipment as shown in Exhibit "F" within AIRLINE's Leased Premises. AIRLINE shall ensure that those personnel involved in the use of Terminal Equipment are 15 properly trained in the use and operation of the devices in a safe manner and that only those trained AIRLINE personnel use and operate the Terminal Equipment. Except to the extent prevented by Texas' Workers' Compensation law, AIRLINE shall indemnify CITY from any and all claims for damages made against CITY due to injury, death, or damage to persons or property resulting from use of Terminal Equipment by AIRLINE, its agents, employees, or officers. Airport shall conduct regular maintenance to the Terminal Equipment so as to keep it in good working order. Any necessary repairs to or replacement of the Terminal Equipment shall be the Airport's responsibility unless damage is caused by AIRL1NE's negligence or inappropriate use of the Terminal Equipment in which event AIRLINE must repair or replace the Terminal Equipment at its expense. K. The rights and privileges granted AIRLINE pursuant to this Article 5 shall be subject to any and all reasonable rules and regulations established by CITY and to the provisions of Article 7. L. Any and all rights and privileges not specifically granted to AIRLINE for its use of and operations at the Airport pursuant to this Agreement are hereby reserved for and to CITY. 5.03 CITY's Operation and Maintenance Obligations. A. CITY shall with reasonable diligence, prudently develop, improve, and at all times maintain and operate the Aviation System with adequate qualified personnel and keep the Aviation System in good repair, unless such maintenance, operation or repair shall be AIRLINE s obligation pursuant to Exhibit "D" 13. CITY shall use reasonable efforts to keep the Aviation System and its aerial approaches free from ground obstruction for the safe and proper use thereof by AIRLINE. C. CITY shall not be liable to AIRLINE for temporary failure to furnish all or any of such services to be provided in accordance with Exhibit "D" when due to mechanical breakdown or any other cause beyond the reasonable control of CITY. CITY shall use commercially reasonable efforts to i) Ensure the good repair of the Aviation System and the services described in Exhibit "D"; and ii) Eliminate a failure thereof in order to minimize the effect to AIRLINE as soon as possible. D. CITY shall maintain CITY owned passenger loading bridges located on Preferential Use Premises Aircraft Parking Apron (s) and the MUFIDS/BIDS provided by CITY for AIRLINE's use. 16 E. CITY shall use funds within the Airport Discretionary Fund to pay for local share of Annual Capital Outlays and Capital Improvements. 5.04 AIRLINE's Operation and Maintenance Obligations. A. AIRLINE shall, at all times and at its own expense, preserve and keep AIRLINE's Exclusive Use Premises in an orderly, clean, neat and sanitary condition pursuant to Exhibit "D." B. AIRLINE shall keep at its own expense its Preferential Use Aircraft Parking Apron(s) as reasonably free as possible of fuel, oil and debris. AIRLINE agrees to comply with all applicable environmental laws, rules, regulations, orders and/or permits applicable to AIRLINE's operations on or in the vicinity of the Airport, including but not limited to applicable National Pollutant Discharge Elimination System Permits and all applicable laws relating to the use, storage, generation, treatment, transportation, and/or disposal of hazardous or regulated substances. If AIRLINE determines at any time through any means that any threat of any potential harm to the environment, including but not limited to any release, discharge, spill, or deposit of any hazardous or regulated substance, has occurred oris occurring which in any way affects or threatens to affect the Airport, or the persons, structures, equipment, or other property thereon, AIRLINE must notify immediately by verbal report in person or by telephone, to be promptly confirmed in writing, (1) the Director, (2) the Airport's Public Safety Office, and (3) Emergency response centers and environmental or regulatory agencies, as required by law or regulation, and must follow such verbal report with written report as required by law. AIRLINE agrees to cooperate fully with the CITY in promptly responding to, reporting, and remedying any threat of potential harm to the environment, including without limitation any release or threat of release of hazardous or regulated substance into the drainage systems, soils, ground water, waters, or atmosphere, in accordance with applicable law or as authorized or approved by arty federal, state, or local agency having authority over environmental matters. AIRLINE will undertake all required remediation and all costs associated therewith, for AIRLINE's action or inaction which is directly or indirectly responsible for any failure of the AIRLINE to materially conform to all applicable environmental laws, rules, regulations, orders and/or permits. The rights and obligations set forth in this paragraph survive the termination of this Agreement. C. CITY shall maintain the Heating Ventilation and Air Conditioning system from the supply point which is the point at which the supply enters the AIRLINE's Exclusive Use and Preferential Use Premises and continuing throughout the Airline's Exclusive Use Premises and Preferential Use Premises. AIRLINE must maintain electric loads within the designed capacity of the Airport's electrical system and prior to any change in the electrical system Toads which would exceed its capacity, written consent will be obtained from the Director by the AIRLINE. 17 AIRLINE shall maintain fixtures, equipment, and its Exclusive Use and Preferential Use Premises in good condition, reasonable wear and tear excepted, and perform all ordinary repairs and inside painting. Such repairs and painting by AIRLINE shall be of a quality and class not inferior to the original material and workmanship. D. AIRLINE may dispose of routine daily trash in the CITY provided trash compactor without additional charge. However, AIRLINE, at its sole expense, must dispose of non -routine daily trash, including without limitation construction debris and other waste materials -including petroleum products, either directly or through an independent contractor, either of which must obtain CITY permits. E. AIRLINE will provide and maintain hand fire extinguishers for ail Exclusive Use and Preferential Use Premises in accordance with applicable safety codes. F. AIRLINE will repair, at its cost, or at CITY's option reimburse CITY for the cost of repairing, replacing, or rebuilding any damages to the AIRLINE's Exclusive Use and Preferential Use Premises caused by the acts or omissions of AIRLINE, its sub lessee, or its or their respective officers, employees, agents, or business invitees, including without limitation customers. Any repairs made by AIRLINE are subject to inspection and approval by CITY. G. AIRLINE may not erect, maintain or display on the Airport any billboards, banners, advertising, promotions, signs or materials without the prior written approval of Director. AIRLINE must keep its ticket counter free of all printed material except required regulatory signs or conditions of travel and advertising displays and related materials. CITY may remove any unauthorized material or displays, which are placed on the Airport without the Director's prior written approval. H. Should AIRLINE fail to perform its material obligations hereunder, CITY shall have the right to enter the AIRLINE's Leased Premises and perform such activities; provided, however, other than in a case of emergency, CITY shall give to AIRLINE reasonable advance written notice of non-compliance, not to exceed ten (10) days, prior to the exercise of this right. If such right is exercised, AIRLINE shall pay to CITY, upon receipt of invoice, the cost of such services plus a fifteen percent (15%) administrative charge. 5.05 Designation of Operation and Maintenance Responsibilities. Responsibilities for maintenance, cleaning and operation of the Airport shall be as set forth in Exhibit "D" attached hereto and made a part hereof. 18 ARTICLE 6: CAPITAL IMPROVEMENTS 6.01 General A. It is contemplated by the parties that from time to time during the term of this Agreement, the CITY may undertake Capital Improvements to the Airport, subject to the provisions of Article 6. B. In conjunction with submission of its Annual Budget, Director will notify AIRLINE of its proposed Capital Improvements, including a sources and uses of funds plan, for the ensuing Fiscal Year as well as a projection of Capital Improvements anticipated for the remaining Term of this Agreement and CITY's estimates of the affect of such Capital Improvements on the Rentals, Fees, and Charges paid by Airlines collectively. Director further reserves the right to notify AIRLINE at any other time of proposed Capital Improvements subject to AAAC consultation procedures as set forth in this Article 6. C. Except for Capital Improvements required in order to avoid or react to emergency conditions that could disrupt operations at the Airport or projects that are required to conform to Federal, State, or local laws, rules, or regulations, the Capital improvement Program proposed by Director is subject to AAAC consultation procedures pursuant to this Article 6. CITY agrees to meet collectively with the Signatory Airlines within thirty (30) days after notification to AIRLINE of said Capital Improvement to further discuss the Capital Improvements. CITY agrees to consider the comments and recommendations of the AAAC with respect to said Capital Improvement_ Terminal capacity enhancement projects will not proceed unless a new or existing AIRLINE can not be accommodated within the existing facilities. CITY will maximize use of grants and non -rate based sources of funds for all eligible components of Terminal capacity expansion projects. 6.02 Grants -In -Aid CITY will use its best efforts to obtain maximum development of Grants -In -Aid. ARTICLE 7: RENTALS, FEES, AND CHARGES AIRLINE shall pay CITY rentals for use of AIRLINE's Leased Premises, and fees and charges for the other rights, licenses, and privileges granted hereunder during the Term of this Agreement. The Rentals, Fees, and Charges payable by all Signatory Airlines and their designated Affiliate Airlines for the Airfield and, with 19 respect to the Terminal, the Rentals, Fees and Charges payable by Signatory Airlines leasing space in the Terminal shall be calculated as set forth in Exhibit "G". For AIRLINES executing this Agreement and operating on, a Per Use Charge basis, AIRLINE will be assessed with a minimum annual guarantee as outlined in Article 7.5 below and in accordance with the rate identified in Exhibit "G". In addition, AIRLINE will be required to lease, directly from the AIRPORT, Exclusive Use Premises located in the ticketing area. The square footage required to be leased by AIRLINE will be at the discretion of the Airport Director. For Airlines who have not executed this Agreement or an Agreement substantially similar and have not been designated as an Affiliate Airline, the Non -Signatory Airline shall be required to pay a Non -Signatory premium of one hundred twenty five percent (125%) of all applicable rates and charges. For each Fiscal Year covered by this Agreement, the rates shall be outlined for each year in Exhibit "G". 7.01 Landing Fees. AIRLINE shall pay to CITY fees for aircraft landings at Airport as set forth in Exhibit "G". Landed weight shall be reported to the City within ten (10) days following the end of the month in which activity occurred. Signatory Airlines' landing fees shall be calculated to include all Maintenance and Operating Expenses and the net cost of non -federally funded or State funded capital costs associated with the Airfield and is determined as the product of the landing fee rate for the period and the Signatory and Non -Signatory total landed weight for the month. AIRLINE's landed weight for the month shall be determined as the product of the Maximum Gross Landed Weight of each category of landing aircraft of the AIRLINE by the number of Landings of each said aircraft during such month. 7.02 Terminal Rentals AIRLINE's Terminal rentals shall be determined as the sum of rentals for Exclusive Use and Preferential Use Premises. Rental payment for Exclusive Use and Preferential Use Premises shall be the Terminal rental rate as set forth in Exhibit "G" and the square footage of the corresponding type of space leased by AIRLINE as set forth in Exhibit "B". 7.03 Apron Fees AIRLINE shall pay to CITY apron fees for the parking of aircraft at the gate area. Such fees shall be calculated in accordance with Exhibit "G" and allocated to AIRLINE based on the number of Airline leased apron spaces as indicated by the lease lines shown on Exhibit "0". 7.04 Joint Use Charges. AIRLINE's Joint Use Charges shall be determined as the sum of 1) the product of the weighted average terminal rate per square foot and the square footage of the Joint Use Premises leased by AIRLINE as set forth in Exhibit "B" and 2) the Net Terminal Security Cost as shown on Exhibit "G". Passenger activity shall be reported to the City within ten (10) days following the end of the month in which activity occurred. 20 7.05 Per Use Charge. Per Use Charges shall be calculated as a flat fee paid per turn (including an arrival and departure) and will be adjusted annually. The calculation shall be based upon adding the average annual rate per turn for the concourse, inbound baggage, outbound baggage, the average per turn rate paid for exclusive space, plus a 15% overhead fee as is identified in Exhibit "G". For airlines utilizing this Per Use Charge provision, all activity for the month will be reported within ten (10) days following the end of the month. ForAirline(s) operating under a Per Use Charge basis, a minimum annual guarantee amount will apply. The minimum annual guarantee will be an amount equal to the twenty percent (20%) fixed use amount charged to each Signatory Airline calculated as part of the Joint Use space charge and the amount due for ticketing space leased by AIRLINE. This amount will be adjusted annually. 7.06 Other Fees and Charges. A. CITY expressly reserves the right to assess and collect the following: (1) Charter Flight Fees - AIRLINE must pay fees to the CITY for charter flights operated or handled by AIRLINE as follows: (i) if the charter flight is handled by AIRLINE with its own or a leased aircraft at AIRLINE's Leased Premises, AIRLINE will pay the Signatory rates and charges; (ii) if the charter flight is operated by an aircraft owned by a Non -Signatory third party and is handled at AIRLINE's Leased Premises, AIRLINE must pay the Non -Signatory rates and charges as outlined in Article 7; or (iii) if the charter flight is handled by an aircraft owned by a Non -Signatory third party and handled outside AIRLINE's Leased Premises, AIRLINE must pay the applicable Per Use Charge and the Non -Signatory rates and charges. If AIRLINE parks aircraft at a CITY -controlled apron position, AIRLINE must pay an Apron Parking Fee as shown in Exhibit "G". (2) Reasonable and non-discriminatory fees and charges for services or facilities not enumerated in this Agreement, but provided by CITY and accepted by AIRLINE, including, but not limited to, Federal Inspection Services Area ("FIS") fees as set forth in Exhibit "G". (3) Pro -rata share, based upon enplaned passengers, of any charges for the provision of any services or facilities which CITY is required to provide by any governmental entity (other than CITY acting within its proprietary capacity) having jurisdiction over the Airport. S. CITY reserves the right to charge AIRLINE or its employees, contractors, or agents a reasonable fee for a security background check and identification badges provided at the Airport. 21 C. AIRLINE shall pay reasonable charges for other services or facilities provided by CITY to AIRLINE. Such services or facilities may include, but are not limited to, special maintenance of AIRLINE's Leased Premises including janitorial services or equipment/vehicle storage areas. The fees for these services shall be established by the Director upon request for services by AIRLINE. D. AIRLINE shall pay the required fees for all permits and licenses necessary for the conduct of its Air Transportation Business at the Airport. AIRLINE shall pay all electricity, gas, and water and sewerage fees and charges, if separately metered. AIRLINE shall also pay all taxes, assessments, and charges , which during the Term of this Agreement may become a lien or which may be levied by the State, County, or any other tax levying body, upon any taxable interest by AIRLINE acquired in this Agreement, or any taxable possessory right which AIRLINE may have in or to the premises or facilities leased hereunder, or the improvements thereon, by reason of its occupancy thereof, or otherwise, as well as taxes, assessments, and/or charges on taxable property, real or personal, owned by AIRLINE in or about said premises. Upon any termination of tenancy, all taxes then levied or a lien on any of said property, or taxable interest therein, shall be paid in full and without pro -ration by AIRLINE forthwith, or as soon as a statement thereof has been issued by the tax collector, if termination occurs during the interval between attachment of the lien and issuance of statement. However, AIRLINE shall not be deemed to be in default under this Agreement for failure to pay taxes pending the outcome of any proceedings instituted by AIRLINE to contest the validity or the amount of such taxes, provided that such failure to pay does not result in any forfeiture. 7.06 Payments. A. Payments of one -twelfth (1/12) of the total annual rentals for AIRLINE's Exclusive Use Premises, Preferential Use Premises, and Apron Fees shall be due in advance, without demand, on the first day of each month. Said rentals and charges shall be deemed delinquent if payment is not received by the fifteenth (15) calendar day of the month. B. Payment of AIRLINE's Landing Fees shall be due on the last day of each month following the month in which such activity occurs. Said fees shall be deemed delinquent if payment is not received on the date due. C. Payment for Joint Use Charges shall be due on the thirtieth last day of each month based on the previous month's enplanement data. Said fees shall be deemed delinquent if payment is not received on the date due. 22 D Payment for Per Use Charges shall be due on the thirtieth last day of each month based on the previous month's activity data. Said fees shall be deemed delinquent if payment is not received on the date due. E. Payment for all other fees and charges due hereunder, shall be due as of the date of the CITY's invoice. Said fees and charges shall be deemed delinquent if payment is not received within thirty (30) days of the date of such invoice. F. CITY shall provide written notice of any and all payment delinquencies, including payments of any deficiencies which may be due as a result of the CITY's estimates of activity pursuant to Paragraph F below or due to an audit performed pursuant to Paragraph 7.07.C., herein; provided, however, interest at the lower of one and one-half percent (1 1/2 %) per month, or the highest rate allowable by applicable state law, shall accrue against any and all delinquent payment(s) from the date due until the date payments are received by CITY. This provision shall not preclude CITY from canceling this Agreement for default in the payment of rentals, fees or charges, as provided for in Section 12.01 B herein, or from exercising any other rights contained herein or provided by law. G. In the event AIRLINE fails to submit its monthly activity report as required in Section 7.07, CITY shall estimate the Rentals, Fees and Charges based upon the higher of one hundred twenty-five percent (125%) of the previous month's activity or the same month's prior year activity reported by AIRLINE and issue an invoice to AIRLINE for same. If no activity data is available, CITY shall reasonably estimate such activity and invoice AIRLINE for same. AIRLINE shall be liable for any deficiencies in payments based on estimates made under this provision; payment for said deficiencies shall be deemed due as of the date such rental was due and payable. If such estimate results in an overpayment by AIRLINE, CITY shall apply such overpayment as a credit against any outstanding invoices or subsequent amounts due for such Rentals, Fees and Charges from AIRLINE; provided, however, AIRLINE shall not be entitled to any credit for interest on payments of such estimated amounts. H. In the event AIRLINE's obligations with respect to AIRLINE's Leased Premises or rights, licenses, services or privileges granted hereunder shall commence or terminate on any date other than the first or last day of the month, AIRLINE's Rentals, Fees and Charges shall be prorated on the basis of the number of days such premises, facilities, rights, licenses, services, or privileges were enjoyed during that month. I. All payments due and payable hereunder shall be paid in lawful money of the United States of America, without set off, by check made payable to the Corpus Christi International Airport and delivered to: 23 Corpus Christi International Airport Accounts Receivable Department 1000 International Drive Corpus Christi, TX. 78406 7.07 Information to be Supplied by AIRLINE. A. Not later than ten (10) days after the end of each month, AIRLINE shall file with Airport written report in the format as set forth in Exhibit "G" for activity conducted by AIRLINE and its designated Affiliate Airline(s) during said month, and for activity handled by AIRLINE for other Air Transportation Companies not having an agreement with CITY providing for its own submission of activity data to CITY. B. CITY shall have the right to rely on said activity reports in determining rentals and charges due hereunder; provided, however, AIRLINE shall have full responsibility for the accuracy of said reports including the sum and product totals. Payment deficiencies due to incomplete or inaccurate activity reports shall be subject to interest charges as set forth in Paragraph 7.06.E. C. AIRLINE shall at all times maintain and keep books, ledgers, accounts or other records, wherein are accurately kept all entries reflecting the activity statistics to be reported pursuant to Paragraph 7.07.A. Such records shall be retained by AIRLINE for a period of three (3) years subsequent to the activities reported therein, or such other retention period as set forth in 14 CFR Part 249, and made available at Corpus Christi, Texas for audit and/or examination by CITY or its duly authorized representative during all normal business hours. AIRLINE shall produce such books and records at Corpus Christi, Texas within thirty (30) calendar days of written notice to do so or pay all reasonable expenses, including but not limited to transportation, food and lodging, necessary for an auditor selected by CITY to audit said books and records at a place selected by AIRLINE. D. The cost of audit, with the exception of the aforementioned expenses, shall be borne by CITY as an O&M Expense; provided, however, the total cost of said audit shall be borne by AIRLINE if either or both of the following conditions exist: (1) The audit reveals an underpayment of more than five percent (5%) of Rentals, Fees and Charges due hereunder, as determined by said audit; and/or (2) AIRLINE has failed to maintain true and complete books, records, accounts, and supportive source 24 documents in accordance with Paragraph 7.07.C. 7.08 Security for Payment A. Unless Signatory Airline has provided regularly scheduled flights to and from the Airport during the twelve (12) months prior to the Effective Date of this Agreement without the occurrence of any act or omission that would have been an event enumerated in Section 12.01 of this Agreement, if this Agreement had been in effect during that period, AIRLINE shall provide CITY on the Effective Date of this Agreement with a contract bond, irrevocable letter of credit or other similar security acceptable to CITY ("Contract Security") in an amount equal to the estimate of three (3) months' Rentals, Fees and Charges payable by AIRLINE pursuant to this Article 7, to guarantee the faithful performance by AIRLINE of its obligations under this Agreement and the payment of all Rentals, Fees and Charges due hereunder. AIRLINE shall be obligated to maintain such Contract Security in effect until the expiration of twelve (12) consecutive months during which period AIRLINE commits no event enumerated in Section 12.01 of this Agreement. Such Contract Security shall be in a form and with a company reasonably acceptable to CITY. In the event that any such Contract Security shall be for a period less than the full period required by this Paragraph 7.0&A or if Contract Security shall be canceled, AIRLINE shall provide a renewal or replacement Contract Security for the remaining required period at least sixty (60) days prior to the date of such expiration or cancellation. B. Notwithstanding the above Paragraph 7.08.A, CITY shall have the right to waive such Contract Security requirements for a Signatory Airline which has not provided regularly scheduled flights to and from the Airport during the twelve (12) months prior to the Effective Date of its Signatory Airline agreement. Any such waiver by CITY shall be conditioned upon said Signatory Airline having provided regularly scheduled flights at six (6) other airports with activity levels and characteristics similar to Airport during the most recent twelve (12) month period, without committing any material default under the terms of the respective lease and use agreements at each of the six (6) facilities, and without any history of untimely payments for rentals, fees and charges. The burden shall be on AIRLINE to demonstrate to CITY its compliance with these requirements by providing written documentation from six (6) other airports selected by Airport. C. If AIRLINE is delinquent in any debt due to the CITY for a period greater than ninety (90) days and/or continuously delinquent for a period of six (6) months, CITY shall impose or re -impose the requirements of Paragraph 7.08.A on AIRLINE. D. Upon the occurrence of any AIRLINE act or omission that is an event enumerated in Section 12.01, or upon election to assume this Agreement under Federal Bankruptcy Rules and Regulations and Federal 25 Judgeship Act of 1990, as such may be amended, supplemented, or replaced, CITY, by written notice to AIRLINE given at any time within ninety (90) days of the date such event becomes known to CITY, may impose or re -impose the requirements of Paragraph 7.08.A on AIRLINE. In such event, AIRLINE shall provide CITY with the required Contract Security within ten (10) days from its receipt of such written notice and shall thereafter maintain such Contract Security in effect until the expiration of a period of eighteen (18) consecutive months during which AIRLINE commits no additional event enumerated in Section 12.01. E. If AIRLINE shall fail to obtain and/or keep in force such Contract Security required hereunder, such failure shall be grounds for immediate cancellation of this Agreement pursuant to Section 12.01. CITY' s rights under this Section 7.08 shall be in addition to all other rights and remedies provided to CITY under this Agreement. 7.09 Passenger Facility Charge. A. AIRLINE acknowledges that CITY shall have the right to assess Airline passengers a Passenger Facility Charge ("PFC") for the use of the AIRPORT in accordance with 49 U.S.C. §40117 and the rules and regulations there under (14 CFR Part 158, herein the "PFC Regulations") and as otherwise hereinafter authorized or permitted. AIRLINE shall collect on behalf of and remit to CITY any such charges in accordance with the requirements of the PFC Regulations, including but not limited to holding any charges collected by the AIRLINE, pending remittance to CITY, in trust for the benefit of CITY. CITY shall have the right to use all such PFC revenue collected in any lawful manner. B. AIRLINE and CITY shall be bound by and shall observe all of the provisions of the PFC Regulations as they apply to either or both parties. C. If AIRLINE fails to remit PFC revenue to CITY within the time limits established by the PFC Regulations (no Tater than the last day of the following calendar month), AIRLINE shall be deemed to be in default pursuant to Section 12.01. Any late payment of PFC's shall be subject to interest computed in accordance with Section 7.06. 7.10 Capitalized Interest on Bonds. Bonds issued by the CITY will provide for the capitalization of interest, by project, during the construction period for each respective project; and the CITY intends for Debt Service on Bonds to be capitalized until Substantial Completion of projects financed, in part, from the proceeds of Bonds. Provided, however, that in the event any Debt Service applicable for Bonds shall become payable from Revenues prior to Substantial Completion of projects, the Debt Service will be allocated to Cost 26 Centers in the same manner as the related project costs (net of any PFC funding) are allocated to Cost Centers. 7.11 Continuation of Rent . Signatory Airlines that cease service at the Airport prior to the end of the term of the Agreement as provided for in Section 13.01 will continue to pay rent on Exclusive and Preferential Use Premises and twenty percent of the Joint Use Charge until the end of the Term of the Agreement. 7.12 No Further Charges. Except as provided in this Agreement, no further Rentals, Fees or Charges shall be charged by the CITY to AIRLINE, for the use of AIRLINE's Leased Premises and other facilities, and the rights, licenses, and privileges granted to AIRLINE in Article 5 of this Agreement. The foregoing provision shall not be construed to prohibit the CITY from imposing fees and charges for the use of specified equipment, facilities, or additional services at the Airport or from imposing fines, penalties, or assessments for the enforcement of the CITY's rules and regulations. 7.13 Charges For Services. The provisions contained in Section 7.12 shall not preclude the CITY from seeking reimbursement from AIRLINE, Signatory Airlines, designated Affiliated Airlines, and Non - Signatory Airlines for the cost of services provided to AIRLINE, Signatory Airlines, designated Affiliated Airlines, and Non -Signatory Airlines in compliance with any federal law or rule or regulations which is enacted or amended subsequent to the execution of this Agreement, or for any services or facilities provided subsequent to the execution date of this Agreement, the cost of which is riot currently included in the estimated requirement used to calculate Rentals, Fees and Charges under this Agreement. ARTICLE 8: CHANGES IN RATES FOR RENTALS, FEES, AND CHARGES 8.01 Annual Rate Changes. A. No later than sixty (60) days prior to the end of each Fiscal Year, CITY shall notify AIRLINE of the proposed Landing Fee and Charges for the ensuing Fiscal Year. Said Landing Fee shall be based upon budgeted Revenues, O&M Expenses, Annual Capital Outlay, and projected Capital Improvements, including coverage and required reserves determined and presented to AIRLINE substantially in conformance with the methods and format set forth in Exhibit "G". Rental rates will be set according to the rates included in Exhibit "G". The allocation of oil and gas lease revenues ("O&G Revenues") identified in Exhibit "G-1.1" shall apply through the Term of this Agreement; however, to the extent that the O&G Revenues exceed one 27 million dollars ($1,000,000) in any Fiscal Year, the O&G Revenues allocation will be modified in excess of that amount such that fifty percent (50%) of the O&G Revenues will be applied to the Airfield cost center and fifty percent (50%) will be allocated to the Aviation Discretionary Fund'as identified in Exhibit "G-1.1". The Airline allocation will first be applied to offset the Airline Requirement in the Airfield cost center for the then current fiscal year based on the landed weight of all Signatory Airlines. In the event that the amount of O&G Revenues to be applied to the Airfield cost center exceeds the Airline Requirement, then any such surplus will be applied toward the Airline Requirement associated with the Terminal cost center for the then current fiscal year on a square footage basis. In the event that the amount of O&G Revenues to be applied toward the Airline Requirement associated with the Terminal cost center exceeds the Airline Requirement, then at the end of the Term, any remaining surplus amounts will be credited to the previous fiscal year(s) of this Agreement based on pro rata total rates and charges paid by the Signatory Airlines during the period. In the event that any Airline surplus exists and all Airline Requirements for the full term of this Agreement have been credited as outlined above, the distribution of all remaining Airline surplus will be allocated to the Signatory Airlines as negotiated between the Airlines and the Airport Director. S. The Signatory Airlines through the AAAC shall have the right to review and comment upon the proposed operating budget through a consultation process. No later than thirty (30) days after the forwarding of a proposed schedule of rates for Landing Fees and Charges, CITY agrees to meet or arrange a conference call with the AAAC at a mutually convenient time for the purpose of discussing such Landing Fees and Charges. In advance of said meeting, CITY shall make available to the AAAC any reasonably requested additional information relating to the determination of the proposed rates. CITY agrees to fully consider the comments and recommendations of the Signatory Airlines prior to finalizing its schedule of rates for Rentals, Fees and Charges for the ensuing Fiscal Year. C. Following said meeting/conference call, and prior to the end of the then current Fiscal Year, CITY shall notify AIRLINE of the rates for the Landing Fees and Charges to be established for the ensuing Fiscal Year. D. If calculation of the new rates for Landing Fees and Charges is not completed by CITY and the notice provided in Paragraph 8.01 C. is not given on or prior to the end of the then current Fiscal Year, the AIRLINE will by provided written notice that rates for Landing Fees and Charges then in effect shall continue to be paid by AIRLINE until such calculations are concluded and such notice is given. Upon the conclusion of such calculations and the giving of such notice, CITY shall determine the difference(s), if any, between the actual Landing Fees and Charges paid by AIRLINE to date for the then current Fiscal Year and the Landing Fees and Charges that would have been paid by AIRLINE if said rates had been in effect beginning 28 on the first day of the Fiscal Year. Said differences shall be applied to the Landing Fees or Charges for which a difference(s) in rates resulted in an overpayment or underpayment, and shall be remitted by AIRLINE or credited or refunded by CITY in the month immediately following the calculation of the new Fiscal Year rates or over the remaining months of the then current Fiscal Year as determined by the CITY. 8.02 Other Rate Changes. Landing, Fees and Charges may be changed up to once per fiscal year at any other time that unaudited monthly Airport financial data indicates that total Landing Fees and Charges payable pursuant to the then current rate schedules are estimated and anticipated by CITY to vary by more than ten percent (10%) from the total Landing Fees and Charges that would be payable based upon the use of the projected monthly financial data then available for said Fiscal Year. Rates for Landing Fees and Charges may also be changed whenever required by the terms and provisions of the Master Bond Ordinance No. 024163; which is available in the Airport Administration offices for review, provided, however, that Signatory Airlines` total Landing Fees and Charges payable to CITY shall be allocated to AIRLINE in accordance with this Agreement. In the event of an emergency situation at the Airport where action is required due to respond to operational or safety related issues , the Landing Fees, and Charges may be changed within thirty (30) days, after consultation with the AAAC. 8.03 Incorporation of Exhibit"G" . Adjustments to Landing Fees and Charges, pursuant to this Agreement, shall apply without the necessity of formal amendment of this Agreement. Upon each adjustment pursuant to this Article 8, a revised Exhibit "G" showing the calculation of adjusted rates for Landing Fees and Charges, shall be prepared by CITY and transmitted to AIRLINE. Said exhibit shall then be deemed part of this Agreement without formal amendment thereto. 8.04 Settlement. Upon the earlier of (i) one hundred twenty (120) days following the dose of each Fiscal Year, or (ii) as soon as audited financial data for said Fiscal Year is available, rates for Landing Fees and Charges for the preceding Fiscal Year shall be recalculated using audited financial data and the methods set forth in Exhibit "G." Upon the determination of any difference(s) between the actual Landing Fees and Charges paid by Signatory Airlines during the preceding Fiscal Year and the Landing Fees and Charges that would have been paid by Signatory Airlines using said recalculated rates, CITY shall, in the event of overpayment, promptly credit to AIRLINE of the amount of such overpayment within thirty (30) days of determination and such credit will be applied against any outstanding invoices at the time of issuance and in the event of under payment such amount shall be due within thirty (30) days of the invoice date. 8.05 CITY Covenants. A. CITY covenants that for purposes of assigning and allocating costs, it shall utilize generally accepted 29 accounting practices utilized for airports operating as an enterprise fund, include only those charges properly attributable to the Aviation System, and adhere to the requirements of the FAA's Policy Regarding the Establishment of Airport Rates and Charges. B. CITY shall operate the Aviation System in a manner so as to produce Revenues from concessionaires, tenants and other users of the Aviation System of a nature and amount which would be produced by a reasonably prudent operator of an airport of substantially similar size, use and activity, with due regard for the interests of the public. C. CITY shall use all Revenues of the Aviation System exclusively for the construction, maintenance, operation, development, financing and management of the Aviation System. ARTICLE 9: AIRLINE IMPROVEMENTS 9.01 AIRLINE Improvements. A. In accordance with Paragraph 5.01 N., AIRLINE may construct and install, at AIRLINE's sole expense, improvements in its Exclusive Use and Preferential Use Premises as AIRLINE deems to be necessary for its operations; provided, however, that the plans and specifications, location, and construction schedule for such improvement shall be subject to the advanced written approval of the Director. Provided further, that no reduction or abatement of Rentals, Fees and Charges shall be allowed for any interference with AIRLINE's operations by such construction. B. Prior to the commencement of any improvements greater than $10,000, the CITY shall have the right to require that AIRLINE shall obtain, or cause to be obtained, a contract surety bond in a sum equal to the full amount of any construction contract awarded by AIRLINE for the improvements. Said contract security bond shall name the CITY as an obligee there under and shall be drawn in a form and from such company acceptable to CITY; shall guarantee the faithful performance of necessary construction and completion of improvements in accordance with approved final plans and detailed specifications; and, shall protect CITY against any losses and liability, damages, expenses, claims and judgments caused by or resulting from any failure to perform completely the work described. CITY reserves the right to require that AIRLINE acquires or causes to be acquired a payment bond with any contractor or contractors of AIRLINE as principal, in a sum equal to the full amount of the construction contract awarded by AIRLINE for the improvements. Said bond shall name the CITY as an obligee there under and shall guarantee payment of all wages for labor and 30 services engaged, and of all bills for materials, supplies and equipment used in the performance of said construction contract. Any work associated with such construction or installation shall not unreasonably interfere with the operation of the Airport, or otherwise unreasonably interfere with the permitted activities of other Terminal tenants and users. Upon completion of approved construction, and within sixty (60) days of AIRLINE's receipt of a certificate of occupancy, a complete set of "as built" drawings shall be delivered to the Director for the permanent record of CITY. C. AIRLINE shall furnish or require contractors to furnish satisfactory evidence of statutory worker's compensation insurance, comprehensive general liability insurance, comprehensive automobile insurance and physical damage insurance, on a builder's risk form with the interest of CITY endorsed thereon, in such amounts and in such manner as CITY may reasonably require. CITY may require additional insurance for any alterations or improvements approved hereunder, in such limits as CITY reasonably determines to be necessary. D. Any construction or installation shall be at the sole risk of AIRLINE and shall be in accordance with all applicable state and local codes and laws and subject to inspection by the Director and all other applicable inspectors. E. All improvements made to Airline's Exclusive Use and Preferential Use Premises and additions and alterations thereto made by AIRLINE, except those financed by CITY, shall be and remain the property of AIRLINE until expiration of the Term of this Agreement. Upon termination or cancellation of this Agreement, said additions and alterations shall become the property of CITY; provided, however, that any trade fixtures, signs, equipment, and other moveable personal property of AIRLINE not permanently affixed to Airline's Exclusive Use or Preferential Use Premises shall remain the property of AIRLINE, subject to the terms of Article 14. ARTICLE 10: DAMAGE OR DESTRUCTION 10.01 Partial Damage. If any part of AIRLINE's Leased Premises, or adjacent facilities directly and substantially affecting the use of AIRLINE's Leased Premises, shall be partially damaged by fire or other casualty, but said circumstances do not render AIRLINE's Leased Premises untenable as reasonably determined by CITY, the same shall be repaired to usable condition with due diligence by CITY as hereinafter provided and limited. No abatement of rentals shall accrue to AIRLINE so long as AIRLINE's Leased Premises remain tenantable. 31 10.02 Substantial Damage. If any part of AIRLINE's Leased Premises, or adjacent facilities directly and substantially affecting the use of AIRLINE's Leased Premises, shall be so extensively damaged by fire or other casualty as to render any portion of said AIRLINE's Leased Premises untenable but capable of being repaired, as reasonably determined by CITY, the same shall be repaired to usable condition with due diligence by CITY as hereinafter provided and limited. In such case, the rentals payable hereunder with respect to AIRLINE's affected AIRLINE Leased Premises shall be paid up to the time of such damage and shall thereafter be abated equitably in proportion as the part of the area rendered untenable bears to total AIRLINE Leased Premises until such time as such affected AIRLINE Leased Premises shall be restored adequately for use. CITY shall use reasonable efforts to provide AIRLINE with comparable alternate facilities to continue its operation while repairs are being completed, at a rental rate not to exceed that provided for in this Agreement for comparable space. 10.03 Destruction. A. If any part of AIRLINE's Leased Premises, or adjacent facilities directly and substantially affecting the use of AIRLINE's Leased Premises, shall be damaged by fire or other casualty, and is so extensively damaged as to render any portion of said.AIRLINE Leased Premises incapable of being repaired within ninety (90) days, as reasonably determined by CITY, CITY shall notify AIRLINE of its decision whether to reconstruct or replace said space; provided, however, CITY shall be under no obligation to replace or reconstruct such premises. The rentals payable hereunder with respect to affected AIRLINE Leased Premises shall be paid up to the time of such damage and thereafter shall abate until such time as replacement or reconstructed space becomes available for use by AIRLINE. If this occurs, Airline may terminate the letting of the AIRLINE's Leased Premises, effective as of the date of written notice to the CITY. B. In the event CITY elects to reconstruct or replace affected AIRLINE Leased Premises, CITY shall provide AIRLINE with comparable alternate facilities to continue its operation while reconstruction or replacement is being completed at a rental rate not to exceed that provided for in this Agreement for comparable space. C. In the event CITY elects to not reconstruct or replace affected AIRLINE Leased Premises, CITY shall meet and consult with AIRLINE on ways and means to permanently provide AIRLINE with adequate replacement space for affected AIRLINE Leased Premises. In such event, CITY agrees to amend this Agreement to reflect related additions and deletions to AIRLINE's Leased Premises. AIRLINE is not bound to accept the replacement space and may terminate this Agreement, as described in section 10.03 (A) as above. 32 10.04 Damage Caused By AIRLINE. Notwithstanding the provisions of this Article 10, in the event that due to the negligence or willful act or omission of AIRLINE, its employees, its agents, or licensees, AIRLINE's Leased Premises shall be damaged or destroyed by fire, other casualty or otherwise, there shall be no abatement of rent during the repair or replacement of said AIRLINE Leased Premises. To the extent that the costs of repairs shall exceed the amount of any insurance proceeds payable to CITY by reason of such damage or destruction, AIRLINE shall pay the amount of such additional costs to CITY. 10.05 CITY's Responsibilities. CITY shall maintain adequate levels of insurance ; provided, however, that CITY's obligations to repair, reconstruct, or replace affected premises under the provisions of this Article 10 shall in any event be limited to restoring affected AIRLINE Leased Premises to substantially the same condition that existed at the date of damage or destruction, including any subsequent improvements made by CITY, and shall further be limited to the extent of insurance proceeds and other funds available to CITY for such repair, reconstruction, or replacement; provided further that CITY shall in no way be responsible for the restoration or replacement of any equipment, furnishings, property, real improvements, signs, or other items installed and/or owned by AIRLINE in accordance with this Agreement, unless AIRLINE proves that damage is caused by negligence or willful act or omission of CITY, its officials, agents, or employees acting within the course or scope of their employment. ARTICLE 11: INDEMNIFICATION AND INSURANCE 11.01 Indemn ification. A. AIRLINE shall indemnify, save, hold harmless, and defend CITY, its officials, agents and employees, its successors and assigns, individually or collectively, from and against any claim, action, loss, damage, injury, liability, and the cost and expense of whatsoever kind or nature (including, but not limited to, reasonable attorney fees, disbursements, court costs, and expert fees) based upon injury to persons, including death, or damage to property arising out of, resulting from, or incident to AIRLINE's performance of its obligations under this Agreement, or in conjunction with AIRLINE's use and occupancy of AIRLINE's Leased Premises or use of the Airport, unless such injury or damage is occasioned by the sole negligence or willful misconduct of CITY, its officers, employees, or agents. B. AIRLINE shall indemnify, save, hold harmless, and defend CITY, its 33 officials, agents and employees, its successors and assigns, individually or collectively, from and against any claim, action, loss, damage, injury, liability, and the cost and expense of whatsoever kind or nature (including, but not limited to, reasonable attorney fees, disbursements, court costs, and expert fees) and any fines in any way arising from or based upon the violation of any federal, state, or municipal laws, statutes, resolutions, or regulations, including rules or regulations of the CITY, by AIRLINE, its agents, employees, or successors and assigns in conjunction with AIRLINE' s use and/or occupancy of AIRLINE's Leased Premises or the Airport unless such injury or damage is occasioned by the sole negligence or willful misconduct of CITY, its officers, employees, or agents. C. The provisions of this Section 11.01 shall survive the expiration, termination or early cancellation of this Agreement. 11.02 Insurance_ A. Without limiting or expanding AIRLINE's obligation to indemnify CITY, as provided for in Section 11.01, AIRLINE shall procure and maintain in force at all times during the Term of this Agreement occurrence form, comprehensive Airport premises liability and aviation insurance to protect against personal injury and bodily injury liability and property damage liability. The limits for Signatory Airlines operating aircraft larger than sixty (60) seats shall be in an aggregate amount of not less than $100,000,000 per occurrence, combined single limit; provided, however, coverage for non -passengers shall be not less than an aggregate amount of $25,000,000 per occurrence. The limits for Signatory Airlines operating aircraft with sixty (60) seats or Tess shall be in an aggregate amount of not less than $50,000,000 per occurrence, combined single limit. In addition, AIRLINE shall procure and maintain in force during the Term of this Agreement, liability insurance applicable to the ownership, maintenance, use or operation of any automobile, mobile equipment or other ground vehicle at the Airport (including owned, non -owned, or hired) in an amount not Tess than $5,000,000 per occurrence. B. The aforesaid amounts and types of insurance shall be reviewed from time to time by CITY and may be adjusted by CITY upon prior reasonable notice to AIRLINE if CITY reasonably determines such adjustments are necessary to protect CITY's interests. AIRLINE shall furnish CITY prior to the Effective Date hereof, a certificate or certificates of insurance as evidence that such insurance is in force. CITY reserves the right to require a certified copy of each certificate upon request. AIRLINE shall name CITY as 34 an additional insured on such insurance policy or policies to the extent of the obligations assumed by AIRLINE under Section 11.01 above. Said policies shall be issued by insurance companies of recognized financial responsibility, and in a form and content reasonably satisfactory to CITY and shall provide for thirty (30) days advance written notice to CITY prior to the cancellation of or any adverse material change in such policies. Failure to provide and/or maintain the required insurance coverage as set forth herein shall be grounds for immediate cancellation of this Agreement. C. AIRLINE shall procure and maintain in force during the Term of this Agreement, Workers' Compensation coverage in accordance with State Law and Employers Liability in an amount not less than $1,000,000 each accident and each disease through a licensed insurance company. The contract for coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the AIRLINE will be promptly met. 11.03 Waiver of Subrogation. CITY and AIRLINE hereby mutually waive any and all rights of recovery against the other panty arising out of damage or destruction of the buildings, AIRLINE's Leased Premises, or any other property from causes included under any property insurance policies to the extent such damage or destruction is covered by the proceeds of such policies and whether or not such damage or destruction shall have been caused by the parties, their officers, employees or agents, but only to the extent that the insurance policies then in force permit such waiver. All policies of insurance shall contain, to the extent available, this waiver of subrogation provision and the cost of such provision shall be borne by the primary insured. ARTICLE 12: CANCELLATION BY CITY 12.01 Events of Default. The events described below shall be deemed events of default by AIRLINE hereunder: A. Upon the occurrence of any one of the following events of default, CITY may give thirty (30) day written notice as provided in Section 12.03. (1) The appointment of a trustee, custodian, or receiver of all or a substantial portion of AIRLINE's assets or the subletting of AIRLINE's Leased Premises without City Council authorization except as 35 permitted under Article 15. (2) The divestiture of AIRLINE's estate herein by operation of law, by dissolution, or by liquidation. (3) The AIRLINE shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or shall seek a reorganization or the readjustment of its indebtedness under any law or statute of the United States or of any state thereof. (4) The voluntary discontinuance for a period of at least sixty (60) consecutive days by AIRLINE of its operations at the Airport unless otherwise approved by CITY in writing, except when discontinuance is due to fire, earthquake, strike, governmental action, default of the CITY, or other cause beyond AIRLINE's control, and if the AIRLINE's Leased Premises have not been assigned or sublet pursuant to Article 15. (5) The failure to cure a default in the performance of any of the material terms, covenants and conditions required herein within thirty (30) days of receipt of written notice by CITY to do so; or if by reason of the nature of such default, the same cannot be remedied within thirty (30) days following receipt by AIRLINE of written demand from CITY to do so, AIRLINE fails to commence the remedying of such default within said thirty (30) days following such written notice, or having so commenced, shall fail thereafter to continue as promptly as reasonably practical the curing thereof; provided however, AIRLINE's performance under this Paragraph 12.01 shall be subject to the provisions of Section 18.24 of this Agreement. AIRLINE shall have the burden of proof to demonstrate to the CITY's satisfaction (i) that the default cannot be cured within thirty (30) days, and (ii) that it is proceeding with diligence to cure said default, and that such default will be cured within a reasonable period of time. B. Upon the occurrence of any one of the following events of default, CITY may immediately issue written notice of default. (1) The failure by AIRLINE to pay any part of the Rentals, Fees and Charges, PFC's or any other sum due hereunder and the continued failure to pay said amounts in full within ten (10) days of CITY's written notice of payments past due. Provided, however, if a dispute arises between CITY and AIRLINE with respect to any obligation or alleged obligation of AIRLINE to make payments to CITY, payments under protest by AIRLINE of the amount due shall not waive any of AIRLINE'S rights to contest the validity or amount of such payment. 36 (2) The failure by AIRLINE to maintain the minimum required insurance coverage as required by Section 11.02, provided that CITY shall have the right to immediately suspend AIRLINE's right to operate at the Airport until AIRLINE has obtained the minimum required insurance coverage. (3) If any act occurs, through the fault of neglect of AIRLINE, which operates to deprive the AIRLINE permanently of the rights, power and privileges necessary for the lawful conduct and operation of its business. 12.02 Continuing Responsibilities of AIRLINE. Notwithstanding the occurrence of any event of default, AIRLINE shall remain liable to CITY for all Rentals, Fees and Charges payable hereunder and for all preceding breaches of any covenant of this Agreement. Furthermore, except as otherwise provided for in this Agreement, unless CITY, at its sole discretion, elects to cancel this Agreement, AIRLINE shall remain liable for and promptly pay all Rentals, Fees and Charges accruing hereunder until termination of this Agreement as set forth in Article 3 or until this Agreement is canceled by AIRLINE pursuant to Article 13. 12.03 CITY's Remedies. Upon the occurrence of any event enumerated in Section 12.01, the following remedies shall be available to CITY: A. CITY may exercise any remedy provided by law or in equity, including but not limited to the remedies hereinafter specified. B. CITY may cancel this Agreement, effective upon the date specified in the notice of cancellation. For events enumerated in Paragraph 12.01 A., such date shall be not less than thirty (30) days from said date of receipt of notice. Upon such date, AIRLINE shall be deemed to have no further rights hereunder and CITY shall have the right to take immediate possession of AIRLINE's Premises. C. CITY may reenter the AIRLINE's Leased Premises and may remove all AIRLINE persons and property from same upon the date of reentry specified in CITY's written notice of reentry to AIRLINE. For events enumerated in Paragraph 12.01 A. reentry shall be not less than thirty (30) days from the date of notice of reentry. ©. CITY may relet AIRLINE's Leased Premises and any improvements thereon or any part thereof at such Rentals, Fees and Charges and upon such other terms and conditions as CITY, in its sole discretion, may deem advisable, with the right to make alterations, repairs of improvements on said AIRLINE's Leased 37 Premises. In reletting the AIRLINE's Leased Premises, CITY shall be obligated to make a good faith effort to obtain terms no less favorable to CITY than those contained herein and otherwise seek to mitigate any damages it may suffer as a result of AIRLINE's event of default. E. In the event that CITY relets AIRLINE's Leased Premises, Rentals, Fees and Charges received by CITY from such reletting shall be applied: (i) to the payment of any indebtedness other than Rentals, Fees and Charges due hereunder from AIRLINE to CITY; (ii) to the payment of any cost of such reletting; and (iii) to the payment of Rentals, Fees and Charges due and unpaid hereunder. The residue, if any, shall be held by CITY and applied in payment of future Rentals, Fees and Charges as the same may become due and payable hereunder. If that portion of such Rentals, Fees and Charges received from such reletting and applied to the payment of Rentals, Fees and Charges hereunder is Tess than the Rentals, Fees and Charges payable during applicable periods by AIRLINE hereunder, then AIRLINE shall pay such deficiency to CITY. AIRLINE shall also pay to CITY, as soon as ascertained, any costs and expenses incurred by CITY in such reletting not covered by the Rentals, Fees and Charges received from such reletting. F. AIRLINE shall pay to CITY all other costs, incurred by CITY in the exercise of any remedy in this Article 12, including, but not limited to, reasonable attorney fees, disbursements, court costs, and expert fees. ARTICLE 13: CANCELLATION BY AIRLINE 13.01 Events of Default. The events described below shall be deemed events of default by CITY hereunder: A. CITY fails to keep, perform or observe any material term, covenantor condition herein contained to be kept, performed, or observed by CITY and such failure continues for thirty (30) days after receipt of written notice from AIRLINE; or, if by its nature such default cannot be cured within such thirty (30) day period, CITY shall not commence to cure or remove such default within said thirty (30) days and to cure or remove the same as promptly as reasonably practicable; provided, however, CITY' s performance under this Paragraph shall be subject to the provisions of Section 18.24 of this Agreement. B. Airport is closed to flights in general for reasons other than weather, acts of God, or other reasons beyond CITY's control or to the flights of AIRLINE, for reasons other than those circumstances within AIRLINE' s control, and Airport fails to be reopened to such flights within sixty (60) consecutive days from 38 such closure. C. The Airport is permanently closed as an air carrier airport by act of any Federal, state, or local government agency having competent jurisdiction; or AIRLINE is unable to use Airport for a period of at least ninety (90) consecutive days due to any law or any order, rule or regulation of any governmental authority having jurisdiction over the operations of the Airport; or any court of competent jurisdiction issues an injunction preventing CITY or AIRLINE from using Airport for airport purposes, for reasons other than those circumstances within its control, and such injunction remains in force for a period of at least ninety (90) consecutive days. D. The United States Government or any authorized agency of the same (by executive order or otherwise) assumes the operation, control or use of the Airport in such a manner as to substantially restrict AIRLINE from conducting its operations, if such restriction be continued for a period of sixty (60) consecutive days or more. 13.02 AIRLINE's Remedy. AIRLINE termination, due to events of default in provisions of Section 13.01, shall not be effective unless and until at least thirty (30) days have elapsed after written notice to CITY specifying the date upon which such termination shall take effect and the reason for such termination. CITY may cure the cause of such termination within said (30) day period, or such longer time as the parties may agree thereto. In the event, of termination AIRLINE shall surrender the AIRLINE's Leased Premises in accordance with Article 14 hereof. If the termination is due to provisions related to Section 13.01, all Rentals, Fees and Charges payable by AIRLINE shall continue in force until the space is fully vacated. ARTICLE 14: SURRENDER OF AIRLINE PREMISES 14.01 Surrender and Delivery. Upon termination or cancellation of this Agreement, AIRLINE shall promptly and peaceably surrender to CITY AIRLINE's Leased Premises and all improvements thereon to which CITY is entitled in good and fit condition, reasonable wear and tear excepted; provided, however, nothing in this Section shall be construed to modify the obligations of the parties set forth in [Article 10 and Article 11]. 14.02 Removal of Property. AIRLINE shall have the right at any time during the Term of this Agreement to remove from the Airport its aircraft, tools, equipment, trade fixtures, and other personal property, title to which shall remain in AIRLINE, unless otherwise set forth in this Agreement, and shall remove such aircraft, tools, equipment, trade fixtures, and other personal property within thirty (30) business days following termination of this Agreement, 39 whether by expiration of time or otherwise, as provided herein, subject to any valid lien which CITY may have thereon for unpaid Rentals, Fees and Charges. AIRLINE shall not abandon any portion of its property at the Airport without the written consent of CITY. Any and all property not removed by AIRLINE within thirty (30) business days following the date of termination of this Agreement shall, at the option of CITY, (i) become the property of CITY at no cost to CITY; (ii) be stored by CITY, at no cost to CITY; or (iii) be sold at public or private sale at no cost to CITY. All of the AIRLINE's personal property located on the AIRLINE's Leased Premises is at the risk of the AIRLINE only, and CITY is not liable for damage to said personal property to the AIRLINE's Leased Premises, or to the said AIRLINE. Except as may be agreed to otherwise by CITY and AIRLINE, all CITY property damaged by or as a result of the removal of AIRLINE's property shall be restored by AIRLINE to the condition existing before such damage less reasonable wear and tear at AIRLINE's expense. 14.03 Holding Over. In the event AIRLINE continues to occupy the AIRLINE's Leased Premises beyond the term of this Agreement or any extension thereof without CITY's written renewal thereof, such holding over does not constitute a renewal or extension of this Agreement, but creates, upon the same terms and conditions, a tenancy from month to month which may be terminated at any time by CITY or AIRLINE by giving thirty (30) days written notice to the other party. ARTICLE 15: ASSIGNMENT AND SUBLETTING AGREEMENTS 15.01 Assignment and Subletting by AIRLINE. A. Except for an assignment to a parent, affiliate, or subsidiary, which is hereby authorized, AIRLINE may not at any time assign, transfer, convey, sublet, mortgage, pledge, or encumber its interest under this Agreement, or any part of the AIRLINE's Leased Premises, to any party including designated Affiliate Airlines that operate as a single entity at the Airport without the prior written approval of the CITY, which approval will not be unreasonably withheld. The above prohibition does not apply with respect to any company with which AIRLINE may merge or consolidate, or which may acquire substantially all of the AIRLINE's assets. In the event that AIRLINE shall, directly or indirectly, assign, sell, hypothecate or otherwise transfer this Agreement, or any portion of AIRLINE's Leased Premises, without the prior written consent of the CITY except as allowed for above, the CITY, in its sole discretion may terminate this Agreement. E. Except for a sublease to any company with which AIRLINE merges or consolidates, or acquires substantially all of the AIRLINE's assets, AIRLINE shall not sublease AIRLINE's Leased Premises without 40 the prior written consent of CITY, which consent may be withheld if CITY has substantially similar space available, but unleased, or if CITY can make such space available for lease within a reasonable time. Exclusive or preferential use of AIRLIN E's Exclusive Use Premises or any part thereof, or preferential use of AIRLIN E's Preferential Use Premises or any part thereof, by anyone other than AIRLINE or a Scheduled Air Carrier being handled by AIRLINE shall be deemed a sublease. C. AIRLINE shall include with its request for permission to assign or sublease, a copy of the proposed assignment or sublease agreement, if prepared. In the event such proposed agreement has not been prepared, a written summary of the material terms and conditions to be contained in such agreement shall be included with AIRLINE's request for tentative approval by the CITY. The assignment or sublease agreement or written summary submitted with AIRLINE' s request shall include the following information: (i) the term; (ii) the area or space to be assigned or subleased; (iii) the sublease rentals to be charged; and (iv) the provision that assignee or sub lessee must execute a separate operating agreement with CITY. Any other information reasonably requested by CITY pertaining to said sublease or assignment shall be promptly provided by AIRLINE. A fully executed copy of such sublease or assignment shall be submitted to CITY for final approval before occupancy of AIRLINE's Leased Premises, or any portion thereof, by the assignee or sub lessee. D. In the event the Rentals, Fees and Charges for subleased premises exceed the Rentals, Fees and Charges payable by AIRLINE for said premises pursuant to this Agreement, AIRLINE shall pay to CITY the excess of the Rentals, Fees and Charges received from the sub lessee over that specified to be paid by AIRLINE herein; provided, however, AIRLINE may charge a reasonable fee for administrative costs, not to exceed fifteen percent (15%) of the specified sublease rental and such fee shall not be considered part of excess Rentals, Fees and Charges. AIRLINE may also charge a reasonable fee to others for the use of AIRLINE' s capital equipment and to charge for use of utilities and other services being paid for by AIRLINE E. Nothing in this Article 15 shall be construed to release AIRLINE from its obligations under this Agreement, including but not limited to, the payment of Rentals, Fees and Charges provided herein. ARTICLE 16: AVAILABILITY OF ADEQUATE FACILITIES 16.01 Declaration of Intent. The parties acknowledge the objective of CITY to offer to all Air Transportation Companies desiring to serve Airport access to the Airport and to provide adequate gate positions and space in the Terminal. Recognizing that physical and financial limitations may preclude timely expansion of the Terminal and 41 Aircraft Parking Apron areas to meet the stated requests of AIRLINE and/or such other Scheduled Air Carriers ("Requesting Airlines") for additional facilities, CITY hereby states its intent to pursue the objective of achieving an optimum balance in the overall utilization of Terminal and Aircraft Parking Apron areas to be achieved, if necessary, through sharing or reassigning, from time to time, of gate positions and other passenger handling facilities. 16.02 Accommodation of Requesting Airlines. A. AIRLINE shall cooperate with CITY to accommodate the needs of a Requesting Airline by permitting such Requesting Airline to utilize AIRLINE's Preferential Leased Premises for the time period(s) necessary to permit passenger loading and unloading operations in conjunction with the scheduled operations of such Requesting Airline at times when the use of such facilities shall not interfere with AIRLINE's planned operations or those of its approved sub lessees, licensees or permittees. In determining if AIRLINE shall be required to accommodate a Requesting Airline, the CITY shall consider AIRLINE's capabilities, capacity, facilities and therefore, after taking into account AIRLINE' s own requirements and contractual obligations, the compatibility of said Requesting Airline's proposed operations with those of AIRLINE, and the need for labor harmony. CITY shall not require AIRLINE to accommodate a Requesting Airline if CITY has unassigned gates which can reasonably accommodate the needs of said Requesting Airline. AIRLINE's accommodation of a Requesting Airline shall be subject to the following: 1) a written agreement between AIRLINE and Requesting Airline, approved in writing by CITY prior to the effective date thereof, 2) Requesting Airline enters into an agreement with CITY to operate at the Airport, and 3) a written agreement between AIRLINE and requesting Airline identifying indemnification and insurance requirements consistent with the terms of this Agreement.. In order to make sure that all users of Airport facilities will be treated equally and that AIRLINE will be properly reimbursed for the use of AIRLINE's Leased Premises, AIRLINE will compute prorated fees and charges for Exclusive and Preferential Use Premises based on flight and enplanement data of both airlines and may not charge more than 100% of the charges AIRLINE is responsible to pay to the CITY for the rights and privileges granted herein. AIRLINE may charge a reasonable fee for administrative costs, not to exceed fifteen percent (15%) of the specified fees and charges and such fee shall not be considered part of fees and charges. AIRLINE may also charge a reasonable fee to others for the use of AIRLINE' s capital equipment and charge for use of utilities and other services being paid for by AIRLINE. B. AIRLINE shall cooperate with CITY to accommodate other Air Transportation Companies from time to time, as deemed necessary by CITY for situations including, but not limited to unscheduled flights including charters, diversions due to weather, and other circumstances not otherwise accommodated or handled by a Signatory Airline, and scheduled flights for which the Scheduled Air Carrier has no assigned 42 gates. Provided, however, AIRLINE shall not be required to accommodate such other Scheduled Air Carriers pursuant to this Paragraph 16.02.B. if all of AIRLINE's gate positions are occupied by AIRLINE's flights or flights of other Scheduled Air Carriers already being accommodated by AIRLINE at the time of said flight needing to be accommodated. For purposes of this provision, the overnight parking of AIRLINE's aircraft at a gate position or parking of AIRLINE's aircraft ata gate position other than between one (1) hour before arrival or one (1) hour after scheduled departure of AIRLINE' s aircraft shall not be deemed occupation of said gate position. If AIRLINE accommodates such other Scheduled Air Carriers then said other Scheduled Air Carrier shall be required to vacate AIRLINE's gate position at least (1) hour prior to AIRLINE's next scheduled flight arrival/departure at said gate position. The accommodated carrier shall pay AIRLINE's reasonable costs incurred in removing AIRLINE' s aircraft from or moving AIRLINE's aircraft to the gate positions. C. Subject to the provisions of Sections 15.01 and 15.02, nothing contained in this Article shall prevent or prohibit AIRLINE from electing to enter into an agreement with other Scheduled Air Carriers authorized to operate at the Airport and desiring the joint use of AIRLINE's Leased Premises as provided in Article 15 herein with approval of CITY. ARTICLE 17: GOVERNMENT INCLUSION 17.01 Government Agreements. This Agreement shall be subordinate to the provisions of any existing or future agreements between CITY and the United States Government or other governmental authority, relative to the operation or maintenance of the Aviation System, the execution of which has been or will be required as a condition precedent to the granting of Federal or other governmental funds for the development of the Aviation System, to the extent that the provisions of any such existing or future agreements are generally required by the United States or other governmental authority of other airports receiving such funds. CITY agrees to provide AIRLINE written advance notice of any provisions which would adversely modify the material terms of this Agreement. 17.02 Federal Government's Emergency Clause. All provisions of this Agreement shall be subordinate to the rights of the United States of America to operate the Aviation System or any part thereof during time of war or national emergency. Such rights shall supersede any provisions of this Agreement inconsistent with the operations of the Aviation System by the United States of America. 17.03 Nondiscrimination 43 A. AIRLINE for itself, its personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby agree as a covenant running with the land that (1) no person on the grounds of race, color or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of AIRLINE's Leased Premises, (ii) in the construction of any improvements on, over, or under AIRLINE's Leased Premises and the furnishing of services thereon, no person on the grounds of race, color or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination, and (iii) AIRLINE shall use the AIRLINE's Leased Premises in compliance with all other requirements imposed by or pursuant to 14 CFR Part 152, Subpart E Non Discrimination in Airport Aid Program and 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 Regulations may be amended. B. AIRLINE acknowledges that the provisions of 49 CFR, Part 23, Disadvantaged Business Enterprises (DBE), as said regulations may be amended, and such other similar regulations may be enacted, may be applicable to the activities of AIRLINE under the terms of this Agreement, unless exempted by said regulations, and hereby agrees to comply with the Federal Aviation Administration and the U.S. Department of Transportation, in reference thereto. These requirements may include, but not be limited to, compliance with DBE participation goals, the keeping of certain records of good faith compliance efforts, which would be subject to review by the various agencies, the submission of various reports and, if so directed, the contracting of specified percentages of goods and services contracts to Disadvantaged Business Enterprises. C. In the event of breach of any of the above nondiscrimination covenants, CITY shall have the right to cancel this Agreement after such action as the United States Government may direct to enforce this covenant has been followed and completed, including exercise or expiration of appeal rights. 17.04 Security AIRLINE must comply with, and require compliance by its sub lessees, if any, and both its and their respective contractors, suppliers of materials and furnishers of services, employees, agents, and business invitees, with all present, amended, and future laws, rules, regulations, or ordinances promulgated by the CITY, the Airport Security Plan ("ASP"), the Federal Aviation Administration ("FAA"), Department of Homeland Security ("DHS") or other governmental agencies to protect the security and integrity of the Secured Area ("SA"),the Air Operations Area ("AOA"), and the Security Identification Display Area ("S IDA"), as defined by the Airport, the FAA, and TSA, and to protect against access to the SA, AOA, and SIDA by unauthorized persons. Subject to the approval of the Director, the AIRLINE must adopt procedures to control and limit access to the SA, AOA, and SIDA 44 by the AIRLINE, its sub lessees, and its and their respective contractors, suppliers of materials and furnishers of services, employees, and business invitees in accordance with all present and future ASP, FAA, and DHS laws, rules, regulations, and ordinances. AIRLINE further agrees to indemnify, hold harmless, defend and insure the CITY, its officers, agents, and employees against the risk of legal liability for death, injury, or damage to persons or property, or fees and expenses, direct or consequential, arising from entry of the SA or SIDA permitted, allowed or otherwise made possible by AIRLINE, its sub lessees or its or their respective contractors, suppliers of materials and furnishers of services, employees, business invitees, agents, or any person under the direction of AIRLINE, which entry violates CITY, ASP, FAA, or DHS laws, rules, regulations, or ordinances or AIRLINE's Director - approved procedures for controlling access to the SA or SIDA as provided hereinabove. The AIRLINE must obtain employee identification badges for all personnel authorized by the AIRLINE to have access to the SA, AOA, or SIDA, in accordance with the provisions of Federal Aviation Regulations, 49CFR Part 1542, and other laws, rules, regulations and ordinances. AIRLINE must pay all fines associated with security breaches/infractions by AIRLINE or its sub lessees and its and their respective agents, officers, business invitees, and employees in the SA, AOA, or SIDA, regardless of whether the fine is assessed to CITY, Airport or AIRLINE and/or its sub lessees, and its or their respective agents, officers, business invitees or employees however AIRLINE may contest such fine in accordance with administrative procedures of the agency issuing the fine. ARTICLE 18: GENERAL PROVISIONS 18.01 Subordination to Master Bond Ordinance A. This Agreement and all rights granted to AIRLINE hereunder are expressly subordinated and subject to the lien and provisions of the pledges, transfer, hypothecation or assignment made by CITY in the Master Bond Ordinance No. 024163. CITY and AIRLINE agree that to the extent required by the Master Bond Ordinance No. 024163 or law, the holders of the Bonds or their designated representatives shall have the right to exercise any and all rights of CITY hereunder. B. CITY shall notify AIRLINE in advance of any amendments or supplements to the Master Bond Ordinance No. 024163 that would materially alter the terms and provisions of this Agreement. CITY and AIRLINE shall use their commercially reasonable efforts to agree on the implementation of any such material amendments or supplements desired solely by CITY for its own purposes. C. With respect to property leased by the CITY to AIRLINE hereunder which was or is to be acquired by the CITY with proceeds of Bonds, the interest on which is, or is intended to be, excludable from the gross 45 income of the holders of such Bonds for federal income tax purposes, the parties hereby covenant to protect the tax-exempt status of the Bonds, 18.02 Non -waiver. No waiver of default by either party of any of the terms, covenants, or conditions of this Agreement to be performed, kept and observed by the other party shall be construed to be or act as a waiver of any subsequent default of any of the terms, covenants and conditions to be performed, kept and observed by the other party and shall not be deemed a waiver of any right on the part of the other party to cancel this Agreement as provided herein. 18.03 Rights Non -Exclusive. Notwithstanding anything herein contained that may be or appear to the contrary, the rights, privileges and licenses granted under this Agreement, except in Exclusive Use Premises, are "non-exclusive" and CITY reserves the right to grant similar privileges to others. 18.04 Quiet Enjoyment. A. CITY agrees that, so long as AIRLINE' s payment of Rentals, fees and Charges is timely and AIRLINE keeps all covenants and agreements contained herein, AIRLINE shall peaceably have and enjoy AIRLINE's Leased Premises and all rights, privileges and licenses of the Airport, its appurtenances and facilities granted herein, subject to the terms and conditions herein contained. B. Consistent with the nature of AIRLINE'S business, AIRLINE agrees that occupancy of AIRLINE's Leased Premises will be lawful and quiet and that it will not knowingly use or permit the use of AIRLINE's Leased Premises in any way that would violate the terms of this Agreement, create a nuisance, or disturb other tenants or the general public. AIRLINE shall be responsible for the activity of its officers, employees, agents, and others under its control with respect to this provision. 18.05 Performance. The parties expressly agree that time is of the essence in this Agreement. Failure by a party to complete performance within the time specified, or within a reasonable time if no time is specified herein, shall relieve the other party, without liability, of any obligation to accept such performance. 18.06 Aviation Rights. CITY reserves unto itself, its successors, and assigns for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the Airport, including AIRLINE's Leased Premises, for navigation or flight in the said airspace for landing on, taking off from, or operating at the Airport. 46 18.07 Rules and Regulations. A. AIRLINE, its officers, employees, agents and others under its control shall observe and obey all laws, regulations, and orders of the Federal, state, county and municipal governments which may be applicable to AIRLINE'S operations at the Airport. B. CITY may from time to time adopt, amend or revise reasonable and non-discriminatory rules and regulations for the conduct of operations at the Airport, for reasons of safety, health, preservation of the property or for the maintenance of the good and orderly appearance of the Airport. AIRLINE, its officers, employees, agents, and others under its control shall faithfully comply with and observe such rules and regulations, except as they may conflict with the terms and provisions of this Agreement, or the regulations of another governmental authority having appropriate jurisdiction. C. AIRLINE shall be strictly liable and responsible for obtaining, maintaining current, and fully complying with, any and all permits, licenses, and other governmental authorizations, however designated, as may be required at any time throughout the entire term of this Agreement by any Federal, state, or local governmental entity or any court of law having jurisdiction over AIRLINE or AIRLINE's operations and activities at the Airport. 18.08 Inspection. AIRLINE shall allow CITY's authorized representatives access to AIRLINE'S Leased Premises for the purpose of examining and inspecting said premises; for purposes necessary, incidental to, or connected with the performance of its obligations under this Agreement; or, in the exercise of its governmental functions. Except in the case of an emergency, upon reasonable advanced notice, CITY shall conduct such inspections during reasonable business hours with reasonable notice and in the presence of AIRLINE'S representative. 18.09 No Individual Liability. No member, officer, agent, director, or employee of CITY or AIRLINE shall be charged personally or held contractually liable by or to the other party under the terms or provisions of this Agreement or because of any breach thereof or because of its or their execution or attempted execution. 18.10 Relationship of Parties. Nothing contained herein shall be deemed or construed by the parties hereto, or by any third party, as creating the relationship of principal and agent, partners, joint venturers, or any other similar such relationship between the parties hereto. It is understood and agreed that neither the method of computation of rentals, fees and charges, nor any other provisions contained herein, nor any acts of the parties hereto, creates a relationship other than the relationship of landlord and tenant. 47 18.11 Capacity to Execute. The individuals executing this Agreement personally warrant that they have full authority to execute this Agreement on behalf of the entity for whom they are acting herein. 18.12 Savings. The parties hereto acknowledge that they have thoroughly read this Agreement, including any exhibits or attachments hereto and have sought and received whatever competent advice and counsel was necessary for them to form a full and complete understanding of all rights and obligations herein. The parties further acknowledge that this Agreement is the result of negotiations between the parties and shall not be construed against CITY by reason of the preparation of this Agreement by CITY. 18.13 Successors and Assigns Bound. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. 18.14 Incorporation of Exhibits. All exhibits and attachments referred to in this Agreement are intended to be and are hereby specifically made a part of this Agreement. 18.15 Titles. Paragraph titles are inserted only as a matter of convenience and for reference, and in no way define, limit or describe the scope or extent of any provision of this Agreement. 18.16 Severability. In the event that any covenant, condition or provision of this Agreement is held to be invalid by any court of competent jurisdiction, the invalidity of such covenant, condition, or provision shall not materially prejudice either CITY or AIRLINE in their respective rights and obligations contained in the valid covenants, conditions or provisions of this Agreement. 18.17 Amendments. This Agreement constitutes the entire agreement between the parties. Except as provided in Sections 4.01 and 8.03, no amendment, modification or alteration of the terms of this Agreement shall be binding unless the same be in writing, dated subsequent to the date hereof, and duly executed by the parties hereto. 18.18 Most Favored Nations. CITY covenants and agrees riot to enter into any agreement with any Air Transportation Company which (i) makes substantially similar use of the Airport, (ii) operates substantially similar aircraft, and (iii) utilizes substantially similar facilities to that of AIRLINE, which contains more favorable terms than this Agreement, or to grant to any such Scheduled Air Carrier rights or privileges with respect to the Airport which are not afforded to AIRLINE hereunder unless substantially the same terms, rights, privileges and facilities are 48 concurrently made available to AIRLINE. 18.19 Other Agreements. Other than as set forth herein, nothing contained in this Agreement shall be deemed or construed to nullify, restrict or modify in any manner the provisions of any other Agreement or contract between CITY and AIRLINE authorizing the use of the Airport, its facilities and appurtenances. 18.20 Approvals A. Whenever this Agreement calls for approval by CITY, such approval shall be evidenced by the written approval of the Director. B. Any approval required by either party to this Agreement shall not be unreasonably withheld or delayed. 18.21 Notices (A) All notices, demands, requests, or replies provided for or permitted under this Agreement, by either party must be in writing and must be delivered by one of the following methods: (1) by personal delivery; (2) by deposit with the United States Postal Service as certified or registered mail, return receipt requested, postage prepaid; (3) by prepaid telegram; (4) by deposit with an overnight express delivery service, for which service has been prepaid; or (5) by fax transmission. (B) Notice deposited with the United States Postal Service in the manner described above will be deemed effective two (2) business days after deposit with the United States Postal Service. Notice by telegram or overnight express delivery service will be deemed effective one (1) business day after transmission to the telegraph company or overnight express carrier. Notice by fax transmission will be deemed effective upon transmission, with proof of confirmed delivery. (C) All such communications must only be made to the following: If to the City: Director of Aviation City of Corpus Christi 1000 International Drive Corpus Christi, TX 78406 Fax: (361) 289-0251 If to the Airline: Name ql40 D. fJfCKS VpAddress {33. nrnar0 r�` City, State, Zip Rd (LT WDiz-T�-1 Fax: r1' 1(01 3102 Co,PP,i-- SEAv/C6_ t,vD.) imp 64i714-- --1)( 1(015'5 49 (D) Either party may change the address to which notice is sent by using a method set out above. The AIRLINE shall notify the CITY of an address change within ten (1 Q) business days after the address is changed. 18.22 Agent For Service. It is expressly understood and agreed that if AIRLINE is nota resident of the State of Texas, or is an association or partnership without a member or partner resident of said state, or is a foreign corporation not licensed to do business in Texas, then in any such event, AIRLINE shall appoint an agent for the purpose of service of process in any court action between it and CITY arising out of or based upon this Agreement. AIRLINE shall immediately notify CITY, in writing, of the name and address of said agent. Such service shall be made as provided by the laws of the State of Texas for service upon a non-resident engaging in business in the State. It is further expressly agreed, covenanted and stipulated that, if for any reason, such service of process is not possible, as an alternative method of service of process, AIRLINE may be personally served out of the State of Texas by the registered mailing of such service at the address set forth in Section 18.21. 18.23 Governing Law. This Agreement is to be read and construed in accordance with the laws of the State of Texas. The parties hereto agree that any court of proper jurisdiction presiding in Nueces County, Texas shall be the forum for any actions brought hereunder. 18.24 Force Maieure. Except as herein provided, neither CITY nor AIRLINE shall be deemed to be in default hereunder if either party is prevented from performing any of the obligations, other than the payment of Rentals, Fees and Charges hereunder, by reason of strikes, boycotts, labor disputes, embargoes, shortages of energy or materials, acts of God, acts of the public enemy, weather conditions, riots, rebellion, war, acts of terrorism, or sabotage, or any other circumstances for which it is not responsible or which are not within its control. 18.25 Entire Agreement. It is understood and agreed that this instrument contains the entire agreement between the parties hereto. It is further understood and agreed by AIRLINE and CITY that CITY and CITY' s agents and AIRLINE and AIRLINE'S agents have made no representations or promises with respect to this Agreement or the making or entry into this Agreement, except as in this Agreement expressly set forth, and that no claim or liability or cause for termination shall be asserted by either party, and neither party shall be liable by reason of, the breach of any representations or promises not expressly stated in this Agreement. Any other written or verbal agreement is expressly waived by AIRLINE and CITY. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. ATTEST: CITY OF CORPUS CHRISTI 50 Printed Name: Avv&rd aapa, Title: 6i-f-'-itixtka_ri APPROVED AS TO LEGAL FORM THIS /V—DAY OF Assi -t- t City Attorney For Attorney Printed Name: aline Gg AfbiEy 7ptiopt oa9 Date: ATTEST: Printed Name: kW" CL J14j11) 5 Title: ei1 A.diYl.«"L"i Date: W21067 AUTHORIZED Iry couNcti .04I /0 R.....® Citi Manager Printed Name: ,4'J 2', iacol ie IJ. , ;ICJ 1 , 2009: ewe" I .ICU , we_ A l e%(b.._ AIRLINE Printed Name"° D. NICKS Title: V.P. CORPORATE SERV Date: 7.76? 51 EXHIBIT A AIRPORT BOUNDARIES All Exhibits to be replaced by a separate document AIRPORT LAYOUT PLAN ter rwM CORPUS CHRISTI INTERNATIONAL AIRPORT Corpus Christy, Teams MOIL nmr 52 EXHIBIT B AIRLINE'S LEASED PREMISES AMERICAN EAGLE AIRLINES The Leased Premises, including Exclusive Use, Preferential Use, and Joint Use Premises, for the AIRLINE are described below: Fig. CI&C2 Fig. C4 1695.88 Square feet of ticket counter, office and baggage makeup space for the Exclusive Use of the Airline 1904.69 Square feet of passenger hold room space for Preferential Use of the Airline. Fig. C6 6002.53 Square feet of space for baggage drop and baggage claim for Joint Use of Airline. Fig. C9 1 Apron position(s) for Preferential Use of the Airline 27' -ll" FUTURE TICKET COUNTER (6 POSMTIONS] FUTURE ATO (2,763.27 SF TICKETING (311.60 SF QUEUEING 279.10 SF TOTAL AREA (3.353.97 SF) FIGURE C1 LEASED SPACE AMERICAN ATO AREA 79'-7" .1 buff '77,2 OWATA Awrir 4 .1 r pl 40, 1 AMERICAN .4/1 I ATO (1,10422 SF) TICKETING (295.80 SF) A p � QUEUEING(295.80 SF). TOTAL AREA(1,9588 SF) IF CORPUS CHRISTI INTERNATIONAL AIRPORT 2009 AIRLINE LEASE AGREEMENT NOTE: ALL MEASUREMENTS TO DETERMINE THE AREA OF EXCLUSIVE SPACE LEASED SHALL BE FROM THE INTERIOR OF THE EXTERNAL WALLS AND FROM THE CENTERLINE TO CENTERLINE OF EACH INTERIOR WALL , OR, IN THE ABSENCE OF INTERIOR WALLS, THE POINT OF SAID CENTERLINE WOULD BE LOCATED IF SUCH INTERIOR WALL EXISTED. 40' -ll" SOUTHWEST TICE T COUNTER (6 POSITIONS' Corpus Christi International Airport — SOUTHWEST ATO (1,596.50 SF 11CKETING (409.10 SF) QUEUEING (409.10 SF) TOTAL AREA42,414.70 SF) 36,- 3" LO FUTURE ATO ATO TICKETING QUEUEING TOTAL AREA(1,900,00 SF) KEY MAP AMERICAN CITY OF CORPUS CHRISTI INTERNATIONAL AIRPORT AVMTIONDEPT. DWN. BY: BEN_VASQUEZ APPROVED BY: ROY DATE 3-2009 PROD. # 2009_4IRLINE_LFASE memo., E4SE1C7-A1 REA AMERICAN TICKET COUNTER (6 POSITIONS) Corpus Christi International Airport — BAGGAGE BELT AMERICAN ATO (1,104.22 SF) TICKETING (295.83 SF) QUEUEING (295.83 SF) TOTAL AREA(1,695.88 SF) J FIGURE C2 LEASED SPACE AMERICAN ATO AREA CORPUS CHRISTI INTERNATIONAL AIRPORT 2009 AIRLINE LEASE AGREEMENT NOTE: ALL MEASUREMENTS TO DETERMINE THE AREA OF EXCLUSIVE SPACE LEASED SHALL BE FROM THE INTERIOR OF THE EXTERNAL WALLS AND FROM THE CENTERLINE TO CENTERLINE OF EACH INTERIOR WALL , OR, IN THE ABSENCE OF INTERIOR WALLS, THE POINT OF SAID CENTERLINE WOULD BE LOCATED IF SUCH INTERIOR WALL EXISTED, 1 29'-7" N S Q T KEY MAP AMERICAN CITY OF CORPUS CHRISTI INTERNATIONAL AIRPORT AVIATION DEPT. OWN. BY: BEN_VASQUEZ APPROVED BY: ROY DATE 3-2009 PROJ. # 2009_AIRLINE_LEASE Corpus chrlsti International Airport f 3 f ®O ®O 24'- 8" AMERICAN OPS (447.80 SF) FIGURE C3 FUTURE LEASE AMERICAN OPS AREA CORPUS CHRISTI INTERNATIONAL AIRPORT 2009 AIRLINE LEASE AGREEMENT EFEECTIVE NOTE: ALL MEASUREMENTS TO DETERMINE THE AREA OF EXCLUSIVE SPACE LEASED SHALL BE FROM THE INTERIOR OF THE EXTERNAL WALLS AND FROM THE CENTERLINE TO CENTERLINE OF EACH INTERIOR WALL , OR, IN THE ABSENCE OF INTERIOR WALLS, THE POINT OF SAID CENTERLINE WOULD BE LOCATED IF SUCH INTERIOR WALL EXISTED. KEY MAP AMERICAN CITY OF CORPUS CHRIST! INTERNATIONAL AIRPORT AVIATION DEPT. OWN. BY• BEN_VASQUEZ APPROVED 8Y: ROY DATE: 3-2009 PROJ. 2009 .AI RU NE_LEASE 27'--10" i f L AMERICAN HOLDROOM 1904.69 SQ, FT. 2091 FIGURE C4 LEASED SPACE AMERICAN HOLDROOM CORPUS CHRISTI INTERNATIONAL AIRPORT 2009 AIRLINE LEASE AGREEMENT NOTE: ALL MEASUREMENTS TO DETERMINE THE AREA OF EXCLUSIVE SPACE LEASED SHALL BE FROM THE INTERIOR OF THE EXTERNAL WALLS AND FROM THE CENTERLINE TO CENTERLINE OF EACH INTERIOR WALL , OR, IN THE ABSENCE OF INTERIOR WALLS, THE POINT OF SAID CENTERLINE WOULD BE LOCATED IF SUCH INTERIOR WALL EXISTED. a Corpus Christi International Airport — 13'-6" 13'-6" HOLD"OOM 20'! 2 KEY MAP AMERICAN loassolooll CITY OF CORPUS CHNSTI INTERNATIONAL AIRPORT AVIATION DEPT. DWN. BY: BEN_VASQUEZ APPROVED BY. ROY DATE: 3-2009 PROJ. j9 2009. AIRUNE_LEASE 102'- 4" BAGGAGE CLAIM 4102.31 SF Corpus Christi International Airport BAGGAGE BREAK -DOWN 1900.22 SF 115'-9" FIGURE C6 BAGGAGE CLAIM AREA CORPUS CHRISTI INTERNATIONAL AIRPORT 2009 AIRLINE LEASE AGREEMENT NOTE: ALL MEASUREMENTS TO DETERMINE THE AREA OF EXCLUSIVE SPACE LEASED SHALL BE FROM THE INTERIOR OF THE EXTERNAL WALLS AND FROM THE CENTERLINE TO CENTERLINE OF EACH INTERIOR WALL , OR, IN THE ABSENCE OF INTERIOR WALLS, THE POINT OF SAID CENTERLINE WOULD BE LOCATED IF SUCH INTERIOR WALL EXISTED. BAGGAGE CLAIM AREA BAGGAGE BREAK -DOWN 4102,31 SF 1900.22 SF TOTAL 6002.53 SF KEY MAP d BAGGAGE CLAIM CITYOF CORPUS CIIRISTI INTERNATIONAL AIRPORT AVIATION DEPT. OWN. BY: BEN_V..4SQUE2 APPROVED BY• ROY DATE: 3-2009 PROJ. 2009_4IRLINL.LEASE GATE 1 26,757.68 205' 8. F. 1 City Gate w lMa27 MN Continental ■ 20 Southwest 2 p uI �it'AY m, 00 UPI rte- i%i J' i' II 4 S.__11---_ 1101 America iI' 1I1 :tip GATE 2 28,036.35 S.F. —Oa GAT E 3A 30,992.82 S. F. GATE 6 3,880.91 S.F. GATE 38 30,898.92 S.F. GATE 5 CO 31,773.67 S.F. cn GATE 4 11,741.72 S.F. Corpus Odd laternalionalAirport PREFERENTIAL USE OF APRON POSR!ONS MAMA O AMLINI TWA OF ANtCRAFT Of CCM O 2 SOUTMFIN>7 737 O SA CONT S7PRRSE ATA 72, 1 NN CONTINLMTAL MOaS,T]T,OCO OSA AMERICAN MALL RAJ •S! AMIMCAN MOWS ATR72 OS OILTAIAAA CIU n 114 CM'SF CORM WW1 MEM CAM 1111B1RATIMAL AIRPORT COWES WM TEM MWMOMMWMEWNWNEW MMMW S,'.F N/A *mom w wcm, t ptv Oats 5/2afc sl at No. I EXHIBIT D DESIGNATION OF RESPONSIBILITIES FOR OPERATION AND MAINTENANCENeed to redo with gates as joint use EXCLUSIVE USE JOINT USE USE 1. Air Conditioning Baggage Offices Claim & & Conveyor,& Ticket Baggage Operations Ticket Security Counters Makeup Area Lobby Screening Loa din g Bri dge s Apron Area a. Maintenance C C A C C C N/A b. Operation C C A C C A N/A c. Chilled Air N/A Distribution C C A N/A 2, Heating a. Maintenance C C A C C C N/A b. Operation C V A C C A N/A c. Warm Air C N/A Distribution C C A C N/a 3. Lighting a. Bulb & Tube C C Replacement C A A C C b. Maintenance C A A 0 C C C 4. Electrical Maintenance /1 A A A C C C C 5. Water a. Distribution N/A C C C C C C b. Fixtures N/A A A C C C C 6. Sewage a. Distribution N/A C C C C N/A N/A b. Fixtures N/A A A C C N/A N/A 7. Maintenance a. Other than C Structure A A A C C N/A b. Structure C C C C C C C c. Exterior C C C C C C N/A 8. Custodial Service A A A C C C A 9. Window Cleaning a. Exterior N/A b. Interior N/A C A C C C G N/A A C C C N/A NOTES: A - AIRLINE, C - City, N/A - Not Applicable. /1 AIRLINE shall be responsible for any electrical fixtures or services installed by AIRLINE. All areas not part of AIRLINE's Exclusive Use Premises shall be CITY's responsibility; provided, however, CITY shall not be responsible for any systems or services installed by AIRLINE, or systems and services installed by CITY, but modified by AIRLINE, unless otherwise agreed to by the parties hereto. 64 EXHIBIT E MONTHLY STATISTICAL REPORT MONTH and YEAR AIRLINE AFFILIATE AIRLINE Passenger Traffic CATEGORY AIRLINE AFFILIATE Number of Enplaned Passengers Gross Landing Weight per Aircraft Type Total Seats Available for Month Number of Enplaned Rev. Passengers Number of Enplaned Non - Rev. Passengers Number of Deplaned Passengers Number of Deplaned Rev. Passengers Number of Deplaned Non - Rev. Passengers Landing Data Aircraft Type Airline or Affiliate Number of Landings for the Month Gross Landing Weight per Aircraft Type Total Seats Available for Month Total Weight per Aircraft Type Total Seats Available Landing Rate $ Total Due for Landing Fees $ Cargo Total Freight Total Mail Enplaned Deplaned Enplaned Deplaned LOAD FACTOR for the Month: Signature of Company Official 65 EXHIBIT F TERMINAL EQUIPMENT The following is a list of Terminal Equipment that may be in the AIRLINE's Leased Premises and is owned by the CITY and is for the use of the Airlines: Passenger Loading Bridges Potable Water Units for Loading Bridges Passenger Lift MUFIDS PA System Podiums 66 EXHIBIT G-1 AIRPORT OPERATING FUND 4610 REQUIREMENTS FY 10 Total O&M Capital AIRPORT DIVISIONS Budget Expenditures Outlay Airfield 458,456 443,271 15,185 Facilities 334,755 334,755 0 Custodial Maintenance 534,805 534,805 0 Parking Lot 405,424 397,224 8,200 Building Maint 1,863,324 1,863,324 0 Public Safety 1,537,660 1,512,660 25,000 Operations 503,326 490,826 12,500 TOTAL Direct O&M 5,637,750 5,576,865 60,885 Administration 1,010,430 1,010,430 0 Ouerating Transfers: City Administration 341,534 Other Interfund Charges 16,872 TOTAL Indirect O&M 1,388,836 TOTAL O&M REQUIREMENT $ 7,006,586 Operating Reserve Fund - Coverage Regt. (35,580) Debt Service - Other 423,206 Debt Service - 2000 Bonds 509,156 358,406 $ 6,945,701 896,783 TOTAL FUND 4610 REQUIREMENTS $ 7,903,368 $ 7,842,483 Aviation Capital Reserve Fund Transfer (151,956) TOTAL BUDGET FOR FUND 4610 $ 7,751,412 Note Disclosure Only: PFC (2) Fund 4621 Debt Service - 2000 Bonds Series A & 6 $ 1,076,810 7/7/2009 11:21 AM Final EXHIBIT G-1.1 AIRPORT OPERATING FUND REVENUES FY 2008 FY 10 Proposed Acct # Account Description Budget Airline ayments raer-lae it Terminal Credit r AviationDept Revenues 320000 Landing fees 636,000 100% 636,000 - 320010 Airline space rental 1,026,000 100% 1,026,000 320020 Apron charges 228,000 100% 228,000 320030 Fuel flowage fees 96,000 100% 96,000 - 320040 Cargo Facility Rental 19,404 100% 19,404 320100 Resale-Electric Power-Term 90,000 - 100% 90,000 - 320120 Fixed based operator revenue 120,000 - 100% 120,000 - 320130 Security service 293,616 100% 293,616 - - 320135 Airline Janitorial Services 38,244 - 100% 38,244 - 320200 Agricultural leases 81,005 100% 81,005 320230 Rent-commercial non-aviation 79,205 100% 79,205 320300 Gift shop concession 115,272 - 100% 115,272 - 320310 Auto rental concession 1,120,000 100% 1,120,000 0% 320340 Restaurant concession 94,000 100% 94,000 320360 Automated teller machines 12,000 - 100% 12,000 320380 Telephone concessions - - 100% 320390 Advertising concession 53,165 - 100% 53,165 - 320420 Airport Badging Fees 12,000 - 100% 12,000 320450 TSA-Check Point Fees 121,511 - 100% 121,511 - 320460 Terminal Space Rental-Other 420,358 100% 420,358 320470 TSA Buildout Fee - - - 100% - 320500 Parking tot 1,310,500 85.0% 1,113,925 0.0% - 15.0% 196,575 320510 Parking fines-Airport 900 - 100% 900 320520 Premium Covered Parking 657,000 3% 19,710 5% 32,850 924 604,440 320560 Rent-a-car parking 43,680 - - 100% 43,680 320570 Rent-a-car Security Fee 190,000 0% - 100% 190,000 320610 Trash hauling - caterer 2,664 100% 2,664 320650 Ground transportation 117,500 - 100% 117,500 320710 Other revenue 1,200 100% 1,200 340900 Interest on investments 70,000 - 100% 70,000 343500 Oil and gas leases 114,000 10% 11,400 90% 102,600 343501 Oil and gas leases-Interdept 14,400 10% 1,440 90% 12,960 350440 Trsfr from Stores Fund - 0% - 100% - 343600 AIR Finance Charges - - - 100% - TOTAL REVENUE $ 7,177,624 $ 2,183,616 $ 1,362,475 $ 2,100,064 $ 1,531,469 7/7/2009 11:25 AM Final DIRECT COST CENTERS EXHIBIT G-2 COST CENTER ALLOCATIONS FY 10 Direct Indirect Debt TOTAL O&M O&M Service COSTS Terminal Security 228,447 55,708 - 284,155 Airfield 1,804,323 439,998 50,303 2,294,624 Terminal 2,376,896 579,625 441,878 3,398,399 Parking 736,756 179,664 149,746 1,066,166 Other 405,783 98,953 112,523 617,259 Total $ 5,552,205 $ 1,353,948 $ 754,450 $ 7,660,603 Source Exhibit G-2.1 G-2.1 G-2.2 7/7/2009 11:39 AM Final EXHIBIT G-2.1 ALLOCATION OF O&M EXPENSES FY 10 ALLOCATION OF DIVISION BUDGET TO COST CENTERS % of " Total Direct Operating TOTAL Airfield Facilities Custodial Parking Bldg Maint P. Safety 1 Operations Direct O&M O&M Admin Transfers O&M COST CENTERS Terminal Security 0.0% 0.0% 1.0% 0,0% 1.0% 14.0% 0.0% Airfield 90.0% 33.0% 0,0% 0.0% 23.0% 42.0% 50.0% Terminal 0,0% 46.0% 95.0% 0.0% 69.0% 27.0% 10.0% Parking 0,0% 10,0% 2,0% 100.0% 5,0% 4.0% 25.0% Other 10,0% 11.0% 2,0% 0.0% 2.0% 13,0% 15.0% (roads, apron, ARFF, GA) Total Allocation 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100,0% DIVISPON BUDGET 414,238 490,892 511,385 407,286 1,767,288 1,469,000 492,116 5,552,205 1,094,370 259,578 6,906,153 Terminal Security - - 5,114 17,673 205,660 228,447 4,1% 45,028 10,680 284,155 Airfield 372,814 161,994 406,476 616,980 246,058 1,804,323 32.5% 355,642 84,356 2,244,321 Terminal - 225,810 485,816 - 1,219,429 396,630 49,212 2,376,896 42.8% 468,499 111,125 2,956,521 Parking - 49,089 10,228 407,286 88,364 58,760 123,029 736,756 13.3% 145,219 34,445 916,420 Other 41,424 53,998 10,228 - 35,346 190,970 73,817 405,783 7.3% 79,982 18,971 504,736 (roads, apron, ARFF, GA) Total Allocation 414,238 490,892 511,385 407,286 1,767,288 1,469,000 492,116 5,552,205 100.0% 1,094,370 259,578 6,906,153 lb /b /a - Allocation percentages per management. /b - Allocation based on distribution of direct O&M. 7/7/2009 11:42 AM Final EXHIBIT G-2.2.1 BOND FUNDED ASSETS FY 2010 Bond -Funded Projects Airfield Term hat Parking Other TOTAL Fire Suppression System 3,026 3,026 RNV, TIUV, Aprons 14,730 14,730 C/C, Security, Bag Claim 74,368 74,368 Rental Car Lot 77,702 77,702 Landscaping 26,855 26,855 Commercial Ramp 126,697 126,697 Main Parking Lot 597,248 597,248 Ramp Space 115,348 115,348 Terminal Building Improvements 829,566 829,566 TIW and RNV 13/31 244,093 244,093 Security Fencing 8,269 8,269 Airport Master Pian 11,000 11,000 11,000 11,575 44,575 G.A. Apron 206,523 206,523 RNV 17-35 19,454 19,454 Airport Energy Conservation 5,000 5,000 Concourse and Holdroom 565,052 565,052 Ticket Wing Expansion 1,263,025 1,263,025 Landscaping Study 39,787 39,787 Terminal Air Conditioning 18,865 18,865 Graphics 113,500 113,500 Terminal Roof/HVAC 1,036,205 1,036,205 RAV 17/35 229,683 229,683 TOTAL FY1981-87 653,926 3,916,581 608,248 480,816 5,659,571 CFR Vehicle Signage and Landscaping Airport Entrance Sign Reconstruct Fire Eqpt. ARFF Vehicle Parking Lot Runway 17-35 TIW Rehab for RNV 13/31 Signage and Landscaping 47,893 22,277 52,632 47,893 22,277 52,632 TOTAL FY1988 47,893 0 . 0 52,632 100,525 17,209 28,116 97,540 142,460 117,667 301,752 17,209 28,116 97,540 142,460 117,667 301,752 TOTAL FY1989 305,452 0 97,540 301,752 704,744 Master Plan 10,098 10,098 Land Acquisition 125,954 125,954 TOTAL FY1991 0 0 0 136,052 136,052 Terminal Interior 34,916 34,916 Teminal Expansion 1,325,416 1,325,416 Terminal AIC for Concourse 39,005 39,005 Tower HVAC 1,684 1,684 Terminal Concourse & Holdroom 391,914 391,914 Service Center Roof/HVAC/Canopy 913,612 913,612 TNV J & Commercial Apron 293,192 293,192 TOTAL FY1992 293,192 2,706,547 0 0 2,999,739 Taxiway Rehab 13-31 Taxiway J Comm Apron 233,336 33,297 233,336 33,297 TOTAL FY1993 266,633 0 0 0 266,633 7/7/2009 12:01 PM Final EXHIBIT G-2.2.1 BOND FUNDED ASSETS FY 2008 Bond -Funded Projects Airfield Terminal Parking Parking/Revenue Control System 17,714 Parking Lot Improvements 19,681 Fencing/Access Control 99,466 G.A. Apron Ext. Fillet Widening Gen Avn Apron/Taxiway Ltg Boiler/Cooler Tower Replacement 27,176 Other 156,151 179,924 TOTAL 17,714 19,681 99,466 156,151 179,924 27,176 TOTAL FY1994 99,468 27,176 37,395 336,075 500,112 Terminal Renovation -Roof 161,419 161,419 NF Drainage Imp., Security Perimeter Rd. 164,700 164,700 TOTAL FY1995 164,700 161,419 0 0 326,119 Boiler/Cooler Tower Replacement 26,098 26,098 Terminal Relocate Airline 168,765 168,765 Terminal Elec Rm/Door Repl 8,646 8,646 TOTAL FY1997 0 203,509 0 0 203,509 Emergency Generator 181,252 - 181,252 Electrical Improvements/Sweeper/Lift 19 7,697 - - 7,697 TOTAL FY1998 7,697 181,252 - 188,949 Terminal Space Study Plan TOTAL FY2001 58,618 58,618 58,618 58,618 ARFF Vehicle 59,871 59,871 West Apron Improvements 15,656 15,656 Parking and Roadway Improvements 15,340 16,430 31,770 Terminal Improvements - 2,502,745 - 2,502,745 TOTAL FY2002 75,527 2,502,745 15,340 16,430 2,610,042 Terminal Improvements - 2,756,322 - - 2,756,322 Parking and Roadway Improvements 3,187,159 1,986,983 5,174,142 TOTAL FY2003 2,758,322 3,187,159 1,986,983 7,930,464 Terminal Improvements 2,790,575 - - 2,790,575 Parking and Roadway Improvements 420,275 541,349 961,624 TOTAL FY2004 2,790,575 420,275 541,349 3,752,199 Terminal Improvements Parking and Roadway Improvements TOTAL FY2005 955,923 - - 955,923 1,242,519 (21,281) 1,221,238 955,923 1,242,519 (21,281) 2,177,161 Terminal Improvements 328,829 328,829 Parking and Roadway Improvements 69,664 292,522 362,186 TOTAL FY2006 328,829 69,664 292,522 691,015 Terminal Improvements 228,077 228,077 Parking and Roadway Improvements 21,092 159,228 180,320 TOTAL FY2007 Estimate 228,077 21,092 159,228 408,397 BOND -FUNDED PROJECTS FY1981-2003 1,914,486 16,817,573 5,699,232 4,282,557 28,713,848 % Distribution 6,7% 58.6% 19.8% 14.9% 100.0% 7/7/2009 12:01 PM Final ALLOCATION OF ANNUAL DEBT SERVICE EXHIBIT 6-2.2 ALLOCATION OF DEBT SERVICE FY 10 % of Distribution of Bond -funded Assets by Cost Center Amount of Debt Service 754,450 COST CENTER Airfield 6.7% 50,303 Terminal 58.6% 441,878 Parking 19.8% 149,746 Other 14.9% 112,523 Total 100.0% 754,450 Source Exhibit G--2.2.1 7/7/2009 11:57 AM Final EXHIBIT G-3 Rates and Charges Sianatory Terminal Rent TERMINAL RENTAL RATES (per square FY 2009-2010 foot) Class 1 space-- ATO/Holdroom $50.00 Class 2 space --Operations Area $45.00 Class 3 space—Cargo Facility $37.51 Class 4 space—Fenced/Open Area $12.50 TERMINAL RENTAL RATES (Der square FY 2010-2011 foot) Class 1 space-- ATO/Holdroom $50.62 Class 2 space—Operations Area $45.57 Class 3 space --Cargo Facility $37.98 Class 4 space--Fenced/Open Area $12.66 TERMINAL RENTAL RATES (per sauare FY 2011-2012 foot) Class 1 space-- ATO/Holdroom $51.38 Class 2 space --Operations Area $46.25 Class 3 space --Cargo Facility $38.55 Class 4 space--Fenced/Open Area $12.85 TERMINAL RENTAL RATES (per square FY 2012-2013 foot) Class 1 space-- ATO/Holdroom $52.15 Class 2 space --Operations Area $46.94 Class 3 space --Cargo Facility $39.12 Class 4 space--Fenced/Open Area $13.04 TERMINAL RENTAL RATES (per square FY 2013-2014 foot) Class 1 space-- ATO/Holdroom $52.94 Class 2 space --Operations Area $47.65 Class 3 space --Cargo Facility $39.71 Class 4 space--Fenced/Open Area $13.24 Common Use Charges 2009-10 Square footage 6,003 square feet 2009-10 Rate $50.00 per square foot Terminal security costs $300,150 *To be recovered by 20180 Joint Use formula based on enplaned passengers 67 Landing Fee 2009-10 Airfield costs $2,244,321 Less: Airfield credit $1,362,475 Net Allowable Costs $881,846 Landing Area @ 70% 617,292 Projected landed weight 464,129 2009-10 Landing Fee $1.33 Signatory Apron Charge 2009-10 Apron Charge per Preferential Position $56,955 *Based on five gates Per Turn Charge 2009-10 Per Turn Charge $250 *Annual minimum annual guarantee for AIRLINE operating under this Agreement and directly leasing Exclusive Use, Preferential Use, or Joint Use space is equal to the fixed twenty percent (20%) Joint Use fixed charge paid by each Signatory Airline. 2009-2010 Annual Minimum: $39,451 2009-10 Signatory Gate Use Fee $158.38 2009-10 Federal inspection Services Fee (FIS) $2.51 per passenger 68 EXHIBIT G-4 CALCULATION OF NET REVENUE DISTRIBUTION AND CAPITAL RESERVE APPROPRIATION FY 10 Source Exhibit G-1-1 Revenues Account Description Amount Cargo Facility Rental 19,404 Agricultural leases 81,005 Rent - commercial non -aviation 79,205 Airport Badging Fees 12,000 TSA Buildout Fee 0 Parking Lot 196,575 Covered Parking Premium 604,440 Parking fines -Airport 900 Rent a -car parking 43,680 Rent -a -car Security Fee 190,000 Ground transportation 117,500 Other revenue 1,200 Interest on investments 70,000 Oil and gas leases 102,600 Oil and gas leases 12,960 Transfer from Stores Fund 0 A/R/ Finance Charges 0 TOTAL Aviation Department Revenues $ 1,531,469 Less Parking and Other Requirements (1,683,425) Net Revenue Distribution to: Aviation Capital Reserve Fund $ (151,956) 7/7/2009 12:20 PM Final Airline Use and Lease Agreement For Corpus Christi International Airport BY AND BETWEEN THE CITY OF CORPUS CHRISTI AND SOUTHWEST AIRLINES CO. AUGUST 1, 2009 JUL 14 2009 TABLE OF CONTENTS Article Title Page 1. DEFINITIONS 2 2. EFFECTIVE DATE 8 2.01 2.02 3. TERM 4. PREMISES 4.01 4.02 4.03 Effective Date Cancellation of Prior Agreements AIRLINE's Leased Premises Employee Parking Federal Inspection Services 8 8 8 8 8 9 9 5. USE, OPERATION AND MAINTENANCE OF THE AIRPORT AND RELATED FACILITIES 9 5.01 AIRLINE Rights and Privileges 9 5.02 Exclusions and Reservations 12 5.03 CITY's Operation and Maintenance Obligations 16 5.04 AIRLINE's Operation and Maintenance Obligations 17 5.05 Designation of Operation and Maintenance Responsibilities 18 6. CAPITAL IMPROVEMENTS 19 6.01 General 19 6.02 Grants -In -Aid 19 7. RENTALS, FEES, AND CHARGES 19 7.01 Landing Fees 20 7.02 Terminal Rentals 20 7.03 Apron Fees 20 7.04 Joint Use Charges 20 7.05 Other Fees and Charges 21 7.06 Payments 22 7.07 Information to be Supplied by AIRLINE 23 7.08 Security for Payment 24 7.09 Passenger Facility Charge 25 7.10 Capitalized Interest on Bonds 26 7.11 Continuation of Rent 26 7.12 No Further Charges 26 Article Title Page 7.13 Charges for Service 27 8. CHANGES IN RATES FOR RENTALS, FEES, AND CHARGES 27 8.01 Annual Rate Changes 27 8.02 Other Rate Changes 28 8.03 Incorporation of Exhibit "G" 28 8.04 Settlement 28 8.05 CITY Covenants 29 9. AIRLINE IMPROVEMENTS 29 9.01 AIRLINE Improvements 29 10. DAMAGE OR DESTRUCTION 31 10.01 Partial Damage 31 10.02 Substantial Damage 31 10.03 Destruction 31 10.04 Damage Caused by AIRLINE 32 10.05 CITY's Responsibilities 32 11. INDEMNIFICATION AND INSURANCE 32 11.01 Indemnification 32 11.02 Insurance 33 11.03 Waiver of Subrogation 34 12. CANCELLATION BY CITY 35 12.01 Events of Default 35 12.02 Continuing Responsibilities of AIRLINE 36 12.03 CITY's Remedies 36 13.CANCELLATION BY AIRLINE 37 13.01 Events of Default 37 13.02 AIRLINE's Remedy 38 14. SURRENDER OF AIRLINE PREMISES 39 14.01 Surrender and Delivery 39 14.02 Removal of Property 39 14.03 Holding Over 39 15. ASSIGNMENT AND SUBLETTING AGREEMENTS 39 15.01 Assignment and Subletting by AIRLINE 39 16.AVAILABILITY OF ADEQUATE FACILITIES 41 Article The Page 16.01 Declaration of Intent 41 16.02 Accommodation of Requesting Airlines 41 17. GOVERNMENT INCLUSION 42 17.01 Government Agreements 42 17.02 Federal Government's Emergency Clause 43 17.03 Nondiscrimination 43 17.04 Security 44 18. GENERAL PROVISIONS 44 18.01 Subordination to Master Bond Ordinance 44 18.02 Non-waiver 45 18.03 Rights Non-Exclusive 45 18.04 Quiet Enjoyment 45 18.05 Performance 46 18.06 Aviation Rights 46 18.07 Rules and Regulations 46 18.08 Inspection 46 18.09 No Individual Liability 47 18.10 Relationship of Parties 47 18.11 Capacity to Execute 47 18.12 Savings 47 18.13 Successors and Assigns Bound 47 18.14 Incorporation of Exhibits 47 18.15 Titles 47 18.16 Severability 47 18.17 Amendments 47 18.18 Most Favored Nations 48 18.19 Other Agreements 48 18.20 Approvals 48 18.21 Notices 48 18.22 Agent for Service 49 18.23 Governing Law 49 18.24 Force Majeure 49 18.25 Entire Agreement 49 Exhibit LIST OF EXHIBITS Title Page A Airport Boundaries B AIRLINE'S Leased Premises C Terminal Layout D Designation of Responsibilities for Operation and Maintenance E Monthly Statistical Report F Terminal Equipment G Rates and Charges Model THIS AGREEMENT is made and entered into this day of , 2009, by and between the City of Corpus Christi, a municipal corporation and political subdivision of the State of Texas, hereinafter referred to as "CITY," and SOUTHWEST AIRLINES CO., a corporation organized and existing under the laws of the State of and authorized to do business in the State of , hereinafter referred to as "AIRLINE." WITNESSETH: WHEREAS, CITY is the owner of the Corpus Christi International Airport, located in Corpus Christi, Texas, hereinafter referred to as the "Airport"; WHEREAS, CITY is responsible for the operation, maintenance and improvement of the Airport; WHEREAS, CITY has the right to lease and license the use of property and facilities on the Airport and has full power and authority to enter into this Agreement in respect thereof; and WHEREAS, AIRLINE is a corporation primarily engaged in the business of scheduled transportation by air of persons, property, mail and/or cargo; and WHEREAS, AIRLINE desires to obtain certain rights, services and privileges in connection with the use of the Airport and its facilities, and CITY is willing to grant and lease the same to AIRLINE upon the terms and conditions hereinafter stated; and WHEREAS, the intent of the parties hereto is to enter into an agreement which will more definitively specify the rights and obligations of the parties with respect to the operation of the Airport by CITY and the use and occupancy of Airport by AIRLINE, and this Agreement is responsive to and in accordance with that intent; NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, CITY and AIRLINE do hereby mutually undertake, promise and agree, each for itself and its successors and assigns, as follows: ARTICLE 1: DEFINITIONS The following words, terms and phrases wherever used in this Agreement shall for the purposes of this Agreement have the following meanings: Affiliated Airline shall mean any regional airline that operates flights under the designator code of the Signatory Airline, as designated in writing by such Signatory Airline from time to time. AIRLINE may during the term of this Agreement cancel the designation of an Affiliate Airline with thirty (30) days written notice and will no longer be responsible for the any future obligations of that airline beyond the termination date. Agreement shall mean this Airline Use and Lease Agreement between CITY and AIRLINE, as the same may be amended or supplemented from time to time pursuant to the terms hereof. Air Transportation Company shall mean a company engaged in the business of scheduled or non-scheduled commercial transportation by air of persons, property, mail, and/or cargo. Air Transportation Business shall mean that business operated by AIRLINE at the Airport for the commercial transportation by air of persons, property, mail and/or cargo. Aircraft Parking Apron shall mean those parts of the Ramp Area immediately adjacent to the Terminal, as designated by the CITY, that are used for the parking of aircraft and support vehicles, and the loading and unloading of aircraft as shown on Exhibit C. Airfield shall mean the Landing Area and Ramp Area. AIRLINE shall mean the Scheduled Air Carrier executing this Agreement. Airport shall mean the Corpus Christi international Airport owned and operated by the CITY, the boundaries of which are more particularly shown on Exhibit "A," attached hereto, including all real property and easements, improvements and appurtenances thereto, structures, buildings, fixtures, machinery, equipment, vehicles, supplies and other tangible personal property, or interest in any of the foregoing, now or hereafter leased or acquired by CITY, less any thereof which may be consumed, sold or otherwise disposed of. Airport/Airline Affairs Committee (AAAC) shall mean collectively the authorized representatives of each Signatory Airline which shall meet or conduct conference calls from time to time with representatives of the Airport to receive information and provide input from the Signatory Airlines with regard to the planning, 2 development, operation and financing of the Airport. Airport Fund shall mean the Airport Operating Fund 4610 for the deposit of all Revenues and payment of all O&M Expenses and any capital expenditures allocated to this fund that are not fully or partially funded Federally, by the State of Texas, or locally.. Airport Requirement means, for any Fiscal Year, the CITY's estimate of the following: (1) Direct and indirect Operating and Maintenance Expenses; (2) Debt Service including coverage requirements but excluding Debt Service paid by other funds; (3) those net amounts funded through the Airport Discretionary Fund amortized over a projected useful life; (4) those amounts required to be deposited during the Fiscal Year to any fund created pursuant to the terms of the Master Bond Ordinance; (5) the net amount of any judgment or settlement arising out of or as a result of the ownership, operation, or maintenance of the Airport or any CITY -owned or operated Airport -related facility payable by the CITY during said Fiscal Year, including, but not limited to, the amount of any such judgment or settlement arising out of or as a result of any claim, action, proceeding or suit alleging a taking of property or an interest in property without just or adequate compensation, trespass, nuisance, property damage, personal injury, or any other claim, action, proceeding, or suit based upon or relative to any environmental impact resulting from the use of the Airport for the landing and taking off of aircraft; and (6) any and all other sums, amounts, charges, or requirements of CITY related to the Airport to be recovered, charged, set aside, expensed, or accounted for during such Fiscal Year under CITY's accounting system or this Agreement; provided, however, that the Airport Requirement shall not include any amounts included in (1) through (6) chargeable to a special facility, as a direct charge as a result of the terms of this Agreement, or a tenant improvement. Annual Capital Outlay means the Net Capital Cost of an improvement constructed or asset purchased or acquired from the CITY's Airport Discretionary Fund and designated by CITY as an Annual Capital Outlay for any Fiscal Year. Airport Discretionary Fund shall mean a reserve fund held by the CITY for the payment of Annual Capital Outlays, Capital Improvements for the Airport, or, at the Airport Director's sole discretion, terminal cost center shortfalls in the Airport Requirement. Aviation System shall mean all real property and easements, including improvements thereto, structures, buildings, fixtures, and other tangible personal property which are located on the Airport as of the Effective Date of this Agreement or which may be hereafter owned or operated by the CITY for 3 the operation or improvement of the Airport. The expenses and revenues associated with the development and operation of those properties or assets that are constructed on the Airport will not be included in the calculation of Airline rates and charges. BIDS shall mean Baggage Information Display System. Bonds shall mean any bonds or other financing instrument or obligation of the CITY, issued for the purposes of improving the Aviation System. Capital Improvement shall mean the Net Capital Cost to acquire, purchase or construct a single capital item or project from the CITY's Aviation Discretionary Reserve Fund for the purpose(s) of improving, maintaining, or developing the Aviation System including expenses for development, study, analysis, review or planning efforts with a cost more than $100,000. Cargo Area shall mean those areas of the Airport, as designated by the CITY, that are used primarily for commercial air cargo. Cost Centers shall mean those areas or functional activities of the Aviation System as set forth in Exhibit "G" attached hereto, grouped together for the purposes of accounting for Revenues, direct and indirect O&M Expenses, and Capital Charges. Debt Service shall mean that portion of the Principal and Interest due on debt obligations created by the Master Bond Ordinance No. 024163 and al! other Airport debt obligations. Department of Homeland Security shall mean the department, or its successor, as established by the United States Federal Government to establish and administer transportation security requirements at the Airport. Deplaned Passenger shall mean any passenger disembarking from an Air Transportation Company aircraft at the Terminal. Director shall mean the Director of the Department of Aviation and shall include such person or persons as may from time to time be authorized in writing by CITY or by the Director or applicable law to act for the Director with respect to any or all matters pertaining to this Agreement. 4 Enplaned Passenger shall mean any passenger boarding an Air Transportation Company aircraft at the Terminal, including any such passenger that previously disembarked from any other aircraft of the same or a different Air Transportation Company or from the same aircraft, then operating under a different flight number. Exclusive Use Premises shall mean those areas assigned exclusively to AIRLINE for its use, as shown on Exhibit "B", attached hereto. FAA shall mean the Federal Aviation Administration, or its authorized successor(s). Fiscal Year shall mean the annual accounting period of CITY for its general accounting purposes which, at the time of entering into this Agreement, is the period of twelve consecutive months, beginning with the first day of August of any year. Joint Use Premises shall mean the baggage claim area, and associated baggage make-up space as shown on Exhibit B, attached, hereto, which all Airlines use and share in the cost for usage. Joint Use Charges Formula means that formula used to calculate the rates and charges for each category of Joint Use Premises which prorates twenty percent (20%) of the cost or expense of Joint Use Premises equally among all Airlines and their designated Affiliates, and eighty percent (80%) of the cost or expense among such Airlines based on each Airline's, including designated Affiliated Airlines, proportionate share of enplanements. Landing Area shall mean those portions of the Airport provided for the landing, taking off and taxiing of aircraft, including without limitation, approach and turning zones, navigation or other easements, runways, taxiways, runway and taxiway lights, and other appurtenances in connection therewith. Leased Premises shall mean collectively, AIRLINE's Exclusive Use Premises, Preferential Use Premises, and Joint Use Premises as shown on Exhibit "B" attached hereto, Maximum Gross Landed Weight shall mean the maximum certificated gross landing weight, as stated in AIRLINE's flight operations manual, at which each category of aircraft operated at the Airport by AIRLINE is certificated by the FAA. MUFIDS shall mean Multi -User Flight Information Display System. 5 Net Capital Cost means the aggregate cost of any Annual Capital Outlay or Capital Improvement less amounts used from the proceeds of: (1) Grants-in-Aid;(ii) PFCs; (iii) Bonds or other similar financing vehicles for which the Debt Service will not be paid from Rentals, Fees, and Charges; or (iv) Bonds for which the Debt Service is to be paid for by PFCs. Non -Signatory Airline shall mean any Air Transportation Company providing service at the Airport that has not signed this Agreement or a substantially similar agreement. Operating Reserve Fund shall mean Airport Operating Reserve Fund 4612 for the deposit of funds necessary to satisfy the Operating Reserve Requirement pursuant to the Master Bond Ordinance No. 024163 which shall mean for the current Fiscal Year, one-sixth (1/6) of the estimated total O&M Expenses for the current Fiscal Year as set forth in the current annual budget. Operation and Maintenance Expenses (sometimes abbreviated as "O&M Expenses") means, for any Fiscal Year, the costs incurred by the CITY in operating and maintaining the Airport during such Fiscal Year, either directly or indirectly, whether similar or dissimilar, which under generally accepted accounting principles, are properly chargeable as expenses to the Airport, including expenses allocated to the Airport by CITY in accordance with practices and procedures of the CITY in accordance with the adopted budget, as may be revised by the CITY, and taxes payable by CITY which may be lawfully imposed upon the Airport by entities other than the CITY. Per Use Charge shall mean the commensurate facility use charge in lieu of Exclusive Space rent and Joint Use charges assessed to Airline for the use of the baggage make up, Joint Use holdroom and associated apron, and baggage claim. Airlines who sign this Agreement may designate a per Use Charge alternative in the Premises section of Exhibit "G" for use of facilities on a Per Use Charge basis which will represent an equivalent value that will be established annually by the Lessee. If Airline chooses to operate under this Agreement under the Per Use Charge terms, the Airline will be required to pay in accordance with the terms outlined in Article 7. Preferential Use Premises shall mean those portions of the Terminal and Ramp Area assigned to AIRLINE, as shown on Exhibits "B" and "C", attached hereto, to which AIRLINE shall have priority over all other users, subject to the provisions of Article 16. Ramp Area shall mean the aircraft parking and maneuvering areas adjacent to the Terminal, and shall 6 include within its boundaries all Aircraft Parking Aprons and ground service equipment storage and staging as shown on Exhibit °C". Rentals, Fees, and Charges means the Rentals, Fees, and Charges payable by AIRLINE pursuant to Article 7. Revenue Landing shall mean any aircraft landing by AIRLINE at the Airport for which AIRLINE makes a charge or for which revenue is derived for the transportation by air of persons, property or mail, but Revenue Landings shall not include any landing of an aircraft which, after having taken off from Airport and without making a landing at any other airport, returns to land at Airport because of meteorological conditions, mechanical or operating causes, medical reasons, or any other reason of emergency or precaution. Revenues shall mean income accrued by the CITY in accordance with generally accepted accounting practices, including investment earnings, from or in connection with the ownership or operation of the Aviation System or any part thereof, or the leasing or use thereof but specifically excluding: (a) non- operating income (or receipts) from the sale of assets or insurance claims, (b) federal, state or local grants- in-aid or reimbursements, (c) PFCs, (d) one-time bonus payments from lessors. Scheduled Air Carrier shall mean any Air Transportation Company performing or desiring to perform, pursuant to published schedules, commercial air transportation services over specified routes to and from the Airport and holding the necessary authority from the appropriate Federal or state agencies to provide such transportation. Signatory Airline shall mean an Air Transportation Company that executed this Agreement, or a substantially similar agreement. The Signatory Airline executing the Agreement will be responsible for all payments due to Airport for its designated Affiliated Airlines. Term shall mean the period of time during which AIRLINE activities at the Airport shall be governed by this Agreement, except as otherwise set forth herein. Said Term shall begin on the Effective Date and, except as otherwise set forth herein, terminate on the date set forth in Article 3 or as otherwise provided herein. Terminal shall mean the airline passenger terminal building owned and operated by CITY at the Airport, as shown on Exhibit "C", attached hereto. 7 Additional words and phrases used in this Agreement but not defined herein shall have their usual and customary meaning. ARTICLE 2: EFFECTIVE DATE 2.01 Effective Date. The Effective Date of this Agreement is August 1, 2009. 2.02 Cancellation of Prior Agreements. On the Effective Date, all existing Airport Use and Lease Agreements between AIRLINE and CITY shall terminate. ARTICLE 3: TERM This Agreement shall begin on the Effective Date set forth in Article 2 and shall terminate at midnight on July 31, 2014 subject to earlier termination as herein provided. ARTICLE 4: PREMISES 4.01 AIRLINE's Leased Premises. A. CITY does hereby lease and demise to AIRLINE, and AIRLINE does hereby lease and accept from CITY, Exclusive Use Premises, Preferential Use Premises, and Joint Use Premises (in the event such premises are created in the future and shown on a revised Exhibit "B") as set forth in Exhibit "C". B. Except as provided in 4.01.0 below, any changes to AIRLINE'S Exclusive Use Premises, made after approval and submission of "as -built" drawings, shall be evidenced by an amendment to this Agreement pursuant to Section 18.17. C. In the event that changes to Exhibit "B" are made to reflect changes in the leased premises of others, or to reflect other space changes not inconsistent with the provisions of this Agreement, then in such event said revised exhibits may be substituted herein without the necessity for amendment of this Agreement. 8 D. Included in AIRLINE's Leased Premises is Terminal Equipment as set forth in Exhibit "F" attached hereto and made a part hereof. Terminal Equipment owned or acquired by CITY for use by AIRLINE in AIRLINE's Leased Premises shall remain the property, maintained by CITY, and under the control, of CITY. 4.02 Employee Parking. CITY will make available area(s) at the Airport, in reasonable proximity to the terminal building, vehicular parking for personnel of AIRLINE employed at the Terminal, in conjunction with other Airport employees; provided, however, such area(s) shall not be used for the storage of vehicles or trailers. The CITY reserves the right to establish and charge a reasonable parking fee for all Employee Parking. 4.03 Federal Inspection Services Areas. CITY may designate areas in the Terminal, or elsewhere on the Airport, to be used by agencies of the United States Government for the inspection of passengers and their baggage, and for the exercise of the responsibilities of said agencies with respect to the movement of persons and property to and from the United States. Such areas shall not be considered a part of the AIRLINE's Leased Premises. CITY reserves the right to establish a fee for use of the areas by AIRLINE. ARTICLE 5: USE, OPERATION AND MAINTENANCE OF THE AIRPORT AND RELATED FACILITIES 5.01 AIRLINE Rights and Privileges. Subject to the terms of this Agreement, AIRLINE shall have the right to conduct AIRLINE's Air Transportation Business at the Airport and to perform the following operations and functions as are reasonably necessary to the conduct of such business at the Airport: A. The landing, taking off, flying over, taxiing, towing, and conditioning of AIRLINE's aircraft and, in areas designated by CITY, the extended parking, servicing, loading or unloading, storage or maintenance of AIRLINE's aircraft and support equipment subject to Paragraphs 5.01F., 5.01G., and 5.02 C., to the availability of space, and to such reasonable charges and regulations as CITY may establish; provided, however, AIRLINE shall not permit the use of the Airfield by any aircraft operated or controlled by AIRLINE which exceeds the load bearing design strength or capability of the Airfield as described in the then -current FAA -approved Airport Layout Plan (ALP) or other engineering evaluations performed subsequent to the then -current ALP, including the then -current Airport Certification Manual. B. The sale of air transportation tickets and services, the processing of passengers and their baggage for air travel, and the sale, handling, and providing of mail, freight and express services. 9 C. The training of personnel in the employ of or to be employed by AIRLINE and the testing of aircraft and other equipment being utilized at the Airport in the operation ofAIRLINE's Air Transportation Business; provided, however, said training and testing shall be incidental to the use of the Airport in the operation by AIRLINE of its Air Transportation Business and shall not unreasonably hamper or interfere with the use of the Airport and its facilities by others entitled to the use of same. The CITY reserves the right to restrict or prohibit such training and testing operations as it deems interferes with the use of the Airport. D. The sale, disposition or exchange of AIRLINE's aircraft, engines, accessories, gasoline, oil, grease, lubricants, fuel or other similar equipment or supplies; provided, however, AIRLINE shall not sell aviation fuels or propellants except (i) to such Air Transportation Company which is a successor company to AIRLINE, (11) an Air Transportation Company which is a wholly owned subsidiary or designated Affiliated Airline of AIRLINE or (iii) when a comparable grade and type of fuel desired by others is not available at the Airport except from AIRLINE. AIRLINE may not sell, dispose of or exchange new or used gasoline, oil, greases, lubricants, fuel or other propellants unless disposed of in a manner meeting all local, state, and federal regulations for those products requiring disposal due to routine maintenance. E. The purchase at the Airport or elsewhere, of fuels, lubricants and any other supplies and services, from any person or company, shall be subject to Paragraph 5.0 D. and to the CITY's right to require that each provider of services and/or supplies to AIRLINE secures a permit from CITY to conduct such activity at the Airport, pays required fees, and abides by all reasonable rules and regulations established by CITY. No discriminatory limitations or restrictions shall be imposed by CITY that interfere with such purchases; provided, however, nothing herein shall be construed to permit AIRLINE to store aviation fuels at the Airport. The granting of the right to store aviation fuels shall be subject to the execution of a separate agreement between AIRLINE and CITY. F. The servicing by AIRLINE or its suppliers, of aircraft and other equipment being utilized at the Airport by AIRLINE on Preferential Use Premises gates and Aircraft Parking Aprons or such other locations as may be designated by the Director. G. The loading and unloading of persons, property, cargo, and mail by motor vehicles or other means of conveyance approved by CITY on the Preferential Use Premises Aircraft Parking Aprons or such other locations as may be designated by the Director and in compliance with the CITY's approved Airport Certification Manual which is kept on file in the Airport Director's office. H. The provision, either alone or in conjunction with other Scheduled Air Carriers or through a nominee, 10 of porter/skycap services and security services for the convenience of the public and passengers as allowed by 49 CFR Part 1544. 1. The installation and maintenance, at AIRLINE's sole cost and expense, of identifying signs in AIRLINE' s Exclusive Use, Preferential Use Premises, and Joint Use Premises shall be subject to the prior written approval of the Director, however all signage in place and previously approved by the Director as of the Effective Date, is hereby deemed approved. The general type and design of such signs shall be harmonious and in keeping with the pattern and decor of the Terminal areas. Nothing herein shall be deemed to prohibit A[RLINE's installation of identifying signs on the walls behind ticket counters and ticket lift counters in hold rooms as designated by the Director. J. The installation, maintenance and operation, at no cost to CITY, of such radio communication, computer, meteorological and aerial navigation equipment and facilities on AIRLINE' s Exclusive Use Premises as may be necessary for the operation of its Air Transportation Business; provided, however, that the location of such equipment and facilities, method of installation and type of equipment shall be subject to the prior written approval of the Director, which shall not be unreasonably withheld. CITY shall have the right to charge a reasonable fee, surcharge, or rental charge for any location outside of AIRLINE's Exclusive Use or Preferential Use Premises. CITY may disapprove or require modification, removal, or relocation of such equipment if it interferes with other communication, meteorological, or aerial navigation systems operated by CITY, other tenants, or governmental agencies. Upon abandonment or removal of any such system, AIRLINE shall restore the Premises to its original condition, normal wear and tear excepted. K. Such rights of way as may reasonably be required by AIRLINE for communications, computer equipment, telephone, interphone, conveyor systems and power and other transmission lines in areas not exclusively [eased by AIRLINE, subject to the availability of space and/or ground areas as reasonably determined by the Director. All communication cables are to be installed in accordance with applicable building codes. Communication cable and internal electrical wires are the responsibility of the AIRLINE from the demarcation point and electrical wiring is the responsibility of the AIRLINE from the metered source. L. AIRLINE shall provide electronic flight arrival and departure information through CITY -installed and maintained MUFID and BID systems or by any other method to which AIRLINE and CITY agree. M. AIRLINE shall have the right to use, in common with others so authorized, the public address system serving the Terminal Building. AIRLINE shall not install, cause to be installed, or use any other public address system at the Terminal Building without the prior approval of CITY. The CITY reserves the right to 11 establish a charge for the use of such system. N. The installation of personal property, including furniture, furnishings, supplies, machinery, equipment, and electronic ticketing machines in AIRLINE's Exclusive Use Premises and Preferential Use Premises as AIRLINE may deem necessary or prudent for the operation of its Air Transportation Business. Title to such personal property shall remain with AIRLINE, subject to the provisions of this Agreement. 0. Ingress to and egress from the Airport and AIRLINE's Leased Premises for AIRLINE's officers, employees, agents and invitees, passengers, suppliers of materials, furnishers of services, aircraft, equipment, vehicles, machinery and other property. Such right shall be subject to 49 CFR Part 1542 Airport Security and all other applicable regulations and the CITY's right to establish rules and regulations governing (i) the general public, including AIRLINE's passengers, and, (ii) access to nonpublic areas at the Airport by AIRLINE's employees, suppliers of materials and furnisher of services; provided, however, any such rules and regulations of the CITY shall not unreasonably interfere with the operation of AIRLINE's Air Transportation Business. Further, CITY reserves the right to, from time to time, temporarily or permanently restrict the use of any roadway or other area at the Airport. In the event of such restrictions, and if necessary, CITY shall ensure the availability of a reasonably equivalent means of ingress and egress. CITY will consult with AIRLINE prior to any such closing which would adversely affect AIRLINE's operations at the Airport unless such closing is necessitated by circumstances which pose an immediate threat to the health or safety of persons using the Airport. AIRLINE hereby releases and discharges CITY, its successors and assigns, from any and all claims, demands or causes of action which AIRLINE may have arisen from the fact that such areas have been closed. P. The rights and privileges granted to AIRLINE pursuant to this Article 5 may be exercised on behalf of AIRLINE by other Signatory Airlines, designated Affiliated Airlines, or contractors authorized by CITY to provide such services at the Airport, subject to the prior written approval of CITY and further subject to all laws, rules, regulations and fees and charges as may be applicable to the activities undertaken. 5.02 Exclusions and Reservations. A. Nothing in this Article 5 shall be construed as authorizing AIRLINE to conduct any business separate and apart from the conduct of its Air Transportation Business at the Terminal. AIRLINE shall not use or permit the use of any portion of AIRLINE's Leased Premises for the purpose of selling, offering for sale, dispensing or providing any merchandise, product, services, or advertising that directly competes with an authorized Airport concession except for vending machines in the Airline's Exclusive Use Premises not 12 accessible to public and nothing contained herein is intended to or shall be construed to authorize or permit the AIRLINE to conduct any activity or to operate any direct or indirect business operation which in any manner competes with any authorized concession activity at the Airport without the priorwritten of approval of the Director and the payment to the CITY of concession fees. Any authorized third party handling contract is not considered a concession for the purpose of imposing a concession fee under the terms of this Agreement. B. AIRLINE shall not knowingly interfere or permit interference with the use, operation or maintenance of the Airport, including but not limited to, the effectiveness or accessibility of the drainage, sewerage, water, communications, fire protection, utility, electrical, or other systems installed or located from time to time at the Airport; and AIRLINE shall not engage in any activity prohibited by any future approved 14 CFR Part 150 program, or existing Noise Abatement Procedures or as such may be amended from time to time. C. As soon as possible after release from proper authorities, AIRLINE shall remove any of its disabled aircraft from the Landing Area and Ramp Area, shall place any such disabled aircraft only in such storage areas as may be designated by the Director, and shall store such disabled aircraft only upon such terms and conditions as may be established by the Director; provided, however, AIRLINE shall be requested to remove such disabled aircraft from AIRLINE' s preferentially leased Aircraft Parking Apron(s) only if deemed necessary in accordance with Article 16. In the event AIRLINE shall fail to remove any of its disabled aircraft as expeditiously as possible, the Director may, but shall not be obligated to, cause the removal of such disabled aircraft; provided however, the Director shall give AIRLINE prior notice of its intent to do so and provided further that the Director shall use reasonable efforts to remove such aircraft. AIRLINE shall pay to CITY, upon receipt of invoice, the costs incurred for such removal plus a fifteen percent (15%) administrative charge. D. AIRLINE shall not do or permit to be done anything, either by act or failure to act, that shall cause the cancellation or violation of the provisions, or any part thereof, of any policy of insurance for the Airport, or that shall cause a hazardous condition so as to increase the risks normally attendant upon operations permitted by this Agreement. If such AIRLINE act, or failure to act, shall cause cancellation of any policy, then AIRLINE shall immediately, upon notification by CITY, do whatever shall be necessary to cause reinstatement of said insurance. Furthermore, if AIRLINE shall do or permit to be done any act not permitted under this Agreement, or fail to do any act required under this Agreement, regardless of whether such act shall constitute a breach of this Agreement, which is the sole cause of an increase in the CITY's insurance premium for the Airport, AIRLINE shall immediately remedy such actions and pay the increase in premium associated with the act upon notice from CITY to do so and after a sixty (60) day period for AIRLINE to 13 contest the increase. E. CITY may, at its sole option, install or cause to be installed advertising and revenue generating devices, including vending machines, in Preferential Use or Joint Use Premises; provided, however, that such installations shall not unreasonably interfere with AIRLINE' s operations authorized hereunder or substantially diminish the square footage contained in Airline Preferential Use orJoint Use Premises. CITY may also, at its sole option, install pay telephones, facsimile machines, or other self-service traveler amenities in any part of the Terminal; provided, however, installation of such devices in Preferential Use Premises shall be with AIRLINE' s prior consent, which consent shall not unreasonably be withheld or delayed. CITY shall be entitled to all income generated by such telephones and devices and to reasonable access upon Airline Preferential Use and Joint Use Premises to install or service such telephones and devices. AIRLINE shall not be responsible for any maintenance of or liability arising from the installation, maintenance, or provision of any such services or devices. F. AIRLINE must comply with, and require its officers and employees and any other persons over whom it has control to comply with, such reasonable rules and regulations governing the use of Airport facilities pursuant to this Agreement as may from time to time be adopted and promulgated by CITY including, but not limited to, health, safety, environmental concerns, sanitation, and good order, and with such amendments, revisions, or extensions thereof as may from time to time be adopted and promulgated by CITY. AIRLINE will not do or authorize to be done anything, which may interfere with the effectiveness of the drainage and sewage system, water system, communications system, fire protection system, or other part of the utility, electrical or other systems installed or located from time to time at the Airport. G. AIRLINE must coordinate training flights and other nonscheduled flight activities into and out of Airport with the Director. If requested by CITY, AIRLINE must restrict all such activities to certain hours established by the Director so as to not interfere with scheduled flight activities of other Airlines using the Airport. H. AIRLINE must comply with all requirements of the Americans with Disabilities Act ("ADA"), as it may be amended, including without limitation paying for the cost of removing all barriers within AIRLINE's Exclusive Use and Preferential Use Premises, necessary to gain access to the AIRLINE's Exclusive Use and Preferential Use Premises. I. AIRLINE shall comply with all Department of Transportation requirements including 14 CFR 382.23(e) and 49 CFR 27.71, as may be amended with regard to the chair lift ("Lift") used to board 14 AIRLINE passengers with mobility impairment purchased by the Airport and intended to comply with all Department of Transportation requirements including 14 CFR 382.23(e) and 49 CFR 27.71, as may be amended. AIRLINE's operation and use of the Lift shall be on a joint use basis with other Airlines serving the Airport to enplane and deplane its passengers with mobility impairments and shall be subject to the following conditions and exceptions: 1) AIRLINE's aircraft is of a type and design that is compatible with the Lift so as to be used with applicable operational convenience and with the highest degree of safety. If AIRLINE elects to use aircraft incompatible with Airport's Lift, then AIRLINE is responsible for providing a compatible lift at its sole expense. 2) The Lift is available and is in a sound and operational condition. 3) All AIRLINE personnel operating the Lift are required to complete operator training specified by the Lift manufacturer for safe, proper, and efficient use of the Lift prior to use of the Lift. 4) if any maintenance, repair, or replacement work is caused by AIRLINE's negligence or inappropriate use of the Lift, AIRPORT shall be responsible for the repair and/or replacement of the Lift to the extent of the damage caused by AIRLINE's negligence or inappropriate use of the Lift and the full cost of any such repairs shall be invoiced to AIRLINE and due and payable immediately, plus a fifteen percent (15%) administrative charge. . a) It is AIRLINE's sole responsibility to enplane and deplane its passengers with mobility impairments and shall hold CITY harmless for all activities associated with such the enplanement or deplanement, and AIRLINE may use Airport's Lift to meet that responsibility. b) It is AIRLINE's obligation to notify the Director of any needed repairs to the Lift immediately upon discovery of such need. c) CITY shall conduct regular preventative maintenance to the lift so as to keep it in good working order. Any necessary repairs to or replacement of the Lift shall be the Airport's responsibility, unless damage is caused by AIRLINE's negligence or inappropriate use of the Lift. J. AIRLINE may use Terminal Equipment as shown in Exhibit "F" within AIRLINE's Leased Premises. AIRLINE shall ensure that those personnel involved in the use of Terminal Equipment are 15 properly trained in the use and operation of the devices in a safe manner and that only those trained AIRLINE personnel use and operate the Terminal Equipment. Except to the extent prevented by Texas' Workers' Compensation law, AIRLINE shall indemnify CITY from any and all claims for damages made against CITY due to injury, death, or damage to persons or property resulting from use of Terminal Equipment by AIRLINE, its agents, employees, or officers. Airport shall conduct regular maintenance to the Terminal Equipment so as to keep it in good working order. Any necessary repairs to or replacement of the Terminal Equipment shall be the Airport's responsibility unless damage is caused by AiRLINE's negligence or inappropriate use of the Terminal Equipment in which event AIRLINE must repair or replace the Terminal Equipment at its expense. K. The rights and privileges granted AIRLINE pursuant to this Article 5 shall be subject to any and all reasonable rules and regulations established by CITY and to the provisions of Article 7. L. Any and all rights and privileges not specifically granted to AIRLINE for its use of and operations at the Airport pursuant to this Agreement are hereby reserved for and to CITY. 5.03 C1TY's Operation and Maintenance Obligations. A. CITY shall with reasonable diligence, prudently develop, improve, and at all times maintain and operate the Aviation System with adequate qualified personnel and keep the Aviation System in good repair, unless such maintenance, operation or repair shall be AIRLINE' s obligation pursuant to Exhibit "D" B. CITY shall use reasonable efforts to keep the Aviation System and its aerial approaches free from ground obstruction for the safe and proper use thereof by AIRLINE. C. CITY shall not be liable to AIRLINE for temporary failure to furnish all or any of such services to be provided in accordance with Exhibit "0" when due to mechanical breakdown or any other cause beyond the reasonable control of CITY. CITY snail use commercially reasonable efforts to i) Ensure the good repair of the Aviation System and the services described in Exhibit "D"; and ii) Eliminate a failure thereof in order to minimize the effect to AIRLINE as soon as possible. D. CITY shall maintain CITY owned passenger loading bridges located on Preferential Use Premises Aircraft Parking Apron (s) and the MUFIDS/BIDS provided by CITY for AIRLINE's use. 16 E. CITY shall use funds within the Airport Discretionary Fund to pay for local share of Annual Capital Outlays and Capital Improvements. 5.04 AIRLINE's Operation and Maintenance Obligations, A. AIRLINE shall, at all times and at its own expense, preserve and keep AIRLINE's Exclusive Use Premises in an orderly, clean, neat and sanitary condition pursuant to Exhibit "D." B. AIRLINE shall keep at its own expense its Preferential Use Aircraft Parking Apron(s) as reasonably free as possible of fuel, oil and debris. AIRLINE agrees to comply with all applicable environmental laws, rules, regulations, orders and/or permits applicable to AIRLINE's operations on or in the vicinity of the Airport, including but not limited to applicable National Pollutant Discharge Elimination System Permits and all applicable laws relating to the use, storage, generation, treatment, transportation, and/or disposal of hazardous or regulated substances. If AIRLINE determines at any time through any means that any threat of any potential harm to the environment, including but not limited to any release, discharge, spill, or deposit of any hazardous or regulated substance, has occurred or is occurring which in anyway affects or threatens to affect the Airport, or the persons, structures, equipment, or other property thereon, AIRLINE must notify immediately by verbal report in person or by telephone, to be promptly confirmed in writing, (1) the Director, (2) the Airport's Public Safety Office, and (3) Emergency response centers and environmental or regulatory agencies, as required by law or regulation, and must follow such verbal reportwith written report as required by law. AIRLINE agrees to cooperate fully with the CITY in promptly responding to, reporting, and remedying any threat of potential harm to the environment, including without limitation any release or threat of release of hazardous or regulated substance into the drainage systems, soils, ground water, waters, or atmosphere, in accordance with applicable law or as authorized or approved by any federal, state, or local agency having authority over environmental matters. AIRLINE will undertake all required remediation and all costs associated therewith, for AIRLINE's action or inaction which is directly or indirectly responsible for any failure of the AIRLINE to materially conform to all applicable environmental laws, rules, regulations, orders and/or permits. The rights and obligations set forth in this paragraph survive the termination of this Agreement. C. CITY shall maintain the Heating Ventilation and Air Conditioning system from the supply point which is the point at which the supply enters the AIRLINE's Exclusive Use and Preferential Use Premises and continuing throughout the Airline's Exclusive Use Premises and Preferential Use Premises. AIRLINE must maintain electric loads within the designed capacity of the Airport's electrical system and prior to any change in the electrical system loads which would exceed its capacity, written consent will be obtained from the Director by the AIRLINE. 17 AIRLINE shall maintain fixtures, equipment, and its Exclusive Use and Preferential Use Premises in good condition, reasonable wear and tear excepted, and perform all ordinary repairs and inside painting. Such repairs and painting by AIRLINE shall be of a quality and class not inferior to the original material and workmanship. D. AIRLINE may dispose of routine daily trash in the CITY provided trash compactor without additional _ charge. However, AIRLINE, at its sole expense, must dispose of non -routine daily trash, including without limitation construction debris and other waste materials -including petroleum products, either directly or through an independent contractor, either of which must obtain CITY permits. E. AIRLINE will provide and maintain hand fire extinguishers for all Exclusive Use and Preferential Use Premises in accordance with applicable safety codes. F. AIRLINE will repair, at its cost, or at CITY's option reimburse CITY for the cost of repairing, replacing, or rebuilding any damages to the AIRLINE's Exclusive Use and Preferential Use Premises caused by the acts or omissions of AIRLINE, its sub lessee, or its or their respective officers, employees, agents, or business invitees, including without limitation customers. Any repairs made by AIRLINE are subject to inspection and approval by CITY. G. AIRLINE may not erect, maintain or display on the Airport any billboards, banners, advertising, promotions, signs or materials without the prior written approval of Director. AIRLINE must keep its ticket counter free of all printed material except required regulatory signs or conditions of travel and advertising displays and related materials. CITY may remove any unauthorized material or displays, which are placed on the Airport without the Director's prior written approval. H. Should AIRLINE fail to perform its material obligations hereunder, CITY shall have the right to enter the AIRLINE's Leased Premises and perform such activities; provided, however, other than in a case of emergency, CITY shall give to AIRLINE reasonable advance written notice of non-compliance, not to exceed ten (10) days, prior to the exercise of this right. If such right is exercised, AIRLINE shall pay to CITY, upon receipt of invoice, the cost of such services plus a fifteen percent (15%) administrative charge. 5.05 Designation of Operation and Maintenance Responsibilities. Responsibilities for maintenance, cleaning and operation of the Airport shall be as set forth in Exhibit "D" attached hereto and made a part hereof. 18 ARTICLE 6: CAPITAL IMPROVEMENTS 6.01 General A. It is contemplated by the parties that from time to time during the term of this Agreement, the CITY may undertake Capital Improvements to the Airport, subject to the provisions of Article 6. B. In conjunction with submission of its Annual Budget, Director will notify AIRLINE of its proposed Capital Improvements, including a sources and uses of funds plan, for the ensuing Fiscal Year as well as a projection of Capital Improvements anticipated for the remaining Term of this Agreement and CITY's estimates of the affect of such Capital Improvements on the Rentals, Fees, and Charges paid by Airlines collectively. Director further reserves the right to notify AIRLINE at any other time of proposed Capital Improvements subject to AAAC consultation procedures as set forth in this Article 6. C. Except for Capital Improvements required in order to avoid or react to emergency conditions that could disrupt operations at the Airport or projects that are required to conform to Federal, State, or local laws, rules, or regulations, the Capital Improvement Program proposed by Director is subject to AAAC consultation procedures pursuant to this Article 6. CITY agrees to meet collectively with the Signatory Airlines within thirty (30) days after notification to AIRLINE of said Capital Improvement to further discuss the Capital Improvements. CITY agrees to consider the comments and recommendations of the AAAC with respect to said Capital Improvement. Terminal capacity enhancement projects will not proceed unless a new or existing AIRLINE can not be accommodated within the existing facilities. CITY will maximize use of grants and non -rate based sources of funds for all eligible components of Terminal capacity expansion projects. 6.02 Grants -In -Aid CITY will use its best efforts to obtain maximum development of Grants -In -Aid. ARTICLE 7: RENTALS, FEES, AND CHARGES AIRLINE shall pay CITY rentals for use of AIRLINE's Leased Premises, and fees and charges for the other rights, licenses, and privileges granted hereunder during the Term of this Agreement. The Rentals, Fees, and Charges payable by all Signatory Airlines and their designated Affiliate Airlines for the Airfield and, with 19 respect to the Terminal, the Rentals, Fees and Charges payable by Signatory Airlines leasing space in the Terminal shall be calculated as set forth in Exhibit "G". For AIRLINES executing this Agreement and operating on, a Per Use Charge basis, AIRLINE will be assessed with a minimum annual guarantee as outlined in Article 7.5 below and in accordance with the rate identified in Exhibit "G". In addition, AIRLINE will be required to lease, directly from the AIRPORT, Exclusive Use Premises located in the ticketing area. The square footage required to be leased by AIRLINE will be at the discretion of the Airport Director. For Airlines who have not executed this Agreement or an Agreement substantially similar and have not been designated as an Affiliate Airline, the Non -Signatory Airline shall be required to pay a Non -Signatory premium of one hundred twenty five percent (125%) of all applicable rates and charges. For each Fiscal Year covered by this Agreement, the rates shall be outlined for each year in Exhibit "G". 7.01 Landing Fees. AIRLINE shall pay to CITY fees for aircraft landings at Airport as set forth in Exhibit"G". Landed weight shall be reported to the City within ten (10) days following the end of the month in which activity occurred. Signatory Airlines' landing fees shall be calculated to include all Maintenance and Operating Expenses and the net cost of non -federally funded or State funded capital costs associated with the Airfield and is determined as the product of the landing fee rate for the period and the Signatory and Non -Signatory total landed weight for the month. AIRLINE's landed weight for the month shall be determined as the product of the Maximum Gross Landed Weight of each category of landing aircraft of the AIRLINE by the number of Landings of each said aircraft during such month. 7.02 Terminal Rentals AIRLINE's Terminal rentals shall be determined as the sum of rentals for Exclusive Use and Preferential Use Premises. Rental payment for Exclusive Use and Preferential Use Premises shall be the Terminal rental rate as set forth in Exhibit "G" and the square footage of the corresponding type of space leased by AIRLINE as set forth in Exhibit "B". 7.03 Apron Fees AIRLINE shall pay to CITY apron fees for the parking of aircraft at the gate area. Such fees shall be calculated in accordance with Exhibit "G" and allocated to AIRLINE based on the number of Airline leased apron spaces as indicated by the lease lines shown on Exhibit "C". 7.04 Joint Use Charges. AIRLINE's Joint Use Charges shall be determined as the sum of 1) the product of the weighted average terminal rate per square foot and the square footage of the Joint Use Premises leased by AIRLINE as set forth in Exhibit "B" and 2) the Net Terminal Security Cost as shown on Exhibit "G". Passenger activity shall be reported to the City within ten (10) days following the end of the month in which activity occurred. 20 7.05 Per Use Charge. Per Use Charges shall be calculated as a flat fee paid per turn (including an arrival and departure) and will be adjusted annually. The calculation shall be based upon adding the average annual rate per turn for the concourse, inbound baggage, outbound baggage, the average per turn rate paid for exclusive space, plus a 15% overhead fee as is identified in Exhibit "G". For airlines utilizing this Per Use Charge provision, all activity for the month will be reported within ten (10) days following the end of the month. For Airline(s) operating under a Per Use Charge basis, a minimum annual guarantee amount will apply. The minimum annual guarantee will be an amount equal to the twenty percent (20%) fixed use amount charged to each Signatory Airline calculated as part of the Joint Use space charge and the amount due for ticketing space leased by AIRLINE. This amount will be adjusted annually. 7.06 Other Fees and Charges. A. CITY expressly reserves the right to assess and collect the following: (1) Charter Flight Fees - AIRLINE must pay fees to the CITY for charter flights operated or handled by AIRLINE as follows: (1) if the charter flight is handled by AIRLINE with its own or a leased aircraft at AIRLINE's Leased Premises, AIRLINE will pay the Signatory rates and charges; (ii) if the charter flight is operated by an aircraft owned by a Non -Signatory third party and is handled at AIRLINE's Leased Premises, AIRLINE must pay the Non -Signatory rates and charges as outlined in Article 7; or (iii) if the charter night is handled by an aircraft owned by a Non -Signatory third party and handled outside AIRLINE's Leased Premises, AIRLINE must pay the applicable Per Use Charge and the Non -Signatory rates and charges. If AIRLINE parks aircraft at a CITY -controlled apron position, AIRLINE must pay an Apron Parking Fee as shown in Exhibit "G". (2) Reasonable and non-discriminatory fees and charges for services or facilities not enumerated in this Agreement, but provided by CITY and accepted by AIRLINE, including, but not limited to, Federal Inspection Services Area ("FIS") fees as set forth in Exhibit "G". (3) Pro -rata share, based upon enplaned passengers, of any charges for the provision of any services or facilities which CITY is required to provide by any governmental entity (other than CITY acting within its proprietary capacity) having jurisdiction over the Airport. B. CITY reserves the right to charge AIRLINE or its employees, contractors, or agents a reasonable fee for a security background check and identification badges provided at the Airport. 21 C. AIRLINE shall pay reasonable charges for other services or facilities provided by CITY to AIRLINE. Such services or facilities may include, but are not limited to, special maintenance of AIRLINE's Leased Premises including janitorial services or equipment/vehicle storage areas. The fees for these services shall be established by the Director upon request for services by AIRLINE. D. AIRLINE shall pay the required fees for all permits and licenses necessary for the conduct of its Air Transportation Business at the Airport. AIRLINE shall pay all electricity, gas, and water and sewerage fees and charges, if separately metered. AIRLINE shall also pay all taxes, assessments, and charges , which during the Term of this Agreement may become a lien or which may be levied by the State, County, or any other tax levying body, upon any taxable interest by AIRLINE acquired in this Agreement, or any taxable possessory right which AIRLINE may have in or to the premises or facilities leased hereunder, or the improvements thereon, by reason of its occupancy thereof, or otherwise, as well as taxes, assessments, and/or charges on taxable property, real or personal, owned by AIRLINE in or about said premises. Upon any termination of tenancy, all taxes then levied or a lien on any of said property, or taxable interest therein, shall be paid in full and without pro -ration by AIRLINE forthwith, or as soon as a statement thereof has been issued by the tax collector, if termination occurs during the interval between attachment of the lien and issuance of statement. However, AIRLINE shall not be deemed to be in default under this Agreement for failure to pay taxes pending the outcome of any proceedings instituted by AIRLINE to contest the validity or the amount of such taxes, provided that such failure to pay does not result in any forfeiture. 7.06 Payments. A. Payments of one -twelfth (1/12) of the total annual rentals for AIRLINE's Exclusive Use Premises, Preferential Use Premises, and Apron Fees shall be due in advance, without demand, on the first day of each month. Said rentals and charges shall be deemed delinquent if payment is not received by the fifteenth (15) calendar day of the month. B. Payment of AIRLINE's Landing Fees shall be due on the last day of each month following the month in which such activity occurs. Said fees shall be deemed delinquent if payment is not received on the date due. C. Payment for Joint Use Charges shall be due on the thirtieth last day of each month based on the previous month's enplanement data. Said fees shall be deemed delinquent if payment is not received on the date due. 22 D Payment for Per Use Charges shall be due on the thirtieth last day of each month based on the previous month's activity data. Said fees shall be deemed delinquent if payment is not received on the date due. E. Payment for all other fees and charges due hereunder, shall be due as of the date of the C1TY's invoice. Said fees and charges shall be deemed delinquent if payment is not received within thirty (30) days of the date of such invoice. F. CITY shall provide written notice of any and all payment delinquencies, including payments of any deficiencies which may be due as a result of the CITY's estimates of activity pursuant to Paragraph F below or due to an audit performed pursuant to Paragraph 7.07.C., herein; provided, however, interest at the lower of one and one-half percent (1 ' %) per month, or the highest rate allowable by applicable state law, shall accrue against any and all delinquent payment(s) from the date due until the date payments are received by CITY. This provision shall not preclude CITY from canceling this Agreement for default in the payment of rentals, fees or charges, as provided for in Section 12.01B herein, or from exercising any other rights contained herein or provided by law. G. In the event AIRLINE fails to submit its monthly activity report as required in Section 7.07, CITY shall estimate the Rentals, Fees and Charges based upon the higher of one hundred twenty-five percent (125%) of the previous month's activity or the same month's prior year activity reported by AIRLINE and issue an invoice to AIRLINE for same. If no activity data is available, CITY shall reasonably estimate such activity and invoice AIRLINE for same. AIRLINE shall be liable for any deficiencies in payments based on estimates made under this provision; payment for said deficiencies shall be deemed due as of the date such rental was due and payable. If such estimate results in an overpayment by AIRLINE, CITY shall apply such overpayment as a credit against any outstanding invoices or subsequent amounts due for such Rentals, Fees and Charges from AIRLINE; provided, however, AIRLINE shall not be entitled to any credit for interest on payments of such estimated amounts. H. In the event AIRLINE's obligations with respect to AIRLINE's Leased Premises or rights, licenses, services or privileges granted hereunder shall commence or terminate on any date other than the first or last day of the month, AIRLINE's Rentals, Fees and Charges shall be prorated on the basis of the number of days such premises, facilities, rights, licenses, services, or privileges were enjoyed during that month. 1. All payments due and payable hereunder shall be paid in lawful money of the United States of America, without set off, by check made payable to the Corpus Christi International Airport and delivered to: 23 Corpus Christi International Airport Accounts Receivable Department 1000 International Drive Corpus Christi, TX. 78406 7.07 Information to be Supplied by AIRLINE. A. Not later than ten (10) days after the end of each month, AIRLINE shall file with Airport written report in the format as set forth in Exhibit "G" for activity conducted by AIRLINE and its designated Affiliate Airline(s) during said month, and for activity handled by AIRLINE for other Air Transportation Companies not having an agreement with CITY providing for its own submission of activity data to CITY. B. CITY shall have the right to rely on said activity reports in determining rentals and charges due hereunder; provided, however, AIRLINE shall have full responsibility for the accuracy of said reports including the sum and product totals. Payment deficiencies due to incomplete or inaccurate activity reports shall be subject to interest charges as set forth in Paragraph 7.06.E. C. AIRLINE shall at all times maintain and keep books, ledgers, accounts or other records, wherein are accurately kept all entries reflecting the activity statistics to be reported pursuant to Paragraph 7.07.A. Such records shall be retained by AIRLINE for a period of three (3) years subsequent to the activities reported therein, or such other retention period as set forth in 14 CFR Part 249, and made available at Corpus Christi, Texas for audit and/or examination by CITY or its duly authorized representative during all normal business hours. AIRLINE shall produce such books and records at Corpus Christi, Texas within thirty (30) calendar days of written notice to do so or pay all reasonable expenses, including but not limited to transportation, food and lodging, necessary for an auditor selected by CITY to audit said books and records at a place selected by AIRLINE. D. The cost of audit, with the exception of the aforementioned expenses, shall be borne by CITY as an O&M Expense; provided, however, the total cost of said audit shall be borne by AIRLINE if either or both of the following conditions exist: (1) The audit reveals an underpayment of more than five percent (5%) of Rentals, Fees and Charges due hereunder, as determined by said audit; and/or (2) AIRLINE has failed to maintain true and complete books, records, accounts, and supportive source 24 documents in accordance with Paragraph 7.07.C. 7.08 Security for Payment A. Unless Signatory Airline has provided regularly scheduled flights to and from the Airport during the twelve (12) months prior to the Effective Date of this Agreement without the occurrence of any act or omission that would have been an event enumerated in Section 12.01 of this Agreement, if this Agreement had been in effect during that period, AIRLINE shall provide CITY on the Effective Date of this Agreement with a contract bond, irrevocable letter of credit or other similar security acceptable to CITY ("Contract Security") in an amount equal to the estimate of three (3) months' Rentals, Fees and Charges payable by AIRLINE pursuant to this Article 7, to guarantee the faithful performance by AIRLINE of its obligations under this Agreement and the payment of all Rentals, Fees and Charges due hereunder. AIRLINE shall be obligated to maintain such Contract Security in effect until the expiration of twelve (12) consecutive months during which period AIRLINE commits no event enumerated in Section 12.01 of this Agreement. Such Contract Security shall be in a form and with a company reasonably acceptable to CITY. In the event that any such Contract Security shall be for a period less than the full period required by this Paragraph 7.08.A or if Contract Security shall be canceled, AIRLINE shall provide a renewal or replacement Contract Security for the remaining required period at least sixty (60) days prior to the date of such expiration or cancellation. B. Notwithstanding the above Paragraph 7.08.A, CITY shall have the right to waive such Contract Security requirements for a Signatory Airline which has not provided regularly scheduled flights to and from the Airport during the twelve (12) months prior to the Effective Date of its Signatory Airline agreement. Any such waiver by CITY shall be conditioned upon said Signatory Airline having provided regularly scheduled flights at six (6) other airports with activity levels and characteristics similar to Airport during the most recent twelve (12) month period, without committing any material default under the terms of the respective lease and use agreements at each of the six (6) facilities, and without any history of untimely payments for rentals, fees and charges. The burden shall be an AIRLINE to demonstrate to CITY its compliance with these requirements by providing written documentation from six (6) other airports selected by Airport. C. If AIRLINE is delinquent in any debt due to the CITY for a period greater than ninety (90) days and/or continuously delinquent for a period of six (6) months, CITY shall impose or re -impose the requirements of Paragraph 7.08.A on AIRLINE. D. Upon the occurrence of any AIRLINE actor omission that is an event enumerated in Section 12.01, or upon election to assume this Agreement under Federal Bankruptcy Rules and Regulations and Federal 25 Judgeship Act of 1990, as such may be amended, supplemented, or replaced, CITY, by written notice to AIRLINE given at any time within ninety (90) days of the date such event becomes known to CITY, may impose or re -impose the requirements of Paragraph 7.08.A on AIRLINE. In such event, AIRLINE shall provide CITY with the required Contract Security within ten (10) days from its receipt of such written notice and shall thereafter maintain such Contract Security in effect until the expiration of a period of eighteen (18) consecutive months during which AIRLINE commits no additional event enumerated in Section 12.01. E. If AIRLINE shall fail to obtain and/or keep in force such Contract Security required hereunder, such failure shall be grounds for immediate cancellation of this Agreement pursuant to Section 12.01. CITY' s rights under this Section 7.08 shall be in addition to all other rights and remedies provided to CITY under this Agreement. 7.09 Passenger Facility Charge. A. AIRLINE acknowledges that CITY shall have the right to assess Airline passengers a Passenger Facility Charge ("PFC") for the use of the AIRPORT in accordance with 49 U.S.C. §40117 and the rules and regulations there under (14 CFR Part 158, herein the "PFC Regulations") and as otherwise hereinafter authorized or permitted. AIRLINE shall collect on behalf of and remit to CITY any such charges in accordance with the requirements of the PFC Regulations, including but not limited to holding any charges collected by the AIRLINE, pending remittance to CITY, in trust for the benefit of CITY. CITY shall have the right to use all such PFC revenue collected in any lawful manner. B. AIRLINE and CITY shall be bound by and shall observe all of the provisions of the PFC Regulations as they apply to either or both parties. C. If AIRLINE fails to remit PFC revenue to CITY within the time limits established by the PFC Regulations (no later than the last day of the following calendar month), AIRLINE shall be deemed to be in default pursuant to Section 12.01. Any late payment of PFC's shall be subject to interest computed in accordance with Section 7.06. 7.10 Capitalized Interest on Bonds. Bonds issued by the CITY will provide for the capitalization of interest, by project, during the construction period for each respective project; and the CITY intends for Debt Service on Bonds to be capitalized until Substantial Completion of projects financed, in part, from the proceeds of Bonds. Provided, however, that in the event any Debt Service applicable for Bonds shall become payable from Revenues prior to Substantial Completion of projects, the Debt Service will be allocated to Cost 26 Centers in the same manner as the related project costs (net of any PFC funding) are allocated to Cost Centers. 7.11 Continuation of Rent . Signatory Airlines that cease service at the Airport prior to the end of the term of the Agreement as provided for in Section 13.01 will continue to pay rent on Exclusive and Preferential Use Premises and twenty percent of the Joint Use Charge until the end of the Term of the Agreement. 7.12 No Further Charges. Except as provided in this Agreement, no further Rentals, Fees or Charges shall be charged by the CITY to AIRLINE, for the use of AIRLINE's Leased Premises and other facilities, and the rights, licenses, and privileges granted to AIRLINE in Article 5 of this Agreement. The foregoing provision shall not be construed to prohibit the CITY from imposing fees and charges for the use of specified equipment, facilities, or additional services at the Airport or from imposing fines, penalties, or assessments for the enforcement of the CITY's rules and regulations. 7.13 Charges For Services. The provisions contained in Section 7.12 shall not preclude the CITY from seeking reimbursement from AIRLINE, Signatory Airlines, designated Affiliated Airlines, and Non - Signatory Airlines for the cost of services provided to AIRLINE, Signatory Airlines, designated Affiliated Airlines, and Non -Signatory Airlines in compliance with any federal law or rule or regulations which is enacted or amended subsequent to the execution of this Agreement, or for any services or facilities provided subsequent to the execution date of this Agreement, the cost of which is not currently included in the estimated requirement used to calculate Rentals, Fees and Charges under this Agreement. ARTICLE 8: CHANGES IN RATES FOR RENTALS, FEES, AND CHARGES 8.01 Annual Rate Changes. A. No later than sixty (60) days prior to the end of each Fiscal Year, CITY shall notify AIRLINE of the proposed Landing Fee and Charges for the ensuing Fiscal Year. Said Landing Fee shall be based upon budgeted Revenues, O&M Expenses, Annual Capital Outlay, and projected Capital Improvements, including coverage and required reserves determined and presented to AIRLINE substantially in conformance with the methods and format set forth in Exhibit "G". Rental rates will be set according to the rates included in Exhibit "G". The allocation of oil and gas lease revenues ("O&G Revenues") identified in Exhibit "G-1.1" shall apply through the Term of this Agreement; however, to the extent that the O&G Revenues exceed one 27 million dollars ($1,000,000) in any Fiscal Year, the O&G Revenues allocation will be modified in excess of that amount such that fifty percent (50%) of the O&G Revenues will be applied to the Airfield cost center and fifty percent (50%) will be allocated to the Aviation Discretionary Fund as identified in Exhibit "G-1.1". The Airline allocation will first be applied to offset the Airline Requirement in the Airfield cost center for the then current fiscal year based on the landed weight of all Signatory Airlines. In the event that the amount of O&G Revenues to be applied to the Airfield cost center exceeds the Airline Requirement, then any such surplus will be applied toward the Airline Requirement associated with the Terminal cost center for the then current fiscal year on a square footage basis. In the event that the amount of O&G Revenues to be applied toward the Airline Requirement associated with the Terminal cost center exceeds the Airline Requirement, then at the end of the Term, any remaining surplus amounts will be credited to the previous fiscal year(s) of this Agreement based on pro rata total rates and charges paid by the Signatory Airlines during the period. In the event that any Airline surplus exists and all Airline Requirements for the full term of this Agreement have been credited as outlined above, the distribution of all remaining Airline surplus will be allocated to the Signatory Airlines as negotiated between the Airlines and the Airport Director. S. The Signatory Airlines through the AAAC shall have the right to review and comment upon the proposed operating budget through a consultation process. No later than thirty (30) days after the forwarding of a proposed schedule of rates for Landing Fees and Charges, CITY agrees to meet or arrange a conference call with the AAAC ata mutually convenient time for the purpose of discussing such Landing Fees and Charges. In advance of said meeting, CITY shall make available to the AAAC any reasonably requested additional information relating to the determination of the proposed rates. CITY agrees to fully consider the comments and recommendations of the Signatory Airlines prior to finalizing its schedule of rates for Rentals, Fees and Charges for the ensuing Fiscal Year. C. Following said meeting/conference call, and prior to the end of the then current Fiscal Year, CITY shall notify AIRLINE of the rates for the Landing Fees and Charges to be established for the ensuing Fiscal Year. D. If calculation of the new rates for Landing Fees and Charges is not completed by CITY and the notice provided in Paragraph 8.01 C. is not given on or prior to the end of the then current Fiscal Year, the AIRLINE will by provided written notice that rates for Landing Fees and Charges then in effect shall continue to be paid by AIRLINE until such calculations are concluded and such notice is given. Upon the conclusion of such calculations and the giving of such notice, CITY shall determine the difference(s), if any, between the actual Landing Fees and Charges paid by AIRLINE to date for the then current Fiscal Year and the Landing Fees and Charges that would have been paid by AIRLINE if said rates had been in effect beginning 28 on the first day of the Fiscal Year. Said differences shall be applied to the Landing Fees or Charges for which a difference(s) in rates resulted in an overpayment or underpayment, and shall be remitted by AIRLINE or credited or refunded by CITY in the month immediately following the calculation of the new Fiscal Year rates or over the remaining months of the then current Fiscal Year as determined by the CITY. 8.02 Other Rate Changes. Landing, Fees and Charges may be changed up to once per fiscal year at any other time that unaudited monthly Airport financial data indicates that total Landing Fees and Charges payable pursuant to the then current rate schedules are estimated and anticipated by CITY to vary by more than ten percent (10%) from the total Landing Fees and Charges that would be payable based upon the use of the projected monthly financial data then available for said Fiscal Year. Rates for Landing Fees and Charges may also be changed whenever required by the terms and provisions of the Master Bond Ordinance No. 024163; which is available in the Airport Administration offices for review, provided, however, that Signatory Airlines' total Landing Fees and Charges payable to CITY shall be allocated to AIRLINE in accordance with this Agreement. In the event of an emergency situation at the Airport where action is required due to respond to operational or safety related issues , the Landing Fees, and Charges may be changed within thirty (30) days, after consultation with the AAAC. 8.03 Incorporation of Exhibit "G" . Adjustments to Landing Fees and Charges, pursuant to this Agreement, shall apply without the necessity of formal amendment of this Agreement. Upon each adjustment pursuant to this Article 8, a revised Exhibit "G" showing the calculation of adjusted rates for Landing Fees and Charges, shall be prepared by CITY and transmitted to AIRLINE. Said exhibit shall then be deemed part of this Agreement without formal amendment thereto. 8.04 Settlement. Upon the earlier of (i) one hundred twenty (120) days following the close of each Fiscal Year, or(ii) as soon as audited financial data for said Fiscal Year is available, rates for Landing Fees and Charges for the preceding Fiscal Year shall be recalculated using audited financial data and the methods set forth in Exhibit "G." Upon the determination of any difference(s) between the actual Landing Fees and Charges paid by Signatory Airlines during the preceding Fiscal Year and the Landing Fees and Charges that would have been paid by Signatory Airlines using said recalculated rates, CITY shall, in the event of overpayment, promptly credit to AIRLINE of the amount of such overpayment within thirty (30) days of determination and such credit will be applied against any outstanding invoices at the time of issuance and in the event of under payment such amount shall be due within thirty (30) days of the invoice date. 8.05 CITY Covenants. A. CITY covenants that for purposes of assigning and allocating costs, it shall utilize generally accepted 29 accounting practices utilized for airports operating as an enterprise fund, include only those charges properly attributable to the Aviation System, and adhere to the requirements of the FAA's Policy Regarding the Establishment of Airport Rates and Charges. B. CITY shall operate the Aviation System in a manner so as to produce Revenues from concessionaires, tenants and other users of the Aviation System of a nature and amount which would be produced by a reasonably prudent operator of an airport of substantially similar size, use and activity, with due regard for the interests of the public. C. CITY shall use all Revenues of the Aviation System exclusively for the construction, maintenance, operation, development, financing and management of the Aviation System. ARTICLE 9: AIRLINE IMPROVEMENTS 9.01 AIRLINE Improvements. A. In accordance with Paragraph 5.01 N., AIRLINE may construct and install, at AIRLINE's sole expense, improvements in its Exclusive Use and Preferential Use Premises as AIRLINE deems to be necessary for its operations; provided, however, that the plans and specifications, location, and construction schedule for such improvement shall be subject to the advanced written approval of the Director. Provided further, that no reduction or abatement of Rentals, Fees and Charges shall be allowed for any interference with AIRLINE's operations by such construction. B. Prior to the commencement of any improvements greater than $10,000, the CITY shall have the right to require that AIRLINE shall obtain, or cause to be obtained, a contract surety bond in a sum equal to the full amount of any construction contract awarded by AIRLINE for the improvements. Said contract security bond shall name the CITY as an obligee there under and shall be drawn in a form and from such company acceptable to CITY; shall guarantee the faithful performance of necessary construction and completion of improvements in accordance with approved final plans and detailed specifications; and, shall protect CITY against any losses and liability, damages, expenses, claims and judgments caused by or resulting from any failure to perform completely the work described. CITY reserves the right to require that AIRLINE acquires or causes to be acquired a payment bond with any contractor or contractors of AIRLINE as principal, in a sum equal to the full amount of the construction contract awarded by AIRLINE for the improvements. Said bond shall name the CITY as an obligee there under and shall guarantee payment of all wages for labor and 30 services engaged, and of all bills for materials, supplies and equipment used in the performance of said construction contract. Any work associated with such construction or installation shall not unreasonably interfere with the operation of the Airport, or otherwise unreasonably interfere with the permitted activities of other Terminal tenants and users. Upon completion of approved construction, and within sixty (60) days of AIRLINE's receipt of a certificate of occupancy, a complete set of "as built" drawings shall be delivered to the Director for the permanent record of CITY. C. AIRLINE shall furnish or require contractors to furnish satisfactory evidence of statutory worker's compensation insurance, comprehensive general liability insurance, comprehensive automobile insurance and physical damage insurance, on a builder's risk form with the interest of CITY endorsed thereon, in such amounts and in such manner as CITY may reasonably require. CITY may require additional insurance for any alterations or improvements approved hereunder, in such limits as CITY reasonably determines to be necessary. D. Any construction or installation shall be at the sole risk of AIRLINE and shall be in accordance with all applicable state and local codes and laws and subject to inspection by the Director and all other applicable inspectors. E. All improvements made to Airline's Exclusive Use and Preferential Use Premises and additions and alterations thereto made by AIRLINE, except those financed by CITY, shall be and remain the property of AIRLINE until expiration of the Term of this Agreement, Upon termination or cancellation of this Agreement, said additions and alterations shall become the property of CITY; provided, however, that any trade fixtures, signs, equipment, and other moveable personal property of AIRLINE not permanently affixed to Airline's Exclusive Use or Preferential Use Premises shall remain the property of AIRLINE, subject to the terms of Article 14. ARTICLE 10: DAMAGE OR DESTRUCTION 10.01 Partial Damage. If any part of AIRLINE's Leased Premises, or adjacent facilities directly and substantially affecting the use of AIRLINE's Leased Premises, shall be partially damaged by fire or other casualty, but said circumstances do not render AIRLINE's Leased Premises untenable as reasonably determined by CITY, the same shall be repaired to usable condition with due diligence by CITY as hereinafter provided and limited. No abatement of rentals shall accrue to AIRLINE so long as AIRLINE's Leased Premises remain tenantable. 31 10.02 Substantial Damage. If any part of AIRLINE's Leased Premises, or adjacent facilities directly and substantially affecting the use of AIRLINE's Leased Premises, shall be so extensively damaged by fire or other casualty as to render any portion of said AIRLINE's Leased Premises untenable but capable of being repaired, as reasonably determined by CITY, the same shall be repaired to usable condition with due diligence by CITY as hereinafter provided and limited. In such case, the rentals payable hereunder with respect to AIRLINE's affected AIRLINE Leased Premises shall be paid up to the time of such damage and shall thereafter be abated equitably in proportion as the part of the area rendered untenable bears to total AIRLINE Leased Premises until such time as such affected AIRLINE Leased Premises shall be restored adequately for use. CITY shall use reasonable efforts to provide AIRLINE with comparable alternate facilities to continue its operation while repairs are being completed, at a rental rate not to exceed that provided for in this Agreement for comparable space. 10.03 Destruction. A. If any part of AIRLINE's Leased Premises, or adjacent facilities directly and substantially affecting the use of AIRLINE's Leased Premises, shall be damaged by fire or other casualty, and is so extensively damaged as to render any portion of said AIRLINE Leased Premises incapable of being repaired within ninety (90) days, as reasonably determined by CITY, CITY shall notify AIRLINE of its decision whether to reconstruct or replace said space; provided, however, CITY shall be under no obligation to replace or reconstruct such premises. The rentals payable hereunder with respect to affected AIRLINE Leased Premises shall be paid up to the time of such damage and thereafter shall abate until such time as replacement or reconstructed space becomes available for use by AIRLINE. If this occurs, Airline may terminate the letting of the AIRLINE's Leased Premises, effective as of the date of written notice to the CITY. B. In the event CITY elects to reconstruct or replace affected AIRLINE Leased Premises, CITY shall provide AIRLINE with comparable alternate facilities to continue its operation while reconstruction or replacement is being completed at a rental rate not to exceed that provided for in this Agreement for comparable space. C. In the event CITY elects to not reconstruct or replace affected AIRLINE Leased Premises, CITY shall meet and consult with AIRLINE on ways and means to permanently provide AIRLINE with adequate replacement space for affected AIRLINE Leased Premises. In such event, CITY agrees to amend this Agreement to reflect related additions and deletions to AIRLINE's Leased Premises. AIRLINE is not bound to accept the replacement space and may terminate this Agreement, as described in section 10.03 (A) as above. 32 10.04 Damage Caused By AIRLINE. Notwithstanding the provisions of this Article 10, in the event that due to the negligence or willful act or omission of AIRLINE, its employees, its agents, or licensees, AIRLINE's Leased Premises shall be damaged or destroyed by fire, other casualty or otherwise, there shall be no abatement of rent during the repair or replacement of said AIRLINE Leased Premises. To the extent that the costs of repairs shall exceed the amount of any insurance proceeds payable to CITY by reason of such damage or destruction, AIRLINE shall pay the amount of such additional costs to CITY. 10.05 CITY's Responsibilities. CITY shall maintain adequate levels of insurance ; provided, however, that CITY's obligations to repair, reconstruct, or replace affected premises under the provisions of this Article 10 shall in any event be limited to restoring affected AIRLINE Leased Premises to substantially the same condition that existed at the date of damage or destruction, including any subsequent improvements made by CITY, and shall further be limited to the extent of insurance proceeds and other funds available to CITY for such repair, reconstruction, or replacement; provided further that CITY shall in no way be responsible for the restoration or replacement of any equipment, furnishings, property, real improvements, signs, or other items installed and/or owned by AIRLINE in accordance with this Agreement, unless AIRLINE proves that damage is caused by negligence or willful act or omission of CITY, its officials, agents, or employees acting within the course or scope of their employment. ARTICLE 11: INDEMNIFICATION AND INSURANCE 11.01 Indem nification. A. AIRLINE shall indemnify, save, hold harmless, and defend CITY, its officials, agents and employees, its successors and assigns, individually or collectively, from and against any claim, action, Toss, damage, injury, liability, and the cost and expense of whatsoever kind or nature (including, but not limited to, reasonable attorney fees, disbursements, court costs, and expert fees) based upon injury to persons, including death, or damage to property arising out of, resulting from, or incident to AIRLINE's performance of its obligations under this Agreement, or in conjunction with AIRLINE's use and occupancy of AIRLINE's Leased Premises or use of the Airport, unless such injury or damage is occasioned by the sole negligence or willful misconduct of CITY, its officers, employees, or agents. B. AIRLINE shall indemnify, save, hold harmless, and defend CITY, its 33 officials, agents and employees, its successors and assigns, individually or collectively, from and against any claim, action, loss, damage, injury, liability, and the cost and expense of whatsoever kind or nature (including, but not limited to, reasonable attorney fees, disbursements, court costs, and expert fees) and any fines in any way arising from or based upon the violation of any federal, state, or municipal laws, statutes, resolutions, or regulations, including rules or regulations of the CITY, by AIRLINE, its agents, employees, or successors and assigns in conjunction with AIRLINE' s use and/or occupancy of AIRLINE's Leased Premises or the Airport unless such injury or damage is occasioned by the sole negligence or willful misconduct of CITY, its officers, employees, or agents. C. The provisions of this Section 11.01 shall survive the expiration, termination or early cancellation of this Agreement. 11.02 Insurance. A. Without limiting or expanding AIRLINE's obligation to indemnify CITY, as provided for in Section 11.01, AIRLINE shall procure and maintain in force at all times during the Term of this Agreement occurrence form, comprehensive Airport premises liability and aviation insurance to protect against personal injury and bodily injury liability and property damage liability. The limits for Signatory Airlines operating aircraft larger than sixty (60) seats shall be in an aggregate amount of not less than $100,000,000 per occurrence, combined single limit; provided, however, coverage for non -passengers shall be not less than an aggregate amount of $25,000,000 per occurrence. The limits for Signatory Airlines operating aircraft with sixty (60) seats or less shall be in an aggregate amount of not less than $50,000,000 per occurrence, combined single limit. In addition, AIRLINE shall procure and maintain in force during the Term of this Agreement, liability insurance applicable to the ownership, maintenance, use or operation of any automobile, mobile equipment or other ground vehicle at the Airport (including owned, non -owned, or hired) in an amount not less than $5,000,000 per occurrence. B. The aforesaid amounts and types of insurance shall be reviewed from time to time by CITY and may be adjusted by CITY upon prior reasonable notice to AIRLINE if CITY reasonably determines such adjustments are necessary to protect CITY's interests. AIRLINE shall furnish CITY prior to the Effective Date hereof, a certificate or certificates of insurance as evidence that such insurance is in force. CITY reserves the right to require a certified copy of each certificate upon request. AIRLINE shall name CITY as 34 an additional insured on such insurance policy or policies to the extent of the obligations assumed by AIRLINE under Section 11.01 above. Said policies shall be issued by insurance companies of recognized financial responsibility, and in a form and content reasonably satisfactory to CITY and shall provide for thirty (30) days advance written notice to CITY prior to the cancellation of or any adverse material change in such policies. Failure to provide and/or maintain the required insurance coverage as set forth herein shall be grounds for immediate cancellation of this Agreement. C. AIRLINE shall procure and maintain in force during the Term of this Agreement, Workers' Compensation coverage in accordance with State Law and Employers Liability in an amount not less than $1,000,000 each accident and each disease through a licensed insurance company. The contract for coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the AIRLINE will be promptly met. 11.03 Waiver of Subrogation. CITY and AIRLINE hereby mutually waive any and ail rights of recovery against the other party arising out of damage or destruction of the buildings, AIRLINE's Leased Premises, or any other property from causes included under any property insurance policies to the extent such damage or destruction is covered by the proceeds of such policies and whether or not such damage or destruction shall have been caused by the parties, their officers, employees or agents, but only to the extent that the insurance policies then in force permit such waiver. All policies of insurance shall contain, to the extent available, this waiver of subrogation provision and the cost of such provision shall be borne by the primary insured. ARTICLE 12: CANCELLATION BY CITY 12.01 Events of Default. The events described below shall be deemed events of default by AIRLINE hereunder: A. Upon the occurrence of any one of the following events of default, CITY may give thirty (30) day written notice as provided in Section 12.03. (1) The appointment of a trustee, custodian, or receiver of all or a substantial portion of AIRLINE's assets or the subletting of AIRLINE'S Leased Premises without City Council authorization except as 35 permitted under Article 15. (2) The divestiture of AIRLINE's estate herein by operation of law, by dissolution, or by liquidation. (3) The AIRLINE shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or shall seek a reorganization or the readjustment of its indebtedness under any law or statute of the United States or of any state thereof. (4) The voluntary discontinuance for a period of at least sixty (60) consecutive days by AIRLINE of its operations at the Airport unless otherwise approved by CITY in writing, except when discontinuance is due to fire, earthquake, strike, governmental action, default of the CITY, or other cause beyond AIRLINE's control, and if the AIRLINE's Leased Premises have not been assigned or sublet pursuant to Article 15. (5) The failure to cure a default in the performance of any of the material terms, covenants and conditions required herein within thirty (30) days of receipt of written notice by CITY to do so; or if by reason of the nature of such default, the same cannot be remedied within thirty (30) days following receipt by AIRLINE of written demand from CITY to do so, AIRLINE fails to commence the remedying of such default within said thirty (30) days following such written notice, or having so commenced, shall fail thereafter to continue as promptly as reasonably practical the curing thereof; provided however, AIRLINE's performance under this Paragraph 12.01 shall be subject to the provisions of Section 18.24 of this Agreement. AIRLINE shall have the burden of proof to demonstrate to the CITY's satisfaction (1) that the default cannot be cured within thirty (30) days, and (ii) that it is proceeding with diligence to cure said default, and that such default will be cured within a reasonable period of time. B. Upon the occurrence of any one of the following events of default, CITY may immediately issue written notice of default. (1) The failure by AIRLINE to pay any part of the Rentals, Fees and Charges, PFC's or any other sum due hereunder and the continued failure to pay said amounts in full within ten (10) days of CITY's written notice of payments past due. Provided, however, if a dispute arises between CITY and AIRLINE with respect to any obligation or alleged obligation of AIRLINE to make payments to CITY, payments under protest by AIRLINE of the amount due shall not waive any of AIRLINE'S rights to contest the validity or amount of such payment. 36 (2) The failure by AIRLINE to maintain the minimum required insurance coverage as required by Section 11.02, provided that CITY shall have the right to immediately suspend AIRLINE's right to operate at the Airport until AIRLINE has obtained the minimum required insurance coverage. (3) If any act occurs, through the fault of neglect of AIRLINE, which operates to deprive the AIRLINE permanently of the rights, power and privileges necessary for the lawful conduct and operation of its business. 12.02 Continuing Responsibilities of AIRLINE. Notwithstanding the occurrence of any event of default, AIRLINE shall remain liable to CITY for all Rentals, Fees and Charges payable hereunder and for all preceding breaches of any covenant of this Agreement. Furthermore, except as otherwise provided for in this Agreement, unless CITY, at its sole discretion, elects to cancel this Agreement, AIRLINE shall remain liable for and promptly pay all Rentals, Fees and Charges accruing hereunder until termination of this Agreement as set forth in Article 3 or until this Agreement is canceled by AIRLINE pursuant to Article 13. 12.03 CITY's Remedies. Upon the occurrence of any event enumerated in Section 12.01, the following remedies shall be available to CITY: A. CITY may exercise any remedy provided by law or in equity, including but not limited to the remedies hereinafter specified. B. CITY may cancel this Agreement, effective upon the date specified in the notice of cancellation. For events enumerated in Paragraph 12.01 A., such date shall be not Tess than thirty (30) days from said date of receipt of notice. Upon such date, AIRLINE shall be deemed to have no further rights hereunder and CITY shall have the right to take immediate possession of AIRLINE's Premises. C. CITY may reenter the AIRLINE's Leased Premises and may remove all AIRLINE persons and property from same upon the date of reentry specified in CITY's written notice of reentry to AIRLINE. For events enumerated in Paragraph 12.01 A. reentry shall be not less than thirty (30) days from the date of notice of reentry. D. CITY may relet AIRLINE's Leased Premises and any improvements thereon or any part thereof at such Rentals, Fees and Charges and upon such other terms and conditions as CITY, in its sole discretion, may deem advisable, with the right to make alterations, repairs of improvements on said AIRLINE's Leased 37 Premises. In reletting the AIRLINE's Leased Premises, CITY shall be obligated to make a good faith effort to obtain terms no less favorable to CITY than those contained herein and otherwise seek to mitigate any damages it may suffer as a result of AIRLINE's event of default. E. In the event that CITY relets AIRLINE's Leased Premises, Rentals, Fees and Charges received by CITY from such reletting shall be applied: (i) to the payment of any indebtedness other than Rentals, Fees and Charges due hereunder from AIRLINE to CITY; (ii) to the payment of any cost of such reletting; and (lilt) to the payment of Rentals, Fees and Charges due and unpaid hereunder. The residue, if any, shall be held by CITY and applied in payment of future Rentals, Fees and Charges as the same may become due and payable hereunder. If that portion of such Rentals, Fees and Charges received from such reletting and applied to the payment of Rentals, Fees and Charges hereunder is less than the Rentals, Fees and Charges payable during applicable periods by AIRLINE hereunder, then AIRLINE shall pay such deficiency to CITY. AIRLINE shall also pay to CITY, as soon as ascertained, any costs and expenses incurred by CITY in such reletting not covered by the Rentals, Fees and Charges received from such reletting. F. AIRLINE shall pay to CITY all other costs, incurred by CITY in the exercise of any remedy in this Article 12, including, but not limited to, reasonable attorney fees, disbursements, -court costs, and expert fees. ARTICLE 13: CANCELLATION BY AIRLINE 13.01 Events of Default. The events described below shall be deemed events of default by CITY hereunder: A. CITY fails to keep, perform or observe any material term, covenant or condition herein contained to be kept, performed, or observed by CITY and such failure continues for thirty (30) days after receipt of written notice from AIRLINE; or, if by its nature such default cannot be cured within such thirty (30) day period, CITY shall not commence to cure or remove such default within said thirty (30) days and to cure or remove the same as promptly as reasonably practicable; provided, however, CITY' s performance under this Paragraph shall be subject to the provisions of Section 18.24 of this Agreement. B. Airport is closed to flights in general for reasons other than weather, acts of God, or other reasons beyond CITY's control or to the flights of AIRLINE, for reasons other than those circumstances within AIRLINE' s control, and Airport fails to be reopened to such flights within sixty (60) consecutive days from 38 such closure. C. The Airport is permanently closed as an air carrier airport by act of any Federal, state, or local government agency having competent jurisdiction; or AIRLINE is unable to use Airport for a period of at least ninety (90) consecutive days due to any law or any order, rule or regulation of any governmental authority having jurisdiction over the operations of the Airport; or any court of competent jurisdiction issues an injunction preventing CITY or AIRLINE from using Airport for airport purposes, for reasons other than those circumstances within its control, and such injunction remains in force for a period of at least ninety (90) consecutive days. D. The United States Government or any authorized agency of the same (by executive order or otherwise) assumes the operation, control or use of the Airport in such a manner as to substantially restrict AIRLINE from conducting its operations, if such restriction be continued for a period of sixty (60) consecutive days or more. 13.02 AIRLINE's Remedy. AIRLINE termination, due to events of default in provisions of Section 13.01, shall not be effective unless and until at least thirty (30) days have elapsed after written notice to CITY specifying the date upon which such termination shall take effect and the reason for such termination. CITY may cure the cause of such termination within said (30) day period, or such longer time as the parties may agree thereto. In the event, of termination AIRLINE shall surrender the AIRLINE's Leased Premises in accordance with Article 14 hereof. if the termination is due to provisions related to Section 13.01, all Rentals, Fees and Charges payable by AIRLINE shall continue in force until the space is fully vacated. ARTICLE 14: SURRENDER OF AIRLINE PREMISES 14.01 Surrender and Delivery. Upon termination or cancellation of this Agreement, AIRLINE shall promptly and peaceably surrender to CITY AIRLINE's Leased Premises and all improvements thereon to which CITY is entitled in good and fit condition, reasonable wear and tear excepted; provided, however, nothing in this Section shall be construed to modify the obligations of the parties set forth in [Article 10 and Article 11]. 14.02 Removal of Property. AIRLINE shall have the right at any time during the Term of this Agreement to remove from the Airport its aircraft, tools, equipment, trade fixtures, and other personal property, title to which shall remain in AIRLINE, unless otherwise set forth in this Agreement, and shall remove such aircraft, tools, equipment, trade fixtures, and other personal property within thirty (30) business days following termination of this Agreement, 39 whether by expiration of time or otherwise, as provided herein, subject to any valid lien which CITY may have thereon for unpaid Rentals, Fees and Charges. AIRLINE shall not abandon any portion of its property at the Airport without the written consent of CITY. Any and all property not removed by AIRLINE within thirty (30) business days following the date of termination of this Agreement shall, at the option of CITY, (i) become the property of CITY at no cost to CITY; (ii) be stored by CITY, at no cost to CITY; or (iii) be sold at public or private sale at no cost to CITY. All of the AIRLINE's personal property located on the AIRLINE's Leased Premises is at the risk of the AIRLINE only, and CITY is not liable for damage to said personal property to the AIRLINE's Leased Premises, or to the said AIRLINE. Except as may be agreed to otherwise by CITY and AIRLINE, all CITY property damaged by or as a result of the removal of AIRLINE's property shall be restored by AIRLINE to the condition existing before such damage Tess reasonable wear and tear at AIRLINE's expense. 14.03 Holding Over. In the event AIRLINE continues to occupy the AIRLINE's Leased Premises beyond the term of this Agreement or any extension thereof without CITY's written renewal thereof, such holding aver does not constitute a renewal or extension of this Agreement, but creates, upon the same terms and conditions, a tenancy from month to month which may be terminated at any time by CITY or AIRLINE by giving thirty (30) days written notice to the other party. ARTICLE 15: ASSIGNMENT AND SUBLETTING AGREEMENTS 15.01 Assignment and Subletting by AIRLINE. A. Except for an assignment to a parent, affiliate, or subsidiary, which is hereby authorized, AIRLINE may not at any time assign, transfer, convey, sublet, mortgage, pledge, or encumber its interest under this Agreement, or any part of the AIRLINE's Leased Premises, to any party including designated Affiliate Airlines that operate as a single entity at the Airport without the prior written approval of the CITY, which approval will not be unreasonably withheld. The above prohibition does not apply with respect to any company with which AIRLINE may merge or consolidate, or which may acquire substantially all of the AIRLINE's assets. In the event that AIRLINE shall, directly or indirectly, assign, sell, hypothecate or otherwise transfer this Agreement, or any portion of AIRLINE's Leased Premises, without the prior written consent of the CITY except as allowed for above, the CITY, in its sole discretion may terminate this Agreement. B. Except for a sublease to any company with which AIRLINE merges or consolidates, or acquires substantially all of the AIRLINE's assets, AIRLINE shall not sublease AIRLINE's Leased Premises without 40 the prior written consent of CITY, which consent may be withheld if CITY has substantially similar space available, but unleased, or if CITY can make such space available for lease within a reasonable time. Exclusive or preferential use of AIRLINE's Exclusive Use Premises or any part thereof, or preferential use of AIRLINE's Preferential Use Premises or any part thereof, by anyone other than AIRLINE or a Scheduled Air Carrier being handled by AIRLINE shall be deemed a sublease. C. AIRLINE shall include with its request for permission to assign or sublease, a copy of the proposed assignment or sublease agreement, if prepared. In the event such proposed agreement has not been prepared, a written summary of the material terms and conditions to be contained in such agreement shall be included with AIRLINE's request for tentative approval by the CITY. The assignment or sublease agreement or written summary submitted with AIRLINE' s request shall include the following information: (i) the term; (ii) the area or space to be assigned or subleased; (iii) the sublease rentals to be charged; and (iv) the provision that assignee or sub lessee must execute a separate operating agreement with CITY. Any other information reasonably requested by CITY pertaining to said sublease or assignment shall be promptly provided by AIRLINE. A fully executed copy of such sublease or assignment shall be submitted to CITY for final approval before occupancy of AIRLINE's Leased Premises, or any portion thereof, by the assignee or sub lessee. D. In the event the Rentals, Fees and Charges for subleased premises exceed the Rentals, Fees and Charges payable by AIRLINE for said premises pursuant to this Agreement, AIRLINE shall pay to CITY the excess of the Rentals, Fees and Charges received from the sub lessee over that specified to be paid by AIRLINE herein; provided, however, AIRLINE may charge a reasonable fee for administrative costs, not to exceed fifteen percent (15%) of the specified sublease rental and such fee shall not be considered part of excess Rentals, Fees and Charges. AIRLINE may also charge a reasonable fee to others for the use of AIRLINE' s capital equipment and to charge for use of utilities and other services being paid for by AIRLINE. E. Nothing in this Article 15 shall be construed to release AIRLINE from its obligations under this Agreement, including but not limited to, the payment of Rentals, Fees and Charges provided herein. ARTICLE 16: AVAILABILITY OF ADEQUATE FACILITIES 16.01 Declaration of Intent. The parties acknowledge the objective of CITY to offer to all Air Transportation Companies desiring to serve Airport access to the Airport and to provide adequate gate positions and space in the Terminal. Recognizing that physical and financial limitations may preclude timely expansion of the Terminal and 41 Aircraft Parking Apron areas to meet the stated requests of AIRLINE and/or such other Scheduled Air Carriers ("Requesting Airlines") for additional facilities, CITY hereby states its intent to pursue the objective of achieving an optimum balance in the overall utilization of Terminal and Aircraft Parking Apron areas to be achieved, if necessary, through sharing or reassigning, from time to time, of gate positions and other passenger handling facilities. 16.02 Accommodation of Requesting Airlines. A. AIRLINE shall cooperate with CITY to accommodate the needs of a Requesting Airline by permitting such Requesting Airline to utilize AIRLINE's Preferential Leased Premises for the time period(s) necessary to permit passenger loading and unloading operations in conjunction with the scheduled operations of such Requesting Airline at times when the use of such facilities shall riot interfere with AIRLINE's planned operations or those of its approved sub lessees, licensees or permittees. In determining if AIRLINE shall be required to accommodate a Requesting Airline, the CITY shall consider AIRLINE's capabilities, capacity, facilities and therefore, after taking into account AIRLINE' s own requirements and contractual obligations, the compatibility of said Requesting Airline's proposed operations with those of AIRLINE, and the need for labor harmony. CITY shall not require AIRLINE to accommodate a Requesting Airline if CITY has unassigned gates which can reasonably accommodate the needs of said Requesting Airline. AIRLINE's accommodation of a Requesting Airline shall be subject to the following: 1) a written agreement between AIRLINE and Requesting Airline, approved in writing by CITY prior to the effective date thereof, 2) Requesting Airline enters into an agreement with CITY to operate at the Airport, and 3) a written agreement between AIRLINE and requesting Airline identifying indemnification and insurance requirements consistent with the terms of this Agreement.. In order to make sure that all users of Airport facilities will be treated equally and that AIRLINE will be properly reimbursed for the use of AIRLINE's Leased Premises, AIRLINE will compute prorated fees and charges for Exclusive and Preferential Use Premises based on flight and enplanement data of both airlines and may not charge more than 100% of the charges AIRLINE is responsible to pay to the CITY for the rights and privileges granted herein. AIRLINE may charge a reasonable fee for administrative costs, not to exceed fifteen percent (15%) of the specified fees and charges and such fee shall not be considered part of fees and charges. AIRLINE may also charge a reasonable fee to others for the use of AIRLINE' s capital equipment and charge for use of utilities and other services being paid for by AIRLINE. B. AIRLINE shall cooperate with CITY to accommodate other Air Transportation Companies from time to time, as deemed necessary by CITY for situations including, but not limited to unscheduled flights including charters, diversions due to weather, and other circumstances not otherwise accommodated or handled by a Signatory Airline, and scheduled flights for which the Scheduled Air Carrier has no assigned 42 gates. Provided, however, AIRLINE shall not be required to accommodate such other Scheduled Air Carriers pursuant to this Paragraph 16.02.B. if all of AIRLINE's gate positions are occupied by AIRLINE's flights or flights of other Scheduled Air Carriers already being accommodated by AIRLINE at the time of said flight needing to be accommodated. For purposes of this provision, the overnight parking of AIRLINE's aircraft at a gate position or parking of AIRLINE'S aircraft at a gate position other than between one (1) hour before arrival or one (1) hour after scheduled departure of AIRLINE' s aircraft shall not be deemed occupation of said gate position. If AIRLINE accommodates such other Scheduled Air Carriers then said other Scheduled Air Carrier shall be required to vacate AIRLINE's gate position at least (1) hour prior to AIRLINE's next scheduled flight arrival/departure at said gate position. The accommodated carrier shall pay AIRLINE's reasonable costs incurred in removing AIRLINE' s aircraft from or moving AIRLINE's aircraft to the gate positions. C. Subject to the provisions of Sections 15.01 and 15.02, nothing contained in this Article shall prevent or prohibit AIRLINE from electing to enter into an agreement with other Scheduled Air Carriers authorized to operate at the Airport and desiring the joint use of AIRLINE's Leased Premises as provided in Article 15 herein with approval of CITY_ ARTICLE 17: GOVERNMENT INCLUSION 17.01 Government Agreements. This Agreement shall be subordinate to the provisions of any existing or future agreements between CITY and the United States Government or other governmental authority, relative to the operation or maintenance of the Aviation System, the execution of which has been or will be required as a condition precedent to the granting of Federal or other governmental funds for the development of the Aviation System, to the extent that the provisions of any such existing or future agreements are generally required by the United States or other governmental authority of other airports receiving such funds. CITY agrees to provide AIRLINE written advance notice of any provisions which would adversely modify the material terms of this Agreement. 17.02 Federal Government's Emergency Clause. All provisions of this Agreement shall be subordinate to the rights of the United States of America to operate the Aviation System or any part thereof during time of war or national emergency. Such rights shall supersede any provisions of this Agreement inconsistent with the operations of the Aviation System by the United States of America. 17.03 Nondiscrimination 43 A. AIRLINE for itself, its personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby agree as a covenant running with the land that (i) no person on the grounds of race, color or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of AIRLINE's Leased Premises, (ii) in the construction of any improvements on, over, or under AIRLINE's Leased Premises and the furnishing of services thereon, no person on the grounds of race, color or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination, and (iii) AIRLINE shall use the AIRLINE's Leased Premises in compliance with all other requirements imposed by or pursuant to 14 CFR Part 152, Subpart E Non Discrimination in Airport Aid Program and 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 Regulations may be amended. B. AIRLINE acknowledges that the provisions of 49 CFR, Part23, Disadvantaged Business Enterprises (DBE), as said regulations may be amended, and such other similar regulations may be enacted, may be applicable to the activities of AIRLINE under the terms of this Agreement, unless exempted by said regulations, and hereby agrees to comply with the Federal Aviation Administration and the U.S. Department of Transportation, in reference thereto. These requirements may include, but not be limited to, compliance with DBE participation goals, the keeping of certain records of good faith compliance efforts, which would be subject to review by the various agencies, the submission of various reports and, if so directed, the contracting of specified percentages of goods and services contracts to Disadvantaged Business Enterprises. C. In the event of breach of any of the above nondiscrimination covenants, CITY shall have the right to cancel this Agreement after such action as the United States Government may direct to enforce this covenant has been followed and completed, including exercise or expiration of appeal rights. 17.04 Security AIRLINE must comply with, and require compliance by its sub lessees, if any, and both its and their respective contractors, suppliers of materials and furnishers of services, employees, agents, and business invitees, with all present, amended, and future laws, rules, regulations, or ordinances promulgated by the CITY, the Airport Security Plan ("ASP"), the Federal Aviation Administration ("FAA"), Department of Homeland Security ("DHS") or other governmental agencies to protect the security and integrity of the Secured Area ("SA"),the Air Operations Area ("AOA"), and the Security Identification Display Area ("SIDA"), as defined by the Airport, the FAA, and TSA, and to protect against access to the SA, AOA, and SIDA by unauthorized persons. Subject to the approval of the Director, the AIRLINE must adopt procedures to control and limit access to the SA, AOA, and SIDA 44 by the AIRLINE, its sub lessees, and its and their respective contractors, suppliers of materials and furnishers of services, employees, and business invitees in accordance with all present and future ASP, FAA, and DHS laws, rules, regulations, and ordinances. AIRLINE further agrees to indemnify, hold harmless, defend and insure the CITY, its officers, agents, and employees against the risk of legal liability for death, injury, or damage to persons or property, or fees and expenses, direct or consequential, arising from entry of the SA or S IDA permitted, allowed or otherwise made possible by AIRLINE, its sub lessees or its or their respective contractors, suppliers of materials and furnishers of services, employees, business invitees, agents, or any person under the direction of AIRLINE, which entry violates CITY, ASP, FAA, or DHS laws, rules, regulations, or ordinances or AIRLINE's Director - approved procedures for controlling access to the SA or S IDA as provided hereinabove. The AIRLINE must obtain employee identification badges for all personnel authorized by the AIRLINE to have access to the SA, AOA, or SIDA, in accordance with the provisions of Federal Aviation Regulations, 49CFR Part 1542, and other laws, rules, regulations and ordinances. AIRLINE must pay all fines associated with security breaches/infractions by AIRLINE or its sub lessees and its and their respective agents, officers, business invitees, and employees in the SA, AOA, or SIDA, regardless of whether the fine is assessed to CITY, Airport or AIRLINE and/or its sub lessees, and its or their respective agents, officers, business invitees or employees however AIRLINE may contest such fine in accordance with administrative procedures of the agency issuing the fine. ARTICLE 18: GENERAL PROVISIONS 18.01 Subordination to Master Bond Ordinance A. This Agreement and all rights granted to AIRLINE hereunder are expressly subordinated and subject to the lien and provisions of the pledges, transfer, hypothecation or assignment made by CITY in the Master Bond Ordinance No. 024163. CETY and AIRLINE agree that to the extent required by the Master Bond Ordinance No. 024163 or law, the holders of the Bonds or their designated representatives shall have the right to exercise any and all rights of CITY hereunder. B. CITY shall notify AIRLINE in advance of any amendments or supplements to the Master Bond Ordinance No. 024163 that would materially alter the terms and provisions of this Agreement. CITY and AIRLINE shall use their commercially reasonable efforts to agree on the implementation of any such material amendments or supplements desired solely by CITY for its own purposes. C. With respect to property leased by the CITY to AIRLINE hereunder which was or is to be acquired by the CITY with proceeds of Bonds, the interest on which is, or is intended to be, excludable from the gross 45 income of the holders of such Bonds for federal income tax purposes, the parties hereby covenant to protect the tax-exempt status of the Bonds. 18.02 Non -waiver. No waiver of default by either party of any of the terms, covenants, or conditions of this Agreement to be performed, kept and observed by the other party shall be construed to be or act as a waiver of any subsequent default of any of the terms, covenants and conditions to be performed, kept and observed by the other party and shall not be deemed a waiver of any right on the part of the other party to cancel this Agreement as provided herein. 18.03 Rights Non -Exclusive. Notwithstanding anything herein contained that may be or appear to the contrary, the rights, privileges and licenses granted under this Agreement, except in Exclusive Use Premises, are "non-exclusive" and CITY reserves the right to grant similar privileges to others. 18.04 Quiet Enjoyment. A. CITY agrees that, so long as AIRLINE' s payment of Rentals, fees and Charges is timely and AIRLINE keeps all covenants and agreements contained herein, AIRLINE shall peaceably have and enjoy AIRLINE's Leased Premises and all rights, privileges and licenses of the Airport, its appurtenances and facilities granted herein, subject to the terms and conditions herein contained. B. Consistent with the nature of AIRLINE's business, AIRLINE agrees that occupancy of AIRLINE's Leased Premises will be lawful and quiet and that it will not knowingly use or permit the use of AIRLINE's Leased Premises in any way that would violate the terms of this Agreement, create a nuisance, or disturb other tenants or the general public. AIRLINE shall be responsible for the activity of its officers, employees, agents, and others under its control with respect to this provision. 18.05 Performance. The parties expressly agree that time is of the essence in this Agreement. Failure by a party to complete performance within the time specified, or within a reasonable time if no time is specified herein, shall relieve the other party, without liability, of any obligation to accept such performance. 18.06 Aviation Rights. CITY reserves unto itself, its successors, and assigns for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the Airport, including AIRLINE's Leased Premises, for navigation or flight in the said airspace for landing on, taking off from, or operating at the Airport. 46 18.07 Rules and Regulations. A. AIRLINE, its officers, employees, agents and others under its control shall observe and obey all laws, regulations, and orders of the Federal, state, county and municipal governments which may be applicable to AIRLINE'S operations at the Airport. S. CITY may from time to time adopt, amend or revise reasonable and non-discriminatory rules and regulations for the conduct of operations at the Airport, for reasons of safety, health, preservation of the property or for the maintenance of the good and orderly appearance of the Airport. AIRLINE, its officers, employees, agents, and others under its control shall faithfully comply with and observe such rules and regulations, except as they may conflict with the terms and provisions of this Agreement, or the regulations of another governmental authority having appropriate jurisdiction. C. AIRLINE shall be strictly liable and responsible for obtaining, maintaining current, and fully complying with, any and all permits, licenses, and other governmental authorizations, however designated, as may be required at any time throughout the entire term of this Agreement by any Federal, state, or local governmental entity or any court of law having jurisdiction over AIRLINE or AIRLINE's operations and activities at the Airport. 18.08 inspection. AIRLINE shall allow CITY's authorized representatives access to AIRLINE'S Leased Premises for the purpose of examining and inspecting said premises; for purposes necessary, incidental to, or connected with the performance of its obligations under this Agreement; ar, in the exercise of its governmental functions. Except in the case of an emergency, upon reasonable advanced notice, CITY shall conduct such inspections during reasonable business hours with reasonable notice and in the presence of AIRLINE'S representative. 18.09 No Individual Liability. No member, officer, agent, director, or employee of CITY or AIRLINE shall be charged personally or held contractually liable by or to the other party under the terms or provisions of this Agreement or because of any breach thereof or because of its or their execution or attempted execution. 18.10 Relationship of Parties. Nothing contained herein shall be deemed or construed by the parties hereto, or by any third party, as creating the relationship of principal and agent, partners, joint venturers, or any other similar such relationship between the parties hereto. It is understood and agreed that neither the method of computation of rentals, fees and charges, nor any other provisions contained herein, nor any acts of the parties hereto, creates a relationship other than the relationship of landlord and tenant. 47 18.11 Capacity to Execute. The individuals executing this Agreement personally warrant that they have full authority to execute this Agreement on behalf of the entity for whom they are acting herein. 18.12 Savings. The parties hereto acknowledge that they have thoroughly read this Agreement, including any exhibits or attachments hereto and have sought and received whatever competent advice and counsel was necessary for them to form a full and complete understanding of all rights and obligations herein. The parties further acknowledge that this Agreement is the result of negotiations between the parties and shall not be construed against CITY by reason of the preparation of this Agreement by CITY. 18.13 Successors and Assigns Bound. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. 18.14 Incorporation of Exhibits. All exhibits and attachments referred to in this Agreement are intended to be and are hereby specifically made a part of this Agreement. 18.15 Titles. Paragraph titles are inserted only as a matter of convenience and for reference, and in no way define, limit or describe the scope or extent of any provision of this Agreement. 18.16 Severability_ In the event that any covenant, condition or provision of this Agreement is held to be invalid by any court of competent jurisdiction, the invalidity of such covenant, condition, or provision shall not materially prejudice either CITY or AIRLINE in their respective rights and obligations contained in the valid covenants, conditions or provisions of this Agreement_ 18.17 Amendments. This Agreement constitutes the entire agreement between the parties. Except as provided in Sections 4.01 and 8.03, no amendment, modification or alteration of the terms of this Agreement shall be binding unless the same be in writing, dated subsequent to the date hereof, and duly executed by the parties hereto. 18.18 Most Favored Nations. CITY covenants and agrees not to enter into any agreement with any Air Transportation Company which (1) makes substantially similar use of the Airport, (ii) operates substantially similar aircraft, and (iii) utilizes substantially similar facilities to that of AIRLINE, which contains more favorable terms than this Agreement, or to grant to any such Scheduled Air Carrier rights or privileges with respect to the Airport which are not afforded to AIRLINE hereunder unless substantially the same terms, rights, privileges and facilities are 48 concurrently made available to AIRLINE. 18.19 Other Agreements. Other than as set forth herein, nothing contained in this Agreement shall be deemed or construed to nullify, restrict or modify in any manner the provisions of any other Agreement or contract between CITY and AIRLINE authorizing the use of the Airport, its facilities and appurtenances. 18.20 Approvals A. Whenever this Agreement calls for approval by CITY, such approval shall be evidenced by the written approval of the Director. B. Any approval required by either party to this Agreement shall not be unreasonably withheld or delayed. 18.21 Notices (A) All notices, demands, requests, or replies provided for or permitted under this Agreement, by either party must be in writing and must be delivered by one of the following methods: (1) by personal delivery; (2) by deposit with the United States Postal Service as certified or registered mail, return receipt requested, postage prepaid; (3) by prepaid telegram; (4) by deposit with an overnight express delivery service, for which service has been prepaid; or (5) by fax transmission. (B) Notice deposited with the United States Postal Service in the manner described above will be deemed effective two (2) business days after deposit with the United States Postal Service. Notice by telegram or overnight express delivery service will be deemed effective one (1) business day after transmission to the telegraph company or overnight express carrier. Notice by fax transmission will be deemed effective upon transmission, with proof of confirmed delivery. (C) All such communications must only be made to the following: If to the City: Director of Aviation City of Corpus Christi 1000 International Drive Corpus Christi, TX 78406 Fax: (361) 289-0251 If to the Airline: Name Address City, State, Zip Fax: 49 (D) Either party may change the address to which notice is sent by using a method set out above. The AIRLINE shall notify the CITY of an address change within ten (10) business days after the address is changed. 18.22 Agent For Service. Itis expressly understood and agreed that if AIRLINE is nota resident of the State of Texas, or is an association or partnership without a member or partner resident of said state, or is a foreign corporation not licensed to do business in Texas, then in any such event, AIRLINE shall appoint an agent for the purpose of service of process in any court action between it and CITY arising out of or based upon this Agreement. AIRLINE shall immediately notify CITY, in writing, of the name and address of said agent. Such service shall be made as provided by the laws of the State of Texas for service upon a non-resident engaging in business in the State. It is further expressly agreed, covenanted and stipulated that, if for any reason, such service of process is not possible, as an alternative method of service of process, AIRLINE may be personally served out of the State of Texas by the registered mailing of such service at the address set forth in Section 18.21. 18.23 Governing Law. This Agreement is to be read and construed in accordance with the laws of the State of Texas. The parties hereto agree that any court of proper jurisdiction presiding in Nueces County, Texas shall be the forum for any actions brought hereunder. 18.24 Force Majeure. Except as herein provided, neither CITY nor AIRLINE shall be deemed to be in default hereunder if either party is prevented from performing any of the obligations, other than the payment of Rentals, Fees and Charges hereunder, by reason of strikes, boycotts, labor disputes, embargoes, shortages of energy or materials, acts of God, acts of the public enemy, weather conditions, riots, rebellion, war, acts of terrorism, or sabotage, or any other circumstances for which it is not responsible or which are not within its control. 18.25 Entire Agreement. it is understood and agreed that this instrument contains the entire agreement between the parties hereto. It is further understood and agreed by AIRLINE and CITY that CITY and CITY' s agents and AIRLINE and AIRLINE'S agents have made no representations or promises with respect to this Agreement or the making or entry into this Agreement, except as in this Agreement expressly set forth, and that no claim or liability or cause for termination shall be asserted by either party, and neither party shall be liable by reason of, the breach of any representations or promises not expressly stated in this Agreement. Any otherwritten or verbal agreement is expressly waived by AIRLINE and CITY. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. ATTEST: CITY OF CORPUS CHRISTI 50 ATTEST: Printed Name: Title: rna akapa_ 3erj APPROVED AS TO LEGAL FORM THIS CITY OF CORPUS CHRISTI City Manager46- Pirated Name: 0-/lULL R. ESC` -f f` ! DAY OF it % , 2009: 1 Assis t City Attorney For C t, Attorney Printed Name: Date: C., Printed Name: a ind t 1114 i Title: rO-fo rTleS Date: 7 k )o QLJ22.LMJTHORtZ LD el COUNCIL _ n .t. ! 6)`1 =WARY , SOUTHWEST AIRLINES CO. ✓mak / , -ID Pirated Name: 1 cin > > ti \I D Title: X2C `� , - y . CO rVe.),C'Gk-ce ry cGE_S Date: ! J 1 v /09 51 EXHIBIT A AIRPORT BOUNDARIES All Exhibits to be replaced by a separate document AIRPORT LAYOUT PLAN V7 V wr CORPUS CHRISTI INTERNATIONAL AIRPORT Corpus Cpriatl, Tem 1.12 52 EXHIBIT B AIRLINE'S LEASE© PREMISES SOUTHWEST AIRLINES The Leased Premises, including Exclusive Use, Preferential Use, and Joint Use Premises, for the AIRLINE are described below: Fig. CI&C2 2837.83 Square feet of ticket counter, office and baggage makeup space for the Exclusive Use of the Airline Fig. C3 Fig. C4 Fig. C6 Fig. C9 427.50 Square feet of operational space for Exclusive Use of the Airline 2293.47 Square feet of passenger hold room space for Preferential Use of the Airline. 6002.53 Square feet of space for baggage drop and baggage claim for Joint Use of Airline. 1 Apron position(s) for Preferential Use of the Airline 27'-11" American Ticket Counter (6 POSITIONS) 29'— 7" FutureTicket Counter NEW AMERICAN ATO (2,743.26 SF) TICKETING (311.60 SF) QUEUEING (279.10 SF) TOTAL AREA (3,333.96 SF) FUTURE ATO — ATD (1,104.22 9 T1CKE11NG (295.80 9 QUEUEING (295.80 SF TOTAL AREA(1.695.82 SF) FIGURE C1 LEASED SPACE SOUTHWEST ATO AREA CORPUS CHRISTI INTERNATIONAL AIRPORT 2009 AIRLINE LEASE AGREEMENT NOTE: ALL MEASUREMENTS TO DETERMINE THE AREA OF EXCLUSIVE SPACE LEASED SHALL BE FROM THE INTERIOR OF THE EXTERNAL WALLS AND FROM THE CENTERLINE TO CENTERLINE OF EACH INTERIOR WALL , OR, IN THE ABSENCE OF INTERIOR WALLS, THE POINT OF SAID CENTERLINE WOULD BE LOCATED IF SUCH INTERIOR WALL EXISTED. 49'6" Corpus Christi International Airport 32'-2" 4`1 NEW ' AiOTMST (1.847.83 S TICKETING 495.00 �() 1 QUEUEING 495.00 Sr)SF TOTAL ARE 2837.83 c FUTURE ATO ATO (1,256.80 SF 0 TICKETING321.60 SF' r� QUEUEING (321.60 Sr, TOTAL AREA(1,900.00 SF, KEY MAP CITY OF CORPUS CHRISTI INTERNATIONAL AIRPORT AVIATION DEPT. OWN. BY: BEN VASQUEZ APPROVED BY: ROY DATE: 3-2009 PROD. # 2009_41RL!NLLEASE 49'6" L ,ids Christi International Airport — r Southwest Ticket Counter (8 POSITIONS) ■ NEW SOUTHWEST ATO (1,847.83 SF TICKETING (495.00 SF) QUEUEING (495.00 SF) TOTAL AREA(2,837,83 SF) FIGURE C2 LEASED SPACE SOUTHWEST ATO AREA CORPUS CHRISTI INTERNATIONAL AIRPORT 2009 AIRLINE LEASE AGREEMENT NOTE: ALL MEASUREMENTS TO DETERMINE THE AREA OF EXCLUSIVE SPACE LEASED SHALL BE FROM THE INTERIOR OF THE EXTERNAL WALLS AND FROM THE CENTERLINE TO CENTERLINE OF EACH INTERIOR WALL, OR, IN THE ABSENCE OF INTERIOR WALLS, THE POINT OF SAID CENTERLINE WOULD BE LOCATED IF SUCH INTERIOR WALL EXISTED. • C7) KEY MAP CITY OF CORPUS CHRISTI INTERNATIONAL AIRPORT AVIATION DEPT. OWN. 8Y: BEN-VASQUEZ APPROVED BY. ROY DATE: 3-2009 PROJ. # 2009_ArRLINl=LEASE tit FIN.FLR. EL 42.45 FIGURE C3 LEASED SPACE SOUTHWEST OPS AREA CORPUS CHRISTI INTERNATIONAL AIRPORT 2009 AIRLINE LEASE AGREEMENT NOTE: ALL MEASUREMENTS TO DETERMINE THE AREA OF EXCLUSIVE SPACE LEASED SHALL BE FROM THE INTERIOR OF THE EXTERNAL WALLS AND FROM THE CENTERLINE TO CENTERLINE OF EACH INTERIOR WALL , OR, IN THE ABSENCE OF INTERIOR WALLS, THE POINT OF SAID CENTERLINE WOULD BE LOCATED IF SUCH INTERIOR WALL EXISTED. SOUTHWEST OPS (427.50 SF) 30' 14' T Corpus Christi International Airport — KEY MAP 17___,..-- 5ouniwEST totiiresso CITY OF CORPUS CHRISTI INTERNATIONAL AIRPORT AVIATION DEPT. DWN. BY: BEN_VASQUEZ APPROVED BY: ROY DATE: 3-2009 PROJ. # 2009_AtRLJNE_LEASE SOUTh 57,5.02-CEA$E,C4-OPS AREA 27'-10" SOUTHWEST HOLDROOM 2082 2293.47 SQ. FT. r'i Corpus Christi International Airport — SOUTHWEST AIRLINE HOLDROOM 2293.47 SF FIGURE C4 LEASED SPACE SOUTHWEST HOLDROOM CORPUS CHRISTI INTERNATIONAL AIRPORT 2009 AIRLINE LEASE AGREEMENT NOTE: ALL MEASUREMENTS TO DETERMINE THE AREA OF EXCLUSIVE SPACE LEASED SHALL BE FROM THE INTERIOR OF THE EXTERNAL WALLS AND FROM THE CENTERLINE TO CENTERLINE OF EACH INTERIOR WALL , OR, IN THE ABSENCE OF INTERIOR WALLS, THE POINT OF SAID CENTERLINE WOULD BE LOCATED IF SUCH INTERIOR WALL EXISTED. KEY MAP SOUTHWEST CITY OF CORPUS CHRISTI INTERNATIONAL AIRPORT AVIATION DEPT. OWN. BY: BEN_VASQUEZ APPROVED BY ROY DATE: 3-2009 PROJ. # 2009_AIRLINE_LEASE 107'-4" BAGGAGE CLAIM 4102.31 SF 7 Corpus Christi International Airport — BAGGAGE BREAK -DOWN 1900.22 SF 115-9" 0 FIGURE C6 FUTURE LEASE BAGGAGE CLAIM AREA CORPUS CHRISTI INTERNATIONAL AIRPORT 2009 AIRLINE LEASE AGREEMENT EFFECTIVE NOTE: ALL MEASUREMENTS TO DETERMINE THE AREA OF EXCLUSIVE SPACE LEASED SHALL BE FROM THE INTERIOR OF THE EXTERNAL WALLS AND FROM THE CENTERLINE TO CENTERLINE OF EACH INTERIOR WALL , OR, IN THE ABSENCE OF INTERIOR WALLS, THE POINT OF SAID CENTERLINE WOULD BE LOCATED IF SUCH INTERIOR WALL EXISTED. BAGGAGE CLAIM AREA BAGGAGE BREAK -DOWN TOTAL 4102.31 SF 1900.22 SF 6002.53 SF KEY MAP Mid BAGGAGE CLAIM CITY OF CORPUS CHRISTI INTERNATIONAL AIRPORT AVIATION DEPT. DWN. BY: BEN_VASQUEZ APPROVED BY: ROY DATE 3-2009 PROJ. // 2009.AIRLINLLEASE SOUAiWESIV-09-LEASE C7-BAG44Ge GATE 1 26,757.68 205' 8. F. 1 City Gate w lMa27 MN Continental ■ 20 Southwest 2 p uI �it'AY m, 00 UPI rte- i%i J' i' II 4 S.__11---_ 1101 America iI' 1I1 :tip GATE 2 28,036.35 S.F. —Oa GAT E 3A 30,992.82 S. F. GATE 6 3,880.91 S.F. GATE 38 30,898.92 S.F. GATE 5 CO 31,773.67 S.F. cn GATE 4 11,741.72 S.F. Corpus Odd laternalionalAirport PREFERENTIAL USE OF APRON POSR!ONS MAMA O AMLINI TWA OF ANtCRAFT Of CCM O 2 SOUTMFIN>7 737 O SA CONT S7PRRSE ATA 72, 1 NN CONTINLMTAL MOaS,T]T,OCO OSA AMERICAN MALL RAJ •S! AMIMCAN MOWS ATR72 OS OILTAIAAA CIU n 114 CM'SF CORM WW1 MEM CAM 1111B1RATIMAL AIRPORT COWES WM TEM MWMOMMWMEWNWNEW MMMW S,'.F N/A *mom w wcm, t ptv Oats 5/2afc sl at No. I EXHIBIT D DESIGNATION OF RESPONSIBILITIES FOR OPERATION AND MAINTENANCENeed to redo with gates as joint use EXCLUSIVE USE 1 JOINT USE A • • • USE • 1. Air Conditioning Loa Baggage din Offices Claim & g & Conveyor,& Bri Ticket Baggage Operations Ticket Security dge Apron Counters Makeup Area Lobby Screening s Area a. Maintenance C C A C C C N/A b. Operation C C A C C A N/A c. Chilled Air N/A Distribution C C A N/A 2. Heating a. Maintenance C C A C C C N/A b. Operation C V A C C A N/A c. Warm Air C N/A Distribution C C A C N/a 3. Lighting a. Bulb & Tube C C Replacement C A A C C b. Maintenance C A A C C C C 4. Electrical Maintenance /1 A A A C C C C 5. Water a. Distribution N/A C 0 C C C C b. Fixtures N/A A A C C C C 6. Sewage a. Distribution N/A C C C C N/A N/A b. Fixtures N/A A A C C N/A N/A 7. Maintenance a. Other than C Structure A A A C C N/A b. Structure C C C C C C C c. Exterior C C C C C C N/A 6. Custodial Service A A A C C C A 9. Window Cleaning a. Exterior N/A b. Interior N/A C A C C C C N/A A C C C N/A NOTES: A - AIRLINE, C - City, N/A - Not Applicable. /1 AIRLINE shall be responsible for any electrical fixtures or services installed by AIRLINE. All areas not part of AIRLINE's Exclusive Use Premises shall be CITY's responsibility; provided, however, CITY shall not be responsible for any systems or services installed by AIRLINE, or systems and services installed by CITY, but modified by AIRLINE, unless otherwise agreed to by the parties hereto. 64 EXHIBIT E MONTHLY STATISTICAL REPORT MONTH and YEAR AIRLINE AFFILIATE AIRLINE Passenger Traffic CATEGORY AIRLINE AFFILIATE Number of Enplaned Passengers Gross Landing Weight per Aircraft Type Total Seats Available for Month Number of Enplaned Rev. Passengers Number of Enplaned Non - Rev. Passengers Number of Deplaned Passengers Number of Deplaned Rev. Passengers Number of Deplaned Non - Rev. Passengers Landing Data Aircraft Type Airline or Affiliate Number of Landings for the Month Gross Landing Weight per Aircraft Type Total Seats Available for Month Total Weight per Aircraft Type Total Seats Available Landing Rate $ Total Due for Landing Fees $ Cargo Total Freight Total Mail Enplaned Deplaned Enplaned Deplaned LOAD FACTOR for the Month: Signature of Company Official 65 EXHIBIT F TERMINAL EQUIPMENT The following is a list of Terminal Equipment that may be in the AIRLINE's Leased Premises and is owned by the CITY and is for the use of the Airlines: Passenger Loading Bridges Potable Water Units for Loading Bridges Passenger Lift MUFIDS PA System Podiums 66 EXHIBIT G-1 AIRPORT OPERATING FUND 4610 REQUIREMENTS FY 10 Total O&M Capital AIRPORT DIVISIONS Budget Expenditures Outlay Airfield 458,456 443,271 15,185 Facilities 334,755 334,755 0 Custodial Maintenance 534,805 534,805 0 Parking Lot 405,424 397,224 8,200 Building Maint 1,863,324 1,863,324 0 Public Safety 1,537,660 1,512,660 25,000 Operations 503,326 490,826 12,500 TOTAL Direct O&M 5,637,750 5,576,865 60,885 Administration 1,010,430 1,010,430 0 Operating Transfers: City Administration Other lnterfund Charges 341,534 16,872 TOTAL Indirect O&M 1,3680836 TOTAL O&M REQUIREMENT $ 7,006,586 Operating Reserve Fund - Coverage Reqt. (35,580) Debt Service - Other 423,206 Debt Service - 2000 Bonds 509,156 358,406 $ 6,945,701 896,783 TOTAL FUND 4610 REQUIREMENTS $ 7,903,368 $ 7,842,483 Aviation Capital Reserve Fund Transfer (151,956) TOTAL BUDGET FOR FUND 4610 $ 7,751,412 Note Disclosure Only: PFC (21 Fund 4621 Debt Service - 2000 Bonds Series A & B $ 1,076,810 7/7/2009 11:21 AM Final EXHIBIT G-1.1 AIRPORT OPERATING FUND REVENUES FY 2008 FY 10 Proposed Acct # Account Description Budget 320000 320010 320020 320030 320040 320100 320120 320130 320135 320200 320230 320300 320310 320340 320360 320380 320390 320420 320450 320460 320470 320500 320510 320520 320560 320570 320610 320650 320710 340900 343500 343501 350440 343600 Landing fees Airline space rental Apron charges Fuel flowage fees Cargo Facility Rental Resale -Electric Power -Term Fixed based operator revenue Security service Airline Janitorial Services Agricultural leases Rent -commercial non -aviation Gift shop concession Auto rental concession Restaurant concession Automated teller machines Telephone concessions Advertising concession Airport Badging Fees TSA -Check Point Fees Terminal Space Rental -Other TSA Buildout Fee Parking lot Parking fines -Airport Premium Covered Parking Rent -a -car parking Rent -a -car Security Fee Trash hauling - caterer Ground transportation Other revenue Interest on investments Oil and gas leases Oil and gas leases-Interdept Trsfr from Stores Fund A/R Finance Charges TOTAL REVENUE ar ne ayments a ae re at "�,Terminal Cr-ert-1 Aviation Dept Revenues 636,000 100% 1,026,000 100% 228,000 100% 96,000 19,404 90,000 120,000 293,616 100% 38,244 81,005 79,205 115,272 1,120,000 94,000 12,000 53,165 12,000 121,511 420,358 636,000 1,026,000 228,000 100% 96,000 100% 100% 90,000 19,404 100% 120,000 293,616 100% 38,244 100% 100% 100% 115,272 100% 1,120,000 0% 100% 94,000 100% 12,000 100% - 100% 53,165 81,005 79,205 100% 121,511 100% 420,358 100% 12,000 1,310,500 900 657,000 43,680 190,000 2,664 117,500 1,200 70,000 114,000 14,400 85.0% 1,113,925 0.0% 3% 19,710 5% 32,850 0% 100% 2,664 10% 10% 0% 11,400 1,440 $ 7,177,624 $ 2,183,616 7/7/2009 11:25 AM $ 1,362,475 $ 2,100,064 100% 15.0% 196,575 100% 900 92% 604,440 100% 43,680 100% 190,000 100% 117,500 100% 1,200 100% 70,000 90% 102,600 90% 12,960 100% - 100% - $ 1,531,469 Final DIRECT COST CENTERS EXHIBIT G-2 COST CENTER ALLOCATIONS FY 10 Direct Indirect Debt TOTAL O&M O&M Service COSTS Terminal Security 228,447 55,708 284,155 Airfield 1,804,323 439,998 50,303 2,294,624 Terminal 2,376,896 579,625 441,878 3,398,399 Parking 736,756 179,664 149,746 1,066,166 Other 405,783 98,953 112,523 617,259 ----------------- Total $ 5,552,205 $ 1,353,948 $ 754,450 $ 7,660,603 Source Exhibit G-2.1 G-2.1 G-2.2 7/7/2009 11:39 AM Final EXHIBIT G-2.1 ALLOCATION OF O&M EXPENSES FY 10 ALLOCATION OF DIVISION BUDGET TO COST CENTERS % of ** Total Direct Operating TOTAL Airfield Facilities Custodial Parking Bldg Maint P. Safety 4 Operations Direct O&M O&M Admin Transfers O&M COST CENTERS Terminal Security 0.0% 0.0% 1.0% Airfield 90.0% 33.0% 0.0% Terminal 0.0% 46.0% 95.0% _Parking 0.0% 10.0% 2.0% Other 10.0% 11.0% 2.0% ads, apron, ARFF, GA) Total Allocation 100.0% 100.0% 100.0% 0.0% 1.0% 14.0% 0.0% 0.0% 23.0% 42.0% 50.0% 0.0% 69.0% 27.0% 10.0% 100.0% 5.0% 4.0% 25.0% 0.0% 2.0% 13.0% 15.0% 100.0% 100.0% 100.0% 100,0% DIVISION BUDGET 414,238 490,892 511,385 407,286 1,767,288 1,469,000 492,116 5,552,205 1,094,370 259,578 6,906,153 Terminal Security - - 5,114 17,673 205,660 228,447 Airfield 372,814 161,994 - 406,476 616,980 246,058 1,804,323 Terminal - 225,810 485,816 - 1,219,429 396,630 49,212 2,376,896 Parking - 49,089 10,228 407,286 88,364 58,760 123,029 736,756 Other 41,424 53,998 10,228 - 35,346 190,970 73,817 405,783 (roads, apron, ARFF, GA) Total Allocation 414,238 490,892 511,385 407,286 1,767,288 1,469,000 492,116 5,552,205 la - Allocation percentages per management. /b - Allocation based on distribution of direct O&M. 4.1% 45,028 10,680 32.5% 355,642 84,356 42.8% 468,499 111,125 13.3% 145,219 34,445 7.3% 79,982 18,971 100.0% 1,094,370 259,578 /b Ib 284,155 2,244,321 2,956,521 916,420 504,736 6,906,153 7/7)2009 11:42 AM Final, EXHIBIT 0-2.2.1 BOND FUNDED ASSETS FY 2010 Bond -Funded Projects Airfield Terminal Parking Other TOTAL Fire Suppression System 3,026 3,026 R/W, TAW, Aprons 14,730 14,730 C/C, Security, Bag Claim 74,368 74,368 Rental Car Lot 77,702 77,702 Landscaping 26,655 26,855 Commercial Ramp 126,697 126,697 Main Parking Lot 597,248 597,248 Ramp Space 115,348 115,348 Terminal Building Improvements 829,566 829,566 TAN and RNV 13/31 244,093 244,093 Security Fencing 8,269 8,269 Airport Master Plan 11,000 11,000 11,000 11,575 44,575 G.A. Apron 206,523 206,523 RNV 17-35 19,454 19,454 Airport Energy Conservation 5,000 5,000 Concourse and Holdroom 565,052 1 565,052 Ticket Wing Expansion 1,263,025 1,263,025 Landscaping Study 39,787 39,787 Terminal Air Conditioning 18,865 18,865 Graphics 113,500 113,500 Terminal Roof/HVAC 1,036,205 1,036,205 RNV 17/35 229,683 229,683 TOTAL FY1981-87 653,926 3,916,581 608,248 480,816 5,659,571 CFR Vehicle Signage and Landscaping Airport Entrance Sign Reconstruct Fire Eqpt. ARFF Vehicle Parking Lot Runway 17-35 T/W Rehab for R/W 13/31 Signage and Landscaping 47,893 22,277 52,632 47,893 22,277 52,632 TOTAL FY1988 47,893 0 0 52,632 100,525 17,209 28,116 97,540 142,460 117,667 301,752 17,209 28,116 97,540 142,460 117,667 301,752 TOTAL FY1989 305,452 0 97,540 301,752 704,744 Master Plan 10,098 10,098 Land Acquisition 125,954 125,954 Terminal Interior Teminal Expansion Terminal NC for Concourse Tower HVAC Terminal Concourse & Holdroom Service center Roof/HVAC/Canopy T/W J & Commercial Apron Taxiway Rehab 13-31 Taxiway J Comm Apron TOTAL FY1991 0 0 0 136,052 136,052 34,916 34,916 1,325,416 1,325,416 39,005 39,005 1,684 1,684 391,914 391,914 913,612 913,612 293,192 293,192 TOTAL FY1992 293,192 2,706,547 0 0 2,999,739 233,336 33,297 233,336 33,297 TOTAL FY1993 266,633 0 0 0 266,633 7/7/2009 12:01 PM Final EXHIBIT G-2.2.1 BOND FUNDED ASSETS FY 2008 Bond -Funded Projects Airfield Terminal Parking Other TOTAL Parking/Revenue Control System 17,714 17,714 Parking Lot Improvements 19,681 19,681 Fencing/Access Control 99,466 99,466 G.A. Apron Ext. Fillet Widening 156,151 156,151 Gen Avn Apron/Taxiway Ltg 179,924 179,924 Boiler/Cooter Tower Replacement 27,176 27,176 TOTAL FY1994 99,466 27,176 37,395 336,075 500,112 Terminal Renovation -Roof 161,419 161,419 A!F Drainage Imp., Security Perimeter Rd. 164,700 164,700 TOTAL FY1995 164,700 161,419 0 0 326,119 Boiler/Cooler Tower Replacement 26,098 26,098 Terminal Relocate Airline 168,765 168,765 Terminal Elec Rm/Door Repl 8,646 8,646 TOTAL FY1997 0 203,509 0 0 203,509 Emergency Generator 181,252 181,252 Electrical Improvements/Sweeper/Lift 19 7,697 - 7,697 TOTAL FY1998 7,697 181,252 188,949 Terminal Space Study Plan TOTAL FY2001 58,618 - 58,618 58,618 58,618 ARFF Vehicle 59,871 59,871 West Apron Improvements 15,656 15,656 Parking and Roadway Improvements 15,340 16,430 31,770 Terminal Improvements - 2,502,745 - 2,502,745 TOTAL FY2002 75,527 2,502,745 15,340 16,430 2,610,042 Terminal Improvements - 2,756,322 - - 2,756,322 Parking and Roadway Improvements - 3,187,159 1,986,983 5,174,142 TOTAL FY2003 2,758,322 3,187,159 1,986,983 7,930,464 Terminal Improvements - 2,790,575 - - 2,790,575 Parking and Roadway Improvements 420,275 541,349 961,624 TOTAL FY2004 - 2,790,575 420,275 541,349 3,752,199 Terminal Improvements - 955,923 - 955,923 Parking and Roadway Improvements - 1,242,519 (21,281) 1,221,238 TOTAL FY2005 - 955,923 1,242,519 (21,281) 2,177,161 Terminal Improvements 328,829 328,829 Parking and Roadway Improvements 69,664 292,522 362,186 TOTAL FY2006 328,829 69,664 292,522 691,015 Terminal Improvements 228,077 228,077 Parking and Roadway Improvements 21,092 159,228 180,320 TOTAL FY2007 Estimate - 228,077 21,092 159,228 408,397 BOND -FUNDED PROJECTS FY1981-2003 1,914,486 16,817,573 5,699,232 4,282,557 28,713,848 % Distribution 6.7% 58.6% 19.8% 14.9% 100.0% 7/7/2069 12:01 PM Final ALLOCATION OF ANNUAL DEBT SERVICE EXHIBIT G-2.2 ALLOCATION OF DEBT SERVICE FY 10 % of Distribution of Bond -funded Assets by Cost Center Amount of Debt Service 754,450 COST CENTER Airfield 6.7% 50,303 Terminal 58.6% 441,878 Parking 19.8% 149,746 Other 14.9% 112,523 Totall 100.0% 754,450 Source Exhibit G-2.2.1 7/7/2009 11:57 AM Final EXHIBIT G-3 Rates and Charges Signatory Terminal Rent TERMINAL RENTAL RATES (per square FY 2009-2010 foot) Class 1 space-- ATOJHoldroom $50.00 Class 2 space --Operations Area $45.00 Class 3 space --Cargo Facility $37.51 Class 4 space--Fenced/Open Area $12.50 TERMINAL RENTAL RATES per square FY 2010-2011 foot) Class 1 space— ATO/Holdroom $50.62 Class 2 space—Operations Area $45.57 Class 3 space—Cargo Facility $37.98 Class 4 space—Fenced/Open Area $12.66 TERMINAL RENTAL RATES (per square FY 2011-2012 foot) Class 1 space-- ATO/Holdroom $51.38 Class 2 space --Operations Area $46.25 Class 3 space --Cargo Facility $38.55 Class 4 space--Fenced/Open Area $12.85 TERMINAL RENTAL RATES (per square FY 2012-2013 foot) Class 1 space— ATOJHoldroom $52.15 Class 2 space --Operations Area $46.94 Class 3 space—Cargo Facility $39.12 Class 4 space--Fenced/Open Area $13.04 TERMINAL RENTAL RATES (per square FY 2013-2014 foot Class 1 space-- ATO/Holdroom Class 2 space --Operations Area Glass 3 space --Cargo Facility Class 4 space--Fenced/Open Area Common Use Charges $52.94 $47.65 $39.71 $13.24 2009-10 Square footage 6,003 square feet 2009-10 Rate $50.00 per square foot Terminal security costs $300,150 *To be recovered by 20180 Joint Use formula based on enplaned passengers 67 Landing Fee 2009-10 Airfield costs $2,244,321 Less: Airfield credit $1,362,475 Net Allowable Costs $881,846 Landing Area @ 70% 617,292 Projected landed weight 464,129 2009-10 Landing Fee $1.33 Signatory Apron Charge 2009-10 Apron Charge per Preferential Position $56,955 *Based on five gates Per Turn Charge 2009-10 Per Turn Charge $250 *Annual minimum annual guarantee for AIRLINE operating under this Agreement and directly leasing Exclusive Use, Preferential Use, or Joint Use space is equal to the fixed twenty percent (20%) Joint Use fixed charge paid by each Signatory Airline. 2009-2010 Annual Minimum: $39,451 2009-10 Signatory Gate Use Fee $158.38 2009-10 Federal Inspection Services Fee (FIS) $2.51 per passenger 68 EXHIBIT G-4 CALCULATION OF NET REVENUE DISTRIBUTION AND CAPITAL RESERVE APPROPRIATION FY 10 Source Exhibit G-1-1 Revenues Account Description Amount Cargo Facility Rental 19,404 Agricultural leases 81,005 Rent - commercial non -aviation 79,205 Airport Badging Fees 12,000 TSA Buildout Fee 0 Parking Lot 196,575 Covered Parking Premium 604,440 Parking fines -Airport 900 Rent -a -car parking 43,680 Rent -a -car Security Fee 190,000 Ground transportation 117,500 Other revenue 1,200 Interest an investments 70,000 Oil and gas leases 102,600 Oil and gas leases 12,960 Transfer from Stores Fund 0 NR/ Finance Charges 0 TOTAL Aviation Department Revenues $ 1,531,469 Less Parking and Other Requirements (1,683,425) Net Revenue Distribution to: Aviation Capital Reserve Fund $ (151,956) 7/7/2009 12:20 PM Final AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of February 10, 2015 Second Reading Ordinance for the City Council Meeting of February 17, 2015 DATE: January 20, 2015 TO: Ronald L. Olson, City Manager THROUGH: Gustavo Gonzalez, P.E., Assistant City Manager, Public Works & Utilities FROM: Mark Van Vleck, P.E., Interim Director of Environmental and Strategic Initiatives MarkVV@cctexas.com 361-826-1874 Ordinance amending Chapter 2 of the City Code of Ordinances regarding membership of the Water Resources Advisory Committee CAPTION: Ordinance to amend Chapter 2 of the City Code of Ordinances, regarding membership of the Water Resources Advisory Committee; to make minor revisions to the language of a member description; and to increase membership by one additional representative. PURPOSE: The purpose of this amendment is twofold: First, the "representative of apartment owners associations" member description is proposed to change to "an apartment owner or manager" in order to broaden the eligibility of prospective members. Secondly, an additional representative focusing on the positive influence of the watershed and ecosystem is proposed to include an environmental and larger -scale view for the committee. BACKGROUND AND FINDINGS: The Water Resource Advisory Committee provides feedback and suggestions to City staff and City Council on matters related to water resources. They meet with City staff at least quarterly and sometimes more often, depending on current issues (e.g. drought). Membership of the Committee consists nine (9) members that include: a residential customer of the city's water system (homeowner); a large commercial customer of the city's water system; a wholesale raw or treated water customer of the city's regional water supply system; a representative of the Port Industries of Corpus Christi; a representative of a school district located within the city; a representative of a military facility; a representative of landscaping/nursery/horticulture interest; and a representative of apartment owners associations. In recent meetings, the Committee suggested adding a new member to the committee to represent the Nueces River Watershed and the associated ecosystem. This would provide an additional vital stakeholder to the discussions and recommendations made to staff and City Council. The Committee voted for staff to propose an ordinance change to add an additional member to the committee. In addition, the committee voted for staff to propose a change in the title of a current member description from "representative of apartment owners associations" to "an apartment owner or manager." This suggestion came about because the City Staff could not find someone to meet the criteria who wanted to volunteer for the Committee. Changing the description would broaden the options for a potential member. ALTERNATIVES: 1. Keep committee membership the same as in the current ordinance 2. Change apartment owner member's description but do not add tenth committee member 3. Add tenth committee member but do not change apartment owner member's description OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Yes this conforms to policies related to City boards and committees. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Fiscal Year: 2014-2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): N/A Comments: N/A RECOMMENDATION: Approval of ordinance amendment as proposed LIST OF SUPPORTING DOCUMENTS: Ordinance 1 Ordinance amending Chapter 2 of the City Code of Ordinances regarding membership of the Water Resource Advisory Committee; to make minor revisions to the language of a member description; and to increase membership by one additional representative. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. Chapter 2 of the City Code of Ordinances regarding the Water Resource Advisory Committee is revised to read as follows: "Sec. 2-230. Composition, organization, and duties. (a) Composition. (1) There is hereby created the water resources advisory committee which shall consist of nine (9) ten (10) members. The members shall include a residential customer of the city's water system (homeowner), a large commercial customer of the city's water system, a wholesale raw or treated water customer of the city's regional water supply system, a representative of the Port Industries of Corpus Christi, a representative of a school district located within the city, a representative of a military facility, a representative of landscaping/nursery/horticulture interest, a reprcsentativc of apartment owners associations an apartment owner or manager, a a citizen at large, and a member or employee of an organization that seeks to protect or positively influence the Nueces River watershed or its ecosystems. (2) The members of the advisory committee are appointed by the mayor with the approval of the council, for two-year terms of office. The initial members of said advisory committee shall be were appointed as follows: Four (4) members of the advisory committee shall be initially appointed for a term of one (1) year, and five (5) members of the advisory committee shall be appointed for a term of two (2) years. Upon expiration of the term of office of the first nine (9) appointees, the succeeding term of office for each new member shall be for a term of two (2) years. Any vacancy shall be filled for the unexpired term. All committee members shall serve without compensation. (3) The mayor may appoint one (1) or two (2) council member(s) to serve as an ex officio member(s) of the committee. (b) Organization. (1) The committee shall adopt its own rules of procedures. 2 (2) At the first meeting after creation of the committee, a majority of the whole committee shall elect a chairperson and vice -chairperson to serve during the first term. Thereafter, a committee chairperson and vice -chairperson shall be elected by a majority of the whole committee to serve one-year terms expiring each May 30. Said election shall be held each year at the first regular meeting after appointments to fill expired terms. (c) Duties. The advisory committee shall advise the city council, city manager, and water superintendent in matters of water resources management. The city council, city manager, and water superintendent may refer matters to the committee to obtain their views." SECTION 2. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. This Ordinance takes effect on date of final Council action. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2015, by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas That the foregoing ordinance was read for the second time and passed finally on this the day of , 2015, by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas PASSED AND APPROVED, this the day of , 2015. ATTEST: Rebecca Huerta City Secretary Nelda Martinez Mayor 3 AGENDA MEMORANDUM First Reading for the City Council Meeting of February 10, 2015 Second Reading for the City Council Meeting of February 17, 2015 DATE: January 22, 2015 TO: Ronald L. Olson, City Manager THRU: Gustavo Gonzalez, P. E., Assistant City Manager of Public Works and Utilities gustavogo@cctexas.com (361) 826-3897 FROM: Valerie H. Gray, P. E., Executive Director of Public Works Valerieq@cctexas.com (361) 826-3729 CAPTION: Jerry Shoemaker, P. E., Acting Director of Capital Programs Jerrys2@cctexas.com (361) 826-3516 Lease Agreement CCRTA Temporary Bus Transfer Station Site Ordinance authorizing the City Manager or designee to execute a seven (7) month lease agreement with Corpus Christi Regional Transportation Authority for the use of property bounded by Leopard, Sam Rankin, Mestina and Josephine Streets, for a temporary bus transfer station. PURPOSE: The purpose of this agenda item is to execute a Lease Agreement with the Corpus Christi Regional Transportation Authority (CCRTA) to permit them to construct and operate a temporary bus transfer station on vacant City property located directly west of City Hall. BACKGROUND AND FINDINGS: In June 2015, CCRTA will begin demolition of the present South Staples Bus Transfer Station located directly east of City Hall. The demolition and reconstruction of the transfer station will be in conjunction with their new Staples Street Center building presently under construction. In order to continue bus transfer service in the area during this reconstruction phase, CCRTA has asked the City to use a portion of the vacant City property located west of City Hall as shown on the attached Location map. CCRTA will need to use this land for a temporary period of approximately seven (7) months beginning on June 1, 2015 and terminating on December 31, 2015, subject to extension on a month-to-month basis. The City and CCRTA have agreed to the terms and conditions stipulated in the attached Lease Agreement. CCRTA will also pay for and construct various improvements on the City's land such as area lighting fixtures, sidewalk extensions, signage, and a temporary shade/cover facility for bus passengers. CCRTA will also re -stripe traffic lanes on Leopard Street in order to accommodate the buses stopping at the designated bus stops. At the termination of the Lease Agreement, all temporary facilities shall be removed from the premises and the traffic lanes of Leopard Street will be re -striped to their original configuration, all at the sole cost of CCRTA. ALTERNATIVES: 1. Execute the Lease Agreement with CCRTA (recommended). 2. Do not execute the Lease Agreement with CCRTA (not recommended). CONFORMITY TO CITY POLICY: The Lease Agreement is authorized by City Charter Article X Section 1 (a) (9) and conforms to the City's policies for property leases. EMERGENCY / NON -EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Not applicable FINANCIAL IMPACT: Fiscal Year 2014-2015 Project to Date Expenditures Current Year Future Years TOTALS Budget $0.00 $0.00 $0.00 $0.00 Encumbered / Expended Amount $0.00 $0.00 $0.00 $0.00 This item $0.00 $0.00 $0.00 $0.00 Future Anticipated Expenditures This Project $0.00 $0.00 $0.00 $0.00 BALANCE $0.00 $0.00 $0.00 $0.00 Fund(s): Not applicable RECOMMENDATION: City staff recommends passage of the Ordinance and approval of the Lease Agreement. LIST OF SUPPORTING DOCUMENTS: Certification of Funds Location Map Lease Agreement Ordinance Ordinance authorizing the City Manager or designee to execute a seven month lease agreement with Corpus Christi Regional Transportation Authority for the use of property bounded by Leopard, Sam Rankin, Mestina and Josephine Streets, for a temporary bus transfer station. Be it ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. That the City Manager or his designee is authorized to execute a seven month lease agreement with Corpus Christi Regional Transportation Authority for the use of property bounded by Leopard, Sam Rankin, Mestina, and Josephine Streets, for a temporary bus transfer station. A copy of the Agreement is on file with the City Secretary. That the foregoing ordinance was read for the first time and passed to its second reading on this the Nelda Martinez Rudy Garza Chad Magill Colleen McIntyre Lillian Riojas day of , by the following vote: Brian Rosas Lucy Rubio Mark Scott Carolyn Vaughn That the foregoing ordinance was read for the second time and passed finally on this the day of Nelda Martinez Rudy Garza Chad Magill Colleen McIntyre Lillian Riojas , by the following vote: Brian Rosas Lucy Rubio Mark Scott Carolyn Vaughn PASSED AND APPROVED, this the ATTEST: Rebecca Huerta City Secretary day of Nelda Martinez Mayor E ANIS` • _� ' - '"3• • ... f• • tori ^ t, 1 '•` i • ' p . ' • t � r Imo .� ' ,: . t -- ii•IIPi ^ 6 :.'a A air # iv.. iv CITY HALL 4 1., ,i1- • ..,ktr. •- A, ,t, - ,r -WI il ,. . . : V - i .a 0.90 AC - -•-- �� y ►tt ,.t - M E k l' .10 Ir r . MENT ARB► • < _ -*: LEASE AGRE RTA Temporary Bus Transfer Station LOCATION MAP NOT TO SCALE CITY COUNCIL EXHIBIT t:11 CITY OF CORPUS CHRISTI, TEXAS DEPARMENT OF CAPITAL PROGRAMS PAGE 1OF1 LEASE AGREEMENT This Lease Agreement is made and entered into by CITY OF CORPUS CHRISTI, TEXAS, a Texas home -rule municipal corporation (the "CITY") and the REGIONAL TRANSPORTATION AUTHORITY, a metropolitan transit authority (the "RTA"). 1. PREMISES: The CITY, in consideration of the RTA's payment of $1.00 per month, and other good and valuable consideration including the performance of the covenants described herein, the receipt and sufficiency of which the City hereby acknowledges, leases to the RTA and authorizes it to utilize the following described land (the "Premises") for the purposes of establishing a temporary transfer location for the City Hall area while the Staples Street Station is undergoing reconstruction: The designated areas in that tract of land bounded by Leopard, Sam Rankin, Mestina, and Josephine Streets, known as Block 10 of the Jones Addition, Nueces County, Texas, depicted on Exhibit A attached and described by metes and bounds on Exhibit B. 2. TERM: The term of this Lease shall be for a period of seven (7) months commencing on June 1, 2015, and expiring on December 31, 2015, subject to extension on a month-to-month basis pending the completion of the RTA's Staples Street Transit Station. 3. PERMITTED USE: The Premises shall be used for the operation of a temporary bus transfer station by the RTA. 4. IMPROVEMENTS: The RTA will perform all work necessary to construct the temporary bus transfer improvements on the Premises. At least two weeks prior to any proposed construction at the Premises, the RTA will submit the proposed construction and traffic control plans to the Assistant City Manager for Public Works & Utilities, or his designee, for review and comment. The RTA further will re -stripe the traffic lanes on Leopard Street as depicted on Exhibit A in order to accommodate the buses stopping at the designated bus stops made part of the temporary transfer station. All such improvements shall be constructed at the sole cost and expense of the RTA. Upon the expiration of this Agreement, all temporary facilities shall be removed from the Premises and the traffic lanes of Leopard Street re -striped to their original configuration, all at sole cost and expense of the RTA. 5. MAINTENANCE: The RTA accepts the Premises in their present condition, AS IS and WITH ALL FAULTS. The RTA shall throughout the term of this Agreement take good care of the Premises, and shall be responsible for and shall perform, or cause to be performed, all maintenance, including custodial maintenance, and repair of the Premises and the temporary facilities located thereon. Upon the expiration of this Agreement, the Premises shall be returned to the City in the same condition as at the commencement of this Agreement, normal wear and tear excepted. 6. UTILITIES: The RTA shall be responsible for obtaining any water, sewer, electricity and gas service connections required for use on the Premises; and the RTA shall pay all utility connection charges related thereto. During the term of this Agreement, the RTA shall further pay when due all charges and costs for any utilities consumed on the Premises. The City acknowledges that RTA shall submit request to the electric utility provider for additional street lighting at or near the Premises. RTA shall be responsible for payment of electricity associated with any RTA -requested street lighting. 7. COMPLIANCE WITH LAWS: The RTA agrees to comply with all laws, ordinances, orders, rules, regulations and requirements of federal, state and local governments, and of all of their departments, applicable to the Premises, including obtaining applicable building permits. 8. LIENS: The RTA shall not permit any mechanics' and materialmen's or other liens to be fixed or placed against the Premises and agrees to immediately discharge (either by payment or by filing the necessary bond, or otherwise) any such liens which are allegedly fixed or placed against the Premises. 9. MODIFICATIONS: No changes or modifications to this Agreement shall be made, nor any provisions waived, unless in writing, signed by a person authorized to sign agreements on behalf of such party. 10. LEASE RELATIONSHIP: It is specifically agreed and understood by the parties hereto that a landlord -tenant relationship is created under the terms of this Lease. Nothing herein contained shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of partnership or of joint venture between the parties. 11. NOTICES: Any notices or other communications relating to this Agreement shall be made in writing and may be given by (a) depositing same in the United States mail, postage prepaid, certified mail, with return receipt requested, addressed as set forth in this section, or (b) delivering the same to the party to be notified. Notice given in accordance with (a) hereof shall be effective upon deposit in the United States mail. The notice addresses of the parties hereto shall, until changed in the manner of giving notices as provided herein, be as follows: CITY: City of Corpus Christi Attn: Director of Capital Programs 1201 Leopard Street Corpus Christi, Texas 78401 RTA: Regional Transportation Authority Attn: CEO 5658 Bear Lane Corpus Christi, Texas 78405 11. INDEMNITY AND HOLD HARMLESS. Subject to the limitations of applicable law relating to Texas governmental entities, RTA agrees to indemnify, defend and hold harmless the City, its officers, employees, and agents against any and all liability, damage, loss, claims, demands, suits, and causes of action of any nature whatsoever on account of personal injuries, property loss or damage, or any other kind of damage, including all expenses of litigation, court costs, and attorney's fees, which arise out of or are in any manner connected with, or are claimed to arise out of or be in any way connected with RTA's performance under this Lease or RTA's or any of its agents', employees', contractors', subcontractors', officers', or invitees' use, operation, or occupancy of the Premises and any improvements on the Premises. RTA shall at its own expense investigate all such claims and demands, attend to their settlement or other disposition, defend all actions based thereon, and pay all charges of attorneys and all other costs and expenses of any kind arising from any such liability, damage, loss, claims, demands, and actions. 12. INSURANCE. The RTA will provide Certificate of Insurance naming the City as an additional insured. The RTA shall require any contractor at the Premises to provide a Certificate of Insurance naming the City as an additional insured on their General Liability and Auto Liability policies. 13. ENTIRE AGREEMENT: This written Agreement represents the entire agreement of the parties and may not be modified or amended except by written instrument signed by both the CITY and RTA. Executed in duplicate on this effective date of CITY OF CORPUS CHRISTI, TEXAS By: Name: Title: Date: Amami set brit 1,01 al, 1S Lisa Agu't Assistant _.ir;• -Ittorney For City . ttcrney , 2015. REGIONAL TRANSPORTATION AUTHORITY By: M. Scott Neeley, Date: EXHIBIT A x1vM3OlS OrfLISIX3 )IiVM3OS 03SOdOlfd °mOVOI SfB x LEOPARD STREET TEMPORARY BUS STAGING AREA PRELIMINARY SITE EXHBB T 45171Nalsinith Fw. Al c_ wt r... list. /4 ! Jtr Cyr d.% r... INC ()t)-Itd lrp0 n.s prawn a MD= rpt n[ a'&" : a KA. vtax n[ ,,;a or GANKI PrrIZ OhI1h0.014 Atnrn teff 10K MO rpt urr r.LI MORN_ bard, CA a.AN Iem p.5 i' 'in i';': 7. t': 4 Pr 3 ' "a rl 4 A paa t u s V 2 EXHIBIT B ij X a - -^ - £ JOSEPHINE AVENUE MO ROW) Kr ITE ,fl 1rr,rt Mw ny 1 Jo' I$ 4 Iq — — — -� 4 O a n e = gp E, R mg I ;5 Ng dol 1, n1° g lX01 88iigi y l tE v41 Ei Oil Erli gi ill 1 O z 0 0 120.37111O Inc SAM RANKIN AVENUE OH -SE ROW) oe • EXHIBIT OF A LEASE AGREEMENT AREA IN BLOCK 10 OF THE' JONES ADDITION TO CORPUS CHRISTI, TX VOLUME 3, PAGE 17, M.R., N.C., TX. NaismithEngineering,In AgocamR1RERER'.fR1ELRIam DtC Ti.isma o �f0 �M�M�1IM� Ctl11 =Ku* KO•Rif JIM 1tlI1•45KWOI ...OMR WI DOOKS 13101117, TO MU OMSK11MIS >Mmrnmwafa»® =KKK. TO MOO 1Mb wn M I is n1 101 TKO L!Kft iw M7I•ryc fico TKOR�00 LIMOS •e t17U fl t I. SKIT MIR iRaaaum 1111411.140. EXHIBIT "B" LEASE AGREEMENT AREA A LEASE AGREEMENT AREA COVERING ALL OF THE REMAINDERS OF LOTS 7, 8, 9, 10, 11 & 12, BLOCK 10 OF THE JONES ADDITION TO CORPUS CHRISTI, TEXAS AS RECORDED IN VOLUME 3, PAGE 17 OF THE MAP RECORDS OF NUECES COUNTY, TEXAS AND BEING DESCRIBED MORE PARTICULARLY BY METES AND BOUNDS AS FOLLOWS: COMMENCING at a concrete TXDOT monument marking the intersection of the Eastern right-of-way line of North Brownlee Boulevard and the Northern right-of-way line of Mestina Street; THENCE South 89°27'47" East 719.91' to a 1" iron pipe found marking the Northwestern corner of Lot 8, Block 1 of said Jones Addition to Corpus Christi, same point also being the intersection of the Eastem right-of-way of Josephine Avenue and the Northern right-of-way line of Mestina Street; THENCE North 00°32'13" East 210.00' with the Eastern right-of-way line of Josephine Avenue to a calculated point for the Southwestern corner of Lot 7, Block 10 of said Jones Addition to Corpus Christi and the POINT OF BEGINNING of the herein described Lease Agreement Area; THENCE North 00°32'13" East 140.00' with the Eastern right-of-way line of Josephine Avenue and the western line of said Lot 7 to a calculated point at the present Northwestern corner of Lot 7, Block 10 of said Jones Addition (10' previously taken from the Northern end of Block 10 for Leopard Street), said Northwestern corner also being the intersection of the Eastern right-of-way line of Josephine Avenue and the Southern right-of-way line of Leopard Street; THENCE South 89°27'47" East 300.00' with the Southern right-of-way Iine of Leopard Street and the Northern lines of Iots 7, 8, 9, 10, 11 and 12, Block 10 of said Jones Addition to a calculated point whence a 5/8" iron rod bears South 43'02'17" East a distance of 0.93', said calculated point being the Northeastern comer of Lot 12 and also being the intersection of the Southern right-of-way line of Leopard Street and the Western right-of-way line of Sam Rankin Avenue; THENCE South 00°32'13" West 120.60' with the Western right-of-way line of Sam Rankin Avenue and the Eastern line of lot 12 to a calculated point for the Southeastern corner of Lot 12; THENCE South 89°57'51" West 150.00' with the South lines of lots 12, 11 and 10 to a calculated point for the Southwestern corner of Lot 10, same point being in the Eastern line of Lot 9; THENCE South 00°32'13" West 17.90' with the Eastern line of Lot 9 to a calculated point for the Southeastern corner of Lot 9; 5:\8798 LEOPARD ANDJOSEPHINE\METES AND BOUNDS\LEOPARDAND JOSEPHINE MB 1-22-15,docx 1 DF 2 THENCE North 89°27'47" West 150.00' with the Southern lines of Lots 9, 8, and 7 to the POINT OF BEGINNING at the Southwestern comer of Lot 7 and containing within these metes and bounds 39,202.50 square feet or 0.90 acres of land. NOTE: ALL BEARINGS ARE GRID BEARINGS BASED ON THE TEXAS STATE PLANE COORDINATE SYSTEM, SOUTH ZONE, NAD83, AND ALL DISTANCES ARE IN US SURVEY FEET. THIS METES AND BOUNDS DESCRIPTION ACCOMPANIES A SEPARATE MAP EXHIBIT "A". Bill W 0- Y Barr Jr. itPLS Texas Registration No. 6314 Naismith Engineering, Inc. TBPE F#355 TBPLS#100395-00 Date ka s-- 5:8798 LEOPARD AND JOSEPHINE\METES AND BOUNDS\LEOPARD AND JOSEPHINE MB 1-22-15.dooc Cf 2 AGENDA MEMORANDUM Future item for the City Council Meeting of February 10, 2015 Action item for the City Council Meeting of February 17, 2015 DATE: TO: Ronald L. Olson, City Manager January 28, 2015 THRU: Gustavo Gonzalez, P. E., Assistant City Manager of Public Works and Utilities gustavogo@cctexas.com (361) 826-3897 FROM: Valerie H. Gray, P. E., Executive Director of Public Works valerieg@cctexas.com (361) 826-3729 CAPTION: Jerry Shoemaker, P. E., Acting Director of Capital Programs jerrys2@cctexas.com (361) 826-3516 Interlocal Agreement Staples Street Center Street Improvements (Mestina/Artesian Street Project) Resolution authorizing the City Manager or designee to execute an Interlocal Agreement with the Corpus Christi Regional Transportation Authority to construct the Mestina/Artesian Street Project in conjunction with the City's project, Staples Street from Morgan Avenue to IH 37 (Bond 2012). PURPOSE: The purpose of this Agenda Item is to execute an Interlocal Agreement with the Corpus Christi Regional Transportation Authority (CCRTA) to construct the Mestina/Artesian Street Project in conjunction with the City's project, Staples Street from Morgan Avenue to IH 37 (Bond 2012). The City and the CCRTA desire to combine the reconstruction of the streets in order to minimize the inconvenience to bus passengers and motorists and save taxpayer funds. BACKGROUND AND FINDINGS: The CCRTA is developing a new customer service center, administrative offices, and lease space at the intersection of Staples Street and Leopard Street, known as the Staples Street Center. The City plans to reconstruct Staples Street adjacent to the Staples Street Center as part of the City's 2012 Bond Program, Staples Street from Morgan Avenue to IH 37. The CCRTA determined the need to reconstruct Mestina Street between Artesian Street and Staples Streets, and Artesian Street between Leopard Street and Mestina Street, adjacent to and leading up to the Staples Street Center. The City Staff proposes to combine the Mestina/Artesian and Staples Street Reconstruction with the construction of the 2012 Bond Program Staples Street Project. If approved, the project will be developed with two Parts (A & B): • Part A — City Staples Street from Morgan Avenue to IH 37 (Bond 2012) • Part B — RTA Mestina/Artesian Street Part A is fully funded and managed by the City for the design and construction. The design is underway with construction planned to begin the summer of 2015. Part B is fully funded by RTA for the design and construction. Design is also underway through professional services contract by RTA. The City would administer the construction contract and provide the inspection and testing as part of the Staples Street (Part A). The design engineer for both projects is Naismith Engineering Inc. (NEI) and the budgets provided on the attached project budget sheet. The parties acknowledge that the amounts are estimates only, and that the final costs shall be determined upon bids and completion of the project. The CCRTA agrees to reimburse the City for the costs of construction under the construction contract after the CCRTA's CEO has reviewed the final bids and approved the final construction contract between the City and selected contractor. The City shall invoice CCRTA monthly for costs incurred on the Mestina/Artesian Street Project. The CCRTA will pay the City within 30 -days from the date of receipt of the City's invoice. The CCRTA agrees to provide the plans and specifications for the Mestina/Artesian Project to be completed in sufficient time to allow the City to bid the project and commence construction by June 1, 2015. The City agrees, subject to the CCRTA's completion of the plans and specifications, to bid the project so that construction may be commenced by such date. The parties agree that the construction of the Mestina/Artesian Project along with that portion of the Staples Street Project between Leopard Street and Lipan Street shall be completed by December 31, 2015, in order to minimize traffic delays for the bus passengers and motorists. ALTERNATIVES: 1. Execute the Interlocal Agreement with CCRTA (recommended). 2. Do not execute the Interlocal Agreement with CCRTA (not recommended). CONFORMITY TO CITY POLICY: The Interlocal Agreement is authorized by Chapter 791 of the Government Code and conforms to the City's policies and charter requirements for contracts. EMERGENCY / NON -EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Not applicable FINANCIAL IMPACT: Fiscal Year 2014-2015 Project to Date Expenditures Current Year Future Years TOTALS Budget $0.00 $0.00 $0.00 $0.00 Encumbered / Expended Amount $0.00 $0.00 $0.00 $0.00 This item $0.00 $0.00 $0.00 $0.00 Future Anticipated Expenditures This Project $0.00 $0.00 $0.00 $0.00 BALANCE $0.00 $0.00 $0.00 $0.00 Fund(s): Not applicable RECOMMENDATION: City staff recommends passage of the Resolution to enter into the Interlocal Agreement. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Interlocal Agreement Resolution Presentation Resolution authorizing the City Manager or designee to execute an Interlocal Agreement with the Corpus Christi Regional Transportation Authority to construct the Mestina/Artesian Street Project in conjunction with the City's project, Staples Street from Morgan Avenue to IH 37 (Bond 2012). NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to execute an Interlocal Agreement with the Corpus Christi Regional Transportation Authority to construction the Mestina/Artesian Street Project in conjunction with the City's project, Staples Street from Morgan Avenue to IH 37 (Bond 2012). SECTION 2. This Resolution shall take effect and be in full force immediately after its adoption by the City Council. ATTEST THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Nelda Martinez Mayor K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\E12096 SOUTH STAPLES FROM MORGAN TO IH 37 BOND ISSUE 2012\RTA INTERLOCAL AGREEMENT 2015- 02-15\RESOLUTION STAPLES STREET CENTER STREET IMPS.DOCX Corpus Christi, Texas of The above resolution was passed by the following vote: Nelda Martinez Rudy Garza Chad Magill Colleen McIntyre Lillian Riojas Brian Rosas Lucy Rubio Mark Scott Carolyn Vaughn K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\E12096 SOUTH STAPLES FROM MORGAN TO IH 37 BOND ISSUE 2012\RTA INTERLOCAL AGREEMENT 2015- 02-15\RESOLUTION STAPLES STREET CENTER STREET IMPS.DOCX PROJECT BUDGET Combined City of Corpus Christi and C. C. Regional Transportation Authority FUNDS AVAILABLE: Bond2012................................................................................. WaterCIP................................................ WastewaterCI P........................................................................... StormWater CIP............................................................... GasCIP..................................................................................... PROJECT TOTAL........................................................................ FUNDS REQUIRED: Construction City (preliminary estimate).......................................... Contingency............ Consultant Fees: Consultant (Naismith Engineering).................................................. Geotechnical Study and Testing City (TBD)....................................... Reimbursements: Contract Administration (Contract Preparation/Award/Admin)............... Engineering Services (Project Mgt/Constr Mgt/Traffic Mgt Services)....... Misc. (Printing, Advertising, etc.)..................................................... TOTAL ESTIMATED PROJECT BUDGET BALANCE Part A (City -funded) Bond 2012 Staples Street Part B (CCRTA-funded) Mestina Artesian Total $5,300,000.00 $0.00 $5,300,000.00 344,000.00 0.00 344,000.00 1,953,000.00 0.00 1,953,000.00 2,136,000.00 0.00 2,136,000.00 86,000.00 0.00 86,000.00 0.00 837,017.00 837,017.00 $9,819,000.00 $837,017.00 $10,656,017.00 $7,100,000.00 $671,036.00 $7,771,036.00 710,000.00 100,000.00 810,000.00 837,162.50 55,993.00 893,155.50 188,000.00 9,988.00 197,988.00 141,000.00 0.00 141,000.00 746,000.00 0.00 746,000.00 47,000.00 0.00 47,000.00 47,000.00 0.00 47,000.00 $9,816,162.50 $837,017.00 $10,653,179.50 $2,837.50 $0.00 $2,837.50 NUECLS COUNTY COURTHO Mestina/ Artesian Street Project CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARMENT OF CAPITAL PROGRAMS PAGE 1OF1 INTERLOCAL AGREEMENT (Staples Street Center Street Improvements) This Interlocal Agreement is made between Regional Transportation Authority in Corpus Christi, Texas ("RTA"), a metropolitan transit authority operating under Chapter 451 of the Texas Transportation Code, and the City of Corpus Christi, Texas, ("City"), a municipal corporation and home -rule city, acting by and through its governing body, the City Council. WHEREAS, the RTA is developing a new customer service center, administrative offices, and lease space at the intersection of Staples Street and Leopard Street in Corpus Christi (the "Staples Street Center"); WHEREAS, the City is planning to reconstruct the blocks of Staples Street adjacent to and leading up to the Staples Street Center approved as part of the 2012 Bond Program (the "Staples Street Project"), and the RTA has determined a need to reconstruct Mestina Street, between Artesian and Staples Streets, and Artesian Street, between Leopard and Mestina Streets) adjacent to and leading up to the Staples Street Center (the "Mestina/Artesian Project"); and • WHEREAS, the City and the RTA desire to cooperate in the reconstruction of such streets in order to minimize the inconvenience to bus passengers and motorists and save taxpayer funds; NOW, THEREFORE, BE IT AGREED BY THE REGIONAL TRANSPORTATION AUTHORITY AND THE CITY OF CORPUS CHRISTI, TEXAS: 1. Mestina/Artesian Street Project. The City agrees to construct the Mestina/Artesian Street Project in conjunction with its construction of the Staples Street Project. The estimated construction cost for the Project is $648,036, plus a $23,000 betterment fund, with a contingency of $100,000. The RTA agrees to hire and pay for the cost of the design consultants estimated in the amount of $55,993 and testing fees estimated in the amount of $9,988. The City agrees to bid the Mestina/Artesian Project and oversee construction and perform inspection services. All costs of such construction, except for the inspection services fee, shall be paid by the RTA. The parties acknowledge that the above amounts are estimates only, and that the final costs shall be determined upon completion of the Project. 2. Reimbursement of Construction Costs. RTA agrees to reimburse the City for the costs of construction under the construction contract after the RTA's CEO has reviewed the final bids and approved the final construction contract between the City and the selected contractor. City shall invoice RTA monthly for costs incurred on the Mestina/Artesian Street Project. RTA will pay City within 30 days from the date of receipt of City's invoice. 3. RTA Response Required. RTA acknowledges that the City will be overseeing construction of the Project. RTA agrees to adhere to the decisions of the City Inspector on the Project. RTA will respond within three (3) days to all requests or inquiries from the City. 4. Timing of Construction. The RTA agrees to cause the plans and specifications for the Mestina/Artesian Project to be completed in sufficient time to allow the City to bid the Project and commence construction by June 1, 2015. The City agrees, subject to the RTA's completion of the plans and specifications, to bid the Project so that construction may be commenced by such date. The parties agree that the construction of the Mestina/Artesian Project along with that portion of the Staples Street Project between Leopard Street and Lipan Street shall be completed by December 31, 2015, in order to minimize traffic delays for bus passengers and motorists. 5. Term of Agreement. This Agreement shall be for an initial term of one year with all construction to be completed by December 31, 2015. 6. Coordination With Area Construction. The parties acknowledge that the RTA shall have its Staples Street Center construction project underway, and the City shall have its Staples Street roadway improvements construction underway at the same time as construction of this Project. The parties agree to cooperate in the coordination of their respective contractors and projects in order to minimize delays and interference with their respective projects. 7. Disadvantaged Business Enterprises. The City agrees to include such provisions in its construction documents as are reasonably required in order to promote the use of disadvantaged business enterprises in connection with the construction of the Project and comply with Title VI of the Civil Rights Act. 8. Payments. Any payment made by either the City or the RTA for any of the services provided pursuant to this Agreement shall be made out of current revenues available to such parties as required by the Inter -local Cooperation Act. All funding obligations of the RTA and the City under this Agreement are subject to the appropriation of funds by each entity in its annual budget. 9. Notices. Notices under this Agreement shall be addressed to the parties as indicated below, or changed by written notice to such effect, and shall be effected when delivered or when deposited in the U.S. Mail, post pre -paid, certified mail, return receipt requested. RTA: CEO Regional Transportation Authority 5658 Bear Lane Corpus Christi, Texas 78405 CITY: City of Corpus Christi P.O. Box 9277 Corpus Christi, Texas 78469-9277 Attn: City Manager 10. Performance. This Agreement shall be performed in Nueces County, Texas, and shall be interpreted according to the laws of the State of Texas. 11. Severability CIause. If any portion of this Agreement or the application thereof to any person or circumstance shall be held to be invalid or unconstitutional by any court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby and shall continue to be enforceable in accordance with its terms. 12. Assignment. This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective successors and permitted assigns. This Agreement may not be assigned by any party without the written consent of all of the other parties. 13. Entire Agreement. This Agreement represents the entire agreement between the parties and may not be modified by any oral agreements or understandings. Any amendments must be made in writing and signed by all parties. 14. Inter -local Cooperation Act. This Agreement is subject to the terms and provisions of the Texas Inter -local Cooperation Act, codified as Chapter 791 of the Texas Local Government Code. Further, each party represents that this agreement has been duly passed and approved by its governing body, as required by the Act. Executed this day of January, 2015. CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY CITY OF CORPUS CHRISTI By: Ronald L. Olson, City Manager ATTEST: Rebecca Huerta, City Secretary APPROVED AS TO LEGAL FORM: This day of February, 2015. City Attorney C:\Users\smontez\AppDatalLocallMicrosoft\Windows\Temporary Internet FileslContent.outlookUQJJF16A114 Staples St Center Streets 0121- 15.docx 3 col) Corpus Chr sti Capital Programs CCRTA Interlocal Agreement Staples Street Center Street Improvements Council Presentation February 10, 2015 Project Scope tA Corpus Chr sti Capital Programs CCRTA is developing the Staples Street Center at the intersection of Staples Street and Leopard Street. City plans to reconstruct Staples Street adjacent to the Staples Street Center as part of the City's 2012 Bond Program. This Interlocal Agreement will allow the construction of the Mestina/ Artesian Street Project and Staples Street Project from Morgan Avenue to IH 37 (Bond 2012) to be constructed together as one project. Project Budget Corpus Chr sti Capital Programs Combined City of Corpus Christi and C. C. Regional Transportation Authority FUNDS AVAILABLE: Bond 2012 Water C IP Wastewater CIP Storm Water CIP Gas CIP CCRTA PROJECT TOTAL FUNDS REQUIRED: Construction City (preliminary estimate) Contingency Consultant Fees: Consultant (Naismith Engineering) Geotechnical Study and Testing City (TBD) Reimbursements: Contract Administration (Contract Preparation/Award/Ad min) Engineering Services (Project Mgt/Constr Mgt/Traffic Mgt Services) Finance Misc. (Printing, Advertising, etc.) TOTAL ESTIMATED PROJECT BUDGET BALANCE Part A (City -funded) Bond 2012 Staples Street Part B (CCRTA-funded) Mestina Artesian Total $5,300,000.00 344,000.00 1,953,000.00 2,136,000.00 86,000.00 0.00 $0.00 0.00 0.00 0.00 0.00 837,017.00 $5,300,000.00 344,000.00 1,953,000.00 2,136,000.00 86,000.00 837,017.00 $9,819,000.00 $7,100,000.00 710,000.00 837,162.50 188,000.00 141,000.00 746,000.00 47,000.00 47,000.00 $837,017.00 $671,036.00 100,000.00 55,993.00 9,988.00 0.00 0.00 0.00 0.00 $10,656,017.00 $7,771,036.00 810,000.00 893,155.50 197,988.00 141,000.00 746,000.00 47,000.00 47,000.00 $9,816,162.50 $2,837.50 $837,017.00 $0.00 $10,653,179.50 $2,837.50 AGENDA MEMORANDUM Future item for the City Council Meeting of February 10, 2015 Action item for the City Council Meeting of February 17, 2015 DATE: February 4, 2015 TO: Ronald L. Olson, City Manager THRU: Gustavo Gonzalez, P. E., Assistant City Manager of Public Works and Utilities gustavogo@cctexas.com (361) 826-3897 FROM: Valerie H. Gray, P. E., Executive Director of Public Works valerieg@cctexas.com (361) 826-3729 Jerry Shoemaker, P. E., Acting Director of Capital Programs jerrys2@cctexas.com (361) 826-3516 Approval of Master Agreements Job Order Contracting (JOC) for the Minor Construction, Repair, Rehabilitation, and Alteration of Facilities CAPTION: Motion authorizing the City Manager or designee to execute a Master Agreement for Job Order Contracting (JOC) for a two-year term with option to renew administratively for up to three one-year periods, with no guaranteed minimum and a maximum aggregate of $2,000,000.00 in any one year; authorizing the City Manager or designee to execute all Job Order Contracts thereunder not exceeding $500,000.00 with the following: • Alpha Building Corporation • Cruz Maintenance & Construction, Inc. • Haeber Roofing Company • JE Construction Services PURPOSE: The purpose of this Agenda Item is to obtain authority to award and execute four (4) Job Order Contract Master Agreements for minor construction services and repair of city facilities on an as -needed basis. BACKGROUND AND FINDINGS: On October 8, 2014 the Department of Capital Programs issued a Request for Proposals (RFP) No. 2014- 07 City of Corpus Christi Job Order Contracting (JOC) for Minor Construction, Repair, Rehabilitation, and Alteration of Facilities. The RFP was posted online at www.publicpurchase.com. The Department of Capital Programs coordinated all activities. The following seven (7) respondents submitted Proposals: 1. AJ Commercial Services, Inc. 2. Alpha Building Corporation 3. Cruz Maintenance & Construction, Inc. 4. Discount A/C & Heating 5. Gomez General Construction, LLC 6. Haeber Roofing Company 7. JE Construction Services Four (4) of the respondent's proposals were deemed administratively complete and reviewed by the Selection Committee: 1. Alpha Building Corporation 2. Cruz Maintenance & Construction, Inc. 3. Haeber Roofing Company 4. JE Construction Services Three (3) of the respondent's proposals were administratively incomplete for material omissions, and deemed as nonresponsive: 1. AJ Commercial Services, Inc. 2. Discount A/C & Heating 3. Gomez General Construction, LLC. The Selection Committee evaluated each proposal based on the following criteria: 1. Experience, Background, Qualifications (40%) 2. Proposal Plan (20%) 3. Price (proposed coefficients) (20%) 4. Local Business/Historically Underutilized Enterprise Participation Program (20%) The panel selected Alpha Building Corporation, Cruz Maintenance & Construction, Inc., Haeber Roofing Company, and JE Construction Services as the most highly qualified contractors with proposals that offered the best value to the City. Comments: Award of the four (4) proposed Job Order Contracting Master Agreements as proposed will allow the City to employ this alternative delivery method with either contractor of maximum efficiency. Benefits include: ➢ A better defined scope with cost for the customer. ➢ A more cost efficient and timely delivery of routine work. ➢ As each delivery order is a stand-alone contract, awarding a contractor future jobs can be based on the contractor's performance during the previous job. ➢ Change Orders are minimized. ALTERNATIVES: 1. Award a JOC Master Agreement to neither Alpha Building Corporation nor Cruz Maintenance & Construction, Inc. nor Haeber Roofing Company nor JE Construction Services. 2. Award a JOC Master Agreement to Alpha Building Corporation only. 3. Award a JOC Master Agreement to Cruz Maintenance & Construction, Inc. only. 4. Award a JOC Master Agreement to Haeber Roofing Company only. 5. Award a JOC Master Agreement to JE Construction Services only. OTHER CONSIDERATIONS: The JOC Program is a solution — a method for dealing with a certain volume of recurrent facilities work that demands rapid project deployment. The process and workflow of the JOC Program should be permitted to meet that demand. Acknowledging this, the Texas Legislature amended the Government Code to provide that, for Job Order Contracts, the governing body of governmental entity shall approve each job, task, or purchase order that exceeds $500,000. Tex. Gov't Code Sec. 2269.403(c). By approval of these JOC Master Agreements, Council is approving the job orders to be issued under them that do not exceed $500,000, based on the set coefficients and unit prices, for no guaranteed minimum, and for a maximum aggregate amount of $2,000,000 in any one year. For any job that will exceed $500,000, that "job order contract" will be brought to you for your consideration and approval. The approval recommended by staff is provided for under our Government Code and will allow the JOC Program to function without interjecting further administrative requirements that would defeat its very purpose. CONFORMITY TO CITY POLICY: Conforms to city policy relating to RFP's and competitive sealed proposals, Chapter 2269 of the Texas Government Code relating to Job Order Contracts, and Section 2, Article X, City Charter related to contracts. EMERGENCY / NON -EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Not applicable FINANCIAL IMPACT: Fiscal Year 2014-2015 Project to Date Expenditures Current Year Future Years TOTALS Budget $0.00 $0.00 $0.00 $0.00 Encumbered / Expended Amount $0.00 $0.00 $0.00 $0.00 This item $0.00 $0.00 $0.00 $0.00 Future Anticipated Expenditures This Project $0.00 $0.00 $0.00 $0.00 BALANCE $0.00 $0.00 $0.00 $0.00 Fund(s): Not applicable RECOMMENDATION: City staff recommends a JOC Master Agreement be awarded to Alpha Building Corporation, Cruz Maintenance & Construction, Inc., Haeber Roofing Company, and JE Construction Services, for a two- year term with option to renew administratively for up to three one-year periods, with no guaranteed minimum and a maximum aggregate of $2,000,000.00 in any one year; authorizing the City Manager or designee to execute all Job Order Contracts thereunder not exceeding $500,000.00. LIST OF SUPPORTING DOCUMENTS: Master Agreement - Alpha Building Corporation Master Agreement - Cruz Maintenance & Construction, Inc. Master Agreement - Haeber Roofing Company Master Agreement - JE Construction Services JOB ORDER CONTRACT MASTER AGREEMENT THE STATE OF TEXAS § § COUNTY OF NUECES § THIS AGREEMENT is entered into this the day of , 2015, by and between the CITY OF CORPUS CHRISTI, a Texas home rule municipal corporation located in the County of Nueces, State of Texas, acting through its duly authorized City Manager or designee, termed in the Contract Documents as "City," and Alpha Building Corporation, a Corporation termed in the Contract Documents as "Contractor," upon these terms, performable in Nueces County, Texas: WHEREAS, the City's Department of Engineering Services issued a Request For Proposals (RFP) No. 2014-07 — Agreement for Job Order Contracting (JOC), for the Minor Construction, Repair, Rehabilitation, and Alteration of Facilities (the "RFP") to provide Job Order Contracting Services on an on-call or as -needed basis, through individually priced job orders or job order contracts (Job Orders or JOCs) for the maintenance, repair, alteration, renovation, remediation, or construction of facilities; and WHEREAS, Contractor submitted a proposal in response to the RFP (the Proposal") and was selected for recommendation for award; and WHEREAS, the Corpus Christi City Council authorized award of this JOC Master Agreement (the "Agreement") to Contractor on day of , 2015; and WHEREAS, the parties desire to enter into a Job Order Contract Master Agreement to set the terms and conditions the parties must follow, NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. Terms. a. Agreement. This Agreement consists of the Contract Documents, the RFP No. 2014-07, Contractor's Proposal submitted in response to RFP No. 2014-07, and this Job Order Contract Master Agreement, including all attachments and exhibits (collectively, the "Agreement"), which provides terms and conditions with which the parties agree to comply for any "Job Order Task" or "Job Order Contract" (JOC) executed between the parties under the Department of Engineering's JOC Program. b. Job Order Contract MasterAgreement/(the "JOC Master Agreement" or the "Agreement") refers to this Agreement, a competitively awarded master agreement with an undefined Statement of Work (SOW). The work is of an indefinite quantity and a recurring nature, delivered on an on-call or as needed basis, through individually priced job orders or job order contracts (JOC). The JOC Master Agreement may support a broad assortment of facilities construction work. In this Page 1 of 12 Rev. Jun -2010 Agreement, the JOC Master Agreement may also be referred to as the Agreement for Job Order Contracting, the JOC Agreement, or the Agreement. c. Job Order or Job Order Contract (JOC) as referred to in this Agreement is an individually priced job or task order, based on the Contractor's previously proposed coefficient(s) and a definitive SOW. Individual job orders are firm fixed price upon issuance. The term "job order" or "job order contract" refers to an individually priced job order based on pre -established unit prices applied to estimated quantities for a fixed lump sum price or a unit price order based on the quantities and line items delivered. In this Agreement, Job Order Contract (JOC) may also be referred to as Job Order, Job Order Task, or Task Order. d. Contract Documents. The Contract Documents for each JOC will include this Agreement, the bid proposal and instructions, the General and Special Provisions and Requirements for Municipal Construction Contracts of the City of Corpus Christi, plans and specifications, including all maps, plats, blueprints, and other drawings, any Performance and Payment bonds, addenda, the Contractor's Proposal to RFP No. 2014-07, the JOC Master Agreement, and related documents which shall be made a part of each JOC, all of which will constitute the contract for each project or JOC. 2. General Scope of JOC. a. The City has awarded or will award one or more JOC Master Agreements or JOC Agreements. The type of work to be supported is for the maintenance, repair, alteration, renovation, remediation, or construction of facilities. The work is of a recurring nature but the delivery times are quantities are indefinite. b. JOCs apply to facilities work. The JOC Master Agreement and any individual JOC applies only to a facility that is a building, or a structure or land, whether improved or unimproved, that is associated with a building. The JOC does not apply to a highway, road, street, bridge, utility, wharf, dock, airport runway or taxiway, drainage, or related type of project associated with civil engineering construction. The City currently owns approximately 1200 properties that require a variety of minor construction, repair, rehabilitation, or alteration services, including but not limited to services for construction in three (3) areas: general mechanical/electrical/plumbing (MEP); and roofing. c. Minor construction may include new office construction (as well as demolition) to completing a new floor plan, etc. d. Repair is defined as work that involves the reparation of a broken system, component, or sub -component of a building such as doors, electrical outlets, plumbing, flooring, sheetrock, and/or air conditioning systems, etc. Page 2 of 12 Rev. Jun -201D e. Rehabilitation is defined as work that involves the restoration of an office, floor, system or component of a system in order to restore functionality. Alteration is defined as work that involves extending a wall, upgrading lighting fixtures, installing a door where one did not exist, replacing flooring, etc. 3. Scope and Duty of Contractor. a. For each JOC, the Contractor shall construct and complete the improvements according to the Plans and Specifications in a good and workmanlike manner for the prices and conditions set out in the Contractor's bid proposal and as provided under the JOC. b. Contractor shall supply at its expense such materials, services, labor and insurance as required by the Contract Documents, including overseeing the entire job. c. Contractor shall be responsible for providing all labor, material, tools, instruments, supplies, equipment, transportation, mobilization, insurance, subcontracts, bonds, supervision, management, reports, incidentals, and quality control necessary to complete work for the minor construction, repair, rehabilitation and alteration of city facilities. 4. Time Limit for Bid Proposals Requested. There will be limited time from the time the City first contacts the Contractor and "assigns" the project to the time the City issues an authorization to begin work. The Contractor shall submit its Proposal as soon as possible, but not later than ten (10) calendar days after the City's request for that the Contractor investigate, plan, and submit an estimate and schedule (a proposal) for a given job order. Failure to comply with the Time Limit for Bid Proposals Requested is a breach of contract, under both this Agreement and under each JOC executed pursuant to the this Agreement. 5. Contractual unit prices. The City establishes contractual unit prices for job order contracts by specifying the R.S. Means Cost Data Books and certain applicable divisions or line items listed and more fully described in Section III.A of the RFP. 6. Coefficients or multipliers. The Contractor's proposed two (2) coefficients or multipliers are to be applied to the price book or prepriced work items as the price proposal. Coefficients or multipliers are more fully described in Section III.A of the RFP. 7. Compensation to Contractor. City shall pay Contractor in current funds for performance of each Job Order Contract in accordance with both this Agreement and the JOC, as the work progresses. 8. Maximum aggregate price. The maximum aggregate price for work over any one year of this Agreement's term is two million dollars. Page 3 of 12 Rev Jun -2010 9. No guaranteed minimum. This JOC Master Agreement provides for no guaranteed minimum amount of job orders, no amount of work, and no dollar amount. Term. The Term of this Agreement is for a base term of two (2) years with the option to renew annually on an administrative basis for not more than three (3) additional years. The City Manager or designee (Director of Engineering Services) shall have the option to renew the agreement annually for not more than three additional years. The option to renew will be exercised administratively. 10. Performance and payment bonds required. The Contractor shall provide performance and payment bonds (1) if required by law, based on the amount or estimated amount of any job order; or (2) if otherwise required by the City regardless of the estimated amount of a job order. At a minimum, the JOC Contractor will be required to provide a payment bond on all job orders that exceed $25,000 and a performance bond on all job orders that exceed $100,000. 11. JOC Specific Requirements. a. With the exception of emergencies, any work required by the City shall be ordered through the issuance of a formal written Job Order Contract or JOC containing the approved Job Order Proposal along with a City Issued Purchase Order. b. Job Order Proposals are to be submitted to the City at no additional cost. The RFP resulted in multiple awards for multiple JOC Agreements, and the City may elect, at its own discretion, to solicit JOC Proposals from one or more of the awarded JOC Contractors depending upon the estimated value and/or complexity of the proposed project. Determination to solicit multiple proposals or from only one awarded JOC Contractor shall be on a case by case basis, as deemed in the best interest of the City. c. Upon review of the Job Order Proposal(s), the City shall have the right to reject all proposals, cancel a proposed project or elect to perform work utilizing city personnel. The City shall not be responsible for payment or costs incurred by the awarded contractors for the preparation and submission of a Job Order Proposal regardless of project outcome. d. In the event that design services, construction drawings and/or plans are required, the City shall obtain these services from city resources or from a third - party consultant. The Contractor will not be permitted to contract with or hire consultants. e. The Unit Price Book(s) shall serve as a basis for establishing the value of work to be performed. The Contractor's Job Order Proposal shall be submitted to the City as negotiated under this JOC Master Agreement, as submitted in accordance with the Contractor's Proposal, Exhibit E. Page 4 of 12 Rev. Jun -2010 12. Scheduling of Work a. The first day of performance shall be the effective date specified in the Job Order Contract. Any preliminary work started, materials ordered or purchased prior to receipt of the City's Purchase order shall be at the Contractor's risk and expense. b. The Contractor shall meticulously prosecute the Work to completion with the time set forth in the Job Order. c. The period of performance shall include allowance for mobilization; holidays; weekend days; inclement weather; cleanup and project acceptance procedures. d. When the Contractor considers the Work to be complete and ready for its intended use, the Contractor shall notify the Director of Engineering Services or designee. The City shall inspect the Work to determine the status for completion. The contractor shall proceed promptly to complete or correct items listed. e. Contractor shall endure that the purchase, delivery and storage of materials and equipment shall be made without interference to the City operations and personnel. f. The Contractor shall be responsible for removing furniture and/or portable office equipment from the immediate work area as well as replacing to its original location upon work completion. In the event that said items cannot be replaced within its original location, the City shall designate alternate locations(s) for placement. g. The Contractor shall take all necessary precautions to ensure that no damage shall result from operations to private of public property. All damages must be repaired or replaced by the Contractor at no additional cost to the City. The Contractor shall also be responsible for providing all necessary traffic control, to include but not limited to street blockages, traffic cones, flagmen, etc., as required for each Job Order. Proposed traffic control methods must be submitted to the City for approval prior to the commencement of work. h. The Contractor shall be responsible for obtaining all required permits applicable to performance under any single order placed against this contract. The City shall be responsible for the cost of any and all City permits. i. The Contractor shall allow authorized City personnel to inspect and audit any books, documents, papers, data and records relating to performance throughout the term of said JOC Agreement. The City reserves the right to audit and/or examine such records at any time during the progress of this Agreement and shall withhold payment if such documentation is found by the City to be incomplete or erroneous. Page 5 of 12 Rev. Jun -2010 13. Contractor's Project General Manager. The Contractor's Project General Manager shall be knowledgeable in multiple disciplines including electrical, mechanical, HVAC, paving, landscaping, painting, roofing and plumbing. 14. Safety Plan. The Contractor may be required to submit to the City for approval, a Safety Plan within fifteen (15) calendar days after Award of Agreement. Said plan must address all aspects of the Contractor's safety procedures including responsibility for OSHA compliance, drug testing, trend analysis, corrective action and interface with City inspectors. 15. Warranty of Construction. The Contractor shall warrant that work performed conforms to the Job Order requirements and is free of any defect in equipment, material or design furnished, or workmanship performed by the contractor of any of its subcontractors or suppliers at any tier. All work provided by the Contractor shall be warranted for a minimum period of one (1) year from the date of final acceptance of the Work. Equipment warranties shall be as required under the Statement of Work. 16. Training. Upon execution of this Agreement, the Contractor shall make arrangements and provisions to conduct a minimum of two (2) training classes for City staff to include but not limited to the JOC Process, explanation and use of the specific R.S. Means Cost Data Book, Cost Index, and the Unit Price Book, at no additional cost to the City. 17. "Green Building" Program." In an effort to conserve resources as well as preserve our environment, the City is in the process of developing a program to support a "Green Building" policy for all new city -owned and funded facilities. A "green building", also known as a high performance building, shall include a structure or facility that is designed, build, renovated, and operated in a resource -efficient and healthful manner. Green buildings are designed to meet certain objectives such as: conserve energy and water, use renewable, recyclable or reclaimed materials, protect occupant health, optimize use of local and regional resources, and reduce the overall impact of that new structure to the environment. The program initiatives for a "Green Building" policy may include the following: a. All new buildings and major renovations constructed by the City of Corpus Christi or its contractors and funded directly by the City of Corpus Christi shall be designed and constructed with economical and technically feasible green building components. b. The City of Corpus Christi shall focus this green building policy in an effort to meet the requirements of the Texas Emissions Reduction Plan, specifically Chapter 388. Section 388.005 of the Texas Health and Safety Code, which states that certain political subdivisions should: (a) implement all cost effective "energy efficiency measures" in order to reduce electric consumption by the existing facilities, (b) establish a goal to reduce electric consumption by its facilities of five (5%) percent each year for five years, and (c) annually report to State Energy Conservation Office (SECO) its efforts and progress in reduction of electricity. Page 6 of 12 Rev. Jun -2010 c. City staff will develop a green building program for the city facilities targeted in this policy. This green building program will describe the standards of the green building components, including standards for energy efficiency, renew -able materials, water conservation, air flow, and site location. This program shall also describe the target buildings, exemptions, and methods to achieve the goals of this policy. The development of this plan will include an evaluation of the AIA "2020 Challenge," the U.S. Green Building Council's Leadership in Energy and Environmental Design (LEED), and the Environmental Protection Agency's Energy Star Program. Feasible components of these programs will be incorporated into this plan. A review of the accomplishments made under this plan shall be reported to City Council annually. d. All maintenance practices performed by the City of Corpus Christi shall incorporate energy efficiency and green building practices, as reasonably possible. 18. Worker's Compensation Coverage. Texas law requires that contractors, subcontractors and others must be covered under Worker's Compensation insurance, authorized self-insurance or a worker's compensation coverage agreement. Throughout this Agreement such coverage must be provided. Contractor shall comply with the Insurance Requirements for Worker's Compensation Coverage as described and shown in the Notice to Contractors Attachment J. 19. Insurance. Contractor shall comply with the Insurance Requirements as described and shown in Attachment F. 20. Indemnification. Contractor shall fully indemnify and save harmless the City of Corpus Christi, its officers, agents and employees, as required in Attachment G. 21. Independent Contractor. Contractor, it and all persons designated by it to provide services in connection with this Agreement or any JOC executed pursuant to this Agreement is, (are) and shall be deemed to be independent contractor(s), responsible for its (their) respective acts or omissions, and that City shall in no way be responsible for Contractor's actions, and that none of the parties hereto will have authority to bind the others or to hold out to third parties, that is has such authority. 22. Governing Law and Venue. This Agreement shall be construed and interpreted in accordance with the laws of the State of Texas, and venue of any litigation hereunder shall be in a court of competent jurisdiction sitting in Nueces County, Texas. 23. Survivability. The unenforceability, invalidity or illegality of any provisions of this Agreement shall not render the other provisions unenforceable, invalid or illegal, but the parties shall negotiate as to the effect of said unenforceability, invalidity or illegality on the rights and obligations of the parties. Page 7 of 12 Rev Jun -2010 24. Captions. The captions, titles and headings in this Agreement are merely for the convenience of the parties and shall neither limit nor amplify the provisions of the Agreement itself. 25. Notices to be given by either party to the other relative to this Agreement shall be in writing. Both parties agree that any such notice shall be effective when personally delivered or deposited, postage paid, in the U.S. Mail addressed by certified mail, retum receipt request, as follows: CITY: for legal notices send to: City of Corpus Christi Veronica Ocanas, Assistant City Attorney City Attorney's Office P.O. Box 9277 Corpus Christi, TX 78469-9277 Tel: 361-826-3375 Fax: 361-826-3239 for any questions regarding the administration and management of this agreement send to: Graziella Mesa Project Manager Department of Engineering Services 1201 Leopard St. Corpus Christi, TX 78401 Tel: 361-826-3550 Fax: 361-826-3501 Email: graziellam@cctexas.com CONTRACTOR: Name: Title: Address: _ Tel: (A 0 Fax 0 447 7) 7 Page 8 of 12 Rev. Jun -2010 to 26. TABLE RE DIVISION 01 DIVISION 01 Page 9 of 12 Rev. Jun -2010 01 11 31 Professional Consultants 01 11 31.10 01 11 31.30 ONLY ALLOWABLE AS REQUIRED BY STATEMENT OF WORK IF PERMITTED BY LAW 01 11 31.20 01 11 31.50 01 11 31.75 NOT AUTHORIZED 02 21 16 CONTINGENCY ALLOWANCE 01 21 16.50 NOT AUTHORIZED 01 21 55 JOB CONDITION ALLOWANCE 01 21 55.50 NOT AUTHORIZED 02 21 57 OVERTIME ALLOWANCE 01 21 57.50 ONLY ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 21 61 COST INDEX 01 21 61.10 01 21 61.30 01 21 61.50 AVERAGE 01 21 63 TAXES 01 21 63.10 SHALL BE INCLUDED WITHIN CONTRACTORS COEFFICIENT 01 31 13 PROJECT COORDINATION 1 01 31 13.20 01 31.13.30 01 31.13.40 01 31 13.60 01 31 13.80 _ SHALL BE INCLUDED WITHIN CONTRACTORS COEFFICIENT 01 31 13.50 NO AUTHORIZATION 01 31 13.90 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 3213 SCHEDULING OF WORK 01 3213.50 SHALL BE INCLUDED WITHIN CONTRACTORS COEFFICIENT 01 32 33 PHOTOGRAPHIC DOCUMENTATION 01 32 33.50 ROUTINE DOCUMENTATION FOR CONTRACTORS RECORDS, SHALL BE INCLUDED WITHIN CONTRACTORS COEFFICIENT 01 41 26 PERMITS 01 41 26.50 ITEM 0020 WILL BE AUTHORIZED AS REQUIRED BY STATEMENT OF WORK Page 9 of 12 Rev. Jun -2010 01 45 23 TESTING AND INSPECTING SERVICES 01 45 23.50 ROUTINE TEST FOR CONTRACTORS RECORDS AND DOCUMENTATION SHALL BE WITHIN CONTRACTORS COEFFICIENT. ADDITIONAL TESTING REQUIRED BY THE CITY WILL BE BY A SEPARATE CITY CONTRACT 01 51 13 TEMPORARY UTILITIES 01 51 13.80 ALLOWAB LE AS REQUIRED BY STATEMENT OF WORK 01 5213 FIELD OFFICES AND SHEDS 01 51 13.20 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 51 13.40 NOT AUTHORIZED 01 54 09 PROTECTIVE EQUIPMENT 01 54 23.60 01 54 23.70 01 54 23.75 01 54 23.80 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 54 23 TEMPORARY SCAFFOLDING AND PLATFORMS 01 54 23.60 01 54 23.70 01 54 23.75 01 54 23.80 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 54 26 TEMPORARY SWING STAGING 01 54 26.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 54 36 EQUIPMENT MOBILIZATION 01 54 36.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 54 39 CONSTRUCTION EQUIPMENT 01 54 39.70 SHALL BE INCLUDED WITHIN CONTRACTORS COEFFICIENT 01 55 23 TEMPORARY ROADS 01 55 23.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 5613 TEMPORARY AIR BARRIERS 01 56 13.60 01 5613.90 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 56 23 TEMPORARY BARRICADES 01 56 23.10 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 56 26 TEMPORARY FENCING 01 56 26.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 56 29 TEMPORARY PROTECTIVE WALKWAYS 01 56 29.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 58 13 TEMPORARY PROJECT SIGNGAGE 01 58 13.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 71 23 FIELD ENGINEERING 01 71 23.13 01 71 23.19 ONLY ALLOWABLE AS REQUIRED BY STATEMENT OF WORK, IF PERMITTED BY LAW Page 10 of 12 Rev. Jun -2010 01 7413 PROGRESS CLEANING 01 7413.20 I ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 91 13 COMMISSIONING 01 91 13.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK Contract Contact/Project Manager. for any questions regarding the administration and management of this agreement send to: Graziella Mesa Project Manager Department of Engineering Services 1201 Leopard St. Corpus Christi, TX 78401 Tet 361-826-3550 Fax: 361-826-3501 Email: graziellam@cctexas.com CONTRACTOR: Name: • i vi Title: Address:',.5"D ,t r)_ Tel: cWO — 9t Fax: / --469J - 7 / 7 ATTACHMENTS to JOC MASTER AGREEMENT and to RFP No. 2014-07 Agreement for Job Order Contracting for Minor Construction, Repair, Rehabilitation, and Alteration of Facilities TABLE OF CONTENTS ATTACHMENTS Contractor's Completed Questionnaire RFP Attachment A Contractor's Completed and Signed Disclosure of interest Form RFP Attachment B Contractor's Completed Litigation Disclosure Form RFP Attachment C Contractor's Completed Minority/Minority Business Enterprise RFP Attachment D Contractor's Completed Pricing Schedule Form RFP Attachment E INSURANCE REQUIREMENTS RFP Attachment F Page 11 of 12 Rev. Jun -2010 INDEMNIFICATION REQUIREMENTS RFP Attachment G Contractor's Completed Signature Page RFP Attachment H Contractor's Completed Proposal Checklist RFP Attachment 1 WORKER'S COMPENSATION COVERAGE RFP Attachment J ADDENDUM TO SPECIAL AND GENERAL PROVISIONS RFP Attachment K SPECIAL PROVISIONS RFP Attachment L GENERAL PROVISIONS RFP Attachment M Signed in four (4) parts at Corpus Christi, Texas on the date shown above. ATTEST City Secretary APPROVED AS TO LEGAL FORM By: Asst. City Attorney ATT - If Co tion) (5 al Below) (Note: if Person signing far corporation is not President, attach copy of authorization to sign) CITY OF CORPUS CHRISTI By: Jerry Shoemaker, P. E., Acting Director of Capital Programs CONTRACTOR Alpha Building Corporation By. Title: - (moi i�E� 24850 Blanco Road San Antonio, TX 78260 (210) 491-9925 Office (210) 491-9932 Fax Page 12 of 12 Rev. Jun -2010 Job Order Contracting [JOC) for the Minor Construction, Repair Rehabilitation, and Alteration of Facilities Attachments A through M Available Upon Request JOB ORDER CONTRACT MASTER AGREEMENT THE STATE OF TEXAS § COUNTY OF NUECES § THIS AGREEMENT is entered into this the day of , 2015, by and between the CITY OF CORPUS CHRISTI, a Texas home rule municipal corporation located in the County of Nueces, State of Texas, acting through its duly authorized City Manager or designee, termed in the Contract Documents as "City," and Cruz Maintenance & Construction, Inc., a Corporation termed in the Contract Documents as "Contractor," upon these terms, performable in Nueces County, Texas: WHEREAS, the City's Department of Engineering Services issued a Request For Proposals (RFP) No. 2014-07 — Agreement for Job Order Contracting (JOC), for the Minor Construction, Repair, Rehabilitation, and Alteration of Facilities (the "RFP") to provide Job Order Contracting Services on an on-call or as -needed basis, through individually priced job orders or job order contracts (Job Orders or JOCs) for the maintenance, repair, alteration, renovation, remediation, or construction of facilities; and WHEREAS, Contractor submitted a proposal in response to the RFP (the "Proposal") and was selected for recommendation for award; and WHEREAS, the Corpus Christi City Council authorized award of this JOC Master Agreement (the "Agreement") to Contractor on day of , 2015; and WHEREAS, the parties desire to enter into a Job Order Contract Master Agreement to set the terms and conditions the parties must follow, NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. Terms. a. Agreement. This Agreement consists of the Contract Documents, the RFP No. 2014-07, Contractor's Proposal submitted in response to RFP No. 2014-07, and this Job Order Contract Master Agreement, including all attachments and exhibits (collectively, the "Agreement"), which provides terms and conditions with which the parties agree to comply for any "Job Order Task" or "Job Order Contract" (JOC) executed between the parties under the Department of Engineering's JOC Program. b. Job Order Contract MasterAgreement/(the `JOC Master Agreement" or the "Agreement") refers to this Agreement, a competitively awarded master agreement with an undefined Statement of Work (SOW). The work is of an indefinite quantity and a recurring nature, delivered on an on-call or as needed basis, through individually priced job orders or job order contracts (JOC). The JOC Master Agreement may support a broad assortment of facilities construction work. In this Page 1 of 12 Rev. Jun -2010 Agreement, the JOC Master Agreement may also be referred to as the Agreement for Job Order Contracting, the JOC Agreement, or the Agreement. c. Job Order or Job Order Contract (JOC) as referred to in this Agreement is an individually priced job or task order, based on the Contractor's previously proposed coefficient(s) and a definitive SOW. Individual job orders are firm fixed price upon issuance. The term "job order" or "job order contract" refers to an individually priced job order based on pre -established unit prices applied to estimated quantities for a fixed lump sum price or a unit price order based on the quantities and line items delivered. In this Agreement, Job Order Contract (JOC) may also be referred to as Job Order, Job Order Task, or Task Order. d. Contract Documents. The Contract Documents for each JOC will include this Agreement, the bid proposal and instructions, the General and Special Provisions and Requirements for Municipal Construction Contracts of the City of Corpus Christi, plans and specifications, including all maps, plats, blueprints, and other drawings, any Performance and Payment bonds, addenda, the Contractor's Proposal to RFP No. 2014-07, the JOC Master Agreement, and related documents which shall be made a part of each JOC, all of which will constitute the contract for each project or JOC. 2. General Scope of JOC. a. The City has awarded or will award one or more JOC Master Agreements or JOC Agreements. The type of work to be supported is for the maintenance, repair, alteration, renovation, remediation, or construction of facilities. The work is of a recurring nature but the delivery times are quantities are indefinite. b. JOCs apply to facilities work. The JOC Master Agreement and any individual JOC applies only to a facility that is a building, or a structure or land, whether improved or unimproved, that is associated with a building. The JOC does not apply to a highway, road, street, bridge, utility, wharf, dock, airport runway or taxiway, drainage, or related type of project associated with civil engineering construction. The City currently owns approximately 1200 properties that require a variety of minor construction, repair, rehabilitation, or alteration services, including but not limited to services for construction in three (3) areas: general mechanical/electrical/plumbing (MEP); and roofing. c. Minor construction may include new office construction (as well as demolition) to completing a new floor plan, etc. d. Repair is defined as work that involves the reparation of a broken system, component, or sub -component of a building such as doors, electrical outlets, plumbing, flooring, sheetrock, and/or air conditioning systems, etc. Page 2 of 12 Rev Jun -2010 e. Rehabilitation is defined as work that involves the restoration of an office, floor, system or component of a system in order to restore functionality. Alteration is defined as work that involves extending a wall, upgrading lighting fixtures, installing a door where one did not exist, replacing flooring, etc. 3. Scope and Duty of Contractor. a. For each JOC, the Contractor shall construct and complete the improvements according to the Plans and Specifications in a good and workmanlike manner for the prices and conditions set out in the Contractor's bid proposal and as provided under the JOC. b. Contractor shall supply at its expense such materials, services, labor and insurance as required by the Contract Documents, including overseeing the entire job. c. Contractor shall be responsible for providing all labor, material, tools, instruments, supplies, equipment, transportation, mobilization, insurance, subcontracts, bonds, supervision, management, reports, incidentals, and quality control necessary to complete work for the minor construction, repair, rehabilitation and alteration of city facilities. 4. Time Limit for Bid Proposals Requested. There will be limited time from the time the City first contacts the Contractor and "assigns" the project to the time the City issues an authorization to begin work. The Contractor shall submit its Proposal as soon as possible, but not later than ten (10) calendar days after the City's request for that the Contractor investigate, plan, and submit an estimate and schedule (a proposal) for a given job order. Failure to comply with the Time Limit for Bid Proposals Requested is a breach of contract, under both this Agreement and under each JOC executed pursuant to the this Agreement. 5. Contractual unit prices. The City establishes contractual unit prices for job order contracts by specifying the R.S. Means Cost Data Books and certain applicable divisions or line items listed and more fully described in Section III.A of the RFP. 6. Coefficients or multipliers. The Contractor's proposed two (2) coefficients or multipliers are to be applied to the price book or prepriced work items as the price proposal. Coefficients or multipliers are more fully described in Section III.A of the RFP. 7. Compensation to Contractor. City shall pay Contractor in current funds for performance of each Job Order Contract in accordance with both this Agreement and the JOC, as the work progresses. 8. Maximum aggregate price. The maximum aggregate price for work over any one year of this Agreement's term is two million dollars. Page 3 of 12 Rev Jun -2010 9. No guaranteed minimum. This JOC Master Agreement provides for no guaranteed minimum amount of job orders, no amount of work, and no dollar amount. Term. The Term of this Agreement is for a base term of two (2) years with the option to renew annually on an administrative basis for not more than three (3) additional years. The City Manager or designee (Director of Engineering Services) shall have the option to renew the agreement annually for not more than three additional years. The option to renew will be exercised administratively. 10. Performance and payment bonds required. The Contractor shall provide performance and payment bonds (1) if required by law, based on the amount or estimated amount of any job order; or (2) if otherwise required by the City regardless of the estimated amount of a job order. At a minimum, the JOC Contractor will be required to provide a payment bond on all job orders that exceed $25,000 and a performance bond on all job orders that exceed $100,000. 11. JOC Specific Requirements. a. With the exception of emergencies, any work required by the City shall be ordered through the issuance of a formal written Job Order Contract or JOC containing the approved Job Order Proposal along with a City Issued Purchase Order. b. Job Order Proposals are to be submitted to the City at no additional cost. The RFP resulted in multiple awards for multiple JOC Agreements, and the City may elect, at its own discretion, to solicit JOC Proposals from one or more of the awarded JOC Contractors depending upon the estimated value and/or complexity of the proposed project. Determination to solicit multiple proposals or from only one awarded JOC Contractor shall be on a case by case basis, as deemed in the best interest of the City. c. Upon review of the Job Order Proposal(s), the City shall have the right to reject all proposals, cancel a proposed project or elect to perform work utilizing city personnel. The City shall not be responsible for payment or costs incurred by the awarded contractors for the preparation and submission of a Job Order Proposal regardless of project outcome. d. In the event that design services, construction drawings and/or plans are required, the City shall obtain these services from city resources or from a third - party consultant. The Contractor will not be permitted to contract with or hire consultants. e. The Unit Price Book(s) shall serve as a basis for establishing the value of work to be performed. The Contractor's Job Order Proposal shall be submitted to the City as negotiated under this JOC Master Agreement, as submitted in accordance with the Contractor's Proposal, Exhibit E. Page 4 of 12 Rev Jun -2010 12. Scheduling of Work a. The first day of performance shall be the effective date specified in the Job Order Contract. Any preliminary work started, materials ordered or purchased prior to receipt of the City's Purchase order shall be at the Contractor's risk and expense. b. The Contractor shall meticulously prosecute the Work to completion with the time set forth in the Job Order. c. The period of performance shall include allowance for mobilization; holidays; weekend days; inclement weather; cleanup and project acceptance procedures. d. When the Contractor considers the Work to be complete and ready for its intended use, the Contractor shall notify the Director of Engineering Services or designee. The City shall inspect the Work to determine the status for completion. The contractor shall proceed promptly to complete or correct items listed. e. Contractor shall endure that the purchase, delivery and storage of materials and equipment shall be made without interference to the City operations and personnel. f. The Contractor shall be responsible for removing furniture and/or portable office equipment from the immediate work area as well as replacing to its original location upon work completion. In the event that said items cannot be replaced within its original location, the City shall designate alternate locations(s) for placement. g. The Contractor shall take all necessary precautions to ensure that no damage shall result from operations to private of public property. All damages must be repaired or replaced by the Contractor at no additional cost to the City. The Contractor shall also be responsible for providing all necessary traffic control, to include but not limited to street blockages, traffic cones, flagmen, etc., as required for each Job Order. Proposed traffic control methods must be submitted to the City for approval prior to the commencement of work. h. The Contractor shall be responsible for obtaining all required permits applicable to performance under any single order placed against this contract. The City shall be responsible for the cost of any and all City permits. i. The Contractor shall allow authorized City personnel to inspect and audit any books, documents, papers, data and records relating to performance throughout the term of said JOC Agreement. The City reserves the right to audit and/or examine such records at any time during the progress of this Agreement and shall withhold payment if such documentation is found by the City to be incomplete or erroneous. Page 5 of 12 Rev Jun -2010 13. Contractor's Project General Manager. The Contractor's Project General Manager shall be knowledgeable in multiple disciplines including electrical, mechanical, HVAC, paving, landscaping, painting, roofing and plumbing. 14. Safety Plan. The Contractor may be required to submit to the City for approval, a Safety Plan within fifteen (15) calendar days after Award of Agreement. Said plan must address all aspects of the Contractor's safety procedures including responsibility for OSHA compliance, drug testing, trend analysis, corrective action and interface with City inspectors. 15. Warranty of Construction. The Contractor shall warrant that work performed conforms to the Job Order requirements and is free of any defect in equipment, material or design furnished, or workmanship performed by the contractor of any of its subcontractors or suppliers at any tier. All work provided by the Contractor shall be warranted for a minimum period of one (1) year from the date of final acceptance of the Work. Equipment warranties shall be as required under the Statement of Work. 16. Training. Upon execution of this Agreement, the Contractor shall make arrangements and provisions to conduct a minimum of two (2) training classes for City staff to include but not limited to the JOC Process, explanation and use of the specific R.S. Means Cost Data Book, Cost Index, and the Unit Price Book, at no additional cost to the City. 17. "Green Building" Program." In an effort to conserve resources as well as preserve our environment, the City is in the process of developing a program to support a "Green Building" policy for all new city -owned and funded facilities. A "green building", also known as a high performance building, shall include a structure or facility that is designed, build, renovated, and operated in a resource -efficient and healthful manner. Green buildings are designed to meet certain objectives such as: conserve energy and water, use renewable, recyclable or reclaimed materials, protect occupant health, optimize use of local and regional resources, and reduce the overall impact of that new structure to the environment. The program initiatives for a "Green Building" policy may include the following: a. All new buildings and major renovations constructed by the City of Corpus Christi or its contractors and funded directly by the City of Corpus Christi shall be designed and constructed with economical and technically feasible green building components. b. The City of Corpus Christi shall focus this green building policy in an effort to meet the requirements of the Texas Emissions Reduction Plan, specifically Chapter 388. Section 388.005 of the Texas Health and Safety Code, which states that certain political subdivisions should: (a) implement all cost effective "energy efficiency measures" in order to reduce electric consumption by the existing facilities, (b) establish a goal to reduce electric consumption by its facilities of five (5%) percent each year for five years, and (c) annually report to State Energy Conservation Office (SECO) its efforts and progress in reduction of electricity. Page 6of12 Rev. Jun -2010 c. City staff will develop a green building program for the city facilities targeted in this policy. This green building program will describe the standards of the green building components, including standards for energy efficiency, renew -able materials, water conservation, air flow, and site location. This program shall also describe the target buildings, exemptions, and methods to achieve the goals of this policy. The development of this plan will include an evaluation of the AIA "2020 Challenge," the U.S. Green Building Council's Leadership in Energy and Environmental Design (LEED), and the Environmental Protection Agency's Energy Star Program. Feasible components of these programs will be incorporated into this plan. A review of the accomplishments made under this plan shall be reported to City Council annually. d. All maintenance practices performed by the City of Corpus Christi shall incorporate energy efficiency and green building practices, as reasonably possible. 18. Worker's Compensation Coverage. Texas law requires that contractors, subcontractors and others must be covered under Worker's Compensation insurance, authorized self-insurance or a worker's compensation coverage agreement. Throughout this Agreement such coverage must be provided. Contractor shall comply with the Insurance Requirements for Worker's Compensation Coverage as described and shown in the Notice to Contractors Attachment J. 19. Insurance. Contractor shall comply with the Insurance Requirements as described and shown in Attachment F. 20. indemnification. Contractor shall fully indemnify and save harmless the City of Corpus Christi, its officers, agents and employees, as required in Attachment G. 21. Independent Contractor. Contractor, it and all persons designated by it to provide services in connection with this Agreement or any JOC executed pursuant to this Agreement is, (are) and shall be deemed to be independent contractor(s), responsible for its (their) respective acts or omissions, and that City shall in no way be responsible for Contractor's actions, and that none of the parties hereto will have authority to bind the others or to hold out to third parties, that is has such authority. 22. Governing Law and Venue. This Agreement shall be construed and interpreted in accordance with the laws of the State of Texas, and venue of any litigation hereunder shall be in a court of competent jurisdiction sitting in Nueces County, Texas. 23. Survivability. The unenforceability, invalidity or illegality of any provisions of this Agreement shall not render the other provisions unenforceable, invalid or illegal, but the parties shall negotiate as to the effect of said unenforceability, invalidity or illegality on the rights and obligations of the parties. Page 7 of 12 Rev. Jun -2010 24. Captions. The captions, titles and headings in this Agreement are merely for the convenience of the parties and shall neither limit nor amplify the provisions of the Agreement itself. 25. Notices to be given by either party to the other relative to this Agreement shall be in writing. Both parties agree that any such notice shall be effective when personally delivered or deposited, postage paid, in the U.S. Mall addressed by certified mail, retum receipt request, as follows: CITY: for legal notices send to: City of Corpus Christi Veronica Ocanes, Assistant City Attorney City Attorney's Office P.O. Box 9277 Corpus Christi, TX 78469-9277 Tel: 361-826-3375 Fax: 361-826-3239 for any questions regarding the administration and management of this agreement send to: Graziella Mesa Project Manager Department of Engineering Services 1201 Leopard St. Corpus Christi, TX 78401 Tel: 361-826-3550 Fax: 361-826-3501 Email: graziellam@cctexas.com CONTRACTOR: Name: 642i,72. Title: Address: t i „wag. Coocrtzucric o Page 8 of 12 Rev. Jun -2010 26. TABLE RE DIVISION 01 DIVISION 01 01 11 31 Professional Consultants 01 11 31.10 01 11 31.30 ONLY ALLOWABLE AS REQUIRED BY STATEMENT OF WORK IF PERMITTED BY LAW 01 01 01 11 31.20 11 31.50 11 31.75 NOT AUTHORIZED 02 21 16 CONTINGENCY ALLOWANCE 01 21 16.50 NOT AUTHORIZED 01 21 55 JOB CONDITION ALLOWANCE 01 21 55.50 NOT AUTHORIZED 02 21 57 OVERTIME ALLOWANCE 01 21 57.50 ONLY ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 21 61 COST INDEX 01 21 61.10 01 21 61.30 01 21 61.50 AVERAGE 01 21 63 TAXES 01 21 63.10 SHALL BE INCLUDED WITHIN CONTRACTORS COEFFICIENT 01 31 13 PROJECT COORDINATION 01 31 13.20 01 31.13.30 01 31.13.40 01 31 13.60 01 31 13.80 SHALL BE INCLUDED WITHIN CONTRACTORS COEFFICIENT 01 31 13.50 NO AUTHORIZATION 01 31 13.90 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 3213 SCHEDULING OF WORK 01 32 13.50 SHALL BE INCLUDED WITHIN CONTRACTORS COEFFICIENT 01 32 33 PHOTOGRAPHIC DOCUMENTATION 01 32 33.50 ROUTINE DOCUMENTATION FOR CONTRACTORS RECORDS, SHALL BE INCLUDED WITHIN CONTRACTORS COEFFICIENT 01 41 26 PERMITS 01 41 26.50 ITEM 0020 WILL BE AUTHORIZED AS REQUIRED BY STATEMENT OF WORK Page 9 of 12 Rev Jun -2010 01 45 23 TESTING AND INSPECTING SERVICES 01 45 23.50 ROUTINE TEST FOR CONTRACTORS RECORDS AND DOCUMENTATION SHALL BE WITHIN CONTRACTORS COEFFICIENT. ADDITIONAL TESTING REQUIRED BY THE CITY WILL BE BY A SEPARATE CITY CONTRACT 01 51 13 TEMPORARY UTILITIES 01 51 13.80 ALLOWAB LEAS REQUIRED BY STATEMENT OF WORK 01 5213 FIELD OFFICES AND SHEDS 01 51 13.20 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 51 13.40 NOT AUTHORIZED 01 54 09 PROTECTIVE EQUIPMENT 01 54 23.60 01 54 23.70 01 54 23.75 01 54 23.80 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 54 23 TEMPORARY SCAFFOLDING AND PLATFORMS 01 54 23.60 01 54 23.70 01 54 23.75 01 54 23.80 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 54 26 TEMPORARY SWING STAGING 01 54 26.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 54 36 EQUIPMENT MOBILIZATION 01 54 36.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 54 39 CONSTRUCTION EQUIPMENT 01 54 39.70 SHALL BE INCLUDED WITHIN CONTRACTORS COEFFICIENT 01 55 23 TEMPORARY ROADS 01 55 23.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 5613 TEMPORARY AIR BARRIERS 01 5613.60 01 5613.90 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 56 23 TEMPORARY BARRICADES 01 56 23.10 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 56 26 TEMPORARY FENCING 01 56 26.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 56 29 TEMPORARY PROTECTIVE WALKWAYS 01 56 29.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 58 13 TEMPORARY PROJECT SIGNGAGE 01 5813.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 71 23 FIELD ENGINEERING 01 71 23.13 01 71 23.19 ONLY ALLOWABLE AS REQUIRED BY STATEMENT OF WORK, IF PERMITTED BY LAW Page 10 of 12 Rev. Jun -2010 01 7413 PROGRESS CLEANING 01 7413.20 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 91 13 COMMISSIONING Contractor's Completed and Signed Disclosure of Interest Form 01 91 13.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK Contract Contact/Project Manager. for any questions regarding the administration and management of this agreement send to: Graziella Mesa Project Manager Department of Engineering Services 1201 Leopard St, Corpus Christi, TX 78401 Tel: 361-826-3550 Fax: 361-826-3501 Email: graziellam@cctexas.com CONTRACTOR: Name: iki bo pVlCl. STILuLT1pti1. We. Address: 0 vtief441141441S‘ 6.47L41%tenekv40.8.1%)( Title: ggttop It40131: Tel: Fax: ATTACHMENTS to JOC MASTER AGREEMENT and to RFP No. 2014-07 Agreement for Job Order Contracting for Minor Construction, Repair, Rehabilitation, and Alteration of Facilities TABLE OF CONTENTS ATTACHMENTS Contractor's Completed Questionnaire ` RFP Attachment A Contractor's Completed and Signed Disclosure of Interest Form RFP Attachment B Contractor's Completed Litigation Disclosure Form RFP Attachment C Contractor's Completed Minority/Minority Business Enterprise RFP Attachment D Contractor's Completed Pricing Schedule Form -RFP Attachment E INSURANCE REQUIREMENTS RFP Attachment F Page 11 of 12 Rev. Jun -2010 INDEMNIFICATION REQUIREMENTS RFP Attachment G ' Contractor's Completed Signature Page RFP Attachment H Contractor's Completed Proposal Checklist RFP Attachment I WORKER'S COMPENSATION COVERAGE RFP Attachment J ADDENDUM TO SPECIAL AND GENERAL PROVISIONS RFP Attachment K , SPECIAL PROVISIONS RFP Attachment L GENERAL PROVISIONS RFP Attachment M Signed in four (4) parts at Corpus Christi, Texas on the date shown above. ATTEST City Secretary APPROVED AS TO LEGAL FORM By: Asst. City Attorney ATTEST: (if Corporation) (Note: If Person signing for corporation 1s not President, attach copy of authorization to sign) CITY OF CORPUS CHRISTI By: Jerry Shoemaker, P. E., Acting Director of Capital Programs CONTRACTOR Cruz Maintenance & Construction, Inc. sy .(-441ErtNrg-Tl-c3L Title: - r' 3041 Cabaniss Road Corpus Christi, TX 78415 (361) 851-2002 Office (361) 851-2003 Fax Page 12of12 Rev. Jun -2010 Job Order Contracting (JOC) for the Minor Construction. Repair, Rehabilitation. and Alteration of Facilities Attachments A through M Available Upon Request JOB ORDER CONTRACT MASTER AGREEMENT THE STATE OF TEXAS § COUNTY OF NUECES § THIS AGREEMENT is entered into this the day of , 2015, by and between the CITY OF CORPUS CHRISTI, a Texas home rule municipal corporation located in the County of Nueces, State of Texas, acting through its duly authorized City Manager or designee, termed in the Contract Documents as "City," and Haeber Roofing Company, a Company termed in the Contract Documents as "Contractor," upon these terms, performable in Nueces County, Texas: WHEREAS, the City's Department of Engineering Services issued a Request For Proposals (RFP) No. 2014-07 —Agreement for Job Order Contracting (JOC), for the Minor Construction, Repair, Rehabilitation, and Alteration of Facilities (the "RFP") to provide Job Order Contracting Services on an on-call or as -needed basis, through individually priced job orders or job order contracts (Job Orders or JOCs) for the maintenance, repair, alteration, renovation, remediation, or construction of facilities; and WHEREAS, Contractor submitted a proposal in response to the RFP (the Proposal") and was selected for recommendation for award; and WHEREAS, the Corpus Christi City Council authorized award of this JOC Master Agreement (the "Agreement") to Contractor on day of , 2015; and WHEREAS, the parties desire to enter into a Job Order Contract Master Agreement to set the terms and conditions the parties must follow, NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. Terms. a. Agreement. This Agreement consists of the Contract Documents, the RFP No. 2014-07, Contractor's Proposal submitted in response to RFP No. 2014-07, and this Job Order Contract Master Agreement, including all attachments and exhibits (collectively, the "Agreement"), which provides terms and conditions with which the parties agree to comply for any "Job Order Task„ or "Job Order Contract" (JOC) executed between the parties under the Department of Engineering's JOC Program. b. Job Order Contract Master Agreement/ (the "JOC Master Agreement" or the "Agreement") refers to this Agreement, a competitively awarded master agreement with an undefined Statement of Work (SOW). The work is of an indefinite quantity and a recurring nature, delivered on an on-call or as needed basis, through individually priced job orders or job order contracts (JOC). The JOC Master Agreement may support a broad assortment of facilities construction work. In this Page 1of12 Rev Jun -2010 Agreement, the JOC Master Agreement may also be referred to as the Agreement for Job Order Contracting, the JOC Agreement, or the Agreement. c. Job Order or Job Order Contract (JOC) as referred to in this Agreement is an individually priced job or task order, based on the Contractor's previously proposed coefficient(s) and a definitive SOW. Individual job orders are firm fixed price upon issuance. The term "job order" or "job order contract" refers to an individually priced job order based on pre -established unit prices applied to estimated quantities for a fixed lump sum price or a unit price order based on the quantities and line items delivered. In this Agreement, Job Order Contract (JOC) may also be referred to as Job Order, Job Order Task, or Task Order. d. Contract Documents. The Contract Documents for each JOC will include this Agreement, the bid proposal and instructions, the General and Special Provisions and Requirements for Municipal Construction Contracts of the City of Corpus Christi, plans and specifications, including all maps, plats, blueprints, and other drawings, any Performance and Payment bonds, addenda, the Contractor's Proposal to RFP No. 2014-07, the JOC Master Agreement, and related documents which shall be made a part of each JOC, all of which will constitute the contract for each project or JOC. 2. General Scope of JOC. a. The City has awarded or will award one or more JOC Master Agreements or JOC Agreements. The type of work to be supported is for the maintenance, repair, alteration, renovation, remediation, or construction of facilities. The work is of a recurring nature but the delivery times are quantities are indefinite. b. JOCs apply to facilities work. The JOC Master Agreement and any individual JOC applies only to a facility that is a building, or a structure or land, whether improved or unimproved, that is associated with a building. The JOC does not apply to a highway, road, street, bridge, utility, wharf, dock, airport runway or taxiway, drainage, or related type of project associated with civil engineering construction. The City currently owns approximately 1200 properties that require a variety of minor construction, repair, rehabilitation, or alteration services, including but not limited to services for construction in three (3) areas: general mechanical/electrical/plumbing (MEP); and roofing. c. Minor construction may include new office construction (as well as demolition) to completing a new floor plan. etc: d. Repair is defined as work that involves the reparation of a broken system, component, or sub -component of a building such as doors, electrical outlets, plumbing, flooring, sheetrock, and/or air conditioning systems, etc. Page 2 of 12 Rev Jun -2010 e. Rehabilitation is defined as work that involves the restoration of an office, floor, system or component of a system in order to restore functionality. Alteration is defined as work that involves extending a wall, upgrading lighting fixtures, installing a door where one did not exist, replacing flooring, etc. 3. Scope and Duty of Contractor. a. For each JOC, the Contractor shall construct and complete the improvements according to the Plans and Specifications in a good and workmanlike manner for the prices and conditions set out in the Contractor's bid proposal and as provided under the JOC. b. Contractor shall supply at its expense such materials, services, labor and insurance as required by the Contract Documents, including overseeing the entire job. c. Contractor shall be responsible for providing all labor, material, tools, instruments, supplies, equipment, transportation, mobilization, insurance, subcontracts, bonds, supervision, management, reports, incidentals, and quality control necessary to complete work for the minor construction, repair, rehabilitation and alteration of city facilities. 4. Time Limit for Bid Proposals Requested. There will be limited time from the time the City first contacts the Contractor and "assigns" the project to the time the City issues an authorization to begin work. The Contractor shall submit its Proposal as soon as possible, but not later than ten (10) calendar days after the City's request for that the Contractor investigate, plan, and submit an estimate and schedule (a proposal) for a given job order. Failure to comply with the Time Limit for Bid Proposals Requested is a breach of contract, under both this Agreement and under each JOC executed pursuant to the this Agreement. 5. Contractual unit prices. The City establishes contractual unit prices for job order contracts by specifying the R.S. Means Cost Data Books and certain applicable divisions or line items listed and more fully described in Section III.A of the RFP. 6. Coefficients or multipliers. The Contractor's proposed two (2) coefficients or multipliers are to be applied to the price book or prepriced work items as the price proposal. Coefficients or multipliers are more fully described in Section III.A of the RFP. 7. Compensation to Contractor. City shall pay Contractor in current funds for performance of each Job Order Contract in accordance with both this Agreement and the JOC, as the work progresses. 8. Maximum aggregate price. The maximum aggregate price for work over any one year of this Agreement's term is two million dollars. Page 3 of 12 Rev Jun -2010 9. No guaranteed minimum. This JOC Master Agreement provides for no guaranteed minimum amount of job orders, no amount of work, and no dollar amount. Term. The Term of this Agreement is for a base term of two (2) years with the option to renew annually on an administrative basis for not more than three (3) additional years. The City Manager or designee (Director of Engineering Services) shall have the option to renew the agreement annually for not more than three additional years. The option to renew will be exercised administratively. 10. Performance and payment bonds required. The Contractor shall provide performance and payment bonds (1) if required by law, based on the amount or estimated amount of any job order; or (2) if otherwise required by the City regardless of the estimated amount of a job order. At a minimum, the JOC Contractor will be required to provide a payment bond on all job orders that exceed $25,000 and a performance bond on all job orders that exceed $100,000. 11. JOC Specific Requirements. a. With the exception of emergencies, any work required by the City shall be ordered through the issuance of a formal written Job Order Contract or JOC containing the approved Job Order Proposal along with a City Issued Purchase Order. b. Job Order Proposals are to be submitted to the City at no additional cost. The RFP resulted in multiple awards for multiple JOC Agreements, and the City may elect, at its own discretion, to solicit JOC Proposals from one or more of the awarded JOC Contractors depending upon the estimated value and/or complexity of the proposed project. Determination to solicit multiple proposals or from only one awarded JOC Contractor shall be on a case by case basis, as deemed in the best interest of the City. c. Upon review of the Job Order Proposal(s), the City shall have the right to reject all proposals, cancel a proposed project or elect to perform work utilizing city personnel. The City shall not be responsible for payment or costs incurred by the awarded contractors for the preparation and submission of a Job Order Proposal regardless of project outcome. d. In the event that design services, construction drawings and/or plans are required, the City shall obtain these services from city resources or from a third - party consultant. The Contractor will not be permitted to contract with or hire consultants. e. The Unit Price Book(s) shall serve as a basis for establishing the value of work to be performed. The Contractor's Job Order Proposal shall be submitted to the City as negotiated under this JOC Master Agreement, as submitted in accordance with the Contractor's Proposal, Exhibit E. Page 4 of 12 Rev. Jun -2010 12. Scheduling of Work a. The first day of performance shall be the effective date specified in the Job Order Contract. Any preliminary work started, materials ordered or purchased prior to receipt of the City's Purchase order shall be at the Contractor's risk and expense. b. The Contractor shall meticulously prosecute the Work to completion with the time set forth in the Job Order. c. The period of performance shall include allowance for mobilization; holidays; weekend days; inclement weather; cleanup and project acceptance procedures. d. When the Contractor considers the Work to be complete and ready for its intended use, the Contractor shall notify the Director of Engineering Services or designee. The City shall inspect the Work to determine the status for completion. The contractor shall proceed promptly to complete or correct items listed. e. Contractor shall endure that the purchase, delivery and storage of materials and equipment shall be made without interference to the City operations and personnel. f. The Contractor shall be responsible for removing furniture and/or portable office equipment from the immediate work area as well as replacing to its original location upon work completion. In the event that said items cannot be replaced within its original location, the City shall designate alternate locations(s) for placement. g. The Contractor shall take all necessary precautions to ensure that no damage shall result from operations to private of public property. All damages must be repaired or replaced by the Contractor at no additional cost to the City. The Contractor shall also be responsible for providing all necessary traffic control, to include but not limited to street blockages, traffic cones, flagmen, etc., as required for each Job Order. Proposed traffic control methods must be submitted to the City for approval prior to the commencement of work. h. The Contractor shall be responsible for obtaining all required permits applicable to performance under any single order placed against this contract. The City shall be responsible for the cost of any and all City permits. i. The Contractor shall allow authorized City personnel to inspect and audit any books, documents, papers, data and records relating to performance throughout the term of said JOC Agreement. The City reserves the right to audit and/or examine such records at any time during the progress of this Agreement and shall withhold payment if such documentation is found by the City to be incomplete or erroneous. Page 5 of 12 Rev Jun -2010 13. Contractor's Project General Manager. The Contractor's Project General Manager shall be knowledgeable in multiple disciplines including electrical, mechanical, HVAC, paving, landscaping, painting, roofing and plumbing. 14. Safety Plan. The Contractor may be required to submit to the City for approval, a Safety Plan within fifteen (15) calendar days after Award of Agreement. Said plan must address all aspects of the Contractor's safety procedures including responsibility for OSHA compliance, drug testing, trend analysis, corrective action and interface with City inspectors. 15. Warranty of Construction. The Contractor shall warrant that work performed conforms to the Job Order requirements and is free of any defect in equipment, material or design furnished, or workmanship performed by the contractor of any of its subcontractors or suppliers at any tier. All work provided by the Contractor shall be warranted for a minimum period of one (1) year from the date of final acceptance of the Work. Equipment warranties shall be as required under the Statement of Work. 16. Training. Upon execution of this Agreement, the Contractor shall make arrangements and provisions to conduct a minimum of two (2) training classes for City staff to include but not limited to the JOC Process, explanation and use of the specific R.S. Means Cost Data Book, Cost Index, and the Unit Price Book, at no additional cost to the City. 17. "Green Building" Program." In an effort to conserve resources as well as preserve our environment, the City is in the process of developing a program to support a "Green Building" policy for all new city -owned and funded facilities. A "green building", also known as a high performance building, shall include a structure or facility that is designed, build, renovated, and operated in a resource -efficient and healthful manner. Green buildings are designed to meet certain objectives such as: conserve energy and water, use renewable, recyclable or reclaimed materials, protect occupant health, optimize use of local and regional resources, and reduce the overall impact of that new structure to the environment. The program initiatives for a "Green Building" policy may include the following: a. All new buildings and major renovations constructed by the City of Corpus Christi or its contractors and funded directly by the City of Corpus Christi shall be designed and constructed with economical and technically feasible green building components. b. The City of Corpus Christi shall focus this green building policy in an effort to meet the requirements of the Texas Emissions Reduction Plan, specifically Chapter 388. Section 388.005 of the Texas Health and Safety Code, which states that certain political subdivisions should: (a) implement all cost effective "energy efficiency measures" in order to reduce electric consumption by the existing facilities, (b) establish a goal to reduce electric consumption by its facilities of five (5%) percent each year for five years, and (c) annually report to State Energy Conservation Office (SECO) its efforts and progress in reduction of electricity. Page 6of12 Rev Jun -2010 c. City staff will develop a green building program for the city facilities targeted in this policy. This green building program will describe the standards of the green building components, including standards for energy efficiency, renew -able materials, water conservation, air flow, and site location. This program shall also describe the target buildings, exemptions, and methods to achieve the goals of this policy. The development of this plan will include an evaluation of the AIA "2020 Challenge," the U.S. Green Building Council's Leadership in Energy and Environmental Design (LEED), and the Environmental Protection Agency's Energy Star Program. Feasible components of these programs will be incorporated into this plan. A review of the accomplishments made under this plan shall be reported to City Council annually. d. All maintenance practices performed by the City of Corpus Christi shall incorporate energy efficiency and green building practices, as reasonably possible. 18. Worker's Compensation Coverage. Texas law requires that contractors, subcontractors and others must be covered under Worker's Compensation insurance, authorized self-insurance or a worker's compensation coverage agreement. Throughout this Agreement such coverage must be provided. Contractor shall comply with the Insurance Requirements for Worker's Compensation Coverage as described and shown in the Notice to Contractors Attachment J. 19. Insurance. Contractor shall comply with the Insurance Requirements as described and shown in Attachment F. 20. Indemnification. Contractor shall fully indemnify and save harmless the City of Corpus Christi, its officers, agents and employees, as required in Attachment G. 21. Independent Contractor. Contractor, it and all persons designated by it to provide services in connection with this Agreement or any JOC executed pursuant to this Agreement is, (are) and shall be deemed to be independent contractor(s), responsible for its (their) respective acts or omissions, and that City shall in no way be responsible for Contractor's actions, and that none of the parties hereto will have authority to bind the others or to hold out to third parties, that is has such authority. 22. Governing Law and Venue. This Agreement shall be construed and interpreted in accordance with the laws of the State of Texas, and venue of any litigation hereunder shall be in a court of competent jurisdiction sitting in Nueces County, Texas. 23. Survivability. The unenforceability, invalidity or illegality of any provisions of this Agreement shall not render the other provisions unenforceable, invalid or illegal, but the parties shall negotiate as to the effect of said unenforceability, invalidity or illegality on the rights and obligations of the parties. Page 7 of 12 Rev. Jun -201D 24. Captions. The captions, titles and headings in this Agreement are merely for the convenience of the parties and shall neither limit nor amplify the provisions of the Agreement itself. 25. Notices to be given by either party to the other relative to this Agreement shall be in writing. Both parties agree that any such notice shall be effective when personally delivered or deposited, postage paid, in the U.S. Mail addressed by certified mail, retum receipt request, as follows: CITY: for legal notices send to: City of Corpus Christi Veronica Ocanes, Assistant City Attorney City Attorney's Office P.O. Box 9277 Corpus Christi, TX 78469-9277 Tel: 361-826-3375 Fax: 361-826-3239 for anv auestions regarding the administration and management of this agreement send to: Graziella Mesa Project Manager Department of Engineering Services 1201 Leopard St. Corpus Christi, TX 78401 Tel: 361-826-3550 Fax: 361-826-3501 Email: graziellam©cctexas.com CONTRACT*;: r 1 Title: Presi ent Address: 2833 Holly :,,ad Corpus Christi, TS 78415 Tel: 361-851-8142 Fax: 361-851-8062 Page 8 of 12 Rev. Jun -2010 26. TABLE RE DIVISION 01 DIVISION 01 01 11 31 Professional Consultants 01 11 31.10 01 11 31.30 ONLY ALLOWABLE AS REQUIRED BY STATEMENT OF WORK IF PERMITTED BY LAW 01 11 31.20 01 11 31.50 01 11 31.75 NOT AUTHORIZED 02 21 16 CONTINGENCY ALLOWANCE 01 21 16.50 NOT AUTHORIZED 01 21 55 JOB CONDITION ALLOWANCE 01 21 55.50 NOT AUTHORIZED 02 21 57 OVERTIME ALLOWANCE 01 21 57.50 ONLY ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 21 61 COST INDEX 01 21 61.10 01 21 61.30 01 21 61.50 AVERAGE 01 21 63 TAXES 01 21 63.10 SHALL BE INCLUDED WITHIN CONTRACTORS COEFFICIENT 01 31 13 PROJECT COORDINATION 01 31 13.20 01 31.13.30 01 31.13.40 01 31 13.60 01 31 13.80 SHALL BE INCLUDED WITHIN CONTRACTORS COEFFICIENT 01 31 13.50 NO AUTHORIZATION 01 31 13.90 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 3213 SCHEDULING OF WORK 01 3213.50 SHALL BE INCLUDED WITHIN CONTRACTORS COEFFICIENT 01 32 33 PHOTOGRAPHIC DOCUMENTATION 01 32 33,50 ROUTINE DOCUMENTATION FOR CONTRACTORS RECORDS, SHALL BE INCLUDED WITHIN CONTRACTORS COEFFICIENT 01 41 26 PERMITS 01 41 26.50 ITEM 0020 WILL BE AUTHORIZED AS REQUIRED BY STATEMENT OF WORK Page 9 of 12 Rev. Jun -2010 01 45 23 TESTING AND INSPECTING SERVICES 01 45 23.50 ROUTINE TEST FOR CONTRACTORS RECORDS AND DOCUMENTATION SHALL BE WITHIN CONTRACTORS COEFFICIENT. ADDITIONAL TESTING REQUIRED BY THE CITY WILL BE BY A SEPARATE CITY CONTRACT 01 51 13 TEMPORARY UTILITIES 01 51 13.80 ALLOWAB LE AS REQUIRED BY STATEMENT OF WORK 01 5213 FIELD OFFICES AND SHEDS 01 51 13.20 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 51 13.40 NOT AUTHORIZED 01 54 09 PROTECTIVE EQUIPMENT 01 54 23.60 01 54 23.70 01 54 23.75 01 54 23.80 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 54 23 TEMPORARY SCAFFOLDING AND PLATFORMS 01 54 23.60 01 54 23.70 01 54 23/5 01 54 23.80 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 54 26 TEMPORARY SWING STAGING 01 54 26.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 54 36 EQUIPMENT MOBILIZATION 01 54 36.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 54 39 CONSTRUCTION EQUIPMENT 01 54 39.70 SHALL BE INCLUDED WITHIN CONTRACTORS COEFFICIENT 01 55 23 TEMPORARY ROADS 01 55 23.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 56 13 TEMPORARY AIR BARRIERS 01 5613.60 01 5613.90 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 56 23 TEMPORARY BARRICADES 01 56 23.10 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 56 26 TEMPORARY FENCING 01 56 26.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 56 29 TEMPORARY PROTECTIVE WALKWAYS 01 56 29.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 5813 TEMPORARY PROJECT SIGNGAGE 01 58 13.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 71 23 FIELD ENGINEERING 01 71 23.13 01 71 23.19 ONLY ALLOWABLE AS REQUIRED BY STATEMENT OF WORK, IF PERMITTED BY LAW Page 10 of 12 Rev. Jun -2010 01 7413 PROGRESS CLEANING 01 7413.20 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 91 13 COMMISSIONING RFP Attachment B 01 91 13.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK Contract Contact/Project Manager. for anv questions regarding the administration and management of this agreement send to: Graziella Mesa Project Manager Department of Engineering Services 1201 Leopard St. Corpus Christi, TX 78401 Tel: 361-826-3550 Fax: 361-826-3501 Email: graziellam@cctexas.com CONTRA 'T• - Name: Title: President Address: 2833 Holly Shad Cornus Christi, TS 78415 Tel: 361-851-8142 Fax: 361-851-8062 ATTACHMENTS to JOC MASTER AGREEMENT and to RFP No. 2014-07 Agreement for Job Order Contracting for Minor Construction, Repair, Rehabilitation, and Alteration of Facilities TABLE OF CONTENTS ATTACHMENTS Contractor's Completed Questionnaire RFP Attachment A Contractor's Completed and Signed Disclosure of Interest Form RFP Attachment B Contractor's Completed Litigation Disclosure Form RFP Attachment C Contractor's Completed Minority/Minority Business Enterprise RFP Attachment 0 Contractor's Completed Pricing Schedule Form RFP Attachment E INSURANCE REQUIREMENTS RFP Attachment F Page 11 of 12 Rev. Jun -2010 INDEMNIFICATION REQUIREMENTS RFP Attachment G Contractor's Completed Signature Page RFP Attachment H Contractor's Completed Proposal Checklist RFP Attachment I WORKER'S COMPENSATION COVERAGE RFP Attachment J ADDENDUM TO SPECIAL AND GENERAL PROVISIONS RFP Attachment K SPECIAL PROVISIONS RFP Attachment L GENERAL PROVISIONS RFP Attachment M Signed in four (4) parts at Corpus Christi, Texas on the date shown above. ATTEST City Secretary APPROVED AS TO LEGAL FORM By: Asst. City Attomey A EST: (If Corporation) eal Below) (Note: if Person signing for corporation Is not President, attach copy of authorization to sign) CITY OF CORPUS CHRISTI By: Jerry Shoemaker, P. E., Acting Director of Capital Programs CONTRACTOR Haeber - ' ng Company By: SJ=ron Budge Title: President 2833 Holly Road Corpus Christi, TX 78415 (361) 851-8142 Office (361) 851-8062 Fax Page 12 of 12 Rev. Jun -201D Job Order Contracting (JOC) for the Minor Construction, Repair Rehabilitation, and Alteration of Facilities Attachments A through M Available Upon Request JOB ORDER CONTRACT MASTER AGREEMENT THE STATE OF TEXAS § COUNTY OF NUECES § THIS AGREEMENT is entered into this the day of , 2015, by and between the CITY OF CORPUS CHRISTI, a Texas home rule municipal corporation located in the County of Nueces, State of Texas, acting through its duly authorized City Manager or designee, termed in the Contract Documents as "City," and JE Construction Services, a Company termed in the Contract Documents as "Contractor," upon these terms, performable in Nueces County, Texas: WHEREAS, the City's Department of Engineering Services issued a Request For Proposals (RFP) No. 2014-07 -- Agreement for Job Order Contracting (JOC), for the Minor Construction, Repair, Rehabilitation, and Alteration of Facilities (the "RFP") to provide Job Order Contracting Services on an on-call or as -needed basis, through individually priced job orders or job order contracts (Job Orders or JOCs) for the maintenance, repair, alteration, renovation, remediation, or construction of facilities; and WHEREAS, Contractor submitted a proposal in response to the RFP (the "Proposal") and was selected for recommendation for award; and WHEREAS, the Corpus Christi City Council authorized award of this JOC Master Agreement (the "Agreement") to Contractor on day of , 2015; and WHEREAS, the parties desire to enter into a Job Order Contract Master Agreement to set the terms and conditions the parties must follow, NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. Terms. a. Agreement. This Agreement consists of the Contract Documents, the RFP No. 2014-07, Contractor's Proposal submitted in response to RFP No. 2014-07, and this Job Order Contract Master Agreement, including all attachments and exhibits (collectively, the "Agreement"), which provides terms and conditions with which the parties agree to comply for any "Job Order Task" or "Job Order Contract" (JOC) executed between the parties under the Department of Engineering's JOC Program. b. Job Order Contract Master Agreement/(the "JOC MasterAgreement' or the "Agreement") refers to this Agreement, a competitively awarded master agreement with an undefined Statement of Work (SOW). The work is of an indefinite quantity and a recurring nature, delivered on an on-call or as needed basis, through individually priced job orders or job order contracts (JOC). The JOC Master Agreement may support a broad assortment of facilities construction work. In this Page 1 of 12 Rev. Jun -2010 Agreement, the JOC Master Agreement may also be referred to as the Agreement for Job Order Contracting, the JOC Agreement, or the Agreement. c. Job Order or Job Order Contract (JOC) as referred to in this Agreement is an individually priced job or task order, based on the Contractor's previously proposed coefficient(s) and a definitive SOW. Individual job orders are firm fixed price upon issuance. The term "job order" or "job order contract" refers to an individually priced job order based on pre -established unit prices applied to estimated quantities for a fixed lump sum price or a unit price order based on the quantities and line items delivered. In this Agreement, Job Order Contract (JOC) may also be referred to as Job Order, Job Order Task, or Task Order. d. Contract Documents. The Contract Documents for each JOC will include this Agreement, the bid proposal and instructions, the General and Special Provisions and Requirements for Municipal Construction Contracts of the City of Corpus Christi, plans and specifications, including all maps, plats, blueprints, and other drawings, any Performance and Payment bonds, addenda, the Contractor's Proposal to RFP No. 2014-07, the JOC Master Agreement, and related documents which shall be made a part of each JOC, all of which will constitute the contract for each project or JOC. 2. General Scope of JOC. a. The City has awarded or will award one or more JOC Master Agreements or JOC Agreements. The type of work to be supported is for the maintenance, repair, alteration, renovation, remediation, or construction of facilities. The work is of a recurring nature but the delivery times are quantities are indefinite. b. JOCs apply to facilities work. The JOC Master Agreement and any individual JOC applies only to a facility that is a building, or a structure or land, whether improved or unimproved, that is associated with a building. The JOC does not apply to a highway, road, street, bridge, utility, wharf, dock, airport runway or taxiway, drainage, or related type of project associated with civil engineering construction. The City currently owns approximately 1200 properties that require a variety of minor construction, repair, rehabilitation, or alteration services, including but not limited to services for construction in three (3) areas: general mechanical/electrical/plumbing (MEP); and roofing. c. Minor construction may include new office construction (as well as demolition) to completing a new floor plan, etc. d. Repair is defined as work that involves the reparation of a broken system, component, or sub -component of a building such as doors, electrical outlets, plumbing, flooring, sheetrock, and/or air conditioning systems, etc. Page 2 of 12 Rev Jun -2010 e. Rehabilitation is defined as work that involves the restoration of an office, floor, system or component of a system in order to restore functionality. Alteration is defined as work that involves extending a wall, upgrading lighting fixtures, installing a door where one did not exist, replacing flooring, etc. 3. Scope and Duty of Contractor. a. For each JOC, the Contractor shall construct and complete the improvements according to the Plans and Specifications in a good and workmanlike manner for the prices and conditions set out in the Contractor's bid proposal and as provided under the JOC. b. Contractor shall supply at its expense such materials, services, labor and insurance as required by the Contract Documents, including overseeing the entire job. c. Contractor shall be responsible for providing all labor, material, tools, instruments, supplies, equipment, transportation, mobilization, insurance, subcontracts, bonds, supervision, management, reports, incidentals, and quality control necessary to complete work for the minor construction, repair, rehabilitation and alteration of city facilities. 4. Time Limit for Bid Proposals Requested. There will be limited time from the time the City first contacts the Contractor and "assigns" the project to the time the City issues an authorization to begin work. The Contractor shall submit its Proposal as soon as possible, but not later than ten (1 0) calendar days after the City's request for that the Contractor investigate, plan, and submit an estimate and schedule (a proposal) for a given job order. Failure to comply with the Time Limit for Bid Proposals Requested is a breach of contract, under both this Agreement and under each JOC executed pursuant to the this Agreement. 5. Contractual unit prices. The City establishes contractual unit prices for job order contracts by specifying the R.S. Means Cost Data Books and certain applicable divisions or line items listed and more fully described in Section III.A of the RFP. 6. Coefficients or multipliers. The Contractor's proposed two (2) coefficients or multipliers are to be applied to the price book or prepriced work items as the price proposal. Coefficients or multipliers are more fully described in Section III.A of the RFP. 7. Compensation to Contractor. City shall pay Contractor in current funds for performance of each Job Order Contract in accordance with both this Agreement and the JOC, as the work progresses. 8. Maximum aggregate price. The maximum aggregate price for work over any one year of this Agreement's term is two million dollars. Page 3 of 12 Rev. Jun -2010 9. No guaranteed minimum. This JOC Master Agreement provides for no guaranteed minimum amount of job orders, no amount of work, and no dollar amount. Term. The Term of this Agreement is for a base term of two (2) years with the option to renew annually on an administrative basis for not more than three (3) additional years. The City Manager or designee (Director of Engineering Services) shall have the option to renew the agreement annually for not more than three additional years. The option to renew will be exercised administratively. 10. Performance and payment bonds required. The Contractor shall provide performance and payment bonds (1) if required by law, based on the amount or estimated amount of any job order; or (2) if otherwise required by the City regardless of the estimated amount of a job order. At a minimum, the JOC Contractor will be required to provide a payment bond on all job orders that exceed $25,000 and a performance bond on all job orders that exceed $100,000. 11. JOC Specific Requirements. a. With the exception of emergencies, any work required by the City shall be ordered through the issuance of a formal written Job Order Contract or JOC containing the approved Job Order Proposal along with a City Issued Purchase Order. b. Job Order Proposals are to be submitted to the City at no additional cost. The RFP resulted in multiple awards for multiple JOC Agreements, and the City may elect, at its own discretion, to solicit JOC Proposals from one or more of the awarded JOC Contractors depending upon the estimated value and/or complexity of the proposed project. Determination to solicit multiple proposals or from only one awarded JOC Contractor shall be on a case by case basis, as deemed in the best interest of the City. c. Upon review of the Job Order Proposal(s), the City shall have the right to reject all proposals, cancel a proposed project or elect to perform work utilizing city personnel. The City shall not be responsible for payment or costs incurred by the awarded contractors for the preparation and submission of a Job Order Proposal regardless of project outcome. d. In the event that design services, construction drawings and/or plans are required, the City shall obtain these services from city resources or from a third - party consultant. The Contractor will not be permitted to contract with or hire consultants. e. The Unit Price Book(s) shall serve as a basis for establishing the value of work to be performed. The Contractor's Job Order Proposal shall be submitted to the City as negotiated under this JOC Master Agreement, as submitted in accordance with the Contractor's Proposal, Exhibit E. Page 4 of 12 Rev. Jun -2010 12. Scheduling of Work a. The first day of performance shall be the effective date specified in the Job Order Contract. Any preliminary work started, materials ordered or purchased prior to receipt of the City's Purchase order shall be at the Contractor's risk and expense. b. The Contractor shall meticulously prosecute the Work to completion with the time set forth in the Job Order. c. The period of performance shall include allowance for mobilization; holidays; weekend days; inclement weather; cleanup and project acceptance procedures. d. When the Contractor considers the Work to be complete and ready for its intended use, the Contractor shall notify the Director of Engineering Services or designee. The City shall inspect the Work to determine the status for completion. The contractor shall proceed promptly to complete or correct items listed. e. Contractor shall endure that the purchase, delivery and storage of materials and equipment shall be made without interference to the City operations and personnel. f. The Contractor shall be responsible for removing furniture and/or portable office equipment from the immediate work area as well as replacing to its original location upon work completion. In the event that said items cannot be replaced within its original location, the City shall designate alternate locations(s) for placement. g. The Contractor shall take all necessary precautions to ensure that no damage shall result from operations to private of public property. All damages must be repaired or replaced by the Contractor at no additional cost to the City. The Contractor shall also be responsible for providing all necessary traffic control, to include but not limited to street blockages, traffic cones, flagmen, etc., as required for each Job Order. Proposed traffic control methods must be submitted to the City for approval prior to the commencement of work. h. The Contractor shall be responsible for obtaining all required permits applicable to performance under any single order placed against this contract. The City shall be responsible for the cost of any and all City permits. i. The Contractor shall allow authorized City personnel to inspect and audit any books, documents, papers, data and records relating to performance throughout the term of said JOC Agreement. The City reserves the right to audit and/or examine such records at any time during the progress of this Agreement and shall withhold payment if such documentation is found by the City to be incomplete or erroneous. Page 5 of 12 Rev. Jun -2010 13. Contractor's Project General Manager. The Contractor's Project General Manager shall be knowledgeable in multiple disciplines including electrical, mechanical, HVAC, paving, landscaping, painting, roofing and plumbing. 14. Safety Plan. The Contractor may be required to submit to the City for approval, a Safety Plan within fifteen (15) calendar days after Award of Agreement. Said plan must address all aspects of the Contractor's safety procedures including responsibility for OSHA compliance, drug testing, trend analysis, corrective action and interface with City inspectors. 15. Warranty of Construction. The Contractor shall warrant that work performed conforms to the Job Order requirements and is free of any defect in equipment, material or design furnished, or workmanship performed by the contractor of any of its subcontractors or suppliers at any tier. All work provided by the Contractor shall be warranted for a minimum period of one (1) year from the date of final acceptance of the Work. Equipment warranties shall be as required under the Statement of Work. 16. Training. Upon execution of this Agreement, the Contractor shall make arrangements and provisions to conduct a minimum of two (2) training classes for City staff to include but not limited to the JOC Process, explanation and use of the specific R.S. Means Cost Data Book, Cost Index, and the Unit Price Book, at no additional cost to the City. 17. "Green Building" Program." In an effort to conserve resources as well as preserve our environment, the City is in the process of developing a program to support a "Green Building" policy for all new city -owned and funded facilities. A "green building", also known as a high performance building, shall include a structure or facility that is designed, build, renovated, and operated in a resource -efficient and healthful manner. Green buildings are designed to meet certain objectives such as: conserve energy and water, use renewable, recyclable or reclaimed materials, protect occupant health, optimize use of local and regional resources, and reduce the overall impact of that new structure to the environment. The program initiatives for a "Green Building" policy may include the following: a. All new buildings and major renovations constructed by the City of Corpus Christi or its contractors and funded directly by the City of Corpus Christi shall be designed and constructed with economical and technically feasible green building components. b. The City of Corpus Christi shall focus this green building policy in an effort to meet the requirements of the Texas Emissions Reduction Plan, specifically Chapter 388. Section 388.005 of the Texas Health and Safety Code, which states that certain political subdivisions should: (a) implement all cost effective "energy efficiency measures" in order to reduce electric consumption by the existing facilities, (b) establish a goal to reduce electric consumption by its facilities of five (5%) percent each year for five years, and (c) annually report to State Energy Conservation Office (SECO) its efforts and progress in reduction of electricity. Page 6 of 12 Rev. Jun -2010 c. City staff will develop a green building program for the city facilities targeted in this policy. This green building program will describe the standards of the green building components, including standards for energy efficiency, renew -able materials, water conservation, air flow, and site location. This program shall also describe the target buildings, exemptions, and methods to achieve the goals of this policy. The development of this plan will include an evaluation of the AIA "2020 Challenge," the U.S. Green Building Council's Leadership in Energy and Environmental Design (LEED), and the Environmental Protection Agency's Energy Star Program. Feasible components of these programs will be incorporated into this plan. A review of the accomplishments made under this plan shall be reported to City Council annually. d. All maintenance practices performed by the City of Corpus Christi shall incorporate energy efficiency and green building practices, as reasonably possible. 18. Worker's Compensation Coverage. Texas law requires that contractors, subcontractors and others must be covered under Worker's Compensation insurance, authorized self-insurance or a worker's compensation coverage agreement. Throughout this Agreement such coverage must be provided. Contractor shall comply with the Insurance Requirements for Worker's Compensation Coverage as described and shown in the Notice to Contractors Attachment J. 19. Insurance. Contractor shall comply with the Insurance Requirements as described and shown in Attachment F. 20. Indemnification. Contractor shall fully indemnify and save harmless the City of Corpus Christi, its officers, agents and employees, as required in Attachment G. 21. Independent Contractor. Contractor, it and all persons designated by it to provide services in connection with this Agreement or any JOC executed pursuant to this Agreement is, (are) and shall be deemed to be independent contractor(s), responsible for its (their) respective acts or omissions, and that City shall in no way be responsible for Contractor's actions, and that none of the parties hereto will have authority to bind the others or to hold out to third parties, that is has such authority. 22. Governing Law and Venue. This Agreement shall be construed and interpreted in accordance with the laws of the State of Texas, and venue of any litigation hereunder shall be in a court of competent jurisdiction sitting in Nueces County, Texas. 23. Survivability. The unenforceability, invalidity or illegality of any provisions of this Agreement shall not render the other provisions unenforceable, invalid or illegal, but the parties shall negotiate as to the effect of said unenforceability, invalidity or illegality on the rights and obligations of the parties. Page 7 of 12 Rev Jun -2010 24. Captions. The captions, titles and headings in this Agreement are merely for the convenience of the parties and shall neither iimlt nor amplify the provisions of the Agreement itself. 25. Notices to be given by either party to the other relative to this Agreement shall be in writing. Both parties agree that any such notice shall be effective when personally delivered or deposited, postage paid, in the U.S. Mail addressed by certified mail, retum receipt request, as follows: CITY: for legal notices send to: City of Corpus Christi Veronica Ocanas, Assistant City Attorney City Attorney's Office P.O. Box 9277 Corpus Christi, TX 78469-9277 Tel: 361-826-3375 Fax: 361-826-3239 for any questions regarding the administration and management of this agreement send to: Graziella Mesa Project Manager Department of Engineering Services 1201 Leopard St. Corpus Christi, TX 78401 Tel: 361-826-3550 Fax: 361-826-3501 Email: graziellam@cctexas.com CONTRACTOR: Name: 60_1~7 p /c77E Title: VA Address: //3D9 Lccn,rn,a Sr. unr�? E Conpws Ci,z,s,-7, rg 78 o Te!: (3& 933-c5O/ 6,1 && 1 Asa - if za z Page 8 of 12 Rev. Jun -2010 26. TABLE RE DIVISION 01 DIVISION 01 Page 9 of 12 Rev. Jun -2010 01 11 31 Professional Consultants 01 11 31.10 01 11 31.30 ONLY ALLOWABLE AS REQUIRED BY STATEMENT OF WORK IF PERMITTED BY LAW 01 11 31.20 01 11 31.50 01 11 31.75 NOT AUTHORIZED 02 21 16 CONTINGENCY ALLOWANCE 01 21 16.50 NOT AUTHORIZED 01 21 55 JOB CONDITION ALLOWANCE 01 21 55.50 NOT AUTHORIZED 02 21 57 OVERTIME ALLOWANCE 01 21 57.50 ONLY ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 21 61 COST INDEX 01 21 61.10 01 21 61.30 01 21 61.50 AVERAGE 01 21 63 TAXES 01 21 63.10 SHALL BE INCLUDED WITHIN CONTRACTORS COEFFICIENT 01 31 13 PROJECT COORDINATION 01 31 13.20 01 31.13.30 01 31.13.40 01 31 13.60 01 31 13.80 SHALL BE INCLUDED WITHIN CONTRACTORS COEFFICIENT 01 31 13.50 NO AUTHORIZATION 01 31 13.90 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 3213 SCHEDULING OF WORK 01 3213.50 SHALL BE INCLUDED WITHIN CONTRACTORS COEFFICIENT 01 32 33 PHOTOGRAPHIC DOCUMENTATION 01 32 33.50 ROUTINE DOCUMENTATION FOR CONTRACTORS RECORDS, SHALL BE INCLUDED WITHIN CONTRACTORS COEFFICIENT 01 41 26 PERMITS r 01 41 26.50 ITEM 0020 WILL BE AUTHORIZED AS REQUIRED BY STATEMENT OF WORK Page 9 of 12 Rev. Jun -2010 01 45 23 TESTING AND INSPECTING SERVICES 01 45 23.50 ROUTINE TEST FOR CONTRACTORS RECORDS AND DOCUMENTATION SHALL BE WITHIN CONTRACTORS COEFFICIENT. ADDITIONAL TESTING REQUIRED BY THE CITY WILL BE BY A SEPARATE CITY CONTRACT 01 51 13 TEMPORARY UTILITIES 01 51 13.80 ALLOWAB LEAS REQUIRED BY STATEMENT OF WORK 01 5213 FIELD OFFICES AND SHEDS 01 51 13.20 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 51 13.40 NOT AUTHORIZED 01 54 09 PROTECTIVE EQUIPMENT 01 54 23.60 01 54 23.70 01 54 23.75 01 54 23.80 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 54 23 TEMPORARY SCAFFOLDING AND PLATFORMS 01 54 23.60 01 54 23.70 01 54 23.75 01 54 23.80 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 54 26 TEMPORARY SWING STAGING 01 54 26.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 54 36 EQUIPMENT MOBILIZATION 01 54 36.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 54 39 CONSTRUCTION EQUIPMENT 01 54 39.70 SHALL BE INCLUDED WITHIN CONTRACTORS COEFFICIENT 01 55 23 TEMPORARY ROADS 01 55 23.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 56 13 TEMPORARY AIR BARRIERS 01 56 13.60 01 5613.90 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 56 23 TEMPORARY BARRICADES 01 56 23.10 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 56 26 TEMPORARY FENCING 01 56 26.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 56 29 TEMPORARY PROTECTIVE WALKWAYS 01 56 29.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 5813 TEMPORARY PROJECT SIGNGAGE 01 58 13.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 71 23 FIELD ENGINEERING 01 71 23.13 01 71 23.19 ONLY ALLOWABLE AS REQUIRED BY STATEMENT OF WORK, IF PERMITTED BY LAW Page 10 of 12 Rev Jun -2010 M 1 11 1I 1.9 PEI Pol 01 7413 PROGRESS CLEANING ATTACHMENTS Contractor's Completed Questionnaire 01 7413.20 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 91 13 COMMISSIONING RFP Attachment C Contractor's Completed Minority/Minority Business Enterprise RFP Attachment D 01 91 13.50 I ALLOWABLE AS REQUIRED BY L STATEMENT OF WORK Contract Contact/Project Manager. for any questions reaardinq the administration and management of this agreement send to: Graziella Mesa Project Manager Department of Engineering Services 1201 Leopard St. Corpus Christi, TX 78401 Te!: 361-826-3550 Fax: 361-826-3501 Email: graziellam@cctexas.com CONTRACTOR: Name: Gsi rr j »j77 Title: rip Address: 11349 Leven vnv/ r F (Pap u5 LRly ST7)1- Tel: 933- oso/ Fax. (moi) 752- y/ OZ ATTACHMENTS to JOC MASTER AGREEMENT and to RFP No. 2014-07 Agreement for Job Order Contracting for Minor Construction, Repair, Rehabilitation, and Alteration of Facilities TABLE OF CONTENTS ATTACHMENTS Contractor's Completed Questionnaire RFP Attachment A Contractor's Completed and Signed Disclosure of Interest Form RFP Attachment B Contractor's Completed Litigation Disclosure Form RFP Attachment C Contractor's Completed Minority/Minority Business Enterprise RFP Attachment D Contractor's Completed Pricing Schedule Form RFP Attachment E INSURANCE REQUIREMENTS RFP Attachment F Page 11 of 12 Rev. Jun -2010 Pot 1.4 rig INDEMNIFICATION REQUIREMENTS RFP Attachment G Contractor's Completed Signature Page RFP Attachment H Contractor's Completed Proposal Checklist RFP Attachment I • WORKER'S COMPENSATION COVERAGE RFP Attachment J ADDENDUM TO SPECIAL AND GENERAL PROVISIONS RFP Attachment K SPECIAL PROVISIONS RFP Attachment L • GENERAL PROVISIONS RFP Attachment M Signed in four (4) parts at Corpus Christi, Texas on the date shown above. ATTEST City Secretary APPROVED AS TO LEGAL FORM By: Asst. City Attorney ATTEST: (If Corporation) (Seal Below) (Note: if Person signing for corporation is not President, attach copy of authorization to sign) CITY OF CORPUS CHRISTI By: Jerry Shoemaker, P. E., Acting Director of Capital Programs CONTRACTOR JE Construction Services By: Title: W 11309 Leopard Street, Unit E Corpus Christi, TX 78410 (361) 933-0501 Office (361) 752-4202 Fax Page 12 of 12 Rev. Jun -2010 Job Order Contracting (JOC) for the Minor Construction, Repair, Rehabilitation, and Alteration of Facilities Attachments A through M Available Upon Request AGENDA MEMORANDUM Future Item for the City Council Meeting of February 10, 2015 Action Item for the City Council Meeting of February 17, 2015 DATE: TO: January 23, 2015 Ronald L. Olson, City Manager THRU: Gustavo Gonzalez, P.E., Assistant City Manager, Public Works and Utilities GustavoGo@cctexas.com (361) 826-3897 FROM: Valerie H. Gray, P.E., Executive Director, Public Works ValerieG@cctexas.com (361) 826-3729 Mark Van Vleck, P.E., Executive Director, Utilities MarkVV@cctexas.com (361) 826-1874 Engineering Contract Wastewater Permit Assistance CAPTION: Motion authorizing the City Manager or designee to execute Amendment No. 2 to the engineering support services contract with RPS of Austin, Texas in the amount of $100,000 for a total restated fee not to exceed $218,500 for Wastewater Permit Assistance. PURPOSE: The purpose of this agenda item is to obtain authority to execute Amendment No. 2 to the RPS support services contract for Wastewater Permit Assistance. BACKGROUND AND FINDINGS: The City Utilities Department has been in the process of renewing or amending wastewater discharge permits as part of its business treatment plant operations. In 2012, the City awarded RPS an original contract to provide Wastewater Permit Assistance services for the City's six (6) wastewater treatment plants, and since then RPS has been working in close cooperation with City staff to coordinate with the Texas Commission on Environmental Quality (TCEQ) regularly about permit issues. This amendment contract will authorize RPS to provide continuous services and additional work that are necessary to complete the permitting process, including the following tasks for the City: 1. Collect, research, prepare and submit the permit renewal for the Laguna Madre Wastewater Plant; and 2. Continued permitting and model support for the Oso Water Reclamation Plant. This project will be completed on a Time and Materials basis by work orders defined by the City. RPS was selected to perform this work based on selection through RFQ No. 2011-05. ALTERNATIVES: 1. Authorize the execution of the engineering contract amendment. 2. Do not authorize the execution of the engineering contract amendment. (Not Recommended) OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Conforms to City Fiscal Policy EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Utilities Department FINANCIAL IMPACT: ® Operating ❑ Revenue Capital ❑ Not applicable Fiscal Year 2014-2015 Project to Date Expenditures Current Year Future Years TOTALS Line Item Budget $143,500.00 $113,394.00 $256,894.00 Encumbered / Expended Amount $143,500.00 $143,500.00 This Item $100,000.00 $100,000.00 Future Anticipated Expenditures This Project $13,394.00 $13,394.00 BALANCE $0.00 $0.00 $0.00 Fund(s): Wastewater Operating Comments: This project requires approximately 365 calendar days with anticipated completion February 2016. The contract will result in the expenditure of an amount not to exceed $100,000. RECOMMENDATION: City Staff recommends approval of Amendment No. 2 to the engineering support services contract with RPS of Austin, Texas in the amount of $100,000 for a total restated fee not to exceed $218,500 for Wastewater Permit Assistance. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Contract Presentation PROJECT BUDGET WASTEWATER PERMIT ASSISTANCE FUNDS AVAILABLE: Wastewater Operating $256,894 FUNDS REQUIRED: Engineer Fees: *Engineer (RPS) Original $70,000 **Engineer (RPS) Amendment No. 1 $48,500 Engineer (RPS) Amendment No. 2 THIS CONTRACT $100,000 Engineer (Alan Plummer Associates) $25,000 Reimbursements: Administration/Finance (Capital Programs/Capital Budget/Finance) $4,262 Engineering Services (Project Mgmt) $7,914 Misc $1,218 TOTAL $256,894 PROJECT BUDGET BALANCE *Original contract approved by City Council on October 16, 2012 by Motion No. M2012-181 **Amendment No. 1 administratively approved on November 11, 2013 $0 Note: City -Wide Project PROJECT # E12151 LOCATION MAP NOT TO SCALE w Wastewater Permit Assistance CITY COUNCIL EXHIBIT oblk CITY OF CORPUS CHRISTI, TEXAS DEPARMENT OF CAPITAL PROGRAMS PAGE 1 OF 1 CITY OF CORPUS CHRISTI CONTRACT FOR PROFESSIONAL SERVICES AMENDMENT NO. 2 The City of Corpus Christi, Texas hereinafter called "CITY", and RPS hereinafter called "ENGINEER," agree to the following amendment to the Contract for Professional Services for Wastewater Permit Assistance (Proiect No. E12151), as authorized and amended by: Original Agreement October 16, 2012 Motion No. M2012-181 $70,000.00 Amendment No. 1 November 11, 2013 Administrative Approval $48,500.00 Exhibit "A", Section I. Scope of Services shall be amended as specified in the attached Amendment No. 2 Exhibit "A". Exhibit "A", Section III. Fees shall be amended as specified in the attached Amendment No. 2 Exhibit "A" Summary of Fees, for a revised fee not to exceed $100.000.00 (One Hundred Thousand Dollars and Zero Cents), for a total restated fee not to exceed $218,500.00 (Two Hundred Eighteen Thousand Five Hundred Dollars and Zero Cents). Monthly invoices shall be submitted in accordance with Exhibit "B". All other terms and conditions of the October 16, 2012 contract between the City and Engineer, and any amendments to that contract, which are not specifically addressed herein shall remain in full force and effect. CITY OF CORPUS CHRISTI RPS (*ALL 1/97; Director, Capital Programs Date an Reis, .E. Date 4801 Sout west Parkway, Parkway 2, Suite150 Austin, Texas 78735 (512) 326-5659 Office RECOMMENDED (512) 326-5723 Fax Operating Department Date APPROVED AS TO LEGAL FORM Assistant City Attorney Date for City Attorney APPROVED Office of Management Date and Budget AMEND. NO. 2 Page 1 of 2 KIENGINEERING DATAEXCHANGEUENNIFERIWASTEWATERIE12151 WASTEWATER PERMIT ASSISTANCEIRPS ESPEYIAMENDMENT NO.2ICONTRACTCONTRACT.DOCX ATTEST Rebecca Huerta, City Secretary Project No: E12151 Accounting Unit: 4200-33000-064 Account: 530000 Activity: E12151014200EXP Account Category: 30000 Fund Name: Wastewater Operating AMEND. NO. 2 Page 2 of 2 K:\ENGINEERING DATAEXCHANGE\JENNIFER\WASTEWATER\E12151 WASTEWATER PERMIT ASSISTANCE\RPS ESPEY\AMENDMENT NO. 2\CONTRACT\CONTRACT.DOCX RPS 4801 Southwest Parkway, Parkway 2, Suite 150, Austin, Texas 78735, USA T +1 512 326 5659 F +1 512 326 5723 W www.rpsgroup.com January 5, 2015 Mr. Jerry Shoemaker, P.E. Lead Project Manager of Capital Programs City of Corpus Christi 1201 Leopard Street Corpus Christi, TX 78401 Re: Wastewater Permit Assistance — Amendment Corpus Christi Contract #E12151 / RPS #12071.00 Dear Mr. Shoemaker, I am following up on the July 8, 2014 conversation between City (Brian Butchser) and RPS staff (David Harkins and Ernest To) and our previous September 30, 2014 written request regarding our wastewater permitting contract with the City. As you know, we have been working on several projects in the permitting process under this contract. As such we have been utilizing our budget. We have additional work that is necessary to complete the permitting processes, including the following tasks for the City: • Collect, research, prepare, and submit the permit renewal for the Laguna Madre Wastewater Plant (Due September 2014); • Preparation and submittal of permit renewal for Allison Wastewater plant, responding to TCEQ RFI's, staff technical questions; • Continued permitting support for the Oso Water Reclamation Rant (OWRP). This will include permitting support efforts for the OWRP, including: a. addressing proposed permit standards using the model as a tool to evaluate impacts on water quality in Oso Bay; b. Addressing proposed DO standards using the model for evaluation of alternative scenarios necessary for permitting; c. Participation in meetings with City staff and the TCEQ on permit renewal for the OWRP, meetings with local stakeholders, and meetings with the EPA to discuss current and proposed DO standards in Oso Bay; d. Engagement and response to studies related to Oso Bay to support the present OWRP permitting effort; e. Support the review of the data and Oso Bay model by the EPA. Will you please add an additional $100,000 to our wastewater contract? The contract number is Corpus Christi Contract #E12151. To date, $118,500 has been previously authorized for this effort, and with the additional $100,000 the total authorized budget would total $218,500, which is within the original $350,000 budget originally allocated for this effort. Below is a breakdown of these elements, along with an associated estimated cost for each element (recall that we are continuing to work at the City's request although the initial budget has now been expended). The extent to which these elements are prosecuted will largely P:iActivei12071.00 Corpus Christi WW PermitlCorrespondencelWW Permitting Adrift! Funds 20150105.docx AMEND. NO. 2 EXHIBIT "A" Pas e1of3 depend upon the permitting process with TCEQ, including negotiations with TCEQ and EPA staff. Task Number Description Budget 1 Collect, research, prepare, and submit the permit renewal for the Laguna Madre Wastewater Plant $45,000 2 Preparation and submittal of permit renewal for Allison Wastewater plant, responding to TCEQ RFI's, staff technical questions $10,000 3 Continued permitting and model support for the Oso Water Reclamation Plant (OWRP) $45,000 TOTAL $100,000 Fees A. This is a Time and Materials Contract with budget cap $100,000 for professional services in FY 2014-2015. The Consultant's service fee is based on the hourly rates and actual hours spent on the assigned tasks. B. Monthly Invoice The monthly invoiced payment to the Consultant is based on actual working hours and associated expenses as well as the hourly rates. The City's Project Manager from the Operating Department is responsible for assigning tasks to the Consultant and approving daily/weekly/monthly hours. The Consultant is required to submit a detailed and approved man -hourly breakdown accompanying with monthly invoice paper work to the Capital Programs Department of City Corpus Christi for monthly payment. Attached is the RPS hourly rate schedule. Please also be aware that in our current scope of work in our contract with the City (E12151, as amended) states: "The Espey team will utilize its strong treatment, water quality and regulatory expertise to assist the City of Corpus Christi (City) in the wastewater permitting process. The Espey team will work in close cooperation with the City staff to understand its goals and will coordinate with the [TCEQ] regularly about permit issues. The Espey team will also provide assistance on addressing regulatory issues, rule changes, enforcement letters and on the decommissioning of plant operations." As such, other potential wastewater permitting issues may develop, as the City investigates regionalization and responds to TCEQ and EPA as various other City wastewater initiatives progress. Working with City staff, we are continuing to identify these issues as they develop, and it is our intent to utilize the above budget to support the City in this regard, per the scope of our contract. 2 AMEND. NO. 2 EXHIBIT "A" Page 2 of 3 Please let me know if you need more detail or additional documentation. Thank you for your time in this matter. Sincerely, Tony L. Smith, P.E. Manager — Water Resources RPS 3 AMEND. NO. 2 EXHIBIT "A" Page 3 of 3 Basic Services: Preliminary Phase Design Phase Bid Phase Construction Phase Subtotal Basic Services Additional Services: Permitting Warranty Phase Inspection Platting Survey 0 & M Manuals SCADA Subtotal Additional Services Summary of Fees Basic Services Fees Additional Services Fees Total of Fees COMPLETE PROJECT NAME Project No. XXXX Invoice No. 12345 Invoice Date: Sample form for. Payment Request Revised 07/27/00 Total Amount Previous Total Percent Contract Amd No. 1 Amd No. 2 Contract Invoiced Invoice Invoice Complete $1,000 $0 $0 $1,000 $0 $1,000 $1,000 100% 2,000 1,000 0 3,000 1,000 500 1,500 50% 500 0 250 750 0 0 0 0% 2,500 0 1,000 3,500 0 0 0 0% $6,000 $1,000 $1,250 $8,250 $750 $1,500 $2,500 30% $2,000 $0 $0 $2,000 $500 $0 $500 25% 0 1,120 0 1,120 0 0 0 0% 0 0 1,627 1,627 0 0 0 0% TBD TBD TBD TBD TBD TBD TBD 0% TBD TBD TBD TBD TBD TBD TBD 0% TBD TBD TBD TBD TBD TBD TBD 0% $2,000 $1,120 $1,627 $4,747 $500 $0 $500 11% $6,000 $1,000 $1,250 $8,250 $750 $1,500 $2,500 30% 2,000 1,120 1,627 4,747 500 0 500 11% $8,000 $2,120 $2,877 $12,997 $1,250 $1,500 $3,000 23% SUPPLIER NUMBER TO BE ASSIGNED BY CITY PURCHASING DIVISION V`~ CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST Co of Christi City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with `NA". See reverse side for Filing Requirements, Certifications and definitions. COMPANY NAME: RPS P. O. BOX: STREET ADDRESS: 4801 SW Pkwy, Pkwy 2, Ste 150 CITY: Austin ZIP: 78735 FIRM IS: 1. Corporation 3 4. Association 2. Partnership 5. Other B 3. Sole Owner ❑ DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each `employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm.' Name Job Title and City Department (if known) Qk 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Title 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Board, Commission or Committee rl.ove__ 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Consultant FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof, you shall disclose that fact in a signed writing to the City official, employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349 (d)] CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: Brian Reis, P.E. Title: p (Type or Print) Signature of Certifying Person: ;€ Date: (V) DEFINITIONS a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi, Texas. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. `Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part-time basis, but not as an independent contractor. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements." g. "Consultant." Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. Wastewater Permit Assistance Corpus Chr°sti Capital Programs Council Presentation February 10, 2015 Project Scope (&4 Corpus Chr sti Capital Programs City -Wide Project PROJECT #: E12151 Project Schedule Corpus Chr sti Capital Programs 2015 2016 Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Fe b Contract Services Project Estimate: 365 Calendar Days 12 Months Projected Schedule reflects City Council award in February 2015 *Original contract approved by City Council on October 16, 2012 by Motion No. M2012-181 Project Budget c.,&4 Corpus Chr sti Capital Programs FUNDS AVAILABLE: Wastewater Operating. FUNDS REQUIRED: Engineer Fees: *Engineer (RPS) Original **Engineer (RPS) Amendment No. 1 Engineer (RPS) Amendment No. 2 THIS CONTRACT Engi neer (Alan Plummer Associates). Reimbursements. TOTAL PROJECT BUDGET BALANCE $256,894 $70,000 $48,500 $100,000 $25,000 $13,394 $256,894 $0 **Amendment No. 1 administratively approved on November 11, 2013 AGENDA MEMORANDUM Future item for the City Council Meeting of February 10, 2015 Action item for the City Council Meeting of February 17, 2015 DATE: January 27, 2015 TO: Ronald L. Olson, City Manager THRU: Gustavo Gonzalez, P. E., Assistant City Manager of Public Works and Utilities gustavogo@cctexas.com (361) 826-3897 Valerie H. Gray, P. E., Executive Director of Public Works valerieg@cctexas.com (361) 826-3729 FROM: Jerry Shoemaker, P. E., jerryS2@cctexas.com (361) 826-3516 CAPTION: Bill Mahaffey, P. E., Assistant Director of Maintenance Lines billm@cctexas.com (361) 826-1801 Engineering Design Amendment No. 1 La Volla Creek Drainage Channel Excavation Motion authorizing the City Manager, or designee, to execute Amendment No. 1 to a Contract for Professional Services with Urban Engineering of Corpus Christi, Texas in the amount of $197,646.00, for a re -stated fee not to exceed $335,646.00 for the La Volla Creek Drainage Channel Excavation Project. PURPOSE: The purpose of this Agenda Item is to obtain authority to execute Amendment No. 1 with Urban Engineering, for La Volla Creek Drainage Channel Excavation Project. BACKGROUND AND FINDINGS: This project will involve the improvement of La Volla Creek that crosses SH 357 or Saratoga Boulevard. The project will provide 100 -year capacity for conveyance to the Oso Creek. Phase 1 Channel improvements include the removal of vegetation from the channel North of Saratoga Boulevard and channel widening South of Saratoga Boulevard. K:\ENGINEERING\LEGISTAR\6 - FEBRUARY 10, 2015\LA VOLLA CREEK\AGENDA MEMO LAVOLLA CREEK.DOCX ALTERNATIVES: 1. Authorize execution of Amendment No. 1. 2. Do not authorize execution of Amendment No. 1. (Not Recommended) OTHER CONSIDERATIONS: CONFORMITY TO CITY POLICY & LAW: Complies with statutory requirements for architectural and engineering contracts. Conforms to FY 2014- 2015 Storm Water Capital Improvement Planning (CIP) Budget. EMERGENCY / NON -EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Utilities Department FINANCIAL IMPACT. Fiscal Year 2014-2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Budget $205,200.00 $3,200,000.00 $0.00 $3,405,200.00 Encumbered / Expended Amount $205,200.00 $0.00 $0.00 $205,200.00 This item $0.00 $197,646.00 $0.00 $197,646.00 Future Anticipated Expenditures This Project $0.00 $2,270,805.00 $0.00 $2,270,805.00 BALANCE $0.00 $731,549.00 $0.00 $731,549.00 Fund(s): Storm Water 05 RECOMMENDATION: City staff recommends execution of Amendment No. 1 with Urban Engineering $197,646.00 for the La Volta Creek Drainage Channel Excavation Project. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Presentation K:\ENGINEERING\LEGISTAR\6 - FEBRUARY 10, 2015\LA VOLLA CREEK\AGENDA MEMO LAVOLLA CREEK.DOCX PROJECT BUDGET ESTIMATE LA VOLLA CREEK DRAINAGE CHANNEL EXCAVATION Project No. E10200 FUNDS AVAILABLE: Storm Water CIP $ 3,405,200 FUNDS REQUIRED: Construction (Base Bid) (estimate) 1,845,500 Contingency (10%) 184,550 Design Fees: *Engineer (Urban Engineering) 138,000 Engineer (Urban Engineering) Amendment No. 1 197,646 Materials Testing (TBD) - Estimated Allowance 42,565 Engineering Services (Constr Mgt) 119,182 Reimbursements 146,208 TOTAL 2,673,651 ESTIMATED PROJECT BUDGET BALANCE $ 731,549 *Original contract approved by City Council by Motion M2012-003 on January 10, 2012 Remaining project budget to be used for future project phases Project Location PROJECT # E10200 LaVolla Creek Drainage Channel Excavation CITY COUNCIL EXHIBIT 01.19",14 CITY OF CORPUS CHRISTI, TEXAS DEPARMENT OF CAPITAL PROGRAMS PAGE 1 OF 1 Corpus Chr sti Capital Programs La Volla Creek Drainage Channel Excavation Council Presentation February 10, 2015 Project Scope Carpus Chr sti Capital Programs 771 71 Proiject Locat4an PROJECT #: E10200 Base Bid includes: • Removal of vegetation from the channel North of Saratoga Boulevard. • Channel widening South of Saratoga Boulevard. Project Schedule Carpus Chr sti Capital Programs 2015 2016 Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Design Bid Construction Project Estimate: 270 Calendar Days Al 9 Months Project Budget us Chr sti dicIA0 Corp Capital Programs FUNDS AVAILABLE: Storm Water CIP $ 3,405,200 FUNDS REQUIRED: Construction (Base Bid) (estimate) ................................................................... 1,845,500 Contingency (10%) . 184,550 Design Fees: *Engi neer (Urban Engineering) . 138,000 Engineer (Urban Engineering) Amendment No. 1 197,646 Materials Testing (TBD) - Estimated Allowance 42,565 Engineering Services (Constr Mgt) 119,182 Rei mbursements 146 208 TOTAL 2.673.651 ESTIMATED PROJECT BUDGET BALANCE $ 731,549 *Original contract approved by City Council by Motion M2012-003 on January 10, 2012 Remaining project budget to be used for future project phases AMENDMENT NO. 1 TO CITY OF CORPUS CHRISTI CONTRACT FOR PROFESSIONAL SERVICES The City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas 78469-9277 (City) acting through its duly authorized City Manager or Designee (Director of Capital Programs) and Urban Engineering, a Texas corporation, 2725 Swantner Street, Corpus Christi, Nueces County, Texas 78404, (Architect/Engineer — A/E), hereby agree as follows: 1. SCOPE OF PROJECT La Voila Creek Drainage Channel Excavation (Project No. E10200) — This project will involve the improvement of La Voila Creek that crosses SH 357 (Saratoga Boulevard). The project will provide 100 -year capacity for conveyance to the Oso Creek. Phase 1 Channel improvements include the removal of vegetation from North Saratoga Boulevard and channel widening South of Saratoga Boulevard. 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, A/E 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", to complete the Project. Work will not begin on Additional Services until requested by the A/E (provide breakdown of costs, schedules), and written authorization is provided by the Director of Capital Programs. A/E services will be "Services for Construction Projects"- (Basic Services for Construction Projects") which are shown and are in accordance with "Professional Engineering Services - A Guide to the Selection and Negotiation Process, 1993" a joint publication of the Consulting Engineer's Council of Texas and Texas Society of Professional Engineers. For purposes of this contract, certain services listed in this publication as Additional Services will be considered as Basic Services. 3. ORDER OF SERVICES The NE agrees to begin work on those authorized Basic Services for this contract upon receipt of the Notice to Proceed from the Director of Capital Programs. Work will not begin on any phase or any Additional Services until requested in writing by the NE and written authorization is provided by the Director of Capital Programs. The anticipated schedule of the preliminary phase, design phase, bid phase, and construction phase is shown on Exhibit "A". This schedule is not to be inclusive of all additional time that may be required for review by the City staff and may be amended by or with the concurrence of the Director of Capital Programs. The Director of Capital Programs may direct the NE to undertake additional services or tasks provided that no increase in fee is required. Services or tasks requiring an increase of fee will be mutually agreed and evidenced in writing as an amendment to this contract. Amendment No. 1 Page 1 of 3 KIENGINEERING DATAEXCHANGEVWGIEMISTORM WATER1E10200 LA VOLTA CREEK DRAINAGE CHANNEL EXCAVATIONIAMD 1 URBAMCONTRACT PROFESSIONAL SERVICES.DOC NE shall notify the City of Corpus Christi within three (3) days of notice if tasks requested requires an additional fee. 4. INDEMNITY AND INSURANCE NE agrees to the mandatory contract indemnification and insurance requirements as set forth in Exhibit "B". 5. FEE In the original contract, Exhibit "A" FEES shall be modified for a total fee not to exceed $197,646.00 (One Hundred Ninety Seven Thousand Six Hundred Forty Six Dollars and Zero Cents), for a restated fee not to exceed $335,646.00, (Three Hundred Thirty Five Thousand Six Hundred Forty Six Dollars and Zero Cents) as shown in the attached Amendment No. 1, Exhibit "A". Monthly invoices will be submitted in accordance with Exhibit "C". 6. TERMINATION OF CONTRACT The City may, at any time, with or without cause, terminate this contract upon seven days written notice to the A/E at the address of record. In this event, the NE will be compensated for its services on all stages authorized based upon A/E and City's estimate of the proportion of the total services actually completed at the time of termination. 7. LOCAL PARTICIPATION The City Council's stated policy is that City expenditures on contracts for professional services be of maximum benefit to the local economy. The A/E agrees that at least 75% of the work described herein will be performed by a labor force residing within the Corpus Christi Metropolitan Statistical Area (MSA). Additionally, no more than 25% of the work described herein will be performed by a labor force residing outside the Corpus Christi Metropolitan Statistical Area (MSA.) 8. ASSIGNABILITY The A/E will not assign, transfer or delegate any of its obligations or duties in this contract to any other person without the prior written consent of the City, except for routine duties delegated to personnel of the A/E staff. If the NE is a partnership, then in the event of the termination of the partnership, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the A/E fee may be assigned in advance of receipt by the A/E without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. 9. OWNERSHIP OF DOCUMENTS All documents including contract documents (plans and specifications), record drawings, contractor's field data, and submittal data will be the sole property of the City, may not be Amendment No. 1 Page 2 of 3 K:IENGINEERING DATAEXCHANGE\ANGIEMISTORM WATERIE10200 LA VOLLA CREEK DRAINAGE CHANNEL EXCAVATIOMAMD 1 URBAMCONTRACT PROFESSIONAL SERVICES.DOC used again by the NE without the express written consent of the Director of Capital Programs. However, the A/E may use standard details that are not specific to this project. The City agrees that any modification of the plans will be evidenced on the plans, and be signed and sealed by a professional engineer prior to re -use of modified plans. 10. DISCLOSURE OF INTEREST A/E further agrees, in compliance with City of Corpus Christi Ordinance No. 17112, to complete, as part of this contract, the Disclosure of Interests form. CITY OF CORPUS CHRISTI NGIN - R G, N Jerry Shoemaker, P.E. Date R odes Urban, P.E., R.P.L.S. Date Acting Director of Capital Programs Principal 2725 Swantner Street Corpus Christi, TX 78404 RECOMMENDED (361) 854-3101 Office Operating Department Date APPROVED AS TO LEGAL FORM Legal Department APPROVED Date Office of Management Date and Budget ATTEST Rebecca Huerta, City Secretary Project No. E10200 Accounting Unit: 3495-043 Account: 550950 Activity: El 0200013495EXP Account Category: 50950 Fund Name: Storm Water CIF 2012B Rev. Bonds Encumbrance No. Amendment No. 1 Page 3 of 3 K:ENGINEERING DATAEXCHANGE'ANGIEMISTORM WATERYE10200 LA VOLLA CREEK DRAINAGE CHANNEL EXCAVATLON AMD 1 URBAN\CONTRACT PROFESSIONAL SERVICES. DOC EXHIBIT A CITY OF CORPUS CHRISTI, TEXAS La Voila Creek Drainage Channel Excavation (PROJECT NO. E10200) 1. SCOPE OF SERVICES A. Basic Services (Complete). Basic Services will include the following in addition to those items shown on Exhibit "A- 1" Task List. 1. Preliminary Phase. The Architect/Engineer-A/E will: It is the intent of the Preliminary Phase to provide a study and report of project scope with economic and technical evaluation of alternatives, and upon approval, proceed in a Design Memorandum which includes Preliminary designs, drawings, and written description of the project. This report shall include: a. Analysis of existing hydraulic conditions of the channel, hydraulic modeling of proposed improvements and recommendations for phased improvements. b. Confer with the City staff, United States Army Corps of Engineers and TXDOT regarding the design parameters of the Project. The Engineer will participate in a minimum of three (3) formal meetings with City staff, provide agenda and purpose for each formal meeting; document and distribute meeting minutes and meeting report within seven (7) working days of the meeting. The A/E will participate in discussions with the operating department and other agencies (such as the Texas Department of Transportation (TXDOT) and Texas Commission of Environmental Quality (TCEQ)) as required to satisfactorily complete the Project. c. Submit one (1) copy in an approved electronic format, and one (1) paper copies of the Design Memorandum (or Engineering Report), with executive summary, including opinion of probable construction costs with life cycle analysis, defined technical evaluations of identified feasible alternatives, and review with City staff to produce an acceptable format which contains common municipal elements. The Design Summary Report will include the following (with CONSTRUCTABILITY being a major element in all the following items): 1) Review of the Project with the respective Operating Department(s) and discussions including clarification and definition of intent and execution of the Project; The A/E will meet with City staff to collect data, discuss materials and methods of construction, and identify design and construction requirements. 2) Review and investigation of available records, archives, and pertinent data related to the Project including taking photographs of the Project site, list of potential problems and possible conflicts, intent of design, and improvements required, and conformance to relevant Master Plan(s). 3) Identify results of site field investigation including site findings, existing conditions, potential right of way/easements, and probable Project design solutions; (which are common to municipalities). 4) Provide a presentation of pertinent factors, sketches, designs, cross-sections, and parameters which will or may impact the design, including engineering AMD. NO. 1 EXHIBIT "A" Page 1 of 7 design basis, preliminary layout sketches, identification of needed additional services, preliminary details of construction of critical elements, identification of needed permits, identification of specifications to be used, identification of quality and quantity of materials of construction, and other factors required for a professional design (CONSTRUCTABILITY). 5) Advise of environmental site evaluations and archeology reports that are needed for the Project (Environmental issues and archeological services to be an Additional Service). 6) Identify and analyze requirements of govemmental authorities having jurisdiction to approve design of the Project and permitting, environmental, historical, construction, and geotechnical issues; and meet with pertinent authorities. 7) Confer, discuss, and meet with City operating department(s) and Engineering Services staff to produce a cohesive, well-defined proposed scope of design, probable cost estimates(s) and design alternatives. 8) Provide a letter stating that the A/E and Sub -consultant Engineers have checked and reviewed the Design Summary Report prior to submission. 9) Additional items are required with the design memorandum to identify and summarize the project by distinguishing key elements such as: • Pipe Size or Building Size • Pipe Material, etc. • Why one material is selected over another • Pluses of selections • ROW requirements and why • Permit requirements and why • Easement requirements and why • Embedment type and why • Constructability, etc. • Specific requirements of the City • Standard specifications • Non-standard specifications • Any unique requirements • Cost, alternatives, etc. • Owner permit requirements and status d. Field location of existing utilities using Texas one -call system (Coordinate with appropriate City Operating Departments). e. A subsurface utility engineering survey is not anticipated to be necessary at this point in the project. City staff will provide one set only of the following information (as applicable): a. Record drawings, record information of existing facilities, and utilities (as available from City Engineering files). b. The preliminary budget, specifying the funds available for construction; c. A copy of existing studies and plans. (as available from City Engineering files). d. Field location of existing city utilities. (A/E to coordinate with City Operating Department). e. Provide applicable Master Plans. AMD. NO. 1 EXHIBIT "A" Page 2 of 7 2. Design Phase. Upon approval of the preliminary phase, designated by receiving authorization to proceed, the NE will: a. Study, verify, and implement Preliminary Phase recommendations including construction sequencing, connections to the existing facilities, and restoration of property and incorporate these plans into the construction plans. Development of the construction sequencing will be coordinated with the City Operating Department(s), Engineering Services staff and TXDOT. b. Provide one (1) copy of 60% construction documents in City format (using City Standards as applicable), including a list of specifications and drawings, the size and character of the entire Project; description of materials to be utilized; and such other essentials as may be necessary for construction and cost analysis. c. Provide assistance identify testing, handling and disposal of any hazardous materials and/or contaminated soils that may be discovered during construction (to be included under additional services). d. Prepare final quantities and estimates of probable costs with the recommended construction schedule. The construction schedule will provide a phased approach to better track progress and payments. e. Provide one (1) copy of pre -final plans and bid documents to the City staff for review and approval purposes with revised estimates of probable costs. Compile comments and incorporate any requirements into the plans and specifications, and advise City of responding and non -responding participants. f. Assimilate all review comments, modifications, additions/deletions and proceed to next phase, upon Notice to Proceed. g. Provide Quality Assurance/Quality Control (QA/QC) measures to ensure that submittal of the interim, pre -final, and final complete plans and complete bid documents with specifications accurately reflect the percent completion designated and do not necessitate an excessive amount of revision and correction by City staff. The Consultant A/E and Sub -consultant A/E shall submit a letter declaring that all engineering disciplines of all phases of the submittals have been checked, reviewed, and are complete prior to submission, and include signature of all disciplines including but not limited to structural, civil, mechanical, electrical, etc. h. Upon approval by the Director of Engineering Services, provide one (1) set (hard copy and electronic) of final plans and contract documents suitable for reproduction (In City Format) and said bid documents henceforth become the sole property and ownership of the City of Corpus Christi. i. The City agrees that any modifications of the submitted final plans (for other uses by the City) will be evidenced on the plans and be signed and sealed by a professional engineer prior to re -use of modified plans. j. Prepare and submit monthly status reports by the fifth of each month with action items developed from monthly progress and review meetings. k. Provide a Storm Water Pollution Prevention Plan. The City staff will: a. Designate an individual to have responsibility, authority, and control for coordinating activities for the Professional Services contract awarded. b. Provide the budget for the Project specifying the funds available for the construction contract. AMD. NO. 1 EXHIBIT "A" Page 3 of 7 c. Provide electronic files of the City's standard specifications, standard detail sheets, standard and special provisions, and forms for required bid documents. 3. Bid Phase. The A/E will: a. Participate in the pre-bid conference and provide a recommended agenda for critical construction activities and elements impacted the project. b. Assist the City in solicitation of bids by identification of prospective bidders, and review of bids by solicited interests. c. Review all pre-bid questions and submissions concerning the bid documents and prepare, in the City's format, for the Engineering Services' approval, any addenda or other revisions necessary to inform contractors of approved changes prior to bidding. d. Attend bid opening, analyze bids, evaluate, prepare bid tabulation, and make recommendation concerning award of the contract. e. In the event the lowest responsible bidder's bid exceeds the project budget as revised by the Engineering Services in accordance with the A/E's design phase estimate required above, the Engineer will, at its expense, confer with City staff and make such revisions to the bid documents as the City staff deems necessary to re - advertise that particular portion of the Project for bids. The City staff will: a. Arrange and pay for printing of all documents and addenda to be distributed to prospective bidders. b. Advertise the Project for bidding, maintain the list of prospective bidders, receive and process deposits for all bid documents, issue (with the assistance of the NE) any addenda, prepare and supply bid tabulation forms, and conduct bid opening. c. Receive the Engineer's recommendation concerning bid evaluation and recommendation and prepare agenda materials for the City Council concerning bid awards. d. Prepare, review and provide copies of the contract for execution between the City and the contractor. 4. Construction Phase. The A/E will perform contract administration to include the following: a. Participate in pre -construction meeting conference and provide a recommended agenda for critical construction activities and elements impacted the project. b. Review for conformance to contract documents, shop and working drawings, materials and other submittals. c. Provide testing schedule and review field and laboratory tests. d. Provide interpretations and clarifications of the contract documents for the contractor and authorize required changes, which do not affect the contractor's price and are not contrary to the general interest of the City under the contract. e. Make two visits per month to the site of the Project to confer with the City project inspector and contractor to observe the general progress and quality of work, and to determine, in general, if the work is being done in accordance with the contract documents. This will not be confused with the project representative observation or continuous monitoring of the progress of construction. AND. NO.1 EXHIBIT "A" Page 4 of 7 f. Prepare change orders as authorized by the City (coordinate with the City's construction division); provide interpretations and clarifications of the plans and specifications for the contractor and authorize minor changes which do not affect the contractor's price and are not contrary to the general interest of the City under the contract. g. Make final inspection with City staff and provide the City with a Certificate of Completion for the project. h. Review construction "red -line" drawings, prepare record drawings of the Project as constructed (from the "red -line" drawings, inspection, and the contractor provided plans) and deliver to the Engineering Services a reproducible set and electronic file (AutoCAD r.14 or later) of the record drawings. All drawings will be CADD drawn using dwg format in AutoCAD, and graphics data will be in dxf format with each layer being provided in a separate file. Attribute data will be provided in ASCII format in tabular form. All electronic data will be compatible with the City GIS system. The City staff will: a. Prepare applications/estimates for payments to contractor. b. Conduct the final acceptance inspection with the Engineer. c. Designate an individual to have responsibility, authority, and control for coordinating activities for the construction contract awarded. B. Additional Services This section defines the scope (and allowance where noted) for compensation for additional services that may be included as part of this contract, but the A/E will not begin work on this section without specific written approval by the Director of Engineering Services. Fees for Additional Services are an allowance for potential services to be provided and will be negotiated by the Director of Engineering Services as required. The A/E will, with written authorization by the Director of Engineering Services, do the following: We don't anticipate that any permitting will be necessary for the preliminary phase of the project. However, the preliminary phase will identify permitting requirements for the proposed improvements. 1. Topographic Surveys. Provide field surveys, as required for design including transects of the channel needed for hydraulic modeling and conceptual design(Preliminary Phase), a pre excavation topographic survey of Phase 1 after it has been cleared and a post construction topographic survey after all earth moving has been completed (Construction Phase). We recommend confirming actual cubic yards of earth moved by comparing pre and post construction surveys. 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. 2. Coordinate with Oso Basin Drainage Study. Coordinate with city's consultant studying the Oso Creek Drainage Basin. Coordination will include attending periodic meetings and sharing of study data. AMD. NO. 1 EXHIBIT "A" Page 5 of 7 3. Field Engineering. Provide field engineering services to adapt plans to conditions that are unknown or could not be quantified prior to clearing of the site. Clearing of the site will be the first step in the construction sequence. 4. Public Meeting. Participate in public meetings (two) to coordinate with the community and to obtain community support for the project, including all necessary exhibits as directed by the City. 5. Environmental Issues. Identify and develop a scope of work for any testing, handling and disposal of hazardous materials and/or contaminated soils that may be discovered during construction. 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. 2. SCHEDULE 3. FEES A. Fee for Basic Services. The City will pay the A/E a fixed fee for providing for all "Basic Services" authorized as per the table below. The fees for Basic Services will not exceed those identified and will be full and total compensation for all services outlined in Section I.A.1-4 above, and for all expenses incurred in performing these services. For services provided in Section I.A.1.4, A/E will submit monthly statements for basic services rendered. In Section I.A.1-3, the statement will be based upon A/E's estimate (and City Concurrence) of the proportion of the total services actually completed at the time of billing. For services provided in Section I.A.4, the statement will be based upon the percent of completion of the construction contract. City will make prompt monthly payments in response to A/E's monthly statements. B. Fee for Additional Services. For services authorized by the Director of Engineering Services under Section I.B. "Additional Services" the City will pay the A/E a not -to -exceed fee as per the table below: AMD. NO. 1 EXHIBIT "A" Page 6 of 7 ACTIVITY DURRATION Produce 60% Set of Plans 60 Days Produce Pre -final Plans 45 Days from Receiving Review Comments Produce Final Plans & Docs 21 Days from Receiving Review Comments Bidding & Award 90 Days Construction 9 Months 3. FEES A. Fee for Basic Services. The City will pay the A/E a fixed fee for providing for all "Basic Services" authorized as per the table below. The fees for Basic Services will not exceed those identified and will be full and total compensation for all services outlined in Section I.A.1-4 above, and for all expenses incurred in performing these services. For services provided in Section I.A.1.4, A/E will submit monthly statements for basic services rendered. In Section I.A.1-3, the statement will be based upon A/E's estimate (and City Concurrence) of the proportion of the total services actually completed at the time of billing. For services provided in Section I.A.4, the statement will be based upon the percent of completion of the construction contract. City will make prompt monthly payments in response to A/E's monthly statements. B. Fee for Additional Services. For services authorized by the Director of Engineering Services under Section I.B. "Additional Services" the City will pay the A/E a not -to -exceed fee as per the table below: AMD. NO. 1 EXHIBIT "A" Page 6 of 7 C. Summary of Fees PRELIMINARYA( PMEETE)r_ Fee for Basic Services 1. Preliminary Phase $50,000 Subtotal Basic Services Fees $50,000 3. Construction Phase $17,717 Fee for Additional Services (Allowance) $122,146 1. Topographic Survey (AUTHORIZED) $15,000 2. Brush Clearing (ALLOWANCE) $65,000 3. Coordinate with Oso Basin Drainage Study (ALLOWANCE) $8,000 2. Coordinate with Oso Basin Drainage Study (ALLOWANCE) $3,000 Sub -Total Additional Services Fees $53,000 Total Preliminary Authorized Fee $138,000 �IIIIMII. ... Fee for Basic Services 1. Design Phase $100,000 2. Bid Phase $4,429 3. Construction Phase $17,717 Subtotal Basic Services Fees $122,146 Fee for Additional Services 1. (2)Topographic Surveys $30,000 2. Coordinate with Oso Basin Drainage Study (ALLOWANCE) $3,000 3. Field Engineering $10,000 3. Public Meeting (ALLOWANCE) $5,000 4. Environmental Issues (ALLOWANCE) $20,000 5. Warranty Phase $7,500 Sub -Total Additional Services Fees $75,500 Total Phase 1 Fee $197,646 AMD. NO. 1 EXHIBIT "A" Page 7 of 7 EXHIBIT B INSURANCE REQUIREMENTS & INDEMINIFICATION I. CONSULTANT'S LIABILITY INSURANCE A. Consultant must not commence work under this contract until all insurance required has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. B. Consultant must furnish to the City's Risk Manager and Director of Capital Programs. two (2) copies of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -day advance written notice of cancellation, non -renewal, material change or termination required on all certificates and policies. Bodily Injury and Property Damage Per occurrence - aggregate Commercial General Liability including: 1. Commercial Broad Form 2. Premises — Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury $1,000,000 Per Occurrence $2,000,000 Aggregate AUTO LIABILITY (including) 1. Owned 2. Hired and Non -Owned 3. Rented/Leased $1,000,000 Combined Single Limit PROFESSIONAL LIABILITY (Errors and Omissions) $1,000,000 Per Claim $2,000,000 Aggregate (Defense costs not included in face value of the policy) If claims made policy, retro date must be prior to inception of agreement, have extended reporting period provisions and identify any limitations regarding who is insured. WORKERS'S COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employer's Liability Statutory , $500,0001$500,0001$500,000 C. In the event of accidents of any kind related to this contract, Consultant must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. AMD. NO. 1 EXHIBIT "B" Page 1 of 3 II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Consultant must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Consultant will be promptly met. An All States Endorsement shall be required if Consultant is not domiciled in the State of Texas. B. Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Consultant shall be required to submit a copy of the replacement Certificate of Insurance to City at the address provided below within 10 days of any change made by the Consultant or as requested by the City. Consultant shall pay any costs incurred resulting from said changes. All notices under this Exhibit shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Consultant agrees that, with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, and volunteers, as additional insureds by endorsement with regard to operations, completed operations, and activities of or on behalf of the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any, cancellation, non- renewal, material change or termination in coverage and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a cancellation, non -renewal, material change or termination of coverage, Consultant shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Consultant to stop work hereunder, and/or withhold any payment(s) which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. AMD. NO. 1 EXHIBIT "B" Page 2 of 3 G. Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this contract. H. It is agreed that Consultant's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. INDEMNIFICATION Consultant shall fully indemnify, hold harmless, and defend the City of Corpus Christi and its officials, officers, agents, employees, volunteers, directors and representatives ("Indemnitee") from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and defense costs, caused by or resulting from an act of negligence, intentional tort, intellectual property infringement, or failure to pay a subcontractor or supplier committed by Consultant or its agent, consultant under contract or another entity over which Consultant exercises control while in the exercise of rights or performance of the duties under this agreement. This Indemnification does not apply to any liability resulting from the negligent acts or omissions of the City of Corpus Christi or its employees, to the extent of such negligence. Consultant must, at City's option, defend Indemnitee and with counsel satisfactory to the City Attorney. Consultant must advise City in writing within 24 hours of any claim or demand against City or Consultant known to Consultant related to or arising out of Consultant's activities under this Agreement. AMD. NO. 1 EXHIBIT "B" Page 3 of 3 Basic Services: Preliminary Phase Design Phase Bid Phase Report Phase Construction Phase Subtotal Basic Services Additional Services: Permitting Warranty Phase Inspection Platting Survey Reporting O & M Manuals SCADA Subtotal Additional Services Summary of Fees Basic Services Fees Additional Services Fees Total of Fees COMPLETE PROJECT NAME Project No. xxxxxx Invoice No. 12345 Invoice Date: Total Amount Previous Total Percent Contract Amd No. 1 Amd No. 2 Contract Invoiced Invoice Invoice Complete $15,117 $0 $0 $15,117 $0 $1,000 $1,000 7% 20,818 0 0 20,818 1,000 500 1,500 7% 0 0 0 0 0 0 O n/a 14,166 0 0 14,166 0 0 0 n/a 0% 0 0 0 0 0 0 0 $50,101 $0 $0 $50,101 $750 $1,500 $2,500 5% $0 $0 $0 $0 $0 $0 $0 n/a 0 0 0 0 0 0 O n/a 9,011 0 0 9,011 0 0 0 0% 29,090 0 0 29,090 0 0 0 0% 1,294 0 0 1,294 0 0 0 0% TBD TBD TBD TBD TBD TBD 0 0% TBD TBD TBD TBD TBD TBD TBD 0% $39,395 $0 $0 $39,395 $0 $0 $0 0% $50,101 $0 $0 $50,101 $750 $1,500 $2,500 5% 39,395 0 0 39,395 0 0 0 0% $89,496 $0 $0 $89,496 $750 $1,500 $2,500 3% SUPPLIER NUMBER P TO BE ASSIGNED BY CITY PURCHASING DIVISION City of Corpus Christi CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with `NA". See reverse side for Filing Requirements, Certifications and definitions. COMPANY NAME: Urban Engineering P. O. BOX: N/A STREET ADDRESS: 2725 Swantner Drive FIRM IS: 1. Corporation 4. Association CITY: Corpus Christi ZIP: 2. Partnership 5. Other 78404 3. Sole Owner L DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each `employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Department (if known) Job Title and City 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name j /A Title 3 State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name AIA Committee Board, Commission or 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an ownership interest" constituting 3% or more of the ownership in the above named "firm." Name/ l Consultant FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof, you shall disclose that fact in a signed writing to the City official, employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. {Ethics Ordinance Section 2-349 (d)] CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: Rhodes Urban , P.E., R.P.L.S. Title: Principal (Type or Print) Signature of Certifying Person: DEFINITIONS Date: 1,14,J 5 a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi, Texas. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part-time basis, but not as an independent contractor. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements." g. "Consultant." Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. CITY OF CORPUS CHRISTI CERTIFICATION OF FUNDS (City Charter Article IV, Sections 7 & 8) I, the Director of Financial Services of the City of Corpus Christi, Texas (or his/her duly authorized representative), hereby certify to the City Council and other appropriate officers that the money required for the current fiscal year's portion of the contract, agreement, obligation or expenditure described below is in the Treasury to the credit of the Fund specified below, from which it is to be drawn, and has not been appropriated for any other purpose. Future payments are subject to annual appropriation by the City Council. City Council Action Date: February 17, 2015 Agenda Item: Motion authorizing the City Manager, or designee, to execute Amendment No. 1 to a Contract for Professional Services with Urban Engineering of Corpus Christi, Texas in the amount of $197,646.00, for a re -stated fee not to exceed $335,646.00 for the La Volla Creek Drainage Channel Excavation Project. Amount Required: $197,646.00 Fund Name Accounting Unit Account No. Activity No. Amount Storm Water CIP 3495-043 550950 E10200013495EXP $197,646.00 Total $197,646.00 ❑ Certification Not Required Director of Financial Services Date: AGENDA MEMORANDUM Future item for the City Council Meeting of February 10, 2015 Action item for the City Council Meeting of February 17, 2015 DATE: January 23, 2015 TO: Ronald L. Olson, City Manager THRU: Gustavo Gonzalez, P. E., Assistant City Manager of Public Works and Utilities gustavogo@cctexas.com (361) 826-3897 FROM: Valerie H. Gray, P. E., Executive Director of Public Works valerieg@cctexas.com (361) 826-3729 Termination of the Multiple Use Agreement Heliport Parking Facility and Public Parking Facility located on State Highway 9/BS 44-D CAPTION: Resolution authorizing the City Manager or designee to execute two agreements to terminate two previously executed Multiple Use Agreements between the State of Texas and the City of Corpus Christi for the Heliport Parking Facility and the Public Parking Facility located on State Highway 9/BS 44-D. PURPOSE: The purpose of this Agenda Item is to execute two agreements to terminate two previously executed Multiple Use Agreements between the State of Texas and the City of Corpus Christi for the Heliport Parking Facility and the Public Parking Facility located on State Highway 9/BS 44-D. BACKGROUND AND FINDINGS: Termination of these two Multiple Use Agreements was instigated by TXDoT in an effort to close out any property rights unused by the City. The City has reviewed the termination of these two agreements and is in concurrence with TXDoT. ALTERNATIVES: 1. Authorize execution of the termination of the Multiple Use Agreements. 2. Do not authorize execution of the termination of the Multiple Use Agreements. (Not Recommended) OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Not applicable EMERGENCY / NON -EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Not applicable FINANCIAL IMPACT: Fiscal Year 2014-2015 Project to Date Expenditures Current Year Future Years TOTALS Budget $0.00 $0.00 $0.00 $0.00 Encumbered / Expended Amount $0.00 $0.00 $0.00 $0.00 This item $0.00 $0.00 $0.00 $0.00 Future Anticipated Expenditures This Project $0.00 $0.00 $0.00 $0.00 BALANCE $0.00 $0.00 $0.00 $0.00 Fund(s): Not applicable Comments: None RECOMMENDATION: City staff recommends approval of the Resolution. LIST OF SUPPORTING DOCUMENTS: Termination of the Multiple Use Agreement — Heliport Parking Facility Termination of the Multiple Use Agreement — Public Parking Facility Location Map Resolution Presentation Resolution authorizing the City Manager or designee to execute two agreements to terminate two previously executed Multiple Use Agreements between the State of Texas and the City of Corpus Christi for the Heliport Parking Facility and the Public Parking Facility located on State Highway 9/BS 44-D. WHEREAS, the Texas Department of Transportation (TxDOT), during its annual inspection of Multiple Use Agreements (MUAs), ascertained that State Highway (SH) 9/BS 44-D has been turned over to the City of Corpus Christi and is no longer in State right of way (ROW); WHEREAS, TxDOT has provided a quitclaim deed executed on July 24, 1996 stating that the portion of ROW in question has been turned over to the City of Corpus Christi; WHEREAS, there are two MUAs for SH 9/BS 44-D Heliport Parking Facility and Public Parking Facility; WHEREAS, the Corpus Christi District of TxDOT therefore requests that the City initiate termination procedures to terminate these MUAs, NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager, or designee, is authorized to execute two Termination of the Multiple Use Agreements (MUAs) between the State of Texas and the City of Corpus Christi for use of property located on State Highway 9/BS 44-D, one to terminate the MUA for the Heliport Parking Facility and one to terminate the MUA for the Public Parking Facility. ATTEST THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Nelda Martinez Mayor K:\ENGINEERING DATAEXCHANGE\VELMAP\TXDOT\TERMINATION MULT USE AGREEMENTS\HELIPORT PUBLIC PARKING FACILITY\ RESOLUTION HELIPORT PUBLIC PARKING FACILITY.DOCX Corpus Christi, Texas of The above resolution was passed by the following vote: Nelda Martinez Rudy Garza Chad Magill Colleen McIntyre Lillian Riojas Brian Rosas Lucy Rubio Mark Scott Carolyn Vaughn K:\ENGINEERING DATAEXCHANGE\VELMAP\TXDOT\TERMINATION MULT USE AGREEMENTS\HELIPORT PUBLIC PARKING FACILITY\ RESOLUTION HELIPORT PUBLIC PARKING FACILITY.DOCX ,Texas Department of Transportation 125 EAST 11TH STREET 1 AUSTIN, TEXAS 78701 2483 1 (512) 463 8588 1 WWW.TXDOT.GOV September 25, 2014 John N. Maggiore Capital Programs - Project Manager City of Corpus Christi 1201 Leopard St. Corpus Christi, TX. 78401 RE: Multiple Use Agreement Termination Request SH 9/BS 44-D Heliport Parking Facility and Public Parking Facility City of Corpus Christi, Texas Dear Mr. Maggiore, During our annual inspection of the Multiple Use Agreements (MUAs), it was ascertained that SH 9/BS 44-D has been turned over to the City of Corpus Christi and is no longer State ROW. There are two MUAs for SH 9/BS 44-D Heliport Parking Facility and Public Parking Facility. These agreements were executed in 1957 and 1958, respectively. The Corpus Christi District of TxDOT, therefore, respectfully request that termination procedures be initiated in order to terminate these two MUAs. Copies of these MUAs can be made available if required for termination procedures. Included with this request letter is the quitclaim executed on 24 July, 1996 stating the portion of ROW in question has been turned over to the City of Corpus Christi. If you have any questions regarding this matter, feel free to contact me at (361) 808-2384 or at the following address: Texas Department of Transportation Corpus Christi Area Office 1701 S. Padre Island Drive, Bldg. 3 Corpus Christi, TX 78416 Attachment - Quitclaim executed 24 July, 1996 Sincerely, Janan Sahtout Lee, P.E. Assistant Area Engineer Corpus Christi OUR GOALS MAINTAIN A SAFE SYSTEM • ADDRESS CONGESTION • CONNECT TEXAS COMMUNITIES • BEST IN CLASS STATE AGENCY An Equal Opportunity Employer MUA Termination Page 1 of 2 TERMINATION OF THE MULTIPLE USE AGREEMENT BETWEEN THE STATE AND THE City of Corpus Christi FOR THE Heliport Parking Facility. STATE OF TEXAS COUNTY OF TRAVIS This Agreement terminates the previously executed Multiple Use Agreement for construction, maintenance, and operation of Heliport Parking Facility on the Texas Department of Transportation right-of-way, in Nueces County, originally dated the 18th day of December , 1957 , by and between the Texas Department of Transportation, hereinafter referred to as "State" and the City of Corpus Christi , hereinafter referred to as City WITNESSEETH WHEREAS, City has requested the State to discontinue their responsibilities for the continued maintenance and operation, of Heliport Parking Facility , located within State right-of-way on SH 9/ BS 44-D , Control 0074 Section 06 in City of Corpus Christi and being more particularly described in the exhibits attached hereto and made a part hereof; and WHEREAS, the governing body of the City has indicated by Resolution/Ordinance No. , on the day of , 20 to dissolve their partnership with the State evidenced by the execution of the this Agreement with the State; and WHEREAS, the Citv will undertake to restore the area to a condition acceptable to the State prior to the execution of this agreement. MUA Termination Page 2 of 2 A. Exhibit A — Quitclaim; B. Copy of Original Multiple Use Agreement C. Copy of Resolution/Ordinance IN WITNESS WHEREOF, the parties have hereunto affixed their signatures on the day of , 20 , and the State on the . day of 20_. STATE OF TEXAS Certified as being executed for the purpose of activating and/or carrying out the orders, established policies, or work programs heretofore approved by the Texas Transportation Commission. By: By: Signature Printed Name Title Contact Name Signature Carolyn Dill, P.E. Director, Maintenance Division APPROVAL RECOMMENDED: By: District Engineer Contact Telephone Number Printed Name Date Exhibit A Texas Department of Transportation Memorandum To: Right of Way Section Date: July 30, 1996 Corpus Christi District From: Legal Section Right of Way Division Originating Subject: Transmittal of State's Deed Office: JJHO2OW Nueces County CSJ 0074-06-027 Tract 1 Business State Highway 44-D: Between Mesquite Street and Shoreline Boulevard Attached is a deed executed by the Governor on July 24, I996 quitclaiming the State's interest in certain land described therein to the City of Corpus Christi, Texas. Please deliver the State's deed to the indicated grantee. In accordance with Section 42I.09 of the Right of Way Manual, the deed should be delivered to the grantee by certified mail or by other means with a receipt for delivery signed by the grantee. When the deed has been recorded, please furnish us the recording data of the quitclaim so that we may complete our file. Please note that our quitclaim deeds will no longer contain a notary acknowledgment. We have attached a copy of V.T.C.A., Texas Property Code, Section 12.006, should the grantee have any problem with recordation of the instrument due to the omission of the acknowledgment. If we may be of any further assistance, please let us know. JJH:cj Attachment rMA _ f7OuTtf �FMR 07306 u:JVnmcMuccuI t'.wpd DM • WRE r AU ^ORPVS tc DISTRIC1 JUS NE* DOCH 1J96030348 QUITCLAIM STATE OF TEXAS KNOW ALL MEN BY THESE PRESENTS: COUNTY OF NUECES WHEREAS, in the City of Corpus Christi, NUECES COUNTY. Texas. on BUSINESS STATE HIGHWAY 44-D, the City and County acquired in the name of the State of Texas certain land for highway purposes, said land being conveyed to the State by instruments recorded in Volume 730. Pages 158 and 260; Volume 731, Page 310; Volume 734, Pages 169, 177, 179, 211, 217 and 219; Volume 35. Pages 451 and 453; Volume 740, Page 582; Volume 747, Page 334; Volume 759, Page 342; Volume 761, Page 435; Volume 768, Pages 310 and 312; Volume 769, Pages 570 and 573; and Volume 793, Page 517, of the Deed Records of Nueces County, Texas. and certain other land was claimed and used by the State, there being no record of title thereto in the name of the State; and WHEREAS, said land is no Longer needed by the Texas Department of Transportation as a part of the system. said surplus Iand being more particularly described in Exhibit A, attached hereto and made a part hereof; and WHEREAS, the City of Corpus Christi, Texas. has. by resolution, and Nueces County, Texas, has, by order. requested that the State quitclaim said surplus land to the City of Corpus Christi, Texas; and WHEREAS, V.T.C.A., Transportation Code. Chapter 202, Subchapter B, authorizes the State's quitclaim to the City of the State's rights. title and interest in the surplus land; and WHEREAS, it is the opinion of the Texas Transportation Commission that it is proper and correct that the State quitclaim its rights, title and interest in said surplus land to the City of Corpus Christi, Texas in consideration of relieving the State of the responsibility and cost of maintenance of the surplus land and in consideration of the land being originally acquired in the State's name at no cost to the State; and WHEREAS, the Texas Transportation Commission at its meeting on June 18, 1996. as shown by the official minutes of the Texas Transportation Commission, passed Minute No. 106880 recommending, subject to approval by the Attorney General, that the Governor of Texas execute a proper instrument conveying to CITY OF CORPUS CHRISTI. TEXAS all of the State's rights, title and interest in the aforementioned surplus land in consideration of the foregoing premises as authorized by V.T.C.A., Transportation Code. Chapter 202, Subchapter B; NOW, THEREFORE. I, GEORGE W. BUSH. GOVERNOR OF THE STATE OF TEXAS, by virtue of the power vested in me by law and in accordance with the laws of the State of Texas, for and in consideration of the foregoing premises, and other good and valuable consideration, the receipt of which GRANTEE. City of Corpus Christi 1201 Leopard Street Corpus Christi. Texas 78469.9277 is hereby acknowledged, have RELEASED. REMISED and QUITCLAIMED and do by these presents RELEASE, REMISE and QUITCLAIM unto CITY OF CORPUS CHRISTI. TEXAS all of the State's rights. title and interest in and to those certain tracts or parcels of land situated in Nueces County, Texas, which is more particularly described in Exhibit A, attached hereto and made a part hereof. TO HAVE AND TO HOLD the above described premises, together with all and singular the rights and appurtenances thereto in any wise belonging unto said City of Corpus Christi, Texas, its successors and assigns forever. IN TESTIMONY WHEREOF, 1 have caused the Seal of the State to be affixed. Executed this the &'h day of 7"tj- 996. Attest: elq- AntonioO. Garza, Jr. Secre€`ary of State ORGE W. BUSH ERNOR OF TEXAS Recommended f l A .p Approved: m. G. Burnett, P.E. Executive Director Dan Morales Attorney General By: istant tomey General. EXHIBIT A BEING A PORTION OF THAT LAND SITUATED AND LYING IN CITY STREET RIGHT- OF-WAY WHICH WAS INCORPORATED INTO THE STATE OF TEXAS HIGHWAY SYSTEM, SAID CITY STREET RIGHT-OF-WAYS CONSISTING OF ALL THOSE PORTIONS OF, AUBREY STREET, WATER STREET AND CHAPARRAL STREET, SITUATED AND LYING WITHIN AN AREA BOUNDED ON THE NORTH BY THE SOUTH RIGHT-OF-WAY LINE OF BELDEN STREET, ON THE EAST BY THE WEST RIGHT-OF- WAY UNE OF SHORELINE BOULEVARD, ON THE SOUTH BY THE CURRENT SOUTH RIGHT-OF-WAY LINE OF INTERSTATE HIGHWAY NO. 37 (AUBREY STREET) AND ON THE WEST BY THE EAST RIGHT-OF-WAY LINE OF MESQUITE STREET AS SHOWN ON MAP OF BEACH PORTION, OF THE CITY OF CORPUS CHRLSTI, WHICH I5 RECORDED IN VOLUME A, PAGES 2 & 3, OF THE MAP RECORDS OF NUECES COUNTY, TEXAS AND ON MAP OF WATER BEACH ADDITION, WHICH IS RECORDED IN VOLUME 9, PAGES 38 THRU 40, OF THE MAP RECORDS OF NUECES COUNTY, TEXAS, AND BEING ALL OF THOSE CERTAIN TRACTS OF LAND, OUT OF SAID BEACH PORTION AND WATER BEACH ADDITION, ACQUIRED BY THE STATE OF TEXAS, FOR THE CONSTRUCTION AND MAINT$1ANCE OF INTERSTATE HIGHWAY NO. 37, SITUATED AND LYING BETWEEN SAID MESQUITE STREET AND SHORELINE DRIVE, SAID TRACTS OF LAND BEING MORE PARTICULARLY DESCRIBED IN INSTRUMENTS RECORDED IN THE DEED RECORDS OF NUECES COUNTY, TEXAS AT THE FOLLOWING VOLUMES AND PAGES: DESCRIPTION WATER BEACH ADDIITION, BLOCK 11 ALL OF LOTS 1 THRU 12 VOL PAGE 793 517 BEACH PORTION, BLOCK 27 112 OF LOT 5 730 260 ALL OF LOT 6 759 342 WEST 1R OF LOT 7 768 3I0 EAST IR OF LOT 7 & ALL OF LOT 8 768 312 1/2 OFLOT9 731 310 BEACH PORTION, BLOCK 31 ALL OF LOT 1 & SOUTH 113 OF LOT 2 740 582 NORTH 213 OF LOT 2 734 177 ALL OF LOTS 3, 4, 9 & 10 734 179 ALL OF LOTS 5 & 8 730 158 ALL OF LOT 6 734 211 ALL OF LOT 7 735 451 ALL OF LOTS II & 12 747 334 BEACH PORTION, BLOCK 32 ALL OF LOTS 1 & 2 735 453 ALL OF LOT 3 769 573 ALL OF LOT 4 769 570 ALL OF LOTS 5, 6, 7 & 8 734 217 ALL OF LOTS 9 & I0 734 219 ALL OF LOT 11 734 169 ALL OF LOT 12 761 435 w1� �n �� �� A:q,�O�dai�s My1 Rif►1. d ti ui 31 vtigoisitage under �ft�ln �ilyd sultsECfS�atltiesll�9ed Rids a1 V411eM � sttItts t puce: S tnt tisil t ial vas MAI �e s// hr�/0 thoces Doct$ 1996030348 S Pages: 4 Date : OB -06-1996 Time : 03:35:56 P.M. Filed & Recorded in Official Records of NUECES County,TX. ERNEST M. HRIOHES COUNTY CLERK Rec. $ 15.00 9l6 City of Corpus Christi 1201 Leopard Street P. O. Box 9277 Department of Engineering Services PROPERTY & LAND ACQUISITION DIV. Corpus Christi, Texas 78469-9277 us iai saurre Me LEGEND: r , PROPERTY TO GSA In TXDOT PROPERTY TO BE QUITCLAIMED TO CITY TXDOT EASEMENT TO BE RELEASED TO CITY — — PROPOSED SITE FOR I— — I NEW FED. COURTHOUSE PM OLD BR44 WEST BD. LN. Ell PROPOSED WEST 9D. LN. EXIST. 9844 EAST BD. LN. ITO REMAIN} ST. CHAPARRAL PROPOSED LANDSCAPED PARK AREA ORELINO '�ti sH GHK1S CORPUS CITY OF CORPUS CHRISTI GATEWAY PROJECT copyright 1984-1996 Qty of Corpus Christi Rev 8/9/96 SCALE: V=200' Exhibit B This Multiple Use Agreement is not able to be located. Exhibit C ,Texas Department of Transportation 125 EAST 111H STREET I AUSTIN, TEXAS 78701 2483 1 (512) 463-8588 1 WWW.TXD0T.G0V September 25, 2014 John N. Maggiore Capital Programs - Project Manager City of Corpus Christi 1201 Leopard St. Corpus Christi, TX. 78401 RE: Multiple Use Agreement Termination Request SH 9/BS 44-D Heliport Parking Facility and Public Parking Facility City of Corpus Christi, Texas Dear Mr. Maggiore, During our annual inspection of the Multiple Use Agreements (MUAs), it was ascertained that SH 9/BS 44-D has been turned over to the City of Corpus Christi and is no longer State ROW. There are two MUAs for SH 9/BS 44-D Heliport Parking Facility and Public Parking Facility. These agreements were executed in 1957 and 1958, respectively. The Corpus Christi District of TxDOT, therefore, respectfully request that termination procedures be initiated in order to terminate these two MUAs. Copies of these MUAs can be made available if required for termination procedures. Included with this request letter is the quitclaim executed on 24 July, 1996 stating the portion of ROW in question has been turned over to the City of Corpus Christi. If you have any questions regarding this matter, feel free to contact me at (361) 808-2384 or at the following address: Texas Department of Transportation Corpus Christi Area Office 1701 S. Padre Island Drive, Bldg. 3 Corpus Christi, TX 78416 Attachment - Quitclaim executed 24 July, 1996 Sincerely, 4/&41---X, P6_ Janan Sahtout Lee, P.E. Assistant Area Engineer Corpus Christi OUR GOALS MAINTAIN A SAFE SYSTEM • ADDRESS CONGESTION • CONNECT TEXAS COMMUNITIES • BEST IN CLASS STATE AGENCY An Equal Opportunity Employer MUA Termination Page 1 of 2 TERMINATION OF THE MULTIPLE USE AGREEMENT BETWEEN THE STATE AND THE City of Corpus Christi FOR THE Public Parking Facility. STATE OF TEXAS COUNTY OF TRAVIS This Agreement terminates the previously executed Multiple Use Agreement for construction, maintenance, and operation of Public Parking Facility on the Texas Department of Transportation right-of-way, in Nueces County, originally dated the 18th day of December , 1957 , by and between the Texas Department of Transportation, hereinafter referred to as "State" and the City of Corpus Christi , hereinafter referred to as City . WITNESSEETH WHEREAS, City has requested the State to discontinue their responsibilities for the continued maintenance and operation, of Public Parking Facility , located within State right- of-way on SH 9/ BS 44-D , Control 0074 Section 06 in _City of Corpus Christi and being more particularly described in the exhibits attached hereto and made a part hereof; and WHEREAS, the governing body of the City has indicated by Resolution/Ordinance No. , on the _ day of _ , 20 to dissolve their partnership with the State evidenced by the execution of the this Agreement with the State; and WHEREAS, the City will undertake to restore the area to a condition acceptable to the State prior to the execution of this agreement. MUA Termination Page 2 of 2 A. Exhibit A — Quitclaim; B. Copy of Original Multiple Use Agreement C. Copy of Resolution/Ordinance IN WITNESS WHEREOF, the parties have hereunto affixed theft signatures on the day of , 20 , and the State on the day of , 20. STATE OF TEXAS Certified as being executed for the purpose of activating and/or carrying out the orders, established policies, or work programs heretofore approved by the Texas Transportation Commission. By: By: Signature Printed Name Title Signature Carolyn Dill, P.E. Director, Maintenance Division APPROVAL RECOMMENDED: Contact Name By; District Engineer Contact Telephone Number Printed Name Aps .ved as to form. ! 'ri7 Assistant City Attorney For City Attorney Date Exhibit A ,Texas partment ansportation Memorandum To: Right of Way Section Date: July 30, 1996 Corpus Christi District From: Legal Section `7K Right of Way Division Originating Subject: Transmittal of State's Deed Office: JJHIROW Nueces County CSJ 0074-06-027 Tract 1 Business State Highway 44-D: Between Mesquite Street and Shoreline Boulevard Attached is a deed executed by the Governor on July 24, 1996 quitclaiming the State's interest in certain land described therein to the City of Corpus Christi, Texas. Please deliver the State's deed to the indicated grantee. In accordance with Section 421.09 of the Right of Way Manual, the deed should be delivered to the grantee by certified mail or by other means with a receipt for delivery signed by the grantee. When the deed has been recorded, please furnish us the recording data of the quitclaim so that we may complete our file. Please note that our quitclaim deeds will no longer contain a notary acknowledgment. We have attached a copy of V.T.C.A., Texas Property Code, Section 12.006, should the grantee have any problem with recordation of the instrument due to the omission of the acknowledgment. If we may be of any further assistance, please let us know. JJH:cj Attachment f?C)UTIr 07306 uN71VnmolnueceL.wpd 1 F D -A4 r P,u ^ORPJS Gig, DISTRICT WRE iJOS v !IBS 1 DOC# /96030348 QUITCLAIM STATE OF TEXAS KNOW ALL MEN BY THESE PRESENTS: COUNTY OF NUECES WHEREAS. in the City of Corpus Christi, NUECES COUNTY. Texas. on BUSINESS STATE HIGHWAY 44-D. the City and County acquired in the name of die State of Texas certain land for highway purposes. said land being conveyed to the State by instruments recorded in Volume 730, Pages 158 and 260; Volume 731. Page 310; Volume 734. Pages 169, 177, 179, 211, 217 and 219; Volume 35. Pages 451 and 453; Volume 740, Page 582; Volume 747, Page 334; Volume 759, Page 342; Volume 76I. Page 435; Volume 768, Pages 310 and 312; Volume 769, Pages 570 and 573; and Volume 793, Page 517. of the Deed Records of Nueces County, Texas. and certain other land was claimed and used by the State, there being no record of title thereto in the name of the State; and WHEREAS, said land is no longer needed by the Texas Department of Transportation as a part of the system. said surplus land being more particularly described in Exhibit A, attached hereto and made a part hereof; and WHEREAS, the City of Corpus Christi. Texas. has. by resolution. and Nueces County, Texas, has. by order. requested that the State quitclaim said surplus land to the City of Corpus Christi, Texas; and WHEREAS. V.T.C.A., Transportation Code, Chapter 202, Subchapter B, authorizes the State's quitclaim to the City of the State's rights. tide and interest in the surplus land; and WHEREAS, it is the opinion of the Texas Transportation Commission that it is proper and correct that the State quitclaim its rights, title and interest in said surplus land to the City of Corpus Christi, Texas in consideration of relieving the State of the responsibility and cost of maintenance of the surplus land and in consideration of the land being originally acquired in the State's name at no cost to the State; and WHEREAS, the Texas Transportation Commission at its meeting on June 18, 1996, as shown by the official minutes of the Texas Transportation Commission, passed Minute No. 106880 recommending, subject to approval by the Attorney General, that the Governor of Texas execute a proper instrument conveying to CITY OF CORPUS CHRISTI, TEXAS all of the State's rights. tide and interest in the aforementioned surplus Iand in consideration of the foregoing premises as authorized by V.T.C.A., Transportation Code, Chapter 202, Subchapter B; NOW, THEREFORE, I. GEORGE W. BUSH, GOVERNOR OF THE STATE OF TEXAS, by virtue of the power vested in me by law and in accordance with the laws of the State of Texas, for and in consideration of the foregoing premises, and other good and valuable consideration. the receipt of which GRANTEE City of Corpus Christi 1201 Leopard Street Corpus Christi, Texas 78469-9277 is hereby acknowledged, have RELEASED. REMISED and QUITCLAIMED and do by these presents RELEASE, REMISE and QUITCLAIM unto CITY OF CORPUS CHRISTI. TEXAS all of the State's rights, title and interest in and to those certain tracts or parcels of land situated in Nucces County, Texas, which is more particularly described in Exhibit A, attached hereto and made a part hereof. TO HAVE AND TO HOLD the above described premises. together with all and singular the rights and appurtenances thereto in any wise belonging unto said City of Corpus Christi, Texas. its successors and assigns forever. 1N TESTIMONY WHEREOF. 1 have caused the Seal of the State to be affixed. Executed this the ' day of 7ve.� 996. Attest: (Y -n- • Antonio O. Garza. Jr. Secreary of State ORGE W. BUSH ERNOR OF TEXAS Executive Director Approved: Dan Morales Attorney General 13y: istant mey General EXHIBIT A BEING A PORTION OF THAT LAND SITUATED AND LYING IN CITY STREET RIGHT- OF-WAY WHICH WAS INCORPORATED INTO THE STATE OF TEXAS HIGHWAY SYSTEM, SAID CITY STREET RIGHT-OF-WAYS CONSISTING OF ALL THOSE PORTIONS OF, AUBREY STREET, WATER STREET AND CHAPARRAL STREET, SITUATED AND LYING WITHIN AN AREA BOUNDED ON THE NORTH BY THE SOUTH RIGHT-OF-WAY LINE OF BELDEN STREET, ON THE EAST BY THE WEST RIGHT-OF- WAY LINE OF SHORELINE BOULEVARD, ON THE SOUTH BY THE CURRENT SOUTH RIGHT-OF-WAY LINE OF INTERSTATE HIGHWAY NO. 37 (AUBREY STREET) AND ON THE WEST BY THE EAST RIGHT-OF-WAY LINE OF MESQUITE STREET AS SHOWN ON MAP OF BEACH PORTION, OF THE CITY OF CORPUS CHRISTI, WHICH IS RECORDED IN VOLUME A, PAGES 2 & 3, OF THE MAP RECORDS OF NUECES COUNTY, TEXAS AND ON MAP OF WATER BEACH ADDITION, WHICH IS RECORDED IN VOLUME 9, PAGES 38 THRU 40, OF THE MAP RECORDS OF NUECES COUNTY,TEXAS, AND BEING ALL OF THOSE CERTAIN TRACTS OF LAND, OUT OF SAID BEACH PORTION AND WATER BEACH ADDITION, ACQUIRED BY THE STATE OF TEXAS, FOR THE CONSTRUCTION AND MAINTENANCE OF INTERSTATE HIGHWAY NO. 37, SITUATED AND LYING BETWEEN SAID MESQUITE STREET AND SHORELINE DRIVE, SAID TRACTS OF LAND BEING MORE PARTICULARLY DESCRIBED IN INSTRUMENTS RECORDED IN THE DEED RECORDS OF NUECES COUNTY, TEXAS AT THE FOLLOWING VOLUMES AND PAGES: DESCRIPTION WATER BEACH ADDITION, BLOCK 11 ALL OF LOTS 1 T} U 12 VOL PAGE 793 517 BEACH PORTION, BLOCK 27 112 OF LOT 5 730 260 ALL OF LOT 6 759 342 WEST 1/2 OF LOT 7 768 310 EAST 112OFLOT 7&AIL OFLOT 8 768 312 112 OF LOT 9 731 310 BEACH PORTION, BLOCK 31 ALL OF LOT 1 & SOUTH 113 OF LOT 2 740 582 NORTH 2/3 OF LOT 2 734 177 ALL OF LOTS 3, 4, 9 & 10 734 179 ALL OF LOTS 5 & 8 730 158 ALL OF LOT 6 734 211 ALL OF LOT 7 735 451 ALL OF LOTS 11 & 12 747 334 BEACH PORTION, BLOCK 32 ALL OF LOTS 1 & 2 735 453 ALL OF LOT 3 769 573 ALL OF LOT 4 769 570 ALL OF LOTS 5, 6, 7 & 8 734 217 ALL OF LOTS 9 & 10 734 219 ALL OF LOT 1 I 734 169 ALL OF LOT 12 76I 435 41 11 a 5ai �W x 31 81. 'ONO 01131010 siLigost or us, irscritied �� � Ff.DERA ani • 0114 5931 -art E Hh41N" 461T a1 �D 0031 et 100 Wog Pum wince a pEO to 0.- was 01.01,1elisH Doc# 1996030348 S Pages: 4 Date : 08-06-1996 Time : 03:35:56 P.M. Filed Recorded in Official Records of NUECES County,TX. ERNEST N. BRIONES COUNTY CLERK Rec. $ 15.00 9/6 City of Corpus Christi 1201 Leopard Street P. O. Box 9277 Department of Engineering Services PROPERTY & LAND ACQUISITION DIV. Corpus Christi, Texas 78469-9277 LEGEND: 1 PROPERTY TO GSA us 181 QUITCLAIMED TO CITY TXDOT EASEMENT TO BE RELEASED TO CITY TXDOT PROPERTY TO BE - PROPOSED SITE FOR I- - I NEW FED. COURTHOUSE r 0 OLD BR44 WEST BD. LN. MESQUITE gT. PROPOSED WEST BO. LN. EXIST. BR44 EAST BD. LN. ITO REMAIN) PROPOSED LANDSCAPED PARK AREA 0 m SHORELINE BLVD. GH sK CORPUS S BAY CITY OF CORPUS CHRISTI GATEWAY PROJECT copyright 15394-1995 Ctty of Carpus Christi Rev B/9/96 SCALE: 1"=200' Exhibit B Multiple Use Agreement Freeway Facility, Public Parking and Landscaping SH 9 (SS 407) AKA Leopard St Executed: 1958 Jan 08 (Mislabeled as 1957 Dec 18) County: Nueces .1 - t ifs SUPPLIBENTAL AGREE,MIT For Parking Facility within Freeway night of Way STATE OF TECAS j COUNTY OF MIMES f This supplemental agreement made this 1% day of per' i, fj ioC ,195.4Z, by and between the State of Texas, hereinafter referred to as the "State", party of the first part, and the City of Corpus Christi, Nueces County, Texas, acting by and through it's duly authorized officers under an ordinance passed the 164 day of , 195_7, hereinafter called the "City", party of the second part. WITNESSETH Whereas, the City and the State under date of October 19, 1955, executed an agree- ment establishing joint responsibilities and authorities for the construction, main- tenance, existence and/or use of a proposed Freeway facility from Shoreline Boulevard to the vicinity of Waco Street over a new location for State Highway 9; and Whereas, the City desires to make temporary use of certain portions of the right of way provided for this project, (such portions of right of way not being needed for Freeway construction at this time) and is willing to construct at its own expense the mutually agreed facilities for public vehicular parking accommodations; and Whereas, the City considers the development of these parking areas essential to relieve congested parking conditions near the County Court House and in the downtown business district, and it is the State's desire to be of assistance in providing these needed public parking accommodations; Now, Therefore, for the purpose of permitting the development of temporary vehicular parking facilities on portions of the Freeway right of way not immediately required for Freeway construction, such parking areas and facilities to be hereinafter referred to as "Parking Facility", the parties hereto agree as follows: 1. The City and the State shall concur in the design of the parking facility, including access control, type and extent of paving, curbing and fencing and such concurrence shall be confirmed by joint approval of layout and plan sheets attached her -to and marked Exhibit "A" and made a part of this agreement. It is mutually understood by -the parties hereto that the development and use of these areas for vehicular parking shall be in such manner calculated to beat protect the public's interest and will not damage the highway project facilities, impair safety, impede -- Ex iBiT J3 maintenance or in any way restrict the operation of the highway project facility. It is also mutually understood that the development and use of these areas, within the highway right of way, for public vehicular parking is limited to the interim of time between this and the next succeeding stage of freeway construction over and along such right of way areas and, to such extent, is properly classified as a temporary use. At such time as further freeway construction is inaugurated, all involved parking areas shall be discontinued for such use. 2. Construction work which is made necessary by reason of the be the City's financial responsibility and will, be performedCity's wncforce will s or construction agency. The State, in conjunction with it's by struction work, will. fill in, shape and compact the areas comprising the contemplated parking facility as indicated by contour lines on Exhibit "A". All street curbs and vingstreet drainage facilities, sidewalks within street limits and areas shown to be sopadded, likewise be the responsibility of the State. All other construction work pertaining to the parking facility, including paving, concrete curbs and chain link barrier fences shall be as indicated on Ekhibit "A" and shall be the entire responsibility of the City. The City will also be responsible for maintenance, operation and policing of the parking facility, including necessary delineations for orderly parking and possible installa- tion of parking meters. To facilitate construction of the Freeway Project, it will be necessary for the City to defer inauguration of it's work in developing the parking facility until such time as construction on the Freeway project has been completed. There is, however, one excep- tion. The lot immediately East of the Court House, designated as Lot 2 on Exhibit "A" maybe developed at an earlier date if the City so desires. The City agrees to con- struct the parking facilities on all other lots, has herein provided, immediately after completion of the Freeway project. 3. Parking regulations shall be enforced by the City limiting parking to single unit motor vehicles of size and capacity no greater than prescribed for l4 ton trucks, such vehicles to conform in size and use to governing State statutues. Re shall be enforced by the City prohibiting the parking of vehicles carrying highlyyiinfloammable ns or explosive loads, and prohibiting use of the parking facility in any manner for pedd- lirkingj- adverti Wig, or any other purpose not in keeping with the objective of a public 4. Should it be found at any future time that traffic conditions have so changed that the existence or use of the parking facility is impeding maintenance, restricting operation, or is damaging the highway project facilities, or is not in the est it is herebypublic inter— s agreed that either (1) corrective action acceptable to both parties shall be taken to eliminate the objectionable features of the parking facility, or (2) upon written 30-day notice by either party this supplemental agreement shall terminate and the use of the area for a parking facility shall be discontinued. 5. It is understood that this supplemental agreement pertains only to the parking facility, including points of ingress and egress, and in no other way modifies or super- sedes the terms and provisions of the agreement as executed by the City and the State for the highway project facility, dated October 19, 1955. This supplemental agreement shall be attached to the highway project agreement and made a part thereof in all re- spects. 6. The City agrees to indemnify the State against any and all damages and claims for damages arising mit of, incident to or in anyway connected with the installation, the construction, the existence, the use and/or maintenance of the parking facility, and the City does hereby agree to indemnify the State against any and all court costs, attorneys' fees and all expenses in connection with suits for such damage and shall, if requested to do so in writing, assist or relieve the State from defending any such suits brought against it. Nothing herein contained shall be construed to place upon the State any manner of liability for injury to or death of persons or for damage to or loss of property arising _ out of or in any manner connected with the maintenance or use of the parking facility, and the City will save the State harmless from any damages arising from said maintenance and/or use of said.parking facility. It is understood between the parties that should the current negotiations between the Texas City Attorneys' Association and the State Highway Department produce a different indemnification provision which is acceptable to both parties, said provision shall be attached to and become a part of this agreement in lieu of the above two paragraphs. IN WITNESS WHEREOF, the parties have hereunto affixed their signatures, the City of Corpus Christi on the I on the 94 day of art, -id iiji V/57 ATTEST: day of 195 Q. ., 195 , and the Highway Department J. Y>r \ej vx< CITY OF s' RPUS CHRISTI BY City Manager THE STATE OF TEXAS Certified as being executed for the purpose and effect of activating and/or carrying out the orders, established policies, or work pro- grams heretofore approved and authorized by the State Highway Commission: BY Adminis tive F gineer APPROVAL RECOMMENDED: 77 Q. District bngineer T�. /lug' Desi . reF Ings4ee� g21 4ytiufey +I e"1°7 bhgineer, Land Service Roads --PAV LL.r I L! A.:18 ai ci4.y ev.pen 5e. —Poop. Ceram Cufb n VIA' A AkC-, �. Co?PUS CllR11:-1 7 As t -'1 SUPPLEMENT TO PROD EGT U 657 (IsJ EXHIBIT PLAN FoR VEH[GUI.AR PARKING TAC1L1T1F5 AROPoStD BY Cilx OF GO'QpUS CHR iSTI TO AccOWANY 5U?PWINvAL A61EMT PLAN SCALA "• 40* S HttET L of 3 SHmFCS FED. RD. DIY. NO. STATE FEDERAL PRQJECT NO. SHEET NO. 6 TEXAS U LP57 (4 5) STATE DIST. NO. COUNTY CONT. SECT. JOB HIGHWAY NO. 1 C Huse es _,'74• 4 27 ;`Y', g , MESQUITE ST\ :. ,..,.......,. -,..-------•If:s-- .'.- - ,==....---------0 9 l' i N , ..... 1 _. _.- .. f 01 0 - c.. 3 1 Fa • 1 LI 4) l rd Y14- I I a- 3 1 a. al I 1 I -) A . N I ---1 4 -1:2, • • 0 1.. 1 , . < - 7.(,) - - ; la - 3 A.... • . I n ....- >1 -0 - i 1 _ inlF 2 1— pc J00 2 UII U 1S IIflOSV\ 51"1vM:Q IS • us W. \c0\!& c\j 4 t Gx v c 4 rst iJ •!• Nik,MSCIS, �.r fry ra 0 1 kd 17'E.,_ r ' r r fp tN ' 3• 0 3 G0 t 1 1 - 2 71 0 --j • r o a,� 5 n '4 0 1,:Li .4; n ft '5 rcl rn t 1� '1`'dM3Q 1 S` 4 i7 • 1] I 71N-13cy'OHS i'\ tit Exhibit C HELIPORT PARKING FACILITY AND PUBLIC PARKING FACILITY CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARMENT OF CAPITAL PROGRAMS !" PAGE 1OF1 Corpus Chr sti Capital Programs Heliport Parking Facility Public Parking Facility located on State Highway 9/BS 44-D Council Presentation February 10, 2015 Aerial View Corpus Chr sti Capital Programs LQCATION MAP NOT TO SCALE AGENDA MEMORANDUM Future item for the City Council Meeting of February 10, 2015 Action item for the City Council Meeting of February 17, 2015 DATE: January 23, 2015 TO: Ronald L. Olson, City Manager THRU: Gustavo Gonzalez, P. E., Assistant City Manager of Public Works and Utilities gustavogo@cctexas.com (361) 826-3897 FROM: Valerie H. Gray, P. E., Executive Director of Public Works valerieg@cctexas.com (361) 826-3729 Termination of the Multiple Use Agreement Nueces Bay Causeway Bait Stand located within State ROW on US Highway 181 CAPTION: Resolution authorizing the City Manager or designee to execute an agreement to terminate a previously executed Multiple Use Agreement between the State of Texas and the City of Corpus Christi for the Nueces Bay Causeway Bait Stand located within State right-of-way on US Highway 181. PURPOSE: The purpose of this Agenda Item is to execute an agreement to terminate a previously executed Multiple Use Agreement between the State of Texas and the City of Corpus Christi for the Nueces Bay Causeway Bait Stand located within State right-of-way on US 181. BACKGROUND AND FINDINGS: Termination of this Multiple Use Agreement was instigated by TXDoT in an effort to amend the contradiction in usage rights from TXDoT and the City, to TXDoT and the Texas General Land Office (GLO). ALTERNATIVES: 1. Authorize execution of the termination of the Multiple Use Agreement. 2. Do not authorize execution of the termination of the Multiple Use Agreement. (Not Recommended) OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Not applicable EMERGENCY / NON -EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Not applicable FINANCIAL IMPACT: Fiscal Year 2014-2015 Project to Date Expenditures Current Year Future Years TOTALS Budget $0.00 $0.00 $0.00 $0.00 Encumbered / Expended Amount $0.00 $0.00 $0.00 $0.00 This item $0.00 $0.00 $0.00 $0.00 Future Anticipated Expenditures This Project $0.00 $0.00 $0.00 $0.00 BALANCE $0.00 $0.00 $0.00 $0.00 Fund(s): Not applicable Comments: None RECOMMENDATION: City staff recommends approval of the Resolution. LIST OF SUPPORTING DOCUMENTS: Termination of the Multiple Use Agreement Location Map Resolution Presentation Resolution authorizing the City Manager or designee to execute an agreement to terminate a previously executed Multiple Use Agreement between the State of Texas and the City of Corpus Christi for the Nueces Bay Causeway Bait Stand located within State right- of-way on US Highway 181. WHEREAS, Texas Department of Transportation (TxDOT) has conducted its annual inspection of Multiple Use Agreements (MUAs); WHEREAS, TxDOT inspected the MUA for recreation and parking for the Nueces Bay Causeway (Bait Stand) located within State right of way (ROW) on US Highway 181; WHEREAS, this MUA, executed on 11 November, 1977, is in conflict with an executed Lease Agreement for the same location; WHEREAS, TxDOT has provided the City with a copy of the Lease Agreement between the State of Texas and the current lessee/user of this property; WHEREAS, the Corpus Christi District of TxDOT therefore requests that the City initiate termination procedures to terminate this MUA, NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to execute the Termination of the Multiple Use Agreement between the State of Texas and the City of Corpus Christi for recreation and parking uses of certain property located within State right-of-way on US 181 for the Nueces Bay Causeway Bait Stand. ATTEST THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Nelda Martinez Mayor K:\ENGINEERING DATAEXCHANGE\VELMAP\TXDOT\TERMINATION MULT USE AGREEMENTS\NUECES BAY CAUSEWAY BAIT STAND\RESOLUTION RECREATION PARKING NUECES BAY CAUSEWAY BAIT STAND.DOCX Corpus Christi, Texas of The above resolution was passed by the following vote: Nelda Martinez Rudy Garza Chad Magill Colleen McIntyre Lillian Riojas Brian Rosas Lucy Rubio Mark Scott Carolyn Vaughn K:\ENGINEERING DATAEXCHANGE\VELMAP\TXDOT\TERMINATION MULT USE AGREEMENTS\NUECES BAY CAUSEWAY BAIT STAND\RESOLUTION RECREATION PARKING NUECES BAY CAUSEWAY BAIT STAND.DOCX Texas Department of Transportation 125 EAST 11TH+ STREET 1 AUSTIN. TEXAS 787012483 1 (512; 463 8588 1 WWW.TXDOT.GOV September 26, 2014 John N. Maggiore Capital Programs - Project Manager City of Corpus Christi 1201 Leopard St. Corpus Christi, TX. 78401 RE: Multiple Use Agreement Termination Request US 181 (0101-06) - Nueces Bay Causeway Recreation, Parking, etc. Corpus Christi, Texas Dear Mr. Maggiore, During our annual inspection of this Multiple Use Agreement (MUA), executed on 11 November, 1977, it was ascertained that this MUA is in conflict with an executed Lease Agreement for the same location. The Corpus Christi District of TxDOT, therefore, respectfully request that termination procedures be initiated in order to terminate this MUA. A copy of this MUA can be made available if required for termination procedures. If you have any questions regarding this matter, feel free to contact me at (361) 808-2384 or at the following address: Texas Department of Transportation Corpus Christi Area Office 1701 S. Padre Island Drive, Bldg. 3 Corpus Christi, TX 78416 Sincerely, Janan Nova Sahtout Lee, P.E. Assistant Area Engineer Corpus Christi Area Office OUR GOALS MAINTAIN A SAFE SYSTEM • ADDRESS CONGESTION • CONNECT TEXAS COMMUNITIES ■ BEST IN CLASS STATE AGENCY An Equal Opportunity Employer MUA Termination Page 1 of 2 TERMINATION OF THE MULTIPLE USE AGREEMENT BETWEEN THE STATE AND THE City of Corpus Christi FOR THE Recreation, Parking, etc. (Nueces Bay Causeway) Bait Stand . STATE OF TEXAS COUNTY OF TRAVIS § This Agreement terminates the previously executed Multiple Use Agreement for construction, maintenance, and operation of Recreation, Parking, etc. (Nueces Bay Causeway) Bait Stand on the Texas Department of Transportation right-of-way, in Nueces County, originally dated the 16th day of November , 1977 , by and between the Texas Department of Transportation, hereinafter referred to as "State" and the City of Corpus Christi , hereinafter referred to as , City ^. WITNESSEETH WHEREAS, Citv has requested the State to discontinue their responsibilities for the continued maintenance and operation, of Recreation, Parking, etc. (Nueces Bay Causeway) Bait Stand , located within State right-of-way on US 181 , Control 0101 Section 06 in City of Corpus Christi and being more particularly described in the exhibits attached hereto and made a part hereof; and WHEREAS, the governing body of the City has indicated by Resolution/Ordinance No. , on the day of , 20_ to dissolve their partnership with the State evidenced by the execution of the this Agreement with the State; and WHEREAS, the City will undertake to restore the area to a condition acceptable to the State prior to the execution of this agreement. MUA Termination Page 2 of 2 A. Exhibit A — Executed Lease Agreement; B. Copy of Original Multiple Use Agreement C. Copy of Resolution/Ordinance IN WITNESS WHEREOF, the parties have hereunto affixed their signatures on the day of , 20 , and the State on the day of , 20 STATE OF TEXAS Certified as being executed for the purpose of activating and/or carrying out the orders, established policies, or work programs heretofore approved by the Texas Transportation Commission. By: By: Signature Printed Name Title Signature Carolyn DiII, P.E. Director, Maintenance Division APPROVAL RECOMMENDED: Contact Name By: District Engineer Contact Telephone Number Printed Name Approved as to form• Assistant City Attorney For City Attorney Date Exhibit A To: MEMORANDUM John P. Campbell, P.E. Director Right of Way Division Attention: Property Management Section From: Nelda R. Eureste South Region Right of Way Mani er Date: May 2, 2012 Subject: Lease Assignment Lease No. L16-178-311 Nueces County, Corpus Christi, TX Nueces Bay Bait Stand US Hwy 181 CSJ: 0101-06 Enclosed is a copy of the Lease Assignment for the above mentioned lease. Please be advised that a certificate of insurance providing the required coverage will be forwarded upon receipt from the Assignee. Please contact James Sexton at (361) 808-2207 for additional information or explanation. f ,Texas Department of Transportation 403 RUCK STREET • YOAKUM. TEXAS 77995-2973 • (361) 293-4300 May 2, 2012 Corpus Christi District Nueces County US Hwy 181 CSJ: 0101-06 Re: Assignment of TxDOT Lease No. L16-178-311 Fajitaville, LLC Lynn Frazier - President 5655 Bear Lane Suite 100 Corpus Christi, TX 78405 Dear Mr. Frazier: Enclosed for your records are copies of the Lease Agreement and Lease Assignment for the above mentioned lease. Please be informed that the lease payment of $2,150.00 is due and payable for each six months throughout the Lease term. Each six months of rent shall be due and payable in advance of March 1'I for the first six months and September 1st for the second six months. Please also be informed that a certificate of insurance providing the required coverage must be furnished to TxDOT for commercial general liability insurance insuring against injury and damage during the lease term. All liability insurance policies must be with companies licensed by the Texas Department of Insurance and must include the following endorsements: • TxDOT is to be included as an additional insured. • A waiver of subrogation in favor of TxDOT • A thirty (30) day notice of cancellation to TxDOT, if the insurance is cancelled. Should you need additional information or explanation, please contact James Sexton at (361) 808-2207. Sincerely, Nelda R. Eureste South Region Right of Way Manager THE TEXAS PLAN REDUCE CONGESTION • ENHANCE SAFETY • EXPAND ECONOMIC OPPORTUNITY • IMPROVE AIR QUALITY PRESERVE THE VALUE OF TRANSPORTATION ASSETS An Equal Opportunity Employer ,Texas Department of Transportation 403 HUCK STREET • YOAKUM, TEXAS 77995-2973 • (361) 293-4300 May 2, 2012 Corpus Christi District Nueces County US Hwy 181 CSJ: 0101-06 Re: Assignment of TxDOT Lease No. L16-178-311 Nicolas Garcia, Jr. 7 Royal Oaks Blvd. Hickory Creek, TX 75065-2929 Dear Mr. Garcia: Enclosed for your records is a copy of mentioned lease. Should you need additional information Sexton at (361) 808-2207. the Lease Assignment for the above or explanation, please contact James Sincerely, et Nelda R. Eureste South Region Right of Way Manager THE TEXAS PLAN REDUCE CONGESTION • ENHANCE SAFETY • EXPAND ECONOMIC OPPORTUNITY • IMPROVE AIR QUALITY PRESERVE THE VALUE OF TRANSPORTATION ASSETS An Equal Opportunity Employer Date: LEASE ASSIGNMENT (Limited Release) zea Assignor: Nicolas Garcia. Jr. Assignee: Lease No. L 16-178-31 I Date: ft1Q cc h St aoo e Lessor. 1 exas Department of Transportation Lessee: Nicolas Garcia, Jr. Premises. The property more particularly described on Lxhibits "A", "B". "C". •'C-1" and "U-' attached hereto and incorporated herein for all purposes. Assignor assigns to Assignee Lessee's interest in the Lease. Assignor agrees that Assignor remains liable to Lessor for the performance of all of Lessee covenants, duties and obligations accruing under the Lease prior to the date hereof, including without limitation, the indemnity provisions. provided however. that Assignor is hereby released from all such liability accruing after the date or -this Assignment. Assignee agrees to assume Lessee's obligations under the Lease and to accept the premises in their present "AS IS" condition. Lessor consents to this Assignment and to the above-described limited release of'Assignor. ASSIGNOR: Name of company: B): /C4`,/, _ c . l` '7/7/1•4...' (signature) Printed name: Nicolas Garcia. Jr. ASSIGNEE: Name of company: LGG 1,y4 .66fsee Title: fide: ?"1.4.,.v.).-4.— '� LESSOR: Texas Department of Transp tion By: Z _� btu e) Printed name: LonvOt J- C r[iefe.I [t Title: xr► Jeir:+An (�. :%rrt..c-T 'Er n¢e✓ EXHIBIT A Nueces Bay Bait Stand Vicinity Map EXHIBIT B Nueces Bay Bait Property ueceS B • t IM1-1 r1 EXHIBIT B-1 Nueces Bay Bait Property Aerial View Texas Parks and Wildlife Ramp and associated structures • F. Ar it EXHIBIT C Drawing of Nueces Bay Bait Stand Property • sit 0. HWM Nueces Bay • .1.41444 5 4 T". A Ft' 44440 .4144514, "'NO 51 4 ; Ina 4 11,* .;„ 4 so..411•441, 4 Dlrt Parking Lot ••, 4444444.44 Rol Natural Shoreline/HWM Uhl 41441 35 - .4 I 1131.4=715 It • 1l 7, Min 3 4 -fit ••••• ,, +el ..... ••• • bored Menge - • 1411. • • x TITLE Schena. Kenneth - LC900015 DATE OF INSPECTION. August 11. 2000 COMPANY: Texas Genera. Land Office CREATOR. Yemeni DRAWING SCALE. : 11211 -EXHIBIT C— Nueces Bay Tide: normal vrsbility 1 ft Unvegeteted Submerged Scattered Oers EXHIBIT C-1 Drawing of Texas Parks and Wildlife Department Boat -ramp Concrete L -Heed + *-5S'HAN tea craaacotont Rp-Rap 117 171) PendinelMUkkaaty-Nagr3t5lon(it 4cr I•M1 1 Mt Upland (Parking Lot) Legal DescriptiurxNueces gay, Tract 788, South Side, West Side of Causeway, Adjacent to US 181 h Carpus Christi upuira vigtheam.queptela Oaang Lop *Iah.it upland es aion:. z imu -E Nueces County--Cf20010009 (SBF owl 6-137-178) DATE OF INSPECTION: D5-01-2006 4PANY: Texas General Land Office WING SCAT F. lin • Mit a 1 1 1 t • 1 ! t 4-11—t CREATOR: H. Wadzinski modified by Buschang ID(HIBri" D Diagram of Nueces Bay Bait Stand Property I Exhibit B U.S. DEPARTMENT OF TRANSPORTATION FEDERAL HIGHWAY ADMINISTRATION 626 FEDERAL OFFICE BUILDING AUSTIN. TEXAS 7a701 Multiple Use Agreement City of Corpus Christi, Texas Project FAP -204 Nueces County Control 101-6 U.S. 181: Near the south end of Nueces Bay Causeway Mr. B. L. DeBerry Engineer -Director State Department of Highways and Public Transportation Attention: Hr. Byron C. Blaschke Dear Sir: December 2, 1977 IN HMV 11111 10 HRW-TX /ov, I'?g9.7 Pini 03 The subject Multiple Use Agreement submitted with your letter of November 28, 1977, is approved, subject to Federal Highway Administra- tion receipt of and concurrence in the construction plans for this proposed facility as provided in Item 1 of the Agreement. We further concur that the proposed facility is considered to be a non -major action and a Negative Environmental Declaration is not required. Sincerely yours, /24 )456L1( John J. Conrado Division Administrator By: Jack D. Staples COMMISSION REAGAN HOUSTON CHAIRMAN DEWITT C GREER CHARLES E SIMONS • STATE DEPARTMENT OF HIGHWAYS AND PUBLIC TRANSPORTATION AUSTIN. TEXAS 71701 November 28, 1977 Multiple Use Agreement City of corpus Christi US 1812 Near the south end of Nueces Bay Causeway Control 101-6, Nueces County Mr. John J. Conrado Division Administrator Federal Highway Administration Austin, Texan 78701 Attentions Mr. Jack Staples R VE, DISTRICZ• 16' CCRPU§ CHRISTI ENG.NEER.OI ECTOR H- L.❑EBERRY . Nov 3'(j 1977 at47 -e1 z'et.I{IGWVAYS rAND. PUELjC thANSPERTATt1]li, IN REPLY REFER TO FILE NO 4,D -18M k - i5' Dear Sir: Attached ie a copy of a Multiple Use Agra406et for thearea' "t within the right of way of US Highway 181 from "the noriaal - shoreline to the south -end of the Nueces Hay Cause:fay.' The maintenance, operation and funding of thio facility sbali- be entirely the responsibility of the City:, Th.'conitit3Ctian ' . 3 plans will be submitted to this -office priof to ,tbe initi'ations,5 L` of work. This is considered to be a'.aon• major actions 2nd such, a Negative Environmental beclaretion ie not rimed. .-a �-"- f Your approval of this agreet . i■ roqueitid. BLnCerely LP i , )IL . Atter I n{ otri r!t 16 St sM _ B. L. DeBerry{_ +�;- Engineer-Dir ctor . -t-("Z-7-r---11--....;m Byron . Blae;} et'' of Maintenance Operation COMMISSION REAGAN HOUSTON CHAIRMAN CEWITT C GREER CHARLES E SIMONS STATE DEPARTMENT OF HIGHWAYS AND PUBLIC TRANSPORTATION .L,.rti. FEXAS MIR December 12, 1977 Multiple Use Agreement City of Corpus Christi US 181: Near the south end of Nueces Bay Causeway Control 101-6, Nueces County Mr. Roger Q. Spencer, Jr. District Engineer Corpus Christi, Texas Dear Mr. Spencer: :N3INEER DIRECTOR B L OEBCIRRY iI REPLY REFER TO RLE NO D -18M Attached are two executed copies of a Multiple Use Agreement for the area within the right of way of US Highway 181 from the normal shoreline to the south end of the Nueces Bay Cause- way. This Agreement is approved subject to Federal Highway Administration receipt of and concurrence in the construction plans for this facility as provided in Section I-1 cE the Agreement. Please submit one of the agreements to the City for their files. RECEIVED Dr.TRICT 15 CORPUS CHRISTI DEC 1 t 1977 STATE DEPT. of HIGHWAYS AND PUBLIC TRANSPORTATION ML Attach. Sincerely yours, B. L. DeBerry Engineer -Director By: By on C. Blaschke, Chief Engineer of Maintenance Operations '" P. O. Box 7708 Corpus Christi, Texas 7415 December 15, 1977 Control 101-6 US 181 Nueces County Multiple Use Agreement City of Corpus Christi Mr. L. W. Hennings Director, Department of Inspections and Operations City of Corpus Christi P. O. Box 9277 Corpus Christi, Texas 78409 Dear Mr. Hennings: Attached is your executed copy of the multiple use agreement for the area within the right of gray of US 181 from the normal shoreline to the south end of the Naeces Bay Causeway. This agreement is approved subject to the State and the Fadaral Highway Administration receipt of and concurrence in the construction plans for this facility as provided in Section X-1 of the agreement. Sincerely, Eoger Q. Spencer, Jr. District Enginear District Number Sixteen iiCZ :dh Attachment MULTIPLE USE AGREEMENT THE STATE OF TEXAS 1 COUNTY OF NIECES 1 This agreement made this (.--rev day of , A.D. 19'7 , by and between the State Department of Highways and Public Transportation, here- inafter referred to as "State", party of the first part, and the City of Corpus Christi, hereinafter called the "City", party of the second part. WITNESSETH WHEREAS, the City has requested the State to approve and assist in development and operation as a multiple use area, for recreation, parking, and other public purposes, the area within the right of way of US Highway 181 from the normal shoreline to the south end of the Nueces Hay Causeway, as shown on the attached layout. WHEREAS, the State has indicated its willingness to approve the establishment of such facilities and other uses conditioned that the City will enter into agree- ments with the State for the purpose of determining the respective responsibilities of the City and State with reference thereto, and conditioned that such uses are in the public interest and will not damage the highway facilities, impair safety; impede maintenance or in any way restrict the operation of the highway facility, all as determined from engineering and traffic investigations conducted by the State. AGREEMENT NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements of the parties hereto to be by them respectively kept and performed as hereinafter set forth, it is agreed as follows: 1. The parties hereto will prepare or provide for the construction plans for the facility, and will provide for the construction work as re- quired by said plans. Said plans shall include the design of the access control, necessary horizontal end vertical clearances from highway structures, adequate landscape treatment, adequate illumina- tion, and general layout; and they shall also delineate and define the construction responsibilities of both parties hereto and when approved, shall be attached to the agreement and made a part thereof in all respects. Any future revisions or addition of permanent im- provements shall be made after prior approval of the State. 2. Ingress and egress shall be allowed at all times to such facility for State forces and equipment when highway maintenance operations are necessary, and for inspection purposes; and upon request, all parking or other activities for periods required for such operations will be prohibited if it would interfere with the conduct of said operations. 3. Parking regulations shall be established limiting parking to single unit motor vehicles of size and capacity no greater than prescribed for 1-1/2 ton trucks, such vehicles to conform in size and use to governing laws. 4. Regulations shall be established prohibiting the parking of vehicles transporting inflammable or explosive loads and prohibiting use of the area in any manner for peddling, advertising, or other purposes not in keeping with the objective of a public facility. The erection of signs other than those required for proper usage of the area will be prohibited. All signs shall be approved by the State. 5. Maintenance and operation of the facility shall be entirely the re- sponsibility of the City. Such responsibility shall not be transferred,- assigned or conveyed to a third party without approval of the State. Further, such responsibility shall include picking up trash, mowing, and otherwise keeping the facility in a clean and sanitary condition, and surveillance by police patrol to eliminate the possible creation of a nuisance or hazard to the public. Hazardous or unreasonably objectionable sw ke, fumes, vapor or odors shall not be permitted to rise above the grade line of the highway, nor shall the facility sub- ject the highway to hazardous or unreasonably objectionable dripping, droppings or discharge of any kind, including rain or snow. 6. Any fees levied for use of the facilities in the area shall be nominal and no more than are sufficient to defray the cost of construction, maintenance and operation thereof, and shall be subject to State approval. 7. This provision is expressly made subject to the rights herein granted to both parties to terminate this agreement upon notice, and upon the exercise of any such right of either party, all obligations herein to make improvements to said facility shall immediately cease and terminate. 8. All structures located or constructed within the area covered by the agreement shall be constructed in accordance with the Southern Standard Building Code. The storage of inflammable materials or other operations deemed to be a potential fire hazard shall be subject to regulation by the State. No structures shall be located under the Nueces Bay Causeway nor within 100 feet of the causeway. All structures within the facility shall be maintained in good condition and the exterior material painted when required. 9. If in the sole judgement of the State it is found at any future time that traffic conditions have so changed that the existence or use of the facility is impeding maintenance, damaging the highway facility, impairing safety, or that the facility is not being properly operated such that it constitutes a nuisance, or if for any other reason it is the State's judgment that such facility is not in the public interest, this agreement under which the facility was constructed may be: (1) modified if corrective measures acceptable to both parties can be applied to eliminate the objectionable features of the facility, or (2) terminated and the use of the area as proposed herein discontinued. 10. Upon written notification by either party hereto that such facility should be discontinued, each party shall, within one year, clear the area of all facilities that were its construction responsibilities under this agreement, as necessary to restore the area to a condition satisfactory to the State. 11. It is understood that this agreement in no way modifies or supersedes the terns and provisions of any existing agreements between the parties hereto. 12. The City shall, insofar as it is legally permitted and subject to such limitations, indemnify the State against any and all damages and claims for damages, including those resulting from injury to or death of persons or for loss of or damage to property, arising out of, incident to or in any manner connected with its construction, maintenance or operation of the facility, which indemnification shall extend to and include any and all court costs, attorney fees and expenses related to or connected with any claims or suits for damages and shall, if requested in writing by the,( State to do so, assist the State with or relieve the State from defending any suit brought against it. Neither party hereto intends to waive, re- linquish, limit or condition its right to avoid any such liability by claiming its governmental immunity. When notified by the State to do so, the other party hereto shall promptly pay the State for the full cost of repairing any damages to the highway facility which may result from its construction. maintenance or operation of the facility, or its duly authorized agents or employees, and shall promptly reimburse the State for costs of construction and/or repair work made necessary by reason of such damages. Nothing in this agreement shall be construed as creating any liability in favor of any third party or parties against either of the parties hereto nor shall it ever be construed as relieving any third party or parties from any liabilities of such third party or parties hereto, but the other party hereto shall become fully subrogated to the State and shall be entitled to maintain an action over and against third party or parties legally liable for having caused it to pay or disburse any sum of money hereunder. 13. The City shall provide necessary safeguards to protect the public on State -maintained highways including adequate insurance for payment of any damages which might result during the construction of the facility occupying such airspace or thereafter, and to save the State harmless from damages, to the extent of said insurance coverage and insofar as it can legally do so. 14. It is to be understood that the State by execution of this agreement does not impair or relinquish the State's right to use such land for right of way purposes when it is required for the construction or re- construction of the traffic facility for which it was acquired, nor shall use of the land under such agreement ever be construed as abandon- ment by the State of such land acquired for highway purposes. 15. "ATTACHMENT A", which states additional requirements as set forth in the Federal Highway Administration's Federal -Aid Highway Program manual, shall be•attached to and become a part of this agreement. The City, for itself, its personal representatives, successors and interests and assigns, as part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that: (1) no persons, on the ground of race, color or national origin shall be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination in the use of said facility; (2) that in the construction of any improvements on, over or under such land and the furnishing of services thereon, no person on the ground of race, color, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination; (3) that the City shall use the premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in Federally - assisted programs of the Department of Transportation - Effectuation of Title VI of the Civil Right Act of 1964, and as said Regulations may be amended. That if in the event of any breach of the above non-discrimination covenants, the. State shall have the right to terminate the lease and reenter and repossess said land and the facilities thereon, and hold the same as if said lease had never been made or issued. The attached Exhibits B, C, D, and E constitute a part of this agreement. IN WITNESS jai IEREOF, the parties have hereunto affixed their signature, the City on the G*--. day of <!--)c4-a L-1 , A.D. 1977, and the State on the IC. 114 day of NouJn ; ,A.D. 1977. 'TTY flF CDRPI(S CHRTSTI By: R. Marvin Tawnse , City Mana ATTEST: fia Ci y Secy. Title APPROVED: a ll /977 J. BRUCE AYCOCK, CIT ATTORNEY By A st. City Atto?he /6�r Dfr'ector of Fina ce ,..139,69 AU111O}Icr COUNCIL ..,!D ::5- 7.�_... OR - SFC ;€TF,tY STATE OF TEXAS Certified as being executed for the purpose and effect of acti- vating and/or carrying out the orders, established policies, or work programs heretofor approved by the State Highway and Public Transportation Commission. By: gineer-Director APPROVAL RECOMMENDED: Chia gineer •f Maintenance Oper: 0e7 /Z - Chief Engineer of Highway Design ATTACHMENT A Inasmuch as this project is on the Federal -aid highway system, the following additional requirements are applicable in accordance with the Federal Highway Administration's Federal -Aid Highway Program Manual. 1. Any significant revision in the design or construction of the facility shall receive prior approval by the State Department of Highways and Public Transportation subject to concurrence by the )HWA. 2. Any change in the authorized use of airspace shall receive prior approval by the State Department of Highways and Public Transportation subject to concurrence by the FHWA. '3. The airspace shall not be transferred, assigned or conveyed to another party without prior State Department of Highways and Public Transportation approval subject to concurrence by the FHWA. 4. This agreement will be revokable in the event that the airspace facility ceases to be used or is abandoned. ATTACaMENT B NUECES BAY BAIT STAND LEASE AREA Being a portion of Nueces Bay and a portion of Block 415, Brooklyn Addition, as shown by map of record in Volume A, Page 32, Map Records, Nueces County, Texas, and more par— ticularly described by mates and bounds as follows: BEGINNING at a point in the centerline of State Highway No. 181 right of way, said point being Engineers Station 995 + 01.33 and being the South end of the concrete deck of the Nueces Bay Causeway: THENCE N. 50° 23' E. along the centerline of said right of way a distance of 236.83 feet to a point which is Engineers Station 992 + 64.5; THENCE N. 39° 37' W. a distance of 146.08 feet to a point for the Southeast and beginning corner of the tract of land herein described; THENCE N. 58° 01' 25" W. a distance of 100.0 feet to a point; THENCE N. 31° 58' 35" E., passing the normal shoreline of Nueces Bay at 70.53 feet, in all a distance of 175.0 feet to a point on the bottom of said Nueces Bay; THENCE S. 58° 01' 25" E., along the bottom of said Nueces Bay, a distance of 100.0 feet to a point; THENCE S. 31° 58' 35" W., along the bottom of said Nueces Bay, passing the normal shoreline of said bay at 111.20 feet, in all a distance of 175.0 feet to the place of beginning and containing 17,500 square feet or 0.401 acres, more or less. • �sB�dry �0ad. Alarmed 5hareline c oe :o. / De . 5/0.'99216a.z, Nene/ Canc.. Cau5ewau //vg. ay,/ Ery. 5/c. 995101.13 or Co,PPu5 CN.P/5T1, TL1d 044:/,, Lo4a4.eur apc51111 A/uacff5 &err• ,5,y1,7 - /MO -J1r - Deo) /• 50.0. n.n. • ATTACiteZNT "C" • ► Loco r.04 4'40- )./0/1.77a/ Share/ine • .�. _ • /40 - • /1;1. 1i /I N End t Ceriseriw ifiavy. DC71. L»9. 5/0. Ja5#O/•+3 Ca.?/5r,. i ,tis Pear Ann !�G = n /jai , ::.�.r 7' i`/+4g..27?.fF %-6".4 75.92.1 ATI MIEN T "D" . Exhibit C NUECES BAY CAUSEWAY BAIT STAND CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARMENT OF CAPITAL PROGRAMS !" PAGE 1OF1 Corpus Chr sti Capital Programs Nueces Bay Causeway Bait Stand located within State ROW on US Highway 181 Council Presentation February 10, 2015 Aerial View 00 Corpus Chr sti Capital Programs AGENDA MEMORANDUM Future Item for the City Council Meeting of February 10, 2015 Action Item for the City Council Meeting of February 17, 2015 DATE: February 10, 2015 TO: Ronald L. Olson, City Manager FROM: Gabriel Maldonado, Interim Procurement Manager gabrielm@cctexas.com (361) 826-3169 Robert Rocha, Fire Chief rrocha@cctexas.com (361) 826-3932 Lease -Purchase of Rescue Pumper CAPTION: Motion approving the lease -purchase of one (1) rescue pumper from Siddons-Martin Emergency Group, Houston, Texas for a total amount of $599,750.00, of which $10,607.00 is required for the remainder of FY 2014-2015. The award is based on the cooperative purchasing agreement with the Texas Local Government Purchasing Cooperative (TLGPC). Financing for the lease -purchase will be provided through the City's lease -purchase financing contractor. PURPOSE: The pumper will be used by the Fire Rescue Division of the Fire Department for emergency response services. BACKGROUND AND FINDINGS: This unit will replace an existing pumper unit, allowing Fire Rescue to maintain the current level of service in the community. ALTERNATIVES: None. OTHER CONSIDERATIONS: Financing for the lease -purchase is based on a sixty -month term with an estimated interest rate of 2.36% for an annual payment of $127,284.00. The total estimated cost over the five-year period, including principal of $599,750.00 and interest of $36,670.00, is $636,420.00. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Fire Department FINANCIAL IMPACT: ❑ Operating ❑ Revenue x Capital ❑ Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $1,280,681.52 $625,813.00 $1,906,494.52 Encumbered / Expended Amount $1,270,074.52 $0 $1,270,074.52 This item $10,607.00 $625,813.00 $636,420.00 BALANCE $0 $0 $0 Fund(s): General Fund Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: GERALD GOODWIN ITEM I DESCRIPTION PRICE SHEET TLGPC CONTRACT NO. 399-12 RESCUE PUMPER 1. I Rescue pumper TOTAL: Siddons-Martin Emergency Group Houston, Texas UNIT PRICE EXTENDED PRICE QTY. UNIT 1 Each $599,750.00 $599,750.00 $599,750.00 AGENDA MEMORANDUM Future Item for the City Council Meeting of February 10, 2014 Action Item for the City Council Meeting of February 17, 2014 DATE: January 15, 2015 TO: Ronald L. Olson, City Manager THRU: Susan K. Thorpe, Assistant City Manager SThorpe@cctexas.com 826-3898 Eddie Ortega, Director EddieO@cctexas.com 826.3224 FROM: Rudy Bentancourt, CD Administrator RudyB@cctexas.com 826.3021 Flour Bluff Revitalization Plan CAPTION: Resolution of the City Council of the City of Corpus Christi, Texas adopting a Revitalization Plan for the Flour Bluff area which is bordered by the King Ranch to the South, and by water on three sides, the Laguna Madre to the East, Oso Creek and Bay to the West, and Corpus Christi Bay to the North; and providing an effective date. PURPOSE: The plan identifies factors such as; Roads, Blight, City Facilities, Schools, Crime, Storm Water, Transportation, Environmental Conditions and Business Development that have occurred within the designated area. The plan also identifies funding used and to be used in the revitalization efforts of the designated area. ALTERNATIVES: None OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Council approval is required for the passing of the resolution. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: RECOMMENDATION: Staff recommends that City Council adopt the Flour Bluff Revitalization Plan. LIST OF SUPPORTING DOCUMENTS: Resolution Flour Bluff Revitalization Plan Revitalization Map Resolution of the City Council of the City of Corpus Christi, Texas adopting a Revitalization Plan for the Flour Bluff area which is bordered by the King Ranch to the South, and by water on three sides, the Laguna Madre to the East, Oso Creek and Bay to the West, and Corpus Christi Bay to the North; and providing an effective date. WHEREAS, the City of Corpus Christi, Texas has considered the revitalization needs of the Flour Bluff area (the "Designated Area"); WHEREAS, the City's considerations have incorporated public comment on factors including, but not limited to the following that may impact the Designated Area's need for revitalization: environmental conditions; real estate challenges, including vacancy and declining property values; infrastructure needs; adequacy of transportation; community amenities, including local public services such as libraries, refuse, parks, medical care and first responders; crime rates; school performance; the presence and need for business and employment opportunities; and diversification of the residents, businesses, and opportunities in the Designated Area; WHEREAS, the City Council has reviewed the Flour Bluff Revitalization Plan for the Designated Area (the "Plan"); WHEREAS, the Plan contemplates activities that have already been performed in the Designated Area and funding that has already been awarded to the Designated Area for such activities, along with additional and future proposed activities and funding for the Designated Area; WHEREAS, the City believes that the full funding for the activities described in the Plan will be available; WHEREAS, in furtherance of the community revitalization activities noted in the TG 110 Glenoak, LP and its affiliates (the "Applicant") propose to reconstruct an affordable housing development with up to 68 residential units (the "Affordable Housing") in the Designated Area, to be known as the 911 Glenoak Apartments; and WHEREAS, the Applicant proposes to apply for financing for the Affordable Housing, including Low Income Housing Tax Credits ("Tax Credits") from the Texas Department of Housing and Community Affairs ("TDHCA") pursuant to TDHCA's 2015 Qualified Allocation Plan (the "QAP"); WHEREAS, the City supports the development of the Affordable Housing because of its anticipated community revitalization impact for the Designated Area; and WHEREAS, the Affordable Housing is the only applicant for Tax Credits in the 2015 competitive round that the City wishes to receive two (2) points under 11.9(d)(7)(a)(ii)(III) of the QAP for contributing significantly to the City's revitalization efforts; NOW, THEREFORE, BE IT RESOLVED BYTHE CITY COUNCIL OF CORPUS CHRISTI, TEXAS THAT: Section One. The City hereby adopts the Plan in all respects. Section Two. The City supports the development of the Affordable Housing and has selected the Affordable Housing as the only proposed Tax Credit application for 2015 that contributes most significantly to the City's concerted revitalization efforts. Section Three. This Resolution shall become effective immediately upon its passage. PASSED AND APPROVED this day of , 2015 at a Regular Meeting of the City Council of the City of Corpus Christi, Texas. ATTEST: CITY OF CORPUS CHRISTI: Rebecca Huerta Secretary Corpus Christi, Texas of , 2015 Nelda Martinez Mayor The above resolution was passed by the following vote: Nelda Martinez Rudy Garza, Jr. Chad Magill Colleen McIntyre Lillian Riojas Brian Rosas Lucy Rubio Mark Scott Carolyn Vaughn City of Corpus Ch risti Flour Bluff Community Revitalization Plan Adopted by the City Council , 2015 FLOUR BLUFF COMMUNITY REVITALIZATION PLAN INTRODUCTION The City of Corpus Christi is a beautiful bay front community with the one of the largest ports in the nation. As the City grows, it becomes increasingly important to ensure that certain older areas are not left behind to become blighted and detrimental to our residents. Over the past fifteen years, the City, school district and others have been investing in an area of the City known as Flour Bluff and identified by the map shown on Exhibit A to this Plan. These investments have been intended to revitalize a deteriorating community. Despite a concentrated revitalization effort and a general understanding of the desired goals, a separate written plan for the Flour Bluff area has never been formally adopted. Thus, the purpose of this Plan is to seek public input as to the City's efforts to date along with additional efforts needed to provide a process for continued revitalization of the area known as Flour Bluff. Sources for investment in the Flour Bluff neighborhood begin with the Flour Bluff Independent School District which, for the last ten years, has provided quality schools to the Flour Bluff area. In addition, the City of Corpus Christi has invested Community Development Block Grant (CDBG) funds from HUD and the City' s Capital Improvement Program. The City has used and continues to utilize bond financing approved by voters in 2008, 2012 and 2014 for various improvements. Federal spending in this area has spiked over the last four years. Additionally, as improvements have taken hold, the private sector has made increasing investments in the Plan area. DESCRIPTION OF AREA The Flour Bluff area, called the "Revitalization Area" for purposes of this Plan, is described by the map shown on Exhibit A. Flour Bluff is a neighborhood community of Corpus Christi with its own personality. It is on a peninsula that is separated from the rest of the City by water on three sides. It borders the Laguna Madre on the east, Oso Creek and Bay to the west, Corpus Christi Bay to the north and the King Ranch to the south, encompassing 13.64 square miles or 13,739 acres. To the east across the Laguna Madre from Flour Bluff is Padre Island and the two are connected by the Kennedy Causeway. Flour Bluff accesses the rest of Corpus Christi to the west predominantly via South Padre Island Drive (SPID) which traverses Oso Bay into the remainder of Corpus Christi. The economics of the Revitalization Area have been significantly influenced by the Corpus Christi Naval Air Station (CC -NAS) which is outlined in orange on the map on Exhibit A. The Naval Air Station was built in 1941 as part of the World War II war effort. The Air Station houses Naval flight operations and these operations have shifted emphasis from Naval air flight operations to Army helicopter and related operations. Many of the areas in Flour Bluff with blight and deterioration are properties that housed the original military workers at the Naval Air Station. Activity at the Naval Air Station declined over time as a new Naval Air Station was built at Ingleside, Texas. This reduced activities at the Corpus Christi Naval Air Station until 2009 when Page 1 BRAC military restructuring at the Naval Air Station expanded Army operations. A master plan was developed in 2009 to improve and upgrade facilities at the Corpus Christi Naval Air Station for Army helicopter operations. In the last four years this has resulted in major improvements to the Naval Air Station, with continued planned improvements through 2040. The population of the Flour Bluff area is 23,338. A majority of the population in the Revitalization Area is Caucasian (68%) with the remaining ethnic groups being 25% Hispanic, 5% African American and 7% other. The Revitalization Area includes all or parts of census tracts 29, 30.01, 30.02, 31.01, and 31.02. Over 22% of the population in the Revitalization Area has income below the poverty level and 78% of the population is under the age of 20. CONSIDERATIONS IN IDENTIFYING THE AREA The Revitalization Area for this Plan has been identified based upon a desire to improve and/or revitalize the following areas: ❖ Infrastructure — Transportation, Drainage and Sewer. Several roads in the Revitalization Area are main arteries to the center of Corpus Christi. Streets such as Waldron Road, Laguna Shores NAS Drive, and Flour Bluff Drive connect the Revitalization Area to Padre Island Drive which is the main access to and from the central city. Many of these roads have been in disrepair for years and are in need of rehabilitation and expansion. Many roads do not have curb and gutter and thus present stormwater and safety issues. Coastal flooding is common in certain parts of the peninsula and adequate stormwater controls are lacking off the main thoroughfares of Waldron Road, Flour Bluff Drive and Padre Island Drive. Some older sewer lines in the area are cast iron and have deteriorated and need replacement. ❖ Lack of Social and Recreational Facilities. The Area has limited recreational facilities and the community pool closed in 2013. Much of the peninsula shoreline is not developed for recreational activities. Public and private projects are addressing this issue. ❖ Public Protection. Crime rates in the area are well documented. Crime in Flour Bluff is improving but is still 13% higher than the Corpus Christi average. The average Corpus Christi crime rate is 33% higher than the State average. ❖ Blight. Many residential houses, apartments and businesses are vacant, deteriorated, or had noticeable deferred maintenance when this revitalization work was initiated. While conditions are improving, much of the 40-50 years old housing stock and older commercial buildings have noticeable deferred maintenance conditions. Many vacant properties have high grass, illegal encampments and illegal dumping or are generally in disrepair. Most of these conditions are related to the reduced activity at the Naval Air Station discussed above. ❖ Schools. The emphasis of the revitalization of the area has centered on making the schools and school system exemplary. School attendance was declining and the schools were old and in need of renovation when this revitalization work first began. Access to quality schools is a critical component of revitalizing the area, particularly for those residing in the Page 2 Flour Bluff area. Over the last four years and going forward it is contemplated that the emphasis on school quality will continue. ❖ Inadequate Public Services. The Flour Bluff area is in need of a disposal facility (transfer station) for solid waste, including discarded appliances and furniture as well as safe disposal of household hazardous waste. There is much dumping of these type items in the Flour Bluff area due to lack of such facilities. Providing these public services would reduce dumping in the Flour Bluff area. ❖ Adverse Economic Conditions. The Flour Bluff revitalization efforts are impaired by the fact that the property is bordered on three sides by water and the fourth side by undevelopable land. Access to the rest of the City from the peninsula is limited to a select number of routes including the Crosstown Freeway Bridge, Yorktown Boulevard Bridge or by boat. The cost to build and insure properties is very high due to its proximity to coastal waters (hurricane, wind, flooding concerns). These additional costs, along with no clear attraction to the area, negatively impact economic development. ❖ Business Development. To date the main factor affecting the improvement of the economy in the Revitalization Area has been the status of Corpus Christi Naval Air Station. Corpus Christi continues to be proactive in improving infrastructure and the activities of our local military installations by targeted improvements to the Flour Bluff area that surrounds the Naval Air Station in order to maintain the base as the Army Depot, which is the largest single employer in the Revitalization Area employing over 5,000 people. Naval Air Station retention and/or expansion will have the greatest impact on area economics. Focusing on additional business retention, redevelopment and expansion efforts is critical, along with access to retail and employment centers because they are both vital to improving opportunities for the community and its residents. TARGETED COMMERICAL AND RESIDENTIAL REVITALIZATION Flour Bluff has many older single-family residential, multi -family residential and commercial buildings which are in disrepair, needing to be either renovated or demolished and reconstructed. Many buildings in Flour Bluff are over 50 years old. Though Flour Bluff desires to continue to attract new commercial businesses and housing projects, the emphasis of this Plan is on the renovation or demolition/reconstruction of existing older buildings. As a result the main emphasis of the plan is as follows: 1. Commercial — Attracting more new businesses and expanding and redeveloping existing businesses. 2. Residential — Because of the extent of existing affordable housing portfolio resulting from previously depressed economic circumstances, the focus going forward is for continued rehabilitation and redevelopment of the current affordable housing portfolio, both multi- family and single-family, along with attracting and promoting market based housing to the area. 3. Vacant properties — Working with property owners to maintain their properties and restore pride of ownership. Page 3 IMPROVEMENTS AND PROGRAMS ALREADY COMPLETED IN THE REVITALIZATION AREA The following improvements and programs have already been implemented to assist the Revitalization Area. While the City has been working with the Flour Bluff Independent School District to improve the Revitalization Area over the past fifteen years, the projects below have been implemented since January 1, 2011 and reflect more than $25 million of improvements. 1. Infrastructure — Transportation and Storm Water. Project: Flour Bluff Drive, Phase I, SPID to Graham and Flour Bluff Drive, Phase II, Graham to Don Patricio shown as a light green line on the map on Exhibit A involves reconstruction and widening of existing unimproved two lane roadway with a turning lane where necessary. Other improvements include curb and gutter, sidewalks, ADA curb ramps, pavement marking, water lines, manholes and streets. The improvements were completed in 2012 and provide efficient major street systems for the feeder streets to North Padre Island Drive. Source of Funding: Corpus Christi bond funds (2008 Issuance) Funding Amount: $7,371,346 Project: Flour Bluff Drive and SH358 intersection shown on the map on Exhibit A involves landscaping and various other improvements. Source of Funding: Texas Department of Transportation Funding Funding Amount: $385,000 2. Recreational. Project: Bluff Landing (Flour Bluff Marina) opened in March 12, 2011 and transformed a blighted area containing sunken boats, trash and other negative elements into a full service marina. This facility includes boat slips, pavilion, 23 room hotel, a restaurant, four corporate houses, and offers tackle and bait. It has become popular for kiteboarding, windsurfing and cookouts, in addition to fishing. See Exhibit A. Source of Funding: Private Funding Amount: Approximately $10,000,000 3. Public Protection. Project: The City's Police Department has located a police substation on Waldron to facilitate reducing the elevated crime levels in Flour Bluff. This substation opened in 2004 and has increased police presence in the area. Page 4 Source of Funding: City funding. Project: The Flour Bluff Independent School System added its own district security force to complement the City police presence in 2012 and to mitigate the effect of area crime on the schools. Source of Funding: School District funding Funding Amount: Current annual security budget over $550,000 4. Schools. Project: Provide exemplary education for the youth of Flour Bluff. This began 15 years ago and today the schools of Flour Bluff Independent School District are exemplary at all levels. Source of Funding: Flour Bluff Independent School District 5. Military (Federal) Developments. Project: Expansion of the Naval Air Station with construction of an Aircraft Corrosion Control Facility ($34.2 million) and an aircraft maintenance building ($21 million) by the Army on the Naval Air Station. This facility will be completed in 2016. This is a significant increase in the existing Corpus Christi Army Depot maintenance capacity. See Exhibit A. Source of Funding: Federal Military Funding Funding Amount: $55,200,000 Project: Construction of the Naval Air Training building (P450). This project was completed in 2014. Source of Funding: Federal Military Funding Funding Amount: Over $20,000,000 6. Business Development. Project: Walmart. On November 2, 2011 the new Walmart Super Store opened its new 24 hour facility in the Revitalization Area. See the location of this facility on the map attached as Exhibit A. Source of Funding: Private Funding Amount: In excess of $11,500,000 Page 5 IMPROVEMENTS AND PROGRAMS PLANNED FOR THE REVITALIZATION AREA The following improvements and programs are underway or planned for the Revitalization Area. Over $100 million of improvements and programs are expected to be implemented in the next two years. 1. Infrastructure — Drainage Project. Project: Corpus Christi CDBG projects outlined in red on the map on Exhibit A involving installation of new underground drainage system and other drainage improvements to the northern area of Flour Bluff bounded by Flour Bluff Drive, Matlock Street, Military Drive, Jester Drive, NAS Drive and the undeveloped properties along Jester and Matlock. The design is underway and construction will start once the contract is awarded. Source of Funding: Corpus Christi Capital Improvement Funds Funding Amount: $1,800,000 Project: Waldron Road — 2014 bond funds used for a road project from Caribbean Drive to Glenoak Drive designated as the yellow line shown on the map on Exhibit A. The road will be reconstructed, widened and rehabilitated into a five lane road with utilities. Improvements will include curb and gutter, sidewalks, ADA curb ramps, pavement marking and bikeway elevation design. Utility improvements will include underground stormwater system, water distribution and sanitary sewer system and various franchise utility relocations (as required). The improvements were approved by City voters in the November 2014 bond proposal and will be funded with bond proceeds. Source of Funding: Corpus Christi bond funds (2014 issuance) Funding Amount: $7,937,999 Project: Laguna Shore Road — City funds for the Laguna Shores Road sewer line replacement designated as the dark blue line on the map on Exhibit A. There are two force mains. The 10 inch cast iron main has exceeded its useful life and is planned for replacement. Construction is to start in 2016 and completion is expected early 2017. Source of Funding: Corpus Christi Capital Improvement Funds Funding Amount: $6,689,600 2. Blight. Since the revitalization work began, the City has noticed improvement to the neighborhood homes. However, deteriorated conditions continue off the main feeder roads to Padre Island Drive. This will only improve with more revitalization efforts focusing on Page 6 the deteriorated homes and business improvements. The City has implemented a program to address blight in specific problem areas of Flour Bluff. Beginning in 2012 the City implemented Operation Proud Partnership where police officers and city code enforcement staff meet with residents in neighborhoods to address code violations. Violations have included high grass, un -kept properties, illegal encampments and illegal dumping. This ongoing process aims at rebuilding neighborhood pride and is making marked improvements by increasing code compliance in these areas. 3. Recreation. Project: Natatorium to be constructed by the Flour Bluff Independent School District on Waldron Road. The peninsula has no public swimming pool. The Natatorium will be available to the public. See Exhibit A. Source of Funding: Flour Bluff Independent School District Bonds Funding Amount: $9,000,000 budgeted Project: Parker Park Improvements — 2012 Bond Funding. Park improvement plan is to modernize and beautify the park including, but not limited to, irrigation, landscaping, etc. Work is expected to be completed by January 2016. See Exhibit A. Source of Funding: Corpus Christi bond funds (2012 issuance) Funding Amount: $600,000 4. Schools. Project: On May 10, 2014 the Flour Bluff School District $48 million dollar bond fund was approved, which included the funding for the Natatorium detailed above. These funds are to be used to upgrade all the school facilities in the school system. Though the School District encompasses more than the revitalization area, these funds will be spent at the main campus on Waldron Road. All this funding will be funded inside the Flour Bluff revitalization area. See Exhibit A. Source of Funding: Flour Bluff Independent School District Funding Amount: $39,000,000 5. Public Services. Project: The City of Corpus Christi has planned the development of a Flour Bluff Citizens Collection Center in the area which will collect solid waste, discarded appliances and furniture and household hazardous waste. Timing of construction is contingent upon acquisition of the land and awarding contracts. Page 7 Source of Funding: Corpus Christi Capital Improvement Funds Funding Amount: $4,650,000 Project: Ethel Eyerly Senior Center - major remodeling and expansion. The Ethel Eyerly Senior Center is a city owned facility that provides activities for senior citizens during the week days. The center is located in the area as shown on the map on Exhibit A. Major remodeling of this center includes, but is not limited to, remodeling and expanding the restrooms including modification to meet ADA accessibility standards, HVAC replacement, and reconstruction of the entrance including new entrance canopy. Remaining improvements will be completed in the last 48 months. Source of Funding: CDBG Block Grant Funding Amount: $329,465 Remaining Amount To Be Funded: $201,500 6. Military (Federal) Developments. Project: Substantial expansion and modernization of the Naval Air Station is underway by the military. There is a master plan in place to renovate or reconstruct a significant part of the facilities located at the Naval Air Station. This plan is expected to be ongoing through 2040. The biggest component of the plan is the demolition of Building 8 (approximately 1 million square feet) into the new Building 1700 (approximately 1.6 million square feet). This is a ten (10) phase project. The total cost of this project alone is budgeted at $800 million to $1 billion. This is expected to signal long term maintenance of the military presence in Corpus Christi. See Exhibit A. Source of Funding: Federal Military Funding Amount Funded: Phase I completed in 2013 at total cost of $38,000,000. Amount to be Funded: Phase II and III have been funded and are in design with an estimated cost of $88,000,000 CONTINUED PLANNING FOR THE REVITALIZATION AREA The improvements and programs described in this Plan are examples of previous and current activities implemented to revitalize Flour Bluff. However, the City's commitment to this Revitalization Plan is ongoing. The City will continue to identify opportunities to establish programs or provide improvements that will continue to revitalize the area, uplifting the residents of the neighborhoods and supporting the area businesses to continue the cycle of improvement and avoid future deterioration. Page 8 ANTICIPATED RESULTS The City believes the initiatives described in this Plan will further stop and continue to reverse existing deterioration in the neighborhoods of the Revitalization Area, improve the aesthetics of the area, provide additional infrastructure for accessibility and development, increase the tax base, support existing businesses, and recruit additional businesses, which will lead to more opportunity for those living and working in the Revitalization Area. Each initiative in the Revitalization Area, whether already implemented or planned for completion, supports a framework that will improve this neighborhood. By combining resources from the City, Federal, School District, and the private sector, the Revitalization Area will achieve major economic infusion. Because many of these resources have already been spent or allocated, the City is confident that the Plan will continue to be fully implemented as intended. APPROVAL For all these reasons, the City Council of the City of Corpus Christi hereby adopts the Flour Bluff Community Revitalization Plan, upon receipt and consideration of public comment and deliberation at an open public meeting. Date of Adoption: , 2015 Page 9 EXHIBIT A Revitalization Area ala M „Si'bE,LieL6 N „EVib,6EoLZ Page 10 City of Corpus Christi Flour Bluff Revitalization Plan MAP NOTES 1. Flour Bluff Drive between Padre Island Drive and Don Patricio — 2. Transportation and Storm Water Project. 3. Flour Bluff Drive and SH358 intersection TxDOT landscaping project. 4. Bluff Landing (Flour Bluff Marina). 5. Police substation opened on Waldron Road. 6. Flour Bluff Independent School System - Campus. 7. Corpus Christi Naval Air Station. 8. Construction of the Walmart Super Store on Flour Bluff Drive. 9. Drainage project - Flour Bluff Drive, Matlock Drive, Jester Drive, NAS Drive and the undeveloped properties along Jester and Matlock. 10.Waldron Road between Glen Oak and Caribbean Drive approved bond project. 11.Laguna Shores Sewer Replacement. 12.Flour Bluff school system - Natatorium. 13.CPDI — Parker Park Improvement Project. 14. Ethel Eyerly Senior Center. Page 11 City of Corpus Christi Flour Bluff Revitalization Plan MAP NOTES 1. Flour Bluff Drive between Padre Island Drive and Don Patricio — 2. Transportation and Storm Water Project. 3. Flour Bluff Drive and SH358 intersection TxDOT landscaping project. 4. Bluff Landing (Flour Bluff Marina). 5. Police substation opened on Waldron Road. 6. Flour Bluff Independent School System - Campus. 7. Corpus Christi Naval Air Station. 8. Construction of the Walmart Super Store on Flour Bluff Drive. 9. Drainage project - Flour Bluff Drive, Matlock Drive, Jester Drive, NAS Drive and the undeveloped properties along Jester and Matlock. 10.Waldron Road between Glen Oak and Caribbean Drive approved bond project. 11.Laguna Shores Sewer Replacement. 12.Flour Bluff school system - Natatorium. 13.CPDI — Parker Park Improvement Project. 14.Ethel Eyerly Senior Center. AGENDA MEMORANDUM Future Item for the City Council Meeting of February 10, 2015 Action Item for the City Council Meeting of February 17, 2015 DATE: January 16, 2015 TO: Ronald L. Olson, City Manager THRU: Susan K. Thorpe, Assistant City Manager SusanK@cctexas.com 826.3898 Eddie Ortega, Director EddieO@cctexas.com 826.3224 FROM: Rudy Bentancourt, CD Administrator RudyB@cctexas.com 826.3021 Resolutions in support of five Affordable Housing developments to satisfy the requirement set forth by the Texas Department of Housing and Community Affairs (TDHCA). CAPTION: Discussion and possible action on resolutions in support of five Affordable Housing developments which will be applicants for 9% Housing Tax Credits administered by the Texas Department of Housing and Community Affairs (TDHCA): Liberty Shores Apartments, Callicoatte Cove Homes, River View at Calallen, Stonehenge Place and 911 Glenoak Apartments, each proposed project is located within the City of Corpus Christi, Texas. PURPOSE: The purpose of the Resolution(s) is to satisfy a requirement set forth by the Texas Department of Housing and Community Affairs' 2015 Qualified Allocation Plan Section 11.9 (d)(1) for Housing Tax Credits, which indicates that maximum points are given for a resolution from the Governing Body of a municipality (City of Corpus Christi) supporting the application or development. BACKGROUND AND FINDINGS: The City of Corpus Christi's Housing and Community Development has received five individual requests for a Resolution to support the application and development of the five developments for affordable rental housing. The developments are hereby requesting a resolution of support for their individual proposed development. The Texas Department of Housing and Community Affairs' (TDHCA) 2015 Qualified Allocation Plan's Section 11.9 (d)(2) for Housing Tax Credits indicates that in order to receive maximum points for the application, a Resolution of Local Support must be provided by the Governing Body of the municipality supporting the application or development. The Liberty Shores Apartments, once constructed, will be a Multi -Family Affordable Housing development located at the intersection of Rodd Field Rd. and Holly Rd., Corpus Christi, TX 78414. Blue Sky Communities, LLC. proposes the construction of 108 new apartments serving low-income families with an emphasis on housing the local Veteran population. If selected for Housing Tax Credits, the development will be primarily funded through TDHCA, private debt, and HOME funds from the City of Corpus Christi. The request of HOME funds for this project is $300,000. The Callicoatte Cove Homes, once constructed, will be an affordable housing single family development located at the 3900 block of Callicoatte Rd., Corpus Christi, TX 78410. Callicoatte Cove, LTD. proposes the construction of 105 new single family homes serving families at or below 60% of the Area Median Income. If selected for Housing Tax Credits, the development will be primarily funded through TDHCA, private debt, CCHFC and HOME funds from the City of Corpus Christi. The request of HOME funds for this project is $300,000. The River View at CalaIlen Apartments, once constructed, will be an affordable housing development located at the 12000 block of Leopard St. at the intersection of Leopard St. and Callicoatte Rd., Corpus Christi, TX 78410. River View at CalaIlen, LTD. proposes the construction of 120 new apartments serving families at or below 60% of the Area Median Income. If selected for Housing Tax Credits, the development will be primarily funded through TDHCA, private debt, CCHFC and HOME funds from the City of Corpus Christi. The request of HOME funds for this project is $300,000. The Stonehenge Place Apartments, once constructed, will be an affordable housing development located at 5409 Lipes Blvd. Corpus Christi, TX 78413. Thoroughbred Texas, LLC. proposes the construction of 120 new apartments serving families at or below 60% of the Area Median Income. If selected for Housing Tax Credits, the development will be primarily funded through TDHCA, private debt, CCHFC and HOME funds from the City of Corpus Christi. The request of HOME funds for this project is $300,000. The 911 Glenoak Apartments, once constructed, will be an affordable housing development located at 711 Glenoak Dr., Corpus Christi, TX 78418. TG 110 Glenoak, LP. proposes the demolition and reconstruction of 68 apartments serving families at or below 60% of the Area Median Income. If selected for Housing Tax Credits, the development will be primarily funded through TDHCA, private debt, CCHFC and HOME funds from the City of Corpus Christi. The request of HOME funds for this project is $300,000. Of the five requests, one developer (TG 110 Glenoak, LP.) is competing for the At -Risk Set - Aside pool of funds (a statewide pool of funds) and four developers are competing for the Region 10 Urban Category pool of funds. Discussions with TDHCA indicates only one development will be awarded Housinq Tax Credits from the Reqion 10 Urban Cateqory. The proposed development projects will be applying for FY2015 HOME Program funding, which is intended to satisfy the local support criteria of their Tax Credit Application. Additionally, funding request through the Corpus Christi Housing Finance Corporation are a possibility in order to meet additional funding needs. Each proposed developer will be making a short presentation to City Council regarding their proposed application and project. ALTERNATIVES: None OTHER CONSIDERATIONS: This resolution will not prioritize one applicant over the other applicants competing in the Corpus Christi Region 10 Urban Category, but does acknowledge their application of support. CONFORMITY TO CITY POLICY: Council approval is required for the passing of the resolution. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: X Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: RECOMMENDATION: Staff recommends that the City Council recognize the applicant's application for the TDHCA Housing Tax Credit Program and to support the proposed Affordable Housing projects. LIST OF SUPPORTING DOCUMENTS: Resolution — Liberty Shores Apartments Resolution — Callicoatte Cove Homes Resolution — River View at Calallen Resolution — Stonehenge Place Resolution — 911 Glenoak Apartments Resolution of the City Council of the City of Corpus Christi, Texas in support of the proposed affordable housing project known as Liberty Shores Apartments to be developed by Blue Sky Communities, LLC. Whereas, Blue Sky Communities, LLC. (the "Applicant") has proposed a development project to construct 108 apartments to provide affordable housing that is located near the intersection of Rodd Field Rd. and Holly Dr., Corpus Christi, Texas 78414 and named Liberty Shores Apartments ("Liberty Shores Apartment Project"); and Whereas, the Applicant intends to submit an application to the Texas Department of Housing and Community Affairs ("TDHCA") for 2015 Housing Tax Credits for Liberty Shores Apartment Project; and Whereas, the City of Corpus Christi will provide its assistance under the HOME Program utilizing loan terms that meet the requirements of the TDHCA 2015 Qualified Allocation Plan, Section 11.9 (d)(2) in order to ensure the maximum possible score by the applicant under TDHCA's rules; Whereas, the Applicant has pre -applied for HOME funding for the Liberty Shores Apartment Project in the amount of $300,000 from the City of Corpus Christi; and Whereas, the City of Corpus Christi intends to commit set aside HOME Funds from the City of Corpus Christi FY 2015 Consolidated Annual Action Plan ("CAAP") to support the Applicant's Liberty Shores Apartment Project contingent upon an award of Housing Tax Credits from the TDHCA to Applicant and subject to available funds. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. The City Council for the City of Corpus Christi hereby supports the proposed Liberty Shores Apartment Project. Section 2. The City Council for the City of Corpus Christi hereby acknowledges the support for the allocation of Housing Tax Credits for the Liberty Shores Apartment Project. Funding from the City of Corpus Christi for this proposed project will be subject to award of Housing Tax Credits to Applicant and receipt of available HOME funds to be approved by U.S. Department of Housing and Urban Development through the City of Corpus Christi FY 2015 CAAP. PASSED AND APPROVED this day of , 2015 at a Regular Meeting of the City Council of the City of Corpus Christi, Texas. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Corpus Christi, Texas of , 2015 Nelda Martinez Mayor The above resolution was passed by the following vote: Nelda Martinez Rudy Garza, Jr. Chad Magill Colleen McIntyre Lillian Riojas Brian Rosas Lucy Rubio Mark Scott Carolyn Vaughn Resolution of the City Council of the City of Corpus Christi, Texas in support of the proposed affordable housing project known as Callicoatte Cove Homes to be developed by Callicoatte Cove, Ltd. Whereas, Callicoatte Cove, Ltd. (the "Applicant") has proposed a development project to construct 105 single family rental homes to provide affordable housing that is located at the 3900 block of Callicoatte Rd., Corpus Christi, Texas 78410 and named Callicoatte Cove Homes ("Callicoatte Cove Homes Project"); and Whereas, the Applicant intends to submit an application to the Texas Department of Housing and Community Affairs ("TDHCA") for 2015 Housing Tax Credits for the Callicoatte Cove Homes Project; and Whereas, the City of Corpus Christi will provide its assistance under the HOME Program utilizing loan terms that meet the requirements of the TDHCA 2015 Qualified Allocation Plan, Section 11.9 (d)(2) in order to ensure the maximum possible score by the applicant under TDHCA's rules; Whereas, the Applicant has pre -applied for HOME funding for the Callicoatte Cove Homes Project in the amount of $300,000 from the City of Corpus Christi; and Whereas, the City of Corpus Christi intends to commit set aside HOME Funds from the City of Corpus Christi FY 2015 Consolidated Annual Action Plan ("CAAP") to support the Applicant's Callicoatte Cove Homes Project contingent upon an award of Housing Tax Credits from the TDHCA to Applicant and subject to available funds. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. The City Council for the City of Corpus Christi hereby supports the proposed Callicoatte Cove Homes Project. Section 2. The City Council for the City of Corpus Christi hereby acknowledges the support for the allocation of Housing Tax Credits for the Callicoate Cove Homes Project. Funding from the City of Corpus Christi for this proposed project will be subject to award of Housing Tax Credits to Applicant and receipt of available HOME funds to be approved by U.S. Department of Housing and Urban Development through the City of Corpus Christi FY 2015 CAAP. PASSED AND APPROVED this day of , 2015 at a Regular Meeting of the City Council of the City of Corpus Christi, Texas. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Corpus Christi, Texas of , 2015 Nelda Martinez Mayor The above resolution was passed by the following vote: Nelda Martinez Rudy Garza, Jr. Chad Magill Colleen McIntyre Lillian Riojas Brian Rosas Lucy Rubio Mark Scott Carolyn Vaughn Resolution of the City Council of the City of Corpus Christi, Texas in support of the proposed affordable housing project known as River View at Calallen Apartments to be developed by River View at Calallen, Ltd. Whereas, River View at Calallen, Ltd. (the "Applicant") has proposed a development project to construct 120 apartments to provide affordable housing that is located at the 12000 block of Leopard St., Corpus Christi, Texas 78410 and named River View at Calallen Apartments ("River View at Calallen Apartment Project"); and Whereas, the Applicant intends to submit an application to the Texas Department of Housing and Community Affairs ("TDHCA") for 2015 Housing Tax Credits for the River View at Calallen Apartment Project; and Whereas, the City of Corpus Christi will provide its assistance under the HOME Program utilizing loan terms that meet the requirements of the TDHCA 2015 Qualified Allocation Plan, Section 11.9 (d)(2) in order to ensure the maximum possible score by the applicant under TDHCA's rules; Whereas, the Applicant has pre -applied for HOME funding for the River View at Calallen Apartment Project in the amount of $300,000 from the City of Corpus Christi; and Whereas, the City of Corpus Christi intends to commit set aside HOME Funds from the City of Corpus Christi FY 2015 Consolidated Annual Action Plan ("CAAP") to support the Applicant's River View at Calallen Apartment Project contingent upon an award of Housing Tax Credits from the TDHCA to Applicant and subject to available funds. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. The City Council for the City of Corpus Christi hereby supports the proposed River View at Calallen Apartment Project. Section 2. The City Council for the City of Corpus Christi hereby acknowledges the support for the allocation of Housing Tax Credits for the River View at Calallen Apartment Project. Funding from the City of Corpus Christi for this proposed project will be subject to award of Housing Tax Credits to Applicant and receipt of available HOME funds to be approved by U.S. Department of Housing and Urban Development through the City of Corpus Christi FY 2015 CAAP. PASSED AND APPROVED this day of , 2015 at a Regular Meeting of the City Council of the City of Corpus Christi, Texas. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Corpus Christi, Texas of , 2015 Nelda Martinez Mayor The above resolution was passed by the following vote: Nelda Martinez Rudy Garza, Jr. Chad Magill Colleen McIntyre Lillian Riojas Brian Rosas Lucy Rubio Mark Scott Carolyn Vaughn Resolution of the City Council of the City of Corpus Christi, Texas in support of the proposed affordable housing project known as Stonehenge Place Apartments to be developed by Thoroughbred Texas, LLC. Whereas, Thoroughbred Texas, LLC. (the "Applicant") has proposed a development project to construct 120 apartments to provide affordable housing that is located at 5409 Lipes Blvd., Corpus Christi, Texas 78413 and named Stonehenge Place Apartments ("Stonehenge Place Apartment Project"); and Whereas, the Applicant intends to submit an application to the Texas Department of Housing and Community Affairs ("TDHCA") for 2015 Housing Tax Credits for the Stonehenge Place Apartment Project; and Whereas, the City of Corpus Christi will provide its assistance under the HOME Program utilizing loan terms that meet the requirements of the TDHCA 2015 Qualified Allocation Plan, Section 11.9 (d)(2) in order to ensure the maximum possible score by the applicant under TDHCA's rules; Whereas, the Applicant has pre -applied for HOME funding for the Stonehenge Place Apartment Project in the amount of $300,000 from the City of Corpus Christi; and Whereas, the City of Corpus Christi intends to commit set aside HOME Funds from the City of Corpus Christi FY 2015 Consolidated Annual Action Plan ("CAAP") to support the Applicant's Stonehenge Place Apartment Project contingent upon an award of Housing Tax Credits from the TDHCA to Applicant and subject to available funds. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. The City Council for the City of Corpus Christi hereby supports the proposed Stonehenge Place Apartment Project. Section 2. The City Council for the City of Corpus Christi hereby acknowledges the support for the allocation of Housing Tax Credits for the Stonehenge Place Apartment Project. Funding from the City of Corpus Christi for this proposed project will be subject to award of Housing Tax Credits to Applicant and receipt of available HOME funds to be approved by U.S. Department of Housing and Urban Development through the City of Corpus Christi FY 2015 CAAP. PASSED AND APPROVED this day of , 2015 at a Regular Meeting of the City Council of the City of Corpus Christi, Texas. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Corpus Christi, Texas of , 2015 Nelda Martinez Mayor The above resolution was passed by the following vote: Nelda Martinez Rudy Garza, Jr. Chad Magill Colleen McIntyre Lillian Riojas Brian Rosas Lucy Rubio Mark Scott Carolyn Vaughn Resolution of the City Council of the City of Corpus Christi, Texas in support of the proposed affordable housing project known as 911 Glenoak Apartments to be developed by TG 110 Glenoak, LP. Whereas, TG 100 Glenoak LP. (the "Applicant") has proposed a development project to demolish and reconstruct 68 apartments to provide affordable housing that is located at 711 Glenoak Dr., Corpus Christi, Texas 78418 and named 911 Glenoak Apartments ("911 Glenoak Apartment Project"); and Whereas, the Applicant intends to submit an application to the Texas Department of Housing and Community Affairs ("TDHCA") for 2015 Housing Tax Credits for the 911 Glenoak Apartment Project; and Whereas, the City of Corpus Christi will provide its assistance under the HOME Program utilizing loan terms that meet the requirements of the TDHCA 2015 Qualified Allocation Plan, Section 11.9 (d)(2) in order to ensure the maximum possible score by the applicant under TDHCA's rules; Whereas, the Applicant has pre -applied for HOME funding for the 911 Glenoak Apartment Project in the amount of $300,000 from the City of Corpus Christi; and Whereas, the City of Corpus Christi intends to commit set aside HOME Funds from the City of Corpus Christi FY 2015 Consolidated Annual Action Plan ("CAAP") to support the Applicant's 911 Glenoak Apartment Project contingent upon an award of Housing Tax Credits from the TDHCA to Applicant and subject to available funds. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. The City Council for the City of Corpus Christi hereby supports the proposed 911 Glenoak Apartment Project. Section 2. The City Council for the City of Corpus Christi hereby acknowledges the support for the allocation of Housing Tax Credits for the 911 Glenoak Apartment Project. Funding from the City of Corpus Christi for this proposed project will be subject to award of Housing Tax Credits to Applicant and receipt of available HOME funds to be approved by U.S. Department of Housing and Urban Development through the City of Corpus Christi FY 2015 CAAP. PASSED AND APPROVED this day of , 2015 at a Regular Meeting of the City Council of the City of Corpus Christi, Texas. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Corpus Christi, Texas of , 2015 Nelda Martinez Mayor The above resolution was passed by the following vote: Nelda Martinez Rudy Garza, Jr. Chad Magill Colleen McIntyre Lillian Riojas Brian Rosas Lucy Rubio Mark Scott Carolyn Vaughn Proposed Housing Tax Credit Developments Council Presentation February 10, 2015 Liberty Shores Blue Sky Communities, LLC Liberty Shores Blue Sky Communities, LLC LIBERTY SHORES A Military Veterans Comurrtty Mucasey & Associates, Architects 3 Liberty Shores Blue Sky Communities, LLC Pr2DJE T SUMMARY: AiparLilecte:. Nap Dorm cey .vae Eqdre.11.1 BMA Ya PF. ➢ m .t. e. ▪ As l e ck.eny l Gel A.l.1. b Tit a. 0 Llo. 9athraa.I mesh lilt] 2 121 a., -.}P C1.4 r+wa.he.lY- e1 Tun 2 Bet111a. FY. 22 9106 of. B Tan Ileaha a, 2 Ba 112hd FY. t1 966 .F, 21 Tao Cwt.. 2 Ea9hdHG1 2 S 2 til. Toia1 TYn eacireca Who 46 YYJI. 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Liherry $hQres Mil nary Vetcran"s Canlmunity Mucasey & Associates, Architects I AL,rF AV 4 Callicoatte Cove Homes Realtex Development Corporation Callicoatte Cove Homes Realtex Development Corporation FIR II IILI �� 11 II 14 , 111 _ 1 1, �, f �� ��„ IR 111111 �, [I If IM � I �� Ate BB M i1u II ii ....lir y h '; : !�,�y J �� � noon �0U �■ sf i, 1+11 Marquis at Calallen • Fully integrated Team: Developer, General Contractor, and on-site Management • Committed to working with local stakeholders • Realtex communities are catalysts for revitalization • Proven track record of local investment • Named amongst the Top 50 Developers & Owners in the country 2007-2014 by Affordable Housing Finance Magazine The Cosmopolitan at Corpus Christi INIUMMIONMEMEM91 SOMEMOINIONE NIRRRRRRRRRRRO Ian rz ,e) nlihtflen1 111114111 MINI En - RnRRnlR' Rte. al Proposed location of Callicoatte Cove Community tea; Callicoatte Cove Homes ,es Realtex Development Corporation • Realtex is proposing a single family home community consisting of 105 two, three, and four bedroom residential homes for working individuals and families earning 60% or below of the Area Median Income ($52,600). Amenities: Fully furnished clubhouse facility, community room, fitness center, business center, gazebo with seating area, community laundry room, sparkling swimming pool, BBQ grills, picnic tables, sport court, and playscape. The community will be fenced with gated entry. Supportive Services may include: After school program, GED preparation courses, annual health fair, organized youth programs„ scholastic tutoring, weekly exercise classes, twice monthly on site social events, etc. Economic Impact: 2.97 jobs per single family home built - National Average in 2014 per Nat'l Assoc. of Home Builders 7 River View at Calallen Madhouse Development Services River View at Calallen Madhouse Development Services Highland Villas -180 Units Total Development Cost - $22.3MM Bryan, Texas 9 River View at Calallen Madhouse Development Services '. T •hoot! :j. Y `'Yl�afn' 4.1hl Feld 0 .>.. Big Bass Resort - 200 Units Total Development Cost: $24.5MM Jacinto City, Texas 10 Stonehenge Place LGD Development Stonehenge Place LGD Development I €r 6 i ki !�!:i i�� � 1 Fr I IL15au N IM €1P i I� II IqqI��II . EE - Pi�11fF � ��P ��h3 � i01 !II i ! I �I�ill� fii�i�P �! if : € F Ftl�€€E� � E{Q! r3inr�NAi i rlrN.*111,101 �� ll�Id�@Ife1lW�ll.11lPP J1111 � k Nh ns . r,. renis 'i' i, spcIR�a� 1 ¢���!ll�� mi lli i" y -Timm p E.: 9!^pPAIy'4111111111i111--,,!: Il9 sir s€ lJll�l ifll"1 A_�i•.P IN � -..,.--'s_ami... • 120 New Apartment Units • Total Acreage - 8.0 Dev elopment Summary • 30%-60%AMI • One, Two, and Three BR's Rents: $210 to $686 Total Investment - $18.2m Stonehenge Place LGD Development S4J9 Lipes Blvd 911 Glenoak Apartments TG 110, Inc. and Housing and Community Services, Inc. (HCS) ,us �G� Res 911 Glenoak TG 110, Inc. & Housing and Community Services, Inc. (HCS) • TG 110, Inc., an affiliate of HCS, is the locally controlling nonprofit board whose directors are Corpus Christi, TX residents • HCS has a proven track record and excellent reputation with more than 4,900 units in 49 properties throughout South Texas • HCS/TG 110, Inc. have a significant presence in Corpus Christi -currently own and operate 750 units in 10 properties iVo • HCS/TG 110, Inc. have extensive tax credit experience in Corpus Christi with four other tax credit developments completed or under construction • Compliments the planned Natatorium and facilitates the continued revitalization of Flour Bluff • Supported by the Flour Bluff business community and school district • Opportunity for 2nd Corpus Christi tax credit project in 2015 911 Glenoak TG 110, Inc. and Housing and Community Services, Inc. (HCS) • Replaces existing 40 -year old 68 -unit affordable apartments with new $13.8 million, 68 -unit development meeting current building codes • Provides truly affordable housing to households at or below 50% AMI with rents paid by residents based on their ability to pay • New onsite facilities to provide additional supportive services - after school programs/tutoring; classes on financial assistance, self-sufficiency, and GED; income tax services; and health and job fairs - for the 68 families that have 114 children • Additional amenities include: ■ Gated and landscaped community ■ Computer learning center, community room, and pool ■ 9 -foot ceilings and wood plank laminate flooring ■ Energy efficient units, central air/heat, and appliances ■ Two-story sprinklered buildings ■ Concrete parking lots and drives AGENDA MEMORANDUM Future Item for the City Council Meeting of February 10, 2015 Action Item for the City Council Meeting of February 17, 2015 DATE: TO: February 2, 2015 Ronald L. Olson, City Manager THRU: Susan Thorpe, Assistant City Manager SThorpe@cctexas.com 361.826.3898 Eddie Ortega, Director EddieO@cctexas.com 361.826.3224 FROM: Rudy Bentancourt, CD Administrator RudyB@cctexas.com 361.826.3021 Special Board Meeting of the Corpus Christi Housing Finance Corporation CAPTION: Special Board Meeting of the Corpus Christi Housing Finance Corporation PURPOSE: The purpose is to hold a Special Board Meeting of the Corpus Christi Housing Finance Corporation in order to consider the adoption of resolutions pertaining to its loan program related to affordable multifamily housing and resolutions pertaining to a new Mortgage Credit Certificate (MCC) program for single-family housing. BACKGROUND AND FINDINGS: 911 Glenoak Apartments Project TG 110 Glenoak, LP is the owner of the 911 Glenoak Apartments and has applied for low-income housing tax credits at TDHCA in the statewide at -risk pool. This project also has applied for local HOME funds in the amount of $300,000. The project is coordinated by Housing & Community Services, Inc. of San Antonio (HCS). 911 Glenoak is an existing 68 -unit multi -family housing development at 711 Glenoak Drive in Corpus Christi. The approval of the tax credits would result in the complete redevelopment of that project. HCS has requested local support in the form of an HFC permanent loan (15 years) secured by either a certificate of deposit or assignment of the note to a lender provided by HCS. The loan amount will be equal to the difference between the minimum amount required under TDHCA rules for the local points award ($2,295,000) and the actual amount of HOME funds allocated to the project. As required in the program, all funding must be arranged through the bank or other financial institution presented by the applicant. Callicoatte Cove Homes Project Callicoatte Cove, Ltd. is proposing to develop the Callicoatte Cove Homes to be located near 3900 Callicoatte Road in Corpus Christi. It is an applicant for low-income housing tax credits at TDHCA in the regional pool. This project is among several projects competing in the regional pool. The project is being developed by Realtex Development Corporation. The Callicoatte Cove Homes will be a 105 -unit single-family housing development. Callicoatte Cove, Ltd. has requested local support in the form of an HFC permanent loan (15 years) secured by either a certificate of deposit or assignment of the note to a lender provided by the developer. The loan amount will be $1,575,000. As noted in the program, all funding must be arranged through the bank or other financial institution presented by the developer. This project also has applied for local HOME funds in the amount of $300,000. River View at CalaIlen Project River View at CalaIlen, Ltd. is proposing to develop the River View at CalaIlen Apartments to be located near 12000 Leopard Street in Corpus Christi. It also is an applicant for low-income housing tax credits at TDHCA in the regional pool. The project is being developed by Madhouse Development Services. The River View at CalaIlen Apartments will be a 120 -unit multi -family housing development. River View at CalaIlen, Ltd. has requested local support in the form of an HFC permanent loan (15 years) secured by either a certificate of deposit or assignment of the note to a lender provided by the developer. The loan amount will be $1,800,000 or a lesser amount if HOME funds are awarded for the project. As required in the program, all funding must be arranged through the bank or other financial institution presented by the developer. Stonehenge Place Apartments Project Thoroughbred Texas, LLC is proposing to develop the Stonehenge Place Apartments to be located at 5409 Lipes Blvd. in Corpus Christi. It also is an applicant for low-income housing tax credits at TDHCA in the regional pool. The Stonehenge Place Apartments will be a 120 -unit multi- family housing development. Thoroughbred Texas, LLC has requested local support in the form of an HFC permanent loan (15 years) secured by either a certificate of deposit or assignment of the note to a lender provided by the developer. The loan amount will be $1,800,000. As required in the program, all funding must be arranged through the bank or other financial institution presented by the developer. Liberty Shores Apartments Project Blue Liberty Shores, LP is proposing to develop the Liberty Shores Apartments to be located near Rodd Field Road and Holly Road in Corpus Christi. It also is an applicant for low-income housing tax credits at TDHCA in the regional pool. The Liberty Shores Apartments will be a 108 -unit multi- family housing development. Blue Liberty Shores, LP has requested local support in the form of an HFC permanent loan (15 years) secured by either a certificate of deposit or assignment of the note to a lender provided by the developer. The loan amount will be $1,700,000. As required in the program, all funding must be arranged through the bank or other financial institution presented by the developer. Resolutions Regarding New Mortgage Credit Certificate (MCC) Program The CCHFC has been active in providing single family mortgage assistance since 1980, which marked the establishment of state law allowing these corporations. In the early 1980's, the CCHFC issued approximately $150,000,000 in single family mortgage revenue bonds. Beginning in 1987, the CCHFC became a trailblazer in offering Mortgage Credit Certificates (MCCs) in Texas in order to provide a lower cost method of assisting first-time homebuyers. The Corpus Christi program was the first program in the state, and it was the only program available for several years. Since then, other communities as well as the Texas Department of Housing and Community Affairs (TDHCA) have offered similar programs. An MCC is a federal tax credit that can be issued by the CCHFC once it receives an allocation of mortgage bond authority from the Texas Bond Review Board. An MCC allows a first-time homebuyer to take a tax credit of up to $2,000 for every year that the homebuyer remains in the residence making mortgage payments. Since the inception of the MCC program, over $145,000,000 in mortgage assistance has been made available to more than 2,300 first-time home buyers in Corpus Christi through this tax incentive and the efforts of the CCHFC. Since an MCC program is not tied to any particular market interest rates, it does not suffer the same pitfalls that a single-family mortgage bond program faces. Additionally, it does not involve the issuance of any bonds, so the CCHFC does not have to deal with covering underwriting fees, financial advisor fees or bond counsel fees. The most recent allocation the CCHFC received for its MCC program was in 2012 and that program recently ended December 31, 2014. Due to continued low interest rates, only 26 first- time homebuyers were assisted, but the program provided needed federal income tax credits that will assist these homeowners in making their mortgage payments and balancing their budgets with all of the variables involved in home ownership for first-time buyers. We anticipate receiving an allocation of $10,000,000 for a new 2015 MCC program. In order to be competitive and provide the maximum benefit to our first-time home buyers, we are recommending an MCC program that will provide a 40% tax credit applicable to the interest paid on the mortgage loan up to the maximum of $2,000 each year. We would anticipate that the new program will be up and running in 90 days. In order to have authorization for a new MCC program beginning in 2015, we need to submit an application to the Texas Bond Review Board for an allocation of "qualified mortgage bond authority." Under federal law, the CCHFC must receive such an allocation in order to make the election to issue mortgage credit certificates in lieu of qualified mortgage bonds. Once the CCHFC receives an allocation and files its election with the Internal Revenue Service to convert the qualified mortgage bond authority into mortgage credit certificates, we may then begin the new MCC program. The entire process to get up and running will require approximately 90 days. The first Resolution is the authorization required by the Texas Bond Review Board as part of its application process for the establishment of a new MCC program. The second Resolution makes the election to issue mortgage credit certificates in lieu of single family mortgage revenue bonds and establishes the Mortgage Credit Certificate Program, Series 2015. ALTERNATIVES: N/A OTHER CONSIDERATIONS: The multifamily resolutions will not prioritize one applicant over the other applicants competing in the Corpus Christi Region 10 Urban Category, but acknowledge their application of support. For the MCC program, although interest rates remain low which decreases interest in MCCs, if interest rates rise during the next three years, the program will see more demand. CONFORMITY TO CITY POLICY: The action conforms to all applicable City and CCHFC policies. EMERGENCY / NON -EMERGENCY: Non -Emergency. This item requires only one meeting of the CCHFC Board. DEPARTMENTAL CLEARANCES: Housing and Community Development and City Secretary's Office FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: N/A RECOMMENDATION: Staff recommends that the CCHFC support the proposed Affordable Housing projects. LIST OF SUPPORTING DOCUMENTS: Agenda for CCHFC Board Meeting Unapproved January 27, 2015 Annual Board Meeting Minutes Treasurers Report Resolution — Glenoak Apartments Resolution — Callicoatte Cove Homes Resolution — River View at Calallen Apartments Resolution — Stonehenge Place Apartments Resolution — Liberty Shores Apartments Resolution — Authorizing Application to Texas Bond Review Board for MCC Program Resolution — Making Election to Issue Mortgage Credit Certificates and Establishing Program RESOLUTION WITH RESPECT TO AN APPLICATION FOR A CALENDAR YEAR 2015 RESERVATION FOR QUALIFIED MORTGAGE BOND AUTHORITY WHEREAS, the Corpus Christi Housing Finance Corporation (the "Corporation") has been duly created and organized pursuant to the provisions of the Texas Housing Finance Corporations Act (the "Act") for the purpose of assisting and financing the cost of residential ownership and development that will provide decent, safe and sanitary housing for persons of low or moderate income at prices they can afford; and WHEREAS, the Corporation seeks to apply for a Reservation for mortgage bond authority from the Texas Bond Review Board for calendar year 2015; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CORPUS CHRISTI HOUSING FINANCE CORPORATION THAT: The Corporation hereby authorizes the President to file an Application for Reservation for Qualified Mortgage Bond Authority for calendar year 2015 with the Texas Bond Review Board and each of the General Manager and Assistant General Manager shall be authorized to take such other actions as may be reasonable or necessary to complete the documentation required for such application and commence the Program. PASSED and APPROVED the 17th day of February, 2015. ATTEST: CORPUS CHRISTI HOUSING FINANCE CORPORATION By: By: Rebecca Huerta Secretary Lillian Riojas President C:AUsers\HollyT\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.Outlook \NBTOZEA1\1 5 Resolution -Application 0129.docx The above resolution was passed by the following vote: Nelda Martinez Mark Scott Lillian Riojas Chad Magill Carolyn Vaughn Brian Rosas Lucy Rubio Colleen McIntyre Rudy Garza C:AUsers\HollyT\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.Outlook \NBTOZEA1\1 5 Resolution -Application 0129.docx RESOLUTION CONCERNING AN ELECTION TO ISSUE MORTGAGE CREDIT CERTIFICATES IN LIEU OF SINGLE FAMILY MORTGAGE REVENUE BONDS AND ESTABLISHING THE MORTGAGE CREDIT CERTIFICATE PROGRAM, SERIES 2015 WHEREAS, the Corpus Christi Housing Finance Corporation (the "Corporation") has been duly created and organized pursuant to the provisions of the Texas Housing Finance Corporations Act (the "Act") for the purpose of assisting in financing the cost of residential ownership and development that will provide decent, safe and sanitary housing for persons of low and moderate income at prices they can afford; and WHEREAS, the Corporation anticipates receiving a Reservation Certificate from the Texas Bond Review Board authorizing the Corporation to issue up to $10,000,000 in single family mortgage revenue bonds; and WHEREAS, contingent on authorization by the Texas Bond Review Board and pursuant to Section 25 of the Internal Revenue Code of 1986, as amended, the Corporation intends to make a revocable election to issue mortgage credit certificates in lieu of the issuance of single family mortgage revenue bonds in connection with its Mortgage Credit Certificate Program, Series 2015 (the "Program"); and WHEREAS, the Corporation hereby finds and determines that the making of such an election and the issuance of mortgage credit certificates serves the public purposes of the Corporation outlined in the Act and assists persons of low to moderate income in financing the purchase of residences at prices they can afford; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CORPUS CHRISTI HOUSING FINANCE CORPORATION THAT: Contingent on authorization by the Texas Bond Review Board for the Corporation to issue single family mortgage revenue bonds: 1. The Corporation authorizes its revocable election pursuant to Section 25 of the Internal Revenue Code of 1986, as amended (the "Code") not to issue qualified mortgage bonds during the calendar year 2015, and each of the President, the General Manager, and Assistant General Manager of the Corporation is authorized to perform all matters necessary and do all things required in connection with such election. 2. The Mortgage Credit Certificate Program, Series 2015, is hereby established, and each of the General Manager and Assistant General Manager is authorized to perform all matters necessary for the implementation of said Program, and all actions taken by or on behalf of the Corporation in connection with the Program are hereby authorized, ratified, confirmed and approved, and all orders, resolutions, or any actions or parts thereof of the Board in conflict herewith are hereby expressly repealed. 3. This Resolution shall be in full force and effect from and upon the date of its adoption. PASSED and APPROVED the 17th day of February, 2015. ATTEST: CORPUS CHRISTI HOUSING FINANCE CORPORATION By: By: Rebecca Huerta Secretary Lillian Riojas President C:\Users\Ho11yT\AppData\Local\Microsoft\Windows\Temporary Internet Files \Content.Outlook\NBTOZEA1\15 Resolution -Issue 0129.docx 2 The above resolution was passed by the following vote: Nelda Martinez Mark Scott Lillian Riojas Chad Magill Carolyn Vaughn Brian Rosas Lucy Rubio Colleen McIntyre Rudy Garza C:\Users\Ho11yT\AppData\Local\Microsoft\Windows\Temporary Internet Files \Content.Outlook\NBTOZEA1\15 Resolution -Issue 0129.docx 3 AGENDA CORPUS CHRISTI HOUSING FINANCE CORPORATION SPECIAL MEETING Date: Tuesday, February 17, 2015 Time: During the meeting of the City Council beginning at 11:30 a.m. Location: City Council Chambers, Corpus Christi City Hall 1201 Leopard Street, Corpus Christi, Texas 78401 1 President Lillian Riojas calls meeting to order. 2. Secretary Rebecca Huerta calls roll. Board of Directors Officers Lillian Riojas, President Ronald L. Olson, General Manager Chad Magill, Vice President Susan K. Thorpe, Asst. General Manager Rudy Garza, Jr. Rebecca Huerta, Secretary Nelda Martinez Paul Pierce, Asst. Secretary Colleen McIntyre Margie Rose, Treasurer Brian Rosas Constance P. Sanchez, Asst. Treasurer Lucy Rubio Mark Scott Carolyn Vaughn 3. Approve minutes from the Board's annual meeting on January 27, 2015. 4. Treasurer's Report. 5. Adoption of the following resolutions approving loans in connection with applications filed with TDHCA for low-income housing tax credits: (a) Supporting The Proposed Renovation Of 911 Glenoak Apartments Development And Authorizing A Loan Commitment For The Development In Connection With A Low -Income Housing Tax Credit Application (b) Supporting The Proposed Callicoatte Cove Homes Development And Authorizing A Loan Commitment For The Development In Connection With A Low -Income Housing Tax Credit Application (c) Supporting The Proposed River View At Calallen Apartment Development And Authorizing A Loan Commitment For The Development In Connection With A Low -Income Housing Tax Credit Application (d) Supporting The Proposed Stonehenge Place Apartment Development And Authorizing A Loan Commitment For The Development In Connection With A Low -Income Housing Tax Credit Application (e) Supporting The Proposed Liberty Shores Apartment Development And Authorizing A Loan Commitment For The Development In Connection With A Low -Income Housing Tax Credit Application 6. Consider approval the following resolutions with respect to a new MCC program: (a) Resolution Authorizing The President To File An Application With The Texas Bond Review Board For A Calendar Year 2015 Reservation For Qualified Mortgage Bond Authority. (b) Resolution Concerning An Election To Issue Mortgage Credit Certificates In Lieu Of Single Family Mortgage Revenue Bonds And Establishing The Mortgage Credit Certificate Program, Series 2105. 7 Public comment. 8. Adjourn. C:AUsers\Ho11yT\AppData\Loca1\Microsoft\Windows\Temporary Internet Files \Content.Outlook\NBTOZEA1\15 Agenda 0130.docx MINUTES CORPUS CHRISTI HOUSING FINANCE CORPORATION ANNUAL MEETING January 27, 2015 5:25 p.m. PRESENT Board of Directors Lillian Riojas, President Chad Magill, Vice -President Rudy Garza, Jr. Nelda Martinez Colleen McIntyre Brian Rosas Lucy Rubio Mark Scott Carolyn Vaughn Officers Ronald L. Olson, General Manager Susan K. Thorpe, Asst. General Manager Rebecca Huerta, Secretary Paul Pierce, Asst. Secretary Constance P. Sanchez, Asst. Treasurer Secretary Huerta called the meeting to order in the Council Chambers of City Hall at 5:25 p.m. Secretary Huerta verified that a quorum of the Board was present to conduct the meeting and that notice of the meeting had been posted. Secretary Huerta opened discussion on Item 5, election of officers. Secretary Huerta called for nominations for President. Ms. Martinez made a motion to appoint Ms. Riojas as President, seconded by Mr. Rosas, and passed as follows: Garza, Magill, Martinez, McIntyre, Riojas, Rosas, Rubio, Scott and Vaughn voting "Aye". President Rioj as called for nominations for Vice -President. Ms. Vaughn made a motion to appoint Mr. Magill as Vice -President, seconded by Mr. Rosas, and passed as follows: Garza, Magill, Martinez, McIntyre, Riojas, Rosas, Rubio, Scott and Vaughn voting "Aye". Secretary Huerta called for appointment of Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, General Manager and Assistant General Manager. She then recommended Staff appointees as: Secretary, Rebecca Huerta; Assistant Secretary, Paul Pierce; Treasurer, Margie Rose; Assistant Treasurer, Constance P. Sanchez; General Manager, Ronald L. Olson; and Assistant General Manager, Susan K. Thorpe. Ms. Martinez made a motion to approve, seconded by Mr. Magill, and passed as follows: Garza, Magill, Martinez, McIntyre, Riojas, Rosas, Rubio, Scott and Vaughn voting "Aye". President Riojas called for approval of the minutes of the April 29, 2014 meeting. Mr. Scott made a motion to approve the minutes as presented, seconded by Mr. Garza, and passed as follows: Garza, Magill, Martinez, McIntyre, Riojas, Rosas, Rubio, Scott and Vaughn voting "Aye". President Rioj as called for the financial report. Assistant Treasurer Constance Sanchez stated the purpose of the Corpus Christi Housing Finance Corporation (CCHFC) fund is to assist single- family and multi -family housing for low -to moderate -income families. Ms. Sanchez also stated the fund has the following two assets: the Ward Building and the parking lot across from the Ward Building, both located downtown. Ms. Sanchez stated the fund balance ending September 30, 2014 was $714,607. Minutes — CCHFC January 27, 2015 — Page 2 President Riojas opened discussion on Item 6, Resolution authorizing the Execution of Loan Documents with TG -110 Lexington, LP and Wells Fargo Bank, National Association, in connection with a loan in the amount of $1,400,000 to assist in financing the redevelopment of the Lexington Manor Apartments. John Bell, Attorney for Corporation, stated that a year ago, the Board of Directors approved a loan program in order to assist projects competing for low-income housing tax credits at the State level. He stated if the developer's lender would arrange a loan to the CCHFC, then the CCHFC would re -lend the money to the developer in order for them to claim points for a local loan under the State's rules. This is the standard way housing finance corporations around the state are competing. He also stated it does not involve any pledge or credit from the City of Corpus Christi. He explained the CCHFC is solely taking a non-recourse loan from Wells Fargo Bank, then, in turn, loaning the money to Lexington Manor for their project. Lexington Manor signs the note to the CCHFC and then the CCHFC assigns the note to Wells Fargo Bank and Lexington Manor makes their payment to Wells Fargo Bank. He also explained it is not a liability and none of the CCHFC's assets are at risk because it is a non-recourse loan. This is the first project for Corpus Christi. There was no discussion on this item. Ms. Riojas called for public comment. Gil Piette, Executive Director of Housing and Community Services, parent organization for TG -110, which is Lexington Manor, stated that he supports the loan. He invited the Directors to the ground breaking on March 4, 2015. Mr. Piette also, stated that a community center will be built and dedicated to former Council Member Priscilla Leal. Abel Alonzo, 1701 Thames, stated he supports the resolution. Mr. Alonzo asked what percentage of the housing is compliant with the American's with Disabilities Act. Ms. Riojas stated 10%. 6.. RESOLUTION AUTHORIZING THE EXECUTION OF LOAN DOCUMENTS WITH TG -110 LEXINGTON, LP AND WELLS FARGO BANK, NATIONAL ASSOCATION IN CONNECTION WITH A LOAN IN THE AMOUNT OF $1,400,000 TO ASSIST IN FINANCING THE REDEVELOPMENT OF THE LEXINGTON MANOR APARTMENTS. Mr. Garza made a motion to approve the resolution, seconded by Ms. McIntyre, and passed as follows: Garza, Magill, Martinez, McIntyre, Riojas, Rosas, Rubio, Scott and Vaughn voting "Aye". President Riojas called for public comment. There was none. There being no further business to come before the Corporation, President Riojas adjourned the meeting at 5:40 p.m. on January 27, 2015. Corpus Christi Housing Finance Corporation Schedule of Net Position January 9, 2015 UNAUDITED Assets Governmental Funds Adjustments Schedule of Net Assets Assets: Current assets Cash in bank $ 63,707 63,707 Receivables Accounts 1,000 1,000 Accrued Interest 5,762 5,762 Due from other funds 446,275 446,275 Total current assets 516,744 - 516,744 Noncurrent assets Capital Assets 158,841 158,841 Building 491,059 491,059 Total noncurrent assets 649,900 649,900 Total assets 516,744 Liabilities and Fund Balance 649,900 1,166, 644 Liabilities: Accounts Payable $ - Deferred revenues 452,037 452,037 Total liabilities $ 452,037 452,037 Fund balance: Undesignated (Restricted) 64,707 (64,707) Total fund balance 64,707 (64,707) 0 Total liabilities and fund balance Net Assets Restricted Invested in Capital Assets Corpus Christi Housing Finance $ 516,744 649,900 649,900 64,707 64,707 Total net assets $ 714,607 $ 714,607 Corpus Christi Housing Finance Corporation Schedule of Activities January 9, 2015 UNAUDITED Revenues: Charges for Services Contributions and donations Interest on interfund loans Total revenue Expenditu res: Corpus Christi Finance Corporation Total expenditures/expenses Excess (deficiency) of revenues over (under) expenditures and other financing uses Other financing sources (uses) Total other financing sources (uses) Net change in fund balance Fund balances (deficits) at beginning of year Governmental Funds 76,751 10,000 24,309 111,060 294,530 Adjustments Schedule of Net Assets 76,751 10,000 24,309 0 111,061 0 294,530 294,530 - 294,530 (183,470) - (183,469) (183,470) 0 (183,470) $ 248,177 649,900 898,077 Fund balances (deficits) at beginning of year 64,707 649,900 714,607 Resolution Supporting The Proposed 911 Glenoak Apartments Redevelopment And Authorizing A Loan Commitment For The Development In Connection With A Low -Income Housing Tax Credit Application WHEREAS, the Corpus Christi Housing Finance Corporation (the "CCHFC") has been duly created by the City of Corpus Christi and organized pursuant to the provisions of the Texas Housing Finance Corporations Act for the purpose of assisting in the provision of housing options for persons of low and moderate income; and WHEREAS, the CCHFC has established a loan program for projects applying for low- income housing tax credits with the Texas Department of Housing and Community Development ("TDHCA") in which the CCHFC makes loans based on a certificate of deposit or assignment of loan arrangement; and WHEREAS, TG 110 GLENOAK, LP has requested a loan in connection with the redevelopment of the 911 Glenoak Apartments located at 711 Glenoak Drive in Corpus Christi, Texas; and NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CORPUS CHRISTI HOUSING FINANCE CORPORATION THAT: 1. The CCHFC confirms its support for the redevelopment and renovation of the 911 Glenoak Apartments. 2. The CCHFC authorizes the issuance of a loan commitment in an amount not to exceed $1,020,000 for a permanent loan to TG 110 Glenoak, LP for the redevelopment of the 911 Glenoak Apartments in connection with an application for low-income housing tax credits filed with TDHCA. Such loan shall bear interest at the rate of 3% per annum, have a term of up to 15 years and be secured and guaranteed as required under a loan commitment. Either the General Manager or Assistant General Manager is authorized to execute a loan commitment in compliance with all TDHCA program requirements, and all actions taken by or on behalf of the CCHFC in connection with such loan are hereby authorized and confirmed. 3. This Resolution is intended to comply with TDHCA's Qualified Allocation Plan for 2015 and, in particular, constitutes a firm commitment for the purposes of Section 11.9(d)(2)(C). This Resolution shall be in full force and effect from and upon the date of its adoption. DULY PASSED AND ADOPTED this 17th day of February, 2015, at a duly called meeting of the Board of Directors. ATTEST: CORPUS CHRISTI HOUSING FINANCE CORPORATION By: By: Rebecca Huerta Secretary C:\Users\HollyT\Documents\15 Glenoak Reso Loan 0130.docx Lillian Riojas President The above resolution was passed by the following vote: Nelda Martinez Mark Scott Lillian Riojas Chad Magill Carolyn Vaughn Brian Rosas Lucy Rubio Colleen McIntyre Rudy Garza C:\Users\HollyT\Documents\15 Glenoak Reso Loan 0130.docx Resolution Supporting The Proposed Callicoatte Cove Homes Development And Authorizing A Loan Commitment For The Development In Connection With A Low -Income Housing Tax Credit Application WHEREAS, the Corpus Christi Housing Finance Corporation (the "CCHFC") has been duly created by the City of Corpus Christi and organized pursuant to the provisions of the Texas Housing Finance Corporations Act for the purpose of assisting in the provision of housing options for persons of low and moderate income; and WHEREAS, the CCHFC has established a loan program for projects applying for low- income housing tax credits with the Texas Department of Housing and Community Development ("TDHCA") in which the CCHFC makes loans based on a certificate of deposit or assignment of loan arrangement; and WHEREAS, Callicoatte Cove, Ltd. has requested a loan in connection with the development of the Callicoatte Cove Homes located near 3900 Callicoatte Drive in Corpus Christi, Texas; and NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CORPUS CHRISTI HOUSING FINANCE CORPORATION THAT: 1. The CCHFC confirms its support for the development of the Callicoatte Cove Homes. 2. The CCHFC authorizes the issuance of a loan commitment in an amount not to exceed $1,575,000 for a permanent loan to Callicoatte Cove, Ltd. for the development of the Callicoatte Cove Homes in connection with an application for low-income housing tax credits filed with TDHCA. Such loan shall bear interest at the rate of 3% per annum, have a term of 15 years and be secured and guaranteed as required under a loan commitment. Either the General Manager or Assistant General Manager is authorized to execute a loan commitment in compliance with all TDHCA program requirements, and all actions taken by or on behalf of the CCHFC in connection with such loan are hereby authorized and confirmed. 3. This Resolution is intended to comply with TDHCA's Qualified Allocation Plan for 2015 and, in particular, constitutes a firm commitment for the purposes of Section 11.9(d)(2)(C). This Resolution shall be in full force and effect from and upon the date of its adoption. DULY PASSED AND ADOPTED this 17th day of February, 2015, at a duly called meeting of the Board of Directors. ATTEST: CORPUS CHRISTI HOUSING FINANCE CORPORATION By: By: Rebecca Huerta Secretary F:AAgendas\CCHFC\February 10 and 17\Resolution - Callicoatte Cove Homes.docx Lillian Riojas President The above resolution was passed by the following vote: Nelda Martinez Mark Scott Lillian Riojas Chad Magill Carolyn Vaughn Brian Rosas Lucy Rubio Colleen McIntyre Rudy Garza F:AAgendas\CCHFC\February 10 and 17\Resolution - Callicoatte Cove Homes.docx Resolution Supporting The Proposed River View at CalaIlen Apartments Development And Authorizing A Loan Commitment For The Development In Connection With A Low - Income Housing Tax Credit Application WHEREAS, the Corpus Christi Housing Finance Corporation (the "CCHFC") has been duly created by the City of Corpus Christi and organized pursuant to the provisions of the Texas Housing Finance Corporations Act for the purpose of assisting in the provision of housing options for persons of low and moderate income; and WHEREAS, the CCHFC has established a loan program for projects applying for low- income housing tax credits with the Texas Department of Housing and Community Development ("TDHCA") in which the CCHFC makes loans based on a certificate of deposit or assignment of loan arrangement; and WHEREAS, River View at CalaIlen, Ltd. has requested a loan in connection with the development of the River View at CalaIlen Apartments located near 12000 Leopard Street in Corpus Christi, Texas; and NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CORPUS CHRISTI HOUSING FINANCE CORPORATION THAT: 1. The CCHFC confirms its support for the development of the River View at CalaIlen Apartments. 2. The CCHFC authorizes the issuance of a loan commitment in an amount not to exceed $1,800,000 for a permanent loan to River View at CalaIlen, Ltd. for the development of the River View at CalaIlen Apartments in connection with an application for low-income housing tax credits filed with TDHCA. Such loan shall bear interest at the rate of 3% per annum, have a term of 15 years and be secured and guaranteed as required under a loan commitment. Either the General Manager or Assistant General Manager is authorized to execute a loan commitment in compliance with all TDHCA program requirements, and all actions taken by or on behalf of the CCHFC in connection with such loan are hereby authorized and confirmed. 3. This Resolution is intended to comply with TDHCA's Qualified Allocation Plan for 2015 and, in particular, constitutes a firm commitment for the purposes of Section 11.9(d)(2)(C). This Resolution shall be in full force and effect from and upon the date of its adoption. DULY PASSED AND ADOPTED this 17th day of February, 2015, at a duly called meeting of the Board of Directors. ATTEST: CORPUS CHRISTI HOUSING FINANCE CORPORATION By: By: Rebecca Huerta Secretary C:\Users\Ho11yT\Desktop\15 River View Reso Loan 0130.docx Lillian Riojas President The above resolution was passed by the following vote: Nelda Martinez Mark Scott Lillian Riojas Chad Magill Carolyn Vaughn Brian Rosas Lucy Rubio Colleen McIntyre Rudy Garza C:\Users\Ho11yT\Desktop\15 River View Reso Loan 0130.docx Resolution Supporting The Proposed Stonehenge Place Apartments Development And Authorizing A Loan Commitment For The Development In Connection With A Low -Income Housing Tax Credit Application WHEREAS, the Corpus Christi Housing Finance Corporation (the "CCHFC") has been duly created by the City of Corpus Christi and organized pursuant to the provisions of the Texas Housing Finance Corporations Act for the purpose of assisting in the provision of housing options for persons of low and moderate income; and WHEREAS, the CCHFC has established a loan program for projects applying for low- income housing tax credits with the Texas Department of Housing and Community Development ("TDHCA") in which the CCHFC makes loans based on a certificate of deposit or assignment of loan arrangement; and WHEREAS, Thoroughbred Texas, LLC has requested a loan in connection with the development of the Stonehenge Place Apartments located at 5409 Lipes Blvd. in Corpus Christi, Texas; and NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CORPUS CHRISTI HOUSING FINANCE CORPORATION THAT: 1. The CCHFC confirms its support for the development of the Stonehenge Place Apartments. 2. The CCHFC authorizes the issuance of a loan commitment in an amount not to exceed $1,800,000 for a permanent loan to Thoroughbred Texas, LLC for the development of the Stonehenge Place Apartments in connection with an application for low-income housing tax credits filed with TDHCA. Such loan shall bear interest at the rate of 3% per annum, have a term of 15 years and be secured and guaranteed as required under a loan commitment. Either the General Manager or Assistant General Manager is authorized to execute a loan commitment in compliance with all TDHCA program requirements, and all actions taken by or on behalf of the CCHFC in connection with such loan are hereby authorized and confirmed. 3. This Resolution is intended to comply with TDHCA's Qualified Allocation Plan for 2015 and, in particular, constitutes a firm commitment for the purposes of Section 11.9(d)(2)(C). This Resolution shall be in full force and effect from and upon the date of its adoption. DULY PASSED AND ADOPTED this 17th day of February, 2015, at a duly called meeting of the Board of Directors. ATTEST: CORPUS CHRISTI HOUSING FINANCE CORPORATION By: By: Rebecca Huerta Secretary Lillian Riojas President F:AAgendas\CCHFC\February 10 and 17\Resolution - Stonehenge Place Apartments.docx The above resolution was passed by the following vote: Nelda Martinez Mark Scott Lillian Riojas Chad Magill Carolyn Vaughn Brian Rosas Lucy Rubio Colleen McIntyre Rudy Garza F:AAgendas\CCHFC\February 10 and 17\Resolution - Stonehenge Place Apartments.docx Resolution Supporting The Proposed Liberty Shores Apartments Development And Authorizing A Loan Commitment For The Development In Connection With A Low -Income Housing Tax Credit Application WHEREAS, the Corpus Christi Housing Finance Corporation (the "CCHFC") has been duly created by the City of Corpus Christi and organized pursuant to the provisions of the Texas Housing Finance Corporations Act for the purpose of assisting in the provision of housing options for persons of low and moderate income; and WHEREAS, the CCHFC has established a loan program for projects applying for low- income housing tax credits with the Texas Department of Housing and Community Development ("TDHCA") in which the CCHFC makes loans based on a certificate of deposit or assignment of loan arrangement; and WHEREAS, Blue Liberty Shores, LP has requested a loan in connection with the development of the Liberty Shores Apartments located near Rodd Field Road and Holly Road in Corpus Christi, Texas; and NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CORPUS CHRISTI HOUSING FINANCE CORPORATION THAT: 1. The CCHFC confirms its support for the development of the Liberty Shores Apartments. 2. The CCHFC authorizes the issuance of a permanent loan commitment in an amount not to exceed $1,700,000 for an interim loan to Blue Liberty Shores, LP for the development of the Liberty Shores Apartments in connection with an application for low- income housing tax credits filed with TDHCA. Such loan shall bear interest at the rate of 3% per annum, have a term of fifteen years and be secured and guaranteed as required under a loan commitment. Either the General Manager or Assistant General Manager is authorized to execute a loan commitment in compliance with all TDHCA program requirements, and all actions taken by or on behalf of the CCHFC in connection with such loan are hereby authorized and confirmed. 3. This Resolution is intended to comply with TDHCA's Qualified Allocation Plan for 2015 and, in particular, constitutes a firm commitment for the purposes of Section 11.9(d)(2)(C). This Resolution shall be in full force and effect from and upon the date of its adoption. DULY PASSED AND ADOPTED this 17th day of February, 2015, at a duly called meeting of the Board of Directors. ATTEST: CORPUS CHRISTI HOUSING FINANCE CORPORATION By: By: Rebecca Huerta Secretary F:AAgendas\CCHFC\February 10 and 17\Resolution - Liberty Shores.docx Lillian Riojas President The above resolution was passed by the following vote: Nelda Martinez Mark Scott Lillian Riojas Chad Magill Carolyn Vaughn Brian Rosas Lucy Rubio Colleen McIntyre Rudy Garza F:AAgendas\CCHFC\February 10 and 17\Resolution - Liberty Shores.docx AGENDA MEMORANDUM City Council Meeting of February 10, 2015 DATE: TO: THRU: February 4, 2015 Ronald L. Olson, City Manager Gus Gonzalez, Assistant City Manager, Public Works and Utilities GustavoGo@cctexas.com 361-826-3189 Wes Pierson, Assistant City Manager, General Government and Operations Support WesP@cctexas.com 361-826-3082 FROM: Lawrence Mikolajczyk, Director of Solid Waste Operation LawM@cctexas.com (361) 826-1972 Constance P. Sanchez, Director of Financial Services ConstanceP@cctexas.com (361) 826-3227 Discussion of Issuance of Certificates of Obligation for Solid Waste STAFF PRESENTER(S): Name 1. Constance P. Sanchez 2. Lawrence Mikolajcyzk 3. Eddie Houlihan BACKGROUND: Title/Position Director Director Assistant Director Department Financial Services Solid Waste Operation Management and Budget On January 13, 2015, City staff presented an ordinance to the City Council authorizing the issuance of $14.5 million of Certificates of Obligation for Solid Waste. The City Council voted to table this item to give City staff the opportunity to present the financial impact on the Solid Waste rates. This presentation will describe the requested funding requirements and impact on the Solid Waste rates with the issuance of these Certificates of Obligation. LIST OF SUPPORTING DOCUMENTS: PowerPoint — Discussion of Issuance of Certificates of Obligation for Solid Waste Five -Year Solid Waste Pro Forma Discussion of Issuance of Certificates of Obligation for Solid Waste Chronology of Events • November 18, 2014 — City Council approved a resolution authorizing and approving publication of the Notice of Intention to issue Certificates of Obligation for Solid Waste. • November 18, 2014 — City Council approved an ordinance appropriating $1,100,000 from the unreserved fund balance in the No. 1020 General Fund and transferring to and appropriating in the No. 2010 Debt Service Fund to pay principal and interest in fiscal year 2014-2015 for Solid Waste Certificates of Obligation; • December 14, 2014 and December 21, 2014 — Notice of Intention to issue Certificates of Obligation for Solid Waste was advertised in the Corpus Christi Caller -Times. • January 13, 2015 — First reading ordinance for the authorization to issue $14,500,000 of Certificates of Obligation for Solid Waste was presented to the City Council. The item was tabled to give staff the opportunity to present the financial impact on Solid Waste rates. Solid Waste Collection Fees Residential Collection Rates $16.91 0.20 3.42 0.25 0.68 1.00 1.85 Single Family State Fee MSWSSC Recycling Education Recycle Bank Recycling Cart Sales Taxes $24.31 Monthly Total Commercial Collection Rates $33.82 0.20 4.17 0.25 0.68 1.00 3.31 Commercial State Fee MSWSSC Recycling Education Recycle Bank Recycling Cart Sales Taxes $43.43 Monthly Total Solid Waste Department REVENUE Decision Packages: $1 rate reduction for Carts Revenue after $1 rate reduction ADOPTED 2014-2015 2015-2016 37,279,134 38,172,400 (1,100,000) 2016-2017 38,553,657 (1,100,000) 2017-2018 38,938,821 (1,100,000) 2018-2019 39,327,932 (1,100,000) 37,072,400 37,453,657 37,838,821 38,227,932 $1 rate increase for $14.5M Debt Add $0.60 Fee Increase Rate Increase-.10/month in 2017 15 in 2018 & 2019 1,100,000 660,000 1,100,000 660,000 110,000 1,100,000 660,000 276,500 1,100,000 660,000 444,500 Expenditures Decision Packages: Equipment Lease Purchase Expenditure after increase in leases 27,681,250 28,071,197 65,000 28,471,827 314,000 28,883,554 490,000 29,306,817 500,000 28,136,197 28,785,827 29,373,554 29,806,817 $14.5M in Add'I Debt 984.000 984.000 984.000 984.000 SW Contribution to General Fund SW Contrib.-rate red./Add leases Surplus (Shortfall) Add $0.60 Fee Increase Surplus (Shortfall) $14.5M in Add'I Debt Surplus (Shortfall) $1 rate increase for $14.5M Debt 9,597,884 9,597,884 8.936.202 Surplus (Shortfall) Rate Increase-.10/month in 2017, .15 in 2018 & 2019 Surplus (Shortfall) Rates: Residential Commercial 24.31 43.43 9,597,884 8.667.830 9,597,884 8.465.267 9,597,884 8.421.115 (661,681) 660.000 (930,053) (1,132,616) (1,176,769) 660.000 660.000 660.000 (1,681) (984,000) (270,053) (984,000) (472,616) (984,000) (516,769) (984,000) (985,681) (1,254,053) (1,456,616) (1,500,769) 1,100,000 1,100,000 1,100,000 1,100,000 114,319 (154,053) 110.000 (356,616) 276.500 (400,769) 444.500 24.91 44.63 (44,053) 25.01 44.83 (80,116) 25.16 45.13 43,731 25.31 45.43 Questions Solid Waste Department REVENUE Decision Packages: $1 rate reduction for Carts Revenue after $1 rate reduction ADOPTED 2014-2015 2015-2016 37,279,134 38,172,400 (1,100,000) 2016-2017 38,553,657 (1,100,000) 2017-2018 38,938,821 (1,100,000) 2018-2019 39,327,932 (1,100,000) 37,072,400 37,453,657 37,838,821 38,227,932 $1 rate increase for $14.5M Debt Add $0.60 Fee Increase Rate Increase-.10/month in 2017 15 in 2018 & 2019 1,100,000 660,000 1,100,000 660,000 110,000 1,100,000 660,000 276,500 1,100,000 660,000 444,500 Expenditures Decision Packages: Equipment Lease Purchase Expenditure after increase in leases 27,681,250 28,071,197 65,000 28,471,827 314,000 28,883,554 490,000 29,306,817 500,000 28,136,197 28,785,827 29,373,554 29,806,817 $14.5M in Add'I Debt 984.000 984.000 984.000 984.000 SW Contribution to General Fund SW Contrib.-rate red./Add leases Surplus (Shortfall) Add $0.60 Fee Increase Surplus (Shortfall) $14.5M in Add'I Debt Surplus (Shortfall) $1 rate increase for $14.5M Debt 9,597,884 9,597,884 8.936.202 Surplus (Shortfall) Rate Increase-.10/month in 2017, .15 in 2018 & 2019 Surplus (Shortfall) Rates: Residential Commercial 24.31 43.43 9,597,884 8.667.830 9,597,884 8.465.267 9,597,884 8.421.115 (661,681) 660.000 (930,053) (1,132,616) (1,176,769) 660.000 660.000 660.000 (1,681) (984,000) (270,053) (984,000) (472,616) (984,000) (516,769) (984,000) (985,681) (1,254,053) (1,456,616) (1,500,769) 1,100,000 1,100,000 1,100,000 1,100,000 114,319 (154,053) 110.000 (356,616) 276.500 (400,769) 444.500 24.91 44.63 (44,053) 25.01 44.83 (80,116) 25.16 45.13 43,731 25.31 45.43 AGENDA MEMORANDUM for the City Council Meeting of February 10, 2015 DATE: TO: FROM: January 26, 2015 Ronald L. Olson, City Manager Stacie Talbert Anaya, Acting Director 361-826-3464 UPDATE TO CITY COUNCIL Bond 2008 Proposition Seven — Bayfront Master Plan Project STAFF PRESENTER(S): Name 1. Stacie Talbert Anaya 2. Jerry Shoemaker 3. Valerie Gray OUTSIDE PRESENTER(S): Name 1. 2. 3. BACKGROUND: Title/Position Interim Director Acting Director Executive Director Title/Position Department Parks & Recreation Capital Projects Public Works Organization • November 2008, the voters approved Bond 2008 Proposition Seven — Bayfront Master Plan Project, approving the Bayfront Development Plan Phase 3 for the amount of $13,000,000. The following information was provided in the supplemental information provided to the public. o "The Bayfront Implementation Plan provides for the relocation of traffic lanes inland away from the water. The realignment will begin near Coopers Alley and continue south until they merge back to the current Shoreline alignment south of McGee Beach in the vicinity of Furman and Buford. The realignment will reduce the number of traffic lanes from the current three lanes in each direction to two lanes in each direction. This phase of work provides a large pedestrian area (Bayshore Park) strongly connected to the water, McGee Beach and the Coopers Alley L - Head. The realignment could include: Improved access to water features such as the Seawall steps, beach and marina without crossing multiple lanes of traffic; A large public space for community events, concerts, festivals and other special events; Public amenities and the necessary utility connections and lighting to support such events." • On January 13, 2015 staff presented a series of three options for developing the Bayshore Park. City Council gave official direction for staff to bring back an option that met the following criteria: o Project scope is limited to funds remaining in Bond 2008 — Proposition 7 (appx. $5.1 million) o Includes shade and restrooms throughout the footprint o Includes a public input component for stakeholders and park users. City Council members also made suggestions to limit modifications to Northbound Shoreline while still making it clear it is no longer a thoroughfare and include custom bollards at entry points, to consider improvements that would accommodate potential revenue sources (food truck, street fares, special events, etc.) and supported the improvements to support special events such as concerts, Buc Days, Beach to Bay and the Veterans' monthly events. LIST OF SUPPORTING DOCUMENTS: Power Point CORPUS CHRISTI P R S& RECREATION Bond 2008 -Proposition 7 Bayfront Master Plan Project Council Presentation February 10, 2015 Parks & Recreation and Capital Programs Bond 2008 - Proposition 7 CORPUS CHRISTI PARKS& RECREATION • November 2008, voters approved Bond 2008 Proposition Seven approving the Bayfront Development Plan Phase 3 for the amount of $13,000,000. • The following information was provided in the supplemental information provided to the public. "The Bayfront Implementation Plan provides for the relocation of traffic lanes inland away from the water. The realignment will begin near Coopers Alley and continue south until they merge back to the current Shoreline alignment south of McGee Beach in the vicinity of Furman and Buford. The realignment will reduce the number of traffic lanes from the current three lanes in each direction to two lanes in each direction. This phase of work provides a large pedestrian area (Bayshore Park) strongly connected to the water, McGee Beach and the Coopers Alley L -Head. The realignment could include: Improved access to water features such as the Seawall steps, beach and marina without crossing multiple lanes of traffic; A large public space for community events, concerts, festivals and other special events; Public amenities and the necessary utility connections and lighting to support such events." Project Status CORPUS CHRISTI PARKS& RECREATION • New segment of Shoreline open to traffic February 2015 • Approximately $5.1 million remaining for Bayshore Park • January 13, 2015 City Council directed staff to present development options which meet the following criteria: • Project scope limited to funds remaining in Bond 2008 — Proposition 7 • Include shade and restrooms throughout the footprint • Include a public input component for stakeholders and park users • Other suggestions included • limited modifications to street bed • support for special events areas (large and small) • custom bollards at entry points • revenue generating opportunities Bayshore Park k.% 54!•vhn cr.Vro-P • • Irv—, C•• 0 A •••,. , 4 WATER ST Centralized Restrooms 1 CORPUS CHRISTI PARKS& Conversion of Shoreline Boulevard 0 McCaughan Park • ,...1cCEE BEACH w 2 w SHORELINE BOULEVARD Conversion of Shoreline Boulevard 1 Street Market & Food Truck Area 1 0 Park signage and furniture throughout site Corpus Christi Parks & Recreation Department Bayshore Park Plan 1-28-15 4 Proposed Project Scope and Cost Estimates Improvements Notes Estimate 1 Conversion North Bound Shoreline Road Bed Asphalt will not be demolished but will serve as a base for surface treatment such as paint, scoring, sealing, planter beds, etc. Also includes bollards and utilities for food trucks and street vendor area. $620,000 2 Special Event Improvements (Old Memorial Coliseum Site) Special event pad and utility improvements, reinforced turf/landscaping, irrigation, parking lot rehab. $1,191,400 3 Sherrill and Old City Hall Park (Veterans Memorials and Events) Shade structure and special event area, raise sunken garden, landscaping and irrigation, parking lot rehab and accessibility improvements. $699,700 4 Centralized Restrooms near McCaughan and Sherrill Parks Near Park Avenue (across from McGee Beach) — 3/3/1 facility; Near Kinney Avenue - 1/1/1 facility. $165,000 5 McCaughan Park (Family Area) Shade structures (3), landscaping/irrigation, park furniture and wellness equipment, parking lot rehab. $728,900 6 Uniform signage & park furniture Throughout the entire site. $75,000 7 Seawall Building Improvements Utility and restroom upgrades; minor improvements. $150,000 Construction Subtotal $3,630,000 Construction Contingency $544,500 Design, testing, Project Mgmt $925,500 Total Costs $5,100,000 Sponsorship Opportunities CORPUS CHRISTI PARKSS. RECREATION Small shade structures (3 opportunities) $30,000 each Stage and shade structure at Sherrill Park $72,000 Furnishings: Bench (15-20 opportunities) $1,500 each Picnic Table (7-12 opportunities) $2,500 each Hydration station (3 opportunities) $3,500 each Wellness Equipment at McCaughan Park $30,000 *Playground at McCaughan Park (2-5 years old) $50,000 *Playground at McCaughan Park (5-12 years old) $95,000 *Parklets along converted Shoreline Blvd. $50,000 - $75,000 each * Denotes items that are not included in the proposed Project Scope Sponsorship Opportunities CORPUS CHRISTI PARKS& RECREATION Projected Operating Costs CORPUS CHRISTI PARKS& RECREATION As Proposed Existing NET Increase Expenses Park Maintenance Staff $101,000 ($35,000) $66,000 Contractual $100,000 ($73,000) $27,000 Supplies $25,000 $25,000 Equipment $35,000 $35,000 Park Programming Staff $40,000 $40,000 Contractual $25,000 $25,000 Supplies $25,000 $25,000 Total Costs $351,000 ($108,000) $243,000 Potential Revenue CORPUS CHRISTI PARKS& RECREATION * Events already occurring and paying fees will move to this site * The department already realizes some food vendor revenue at this site 9 Proposed Fees No. of Units Amount Existing Revenue* NET Increase Revenue Special Events Permit $400 25 $10,000 ($6,000) $4,000 Great Lawn Rentals $2,500 10 $25,000 ($5,000) $20,000 Parking Lot Rentals $400 10 $4,000 $0 $4,000 Small Stage Rentals $250 10 $2,500 $0 $2,500 Vendors $350 20 $7,000 ($2,100) $4,900 Seawall Concessionaire $900 12 $10,800 ($10,800) $0 Total Revenues $59,300 ($23,900) $35,400 * Events already occurring and paying fees will move to this site * The department already realizes some food vendor revenue at this site 9 Next Steps and Timeline CORPUS CHRISTI PARKS& RECREATION • Complete Shoreline Realignment Road Project (Spring 2015) • Complete tie-ins to parking lots • Landscaping elements • Determine process for selecting design and construction teams • Design -build (staff recommendation) • Design (9-12 months) • Build (12-16 months) • Design -bid -build • Design (9-12 months) • Bid (3-4 months) • Build (12-16 months) • Issue Request for Proposal (One month after Council Direction) • Include meetings with stakeholders and park users as part of the contract 10 AGENDA MEMORANDUM City Council Meeting of February 10, 2015 DATE: TO: February 3, 2015 Ronald L. Olson, City Manager THRU: Gustavo Gonzalez, Assistant City Manager of Public Works and Utilities gustavogo@cctexas.com 826-3897 FROM: Valerie H. Gray, P.E. Executive Director of Public Works valerieg@cctexas.com 361-826-3729 Jerry Shoemaker, P.E. Acting Director of Capital Programs jerrys2@cctexas.com 361-826-3516 UPDATE TO CITY COUNCIL Chaparral Street Improvement Update STAFF PRESENTER(S): Name Title/Position Valerie H. Gray, P.E. Executive Director Jerry Shoemaker, P.E. Acting Director Department Public Works Capital Programs OUTSIDE PRESENTER(S): None BACKGROUND: This presentation will provide City Council discussion regarding Chaparral Street Improvement Project. It is for informational purposes only and no action is required. LIST OF SUPPORTING DOCUMENTS: Presentation — Chaparral Street Improvement Update Corpus Chr sti Capital Programs Chaparral Street Improvement Update Council Presentation February 10, 2015 Chaparral Street Improvements Corpus Chr sti Capital Programs Phase 2 BOND 2014 Future Phases ➢ Bond 2008 Ph. 1 — William to Schatzel ➢ Bond 2014 Ph. 2 — Schatzel to Taylor .w.,ara.ns.�vr r rw.ro>w.w.r LL'_ .ND e�rno nu.ar�....rnarnre, .iwrn non ,nfi QNanfloFnwr+MrfnMe .r 1E .trr vr._n_ *Er 0[114.50[ wwnr.r.p 2 Chaparral Street Phase 1 Project Corpus Chr sti Capital Programs ➢ Bond 2008 Proposition 1 ➢ Project Scope: o Limits: William to Schatzel (2 blocks) o Pavement, Curb & Gutter and Sidewalks Improvements o Demonstration of Two -Way Conversion o Convert Diagonal to Parallel Parking ➢ Status: Street Construction 95 % (Pending Striping) ➢ Issues: o Displaces 11 Parking Spots on Chaparral o Construction Began May 2012 o Concerns of Adjacent Businesses ✓ Immediate Break from Construction Disruption ✓ Confusion Over Project Limits and 2 -way Conversion Limits Phase 1 BOND 2008 Overlapping Chaparral Street Projects Corpus Chr`sti Capital Programs TxDOT ADA [SIDEWALK AND ADA IMPROVEMENTS1 Coopers Alley to I-37 name LE6EN0 Bond 2008 Signalization Coopers Alley to I-37 95% Construction Dates May 14 - Mar. f 5 :1 .� � � .rad _, �.,,►�: MOMS o Multiple Projects City and TxDOT o Confused Area Businesses as to Limits and Scope of the Project o Extended Construction Timelines and Impacts Chaparral Street Phase 2 Project Corpus Chr sti Capital Programs ➢ Bond 2014 Proposition 2 ➢ Project Scope: o Street Improvements Schatzel to Taylor o Converts Diagonal to Parallel Parking o Displaces Additional 16 Parking Spots o Replaces Parking Spaces on Side Streets ➢ Status: o Pending AE Selections & Design SNOMINC 9FVS y Phase 2 BOND 2014 ZdYil f PARKING CONVERTED FROM DIAGONAL TO PARALLEL PHASE 2 5 IQ m. i■ i , 5 Chaparral Street Improvement Considerations Corpus Chr sti Capital Programs THREE ALTERNATIVES: 1) Restore Chaparral to 1 -Way (Staff Recommendation) ✓ Do not address 9 displaced parking spots until Phase 2 is designed ✓ Immediately possible with temporary striping and signage revisions on Chaparral (William to Schatzel) 2) Open Chaparral to 2 -Way ONLY between William and Schatzel ✓ Do not address 9 displaced parking spots until Phase 2 is designed ✓ Immediately possible with minor temporary parking striping and signage revisions with signalize ation adjustments on Chaparral (William to Schatzel) 3) Open Chaparral to 2 -Way between Coopers Alley and I-37 ✓ Do not address 21 displaced parking spots until Phase 2 is designed ✓ Requires converting additional parking, signage, markings, striping and signal adjustments on Chaparral (Coopers Alley to William & Taylor to I-37) ✓ Requires additional time and funds for more the extensive temporary requirements 4- f Chaparral Street Improvement Recommendation Corpus Chr sti Capital Programs Restore Chaparral to 1 -Way and complete design of Phase 2 to address Side -Street Parking, then convert to 2 -way traffic Sequence 1) Install Temporary Markings from William to Schatzel 2) Remove Construction Barriers and Signage 3) Leave Traffic Signals as 4 -Way Flashing 4) Complete Phase 2 Design to include Side -Streets 5) Replace Displaced Parking on Side -Streets 6) Relocate Parking Meters 7) Phase 2 Street Construction 8) Convert Corridor (Coopers Alley to IH 37) to 2 -Way Timeframe Feb 2015 Feb 2015 Ongoing Fall 2015 Prior to Phase 2 During Phase 2 12 Months After Phase 2 Chaparral Street Improvement Recommendation Corpus Chr sti Capital Programs Benefits: ➢ Least Parking Impacts ➢ Reduces Requirements for Temporary Improvements ➢ Provides Relief from Construction Disruption ➢ Improve Coordination for Construction Sequence and Impacts during Phase 2 Design ➢ Reduces Potential Traffic Pattern Confusion ➢ Allows Relocation of Parking & Parking Meters before Additional Impacts Chaparral Street Improvement Corpus Chr sti Capital Programs Phase 2 BOND 2014 Phase 1 BOND 2008 4 ---CSN, WAY t EXISTING PARALLEL- PARKING it ; INSET SIDE STREET PARXING AND STRIPING CONFIGURATION * Preserves One Way Traffic Flow * Displaces 11 Existing Parking Spaces Until Phase 2 is Complete NOTES LEG END ] R16TlI4 WERE O ~PRET ,aI*.ENTJ BET Ci1bR a6yY: Rebuke •E "PEEVE EIINEFTE 9 Chaparral Street Improvement Corpus Chr sti Capital Programs Questions? 10 AGENDA MEMORANDUM for the City Council Meeting of February 10, 2015 DATE: January 27, 2015 TO: Ronald L. Olson, City Manager FROM: Stacie Talbert Anaya, Acting Director 361-826-3464 UPDATE TO CITY COUNCIL Regional Youth Sports Complex RFP STAFF PRESENTER(S): Name Title/Position 1. Stacie Talbert Anaya Interim Director 2. Gabriel Maldonado Senior Buyer 3. OUTSIDE PRESENTER(S): Department Parks & Recreation Finance Name Title/Position Oraanization 1. 2. 3. BACKGROUND: In August 2014, the City of Corpus Christi issued a Request for Proposals (RFP) for a Regional Youth Sports Complex — a flagship tournament facility for youth and amateur sports with a primary focus on attracting out of town teams and leagues to Corpus Christi. One proposal was submitted and reviewed by an evaluation committee consisting of representatives from the Purchasing Department, Parks and Recreation Department, Convention and Visitors Bureau and Economic Development Corporation. The team reviewed the proposal along with additional clarifying documentation submitted by the proposer and forwarded a recommendation to the City Manager in January 2015. This presentation will brief City Council on the process and the recommendation. LIST OF SUPPORTING DOCUMENTS: Power Point Presentation Attachment — Staff memo to City Manager INFORMAL STAFF REPORT MEMORANDUM To: From: Stacie Talbert Anaya, Interim Director Parks & Recreation Department Susan Thorpe, Assistant City Manager Safety, Health & Neighborhoods Date: January 10, 2015 Subject: Sports Complex RFP Evaluation Issue/Problem The Evaluation Committee was formed to review the responses to the Sports Complex RFP issued in August 2014. The committee included: • Christela Morales, City of Corpus Christi Purchasing Department • Emily Martinez, Corpus Christi Regional Economic Development Corporation • Tiffani McKinney, Corpus Christi Convention and Visitors Bureau • Stacie Talbert Anaya, Corpus Christi Parks and Recreation Department. Michael Morris, former Director of the Parks and Recreation Department was also a member of the committee through December 2014. Background & Findings August 6, 2014 October 2, 2014 October 19, 2014 October 28, 2014 City of Corpus Christi issued a Request for Proposals (RFP) for a Regional Youth Sports Complex — a flagship tournament facility for youth and amateur sports with a primary focus on attracting out of town teams and leagues to Corpus Christi RFP deadline. SQH Sports and Entertainment, Inc. submitted the sole proposal in response to the RFP. Evaluation Committee received a copy of SQH's proposal for review. Evaluation Committee convened to discuss submittal. During the meeting it was established the proposal had various weakness and deficiencies and that further information was needed from SQH in order to finalize a 11 recommendation for the City Manager. A list of items to be clarified is attached (Sports Complex RFP Comments — Initial Review 10/2014). November 2014 Purchasing submitted a Request for Clarification (RFC) to SQH. The due date for given for a response was December 1, 2014. November 26, 2014 A request for an extension of the deadline was submitted by SQH and granted. December 5, 2014 was established as the new due date. December 5, 2014 SQH response to RFC received by Purchasing Department. December 19, 2014 Evaluation Committee received a copy of SQH's response to the RFC for review. January 7, 2015 Evaluation Committee convened to discuss response and finalize recommendation for City Manager. Emily Martinez was not able to attend. The Evaluation Committee's conclusions are based on the following factors: • Key personnel lack of experience for developing and operating a sports facility • Limited or no marketing research provided to indicate what types of fields, courts, or facilities should be included in the complex nor how proposed revenue projections can be met • Design of proposed facility will not provide adequate number of fields/courts to meet revenue projections (committee used business plans and revenues of other youth sports complexes for comparison) • Failure to demonstrate how revenue projections will be met by claiming details are "confidential information" and that they are "comfortable with our estimates" • Did not research the proposed property dismissing environmental and zoning challenges as something that needs to be addressed by the City • Letter of commitment from Prosperity Bank indicates review of SQH's loan request will be based on "collateral position for the real estate and improvementsthat will be provided by the City of Corpus Christi" Conclusion The Evaluation Committee, due to the factors listed above, does not support moving forward at this time with a contract with SQH Sports and Entertainment, Inc. for the development and operation of Regional Youth Sports Complex. 12 CORPUS CHRISTI PARKS& RECREATION Regional Youth Sports Complex RFP Update to City Council Council Presentation February 10, 2015 Parks & Recreation and Purchasing Sports Complex RFP CORPUS CHRISTI PARKS& a•Cf•ATION • December 2013 - Presentation to City Council regarding concept of Private/Public Partnership for a Youth Sports Complex • July 2014 - Presentation to City Council on RFP Process • August 2014 - Request for Proposal (RFP) issued • October 2, 2014 - RFP deadline • SQH Sports & Entertainment, Inc. submitted the sole proposal. • October 28, 2014 - Evaluation Committee Review Meeting • Committee identified various weaknesses & deficiencies in proposal • Requested clarification from SQH • November 18, 2014 - Request for Clarification (RFC) to SQH • December 5, 2014 - SQH submitted response • January 7, 2015 - Evaluation Committee Review of Response 2 Sports Complex RFP Evaluation Committee CORPUS CHRISTI PARKS& a•Cf•ATION Committee Members: • Michael Morris, Parks and Recreation • Stacie Talbert Anaya, Parks and Recreation • Emily Martinez, CCEDC • Christela Morales, Purchasing Department • Tiffani McKinney, CVB Sports Complex RFP Contents/Requirements CORPUS CHRISTI PARKS& a•Cf•ATION • Regional Youth Sports Complex • Development Objectives • Primary focus of attracting out of town teams and leagues • Market study to determine amenities • Increasing sales and hotel tax revenues • No municipal bonds to be used for development • Operation Objectives • Self supporting • Regional, state and national tournaments and events • Cooperation with local and regional sports organizations • Environmentally sound turf and facility management practices • City Offered • 50 acres of land located south of Oso Creek across SH286 from Bay Area Fellowship Church • Long term ground lease for up to 60 years Sports Complex RFP -Proposed Location CORPUS CHRISTI PARKS& RECH•ATION Sports Complex RFP Contents/Requirements CORPUS CHRISTI PARKS& a•Cf•ATION • Response/Submittal to include: • Proposer Qualifications/Experience • Programming Plan • Market Feasibility • Project Conceptual Design • Proposer Financial Capability • Proposed Economic Impact • Financial Proposal (Pro Forma) - Construction and Operations Summary of SQH Submittal CORPUS CHRISTI PARKS& a•Cf•ATION • SQH • 3 key principals; 2 supporting team members • Market Feasibility • Sports field houses/indoor facilities — national trend • Baseball and soccer — highest participation ages 7 to 17 • Project Conceptual Design • 47,000 sq ft sports field house • 6 basketball courts, 12 regulation volleyball courts • 6 lighted multi sport rectangular fields • 3 lighted baseball/softball diamonds • Sports themed restaurant, concession, gaming center • Program Plan • Focus on travel team sports within 4 -hour drive to Corpus Christi • Weekend tournaments • Accommodate local teams and leagues during weekdays Summary of SQH Submittal CORPUS CHRISTI PARKS& a•Cf•ATION • Proposed Economic Impact • 98,840 visitors per year • $10.1 million per year on taxable spending (lodging, meals, sales, etc.) • $4.45 million in projected sales, hotel taxes over 10 years • Financial Proposal (Pro Forma) — Construction and Operations • Construction - $18,945,494 • Annual Operations (first year) Revenue Expenses Interest Expense Net $4,754,003 $3,540,154 $690,502 $523,777 Committee Questions /Concerns CORPUS CHRISTI PARKS& a•Cf•ATION Numerous questions and concerns regarding proposal from SQH for the development of the Regional Sports Complex • Key personnel lack of experience for developing and operating a sports facility • Limited or no marketing research provided to determine what type of fields, courts or facilities to include in design • Limited or no back up for revenue projections • Lack of sponsorship/naming rights plan • Design of proposed facility will not provide adequate number of fields/courts to meet revenue projections • Did not research proposed property's environmental and zoning challenges • Letters of commitment from banks did not demonstrate capacity to finance project Sports Complex RFP — Next Steps CORPUS CHRISTI PARKS& a•Cf•ATION • Council Questions & Feedback • Staff Next Steps 10 AGENDA MEMORANDUM for the City Council Meeting of 02/10/15 DATE: January 28, 2015 TO: Ronald L. Olson, City Manager FROM: Valerie H. Gray, P.E., Executive Director of Public Works ValerieG@cctexas.com 361-826-3729 UPDATE TO CITY COUNCIL ADA Sidewalk Improvements Update STAFF PRESENTER(S): Name 1. Valerie H. Gray, P.E. 2. 3. OUTSIDE PRESENTER(S): Name 1. 2. 3. Title/Position Executive Director Department Public Works Title/Position Organization BACKGROUND: During Public Comment at a previous City Council meeting, a citizen brought forward concerns about obstructions on a sidewalk along Airline Drive and ADA accessibility requirements. This Update to City Council is to provide additional information regarding the condition of sidewalks throughout the City relative to ADA accessibility requirements. LIST OF SUPPORTING DOCUMENTS: None Corpus Chr sti Capital Programs ADA Sidewalk Improvements Council Briefing February 10, 2015 History L.� Corpus Chr sti Capital Programs ➢ July 1990 - Americans With Disabilities Act (ADA) Policy Established ➢ January 1992 — Title II (Public Services & Transportation) Became Effective ➢ February 2003 — City Adopted "ADA Title II Comprehensive Evaluation & Transition Plan" o Primarily Focused on Buildings and Services o Generalized Count of Curb Ramps o Did Not Include Sidewalks or ADA Accessible Routes ➢ Dec. 2012 — City Adopted "ADA Master Plan" o Maps Proposed ADA Accessible Routes o Inventory of Existing Curb Ramps, Sidewalks & Other Pedestrian Elements o Identifies Pedestrian Infrastructure Improvements (— $65M) ➢ Dec. 2013 — City Adopted "MobilityCC" Which Incorporates "ADA Master Plan" o Merges "Corpus Christi Urban Transportation Plan" and "ADA Master Plan" ADA Title II L.� Corpus Chr sti Capital Programs ➢ Americans with Disabilities Act (ADA) Title II: o Title II: Public Services and Transportation - prohibits discrimination in accessing services (including employment to the extent not already covered by Title I) provided by the state and local government entities o Applies to Public Entities (any State or local government and any of its departments, agencies, or other instrumentalities) o Applies to Newly Constructed Buildings & Facilities o Applies to Alterations of Existing Facilities o Requires alterations to existing facilities as necessary to provide accessibility to programs and as required by ADA transition plan; however, alternative reasonable methods of accessibility are permitted ADA Master Plan L.� Corpus Chr sti Capital Programs ➢ Recommended Annual Funding Goal of $3.5M ➢ 3 Phases Of Suggested Improvements Identified: o Phase 1 - City/State/Public Buildings ✓ 43 Street Segments o Phase 2 - Major Transportation Routes ✓ Arterials & Collectors ✓ 101 Street Segments o Phase 3 - Places of Public Accommodation ✓ Facilities Operated by Private Entities Whose Operations Affect Commerce ✓ 155 Street Segments Improvements Effort L.� Corpus Chr sti Capital Programs ➢ All Bond Street Reconstruction Projects ➢ Bond Program ADA Improvements - $13.6M Total ✓ Bond 2004 -$ 4.0M ✓ Bond 2008 - $ 5.0M ✓ Bond 2012 -$ 2.3M ✓ Bond 2014 - $ 2.3M ➢ Street Preventative Maintenance Program (SPMP) ✓ Overlays ✓ Funded in Bond 2012 & 2014 ➢ TxDOT ➢ RTA Bus Pads ➢ CDBG Sidewalk Accessibility L.� Corpus Chr sti Capital Programs ➢ Americans with Disabilities Act, Title II - "Each facility or part of a facility altered by, on behalf of, or for the use of a public entity...shall, to the maximum extent feasible, be altered in such manner that the altered portion of the facility is readily accessible to and usable by individuals with disabilities, if the alteration was commenced after January 26, 1992." ➢ Code of Federal Regulations, Title 28, Section 35.150 - "A public entity may comply with the requirements of this section through....any other methods that result in making its services, programs, or activities readily accessible to and usable by individuals with disabilities." ➢ ADA Best Practices Tool Kit - "Alternative routes to buildings may be acceptable where people with disabilities must travel only a marginally longer route than the general public." ➢ Alonzo v. City of Corpus Christi - City agreed to install curb ramps in compliance with the ADA on all future street renovations, which includes overlay projects. Airline Road - McArdle to SPID L.� Corpus Chr sti Capital Programs ➢ Sidewalk Between Prosperity Bank and SPID: o No City alterations or construction has occurred in the blocked sidewalk sections after January 26, 1992. o No street overlays occurred to the portion of Airline road adjacent to the subject sidewalk sections o The route of Airline Road between McArdle and SPID is listed in Phase 2 of the 2012 ADA Master Plan o There are alternate accessible routes of travel at this location ➢ When the City reconstructs or overlays this section of the street, it will ensure continued compliance with ADA requirements. Airline Road - McArdle to SPID Corpus Chr"sti Capital Programs East Side (On ADA Master Plan List) Airline Road - McArdle to SPID L.� Corpus Chr sti Capital Programs West Side (On ADA Master Plan List) L.� Corpus Chr sti Capital Programs Other Locations 10 Brannan Street L.� Corpus Chr sti Capital Programs Bushick Place L.� Corpus Chr sti Capital Programs Otranto Drive Elba Court Corpus Chr"sti Capital Programs Brooks Drive Elizabeth Street (On ADA Master Plan List) L.� Corpus Chr sti Capital Programs 111111llfll,. 1/26/2015 16:02 S. Staples St. Tancahua St. (On ADA Master Plan List) Calallen Drive (On ADA Master Plan List) Corpus Chr"sti Capital Programs Agnes Street L.� Corpus Chr sti Capital Programs Horne Road Bluntzer Street L.� Corpus Chr sti Capital Programs Clifford Street S. Staples Street L.� Corpus Chr sti Capital Programs Waldron Road Waldron Road L.� Corpus Chr sti Capital Programs Corsica Road S. Staples Street L.� Corpus Chr sti Capital Programs 1/26/2075 13:43 Vera Cruz Street Wildcat Drive Corpus Chr sti Capital Programs Questions? AGENDA MEMORANDUM For the City Council Meeting of February 10, 2015 DATE: TO: Ronald L. Olson, City Manager February 5, 2015 FROM: Daniel M. Grimsbo, P.E., Director, Development Services Department DanG©cctexas.com (361) 826-3595 Downtown Area Development Plan — Development Incentives STAFF PRESENTER(S): Name Title/Position Department 1. Annika Gunning Senior Project Planner Development Services OUTSIDE PRESENTER(S): Name Title/Position Organization 1. David Spillane President Goody Clancy 2. Ben Carlson Director of Urban Design Goody Clancy 3. Sarah Woodworth Managing Member W-ZHA BACKGROUND: Discuss the status of the Downtown Area Development Plan (DADP) and development incentive policy choices for the downtown area. LIST OF SUPPORTING DOCUMENTS: PowerPoint Presentation Downtown AREA DEVELOPMENT PLAN Downtown Area Development Plan (DADP) Development Incentive Choices Council Presentation February 10, 2015 Agenda .�� Downtown AREA DEVELOPMENT PLAN • Purpose of Planning • DADP Process & Status • DADP Goals & the Role of Incentives • Where Incentives Make A Difference • Existing Downtown Area Incentives • Policy Choices • Questions/ Discussion 2 Planning rDowntown F- AREA DEVELOPMENT PLAN • Purpose/ Importance of Planning - Legal Requirement - Guide for decision-making for physical/ economic development - To coordinate efforts amongst City departments and with major partners • Current Planning Efforts - Plan CC - Comprehensive Plan 2035 - Downtown Area Development Plan 3 Process & Status ry=LcDowntown F- AREA DEVELOPMENT PLAN Sep Oct Nov Dec Jan Feb Mar Apr Downtown Conditions and Opportunities Market Analysis Multimodal Transportation and Parking Analysis Goals and Strategies Framework Downtown Area Development Plan and Implementation Strategy Community Engagement iSUMMARY OF KEY ACTIVITIES) SI AKEHOLDE R DOWNTOWN PLANNING INTERVIEWS AND DESIGN WORKSHOP DRAFT PLAN PUBLIC PRESENTATIONS/ REVIEW FINAL PLAN PUBLIC RESENTATIONS CITY COUNCIL HEARING ON DADP KEY DELIVERABLES [XIS IN[ CONDIEIONS ASSESSMENT/ REVIEW OF MODELS/ PRECEDENTS MARKET ASSESSMENT/ VISION ISSUES/OPPORTUNITIES/ FRAMEWORK BARRIERS PRELIMINARY IMPLEMENTATION/ INCENTIVE CHOICES FOR DISCUSSION {DOWNTOWN; DRAFT DRAFT FINAL PLAN PLAN PLAN FRAMEWORK DOCUMENT DOCUMENT 4 DADP Goals r=LcitDowntown F- AREA DEVELOPMENT PLAN • Reinforce Corpus Christi as a signature destination to live, work, and play while being safe, connected, and vibrant • Overcome barriers to private investment • Leverage past/ ongoing public and private investments November 18 public workshop DADP Goals =Lc Downtown AREA DEVELOPMENT PLAN • Housing will drive Downtown transformation • Market Potential: 1,850 units possible over 5 years in downtown Primarily multifamily units; — Mix of rental and ownership; — Important to attract and retain critical workforce; - Benefits to retail, visitor, office economies • Requires appropriate incentive policy • Desire to live in Downtown doesn't necessarily mean developer can feasibly build a project 10 Year Transfo ative Potential of Neu Housing - Development. aw - Waikable streets and possible housing Why Incentives? rvmAtimc.cDowntown AREA DEVELOPMENT PLAN • To address feasibility gaps in desired development projects Example 165 -unit multi -family Downtown development project Net Operating Income Total Development Cost Yield on Investment $2,226,979 $34,615,698 6.43% Minimum Threshold 6.75% • To support community goals, such as Downtown housing City Incentives/ Funding Vehicles rvmAtimc.cDowntown AREA DEVELOPMENT PLAN • Property Tax Abatement • Tax Increment Reinvestment Zones • Public Improvement District (DMD) • Type A Funds • Various Local Government Corporations • Chapter 380 Agreements • City's Capital Improvement Plan • Development Services Expedited Reviews/ Approvals Property Tax Abatement Program nitim„ Downtown AREA DEVELOPMENT PLAN • Tax from Improvement Value abated for specific term • Targets — Certain commercial facilities, based on capital investment and new jobs — Downtown multifamily housing • Projects that satisfy criteria are eligible, easy to administer • Projects that do not satisfy criteria (like a hotel) are not eligible, lacks flexibility • City's primary, project -based incentive 9 Tax Increment Reinvestment Zone • Zone where property tax increment may be re -invested to achieve plan objectives • TIRZ reinvestment options include: Taxes can be rebated to reduce project costs — Taxes can be invested on a pay-as-you-go basis — Taxes can be leveraged through a bond to support capital investment • Flexibility on type of incentive and eligible projects • Underutilized investment opportunity • Project plan is underway .�� Downtown AREA DEVELOPMENT PLAN DADP Study Area TIRZ Area Approx. Revenue Shares: • City (56%) • Cpuuty„(26%) • Del Mar College, (I8%) 10 Other Existing Downtown Area Incentives rDowntown F AREA DEVELOPMENT PLAN Additional forms of incentives: • Public Improvement District (DMD) -marketing, security, cleanliness, events/programming • Type A funds -economic development, affordable housing • Various Local Government Corporations -housing • Chapter 380 Agreements -commercial development • City's Capital Improvement Plan -infrastructure • Development Services expedited review/approvals 11 Major Policy Choices Inside and Outside the TIRZ rN=LLDowntown AREA DEVELOPMENT PLAN 1. Eligible Project Types 2. Tax Relief 3. "By -right" vs. "Needs -based" Approach Major Policy Choices Inside the TIRZ rN=LLDowntown AREA DEVELOPMENT PLAN 1. Eligible Project Types 2. Tax Relief 3. "By -right" vs. "Needs -based" Approach Eligible Project Types rveiditiscDowntown AREA DEVELOPMENT PLAN Policy Choices Multifamily Housing & Capital Investment/Job- Creating Projects current policy • Targets current housing opportunity. • Promotes economic development. • Lacks hotel/multi- tenant office incentive. Multifamily Housing & Capital Investment/Job- Creating Projects Plus Additional Project Types • Broadens eligible project types. • Encourages targeted mixed-use development. • Need to identify additional project types. Any Appropriate Project • No need to require certain project types. • Encourages mixed-use development. • Need to prevent excessive outlays. Tax Relief rv...„Downtown AREA DEVELOPMENT PLAN Policy Choices Benefits Issues Tax Abatement current policy • Effectively incentivizes housing. • Developers familiar with program. • Easy to administer. • Reduces TIRZ funds for capital/ infrastructure. Tax Rebate • Access to more funds, • Reduces TIRZ fund for higher -impact incentive. capital/ infrastructure. End Tax Relief • Maximizes TIRZ funds for • Lacks flexibility to capital/infrastructure assist projects through investment. tax relief. 15 "By -Right" vs "Needs -Based" `natl."0BE[ Nv n AtCEA LOPMEiV7 PLAN Policy Choices By -right with specific criteria current policy • Clear, predictable, perceived as fair. • Potential windfall profits to recipient. • Lacks flexibility for other project types. Needs -based with criteria • Level of incentive is justified. • Conserves funds for projects needing them most. • Developer must demonstrate need. • Application/ Review require technical expertise (used in Dallas, Arlington) Both: By -Right for eligible project types, plus Needs - Based for additional TIRZ resources and/or for other project types • Clarity with flexibility • Same issues as for Needs - based Major Policy Choices - Inside the TIRZ .�� Downtown AREA DEVELOPMENT PLAN • Targeting a Project Type — Multifamily housing & capital investment/job-creating projects OR — Add more eligible project types OR — Any appropriate project • Tax Relief — Tax Abatement OR — Tax Rebate OR — Eliminate Tax Relief Altogether • "By -Right" OR "Needs -Based" OR a combination of the two 17 Major Policy Choices - Outside the TIRZ .�� Downtown AREA DEVELOPMENT PLAN • Tax Abatement — Maintain "By -right" approach OR — Adopt "Needs -based" approach OR — Use a combination of the two • What are the downtown boundaries? • What uses are eligible? 18 AREA DEVELOPMENT PLAN Questions/ Discussion